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05 May 10, 2017 Commission
COMM-COMM-00066 Riverside County Transportation COmmission MEETING AGENDA TIME/DATE: 9:30 a.m. / Wednesday, May 10, 2017 LOCATION: BOARD ROOM County of Riverside Administrative Center 4080 Lemon Street, First Floor, Riverside ibu COMMISSIONERS ado Chair —John F. Tavaglione Vice Chair — Dana Reed Second Vice Chair — Chuck Washington Kevin Jeffries, County of Riverside John F. Tavaglione, County of Riverside Chuck Washington, County of Riverside To Be Appointed, County of Riverside Marion Ashley, County of Riverside Deborah Franklin / Art Welch, City of Banning Nancy Carroll / Lloyd White, City of Beaumont Joseph DeConinck / Tim Wade, City of Blythe Jim Hyatt / Jeff Hewitt, 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 / Michael Perciful, City of Hemet Dana Reed / To Be Appointed, City of Indian Wells Michael Wilson / Glenn Miller, City of Indio Brian Berkson / Verne Lauritzen, City of lurupa Valley Robert Radi / Kathleen Fitzpatrick, City of La Quinta Bob Magee / Natasha Johnson, City of Lake Elsinore Neil Winter / John Denver, City of Menifee Victoria Baca / To Be Appointed, 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 Michael M. Vargas / Rita Rogers, City of Perris Ted Weill / Charles Townsend, City of Rancho Mirage Rusty Bailey / Andy Melendrez, City of Riverside Andrew Kotyuk / Scott Miller, City of San Jacinto Michael S. Naggar / To Be Appointed, 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. Riverskle County Transportation Commission TO: Riverside County Transportation Commission FROM: Jennifer Harmon, Clerk of the Board DATE: May 3, 2017 SUBJECT: Possible Conflicts of Interest — Riverside County Transportation Commission Agenda of May 10, 2017 The May 10, 2017 agenda of the Riverside County Transportation Commission includes items that may raise possible conflicts of interest. A Commissioner may not participate in any discussion or action concerning a contract or amendment if a campaign contribution of more than $250 is received in the past 12 months or 3 months following the conclusion from any entity or individual listed. Agenda Item No. 9— Agreement for the Development of a Countywide Long Range Transportation Plan Consultant(s): VRPA Technologies, Inc. Georgiena Vivian, President 4630 W. Jennifer, Suite 105 Fresno, CA 93722 Alexandra Rackerby From: Alexandra Rackerby Sent: Thursday, May 04, 2017 9:38 AM To: Alexandra Rackerby Subject: RCTC May Commission Agenda - 05.10.2017 Attachments: Conflict of Interest Form.pdf; Conflict of Interest Memo.pdf Good morning Commissioners: The May Agenda for the Commission meeting scheduled for Wednesday, May 10, 2017 @ 9:30 a.m. is available. Please copy the link: http://www.rctcdev.info/uploads/media items/riverside-county-transportation-commission-may-10-2017.original.pdf 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, Allie Rackerby Records Technician Riverside County Transportation Conini lion PO Box 12008, Riverside, CA 92502-2208 4080 Lemon Street, 3,0 Floor, Riverside, CA 92501 (951) 787.7141 J rctc.org i Alexandra Rackerby From: Alexandra Rackerby Sent: Thursday, May 04, 2017 9:42 AM To: Alexandra Rackerby Subject: RCTC May Commission Agenda - 05.10.2017 Good morning Commission Alternates: The May Agenda for the Commission meeting scheduled for Wednesday, May 10, 2017 @ 9:30 a.m. is available. Please copy the link: http://www.rctcdev.info/uploads/media items/riverside-county-transportation-commission-may-10-2017.original.pdf Respectfully, IGrer de (aomy Transpaiaiion toemfeilaion Allie Rackerby Reconis Technician Riverside County Transportation Commission PO Box 12008, Riverside, CA 92502-2208 4080 lemon Street, 3ro Floor, Riverside, CA 92501 (951 )787-7141 I rctc.org 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, May 10, 2017 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 / ROLL CALL 2. PLEDGE OF ALLEGIANCE 3. 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. Riverside County Transportation Commission Agenda May 10, 2017 Page 2 4. APPROVAL OF MINUTES — JANUARY 26 AND APRIL 12, 2017 5. 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. 6. PUBLIC HEARING — PROPOSED BUDGET FOR FISCAL YEAR 2017/18 Overview This item is for the Commission to: Page 1 1) Discuss, review, and provide guidance on the proposed Fiscal Year 2017/18 Budget; and 2) Forward to the Commission to open the public hearing in order to receive input and comments on the proposed FY 2017/18 Budget on May 10 and on June 14, 2017, and thereafter close the public hearing. 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. SINGLE SIGNATURE AUTHORITY REPORT Page 20 Overview This item is for the Commission to receive and file the Single Signature Authority report for the third quarter ended March 31, 2017. 7B. STATE LEGISLATIVE UPDATE Overview This item is for the Commission to: 1) Adopt the following bill positions: a) AB 1523 (Obernolte) — Support; b) SB 150 (Allen) — Oppose; c) SB 264 (Nguyen) — Oppose; d) SB 477 (Cannella) — Support; and 2) Receive and file an update on state legislation. Page 22 Riverside County Transportation Commission Agenda May 10, 2017 Page 3 7C. COMMUTER RAIL GRANT RESOLUTIONS Overview This item is for the Commission to: Page 26 1) Adopt Resolution No. 17-007, "Resolution of the Riverside County Transportation Commission Regarding Authorization for the Execution of the Low Carbon Transit Operations Program Project — Perris Valley Line Operations in the Amount of $183,080"; and 2) Adopt Resolution No. 17-008, "Resolution of the Riverside County Transportation Commission Regarding Authorization for the Execution of the Certifications and Assurances and Authorized Agent Forms for the Low Carbon Transit Operation Program". 7D. AMENDMENT TO COMMISSION'S RAIL PROGRAM SHORT RANGE TRANSIT PLANS Page 32 Overview This item is for the Commission to amend the Commission's Commuter Rail Program's FY 2016/17 Short Range Transit Plan (SRTP), as follows: a) Allocate $16,956,682 of Federal Transit Administration (FTA) Section 5307 Grant funds to the 2017 Riverside County Rail Passenger Efficiency Upgrades project; and b) Allocate $16,816,916 of FTA Section 5337 Grant funds to the 2017 Commuter Rail State of Good Repair project. 7E. SHORT RANGE TRANSIT PLAN AMENDMENT TO RIVERSIDE TRANSIT AGENCY'S FISCAL YEAR 2016/2017 CAPITAL ASSISTANCE PROGRAM Overview This item is for the Commission to: Page 35 1) Approve modification to Riverside Transit Agency's (RTA) FY 2016/17 capital assistance program to reflect an additional $688,570 in FY 2013/14 and FY 2014/15 Federal Transit Administration (FTA) Section 5339 Hemet urbanized area (UZA) funds to cover capital expenses related to the Hemet Facility Rehabilitation project and allocate $172,143 in State Transit Assistance (STA) funds to provide required match for the FTA Section 5339 funds; 2) Amend RTA's FY 2016/17 capital assistance program to reflect an additional $1,492,532 in FY 2015/16 California Low Carbon Transit Operation Program (LCTOP) funds received for the UCR Mobility Hub; Riverside County Transportation Commission Agenda May 10, 2017 Page 4 3) Reprogram the Local Transportation Fund (LTF) capital amount of $2,400,000 originally identified for the Twin Cities Transit Center and move the funds to RTA's new Operations and Maintenance Facility project; and 4) Approve amendments to RTA's Short Range Transit Plan (SRTP) to reflect the changes outlined above. 7F. REQUEST TO JOIN THE CALIFORNIA VANPOOL AUTHORITY Overview This item is for the Commission to: Page 38 1) Adopt Resolution No. 17-009, "Resolution of the Riverside County Transportation Commission Resolving to Join the California Vanpool Authority"; 2) Authorize the Executive Director or designee to transmit a request to the California Vanpool Authority (CalVans) board to approve the Commission to join the joint powers authority; 3) Authorize the Executive Director, pursuant to legal counsel review, to execute an addendum to the joint powers agreement to form CalVans to memorialize the Commission's membership; 4) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute Agreement No. 17-45-089-00 with SunLine Transit Agency (SunLine) to approve the operation of the SunLine Vanpool Program (SolVan) under the terms and conditions of the Commission's membership in CalVans; and 5) Authorize the Chair to appoint one member and one alternate to serve on the CalVans board. 7G. CITIZENS ADVISORY COMMITTEE/SOCIAL SERVICES TRANSPORTATION ADVISORY COMMITTEE MEMBERSHIP NOMINATIONS Page 78 Overview This item is for the Commission to approve member reappointments to the Citizens Advisory Committee/Social Services Transportation Advisory Committee (CAC/SSTAC) effective May 10, 2017. Riverside County Transportation Commission Agenda May 10, 2017 Page 5 7H. FISCAL YEAR 2017/18 SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY AGREEMENT FOR INLAND EMPIRE RIDESHARE AND 511 SERVICES Overview This item is for the Commission to: Page 81 1) Approve Agreement No. 17-45-088-00 with the San Bernardino County Transportation Authority (SBCTA) to reimburse the Commission in an amount not to exceed $1.3 million for Fiscal Year 2017/18 commuter/employer rideshare and Inland Empire 511 (1E511) programs administered by the Commission, on behalf of both agencies, as part of an ongoing bi-county partnership; and 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. 8. INTERSTATE 15 EXPRESS LANES PROJECT AND 91 PROJECT COMPLETION PLANS OF FINANCE Page 102 Overview This item is for the Commission to: 1) Approve the 91 Project Completion Plan of Finance regarding the issuance of the 2017 Series A Sales Tax Revenue Bonds (2017 Bonds); 2) Approve the 1-15 Express Lanes Plan of Finance regarding the issuance of the 2017 Bonds and receipt of a TIFIA loan from the USDOT or, in the alternative to a TIFIA loan, the issuance of toll revenue bonds or short-term bridge financing; 3) Adopt Resolution No. 17-006, "Resolution Authorizing the Issuance and Sale of Not to Exceed $218,760,000 Aggregate Principal Amount of Riverside County Transportation Commission Sales Tax Revenue Bonds (Limited Tax Bonds) in One or More Series, Including the Execution and Delivery of a Seventh Supplemental Indenture, a Purchase Contract, an Official Statement, and a Continuing Disclosure Agreement, and the Authorization of a Toll Revenue Bond Financing of the 1-15 Express Lanes Project in an Amount Not To Exceed $165,000,000, Including the Execution and Delivery of a Master Indenture, a First Supplemental Indenture and a Loan Agreement Relating to Transportation Infrastructure Finance and Innovation Act Program Credit Assistance, and the Taking of All Other Actions Necessary in Connection Therewith"; 4) Approve the draft form of the Official Statement for the issuance of 2017 Bonds for the 1-15 Express Lanes and 91 Project in a not to exceed amount of $218,760,000 and authorize the Executive Director to revise, approve, and execute the printing and distribution of the Official Statement; Riverside County Transportation Commission Agenda May 10, 2017 Page 6 5) Approve the draft form of the Continuing Disclosure Agreement related to the 2017 Bonds between the Riverside County Transportation Commission and Digital Assurance Certification, L.L.C., as dissemination agent, and authorize the Executive Director to revise, approve, and execute the final Continuing Disclosure Agreement; 6) Approve the draft form of the Seventh Supplemental Indenture for the 2017 Bonds between the Riverside County Transportation Commission and U.S. Bank National Association (US Bank), as Trustee, and authorize the Executive Director to revise, approve, and execute the final Seventh Supplemental Indenture; 7) Approve the draft form of the Bond Purchase Agreement between the Riverside County Transportation Commission and Bank of America Merrill Lynch (BofAML) and Goldman, Sachs & Co. (Goldman), as Underwriter Representative acting on behalf of itself and Barclays Capital Inc. (Barclays), Academy Securities (Academy), and Fidelity Capital Markets. (Fidelity), (collectively the Underwriters), for the 2017 Bonds and authorize the Chief Financial Officer to revise, approve, and execute the final Bond Purchase Agreement; 8) Approve the draft form of the Master Indenture between the Riverside County Transportation Commission and US Bank, as Trustee, related to the Toll Revenue Bonds for the 1-15 Express Lanes and authorize the Executive Director to revise, approve, and execute the final Indenture; 9) Approve the draft form of the First Supplemental Indenture for the 1-15 Express Lanes TIFIA loan between the Riverside County Transportation Commission and US Bank, as Trustee, and authorize the Executive Director to revise, approve, and execute the final First Supplemental Indenture; 10) Approve the draft form of the TIFIA Loan Agreement between the Riverside County Transportation Commission and the USDOT for an amount not to exceed $165 million and authorize the Executive Director to revise, approve, and execute the final TIFIA Loan Agreement; and 11) Approve the estimated costs of issuance to be paid from the bond proceeds and execution of related agreements, as required. 9. AGREEMENT FOR THE DEVELOPMENT OF A COUNTYWIDE LONG RANGE TRANSPORTATION PLAN Overview This item is for the Commission to: Page 520 1) Award Agreement No. 17-65-071-00 to VRPA Technologies, Inc. for the development of a long range transportation plan (LRTP) for a two-year term, in an amount of $963,002, plus a contingency amount of $96,300, for a total amount not to exceed $1,059,302; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Authorize the Executive Director or designee to approve the use of the contingency amount as may be required for these services. Riverside County Transportation Commission Agenda May 10, 2017 Page 7 10. RCTC 91 EXPRESS LANES MONTHLY OPERATIONS REPORT Page 542 This item is for the Commission to receive an oral report on the RCTC 91 Express Lanes operations. 11. ITEM(S) PULLED FROM CONSENT CALENDAR AGENDA 12. 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. 13. ADJOURNMENT The next meeting of the Commission is scheduled to be held on Wednesday, June 14, 2017, Board Room, First Floor, County Administrative Center, 4080 Lemon Street, Riverside. RIVERSIDE COUNTY TRANSPORTATION COMMISSION ROLL CALL MAY 10, 2017 Present Absent County of Riverside, District I ;Y./ County of Riverside, District II 0 County of Riverside, District III 0 County of Riverside, District IV 0 County of Riverside, District V ,I 0 City of Banning ,21'. 0 City of Beaumont ,J 0 City of Blythe 0 City of Calimesa 0 City of Canyon Lake JY 0 City of Cathedral City l•Jam' O City of Coachella 0 City of Corona f.0 City of Desert Hot Springs 0 City of Eastvale P..: 2.0 City of Hemet ,I 0 City of Indian Wells 0 City of Indio O City of Jurupa Valley 0 City of La Qu i nta )71' 0 City of Lake Elsinore , 0 City of Menifee El City of Moreno Valley 0 City of Murrieta Mt. 0 City of Norco ,i' 0 City of Palm Desert Jam' 0 City of Palm Springs 0 City of Perris )2r 0 City of Rancho Mirage 0 City of Riverside 0 City of San Jacinto 0 City of Temecula �' 0 City of Wildomar 0 Governor's Appointee, Caltrans District 8 P • 7 0 AGENDA ITEM 5 MINUTES RIVERSIDE COUNTY TRANSPORTATION COMMISSION MINUTES Thursday, January 26, 2017 1. CALL TO ORDER The Riverside County Transportation Commission was called to order by Vice Chair Dana Reed at 1:31 p.m. in the Board Room at the Hyatt Palm Springs, 285 North Palm Canyon Drive, Palm Springs, California. 2. PLEDGE OF ALLEGIANCE Jennifer Harmon, Clerk of the Board, led the Commission in a flag salute. 3. ROLL CALL Commissioners/Alternates Present Marion Ashley Rusty Bailey Ben Benoit Brian Berkson Nancy Carroll Joseph DeConinck Ray Desselle Ginny Foat* Deborah Franklin Rick Gibbs Dawn Haggerty Berwin Hanna Jim Hyatt Kevin Jeffries Andrew Kotyuk Bob Magee Scott Matas Greg Pettis Robert Radi Dana Reed Adam Rush* Karen Spiegel Michael Vargas Chuck Washington* Ted Weill *Arrive after meeting was called to order 4. PUBLIC COMMENTS There were no requests to speak from the public. 5. ADDITIONS / REVISIONS There were no additions or revisions to the agenda. Commissioners Absent Victoria Baca Jan Harnik Steven Hernandez Linda Krupa Michael Naggar John F. Tavaglione Michael Wilson Neil Winter County of Riverside District 4 Riverside County Transportation Commission Minutes January 26, 2017 Page 2 6. CONVEYANCE OF PROPERTY ON VINE STREET TO RIVERSIDE TRANSIT AGENCY Robert Yates, Multimodal Services Director, presented the proposed conveyance of Commission property to the Riverside Transit Agency. M/S/C (Radi/Bailey) to approve the conveyance of unused property to the Riverside Transit Agency. At this time, Commissioner Ginny Foat arrived at the meeting. 7. AGREEMENT FOR INTERSTATE 15 EXPRESS LANES PROJECT TOLL SERVICES Jennifer Crosson, Toll Operations Manager, presented the procurement process and the scope of the agreement with Kapsch TrafficCom Transportation NA Inc. for toll services for the Interstate 15 Express Lanes project. M/S/C (Benoit/Hanna) to: 1) Award Agreement No. 16-31-043-00 to Kapsch TrafficCom Transportation NA Inc. as the toll services provider (TSP) to design, implement, operate, and maintain a toll collection system (toll services) in support of the Interstate 15 Express Lanes project (project) in the amount of $58,878,892, plus a contingency amount of $5,887,889, for a total amount not to exceed $64,766,781; 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 by the project; 4) Authorize staff to issue Notice to Proceed No. 1 under the agreement in an amount not to exceed $1,065,000 after execution of the agreement; 5) Authorize staff to issue Notice to Proceed No. 2 for the remainder of the agreement work after financial close including the successful sale of bonds and funding of the U.S. Department of Transportation (USDOT) Transportation Investment Finance and Innovation Act (TIFIA) loan and TSP compliance with the agreement requirements; and 6) Authorize the payment of passthrough items in an amount not to exceed $5 million. Riverside County Transportation Commission Minutes January 26, 2017 Page 3 8. RESOLUTION CONSIDERING STATE ROUTE 79 REALIGNMENT PROJECT ENVIRONMENTAL IMPACT REPORT AND APPROVING THE STATE ROUTE 79 REALIGNMENT PROJECT AS A RESPONSIBLE AGENCY Patti Castillo, Capital Projects Manager, presented the resolution and agreement related to the State Route 79 realignment project, highlighting the following areas: • Project location, timeline, and benefits; • Selected alignment; • Estimated project costs; and • Project status. Anne Mayer, Executive Director, discussed a commendation letter from the U.S. Environmental Protection Agency sent to Caltrans regarding the SR-79 realignment project. At this time, Second Vice Chair Chuck Washington and Commissioner Adam Rush joined the meeting. Commissioner Andrew Kotyuk provided comments in support of the project and commended the project leadership. Commissioner Karen Spiegel also provided comments in support of the project. Anne Mayer expressed her appreciation for the efforts of Commissioner and Caltrans District 8 Director John Bulinski related to the record of decision for this project. Commissioner Bulinski reciprocated with his appreciation to Ms. Mayer for her persistence and leadership. M/S/C (Kotyuk/Washington) to: 1) Adopt Resolution No. 17-002, "Resolution Considering the Final Environmental Impact Report (SCH # 2004091040) Adopting Findings Pursuant to the California Environmental Quality Act, Adopting a Mitigation Monitoring and Reporting Program, Adopting a Statement of Overriding Considerations, and Approving the State Route 79 Realignment Project"; 2) Approve the State Route 79 Realignment project (project) to move into the right of way (ROW) acquisition phase for environmental mitigation properties; Riverside County Transportation Commission Minutes January 26, 2017 Page 4 3) Approve Agreement No. 02-31-043-10, Amendment No. 10 to Agreement No. 02-31-043-00, with CH2M to perform post environmental impact report (EIR)/environmental impact statement (EIS) closeout tasks including biological resource mitigation in the amount of $358,355, plus a contingency of $35,835, for a total of $394,190, for a total amount not to exceed $32,136,356; and 4) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. 9. AGREEMENT FOR A REGIONAL TRUCK STUDY AND DEVELOPMENT AND IMPLEMENTATION OF A REGIONAL LOGISTICS MITIGATION FEE John Standiford, Deputy Executive Director, presented the scope of the agreement for a regional truck study along with the development of a regional logistics mitigation fee, highlighting the following areas: • Lawsuits challenging the environmental documents for the World Logistics Center; • Terms of the settlement reached between the Commission, the county of Riverside, the city of Moreno Valley, and Highland Fairview; • Truck study and regional fee program; and • Contract award and implementation of a truck study. In response to Commissioner Foat's request for clarification regarding the approval needed for a regional fee, John Standiford responded a regional logistics fee program would require approval of the county of Riverside or 75 percent of the cities. Commissioner Foat then asked about any prior mitigation measures that could be referred to. Anne Mayer responded the Commission did not engage in any mitigation discussions for the Skechers development as that was part of the city of Moreno Valley's determination and confirmed no improvements were performed along SR-60. In response to Commissioner Foat's follow up questions regarding retroactively charging fees on existing facilities, existing fee programs in other jurisdictions, and the guidelines to determine what the fees could fund, Anne Mayer, in consultation with Steve DeBaun, legal counsel, stated the fee would only apply to new development. Additionally, the study will consider existing fee programs related to logistics or warehouses within Riverside County as well as nationwide. Finally, the regional logistics fee program cannot duplicate the existing Transportation Uniform Mitigation Fee programs; it will focus on the regional mainline freeway impacts and possibly grade separation impacts. Riverside County Transportation Commission Minutes January 26, 2017 Page 5 In response to Commissioner Kotyuk's question regarding if the fee will apply to other public agencies and if the fee could be collected on existing facilities that require facility modifications, Anne Mayer briefly discussed the benefits of a regional approach and stated the study will address these types of questions and consider a number of different options. In response to Commissioner Rush's question regarding the Western Riverside Council of Governments (WRCOG), Anne Mayer confirmed WRCOG is aware of the study and participated on the selection panel for the contract. She then noted the Commission undertook a Freeway Uniform Mitigation Fee study in 2008, which will be used as a point of reference. Commissioner Rush then asked to what level this study will be useful to other jurisdictions looking to conduct similar studies. Anne Mayer responded staff believes the information will be useful for appropriately mitigating the impacts of warehouse development regardless of whether or not a regional logistics fee program is adopted. Commissioner Nancy Carroll requested consideration of the impacts within Riverside County due to warehouse developments in adjacent counties. M/S/C (Ashley/Hanna) to: 1) Award Agreement No. 17-65-005-00 to WSP Parsons Brinckerhoff, Inc. for a regional truck study and development and implementation of a regional logistics mitigation fee for a two-year term, in an amount of $925,017, plus a contingency amount of $49,983, for a total amount not to exceed $975,000; 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 these services. 10. RESPONSIBILITIES FOR ADMINISTERING THE WESTERN RIVERSIDE COUNTY TRANSPORTATION UNIFORM MITIGATION FEE PROGRAM John Standiford presented Commissioner Jeffries' request to discuss the possibility of consolidating all responsibilities for the Western Riverside County (WRC) TUMF program with the Commission. He then provided the history of the TUMF programs. Commissioner Jeffries expressed as the Commission specializes only in transportation, it is logical to examine the possible efficiencies that could be gained from having the WRC Riverside County Transportation Commission Minutes January 26, 2017 Page 6 TUMF under one organization. He added this would not impact on the Coachella Valley and would include a separate voting process that could be easily managed. He asked staff to determine if efficiencies could be realized and what would be required related to the legal framework for the Commission to assume all responsibilities for the WRC TUMF program. Commissioner Washington provided his background with the WRC TUMF program. He expressed his belief the current structure has been very productive and provided local control. He stated he is not aware of any issues and supports leaving the existing structure. In response to Commissioner Rick Gibbs' question if the system is broken, Anne Mayer stated no and provided additional background information regarding the original memorandum of understanding (MOU), the subsequent revenue decline, and the resulting amended MOU, which protected projects. Commissioner Gibbs then asked what problem needs to be solved if the system is not broken. Commissioner Bob Magee stated when dollars collected by the program are compared with funding allocated from the program by jurisdiction, there is a disparity in the allocations to southwest Riverside County. He stated there has been a period of time in which his jurisdiction did not have a seat at the table. He expressed his strong support for forming an ad hoc committee to look at improving the program, streamlining processes, and revising the manner in which funds are allocated to ensure a geographic balance. Commissioner Kotyuk stated he believes it is the Commission's fiduciary responsibility to reassess the TUMF program and determine if new efficiencies can be achieved that could reduce costs, resulting in funding more projects. This is a dynamic organization that must take an unbiased look at this program. He then volunteered to serve on the ad hoc committee. Anne Mayer asked any Commissioners interested in serving on the ad hoc committee to notify the Clerk of the Board. The Chair will make the appointments. M/S/C (Magee/Kotyuk) to: 1) Direct staff to evaluate potential changes to the administration of the Western Riverside County TUMF program; and 2) Form an ad hoc committee of Western Riverside County Commissioners appointed by the Chair that will return to the Commission with recommendations within 120 days. Riverside County Transportation Commission Minutes January 26, 2017 Page 7 No: Hyatt Abstain: Foat, Pettis, Radi, Reed 11. COMMISSIONERS / EXECUTIVE DIRECTOR REPORT 11A. Commissioner Greg Pettis announced the 5th Annual California Passenger Rail Summit is scheduled for April 18-19 in Sacramento. 11B. Commissioner Kotyuk announced the Southern California Regional Rail Authority/Metrolink Board Workshop and Meeting is scheduled for April 20-21 at the Mission Inn, Riverside. 11C. Commissioner Foat welcomed the Commissioners to Palm Springs and highlighted the VillageFest street fair will take place this evening along Palm Canyon Drive. 12. ADJOURNMENT There being no further business for consideration by the Riverside County Transportation Commission, the meeting adjourned at 2:56 p.m. Respectfully submitted, Jennifer Harmon Clerk of the Board RIVERSIDE COUNTY TRANSPORTATION COMMISSION MINUTES Wednesday, April 12, 2017 1. CALL TO ORDER / ROLL CALL The Riverside County Transportation Commission was called to order by Chairman John Tavaglione 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 Bob Magee led the Commission in a flag salute. Commissioners/Alternates Present Commissioners Absent Marion Ashley Victoria Baca Rusty Bailey Ben Benoit Brian Berkson John Bulinski Joseph DeConinck Deborah Franklin Rick Gibbs Dawn Haggerty Berwin Hanna Jan Harnik Steven Hernandez Jim Hyatt Kevin Jeffries 3. PUBLIC COMMENTS Shelley Kaplan Andrew Kotyuk Linda Krupa Bob Magee Scott Matas Robert Radi Dana Reed Adam Rush Karen Spiegel John F. Tavaglione Michael Vargas Chuck Washington Lloyd White Michael Wilson Neil Winter Ginny Foat Michael Naggar Ted Weill County of Riverside District 4 Executive Director Anne Mayer presented Management Analyst Ruby Arellano with a 10-year service award. Chairman Tavaglione announced the agenda items will be addressed out of order. The agenda items are listed in the order addressed. Riverside County Transportation Commission Minutes April 12, 2017 Page 2 6. ADDITIONS / REVISIONS Chairman Tavaglione announced an urgency action and revised agenda item for Agenda Item No. 10, "State and Federal Legislative Update", needed to be added to the agenda. The urgency action and revision arose subsequent to the publication of the agenda and requires immediate action. M/S/C (Tavaglione/Spiegel) to add the urgency action and revision to Agenda Item No. 10 10. STATE AND FEDERAL LEGISLATIVE UPDATE Aaron Hake, External Affairs Director, presented an update on SB 1 — the Road Repair and Accountability Act of 2017 — as well as ACA 5 and SB 132. Commissioner Karen Spiegel requested the presentation be sent to the Commissioners. She then asked whether the SB 1 funding is in addition to the streets and roads funding the cities currently receive and what is the Commission's position on SB 496. Aaron Hake confirmed SB 1 funds are in addition to existing funding. He also stated the Commission has not taken a position on SB 496. Commissioner Spiegel then reminded the Commissioners that whether or not they supported SB 1, it is important to look at the benefits that Riverside County will receive as a result of SB 132 and recommended support. Commissioner Steven Hernandez expressed his appreciation to staff and the Riverside County Legislators for their efforts on SB 132. In response to Commissioner Neil Winter's inquiry regarding SB 37 (Roth), Aaron Hake stated he had limited details on this bill and would defer to the Senator Roth's office for information. Commissioner Andrew Kotyuk concurred with Commissioner Hernandez's comments and also recognized the efforts of the Metrolink staff for their participation in the bill. Commissioner Adam Rush provided comments in support of SB 37. M/S/C (Spiegel/Bailey) to: 1d) Adopt a Support position for SB 132. Aaron Hake then presented the remaining three recommended bill positions. Riverside County Transportation Commission Minutes April 12, 2017 Page 3 At this time, Commissioner Rush left the meeting. Commissioner Kevin Jeffries provided comments in opposition of AB 179 and requested the Commission vote on AB 179 separately from the other items. Additionally, he briefly discussed the reasons he will abstain from voting on the proposed position for AB 697. M/S/C (Jeffries/Reed) to vote on staff recommendation no. la separate from the other action items. M/S/C (Gibbs/Baca) to: 1) Adopt the following bill position: a) AB 179 (Cervantes) — Oppose; Abstain: Hernandez M/S/C (Radi/Benoit) to: 1) Adopt the following bill positions: b) AB 408 (Chen) — Oppose; c) AB 697 (Fong) — Oppose; 2) Receive and file an update on state and federal legislation. Abstain: Hernandez and Jeffries Chairman Tavaglione briefed the Commission on a press conference held by Governor Jerry Brown in support of SB 1 in the city of Riverside on Tuesday, April 4. 4. CLOSED SESSION CONFERENCE WITH LEGAL COUNSEL: ANTICIPATED LITIGATION Exposure to Litigation Pursuant to Government Code Section 54956.9(d)(2) Potential Number of Cases: 2 There were no announcements from the Closed Session items. At this time, Commissioner Scott Matas stepped out of the meeting. 5. APPROVAL OF MINUTES — MARCH 8, 2017 M/S/C (Benoit/Franklin) to approve the March 8, 2017 minutes as submitted. Abstain: Kaplan Riverside County Transportation Commission Minutes April 12, 2017 Page 4 7. CONSENT CALENDAR M/S/C (Vargas/Baca) to approve the following Consent Calendar items. 7A. AGREEMENT FOR INVESTMENT MANAGEMENT SERVICES FOR THE INTERSTATE 15 EXPRESS LANES 1) Award Agreement No. 17-19-050-00 to Logan Circle Partners, L.P. for the provision of investment management services for the Interstate 15 Express Lanes project for a five-year term, and two, one-year options to extend the agreement, for a total amount not to exceed $400,000; 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. 7B. INTERSTATE 15 EXPRESS LANES PROJECT — AT&T UTILITY AGREEMENT 1) Approve Agreement No. 17-31-080-00 with AT&T for a utility relocation for the Interstate 15 Express Lanes project in the amount of $296,524, plus a contingency amount of $29,652, for a revised total amount not to exceed $326,176; 2) Authorize the 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 by the project. 7C. ADVANCE OF LOCAL TRANSPORTATION FUND FUNDS IN SUPPORT OF CONTINUED BUS OPERATIONS 1) Approve an advance of Local Transportation Fund (LTF) funds in the amount of $9.5 million to the Riverside Transit Agency (RTA) until such time that the appropriation of the remainder of FFY 2016/17 Federal Transit Administration (FTA) Section 5307 funds are released to RTA; and 2) Approve an advance of LTF funds in the amount of $3 million to SunLine Transit Agency (SunLine) until such time that the appropriation of the remainder of FFY 2016/17 FTA Section 5307 funds are released to SunLine. Riverside County Transportation Commission Minutes April 12, 2017 Page 5 7D. BLYTHE WELLNESS EXPRESS PROJECT 1) Approve Memorandum of Understanding (MOU) and Subrecipient Agreement No. 17-26-076-00 with Palo Verde Valley Transit Agency (PVVTA) for the Blythe Wellness Express (BWE); 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Approve an increase of $31,000 to the FY 2016/17 budget expenditures and federal revenues. At this time, Commissioner Matas rejoined the meeting. 8. AGREEMENT FOR INTERSTATE 15 EXPRESS LANES PROJECT DESIGN -BUILD SERVICES Michael Blomquist, Toll Program Director, presented the procurement process and the scope of the agreement for the Interstate 15 Express Lanes project design -build services. In response to Commissioner Winter's question regarding delay costs, Michael Blomquist responded there is an added cost of liquidated damages in the contract that would apply to delays due to the contractor, which is approximately $50,000 per day. M/S/C (Gibbs/Baca) to: 1) Award Agreement No. 16-31-057-00 to Skanska-Ames, a Joint Venture (Skanska-Ames) as the design -builder to design and construct the Interstate 15 Express Lanes project in the amount of $243,900,000, plus a contingency amount of $19,512,000, for a total amount not to exceed $263,412,000; 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 by the project; 4) Authorize staff to issue a Notice to Proceed No. 1 under the agreement in an amount not to exceed $5,250,000 after execution of the agreement; and 5) Authorize staff to issue a Notice to Proceed No. 2 for the remainder of the agreement work after financial close including the successful sale of bonds and funding of the U.S. Department of Transportation (USDOT) Transportation Investment Finance and Innovation Act (TIFIA) loan and design -builder compliance with the agreement requirements. At this time, Commissioner Ben Benoit left the meeting. Riverside County Transportation Commission Minutes April 12, 2017 Page 6 9. AMENDMENT TO AGREEMENT WITH HDR ENGINEERING INC. FOR CONSTRUCTION MANAGEMENT SERVICES FOR THE PERRIS VALLEY LINE PROJECT Edda Rosso, Capital Projects Manager, presented the scope of the amendment to the agreement with HDR Engineering, Inc. for construction management services for the Perris Valley Line project. M/S/C (Baca/Reed) to: 1) Approve Agreement No. 10-31-058-06, Amendment No. 6 to Agreement No. 10-31-058-00, with HDR Engineering Inc. (HDR) to provide construction management for the Perris Valley Line (PVL) project in the amount of $1.7 million, plus a contingency amount of $300,000, for an additional amount of $2 million, and a total amount not to exceed $27,050,146; 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, pursuant to legal counsel review, to approve the use of the contingency as may be required for the project. 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. Chair Tavaglione commended Toll Projects Manager David Thomas for his hard work and dedication on the 91 Project. Commissioner Spiegel also commended David Thomas and Eliza Perez for the public outreach efforts for the 91 Project. Anne Mayer thanked the Commissioners for their kind words and presented the video of the 91 Project dedication ceremony. Riverside County Transportation Commission Minutes April 12, 2017 Page 7 13. ADJOURNMENT There being no further business for consideration by the Riverside County Transportation Commission, Chair Tavaglione adjourned the meeting at 11:17 a.m. The next Commission meeting is scheduled to be held at 9:30 a.m., Wednesday, May 10, 2017, Board Chambers, First Floor, County Administrative Center, 4080 Lemon Street, Riverside. Respectfully submitted, Jennifer Harmon Clerk of the Board AGENDA ITEM 6 PUBLIC HEARING RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: May 10, 2017 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Michele Cisneros, Deputy Director of Finance Theresia Trevino, Chief Financial Officer THROUGH: Anne Mayer, Executive Director SUBJECT: Proposed Budget for Fiscal Year 2017/18 BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Discuss, review, and provide guidance on the proposed Fiscal Year 2017/18 Budget; and 2) Forward to the Commission to open the public hearing in order to receive input and comments on the proposed FY 2017/18 Budget on May 10 and on June 14, 2017, and thereafter close the public hearing. BACKGROUND INFORMATION: Staff completed the initial budget preparation process, and attached is an executive summary for the proposed FY 2017/18 Budget. The policy goals and objectives approved by the Commission on March 8 were the basis of this budget. The long-term policy goals that support the Commission's objectives considered during the preparation of the budget relate to promote mobility; mitigate and address impact of goods movement; encourage economic development; ensure improved system efficiencies; foster environmental stewardship; support transportation choices through intermodalism and accessibility; prioritize public and stakeholder communications; and maintain fiscal and organizational accountability. Staff will present highlights of significant items included in the budget and is seeking review of and input on the proposed FY 2017/18 Budget. Based on input received from Commissioners, staff will update the document, as necessary, and present the proposed budget for the opening of the public hearing and for the Commission's review on May 10. As a result of input received from the public and the Commission, staff will make any necessary changes to the budget document for final review, close of the public hearing, and adoption at its June 14 Commission meeting. The executive summary document contains a summary of all departmental budgets and summarizes the information for the Commission. The department budgets present the goals and objectives, the resources needed to accomplish the goals, and the appropriations required to Agenda Item 6 1 accomplish the tasks. Staff also included the budgets by fund type, as this table provides a summary of the budgeted revenues and expenditures/expenses from a fund perspective. Preliminary funding estimates for transit operating and capital expenditures have been included in the budget, although the draft Short Range Transit Plans are still under review. An adjustment for a revised estimate of these transit expenditures may be included in the final budget document presented in June 2017. At the June 14 Commission meeting, staff will present the entire budget document with detailed narratives. A summary of the proposed FY 2017/18 Budget is as follows: Revenues and other financing sources: Sales taxes -Measure A and Local Transportation Funds Reimbursements (federal, state, and other) Transportation Uniform Mitigation Funds, including reimbursements State Transit Assistance Toll revenues Other revenues Interest on investments Debt proceeds Transfers in Total revenues and other financing sources Expenditures and other financing uses: Personnel salaries and fringe benefits Professional services Support services Projects and operations Capital outlay Debt service (principal and interest) Transfers out Total expenditures and other financing uses Excess (deficiency) of revenues and other financing sources over (under) expenditures and other financing uses Beginning fund balance (projected) Ending fund balance (projected) FY 2017/18 Budget $ 264,000,000 98, 648,100 21,250,000 10,469,000 16,835,800 248,000 3,516,700 285,652,000 295,634,900 996,254,500 9,554,200 17, 871,100 11, 643, 200 625,197,700 5,380,000 102,668,200 295,634,900 1, 067, 949, 300 (71,694,800) 678,545,600 $ 606,850,800 Attachment: Executive Summary for the Proposed FY 2017/18 Budget Agenda Item 6 2 Executive Summary Introduction The budget for Fiscal Year (FY) 2017/18 is presented to the Board of Commissioners (Board) and the citizens of Riverside County. The budget outlines the projects the Commission plans to undertake during the year and appropriates expenditures to accomplish these tasks. The budget also shows the funding sources and fund balances that will be used for these projects. This document will serve as the Commission's monetary guideline. To provide the reader a better understanding of the projects, staff has included descriptive information regarding each department and major projects. The discussion in each department includes a review of accomplishments, major initiatives, and key assumptions. Staff used the goals and objectives approved at the Commission meeting on March 8, 2017 to prepare this budget. In addition to the Commission's guiding principles, long-term goals, and strategic plan, the short-term factors listed below were used to guide the development of the budget. Operational • Aggressively pursue completion of the State Route (SR) 91 project (91 Project) and development of the Interstate (I) 15 Express Lanes, Mid County Parkway, and SR-79 realignment projects included in the Western Riverside County Delivery Plan, as these projects create jobs and improve the economic base in the County. (Mobility, Economic Development) • Enhance corridor mobility and traveler choice with the operation of the tolled 91 Express Lanes and the continued development of tolled express lanes on 1-15. (Mobility) • Provide leadership in the planning and development of the Coachella Valley -San Gorgonio Pass corridor rail service. (Mobility) • Work closely with local jurisdictions to implement the Transportation Uniform Mitigation Fee (TUMF) regional arterial program projects and facilitate the delivery of eligible arterial improvements in western Riverside County (Western County). (Mobility) • Work closely with partners in the Coachella Valley to ensure the implementation of Measure A funding priorities. (Mobility) • Work with local and regional agencies in developing resources for preservation and maintenance of the highways and regional arterials. (System Efficiencies) • Continue active engagement in state and federal efforts to streamline and modernize the California Environmental Quality Act (CEQA) and the National Environmental Policy Act (NEPA) to improve the Commission's ability to deliver critical projects. (Mobility, Environmental Stewardship) • Support innovative programs that provide transit assistance in hard to serve rural areas or for riders with special transit needs. (Intermodalism & Accessibility) • Support cost controls and promote operating efficiency for transit operators. (Intermodalism & Accessibility, System Efficiencies) • Maintain effective partnerships among commuters, employers, and government to increase the efficiency of our transportation system by encouraging and promoting motorized and non -motorized transportation alternatives. (Intermodalism & Accessibility, System Efficiencies) • Continue to provide a motorist aid system that ensures safety and convenience to freeway motorists. (System Efficiencies) • Maintain an active involvement in state and federal legislative matters to ensure that the Commission receives proper consideration for transportation projects and funding. (Communications) • Explore local options for sustainable funding in addressing long-term transportation and quality -of -life needs for the County. (Communications, Environmental Stewardship) • Commence the first ten-year update of the 2009 Measure A Expenditure Plan, as required by the ordinance, and initiate the development of a county -wide transportation plan. (Mobility) • Develop and implement express lane marketing and promotion campaigns for the 91 Express Lanes to increase customer accounts and lane usage. (Communications, Mobility) • Maintain close communication with Commissioners and educate policy makers on all issues of importance to the Commission. (Communications) 3 " D e v e l o p a n d e x e c u t e a c o m m u n i c a t i o n s a n d p u b l i c e n g a g e m e n t s t r a t e g y f o r t h e p u r p o s e s o f e d u c a t i o n , i n f o r m a t i o n , a n d c u s t o m e r s e r v i c e . ( C o m m u n i c a t i o n s ) F i n a n c i a l " F u n d a d m i n i s t r a t i v e c o s t s w i t h a l l o c a t i o n s f r o m p r o g r a m f u n d i n g s o u r c e s . ( F i n a n c i a l P l a n n i n g ) " M a i n t a i n a d m i n i s t r a t i v e p r o g r a m d e l i v e r y c o s t s b e l o w t h e p o l i c y t h r e s h o l d o f 4 % o f M e a s u r e A r e v e n u e s ; t h e F Y 2 0 1 7 / 1 8 M a n a g e m e n t S e r v i c e s b u d g e t i s 1 . 6 4 % o f M e a s u r e A r e v e n u e s . ( F i n a n c i a l P l a n n i n g , E x p e n d i t u r e s ) " M a i n t a i n a d m i n i s t r a t i v e s a l a r i e s a n d b e n e f i t s a t l e s s t h a n 1 % o f M e a s u r e A r e v e n u e s ; t h e F Y 2 0 1 7 / 1 8 a d m i n i s t r a t i v e s a l a r i e s a n d b e n e f i t s i s . 5 4 % o f M e a s u r e A r e v e n u e s . ( F i n a n c i a l P l a n n i n g , E x p e n d i t u r e s ) " C o n t i n u e t o m a i n t a i n p r u d e n t c a s h r e s e r v e s t o p r o v i d e s o m e l e v e l o f i n s u l a t i o n f o r u n p l a n n e d e x p e n d i t u r e s . ( R e s e r v e s , C a s h M a n a g e m e n t & I n v e s t m e n t ) " C o n t i n u e t o m a i n t a i n c u r r e n t s t r o n g b o n d r a t i n g s w i t h r a t i n g a g e n c i e s . ( D e b t M a n a g e m e n t ) " M o v e f o r w a r d o n M e a s u r e A p r o j e c t s f o r h i g h w a y s a n d r e g i o n a l a r t e r i a l s u s i n g s a l e s t a x r e v e n u e s , T U M F r e v e n u e s , a n d s t a t e a n d f e d e r a l f u n d i n g a s w e l l a s f i n a n c i n g a l t e r n a t i v e s s u c h a s c o m m e r c i a l p a p e r , s a l e s t a x r e v e n u e b o n d s , t o l l r e v e n u e b o n d s , a n d f e d e r a l l o a n s . ( D e b t M a n a g e m e n t , E x p e n d i t u r e s ) " E s t a b l i s h a n d m a i n t a i n r e v e n u e s a n d r e s e r v e s g e n e r a t e d f r o m t o l l o p e r a t i o n s t o b e a v a i l a b l e f o r d e b t s e r v i c e i n a c c o r d a n c e w i t h t o l l s u p p o r t e d d e b t a g r e e m e n t s ; m a i n t e n a n c e , r e p a i r , r e h a b i l i t a t i o n , a d m i n i s t r a t i o n a n d o p e r a t i o n s ; a n d c a p i t a l p r o j e c t s w i t h i n t h e c o r r i d o r . ( R e s e r v e s , R e v e n u e s ) " C o n d u c t e n h a n c e d o u t r e a c h t o b u s i n e s s e s a n d c o n t r a c t o r s l o c a t e d i n t h e C o u n t y r e g a r d i n g o p p o r t u n i t i e s t o p r o v i d e c o m p e t i t i v e a n d q u a l i f i e d g o o d s a n d / o r s e r v i c e s t o t h e C o m m i s s i o n . ( P r o c u r e m e n t ) " M a i n t a i n t h e e n t e r p r i s e r e s o u r c e p l a n n i n g ( E R P ) s y s t e m t o i n t e g r a t e p r o j e c t a c c o u n t i n g n e e d s a n d i m p r o v e a c c o u n t i n g e f f i c i e n c y . ( A u d i t i n g , A c c o u n t i n g & F i n a n c i a l R e p o r t i n g ) " M a n a g e C o m m i s s i o n p r o j e c t s a n d p r o g r a m s , i n c l u d i n g t o l l o p e r a t i o n s , w i t h a s m a l l b u t e f f e c t i v e s t a f f b y a u g m e n t i n g s t a f f e f f o r t s w i t h c o n t r a c t s t a f f a n d c o n s u l t a n t s . ( H u m a n R e s o u r c e s M a n a g e m e n t ) B u d g e t O v e r v i e w T o t a l s o u r c e s ( T a b l e 1 ) a r e b u d g e t e d a t $ 9 9 6 , 2 5 4 , 5 0 0 w h i c h i s a n i n c r e a s e o f 3 5 % o v e r F Y 2 0 1 6 / 1 7 p r o j e c t e d s o u r c e s a n d a 2 4 % i n c r e a s e o v e r t h e F Y 2 0 1 6 / 1 7 r e v i s e d b u d g e t . T o t a l s o u r c e s a r e c o m p r i s e d o f r e v e n u e s o f $ 4 1 4 , 9 6 7 , 6 0 0 , t r a n s f e r s i n o f $ 2 9 5 , 6 3 4 , 9 0 0 , a n d d e b t p r o c e e d s o f $ 2 8 5 , 6 5 2 , 0 0 0 . T h e p r o j e c t e d f u n d b a l a n c e a t J u n e 3 0 , 2 0 1 7 a v a i l a b l e f o r e x p e n d i t u r e s / e x p e n s e s ( e x c l u d i n g r e s e r v e s f o r d e b t s e r v i c e o f $ 4 8 , 1 5 1 , 0 0 0 a n d a d v a n c e s r e c e i v a b l e o f $ 2 8 , 4 7 6 , 5 0 0 ) i s $ 6 0 1 , 9 1 8 , 1 0 0 . A c c o r d i n g l y , t o t a l f u n d i n g a v a i l a b l e f o r t h e F Y 2 0 1 7 / 1 8 b u d g e t t o t a l s $ 1 , 5 9 8 , 1 7 2 , 6 0 0 . T a b l e 1 S o u r c e s F Y 2 0 1 6 - 2 0 1 8 F Y 1 5 / 1 6 F Y 1 6 / 1 7 F Y 1 6 / 1 7 F Y 1 7 / 1 8 D o l l a r P e r c e n t A c t u a l R e v i s e d B u d g e t P r o j e c t e d B u d g e t C h a n g e C h a n g e M e a s u r e A S a l e s T a x $ 1 6 7 , 6 3 0 , 3 0 0 $ 1 7 3 , 0 0 0 , 0 0 0 $ 1 7 3 , 0 0 0 , 0 0 0 L T F S a l e s T a x 8 3 , 7 7 6 , 5 0 0 8 5 , 0 0 0 , 0 0 0 8 5 , 0 0 0 , 0 0 0 S T A S a l e s T a x 1 3 , 3 5 8 , 0 0 0 1 0 , 8 2 1 , 6 0 0 1 0 , 8 2 1 , 6 0 0 I n t e r g o v e r n m e n t a l 7 6 , 8 2 1 , 4 0 0 5 9 , 2 4 2 , 3 0 0 3 3 , 9 8 5 , 9 0 0 T U M F R e v e n u e 1 9 , 8 3 1 , 3 0 0 1 8 , 5 2 0 , 0 0 0 1 8 , 8 5 0 , 0 0 0 T o l l R e v e n u e 3 , 7 9 8 , 0 0 0 3 , 2 3 9 , 7 0 0 O t h e r R e v e n u e 7 , 2 9 5 , 6 0 0 2 , 5 1 8 , 0 0 0 2 6 8 , 5 0 0 I n v e s t m e n t I n c o m e 8 , 5 9 2 , 8 0 0 1 , 8 4 9 , 0 0 0 4 , 7 1 5 , 6 0 0 T r a n s f e r s I n 1 6 2 , 7 0 8 , 7 0 0 2 4 1 , 9 6 6 , 7 0 0 1 9 2 , 8 9 5 , 5 0 0 D e b t P r o c e e d s 2 4 8 , 7 9 2 , 2 0 0 2 0 3 , 4 9 4 , 2 0 0 2 1 2 , 5 0 0 , 2 0 0 T O T A L S o u r c e s $ 7 8 8 , 8 0 6 , 8 0 0 $ 8 0 0 , 2 0 9 , 8 0 0 $ 7 3 5 , 2 7 7 , 0 0 0 $ 1 7 6 , 0 0 0 , 0 0 0 8 8 , 0 0 0 , 0 0 0 1 0 , 4 6 9 , 0 0 0 9 8 , 6 4 8 , 1 0 0 2 1 , 2 5 0 , 0 0 0 1 6 , 8 3 5 , 8 0 0 2 4 8 , 0 0 0 3 , 5 1 6 , 7 0 0 2 9 5 , 6 3 4 , 9 0 0 2 8 5 , 6 5 2 , 0 0 0 $ 9 9 6 , 2 5 4 , 5 0 0 $ 3 , 0 0 0 , 0 0 0 2 % 3 , 0 0 0 , 0 0 0 4 % ( 3 5 2 , 6 0 0 ) - 3 % 3 9 , 4 0 5 , 8 0 0 6 7 % 2 , 7 3 0 , 0 0 0 1 5 % 1 3 , 0 3 7 , 8 0 0 3 4 3 % ( 2 , 2 7 0 , 0 0 0 ) - 9 0 % 1 , 6 6 7 , 7 0 0 9 0 % 5 3 , 6 6 8 , 2 0 0 2 2 % 8 2 , 1 5 7 , 8 0 0 4 0 % $ 1 9 6 , 0 4 4 , 7 0 0 2 4 % R i v e r s i d e C o u n t y h a s s p e c i f i c c o m p e t i t i v e a d v a n t a g e s o v e r n e a r b y c o a s t a l c o u n t i e s ( L o s A n g e l e s , O r a n g e , a n d S a n D i e g o ) i n c l u d i n g h o u s i n g t h a t i s m o r e a v a i l a b l e a n d a f f o r d a b l e a s w e l l a s p l e n t i f u l c o m m e r c i a l r e a l e s t a t e a n d l a n d a v a i l a b l e f o r d e v e l o p m e n t a t l o w e r c o s t s . R i v e r s i d e C o u n t y ' s e c o n o m y i s b e n e f i t t i n g f r o m e m p l o y m e n t g a i n s t h a t a r e a f u n c t i o n o f t h e C o u n t y ' s a b i l i t y t o a t t r a c t b u s i n e s s e s w i t h l o w e r c o m m e r c i a l r e n t s a n d a s k i l l e d l a b o r f o r c e . P o p u l a t i o n m i g r a t i o n t o t h e I n l a n d E m p i r e ( i . e . , R i v e r s i d e a n d S a n B e r n a r d i n o c o u n t i e s ) h a s o c c u r r e d d u e t o t h e s e e m p l o y m e n t o p p o r t u n i t i e s a n d a l o w e r c o s t o f l i v i n g c o m p a r e d t o t h e c o a s t a l c o u n t i e s . I m p r o v e m e n t s i n t h e l o c a l 4 labor market and resurgence in home sales has increased economic activity contributing to stable sales tax revenue growth as noted on Chart 1. Chart 1— Sources: Five -Year Trend $700,000,000 $600,000,000 $500,000,000 $400,000,000 $300,000,000 $200,000,000 $100,000,000 $o FY 13/14 FY 14/15 FY 15/16 FY 16/17 FY 17/18 mIlmMeasure A Sales Tax wiilw.LTF Sales Tax A STA Sales Tax ••••TUMF 4•0•Federal, State, Local Revenues - Tall Revenue v Transfers In Debt Proceeds Sales tax revenues have continued to remain stable during the last five fiscal years. The Commission's economic outlook for FY 2017/18 continues to be cautiously optimistic; however, the state and federal budget issues continue to affect funding of the Commission's capital projects and programs. Should Measure A and Local Transportation Fund (LTF) sales tax revenues fluctuate and the availability of federal and state revenues continue to be uncertain, the timing and scope of the Commission's projects and programs may be impacted. While the Commission's primary revenues are the Measure A and LTF sales taxes, other revenues and financing sources are required to fund the Commission's programs and projects as illustrated in Chart 2. Chart 2 — Sources: Major Categories Debt Proceeds Transfers In 30% Measure A Sales Tax 17% LTF Sales Tax 9% STA Sales Tax 1 % Intergovernmental 10% TUMF Revenue 2% Toll Revenue 2% Investment Income0% The State Board of Equalization (SBOE or State) recently provided to cities and other agencies its projections that statewide taxable sales over the next fiscal year will increase 4.4%; however, the Commission is not basing its estimate of revenues solely on the SBOE's projection and will continue its conservative projection practices. After 5 taking the state of the local economy and recent revenue trends into consideration, staff projects Measure A sales tax revenues of $176,000,000 for FY 2017/18. This is a 2% increase from the FY 2016/17 revised projection of $173,000,000. At midyear the Commission will reassess sales tax revenue projections based on the economy and revenue trends. On behalf of the County, the Commission administers the LTF for public transportation needs, local streets and roads, and bicycle and pedestrian facilities. The majority of LTF funding received by the County and available for allocation is distributed to all public transit operators in the County, and the Commission receives allocations for administration, planning, and programming in addition to funding for Western County rail operations included in the commuter rail Short Range Transit Plan (SRTP). The LTF sales tax revenue received from the State is budgeted at $88,000,000, an increase of 4% from the FY 2016/17 revised projection of $85,000,000. State Transit Assistance (STA) funds generated from the statewide sales tax on motor vehicle fuel are allocated by formula by the State Controller to the Commission for allocations to the County's public transit operators. The STA transit allocation, which is based on recent State estimates, for FY 2017/18 is $10,469,000. Intergovernmental revenues include reimbursement revenues from federal sources of $77,877,100, state sources of $11,500,200, and local agencies of $9,270,800 for highway and rail capital projects, rail operations and station maintenance, commuter assistance, and motorist assistance programs as well as planning and programming activities. The significant increase of 67% in FY 2017/18 compared to the FY 2016/17 revised budget is related to federal reimbursements for the 1-15 Express Lanes and Pachappa Underpass projects. Reimbursement revenues vary from year to year depending on project activities and funding levels. As a result of an amended Memorandum of Understanding (MOU) with the Western Riverside Council of Governments (WRCOG), the Commission will receive 48.7% of TUMF revenues (as updated by the most recent Nexus study). TUMF represents fees assessed on new residential and commercial development in Western County. FY 2017/18 TUMF fees are projected at $20,000,000 and are slightly higher than the FY 2016/17 revised projection of $18,850,000 and reflect the resurgence in the housing market in the Inland Empire. Additional TUMF zone reimbursements of $1,250,000 are expected for the Lake Elsinore Railroad Canyon project. FY 2016/17 marked the initial year of toll operations for the Riverside 91 Express Lanes following substantial completion of the 91 Project in March 2017. Estimated toll revenues of $16,835,800 for FY 2017/18 are derived from the Riverside County 91 Express Lanes Extension Investment Grade Traffic and Revenue Report and 2013 financing assumptions. Other revenue of $248,000 is related to property management generated from properties acquired in connection with the 91 Project and various rail properties. Investment income in FY 2017/18 is anticipated to increase by $1,667,700 or 90% compared to the FY 2016/17 budget as the result of higher cash balances in connection with the 1-15 Express Lanes project financing. Transfers in of $295,634,900 relate primarily to the transfer of available debt proceeds for highway projects; LTF funding for general administration, planning and programming, rail operations and station maintenance, and grade separation project allocations; approved interfund allocations for specific projects and administrative cost allocations; and debt service requirements from highway, regional arterial, and local streets and roads funds. Debt proceeds consist of draw downs of $88,000,000 from the federal Transportation Infrastructure Finance and Innovation Act (TIFIA) loan and issuance of $178,760,000 in sales tax revenue bonds and commercial paper notes and associated bond premium of $18,892,000 related to the I-15 Express Lanes project and 91 Project completion financing. Total uses (Table 2), including transfers out of $295,634,900, are budgeted at $1,067,949,300, an increase of 3% from the prior year revised budget amount of $1,032,819,500. Program expenditures and transfers out totaling $942,373,400 represent 88% of total budgeted uses in FY 2017/18. Program costs have increased by 9% from $864,261,400 in FY 2016/17 due to projects identified below. 6 Table 2 — Uses FY 2016-2018 FY 15/16 FY 16/17 Actual Revised Budget FY 16/17 FY 17/18 Projected Budget Dollar Change Percent Change Capital Highway, Rail, and Regional Arterials Capital Local Streets and Roads Commuter Assistance Debt Service Management Services Motorist Assistance Planning and Programming Public and Specialized Transit Rail Maintenance and Operations Toll Operations $ 607,285,200 49,826,500 2,808,100 53,435,100 15,600,700 5,104,100 3,405,900 94,756,100 19,966,100 $ 603,953,000 51,358,000 3,587,500 149,260,800 19,297,300 6,952,400 11,576,400 139,197,300 41,083,700 6,553,100 $ 438,568,100 51,358,000 3,265,600 137,465,400 18,658,700 5,630,600 2,704,700 109,186,700 26,455,400 3,859,600 TOTAL Uses $ 852,187,800 $ 1,032,819,500 $ 797,152,800 $ 662,615,300 52,936,000 5,064,900 102,668,200 22,907,700 6,000,500 13,489,000 146,978,500 37,436,500 17,852,700 $ 1,067,949,300 Note: Management Services includes Executive Management, Administration, External Affairs, and Finance. $ 58,662,300 1,578,000 1,477,400 (46,592,600) 3,610,400 (951,900) 1,912,600 7,781,200 (3,647,200) 11,299,600 10% 3% 41% -31 % 19% -14% 17% 6% -9 % 172% $ 35,129,800 3% Capital highway, rail, and regional arterials budgeted uses of $662,615,300 are 10% higher compared to the FY 2016/17 budget due to continued right of way support for the 91 Project and design build and construction on the 1-15 Express Lanes project. Local streets and roads expenditures of $52,936,000 reflect an increase of 3% over the FY 2016/17 budget and represent the disbursements to local jurisdictions for the construction, repair, and maintenance of local streets and roads. Commuter assistance budgeted expenditures of $5,064,900 are 41% higher than FY 2016/17 budget due to a $1,500,000 transfer out for a Western County public transit project. Debt service of $102,668,200 has decreased 31% as a result of the refunding of $63,900,000 of sales tax revenue bonds in FY 2016/17 compared to the anticipated retirement of $20,000,000 in commercial paper notes in connection with the 1-15 Express Lanes project financing in FY 2017/18. Management services expenditures have increased 19% or $3,610,400 from the FY 2016/17 budget due to information technology equipment upgrades, expansion of office space, robust communication and engagement efforts, financial advisory services, and debt service contribution. Motorist assistance expenditures have decreased 14% or $951,900 from the FY 2016/17 budget as a result of reduction in 1E511 costs and call box hardware upgrades in the prior year. Planning and programming budgeted expenditures of $13,489,000 reflect a 17% increase from the FY 2016/17 budget due to increased projects and operations activities in connection with LTF disbursements for planning and programming, signal synchronization projects, and Fundtrak project database upgrades. Public and specialized transit budgeted expenditures of $146,978,500 are 6% higher than the FY 2016/17 budget due to increased transit capital expenditures for public transit. The 9% decrease in rail maintenance and operation's budgeted expenditures of $37,436,500 is primarily related to Coachella Valley -San Gorgonio Pass corridor activities. Toll operations expenses are budgeted at $17,852,700 to manage the operations, maintenance, and capital support of the Riverside 91 Express Lanes for a full fiscal year. The FY 2016/17 budget represents approximately one-half year of operations. Total uses included in the FY 2017/18 budget by major categories are illustrated in Chart 3. 7 Chart 3 — Uses: Major Categories Rail Maintenance and Toll Operations Operations 2% 3% Public and Specialized Transit 14% Planning and Programming 1% Motorist Assistance 1% Management Services 2% Debt Service 10% Commuter Assistance 0% Capital Local Streets and Roads 5% Commission Personnel Capital Highway, Rail, and Regional Arterials 62% The Commission's salaries and benefits total $9,554,200 for FY 2017/18. This is comparable to the FY 2016/17 revised budget of $9,505,100 (Chart 4) and includes a 4% pool for merit -based salary increases. The Commission's salary schedule for FY 2017/18 is included in Appendix B and complies with Government Code §20636 "Compensation Earnable" and California Code of Register §570.5, "Requirements for a Publicly Available Pay Schedule." Chart 4 — Salaries and Benefits Cost: Five -Year Comparison $12,000,000 $10,000,000 $8,000,000 $6,000,000 $4,000,000 $2,000,000 $- FY 13/14 FY 14/15 FY 15/16 FY 16/17 FY 17/18 The FY 2017/18 full-time equivalents (FTE) of 50 positions is comparable to the FY 2016/17 level (Table 3) and reflects a 1.0 FTE increase for the recruitment of an information technology administrator. Significant organization changes were accomplished in FY 2016/17 related to large transportation capital projects resulting in toll operations and the investment of billions of dollars requiring substantial attention at many staff levels. Management continues to be firmly committed to the intent of the Commission's enabling legislation that called for a small staff. Staff will continue to be provided the tools needed to ensure an efficient and productive work environment. However, it must be recognized that small is not viewed in an absolute context; it is relative to the required tasks to be performed and the demands to be met. 8 Table 3 - Full -Time Equivalents by Department FY 2016-2018 FY 15/16 FY 16/17 FY 17/18 Executive Management 0.6 0.4 Administration 4.6 4.7 External Affairs 2.1 1.9 Finance 8.3 7.8 Planning and Programming 5.2 6.3 Rail Maintenance and Operations 4.5 4.6 Public and Specialized Transit 2.3 2.3 Commuter Assistance 1.8 1.5 Motorist Assistance 0.7 0.9 Capital Project Development and Delivery 15.9 17.5 Toll Operations 0.0 1.1 TOTAL 46.0 49.0 0.4 5.2 3.8 7.6 5.2 4.5 2.3 1.4 1.4 14.6 3.6 50.0 The Commission provides a comprehensive package of benefits to employees. The package includes: health, dental, vision, life insurance, short and long-term disability, workers' compensation, tuition assistance, sick and vacation leave, retirement benefits in the form of participation in the California Public Employees' Retirement System (CaIPERS), postretirement health care, deferred compensation, and employee assistance program. The compensation components are shown in Chart 5. Chart 5 - Personnel Salaries and Benefits Health 12% 1 Retirement 16% Department Initiatives Other Fringes 6% Salaries 66% The preparation of each department's budget was based on key assumptions, accomplishments in FY 2016/17, major initiatives for FY 2017/18, and department goals and related objectives. Following are the key initiatives and summary of expenditures/expenses for each department (Tables 4 through 14). Executive Management • Continue project development and delivery as the key Measure A priority. • Foster growth in usage of the 91 Express Lanes and ensure its financial success. • Proceed with construction on the 1-15 Express Lanes project. 9 " P r o g r e s s w i t h a s t u d y t o a d d r e s s m i t i g a t i n g t h e i m p a c t o f t r u c k t r a f f i c t h a t s e r v e s l o g i s t i c s f a c i l i t i e s . " C o n t i n u e p l a n n i n g e f f o r t s t o a d v a n c e p a s s e n g e r r a i l s e r v i c e i n t h e C o a c h e l l a V a l l e y - S a n G o r g o n i o P a s s c o r r i d o r . " A d v o c a t e f o r s t a t e a n d f e d e r a l i n v e s t m e n t s i n t r a n s p o r t a t i o n t o f u n d n e e d e d t r a n s p o r t a t i o n p r i o r i t i e s i n t h e C o u n t y a n d s t i m u l a t e t h e l o c a l e c o n o m y . " I n i t i a t e a l o n g - r a n g e R i v e r s i d e C o u n t y T r a n s p o r t a t i o n P l a n f o r u s e i n e s t a b l i s h i n g i n t e g r a t e d t r a n s p o r t a t i o n p r i o r i t i e s . " M a i n t a i n r e g i o n a l c o o p e r a t i o n a n d c o l l a b o r a t i o n a s a s i g n i f i c a n t e f f o r t c o n s i s t e n t w i t h t h e p h i l o s o p h y a n d m i s s i o n o f t h e C o m m i s s i o n . " I m p l e m e n t a c o m p r e h e n s i v e s o c i a l m e d i a o u t r e a c h p r o g r a m t o b u i l d a w a r e n e s s o f t h e C o m m i s s i o n a n d i t s r o l e i n t h e c o m m u n i t y . " M a i n t a i n a n e f f e c t i v e m i d - s i z e d t r a n s p o r t a t i o n a g e n c y w i t h a s m a l l a n d d e d i c a t e d s t a f f . T a b l e 4 - E x e c u t i v e M a n a g e m e n t F Y 1 5 / 1 6 F Y 1 6 / 1 7 F Y 1 6 / 1 7 F Y 1 7 / 1 8 D o l l a r P e r c e n t A c t u a l R e v i s e d B u d g e t P r o j e c t e d B u d g e t C h a n g e C h a n g e P e r s o n n e l $ 1 7 8 , 4 0 0 $ 9 0 , 6 0 0 $ 8 9 , 9 0 0 P r o f e s s i o n a l 9 1 , 0 0 0 2 6 8 , 0 0 0 1 4 6 , 0 0 0 S u p p o r t 6 5 , 5 0 0 8 7 , 0 0 0 7 5 , 6 0 0 T O T A L $ 3 3 4 , 9 0 0 $ 4 4 5 , 6 0 0 $ 3 1 1 , 5 0 0 A d m i n i s t r a t i o n 9 1 , 4 0 0 2 2 5 , 0 0 0 9 0 , 9 0 0 $ 4 0 7 , 3 0 0 8 0 0 1 % ( 4 3 , 0 0 0 ) - 1 6 % 3 , 9 0 0 4 % ( 3 8 , 3 0 0 ) - 9 % " P r o v i d e h i g h q u a l i t y s u p p o r t s e r v i c e s t o t h e C o m m i s s i o n a n d t o i n t e r n a l a n d e x t e r n a l c u s t o m e r s . " C o n t i n u e t o e n h a n c e t h e e l e c t r o n i c r e c o r d s m a n a g e m e n t s y s t e m . " C o n t i n u e t o p r o v i d e t i m e l y c o m m u n i c a t i o n s t o C o m m i s s i o n e r s w i t h c o n t i n u e d e m p h a s i s o n t h e u t i l i z a t i o n o f e l e c t r o n i c m a i l . " C o n t i n u e t o u p d a t e t e c h n o l o g y t o i m p r o v e i n t e r n a l p r o c e s s e s a n d i n t e r a c t i o n w i t h t h e p u b l i c . " S u p p o r t a n d d e v e l o p a m o t i v a t e d w o r k f o r c e w i t h a f r a m e w o r k o f a c t i v i t i e s a n d p r a c t i c e s t h a t c o m p l y w i t h e m p l o y m e n t l a w s a n d r e g u l a t i o n s . " C o n t i n u e t o e m p l o y a n d r e c r u i t a d y n a m i c a n d t a l e n t e d w o r k f o r c e . T a b l e 5 - A d m i n i s t r a t i o n F Y 1 5 / 1 6 F Y 1 6 / 1 7 F Y 1 6 / 1 7 F Y 1 7 / 1 8 D o l l a r P e r c e n t A c t u a l R e v i s e d B u d g e t P r o j e c t e d B u d g e t C h a n g e C h a n g e P e r s o n n e l $ 6 1 4 , 2 0 0 $ 5 3 0 , 7 0 0 $ 5 2 5 , 2 0 0 P r o f e s s i o n a l 2 1 3 , 0 0 0 3 9 6 , 7 0 0 3 3 7 , 5 0 0 S u p p o r t 5 8 1 , 1 0 0 7 2 7 , 8 0 0 7 2 0 , 1 0 0 C a p i t a l O u t l a y 7 3 , 0 0 0 1 7 5 , 0 0 0 1 7 5 , 0 0 0 D e b t S e r v i c e 2 4 , 9 0 0 T O T A L $ 1 , 5 0 6 , 2 0 0 $ 1 , 8 3 0 , 2 0 0 $ 1 , 7 5 7 , 8 0 0 E x t e r n a l A f f a i r s 7 2 2 , 6 0 0 4 4 7 , 0 0 0 9 6 3 , 8 0 0 6 7 0 , 0 0 0 $ 2 , 8 0 3 , 4 0 0 1 9 1 , 9 0 0 3 6 % 5 0 , 3 0 0 1 3 2 3 6 , 0 0 0 3 2 % 4 9 5 , 0 0 0 2 8 3 % N / A 9 7 3 , 2 0 0 5 3 % " D e v e l o p e f f e c t i v e p a r t n e r s h i p s w i t h t r a n s p o r t a t i o n p r o v i d e r s t o c o m m u n i c a t e a u n i f i e d m e s s a g e t o C o n g r e s s r e g a r d i n g m o b i l i t y n e e d s . " A d v o c a t e p o s i t i o n s i n t h e S t a t e L e g i s l a t u r e a n d i n C o n g r e s s t h a t a d v a n c e t h e C o u n t y ' s t r a n s p o r t a t i o n i n t e r e s t s . " C o n t i n u e a l e a d e r s h i p r o l e i n f o r m u l a t i n g a c o u n t y w i d e d i r e c t i o n o n f e d e r a l t r a n s p o r t a t i o n p o l i c i e s . " P u r s u e s t a t e l e g i s l a t i o n a u t h o r i z i n g a s a l e s t a x s u p p l e m e n t a l t o M e a s u r e A . " C o n d u c t a c o n c e r t e d o u t r e a c h e f f o r t t o n e w f e d e r a l a n d s t a t e r e p r e s e n t a t i v e s o n l o c a l t r a n s p o r t a t i o n i s s u e s . " U t i l i z e m o d e r n t e c h n o l o g y t o p l a n a r o b u s t p u b l i c c o m m u n i c a t i o n a n d e n g a g e m e n t e f f o r t t o b u i l d a c c e s s i b l e a n d t r a n s p a r e n t c o m m u n i c a t i o n o f t h e C o m m i s s i o n ' s p r o j e c t s . " D e v e l o p m a r k e t i n g a n d c o m m u n i c a t i o n p l a n s f o r t h e 9 1 E x p r e s s L a n e s a n d c o m m e n c e m e n t o f c o n s t r u c t i o n o f t h e 1 - 1 5 E x p r e s s L a n e s p r o j e c t . " C o n t i n u e t h e p u b l i c o u t r e a c h p r o g r a m , " O p e r a t i o n L i f e s a v e r " , t a r g e t i n g s c h o o l s i n c l o s e p r o x i m i t y t o r a i l r o a d t r a c k s o n r a i l s a f e t y e d u c a t i o n , e n g i n e e r i n g , a n d e n f o r c e m e n t . 1 0 Table 6 — External Affairs FY 15/16 FY 16/17 FY 16/17 FY 17/18 Dollar Percent Actual Revised Budget Projected Budget Change Change Personnel $ 462,000 $ 666,700 $ 666,700 Professional 535,600 918,400 918,400 Support 67,500 114,600 114,400 TOTAL $ 1,065,100 $ 1,699,700 $ 1,699,500 Finance $ 719,100 1,025,500 191,600 $ 1,936,200 52,400 8% 107,100 12% 77,000 67% 236,500 14 • Continue appropriate uses of long- and short-term financing to advance 2009 Measure A projects of the Commission. • Apply the sales tax revenue forecast update to update a financing plan to support the Western Riverside County Delivery Plan and Coachella Valley Association of Governments (CVAG) highway and regional arterial projects. • Continue to support the financing efforts for the 1-15 Express Lanes project. • Work in partnership with the 91 Express Lanes toll operations contractor's back office to develop and refine accounting and financial policies and processes. • Continue to keep abreast of Governmental Accounting Standards Board (GASB) technical activities affecting the Commission's accounting and financial reporting activities and implement new pronouncements. • Continue to strengthen the ERP system to benefit all staff in the management of accounting and project information and automation of a paperless workflow system. • Manage a centralized procurements process in order to strengthen controls and ensure consistency in the application of procurement policies and procedures and adherence to applicable laws and regulations. • Conduct outreach activities to encourage disadvantaged business enterprise (DBE) and small business enterprise (SBE) participation in various contracts. Table 7 — Finance FY 15/16 FY 16/17 FY 16/17 FY 17/18 Dollar Percent Actual Revised Budget Projected Budget Change Change Personnel $ 1,012,800 $ 1,085,200 $ 1,081,600 Professional 1,818,800 2,955,800 2,572,600 Support 862,400 1,230,800 1,210,700 Capital Outlay 25,400 50,000 25,000 Transfers Out 9,000,000 10,000,000 10,000,000 TOTAL $ 12,719,400 $ 15,321,800 $ 14,889,900 Planning and Programming $ 981,600 2,470,200 828,000 280,000 13,201,000 $ 17,760,800 $ (103,600) -10% (485,600) -16% (402,800) -33% 230,000 460% 3,201,000 32% $ 2,439,000 16% • Monitor funding authority and responsibility related to the State Transportation Improvement Program (STIP) and impacts on the STIP caused by the state budget issues. • Ensure STIP/Regional Improvement Program (RIP), Active Transportation Program (ATP), and other funded projects are administered and implemented consistent with California Transportation Commission (CTC), California Department of Transportation (Caltrans), and Southern California Association of Governments (SCAG) policies. • Continue to strategically program projects and obligate funds in an expeditious manner for the maximum use of all available funding, including monitoring the use of such funding to prevent from lapsing. • Focus on interregional concerns and maintain effective working relationships involving various multi -county transportation issues, including goods movement. • Coordinate planning efforts with regional and local agencies relating to the development of regional transportation plans (RTP) and green house gas reduction (GHG) implementation guidelines. • Secure funding through the FAST Act for goods movement -related needs. • Monitor and track the TUMF regional arterial projects. • Continue the Congestion Management Program (CMP) update and traffic monitoring along urban and rural highway systems. • Participate in the development of the ATP guidelines to represent the County's best interest in program funding. 11 " A d m i n i s t e r t h e S B 8 2 1 B i c y c l e a n d P e d e s t r i a n F a c i l i t i e s P r o g r a m ( S B 8 2 1 ) . " C o m m e n c e t h e d e v e l o p m e n t o f a c o u n t y w i d e i n t e g r a t e d l o n g - r a n g e t r a n s p o r t a t i o n p l a n a n d s u p p o r t n e x t g e n e r a t i o n f e a s i b i l i t y s t u d i e s . T a b l e 8 P l a n n i n g a n d P r o g r a m m i n g F Y 1 5 / 1 6 F Y 1 6 / 1 7 F Y 1 6 / 1 7 F Y 1 7 / 1 8 D o l l a r P e r c e n t A c t u a l R e v i s e d B u d g e t P r o j e c t e d B u d g e t C h a n g e C h a n g e P e r s o n n e l $ 1 , 1 7 5 , 1 0 0 $ 1 , 0 6 6 , 9 0 0 $ 1 , 0 1 8 , 2 0 0 $ 1 , 1 0 5 , 0 0 0 $ 3 8 , 1 0 0 4 % P r o f e s s i o n a l 2 5 8 , 7 0 0 1 9 2 , 5 0 0 1 8 8 , 3 0 0 6 0 2 , 5 0 0 4 1 0 , 0 0 0 2 1 3 % S u p p o r t 2 2 , 0 0 0 1 1 , 3 0 0 1 7 , 2 0 0 1 8 , 2 0 0 6 , 9 0 0 6 1 % P r o j e c t s a n d O p e r a t i o n s 1 , 9 5 0 , 1 0 0 1 0 , 3 0 5 , 7 0 0 1 , 4 8 1 , 0 0 0 1 0 , 9 0 3 , 0 0 0 5 9 7 , 3 0 0 6 % T r a n s f e r s O u t - - - 8 6 0 , 3 0 0 8 6 0 , 3 0 0 N / A T O T A L $ 3 , 4 0 5 , 9 0 0 $ 1 1 , 5 7 6 , 4 0 0 $ 2 , 7 0 4 , 7 0 0 $ 1 3 , 4 8 9 , 0 0 0 $ 1 , 9 1 2 , 6 0 0 1 7 % R a i l M a i n t e n a n c e a n d O p e r a t i o n s " A s a m e m b e r o f t h e S o u t h e r n C a l i f o r n i a R e g i o n a l R a i l A u t h o r i t y ( S C R R A ) , c o n t i n u e a c t i v e p a r t i c i p a t i o n i n t h e g o v e r n a n c e a n d o p e r a t i o n s o f t h e M e t r o l i n k c o m m u t e r r a i l s y s t e m . " C o n t i n u e t h e p l a n n i n g a n d i m p l e m e n t a t i o n o f c a p i t a l i m p r o v e m e n t s a t t h e c o m m u t e r r a i l s t a t i o n s i n t h e C o u n t y , i n c l u d i n g s e c u r i t y a n d r e h a b i l i t a t i o n p r o j e c t s a n d p a r k i n g r e q u i r e m e n t s . " C o n t i n u e t o s u p p o r t a n d e v a l u a t e a c t i v i t i e s r e l a t e d t o t h e P V L s e r v i c e . " E s t a b l i s h t h e b e s t a p p r o a c h t o b u i l d , m a i n t a i n , a n d o p e r a t e c o s t e f f e c t i v e a n d e n v i r o n m e n t a l l y s u s t a i n a b l e f a c i l i t i e s t h a t m e e t t h e p u b l i c ' s t r a n s p o r t a t i o n n e e d s . " L e a d t h e s e r v i c e d e v e l o p m e n t p r o c e s s a n d a c t i v e l y c o o r d i n a t e w i t h a l l s t a k e h o l d e r s a l o n g t h e C o a c h e l l a V a l l e y - S a n G o r g o n i o P a s s c o r r i d o r f o r i n t e r c i t y p a s s e n g e r r a i l s e r v i c e . " D e v e l o p t h e n e x t g e n e r a t i o n r a i l f e a s i b i l i t y s t u d y t o e v a l u a t e f u t u r e g r o w t h o p p o r t u n i t i e s f o r p a s s e n g e r r a i l i n t h e C o u n t y . T a b l e 9 R a i l M a i n t e n a n c e a n d O p e r a t i o n s F Y 1 5 / 1 6 F Y 1 6 / 1 7 F Y 1 6 / 1 7 F Y 1 7 / 1 8 D o l l a r P e r c e n t A c t u a l R e v i s e d B u d g e t P r o j e c t e d B u d g e t C h a n g e C h a n g e P e r s o n n e l $ 7 0 4 , 0 0 0 $ 9 2 6 , 3 0 0 $ 9 2 5 , 8 0 0 P r o f e s s i o n a l 1 , 2 3 3 , 6 0 0 4 , 6 9 2 , 8 0 0 1 , 8 3 9 , 9 0 0 S u p p o r t 1 , 4 1 6 , 7 0 0 2 , 8 6 2 , 3 0 0 2 , 0 9 4 , 1 0 0 P r o j e c t s a n d O p e r a t i o n s 1 6 , 5 3 1 , 6 0 0 3 2 , 5 4 1 , 3 0 0 2 1 , 5 7 4 , 6 0 0 C a p i t a l O u t l a y 8 0 , 2 0 0 6 1 , 0 0 0 2 1 , 0 0 0 T r a n s f e r s O u t - - - T O T A L $ 1 9 , 9 6 6 , 1 0 0 $ 4 1 , 0 8 3 , 7 0 0 $ 2 6 , 4 5 5 , 4 0 0 P u b l i c a n d S p e c i a l i z e d T r a n s i t $ 8 4 8 , 7 0 0 4 , 5 0 2 , 5 0 0 3 , 3 9 8 , 6 0 0 2 7 , 6 5 9 , 7 0 0 9 0 , 0 0 0 9 3 7 , 0 0 0 $ 3 7 , 4 3 6 , 5 0 0 $ ( 7 7 , 6 0 0 ) - 8 % ( 1 9 0 , 3 0 0 ) - 4 % 5 3 6 , 3 0 0 1 9 % ( 4 , 8 8 1 , 6 0 0 ) - 1 5 % 2 9 , 0 0 0 4 8 % 9 3 7 , 0 0 0 N / A $ ( 3 , 6 4 7 , 2 0 0 ) - 9 " S u p p o r t i n n o v a t i v e p r o g r a m s t h a t p r o v i d e t r a n s i t a s s i s t a n c e i n h a r d t o s e r v e r u r a l a r e a s o r f o r r i d e r s h a v i n g v e r y s p e c i a l t r a n s i t n e e d s a n d m o n i t o r f u n d i n g o f t h e s e p r o g r a m s . " C o n t i n u e l o n g - r a n g e p l a n n i n g a c t i v i t i e s t o e n s u r e t h a t a n t i c i p a t e d r e v e n u e s a r e i n l i n e w i t h p r o j e c t e d l e v e l s o f s e r v i c e b y t r a n s i t o p e r a t o r s . " C o n t i n u e p u b l i c t r a n s i t o p e r a t o r o v e r s i g h t a n d f i d u c i a r y r e s p o n s i b i l i t i e s t o e n s u r e t h a t a n n u a l f i s c a l a u d i t s a n d s t a t e t r i e n n i a l p e r f o r m a n c e a u d i t s a r e c o n d u c t e d i n a c c o r d a n c e w i t h T D A r e g u l a t i o n s . " P r o v i d e a v a i l a b i l i t y f o r l o c a l m a t c h i n g f u n d s t o W e s t e r n C o u n t y a p p l i c a n t s s e e k i n g F e d e r a l T r a n s i t A d m i n i s t r a t i o n ( F T A ) S e c t i o n 5 3 1 0 f e d e r a l c a p i t a l g r a n t s . " C o o r d i n a t e w i t h o p e r a t o r s o n m a j o r c a p i t a l p u r c h a s e s a n d i n v e s t m e n t s i n t o n e w r o l l i n g s t o c k a n d o t h e r s y s t e m i m p r o v e m e n t s i n o r d e r t o m a i n t a i n a v i a b l e o n - h a n d r e s e r v e . " C o o r d i n a t e w i t h t r a n s i t o p e r a t o r s t o p r o v i d e c o n n e c t i n g b u s s e r v i c e t o t h e n e w P V L s t a t i o n s . 1 2 Table 10 - Public and Specialized Transit FY 15/16 FY 16/17 FY 16/17 FY 17/18 Dollar Percent Actual Revised Budget Projected Budget Change Change Personnel $ 369,400 $ 307,500 $ 303,000 $ 415,500 $ 108,000 35% Professional 198,600 197,000 196,700 220,300 23,300 12% Support 45,800 54,200 48,200 56,700 2,500 5% Projects and Operations 70,990,800 114,844,600 86,850,400 121,897,600 7,053,000 6% Transfers Out 23,151,500 23,794,000 21,788,400 24,388,400 594,400 2% TOTAL $ 94,756,100 $ 139,197,300 $ 109,186,700 $ 146,978,500 $ 7,781,200 6% Commuter Assistance • Improve the suite of services and outreach to rideshare participants and employer partners, including personalized information and electronic access and distribution. • Maintain and grow employer partnerships through value-added services and tools for ridesharing programs. • Maintain the long-term partnership with San Bernardino County Transportation Authority (SBCTA) to manage and implement a "sister" commuter assistance program for residents and employers in San Bernardino County. • Optimize park and ride facilities to support car/vanpool/buspool arrangements and facilitate transit connections. • Refine commuter incentive options with focus on higher density modes of transportation. • Operate a cost-effective program within the County that results in reduction of single occupant vehicles. Table 11- Commuter Assistance FY 15/16 FY 16/17 FY 16/17 FY 17/18 Dollar Percent Actual Revised Budget Projected Budget Change Change Personnel $ 298,700 $ 273,100 $ 267,000 Professional 332,600 465,000 478,100 Support 9,100 204,400 151,200 Projects and Operations 2,008,200 2,645,000 2,369,300 Transfers Out 159,500 TOTAL $ 2,808,100 $ 3,587,500 $ 3,265,600 Motorist Assistance $ 259,800 499,300 152,400 2,456,500 1,696,900 $ 5,064,900 (13,300) -5% 34,300 7% (52,000) -25% (188,500) -7% 1,696,900 N/A $ 1,477,400 41% • Assess opportunities for efficiency related to the call box program operations. • Maintain a high benefit -to -cost ratio related to the performance of the FSP program. • Transition from a locally provided 1E511 system to a regional southern California 511 solution. • Implement a seamless service transition to call box hardware upgrades in anticipation of cellular technology migrations. • Continue the call box system program to serve as a "safe net" for stranded motorists in the County. • Utilize the opportunity to enhance coordination between California Highway Patrol (CHP) and Caltrans on traveler information. Table 12 - Motorist Assistance FY 15/16 FY 16/17 FY 16/17 FY 17/18 Dollar Percent Actual Revised Budget Projected Budget Change Change Personnel $ 92,300 $ 163,600 $ 163,400 $ 204,000 $ 40,400 25% Professional 439,100 744,400 530,800 518,000 (226,400) -30% Support 232,900 919,300 680,100 298,900 (620,400) -67% Projects and Operations 3,395,200 4,016,200 3,555,000 3,723,000 (293,200) -7% Transfers Out 944,600 1,108,900 701,300 1,256,600 147,700 13% TOTAL $ 5,104,100 $ 6,952,400 $ 5,630,600 $ 6,000,500 $ (951,900) -14% Toll Operations • Manage the operations of the 91 Express Lanes adhering to the Commission's 91 Express Lanes Toll Policy. • Manage toll operations using investment grade traffic and revenue studies and cost estimate assumptions specific to each express lane facility. • Continue 1-15 Express Lanes toll planning through development of business rules and agency agreements. 13 " P r o v i d e t i m e l y a n d e f f e c t i v e r e p o r t i n g o f t o l l o p e r a t i o n m e t r i c s i n c l u d i n g r e v e n u e , t r a n s a c t i o n s , c a r p o o l u s a g e , a n d p e r f o r m a n c e i n d i c a t o r s . " P a r t i c i p a t e i n t h e C a l i f o r n i a T o l l O p e r a t o r s C o m m i t t e e t o a d v a n c e r e g i o n a l a n d s t a t e w i d e t o l l i n g i n i t i a t i v e s , t e c h n o l o g y , i n t e r o p e r a b i l i t y , a n d c o o r d i n a t i o n a m o n g C a l i f o r n i a t o l l a g e n c i e s . T a b l e 1 3 T o l l O p e r a t i o n s F Y 1 5 / 1 6 F Y 1 6 / 1 7 A c t u a l R e v i s e d B u d g e t F Y 1 6 / 1 7 F Y 1 7 / 1 8 P r o j e c t e d B u d g e t D o l l a r C h a n g e P e r c e n t C h a n g e P e r s o n n e l P r o f e s s i o n a l S u p p o r t a n d M a i n t e n a n c e P r o j e c t s a n d O p e r a t i o n s C a p i t a l O u t l a y T r a n s f e r s O u t $ 2 6 8 , 4 0 0 3 0 7 , 0 0 0 2 , 6 7 4 , 9 0 0 3 , 0 5 2 , 8 0 0 2 5 0 , 0 0 0 $ 1 6 9 , 8 0 0 3 2 3 , 5 0 0 1 , 1 6 1 , 4 0 0 1 , 8 0 4 , 9 0 0 4 0 0 , 0 0 0 T O T A L $ 6 , 5 5 3 , 1 0 0 $ 3 , 8 5 9 , 6 0 0 C a p i t a l P r o j e c t D e v e l o p m e n t a n d D e l i v e r y $ 7 4 5 , 1 0 0 9 1 3 , 5 0 0 4 , 9 9 1 , 6 0 0 6 , 7 5 2 , 4 0 0 4 0 0 , 0 0 0 4 , 0 5 0 , 1 0 0 $ 1 7 , 8 5 2 , 7 0 0 $ 4 7 6 , 7 0 0 6 0 6 , 5 0 0 2 , 3 1 6 , 7 0 0 3 , 6 9 9 , 6 0 0 1 5 0 , 0 0 0 4 , 0 5 0 , 1 0 0 1 7 8 % 1 9 8 % 8 7 % 1 2 1 % 6 0 % N / A $ 1 1 , 2 9 9 , 6 0 0 1 7 2 % " C o n t i n u e p r o j e c t w o r k o n t h e W e s t e r n R i v e r s i d e C o u n t y D e l i v e r y P l a n p r o j e c t s , i n c l u d i n g t h e 9 1 P r o j e c t ; 1 - 1 5 E x p r e s s L a n e s p r o j e c t ; S R - 6 0 t r u c k c l i m b i n g l a n e s ; S R - 7 9 r e a l i g n m e n t ; M i d C o u n t y P a r k w a y ; a n d P a c h a p p a U n d e r p a s s p r o j e c t . " P r o v i d e T U M F r e g i o n a l a r t e r i a l f u n d i n g a n d s u p p o r t t o l o c a l j u r i s d i c t i o n s f o r r e g i o n a l a r t e r i a l p r o j e c t e n g i n e e r i n g , r i g h t o f w a y a c q u i s i t i o n , a n d c o n s t r u c t i o n . " P r o v i d e 2 0 0 9 M e a s u r e A f u n d i n g t o t h e i n c o r p o r a t e d c i t i e s , C V A G , a n d t h e C o u n t y f o r l o c a l s t r e e t s a n d r o a d s m a i n t e n a n c e , r e p a i r , a n d c o n s t r u c t i o n . " D e v e l o p s t r a t e g i e s t o i m p l e m e n t a l t e r n a t i v e f i n a n c i n g s t r u c t u r e s i n c l u d i n g p u b l i c t o l l r o a d s . " M a i n t a i n a r i g h t o f w a y a c q u i s i t i o n a n d m a n a g e m e n t p r o g r a m i n s u p p o r t o f c a p i t a l p r o j e c t s . " M a n a g e r i g h t o f w a y a c q u i s i t i o n i n t h e m o s t c o s t e f f e c t i v e m a n n e r a n d w i t h i n p r o j e c t s c h e d u l e s , w h i l e a d h e r i n g t o f e d e r a l a n d s t a t e r e g u l a t i o n s . " M a i n t a i n a n d m a n a g e t h e a c c e s s , u s e , s a f e t y , a n d s e c u r i t y o f C o m m i s s i o n - o w n e d p r o p e r t i e s i n c l u d i n g c o m m u t e r r a i l s t a t i o n s , p r o p e r t i e s i n a c q u i s i t i o n p r o c e s s , a n d i n c o m e - g e n e r a t i n g p r o p e r t i e s . T a b l e 1 4 C a p i t a l P r o j e c t D e v e l o p m e n t a n d D e l i v e r y F Y 1 5 / 1 6 F Y 1 6 / 1 7 A c t u a l R e v i s e d B u d g e t F Y 1 6 / 1 7 F Y 1 7 / 1 8 P r o j e c t e d B u d g e t D o l l a r C h a n g e P e r c e n t C h a n g e P e r s o n n e l P r o f e s s i o n a l S u p p o r t P r o j e c t s a n d O p e r a t i o n s C a p i t a l O u t l a y D e b t S e r v i c e T r a n s f e r s O u t T O T A L $ 3 , 2 7 5 , 7 0 0 8 , 7 4 3 , 9 0 0 6 5 1 , 7 0 0 5 1 3 , 9 8 3 , 7 0 0 1 , 0 0 3 , 6 0 0 5 3 , 4 1 0 , 2 0 0 1 2 9 , 4 5 3 , 1 0 0 $ 7 1 0 , 5 2 1 , 9 0 0 $ 4 , 1 2 6 , 1 0 0 2 2 , 9 2 1 , 2 0 0 1 , 2 0 2 , 5 0 0 4 1 7 , 9 3 2 , 4 0 0 2 , 0 6 5 , 0 0 0 1 4 9 , 2 6 0 , 8 0 0 2 0 7 , 0 6 3 , 8 0 0 $ 8 0 4 , 5 7 1 , 8 0 0 $ 4 , 1 5 4 , 9 0 0 2 0 , 4 8 0 , 2 0 0 6 6 6 , 9 0 0 3 0 2 , 8 6 8 , 3 0 0 1 , 3 5 0 , 0 0 0 1 3 7 , 4 6 5 , 4 0 0 1 6 0 , 4 0 5 , 8 0 0 $ 6 2 7 , 3 9 1 , 5 0 0 F u n d B a l a n c e s $ 3 , 4 6 1 , 4 0 0 6 , 4 4 7 , 3 0 0 6 5 2 , 5 0 0 4 5 1 , 8 0 5 , 5 0 0 3 , 9 4 0 , 0 0 0 1 0 2 , 6 6 8 , 2 0 0 2 4 9 , 2 4 4 , 6 0 0 $ 8 1 8 , 2 1 9 , 5 0 0 $ ( 6 6 4 , 7 0 0 ) ( 1 6 , 4 7 3 , 9 0 0 ) ( 5 5 0 , 0 0 0 ) 3 3 , 8 7 3 , 1 0 0 1 , 8 7 5 , 0 0 0 ( 4 6 , 5 9 2 , 6 0 0 ) 4 2 , 1 8 0 , 8 0 0 $ 1 3 , 6 4 7 , 7 0 0 - 1 6 % - 7 2 - 4 6 % 8 % 9 1 % - 3 1 2 0 % 2 % T h e t o t a l f u n d b a l a n c e a s o f J u n e 3 0 , 2 0 1 7 i s p r o j e c t e d a t $ 6 7 8 , 5 4 5 , 6 0 0 . T h e C o m m i s s i o n ' s b u d g e t e d a c t i v i t i e s f o r F Y 2 0 1 7 / 1 8 a r e e x p e c t e d t o r e s u l t i n a $ 7 1 , 6 9 4 , 8 0 0 d e c r e a s e o f t o t a l f u n d b a l a n c e a t J u n e 3 0 , 2 0 1 8 t o $ 6 0 6 , 8 5 0 , 8 0 0 . T h e p r i m a r y c a u s e o f t h e d e c r e a s e i s p r o j e c t a c t i v i t i e s i n F Y 2 0 1 7 / 1 8 r e l a t e d t o t h e 9 1 P r o j e c t , 1 - 1 5 E x p r e s s L a n e s p r o j e c t , a n d p u b l i c t r a n s i t a l l o c a t i o n s . T a b l e 1 5 p r e s e n t s t h e c o m p o n e n t s o f f u n d b a l a n c e b y f u n d t y p e a n d p r o g r a m a t J u n e 3 0 , 2 0 1 8 . 1 4 Table 15 — Projected Fund Balances by Fund Type and Program at June 30, 2018 Riverside County Transportation Commission $606,850,800 General Fund Special Revenue Funds Capital Projects Funds Debt Service Fund Enterprise Fund $15,377,300 $388,426,300 $152,498,500 $49,040,300 $1,508,400 Management Services $2,022,600 Planning and Programming 2,392,700 Rail Maintenance and Operations 10,962,000 Measure A Western County: Bond Financing $5,125,600 Commuter Assistance 14,066,100 Economic Development 7,309,300 Highways 17,792,300 Loans Receivable 0 Local Streets and Roads 1,000 New Corridors 11,999,600 Public and Specialized Transit 7,370,000 Rail 15,568,000 Regional Arterials 46,629,700 Measure A Coachella Valley: Highways and Regional Arterial 20,628,100 Local Streets and Roads 1,300 Specialized Transit 1,945,100 Measure A Palo Verde Valley Local Streets and Roads 600 Other Agency Projects Fund 204,600 Coachella Valley/San Gorgonio Pass 2,400 Motorist Assistance 7,858,200 State Transit Assistance 65,901,500 Local Transportation Fund 87,517,300 TUMF: CETAP 41,986,300 Regional Arterials 36,519,300 Highways $152,498,500 Riverside 91 Express Lanes $1,508,400 The actual and projected trends in fund balances for each governmental and enterprise fund type from FY 2014/15 through FY 2017/18 are illustrated in Chart 6. Chart 6 — Projected Fund Balance Trends by Fund Type FY 2015 — 2018 $601,000,000 $501,000,000 $401,000,000 $301,000,000 $201,000,000 $101,000,000 $1,000,000 General Fund Budget Summary Special Revenue Funds Capital Projects Funds Debt Service Fund Enterprise Fund N FY 14/15 lil FY 15/16 �I FY 16/17 V FY 17/18 The overall budget for FY 2017/18 is presented in Table 16 by summarized line items, Table 17 by operating and capital classifications, and Table 18 by fund type, and highway, rail, and regional arterial program expenditures by project are summarized in Table 19. 15 Table 16 — Budget Comparative by Summarized Line Item FY 2016-2018 FY 15/16 Actual FY 16/17 FY 16/17 Revised Budget Projected FY 17/18 Budget Dollar Change Percent Change Revenues Measure A Sales Tax LTF Sales Tax STA Sales Tax Federal Reimbursements State Reimbursements Local Reimbursements TUMF Revenue Toll Revenue Other Revenue Investment Income TOTAL Revenues Expenditures/Expenses Personnel Salaries and Benefits Professional and Support Professional Services Support Costs TOTAL Professional and Support Costs Projects and Operations Program Operations 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 Payments Interest Payments Cost of Issuance TOTAL Debt Service Capital Outlay TOTAL Expenditures/Expenses Excess (deficiency) of Revenues over (under) Expenditures/Expenses Other Financing Sources (Uses) Transfers In Transfers Out Debt Proceeds TIFIA Loan Proceeds Payment to Escrow Agent Bond Premium Net Financing Sources (Uses) Excess (deficiency) of Revenues over (under) Expenditures/Expenses and Other Financing Sources (Uses) Beginning Fund Balance $ 167,630,300 83,776,500 13,358,000 18,669,000 56,580,500 1,571,900 19,831,300 7,295,600 8,592,800 377,305,900 8,182,600 13,864,900 3,954,700 17,819,600 15,024,500 3,577,300 112,142,200 265,484,600 56,274,900 93,551,300 830,300 49,826,500 12,148,000 608,859,600 7,814,200 45,620,900 53,435,100 1,182,200 689,479,100 $ 173,000,000 85,000,000 10,821,600 37,157,000 11,589,200 10,496,100 18,520,000 3,798,000 2,518,000 1,849,000 $ 173,000,000 85,000,000 10,821,600 16,530,300 9,751,900 7,703,700 18,850,000 3,239,700 268,500 4,715,600 354,748,900 329,881,300 9,505,100 9,365,500 34,058,800 28,012,000 10,089,100 6,939,900 44,147,900 20,412,300 18,582,900 91,213,200 145,010,600 74,289,700 150,989,700 2,965,000 51,358,000 30,516,600 34,951,900 16,321,200 3,704,000 32,269,000 140,930,000 36,246,600 108,956,100 202,000 51,358,000 30,516,600 585,338,000 420,503,500 28,100,000 56,615,800 645,000 85,360,800 2,601,000 27,300,000 45,611,400 654,000 73,565,400 1,971,000 726,952,800 540,357,300 (312,173,200) 162,708,700 (162,708,700) 20,000,000 228,792,200 248,792,200 (372,203,900) (210,476,000) 241,966,700 (241,966,700) 103,225,000 100,269,200 (63,900,000) 192,895,500 (192,895,500) 96,140,000 107,946,200 (63,900,000) 8,414,000 139,594, 200 148, 600,200 (63,381,000) (232,609,700) (61,875,800) 803,802,400 740,421,400 740,421,400 ENDING FUND BALANCE $ 740,421,400 $ 507,811,700 $ 678,545,600 $ 176,000,000 88,000,000 10,469,000 77,877,100 11,500,200 9,270,800 21,250,000 16,835,800 248,000 3,516,700 414,967,600 9,554,200 17,871,100 11,643,200 29,514,300 23,468,000 11,016,400 77,536,600 189,485,000 83,236,100 153,567,600 3,952,000 52,936,000 30,000,000 625,197,700 56,045,000 41,123,200 5,500,000 102,668,200 5,380,000 772,314,400 (357,346,800) 295,634,900 (295,634,900) 178,760,000 88,000,000 18,892,000 285,652,000 (71,694,800) 678,545,600 $ 606,850,800 $ 3,000,000 3,000,000 (352,600) 40,720,100 (89,000) (1,225,300) 2,730,000 13,037,800 (2,270,000) 1,667,700 60,218,700 49,100 (16,187,700) 1,554,100 (14,633,600) 3,055,700 (7,566,500) (13,676,600) 44,474,400 8,946,400 2,577,900 987,000 1,578,000 (516,600) 39,859,700 27,945,000 (15,492,600) 4,855,000 17,307,400 2,779,000 45,361,600 2% 4% -3% 110% -1% -12% 15% 343% -90% 90% 17% 1% -48% 15% -33% 15% -41% -15% 31% 12% 2% 33% 3% -2% 7% 99% -27% 753% 20% 107% 6% 14,857,100 53,668,200 (53,668,200) 75,535,000 (12,269,200) 63,900,000 18,892,000 146,057,800 -4% 22% 22% 73% -12% -100% N/A 105% 160,914,900 -69% (61,875,800) -8% $ 99,039,100 20% 16 Table 17 — Operating and Capital Budget Revenues Measure A Sales Tax LTF Sales Tax STA Sales Tax Federal Reimbursements State Reimbursements Local Reimbursements TUMF Revenue Toll Revenue Other Revenue Investment Income TOTAL Revenues Expenditures/Expenses Personnel Salaries and Benefits Professional and Support Professional Services Support Costs TOTAL Professional and Support Costs Projects and Operations Program Operations Engineering Construction Design Build Right of Way and Land Operating and Capital Disbursements Special Studies Local Streets and Roads Regional Arterials TOTAL Projects and Operations Debt Service Principal Payments Interest Payments Cost of Issuance TOTAL Debt Service Capital Outlay TOTAL Expenditures/Expenses Excess (deficiency) of Revenues over (under) Expenditures/Expenses Other Financing Sources (Uses) Transfers In Transfers Out Debt Proceeds TIFIA Loan Proceeds Bond Premium Net Financing Sources (Uses) Excess (deficiency) of Revenues over (under) Expenditures/Expenses and Other Financing Sources (Uses) Beginning Fund Balance FY 2017/18 FY 17/18 Operating Budget FY 17/18 Capital Budget $ 13,368,000 $ 162,632,000 88,000,000 10,469,000 6,794,200 7,365,700 3,689,300 995,200 71,082,900 4,134,500 5,581,500 21,250,000 16,835,800 248,000 2,521,500 130,681,400 5,151,000 9,235,800 5,992,700 284,286,200 4,403,200 8,635,300 5,650,500 15,228,500 9,030,000 2,250,000 5,184,200 143,217,600 3,150,000 14,285,800 14,438,000 8,766,400 72,352,400 189,485,000 83,236,100 10,350,000 802,000 52,936,000 30,000,000 162,831,800 462,365,900 56,045,000 41,123,200 5,500,000 102,668,200 1,040,000 4,340,000 184,251,300 588,063,100 (53,569,900) 42,178,300 (28,936,200) (303,776,900) 253,456,600 (266,698,700) 178,760,000 88,000,000 18,892,000 13,242,100 272,409,900 (40,327,800) (31,367,000) 240,365,700 438,179,900 ENDING FUND BALANCE $ 200,037,900 $ 406,812,900 FY 17/18 TOTAL Budget $ 176,000,000 88,000,000 10,469,000 77,877,100 11,500,200 9,270,800 21,250,000 16,835,800 248,000 3,516,700 414,967,600 9,554,200 17,871,100 11,643,200 29,514,300 23,468,000 11,016,400 77,536,600 189,485,000 83,236,100 153,567,600 3,952,000 52,936,000 30,000,000 625,197,700 56,045,000 41,123,200 5,500,000 102,668,200 5,380,000 772,314,400 (357,346,800) 295,634,900 (295,634,900) 178,760,000 88,000,000 18,892,000 285,652,000 (71,694,800) 678,545,600 $ 606,850,800 Table 18 — Budget by Fund Type FY 2017/18 FY 17/18 General Fund Special Revenue Capital Projects Debt Service Enterprise TOTAL Budget Revenues Measure A Sales Tax $ - $ 176,000,000 $ - $ - $ LTF Sales Tax - 88,000,000 STA Sales Tax - 10,469,000 Federal Reimbursements 4,161,700 70,968,900 2,746,500 State Reimbursements 3,365,700 8,134,500 Local Reimbursements 1,468,200 7,802,600 TUMF Revenue - 21,250,000 Toll Revenue - 16,835,800 Other Revenue 248,000 Investment Income 76,500 1,932,400 1,135,300 365,000 7,500 TOTAL Revenues 9,072,100 384,805,400 1,135,300 3,111,500 16,843,300 Expenditures/Expenses Personnel Salaries and Benefits 4,512,600 4,296,500 745,100 Professional and Support Professional Services 4,747,200 11,810,400 400,000 913,500 Support Costs 5,531,500 1,120,100 4,991,600 TOTAL Professional and Support Costs 10,278,700 12,930,500 400,000 5,905,100 Projects and Operations Program Operations 2,850,500 13,865,100 6,752,400 Engineering 2,000,000 9,016,400 Construction 2,984,200 74,552,400 Design Build - 189,485,000 Right of Way/Land 83,236,100 Operating and Capital Disbursements 21,455,000 132,112,600 Special Studies 3,150,000 802,000 Local Streets and Roads 52,936,000 Regional Arterials - 30,000,000 TOTAL Projects and Operations 32,439,700 586,005,600 6,752,400 Debt Service Principal Payments 20,000,000 36,045,000 Interest Payments 172,500 40,950,700 Cost of Issuance 5,500,000 TOTAL Debt Service 25,672,500 76,995,700 Capital Outlay 1,040,000 3,940,000 - 400,000 TOTAL Expenditures/Expenses 48,271,000 607,172,600 26,072,500 76,995,700 13,802,600 Excess (deficiency) of Revenues over (under) Expenditures/Expenses (39,198,900) (222,367,200) (24,937,200) (73,884,200) 3,040,700 Other Financing Sources (Uses) Transfers In 39,273,900 158,841,000 20,000,000 77,520,000 Transfers Out (1,541,400) (140,387,900) (146,909,000) (2,746,500) (4,050,100) Debt Proceeds 178,760,000 TIFIA Loan Proceeds 88,000,000 Bond Premium 18,892,000 Net Financing Sources (Uses) 37,732,500 106,453,100 70,743,000 74,773,500 (4,050,100) Excess (deficiency) of Revenues over (under) Expenditures/Expenses and Other Financing Sources (Uses) (1,466,400) (115,914,100) 45,805,800 889,300 (1,009,400) Beginning Fund Balance 16,843,700 504,340,400 106,692,700 48,151,000 2,517,800 ENDING FUND BALANCE $ 15,377,300 $ 388,426,300 $ 152,498,500 $ 49,040,300 $ 1,508,400 $ 176,000,000 88,000,000 10,469,000 77,877,100 11,500,200 9,270,800 21,250,000 16,835,800 248,000 3,516,700 414,967,600 9,554,200 17,871,100 11,643,200 29,514,300 23,468,000 11,016,400 77,536,600 189,485,000 83,236,100 153,567,600 3,952,000 52,936,000 30,000,000 625,197,700 56,045,000 41,123,200 5,500,000 102,668,200 5,380,000 772,314,400 (357,346,800) 295,634,900 (295,634,900) 178,760,000 88,000,000 18,892,000 285,652,000 (71,694,800) 678,545,600 $ 606,850,800 18 Table 19 — Highway, Regional Arterial, and Rail Programs FY 2017/18 Description HIGHWAY ENGINEERING SR-60 Truck climbing lanes 91/71 connectors 1-15 Express Lanes Mid County Parkway (MCP) MCP I-215/Placentia interchange Ethanac SR-74 corridor French Valley Parkway Phase II (Temecula) Riverside County - Santa Ana River Trail General (details presented in Section 6.3 Planning and Programming) SUBTOTAL HIGHWAY ENGINEERING REGIONAL ARTERIAL ENGINEERING Various Western County TUMF regional arterial projects, including SR-79 realignment SUBTOTAL REGIONAL ARTERIAL ENGINEERING RAIL ENGINEERING Riverside Downtown/Pedley station improvements Riverside -La Sierra station improvements Perris Valley Line and other rail projects Other- Coachella Valley -San Gorgonio Pass corridor (details presented in Section 6.2 Rail) SUBTOTAL RAIL ENGINEERING TOTAL HIGHWAY, REGIONAL ARTERIAL, AND RAIL ENGINEERING HIGHWAY CONSTRUCTION 1-15 Express Lanes 1-215 corridor improvements (central segment)/Scott Road to Nuevo Road Pa chappa underpass 91 Project Riverside quiet zones 1-15/SR-79 south interchange (Temecula) Riverside County - Santa Ana River Trail General (details presented in section 6.3 Planning and Programming) SUBTOTAL HIGHWAY CONSTRUCTION REGIONAL ARTERIAL CONSTRUCTION Various Western County Measure A regional arterial projects SUBTOTAL REGIONAL ARTERIAL CONSTRUCTION RAIL CONSTRUCTION Riverside Downtown/Pedley station improvements Riverside -La Sierra station improvements Station rehabilitation Perris Valley Line and other rail projects Corona Auto Center Drive traffic signal Other- Coachella Valley -San Gorgonio Pass corridor (details presented in Section 6.2 Rail) SUBTOTAL RAIL CONSTRUCTION TOTAL HIGHWAY, REGIONAL ARTERIAL, AND RAIL CONSTRUCTION HIGHWAY DESIGN BUILD 91 Project 1-15 Express Lanes TOTAL HIGHWAY DESIGN BUILD HIGHWAY RIGHT OF WAY AND LAND SR-60 truck climbing lanes 60/215 East Junction HOV lane connectors 1-215 corridor improvements (central segment)/Scott Road to Nuevo Road Pa chappa underpass Mid County Parkway MCP I-215/Placentia interchange SR-74 curve widening 1-15 Express Lanes SR-74/I-15 to 7th Street 91/71 connectors 91 Project SR-91 HOV lanes/Adams Street to 60/91/215 interchange MSHCP land acquisition in Western County Riverside County- Santa Ana River Trail French Valley Parkway Phase!! (Temecula) SUBTOTAL HIGHWAY RIGHT OF WAY AND LAND REGIONAL ARTERIAL RIGHT OF WAY AND LAND Various Western County TUMF regional arterial projects, including SR-79 realignment SUBTOTAL REGIONAL ARTERIAL RIGHT OF WAY AND LAND RAIL RIGHT OF WAY AND LAND Perris Valley Line and other rail projects Riverside -La Sierra station improvements General SUBTOTAL RAIL RIGHT OF WAY AND LAND TOTAL HIGHWAY, REGIONAL ARTERIAL, AND RAIL RIGHT OF WAY AND LAND GRAND TOTAL HIGHWAY, REGIONAL ARTERIAL, AND RAIL PROGRAMS 225,000 50,000 130,000 1,500,000 2,000,000 900,000 798,900 500,000 2,000,000 8,103,900 2,327,500 2,327,500 95,000 190,000 50,000 250,000 585,000 $ 11,016,400 $ 6,065,000 692,000 11,950,000 3,320,000 3,821,000 4,000,000 2,800,000 1,175,000 33,823,000 5,150,200 8,536,900 3,237,700 3,870,000 1,500,000 24,119,000 250,000 2,200,000 35,176,700 $ 77,536,600 $ 79,100,000 110,385,000 $ 189,485,000 $ 1,500,000 5,000 30,000 800,000 4,100,000 16,500,000 5,000 3,315,000 230,000 1,105,000 43,733,000 1,525,000 3,000,000 265,000 673,600 76,786,600 6,270,000 6,270,000 19,000 10,000 150,500 179,500 $ 83,236,100 $ 361.274.100 PROPOSED BUDGET FISCAL YEAR 2017/18 40 YEARt Est. )976 ``` Ear [eellrlisspmlilm Cowlsln Resource Estimation Commission Policy Goals Department Goals and Objectives Department Budget Development Budget Compilation Budget Review and Adoption FY 2017/18 Budget Considerations F 40 TFAR% Ea.I/76 4 IBM RCTC projects and programs • Use of accumulated reserves for projects and programs, as necessary • Flexibility to change scope and timing of capital projects • Small staff with heavy use of consultants • Interfund borrowing policy, if required Stabilized sales tax and TUMF revenues • Impact on transit operations and capital project needs • Use of TUMF reserves for project expenditures • Toll revenues and expenses derived from Investment Grade Traffic and Revenue Report IFinancing needs and related costs • TIFIA loan draw down on the 1-15 Express Lanes project • Issuance of sales tax revenue bonds, commercial paper notes, and bond premium for the 1-15 Express Lanes project and 91 Project completion Beginning Fund Balance (7/1/2017) Revenues Debt Proceeds Transfers In Total Estimated Sources 414,967,600 285,652,000 295,634,900 Expenditures/Expenses (669,646,200) Debt Service (102,668,200) Transfers Out (295,634,900) Total Estimated Uses Uses Over Sources (offset by beginning fund balance) Ending Fund Balance (6/30/2018) $ 678,545,600 996,254,500 (1,067,949,300) (71,694,800) $ 606,850,800 Sources Breakdown FY 16/17 Revised Bud • - FY 16/17 Pr•' - - - FY 17/ 18 40 TEAR% fat. 1476 4 Measure A Sales Tax LTF Sales Tax STA Sales Tax Intergovernmental TUMF Revenue Toll Revenue Other Revenue Investment Income Transfers In Debt Proceeds TOTAL Sources arc $ 173,000,000 85,000,000 10,821,600 59,242,300 18,520,000 3,798,000 2,518,000 1,849,000 241,966,700 203,494,200 $ 173,000,000 85,000,000 10,821,600 33,985,900 18,850,000 3,239,700 268,500 4,715,600 192,895,500 212,500,200 $ 800,209,800 $ 735,277,000 $ 176,000,000 88,000,000 10,469,000 98,648,100 21,250,000 16,835,800 248,000 3,516,700 295,634,900 285,652,000 $ 996,254,500 $350 $300 $250 $200 $150 $100 $50 $- 9 y � \aeeJe ee,e ee4e y a5 ,ka"<" ,q. .o o � ° < ee e� \�cs�eQ`oe hac'i'4' <<�(e��a� eP4 ,`P,e�\< 'Cs �<w "o �r�e� <�S oJ O�yo eas, c� \�e o FY 16/17 Revised Budget id FY 16/17 Projected © FY 17/18 Budget error enNI•• fi WNW0. Expenditures/Expenses by Department 40 TEAR% fat. 1476 4 ENE FY 16/17 Revise • • get FY 16/17 Projecte FY 17/18 get xrc Capital Highway, Rail, and Regional Arterials Capital Local Streets and Roads Commuter Assistance Debt Service Management Services Motorist Assistance Planning and Programming Public and Specialized Transit Rail Maintenance and Operations Toll Operations TOTAL Expenditures/Expenses $ 603,953,000 $ 438,568,100 51,358,000 51,358,000 3,587,500 3,265,600 149,260,800 137,465,400 19,297,300 18,658,700 6,952,400 5,630,600 11,576,400 2,704,700 139,197,300 109,186,700 41,083,700 26,455,400 6,553,100 3,859,600 $ 662,615,300 52,936,000 5,064,900 102,668,200 22,907,700 6,000,500 13,489,000 146,978,500 37,436,500 17,852,700 $ 1,032,819,500 $ 797,152,800 $ 1,067,949,300 ti _ 1:1=13,7n171- -fr NEM El _123 Expenditures/Expenses Comparison $700 $650 $600 $550 $500 $450 0 $400 2 $350 $300 $250 $200 $150 $100 $50 $- EnahJ e`,a5 o 6' �acce �`�e •\`e5 �ac`5' cc\c� Lacs �`°c5 `°05 a\ ats �y\� m"0�� cK. PyS,y p tie6 OQe`a Otte ao°t eel J�ec p eke °t<" QuN. o 'G aci7 ,�.° aQe ���� F� cad �`°� aca �� c°Q ac �a �° �a `c� a,, ca `, 0 4 tie aa�a aQ�a\ (2 Q'o \mac 3 �`4Oy� L ear �a\ L■ FY 16/17 Revised Budget aQ o FY 16/17 Projected N FY 17/18 Budget 40 YEAR% Ea. I /76 4 IBM Capital Department Highlights 1-15 Express Lanes , Mid County Parkway • .#• . . W..F ai►3. r Expenditures/Expenses by Function FY 16/17 Revised Budget FY 16/17 Projected FY 17/ 18 Budget Percent Change Salaries and Benefits Professional Services Support Costs Projects and Operations Debt Service Capital Outlay TOTAL Expenditures/Expenses *Excludes transfers out $ 9,505,100 34,058,800 10,089,100 585,338,000 149,260,800 2,601,000 $ 9,365,500 28,012,000 6,939,900 420,503,500 137,465,400 1,971,000 $ 790,852,800 $ 604,257,300 $ 9,554,200 17,871,100 11,643,200 625,197,700 102,668,200 5,380,000 $ 772,314,400 -2% Expenditures/Expenses by Function Comparison $700 $600 $500 e $400 0 2 $300 $100 $- 40 TFAR% Ea.I/76 4 ENE =MN idkQ�1�1�G� . 1.11.11 1111L Salaries and Benefits Professional Services Support Costs i Projects and Operations Liu Debt Service Capital Outlay o FY 16/17 Revised Budget o FY 16/17 Projected O fY 17/18 Budget `Ezcl udes transfers out Continue monitoring revenue Measure A administrative salaries and benefits Funding needs for projects and transit operators Sales Tax and TUMF revenue trends Timeliness of federal and state reimbursements Open public hearing May 10, 2017 Receive input for the proposed budget and open the public hearing kx Close public hearing and adopt budget June 14, 2017 Review the final budget draft, close the public hearing, and adopt the final budget AGENDA ITEM 7A RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: May 10, 2017 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Matt Wallace, Procurement Manager Jose Mendoza, Procurement Analyst 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 third quarter ended March 31, 2017. BACKGROUND INFORMATION: Certain contracts are executed under single signature authority as permitted in the Commission's Procurement Policy Manual adopted in September 2015. The Executive Director is authorized to sign services contracts that are less than $150,000 individually and in an aggregate amount not to exceed $1 million in any given fiscal year. Additionally, in accordance with Public Utilities Code Section 130323(c), the Executive Director is authorized to sign contracts for supplies, equipment, materials, and construction of all facilities and works under $50,000 individually. The attached report details all contracts that have been executed for the third quarter ended March 31, 2017, under the single signature authority granted to the Executive Director. The unused capacity of single signature authority for services at March 31, 2017 is $713,000. Attachment: Single Signature Authority Report as of March 31, 2017. Agenda item 7A 20 SINGLE SIGNATURE AUTHORITY AS OF March 31, 2017 CONSULTANT DESCRIPTION OF SERVICES ORIGINAL CONTRACT PAID AMOUNT REMAINING AMOUNT CONTRACT AMOUNT AMOUNT AVAILABLE July 1, 2016 $1,000,000.00 Smith, Watts & Hartman State Legislative Advocacy Services 18,000.00 18,000.00 0.00 Alvarado Smith Legal Services 16,000.00 14,370.03 1,629.97 S&P Global Ratings Rating evaluation service for indicative rating related to 1-15 Express 100,000.00 75,000.00 25,000.00 Lanes TIFIA loan and toll revenue bonds Connected Consulting Public Engagement and Education Strategy Efforts 40,000.00 0.00 40,000.00 Exigent Information Technology Support Services 75,000.00 58,467.56 16,532.44 Revenue & Cost Specialists, LLC Cost Allocation Plan Consultant 18,000.00 0.00 18,000.00 Regents of University of CA Customized Staff Training Programs 20,000.00 0.00 20,000.00 AMOUNT USED AMOUNT USED AMOUNT REMAINING through March 31, 2017 287,000.00 287,000.00 $713,000.00 None Agreements that fall under Public Utilities Code 130323 (C) N/A $- $- $- Jose Mendoza Prepared by 1 Theresia Trevino Reviewed by Note: Shaded area represents new contracts listed in the first quarter. V:\2017\05 May\B8,1\6A.JM.Attl.SingleSignQ3.xlsx 21 AGENDA ITEM 7B RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: May 10, 2017 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Jillian Guizado, Senior Legislative Affairs Analyst Aaron Hake, External Affairs Director THROUGH: Anne Mayer, Executive Director SUBJECT: State Legislative Update BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Adopt the following bill positions: a) AB 1523 (Obernolte) — Support; b) SB 150 (Allen) — Oppose; c) SB 264 (Nguyen) — Oppose; d) SB 477 (Cannella) — Support; and 2) Receive and file an update on state legislation. DISCUSSION: State Update AB 1523 (Obernolte) — Staff Recommendation: Support AB 1523 would extend the benefits of the design -build procurement and project delivery method for local streets and roads projects to local agencies, cities, and counties throughout California. This would provide local jurisdictions with an additional tool to more efficiently and expeditiously deliver transportation projects to their respective communities. For these reasons, staff is recommending a support position on AB 1523. SB 150 (Allen) — Staff Recommendation: Oppose This bill would amend the process for setting regional greenhouse gas (GHG) emission targets under SB 375 (Chapter 728, Statutes of 2008), which sets a framework for regions to reduce greenhouse gas emissions through the adoption of a sustainable communities strategy (SCS) as part of the regional transportation plan (RTP) process through a bottom -up approach. The intention of the SCS is to identify strategies that each metropolitan planning organization (MPO) is to implement as a means of reducing GHG emissions through coordination of transportation, Agenda Item 7B 22 land use, and planning, with regional targets set for 2020 and 2035. This process is done regionally in a holistic manner that balances various regional priorities, rather than by a strict project -by -project analysis. The GHG emission reductions identified are then used to meet statewide emission reduction goals set forth under AB 32 (Chapter 488, Statutes of 2006). Under the process defined by SB 375, regional GHG emission reduction targets are to be set by the California Air Resources Board (CARB) through information gathered by a Regional Targets Advisory Committee composed of a variety of transportation and environmental stakeholders and through consultation with the MPOs and air districts. No specified metric to reduce emissions was mandated under SB 375. The targets are to be updated by the CARB every eight years. SB 150 would amend this process by requiring the CARB, in updating the targets, to also take into account additional state GHG emission reduction goals, including those in SB 32 (Chapter 249, Statutes of 2016), which set the statewide goal of reducing GHG emissions 40 percent by 2030. In addition, the bill further specifies that these targets are to be set using the latest available climate science and the reductions are to be met through reductions in vehicle miles traveled (VMT) and criteria air pollutants. By specifying VMT, this changes the focus from overall GHG reductions to a blended focus that includes VMT reductions. The CARB would be required to hold two additional public hearings as it revises the GHG targets. Under SB 150, each SCS would have to include an appendix that outlines the region's planning and programming activities to prioritize projects for programming that reduce VMT and maximize co -benefits, including public health, social equity, and conservation. Criteria to be considered in prioritizing projects are to include but not be limited to: 1) a reduction in per capita carbon dioxide emissions from cars and light trucks, 2) a reduction in VMT by 15 percent by cars and light trucks by 2050, 3) an increase in the average daily time spent walking or bicycling for transportation purposes, and 4) a decrease in the share of low-income or lower middle -income residents' household income consumed by transportation and housing. Beginning in 2018, the CARB would be required to monitor each MPO's SCS or alternative planning strategy (APS) and prepare a report to the California Transportation Commission (CTC) assessing whether each region is on track to reducing VMT 15 percent by 2050. This report is to be provided every four years thereafter. The Southern California Associated Governments (SCAG) and the county transportation commissions in its region, including the Commission, have spent significant resources developing a RTP and SCS that meet the targets assigned by the CARB. Staff believes SB 150 is unneeded due to the region's continued demonstration of being committed to meeting statewide air quality goals. SB 150 presents significant changes to how projects would be programmed and implemented in the region, specifically targeting the authority county transportation commissions in the SCAG region have over this programming and planning process. In addition, by adjusting the reporting period to occur every four years, it is unclear how this would inform the region's reaching of its reduction goals due to the length of time it often takes for emission reductions to result from large transportation capital investments. Due to staff's concerns with Agenda Item 7B 23 the negative impacts this bill would have on the Commission and the entire SCAG region, staff is recommending an oppose position on SB 150. SB 264 (Nguyen) — Staff Recommendation: Oppose This bill requires excess toll revenues on the Orange County Transportation Authority's (OCTA) Interstate 405 Improvement Project to be allocated as follows: • Twenty percent to OCTA; • Seventy percent to be equally distributed to jurisdictions along the project corridor; and • Ten percent to be equally distributed to jurisdictions not along the project corridor. While this bill is specific to OCTA's Interstate 405 Improvement Project, which creates express lanes on that corridor, having the Legislature meddle in the expenditure plan of a regional transportation agency's toll facility would set a dangerous precedent. Furthermore, SB 264 directly contradicts AB 194, the bill that granted local discretion and control to regional transportation agencies that received approval from the CTC to implement toll facilities. Another concern this bill raises is the potential impact it could have on OCTA's ability to reach a successful financial close on Wall Street and to receive a federal Transportation Infrastructure Finance and Innovation Act loan this spring. Staff is recommending an oppose position on SB 264 due to the potential precedent the bill would set for similar bills to be introduced that could impact the Commission's toll projects. SB 477 (Cannella) — Staff Recommendation: Support This bill allows for the expansion of intercity passenger rail service beyond the boundaries of three existing joint powers authorities (JPAs) that currently operate intercity rail service. Current law establishes the Los Angeles -San Diego -San Luis Obispo (LOSSAN) JPA and authorizes the state to contract with the JPA to operate the popular Pacific Surfliner Amtrak route. The Commission is a member agency of the LOSSAN JPA. This bill would provide the opportunity for the future Coachella Valley -San Gorgonio Pass rail corridor to be operated by LOSSAN. While the governance of the Coachella Valley -San Gorgonio Pass rail corridor service has not been fully vetted at this point in time, SB 1197 creates an opportunity that could be utilized in the future if it is determined by the Commission and the other LOSSAN member agencies it is best to incorporate the new corridor into the existing JPA, rather than creating a new agency or allowing Caltrans Division of Rail to operate this rail service. The bill is authored by Members of the Legislature from Central and Northern California who are seeking to expand the reach of intercity rail in that part of the state. Staff believes this bill has potential future benefits to Inland Southern California as well. Attachment: April 2017 Legislative Matrix Agenda Item 7B 24 RIVERSIDE COUNTY TRANSPORTATION COMMISSION - POSITIONS ON STATE AND FEDERAL LEGISLATION — March 2017 Legislation/ Author Description Bill Status Position Date of Board Adoption AB 91 (Cervantes) Requires Caltrans to convert existing HOV lanes in Riverside County to operate only during hours of heavy commuter traffic; during all other times the lanes would be open to all vehicles, including those with a single occupant. Referred to Appropriations Committee; referred to suspense file. (April 5, 2017) OPPOSE 3/8/17 AB 351 (Melendez) Proposes to bring truck weight fees back to transportation accounts. Referred to Committee on Transportation. May be heard in committee after March 10. (February 21, 2017) SUPPORT 3/8/17 AB 179 (Cervantes) Changes the membership of the California Transportation Commission. Referred to Committee on Transportation. May be heard in committee after February 17. (February 15, 2017) OPPOSE 4/12/2017 AB 408 (Chen) Final offer of compensation in eminent domain cases. Died prior to going to committee pursuant to Joint Rule 62(a). (March 20, 2017) OPPOSE 4/12/2017 AB 697 (Fong) Exempts private ambulances from paying tolls when responding to emergency and urgent calls. Cleared Committee on Transportation 12 — O. Referred to Appropriations. (March 28, 2017) OPPOSE 4/12/2017 SB 132 Amendment to the Budget Act of 2016. Creates the Riverside County Transportation Efficiency Corridor. Received third reading in Senate. (April 6, 2017) SUPPORT 4/12/2017 25 AGENDA ITEM 7C RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: May 10, 2017 TO: Riverside County Transportation Commission FROM: Sheldon Peterson, Rail Manager Brenda Ramirez, Management Analyst THROUGH: Anne Mayer, Executive Director SUBJECT: Commuter Rail Grant Resolutions STAFF RECOMMENDATION: This item is for the Commission to: 1) Adopt Resolution No. 17-007 "Resolution of the Riverside County Transportation Commission Regarding Authorization for the Execution of the Low Carbon Transit Operations Program Project — Perris Valley Line Operations in the Amount of $183,080"; and 2) Adopt Resolution No. 17-008, "Resolution of the Riverside County Transportation Commission Regarding Authorization for the Execution of the Certifications and Assurances and Authorized Agent Forms for the Low Carbon Transit Operation Program". BACKGROUND INFORMATION: The Commission's Commuter Rail Program applies for various federal and state funds that are necessary to fund rail projects within Riverside County. There is also the need for grants to meet the Commission's annual funding responsibility related to rail operations. The Commuter Rail Program is currently seeking approval to obtain grant funding that is available through the California Department of Transportation Low Carbon Transit Operations Program (LCTOP). LCTOP funds in the amount of $183,080 are available for Perris Valley Line (PVL) rail operations. Projects eligible for this funding need to reduce greenhouse gas emissions and support transit agencies in their effort to increase mode share. This allows the Commuter Rail Program to seek operations funding for the new PVL commuter rail service. Funding obtained from this grant is formula based. The application is a combination of LCTOP funding allocated to Western County rail in the amount of $181,125 and $1,955 contributed by the city of Riverside. The city of Riverside is listed as the contributing sponsor and has provided the Commission with a supporting letter for the use of these funds. As required by the LCTOP grant guidelines, Resolution Nos. 17-007 and 17-008 are needed to authorize the funds to be used on PVL operations and the Executive Director to execute the certifications and assurances and authorized agent forms. The approval of these resolutions by Agenda Item 7C 26 the Commission is required to submit and file the grant; therefore, staff recommends approval of Resolution Nos. 17-007 and 17-008 related to the FY 2016/17 LCTOP grant in order to successfully complete the grant submittal process. Funding received from this grant will be included in the FY 2016/17 budget and will be reflected in Commission's Commuter Rail FY 2017/18 Short Range Transit Plan. Financial Information In Fiscal Year Budget: Yes Year: FY 2017/18 Amount: $ 183,080 Source of Funds: LCTOP Budget Adjustment: No GL/Project Accounting No.: 034198 86101 0000 103 25 034198 $183,080 (revenue) Fiscal Procedures Approved: \)/,f,a4Ata.342, Date: 04/14/2017 Attachments: 1) Resolution No. 17-007 2) Resolution No. 17-008 Agenda Item 7C 27 ATTACHMENT 1 RESOLUTION NO. 17-007 RESOLUTION OF THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION REGARDING AUTHORIZATION FOR THE EXECUTION OF THE THE LOW CARBON TRANSIT OPERATIONS PROGRAM PROJECT: PERRIS VALLEY LINE OPERATIONS IN THE AMOUNT OF $183,080 WHEREAS, the Riverside County Transportation Commission is an eligible project sponsor and may receive state funding from the Low Carbon Transit Operations Program (LCTOP) now or sometime in the future for transit projects; and WHEREAS, the statutes related to state -funded transit projects require a local or regional implementing agency to abide by various regulations; and WHEREAS, Senate Bill 862 (2014) named the Department of Transportation (Department) as the administrative agency for the LCTOP; and WHEREAS, the Department has developed guidelines for the purpose of administering and distributing LCTOP funds to eligible project sponsors (local agencies); and WHEREAS, the Riverside County Transportation Commission wishes to implement the LCTOP project(s) listed above, NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Riverside County Transportation Commission that the fund recipient agrees to comply with all conditions and requirements set forth in the applicable statutes, regulations and guidelines for all LCTOP funded transit projects. NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Riverside County Transportation Commission that it hereby authorizes the submittal of the following project nomination and allocation request to the Department in FY 2015-16 LCTOP funds: List project(s), including the following information: Project Name: PVL Operation Amount of LCTOP funds requested: $183,080 Short description of project: Funding will be used for operating costs associated to the commuter rail Perris Valley Line. Contributing Sponsor. City of Riverside APPROVED AND ADOPTED this day of May 2017. 28 John F. Tavaglione, Chairman Riverside County Transportation Commission ATTEST: Jennifer Harmon, Clerk of the Board Riverside County Transportation Commission 29 ATTACHMENT 2 RESOLUTION NO. 17-008 RESOLUTION OF THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION REGARDING AUTHORIZATION FOR THE EXECUTION OF THE CERTIFICATIONS AND ASSURANCES AND AUTHORIZED AGENT FORMS FOR THE LOW CARBON TRANSIT OPERATIONS PROGRAM WHEREAS, the Riverside County Transportation Commission is an eligible project sponsor and may receive state funding from the Low Carbon Transit Operations Program (LCTOP) for transit projects; and WHEREAS, the statutes related to state -funded transit projects require a local or regional implementing agency to abide by various regulations; and WHEREAS, Senate Bill 862 (2014) named the Department of Transportation (Department) as the administrative agency for the LCTOP; and WHEREAS, the Department has developed guidelines for the purpose of administering and distributing LCTOP funds to eligible project sponsors (local agencies); and WHEREAS, the Riverside County Transportation Commission wishes to delegate authorization to execute these documents and any amendments thereto to Anne Mayer, Executive Director. NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Riverside County Transportation Commission that the fund recipient agrees to comply with all conditions and requirements set forth in the Certification and Assurances and the Authorized Agent documents and applicable statutes, regulations and guidelines for all LCTOP funded transit projects. NOW THEREFORE, BE IT FURTHER RESOLVED that Anne Mayer, Executive Director be authorized to execute all required documents of the LCTOP program and any Amendments thereto with the California Department of Transportation. APPROVED AND ADOPTED this day of May 2017. John F. Tavaglione, Chairman Riverside County Transportation Commission 30 ATTEST: Jennifer Harmon, Clerk of the Board Riverside County Transportation Commission AL 31 AGENDA ITEM 7D RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: May 10, 2017 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Sheldon Peterson, Rail Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Amendment to Commission's Rail Program Short Range Transit Plans BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to amend the Commission's Commuter Rail Program's FY 2016/17 Short Range Transit Plan (SRTP), as follows: a) Allocate $16,956,682 of Federal Transit Administration (FTA) Section 5307 Grant funds to the 2017 Riverside County Rail Passenger Efficiency Upgrades project; and b) Allocate $16,816,916 of FTA Section 5337 Grant funds to the 2017 Commuter Rail State of Good Repair project. BACKGROUND INFORMATION: The Commission's Rail Program is responsible for the management of several key funding sources and grants that are used directly for Metrolink service and capital upgrades as well as station and rail property related projects. These grants have a long lead time to get into the state and federal grant process in order to obtain approvals. Amendment of the SRTP initiates this process in order to make the funds available for use in the current and future fiscal budget years. There are no immediate financial commitments or contracts associated with amending the SRTP, and all related projects including construction or other cash expenditures will come back to the Commission for formal approval. The first step in making the grant funds usable is to update the SRTPs, which include plans for the Commission's Commuter Rail Program and provide detailed information about existing services and facilities, financial forecasts, and plans, as well as planned and proposed improvements to be implemented. This amendment will allow these projects to be included in the list of Federal Transportation Improvement Projects and the annual Program of Projects. The Commission's Commuter Rail Program is requesting the following amendments and allocations to the FY 2016/17 Commuter Rail SRTP in order to set up the ability to use grant funds in future budget years: 1) Allocate $16,956,682 of FTA Section 5307 Grant funds to the 2017 Riverside County Rail Passenger Efficiency Upgrades project; and Agenda Item 7D 32 2) Allocate $16,816,916 FTA Section 5337 Grant funds to the 2017 Commuter Rail State of Good Repair project. The 2017 Riverside County Rail Passenger Efficiency Upgrades project is a series of improvement efforts that will use FTA Section 5307 funds to improve the customer experience for rail passengers traveling in and out of Riverside County. The customer experience is critical to maintaining and improving the system ridership and maximizing the public investment in transit. This project includes a number of separate elements that will help to build and improve the local transportation network. Specifically, the project will enhance passenger access to the system with improved station platforms and access ways including pedestrian bridges, walkways, connections, parking, bicycle paths, and bicycle storage solutions to facilitate active transportation to the stations. In addition, related track work and layover facilities that can be used to improve passenger train performance and availability will be implemented. The needed property for expanded parking and parking structures could also be part of this project. Technology upgrades to ticket vending machines, customer information kiosks, communication upgrades, signage, and potentially wireless internet connectivity at the station could be included. Staff will work cooperatively with capital programs and facility management staff to continue to identify specific projects and initiate project development. The grant projects will also look to address passenger comfort and security at the stations, with passenger shelters to protect riders from the elements and emergency phones to improve security. Security and safety will also be addressed with improved fencing and access control to the platforms to ensure safe and efficient paths of travel for the riders. Security lighting will also be included to make the stations welcoming throughout the year, especially for the early morning and late night commuters. The projects identified will fundamentally improve the entire station experience and will enhance the network's ability to attract and retain ridership. The customer's journey on the Metrolink rail system begins and ends at the stations, and the quality of the customer's time there can dramatically impact his or her decision to use transit in the future. The FTA 5337 funding will be used for the 2017 Commuter Rail State of Good Repair project. This project includes investments in the Commission's stations and rail infrastructure as well as providing funding to meet the Commission's obligations to the Metrolink system. These capital improvements include a wide range of projects to the aging system. They could include locomotive and rail car repair, rehabilitation, replacement, track and system upgrades and rehabilitation, systems upgrades such as ticket vending machines, dispatching and safety systems, and mechanical facilities. Agenda Item 7D 33 The FTA funds are used on a reimbursement basis and are only available after the grants are fully executed, which can be a four to six-month process. As mentioned earlier, there are no planned expenditures related to this action in the FY 2016/17 budget year; however, these funds will be included in the FY 2017/18 and subsequent years' budgets. The annual funding breakdowns are below. New Federal Grant Funds: 5307 FundsFY14-15 5307 FundsFY15-16 5307 FundsFY16-17 5337 FundsFY14-15 5337 FundsFY15-16 5337 FundsFY16-17 $ 5,829,758 $ 5,935,385 (Partial) $ 5,191,539 5307 Funds $ 16,956,682 $ 6,006,974 $ 6,825,023 (Partial) $ 3,984,919 5337 Funds $ 16,816,916 Total New Grants Funding $ 33,773,598 Financial Information Yes FY 2017/18 $ 500,000 In Fiscal Year Budget: N/A Years: FY 2018/19+ Amount: $33,273,600 Source of Funds: FTA Section 5307 & FTA Section 5337 Grant funds Budget Adjustment: No N/A 004011 414 41404 265 33 41401 $16,956,682 FTA Section 5307 revenue GLA No.: 004017 414 41404 265 33 41401 $16,816,916 FTA Sections 5337 revenue Fiscal Procedures Approved: \)/ Date: 04/16/2017 Agenda Item 7D 34 AGENDA ITEM 7E RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: May 10, 2017 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Josefina Clemente, Transit Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Short Range Transit Plan Amendment to Riverside Transit Agency's Fiscal Year 2016/2017 Capital Assistance Program BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve modification to Riverside Transit Agency's (RTA) FY 2016/17 capital assistance program to reflect an additional $688,570 in FY 2013/14 and FY 2014/15 Federal Transit Administration (FTA) Section 5339 Hemet urbanized area (UZA) funds to cover capital expenses related to the Hemet Facility Rehabilitation project and allocate $172,143 in State Transit Assistance (STA) funds to provide required match for the FTA Section 5339 funds; 2) Amend RTA's FY 2016/17 capital assistance program to reflect an additional $1,492,532 in FY 2015/16 California Low Carbon Transit Operation Program (LCTOP) funds received for the UCR Mobility Hub; 3) Reprogram the Local Transportation Fund (LTF) capital amount of $2,400,000 originally identified for the Twin Cities Transit Center and move the funds to RTA's new Operations and Maintenance Facility project; and 4) Approve amendments to RTA's Short Range Transit Plans (SRTP) to reflect the changes outlined above. BACKGROUND INFORMATION: At its July 13, 2016 meeting, the Commission approved and adopted the FY 2016/17 operating and capital funding allocation for Riverside County based on the FY 2016/17 SRTP updates prepared by the eight transit operators providing public transit services in the county. Since that time, RTA received additional grant funding including the FY 2013/14 and FY 2014/15 Hemet UZA FTA Section 5339 program and the FY 2015/16 LCTOP capital grant funds. The modification details for RTA's capital program are outlined below. RTA Capital Assistance Table 1a of Attachment 1 shows the currently approved capital requests based on RTA's original SRTP capital funding plan and Table 1b shows the proposed capital project requests based on actual revenues received by RTA during FY 2016/17. Modification requests are as follows: Agenda Item 7E 35 " R e f l e c t a n a d d i t i o n a l $ 6 8 8 , 5 7 0 i n H e m e t U Z A F T A S e c t i o n 5 3 3 9 c a p i t a l f u n d s a n d l o c a l S T A m a t c h i n g f u n d s o f $ 1 7 2 , 1 4 3 t o b e u s e d t o w a r d t h e c o n s t r u c t i o n c o s t f o r t h e H e m e t F a c i l i t y R e h a b i l i t a t i o n p r o j e c t ; " R e f l e c t $ 1 , 4 9 2 , 5 3 2 i n F Y 2 0 1 5 / 1 6 L C T O P f u n d s a w a r d e d t o R T A f o r t h e U C R M o b i l i t y H u b p r o j e c t ; a n d " M o v e t h e $ 2 , 4 0 0 , 0 0 0 i n L T F c a p i t a l f u n d s o r i g i n a l l y p r o g r a m m e d i n R T A ' s F Y 2 0 1 2 / 1 3 S R T P f o r t h e T w i n C i t i e s T r a n s i t C e n t e r i n T e m e c u l a ( p r o j e c t w i l l n o w b e l o c a t e d a t t h e T e m e c u l a P r o m e n a d e M a l l ) t o c o v e r c a p i t a l e x p e n s e s f o r R T A ' s n e w O p e r a t i o n s a n d M a i n t e n a n c e f a c i l i t y p r o j e c t . W i t h t h e a b o v e a d j u s t m e n t s , R T A ' s c a p i t a l a s s i s t a n c e f o r F Y 2 0 1 6 / 1 7 w i l l b e i n c r e a s e d b y $ 2 , 3 5 3 , 2 4 5 . F i n a n c i a l I m p a c t S t a f f r e v i e w e d R T A ' s r e v i s e d p l a n a n d r e c o m m e n d s a p p r o v a l o f i t s c a p i t a l f u n d i n g m o d i f i c a t i o n s a n d r e l a t e d a m e n d m e n t s t o i t s F Y 2 0 1 6 / 1 7 a n d F Y 2 0 1 2 / 1 3 S R T P s . S i n c e t h e L C T O P a n d F T A S e c t i o n 5 3 3 9 f u n d s a r e d i r e c t l y a l l o c a t e d t o R T A , n o C o m m i s s i o n b u d g e t a m e n d m e n t i s r e q u i r e d t o s u p p o r t t h e s e r e q u e s t s . L T F c a p i t a l f u n d s o f $ 2 . 4 m i l l i o n w i l l o n l y r e q u i r e m o v i n g t h e f u n d s t o a n o t h e r c a p i t a l p r o j e c t . T h e o n l y f i n a n c i a l i m p a c t t o t h e C o m m i s s i o n i s t h e a l l o c a t i o n o f S T A f u n d s . T h e r e i s s u f f i c i e n t f u n d i n g i n t h e S T A W e s t e r n R i v e r s i d e B u s F Y 2 0 1 6 / 1 7 c a p i t a l b u d g e t t o p r o v i d e t h e $ 1 7 2 , 1 4 3 S T A l o c a l m a t c h r e q u i r e d f o r t h e F T A S e c t i o n 5 3 3 9 f u n d s . T h e r e f o r e , n o b u d g e t a d j u s t m e n t i s n e c e s s a r y . F i n a n c i a l I n f o r m a t i o n I n F i s c a l Y e a r B u d g e t : Y e s Y e a r : F Y 2 0 1 6 / 1 7 A m o u n t : $ 1 7 2 , 1 4 3 S o u r c e o f F u n d s : S t a t e T r a n s i t A s s i s t a n c e ( W e s t e r n C o u n t y B u s ) B u d g e t A d j u s t m e n t : N o G L A N o . : 0 0 2 2 0 1 8 6 1 0 2 2 4 1 6 2 8 6 1 0 2 ( e x p e n d i t u r e ) F i s c a l P r o c e d u r e s A p p r o v e d : \ j / L a z . v i r o t u o m . D a t e : 0 4 / 1 6 / 2 0 1 7 A t t a c h m e n t : R T A F Y 2 0 1 6 / 1 7 C a p i t a l A s s i s t a n c e b y F u n d i n g S o u r c e A g e n d a I t e m 7 E 3 6 ATTACHMENT Riverside Transit Agency FY 2016/17 SRTP Capital Assistance by Funding Source Table 1a - Currently Approved Capital Funding Plan Project Description Capital Project Number Total Amount of Funds LTF STA Section 5307 Riv-San Bernardino Section 5307 - Murrieta/ Temecula/ Menifee Section 5307 - Hemet Section 5339 Bus & Bus Facilities Hemet UZA Section 5339 Bus & Bus Facilities LCTOP Revenue Vehicles - (10) COFR - Repl FY17-1 1,983,400 297,510 1,685,890 Revenue Vehicles - (33) DAR - Repl FY17-2 3,305,895 495,884 2,810,011 Associated Transit Improvements FY17-3 200,000 40,000 80,000 45,000 35,000 Capital Maintenance Spares FY17-4 1,110,065 222,013 888,052 Capitalized Tire Lease FY17-5 303,249 60,650 242,599 Maintenance/Support Equipment FY17-6 72,888 14,578 58,310 Facility Maintenance FY17-7 266,760 53,352 213,408 Information Systems FY17-8 90,000 18,000 72,000 Central Operations & Maintenance Facility FY17-9 3,952,209 790,442 3,161,767 Subtotal: Capital $11,284,466 $0 $1,992,429 $3,991,471 $1,973,489 $165,310 $3,161,767 $0 $0 Table lb - Modified Capital Funding Plan Project Description Capital Project 'Number Total Amount of Funds LTF STA Section 5307 - Riv-San Bernardino Section 5307 - Murrieta/ Temecula/ Menifee Section 5307 - Hemet Section 5339 Bus & Bus Facilities Section 5339 Bus & Bus Facilities Hemet UZA LCTOP Revenue Vehicles - (10) COFR - Repl FY17-1 1,983,400 297,510 1,685,890 Revenue Vehicles - (33) DAR - Repl FY17-2 3,305,895 495,884 2,810,011 Associated Transit Improvements FY17-3 200,000 40,000 80,000 45,000 35,000 Capital Maintenance Spares FY17-4 1,110,065 222,013 888,052 Capitalized Tire Lease FY17-5 303,249 60,650 242,599 Maintenance/Support Equipment FY17-6 72,888 14,578 58,310 Facility Maintenance FY17-7 266,760 53,352 213,408 Information Systems FY17-8 90,000 18,000 72,000 Central Operations & Maintenance Facility FY17-9 3,952,209 790,442 3,161,767 Hemet Maintenance Facility FY17-10 860,713 172,143 688,570 UCR Mobility Hub FY17-11 1,492,532 1,492,532 Twin Cities Transit Center FY13-09 (2,400,000) (2,400,000) Central Operations & Maintenance Facility FY17-9 2,400,000 2,400,000 Subtotal: Capital $13,637,711 $0 $2,164,572 $3,991,471 $1,973,489 $165,310 $3,161,767 $688,570 $1,492,532 Difference Between Currently Approved & Modified Capital Plan $2,353,245 $0 $172,143 $0 $0 $0 $0 $688,570 $1,492,532 37 AGENDA ITEM 7F RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: May 10, 2017 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Robert Yates, Multimodal Services Director THROUGH: Anne Mayer, Executive Director SUBJECT: Request to Join the California Vanpool Authority BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Adopt Resolution No. 17-009, "Resolution of the Riverside County Transportation Commission Resolving to Join the California Vanpool Authority"; 2) Authorize the Executive Director or designee to transmit a request to the California Vanpool Authority (CalVans) board to approve the Commission to join the joint powers authority; 3) Authorize the Executive Director, pursuant to legal counsel review, to execute an addendum to the joint powers agreement to form CalVans to memorialize the Commission's membership; 4) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute Agreement No. 17-45-089-00 with SunLine Transit Agency (SunLine) to approve the operation of the SunLine Vanpool Program (SolVan) under the terms and conditions of the Commission's membership in CalVans; and 5) Authorize the Chair to appoint one member and one alternate to serve on the CalVans board. BACKGROUND INFORMATION: Due to the various state and federal restrictions governing agricultural transportation, in 2011 certain transportation planning agencies and councils/associations of governments formed CalVans as a joint powers authority. CalVans was created to provide vanpools primarily to farm/agricultural workers in areas underserved by public transit. Since 2011, CalVans has formed hundreds of successful vanpools, involving key agencies in California that have large agricultural economies. CalVans' services include the provision of late model 7 to 15-passenger vans to drive workers to and from a work site (primarily farming worksites) or secondary/higher educational institutions. CalVans board is composed of representatives from each of the member agencies, and CalVans only provides agricultural vanpools in areas where the jurisdiction has approved membership rights. Agenda Item 7F 38 CalVans works with each vanpool group to carefully screen, select, and train one of the passengers to be the vanpool's driver. In addition to providing the vehicle, CalVans pays for the gas, maintenance, insurance, and repairs. Some member agencies provide to CalVans ongoing subsidies or start up subsidies to incentivize the vanpools. The vanpool passengers pay CalVans on a weekly basis for their unsubsidized portion of the transportation. CalVans provides onboard mobile data terminals where the vanpool driver logs on, enters passenger and commuting information, which is then used when CalVans submits monthly and annual National Transit Database (NTD) reports. DISCUSSION: In 2012, a coalition of Eastern Coachella Valley community groups submitted an agricultural worker vanpool program request to the Coachella Valley Association of Governments (CVAG) for Congestion Mitigation and Air Quality (CMAQ) funding. This was an important development due to the perception that an agricultural vanpool program was envisioned as a solution for needed safe and reliable transportation to fields and jobsites, particularly for women. That application was not selected, but in response to the community interest, SunLine took the lead on what would become a second and subsequently successful CMAQ project application. The SolVan, as currently structured, now intends to provide a full service vanpool and transportation demand management program for the Coachella Valley focusing on the underserved areas surrounding the eastern edge of the Salton Sea. SunLine and its contractor, WSP I Parsons Brinckerhoff, are currently procuring vanpool providers to lease vehicles to the traditional employer vanpool market in the greater Coachella Valley area. Since CalVans is a public entity and has the necessary structure/approvals to provide vanpools to agricultural commuter, Sunline and WSP I Parsons Brinckerhoff recommend CalVans as the provider of choice to support the agricultural worker transportation element of the project. Staff has been working closely with SunLine on the SolVan project and, at its request, is now in agreement that it would be prudent for the Commission to join CalVans to provide Riverside County with the appropriate membership rights and allow for the formation of agricultural vanpools. Additionally, under an agreement between the Commission and SunLine, SunLine would have access to the Commission's IE Commuter rideshare platform, including the rideshare database, to manage commuter and employer records in the Coachella Valley. The benefit to a Commission membership is two -fold. First, it will allow SunLine to immediately incorporate the specialized agricultural vanpool component into its transit services program, which will allow for deployment to occur during the current harvest season. This service would immediately support the needs of agricultural workers in the Coachella Valley. Given the Commission's countywide reach, membership on the board would also provide a benefit to any potential future vanpool program servicing other parts of the county including western Riverside County, as a Commission membership would cover the entirety of Riverside County. Agenda Item 7F 39 Secondly, since CalVans enters the van mileage accumulated in each approved membership area into the NTD, this will have a positive effect on the formulas used for returning federal transit dollars back to Riverside County due to the increased accumulated mileage and passenger trips from the vanpools. CalVans currently operates in 13 California urbanized areas and reports all program statistics generated by those vanpools, which is estimated to generate over $7 million a year in additional federal funding that goes back into the state and specifically, those areas that are represented by CalVans. It should be noted CalVans does not directly receive state or federal transit/transportation funds, as all operating costs are recovered from the vanpool passengers or their employers, which can be either contractors or the farmers themselves, and member agency subsidies, which may be in the form of state and federal funding. Next Steps To join CalVans, the Commission is required to adopt the attached resolution and forward it along with the attached letter requesting CalVans approve the Commission to become an active member. The request would then be reviewed and voted on by the CalVans board followed by an amendment to the joint powers agreement. Staff's understanding is that this process will take approximately one month after receipt of the written request from the Commission. At this point and upon execution of Agreement No. 17-45-089-00, SunLine would be able to start forming agricultural worker vanpools in the Coachella Valley and leverage the Commission's IE Commuter rideshare platform. As a member, the Commission will be required to appoint one voting member and one alternate member to sit on the board to represent Riverside County. Each appointed and alternate board member serves at the pleasure of the member agency. There are no fees or required funding contributions to become or remain a member of CalVans. Board meetings are scheduled monthly, and typically held bimonthly, in Hanford, California, where CalVans is headquartered. Members do not have to attend in person and may instead participate via conference call. While there is no stipend paid to board members by CalVans, the Commission's Administrative Code provides for a stipend to the Commissioner whether participating in person or via conference call. CalVans follows the Brown Act and provides notices, agendas, and meeting minutes publicly on its website. Since there are no costs to the Commission with these actions, there is no impact on the approved budget. Attachments: 1) California Vanpool Authority Joint Powers Agreement 2) Resolution No. 17-009 3) Draft Letter Requesting to Join the California Vanpool Authority 4) Draft Addendum to Form Joint Powers Authority 5) Draft Agreement No. 17-45-089-00 with SunLine Transit Agency Agenda Item 7F 40 ATTACHMENT 1 • EXHIBIT A • $�Ft ov Yq . a F California�IjL n* v 7�� State l�Glll.i `�'g,, Secretary of State , • NOTICE OF A JOINT POWERS AGREEMENT (Government Code section 6503.5) . Instructions: 1. Complete and mail to: Secretary of State, P.O. Box 942877, Sacramento, CA 94277-0001. 2. • Include filing fee of $1.00. 3. Do not include attachments, unless otherwise specified.- 4. A copy of the full text of the point powers agreement and 'amendments, Controller's office. For address information, contact•the State Controller's Name of the agency or entity created under the agreement and responsible for California Vanpool. Authority (CalVan,) - � �7 ' FILE NO. FILED ' in the office of the Secretary of State . of the State of California OCT 2 1 201 - {Office Use Only) if any, must be submitted to the State ' office at www.sco.ca.gov. the administration of the agreement: _ • Agency's or Entity's Mailing Address: PO Box 209, Hanford, CA 93232 Title of the agreement: Agreement to Form ,joint Polders Agency • The public agencies party to the agreement are (if more space is needed, continue on a separate sheet"and attach it to this form): (1) Fresno Counciladf Governments . (2) Kings County Association of Governments . (3) Madera County Transportation Commission Effective date of the agreement: October 20, 2011 • Provide a condenser) statement of the agreement's purpose, or the powers to exercise the common powera of the member agencies by the be exercised: The. purpose is to formation of a joint powers agency, with the full power and authority to own, operate, and administer a public vanpool transportation system within the territories of the member agencies. - RETURN ACKNOWLEDGMENT TO: (Type or Print) October 21, 2011 • • _ ' Date NAME r ,California Vanpool Authority PO Box 209 /2171"vcril , ADDRESS , Hanford, CA' 93232 Signature CITY/STATE/ZIP L • J Ronald .Hughes, Executive Director • . • Typed Name and Title SEC/STATE NPISF404A (REV.10/2010) 41 CALIFORNIA VANPOOL AUiHORTTY (CALVANS) 10/21 /11 pg 2 of 2 NOTICE•OE A JOINT POWERS AGREEMENT Page 2 of 2' Additional public agencies.party to the agreement; 4. Tulare County Association of Governments 5. Sacramento Area Cbuncil of Governments 6. Santa Barbara County Association of Governments • 7. Ventura County Transportation Commission 42 AGREEMENT TO FORM JOINT POWERS AUTHORITY by and between the Fresno Council of Governments Kings County Association of Governments Madera County Transportation Commission Tulare County Association of Governments Sacramento Area Council of Governments Santa Barbara County Association of Governments - Ventura County Transportation Commission 43 AGREEMENT TO FORM JOINT POWERS AUTHORITY THIS AGREEMENT is made this 16 day oft,pro®ra_ , 2011, by and between the , FRESNO COUNCIL OF GOVERNMENTS, KINGS COUNTY ASSOCIATION OF GOVERNMENTS, MADERA COUNTY TRANSPORTATION COMMISSION, SACRAMENTO AREA COUNCIL OF GOVERNMENTS, SANTA BARBARA COUNTY ASSOCIATION OF GOVERNMENTS, TULARE COUNTY ASSOCIATION OF GOVERNMENTS and VENTURA COUNTY TRANSPORTATION COMMISSION (hereinafter sometimes referred to individually as "Member Agency" and collectively as "Member Agencies")_ WITNESSETH: WHEREAS, each Member Agency has an interest in and is authorized to operate van pool services and related activities, including, but not limited to, obtaining grant funds and borrowing funds for purchasing and leasing vans; and WHEREAS, Federal Transit Administration and State matching funds have provided for the establishment of the "Agricultural Industries Transportation Services" and "RideShare" demonstration programs to help workers have an efficient and safe means of commuting to work within the southern San Joaquin Valley; and WHEREAS, the California Depattment of Transportation ("Caltrans") has determined that the Kings County Area Public Transit Agency's vanpool programs should be replicated regionally as a means of addressing the non-traditional transportation needs of California residents; and WHEREAS, the Member Agencies desire to share resources in order to further their above -described interest by forming a new public entity to handle such matters within the areas of their various political boundaries; and WHEREAS, the Joint Exercise of Powers Act, found in California Government Code Sections 6500 et sect_, authorizes the Member Agencies to form a joint powers 44 authority as an entity that will allow them to share resources in order to further their common interest, NOW, THEREFORE, the Member Agencies agree as set forth below. Article I General Provisions 1. Name. The legal name of the joint powers authority shall be the "California Vanpool Authority," which shall also be known as "CalVans" (hereinafter called "Transit Authority") . 2. Boundaries. The boundaries of the Transit Authority shall be the same as the collective geographic boundaries of the Member Agencies. 3. Purposes and Functions. The purposes and. functions of the Transit Authority shall be to operate van pool services and related activities, including, but not limited to, obtaining grant funds and borrowing funds for purchasing and leasing vans, within the boundaries described above in Section 2 of this Article I of this Agreement. 4. General Powers. The Transit Authority shall have such powers as may be necessary for the accomplishment of the purposes and functions described above in Section 3 of Article I of this Agreement, including, but not limited to, the power in its own name to make and enter into contracts in its own name; to acquire and maintain insurance of all types; to employ agents and employees; to acquire, lease, construct, manage, maintain and operate any real property including building, works or improvements; to acquire, lease, hold or dispose of any personal property; to accept, hold, invest (pursuant to law, including, without limitation, California Government Code Section 6509.5), manage, and expend monies; to incur debts, liabilities or obligations; to obtain and secure funding from all available public and private sources, including local, state and federal government, 2 45 including but not limited to, lease purchase agreements, public grants, private contributions, public and private loans, and other funds; and to sue and be sued in its own name. The Transit Authority may accept grants, gifts, donations and other monies made in the public interest to carry out the purposes and functions as provided in this Agreement. To the extent budgeted, and as provided by law, the Board is authorized to pay expenses reasonably and necessarily incurred in the conduct of business, including travel expenses to attend meetings and conferences relating to the business of the Transit Authority. 5. Limitations. Pursuant to California Government Code Section 6509, the powers of the Transit Authority are subject to the restrictions upon the manner of exercising such powers of one of the Member Agencies so designated, the designee being KINGS COUNTY ASSOCIATION OF GOVERNMENTS, which is a transportation planning agency as defined in paragraph (a) of California Public Utilities Code Section 99214 and paragraph (b) of California Government Code Section 29532 and, therefore, governed by California Public Utilities Code Sections 99200 through 99420, or any statutes superseding the same. 6. Separate Legal Entity. The Transit Authority shall be a public entity duly formed under the laws of the State of California. It shall be a legal entity that is separate and distinct from Member Agencies. The debts, liabilities, and obligations of the Transit Authority shall be the sole responsibility of the Transit Authority and not of its officers, employees, agents or Member Agencies. 7. Term. This Agreement will continue in full force and effect and the Transit Authority will continue to exist as a separate entity, until such time as this Agreement is rescinded or terminated by a vote in accordance with Section 7 of Article II of this Agreement. 3 46 Article 11 Organization 1. Board of Directors. The powers of the Transit Authority are vested in its Board of Directors ("Board"). The Board shall be composed of representatives from the Member Agencies. Each Member Agency shall appoint one voting member of the Board and one alternate member. Each appointed and. alternate Board member shall serve at the pleasure of the Member Agency. Each Member Agency shall have one vote. Each Member Agency shall notify the Transit Authority in writing upon making an appointment or change thereof. 2. Officers. The officers of the Transit Authority shall be elected, appointed and serve as hereinafter set forth. (a) The Chair of the Board shall be elected at the first meeting of the Board. Thereafter, the Chair of the Board shall be elected annually at the last regular meeting in each calendar year and shall begin serving as Chair at the first regular meeting in the next calendar year. Any vacancy in the office of Chair shall be filled at the next regular meeting of the Board. Any member of the Board may be authorized to represent the Board upon approval by the Board. (b) The Vice Chair of the Board shall be elected at the first meeting of. the Board. Thereafter, the Vice Chair of the Board shall be elected annually at the last regular meeting in each calendar year and shall begin serving as Vice Chair at the first regular meeting in the next calendar year. Any vacancy in the office of Vice Chair shall be filled at the next regular meeting of the Board. The Vice Chair will have all the powers and act in the place of the Chair in the absence of the Chair. (c) The Executive Director of the Transit Authority shall serve as Secretary. The Secretary will keep a public record of the Board's 4 47 resolutions, transactions, findings and determinations, and the preparation of minutes of every meeting. 3. Quorum. A simple majority of the Board must be present to constitute a quorum for action on the business of the Board. 4. Ex Officio Members. The California Depattalent of Transportation and the San Joaquin Valley Air Pollution Control District may each designate one nonvoting representative to serve as an ex officio member of the Board, 5. Meetings. The Board shall by resolution establish the date, time, and place for regular meetings. Special meetings may be called by either the Chair of the Board or the Executive Director and as otherwise allowed by law. All meetings of the Board shall be in conformance with the Ralph M. Brown Act (California Government Code Sections 64950, et seq.), as will meetings of its committees, if any, to the extent required by law. 6. Executive Director. The Board shall appoint an Executive Director (hereinafter referred to as "Executive Director"), who shall be charged with managing the operations of the Transit Authority, subject to the authority and direction of the Board_ 7. Voting. Except as otherwise specified herein, all actions, decisions, resolutions, rules and minute orders of the Board shall be approved by at least a two-thirds vote of the Board members present at any meeting at which a quorum, meaning a simple majority of the Board, is present. 8. Bylaws. The Board may adopt, by resolution, bylaws or rules of procedure to govern organization and operations of the Board and the Transit Authority-, and to govern the conduct of the Board's meetings. The bylaws may include rules for the establishment of committees of the Board and may also provide for the establishment of a technical 5 48 advisory committee to provide program recommendations to the Board. Any bylaws adopted by the Board shall be approved by a unanimous vote of the entire Board. Article IlZ Finances 1. Contributions, Payments and Advances. As allowed by California Government Code Section 6504, funding for the Transit Authority may include, but shall not be limited to, the following: (a) . Contributions may be made from the treasuries of one or more of the Member Agencies for the purposes set forth in this Agreement; (b) Payments may be made directly by one or more of the Member Agencies to defray the costs of achieving the purposes of the Transit Authority; (c) Public funds may be advanced by one or more Member Agencies, with the understanding that such advances will be repaid as provided in this Agreement; and (d) Personnel, equipment or property of one or more of the Member Agencies may be used in lieu of other contributions or advances. Any advance made in accordance with paragraph (c) of this Section 1 shall be repaid in the manner agreed to by the advancing Member Agency and the Board, at the time the advance is made. 2. Limitation of Financial Commitment. The Board shall not obligate the Transit Authority to expenditures of fiords not appropriated by the legislative bodies of the Member Agencies or received directly from the State or federal government. 3. Non -Competition for Funds. The Transit Authority shall not compete with any of its Member Agencies for state or federal funding without the prior written consent of the Member Agency. 6 49 4. Approval of Funding Applications. The Transit Authority shall receive approval from a Member Agency prior to applying for federal, state or local fiends within the jurisdiction of said Member Agency. 5. Treasurer. Pursuant to California Government Code Section 6505.5, the Transit Authority designates the Treasurer of the County of Kings to be the depository and have custody of all money of the Transit Authority, from whatever source. The Treasurer of the County of Kings shall comply with the provisions of paragraphs (a) through (e) of Government Code Section 6505.5 and otherwise act in accordance with Government Code Section 6505.5 and other applicable law. The Kings County Board of Supervisors shall determine the charges to be made against the Transit Authority for the services rendered by its Treasurer. 6. Auditor. The Auditor shall draw warrants to pay demands against the Transit Authority when approved by the Treasurer. The Transit Authority shall use the Auditor of the County of Kings, who shall comply with all of the applicable provisions of California Government Code Section 6505.5. The Auditor shall provide for strict accountability of all funds and report of all receipts and disbursements pursuant to California Government Code Section 6505. The Kings County Board of Supervisors shall determine the charges to be made against the Transit Authority for the services rendered by its Auditor. 7. Budget. The Board shall adopt a budget no later than sixty (60) days after the first meeting of the Board, and no later than June 30th of each year thereafter. Each budget shall be adopted by a majority vote of the entire Board. 8. Disposition of Assets. Upon termination of this Agreement, after the payment of all obligations of the Transit Authority, any surplus money or other assets remaining shall be distributed to the Member Agencies in proportion to the contributions made. 7 50 9. Liability of Transit Authority. Funds of the Transit Authority shall be used to defend, indemnify, and hold harmless the Transit Authority, any Member Agency, any member of the Board or alternate, and any employee or officer of the Transit Authority for their actions taken within the scope of their duties while acting on behalf of the Transit Authority. 10. Liability of Individuals. All of the privileges and immunities from liability, exemptions from laws, ordinances and rules, all pension, relief, disability, workmen's compensation, and other benefits which apply to the activity of officers, agents or employees of any such public agency when performing their respective fiznctions within the territorial limits of their respective public agencies, shall apply to them to the same degree and extent while engaged in the performance of any of their functions and duties extraterritorially for the Transit Authority. 11. Transit Equipment. At the option of the Board, California Government Code Section 6518 shall be applicable to the Transit Authority. 12. Audit. To the extent required by law, the Transit Authority shall comply with the audit and other --requirements set forth in paragraphs (a) through (e) of California Government Code Section 6505. The Transit Authority shall promptly deliver copies of the annual audit report to the Board and the Member Agencies. 13. Accounts and Records. The .Board shall establish and maintain such funds and accounts of the Transit Authority as may be required by good accounting practice. The books and records of the Transit Authority shall be open to inspection at all reasonable times to the Member Agencies and their respective representatives. 14. Insurance. Within thirty (30) days after the execution of this Agreement by the Member Agencies, Transit Authority shall obtain and continuously maintain general liability S 51 insurance with limits of at least Ten Million and No/100 Dollars ($10,000,000.00). Coverage shall be placed with a carrier with an A.M. Best rating of no less than A-: VII, or equivalent. Article IV Miscellaneous 1. Custodians of Transit Authority Property. The Executive Director of the Transit Authority shall have charge of, handle, and have access to, all property of the Transit Authority. Pursuant to California Government Code Section 6505.1, the Executive Director shall file an official bond in an amount determined by the Member Agencies through the Board. To the extent permitted by law, this requirement may be satisfied by the Executive Director filing an official bond obtained in connection with another public office or by the Transit Authority obtaining a fidelity bond or bonds covering all officers and staff of the Transit Authority who have charge of, handle, or have access to any property of the Transit Authority. 