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HomeMy Public PortalAbout12 December 13, 2017 CommissionCOMM-COMM-00075 RIVERSIDE COUNTY TRANSPORTATION COMMISSION 'METING AGENDA TIIVE/DATE: 9:30 a.m / 1Nednesday, December 13, 2017 LOCATION: BOARD ROOM County of Riverside Administrative Center 4080 Lemon Street, First Floor, Riverside CONMSSIONERS Chair —John F. Tavaglione Vice Chair — Dana Reed Second Vice Chair— Chuck Washington Kevin Jeffries, County of Riverside, District 1 John F. Tavaglione, County of Riverside, District 2 Chuck Washington, County of Riverside, District 3 V. Manuel Perez, County of Riverside, District 4 Marion Ashley, County of Riverside, District 5 Deborah Franklin / Art Welch, City of Banning Lloyd White / Nancy Carroll, City of Beaumont Joseph DeConinck / Tim Wade, City of Blythe Jim Hyatt / Jeff Hewitt, City of Calimesa Randall Bonner / Jordan Ehrenkranz, City of Canyon Lake Greg Pettis / Shelley Kaplan, City of Cathedral City Steven Hemandez / 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 Peraful, City of Hemet Dana Reed / To Be Appointed, City of Indian Wells Michael Wilson / Glenn Miller, City of Indio Brian Berkson / Veme Lauritzen, City of Jurupa 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 Hamik/ Kathleen Kelly, City of Palm Desert Ginny Foat / Geoffrey Kors, City of Palm Springs Michael M. Vargas / Rita Rogers, City of Penis Ted Weill / Charles Townsend, City of Rancho Mirage Rusty Bailey/ Andy IVelendrez, City of Riverside Andrew Kotyuk / Scott IVlller, City of San Jacinto Michael S. Naggar / Matt Rahn, City of Temecula Ben Benoit / Timothy Walker, City of Wfldomar John Bulinski, Governor's Appointee Caltrans District 8 Comments are welcomed by the Coirrnission. If you wish to provide comments to the Conrrission, please complete and submit a Speaker Card to the perk of the Board. Tara Bve rl From: Tara Byerly Sent: Wednesday, December 06, 2017 8:10 AM To: Tara Byerly Cc: Anne Mayer; STAN D I FO Subject: RCTC: December Commission Agenda-12.13.2017 Good morning Commissioners, The December Agenda for the Commission meeting schedule for Wednesday, December 13, 2017 @ 9:30 a.m. is available. Please copy the link: http://rctcdev.info/uploads/media items/december-commission-agenda-december-13-2017.original.pdf Conflict of Conflict of Interest Formepdf Interest Memo.p... Also, attached for your review and information is the conflict of interest memo and form. Please let me know if you have any questions. Thank you. Respectfully, Tara Byerly Deputy Clerk of the Board Riverside County Transportation Commission 951.787.7141 W 1951.787.7906 F 4080 Lemon St. 3rd FI. 1 P.O. Box 12008 Riverside, CA 92502 rctc.org, f in i Tara Bve rl From: Tara Byerly Sent: Wednesday, December 06, 2017 8:17 AM To: Tara Byerly Subject: RCTC: December Commission Agenda - 12.13.2017 Good morning Commission Alternates, The December Agenda for the Commission meeting schedule for Wednesday, December 13, 2017 @ 9:30 a.m. is available. Please copy the link: http://rctcdev.info/uploads/media items/december-commission-agenda-december-13-2017.original.pdf Respectfully, Tara Byerly Deputy Clerk of the Board Riverside County Transportation Commission 951.787.7141 W 1951.787.7906 F 4080 Lemon St. 3rd FI. 1 P.O. Box 12008 Riverside, CA 92502 rctc.ora f NV in 1 RIVERSIDE COUNTY TRANSPORTATION COMMISSION TO: Riverside County Transportation Commission FROM: Tara Byerly, Deputy Clerk of the Board DATE: December 6, 2017 SUBJECT: Possible Conflicts of Interest — Riverside County Transportation Commission Agenda of December 13, 2017 The December 13, 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. 48 — Closed Session — Conference with Real Property Negotiators) Item APN(s) Property Owner(s) 1 206-132-036 W. La Cadena Property 206-132-037 Buyer: Kahlid Ali/Empire Pharmacy Agenda Item No. 8J — Amendment to the Agreement for RCTC 91 Express Lanes Traffic and Revenue Study Services Consultant(s): Stantec Consulting, Inc. Sheldon Mar, Senior Associate 475 Sth Avenue,l2th Floor New York, NY 10017 Agenda Item No.10 Refunding of 2010 Series A and 2013 Series A Sales Tax Revenue Bonds Consultant(s): Orrick, Herrington & Sutcliffe LLP Contact: Mary Collins; Devin Brennan The Orrick Building, 405 Howard Street San Francisco, CA 94105 Tara Bve rl From: Randi Johl <randi. johl@temeculaca.gov> Sent: Tuesday, December 12, 2017 2:37 PM To: Greg Butler Cc: Tara Byerly; Anne Mayer; Aaron Adams Subject: RE: Temecula RCTC Rep Greg, by way of this email I am confirming Maryann's designation as the RCTC representative for tomorrow's