2. Severability. Should any part, term, or provision of this Agreement be decided by the courts to be illegal or in conflict with any law of the State of California, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining parts, terms or provisions hereof shall not be affected thereby. 3. Withdrawal. A Member Agency may withdraw from the Transit Authority by filing its written notice of withdrawal with the Executive Director 180 days before the actual withdrawal. Such a withdrawal shall be effective on the last day of that 1 S0-day period. The withdrawal of a Member Agency shall not in any way discharge, impair or modify the voluntarily -assumed obligations of the withdrawn Member Agency in existence as of the effective date of its withdrawal. Withdrawal of a Member Agency shall not affect the remaining Member Agencies. A withdrawn Member Agency shall not be entitled to the return of any funds or other assets belonging to the Transit Authority, until the effective 9 52 date of termination of the Transit Authority or upon a vote of all remaining Member Agencies. 4. Joining the Transit Authority. Other public entities may join the Transit Authority by filing a written request for inclusion with the Executive Director. The request for inclusion shall be reviewed by the Transit Authority and voted on by the entire Board. By a two-thirds majority vote of the entire Board, a public entity may be accepted as part of the Transit Authority. Thereafter, upon execution of this Agreement, including any amendments thereto, the new member shall become a fall and equal member of the Transit Authority. 5. Amendment. This Agreement may be amended at any time with the unanimous written approval of all Member Agencies. 6. Ratification and Effective Date. This Agreement shall become effective upon the signature of the last of the aforementioned Member Agencies to sign this Agreement. 7. Notices .to Transit Authority and Member Agencies. Any notices to the Transit Authority and/or Member Agencies required or given pursuant to this Agreement shall be delivered or mailed, U.S. first class, postage prepaid, addressed as follows: Transit Authority: California Vanpool Authority 1340 North Drive Hanford, CA 93230 Member Agencies: Association of Monterey Bay Arca 44w-eizEH AAts fA44.1 AG4 455 Reservation Rd., Suite G Fresno Council Governments (FCOG) . 2035 Tulare St., Suite 201 Fresno, CA 93721 10 53 Kings County Association of Governments (KCAG) 339 West "D" Street, Suite B Lemoore, CA 93245 Madera County Transportation Commission (MCTC) 2001 Howard Road, Suite 201 Madera, CA 93637 Sacramento Area Council of Governments (SACOG) 1415 L Street Sacramento, CA 95814 Santa Barbara County Association of Governments (SBCAG) Sacramento Area Council of 260 N. San Antonio Rd.., Suite B Santa Barbara, .CA 93110 Tulare County Association of Governments (TCAG) 5955 S. Mooney Blvd. Visalia, CA 93277 Ventura County Transportation Commission (VCTC) 950 County Square Drive, Suite 207 Ventura, CA 93003 Any party may change the address to which notices pursuant to this Section are given by giving notice of its new address according to the provisions of this Section. 8. Notice of a Joint Powers Agreement. Within thirty (30) days after the effective date of this Agreement or any amendment thereto, the Transit Authority shall cause a nonce of this Agreement or any amendment thereto, to be prepared and filed with the office of the California Secretary of State. Additionally, the Transit Authority shall furnish an additional copy of the 11 54 aforementioned notice of this Agreement or any amendment thereto, to the California Secretary of State, who shall forward such copy to the Controller of the State of California. The aforementioned notices shall contain: (a) (b) (0 The name of each Member Agency that is a party to this Agreement; The date that this Agreement became effective; A statement of the purpose of this Agreement or the power to be exercised by the Transit Authority; and (d) A description of the amendment or amendments made to this Agreement, if any. 9. Venue. The proper venue for any lawsuit based on any cause of action arising out of or in any way related to this Agreement or the operation of the Transit Authority shall be brought in a court of competent jurisdiction located in Kings County, California. 10. Headibgs. The headings used in this Agreement arefor convenience only and have no effect on the content, construction, or interpretation of the Agreement. 11. Counterparts. This Agreement may be executed in any number of counterparts, and by different parties in separate counterparts, each of which, when executed and delivered, shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. IN WITNESS WHEREOF, the Member Agencies have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized, and, if appropriate, their official seals to be hereto affixed, to be effective as of the day and year first above written. 12 55 Dated: Dated: Dated: 7- h/-J/ Dated: / 4-I/Vir Dated: ' - / Dated: Dated: /0— %f Dated: re 74- 3), r. Chairperson Approved as to Form: County CouffSel, County 'Monterey- FRESNONO COUNCIL OF GOVERNMEN S 'Chairperson Approved as to Form: County Counsel, County of Fresno KINGS COUNTY ASSOCIATION OF GOVERNMENTS Chairperson Approved as to Form: Com Counsel, County of Kings MADERA COUNTYNSPORTATION COMMISSION Approved as to Form: County Counsel, County of Madera 13 56 Dated: t Dated: SANTA BARBARA COUNTY ASSOCIATION OF GOVE', NTS Chat 3• e son Apved . to Form: Counsel; to Barbara County Assoc'. tion of Governments SACRAMENTO AREA UNCIL OF GOVERNMENTS Dated: 6h cO li AnY Chairperson Dated: 12o1 Dated: (1) 0 0 Dated: Dated: Dated: �'6Iu 1 Approved as tR orm: Counsel, Sa ea Council of Governments TULARE COUNTY OCIATION OF GOVERNMENTS Chairperson Approved as to Form: 14 fir' . County Counsel, County of Tulare UNTY TRANSPORTATION COMMISSION i Approved as to Form 1 Legal Counsel, Ventura County Transportation Commission 14 57 58 4,1 ADDENDUM C i v " 0 TO AGREEMENT TO FORM JOINT POWERS AUTHORITY THIS ADDENDUM authorized on September 22, 2016, by the San Joaquin Council of Governments (SJCOG) Board of Directors in light of the following: RECITALS: WHEREAS, on or about October 21, 2011, certain public entities entered into an AGREEMENT TO FORM JOINT POWERS AUTHORITY ("Agreement"), a true and correct copy of which is attached hereto as Exhibit A and incorporated herein by this reference, whereby they formed an entity known as "California Vanpool Authority" or "CalVans"; and WHEREAS, in section 4 of Article IV of the Agreement provision is made for other public entities to join CalVans; and WHEREAS, SJCOG made a written request for inclusion as a member agency of CalVans with the Executive Director of CalVans; and WHEREAS, on October 13, 2016, during a duly convened meeting, the Board of Directors of CalVans voted unanimously to accept SJCOG as a member of CalVans; and WHEREAS, upon execution of the Agreement, SJCOG shall become a full and equal member of CalVans; and WHEREAS, by signing this addendum, SJCOG intends to be executing the Agreement in satisfaction of the requirement set forth in section 4 of Article IV of the Agreement, NOW, THEREFORE, SJCOG agrees as set forth below. 1. Agreement. SJCOG agrees that by signing this addendum it acknowledges that it is executing the Agreement and thereby becoming a full and equal member of CalVans with all of the rights, privileges, duties and responsibilities of a member of CalVans as expressed or implied in the Agreement. 2. Notices. Any notices to the SJCOG required or given pursuant to the Agreement shall be mailed, U.S. first class, postage prepaid, addressed as follow: 1 59 60 San Joaquin Council of Governments 555 E. Weber Avenue Stockton, CA 95202 IN WITNESS WHEREOF, SJCOG has caused this addendum to be executed by an authorized officer of SJCOG to be effective on the date first above written. Dated: / 0 (/7/((„ Dated: San Joaquin Council of Governments C—Kndrew T. Chesley, Executive three Approved as to Fo _ Steve Dial, Deputy Executive Director/CFO 2 61 62 ATTACHMENT 2 RESOLUTION NO. 17-009 RESOLUTION OF THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION RESOLVING TO JOIN THE CALIFORNIA VANPOOL AUTHORITY WHEREAS, the Riverside County Transportation Commission ("Commission") is a public agency providing transportation services; and WHEREAS, the California Vanpool Authority ("CalVans") is a duly established joint powers authority formed through the Agreement to Form Joint Powers Authority dated October 21, 2011, for the purpose of owning, operating, and administering a public vanpool transportation system within the territories of its member agencies ("Joint Powers Agreement"); and WHEREAS, the Commission desires become a member agency of CalVans to share resources and provide public vanpool transportation options for the traveling public. NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED by the Members of the Board of the Riverside County Transportation Commission as follows: 1. The Members of the Board of the Commission hereby find and declare that the above recitals are true and correct. 2. The Commission shall request to become a member agency of CalVans through the transmission of a letter to CalVans, in the form attached hereto as Exhibit A. 3. The Executive Director of the Commission is authorized to execute an addendum to the Joint Powers Agreement, in the form attached hereto as Exhibit B, and cause the Commission to become a member agency of CalVans. ADOPTED, SIGNED, AND APPROVED at the meeting of the Members of the Board of the Riverside County Transportation Commission held the 10th day of May, 2017. ATTEST: By: By: Jennifer Harmon, Clerk of the Board John F. Tavaglione, Chairman 63 Exhibit A Letter Requesting Membership in CalVans [attached behind this page] Exhibit A 64 Exhibit B Addendum to CalVans 1PA Agreement [attached behind this page] Exhibit B 65 ATTACHMENT 3 <Date> Ron Hughes, Executive Director California Vanpool Authority (CalVans) 1340 North Drive Hanford, CA 93230 Dear Mr. Hughes, The Riverside County Transportation Commission (RCTC) would like to request membership in the California Vanpool Authority (CalVans). On <Date>, the RCTC Commission authorized the RCTC Executive Director to execute an agreement to join CalVans. Through this letter, RCTC is requesting that the CalVans Board of Directors review this membership request at their next meeting on <date>. We look forward to the outcome and working with CalVans on future projects. Should you have any questions, please contact <insert RCTC or SunLine staff contact name, phone and e-mail>. Sincerely, Anne Mayer Executive Director 66 ATTACHMENT 4 ADDENDUM TO AGREEMENT TO FORM JOINT POWERS AUTHORITY (CalVans) THIS ADDENDUM authorized on <date> by the Riverside County Transportation Commission (RCTC) Executive Committee in light of the following: RECITALS: WHEREAS, on or about October 21, 2011, certain public entities entered into an AGREEMENT TO FORM A JOINT POWERS AUTHORITY ("Agreement"), a true and correct copy which is attached hereto as Exhibit A and incorporated herein by this reference, whereby they formed an entity known as "California Vanpool Authority" or "CalVans"; and WHEREAS, in Section 4 of Article IV of the Agreement provision is made for other public entities to join CalVans; and WHEREAS, RCTC made a written request for inclusion as a member agency of CalVans with the Executive Director of CalVans; and WHEREAS, on <date>, during a duly convened meeting, the Board of Directors of CalVans voted unanimously to accept RCTC as a member of CalVans; and WHEREAS, upon execution of the Agreement, RCTC shall become a full and equal member of CalVans; and WHEREAS, by signing this addendum, RCTC intends to be executing the Agreement in satisfaction of the requirement set forth in section 4 of Article IV of the Agreement. NOW, THEREFORE, RCTC agrees as set forth below. 1. Agreement. RCTC agrees that by signing this addendum it acknowledges that it is executing the Agreement and thereby becoming a full and equal member of CalVans with all of the rights, privileges, duties and responsibilities of a member of CalVans as expressed or implied in the Agreement. 2. Notices. Any notices to the RCTC required or given pursuant to the Agreement shall be mailed, U.S. first class, postage prepaid, addressed as follows: Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 IN WITNESS WHEREOF, RCTC has caused this addendum to be executed by an authorized officer of RCTC to be effective on the date first above written. 1 67 Dated: Dated: SIGNATURE PAGE TO ADDENDUM TO AGREEMENT TO FORM JOINT POWERS AUTHORITY (CalVans) Riverside County Transportation Commission Anne Mayer, Executive Director Approved as to Form: Legal Counsel, Best Best and Krieger 2 68 ATTACHMENT 5 Agreement No. 17-45-089-00 EMPLOYER AND COMMUTER TRIP REDUCTION/RIDESHARE PROGRAMS COOPERATIVE AGREEMENT AND SOFTWARE SUBLICENSE AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into on this day of , 2017 ("Effective Date"), in the State of California by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION, referred to herein as "RCTC" and SUNLINE TRANSIT AGENCY, referred to herein as "SunLine". RECITALS WHEREAS, RCTC owns a perpetual license for and operates a derivative of web based software known as Komotor ("Software") to implement an Employer and Commuter Trip Reduction Rideshare program CIE Commuter"), which Software was originally developed by Base Technologies LLC, which is a subsidiary of CA Inc.; and WHEREAS, utilizing the Software, RCTC operates a bi-county IE Commuter program in Riverside and San Bernardino Counties under the name IE511.org; and WHEREAS, as part of operating IE Commuter, RCTC utilizes the Software to create, maintain and update a database of employers and commuters ("Regional Database"); and WHEREAS, now, or in the future, the Regional Database may contain employer and commuter information obtained from RCTC's operation of or assistance with other commuter assistance and rideshare programs; and WHEREAS, SunLine desires to expand commuter assistance and rideshare programs provided in Eastern Riverside County, and has adopted a Transportation Demand Management (TDM) & Vanpool program ("SunLine Commuter"), a new three-year project, with the goal of forming vanpools and providing supporting TDM services in Eastern Riverside County; and WHEREAS, SunLine's outreach efforts will target key groups of employers, employees, and commuters located in the Coachella Valley; and WHEREAS, in order to efficiently provide complementary services to those already provided by RCTC through IE Commuter, SunLine desires to obtain a sublicense to access and utilize the Software in order to maximize the effectiveness of SunLine Commuter; and WHEREAS, SunLine also desires to agree to cooperate with RCTC by establishing guidelines for operation of SunLine Commuter that are consistent with the IE Commuter; and WHEREAS, SunLine has contracted with WSP I Parsons Brinckerhoff ("Contractor") to assist with implementation of SunLine Commuter; and 1 17336.00013\29453453.2 69 WHEREAS, RCTC has the right to operate and provide use of the Software to any public agency ("Public Agency Participant") for the purpose of implementing employer and commuter trip reduction rideshare programs, and to allow access to the Regional Database by any Public Agency Participant, provided that RCTC shall require all Public Agency Participants to comply with confidentiality and access requirements as set forth herein; and WHEREAS, as part of RCTC's cooperative efforts to assist SunLine with its commuter assistance and rideshare programs provided in Eastern Riverside County, RCTC has agreed to become a member of California Vanpool Authority (CalVans), a joint powers authority which provides access to vanpool services which SunLine desires to provide to agricultural workers in its service area. NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS. TERMS 1 Term and Termination. a. Term. This Agreement shall commence on the date first set forth above, and shall terminate on ("Term"), unless it is extended by a written amendment approved by the parties, or earlier terminated as provided herein. b. Termination. Either party may terminate this Agreement, for any or no reason, by giving thirty (30) days written notice to the other party of such termination. The Executive Director of RCTC and the General Manager of SunLine shall have the authority in their sole discretion to give notice of termination on behalf of their respective agencies. 2. Rideshare Incentives. a. Eligibility. i. SunLine shall honor the incentive eligibility/ineligibility of Eastern Riverside County residents established under IE Commuter. ii. RCTC shall provide to SunLine: 1) a description of the geographic boundary dividing Western and Eastern Riverside County; and 2) the list of eligible zip codes for the IE Commuter $2/day incentive. b. Available programs. i. IE Commuter incentive eligibility for Eastern Riverside County residents as set forth in (a) above are as follows: 1) $2/day incentive — not eligible 2) RidesharePlus — eligible 2 17336.00013\29453453.2 70 3) Vanpool Incentive - Vanpools meeting the minimum 65% Western Riverside and/or San Bernardino County residency requirement will be eligible. 4) Guaranteed Ride Home (GRH) — Eastern Riverside County employers with a current IE Commuter Employer Services agreement can provide IE Commuter GRH incentives to their Western Riverside employees. 3. Regional Database a. Ridematching - Administrative Access. RCTC shall provide administrative access to the Software to Key Personnel (as defined in Section 5(c)) to view and search commuter records for the purposes of forming vanpools and other non-SOV commute groups. b. Employer Database - Administrative Access. RCTC shall provide administrative access to the Software to Key Personnel to view, add and search the Regional Database for the purposes of TDM program development and outreach and to manage Eastern Riverside County Employers/Employee Transportation Coordinators (ETCs). c. AVR commute surveys. i. IE Commuter will continue its support of Eastern Riverside County employers subject to SCAQMD Rule 2202 compliance and, provided that a current Employer Participation Agreement (EPA) is in place, with hosting and processing electronic and paper commute surveys and producing the Annual Vehicle Ridership (AVR) report and requested electronic and paper RideGuides. ii. For those commuters requesting paper RideGuides, SunLine shall be responsible for delivery/distribution/mailing costs. d. Vanpool interest — RCTC shall allow SunLine to search for the "vanpool preference" field under "Search Travelers" under the "Traveler Management" module, or shall allow SunLine to create a vanpool interest report in the "Admin Reports" module, as determined by RCTC. e. Vanpool Data. SunLine shall provide RCTC regularly updated vanpool data for the purposes of available vanpools being displayed in IE Commuter search results. f. Administrative Access Defined. As used in this section, "administrative access" shall mean administrative level login credentials with access to all Coachella Valley employer (and their employees, regardless of county) and commuter records (Coachella Valley only) for the purposes of 3a through 3e above. 4. Outreach Materials. RCTC grants permission to SunLine and its Contractor to reproduce, at SunLine's sole cost and expense, IE Commuter TDM Sales Kit and other outreach materials with SunLine Commuter branding. SunLine shall advise RCTC of the materials being reproduced in order to accommodate any updates or changes to such materials. 3 17336.00013\29453453.2 71 5. Terms of Access to Regional Database; Use of Information. a. Confidential Information. "Confidential Information" shall include: all user names, passwords, or other log -in credentials used, provided, or accessible in connection with the Software; all data or information accessible in connection with the Software and the Regional Database; all source code, work product, proprietary information, server logs, technical information, trade secrets, and proprietary systems related to the Software; all personal information of IE Commuter participants or any other participants, including but not limited to a participant's residence address, employment address or hours of employment for the purpose of assisting private entities in the establishment or implementation of carpooling or ridesharing programs as required by California Penal Code Section 637, as well as names, biographical information, demographic information, use data, contact information, or similar personal information of participants; and any and all data, content, materials, documents and/or other information related to the Software, the Regional Database and/or IE Commuter designated, from time to time, in writing by RCTC as Confidential Information. b. Non -Disclosure. Except as required by law, and notwithstanding any other provisions of this Agreement, SunLine shall hold the Confidential Information in confidence, shall take reasonable precaution to protect and keep the Confidential Information confidential, shall not disclose the Confidential Information to any person or party not specifically authorized in writing by affected party to receive the Confidential Information, and shall not use the Confidential Information for any purpose other than as necessary to operate SunLine Commuter. Further, SunLine shall not disclose a participant's personal information, including but not limited to a participant's residence address, employment address or hours of employment for the purpose of assisting private entities in the establishment or implementation of carpooling or ridesharing programs, to any other person or use such information for purposes other than as necessary to operate SunLine Commuter, without the prior written consent of the participant, as required by California Penal Code section 637. SunLine shall limit access to the Confidential Information only to individuals who are directly involved in operation of SunLine Commuter and further provided that such individuals are legally bound to maintain the confidentiality of the Confidential Information on substantially the same terms as set forth herein. The foregoing restrictions on disclosure shall not apply to Confidential Information which is (a) already known by the recipient, (b) becomes, through no act or fault of the recipient, publicly known, (c) received by recipient from a third party without a restriction on disclosure or use, (d) independently developed by recipient without reference to the other party's Confidential Information, or (e) is required by law, or process of law, to be disclosed. c. Key Personnel. SunLine shall designate key personnel ("Key Personnel") requiring web based access to the Software for the operation of SunLine Commuter, to receive from RCTC log -in information enabling access to the Software. Key Personnel shall use the log -in information provided by RCTC and all Confidential Information only and strictly for the operation of SunLine Commuter and shall not disclose or share such log -in information, or any other Confidential Information, with any party, whether or not employed or in any way associated with 4 17336.00013\29453453.2 72 SunLine, who has not been specifically approved in writing by RCTC to receive such log -in information or other Confidential Information. d. Non -Disclosure and Confidentiality Agreement. To protect the Confidential Information, SunLine shall require each Key Personnel to execute a Non - Disclosure and Confidentiality Agreement substantially in the form of Exhibit "A" attached hereto and incorporated by this reference. SunLine shall provide RCTC a signed Non -Disclosure and Confidentiality Agreement for each Key Personnel designated below or designated from time -to -time by SunLine's General Manager or her designee prior to RCTC's disclosure of any log -in information or other Confidential Information to such Key Personnel. SunLine hereby designates the following individuals as Key Personnel requiring web based access to the Software for the operation of Sunline Commuter: [ insert Key Personnel]. SunLine may include additional Key Personnel without an amendment to this Agreement by submitting written notice to RCTC of the proposed personnel, and obtaining RCTC's consent. e. Expiration. Immediately upon the expiration or termination of this Agreement, SunLine shall turn over to RCTC all Confidential Information in SunLine's or its Contractor's possession and all documents or media containing any such Confidential Information and any and all copies or extracts thereof. 6. Indemnification and Insurance. a. Indemnification. It is understood and agreed that RCTC, any Public Agency Participant nor any officer, official, employee, director, consultant, agent, or volunteer thereof is responsible for any damage or liability occurring by reasons of anything done or omitted to be done by SunLine or its Contractor under or in connection with any rights, authority or access to the Software, or the Regional Database afforded to SunLine under this Agreement. It is understood and agreed that SunLine shall fully defend, indemnify and save harmless RCTC, all Public Agency Participants and their officers, employees, consultants and agents from all claims, suits, actions of every name, kind, and description brought for or on account of injury (as defined in Government Code Section 810.8) or from any liability occurring by reason of anything done or omitted to be done by SunLine or its Contractor under or in connection with any rights, authority or access afforded to SunLine under this Agreement. b. It is further understood and agreed that SunLine shall fully defend, indemnify and save harmless RCTC, and its officers, employees, consultants and agents from all claims, suits, actions or liability arising out of or related to RCTC's membership in CalVans. c. Insurance Requirements. Without anyway affecting the indemnity provision above, SunLine shall, at SunLine's sole expense, and prior to the commencement of any access to the Software or the Regional Database, procure and maintain in full force, insurance through the entire term of this Agreement as follows: i. Network and Privacy Insurance. SunLine shall carry, or shall cause its Contractor to carry, Network and Privacy (Errors and Omissions) insurance in an amount of not less than $1,000,000 per claim and $1,000,000 in the 5 17336.00013\29453453.2 73 annual aggregate, protecting RCTC and any Public Agency Participant identified by RCTC from the following exposures relating to this Agreement: 1) the theft, dissemination and/or unauthorized disclosure of use of confidential information and personally identifiable information (not to be limited bank information, social security numbers, health information, credit card account information, and confidential corporate information). Such insurance shall also include coverage for credit monitoring, notification expenses and other related costs associated with mitigating a data security or privacy breach; and 2) the introduction of a computer virus into, or otherwise causing damage to, a computer, computer system, network or similar computer -related property and the data, software, and programs used herein. ii. If such insurance is maintained on an occurrence basis, SunLine or its Contractor shall maintain such insurance for an additional period of one year following the end of the Term. If such insurance is maintained on a claims -made basis, SunLine or its Contractor shall maintain such insurance for an additional period of three years following the end of the Term. d. Additional Insurance Requirements. i. Additional Insured; Proof of Coverage. The policy shall contain an endorsement naming RCTCand San Bernardino County Transportation Authority and their officers, employees, agents, and volunteers as additional insureds with respect to liabilities arising out of this Agreement. The additional insured endorsement shall not limit the scope of coverage for RCTC or any Public Agency Participant to vicarious liability but shall allow coverage for RCTC and any Public Agency Participant to the full extent provided by the policy. SunLine shall provide proof of coverage and the additional insured endorsement to RCTC prior to exercising any rights under this Agreement. ii. Cancellation or Nonrenewal. If the insurance company elects to cancel or non -renew coverage for any reason, SunLine will provide RCTC 30 days' notice of such cancellation or nonrenewal. If the policy is cancelled for nonpayment of premium, SunLine will provide RCTC ten (10) days' notice. Waiver of Subrogation Rights - SunLine shall require the carrier of the above required coverage to waive all rights of subrogation against RCTC, any Public Agency Participants identified by RCTC and their officers, employees, agents, volunteers, contractors, and subcontractors. SunLine hereby waives all rights of subrogation against RCTC and any Public Agency Participants. The policy required herein is to be primary and non- contributory with any insurance carried or administered by RCTC or any Public Agency Participant. 7. Sublicense. This Agreement grants to SunLine a sublicense to utilize the Software in the manner described herein, in Object Code form only. In accepting such sublicense, SunLine 6 17336.00013\29453453.2 74 disclaims any and all liability of Base Tech, CA, Inc., as well as all subsidiaries and affiliates of CA, Inc. "Object Code", as used in this section, shall mean the Software in a machine readable form that can be scanned or otherwise accessed directly by a computer. 8. Miscellaneous. a. Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated by reference as though fully set forth herein. b. Governing Law; Venue. This Agreement shall be governed in accordance with the laws of the State of California. Venue shall be in Riverside County. c. Entire Agreement. This Agreement represents the entire agreement of the parties related to the subject matter hereof. d. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected. e. Headings. The Section headings used in this Agreement are for convenience only and shall not be given any substantive effect. f. Survival. Section 5 and Section 6, and all of their subparagraphs shall survive expiration or termination of this Agreement. [Signatures on following page] 7 17336.00013\29453453.2 75 SIGNATURE PAGE TO EMPLOYER AND COMMUTER TRIP REDUCTION/RIDESHARE PROGRAMS COOPERATIVE AGREEMENT AND SOFTWARE SUBLICENSE AGREEMENT SUNLINE TRANSIT AGENCY RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: Anne Mayer, Executive Director APPROVED AS TO LEGAL FORM APPROVED AS TO LEGAL FORM BY; 8 Best Best & Krieger LLP RCTC General Counsel 17336.00013\29453453.2 76 EXHIBIT "A" NON -DISCLOSURE AND CONFIDENTIALITY AGREEMENT [attached behind this page] 9 17336.00013\29453453.2 AGENDA ITEM 7G RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: May 10, 2017 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Monica Morales, Management Analyst Josefina Clemente, Transit Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Citizens Advisory Committee/Social Services Committee Membership Nominations Transportation Advisory BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to approve member reappointments to the Citizens Advisory Committee/Social Services Transportation Advisory Committee (CAC/SSTAC) effective May 10, 2017. BACKGROUND INFORMATION: The Transportation Development Act (TDA) provides direction for administering both Local Transportation Fund (LTF) and State Transit Assistance (STA) funds, which are used to support operational and capital expenditures for public transit. Section 99238 of the TDA regulations requires the Commission to have a CAC/SSTAC as part of the oversight process in administering the TDA funds. The TDA regulations further require that the membership contain the following categorical areas: 1) One representative of a potential transit user 60 years of age and older; 2) One representative of a potential transit user who is disabled; 3) Two representatives of the social service providers for seniors; 4) Two representatives of the social service providers for the disabled, including one representative of a social service transportation provider, if one exists; 5) One representative of a social service provider for persons of limited means; and 6) Two representatives of a Consolidated Transportation Service Agency(s) designated as such pursuant to subdivision (a) of Section 15975 of the Government Code, including one representative from an operator, if one exists. The term of appointments shall be for three years, which may be renewed for an additional three- year term. The adopted bylaws for the CAC/SSTAC state that membership can consist of up to 15 members appointed by the Commission, in the manner provided by the Commission in accordance with Section 99238. Committee members shall serve at the will and pleasure of the Commission and without compensation. Agenda Item 7G 78 DISCUSSION: The CAC/SSTAC memberships have now expired. It is important the Commission have access to community feedback both to comply with new Title VI Civil Rights regulation and with state TDA statues. As such, citizen appointments made to the CAC/SSTAC by the Commission are critical to the success of the Commission and its charge to oversee transit services in Riverside County. The list of current CAC/SSTAC members is attached and at this time, staff is recommending reappointment upon Commission approval. Each represents the constituencies identified in state law and reside in a number of communities throughout the county in order to provide a perspective from a wide geographic area. Upon Commission direction and approval, additional members representing relevant TDA constituencies can be added to the CAC/SSTAC membership in the future. Staff is also recommending the Riverside County transit operators and specialized transit providers be invited to attend and participate in the CAC/SSTAC meetings. This will continue previously established procedures for transit operator participation. Next Steps Upon Commission approval, the CAC/SSTAC will serve the Commission by participating in the transit needs hearing and reviewing the Short Range Transit Plans developed by public transit operators as part of the Commission's annual budget development process. In moving forward, staff hopes to utilize the Committee not only to receive input but also to provide information to social service providers on upcoming grant opportunities and changes in the law that would affect the mission of various non-profit agencies. With effective two-way communication, the Commission will be able to work closely with social service agencies to ensure efficient delivery of specialized transit services to impacted communities. Attachment: CAC/SSTAC Representative and Categorical Membership List Agenda Item 7G 79 Riverside County Transportation Commission Categorical Nominations to the Citizens Advisory Committee / Social Services Transportation Advisory Council Name / Area Represented Categorical Membership Per TDA Qualifications 1. Mary Venerable /Perris Potential transit user 60 years of age and older Federal Retiree and Lake Elsinore Senior Center Representative 2. Pamela Brown / Riverside Potential transit user who is handicapped City of Riverside Human Relations Commission - Chair; former Headstart program manager 3. Jack Marty / Banning Social service provider for seniors Retirement Community Resident; VNA & Hospice Of Southern Califomia - Hospice Volunteer 4. Richard Smith / Western Riverside County and Coachella Valley Social service provider for seniors Independent Living Partnership Executive Director 5. Linda Samulski /Coachella Valley Social service transportation provider for the handicapped Transit User who is Bi-lingual: Service Coordinator for the Guide Dogs of the Desert and Desert Blind and Handicapped Association 6. Priscilla Ochoa / Western Riverside County Social service provider for the handicapped Transit User: Blindness Support Services Travel Trainer 7. Laura Hernandez / Southwest Riverside County Social service provider for persons of limited means Transit User who is Bi-lingual: Participates in the ADA RTA Committee and T-Now Southwest 8. Riverside Transit Agency Staff / Western Riverside County Consolidated Transportation Service Agency Consolidated Transportation Service Agency for Western Riverside County 9. SunLine Transit Agency Staff / Coachella Valley Consolidated Transportation Service Agency Consolidated Transportation Service Agency for Coachella Valley 80 AGENDA ITEM 7H RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: May 10, 2017 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Brian Cunanan, Commuter and Motorist Assistance Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Fiscal Year 2017/18 San Bernardino County Transportation Agreement for Inland Empire Rideshare and 511 Services Authority BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve Agreement No. 17-45-088-00 with the San Bernardino County Transportation Authority (SBCTA) to reimburse the Commission in an amount not to exceed $1.3 million for Fiscal Year 2017/18 commuter/employer rideshare and Inland Empire 511 (IE511) programs administered by the Commission, on behalf of both agencies, as part of an ongoing bi-county partnership; and 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. BACKGROUND INFORMATION: Since 1993, SBCTA has contracted with the Commission to develop, implement, and manage a commuter assistance program (CAP) for San Bernardino County commuters. The program consists of several projects: • Rideshare Incentives, developed as a sister incentive project to the Commission's Measure A commuter incentive project, focusing on encouraging solo drivers to try alternative commute modes; • RidesharePlus, modeled after the Commission's rideshare rewards program, providing Entertainment© discounts to local and national merchants for long-term ridesharers; • Employer Services, implemented by SBCTA and the Commission in FY 1995/96 when it was determined by the two agencies that the Inland Empire would assume direct responsibility for the provision of local employer rideshare services. The CAP provides various services to employers in the bi-county area including the provision of marketing promotions, rideshare survey processing, assistance with average vehicle ridership calculations/compliance, employer network meetings, and newsletters; • Ridematching and Information Services, jointly established in FY 2002/03 by the Commission and SBCTA when they began providing these services directly; Agenda Item 7H 81 " 1 E 5 1 1 , i m p l e m e n t e d i n F Y 2 0 0 9 / 1 0 t o p r o v i d e t r a v e l e r i n f o r m a t i o n t o R i v e r s i d e a n d S a n B e r n a r d i n o C o u n t y c o m m u t e r s ; a n d " I E C o m m u t e r , l a u n c h e d i n F Y 2 0 1 4 / 1 5 , i n t e g r a t i n g 1 E 5 1 1 t r a v e l e r i n f o r m a t i o n a n d r i d e s h a r e s e r v i c e s t o p r o v i d e c o m m u t e r s w i t h a p e r s o n a l i z e d s e r v i c e . I n p a r t n e r s h i p w i t h S B C T A , t h e F Y 2 0 1 7 / 1 8 w o r k p l a n a n d b u d g e t f o r c o n t i n u a t i o n o f S B C T A ' s C A P a n d t h e o n g o i n g m a i n t e n a n c e a n d o p e r a t i o n o f a 5 1 1 t r a v e l i n f o r m a t i o n s e r v i c e s s y s t e m w a s d e v e l o p e d b y C o m m i s s i o n s t a f f . T h e p r o p o s e d a g r e e m e n t b e t w e e n S B C T A a n d t h e C o m m i s s i o n w i l l b e b r o u g h t f o r w a r d t o S B C T A ' s c o m m i t t e e i n J u n e a n d t h e n t o i t s b o a r d i n J u l y f o r f i n a l a p p r o v a l . S t a f f i s s e e k i n g C o m m i s s i o n a p p r o v a l o f a n a g r e e m e n t w i t h S B C T A i n a n a m o u n t n o t t o e x c e e d $ 1 . 3 m i l l i o n t o b e r e i m b u r s e d t o t h e C o m m i s s i o n . F i n a n c i a l I n f o r m a t i o n I n F i s c a l Y e a r B u d g e t : Y e s Y e a r : F Y 2 0 1 7 / 1 8 A m o u n t : $ 1 , 3 0 0 , 0 0 0 S o u r c e o f F u n d s : S B C T A B u d g e t A d j u s t m e n t : N o 0 0 2 1 1 1 / 0 0 2 1 1 2 / 6 3 2 1 1 3 / 0 0 2 1 3 9 / 0 0 2 1 4 6 / 0 0 2 1 7 8 / 0 0 2 1 8 2 / 0 0 2 1 8 8 / G L / P r o j e c t A c c o u n t i n g N o . : 0 0 2 1 9 1 4 1 6 4 1 6 0 5 0 0 0 0 2 6 3 4 1 4 1 2 0 3 $ 1 , 1 0 0 , 0 0 0 4 5 2 1 2 4 4 1 6 4 1 6 0 5 0 0 0 0 2 0 2 4 5 4 1 2 0 3 $ 2 0 0 , 0 0 0 F i s c a l P r o c e d u r e s A p p r o v e d : \ I b u l ` �� D a t e : 0 4 / 1 4 / 2 0 1 7 A t t a c h m e n t : F Y 2 0 1 7 / 1 8 S B C T A F u n d i n g A g r e e m e n t A g e n d a I t e m 7 H 8 2 Agreement No. 17-45-088-00 AGREEMENT BY AND BETWEEN SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY AND RIVERSIDE COUNTY TRANSPORTATION COMMISSION FOR IMPLEMENTATION OF SAN BERNARDINO COUNTY FISCAL YEAR 2017/2018 EMPLOYER AND COMMUTER TRIP REDUCTION/RIDESHARE PROGRAMS THIS AGREEMENT ("Agreement") is entered into as of the 1st day of July 2017 ("Effective Date"), in the State of California by and between SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY, referred to herein as "SBCTA," and the RIVERSIDE COUNTY TRANSPORTATION COMMISSION, referred to herein as "RCTC." WHEREAS, SBCTA approved allocation of Measure I - Valley Traffic Management Systems (VTMS) funds, and Victor Valley Traffic Management Systems funds, and Moving Ahead for Progress in the 21st Century Act (MAP-21) Congestion Mitigation and Air Quality (CMAQ) funds, to provide trip reduction services as well as incentives for the commuter programs. WHEREAS, SBCTA receives CMAQ and other federal funds and may use these funds to reimburse RCTC for its Services in performing Employer and Commuter Trip Reduction/Rideshare Services and RCTC will comply with the applicable federal requirements as set forth in "Exhibit C". WHEREAS, SBCTA requires professional and consulting services with respect to the provision of commuter services and programs within San Bernardino County. WHEREAS, RCTC has managed the bi-county Inland Empire Commuter Services, now named IE Commuter, program since November 3, 1993, and has the expertise and resources necessary to manage such Services for SBCTA. WHEREAS, the Code of Federal Regulations encourages grantees and subgrantees of federal funds, such as CMAQ funds, to enter into local intergovernmental agreements for procurement or use of common goods or services. WHEREAS, for the avoidance of doubt, the parties to this Agreement acknowledge and agree that RCTC is not a subrecipient of federal funds from SBCTA, but is entering into a local intergovernmental agreement with SBCTA for procurement or use of common goods or services. WHEREAS, RCTC owns and/or operates web based software ("Software") which it uses to implement the IE Commuter program, and may use to implement other public agency employer 15-1001245 Page 1 of 19 17 3 3 6.0 0013 \ 2 9 712 60 8.1 83 Agreement No. 17-45-088-00 and commuter trip reduction rideshare services and programs for the benefit of the public (collectively, "Employer and Commuter Trip Reduction Rideshare programs"). WHEREAS, the Software allows RCTC to create and maintain a regional database of commuter and employer information for the IE Commuter program, and for any other Employer and Commuter Trip Reduction Rideshare programs (the "Regional Database"). WHEREAS, SBCTA will designate approved key personnel requiring access to the Software to receive log -in information for the Software from RCTC. WHEREAS, SBCTA will protect the confidential information received or accessible through the Software and will obtain and provide to RCTC non -disclosure and confidentiality agreements with its approved key personnel designated to receive access to the Software. WHEREAS, RCTC has the right to operate and provide use of the Software to any other public agency ("Public Agency Participant") for the purpose of implementing Employer and Commuter Trip Reduction Rideshare programs, and to allow access to the Regional Database by any Public Agency Participant, provided that RCTC shall require all Public Agency Participants to comply with the same confidentiality and access requirements as set forth above. NOW, THEREFORE, the parties agree as follows: A. Contract Services. 1. RCTC will administer, market, and implement commuter services and 511 programs in coordination with RCTC's commuter services program and in coordination with the regional ridesharing core services program in compliance with and as specified in the scope of work, Attachment "A," attached hereto and incorporated herein by reference (the "Services"). 2. RCTC shall provide program administration and oversight and assure that its consultants and/or staff performs its Services within the budgets set forth in the scope of work, Attachment "A." 3. RCTC will work collaboratively and in partnership with SBCTA during the initial planning phases and notify SBCTA staff of any changes to the rideshare program, as set forth in Attachment "A". 4. SBCTA shall timely respond to RCTC on matters requiring RCTC to coordinate with SBCTA, as set forth in Attachment "A". 5. RCTC shall provide SBCTA with the following reports, on a monthly or quarterly basis, as set forth below, relative to tasks identified in the scope of work, Attachment "A", to this Agreement: 15-1001245 17 3 3 6.0 0013 \ 2 9 712 60 8.1 (a) Monthly Commuter Assistance Program Meeting Agenda (b) Quarterly Commuter Assistance Report Page 2 of 19 84 Agreement No. 17-45-088-00 (c) Quarterly Commuter Assistance Activity Master Report (d) Quarterly Regional Database Report (e) Monthly IE511 All Hands Meeting Minutes/Agenda/Stats B. Compensation. 1. It is understood that SBCTA funding for the program under this Agreement will not exceed one million three hundred thousand dollars, and no cents ($1,300,000.00) and is expected to be provided from CMAQ funds. 2. SBCTA receives CMAQ and other federal funds and may use these other funds to reimburse RCTC for its costs in performing the Services. 3. It is agreed that SBCTA Measure I Funds or other eligible funds will reimburse RCTC for the cost of purchasing any items not reimbursable by CMAQ, and invoices submitted to SBCTA shall clearly delineate CMAQ non -reimbursable expenditures. It is agreed that in the event sufficient funds from the sources set forth above do not become available to SBCTA for this Agreement, SBCTA may immediately terminate this Agreement with written notice, but shall pay to RCTC from other sources any amounts required to cover RCTC's costs to the date of Agreement termination. 4. SBCTA shall pay RCTC on a cost -reimbursement basis, based upon invoices which delineate charges based on tasks identified in the scope of work, Attachment "A." All invoices shall be provided to SBCTA no more frequently than on a bi-monthly basis and no less than a quarterly basis. All invoices will be delivered to and received by SBCTA no later than 60 days after the end of the calendar year quarter. 5. SBCTA shall be fully responsible for obtaining cost reimbursements of CMAQ funds. SBCTA shall ensure that the CMAQ funds are used for authorized purposes in compliance with laws, regulations, and the provision of the terms in this agreement, and that performance goals are achieved. 6. SBCTA shall review all billings submitted by RCTC for accuracy and process payment based thereon to RCTC in a timely manner 7. RCTC shall maintain during the term of this Agreement and for three years thereafter accounting records which cover the receipt and disbursement of all funds provided for the programs administered and implemented under this Agreement. Such records shall be made available for inspection during normal business hours by duly authorized representatives of SBCTA, SBCTA's auditors, Caltrans, Federal Highway Administration, and the United States Department of Transportation, so that SBCTA can comply with the Single Audit Act and OMB 15-1001245 17 3 3 6.0 0013 \ 2 9 712 60 8.1 Page 3 of 19 85 Agreement No. 17-45-088-00 Circular No. A-133. In addition, the federal provisions set forth in Attachment "C" shall apply to this Agreement. C. Term. 1. This Agreement shall commence on July 1, 2017, and terminate on June 30, 2018, unless it is extended by a written amendment approved by the parties. 2. Either party may terminate this Agreement by giving thirty (30) days written notice to the other for no or any reason, including, but not limited to, changes in legislation, rules and regulations impacting trip reduction programs. SBCTA shall pay for any Service provided up to the effective date of the termination. 3. The Executive Directors of both RCTC and SBCTA shall have the authority in their sole discretion to give notice of termination on behalf of their respective agencies. D. Indemnification and Insurance. 1. (a) It is understood and agreed that neither RCTC nor any officer, official, employee, director, consultant, agent, or volunteer thereof is responsible for any damage or liability occurring by reasons of anything done or omitted to be done by SBCTA under or in connection with any work authority or jurisdiction delegated to SBCTA under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895.4, SBCTA shall fully defend, indemnify and save harmless RCTC, any Program Participant, and their officers, employees, consultants and agents from all claims, suits or actions of every name, kind, and description brought for or on account of injury (as defined in Government Code Section 810.8) occurring by reason of anything done or omitted to be done by SBCTA under or in connection with any work, authority or jurisdiction delegated to SBCTA under this Agreement. (b) It is understood and agreed that neither SBCTA nor any officer, official, employee, director, consultant, agent, member or volunteer thereof is responsible for any damage or liability occurring by reasons of anything done or omitted to be done by RCTC under or in connection with any work authority or jurisdiction delegated to RCTC under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895.4, RCTC shall fully defend, indemnify and save harmless SBCTA, and all its officers, employees, consultants and agents from all claims, suits or actions of every name, kind, and description brought for or on account of injury (as defined in Government Code Section 810.8) occurring by reason of anything done or omitted to be done by RCTC or its consultants under or in connection with any work, authority or jurisdiction delegated to RCTC under this Agreement. 15-1001245 17 3 3 6.0 0013 \ 2 9 712 60 8.1 Page 4 of 19 86 Agreement No. 17-45-088-00 2. Insurance Requirements Without anyway affecting the indemnity provisions identified in this Contract, RCTC shall, at RCTC's sole expense, and prior to the commencement of any work, procure and maintain in full force, insurance through the entire term of this Agreement and shall be written with at least the following limits of liability: (a) Professional Liability - Shall be provided in an amount not less than $1,000,000, per claim and $2,000,000 in the aggregate. RCTC shall secure and maintain this insurance or "tail" coverage provided throughout the term of this Contract and for a minimum of three (3) years after Contract completion. (b) Workers' Compensation - Worker's Compensation insurance shall be provided in an amount and form to meet all applicable requirements of the Labor Code of the State of California, including Employers Liability with $1,000,000 limits, covering all persons providing services on behalf of RCTC and all risks to such persons under this Agreement. (c) Commercial General Liability - To include coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, Broad -Form Property Damage and Independent Contractors' Liability, in an amount of not less than $1,000,000 per occurrence, combined single limit, and $2,000,000 in the aggregate written on an occurrence form. For products and completed operations a $2,000,000 aggregate shall be provided. (d) Automobile Liability - To include owned, non -owned and hired automobiles, in an amount of not less than $1,000,000 per occurrence, combined single limit, and in the aggregate written on an occurrence form. (e) Network and Privacy Insurance. RCTC shall carry, or shall cause its third party subcontractors to carry, Network and Privacy (Errors and Omissions) insurance in an amount of not less than $1,000,000 per claim and $1,000,000 in the annual aggregate, protecting RCTC and SBCTA from the following exposures relating to RCTC's or any of its subcontractors performance under the Agreement: (i) the theft, dissemination and/or unauthorized disclosure of use of confidential information and personally identifiable information (not to be limited bank information, social security numbers, health information, credit card account information, and confidential corporate information). Such insurance shall also include coverage for credit monitoring, notification expenses and other related costs associated with mitigating a data security or privacy breach; and (ii) the introduction of a computer virus into, or otherwise causing damage to, a computer, computer system, network or similar computer -related property and the data, software, and programs used herein. 15-1001245 17 3 3 6.0 0013 \ 2 9 712 60 8.1 Page 5 of 19 87 Agreement No. 17-45-088-00 If such insurance is maintained on an occurrence basis, RCTC or its third party subcontractors shall maintain such insurance for an additional period of one year following the end of the applicable Term. If such insurance is maintained on a claims -made basis, RCTC or its third party subcontractor shall maintain such insurance for an additional period of three years following the end of the applicable Term. (f) Proof of Coverage - RCTC shall furnish certificates of insurance to SBCTA evidencing the insurance coverage required above, prior to the commencement of performance of services hereunder, and such certificates shall include SBCTA as an additional insured on all insurances except Workers' Compensation and Professional Liability. Prior to commencing any work, RCTC shall furnish SBCTA with a certificate(s) of insurance, executed by a duly authorized representative of each insurer, showing compliance with the insurance requirements set forth in this Article. If the insurance company elects to cancel or non -renew coverage for any reason, RCTC will provide SBCTA 30 days' notice of such cancellation or nonrenewal. If the policy is cancelled for nonpayment of premium, the RCTC will provide SBCTA ten (10) days' notice. RCTC shall maintain such insurance from the time RCTC commences performance of services hereunder until the completion of such Services. All certificates of insurance are to include the contract number and Project Manager's name. (g) Additional Insured- All policies, except for Workers Compensation and Professional Liability policies, shall contain endorsements naming SBCTA and its officers, employees, agents, and volunteers as additional insureds with respect to liabilities arising out to the performance of Services hereunder. The additional insured endorsements shall not limit the scope of coverage for SBCTA to vicarious liability but shall allow coverage for SBCTA to the full extent provided by the policy. (h) Waiver of Subrogation Rights - RCTC shall require the carriers of the above required coverages to waive all rights of subrogation against SBCTA, its officers, employees, agents, volunteers, contractors, and subcontractors. All general auto liability insurance coverage provided shall not prohibit RCTC or CONSULTANT'S employees or agents from waiving the right of subrogation prior to a loss or claim. RCTC hereby waives all rights of subrogation against SBCTA. (i) All policies required herein are to be primary and non-contributory with any insurance carried or administered by SBCTA. (j) Certificates/Insurer Rating/Cancellation Notice. (1) RCTC shall maintain and shall require its consultants to maintain such insurance from the time the Services commence until the Services are completed, except as may be otherwise required by this Section. 15-1001245 17 3 3 6.0 0013 \ 2 9 712 60 8.1 Page 6 of 19 88 Agreement No. 17-45-088-00 (2) RCTC may legally self -insure, but shall require its consultants to place insurance with insurers having an A.M. Best Company rating of no less than A:VIII and licensed to do business in California. (3) RCTC and its consultants shall replace certificates, policies and endorsements for any insurance expiring prior to completion of the Services. E. Rights of SBCTA and RCTC. The Executive Directors of both SBCTA and RCTC shall have full authority to exercise their respective entities' rights under this Agreement. F. Ownership of Materials/Confidentiality/Use of Data. 1. Ownership. The following documents and data prepared by RCTC or RCTC's subconsultant pursuant to this Agreement shall become the common property of RCTC and SBCTA in both electronic and hard copy formats: (i) all data regarding commuters in San Bernardino County; (ii) San Bernardino County employer information; (iii) park and ride information specific to San Bernardino County; (iv) all data regarding 511 for San Bernardino County; (v) any monthly or quarterly reports produced by RCTC as required by this Agreement; and (vi) advertisements and collateral material for both the rideshare program and 511, including but not limited to; media, photos, video, messaging, etc., funded in whole or in part by SBCTA under this Agreement ("Documents and Data"). RCTC and SBCTA shall comply with all applicable state and federal law with regard to its use of such data, but shall not otherwise be limited in any way in its use of such data at any time, provided that any such use not within the purposes intended by this Agreement shall be at the respective parry's sole risk and provided that the other party shall be indemnified against any damages resulting from such use, including the release of this material to third parties for a use not intended by this Agreement. Neither party to this Agreement shall sell the data or other materials prepared under this Agreement without the written permission of both parties. 2. Confidentiality. Except as otherwise provided in Paragraph (G)(7.) below, all ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other materials described in subsection (F)(1.) either created by or provided to RCTC in connection with the performance of this Agreement, other than advertisements and collateral material for the rideshare program and 511, shall be held confidential by RCTC. Such materials shall not, without the prior written consent of SBCTA, be used by RCTC for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services. Nothing furnished to RCTC that is otherwise known to RCTC or is generally known, or has become known, to the related industry shall be deemed confidential. RCTC shall not use SBCTA's name or insignia, photographs of the project, or any publicity pertaining to the Services in any magazine, trade paper, newspaper, television or radio production or other similar medium without 15-1001245 17 3 3 6.0 0013 \ 2 9 712 60 8.1 Page 7 of 19 89 Agreement No. 17-45-088-00 the prior written consent of SBCTA, except as otherwise part of the regular operation and advertisement of the rideshare program and 511. 3. Use of Data. All Documents and Data, as defined above, shall be provided to SBCTA in hard copy and electronic media. Documents and Data in electronic media shall be provided in a form that will allow SBCTA to use, access, and manipulate the data to prepare reports and perform other ridematching activities contemplated by this Agreement. All Documents and Data shall be provided to SBCTA within 30 days upon written notice. G. Confidential Information/Non-Disclosure. 1. Confidential Information. "Confidential Information" shall include: all user names, passwords, or other log -in credentials used, provided, or accessible in connection with the Software; all data or information accessible in connection with the Software; all source code, work product, proprietary information, server logs, technical information, trade secrets, and proprietary systems related to the Software; all personal information of Employer and Commuter Trip Reduction/Rideshare Programs participants, including but not limited to a participant's residence address, employment address or hours of employment for the purpose of assisting private entities in the establishment or implementation of carpooling or ridesharing programs as required by California Penal Code Section 637, as well as names, biographical information, demographic information, use data, contact information, or similar personal information of participants; and any and all data, content, materials, documents and/or other information related to the Software and/or the Employer and Commuter Trip Reduction Rideshare Services designated, from time to time, in writing by RCTC as Confidential Information. 2. Non -Disclosure. Except as otherwise provided in Paragraph (G)(7.) below, or as required by law, both parties shall hold the Confidential Information in confidence, shall take reasonable precaution to protect and keep the Confidential Information confidential, shall not disclose the Confidential Information to any person or party not specifically authorized in writing by affected party to receive the Confidential Information, and shall not use the Confidential Information for any purpose other than as necessary to operate the Employer and Commuter Trip Reduction/Rideshare Services. Further, neither party shall disclose a participant's personal information, including but not limited to a participant's residence address, employment address or hours of employment for the purpose of assisting private entities in the establishment or implementation of carpooling or ridesharing programs, to any other person or use such information for purposes other than as necessary to operate the Employer and Commuter Trip Reduction/Rideshare Services, without the prior written consent of the participant, as required by California Penal Code section 637. Parties shall limit access to the Confidential Information only to individuals who are directly involved in operation of the Employer and Commuter Trip Reduction/Rideshare Services and further provided that such individuals are legally bound to maintain the confidentiality of the Confidential Information on substantially the same terms as set forth herein. The foregoing restrictions on disclosure shall not apply to Confidential Information which is (a) already known by the recipient, (b) becomes, through no act or fault of the recipient, 15-1001245 17 3 3 6.0 0013 \ 2 9 712 60 8.1 Page 8 of 19 90 Agreement No. 17-45-088-00 publicly known, (c) received by recipient from a third parry without a restriction on disclosure or use, (d) independently developed by recipient without reference to the other party's Confidential Information, or (e) is required by law, or process of law, to be disclosed. 3. Expiration Immediately upon (a) the expiration or termination of this Agreement, or (b) a request by a party, the other party shall turn over to requesting party all Confidential Information of or pertaining to the requesting party and all documents or media containing any such Confidential Information, excluding information in the Regional Database, and any and all copies or extracts thereof, except that each party's legal counsel may retain one copy of all Confidential Information in its office solely for archival legal purposes. 4. Key Personnel. SBCTA shall designate key personnel ("Key Personnel") requiring web based access to the Software for the operation of the Employer and Commuter Trip Reduction/Rideshare Services, to receive from RCTC log -in information enabling access to the Software. Key Personnel shall use the log -in information provided by RCTC and all Confidential Information only and strictly for the operation of the Employer and Commuter Trip Reduction/Rideshare Services and shall not disclose or share such log -in information, or any other Confidential Information, with any party, whether or not employed or in any way associated with SBCTA, who has not been specifically approved in writing by RCTC to receive such log -in information or other Confidential Information. 5. Non -Disclosure and Confidentiality Agreement. To protect RCTC's Confidential Information, SBCTA shall require each Key Personnel to execute a Non -Disclosure and Confidentiality Agreement substantially in the form of Attachment `B" attached hereto and incorporated by this reference. SBCTA shall provide RCTC a signed Non -Disclosure and Confidentiality Agreement for each Key Personnel designated below or designated from time -to - time by SBCTA's Executive Director or his designee prior to RCTC's disclosure of any log -in information or other Confidential Information to such Key Personnel. SBCTA hereby designates the following individuals as Key Personnel requiring web based access to the Software for the operation of the Employer and Commuter Trip Reduction/Rideshare Programs: 6. This Paragraph G and all of its subparagraphs shall survive expiration or termination of the Agreement. 7. Notwithstanding any other provision herein, it shall not be a violation of RCTC's obligations under this Agreement to allow access to Confidential Information, or to the Regional Database by any Public Agency Participant for the purposes of allowing such agency to implement an Employer and Commuter Trip Reduction Rideshare program, provided that RCTC has entered into an agreement with such agency which requires the Public Agency Participant to comply with all confidentiality and nondisclosure requirements contained in this Agreement, and to indemnify all other Employer and Commuter Trip Reduction Rideshare program public agency participants related to any access and use of the Regional Database by the Public Agency Participant. 15-1001245 17 3 3 6.0 0013 \ 2 9 712 60 8.1 Page 9 of 19 91 Agreement No. 17-45-088-00 H. Independent Contractor. SBCTA retains RCTC on an independent contractor basis and RCTC and its subconsultants shall not be employees of SBCTA. The subconsultants and other personnel performing the Services under this Agreement on behalf of RCTC shall at all times be under RCTC's exclusive direction and control. RCTC shall pay all wages, salaries, and other amounts due its employees in connection with their performance of Services under this Agreement and as required by law. RCTC shall be responsible for all reports and obligations respecting such employees, including, but not limited to, social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance. I. Attorneys' Fees and Costs. If any legal action is instituted to enforce or declare any parry's rights hereunder, each parry, including the prevailing party, must bear its own costs and attorneys' fees. This paragraph shall not apply to those costs and attorneys' fees directly arising from any third party legal action against a party hereto and payable under Paragraph D, Indemnification and Insurance. J. Consent. Whenever consent or approval of any parry is required under this Agreement, that parry shall not unreasonably withhold nor delay such consent or approval. K. Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated by reference as though fully set forth herein. [Signatures on following page] 15-1001245 Page 10 of 19 17 3 3 6.0 0013 \ 2 9 712 60 8.1 92 Agreement No. 17-45-088-00 SIGNATURE PAGE TO AGREEMENT FOR IMPLEMENTATION OF SAN BERNARDINO COUNTY FISCAL YEAR 2017/2018 EMPLOYER AND COMMUTER TRIP REDUCTION/RIDESHARE PROGRAMS IN WITNESS THEREOF, THE AUTHORIZED PARTIES HAVE SIGNED AND EXECUTED THE AGREEMENT BELOW: SAN BERNARDINO COUNTY RIVERSIDE COUNTY TRANSPORTATION AUTHORITY TRANSPORTATION COMMISSION Robert Lovingood, President John F. Tavaglione, Chair APPROVED AS TO LEGAL FORM APPROVED AS TO LEGAL FORM Office of General Counsel Best, Best & Krieger, LLP, General Counsel CONCURRENCE: Procurement Manager 15-1001245 Page 11 of 19 17 3 3 6.0 0013 \ 2 9 712 60 8.1 93 Agreement No. 17-45-088-00 Attachment "A " Scope of Work San Bernardino Employer and Commuter Assistance Programs Fiscal Year 2017-18 IE Commuter Provide a variety of services to employers and commuters, who participate in trip reduction activities. Activities shall include, but not be limited to: Host and maintain the IE511.org and IECOMMUTER.org websites, mobile device interfaces, social media platforms, and other regional products/outreach as assigned. Respond and coordinate inquiries with SBCTA rideshare/511 staff that are San Bernardino County specific and generated from 511, 1-866- RIDESHARE as well as direct referrals. Oversee and maintain an Inland Empire focused database of commuters with SBCTA owning all Documents and Data (hard copy and electronic formats), as that term is defined in Section F(1) of the Agreement. Administer and provide technical assistance for the IE Commuter program including employer, employee, and end user account management, SCAQMD Rule 2202, Average Vehicle Ridership (AVR) certified South Coast Air Quality Management District calculations, coordinating and implementing employer surveys and Ridematching including disseminating and production of RideGuides both electronically and paper, incentive program management, production of output reports including analysis of survey results, and maintaining marketing logs and commuter diary. Coordination with other rideshare agencies and service providers to assist multi -site and multi jurisdictional employers and Employee Transportation Coordinator's (ETC) within San Bernardino County as well as related worksites outside of the County. Conducting ETC networking meetings including bi-annual workshops, rideshare week kick-off event and recognition events. Marketing to employers, employees, and end user commuters including Rideshare Connection broadcast e- mails and eNewsletters, administering commuter promotions and incentives, graphic design for various collateral materials including but not limited to brochures, RideGuides, posters, banners etc., and web based advertising, and developing messaging for print, media, and social media advertising campaigns. Support for employer and community events as well as transportation forums. Market and administer the regional Guaranteed Ride Home Program and Vanpool Subsidization Program to employers in San Bernardino County. Maintain and increase the County's leased Park and Ride lot program. Operate the 511 program through phone and web services, providing enhancements, resolving issues, conducting marketing and periodic surveys. Conduct special projects and studies, as assigned, and work closely with SBCTA rideshare/511 staff on all special projects and/or studies that impact the San Bernardino Rideshare and/or 511 programs. RCTC is to advise at the start of and coordinate with SBCTA rideshare/511 staff of all potential enhancements, issues, and periodic surveys if such tasks could change/alter the current Rideshare and/or 511 programs in San Bernardino County. 15-1001245 Page 12 of 19 17 3 3 6.0 0013 \ 2 9 712 60 8.1 94 Agreement No. 17-45-088-00 In addition, SBCTA rideshare/511 staff to work closely at the start with RCTC and to be in partnership during the review and subsequent approval process of the rideshare and/or 511 marketing and communication plan, messaging development, media buy, advertising materials or any incentive outreach changes. RCTC shall also provide SBCTA rideshare/511 staff with the following reports: (i) Employer Activity Report for all employers with signed Employer Participation Agreements; (ii) Program Performance; (iii) Program Management (employer output, employer management, eRideGuides, contact management, etc.); (iv) 511 mobile app statistics; (v) 511 calls and Interactive Voice Response statistical data; (vi) ie511.org statistics; and (vii) any newly developed reports. Goals and Performance Measures: 1. Implementation of commuter assistance programs to approximately 490 regulated and non -regulated employer worksites in San Bernardino County, to assist in the development and implementation of trip reduction programs and for technical assistance. 2. Work with approximately 175 employers on AVR/Transportation surveys and AVR calculations. 3. Maintain an accurate database of approximately 47,400 active San Bernardino County commuter registrants, resulting from completed commuter surveys at approximately 175 San Bernardino County employers. 4. Disseminate approximately 8,900 RideGuides to San Bernardino County commuters at approximately 490 worksites. 5. Provide assistance to seven multisite/multijurisdictional headquarters located in San Bernardino County representing 23 worksites in San Bernardino, Riverside, as well as Los Angeles and Orange counties. 6. Develop and implement three employer transportation network meetings, one promotional marketing campaign at San Bernardino employer worksites, and other events. 7. Produce and disseminate other regional marketing materials, as standalone campaigns within the Inland Empire or regional campaigns in coordination with the five County Transportation Commissions. 8. Broadcast 12 Rideshare Connection a -mails to San Bernardino County employers. 9. For the two -county area, respond to approximately 2,000 inquires/calls from commuters who work or reside in San Bernardino or Riverside counties, via 1-866-RIDESHARE, 1-866- IECS4HELP, 511, direct referrals and other internet sources. Of these 2,000 inquiries, approximately 200 RideGuides will be generated. In addition, approximately 575 Inland residents will register in the database via the www.iecommuter.org" www.iecommuter.org website. SBCTA rideshare/511 staff will be copied on all responses that are specific to San Bernardino County. 10. Manage and operate the 511 system which will be available to commuters 24 hours a day, 7 days per week, 365 days per year. 11. The 511 phone system will provide assistance to approximately 25,000 callers per month throughout the year. The system will have the capacity to handle approximately 100,000 concurrent callers. 12. The www.ie511.org website will potentially receive approximately 40,000 unique visitors per month. Website will be able to handle approximately 100,000 concurrent users. 15-1001245 Page 13 of 19 17 3 3 6.0 0013 \ 2 9 712 60 8.1 95 Agreement No. 17-45-088-00 13. Continue 511 marketing/outreach and coordinating development of the marketing plan, campaign themes, surveys, studies and potential collateral materials for San Bernardino County with SBCTA rideshare/511 staff, before the tasks are implemented. 14. Conduct and coordinate periodic surveys with SBCTA rideshare/511 staff to determine the 511 program use, effectiveness and customer satisfaction. 15. Provide IE511 website, phone, and mobile application enhancements/upgrades as needed. 16. Finalize work with Caltrans and the Interactive Voice Response/map contractor to implement HERE data for closure of gaps in detection on the traffic map. 17. Collaboratively with SBCTA rideshare/511 staff, explore possible opportunities to improve the 511 system for the motorists and residents of both counties. Rideshare Incentive Programs The SBCTA $2/day Rideshare Incentive offers San Bernardino County residents who commute to work, up to $2 a day (in gift cards) for each day they participate in a rideshare mode, during a three-month period. The Vanpool Incentive Program provides up to $1,800 over nine months in discounted vanpool fares. The SBCTA Rideshare Plus program provides ongoing ridesharers who reside in San Bernardino County a Rideshare Plus Rewards Book with discounts to local merchants plus 200,000 additional discounts available online. RCTC to manage and operate the Incentive Programs listed above, and to coordinate and discuss with SBCTA rideshare/511 staff when potential changes to the Incentive Programs are being considered. Goals and Performance Measures: 1. The SBCTA $2/day Rideshare Incentive program will enlist 1,100 County residents, who commute to work to 125 employers in Southern California. These participants on average have a one-way commute distance of 27.59 miles and the goal is to reduce 109,000 one way vehicle trips from the roadways. 2. The SBCTA Rideshare Plus program will consist of 6,400 members when the program is at its highest membership. Members will work at employment sites from 350 employers throughout Southern California. 15-1001245 Page 14 of 19 17 3 3 6.0 0013 \ 2 9 712 60 8.1 96 Agreement No. 17-45-088-00 Attachment "B" NON -DISCLOSURE AND CONFIDENTIALITY AGREEMENT This Non -Disclosure and Confidentiality Agreement is entered into as of 2017, by and between SAN BERNARDINO COUNTY TRANSPORTATION COMMISSION ("SBCTA") and the undersigned interested party ("Interested Parry"). SBCTA and Interested Party shall individually be referred to as a "Party" or collectively as the "Parties". 1. RECITALS 1.1 WHEREAS, SBCTA and the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("RCTC") entered into that certain Implementation of San Bernardino County Fiscal Year 2017/2018 Employer and Commuter Trip Reduction/Rideshare Programs Agreement dated July 1, 2017 ("Agreement"). 1.2 WHEREAS, in the Agreement, SBCTA has designated approved key personnel requiring access to the web based software ("Software") implementing the Employer and Commuter Trip Reduction/Rideshare Programs to receive log -in information for the Software. 1.3 WHEREAS, in the Agreement, SBCTA has agreed to protect the personal information accessible through the Software of public participants in the Employer and Commuter Trip Reduction/Rideshare Programs, and has agreed to obtain non -disclosure and confidentiality agreements with all approved key personnel receiving access to the Software. 1.4 WHEREAS, SBCTA has designated Interested Parry as a Key Personnel to receive Confidential Information, as those terms are defined in Agreement, and Interested Party desires to receive and protect the Confidential Information upon the terms and conditions set forth herein. 2. TERMS 2.1 Confidential Information. "Confidential Information" shall include: all user names, passwords, or other log -in credentials used, provided, or accessible in connection with the Software; all data or information accessible in connection with the Software; all source code, work product, proprietary information, server logs, technical information, trade secrets, and proprietary systems related to the Software; all market research, financial data, operating procedures, and third party confidential and proprietary information; all personal information of Employer and Commuter Trip Reduction/Rideshare Programs participants, including but not limited a participants residence address, employment address or hours of employment for the purpose of assisting private entities in the establishment or implementation of carpooling or ridesharing programs as required by California Penal Code section 637, as well as names, biographical information, demographic information, use data, contact information, or similar personal information of participants; and any and all data, content, materials, documents and/or other information related to the Software and/or Employer and Commuter Trip Reduction/Rideshare Programs designated, from time to time, by RCTC as confidential information. 15-1001245 Page 15 of 19 17 3 3 6.0 0013 \ 2 9 712 60 8.1 97 Agreement No. 17-45-088-00 2.2 Interested Party shall hold the Confidential Information in confidence, shall take reasonable precaution to protect and keep the Confidential Information confidential, shall not disclose the Confidential Information to any person or party not specifically authorized in writing by RCTC to receive the Confidential Information, or as and to the extent required by law or legal process, and shall not use the Confidential Information for any purpose other than as necessary to operate the Employer and Commuter Trip Reduction/Rideshare Programs. Further, Interested Party shall not disclose a participant's personal information, including but not limited to a participant's residence address, employment address or hours of employment for the purpose of assisting private entities in the establishment or implementation of carpooling or ridesharing programs, to any other person or use such information for purpose other than as necessary to operate the Employer and Commuter Trip Reduction/Rideshare Programs without the prior written consent of the participant as required by California Penal Code section 637. Interested Party shall limit access to the Confidential Information only to individuals who are directly involved in operation of the Employer and Commuter Trip Reduction/Rideshare Programs and further provided that such individuals are legally bound to maintain the confidentiality of the Confidential Information on substantially the same terms as set forth herein. The foregoing restrictions on disclosure shall not apply to Confidential Information which is (a) already known by the recipient, (b) becomes, through no act or fault of the recipient, publicly known, (c) received by recipient from a third party without a restriction on disclosure or use, or (d) independently developed by recipient without reference to the other parry's Confidential Information. 2.3 Immediately upon (i) the expiration or termination of Interested Party's employment or association with SBCTA, (ii) the expiration or termination of the Agreement, or (iii) a request by RCTC, Interested Parry shall turn over to RCTC all Confidential Information and all documents or media containing any such Confidential Information and any and all copies or extracts thereof. 2.4 RCTC is an express third party beneficiary of this Non -Disclosure and Confidentiality Agreement. SIGNATURES ON FOLLOWING PAGE 15-1001245 Page 16 of 19 17 3 3 6.0 0013 \ 2 9 712 60 8.1 98 Agreement No. 17-45-088-00 IN WITNESS WHEREOF, the parties hereto have executed this Non -Disclosure and Confidentiality Agreement on the date first written above. SBCTA INTERESTED PARTY By: By: Raymond W. Wolfe, PhD Executive Director Name: 15-1001245 Page 17 of 19 17 3 3 6.0 0013 \ 2 9 712 60 8.1 99 Agreement No. 17-45-088-00 Attachment "C" Federal Flow Down Provisions ARTICLE I -- FISCAL PROVISIONS A. The Cost Principles and Procedures set forth in 48 CFR Ch. 1, Subch. E, Part 31, as constituted on the effective date of this Contract shall be utilized to determine allowability of costs under this Contract and may be modified from time to time by written amendment of the Contract. B. RCTC agrees to comply with Federal Department of Transportation procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. C. Any costs for which payment has been made to RCTC that are determined by subsequent audit to be unallowed under 48 CFR, Ch.l, Subch E, Part 31, Contract Cost Principles and Procedures, or 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards shall be repaid by RCTC to Agency. SBCTA shall then repay RCTC for such costs, if such costs are for the Services, using local funds. ARTICLE II — AUDITS, THIRD PARTY CONTRACTING, RECORDS RETENTION AND REPORTS A. RCTC agrees that any and all subcontractors of RCTC performing Work under this Agreement will comply with the terms and conditions of this Agreement applicable to the portion of Work performed by them. CONSULTANT shall incorporate the following applicable provisions of this Agreement into their subcontracts regardless of the tier: Article I -- Fiscal Provisions, and this Article II -- Audits, Third Party Contracting, Records Retention and Reports. B. RCTC shall provide SBCTA, or authorized representatives or agents of SBCTA, including but not limited to Caltrans, Federal Transit Administration (FTA) or Federal Highway Administration (FHWA), access to CONSULTANT'S records that are directly related to this Agreement for the purpose of inspection, auditing or copying. RCTC shall maintain all records related to this Agreement in an organized way in the original format, electronic and hard copy, conducive to professional review and audit, for a period of three (3) years from the date of final payment by SBCTA, except in the event of litigation or settlement of claims arising out of this Agreement in which case RCTC agrees to maintain records through the conclusion of all such litigation, appeals or claims related to this Agreement. RCTC further agrees to maintain separate records for costs of work performed by amendment. RCTC shall allow SBCTA, Caltrans, FHWA, FTA or any duly authorized agents to reproduce any materials as reasonably necessary. 15-1001245 Page 18 of 19 17 3 3 6.0 0013 \ 2 9 712 60 8.1 100 Agreement No. 17-45-088-00 D. The cost proposal and/or invoices for this Agreement are subject to audit by SBCTA and/or any state or federal agency funding this Project at any time. After RCTC receives any audit recommendations, the cost proposal shall be adjusted by RCTC and approved by SBCTA's Project Manager to conform to the audit recommendations. RCTC agrees that individual items of cost identified in the audit report may be incorporated into the Agreement at SBCTA's sole discretion. Refusal by RCTC to incorporate the audit or post award recommendations will be considered a breach of the Agreement and cause for termination of the Agreement. Any dispute concerning the audit findings of this Agreement shall be reviewed by SBCTA's Chief Financial Officer. RCTC may request a review by submitting the request in writing to SBCTA within thirty (30) calendar days after issuance of the audit report. SBCTA shall pay all costs related to the audit. Further, a breach under this clause shall not imply any wrongdoing by RCTC. SBCTA shall pay RCTC for work completed up to the date of termination if such costs are for the Services. As determined necessary by SBCTA, such payment will be made using local funds. E. RCTC agrees that RCTC's travel and per diem reimbursements and third -party contract reimbursements to subcontractors will be allowable as Project Costs only after those costs are incurred and paid for by the subcontractors. ARTICLE III. EQUAL EMPLOYMENT OPPORTUNITY During the term of this Agreement, RCTC shall not willfully discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, medical condition, gender, marital status, sexual orientation, age, political affiliation or disability. RCTC agrees to comply with the provisions of Executive Orders 11246, 11375, 11625, 12138, 12432, 12250, Title VII of the Civil Rights Act of 1964, the California Fair Employment Practices Act and other applicable Federal, State and County laws and regulations and policies relating to equal employment and contracting opportunities, including laws and regulations hereafter enacted. ARTICLE IV. GENERAL A. Subcontracts must include provisions for terminating the subcontract for cause or convenience by SBCTA. SBCTA's own preferred language may be used. B. Subcontracts must include administrative, contractual or legal remedies in instances of the subcontractor violating or breaching the Agreement terms. ARTICLE V. COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT RCTC shall comply with all applicable provisions of the Americans With Disabilities Act in performing Work under this Agreement. 15-1001245 Page 19 of 19 17 3 3 6.0 0013 \ 2 9 712 60 8.1 101 AGENDA ITEM 8 COMMISSIONERS: PLEASE GIVE SPECIAL ATTENTION TO THE TWO BOLD PARAGRAPHS AND ATTACHMENT 2 IN THIS AGENDA ITEM. RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: May 10, 2017 TO: Riverside County Transportation Commission FROM: Theresia Trevino, Chief Financial Officer THROUGH: Anne Mayer, Executive Director SUBJECT: Interstate 15 Express Lanes Project and 91 Project Completion Plans of Finance BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: After many years of planning and development related to the Interstate 15 Express Lanes Project (1-15 Express Lanes), the Commission is now poised to begin final design and construction following the award of a design -build contract to Skanska-Ames, a Joint Venture, in April. A preliminary Plan of Finance for the 1-15 Express Lanes has been presented previously to the Commission, and the final 1-15 Express Lanes Plan of Finance is ready for approval. Additionally, substantial completion for the State Route 91 Corridor Improvement Project (91 Project) occurred on March 20, and the RCTC 91 Express Lanes and other general purpose improvements are now open to traffic. In 2014, the 91 Project cost increased from the $1.312 million financed in July 2013 to $1.407 billion —primarily as a result of an increase in right of way acquisition costs. Accordingly, the Commission developed the 91 Project Completion Plan of Finance. The following staff recommendations are related to the plans of finance for the 1-15 Express Lanes and 91 Project and include issuance of sales tax revenue bonds for the 1-15 Express Lanes and 91 Project and execution of a Transportation Infrastructure Finance and Innovation Act (TIFIA) loan with the U.S. Department of Transportation (USDOT) for the I-15 Express Lanes or, in the alternative to a TIFIA loan, the issuance of toll revenue bonds or short-term bridge financing. This item is for the Commission to: 1) Approve the 91 Project Completion Plan of Finance regarding the issuance of the 2017 Series A Sales Tax Revenue Bonds (2017 Bonds); 2) Approve the 1-15 Express Lanes Plan of Finance regarding the issuance of the 2017 Bonds and receipt of a TIFIA loan from the USDOT or, in the alternative to a TIFIA loan, the issuance of toll revenue bonds or short-term bridge financing; 3) Adopt Resolution No. 17-006, "Resolution Authorizing the Issuance and Sale of Not to Exceed $218,760,000 Aggregate Principal Amount of Riverside County Transportation Commission Sales Tax Revenue Bonds (Limited Tax Bonds) in One or More Series, Including the Execution and Delivery of a Seventh Supplemental Indenture, a Purchase Contract, an Official Statement, and a Continuing Disclosure Agreement, and the Authorization of a Agenda Item 8 102 Toll Revenue Bond Financing of the 1-15 Express Lanes Project in an Amount Not To Exceed $165,000,000, Including the Execution and Delivery of a Master Indenture, a First Supplemental Indenture and a Loan Agreement Relating to Transportation Infrastructure Finance and Innovation Act Program Credit Assistance, and the Taking of All Other Actions Necessary in Connection Therewith"; 4) Approve the draft form of the Official Statement for the issuance of 2017 Bonds for the 1-15 Express Lanes and 91 Project in a not to exceed amount of $218,760,000 and authorize the Executive Director to revise, approve, and execute the printing and distribution of the Official Statement; 5) Approve the draft form of the Continuing Disclosure Agreement related to the 2017 Bonds between the Riverside County Transportation Commission and Digital Assurance Certification, L.L.C., as dissemination agent, and authorize the Executive Director to revise, approve, and execute the final Continuing Disclosure Agreement; 6) Approve the draft form of the Seventh Supplemental Indenture for the 2017 Bonds between the Riverside County Transportation Commission and U.S. Bank National Association (US Bank), as Trustee, and authorize the Executive Director to revise, approve, and execute the final Seventh Supplemental Indenture; 7) Approve the draft form of the Bond Purchase Agreement between the Riverside County Transportation Commission and Bank of America Merrill Lynch (BofAML) and Goldman, Sachs & Co. (Goldman), as Underwriter Representative acting on behalf of itself and Barclays Capital Inc. (Barclays), Academy Securities (Academy), and Fidelity Capital Markets. (Fidelity), (collectively the Underwriters), for the 2017 Bonds and authorize the Chief Financial Officer to revise, approve, and execute the final Bond Purchase Agreement; 8) Approve the draft form of the Master Indenture between the Riverside County Transportation Commission and US Bank, as Trustee, related to the Toll Revenue Bonds for the 1-15 Express Lanes and authorize the Executive Director to revise, approve, and execute the final Indenture; 9) Approve the draft form of the First Supplemental Indenture for the 1-15 Express Lanes TIFIA loan between the Riverside County Transportation Commission and US Bank, as Trustee, and authorize the Executive Director to revise, approve, and execute the final First Supplemental Indenture; 10) Approve the draft form of the TIFIA Loan Agreement between the Riverside County Transportation Commission and the USDOT for an amount not to exceed $165 million and authorize the Executive Director to revise, approve, and execute the final TIFIA Loan Agreement; and 11) Approve the estimated costs of issuance to be paid from the bond proceeds and execution of related agreements, as required. BACKGROUND INFORMATION: The 2009 Measure A Expenditure Plan (Expenditure Plan) approved by Riverside County voters in November 2002, identified improvements related to 1-15 to be implemented with Measure A Western Riverside County (Western County) highway funds. As staff began planning highway Agenda Item 8 103 projects for the first 10 years of the new measure, construction costs had been increasing significantly. Although the Expenditure Plan contemplated the need for state and federal funding to supplement Measure A revenues for highway projects, it was apparent innovative financing techniques would be necessary to fund some of the highway projects and the Measure A debt limitation would need to be increased. Accordingly, in early 2006 following a competitive procurement, the Commission engaged a strategic partnership advisory team knowledgeable in the area of transportation economics, federal transportation funding tools, and corporate equity investment evaluation to evaluate the feasibility of public/private partnerships and public delivery options to build additional transportation capacity and/or to speed the delivery of planned projects. The SR-91 and 1-15 corridors were identified by this team as projects with strong user demand that could be financed using toll revenues. In December 2006, the Commission approved the 10-Year Western Riverside County Highway Delivery Plan (10-Year Delivery Plan), which identified improvements including toll, or express, lanes on the SR-91 and 1-15. Other general purpose improvements were also included in the 10-Year Delivery Plan. In the following years, the Commission hired engineering firms to commence development of separate project report/environmental documents following competitive procurements. The Commission also obtained state and federal tolling authority as well as design -build authority for both projects. Due to the recession that occurred shortly after the approval of the 10-Year Delivery Plan, the Commission also reprioritized and recalibrated these projects in order to maintain financial feasibility. The scope of each of these projects is as follows: • The 91 Project connects with the Orange County Transportation Authority 91 Express Lanes at the Orange County/Riverside County line using a two-mile mixing area and continues approximately eight miles to the 15/91 interchange in Riverside County. The 91 Project involved widening pavement on the outside of the existing SR-91 to reposition general purpose lanes and repurpose the existing high occupancy vehicle lane to accommodate two tolled express lanes in the median in each direction. It also involved constructing one new general purpose lane in each direction from SR-71 to 1-15, ultimately providing two tolled express lanes and five general purpose lanes in each direction. The 91 Project also included the restriping of lanes and construction of a two-lane (one lane in each direction) direct tolled connector approximately 2.8 miles long providing the 91 Express Lanes with access/egress to 1-15 South. Other improvements included reconstruction with geometric improvements of five local interchanges; construction of new and widened bridges, retaining walls, sounds walls, and aesthetics improvement; addition of a collector -distributor system with braided ramps in the vicinity of the 15/91 interchange; addition of auxiliary lanes and other operational improvements; restriping of lanes; and installation of an electronic toll collection and enforcement system. Agenda Item 8 104 " T h e 1 - 1 5 E x p r e s s L a n e s c o n s i s t s o f o n e t o t w o t o l l e d e x p r e s s l a n e s i n e a c h d i r e c t i o n o n I - 1 5 b e t w e e n C a j a l c o R o a d a n d S R - 6 0 t h r o u g h t h e c i t i e s o f C o r o n a , N o r c o , E a s t v a l e , a n d J u r u p a V a l l e y a n d p o r t i o n s o f u n i n c o r p o r a t e d R i v e r s i d e C o u n t y , a d i s t a n c e o f a p p r o x i m a t e l y 1 5 m i l e s . T h e p r o j e c t i n c l u d e s s i g n m o d i f i c a t i o n s , i n s t a l l a t i o n o f n e w s i g n s , a n d c o n s t r u c t i o n o f r e t a i n i n g w a l l s a n d s o u n d w a l l s . E l e v e n b r i d g e s a r e t o b e w i d e n e d . R o a d w a y i m p r o v e m e n t s a r e a n t i c i p a t e d t o b e c o n s t r u c t e d w i t h i n t h e e x i s t i n g C a l t r a n s r i g h t o f w a y w i t h t h e m a j o r i t y o f t h e i m p r o v e m e n t s o c c u r r i n g w i t h i n t h e e x i s t i n g 1 - 1 5 m e d i a n . A n e l e c t r o n i c t o l l e n f o r c e m e n t a n d c o l l e c t i o n s y s t e m w i l l a l s o b e i n s t a l l e d . T h e 1 - 1 5 E x p r e s s L a n e s i s e x p e c t e d t o o p e n t o t o l l e d v e h i c u l a r t r a f f i c i n J u l y 2 0 2 0 . T h r o u g h s e p a r a t e c o m p e t i t i v e p r o c u r e m e n t s , t h e C o m m i s s i o n h i r e d P a r s o n s T r a n s p o r t a t i o n G r o u p ( P a r s o n s ) a s t h e p r o j e c t a n d c o n s t r u c t i o n m a n a g e r f o r t h e 9 1 P r o j e c t a n d 1 - 1 5 E x p r e s s L a n e s t o a s s i s t t h e C o m m i s s i o n i n t h e p r e p a r a t i o n f o r d e s i g n - b u i l d , t o l l s y s t e m s i n t e g r a t i o n a n d i n s t a l l a t i o n , a n d t o l l o p e r a t o r p r o c u r e m e n t s a n d c o n t r a c t s a s w e l l a s t o o v e r s e e t h e d e s i g n a n d c o n s t r u c t i o n w o r k d u r i n g t h e d e s i g n - b u i l d p h a s e . S o m e o f t h e p r e p a r a t i o n a c t i v i t i e s c o n s i s t e d o f d e v e l o p i n g a n d n e g o t i a t i n g v a r i o u s a g r e e m e n t s r e q u i r e d i n c o n n e c t i o n w i t h t h e d e s i g n - b u i l d p h a s e a s w e l l a s o p e r a t i o n s o f t h e t o l l l a n e s f o l l o w i n g t h e c o m p l e t i o n o f c o n s t r u c t i o n . F o r t h e 9 1 P r o j e c t , t h e C o m m i s s i o n a w a r d e d a d e s i g n - b u i l d c o n t r a c t t o A t k i n s o n / W a l s h , a J o i n t V e n t u r e , a n d a p p r o v e d a n a g r e e m e n t f o r t h e o p e r a t i o n s a n d m a i n t e n a n c e o f t h e 9 1 E x p r e s s L a n e s t o C o f i r o u t e U S A , L L C i n M a y 2 0 1 3 a n d a u t h o r i z e d t h e a w a r d o f a n e l e c t r o n i c t o l l a n d t r a f f i c m a n a g e m e n t s y s t e m s i n t e g r a t i o n a n d i n s t a l l a t i o n c o n t r a c t t o C o f i r o u t e i n J a n u a r y 2 0 1 4 . F o r t h e 1 - 1 5 E x p r e s s L a n e s , t h e C o m m i s s i o n a w a r d e d a t o l l s e r v i c e s p r o v i d e r c o n t r a c t t o K a p s c h T r a f f i c C o m N o r t h A m e r i c a i n J a n u a r y 2 0 1 7 a n d a d e s i g n - b u i l d c o n t r a c t t o S k a n s k a - A m e s , a J o i n t V e n t u r e , i n A p r i l 2 0 1 7 . W h i l e p r o j e c t d e v e l o p m e n t a c t i v i t i e s w e r e u n d e r w a y , s t a f f a l s o c o n d u c t e d v a r i o u s f i n a n c i n g a c t i v i t i e s r e q u i r e d t o f i n a n c e t h e p r o j e c t c o s t s r e l a t e d t o t h e d e s i g n - b u i l d p h a s e . " B o n d u n d e r w r i t i n g t e a m s f o r e a c h p r o j e c t w e r e a p p o i n t e d f o l l o w i n g c o m p e t i t i v e p r o c u r e m e n t s f o r u n d e r w r i t e r s e r v i c e s i n c o n n e c t i o n w i t h f u t u r e l o n g - t e r m d e b t f i n a n c i n g s . T h e i n i t i a l t a s k s f o r t h e s e n i o r u n d e r w r i t i n g t e a m i n c l u d e d t h e d e v e l o p m e n t o f a f i n a n c i a l m o d e l a n d e v a l u a t i o n o f p o t e n t i a l f i n a n c i n g s t r u c t u r e s , i n c l u d i n g T I F I A l o a n s a n d t o l l r e v e n u e b o n d s . " F o l l o w i n g s e p a r a t e c o m p e t i t i v e p r o c u r e m e n t s f o r t r a f f i c a n d r e v e n u e s t u d i e s , S t a n t e c C o n s u l t i n g S e r v i c e s ( S t a n t e c ) w a s a w a r d e d c o n t r a c t s t o p r e p a r e t h e i n v e s t m e n t - g r a d e t r a f f i c a n d r e v e n u e s t u d i e s f o r t h e 9 1 P r o j e c t a n d t h e 1 - 1 5 E x p r e s s L a n e s a n d t o a s s i s t i n t h e d e v e l o p m e n t o f a t o l l p o l i c y f o r e a c h p r o j e c t . A t r a f f i c a n d r e v e n u e s t u d y i s r e q u i r e d f o r t h e s u c c e s s f u l f i n a n c i n g o f t o l l - s u p p o r t e d d e b t , i n c l u d i n g t o l l r e v e n u e b o n d s a n d a T I F I A l o a n . " T h e C o m m i s s i o n s u b m i t t e d l e t t e r s o f i n t e r e s t f o r c r e d i t a s s i s t a n c e t o T I F I A f o r b o t h p r o j e c t s . I n J u l y 2 0 1 3 T I F I A a p p r o v e d a l o a n f o r t h e 9 1 P r o j e c t i n t h e a p p r o x i m a t e a m o u n t o f $ 4 2 1 m i l l i o n . F o r t h e 1 - 1 5 E x p r e s s L a n e s , t h e C o m m i s s i o n a d v a n c e d t o t h e c r e d i t w o r t h i n e s s s t a g e i n J a n u a r y 2 0 1 6 a n d i s c u r r e n t l y c o m p l e t i n g t h e c r e d i t w o r t h i n e s s a s s e s s m e n t a n d n e g o t i a t i o n s f o r t h e t e r m s a n d c o n d i t i o n s o f a T I F I A l o a n . A g e n d a I t e m 8 1 0 5 " A p r e l i m i n a r y P l a n o f F i n a n c e f o r t h e I - 1 5 E x p r e s s L a n e s w a s p r e s e n t e d t o t h e C o m m i s s i o n i n N o v e m b e r 2 0 1 5 a n d N o v e m b e r 2 0 1 6 , a n d t h e C o m m i s s i o n a p p r o v e d $ 1 1 0 m i l l i o n i n f e d e r a l C o n g e s t i o n M i t i g a t i o n a n d A i r Q u a l i t y ( C M A Q ) a n d / o r S u r f a c e T r a n s p o r t a t i o n B l o c k G r a n t ( S T B G ) f u n d s f o r d e s i g n - b u i l d c o s t s r e l a t e d t o t h e 1 - 1 5 E x p r e s s L a n e s . " C o m p e t i t i v e p r o c u r e m e n t s f o r i n v e s t m e n t m a n a g e m e n t s e r v i c e s r e l a t e d t o t h e p r o j e c t f i n a n c i n g s w e r e c o n d u c t e d . L o g a n C i r c l e P a r t n e r s , L . P . w a s a w a r d e d i n v e s t m e n t m a n a g e m e n t s e r v i c e s a g r e e m e n t s i n M a y 2 0 1 3 f o r t h e 9 1 P r o j e c t a n d i n A p r i l 2 0 1 7 f o r t h e 1 - 1 5 E x p r e s s L a n e s . " U S B a n k s e r v e s a s t h e t r u s t e e f o r a d m i n i s t r a t i o n o f t h e s a l e s t a x b o n d s a n d t h e t o l l - s u p p o r t e d d e b t . T y p i c a l l y , t h e t r u s t e e f u l f i l l s i t s d u t i e s o n b e h a l f o f t h e b o n d i n v e s t o r s a n d T I F I A i n a c c o r d a n c e w i t h t h e t r u s t i n d e n t u r e s o v e r t h e l i f e o f t h e o u t s t a n d i n g d e b t u n l e s s t h e r e i s c a u s e f o r t e r m i n a t i o n a n d a p p o i n t m e n t o f a s u c c e s s o r t r u s t e e . I n J u l y 2 0 1 3 , t h e C o m m i s s i o n c o m p l e t e d t h e f i n a n c i n g f o r t h e $ 1 . 3 1 2 b i l l i o n 9 1 P r o j e c t w i t h t h e i s s u a n c e o f s a l e s t a x b o n d s a n d t o l l r e v e n u e b o n d s a n d t h e e x e c u t i o n o f a T I F I A l o a n . I n s p r i n g 2 0 1 4 , t h e c a p i t a l c o s t e s t i m a t e s f o r t h e 9 1 P r o j e c t w e r e r e v i e w e d a n d r e v i s e d f o r a t o t a l e s t i m a t e d c o s t o f $ 1 . 4 0 7 b i l l i o n . T h e $ 9 5 m i l l i o n e s t i m a t e d c o s t i n c r e a s e w a s p r i m a r i l y r e l a t e d t o h i g h e r t h a n a n t i c i p a t e d r i g h t o f w a y a c q u i s i t i o n c o s t s . S u b s e q u e n t a n n u a l r e v i e w s o f t h e 9 1 P r o j e c t c o s t s , i n c l u d i n g s p r i n g 2 0 1 7 , r e s u l t e d i n n o c h a n g e s t o t h e $ 1 . 4 0 7 b i l l i o n c o s t e s t i m a t e , w h i c h a l s o i n c l u d e s c o n t i n g e n c i e s . A s a r e s u l t o f s u b s t a n t i a l c o m p l e t i o n , a P l a n o f F i n a n c e f o r t h e c o m p l e t i o n o f t h e 9 1 P r o j e c t i s n o w r e q u i r e d . T h e t o l l - s u p p o r t e d d e b t i s n o t s u b j e c t t o t h e 2 0 0 9 M e a s u r e A d e b t l i m i t a s t h e s e b o n d s o r l o a n s a r e s e c u r e d b y a l i e n o n t o l l r e v e n u e s ; h o w e v e r , t h e i n i t i a l M e a s u r e A d e b t l i m i t o f $ 5 0 0 m i l l i o n c o n s t r a i n e d t h e a b i l i t y t o i s s u e a d d i t i o n a l s a l e s t a x r e v e n u e b o n d s s e c u r e d b y a l i e n o n 2 0 0 9 M e a s u r e A r e v e n u e s . 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A s o f J u n e 1 , 2 0 1 7 , t h e p r o j e c t e d a m o u n t o f s a l e s t a x d e b t i s $ 7 7 6 , 2 4 0 , 0 0 0 , e x c l u d i n g a n a u t h o r i z e d b u t u n i s s u e d $ 4 0 m i l l i o n o f c o m m e r c i a l p a p e r n o t e s : D e b t D e s c r i p t i o n A n t i c i p a t e d B a l a n c e a t O c t o b e r 2 0 1 6 P r i n c i p a l M a r c h 2 0 1 7 B a l a n c e a t 6 / 1 / 1 6 R e f u n d i n g P a y m e n t s I s s u a n c e 6 / 1 / 1 7 B o n d s : 2 0 0 9 A , B , C $ 1 3 9 , 1 0 0 , 0 0 0 $ ( 6 3 , 9 0 0 , 0 0 0 ) $ ( 4 , 4 0 0 , 0 0 0 ) $ - $ 7 0 , 8 0 0 , 0 0 0 2 0 1 0 A , B 1 5 0 , 0 0 0 , 0 0 0 - - 1 5 0 , 0 0 0 , 0 0 0 2 0 1 3 A 4 6 2 , 2 0 0 , 0 0 0 - - 4 6 2 , 2 0 0 , 0 0 0 2 0 1 6 A - 7 6 , 1 4 0 , 0 0 0 ( 2 , 9 0 0 , 0 0 0 ) 7 3 , 2 4 0 , 0 0 0 S u b t o t a l - B o n d s C o m m e r c i a l P a p e r 2 0 , 0 0 0 , 0 0 0 ( 2 0 , 0 0 0 , 0 0 0 ) - 2 0 , 0 0 0 , 0 0 0 2 0 , 0 0 0 , 0 0 0 T o t a l O u t s t a n d i n g D e b t $ 7 7 1 , 3 0 0 , 0 0 0 $ ( 7 , 7 6 0 , 0 0 0 ) $ ( 7 , 3 0 0 , 0 0 0 ) $ 2 0 , 0 0 0 , 0 0 0 $ 7 7 6 , 2 4 0 , 0 0 0 S t a f f c o m b i n e d t h e 1 - 1 5 E x p r e s s L a n e s a n d 9 1 P r o j e c t P l a n s o f F i n a n c e a s a s i n g l e f i n a n c i n g t o a c h i e v e f i n a n c i n g e f f i c i e n c i e s . A g e n d a I t e m 8 1 0 6 Plan of Finance 1-15 Express Lanes The financing team has maintained a quantitative model of the financing for the 1-15 Express Lanes since 2015. The most recent version of the model was updated in March to refine market - based assumptions and reflect updated estimates of overall 1-15 Express Lanes capital and operating expenses as a result of recent procurement activities. The projected total capital costs for the 1-15 Express Lanes, excluding financing reserves, is approximately $454.6 million. Approximately $93.8 million of predevelopment costs is expected to have been incurred through financial close; these costs have been funded with available Measure A sources on a pay-as-you- go basis or financed through the Commission's commercial paper program or prior sales tax revenue bond financings. Accordingly, the 1-15 Express Lanes costs to be financed approximate $360.8 million. The financing will also include approximately $30 million in proceeds to retire outstanding commercial paper notes and $14 million for a ramp up reserve fund for operation and maintenance ofthe I-15 Express Lanes based on financial modeling requirements. Therefore, the total 1-15 Express Lanes Plan of Finance is in the approximate amount of $403.9 million; however, it is preliminary and subject to change. 91 Project Completion As previously noted, a Completion Plan of Finance for the 91 Project is needed for approximately $95 million of projected costs through final completion. Approximately $53 million of this amount is related to contingencies, which may or may not be utilized. Assuming that the Commission's $60 million commercial paper program will be maintained after this financing, staff proposes the issuance of commercial paper notes to pay for 91 Project costs related to the use of available contingency. These commercial paper notes would likely be retired at a later date through the issuance of long-term sales tax bonds. Accordingly, the amount that must be currently financed is approximately $42 million. The commercial paper program availability and the completion bonds proceeds aggregate $93,709,531 and cover 98.3 percent of the 91 Project costs to be financed. The remaining $1.6 million, if required, will be paid from available Measure A revenues on a pay-as-you-go basis. Combined Plans of Finance Current financing assumptions for the 1-15 Express Lanes include the issuance of senior lien sales tax revenue bonds in the form of current interest bonds, a TIFIA loan secured by a senior lien on toll revenues, and federal CMAQ and STBG funds. As a result of using the commercial paper program to finance 1-15 Express Lanes costs through financial close and refinancing the outstanding commercial paper notes with premium sales tax bonds, additional sales tax bonds can be issued to fund the 91 Project completion costs. The following is a summary of the most current estimate of sources and uses for the combined 1-15 Express Lanes and 91 Project financing: Agenda Item 8 107 Sourcesl: Sales Tax Bonds Par Amount $ 158,760,000 Premium 17,460,964 TIFIA Loan 151,424,726 CMAC!/STBG Funds 110,000,000 Total Sources $ 437,645,690 Usesl: 1-15 ELP Bonds Proceeds Construction Fund Deposit TIFIA Construction Draws CMACf/STBG Reimbursements Ramp -Up Fund Deposit Repayment of RCTC Commercial Paper 91 Project Bonds Proceeds Construction Fund Deposit $ 98,511,433 151,424,726 110,000,000 14,000,000 30,000,000 33,709,531 Total Uses $ 437,645,690 1 Amounts are subject to change Based on the projected amount of sales tax bonds to be issued for the 1-15 Express Lanes and 91 Project and maintaining the commercial paper program for 91 Project completion, the Measure A sales tax debt limitation will be fully utilized, as indicated below. Measure A Sales Tax Debt Limitation $ 975,000,000 Total Outstanding Debt, projected as of June 1, 2017 Issuance of Commercial Paper in June, as reimbursement to Commission for I-15 ELP costs Total Outstanding Debt, projected prior to financial close Combined I-15 ELP and 91 Project Financing: Issuance of Sales Tax Bonds Retirement of Outstanding Commercial Paper Total Outstanding Debt, projected after I-15 ELP financing requirements Total Debt Capacity Available for Commercial Paper Program and 91 Project Completion $ 776,240,000 10,000,000 786,240,000 158,760,000 (30,000,000) $ 915,000,000 (915,000,000) $ 60,000,000 Additional debt capacity will be available as sales tax bond principal maturities are paid in future years; however, any additional debt issuances will need to be evaluated based on projected Measure A revenues. Sales Tax Revenue Bonds and Commercial Paper Program The 2017 Bonds are proposed to be issued as fixed, long-term callable current interest bonds with projected interest coupon rates ranging from 3 percent to 5 percent (projected yields of 1.52 percent to 4.13 percent) and principal maturities beginning in June 2018 through June 2039. Agenda Item 8 108 Actual interest rates for the bonds will be determined in July during the pricing of the bonds. A debt service reserve fund requirement for the 2017 Bonds is not anticipated (consistent with the other outstanding sales tax revenue bonds). The 2017 Bonds are expected to be issued at a premium, i.e., bondholders are willing to accept a lower yield for higher coupon rates. Premium can only be utilized to pay debt service and will be used to retire the outstanding commercial paper at financial close. Accordingly, the bonds are projected to provide approximately $176.2 million in bond proceeds. A portion of the sales tax bond proceeds will be used to pay costs of issuance, including underwriter's discount. The total costs of issuance for the sales tax bonds and the TIFIA loan are estimated not to exceed $6.1 million, or 1.9 percent. The Commission's policy limits such costs to 2 percent. A portion of the 2017 Bonds proceeds will also be used to retire all of the outstanding commercial paper notes, which amount is projected to be $30 million outstanding as of July 19. The credit and liquidity support for the Commission's commercial paper program is a $60,750,000 irrevocable direct draw letter of credit and reimbursement agreement with State Street Bank and Trust Company (State Street), which expires in October 2017. Shortly after this proposed plan of finance is executed, staff will begin to either negotiate an extension with State Street or procure a substitution of the letter of credit and reimbursement agreement with another bank. Projected debt service coverage of the total outstanding sales tax debt based on projected Measure A sales tax revenues is expected to exceed the Commission's 2 times coverage policy for the sales tax supported debt. TIFIA Loan TIFIA loans may finance up to half of a project's eligible costs; however, USDOT practice is to generally limit TIFIA loans to 33 percent of project's eligible costs. Based on the current 1-15 Express Lanes Plan of Finance and eligible project costs, a $151.4 million TIFIA loan is anticipated, subject to completion of the creditworthiness assessment by TIFIA's financial team. The TIFIA loan interest rate assumed in the financial model is currently estimated at 3.55 percent and is tied to the rate on a 30-year U.S. Treasury Bond plus 1 basis point (0.01 percent). The TIFIA loan interest rate as of May 1 is 2.96 percent; the actual interest rate for the TIFIA loan will be determined in July upon the execution of the TIFIA Loan Agreement. Interest on the TIFIA loan will be payable beginning in June 2025. During the first five years of repayment, only interest payments are required on the TIFIA loan. To the extent that payments of interest result in debt service coverage of at least 1.3 times, the debt service is considered mandatory debt service. Mandatory debt service is required to be paid, and failure to pay results in a default under the TIFIA Loan Agreement. The TIFIA loan will also include payments beginning June 2026 that fully fund all interest and result in total annual TIFIA loan payments that are approximately level for the term of the TIFIA loan. The additional Agenda Item 8 109 payments are considered scheduled debt service. Payment of scheduled debt service is only required if revenues are sufficient to allow its payment. The mandatory TIFIA loan principal maturities are projected to begin in June 2030 through June 2055, which is about 15 years before the expiration of toll authority. The TIFIA loan includes the following key provisions: • The TIFIA loan will have a senior lien on toll revenues; • Minimum 1.3x coverage for all senior and subordinated toll revenue supported debt; • Additional bonds secured by toll revenues can be issued if a minimum 1.5x coverage requirement is met and the TIFIA lender approves; • Completion bonds may be issued should that prove necessary due to unexpected cost increases or delays; • An estimated $14 million ramp up reserve fund for initial years' operations will be funded from a combination of sales tax bond proceeds, up to a 5 percent working capital limit per federal tax regulations, and Commission Measure A contributions; • An estimated $18 million TIFIA loan reserve will be established from the proceeds of a Measure A loan (Initial Loan) of $3 million per year beginning with FY 2018/19 through FY 2023/24 to the extent that net toll revenues, after funding higher priorities in the flow of funds, are not available; • A contingent Measure A loan (Contingent Backstop Loan) will be provided during FY 2024/25 through FY 2038/39 to an annual maximum amount of $3.85 million and up to a cumulative total of $38.5 million from Measure A receipts as needed to pay operation and maintenance costs and debt service not covered by net toll revenues; • Repayment of the Commission's Initial Loan and Contingent Backstop Loan is projected to be at an interest rate of 4 percent and subject to meeting certain blocked, or restricted, payment conditions; and • Net toll revenues remaining after payment on the TIFIA loan, any toll revenue bonds issued on a parity or subordinated basis to the TIFIA loan, and the Commission's Initial Loan and Contingent Backstop Loan will be applied equally to prepayment of the TIFIA loan and to release to the Commission for other projects in the corridor. The Commission's commitment of Measure A funds related to the Initial Loan and Contingent Backstop Loan is included in Section 52.04 of the Seventh Supplemental Sales Tax Indenture (Seventh Supplemental Indenture). The TIFIA loan reserve amount and requirement for the Contingent Backstop Loan are based on quantitative modeling efforts to achieve an investment grade rating under a rating case from Fitch Ratings (Fitch); the rating case assumed default scenarios in which projected toll revenues were subjected to extreme stress, both through initial additional reduction by 25 percent (from already stressed projections) and through reduction of the annual rate of growth in toll revenues. An investment grade rating is a requirement for the TIFIA loan. Agenda Item 8 110 Under the Seventh Supplemental Indenture, Measure A sales tax revenues will be accumulated by the sales tax bonds trustee and deposited in the 1-15 Trust Fund up to the annual maximum. If net toll revenues are not sufficient to fund the annual cap amounts of $3 million for the Initial Loan and $3.85 million for the Contingent Backstop Loan, such amounts will be transferred by the sales tax trustee to the toll trustee. Flow of Funds for Toll Operations Toll operations for the 1-15 Express Lanes will be provided by Kapsch. Toll revenues and other non -toll related revenues will be deposited by Kapsch on a daily basis with the trustee. These revenues will be required to fund certain costs and reserves in order of priority. Article V of the draft Toll Revenue Bonds Master Indenture and First Supplemental Indenture (Toll Indentures) list the priority of the flow of funds, as follows; however, this is subject to completion of TIFIA negotiations: • Operations and maintenance fund, including ramp up reserve; • Rebate fund; • Senior Lien obligations (including TIFIA mandatory) interest fund; • Senior Lien obligations (including TIFIA mandatory) principal fund; • Senior Lien obligations (including TIFIA) debt service reserve fund replenishment, if required; • Scheduled TIFIA debt service interest obligations fund; • Repair and rehabilitation fund; • Scheduled TIFIA debt service principal obligations fund; • Second Lien obligations debt service payments and reserve fund (reserved); • Subordinate obligations debt service payments and reserve fund (reserved; • Holding fund, subject to blocked payment conditions; • Commission loan payments; • Capital expenditures (reserved); • Residual fund to be shared with TIFIA on a 50/50 basis; and • Surplus account for Commission's share of residual fund. Events of default identified in Section 7.01 of the draft Toll Indentures, and subject to completion of TIFIA negotiations, are as follows: • Default in payment of any interest or principal on any bond when due; • Default in observance or performance of any other covenant or agreement of Commission contained in the Indentures for a period of 30 days after written notice; and • Occurrence and continuance of a bankruptcy -related event of the Commission. Should an event of default occur, the Toll Indentures specify the application of revenue and other funds after a default. Agenda Item 8 111 Alternative Financing Plans Assuming the successful execution of a TIFIA loan, the current quantitative model does not anticipate the issuance of toll revenue bonds given the difference in borrowing costs. The financial team has been negotiating the terms of a TIFIA loan with the USDOT for several months. Staff is pleased to report the Commission's financial team reached general agreement on substantially all key business terms and conditions. The financing schedule anticipated that TIFIA staff would present the 1-15 Express Lanes loan package assessment to a USDOT internal credit review team in mid -May, which would be followed by an invitation from the USDOT to submit an application for a loan shortly thereafter. The Commission is preparing such an application based on the current status of TIFIA negotiations, such that the application will be ready for submittal to TIFIA immediately upon receipt of the invitation. The application will then be reviewed by the TIFIA credit review team in early June. If the application is satisfactory, the credit review team will then recommend approval of the loan to the TIFIA Council on Credit and Finance (TIFIA Council). At a meeting in late June, the TIFIA Council is expected to submit a final recommendation for loan approval to the USDOT Secretary. In late March, TIFIA staff advised the Commission that key positions on the TIFIA Council had not yet been appointed by the President or confirmed by the Senate. The Deputy Secretary of the USDOT usually serves as the chair of the TIFIA Council. A Deputy Secretary has been nominated and approved by a House committee; however, his nomination is awaiting Senate confirmation; staff does not have a prediction as to when confirmation will occur. No other TIFIA Council positions have been nominated for appointment by the President. Without USDOT leadership positions filled, and no expectation the positions will be filled in time to meet the key milestones necessary to maintain 1-15 Express Lanes's schedule, a degree of uncertainty exists regarding how the next few months will unfold with regard to the TIFIA loan. In the meantime, TIFIA and Commission financial teams continue to proceed with the creditworthiness assessment phase of the TIFIA loan as if the loan and project remain on schedule. The Commission's government relations team engaged Representative Ken Calvert (CA-42) to assist with communicating with the Presidential Administration regarding the urgency for decision -making at the USDOT. Accordingly, the Commission's financial team has developed at least one alternative plan of finance in which the TIFIA loan would be replaced by the issuance of toll revenue bonds; however, the proceeds from the issuance of toll revenue bonds are projected to approximate $114 million requiring an increase in Measure A bonds and related premium of $55.9 million and $7.1 million, respectively. Therefore, the plan of finance would increase approximately $25.6 million from $403.9 million to $429.5 million. If additional sales tax bonds of $55.9 million are issued, this would require the termination of the commercial paper program and the use of available Measure A funds, including possible internal loans, to finance the 91 Project completion costs. This alternative is not desirable but must be considered. Agenda Item 8 112 Staff is also considering a potential financing scenario under which the closing of the TIFIA loan is delayed beyond 2017, but can still be completed in a reasonable time. This would involve short-term bridge financing, such as notes, loan, or line of credit with a private lender — potentially one or more of the underwriting firms currently selected for the sales tax revenue bonds. The notes, loan, or draws on the line of credit would be repaid from proceeds of the TIFIA loan. Staff anticipates a decision to pursue the current and at least one of the alternative plans of finance will need to be made in early May in order to maintain the schedule for financial close on July 19. Therefore, to provide flexibility to the Commission's management and financial teams, staff recommends the Commission authorize sales tax revenue bonds in an amount not to exceed $218,760,000 (maximum available capacity under Measure A debt limitation) and toll revenue bonds, including a TIFIA loan, in an amount not to exceed $165 million. If either the toll revenue bonds or short-term bridge financing scenario is employed, staff will likely return to the Commission in June for specific approval of the related documents applicable to the specific scenario. The finance team will continue to update the quantitative financial model with current schedule estimates, interest rate assumptions, and final TIFIA negotiation and other matters. Such updates to the model through pricing of the bonds and financial close may result in some changes to the sales tax and toll revenue supported debt amounts in order to maximize the efficiency of the plan of finance. As a result, the staff recommendation for a maximum amount of toll bonds is slightly above the projected TIFIA loan amount and possible toll revenue bonds issuance. Financing Team and Related Documents The financing team that participated in the development of this proposed plan of finance, preparation, and negotiation of the required documents includes the following key members: • Financial Advisor— Fieldman, Rolapp & Associates, Inc. (Fieldman); • Bond Counsel — Orrick Herrington & Sutcliffe LLP; • Disclosure Counsel — Norton Rose Fulbright US LLP; • General and TIFIA Counsel — Best, Best & Krieger LLP; • Senior Underwriters — BofAML, Goldman, and Barclays; • Co -managing Underwriters —Academy Securities (a veteran -owned business) and Fidelity Capital Markets; • Project and Construction Manager — Parsons; • Traffic and Revenue Consultant — Stantec; and • Trustee — US Bank. The following is a summary of draft documents related to the 1-15 Express Lanes Plan of Finance and completion of the 91 Project to be approved by the Commission: Agenda Item 8 113 2017 Bonds TIFIA Loan Resolution 17-006 Official Statement Master Indenture Continuing Disclosure Agreement First Supplemental Indenture Seventh Supplemental Indenture TIFIA Loan Agreement Bond Purchase Agreement Drafts of the documents are included as attachments to this staff report for approval and consist of the following: • Resolution No. 17-006 (draft) authorizing the issuance and sale of a not to exceed amount of sales tax revenue bonds including the execution and delivery of the Supplemental Indenture, Purchase Contract, Official Statement, and Continuing Disclosure Agreement; a toll revenue bond financing of a not to exceed amount including the execution and delivery of the Master Indenture, First Supplemental Indenture, and TIFIA Loan Agreement; and the taking of all other actions necessary in connection with this transaction (Attachment 1); • Preliminary Official Statement (draft) for the 2017 Bonds (Attachment 2); • Seventh Supplemental Indenture between the Commission and the trustee (draft) regarding the terms and conditions of the issuance of the 2017 Bonds (Attachment 3); • Continuing Disclosure Agreement (draft) between the Commission and the dissemination agent for the 2017 Bonds (Attachment 4); • Purchase Contract (draft) between the Commission and the underwriters regarding the purchase of the 2017 Bonds (Attachment 5); • Master Indenture between the Commission and the trustee (draft) regarding the terms and conditions of the issuance of the 1-15 Express Lanes Toll Revenue Bonds (Attachment 6), • First Supplemental Indenture between the Commission and the trustee (draft) regarding the terms and conditions of the TIFIA loan (Attachment 7); and • TIFIA Loan Agreement between the Commission and USDOT (draft) regarding the terms and conditions of the TIFIA loan (Attachment 8). Staff recommends approval of the estimated costs of issuance of $6.1 million for the issuance of the 2017 Bonds and securing of a TIFIA loan as well as the execution of related professional services agreements or amendments to agreements. The costs of issuance consist of underwriting fees and expenses as well as other costs related primarily to issuer counsel, bond counsel, tax counsel, disclosure counsel, financial advisor, TIFIA, and rating agencies. As part of the action to authorize the issuance of the 2017 Bonds, the Commission will approve the form of the Preliminary Official Statement and authorize its distribution in connection with the sale of the bonds, as well as the preparation of a final Official Statement once the bonds have been priced. These offering documents are required under state and federal securities laws prohibiting the offer and sale of securities such as the 2017 Bonds, unless all matters that Agenda Item 8 114 would be material to an investor in the bonds have been adequately disclosed and there is no omission of material facts. Furthermore, under rules of the Securities and Exchange Commission, the underwriters cannot purchase the bonds unless they have received a substantially final offering document, which discloses all material information that they reasonably believe to be true and correct. The Commissioners serving on the Board as the governing body of the issuer of the 2017 Bonds are expected to read and be familiar with the information described in the draft Preliminary Official Statement included with this staff report. The Commissioners may employ the services of experts to take the lead in the drafting and review of the Official Statement and to provide financial projections included in the Official Statement; however, the Commissioners have the duty to review the information and bring to the attention of those responsible for the preparation of the offering document any misstatements or omissions in the draft and to ask questions if they are unclear about the information or their role. Staff encourages Commissioners to make a full review of the entire Preliminary Official Statement, as, under federal securities law, the Commission is responsible for the entire document. Particular attention, however, should be directed to the information presented under the following sections of the Preliminary Official Statement: "Plan of Finance," "The Sales Tax," "Riverside County Transportation Commission," "The 1-15 Express Lanes Project," and "Risk Factors." Members of the financing team will be available at the Committee and Commission meetings to respond to the identification of any misstatements, omissions, or to such questions. Anticipating approval for this transaction, the schedule of subsequent activities related to the financing is as follows: TIFIA invitation to submit application Submittal of TIFIA application Posting of preliminary official statement Investor roadshow and calls/meetings, if needed TIFIA Council approval of TIFIA loan Pricing activities TIFIA Loan Agreement execution Financing closing activities May 18 May 18 June 19 June 19-30 June 21 July 11-12 July 18 July 18-19 Changes to these documents may be necessary as a result of continuing development by the financing team, meetings with the rating agencies, and continuing negotiations with TIFIA. Staff will discuss significant unresolved matters that may affect these documents at the Commission meeting. Since general legal counsel is a key member of the financing team, staff recommends the Executive Director or Chief Financial Officer be authorized to approve and execute the final documents, as applicable. Agenda Item 8 115 Financial Impact Proceeds from the 2017 Bonds will be received upon issuance of the bonds; the TIFIA loan will be drawn upon monthly in connection with cost reimbursement requisitions. Costs of issuance, currently estimated at $6.1 million, will be paid from bond proceeds. Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2017/18 FY 2018/19+ Amount: $293,691,000 (revenues and other financing sources) $6,100,000 (expenditures) $143,954,700 (revenues and other financing sources) Source of Funds: Sales tax bond proceeds and 2009 Measure A Western County highway and bond financing sales tax revenues, toll revenue bonds/TIFIA loan, federal CMAQ and STBG funds Budget Adjustment: No N/A GL/Project Accounting No.: XX3027 000 59102 307 31 59102 (sales tax bond proceeds) 003027 000 59102 262 31 59102 (TIFIA loan) 003027 414 41403 262 3141401 (CMAQ/STBG funds) XX3027 96103 307 31 96103 (costs of issuance) Fiscal Procedures Approved: \j/ite,vil� Date: 04/17/2017 Attachments: 1) Resolution No. 17-006 (draft) 2) Preliminary Official Statement (draft) 3) Seventh Supplemental (Sales Tax) Indenture (draft) 4) Continuing Disclosure Agreement (draft) 5) Bond Purchase Contract (draft) 6) Master (Toll) Indenture (draft) 7) First Supplemental (Toll) Indenture (draft) 8) TIFIA Loan Agreement (draft) Agenda Item 8 116 ATTACHMENT 1 OH&S Draft — 4/27/17 NO. 17-006 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED $218,760,000 AGGREGATE PRINCIPAL AMOUNT OF RIVERSIDE COUNTY TRANSPORTATION COMMISSION SALES TAX REVENUE BONDS (LIMITED TAX BONDS) IN ONE OR MORE SERIES, INCLUDING THE EXECUTION AND DELIVERY OF A SEVENTH SUPPLEMENTAL INDENTURE, A PURCHASE CONTRACT, AN OFFICIAL STATEMENT, AND A CONTINUING DISCLOSURE AGREEMENT, AND THE AUTHORIZATION OF A TOLL REVENUE BOND FINANCING OF THE I-15 EXPRESS LANES PROJECT IN AN AMOUNT NOT TO EXCEED $165,000,000 (EXCLUDING COMPOUNDED INTEREST), INCLUDING THE EXECUTION AND DELIVERY OF A MASTER INDENTURE, A FIRST SUPPLEMENTAL INDENTURE AND A LOAN AGREEMENT RELATING TO TRANSPORTATION INFRASTRUCTURE FINANCE AND INNOVATION ACT PROGRAM CREDIT ASSISTANCE, AND THE TAKING OF ALL OTHER ACTIONS NECESSARY IN CONNECTION THEREWITH WHEREAS, the Riverside County Transportation Commission (the "Commission") is a county transportation commission duly organized and existing pursuant to the County Transportation Commissions Act, being Division 12 of the Public Utilities Code of the State of California (Section 130000 et seq.) (as amended, the "Act"); WHEREAS, the Commission is authorized pursuant to the Riverside County Transportation Sales Tax Act, being Division 25 of the Public Utilities Code of the State of California (Section 240000 et seq.) (the "Sales Tax Act"), to, among other things, and with voter approval, levy a retail transactions and use tax in accordance with the provisions of Part 1.6 (commencing with Section 7251) of Division 2 of the California Revenue and Taxation Code (the "Sales Tax Law") and to issue limited tax bonds payable from the proceeds of such tax; WHEREAS, the Commission adopted Ordinance No. 02-001, named the "Transportation Expenditure Plan and Retail Transaction and Use Tax Ordinance" (the "Ordinance No. 02-001 ") on May 8, 2002, pursuant to the provisions of the Sales Tax Act, which Ordinance provides for the imposition of a retail transactions and use tax (the "Sales Tax") applicable in the incorporated and unincorporated territory of Riverside County (the "County") in accordance with the provisions of the Sales Tax Law at the rate of one-half of one percent (1/2%) commencing July 1, 2009 and continuing for a period not to exceed thirty (30) years; WHEREAS, by its terms, the Ordinance became effective at the close of the polls on November 5, 2002, the day of the election at which the proposition imposing the Sales Tax was approved by more than two-thirds of the electors voting on the measure; WHEREAS, the Ordinance empowers the Commission to sell or issue, from time to time, on or before the collection of the Sales Tax, bonds, or other evidences of indebtedness (collectively, the "Sales Tax Debt"), the proceeds of which will fund capital expenditures for various purposes, including to carry out the transportation projects described in the Riverside OHSUSA:766606664.7 117 County Transportation Improvement Plan, adopted as part of the Ordinance, including any future amendments thereto (the "Expenditure Plan"); WHEREAS, on July 14, 2010, the Commission adopted Ordinance No. 10-002 (the "Ordinance No. 10-002" and, collectively with Ordinance No. 02-001, as amended from time to time, the "Ordinance") providing that the aggregate principal amount of Sales Tax Debt at any one time outstanding shall not exceed $975 million; WHEREAS, by its terms, the Ordinance No. 10-002 became effective at the close of the polls on November 2, 2010, the day of the election at which the proposition relating to the Ordinance No. 10-002 was approved by more than a majority of electors voting on the measure; WHEREAS, the Ordinance authorizes the Commission to apply proceeds of the Sales Tax (the "Sales Tax Revenues") for transportation purposes, including the construction, capital, acquisition, maintenance and operation of streets, roads, highways, including state highways, and for related purposes; WHEREAS, the Commission is further authorized by Section 240309 of the California Public Utilities Code to issue from time to time limited tax bonds (defined to include indebtedness and securities of any kind or class, including sales tax revenue bonds), secured and payable in whole or in part from Sales Tax Revenues; WHEREAS, pursuant to Streets and Highways Code Sections 149.7 and 149.8, including Chapter 421 of the California Statutes of 2008 (Assembly Bill 1954) (the "Toll Act"), the Commission is authorized to set, levy and collect tolls, user fees, or other similar charges, payable for use of high -occupancy toll ("HOT") lanes and other facilities in the Interstate 15 (referenced in the Toll Act as State Highway Route 15) (the "I-15") corridor in Riverside County (the "Toll Road"), and to issue one or more series of bonds or other obligations (the "Toll Revenue Bonds") pursuant to the terms and conditions of a resolution adopted by a two-thirds vote of the Commission, which Obligations may be payable from the proceeds of such tolls (the "Toll Revenues") and any other source of revenues available to the Commission and pledged as security for the Toll Revenue Bonds; WHEREAS, the Act authorizes Toll Revenue Bonds to be issued for the purpose of financing the planning, design, development, financing, construction, reconstruction, rehabilitation, improvement, acquisition, lease, operation, or maintenance, or any combination of these, with respect to tolled and non -tolled facilities, structures, auxiliary lanes, on -ramps, turnarounds, connector roads, bridges, and roadways that are on, necessary for, or related to the construction or operation of the I-15 Express Lanes in northern Riverside County, including the construction of one to two tolled express lanes extending approximately 15 miles in each direction between the I-15/Cajalco Road interchange in Corona and I-15/SR-60 interchange just south of the Riverside/San Bernardino County line and the installation of an electronic toll enforcement and collection system (the "I-15 Express Lanes Project"); WHEREAS, the Commission submitted an application to the California Transportation Commission (the "CTC") to develop the I-15 Express Lanes Project, and pursuant thereto, the -2- OHSUSA:766606664.7 118 CTC conducted two public hearings and determined the application was eligible and submitted the same for legislative approval which was obtained and codified in the Toll Act; WHEREAS, pursuant to Chapter 6.5 (commencing with Section 6800) of Part 1 of Division 2 of the Public Contract Code, the Commission is authorized to employ the design - build method of procurement in connection with the I-15 Express Lanes Project; WHEREAS, the California Department of Transportation ("Caltrans") and the Commission have entered into Agreement No. 17-31-002-00, the CALTRANS/RCTC Toll Facility Agreement (Including Real Property Lease) Interstate 15 Express Lanes in Riverside County on September 29, 2016, by and between the Commission and Caltrans (the "Toll Facility Agreement"); WHEREAS, Caltrans and the Commission have entered into the Cooperative Agreement No. 16-31-038-00 for Design -Build of the I-15 Express Lanes Project on May 31, 2016, as required by Public Contract Code Section 6821, by and between the Commission and Caltrans (as further defined herein, the "Caltrans DB Cooperative Agreement"); WHEREAS, Caltrans served as lead agency for environmental review, analysis and approval of the I-15 Express Lanes Project pursuant to the requirements of the California Environmental Quality Act ("CEQA"), and in such capacity prepared a Mitigated Negative Declaration and Initial Study ("MND") for the project; WHEREAS, Caltrans adopted the MND, adopted an Environmental Commitments Record ("Mitigation Monitoring and Reporting Program") and approved the I-15 Express Lanes Project on May 4, 2016; WHEREAS, the Federal Highway Administration ("FHWA") assigned, and Caltrans assumed, environmental responsibilities for this project under the National Environmental Policy Act ("NEPA"), and Caltrans approved an Environmental Assessment with a Finding of No Significant Impact on May 4, 2016, and published a notice of this approval in the Federal Register on June 17, 2016; WHEREAS, the Commission has completed its environmental assessment of the I-15 Express Lanes Project following consideration of the MND and Mitigation Monitoring and Reporting Program, and has approved Resolution No. 06-012 on July 13, 2016, adopting the Mitigation Monitoring and Reporting Program and approving the I-15 Express Lanes Project; WHEREAS, the Commission anticipates submitting an application to the United States Department of Transportation (the "Department of Transportation") for Federal project credit assistance under the Transportation Infrastructure Finance and Innovation Act, codified under Sections 601-609 of title 23 of the United States Code, and the Commission anticipates full approval for project credit assistance in an original amount (excluding compounded interest) of not to exceed one hundred sixty-five million dollars ($165,000,000) (the "TIFIA Loan"), to fund a portion of the I-15 Express Lanes Project; WHEREAS, that certain Master Indenture, dated as of July 1, 2017 (the "Toll Revenue Bond Indenture"), by and between the Commission and U.S. Bank National Association (the -3- OHSUSA:766606664.7 119 "Toll Trustee"), will secure the Commission's obligation to repay the TIFIA Loan from Toll Revenues pursuant to the terms of the Toll Revenue Bond Indenture as supplemented by a First Supplemental Indenture (the "First Supplemental Indenture") and a loan agreement to be entered into by and between the Commission and the Department of Transportation, acting by and through the Executive Director of the Build America Bureau (the "TIFIA Loan Agreement"); WHEREAS, if the TIFIA Loan is not obtained or delayed, the Commission will issue Toll Revenue Bonds, including in the form of a bridge loan or a line of credit (the "Toll Revenue Bonds") under the Toll Revenue Bond Indenture and the First Supplemental Indenture will secure the repayment of Toll Revenue Bonds; WHEREAS, the Commission hereby determines to issue its Toll Revenue Bond, 2017 TIFIA Series, (the "TIFIA Toll Bond" and collectively, with the Toll Revenue Bonds, the "Toll Obligation") in a principal amount not to exceed one hundred sixty-five million dollars ($165,000,000) (excluding compounded interest) under the Toll Revenue Bond Indenture to evidence the principal and interest obligations payable from the Toll Revenues; WHEREAS, the Commission has heretofore issued its Sales Tax Revenue Bonds (Limited Tax Bonds) in the aggregate principal amount of $756,240,000 (the "Outstanding Sales Tax Bonds"), pursuant to an indenture, dated as of June 1, 2008, as amended and supplemented, including by a second supplemental indenture, dated as of October 1, 2009, a third supplemental indenture, dated as of November 1, 2010, a fourth supplemental indenture, dated as of September 1, 2011, a fifth supplemental indenture, dated as of June 1, 2013, and a sixth supplemental indenture, dated as of October 1, 2016 (collectively, and as subsequently amended from time to time, the "Sales Tax Revenue Bond Indenture"), each by and between the Commission and U.S. Bank National Association, as trustee (the "Sales Tax Trustee"); WHEREAS, the Commission has heretofore authorized the issuance from time to time of its Commercial Paper Notes (Limited Tax Bonds), Series A and Series B (the "CP Notes"), pursuant to an indenture, dated as of March 1, 2005, by and between the Commission and U.S. Bank National Association, as trustee and an issuing and paying agent agreement, dated as of March 1, 2005, and a first supplement to issuing and paying agent agreement, dated as of April 1, 2012, each by and between the Commission and U.S. Bank Trust National Association, as issuing and paying agent (collectively, the "CP Documents"); WHEREAS, the Commission previously determined pursuant to Resolution No. 13-021 adopted by the Commission on September 11, 2013, to permanently decrease the aggregate principal amount of CP Notes authorized to be issued and outstanding pursuant to the CP Documents to the Series A Notes in an amount not to exceed sixty million dollars ($60,000,000) and amended related agreements in connection therewith and it may be necessary to further amend the CP Documents to decrease or eliminate the amount of CP Notes authorized to be issued or replace the existing letter of credit providing credit and liquidity support for the CP Notes; WHEREAS, the Commission hereby determines that one or more new series or subseries of bonds in an aggregate principal amount not to exceed two hundred eighteen million seven hundred sixty thousand dollars ($218,760,000) and payable on a parity with the -4- OHSUSA:766606664.7 120 Outstanding Sales Tax Bonds is necessary in order to finance (i) funds for portions of the I-15 Express Lanes Project authorized in the Expenditure Plan, including the reimbursement of prior Commission expenditures on such project (ii) funds related to the construction or operation of the portions of the State Highway Route 91 between the Orange and Riverside County line to the west and State Highway Route 15 to the east (the "Riverside SR-91 Corridor Improvement Project") authorized in the Expenditure Plan, (iii) the refunding of all or a portion of the outstanding CP Notes, and (iv) the costs of issuance incurred in connection with such bonds, and the Commission has determined that such bonds in an amount not to exceed such principal amount or such lesser principal amount as when combined with the then Outstanding Sales Tax Revenue Bonds and the obligations under the CP Documents will not exceed the aggregate amount of $975,000,000 shall be issued, secured by the Sales Tax Revenues and entitled, "Riverside County Transportation Commission Sales Tax Revenue Bonds (Limited Tax Bonds), Series 2017" (the "Series 2017 Sales Tax Bonds"); WHEREAS, the Series 2017 Sales Tax Bonds authorized herein are subject to Chapter 9 of Title 10 of Part 2 of the Code of Civil Procedure of the State of California, (Section 860 et seq.) and, pursuant thereto, will be conclusively valid and binding on the sixty-first day following the approval and adoption of this Resolution by the Commission absent any action taken thereunder by any interested party; WHEREAS, the Commission has heretofore expended approximately $62,000,000 of its Sales Tax Revenues on the I-15 Express Lanes Project and expects that an additional allocation of Sales Tax Revenues, in an aggregate amount not expected to exceed sixty-five million dollars ($65,000,000) (the "Additional Allocation"), may be required to support the Toll Bond financing of the I-15 Express Lanes Project, in accordance with the terms of the Toll Revenue Bonds Indenture, including the Commission Initial and Backstop Loans contained therein, in order to obtain federal support in the form of the TIFIA Loan and provide for initial operations; WHEREAS, the Commission has projected approximately $95,312,000 of additional costs related to the Riverside SR-91 Corridor Improvement Project related primarily to increased right of way acquisition costs; WHEREAS, the following documents have been prepared and presented to the Commission (collectively, the "Project Financing Documents"): (1) a proposed form of Seventh Supplemental Indenture (the "Seventh Supplemental Sales Tax Revenue Bond Indenture"), by and between the Commission and the Sales Tax Trustee, providing for the issuance of the Series 2017 Sales Tax Bonds; (2) a proposed form of bond purchase agreement setting forth the terms of sale of the Series 2017 Sales Tax Bonds (the "Sales Tax Purchase Contract"), in an aggregate principal amount not to exceed two hundred eighteen million seven hundred sixty thousand dollars ($218,760,000), which the Commission proposes to enter into with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co. LLC, and Barclays Capital, Inc., as representatives, acting on behalf of themselves and -5- OHSUSA:766606664.7 121 Academy Securities and Fidelity Capital Markets (collectively, the "Sales Tax Bond Underwriters"); (3) a proposed form of official statement in preliminary form to be distributed in connection with the offering and sale of the Series 2017 Sales Tax Bonds (the "Official Statement"); (4) a proposed form of Continuing Disclosure Agreement to be executed and delivered by the Commission to assist the Sales Tax Bond Underwriters in satisfying their respective obligations under Rule 15c2-12 promulgated by the Securities and Exchange Commission; (5) a proposed form of Toll Revenue Bond Indenture and First Supplemental Indenture, each by and between the Commission and the Toll Trustee; and (6) a proposed form of TIFIA Loan Agreement, by and between the Commission and the Department of Transportation, providing the repayment terms of the TIFIA Loan and related covenants; and WHEREAS, the Commission has been presented with proposed forms of the Project Financing Documents relating to the financings described herein (the "Project Financing"), and the Commission has examined and approved each document and desires to authorize and direct the execution of such documents as are specified herein and such other documents as are necessary in connection with the Project Financing and to authorize and direct the consummation of such financings; NOW THEREFORE, THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION RESOLVES: Section 1. The Commission finds and determines that the foregoing recitals are true and correct and makes them an effective part of this Resolution by incorporating them herein by reference. Section 2. The issuance by the Commission of not to exceed $218,760,000 aggregate principal amount of Riverside County Transportation Commission Sales Tax Revenue Bonds (Limited Tax Bonds), Series 2017, or such lesser principal amount as when combined with the then Outstanding Sales Tax Revenue Bonds and the obligations under the CP Documents will not exceed the aggregate amount of $975,000,000, in accordance with the provisions set forth in the Sales Tax Revenue Bond Indenture and the Seventh Supplemental Sales Tax Revenue Bond Indenture, in one or more series or subseries, is hereby authorized and approved. Section 3. The proposed form of Seventh Supplemental Sales Tax Revenue Bond Indenture presented to this meeting and the terms and conditions thereof are hereby approved. The structure, date, maturity date or dates (not to exceed June 1, 2039), fixed interest rate or rates (such rates not to exceed a maximum of 6.00% per annum), interest payment dates, forms, registration privileges, place or places of payment, terms of redemption, mandatory purchase, additional series designation and number thereof and other terms of the Series 2017 Sales Tax Bonds shall be (subject to the foregoing limitations) as provided in the Sales Tax Revenue Bond Indenture and the Seventh Supplemental Sales Tax Revenue Bond Indenture as finally executed and delivered. -6- OHSUSA:766606664.7 122 The Executive Director is hereby authorized and directed, for and in the name and on behalf of the Commission, to execute and deliver the Seventh Supplemental Sales Tax Revenue Bond Indenture, in substantially said form, with such changes therein as the officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 4. The proposed form of Purchase Contract presented to this meeting and the terms and conditions thereof are hereby approved. The Executive Director is hereby authorized and directed, for and in the name and on behalf of the Commission, to sell the Series 2017 Sales Tax Bonds to the Sales Tax Bond Underwriters pursuant to the Purchase Contract, with the Sales Tax Bond Underwriters' compensation not to exceed 1.00% of the principal amount of the Series 2017 Sales Tax Bonds, and to execute and deliver the Purchase Contract, in substantially said form, with such changes therein as the officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 5. The proposed form of Official Statement presented to this meeting is hereby approved. The Executive Director is hereby authorized and directed to execute and deliver the Official Statement in substantially said form with such changes, insertions and deletions as may be approved by the Executive Director, said execution being conclusive evidence of such approval; and the Executive Director is hereby authorized to execute a certificate confirming that the Official Statement in preliminary form is "deemed final" by the Commission for purposes of Securities and Exchange Commission Rule 15c2-12. The distribution by the Sales Tax Bond Underwriters of copies of the Official Statement in final form to all actual purchasers of the Series 2017 Sales Tax Bonds, and the distribution by the Sales Tax Bond Underwriters of the Official Statement in preliminary form to potential purchasers of the Series 2017 Sales Tax Bonds, is hereby authorized and approved. Section 6. The proposed form of Continuing Disclosure Agreement presented to this meeting is hereby approved. The Executive Director is hereby authorized and directed, for and in the name and on behalf of the Commission, to execute and deliver the Continuing Disclosure Agreement in substantially said form, with such changes therein as such officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof Section 7. The proposed form of TIFIA Loan Agreement presented to this meeting and the terms and conditions thereof are hereby approved. The issuance of the Toll Obligation in the principal amount not to exceed $165,000,000 (excluding compounded interest), the structure, date, maturity date (not to exceed the date that is thirty-five (35) years after the date of substantial completion of the I-15 Express Lanes Project), fixed interest rate or rates (such rates not to exceed a maximum of 8.00% per annum), interest payment dates and provisions (including deferred and compounded interest), place or places of payment, terms of prepayment and other terms of the Toll Obligation shall be (subject to the foregoing limitations) as provided in the TIFIA Loan Agreement or, in the alternative, the Toll Revenue Bonds and the Toll Revenue Bond Indenture, as finally executed and delivered. The Executive Director is hereby authorized and directed, for and in the name and on behalf of the Commission, to execute and deliver the Toll Obligation, in substantially said form, -7- OHSUSA:766606664.7 123 with such changes therein as the officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. The Executive Director is hereby further authorized and directed, for and in the name and on behalf of the Commission, to execute and deliver any additional documents, including the First Supplemental Toll Revenue Bond Indenture, which the Executive Director may deem necessary or desirable, following consultation with bond counsel to the Commission, to establish the TIFIA Loan Agreement as a Toll Revenue Bond or to issue Toll Revenue Bonds, secured and payable upon the terms set forth in the TIFIA Loan Agreement (if executed) and the Toll Revenue Bond Indenture. Section 8. The Toll Revenue Bond Indenture and the First Supplemental Indenture, as presented to this meeting, and the terms and conditions thereof are hereby approved. The structure, date, maturity date or dates (not to exceed 35 years following the date on which the Toll Road is opened for public use), fixed or variable interest rate or rates (such rates not to exceed a maximum of 8% per annum for fixed and 12% per annum for variable rates, or methods of determining the same, interest payment dates, forms, registration privileges, place or places of payment, terms of redemption, tender, mandatory purchase, additional series designation and number thereof and other terms of the Toll Obligation, shall as provided in the Toll Revenue Bond Indenture and First Supplemental Indenture, as finally executed and delivered. The Executive Director is hereby authorized and directed, for and in the name and on behalf of the Commission, to execute and deliver the Toll Revenue Bond Indenture, including the Master Indenture and the First Supplemental Indenture, in substantially said forms, with such additional changes therein as the officer executing the same may require or approve, including, without limitation, changes as may be necessary to provide interim or bridge loan financing and security and to assign, pledge or mortgage the Commission's right, title and interest, to the extent permitted by law, in any agreements relating to the Toll Road, including, without limitation, the design, construction, operation and maintenance thereof, such approval to be conclusively evidenced by the execution and delivery thereof. Section 9. Each of the Executive Director, the Deputy Executive Director of the Commission or the Chief Financial Officer of the Commission, acting singly (each an "Authorized Officer"), is hereby authorized and directed to give all approvals, consents, directions, notices, orders and requests, and to take any other actions permitted by or required under the letter of credit providing credit and liquidity support for outstanding CP Notes and all documents related thereto, including, without limitation, to terminate the CP Program, decrease the aggregate principal amount of CP Notes support provided by, or execute and deliver any amendment to or replacement of, any such letters of credit or such related documents as may be necessary or desirable in connection with the refunding or defeasance of the outstanding CP Notes upon the issuance of the Series 2017 Bonds without further authorization or direction by the Commission. Section 10. Each Authorized Officer is hereby authorized and directed to enter into or to instruct the Sales Tax Trustee to enter into one or more investment agreements (hereinafter collectively referred to as the "Investment Agreement") providing for the investment of moneys in any of the funds and accounts created under the Sales Tax Revenue Bond Indenture, including the Seventh Supplemental Sales Tax Revenue Bond Indenture, on such terms as the Authorized -8- OHSUSA:766606664.7 124 Officer executing the same shall deem appropriate. Pursuant to Section 5922 of the California Government Code, the Commission hereby finds and determines that the Investment Agreement will reduce the amount and duration of interest rate risk with respect to amounts invested pursuant to the Investment Agreement and is designed to reduce the amount or duration of payment, rate, spread or similar risk or result in a lower cost of borrowing when used in combination with the Series 2017 Sales Tax Bonds, or enhance the relationship between risk and return with respect to investments. Section 11. All approvals, consents, directions, notices, orders, requests and other actions permitted or required by any of the documents authorized by this Resolution, whether before or after the issuance of the Series 2017 Sales Tax Bonds or the Toll Obligation, including, without limitation, any amendment of any of the documents authorized by this Resolution, or other agreements related thereto or related to the CP Notes or the TIFIA Loan or Toll Obligation, and any of the foregoing that may be necessary or desirable in connection with any investment of proceeds of the Series 2017 Sales Tax Bonds, or in connection with the addition, substitution or replacement of underwriters, or any agreements with consultants, paying agents, escrow agents or verification agents, the removal or replacement of the Sales Tax Trustee or Toll Trustee or any similar action may be given or taken by an Authorized Officer, without further authorization or direction by the Commission, and each Authorized Officer, acting singly, is hereby authorized and directed to give any such approval, consent, direction, notice, order, request, or other action and to execute such documents and take any such action which such Authorized Officer may deem necessary or desirable to further the purposes of this Resolution. Section 12. All actions heretofore taken by the officers and agents of the Commission with respect to the Project Financing, the Project Financing Documents and the issuance and sale of the Series 2017 Sales Tax Bonds, are hereby ratified, confirmed and approved. If at the time of execution of any of the documents authorized herein, the Executive Director is unavailable, such documents may be executed by the Deputy Executive Director of the Commission or the Chief Financial Officer in lieu of the Executive Director. The Chair of the Board or, in the absence of such official, a Vice Chair of the Board, is hereby authorized to execute and deliver the Series 2017 Sales Tax Bonds and the Toll Bond, 2017 TIFIA Series or the Toll Revenue Bonds. The Chief Financial Officer of the Commission shall act as the Auditor -Controller of the Commission for execution of the Series 2017 Sales Tax Bonds and is hereby authorized to execute and attest to the execution of the Series 2017 Sales Tax Bonds and to countersign the Toll Bond. The Clerk of the Board is hereby authorized to attest to the execution by an Authorized Officer of any of such documents as said officers deem appropriate. The officers and agents of the Commission are hereby authorized and directed, jointly and severally, for and in the name and on behalf of the Commission, to adopt or amend written procedures relating to its bonds and to do any and all things and to take any and all actions and to execute and deliver any and all agreements, certificates and documents, including, without limitation, signature certificates, certificates concerning the contents of the Official Statement and the representations and warranties in the Purchase Contract and the other Project Financing Documents, any tax certificates or agreements, any agreements for depository or verification services, and any agreements for rebate compliance services, which they, or any of them, may deem necessary or advisable in order to consummate the Project Financing, the issuance and sale of the Series 2017 Sales Tax Bonds, the execution and delivery of the Project Financing -9- OHSUSA:766606664.7 125 Documents and otherwise to carry out, give effect to and comply with the terms and intent of the Ordinance, this Resolution, the Act, the Sales Tax Act, the Series 2017 Sales Tax Bonds, the Toll Obligation or the TIFIA Loan and the other documents approved hereby. Section 13. This Resolution shall take effect immediately upon its adoption and approval. APPROVED AND ADOPTED by the Riverside County Transportation Commission at its meeting on May 10, 2017. ATTEST: By: Clerk of the Board of the Commission By: Chair, Board of Commissioners -10- OHSUSA:766606664.7 126 CERTIFICATE OF THE CLERK OF THE BOARD OF THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION I, Jennifer Harmon, Clerk of the Board of the Riverside County Transportation Commission (the "Commission"), hereby certify that the foregoing is a full, true and correct copy of a resolution duly adopted by at least a two-thirds vote of the Commission at a meeting of the governing board of said Commission duly and regularly held in Riverside, California, on May 10, 2017, of which meeting all of the members of said Commission had due notice. I further certify that I have carefully compared the foregoing copy with the original minutes of said meeting on file and of record in my office; that said copy is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes; and that said resolution has not been amended, modified, rescinded or revoked in any manner since the date of its adoption, and the same is now in full force and effect. I further certify that an agenda of said meeting was posted at least 72 hours before said meeting at a location in Riverside, California, freely accessible to the public and a brief general description of the resolution to be adopted at said meeting appeared on said agenda. IN WITNESS WHEREOF, I have executed this certificate hereto as of this date, , 2017. By Clerk -11- OHSUSA:766606664.7 127 ATTACHMENT 2 DRAFT OF 05/02/17 g PRELIMINARY OFFICIAL STATEMENT DATED , 2017 NEW ISSUE —BOOK -ENTRY ONLY RATINGS: 0 S&P: " " [DAC Logo] Fitch: " " See "RATINGS" herein ' In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Commission, based upon an V analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy O c, of certain representations and compliance with certain covenants, interest on the 2017 Bonds is excluded from gross S income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from .P. b State of California personal income taxes. In the further opinion of Bond Counsel, interest on the 2017 Bonds is not ao a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although a)Bond Counsel observes that such interest is included in adjusted current earnings when calculating corporate ,5 Tg alternative minimum taxable income. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the amount, accrual or receipt of interest on, the 2017 Bonds. See U i "TAX MATTERS." � .~ $ k o RIVERSIDE COUNTY TRANSPORTATION COMMISSION Sales Tax Revenue Bonds (Limited Tax Bonds) 1 2017 Series A 3 Dated: Date of Delivery Due: June 1, as shown on inside cover 79 � 'o The Sales Tax Revenue Bonds described above (the "2017 Bonds") are being issued by the Riverside County Transportation Commission (the "Commission") pursuant to an Indenture, dated as of June 1, 2008, between the 1 I Commission and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented, including as o supplemented by a Seventh Supplemental Indenture, dated as of July 1, 2017, between the Commission and the ° 5 Trustee (collectively, the "Indenture"). The proceeds of the 2017 Bonds will be applied to (i) pay a portion of the •5 costs of the I-15 Express Lanes Project (as defined herein), (ii) pay a portion of the costs for the Riverside SR-91 0 .- U .— C orridor Improvement Project (as defined herein), (iii) retire all or a portion of the outstanding Notes (as defined o herein), and (iv) pay the costs of issuance of the 2017 Bonds. See "PLAN OF FINANCE" and "ESTIMATED SOURCES AND USES OF PROCEEDS." Interest on the 2017 Bonds will be payable on each June 1 and December 1, commencing December 1, 2017. ° The 2017 Bonds are initially being issued as fully registered bonds without coupons in the denominations of $5,000 and any integral multiple thereof. The 2017 Bonds will be registered in the name of Cede & Co., as holder of the • 5 2017 Bonds and nominee for The Depository Trust Company ("DTC"). Purchasers will not receive physical o a certificates representing their interest in the 2017 Bonds purchased. The principal or redemption price of and interest o on the 2017 Bonds are payable by wire transfer to DTC which, in turn, is obligated to remit such principal, o redemption price or interest to DTC Participants for subsequent disbursement to the Beneficial Owners of the 2017 5 Bonds. TThe 2017 Bonds will be subject to redemption as described herein. See "THE 2017 BONDS" herein. The 2017 Bonds are limited obligations of the Commission payable from and secured solely by a pledge of the - Revenues (which is defined herein and which primarily consists of the receipts from the imposition in the County of b� g o Riverside, California of a 1/4-cent sales tax that became effective on July 1, 2009 (the "Sales Tax"), less certain w 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 rd v) •° scheduled to expire on June 30, 2039. 711 1 The 2017 Bonds are secured by a pledge of the Revenues on a parity with the 2009 Bonds, the 2010 Bonds and o ° the 2013 Bonds (each as defined herein) and any Additional Bonds and Parity Obligations issued or incurred under the Indenture. See "SECURITY AND SOURCES OF PAYMENT FOR THE 2017 BONDS — Additional Bonds o and Parity Obligations" and "OTHER SALES TAX OBLIGATIONS — Existing Bonds." ;7,� a"O • �= Hw 0 Preliminary, subject to change. 36472210.6 11504119 128 NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE COUNTY OF RIVERSIDE, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION OR PUBLIC AGENCY THEREOF, OTHER THAN THAT OF THE COMMISSION TO THE EXTENT OF THE PLEDGE OF THE REVENUES, IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE 2017 BONDS. This cover page contains certain information for general reference only. It is not a summary of the security or terms of this issue. Investors must read the entire Official Statement to obtain information essential to make an informed investment decision with respect to the 2017 Bonds. The 2017 Bonds are offered when, as and if issued and received by the Underwriters, subject to the approval of validity by Orrick, Herrington & Sutcliffe LLP as Bond Counsel to the Commission, and certain other conditions. Certain legal matters will be passed on for the Commission by Norton Rose Fulbright US LLP, Los Angeles, California, as Disclosure Counsel, and by Best Best & Krieger LLP, Riverside, California, the Commission's General Counsel. It is anticipated that the 2017 Bonds will be available for delivery through the book -entry facilities of DTC on or about , 2017. Dated: BofA Merrill Lynch Academy Securities , 2017 Barclays Goldman, Sachs & Co. Fidelity Capital Markets 36472210.6 129 MATURITY SCHEDULE $ RIVERSIDE COUNTY TRANSPORTATION COMMISSION Sales Tax Revenue Bonds (Limited Tax Bonds) 2016 Series A $ Serial Bonds Maturity Date Principal Interest (June 1) Amount Rate Price CUSIPt Yield f__/ $ % 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 2017 Bonds. The Commission and the Municipal Advisor are not responsible for the selection or accuracy of the CUSIP numbers set forth herein. 36472210.6 130 No dealer, salesman or any other person has been authorized by the Riverside County Transportation Commission (the "Commission") to give any information or to make any representations, other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized by the Commission. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the 2017 Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. This Official Statement is not to be construed as a contract with the purchasers of the 2017 Bonds. Neither the delivery of this Official Statement nor the sale of any of the 2017 Bonds implies that the information herein is correct as of any time subsequent to the date hereof. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create the implication that there has been no change in the matters described herein since the date hereof. This Official Statement is submitted in connection with the sale of securities referred to herein and may not be reproduced or be used, as a whole or in part, for any other purpose. The information set forth herein has been obtained from the Commission and other sources believed to be reliable. The information and expressions of opinions herein are subject to change without notice and neither delivery of the Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Commission since the date hereof. All summaries contained herein of the Indenture (as defined herein) or other documents are made subject to the provisions of such documents and do not purport to be complete statements of any or all of such provisions. All statements made herein are made as of the date of this document by the Commission except statistical information or other statements where some other date is indicated in the text. The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. In connection with the offering of the 2017 Bonds, the Underwriters in connection with any reoffering may over -allot or effect transactions which stabilize or maintain the market price of the 2017 Bonds at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. The Underwriters in connection with any reoffering may offer and sell the 2017 Bonds to certain dealers, institutional investors and others at prices lower than the public offering prices stated on the inside cover page hereof and such public offering prices may be changed from time to time by the Underwriters. 36472210.6 131 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. 36472210.6 132 RIVERSIDE COUNTY TRANSPORTATION COMMISSION BOARD MEMBERS John F. Tavaglione (County of Riverside), Chair Dana Reed (City of Indian Wells), Vice Chair Chuck Washington (County of Riverside), 2nd Vice Chair Marion Ashley (County of Riverside) To be Appointed (County of Riverside) Kevin Jeffries (County of Riverside) Deborah Franklin (City of Banning) Nancy Carroll (City of Beaumont) Joseph DeConinck (City of Blythe) Jim Hyatt (City of Calimesa) Dawn Haggerty (City of Canyon Lake) Greg Pettis (City of Cathedral City) Steven Hernandez (City of Coachella) Karen Spiegel (City of Corona) Scott Matas (City of Desert Hot Springs) Adam Rush (City of Eastvale) Linda Krupa (City of Hemet) Michael Wilson (City of Indio) Brian Berkson (City of Jurupa Valley) Robert Radi (City of La Quinta) Bob Magee (City of Lake Elsinore) Neil Winter (City of Menifee) Victoria Baca (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) Michael M. Vargas (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 Municipal 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 36472210.6 133 TABLE OF CONTENTS Page INTRODUCTION 1 General 1 The Commission 1 Authority for Issuance 2 Purpose and Application of Proceeds 2 The 2017 Bonds 2 Security for the 2017 Bonds 2 No Reserve Fund 3 Continuing Disclosure 3 References 3 THE 2017 BONDS 4 General 4 Redemption of 2017 Bonds 4 Selection of 2017 Bonds for Redemption 5 Notice of Redemption 5 Purchase In Lieu of Redemption 6 PLAN OF FINANCE 6 General 6 I-15 Express Lanes Project 6 Riverside SR-91 Corridor Improvement Project 7 ESTIMATED SOURCES AND USES OF PROCEEDS 9 DEBT SERVICE SCHEDULE 10 SECURITY AND SOURCES OF PAYMENT FOR THE 2017 BONDS 11 Limited Obligation 11 Pledge of Revenues 11 Revenue Fund; Allocation of Revenues 12 No Reserve Fund 15 Additional Bonds and Parity Obligations 15 OTHER SALES TAX OBLIGATIONS 17 Existing Bonds 17 BofA Swap Agreement 18 Subordinate Obligations 19 Limitation on Outstanding Sales Tax Obligations 20 THE SALES TAX 20 General 20 Collection of Sales Tax Revenues 21 Historical Sales Tax Revenues 22 36472210.6 i 134 TABLE OF CONTENTS (continued) Page RIVERSIDE COUNTY TRANSPORTATION COMMISSION 23 General 23 State Route 91 24 The Transportation Expenditure Plan 24 Commissioners 25 Executive Staff 25 Cash and Investments 26 Debt Management Policy 26 THE I-15 EXPRESS LANES PROJECT 27 RISK FACTORS 27 Economic Conditions 27 Investments 27 Parity with Liquidity Facility Bonds 28 The Sales Tax 28 Increased Internet Use May Reduce Sales Tax Revenues 28 Proposition 218 28 Further Initiatives 29 Loss of Tax Exemption 29 Reduction in Subsidy Payments 29 Financial and Operating Risks of the Riverside SR-91 Corridor Improvement Project and the I-15 Express Lanes Project 30 Impact of Bankruptcy of the Commission 30 FINANCIAL STATEMENTS 32 LITIGATION 32 TAX MATTERS 32 CERTAIN LEGAL MATTERS 34 RATINGS 35 UNDERWRITING 35 MUNICIPAL ADVISOR 36 CONTINUING DISCLOSURE 36 MISCELLANEOUS 36 36472210.6 ii 135 TABLE OF CONTENTS (continued) Page APPENDIX A — COMMISSION AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR ENDED JUNE 30, 2016 A-1 APPENDIX B — COUNTY OF RIVERSIDE DEMOGRAPHIC AND ECONOMIC INFORMATION B-1 APPENDIX C — SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE C-1 APPENDIX D — FORM OF CONTINUING DISCLOSURE AGREEMENT D-1 APPENDIX E — BOOK -ENTRY SYSTEM E-1 APPENDIX F — FORM OF BOND COUNSEL OPINION F-1 36472210.6 iii 136 OFFICIAL STATEMENT $ RIVERSIDE COUNTY TRANSPORTATION COMMISSION Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) 2016 Series A INTRODUCTION General This Official Statement, which includes the cover page and the appendices hereto, sets forth certain information in connection with the offering by the Riverside County Transportation Commission (the "Commission") of $ principal amount of Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2016 Series A (the "2017 Bonds"). As used herein, the term "Bonds" means any Bonds, including the 2017 Bonds, issued pursuant to the Indenture (as defined below). All capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in "APPENDIX C — SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE." The Commission The Commission is a county transportation commission duly organized and existing pursuant to the County Transportation Commissions Act, being Division 12 of the Public Utilities Code of the State of California (Section 130000 et seq.). The Commission began to oversee the funding and coordination of public transportation services in 1977 within the County of Riverside (the "County"). The Commission serves as the tax authority and implementation agency for the voter -approved Measure A Transportation Improvement Program, which imposes a 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 2,360,727 as of July 1, 2016. See "APPENDIX B — COUNTY OF RIVERSIDE DEMOGRAPHIC AND ECONOMIC INFORMATION." * Preliminary, subject to change. 36472210.6 1 137 Authority for Issuance The 2017 Bonds are being issued by the Commission under and pursuant to the Riverside County Transportation Sales Tax Act, being Division 25 of the Public Utilities Code of the State of California (Section 240000 et seq.) (the "Act"), Article 10 and Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (Section 53570 et seq.), the Transportation Expenditure Plan and Retail Transaction and Use Tax Ordinance (the "Ordinance"), adopted by the Commission on May 8, 2002 and approved by more than two- thirds of electors of the County voting on such proposition in the November 5, 2002 election, and any amendments or extensions thereto (collectively, and together with the Act, the "Law"); and an Indenture, dated as of June 1, 2008 (the "2008 Indenture"), as supplemented and amended to the date hereof, including as supplemented by a Seventh Supplemental Indenture, dated as of July 1, 2017 (the "Seventh Supplemental Indenture" and, together with the 2008 Indenture, as supplemented and amended, the "Indenture"), each between the Commission and U.S. Bank National Association, as trustee (the "Trustee"). At a special election held in the County on November 2, 2010, an amendment to the Ordinance increasing the limitation on the outstanding amount of the Commission's bonds secured by Sales Tax Revenues from $500 million to $975 million was approved by a majority of those voting on the proposition. See "OTHER SALES TAX OBLIGATIONS — Limitation on Outstanding Sales Tax Obligations." Purpose and Application of Proceeds The proceeds of the 2017 Bonds will be applied to (i) pay a portion of the costs of the I- 15 Express Lanes Project (as defined herein), (ii) pay a portion of the costs for the Riverside SR- 91 Corridor Improvement Project (as defined herein), (iii) retire all or a portion of the outstanding Notes (as defined herein), and (iv) pay the costs of issuance of the 2017 Bonds. See "PLAN OF FINANCE" and "ESTIMATED SOURCES AND USES OF PROCEEDS." The 2017 Bonds Interest on the 2017 Bonds will be payable on each June 1 and December 1, commencing December 1, 2017. The 2017 Bonds will be issued as fully registered bonds without coupons in the denominations of $5,000 and any integral multiple thereof. The 2017 Bonds will be registered in the name of Cede & Co., as holder of the 2017 Bonds and nominee for The Depository Trust Company ("DTC"). Purchasers will not receive physical certificates representing their interest in the 2017 Bonds purchased. The 2017 Bonds will be subject to redemption prior to their maturity. See "THE 2017 BONDS — Redemption of 2017 Bonds." Security for the 2017 Bonds The 2017 Bonds are limited obligations of the Commission payable from and secured by certain revenues (the "Revenues") pledged under the Indenture, including a pledge of revenues (the "Sales Tax Revenues") derived from a 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 36472210.6 2 138 Equalization") in connection with the collection and disbursement of the Sales Tax. The Sales Tax was approved by more than two-thirds of the electorate of the County on November 5, 2002 and is scheduled to expire on June 30, 2039. The 2017 Bonds are secured by a pledge of the Revenues on a parity with the Commission's Sales Tax Revenue Bonds (Limited Tax Bonds), 2009 Series B and 2009 Series C (collectively, the "2009 Bonds"), Sales Tax Revenue Bonds (Limited Tax Bonds), 2010 Series A (Tax -Exempt) and 2010 Series B (Taxable Build America Bonds) (collectively, the "2010 Bonds"), Sales Tax Revenue Bonds (Limited Tax Bonds), 2013 Series A (the "2013 Bonds") and Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2016 Series A (the "2016 Bonds"), and any Additional Bonds and Parity Obligations issued or incurred under the Indenture (the the 2009 Bonds, the 2010 Bonds, the 2013 Bonds, the 2016 Bonds and any Additional Bonds are collectively referred to herein as the "Bonds"). The Bonds are currently Outstanding in the aggregate principal amount of $756,240,000. The Commission has also executed an interest rate swap, the scheduled payments of which are payable on a parity with the 2009 Bonds. See "SECURITY AND SOURCES OF PAYMENT FOR THE 2017 BONDS — Additional Bonds and Parity Obligations" and "OTHER SALES TAX OBLIGATIONS — Existing Bonds." NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE COUNTY OF RIVERSIDE, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION OR PUBLIC AGENCY THEREOF, OTHER THAN THE COMMISSION TO THE EXTENT OF THE PLEDGE OF THE REVENUES, IS PLEDGED TO THE PAYMENT OF THE 2017 BONDS. No Reserve Fund The Commission is not funding a reserve fund for the 2017 Bonds. No other Outstanding Bonds are secured by a reserve fund. Continuing Disclosure The Commission will covenant for the benefit of the beneficial owners of the 2017 Bonds to provide certain financial information and operating data relating to the Commission and notices of the occurrence of certain enumerated events, if material, to the Municipal Securities Rulemaking Board (the "MSRB") pursuant to a Continuing Disclosure Agreement (the "Continuing Disclosure Agreement"). These covenants are being made in order to assist the Underwriters of the 2017 Bonds in complying with Rule 15c2-12, as amended (the "Rule") of the U.S. Securities and Exchange Commission (the "SEC") promulgated under the Securities Exchange Act of 1934, as amended. See "APPENDIX D — FORM OF CONTINUING DISCLOSURE AGREEMENT." References The descriptions and summaries of the Indenture and various other documents hereinafter set forth do not purport to be comprehensive or definitive, and reference is made to each such document for the complete details of all terms and conditions. All statements herein are qualified in their entirety by reference to each such document, copies of which are available for inspection at the offices of the Commission. 36472210.6 3 139 THE 2017 BONDS General The 2017 Bonds will mature on June 1 in the years and in the principal amounts shown on the inside cover of this Official Statement. Interest on the 2017 Bonds will be payable on each June 1 and December 1, commencing December 1, 2017, and will be computed on the basis of a 360-day year comprised of twelve 30-day months. Interest on each 2017 Bond will be payable to the registered Holder at such registered Holder's address as it appears on the Bond Register from the latest of: (i) such 2017 Bond's Issue Date, (ii) the most recent Interest Payment Date to which interest has been paid thereon or duly provided for, or (iii) if the date of authentication of such 2017 Bond is after a Record Date but prior to the immediately succeeding Interest Payment Date, the Interest Payment Date immediately succeeding such date of authentication. "Record Date" means, with respect to the 2017 Bonds, the fifteenth (15th) day (whether or not a Business Day) of the month preceding the month in which such Interest Payment Date occurs. The 2017 Bonds will be issued as fully registered bonds without coupons in the denominations of $5,000 and any integral multiple thereof. DTC will act as the initial securities depository for the 2017 Bonds, which will be issued initially pursuant to a book -entry only system. See "APPENDIX E — BOOK -ENTRY SYSTEM." Under the Indenture, the Commission may appoint a successor securities depository to DTC for the 2017 Bonds. The information under this caption, "THE 2017 BONDS," is subject in its entirety to the provisions described in "APPENDIX E — BOOK -ENTRY SYSTEM" while the 2017 Bonds are in DTC's book -entry system. Redemption of 2017 Bonds` Optional Redemption. The 2017 Bonds maturing on or after June 1, 20_ shall be subject to redemption prior to their respective stated maturities, at the option of the Commission, from any source of available funds, as a whole or in part, on any date on or after 1, 20_ at the principal amount of 2017 Bonds called for redemption plus accrued interest to the date fixed for redemption, without premium. Sufficient Funds Required for Optional Redemption. Any optional redemption of 2017 Bonds and notice thereof shall be conditional and rescinded and cancelled if for any reason on the date fixed for redemption moneys are not available in the Redemption Fund or otherwise held in trust for such purpose in an amount sufficient to pay in full on said date the principal of, interest, and any premium due on the 2017 Bonds called for redemption. * Preliminary, subject to change. 36472210.6 4 140 Mandatory Redemption. The 2017 Bonds maturing on June 1, 20 shall be subject to mandatory redemption prior to their respective stated maturities, in part, by lot, from Mandatory Sinking Account Payments on each June 1 that a Mandatory Sinking Account Payment is due as specified in the following table, in the principal amount equal to the Mandatory Sinking Account Payment due on such date and at a redemption price equal to 100% of the principal amount thereof, plus accrued but unpaid interest to the redemption date, without premium. The Mandatory Sinking Account Payments for the 2017 Bonds maturing on June 1, 20_ (the "2017 Series A Term Bonds") shall be due in the amounts and on the dates as follows: Mandatory Sinking Account Mandatory Payments Dates Sinking Account (June 1) Payments 20 20 20 20 20 20 Selection of 2017 Bonds for Redemption $ The Commission shall designate which maturities of any 2017 Bonds are to be called for optional redemption. If less than all 2017 Bonds maturing by their terms on any one date are to be redeemed at any one time, the Trustee shall select the 2017 Bonds of such maturity date to be redeemed in any matter that it deems appropriate and fair and shall promptly notify the Commission in writing of the numbers of the 2017 Bonds so selected for redemption. For purposes of such selection, 2017 Bonds shall be deemed to be composed of multiples of minimum Authorized Denominations and any such multiple may be separately redeemed. "Authorized Denomination" means, with respect to the 2017 Bonds, $5,000 and any integral multiple thereof. In the event of an optional redemption of the 2017 Series A Term Bonds, the Commission shall designate the Mandatory Sinking Account Payments, or portions thereof, in an aggregate amount equal to the principal amount of 2017 Series A Term Bonds so optionally redeemed, that are to be reduced as allocated to such redemption, and such Mandatory Sinking Account Payments shall be reduced accordingly. Notice of Redemption Each notice of redemption is to be mailed by the Trustee not less than 20 nor more than 90 days prior to the redemption date, to DTC and other parties specified in the Indenture. Conveyance of notices and other communications by DTC to DTC Direct Participants, by DTC Direct Participants to DTC Indirect Participants, and by DTC Direct Participants and DTC Indirect Participants to Beneficial Owners of 2017 Bonds will be governed by arrangements among them, and the Commission and the Trustee will not have any responsibility or obligation to send a notice of redemption except to DTC. Failure of DTC to receive any notice of 36472210.6 5 141 redemption or any defect therein will not affect the sufficiency of any proceedings for redemption. Purchase In Lieu of Redemption The Commission reserves the right at all times to purchase any of its 2017 Bonds on the open market. In lieu of mandatory redemption, the Commission may surrender to the Trustee for cancellation 2017 Bonds purchased on the open market, and such 2017 Bonds shall be cancelled by the Trustee. If any 2017 Bonds are so cancelled, the Commission may designate the Mandatory Sinking Account Payments or portions thereof within such Series of the 2017 Series A Bonds so purchased that are to be reduced as a result of such cancellation. PLAN OF FINANCE General The proceeds of the 2017 Bonds will be applied to (i) pay a portion of the costs of the I- 15 Express Lanes Project (as defined herein), (ii) pay a portion of the costs for the Riverside SR- 91 Corridor Improvement Project (as defined herein), (iii) retire all or a portion of the outstanding Notes (as defined herein), and (iv) pay the costs of issuance of the 2017 Bonds. See "ESTIMATED SOURCES AND USES OF PROCEEDS." I-15 Express Lanes Project The "I-15 Express Lanes Project" will add two tolled express lanes in each direction on I-15 between Cajalco Road and State Route 60 (SR-60), a distance of 14.6 miles. The Commission expects the project to improve existing and future mobility along the I-15 corridor, reduce congestion and improve traffic operations, provide a time -saving travel choice with multiple entry/exit points, expand the tolled express lane network and increase travel time reliability. Drivers will be able to access and exit the tolled facility at multiple locations. See "THE I-15 EXPRESS LANES PROJECT." The delivery of the 2017 Bonds is conditioned on the prior execution of a TIFIA Loan Agreement (the "TIFIA Loan Agreement") between the Commission and the United States Department of Transportation, acting by and through the Executive Director of the Build America Bureau (the "TIFIA Lender"), providing for a direct loan under the Transportation Infrastructure Finance and Innovation Act of 1998 (the "TIFIA Loan") in the approximate principal amount of $ . The TIFIA Loan is payable from and secured by toll revenues generated by the I-15 Express Lanes Project ("Toll Revenues"), and is not secured by Sales Tax Revenues. The proceeds of the TIFIA Loan will be used, together with a portion of the proceeds of the 2017 Bonds and certain other funds of the Commission as described below, to finance the acquisition and construction of the I-15 Express Lanes Project. See "RIVERSIDE COUNTY TRANSPORTATION COMMISSION —The Transportation Expenditure Plan." 36472210.6 6 142 Pursuant to the TIFIA Loan Agreement and the Master Indenture between the Commission and U.S. Bank National Association, as trustee (the "Toll Trustee"), providing for the issuance of Senior Lien Obligations, Second Lien Obligations and Subordinate Obligations payable from Toll Revenues (the "Toll Indenture"), the Commission has covenanted to deposit the following amounts (the "Commission Initial Loan"): Fiscal Year Contribution (ending June 30) Amount 2019 $3,000,000 2020 3,000,000 2021 3,000,000 2022 3,000,000 2023 3,000,000 2024 3,000,000 The proceeds of the Commission Initial Loan shall be deposited into the revenue fund applied under the Toll Indenture, or as provided in the Toll Indenture, and will only be requested by the Toll Trustee to the extent Toll Revenues are not sufficient by the last business day of each calendar month preceding June 1 to make the deposits required under the Toll Indenture. Such deposits are expected to be made by the Commission from Sales Tax Revenues of the Commission available for such purpose. Payment of the 2017 Bonds from Sales Tax Revenues is not conditioned upon the construction or operation of the I-15 Express Lanes Project or the payment of the TIFIA Loan or any obligations issued under the Toll Indenture. The Commission further covenants to provide additional unsecured funds after payments due under the Indenture as a conditional backstop if Toll Revenues are insufficient in the Fiscal Years 2025 and 2028 through 2039 in an annual amount not to exceed $3,850,000 in any such year and in the aggregate not to exceed $38,500,000. Such amounts will be requested by the Toll Trustee from the Trustee only upon a certification that there is a deficiency in Toll Revenues necessary to make the deposits required under the Toll Indenture and the amount requested will only be in the amount of such deficiency subject to the limits set forth in the Toll Indenture. Any such amounts will increase the outstanding balance of the Commission Loan on the date of such transfer. Riverside SR-91 Corridor Improvement Project State Route 91 ("SR-91") is an east -west limited access highway running from Interstate 110 in Los Angeles County at its western end, through Orange County and to the interchange of Interstate 215 and State Route 60 ("SR-60") in Riverside County on its eastern end. The previous SR-91 cross section generally consisted of four general purpose lanes, varying in width from 11 feet to 12 feet, as well as auxiliary lanes in each direction. In Orange County, two tolled express lanes ("OCTA SR-91 Express Lanes") are operated in each direction by the Orange County Transportation Authority. The OCTA SR-91 Express Lanes were constructed in the median area of SR-91, beginning west of the SR-91/State Route 55 interchange and terminating 36472210.6 7 143 near the Orange County/Riverside County line. These express lanes previously transitioned into one high occupancy vehicle ("HOV") lane in each direction in Riverside County. The Riverside SR-91 Corridor Improvement Project (the "Riverside SR-91 Corridor Improvement Project") connects with the OCTA SR-91 Express Lanes at the Orange County/Riverside County line using a two-mile long mixing area (allowing vehicles to use either or both sections of the tolled lanes) and continue approximately eight miles to the Interstate 15 ("I-15")/SR-91 interchange in Riverside County, California. The Riverside SR-91 Corridor Improvement Project involved widening pavement on the outside of the existing highway to reposition general purpose lanes and repurposing the existing HOV lane to accommodate two tolled express lanes in the median in each direction. The Riverside SR-91 Corridor Improvement Project also involved constructing one new general purpose lane in each direction from State Route 71 to I-15, ultimately providing two tolled express lanes and five general purpose lanes in each direction. The Riverside SR-91 Corridor Improvement Project also included the restriping of lanes and construction of a two-lane (one lane in each direction) direct tolled connector approximately 2.8 miles in distance providing the SR-91 tolled express lanes with access/egress to I-15 South. This tolled direct connector commences near Grand Avenue on SR-91 and ends on I-15 South near Ontario Avenue in the City of Corona. All of the Commission -sponsored tolled express lanes are referred to herein as the "RCTC SR-91 Express Lanes." Other Riverside SR-91 Corridor Improvement Project improvements included reconstruction with geometric improvements of five local interchanges; construction of new and widened bridges, retaining walls, sound walls, and aesthetics improvements; addition of a collector -distributor system with braided ramps in the vicinity of the SR-91/I-15 interchange; addition of auxiliary lanes and other operational improvements; restriping of lanes in the eastbound and westbound directions for approximately two miles to the west of the Orange County/Riverside County line; restriping of lanes in the eastbound direction for approximately three miles east of the I-15/SR-91 interchange; and the installation of an electronic toll collection and enforcement system. [Remainder of page intentionally left blank.] 36472210.6 8 144 ESTIMATED SOURCES AND USES OF PROCEEDS The proceeds from the sale of the 2017 Bonds are expected to be applied as follows: Sources of Funds: Principal Amount Net Premium/Discount Total Sources: $ $ Uses of Funds: Transfer to Toll Trustee for deposit into the Project Fund $ Transfer to Notes Trustee Costs of Issuance(1) Total Uses: $ (1) Includes the Underwriters' discount, Rating Agency fees, initial fees and expenses of the Trustee, printing costs, fees and expenses of Bond Counsel, Disclosure Counsel and the Municipal Advisor and other miscellaneous costs of issuance. [Remainder of page intentionally left blank.] 36472210.6 9 145 DEBT SERVICE SCHEDULE 2010 Series B Bonds 2017 Bonds Fiscal 2010 Series Year 2010 B Annual Ending 2009 Series A Subsidy 2013 2016 Net Debt June 30 Bonds(') Bonds Principal Interest Pavmentso) Bonds(3) Bonds Principal Interest Total(4) Service) 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 Totalo) Interest on the 2009 Bonds is calculated assuming the interest rates are equal to the fixed rates on the BofA Swap Agreement, without including any remarketing agent or liquidity provider fees and expenses. See "OTHER SALES TAX OBLIGATIONS — BofA Swap Agreement." 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._% per annum. Totals presented may not add due to rounding. 36472210.6 10 146 SECURITY AND SOURCES OF PAYMENT FOR THE 2017 BONDS Limited Obligation THE 2017 BONDS ARE LIMITED TAX OBLIGATIONS OF THE COMMISSION PAYABLE SOLELY FROM REVENUES AS DEFINED AND PROVIDED IN THE INDENTURE AND CERTAIN OTHER FUNDS PLEDGED UNDER THE INDENTURE. THE COMMISSION IS NOT OBLIGATED TO PAY THE 2017 BONDS EXCEPT FROM REVENUES AND THOSE CERTAIN OTHER FUNDS PLEDGED UNDER THE INDENTURE. THE 2017 BONDS DO NOT CONSTITUTE A DEBT OR LIABILITY OF THE STATE OR ANY POLITICAL SUBDIVISION OF THE STATE OTHER THAN THE COMMISSION, OR A PLEDGE OF THE FULL FAITH AND CREDIT OF THE STATE OR OF ANY POLITICAL SUBDIVISION OF THE STATE. THE GENERAL FUND OF THE COMMISSION IS NOT LIABLE, AND THE CREDIT OR TAXING POWER (OTHER THAN AS DESCRIBED IN THE INDENTURE) OF THE COMMISSION IS NOT PLEDGED, FOR THE PAYMENT OF THE 2017 BONDS, THEIR INTEREST, OR ANY PREMIUM DUE UPON REDEMPTION OF THE 2017 BONDS. THE 2017 BONDS ARE NOT SECURED BY A LEGAL OR EQUITABLE PLEDGE OF, OR CHARGE, LIEN OR ENCUMBRANCE UPON, ANY OF THE PROPERTY OF THE COMMISSION OR ANY OF ITS INCOME OR RECEIPTS, EXCEPT THE REVENUES AND THE CERTAIN OTHER FUNDS PLEDGED UNDER THE INDENTURE. Pledge of Revenues All Revenues, consisting of Sales Tax Revenues and Swap Revenues, are irrevocably pledged by the Commission to secure the punctual payment of the principal of, premium, if any, and interest on the 2017 Bonds and any additional Series of Bonds issued under the Indenture and all amounts owing on any Parity Obligations in accordance with their terms. The Revenues shall not be used for any other purpose while any of the Bonds or Parity Obligations remain Outstanding, except as permitted by the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein. Additionally, all amounts (including, as applicable, proceeds of the Bonds) held by the Trustee under the Indenture (except for amounts held in the Rebate Fund, any Letter of Credit Account and any Bond Purchase Fund) are pledged to secure the payment of all amounts owing on the Bonds and Parity Obligations, subject only to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein. Pursuant to the Indenture, the pledge of Revenues constitutes a first lien to secure the Bonds and Parity Obligations. The pledge of Revenues shall be irrevocable until all Bonds issued under the Indenture, including the 2017 Bonds, and all Parity Obligations are no longer Outstanding. The Revenues pledged to the payment of the Bonds and Parity Obligations shall be applied without priority or distinction of one over the other and the Sales Tax Revenues shall constitute a trust fund for the security and payment of the Bonds and Parity Obligations; but nevertheless out of Revenues certain amounts may be applied for other purposes as provided in the Indenture. For a detailed description of the Sales Tax and projected receipts of Sales Tax Revenues, see "THE SALES TAX" herein. For a discussion of Swap Revenues, see "OTHER SALES TAX OBLIGATIONS — BofA Swap Agreement" herein. 36472210.6 11 147 Revenue Fund; Allocation of Revenues As long as any Bonds are Outstanding or any Parity Obligations remain unpaid, the Commission has assigned the Sales Tax Revenues to the Trustee and shall cause the Board of Equalization to transmit the same directly to the Trustee. The Sales Tax Revenues shall be received and held in trust by the Trustee for the benefit of the Holders of the Bonds and any Parity Obligations. The Trustee shall forthwith deposit all Sales Tax Revenues in the Revenue Fund, maintained and held in trust by the Trustee, when and as such Sales Tax Revenues are received by the Trustee. See "APPENDIX C — SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE — Allocation of Sales Tax Revenues." Investment income on amounts held by the Trustee (other than amounts held in the Rebate Fund or for which particular instructions are provided) shall also be deposited in the Revenue Fund. In each month while Bonds remain Outstanding, the Trustee is required to set aside receipts of Sales Tax Revenues in the following respective funds, amounts and order of priority (provided that deficiencies in any previously required deposit shall be made up prior to the deposit to a fund subsequent in priority and further provided that set asides or transfers required with respect to Parity Obligations, including certain regularly scheduled payments pursuant to Interest Rate Swap Agreements that are payable on a parity with the 2017 Bonds, shall be made on a parity basis, as provided in the Indenture): 1. Interest Fund. The Indenture requires the Trustee to make monthly deposits in the Interest Fund in an amount equal to (a) one -sixth of the aggregate half -yearly amount of interest becoming due and payable on Outstanding Current Interest Bonds (other than Bonds constituting Variable Rate Indebtedness) during the ensuing six-month period, plus (b) the aggregate amount of interest to accrue during that month on Outstanding Variable Rate Indebtedness, calculated, if the actual rate of interest is not known, at the interest rate specified in writing by the Commission, or if the Commission has not specified an interest rate in writing, calculated at the maximum interest rate borne by such Variable Rate Indebtedness during the month prior to the month of deposit plus one hundred (100) basis points (provided, however, that the amount of such deposit into the Interest Fund for any month may be reduced by the amount by which the deposit in the prior month exceeded the actual amount of interest accrued and paid during that month on said Outstanding Variable Rate Indebtedness and provided further that the amount of such deposit into the Interest Fund for any month will be increased by the amount by which the deposit in the prior month was less than the actual amount of interest accruing during that month on said Outstanding Variable Rate Indebtedness). No deposit need be made into the Interest Fund if the amount contained therein is at least equal to the interest to become due and payable on the Interest Payment Dates falling within the next six (6) months upon all of the Outstanding Bonds issued under the Indenture, and on June 1 and December 1 of each year any excess amounts in the Interest Fund not needed to pay interest on such date (and not held to pay interest on Bonds having Interest Payment Dates other than June 1 and December 1) will be transferred to the Commission (but excluding, in each case, any moneys on deposit in the Interest Fund from the proceeds of any Series of Bonds or other source and reserved as capitalized interest to pay interest on any future Interest Payment Dates following such Interest Payment Dates). All Swap Revenues received with respect to Interest Rate Swap 36472210.6 12 148 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 36472210.6 13 149 not be sufficient to pay in full all Mandatory Sinking Account Payments required to be paid at any one time into all such Sinking Accounts, then payments into all such Sinking Accounts are to be made on a Proportionate Basis, in proportion that the respective Mandatory Sinking Account Payments required to be made into each Sinking Account during the then current 12-month period bear to the aggregate of all of the Mandatory Sinking Account Payments required to be made into all such Sinking Accounts during such 12-month period. No deposit must be made into the Principal Fund as long as such fund holds (i) moneys sufficient to pay the Bond Obligations of all then Outstanding Serial Bonds maturing by their terms within the next twelve (12) months plus (ii) the aggregate of all Mandatory Sinking Account Payments required to be made in such 12-month period, but less any amounts deposited into the Principal Fund during such 12-month period and theretofore paid from the Principal Fund to redeem or purchase Term Bonds during such 12-month period; provided that if the Commission certifies to the Trustee that any principal payments are expected to be refunded on or prior to their respective due dates or paid from amounts on deposit in a Bond Reserve Fund that would be in excess of the Bond Reserve Requirement applicable to such Bond Reserve Fund upon such payment, no amounts need be on deposit with respect to such principal payments. At the beginning of each Fiscal Year and in any event not later than June 1 of each year, the Trustee is required to request from the Commission a Certificate of the Commission setting forth the principal payments for which deposits will not be necessary pursuant to the preceding sentence and the reason therefor. On June 1 of each year or as soon as practicable thereafter any excess amounts in the Principal Fund not needed to pay principal on such date (and not held to pay principal on Bonds having principal payment dates other than June 1) are required to be transferred to the Commission. 3. Bond Reserve Fund. The Indenture also requires the Trustee to make deposits to the Bond Reserve Fund, to the extent required. No such deposits are currently required for any series of Bonds. See "SECURITY AND SOURCES OF PAYMENT FOR THE 2017 BONDS — No Reserve Fund." 4. Subordinate Obligations Fund. As long as any Subordinate Obligations remain unpaid, any Revenues remaining in the Revenue Fund after the transfers described in (1), (2) and (3) above have been made shall be transferred to the trustee (the "Notes Trustee") for the Commission's Commercial Paper Notes (Limited Tax Bonds), Series A and Series B. After the Notes Trustee has made the required deposit of Revenues under the Subordinate Indenture, the Notes Trustee shall transfer any remaining Revenues back to the Trustee. There are currently $20,000,000 of Notes outstanding. 5. Fees and Expenses Fund. At the direction of the Commission, after the transfers described in (1), (2), (3) and (4) above have been made, the Trustee is required to deposit as soon as practicable in each month in the Fees and Expenses Fund (i) amounts necessary for payment of fees, expenses and similar charges (including fees, expenses and similar charges relating to any Liquidity Facility or Credit Enhancement for the Bonds or any Parity Obligations) owing in such month or the following month by the 36472210.6 14 150 Commission in connection with the Bonds or any Parity Obligations and (ii) amounts necessary for payment of fees, expenses and similar charges owing in such month or the following month by the Commission in connection with Subordinate Obligations. The Commission shall inform the Trustee of such amounts, in writing, on or prior to the first Business Day of each month. Any Revenues remaining in the Revenue Fund after the foregoing transfers described in (1), (2), (3), (4) and (5) above, except as the Commission shall otherwise direct in writing or as is otherwise provided in a supplemental indenture, shall be transferred to the Commission on the same Business Day or as soon as practicable thereafter. The Commission may use and apply the Revenues when received by it for any lawful purpose of the Commission, including the redemption of Bonds upon the terms and conditions set forth in the supplemental indenture relating to such Bonds and the purchase of Bonds as and when and at such prices as it may determine. If, five (5) days prior to any principal payment date, Interest Payment Date or mandatory redemption date, the amounts on deposit in the Revenue Fund, the Interest Fund, the Principal Fund, including the Sinking Accounts therein, and, as and to the extent not required to satisfy the Bond Reserve Requirement, any Bond Reserve Fund established in connection with the 2017 Bonds with respect to the payments to be made on such upcoming date are insufficient to make such payments, the Trustee shall immediately notify the Commission, in writing, of such deficiency and direct that the Commission transfer the amount of such deficiency to the Trustee on or prior to such payment date. The Commission has covenanted and agreed to transfer to the Trustee from any Revenues in its possession the amount of such deficiency on or prior to the principal, interest or mandatory redemption date referenced in such notice. See "APPENDIX C — SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE — Definitions" and "— Allocation of Sales Tax Revenues" for a more complete discussion. No Reserve Fund The Commission is not funding a reserve fund for the 2017 Bonds. No other Outstanding Bonds are secured by a reserve fund. Additional Bonds and Parity Obligations The Commission currently has $756,240,000 in aggregate principal amount of its Bonds Outstanding, payable from Sales Tax Revenues on a parity with the 2017 Bonds. See "OTHER SALES TAX OBLIGATIONS — Existing Bonds." Under the Indenture, the Commission may issue other obligations payable in whole or in part from Sales Tax Revenues, subject to the limitations of the Act and to the terms and conditions contained in the Indenture. Issuance of Additional Series of Bonds. The Commission may by Supplemental Indenture establish one or more additional Series of Bonds payable from Sales Tax Revenues and secured by the pledge made under the Indenture equally and ratably with the 2017 Bonds, but only upon compliance by the Commission with the provisions of the Indenture, including the conditions that: 36472210.6 15 151 (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). 36472210.6 16 152 As defined in the Indenture, "Parity Obligations" means any indebtedness, installment sale obligation, lease obligation or other obligation of the Commission for borrowed money, the BofA Swap Agreement or any other Interest Rate Swap Agreement (excluding fees and expenses and termination payments on Interest Rate Swap Agreements) entered into in connection with a Series of Bonds, in each case incurred in accordance with the provisions of the Indenture and having an equal lien and charge upon the Sales Tax Revenues and therefore being payable on a parity with the Bonds (whether or not any Bonds are Outstanding). The Commission's obligation to make regularly scheduled payments under the BofA Swap Agreement (as defined below) constitutes a Parity Obligation under the Indenture. The Ordinance, as amended, limits the amount of the Commission's bonds secured by Sales Tax Revenues to a maximum aggregate principal amount of $975 million at any one time outstanding. See "OTHER SALES TAX OBLIGATIONS — Limitation on Outstanding Sales Tax Obligations." OTHER SALES TAX OBLIGATIONS Existing Bonds On September 28, 2016, the Commission issued $76,140,000 in original aggregate principal amount of its Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) 2016 Series A (the "2016 Refunding Bonds), which are currently outstanding in the aggregate principal amount of $73,240,000. The 2016 Refunding Bonds mature, subject to optional redemption prior thereto, on June 1, 2029. On July 3, 2013, the Commission issued $462,200,000 in original aggregate principal amount of its Sales Tax Revenue Bonds (Limited Tax Bonds) 2013 Series A, which are currently outstanding in the aggregate principal amount of $462,200,000. The 2013 Bonds mature, subject to optional and mandatory sinking fund redemption prior thereto, on June 1, 2039. On November 30, 2010, the Commission issued $37,630,000 in original aggregate principal amount of its Sales Tax Revenue Bonds (Limited Tax Bonds) 2010 Series A (Tax - Exempt) (the "2010 Series A Bonds") and $112,370,000 in original aggregate principal amount of its Sales Tax Revenue Bonds (Limited Tax Bonds) 2010 Series B (Taxable Build America Bonds) (the "2010 Series B Bonds" and, together with the 2010 Series A Bonds, the "2010 Bonds") , which are currently outstanding in the aggregate principal amount of $150,000,000. The 2010 Series A Bonds consist of 5.00% Term Bonds maturing on June 1, 2032, and the 2010 Series B Bonds consist of 6.807% Term Bonds maturing on June 1, 2039, subject in each case to mandatory redemption from Mandatory Sinking Account Payments. The 2010 Series B Bonds have been designated by the Commission as "Build America Bonds" that are "qualified bonds" under the American Recovery and Reinvestment Act of 2009 (the "Stimulus Act"). The Trustee is to receive on the Commission's behalf cash subsidy payments from the United States Treasury ("Subsidy Payments") equal to 35% of the interest payable on the 2010 Series B Bonds, or 45% of the interest payable on such 2010 Series B Bonds that have been additionally designated as "Recovery Zone Economic Development Bonds." On March 1, 2013, the federal government announced the implementation of certain 36472210.6 17 153 automatic spending cuts known as the sequester. As a result of the sequester, Subsidy Payments for the 2010 Series B Bonds will be reduced by 6.9% (or approximately $205,800) for the federal fiscal year ending September 30, 2017 unless Congressional action changes the reduction percentage. See "RISK FACTORS — Reduction in Subsidy Payments." The Commission is obligated to make all payments of Debt Service on the 2010 Series B Bonds from Revenues regardless of whether it receives the full amount of the Subsidy Payments. The Commission does not believe that the reduction in Subsidy Payments due to the sequester will have a material adverse effect on the Commission's ability to pay Debt Service on the 2010 Series B Bonds or any other Bonds. On October 1, 2009, the Commission issued $185,000,000 in original aggregate principal amount of its Sales Tax Revenue Bonds (Limited Tax Bonds) 2009 Series A, 2009 Series B and 2009 Series C (collectively, the "2009 Bonds"), which are currently outstanding in the aggregate principal amount of $70,800,000. The Commission's Sales Tax Revenue Bonds (Limited Tax Bonds) 2009 Series A (the "2009 Series A Bonds") were refunded in full with a portion of the proceeds of the 2016 Bonds. The 2009 Bonds mature, subject to mandatory sinking fund redemption prior thereto, on June 1, 2029 and are variable rate obligations currently bearing interest at a weekly rate. To hedge its variable rate exposure on the 2009 Bonds, the Commission entered into an interest rate swap agreements, as described further in `BofA Swap Agreement" below. The 2009 Bonds are currently subject to optional tender by the holders thereof. The payment of the purchase price of tendered 2009 Bonds is payable from the proceeds of remarketing the 2009 Bonds and, to the extent remarketing proceeds are insufficient therefor, from amounts available from Standby Bond Purchase Agreements relating to each remaining series of the 2009 Bonds (each, a "2009 Bonds Liquidity Facility"), between the Commission and The Bank of Tokyo -Mitsubishi UFJ, Ltd., acting through its New York Branch (the "2009 Bonds Liquidity Provider"), or from any Alternate Liquidity Facility that may be obtained by the Commission in the future. Each 2009 Bonds Liquidity Facility expires on March 15, 2019, unless extended by the parties thereto. The obligation of the Commission to reimburse the 2009 Bonds Liquidity Provider and to make any other payments under a 2009 Bonds Liquidity Facility is secured by a pledge of Sales Tax Revenues on a parity with the pledge securing the Bonds, including the 2017 Bonds. Under certain circumstances, 2009 Bonds purchased by the 2009 Bonds Liquidity Provider and not remarketed may become Liquidity Facility Bonds. Such Liquidity Facility Bonds shall bear interest as provided in the relevant 2009 Bonds Liquidity Facility and may be subject to mandatory prepayment upon the occurrence of certain events of default described in such 2009 Bonds Liquidity Facility. BofA Swap Agreement The Commission entered into an ISDA Master Agreement, dated as of August 22, 2006, with Bank of America, N.A. ("BofA"), as supplemented by the Schedule, dated as of August 22, 2006 and the confirmation of a transaction, dated August 22, 2006, with an initial notional amount of $100,000,000 (collectively, the `BofA Swap Agreement") and an interest rate swap agreement with Deutsche Bank AG, acting through its New York Branch (the "DBAG Swap Agreement") with an initial notional amount of $85,000,000 to hedge its variable rate exposure on the 2009 Bonds. On September 28, 2016, the Commission negotiated the termination of the 36472210.6 18 154 DBAG Swap Agreement in conjunction with the refunding of the 2009 Series A Bonds. The BofA Swap Agreement has an effective date of October 1, 2009 and expires on June 1, 2029. The Commission's obligation to make regularly scheduled payments to BofA under the BofA Swap Agreement is secured by Sales Tax Revenues on a parity basis with the Commission's obligation to pay principal of and interest on the Bonds, including the 2017 Bonds, and therefore such obligation constitutes a Parity Obligation under the Indenture. The BofA Swap Agreement currently is outstanding in the notional amount of $70,800,000, subject to amortization as set forth therein, which corresponds to the combined amortization of the 2009 Series B Bonds and 2009 Series C Bonds. Pursuant to this agreement, BofA has agreed to pay the Commission a floating rate equal to 67% of USDLIBOR (One Month) and the Commission has agreed to pay BofA a fixed rate equal to 3.679%. The BofA Swap Agreement is subject to early termination in the event that the unenhanced ratings on the Bonds issued by Moody's Investors Service ("Moody's") and Standard & Poor's Rating Services ("S&P") fall below investment grade or are withdrawn or suspended; a reduction in the long- term unsubordinated ratings of BofA below investment grade can also result in an early termination of the BofA Swap Agreement. The Commission has the option of terminating the BofA Swap Agreement upon two Business Days' notice provided it has sufficient funds to pay any early termination amount. As of March 31, 2017, if the Commission terminated the BofA Swap Agreement, it would owe BofA a termination payment in the amount of approximately $10.5 million. The Commission is not required to post collateral with respect to its obligations under the BofA Swap Agreement. If there is an early termination of the BofA Swap Agreement, a termination payment is payable by either the Commission or the swap counterparty depending on the then current market value of the agreement. Any such termination payment payable by the Commission with respect to the BofA Swap Agreement could be substantial. Any early termination payments are payable from Sales Tax Revenues on a basis subordinate to the Bonds (including the 2017 Bonds), Parity Obligations and payments of principal of and interest on Subordinate Obligations. Subordinate Obligations The Commission may issue obligations ("Subordinate Obligations") payable out of Sales Tax Revenues on a basis subordinate to the payment of the principal, premium, interest and reserve fund requirements for the Bonds and all Parity Obligations, as the same become due and payable. The Commission's obligation to make early termination payments under the BofA Swap Agreement is secured by a pledge of the Sales Tax Revenues subordinate to the pledge in favor of the 2017 Bonds, Parity Obligations and payment of principal of and interest on Subordinate Obligations. The Commission's Sales Tax Revenue Commercial Paper Notes (Limited Tax Bonds) (the "Notes") and the credit agreement supporting the Notes constitute Subordinate Obligations under the Indenture. There are currently $20,000,000 of Notes outstanding. The program was initially established at a maximum of $185,000,000 in principal amount and has been reduced to a maximum of $60,000,000 in principal amount. The Commission intends to retire $20,000,000 in principal amount of the Notes currently outstanding with a portion of the proceeds from the 36472210.6 19 155 2017 Bonds. See "PLAN OF FINANCE" and "ESTIMATED SOURCES AND USES OF PROCEEDS." The principal of and interest on any Notes are payable from draws under an irrevocable, direct -pay letter of credit (the "CP Letter of Credit") issued by State Street Bank and Trust Company (the "CP Bank"). The stated amount of the Letter of Credit is $60,750,000. The CP Letter of Credit expires in October 2017, unless terminated earlier as provided in the related reimbursement agreement. The Commission's obligation to reimburse the CP Bank for draws under the CP Letter of Credit to pay the principal of and interest on the Notes is secured by a pledge of Sales Tax Revenues subordinate to the pledge in favor of the holders of the Bonds, including the 2017 Bonds, and on parity with the obligation to pay Note holders. If the Commission is unable to extend or replace the CP Letter of Credit by its expiration date, the Commission may refund any related Notes and any related reimbursement obligations due to the CP Bank with the proceeds of an additional Series of Bonds, in accordance with the requirements of the Indenture. See "SECURITY AND SOURCES OF PAYMENT FOR THE 2017 BONDS — Additional Bonds and Parity Obligations" herein. Limitation on Outstanding Sales Tax Obligations Under the Ordinance, as amended, the Commission has the power to sell or issue, from time to time, bonds or other evidence of indebtedness, including but not limited to capital appreciation bonds, secured solely by Sales Tax Revenues, in the aggregate principal amount at any one time outstanding of not to exceed $975 million. A ballot measure increasing the limitation from its original $500 million amount to $975 million was approved by a majority of those voting at a special election held in the County on November 2, 2010. Additional ballot measures increasing the limitation are possible in the future. See "SECURITY AND SOURCES OF PAYMENT FOR THE 2017 BONDS — Additional Bonds and Parity Obligations" herein. THE SALES TAX General The Act, among other things, authorizes the Commission to develop a countywide consensus on a proposed transaction expenditure plan to be submitted to the voters as part of an ordinance imposing a retail transactions and use tax in the County in accordance with the provisions of the California Transactions and Use Tax Law (Revenue and Taxation Code Section 7251, et seq.). In accordance with the Act, on November 5, 2002, more than two-thirds of the voters of the County voting on the measure approved Measure "A," which authorized the imposition of the Sales Tax in the County. The Sales Tax commenced on July 1, 2009 and will be collected for a thirty-year period ending on June 30, 2039. The Sales Tax consists of a one- half of one percent (1/2%) sales tax on the gross receipts of retailers from the sale of tangible personal property sold in the County and a use tax at the same rate upon the storage, use or other consumption in the County of such property purchased from any retailer for storage, use or other consumption in the County, subject to certain limited exceptions described below. See "RIVERSIDE COUNTY TRANSPORTATION COMMISSION — The Transportation Expenditure Plan" herein. 36472210.6 20 156 The one-half of one percent sales tax imposed in the County for transportation purposes and administered by the Commission, is in addition to the sales tax levied statewide by the State of California (the "State") and certain other sales taxes imposed by cities and local agencies within the County. Proposition 30, approved by the voters of the State in the November 2012 election, increased the statewide sales tax by one -quarter of one percent, from 7.25% to 7.5%, for a period of four years from January 1, 2013 to but excluding January 1, 2017. Thus, the State sales tax is currently 7.25%. In general, the statewide sales tax applies to the gross receipts of retailers from the sale of tangible personal property. The statewide use tax is imposed on the storage, use or other consumption in the state of property purchased from a retailer for such storage, use or other consumption. Since the use tax does not apply to cases where the sale of the property is subject to the sales tax, the application of the use tax generally is to purchases made outside of the State for use within the State. The Sales Tax generally is imposed upon the same transactions and items subject to the sales and use tax levied statewide by the State (hereinafter collectively referred to as the "State Sales Tax"), with generally the same exceptions. Many categories of transactions are exempt from the State Sales Tax and the Sales Tax. The most important of these exemptions are: sales of food products for home consumption, prescription medicine, edible livestock and their feed, seed and fertilizer used in raising food for human consumption, and gas, electricity and water when delivered to consumers through mains, lines and pipes. In addition, "Occasional Sales" (i.e., sales of property not held or used by a seller in the course of activities for which he or she is required to hold a seller's permit) are generally exempt from the State Sales Tax and from the Sales Tax; however, the "Occasional Sales" exemption does not apply to the sale of an entire business and other sales of machinery and equipment used in a business. Sales of property to be used outside the county which are shipped to a point outside the county, pursuant to the contract of sale, by delivery to such point by the retailer, or by delivery by the retailer to a carrier for shipment to a consignee, at such point, are exempt from the State Sales Tax and from the Sales Tax. Action by the State Legislature or by voter initiative or judicial decisions interpreting State law could change the transactions and items upon which the State Sales Tax and the Sales Tax are imposed. Such changes or amendments could have either an adverse or beneficial effect on Sales Tax Revenues. The Commission is not currently aware of any proposed legislative change which would have a material adverse effect on Sales Tax Revenues. See also "RISK FACTORS — Proposition 218" herein. Collection of Sales Tax Revenues Collection of the Sales Tax is administered by the Board of Equalization. The Commission and the Board of Equalization have entered into an agreement for state administration of district transactions and use taxes to authorize payment of Sales Tax Revenues directly to the Trustee. The Board of Equalization, after deducting amounts payable to itself, is required to remit the balance of amounts received from the Sales Tax directly to the Trustee. The Trustee is required to apply the Sales Tax Revenues to make deposits to the funds and accounts established under the Indenture and to transfer the remaining amounts to U.S. Bank National Association, as issuing and paying agent for the Notes (the "Issuing and Paying Agent"). See "SECURITY AND SOURCES OF PAYMENT FOR THE 2017 BONDS" herein. 36472210.6 21 157 The remaining unapplied Sales Tax Revenues, if any, are applied to pay fees, expenses and similar charges relating to any Liquidity Facility or Credit Enhancement, or otherwise owing in connection with the Bonds or Parity Obligations, and thereafter are transferred to the Commission for use for any purpose contemplated by the Ordinance The fee that the Board of Equalization is authorized to charge for collection of the Sales Tax is determined by State legislation. The Board of Equalization fee for collection of the Sales Tax for Fiscal Year 2016-17 is estimated to be $2,017,780. Historical Sales Tax Revenues below. The following table sets forth net Sales Tax Revenues for the Fiscal Years indicated RIVERSIDE COUNTY TRANSPORTATION COMMISSION HISTORICAL SALES TAX REVENUES Fiscal Year Ended June 30 Net Sales Tax Revenues(1) Percent Change From Prior Fiscal Year 2007 $154,539,723 - 2008 142,537,548 (7.77) 2009 119,688,289 (16.03) 2010 114,526,254 (4.31) 2011 123,439,833 7.78 2012 134,984,307 9.35 2013 149,428,124 10.70 2014 156,355,894 4.64 2015 163,092,776 4.31 2016 167,630,239 2.78 (1) Net of Board of Equalization administrative fee. Source: The Commission. Sales Tax receipts for the first ten months of the Fiscal Year ending June 30, 2017 were $141,104,206. The Commission is unable to predict if annual Sales Tax Revenues will continue to increase. For a summary of historical taxable retail sales within the County, see the table entitled "County of Riverside, Taxable Sales Transactions" in "APPENDIX B — COUNTY OF RIVERSIDE DEMOGRAPHIC AND ECONOMIC INFORMATION." 36472210.6 22 158 The following table sets forth the Maximum Annual Debt Service coverage on the Bonds (including the 2017 Bonds) based on Sales Tax Revenues for the Fiscal Year ended June 30, 2016. Sales Tax Revenues Fiscal Year Ended June 30, 2016 Maximum Annual Debt Service on all Bonds(') Coverage Ratio $167,630,239 $ (2) (2) (1) Interest on variable rate debt is calculated assuming the interest rates are equal to the fixed rates on the BofA Swap Agreement, without including any remarketing agent or liquidity provider fees and expenses. The Subsidy Payments relating to the Series 2010 Bonds are treated as an offset to Debt Service and the Maximum Annual Debt Service presented in the table above is reduced by the Subsidy Payments. Maximum Annual Debt Service is projected to occur in , 20. See "DEBT SERVICE SCHEDULE" and "RISK FACTORS — Reduction in Subsidy Payments" herein. (2) Includes debt service on 2017 Bonds. Source: The Commission and Fieldman, Rolapp & Associates. RIVERSIDE COUNTY TRANSPORTATION COMMISSION General The Commission is charged with a number of important responsibilities in serving the residents of the County. Administering the sales tax program, which has raised more than $1 billion, has been by far the most prominent of these responsibilities. The Commission, which has the responsibility of placing future transportation ballot measures before the public, was successful in November 2002 in obtaining more than two-thirds voter approval of the Sales Tax. In addition to the Commission's Measure A responsibilities, the Commission has also been designated as the congestion management agency (the "CMA") for the County. As the CMA, the Commission has developed a congestion management program that more effectively utilizes transportation funds by linking land use, transportation and air quality efforts. The Commission serves as the Service Authority for Freeway Emergencies and operates the freeway service patrol (the "FSP") for the County. The results of these programs — 597 call boxes along the County roadways and 21 FSP tow trucks providing assistance to more than 43,000 motorists annually — are among the most visible of the Commission's programs. In 1998, the State Legislature gave new authority to the Commission by changing the way funding is distributed from the State Transportation Improvement Program, which is funded through state and federal gas taxes. In simple terms, counties no longer apply to the State for funding their most urgent transportation needs. Instead, State transportation dollars are given directly as an entitlement, leaving the decision making about transportation spending up to the designated county transportation commission like the Commission. While this gives the Commission greater control over how transportation dollars are spent, it also requires a much higher level of local communication and participation to determine how these dollars are spent throughout a county with many transportation needs. The Commission has the responsibility to 36472210.6 23 159 program funds received under the California Transportation Development Act, a statewide source of funding for transit purposes, primarily to the County's major public transit providers, although the Commission has no responsibility to provide transit services. To enhance County -wide participation and improve its decision -making, the Commission made a major change in its structure in 1999 by expanding the Board from eight members to 30. The Board expanded in 2008, 2010 and 2011 with the addition of four members in total representing newly incorporated cities. The current Board now has 34 members. The expanded Commission ensures better representation throughout the County and provides the participatory framework for continued success in carrying out these responsibilities. State Route 91 Payment of the 2017 Bonds from Sales Tax Revenues is not conditioned upon the construction or operation of the Riverside SR-91 Corridor Improvement Project or the payment of the Commission's Toll Revenue Senior Lien Bonds, 2013 Series A and 2013 Series B (together, the "2013 Toll Revenue Bonds") issued in connection with the Riverside SR-91 Corridor Improvement Project. See, however, "RISK FACTORS — Financial and Operating Risks of the Riverside SR-91 Corridor Improvement Project and the I-15 Express Lanes Project." The Transportation Expenditure Plan On November 5, 2002, 69.2% of the voters of the County approved Measure "A" — The Riverside County Transportation Commission Transportation Expenditure Plan (the "Expenditure Plan") and Retail Transaction and Use Tax Ordinance (the "Ordinance") which expressed the following concerns in its preamble: "The transportation system in Riverside County is rapidly deteriorating and our population and economy are growing rapidly. Maintenance and repairs of existing roadways and improvements to relieve congestion cannot be accomplished with available funds. Without additional funds, the system will bog down and pavement will crumble into permanent disrepair.... Local governments must either generate revenues to expand our system and maintain our investments or watch the system collapse and endanger the health, welfare and safety of all Riverside County residents." The goals of the Expenditure Plan are as follows: (1) Maintain and improve the quality of life in Riverside County by supplementing existing funds for transportation; (2) provide for accountability in the expenditure of taxpayer funds; (3) provide for equity in the distribution of Measure "A" Revenues; and (4) provide for local control of the Transportation Improvement Program. To address the concerns as expressed in the preamble, and to accomplish its goals and policies, the Ordinance provided that sales tax revenues be distributed to the specific geographic 36472210.6 24 160 areas of Riverside County (i.e., Western County, Coachella Valley, and Palo Verde Valley) based on their proportionate share of revenues generated in the County, and that funds (including proceeds of bonds secured by such sales tax revenues) be allocated for highway and regional arterial projects, local streets and roads, transit and commuter rail, new corridors and economic development. In the Western County, $370 million is to be used for new corridor projects, $1.020 billion for highway projects, $300 million for regional arterial projects, $390 million for public transit, $970 million for local street and road improvements, $270 million for bond financing costs, and the remaining $40 million for economic development projects. In the Coachella Valley, fifty percent is to be earmarked for its highway and regional arterial system, thirty-five percent for local streets and roads, and the remaining fifteen percent for transit. All Palo Verde Valley funds are designated for the maintenance of local streets and roads. Commissioners Section 130053 of the California Public Utilities Code specifies that the Commission consists of five members of the Riverside County Board of Supervisors, one member from each incorporated city in Riverside County (each of whom must be a mayor or member of the City Council) and one non -voting member appointed by the governor of the State of California. The role of the Commission is to act as a policy -making board for Riverside County transportation activities. Executive Staff The Commission's key staff members, the position held by each and a brief statement of the background of each staff member are set forth below. Anne Mayer, Executive Director. Anne Mayer was appointed in October 2007 as the Executive Director of the Commission. She is responsible for overall management of the Commission including execution of operational policies and procedures and all personnel decisions. Ms. Mayer joined the Commission in May 2005 as Deputy Executive Director. Prior to joining the Commission, she was the District 8 Director for the California Department of Transportation ("Caltrans"). As District Director, she was responsible for management of the State highway system in San Bernardino and Riverside counties. Ms. Mayer is a Professional Engineer in the State of California with over 30 years of experience in the public works field, working at Caltrans for 14 of those years. Ms. Mayer holds a civil engineering degree from Michigan State University. John Standiford, Deputy Executive Director. In January 2008, John Standiford was appointed as Deputy Executive Director for the Commission. He joined the Commission in 1999 and was the Public Affairs Director prior to his current appointment. Mr. Standiford also served as the Manager of Government and Media Relations for the Orange County Transportation Authority, where he worked for more than seven years. Earlier in his career, Mr. Standiford worked for three state legislators from the Los Angeles area. He received his bachelor and masters degrees from the University of California, Irvine. Theresia Trevino, Chief Financial Officer. Ms. Trevino joined the Commission as the Chief Financial Officer in January 2004. Ms. Trevino previously worked as Manager of 36472210.6 25 161 Accounting and Financial Reporting for the Orange County Transportation Authority. She also served as an adjunct professor for governmental accounting and reporting at the University of Redlands. Ms. Trevino's 19-year public accounting career included 16 years with Ernst & Young LLP. As Senior Manager in its Assurance and Advisory Business Services practice serving government clients, she led the development of the Southern California practice and served as a national technical resource. She is a Certified Public Accountant in California and completed the Executive Management Program at the University of California, Riverside. Ms. Trevino received a bachelor of science degree in accounting from Loyola Marymount University with Magna Cum Laude Honors. Cash and Investments As of March 31, 2017 (based on unaudited financial information), the Commission had approximately $715.8 million, at book value, in cash and investments. Such cash and investments were comprised of non -discretionary trust accounts (including commercial paper proceeds and debt service principal and interest funds) of approximately $138.0 million and discretionary (operating) accounts of approximately $577.8 million. The non -discretionary trust accounts are primarily invested in specific debt securities and money market mutual funds. Approximately $106.8 million represents the 2013 Toll Revenue Bonds and 2013 Bond proceeds that secure the 2013 Toll Revenue Bonds and are not available as security for the 2017 Bonds. The discretionary accounts were invested, as of March 31, 2017, as follows: Percentage of Total Book Value Cash and Investments as of March 31, 2017 Riverside County Pooled Investment Fund 85.9% Local Agency Investment Fund 0.6 Operations Pooled Investments (in debt securities) 8.8 Bank deposits 4.7 Total 100.0% Additional information regarding the Commission's cash and investments is included in "Note 1. Summary of Significant Accounting Policies — Cash and Investments" and "Note 2. Cash and Investments" in the Notes to Financial Statements in "APPENDIX A COMMISSION AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR ENDED JUNE 30, 2016." Debt Management Policy The Commission's Board has adopted a Debt Management Policy with periodic revisions with the most recent revision approved by the Board on September 14, 2016. Since its initial adoption by the Board, the Debt Management Policy has stated that one of the Commission's main objectives in the sale of debt payable from Sales Tax Revenues is to maintain a 2.0x debt service coverage ratio. The Debt Management Policy is always subject to further revision by majority action of the Commissioners. 36472210.6 26 162 THE I-15 EXPRESS LANES PROJECT Interstate 15 (I-15) is an interstate goods -movement corridor that links Southern California to the counties east of Los Angeles and to Las Vegas, the Rocky Mountain States, and Canada. It is a major truck route included in the National Network for Federal Surface Transportation Assistance Act of 1982 for oversize trucks. The "I-15 Express Lanes Project" will add two tolled express lanes in each direction on I- 15 between Cajalco Road and SR-60, a distance of 14.6 miles. The primary purpose of the I-15 Express Lanes Project is to improve congested traffic operations, considering current and future (2040) travel demand, on the I-15 corridor between Cajalco Road and the I-15/State Route 60 (SR-60) Interchange just south of the San Bernardino County line. Additional project elements include the construction of a series of soundwalls along the project corridor as well as bridge widenings to accommodate the new tolled express lanes. All proposed improvements are to be constructed within the Caltrans right-of-way, with the majority of the improvements occurring within the existing I-15 median. The Commission awarded a design -build contract for the I-15 Express Lanes Project in April 2017 and expects for construction to commence in 2018. The tolled express lanes are expected to be open in mid-2020. RISK FACTORS Economic Conditions The amount of Sales Tax Revenues collected at any time is directly dependent upon the level of retail sales within the County. During the latter part of 2007 through 2010 the economy of the County was in a recession, as evidenced by a high unemployment rate, a decrease in total personal income and taxable sales, a drop in residential and commercial building permits, a decline in the rate of home sales and the median price of single-family homes and condominiums, an increase in notices of default on mortgage loans secured by homes and condominiums and an increase in foreclosures resulting from such defaults. No assurance can be provided that a future recession or economic decline will not adversely impact the level of retail sales within the County and therefore the amount of Sales Tax Revenues available to the Commission. For information relating to economic conditions within the County and the State, see "APPENDIX B — COUNTY OF RIVERSIDE DEMOGRAPHIC AND ECONOMIC INFORMATION." Investments The Commission has significant holdings in the Riverside County Investment Pool, which contains a broad range of investments. Market fluctuations have affected and will continue to affect the value of those investments and those fluctuations may be and historically have been material. Recent market disruptions have exacerbated the market fluctuations, but as a result of stable investments in government securities, the Commission's portfolio has not suffered any major losses with respect to the principal amount of funds invested. The Commission has experienced a reduction in interest income on such investments as a result of current market 36472210.6 27 163 conditions. See "RIVERSIDE COUNTY TRANSPORTATION COMMISSION — Cash and Investments." Parity with Liquidity Facility Bonds The Indenture does not provide the remedy of acceleration of any Bonds, including the 2017 Bonds, in the event of a default in the payment of principal of and interest on the Bonds when due; provided, however, that if any 2009 Bonds become Liquidity Facility Bonds, such Liquidity Facility Bonds are subject to mandatory prepayment as set forth in the related 2009 Bonds Liquidity Facility. Each 2009 Bonds Liquidity Facility generally provides that Liquidity Facility Bonds unable to be remarketed are subject to redemption in six equal semi-annual installments commencing 180 days following the earlier of (i) the related purchase date or (ii) the expiration date of the applicable 2009 Bonds Liquidity Facility. See "OTHER SALES TAX OBLIGATIONS — Existing Bonds." Upon a default by the Commission, each Holder of a 2017 Bond will have the rights to exercise the remedies set forth in the Indenture, subject to the limitations thereon. See "APPENDIX C — SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE." The Sales Tax With limited exceptions, the Sales Tax will be imposed upon the same transactions and items subject to the sales tax levied statewide by the State. The State Legislature or the voters within the State, through the initiative process, or judicial decisions interpreting State law, could change or limit the transactions and items upon which the statewide sales tax and the Sales Tax are imposed. Any such change or limitation could have an adverse impact on the Sales Tax Revenues collected. For a further description of the Sales Tax, see "THE SALES TAX." Increased Internet Use May Reduce Sales Tax Revenues The increasing use of the Internet to conduct electronic commerce may affect the levels of Sales Tax Revenues. Internet sales of physical products by businesses located in the State, and Internet sales of physical products delivered to the State by businesses located outside of the State are generally subject to the Sales Tax. The Commission believes that many of these transactions may avoid taxation either through error or deliberate non -reporting and this potentially reduces the amount of Sales Tax Revenues. As a result, the more that the Internet is used to conduct electronic commerce, along with the failure to collect sales taxes on such Internet purchases, the more that the Commission may experience reductions of Sales Tax Revenues. On September 23, 2011, Governor Jerry Brown signed into law a settlement with Amazon.com Inc., one of the largest internet retailers in the State. As a result, beginning in September 2012, Amazon started collecting taxes from its on-line sales in the State, to remit to the Board of Equalization. Proposition 218 On November 5, 1996, voters in the State approved an initiative known as the Right to Vote on Taxes Act ("Proposition 218"). Proposition 218 added Articles XIIIC and XIIID to the California Constitution. Article XIIIC requires majority voter approval for the imposition, extension or increase of general taxes and two-thirds voter approval for the imposition, extension 36472210.6 28 164 or increase of special taxes by a local government, which is defined to include local or regional governmental agencies such as the Commission. The Sales Tax was approved by more than two-thirds of the voters in Riverside County and is therefore in compliance with the requirements of Proposition 218. Article XIIIC also removes limitations that may have applied to the voter initiative power with regard to reducing or repealing previously authorized local taxes, even previously voter -approved taxes like the Sales Tax. In the view of the Commission, however, any attempt by the voters to use the initiative provisions of Proposition 218 to rescind or reduce the levy and collection of the Sales Tax in a manner which would prevent the payment of debt service on the 2017 Bonds, would violate the Contracts Clause of the United States Constitution and, accordingly, would be precluded. The interpretation and application of Proposition 218 will ultimately be determined by the courts. Further Initiatives Proposition 218 was adopted as a measure that qualified for the ballot pursuant to California's initiative process. From time to time other initiative measures could be adopted, which may affect the Commission's ability to levy and collect the Sales Tax, or change the types of transactions or items subject to a Sales Tax. Loss of Tax Exemption As discussed under "TAX MATTERS," interest on the 2017 Bonds could become includable in federal gross income, possibly from the date of issuance of the 2017 Bonds, as a result of acts or omissions of the Commission subsequent to the issuance of the 2017 Bonds. Should interest become includable in federal gross income, the 2017 Bonds are not subject to mandatory redemption by reason thereof and may remain outstanding until maturity. Reduction in Subsidy Payments The 2010 Series B Bonds have been designated by the Commission as "Build America Bonds" that are "qualified bonds" under the Stimulus Act. The Trustee is to receive on the Commission's behalf Subsidy Payments from the United States Treasury equal to 35% of the interest payable on the 2010 Series B Bonds, and 45% of the interest payable on such 2010 Series B Bonds that have been additionally designated as "Recovery Zone Economic Development Bonds." The amount of any Subsidy Payments to be received in connection with the 2010 Series B Bonds is subject to legislative changes by the United States Congress, as further described below. Further, Subsidy Payments will only be paid if the 2010 Series B Bonds continue to qualify as Build America Bonds or Recovery Zone Economic Development Bonds. For the 2010 Series B Bonds to be and remain Build America Bonds or Recovery Zone Economic Development Bonds, the Commission must comply with certain covenants and establish certain facts and expectations with respect to the 2010 Series B Bonds, the use and investment of proceeds thereof and the use of property financed thereby. Thus, it is possible that the Commission may not receive the Subsidy Payments. Subsidy Payments are also subject to offset against amounts that may, for unrelated reasons, be owed by the Commission to any agency of the United States of America. 36472210.6 29 165 On March 1, 2013, the federal government announced the implementation of certain automatic spending cuts known as "sequestration." In Fiscal Year 2015-16, sequestration reduced Subsidy Payments to the Commission by approximately $202,800. The Commission expects future reductions in Subsidy Payments to occur due to sequestration but is unable to predict the amount or duration of such reductions. Under the Indenture, Subsidy Payments are treated as an offset to Debt Service, but the Commission remains obligated to make all payments of Debt Service on the Bonds from Revenues regardless of whether it receives the full amount of the Subsidy Payments. The Commission does not believe that failure to receive all or any portion of the Subsidy Payments, due to sequestration or other causes, will have a material adverse effect on the Commission's ability to pay Debt Service on the 2010 Series B Bonds or any other Bonds. Financial and Operating Risks of the Riverside SR-91 Corridor Improvement Project and the I-15 Express Lanes Project The Commission incurred $597,709,010.60 of senior and subordinate debt payable from and secured by Toll Revenues to finance a portion of the costs of the Riverside SR-91 Corridor Improvement Project and expects to incur approximately $ of senior debt payable from and secured by toll revenues to finance a portion of the costs of the I-15 Express Lanes Project. In addition to its debt service obligations arising from such debt, the Commission will have ongoing operation and maintenance expenses as well as certain repair and rehabilitation obligations over the 50-year period following substantial completion of the Riverside SR-91 Corridor Improvement Project and the I-15 Express Lanes Project. Moreover, the Commission will also face continued liability as the owner of the Riverside SR-91 Corridor Improvement Project and the I-15 Express Lanes Project. The Commission has limited experience (approximately three months) with the ownership and operation of enterprises like the Riverside SR-91 Corridor Improvement Project and the I-15 Express Lanes Project. While the Commission's financial obligations with respect to the Riverside SR-91 Corridor Improvement Project and the I-15 Express Lanes Project after substantial completion are limited to Toll Revenues, any financial distress affecting the Riverside SR-91 Corridor Improvement Project or the I-15 Express Lanes Project may also affect the Commission. Neither project is owned by a stand-alone municipal entity that may file for Chapter 9 bankruptcy separately from the Commission. If either project was to experience financial difficulty severe enough to justify protection under the Bankruptcy Code, the Commission would be the entity filing for Chapter 9 bankruptcy. See "Impact of Bankruptcy of the Commission" below. Impact of Bankruptcy of the Commission The Commission may be authorized to file for Chapter 9 municipal bankruptcy under certain circumstances. Should the Commission file for bankruptcy, there could be adverse effects on the holders of the 2017 Bonds. If the Sales Tax Revenues are "special revenues" under the Bankruptcy Code, then Sales Tax Revenues collected after the date of the bankruptcy filing should be subject to the lien of the 36472210.6 30 166 Indenture. "Special revenues" are defined to include taxes specifically levied to finance one or more projects or systems, excluding receipts from general property, sales, or income taxes levied to finance the general purposes of the governmental entity. The Sales Tax was levied to finance the Expenditure Plan, which includes a number of projects (collectively referred to herein as the "Expenditure Plan Projects"), and some of these Expenditure Plan Projects are described in broad terms. If a court determined that the Sales Tax was levied to finance the general purposes of the Commission, rather than specific projects, then Sales Tax Revenues would not be special revenues. No assurance can be given that a court would not hold that the Sales Tax Revenues are not special revenues. Were the Sales Tax Revenues determined not to be "special revenues," then Sales Tax Revenues collected after the commencement of a bankruptcy case would likely not be subject to the lien of the Indenture. The holders of the 2017 Bonds may not be able to assert a claim against any property of the Commission other than the Sales Tax Revenues, and were these amounts no longer subject to the lien of the Indenture following commencement of a bankruptcy case, then there could thereafter be no amounts from which the holders of the 2017 Bonds are entitled to be paid. The Bankruptcy Code provides that special revenues can be applied to necessary operating expenses of the project or system from which the special revenues are derived, before they are applied to other obligations. This rule applies regardless of the provisions of the transaction documents. The law is not clear as to whether, or to what extent, Sales Tax Revenues would be considered to be "derived" from the Expenditure Plan Projects. To the extent that Sales Tax Revenues are determined to be both special revenues and derived from the Expenditure Plan Projects, the Commission may be able to use Sales Tax Revenues to pay necessary operating expenses of the Expenditure Plan Projects, before the remaining Sales Tax Revenues are turned over to the Trustee to pay amounts owed to the holders of the 2017 Bonds. It is not clear precisely which expenses would constitute necessary operating expenses. If the Commission is in bankruptcy, the parties (including the holders of the 2017 Bonds) may be prohibited from taking any action to collect any amount from the Commission or to enforce any obligation of the Commission, unless the permission of the bankruptcy court is obtained. These restrictions may also prevent the Trustee from making payments to the holders of the 2017 Bonds from funds in the Trustee's possession. The procedure pursuant to which Sales Tax Revenues are paid directly by the Board of Equalization to the Trustee may no longer be enforceable, and the Commission may be able to require the Board of Equalization to pay Sales Tax Revenues directly to the Commission. The Commission as a debtor in bankruptcy may be able to borrow additional money that is secured by a lien on any of its property (including Sales Tax Revenues), which lien could have priority over the lien of the Indenture, or to cause some Sales Tax Revenues to be released to it, free and clear of lien of the Indenture, in each case provided that the bankruptcy court determines that the rights of the Trustee and the holders of the 2017 Bonds will be adequately protected. The Commission may also be able, without the consent and over the objection of the Trustee and the holders of the 2017 Bonds, to alter the priority, interest rate, payment terms, collateral, maturity dates, payment sources, covenants (including tax -related covenants), and other terms or provisions of the Indenture and the 2017 Bonds, provided that the bankruptcy court determines that the alterations are "fair and equitable." 36472210.6 31 167 There may be delays in payments on the 2017 Bonds while the court considers any of these issues. There may be other possible effects of a bankruptcy of the Commission that could result in delays or reductions in payments on the 2017 Bonds, or result in losses to the holders of the 2017 Bonds. Regardless of any specific adverse determinations in a Commission bankruptcy proceeding, the fact of a Commission bankruptcy proceeding could have an adverse effect on the liquidity and value of the 2017 Bonds. FINANCIAL STATEMENTS The financial statements of the Commission for the Fiscal Year ended June 30, 2016, included in the 2016 CAFR which is attached as APPENDIX A to this Official Statement, have been audited by Macias Gini & O'Connell LLP, certified public accountants, as stated in its report therein. Macias Gini & O'Connell LLP, the Commission's independent auditor, has not been engaged to perform, and has not performed, since the date of its report included therein, any procedures on the financial statements addressed in that report. Macias Gini & O'Connell LLP also has not performed any procedures relating to this Official Statement. Except as described herein, the Commission represents that there has been no material adverse change in its financial position since June 30, 2016. LITIGATION There is not now pending any litigation restraining or enjoining the imposition or collection of the Sales Tax, the construction or operation of the SR-91 Corridor Improvement Project or the I-15 Express Lanes Project or the issuance or delivery of the 2017 Bonds or questioning or affecting the validity of the 2017 Bonds or the proceedings and authority under which they are to be issued. Neither the creation, organization or existence of the Commission, nor the title of the present members of the Commission to their respective offices, is being contested. TAX MATTERS In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Commission ("Bond Counsel"), based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the 2017 Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 (the "Code") and is exempt from State of California personal income taxes. Bond Counsel is of the further opinion that interest on the 2017 Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although Bond Counsel observes that such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. A complete copy of the proposed form of opinion of Bond Counsel is included herein as APPENDIX F. To the extent the issue price of any maturity of the 2017 Bonds is less than the amount to be paid at maturity of such 2017 Bonds (excluding amounts stated to be interest and payable at least annually over the term of such 2017 Bonds), the difference constitutes "original issue discount," the accrual of which, to the extent properly allocable to each owner thereof, is treated 36472210.6 32 168 as interest on the 2017 Bonds which is excluded from gross income for federal income tax purposes and State of California personal income taxes. For this purpose, the issue price of a particular maturity of the 2017 Bonds is the first price at which a substantial amount of such maturity of the 2017 Bonds is sold to the public (excluding bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers). The original issue discount with respect to any maturity of the 2017 Bonds accrues daily over the term to maturity of such 2017 Bonds on the basis of a constant interest rate compounded semiannually (with straight-line interpolations between compounding dates). The accruing original issue discount is added to the adjusted basis of such 2017 Bonds to determine taxable gain or loss upon disposition (including sale, redemption, or payment on maturity) of such 2017 Bonds. Owners of the 2017 Bonds should consult their own tax advisors with respect to the tax consequences of ownership of 2017 Bonds with original issue discount, including the treatment of purchasers who do not purchase such 2017 Bonds in the original offering to the public at the first price at which a substantial amount of such 2017 Bonds is sold to the public. 2017 Bonds purchased, whether at original issuance or otherwise, for an amount higher than their principal amount payable at maturity (or, in some cases, at their earlier call date) ("Premium Bonds") will be treated as having amortizable bond premium. No deduction is allowable for the amortizable bond premium in the case of bonds, like the Premium Bonds, the interest on which is excluded from gross income for federal income tax purposes. However, the amount of tax-exempt interest received, and a purchaser's basis in a Premium Bond, will be reduced by the amount of amortizable bond premium properly allocable to such purchaser. Owners of Premium Bonds should consult their own tax advisors with respect to the proper treatment of amortizable bond premium in their particular circumstances. The Code imposes various restrictions, conditions and requirements relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the 2017 Bonds. The Commission has made certain representations and covenanted to comply with certain restrictions, conditions and requirements designed to ensure that interest on the 2017 Bonds will not be included in federal gross income. Inaccuracy of these representations or failure to comply with these covenants may result in interest on the 2017 Bonds being included in gross income for federal income tax purposes, possibly from the date of original issuance of the 2017 Bonds. The opinion of Bond Counsel assumes the accuracy of these representations and compliance with these covenants. Bond Counsel has not undertaken to determine (or to inform any person) whether any actions taken (or not taken), or events occurring (or not occurring), or any other matters coming to Bond Counsel's attention after the date of issuance of the 2017 Bonds may adversely affect the value of, or the tax status of interest on, the 2017 Bonds. Accordingly, the opinion of Bond Counsel is not intended to, and may not, be relied upon in connection with any such actions, events or matters. Although Bond Counsel is of the opinion that interest on the 2017 Bonds is excluded from gross income for federal income tax purposes and is exempt from State of California personal income taxes, the ownership or disposition of, or the accrual or receipt of amounts treated as interest on, the 2017 Bonds may otherwise affect a beneficial owner's federal, state or local tax liability. The nature and extent of these other tax consequences depends upon the particular tax status of the beneficial owner or the beneficial owner's other items of income or deduction. Bond Counsel expresses no opinion regarding any such other tax consequences. 36472210.6 33 169 Current and future legislative proposals, if enacted into law, clarification of the Code or court decisions may cause interest on the 2017 Bonds to be subject, directly or indirectly, in whole or in part, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent beneficial owners from realizing the full current benefit of the tax status of such interest. For example, budget proposals in recent years have proposed legislation that would limit the exclusion from gross income of interest on the 2017 Bonds to some extent for high -income individuals. The introduction or enactment of any such legislative proposals or clarification of the Code or court decisions may also affect, perhaps significantly, the market price for, or marketability of, the 2017 Bonds. Prospective purchasers of the 2017 Bonds should consult their own tax advisors regarding the potential impact of any pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel is expected to express no opinion. The opinion of Bond Counsel is based on current legal authority, covers certain matters not directly addressed by such authorities, and represents Bond Counsel's judgment as to the proper treatment of the 2017 Bonds for federal income tax purposes. It is not binding on the Internal Revenue Service ("IRS") or the courts. Furthermore, Bond Counsel cannot give and has not given any opinion or assurance about the future activities of the Commission, or about the effect of future changes in the Code, the applicable regulations, the interpretation thereof or the enforcement thereof by the IRS. The Commission has covenanted, however, to comply with the requirements of the Code. Bond Counsel's engagement with respect to the 2017 Bonds ends with the issuance of the 2017 Bonds, and, unless separately engaged, Bond Counsel is not obligated to defend the Commission or the beneficial owners regarding the tax-exempt status of the 2017 Bonds in the event of an audit examination by the IRS. Under current procedures, parties other than the Commission and its appointed counsel, including the beneficial owners, would have little, if any, right to participate in the audit examination process. Moreover, because achieving judicial review in connection with an audit examination of tax-exempt bonds is difficult, obtaining an independent review of IRS positions with which the Commission legitimately disagrees may not be practicable. Any action of the Internal Revenue Service, including but not limited to selection of the 2017 Bonds for audit, or the course or result of such audit, or an audit of bonds presenting similar tax issues, may affect the market price for, or the marketability of, the 2017 Bonds, and may cause the Commission or the beneficial owners to incur significant expense. CERTAIN LEGAL MATTERS The validity of the Bonds and certain other legal matters are subject to the approving opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Commission. A complete copy of the proposed form of Bond Counsel opinion is contained in APPENDIX F hereto. Bond Counsel undertakes no responsibility for the accuracy, completeness or fairness of this Official Statement. Certain legal matters will be passed upon for the Commission by Norton Rose Fulbright US LLP, Los Angeles, California, as Disclosure Counsel, and by Best Best & Krieger LLP, Riverside, California, the General Counsel for the Commission. Compensation paid to Bond Counsel and Disclosure Counsel is conditioned upon the successful issuance of the 2017 Bonds. 36472210.6 34 170 RATINGS S&P Global Ratings, a business unit of Standard & Poor's Financial Services LLC, and Fitch Ratings have assigned the 2017 Bonds the long-term municipal bond credit ratings of "" and "," respectively. Each such rating should be evaluated independently of any other rating. Such ratings reflect only the views of such organizations and any desired explanation of the significance of such ratings should be obtained from the rating agency furnishing the same. The ratings described above do not constitute a recommendation to buy, sell or hold the 2017 Bonds. The Commission has furnished to the rating agencies certain information respecting the 2017 Bonds and the Commission. Generally, rating agencies base their ratings on such information and materials and their own investigations, studies and assumptions. The ratings are subject to revision, suspension or withdrawal at any time by the rating agencies, and there is no assurance that the ratings will continue for any period of time or that they will not be lowered or withdrawn. The Commission undertakes no responsibility to oppose any such revision, suspension or withdrawal. Any downward revision, suspension or withdrawal of any rating may have an adverse effect on the market price of the 2017 Bonds or the ability to sell the 2017 Bonds. UNDERWRITING Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co. and Barclays Capital LLC, as co -representatives of themselves and Academy Securities Inc. and Fidelity Capital Markets, underwriters of the 2017 Bonds (collectively, the "Underwriters"), have agreed, subject to certain conditions, to purchase the 2017 Bonds at a price of $ (representing the aggregate principal amount of the 2017 Bonds, plus/less a premium/discount of $ , less an underwriters' discount of $ ). The Bond Purchase Agreement for the 2017 Bonds provides that the Underwriters will purchase all the 2017 Bonds if any are purchased. The delivery of the 2017 Bonds is conditioned upon the prior execution of the TIFIA Loan Agreement. The 2017 Bonds may be offered and sold by the Underwriters to certain dealers and others at yields lower than the public offering yields indicated on the inside cover hereof, and such public offering yields may be changed, from time to time, by the Underwriters. An affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated, one of the Underwriters, is a counterparty under an interest rate swap agreement (the BofA Swap Agreement) that hedges the 2009 Series B Bonds and 2009 Series C Bonds. Barclays Capital LLC, one of the Underwriters, serves as the Commission's commercial paper dealer and remarketing agent for the 2009 Series B Bonds and 2009 Series C Bonds. The following paragraphs have been provided by the Underwriters for inclusion in this Official Statement and the Commission does not assume any responsibility for the accuracy or completeness of such statements or information. Academy Securities, Inc., Co -Manager of the 2017 Bonds, has entered into Distribution Agreements with The Vanguard Group, TD Ameritrade Inc., Stoever, Glass & Company Inc., 36472210.6 35 171 BNY Mellon Capital Markets LLC, R. Seelaus & Co., Douglas & Co. Municipals, Inc., Ross, Sinclaire & Associates, Inc., W.H. Me11 Associates, Inc., Intercoastal Capital Markets, Inc., and Janney Montgomery Scott LLC for the retail distribution of certain municipal securities at the original issue prices. Pursuant to these Distribution Agreements (if applicable to this transaction), Academy Securities may share a portion of its underwriting compensation with these firms. The Underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non -financial activities and services. Under certain circumstances, the Underwriters and their affiliates may have certain creditor and/or other rights against the Commission and its affiliates in connection with such activities. In the various course of their various business activities, the Underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively traded securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the Commission (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the Commission. The Underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments MUNICIPAL ADVISOR The Commission has retained Fieldman, Rolapp & Associates, Irvine, California, as Municipal Advisor in connection with the issuance of the 2017 Bonds. Unless specifically noted, the Municipal Advisor is not obligated to undertake, and has not undertaken to make, an independent verification or assume responsibility for the accuracy, completeness or fairness of the information contained in this Official Statement. The Municipal Advisor is an independent municipal advisory firm and is not engaged in the business of underwriting, trading or distributing municipal securities or other public securities. Compensation paid to the Municipal Advisor is contingent upon the successful issuance of the 2017 Bonds. CONTINUING DISCLOSURE The Commission has agreed to execute the Continuing Disclosure Agreement and will covenant therein for the benefit of the beneficial owners of the 2017 Bonds to provide certain financial information and operating data relating to the Commission and the Sales Tax by not later than nine months after the end of the Commission's prior fiscal year (the "Annual Reports"), and to provide notices of the occurrence of certain enumerated events (the "Listed Events"). The Annual Reports and notices of Listed Events will be filed with the MSRB. See "APPENDIX D — FORM OF CONTINUING DISCLOSURE AGREEMENT." 36472210.6 36 172 MISCELLANEOUS The references herein to the Act and the Indenture are brief outlines of certain provisions thereof. Such outlines do not purport to be complete and for full and complete statements of such provisions reference is made to said documents or the Act, as the case may be. Copies of the documents mentioned under this heading are available for inspection at the Commission and following delivery of the 2017 Bonds will be on file at the offices of the Trustee in Los Angeles, California. References are made herein to certain documents and reports which are brief summaries thereof which do not purport to be complete or definitive. Reference is made to such documents and reports for full and complete statements of the content thereof. Any statement in this Official Statement involving matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact. This Official Statement is not to be construed as a contract or agreement between the Commission and the purchasers or Holders of any of the 2017 Bonds. The execution and delivery of this Official Statement has been duly authorized by the Commission. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: Executive Director 36472210.6 37 173 APPENDIX A COMMISSION AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR ENDED JUNE 30, 2016 36472210.6 APPENDIX B COUNTY OF RIVERSIDE DEMOGRAPHIC AND ECONOMIC INFORMATION [update appendix as 2016 data becomes available] Set forth below is certain demographic and economic information with respect to the County of Riverside (the "County"). Such information is provided as general information and has been obtained from sources that the Commission believes to be reliable, but the Commission makes no representation as to the accuracy or completeness of the information included. The weakness of the economy at the County, State and national levels may not be reflected in the data presented below, as more recent information has not been made available to the Commission. The County was organized in 1893 from territory in San Bernardino and San Diego Counties and encompasses 7,177 square miles. The County is bordered on the north by San Bernardino County, on the east by the State of Arizona, on the south by San Diego and Imperial Counties and on the west by Orange and San Bernardino Counties. The County is the fourth largest county (by area) in the State and stretches 185 miles from the Arizona border to within 20 miles of the Pacific Ocean. There are 28 incorporated cities in the County. In its 123 years of existence, the County's economy has diversified and prospered. Originally, the County was a very agricultural area, known for a variety of crops grown on its fertile soils. The County remains a strong agricultural area, but it is increasingly becoming a leader in manufacturing, transportation, construction, and tourism. Population According to the State Department of Finance, Demographic Research Unit, the County's population was estimated at 2,347,828 as of January 1, 2016, representing an approximately 1.3% increase over the County's population as estimated for the prior year, and a rate higher than the statewide population increase of 0.9% for the same period. According to the State Department of Finance, Demographic Research Unit, the County's population was estimated at 2,360,727 as of July 1, 2016. For the ten year period of January 1, 2006 to January 1, 2016, the County's population grew by approximately 18.82%. During this period, the cities of Eastvale, Jurupa Valley, Menifee and Wildomar incorporated, and account for a total population of 12.16% of the County as of January 1, 2016. 36472210.6 B-1 175 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. 36472210.6 B-2 176 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. 36472210.6 B-3 177 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(l) California(1) United States(3) 2011 2012 2013 2014 2015 2016 13.2% 11.6% 9.9% 8.2% 6.7% 6.3%(2) 11.7 10.4 89 7.5 6.2 5.5(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 October 2016. (3) For June of the given year; data is seasonally adjusted. 36472210.6 B-4 178 Commercial Activity Commercial activity is an important factor in the County's economy. Much of the County's commercial activity is concentrated in central business districts or small neighborhood commercial centers in cities. There are five regional shopping malls in the County: Galleria at Tyler (Riverside), Hemet Valley Mall, Westfield Palm Desert Shopping Center, Moreno Valley Mall, and The Promenade in Temecula. There are also two factory outlet malls (Desert Hills Factory Stores and Lake Elsinore Outlet Center) and over 200 area centers in the County. Taxable Sales Transactions The following table sets forth taxable sale transactions in the County for the years 2010 through 2014, the last year being the most recent full year of which annual data is currently available. Taxable sale transaction information by industry for 2015 is not yet available. COUNTY OF RIVERSIDE TAXABLE SALES TRANSACTIONS (In Thousands) 2010 2011 2012 2013 2014 Motor Vehicles and Parts Dealers $ 2,620,568 $ 3,010,487 $ 3,493,098 $ 3,965,201 4,417,943 Furniture and Home Furnishings 412,325 436,482 441,649 486,061 520,393 Electronics and Appliances Stores 470,784 478,406 488,419 510,423 510,061 Building Materials, Garden Equipment and Supplies 1,232,145 1,303,073 1,365,513 1,535,178 1,706,183 Food and Beverage Stores 1,267,758 1,304,731 1,356,148 1,421,590 1,509,403 Health and Personal Care Stores 400,207 454,268 490,238 523,724 544,958 Gasoline Stations 2,685,840 3,300,785 3,516,040 3,456,322 3,426,830 Clothing and Clothing Accessories Stores 1,391,174 1,505,821 1,672,482 1,771,603 1,989,623 Sporting Goods, Hobby, Book and Music Stores 428,121 454,971 467,536 499,366 519,188 General Merchandise Stores 2,947,905 3,051,709 3,174,022 3,298,920 3,289,057 Miscellaneous Store Retailers 652,273 700,338 742,118 758,664 809,032 Nonstore Retailers 92,916 101,876 142,081 243,334 309,809 Food Services and Drinking Places 2,317,486 2,473,339 2,668,324 2,836,388 3,093,862 Total Retail and Food Services') 16,919,500 18,576,285 20,016,668 21,306,774 22,646,343 All Other Outlets 6,233,280 7,065,212 8,079,341 8,758,693 9,389,345 Total All Outlets(1) $23,152,780 $25,641,497 $28,096,009 $30,065,467 32,035,687 Source: California State Board of Equalization, Research and Statistics Division. (1) Amounts subject to rounding differences. 36472210.6 B-5 179 Building and Real Estate Activity The following tables set forth five-year summaries of building permit valuations and new dwelling units authorized in the County (in both incorporated and unincorporated areas) for the years 2011 through 2015. COUNTY OF RIVERSIDE BUILDING PERMIT VALUATIONS (In Thousands) 2011 2012 2013 2014 2015 RESIDENTIAL New Single -Family $ 651,747 $ 854,814 $1,134,158 $1,296,553 $1,267,593 New Multi -Family 115,064 99,578 136,501 178,117 110,458 Alterations and Adjustments 119,684 84,517 94,422 147,081 113,615 Total Residential 886,495 1,038,909 1,365,081 1,621,751 1,491,666 NON-RESIDENTIAL New Commercial 152,160 346,865 80,510 184,138 182,089 New Industry 10,000 3,767 140,972 161,321 111,070 New Other(1) 99,898 78,602 184,500 142,204 215,914 Alterations & Adjustments 297,357 154,325 364,616 327,327 299,882 Total Nonresidential 559,415 583,559 770,598 814,990 808,955 TOTAL ALL BUILDING $1,445,910 $1,622,468 $2,135,679 $2,436,741 $2,300,621 Source: Construction Industry Research Board for years 2011, 2014 and 2015; California Homebuilding Foundation for years 2012 and 2013. (1) Includes churches and religious buildings, hospitals and institutional buildings, schools and educational buildings, residential garages, and public works and utilities buildings. COUNTY OF RIVERSIDE NUMBER OF NEW DWELLING UNITS 2011 2012 2013 2014 2015 Single Family 2,659 3,467 4,671 5,007 4,833 Multi -Family 1,061 829 1,415 1,931 1,189 TOTAL 3,720 4,296 6.086 6,938 6,022 Source: Construction Industry Research Board for years 2011, 2014 and 2015; California Homebuilding Foundation/Construction Industry Research Board for years 2012 and 2013. 36472210.6 B-6 180 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. (I) Southern California comprises Los Angeles, Orange, San Diego, Riverside, San Bernardino and Ventura Counties. Agriculture Agriculture remains an important source of income in the County. Principal agricultural products are: nursery, milk, table grapes, eggs, avocados, grapefruit, alfalfa, bell peppers, dates, and lemons. Four areas in the County account for the major portion of agricultural activity: the Riverside/Corona and San Jacinto/Temecula Valley Districts in the western portion of the County, the Coachella Valley in the central portion and the Palo Verde Valley near the County's eastern border. The value of agricultural production in the County for the years 2011 through 2015 is set forth in the following table. 36472210.6 B-7 181 COUNTY OF RIVERSIDE VALUE OF AGRICULTURAL PRODUCTION 2011 Citrus Fruits $ 119,942,513 Trees and Vines 232,649,262 Vegetables, Melons, Misc. 278,628,295 Field and Seed Crops 149,198,052 Nursery 200,154,964 Apiculture 4,844,400 Aquaculture 4,808,250 Livestock and Poultry 292,030,380 Grand Total $1,282,256,116 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 Source: Riverside County Agricultural Production Report. Transportation 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 2015 $ 187,673,000 234,928,000 327,199,000 122,794,000 158,648,000 4,897,000 5,397,000 260,015,000 $1,301,551,000 Several major freeways and highways provide access between the County and all parts of Southern California. State Route 91 extends southwest through Corona and connects with the Orange County freeway network in Fullerton. Interstate 10 traverses most of the width of the County, the western -most portion of which links up with major cities and freeways in Los Angeles County and the southern part of San Bernardino County, with the eastern part linking to the County's desert cities and Arizona. Interstate 15 and 215 extend north and then east to Las Vegas, and south to San Diego. State Route 60 provides an alternate (to Interstate 10) east -west link to Los Angeles County. 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 opened in March 2017. When travelling along State Route 91 through Corona, vehicles may use either the tolled express lanes or the general purpose lanes, which are free. Metrolink provides commuter rail service to Los Angeles, San Bernardino and Orange Counties from nine stations in the County. Transcontinental passenger rail service is provided by Amtrak with stops in Riverside and Palm Springs. Freight service to major west coast and national markets is provided by two transcontinental railroads —Union Pacific Railroad and the BNSF Railway Company. Truck service is provided by several common carriers, making available overnight delivery service to major California cities. Transcontinental bus service is provided by Greyhound Lines. Intercounty, intercity and local bus service is provided by the Riverside Transit Agency to western County cities and communities. There are also four municipal transit operators in the western County providing services within the cities of Banning, Beaumont, Corona and Riverside. The SunLine Transit Agency provides local bus service throughout the Coachella Valley, servicing the area from Desert Hot Springs to Oasis and from Palm Springs to Riverside. The Palo Verde Valley Transit Agency provides service in the far eastern portion of the County (City of Blythe and surrounding communities). 36472210.6 B-8 182 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. 36472210.6 B-9 183 APPENDIX C SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE 36472210.6 APPENDIX D FORM OF CONTINUING DISCLOSURE AGREEMENT 36472210.6 APPENDIX E BOOK ENTRY SYSTEM The information in this Appendix E concerning The Depository Trust Company, New York, New York ("DTC'), and DTC's Book -Entry System has been obtained from DTC and the Commission and the Trustee take no responsibility for the completeness or accuracy thereof. The Commission and the Trustee cannot and do not give any assurances that DTC (defined below), DTC Participants or Indirect Participants or others will distribute any (a) payments of principal or purchase price or interest with respect to the 2017 Bonds, (b) certificates representing ownership interest in or other confirmation or ownership interest in the 2017 Bonds, or (c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the 2017 Bonds, or that they will do so on a timely basis, or that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in this Appendix E. The current "Rules" applicable to DTC are on file with the Securities and Exchange Commission and the current "Procedures" of DTC to be followed in dealing with DTC Participants are on file with DTC. The Commission and the Trustee are not responsible or liable for the failure of DTC or any DTC Participant to make any payment or give any notice to a beneficial owner with respect to the 2017 Bonds or an error or delay relating thereto. The Depository Trust Company, New York, NY, will act as securities depository for the 2017 Bonds. The 2017 Bonds will be issued as fully -registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully -registered bond certificate will be issued for each maturity of each series of the 2017 Bonds, in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC is a limited -purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book -entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly -owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation, and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect 36472210.6 E-1 186 Participants"). DTC has a Standard & Poor's rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. The information set forth on such website is not incorporated by reference herein. Purchases of 2017 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the 2017 Bonds on DTC's records. The ownership interest of each actual purchaser of each 2017 Bond (`Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the 2017 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book -entry system for the 2017 Bonds is discontinued. To facilitate subsequent transfers, all 2017 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of 2017 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the 2017 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such 2017 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices shall be sent to DTC. If less than all of the 2017 Bonds within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to 2017 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts 2017 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). 36472210.6 E-2 187 Principal, premium, if any, and interest payments on the 2017 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the Trustee, on a payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC nor its nominee, the Trustee, or the Commission, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, premium, if any, and interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the 2017 Bonds at any time by giving reasonable notice to the Trustee. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered. The Commission may decide to discontinue use of the system of book -entry transfers through DTC (or a successor securities depository). In that event, bond certificates will be printed and delivered. If DTC determines not to continue to act as securities depository by giving notice to the Commission and the Trustee, and discharges its responsibilities with respect thereto under applicable law and there is not a successor securities depository, or the Commission determines that it is in the best interest of the Beneficial Owners of the 2017 Bonds that they be able to obtain certificates, the Trustee will execute, transfer and exchange 2017 Bonds as requested by DTC and will deliver new 2017 Bonds in fully registered form in denominations of $5,000 principal amount or any integral multiple thereof in the names of Beneficial Owners or DTC Participants. In the event the book -entry system is discontinued, the principal amount of and premium, if any, payable with respect to the 2017 Bonds will be payable upon surrender thereof at the principal corporate trust office of the Trustee. The interest on 2017 Bonds will be payable by check mailed to the respective Owners thereof at their addresses as they appear on the books maintained by the Trustee. Any 2017 Bond may, in accordance with its terms, be transferred, upon the register required to be kept pursuant to the provisions of the Indenture, by the person in whose name it is registered, in person or by his or her duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form approved by the Trustee. The 2017 Bonds may be exchanged at the corporate trust office of the Trustee for a like aggregate principal amount of 2017 Bonds of other authorized denominations of the same series, tenor, maturity and interest rate by the person in whose name it is registered, in person or by his or her duly authorized attorney, upon surrender of such 2017 36472210.6 E-3 188 Bond for cancellation; provided that no transfer or exchange may occur during the period established by the Trustee for selection of 2017 Bonds for redemption, or of any 2017 Bond or portion of a 2017 Bond so selected for redemption. The Trustee shall require the Bondholder requesting such transfer or exchange to pay any tax or other governmental charge required to be paid with respect to such exchange. 36472210.6 E-4 189 APPENDIX F FORM OF BOND COUNSEL OPINION 190 ATTACHMENT 3 OH&S Draft — 4/19/17 SEVENTH SUPPLEMENTAL INDENTURE between RIVERSIDE COUNTY TRANSPORTATION COMMISSION and U.S. BANK NATIONAL ASSOCIATION, as Trustee Dated as of [July 1, 2017] Relating to RIVERSIDE COUNTY TRANSPORTATION COMMISSION SALES TAX REVENUE BONDS (LIMITED TAX BONDS) 2017 SERIES A (Supplementing the Indenture Dated as of June 1, 2008) OHSUSA:765987463.8 191 ARTICLE XLVIII DEFINITIONS Section 48.01. Definitions 1 Section 48.02. Rules of Construction 3 Section 49.01. Section 49.02. Section 49.03. Section 50.01. Section 50.02. Section 50.03. Section 50.04. Section 51.01. Section 51.02. Section 51.03. Section 51.04. ARTICLE XLIX FINDINGS, DETERMINATIONS AND DIRECTIONS Findings and Determinations 3 Recital in Bonds 3 Effect of Findings and Recital 4 ARTICLE L AUTHORIZATION OF 2017 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 LI REDEMPTION AND PURCHASE OF 2017 SERIES A BONDS Optional Redemption of 2017 Series A Bonds 6 Mandatory Redemption of 2017 Series A Bonds From Mandatory Sinking Account Payments 6 Selection of Bonds for Redemption 7 Notice of Redemption; Purchase In Lieu of Redemption 7 ARTICLE LII ESTABLISHMENT OF FUNDS AND ACCOUNTS AND APPLICATION THEREOF Section 52.01. Section 52.02. Section 52.03. Section 52.04. Section 53.01. Section 53.02. Section 53.03. Section 53.04. Section 53.05. Section 53.06. Section 53.07. Section 53.08. Funds and Accounts 8 2017 Project Fund 8 2017 Costs of Issuance Fund 8 I-15 Trust Fund 9 ARTICLE LIII MISCELLANEOUS Severability 9 Parties Interested Herein 9 Headings Not Binding 10 Notice Addresses 10 Notices to Rating Agencies 10 Indenture to Remain in Effect 10 Effective Date of Seventh Supplemental Indenture 10 Execution in Counterparts 10 i OHSUSA:765987463.8 192 EXHIBITS EXHIBIT A FORM OF 2017 SERIES A BOND A-1 EXHIBIT B NOTICE ADDRESSES B-1 ii OHSUSA:765987463.8 193 SEVENTH SUPPLEMENTAL INDENTURE THIS SEVENTH SUPPLEMENTAL INDENTURE, dated as of [July 1, 2017] (this "Seventh Supplemental Indenture"), between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION, a public entity duly established and existing under the laws of the State of California (the "Commission") and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under and by virtue of the laws of the United States of America, as trustee (the "Trustee"): WITNESSETH: WHEREAS, this Seventh Supplemental Indenture is supplemental to the Indenture, dated as of June 1, 2008 (as supplemented and amended from time to time pursuant to its terms, the "Indenture"), between the Commission and the Trustee; WHEREAS, the Indenture provides that the Commission may issue Bonds from time to time as authorized by a Supplemental Indenture, which Bonds are to be payable from Revenues and from such other sources as may be specified with respect to a particular Series of Bonds in the Supplemental Indenture authorizing such Series; WHEREAS, the Commission has heretofore issued its Sales Tax Revenue Bonds (Limited Tax Bonds), 2009 Series B, 2009 Series C, 2010 Series A, 2010 Series B, 2013 Series A and Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2016 Series A and such bonds are outstanding in the aggregate principal amount of $756,240,000, secured by the pledge of Revenues and other monies as set forth in the Indenture; and WHEREAS, the Commission desires to provide at this time for the issuance of an additional Series of Bonds to be designated "Riverside County Transportation Commission Sales Tax Revenue Bonds (Limited Tax Bonds), 2017 Series A" (the "2017 Series A Bonds") for the purpose of providing funds to pay for a portion of the Costs of the Project, to retire [$20,000,000] principal amount of the Commission's Outstanding Notes, and to pay costs of issuance, all as provided in this Seventh Supplemental Indenture; NOW, THEREFORE, the parties hereto hereby agree as follows: ARTICLE XLVIII DEFINITIONS Section 48.01. Definitions. (a) Definitions. Unless the context otherwise requires, or as otherwise provided in subsection (b) and (c) of this Section, all terms which are defined in Section 1.02, Section 19.01, Section 26.01, Section 32.01, Section 36.01 and Section 42.01 of the Indenture shall have the same meanings in this Seventh Supplemental Indenture. OHSUSA:765987463.8 194 (b) Additional Definitions. Unless the context otherwise requires, the following terms shall, for all purposes of this Seventh Supplemental Indenture, have the following meanings: "Authorized Denominations" means, with respect to 2017 Series A Bonds, $5,000 and any integral multiple thereof. "Commission Backstop Loan" means the aggregate amount of any contingent backstop loan amounts made by the Commission to the Project (as defined in the Toll Revenue Bond Indenture) pursuant to Section 5.05(b) of the Toll Revenue Bond Indenture. "Commission Initial Loan" means the aggregate amount of the initial loan the Commission covenants to make to the Project (as defined in the Toll Revenue Bond Indenture) pursuant to Section 5.05(a) of the Toll Revenue Bond Indenture. "Expenditure Plan" means the Riverside County Transportation Improvement Plan, adopted as part of the Ordinance. "I-15 Trust Fund" means the fund of such name established and held by the Trustee under this Seventh Supplemental Indenture. "Interest Payment Date" means, with respect to 2017 Series A Bonds, June 1 and December 1 of each year until the redemption or maturity of such 2017 Series A Bonds, commencing with December 1, 2017. "Issue Date" means, with respect to the 2017 Series A Bonds, the date on which the 2017 Series A Bonds are first delivered to the purchasers thereof. "Record Date" means, with respect to the 2017 Series A Bonds, the fifteenth (15th) day (whether or not a Business Day) of the month preceding the month in which such Interest Payment Date occurs. "Redemption Price" means, with respect to any 2017 Series A Bond or a portion thereof, 100% of the principal amount thereof to be redeemed, plus the applicable premium, if any, payable upon redemption thereof pursuant to such Bond or this Seventh Supplemental Indenture. "Riverside SR-91 Corridor Improvement Project" means the portions of the State Highway Route 91 between the Orange and Riverside County line to the west and State Highway Route 15 to the east. "Seventh Supplemental Indenture" means this Seventh Supplemental Indenture, between the Commission and the Trustee, as amended and supplemented from time to time. "Toll Revenue Bond Indenture" means that certain Master Indenture, dated as of [July 1, 2017], by and between the Commission and the Toll Trustee, as amended and supplemented from time to time, including as amended and supplemented by that certain First Supplement to Master Indenture, dated as of [July 1, 2017], by and between the Commission and the Toll Trustee. 2 OHSUSA:765987463.8 195 "Toll Trustee" means U.S. Bank National Association, as trustee under the Toll Revenue Bonds Indenture, and its successors and assigns. "2017 Costs of Issuance Fund" means the fiend by that name established pursuant to Section 52.01(b). "2017 Project Fund" means the fund by that name established pursuant to Section 52.01(c). "2017 Series A Bonds" shall mean the Riverside County Transportation Commission Sales Tax Revenue Bonds (Limited Tax Bonds), 2017 Series A, authorized by Article L of this Indenture. "2017 Series A Bonds Tax Certificate" means the Tax Certificate executed on behalf of the Commission in connection with the issuance of the 2017 Series A Bonds. Section 48.02. Rules of Construction. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, words importing the singular number shall include the plural number and vice versa, and words importing persons shall include corporations and associations, including public bodies, as well as natural persons. Defined terms shall include any variant of the terms set forth in this Article XLVIII. The terms "hereby," "hereof," "hereto," "herein," "hereunder," and any similar terms, as used in this Seventh Supplemental Indenture, refer to the Indenture. ARTICLE XLIX FINDINGS, DETERMINATIONS AND DIRECTIONS Section 49.01. Findings and Determinations. The Commission hereby finds and determines that the 2017 Series A Bonds shall be issued pursuant to Article L and Section 3.01, Section 3.02 and Section 3.03 of the Indenture, and upon the issuance of the 2017 Series A Bonds, any and all acts, conditions and things required to exist, to happen and to be performed, precedent to and in the issuance thereof, will exist, will have happened and will have been performed, in due time, form and manner, as required by the Constitution and statutes of the State. Section 49.02. Recital in Bonds. There shall be included in each of the definitive 2017 Series A Bonds, and also in each of the temporary 2017 Series A Bonds, if any are issued, a certification and recital that any and all acts, conditions and things required to exist, to happen and to be performed, precedent to and in the incurring of the indebtedness evidenced by that 2017 Series A Bonds, and in the issuing of that 2017 Series A Bonds, exist, have happened and have been performed in due time, form and manner, as required by the Constitution and statutes of the State and the Act, and that said 2017 Series A Bonds, together with all other indebtedness of the Commission payable out of Revenues, is within every debt and other limit prescribed by the Constitution and statutes of the State and the Act, and that such certification and recital shall be in such form as is set forth in the form of the 2017 Series A Bonds attached hereto as Exhibit A. 3 OHSUSA:765987463.8 196 Section 49.03. Effect of Findings and Recital. From and after the issuance of the 2017 Series A Bonds, the findings and determinations herein shall be conclusive evidence of the existence of the facts so found and determined in any action or proceeding in any court in which the validity of the 2017 Series A Bonds is at issue. ARTICLE L AUTHORIZATION OF 2017 SERIES A BONDS Section 50.01. Principal Amount, Designation and Series. Pursuant to the provisions of this Indenture and the provisions of the Act, a Series of Bonds entitled to the benefit, protection and security of such provisions is hereby authorized in the aggregate principal amount of $[Par Amount]. Such Bonds shall be designated as, and shall be distinguished from the Bonds of all other Series by the title, "Riverside County Transportation Commission Sales Tax Revenue Bonds (Limited Tax Bonds), 2017 Series A." At any time after the execution and delivery of this Supplemental Indenture, the Commission may execute and, upon the order of the Commission, the Trustee shall authenticate and deliver each 2017 Series A Bonds in the aggregate principal amount set forth above. Section 50.02. Purpose and Application of Proceeds. The 2017 Series A Bonds are issued for the purpose of providing funds to pay for a portion of the Costs of the Project and to retire $ principal amount of the Commission's Outstanding Notes. In addition, a portion of the proceeds of the 2017 Series A Bonds will be applied to pay Costs of Issuance of the 2017 Series A Bonds. The net proceeds from the sale of the 2017 Series A Bonds in the amount of $ shall be received by the Trustee, and the Trustee shall deposit or transfer such funds as follows: (a) $ of such proceeds shall be transferred to the Toll Trustee for deposit into the Sales Tax Revenue Bonds Account within the Project Fund, each established pursuant to the terms of the Toll Revenue Bond Indenture, for application to Costs of the Project as set forth in the Toll Revenue Bond Indenture; (b) $ of such proceeds shall be transferred to the Notes Trustee for deposit upon the order of the Commission; (c) $ of such proceeds shall be deposited in the 2017 Project Fund; and (d) $ , the remainder of such proceeds, shall be deposited in the 2017 Costs of Issuance Fund. Section 50.03. Form, Denomination, Numbers and Letters. Each Series of 2017 Series A Bonds shall be issued as fully registered bonds without coupons in book -entry form and in Authorized Denominations and shall be numbered from one upward in consecutive numerical order preceded by the letter "R" prefixed to the number. Each Series of 2017 Series A Bonds and the certificate of authentication shall be substantially in the form attached hereto as Exhibit A. 4 OHSUSA:765987463.8 197 Section 50.04. Date, Maturities and Interest Rates. The 2017 Series A Bonds shall be issued as Current Interest Bonds in the aggregate principal amount of $[Par Amount]. The 2017 Series A Bonds shall be dated their Issue Date, shall bear interest from that date at the following rates per annum, computed on the basis of a 360-day year comprised of twelve 30-day months, and shall mature on June 1 in the following years and in the following amounts: Maturity Date (June 1) Principal Amount Interest Rate 20 $ 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 2039* * Term Bond Final Maturity Interest on each 2017 Series A Bond shall be payable on each Interest Payment Date for such 2017 Series A Bond until the principal sum of such 2017 Series A Bond has been paid; provided, however, that if at the maturity date of any 2017 Series A Bond (or if the same is redeemable and shall be duly called for redemption, then at the date fixed for redemption) funds are available for the payment or redemption thereof, in full accordance with terms of the Indenture, such 2017 Series A Bond shall then cease to bear interest. Interest on each 2017 Series A Bond shall be payable to the registered Holder thereof at such registered Holder's address as it appears on the Bond Register from the latest of: (i) such 2017 Series A Bond's Issue Date; (ii) the most recent Interest Payment Date to which interest has been paid thereon or duly provided for, or (iii) if the date of authentication of such Bond is after a Record Date but prior to the immediately succeeding Interest Payment Date, the Interest Payment Date immediately succeeding such date of authentication. As long as the 2017 Series A Bonds are Book -Entry Bonds, principal of and interest on the 2017 Series A Bonds shall be payable by wire transfer to DTC in lawful money of the United States of America. Principal of the 2017 Series A Bonds shall be payable when due upon presentation and surrender thereof at the Principal Office of the Trustee. 5 OHSUSA:765987463.8 198 Each 2017 Series A Bond shall be payable as provided in Section 2.10, including Section 2.10(E), or, in the event the use of the Securities Depository is discontinued, the principal of each 2017 Series A Bond shall be payable in lawful money of the United States of America upon surrender thereof at the Principal Office of the Trustee, and the interest on each 2017 Series A Bond shall be payable in lawful money of the United States of America by the Trustee to the Holder thereof as of the close of business on the Record Date, such interest to be paid by the Trustee to such Holder in immediately available funds (by wire transfer or by deposit to the account of the Holder if such account is maintained with the Trustee), according to the instructions given by such Holder to the Trustee or, in the event no such instructions have been given, by check mailed by first class mail to the Holder at such Holder's address as it appears as of the Record Date on the bond registration books kept by the Trustee. ARTICLE LI REDEMPTION AND PURCHASE OF 2017 SERIES A BONDS Section 51.01. Optional Redemption of 2017 Series A Bonds. (a) Optional Redemption of 2017 Series A Bonds. The 2017 Series A Bonds maturing on or before June 1, 20_ shall not be subject to redemption prior to their respective stated maturities. The 2017 Series A Bonds maturing on or after June 1, 20_ shall be subject to redemption prior to their respective stated maturities, at the option of the Commission, from any source of available funds, as a whole or in part, on any date on or after June 1, 20 at the principal amount of 2017 Series A Bonds called for redemption plus accrued interest to the date fixed for redemption, without premium. (b) Sufficient Funds Required for Optional Redemption. Any optional redemption of 2017 Series A Bonds and notice thereof shall be conditional and rescinded and cancelled pursuant to the provisions of Section 4.02 if for any reason on the date fixed for redemption moneys are not available in the Redemption Fund or otherwise held in trust for such purpose in an amount sufficient to pay in full on said date the principal of, interest, and any premium due on the 2017 Series A Bonds called for redemption. Section 51.02. Mandatory Redemption of 2017 Series A Bonds From Mandatory Sinking Account Payments. (a) Mandatory Redemption of 2017 Series A Bonds. The 2017 Series A Bonds maturing on June 1, 20 shall also be subject to mandatory redemption prior to their respective stated maturities, in part, by lot, from Mandatory Sinking Account Payments on each June 1 that a Mandatory Sinking Account Payment is due as specified in this Section 51.02(a), in the principal amount equal to the Mandatory Sinking Account Payment due on such date and at a redemption price equal to 100% of the principal amount thereof, plus accrued but unpaid interest to the redemption date, without premium. 6 OHSUSA:765987463.8 199 The Mandatory Sinking Account Payments for the 2017 Series A Term Bonds maturing on June 1, 20_ shall be due in the amounts and on the dates as follows: Mandatory Sinking Account Mandatory Payments Dates Sinking Account (June 1) Payments 20 20 20 20 20 20 *Final Maturity Section 51.03. Selection of Bonds for Redemption. (a) Selection of 2017 Series A Bonds for Redemption. The Commission shall designate which maturities of any 2017 Series A Bonds are to be called for optional redemption pursuant to Section 51.01(a). If less than all 2017 Series A Bonds maturing by their terms on any one date are to be redeemed at any one time, the Trustee shall select the 2017 Series A Bonds of such maturity date to be redeemed in any manner that it deems appropriate and fair and shall promptly notify the Commission in writing of the numbers of the 2017 Series A Bonds so selected for redemption. For purposes of such selection, 2017 Series A Bonds shall be deemed to be composed of multiples of minimum Authorized Denominations and any such multiple may be separately redeemed. In the event of an optional redemption of the 2017 Series A Term Bonds pursuant to Section 51.01(a), the Commission shall designate the Mandatory Sinking Account Payments under Section 51.02(a), or portions thereof, in an aggregate amount equal to the principal amount of 2017 Series A Term Bonds so optionally redeemed, that are to be reduced as allocated to such redemption, and such Mandatory Sinking Account Payments shall be reduced accordingly. Section 51.04. Notice of Redemption; Purchase In Lieu of Redemption. (a) Any notice of redemption of the 2017 Series A Bonds shall be delivered in accordance with Section 4.02 and may be rescinded as provided in Section 4.02; provided that such notice shall be given by the Trustee to the Holders not less than 20 days prior to the redemption date. The Commission shall provide the Trustee with a Request for optional redemption at least 30 days (or such lesser time as is acceptable to the Trustee) prior to the optional redemption date specified in such Request. (b) The Commission reserves the right at all times to purchase any of its 2017 Series A Bonds on the open market. In lieu of mandatory redemption, the Commission may surrender to the Trustee for cancellation 2017 Series A Bonds purchased on the open market, and such 2017 Series A Bonds shall be cancelled by the Trustee. If any 2017 Series A Bonds are so cancelled, the Commission may designate the Mandatory Sinking Account Payments or portions 7 OHSUSA:765987463.8 200 thereof within such Series of the 2017 Series A Bonds so purchased that are to be reduced as a result of such cancellation. ARTICLE LII ESTABLISHMENT OF FUNDS AND ACCOUNTS AND APPLICATION THEREOF Section 52.01. Funds and Accounts. The following funds and accounts are hereby established in connection with the 2017 Series A Bonds and the Project: (a) To ensure the proper application of such portion of proceeds from the sale of the 2017 Series A Bonds to be applied to pay the Costs of Issuance of the 2017 Series A Bonds, there is hereby established the 2017 Costs of Issuance Fund, such fund to be held by the Trustee. (b) To provide for certain conditional support for the Project from an allocation of Sales Tax Revenues there is hereby established the I-15 Trust Fund, such fund to be held by the Trustee. (c) To ensure the proper application of such portion of proceeds from the sale of the 2017 Series A Bonds to be applied to pay the Costs of the Project, there is hereby established the 2017 Project Fund, such fund to be held by the Trustee. Section 52.02. 2017 Project Fund. The monies set aside and placed in the 2017 Project Fund shall be expended for the purpose of paying Costs of the Project, and specifically costs related to the construction or operation of the Riverside SR-91 Corridor Improvement Project authorized in the Expenditure Plan. Before any payment from the 2017 Project Fund shall be made by the Trustee, the Commission shall file or cause to be filed with the Trustee a requisition of the Commission (each a "Requisition"), such Requisition to be signed by an Authorized Representative and to include: (i) the item number of such payment; (ii) the name and address or wire instructions for payment of the person to whom each such payment is due, which may be the Commission in the case of reimbursement for costs theretofore paid by the Commission; (iii) the respective amounts to be paid; (iv) the purpose by general classification for which each obligation to be paid was incurred; and (v) that obligations in the stated amounts have been incurred by the Commission and are presently due and payable and that each item thereof is a proper charge against the 2017 Project Fund and has not been previously paid from said fund. The address or payment instructions of the person to be paid may be by attachment of invoices in the specified amount contained in the Requisition. Section 52.03. 2017 Costs of Issuance Fund. The monies set aside and placed in the 2017 Costs of Issuance Fund shall be expended for the purpose of paying the Costs of Issuance of the 2017 Series A Bonds. Before any payment from the 2017 Costs of Issuance Fund shall be made by the Trustee, the Commission shall file or cause to be filed with the Trustee a requisition of the Commission (each a "Requisition"), such Requisition to be signed by an Authorized Representative and to include: (i) the item number of such payment; (ii) the name and address or wire instructions for payment of the person to whom each such payment is due, which may be the Commission in the case of reimbursement for costs theretofore paid by the Commission; (iii) the respective amounts to be paid; (iv) the purpose by general classification for which each obligation to be paid was incurred; and (v) that obligations in the stated amounts have been incurred by the 8 OHSUSA:765987463.8 201 Commission and are presently due and payable and that each item thereof is a proper charge against the 2017 Costs of Issuance Fund and has not been previously paid from said fund. The address or payment instructions of the person to be paid may be by attachment of invoices in the specified amount contained in the Requisition. On December 1, 2017 any remaining amounts in the 2017 Costs of Issuance Fund shall be transferred to the Revenue Fund and the 2017 Costs of Issuance Fund shall be closed. Section 52.04. I-15 Trust Fund. Prior to transferring any Revenues to the Commission pursuant to Section 5.02(B) the Trustee, to the extent Revenues are available, shall deposit to the I-15 Trust Fund in each month 1/11th of the Commission Initial Loan amount of $3,000,000 until there is on deposit in the I-15 Trust Fund by the date that is three Business Days prior to June 1 in each of the Fiscal Years 2019 through 2024 said amount of $3,000,000. The aggregate amount of the Commission Initial Loan shall not exceed $18,000,000. In addition, for the Commission Backstop Loan amount, the Trustee shall deposit to the I-15 Trust Fund in each month in the Fiscal Years 2025 through 2039, an amount equal to 1/11th of $[3,850,000] until there is on deposit in such fund in such indicated Fiscal Year said amount of $[3,850,000]; provided that the aggregate amount transferred to the I-15 Trust Fund for the Commission Backstop Loan amount shall not exceed $[38,500,000]. Amounts on deposit in the I-15 Trust Fund may only be used to make transfers to the Toll Trustee and may be used by the Toll Trustee for any of the requirements under the Toll Indenture. The Toll Trustee may request that the $3,000,000 (or such lesser amount) be transferred to it on the date that is three Business Days prior to June 1 in each of the Fiscal Years 2019 through 2024 from the I-15 Trust Fund as a Commission Initial Loan payment and the Trustee shall transfer such amount from the funds set aside therefor. At any time in each of the Fiscal Years 2025 through 2039, the Toll Trustee may request a transfer of amounts on deposit in the I-15 Trust Fund related to the Commission Backstop Loan; provided such transfers do not exceed $[3,850,000] in any Fiscal Year or $[38,500,000] in the aggregate. On June 1 of each of the Fiscal Years 2025 through 2038, any amount on deposit in the I-15 Trust Fund in excess of $[3,850,000] will be transferred to the Commission and on June 1, 2039 the I- 15 Trust Fund shall be closed and all funds therein transferred to the Commission. ARTICLE LIII MISCELLANEOUS Section 53.01. Severability. If any covenant, agreement or provision, or any portion thereof, contained in this Seventh Supplemental Indenture, or the application thereof to any person or circumstance, is held to be unconstitutional, invalid or unenforceable, the remainder of this Seventh Supplemental Indenture, and the application of any such covenant, agreement or provision, or portion thereof, to other Persons or circumstances, shall be deemed severable and shall not be affected thereby, and this Seventh Supplemental Indenture and the 2017 Series A Bonds issued pursuant hereto shall remain valid, and the Holders of the 2017 Series A Bonds shall retain all valid rights and benefits accorded to them under this Indenture, the Act, and the Constitution and statutes of the State. Section 53.02. Parties Interested Herein. Nothing in this Seventh Supplemental Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the Commission, the Trustee, each Credit Provider, if any, and the Holders of the 2017 Series A Bonds, any right, remedy or claim under or by reason of this Seventh 9 OHSUSA:765987463.8 202 Supplemental Indenture or any covenant, condition or stipulation hereof; and all the covenants, stipulations, promises and agreements in this Seventh Supplemental Indenture contained by and on behalf of the Commission shall be for the sole and exclusive benefit of the Commission, the Trustee, each Credit Provider, if any, and the Holders of the 2017 Series A Bonds. Section 53.03. Headings Not Binding. The headings in this Seventh Supplemental Indenture are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Seventh Supplemental Indenture. Section 53.04. Notice Addresses. Except as otherwise provided herein, it shall be sufficient service or giving of notice, request, complaint, demand or other paper if the same shall be duly mailed by registered or certified mail, postage prepaid, addressed to the Notice Address for the appropriate parry or parties as provided in Exhibit B hereto. Any such entity by notice given hereunder may designate any different addresses to which subsequent notices, certificates or other communications shall be sent, but no notice directed to any one such entity shall be thereby required to be sent to more than two addresses. Any such communication may also be sent by Electronic Means, receipt of which shall be confirmed. Section 53.05. Notices to Rating Agencies. The Trustee shall provide notice to the Rating Agencies of the following events with respect to the 2017 Series A Bonds: (1) Change in Trustee; (2) Amendments to the Indenture; (3) Provision, Expiration, Termination, substitution or extension of a 2017 Credit Enhancement, if any, or any 2017 Credit Provider thereunder; and (4) Redemption or defeasance of any 2017 Series A Bonds. Section 53.06. Indenture to Remain in Effect. Save and except as amended and supplemented by this Seventh Supplemental Indenture, the Indenture shall remain in full force and effect. Section 53.07. Effective Date of Seventh Supplemental Indenture. This Seventh Supplemental Indenture shall take effect upon its execution and delivery. Section 53.08. Execution in Counterparts. This Seventh Supplemental Indenture may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. 10 OHSUSA:765987463.8 203 IN WITNESS WHEREOF, the parties hereto have executed this Seventh Supplemental Indenture by their officers thereunto duly authorized as of the day and year first written above. (Seal) ATTEST: Clerk of the Riverside County Transportation Commission APPROVED AS TO FORM: By: General Counsel RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: Executive Director U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Officer S-1 OHSUSA:765987463.8 204 EXHIBIT A FORM OF 2017 SERIES A BOND No. R-- $ Riverside County Transportation Commission Sales Tax Revenue Bond (Limited Tax Bond) 2017 Series A INTEREST RATE MATURITY ISSUE DATE CUSIP June 1, 20_ , 2017 769125 _ REGISTERED OWNER: Cede & Co. PRINCIPAL AMOUNT: Dollars RIVERSIDE COUNTY TRANSPORTATION COMMISSION, a public entity duly organized and existing under the laws of the State of California (the "Commission"), for value received, hereby promises to pay (but solely from Revenues as hereinafter referred to) in lawful money of the United States of America, to the registered Holder or registered assigns, on the maturity date set forth above, unless redeemed prior thereto as hereinafter provided, the principal amount specified above, together with interest thereon from the Issue Date set forth above until the principal hereof shall have been paid, at the Interest Rate set forth above payable on each June 1 and December 1, commencing December 1, 2017 (each, an "Interest Payment Date"). The principal of and premium, if any, on this Bond are payable to the registered Holder hereof upon presentation and surrender of this Bond at the corporate trust office of U.S. Bank National Association, as trustee (together with any successor as trustee under the hereinafter defined Indenture, the "Trustee") in St. Paul Minnesota or at such other corporate trust office the Trustee shall designate for presentation of Bonds. Interest on this Bond shall be paid by check drawn upon the Trustee and mailed on the applicable Interest Payment Date to the registered Holder hereof as of the close of business on the Record Date at such registered Holder's address as it appears on the Bond Register. As used herein, "Record Date" means the fifteenth (15th) day (whether or not a Business Day) of the month preceding the month in which such Interest Payment Date occurs. This Bond is one of a duly authorized issue of bonds of the Commission, designated as "Riverside County Transportation Commission, Sales Tax Revenue Bonds (Limited Tax Bonds)" (the "Bonds"), of the series designated above, all of which are being issued pursuant to the provisions of the Riverside County Transportation Sales Tax Act, Division 25 (Section 240000 et seq.) of the Public Utilities Code of the State of California, as now in effect and as it may from time to time hereafter be amended or supplemented (the "Act"), the Transportation Expenditure Plan and Retail Transaction and Use Tax Ordinance, adopted by the Commission on May 8, 2002 and approved by at least two-thirds of electors voting on such proposition in the November 5, 2002 election and any amendments or extensions thereto, and as authorized pursuant to Article 10 and A-1 OHSUSA:765987463.8 205 Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (Section 53570 et seq.) and other applicable provisions of the laws of the State of California (collectively, and together with the Act, the "Law"), and an Indenture, dated as of June 1, 2008, as supplemented, including as supplemented by a Seventh Supplemental Indenture, dated as of [July 1, 2017] (the "Seventh Supplemental Indenture"), each between the Commission and the Trustee, hereinafter referred to collectively as the "Indenture." Said authorized issue of Bonds is not limited in aggregate principal amount and consists or may consist of one or more series of varying denominations, dates, maturities, interest rates and other provisions, as in the Indenture provided. Capitalized terms used herein and not otherwise defined shall have the meaning given such terms in the Indenture. THIS BOND IS A LIMITED TAX BOND OBLIGATION OF THE COMMISSION PAYABLE SOLELY FROM REVENUES AS DEFINED AND PROVIDED IN THE INDENTURE AND CERTAIN OTHER FUNDS PLEDGED UNDER THE INDENTURE AND THE COMMISSION IS NOT OBLIGATED TO PAY THIS BOND EXCEPT FROM REVENUES AND THOSE CERTAIN OTHER FUNDS PLEDGED UNDER THE INDENTURE. THIS BOND DOES NOT CONSTITUTE A DEBT OR LIABILITY OF THE STATE OF CALIFORNIA (THE "STATE") OR ANY POLITICAL SUBDIVISION OF THE STATE OTHER THAN THE COMMISSION, OR A PLEDGE OF THE FULL FAITH AND CREDIT OF THE STATE OR OF ANY POLITICAL SUBDIVISION OF THE STATE. THE GENERAL FUND OF THE COMMISSION IS NOT LIABLE, AND THE CREDIT OR TAXING POWER (OTHER THAN AS DESCRIBED HEREIN) OF THE COMMISSION IS NOT PLEDGED, FOR THE PAYMENT OF THE BONDS, THEIR INTEREST, OR ANY PREMIUM DUE UPON REDEMPTION OF THE BONDS. THE BONDS ARE NOT SECURED BY A LEGAL OR EQUITABLE PLEDGE OF, OR CHARGE, LIEN OR ENCUMBRANCE UPON, ANY OF THE PROPERTY OF THE COMMISSION OR ANY OF ITS INCOME OR RECEIPTS, EXCEPT THE REVENUES AND CERTAIN OTHER FUNDS PLEDGED UNDER THE INDENTURE. Reference is hereby made to the Indenture and the Law for a description of the terms on which the Bonds are issued and to be issued, the provisions with regard to the nature and extent of the pledge of Revenues and certain other funds and the rights of the registered Holders of the Bonds and all the terms of the Indenture are hereby incorporated herein and constitute a contract between the Commission and the registered Holder from time to time of this Bond, and to all the provisions thereof the registered Holder of this Bond, by its acceptance hereof, consents and agrees. Additional Bonds may be issued and other indebtedness may be incurred on a parity with the Series of Bonds of which this Bond is a part, but only subject to the conditions and limitations contained in the Indenture. This Bond is payable as to both principal and interest, and any premium upon redemption hereof, exclusively from the Revenues and other funds pledged under the Indenture, which consist primarily of the amounts available for distribution to the Commission on and after July 1, 2009 on account of the retail transactions and use tax imposed in the County of Riverside pursuant to the Law, after deducting amounts payable by the Commission to the State Board of Equalization for costs and expenses for its services in connection with the retail transactions and use taxes collected pursuant to the Act, all as provided in the Indenture, and the Commission is not obligated to pay A-2 OHSUSA:765987463.8 206 the principal of and interest on this Bond except from Revenues and certain other funds pledged thereunder. This Bond shall be deliverable in the form of a fully registered Bond in denominations of $5,000 and any multiple thereof. Optional and Mandatory Redemption Provisions Bonds shall be subject to optional and mandatory redemption as specified in the Indenture. Amendments and Modifications The rights and obligations of the Commission and of the Beneficial Owners, registered Holders of the Bonds may be modified or amended at any time in the manner, to the extent, and upon the terms provided in the Indenture, which provide, in certain circumstances, for modifications and amendments without the consent of or notice to the registered Holders of Bonds. Transfer and Exchange Provisions This Bond is transferable or exchangeable as provided in the Indenture, only upon the bond registration books maintained by the Trustee, by the registered Holder hereof, or by his or her duly authorized attorney, upon surrender of this Bond at the Principal Office of the Trustee, together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered Holder or his or her duly authorized attorney, and thereupon a new Bond or Bonds of the same series, maturity and in the same aggregate principal amount, shall be issued to the transferee in exchange therefor as provided in the Indenture, upon payment of any charges therein prescribed. Persons Deemed Holders The person in whose name this Bond is registered shall be deemed and regarded as the absolute Holder hereof for all purposes, including receiving payment of, or on account of, the principal and any redemption premium and interest due hereon. It is hereby certified and recited that any and all acts, conditions and things required to exist, to happen and to be performed, precedent to and in the incurring of the indebtedness evidenced by this Bond, and in the issuing of this Bond, exist, have happened and have been performed in due time, form and manner, as required by the Constitution and statutes of the State of California and the Act, and that this Bond, together with all other indebtedness of the Commission payable out of Revenues, is within every debt and other limit prescribed by the Constitution and statutes of the State of California and the Law. A-3 OHSUSA:765987463.8 207 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 2017 Series A Bonds described in the within mentioned Indenture and was authenticated on the date set forth below. Date of Authentication: [U.S. BANK NATIONAL ASSOCIATION], as Trustee By: Authorized Officer A-4 OHSUSA:765987463.8 208 [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:765987463.8 209 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: (951) 787-7926 Fax: (951) 787-7920 To the Trustee: U.S. Bank National Association 633 West Fifth Street, 24th Floor Los Angeles, California 90071 Attention: Corporate Trust Division Telephone: (213) 615-6023 Fax: (213) 615-6197 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 One State Street Plaza New York, New York 10004 Telephone: (212) 908-0500 Fax: (212) 480-4421 OHSUSA:765987463.8 210 ATTACHMENT 4 CONTINUING DISCLOSURE AGREEMENT by and between RIVERSIDE COUNTY TRANSPORTATION COMMISSION and DIGITAL ASSURANCE CERTIFICATION, L.L.C., as Dissemination Agent Dated as of July 1, 2017 Relating to RIVERSIDE COUNTY TRANSPORTATION COMMISSION Sales Tax Revenue Bonds (Limited Tax Bonds) 2017 Series A 36646681.2 211 CONTINUING DISCLOSURE AGREEMENT THIS CONTINUING DISCLOSURE AGREEMENT (this "Disclosure Agreement"), dated as of July 1, 2017, is by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION, a public entity duly established and existing under the laws of the State of California (the "Commission"), and DIGITAL ASSURANCE CERTIFICATION, L.L.C., as Dissemination Agent (the "Dissemination Agent"). WITNESSETH: WHEREAS, the Commission has issued $ Riverside County Transportation Commission Sales Tax Revenue Bonds (Limited Tax Bonds) 2017 Series A (the "2017 Bonds") pursuant to an Indenture, dated as of June 1, 2008, between the Commission and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented, including as supplemented by a Seventh Supplemental Indenture, dated as of July 1, 2017, between the Commission and the Trustee (collectively, the "Indenture"); and WHEREAS, this Disclosure Agreement is being executed and delivered by the Commission and the Dissemination Agent for the benefit of the owners and beneficial owners of the 2017 Bonds and in order to assist the underwriters of the 2017 Bonds in complying with the Rule (as defined herein); NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows: Section 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Commission and the Dissemination Agent for the benefit of the Holders and Beneficial Owners of the 2017 Bonds and in order to assist the Participating Underwriters in complying with SEC Rule 15c2-12. Section 2. Definitions. Capitalized undefined terms used herein shall have the meanings ascribed thereto in the Indenture. In addition, the following capitalized terms shall have the following meanings: "Annual Report" means any Annual Report provided by the Commission pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. "Disclosure Representative" means the Chief Financial Officer of the Commission, or such other officer or employee of the Commission as the Executive Director of the Commission or the Chief Financial Officer of the Commission shall designate in writing to the Dissemination Agent and the Trustee from time to time. "Dissemination Agent" means an entity selected and retained by the Commission, or any successor thereto selected by the Commission. The initial Dissemination Agent shall be Digital Assurance Certification, L.L.C. 36646681.2 1 212 "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 , 2017, relating to the 2017 Bonds. "Participating Underwriters" means the underwriters of the 2017 Bonds required to comply with the Rule in connection with the offering of the 2017 Bonds. "Repository" means, until otherwise designated by the SEC, EMMA. "Rule" means Rule 15c2-12 adopted by the SEC under the Securities Exchange Act of 1934, as the same may be amended from time to time. "SEC" means the Securities and Exchange Commission. Section 3. Provision of Annual Reports. (a) So long as any 2017 Bonds remain outstanding pursuant to the Indenture, the Commission shall, or shall cause the Dissemination Agent to, not later than nine (9) months after the end of each Fiscal Year, commencing with the report for the 2016-17 Fiscal Year, provide to the MSRB, through EMMA, an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. The Annual Report must be submitted in electronic format, accompanied by such identifying information as provided by the MSRB. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Agreement; provided, that the audited financial statements of the Commission may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the Fiscal Year changes for the Commission, the Commission shall give notice of such change in the manner provided under Section 5(e) hereof. 36646681.2 2 213 (b) Not later than two (2) Business Days prior to the date specified in subsection (a) for providing the Annual Report to each Repository, the Commission shall provide the Annual Report to the Dissemination Agent. If by such date, the Dissemination Agent has not received a copy of the Annual Report from the Commission, the Dissemination Agent shall contact the Commission to determine if the Commission is in compliance with the first sentence of subsection (a). (c) If the Dissemination Agent is unable to verify that an Annual Report of the Commission has been provided to each Repository by the date required in subsection (a), the Dissemination Agent shall send a notice to each Repository in substantially the form attached hereto as Exhibit A. (d) The Dissemination Agent shall: (i) determine the electronic filing address of, and then -current procedures for submitting Annual Reports to, the MSRB each year prior to the date for providing the Annual Report; and (ii) to the extent known to the Dissemination Agent file a report with the Commission and (if the Dissemination Agent is not the Trustee) the Trustee certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, and stating the date it was provided. Section 4. Content of Annual Reports. The Commission's Annual Report shall contain or include by reference the following: (a) The audited financial statements of the Commission for the prior Fiscal Year, prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the Commission's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. (b) The debt service schedule for the 2017 Bonds, if there have been any unscheduled redemptions, retirements or defeasances, and the debt service on any additional parity bonds issued, in each case during the prior Fiscal Year. (c) The actual Sales Tax Revenues for the prior Fiscal Year consistent with the information concerning Sales Tax Revenues set forth in the Official Statement under the caption "THE SALES TAX," including but not limited to an update of the table entitled "Historical Sales Tax Revenues" set forth in the Official Statement under the caption "THE SALES TAX — Historical Sales Tax Revenues." 36646681.2 3 214 Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Commission or public entities related thereto, which have been submitted to each Repository or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the MSRB. The Commission shall clearly identify each such other document so included by reference. The contents, presentation and format of the Annual Reports may be modified from time to time as determined in the judgment of the Commission to conform to changes in accounting or disclosure principles or practices and legal requirements followed by or applicable to the Commission or to reflect changes in the business, structure, operations, legal form of the Commission or any mergers, consolidations, acquisitions or dispositions made by or affecting the Commission; provided that any such modifications shall comply with the requirements of the Rule. Section 5. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the Commission shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the 2017 Bonds, in a timely manner not more than ten (10) Business Days after the event: (1) principal and interest payment delinquencies; (2) defeasances; (3) tender offers; (4) rating changes; (5) adverse tax opinions or the issuance by the Internal Revenue Service of proposed or final determinations of taxability or Notices of Proposed Issue (IRS Form 5701-TEB); (6) unscheduled draws on the debt service reserves reflecting financial difficulties; (7) (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 36646681.2 4 215 such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Commission. (b) Pursuant to the provisions of this Section 5, the Commission shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the 2017 Bonds, if material: (1) the consummation of a merger, consolidation or acquisition involving the Commission or the sale of all or substantially all of the assets of the Commission, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions; (2) appointment of a successor or additional Trustee or the change of the name of a Trustee; (3) non-payment related defaults; (4) modifications to the rights of Holders; (5) bond calls; (6) release, substitution or sale of property securing repayment of the 2017 Bonds; or (7) in addition to the adverse tax opinions or determinations of taxability described in Section 5(a)(5) above, any other notices or determinations with respect to the tax status of the 2017 Bonds, or other events affecting the tax status of the 2017 Bonds. (c) Whenever the Commission obtains knowledge of the occurrence of a Listed Event, described in subsection (b) of this Section 5, the Commission shall as soon as possible determine if such event would be material under applicable federal securities law. (d) If the Commission determines that knowledge of the occurrence of a Listed Event described in subsection (b) of this Section 5 would be material under applicable federal securities law, the Commission shall promptly notify the Dissemination Agent in writing and instruct the Dissemination Agent to report the occurrence to the MSRB in a timely manner not more than ten (10) Business Days after the event. 36646681.2 5 216 (e) If the Dissemination Agent has been instructed by the Commission to report the occurrence of a Listed Event, the Dissemination Agent shall file a notice of such occurrence with the MSRB. Section 6. Filings with the MSRB. All information, operating data, financial statements, notices and other documents provided to the MSRB in accordance with this Disclosure Agreement shall be provided in an electronic format prescribed by the MSRB and shall be accompanied by identifying information as prescribed by the MSRB. Section 7. Termination of Reporting Obligation. The Commission's obligations under this Disclosure Agreement shall terminate upon the legal defeasance or payment in full of all of the 2017 Bonds. If such termination occurs prior to the final maturity of the 2017 Bonds, the Commission shall give notice of such termination in the same manner as for a Listed Event under Section 5. Section 8. Dissemination Agent. The Commission may, from time to time, appoint or engage another Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. If at any time there is not any other designated Dissemination Agent, the Trustee shall be the Dissemination Agent; provided, it shall receive written notice of such designation at the time of such designation. Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Commission may amend this Disclosure Agreement, provided no amendment increasing or affecting the obligations or duties of the Dissemination Agent shall be made without the consent of such party, and any provision of this Disclosure Agreement may be waived if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws acceptable to the Commission to the effect that such amendment or waiver would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule. Section 10. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Commission from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. Section 11. Default. In the event of a failure of the Commission or the Dissemination Agent to comply with any provision of this Disclosure Agreement, the Trustee shall, at the written request of any Participating Underwriter or of the Holders of at least twenty-five percent (25%) of the aggregate principal amount of the 2017 Bonds then Outstanding (but only to the extent funds in an amount satisfactory to the Trustee have been provided to it or it has been otherwise indemnified to its satisfaction from any cost, liability, expense or additional charges and fees of the Trustee whatsoever, including, without limitation, reasonable fees and expenses of its attorneys), or any Holder or beneficial owner of the 2017 Bonds may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court 36646681.2 6 217 order, to cause the Commission or the Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Agreement in the event of any failure of the Commission or the Dissemination Agent to comply with this Disclosure Agreement shall be an action to compel performance. Section 12. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall not be responsible for the form or content of any notice of Listed Event. The Dissemination Agent shall receive reasonable compensation for its services provided under this Disclosure Agreement. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and the Commission agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the Commission under this Section shall survive resignation or removal of the Dissemination Agent and payment of the 2017 Bonds. Section 13. Notices. Any notices or communications to or among any of the parties to the Disclosure Agreement or the Trustee may be given as follows: To the Commission: Riverside County Transportation 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 To the Dissemination Agent: Digital Assurance Certification, L.L.C. 315 E. Robinson Street, Suite 300 Orlando, Florida 32801 Tel: (407) 515-1100 Fax: (407) 515-6513 To the Trustee: U.S. Bank National Association 633 West Fifth Street, 24th Floor Los Angeles, California 90071 Attention: Corporate Trust Division Tel: (213) 615-6023 Fax: (213) 615-6197 Any person may, by written notice to the other persons listed above, designate a different address or telephone number(s) to which subsequent notices or communications should be sent. Any notice or communication may also be sent by electronic mail, receipt of which shall be confirmed. 36646681.2 7 218 Section 14. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Commission, the Dissemination Agent, the Participating Underwriters and holders and beneficial owners from time to time of the 2017 Bonds, and shall create no rights in any other person or entity. Section 15. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Disclosure Agreement as of the date first above written. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: Theresia Trevino Chief Financial Officer DIGITAL ASSURANCE CERTIFICATION, L.L.C., as Dissemination Agent By: Authorized Representative 36646681.2 8 219 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 Bonds (Limited Tax Bonds) 2017 Series A , 2017 NOTICE IS HEREBY GIVEN that the Commission has not provided an Annual Report with respect to the above -named Bonds as required by this Continuing Disclosure Agreement dated as of July 1, 2017, between the Commission and the Dissemination Agent. The Commission anticipates that the Annual Report will be filed by Dated: , 20 DIGITAL ASSURANCE CERTIFICATION, L.L.C., as Dissemination Agent, on behalf of the Commission cc: Riverside County Transportation Commission 36646681.2 A-1 220 ATTACHMENT 5 $ RIVERSIDE COUNTY TRANSPORTATION COMMISSION SALES TAX REVENUE BONDS (LIMITED TAX BONDS) 2017 SERIES A BOND PURCHASE AGREEMENT Riverside County Transportation Commission P.O. Box 12008 Riverside, California 92502 Ladies and Gentlemen: , 2017 The undersigned, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co., as representatives (the "Representatives"), acting on behalf of themselves and the underwriters listed in Exhibit A hereto, (collectively, the "Underwriters"), offers to enter into this Bond Purchase Agreement (the "Purchase Agreement") with the Riverside County Transportation Commission (the "Commission"), for the purchase by the Underwriters of the Sales Tax Revenue Bonds (Limited Tax Bonds), 2017 Series A (the "Bonds"), to be issued by the Commission and authenticated by U.S. Bank National Association, a national banking association, located in Los Angeles, California, as trustee (the "Trustee") under that certain Indenture, dated as of June 1, 2008 between the Commission and the Trustee (the "Original Indenture"), as supplemented, including as supplemented by the Seventh Supplemental Indenture, dated as of July 1, 2017 (the "Seventh Supplemental Indenture"). The Original Indenture as supplemented is collectively referred to herein as the "Indenture." The offer made hereby is subject to its written acceptance by the Commission, and delivery of an executed counterpart of this Purchase Agreement to us at or before 11:59 p.m., California Time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriters upon notice from the Representatives delivered to the Commission's Executive Director or Chief Financial Officer at any time before acceptance. Upon acceptance, this Purchase Agreement shall be in full force and effect in accordance with its terms and shall be binding upon the Commission and the Underwriters. All capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Indenture. The proceeds of the Bonds will be used to (i) pay a portion of the costs of the I-15 Express Lanes Project, (ii) pay a portion of the costs for the Riverside SR-91 Corridor Improvement Project, (iii) retire all or a portion of the outstanding Notes, and (iv) pay the costs of issuance of the 2017 Bonds, all as defined in and more particularly described in the Official Statement. In order to finance additional costs of the Project, concurrently with the issuance of the Bonds, the Commission intends to enter into the TIFIA Loan Agreement (as defined in the Official Statement), pursuant to which the Commission may borrow up to $ for costs of the Project. In order to assist the Underwriters in complying with Rule 15c2-12 (as hereinafter defined), the Commission will undertake, pursuant to the Indenture and a Continuing Disclosure Agreement DOCSOC/1807350v4/200313-0018 221 with Digital Assurance Certification L.L.C. dated as of July 1, 2017 (the "Continuing Disclosure Agreement"), to provide certain annual financial information and notices of the occurrence of certain specified events. A description of this undertaking is set forth in, and a form of such agreement is attached as an appendix to, the Preliminary Official Statement and the Official Statement. 1. On the basis of the representations, warranties and covenants and upon the terms and conditions set forth in this Purchase Agreement, the Underwriters hereby agree to purchase and the Commission hereby agrees to issue and cause the Trustee to authenticate and deliver to the Underwriters all (but not less than all) of the Bonds in the aggregate principal amount of $ The Bonds shall be dated the Closing Date. The Underwriters agree to purchase the Bonds at the aggregate purchase price of $ (consisting of the aggregate principal amount of the Bonds, plus original issue premium of $ and less $ Underwriters' discount). The Bonds mature in the years and principal amounts and bear interest at the rates set forth in Exhibit B hereto, shall be subject to redemption as set forth in Exhibit C hereto and shall be substantially in the form described in the Indenture, and shall be issued and secured under the provisions of and shall be payable and subject to redemption as provided in the Indenture. The Bonds shall be special limited obligations of the Commission payable from Revenues. The Sales Tax Revenues of the Commission are pledged to the payment of the principal of, interest and premium, if any, on the Bonds as provided in the Indenture. 2. The Underwriters have designated the undersigned as their Representatives. The undersigned represent that they have been duly authorized by the Underwriters to execute this Purchase Agreement. The Underwriters agree to make an initial public offering of all of the Bonds, at a price not in excess of the initial public offering prices set forth on the cover page of the Official Statement; provided, however, the Underwriters reserve the right subsequent to the initial public offering to change such initial public offering prices as the Underwriters deem necessary or desirable, in their sole discretion, in connection with the marketing of the Bonds, and may offer and sell the bonds to certain dealers, unit investment trusts and money market funds, certain of which may be sponsored or managed by one or more of the Underwriters at prices lower than the initial public offering prices or yields greater than the yields set forth in the Official Statement. The Representatives shall provide to the Issuer a certificate setting forth the offering prices of the Bonds in substantially the form set forth on Exhibit D. 3. The Commission has delivered or caused to be delivered to the Underwriters prior to the execution of this Purchase Agreement, copies of the Preliminary Official Statement dated , 2017 relating to the Bonds (the "Preliminary Official Statement"). The Commission ratifies, confirms and approves the use and distribution by the Underwriters of the Preliminary Official Statement, in connection with the sale of the Bonds. It is acknowledged by the Commission that the Underwriters may deliver the Preliminary Official Statement and a final Official Statement (as hereinafter defined) electronically over the interne and in printed paper form. For purposes of this Purchase Agreement, the printed paper form of the Preliminary Official Statement and the Official Statement are deemed controlling. The Commission deems such Preliminary Official Statement final as of its date for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934 ("Rule 15c2- 12") except for information allowed to be omitted by Rule 15c2-12. Within seven (7) business days from the date hereof and in any event not less than two days prior to the date of Closing (as defined below), the Commission shall deliver to the Underwriters a final Official Statement, executed on behalf of the Commission by an authorized representative of the Commission and dated the date hereof, which shall be in the form of the Preliminary Official Statement with only those changes necessary to reflect 2 DOCSOC/1807350v4/200313-0018 222 information permitted to be omitted by paragraph (b)(1) of Rule 15c2-12, and such other amendments or supplements as shall have been approved by the Commission and the Underwriters and such additional conformed copies thereof in "designated electronic format" (as defined in MSRB Rule G- 32), as the Underwriters may reasonably request in sufficient quantities to comply with Rule 15c2-12 and to meet potential customer requests for copies of the Official Statement. The Official Statement, including the cover page, the appendices thereto and all information incorporated therein by reference is hereinafter referred collectively to as the "Official Statement." The Representatives agree to (1) provide the Commission with final pricing information on the Bonds on a timely basis, (2) disseminate to the Underwriters copies of the final Official Statement, including any supplements prepared by the Commission, and (3) promptly file a copy of the final Official Statement, including any supplements prepared by the Commission, with the Municipal Securities Rulemaking Board. 4. The Closing. At 9:00 a.m., California time, on , 2017, or at such other time or on such other date as the Commission and the Representative may agree (the "Closing Date"), the Commission, following the receipt by the Trustee of the purchase price from the Underwriters, shall deliver, or cause to be delivered, the Bonds in book -entry form through the Trustee via the F.A.S.T. delivery book -entry system of The Depository Trust Company ("DTC") to the Underwriters. The Representatives, on behalf of the Underwriters, will pay the aggregate purchase price set forth in paragraph 1 hereof, in immediately available funds to or on the order of the Commission and accept such delivery. Concurrently with the delivery of the Bonds to the Underwriters, the Commission will deliver the documents hereinafter mentioned at the offices of Orrick, Herrington & Sutcliffe LLP, San Francisco, California ("Bond Counsel") or another place to be mutually agreed upon by the Commission and the Representatives. This payment for and delivery of the Bonds, together with the delivery of the aforementioned documents, is herein called the "Closing." The obligation of the Underwriters to pay for and accept delivery of the Bonds, and the obligation of the Commission to deliver the Bonds, shall each be contingent on the condition that the TIFIA Agreement shall have been executed by the Commission and shall be in full force and effect. 5. Representations, Warranties and Covenants. The Commission represents, warrants and covenants to the Underwriters (and it shall be a condition of the obligation of the Underwriters to purchase and accept delivery of the Bonds) that the representations and warranties contained herein shall be true and correct on the date hereof and at the Closing Date, as if made on and at the Closing. The Commission so represents and warrants that: (a) the Commission is, and will be on the date of Closing, a county transportation commission organized and existing under the laws of the State, with full legal right, power and authority to cause the execution, sale and delivery of the Bonds, to execute, deliver and perform its obligations under this Purchase Agreement, the Continuing Disclosure Agreement and the Indenture (collectively, the "Commission's Documents") and to carry out and consummate all other transactions contemplated by each of the aforesaid and to execute and deliver the Official Statement; (b) by all necessary official action, the Commission has duly adopted Ordinance No. 02-001, imposing the Sales Tax, which was approved by at least two-thirds of the electors in the County voting on the Sales Tax on November 5, 2002 ("Ordinance No. 02-001"), and Ordinance No. 10-002, providing that the aggregate principal amount of bonds or other evidences of indebtedness issued by the Commission and payable from Sales Tax Revenues in accordance with Ordinance No. 02-001 at any one time outstanding shall not exceed $975 million (collectively, the "Ordinance"); 3 DOCSOC/1807350v4/200313-0018 223 (c) (i) the Preliminary Official Statement, excluding therefrom the information under the caption "UNDERWRITING" and information concerning DTC and the book -entry system and information permitted to be omitted from the Preliminary Official Statement under Rule 15c2-12 (collectively, the "POS Excluded Information") as to which no representation or warranties are made did not as of its date contain any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and (ii) the Preliminary Official Statement, excluding therefrom the POS Excluded Information, does not as of the date of this Purchase Agreement contain any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; (d) the Official Statement (excluding therefrom the information under the caption "UNDERWRITING," reoffering prices and yields and information concerning DTC and the book -entry system (the "OS Excluded Information") as to which no representations or warranties are made), in the form delivered to the Underwriters, does not, as of the date delivered to the Underwriters, and will not at the time of Closing (if supplemented or amended prior to the Closing, then as so supplemented or amended), contain any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; (e) when delivered to and paid for by the Underwriters on the Closing Date in accordance with the provisions of this Purchase Agreement, the Bonds will have been duly authorized, executed and delivered and will constitute valid and binding limited obligations of the Commission in conformity with and entitled to the benefit and security of the Indenture, except as enforcement of such obligations may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors rights generally, the application of equitable principles, the exercise of judicial discretion and the limitations on legal remedies against public entities in the State of California; (0 the Commission, by all necessary official action prior to or concurrently with the acceptance hereof, has duly authorized the execution and delivery of the Commission's Documents and the Official Statement, and the Commission's Documents, when executed and delivered, assuming due authorization, execution and delivery by the other parties thereto, will constitute the legally valid and binding obligations of the Commission enforceable in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors' rights generally, the exercise of judicial discretion and the limitations on legal remedies against public entities in the State; (g) the Commission is not in breach of or default under any applicable law or administrative regulation of the State of California or the United States of America or any applicable judgment, decree, resolution, contract or other instrument or any agreement to which the Commission is a party or is otherwise subject the breach of which would materially affect its ability to perform its obligations under the Commission's Documents, and the execution and delivery of the Bonds and the Commission's Documents and compliance with the provisions thereof will not in any material respect conflict with or constitute a material breach of or default under any applicable law, regulation, decree, writ, order or injunction or any agreement, resolution, contract or other instrument or any agreement to which the Commission is subject and which is material to the Commission's ability to perform its obligations under the Commission's Documents, nor will such execution, delivery and compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any 4 DOCSOC/1807350v4/200313-0018 224 nature whatsoever upon any of the properties or assets of the Commission under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided in the Indenture; (h) at the Closing, the Commission will be in compliance in all respects with the covenants and agreements contained in the Commission's Documents, and no event of default and no event which, with the lapse of time or giving of notice, or both, would constitute an event of default thereunder shall have occurred and be continuing; (i) no action, suit, proceeding, inquiry or investigation at law or in equity before or by any court, government agency, public board or body of competent jurisdiction, is pending or, to the best of the Commission's knowledge, threatened against the Commission: (i) in any way affecting the existence of the Commission or in any way challenging the respective powers of the several offices or the titles of the officials of the Commission to such offices; or (ii) affecting or seeking to prohibit, restrain or enjoin the issuance, sale or delivery of any of the Bonds, the application of the proceeds of the sale of the Bonds, the proceedings authorizing and approving the Sales Tax, the levy or collection of the Sales Tax, or in any way contesting or affecting, as to the Commission, the validity or enforceability of the Act, the proceedings authorizing the Sales Tax, Resolution No. 17-006 of the Commission adopted on [May 10], 2017 (the "Resolution"), the Ordinance, the Bonds or the Commission's Documents or contesting the powers of the Commission or its authority with respect to issuance or delivery of the Bonds or the execution and delivery of the Commission's Documents or contesting the power or authority to levy the Sales Tax or contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or in any way contesting or challenging the consummation of the transactions contemplated hereby or thereby or which might materially adversely affect the ability of the Commission to perform and satisfy its obligations under the Commission's Documents or the Bonds; nor to the best of the Commission's knowledge is there any basis for any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling or finding would materially adversely affect the Act, the proceedings authorizing the Sales Tax or the Commission's Documents or the performance by the Commission of its obligations thereunder, or the authorization, execution, delivery or performance by the Commission of the Bonds or the Commission's Documents; 0) the Commission will furnish such information, execute such instruments and take such other action not inconsistent with law in cooperation with the Underwriters which the Underwriters may reasonably request in order (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriters may designate; and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will continue to take such action so long as required for distribution of the Bonds; provided, however, that in no event shall the Commission be required to take any action which would subject it to service of process in any jurisdiction in which it is not now so subject or be required to register as a dealer or broker or qualify to do business as a foreign corporation or be subject to any other similar requirements deemed by the Commission to be unduly burdensome; (k) all approvals, consents and orders of any governmental authority or agency having jurisdiction in the matters which would constitute a condition precedent to the due performance by the Commission of its obligations under the Commission's Documents and the Bonds have been duly obtained or made, and are, and will be on the date of Closing, in full force and effect; 5 DOCSOC/1807350v4/200313-0018 225 (1) if, subsequent to the date hereof, and prior to the Closing, an event occurs, or information becomes known, affecting the Commission which is materially adverse and which might cause the information in the Official Statement, as then supplemented or amended, to contain an untrue statement of material fact or omit to state a material fact necessary to make the statements made therein, in the light of circumstances under which they were made, not misleading, the Commission shall notify the Representatives thereof, and if in the opinion of the Representatives such event requires a supplement or amendment to the Official Statement, the Commission will supplement or amend the Official Statement in a form and manner approved by the Representatives; (m) for a period of 25 days subsequent to the Closing Date (the "Delivery Period"), if an event occurs which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Commission shall promptly notify the Representatives thereof and if, in the opinion of the Representatives, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Commission shall prepare and deliver to the Underwriters (at the Commission's expense for 25 days from the date of the Closing), as many copies of an amendment or supplement which will correct such statement or omission as the Underwriters may reasonably request. During the Delivery Period, the Commission shall furnish such information as the Representatives may from time to time reasonably request; (n) if the Official Statement is amended or supplemented pursuant to paragraph 5(1) hereof, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the Closing Date, the Official Statement as so supplemented or amended (excluding therefrom the OS Excluded Information, as to which no representations or warranties are made) will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (o) between the date of this Purchase Agreement and the date of Closing, [[except for the issuances of commercial paper under the Commission's existing commercial paper program,]] the Commission will not, without the prior written consent of the Representatives, except as disclosed in the Preliminary Official Statement and the Official Statement and except in the course of normal business operations of the Commission, offer or issue any bonds, notes or other obligations for borrowed money, or incur any material liabilities, direct or contingent. (p) during the last five years, the Commission has not failed to comply in all material respects with any previous undertaking relating to continuing disclosure of information pursuant to Rule 15c2-12; (q) the financial statements of the Commission as of June 30, 2016 fairly represent the revenues, expenditures, assets, liabilities and fund balances of such amounts and, insofar as presented, other funds of the Commission as of the dates and for the periods therein set forth. Except as disclosed in the Official Statement or otherwise disclosed in writing to the Representatives, there has not been any materially adverse change in the financial condition of the Commission or in its operations since June 30, 2016 and there has been no occurrence, circumstance or combination thereof which is reasonably expected to result in any such materially adverse change; and 6 DOCSOC/1807350v4/200313-0018 226 (r) any certificates executed by any officer of the Commission and delivered to the Underwriters pursuant hereto shall be deemed a representation and warranty of the Issuer as to the accuracy of the statements therein made. 6. The Representatives, on behalf of themselves and the Underwriters, have entered into this Purchase Agreement in reliance upon the representations and warranties of the Commission contained herein and the representations and warranties to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the Commission of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the Underwriters' obligations under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the sole option of the Representatives, to the accuracy in all material respects of the representations and warranties of the Commission contained herein as of the date hereof and as of the Closing Date, to the accuracy of the statements of the officers and other officials of the Commission made in any certificate or other document furnished pursuant to the provisions hereof, to the performance by the Commission of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing Date, and to the following additional conditions: (a) Prior to the Closing, the Commission's Documents shall have been duly authorized, executed and delivered and simultaneously with Closing the Bonds shall have been duly authorized, executed and delivered and none of such documents shall have been amended, modified or repealed, except to the extent to which the Representatives has given their written consent; (b) At the time of Closing, all official action of the Commission related to the Commission's Documents, and the sale of the Bonds, shall be in full force and effect and shall not have been amended, modified, supplemented or repealed in any material respect; (c) At the time of Closing, the Commission shall have made timely payment of principal and/or interest when due on all of its respective outstanding bonds, notes or other obligations; (d) As of the date hereof and at Closing, trading of securities in general shall not have been suspended on any national securities exchange; nor shall any proceeding be pending or threatened by the Securities and Exchange Commission against the Commission; (e) Subsequent to the date hereof, up to and including the Closing, there shall not have occurred any change in or particularly affecting the Commission, the Act, the Ordinance, the Sales Tax, the Sales Tax Revenues, the Bonds or the Commission's Documents as the foregoing matters are described in the Official Statement, which in the reasonable professional judgment of the Underwriters materially impairs the investment quality of the Bonds; (0 Subsequent to the date hereof, up to and including the Closing, the California State Board of Equalization (`BOE") shall not have suspended or advised the Commission of suspension of the collection of the Sales Tax or the escrow of any proceeds thereof by the BOE, and counsel to the Commission shall not have been advised of the suspension of the collection of the Sales Tax or the escrow of any proceeds thereof by the BOE or have BOE question the validity of the Sales Tax; (g) The Commission shall perform, or have performed at or prior to the time of the Closing, all of its obligations required under or specified in the Commission's Documents, as amended to the date of Closing, to be performed at or prior to the Closing; 7 DOCSOC/1807350v4/200313-0018 227 (h) The TIFIA Agreement shall have been executed by the Commission and in full force and effect; (0 At or prior to the Closing, the Underwriters shall receive, among other items, the following, in each case reasonably satisfactory in form and substance to the Representatives and Underwriters' Counsel: (i) Executed copies of each of the Commission's Documents and specimen copies of the Bonds; (ii) The approving opinion of Bond Counsel, substantially in the form attached to the Official Statement as Appendix F; (iii) A supplemental opinion of Bond Counsel, addressed to the Underwriters, stating the Underwriters may rely upon the opinion referred to in subparagraph (ii) hereof as though addressed to them and to the following effect: (A) The information contained in the Official Statement in the sections entitled "THE 2017 BONDS," "SECURITY AND SOURCES OF PAYMENT FOR THE 2017 BONDS," "TAX MATTERS," "APPENDIX C — SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE" and "APPENDIX F — PROPOSED FORM OF BOND COUNSEL OPINION" insofar as such information purports to summarize certain provisions of the Indenture and such counsel's opinion relating to the tax exemption of interest on the Bonds, are accurate in all material respects; (B) The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; and (C) This Purchase Agreement has been duly executed and delivered by the Commission and is a legal, valid and binding obligation of the Commission enforceable in accordance with its terms, subject to laws relating to bankruptcy, insolvency, reorganization or creditors' rights generally, to the application of equitable principles, the exercise of judicial discretion and the limitations on legal remedies against public entities in the State. (iv) The opinion of Norton Rose Fulbright US LLP ("Disclosure Counsel") addressed to the Underwriters, to the effect that while they have not independently verified the accuracy or fairness of the statements and representations set forth in the Official Statement or referred to therein or the financial statements and the appendices thereto, as a result of their participation in the preparation of the Preliminary Official Statement and the Official Statement and their review of certain documents referred to therein: (I) no facts have come to the attention of the personnel in the firm directly involved in rendering legal advice and assistance in connection therewith which gives them cause to believe that the Preliminary Official Statement (except for information permitted to be excluded therefrom pursuant to Rule 15c2-12, the financial statements and other financial and statistical data included therein, forecasts, projections, estimates, assumptions and expressions of opinion, statements relating to DTC, Cede & Co. and the book -entry system and statements contained in in Appendices A, B and E thereto, as to which no view need to be expressed) as of its date contained, or as of the date hereof contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading; and (II) no facts have come to the attention 8 DOCSOC/1807350v4/200313-0018 228 of the personnel in the firm directly involved in rendering legal advice and assistance in connection therewith which gives them cause to believe that the Official Statement (except for the financial statements and other financial and statistical data included therein, forecasts, projections, estimates, assumptions and expressions of opinion, statements relating to DTC, Cede & Co. and the book -entry system and statements contained in in Appendices A, B and E thereto, as to which no view need to be expressed), as of its date contained, or as of the Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading; (v) An opinion, dated the date of the Closing and addressed to the Underwriters, of Best, Best & Krieger LLP, General Counsel to the Commission, to the effect that: (i) the Commission is a county transportation commission duly organized under the laws of the State; (ii) the Ordinance and the resolution or resolutions of the Commission approving and authorizing the execution and delivery of the Commission's Documents by the Commission (the "Resolutions") were duly adopted at meetings of the Commission, which were called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting at the time of adoption; (iii) to the best knowledge of such counsel, there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body of competent jurisdiction, pending or threatened against or affecting the Commission, to restrain or enjoining the enforcement of the Commission's Documents or in any way contesting or affecting the validity of the Bonds or the Commission's Documents; (iv) the execution and delivery of the Bonds by the officer executing the same and the Commission's Documents by the Commission, the adoption of the Resolutions, and compliance by the Commission with the provisions of the foregoing, as appropriate, under the circumstances contemplated thereby, does not and will not conflict with or constitute on the part of the Commission a breach or default under any agreement or other instrument to which the Commission is a party or by which it is bound (and of which such counsel is reasonably aware) or any existing law, regulation, court order or consent decree to which the Commission is subject; (v) the Commission's Documents have been duly authorized, executed and delivered by the Commission and, assuming due authorization, execution and delivery by the other parties thereto, the Commission's Documents constitute legal, valid and binding agreements of the Commission, enforceable in accordance with their respective terms, subject in each case to laws relating to bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and the application of equitable principles if equitable remedies are sought; (vi) except as described in the Official Statement, no authorization, approval, consent, or other order of the State or any other governmental authority or agency within the State having jurisdiction over the Commission is required for the valid authorization, execution, delivery and performance by the Commission of the Commission's Documents which has not been obtained; and (vii) without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Preliminary Official Statement and the Official Statement and based upon the information made available to such counsel in the course of its participation in the preparation of the Official Statement as counsel for the Commission, nothing has come to such counsel's attention which would cause them to believe that the Official Statement (excluding therefrom the financial statements and statistical data included in the Official Statement and the OS Excluded Information) as of the date thereof and as of the Closing Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (vi) a certificate or certificates, dated the Closing Date, signed by a duly authorized official of the Commission to the effect that, to the best of such official's knowledge, (i) the representations and warranties of the Commission contained in this Purchase Agreement are true and 9 DOCSOC/1807350v4/200313-0018 229 correct on and as of the Closing Date with the same effect as if made on the Closing Date; (ii) no event affecting the Commission has occurred since the date of the Official Statement which has the effect of causing the Official Statement (excluding the OS Excluded Information) to contain any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements and information therein, in light of the circumstances under which they were made, not misleading; (iii) the Commission has, and at the time of the Closing will have, full legal right, power and authority (A) to execute and enter into the Commission's Documents, (B) to adopt the Resolution, (C) to sell and deliver the Bonds to the Underwriters pursuant to the Constitution and laws of the State, (D) to issue the Bonds, (E) to cause the Sales Tax to be levied and collected, (F) to pledge the Sales Tax Revenues to the payment of the Bonds and (G) to carry out and to consummate the transactions contemplated by, and to perform all of its obligations under, the Resolution, the Commission's Documents, the Bonds and the Official Statement; (iv) the Commission has (A) duly authorized and approved the Official Statement, (B) duly authorized and approved the execution and delivery of, and performance by the Commission of its obligations under, the Bonds and the Commission's Documents, (C) duly adopted the Resolutions and (D) duly authorized and approved the use of the proceeds of the sale of the Bonds, as contemplated by the Official Statement; (v) at or prior to the time and date of the Closing, the Bonds will have been duly executed and delivered by the Commission, and each of them and the Resolutions and the Commission's Documents will constitute legal, valid and binding obligations of the Commission enforceable against the Commission in accordance with their respective terms, except to the extent that the enforceability may be limited by bankruptcy, insolvency, arrangement, moratorium or other laws affecting the rights of creditors generally, equitable remedies, judicial discretion and the limitations on legal remedies against local transportation authorities in the State; (vi) the Resolutions, the Commission's Documents and the Bonds conform in all material respects to the descriptions thereof in the Preliminary Official Statement and the Official Statement; (vii) the financial data relating to the Commission and the financial statements of the Commission contained in the Preliminary Official Statement and the Official Statement present fairly the financial condition and results of the operation of the Commission at the dates and for the periods therein specified and such financial data relating to the Commission and the financial statements of the Commission contained in the Preliminary Official Statement and the Official Statement are presented in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements of the Commission except as otherwise specifically noted in the Preliminary Official Statement and the Official Statement and, except as disclosed in the Official Statement, since June 30, 2016, no materially adverse change has occurred, or any development involving a prospective material change, in the financial position or results of operations of the Commission and the Commission has not incurred since June 30, 2016, any material liabilities other than in the ordinary course of business or as set forth in or contemplated by the Official Statement; (viii) no litigation of any nature is now pending or, to the best of the Commission's knowledge, threatened in any court or before any governmental agency of competent jurisdiction: (A) restraining or enjoining, or seeking to restrain or enjoin, the issuance, sale, execution or delivery of the Bonds; or (B) in any way contesting or affecting (1) the validity or enforceability of the Bonds, or (2) any proceedings of or on behalf of the Commission taken with respect to the issuance or sale of the Bonds, or (3) adoption of the Resolution or the execution and delivery of the Commission's Documents, or (4) the levy and collection of the Sales Tax, or (5) the pledge of Sales Tax Revenues effected by the Indenture, as described in the Preliminary Official Statement and the Official Statement, or (6) the proceedings authorizing and approving the Sales Tax or the levy or collection of the Sales Tax, or (7) the existence or powers of the Commission; or (C) in any manner questioning (1) the proceedings or authority for the issuance of the Bonds, or (2) any provision made or authorized for the payment of the Bonds, or (3) the existence or operations of the Commission, or (4) the power of the Commission to issue the Bonds, or (5) the power of the Commission to undertake any other transactions necessary 10 DOCSOC/1807350v4/200313-0018 230 in connection with this proposed financing; or (D) which would have a material adverse effect upon the operations of the Commission relating to the Bonds or to the contemplated use of the proceeds thereof; (ix) none of the Commission's proceedings or authority for the issuance, sale, execution and delivery of the Bonds, or the execution and delivery of the Commission's Documents, or the adoption of the Resolution as described in the Preliminary Official Statement and the Official Statement has been repealed, modified, amended, revoked or rescinded; (x) no approval, permit, consent or authorization of any governmental or public agency, authority or person having jurisdiction over the Commission not already obtained and no proceedings not already had are required in connection with (A) the issuance and sale of the Bonds, (B) the execution and delivery by the Commission of, or the performance by it of its obligations under, the Bonds, the Commission's Documents and the Resolution or (C) except as contemplated by the Preliminary Official Statement and the Official Statement, the issuance and sale of the Bonds or the application of the proceeds of the sale thereof; (xi) there is no material adverse change in the condition or affairs of the Commission that would make it unreasonable for the Underwriters or other purchasers of the Bonds to rely upon the Official Statement in connection with the resale of the Bonds, and the Underwriters are hereby authorized to distribute copies of the Official Statement in connection with the resale of the Bonds; and (xii) the Commission has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the date of issuance of the Bonds with respect to the issuance of the Bonds; (vii) A certificate, dated the Closing Date, signed by a duly authorized official of the Trustee, that: (A) the Trustee is a national banking association organized and existing under and by virtue of the laws of the United States of America, having the full power and being qualified to enter into the Indenture and perform its duties under the Indenture and the Continuing Disclosure Agreement (together, the "Trustee Documents"); (B) the Trustee is duly authorized to enter into the Indenture and Trustee has duly executed and delivered the Indenture; (C) the execution and delivery of the Indenture and compliance with the provisions on the Trustee's part contained in the Trustee Documents, will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which Trustee is a party or is otherwise subject (except that no representation, warranty or agreement is made with respect to any federal or state securities or blue sky laws or regulations), nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets held by the Trustee pursuant to the Indenture under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided by the Trustee Documents; (D) to the best of the knowledge of the Trustee, it has not been served with any action; suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, nor is any such action or other proceeding threatened against the Trustee, as such but not in its individual capacity, affecting the existence of the Trustee, or the titles of its officers to their respective offices or seeking to prohibit, restrain or enjoin the collection of Sales Tax Revenues to be applied to pay the principal, premium, if any, and interest on the Bonds, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Indenture, or contesting the powers of the Trustee or its authority to enter into, adopt or perform 11 DOCSOC/1807350v4/200313-0018 231 its obligations under any of the foregoing, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Indenture; and (E) the Trustee will apply the proceeds from the Bonds as provided in the Indenture. (viii) an opinion of counsel to the Trustee, addressed to the Underwriters, in form and substance satisfactory to the Representatives, to the effect that the Trustee is a national banking association with due power and authority to execute the Indenture, that the Trustee has duly authenticated the Bonds and that the Indenture is in effect and is valid and binding upon the Trustee; (ix) the opinion of Stradling Yocca Carlson & Rauth, counsel to the Underwriters, dated the date of the Closing and addressed to the Underwriters, in form and substance satisfactory to the Representatives; (x) a copy of the Official Statement, executed on behalf of the Commission by a person duly authorized to sign on behalf of the Commission; (xi) a certified copy of the general resolution or resolutions of the Trustee authorizing the execution and delivery of the Indenture and the Bonds; (xii) certified copies of the resolution or resolutions of the Commission authorizing the execution and delivery of the Commission's Documents; (xiii) a copy of the Blue Sky Memorandum with respect to the Bonds, prepared by Underwriters' Counsel; (xiv) A tax certificate relating to the tax exempt Bonds in form satisfactory to Bond Counsel and the Representatives; (xv) A copy of the Notices of Sale required to be delivered to the California Debt Investment and Advisory Commission pursuant to Sections 8855(g) and 53583 of the California Government Code; (xvi) Evidence that any ratings on the Bonds described in the Preliminary Official Statement and the Official Statement are in full force and effect as of the date of the Closing; (xvii) A Certificate, dated the Closing Date, signed by an authorized representative of Fieldman Rolapp & Associates, Financial Advisor to the Commission, to the effect that no information came to such representative's attention which gives such representative reason to believe that the statements and information in the Preliminary Official Statement and the Official Statement under the caption "PLAN OF FINANCE" contains any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; (xviii) A certified copy of the proceedings relating to authorization and approval of the Sales Tax, including: (i) a certified copy of the Ordinance; and (ii) evidence of the results of the November 5, 2002 and November 2, 2010 elections; 12 DOCSOC/1807350v4/200313-0018 232 (xix) A copy of the executed Agreement for State Administration of Transactions and Use Tax, between the Commission and the California State Board of Equalization, including all amendments thereto; (xx) A copy of the Blanket Letter of Representation to DTC relating to the Bonds signed by DTC and the Commission; (xxi) An executed copy of the Continuing Disclosure Agreement; and (xxii) Such additional certificates, legal opinions of Bond Counsel, Disclosure Counsel or other counsel and such other instruments or documents as Stradling Yocca Carlson & Rauth, a Professional Corporation ("Underwriters' Counsel"), Disclosure Counsel or Bond Counsel reasonably request to evidence the truth and accuracy as of the date hereof and as of the Closing Date of information contained in the Official Statement and the representations and warranties contained herein and in the Official Statement and the due satisfaction as or prior to the Closing Date of all conditions then to be satisfied in connection with the transaction contemplated hereby. 7. To the extent permitted by law, the Commission agrees to indemnify and hold harmless the Underwriters and each person, if any, who controls (within the meaning of Section 15 of the Securities Act of 1933, as amended, or of Section 20 of the Securities Exchange Act of 1934, as amended) the Underwriters and the officers, agents and employees of the Underwriters (each such person, an "Indemnified Party") against any and all losses, claims, damages, liabilities and expenses arising out of any untrue statement of a material fact contained in the Preliminary Official Statement (other than in the POS Excluded Information) or the Official Statement (other than in the OS Excluded Information) or the omission to state in the Preliminary Official Statement (other than omissions of the POS Excluded Information) or the Official Statement (other than omissions of the OS Excluded Information) a material fact necessary to make the statements therein relating to the Commission, in the light of the circumstances under which they were made, not misleading. The Commission shall not be liable for any settlement of any such action effected without its consent by any Indemnified Party, which consent shall not be unreasonably withheld, but if settled with the consent of the Commission or if there be a final judgment for the plaintiff in any such action against the Commission or any Indemnified Party, the Commission agrees to indemnify and hold harmless such Indemnified Party to the extent provided herein. In case any claim shall be made or action brought against an Indemnified Party for which indemnity may be sought against the Commission, as provided above, the Underwriters shall promptly notify the Commission in writing setting forth the particulars of such claim or action and the Commission shall assume the defense thereof, including at its option the retaining of counsel acceptable to the Underwriters and including the payment of all expenses. The Indemnified Party shall not have the right to retain separate counsel unless (i) the Commission shall have specifically authorized the retaining of such counsel or (ii) the parties to such suit include the Indemnified Party and one or more legal defenses may be available to it which may not be available to the Commission, in which case the Commission shall not be entitled to assume the defense of the suit but the Underwriters shall bear the fees and expenses of such counsel. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Commission, its employees and its officers, but only with reference to liability in connection with false statements and information in the Preliminary Official Statement and the Official Statement furnished to the Commission in writing by such Underwriter for inclusion in the Preliminary Official Statement 13 DOCSOC/1807350v4/200313-0018 233 and the Official Statement. The Commission acknowledges that the only information provided by the Underwriters for inclusion in the Preliminary Official Statement was the information contained under the caption "UNDERWRITING" and the only information provided by the Underwriters for inclusion in the Official Statement was the principal amount, interest rates, prices and yields and redemption prices set forth on the inside cover of the Official Statement and the information contained under the caption "UNDERWRITING". 8. The Underwriters shall have the right to cancel their obligation hereunder to purchase the Bonds (and such cancellation shall not constitute a default hereunder by the Underwriters) by the Representative notifying you in writing of its election to do so between the date hereof and the Closing, if at any time hereafter and prior to the Closing: (i) any event occurring, or information becoming known that, in the reasonable judgment of the Representatives, makes untrue any statement of a material fact contained in the Official Statement or results in an omission of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; or (ii) An amendment to the Constitution of the United States or the State of California shall have been passed or legislation shall have been introduced in or enacted by the Congress of the United States or the legislature of any state having jurisdiction of the subject matter or legislation pending in the Congress of the United States shall have been amended or legislation shall have been recommended to the Congress of the United States or to any state having jurisdiction of the subject matter or otherwise endorsed for passage (by press release, other form of notice or otherwise) by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or legislation shall have been proposed for consideration by either such Committee by any member thereof or presented as an option for consideration by either such Committee by the staff of such Committee or by the staff of the joint Committee on Taxation of the Congress of the United States, or legislation shall have been favorably reported for passage to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or a decision shall have been rendered by a court of the United States or of the State of California or the Tax Court of the United States, or a ruling shall have been made or a regulation or temporary regulation shall have been proposed or made or any other release or announcement shall have been made by the Treasury Department of the United States, the Internal Revenue Service or other federal or State of California authority, with respect to federal or State of California taxation upon revenues or other income of the general character to be derived by the Commission or upon interest received on obligations of the general character of the Bonds which, in the judgment of the Representatives, may have the purpose or effect, directly or, indirectly, of affecting the tax status of the Commission, its property or income, its securities (including the Bonds) or the interest thereon, or any tax exemption granted or authorized by State of California legislation; or (iii) any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency of the State of California, or a decision by any court of competent jurisdiction within the State of California or any court of the United States of America shall be rendered which, in the reasonable opinion of the Representatives, materially adversely affects the market price or marketability of the Bonds or the ability of the Underwriters to enforce contracts for the sale of the Bonds; or 14 DOCSOC/1807350v4/200313-0018 234 (iv) legislation shall be enacted by the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, or a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the execution, delivery, offering or sale of obligations of the general character of the Bonds, or the execution, delivery, offering or sale of the Bonds, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of, or that obligations of the general character of the Bonds, or the Bonds, are not exempt from registration under, any provision of the federal securities laws, including the Securities Act of 1933, as amended and as then in effect, or that the Indenture needs to be qualified under the Trust Indenture Act of 1939, as amended and as then in effect; or (v) the imposition by the New York Stock Exchange or other national securities exchange or any governmental authority or any material restrictions not now in force with respect to the Bonds or obligations of the general character of the Bonds or securities generally or the material increase of any such restrictions now in force, including those relating to the extension of credit by or the charge to the net capital requirements of, the Underwriters, which, in the reasonable opinion of the Representatives, materially adversely affects the market price or marketability of the Bonds or the ability of the Underwriters to enforce contracts for the sale of the Bonds; or (vi) the declaration of a general banking moratorium by federal, New York or California authorities or a major financial crisis or a material disruption in commercial banking or securities settlement or clearances services shall have occurred, or the general suspension of trading or minimum or maximum prices for trading shall have been fixed and be in force or maximum ranges or prices for securities shall have been required and be in force on the New York Stock Exchange on any national securities exchange by a determination by that exchange or by order of the Securities and Exchange Commission or any other governmental agency having jurisdiction, which, in the reasonable opinion of the Representatives, materially adversely affects the market price or marketability of the Bonds or the ability of the Underwriters to enforce contracts for the sale of the Bonds; or (vii) any new outbreak or escalation of hostilities, declaration by the United States of America of a national emergency or war or other calamity or crisis affecting the financial markets which, in the reasonable opinion of the Representatives, materially adversely affects the market price or marketability of the Bonds or the ability of the Underwriters to enforce contracts for the sale of the Bonds; or (viii) any rating of securities of the Commission payable from or secured by Revenues reflecting the creditworthiness of the Commission, shall have been withdrawn or reduced, placed on credit watch, assigned a negative outlook or announced to be under review by a rating agency, which, in the Representatives' reasonable opinion, materially adversely affects the market price or marketability of the Bonds or the ability of the Underwriters to enforce contracts for the sale of the Bonds; or (ix) the commencement of any action, suit or proceeding described in Section 5(i) hereof which, in the reasonable judgment of the Representatives, materially adversely affects the market price of the Bonds or the ability of the Underwriters to enforce contracts for the sale of the Bonds; or Stock Exchange; or DOCSOC/1807350v4/20031 (x) there shall be in force a general suspension of trading on the New York 15 235 3-0018 (xi) a material adverse change has occurred or becomes known in the operations or finances of the Commission. 9. The Underwriters shall be under no obligation to pay and the Commission shall pay or cause to be paid from the proceeds of the Bonds or other funds available to it the expenses incident to the performance of the obligations of the Commission hereunder, including but not limited to (a) the cost of printing or engraving, and mailing or delivering the definitive Bonds and the Official Statement in reasonable quantities and all other documents or the cost of recording and filing such documents (other than as set forth in the next succeeding paragraph) prepared in connection with the transactions contemplated hereby; (b) the fees and disbursements of the Trustee, in connection with the execution, sale and delivery of the Bonds; (c) the fees and disbursements of the Bond Counsel, Disclosure Counsel, General Counsel, and any other experts or consultants retained by the Commission in connection with the transactions contemplated hereby; (d) the costs related to obtaining ratings on the Bonds. The Underwriters shall pay (a) California Debt and Investment Advisory Commission fees; (b) the cost of preparation and printing of any Blue Sky Memorandum to be used by them; (c) all advertising expenses in connection with the public offering of the Bonds; (d) the fees and expenses of Underwriters' Counsel; (e) CUSIP number costs; and (f) any fees assessed upon the Underwriters with respect to the Bonds by the Municipal Securities Rulemaking Board or the Financial Industry Regulatory Authority. To the extent not otherwise reimbursed in full by the Commission pursuant to the preceding paragraph of this Section, the Commission acknowledges that a portion of the Underwriters' discount is intended to reimburse the Underwriters for incidental expenses (including, but not limited to, transportation, lodging and meals of Commission and Underwriter personnel) incurred by the Underwriters (on their own behalf and/or on behalf of Underwriter personnel and Commission personnel and advisors, as applicable) in connection with the consummation of the transaction contemplated by this Purchase Agreement. 10. No covenant or agreement contained in this Purchase Agreement shall be deemed to be a covenant or agreement of any member, officer, agent or employee of the Commission nor shall such persons be liable personally under this Purchase Agreement or be subject to any personal liability or accountability solely by reason of the execution of this Purchase Agreement or solely by reason of the breach or attempted alleged breach hereof by the Commission. 11. Any notice to be given to the Commission under this Purchase Agreement may be given by delivering the same to the office thereof c/o Riverside County Transportation Commission*, 4080 Lemon Street, 3rd Floor, Riverside, California 92501 or P.O. Box 12008, Riverside, California 92502, and any such notice to be given to the Representatives or the Underwriters may be given by delivering the same to Merrill Lynch, Pierce, Fenner & Smith Incorporated, 555 California St., Suite 1160, Mail Code: CA 5-705-11-00, San Francisco, CA 94104, Attention: and Goldman, Sachs & Co., 555 California St., 45th Floor, San Francisco, CA 94104, Attention: Ian Parker. 12. The Commission hereby authorizes the Official Statement and the information therein contained to be used by the Underwriters in connection with the public sale of the Bonds. * Street address is for non -postal delivery. P.O. Box for postal (US mail) delivery. 16 DOCSOC/1807350v4/200313-0018 236 13. This Purchase Agreement shall be governed by, and construed in accordance with, the laws of the State of California. 14. The representations and warranties of the Commission set forth in or made pursuant to this Purchase Agreement shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing or termination of this Purchase Agreement and regardless of any investigations or statements as to the results thereof made by or on behalf of the Underwriters and regardless of delivery of and payment for the Bonds. 15. This Purchase Agreement, when accepted by the Commission, shall constitute the entire agreement between the Commission and the Underwriters and is made solely for the benefit of the Commission and the Underwriters (including the successors of the Underwriters). No other person shall acquire or have any right hereunder by virtue hereof, except as provided herein. 16. This Purchase Agreement is made solely for the benefit of the Commission and the Underwriters (including the successors thereof), and no other person, partnership or association shall acquire or have any right hereunder or by virtue hereof. All representations and agreements by the Commission in this Purchase Agreement shall remain operative and in full force and effect except as otherwise provided herein, regardless of any investigations made by or on behalf of the Underwriters and shall survive the issuance of and payment of the Bonds. 17. This Purchase Agreement may be executed simultaneously in several counterparts each of which shall be an original and all of which shall constitute but one and the same instrument. 18. The Representatives, in their sole discretion, may waive any condition or requirement imposed upon the Commission as set forth in this Purchase Agreement. 19. The Commission acknowledges and agrees that: (i) the primary role of the Underwriters, as underwriters, is to purchase securities, for resale to investors, in an arm's-length commercial transaction between the Commission and the Underwriters and that the Underwriters have financial and other interests that differ from those of the Commission; (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriters are and have been acting solely as principals and are not acting as the municipal advisor, financial advisor, agent or fiduciary of the Commission; (iii) the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Commission with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriters have provided other services or are currently providing other services to the Commission on other matters); (iv) the only obligations the Underwriters have to the Commission with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement; and (v) the Commission has consulted its own legal, municipal, financial and other advisors to the extent it has deemed appropriate. 20. This Purchase Agreement shall become effective upon the execution of the acceptance hereby by the Commission, and shall be valid and binding and enforceable as of the time of such acceptance. 21. The rights and obligations created by this Purchase Agreement shall not be subject to assignment by the Underwriters or the Commission without the prior written consent of the other parties hereto. 17 DOCSOC/1807350v4/200313-0018 237 22. In case any one or more of the provisions, contained herein shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not effect any other provisions hereof. 23. The validity, interpretation, and performance of this Purchase Agreement shall be governed by the laws of the State of California. Very truly yours, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, on behalf of itself and as Representative of the Underwriters By: Name: Title: GOLDMAN, SACHS & CO., on behalf of itself and as Representative of the Underwriters By: Authorized Representative The foregoing is hereby agreed to and accepted as of the date first above written: RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: Authorized Representative 18 DOCSOC/1807350v4/200313-0018 238 EXHIBIT A UNDERWRITERS Merrill Lynch, Pierce, Fenner & Smith Incorporated Goldman, Sachs & Co. Barclays Capital Academy Securities Fidelity Capital Markets A-1 DOCSOC/1807350v4/200313-0018 239 EXHIBIT B MATURITY SCHEDULE Maturity Date (June 1) Principal Amount Interest Rate Price Yield % Term Bonds due June 1, 20 — Price: *; Yield Priced to par call on June 1, 20. B-1 DOCSOC/1807350v4/200313-0018 240 EXHIBIT C REDEMPTION PROVISIONS Optional Redemption. The Bonds maturing on or after June 1, 20 are subject to redemption prior to their respective stated maturities, at the option of the Commission, from any source of available funds, as a whole or in part, on any date on or after June 1, 20 at the principal amount of 2017 Series A Bonds called for redemption plus accrued interest to the date fixed for redemption, without premium. Mandatory Redemption of the Bonds from Mandatory Sinking Account Payments. The 2017 Series A Bonds maturing on June 1, 20 are subject to mandatory redemption prior to their respective stated maturities, in part, by lot, from Mandatory Sinking Account Payments on each June 1 a Mandatory Sinking Account Payment is due, in the principal amount equal to the Mandatory Sinking Account Payment due on such date and at a redemption price equal to 100% of the principal amount thereof, plus accrued but unpaid interest to the redemption date, without premium. Redemption Date Mandatory Sinking (June 1) Account Payment t t Final Maturity. C-1 DOCSOC/1807350v4/200313-0018 241 EXHIBIT D ISSUE PRICE CERTIFICATE OF THE UNDERWRITER This Certificate is furnished by Merrill Lynch, Pierce, Fenner & Smith Incorporated as representative of the underwriters (the "Representative") in connection with the sale and issuance by (the "Commission") of its $ aggregate principal amount of [NAME OF BONDS] (the "Bonds") issued , 2017, and the Representative hereby certifies and represents the following, based upon information available to us: 1. Based on our assessment of the then prevailing market conditions, the Representative reasonably expected when it agreed to purchase the Bonds (the "Sale Date") that the first prices at which at least 10% of each maturity of the Bonds would be sold by the Representative to the general public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) (the "Public") would be prices not higher than, or, in the case of obligations sold on a yield basis, at yields not lower than, those listed for each maturity on Schedule A hereto (the "Initial Offering Prices"). 2. All of the Bonds have actually been offered to the Public in a bona fide public offering at prices not higher than, or, in the case of obligations sold on a yield basis, at yields not lower than, the Initial Offering Prices. 3. The first price, or yield in the case of obligations sold on a yield basis, at which ten percent (10%) of each maturity of the Bonds has been sold to the Public was at a price not higher than, or, in the case of obligations sold on a yield basis, at a yield not lower than, the Initial Offering Prices [except for the Bonds with the following maturities:]. 4. The Representative had no reason to believe that any of the Initial Offering Prices of the Bonds exceeded the expected fair market value of the Bonds as of the Sale Date. We understand that the foregoing information will be relied upon by the Commission with respect to certain of the representations set forth in the Tax Certificate and by Orrick Herrington & Sutcliffe LLP, in connection with rendering its opinion to the Commission that the interest on the Bonds is not includable in gross income of the owners thereof for federal income tax purposes. The undersigned is certifying only as to facts in existence on the date hereof. Nothing herein represents the undersigned's interpretation of any laws; in particular the regulations under the Internal Revenue Code of 1986, or the application of any laws to these facts. The certifications contained herein are not necessarily based on personal knowledge, but may instead be based on either inquiry deemed adequate by the undersigned or institutional knowledge (or both) regarding the matters set forth herein. Although certain information furnished in this Certificate has been derived from other purchasers, bond houses and brokers and cannot be independently verified by us, we have no reason to believe it to be untrue in any material respect. DOC SOC/ 18073 50v4/200313-0018 D-2 242 Dated: DOC SOC/ 18073 50v4/200313-0018 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Representative of the Underwriters By: [NAME] [TITLE] D-2 243 ATTACHMENT 6 OH&S Draft — 4/18/17 MASTER INDENTURE between RIVERSIDE COUNTY TRANSPORTATION COMMISSION and U.S. BANK NATIONAL ASSOCIATION, as Trustee Dated as of [July 1, 2017] Riverside County Transportation Commission Toll Revenue Bonds OHSUSA:765989901.12 244 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01 Definitions 6 ARTICLE II THE OBLIGATIONS Section 2.01 Authorization and Purposes 33 Section 2.02 General Terms of Obligations 34 Section 2.03 Execution 34 Section 2.04 Certificate of Authentication 35 Section 2.05 Forms of Obligations 35 Section 2.06 Issuance, Sale and Delivery of Obligations; Application of Proceeds 35 Section 2.07 Mutilated, Lost, Stolen or Destroyed Obligations 35 Section 2.08 Exchangeability and Transfer of Obligations; Persons Treated as Holders 36 Section 2.09 Cancellation 37 Section 2.10 Senior Lien Obligations Ratably Secured 37 Section 2.11 Second Lien Obligations Ratably Secured 37 Section 2.12 Subordinate Obligations Ratably Secured 38 Section 2.13 Book -Entry Only System 38 ARTICLE III ADDITIONAL OBLIGATIONS Section 3.01 Restrictions on Issuance of Senior Lien Obligations 39 Section 3.02 Proceedings for Issuance of Additional Obligations 41 Section 3.03 Restrictions on Issuance of Second Lien Obligations or Additional Subordinate Obligations 42 Section 3.04 Proceedings for Issuance of Second Lien Obligations or Additional Subordinate Obligations 44 Section 3.05 Subordinate Obligations; TIFIA Loans 44 Section 3.06 Conditions for Merging of RCTC 91 Express Lanes and Toll Road 44 ARTICLE IV REDEMPTION Section 4.01 Redemption and Purchase of Obligations 45 -i- OHSUSA:765989901.12 245 TABLE OF CONTENTS (continued) Page Section 4.02 Notice of Redemption 45 Section 4.03 Conditional Notice of Redemption; Rescission 45 Section 4.04 Effect of Redemption 46 Section 4.05 Partial Redemption of Obligations 46 ARTICLE V PLEDGE; FUNDS AND ACCOUNTS Section 5.01 Deposit of Revenue by Trustee; Toll Revenue Fund 46 Section 5.02 Establishment of Funds and Accounts 47 Section 5.03 Toll Revenue Fund; Priority of Deposits and Transfers 48 Section 5.04 Project Fund 53 Section 5.05 Commission Initial Loan and Commission Backstop Loan Contribution to Project 56 Section 5.06 Operation and Maintenance Fund 57 Section 5.07 Capital Expenditures Fund 58 Section 5.08 Senior Lien Obligations Reserve Fund 58 Section 5.09 Second Lien Obligations Reserve Fund 60 Section 5.10 Subordinate Obligations Reserve Fund 62 Section 5.11 Repair and Rehabilitation Fund 64 Section 5.12 Commission Loan Fund; Residual Fund; Surplus Fund 65 Section 5.13 Rebate Fund 66 Section 5.14 Senior Lien Obligations Interest Account 66 Section 5.15 Senior Lien Obligations Principal Account 67 Section 5.16 Second Lien Obligations Interest Account 67 Section 5.17 Second Lien Obligations Principal Account 68 Section 5.18 Subordinate Obligations Interest Account 68 Section 5.19 Subordinate Obligations Principal Account 68 Section 5.20 TIFIA Loan Prepayment Account 69 Section 5.21 Establishment and Application of the Redemption Fund 69 Section 5.22 Records 69 Section 5.23 Investment by Trustee 70 Section 5.24 Subsidy Payments 71 OHSUSA:765989901.12 246 TABLE OF CONTENTS (continued) Page Section 5.25 Withdrawal and Application of Funds; Priority of Transfers from Funds and Accounts 71 Section 5.26 Effect of Bankruptcy Related Event on TIFIA Loan 73 ARTICLE VI COVENANTS OF THE COMMISSION Section 6.01 Punctual Payment and Performance 73 Section 6.02 Against Encumbrances 73 Section 6.03 Toll and Revenue Covenants 74 Section 6.04 Annual Budget; Financial Plan 76 Section 6.05 Operation and Maintenance of the Toll Road 76 Section 6.06 Retention of Assets 76 Section 6.07 Insurance 76 Section 6.08 Payment of Claims 77 Section 6.09 Receipt and Deposit of Cash Advances 77 Section 6.10 Toll Agreements 77 Section 6.11 Construction and Maintenance From Other Sources Permitted 78 Section 6.12 Tax Covenants 78 Section 6.13 Accounting Records; Financial Statements and Other Reports 79 Section 6.14 Protection of Trust Estate and Rights of Holders 79 Section 6.15 Payment of Governmental Charges and Compliance with Governmental Regulations 79 Section 6.16 Maintenance of Powers 79 Section 6.17 Covenants Binding on Commission and Successors 80 Section 6.18 Continuing Disclosure 80 Section 6.19 Further Assurances 80 ARTICLE VII DEFAULT PROVISIONS AND REMEDIES Section 7.01 Events of Default 81 Section 7.02 Application of Revenue and Other Funds After Default 81 Section 7.03 No Acceleration 83 Section 7.04 Suits at Law or in Equity and Mandamus 83 OHSUSA:765989901.12 247 Section 7.05 Section 7.06 Section 8.01 Section 8.02 Section 8.03 Section 8.04 Section 8.05 Section 9.01 Section 9.02 Section 9.03 Section 9.04 Section 9.05 Section 10.01 Section 10.02 Section 10.03 Section 11.01 Section 11.02 Section 11.03 Section 11.04 Section 11.05 Section 11.06 Section 11.07 Section 11.08 TABLE OF CONTENTS (continued) Page Waivers 84 Rights of Subordinate Lenders 84 ARTICLE VIII THE TRUSTEE Trustee 84 Compensation and Indemnification of Trustee 87 Qualifications of Trustee; Resignation; Removal 87 Instrument of Bondholders 89 Issuing and Paying Agents 89 ARTICLE IX AMENDMENTS Amendments to Indenture Not Requiring Consent of Bondholders 90 Amendments to Indenture Requiring Consent of Bondholders and TIFIA Lender 91 Notice to and Consent of Bondholders 92 Execution and Effect of Supplemental Indentures 92 Obligations Owned by Commission 93 ARTICLE X DISCHARGE OF LIEN Discharge of Lien and Security Interest 93 Provision for Payment of Obligations 94 Unclaimed Moneys 95 ARTICLE XI MISCELLANEOUS Liability of Commission Limited to Trust Estate 95 Limitation of Rights; Third Party Beneficiary 96 Rights of Credit Providers 96 Severability 96 Notices 97 Payments Due on Non -Business Days 97 Captions 97 California Law 98 -iv- OHSUSA:765989901.12 248 Section 11.09 Section 11.10 SCHEDULE SCHEDULE II SCHEDULE III EXHIBIT A TABLE OF CONTENTS (continued) Page Effective Date 98 Execution in Several Counterparts 98 PROJECTS CONSTITUTING CAPITAL EXPENDITURES FUND PERMITTED EXPENDITURES S-I SCHEDULED REPAIR AND REHABILITATION FUND REQUIRED DEPOSITS S-II RESIDUAL FUND SCHEDULED RETAINED BALANCE S-III FORM OF FUNDS TRANSFER CERTIFICATE A-1 -v- OHSUSA:765989901.12 249 This MASTER INDENTURE, dated as of [July 1, 2017] (this "Master Indenture"), between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION, a public entity duly existing under the laws of the State of California (as further defined herein, the "Commission"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America, as trustee (together with any successor thereto the "Trustee"); WITNESSETH: WHEREAS, the Commission is a county transportation commission duly organized and existing pursuant to the County Transportation Commissions Act, being Division 12 of the Public Utilities Code of the State of California (Section 130000 et seq.) (as amended from time to time hereafter, the "Commission Act"); WHEREAS, the Commission is authorized pursuant to the Riverside County Transportation Sales Tax Act, being Division 25 of the Public Utilities Code of the State of California (Section 240000 et seq.) (the "Sales Tax Act"), to, among other things, and with voter approval, levy a retail transactions and use tax in accordance with the provisions of Part 1.6 (commencing with Section 7251) of Division 2 of the California Revenue and Taxation Code and to issue limited tax bonds payable from the proceeds of such tax; WHEREAS, the Commission adopted Ordinance No. 02-001, named the "Transportation Expenditure Plan and Retail Transaction and Use Tax Ordinance" ( "Ordinance No. 02-001") on May 8, 2002, pursuant to the provisions of the Sales Tax Act, which Ordinance provides for the imposition of a retail transactions and use tax (the "Sales Tax") applicable in the incorporated and unincorporated territory of the County in accordance with the provisions of Part 1.6 (commencing with Section 7251) of Division 2 of the California Revenue and Taxation Code at the rate of one-half of one percent (1/2%) commencing July 1, 2009 and continuing for a period not to exceed thirty (30) years; WHEREAS, by its terms, Ordinance No. 02-001 became effective at the close of the polls on November 5, 2002, the day of the election at which the proposition imposing the Sales Tax was approved by more than two-thirds of the electors voting on the measure; WHEREAS, the Commission adopted Ordinance No. 10-002 on July 14, 2010, amending Ordinance No. 02-001 (collectively with Ordinance No. 02-001, as amended from time to time, the "Ordinance") which amendment was approved by a majority of the voters voting on such Ordinance at an election held on November 2, 2010; WHEREAS, the Ordinance authorizes the Commission to apply proceeds of the Sales Tax for transportation purposes, including the construction, capital, acquisition, maintenance and operation of streets, roads, highways, including state highways, and for related purposes; WHEREAS, pursuant to Streets and Highways Code Sections 149.7 and 149.8, including Chapter 421 of the California Statutes of 2008 (Assembly Bill 1954) (the "Toll Act"), the Commission is authorized to set, levy and collect tolls, user fees, or other similar charges, payable for use of high -occupancy toll ("HOT") lanes and other facilities in the Interstate 15 OHSUSA:765989901.12 250 (referenced in the Toll Act as State Highway Route 15) (the "I-15") corridor in Riverside County (as further defined herein, the "Toll Road"), and to issue one or more series of bonds or other obligations (as further defined herein, the "Obligations") pursuant to the terms and conditions of a resolution adopted by a two-thirds vote of the Commission, which Obligations may be payable from the proceeds of such tolls (as further defined herein, the "Toll Revenues") and any other Revenue pledged hereunder; WHEREAS, the Toll Act authorizes the Obligations to be issued for the purpose of financing the cost of the Toll Road which the Commission designates will initially consist of the portion of the I-15 between the I-15/Cajalco Road interchange and the I-15/State Route 60 (the "SR 60") interchange (as more fully defined herein, the "I-15 Express Lanes Project"); WHEREAS, the Commission submitted an application to the California Transportation Commission (the "CTC") to develop the I-15 Express Lanes Project, and pursuant thereto, the CTC conducted two public hearings and determined the application was eligible and submitted the same for legislative approval which was obtained and codified in the Toll Act; WHEREAS, pursuant to Chapter 6.5 (commencing with Section 6800) of Part 1 of Division 2 of the Public Contract Code, the Commission is authorized to employ the design - build method of procurement in connection with the I-15 Express Lanes Project; WHEREAS, the California Department of Transportation ("Caltrans") and the Commission have entered into Agreement No. 17-31-002-00, the CALTRANS/RCTC Toll Facility Agreement (Including Real Property Lease) Interstate 15 Express Lanes in Riverside County on September 29, 2016, by and between the Commission and Caltrans (the "Toll Facility Agreement"); WHEREAS, the Caltrans and the Commission have entered into the Cooperative Agreement No. 16-31-038-00 for Design -Build of the I-15 Express Lanes Project on May 31, 2016, as required by Public Contract Code Section 6821, by and between the Commission and Caltrans (as further defined herein, the "Caltrans DB Cooperative Agreement"); WHEREAS, Caltrans served as lead agency for environmental review, analysis and approval of the I-15 Express Lanes Project pursuant to the requirements of the California Environmental Quality Act ("CEQA"), and in such capacity prepared a Mitigated Negative Declaration and Initial Study ("MND") for the project; WHEREAS, Caltrans adopted the MND, adopted an Environmental Commitments Record ("Mitigation Monitoring and Reporting Program") and approved the I-15 Express Lanes Project on May 4, 2016; WHEREAS, the Commission has completed its environmental assessment of the I-15 Express Lanes Project following consideration of the MND and Mitigation Monitoring and Reporting Program, and has approved Resolution No. 06-012 on July 13, 2016, adopting the Mitigation Monitoring and Reporting Program and approving the I-15 Express Lanes Project; 2 OHSUSA:765989901.12 251 WHEREAS, the Commission determined that it is necessary to issue Obligations, including Senior Lien Bonds (as defined herein), to (i) pay or reimburse the Commission for the payment of a portion of the Project Costs (as hereinafter defined), and (ii) apply for or otherwise obtain available federal, state and local matching funds, loans and grants to make additional funds available for the I-15 Express Lanes Project; WHEREAS, the Commission has previously issued its toll revenue bonds (the "91 Express Lane Bonds") pursuant to a Master Indenture, dated as of June 1, 2013 (the "2013 Indenture") in order to finance toll lanes and facilities on the portion of State Route 91 between the Orange County/Riverside County line and I-15 that constitute part of the Riverside SR-91 Corridor Improvement Project (as more fully defined in the 2013 Indenture); WHEREAS, the Obligations issued hereunder are issued and secured separately from the 91 Express Lane Bonds; provided that following completion of construction and upon satisfaction of certain conditions the systems may be merged in the future and the obligations of the projects secured on a parity from toll road system revenues; WHEREAS, the Commission has determined to enter into this Master Indenture and one or more Supplemental Indentures (collectively, the "Indenture") to provide for (i) the issuance of such Senior Lien Bonds, entitled "Riverside County Transportation Commission Toll Revenue Senior Lien Bonds," to establish and declare the terms and conditions upon which the Senior Lien Bonds and other obligations secured by toll revenues and other sources of funds shall be issued and secured and to secure the payment of the principal, premium (if any), and interest on the Senior Lien Bonds and other obligations secured by toll revenues on a parity with the Senior Lien Bonds (as more fully defined in Section 1.01, the "Parity Obligations"); (ii) the issuance of Second Lien Obligations, entitled "Riverside County Transportation Commission Toll Revenue Second Lien Obligations," to establish and declare the terms and conditions upon which the Second Lien Obligations shall be issued and secured and to secure the payment of the principal, premium (if any), and interest on the Second Lien Obligations, and (iii) the issuance of Subordinate Obligations, entitled "Riverside County Transportation Commission Toll Revenue Subordinate Obligations," to establish and declare the terms and conditions upon which the Subordinate Obligations shall be issued and secured and to secure the payment of the principal, premium (if any), and interest on the Subordinate Obligations; WHEREAS, the execution and delivery of this Master Indenture has in all respects been duly and validly authorized by resolution duly passed and approved by the Commission; and WHEREAS, the Commission certifies that all acts that are necessary to make the Obligations, when executed by the Commission and authenticated and delivered by the Trustee, duly issued and the valid, legal and binding obligations of the Commission payable in accordance with their terms, and to constitute this Master Indenture a valid and binding agreement of the parties hereto, have been done and taken, and the execution and delivery of this Master Indenture have been duly authorized; 3 OHSUSA:765989901.12 252 NOW, THEREFORE, THIS INDENTURE WITNESSETH: The Commission, to secure the payment of the Obligations as the same become due and payable, whether at maturity or by prior redemption, and the performance and observance of all of the covenants and conditions herein contained, and in consideration of the premises and the acceptance by the Trustee of the trusts hereby created and of the purchase and acceptance of the Obligations by the Holders thereof and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Commission does hereby grant, mortgage, grant a security interest in, assign, transfer in trust, and pledge to the Trustee, and to its successors in trust hereunder, and to them and their assigns forever, all rights, title, interest and privileges of the Commission in, to and under (i) the Toll Revenues, (ii) all interest or other income from investment of money in the Funds and Accounts established hereunder (excluding the Rebate Fund, the Surplus Fund and the Sales Tax Revenue Bonds Account within the Project Fund, and any Fund or Account established to hold the proceeds of a drawing on any Credit Support Instrument), (iii) all Swap Revenues, and (iv) all amounts (including the proceeds of Obligations) held in each Fund and Account established under this Indenture (except for amounts on deposit in the Rebate Fund, the Surplus Fund and the Sales Tax Revenue Bonds Account within the Project Fund, and amounts on deposit in any Fund or Account established to hold the proceeds of a drawing on any Credit Support Instrument); TO HAVE AND TO HOLD all the same (herein called the "Trust Estate") with all privileges and appurtenances hereby granted and assigned, or agreed or intended so to be, to the Trustee and its successors in trust and to them and their assigns forever; IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth, FIRST: for the equal and proportionate benefit and security of all Senior Lien Obligations, all of which, regardless of the time or times of their delivery, maturity or other due date, shall be of equal rank without preference, priority or distinction as to lien or otherwise of any Senior Lien Obligation over any other Senior Lien Obligation, except as otherwise permitted by or provided for in this Indenture or in a Supplemental Indenture; provided, that any funds held by the Trustee for the payment of specific Senior Lien Obligations which are deemed to have been paid pursuant to the provisions of Article X and any funds deposited with the Trustee hereunder specifically to be held in escrow or otherwise to provide additional security or an additional source of payment for specified Senior Lien Obligations shall be held and used only to pay or provide security for the Senior Lien Obligations for which such deposit was made and shall not be held as security on a parity for any other Senior Lien Obligations; and provided further, that the Trustee shall apply the Trust Estate hereunder to the payment of the principal of, and interest on, or Maturity Value of, and other payments with respect to the Senior Lien Obligations and for the purposes and uses and in the order of priority set forth herein prior to the payment of the principal of, and interest on, or Maturity Value of, and other payments with respect to Second Lien Obligations, Subordinate Obligations or other Obligations; and SECOND: subject to the prior security interest in the Trust Estate pledged for the security and payment of the Senior Lien Obligations, for the equal and proportionate benefit and security of all Second Lien Obligations, all of which, regardless of the time or times of their delivery, maturity or other due date, shall be of equal rank without preference, priority or 4 OHSUSA:765989901.12 253 distinction as to lien or otherwise of any Second Lien Obligation over any other Second Lien Obligation, except as otherwise permitted by or provided for in this Indenture or in a Supplemental Indenture; provided, that any funds held by the Trustee for the payment of specific Second Lien Obligations that are deemed to have been paid pursuant hereto and any funds deposited with the Trustee hereunder specifically to be held in escrow or otherwise to provide additional security or an additional source of payment for specified Second Lien Obligations shall be held and used only to pay or provide security for the Second Lien Obligations for which such deposit was made and shall not be held as security on a parity for any other Second Lien Obligations; and provided further, that the Trustee shall apply the Trust Estate hereunder to the payment of the principal of, and interest on, or Maturity Value of, and other payments with respect to the Second Lien Obligations and for the purposes and uses and in the order of priority set forth herein subordinate to the payment of the Senior Lien Obligations but prior to the payment of the principal of, and interest on, or Maturity Value of, and other payments with respect to Subordinate Obligations and other Obligations; and THIRD: subject to the security interest in the Trust Estate pledged for the security and payment of the Senior Lien Obligations and the Second Lien Obligations, for the equal and proportionate benefit and security of all Subordinate Obligations, all of which, regardless of the time or times of their delivery, maturity or other due date, shall be of equal rank without preference, priority or distinction as to lien or otherwise of any Subordinate Lien Obligation over any other Subordinate Lien Obligation, except as otherwise permitted by or provided for in this Indenture or in a Supplemental Indenture; provided, that any funds held by the Trustee for the payment of specific Subordinate Obligations which are deemed to have been paid pursuant to the provisions hereof and any funds deposited with the Trustee hereunder specifically to be held in escrow or otherwise to provide additional security or an additional source of payment for specified Subordinate Obligations shall be held and used only to pay or provide security for the Subordinate Obligations for which such deposit was made and shall not be held as security on a parity for any other Subordinate Obligations; and provided further, that the Trustee shall apply the Trust Estate hereunder to the payment of the principal of, and interest on, or Maturity Value of, and other payments with respect to the Subordinate Obligations and for the purposes and uses and in the order of priority set forth herein subordinate to the payment of the Senior Lien Obligations and the Second Lien Obligations but prior to the payment of the principal of and interest on, or Maturity Value of, and other payments with respect to other Obligations; PROVIDED, HOWEVER, that if the Commission, its successors or assigns, shall well and truly pay, or cause to be paid, or provide fully for payment as herein provided of the principal of the Obligations and the interest due or to become due thereon (together with premium, if any), at the time and in the manner set forth in the Obligations according to the true intent and meaning thereof, or shall provide, as permitted hereby, for the payment thereof by depositing with the Trustee sums sufficient for payment of the entire amount due or to become due thereon as herein provided, and shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of this Indenture to be kept, performed and observed by it, and shall pay to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof, then this Indenture and the rights hereby granted shall cease, terminate and be void except as otherwise provided herein. 5 OHSUSA:765989901.12 254 THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all Obligations issued and secured hereunder are to be issued, authenticated and delivered and all payments, revenues, income and funds hereby pledged and assigned, and are subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter expressed, and the Commission has agreed and covenanted, and does hereby covenant and agree with the Trustee, for the benefit of the Owners from time to time of the Obligations issued hereunder and the Secured Creditors, as follows: ARTICLE I DEFINITIONS Section 1.01 Definitions. In addition to terms elsewhere defined in this Indenture, the following terms shall have the following meanings unless the context or use clearly indicates another meaning. These definitions shall apply to the singular and plural forms of these defined terms. "Account" means each account established in accordance with the terms of this Indenture. "Accreted Value" means, with respect to any Capital Appreciation Obligations or Convertible Capital Appreciation Obligations, the principal amount thereof plus the interest accrued thereon at and prior to the maturity or earlier redemption thereof, in the case of a Capital Appreciation Obligation, or at and prior to the date of conversion of such Obligation to a Current Interest Obligation, in the case of a Convertible Capital Appreciation Obligation, compounded on the basis of a 360-day year of twelve 30-day months at the approximate interest rate thereon on each compounding date specified therein. The Accreted Value of an Obligation at any date of computation shall be an amount equal to the principal amount of such Obligation plus interest accrued thereon from the date of issuance, such interest to accrue at the rate per annum established as provided in a Supplemental Indenture and be compounded periodically, plus, if such date of computation shall not be a compounding date, the ratable portion of the difference between the Accreted Value computed as of the immediately preceding compounding date (or the date of issuance thereof if the date of computation is prior to the first compounding date succeeding the date of issuance) and the Accreted Value computed as of the immediately succeeding compounding date, calculated based on the assumption that the Accreted Value increases during any period in equal daily amounts (with straight-line interpolation between compounding dates). "Act" means, collectively, the Commission Act, the Sales Tax Act, the Toll Act, the Refunding Bond Law, Articles 10 and 11 of Chapter 3 of Part 7 of Division 2 of Title 5 of the Government Code of the State, and such other provisions of law applicable to the Commission's authority to issue Obligations, charge tolls and construct the Toll Road. "Alternative Repair and Rehabilitation Fund Required Deposit" means, for any Monthly Funding Date, the sum of (a) the Scheduled Repair and Rehabilitation Fund Required Deposit, plus (b) the cost of any Repair and Rehabilitation Permitted Expenditures required to be incurred by the Commission (as set forth in a Written Engineer's Certificate) 6 OHSUSA:765989901.12 255 which are in excess of the Scheduled Repair and Rehabilitation Fund Required Deposit and which will be due and payable on or before the next Monthly Funding Date; provided, however, that (i) in any Fiscal Year prior to the Fixed Payment Commencement Date (as defined in the TIFIA Loan Agreement), no Alternative Repair and Rehabilitation Fund Required Deposit in excess of the Scheduled Repair and Rehabilitation Fund Required Deposit shall be made without the TIFIA Lender's prior written consent, and (ii) in any Fiscal Year commencing after the Fixed Payment Commencement Date, the aggregate amount of transfers to the Repair and Rehabilitation Fund in respect of Alternative Repair and Rehabilitation Fund Required Deposits shall not be in excess of 115% of the Scheduled Repair and Rehabilitation Fund Required Deposits for such Fiscal Year as shown in Schedule II hereto, without the TIFIA Lender's prior written consent. "Annual Debt Service" means the amount of payments due on the applicable Outstanding Obligations for any Calculation Period, as calculated by the Commission, utilizing the following assumptions about payments on such Obligations (and if more than one such assumption may apply, using the relevant assumptions selected by the Commission): (0 in determining the principal amount of an Obligation due in each year, payment shall be assumed to be made in accordance with the amortization schedule established for such principal, including any minimum sinking fund or account payments; (ii) if 40 percent or more of the principal of a Series of Obligations is not due until the final stated maturity of that Series of Obligations, the principal of and interest on such Obligations may be treated as if such principal and interest were due based upon a level amortization of such principal and interest over the term of that Series of Obligations; (iii) if the Obligation is supported by a line of credit or a letter of credit, principal may be treated as if it were due based upon the level amortization of such principal over the maximum term of repayment of borrowings under such line of credit or letter of credit; (iv) if an Outstanding Obligation bears a variable interest rate, the interest rate shall be assumed to be the greater of (a) the daily average interest rate during the 12 months ending with the month preceding the date of calculation, or during such shorter period that the Obligation has been Outstanding, or (b) the rate of interest on that Obligation on the date of calculation; (v) if Obligations proposed to be issued will be variable interest rate obligations, the interest on which is excluded from gross income for federal income tax purposes, then such obligations shall be assumed to bear interest at an interest rate equal to the average SIFMA Index during the three months preceding the month of calculation, or if SIFMA Index is no longer published, at an interest rate equal to 75% of the average One Month USD LIBOR Rate during that three month period, or if the One Month USD LIBOR Rate is not available for such period, another similar rate or index selected by the Commission and, for so long as the TIFIA Lender is the holder of an Outstanding Obligation, acceptable to the TIFIA Lender; (vi) if Obligations proposed to be issued will be variable interest rate obligations the interest on which is included in gross income for federal income tax purposes, 7 OHSUSA:765989901.12 256 then such obligations shall be assumed to bear interest at an interest rate equal to the average One Month USD LIBOR Rate during the three months preceding the month of calculation, or if the One Month USD LIBOR Rate is not available for such period, another similar rate or index selected by the Commission and, for so long as the TIFIA Lender is the holder of an Outstanding Obligation, acceptable to the TIFIA Lender; (vii) if Obligations proposed to be issued are part of a Commercial Paper Program, the principal of such Obligations may be treated as if such principal were due based upon a 30-year level amortization of principal from the date of calculation and the interest on such Obligations shall be calculated as if such Obligations were variable interest rate Obligations; (viii) if the variable interest on any Obligation plus the variable payments due to the Commission and fixed payments due from the Commission under a Qualified Swap Agreement or a Swap designated by the Commission are treated by the Commission as synthetic fixed rate debt, the variable interest rate Obligation may be treated as bearing such synthetic fixed rate for the duration of the synthetic fixed rate; (ix) if the fixed interest on any Obligation plus the fixed payments due to the Commission and variable payments due from the Commission under a Qualified Swap Agreement or a Swap designated by the Commission are treated by the Commission as synthetic variable rate debt, the fixed interest rate Obligation may be treated as bearing such synthetic variable rate for the duration of the synthetic variable rate and such synthetic variable rate shall be calculated using the principles of clauses (iv), (v) or (vi) hereof; (x) if any of the Obligations are Short -Term Put Obligations, the principal of such obligations may be treated as if such principal were due based upon a 30-year level amortization of principal from the date of calculation and the interest on such obligations may be calculated as if such obligations were variable interest rate Obligations; (xi) principal and interest payments on Obligations may be excluded to the extent such payments are to be paid from amounts then currently on deposit with the Trustee or another fiduciary in escrow specifically and irrevocably therefor and interest payments on any Obligations may be excluded to the extent that such interest payments are to be paid from capitalized interest held by the Trustee or another fiduciary specifically to pay such interest, including amounts held on deposit to pay capitalized interest on one or more Series of Obligations; (xii) if any of the Obligations are, or upon issuance will be, obligations for which the Commission is entitled to receive Subsidy Payments, as evidenced by an Opinion of Bond Counsel delivered with respect to such Obligations, the obligations may be treated as bearing an interest rate equal to the rate of interest borne or assumed to be borne, as applicable, by the obligations for the period of determination minus the Subsidy Payments to which the Commission is entitled for such period; (xiii) any payment obligation under an Obligation that was or is optional or contingent (such as the obligation to make a termination payment under a Qualified Swap 8 OHSUSA:765989901.12 257 Agreement or a Swap), whether or not the option is exercised or the contingency occurs, and any payments that are not scheduled payments, may be excluded; (xiv) if any of the Obligations are, or upon issuance will be, obligations payable in a currency other than lawful currency of the United States of America, then such obligations shall be assumed to be payable in lawful currency of the United States at the rate payable by the Commission pursuant to the Commission's related currency swap or contract entered into in connection with such obligations or, in the absence of such swap or contract, at the rate determined by the Commission using a currency market conversion factor selected by the Commission; and (xv) if any of the Obligations are in the form of or securing payment of a TIFIA Loan, Annual Debt Service on such Obligations shall include only annual TIFIA Mandatory Debt Service (provided that, for purposes of such calculation during the period prior to the TIFIA Debt Service Payment Commencement Date, the TIFIA Mandatory Debt Service shall be deemed to be zero), and such Obligations (if not a Senior Lien Obligation) shall be treated for purposes of all calculations of Annual Debt Service as Subordinate Obligations unless and until the occurrence of a Bankruptcy Related Event, upon which occurrence such Obligations shall be treated as Parity Obligations for such purposes; provided further if the TIFIA Loan is a Senior Lien Obligation, the consent of the TIFIA Lender shall be required to utilize the assumptions in clauses (ii), (iii), (vii) or (x) in calculating Annual Debt Service. "Annual Operating Budget" means the annual budget required by Section 6.04 hereof. "Authorized Denominations" means, with respect to a Series of Obligations, the denomination or denominations designated as such in a Supplemental Indenture providing for the issuance of such Obligations. "Authorized Representative" means the Executive Director of the Commission, any Deputy Executive Director of the Commission, the Chief Financial Officer of the Commission, the Toll Program Director of the Commission or any other employee of the Commission at the time designated to act on behalf of the Commission in a Certificate of the Commission executed by any of the foregoing officers and filed with the Trustee, which Certificate shall contain such employee's specimen signature. "Average Annual Debt Service" means, at any time of determination, the average amount of Annual Debt Service paid or payable in each Calculation Period on the applicable Outstanding Obligations to the stated maturity thereof. "Bankruptcy Related Event" means (a) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Commission or any of its debts, or of a substantial part of the assets of the Commission, under any Insolvency Law, or (ii) the appointment of a receiver, trustee, liquidator, custodian, sequestrator, conservator or similar official for the Commission for a substantial part of the assets of the Commission, and, in any case referred to in the foregoing subclauses (i) and (ii), such proceeding or petition shall continue undismissed for 60 days or an 9 OHSUSA:765989901.12 258 order or decree approving or ordering any of the foregoing shall be entered; (b) the Commission shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator, custodian, sequestrator, conservator or similar official for the Commission or for a substantial part of the assets of the Commission, or (ii) generally not be paying its debts as they become due unless such debts are the subject of a bona fide dispute, or become unable to pay its debts generally as they become due, or (iii) make a general assignment for the benefit of creditors, or (iv) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition with respect to it described in clause (a) of this definition, or (v) commence a voluntary proceeding under any Insolvency Law, or file a voluntary petition seeking liquidation, reorganization, an arrangement with creditors or an order for relief under any Insolvency Law, or (vi) file an answer admitting the material allegations of a petition filed against it in any proceeding referred to in the foregoing subclauses (i) through (iv), inclusive, of this clause (b), or (vii) take any action for the purpose of effecting any of the foregoing; or (c) (i) all or a substantial part of the Trust Estate shall be sold or otherwise disposed of in a public or private sale or disposition pursuant to a foreclosure of the lien thereon securing any Obligations, or (ii) all or a substantial part of the Trust Estate shall be transferred pursuant to a sale or disposition of such Trust Estate in lieu of foreclosure. "Beneficial Owner" means, with respect to any Book -Entry Obligation, the beneficial owner of such Book -Entry Obligation as determined in accordance with the applicable rules of the Securities Depository for such Book -Entry Obligations. 5.12(a). "Blocked Payment Conditions" means the conditions set forth in Section "Board" means the Board of Commissioners of the Commission. "Bond Counsel" means a firm of nationally -recognized attorneys -at -law experienced in legal work relating to the issuance of municipal bonds selected by the Commission. "Bond Obligation" means, as of any given date of calculation, (a) with respect to any Outstanding Current Interest Obligation, the principal amount of such Obligation, and (b) with respect to any Outstanding Capital Appreciation Obligation or Convertible Capital Appreciation Obligation, the Accreted Value thereof. "Bond Register" means the registration books for the ownership of Obligations maintained by the Trustee pursuant to Section 2.08. "Bondholder" or "Holder" or "Owner" means the record owner of any Obligation shown on the books of registration kept by the Trustee, which, during any period when such Obligation is a Book -Entry Obligation, shall be the Securities Depository or its Nominee "Book -Entry Obligations" means Obligations issued under a book -entry only depository system as provided in Section 2.13. 10 OHSUSA:765989901.12 259 "Business Day" means any day, other than a Saturday, Sunday or other day on which the Government or banks are authorized or obligated by law or executive order to be closed in the State of California or the State of New York or in any city in which the Principal Office of the Trustee or, with respect to any Obligations secured by a Credit Support Instrument, the office where draws are to be made on a Credit Provider is located. "Calculation Date" means each June 30 and December 31, or, if such day is not a Business Day, the next succeeding Business Day, commencing with such date following the Substantial Completion Date. "Calculation Period" means a period of consecutive twelve (12) months. "Caltrans" means the California Department of Transportation. "Caltrans DB Cooperative Agreement" means that certain Cooperative Agreement for Design -Build of the I-15 Express Lanes Project, dated as of May 31, 2016, setting forth, among other things, the manner in which the initial phase of the I-15 Express Lanes Project will be constructed in accordance with the CIP Plan using the design -build method of procurement as authorized by the CTC. "Capital Appreciation Obligations" means the Obligations designated as Capital Appreciation Obligations in the Supplemental Indenture providing for the issuance of such Obligations and on which interest is compounded and paid at maturity or on prior redemption. Section 5.02. "Capital Expenditures Fund" means the Fund by that name created pursuant to "Capital Expenditures Fund Deposits Cap" means $[ �• "Capital Expenditures Fund Permitted Expenditures" means the expenditures necessary to complete the projects specified in Schedule I hereto, which aggregate expenditures shall not exceed the Capital Expenditures Fund Deposits Cap. "Certificate of the Commission" means an instrument in writing signed by an Authorized Representative of the Commission. "CIP Plan" means the transportation improvements relating to the I-15 Express Lanes Project, including projected costs, the use of toll revenues, and a proposed completion schedule, and the use of the design -build method of procurement in connection with such improvements to reduce costs, expedite completion and achieve design features not achievable through the traditional design -bid -build method, as described in the Caltrans DB Cooperative Agreement, as it may be amended. "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder. 11 OHSUSA:765989901.12 260 "Commercial Paper Program" means a program of short-term Obligations (secured, at the option of the Commission, on a parity with Senior Lien Obligations, Second Lien Obligations or Subordinate Obligations) having the characteristics of commercial paper in that (i) such Obligations have a stated maturity not later than 270 days from their date of issue and (ii) maturing Obligations of such program may be paid with the proceeds of renewal Obligations. "Commission" means the Riverside County Transportation Commission, a public entity duly established and existing under the laws of the State of California, and any successor thereto. "Commission Act" means Division 12 of the Public Utilities Code of the State of California (Section 130000 et seq.) as such may be amended from time to time hereafter. "Commission Backstop Loan" means the amounts transferred to the Trustee from the Sales Tax Trustee pursuant to Section 5.05(b). "Commission Initial Loan" means the aggregate amounts transferred to the Trustee from the Sales Tax Trustee pursuant to Section 5.05(a). "Commission Loan" means the aggregate amount of the Commission Initial Loan the Commission makes to the Project pursuant to Section 5.05(a) and any additional contingent Commission Backstop Loan amounts made by the Commission to the Project pursuant to Section 5.05(b). Section 5.02. "Commission Loan Fund" means the Account by that name created pursuant to "Commission Loan Rate" means an annual rate equal to 4.00%. "Completion Obligations" means any Obligations incurred for the purpose of financing the completion of a Project for which Obligations theretofore shall have been incurred in accordance with the provisions hereof, to the extent necessary to complete such Project, in the manner and scope contemplated at the time that such Obligations theretofore incurred were originally incurred, and, to the extent the same shall be applicable, in accordance with the general plans and specifications for the applicable Project, as originally prepared with only such changes as have been made in conformance with the Financing Documents pursuant to which such Obligations theretofore incurred were originally incurred. "Consulting Engineer" means [Parsons Transportation Group Inc. or such other] or an independent engineer or engineering firm, or an affiliate thereof, nationally recognized as being experienced with determining the costs of construction, operation, maintenance, repair, and/or replacement of facilities similar to the Project appointed by the Commission; provided such appointment is not objected to in written notice to the Trustee and the Commission by the TIFIA Lender within 15 Business Days as being unacceptable. "Continuing Disclosure Agreement" means, with respect to each Series of Obligations requiring an undertaking regarding disclosure under Rule 15c2-12, the continuing disclosure undertaking entered into by the Commission and, if applicable, the Trustee or a 12 OHSUSA:765989901.12 261 Dissemination Agent or both, as the same may be supplemented, modified or amended in accordance with its terms. "Convertible Capital Appreciation Obligations" means Obligations that initially are issued as Capital Appreciation Obligations, but later convert to Obligations on which interest is paid periodically. Convertible Capital Appreciation Obligations shall be Capital Appreciation Obligations until the conversion date and from and after such conversion date shall no longer be Capital Appreciation Obligations, but shall be treated as Current Interest Obligations having a principal amount equal to their Accreted Value on the conversion date. "Costs of Issuance" means all items of expense directly or indirectly payable by or reimbursable to the Commission and related to the authorization, execution, sale and delivery of Obligations, including, but not limited to, advertising and printing costs, costs of preparation and reproduction of documents, filing and recording fees, initial fees and charges of the Trustee, legal fees and charges, fees and disbursements of consultants and professionals, financial advisor fees and expenses, underwriting fees and discounts, rating agency fees, fees and charges for preparation, execution, transportation and safekeeping of such Obligations, surety, insurance, liquidity and credit enhancements costs, and any other cost, charge, termination payment or fee incurred in connection with the issuance of Obligations. "Coverage Calculation Date" has the meaning assigned in Section 6.03(b). "Coverage Ratio" has the meaning assigned in Section 6.03(b). "Credit Provider" means any municipal bond insurance company, bank or other financial institution or organization or group of financial institutions or organizations providing a Credit Support Instrument for a Series of Obligations. "Credit Support Instrument" means a policy of insurance, letter of credit, line of credit, standby purchase agreement, revolving credit agreement or other credit arrangement pursuant to which a Credit Provider provides credit or liquidity support with respect to, or available for, the payment of interest, principal or Purchase Price of any Series of Obligations, as the same may be amended from time to time pursuant to its terms, and any replacement therefor. "CTC" means the California Transportation Commission. "Current Interest Obligations" means Obligations designated as Current Interest Obligations in the Supplemental Indenture providing for the issuance of such Obligations and that pay interest to the Holders thereof on a periodic basis prior to maturity. Current Interest Obligations also include Convertible Capital Appreciation Obligations after their conversion date. "Defeasance Securities" means noncallable: (i) U.S. Treasury certificates, notes, bills and bonds, including State and Local Government Series securities; (ii) direct obligations of the U.S. Treasury which have been stripped by the U.S. Treasury itself; (iii) Resolution Funding Corp. securities ("REFCORP"), provided, however, only the interest component of REFCORP strips which have been stripped by request to the Federal Reserve Bank of New York in book entry form are acceptable; (iv) pre -refunded municipal bonds rated the same level as U.S. 13 OHSUSA:765989901.12 262 Treasury Notes and Bonds by Moody's and by S&P, provided, however, that if such municipal bonds are rated only by S&P, then such pre -refunded municipal bonds must have been pre - refunded with cash, direct United States or United States guaranteed obligations; (v) obligations issued by the following agencies, which are backed by the full faith and credit of the United States: (a) Farmers Home Administration (FmHA) - certificates of beneficial ownership; (b) General Services Administration - participation certificates; (c) U.S. Maritime Administration - Guaranteed Title XI financing; (d) Small Business Administration guaranteed participation certificates and guaranteed pool certificates; (e) GNMA guaranteed MSB and participation certificates; and (f) U.S. Department of Housing and Urban Development (HUD) Local Authority Bonds, or (vi) certain obligations of government -sponsored agencies that are not backed by the full faith and credit of the United States limited to: (a) Federal Home Loan Mortgage Corp. (FHLMC) debt obligations; (b) Farm Credit System (formerly Federal Land Banks, Federal Intermediate Credit Banks, and Banks for Cooperatives) consolidated system- wide bonds and notes; (c) Federal Home Loan Banks (FHL Banks) consolidated debt obligations; (d) Federal National Mortgage Association (FNMA) debt obligations; (e) Student Loan Marketing Association (SLMA) debt obligations; and (f) Financing Corp. (FICO) debt obligations; and (g) other obligations approved by the Rating Agencies for defeasance escrows rated in the highest Rating Category. "Design -Build Contract" means the Design -Build Contract for the I-15 Express Lanes Project, dated [April 12, 2017], between the Commission and the Design -Build Contractor and any replacement contracts entered into by the Commission following any termination of such agreement, each in a form approved by the California Division Office of the Federal Highway Administration, an agency of the United States Department of Transportation, headquartered in Sacramento, California. "Design -Build Contractor" means Skanska-Ames, a Joint Venture and any successor thereto. "Design -Build Contractor Payments Account" means the Account by that name created within the Project Fund pursuant to Section 5.02. "Design -Build Parent Guaranties" means that certain Guaranty, dated March 29, 2017, provided by Skanska USA Civil Inc., as the same relates to the Design -Build Contract and the obligations, liabilities and duties of the Design -Build Contractor thereunder. "Dissemination Agent" means, with respect to each Series of Obligations requiring an undertaking regarding disclosure under Rule 15c2-12, the party (which may be the Commission) acting as dissemination agent under the applicable Continuing Disclosure Agreement, or any successor dissemination agent designated in writing by the Commission and which has filed a written acceptance with the Commission and the Trustee. "DTC" means The Depository Trust Company, New York, New York or any successor thereto. "Electronic" means, with respect to notice, notice through the internet or through a time-sharing terminal. 14 OHSUSA:765989901.12 263 "EMMA" means the Electronic Municipal Market Access website of the MSRB located at http://emma.msrb.org. "Event of Default" means any of the events specified in Section 7.01. "Financial Plan" means (a) the initial financial plan submitted by the Commission within 60 days after the effective date of the TIFIA Loan as set forth in Section 20(a) of such TIFIA Loan Agreement, and (b) the annual updates thereto required pursuant to such Section 20(a). "Financing Documents" means this Indenture, any Swaps or Qualified Swap Agreements, and any documents and/or instruments evidencing, documenting, securing or otherwise relating to any or all of the Obligations (including each TIFIA Loan Agreement), all as the same may from time to time be amended, modified, extended, renewed and/or restated, and each other document or instrument required to be executed and delivered by the aforementioned agreements. "Fiscal Year" means the period of twelve months terminating on June 30 of each year, or any other annual period hereafter selected and designated by the Commission as its Fiscal Year in accordance with applicable law and, if applicable, the applicable TIFIA Loan Agreement. "Fitch" means Fitch Ratings, Inc., and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term "Fitch" shall be deemed to refer to any other nationally recognized securities rating agency selected by the Commission. "Fund" means each fund established in accordance with the terms of this Indenture. "Funds Transfer Certificate" means a certificate prepared by the Commission in accordance with the terms of this Indenture substantially in the form of Exhibit A attached hereto containing the certifications by the Commission required by this Indenture with respect to a requested transfer of funds from a Fund or Account. "Government" means the United States of America and its departments and agencies. "Hedging Obligations" means, collectively, the payment of (a) all scheduled amounts payable to the Swap Parties by the Commission under the Swaps or Qualified Swap Agreements, as applicable (including interest accruing after the date of any filing by the Commission of any bankruptcy, insolvency or similar proceeding with respect to the Commission), net of all scheduled amounts payable to the Commission by such Swap Parties, and (b) all other indebtedness, fees, indemnities and other amounts payable by the Commission to the Swap Parties under such Swaps or Qualified Swap Agreements, net of all other indebtedness, fees, indemnities and other amounts payable by the Swap Parties to the Commission under such Swaps or Qualified Swap Agreements; provided, that Hedging Obligations shall not include Hedging Termination Obligations. For the avoidance of doubt, all 15 OHSUSA:765989901.12 264 calculations of such amounts payable under the Swaps or Qualified Swap Agreements shall be made in accordance with the terms of the applicable Swaps or Qualified Swap Agreements. "Hedging Termination Obligations" means the aggregate amount payable to the Swap Parties by the Commission upon the early termination of all or a portion of the Swaps or Qualified Swap Agreements, as applicable, net of all amounts payable to the Commission by such Swap Parties upon the early termination of all or a portion of such Swaps or Qualified Swap Agreements. For the avoidance of doubt, all calculations of such amounts payable under the Swaps or Qualified Swap Agreements shall be made in accordance with the terms of the applicable Swaps or Qualified Swap Agreements. "Holding Fund" means the account by the name created pursuant to Section 5.02. "Highest Priority Obligations" means, as of any date, Senior Lien Obligations, unless and until there are no Senior Lien Obligations Outstanding hereunder, in which case it means Second Lien Obligations, unless and until there are also no Second Lien Obligations Outstanding hereunder, in which case it means Subordinate Obligations. "I-15" means Interstate 15 (referenced in the Toll Act as State Highway Route 15). "I-15 Express Lanes Project" means the planning, design, development, financing, construction, reconstruction, rehabilitation, improvement, acquisition, lease, operation, or maintenance, or any combination of these, with respect to tolled and non -tolled facilities, structures, auxiliary lanes, on -ramps, turnarounds, connector roads, bridges, and roadways that are on, necessary for, or related to the construction or operation of the I-15 Express Lanes in northern Riverside County, including the construction of one to two tolled express lanes extending approximately 15 miles in each direction between the I-15/Cajalco Road interchange in Corona and I-15/SR-60 interchange just south of the Riverside/San Bernardino County line and the installation of an electronic toll enforcement and collection system. "I-15 Trust Fund" means the fund by that name established and held by the Sales Tax Trustee under the Sales Tax Revenue Bond Indenture. "Indenture" means this Master Indenture as the same may be amended or supplemented from time to time as permitted hereby. "Independent Certified Public Accountant" means any certified public accountant or firm of such accountants appointed by the Commission, and who, or each of whom, is independent with respect to the Commission, pursuant to the Statement on Auditing Standards No. 1 of the American Institute of Certified Public Accountants. "Insolvency Law" means the United States Bankruptcy Code, including 11 U.S.C. §101 et seq., as from time -to -time amended and in effect, and any state bankruptcy, insolvency, receivership or similar law now or hereafter in effect. 16 OHSUSA:765989901.12 265 "Insurance and Condemnation Proceeds Account" means the Account by that name created within the Project Fund pursuant to Section 5.02. "Interest Payment Date" means, with respect to a Series of Obligations, the date or dates for the payment of interest on such Obligations set forth in a Supplemental Indenture providing for the issuance of such Obligations. "Kroll" means Kroll Bond Rating Agency, Inc., and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, the term "Kroll" shall be deemed to refer to any other nationally recognized statistical rating organization selected by the Commission. "Long Stop Date" means, with respect to the I-15 Express Lanes Project, the earlier of (i) the date that is one year after the date scheduled for Substantial Completion as provided in the Design -Build Contract, as such date scheduled for Substantial Completion may be extended as permitted or required under the Design -Build Contract and (ii) [ , 20 1 (as that date may be extended pursuant to the TIFIA Loan Agreement), and, with respect to any other Project, the Long Stop Date for such Project, if any, set forth in a Supplemental Indenture providing for the issuance of Obligations to finance such Project. "Master Indenture" has the meaning assigned in the first paragraph hereof. "Maturity Value," with respect to any Capital Appreciation Obligation, shall mean the Accreted Value of such Obligation at the maturity thereof and, with respect to a Convertible Capital Appreciation Obligation, shall mean the Accreted Value of such Obligation on the conversion date. "Maximum Annual Debt Service" means the highest amount of Annual Debt Service due on the applicable Obligations of the Commission for any Calculation Period during the period from the date of such determination through the final maturity date of the applicable Obligations then Outstanding and proposed to be issued. "Monthly Funding Date" means the last day of each calendar month or, if such day is not a Business Day, the next preceding Business Day. "Moody's" means Moody's Investors Service, and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, the term "Moody's" shall be deemed to refer to any other nationally recognized statistical rating organization selected by the Commission. "MSRB" means the Municipal Securities Rulemaking Board, and its successors and assigns. Until otherwise designated by the MSRB, filings with the MSRB are to be made through EMMA. "Net Revenue" means, for any Fiscal Year, Revenue less Operation and Maintenance Expenses for that Fiscal Year (excluding, in such calculations, (i) any extraordinary or one-time revenues from Revenue for such Fiscal Year, and (ii) any extraordinary or one-time expenses from Operation and Maintenance Expenses for such Fiscal Year, but only if and to the 17 OHSUSA:765989901.12 266 extent such extraordinary or one-time expenses are paid or payable from extraordinary or one- time revenues being excluded from Revenue for such Fiscal Year), as set forth in (a) the audited financial statement of the Commission for Fiscal Years for which audited financial statements are available, (b) to the extent that audited financial statements are not available, the unaudited financial statements of the Commission for Fiscal Years for which unaudited financial statements are available or (c) to the extent that neither audited financial statements nor unaudited financial statements are available, projections of the Commission (which projections shall be as set forth in the most recent Financial Plan while Obligations in the form of or securing payment of a TIFIA Loan are Outstanding). Net Revenue shall not include any amount on deposit in the Senior Lien Obligations Reserve Fund, the Second Lien Obligations Reserve Fund or the Subordinate Obligations Reserve Fund. Additionally, when calculating Net Revenue for purposes of Sections 3.01(b) and (c), Sections 3.03 (b) and (c) and Section 6.03, Net Revenue shall only include the amounts received under clauses (b), (c) and (d) of the definition of Toll Revenues to the extent that any such amounts are applied to, or reserved for, the payment of principal of or interest on Obligations. "Nominee" means the nominee of the Securities Depository for the Book -Entry Obligations, in whose name such Book -Entry Obligations are to be registered. The initial Nominee shall be Cede & Co., the partnership nominee of DTC. "Obligations" means all indebtedness of the Commission payable from Revenue incurred or assumed by the Commission for borrowed money (including indebtedness arising under Credit Support Instruments) and all other financing obligations of the Commission relating to the Toll Road that, in accordance with generally accepted accounting principles, are included as a liability on a balance sheet for the Toll Road books and records, including any bonds, notes, certificates or other obligations, as the case may be, authenticated and delivered under and pursuant to the Indenture as Senior Lien Obligations, Second Lien Obligations or Subordinate Obligations. For the purpose of determining the "Obligations" payable from Revenue, Obligations that are no longer Outstanding shall be excluded. The Commission Loan will not constitute an Obligation hereunder for purposes of the covenants in Article VI. "One Month USD LIBOR Rate" means the British Banker's Association average of interbank offered rates in the London market for dollar deposits for a one -month period. "Operating Agreement" means the I-15 Express Lanes Toll Services Contract No. 16-31-043-00, dated as of January 26, 2017, by and between the Commission and the Toll Services Provider to design, implement and operate a toll collection system through a toll services contract for the I-15 Express Lanes Project, as amended, modified, supplemented in accordance with the terms of the TIFIA Loan Agreement and the Operating Agreement, and all related or ancillary agreements, or any other operating agreement entered into by the Commission and one or more entities in accordance with the terms hereof. "Operation and Maintenance Expenses" means all reasonable current expenses incurred and paid or payable by the Commission for the operation and maintenance of the Toll Road payable from Revenue, determined in accordance with generally accepted accounting principles, including, without limitation, payments with respect to financing leases and 18 OHSUSA:765989901.12 267 installment purchase agreements, all amounts paid or payable under the Operating Agreement, the Police Services Agreement and similar agreements, costs for operation, maintenance and repair, consumables, payments under any lease or rental payments properly considered to be operating expenses, payments pursuant to agreements for the management of the Toll Road, taxes, premiums paid or payable on any insurance, payments for oversight services, all administrative, engineering and policing costs, costs for any security, toll collection and enforcement expenses, fees and expenses of the Traffic Consultant, the Trustee, each trustee for or holder of Second Lien Obligations or Subordinate Obligations, any rating agency, credit, liquidity or remarketing fees relating to Obligations, and any other Secured Creditor (for the avoidance of doubt, such fees, administrative costs and expenses do not include any commitment fees, termination fees, fines or other penalties or any payments to be made to Swap Parties including Hedging Obligations and Hedging Termination Obligations), any insurance consultant, legal and accounting expenses, and any other reasonable and necessary expense paid or payable for the operation and maintenance of the Toll Road, but excluding expenses paid or scheduled to be paid from proceeds of Obligations, capital expenditures, expenditures for rehabilitation and operational improvement projects on the Toll Road, depreciation or obsolescence charges or reserves therefore, debt service for Obligations, and any non -cash charges, such as depreciation, amortization of intangibles and other bookkeeping entries of a similar nature. "Operation and Maintenance Fund" means the Fund by that name created pursuant to Section 5.06. "Opinion of Bond Counsel" means a written opinion of Bond Counsel. "Ordinance" means Ordinance No. 02-001, named the "Transportation Expenditure Plan and Retail Transaction and Use Tax Ordinance," adopted by the Commission on May 8, 2002, pursuant to the provisions of the Sales Tax Act as amended from time to time including as amended by Ordinance No. 10-002 adopted by the Commission on July 14, 2010. "Outstanding," when used with reference to Obligations hereunder means all Obligations that have been issued by the Commission hereunder or pursuant hereto, except such Obligations: (i) canceled or delivered for cancellation; (ii) deemed to be paid in accordance with Section 10.02 or any similar provisions in the constituent instruments defining the rights of the holders of such Obligations; (iii) in lieu of which other Obligations have been authenticated under Sections 2.07 or 2.08 or any similar provisions in the constituent instruments defining the rights of the holders of such Obligations; and (iv) to the extent described in Section 9.05, Obligations held by or for the account of the Commission. "Parity Obligations" means obligations of the Commission that are secured by the Trust Estate on a parity with the Senior Lien Bonds, including payments to the holders of obligations of the Commission entered into pursuant to California Government Code section 5922 (or any similar statute), in each case to the extent the Commission has contracted to make those payments as Parity Obligations. "Participating Underwriter" means any of the original underwriters of any Series of Obligations required to comply with Rule 15c2-12. 19 OHSUSA:765989901.12 268 "Permitted Investments" means the following: (0 any bonds or other obligations which as to principal and interest constitute direct obligations of, or are fully and unconditionally guaranteed as to the payment of principal and interest by, the United States of America, including obligations of any federal agency or federal government -sponsored enterprise; (ii) any certificates, receipts, securities or other obligations evidencing ownership of, or the right to receive, a specified portion of one or more interest payments or principal payments, or any combination thereof, to be made on any bond, note, or other obligation described above in clause (i); (iii) obligations of the Federal National Mortgage Association, the Government National Mortgage Association, Federal Home Loan Banks, Farmers Home Administration and Federal Home Loan Mortgage Corporation, including mortgage pass -through securities, collateralized mortgage obligations, mortgage -backed or other pay -through bonds guaranteed by such agencies; (iv) housing authority bonds issued by public agencies or municipalities and fully secured as to the payment of both principal and interest by a pledge of annual contributions under an annual contributions contract or contracts with the United States of America; or project notes issued by public agencies or municipalities and fully secured as to the payment of both principal and interest by a requisition or payment agreement with the United States of America; (v) obligations of any state, territory or commonwealth of the United States of America or any political subdivision thereof or any agency or department of the foregoing; provided that at the time of their purchase such obligations have a Threshold Rating; (vi) any bonds or other obligations of any state of the United States of America or any political subdivision thereof (a) (1) which are not callable prior to maturity or (2) which are pre -refunded prior to maturity and as to which irrevocable instructions have been given to the trustee of such bonds or other obligations by the obligor to give due notice of redemption and to call such bonds for redemption on the date or dates specified in such instructions, (b) which are secured as to principal and interest and redemption premium, if any, by a fund consisting only of cash or bonds or other obligations of the character described above in clause (i) or (ii) which fund may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the interest payment dates and the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, (c) as to which the principal of and interest on the bonds and obligations of the character described above in clause (i) or (ii) which have been deposited in such fund along with any cash on deposit in such fund are sufficient to pay the principal of and interest and redemption premium, if any, on the bonds or other obligations described in this clause (vi) on the interest payment dates and the maturity date or dates thereof or on the redemption date or dates specified in the irrevocable instructions referred to in subclause (a) of this clause (vi), as appropriate, and (d) which have a long-term Threshold Rating at the time of their purchase; 20 OHSUSA:765989901.12 269 (vii) bonds, notes, debentures or other evidences of indebtedness issued or guaranteed by any corporation provided that at the time of their purchase such obligations have a Threshold Rating; (viii) demand or time deposits, including trust accounts, trust funds, interest - bearing deposits, overnight banking deposits, interest bearing money market accounts or certificates of deposit (including those placed by a third party pursuant to an agreement between the Commission and the Trustee), whether negotiable or nonnegotiable, issued by any bank or trust company organized under the laws of any state of the United States of America or any national banking association (including the Trustee or any of its affiliates), provided that such certificates of deposit shall be issued by an institution, the senior debt obligations of which have a Threshold Rating; (ix) taxable commercial paper, other than that issued by bank holding companies, or tax-exempt commercial paper assigned a short-term Threshold Rating at the time of purchase; (x) variable rate obligations required to be redeemed or purchased by the obligor or its agent or designee upon demand of the holder thereof secured as to such redemption or purchase requirement by a liquidity credit agreement with a corporation and as to the payment of interest and principal either upon maturity or redemption (other than upon demand by the holder thereof) thereof by an unconditional credit facility of a corporation or enhanced by a liquidity agreement whereby a corporation agrees to provide market liquidity by committing to purchase the obligation upon demand by the holder thereof, provided that the variable rate obligations themselves have a short-term Threshold Rating, if any, and a long-term Threshold Rating, if any, and that the corporations providing the liquidity agreement and credit facility have, at the date of acquisition of the variable rate obligation by the Trustee, an outstanding issue of unsecured, uninsured and unguaranteed debt obligations assigned a Threshold Rating; (xi) any repurchase or reverse repurchase agreement with any bank or trust company organized under the laws of any state of the United States or any national banking association (including the Trustee or any of its affiliates) having a minimum permanent capital of one hundred million dollars ($100,000,000) or government bond dealer reporting to, trading with, and recognized as a primary dealer by the Federal Reserve Bank of New York, which agreement is secured by any one or more of the securities and obligations described in clauses (i), (ii), (iii) or (iv) above, which shall have a market value (exclusive of accrued interest and valued at least monthly) at least equal to 102% of the principal amount of such investment and shall be lodged with the Trustee or other fiduciary, as custodian for the Trustee, by the bank, trust company, national banking association or bond dealer executing such repurchase agreement, and the entity executing each such repurchase agreement required to be so secured shall furnish the Trustee with an undertaking satisfactory to it that the aggregate market value of all such obligations securing each such repurchase agreement (as valued at least monthly) will be an amount equal to 102% of the principal amount of each such repurchase agreement and the Trustee shall be entitled to rely on each such undertaking; (xii) any cash sweep or similar account arrangement of or available to the Trustee, the investments of which are limited to investments described in clauses (i), (ii), (iii), 21 OHSUSA:765989901.12 270 (iv), (v) and (xi) of this definition of Permitted Investments and any money market fund, the entire investments of which are limited to investments described in clauses (i), (ii), (iii), (iv), (v) and (xi) of this definition of Permitted Investments; provided that as used in this clause (xii) and clause (xiii) investments will be deemed to satisfy the requirements of clause (xi) if they meet the requirements set forth in clause (xi) ending with the words "clauses (i), (ii), (iii) or (iv) above" and without regard to the remainder of such clause (xi); (xiii) any investment agreement with a financial institution or insurance company or whose obligations are guaranteed by a financial institution or insurance company which: (a) has at the date of execution thereof an outstanding issue of unsecured, uninsured and unguaranteed debt obligations or a claims paying ability assigned a Threshold Rating; or (b) is fully secured by obligations described in items (i), (ii), (iii) or (iv) of the definition of Permitted Investments which are (A) valued not less frequently than monthly and have a fair market value, exclusive of accrued interest, at all times at least equal to the principal amount of the investment, (B) held by the Trustee or other custodian acceptable to the Trustee, (C) subject to a perfected first lien in the Trustee, and (D) free and clear from all third party liens; (xiv) shares of beneficial interest in diversified management companies investing exclusively in securities and obligations described in clauses (i) through (xiii) of this definition of Permitted Investments and which companies have been assigned a long-term Threshold Rating or have an investment advisor registered with the Securities and Exchange Commission with not less than five (5) years' experience investing in such securities and obligations and with assets under management in excess of $500,000,000; (xv) shares in a common law trust established pursuant to Title 1, Division 7, Chapter 5 of the Government Code of the State which invests exclusively in investments permitted by Section 53635 of Title 5, Division 2, Chapter 4 of the Government Code of the State, as it may be amended; (xvi) bankers' acceptances issued by domestic or foreign banks (including the Trustee or any of its affiliates), which are eligible for purchase by the Federal Reserve System, the short-term paper of which has a short-term Threshold Rating, which purchases may not exceed two hundred seventy (270) days maturity; (xvii) the pooled investment fund of the County of Riverside, California, which is administered in accordance with the investment policy of said County as established by the Treasurer/Tax Collector thereof, as permitted by Section 53601 of the Government Code of the State, copies of which policy are available upon written request to said Treasurer/Tax Collector; (xviii) the Local Agency Investment Fund or similar pooled fund operated by or on behalf of the State of California and which is authorized to accept investments of moneys held in any of the Funds or Accounts established pursuant to this Indenture; (xix) obligations of the Resolution Trust Corporation and interest obligations of the Resolution Funding Corporation; (xx) financial futures or financial option contracts with an entity the debt securities of which are assigned a Threshold Rating; 22 OHSUSA:765989901.12 271 (xxi) any bond, notes debentures, or other evidences of indebtedness backed by either business or consumer receivables rated either Aa3 or AA- or higher and issued by an issuer which has a Threshold Rating; (xxii) investment in money market mutual funds having a rating in the highest investment category granted thereby from S&P or Moody's, including, without limitation any mutual fund for which the Trustee or an affiliate of the Trustee serves as investment manager, administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (i) the Trustee or an affiliate of the Trustee receives fees from funds for services rendered, (ii) the Trustee collects fees for services rendered pursuant to this Indenture, which fees are separate from the fees received from such funds, and (iii) services performed for such funds and pursuant to this Indenture may at times duplicate those provided to such funds by the Trustee or an affiliate of the Trustee; (xxiii) any investments authorized pursuant to California Government Code Section 53601 provided that at the time of their purchase such obligations have a Threshold Rating; and (xxiv) any other forms of investments, including repurchase agreements, approved by the Board and consented to by each Credit Provider then providing a Credit Support Instrument, subject to the terms of Section 11.03(b) hereof, for a Series of Highest Priority Obligations. "Person" means any natural person, firm, partnership, association, corporation, or public body. "Police Services Agreement" means the Police Services Agreement to be entered into by and between the State of California, acting by and through the California Highway Patrol, and the Commission, as amended, modified and supplemented in accordance with its terms. "Principal Office" means, with respect to the Trustee, the corporate trust office of the Trustee at St. Paul, Minnesota, Attention: Global Corporate Trust Services, and solely for purposes of the presentation of Obligations for transfer, exchange or payment, such other or additional offices as may be designated by the Trustee from time to time. "Project" means the I-15 Express Lanes Project and additional capital projects extending, improving or otherwise related to the Toll Road that the Commission determines to finance hereunder. "Project Costs" means all or any part of the following with respect to the Project: (a) the cost of study, design, acquisition, construction, expansion, enlargement, extension, reconstruction, restoration, repair and rehabilitation of the Project or portion thereof (including, but not limited to, indemnity and surety bonds, permits, taxes, licenses, insurance premiums, or other municipal or governmental charges lawfully levied or assessed during construction); 23 OHSUSA:765989901.12 272 (b) the cost of acquisition of all real or personal property, rights, rights -of - way, franchises, easements and interests acquired or used for the Project or portion thereof, (c) the cost of site preparation, including demolishing or removing any structures on land so acquired and the cost of acquiring any land to which the structures may be removed; (d) any cost of borings and other preliminary investigations necessary or incident to determining the feasibility or practicability of constructing the Project or portion thereof and any cost necessary or desirable to satisfy conditions associated with the issuance of any permit for the construction thereof (including the costs of environmental related mitigation required in connection therewith); stock; (e) the cost of all machinery and equipment, vehicles, materials and rolling (0 Costs of Issuance; (g) interest on Obligations or Sales Tax Bonds issued for the Project for the period prior to and during acquisition or completion of construction (or such longer period as may be allowed by applicable law), as determined by the Commission; (h) the cost of architectural, engineering, environmental feasibility, traffic and revenue, economic and demographic, appraisal, financial, and legal services; (i) cost of planning, investigations, studies, evaluations, plans, specifications, estimates, and administrative and other expenses that are necessary or incidental to the determination of the feasibility of constructing the Project or portion thereof or incidental to the obtaining of construction contracts or to the construction (including construction administration and inspection), acquisition or financing thereof and that constitute capital costs; (j) Operation and Maintenance Expenses occurring during and for a period of up to one year after acquisition or completion of construction, as determined by the Commission, provided that, if applicable, the Trustee has received an Opinion of Bond Counsel (which opinion may address either specific Operation and Maintenance Expenses or categories of Operation and Maintenance Expenses) to the effect that the treatment of such Operation and Maintenance Expenses as a Project Cost will not adversely affect the exclusion of interest on any Outstanding Obligations intended to be tax-exempt from gross income for federal income tax purposes; (k) the repayment or reimbursement of any Obligation, loan or advance for any of the foregoing; and (1) such other costs and expenses as are permitted by the Act or other applicable law at the time such Obligations are issued. Section 5.02. OHSUSA:765989901. "Project Fund" means the Fund by that name established pursuant to 24 273 12 "Purchase Price" means, with respect to Obligations, the amount set forth in this Indenture as the amount to be paid when such Obligations are tendered for purchase or deemed tendered for purchase in accordance with the provisions of this Indenture. "Qualified Swap Agreement" means a contract or agreement, intended to place Senior Lien Bonds or such investments as the Commission shall specify on the interest rate, currency, cash flow or other basis desired by the Commission, payments (other than payments of fees and expenses and termination payments) with respect to which the Commission has specified shall be payable from Revenue on a parity with the payment of Senior Lien Bonds, including, without limitation, any interest rate swap agreement, currency swap agreement, forward payment conversion agreement or futures contract, any contract providing for payments based on levels of, or changes in, interest rates, currency exchange rates, stock or other indices, any contract to exchange cash flows or a series of payments, or any contract, including, without limitation, an interest rate floor or cap, or an option, put or call, to hedge payment, currency, rate, spread or similar exposure, between the Commission and a Swap Party. "R & R Sweep Reserve Amount" means the amount of $ "Ramp Up Account" means the Account by that name created pursuant to Section 5.02 "Rating Agency" means, as and to the extent applicable to a Series of Obligations, each of Fitch, Moody's, S&P or Kroll then maintaining a rating on such Series of Obligations at the request of the Commission. "Rating Category" means: (i) with respect to any long-term rating category, all ratings designated by a particular letter or combination of letters, without regard to any numerical modifier, plus or minus sign or other modifier; and (ii) with respect to any short-term or commercial paper rating category, all ratings designated by a particular letter or combination of letters and taking into account any numerical modifier, but not any plus or minus sign or other modifier. "Rating Confirmation" means written evidence from each Rating Agency then rating any Series of Obligations at the request of the Commission to the effect that, following the event that requires the Rating Confirmation, the then current rating for such Series of Obligations will not be lowered to a lower Rating Category or suspended or withdrawn solely as a result of the occurrence of such event. "RCTC 91 Express Lanes" means toll lanes and facilities on the portion of State Route 91 between the Orange County/Riverside County line and I-15 that constitute part of the Riverside SR-91 Corridor Improvement Project (as more fully defined in the 2013 Indenture). "Rebate Fund" means the Fund by that name created pursuant to Section 5.02. "Redemption Fund" means the Fund by that name created pursuant to Section 5.18. 25 OHSUSA:765989901.12 274 "Repair and Rehabilitation Fund" means the Fund by that name created pursuant to Section 5.02. "Repair and Rehabilitation Fund Permitted Expenditures" means capital expenditures reasonably necessary to repair or rehabilitate the Toll Road so that it remains in a condition that meets the performance and maintenance standards established by Caltrans for existing State -operated transportation facilities of substantially equivalent size, location and character. "Repair and Rehabilitation Sweep Reserve Account" means the Account by that name created pursuant to Section 5.02. "Representation Letter" means the letter or letters of representation from the Commission to, or other instrument or agreement with, a Securities Depository for Book -Entry Obligations, in which the Commission, among other things, makes certain representations to the Securities Depository with respect to the Book -Entry Obligations, the payment thereof and delivery of notices with respect thereto. "Reserve Facility" means a letter of credit, surety bond or insurance policy issued to the Trustee by a bank or company licensed to issue a surety bond or insurance policy guaranteeing the timely payment of the principal of and interest on the Obligations supported by the Reserve Facility. "Reserve Facility Costs" means amounts owed with respect to repayment of draws on a Reserve Facility, including interest thereon at the rate specified in the agreement pertaining to such Reserve Facility and expenses owed to the Reserve Facility Provider in connection with such Reserve Facility. "Reserve Facility Provider" means any provider of a Reserve Facility, any successor thereto or any replacement therefor. "Residual Fund" means the Fund by that name created pursuant to Section 5.02. "Residual Fund Scheduled Retained Balance" means, as of each June 1 and December 1 of the years specified in Schedule III hereto, the balance set forth in Schedule III hereto, such amounts being determined in accordance with the Base Case Financial Model (as that term is defined in the TIFIA Loan Agreement). "Revenue" means: (i) Toll Revenues; (ii) all interest or other income from investment of money in the Funds and Accounts established hereunder (excluding the Rebate Fund, the Surplus Fund, the Operation and Maintenance Fund, the Sales Tax Revenue Bonds Account within the Project Fund, and any Fund or Account established to hold the proceeds of a drawing on any Credit Support Instrument); (iii) proceeds of the Commission Loan, and (iv) all Swap Revenues; provided that for any calculations required by Article III hereof, "Revenue" shall not include Subsidy Payments. 26 OHSUSA:765989901.12 275 "Rule 15c2-12" means Securities and Exchange Commission Rule 15c2-12, adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "S&P" means Standard & Poor's Ratings Services, a division of Standard & Poor's Financial Services LLC, a subsidiary of The McGraw-Hill Companies, and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, the term "S&P" shall be deemed to refer to any other nationally recognized statistical rating organization selected by the Commission. "Sales Tax Act" means the Riverside County Transportation Sales Tax Act, being Division 25 of the Public Utilities Code of the State of California (Section 240000 et seq.), as amended from time to time. "Sales Tax Eligible Project Costs" means Project Costs that are permitted to be paid from Sales Tax Revenues or the proceeds of Sales Tax Revenue Bonds in accordance with the provisions of the Sales Tax Act, the Ordinance, and the Sales Tax Revenue Bond Indenture, if applicable. "Sales Tax Revenue Bond Indenture" means that certain Indenture, dated as of June 1, 2008, as amended and supplemented, by and between the Commission and U.S. Bank National Association, as trustee. "Sales Tax Revenue Bonds" means Riverside County Transportation Commission Sales Tax Revenue Bonds (Limited Tax Bonds) issued pursuant to the Sales Tax Revenue Bond Indenture. "Sales Tax Revenue Bonds Account" means the Account by that name created within the Project Fund pursuant to Section 5.02. "Sales Tax Revenues" means the amounts distributed to the Commission, pursuant to Section 5.02(B) of the Sales Tax Revenue Bond Indenture, on account of the retail transactions and use tax imposed in the County of Riverside pursuant to the Sales Tax Act and the Ordinance. "Sales Tax Trustee" means the Trustee under the Sales Tax Revenue Bond Indenture. "Scheduled Repair and Rehabilitation Fund Required Deposit" means for each Monthly Funding Date, one -twelfth (1/12) of the amount set forth for such Fiscal Year in Schedule II hereto, as such Schedule may be amended from time to time. "Second Lien Obligations" means (i) any Obligations issued or incurred hereunder that are subordinated in right of payment and lien priority to the Senior Lien Obligations and senior in right of payment and lien priority to the Subordinate Obligations, provided, however, that upon the occurrence of a Bankruptcy Related Event, Subordinate Obligations in the form of or securing payment of a TIFIA Loan shall be Senior Obligations, and (ii) any related Hedging Obligations. 27 OHSUSA:765989901.12 276 "Second Lien Obligations Account" means the Account by that name created within the Project Fund pursuant to Section 5.02. "Second Lien Obligations Fund" means the Fund by that name created pursuant to Section 5.02. "Second Lien Obligations Interest Account" means the Account by that name created within the Second Lien Obligations Fund pursuant to Section 5.02. "Second Lien Obligations Principal Account" means the Account by that name created within the Second Lien Obligations Fund pursuant to Section 5.02. "Second Lien Obligations Reserve Fund" means the Fund by that name created pursuant to Section 5.02. "Second Lien Obligations Reserve Requirement" for any Second Lien Obligations means the amount, if any, specified by a Supplemental Indenture as the amount required to be held in the Second Lien Obligations Reserve Fund, or an Account thereof, for the payment of principal of and interest on the Outstanding Second Lien Obligations secured by such Fund or Account. "Secured Creditors" means, collectively, (i) the Trustee on behalf of the Bondholders, (ii) any Swap Party, and (iii) any other trustee, holder or creditor of any Obligations. "Securities Depository" means DTC or any other trust company or other entity that provides a book -entry system for the registration of ownership interests in securities and which is acting as security depository for Book -Entry Obligations. "Senior Lien Bonds" means the bonds or commercial paper identified as the Riverside County Transportation Commission Toll Revenue Senior Lien Bonds authorized by, issued in accordance with, and at any time Outstanding pursuant to, this Indenture. "Senior Lien Obligations" means collectively, Senior Lien Bonds and Parity Obligations issued or incurred hereunder and, upon the occurrence of a Bankruptcy Related Event, Subordinate Obligations in the form of or securing payment of a TIFIA Loan. "Senior Lien Obligations Account" means the Account by that name created within the Project Fund pursuant to Section 5.02. "Senior Lien Obligations Fund" means the Fund by that name created pursuant to Section 5.02. "Senior Lien Obligations Interest Account" means the Account by that name created within the Senior Lien Obligations Fund pursuant to Section 5.02. "Senior Lien Obligations Principal Account" means the Account by that name created within the Senior Lien Obligations Fund pursuant to Section 5.02. 28 OHSUSA:765989901.12 277 "Senior Lien Obligations Reserve Fund" means the Fund by that name created pursuant to Section 5.02. "Senior Lien Obligations Reserve Requirement" for any Senior Lien Obligations means the amount, if any, specified by a Supplemental Indenture as the amount required to be held in the Senior Lien Obligations Reserve Fund, or an Account thereof, for the payment of principal of and interest on the Outstanding Senior Lien Obligations secured by such Fund or Account. "Series" means all Obligations identified in this Indenture or any Supplemental Indenture as a separate Series. "Short -Term Put Obligation" means an Obligation with a stated maturity of ten years or less, the principal of which the Commission determines on or before the date of issuance that it intends to pay from remarketing proceeds or proceeds of refunding obligations. "SIFMA Index" means Securities Industry and Financial Markets Association Municipal Swap Index as of the most recent date such index was published by the Securities Industry and Financial Markets Association or any successor thereto, or in the event such index is no longer published by the Securities Industry and Financial Markets Association or any successor thereto, such comparable replacement index as shall be published by the Securities Industry and Financial Markets Association or any successor thereto. In the event that such comparable replacement index is no longer published by the Securities Industry and Financial Markets Association or any successor thereto, an alternative index shall be selected by the Commission. "Sinking Fund Installment" means, with respect to any Series of Obligations, each amount so designated for the Term Bonds of such Series in the Supplemental Indenture providing for the issuance of such Series of Obligations requiring payments by the Commission to be applied to the retirement of such Series of Obligations on and prior to the stated maturity date thereof. "Special Project" shall mean any project which is so designated by the Commission in a resolution of the Board a copy of which is delivered to the Trustee. "State" means the State of California. "Subordinate Obligations" means any Obligations that are subordinated in right of payment and lien priority to the Senior Lien Obligations and the Second Lien Obligations, including the Subordinate Obligations in the form of or securing payment of any TIFIA Loans (that are not issued as Senior Lien Obligations) prior to the occurrence of a Bankruptcy Related Event. "Subordinate Obligations Account" means the Account by that name created within the Project Fund pursuant to Section 5.02. "Subordinate Obligations Fund" means the Fund by that name created pursuant to Section 5.02. 29 OHSUSA:765989901.12 278 "Subordinate Obligations Interest Account" means the Account by that name created within the Subordinate Obligations Fund pursuant to Section 5.02. "TIFIA Loan Prepayment Account" means the Account by that name created pursuant to Section 5.02. "Subordinate Obligations Principal Account" means the Account by that name created within the Subordinate Obligations Fund pursuant to Section 5.02. "Subordinate Obligations Reserve Fund" means the Fund by that name created pursuant to Section 5.02. "Subordinate Obligations Reserve Requirement" for any Subordinate Obligations means the amount, if any, specified by a Supplemental Indenture as the amount required to be held in the Subordinate Obligations Reserve Fund, or an Account thereof, for the payment of principal of and interest on the Outstanding Subordinate Obligations secured by such Fund or Account. "Subsidy Payments" means, (a) with respect to a Series of Obligations issued under Section 54AA of the Code, the amounts relating to such Series of Obligations which are payable by the Federal government under Section 6431 of the Code, which the Commission has elected to receive under Section 54AA(g)(1) of the Code, and (b) with respect to a Series of Obligations issued under any other provision of the Code that creates a substantially similar direct -pay subsidy program, the amounts relating to such Series of Obligations which are payable by the Federal government under the applicable provision of the Code which the Commission has elected to receive under the applicable provisions of the Code. "Substantial Completion" means the opening of a Project fully to vehicular traffic. "Substantial Completion Date" means, with respect to the I-15 Express Lanes Project, the date on which the Toll Road portion of the I-15 Express Lanes Project opens for vehicular traffic for tolling, and, with respect to any other Project, the Substantial Completion Date for such Project, if any, set forth in a Supplemental Indenture providing for the issuance of Obligations to finance such Project. "Supplemental Indenture" means any indenture executed and delivered by the Commission and the Trustee in accordance with this Indenture that is stated to be a supplemental indenture hereto. "Surplus Fund" means the Fund by that name created pursuant to Section 5.02. "Swap" means any interest rate swap agreement, currency swap agreement, forward payment conversion agreement or futures contract, any contract providing for payments based on levels of, or changes in, interest rates, currency exchange rates, stock or other indices, any contract to exchange cash flows or a series of payments, or any contract, including, without limitation, an interest rate floor or cap, or an option, put or call, to hedge payment, currency, rate, 30 OHSUSA:765989901.12 279 spread or similar exposure, between the Commission and a Swap Parry, which is not a Qualified Swap Agreement. "Swap Party" means each entity that is a party to either a Qualified Swap Agreement or a Swap entered into with the Commission. "Swap Revenues" means any amount paid by a Swap Party to the Commission pursuant to any Qualified Swap Agreement or Swap, after any netting of payments required by such Qualified Swap Agreement or Swap, as applicable, and any payments paid to the Commission by a Swap Party as consideration for termination or amendment of a Qualified Swap Agreement or Swap, as applicable. "Tax Certificate" means the Tax Certificate delivered by the Commission at the time of the issuance of a Series of Obligations, as the same may be amended and supplemented in accordance with its terms. "Term Bonds" means Obligations of any Series that are payable on or before their specified maturity dates from Sinking Fund Installments established for that purpose in the Supplemental Indenture providing for the issuance of such Series of Obligations, which Sinking Fund Installments are calculated to retire such Obligations on or before their specified maturity dates. "Threshold Rating" means a long term rating of either A3 or A- (or their equivalents) or higher or a short term rating of either P-2 or A-2 (or their equivalents) or higher from a Rating Agency, as applicable. "TIFIA Debt Service Payment Commencement Date" means the fifth (5th) anniversary of the Substantial Completion Date or, if such date does not fall on an Interest Payment Date, the first Interest Payment Date to occur prior to the fifth (5th) anniversary of the Substantial Completion Date. "TIFIA Lender" means the United States Department of Transportation, acting by and through the Federal Highway Administrator, for the purpose of making one or more TIFIA Loans to the Commission. "TIFIA Loan" means each loan made to the Commission by the TIFIA Lender pursuant to a TIFIA Loan Agreement and secured by Toll Revenues hereunder. "TIFIA Loan Agreement" means the Loan Agreement, dated as of [ , 20_], by and between the Commission and the TIFIA Lender, and any other loan agreement by and between the Commission and the TIFIA Lender secured by Toll Revenues hereunder and, in each case, any amendments or supplements thereto permitted hereby and thereby. "TIFIA Loan Life Coverage Ratio" has the meaning specified for such term (or any similar term) in the applicable TIFIA Loan Agreement. "TIFIA Loan Prepayment Account" means the account of name created pursuant to Section 5.02. 31 OHSUSA:765989901.12 280 "TIFIA Loan Prepayment Commencement Date" means the first Monthly Funding Date occurring after the TIFIA Debt Service Payment Commencement Date. "TIFIA Mandatory Debt Service" means the portion of a TIFIA Loan which is unconditionally required to be paid in accordance with, and pursuant to, the terms of the TIFIA Loan Agreement relating thereto, as of the date of calculation of TIFIA Mandatory Debt Service (assuming, for purposes of projected debt service, that the full amount of such TIFIA Loan will be disbursed). "TIFIA Obligations" has the meaning specified for the term "Obligations" (or any similar term) in the applicable TIFIA Loan Agreement. "TIFIA Payment Date" has the meaning specified for the term "Payment Date" (or any similar term) in the applicable TIFIA Loan Agreement. "TIFIA Scheduled Debt Service" means, with respect to any TIFIA Payment Date occurring on or after the TIFIA Debt Service Payment Commencement Date, the total debt service to be made on such TIFIA Payment Date with respect to the applicable TIFIA Loan. "Toll Agreements" means the Operating Agreement, the Design -Build Contract, the Design -Build Parent Guaranties, the Caltrans DB Cooperative Agreement and the Toll Facility Agreement, and any amendments or supplements thereto permitted thereby and hereby. "Toll Facility Agreement" means that certain Toll Facility Agreement, dated as of September 29, 2016, by and between the Commission and Caltrans relating to the Commission's leasehold rights to Caltrans I-15 right-of-way in Riverside County and Caltrans' role in oversight of the Project, and any amendments or supplements thereto permitted thereby and hereby. "Toll Revenue Fund" means the Fund by that name created pursuant to Section 5.02. "Toll Revenues" means (a) toll revenues, user fees, fines, rents or other similar charges payable for use of the Toll Road, as well as fines and penalties and interest thereon collected as a result of a failure to pay any such amounts, (b) proceeds of insurance payable to or received by the Commission with respect to the Toll Road (whether by way of claims, return of premiums, ex gratia settlements or otherwise), including proceeds from business interruption insurance and loss of advance profits insurance, except for proceeds of fire and other casualty insurance that are deposited to the Insurance and Condemnation Proceeds Account of the Project Fund and actually applied or reserved for application to the repair, restoration or replacement of the Toll Road, (c) proceeds of any condemnation awards with respect to the Toll Road, except to the extent deposited to the Insurance and Condemnation Proceeds Account of the Project Fund and actually applied or reserved for application to the replacement of the Toll Road, (d) liquidated damages for delayed completion of a Project payable to the Commission under a construction contract relating to the Toll Road or a portion thereof, (e) proceeds of credit support provided by the Toll Operator pursuant to the Operating Agreement, and (f) any other incidental or related fees or charges; but excluding therefrom cash advances representing deposits against future toll payments from users or potential users of the Toll Road. 32 OHSUSA:765989901.12 281 "Toll Road" means lanes of a street, road or highway upon which the Commission has all right, power and authority pursuant to law to impose tolls, and upon which tolls are imposed by the Commission using any of the following tolling strategies: (a) general purpose or generally -applicable tolls, (b) tolls that may be levied and may vary according to levels of congestion anticipated or experienced or according to the occupancy of the vehicle, (c) any combination of (a) and (b), and (d) any other tolling strategy the Commission may determine appropriate on a facility -by -facility basis; and the related tolling facilities, as such tolled lanes and related facilities may from time to time be expanded, improved, upgraded, enlarged, or enhanced, but only to the extent that: (i) the Commission irrevocably designates in writing that such toll lanes and related facilities, and any expansion, improvement, upgrade, enlargement or enhancement constitutes a Toll Road generating Toll Revenues hereunder and (ii) that (x) the additional Operation and Maintenance Expenses associated with any such expansion, improvement, upgrade, enlargement or enhancement and (y) any additional Obligations issued to finance the costs of any such expansion, improvement, upgrade, enlargement or enhancement, shall not result in debt service coverage ratios for the Subordinate Obligations lower than those stated in the Base Case Model (as defined in the TIFIA Loan Agreement) delivered to the TIFIA Lender on the Effective Date (as defined in the TIFIA Loan Agreement). "Toll Road" shall not include any Special Project. "Toll Road" initially means any such tolled lanes and facilities (including structures, on -ramps, connector roads, bridges, and roadways that are on, necessary for, or related to the construction or operation of the Toll Road) on the portion of I-15 between the I-15/Caj alco Road interchange and the I-15/SR-60 interchange that constitute the I-15 Express Lanes Project. "Toll Services Provider" means Kapsch Traffic Com Transportation NA Inc. or any successor, as operator of the Toll Road responsible for the collection of tolls and fees and the establishment and maintenance of customer accounts and records, pursuant to the Operating Agreement. "Traffic Consultant" means Stantec Consulting or such other traffic and revenue consultant or firm of nationally -recognized traffic and revenue consultants experienced in performing the duties for which a Traffic Consultant is required to be employed pursuant to the provisions of this Indenture selected by the Commission; provided such selection is not objected to in written notice to the Trustee and the Commission by the TIFIA Lender within 15 Business Days as being unacceptable. "Trust Estate" has the meaning specified in the Granting Clauses herein. "2017 Sales Tax Revenue Bonds" means the Riverside County Transportation Commission Sales Tax Revenue Bonds (Limited Tax Bonds), 2017 Series A. "Written Engineer's Certificate" means an instrument in writing signed by a Consulting Engineer stating that an Alternative Repair and Rehabilitation Fund Required Deposit is necessary to pay for Repair and Rehabilitation Fund Permitted Expenditures for a Fiscal Year due to at least one of the following: (i) reasonably unforeseen expenditures incurred to the extent necessary to respond to emergency conditions; or (ii) reasonably unforeseen expenditures to the extent necessary to be made to maintain the Project in a state of good repair and in a condition 33 OHSUSA:765989901.12 282 that meets the performance and maintenance standards established by Caltrans for existing State - operated transportation facilities of substantially equivalent size, location and character. "Written Request of the Commission" means an instrument in writing signed by an Authorized Representative. ARTICLE II THE OBLIGATIONS Section 2.01 Authorization and Purposes. Obligations in the form of Senior Lien Obligations, Second Lien Obligations or Subordinate Obligations may be issued hereunder, in book -entry form or otherwise, from time to time as the issuance thereof is approved by the Commission. The maximum Bond Obligation of Obligations that may be issued hereunder is not limited; subject, however, to any limitations contained in the Act and to the right of the Commission, which is hereby reserved, to limit the initial Bond Obligation of Obligations that may be issued or Outstanding hereunder. The Senior Lien Bonds are designated generally as "Riverside County Transportation Commission Toll Revenue Senior Lien Bonds," each Series thereof to bear such additional designation as may be necessary or appropriate to distinguish such Series from every other Series of Senior Lien Obligations. The Second Lien Obligations are designated generally as "Riverside County Transportation Commission Toll Revenue Second Lien Bonds," each Series thereof to bear such additional designation as may be necessary or appropriate to distinguish such Series from every other Series of Second Lien Obligations. The Subordinate Obligations are designated generally as "Riverside County Transportation Commission Toll Revenue Subordinate Bonds," each Series thereof to bear such additional designation as may be necessary or appropriate to distinguish such Series from every other Series of Subordinate Obligations. The Obligations may be issued in such Series as from time to time shall be established and authorized by the Commission, subject to the covenants, provisions and conditions herein. Each separate Series of Obligations shall be authorized by the Commission in a Supplemental Indenture. No Obligations may be issued under the provisions of this Indenture except in accordance with this Article and Article III. Obligations may be issued for the purpose of financing the I-15 Express Lanes Project using a design -build procurement process, or for any other purpose authorized by the Act and this Indenture. Section 2.02 General Terms of Obligations. Each Obligation shall be secured hereby and shall bear interest and shall be payable and be additionally secured and have such other terms as shall be specified in its Supplemental Indenture, or if not specified therein, as specified by an Authorized Representative pursuant to Section 2.06. The principal and Purchase Price of, premium, if any, and interest on the Obligations shall be payable in lawful currency of the United States of America, except as otherwise specified in a Supplemental Indenture. During any period in which any Obligations are Book -Entry Obligations, payment of debt service on such Book -Entry Obligations shall be made to the Securities Depository, or its Nominee, and in accordance with arrangements among the Commission, the Trustee and the Securities Depository. During any period in which any 34 OHSUSA:765989901.12 283 Obligations are not Book -Entry Obligations, unless otherwise specified in a Supplemental Indenture, the principal and Purchase Price of and premium, if any, on all such Obligations shall be payable by wire or check at the Principal Office of the Trustee upon the presentation and surrender of such Obligations as the same become due and payable, and the interest on such Obligations shall be paid by wire or check drawn upon the Trustee and mailed on the applicable interest payment date to the persons in whose names the Obligations are registered on the registration books maintained by the Trustee at the close of business on the record date for such interest payment. Section 2.03 Execution. The Obligations shall be executed in the name and on behalf of the Commission by the facsimile or manual signature of the Chairperson of the Board or any Vice Chairperson of the Board and shall be countersigned by the facsimile or manual signature of the Chief Financial Officer of the Commission, and shall have the official seal of the Commission attached or affixed thereon in manual or facsimile form. Unless otherwise provided in any Supplemental Indenture, the Obligations shall then be delivered to the Trustee for authentication by the Trustee. In case any of the officers who shall have signed or attested any of the Obligations shall cease to be such officer or officers of the Commission before the Obligations so signed or attested shall have been authenticated or delivered by the Trustee or issued by the Commission, such Obligations may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issue, shall be as binding upon the Commission as though those who signed and attested the same had continued to be such officers of the Commission, and also any Obligation may be signed and attested on behalf of the Commission by such persons as at the actual date of execution of such Obligation shall be the proper officers of the Commission although at the nominal date of such Obligation any such person shall not have been such officer of the Commission. Section 2.04 Certificate of Authentication. No Obligations shall be secured hereby or entitled to the benefit hereof or shall be or become valid or obligatory for any purpose unless there shall be endorsed thereon a certificate of authentication, substantially in the form set forth in the form of Obligation referred to in Section 2.05 hereof, executed by the Trustee; and such certificate on any Obligation issued by the Commission shall be conclusive evidence that such Obligation has been duly authenticated and delivered hereunder. Section 2.05 Forms of Obligations. The Obligations, the Trustee's certificate of authentication and the form of assignment shall be in substantially the forms specified in a Supplemental Indenture or if not specified therein, as specified by an Authorized Representative pursuant to Section 2.06, and may have such letters, numbers or other marks of identification (including, but not limited to, the Series designation provided for in Section 2.01) and such legends and endorsements placed thereon as may be required to comply with any applicable laws or rules or regulations, or as may, consistent herewith, be determined by an Authorized Representative. The Obligations shall be in either typewritten or printed form, as an Authorized Representative shall direct, provided that any expenses incurred in connection therewith shall be paid by the Commission. Section 2.06 Issuance, Sale and Delivery of Obligations; Application of Proceeds. The Obligations of each Series shall be delivered by the Trustee in accordance with a Written Request of the Commission, which may be Electronic, in the manner specified herein. 35 OHSUSA:765989901.12 284 Said Written Request of the Commission shall specify the following terms for the Obligations then being issued to the extent such terms are not set forth in the Supplemental Indenture creating such Series of Obligations and are applicable to such Obligations: whether such Obligation is a Senior Lien Bond, Parity Obligation, Second Lien Obligation or Subordinate Obligation hereunder; Series designation; Authorized Denominations; form of such Obligation; book -entry provisions, if any; maturity date or dates or maturity determination method, which may vary for Obligations within such Series; principal amount; issue date; interest rate or interest rate determination method, which may vary for Obligations within such Series; record date for interest payments; sinking fund provisions, if any; required reserves, if any; redemption provisions, if any; tender provisions, if any; additional security, if any; and any other terms and conditions that are not inconsistent with this Indenture. Upon the delivery of each Series of Obligations, the proceeds shall immediately be applied and deposited as set forth in the applicable Supplemental Indenture. Section 2.07 Mutilated, Lost, Stolen or Destroyed Obligations. If any Obligation is mutilated, lost, stolen or destroyed, the Commission shall execute and the Trustee shall authenticate and deliver a new Obligation of the same Series, maturity date, principal amount and tenor in lieu of and in substitution for the Obligation mutilated, lost, stolen or destroyed; provided that there shall be first furnished to the Trustee evidence satisfactory to the Trustee of the ownership of such Obligation and of such loss, theft or destruction (or, in the case of a mutilated Obligation, such mutilated Obligation shall first be surrendered to the Trustee), together with indemnity satisfactory to the Trustee and compliance with such other reasonable regulations as the Commission and Trustee may prescribe. Subject to the proviso set forth in the preceding sentence, if any such Obligation shall have matured or a redemption date pertaining thereto shall have passed, instead of issuing a new Obligation, the Commission may pay the same without surrender thereof. The Commission and the Trustee may charge the Holder of such Obligation with their reasonable fees and expenses in this connection. Section 2.08 Exchangeability and Transfer of Obligations; Persons Treated as Holders. The Commission hereby directs the Trustee, which is hereby constituted and appointed the bond registrar for the Obligations, to keep books for the registration of the Obligations and for the registration of transfer of the Obligations as provided herein. Any registered owner of an Obligation, in person or by its duly authorized attorney, may transfer title to its Obligation on the books of registration kept by the Trustee, upon surrender thereof at the Principal Office of the Trustee, together with a written instrument of transfer (in substantially the form of assignment attached to the Obligation or as provided in its Supplemental Indenture) executed by the registered owner or its duly authorized attorney, and upon surrender for registration of transfer of any Obligation, the Commission shall execute, and the Trustee shall authenticate and deliver in the name of the transferee or transferees, a new Obligation or Obligations of the same Series, maturity date, Bond Obligation and tenor as the Obligation surrendered. Obligations may be exchanged upon surrender thereof at the Principal Office of the Trustee for Obligations of the same Series, maturity date, Bond Obligation and tenor as the Obligations being exchanged. The Commission shall execute and the Trustee shall authenticate 36 OHSUSA:765989901.12 285 and deliver Obligations that the registered owner making the exchange is entitled to receive, bearing numbers not contemporaneously then outstanding. Such registrations of transfers or exchanges of Obligations shall be without charge to the registered owner of such Obligations, but any taxes or other governmental charges required to be paid with respect to the same shall be paid by the registered owner of the Obligation requesting such registration of transfer or exchange as a condition precedent to the exercise of such privilege. Any service charge made by the Trustee for any such registration, transfer or exchange shall be paid by the Commission. The Trustee shall not register any transfer of any Obligation after notice calling such Obligation (or portion thereof) for redemption or partial redemption or notice of mandatory tender with respect thereto has been given and prior to such redemption or mandatory tender, as the case may be, except, in the case of any Obligation to be redeemed in part, the portion thereof not to be redeemed. The person in whose name any Obligation shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of either principal, premium, if any, or interest shall be made only to or upon the order of the registered owner thereof or his duly authorized attorney, but such registration may be changed as hereinabove provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Obligation to the extent of the sum or sums so paid. All Obligations issued upon any transfer or exchange of Obligations shall be legal, valid and binding obligations of the Commission, evidencing the same debt, and entitled to the same security and benefits under this Indenture, as the Obligations surrendered upon such transfer or exchange. Section 2.09 Cancellation. All Obligations that have been surrendered to the Trustee pursuant to Section 2.07 or 2.08 of this Indenture and all Obligations that have been paid or redeemed, either at or prior to maturity, except as otherwise provided in a Supplemental Indenture, shall be cancelled and destroyed by the Trustee and a certificate of destruction shall be delivered to the Commission upon its request. Section 2.10 Senior Lien Obligations Ratably Secured. All Senior Lien Obligations issued hereunder that by their terms are stated to be equally and ratably secured by this Indenture without preference, priority or distinction on account of the Series or the actual time or times of the authentication, delivery or maturity of such Senior Lien Obligations shall be so equally and ratably secured so that, subject to any differences specified in this Indenture, all such Senior Lien Obligations at any time Outstanding hereunder shall have the same right, lien and preference under and by virtue of this Indenture and shall all be equally and ratably secured hereby with like effect as if they were of the same Series and they had all been executed, authenticated and delivered simultaneously on the date hereof, whether the same, or any of them, shall actually be disposed of at such date, or whether they, or any of them, shall be disposed of at some future date; provided, however, that the moneys in any Account within the Senior Lien Obligations Reserve Fund shall only secure the Series of Senior Lien Obligations to which such Account relates. Upon the occurrence of a Bankruptcy Related Event of which the Trustee shall 37 OHSUSA:765989901.12 286 be notified in writing, any Account within the Subordinate Obligations Reserve Fund that secures payment of the principal and interest on a Subordinate Obligation in the form of or securing payment of a TIFIA Loan, will become an Account within the Senior Lien Obligations Reserve Fund, will be funded on a parity with any other Accounts within the Senior Lien Obligations Reserve Fund and will be available only to pay principal and interest on the Senior Lien Obligation in the form of or securing payment of such TIFIA Loan. The Senior Lien Obligation in the form of or securing payment of a TIFIA Loan will not be secured by any other Account within the Senior Lien Obligations Reserve Fund. Section 2.11 Second Lien Obligations Ratably Secured. All Second Lien Obligations issued hereunder that by their terms are stated to be equally and ratably secured by this Indenture without preference, priority or distinction on account of the Series or the actual time or times of the authentication, delivery or maturity of such Second Lien Obligations shall be so equally and ratably secured so that, subject to any differences specified in this Indenture, all such Second Lien Obligations at any time Outstanding hereunder shall have the same right, lien and preference under and by virtue of this Indenture and shall all be equally and ratably secured hereby with like effect as if they were of the same Series and they had all been executed, authenticated and delivered simultaneously on the date hereof, whether the same, or any of them, shall actually be disposed of at such date, or whether they, or any of them, shall be disposed of at some future date; provided, however, that the moneys in any Account within the Second Lien Obligations Reserve Fund shall only secure the Series of Second Lien Obligations to which such Account relates. Section 2.12 Subordinate Obligations Ratably Secured. All Subordinate Obligations issued hereunder that by their terms are stated to be equally and ratably secured by this Indenture without preference, priority or distinction on account of the Series or the actual time or times of the authentication, delivery or maturity of such Subordinate Obligations shall be so equally and ratably secured so that, subject to any differences specified in this Indenture, all such Subordinate Obligations at any time Outstanding hereunder shall have the same right, lien and preference under and by virtue of this Indenture and shall all be equally and ratably secured hereby with like effect as if they were of the same Series and they had all been executed, authenticated and delivered simultaneously on the date hereof, whether the same, or any of them, shall actually be disposed of at such date, or whether they, or any of them, shall be disposed of at some future date; provided, however, that the moneys in any Account within the Subordinate Obligations Reserve Fund shall only secure the Series of Subordinate Obligations to which such Account relates. Upon the occurrence of a Bankruptcy Related Event of which the Trustee shall be notified in writing, any Account within the Subordinate Obligations Reserve Fund that secures payment of the principal and interest on a Subordinate Obligation in the form of or securing payment of a TIFIA Loan, will become an Account within the Senior Lien Obligations Reserve Fund, will be funded on a parity with any other Accounts within the Senior Lien Obligations Reserve Fund and will be available only to pay principal and interest on the Parity Obligation in the form of or securing payment of such TIFIA Loan. The Parity Obligation in the form of or securing payment of a TIFIA Loan will not be secured by any other Account within the Senior Lien Obligations Reserve Fund. Section 2.13 Book -Entry Only System. Unless an Authorized Representative shall otherwise direct or unless otherwise specified in a Supplemental Indenture, all Obligations 38 OHSUSA:765989901.12 287 issued hereunder shall be issued as Book -Entry Obligations in fully registered form. Book -Entry Obligations shall be registered in the name of the Securities Depository or its Nominee as directed by such Securities Depository. DTC shall act as the initial Securities Depository and has designated Cede & Co. as its Nominee Beneficial Owners of Obligations will not receive physical delivery of bond certificates except as provided hereinafter. For so long as DTC shall continue to serve as Securities Depository for the Obligations as provided herein, all transfers of beneficial ownership interests will be made by book -entry only, and no person purchasing, selling or otherwise transferring beneficial ownership of Obligations is to receive, hold or deliver any Obligation certificate. With respect to Obligations registered in the name of Cede & Co., as Nominee of DTC, the Commission and the Trustee shall have no responsibility or obligation to any participant in DTC (each, a "DTC Participant") or to any person on whose behalf a DTC Participant holds an interest in the Obligations. Without limiting the immediately preceding sentence, the Commission and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Obligations, (ii) the delivery to any DTC Participant or any other person, other than a registered owner of the Obligations, as shown on the registration books, of any notice with respect to the Obligations, including any notice of redemption or mandatory tender, or (iii) the payment to any DTC Participant or any other person, other than a registered owner of the Obligations, as shown in the registration books, of any amount with respect to principal or Purchase Price of, or premium, if any, or interest on, the Obligations. Replacement Obligations may be issued directly to Beneficial Owners of Obligations other than DTC, or its Nominee, but only in the event that: (i) DTC determines not to continue to act as Securities Depository for the Obligations (which determination shall become effective no less than 90 days after written notice to such effect to the Commission and the Trustee); or (ii) an Authorized Representative has advised DTC of its determination (which determination is conclusive as to DTC and Beneficial Owners of the Obligations) that DTC is incapable of discharging its duties as Securities Depository for the Obligations; or (iii) the Commission has determined (which determination is conclusive as to DTC and the Beneficial Owners of the Obligations) that the interests of the Beneficial Owners of the Obligations might be adversely affected if such book -entry only system of registration and transfer is continued. Upon occurrence of any of the foregoing events, the Commission shall use its best efforts to attempt to locate another qualified Securities Depository. If the Commission fails to locate another qualified Securities Depository to replace DTC, the Commission shall cause to be authenticated and delivered replacement Obligations, in certificate form, to the Beneficial Owners of the Obligations. In the event that the Commission makes the determination noted in (ii) or (iii) above (provided that the Commission undertakes no obligation to make any investigation to determine the occurrence of any events that would permit the Commission to make any such determination), and has made provisions to notify the Beneficial Owners of Obligations of such determination by mailing an appropriate notice to DTC and its Nominee, the Commission shall cause to be issued replacement Obligations in certificate form to Beneficial Owners of the Obligations as shown on the records of DTC provided to the Commission. Whenever, during the term of the Obligations, the Beneficial Ownership thereof is determined by book -entry at DTC, (i) the requirements in this Indenture of holding, delivering or 39 OHSUSA:765989901.12 288 transferring Obligations shall be deemed modified to require the appropriate person or entity to meet the requirements of DTC as to registering or transferring the book entry to produce the same effect and (ii) delivery of the Obligations and notices to Bondholders will be in accordance with arrangements among the Commission, the Trustee and DTC notwithstanding any provision of this Indenture to the contrary. The Trustee and the Commission, acting by and through an Authorized Representative, are authorized to enter into a letter of representations with DTC to implement the book -entry only system of Obligation registration described above and all payments of principal, Purchase Price, interest and premium, if any, shall be made in accordance with the letter of representations with DTC. If at any time, DTC ceases to hold the Obligations in book -entry form, all references herein to DTC shall be of no further force or effect. ARTICLE III ADDITIONAL OBLIGATIONS Section 3.01 Restrictions on Issuance of Senior Lien Obligations. Subsequent to the initial issuance of Obligations pursuant to this Indenture, Senior Lien Obligations may be issued if the requirements of (a), (b), (c) or (d) below are met. (a) The Senior Lien Obligations are issued for purposes of refunding Outstanding Senior Lien Obligations by providing funds for the payment of any or all of the following: (1) The Bond Obligation, redemption or purchase price (including premium, if any) of the Outstanding Senior Lien Obligations to be refunded; (2) All expenses incident to the calling, retiring or paying of such Outstanding Senior Lien Obligations, the Costs of Issuance of such refunding Senior Lien Obligations, and any termination payments or other payments to the holders of obligations of the Commission entered into pursuant to California Government Code Section 5922 (or any similar statute) related to such Outstanding Obligations; (3) Interest on all Outstanding Senior Lien Obligations to be refunded to the date such Senior Lien Obligations will be called for redemption or paid at maturity; (4) Interest on the refunding Senior Lien Obligations from the date thereof to the date of payment or redemption of the Senior Lien Obligations or to be refunded; (5) Fund; and Amounts necessary to fund a Senior Lien Obligations Reserve the Commission delivers a Certificate of the Commission to the effect that the Commission projects that (i) the Average Annual Debt Service on all Outstanding Obligations after the 40 OHSUSA:765989901.12 289 issuance of the proposed additional Senior Lien Obligations will be less than the Average Annual Debt Service on all Outstanding Obligations prior to the issuance of such proposed Senior Lien Obligations; (ii) the Annual Debt Service on all Outstanding Obligations after the issuance of the proposed additional Senior Lien Obligations will be less than the Annual Debt Service on all Outstanding Obligations prior to such issuance in each year through the stated maturity date of the Senior Lien Obligations being refunded; and that (iii) if the maturity date of such additional Senior Lien Obligations to be issued extends to a date later than the stated final maturity date of the Obligations being refunded, then Net Revenue in each Fiscal Year from and after the stated final maturity date of such refunded Obligations is projected to be not less than one hundred thirty percent (130%) of the Annual Debt Service payable in each such Fiscal Year with respect to all Outstanding Obligations, including the proposed additional Senior Lien Obligations. (b) The Commission delivers a Certificate of the Commission supported by a report of the Traffic Consultant to the effect that, as of the date of issuance of the additional Senior Lien Obligations (which may be issued to refund Sales Tax Revenue Bonds, the proceeds of which were used to finance the Project): (1) Net Revenue during the preceding Calculation Period ending not more than ninety (90) days prior to the date of delivery of the proposed additional Senior Lien Obligations, was sufficient to satisfy the requirements of Section 6.03(a) of this Indenture (which report may assume that a revision of the tolls that was approved and implemented by the Commission subsequent to the beginning of such Calculation Period had been in effect for the entire Calculation Period); (2) projected Net Revenue for the next Fiscal Year over the term of the proposed additional Senior Lien Obligations is expected to be sufficient to satisfy the requirements of Section 6.03(a) of this Indenture in each Fiscal Year (treating for purposes of such calculation TIFIA loans that are Senior Lien Obligations as Senior Lien Obligations). In calculating projected Net Revenue, the Traffic Consultant shall take into account amounts projected to be received from any adopted toll increase or increases (provided that no additional approvals need to be obtained and no additional requirements need to be satisfied in order to implement any such increase or increases) and any additional toll lanes and facilities to be designated as included within the definition of Toll Road; (3) if a TIFIA Loan Agreement is outstanding, projected Total Loan Life Coverage (as defined in the TIFIA Loan Agreement) for the current and each Fiscal Year during the term of the TIFIA Loan of at least 1.30; and (4) written evidence from the applicable Rating Agency or Rating Agencies that such Senior Lien Obligations and any TIFIA Obligations in the form of or securing payment of a TIFIA Loan will be rated at an investment grade rating by such Rating Agency. (c) The Senior Lien Obligations constitute Completion Obligations; provided, however, that prior to the incurrence of such Completion Obligations, the Commission shall furnish to the Trustee: 41 OHSUSA:765989901.12 290 (1) a certificate of a licensed architect or Consulting Engineer estimating the costs of completing the facilities for which such Completion Obligations are to be incurred; (2) a Certificate of the Commission certifying that the amount of such Completion Obligations to be incurred will be sufficient, together with other funds, if applicable, to complete construction of the facilities as estimated by the architect or Consulting Engineer in respect of which such Completion Obligation is to be incurred and pay capitalized interest, if any, on Commission Obligations Outstanding during the completion period; (3) if a TIFIA Loan is outstanding, a Certificate of the Commission to the effect that the principal amount of such Completion Obligation shall not exceed the maximum principal amount based on the TIFIA Lender's sensitivity analysis and feedback based on the Consulting Engineer's report; and (4) written evidence from the applicable credit rating agency or agencies that such Senior Lien Obligations and any TIFIA Obligations in the form of or securing payment of a TIFIA Loan will be rated at an investment grade rating by such credit rating agency. (d) The Commission issues not more than $135,000,000 principal amount and delivers a Certificate of the Commission certifying to the effect that, as of the date of issuance of the additional Senior Lien Obligations (which may be issued to refund Sales Tax Revenue Bonds, the proceeds of which were used to finance the Project): (1) Net Revenue during the preceding Calculation Period ending not more than ninety (90) days prior to the date of delivery of the proposed additional Senior Lien Obligations, was sufficient to satisfy the requirements of Section 6.03(a) of this Indenture (which report may assume that a revision of the tolls that was approved and implemented by the Commission subsequent to the beginning of such Calculation Period had been in effect for the entire Calculation Period) and 1.50 times Maximum Annual Debt Service; (2) projected Net Revenue for the next Fiscal Year of the proposed additional Senior Lien Obligations is expected to be sufficient to 1.50 times Maximum Annual Debt Service (treating for purposes of such calculation TIFIA Loans that are Senior Lien Obligations as Senior Lien Obligations). In calculating projected Net Revenue, the Traffic Consultant shall take into account amounts projected to be received from any adopted toll increase or increases (provided that no additional approvals need to be obtained and no additional requirements need to be satisfied in order to implement any such increase or increases) and any additional toll lanes and facilities to be designated as included within the definition of Toll Road; (3) if a TIFIA Loan Agreement is outstanding, projected Total Loan Life Coverage (as defined in the TIFIA Loan Agreement) for the current and each Fiscal Year during the term of the TIFIA Loan of at least 1.30; and 42 OHSUSA:765989901.12 291 (4) written evidence from the applicable Rating Agency or Rating Agencies that such Senior Lien Obligations and any TIFIA Obligations in the form of or securing payment of a TIFIA Loan will be rated at an investment grade rating by such Rating Agency. Section 3.02 Proceedings for Issuance of Additional Obligations. Whenever the Commission determines to issue Senior Lien Obligations subsequent to the initial issuance of Obligations pursuant to this Indenture and all Supplemental Indentures executed as of the same date, the Commission shall, in addition to fulfilling the requirements of Article II and Section 3.01, file with or provide to the Trustee: (a) a Certificate of the Commission stating that no Event of Default specified in Section 7.01 has occurred and is then continuing; (b) a Certificate of the Commission stating that the applicable requirements of Section 3.01 have been satisfied; (c) such amount, in cash or in the form of a Reserve Facility, as shall equal the Senior Lien Obligations Reserve Requirement, if any, for such Senior Lien Obligations for deposit in the Senior Lien Obligations Reserve Fund, as calculated by the Commission; (d) an Opinion of Bond Counsel to the effect that the Supplemental Indenture creating such Senior Lien Obligations has been executed and delivered by the Commission in accordance with this Indenture and that such Senior Lien Obligations, when duly executed by the Commission and authenticated and delivered by the Trustee, will be valid and binding obligations of the Commission; (e) a Certificate of the Commission stating that there has been no downgrade from the lower of the (i) then -existing credit ratings of Outstanding Senior Obligations and any Outstanding TIFIA Loan and (ii) credit ratings of Outstanding Senior Obligations and any Outstanding TIFIA Loan as of issuance date; and (0 such Additional Senior Lien Obligations shall not amortize before the commencement of debt service payments under any Outstanding TIFIA Loan. Section 3.03 Restrictions on Issuance of Second Lien Obligations or Additional Subordinate Obligations. Subsequent to the initial issuance of Obligations in the form of or securing payment of a TIFIA Loan pursuant to this Indenture, Second Lien Obligations or additional Subordinate Obligations (including Subordinate Obligations in the form of or securing payment of one or more TIFIA Loans) may be issued if the requirements of (a), (b) or (c) below are met. (a) The Second Lien Obligations or Subordinate Obligations, as applicable, are issued for purposes of refunding Outstanding Obligations by providing funds for the payment of any or all of the following: (1) The Bond Obligation, redemption or purchase price (including premium, if any) of the Outstanding Obligations to be refunded; 43 OHSUSA:765989901.12 292 (2) All expenses incident to the calling, retiring or paying of such Outstanding Second Lien Obligations or Outstanding Subordinate Obligations, the Costs of Issuance of such refunding Second Lien Obligations or Subordinate Obligations, and any termination payments or other payments to the holders of obligations of the Commission entered into pursuant to California Government Code Section 5922 (or any similar statute) related to such Outstanding Obligations; (3) Interest on all Outstanding Obligations to be refunded to the date such Obligations will be called for redemption or paid at maturity; (4) Interest on the refunding Second Lien Obligations or Subordinate Obligations from the date thereof to the date of payment or redemption of the Obligations to be refunded; (5) Any amounts necessary to fund a Second Lien Obligations Reserve Fund; and the Commission delivers a Certificate of the Commission to the effect that the Commission projects that the Annual Debt Service on all Outstanding Obligations after the issuance of the proposed additional Second Lien Obligations or Subordinate Obligations will be less than the Annual Debt Service on all Outstanding Obligations prior to the issuance of such proposed Second Lien Obligations or Subordinate Obligations in each year through the stated maturity date of such refunded Obligations; and that, if the maturity date of such additional Second Lien Obligations or Subordinate Obligations to be issued extends to a date later than the stated final maturity date of the Obligations being refunded, then Net Revenue in each Fiscal Year from and after the stated final maturity date of such refunded Obligations is projected to be not less one hundred thirty percent (130%) of the Annual Debt Service payable in each such Fiscal Year with respect to all Outstanding Obligations, including the proposed additional Second Lien Obligations or Subordinate Obligations. (b) The Commission delivers a report of the Traffic Consultant to the effect that, as of the date of issuance of the additional Second Lien Obligations or Subordinate Obligations: (1) Net Revenue during the preceding Calculation Period ending not more than ninety (90) days prior to the date of delivery of the proposed additional Second Lien Obligations or Subordinate Obligations, was sufficient to satisfy the requirements of Section 6.03(a) of this Indenture (which report may assume that a revision of the tolls that was approved and implemented by the Commission subsequent to the beginning of such Calculation Period had been in effect for the entire Calculation Period), and (2) projected Net Revenue for each Fiscal Year over the term of the proposed additional Second Lien Obligations or Subordinate Obligations is expected be sufficient to satisfy the requirements of Section 6.03(a)(2) and (3) of this Indenture in each Fiscal Year. In calculating projected Net Revenue, the Traffic Consultant shall take into account amounts projected to be received from any adopted toll increase or increases (provided that no additional approvals need to be obtained and no additional requirements 44 OHSUSA:765989901.12 293 need to be satisfied in order to implement any such increase or increases) and any additional toll lanes and facilities to be designated as included within the definition of Toll Road. (c) Such Second Lien Obligations or Subordinate Obligations constitute Completion Obligations; provided, however, that prior to the incurrence of such Completion Obligations, the Commission shall furnish to the Trustee: (1) a certificate of a licensed architect or Consulting Engineer estimating the costs of completing the facilities for which such Completion Obligations are to be incurred and pay capitalized interest, if any, on Commission Obligations Outstanding during the completion period, (2) a Certificate of the Commission certifying that the amount of such Completion Obligations to be incurred will be sufficient, together with other funds, if applicable, to complete construction of the facilities as estimated by the architect or a Consulting Engineer in respect of which such Completion Obligations is to be incurred, and (3) a Certificate of the Commission to the effect that the principal amount of such Completion Obligation shall not exceed the maximum principal amount based on the TIFIA Lender's sensitivity analysis and feedback based on the Consulting Engineer's report. Section 3.04 Proceedings for Issuance of Second Lien Obligations or Additional Subordinate Obligations. Whenever the Commission determines to issue Second Lien Obligations or Subordinate Obligations subsequent to the initial issuance of Subordinate Obligations pursuant to this Indenture and all Supplemental Indentures executed as of the same date, the Commission shall, in addition to fulfilling the requirements of Article II and Section 3.03, file with or provide to the Trustee: (a) a Certificate of the Commission stating that no Event of Default specified in Section 7.01 has occurred and is then continuing; (b) a Certificate of the Commission stating that the applicable requirements of Section 3.03 have been satisfied; (c) such amount, in cash or in the form of a Reserve Facility, as shall equal the Second Lien Obligations Reserve Requirement or Subordinate Obligations Reserve Requirement, if any, as of the date of issuance of such Series of Second Lien Obligations or Subordinate Obligations, for deposit in the Second Lien Obligations Reserve Fund or Subordinate Obligations Reserve Fund as applicable, as calculated by the Commission; and (d) an Opinion of Bond Counsel to the effect that the Supplemental Indenture creating such Series of Second Lien Obligations or Subordinate Obligations has been executed and delivered by the Commission in accordance with this Indenture and that such Series of Second Lien Obligations or Subordinate Obligations, when duly executed by the Commission 45 OHSUSA:765989901.12 294 and authenticated and delivered by the Trustee, will be valid and binding obligations of the Commission. Section 3.05 Subordinate Obligations; TIFIA Loans. Subsequent to the initial issuance of Senior Obligations in the form of or securing payment of a TIFIA Loan pursuant to this Indenture, the Commission may issue Subordinate Obligations hereunder in the form of or securing payment of a TIFIA Loan pursuant to TIFIA Loan Agreements containing provisions providing for such Subordinate Obligations to become Parity Obligations having a lien on Revenue on a parity with the Senior Lien Bonds upon the occurrence of a Bankruptcy Related Event of the Commission while such TIFIA Loan is held by the TIFIA Lender or another federal government agency or instrumentality. Section 3.06 Conditions for Merging of RCTC 91 Express Lanes and Toll Road. Upon Certification by the Commission that based on audited financial statements of the Commission, the Obligations hereunder and the outstanding obligations under the 2013 Indenture, if considered outstanding hereunder as if all such obligations had been issued hereunder, and treating as the Revenues hereunder to also include the "Revenues" pledged under the 2013 Indenture and the Toll Road to consist of all the facilities defined as "Toll Road" hereunder and under the 2013 Indenture, would produce, as a combined system, Net Revenues sufficient to satisfy the covenants of the Commission under Section 6.03 with respect to all such obligations considered outstanding and the covenants and conditions to the issuance of $1 of additional Senior Lien Obligations hereunder, then the Commission and the Trustee may execute, without the consent of the Holders, an amendment to this Indenture to effect the consolidation of the two Toll Roads and the outstanding debt secured thereby as issued and secured under this Indenture. ARTICLE IV REDEMPTION Section 4.01 Redemption and Purchase of Obligations. Each Series of Obligations may be made subject to mandatory or optional redemption or mandatory or optional tender and purchase prior to their respective stated maturities, as a whole or in part, at such time or times, upon such terms and conditions, at such prices, upon such notice and with such effect as may be provided in the Supplemental Indenture creating such Series of Obligations. Section 4.02 Notice of Redemption. Unless otherwise specified in a Supplemental Indenture creating a Series of Obligations, each notice of redemption shall be mailed by the Trustee, not less than twenty (20) nor more than sixty (60) days prior to the redemption date, to each Owner and to the MSRB. Notice of redemption to the Owners shall be given by first class mail. Each notice of redemption shall state the date of such notice, the date of issue of the Series of Obligations to which such notice relates, the redemption date, the redemption price, the place or places of redemption (including the name and appropriate address or addresses of the Trustee), the CUSIP number (if any) of the maturity or maturities, and, in the case of a Series of Obligations to be redeemed in part only, the identity of the Obligations to be redeemed. Except as provided in Section 4.03 in the case of conditional optional redemption, each such notice shall also state that on said date there will become due and payable on each of 46 OHSUSA:765989901.12 295 said Obligations the redemption price thereof, together with interest accrued thereon to the date fixed for redemption, and that from and after such redemption date interest thereon shall cease to accrue, and shall require that such Obligations be then surrendered at the address or addresses of the Trustee specified in the redemption notice. Neither the Commission nor the Trustee shall have any responsibility for any defect in the CUSIP number that appears on any Obligation or in any redemption notice with respect thereto, and any such redemption notice may contain a statement to the effect that CUSIP numbers have been assigned by an independent service for convenience of reference and that neither the Commission nor the Trustee shall be liable for any inaccuracy in such numbers. Failure of any Owner to receive any notice of redemption or any defect therein shall not affect the sufficiency of any proceedings for redemption. Section 4.03 Conditional Notice of Redemption; Rescission. Any notice of optional redemption of the Obligations delivered in accordance with Section 4.02 may be conditional, and if any condition stated in the notice of redemption shall not have been satisfied on or prior to the redemption date, said notice shall be of no force and effect and the Commission shall not be required to redeem the Obligations thereby called for redemption, such Obligations shall not become due and payable, and the redemption shall be cancelled and the Trustee shall within a reasonable time thereafter give notice, to the persons and in the manner in which the notice of redemption was given, that such condition or conditions were not met and that the redemption was cancelled. In addition, the Commission may, at its option, on or prior to the date fixed for optional redemption in any notice of redemption of the Obligations, rescind and cancel such notice of redemption by Written Request of the Commission to the Trustee, and any optional redemption of Obligations and notice thereof shall be rescinded and cancelled and the Trustee shall mail notice of such cancellation to the recipients of the notice of redemption being cancelled pursuant to the provisions of Section 4.02. Any optional redemption of Obligations and notice thereof shall be rescinded and cancelled if for any reason on the date fixed for optional redemption moneys are not available in the Redemption Fund or otherwise held in trust for such purpose in an amount sufficient to pay in full on said date the principal of, interest, and any premium due on the Obligations called for optional redemption and such failure to optionally redeem the Obligations called for redemption shall not be a default hereunder. Section 4.04 Effect of Redemption. Notice of redemption having been duly given as aforesaid or as otherwise provided in a Supplemental Indenture, and moneys for payment of the redemption price of, together with interest accrued to the redemption date on, the Obligations (or portions thereof) so called for redemption being held by the Trustee, on the redemption date designated in such notice, the Obligations (or portions thereof) so called for redemption shall become due and payable at the redemption price specified in this Indenture, together with interest accrued thereon to the date fixed for redemption, interest on the Obligations so called for redemption shall cease to accrue, said Obligations (or portions thereof) shall cease to be entitled to any benefit or security under this Indenture, and the Owners of said Obligations shall have no rights in respect thereof except to receive payment of said redemption price and accrued interest to the date fixed for redemption. Section 4.05 Partial Redemption of Obligations. Upon surrender of any Obligation to be redeemed in part only, the Commission shall execute, and the Trustee shall authenticate and deliver to the Owner of such Obligation, at the expense of the Commission, a new Obligation or Obligations of Authorized Denominations equal in Bond Obligation to the 47 OHSUSA:765989901.12 296 unredeemed portion of the Obligation surrendered, of the same Series, maturity and terms as the surrendered Obligation. ARTICLE V PLEDGE; FUNDS AND ACCOUNTS Section 5.01 Deposit of Revenue by Trustee; Toll Revenue Fund. (a) All Toll Revenues received and receivable by the Commission and pledged and assigned by this Indenture to the Trustee, together with the balance of the Trust Estate, are to be paid directly to the Trustee and deposited by it in the Funds and Accounts described in this Article V and held in trust for the purposes set forth herein, and, except as otherwise provided herein, shall not be subject to any lien, levy, garnishment or attachment by any creditor of the Commission nor shall they be subject to any assignment or hypothecation by the Commission. Subject only to the provisions of this Indenture permitting the application thereof for or to the purposes and on the terms and conditions set forth herein and therein, the Trustee shall be entitled to and shall collect and receive all of the Toll Revenues, and any Toll Revenues collected or received by the Commission shall be deemed to be held, and to have been collected or received, by the Commission as the agent of the Trustee and shall forthwith be paid by the Commission to the Trustee. Moneys on deposit in the Funds and Accounts described in this Article V (excluding the Rebate Fund, the Surplus Fund, the Sales Tax Revenue Bonds Account within the Project Fund, and any Fund or Account established to hold the proceeds of a drawing on any Credit Support Instrument) shall be held by the Trustee or the Commission, as applicable, in trust, and pending application in accordance with the provisions of this Article V shall be subject to a lien and charge in favor of the Holders until applied as hereinafter provided. The Trustee shall at all times maintain accurate records of deposits into such Funds and Accounts and the sources and timing of such deposits. (b) As long as any Obligations or Reserve Facility Costs remain unpaid, the Commission hereby assigns and shall cause Toll Revenues to be transmitted by the Toll Operator on at least a weekly basis directly to the Trustee for deposit in a trust fund, designated as the "Toll Revenue Fund," which Fund the Trustee shall establish and maintain in trust. Investment income on amounts held by the Trustee in the Toll Revenue Fund shall also be deposited in the Toll Revenue Fund. All moneys at any time held in the Toll Revenue Fund shall be held in trust for the benefit of the holders of the Obligations and shall be disbursed, allocated and applied solely for the uses and purposes set forth in this Indenture. Section 5.02 Establishment of Funds and Accounts. (a) In addition to the Toll Revenue Fund established pursuant to Section 5.01, the following Funds and Accounts are hereby established and created and shall be maintained in trust by the Trustee: (1) the Project Fund, and within the Project Fund, the Senior Lien Obligations Account, the Second Lien Obligations Account, the Subordinate Obligations 48 OHSUSA:765989901.12 297 Account, the Sales Tax Revenue Bonds Account, the Design -Build Contractor Payments Account and the Insurance and Condemnation Proceeds Account; (2) the Rebate Fund; (3) the Senior Lien Obligations Fund and, within the Senior Lien Obligations Fund, the Senior Lien Obligations Interest Account, the Senior Lien Obligations Principal Account and the TIFIA Loan Prepayment Account; (4) the Senior Lien Obligations Reserve Fund; (5) the Repair and Rehabilitation Fund and, within the Repair and Rehabilitation Fund, the R & R Sweep Reserve Account; (6) the Second Lien Obligations Fund and, within the Second Lien Obligations Fund, the Second Lien Obligations Interest Account and the Second Lien Obligations Principal Account; (7) the Second Lien Obligations Reserve Fund; (8) the Subordinate Obligations Fund and, within the Subordinate Obligations Fund, the Subordinate Obligations Interest Account, the Subordinate Obligations Principal Account and the TIFIA Loan Prepayment Account; (9) the Subordinate Obligations Reserve Fund; (10) the Holding Fund; (11) the Commission Loan Fund; (12) the Capital Expenditures Fund; and (13) the Residual Fund. and the following Funds are hereby established and created and shall be maintained by the Commission: (14) the Operation and Maintenance Fund and, within the Operation and Maintenance Fund, the Ramp Up Account; and (15) the Surplus Fund. In addition, upon the written request of the Commission, the Trustee shall establish and maintain additional temporary Funds or Accounts or sub -accounts for the purposes specified in any such request. (b) All of the Funds and Accounts (other than the Surplus Fund and the Operation and Maintenance Fund) shall be held by the Trustee and, except as expressly provided herein, the Commission shall not have any right to withdraw funds from any Fund or Account 49 OHSUSA:765989901.12 298 established pursuant to Section 5.02(a). The Commission hereby irrevocably authorizes the Trustee to credit funds to or deposit funds in, and to withdraw and transfer funds from, each Fund or Account in accordance with the terms of this Indenture. Section 5.03 Toll Revenue Fund; Priority of Deposits and Transfers. (a) From and after the Substantial Completion Date for the I-15 Express Lanes Project, except for amounts to be deposited in other Funds or Accounts pursuant to this Article, the Commission shall promptly deposit or cause to be deposited into the Toll Revenue Fund all Revenue and transfers from other Funds or Accounts as required by the terms of this Indenture. (b) From and after the Substantial Completion Date for the I-15 Express Lanes Project, subject to Section 5.25 hereof, including the delivery of a Funds Transfer Certificate by the Commission (to the extent required by such Section 5.25), the Trustee shall make the following transfers and payments from the Toll Revenue Fund in the amounts, at the times and only for the purposes specified below and in the following order of priority (it being agreed that no amount shall be transferred on any date pursuant to any clause below until amounts sufficient as of that Monthly Funding Date (to the extent applicable) for all the purposes specified under the prior clauses shall have been transferred or set aside): First, on each Monthly Funding Date, to the Operation and Maintenance Fund, including the Ramp Up Account within the Operation and Maintenance Fund, the amount necessary to increase the balance of the Operation and Maintenance Fund to an amount equal to the Operation and Maintenance Expenses then due and payable, plus one -sixth (1/6) of the Operation and Maintenance Expenses projected in accordance with the most recently -adopted Annual Operating Budget of the Commission to be due and payable during the Fiscal Year continuing or commencing on the day after such Monthly Funding Date; Second, on each Monthly Funding Date, any payments then due and payable by the Commission to the Rebate Fund or any similar rebate fund established with respect to any future tax-exempt borrowing transaction under this Indenture; Third, (x) on each Monthly Funding Date and on each other date on which the following amounts shall be due and payable, to the Senior Lien Obligations Interest Account the sum of (A)(1) in the case of Outstanding Senior Lien Obligations with semiannual interest payment dates, one -sixth (1/6) of the amount of the interest payable on such Senior Lien Obligations on the next interest payment date; (2) in the case of Outstanding Senior Lien Obligations with quarterly interest payment dates, one-third (1/3) of the amount of the interest payable on such Senior Lien Obligations on the next interest payment date; and (3) in the case of Outstanding Senior Lien Obligations with monthly interest payment dates, the amount of interest payable on such Senior Lien Obligations on the next interest payment date; plus (B) the sum of any continuing shortfall in transfers required to have been made to the Senior Lien Obligations Interest Account on any preceding Monthly Funding Date; plus (C) if such Monthly Funding Date is also an interest payment date or the last Monthly Funding Date before an interest payment date on any Senior Lien Obligations, any other amount required to make the amount credited to the Senior Lien Obligations Interest Account equal to the amount payable on such 50 OHSUSA:765989901.12 299 Senior Lien Obligations on such interest payment date; and (y) on each Monthly Funding Date, to the applicable Swap Parties, scheduled Hedging Obligations due under any Qualified Swap Agreements, if any, net of any scheduled amounts payable to the Commission with respect to such scheduled Hedging Obligations; provided, however, that with respect to Senior Obligations in the form of or securing payment of a TIFIA Loan, only the interest component of TIFIA Mandatory Debt Service shall be set aside pursuant to this Third clause; Fourth, on each Monthly Funding Date and on each other date on which the following amounts shall be due and payable, commencing twelve months before the first annual principal payment date (including any mandatory sinking fund redemption date) or six months before the first semi-annual principal payment date (including any mandatory sinking fund redemption date), to the Senior Lien Obligations Principal Account, the sum of (A)(1) in the case of Outstanding Senior Lien Obligations with annual principal or mandatory sinking fund payment dates, one -twelfth (1/12) of the principal and mandatory sinking fund redemptions due on such Senior Lien Obligations; and (2) in the case of Outstanding Senior Lien Obligations with semi-annual principal or mandatory sinking fund payment dates, one -sixth (1/6) of the principal and mandatory sinking fund redemptions due on such Senior Lien Obligations; and (B) the sum of any shortfall in transfers required to have been made to the Senior Lien Obligations Principal Account on any previous Monthly Funding Date; and (C) if the Monthly Funding Date is also a principal payment date (or mandatory sinking fund redemption date) or the last Monthly Funding Date before a principal payment date (or mandatory sinking fund redemption date) on any Senior Lien Obligations, any other amount required to make the amount credited to the Senior Lien Obligations Principal Account equal to the amount of principal due on such Senior Lien Obligations on such principal payment date or mandatory sinking fund redemption date; provided, however, that with respect to Senior Obligations in the form of or securing payment of a TIFIA Loan, only the principal component of TIFIA Mandatory Debt Service shall be set aside pursuant to this Fourth clause; Fifth, on each Monthly Funding Date, to the Senior Lien Obligations Reserve Fund (or the applicable Account therein) the amount necessary so that the balance therein equals the applicable Senior Lien Obligations Reserve Requirement; provided, however, that in the event that the Trustee shall have withdrawn moneys in the Senior Lien Obligations Reserve Fund or any Account therein for the purpose of paying principal of or interest on the applicable Senior Lien Obligations when due as provided in this Indenture, the Trustee shall limit such deposit to the Senior Lien Obligations Reserve Fund or the applicable Account therein, on each of the next six Monthly Funding Dates after such withdrawal, to an amount equal to one -sixth (1/6th) of the aggregate amount of each such withdrawal until the amount on deposit in the Senior Lien Obligations Reserve Fund (or the applicable Account therein) is equal to the applicable Senior Lien Obligations Reserve Requirement; provided further however, that in the event such requirements cannot be fully funded, the funds available shall be transferred to each Account in the Senior Lien Obligations Reserve Fund ratably in accordance with its respective shortfall; Sixth, on each Monthly Funding Date, to the extent sufficient funds are then available after application of funds for the purposes specified in the prior clauses of this Section 5.03(b), to the Repair and Rehabilitation Fund, an amount equal to the Alternative Repair and Rehabilitation Fund Required Deposit or, if no such deposit is then required to be made, an amount not to exceed the Scheduled Repair and Rehabilitation Fund Required Deposit 51 OHSUSA:765989901.12 300 for such Monthly Funding Date. If sufficient funds are not then available on a particular Monthly Funding Date, after application of funds for the purposes specified in the prior clauses, to fund the Scheduled Repair and Rehabilitation Fund Required Deposit or Alternative Repair and Rehabilitation Fund Required Deposit, as applicable, or if the Commission has elected to defer all or a portion of the Scheduled Repair and Rehabilitation Fund Required Deposit for a prior Monthly Funding Date or Monthly Funding Dates, the Commission may use funds on each subsequent Monthly Funding Date to satisfy the cumulative shortfall in the Scheduled Repair and Rehabilitation Fund Required Deposit or Alternative Repair and Rehabilitation Fund Required Deposit, as applicable, from previous Monthly Funding Dates; Seventh, in the event the Commission has Senior Obligations outstanding in the form of or securing payment of a TIFIA Loan, on each Monthly Funding Date commencing on the Monthly Funding Date that is six months prior to the date on which TIFIA Scheduled Debt Service is first due and payable, to the Senior Obligations Interest Account, an amount which equals one -sixth (1/6) of the TIFIA Scheduled Debt Service (excluding any amounts already set aside on such Monthly Funding Date to be applied to TIFIA Mandatory Debt Service in accordance with the Third and Fourth clauses above) due and payable on the immediately succeeding payment date for such TIFIA Loan; Eighth, on each Monthly Funding Date, to the extent sufficient funds are then available after application of funds for the purposes specified in the prior clauses of this Section 5.03(b), to the Repair and Rehabilitation Sweep Reserve Account, all funds until the R&R Sweep Reserve Amount is on deposit therein; Ninth, (x) on each Monthly Funding Date and on each other date on which the following amounts shall be due and payable, to the Second Lien Obligations Interest Account the sum of (A)(1) in the case of Outstanding Second Lien Obligations with semiannual interest payment dates, one -sixth (1/6) of the amount of the interest payable on such Second Lien Obligations on the next interest payment date; (2) in the case of Outstanding Second Lien Obligations with quarterly interest payment dates, one-third (1/3) of the amount of the interest payable on such Second Lien Obligations on the next interest payment date; and (3) in the case of Outstanding Second Lien Obligations with monthly interest payment dates, the amount of interest payable on such Second Lien Obligations on the next interest payment date; plus (B) the sum of any continuing shortfall in transfers required to have been made to the Second Lien Obligations Interest Account on any preceding Monthly Funding Date; plus (C) if such Monthly Funding Date is also an interest payment date or the last Monthly Funding Date before an interest payment date on any Second Lien Obligations, any other amount required to make the amount credited to the Second Lien Obligations Interest Account equal to the amount payable on such Second Lien Obligations on such interest payment date, and (y) on each Monthly Funding Date, to the applicable Swap Parties, scheduled payments due under any Hedging Obligations, if any, net of any scheduled amounts payable to the Commission with respect to such scheduled Hedging Obligations, under any Swaps entered into in connection with such Second Lien Obligations; Tenth, on each Monthly Funding Date and on each other date on which the following amounts shall be due and payable, commencing twelve months before the first annual principal payment date (including any mandatory sinking fund redemption date) or six months 52 OHSUSA:765989901.12 301 before the first semi-annual principal payment date (including any mandatory sinking fund redemption date), to the Second Lien Obligations Principal Account, the sum of (A)(1) in the case of Outstanding Second Lien Obligations with annual principal or mandatory sinking fund payment dates, one -twelfth (1/12) of the principal and mandatory sinking fund redemptions due on such Second Lien Obligations; and (2) in the case of Outstanding Second Lien Obligations with semi-annual principal or mandatory sinking fund payment dates, one -sixth (1/6) of the principal and mandatory sinking fund redemptions due on such Second Lien Obligations; (B) the sum of any shortfall in transfers required to have been made to the Second Lien Obligations Principal Account on any previous Monthly Funding Date; and (C) if the Monthly Funding Date is also a principal payment date (or mandatory sinking fund redemption date) or the last Monthly Funding Date before a principal payment date (or mandatory sinking fund redemption date) on any Second Lien Obligations, any other amount required to make the amount credited to the Second Lien Obligations Principal Account equal to the amount of principal due on such Second Lien Obligations on such principal payment date or mandatory sinking fund redemption date; Eleventh, on each Monthly Funding Date, to the Second Lien Obligations Reserve Fund (or the applicable Account therein), the amount necessary so that the balance therein equals the applicable Second Lien Obligations Reserve Requirement; provided, however, that in the event that the Trustee shall have withdrawn moneys in the Second Lien Obligations Reserve Fund therein for the purpose of paying principal of or interest on the applicable Second Lien Obligations secured thereby when due as provided in this Indenture, the Trustee shall limit such deposit to the Second Lien Obligations Reserve Fund, on each of the next six Monthly Funding Dates after such withdrawal, to an amount equal to one -sixth (1/6th) of the aggregate amount of each such unreplenished withdrawal until the amount on deposit in the Second Lien Obligations Reserve Fund is equal to the applicable Second Lien Obligations Reserve Requirement; provided, further however, that in the event such requirements cannot be fully funded, the funds available shall be transferred to each Account in the Second Lien Obligations Reserve Fund ratably in accordance with its respective shortfall; Twelfth, (x) on each Monthly Funding Date and on each other date on which the following amounts shall be due and payable, to the Subordinate Obligations Interest Account the sum of (A)(1) in the case of Outstanding Subordinate Obligations with semi-annual interest payment dates, one -sixth (1/6) of the interest payable on such Subordinate Obligations on the next interest payment date; (2) in the case of Outstanding Subordinate Obligations with quarterly interest payment dates, one-third (1/3) of the amount of the interest payable on such Subordinate Obligations on the next interest payment date; and (3) in the case of Outstanding Subordinate Obligations with monthly interest payment dates, the interest payable on such Subordinate Obligations on the next interest payment date; plus (B) the sum of any continuing shortfall in transfers required to have been made to the Subordinate Obligations Interest Account on any preceding Monthly Funding Date; plus (C) if such Monthly Funding Date is also an interest payment date or the last Monthly Funding Date before an interest payment date on any Subordinate Obligations, any other amount required to make the amount credited to the Subordinate Obligations Interest Account equal to the interest payable on such Subordinate Obligations on such interest payment date; provided, however, that with respect to Subordinate Obligations in the form of or securing payment of a TIFIA Loan, only the interest component of TIFIA Mandatory Debt Service shall be set aside pursuant to this Eleventh clause; 53 OHSUSA:765989901.12 302 Thirteenth, on each Monthly Funding Date and on each other date on which the following amounts shall be due and payable, commencing twelve months before the first annual principal payment date (including any mandatory sinking fund redemption date) or six months before the first semi-annual principal payment date (including any mandatory sinking fund redemption date), to the Subordinate Obligations Principal Account the sum of (A)(1) in the case of Outstanding Subordinate Obligations with annual principal payment date, one -twelfth (1/12) of the principal due on such Subordinate Obligations on the next principal payment date; and (2) in the case of Outstanding Subordinate Obligations with semi-annual principal payment dates, one -sixth (1/6) of the principal redemptions due on such Subordinate Obligation on the next principal payment date; plus (B) the sum of any shortfall in transfers required to have been made to the Subordinate Obligations Principal Account on any previous Monthly Funding Date; plus (C) if the Monthly Funding Date is also a principal payment date or the last Monthly Funding Date before a principal payment date (or mandatory sinking fund redemption date) on any Subordinate Obligations, any other amount required to make the amount credited to the Subordinate Obligations Principal Account equal to the amount of principal due on such Subordinate Obligation on such principal payment date or mandatory sinking fund redemption date provided, however, that with respect to Subordinate Obligations in the form of or securing payment of a TIFIA Loan, only the principal component of the TIFIA Mandatory Debt Service shall be set aside pursuant to the Twelfth clause; Fourteenth, on each Monthly Funding Date, to the Subordinate Obligations Reserve Fund (or the applicable Account therein), the amount, if any, necessary to increase the balance therein (taking into account amounts then on deposit therein) to the Subordinate Obligations Reserve Requirement; Fifteenth, in the event the Commission has Subordinate Obligations outstanding in the form of or securing payment of a TIFIA Loan, on each Monthly Funding Date commencing on the Monthly Funding Date that is six months prior to the date on which TIFIA Scheduled Debt Service is first due and payable, to the Subordinate Obligations Interest Account, an amount which equals one -sixth (1/6) of the TIFIA Scheduled Debt Service (excluding any amounts already set aside on such Monthly Funding Date to be applied to TIFIA Mandatory Debt Service in accordance with the Ninth and Tenth clauses above) due and payable on the immediately succeeding payment date for such TIFIA Loan; Sixteenth, on each Monthly Funding Date, to the Holding Fund the remaining amount of any Toll Revenues; Seventeenth, on each Monthly Funding Date, provided the Blocked Payment Conditions have been met, to the Commission Loan Fund the remaining amount of any Toll Revenues to the extent the Commission Loan remains outstanding; Eighteenth, on each Monthly Funding Date, to the Capital Expenditures Fund to the extent necessary to fund such Fund on a monthly pro-rata basis in such Fiscal Year so that the balance therein (taking into account all amounts then on deposit therein) equals the aggregate amount of Capital Expenditures Fund Permitted Expenditures indicated for the Fiscal Year in the Annual Operating Budget, which amount may be $0; provided, however, that in no event shall 54 OHSUSA:765989901.12 303 the total of all amounts transferred into the Capital Expenditures Fund exceed the Capital Expenditures Fund Deposits Cap; Nineteenth, on each Monthly Funding Date and on each other date on which the following amounts shall be due and payable, to the counterparties to Qualified Swap Agreements or Swaps, an amount equal to any Hedging Termination Obligations payable upon a termination of any such Qualified Swap Agreements or Swaps; and Twentieth, on each Monthly Funding Date, and only to the extent funds are then available after application of funds for the purposes specified in the prior First through Eighteenth clauses and only to the extent all Reserve Funds are funded to the full future scheduled amount of the Reserve Requirement, on such Monthly Funding Date, to the Residual Fund, all remaining amounts, if any. (c) To the extent that on any Calculation Date or any other date of determination requested by the Commission, the Commission determines that (i) the amounts on deposit in the Senior Lien Obligations Reserve Fund are in excess of the applicable Senior Lien Obligations Reserve Requirement, (ii) the amounts on deposit in the Second Lien Obligations Reserve Fund are in excess of the applicable Second Lien Obligations Reserve Requirement, (iii) amounts on deposit in the Subordinate Obligations Reserve Fund are in excess of the applicable Subordinate Obligations Reserve Requirement, (iv) the amounts on deposit in the Repair and Rehabilitation Fund (other than the R & R Sweep Reserve Account therein) are certified by the Commission to be in excess of what is required for expected Repair and Rehabilitation Fund Permitted Expenditures, or (v) the amounts on deposit in the Capital Expenditures Fund are (A) certified by the Commission to no longer be needed for making Capital Expenditures Fund Permitted Expenditures, or (B) in excess of the Capital Expenditures Fund Deposits Cap, then in each such case, as applicable, the excess amounts shall be transferred into the Toll Revenue Fund. Section 5.04 Proiect Fund. (a) Accounts. Pursuant to Section 5.02(a) hereof, the Trustee is to establish and create and maintain in trust the following separate Accounts within the Project Fund: (1) the Senior Lien Obligations Account; (2) the Second Lien Obligations Account; (3) the Subordinate Obligations Account; (4) the Sales Tax Revenue Bonds Account; (5) the Design -Build Contractor Payments Account; and (6) the Insurance and Condemnation Proceeds Account. Project Costs shall be paid from the Project Fund and its Accounts, including the Senior Lien Obligations Account, the Second Lien Obligations Account, the Subordinate 55 OHSUSA:765989901.12 304 Obligations Account, the Sales Tax Revenue Bonds Account, the Design -Build Contractor Payments Account and the Insurance and Condemnation Proceeds Account as described below. The Commission shall be entitled to open new Accounts of the Project Fund for such purposes as may be set forth in a Supplemental Indenture. (b) Senior Lien Obligations Account. The net proceeds of each Series of the Senior Lien Obligations shall be deposited by the Trustee into the applicable sub -account of the Senior Lien Obligations Account as provided by the applicable Supplemental Indenture. The Senior Lien Obligations Account and all sub -accounts therein shall be maintained in order to account for the receipt and disbursement of proceeds (and all earnings thereon) of the Senior Lien Obligations, including but not limited to, the payment of, or reimbursement for a prior payment of, Costs of Issuance of Senior Lien Obligations and other Project Costs permitted to be paid with the proceeds of such Senior Lien Obligations. Funds therein shall be disbursed pursuant to a Funds Transfer Certificate in accordance with the provisions of Section 5.25. Notwithstanding anything to the contrary set forth herein, the amounts on deposit in any such sub -account of the Senior Lien Obligations Account (and all earnings thereon) shall secure only the Senior Lien Obligations issued to fund the initial deposit to such sub -account, and such amounts shall be held by the Trustee hereunder solely for the benefit of the holders of such Senior Lien Obligations until such funds have been disbursed in accordance with this Section. (c) Second Lien Obligations Account. The net proceeds of Second Lien Obligations shall be deposited by the Trustee into the applicable sub -account of the Second Lien Obligations Account as provided by the applicable Supplemental Indenture. The Second Lien Obligations Account and all sub -accounts therein shall be maintained in order to account for the receipt and disbursement of proceeds (and all earnings thereon) of the Second Lien Obligations, including but not limited to, the payment of, or reimbursement for a prior payment of, Costs of Issuance of Second Lien Obligations and other Project Costs permitted to be paid with the proceeds of such Second Lien Obligations. Funds therein shall be disbursed pursuant to a Funds Transfer Certificate in accordance with the provisions of Section 5.25. Notwithstanding anything to the contrary set forth herein, the amounts on deposit in any such sub -account of the Second Lien Obligations Account (and all earnings thereon) shall secure only the Second Lien Obligations issued to fund the initial deposit to such sub -account, and such amounts shall be held by the Trustee hereunder solely for the benefit of the holders of such Second Lien Obligations until such funds have been disbursed in accordance with this Section. (d) Subordinate Obligations Account. The net proceeds of Subordinate Obligations shall be deposited by the Trustee into the applicable sub -account of the Subordinate Obligations Account as provided by the applicable Supplemental Indenture. The Subordinate Obligations Account and all sub -accounts therein shall be maintained in order to account for the receipt and disbursement of proceeds (and all earnings thereon) of the Subordinate Obligations, including but not limited to, the payment of, or reimbursement for a prior payment of, Costs of Issuance of Subordinate Obligations and other Project Costs permitted to be paid with the proceeds of such Subordinate Obligations. Funds therein shall be disbursed pursuant to a Funds Transfer Certificate in accordance with the provisions of Section 5.25. The net proceeds of each draw under each TIFIA Loan Agreement shall be deposited on the respective funding date of such draw in a dedicated sub -account of the Subordinate Obligations Account in accordance with, and used for the payment of Eligible Project Costs (as such term is defined in the 56 OHSUSA:765989901.12 305 applicable TIFIA Loan Agreement) in accordance with the applicable TIFIA Loan Agreement. Notwithstanding anything to the contrary set forth herein, the amounts on deposit in any such sub -account of the Subordinate Obligations Account (and all earnings thereon) shall secure only the Obligations in the form of or securing payment of the related TIFIA Loan, and such amounts shall be held by the Trustee hereunder solely for the benefit of the TIFIA Lender until such funds have been disbursed in accordance with this Section. (e) Sales Tax Revenue Bonds Account. The proceeds of the 2017 Sales Tax Revenue Bonds will be transferred to the Trustee and deposited by the Trustee into the Sales Tax Revenue Bonds Account and will be used to pay Sales Tax Eligible Project Costs in accordance with the provisions hereof and of the Sales Tax Revenue Bond Indenture. The Commission shall comply with Section 5.25, including the delivery of a Funds Transfer Certificate (to the extent required by such Section 5.25), and with the applicable provisions of the Sales Tax Revenue Bond Indenture in requesting a disbursement of funds from time to time from the Sales Tax Revenue Bonds Account. (0 Design -Build Contractor Payments Account. Amounts, including but not limited to liquidated damages, payable to or received by the Commission from the Design -Build Contractor shall be transferred to the Trustee and deposited by the Trustee into the Design -Build Contractor Payments Account and used to pay Project Costs. The Commission shall comply with Section 5.25, including the delivery of a Funds Transfer Certificate (to the extent required by such Section 5.25) in requesting a disbursement of funds from time to time from the Design - Build Contractor Payments Account. (g) Insurance and Condemnation Proceeds Account. Proceeds of fire and other casualty insurance payable to or received by the Commission with respect to the Toll Road (whether by way of claims, return of premiums, ex gratia settlements or otherwise), and proceeds of any condemnation awards payable to or received by the Commission with respect to the Toll Road shall be transferred to the Trustee and deposited by the Trustee into the Insurance and Condemnation Proceeds Account. If received prior to the applicable Substantial Completion Date, amounts on deposit in such account shall be used to pay Project Costs and shall be transferred in accordance with subsection (h) below. If received after the applicable Substantial Completion Date, amounts on deposit in the Insurance and Condemnation Proceeds Account may be used by the Commission to pay the costs of restoration, repair or rehabilitation of the Toll Road or portion thereof to which such insurance or condemnation proceeds relate; provided, however, that any portion of such amounts that the Commission elects not to use for such restoration, repair or rehabilitation of the Toll Road or that are in excess of the amount needed for such restoration, repair or rehabilitation of the Toll Road, as evidenced by a Certificate of the Commission delivered to the Trustee, shall be transferred to the Redemption Fund and applied to the prepayment of principal of Outstanding Highest Priority Obligations. The Commission shall comply with Section 5.25, including the delivery of a Funds Transfer Certificate (to the extent required by such Section 5.25) in requesting a disbursement of funds from time to time from the Insurance and Condemnation Proceeds Account. (h) Transfers Upon Substantial and Final Completion. On the Substantial Completion Date (as evidenced by delivery to the Trustee of a Certificate of the Commission), the Trustee shall deposit into the Operations and Maintenance Fund $[7,000,000] of funds on 57 OHSUSA:765989901.12 306 deposit in the Project Fund (or, if the remaining balance of such Fund is less than $[7,000,000] on the date of such deposit, the amount of such remaining balance). Except as otherwise required by any applicable law, to the extent that on the date of final completion of the construction of the I-15 Express Lanes Project, as evidenced by the delivery to the Trustee of a Certificate of the Commission, there shall be any other funds remaining on deposit in the Project Fund (or any Account thereof), such funds will be deposited into the Toll Revenue Fund; provided, however, that any excess funds remaining on deposit in the Sales Tax Revenue Bonds Account, other than proceeds of the Commission Loan, shall be transferred to the Commission (if the Commission provides an Opinion of Bond Counsel that such transfer is appropriate in order to not adversely affect the tax-exempt status of interest on the Sales Tax Revenue Bonds. Section 5.05 Commission Initial Loan and Commission Backstop Loan Contribution to Project. (a) Commission Initial Loan. The Commission has heretofore expended approximately $[62,000,000] of its Sales Tax Revenues and other funds on Project Costs and such expenditures are part of the equity contribution of the Commission. In addition, the Commission hereby covenants to make available for deposit the following amounts in the years indicated below (on the Monthly Funding Date preceding June 1 within each such Fiscal Year) into the Revenue Fund, such amounts to consist of the scheduled Commission Initial Loan to the Project (such payments to be requested by a written certificate of the Trustee as to the need for such funds delivered to the Sales Tax Trustee under the Sales Tax Revenue Bond Indenture and to the Commission), as follows: Fiscal Year (ending June 30) Equity Loan Amount 2019 $3,000,000 2020 3,000,000 2021 3,000,000 2022 3,000,000 2023 3,000,000 2024 3,000,000 Such deposits are expected to be made by the Commission from Sales Tax Revenues of the Commission held by the Sales Tax Trustee under the Sales Tax Revenue Bond Indenture for such purpose in the I-15 Trust Fund. The Trustee shall maintain a record of the outstanding balance of the Commission Loan, together with interest thereon at the Commission Loan Rate, such interest to be compounded on each June 1 and December 1 until paid. The proceeds of the Commission Initial Loan shall be deposited into the Toll Revenue Fund and treated as Revenues and shall only be requested by the Trustee to the extent Toll Revenues are not sufficient by the Monthly Funding Date preceding June 1 to make the deposits 58 OHSUSA:765989901.12 307 required by the purposes specified in the First through Fifth clauses of Section 5.03(b); provided that prior to the Substantial Completion Date, proceeds of the Commission Initial Loan shall be deposited in the Senior Obligations Reserve Fund, if necessary, to increase the balance therein to the Senior Obligations Reserve Requirement. (b) Commission Backstop Loan. The Commission further covenants to provide additional funds as a conditional backstop in the event Toll Revenues are insufficient in the Fiscal Years 2025 through 2039 in an annual amount not to exceed $[3,850,000] in any such year and in the aggregate not to exceed [$38,500,000.] Such amounts shall be requested by the Trustee from the Sales Tax Trustee only upon a certification that there is a deficiency in Toll Revenues necessary to make the deposits required by the purposes specified in the First through Fifth clauses of Section 5.03(b) on any Monthly Funding Date and the amount requested shall be only in the amount of such deficiency subject to the limits set forth above. Such amounts shall be deposited with the Trustee from amounts on deposit in the I-15 Trust Fund held by the Sales Tax Trustee under the Sales Tax Revenue Bond Indenture. Any such amount deposited with the Trustee shall increase the outstanding balance of the Commission Loan on the date of such transfer. Section 5.06 Operation and Maintenance Fund. (a) The Commission shall establish and maintain the Operation and Maintenance Fund in accordance herewith. On the Substantial Completion Date, the Commission shall provide such funds as are necessary to increase the funds on deposit in the Ramp Up Account of the Operations and Maintenance Fund to the amount of $[14,000,000] (the "Ramp Up Reserve"). (b) The Commission shall thereafter apply the funds in the Operation and Maintenance Fund and the amounts transferred to the Operation and Maintenance Fund under Article V of this Indenture for the payment of Operation and Maintenance Expenses in accordance with the terms of this Indenture. Section 5.07 Capital Expenditures Fund. (a) The Trustee shall cause amounts in the Toll Revenue Fund, to the extent available, to be deposited into the Capital Expenditures Fund on each Monthly Funding Date in accordance with clause Seventeenth of Section 5.03(b). Any amounts on deposit in the Capital Expenditures Fund that are (i) certified by the Commission to no longer be needed for making Capital Expenditures Fund Permitted Expenditures, or (ii) in excess of the Capital Expenditures Fund Deposits Cap, shall be applied in accordance with the requirements of Section 5.03(c) of this Indenture. (b) On any date on which Capital Expenditures Fund Permitted Expenditures are due and payable or reasonably expected to become due and payable, monies on deposit in the Capital Expenditures Fund shall be applied by the Trustee pursuant to a Written Request of Commission to pay such Capital Expenditures Fund Permitted Expenditures. (c) If, after transferring any funds then on deposit in the Residual Fund in accordance with Section 5.12(c) hereof, on the Business Day prior to an interest payment date or 59 OHSUSA:765989901.12 308 principal payment date, the amount then on deposit in the Senior Lien Obligations Fund, the Second Lien Obligations Fund or the Subordinate Obligations Fund is insufficient to pay the principal of, and/or interest on, the related Senior Lien Obligations, Second Lien Obligations and/or Subordinate Obligations secured thereby then due, the Trustee shall make the following transfers from amounts on deposit in the Capital Expenditures Fund in the following order of priority; first, to the Senior Lien Obligations Fund, the amount necessary to pay principal and interest due and payable on such interest payment date or principal payment date on the Senior Lien Obligations; second, to the Second Lien Obligations Fund, the amount necessary to pay principal and interest due and payable on such interest payment date or principal payment date on the Second Lien Obligations and third, to the Subordinate Obligations Fund, the amount necessary to pay principal and interest due and payable on such interest payment date or principal payment date on the Subordinate Obligations. Section 5.08 Senior Lien Obligations Reserve Fund. (a) On the date of issuance of any Series of Senior Lien Obligations that has a Senior Lien Obligations Reserve Requirement, the Senior Lien Obligations Reserve Requirement for those Senior Lien Obligations shall be deposited in the Senior Lien Obligations Reserve Fund in an Account solely for the benefit of those Senior Lien Obligations. Alternatively, the Supplemental Indenture for any Series of Senior Lien Obligations may establish a pooled Senior Lien Obligations Reserve Requirement for that Series of Senior Lien Obligations and any one or more subsequently issued Series of Senior Lien Obligations with the same pooled Senior Lien Obligations Reserve Requirement, in which case the Senior Lien Obligations Reserve Requirement for the initial issue of such Senior Lien Obligations shall be deposited in the Senior Lien Obligations Reserve Fund in an Account solely for the benefit of those Senior Lien Obligations and any additional Senior Lien Obligations with the same pooled Senior Lien Obligations Reserve Requirement, and on the date of issuance of any such additional Senior Lien Obligations, there shall be deposited in the Account the amount necessary to increase the balance in the Account to an amount equal to the Senior Lien Obligations Reserve Requirement for all Senior Lien Obligations secured by that Account. (b) Monies on deposit in each Account within the Senior Lien Obligations Reserve Fund shall be applied by the Trustee as follows: (1) If on any (x) interest payment date for Senior Lien Obligations secured by an Account within the Senior Lien Obligations Reserve Fund, (y) principal payment date for such Senior Lien Obligations or (z) redemption date on which such Senior Lien Obligations are subject to mandatory sinking fund redemption, the amount on deposit in the applicable Account of the Senior Lien Obligations Fund, determined after taking into account all amounts transferred to such Account of the Senior Lien Obligations Fund in accordance with clauses Third and Fourth of Section 5.03(b), and amounts transferred from the following Funds in the following order of priority, the Residual Fund, the Capital Expenditures Fund, the Repair and Rehabilitation Fund and the Toll Revenue Fund in accordance with this Indenture on or prior to such date, is not sufficient to pay interest and/or principal and/or the redemption price (excluding any redemption premium) due on such Senior Lien Obligations, then moneys shall be transferred to the Senior Lien Obligations Interest Account and/or the Senior Lien 60 OHSUSA:765989901.12 309 Obligations Principal Account, as applicable, from the applicable Account of the Senior Lien Obligations Reserve Fund which, together with moneys then on deposit in the applicable Account of the Senior Lien Obligations Fund, will be sufficient to pay interest and/or principal and/or the redemption price (excluding any redemption premium) due on such Senior Lien Obligations on such date. Moneys shall be transferred first to the Senior Lien Obligations Interest Account until such Account, together with any available funds then on deposit in the Senior Lien Obligations Interest Account, is sufficiently funded with respect to such Senior Lien Obligations and thereafter, to the Senior Lien Obligations Principal Account until such Account, together with any available funds then on deposit in the Senior Lien Obligations Principal Account, is sufficiently funded with respect to such Senior Lien Obligations. (2) Upon the maturity of Senior Lien Obligations secured by funds on deposit in an Account of the Senior Lien Obligations Reserve Fund or upon the earlier redemption of all or any portion of such Senior Lien Obligations, the Commission may direct the Trustee to transfer amounts on deposit in the applicable Account within the Senior Lien Obligations Reserve Fund to the Senior Lien Obligations Principal Account for application to the final payment of principal of all or a portion of the Senior Lien Obligations secured thereby or to an escrow account established for defeasance of such Senior Lien Obligations pursuant to Article X hereof, provided that, if less than all of the Senior Lien Obligations mature or are redeemed, the amount remaining on deposit in such Account of the Senior Lien Obligations Reserve Fund following any such transfer shall not be less than the Senior Lien Obligations Reserve Requirement applicable to the Senior Lien Obligations secured thereby to remain Outstanding. (3) Except as provided in paragraph (2) above, any amounts on deposit in an Account of the Senior Lien Obligations Reserve Fund in excess of the applicable Senior Lien Obligations Reserve Requirement shall be applied in accordance with Section 5.03(c) of this Indenture. (c) The lien on the Senior Lien Obligations Reserve Fund (and all earnings thereon) shall apply only to the Senior Lien Obligations and the related interest of the Holder of such Senior Lien Obligations with respect to amounts on deposit in such Fund from time to time, and such amounts shall be solely for the benefit of such holder of Senior Lien Obligations until such funds have been disbursed in accordance with this Section. If necessary, the Commission shall instruct the Trustee to create Accounts within the Senior Lien Obligations Reserve Fund to facilitate compliance with the provisions of this paragraph. (d) The Senior Lien Obligations Reserve Requirement for any Series of Senior Lien Obligations may be permitted or required by the Supplemental Indenture establishing the Senior Lien Obligations Reserve Requirement to be funded in whole or in part with a Reserve Facility. The terms and conditions for any Reserve Facility shall be set forth in the Reserve Facility or the Supplemental Indenture establishing the Senior Lien Obligations Reserve Requirement to be met in whole or in part by the Reserve Facility, provided that those terms and conditions shall conform to and be consistent with the provisions set forth in this Section 5.08. The Trustee shall withdraw cash (and liquidate investments to produce cash) and draw on Reserve Facilities in or with respect to any Account in the Senior Lien Obligations 61 OHSUSA:765989901.12 310 Reserve Fund to fund payments of principal of and interest on Senior Lien Obligations supported by such Account in the Senior Lien Obligations Reserve Fund in the manner and in the order specified herein and in the applicable Supplemental Indenture or Supplemental Indentures. This Indenture shall not be discharged until all Reserve Facility Costs owing to a Reserve Facility Provider have been paid in full. (e) Upon the occurrence of a Bankruptcy Related Event of which the Trustee shall be notified in writing, any Account within the Subordinate Obligations Reserve Fund that secures payment of the principal and interest on a Subordinate Obligation in the form of or securing payment of a TIFIA Loan, will become an Account within the Senior Lien Obligations Reserve Fund, will be funded on a parity with any other Accounts within the Senior Lien Obligations Reserve Fund and will be available only to pay principal and interest on the Parity Obligation in the form of or securing payment of such TIFIA Loan. The Parity Obligation in the form of or securing payment of a TIFIA Loan will not be secured by any other Account within the Senior Lien Obligations Reserve Fund. Section 5.09 Second Lien Obligations Reserve Fund. (a) On the date of issuance of any Series of Second Lien Obligations that has a Second Lien Obligations Reserve Requirement, the Second Lien Obligations Reserve Requirement for those Second Lien Obligations shall be deposited in the Second Lien Obligations Reserve Fund in an Account solely for the benefit of those Second Lien Obligations. Alternatively, the Supplemental Indenture for any Series of Second Lien Obligations may establish a pooled Second Lien Obligations Reserve Requirement for those Second Lien Obligations and any one or more subsequently issued Second Lien Obligations with the same pooled Second Lien Obligations Reserve Requirement, in which case the Second Lien Obligations Reserve Requirement for the initial issue of such Second Lien Obligations shall be deposited in the Second Lien Obligations Reserve Fund in an Account solely for the benefit of those Second Lien Obligations and any additional Second Lien Obligations with the same pooled Second Lien Obligations Reserve Requirement, and on the date of issuance of any such additional Second Lien Obligations, there shall be deposited in the Account the amount necessary to increase the balance in the Account to an amount equal to the Second Lien Obligations Reserve Requirement for all Second Lien Obligations secured by that Account. (b) Monies on deposit in each Account within the Second Lien Obligations Reserve Fund shall be applied by the Trustee as follows: (1) If on any (x) interest payment date for Second Lien Obligations secured by an Account within the Second Lien Obligations Reserve Fund, (y) principal payment date for such Second Lien Obligations or (z) redemption date on which such Second Lien Obligations are subject to mandatory sinking fund redemption, the amount on deposit in the applicable Account of the Second Lien Obligations Fund, determined after taking into account all amounts transferred to such Account of the Second Lien Obligations Fund in accordance with clauses Ninth and Tenth of Section 5.03(b), and amounts transferred from the following Funds in the following order of priority, the Residual Fund, the Capital Expenditures Fund, the Repair and Rehabilitation Fund and the Toll Revenue Fund in accordance with this Indenture on or prior to such date, is not 62 OHSUSA:765989901.12 311 sufficient to pay interest and/or principal and/or the redemption price (excluding any redemption premium) due on such Second Lien Obligations, then moneys shall be transferred to the Second Lien Obligations Interest Account and/or the Second Lien Obligations Principal Account, as applicable, from the applicable Account of the Second Lien Obligations Reserve Fund which, together with moneys then on deposit in the applicable Account of the Second Lien Obligations Fund, will be sufficient to pay interest and/or principal and/or the redemption price (excluding any redemption premium) due on such Second Lien Obligations on such date. Moneys shall be transferred first to the Second Lien Obligations Interest Account until such Account, together with any available funds then on deposit in the Second Lien Obligations Interest Account, is sufficiently funded with respect to such Second Lien Obligations and thereafter, to the Second Lien Obligations Principal Account until such Account, together with any available funds then on deposit in the Second Lien Obligations Principal Account, is sufficiently funded with respect to such Second Lien Obligations. (2) Upon the maturity of Second Lien Obligations secured by funds on deposit in an Account of the Second Lien Obligations Reserve Fund or upon the earlier redemption of all or any portion of such Second Lien Obligations, the Commission may direct the Trustee to transfer amounts on deposit in the applicable Account within the Second Lien Obligations Reserve Fund to the Second Lien Obligations Principal Account for application to the final payment of principal of all or a portion of the Second Lien Obligations secured thereby or to an escrow account established for defeasance of such Second Lien Obligations pursuant to Article X hereof, provided that, if less than all of the Second Lien Obligations mature or are redeemed, the amount remaining on deposit in such Account of the Second Lien Obligations Reserve Fund following any such transfer shall not be less than the Second Lien Obligations Reserve Requirement applicable to the Second Lien Obligations secured thereby to remain Outstanding. (3) Except as provided in paragraph (2) above, any amounts on deposit in an Account of the Second Lien Obligations Reserve Fund in excess of the applicable Second Lien Obligations Reserve Requirement shall be applied in accordance with Sections 5.03(c) of this Indenture. (c) The lien on the Second Lien Obligations Reserve Fund (and all earnings thereon) shall apply only to the Second Lien Obligations and the related interest of the Holder of such Second Lien Obligations with respect to amounts on deposit in such Fund from time to time, and such amounts shall be solely for the benefit of such holder of Second Lien Obligations until such funds have been disbursed in accordance with this Section. If necessary, the Commission shall instruct the Trustee to create Accounts within the Second Lien Obligations Reserve Fund to facilitate compliance with the provisions of this paragraph. (d) The Second Lien Obligations Reserve Requirement for any Series of Second Lien Obligations may be permitted or required by the Supplemental Indenture establishing the Second Lien Obligations Reserve Requirement to be funded in whole or in part with a Reserve Facility. The terms and conditions for any Reserve Facility shall be set forth in the Reserve Facility or the Supplemental Indenture establishing the Second Lien Obligations Reserve Requirement to be met in whole or in part by the Reserve Facility, provided that those 63 OHSUSA:765989901.12 312 terms and conditions shall conform to and be consistent with the provisions set forth in this Section 5.09. The Trustee shall withdraw cash (and liquidate investments to produce cash) and draw on Reserve Facilities in or with respect to any Account in the Second Lien Obligations Reserve Fund to fund payments of principal of and interest on Second Lien Obligations supported by such Account in the Second Lien Obligations Reserve Fund in the manner and in the order specified herein and in the applicable Supplemental Indenture or Supplemental Indentures. This Indenture shall not be discharged until all Reserve Facility Costs owing to a Reserve Facility Provider have been paid in full. Section 5.10 Subordinate Obligations Reserve Fund. (a) The Subordinate Obligations Reserve Requirement for those Subordinate Obligations secured by the Subordinate Obligations Reserve Fund or an Account therein shall be deposited in the Subordinate Obligations Reserve Fund in an Account solely for the benefit of those Subordinate Obligations on the dates and in the amounts set forth in the Supplemental Indenture authorizing the issuance of such Subordinate Obligations; provided, however, alternatively, the Supplemental Indenture for any Series of Subordinate Obligations may establish a pooled Subordinate Obligations Reserve Requirement for those Subordinate Obligations and any one or more subsequently issued Subordinate Obligations with the same pooled Subordinate Obligations Reserve Requirement, in which case the Subordinate Obligations Reserve Requirement for the initial issue of such Subordinate Obligations shall be deposited in the Subordinate Obligations Reserve Fund in an Account solely for the benefit of those Subordinate Obligations and any additional Subordinate Obligations with the same pooled Subordinate Obligations Reserve Requirement, and on the date of issuance of any such additional Subordinate Obligations, there shall be deposited in the Account the amount necessary to increase the balance in the Account to an amount equal to the Subordinate Obligations Reserve Requirement for all Subordinate Obligations secured by that Account. (b) Monies on deposit in each Account within the Subordinate Obligations Reserve Fund shall be applied by the Trustee as follows: (1) If on any (x) interest payment date for Subordinate Obligations secured by an Account within the Subordinate Obligations Reserve Fund, (y) principal payment date for such Subordinate Obligations or (z) redemption date on which such Subordinate Obligations are subject to mandatory sinking fund redemption, the amount on deposit in the applicable Account of the Subordinate Obligations Fund, determined after taking into account all amounts transferred to such Account of the Subordinate Obligations Fund in accordance with clauses Twelfth, Thirteenth and Fourteenth of Section 5.03(b), and amounts transferred from the following Funds in the following order of priority, the Residual Fund, the Capital Expenditures Fund, the Repair and Rehabilitation Fund and the Toll Revenue Fund in accordance with this Indenture on or prior to such date, is not sufficient to pay interest and/or principal and/or the redemption price (excluding any redemption premium) due on such Subordinate Obligations, then moneys shall be transferred to the Subordinate Obligations Interest Account and/or the Subordinate Obligations Principal Account, as applicable, from the applicable Account of the Subordinate Obligations Reserve Fund which, together with moneys then on deposit in the applicable Account of the Subordinate Obligations Fund, will be sufficient to pay 64 OHSUSA:765989901.12 313 interest and/or principal and/or the redemption price (excluding any redemption premium) due on such Subordinate Obligations on such date. Moneys shall be transferred first to the Subordinate Obligations Interest Account until such Account, together with any available funds then on deposit in the Subordinate Obligations Interest Account, is sufficiently funded with respect to such Subordinate Obligations and thereafter, to the Subordinate Obligations Principal Account until such Account, together with any available funds then on deposit in the Subordinate Obligations Principal Account, is sufficiently funded with respect to such Subordinate Obligations. (2) Upon the maturity of Subordinate Obligations secured by funds on deposit in an Account of the Subordinate Obligations Reserve Fund or upon the earlier redemption of all or any portion of such Subordinate Obligations, the Commission may direct the Trustee to transfer amounts on deposit in the applicable Account within the Subordinate Obligations Reserve Fund to the Subordinate Obligations Principal Account for application to the final payment of principal of all or a portion of the Subordinate Obligations secured thereby or to an escrow account established for defeasance of such Subordinate Obligations pursuant to Article X hereof, provided that, if less than all of the Subordinate Obligations mature or are redeemed, the amount remaining on deposit in such Account of the Subordinate Obligations Reserve Fund following any such transfer shall not be less than the Subordinate Obligations Reserve Requirement applicable to the Subordinate Obligations secured thereby to remain Outstanding. (3) Except as provided in paragraph (2) above, any amounts on deposit in an Account of the Subordinate Obligations Reserve Fund in excess of the applicable Subordinate Obligations Reserve Requirement shall be applied in accordance with Section 5.03(c) of this Indenture. (c) The lien on the Subordinate Obligations Reserve Fund (and all earnings thereon) shall apply only to the Subordinate Obligations and the related interest of the Holder of such Subordinate Obligations with respect to amounts on deposit in such Fund from time to time, and such amounts shall be solely for the benefit of such holder of Subordinate Obligations until such funds have been disbursed in accordance with this Section. If necessary, the Commission shall instruct the Trustee to create Accounts within the Subordinate Obligations Reserve Fund to facilitate compliance with the provisions of this paragraph. (d) The Subordinate Obligations Reserve Requirement for any Series of Subordinate Obligations may be permitted or required by the Supplemental Indenture establishing the Subordinate Obligations Reserve Requirement to be funded in whole or in part with a Reserve Facility. The terms and conditions for any Reserve Facility shall be set forth in the Reserve Facility or the Supplemental Indenture establishing the Subordinate Obligations Reserve Requirement to be met in whole or in part by the Reserve Facility, provided that those terms and conditions shall conform to and be consistent with the provisions set forth in this Section 5.10. The Trustee shall withdraw cash (and liquidate investments to produce cash) and draw on Reserve Facilities in or with respect to any Account in the Subordinate Obligations Reserve Fund to fund payments of principal of and interest on Subordinate Obligations supported by such Account in the Subordinate Obligations Reserve Fund in the manner and in the order specified herein and in the applicable Supplemental Indenture or Supplemental 65 OHSUSA:765989901.12 314 Indentures. This Indenture shall not be discharged until all Reserve Facility Costs owing to a Reserve Facility Provider have been paid in full. (e) Upon the occurrence of a Bankruptcy Related Event of which the Trustee shall be notified in writing, any Account within the Subordinate Obligations Reserve Fund that secures payment of the principal and interest on a Subordinate Obligation in the form of or securing payment of a TIFIA Loan, will become an Account within the Senior Lien Obligations Reserve Fund, will be funded on a parity with any other Accounts within the Senior Lien Obligations Reserve Fund and will be available only to pay principal and interest on the Parity Obligation in the form of or securing payment of such TIFIA Loan. The Parity Obligation in the form of or securing payment of a TIFIA Loan will not be secured by any other Account within the Senior Lien Obligations Reserve Fund. Section 5.11 Repair and Rehabilitation Fund. (a) The Trustee shall, in accordance with clause Sixth of Section 5.03(b), cause amounts in the Toll Revenue Fund, to the extent available, to be deposited into the Repair and Rehabilitation Fund from time to time in an amount equal to the Scheduled Repair and Rehabilitation Fund Required Deposit or the Alternative Repair and Rehabilitation Fund Required Deposit, as applicable. Any amounts on deposit in the Repair and Rehabilitation Fund certified by the Commission as no longer being needed for Repair and Rehabilitation Fund Permitted Expenditures shall be applied in accordance with the requirements of Section 5.03(c) of this Indenture. (b) On any date on which Repair and Rehabilitation Fund Permitted Expenditures are due and payable or reasonably expected to become due and payable, monies on deposit in the Repair and Rehabilitation Fund shall be applied by the Trustee pursuant to a Written Request of Commission to pay such Repair and Rehabilitation Fund Permitted Expenditures. (c) If, after transferring any funds then on deposit in the Residual Fund in accordance with Section 5.12(c) hereof and in the Capital Expenditures Fund in accordance with Section 5.07(c) hereof, on the Business Day prior to an interest payment date or principal payment date, the amount then on deposit in the Senior Lien Obligations Fund, the Second Lien Obligations Fund or the Subordinate Obligations Fund is insufficient to pay the principal of, and/or interest on, the related Senior Lien Obligations, Second Lien Obligations and/or Subordinate Obligations secured thereby then due, the Trustee shall make the following transfers from amounts on deposit in the Repair and Rehabilitation Fund in the following order of priority; first, to the Senior Lien Obligations Fund, the amount necessary to pay principal and interest due and payable on such interest payment date or principal payment date on the Senior Lien Obligations; second, to the Second Lien Obligations Fund, the amount necessary to pay principal and interest due and payable on such interest payment date or principal payment date on the Second Lien Obligations and third, to the Subordinate Obligations Fund, the amount necessary to pay principal and interest due and payable on such interest payment date or principal payment date on the Subordinate Obligations. 66 OHSUSA:765989901.12 315 Section 5.12 Holding Fund; Commission Loan Fund; Residual Fund; Surplus Fund. (a) On each Monthly Funding Date, the Trustee shall, in accordance with clause Seventeenth of Section 5.03(b), cause amounts in the Toll Revenue Fund, to the extent available after application of funds for the purposes specified in clauses First through Seventeenth of Section 5.03(b), to be deposited into the Holding Fund. Such amounts will be retained in such fund until the following conditions are satisfied (the "Blocked Payment Conditions"): (1) No Event of Default shall have occurred and be continuing; (2) All reserve funds are fully funded; (3) All required deposits to date have been made to the Repair and Rehabilitation Fund; (4) No default exists under the Operating Agreement; (5) The Commission certifies that it projects senior debt service coverage for the current, two year historical, and two year projected Calculation Dates of at least 1.30; and (6) The Commission certifies that it projects total debt service coverage for the current, two year historical, and two year projected Calculation Dates of at least 1.30. (b) On each Monthly Funding Date, provided the Blocked Payment Conditions are satisfied, the Trustee cause all amounts on deposit in the Holding Fund to be deposited in the Commission Loan Fund and on June 1 of each year, the Trustee shall cause any amounts on deposit in the Commission Loan Fund to be paid to the Commission to retire, to the extent available, the outstanding amount of the Commission Loan. (c) On each Monthly Funding Date, the Trustee shall, in accordance with clause Twentieth of Section 5.03(b), cause amounts in the Toll Revenue Fund, to the extent available after application of funds for the purposes specified in clauses First through Nineteenth of Section 5.03(b), to be deposited into the Residual Fund. (d) If on the Business Day prior to an interest payment date or principal payment date, the amount then on deposit in the Senior Lien Obligations Fund, the Second Lien Obligations Fund or the Subordinate Obligations Fund is insufficient to pay the principal of, and/or interest on, the related Senior Lien Obligations, Second Lien Obligations and/or Subordinate Obligations secured thereby then due, the Trustee shall make the following transfers from amounts on deposit in the Holding Fund, the Commission Loan Fund or the Residual Fund in the following order of priority; first, to the Senior Lien Obligations Fund, the amount necessary to pay principal and interest due and payable on such interest payment date or principal payment date on the Senior Lien Obligations; second, to the Second Lien Obligations Fund, the amount necessary to pay principal and interest due and payable on such interest 67 OHSUSA:765989901.12 316 payment date or principal payment date on the Second Lien Obligations and third, to the Subordinate Obligations Fund, the amount necessary to pay principal and interest due and payable on such interest payment date or principal payment date on the Subordinate Obligations. (e) On the Business Day prior to each date for payment of TIFIA Scheduled Debt Service related to a Subordinate Obligation, after making the transfers described in subsection (c) above, the Trustee shall transfer from the Commission Loan Fund or Residual Fund and deposit to the Subordinate Interest Account within the Subordinate Obligations Fund an amount equal to the shortfall, if any, between (i) the combined TIFIA Mandatory Debt Service and TIFIA Scheduled Debt Service due and payable on such payment date and (ii) the amount then on deposit in the Subordinate Interest Account. (f) On June 1 and December 1 each year prior to the TIFIA Loan Prepayment Commencement Date and provided the Blocked Payment Conditions have been met, after the payment of all amounts due on the Commission's Obligations on such date, the amounts remaining on deposit in the Residual Fund in excess of the then -current Residual Fund Scheduled Retained Balance shall be transferred on each such date to the Surplus Fund; provided that, to the actual knowledge of the Trustee, no Event of Default has occurred and is continuing hereunder and that there is no shortfall in funding the amounts required by clauses First through Nineteenth of Section 5.03(c) on such date. On June 1 and December 1 each year, commencing with the first June 1 or December 1 following the TIFIA Loan Prepayment Commencement Date, after the payment of all amounts due on the Commission's Obligations on such date and repayment of the Commission Loan, the amounts remaining on deposit in the Residual Fund in excess of the then -current Residual Fund Scheduled Retained Balance shall be transferred on each such date as follows: (1) while Obligations in the form of or securing payment of a TIFIA Loan remain Outstanding: (A) fifty percent (50%) to the TIFIA Loan Prepayment Account, and (B) fifty percent (50%) to the Surplus Fund; or (2) if no TIFIA Loan remains Outstanding, to the Surplus Fund; provided that, to the actual knowledge of the Trustee, no Event of Default has occurred and is continuing hereunder and that there is no shortfall in funding the amounts required by clauses First through Nineteenth of Section 5.03(c) on such date. (g) Funds on deposit in the Surplus Fund and funds credited to such Fund and funds paid to the Commission to retire the Commission Loan will not be subject to the lien and pledge of this Indenture, and the Commission will have the exclusive right to withdraw or otherwise dispose of or transfer funds on deposit in the Surplus Fund to any account (or to such Person) as directed by the Commission in writing in its sole discretion. Section 5.13 Rebate Fund. There shall be deposited in the Rebate Fund amounts transferred in accordance with clause Second Section 5.03(b). All money at any time deposited in the Rebate Fund shall be held by the Trustee to satisfy the Rebate Requirement (as defined in the Tax Certificate) for payment to the United States of America. The Trustee shall have no responsibility with respect to the Rebate Fund or the Rebate Requirement except to follow the written instructions of the Commission. Section 5.14 Senior Lien Obligations Interest Account. 68 OHSUSA:765989901.12 317 (a) On each Monthly Funding Date, the Trustee shall, in accordance with clause Third of Section 5.03(b), cause amounts in the Toll Revenue Fund, to the extent available after application of funds for the purposes specified in clauses First and Second of Section 5.03(b), and before making any transfers to the Senior Lien Obligations Fund from the Residual Fund in accordance with Section 5.12(c), from the Capital Expenditures Fund in accordance with Section 5.07(c), from the Repair and Rehabilitation Fund in accordance with Section 5.11(c) and from the Senior Lien Obligations Reserve Fund in accordance with Section 5.08(b), in such order of priority, to be deposited into the Senior Lien Obligations Interest Account. (b) On the Business Day prior to each date when the interest portion of debt service on any Senior Lien Obligations shall be due and payable, monies on deposit in the Senior Lien Obligations Interest Account shall be applied pro rata to the payment of the interest due on such Senior Lien Obligations in accordance with this Indenture. Section 5.15 Senior Lien Obligations Principal Account. (a) On each Monthly Funding Date, the Trustee shall, in accordance with clause Fourth of Section 5.03(b), cause amounts in the Toll Revenue Fund, to the extent available after application of funds for the purposes specified in clauses First through Third of Section 5.03(b), and before making any transfers to the Senior Lien Obligations Fund from the Residual Fund in accordance with Section 5.12(c), from the Capital Expenditures Fund in accordance with Section 5.07(c), from the Repair and Rehabilitation Fund in accordance with Section 5.11(c) and from the Senior Lien Obligations Reserve Fund in accordance with Section 5.08(b), in such order of priority, to be deposited into the Senior Lien Obligations Principal Account. (b) On the Business Day prior to each date when the principal portion of debt service (including any mandatory sinking fund redemption payments) on any Senior Lien Obligations shall be due and payable, monies on deposit in the Senior Lien Obligations Principal Account shall be applied pro rata to the payment of the principal portion of such Senior Lien Obligations in accordance with this Indenture. Section 5.16 Second Lien Obligations Interest Account. (a) On each Monthly Funding Date, the Trustee shall, in accordance with clause Ninth of Section 5.03(b), cause amounts in the Toll Revenue Fund, to the extent available after application of funds for the purposes specified in clauses First through Seventh of Section 5.03(b), and before making any transfers to the Second Lien Obligations Fund from the Residual Fund in accordance with Section 5.12(b), from the Capital Expenditures Fund in accordance with Section 5.07(c), from the Repair and Rehabilitation Fund in accordance with Section 5.11(c) and from the Second Lien Obligations Reserve Fund in accordance with Section 5.09(b), in such order of priority, to be deposited into the Second Lien Obligations Interest Account. (b) On the Business Day prior to each date when the interest portion of debt service on any Second Lien Obligations shall be due and payable, monies on deposit in the Second Lien Obligations Interest Account shall be transferred pro rata to the trustee for the interest due on such Second Lien Obligations in accordance with this Indenture. 69 OHSUSA:765989901.12 318 Section 5.17 Second Lien Obligations Principal Account. (a) On each Monthly Funding Date, the Trustee shall, in accordance with clause Tenth of Section 5.03(b), cause amounts in the Toll Revenue Fund, to the extent available after application of funds for the purposes specified in clauses First through Ninth of Section 5.03(b), and before making any transfers to the Second Lien Obligations Fund from the Residual Fund in accordance with Section 5.12(b), from the Capital Expenditures Fund in accordance with Section 5.07(c), from the Repair and Rehabilitation Fund in accordance with Section 5.11(c) and from the Second Lien Obligations Reserve Fund in accordance with Section 5.09(b), in such order of priority, to be deposited into the Second Lien Obligations Principal Account. (b) On the Business Day prior to the date when the principal portion of debt service (including any mandatory sinking fund redemption payments) on any Second Lien Obligations shall be due and payable, monies on deposit in the Second Lien Obligations Principal Account shall be transferred pro rata to the trustee for the principal portion of such Second Lien Obligations in accordance with this Indenture. Section 5.18 Subordinate Obligations Interest Account. (a) On each Monthly Funding Date, the Trustee shall, in accordance with clause Twelfth of Section 5.03(b), cause amounts in the Toll Revenue Fund, to the extent available after application of funds for the purposes specified in clauses First through Eleventh of Section 5.03(b), and before making any transfers to the Subordinate Obligations Fund from the Residual Fund in accordance with Section 5.12(b), from the Capital Expenditures Fund in accordance with Section 5.07(c), from the Repair and Rehabilitation Fund in accordance with Section 5.11(c) and from the Subordinate Obligations Reserve Fund in accordance with Section 5.10(b), in such order of priority, to be deposited into the Subordinate Obligations Interest Account. (b) On the Business Day prior to the date when the interest portion of debt service on any Subordinate Obligations shall be due and payable, monies on deposit in the Subordinate Obligations Interest Account shall be transferred to the trustee for or Holder of such Subordinate Obligations in accordance this Indenture. Section 5.19 Subordinate Obligations Principal Account. (a) On each Monthly Funding Date, the Trustee shall, in accordance with clauses Thirteenth and Fifteenth of Section 5.03(b), cause amounts in the Toll Revenue Fund, to the extent available after application of funds for the purposes specified in clauses First through Eleventh and, to the extent applicable, Thirteenth and Fourteenth, of Section 5.03(b), and before making any transfers to the Subordinate Obligations Fund from the Residual Fund in accordance with Section 5.12(b), from the Capital Expenditures Fund in accordance with Section 5.07(c), from the Repair and Rehabilitation Fund in accordance with Section 5.11(c) and from the Subordinate Obligations Reserve Fund in accordance with Section 5.10(b), in such order of priority, to be deposited into the Subordinate Obligations Principal Account. (b) On the Business Day prior to the date when the interest portion of debt service on any Subordinate Obligations shall be due and payable, monies on deposit in the 70 OHSUSA:765989901.12 319 Subordinate Obligations Principal Account shall be transferred to the trustee for or Holder of such Subordinate Obligations in accordance this Indenture. Section 5.20 TIFIA Loan Prepayment Account. (a) On June 1 and December 1, commencing with the first June 1 or December 1 following the TIFIA Loan Prepayment Commencement Date, the Trustee shall, in accordance with Section 5.12(e), transfer fifty percent (50%) of the balance then on deposit in the Residual Fund to the TIFIA Loan Prepayment Account. (b) The Trustee shall transfer amounts on deposit in TIFIA Loan Prepayment Account for application to the prepayment of the applicable Obligations evidencing the TIFIA Loan in accordance with the provisions of the Supplemental Indenture pursuant to which such Obligations are issued. Section 5.21 Establishment and Application of the Redemption Fund. The Trustee shall establish, maintain and hold in trust a special Fund designated as the "Redemption Fund." All moneys deposited by the Commission with the Trustee for the purpose of redeeming Obligations of any Series (other than pursuant to a mandatory sinking fund redemption) shall, unless otherwise provided in the Supplemental Indenture establishing the terms and conditions for such Series Obligations, be deposited in the Redemption Fund. All amounts deposited in the Redemption Fund shall be used and withdrawn by the Trustee solely for the purpose of redeeming Obligations of such Series and maturity as shall be specified by the Commission in a Written Request of the Commission delivered to the Trustee, in the manner, at the times and upon the terms and conditions specified in the Supplemental Indenture pursuant to which such Series of Obligations was issued. Such Written Request of the Commission may specify that amounts on deposit in the Redemption Fund that remain unclaimed for a specified period of time shall be paid to the Commission, and the Trustee shall pay such unclaimed amounts to the Commission in accordance with the Written Request of the Commission. Section 5.22 Records. The Trustee shall cause to be kept and maintained records pertaining to each Fund and Account held by it and all disbursements therefrom and shall deliver monthly to the Commission and, for so long as any Obligations in the form of or securing payment of a TIFIA Loan remain Outstanding, to the TIFIA Lender statements of activity with respect to such Funds and Accounts, provided that the Trustee shall not be obligated to report as to any Fund or Account that (a) has a balance of zero and (b) has not had any activity since the last reporting date. In addition, the Commission shall cause to be kept and maintained records pertaining to each Fund and Account held by it and all disbursements therefrom and shall deliver monthly to the Trustee and, for so long as any Obligations in the form of or securing payment of a TIFIA Loan remain Outstanding, to the TIFIA Lender statements of activity with respect to such Funds and Accounts, provided that the Commission shall not be obligated to report as to any Fund or Account that (a) has a balance of zero and (b) has not had any activity since the last reporting date. 71 OHSUSA:765989901.12 320 Section 5.23 Investment by Trustee. Unless otherwise provided in a Supplemental Indenture, moneys held by the Trustee in the Funds and Accounts created hereunder shall be invested and reinvested in Permitted Investments in accordance with the written instructions of an Authorized Representative. Unless otherwise specified in the Supplemental Indenture with respect to a Fund or Account created pursuant to such Supplemental Indenture, all Permitted Investments shall be held by or under the control of the Trustee and shall be deemed at all times to be a part of the Fund or Account that was used to purchase the Permitted Investment. Unless otherwise provided by a Written Request of the Commission or in a Supplemental Indenture with respect to a Fund or Account created pursuant thereto, all interest, profits and other income received from the investment of moneys in any Fund or Account held by the Trustee, other than the Rebate Fund and the Accounts in the Project Fund, shall be transferred to the Toll Revenue Fund when received. All interest, profits and other income received from the investment of moneys in the Rebate Fund shall be deposited in the Rebate Fund. All interest, profits and other income received from the investment of monies in the Operation and Maintenance Fund shall be deposited in the Operation and Maintenance Fund. All interest, profits and other income received from the investment of monies in the Surplus Fund shall be deposited in the Surplus Fund. Unless otherwise provided in a Supplemental Indenture establishing an Account within the Project Fund, all interest, profits and other income received from the investment of moneys in an Account within the Project Fund shall be deposited in such Account. Notwithstanding anything to the contrary contained in this paragraph, an amount of interest received with respect to any Permitted Investment equal to the amount of accrued interest, if any, paid as part of the purchase price of such Permitted Investment shall be credited to the Fund or Account from which such accrued interest was paid. The Trustee is authorized and directed to cause to be sold or redeemed and reduced to cash a sufficient amount of Permitted Investments whenever the cash balance in any Fund or Account is or will be insufficient to make any required disbursement. The Trustee shall not be responsible for any depreciation in the value of any Permitted Investment or for any loss resulting from such sale or redemption. Absent a Written Request of the Commission instructing the Trustee how to invest the cash balance in a Fund or Account held by the Trustee hereunder, the Trustee shall hold such cash balances uninvested pending its receipt of such a Written Request of the Commission. All Permitted Investments credited to the Senior Lien Obligations Reserve Fund, the Second Lien Obligations Reserve Fund or the Subordinate Obligations Reserve Fund shall be valued by the Trustee as of each Calculation Date. All Permitted Investments credited to the Senior Lien Obligations Reserve Fund, the Second Lien Obligations Reserve Fund or the Subordinate Obligations Reserve Fund shall be valued at their fair market value determined to the extent practical by reference to the closing bid price thereof published in The Wall Street Journal or any other financial publication or generally recognized pricing information service selected by the Trustee in its discretion. The Trustee may use and rely conclusively and without liability upon any generally recognized pricing information service (including brokers and dealers in securities) available to it. 72 OHSUSA:765989901.12 321 The Commission acknowledges that regulations of the Comptroller of the Currency grant the Commission the right to receive brokerage confirmations of the security transactions as they occur, at no additional cost. To the extent permitted by law, the Commission specifically waives compliance with 12 C.F.R. 12 and hereby notifies the Trustee that no brokerage confirmations need be sent relating to the security transactions as they occur. The Trustee or its affiliates may act as sponsor, advisor, principal or agent in the acquisition or disposition of any investment with the prior written approval of an Authorized Representative. The Trustee may commingle any of the moneys held by it pursuant to this Indenture (except for amounts on deposit in the Rebate Fund, the Sales Tax Revenue Bonds Account within the Project Fund, and any Fund or Account established to hold the proceeds of a drawing on any Credit Support Instrument) for investment purposes only; provided, however, that the Trustee shall account separately for the moneys belonging to each Fund or Account established pursuant to this Indenture and held by it. The Commission shall not commingle the moneys held by it in the Operation and Maintenance Fund with any other funds held by the Commission. The Trustee may rely on the investment directions of the Commission as to both the suitability and legality of the directed investments. Section 5.24 Subsidy Payments. The Commission irrevocably directs that all Subsidy Payments with respect to Senior Lien Bonds be made directly to the Trustee for deposit in the Senior Lien Obligations Interest Account pursuant to this Indenture. The Commission irrevocably directs that all Subsidy Payments with respect to Second Lien Obligations be made directly to the Trustee for deposit in the Second Lien Obligations Interest Account pursuant to this Indenture. The Commission irrevocably directs that all Subsidy Payments with respect to Subordinate Obligations be made directly to the Trustee for deposit in the Subordinate Obligations Fund pursuant to this Indenture. Any such Subsidy Payments received by the Commission shall be promptly remitted to the Trustee. The Trustee shall deposit all such Subsidy Payments to the applicable Account upon receipt thereof. Section 5.25 Withdrawal and Application of Funds; Priority of Transfers from Funds and Accounts. (a) Except as provided in Sections 5.05, 5.07, 5.08, 5.09, 5.10, 5.11, 5.12, 5.13, 5.14, 5.15, 5.16, 5.17, 5.19, 5.20 and 5.21, each withdrawal or transfer of funds from the Funds and Accounts by the Trustee on behalf of the Commission in accordance herewith shall be made pursuant to an executed Funds Transfer Certificate, which certificate shall be provided and prepared by the Commission in accordance with the terms hereof and shall contain a certification by the Commission that such withdrawal or transfer complies with the requirements of this Indenture. (b) The Funds Transfer Certificate relating to each applicable Fund or Account shall be delivered to the Trustee (with a copy to the trustee for or Holder of any Second Lien Obligations or Subordinate Obligations) no later than two (2) Business Days prior to each date on which funds are proposed to be withdrawn from the applicable Fund or Account or transferred from a Fund or Account to another Fund or Account in accordance with this Indenture. The Trustee shall comply with any such Funds Transfer Certificate; provided, that if the trustee for or Holder of Second Lien Obligations or Subordinate Obligations provides written 73 OHSUSA:765989901.12 322 notice to the Trustee, the Commission and the other Secured Creditors that any payment, withdrawal or transfer of funds is not in compliance with this Indenture or the other Financing Documents and specifies such non-compliance in such notice, the Commission shall not be entitled to cause such proposed withdrawal until such time as it has submitted a revised Funds Transfer Certificate which complies with the terms hereof or thereof. (c) The Commission shall have the right to withdraw or cause to be transferred funds from the Operation and Maintenance Fund, the Capital Expenditures Fund and the Repair and Rehabilitation Fund solely for the purpose of payment of Operation and Maintenance Expenses, Capital Expenditures Fund Permitted Expenditures or Repair and Rehabilitation Fund Permitted Expenditures, respectively, at any time without any approval or consent of the Trustee or any other person. (d) Each Funds Transfer Certificate requesting a disbursement from an Account within the Project Fund shall contain the following certifications by the Commission or, as to paragraph (5), the Commission and the Consulting Engineer: (1) the names of the persons, firms or corporations to whom each such payment is due, including the Commission in the case of reimbursements or the Trustee in the case of payments of capitalized interest; (2) the respective amounts to be paid or reimbursed to such entities; (3) the purpose or Project Cost by general classification for which each such obligation to be paid or reimbursed was incurred; (4) that obligations in the stated amounts have been incurred by the Commission and presently are due and payable (except with respect to requisitions for capitalized interest, in which case amounts requisitioned, together with expected earnings from investment thereof, do not exceed amounts properly capitalizable as interest related to projects prior to their completion), or properly are reimbursable to the Commission, and that each item thereof is a Project Cost, is a proper charge against the applicable Account in the Project Fund, and has not been paid or reimbursed previously; (5) after giving effect to the requisition, sufficient funds are and will be available to the Commission to achieve substantial completion of the applicable Project on or prior to the applicable Long Stop Date; provided that this certification need not be provided with respect to requisitions made after the applicable Substantial Completion Date; (6) that there has not been filed with or served on the Commission any notice of lien, right of lien, or attachment upon or claim affecting the right of any person, firm or corporation named in such requisition to receive payment of any amounts which has not been released or will not be released simultaneously with the payment of such obligation; and 74 OHSUSA:765989901.12 323 (7) that, as of the date of such Funds Transfer Certificate, no event or condition exists that constitutes, or that with the notice or lapse of time or both, would constitute, an Event of Default under this Indenture. Section 5.26 Effect of Bankruptcy Related Event on TIFIA Loan. Notwithstanding any other provision to the contrary herein, upon the occurrence of any Bankruptcy Related Event, Subordinate Obligations in the form of or securing payment of the TIFIA Loan shall, automatically and without action on the part of the TIFIA Lender or any other person, immediately become Parity Obligations, and be of equal rank and on a parity with other Senior Lien Obligations, and the TIFIA Lender shall become and be entitled to all rights of an owner of Senior Lien Obligations hereunder (including, without limitation, the right of payment pro rata with other Senior Lien Obligations hereunder). Upon the occurrence of a Bankruptcy Related Event of which the Trustee shall be notified in writing, any Account within the Subordinate Obligations Reserve Fund that secures payment of the principal and interest on a Subordinate Obligation in the form of or securing payment of a TIFIA Loan, will become an Account within the Senior Lien Obligations Reserve Fund, will be funded on a parity with any other Accounts within the Senior Lien Obligations Reserve Fund and will be available only to pay principal and interest on the Parity Obligation in the form of or securing payment of such TIFIA Loan. The Parity Obligation in the form of or securing payment of a TIFIA Loan will not be secured by any other Account within the Senior Lien Obligations Reserve Fund. The provisions contained in this Section 5.26 and in Sections 1.01, 2.10, 2.12, 5.08(e), 5.10(e) and 7.06(b) of this Indenture with respect to the TIFIA Lender's right to have the Subordinate Obligations in the form of or securing payment of the TIFIA Loan become and be secured as Parity Obligations upon the occurrence of a Bankruptcy Related Event shall be of no force or effect following the sale of the TIFIA Loan to a non -governmental commercial entity, but only with respect to that portion of the TIFIA Loan so sold. However, should an assignment or sale be made to a federal government agency or instrumentality, the Federal government shall retain the right to have the Subordinate Obligations in the form of or securing payment of the TIFIA Loan become and be secured as Parity Obligations upon the occurrence of any Bankruptcy Related Event. ARTICLE VI COVENANTS OF THE COMMISSION Section 6.01 Punctual Payment and Performance. The Commission will punctually pay the principal of and the interest on (and redemption premiums, if any, to become due on) its Obligations hereunder in strict conformity with the terms of the Act, this Indenture and such Obligations, and will faithfully observe and perform all of the agreements and covenants contained in this Indenture and such Obligations. Section 6.02 Against Encumbrances. The Commission will not create or cause or permit to be created any pledge, lien, charge or encumbrance having priority over the lien of the Senior Lien Obligations upon any part of the Trust Estate, except for Operation and 75 OHSUSA:765989901.12 324 Maintenance Expenses payable from Revenue. The Commission will not create or cause or permit to be created any pledge, lien, charge or encumbrance having parity with the lien of the Senior Lien Obligations upon any part of the Trust Estate except the lien of Senior Lien Obligations. The Commission will not create or cause or permit to be created any pledge, lien, charge or encumbrance having priority over the lien of the Second Lien Obligations upon any part of the Trust Estate except Senior Lien Obligations. The Commission will not create or cause or permit to be created any pledge, lien, charge or encumbrance having priority over the lien of the Subordinate Obligations upon any part of the Trust Estate, except Senior Lien Obligations, and Second Lien Obligations. The Commission will not create or permit to be created or issue any Obligations secured by the Trust Estate except as provided in Section 3.03. Section 6.03 Toll and Revenue Covenants. (a) The Commission covenants that it shall at all times, beginning in the first full Fiscal Year following the Substantial Completion Date for the I-15 Express Lanes Project, establish, levy, maintain and collect tolls in connection with the Toll Road and establish such charges for use of the property constituting part of the Toll Road, including, without limitation and as permitted by law, leasehold payments, concession payments, rents and other charges, as shall be sufficient, collectively, to produce Net Revenue in each Fiscal Year equal to or in excess of the ratios set forth in each of (1), (2), and (3) below: (1) one hundred fifty percent (150%) of the Annual Debt Service in such Fiscal Year on all Outstanding Senior Lien Obligations other than any TIFIA Loans such TIFIA Loans to be treated as Subordinate Obligations for purposes of the Coverage Ratio calculation, calculated on the basis of TIFIA Mandatory Debt Service if a TIFIA Loan is outstanding; (2) one hundred thirty percent (130%) of the Annual Debt Service in such Fiscal Year on all Outstanding Senior Lien Obligations, Second Lien Obligations and Subordinate Obligations, calculated on the basis of TIFIA Mandatory Debt Service if a TIFIA Loan is outstanding; and (3) one hundred percent (100%) of the Annual Debt Service in such Fiscal Year on all Outstanding Obligations, plus the amounts required to be deposited into the Senior Lien Obligations Reserve Fund, the Second Lien Obligations Reserve Fund, the Subordinate Obligations Reserve Fund, the Capital Expenditures Fund, and the Repair and Rehabilitation Fund and any other Fund established by a Supplemental Indenture to be funded by Revenue. In making the calculations in (1), (2), and (3) above, the Commission may take into consideration as a credit against Annual Debt Service any amounts received, or reasonably expected to be received, in the Fiscal Year from or as a result of any additional security irrevocably granted or pledged to the Bondholders by the Commission with respect to the Obligations in accordance with Section 9.01(b) of this Indenture; provided, that if such grant or pledge is not for the benefit of all Obligations, the amounts expected to be received may only be taken into account when making the calculation with respect to the Obligations receiving the benefit of such grant or pledge. 76 OHSUSA:765989901.12 325 (b) Beginning in the first full Fiscal Year following the Substantial Completion Date for the I-15 Express Lanes Project, the Commission covenants: (i) to compute projected Net Revenue for each Fiscal Year and the projected ratios described in Section 6.03(a)(1), (2) and (3) (each, a "Coverage Ratio") within ten Business Days after the beginning of that Fiscal Year (such date of computation being hereinafter referred to as a "Coverage Calculation Date"); (ii) to furnish promptly to the Trustee a Certificate of the Commission setting forth the results of such computations; and (iii) if any Coverage Ratio is less than the applicable requirement of Section 6.03(a), to take such action as promptly as practicable after the Coverage Calculation Date (including, without limitation, increasing Toll Revenues through toll increases) as the Commission projects is necessary to cause each projected Coverage Ratio for each Fiscal Year to equal or exceed the requirement of Section 6.03(a) for each such Fiscal Year. Within 60 days after the end of each Fiscal Year (beginning with the first full Fiscal Year following the Substantial Completion Date for the I-15 Express Lanes Project), the Commission will file with the Trustee a report setting forth the Net Revenue for such Fiscal Year. The failure of toll rates to yield an amount sufficient to achieve each Coverage Ratio shall not be deemed to constitute an Event of Default so long as the Commission complies with the requirements set forth below in this Section 6.03(b). If any such report indicates that the Net Revenue for such Fiscal Year was less than the amount required pursuant to Section 6.03(a), then as soon as practicable after delivering such report to the Trustee and, while there are Outstanding Obligations in the form of or securing payment of a TIFIA Loan, the TIFIA Lender, the Commission shall employ a Traffic Consultant to review and analyze the operations of the Toll Road and to submit to the Board, as soon as practicable (but not later than such date as will enable the Board to act upon it within 180 days after the end of the Fiscal Year in question), a written report which shall include the actions that the Traffic Consultant recommends should be taken by the Commission with respect to (i) revising the toll rates, (ii) altering its methods of operation, or (iii) taking other action projected to produce the amount so required to comply in each year with each Coverage Ratio (or, if less, the maximum amount deemed feasible by the Traffic Consultant and that the Traffic Consultant estimates will not adversely affect the amount of Net Revenue). Promptly upon its receipt of such written report (and, in any case, within 180 days after the end of the Fiscal Year in question), after giving due consideration thereto, the Commission will revise the toll rates, as permitted by law, alter its methods of operation, or take such other action as it deems appropriate. Such revisions, alterations, or actions need not comply with the recommendations of the Traffic Consultant so long as Net Revenue projected by the Traffic Consultant to be produced by the revisions, alterations or actions then taken by the Commission are at least equal to the amount required hereinabove. The Trustee shall have no responsibility to review any written report received pursuant to this Section 6.03(b). (c) The Commission further covenants that such toll rates for traffic using the Toll Road will be established and maintained in a reasonable way to cover all traffic (other than vehicles used for maintaining the Toll Road; police, fire, and other public emergency vehicles; buses owned and operated by any public agency; vehicles with multiple passengers or which allow for a limited number of passengers, including motorcycles, according to policies determined by the State or the Commission; electric, hybrid -electric and other vehicles that meet emission -reduction policies determined by the State or the Commission; vehicles which are otherwise exempt from payment of tolls under State or federal law; and any vehicles during a 77 OHSUSA:765989901.12 326 public emergency declared by the Commission) consistent with the requirements hereof, but with such classifications as the Commission may deem appropriate. (d) Notwithstanding any provision to the contrary, nothing in this Section 6.03 shall be deemed to require the Commission to collect tolls and other fees with respect to which the Commission has determined, based upon a report from a Traffic Consultant, that the costs of collection would exceed the amount of tolls and other fees expected to be collected; and provided further that nothing contained in this Section 6.03 shall prevent the Commission from temporarily reducing or eliminating tolls and other fees in connection with programs which it intends to use to increase Net Revenue. (e) If a TIFIA Loan is outstanding, and the commission fails for 18 months to meet the required Coverage Ratios, the Commission shall immediately be required to apply amounts in the Holding Fund to prepay pro rata such Outstanding TIFIA Loan amounts in amounts equal to the lesser of (i) the amount necessary to regain compliance with the required Coverage Ratios and (ii) the amount on deposit in the Holding Fund. Prepayments shall continue pursuant to this subsection (e) until compliance with the required Coverage Ratios is regained. Any failure to meet the Coverage Ratios will not by itself constitute an Event of Default. If the prepayment is applied in inverse order of maturity, the impact of this provision shall be muted. Section 6.04 Annual Budget; Financial Plan. The Commission covenants that, for each Fiscal Year, it will take such actions as may be required of it to prepare and will adopt an annual budget in accordance with applicable law, including the Act, and the Toll Agreements. The Commission further covenants that it will provide to the Trustee (A) no later than 30 days prior to the commencement of each Fiscal Year, an operating plan and a preliminary budget, and (B) not later than the first day of each Fiscal Year, a copy of the Commission's final budget (such copy of the final budget being referred to herein as the "Annual Operating Budget"). The Commission further covenants that it will provide to the Trustee a copy of the Commission's Financial Plans concurrently with their submission to the TIFIA Lender. The Trustee shall have no responsibility to review such preliminary budget, Annual Operating Budget or Financial Plan and shall only retain such documents as a repository for the holders of the Obligations. Section 6.05 Operation and Maintenance of the Toll Road. The Commission covenants and agrees that it has taken, and, so long as any Obligations are Outstanding, that it will take, all steps necessary to ensure that it will continue to have lawful right and lawful power to operate and maintain the Toll Road as a revenue -producing facility and that it will impose and collect tolls on the Toll Road consistent with its obligations under the Act and the Toll Agreements. The Commission covenants and agrees to at all times operate the Toll Road in accordance with the requirements of the Act and the Toll Agreements. The Commission further covenants and agrees that it will pay all Operation and Maintenance Expenses and keep the Toll Road in good repair in accordance with customary business practices and the Maintenance Standards (as defined in the Toll Facility Agreement). The Commission further covenants that, should any Obligations remain Outstanding following the expiration of the Commission's authorization to impose tolls on the Toll Road, and should the Commission project that, within five calendar years such authorization will expire with Obligations remaining Outstanding, the 78 OHSUSA:765989901.12 327 Commission will petition the Legislature of the State to extend its authorization to impose such tolls. Section 6.06 Retention of Assets. Subject to the provisions of the Act and the Toll Agreements, the Commission covenants not to sell, lease or otherwise dispose of assets necessary to operate the Toll Road in the manner and at the levels of activity required to enable it to perform its covenants contained herein, including, without limitation, the covenants contained in Section 6.03 and Section 6.05. Section 6.07 Insurance. The Commission covenants to carry at all times insurance (including reasonable self-insurance) or cause insurance to be carried (including by the Design -Build Contractor, its subcontractors and the Toll Operator) with responsible insurance and/or reinsurance companies authorized and qualified to do business in (or with companies duly authorized and qualified to do business in) the State and to assume the risks thereof consistent with insurance requirements of all agreements entered into by the Commission in connection with the design, construction, operation and maintenance of each Project until the Substantial Completion Date therefor, and after the Substantial Completion of the I-15 Express Lanes Project, of the Toll Road. Nothing contained herein shall be deemed or construed to prevent the Commission from maintaining policies of insurance with respect to the Toll Road in which parties other than the Commission are named as dual obligee beneficiaries, provided that such other parties shall be limited to Caltrans, the Trustee, the TIFIA Lender, contractors constructing Special Projects and persons supplying toll collection and revenue management system equipment or facilities. Upon request of the Trustee, the Commission shall provide the Trustee with an officer's certificate stating that it is in compliance with this Section 6.07. Section 6.08 Payment of Claims. The Commission will pay and discharge any and all lawful claims that, if unpaid, might become a charge or lien upon the Trust Estate or any part thereof, prior to or on a parity with the charge and lien upon the Revenue securing the Obligations Outstanding hereunder. Section 6.09 Receipt and Deposit of Cash Advances. The Commission covenants and agrees that, immediately upon receipt of cash advances representing deposits against future toll payments from users or potential users of the Toll Road by or on behalf of the Commission, it will (i) deposit and hold, or cause to be deposited and held, such moneys in a special account, separate from other assets of the Commission, and cause such moneys to be deposited with and held by a bank or trust company (which may be the Trustee), (ii) invest such moneys only in Permitted Investments of the type described in clauses (i), (ii), (iii), (iv), (v), (vi), (ix), (xii), (xvii) or (xviii) of the definition thereof, maturing within thirty (30) days from the date of the investment, and (iii) promptly, and in any event within seven Business Days after such deposits become tolls, transfer or cause the transfer of moneys from such account for credit to the Toll Revenue Fund. The Commission further covenants and agrees that it will not enter into any agreement pursuant to which cash advances received by any other person, business organization or governmental entity may be applied to the payment of tolls unless such person, business organization or governmental entity, as the case may be, has agreed to take such actions 79 OHSUSA:765989901.12 328 as the Commission may determine are reasonably necessary to assure that the Commission will receive timely payment of such tolls. Section 6.10 Toll Agreements. The Commission hereby covenants and agrees that it has all lawful right and power to enter into the Toll Agreements and that it shall perform all of its material obligations and exercise all of the powers granted to it thereunder (including but not limited to the Commission's powers to enforce performance by the counterparty to each such Toll Agreement of such counterparty's obligations thereunder) as the Commission may, in its reasonable judgment, determine are necessary to complete or cause the Substantial Completion and final completion of the portions of the I-15 Express Lanes Project comprising the Toll Road in accordance with the CIP Plan, to allow the Toll Road to be opened to vehicular traffic, and to commence and continue collection of tolls established pursuant to Section 6.03 of this Indenture. The Commission hereby covenants and agrees to employ the design -build method of procurement in connection with the construction of the initial phase of the I-15 Express Lanes Project, in accordance with the CIP Plan. Section 6.11 Construction and Maintenance From Other Sources Permitted. Notwithstanding any provision to the contrary in this Indenture, the Commission may, in accordance with the Act and other applicable laws, construct, reconstruct, rehabilitate, improve, acquire, lease, operate, or maintain, or any combination of these, both tolled and nontolled facilities, structures, onramps, connector roads, bridges, and roadways that are on, necessary for, or related to the construction or operation of the Toll Road using any funds legally available therefore, including, without limitation and as applicable, Sales Tax Revenues, proceeds of Sales Tax Revenue Bonds and federal, State and local grants, loans and matching funds. Notwithstanding any other provision of this Indenture, the United States of America, the State or any of their respective agencies, departments or political subdivisions may construct, reconstruct, rehabilitate, improve, acquire, lease, operate, maintain, or any combination of these, both tolled and nontolled facilities, structures, onramps, connector roads, bridges, and roadways related to or competing with the I-15 Express Lanes Project or to pay for all or any part of the cost thereof. The Commission has no power or authority to grant, permit, prohibit, prevent or interfere with any such actions. Section 6.12 Tax Covenants. (a) The Commission shall not use or permit the use of any proceeds of the Obligations or any funds of the Commission, directly or indirectly, to acquire any securities or obligations that would cause the interest on Obligations intended by the Commission to be exempt from federal income taxation to become subject to federal income taxation, and shall not take or permit to be taken any other action or actions that would cause any such Obligations to be an "arbitrage bond" within the meaning of Section 148 of the Code or "federally guaranteed" within the meaning of Section 149(b) of the Code and any such applicable regulations promulgated from time to time thereunder. The Commission shall observe and not violate the requirements of Section 148 of the Code and any such applicable regulations. The Commission shall comply with all requirements of Sections 148 and 149(b) of the Code to the extent applicable to Obligations. In the event that at any time the Commission is of the opinion that for purposes of this Section 6.03(a) it is necessary to restrict or to limit the yield on the investment of any moneys held by the Trustee under this Indenture, the Commission shall so instruct the 80 OHSUSA:765989901.12 329 Trustee under this Indenture in writing, and the Trustee shall take such action as may be reasonably necessary in accordance with such instructions. (b) The Commission covenants to comply with the provisions and procedures of each Tax Certificate. (c) The Commission shall not, and shall not cause the Trustee to, use or permit the use of any proceeds of the Obligations or any funds of the Commission (so long as such proceeds or other funds are under its control), directly or indirectly, in any manner, and shall not take or omit to take any action that would cause any of the Obligations to be treated as an obligation not described in Section 103(a) of the Code if such Obligations were, when originally issued, intended by the Commission to be obligations described in Section 103(a) of the Code. (d) Notwithstanding any provisions of this Section 6.12 or any Tax Certificate, if the Commission shall provide to the Trustee an Opinion of Bond Counsel to the effect that any specified action required under this Section 6.12 is no longer required or that some further or different action is required to maintain the exclusion from gross income for federal income tax purposes of interest on any Obligations, the Trustee and the Commission may conclusively rely on such opinion in complying with the requirements of this Section, and, notwithstanding any other provision of this Indenture or any Tax Certificate, the covenants hereunder shall be deemed to be modified to that extent. (e) The Trustee shall follow the directions of the Commission given pursuant to the Tax Certificate, and shall have no liability or responsibility to enforce compliance by the Commission with the terms of the Tax Certificate. Section 6.13 Accounting Records; Financial Statements and Other Reports. (a) The Commission shall keep appropriate accounting records in accordance with generally accepted accounting principles. Such accounting records shall at all times during business hours be subject to the inspection of the Trustee or of any Holder (or its representative authorized in writing). (b) The Commission shall prepare and file with the Trustee annually within 210 days after the close of each Fiscal Year financial statements of the Commission for such Fiscal Year, together with an audit report thereon prepared by an Independent Certified Public Accountant. The Trustee shall have no duty to review, verify or analyze such audit report and financial statements and shall hold such audit report and financial statements solely as a repository for the benefit of the holders of the Obligations. The Trustee shall not be deemed to have notice of any information contained therein or default or Event of Default which may be disclosed therein in any manner. Section 6.14 Protection of Trust Estate and Rights of Holders. The Commission shall preserve and protect the Trust Estate and the security of the Obligations issued hereunder and the rights of the holders of such Obligations and will warrant and defend their rights against all claims and demands of all persons. From and after the sale and delivery of any 81 OHSUSA:765989901.12 330 Senior Lien Obligations, Second Lien Obligations or Subordinate Obligations by the Commission, such Obligations shall be incontestable by the Commission. Section 6.15 Payment of Governmental Charges and Compliance with Governmental Regulations. The Commission shall pay and discharge all taxes or payments in lieu of taxes, assessments and other governmental charges or liens that may be levied, assessed or charged upon the Revenue, or any part thereof, promptly as and when the same shall become due and payable, except that the Commission shall not be required to pay any such governmental charges so long as the application or validity thereof shall be contested in good faith and the Commission shall have set aside reserves to cover such payments. Section 6.16 Maintenance of Powers. The Commission covenants that it will at all times use its best efforts to maintain the powers, rights, functions, duties and obligations now reposed on it pursuant to the Act and all other laws and the Toll Facility Agreement and will not at any time voluntarily do, suffer or permit any act or thing the effect of which would be to hinder, delay or imperil either the payment of the indebtedness evidenced by any of the Obligations hereunder or Credit Support Instruments relating thereto or the performance or observance of any of the covenants herein contained. Section 6.17 Covenants Binding on Commission and Successors. All covenants, stipulations, obligations and agreements of the Commission contained in this Indenture shall be deemed to be covenants, stipulations, obligations and agreements of the Commission to the full extent authorized or permitted by law. If the powers or duties of the Commission shall hereafter be transferred by amendment of the Act or a new act or any provision of the Constitution or any other law of the State or in any other manner there shall be a successor to the Commission, and if such transfer shall relate to any matter or thing permitted or required to be done under this Indenture by the Commission then the entity that shall succeed to such powers or duties of the Commission shall act and be obligated in the place and stead of the Commission as in this Indenture provided, and all such covenants, stipulations, obligations and agreements shall be binding upon the successor or successors thereof from time to time and upon any officer, board, body or commission to whom or to which any power or duty affecting such covenants, stipulations, obligations and agreement shall be transferred by or in accordance with law. Section 6.18 Continuing Disclosure. Upon the issuance of any Series of Obligations, or upon conversion of any Series of Obligations to an interest rate period, requiring an undertaking regarding continuing disclosure under Rule 15c2-12, the Commission hereby covenants and agrees that it will execute and deliver a Continuing Disclosure Agreement with respect to such Series of Obligations and comply with and carry out all of the provisions of such Continuing Disclosure Agreement applicable to it. Notwithstanding any other provision of this Indenture, failure of the Commission to comply with the provisions of any Continuing Disclosure Agreement shall not constitute an Event of Default under this Indenture; provided, however, that the Trustee, at the request of any Participating Underwriter or the Owner of an Outstanding Obligation, shall (but only to the extent that the Trustee is indemnified to its satisfaction from any liability or expense, including fees and expenses of its attorneys) or any Owner or Beneficial Owner of an Obligation may, take such actions as may be necessary and 82 OHSUSA:765989901.12 331 appropriate, including seeking mandate or specific performance by court order to cause the Commission to comply with its obligations under this Section. Section 6.19 Further Assurances. The Commission will adopt, deliver, execute and make any and all further assurances, instruments and resolutions as may be reasonably necessary or proper to carry out the intention or to facilitate the performance hereof and for the better assuring and confirming unto the Holders of the rights and benefits provided herein. ARTICLE VII DEFAULT PROVISIONS AND REMEDIES Section 7.01 Events of Default. Any one of the following and any other event specified in a Supplemental Indenture as an Event of Default shall constitute an Event of Default hereunder: (a) default in the payment of any interest on any Highest Priority Obligation when and as the same shall have become due and payable; (b) default in the payment of the principal of or premium, if any, on any Highest Priority Obligation when and as the same shall become due and payable, whether at the stated maturity or redemption date thereof or otherwise; (c) default by the Commission in the observance or performance of any other covenant or agreement of the Commission contained in this Indenture and the continuance thereof for a period of sixty (60) days after written notice thereof to the Commission given by the Trustee; (d) if the Commission files a petition in voluntary bankruptcy for the composition of its affairs or for its corporate reorganization under any state or federal bankruptcy or insolvency law, or makes an assignment for the benefit of creditors, or admits in writing to its insolvency or inability to pay debts as they mature, or consents in writing to the appointment of a trustee or receiver for itself; (e) if a court of competent jurisdiction shall enter an order, judgment or decree declaring the Commission insolvent, or adjudging it bankrupt, or appointing a trustee or receiver of the Commission, or approving a petition filed against the Commission seeking reorganization of the Commission under any applicable law or statute of the United States of America or any state thereof, and such order, judgment or decree shall not be vacated or set aside or stayed within sixty (60) days from the date of the entry thereof; or (0 if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Commission or of the Revenue, and such custody or control shall not be terminated within sixty (60) days from the date of assumption of such custody or control. The Commission shall notify the Trustee of the occurrence of a Bankruptcy Related 83 OHSUSA:765989901.12 332 Event or an Event of Default within five (5) Business Days after the Commission learns of the occurrence. If the Trustee has actual knowledge, or is notified by the Commission or a Bondholder, of the occurrence of an Event of Default or a Bankruptcy Related Event hereunder, the Trustee shall provide prompt written notice of the occurrence of such Event of Default or Bankruptcy Related Event to the Commission and all Bondholders. Section 7.02 Application of Revenue and Other Funds After Default. If an Event of Default shall occur and be continuing, the Trust Estate shall be under the control of and applied by the Trustee as follows and in the following order: (a) first, to the payment of all fees, costs and other expenses (including the reasonable fees, costs and expenses of counsel and actual fees, costs and expenses due and payable by the Commission pursuant to the indemnity required by Section 7.06(c)) owed to the Trustee, and then to the pro rata payment of all costs and other expenses (including the reasonable fees, costs and expenses of counsel) owed to the trustee or Holder of any Obligations in connection with the performance of their obligations under the Financing Documents, including to the TIFIA Lender under the applicable TIFIA Loan Agreement, to which they are a party and the consummation of the transactions contemplated thereby (in each case to the extent not previously satisfied); (b) second, to the payment of Operation and Maintenance Expenses; (c) third, to the pro rata payment of all accrued and unpaid interest (but not default interest, if any) on all Senior Lien Obligations then Outstanding, in each case in the order of maturity of the payments thereof; (d) fourth, to the pro rata payment of all unpaid principal amounts of any Senior Lien Obligations then due; (e) fifth, to the pro rata payment of all accrued and unpaid default interest then due, if any, with respect to any Senior Lien Obligations, and scheduled payments due under any related Hedging Obligations, if any, net of any scheduled amounts payable to the Commission with respect to scheduled Hedging Obligations under Qualified Swap Agreements; (0 sixth, to the pro rata payment of all accrued and unpaid redemption or prepayment premium then due, if any, with respect to any Senior Lien Obligations; (g) seventh, to the pro rata payment of all other amounts, if any, due and payable under any Financing Document with respect to any Senior Lien Obligations; (h) eighth, to the pro rata payment of all accrued and unpaid interest (but not default interest, if any) on all Second Lien Obligations; (i) ninth, if any unpaid principal of any Second Lien Obligations has become due, to the pro rata payment of such unpaid principal amounts; (j) tenth, to the pro rata payment of all accrued and unpaid default interest then due, if any, with respect to any Second Lien Obligations and scheduled payments due under 84 OHSUSA:765989901.12 333 any related Hedging Obligations, if any, net of any scheduled amounts payable to the Commission with respect to scheduled Hedging Obligations under Swaps; (k) eleventh, to the pro rata payment of all accrued and unpaid redemption or prepayment premium then due, if any, with respect to any Second Lien Obligations; (1) twelfth, to the pro rata payment of all other amounts, if any, due and payable under any Financing Document with respect to any Second Lien Obligations; (m) thirteenth, to the pro rata payment of all accrued and unpaid interest (but not default interest, if any) on all Subordinate Obligations; (n) fourteenth, if any unpaid principal of any Subordinate Obligations has become due, to the pro rata payment of such unpaid principal amounts; (o) fifteenth, to the pro rata payment of all accrued and unpaid default interest then due, if any, with respect to any Subordinate Obligations and scheduled payments due under any related Hedging Obligations, if any, net of any scheduled amounts payable to the Commission with respect to scheduled Hedging Obligations under Swaps; (p) sixteenth, to the pro rata payment of all accrued and unpaid redemption or prepayment premium then due, if any, with respect to any Subordinate Obligations; (q) seventeenth, to the pro rata payment of all other amounts, if any, due and payable under any Financing Document with respect to any Subordinate Obligations; (r) eighteenth, to the payment of any Hedging Termination Obligations with respect to Qualified Swap Agreements or Swaps; and (s) nineteenth, upon the payment in full of all Secured Obligations in accordance with clauses first through eighteenth hereof, to pay to the Commission, or as may be directed by the Commission, or as a court of competent jurisdiction may direct, any Revenue or other funds then remaining in the Trust Estate. Section 7.03 No Acceleration. There shall be no right of acceleration with respect to the Obligations. Section 7.04 Suits at Law or in Equity and Mandamus. In case one or more Events of Default shall occur, then and in every such case the Trustee may, and shall at the request of the Holders of not less than a majority of the Bond Obligation of the Highest Priority Obligations then Outstanding (or such greater percentage of the Holders of Highest Priority Obligations as may be specified in the Supplemental Indenture) upon receiving indemnity reasonably satisfactory to it, potentially including indemnity provided by such Holders (subject to Section 7.06(c)), proceed to protect and enforce Bondholder rights by such appropriate judicial proceeding as shall be deemed most effectual to protect and enforce any such right, either by suit in equity or by action at law, whether for the specific performance of any covenant or agreement contained in this Indenture, or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the holders of Obligations by 85 OHSUSA:765989901.12 334 this Indenture or such Obligations or by law. The provisions of this Indenture shall constitute a contract with each and every Bondholder and the duties of the Commission shall be enforceable by the Trustee on behalf of any Bondholder by mandamus or other appropriate suit, action or proceeding in any court of competent jurisdiction. Nothing herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Bondholder any plan of reorganization, arrangement, adjustment, or composition affecting the Obligations or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding without the approval of the Holders so affected. Section 7.05 Waivers. No delay or omission to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or acquiescence therein and every such right and power may be exercised from time to time and as often as may be deemed expedient. No waiver of any Event of Default hereunder shall extend to or shall affect any subsequent Event of Default or shall impair any rights or remedies consequent thereon. Section 7.06 Rights of Subordinate Lenders. (a) Nothing in this Article VII or elsewhere in this Indenture shall be construed to limit or preclude the exercise of any rights or remedies reserved by the trustee for the Second Lien Obligations or by the trustee for or Holder of any Subordinate Obligations; (b) Upon the occurrence of a Bankruptcy Related Event, if the TIFIA Loan is then outstanding the TIFIA Lender may request, and the Trustee shall, upon receiving indemnity reasonably satisfactory to it from the Commission, proceed to protect and enforce the TIFIA Lender's rights by such appropriate judicial proceeding as shall be deemed most effectual to protect and enforce any such right, either by suit in equity or by action at law, whether for the specific performance of any covenant or agreement contained in this Indenture, or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the TIFIA Lender as a third -party beneficiary by this Indenture or by law. The provisions of this Indenture shall constitute a contract with the TIFIA Lender and the duties of the Commission shall be enforceable by the Trustee on behalf of the TIFIA Lender by mandamus or other appropriate suit, action or proceeding in any court of competent jurisdiction. Nothing herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of the TIFIA Lender any plan of reorganization, arrangement, adjustment, or composition affecting the TIFIA Loan or the rights of the TIFIA Lender, or to authorize the Trustee to vote in respect of the claim of the TIFIA Lender in any such proceeding without the approval of the TIFIA Lender. (c) The Commission agrees to provide adequate indemnity to the Trustee on behalf of the TIFIA Lender in accordance with this Section 7.06; provided that such indemnity shall be provided from Revenues in accordance with the provisions of this Indenture; and provided, further, that in no event shall such indemnity exceed the amount of indemnity that the Commission is required to provide the TIFIA Lender pursuant to the applicable TIFIA Loan Agreement; and provided, further, that in no event shall the Trustee be required to continue to protect and enforce the TIFIA Lender's rights if it does not receive adequate indemnity to proceed. 86 OHSUSA:765989901.12 335 ARTICLE VIII THE TRUSTEE Section 8.01 Trustee. (a) U.S. BANK NATIONAL ASSOCIATION, will serve as the Trustee under this Indenture. The Trustee shall be required to perform such duties and only such duties as are specifically set forth in this Indenture. The Trustee shall, during the existence of any Event of Default (that has not been cured), exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as reasonable persons would exercise or use under the circumstances in the conduct of their own affairs. The Trustee accepts the duties imposed upon it hereunder and agrees, particularly: (i) to hold all sums held by it for the payment of the principal and Purchase Price of, premium, if any, or interest on the Obligations in trust for the benefit of the Holders of the Obligations as provided herein until such sums shall be paid to such Holders of such Obligations or otherwise disposed of as herein provided; (ii) to authenticate and cancel Obligations as provided herein; (iii) to perform its obligations under this Indenture; and (iv) to keep such books and records relating to its duties as Trustee as shall be consistent with reasonable industry practice and to make such books and records available for inspection by the Commission at all reasonable times upon reasonable notice. The Commission shall cause the necessary arrangements to be made and to be thereafter continued whereby: (i) funds derived from the sources specified in this Indenture will be made available at the Principal Office of the Trustee for the timely payment of principal and Purchase Price of, premium, if any, and interest on the Obligations; (ii) Obligations shall be made available for authentication, exchange and registration of transfer by the Trustee at the Principal Office of the Trustee; and (iii) the Trustee shall be furnished such records and other information, at such times, as shall be required to enable the Trustee to perform the duties and obligations imposed upon it hereunder. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action or its own negligent failure to act, except that, at all times regardless of whether or not any Event of Default shall exist: (i) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; (ii) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate, notice, order, requisition, request, consent or opinion furnished to the Trustee conforming to the requirements of this Indenture; but in the case of any such certificate, notice, order, requisition, request, consent or opinion which by any provision hereof is specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not it, on its face, conforms to the requirements of this Indenture; (iii) the Trustee shall not be liable for any error of judgment made in good faith unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and (iv) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority, or such larger or smaller percentage as may be required hereunder, in Bond Obligation 87 OHSUSA:765989901.12 336 of the Highest Priority Obligations at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred upon the Trustee under this Indenture. The permissive right of the Trustee to do things enumerated in this Indenture as a right shall not be construed as a duty and the Trustee shall not be answerable for other than its negligence or willful misconduct. (c) None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur individual financial liability in the performance of any of its duties or in the exercise of any of its rights or powers. The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. Before taking any action under this Indenture relating to an Event of Default or taking any other action (other than making payments of principal and interest in accordance with the provisions of this Indenture) hereunder, the Trustee may require that indemnity reasonably satisfactory to it be furnished for the reimbursement of all expenses to which it may be put and to protect it against all liability. (d) No delivery of Obligations to the Trustee or purchase of Obligations by the Trustee shall constitute a redemption of Obligations or any extinguishment of the debt represented thereby, unless such Obligations are surrendered by the Commission to the Trustee for cancellation pursuant to this Indenture. (e) The Trustee shall not be accountable for the use or application by the Commission of the proceeds of the Obligations or for the use or application of any money paid over to the Commission by the Trustee in accordance with the provisions of this Indenture. The Trustee shall have no responsibility or liability with respect to any information, statements or recitals in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of the Obligations other than information provided by the Trustee for use therein, if any. (0 Whenever in the administration of this Indenture the Trustee shall deem it necessary or desirable that a matter be provided or established prior to taking or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by a Certificate of the Commission and delivered to the Trustee and such certificate, in the absence of negligence or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof. (g) The Trustee may elect to accept and act upon instructions or directions pursuant to this Indenture sent by facsimile or Electronic means, provided, however, that, the Trustee shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Commission elects to give the Trustee facsimile or Electronic instructions and the Trustee in its discretion elects to act upon such instructions, the Trustee's understanding of such instructions shall be deemed controlling in the absence of its negligence or willful misconduct. The Trustee shall not be liable for any losses, costs or expenses arising 88 OHSUSA:765989901.12 337 directly or indirectly from the Trustee's reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. In the absence of negligence or willful misconduct by the Trustee, the Commission agrees to assume all risks arising out of the use of such facsimile or Electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. Section 8.02 Compensation and Indemnification of Trustee. The Commission shall: (i) pay the Trustee reasonable compensation (which, to the extent permitted by applicable law, shall not be limited by any law limiting the compensation of the trustee of an express trust); (ii) pay or reimburse the Trustee upon request for all reasonable fees, expenses, disbursements and advances incurred or made in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), except to the extent that any such expense, disbursement or advance is due to its own negligence or willful misconduct; and (iii) to the extent permitted by applicable law, indemnify the Trustee and its officers, directors, agents and employees for, and to hold it harmless against, any loss, liability, cost, suit, claim, judgment, damage or expense incurred by it, arising out of or in connection with the acceptance or administration of this Indenture or the performance of its duties hereunder, including legal fees and expenses and the costs and expenses of defending itself against or investigating any claim of liability or expense, except to the extent that any such liability or expense was due to its own negligence or willful misconduct. The obligations of the Commission under this Section 8.02 shall survive the satisfaction and discharge of this Indenture and the earlier removal or resignation of the Trustee. When the Trustee incurs expenses or renders services after the occurrence of an Event of Default, such expenses and the compensation for such services are intended to constitute expenses of administration under any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law. Section 8.03 Qualifications of Trustee; Resignation; Removal. (a) There shall at all times be a trustee hereunder that is a commercial bank, trust company or national association organized and doing business under the laws of the United States or of a state thereof, authorized under such laws to exercise corporate trust powers, having (or if such bank, trust company or national association is a member of a bank holding company system, its holding company has) a combined capital and surplus of at least five hundred million dollars ($500,000,000), and subject to supervision or examination by federal or state authority. If such banks, trust companies, or banking associations publish reports of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then, for the purposes of this Section 8.03, the combined capital and surplus of such banks, trust companies or banking associations shall be deemed to be their combined capital and surplus as set forth in their most recent reports of conditions so published. (b) The Trustee may at any time resign by giving at least thirty (30) days' written notice to the Commission. Upon receiving such notice of resignation, the Commission, shall promptly appoint a successor trustee by an instrument in writing. If no successor trustee shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning trustee may petition any court of competent 89 OHSUSA:765989901.12 338 jurisdiction for the appointment of a successor trustee, or any Holder who has been a bona fide Holder of a Highest Priority Obligation for at least six months may, on behalf of itself and any others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. (c) In case at any time either of the following shall occur: (i) the Trustee shall cease to be eligible in accordance with the provisions of this Section 8.03 and shall fail to resign after written request therefor by the Commission or by any Holder who has been a bona fide Holder of a Highest Priority Obligation for at least six months; or (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, the Commission may remove the Trustee and appoint a successor trustee by an instrument in writing executed by an Authorized Representative, or any Holder who has been a bona fide Holder of a Highest Priority Obligation for at least six months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. If no successor trustee shall have been so appointed by the Commission and have accepted appointment within thirty (30) days after such removal, the Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder who has been a bona fide Holder of a Highest Priority Obligation for at least six months may, on behalf of itself and any others similarly situated, petition any such court for the appointment of a successor trustee. (d) The Commission or Holders of a majority in Bond Obligation of the Highest Priority Obligation at the time Outstanding may at any time remove the Trustee and appoint a successor trustee by an instrument or concurrent instruments in writing signed by an Authorized Representative of the Commission or by such Holders, as the case may be. (e) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.03 shall become effective upon written acceptance of appointment by the successor trustee acceptable to the Commission. Any successor trustee shall execute, acknowledge and deliver to the Commission and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations of its predecessor in the trusts hereunder, with like effect as if originally named as Trustee herein; but, nevertheless, on the Written Request of the Commission or the request of the successor trustee, the predecessor trustee ceasing to act shall execute and deliver an instrument transferring to such successor trustee, upon the trusts herein expressed, all the rights, powers and trusts of the trustee so ceasing to act. Upon request of any such successor trustee, the Commission shall execute any and all instruments in writing necessary or desirable for more fully and certainly vesting in and confirming to such successor trustee all such rights, powers and duties. No successor trustee shall accept appointment as provided in this Section 8.03 unless at the time of such acceptance such successor trustee shall be 90 OHSUSA:765989901.12 339 eligible under the provisions of this Section 8.03. Upon acceptance of appointment by a successor trustee as provided in this Section 8.03, the Commission or such successor trustee shall give Holders notice of the succession of such trustee to the trusts hereunder. (0 Any company into which the Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible under this Section 8.03 and acceptable to the Commission, shall be the successor to such Trustee without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding. (g) In the event of the resignation or removal of the Trustee, the Trustee shall deliver any money and any Obligations and its related books and records held by it in such capacity to its successor. (h) The Trustee may execute any of the trusts or powers hereof and perform any of its duties and responsibilities hereunder by or through attorneys, agents or receivers, including issuing and paying agents as provided in Section 8.05, and the Trustee shall not be answerable for the conduct of the same if appointed with due care hereunder, provided that the Trustee shall remain responsible for its duties hereunder. The Trustee may consult with counsel and the advice or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in the absence of negligence and willful misconduct and in accordance with such advice or opinion of counsel. Section 8.04 Instrument of Bondholders. Any instrument required by this Indenture to be executed by Bondholders may be in any number of writings of similar tenor and may be executed by Bondholders in person or by agent appointed in writing. Proof of the execution of any such instrument or of the writing appointing any such agent and of the ownership of Obligations given in any of the following forms shall be sufficient for any of the purposes of this Indenture: (i) a certificate of any officer in any jurisdiction who by law has power to take acknowledgements within such jurisdiction that the person signing such writing acknowledged before him the execution thereof; or (ii) a certificate executed by any trust company or bank stating that at the date thereof the party named therein did exhibit to an officer of such trust company or bank, as the property of such parry, the Obligations therein mentioned. The Trustee may rely on such an instrument of Bondholders unless and until the Trustee receives notice in the form specified in (i) or (ii) above that the original such instrument is no longer reliable. In the event that the Trustee shall receive conflicting directions from two or more groups of Bondholders, each with combined holdings of not less than twenty-five percent (25%) of the principal amount of Outstanding Highest Priority Obligations, the directions given by the group of Bondholders that holds the largest percentage of Highest Priority Obligations shall be controlling and the Trustee shall follow such directions to the extent required herein. The Trustee shall have no liability provided it is following the instructions of such Bondholders permitted to direct the Trustee pursuant to this Indenture. 91 OHSUSA:765989901.12 340 Section 8.05 Issuing and Paying Agents. The Commission may appoint and at all times have one or more issuing and paying agents in such place or places as the Commission may designate, for the payment of a Series of Obligations. Such issuing and paying agent shall meet the qualifications for the Trustee and the procedures and conditions for removal and resignation set forth in Section 8.03 hereof. It shall be the duty of the Trustee to make such arrangements with any such issuing and paying agent as may be necessary to assure, to the extent of the moneys held by the Trustee for such payment, the prompt payment of Obligations presented at either place of payment. ARTICLE IX AMENDMENTS Section 9.01 Amendments to Indenture Not Requiring Consent of Bondholders. Except to the extent restricted by a Supplemental Indenture, the Commission and the Trustee, without the consent of or notice to any Bondholders, may execute Supplemental Indentures amending this Indenture for one or more of the following purposes: (a) to grant to or confer upon the Trustee for the benefit of the Holders of any Series of Obligations or of all Obligations any additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the Trustee; (b) to grant or pledge to the Trustee for the benefit of the Holders of any Series of Obligations or of all Obligations any additional security; (c) to amend this Indenture in such manner as may be necessary or convenient in connection with the book -entry system for payments, transfers and other matters relating to the Obligations; (d) to cure any ambiguity, supply any omission, or to correct or supplement any provision of this Indenture that, in the Opinion of Bond Counsel, is defective or inconsistent with any other provision of this Indenture; (e) to insert such provisions clarifying matters or questions arising under this Indenture as are necessary or desirable and are not contrary to or inconsistent with this Indenture as theretofore in effect; (0 to make any change therein necessary, in the Opinion of Bond Counsel, to maintain the exclusion from gross income for federal income tax purposes of the interest on any Outstanding Obligations intended by the Commission to bear federally tax-exempt interest; (g) to modify, amend or supplement this Indenture or any Supplemental Indenture in such manner as to permit, if presented, the qualification hereof and thereof under the Trust Indenture Act of 1939 or any similar federal statute hereafter in effect or under any state blue sky law; (h) to make modifications or adjustments necessary in order to accommodate a Credit Support Instrument or a Reserve Facility; 92 OHSUSA:765989901.12 341 (i) to modify, alter, amend or supplement this Indenture if (1) all of the Obligations to be affected thereby are variable interest rate obligations, (2) the modification, alteration, amendment or supplement shall not become effective until written notice thereof shall have been given to Bondholders of the affected Series by the Trustee, and (3) thirty (30) days shall have passed during which time such Bondholders shall have had the opportunity to tender their variable interest rate bonds for purchase; 0) to modify, alter, amend or supplement this Indenture if (1) all of the Obligations to be affected thereby are Obligations in the form of or securing payment of a TIFIA Loan, and (2) the written consent of the TIFIA Lender has been obtained to such modification, alteration, amendment or supplement; (k) to make any change therein that does not materially and adversely affect the rights of any of the Holders of the Obligations (and the absence of a material or adverse effect is required to, be evidenced by a Certificate of the Commission or an Opinion of Bond Counsel delivered pursuant to Section 9.04); and (1) to issue additional Obligations hereunder in accordance with the terms hereof, including to specify and determine the lien status of a Series of Obligations or, if applicable, the springing lien status of a Series of Obligations and also any other matters and things relative to such Obligations which are not contrary to or inconsistent with this Indenture as theretofore in effect, or to amend, modify or rescind any such authorization, specification or determination at any time prior to the original issuance of such Obligations; provided, in addition to the limitation set forth in Section 9.04, that no such amendment may permit, or be construed as permitting, (i) an extension of the maturity of the principal of, or the mandatory redemption date of, or interest on, any Obligation, or (ii) a reduction in the principal amount of, or the redemption premium or the rate of interest on, any Obligation, or (iii) a preference or priority of any Senior Lien Obligations over any other Senior Lien Obligations, or (iv) a preference or priority of any Second Lien Obligation or Second Lien Obligations over any other Second Lien Obligation or Second Lien Obligations or Senior Lien Obligation, or (v) a preference or priority of any Subordinate Obligation or Subordinate Obligations over any other Subordinate Obligation or Subordinate Obligations, Second Lien Obligation or Senior Lien Obligation (except as otherwise provided herein with respect to Subordinate Obligations in the form of or securing the payment of a TIFIA Loan) or (vi) a reduction in the Bond Obligation of the Obligations required for any consent to any amendment pursuant to Section 9.02. Section 9.02 Amendments to Indenture Requiring Consent of Bondholders and TIFIA Lender. Exclusive of amendments authorized by Section 9.01 and subject to the terms and provisions contained in this Section 9.02 and in any Supplemental Indenture, and further subject at all times prior to repayment of each Subordinate Obligation in the form of or securing payment of a TIFIA Loan in full pursuant to its terms to receipt of written consent from the TIFIA Lender, the Holders of at least a majority in aggregate Bond Obligation of the Obligations Outstanding at the time such consent is given, and in case less than all of the several Series of Obligations then Outstanding are affected by the modification or amendment, of the Holders of at least a majority in aggregate Bond Obligation of the Obligations of each Series so affected and Outstanding at the time such consent is given (provided, however, that if such 93 OHSUSA:765989901.12 342 modification or amendment will, by its terms, not take effect so long as any Obligations of any particular Series and maturity remain Outstanding, the consent of the Holders of such Obligations shall not be required and such Obligations shall not be deemed to be Outstanding for the purpose of any calculation of Outstanding Obligations under this Section 9.02) shall have the right, from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to such other amendments hereto for the purpose of modifying, altering, amending, or supplementing any of the terms or provisions contained in this Indenture or in any Supplemental Indenture; provided, however, that nothing in this Section 9.02 shall permit, or be construed as permitting (i) an extension of the maturity of the principal of, or the mandatory redemption date of, or interest on, any Obligation, or (ii) a reduction in the principal amount of, or the redemption premium or the rate of interest on, any Obligation, or (iii) a preference or priority of any Senior Lien Obligations over any other Senior Lien Obligations, or (iv) a preference or priority of any Second Lien Obligation or Second Lien Obligations over any other Second Lien Obligation or Second Lien Obligations or Senior Lien Obligations, or (v) a preference or priority of any Subordinate Obligation over any other Subordinate Obligation (except as otherwise provided herein with respect to Subordinate Obligations in the form of or securing payment of a TIFIA Loan) or (vi) a reduction in the Bond Obligation of the Obligations required for any consent to any amendment. Section 9.03 Notice to and Consent of Bondholders. If consent of the Bondholders is required under the terms of this Indenture for the amendment of this Indenture or for any other similar purpose, the Commission shall cause notice of the proposed amendment to be given by first-class mail to the Holders of the Outstanding Obligations then shown on the registration books for the Obligations. Such notice shall briefly set forth the nature of the proposed amendment or other action and shall state that copies of any such amendment are on file at the office of the Commission and the Principal Office of the Trustee for inspection by all Bondholders. If, within sixty (60) days or such longer period as shall be prescribed by the Commission following the mailing of such notice, the Holders of the requisite principal amount of the Obligations Outstanding by instruments filed with the Commission shall have consented to the amendment or other proposed action, then the Commission may adopt or execute, as appropriate, such amendment or take such proposed action and the consent of the Bondholders shall thereby be conclusively presumed. Such instruments filed with the Commission may include documents, including Certificates of the Commission, stating that Holders of Obligations have consented to an amendment by purchasing such Obligations if the official statement or other disclosure document related to such purchase disclosed that the purchase of the Obligations was deemed to mean that the Holders consented to the amendment. Section 9.04 Execution and Effect of Supplemental Indentures. Prior to executing any Supplemental Indenture hereunder, the Trustee shall receive, and is entitled to rely upon, an Opinion of Bond Counsel to the effect that such Supplemental Indenture is authorized or permitted hereunder. The Trustee is not obligated to execute any Supplemental Indenture adversely affecting its rights, duties protections and immunities hereunder. The Trustee shall not execute any Supplemental Indenture materially affecting the priority of payment of any Second Lien Obligation or the rights and obligations of the holders of any Second Lien Obligation, as evidenced by the Opinion of Bond Counsel delivered pursuant to this Section 9.04, without the prior written consent of the trustee for or required holders of such Second Lien Obligation. The Trustee shall not execute any Supplemental Indenture materially affecting the priority of 94 OHSUSA:765989901.12 343 payment of any Subordinate Obligation or the rights or obligations of the holder of any Subordinate Obligation, as evidenced by the Opinion of Bond Counsel delivered pursuant to this Section 9.04, without the prior written consent of the trustee for or required holders of such Subordinate Obligation. Upon the execution and delivery of any Supplemental Indenture pursuant to this Article IX, this Indenture shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Indenture of the Commission, the Trustee and all Owners of Outstanding Obligations shall thereafter be determined, exercised and enforced subject in all respects to such modification and amendment, and all the terms and conditions of any such Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes. Section 9.05 Obligations Owned by Commission. (a) For purposes of this Article IX, Obligations owned or held by or for the account of the Commission shall not be deemed Outstanding for the purpose of consent or other action or any calculation of Outstanding Obligations provided for in this Article IX, and the Commission shall not be entitled with respect to such Obligations to give any consent or take any other action provided for in this Article IX; except that in determining whether the Trustee shall be protected in relying upon any such approval or consent of a Holder, only Obligations which the Trustee actually knows to be owned by the Commission shall be disregarded unless all Obligations are owned or held by or for the account of the Commission, in which case such Obligations shall be considered Outstanding for the purpose of such determination. Upon request of the Trustee, at the time of any consent or other action is to be taken under this Article IX, the Commission shall furnish the Trustee a Certificate of the Commission, upon which the Trustee may rely, describing all Senior Lien Obligations so to be excluded. (b) The purchase or other acquisition of Obligations by or on behalf of the Commission shall not cancel, extinguish, or otherwise affect the Obligations unless such Obligations are surrendered by the Commission to the Trustee for cancellation in accordance with Section 10.01(b). ARTICLE X DISCHARGE OF LIEN Section 10.01 Discharge of Lien and Security Interest. (a) At the election of the Commission, upon payment in full of all the Obligations and of all other amounts payable under this Indenture, the pledge and lien on the Trust Estate arising under this Indenture shall cease, determine and be void; provided, however, such discharge of this Indenture shall not terminate the powers and rights granted to the Trustee with respect to the payment, transfer and exchange of the Obligations, and Section 8.02 shall survive hereunder. In such event, upon the written request of the Commission, the Trustee shall cooperate with an accounting for such period or periods as shall be requested by the Commission to be prepared and filed with the Commission and shall execute and deliver to the Commission all such instruments as may be necessary or desirable to evidence such discharge as prepared by or on behalf of the Commission, and the Trustee shall pay over, transfer, assign or deliver to the Commission all moneys or securities or other property held by it pursuant to this Indenture which are not 95 OHSUSA:765989901.12 344 required for the payment or redemption of Obligations not theretofore surrendered for such payment or redemption. (b) The Commission may at any time surrender to the Trustee for cancellation any Obligations previously authenticated and delivered hereunder that the Commission at its option may have acquired in any manner whatsoever and such Obligations upon such surrender and cancellation shall be deemed to be paid and retired. (c) Notwithstanding any provision in this Indenture to the contrary, if the principal of or interest on any Obligations shall be paid by a Credit Provider, those Obligations shall remain Outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid by the Commission within the meaning of this Section 10.01, and the pledge of the Trust Estate and all covenants, agreements and other obligations of the Commission as herein provided shall continue to exist and shall run to the benefit of such Credit Provider, and such Credit Provider shall be subrogated to the rights of the Holders. Section 10.02 Provision for Payment of Obligations. Obligations (or any portion of the Obligations) shall be deemed to have been paid within the meaning of Section 10.01 if: (a) there shall have been irrevocably deposited with the Trustee or other fiduciary in trust either (i) lawful money of the United States of America in an amount that shall be sufficient, or (ii) Defeasance Securities, the principal and interest on which when due, together with the moneys, if any, deposited with the Trustee at the same time, shall be sufficient (as confirmed by a report of an Independent Certified Public Accountant or verification agent), to pay when due the principal amount of, redemption premium (if any) and all unpaid interest on such Obligations (or any portion thereof) to the maturity or the redemption date thereof, as the case may be; and (b) if any such Obligations are to be redeemed on any date prior to their maturity, (i) the Trustee shall have received (not less than 25 days prior to the proposed redemption date) in form satisfactory to it irrevocable written instructions from an Authorized Representative to redeem such Obligations on such date and (ii) notice of such redemption shall have been given or provision satisfactory to the Trustee shall have been irrevocably made for the giving of such notice. Limitations elsewhere specified herein regarding the investment of money held by the Trustee shall not be construed to prevent the depositing and holding of the Defeasance Securities described in Section 10.02(a)(ii) for the purpose of defeasing the lien of this Indenture as to Obligations that have not yet become due and payable. In addition, all money so deposited as provided in Section 10.02(a)(i) may also be invested and reinvested, at the written direction of an Authorized Representative, in Defeasance Securities, maturing in the amounts and times as hereinbefore set forth, subject to the confirming report of an Independent Certified Public Accountant or verification agent as to the sufficiency thereof as provided in Section 10.02(a)(ii), and all income from all Defeasance Securities in the hands of the Trustee or other fiduciary pursuant to this Section 10.02, that is not required for the payment of the principal of the Obligations and interest and redemption premium, if any, thereon with respect to which such 96 OHSUSA:765989901.12 345 money shall have been so deposited, shall be deposited in the Toll Revenue Fund as and when realized and applied as is other money deposited in the Toll Revenue Fund, or, in the event there are no longer any Obligations Outstanding under this Indenture, such income shall be automatically paid over to the Commission. Notwithstanding any other provision of this Indenture, no Obligation that is subject to optional or mandatory tender in accordance with the provisions of the Supplemental Indenture pursuant to which such Obligation was issued, shall be deemed to be paid within the meaning of this Indenture, unless arrangements shall have been made to assure that such Obligation, if tendered for purchase prior to the date of its redemption or maturity in accordance with the provisions of the applicable Supplemental Indenture, could be paid and redeemed from such moneys or Defeasance Securities as are provided pursuant to this Section 10.02. Section 10.03 Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any moneys held by the Trustee in trust for the payment and discharge of any of the Obligations that remain unclaimed for two (2) years after the date when such Obligations shall have become due and payable (during which period the Trustee shall hold such moneys without liability for interest), either at their stated maturity dates, tender for purchase or by call for redemption, if such moneys were held by the Trustee at such date, or for two (2) years after the date of deposit of such moneys, if deposited with Trustee after the date when such Obligations or the Purchase Price thereof became due and payable, shall automatically be repaid by the Trustee to the Commission as its absolute property free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Holders shall look only to the Commission for the payment of the principal or Purchase Price of, the redemption premiums, if any, and interest on such Obligations. ARTICLE XI MISCELLANEOUS Section 11.01 Liability of Commission Limited to Trust Estate. Notwithstanding anything contained herein, the Commission shall not be required to advance any money derived from any source of income other than from the Trust Estate as provided herein for the payment of the principal of or redemption premium, if any, or interest on the Obligations or for the performance of any agreements or covenants contained herein. The Commission may, however, advance funds for any such purpose so long as such funds are derived from a source legally available for such purpose and may be used by the Commission for such purpose without incurring an indebtedness prohibited hereby. The Obligations are limited obligations of the Commission payable, as to principal thereof, and redemption premium, if any, upon the redemption of any thereof, and interest thereon, solely from the Trust Estate as provided herein and the Commission is not obligated to pay them except from the Trust Estate. The Obligations do not constitute a debt or liability of the State or of any political subdivision of the State other than the Commission, or a pledge of the full faith and credit of the State or of any political subdivision of the State. 97 OHSUSA:765989901.12 346 Section 11.02 Limitation of Rights; Third Party Beneficiary. With the exception of rights herein expressly conferred, nothing expressed or mentioned in or to be implied from this Indenture or the Obligations is intended or shall be construed to give to any Person other than the Bondholders and each Secured Creditor any legal or equitable right, remedy or claim under or in respect to this Indenture or any covenants, conditions and provisions herein contained; this Indenture and all of the covenants, conditions and provisions herein being intended to be and being for the sole and exclusive benefit of the Bondholders and each Secured Creditor. Any consent right set forth herein of the TIFIA Lender shall not be applicable if the Obligation evidenced by the TIFIA Loan will be prepaid in full upon the proposed action of the Commission. Section 11.03 Rights of Credit Providers. (a) A Supplemental Indenture authorizing a Series of Obligations may provide that any Credit Provider providing a Credit Support Instrument with respect to Obligations of such Series may exercise any right under this Indenture given to the Owners of the Obligations to which such Credit Support Instrument relates. (b) All provisions under this Indenture authorizing the exercise of rights by a Credit Provider with respect to consents, approvals, directions, waivers, appointments, requests or other actions, shall be deemed not to require or permit such consents, approvals, directions, waivers, appointments, requests or other actions and shall be read as if the Credit Provider were not mentioned therein during any period during which there is a default by such Credit Provider under the applicable Credit Support Instrument or after the applicable Credit Support Instrument shall at any time for any reason cease to be valid and binding on the Credit Provider, or shall be declared to be null and void by final judgment of a court of competent jurisdiction, or after the Credit Support Instrument has been rescinded, repudiated by the Credit Provider or terminated, or after a receiver, conservator or liquidator has been appointed for the Credit Provider or if the Credit Provider is rated below Baa3 by Moody's or BBB- by S&P. All provisions relating to the rights of a Credit Provider shall be of no further force and effect if all amounts owing to the Credit Provider under a Credit Support Instrument have been paid and the Credit Support Instrument provided by such Credit Provider is no longer in effect. Section 11.04 Severabilitv. If any provision of this Indenture is held to be in conflict with any applicable statute or rule of law or is otherwise held to be unenforceable for any reason whatsoever, such circumstances shall not have the effect of rendering the other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatsoever. If any one or more of the provisions contained in this Indenture or in the Obligations shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such provision or provisions shall be deemed severable from the remaining provisions contained in this Indenture and such invalidity, illegality or unenforceability shall not affect any other provision of this Indenture, and this Indenture shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. The Commission hereby declares that it would have executed this Indenture and each and every other section, paragraph, sentence, clause or phrase hereof, and authorized the issuance of the Obligations pursuant to this Indenture, irrespective of the fact that any one or more sections, paragraphs, sentences, clauses or phrases of this Indenture may be held illegal, invalid or unenforceable. 98 OHSUSA:765989901.12 347 Section 11.05 Notices. Except as otherwise provided herein, it shall be sufficient service or giving of notice, request, complaint, demand or other paper if the same shall be duly mailed by registered or certified mail, postage prepaid, addressed as follows: If to the Commission: Riverside County Transportation Commission P.O. Box 12008 Riverside, California 92502 or 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Attention: Chief Financial Officer Telephone: (951) 787-7141 Fax: (951) 787-7920 If to the Trustee: U.S. BANK NATIONAL ASSOCIATION [633 West Fifth Street, 24th Floor Los Angeles, California 90071 Attention: Corporate Trust Division Telephone: (213) 615-6023 Fax: (213) 615-6197] The Commission and the Trustee by notice given hereunder may designate any different addresses to which subsequent notices, certificates or other communications shall be sent, or addresses or other instructions for the giving of Electronic notice, but no notice directed to any one such entity shall be thereby required to be sent to more than two addresses. Section 11.06 Payments Due on Non -Business Days. Except as specifically provided otherwise in a Supplemental Indenture, any payment or transfer that would otherwise become due on a day that is not a Business Day need not be made on such day but shall be made on the next succeeding Business Day, with the same force and effect as if made on the date due, and no interest shall accrue for the period from and after the date due. Section 11.07 Captions. The captions or headings in this Indenture are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Indenture. 99 OHSUSA:765989901.12 348 Section 11.08 California Law. This Indenture shall be construed and governed in accordance with the laws of the State of California. Section 11.09 Effective Date. This Indenture shall become effective upon its execution and delivery. Section 11.10 Execution in Several Counterparts. This Indenture may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts, or as many of them as the Commission and Trustee shall preserve undestroyed, shall together constitute but one and the same instrument. 100 OHSUSA:765989901.12 349 IN WITNESS WHEREOF, the parties hereto have caused this Master Indenture to be executed by their officers thereunto duly authorized as of the day and year first written above. Countersigned: Clerk of the Board APPROVED AS TO FORM: By: General Counsel RIVERSIDE COUNTY TRANSPORTATION COMMISSION By Executive Director U.S. BANK NATIONAL ASSOCIATION, as Trustee By Authorized Officer 101 OHSUSA:765989901.12 350 SCHEDULE PROJECTS CONSTITUTING CAPITAL EXPENDITURES FUND PERMITTED EXPENDITURES 15 Express Lanes Southern Extension: Construct two tolled express lanes in each direction from SR-74 to Cajalco Rd. at an estimated cost of $560 million. 91/15 Connector Project: Construct new tolled express lane connectors from eastbound SR-91 to northbound I-15 and from southbound I-15 to westbound SR-91, including extending a single tolled express lane in each direction approximately one mile northerly on I-15 to Hidden Valley Parkway, at an estimated cost of $191 million. S-I OHSUSA:765989901.12 351 SCHEDULE II SCHEDULED REPAIR AND REHABILITATION FUND REQUIRED DEPOSITS Fiscal Year Ending June 30, Deposit Amount 20 S-II OHSUSA:765989901.12 352 SCHEDULE III RESIDUAL FUND SCHEDULED RETAINED BALANCE Residual Fund Date Scheduled Retained Balance S-III $ OHSUSA:765989901.12 EXHIBIT A FORM OF FUNDS TRANSFER CERTIFICATE [U.S. Bank National Association, as trustee 633 West Fifth Street, 24th Floor Los Angeles, California 90071 Attention: Corporate Trust Division Telephone: (213) 615-6023 Fax: (213) 615-6197] 20_1 This Funds Transfer Certificate is delivered pursuant to the Master Indenture, as supplemented by the First Supplemental Indenture, each dated as of [July 1, 2017] (as so supplemented, and as subsequently supplemented and amended, the "Indenture"), by and between Riverside County Transportation Commission (the "Commission") and U.S. BANK NATIONAL ASSOCIATION, as trustee (the "Trustee"). All capitalized terms used but not defined herein shall have the meanings specified in the Indenture. The undersigned [Executive Director/Deputy Executive Director/Chief Financial Officer/Toll Program Director] of the Commission hereby certifies to the Trustee on behalf of the Commission that the withdrawals and transfers below comply with the requirements of the Indenture. The Commission hereby requests that the Trustee make the following transfers on [ ], 20[_] for the following purposes: (A) Transfers from the Toll Revenue Fund in the following order of priority: (i) $ to the Operation and Maintenance Fund for the purposes contemplated by clause First of Section 5.03(b) and Section 5.06 of the Indenture. (ii) $ to the Rebate Fund for the purposes contemplated by clause Second of Section 5.03(b) and Section 5.13 of the Indenture. ' Must be at least two Business Days prior to date of making transfers pursuant to Indenture Section 5.25(b). A-1 OHSUSA:765989901.12 354 (iii) $ to the Senior Lien Obligations Interest Account for the purposes contemplated by clause Third of Section 5.03(b) and Section 5.14 of the Indenture. (iv) $ to the Senior Lien Obligations Principal Account for the purposes contemplated by clause Fourth of Section 5.03(b) and Section 5.15 of the Indenture. (v) $ to the Senior Lien Obligations Reserve Fund for the purposes contemplated by clause Fifth of Section 5.03(b) and Section 5.08 of the Indenture. (vi) $ to the Repair and Rehabilitation Fund for the purposes contemplated by clause Sixth of Section 5.03(b) and Section 5.11 of the Indenture. (vii) $ to the Senior Lien Obligations Interest Account for the purposes contemplated by clause Seventh of Section 5.03(b) of the Indenture with respect to TIFIA Scheduled Debt Service. (viii) $ to the Repair and Rehabilitation Sweep Reserve Account of the Repair and Rehabilitation Fund for the purposes contemplated by clause Eighth of Section 5.03(b) of the Indenture. (ix) $ to the Second Lien Obligations Interest Account for the purposes contemplated by clause Ninth of Section 5.03(b) and Section 5.16 of the Indenture. (x) $ to the Second Lien Obligations Principal Account for the purposes contemplated by clause Tenth of Section 5.03(b) and Section 5.17 of the Indenture. (xi) $ to the Second Lien Obligations Reserve Fund for the purposes contemplated by clause Eleventh of Section 5.03(b) and Section 5.09 of the Indenture. (xii) $ to the Subordinate Obligations Interest Account for the purposes contemplated by clause Twelfth of Section 5.03(b) and Section 5.18 of the Indenture. (xiii) $ to the Subordinate Obligations Principal Account for the purposes contemplated by clause Thirteenth of Section 5.03(b) and Section 5.19 of the Indenture. (xiv) $ to the Subordinate Obligations Reserve Fund for the purposes contemplated by clause Fourteenth of Section 5.03(b) and Section 5.10 of the Indenture. A-2 OHSUSA:765989901.12 355 (xv) $ to the Subordinate Obligations Interest Account for the purposes contemplated by clause Fifteenth of Section 5.03(b) of the Indenture with respect to TIFIA Scheduled Debt Service. (xvi) $ to the Holding Fund for the purposes contemplated by clause Sixteenth of Section 5.03(b) and Section 5.12 of the Indenture. (xvii) $ to the Commission Loan Fund for the purposes contemplated by clause Seventeenth of Section 5.03(b) and Section 5.12 of the Indenture with respect to repayment of loans to the Commission. (xviii) $ to the Capital Expenditures Fund for the purposes contemplated by clause Eighteenth of Section 5.03(b) and Section 5.07 of the Indenture (bringing the aggregate total of all Capital Expenditures Fund transfers to $ , which is less than the Capital Expenditures Fund Deposits Cap). (xix) $ to [insert counterparty to Qualified Swap Agreement or Swap] for the purposes contemplated by clause Nineteenth of Section 5.03(b) of the Indenture and [name relevant provision of Qualified Swap Agreement or Swap]. (xx) $ to the Residual Fund for the purposes contemplated by clause Twentieth of Section 5.03(b) and Section 5.12 of the Indenture. In the event that amounts on deposit in the Toll Revenue Fund are insufficient to satisfy in full the transfers in the amounts specified under items (i) through (xvi) above, the Trustee shall obtain instructions from the Commission as to the transfer of funds from another fund or account established under the Indenture to satisfy such transfer instructions in accordance with the Indenture. (B) Transfers to the Toll Revenue Fund from the following funds: (0 $ from the [2017 Bonds Reserve Account of the] Senior Lien Obligations Reserve Fund for the purposes contemplated by Sections 5.03(c). (ii) $ from the Second Lien Obligations Reserve Fund for the purposes contemplated by Sections 5.03(c). (iii) $ from the Subordinate Obligations Reserve Fund for the purposes contemplated by Sections 5.03(c). (iv) $ from the Repair and Rehabilitation Fund for the purposes contemplated by Sections 5.03(c). (v) $ from the Capital Expenditures Fund for the purposes contemplated by Sections 5.03(c). The Commission has determined as of the date of this Funds Transfer Certificate that the amount[s] specified in [(i), (ii), (iii), (iv)] above [is / are] the amount[s] by which the funds on A-3 OHSUSA:765989901.12 356 deposit in [the Senior Lien Obligations Reserve Fund, the Second Lien Obligations Reserve Fund, the Subordinate Obligations Reserve Fund, the Repair and Rehabilitation Fund, the Senior Lien Obligations Reserve Fund] exceed the [Senior Lien Obligations Reserve Requirement, Second Lien Obligations Reserve Requirement, Subordinate Obligations Reserve Requirement, Capital Expenditures Fund Deposit Cap, amount required for expected Repair and Rehabilitation Fund Permitted Expenditures] [or] [are no longer be needed for making Capital Expenditures Fund Permitted Expenditures]. (C) Transfer[s] to the party[ies] identified in Schedule I hereto funds in the amount[s], from the Fund[s] or Account[s] and for the [Project Costs/Capital Expenditures Fund Permitted Expenditures/Repair and Rehabilitation Fund Permitted Expenditures/purposes] set forth in Schedule I hereto. [To the extent that capitalized interest is being requisitioned hereunder, amounts requisitioned, together with expected earnings from investment thereof, do not exceed amounts properly capitalizable as interest related to projects prior to their completion.] [Obligations in the amounts reflected in Schedule I hereto have been incurred by the Commission and presently are due and payable or properly are reimbursable to the Commission, and each item thereof is a Project Cost, is a proper charge against the applicable Account in the Project Fund and has not been paid or reimbursed previously.] [The Commission hereby certifies, and included with this Funds Transfer Certificate is a Certificate of the Consulting Engineer certifying that [[A/a]fter giving effect to the transfer in paragraph (C) above, sufficient funds are and will be available to the Commission to achieve substantial completion of the applicable Project on or prior to the applicable Long Stop Date.]] [There has not been filed with or served on the Commission any notice of lien, right of lien, or attachment upon or claim affecting the right of any person, firm or corporation named in Schedule I to receive payment of any amounts shown therein which has not been released or will not be released simultaneously with the payment of such obligation. As of the date of this Funds Transfer Certificate, no event or condition exists that constitutes, or that with the notice or lapse of time or both, would constitute, an Event of Default under the Indenture.] (D) Deposit or Transfer Upon [Substantial][Final] Completion. [The Substantial Completion Date occurred on [DATE]. The Trustee is hereby instructed to make the deposit to the Operations and Maintenance Fund described in Section 5.04(i) of the Indenture.] [[DATE] is the date of final completion of the I-15 Express Lanes Project. The Trustee is hereby instructed to make the deposit to the Toll Revenue Fund and the transfer to the Commission described in Section 5.04(i) of the Indenture.] OHSUSA:765989901.12 RIVERSIDE COUNTY TRANSPORTATION COMMISSION By A-4 357 A-5 Authorized Representative OHSUSA:765989901.12 358 SCHEDULE FUNDS TRANSFER DESCRIPTION Purpose (Project Cost, Capital Expenditures Fund Permitted Expenditure, Repair and From Fund, Rehabilitation Fund Permitted Expenditure, Transfer Account or or other purpose (describe)) and general To Amount Subaccount classification of transfer requested $ A-1 OHSUSA:765989901.12 359 ATTACHMENT 7 OH&S Draft — 4/18/16 FIRST SUPPLEMENTAL INDENTURE between RIVERSIDE COUNTY TRANSPORTATION COMMISSION and U.S. BANK NATIONAL ASSOCIATION, as Trustee Dated as of [July 1, 2017] Relating to the Riverside County Transportation Commission Toll Revenue Bonds, 2017 TIFIA Series (Supplementing the Master Indenture Dated as of [July 1, 2017]) OHSUSA:765990908.3 360 TABLE OF CONTENTS Section 12.01. Section 12.02. Section 13.01. Section 13.02. Section 13.03. Section 14.01. Section 14.02. Section 14.03. Section 14.04. Section 14.05. Section 14.06. Section 14.07. TRANSFERS; Section 15.01. Section 15.02. Section 16.01. Section 16.02. Section 17.01. Section 17.02. Section 17.03. Page ARTICLE XII DEFINITIONS Definitions 1 Rules of Construction 2 ARTICLE XIIII FINDINGS, DETERMINATIONS AND DIRECTIONS Findings and Determinations 3 Recital in Bonds 3 Effect of Findings and Recital 3 ARTICLE XIV AUTHORIZATION OF THE 2017 TIFIA BOND Authorization; Principal Amount, Designation and Series 3 Priority and Lien; Effect of Bankruptcy Related Event on 2017 TIFIA Bond 4 Purpose 4 Form, Denomination, Numbers and Letters 4 Date, Maturities and Interest Rates 5 Conditions To Delivery of 2017 TIFIA Bonds 6 Disposition of Proceeds of 2017 TIFIA Bonds 6 ARTICLE XV SUBORDINATE OBLIGATIONS RESERVE ACCOUNT (2017 TIFIA LOAN) Transfers to the Debt Service Fund 6 Subordinate Obligations Reserve Account (2017 TIFIA Loan) 6 ARTICLE XVI OTHER PROVISIONS Tax Status 7 No Amendment without Consent of the TIFIA Lender 7 ARTICLE XVII MISCELLANEOUS Severability 7 Parties Interested Herein 7 Headings Not Binding 8 -i- OHSUSA:765990908.3 361 TABLE OF CONTENTS (continued) Page Section 17.04. Indenture to Remain in Effect 8 Section 17.05. Effective Date of First Supplemental Indenture 8 Section 17.06. Execution in Counterparts 8 EXHIBIT A FORM OF TRANSFEREE'S LETTER A-1 EXHIBIT B FORM OF 2017 TIFIA BOND B-1 APPENDIX ONE I-15 EXPRESS LANES PROJECT A-1-1 APPENDIX TWO TIFIA LOAN AMORTIZATION SCHEDULE I-15 EXPRESS LANES PROJECT A-2-1 OHSUSA:765990908.3 362 THIS FIRST SUPPLEMENTAL INDENTURE, dated as of [July 1, 2017] (this "First Supplemental Indenture"), between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION, a public entity duly existing under the laws of the State of California (the "Commission") and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America, as trustee (together with any successor thereto, the "Trustee"). WITNESSETH: WHEREAS, this First Supplemental Indenture is supplemental to the Master Indenture, dated as of [July 1, 2017] (as supplemented and amended from time to time pursuant to its terms, the "Indenture"), between the Commission and the Trustee; WHEREAS, the Indenture provides that the Commission may issue Senior Lien Obligations from time to time as authorized by a Supplemental Indenture, which Senior Lien Obligations are to be secured by the Trust Estate in accordance with the Indenture; WHEREAS, the Commission and the Trustee desire to enter into this First Supplemental Indenture to set forth the terms of the Commission's obligations to the TIFIA Lender, relating to the execution and delivery of the TIFIA Loan Agreement dated as of [ , 2017] (the "2017 TIFIA Loan Agreement") authorizing and setting forth the terms and conditions of a TIFIA Loan (the "2017 TIFIA Loan") from the TIFIA Lender to the Commission, which TIFIA Loan is to be evidenced by a bond entitled "Riverside County Transportation Commission Toll Revenue Bond, 2017 TIFIA Series" (the "2017 TIFIA Bond"), to be issued in an aggregate principal amount not to exceed $[TIFIA PAR]; WHEREAS, the 2017 TIFIA Loan Agreement is being entered into as indebtedness under, pursuant to and in accordance with the Act, and the proceeds of the 2017 TIFIA Loan may be disbursed by the TIFIA Lender to be used to finance the Project (as that term is defined in the 2017 TIFIA Loan Agreement); and WHEREAS, the Commission desires to provide at this time for the issuance of the 2017 TIFIA Bond, as further provided in this First Supplemental Indenture; NOW, THEREFORE, the parties hereto hereby agree as follows: ARTICLE XII DEFINITIONS Section 12.01. Definitions. (a) Definitions. Unless the context otherwise requires, or as otherwise provided in subsection (b) of this Section, all terms defined in the Indenture shall have the same meanings, respectively, in this First Supplemental Indenture. OHSUSA:765990908.3 363 (b) Additional Definitions. Unless the context otherwise requires, the following terms shall, for all purposes of this First Supplemental Indenture, have the following meanings: "Authorized Denominations" means, with respect to the 2017 TIFIA Bond, $1,000,000 principal amount and any integral multiple of $1 in excess thereof. "Interest Payment Date" means, with respect to the 2017 TIFIA Bond, each [June 1 ] and [December 1 ] (and, if applicable, each Interim Payment Date) of each applicable year on and after the TIFIA Debt Service Payment Commencement Date, or if such day is not a Business Day, then the Business Day succeeding such date. "Interim Payment Date" means any date (a) on which interest on or principal of any Obligations is payable and (b) that is not a [June 1 ] or [December 1 ] occurring on or after the TIFIA Debt Service Payment Commencement Date. "Issue Date" means the date of delivery of the 2017 TIFIA Bond to the TIFIA Lender. "Principal Payment Date" means, with respect to the 2017 TIFIA Bond, each scheduled principal payment date as set forth in the Loan Amortization Schedule (as defined in the TIFIA Loan Agreement), which shall occur on [June 1 ] of each applicable year on and after the TIFIA Debt Service Payment Commencement Date, or if such day is not a Business Day, then the Business Day succeeding such date. "Record Date" means, with respect to the 2017 TIFIA Bonds, the fifteenth (15th) day (whether or not a Business Day) of the month preceding the month in which such Interest Payment Date occurs. "Registration Books" has the meaning specified in Section [20.04(a)]. "First Supplemental Indenture" means this First Supplemental Indenture, dated as of [July 1, 2017]. "Senior Lien Obligations Reserve Account (2017 TIFIA Loan)" means the Senior Lien Obligations Reserve Account (2017 TIFIA Loan) established within the Senior Lien Obligations Reserve Fund pursuant to Section 15.02. "Senior Lien Obligations Reserve Account (2017 TIFIA Loan) Reserve Requirement" means (a) prior to [June 1, 2019], $0, (b) on and after [June 1, 2019, $3,000,000, (c) on and after June 1, 2020 $6,000,000, (d) on and after, June 1, 2021, $9,000,000, (e) on and after June 1, 2022 $12,000,000, (f) on and after June 1, 2023, $15,000,000, and (g) on and after June 1, 2024 , $[18,000,000] until the date upon which the 2017 TIFIA Bond is paid in full. Section 12.02. Rules of Construction. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, words importing the singular number shall include the plural number and vice versa, and words importing persons shall include corporations and -2- OHSUSA:765990908.3 364 associations, including public bodies, as well as natural persons. Defined terms shall include any variant of the terms set forth in this Article XVIII. The terms "hereby," "hereof," "hereto," "herein," "hereunder," and any similar terms, as used in this First Supplemental Indenture, refer to the Indenture. ARTICLE XIII FINDINGS, DETERMINATIONS AND DIRECTIONS Section 13.01. Findings and Determinations. The Commission hereby finds and determines that the 2017 TIFIA Bond shall be issued pursuant to Article XX hereof and upon the issuance of the 2017 TIFIA Bond, any and all acts, conditions and things required to exist, to happen and to be performed, precedent to and in the issuance thereof, will exist, will have happened and will have been performed, in due time, form and manner, as required by the Constitution and statutes of the State. Section 13.02. Recital in Bonds. There shall be included in the definitive 2017 TIFIA Bond, and also in the temporary 2017 TIFIA Bond, if any is issued, a certification and recital that any and all acts, conditions and things required to exist, to happen and to be performed, precedent to and in the incurring of the indebtedness evidenced by that 2017 TIFIA Bond, and in the issuing of that 2017 TIFIA Bond, exist, have happened and have been performed in due time, form and manner, as required by the Constitution and statutes of the State and the Act, and that said 2017 TIFIA Bond, together with all other indebtedness of the Commission payable out of Revenue, is within every debt and other limit prescribed by the Constitution and statutes of the State and the Act, and that neither the full faith and credit nor the taxing power of the State is pledged to the payment of principal or interest of the 2017 TIFIA Bond, and that such certification and recital shall be in such form as is set forth in the form of the 2017 TIFIA Bond attached hereto as Exhibit B. Section 13.03. Effect of Findings and Recital. From and after the issuance of the 2017 TIFIA Bond, the findings and determinations herein shall be conclusive evidence of the existence of the facts so found and determined in any action or proceeding in any court in which the validity of the 2017 TIFIA Bond is at issue, and no bona fide purchaser of any such 2017 TIFIA Bond containing the certification and recital shall be required to see to the existence of any fact, or to the performance of any condition, or to the taking of any proceeding, required prior to such issuance, or to the application of the purchase price for such 2017 TIFIA Bond. ARTICLE XIV AUTHORIZATION OF THE 2017 TIFIA BOND Section 14.01. Authorization; Principal Amount, Designation and Series. The Commission hereby approves the terms and provisions of the 2017 TIFIA Loan Agreement. Pursuant to the provisions of the Indenture and the provisions of the Act, and to evidence the principal and interest payment obligations of the Commission under the 2017 TIFIA Loan Agreement, a Senior Lien Obligation entitled to the benefit, protection and security of such -3- OHSUSA:765990908.3 365 provisions, including without limitation the grant of the Trust Estate in the Indenture subject to the provisions of the Indenture, is hereby authorized in the aggregate principal amount not to exceed $[TIFIA PAR]. Such Senior Lien Obligation shall be designated as, and shall be distinguished from the Senior Lien Obligations of all other Series by the title, "Riverside County Transportation Commission Toll Revenue Bond, Senior Lien 2017 TIFIA Series." Section 14.02. Priority and Lien. The principal and interest payment obligations pursuant to the 2017 TIFIA Loan Agreement and evidenced by the 2017 TIFIA Bond shall constitute Senior Lien Obligations under the Indenture. Payment obligations other than the obligation to pay principal and interest under the 2017 TIFIA Loan Agreement (and corresponding obligation to pay principal of and interest on the 2017 TIFIA Bond), including but not limited to fees and expenses payable to the TIFIA Lender under the 2017 TIFIA Loan Agreement, shall constitute either Operation and Maintenance Expenses or, to the extent such obligations are not Operation and Maintenance Expenses, Senior Lien Obligations. Section 14.03. Purpose. The 2017 TIFIA Bond is issued for the purpose of financing the Project (as that term is defined in the 2017 TIFIA Loan Agreement). Section 14.04. Form, Denomination, Numbers and Letters. The 2017 TIFIA Bond shall not be issued as a book -entry -only Obligation. Initially there shall be delivered hereunder one fully registered 2017 TIFIA Bond numbered R-1, without interest coupons. Any 2017 TIFIA Bonds issued in replacement thereof upon transfer or exchange shall be numbered consecutively from R-2 upward, payable to the Owner thereof. The 2017 TIFIA Bond and the certificate of authentication shall be substantially in the form attached hereto as Exhibit B, which form is hereby approved and adopted as the form of the 2017 TIFIA Bond and as the form of the certificate of authentication. The 2017 TIFIA Bond shall be issued as one or more single 2017 TIFIA Bonds for each Owner, and each such 2017 TIFIA Bond shall be in an Authorized Denomination. Section 14.05. Date, Maturities and Interest Rates. (a) The 2017 TIFIA Bond shall be dated the Issue Date. The principal amount of the 2017 TIFIA Bond will increase from time to time by the amount disbursed by the TIFIA Lender to the Commission pursuant to the 2017 TIFIA Loan Agreement, as noted by the TIFIA Lender on the grid attached to the 2017 TIFIA Bond as Appendix One, with a copy to the Commission and the Trustee. Interest on such principal amount of the 2017 TIFIA Bond will be compounded on [June 1 ] and [December 1 ] of each year following the initial disbursement and capitalized in accordance with the provisions of the TIFIA Loan Agreement. The 2017 TIFIA Bond (i) may and shall be prepaid prior to the respective payment dates, in whole or in part, and at such time, in such amounts and with such notice as may be provided in the 2017 TIFIA Loan Agreement and the form of 2017 TIFIA Bond set forth herein, and (ii) the principal of and interest on the 2017 TIFIA Bond shall be payable, all as provided, and in the manner required or indicated, herein and in the form of 2017 TIFIA Bond set forth herein and as set forth in the 2017 TIFIA Loan Agreement, including [Section 9(e)] thereof. (b) The TIFIA Loan as evidenced by the 2017 TIFIA Bond shall mature on the earlier of (i) [June 1, 20 ] and (ii) the date that is [35] years after the Substantial -4- OHSUSA:765990908.3 366 Completion Date (as defined in the TIFIA Loan Agreement), and shall bear interest at the rate of L. ]% per annum (or the TIFIA Default Rate (as defined in the TIFIA Loan Agreement), if applicable), compounded and payable on the dates and in accordance with the form of 2017 TIFIA Bond set forth herein and in the 2017 TIFIA Loan Agreement. (c) [For purposes of all calculations of Annual Debt Service or Maximum Annual Debt Service (i) debt service on the 2017 TIFIA Bond shall include only TIFIA Mandatory Debt Service; provided that, for purposes of such calculation during the period prior to the TIFIA Debt Service Payment Commencement Date, the TIFIA Mandatory Debt Service shall be deemed to be zero, and (ii) in the case of determinations required for the issuance of additional Bonds, the 2017 TIFIA Bond shall include Scheduled and Mandatory Debt Service.] (d) The entity in whose name the 2017 TIFIA Bond shall be registered in the registration books of the Trustee at any time shall be deemed and treated as the absolute Owner thereof for all purposes of the Indenture, whether or not the 2017 TIFIA Bond shall be overdue, and the Commission and the Trustee shall not be affected by any notice to the contrary, but such registration may be changed as herein provided. Payment of, or on account of, the principal of, premium, if any, and interest on the 2017 TIFIA Bond shall be made only to such Owner. All such payments shall be valid and effectual to satisfy and discharge the liability upon the 2017 TIFIA Bond to the extent of the sum or sums so paid. Pursuant to [Section 17] of the TIFIA Loan Agreement, the Owner of the 2017 TIFIA Bond shall at all times be the party to the TIFIA Loan Agreement having all rights and obligations of the "TIFIA Lender" thereunder. Accordingly, the 2017 TIFIA Bond may be transferred by an Owner only to a transferee that is a party to the TIFIA Loan Agreement having all rights and obligations of the "TIFIA Lender" thereunder. The Trustee shall not register any transfer or exchange of the 2017 TIFIA Bond unless the Owner and the Owner's prospective transferee deliver to the Trustee a letter substantially in the form as set forth in Exhibit A attached hereto. The Trustee may rely on the letter in making a transfer or exchange of the 2017 TIFIA Bond without any investigation. In the event there is more than one Owner of the 2017 TIFIA Bond, payments of principal of and interest on the 2017 TIFIA Bond shall be made ratably, based on the aggregate principal amount of 2017 TIFIA Bond held by each such Owner. (e) The Commission appoints the Trustee to act as the paying agent for paying the principal of and interest on the 2017 TIFIA Bond and any other amounts under the 2017 TIFIA Loan Agreement, and hereby instructs the Trustee to make the payments when due to the TIFIA Lender in accordance with this Section 14.05. The Trustee shall keep proper records of all payments made by the Commission and the Trustee with respect to the 2017 TIFIA Bond, and of all exchanges and replacements of 2017 TIFIA Bond, as provided in the Indenture. Section 14.06. Conditions To Delivery of 2017 TIFIA Bonds. The 2017 TIFIA Bond shall be executed and delivered as authorized by this First Supplemental Indenture and the Indenture, including Article II thereof, upon execution and delivery of the 2017 TIFIA Loan Agreement. Section 14.07. Disposition of Proceeds of 2017 TIFIA Bonds. The proceeds from the sale of the 2017 TIFIA Bond shall be received by the Commission and applied by the Commission in accordance with the 2017 TIFIA Loan Agreement. -5- OHSUSA:765990908.3 367 ARTICLE XV TRANSFERS; SENIOR LIEN OBLIGATIONS RESERVE ACCOUNT (2017 TIFIA Loan) Section 15.01. Transfers to the Debt Service Fund. Transfers to the Senior Lien Obligations Fund with respect to the 2017 TIFIA Bond shall commence on the sixth Monthly Funding Date prior to the TIFIA Debt Service Payment Commencement Date. On each Interest Payment Date and each Principal Payment Date thereafter, the Trustee shall transfer to the Owner of the 2017 TIFIA Bond money on deposit in the Senior Lien Obligations Fund to pay principal of and interest on the 2017 TIFIA Bond due and payable on such Interest Payment Date or Principal Payment Date. On each [June 1 ] and [December 1 ] (or if such day is not a Business Day, then the Business Day succeeding such date) on and after the TIFIA Loan Prepayment Commencement Date, the Trustee shall transfer the amount then on deposit in the [Senior Lien Obligations/TIFIA1 Prepayment Account to the Owner of the 2017 TIFIA Bond to prepay principal of the 2017 TIFIA Bond. Section 15.02. Senior Lien Obligations Reserve Account (2017 TIFIA Loan). There is hereby established the Senior Lien Obligations Reserve Account (2017 TIFIA Loan) within the Senior Lien Obligations Reserve Fund, such account to be held by the Trustee. On or before June 1, of each year on and after June 1, 2019, the Trustee shall deposit to the Senior Lien Obligations Reserve Account (2017 TIFIA Loan) funds in the amount required such that an aggregate amount equal to the Senior Lien Obligations Reserve Account (2017 TIFIA Loan) Reserve Requirement is on deposit therein. The funds set aside and placed in the Senior Lien Obligations Reserve Account (2017 TIFIA Loan) on account of the Senior Lien Obligations Reserve Account (2017 TIFIA Loan) Reserve Requirement shall be held solely for the benefit of the Owner of the 2017 TIFIA Bond, and shall be used, withdrawn, and replenished as provided herein and in Sections 5.03 and 5.10. If, on any date of valuation of Permitted Investments credited to the Senior Lien Obligations Reserve Account (2017 TIFIA Loan) pursuant to Section 5.23, the amount on deposit in the Senior Lien Obligations Reserve Account (2017 TIFIA Loan) exceeds the Senior Lien Obligations Reserve Account (2017 TIFIA Loan) Reserve Requirement as of such date, the Trustee shall transfer such excess amount to the Toll Revenue Fund. ARTICLE XVI OTHER PROVISIONS Section 16.01. Tax Status. It is the intention of the Commission that the 2017 TIFIA Bond not be an obligation described in section 103 of the Code interest on which is excludable from the gross income of the holders and in that regard the Commission agrees not to file a form 8038-G, or any comparable information return relating to tax-exempt obligations, with the Internal Revenue Service. Section 16.02. No Amendment without Consent of the TIFIA Lender. So long as the TIFIA Lender is the Owner of the 2017 TIFIA Bond, the Commission shall not enter into a Supplemental Indenture (other than this First Supplemental Indenture) pursuant to the Indenture without the prior written consent of the TIFIA Lender as set forth in the Indenture -6- OHSUSA:765990908.3 368 except to authorize the issuance of additional obligations for which, under the provisions of the 2017 TIFIA Loan Agreement and the Indenture, the consent of the TIFIA Lender is not required. ARTICLE XVII MISCELLANEOUS Section 17.01. Severabilitv. If any covenant, agreement or provision, or any portion thereof, contained in this First Supplemental Indenture, or the application thereof to any person or circumstance, is held to be unconstitutional, invalid or unenforceable, the remainder of this First Supplemental Indenture, and the application of any such covenant, agreement or provision, or portion thereof, to other persons or circumstances, shall be deemed severable and shall not be affected thereby, and this First Supplemental Indenture shall remain valid. Section 17.02. Parties Interested Herein. Nothing in this First Supplemental Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the Commission, the Trustee, and the Owners of the 2017 TIFIA Bond, any right, remedy or claim under or by reason of this First Supplemental Indenture or any covenant, condition or stipulation hereof; and all the covenants, stipulations, promises and agreements in this First Supplemental Indenture contained by and on behalf of the Commission shall be for the sole and exclusive benefit of the Commission, the Trustee and the Owners. Section 17.03. Headings Not Binding. The headings in this First Supplemental Indenture are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this First Supplemental Indenture. Section 17.04. Indenture to Remain in Effect. Save and except as amended and supplemented by this First Supplemental Indenture, the Master Indenture shall remain in full force and effect. Section 17.05. Effective Date of First Supplemental Indenture. This First Supplemental Indenture shall take effect upon its execution and delivery. Section 17.06. Execution in Counterparts. This First Supplemental Indenture may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. -7- OHSUSA:765990908.3 369 IN WITNESS WHEREOF, the parties hereto have executed this First Supplemental Indenture by their officers thereunto duly authorized as of the day and year first written above. Countersigned: Clerk of the Board APPROVED AS TO FORM: By: General Counsel RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: Executive Director U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Officer OHSUSA:765990908.3 370 EXHIBIT A FORM OF TRANSFEREE'S LETTER The Bank of New York Mellon Trust Company, N.A. Re: Riverside County Transportation Commission Toll Revenue Bond, 2017 TIFIA Series Ladies and Gentlemen: The undersigned representatives of (the "Seller") and (the "Purchaser"), do hereby certify, represent and warrant for the benefit of U.S. Bank National Association as trustee (the "Trustee"), that the Purchaser is a party to the 2017 TIFIA Loan Agreement having all rights and obligations of the "TIFIA Lender" thereunder. The Purchaser understands that in connection with any future transfer or exchange of the 2017 TIFIA Bond by the Purchaser, there must be delivered to the Trustee a letter of the transferee in substantially the form of Exhibit A to the First Supplemental Indenture. The undersigned Purchaser hereby further represents as follows: 1. The Purchaser has full power and authority to carry on its business as now conducted, deliver this letter and make the representations contained herein. 2. The Purchaser has knowledge and experience in financial and business matters that make it capable of evaluating the 2017 TIFIA Bond and the risks associated with the purchase of the 2017 TIFIA Bond; has the ability to bear the economic risk of an investment in the 2017 TIFIA Bond; and is an "accredited investor" as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended. 3. The Purchaser has conducted its own investigation of the financial condition of the Commission, the 2017 TIFIA Bond, the Indenture, the Toll Road, the Revenues and the Trust Estate, and has obtained such information regarding the 2017 TIFIA Bond, such facilities and the Commission and its operations, financial condition and financial prospects as the Purchaser deems necessary to make an informed investment decision with respect to the purchase of the 2017 TIFIA Bond. 4. The Purchaser is purchasing the 2017 TIFIA Bond for its own account solely and not with a present view to any distribution of the 2017 TIFIA Bond or any interest therein or portion thereof or without a present intention of distributing or reselling the 2017 TIFIA Bond or any interest therein or portion thereof, provided that the Purchaser retains the right at any time to dispose of the 2017 TIFIA Bond or any interest therein or portion thereof as it may determine to be in its best interests, subject to the requirements and provisions of the Indenture. In the event that the Purchaser disposes of the 2017 TIFIA A-1 OHSUSA:765990908.3 371 Bond or any part thereof in the future, the Purchaser understands that it has the responsibility for complying with any applicable federal and state securities laws and all rules and regulations promulgated pursuant thereto. 5. The Purchaser understands that the 2017 TIFIA Bond is a limited obligation of the Commission secured solely by the Trust Estate as defined and provided in the Indenture and the Commission is not obligated to pay the 2017 TIFIA Bond except from said Trust Estate. The 2017 TIFIA Bond does not constitute a debt or liability of the State of California or any political subdivision of the State other than the Commission. Neither the full faith and credit nor the taxing power of the State of California or any political subdivision of the State of California is pledged to the payment of principal of or interest on the 2017 TIFIA Bond. 6. The Purchaser acknowledges that the 2017 TIFIA Bond has not been registered under the under the Securities Act of 1933, as amended, and that such registration is not legally required. The Purchaser agrees that it will comply with any applicable state and federal securities laws then in effect with respect to any subsequent disposition of the 2017 TIFIA Bond, and further acknowledges that any current exemption from registration of the 2017 TIFIA Bond does not affect or diminish this requirement. 7. In entering into this transaction, the Purchaser has not relied upon any representations or opinions of the Commission (except as with respect to representations, warranties and covenants made by the Commission in the Indenture), its counsel or its bond counsel, Orrick, Herrington & Sutcliffe LLP or other counsel to the Commission relating to the legal consequences or other aspects of its investment in the 2017 TIFIA Bond. 9. The Purchaser has been informed that the 2017 TIFIA Bond (i) has not been and will not be registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any jurisdiction, and (ii) will not be listed on any stock or other securities exchange. 10. None of the Commission, its governing body, or any of its employees, counsel or agents will have any responsibility to the Purchaser for the accuracy or completeness of information obtained by the Purchaser from any source regarding the Commission or its financial condition or regarding the 2017 TIFIA Bond, the provision for payment thereof, or the sufficiency of any security therefor. No written information has been provided by the Commission to the Purchaser with respect to the 2017 TIFIA Bond. The Purchaser acknowledges that, as between the Purchaser and all of such parties, the Purchaser has assumed responsibility for obtaining such information and making such review as the Purchaser deemed necessary or desirable in connection with its decision to purchase the 2017 TIFIA Bond. Terms not defined herein shall have the meanings given to them under the Master Indenture, dated as of [July 1, 2017], as supplemented, including as supplemented by the First Supplemental Indenture, dated as of [July 1, 2017] (as so supplemented, the "Indenture"), each A-2 OHSUSA:765990908.3 372 by and between Riverside County Transportation Commission and U.S. Bank National Association, as Trustee. IN WITNESS WHEREOF, the undersigned representatives have hereunto executed this letter as of the day of , 20. [SELLER] By: Name: Title: [PURCHASER] By: Name: Title: [MUST BE SIGNED BY ACTUAL PURCHASER MAY NOT BE SIGNED BY NOMINEE OR AGENT] A-3 OHSUSA:765990908.3 373 EXHIBIT B FORM OF 2017 TIFIA BOND Number R-1 Not to Exceed $[TIFIA PAR] UNITED STATES OF AMERICA STATE OF CALIFORNIA RIVERSIDE COUNTY TRANSPORTATION COMMISSION TOLL REVENUE BOND, 2017 SENIOR LIEN TIFIA SERIES (I-15 EXPRESS LANES PROJECT) (TIFIA — ) Registered Owner: UNITED STATES DEPARTMENT OF TRANSPORTATION, acting by and through the Federal Highway Administrator Maturity Date: [June 1, 20_] Maximum Principal Amount: [PRINCIPAL AMOUNT] DOLLARS Interest Rate: Issue Date: [ , 2017] RIVERSIDE COUNTY TRANSPORTATION COMMISSION, a public entity duly organized and existing under the laws of the State of California (the "Commission") for value received, hereby promises to pay (but solely from the Trust Estate hereinafter referred to) to the United States Department of Transportation, acting by and through the Federal Highway Administrator (the "TIFIA Lender" and "Registered Owner"), the lesser of (x) the Maximum Principal Amount set forth above and (y) the aggregate unpaid principal amount of all disbursements (the "Disbursements") made by the TIFIA Lender (such lesser amount, together with any interest at the rate set forth above that is compounded on [June 1] and [December 1] of each year following the initial disbursement and capitalized in accordance with the provisions of the TIFIA Loan Agreement, dated [ , 2017], by and between the Commission and the TIFIA Lender (the "TIFIA Loan Agreement"), being hereinafter referred to as the "Outstanding TIFIA Loan Balance"), together with accrued and unpaid interest (including, if applicable, interest at the TIFIA Default Rate, as defined in the TIFIA Loan Agreement) on the Outstanding TIFIA Loan Balance from the last compounding date , compounded on the basis of a 365-day or 366-day year, as appropriate, all as more fully described in the below -referenced TIFIA Loan Agreement, which is hereby made a part hereof. [Each Disbursement made by the TIFIA Lender to the Commission pursuant to the TIFIA Loan Agreement, and each prepayment made on account of the Outstanding TIFIA Loan Balance, shall be recorded by or on behalf of the TIFIA B-1 OHSUSA:765990908.3 374 Lender and endorsed on the grid attached hereto as Appendix One with a copy to the Commission and the Trustee in accordance with the terms of the TIFIA Loan Agreement. The principal hereof shall be payable in the manner and at the place provided in the TIFIA Loan Agreement in accordance with Appendix Two, as revised from time -to -time in accordance with the TIFIA Loan Agreement, until paid in full. Such Appendix Two shall be revised or completed by or on behalf of the TIFIA Lender in accordance with the terms of the TIFIA Loan Agreement. Payments of interest hereon are to be made in accordance with [Sections 9 and 10] of the TIFIA Loan Agreement as the same become due.] Principal of and interest on this Bond shall be paid in funds available on or before the due date and in any lawful coin or currency of the United States of America which at the date of payment is legal tender for the payment of public and private debts. This 2017 TIFIA Series Bond is a fully registered Bond and the principal of and interest on the 2017 TIFIA Series Bond shall be payable by wire transfer to the Registered Owner hereof in accordance with the TIFIA Loan Agreement. This Bond is one of a duly authorized issue of bonds of the Commission, designated as "Riverside County Transportation Commission Toll Revenue Bonds" (the "Bonds"), of the series designated above, all of which are being issued pursuant to the provisions of Division 12 of the Public Utilities Code of the State of California (the "RCTC Act"), Streets and Highways Code Section 149.7 and 149.8, including Chapter 421 of the California Statutes of 2008 (the "Toll Act') and a Master Indenture, dated as of [July 1, 2017] (the "Master Indenture"), as supplemented by a First Supplemental Indenture, dated as of [July 1, 2017] (the "First Supplemental Indenture"), each between the Commission and U.S. Bank National Association, as trustee (the "Trustee"). The Master Indenture, as supplemented and amended from time to time pursuant to its terms, including as supplemented by the First Supplemental Indenture, is hereinafter referred to as the "Indenture." Said authorized issue of Bonds is not limited in principal amount and consists or may consist of one or more series of varying denominations, dates, maturities, interest rates and other provisions, as in the Indenture provided. Capitalized terms used herein and not otherwise defined shall have the meaning given such terms in the Indenture. THIS BOND IS A LIMITED OBLIGATION OF THE COMMISSION SECURED SOLELY BY THE TRUST ESTATE AS DEFINED AND PROVIDED IN THE INDENTURE AND THE COMMISSION IS NOT OBLIGATED TO PAY THIS BOND EXCEPT FROM SAID TRUST ESTATE. THIS BOND DOES NOT CONSTITUTE A DEBT OR LIABILITY OF THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION OF THE STATE OTHER THAN THE COMMISSION. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION OF THE STATE OF CALIFORNIA IS PLEDGED TO THE PAYMENT OF PRINCIPAL OR INTEREST OF THIS BOND. Reference is hereby made to the Indenture, the RCTC Act, the Toll Act and the TIFIA Loan Agreement for a description of the terms on which the Bonds are issued and to be issued, the provisions with regard to the nature and extent of the Trust Estate and the rights of the registered owners of the Bonds and all the terms of the Indenture and the TIFIA Loan Agreement are hereby incorporated herein and constitute a contract between the Commission and the B-2 OHSUSA:765990908.3 375 registered owner from time to time of this Bond, and to all the provisions thereof the registered owner of this Bond, by its acceptance hereof, consents and agrees. Additional Bonds may be issued and other indebtedness may be incurred on a parity or senior basis with the Series of Bonds of which this Bond is a part, but only subject to the conditions and limitations contained in the Indenture and the TIFIA Loan Agreement. Fees, costs and other amounts are payable from time to time by the Commission to the TIFIA Lender in connection with and pursuant to the terms of the TIFIA Loan Agreement and the Indenture. This Bond is secured by and payable both as to principal and interest, and as to any premium upon the redemption hereof, solely from the Trust Estate as defined in the Indenture, subject only to the provisions of the Indenture permitting application thereof for the purposes and on the terms and conditions set forth therein, and the Commission is not obligated to pay this Bond except from such Trust Estate. THIS BOND SHALL AND MAY BE PREPAID in whole or in part (and, if in part, the principal installments and amounts thereof to be prepaid to be determined by the Commission in accordance with the TIFIA Loan Agreement and the Indenture; provided, however, that any prepayment in part made at the option of the Commission shall be in principal amounts of $1,000,000 or any integral multiple of $10,000 above $1,000,000), at any time or from time to time, without penalty or premium, by paying to the Owner all or part of the principal amount of this Bond in accordance with the TIFIA Loan Agreement. THIS BOND SHALL BE SUBJECT TO MANDATORY PREPAYMENT in accordance with the TIFIA Loan Agreement and the Indenture. ON EACH PAYMENT DUE DATE, payments hereon are to be made in the manner and at the place specified by the Owner. The rights and obligations of the Commission and of the holders and registered owners of the Bonds of the Series of Bonds of which this Bond is a part may be modified or amended at any time in the manner, to the extent, and upon the terms provided in the Indenture and the TIFIA Loan Agreement, which provide, in certain circumstances, for modifications and amendments without the consent of or notice to the registered owners of Bonds. This Bond is transferable or exchangeable as provided in the Indenture, only upon the Bond Register at the Principal Office of the Trustee, by the registered owner hereof in person, or by such owner's duly authorized attorney, upon surrender of this Bond at the Principal Office of the Trustee, together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or such owner's duly authorized attorney, and thereupon a new Bond or Bonds of the same series, maturity, interest rate and in the aggregate maximum principal amount, shall be issued to the registered owner or owners in exchange therefor as provided in the Indenture, upon payment of any charges therein prescribed. The person in whose name this Bond is registered shall be deemed and regarded as the absolute owner hereof for all purposes, including receiving payment of, or on account of, the principal of and premium and interest due hereon. B-3 OHSUSA:765990908.3 376 Pursuant to the First Supplemental Indenture and [Section 19] of the TIFIA Loan Agreement, the Owner of this Bond shall at all times be the party to the TIFIA Loan Agreement having all rights and obligations of the "TIFIA Lender" under the TIFIA Loan Agreement. The Trustee shall not register any transfer or exchange of this Bond unless the Owner and the Owner's prospective transferee delivers to the Trustee a letter substantially in the form as set forth in Exhibit A attached to the First Supplemental Indenture. ANY DELAY ON THE PART OF THE TIFIA LENDER in exercising any right hereunder or under the TIFIA Loan Agreement shall not operate as a waiver of any such right, and any waiver granted with respect to one default shall not operate as a waiver in the event of any subsequent default. The Commission hereby waives presentment, demand, protest and notice of any kind. It is hereby certified and recited that any and all acts, conditions and things required to exist, to happen and to be performed, precedent to and in the incurring of the indebtedness evidenced by this Bond, and in the issuing of this Bond, exist, have happened and have been performed in due time, form and manner, as required by the Constitution and statutes of the State of California and the RCTC Act, the Toll Act and that this Bond, together with all other indebtedness of the Commission secured by the Trust Estate, is within every debt and other limit prescribed by the Constitution and statutes of the State of California. This Bond shall not be entitled to any benefit under the Indenture, or become valid or obligatory for any purpose, until the certificate of authentication hereon endorsed shall have been manually signed by the Trustee. IN WITNESS WHEREOF the Riverside County Transportation Commission has caused this Bond to be executed in its name and on its behalf by the manual or facsimile signature of its duly authorized representatives all as of the Issue Date set forth above. (Seal) Countersigned: By: Chief Financial Officer RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: Chair of the Board of Commissioners B-4 OHSUSA:765990908.3 377 [FORM OF CERTIFICATE OF AUTHENTICATION] It is hereby certified that this Bond has been issued under the provisions of the Indenture described in this Bond. Dated of Authentication: [U.S. BANK NATIONAL ASSOCIATION], as Trustee By: Authorized Officer B-5 OHSUSA:765990908.3 378 [FORM OF ASSIGNMENT] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please Print or Type Name and Address of Assignee) PLEASE INSERT SOCIAL SECURITY OR OTHER TAX IDENTIFICATION NUMBER OF ASSIGNEE the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints to transfer the within Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature: (Signature of Assignor) Notice: The signature on this assignment must correspond with the name of the Registered Owner as it appears upon the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. SIGNATURE GUARANTEED: Notice: Signature must be guaranteed by an eligible guarantor firm. B-6 OHSUSA:765990908.3 379 APPENDIX ONE I-15 EXPRESS LANES PROJECT Maximum Principal Sum: $[TIFIA PAR] Maturity Date: [June 1, 20] Borrower: Riverside County Transportation Commission TIFIA Lender : The United States Department of Transportation, acting by and through the Federal Highway Administrator DISBURSEMENTS AND PAYMENTS OF PRINCIPAL1 Date Amount of Disbursement Amount of Principal Paid Unpaid Principal Sum Notation Made By 1 This Grid may be extended if the number of Disbursements, payments and extensions so requires. A-1-1 OHSUSA:765990908.3 380 APPENDIX TWO TIFIA LOAN AMORTIZATION SCHEDULE I-15 EXPRESS LANES PROJECT Maximum Principal Amount: $[TIFIA PAR] Effective Date: [ , 2017] Interest Rate: L._]% Date Beginning Balance Disbursements Interest (Accrued) Interest Paid Principal Repayment Ending Balance / /20 $ $ $ $ $ $ A-2-1 OHSUSA:765990908.3 381 Maximum Principal Amount: $[TIFIA PAR] Effective Date: [ , 2017] Interest Rate: L._]% Date Beginning Balance Disbursements Interest (Accrued) Interest Paid Principal Repayment Ending Balance A-2-2 OHSUSA:765990908.3 382 Maximum Principal Amount: $[TIFIA PAR] Effective Date: [ , 2017] Interest Rate: L._]% Date Beginning Balance Disbursements Interest (Accrued) Interest Paid Principal Repayment Ending Balance Total $ [TIFIA PAR] $ $ $ A-2-3 OHSUSA:765990908.3 383 ATTACHMENT 8 SASM&F Draft 4/28/17 UNITED STATES DEPARTMENT OF TRANSPORTATION TIFIA LOAN AGREEMENT For Up to [$152,000,000[1 With RIVERSIDE COUNTY TRANSPORTATION COMMISSION For the INTERSTATE 15 (I-15) EXPRESS LANES PROJECT ([TIFIA — 20 ]) Dated as of [ ], 2017 ' Note: This amount reflects what is currently modeled and is subject to TIFIA Lender's further review. 1455925.01-WASSROIA - MSW 384 TABLE OF CONTENTS Page Section 1. Definitions 2 Section 2. Interpretation 31 Section 3. TIFIA Loan Amount 32 Section 4. Disbursement Conditions 32 Section 5. Term 33 Section 6. Interest Rate 33 Section 7. Outstanding TIFIA Loan Balance; Revisions to Exhibit G-1 and Loan Amortization Schedule 33 Section 8. Security and Priority; Flow of Funds. 34 Section 9. Payment of Principal and Interest 34 Section 10. Prepayment 37 Section 11. [Reserved] 39 Section 12. Compliance with Laws 39 Section 13. Conditions Precedent 39 Section 14. Representations and Warranties of Borrower 46 Section 15. Representations and Warranties of TIFIA Lender 52 Section 16. Affirmative Covenants 52 Section 17. Negative Covenants 66 Section 18. Indemnification 72 Section 19. Sale of TIFIA Loan 73 Section 20. Events of Default and Remedies 73 Section 21. Accounting and Audit Procedures; Inspections; Reports and Records 78 Section 22. Financial Plan, Statements, and Reports 79 Section 23. Project Oversight and Monitoring 83 Section 24. No Personal Recourse 86 Section 25. No Third Party Rights 86 Section 26. Borrower's Authorized Representative 86 Section 27. TIFIA Lender's Authorized Representative 86 Section 28. Servicer 87 Section 29. Fees and Expenses 87 Section 30. Amendments and Waivers 88 Section 31. Governing Law 88 Section 32. Severability 88 Section 33. Successors and Assigns 88 Section 34. Remedies Not Exclusive 89 Section 35. Delay or Omission Not Waiver 89 Section 36. Counterparts 89 Section 37. Notices; Payment Instructions 89 Section 38. Effectiveness 90 Section 39. Termination 90 Section 40. Integration 90 1455925.01-WASSROIA - MSW i 385 SCHEDULE I — Project Budget SCHEDULE II — Construction Schedule SCHEDULE III — Existing Indebtedness SCHEDULE IV — Section 5.03(b) of Indenture SCHEDULE 14(s) — Environmental Compliance SCHEDULE 14(u) — Insurance EXHIBIT A — Form of TIFIA Bond EXHIBIT B — Anticipated TIFIA Loan Disbursement Schedule EXHIBIT C — Non -Debarment Certification EXHIBIT D — Requisition Procedures EXHIBIT E — Compliance With Laws EXHIBIT F — FHWA Oversight Agreement EXHIBIT G-1— TIFIA Debt Service EXHIBIT G-2 — TIFIA Scheduled Prepayment Amount EXHIBIT H-1 — Opinions Required from Counsel to Borrower EXHIBIT H-2 — Opinions Required from Bond Counsel EXHIBIT I — Forecast of Net Revenue EXHIBIT J — Form of Certificate of Trustee EXHIBIT K — Form of Borrower's Officer's Certificate EXHIBIT L — Form of Certificate of Substantial Completion EXHIBIT M — Certification Regarding Lobbying ii 1455925.01-WASSROIA - MSW TIFIA LOAN AGREEMENT THIS TIFIA LOAN AGREEMENT (this "Agreement"), dated as of the Effective Date, is by and between RIVERSIDE COUNTY TRANSPORTATION COMMISSION, a county transportation commission duly existing under the laws of the State of California, with an address of 4080 Lemon Street, 3rd Floor, Riverside, CA 92501 (the "Borrower"), and the UNITED STATES DEPARTMENT OF TRANSPORTATION, an agency of the United States of America, acting by and through the Executive Director of the Build America Bureau (the "Executive Director"), with an address of 1200 New Jersey Avenue, S.E., Washington, D.C. 20590 (the "TIFIA Lender"). RECITALS: WHEREAS, the Congress of the United States of America (the "Congress") has found that a well -developed system of transportation infrastructure is critical to the economic well- being, health and welfare of the people of the United States of America and, in furtherance thereof, has enacted the Transportation Infrastructure Finance and Innovation Act of 1998 ("TIFIA"), § 1501 et seq. of Public Law 105-178 (as amended by Public Law 105-206, Public Law 109-59, Public Law 112-141, and Public Law 114-94) (the "Act"), codified as 23 U.S.C. § § 601-609; and WHEREAS, Section 603 of the Act authorizes the TIFIA Lender to enter into agreements with one or more obligors to make secured loans; and WHEREAS, in order to provide funds for the Project (as defined herein), the Borrower expects to issue $158,760,000 aggregate principal amount of Riverside County Transportation Commission Sales Tax Revenue Bonds (Limited Tax Bonds), Series 2017, in accordance with the provisions set forth in the Sales Tax Revenue Bond Indenture (as defined herein) and that certain Seventh Supplemental Sales Tax Revenue Bond Indenture, pursuant to a bond purchase agreement, dated [], 2017, among the Borrower and the underwriters for the issuance, which contract and issuance have been authorized and approved pursuant to that certain Resolution No. 17-006 of the Borrower, approved and adopted on May 10, 2017; and WHEREAS, the Borrower has requested that the TIFIA Lender make the TIFIA Loan (as defined herein) in a principal amount not to exceed $[152,000,000] (excluding interest that is capitalized in accordance with the terms hereof) to be used to pay a portion of the Eligible Project Costs (as defined herein) related to the Project (as defined herein) pursuant to the application for TIFIA credit assistance dated [ ], 2017 (the "Application'); and WHEREAS, on [ ], 2017 the Secretary (as defined herein) approved TIFIA credit assistance for the Project in the form of the TIFIA Loan; and WHEREAS, the TIFIA Lender is prepared to extend credit upon the terms and conditions hereof; and 1455925.01-WASSROIA - MSW 387 WHEREAS, the Borrower agrees to repay any amount due pursuant to this Agreement and the TIFIA Bond (as defined herein) in accordance with the terms and provisions hereof and thereof; and WHEREAS, the TIFIA Lender has entered into this Agreement in reliance upon, among other things, the Traffic and Revenue Study (as defined herein), [the Consulting Engineer's Report (as defined herein),] and the Base Case Projections (as defined herein) delivered by the Borrower. NOW, THEREFORE, the premises being as stated above, and for good and valuable consideration, the receipt and sufficiency of which are acknowledged to be adequate, and intending to be legally bound hereby, it is hereby mutually agreed by and between the Borrower and the TIFIA Lender as follows: Section 1. Definitions. Unless the context otherwise requires, capitalized terms used in this Agreement shall have the meanings set forth below in this Section 1 (Definitions) or as otherwise defined in this Agreement. Any term used in this Agreement that is defined by reference to any other agreement shall continue to have the meaning specified in such agreement, whether or not such agreement remains in effect. "2013 Indenture" means that certain Master Trust Indenture, dated as of June 1, 2013, between the Borrower and the Trustee. "2017 Sales Tax Revenue Bonds" means the Riverside County Transportation Commission Sales Tax Revenue Bonds (Limited Tax Bonds), 2017 Series A of the Borrower issued in connection with the Project under the Indenture. "Acceptable Credit Rating" means, with respect to any Person, the rating of its unsecured, senior long-term indebtedness (or, if such Person has no such rating, then its issuer rating or corporate credit rating) is no lower than (a) at the time such Person executes, delivers or issues a Qualified Hedge, a Credit Facility, or a repurchase obligation to fund any Reserve Account, `A+', `Al' or the equivalent rating from any Nationally Recognized Rating Agency that provides a rating on such Person's unsecured, senior long-term indebtedness or that provides an issuer rating or corporate credit rating for such Person, as applicable; and (b) at any time thereafter, `A', `A2' or the equivalent rating from each Nationally Recognized Rating Agency that provides a rating on such Person's unsecured, senior long-term indebtedness or that provides an issuer rating or corporate credit rating for such Person, as applicable. "Acceptable Letter of Credit" means a letter of credit, in form and substance satisfactory to the TIFIA Lender, issued by a Qualified Issuer. "Account" means each account established in accordance with the terms of the Indenture. "Accreted Value" means, with respect to any Capital Appreciation Obligations or Convertible Capital Appreciation Obligations, the principal amount thereof plus the interest accrued thereon at and prior to the maturity or earlier redemption thereof, in the case of a Capital Appreciation Obligation, or at and prior to the date of conversion of such Obligation to a Current 1455925.01-WASSROIA - MSW 2 388 Interest Obligation, in the case of a Convertible Capital Appreciation Obligation, compounded on the basis of a 360-day year of twelve 30-day months at the approximate interest rate thereon on each compounding date specified therein. The Accreted Value of an Obligation at any date of computation shall be an amount equal to the principal amount of such Obligation plus interest accrued thereon from the date of issuance, such interest to accrue at the rate per annum established as provided in a Supplemental Indenture and be compounded periodically, plus, if such date of computation shall not be a compounding date, the ratable portion of the difference between the Accreted Value computed as of the immediately preceding compounding date (or the date of issuance thereof if the date of computation is prior to the first compounding date succeeding the date of issuance) and the Accreted Value computed as of the immediately succeeding compounding date, calculated based on the assumption that the Accreted Value increases during any period in equal daily amounts (with straight-line interpolation between compounding dates). "Act" means the Act as defined in the recitals hereto. "Additional Pari Passu Obligations" means any Senior Lien Obligations issued pursuant to the Indenture that are permitted under Section 17(a) (Indebtedness) and under the Indenture, which Additional Pari Passu Obligations are issued or incurred after the Effective Date and also satisfy the following requirements, as applicable: (a) if the proceeds thereof will be used to complete the construction of the Project or to comply with obligations under the Principal Project Contracts, the Borrower's Authorized Representative shall have certified to the Trustee and the TIFIA Lender in writing, and the Consulting Engineer shall have confirmed, that such Additional Pari Passu Obligations are necessary for such completion or compliance, as applicable, and that the proceeds from such Additional Pari Passu Obligations, together with other funds available to complete the Project, are expected to be sufficient to achieve Substantial Completion; provided that the maximum principal amount of Additional Pari Passu Obligations incurred pursuant to this paragraph (a) may not exceed $20,000,000 without the prior written consent of the TIFIA Lender; (b) if the proceeds thereof will be used to refinance outstanding Additional Pari Passu Obligations, (i) no such issuance shall occur until after the second (2nd) anniversary of the Debt Service Payment Commencement Date, (ii) such Additional Pari Passu Obligations must receive an Investment Grade Rating at the time of issuance of such Additional Pari Passu Obligations, (iii) after issuance of such Additional Pari Passu Obligations (after deducting any amounts required to be deposited to satisfy the applicable Senior Lien Obligations Reserve Requirement and any amounts used to pay reasonable and necessary costs of issuance not to exceed two percent (2%) of the principal amount of such Additional Pari Passu Obligations), the Trustee shall have on deposit in a separate account irrevocably in trust and used only as provided in this clause (b), either (A) moneys in an amount sufficient to pay (but not more than is needed to pay) the applicable redemption price to refund the Additional Pari Passu Obligations being refinanced (together with accrued but unpaid interest) or (B) Permitted Investments in such principal amounts, having such maturities, bearing such interest, and otherwise having such terms and qualifications as shall be necessary to pay, as and when the 1455925.01-WASSROIA - MSW 3 389 Additional Pari Passu Obligations to be refinanced are redeemed, the applicable redemption price to refund such Additional Pari Passu Obligations (but not more than such amounts), as evidenced by a defeasance opinion from bond counsel and by a certificate of defeasance from the Trustee, in each case that has been delivered to the TIFIA Lender, (iv) the net proceeds of such Additional Pari Passu Obligations (after deducting any amounts required to be deposited to satisfy the applicable Senior Lien Obligations Reserve Requirement and any amounts used to pay reasonable and necessary costs of issuance not to exceed two percent (2%) of the principal amount of such Additional Pari Passu Obligations) shall be used solely to refinance other Additional Pari Passu Obligations and shall not exceed the principal amount (except as noted above) of such other Additional Pari Passu Obligations outstanding and being refinanced by such Additional Pari Passu Obligations, and (v) Annual Debt Service in respect of all Additional Pari Passu Obligations, after the incurrence of such Additional Pari Passu Obligations, in each year of the remaining term of the TIFIA Loan, must be projected to be less than the Annual Debt Service in respect of all Additional Pari Passu Obligations projected for each such year in the in the most recent Revised Financial Model (or in the Base Case Financial Model to the extent that no Revised Financial Model has been approved by the TIFIA Lender). (c) if the proceeds thereof will be used for any reason not described in clause (a) or (b) above, then (i) such Additional Pari Passu Obligations must receive an Investment Grade Rating, (ii) no such issuance shall occur until after the second (2nd) anniversary of the Debt Service Payment Commencement Date, (iii) the Borrower shall have delivered to the TIFIA Lender a certified traffic and revenue study for the Project from the Traffic Consultant, which study shall be in form and substance satisfactory to the TIFIA Lender, and (iv) the Borrower's Authorized Representative shall have certified to the TIFIA Lender, and the Consulting Engineer shall have confirmed, that (A) there will be no fundamental change in the use of the Project, and the activity or project to which such Additional Pari Passu Obligations will be applied could not reasonably be expected to result in a Material Adverse Effect, (B) the Senior Debt Service Coverage Ratio for each Calculation Period from the date of issuance of such Additional Pari Passu Obligations through the Final Maturity Date is not less than 1.50:1:00 (based on the certified traffic and revenue study referenced in clause (iii) above), (C) the Total Debt Service Coverage Ratio for each Calculation Period from the date of issuance of such Additional Pari Passu Obligations through the Final Maturity Date is not less than (1) 1.30:1:00 (based on a "base case" revenue forecast included in the certified traffic and revenue study referenced in clause (iii) above) and (2) 1.00:1.00 (based on a "downside case" revenue forecast included in the certified traffic and revenue study referenced in clause (iii) above and satisfactory to the TIFIA Lender), and (D) the Total Loan Life Coverage Ratio for each Calculation Date from the date of issuance of such Additional Pari Passu Obligations through the Final Maturity Date is not less than 1.30:1.00 (based on the certified traffic and revenue study referenced in clause (iii) above); (d) if the proceeds of Additional Pari Passu Obligations proposed to be issued will be used either (x) to pay or reimburse costs incurred by the Borrower in connection with the planning, development, design, engineering or construction of any 1455925.01-WASSROIA - MSW 4 390 Non -System Project or (y) to repay, refund or refinance any outstanding Sales Tax Revenue Bonds, then (I) the Borrower's Authorized Representative shall have certified to the TIFIA Lender, and the Consulting Engineer shall have confirmed, that (A) actual Net Revenue for trailing twelve (12) month period ending as of the most recent prior Calculation Date was at least equal to 1.50x Maximum Annual Debt Service and (B) projected Net Revenue for the following [Borrower Fiscal Year] is at least equal to 1.50x Maximum Annual Debt Service (taking into account such Additional Pari Passu Obligations) and (II) the maximum aggregate principal amount, inclusive of any premium, of such Additional Pari Passu Obligations (when aggregated with any other Additional Pari Passu Obligations previously issued pursuant to this clause (d)) shall not exceed $135,000,000; provided that for each of clauses (a) through (d) above, (x) no Event of Default under any Indenture Document or this Agreement has occurred and is continuing, and (y) the Nationally Recognized Rating Agency that provided the most recent public credit ratings of the TIFIA Loan and any outstanding Additional Pari Passu Obligations in accordance with Section 16(j) (Annual Rating) shall have provided a confirmation or affirmation (or the equivalent) that the incurrence of such Additional Pari Passu Obligations shall not result in a downgrade in the public credit ratings of the TIFIA Loan or any outstanding Additional Pari Passu Obligations to the lower of (A) the then -existing credit ratings of the TIFIA Loan and such outstanding Additional Pari Passu Obligations, respectively, and (B) the credit ratings, respectively, of the TIFIA Loan as of the Effective Date or of any outstanding Additional Pari Passu Obligations as of the closing date of such outstanding Additional Pari Passu Obligations. "Additional Project" means any addition, acquisition, improvement, betterment, extension or equipping of or relating to the Project or any additional capital project extending, improving or otherwise related to I-15 that the Borrower determines or proposes to finance pursuant to the Indenture Documents, including (a) the construction of two tolled express lanes in each direction from SR-74 to Cajalco Road and (b) the construction of new tolled express lane connectors from eastbound SR-91 to northbound 1-15 and from southbound I-15 to westbound SR-91, including extending a single tolled express lane in each direction approximately one mile northerly on I-15 to Hidden Valley Parkway. "Additional Project Contracts" means any contract, agreement, letter of intent, understanding or instrument (other than a Principal Project Contract) entered into by (or on behalf of) the Borrower after the Effective Date, providing for the design, construction, testing, and start-up, of the Project, or the safety, financial services, operation or maintenance of the Project, or otherwise relating to the Project, including any master contract providing goods or services for multiple projects or assets including the Project. "Agreement" has the meaning provided in the preamble hereto. "Annual Debt Service" means the amount of payments due on the applicable Obligations for any Calculation Period. In calculating Annual Debt Service for any future period (except as otherwise specifically provided herein): 1455925.01-WASSROIA - MSW 5 391 (a) in determining the principal amount of an Obligation due in each year, payment shall be assumed to be made in accordance with the amortization schedule established for such principal, including any minimum sinking fund or account payments; (b) any Obligations that bear interest at a Variable Interest Rate shall be deemed to bear interest at the Bank Lending Margin plus the fixed rate on the applicable Qualified Hedge (which shall reflect any premium or margin payable thereon); (c) to the extent the requirements of Section 16(o) (Hedging) have been waived so that clause (a) of this definition no longer applies, any Variable Interest Rate Bonds for which the interest rate payable thereon has not yet been determined shall be deemed to bear interest at all times prior to the maturity date thereof at a rate which is the highest twelve (12) month rolling average of one (1) month LIBOR over the past ten (10) years preceding the date of calculation plus the Bank Lending Margin; provided that if such index is no longer published, the index to be used shall be that index which the TIFIA Lender, in consultation with the Borrower, determines most closely replicates it; (d) any Put Bonds outstanding during such period which by their terms are not required to be paid by the Borrower upon tender by the holder thereof shall be assumed to mature on the stated maturity date thereof; (e) any Put Bonds outstanding during such period which by their terms are required to be paid by the Borrower upon tender by the holder thereof shall be assumed to mature on the earliest to occur of (i) the stated maturity date thereof, (ii) the earliest date on which the Holders of such Put Bonds are entitled to tender such Put Bonds for repayment (unless the repayment of such Put Bonds is supported in its entirety by a Credit Facility provided by an issuer with an Acceptable Credit Rating), or (iii) if the Credit Facility securing such Put Bonds expires within six (6) months or less of the date of calculation and has not been renewed or replaced, the expiration date of such Credit Facility; (0 the principal amount of any Put Bonds tendered for payment by the Borrower which are required to be paid by the Borrower which have not yet been purchased in lieu of such payment by the Borrower shall be deemed to mature on the date required to be paid pursuant to such tender; (g) the principal and/or interest portion (whether by redemption or otherwise) of Capital Appreciation Obligations and Deferred Income Bonds shall be the Accreted Value and Appreciated Value thereof, respectively, due and payable in respect of such period; (h) principal and interest payments on Obligations may be excluded to the extent such payments are to be paid from amounts (from sources other than Revenues) are irrevocably held by the Trustee or another fiduciary in escrow specifically for the payment of such principal and interest and interest payments on any Obligations may be excluded to the extent that such interest payments are to be paid from capitalized interest held by the Trustee or another fiduciary in a capitalized interest account (and not a Reserve Account) funded from sources other than Revenues specifically to pay such interest, including amounts held on deposit to pay capitalized interest on one or more Series of Obligations; 1455925.01-WASSROIA - MSW 6 392 (i) [if any of the Obligations are, or upon issuance will be, obligations for which the Borrower is entitled to receive Subsidy Payments, as evidenced by a written legal opinion from the Bond Counsel delivered with respect to such Obligations, the obligations may be treated as bearing an interest rate equal to the rate of interest borne or assumed to be borne, as applicable, by the Obligations for the period of determination minus the Subsidy Payments to which the Borrower is entitled for such period;] and (j) Annual Debt Service in respect of the TIFIA Loan shall include TIFIA Mandatory Debt Service but shall not include TIFIA Scheduled Debt Service or TIFIA Scheduled Prepayment Amounts. "Anticipated TIFIA Loan Disbursement Schedule" means the schedule set forth in Exhibit B, reflecting the anticipated disbursement of proceeds of the TIFIA Loan, as such schedule may be amended from time to time pursuant to Section 4(c) (Disbursement Conditions). "Anti -Corruption Laws" means all laws, rules and regulations of any jurisdiction from time to time concerning or relating to bribery or corruption. "Anti -Money Laundering Laws" means all U.S. and other applicable laws, rules and regulations of any jurisdiction from time to time concerning or related to anti -money laundering, including but not limited to those contained in the Bank Secrecy Act and the Patriot Act. "Application" has the meaning provided in the recitals hereto. "Appreciated Value" means, with respect to any Deferred Income Bond as of any Valuation Date or for any period, the amount set forth for such date or period as determined in accordance with the Supplemental Indenture authorizing such Deferred Income Bond. "Bank Lending Margin" means in respect of any Variable Interest Rate Obligations, the "Applicable Margin" or comparable interest rate margin as defined in the financing documents related to such Variable Interest Rate Obligations. "Bankruptcy Related Event" means, with respect to any Person, (a) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of such Person or any of its debts, or of a substantial part of the assets thereof, under any Insolvency Laws, or (ii) the appointment of a receiver, trustee, liquidator, custodian, sequestrator, conservator or similar official for such Person or for a substantial part of the assets thereof and, in any case referred to in the foregoing subclauses (i) and (ii), such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered; (b) such Person shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator, custodian, sequestrator, conservator or similar official therefor or for a substantial part of the assets thereof, (ii) generally not be paying its debts as they become due unless such debts are the subject of a bona fide dispute, or become unable to pay its debts generally as they become due, (iii) solely with respect to the Borrower, fail to make two (2) consecutive payments of 1455925.01-WASSROIA - MSW 7 393 TIFIA Debt Service in accordance with the provisions of Section 9 (Payment of Principal and Interest), (iv) make a general assignment for the benefit of creditors, (v) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition with respect to it described in clause (a) of this definition, (vi) commence a voluntary proceeding under any Insolvency Law, or file a voluntary petition seeking liquidation, reorganization, an arrangement with creditors or an order for relief under any Insolvency Law, (vii) file an answer admitting the material allegations of a petition filed against it in any proceeding referred to in the foregoing subclauses (i) through (vi), inclusive, of this clause (b), or (viii) take any action for the purpose of effecting any of the foregoing; (c) solely with respect to the Borrower, (i) the Trustee shall commence a process pursuant to which all or a substantial part of the Trust Estate may be sold or otherwise disposed of in a public or private sale or disposition pursuant to a foreclosure of the Liens thereon securing the Senior Lien Obligations (including the TIFIA Loan) or (ii) the Trustee shall commence a process pursuant to which all or a substantial part of the Trust Estate may be sold or otherwise disposed of pursuant to a sale or disposition of such Trust Estate in lieu of foreclosure; or (d) solely with respect to the Borrower, the Trustee shall transfer, pursuant to directions issued by the Bondholders, funds on deposit in any of the Project Accounts upon the occurrence and during the continuation of an Event of Default under the Indenture Documents for application to the prepayment or repayment of any principal amount of any Senior Lien Obligations (including the TIFIA Loan) other than in accordance with the provisions of the Indenture. "Base Case Financial Model" means a financial model prepared by the Borrower forecasting the revenues and expenditures of the Project for time periods through the Final Maturity Date and based upon assumptions and methodology provided by the Borrower and acceptable to the TIFIA Lender as of the Effective Date, which model shall be provided to the TIFIA Lender as a fully functional Microsoft Excel — based financial model or such other format requested by the TIFIA Lender. "Base Case Projections" means the initial forecast for the Project prepared as of the Effective Date using the Base Case Financial Model. "Blocked Payments" has the meaning set forth in Section 17(d) (Blocked Payments). "Blocked Payment Conditions" means the requirements set forth in Section 17(d) (Blocked Payments). "Bond" means any bonds (including the TIFIA Bond) or any other evidences of indebtedness for borrowed money issued by the Borrower from time to time pursuant to the Indenture and the terms of the applicable Supplemental Indenture. "Bond Counsel" means a firm of nationally -recognized attorneys -at -law experienced in legal work relating to the issuance of municipal bonds selected by the Borrower. 1455925.01-WASSROIA - MSW 8 394 "Bondholder" or "Holder" or "Owner" means, when used with respect to the TIFIA Bond, the TIFIA Lender and, when used with respect to any other Bond, the record owner of such Bond. "Borrower" has the meaning provided in the preamble hereto. "Borrower Fiscal Year" means (a) means the period of twelve months terminating on June 30 of each year or (b) such other fiscal year as the Borrower may hereafter adopt after giving thirty (30) days' prior written notice to the TIFIA Lender, as provided in Section 17(g) (Organizational Documents; Fiscal Year). "Borrower's Authorized Representative" means any Person who shall be designated as such pursuant to Section 26 (Borrower's Authorized Representative). "Business Day" means any day other than a Saturday, a Sunday or other day on which the Government or banks are authorized or obligated by law or executive order to be closed in the State or the State of New York or in any city in which the Principal Office (as such term is defined in the Indenture) of the Trustee or, with respect to any Obligations secured by a Credit Facility, the office where draws are to be made on a Credit Provider (as such term is defined in the Indenture) is located. "Calculation Date" means each [June 30] and [December 31] occurring after the Effective Date. "Calculation Period" means a twelve (12) month period ending on a Calculation Date. "Caltrans" means the California Department of Transportation. "Caltrans DB Cooperative Agreement" means that certain Cooperative Agreement for Design -Build of the I-15 Express Lanes Project, dated as of May 31, 2016. "Capital Appreciation Obligations" means the Obligations designated as Capital Appreciation Obligations in the Supplemental Indenture providing for the issuance of such Obligations and on which interest is compounded and paid at maturity or on prior redemption. "Capital Expenditures" means expenditures made or liabilities incurred for the acquisition of any assets, improvements or replacements thereof that have a useful life of more than one (1) year and that are capitalized in accordance with GAAP. "Capital Expenditures Fund" means the Fund by that name established pursuant to Section 5.02 of the Indenture. "Capitalized Interest Period" means the period from (and including) the Effective Date to (but excluding) the first day of the initial Payment Period. "CEQA" means the California Environmental Quality Act (Public Resources Code section 21000 et seq.) and the State CEQA Guidelines (14 Cal. Code Regs., § 15000 et seq.) as 1455925.01-WASSROIA - MSW 9 395 amended, and any successor statute of similar import, and regulations thereunder, in each case as in effect from time to time. "Code" means the Internal Revenue Code of 1986, as amended from time to time. "Commission Backstop Loan" means a loan, in an aggregate amount not to exceed the $[38,500,000], to be made by the Borrower to the Project and transferred by the Sales Tax Trustee to the Trustee for deposit into the Toll Revenue Fund, from amounts available in the I-15 Trust Fund under the Sales Tax Revenue Bond Indenture, in an annual amount of up to $[3,850,000] commencing in Borrower Fiscal Year [] to and including the end of Borrower Fiscal Year 2039, as further described in Section 16(v) (Commission Backstop Loans) and in Section 5.05(b) of the Indenture. "Commission Initial Loan" means a loan in an aggregate amount not to exceed the TIFIA Debt Service Reserve Account Required Amount to be made by the Borrower to the Project and transferred by the Sales Tax Trustee to the Trustee for deposit into the TIFIA Debt Service Reserve Account, from amounts available in the I-15 Trust Fund under the Sales Tax Revenue Bond Indenture, in annual disbursements of up to $3,000,000 commencing in Borrower Fiscal Year 2019 to and including the end of Borrower Fiscal Year 2024, as further described in Section 16(k)(i) (Project Accounts) and in Section 5.05(a) of the Indenture. "Commission Loan" means the aggregate amount of the Commission Initial Loan and any Commission Backstop Loans made by the Borrower to the Project. "Commission Loan Fund" means the Fund by that name established pursuant to Section 5.02 of the Indenture. "Congress" has the meaning provided in the recitals hereto. "Construction Period" means the period from the Effective Date through the Substantial Completion Date. "Construction Schedule" means (a) the initial schedule or schedules on which the construction timetables for the Project are set forth, attached as Schedule II, and (b) any updates thereto included in the Financial Plan most recently approved by the TIFIA Lender pursuant to Section 22(a)(iii)(B) (Financial Plan). "Consulting Engineer" means Parsons Transportation Group Inc. or such other or any replacement engineering firm selected by the Borrower and not objected to by the TIFIA Lender within fifteen (15) Business Days after receiving written notice from the Borrower of the name of the proposed replacement engineering firm and supporting information regarding the qualifications of the proposed replacement engineering firm. "Control" means, when used with respect to any particular Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or partnership or other ownership interests, by contract or otherwise, and the terms "Controlling" and "Controlled by" have meanings correlative to the foregoing. 1455925.01-WASSROIA - MSW 10 396 "Convertible Capital Appreciation Obligations" means Obligations that initially are issued as Capital Appreciation Obligations, but later convert to Obligations on which interest is paid periodically. Convertible Capital Appreciation Obligations shall be Capital Appreciation Obligations until the conversion date and from and after such conversion date shall no longer be Capital Appreciation Obligations, but shall be treated as Current Interest Obligations having a principal amount equal to their Accreted Value on the conversion date. "CPI" means the Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average for All Items, 1982-84=100 (not seasonally adjusted), or its successor, published by the Bureau of Labor Statistics, with, unless otherwise specified herein, January 2017 as the base period. "Credit Facility" means any letter of credit, standby bond purchase agreement, line of credit, policy of bond insurance, surety bond, guarantee or similar instrument, or any agreement relating to the reimbursement of any payment thereunder (or any combination of the foregoing), which is obtained by the Borrower and is issued by a financial institution, insurance provider or other Person and which provides security or liquidity in respect of any Permitted Debt. "Current Interest Obligations" means Obligations designated as Current Interest Obligations in the Supplemental Indenture providing for the issuance of such Obligations and that pay interest to the Bondholders thereof on a periodic basis prior to maturity. Current Interest Obligations also include Convertible Capital Appreciation Obligations after their conversion date. "Debt Service Payment Commencement Date" means the Semi -Annual Payment Date occurring immediately prior to the [fifth (5th)] anniversary of the Substantial Completion Date. [Note to ROTC: Optional (but irrevocable) early commencement of debt service payments subject to further discussion] "Default Rate" means an interest rate equal to the sum of (a) the TIFIA Interest Rate plus (b) 200 basis points. "Deferred Income Bond" means any Permitted Debt (a) as to which interest accruing thereon prior to the applicable Interest Commencement Date of such Permitted Debt is (i) compounded on each Valuation Date for such Deferred Income Bond and (ii) payable only at the maturity or prior redemption of such Permitted Debt and (b) as to which interest accruing after the applicable Interest Commencement Date is payable on the first interest payment date immediately succeeding the Interest Commencement Date and thereafter on the dates specified in or determined pursuant to the Supplemental Indenture authorizing the Permitted Debt. For the purposes of receiving payment of the redemption price if a Deferred Income Bond is redeemed prior to maturity, the principal amount of a Deferred Income Bond shall be deemed to be its Appreciated Value. "Design -Build Contract" means that certain Design -Build Contract for the I-15 Express Lanes Project, dated April 12, 2017, between the Borrower and the Design -Build Contractor. 1455925.01 "Design -Build Contractor" means Skanska-Ames, an unincorporated joint venture. 11 -WASSROIA - MSW 397 "Design -Build Parent Guaranties" means that certain Guaranty, dated March 29, 2017, provided by Skanska USA Civil Inc., as the same relates to the Design -Build Contract and the obligations, liabilities and duties of the Design -Build Contractor thereunder. "Development Default" means (a) the Borrower fails to diligently prosecute the work related to the Project or (b) the Borrower fails to complete the Project by the Projected Substantial Completion Date. "Effective Date" means the date of this Agreement. "Eligible Project Costs" means amounts in the Project Budget, substantially all of which are paid by or for the account of the Borrower in connection with the Project, including prior Project expenditures preceding the date of the Application, all of which shall arise from the following: (a) development phase activities, including planning, feasibility analysis, revenue forecasting, environmental review, permitting, preliminary engineering and design work and other preconstruction activities; (b) construction, reconstruction, rehabilitation, replacement and acquisition of real property (including land related to the Project and improvements to land), environmental mitigation, construction contingencies and acquisition of equipment; or (c) capitalized interest necessary to meet market requirements, reasonably required reserve funds, capital issuance expenses and other carrying costs during construction. "Environmental Laws" has the meaning provided in Section 14(s) (Environmental Matters). "ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, and the regulations thereunder, in each case as in effect from time to time. "ERISA Affiliate" means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code. "Event of Default" has the meaning provided in Section 20(a) (Events of Default and Remedies). "Event of Loss" means any event or series of events that causes any portion of the Project to be damaged, destroyed or rendered unfit for normal use for any reason whatsoever, including through a failure of title, or any loss of such property, or a condemnation. "Executive Director" has the meaning provided in the preamble hereto. 1455925.01-WASSROIA - MSW 12 398 "Existing Indebtedness" means indebtedness of the Borrower that has been issued or incurred prior to the Effective Date, as listed and described in Schedule III. "Federal Fiscal Year" or "FFY" means the fiscal year of the Government, which is the twelve (12) month period that ends on September 30 of the specified calendar year and begins on October 1 of the preceding calendar year. "FHWA" means the Federal Highway Administration, an agency of the USDOT. "FHWA Division Office" means the California Division Office of the FHWA. ["FHWA Oversight Agreement" means that certain [describe agreement], dated as of [ ], by and between the Borrower and the FHWA Division Office attached hereto as Exhibit F.] [Note: Applicability to be confirmed] "Final Maturity Date" means the earlier of (a) Semi -Annual Payment Date occurring immediately prior to the thirty-fifth (35th) anniversary of the Substantial Completion Date and (b) July 1, 5065. "Financial Plan" means (a) the financial plan to be delivered within sixty (60) days after the Effective Date in accordance with Section 22(a) (Financial Plan) and (b) any updates thereto required pursuant to Section 22(a) (Financial Plan). "Financial Statements" has the meaning provided in Section 14(z) (Financial Statements). "Fund" means each fund established in accordance with the terms of the Indenture. "GAAP" means generally accepted accounting principles as defined by the Governmental Accounting Standards Board, in effect from time to time in the United States of America. "Government" means the United States of America and its departments and agencies. "Government Obligations" means (a) direct obligations of, or obligations on which the timely payment of principal and interest are fully and unconditionally guaranteed by, the Government, (b) bonds, debentures or notes issued by any of the following federal agencies: Banks for Cooperatives, Federal Intermediate Credit Banks, Federal Home Loan Banks, Export - Import Bank of the United States, Government National Mortgage Association or Federal Land Banks, (c) obligations issued or guaranteed by a Person controlled or supervised by and acting as an instrumentality of the Government pursuant to authority granted by the Congress, and (d) evidences of ownership of proportionate interests in future interest or principal payments on obligations specified in clauses (a), (b) and (c) of this definition held by a bank or trust company as custodian and which underlying obligations are not available to satisfy any claim of the custodian or any Person claiming through the custodian or to whom the custodian may be obligated, in each case. 1455925.01-WASSROIA - MSW 13 399 "Governmental Approvals" means all authorizations, consents, approvals, waivers, exceptions, variances, filings, permits, orders, licenses, exemptions and declarations of or with any Governmental Authority. "Governmental Authority" means any federal, state, provincial, county, city, town, village, municipal or other government or governmental department, commission, council, court, board, bureau, agency, authority or instrumentality (whether executive, legislative, judicial, administrative or regulatory), of or within the United States of America or its territories or possessions, including the State and its counties and municipalities, and their respective courts, agencies, instrumentalities and regulatory bodies, or any entity that acts "on behalf of any of the foregoing, whether as an agency or authority of such body. "Hedging Agreement" means (a) the ISDA Master Agreement(s) and any related credit support annex, schedules and confirmations, to be entered into by the Borrower and a Hedging Bank, (b) any other agreement entered into, or to be entered into, by the Borrower and a Hedging Bank for a Hedging Transaction, and (c) any other documentation directly relating to the foregoing. "Hedging Banks" means any Qualified Hedge Provider that becomes a party to a Hedging Agreement and its permitted successors (to the extent such successors are also Qualified Hedge Providers). "Hedging Obligations" means, collectively, the payment of (a) all scheduled amounts payable to the Hedging Banks by the Borrower under the Hedging Agreements (including interest accruing after the date of any filing by the Borrower of any petition in bankruptcy or the commencement of any bankruptcy, insolvency or similar proceeding with respect to the Borrower), net of all scheduled amounts payable to the Borrower by such Hedging Banks, and (b) all other indebtedness, fees, indemnities and other amounts payable by the Borrower to the Hedging Banks under such Hedging Agreements, net of all other indebtedness, fees, indemnities and other amounts payable by the Hedging Banks to the Borrower under such Hedging Agreements; provided that Hedging Obligations shall not include Hedging Termination Obligations. For the avoidance of doubt, all calculations of such amounts payable under the Hedging Agreements shall be made in accordance with the terms of the applicable Hedging Agreements. "Hedging Termination Obligations" means the aggregate amount payable to the Hedging Banks by the Borrower upon the early termination of all or a portion of the Hedging Agreements, net of all amounts payable to the Borrower by such Hedging Banks upon the early unwind of all or a portion of such Hedging Agreements. For the avoidance of doubt, all calculations of such amounts payable under the Hedging Agreements shall be made in accordance with the terms of the applicable Hedging Agreements. "Hedging Transaction" means any interest rate protection agreement, interest rate swap transaction, interest rate "cap" transaction, interest rate future, interest rate option or other similar interest rate hedging arrangement commonly used in loan transactions to hedge against interest rate increases and not for any speculative purpose. 1455925.01-WASSROIA - MSW 14 400 "Holding Fund" means the Fund by that name created pursuant to Section 5.02 of the Indenture. "I-15 Express Lanes" means one to two tolled express lanes extending approximately 15 miles in each direction between the I-15/Cajalco Road interchange in Corona and I-15/SR-60 interchange just south of the Riverside/San Bernardino County line. "I-15 Trust Fund" means the fund by that name established and held by the Sales Tax Trustee under the Sales Tax Revenue Bond Indenture. "Indemnitee" has the meaning provided in Section 18 (Indemnification). "Indenture" means that certain Master Trust Indenture, dated as of [July 1, 2017], between the Borrower and the Trustee. "Indenture Documents" means the Indenture, each Supplemental Indenture, each Hedging Agreement, each Credit Facility, the Sales Tax Revenue Bond Indenture, the Sales Tax Revenue Bond Seventh Supplemental Indenture, and each other agreement, instrument and document executed and delivered pursuant to or in connection with any of the foregoing. "Insolvency Laws" means the United States Bankruptcy Code, 11 U.S.C. § 101 et seq., as from time to time amended and in effect, and any state bankruptcy, insolvency, receivership, conservatorship or similar law now or hereafter in effect. "Interest Commencement Date" means, with respect to any particular Deferred Income Bond, the date determined by the Supplemental Indenture for such Deferred Income Bond after which interest accruing on such Deferred Income Bond shall be payable on the first interest payment date succeeding such Interest Commencement Date and periodically thereafter on the dates determined pursuant to such Supplemental Indenture. "Interim Payment Date" means any day occurring during a Payment Period that (a) is a date on which interest on or principal of Additional Pari Passu Obligations, Second Lien Obligations or Subordinate Obligations is scheduled to be paid and (b) is not a Semi -Annual Payment Date. "Interim Payment Period" means, at any time that interest on or principal of any Additional Pari Passu Obligations, Second Lien Obligations or Subordinate Obligations is scheduled to be paid on an Interim Payment Date, any period from (and including) the immediately preceding Payment Date to (but excluding) such Interim Payment Date. "Investment Grade Rating" means a public rating no lower than `BBB-% `Baa3' or the equivalent public rating from a Nationally Recognized Rating Agency. "ISDA Master Agreement" means a master agreement, entered into by the Borrower and a Hedging Bank, in the form published by the International Swaps and Derivatives Association, Inc. 1455925.01-WASSROIA - MSW 15 401 "LIBOR" means, for any day, the 1-month London Interbank Offered Rate for deposits in the applicable currency as set by the British Banks Association (or the successor thereto if the British Bankers Association is no longer making a London Interbank Offered Rate available) ("BBA") and published by the BBA at approximately 11:00 a.m. London time on such day. For any day that is not a Business Day, the LIBOR for such day shall be the rate published by the BBA on the immediately preceding Business Day. "Lien" means any mortgage, pledge, hypothecation, assignment, mandatory deposit arrangement, encumbrance, attachment, lien (statutory or other), charge or other security interest, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever, including any sale -leaseback arrangement, any conditional sale or other title retention agreement, any financing lease having substantially the same effect as any of the foregoing, and the filing of any financing statement or similar instrument under the UCC or any other applicable law. "Loan Amortization Schedule" means the Loan Amortization Schedule reflected in the applicable column of Exhibit Gl, as amended from time to time in accordance with Section 7 (Outstanding TIFIA Loan Balance; Revisions to Exhibit G-1 and Loan Amortization Schedule). "Loss Proceeds" means any proceeds of insurance resulting from any Event of Loss. "Material Adverse Effect" means a material adverse effect on (a) the Project or the Revenues, (b) the business, operations, properties, condition (financial or otherwise) or prospects of the Borrower, (c) the legality, validity or enforceability of any material provision of any Indenture Document, TIFIA Loan Document or Principal Project Contract, (d) the ability of the Borrower or any other Principal Project Party to enter into, perform or comply with any of its material obligations under any Indenture Document, TIFIA Loan Document or Principal Project Contract to which it is a party, (e) the validity, enforceability or priority of the Liens provided under the Indenture Documents on the Trust Estate in favor of the Secured Parties or (f) the TIFIA Lender's rights or remedies available under any TIFIA Loan Document. "Maximum Annual Debt Service" means the highest amount of Annual Debt Service due in respect of all Obligations of the Borrower for any Calculation Period during the period from the date of such determination through the Final Maturity Date. "Nationally Recognized Rating Agency" means any nationally recognized statistical rating organization identified as such by the Securities and Exchange Commission. "NEPA" means the National Environmental Policy Act of 1969, as amended, and any successor statute of similar import, and regulations thereunder, in each case as in effect from time to time. "NEPA Determination" means that certain Initial Study with Mitigated Negative Declaration/Environmental Assessment with Finding of No Significant Impact with respect to the Project, dated May 4, 2016, issued by Caltrans. "Net Loss Proceeds" means remaining Loss Proceeds after excluding any proceeds of business interruption insurance, delay -in -start-up insurance, proceeds covering liability of the 1455925.01-WASSROIA - MSW 16 402 Borrower to third parties and Loss Proceeds used or to be used by the Borrower to repair or restore the Project in accordance with Section [5.11] of the Indenture. "Net Revenue" means, with respect to any time period, (a) Revenue less (b) Operation and Maintenance Expenses (excluding, in such calculations, (x) any extraordinary or one-time revenues from Revenue, and (y) any extraordinary or one-time expenses from Operation and Maintenance Expenses, but only if and to the extent such extraordinary or one-time expenses are paid or payable from extraordinary or one-time revenues being excluded from Revenue), less (c) any deposits to the Rebate Fund and less (d) deposits into any Project Account (other than the Toll Revenue Fund and the Ramp Up Account), to the extent that disbursements from such Project Account will be treated as Revenues, in each case with respect to such time period. For any calculation based on projected Net Revenue, (i) the amount available to be disbursed under any Commission Loan and interest and earnings from investments shall be excluded from Net Revenue (except for purposes of the Rate Coverage Test) and (ii) Toll Revenues shall exclude amounts described in clause (c), (d) and (e) of the definition thereof. For any historical calculation based on Net Revenue, proceeds of Commission Loans and interest and earnings from investments may be included as Net Revenue, to the extent such amounts were irrevocably deposited into the Toll Revenue Fund during the applicable Calculation Period. "Non -System Project" means any additions, acquisitions, improvements, betterments, land, buildings, structures or other facilities, including equipment, acquired or constructed, and the preparation and grading of land, that either are (a) located outside the geographic boundaries of the right of way for I-15 as of the Effective Date or (b) if located within the geographic boundaries of the right of way for I-15 as of the Effective Date, have been specifically designated by resolution of the governing body of the Borrower as not being part of the Project and are not otherwise thereafter designated as an Additional Project pursuant to the Indenture. "Obligations" means all indebtedness for borrowed money incurred by the Borrower pursuant to the TIFIA Loan Documents or Indenture Documents that is payable from Revenue, including any bonds, notes, certificates or other obligations, as the case may be, authenticated and delivered under and pursuant to the Indenture as Senior Lien Obligations, Second Lien Obligations or Subordinate Obligations. "OFAC" means the Office of Foreign Assets Control of the United States Department of the Treasury. "Operating Agreement" means that certain I-15 Express Lanes Toll Services Contract No. 16-31-043-00, dated as of January 26, 2017, by and between the Borrower and the Toll Services Provider to design, implement and operate a toll collection system through a toll services contract for the I-15 Express Lanes, and all related or ancillary agreements, or any other operating agreement entered into by the Borrower and one or more entities in accordance with the terms hereof. "Operation and Maintenance Expenses" means all current expenses incurred and paid (or, if applicable, forecasted to be incurred and paid) by the Borrower for the operation and maintenance of the Project in any particular time period to which said term is applicable, including, payments with respect to financing leases and installment purchase agreements, all 1455925.01-WASSROIA - MSW 17 403 amounts paid or payable under the Operating Agreement, the Police Services Agreement and similar agreements, costs for operation, maintenance and repair, consumables, payments under any operating lease or rental payments properly considered to be operating expenses, payments pursuant to agreements for the management of the Project, taxes, premiums paid or payable on any insurance, payments for oversight services, all administrative, engineering and policing costs, costs for any security, toll collection and enforcement expenses, fees and expenses of the Traffic Consultant, the Trustee, any rating agency, liquidity or remarketing fees relating to Obligations (for the avoidance of doubt, such fees, administrative costs and expenses do not include any commitment fees, termination fees, fines or other penalties or any payments to be made to counterparty pursuant to a Hedging Transaction including Hedging Obligations and Hedging Termination Obligations), any insurance consultant, legal and accounting expenses, and any other reasonable and necessary cash expenses paid or payable for the operation and maintenance of the Project, but excluding Capital Expenditures, expenditures for rehabilitation and operational improvement projects on the Project, depreciation or obsolescence charges or reserves therefore, debt service for Obligations, and any non -cash charges, such as depreciation, amortization of intangibles and other bookkeeping entries of a similar nature. "Operation and Maintenance Fund" means the account by that name established pursuant to Section 5.02 of the Indenture. "Operation and Maintenance Fund Required Amount" means, for any date, an amount equal to sixteen and seven tenths percent (16.7%) of expected Operation and Maintenance Expenses for the following 12-month period, in each case initially based on the forecast of Operation and Maintenance Expenses with respect to the Project set forth in the Base Case Financial Model and thereafter based on the then -current recommendations regarding Operation and Maintenance Expenses provided by the Consulting Engineer and in the Revised Financial Model approved by the TIFIA Lender as part of the then -current Financial Plan. "Organizational Documents" means: (a) with respect to any Person that is a Governmental Authority, (i) the constitutional and statutory provisions that are the basis for the existence and authority of such Governmental Authority, including any enabling statutes, ordinances or public charters and any other organic laws establishing such Governmental Authority and (ii) the bylaws, code of regulations, operating procedures or other organizational documents of or adopted by such Governmental Authority by which such Governmental Authority, its powers, operations or procedures or its securities, bonds, notes or other obligations are governed or from which such powers are derived; and (b) with respect to a Person that is not a Governmental Authority, (i) to the extent such Person is a corporation, the certificate or articles of incorporation and the by-laws of such Person, (ii) to the extent such Person is a limited liability company, the certificate of formation or articles of formation or organization and operating or limited liability company agreement of such Person and (iii) to the extent such Person is a partnership, joint venture, trust or other form of business, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization or formation of such Person. 1455925.01-WASSROIA - MSW 18 404 "Other Indebtedness Covenant Default" has the meaning provided in Section 20(a)(vi) (Cross Default). "Other Indebtedness Misrepresentation Default" has the meaning provided in Section 20(a)(vi) (Cross Default). "Other Loan Documents" has the meaning provided in Section 20(a)(vi) (Cross Default). "Outstanding TIFIA Loan Balance" means the aggregate principal amount drawn by the Borrower and then outstanding (including capitalized interest) with respect to the TIFIA Loan, as determined in accordance with Section 7 (Outstanding TIFIA Loan Balance; Revisions to Exhibit G-1 and Loan Amortization Schedule). "Patriot Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended, and all regulations promulgated thereunder. "Payment Date" means each Semi -Annual Payment Date or Interim Payment Date. "Payment Default" has the meaning provided in Section 20(a)(i) (Payment Default). "Payment Period" means any period of six (6) months from (and including) a Semi - Annual Payment Date to (but excluding) the immediately succeeding Semi -Annual Payment Date, commencing with the six (6) month period ending on the date immediately prior to the Debt Service Payment Commencement Date. "Permitted Debt" means: (a) the TIFIA Loan; (b) Additional Pari Passu Obligations that satisfy each of the applicable requirements in the definition thereof; (c) Commission Loans, to the extent permitted herein and in the Indenture Documents; (d) reimbursement obligations in respect of letters of credit, and other financial obligations, arising under the Principal Project Contracts or any other agreement executed by the Borrower in connection with the Project that are payable as Total Project Costs, Eligible Project Costs or Operation and Maintenance Expenses and that do not in the aggregate have face amounts exceeding $[5,000,000]; (e) purchase money obligations or capitalized leases incurred to finance discrete items of equipment not comprising an integral part of the Project that qualify as Operation and Maintenance Expenses, which obligations and leases do not require payments by the Borrower in any Borrower Fiscal Year in excess of $[500,000] in the aggregate; 1455925.01-WASSROIA - MSW 19 405 (0 trade accounts payable (other than for borrowed money) so long as such trade accounts payable are payable not later than ninety (90) days after the respective goods are delivered or the respective services are rendered; and (g) indebtedness incurred in respect of Qualified Hedges. "Permitted Hedging Termination" means the early termination, in whole or in part, of any Qualified Hedge (a) at the request of the Borrower as a result of a determination by the Borrower that such (or any part of such) Qualified Hedge is no longer necessary or required under the terms of this Agreement, (b) pursuant to the terms of any Hedging Agreement evidencing such Qualified Hedge that provides for the notional amount of such Qualified Hedge to amortize or otherwise be reduced from time to time or (c) as may be required pursuant to Section 16(o)(vii) (Hedging). "Permitted Investments" means (with respect to the investment of the proceeds of the TIFIA Loan or any construction or reserve account established and maintained pursuant to the Indenture): (a) Government Obligations; (b) certificates of deposit where the certificates are collaterally secured by securities of the type described in clause (a) of this definition and held by a third party as escrow agent or custodian, of a market value not less than the amount of the certificates of deposit so secured, including interest, but this collateral is not required to the extent the certificates of deposit are insured by the Government; (c) repurchase agreements with counterparties that have an Acceptable Credit Rating, when collateralized by securities of the type described in clause (a) of this definition and held by a third party as escrow agent or custodian, of a market value not less than the amount of the repurchase agreement so collateralized, including interest; (d) investment agreements or guaranteed investment contracts rated, or with any financial institution whose senior long-term debt obligations are rated, or guaranteed by a financial institution whose senior long-term debt obligations are rated in one of the two (2) highest Rating Categories for comparable types of obligations by any Nationally Recognized Rating Agency; and (e) money market funds that invest solely in obligations of the United States of America, its agencies and instrumentalities, and having a rating by a Nationally Recognized Rating Agency equal to the then applicable rating of the United States of America by such Nationally Recognized Rating Agency. "Permitted Liens" means: (a) Liens imposed pursuant to the TIFIA Loan Documents; (b) Liens imposed by law for taxes that are not yet due or are being contested in compliance with Section 16(n) (Material Obligations; Liens); 1455925.01-WASSROIA - MSW 20 406 (c) carriers', warehousemen's, mechanics', materialmen's, repairmen's and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than thirty (30) days or are being contested in compliance with Section 16(n) (Material Obligations; Liens); (d) pledges and deposits made in the ordinary course of business in compliance with workers' compensation, unemployment insurance, and other social security laws or regulations; (e) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; (f) judgment Liens in respect of judgments that do not constitute an Event of Default under Section 20(a)(vii) (Judgments); (g) easements, zoning restrictions, rights -of -way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that, in any case, do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower; (h) any Lien on any property or asset of the Borrower existing on the Effective Date; provided that (i) such Lien shall not apply to any other property or asset of the Borrower and (ii) such Lien shall secure only those obligations which it secures on the Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (i) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, (ii) such Lien shall apply solely to the acquired asset and not to any other property or assets of the Borrower, and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and 0) purchase money security interests in equipment hereafter acquired by the Borrower; provided that (i) such security interests secure indebtedness for borrowed money permitted by Section 17(a) (Indebtedness), (ii) such security interests are incurred, and the indebtedness secured thereby is created, within ninety (90) days after such acquisition, (iii) the indebtedness secured thereby does not exceed the fair market value of such equipment at the time of such acquisition, and (iv) such security interests do not apply to any other property or assets (other than accessions to such equipment) of the Borrower. "Person" means and includes an individual, a general or limited partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated organization and any Governmental Authority. 1455925.01-WASSROIA - MSW 21 407 "Police Services Agreement" means the Police Services Agreement to be entered into by and between the State of California, acting by and through the California Highway Patrol, and the Borrower, as amended, modified and supplemented in accordance with its terms. "Principal Project Contracts" means: (a) the Design -Build Contract; (b) the Design -Build Parent Guaranties; (c) the Operating Agreement; (d) the Caltrans DB Cooperative Agreement; (e) the Toll Facility Agreement; and (0 [Other] "Principal Project Party" means any Person (other than the Borrower party to a Principal Project Contract for so long as such Principal Project Contract (or any provision thereof) remains in effect. "Project" means (a) the I-15 Express Lanes and (b) upon the acquisition, installation, construction and opening to vehicular traffic thereof, any Additional Project, to the extent that any such Additional Project is funded with Revenues or Obligations that are payable from Revenues. "Project Accounts" means the Toll Revenue Fund, the Project Fund, the Rebate Fund, the Senior Lien Obligations Fund, the Senior Lien Obligations Reserve Fund, the Repair and Rehabilitation Fund, the Second Lien Obligations Fund, the Second Lien Obligations Reserve Fund, the Subordinate Obligations Fund, the Subordinate Obligations Reserve Fund, the Holding Fund, the Commission Loan Fund, the Capital Expenditures Fund, the Residual Fund, the Operation and Maintenance Fund and the Surplus Fund, any Accounts and sub -accounts established under any of the foregoing, and each other Fund or Account established pursuant to the Indenture or any Supplemental Indenture from time to time. "Project Budget" means the budget for the Project in the aggregate amount of $[ ] attached to this Agreement as Schedule I showing a summary of Total Project Costs with a breakdown of all Eligible Project Costs and the estimated sources and uses of funds for the Project, as amended from time to time with the approval of the TIFIA Lender. "Projected Substantial Completion Date" means [July 1, 2020], as such date may be adjusted in accordance with Section 22(a)(iii)(B) (Financial Plan). "Put Bonds" means any bond which by its terms may be tendered by and at the option of the holder thereof for payment prior to the stated maturity or redemption date thereof either (a) by the Borrower and by the Person and/or from the source specified in a Supplemental Indenture 1455925.01-WASSROIA - MSW 22 408 or (b) without recourse to the Borrower, by the Person and/or from the source specified in a Supplemental Indenture. "Qualified Hedge" means, to the extent from time -to -time permitted by law, with respect to Permitted Debt any Hedging Transaction entered into with a Qualified Hedge Provider and meeting the requirements of Section 16(o) (Hedging). "Qualified Hedge Provider" means any bank or trust company authorized to engage in the banking business that is organized under or licensed as a branch or agency under the laws of the United States of America or any state thereof that has an Acceptable Credit Rating. "Qualified Issuer" means any bank or trust company authorized to engage in the banking business that is organized under or licensed as a branch or agency under the laws of the United States of America or any state thereof that has an Acceptable Credit Rating. "Ramp Up Account" means the Account by that name established under the Operation and Maintenance Fund pursuant to Section 5.02 of the Indenture. "Ramp Up Account Required Amount" means an amount equal to $14,000,000. "Rate Coverage Test" has the meaning set forth in Section 16(1) (Rate Coverage). "Rating Category" means one of the generic rating categories of a Nationally Recognized Rating Agency without regard to any refinement or gradation of such rating by a numerical modifier or otherwise. "RCTC 91 Express Lanes" means toll lanes and facilities on the portion of State Route 91 between the Orange County/Riverside County line and I-15 that constitute part of the Riverside SR-91 Corridor Improvement Project (as more fully defined in the 2013 Indenture). "Rebate Fund" means the Fund by that name established pursuant to Section 5.02 of the Indenture. "Related Documents" means the Indenture Documents, the TIFIA Loan Documents, the Hedging Agreements (if any) and the Principal Project Contracts. "Repair and Rehabilitation Fund Permitted Expenditures" means Capital Expenditures reasonably necessary to repair or rehabilitate the Project so that it remains in a condition that meets the performance and maintenance standards established by Caltrans for existing State -operated transportation facilities of substantially equivalent size, location and character. "Repair and Rehabilitation Fund" means the Fund by that name established pursuant to Section 5.02 of the Indenture. "Repair and Rehabilitation Fund Required Amount" means, for any Calculation Date, an amount equal to the aggregate of (a) one hundred percent (100%) of expected Repair and Rehabilitation Fund Permitted Expenditures for the following 12-month period, (b) eighty 1455925.01-WASSROIA - MSW 23 409 percent (80%) of expected Repair and Rehabilitation Fund Permitted Expenditures for the next following 12-month period (i.e., year 2), (c) sixty percent (60%) of expected Repair and Rehabilitation Fund Permitted Expenditures for the next succeeding 12-month period (i.e., year 3), (d) forty percent (40%) of expected Repair and Rehabilitation Fund Permitted Expenditures for the next succeeding 12-month period (i.e., year 4) and (e) twenty percent (20%) of expected Repair and Rehabilitation Fund Permitted Expenditures for the next succeeding 12-month period (i.e., year 5), in each case initially based on the forecast of estimated life cycle maintenance costs with respect to the Project set forth in the Base Case Financial Model and thereafter based on the then -current information regarding Repair and Rehabilitation Fund Permitted Expenditures provided by the Consulting Engineer and in the Revised Financial Model approved by the TIFIA Lender as part of the then -current Financial Plan. "Requisition" has the meaning provided in Section 4(a) (Disbursement Conditions). "Reserve Accounts" means the TIFIA Debt Service Reserve Account, the Senior Lien Obligations Reserve Fund, the Second Lien Obligations Reserve Fund, the Subordinate Obligations Reserve Fund, and the Ramp Up Account. "Residual Fund" means the Fund by that name established pursuant to Section 5.02 of the Indenture. "Revenue" means: (a) Toll Revenues; (b) all interest or other income received from investment of money in the Funds and Accounts (excluding the Rebate Fund, the Surplus Fund, the Operation and Maintenance Fund, the Sales Tax Revenue Bonds Account within the Project Fund, and any Fund or Account established to hold the proceeds of a drawing on any Credit Facility) and (c) proceeds of any Commission Backstop Loan deposited into the Toll Revenue Fund. "Revised Financial Model" means the Base Case Financial Model, as it may be updated from time to time pursuant to Section 22(a)(ii)(C) (Financial Plan). "Sales Tax Revenue Bond Indenture" means that certain Indenture, dated as of June 1, 2008, as amended and supplemented, by and between the Borrower and U.S. Bank National Association, as trustee. "Sales Tax Revenue Bonds" means Riverside County Transportation Commission Sales Tax Revenue Bonds (Limited Tax Bonds) issued pursuant to the Sales Tax Revenue Bond Indenture. "Sales Tax Revenue Bond Seventh Supplemental Indenture" means that certain Seventh Supplemental Indenture, dated as of [July 1], 2017, between the Borrower and the Trustee, relating to Riverside County Transportation Commission Sales Tax Revenue Bonds (Limited Tax Bonds) 2017 Series A. "Sales Tax Revenues" means the amounts distributed to the Borrower, pursuant to Section 5.02(B) of the Sales Tax Revenue Bond Indenture, on account of the retail transactions and use tax imposed in the County of Riverside, CA pursuant to the Sales Tax Act and the Ordinance (as each such term is defined in the Indenture). 1455925.01-WASSROIA - MSW 24 410 "Sales Tax Trustee" means the Trustee under the Sales Tax Revenue Bond Indenture. "Sanctioned Country" means, at any time, a country or territory which is itself the subject or target of any Sanctions.2 "Sanctioned Person" means, at any time, (a) any Person listed in any Sanctions -related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, (b) any Person operating, organized or resident in a Sanctioned Country, or (c) any Person owned or controlled by any such Person or Persons. "Sanctions" means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the Government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State. "Second Lien Obligations" means (a) any obligations issued or incurred under the Indenture that are subordinated in right of payment and lien priority to the Senior Lien Obligations and senior in right of payment and lien priority to the Subordinate Obligations and (b) any related Hedging Obligations. "Second Lien Obligations Fund" means the Fund by that name established pursuant to Section 5.02 of the Indenture. "Second Lien Obligations Reserve Fund" means the Fund by that name established pursuant to Section 5.02 of the Indenture. "Secretary" means the United States Secretary of Transportation. "Secured Parties" means the Trustee, the TIFIA Lender, any other Bondholders, and any Hedging Banks. "Semi -Annual Payment Date" means each [June 1 ] and [December 1 ]. "Senior Debt Service Coverage Ratio" means, for any Calculation Period, the ratio of Net Revenue for such Calculation Period to Annual Debt Service in respect of the TIFIA Loan and all Additional Pari Passu Obligations for such Calculation Period. "Senior Lien Bonds" means the bonds or commercial paper identified as the Riverside County Transportation Commission Toll Revenue Senior Lien Bonds authorized by, issued in accordance with, and at any time outstanding pursuant to, the Indenture. "Senior Lien Obligations" means collectively, the TIFIA Loan and any Additional Pari Passu Obligations. 2 Currently, these jurisdictions are Crimea, Cuba, Iran, North Korea, Sudan and Syria. 1455925.01-WASSROIA - MSW 25 411 "Senior Lien Obligations Fund" means the Fund by that name established pursuant to Section 5.02 of the Indenture. "Senior Lien Obligations Interest Account" means the Account by that name established within the Senior Lien Obligations Fund pursuant to Section 5.02 of the Indenture. "Senior Lien Obligations Principal Account" means the Account by that name established within the Senior Lien Obligations Fund pursuant to Section 5.02 of the Indenture. "Senior Lien Obligations Reserve Fund" means the Fund by that name established pursuant to Section 5.02 of the Indenture. "Senior Lien Obligations Reserve Requirement" means, (a) for any Senior Lien Obligations, the amount, if any, specified by a Supplemental Indenture as the amount required to be held in the Senior Lien Obligations Reserve Fund, or an Account thereof, for the payment of principal of and interest on the outstanding Senior Lien Obligations secured by such Fund or Account and (b) for the TIFIA Loan, the TIFIA Debt Service Reserve Account Required Amount. "Series" means all Obligations identified in the Indenture or any Supplemental Indenture as a separate Series. "Servicer" means such entity or entities as the TIFIA Lender shall designate from time - to -time to perform, or assist the TIFIA Lender in performing, certain duties hereunder. "State" means the State of California. "Subordinate Obligations" means any Obligations that are subordinated in right of payment and lien priority to the Senior Lien Obligations and the Second Lien Obligations. "Subordinate Obligations Fund" means the Fund by that name established pursuant to Section 5.02 of the Indenture. "Subordinate Obligations Reserve Fund" means the Fund by that name established pursuant to Section 5.02 of the Indenture. ["Subsidy Payments" means, (a) with respect to a Series of Obligations issued under Section 54AA of the Code, the amounts relating to such Series of Obligations which are payable by the Federal government under Section 6431 of the Code, which the Borrower has elected to receive under Section 54AA(g)(1) of the Code, and (b) with respect to a Series of Obligations issued under any other provision of the Code that creates a substantially similar direct -pay subsidy program, the amounts relating to such Series of Obligations which are payable by the Federal government under the applicable provision of the Code which the Borrower has elected to receive under the applicable provisions of the Code.] "Substantial Completion" means the opening of the Project in its entirety to vehicular traffic. 1455925.01-WASSROIA - MSW 26 412 "Substantial Completion Date" means the date on which Substantial Completion occurs. "Supplemental Indenture" means any indenture executed and delivered by the Borrower and the Trustee in accordance with the Indenture that is stated to be a supplemental indenture thereto. "Surplus Fund" means the Fund by that name established pursuant to Section 5.02 of the Indenture. "TIFIA" has the meaning provided in the recitals hereto. "TIFIA Bond" means the Bond delivered by the Borrower in substantially the form of Exhibit A. "TIFIA Debt Service" means with respect to any Semi -Annual Payment Date occurring on or after the Debt Service Payment Commencement Date, the sum of (a) the principal portion of the Outstanding TIFIA Loan Balance and any interest payable thereon (including interest accruing after the date of any filing by the Borrower of any petition in bankruptcy or the commencement of any bankruptcy, insolvency or similar proceeding with respect to the Borrower) and (b) the TIFIA Scheduled Debt Service, in each case (x) as set forth on Exhibit G- 1, and (y) due and payable on such Semi -Annual Payment Date in accordance with the provisions of Section 9(c) (Payment of TIFIA Debt Service). "TIFIA Debt Service Reserve Account" means the Account by such name established within the Senior Lien Debt Service Reserve Fund pursuant to Section 5.02(a) of the Indenture. "TIFIA Debt Service Reserve Account Required Amount" means an amount equal to [$18,000,000] . "TIFIA Interest Rate" has the meaning provided in Section 6 (Interest Rate). "TIFIA Lender" has the meaning provided in the preamble hereto. "TIFIA Lender's Authorized Representative" means the Executive Director and any other Person who shall be designated as such pursuant to Section 27 (TIFIA Lender's Authorized Representative). "TIFIA Loan" means the secured loan made by the TIFIA Lender to the Borrower on the terms and conditions set forth herein, pursuant to the Act, in a principal amount not to exceed $[152,000,000] (excluding capitalized interest), to be used in respect of Eligible Project Costs paid or incurred by or on behalf of the Borrower. "TIFIA Loan Documents" means this Agreement, the TIFIA Bond, the TIFIA Supplemental Indenture, and the other Indenture Documents. "TIFIA Loan Prepayment Account" means the Account by that name established within the Senior Lien Obligations Fund pursuant to Section 5.02 of the Indenture. 1455925.01-WASSROIA - MSW 27 413 "TIFIA Mandatory Debt Service" means with respect to any Semi -Annual Payment Date occurring on or after the Debt Service Payment Commencement Date, the principal portion of the Outstanding TIFIA Loan Balance and any interest payable thereon (including interest accruing after the date of any filing by the Borrower of any petition in bankruptcy or the commencement of any bankruptcy, insolvency or similar proceeding with respect to the Borrower), in each case, (i) designated as "TIFIA Mandatory Debt Service" on Exhibit G-1 and (ii) due and payable on such Semi -Annual Payment Date in accordance with the provisions of Section 9(c) (Payment of TIFIA Debt Service), and which shall be unconditionally required to be paid on such Semi -Annual Payment Date. "TIFIA Scheduled Debt Service" means, with respect to any Semi -Annual Payment Date occurring on or after the Debt Service Payment Commencement Date, the principal portion of the Outstanding TIFIA Loan Balance and any interest payable thereon (including interest accruing after the date of any filing by the Borrower of any petition in bankruptcy or the commencement of any bankruptcy, insolvency or similar proceeding with respect to the Borrower), in each case, (a) designated as "TIFIA Scheduled Debt Service" on Exhibit G-1 and (b) scheduled to be paid on such Semi -Annual Payment Date in accordance with the provisions of Section 9(d) (Payment of TIFIA Scheduled Debt Service), but which shall be required to be paid on such Semi -Annual Payment Date only upon satisfaction of the condition specified in the proviso to the first sentence of such Section 9(d). "TIFIA Scheduled Prepayment Amount" means for each Semi -Annual Payment Date, the amount set forth in Exhibit G-2 and due and payable in accordance with the provisions of Section 9(e) (Payment of TIFIA Scheduled Prepayment Amount). "TIFIA Supplemental Indenture" means that certain First Supplemental Indenture, dated as of July 1, 2017, between the Borrower and the Trustee, relating to the Riverside County Transportation Commission Toll Revenue Bonds, 2017 TIFIA Series. "Toll Facility Agreement" means that certain Toll Facility Agreement, dated as of September 29, 2016, by and between the Borrower and Caltrans relating to the Borrower's leasehold rights to Caltrans I-15 right-of-way in Riverside County and Caltrans' role in oversight of the Project, and any amendments or supplements thereto permitted thereby and hereby. "Toll Services Provider" means Kapsch Traffic Com Transportation NA Inc. or any successor, as operator of the Project responsible for the collection of tolls and fees and the establishment and maintenance of customer accounts and records, pursuant to the Operating Agreement. "Toll Revenue Fund" means the Fund by that name established pursuant to Section 5.01 of the Indenture. "Toll Revenues" means (a) toll revenues, user fees, fines, rents or other similar charges payable for use of the Project, as well as fines and penalties and interest thereon collected as a result of a failure to pay any such amounts, (b) proceeds of insurance payable to or received by the Borrower with respect to the Project (whether by way of claims, return of premiums, ex gratia settlements or otherwise), including proceeds from business interruption insurance and 1455925.01-WASSROIA - MSW 28 414 loss of advance profits insurance, but excluding proceeds of fire and other casualty insurance, (c) proceeds of any condemnation awards with respect to the Project, except to the extent deposited to the Insurance and Condemnation Proceeds Account of the Project Fund and actually applied or reserved for application to the replacement of the Project, (d) liquidated damages for delayed completion of a Project paid to the Borrower under a construction contract relating to the Project or a portion thereof, including the Design -Build Contract, (e) liquidated damages paid to the Borrower by the Toll Operator pursuant to the Operating Agreement, and (f) any other incidental or related fees or charges; but excluding therefrom cash advances representing deposits against future toll payments from users or potential users of the Project. "Total Debt Service Coverage Ratio" means, for any Calculation Period, the ratio of (a) Net Revenue for such Calculation Period to (b) aggregate Annual Debt Service with respect to all Obligations for such Calculation Period. "Total Loan Life Coverage Ratio" means, as of each applicable Calculation Date, the ratio of (a) the present value of all projected Net Revenue for each Calculation Date from and including the Calculation Period ending on such Calculation Date to the Final Maturity Date, in each case discounted at the Weighted Average Interest Cost, using the Revised Financial Model most recently approved by the TIFIA Lender, adjusted to take into account actual results and updated revenue and traffic projections provided by the Traffic Consultant and approved by the TIFIA Lender; to (b) the aggregate outstanding principal amount of all Obligations on such Calculation Date taking into account any additional Obligations that the Borrower has proposed to issue. "Total Project Costs" means (a) the costs paid or incurred or to be paid or incurred by the Borrower in connection with or incidental to the acquisition, design, construction and equipping of the Project, including legal, administrative, engineering, planning, design, insurance, and costs of issuance; (b) amounts, if any, required by the Indenture Documents or the TIFIA Loan Documents to be paid into any fund or account upon the incurrence of the TIFIA Loan or any Additional Pari Passu Obligations; (c) payments when due (whether at the maturity of principal, the due date of interest, or upon optional or mandatory prepayment) during the Construction Period in respect of any indebtedness of the Borrower or any Credit Facility maintained by the Borrower, in each case in connection with the Project (other than the TIFIA Loan); and (d) costs of equipment and supplies and initial working capital and reserves required by the Borrower for the commencement of operation of the Project, including general administrative expenses and overhead of the Borrower. "Traffic and Revenue Study" means the Final Traffic and Revenue Study for the Project, dated [ ], 2017 prepared by the Traffic Consultant, and any amendments, supplements or updates thereto. "Traffic Consultant" means Stantec Consulting, and any replacement traffic consultant firm selected by the Borrower and not objected to by the TIFIA Lender within fifteen (15) Business Days after receiving notice from the Borrower of the name of the proposed traffic consultant, together with supporting information regarding the qualifications of the proposed traffic consultant. 1455925.01-WASSROIA - MSW 29 415 "True Interest Cost" means the rate necessary to discount the cumulative amounts payable on the respective Payment Dates in respect of Annual Debt Service for the applicable Obligations to the original purchase price of such Obligations (taking into account discounts, premiums and transaction costs) on the basis of semi-annual compounding of interest. "Trust Estate" has the meaning provided in the Indenture. "Trustee" means U.S. Bank National Association. "Uncontrollable Force" means any cause beyond the control of the Borrower, including: (a) a hurricane, tornado, flood or similar occurrence, landslide, earthquake, fire or other casualty, strike or labor disturbance, freight embargo, act of a public enemy, explosion, war, blockade, terrorist act, insurrection, riot, general arrest or restraint of government and people, civil disturbance or similar occurrence, sabotage, or act of God (provided that the Borrower shall not be required to settle any strike or labor disturbance in which it may be involved) or (b) the order or judgment of any federal, state or local court, administrative agency or governmental officer or body, if it is not also the result of willful or negligent action or a lack of reasonable diligence of the Borrower and the Borrower does not control the administrative agency or governmental officer or body; provided that the diligent contest in good faith of any such order or judgment shall not constitute or be construed as a willful or negligent action or a lack of reasonable diligence of the Borrower. "Uniform Commercial Code" or "UCC" means the Uniform Commercial Code, as in effect from time to time in the State. "USDOT" means the United States Department of Transportation. "Valuation Date" means (a) with respect to any Capital Appreciation Obligations, the date or dates set forth in the Supplemental Indenture authorizing such Capital Appreciation Obligations on which specific Accreted Values are assigned to the Capital Appreciation Obligations and (b) with respect to any Deferred Income Bonds, the date or dates on or prior to the Interest Commencement Date set forth in the Supplemental Indenture authorizing such Deferred Income Bonds on which specific Appreciated Values are assigned to the Deferred Income Bonds. "Variable Interest Rate" means a variable interest rate to be borne by any Obligations. The method of computing such variable interest rate shall be specified in the Supplemental Indenture pursuant to which such Obligations are incurred. Such Supplemental Indenture shall also specify either (a) the particular period or periods of time for which each value of such variable interest rate shall remain in effect, or (b) the time or times upon which any change in such variable interest rate shall become effective. "Variable Interest Rate Bonds" means Obligations, that bear a Variable Interest Rate, but does not include any Obligations for which the interest rate has been fixed during the remainder of the term thereof to maturity; provided, however, that Obligations bearing a Variable Interest Rate shall not be deemed Variable Interest Rate Bonds if the Borrower has entered into a Qualified Hedge with respect to such Obligations during the period for which such Qualified Hedge is in effect; provided, further, that Obligations bearing a fixed rate of interest 1455925.01-WASSROIA - MSW 30 416 shall be deemed Variable Interest Rate Bonds to the extent that the Borrower has entered into a Qualified Hedge pursuant to which the Borrower is obligated to pay a floating rate of interest and receives a fixed rate of interest and shall be deemed to bear interest at the lesser of the rate determined pursuant to clause (a) of the definition of the term Annual Debt Service or the maximum interest rate, if any, payable pursuant to such Qualified Hedge. "Variable Interest Rate Obligations" means any Obligations that accrue interest at a Variable Interest Rate. "Weighted Average Interest Cost" means, for each Semi -Annual Payment Date, a rate calculated as follows: the sum of (a) the applicable True Interest Cost(s) for any Additional Pari Passu Obligations multiplied by the ratio of (i) the current Additional Pari Passu Obligations principal amount then outstanding to (ii) the aggregate of the Outstanding TIFIA Loan Balance and the principal of any Additional Pari Passu Obligations, Second Lien Obligations and Subordinate Obligations outstanding as of such Semi -Annual Payment Date; (b) the interest rate on the TIFIA Loan multiplied by the ratio of (i) the current Outstanding TIFIA Loan Balance to (ii) the aggregate of the Outstanding TIFIA Loan Balance and the principal of any Additional Pari Passu Obligations, Second Lien Obligations and Subordinate Obligations outstanding as of such Semi -Annual Payment Date; (c) the applicable True Interest Cost(s) for any Second Lien Obligations multiplied by the ratio of (i) the current Second Lien Obligations principal amount then outstanding to (ii) the aggregate of the Outstanding TIFIA Loan Balance and the principal of any Additional Pari Passu Obligations, Second Lien Obligations and Subordinate Obligations outstanding as of such Semi -Annual Payment Date; and (d) the applicable True Interest Cost(s) for Subordinate Obligations multiplied by the ratio of (i) the current Subordinate Obligations principal amount then outstanding to (ii) the aggregate of the Outstanding TIFIA Loan Balance and the principal of any Additional Pari Passu Obligations, Second Lien Obligations and Subordinate Obligations outstanding as of such Semi -Annual Payment Date. Section 2. Interpretation. Unless the context shall otherwise require, the words "hereto", "herein", "hereof', and other words of similar import refer to this Agreement as a whole. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders and vice versa. Words importing the singular number shall include the plural number and vice versa unless the context shall otherwise require. The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation." Whenever the Borrower's knowledge is implicated in this Agreement or the phrase "to the Borrower's knowledge" or a similar phrase is used in this Agreement, the Borrower's knowledge or such phrase(s) shall be interpreted to mean to the best of the Borrower's knowledge after reasonable and diligent inquiry and investigation. Unless the context shall otherwise require, references to any Person shall be deemed to include such Person's successors and permitted assigns. Unless the context shall otherwise require, references to preambles, recitals, sections, subsections, clauses, schedules, exhibits, appendices and provisions are to the applicable preambles, recitals, sections, subsections, clauses, schedules, exhibits, appendices and provisions of this Agreement. The schedules and exhibits to this Agreement, and the appendices and schedules to such exhibits, are hereby incorporated by reference and made an integral part of this Agreement. The headings or titles of this Agreement and its sections, schedules or exhibits, as well as any table of contents, are for convenience of reference only and shall not define or limit its provisions. Unless the context shall otherwise 1455925.01-WASSROIA - MSW 31 417 require, all references to any resolution, contract, agreement, lease or other document shall be deemed to include any amendments or supplements to, or modifications or restatements or replacements of, such documents that are approved from time -to -time in accordance with the terms thereof and hereof. Every request, order, demand, application, appointment, notice, statement, certificate, consent or similar communication or action hereunder by any party shall, unless otherwise specifically provided, be delivered in writing in accordance with Section 37 (Notices; Payment Instructions) and signed by a duly authorized representative of such party. Section 3. TIFIA Loan Amount. The principal amount of the TIFIA Loan shall not exceed $[152,000,000]. TIFIA Loan proceeds shall be disbursed from time -to -time in accordance with Section 4 (Disbursement Conditions) and Section 13(b) (Conditions Precedent to All Disbursements). Section 4. Disbursement Conditions. (a) TIFIA Loan proceeds shall be disbursed solely in respect of Eligible Project Costs paid or incurred by or on behalf of the Borrower in connection with the Project. If the Borrower intends to utilize the TIFIA Loan proceeds to make progress payments for the Project construction work performed under the Construction Agreements, the Borrower shall demonstrate to the satisfaction of the TIFIA Lender that such progress payments are commensurate with the value of the work that has been completed. Each disbursement of the TIFIA Loan shall be made pursuant to a requisition and certification (a "Requisition") in the form set forth in Appendix One to Exhibit D, along with all documentation and other information required thereby, submitted by the Borrower to, and approved by, the TIFIA Lender, all in accordance with the procedures of Exhibit D and subject to the requirements of this Section 4 (Disbursement Conditions) and the conditions set forth in Section 13(b) (Conditions Precedent to All Disbursements); provided, however, that no disbursements of TIFIA Loan proceeds shall be made on or after the date that is one (1) year after the Substantial Completion Date. (b) The Borrower shall deliver copies of each Requisition to the TIFIA Lender the Servicer (if any) and the FHWA Division Office on or before the fifteenth (15th) Business Day of each month for which a disbursement is requested. If the TIFIA Lender shall expressly approve a Requisition or shall not expressly deny a Requisition, disbursements of funds shall be made on the first (1st) day of the month for which a disbursement has been requested, or on the next succeeding Business Day if such first (1st) day is not a Business Day. Express TIFIA Lender approval or denial shall be substantially in the form annexed hereto as Appendix Three to Exhibit D. In no event shall disbursements be made more than once each month. At the time of any disbursement, the sum of all prior disbursements of TIFIA Loan proceeds and the disbursement then to be made shall not exceed the cumulative disbursements through the end of the then -current calendar year set forth in the Anticipated TIFIA Loan Disbursement Schedule, as the same may be amended from time to time in accordance with the terms of this Agreement. Any scheduled disbursement (as reflected in the Anticipated TIFIA Loan Disbursement Schedule) that remains undrawn at the end of any year shall be available for disbursement in subsequent years, subject to Section 4(a) (Disbursement Conditions) above. 1455925.01-WASSROIA - MSW 32 418 (c) The Borrower may amend the Anticipated TIFIA Loan Disbursement Schedule by submitting a revised version thereof to the TIFIA Lender no later than thirty (30) days prior to the proposed effective date of such amendment, together with a detailed explanation of the reasons for such revisions. Such revised Anticipated TIFIA Loan Disbursement Schedule shall become effective upon the TIFIA Lender's approval thereof, which approval shall be granted in the TIFIA Lender's sole discretion. Section 5. Term. The term of the TIFIA Loan shall extend from the Effective Date to the Final Maturity Date or to such earlier date as all amounts due or to become due to the TIFIA Lender hereunder have been irrevocably paid in full in cash. Section 6. Interest Rate. The interest rate with respect to the Outstanding TIFIA Loan Balance (the "TIFIA Interest Rate") shall be [] percent ([_]%) per annum. Interest will be computed on the Outstanding TIFIA Loan Balance (as well as on any past due interest) from time -to -time on the basis of a 365-day or 366-day year, as appropriate, for the actual number of days elapsed and will be compounded semi-annually; provided, however, in the event of a Payment Default, the Borrower shall pay interest on the Outstanding TIFIA Loan Balance from (and including) its due date to (but excluding) the date of actual payment at the Default Rate. Upon the occurrence of an Event of Default described in Section 20(a)(iii) (Development Default) or Section 20(a)(x) (Project Abandonment), the interest rate on the Outstanding TIFIA Loan Balance shall be the Default Rate and shall continue to bear interest at such rate until, (a) with respect to an Event of Default described in Section 20(a)(iii) (Development Default), such Development Default has been cured, or (b) with respect to an Event of Default described in Section 20(a)(x) (Project Abandonment), the Outstanding TIFIA Loan Balance has been irrevocably paid in full in cash. Section 7. Outstanding TIFIA Loan Balance; Revisions to Exhibit G-1 and Loan Amortization Schedule. (a) The Outstanding TIFIA Loan Balance will be (i) increased on each occasion on which the TIFIA Lender disburses loan proceeds hereunder, by the amount of such disbursement of loan proceeds; (ii) increased on each occasion on which interest on the TIFIA Loan is capitalized pursuant to the provisions of Section 9(b) (Capitalized Interest Period), by the amount of interest so capitalized; (iii) increased on each occasion on which the interest portion of any TIFIA Scheduled Debt Service is not paid by the Borrower on the applicable Semi -Annual Payment Date, by the amount of such unpaid interest, which shall be capitalized; and (iv) decreased upon each payment or prepayment of the Outstanding TIFIA Loan Balance, by the amount of principal so paid. The TIFIA Lender may in its discretion at any time and from time -to -time, or when so requested by the Borrower, advise the Borrower by written notice of the amount of the Outstanding TIFIA Loan Balance as of the date of such notice, and its determination of such amount in any such notice shall be deemed conclusive absent manifest error. (b) The TIFIA Lender is hereby authorized to modify the Loan Amortization Schedule included in Exhibit G-1 from time -to -time, in accordance with the principles set forth below in this clause (b), to reflect (i) any change to the Outstanding TIFIA Loan Balance, (ii) any change to the date and amount of any principal or interest due and payable or to become due 1455925.01-WASSROIA - MSW 33 419 and payable by the Borrower under this Agreement, and (iii) such other information as the TIFIA Lender may determine is necessary for administering the TIFIA Loan and this Agreement. Any calculations described above shall be rounded up to the nearest whole cent. Any partial prepayments of the Outstanding TIFIA Loan Balance pursuant to Section 10 (Prepayment) shall be applied in accordance with Section 10(c) (General Prepayment Instructions). Any adjustments or revisions to the Loan Amortization Schedule as a result of changes in the Outstanding TIFIA Loan Balance other than prepayments shall be applied to reduce future payments due on the TIFIA Bond on a pro rata basis, based on each principal payment as a remainder of the total remaining principal payments. Absent manifest error, the TIFIA Lender's determination of such matters as set forth on Exhibit G-1 shall be conclusive evidence thereof; provided, however, that neither the failure to make any such recordation nor any error in such recordation shall affect in any manner the Borrower's obligations hereunder or under any other TIFIA Loan Document. The TIFIA Lender shall provide the Borrower with a copy of Exhibit G-1 as revised, but no failure to provide or delay in providing the Borrower with such copy shall affect any of the obligations of the Borrower under this Agreement or the other TIFIA Loan Documents. Section 8. Security and Priority; Flow of Funds. (a) As security for the TIFIA Loan, the Borrower shall pledge, assign and grant, or shall cause to be pledged, assigned and granted, to the Trustee for the benefit of the TIFIA Lender, Liens on the Trust Estate in accordance with the provisions of the Indenture Documents. The TIFIA Loan shall be secured by a first priority security interest the Trust Estate and shall not be subordinate to any other Obligation issued under the Indenture or otherwise. (b) Except for Permitted Liens, the Trust Estate will be free and clear of any pledge, Lien, charge or encumbrance thereon or with respect thereto prior to, or of equal rank with, the pledge of the Borrower created under the Indenture Documents, and all organizational, regulatory or other necessary action on the part of the Borrower with respect to the foregoing has been duly and validly taken. (c) The Borrower shall not use Revenues to make any payments or satisfy any obligations other than in accordance with the provisions of this Section 8 (Security and Priority; Flow of Funds) and the Indenture Documents and shall not apply any portion of the Revenues in contravention of this Agreement or the Indenture Documents. (d) The Indenture provides that all Revenues shall, subject to Section [5.03(b)] thereof, be deposited in the Toll Revenue Fund and applied in the order of priority described in [Section 5.03(b) of the Indenture], a copy of which Section 5.03(b), as of the Effective Date, is attached as Schedule IV (all capitalized terms used in Schedule IV and not otherwise defined in this Agreement shall have the meanings ascribed in the Indenture). Section 9. Payment of Principal and Interest. (a) Payment Dates. The Borrower agrees to pay the principal of and interest on the TIFIA Loan by making payments in accordance with the provisions of this Agreement and the Indenture Documents on each Semi -Annual Payment Date, beginning on the Debt 1455925.01-WASSROIA - MSW 34 420 Service Payment Commencement Date, and on each other date on which payment thereof is required to be made hereunder (including the Final Maturity Date and any date on which payment is due by reason of the acceleration of the maturity of the TIFIA Loan (to the extent provided in Section 20(d) (Events of Default and Remedies) or otherwise); provided that if any such date is not a Business Day, payment shall be made on the next Business Day following such date. Any payment of the TIFIA Bond shall be treated as a payment of the TIFIA Loan and any prepayment of principal of the TIFIA Loan shall be treated as redemption of the TIFIA Bond. (b) Capitalized Interest Period. No payment of the principal of or interest on the TIFIA Loan is required to be made during the Capitalized Interest Period. On each [June 1 ] and [December 1] occurring during the Capitalized Interest Period, interest accrued on the TIFIA Loan in the six (6) month period ending immediately prior to such date shall be capitalized and added to the Outstanding TIFIA Loan Balance. Within thirty (30) days after the end of the Capitalized Interest Period, the TIFIA Lender shall give written notice to the Borrower stating the Outstanding TIFIA Loan Balance as of the close of business on the last day of the Capitalized Interest Period, which statement thereof shall be deemed conclusive absent manifest error; provided, however, that no failure to give or delay in giving such notice shall affect any of the obligations of the Borrower hereunder or under any of the other TIFIA Loan Documents. (c) Payment of TIFIA Debt Service. On each Semi -Annual Payment Date occurring on or after the Debt Service Payment Commencement Date, the Borrower shall pay TIFIA Mandatory Debt Service in the amounts set forth in respect of such Semi -Annual Payment Date as TIFIA Mandatory Debt Service on Exhibit G-1, as the same may be revised as provided in Section 7 (Outstanding TIFIA Loan Balance; Revisions to Exhibit G-1 and Loan Amortization Schedule), which payments shall be made in accordance with Section [9(g)] (Manner of Payment). (d) Payment of TIFIA Scheduled Debt Service. On each applicable Semi - Annual Payment Date on and after the Debt Service Payment Commencement Date, the Borrower shall pay the portion of accrued interest on the TIFIA Loan reflected as TIFIA Scheduled Debt Service in respect of such Semi -Annual Payment Date on Exhibit G-1, as the same may be revised as provided in Section 7 (Outstanding TIFIA Loan Balance; Revisions to Exhibit G-1 and Loan Amortization Schedule), which payments shall be made in accordance with Section 9(g) (Manner of Payment); provided, that the Borrower's obligation to pay TIFIA Scheduled Debt Service on any Semi -Annual Payment Date shall be applicable only if and to the extent that funds shall be available therefor on such date in accordance with the provisions of Section 5.03(b) of the Indenture (as reflected in Schedule IV) on such Semi -Annual Payment Date. To the extent that the aggregate amount of TIFIA Scheduled Debt Service actually paid with respect to any Payment Period for the TIFIA Loan in accordance with the provisions hereof shall be less than the aggregate amount of the TIFIA Scheduled Debt Service for such Payment Period determined as provided above, then such unpaid TIFIA Scheduled Debt Service shall be (A) capitalized as described in clause (iii) of Section 7(a) (Outstanding TIFIA Loan Balance) and (B) added to the amount of TIFIA [Scheduled] Debt Service due and payable on the next Semi - Annual Payment Date. Without limiting any obligation under Section 9(c) (TIFIA Debt Service), on any Semi -Annual Payment Date as of which previously due TIFIA Scheduled Debt Service remains unpaid, the total amount due and payable in respect of TIFIA Scheduled Debt Service on that Semi -Annual Payment Date (but only if and solely to the extent that Revenues are available 1455925.01-WASSROIA - MSW 35 421 on such date after making the deposits required in clauses First through and including [Fifthl of Section 5.03(b) of the Indenture (as reflected in Schedule IV)) shall be equal to the amount necessary to reduce the Outstanding TIFIA Loan Balance as of such Semi -Annual Payment Date to the amount that would be the Outstanding TIFIA Loan Balance if the Borrower made all TIFIA Scheduled Debt Service payments in full from the Debt Service Payment Commencement Date through such Semi -Annual Payment Date. Notwithstanding anything to the contrary herein, upon the occurrence of a Bankruptcy Related Event with respect to the Borrower, all TIFIA Debt Service shall be treated as TIFIA Mandatory Debt Service for all purposes under the TIFIA Loan Documents and Indenture Documents. (e) Payment of TIFIA Scheduled Prepayment Amount. Commencing on the [twentieth (20t)] Semi -Annual Payment Date after the Substantial Completion Date and on each Semi -Annual Payment Date thereafter, the Borrower shall pay the TIFIA Scheduled Prepayment Amount with respect to each Payment Period from the [TIFIA Loan Prepayment Account] in the amount set forth on Exhibit G2 hereto; provided, however, that the Borrower's obligation to pay the TIFIA Scheduled Prepayment Amount on any Semi -Annual Payment Date shall be applicable only if and solely to the extent that Revenues are available in the Toll Revenue Fund on such date after making the deposits required in clauses First through and including Fifth of Section 5.03(b) of the Indenture (as reflected in Schedule IV) on such Semi -Annual Payment Date. To the extent that the aggregate TIFIA Scheduled Prepayment Amount actually paid on any Semi -Annual Payment Date in accordance with the provisions hereof is less than the aggregate TIFIA Scheduled Prepayment Amount designated for such Semi -Annual Payment Date on Exhibit G2, then the unpaid portion of such TIFIA Scheduled Prepayment Amount shall be added to the TIFIA Scheduled Prepayment Amount due on the immediately succeeding Semi -Annual Payment Date. Following any such deferral, the TIFIA Lender may, but shall not be obligated to, make applicable revisions to Exhibit G2 on each such Semi -Annual Payment Date to take into account such deferral and any adjustment for TIFIA Scheduled Prepayment Amounts. (0 Accrual of Amounts on Interim Payment Dates. (i) If any Additional Pari Passu Obligations, Second Lien Obligations or Subordinate Obligations require the payment of principal or interest on any Interim Payment Date after the Debt Service Payment Commencement Date, the Borrower shall promptly notify the Servicer (if any) and the TIFIA Lender thereof in writing, identifying the period covered by such Interim Payment Period and the Interim Payment Date. (ii) On any such Interim Payment Date during the period on and after the Debt Service Payment Commencement Date, the Borrower shall transfer or otherwise deposit, or cause to be transferred or otherwise deposited, into the TIFIA Debt Service Account an amount equal to the amount of TIFIA Debt Service due and payable on the next succeeding Semi -Annual Payment Date (as shown on Exhibit Gl, as the same may be revised as provided in Section 7 (Outstanding TIFIA Loan Balance; Revisions to Exhibit G-1 and Loan Amortization Schedule)) multiplied by a fraction, the numerator of which is equal to the number of months contained in the Interim Payment Period ending on such Interim Payment Date and the denominator of which is equal to six (6). 1455925.01-WASSROIA - MSW 36 422 (iii) If an Interim Payment Date is other than the first Business Day of a calendar month, the method for calculating any amount required to be transferred or deposited into the TIFIA Debt Service Account pursuant to this Section [9(f)] (Accrual of Amounts on Interim Payment Dates) shall be determined at such time by the parties hereto. (g) Manner of Payment. Payments under this Agreement and the TIFIA Bond shall be made by wire transfer on or before each Semi -Annual Payment Date in immediately available funds in accordance with payment instructions provided by the TIFIA Lender pursuant to Section 37 (Notices; Payment Instructions), as modified in writing from time -to -time by the TIFIA Lender. The Borrower may make any such payment or portion thereof (or direct the Trustee to make such payment) with funds then on deposit in the TIFIA Debt Service Account. (h) Final Maturity Date. Notwithstanding anything herein to the contrary, the Outstanding TIFIA Loan Balance and any accrued interest thereon shall be due and payable in full on the Final Maturity Date (or on any earlier date on which the maturity of the TIFIA Loan shall be accelerated pursuant to the provisions of Section 20 (Events of Default and Remedies)). (0 TIFIA Bond; Adjustments to Loan Amortization Schedule. As evidence of the Borrower's obligation to repay the TIFIA Loan, the Borrower shall issue and deliver to the TIFIA Lender, on or prior to the Effective Date, the TIFIA Bond substantially in the form of Exhibit A, having a maximum principal amount (excluding capitalized interest) of $[152,000,000] (subject to increase or decrease as herein provided) and bearing interest at the rate set forth in Section 6 (Interest Rate). Section 10. Prepayment. (a) Mandatory Prepayments. The Borrower shall prepay the TIFIA Loan in whole or in part, without penalty or premium: (0 on each Semi -Annual Payment Date occurring on or after the Debt Service Payment Commencement Date and provided the Blocked Payment Conditions have been met, an amount equal to fifty percent (50%) of all amounts then on deposit in the [Holding Fund]; (ii) following the determination thereof in accordance with the Indenture, in the amount of any Net Loss Proceeds; (iii) upon any voluntary prepayment of Obligations other than the TIFIA Loan, on a pro rata basis (based on relative outstanding principal) with such voluntary prepayment, provided that Borrower shall have no obligation to prepay the TIFIA Loan in connection with (A) a payment by the Borrower of Hedging Termination Obligations and (B) a repayment by the Borrower of a Commission Loan, to the extent such repayment is made from amounts withdrawn from the Residual Fund after satisfaction of the Blocked Payment Conditions; and (iv) from and after the first Semi -Annual Payment Date as of which the Borrower shall have failed to be in compliance with the Rate Coverage Test for a period 1455925.01-WASSROIA - MSW 37 423 of at least eighteen (18) consecutive months after the Substantial Completion Date, on a monthly basis in an amount equal to a pro rata portion (based on the relative outstanding principal amounts of the TIFIA Loan and any Additional Pari Passu Obligations) of the lesser of (A) the total amount then on deposit in the Holding Fund (prior to any other transfers from the Holding Fund otherwise contemplated on such Semi -Annual Payment Date) and (B) the amount necessary to cause the Borrower to regain compliance with the Rate Coverage Test; provided, that to the extent the Borrower is not required to make a prepayment of the Additional Pari Passu Obligations in the circumstances described above, the full amount described above (and not a pro rata portion) shall be paid to the TIFIA Lender as a mandatory prepayment under this clause (iv). The Borrower shall provide written notice to the TIFIA Lender at least two (2) Business Days prior to the date on which it makes any mandatory prepayment; provided that the Borrower's failure to deliver such notice shall not diminish, impair or otherwise affect the Borrower's obligation to make any such mandatory prepayment as and when the circumstances requiring such mandatory prepayment have occurred. Each prepayment pursuant to this Section 10(a) (Mandatory Prepayments) shall be effected pursuant to Sections [] of the Indenture (as applicable) and accompanied by a certificate signed by the Borrower's Authorized Representative identifying the provision of this Agreement pursuant to which such prepayment is being made and containing a calculation in reasonable detail of the amount of such prepayment. (b) Optional Prepayments. The Borrower may prepay the TIFIA Loan in whole or in part (and, if in part, the amounts thereof to be prepaid shall be determined by the Borrower; provided, however, that such prepayments shall be in principal amounts of $1,000,000 or any integral multiple of $1.00 in excess thereof), at any time or from time -to -time, without penalty or premium, by paying to the TIFIA Lender such principal amount of the TIFIA Loan to be prepaid, together with the unpaid interest accrued on the amount of principal so prepaid to the date of such prepayment. Each prepayment of the TIFIA Loan shall be made on such date and in such principal amount as shall be specified by the Borrower in a written notice delivered to the TIFIA Lender. In the case of any optional prepayment, such written notice shall be delivered to the TIFIA Lender not less than ten (10) days or more than thirty (30) days prior to the date set for prepayment, unless otherwise agreed by the TIFIA Lender. At any time between delivery of such written notice and the applicable optional prepayment, the Borrower may, without penalty or premium, rescind its announced optional prepayment by further written notice to the TIFIA Lender. Anything in this Section 10(b) (Optional Prepayments) to the contrary notwithstanding, the failure by the Borrower to make any optional prepayment shall not constitute a breach or default under this Agreement. (c) General Prepayment Instructions. Upon the TIFIA Lender's receipt of confirmation that payment in full of the entire Outstanding TIFIA Loan Balance and any unpaid interest and fees with respect thereto has occurred as a result of a mandatory or optional prepayment, the TIFIA Lender shall surrender the TIFIA Bond to the Borrower or its representative at the principal office of the TIFIA Lender. If the Borrower prepays only part of the unpaid balance of principal of such TIFIA Bond, the TIFIA Lender may make a notation on Exhibit G-1 indicating the amount of principal of and interest on such TIFIA Bond then being prepaid. Absent manifest error, the TIFIA Lender's determination of such matters as set forth on Exhibit G-1 shall be conclusive evidence thereof; provided, however, that neither the failure to 1455925.01-WASSROIA - MSW 38 424 make any such recordation nor any error in such recordation shall affect in any manner the Borrower's obligations hereunder or under any other TIFIA Loan Document. All such partial prepayments of principal shall be applied to reduce future principal payments due on the TIFIA Bond on a pro rata basis. If said monies shall not have been so paid on the prepayment date, such principal amount of such TIFIA Bond shall continue to bear interest until payment thereof at the rate provided for in Section 6 (Interest Rate). Section 11. [Reserved]. Section 12. Compliance with Laws. The Borrower shall, and shall require its contractors and subcontractors at all tiers for the Project to, comply in all material respects with all applicable federal and state laws. The list of federal laws attached as Exhibit E is illustrative of the type of requirements generally applicable to transportation projects and is not intended to be exhaustive. The FHWA Division Office has oversight responsibility for the Project, including ensuring compliance in all material respects with all applicable provisions of federal law. [Pursuant to the FHWA Oversight Agreement, Caltrans may be responsible for certain Project oversight activities. The Borrower acknowledges receipt of the FHWA Oversight Agreement and hereby agrees to cooperate with Caltrans and the FHWA Division Office in carrying out their duties under the FHWA Oversight Agreement.] The Borrower acknowledges and agrees that any costs incurred in connection with the Project prior to receipt of all necessary authorizations from the USDOT in respect of such costs (which may include approvals of prior - incurred costs) are incurred solely at the Borrower's risk and expense, will not constitute Eligible Project Costs, and no TIFIA Loan proceeds will be disbursed in respect thereof. Section 13. Conditions Precedent. (a) Conditions Precedent to Effectiveness. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not become effective until each of the following conditions precedent shall have been satisfied or waived in writing by the TIFIA Lender: (i) The Borrower shall have duly executed and delivered to the TIFIA Lender this Agreement and the =IA Bond, each in form and substance satisfactory to the TIFIA Lender. (ii) The Borrower shall have delivered to the TIFIA Lender certified, complete, and fully executed copies of each Indenture Document and each other TIFIA Loan Document and each such agreement shall be in full force and effect and in form and substance satisfactory to the TIFIA Lender, and all conditions contained in such documents to the closing of the transactions contemplated thereby shall have been fulfilled or effectively waived (provided that for purposes of this Section 13(a)(ii) (Conditions Precedent to Effectiveness), any such waiver shall be subject to the TIFIA Lender's consent in its sole discretion). (iii) Counsel to the Borrower shall have rendered to the TIFIA Lender legal opinions satisfactory to the TIFIA Lender in its sole discretion (including those opinions set forth on Exhibit H-1) and bond counsel to the Borrower shall have rendered 1455925.01-WASSROIA - MSW 39 425 to the TIFIA Lender legal opinions satisfactory to the TIFIA Lender in its sole discretion (including those opinions set forth on Exhibit H-2). (iv) The Borrower shall have provided a certificate from the Borrower's Authorized Representative as to the absence of debarment, suspension or voluntary exclusion from participation in Government contracts, procurement and non - procurement matters substantially in the form attached hereto as Exhibit C with respect to the Borrower and its principals (as defined in 2 C.F.R. § 180.995). (v) The Borrower shall have provided to the TIFIA Lender satisfactory evidence that the Project has been included in (A) the metropolitan transportation improvement program adopted by the Southern California Association of Governments, (B) the State transportation plan, and (C) the State transportation improvement program approved by the USDOT or its designated agency, in each case to the extent required by 23 U.S.C. §§ 134 and 135, and 23 U.S.C. § 602(a)(3), as applicable; and the financial plan for each such program or plan shall reflect the amount of the TIFIA Loan and all other federal funds to be used for the Project as sources of funding for the Project. (vi) The Borrower shall have provided evidence to the TIFIA Lender's satisfaction, no more than thirty (30), but no less than fourteen (14), days prior to the Effective Date, of the assignment by at least two (2) Nationally Recognized Rating Agencies of a public Investment Grade Rating to the TIFIA Loan and no such rating has been reduced, withdrawn or suspended as of the Effective Date. (vii) The Borrower shall have delivered to the TIFIA Lender a certificate from the Borrower's Authorized Representative in the form attached hereto as Exhibit K (A) as to the satisfaction of certain conditions precedent set forth in this Section 13(a) (Conditions Precedent to Effectiveness) as required by the TIFIA Lender, (B) designating the Borrower's Authorized Representative, and (C) confirming such person's position and incumbency. (viii) The Borrower shall have demonstrated to the TIFIA Lender's satisfaction that as of the Effective Date the aggregate of all committed sources of funds shown in the Base Case Financial Model and in the Project Budget to pay Total Project Costs have been fully and completely committed and allocated to the Borrower by the providers thereof and that such funds shall be sufficient to pay all Total Project Costs necessary to achieve Substantial Completion. (ix) The Borrower shall have delivered to the TIFIA Lender an original fully executed counterpart (or a certified copy) of the Traffic and Revenue Study in form and substance acceptable to the TIFIA Lender, accompanied by a letter from the preparer of such study, dated as of []3, and certifying that the assumptions and projections contained in the Traffic and Revenue Study are reasonable and may be relied upon by the TIFIA Lender. 3 Insert date that is not more than fifteen (15) Business Days prior to the Effective Date. 40 426 1455925.01-WASSROIA - MSW (x) The Borrower shall have provided to the TIFIA Lender certified, complete, and fully executed copies of each Principal Project Contract, together with any amendments, waivers or modifications thereto, in each case that has been entered into on or prior to the Effective Date and each such agreement shall be in full force and effect and in form and substance satisfactory to the TIFIA Lender. (xi) The Borrower shall have demonstrated to the TIFIA Lender's satisfaction that it has obtained all Governmental Approvals necessary to commence construction of the Project and that all such Governmental Approvals are final, non - appealable, and in full force and effect (and are not subject to any notice of violation, breach, or revocation). (xii) The Borrower shall have delivered to the TIFIA Lender a certified Base Case Financial Model on or prior to the Effective Date, which Base Case Financial Model shall (A) demonstrate that projected Revenues are sufficient to meet the Loan Amortization Schedule, (B) demonstrate a Senior Debt Service Coverage Ratio for each Calculation Period through the Final Maturity Date that is not less than [], (C) demonstrate a Total Debt Service Coverage Ratio for each Calculation Period through the Final Maturity Date that is not less than [], [(D) demonstrate a Total Loan Life Coverage Ratio for each Calculation Date through the Final Maturity Date that is not less than [],] (E) not reflect (1) the payment of any interest on any Additional Pari Passu Obligations, Second Lien Obligations or Subordinate Obligations before the Debt Service Payment Commencement Date, or (2) the commencement of amortization of the principal amount of any Additional Pari Passu Obligations, Second Lien Obligations or Subordinate Obligations before the commencement of the amortization of the principal amount of the TIFIA Loan, and (F) otherwise be in form and substance acceptable to the TIFIA Lender. (xiii) The Borrower shall have (A) provided evidence satisfactory to the TIFIA Lender that the Borrower is authorized, pursuant to [Streets and Highways Code Sections 149.7 and 149.8, including Chapter 421 of the California Statutes of 2008 (Assembly Bill 1954)], to pledge, assign, and grant the Liens on the Trust Estate purported to be pledged, assigned, and granted pursuant to the Indenture Documents, without the need for notice to any Person, physical delivery, recordation, filing or further act, (B) recorded or filed, or caused to be recorded or filed, for record in such manner and in such places as are required all documents and instruments, and taken or caused to be taken all other actions, as are necessary or desirable to establish and enforce the Trustee's Lien on the Trust Estate (for the benefit of the Secured Parties) to the extent contemplated by the Indenture Documents, and (C) paid, or caused to be paid, all taxes and filing fees that are due and payable in connection with the execution, delivery or recordation of any Indenture Documents or any instruments, certificates or financing statements in connection with the foregoing. (xiv) The Borrower shall have paid in full all invoices delivered by the TIFIA Lender to the Borrower as of the Effective Date for the reasonable fees and expenses of the TIFIA Lender's counsel and financial advisors and any auditors or other 1455925.01-WASSROIA - MSW 41 427 consultants employed by the TIFIA Lender for the purposes hereof (such reasonableness to be determined in accordance with Part 31 of the Federal Acquisition Regulation). (xv) The Borrower shall have (A) provided evidence satisfactory to the TIFIA Lender of compliance with NEPA, (B) provided evidence satisfactory to the TIFIA Lender of compliance with CEQA, and (C) complied with all applicable requirements of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. § 4601 et seq.) and Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq.) and shall have provided evidence satisfactory to the TIFIA Lender of such compliance upon request by the TIFIA Lender. (xvi) The TIFIA Lender shall have delivered its initial TIFIA Lender's Authorized Representative certificate. (xvii) The Borrower shall have (A) obtained a Federal Employer Identification Number, (B) obtained a Data Universal Numbering System number, and (C) registered with, and obtained confirmation of active registration status from, the federal System for Award Management (www.SAM.gov). (xviii) The Borrower shall have delivered to the TIFIA Lender certificates of insurance in respect of all insurance policies that the Borrower and each applicable Principal Project Party has obtained as of the Effective Date with respect to the Project and the Borrower, as applicable, and, at the TIFIA Lender's request, copies of such insurance policies. The Borrower shall have demonstrated to the TIFIA Lender's satisfaction that (1) each such policy meets the requirements of Section 16(f) (Insurance) and (2) each liability policy (other than workers' compensation insurance) reflects the TIFIA Lender as an additional insured. (xix) The Borrower shall have provided to the TIFIA Lender evidence that the Borrower is duly organized and validly existing under the laws of its jurisdiction of formation, with full power, authority and legal right to own its properties and carry on its business and governmental functions as now conducted, including the following documents, each certified by the Borrower's Authorized Representative: (A) a copy of its Organizational Documents, as in effect on the Effective Date (and certified by the Secretary of the State or the state of its formation, to the extent applicable), which Organizational Documents shall be in full force and effect and shall not have been amended since the date of the last amendment thereto shown on the certificate, (B) a copy of all resolutions authorizing the Borrower to execute and deliver, and to perform its respective obligations under, the TIFIA Loan Documents to which it is a party, and such resolutions have not been subsequently modified, rescinded or amended, are in full force and effect in the form adopted, and are the only resolutions adopted by the Borrower relating to the matters described therein, and (C) a copy of such further instruments and documents as are necessary, appropriate or advisable to effectuate the foregoing resolutions and to consummate and implement the transactions contemplated by such resolutions and the TIFIA Loan Documents. 1455925.01-WASSROIA - MSW 42 428 (xx) The Borrower shall have demonstrated to the TIFIA Lender's satisfaction that the issuance of the TIFIA Bond pursuant to the Indenture Documents and the issuance of the 2017 Sales Tax Revenue Bonds pursuant to the Sales Tax Revenue Bond Indenture are each conclusively valid and binding in compliance with Chapter 9 of Title 10 of Part 2 of the Code of Civil Procedure of the State of California, (Section 860 et seq.) and that no action has been taken thereunder by any interested party. (xxi) The Borrower shall have provided the TIFIA Lender records of the Eligible Project Costs incurred prior to the Effective Date, in form and substance satisfactory to the TIFIA Lender and in sufficient time prior to the Effective Date to permit the TIFIA Lender and the FHWA Division Office to review such costs. (xxii) The Borrower shall have provided to the TIFIA Lender certified, complete and fully executed copies of each performance security instrument delivered to or by the Borrower pursuant to any Principal Project Contract as of the Effective Date, each of which shall be (A) in compliance with the requirements for such performance security pursuant to the applicable Principal Project Contract, and (B) in full force and effect. (xxiii) The representations and warranties of the Borrower set forth in this Agreement (including Section 14 (Representations and Warranties of Borrower)) and in each other Related Document shall be true and correct, as of the Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case, such representations and warranties shall be true and correct as of such earlier date). (xxiv) The Borrower shall have provided the TIFIA Lender with evidence satisfactory to the TIFIA Lender that, as of the Effective Date (A) the maximum principal amount of the TIFIA Loan (excluding any interest that is capitalized in accordance with the terms hereof), together with the amount of any other credit assistance provided under the Act to the Borrower, does not exceed thirty-three percent (33%) of reasonably anticipated Eligible Project Costs and (B) as required pursuant to § 603(b)(9) of the Act, the total federal assistance provided to the Project, including the maximum principal amount of the TIFIA Loan (excluding any interest that is capitalized in accordance with the terms hereof), does not exceed eighty percent (80%) of Eligible Project Costs. (xxv) The Borrower shall have delivered to the TIFIA Lender a duly executed certificate from the Trustee in the form attached hereto as Exhibit J. (xxvi) The Borrower shall have provided a certificate from the Borrower's Authorized Representative as to the prohibition on the use of appropriated funds for lobbying substantially in the form attached hereto as Exhibit M in accordance with 49 C.F.R. §20.100(b). (xxvii) The Borrower shall have delivered such other agreements, documents, instruments, opinions and other items required by the TIFIA Lender, all in form and substance satisfactory to the TIFIA Lender, including evidence that all other 1455925.01-WASSROIA - MSW 43 429 Project funding requirements have been met (including evidence of other funding sources or funding commitments). (b) Conditions Precedent to All Disbursements. Notwithstanding anything in this Agreement to the contrary, the TIFIA Lender shall have no obligation to make any disbursement of loan proceeds to the Borrower (including the initial disbursement hereunder) until each of the following conditions precedent has been satisfied or waived in writing by the TIFIA Lender: (0 The Borrower shall have provided to the TIFIA Lender satisfactory evidence that the closing and issuance of the 2017 Sales Tax Revenue Bonds has occurred and the Borrower shall have delivered to the TIFIA Lender complete and fully executed copies of the Related Documents related to such 2017 Sales Tax Revenue Bonds, to the extent not previously delivered to the TIFIA Lender as of the Effective Date. (ii) With respect to any disbursement occurring sixty (60) days or more after the Effective Date, the Borrower shall have provided the Financial Plan, or the most recent update thereto, in each case in accordance with Section 22(a) (Financial Plan), which Financial Plan (or update thereto) reflects that no amortization of the principal amount of any Additional Pari Passu Obligations, any Second Lien Obligations, or any Subordinate Obligations commences before the Debt Service Payment Commencement Date. (iii) To the extent not previously delivered to the TIFIA Lender, the Borrower shall have delivered to the TIFIA Lender certified, complete and fully executed copies of any Indenture Documents entered into after the Effective Date. (iv) To the extent not previously delivered to the TIFIA Lender, the Borrower shall have provided certified copies of all Principal Project Contracts and all Additional Project Contracts requested by the TIFIA Lender pursuant to Section 16(b) (Copies of Documents) or Section 17(e) (Additional Project Contracts) (including, in each case, any amendment, modification or supplement thereto) entered into after the Effective Date. (v) The Borrower shall have demonstrated to the TIFIA Lender's satisfaction that all Governmental Approvals necessary as of the time of the applicable disbursement for the development, construction, operation and maintenance of the Project have been issued and are in full force and effect. (vi) Each of the insurance policies obtained by the Borrower and by any applicable Principal Project Party in satisfaction of the conditions in Section 13(a)(xviii) (Conditions Precedent to Effectiveness) is in full force and effect, and no notice of termination thereof has been issued by the applicable insurance provider. (vii) At the time of, and immediately after giving effect to, any disbursement of TIFIA Loan proceeds then currently requested, (A) no Event of Default hereunder or event of default under any other Related Document and (B) no event that, 1455925.01-WASSROIA - MSW 44 430 with the giving of notice or the passage of time or both, would constitute an Event of Default hereunder or event of default under any Related Document, in each case, shall have occurred and be continuing. (viii) To the extent necessary to make the corresponding representations and warranties true, correct and complete as of the date of any disbursement of loan proceeds hereunder, the Borrower shall have delivered an updated version of Schedule 14(u), in form and substance satisfactory to the TIFIA Lender in its sole discretion. (ix) The representations and warranties of the Borrower set forth in this Agreement (including Section 14 (Representations and Warranties of Borrower)) and in each other Related Document shall be true, correct, and complete as of each date on which any disbursement of the TIFIA Loan is made, except to the extent such representations and warranties expressly relate to an earlier date (in which case, such representations and warranties shall be true and correct as of such earlier date). (x) No Material Adverse Effect, or any event or condition that could reasonably be expected to result in a Material Adverse Effect, shall have occurred and be continuing since the date the Borrower submitted the Application to the TIFIA Lender. (xi) The Borrower shall have delivered to the TIFIA Lender a Requisition that complies with the provisions of Section 4 (Disbursement Conditions), and the TIFIA Lender shall have approved (or shall be deemed to have approved in accordance with Section 4(b) (Disbursement Conditions)) such Requisition. (xii) The Borrower shall have paid in full all invoices received from the TIFIA Lender as of the date of disbursement of the TIFIA Loan, for the reasonable fees and expenses of the TIFIA Lender's counsel and financial advisors and any auditors or other consultants employed by the TIFIA Lender for the purposes hereof (such reasonableness to be determined in accordance with Part 31 of the Federal Acquisition Regulation). (xiii) The Borrower shall have demonstrated to the TIFIA Lender's satisfaction that the funds described in the Financial Plan most recently approved by the TIFIA Lender as being available and committed to pay for Project costs will be sufficient to complete the Project and no facts or circumstances have arisen that would reasonably be likely to cause such amounts reflected in such Financial Plan not to be available as and when needed to pay such costs. (xiv) To the extent not previously delivered to the TIFIA Lender, the Borrower shall have provided to the TIFIA Lender certified, complete and fully executed copies of each performance security instrument delivered to or by the Borrower pursuant to any Principal Project Contract as of the date of disbursement of the TIFIA Loan, each of which performance security instruments shall be (A) in compliance with the requirements for such performance security pursuant to the applicable Principal Project Contract, and (B) in full force and effect. 1455925.01-WASSROIA - MSW 45 431 Section 14. Representations and Warranties of Borrower. The Borrower hereby makes the following representations and warranties as of the Effective Date and, as to each of the representations and warranties below other than those contained in Section 14(b) (Officer's Authorization) and Section 14(1) (Credit Ratings), as of each date on which any disbursement of the TIFIA Loan is requested or made: (a) Organization; Power and Authority. The Borrower is a county transportation commission duly organized, validly existing and in good standing under the laws of the State, has full legal right, power and authority to enter into the Related Documents then in existence, to execute and deliver the TIFIA Bond, and to carry out and consummate all transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of the Related Documents. (b) Officers' Authorization. As of the Effective Date, the officers of the Borrower executing (or that previously executed) the Related Documents, and any certifications or instruments related thereto, to which the Borrower is a party are (or were at the time of such execution) duly and properly in office and fully authorized to execute the same. (c) Due Execution; Enforceability. Each of the Related Documents in effect as of any date on which this representation and warranty is made, and to which the Borrower is a party, has been duly authorized, executed and delivered by the Borrower and constitutes the legal, valid and binding agreement of the Borrower enforceable in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally, and (ii) is subject to general principles of equity (regardless of whether enforceability is considered in equity or at law). (d) Non -Contravention. The execution and delivery of the Related Documents to which the Borrower is a party, the consummation of the transactions contemplated in the Related Documents and the fulfillment of or compliance with the terms and conditions of the Related Documents will not (i) conflict with the Borrower's Organizational Documents, (ii) conflict in any material respect with, or constitute a violation, breach or default (whether immediately or after notice or the passage of time or both) by the Borrower of or under, any applicable law, administrative rule or regulation, any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, loan agreement, lease, contract or other agreement or instrument to which the Borrower is a party or by which it or its properties or assets are otherwise subject or bound, or (iii) result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Borrower other than Permitted Liens. (e) Consents and Approvals. No consent or approval of any trustee, holder of any indebtedness of the Borrower or any other Person, and no consent, permission, authorization, order or license of, or filing or registration with, any Governmental Authority is necessary in connection with (i) the execution and delivery by the Borrower of the Related Documents, except as have been obtained or made and as are in full force and effect, or (ii) (A) the consummation of any transaction contemplated by the Related Documents or (B) the fulfillment of or compliance by the Borrower with the terms and conditions of the Related Documents, 1455925.01-WASSROIA - MSW 46 432 except as have been obtained or made and as are in full force and effect or as are ministerial in nature and can reasonably be expected to be obtained or made in the ordinary course on commercially reasonable terms and conditions when needed. (0 Litigation. As of the Effective Date, there is no action, suit, proceeding or, to the knowledge of the Borrower, any inquiry or investigation, in any case before or by any court or other Governmental Authority pending or, to the knowledge of the Borrower, threatened against or affecting the Project or the ability of the Borrower to execute, deliver and perform its obligations under the Related Documents. As of the Effective Date and as of each other date on which the representations and warranties herein are made or confirmed, there is no action, suit, proceeding or, to the knowledge of the Borrower, any inquiry or investigation before or by any court or other Governmental Authority pending, or to the knowledge of the Borrower, threatened against or affecting the Project, the Borrower or the assets, properties or operations of the Borrower, that in any case could reasonably be expected to result in a Material Adverse Effect. To the Borrower's knowledge, there are no actions of the type described above pending, threatened against, or affecting any of the Principal Project Parties except for matters arising after the Effective Date that could not reasonably be expected to (i) result in a Material Adverse Effect or (ii) adversely affect the Borrower's ability to receive Revenues in amounts sufficient to meet the financial projections contained in the Base Case Financial Model (or any Revised Financial Model, to the extent any Revised Financial Model has been approved by the TIFIA Lender). The Borrower is not in default (and no event has occurred and is continuing that, with the giving of notice or the passage of time or both, could constitute a default) with respect to any Governmental Approval, which default could reasonably be expected to result in a Material Adverse Effect. (g) Security Interests. The Indenture Documents and Streets and Highways Code Sections 149.7 and 149.8, including Chapter 421 of the California Statutes of 2008 (Assembly Bill 1954) establish, in favor of the Trustee for the benefit of the TIFIA Lender, the valid and binding Liens on the Trust Estate that they purport to create, irrespective of whether any Person has notice of the pledge and without the need for any physical delivery, recordation, filing, or further act. Such Liens are in full force and effect and are not subordinate or junior to any other Liens in respect of the Trust Estate. As of the Effective Date, the priority of the TIFIA Loan with respect to the Trust Estate is not pari passu with any Obligations and, as of any date after the Effective Date, is not pari passu with any Obligations other than Additional Pari Passu Obligations that have been issued prior to such date in accordance with the requirements of this Agreement and the Indenture Documents. The Borrower has duly and lawfully taken all actions required under this Agreement, the Indenture Documents, and applicable laws for the pledge of the Trust Estate pursuant to and in accordance with the Indenture Documents. The Borrower is not in breach of any covenants set forth in Section 16(a) (Securing Liens) or in the Indenture Documents with respect to the matters described in such section or documents. As of the Effective Date and as of each other date this representation and warranty is made, (i) all documents and instruments have been recorded or filed for record in such manner and in such places as are required and all other action as is necessary or desirable has been taken to establish a legal, valid, binding, and enforceable Lien on the Trust Estate in favor of the Trustee (for the benefit of the Secured Parties) to the extent contemplated by the Indenture Documents, and (ii) all taxes and filing fees that are due and payable in connection with the execution, delivery or recordation of any Indenture Documents or any instruments, certificates or financing statements 1455925.01-WASSROIA - MSW 47 433 in connection with the foregoing, have been paid. Neither the attachment, perfection, validity, enforceability or priority of the security interest in the Trust Estate granted pursuant to the Indenture Documents is governed by Article 9 of the UCC. (h) No Debarment. The Borrower has fully complied with its verification obligations under 2 C.F.R. § 180.320 and confirms, based on such verification, that, to its knowledge, neither the Borrower nor any of its principals (as defined in 2 C.F.R. § 180.995) is debarred, suspended or voluntarily excluded from participation in Government contracts, procurement or non -procurement matters or delinquent on a Government debt as more fully set forth in the certificate delivered pursuant to Section 13(a)(iv) (Conditions Precedent to Effectiveness). (i) Accuracy of Representations and Warranties. The representations, warranties and certifications of the Borrower set forth in this Agreement and the other Related Documents are true, correct, and complete, except to the extent such representations and warranties expressly relate to an earlier date (in which case, such representations and warranties shall be true, correct, and complete as of such earlier date). (j) Compliance with Federal Requirements. The Borrower has complied, with respect to the Project, with all applicable requirements of NEPA, the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. § 4601 et seq.), and Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq.). (k) Transportation Improvement Program. The Project has been included in (i) the metropolitan transportation improvement program adopted by the Southern California Association of Governments, (ii) the State transportation plan, and (iii) the State transportation improvement program approved by the USDOT or its designated agency, in each case to the extent required by 23 U.S.C. §§ 134 and 135 and 23 U.S.C. § 602(a)(3), as applicable. The financial plan for each such program or plan reflects the amount of the TIFIA Loan and all other federal funds to be used for the Project as sources of funding for the Project. (1) Credit Ratings. The TIFIA Loan has received a public Investment Grade Rating from at least two (2) Nationally Recognized Rating Agencies, written evidence of such ratings has been provided to the TIFIA Lender prior to the Effective Date, and no such rating has been reduced, withdrawn or suspended as of the Effective Date. (m) No Defaults. The Borrower is not in default under the terms of any Related Document, and no event has occurred or condition exists that, with the giving of notice or the passage of time or both, would constitute an Event of Default. (n) Governmental Approvals. All Governmental Approvals required as of the Effective Date and any subsequent date on which this representation is made (or deemed made) for the undertaking and completion by the Borrower of the Project, and for the operation and management thereof, have been obtained or effected and are in full force and effect and there is no basis for, nor proceeding that is pending or threatened that could reasonably be expected to result in, the revocation of any such Governmental Approval. 1455925.01-WASSROIA - MSW 48 434 (o) Principal Project Contracts. Each Principal Project Contract in effect as of any date on which this representation and warranty is made is in full force and effect and all conditions precedent to the obligations of the respective parties under each Principal Project Contract have been satisfied. The Borrower has delivered to the TIFIA Lender a fully executed, complete, and correct copy of each such Principal Project Contract and each Additional Project Contract required to be delivered to, or requested by, the TIFIA Lender pursuant to Section 16(b) (Copies of Documents) (including, in each case, all exhibits, schedules and other attachments) that is in effect, including any amendments or modifications thereto and any related credit support instruments or side letters. No event has occurred that gives the Borrower or, to the Borrower's knowledge, any Principal Project Party, the right to terminate any Principal Project Contract. The Borrower is not in breach of any material term in or in default under any Principal Project Contracts, and to the knowledge of the Borrower, no party to any Principal Project Contract is in breach of any material term therein or in default thereunder. (p) Information. The information furnished by the Borrower to the TIFIA Lender, when taken as a whole, does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained therein not misleading as of the date made or furnished; provided that no representation or warranty is made with regard to projections or other forward -looking statements provided by or on behalf of the Borrower (including the Base Case Financial Model, any Revised Financial Model, and the assumptions therein) except that the assumptions in the Base Case Financial Model and any Revised Financial Model were reasonable in all material respects when made. (q) OFAC; Anti -Money Laundering; Anti -Corruption Laws. (0 None of the Borrower nor, to the knowledge of the Borrower, any Principal Project Party is a Sanctioned Person. (ii) None of the Borrower nor, to the knowledge of the Borrower, any Principal Project Party is in violation of or, since the date that is five (5) years prior to the Effective Date, has violated: (A) any applicable Anti -,Money Laundering Laws; (B) any applicable Sanctions ; (C) any applicable Anti -Corruption Laws, or (D) any applicable anti -drug trafficking, anti -terrorism, or anti -corruption laws, civil or criminal. (iii) There are no pending or, to the knowledge of the Borrower, threatened claims or investigations by any Governmental Authority against, or any internal investigations conducted by, the Borrower or any Principal Project Party, with respect to any possible or alleged violations of any Sanctions, Anti -Money Laundering Laws, Anti -Corruption Laws, or any anti -drug trafficking or anti -terrorism laws. No use of proceeds of the TIFIA Loan or other transaction contemplated by this Agreement or any other Related Document will violate any applicable Sanctions, Anti -Money Laundering Laws, or Anti -Corruption Laws, or any applicable anti -drug trafficking or anti -terrorism laws. (r) Compliance with Law. The Borrower is in compliance in all material respects with, and has conducted (or caused to be conducted) its business and government functions and the business and operations of the Project in compliance in all material respects 1455925.01-WASSROIA - MSW 49 435 with, all applicable laws (other than Environmental Laws, which are addressed in Section 14(s) (Environmental Matters)), including those set forth on Exhibit E, to the extent applicable. To the Borrower's knowledge, each Principal Project Party is, and has caused its respective contractors and subcontractors to be, in compliance in all material respects with all applicable laws, including those set forth on Exhibit E, to the extent applicable. No notices of violation of any applicable law have been issued, entered or received by the Borrower or, to the Borrower's knowledge and solely in respect of the Project or any Principal Project Contract, any Principal Project Party, other than, in each case, notices of violations that are immaterial. (s) Environmental Matters. Each of the Borrower and, to the Borrower's knowledge, each Principal Project Party is in compliance with all laws applicable to the Project relating to (i) air emissions, (ii) discharges to surface water or ground water, (iii) noise emissions, (iv) solid or liquid waste disposal, (v) the use, generation, storage, transportation or disposal of toxic or hazardous substances or wastes, (vi) biological resources (such as threatened and endangered species), and (vii) other environmental, health or safety matters, including all laws applicable to the Project referenced in the notice "Federal Environmental Statutes, Regulations, and Executive Orders Applicable to the Development and Review of Transportation Infrastructure Projects," 79 Fed. Reg. 22756 (April 23, 2014) (or any successor Federal Register notice of similar import), which document is available at http://www.transportation.gov/policy/transportation-policy/environment/laws ("Environmental Laws"). All Governmental Approvals for the Project relating to Environmental Laws have been, or, when required, will be, obtained and are (or, as applicable, will be) in full force and effect. The Borrower has not received any written communication or notice, whether from a Governmental Authority, employee, citizens group, or any other Person, that alleges that the Borrower is not in full compliance with all Environmental Laws and Governmental Approvals relating thereto in connection with the Project and, to the Borrower's knowledge, there are no circumstances that may prevent or interfere with full compliance in the future by the Borrower with any such Environmental Law or Governmental Approval. The Borrower has provided to the TIFIA Lender all material assessments, reports, results of investigations or audits, and other material information in the possession of or reasonably available to the Borrower regarding the Borrower's or the Project's compliance with (A) Environmental Laws, and (B) Governmental Approvals relating to Environmental Laws that are required for the Project. (t) Sufficient Rights and Utilities. The Borrower possesses either valid legal and beneficial title to, leasehold title in, or other valid legal rights with respect to the real property relating to the Project, in each case as is necessary and sufficient as of the date this representation is made for the construction, operation, maintenance and repair of the Project. As of any date on which this representation and warranty is made, the Principal Project Contracts then in effect and the Governmental Approvals that have been obtained and are then in full force and effect create rights in the Borrower sufficient to enable the Borrower to own (or as applicable, lease), construct, operate, maintain and repair the Project and to perform its obligations under the Principal Project Contracts to which it is a party. All utility services, means of transportation, facilities and other materials necessary for the construction and operation of the Project (including, as necessary, gas, electrical, water and sewage services and facilities) are, or will be when needed, available to the Project and arrangements in respect thereof have been made on commercially reasonable terms. 1455925.01-WASSROIA - MSW 50 436 (u) Insurance. Schedule 14(u) lists all insurance policies of any nature maintained or to be maintained by the Borrower with respect to the Project, as well as a summary of the terms of each such policy. The Borrower is in compliance with all insurance obligations required under each Principal Project Contract and the other Related Documents as of the date on which this representation and warranty is made. [To the extent the Borrower self -insures, the Borrower's self-insurance program is actuarially sound and the Borrower has received an opinion from an accredited actuary within the last twelve (12) months, which opinion confirms that the Borrower's self-insurance program is actuarially sound.] [Note to RCTC: Discuss whether self-insurance is applicable] (v) Title. The Borrower has valid legal and beneficial title to, or a valid leasehold interest in, the personal property and other assets and revenues thereof (including the Revenues and the Trust Estate) on which it purports to grant Liens pursuant to the Indenture Documents, in each case free and clear of any Lien of any kind, except for Permitted Liens. (w) No Liens. Except for Permitted Liens, the Borrower has not created, and is not under any obligation to create, and has not entered into any transaction or agreement that would result in the imposition of, any Lien on the Trust Estate, the Project, the Revenues, or the properties or assets in relation to the Project. (x) Intellectual Property. The Borrower owns, or has adequate licenses or other valid rights to use, all patents, trademarks, service marks, trade names, copyrights, franchises, formulas, licenses and other rights with respect thereto and has obtained assignment of all licenses and other rights of whatsoever nature, in each case necessary for the Project and the operation of its business. To the Borrower's knowledge, there exists no conflict with the rights or title of any third party with respect to the intellectual property described in the preceding sentence. Excluding the use of commercially available "off -the -shelf' software, to the Borrower's knowledge, no product, process, method, substance, part or other material produced or employed or presently contemplated to be produced by or employed by the Project infringes or will infringe any patent, trademark, service mark, trade name, copyright, franchise, formula, license or other intellectual property right of any third party. (y) Investment Company Act. The Borrower is not, and after applying the proceeds of the TIFIA Loan will not be, required to register as an "investment company" within the meaning of the Investment Company Act of 1940, as amended, and is not "controlled" by a company required to register as an "investment company" under the Investment Company Act of 1940, as amended. (z) Financial Statements. Each income statement, balance sheet, and statement of operations and cash flows (collectively, "Financial Statements") delivered to the TIFIA Lender pursuant to Section 22(c) (Financial Statements) has been prepared in accordance with GAAP and presents fairly, in all material respects, the financial condition of the Borrower as of the respective dates of the balance sheets included therein and the results of operations of the Borrower for the respective periods covered by the statements of income included therein. Except as reflected in such Financial Statements, there are no liabilities or obligations of the Borrower of any nature whatsoever for the period to which such Financial Statements relate that are required to be disclosed in accordance with GAAP. 1455925.01-WASSROIA - MSW 51 437 (aa) Taxes. The Borrower is not required to file tax returns with any Governmental Authority. (bb) ERISA. Neither the Borrower nor any ERISA Affiliate maintains or otherwise has any liability in respect of any plan or other arrangement that is subject to ERISA or Section 412 of the Code. (cc) Sufficient Funds. The aggregate of (i) all funds that are undrawn but fully and completely committed under the Indenture Documents, and this Agreement, (ii) all delay payments and insurance proceeds in respect of any casualty loss (other than any proceeds of business interruption insurance, delay -in -start-up insurance and proceeds covering liability of the Borrower to third parties) received by the Borrower or to which the Borrower is entitled in accordance with the applicable insurance policies and Principal Project Contracts, and (iii) all funds available under any other unused funding that is committed and available, will be sufficient to pay all Total Project Costs necessary to achieve Substantial Completion. (dd) Sovereign Immunity. The Borrower either has no immunity from the jurisdiction of any court of competent jurisdiction or from any legal process therein which could be asserted in any action to enforce the obligations of the Borrower under any of the Related Documents to which it is a party or the transactions contemplated hereby or thereby, including the obligations of the Borrower hereunder and thereunder, or, to the extent that the Borrower has such immunity, the Borrower has waived such immunity pursuant to Section 16(r) (Immunity). (ee) Patriot Act. The Borrower is not required to establish an anti -money laundering compliance program pursuant to the Patriot Act. Section 15. Representations and Warranties of TIFIA Lender. The TIFIA Lender hereby makes the following representations and warranties as of the Effective Date: (a) Power and Authority. The TIFIA Lender has all requisite power and authority to make the TIFIA Loan and to perform all transactions contemplated by the Related Documents to which it is a party. (b) Due Execution; Enforceability. The Related Documents to which it is a party have been duly authorized, executed and delivered by the TIFIA Lender, and are legally valid and binding agreements of the TIFIA Lender, enforceable in accordance with their terms. (c) Officers' Authorization. The officers of the TIFIA Lender executing each of the Related Documents to which the TIFIA Lender is a party are duly and properly in office and fully authorized to execute the same on behalf of the TIFIA Lender. Section 16. Affirmative Covenants. The Borrower covenants and agrees as follows until the date the TIFIA Bond and the obligations of the Borrower under this Agreement (other than contingent indemnity obligations) are irrevocably paid in full in cash and the TIFIA Lender no longer has any commitment to make disbursements to the Borrower, unless the TIFIA Lender waives compliance in writing: 1455925.01-WASSROIA - MSW 52 438 (a) Securing Liens. The Borrower shall at any and all times, so far as it may be authorized by law, pass, make, do, execute, acknowledge and deliver, all and every such further resolutions, acts, deeds, conveyances, assignments, transfers and assurances as may be necessary or desirable in connection with assuring, conveying, granting, assigning, securing and confirming the Liens in and to the Trust Estate (whether now existing or hereafter arising) granted to the Trustee for the benefit of the TIFIA Lender pursuant to the Indenture Documents, or intended so to be granted pursuant to the Indenture Documents, or which the Borrower may become bound to grant, and the Borrower shall at all times maintain the Trust Estate free and clear of any pledge, Lien, charge or encumbrance thereon or with respect thereto that has priority over, or equal rank with, the Liens created by the Indenture Documents, other than as permitted by this Agreement, and all organizational, regulatory or other necessary action on the part of the Borrower to that end shall be duly and validly taken at all times. The Borrower shall at all times, to the extent permitted by law, defend, preserve and protect the Liens on the Trust Estate granted pursuant to the Indenture Documents and all the rights of the Trustee for the benefit of the TIFIA Lender under the Indenture Documents against all claims and demands of all Persons whomsoever, subject to Permitted Liens. (b) Copies of Documents. The Borrower shall furnish to the TIFIA Lender a copy of any draft documents and final offering documents (including any Indenture Documents) and cash flow projections prepared in connection with the incurrence of any Permitted Debt or other indebtedness subject to approval by the TIFIA Lender pursuant to Section 17(a) (Indebtedness), in each case prior to the incurrence of any such Permitted Debt or such other indebtedness, as well as copies of any continuing disclosure documents, prepared by or on behalf of the Borrower in connection with the incurrence of such Permitted Debt or such other indebtedness, in each case promptly following the preparation or filing thereof. Except as otherwise agreed by the TIFIA Lender in writing, the Borrower will provide to the TIFIA Lender (i) copies of any draft documents relating to the incurrence of Permitted Debt (other than equipment leases and trade accounts included in such definition) at least thirty (30) days prior to the effective date thereof and (ii) copies of fully executed or final versions of such documentation within ten (10) days following execution or completion thereof. The Borrower shall provide written notice to the TIFIA Lender of the Borrower's intent to enter into an Additional Project Contract and, if such Additional Project Contract is subject to approval by the TIFIA Lender pursuant to Section 17(e) (Additional Project Contracts), shall provide drafts of any such Additional Project Contracts at least thirty (30) days prior to the proposed effective date thereof, together with any related contracts, side letters or other understandings. If the TIFIA Lender requests a copy of any Additional Project Contract that is not subject to approval by the TIFIA Lender, the Borrower shall provide a copy of the final or near final draft of such Additional Project Contract, together with any related contracts, side letters or other understandings, prior to the execution thereof and, if requested by the TIFIA Lender, shall provide to the TIFIA Lender an executed version of such Additional Project Contract, together with any related contracts, side letters or other understandings, promptly following the full execution thereof. (c) Use of Proceeds. The Borrower shall use the proceeds of the TIFIA Loan for purposes permitted by applicable law and as otherwise permitted under this Agreement and the other Related Documents. 1455925.01-WASSROIA - MSW 53 439 (d) Prosecution of Work; Verification Requirements. 0) The Borrower shall diligently prosecute the work relating to the Project and complete the Project in accordance with the Construction Schedule, and in accordance with the highest standards of the Borrower's industry. (ii) The Borrower shall ensure that the Design -Build Contractor and its subcontractors comply with all applicable laws and legal or contractual requirements with respect to any performance security instrument delivered by the Design -Build Contractor to the Borrower and shall ensure that any letter of credit provided pursuant to the Design - Build Contract meets the requirements therefor set forth therein. (iii) The Borrower shall comply with the verification requirements set forth in 2 C.F.R. §§ 180.300 and 180.320. (e) Operations and Maintenance. The Borrower shall (i) operate and maintain the Project (A) in a reasonable and prudent manner and (B) substantially in accordance with the Financial Plan most recently approved by the TIFIA Lender (except as necessary to prevent or mitigate immediate threats to human health and safety or to prevent or mitigate physical damage to material portions of the Project), and (ii) maintain the Project in good repair, working order and condition and in accordance with the requirements of all applicable laws and each applicable Related Document. The Borrower shall at all times do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the Governmental Approvals and any other rights, licenses, franchises, and authorizations material to the conduct of its business. (fl Insurance. (i) The Borrower shall at all times maintain or cause to be maintained insurance for the construction of the Project, with responsible insurers, as required by the Principal Project Contracts and as is customarily maintained in the United States of America with respect to works and properties of like character, against accident to, loss of or damage to such works or properties, which shall include liability coverage and pollution and other environmental liability and remediation related coverage. The Borrower shall cause each Principal Project Party to obtain and maintain casualty and liability insurance in accordance with the requirements of the applicable Principal Project Contract. (ii) The Borrower shall at all times maintain with responsible insurers [or through a program of self-insurance all such insurance] on the Project as is customarily maintained with respect to works and properties of like character against accident to, loss of, or damage to such works or properties. [Note to RCTC: Discuss whether self-insurance is applicable] (iii) [To the extent the Borrower elects to self -insure, the Borrower shall deliver to the TIFIA Lender annually a written opinion of an accredited actuary that confirms that the Borrower's self-insurance program is actuarially sound.] 1455925.01-WASSROIA - MSW 54 440 (iv) The Borrower shall prepay the TIFIA Loan in whole or in part, without penalty or premium, from any Net Loss Proceeds available for prepayment of the TIFIA Loan in accordance with Section 10(a) (Mandatory Prepayments). (v) The Borrower shall (by [self -insuring or] maintaining with responsible insurers [or by a combination thereof]) provide for workers' compensation insurance for Borrower's workers and insurance against public liability and property damage to the Project to the extent reasonably necessary to protect the Borrower and the TIFIA Lender. (vi) The Borrower shall cause all liability insurance policies that it maintains (and, during the Construction Period, that are maintained by the Design -Build Contractor and the Toll Services Provider), other than workers' compensation insurance, to reflect the TIFIA Lender as an additional insured to the extent of its insurable interest. (vii) The Borrower shall deliver to the TIFIA Lender all (A) insurance brokers' letters, and (B) certificates of insurance, in each case promptly after Borrower's receipt thereof and in any event no later than when required to be delivered pursuant to the Indenture. Promptly upon request by the TIFIA Lender, the Borrower shall deliver to the TIFIA Lender copies of any underlying insurance policies obtained by or on behalf of the Borrower in respect of the Project. All such policies shall be available at all reasonable times for inspection by the TIFIA Lender, its agents and representatives. (viii) The Borrower shall comply at all times with the insurance requirements of the Indenture Documents. (ix) The Borrower shall, within thirty (30) days after the Effective Date, provide certificates of insurance with regards to any policies reflected in Schedule 14(u) not previously delivered as of the Effective Date. Each certificate of insurance delivered pursuant to the preceding sentence shall reflect the requirements set forth in Section 13(a)(xviii) (Conditions Precedent to Effectiveness). (g) Notice. (0 The Borrower shall, within five (5) Business Days after the Borrower learns of the occurrence, give the TIFIA Lender notice of any of the following events or receipt of any of the following notices, as applicable, setting forth details of such event and including any relevant and significant documentation: (A) Substantial Completion: the occurrence of Substantial Completion, such notice to be provided in the form set forth in Exhibit L; (B) Events of Default: any Event of Default or any event that, with the giving of notice or the passage of time or both, would constitute an Event of Default; (C) Litigation: (1) the filing of any litigation, suit or action, or the commencement of any proceeding, against the Borrower before any arbitrator, 1455925.01-WASSROIA - MSW 55 441 Governmental Authority, alternative dispute resolution body, or other neutral third -party, or the receipt by the Borrower in writing of any threat of litigation, suit, action, or proceeding, or of any written claim against the Borrower that, in each case, could reasonably be expected to have a Material Adverse Effect, and any material changes in the status of such litigation, suit, action or claim, and (2) any judgments against the Borrower with award amounts in excess of $[], either individually or in the aggregate; (D) Delayed Governmental Approvals: any failure to receive or delay in receiving any Governmental Approval (including all approvals under the BNSF Construction & Maintenance Agreement referenced in the Design - Build Contract) or making any required filing, notice, recordation or other demonstration to or with a Governmental Authority, in each case to the extent such failure or delay will or could reasonably be expected to result in a delay to any major milestone date (including the Projected Substantial Completion Date) set forth in the Construction Schedule, together with a written explanation of the reasons for such failure or delay and the Borrower's plans to remedy or mitigate the effects of such failure or delay; (E) Environmental Notices: any material notice of violation under any Environmental Law related to the Project or any material changes to the NEPA Determination; (F) Insurance Claim: any insurance claims made by the Borrower or the Design -Build Contractor in respect of the Project in excess of $[ ] either individually or in the aggregate, to the extent related to the Project or to the extent the proceeds from such insurance claim would be deposited into a Project Account; (G) Amendments: except as otherwise agreed by the TIFIA Lender in writing, copies of (1) any proposed amendments to any Principal Project Contract or other Related Document at least thirty (30) days prior to the effective date thereof and (2) fully executed amendments within ten (10) days following execution thereof; (H) Principal Project Contract Defaults: any material breach or default or event of default on the part of the Borrower or any other party under any Principal Project Contract or any Additional Project Contract related to the operation and maintenance of the Project; (I) Uncontrollable Force: the occurrence of any Uncontrollable Force that could reasonably be expected to result in a Material Adverse Effect; (J) Ramp Up Account: any transfer of amounts from the Ramp Up Account to another Fund or Account, including the permanent release of funds from the, and termination of, the Ramp Up Account; 1455925.01-WASSROIA - MSW 56 442 (K) Project Changes: any (A) change to the Total Project Costs forecasts in excess of five percent (5%) of total forecasted Total Project Costs or (B) material change to the Construction Schedule; (L) Ratings Changes: any change in the rating assigned to the TIFIA Loan, any Additional Pari Passu Obligations, any Second Lien Obligations, any Subordinate Obligations, or any Sales Tax Revenue Bonds by any Nationally Recognized Rating Agency that has provided a public rating on such indebtedness, the Borrower, or the Revenues; (M) 2 C.F.R. § 180.350 Notices: any notification required pursuant to 2 C.F.R. § 180.350, whether attributable to a failure by the Borrower to disclose information previously required to have been disclosed or due to the Borrower or any of its principals meeting any of the criteria set forth in 2 C.F.R. § 180.335; and (N) Other Adverse Events: the occurrence of any other event or condition, including any notice of breach from a contract counterparty, that could reasonably be expected to result in a Material Adverse Effect. (ii) The Borrower shall provide the TIFIA Lender with any further information reasonably requested by the TIFIA Lender from time to time concerning the matters described in Section 16(g)(i) (Notice). (h) Remedial Action. Within thirty (30) calendar days after the Borrower learns of the occurrence of an event specified in Section 16(g)(i) (Notice) (other than in Section 16(g)(i)(A) (Substantial Completion), Section 16(g)(i)(G) (Amendments), or Section 16(g)(i)(K) (Ratings Changes) (in the case of a ratings upgrade)), the Borrower's Authorized Representative shall provide a statement to the TIFIA Lender setting forth the actions the Borrower proposes to take with respect thereto. 0) Maintain Legal Structure. The Borrower shall maintain its existence as a [county transportation commission], under the laws of the State of California. 0) Annual Rating. The Borrower shall, commencing in 2018, no later than the last Business Day of June of each year during the term of the TIFIA Bond, at no cost to the TIFIA Lender, provide to the TIFIA Lender a public rating on the TIFIA Bond and on any Additional Pari Passu Obligations by a Nationally Recognized Rating Agency, together with the rating report or letter delivered by such Nationally Recognized Rating Agency in connection with each such rating, in each case prepared no earlier than June 1 of such year. (k) Project Accounts; Permitted Investments. 0) TIFIA Debt Service Reserve Account Required Amount; Commission Initial Loan. The Borrower shall deposit amounts (including any proceeds of the Commission Initial Loan) into the TIFIA Debt Service Reserve Account so that such Account is funded in an amount equal to the TIFIA Debt Service Reserve Account Required Amount by no later than June 30, 2024. Until the TIFIA Debt Service Reserve 1455925.01-WASSROIA - MSW 57 443 Account is fully funded as described in the preceding sentence, if Net Revenue available to be deposited into the TIFIA Debt Service Reserve Account in accordance with Section 5.02(b) of the Indenture during any Borrower Fiscal Year is (or is projected to be) less than $3,000,000 (any such deficiency, a "TIFIA DSRA Shortfall"), the Borrower shall cause the Sales Tax Trustee to transfer amounts from the I-15 Trust Fund under the Sales Tax Revenue Bond Indenture to the Trustee for deposit into the TIFIA Debt Service Reserve Account in an amount equal to such TIFIA DSRA Shortfall. The Borrower's failure to deposit the TIFIA Debt Service Reserve Account Required Amount into the TIFIA Debt Service Reserve Account by June 30, 2024 shall be an Event of Default pursuant to Section 20(a)(xiii). Amounts in the TIFIA Debt Service Reserve Account shall be made available to ensure the timely payment of TIFIA Debt Service. To the extent the Borrower withdraws amounts from the TIFIA Debt Service Reserve Account, the Borrower shall replenish such Account to 100% of the TIFIA Debt Service Reserve Account Required Amount by the next Semi -Annual Payment Date, subject to the availability of Revenues for such purpose; provided, that the Borrower's failure to do so due to the unavailability of Net Revenues available for deposit at the applicable level of the cash flow waterfall in Section 5.03(b) of the Indenture shall not by itself constitute an Event of Default. (ii) Senior Lien Obligations Reserve Fund. The Borrower shall deposit amounts into the Senior Lien Obligations Reserve Fund (or the applicable Account thereunder, other than the TIFIA Debt Service Reserve Account, established for any Senior Lien Obligations) so that such Fund or Account is funded in an amount equal to the Senior Lien Obligations Reserve Requirement applicable to such Senior Lien Obligations. The Borrower's failure to deposit the Senior Lien Obligations Reserve Requirement into the Senior Lien Obligations Reserve Fund (or the applicable Account thereunder) on or prior to the date required therefor pursuant to the applicable Indenture Documents shall be an Event of Default pursuant to Section 20(a)(xiii). Amounts in the Senior Lien Obligations Reserve Fund (or the applicable Account thereunder) shall be made available to ensure the timely payment of the principal of, and interest accrued on, such Senior Lien Obligations. To the extent the Borrower withdraws amounts from the Senior Lien Obligations Reserve Fund (or an Account therein), the Borrower shall replenish such Fund or Account to 100% of the Senior Lien Obligations Reserve Requirement by the next Semi -Annual Payment Date, subject to the availability of Revenues for such purpose; provided, that the Borrower's failure to do so due to the unavailability of Net Revenues available for deposit at the applicable level of the cash flow waterfall in Section 5.03(b) of the Indenture shall not by itself constitute an Event of Default. (iii) Second Lien Obligations Reserve Fund. The Borrower shall deposit amounts into the Second Lien Obligations Reserve Fund (or the applicable Account thereunder established for any Second Lien Obligations) so that such Fund or Account is funded in an amount equal to the Second Lien Obligations Reserve Requirement applicable to such Second Lien Obligations. Amounts in the Second Lien Obligations Reserve Fund (or the applicable Account thereunder) shall be made available to ensure the timely payment of the principal of, and interest accrued on, such Second Lien Obligations. To the extent the Borrower withdraws amounts from the Second Lien 1455925.01-WASSROIA - MSW 58 444 Obligations Reserve Fund (or an Account therein), the Borrower shall replenish such Fund or Account to 100% of the Second Lien Obligations Reserve Requirement by the next Semi -Annual Payment Date, subject to the availability of Revenues for such purpose; provided, that the Borrower's failure to do so due to the unavailability of Net Revenues available for deposit at the applicable level of the cash flow waterfall in Section 5.03(b) of the Indenture shall not by itself constitute an Event of Default. (iv) Subordinate Obligations Reserve Fund. The Borrower shall deposit amounts into the Subordinate Obligations Reserve Fund (or the applicable Account thereunder established for any Subordinate Obligations) so that such Fund or Account is funded in an amount equal to the Subordinate Obligations Reserve Requirement applicable to such Subordinate Obligations. The Borrower's failure to deposit the Subordinate Obligations Reserve Requirement into the Subordinate Obligations Reserve Fund (or the applicable Account thereunder) on or prior to the date required therefor pursuant to the applicable Indenture Documents shall be an Event of Default pursuant to Section 20(a)(xiii). Amounts in the Subordinate Obligations Reserve Fund (or the applicable Account thereunder) shall be made available to ensure the timely payment of the principal of, and interest accrued on, such Subordinate Obligations. To the extent the Borrower withdraws amounts from the Subordinate Obligations Reserve Fund (or an Account therein), the Borrower shall replenish such Fund or Account to 100% of the Subordinate Obligations Reserve Requirement by the next Semi -Annual Payment Date, subject to the availability of Revenues for such purpose; provided, that except as set forth above, the Borrower's failure to do so due to the unavailability of Net Revenues available for deposit at the applicable level of the cash flow waterfall in Section 5.03(b) of the Indenture shall not by itself constitute an Event of Default. (v) Operation and Maintenance Fund. On or prior to the Substantial Completion Date, the Borrower shall fund the Operation and Maintenance Fund in an amount equal to the Operation and Maintenance Fund Required Amount. The Borrower's failure to deposit the Operation and Maintenance Fund Required Amount into the Operation and Maintenance Fund on or prior to the Substantial Completion Date shall be an Event of Default pursuant to Section 20(a)(xiii). Amounts in the Operation and Maintenance Fund shall be made available to ensure the timely payment of Operation and Maintenance Expenses. To the extent the Borrower withdraws amounts from the Operation and Maintenance Fund, the Borrower shall replenish such Fund to 100% of the Operation and Maintenance Fund Required Amount by the next Semi -Annual Payment Date, subject to the availability of Revenues for such purpose; provided, that the Borrower's failure to do so due to the unavailability of Net Revenues available for deposit at the applicable level of the cash flow waterfall in Section 5.03(b) of the Indenture shall not by itself constitute an Event of Default. (vi) Repair and Rehabilitation Fund. On or prior to the Substantial Completion Date, the Borrower shall fund the Repair and Rehabilitation Fund in an amount equal to the Repair and Rehabilitation Fund Required Amount. The Borrower's failure to deposit the Repair and Rehabilitation Fund Required Amount into the Repair and Rehabilitation Fund on or prior to the Substantial Completion Date shall be an Event of Default pursuant to Section 20(a)(xiii). Amounts in the Repair and Rehabilitation 1455925.01-WASSROIA - MSW 59 445 Fund shall be made available to ensure the timely payment of Repair and Rehabilitation Fund Permitted Expenditures. To the extent the Borrower withdraws amounts from the Repair and Rehabilitation Fund, the Borrower shall replenish such Fund to 100% of the Repair and Rehabilitation Fund Required Amount by the next Semi -Annual Payment Date, subject to the availability of Revenues for such purpose; provided, that the Borrower's failure to do so due to the unavailability of Net Revenues available for deposit at the applicable level of the cash flow waterfall in Section 5.03(b) of the Indenture shall not by itself constitute an Event of Default. (vii) Ramp Up Account. On or prior to the Substantial Completion Date, the Borrower shall fund the Ramp Up Account in an amount equal to the Ramp Up Account Required Amount, including by means of a transfer to the Ramp Up Account from amounts then on deposit in the Project Fund. The Borrower's failure to deposit the Ramp Up Account Required Amount into the Ramp Up Account on or prior to the Substantial Completion Date shall be an Event of Default pursuant to Section 20(a)(xiii). Amounts in the Ramp Up Account shall be made available to ensure the timely payment of any obligations of the Borrower described in clauses First through and including Sixth"' of Section 5.03(b) of the Indenture. The Borrower shall have no obligation to replenish amounts withdrawn from the Ramp Up Account. All amounts in the Ramp Up Account may be released and transferred to [another Fund or Account designated by the Borrower] when each of the Blocked Payment Conditions has been satisfied, but in no event shall funds in the Ramp Up Account be released prior to the second (2nd) year anniversary of the Debt Service Payment Commencement Date. (viii) Permitted Investments. The Borrower shall hold (or cause the Trustee to hold) amounts on deposit in the [TIFIA Loan Prepayment Account and the Senior Lien Obligations Reserve Fund] uninvested or invested in Permitted Investments. Permitted Investments must mature or be redeemable at the election of the holder as follows: (A) with respect to Permitted Investments maintained in the Senior Lien Obligations Reserve Fund, not later than the next Semi -Annual Payment Date, (B) with respect to Permitted Investments maintained in the TIFIA Loan Prepayment Account corresponding to amounts needed for the payment of interest, not later than the next Semi -Annual Payment Date, and (C) with respect to Permitted Investments maintained in the TIFIA Loan Prepayment Account corresponding to amounts needed for the repayment of principal, the next Payment Date for repayment of principal in respect of the TIFIA Loan. [The Borrower shall hold (or cause the Trustee to hold) amounts on deposit in all Funds and Accounts other than the TIFIA Loan Prepayment Account and the Senior Lien Obligations Reserve Fund uninvested or invested in Permitted Investments (as such term is defined in the Indenture) and shall comply with the requirements of the Indenture with respect to any such Permitted Investments.] (ix) Post -Construction Transfers from the Project Fund. Upon Final Acceptance (as defined in the Design Build Contract), the Borrower shall transfer, or 4 Note: Meant to correspond to the R&R Fund (after TIFIA Scheduled Debt Service). 1455925.01-WASSROIA - MSW 60 446 shall cause the Trustee to transfer any amounts remaining in the Project Fund to the Toll Revenue Fund; provided, that to the extent Bond Counsel delivers a written legal opinion satisfactory to the TIFIA Lender demonstrating that any amounts remaining in the Sales Tax Revenue Bonds Account within the Project Fund must be returned to the Borrower in order to preserve the tax exempt status of the 2017 Sales Tax Revenue Bonds, such amounts may be released to the Borrower. (1) Rate Coverage. The Borrower shall, subject to the remainder of this paragraph, fix, charge and collect rates and charges such that (i) Net Revenue in each Calculation Period through the Final Maturity Date shall be projected to produce (A) a Senior Debt Service Coverage Ratio at least equal to 1.30:1.00 in each such Calculation Period and (B) a Total Debt Service Coverage Ratio at least equal to 1.30:1.00 in each such Calculation Period, and (ii) Revenues in each Calculation Period shall be projected to produce a ratio of Revenues to the sum of the Borrower's funding obligations during such Calculation Period pursuant to clauses First through Sixth of Section 5.03(b) of the Indenture at least equal to 1.00:1.00 (clauses (i), (ii) and (iii) collectively, the "Rate Coverage Test"). If any forecast of Net Revenues furnished by the Borrower pursuant hereto demonstrates that projected Net Revenue may be inadequate to satisfy the Rate Coverage Test for any Calculation Period until the Final Maturity Date, or if the Borrower fails to satisfy the Rate Coverage Test in respect of any Calculation Period then ended, the Borrower shall (x) within thirty (30) days after request by the TIFIA Lender, engage the Traffic Consultant to review and analyze the operations of the Project and recommend actions regarding revising the rates or changing the methods of operations, or any other actions to increase the Net Revenue so as to satisfy the Rate Coverage Test, (y) cause the Traffic Consultant to issue its report, including any such recommended actions, no later than ninety (90) days following such engagement, and (z) either (A) implement the Traffic Consultant's recommendation or (B) undertake an alternative course of action after demonstrating to the TIFIA Lender's satisfaction the manifest errors contained in the Traffic Consultant's recommended actions, or to the extent agreed upon by the TIFIA Lender, undertake an alternative course of action that will ensure the Borrower's ability to meet its payment obligations under this Agreement. The Borrower's failure to regain compliance with the Rate Coverage Test within eighteen (18) months after the first Semi -Annual Payment Date after Substantial Completion on which the Borrower failed to satisfy the Rate Coverage Test shall result in the mandatory prepayment described in Section 10(a)(iv) (Mandatory Prepayments). (m) Consulting Engineer Report and Certificate. By no later than thirty (30) days prior (and no earlier than sixty (60) days prior) to the beginning of each Borrower Fiscal Year through the Final Maturity Date, the Borrower shall cause the Consulting Engineer to deliver to the TIFIA Lender: (i) a report from the Consulting Engineer, which report shall reflect the Consulting Engineer's approval of the Borrower's schedule and budget for the performance of Repair and Rehabilitation Fund Permitted Expenditures set forth in the proposed annual budget for such Borrower Fiscal Year delivered pursuant to Section 22(a) and (ii) a certificate executed by the Consulting Engineer, which certificate verifies the accuracy of the Borrower's calculation of the Repair and Rehabilitation Fund Required Amount for such Borrower Fiscal Year. (n) Material Obligations; Liens. The Borrower shall pay its material obligations promptly and in accordance with their terms and pay and discharge promptly all 1455925.01-WASSROIA - MSW 61 447 taxes, assessments and governmental charges or levies imposed upon it or upon the Revenues or the Borrower's other income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful and material claims for labor, materials and supplies or other claims which, if unpaid, might give rise to a Lien upon such properties or any part thereof or on the Revenues or the Trust Estate; provided, however, that such payment and discharge shall not be required with respect to any such tax, assessment, charge, levy, claim or Lien so long as the validity or amount thereof shall be contested by the Borrower in good faith by appropriate proceedings and so long as the Borrower shall have set aside adequate reserves with respect thereto in accordance with and to the extent required by GAAP, applied on a consistent basis. (o) Hedging. 0) As a condition to the issuance of any Obligations that bear interest at a Variable Interest Rate, the Borrower shall enter into a Qualified Hedge with respect to such Obligations and shall maintain such Qualified Hedge in place until the earlier to occur of (i) the maturity date of any such Obligations and (ii) the Final Maturity Date. Each Qualified Hedge must have an aggregate stated notional amount of not less than (A) during the Construction Period, at least ninety percent (90%) and not more than one hundred ten percent (110%) of the aggregate principal amount of the Variable Interest Rate Obligations projected to be outstanding during such time period and (B) at all other times, at least ninety-eight percent (98%) and not more than one hundred two percent (102%) of the aggregate principal amount of the Variable Interest Rate Obligations projected to be outstanding until the maturity of such Variable Interest Rate Obligations. Any such Qualified Hedge shall have a payment profile that is reasonably consistent with the expected draw and repayment schedule of the applicable Variable Interest Rate Obligations subject to such Qualified Hedge and will be subject to TIFIA Lender's prior written consent, such consent not to be unreasonably withheld. Such Qualified Hedge shall have a stated maturity or termination date not earlier than the earlier to occur of (x) the Final Maturity Date and (y) the final maturity date of the Variable Interest Rate Obligations subject to such Qualified Hedge. (ii) Each Qualified Hedge shall provide for a fixed interest rate acceptable to the TIFIA Lender that results in fixed payment amounts payable by the Borrower to the Qualified Hedge Provider. The Borrower's obligations to pay Hedging Obligations and Hedging Termination Obligations shall be from the sources and in the priority specified in the Indenture Documents. The Borrower shall ensure that, as of the day following the termination date of any Qualified Hedge that for any reason terminates before the final maturity date of the Variable Interest Rate Obligations subject to such Qualified Hedge, (A) a Qualified Hedge is in full force and effect or (B) the Variable Interest Rate Obligations have been converted to a fixed rate, in each case in accordance with this Agreement and the Indenture Documents. (iii) Any Hedging Transaction entered into subsequent to the Initial Qualified Hedge (a "Subsequent Qualified Hedge") shall (A) be a Qualified Hedge, (B) commence no later than the termination date of the Qualified Hedge that is terminating and (C) terminate no earlier than the earlier to occur of (1) the Final Maturity Date and 1455925.01-WASSROIA - MSW 62 448 (2) the final maturity date of the Variable Interest Rate Senior Obligations subject to such Subsequent Qualified Hedge. (iv) The Borrower shall not commence seeking any bids from any Qualified Hedge Provider for a Subsequent Qualified Hedge unless, at least thirty (30) days prior thereto, the Borrower has delivered to the TIFIA Lender evidence satisfactory to the TIFIA Lender and certified by the Borrower's Authorized Representative that the process to be utilized by the Borrower for selecting such Subsequent Qualified Hedge is a competitive process designed to obtain a fair market price and to avoid conflicts of interest. At the time the Subsequent Qualified Hedge is priced, the Borrower shall provide to the TIFIA Lender a certificate from a qualified third party acceptable to the TIFIA Lender to the effect that either the underlying LIBOR based fixed rate or the price of acquiring such Subsequent Qualified Hedge is a fair price based on the interest rate market at the time such Qualified Hedge is priced. (v) The Trustee shall be granted a security interest in each Qualified Hedge and payments due under each Qualified Hedge in order to secure the Borrower's obligations under the TIFIA Loan Documents. The Hedging Agreements shall provide that all payments due thereunder to the Borrower shall be made directly to the Trustee for deposit and disbursement in accordance with the Indenture Documents. (vi) The Borrower shall neither terminate (other than Permitted Hedging Terminations), transfer, nor consent to any transfer (other than to a Qualified Hedge Provider) of any existing Qualified Hedge without the TIFIA Lender's prior written consent as long as the Borrower is required to maintain a Qualified Hedge pursuant to this Agreement. (vii) If at any time a Hedging Bank no longer satisfies the requirements for a Qualified Hedge Provider, the Borrower shall, within thirty (30) days (or such lesser number of days required by the applicable Hedging Agreement, including any credit support annex thereto) of the date on which such Hedging Bank failed to qualify as a Qualified Hedge Provider, either (A) cash collateralize the mark -to -market value of the Hedging Termination Obligations (in accordance with the credit support annex or similar requirements of the applicable Hedging Agreement) or provide a guarantee for such amount from an entity with an Acceptable Credit Rating, or (B) cause such disqualified Hedging Bank to be replaced by a Qualified Hedge Provider, whether by means of a transfer of the disqualified Hedging Bank's Hedging Agreement to a Qualified Hedge Provider or by means of a termination of such disqualified Hedging Bank's Hedging Agreement and replacement thereof by a Hedging Agreement with a Qualified Hedge Provider on terms and conditions that satisfy the requirements of this Section 16(o) (Hedging); provided that if the disqualified Hedging Bank's highest credit rating from any Nationally Recognized Rating Agency is less than `A-', `A3' or the equivalent, clause (A) shall not apply and the Borrower shall be required to cause such disqualified Hedging Bank to be replaced by a Qualified Hedge Provider pursuant to clause (B). (p) SAM Registration. The Borrower shall (i) maintain its active registration status with the federal System for Award Management (www.SAM.gov) (or any successor 1455925.01-WASSROIA - MSW 63 449 system or registry) and (ii) within sixty (60) days prior to each anniversary of the Effective Date, provide to the TIFIA Lender evidence of such active registration status with no active exclusions reflected in such registration, in each case until the Final Maturity Date or to such earlier date as all amounts due or to become due to the TIFIA Lender hereunder have been irrevocably paid in full in cash. (q) Events of Loss; Loss Proceeds. (i) If an Event of Loss shall occur with respect to the Project or any part thereof, the Borrower shall (A) diligently pursue all of its rights to compensation against all relevant insurers, reinsurers and Governmental Authorities, as applicable, in respect of such event and (B) pay or apply all Loss Proceeds stemming from such event in accordance with Section 16(q)(ii) (Event of Loss; Loss Proceeds) and, to the extent applicable, Section 10(a)(ii) (Mandatory Prepayments). (ii) The Borrower shall apply all Loss Proceeds as provided in Section [5.04(g)] of the Indenture. The Borrower shall cause the relevant insurers, reinsurers and Governmental Authorities, as applicable, to pay all Loss Proceeds directly to the Trustee as loss payee and, if paid to the Borrower, shall be received in trust and for the benefit of the Trustee segregated from other funds of the Borrower, and shall be paid over to the Trustee in the same form as received (with any necessary endorsement). (r) Immunity. To the fullest extent permitted by applicable law, the Borrower agrees that it will not assert any immunity (and hereby waives any such immunity) it may have as a governmental entity from lawsuits, other actions and claims, and any judgments with respect to the enforcement of any of the obligations of the Borrower under this Agreement or any other TIFIA Loan Document. (s) Patriot Act. If the anti -money laundering compliance program provisions of the Patriot Act become applicable to the Borrower, then the Borrower will provide written notice to the TIFIA Lender of the same and will promptly establish an anti -money laundering compliance program that complies with all requirements of the Patriot Act.5 (t) Cargo Preference Act. Pursuant to 46 C.F.R. Part 381, the Borrower hereby agrees as follows, and shall insert the following clauses in contracts entered into by the Borrower pursuant to which equipment, materials or commodities may be transported by ocean vessel in carrying out the Project: (i) At least fifty percent (50%) of any equipment, materials or commodities procured, contracted for or otherwise obtained with TIFIA Loan proceeds, and which may be transported by ocean vessel, shall be transported on privately owned United States -flag commercial vessels, if available. 5 Subject to modification in accordance with the representation in 14(ee) (Patriot Act). 1455925.01-WASSROIA - MSW 64 450 (ii) Within twenty (20) days following the date of loading for shipments originating within the United States or within thirty (30) Business Days following the date of loading for shipments originating outside the United States, a legible copy of a rated, `on -board' commercial ocean bill -of -lading in English for each shipment of cargo described in paragraph (i) above shall be furnished to both the TIFIA Lender and to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590. (u) Lobbying. The Borrower shall comply with all applicable certification, declaration and/or disclosure requirements under 49 C.F.R. Part 20. (v) Commission Backstop Loans. The Borrower shall provide additional funds from amounts on deposit in the I-15 Trust Fund established under the Sales Tax Revenue Bond Indenture in the event Revenues are (or are projected to be) insufficient to pay on any Monthly Funding Date any obligations of the Borrower described in clauses First through and including [Seventh] in Section 5.03(b) of the Indenture in any Borrower Fiscal Year commencing in Borrower Fiscal Year [] and continuing through the end of Borrower Fiscal Year 2039, in an annual amount not to exceed $[3,850,000] in any such Borrower Fiscal Year and in the aggregate not to exceed [$38,500,000]. The Borrower shall cause the full amount of Sales Tax Revenues necessary to fund the maximum annual amount of the Commission Backstop Loan to be available at the beginning of each Borrower Fiscal Year, as applicable. The amount of any disbursement of a Commission Backstop Loan shall not exceed the amount of such deficiency, subject to the limits set forth above. The proceeds of any Commission Backstop Loan shall be deposited with the Trustee from amounts on deposit in the I-15 Trust Fund held by the Sales Tax Trustee under the Sales Tax Revenue Bond Indenture. Any such amount deposited with the Trustee shall increase the outstanding balance of the Commission Loan on the date of such transfer. (w) Credit Facilities. (i) The Borrower may replace all or a portion of the required balance of any Reserve Account (other than the Ramp Up Account), in accordance with the terms of the applicable Indenture Documents, with a Credit Facility provided by a financial institution with an Acceptable Credit Rating, provided that the terms and conditions of any such Credit Facility shall not permit or require the Borrower to use Revenues to satisfy any payment obligations to the Credit Provider or any other Person in connection with such Credit Facility. (ii) The Borrower may also utilize Credit Facilities to support repayment of Obligations issued pursuant to the Indenture and the costs and reimbursement obligations associated with such Credit Facilities may be paid with Revenues, but shall be paid solely with amounts available in the Holding Fund (and not from amounts from the Operation and Maintenance Fund or the Ramp Up Account). (iii) The Borrower shall not enter into any Credit Facility that permits the provider of such Credit Facility to accelerate the Borrower's reimbursement obligations. 1455925.01-WASSROIA - MSW 65 451 (iv) If at any time an issuer of an Acceptable Letter of Credit securing a Reserve Account ceases to be a Qualified Issuer, the Borrower shall cause such letter of credit to be replaced by a new Acceptable Letter of Credit within ten (10) Business Days of the date on which the current issuer ceased to be a Qualified Issuer, or the Trustee shall be permitted to immediately draw the full amount of such letter of credit and deposit the proceeds of such drawing into the applicable Reserve Account. Any new Acceptable Letter of Credit shall have the same terms and conditions (including expiration date and face amount) as the letter of credit being replaced, or such other terms and conditions as may be satisfactory to the TIFIA Lender. (v) If any letter of credit securing a Reserve Account is scheduled to expire prior to the Final Maturity Date, the Borrower shall replace such letter of credit with a new Acceptable Letter of Credit at least ten (10) Business Days prior to the stated expiry date of the existing letter of credit and such new Acceptable Letter of Credit shall be in an amount equal to at least the amount of expiring letter of credit. If the Borrower fails to provide such new Acceptable Letter of Credit by the date required above, the Trustee shall be permitted to immediately draw the full undrawn amount of the existing letter of credit and deposit the proceeds of such drawing into the applicable Reserve Account. Section 17. Negative Covenants. The Borrower covenants and agrees as follows until the date the TIFIA Bond and the obligations of the Borrower under this Agreement (other than contingent indemnity obligations) are irrevocably paid in full in cash, unless the TIFIA Lender waives compliance in writing: (a) Indebtedness. (0 Except for Permitted Debt, the Borrower shall not, without the prior written consent of the TIFIA Lender, issue or incur indebtedness of any kind that is payable from, or secured by, the Revenues or other property or rights in the Trust Estate; provided that the Borrower shall not incur any indebtedness of any kind payable from, secured or supported by the Trust Estate, including Permitted Debt, without the prior written consent of the TIFIA Lender, following the occurrence, and during the continuation, of an Event of Default. (ii) The Borrower shall not, without the prior written consent of the TIFIA Lender, issue or incur Variable Interest Rate Bonds or Variable Interest Rate Obligations. (iii) The Borrower shall not issue Additional Pari Passu Obligations, Second Lien Obligations or Subordinate Obligations that require (A) the payment of interest on such Obligations, as applicable, prior to the Debt Service Payment Commencement Date, or (B) the commencement of amortization of the principal amount of such Obligations, as applicable, prior to the commencement of amortization of the principal amount of the TIFIA Loan. Other than Completion Bonds, the Borrower shall not issue additional Obligations prior to the second (2nd) anniversary of the Debt Service Payment Commencement Date. 1455925.01-WASSROIA - MSW 66 452 (iv) Prior to the incurrence of Permitted Debt described in clauses (c), (f), or (i) of the definition thereof, the Borrower shall provide to the TIFIA Lender a certificate signed by the Borrower's Authorized Representative, demonstrating to the TIFIA Lender's satisfaction that such proposed indebtedness is authorized pursuant to this Section 17(a) (Indebtedness) and satisfies the applicable requirements under the definitions of "Permitted Debt" and "Additional Pari Passu Obligations," as applicable. (v) To the extent any Permitted Debt consists of Put Bonds, the Borrower must maintain a Credit Facility that will pay or demonstrate the ability to fully pay any amounts payable by the Borrower in respect of such Put Bonds on the earliest date by which the Holders are allowed to tender such Put Bonds for repayment. (vi) The Borrower shall not issue Obligations that are, or upon issuance will be, payable in a currency other than lawful currency of the United States of America. (b) No Lien Extinguishment or Adverse Amendments. The Borrower shall not, and shall not permit any Person to, without the prior written consent of the TIFIA Lender, either (i) extinguish or impair the Liens on the Trust Estate granted pursuant to the Indenture, (ii) amend, modify, replace, or supplement any Related Document in a manner that could adversely affect the TIFIA Lender (in the TIFIA Lender's determination) in connection with the TIFIA Loan, (iii) waive or permit a waiver of any provision of any Related Document in a manner that could adversely affect the TIFIA Lender (in the TIFIA Lender's determination) in connection with the TIFIA Loan, or (iv) terminate, assign, amend or modify, or waive timely performance by any party of material covenants under any Principal Project Contract except for termination, assignment, amendment, modification or waiver that could not reasonably be expected to have a Material Adverse Effect (in the TIFIA Lender's determination). Except as otherwise agreed by the TIFIA Lender in writing, the Borrower will provide to the TIFIA Lender (x) copies of any proposed amendments, modifications, replacements of, or supplements to any Related Document at least thirty (30) days prior to the effective date thereof, and (y) complete, correct and fully executed copies of any amendment, modification or supplement to any Related Document within five (5) Business Days after execution thereof. (c) No Prohibited Liens. Except for Permitted Liens, the Borrower shall not create, incur, assume or permit to exist any Lien on the Project, the Trust Estate, the Revenues, or the Borrower's respective rights therein. The Borrower shall not collaterally assign any of its rights under or pursuant to any Principal Project Contract and shall not permit a Lien to encumber the Borrower's rights or privileges under any Principal Project Contract, unless pursuant to the Indenture Documents in favor of the Trustee on behalf of the Secured Parties. (d) Blocked Payments. Except as expressly permitted in this Section 17(d), the Borrower shall not at any time release, transfer or make payments, or permit the Trustee to release, transfer or make payments from amounts on deposit in the Holding Fund or any Account therein to the Borrower or to a Fund or Account with a lower priority in the cash flow waterfall described in Section 5.03(b) of the Indenture, including any repayment of any Commission Loan or any release of such amounts to the Borrower (collectively, "Blocked Payments"), unless each of the following conditions (the "Blocked Payment Conditions") have been satisfied as of a Semi -Annual Payment Date: 1455925.01-WASSROIA - MSW 67 453 (i) the second (2nd) anniversary of the Debt Service Payment Commencement Date has occurred; (ii) no Payment Default or default in respect of the payment of principal or interest in respect of any Obligation shall have occurred and be continuing; (iii) all TIFIA Debt Service, all TIFIA Scheduled Debt Service, all TIFIA Scheduled Prepayment Amounts and all Annual Debt Service for all Payment Dates shall have been paid (including any amounts remaining unpaid from any prior period); (iv) the Senior Debt Service Coverage Ratio (1) for each Calculation Period occurring during the period of twenty-four (24) months ending on (and including) the most recent Calculation Date to occur (which may occur on such Semi -Annual Payment Date) in each case is or was, as applicable, equal to at least 1.30:1.00 and (2) for each Calculation Date occurring during the period of twenty-four (24) months ending on the second anniversary of such Semi -Annual Payment Date is, in each case, projected to equal at least 1.30:1.00; (v) the Total Debt Service Coverage Ratio (1) for each Calculation Period occurring during the period of twenty-four (24) months ending on (and including) the most recent Calculation Date to occur (which may occur on such Semi -Annual Payment Date) in each case is or was, as applicable, equal to at least 1.30:1.00 and (2) for each Calculation Date occurring during the period of twenty-four (24) months ending on the second anniversary of such Semi -Annual Payment Date is, in each case, projected to equal at least 1.30:1.00; (vi) each Reserve Account is fully funded, and all accounts or funds with minimum required balances or target balances under this Agreement shall be funded to 100% of the minimum required balance or target balance, as applicable; (vii) no Event of Default, or Event of Default which may exist with due notice or the passage of time or both, has occurred and is continuing; and (viii) no event of default or similar event has occurred and is continuing under any Principal Project Contract; provided, that with respect to clauses (iii) and (iv) above, the Total Debt Service Coverage Ratio and Senior Debt Service Coverage Ratio will be based solely on Toll Revenues described in clause (a) of the definition thereof and will exclude amounts available under any Credit Facility or in any Reserve Account or other Fund or Account. (e) Additional Project Contracts. The Borrower shall not, without the prior written consent of the TIFIA Lender, enter into any Additional Project Contract (or series of related contracts) that commits the Borrower to spend, or is reasonably expected to involve expenditures by the Borrower of, amounts that either: (i) exceed $2,500,000 in any Borrower Fiscal Year, or (ii), alone or when aggregated with the other Total Project Costs or Operation and Maintenance Expenses, as applicable, in the same line item of the applicable budget set forth in 1455925.01-WASSROIA - MSW 68 454 the Financial Plan most recently approved by the TIFIA Lender, would cause aggregate Total Project Costs or Operation and Maintenance Expenses, as applicable, for such line item in any Borrower Fiscal Year to exceed the amounts for such line item for any Borrower Fiscal Year reflected in the budget in the Financial Plan most recently approved by the TIFIA Lender. (0 No Prohibited Sale, Lease or Assignment. The Borrower shall not sell, lease or assign its rights in and to the Project, a substantial portion of the assets included in the Project, or its rights and obligations under any Related Document, in each case unless such sale, lease or assignment (i) could not reasonably be expected to result in a Material Adverse Effect, and (ii) is made by the Borrower in the ordinary course of business. (g) Organizational Documents; Fiscal Year. The Borrower shall not at any time (i) amend or modify its Organizational Documents (other than any amendment or modification that is of a ministerial nature and that is not adverse to the interests of any Secured Party under the Indenture or in the Trust Estate) without the prior written consent of the TIFIA Lender, or (ii) adopt any fiscal year other than the Borrower Fiscal Year, except with thirty (30) days' prior written notice to the TIFIA Lender. (h) Transactions with other Governmental Authorities. Except for the transactions expressly contemplated in the TIFIA Loan Documents, the Borrower shall not (i) sell or transfer any property or assets constituting part of the Project to, or purchase or acquire any property or assets of, any other Governmental Authority, or (ii) otherwise engage in any other transactions in connection with the Project with, any other Governmental Authority (including any other Governmental Authority of or in the State) the terms and provisions of which are materially adverse to the Borrower or the Project or that could reasonably be expected to result in a Material Adverse Effect. (i) No Payment with Federal Funds. The Borrower shall not pay any portion of TIFIA Debt Service nor any other amount to the TIFIA Lender or the Government pursuant to the TIFIA Loan Documents with funds received directly or indirectly from the Government. (j) Change in Legal Structure; Mergers and Acquisitions; No Fundamental Change. The Borrower shall not, and shall not agree to: (0 acquire by purchase or otherwise the business, property or fixed assets of, or equity interests or other evidence of beneficial ownership interests in, any Person, other than purchases or other acquisitions of inventory or materials or spare parts or Capital Expenditures, each in the ordinary course of business in compliance with the annual budget set forth in the Financial Plan most recently approved by the TIFIA Lender; or (ii) reorganize, consolidate with, or merge into another Person unless (A) such merger or consolidation is with or into another entity established and Controlled by Caltrans, and, in each case, including reorganization, does not adversely affect or impair to any extent or in any manner (1) the Revenues or other elements of the Trust Estate, or (2) the availability of the Revenues for the payment and security of the obligations of the Borrower under this Agreement; and (B) the Borrower provides to the 1455925.01-WASSROIA - MSW 69 455 TIFIA Lender, no later than sixty (60) days prior to the date of reorganization, consolidation or merger, prior written notice of such reorganization, consolidation or merger and the agreements and documents authorizing the reorganization, consolidation or merger, satisfactory in form and substance to the TIFIA Lender. The documents authorizing any reorganization, consolidation or merger shall contain a provision, satisfactory in form and substance to the TIFIA Lender, that, following such reorganization, consolidation or merger, the successor will assume, by operation of law or otherwise, the due and punctual performance and observance of all of the representations, warranties, covenants, agreements and conditions of this Agreement and the other Related Documents to which the Borrower is a party. In addition, the Borrower shall provide all information concerning such reorganization, consolidation or merger as shall have been reasonably requested by the TIFIA Lender. (k) No Defeasance of TIFIA Bond. The Borrower shall not defease the TIFIA Bond pursuant to the Indenture without the prior written consent of the TIFIA Lender. (1) OFAC Compliance. The Borrower shall not: (i) violate (A) any applicable Anti -Money Laundering Laws, (B) any applicable Sanctions, (C) Anti -Corruption Laws or (D) any applicable anti -drug trafficking, anti -terrorism, or anti -corruption laws, civil or criminal; or (ii) use the proceeds of the TIFIA Loan for purposes other than those permitted by applicable law and as otherwise permitted under this Agreement and the other Related Documents. The Borrower shall not, and shall procure that and each of their respective directors, officers, employees, and agents, shall not, directly or indirectly, use the proceeds of the TIFIA Loan or lend to, make any payment to, contribute or otherwise make available any funds to any Affiliate, joint venture partner or other Person (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any applicable Anti -Corruption Laws, (ii) in any manner that would result in the violation of any applicable Anti -Money Laundering Laws, (iii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (ii) in any other manner that would result in the violation of any Sanctions by any Person (including the Administrator, the TIFIA Lender or any Principal Project Party). The Borrower shall not make a payment, directly or indirectly, to any Principal Project Party that has violated any of the laws referenced in Section 17(1)(i) or that is a Person described in Section 17(1)(ii). (m) Hedging. Other than interest rate hedging transactions expressly permitted hereunder, the Borrower shall not enter into any swap or hedging transaction, including inflation indexed swap transactions, "cap" or "collar" transactions, futures, or any other hedging transaction without the prior written consent of the TIFIA Lender. 1455925.01-WASSROIA - MSW 70 456 (n) Changes to I-15 Toll Policies. Borrower shall not make any change to its toll policies for the Project in a manner that would (i) lower toll rates for each category of vehicle or exempt a class of vehicle that is not currently exempt and (ii) reasonably be likely to result in a material reduction to projected Toll Revenues in comparison to the Base Case Projections, unless Borrower first demonstrates to the TIFIA Lender's satisfaction that, following the implementation of such change to the toll policies for the Project, Revenues are expected to product (A) a Senior Debt Service Coverage Ratio for each Calculation Period through the Final Maturity Date of not less than 1.50:1.00 and (B) a Total Debt Service Coverage Ratio for each Calculation Period through the Final Maturity Date of not less than 1.50:1.00. (o) Additional Projects/Non-System Projects. (0 The Borrower shall not undertake an Additional Project without the prior written consent of the TIFIA Lender, unless such Additional Project will be financed entirely from (w) funds available in the Capital Expenditures Fund, (x) proceeds of Additional Pari Passu Obligations issued pursuant to and in accordance with clause (c) of the definition of Additional Pari Passu Obligations, (y) Second Lien Obligations or Subordinate Obligations to which the TIFIA Lender has provided its prior written consent or (z) any combination of the foregoing. From and after the substantial completion of any Additional Project, such Additional Project shall be considered as part of the Project, any revenues derived from such Additional Project shall be treated as Revenues for all purposes of this Agreement and the Indenture, and such revenues shall be included in the Trust Estate for all purposes hereunder and under the Indenture. (ii) The Borrower may undertake Non -System Projects without the prior written consent of the TIFIA Lender, provided in each case that such Non -System Project must be financed entirely from (A) funds available in the Residual Fund after the payment of all amounts payable as a mandatory prepayment of the TIFIA Loan pursuant to Section 10(a)(i), (B) proceeds of Additional Pari Passu Obligations issued pursuant to and in accordance with clause (d) of the definition of Additional Pari Passu Obligations, subject to the limitation on the principal amount of such Obligations set forth therein, (C) other indebtedness of the Borrower that is neither secured by nor payable from any Revenues or other property in the Trust Estate, (D) other funds or revenues available to the Borrower that do not constitute Revenues or (E) any combination of the foregoing. Non -System Projects shall not be considered part of the Project and revenues derived from a Non -System Project shall not be treated as Revenues under this Agreement or the Indenture, and shall be excluded from the Trust Estate, unless otherwise mutually agreed by the Borrower and the TIFIA Lender. (p) Combination of Indenture and 2013 Master Indenture (SR-91 Express Lanes). The Borrower shall not amend any Indenture Document or take other action to consolidate the Obligations issued pursuant to the Indenture Documents and the obligations issued by the Borrower pursuant to the 2013 Master Indenture related to the financing of the RCTC-91 Express Lanes without the prior written consent of the TIFIA Lender, which consent shall be at the TIFIA Lender's sole discretion. In connection with any request or proposal from the Borrower to the TIFIA Lender related such a consolidation, the Borrower shall submit to the TIFIA Lender a traffic and revenue study prepared by the Traffic Consultant and projecting 1455925.01-WASSROIA - MSW 71 457 traffic and revenue based on the combined operations of the Project and the SR-91 Express Lanes, which study shall be in form and substance acceptable to the TIFIA Lender in its sole discretion. (q) I-15 Trust Fund. The Borrower shall not close the I-15 Trust Fund or utilize amounts on deposit in the I-15 Trust Fund for any purpose other than the making of Commission Loans until the expiration date of the Borrower's right to collect the sales tax described in the Riverside County Transportation Sales Tax Act, being Division 25 of the Public Utilities Code of the State of California (Section 240000 et seq.), Ordinance No. 02-001, adopted by the Borrower on May 8, 2002, and Ordinance No. 10-002, adopted by the Borrower on July 14, 2010. The Borrower shall not permit the Sales Tax Trustee to undertake any of the actions prohibited in the preceding sentence. Section 18. Indemnification. The Borrower shall indemnify the TIFIA Lender and any official, employee, agent or representative of the TIFIA Lender (each such Person being herein referred to as an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, fines, penalties, costs and expenses (including the fees, charges and disbursements of any counsel for any Indemnitee and the costs of environmental remediation), whether known, unknown, contingent or otherwise, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (a) the execution, delivery and performance of this Agreement or any of the other Related Documents, (b) the TIFIA Loan or the use of the proceeds thereof, or (c) the violation of any law, rule, regulation, order, decree, judgment or administrative decision relating to the environment, the preservation or reclamation of natural resources, the management, release or threatened release of any hazardous material or to health and safety matters; in each case arising out of or in direct relation to the Project; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, fines, penalties, costs or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. In case any action or proceeding is brought against an Indemnitee by reason of any claim with respect to which such Indemnitee is entitled to indemnification hereunder, the Borrower shall be entitled, at its expense, to participate in the defense thereof; provided that such Indemnitee has the right to retain its own counsel, at the Borrower's expense, and such participation by the Borrower in the defense thereof shall not release the Borrower of any liability that it may have to such Indemnitee. Any Indemnitee against whom any indemnity claim contemplated in this Section 18 is made shall be entitled, after consultation with the Borrower and upon consultation with legal counsel wherein such Indemnitee is advised that such indemnity claim is meritorious, to compromise or settle any such indemnity claim. Any such compromise or settlement shall be binding upon the Borrower for purposes of this Section 18. Nothing herein shall be construed as a waiver of any legal immunity that may be available to any Indemnitee. To the extent permitted by applicable law, neither the Borrower nor the TIFIA Lender shall assert, and each of the Borrower and the TIFIA Lender hereby waives, any claim against any Indemnitee or the Borrower, respectively, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any of the other Related Documents, the other transactions contemplated hereby and thereby, the TIFIA Loan or the use of the proceeds thereof, provided that nothing in this sentence shall limit the Borrower's indemnity obligations to the extent such damages are 1455925.01-WASSROIA - MSW 72 458 included in any third party claim in connection with which an Indemnitee is entitled to indemnification hereunder. All amounts due to any Indemnitee under this Section 18 shall be payable promptly upon demand therefor. The obligations of the Borrower under this Section 18 shall survive the payment or prepayment in full or transfer of the TIFIA Bond, the enforcement of any provision of this Agreement or the other Related Documents, any amendments, waivers (other than amendments or waivers in writing with respect to this Section 18) or consents in respect hereof or thereof, any Event of Default, and any workout, restructuring or similar arrangement of the obligations of the Borrower hereunder or thereunder. Section 19. Sale of TIFIA Loan. The TIFIA Lender shall not sell the TIFIA Loan at any time prior to the Substantial Completion Date. After such date, the TIFIA Lender may sell the TIFIA Loan to another entity or reoffer the TIFIA Loan into the capital markets only in accordance with the provisions of this Section 19. Such sale or reoffering shall be on such terms as the TIFIA Lender shall deem advisable. However, in making such sale or reoffering the TIFIA Lender shall not change the terms and conditions of the TIFIA Loan without the prior written consent of the Borrower in accordance with Section 30 (Amendments and Waivers). The TIFIA Lender shall provide, at least sixty (60) days prior to any sale or reoffering of the TIFIA Loan, written notice to the Borrower of the TIFIA Lender's intention to consummate such a sale or reoffering; provided, however, that no such notice shall be required during the continuation of any Event of Default. The provision of any notice pursuant to this Section 19 shall not (x) obligate the TIFIA Lender to sell nor (y) provide the Borrower with any rights or remedies in the event the TIFIA Lender, for any reason, does not sell the TIFIA Loan. Section 20. Events of Default and Remedies. (a) An "Event of Default" shall exist under this Agreement if any of the following occurs: (0 Payment Default. The Borrower shall fail to pay any of the principal amount of or interest on the TIFIA Loan (including TIFIA Debt Service required to have been paid pursuant to the provisions of Section 9 (Payment of Principal and Interest), and any mandatory prepayment required pursuant to the provisions of Section 10(a) (Mandatory Prepayments)), when and as the payment thereof shall be required under this Agreement or the TIFIA Bond or on the Final Maturity Date (each such failure, a "Payment Default"); provided, however, that failure to pay the TIFIA Scheduled Prepayment Amount shall not be a Payment Default hereunder if the amount on deposit in the TIFIA Scheduled Prepayment Account was insufficient therefor notwithstanding compliance by the Borrower and the Trustee with Section 8(d) (Security and Priority; Flow of Funds). (ii) Covenant Default. The Borrower shall fail to observe or perform any covenant, agreement or obligation of the Borrower under this Agreement, the TIFIA Bond or any other TIFIA Loan Document (other than in the case of any Payment Default or any Development Default), and such failure shall not be cured within thirty (30) days after the earlier to occur of (A) receipt by the Borrower from the TIFIA Lender of written notice thereof, or (B) the Borrower's knowledge of such failure; provided, however, that if such failure is capable of cure but cannot reasonably be cured within such thirty (30) 1455925.01-WASSROIA - MSW 73 459 day cure period, then no Event of Default shall be deemed to have occurred or be continuing under this Section 20(a)(ii) (Covenant Default), and such thirty (30) day cure period shall be extended by up to one hundred fifty (150) additional days, if and so long as (x) within such thirty (30) day cure period the Borrower shall commence actions reasonably designed to cure such failure and shall diligently pursue such actions until such failure is cured, and (y) such failure is cured within one hundred eighty (180) days of the date specified in either (A) or (B) above, as applicable. (iii) Development Default. A Development Default shall occur, in which case the TIFIA Lender may (A) suspend the disbursement of TIFIA Loan proceeds under this Agreement and (B) pursue such other remedies as provided in this Section 20 (Events of Default and Remedies). If so requested by the TIFIA Lender in connection with a Development Default, the Borrower shall immediately repay any unexpended TIFIA Loan proceeds previously disbursed to the Borrower. (iv) Misrepresentation Default. Any of the representations, warranties or certifications of the Borrower made in or delivered pursuant to the TIFIA Loan Documents (or in any certificates delivered by the Borrower in connection with the TIFIA Loan Documents) shall prove to have been false or misleading in any material respect when made or deemed made (or any representation and warranty that is subject to a materiality qualifier shall prove to have been false or misleading in any respect); provided that no Event of Default shall be deemed to have occurred under this Section 20(a)(iv) (Misrepresentation Default) if and so long as: (A) such misrepresentation is not intentional; (B) such misrepresentation is not a misrepresentation in respect of Section 14(h) (No Debarment), Section 14(j) (Compliance with Federal Requirements), Section 14(k) (Transportation Improvement Program), Section 14(q) (OFAC; Anti -Money Laundering; Anti -Corruption Laws), Section 14(ee) (Patriot Act), or Section [include additional representations and warranties, as applicable]; (C) in the reasonable determination of the TIFIA Lender, such misrepresentation has not had, and would not reasonably be expected to result in, a Material Adverse Effect; (D) in the reasonable determination of the TIFIA Lender, the underlying issue giving rise to the misrepresentation is capable of being cured; (E) the underlying issue giving rise to the misrepresentation is cured by the Borrower within thirty (30) days from the date on which the Borrower first became aware (or reasonably should have become aware) of such misrepresentation; and (F) the Borrower diligently pursues such cure during such thirty (30) day period. 1455925.01-WASSROIA - MSW 74 460 (v) Acceleration of Other Obligations. Any acceleration shall occur of the maturity of any Additional Pari Passu Obligations, Second Lien Obligations or Subordinate Obligations or any such Additional Pari Passu Obligations, Second Lien Obligations or Subordinate Obligations shall not be paid in full upon the final maturity thereof. (vi) Cross Default. (A) Any of the representations, warranties or certifications of the Borrower made in or delivered pursuant to the Indenture Documents, or made in or delivered pursuant to the documents (the "Other Loan Documents") under which any Additional Pari Passu Obligation is created or incurred, shall prove to be false or misleading in any material respect (each an "Other Indebtedness Misrepresentation Default"), or any default shall occur in respect of the performance of any covenant, agreement or obligation of the Borrower under the Indenture Documents or the Other Loan Documents, and such default shall be continuing after the giving of any applicable notice and the expiration of any applicable grace period specified in the Indenture Documents or the Other Loan Documents (as the case may be) with respect to such default (each an "Other Indebtedness Covenant Default"), if the effect of such Other Indebtedness Misrepresentation Default or Other Indebtedness Covenant Default shall be to permit the immediate acceleration of the maturity of any or all of the Obligations, and, in the case of any such Other Indebtedness Misrepresentation Default or Other Indebtedness Covenant Default, the Borrower shall have failed to cure such Other Indebtedness Misrepresentation Default or Other Indebtedness Covenant Default or to obtain an effective written waiver thereof in accordance with the terms of such Obligations and the applicable Indenture Documents. (B) The Borrower shall default in the timely performance of any covenant, agreement or obligation under any Related Document or any Related Document shall be terminated prior to its scheduled expiration (unless in any case such default or termination could not reasonably be expected to have a Material Adverse Effect), and the Borrower shall have failed to cure such default or to obtain an effective written waiver or revocation thereof prior to the expiration of the applicable grace period specified in any such Related Document, or to obtain an effective revocation of such termination (as the case may be); provided, however, that no Event of Default shall be deemed to have occurred or be continuing under this Section 20(a)(vi)(B) (Cross Default) if, in the case of any termination of a Principal Project Contract, the Borrower replaces such Principal Project Contract with a replacement agreement (1) entered into with another counterparty that (I) is of similar or greater creditworthiness and experience as the counterparty being replaced was at the time the applicable Principal Project Contract was originally executed (or otherwise reasonably acceptable to the TIFIA Lender) and (II) is not, at the time of such replacement, suspended or debarred or subject to a proceeding to suspend or debar from bidding, proposing or contracting with any federal or state department or agency, (2) on substantially the same terms and conditions as the Principal Project Contract being replaced (or otherwise reasonably acceptable to the TIFIA Lender) and (3) effective as of the date of termination of the Principal Project Contract being replaced. 1455925.01-WASSROIA - MSW 75 461 (vii) Judgments. One or more judgments (A) for the payment of money in an aggregate amount in excess of $1,000,000 (inflated annually by CPI) that are payable from Revenues and are not otherwise fully covered by insurance (for which the insurer has acknowledged and not disputed coverage) or (B) that would reasonably be expected to result in a Material Adverse Effect shall, in either case, be rendered against the Borrower, and the same shall remain undischarged for a period of thirty (30) consecutive days during which time period execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower to enforce any such judgment. (viii) Failure to Maintain Existence. The Borrower shall fail to maintain its existence as a [a county transportation commission duly existing under the laws of the State], unless at or prior to the time the Borrower ceases to exist in such form a successor public agency or governing body has been created by the State pursuant to a valid and unchallenged State law and has succeeded to the assets of the Borrower and has assumed all of the obligations of the Borrower under the TIFIA Loan Documents and the Indenture Documents, including the payment of all Obligations. (ix) Occurrence of a Bankruptcy Related Event. (A) A Bankruptcy Related Event shall occur with respect to the Borrower or (B) a Bankruptcy Related Event shall occur with respect to any Principal Project Party. (x) Project Abandonment. The Borrower shall abandon the Project. (xi) Invalidity of TIFIA Loan Documents. (A) Any TIFIA Loan Document ceases to be in full force and effect (other than as a result of the termination thereof in accordance with its terms) or becomes void, voidable, illegal or unenforceable, or any party thereto (other than the TIFIA Lender) contests in any manner the validity or enforceability of any TIFIA Loan Document to which it is a party or denies it has any further liability under any TIFIA Loan Document to which it is a party, or purports to revoke, terminate or rescind any TIFIA Loan Document to which it is a party; or (B) any Indenture Document ceases (other than as expressly permitted thereunder) to be effective to grant a valid and binding security interest on any material portion of the Trust Estate other than as a result of actions or a failure to act by, and within the control of, the Trustee or any Secured Party, and with the priority purported to be created thereby. (xii) Cessation of Operations. Operation of the Project shall cease for a continuous period of not less than one hundred eighty (180) days unless such cessation of operations shall occur by reason of an Uncontrollable Force that is not due to the fault of the Borrower (and which the Borrower could not reasonably have avoided or mitigated) and the Borrower shall [either be self -insured in an amount sufficient to cover, or] shall have in force an insurance policy or policies under which the Borrower is entitled to recover amounts sufficient to pay (and may use such amounts to pay) all Annual Debt Service, TIFIA Debt Service and costs and expenses of the Borrower during such cessation of operations. 1455925.01-WASSROIA - MSW 76 462 (xiii) Initial Funding of Required Amounts. The Borrower shall fail to deposit into any of the Funds or Accounts described in clauses [(i), (ii), (iii), (iv), (v), (vi) and (vii)] of Section 16(k) one hundred percent (100%) of the initial required minimum balance on or prior to the date as of which such required minimum balance must be initially funded in accordance with Section 16(k) and the applicable Indenture Documents. (xiv) Commission Backstop Loan. Subject to limits on the annual and aggregate amounts of Commission Backstop Loans pursuant to Section 16(v), the Borrower shall (A) fail to cause Sales Tax Revenues to be deposited into the I-15 Trust Fund for any reason other than due to an insufficiency of Sales Tax Revenues at the funding level for the I-15 Trust Fund within the Sales Tax Bond in annual and aggregate amounts that correspond to the maximum annual and aggregate amounts for Commission Backstop Loans set forth in Section 16(v) Indenture to make Commission Backstop Loans in the amounts and at the times required to make up any funding shortfalls or (B) fail to cause the Sales Tax Trustee to transfer funds from the I-15 Trust Fund into the Toll Revenue Fund in the amounts and at the times necessary to make any payment required hereunder or pursuant to any other Related Document that otherwise would not be made due to the insufficiency of Revenues, subject to the annual and aggregate funding limitations set forth in Section 16(v). (b) Upon the occurrence of an Event of Default described in Section 20(a)(iii) (Development Default), all obligations of the TIFIA Lender hereunder with respect to the disbursement of any undisbursed amounts of the TIFIA Loan shall immediately be deemed terminated. (c) Upon the occurrence of any Bankruptcy Related Event with respect to the Borrower, all obligations of the TIFIA Lender hereunder with respect to the disbursement of any undisbursed amounts of the TIFIA Loan shall automatically be deemed terminated, and the Outstanding TIFIA Loan Balance, together with all interest accrued thereon and all fees, costs, expenses, indemnities and other amounts payable under this Agreement, the TIFIA Bond or the other TIFIA Loan Documents, shall automatically become immediately due and payable, without presentment, demand, notice, declaration, protest or other requirements of any kind, all of which are hereby expressly waived. (d) Upon the occurrence of any other Event of Default, the TIFIA Lender, by written notice to the Borrower, may (A) suspend or terminate all of its obligations hereunder with respect to the disbursement of any undisbursed amounts of the TIFIA Loan, and (B) declare the unpaid principal amount of the TIFIA Bond to be, and the same shall thereupon forthwith become, immediately due and payable, together with the interest accrued thereon and all fees, costs, expenses, indemnities and other amounts payable under this Agreement, the TIFIA Bond or the other TIFIA Loan Documents, all without presentment, demand, notice, protest or other requirements of any kind, all of which are hereby expressly waived. (e) Whenever any Event of Default hereunder shall have occurred and be continuing, the TIFIA Lender shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of any sums due and unpaid hereunder or under 1455925.01-WASSROIA - MSW 77 463 the TIFIA Bond or the other TIFIA Loan Documents, and may prosecute any such judgment or final decree against the Borrower and collect in the manner provided by law out of the property of the Borrower the moneys adjudged or decreed to be payable, and the TIFIA Lender shall have all of the rights and remedies of a creditor, including all rights and remedies of a secured creditor and a creditor under the Uniform Commercial Code, and may take such other actions at law or in equity as may appear necessary or desirable to collect all amounts payable by Borrower under this Agreement, the TIFIA Bond or the other TIFIA Loan Documents then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Agreement, the TIFIA Bond or the other TIFIA Loan Documents. (0 Whenever any Event of Default hereunder shall have occurred and be continuing, the TIFIA Lender may suspend or debar the Borrower from further participation in any Government program administered by the TIFIA Lender and to notify other departments and agencies of such default. (g) No action taken pursuant to this Section 20 (Events of Default and Remedies) shall relieve Borrower from its obligations pursuant to this Agreement, the TIFIA Bond or the other TIFIA Loan Documents, all of which shall survive any such action. Section 21. Accounting and Audit Procedures; Inspections; Reports and Records. (a) Accounting and Audit Procedures. The Borrower shall establish fiscal controls and accounting procedures sufficient to assure proper accounting for all Project -related transactions (including collection of Revenues, and any other revenues attributable to the Project, and TIFIA Loan requisitions received and disbursements made with regard to the Project), so that audits may be performed to ensure compliance with and enforcement of this Agreement. The Borrower shall use accounting, audit and fiscal procedures conforming to GAAP, including, with respect to the TIFIA Loan, accounting of principal and interest payments, disbursements, prepayments and calculation of interest and principal amounts outstanding. (b) Inspections. So long as the TIFIA Loan or any portion thereof shall remain outstanding and until five (5) years after the TIFIA Loan shall have been paid in full, the TIFIA Lender shall have the right, upon reasonable prior notice, to visit and inspect any of the locations or properties of the Borrower, to examine its books of account and records, to make copies and extracts therefrom at the Borrower's expense, and to discuss the Borrower's affairs, finances and accounts with, and to be advised as to the same by, its officers and employees and its independent public accountants (and by this provision the Borrower irrevocably authorizes its independent public accountants to discuss with the TIFIA Lender the affairs, finances and accounts of the Borrower, whether or not any representative of the Borrower is present, it being understood that nothing contained in this Section 21(b) is intended to confer any right to exclude any such representative from such discussions), all at such reasonable times and intervals as the TIFIA Lender may desire. The Borrower agrees to pay all out-of-pocket expenses incurred by the TIFIA Lender in connection with the TIFIA Lender's exercise of its rights under this Section 21(b) at any time when an Event of Default shall have occurred and be continuing. (c) Reports and Records. The Borrower shall maintain and retain all files relating to the Project, the Revenues and the TIFIA Loan until three (3) years after the later of 1455925.01-WASSROIA - MSW 78 464 the date on which (i) all rights and duties hereunder and under the TIFIA Bond (including payments) have been fulfilled and any required audits have been performed and (ii) any litigation relating to the Project, the Revenues, the TIFIA Loan or this Agreement is finally resolved or, if the TIFIA Lender has reasonable cause to extend such date, a date to be mutually agreed upon by the TIFIA Lender and the Borrower. The Borrower shall provide to the TIFIA Lender in a timely manner all records and documentation relating to the Project or the Revenues that the TIFIA Lender may reasonably request from time to time. (d) Copies of Senior Debt Related Notices. The Borrower shall provide to the TIFIA Lender, promptly after the sending or receipt thereof, copies of (i) final ratings presentations sent to, and any notices, reports or other written materials (other than those that are ministerial in nature) received from, any Nationally Recognized Rating Agency that has provided, or is being requested to provide, a rating with respect to the Project or any indebtedness of the Borrower that is or will be secured by or paid from the Revenues, (ii) all notices and other written communications, other than those that are non -substantive or ministerial in nature, received by it from the Trustee or any Bondholder, and (iii) all reports, notices and other written materials, other than those that are non -substantive or ministerial in nature, required to be sent to the Trustee or any Bondholder under the Indenture Documents, including all such notices, other than those that are non -substantive or ministerial in nature, relating to any of the Principal Project Contracts; unless, in each case, the TIFIA Lender notifies the Borrower that any such reports, notices and/or other written materials no longer need to be provided. (e) Required Audit. The Borrower shall have a single or program -specific audit conducted in accordance with 2 C.F.R. Part 200 Subpart F and 31 U.S.C. § 7502 in 2017 and annually thereafter, except to the extent biennial audits are permitted for the Borrower pursuant to 2 C.F.R. § 200.504 and 31 U.S.C. § 7502(b). Upon reasonable notice, the Borrower shall cooperate fully in the conduct of any periodic or compliance audits conducted by the TIFIA Lender, the USDOT, or designees thereof, pursuant to 49 C.F.R. § 80.19, 31 U.S.C. § 7503(b), or 31 U.S.C. § 6503(h) and shall provide full access to any books, documents, papers or other records that are pertinent to the Project or the TIFIA Loan, to the Secretary, or the designee thereof, for any such project or programmatic audit. Section 22. Financial Plan, Statements, and Reports. (a) Financial Plan. The Borrower shall provide to the TIFIA Lender and the FHWA Division Office, within sixty (60) days after the Effective Date and annually thereafter not later than ninety (90) days after the beginning of each Borrower Fiscal Year, a Financial Plan. The Financial Plan submitted within sixty (60) days after the Effective Date should be consistent in all respects with the projections, assumptions and other information contained or reflected in the Base Case Financial Model. The Financial Plan shall not reflect amortization of Additional Pari Passu Obligations until such time as all currently accruing interest on the TIFIA Loan is being paid in full. The initial and each subsequent Financial Plan delivered hereunder shall be subject to approval by the TIFIA Lender. (0 The Financial Plan shall be prepared in accordance with recognized financial reporting standards, such as those in the "Guide for Prospective 1455925.01-WASSROIA - MSW 79 465 Financial Information" of the American Institute of Certified Public Accountants, and shall be in form and substance satisfactory to the TIFIA Lender. (ii) The Financial Plan shall include: (A) a certificate signed by the Borrower's Authorized Representative to the effect that the Financial Plan, including the assumptions and supporting documentation, is accurate and reasonable to the best of the Borrower's knowledge and belief; (B) a certificate signed by the Borrower's Authorized Representative demonstrating that annual projected Revenues shall be sufficient to meet the Loan Amortization Schedule and to meet the Rate Coverage Test established pursuant to Section 16(1) (Rate Coverage); and (C) an electronic copy of a Revised Financial Model for the period from the Effective Date through the Final Maturity Date, in substantially the form of the Base Case Financial Model, based upon assumptions and projections with respect to the Revenues, expenses and other financial aspects of the Project that shall reflect the prior experience and current status of the Project, and the expectations of the Borrower with respect to the Project, as of the most recent practicable date prior to the delivery of such Revised Financial Model. (iii) For the period through the Substantial Completion Date, the Financial Plan shall: (A) provide the current estimate of Total Project Costs and the remaining cost to complete the Project, identify any significant cost changes since the previous Financial Plan, discuss reasons for and implications of the cost changes, and include a summary table showing the history of Total Project Costs by major activity or category in comparison to the Base Case Financial Model and the preceding Financial Plan; (B) provide updates to the Construction Schedule, including (1) an update, if any, to the Projected Substantial Completion Date and an explanation of any such adjustment and (2) an update, if any, to the Final Maturity Date (but in no event shall the Final Maturity Date be later than the date that is thirty-five (35) years following the Substantial Completion Date; (C) identify major milestones for each phase of the Project and compare current milestone dates with the milestone dates in the Construction Schedule and in the preceding Financial Plan, and discuss reasons for changes in Project milestones; (D) provide current estimates of sources and uses of funds for the Project, identify any significant funding changes since the preceding Financial Plan, discuss reasons for and implications of the funding changes, and include a summary table showing the history of Project funding in comparison to the Base Case Financial Model and the preceding Financial Plan; (E) provide an updated cash flow schedule showing annual cash needs versus available revenue and funding to meet those needs and identify 1455925.01-WASSROIA - MSW 80 466 any potential revenue and funding shortfalls, and addressing contingency measures that will or may be taken to address any shortfalls; (F) based on the updated cash flow schedule, provide projected Senior Debt Service Coverage Ratios and Total Debt Service Coverage Ratios through the Final Maturity Date; (G) provide cost containment strategies and risk mitigation plans that have been or may be implemented to address factors that are affecting or could affect the scheduled completion or financial viability of the Project; (H) provide the total value of approved changes in Project design or scope, and provide a listing of each individual change valued at $5,000,000 or more, setting forth the rationale or need for the proposed change and describing the impact of such change on the Project; (I) to the extent that any Hedging Transactions are then in effect, report on the notional amounts covered by such Hedging Transactions; and (J) contain, in form and substance satisfactory to the TIFIA Lender, a written narrative executive summary of the topics described in clauses (A) through (I) above since the Effective Date and since the preceding Financial Plan, describing in reasonable detail all material matters that may affect the future performance of the Borrower's obligations under this Agreement, including any adjustment to the Projected Substantial Completion Date, and the causes thereof. (iv) For the period following the Substantial Completion Date until repayment of the TIFIA Loan in full, the Financial Plan shall: (A) provide an updated cash flow schedule showing annual cash inflows (Revenues, interest and other income including, for the avoidance of doubt, amounts in the I-15 Trust Fund) and outflows (Operation and Maintenance Expenses, Repair and Rehabilitation Fund Permitted Expenditures, Capital Expenditures, Annual Debt Service, TIFIA Debt Service, replenishment of reserves and other uses) with a narrative identifying any potential revenue or funding shortfall and discussing contingency measures that will or may be taken to address any shortfalls; (B) report on variances during the prior Borrower Fiscal Year between the actual Operation and Maintenance Expenses and Repair and Rehabilitation Fund Permitted Expenditures incurred and the budgeted Operation and Maintenance Expenses and Repair and Rehabilitation Fund Permitted Expenditures as shown in the Financial Plan for such prior Borrower Fiscal Year, together with a brief narrative explanation of the reasons for any such variance of [ten percent (10%)] or more; (C) provide current and estimated amounts of Revenues received and the amounts deposited into each of the accounts and subaccounts 1455925.01-WASSROIA - MSW 81 467 established under the Indenture Documents and the amount disbursed from such funds and accounts and the balance in each of the funds and accounts; (D) provide an updated budget for Operation and Maintenance Expenses and Repair and Rehabilitation Fund Permitted Expenditures for the current Borrower Fiscal Year; (E) provide an updated schedule of actual and projected Revenues, showing actual and projected Senior Debt Service Coverage Ratios and Total Debt Service Coverage Ratios, and report on variances during the prior Borrower Fiscal Year between the Revenues actually received and the budged Revenues as shown in the Financial Plan for such prior Borrower Fiscal Year, together with a brief narrative explanation of the reasons for any such variance of [ten percent (10%)] or more; (F) provide an updated projection of Repair and Rehabilitation Fund Permitted Expenditures confirmed in writing by the Consulting Engineer; (G) provide a schedule of then current toll rates, receipts, and charges and all returns, fees or moneys constituting Revenues and planned increases thereto; (H) to the extent that any Hedging Transactions are then in effect, report on the notional amounts and mark to market values under such Hedging Transactions; and (I) contain, in form and substance satisfactory to the TIFIA Lender, a written narrative executive summary of the topics described in clauses (A) through (H) above since the Effective Date and since the preceding Financial Plan, including in reasonable detail (i) an explanation of any variances in costs or revenues in comparison to the Base Case Financial Model and the preceding Financial Plan, and (ii) a description of any material matters that may affect the future performance of the Borrower's obligations under this Agreement and the causes thereof, including traffic and revenue reports, operational contracts, and third -party transactions. (b) Modifications to Total Project Costs. For the period through the Substantial Completion Date, the Borrower shall provide the TIFIA Lender with written notification at least [thirty (30)] days prior to instituting any increase or decrease to the aggregate Total Project Costs in an amount equal to or greater than [ ], which notification shall set forth the nature of the proposed increase or decrease and an estimate of the impact of such increase or decrease on the capital costs and operating costs of the Project, and the Financial Plan. The Borrower's notice shall demonstrate that the proposed increase or decrease is consistent with the provisions of this Agreement, is necessary or beneficial to the Project, does not materially impair the TIFIA Lender's security or the Borrower's ability to comply with its obligations under the Related Documents (including any financial ratios or covenants included therein), and could not reasonably be expected to result in a Material Adverse Effect. 1455925.01-WASSROIA - MSW 82 468 (c) Financial Statements. The Borrower shall furnish to the TIFIA Lender: (0 (A) as soon as available, but no later than sixty (60) days after the end of the first, second and third quarterly period of each Borrower Fiscal Year, an unaudited income statement and balance sheet of the Borrower as of the end of such period and the related unaudited statements of operations and of cash flow of the Borrower for such period and for the portion of the Borrower Fiscal Year through the end of such period, setting forth in each case in comparative form the figures for the previous period, certified by the chief executive officer or chief financial officer of the Borrower or any Borrower's Authorized Representative fairly stating in all material respects the financial condition of the Borrower as at the end of such period and the results of its operations and its cash flows for such period (subject to normal year-end audit adjustments); and (B) as soon as available, but no later than one hundred twenty (120) days after the end of each Borrower Fiscal Year, a copy of the audited income statement and balance sheet of the Borrower as of the end of such Borrower Fiscal Year and the related audited statements of operations and of cash flow of the Borrower for such Borrower Fiscal Year, setting forth in each case in comparative form the figures for the previous Borrower Fiscal Year, certified without a "going concern" or like qualification or exception, or qualification as to the scope of the audit, by an independent public accounting firm selected by the Borrower and which is reasonably acceptable to the TIFIA Lender. (ii) All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP (or in the case of non-U.S. Persons, substantially equivalent principles) applied consistently throughout the periods reflected therein (except for changes approved or required by the independent public accountants certifying such statements and disclosed therein). (d) Officer's Certificate. The Borrower shall furnish to the TIFIA Lender, together with each delivery of annual audited or interim unaudited financial statements of the Borrower pursuant to Section 22(c) (Financial Statements), a certificate signed by the chief executive officer or chief financial officer of the Borrower or any Borrower's Authorized Representative, stating whether or not, to the Borrower's knowledge, during the quarterly or annual period (as the case may be) covered by such financial statements, there occurred any Event of Default or event that, with the giving of notice or the passage of time or both, would become an Event of Default, and, if any such Event of Default or other event shall have occurred during such period, the nature of such Event of Default or other event and the actions that the Borrower has taken or intends to take in respect thereof. Section 23. Project Oversight and Monitoring. (a) Project Development, Design and Construction. The TIFIA Lender shall have the right in its sole discretion to monitor (or direct its agents to monitor) the development, including environmental compliance, design, right-of-way acquisition, and construction of the 1455925.01-WASSROIA - MSW 83 469 Project. Caltrans shall be responsible for administering construction oversight of the Project in accordance with the FHWA Oversight Agreement. Caltrans' oversight of Project development, environmental compliance, design, right-of-way acquisition, and construction monitoring shall be conducted pursuant to the FHWA Oversight Agreement, which may be amended from time to time upon mutual agreement of Caltrans and the FHWA Division Office, or when so required by federal statute or otherwise required by the Congress. The Borrower agrees to cooperate in good faith with the TIFIA Lender in the conduct of such monitoring by promptly providing the TIFIA Lender and the FHWA Division Office with such reports, documentation or other information as shall be requested by the TIFIA Lender and [the FHWA Division Office, or its agents, including any Consulting Engineer reports, documentation or information. (b) Reporting. The Borrower shall furnish to the TIFIA Lender the documentation described below. (i) Monthly Construction Progress Report. On or before the last Business Day of any calendar month during the Construction Period, a report executed by a Borrower's Authorized Representative that: (A) specifies the amount of Total Project Costs expended since the Effective Date as well as during the preceding calendar month and the amount of Total Project Costs estimated to be required to complete the Project; (B) provides a demonstration that the Borrower has sufficient funds (including funds on hand and funds obtainable without undue delay or conditions that cannot reasonably be satisfied by the Borrower as and when such funds are needed) to complete the Project; (C) provides an assessment of the overall construction progress of the Project since the date of the last report and since the Effective Date, together with an assessment of how such progress compares to the Construction Schedule; (D) specifies the most recent projections for the Substantial Completion Date as compared to the Projected Substantial Completion Date specified in the Financial Plan most recently approved by the TIFIA Lender; (E) provides a detailed description of all material problems (including actual and anticipated cost and/or schedule overruns, if any) encountered or anticipated in connection with the construction of the Project since the date of the last report, together with an assessment of how such problems may impact the Construction Schedule and the meeting of critical dates thereunder and a detailed description of the proposed solutions to any such problems; (F) specifies the delivery status of major equipment and the effect, if any, that the anticipated delivery dates of such equipment has on the overall Construction Schedule; (G) specifies any proposed or pending change orders; 1455925.01-WASSROIA - MSW 84 470 (H) specifies any material changes or deviations from the Borrower's land procurement plans or schedule; (I) includes a copy of each report delivered by the Design - Build Contractor to the Borrower that has not previously been delivered to the TIFIA Lender in a prior report delivered pursuant to this Section 23(b)(i) (Monthly Construction Progress Report); and (J) provides a discussion or analysis of such other matters related to the Project as the TIFIA Lender may reasonably request. The Borrower shall respond, and use commercially reasonable efforts to cause the Design -Build Contractor to respond, to the TIFIA Lender's inquiries regarding such report, the construction of the Project and the Design -Build Contractor's performance of its obligations under the Design -Build Contract. (ii) Quarterly Traffic and Operating Report. For the period commencing after the Substantial Completion Date, deliver to the TIFIA Lender, not later than ninety (90) days after the end of each financial quarter, a traffic and operating report showing (A) the operating data for the Project for the previous financial quarter, including total Revenues received and total Operation and Maintenance Expenses and Capital Expenditures incurred, (B) the variances for such period between the Revenues actually received and the budgeted Revenues as shown in the Financial Plan most recently approved by the TIFIA Lender, together with a brief narrative explanation of the reasons for any such variance of [ten percent (10%)] or more, and (C) the variances for such period between the actual Operation and Maintenance Expenses incurred and the budgeted Operation and Maintenance Expenses as shown in the Financial Plan, together with a brief narrative explanation of the reasons for any such variance of [ten percent (10%)] or more. (iii) Requested Information. The Borrower shall, at any time while the TIFIA Loan remains outstanding, promptly deliver to the TIFIA Lender such additional information regarding the business, financial, legal or organizational affairs of the Borrower or regarding the Project or the Revenues as the TIFIA Lender may from time to time reasonably request, including copies of agreements related to the acquisition or control of any Project right-of-way. (c) Project Operations. For the period following the Substantial Completion Date, the TIFIA Lender shall have the right, in its sole discretion, to monitor (or direct its agents to monitor) the Project's operations and, as the TIFIA Lender may request from time to time, to receive reporting on the operation and management of the Project, and copies of any contracts relating to the operation, maintenance, and safety services for the Project. The Borrower agrees to cooperate in good faith with the TIFIA Lender in the conduct of such monitoring by promptly providing the TIFIA Lender with such reports, documentation, or other information requested by the TIFIA Lender. The TIFIA Lender has the right, in its sole discretion, to retain a financial oversight advisor, under a contract with the TIFIA Lender, to carry out the provisions of this Section 23(c), and the full cost of such monitoring shall be borne by the Borrower. Any costs incurred by the TIFIA Lender for such monitoring, including the costs of any financial oversight 1455925.01-WASSROIA - MSW 85 471 advisor, shall be promptly reimbursed by the Borrower upon demand therefor in the form of an invoice reasonably acceptable to the Borrower. (d) Consulting Engineer. The Borrower shall retain a Consulting Engineer throughout the term of this Agreement. The Consulting Engineer shall advise the TIFIA Lender (with a duty of care to the TIFIA Lender) with regard to all technical matters related to the performance by the Borrower of its obligations under this Agreement and the Related Documents. The Borrower may replace the Consulting Engineer, subject to the TIFIA Lender's right to object to any replacement Consulting Engineer in accordance with this Section 23(d) (Consulting Engineer). The Borrower shall provide the TIFIA Lender with thirty (30) Business Days advance written notice of any proposed replacement of the Consulting Engineer, together with supporting information concerning the qualifications of the proposed replacement Consulting Engineer. The proposed replacement Consulting Engineer shall become the Consulting Engineer thirty (30) Business Days following the date of the notice provided by the Borrower under this Section 23(d) Consulting Engineer, unless the TIFIA Lender objects in writing within fifteen (15) Business Days following receipt of the Borrower's notice. Any such objection by the TIFIA Lender shall include a reasonable description of its reasons for objecting to the proposed replacement Consulting Engineer. The Borrower shall pay for all services performed by the Consulting Engineer. Section 24. No Personal Recourse. No official, employee or agent of the TIFIA Lender or the Borrower or any Person executing this Agreement or any of the other TIFIA Loan Documents shall be personally liable on this Agreement or such other TIFIA Loan Documents by reason of the issuance, delivery or execution hereof or thereof. Section 25. No Third Party Rights. The parties hereby agree that this Agreement creates no third party rights against the Borrower, the Government, or the TIFIA Lender, solely by virtue of the TIFIA Loan, and the Borrower agrees to indemnify and hold the TIFIA Lender, the Servicer (if any), the Executive Director, and the Government harmless, to the extent permitted by law and in accordance with Section 18 (Indemnification), from any lawsuit or claim arising in law or equity solely by reason of the TIFIA Loan, and that no third party creditor or creditors of the Borrower shall have any right against the TIFIA Lender with respect to the TIFIA Loan made pursuant to this Agreement. Section 26. Borrower's Authorized Representative. The Borrower shall at all times have appointed a Borrower's Authorized Representative by designating such Person or Persons from time to time to act on the Borrower's behalf pursuant to a written certificate furnished to the TIFIA Lender and the Servicer, if any, containing the specimen signature or signatures of such Person or Persons and signed by the Borrower. Section 27. TIFIA Lender's Authorized Representative. (a) The TIFIA Lender shall at all times have appointed the TIFIA Lender's Authorized Representative by designating such Person or Persons from time to time to act on the TIFIA Lender's behalf pursuant to a written certificate furnished to the Borrower and the Servicer, if any, containing the specimen signature or signatures of such Person or Persons and signed by the TIFIA Lender. 1455925.01-WASSROIA - MSW 86 472 (b) Pursuant to the delegation of authority, dated July 20, 2016, from the Secretary to the Under Secretary of Transportation for Policy, the further delegation of authority, dated July 20, 2016, from the Under Secretary of Transportation for Policy to the Executive Director of the Build America Bureau, and the further delegation of authority, dated August 31, 2016 (the "Delegation"), the Director of the Credit Office of the Build America Bureau has been delegated the authority to enter into contracts and sign all contractual and funding documents (with the exception of the term sheets and credit agreements) necessary to implement the Act, including entering into technical amendments to, and restatements of, term sheets and credit agreements that do not materially impair the credit quality of the revenues pledged to repay the TIFIA Lender. Pursuant to the Delegation, the Director of the Credit Office of the Build America Bureau may act and serve as the TIFIA Lender's Authorized Representative under this Agreement, in addition to the Executive Director of the Build America Bureau for the purposes set forth herein. Section 28. Servicer. The TIFIA Lender may from time to time designate another entity or entities to perform, or assist the TIFIA Lender in performing, the duties of the Servicer or specified duties of the TIFIA Lender under this Agreement and the TIFIA Bond. The TIFIA Lender shall give the Borrower written notice of the appointment of any successor or additional Servicer and shall enumerate the duties or any change in duties to be performed by any Servicer. Any references in this Agreement to the TIFIA Lender shall be deemed to be a reference to the Servicer with respect to any duties which the TIFIA Lender shall have delegated to such Servicer. The TIFIA Lender may at any time assume the duties of any Servicer under this Agreement and the TIFIA Bond. The Borrower shall cooperate and respond to any reasonable request of the Servicer for information, documentation or other items reasonably necessary for the performance by the Servicer of its duties hereunder. Section 29. Fees and Expenses. (a) Commencing in Federal Fiscal Year ("FFY") 2018 and continuing thereafter each year throughout the term of this Agreement, the Borrower shall pay to the TIFIA Lender a loan servicing fee on or before the fifteenth (15th) of November. The TIFIA Lender shall establish the amount of this annual fee, and the TIFIA Lender or the Servicer, if any, shall notify the Borrower of the amount, at least thirty (30) days before payment is due. (b) In establishing the amount of the fee, the TIFIA Lender will adjust the previous year's base amount in proportion to the percentage change in CPI. For the FFY 2018 calculation, the TIFIA Lender will use the FFY 2017 base amount of $13,000, which applies to other TIFIA borrowers, as the previous year's base amount. The TIFIA Lender will calculate the percentage change in the CPI, before seasonal adjustment, from August of the previous year to August of the current year and will then adjust the previous year's base amount in proportion to the CPI percentage change. To calculate the amount of the fee, the =IA Lender shall round the current year's base amount using increments of $500. Results with the ending integers between 250-499 or between 750-999 shall be rounded upward, and results with the ending integers between 001-249 or between 501-749 shall be rounded downward. The CPI adjustments in the following years shall begin with the base amount, not the rounded fee. 1455925.01-WASSROIA - MSW 87 473 (c) The Borrower agrees, whether or not the transactions hereby contemplated shall be consummated, to reimburse the TIFIA Lender on demand from time -to -time, within thirty (30) days after receipt of any invoice from the TIFIA Lender, for any and all fees, costs, charges, and expenses incurred by it (including the reasonable fees, costs, and expenses of its legal counsel, financial advisors, auditors and other consultants and advisors, such reasonableness determined in accordance with Part 31 of the Federal Acquisition Regulation) in connection with the negotiation, preparation, execution, delivery, and performance of this Agreement and the other TIFIA Loan Documents and the transactions hereby and thereby contemplated, including reasonable attorneys', and engineers' fees and professional costs, including all such fees, costs, and expenses incurred as a result of or in connection with: (0 the enforcement of or attempt to enforce any provision of this Agreement or any of the other TIFIA Loan Documents; (ii) any amendment, modification, or requested amendment or modification of, waiver, consent, or requested waiver or consent under or with respect to, or the protection or preservation of any right or claim under, this Agreement, any other Related Document, or the Trust Estate, or advice in connection with the administration, preservation in full force and effect, and enforcement of this Agreement or any other Related Document or the rights of the TIFIA Lender thereunder; and (iii) any work-out, restructuring, or similar arrangement of the obligations of the Borrower under this Agreement or the other TIFIA Loan Documents, including during the pendency of one or more Events of Default. The obligations of the Borrower under this Section 29 shall survive the payment or prepayment in full or transfer of the TIFIA Bond, the enforcement of any provision of this Agreement or the other TIFIA Loan Documents, any such amendments, waivers or consents, any Event of Default, and any such workout, restructuring, or similar arrangement. Section 30. Amendments and Waivers. No amendment, modification, termination, or waiver of any provision of this Agreement shall in any event be effective without the written consent of each of the parties hereto. Section 31. Governing Law. This Agreement shall be governed by the federal laws of the United States of America if and to the extent such federal laws are applicable and the internal laws of the State, if and to the extent such federal laws are not applicable. Section 32. Severability. In case any provision in or obligation under this Agreement shall be invalid, illegal, or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. Section 33. Successors and Assigns. This Agreement shall be binding upon the parties hereto and their respective permitted successors and assigns and shall inure to the benefit of the parties hereto and their permitted successors and assigns. Neither the Borrower's rights or obligations hereunder nor any interest therein may be assigned or delegated by the Borrower without the prior written consent of the TIFIA Lender. 1455925.01-WASSROIA - MSW 88 474 Section 34. Remedies Not Exclusive. No remedy conferred herein or reserved to the TIFIA Lender is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. Section 35. Delay or Omission Not Waiver. No delay or omission of the TIFIA Lender to exercise any right or remedy provided hereunder upon a default of the Borrower (except a delay or omission pursuant to a written waiver) shall impair any such right or remedy or constitute a waiver of any such default or acquiescence therein. Every right and remedy given by this Agreement or by law to the TIFIA Lender may be exercised from time to time, and as often as may be deemed expedient by the TIFIA Lender. Section 36. Counterparts. This Agreement and any amendments, waivers, consents or supplements hereto or in connection herewith may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. Delivery of an executed counterpart of a signature page of this Agreement or any document or instrument delivered in connection herewith by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement or such other document or instrument, as applicable. Section 37. Notices; Payment Instructions. Notices hereunder shall be (a) in writing, (b) effective as provided below and (c) given by (i) nationally recognized courier service, (ii) hand delivery, or (iii) email, in each case to: If to TIFIA Lender: with copies to: United States Department of Transportation Build America Bureau Room W 12-464 1200 New Jersey Avenue, SE Washington, D.C. 20590 Attention: Director, Office of Credit Programs Email: BureauOversight@dot.gov Federal Highway Administration California Division 650 Capitol Mass, Suite 4-100 Sacramento, CA 95814 Attention: Division Administrator Telephone: 916-498-5001 Facsimile: 916-498-5008 E-mail: HDACA@dot.gov 1455925.01-WASSROIA - MSW 89 475 If to Borrower: [Riverside County Transportation Commission] [P.O. Box 12008] [Riverside, California 92502] or [4080 Lemon Street, 3rd Floor Riverside, CA 92501 ] Attention: [Chief Financial Officer] Email: [ ] Unless otherwise instructed by the TIFIA Lender's Authorized Representative, all notices to the TIFIA Lender should be made by email to the email address noted above for the TIFIA Lender. Notices required to be provided herein shall be provided to such different addresses or to such further parties as may be designated from time to time by a Borrower's Authorized Representative, with respect to notices to the Borrower, or by the TIFIA Lender's Authorized Representative, with respect to notices to the TIFIA Lender or the Servicer. The Borrower shall make any payments hereunder or under the TIFIA Bond in accordance with Section [9(g)] (Manner of Payment) and the payment instructions hereafter provided by the TIFIA Lender's Authorized Representative, as modified from time -to -time by the TIFIA Lender. Each such notice, request or communication shall be effective (x) if delivered by hand or by nationally recognized courier service, when delivered at the address specified in this Section 37 (Notices; Payment Instructions) (or in accordance with the latest unrevoked written direction from the receiving party) and (y) if given by email, when such email is delivered to the address specified in this Section 37 (Notices; Payment Instructions) (or in accordance with the latest unrevoked written direction from the receiving party); provided that notices received on a day that is not a Business Day or after 5:00 p.m. Eastern Time on a Business Day will be deemed to be effective on the next Business Day. Section 38. Effectiveness. This Agreement shall be effective on the Effective Date. Section 39. Termination. This Agreement shall terminate upon the irrevocable payment in full in cash by the Borrower of the Outstanding TIFIA Loan Balance, together with all accrued interest and fees with respect thereto; provided, however, that the indemnification requirements of Section 18 (Indemnification), the reporting and record keeping requirements of Section 21(b) (Inspections) and Section 21(c) (Reports and Records), and the payment requirements of Section 29 (Fees and Expenses) shall survive the termination of this Agreement as provided in such sections. Section 40. Integration. This Agreement constitutes the entire contract between the parties relating to the subject matter hereof and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. 1455925.01-WASSROIA - MSW 90 476 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: Name: Title: UNITED STATES DEPARTMENT OF TRANSPORTATION, acting by and through the Executive Director of the Build America Bureau By: Name: Title: 1455925.01-WASSROIA - MSW 91 477 SCHEDULE PROJECT BUDGET [To be provided by Borrower] Schedule I-1 1455925.01-WASSROIA - MSW SCHEDULE II CONSTRUCTION SCHEDULE [To be provided by Borrower] Schedule II-1 1455925.01-WASSROIA - MSW SCHEDULE III EXISTING INDEBTEDNESS [To be provided by Borrower] Schedule III-1 1455925.01-WASSROIA - MSW SCHEDULE 14(s) ENVIRONMENTAL COMPLIANCE [To be provided by Borrower] 1455925.01-WASSROIA - MSW Schedule 14(s)-1 481 SCHEDULE 14(u) INSURANCE [To be provided by Borrower] Schedule 14(u)-1 1455925.01-WASSROIA - MSW EXHIBIT A FORM OF TIFIA BOND RIVERSIDE COUNTY TRANSPORTATION COMMISSION I-15 EXPRESS LANES PROJECT (TIFIA Project Number) TIFIA BOND Maximum Principal Amount: $[152,000,000] (excluding capitalized interest) Effective Date: Due: RIVERSIDE COUNTY TRANSPORTATION COMMISSION, a public entity duly existing under the laws of the State of California (the "Borrower"), for value received, hereby promises to pay to the order of the UNITED STATES DEPARTMENT OF TRANSPORTATION, acting by and through the Executive Director of the Build America Bureau, or its assigns (the "TIFIA Lender"), the lesser of (x) the Maximum Principal Amount set forth above and (y) the aggregate unpaid principal amount of all disbursements (the "Disbursements") made by the TIFIA Lender (such lesser amount, together with any interest that is capitalized and added to principal in accordance with the provisions of the TIFIA Loan Agreement (as defined below), being hereinafter referred to as the "Outstanding Principal Sum"), together with accrued and unpaid interest (including, if applicable, interest at the Default Rate, as defined in the TIFIA Loan Agreement) on the Outstanding Principal Sum and all fees, costs and other amounts payable in connection therewith, all as more fully described in the TIFIA Loan Agreement. The principal hereof shall be payable in the manner and at the place provided in the TIFIA Loan Agreement in accordance with Exhibit G-1 to the TIFIA Loan Agreement, as revised from time to time in accordance with the TIFIA Loan Agreement, until paid in full. The TIFIA Lender is hereby authorized to modify the Loan Amortization Schedule included in Exhibit G-1 to the TIFIA Loan Agreement from time to time in accordance with the terms of the TIFIA Loan Agreement to reflect the amount of each disbursement made thereunder and the date and amount of principal or interest paid by the Borrower thereunder. Absent manifest error, the TIFIA Lender's determination of such matters as set forth on Exhibit G-1 to the TIFIA Loan Agreement shall be conclusive evidence thereof; provided, however, that neither the failure to make any such recordation nor any error in such recordation shall affect in any manner the Borrower's obligations hereunder or under any other TIFIA Loan Document. Payments hereon are to be made in accordance with Section [9(g)] (Manner of Payment) and Section 37 (Notices; Payment Instructions) of the TIFIA Loan Agreement as the same become due. Principal of and interest on this TIFIA Bond shall be paid in funds available on or before the due date and in any lawful coin or currency of the United States of America that at the date of payment is legal tender for the payment of public and private debts. If the Final Maturity Date is amended in connection with an update to the Financial Plan approved by the TIFIA Lender pursuant to Section 22(a)(iii)(B) (Financial Plan) of the TIFIA Loan Agreement, the due date of this TIFIA Bond shall be deemed to be amended to change the due date to such revised 1455925.01-WASSROIA - MSW Exhibit A-1 483 Final Maturity Date without any further action required on the part of the Borrower or the TIFIA Lender and such amendment shall in no way amend, modify or affect the other provisions of this TIFIA Bond without the prior written agreement of the TIFIA Lender. This TIFIA Bond has been executed under and pursuant to that certain TIFIA Loan Agreement, dated as of the date hereof, between the TIFIA Lender and the Borrower (the "TIFIA Loan Agreement") and is issued to evidence the obligation of the Borrower under the TIFIA Loan Agreement to repay the loan made by the TIFIA Lender and any other payments of any kind required to be paid by the Borrower under the TIFIA Loan Agreement or the other TIFIA Loan Documents referred to therein. Reference is made to the TIFIA Loan Agreement for all details relating to the Borrower's obligations hereunder. All capitalized terms used in this TIFIA Bond and not defined herein shall have the meanings set forth in the TIFIA Loan Agreement. This TIFIA Bond shall be subject to mandatory prepayment in accordance with the TIFIA Loan Agreement. This TIFIA Bond may be prepaid at the option of the Borrower in whole or in part (and, if in part, the principal installments and amounts thereof to be prepaid are to be determined in accordance with the TIFIA Loan Agreement; provided, however, such prepayments shall be in principal amounts of at least $1,000,000 or any integral multiple of $1.00 in excess thereof), at any time or from time to time, without penalty or premium, by paying to the TIFIA Lender all or part of the principal amount of the TIFIA Bond in accordance with the TIFIA Loan Agreement. Payment of the obligations of the Borrower under this TIFIA Bond is secured pursuant to the Indenture referred to in the TIFIA Loan Agreement. Any delay on the part of the TIFIA Lender in exercising any right hereunder shall not operate as a waiver of any such right, and any waiver granted with respect to one default shall not operate as a waiver in the event of any subsequent default. All acts, conditions and things required by the Constitution and laws of the State to happen, exist, and be performed precedent to and in the issuance of this TIFIA Bond have happened, exist and have been performed as so required. This TIFIA Bond is issued with the intent that the federal laws of the United States of America shall govern its construction to the extent such federal laws are applicable and the internal laws of the State shall govern its construction to the extent such federal laws are not applicable. 1455925.01-WASSROIA - MSW Exhibit A-2 484 IN WITNESS WHEREOF, RIVERSIDE COUNTY TRANSPORTATION COMMISSION has caused this TIFIA Bond to be executed in its name and its seal to be affixed hereto and attested by its duly authorized officer, all as of the Effective Date set forth above. (SEAL) ATTEST: Secretary RIVERSIDE COUNTY TRANSPORTATION COMMISSION By Name: Title: 1455925.01-WASSROIA - MSW Exhibit A-3 485 CERTIFICATE OF AUTHENTICATION This TIFIA Bond is the TIFIA Bond described in the within -mentioned Indenture. U.S. BANK NATIONAL ASSOCIATION By: (Authorized Signer) 1455925.01-WASSROIA - MSW Exhibit A-4 486 (FORM OF ASSIGNMENT) FOR VALUE RECEIVED, the Undersigned hereby unconditionally sells, assigns and transfers unto (Please Insert Social Security or other identifying number of Assignee(s)): the within note and all rights thereunder. Dated: NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within note in every particular, without alteration or enlargement or any change whatever. 1455925.01-WASSROIA - MSW Exhibit A-5 487 EXHIBIT B ANTICIPATED TIFIA LOAN DISBURSEMENT SCHEDULE Borrower Fiscal Year Amount $ Exhibit B-1 1455925.01-WASSROIA - MSW EXHIBIT C CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS — PRIMARY COVERED TRANSACTIONS The undersigned, on behalf of RIVERSIDE COUNTY TRANSPORTATION COMMISSION, hereby certifies that RIVERSIDE COUNTY TRANSPORTATION COMMISSION has fully complied with its verification obligations under 2 C.F.R. § 180.320 and hereby further confirms, based on such verification, that, to its knowledge, the Borrower and its principals (as defined in 2 C.F.R. § 180.995): (a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any federal department or agency; (b) Have not within a three (3) year period preceding the Effective Date been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state or local) with commission of any of the offenses enumerated in paragraph (b) of this certification; and (d) Have not within a three (3) year period preceding the Effective Date had one or more public transactions (federal, state or local) terminated for cause or default. (e) Capitalized terms used in the certificate and not defined shall have the respective meanings ascribed to such terms in the TIFIA Loan Agreement, dated as of [ ], 2017 between the TIFIA Lender and the Borrower, as the same may be amended from time to time. Dated: RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: Name: Title: 1455925.01-WASSROIA - MSW Exhibit C-1 489 EXHIBIT D REQUISITION PROCEDURES This Exhibit D sets out the procedures which the Borrower agrees to follow in submitting Requisitions for the disbursement of TIFIA Loan proceeds in respect of the Eligible Project Costs incurred in connection with the Project. Section 1 sets out the manner in which Requisitions are to be submitted and reviewed. Sections 2 through Section 4 set out the circumstances in which the TIFIA Lender may reject or correct Requisitions submitted by the Borrower or withhold a disbursement. The Borrower expressly agrees to the terms hereof, and further agrees that (i) the rights of the TIFIA Lender contained herein are in addition to (and not in lieu of) any other rights or remedies available to the TIFIA Lender under the TIFIA Loan Agreement, and (ii) nothing contained herein shall be construed to limit the rights of the TIFIA Lender to take actions including administrative enforcement action and actions for breach of contract against the Borrower if it fails to carry out its obligations under the TIFIA Loan Agreement during the term thereof. Section 1. General Requirements. All requests by the Borrower for the disbursement of TIFIA Loan proceeds shall be made by electronic mail or overnight delivery service by submission to the TIFIA Lender, in accordance with Section 37 (Notices; Payment Instructions) of the TIFIA Loan Agreement, of a Requisition, in form and substance satisfactory to the TIFIA Lender and completed and executed by the Borrower's Authorized Representative. The form of Requisition is attached as Appendix One to this Exhibit D. Supporting documentation should be submitted with the requisition. The TIFIA Lender agrees to promptly send to the Borrower in accordance with Section 37 (Notices; Payment Instructions) of the TIFIA Loan Agreement, an acknowledgement of receipt of each Requisition in the form attached as Appendix Two to this Exhibit D setting forth the date of receipt by the TIFIA Lender of such Requisition and setting forth the Business Day on which disbursement will be made absent denial by the TIFIA Lender. All disbursement requests must be received by the TIFIA Lender at or before 5:00 P.M. (EST) on the first (1st) Business Day of a calendar month in order to obtain disbursement by the fifteenth (15th) day of such calendar month or, if either such day is not a Business Day, the next succeeding Business Day. If a Requisition is approved by the TIFIA Lender, the TIFIA Lender will notify the Borrower of such approval and of the amount so approved. Section 2. Rejection. A Requisition may be rejected in whole or in part by the TIFIA Lender if it is: (a) submitted without signature; (b) submitted under signature of a Person other than a Borrower's Authorized Representative; (c) submitted after prior disbursement of all proceeds of the TIFIA Loan; or (d) submitted without adequate documentation of Eligible Project Costs incurred or paid. Such documentation shall include invoices for costs incurred or paid 1455925.01-WASSROIA - MSW Exhibit D-1 490 and the most recent certificate of or report prepared by the Consulting Engineer relating to the construction of the Project (to the extent not previously delivered to the TIFIA Lender). The TIFIA Lender will notify the Borrower of any Requisition so rejected, and the reasons therefor. Any Requisition rejected for the reasons specified in (a), (b) or (d) above must be resubmitted in proper form in order to be considered for approval. If a Requisition exceeds the balance of the TIFIA Loan proceeds remaining to be disbursed, the request will be treated as if submitted in the amount of the balance so remaining, and the TIFIA Lender will so notify the Borrower. Section 3. Correction. A Requisition containing an apparent mathematical error will be corrected by the TIFIA Lender, after telephonic or email notification to the Borrower, and will thereafter be treated as if submitted in the corrected amount. Section 4. Withholding. The TIFIA Lender shall be entitled to withhold approval (in whole or in part) of any pending or subsequent requests for the disbursement of TIFIA Loan proceeds if: (a) an Event of Default or event that, with the giving of notice or the passage of time or both, would constitute an Event of Default under the TIFIA Loan Agreement shall have occurred and be continuing; or (b) the Borrower: (0 knowingly takes any action, or omits to take any action, amounting to fraud or violation of any applicable federal or local criminal law, in connection with the transactions contemplated hereby; or (ii) fails to construct the Project in a manner consistent with the Governmental Approvals with respect to the Project, or with good engineering practices, where such failure prevents or materially impairs the Project from fulfilling its intended purpose, or prevents or materially impairs the ability of the TIFIA Lender to monitor compliance by the Borrower with applicable federal or local law pertaining to the Project or with the terms and conditions of the TIFIA Loan Agreement; or (iii) fails to observe or comply with any applicable federal or local law, or any term or condition of the TIFIA Loan Agreement; or (iv) fails to satisfy the conditions set forth in Section 4 (Disbursement Conditions) and Section 13(b) (Conditions Precedent to All Disbursements) of the TIFIA Loan Agreement; or (v) fails to deliver documentation satisfactory to the TIFIA Lender evidencing Eligible Project Costs claimed for disbursement at the times and in the manner specified by the TIFIA Loan Agreement; provided, that in such case the TIFIA Lender may, in its sole discretion, partially approve a disbursement request 1455925.01-WASSROIA - MSW Exhibit D-2 491 in respect of any amounts for which adequate documentation evidencing Eligible Project Costs has been provided and may, in its sole discretion, disburse in respect of such properly documented amounts. 1455925.01-WASSROIA - MSW Exhibit D-3 492 APPENDIX ONE TO EXHIBIT D FORM OF REQUISITION United States Department of Transportation c/o Director, TIFIA Joint Program Office (HITJ) Federal Highway Administration Room E64-426 1200 New Jersey Avenue, SE, Washington, D.C. 20590 Federal Highway Administration California Division Office [Address] Attention: Division Administrator] [Loan Servicer] [Address] [Attention] Re: I-15 EXPRESS LANES PROJECT (TIFIA # [ ]) Ladies and Gentlemen: Pursuant to Section 4 (Disbursement Conditions) of the TIFIA Loan Agreement, dated as of [ ], 2017 (the "TIFIA Loan Agreement"), by and between RIVERSIDE COUNTY TRANSPORTATION COMMISSION (the "Borrower") and the UNITED STATES DEPARTMENT OF TRANSPORTATION, acting by and through the Executive Director of the Build America Bureau (the "TIFIA Lender"), we hereby request disbursement in the amount of $[ ] in respect of Eligible Project Costs paid or incurred by or on behalf of the Borrower. Capitalized terms used but not defined herein have the meaning set forth in the TIFIA Loan Agreement. In connection with this Requisition the undersigned does hereby represent and certify the following: 1. This Requisition is Requisition number [ ]. 2. The requested date of disbursement is [ ] 1, 20[_] (the "Disbursement Date")[, which is the first Business Day following [ ] 1, 20[ ]]. 3. The amounts previously disbursed under the TIFIA Loan Agreement equal, in the aggregate, $[ ]. The amounts previously disbursed and to be disbursed under the Senior Loan Agreements as of the date of the requested disbursement equal, in the aggregate, $[ ]. The amounts previously disbursed and to be disbursed under the [applicable funding document] as of the date of the requested disbursement equal, in the aggregate, $[ ]. 1455925.01-WASSROIA - MSW Exhibit D-4 493 4. The amounts hereby requisitioned have been paid or incurred by or on behalf of the Borrower for Eligible Project Costs and have not been paid for or reimbursed by any previous disbursement from TIFIA Loan proceeds. 5. The amount of this Requisition, together with all prior Requisitions, does not exceed the amount of the TIFIA Loan, and the amount of this Requisition together with the sum of all disbursements of TIFIA Loan proceeds made and to be made for the current year will not exceed the cumulative disbursements through the end of the current year as set forth in the Anticipated TIFIA Loan Disbursement Schedule. 6. All documentation evidencing the Eligible Project Costs to be reimbursed by the above - requested disbursement has been delivered by the Borrower at the times and in the manner specified by the TIFIA Loan Agreement. 7. The Borrower has all Governmental Approvals necessary as of the date hereof and as of the Disbursement Date (immediately after giving effect to the above -requested disbursement of TIFIA Loan proceeds), for the development, construction, operation and maintenance of the Project and each such Governmental Approval is in full force and effect (and is not subject to any notice of violation, breach or revocation). 8. Each of the insurance policies obtained by the Borrower in satisfaction of the condition in Section 13(a)(xviii) (Conditions Precedent to Effectiveness) of the TIFIA Loan Agreement is in full force and effect, and no notice of termination thereof has been issued by the applicable insurance provider. 9. The Project has been, and is being, constructed in a manner consistent with all plans, specifications, engineering reports and facilities plans previously submitted to and approved by the TIFIA Lender and the FHWA Division Office and with good engineering practices. 10. The representations and warranties of the Borrower set forth in the TIFIA Loan Agreement and in each other Related Document are true and correct as of the date hereof and as of the Disbursement Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case, such representations and warranties shall be true and correct as of such earlier date). 11. As of the date hereof and on the Disbursement Date (immediately after giving effect to the above -requested disbursement of TIFIA Loan proceeds), (i) no Event of Default or event of default under any other Related Document and (ii) no event that, with the giving of notice or the passage of time or both, would constitute an Event of Default or event of default under any Related Document, in each case, has occurred and is continuing. 1455925.01-WASSROIA - MSW Exhibit D-5 494 12. No Material Adverse Effect, or any event or condition that could reasonably be expected to have a Material Adverse Effect, has occurred since [ , 20_] and is continuing.6 13. A copy of the most recent certificate or report of the Consulting Engineer delivered pursuant to Section [ ] of the Indenture has been delivered to each of the above named addressees. 14. A copy of the monthly construction progress report pursuant to Section 23(b)(i) (Monthly Construction Progress Report) of the TIFIA Loan Agreement for the month preceding the date of the applicable Requisition has been delivered to each of the above named addresses. 15. The undersigned acknowledges that if the Borrower makes a false, fictitious, or fraudulent claim, statement, submission, or certification to the Government in connection with the Project, the Government reserves the right to impose on the Borrower the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5323(1)(1), to the extent the Government deems appropriate. 16. A copy of this requisition has been delivered to each of the above named addressees. 17. The undersigned is duly authorized to execute and deliver this requisition on behalf of the Borrower. 6 Insert the date on which the Borrower submitted the Application to the TIFIA Lender. 1455925.01-WASSROIA - MSW Exhibit D-6 495 [Add wire instructions for Trustee.] Date: RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: Name: Title: 1455925.01-WASSROIA - MSW Exhibit D-7 496 APPENDIX TWO TO EXHIBIT D FORM OF ACKNOWLEDGMENT OF RECEIPT OF REQUISITION FOR DISBURSEMENT OF TIFIA LOAN PROCEEDS Riverside County Transportation Commission [P.O. Box 12008 Riverside, California 92502] [or] [4080 Lemon Street, 3rd Floor Riverside, CA 92501] Re: Receipt of Requisition for Disbursement of TIFIA Loan Proceeds Ladies and Gentlemen: Pursuant to Section 4 (Disbursement Conditions) of the TIFIA Loan Agreement, dated as of [Dated Date], by and between RIVERSIDE COUNTY TRANSPORTATION COMMISSION (the "Borrower") and the UNITED STATES DEPARTMENT OF TRANSPORTATION, acting by and through the Executive Director of the Build America Bureau (the "TIFIA Lender"), the undersigned authorized representative of the TIFIA Lender hereby acknowledges receipt of the attached Requisition for Disbursement of TIFIA Loan proceeds (the "Requisition") from the Borrower. Capitalized terms used but not defined herein have the meaning set forth in the TIFIA Loan Agreement. In connection therewith, we hereby represent and certify the following: 1. The date of receipt of the Requisition is [ ]• 2. Unless this Requisition is denied, disbursement shall be made on or before [ ]• Date: [] On behalf of the TIFIA Lender's Authorized Representative Name: Title: 1455925.01-WASSROIA - MSW Exhibit D-8 497 APPENDIX THREE TO EXHIBIT D [APPROVAL/DISAPPROVAL] OF THE TIFIA LENDER (To be delivered to the Borrower) Requisition Number [40] is [approved in the amount of $[*]] [approved in part in the amount of $[e]] [not approved] by the TIFIA Lender (as defined herein) pursuant to Section 4 (Disbursement Conditions) of the TIFIA Loan Agreement, dated as of [ ], 2017 by and between Riverside County Transportation Commission (the "Borrower") and the United States Department of Transportation, acting by and through the Executive Director of the Build America Bureau (the "TIFIA Lender"). Any determination, action or failure to act by the TIFIA Lender with respect to the Requisition set forth above, including any withholding of a disbursement, shall be at the TIFIA Lender's sole discretion, and in no event shall the TIFIA Lender be responsible for or liable to the Borrower for any and/or all consequence(s) which are the result thereof. UNITED STATES DEPARTMENT OF TRANSPORTATION, acting by and through the Executive Director of the Build America Bureau By: TIFIA Lender's Authorized Representative Name: Title: Dated: 7 Attached hereto as Exhibit A are reasons for any partial or full denial of approval. Exhibit D-9 498 1455925.01-WASSROIA - MSW EXHIBIT A TO APPENDIX THREE TO EXHIBIT D [Insert reasons for any partial or full denial of approval.] Exhibit D-10 1455925.01-WASSROI A - MSW EXHIBIT E COMPLIANCE WITH LAWS The Borrower shall, and shall require its contractors and subcontractors at all tiers for the Project to, comply in all material respects with any and all applicable federal and state laws. The following list of federal laws is illustrative of the type of requirements generally applicable to transportation projects. It is not intended to be exhaustive. (i) The Americans With Disabilities Act of 1990 and implementing regulations (42 U.S.C. § 12101 et seq.; 28 C.F.R. § 35; 29 C.F.R. § 1630); (ii) Title VI of the Civil Rights Act of 1964, as amended (42 U.S.C. § 2000d et seq.), and 49 C.F.R. § 21; (iii) The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended (42 U.S.C. § 4601 et seq.), with the understanding that the requirements of said Act are not applicable with respect to utility relocations except with respect to acquisitions by the Borrower of easements or other real property rights for the relocated facilities; (iv) Equal employment opportunity requirements under Executive Order 11246 dated September 24, 1965 (30 F.R. 12319), any Executive Order amending such order, and implementing regulations (29 C.F.R. §§ 1625-27, 1630; 28 C.F.R. § 35; 41 C.F.R. § 60; and 49 C.F.R. § 27); (v) Restrictions governing the use of federal appropriated funds for lobbying (31 U.S.C. 1352; 49 C.F.R. § 20); (vi) The Clean Air Act, as amended (42 U.S.C. § 7401 et seq.); (vii) The National Environmental Policy Act of 1969 (42 U.S.C. § 4321 et seq.); (viii) The Federal Water Pollution Control Act, as amended (33 U.S.C. § 1251 et seq., as amended by Pub. L. 92-500); (ix) The environmental mitigation requirements and commitments made by the Borrower that result in TIFIA Lender's approval of the Final Environmental Impact Statement (issued pursuant to 42 U.S.C. § 4332(2)(C)) and issuance of the Record of Decision for the Project; (x) The Endangered Species Act, 16 U.S.C. § 1531, et seq.; (xi) 23 U.S.C. § 138 and 49 U.S.C. § 303, as applicable; (xii) The health and safety requirements set forth in 23 C.F.R. § 635.108; (xiii) The prevailing wage requirements set forth in 40 U.S.C. § 276a, 23 U.S.C. § 113, as supplemented by 29 C.F.R. § 5, 23 C.F.R. §§ 635.117(f) and 635.118, and FHWA Form 1273 §§ IV and V for those contracts that involve construction of highway improvements; (xiv) The Buy America requirements set forth in 23 U.S.C. § 313 and implementing regulations (23 C.F.R. § 635.410); (xv) The requirements of 23 U.S.C. § 101 et seq. and 23 C.F.R.; § 1455925.01-WASSROIA - MSW Exhibit E-1 500 (xvi) The Cargo Preference Act of 1954, as amended (46 U.S.C. §1241(b)), and implementing regulations (46 C.F.R. Part 381); and (xvii) The applicable requirements of 49 C.F.R. § 26 relating to the Disadvantaged Business Enterprise program. 1455925.01-WASSROIA - MSW Exhibit E-2 501 EXHIBIT F FHWA OVERSIGHT AGREEMENT Exhibit F-1 1455925.01-WASSROIA - MSW EXHIBIT G1 TIFIA DEBT SERVICE 1455925.01-WASSROIA - MSW Exhibit G-1 503 EXHIBIT G2 TIFIA SCHEDULED PREPAYMENT AMOUNT Exhibit G-2 1455925.01-WASSROIA - MSW EXHIBIT H-1 OPINIONS REQUIRED OF COUNSEL TO BORROWER An opinion of the counsel of the Borrower, dated as of the Effective Date, to the effect that: (a) the Borrower is duly formed, validly existing, and in good standing under the laws of the jurisdiction of its organization; (b) the Borrower has all requisite power and authority to conduct its business and to execute and deliver, and to perform its obligations under the Related Documents to which it is a party; (c) the execution and delivery by the Borrower of, and the performance of its respective obligations under, the Related Documents to which it is a party, have been duly authorized by all necessary organizational or regulatory action; (d) the Borrower has duly executed and delivered each Related Document to which it is a party and each such Related Document constitutes the legal, valid and binding obligation of such party; enforceable against such party in accordance with their respective terms; (e) no authorization, consent, or other approval of, or registration, declaration or other filing with any governmental authority of the United States of America or of the State is required on the part of the Borrower for the execution and delivery by such party of, and the performance of such party under, any Related Document to which it is a party other than authorizations, consents, approvals, registrations, declarations and filings that have already been timely obtained or made by the Borrower; (f) the execution and delivery by the Borrower of, and compliance with the provisions of, the Related Documents to which it is a party in each case do not (i) violate the Organizational Documents of the Borrower, (ii) violate the law of the United States of America or of the State or (iii) conflict with or constitute a breach of or default under any material agreement or other instrument known to such counsel to which the Borrower is a party, or to the best of such counsel's knowledge, after reasonable review, any court order, consent decree, statute, rule, regulation or any other law to which the Borrower is subject; (g) the Borrower is not an investment company required to register under the Investment Company Act of 1940, as amended; and (h) to our knowledge after due inquiry, there are no actions, suits, proceedings or investigations against the Borrower by or before any court, arbitrator or any other Governmental Authority in connection with the Related Documents or the Project that are pending. 1455925.01-WASSROIA - MSW Exhibit H-1 505 EXHIBIT H-2 OPINIONS REQUIRED FROM BOND COUNSEL An opinion of bond counsel, dated as of the Effective Date, to the effect that: (a) each of the TIFIA Bond, the Indenture, and the TIFIA Supplemental Indenture has been duly authorized, executed, and delivered by the Borrower in accordance with the Organizational Documents of the Borrower and in compliance with all applicable laws; (b) each of the TIFIA Bond, the Indenture, and the TIFIA Supplemental Indenture is in full force and effect and constitutes the legal, valid, and binding obligation of the Borrower, enforceable in accordance with its respective terms and conditions; (c) the TIFIA Bond is secured by the Trust Estate and is a Bond entitled to the benefits of a Bond under the Indenture, enforceable under the laws of the State without any further action by the Borrower or any other Person; (d) the Indenture creates the valid and binding assignment and pledge of the Trust Estate to secure the payment of the principal of, interest on, and other amounts payable in respect of, the TIFIA Bond, irrespective of whether any party has notice of the pledge and without the need for any physical delivery, recordation, filing or further act; (e) all actions by the Borrower that are required for the use of Revenues as required under the Indenture and under the TIFIA Loan Agreement have been duly and lawfully made; (f) the Borrower has complied with the requirements of State law to lawfully pledge the Trust Estate and use the Revenues as required by the terms of the Indenture and the TIFIA Loan Agreement; (g) [the Borrower is legally eligible to be a debtor in either a voluntary or involuntary case under the United States Bankruptcy Code pursuant to [insert State law citation]; and (h) [the Borrower is not entitled to claim governmental immunity in any breach of contract action under the TIFIA Loan Agreement or the TIFIA Bond or by the Trustee under the Indenture Documents]. 1455925.01-WASSROIA - MSW Exhibit H-1 506 EXHIBIT I FORECAST OF NET REVENUE 1455925.01-WASSROIA - MSW Exhibit I-1 507 EXHIBIT J FORM OF CERTIFICATE OF TRUSTEE RIVERSIDE COUNTY TRANSPORTATION COMMISSION TIFIA Bond, I-15 Express Lanes Project (TIFIA Project Number) The undersigned, U.S. BANK NATIONAL ASSOCIATION (the "Trustee"), by its duly appointed, qualified and acting [ ], certifies with respect to the above referenced bond (the "TIFIA Bond") dated as of [ ], 2017, as follows (capitalized terms used in this Certificate which are not otherwise defined shall have the meanings given to such terms in the Indenture (as defined below)): 1. That the Trustee is a national association duly organized and validly existing under the laws of the United States of America and is duly licensed and in good standing under the laws of [ ]. 2. All approvals, consents and orders of any governmental authority or agency having jurisdiction in the matter which would constitute a condition precedent to the performance by the Trustee of its duties and obligations under the documents pertaining to the issuance of the TIFIA Bond have been obtained and are in full force and effect. 3. That the documents pertaining to the issuance of the TIFIA Bond to which the Trustee is a party were executed and the TIFIA Bond was authenticated on behalf of the Trustee by one or more of the persons whose names and offices appear on Annex One attached hereto and made part hereof, that each person was at the time of the execution of such documents and the authentication of the TIFIA Bond and now is duly appointed, qualified and acting incumbent of his or her respective office, that each such person was authorized to execute such documents and to authenticate the TIFIA Bond, and that the signature appearing after the name of each such person is a true and correct specimen of that person's genuine signature. 4. That the undersigned is authorized to act as Trustee and accept the trusts conveyed to it under the Indenture ("Trusts"), has accepted the Trusts so conveyed and in so accepting the Trusts and so acting is in violation of no provision of its articles of association or bylaws, any law, regulation or court or administrative order or any agreement or other instrument to which it is a party or by which it may be bound. 5. That attached to this Certificate as Annex Two is a full, true and correct copy of excerpts from resolutions of the board of directors of the Trustee and other applicable documents that evidence the Trustee's trust powers and the authority of the officers referred to above to act on behalf of the Trustee; and that these excerpts and other applicable documents were in effect on the date or dates such officers acted and remain in full force and effect 1455925.01-WASSROIA - MSW Exhibit J-1 508 today, and such excerpts and documents have not been amended since the date of the last amendment thereto shown on any such copy, as applicable. 6. That receipt is acknowledged of all instruments, certifications and other documents or confirmations required to be received by the Trustee pursuant to Section [ ] of that certain Indenture (the "Indenture"), dated as of [ ], 2017, between the Riverside County Transportation Commission (the "Borrower") and the Trustee. 7. That receipt is also acknowledged of that certain TIFIA Loan Agreement, dated as of [ ], 2017 (the "TIFIA Loan Agreement"), between the Borrower and the United States Department of Transportation, acting by and through the Executive Director of the Build America Bureau (the "TIFIA Bondholder"). 8. That the Trustee also accepts its appointment and agrees to perform the duties and responsibilities of Trustee [and of Bond Registrar and Paying Agent] for and in respect of the TIFIA Bond as set forth in the Indenture and the TIFIA Loan Agreement, including from time to time redeeming all or a portion of the TIFIA Bond as provided in Section [ ] of the Indenture. In accepting such duties and responsibilities, the Trustee shall be entitled to all of the privileges, immunities, rights and protections set forth in Section [ ] of the Indenture. 9. That all funds and accounts for the payment of the TIFIA Bond pursuant to the Indenture (including, but not limited to, the TIFIA Loan Prepayment Account) have been established as provided in the Indenture. [SIGNATURE PAGE FOLLOWS] 1455925.01-WASSROIA - MSW Exhibit J-2 509 Dated: [ ], 20[_] U.S. BANK NATIONAL ASSOCIATION By: Its: 1455925.01-WASSROIA - MSW Exhibit J-3 510 ANNEX ONE TO EXHIBIT J OFFICERS OF TRUSTEE Exhibit J-4 1455925.01-WASSROIA - MSW ANNEX TWO TO EXHIBIT J RESOLUTIONS OF BOARD OF DIRECTORS OF TRUSTEE 1455925.01-WASSROI A - MSW Exhibit J-5 512 SASM&F Draft 4/28/17 EXHIBIT K FORM OF BORROWER'S OFFICER'S CERTIFICATE$ Reference is made to that certain TIFIA Loan Agreement, dated as of [ ], 2017 (the "TIFIA Loan Agreement"), by and among Riverside County Transportation Commission (the "Borrower") and the United States Department of Transportation, acting by and through the Executive Director of the Build America Bureau (the "TIFIA Lender"). Capitalized terms used in this certificate and not defined shall have the respective meanings ascribed to such terms in the TIFIA Loan Agreement. The undersigned, [], as Borrower's Authorized Representative, does hereby certify on behalf of the Borrower and not in his/her personal capacity, as of the date hereof: (a) pursuant to Section 13(a)(ii) (Conditions Precedent to Effectiveness) of the TIFIA Loan Agreement, attached hereto as Exhibit A are complete and fully executed copies of each TIFIA Loan Document (other than the TIFIA Loan Agreement) and each Indenture Document and each such agreement is in full force and effect, and all conditions contained in such documents to the closing of the transactions contemplated thereby have been fulfilled or effectively waived by the TIFIA Lender in its sole discretion; (b) pursuant to Section 13(a)(vii) (Conditions Precedent to Effectiveness) of the TIFIA Loan Agreement, attached hereto as Exhibit B is an incumbency certificate that lists all persons, together with their positions and specimen signatures, who are duly authorized by the Borrower to execute the Related Documents to which the Borrower is or will be a party, and who have been appointed a Borrower's Authorized Representative in accordance with Section 26 (Borrower's Authorized Representative) of the TIFIA Loan Agreement; (c) pursuant to Section 13(a)(ix) (Conditions Precedent to Effectiveness) of the TIFIA Loan Agreement, attached hereto as Exhibit C is a true, correct and complete copy of the Borrower's Traffic and Revenue Study, accompanied by a letter from the preparer of such study, certifying that the assumptions and projections contained in the Traffic and Revenue Study are reasonable and may be relied upon by the TIFIA Lender; (d) pursuant to Section 13(a)(x) (Conditions Precedent to Effectiveness) of the TIFIA Loan Agreement, attached hereto as Exhibit D are true, correct and complete copies of each Principal Project Contract that has been executed on or prior to the Effective Date (as listed below), and each such Principal Project Contract is in full force and effect and has not been amended, amended and restated, modified or supplemented except as listed below and attached hereto as part of Exhibit D: 1. [Construction Agreement]; and 8 Note: To be updated to track the applicable requirements in § 13(a). 1455925.01-WASSROIA - MSW Exhibit K-1 513 2. [Others]; (e) the Borrower has obtained all Governmental Approvals necessary to commence construction of the Project and each such Governmental Approval is final and non - appealable and in full force and effect (and is not subject to any notice of violation, breach or revocation); (f) pursuant to Section 13(a)(xii) (Conditions Precedent to Effectiveness) of the TIFIA Loan Agreement, attached hereto as Exhibit E is the Base Case Financial Model, which Base Case Financial Model (i) demonstrates that projected Revenues are sufficient to meet the Loan Amortization Schedule, (ii) demonstrates an Senior Debt Service Coverage Ratio for each Calculation Period through the Final Maturity Date that is not less than [], (iii) demonstrate a Total Debt Service Coverage Ratio for each Calculation Period through the Final Maturity Date that is not less than [ ], (iv) does not reflect (1) the commencement of amortization of the principal amount of any Additional Pari Passu Obligations before the Debt Service Payment Commencement Date, (2) the payment of any interest on any Additional Pari Passu Obligations, Second Lien Obligations or Subordinate Obligations before the Debt Service Payment Commencement Date, or (3) the commencement of amortization of the principal amount of any Additional Pari Passu Obligations, Second Lien Obligations or Subordinate Obligations before the commencement of amortization of the principal amount of the TIFIA Loan; (g) pursuant to Section 13(a)(xv) (Conditions Precedent to Effectiveness) of the TIFIA Loan Agreement, attached hereto as Exhibit F is a true, correct and complete copy of the final NEPA Determination, which document also demonstrates the Borrower's compliance with CEQA. The NEPA Determination has not been revoked or amended on or prior to the date hereof; (h) pursuant to Section 13(a)(xvii) (Conditions Precedent to Effectiveness) of the TIFIA Loan Agreement, (i) the Borrower's Federal Employer Identification Number is [ ] and attached hereto as Exhibit G-1 is evidence thereof, (ii) the Borrower's Data Universal Numbering System number is [ ], and (iii) the Borrower has registered with, and obtained confirmation of active registration status from, the federal System for Award Management (www.SAM.gov), and attached hereto as Exhibit G-2 is evidence of each of (ii) and (iii); (i) pursuant to Section 13(a)(xviii) (Conditions Precedent to Effectiveness) of the TIFIA Loan Agreement, attached hereto as Exhibit H are true, correct and complete copies of certificates of insurance that demonstrate satisfaction of the insurance requirements of Section 13(a)(xviii) of the TIFIA Loan Agreement; 0) pursuant to Section 13(a)(xix) (Conditions Precedent to Effectiveness) of the TIFIA Loan Agreement, attached hereto as (i) Exhibit I-1 is a copy of the Borrower's Organizational Documents, as in effect on the Effective Date (and certified by the Secretary of State of the State, to the extent applicable), which Organizational Documents are in full force and effect and have not been amended since the date of the last amendment thereto shown on the [certificate], (ii) Exhibit I-2 is a copy of all resolutions authorizing the Borrower to 1455925.01-WASSROIA - MSW Exhibit K-2 514 execute and deliver, and to perform its respective obligations under, the TIFIA Loan Documents to which it is a party, and such resolutions have not been subsequently modified, rescinded or amended, are in full force and effect in the form adopted, and are the only resolutions adopted by the Borrower relating to the matters described therein, and (iii) as Exhibit I-3 is a copy of such further instruments and documents as are necessary, appropriate or advisable to effectuate the foregoing resolutions and to consummate and implement the transactions contemplated by such resolutions and the TIFIA Loan Documents; (k) pursuant to Section 13(a)(xxii) (Conditions Precedent to Effectiveness) of the TIFIA Loan Agreement, attached hereto as Exhibit J are complete and fully executed copies of each performance security instrument delivered to or by the Borrower pursuant to any Principal Project Contract as of the Effective Date, each of which performance security instruments is in compliance with the requirements for such performance security instrument pursuant to the applicable Principal Project Contract and is in full force and effect; (1) (m) the representations and warranties of the Borrower set forth in the TIFIA Loan Agreement and in each other Related Document to which the Borrower is a party are true and correct on and as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date; (i) the maximum principal amount of the TIFIA Loan (excluding any interest that is capitalized in accordance with the terms hereof), together with the amount of any other credit assistance provided under the Act to the Borrower, does not exceed thirty-three percent (33%) of reasonably anticipated Eligible Project Costs and (ii) as required pursuant to § 603(b)(9) of the Act, the total federal assistance provided to the Project, including the maximum principal amount of the TIFIA Loan (excluding any interest that is capitalized in accordance with the terms hereof), does not exceed eighty percent (80%) of Eligible Project Costs; and (n) [other attachments and provisions to be updated to track the applicable requirements in § 13(a)]. 1455925.01-WASSROIA - MSW Exhibit K-3 515 SASM&F Draft 4/28/17 IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date first mentioned above. [ ] By: Name: Title: Authorized Person [Signature Page to Omnibus Certificate of the Borrower] Exhibit K-4 1455925.01-WASSROIA - MSW 516 EXHIBIT B TO EXHIBIT K INCUMBENCY CERTIFICATE The undersigned certifies that he/she is the [Secretary] of [ ], a [ ], (the "Borrower"), and as such he/she is authorized to execute this certificate and further certifies that the following persons have been elected or appointed, are qualified, and are now acting as officers or authorized persons of the Borrower in the capacity or capacities indicated below, and that the signatures set forth opposite their respective names are their true and genuine signatures. He/She further certifies that any of the officers listed below is authorized to sign agreements and give written instructions with regard to any matters pertaining to the TIFIA Loan Documents and/or the Indenture Documents as the Borrower's Authorized Representative (each as defined in that certain TIFIA Loan Agreement, dated as of the date hereof, between the Borrower and the United States Department of Transportation, acting by and through the Executive Director of the Build America Bureau): Name Title Signature [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] IN WITNESS WHEREOF, the undersigned has executed this certificate as of this day of [], 2017. By: Name: Title: 1455925.01-WASSROIA - MSW Exhibit K-5 517 EXHIBIT L FORM OF CERTIFICATE OF SUBSTANTIAL COMPLETION [Letterhead of Borrower] [Date] TIFIA Joint Program Office (HITJ) Federal Highway Administration Room E64-426 1200 New Jersey Avenue, SE Washington, D.C. 20590 Attention: Director Project: I-15 Express Lanes Project (TIFIA Project Reference Number) Dear Director: This Notice is provided pursuant to Section 16(g)(i)(A) (Substantial Completion) of that certain TIFIA Loan Agreement (the "TIFIA Loan Agreement"), dated as of [ ], 2017 by and between Riverside County Transportation Commission (the "Borrower") and the United States Department of Transportation, acting by and through the Executive Director of the Build America Bureau (the "TIFIA Lender"). Unless otherwise defined herein, all capitalized terms in this Notice have the meanings assigned to those terms in the TIFIA Loan Agreement. I, the undersigned, in my capacity as the Borrower's Authorized Representative and not in my individual capacity, do hereby certify to the TIFIA Lender that: (a) on [insert date Substantial Completion requirements were satisfied], the Project satisfied each of the requirements for Substantial Completion set forth in the [Insert reference to the concession agreement, design -build or similar agreement for the Project]; (b) Substantial Completion has been declared under each of the above -referenced agreements and copies of the notices of Substantial Completion under such agreements are attached to this certification; and (c) Substantial Completion, as defined in the TIFIA Loan Agreement, has been achieved. [Borrower's Authorized Representative] Name: Title: 1455925.01-WASSROIA - MSW Exhibit L-1 518 EXHIBIT M CERTIFICATION REGARDING THE PROHIBITION ON THE USE OF APPROPRIATED FUNDS FOR LOBBYING The undersigned, on behalf of [INSERT NAME OF BORROWER], hereby certifies, to the best of his or her knowledge and belief, that [INSERT NAME OF BORROWER]: (a) No Federal appropriated funds have been paid or will be paid, by or on behalf of the Borrower, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the making of the TIFIA Loan. (b) If any funds other than proceeds of the TIFIA Loan have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the TIFIA Loan, the Borrower shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (c) The Borrower shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when the TIFIA Lender entered into this Agreement. Submission of this certification is a prerequisite to the effectiveness of this Agreement imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Dated: RIVERSIDE COUNTY TRANSPORTATION COMMISSIONS By: Name: Title: 9 To be executed by Borrower's Authorized Representative. 1455925.01-WASSROIA - MSW Exhibit M-1 519 Plans of Finance I-15 Express Lanes Project & 91 Project Completion Presentation to the Commision May 10, 2017 40 YEARS ESL 1976 �INENE� both CarlyTob:aY■ Cmigan 457 Location of Projects 40YEem8 € .)974 ftd1eGp'swrimp oG adw Chinn Hills Ontario ' ONT Eastvale 2nd St SAN BERNAR©INO CO. Cantu Galleano Ranch R Jurupa Valley e...-u A Norco Riverside 1-15 Express Lanes Project 91 Project Status of Projects 441rENA= Est, 19.7.6 RCTC andk6vrrampirM6wr*. • Financed $1.3 billion in July 2013 • Sales tax contributions and bonds • TIFIA loan • Toll revenue bonds • Design and construction began July 2013 • Opened lanes March 2017 • Costs increased $95 million in 2014 • Primarily higher right of way costs EXPIESS WES • State/federal authority to implement • Awarded contract January 2017 • Kapsch as toll services provider • Awarded contract April 2017 • Skanska-Ames as design -builder • Project cost estimate of $455 million • Financial close target —July 2017 • Anticipate open to traffic in July 2020 Measure A Sales Tax Revenue Financings 441rENA= Est, 19.7.6 ROTC andk6vrrampirM6wr*. Measure A Sales Tax Debt (in millions) As of June 1, 2017 Available , $198.8 2016 Bonds, $73.2-- 1 1 _2005 CP, $20.0 2009 Bonds, $70.8 2010 Bonds, $150.0 2013 Bonds, $462.2 Purpose of 2017 Sales Tax Financing 40YEA4s Est, 14 F4 acrc • $455 million project cost • $142.5 million of sales tax bond proceeds to complete project funding • Other sources include: • Measure A for development costs from inception through financial close • Federal CMAQ/STBG funds • TIFIA loan • $95 million of completion costs need to be financed • Bond proceeds expected to generate $33.7 million • $60 million commercial paper program available • Additional Measure A funds to fill gap, if needed Combined Plans of Finance 40YEARs € .)974 acrc Sourcesl: Sales Tax Bonds (1-15 ELP & 91 Project) Par Amount Premium TIFIA Loan (1-15 ELP) CMAWSTBG Funds (1-15 ELP) $ 158,760,000 17,460,964 151,424,726 110,000,000 Total Sources $ 437,645,690 Usesl: 1-15 ELP Bonds Proceeds Construction Fund Deposit $ 98,511,433 TIFIA Construction Draws 151,424,726 CMAWSTBG Reimbursements 110,000,000 Ramp -Up Fund Deposit 14,000,000 Repayment of RCTC Commercial Paper 30,000,000 Subtotal 1-15 ELP 91 Project Bonds Proceeds Construction Fund Deposit 403,936,159 33,709,531 Total Uses $ 437,645,690 1 Amounts are subject to change • A $60 million Commercial Paper Program •For 91 Project Completion RRIERSIRE mum Measure A Support for -15 Project 40YEA4s Est, 147.6 acrc E1dk6Ni—Win1��Mw Predevelopment • Primarily funded through prior financings through financial close Sales Tax Bonds • Approximately $142.5 million in proceeds • $18 million (Initial) for TIFIA debt service reserve • Maximum $38.5 million (Contingent Backstop) for operations/debt service Contribution • Ramp Up Reserve i RRAJEZE CN1PF TIFIA Loan 40YEA4s Est, 14 7.6 acrc Emdk6Mi-Wi1��Mw Repayment Source Amortization • Projected Loan: $151.4 million, capped at 33% of eligible costs • Senior • Toll Revenues • 35 year term from start of operations Toll authority extends for additional 15 years beyond TIFIA repayment i-1 M ERSIN CpINiY TIFIA Loan Security Provisions 40YEA4s Est, 147.6 acrc EmsozoNr ru1s�Mw Debt Service Reserve Ramp Up Reserve Repair & Rehabilitation Fund Rate Coverage Maintenance Additional Bonds Blocked Payment RCTC Loans from Measure A: Initial Contingent Backstop i-1 RRIERSIRE mum Toll Trust Estate Flow of Funds' 441rENA= Est, 14F4 RCTC andk6MlarivirMEwr*. Toll Revenues Operation and Maintenance, including ramp up reserve ($14 million maximum funding requirement) TIFIA Mandatory Debt Service TIFIA Reserve ($18 million) TIFIA Scheduled Interest Payments Repair and Rehabilitation Costs (minimum balance requirement) TIFIA Scheduled Principal Payments Holding Fund (released when coverage tests are met) Commission Loan Repayment Residual Fund (split between RCTC and TIFIA Prepayment on a 50/50 basis) 1 Represents major funds only Financing Documents 40YEARs € .)974 acrc Resolution 17-006 Sales Tax Bonds • O icia tement • ontinuing Disc osure Agreement • / Supplemental Indenture • Bond Purchase Agreement TIFIA Loan • Master Toll Indenture • First Supplemental Indenture • Loan Agreement1 1 Draft Term Sheet provided for Committee; Draft Agreement to be provided for Commission May Commission approval Submit TIFIA loan application Receive debt ratings TIFIA Council recommendation Post Preliminary Official Statement Investor outreach s July Bond pricing TIFIA loan agreement execution Bond closing activities AGENDA ITEM 9 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: May 10, 2017 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Shirley Medina, Planning and Programming Director THROUGH: Anne Mayer, Executive Director SUBJECT: Agreement for the Development of a Countywide Long Range Transportation Plan BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Award Agreement No. 17-65-071-00 to VRPA Technologies, Inc. for the development of a long range transportation plan (LRTP) for a two-year term, in an amount of $963,002, plus a contingency amount of $96,300, for a total amount not to exceed $1,059,302; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Authorize the Executive Director or designee to approve the use of the contingency amount as may be required for these services. BACKGROUND INFORMATION: In January 2016, the Commission's Strategic Assessment was approved, which included a recommendation to develop a countywide LRTP that would provide a vision of Riverside County's future integrated transportation system and a coordinated strategy for agencies to work toward a common vision for meeting mobility needs and contributing to a sustainable transportation system. The LRTP will also provide a framework for future transportation investments in the county and may also serve as a document to advocate for changes to transportation policy, legislation and funding. The LRTP will include the following general tasks: • Document existing and future transportation conditions; • Provide a strategy to guide transportation improvements given changes in technology, the regulatory and financial environment, and unstable and limited funding sources at the state and federal levels; • Identify and prioritize projects and programs for implementation through 2039 (end of the current Measure A); and • Include a discussion of the various transportation plans and programs in place at the local, regional, state, and federal levels; roles and responsible agencies involved in the development and implementation of plans and programs reflecting statutory Agenda Item 9 520 requirements; and how these plans and programs are updated and monitored. The development of a countywide LRTP is the first of its kind in Riverside County. The Commission's Measure A expenditure and delivery plans have guided past planning, programming, and implementation efforts. However, given the increased focus at the state level in reducing greenhouse gases and improving public health by providing more transportation choices for walking and bicycling, more attention is needed to coordinate efforts that are being undertaken by the local agencies, transit operators, Caltrans, and other transportation partners to meet state requirements and improve the county's multimodal transportation system. Freight movement, including grade separations, has also become a critical component of the transportation system now underscored by the federal government's newly dedicated funding program specifically for freight improvement projects, which was included in the latest federal transportation bill (FAST Act). Therefore, it is vital that Riverside County is in the best position to compete well for discretionary funds. The LRTP will also fold in the 2009 Measure A 10-Year Update, which is due in 2019, and will provide a framework as the Commission moves forward with delivering the remaining Measure A projects, and will also serve as input into the Southern California Association of Governments (SCAG) 2020 Regional Transportation Plan/Sustainable Communities Strategies (RTP/SCS). There is an optional task to review transportation needs beyond what is currently in the RTP/SCS, including additional funds needed to support improvements outside of the financially constrained LRTP that will also consist of the identification of future revenue needs and potential sources. The LRTP will provide a comprehensive review of all projects, including rail and transit, bicycle and pedestrian, grade separations and goods movement corridors, regional arterials and state highways to identify the potential of "bundling" or "packaging" transportation projects to 1) reflect a systematic approach in addressing our infrastructure needs; 2) demonstrate environmental benefits; and 3) score well under benefit cost analysis criteria, which all have been emphasized in the latest evaluation criteria for competitive funding cycles at the state and federal levels. Performance measures will provide key information in determining and recommending projects for funding. The Strategic Assessment included six public Transportation Summits and Transportation Workshops throughout Riverside County. The LRTP effort will expand on this effort with the inclusion of an outreach plan, additional public workshops or meetings, and the use of a variety outreach tools to receive input. Also expanding on the Strategic Assessment effort, the LRTP will include a discussion of the various transportation plans, purpose of plans, and the responsible administrators of such plans so the general public has a better understanding of how transportation is planned and implemented in Riverside County. Agenda Item 9 521 Riverside County's growing population makes it much more difficult for us to maintain our current system in addition to expanding it. A coordinated look at all of the county's transportation needs, including operations and maintenance, will ensure the Commission is taking the appropriate steps to seek additional actions, policy or legislative, to prioritize and plan for an integrated multimodal transportation system that will serve the needs of Riverside County's diverse communities well into the future. Procurement Process Staff determined the weighted factor method of source selection to be the most appropriate for this procurement, as it allows the Commission to identify the most advantageous proposal with price and other factors considered. Non -price factors include elements such as qualifications of firm, personnel, and the ability to respond to the Commission's needs for a long range transportation plan as set forth under the terms of the request for proposals (RFP) No. 17-65-071-00. RFP No. 17-65-071-00 was released on February 16, 2017. A public notice was advertised in the Press Enterprise, and the RFP was posted on the Commission's PlanetBids website, which is accessible through the Commission's website. Utilizing PlanetBids, emails were sent to 623 firms, 102 of which are located in Riverside County. Through the PlanetBids site, 80 firms downloaded the RFP; 11 of these firms are located in Riverside County. A pre -proposal conference was held on March 1, and attended by nine firms; one firm is local to Riverside County. Staff responded to all questions submitted by potential proposers prior to the March 7 clarification deadline date. Two firms — HDR Engineering, Inc. (Riverside); and VRPA Technologies, Inc. (Fresno) — submitted proposals prior to the 2:00 p.m. submittal deadline on March 21. Both firms submitted responsive and responsible proposals. Utilizing the evaluation criteria set forth in the RFP, the two proposals were evaluated and scored by an evaluation committee comprised of Commission staff. Based on the evaluation committee's assessment of the written proposals, the evaluation committee recommends contract award to VRPA Technologies, Inc. to provide services for the LRTP for a two-year term, in the amount of $963,002, plus a contingency amount of $96,300, for a total amount not to exceed $1,059,302, as this firm earned the highest total evaluation score. It should be noted that although VRPA Technologies, Inc. is headquartered in Fresno, the majority of staff and subconsultants are based in the Southern California area and have extensive experience working in the Inland Empire. The overall evaluation ranking, based on highest to lowest total evaluation score, and the total price are presented in the following table. Firm Price Overall Ranking VRPA Technologies, Inc. $963,002 1 HDR Engineering, Inc. $1,170,223 2 Agenda Item 9 522 The Commission's professional services agreement will be entered into with the consultant subject to any changes approved by the Executive Director and pursuant to legal counsel review. Staff oversight of the contract will maximize the effectiveness of the consultant and minimize costs to the Commission. Financial Information Yes FY 2016/17 $ 35,000 In Fiscal Year Budget: Yes Year: FY 2017/18 Amount: $824,302 N/A FY 2018/19 $200,000 No Source of Funds: Local Transportation Fund Budget Adjustment: No N/A GL/Project Accounting No.: 002160 81501 106 65 81501 Fiscal Procedures Approved: \1i Date: 04/16/2017 Attachment: Draft Professional Services Agreement No. 17-65-071-00 Agenda Item 9 523 Agreement No. 17-65-071-00 RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT FOR A LONG RANGE TRANSPORTATION PLAN WITH VRPA TECHNOLOGIES, INC. 1. PARTIES AND DATE. This Agreement is made and entered into this _ day of , 2017, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the Co- mmission") and VRPA Technologies, Inc. ("Consultant"), a CORPORATION. 2. RECITALS. 2.1 Consultant desires to perform and assume responsibility for the provision of certain professional consulting services required by Commission on the terms and conditions set forth in this Agreement. Consultant represents that it is a professional consultant, experienced in providing transportation planning services to public clients, is licensed in the State of California, and is familiar with the plans of Commission. 2.2 Commission desires to engage Consultant to render certain consulting services for the long range transportation plan Project ("Project") as set forth herein. 3. TERMS. 3.1 General Scope of Services. Consultant promises and agrees to furnish to Commission all labor materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately provide professional consulting services and advice on various issues affecting the decisions of Commission regarding the Project and on other programs and matters affecting Commission, hereinafter referred to as "Services". The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state, and federal laws, rules and regulations. 3.2 Term. The term of this Agreement shall be from the date first specified above to June 30, 2019, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines. 17336.00000\8752982.2 1 524 3.3 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, the Commission shall respond to Consultant's submittals in a timely manner. Upon request of the Commission, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.4 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant under its supervision. Consultant will determine the means, method and details of performing the Services subject to the requirements of this Agreement. Commission retains Consultant on an independent contractor basis and Consultant is not an employee of Commission. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall not be employees of Commission and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance. 3.5 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of Commission. 3.6 Substitution of Key Personnel. Consultant has represented to Commission that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence and experience upon written approval of Commission. In the event that Commission and Consultant cannot agree as to the substitution of key personnel, Commission shall be entitled to terminate this Agreement for cause, pursuant to provisions of Section 3.16 of this Agreement. The key personnel for performance of this Agreement are as follows: Georgiena M. Vivian; Erik Ruehr; Richard W. Lee; Jason Ellard; Viggen Davidian; Teifion Rice Evans; Jarret Walker; Eric Banghart; and Phillip Erickson. 3.7 Commission's Representative. Commission hereby designates Executive Director, or his or her designee, to act as its representative for the performance of this Agreement ("Commission's Representative"). Commission's representative shall have the power to act on behalf of Commission for all purposes under this Agreement. Consultant shall not accept direction from any person other than Commission's Representative or his or her designee. 2 17336.00000\8752982.2 525 3.8 Consultant's Representative. Consultant hereby designates Georgiena M. Vivian, or his or her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.9 Coordination of Services. Consultant agrees to work closely with Commission staff in the performance of Services and shall be available to Commission's staff, consultants and other staff at all reasonable times. 3.10 Standard of Care; Licenses. Consultant shall perform the Services under this Agreement in a skillful and competent manner, consistent with the standard generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from Commission, any Services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein, and shall be fully responsible to the Commission for all damages and other liabilities provided for in the indemnification provisions of this Agreement arising from the Consultant's errors and omissions. 3.11 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to Commission, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold Commission, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3 17336.00000\8752982.2 526 3.12 Insurance. 3.12.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the Commission that it has secured all insurance required under this section, in a form and with insurance companies acceptable to the Commission. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. 3.12.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2) Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 0001, code 1 (any auto) or exact equivalent); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) if Consultant has an employees, Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Practices Liability limits of $1,000,000 per accident. 3.12.3 Professional Liability. Consultant shall procure and maintain, and require its sub -consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 per claim. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. "Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. 4 17336.00000\8752982.2 527 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. (i) Commercial General Liability Insurance must include coverage for (1) bodily Injury and property damage; (2) personal Injury/advertising Injury; (3) premises/operations liability; (4) products/completed operations liability; (5) aggregate limits that apply per Project; (6) explosion, collapse and underground (UCX) exclusion deleted; (7) contractual liability with respect to this Agreement; (8) broad form property damage; and (9) independent consultants coverage. (ii) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to this Agreement. (iii) The policy shall give the Commission, its directors, officials, officers, employees, and agents insured status using ISO endorsement forms 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (iv) The additional insured coverage under the policy shall be "primary and non-contributory" and will not seek contribution from the Commission's insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or endorsements providing the exact same coverage. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the Commission, its directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the Commission, its directors, officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self-insurance maintained by the Commission, its directors, officials, officers, employees and agents shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. 5 17336.00000\8752982.2 528 (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. 6 17336.00000\8752982.2 529 (v) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims - made policy with a retroactive date subsequent to the effective date of this Agreement. (vi) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the Commission, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (vii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, Commission has the right but not the duty to obtain the insurance it deems necessary and any premium paid by Commission will be promptly reimbursed by Consultant or Commission will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, Commission may cancel this Agreement. The Commission may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (viii) Neither the Commission nor any of its directors, officials, officers, employees or agents shall be personally responsible for any liability arising under or by virtue of this Agreement. Each insurance policy required by this Agreement shall be endorsed to state that: 3.12.5 Deductibles and Self -Insurance Retentions. Any deductibles or self -insured retentions must be declared to and approved by the Commission. If the Commission does not approve the deductibles or self -insured retentions as presented, Consultant shall guarantee that, at the option of the Commission, either: (1) the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the Commission, its directors, officials, officers, employees and agents; or, (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.12.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the Commission. 3.12.7 Verification of Coverage. Consultant shall furnish Commission with original certificates of insurance and endorsements effecting coverage 7 17336.00000\8752982.2 530 required by this Agreement on forms satisfactory to the Commission. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by the Commission before work commences. The Commission reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.12.8 Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the Commission that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the Commission as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, the Commission may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 3.13 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.14 Fees and Payment. 3.14.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto. The total compensation shall not exceed nine hundred sixty-three thousand two dollars ($963,002) without written approval of Commission's Executive Director ("Total Compensation"). Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.14.2 Payment of Compensation. Consultant shall submit to Commission a monthly statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. Commission shall, within 45 days of receiving such statement, review the statement and 8 17336.00000\8752982.2 531 pay all approved charges thereon. 3.14.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by Commission. 3.14.4 Extra Work. At any time during the term of this Agreement, Commission may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by Commission to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from Commission's Executive Director. 3.15 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred and fees charged under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of Commission during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.16 Termination of Agreement. 3.16.1 Grounds for Termination. Commission may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof. Upon termination, Consultant shall be compensated only for those services which have been fully and adequately rendered to Commission through the effective date of the termination, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.16.2 Effect of Termination. If this Agreement is terminated as provided herein, Commission may require Consultant to provide all finished or unfinished Documents and Data, as defined below, and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.16.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, Commission may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 9 17336.00000\8752982.2 532 3.17 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: VRPA Technologies, Inc. 4630 W. Jennifer, Suite 105 Fresno, CA 93722 Attn: Georgiena M. Vivian 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. 3.18.2 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 10 17336.00000\8752982.2 533 computer media ("Intellectual Property") prepared or developed by or on behalf of Consultant under this Agreement as well as any other such Intellectual Property prepared or developed by or on behalf of Consultant under this Agreement. The Commission shall have and retain all right, title and interest in Intellectual Property developed or modified under this Agreement whether or not paid for wholly or in part by Commission, whether or not developed in conjunction with Consultant, and whether or not developed by Consultant. Consultant will execute separate written assignments of any and all rights to the above referenced Intellectual Property upon request of Commission. Consultant shall also be responsible to obtain in writing separate written assignments from any subcontractors or agents of Consultant of any and all right to the above referenced Intellectual Property. Should Consultant, either during or following termination of this Agreement, desire to use any of the above -referenced Intellectual Property, it shall first obtain the written approval of the Commission. All materials and documents which were developed or prepared by the Consultant for general use prior to the execution of this Agreement and which are not the copyright of any other party or publicly available and any other computer applications, shall continue to be the property of the Consultant. However, unless otherwise identified and stated prior to execution of this Agreement, Consultant represents and warrants that it has the right to grant the exclusive and perpetual license for all such Intellectual Property as provided herein. Commission further is granted by Consultant a non-exclusive and perpetual license to copy, use, modify or sub -license any and all Intellectual Property otherwise owned by Consultant which is the basis or foundation for any derivative, collective, insurrectional, or supplemental work created under this Agreement. 3.18.3 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of Commission, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use Commission's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of Commission. 3.18.4Infringement Indemnification. Consultant shall defend, indemnify and hold the Commission, its directors, officials, officers, employees, 11 17336.00000\8752982.2 534 volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by Commission of the Documents & Data, including any method, process, product, or concept specified or depicted. 3.19 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.20 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and costs of such actions. 3.21 Indemnification. Consultant shall defend, indemnify and hold the Commission, its directors, officials, officers, agents, consultants, employees and volunteers free and harmless from any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or in equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged negligent acts, omissions or willful misconduct of the Consultant, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation, the payment of all consequential damages, attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the Commission, its directors, officials, officers, agents, consultants, employees and volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against the Commission or its directors, officials, officers, agents, consultants, employees and volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse the Commission and its directors, officials, officers, agents, consultants, employees and volunteers, for any and all legal expenses and costs, including reasonable attorney's fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnity shall not be restricted to insurance proceeds, if any, received by the Commission or its directors, officials, officers, agents, consultants, employees and volunteers. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. This Section 3.21 shall survive any expiration or termination of this Agreement. 3.22 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be supplemented, amended, or modified by a writing signed by both parties. 12 17336.00000\8752982.2 535 3.23 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. 3.24 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.25 Commission's Right to Employ Other Consultants. The Commission reserves the right to employ other consultants in connection with this Project. 3.26 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties, and shall not be assigned by Consultant without the prior written consent of Commission. 3.27 Prohibited Interests and Conflicts. 3.27.1 Solicitation. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, Commission shall have the right to rescind this Agreement without liability. 3.27.2 Conflict of Interest. For the term of this Agreement, no member, officer or employee of Commission, during the term of his or her service with Commission, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.27.3 Conflict of Employment. Employment by the Consultant of personnel currently on the payroll of the Commission shall not be permitted in the performance of this Agreement, even though such employment may occur outside of the employee's regular working hours or on weekends, holidays or vacation time. Further, the employment by the Consultant of personnel who have been on the Commission payroll within one year prior to the date of execution of this Agreement, where this employment is caused by and or dependent upon the Consultant securing this or related Agreements with the Commission, is prohibited. 3.27.4 Employment Adverse to the Commission. Consultant shall notify the Commission, and shall obtain the Commission's written consent, prior to accepting work to assist with or participate in a third -party lawsuit or other legal or administrative proceeding against the Commission during the term of this Agreement. 3.28 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex 13 17336.00000\8752982.2 536 or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of Commission's Disadvantaged Business Enterprise program, Affirmative Action Plan or other related Commission programs or guidelines currently in effect or hereinafter enacted. 3.29 Subcontracting. Consultant shall not subcontract any portion of the work or Services required by this Agreement, except as expressly stated herein, without prior written approval of the Commission. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 3.30 Prevailing Wages. By its execution of this Agreement, Consultant certified that it is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq. ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. The Commission shall provide Consultant with a copy of the prevailing rate of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the Commission, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.30.1 DIR Registration. Effective March 1, 2015, if the Services are being performed as part of an applicable "public works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations. If applicable, Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements. 3.31 Employment of Apprentices. This Agreement shall not prevent the employment of properly indentured apprentices in accordance with the California Labor Code, and no employer or labor union shall refuse to accept otherwise qualified employees as indentured apprentices on the work performed hereunder solely on the ground of race, creed, national origin, ancestry, color or sex. Every qualified apprentice shall be paid the standard wage paid to apprentices under the regulations of the craft or 14 17336.00000\8752982.2 537 trade in which he or she is employed and shall be employed only in the craft or trade to which he or she is registered. If California Labor Code Section 1777.5 applies to the Services, Consultant and any subcontractor hereunder who employs workers in any apprenticeable craft or trade shall apply to the joint apprenticeship council administering applicable standards for a certificate approving Consultant or any sub -consultant for the employment and training of apprentices. Upon issuance of this certificate, Consultant and any sub -consultant shall employ the number of apprentices provided for therein, as well as contribute to the fund to administer the apprenticeship program in each craft or trade in the area of the work hereunder. The parties expressly understand that the responsibility for compliance with provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the California Labor Code in regard to all apprenticeable occupations lies with Consultant. 3.32 No Waiver. Failure of Commission to insist on any one occasion upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any rights or powers hereunder at any one time or more times be deemed a waiver or relinquishment of such other right or power at any other time or times. 3.33 Eight -Hour Law. Pursuant to the provisions of the California Labor Code, eight hours of labor shall constitute a legal day's work, and the time of service of any worker employed on the work shall be limited and restricted to eight hours during any one calendar day, and forty hours in any one calendar week, except when payment for overtime is made at not less than one and one-half the basic rate for all hours worked in excess of eight hours per day ("Eight -Hour Law"), unless Consultant or the Services are not subject to the Eight -Hour Law. Consultant shall forfeit to Commission as a penalty, $50.00 for each worker employed in the execution of this Agreement by him, or by any sub -consultant under him, for each calendar day during which such workman is required or permitted to work more than eight hours in any calendar day and forty hours in any one calendar week without such compensation for overtime violation of the provisions of the California Labor Code, unless Consultant or the Services are not subject to the Eight - Hour Law. 3.34 Subpoenas or Court Orders. Should Consultant receive a subpoena or court order related to this Agreement, the Services or the Project, Consultant shall immediately provide written notice of the subpoena or court order to the Commission. Consultant shall not respond to any such subpoena or court order until notice to the Commission is provided as required herein, and shall cooperate with the Commission in responding to the subpoena or court order. 3.35 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification and confidentiality obligations, and the obligations related to receipt of subpoenas or court orders, shall survive any such expiration or termination. 15 17336.00000\8752982.2 538 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\8752982.2 539 SIGNATURE PAGE TO RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT FOR A LONG RANGE TRANSPORTATION PLAN WITH VRPA TECHNOLOGIES, INC. IN WITNESS WHEREOF, this Agreement was executed on the date first written above. RIVERSIDE COUNTY CONSULTANT TRANSPORTATION COMMISSION VRPA TECHNOLOGIES, INC. By: By: [INSERT NAME] Signature Chairman Name Title Approved as to Form: Attest: By: By: Best Best & Krieger LLP Its: Secretary General Counsel 17 17336.00000\8752982.2 540 EXHIBIT "A" - SCOPE OF SERVICES [ TO BE INSERTED] EXHIBIT "B" - SCHEDULE OF SERVICES [ TO BE INSERTED] EXHIBIT "C" - COMPENSATION [ TO BE INSERTED] 19 17336.00000\8752982.2 AGENDA ITEM 10 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: May 10, 2017 TO: Riverside County Transportation Commission FROM: Jennifer Crosson, Toll Operations Manager THROUGH: Anne Mayer, Executive Director SUBJECT: RCTC 91 Express Lanes Operations Report STAFF RECOMMENDATION: This item is for the Commission to receive an oral report on the RCTC 91 Express Lanes operations. BACKGROUND INFORMATION: Staff will present information regarding the first full month of operation of the RCTC 91 Express Lanes. Agenda Item 10 542 91 Express Lanes Operations Report— First Six Weeks May 10, 2017 e; ill'imicgoriemm Six -Week Highlights 1,599,528 Total Trips .A.a MEMI:DiPM f 4,122 Accounts 62,571 Calls 49,588 Highest Traffic day Total Traffic and Potential Revenue 3,500,000 3,000,000 2,500,000 2,000,000 1,500,000 1,000,000 500,000 1,599,528 680,500 53,148, 250 $1,140, 200 Actual Traffic Projected Traffic Potential Revenue Projected Revenue Traffic by Direction Week 6 Week 5 Week 4 Week 3 Week 2 Week 1 138,257 125,574 140,667 138,518 130,469 134,867 130,632 132,322 134,826 109,151 133,749 20,000 40,000 150,496 60,000 80,000 100,000 120,000 140,000 160,000 Westbound Traffic Eastbound Traffic 10.A.aa[pf"S@S Weekly Traffic — HOV vs. SOV 350,000 300,000 250,000 200,000 150,000 100,000 50,000 15% 18% Week 1 Week 2 18% Week 3 18% Week 4 Total SOV ■ Total HOV +Projected Traffic 20% • 18% Week 5 Week 6 S 1-15 and SR-91 Origin/Destination 600,000 500,000 400,000 300,000 200,000 100,000 33% 39 % mi 1-15 NB SR-91 1-15 SB SR-91 et.A.a lEmpri...n= Al Leorm= Westbound Eastbound Peak Period Traffic 3,000 2,500 2,000 1,500 1,000 500 Sam 4am Average Westbound Weekdays 5 a m 6am 7am 8 a m 9am 10am e.A.abCpf"@SS 2,500 2,000 1,500 1,000 500 1pm 2pm Average Eastbound Weekdays 3pm 4pm 5pm 6pm 7pm 8pm 91 Express Lanes Account Openings Week 1 937 Week 2 747 Week 3 657 Week 4 593 Week 5 603 Week 6 585 4,122 Before Openin • 200 • 687 ? I E&gessLanes rustmerierki, Cerir I,EOOd009191 MN Omse remm to P0. Ba9i9I Coronas 04 9287d ktum Pcaq• giaranted Call Center Statistics Self Serviced 24 % Total Calls 62, 571 Violations 18% et.A.a lEmpri...n= Al Leorm= New Accounts 9% Customer Service 14% Existing Accounts 35% Toll Rates • Commission adopted an Opening Toll Policy in September 2016 • Price per mile based on level of service volumes • Stantec projected estimated opening period volumes • Actual volumes have consistently exceeded projected volumes for many hours warranting toll rate increases (effective May 8) • Weekly toll rate adjustments to manage eastbound peak period congestion et.A.a lEicssr...n= Al Leirm= CHP Toll Enforcement • Enforcement Targets • HOV 3+ violators • Vehicles without a transponder • Crossing channelizer • Two units during peak periods et.A.a lEicssr...n= Al Leirm= Freeway Service Patrol Dedicated Express Lanes Service • Two Trucks • Initially 5 a.m. to 9 p.m. • Responding to Incidents and Disabled Vehicles 159 n Responses J et .A.a MEMI:DiWPM Al Leirm= Caltrans Express Lanes Maintenance • Sunday Closures (Every three weeks) • 4/2/17 • 4/23/17 • Debris removal, sweeping, channelizer replacement, drain clearing et.A.a lEicssr...n= Al Leirm= Upcoming Items • Monthly reporting to Commissioners and SR-91 Advisory Committee • Evaluating Improvements • Eastbound 91/15 Split • Westbound SR-91 entrance • Work with California Toll Operator Committee • Legislative Items • Technical Improvements • Statewide Marketing 1 91 Express Lanes Questions or Tour Requests Jennifer Crosson (951) 205-1496 or jcrosson@rctc.org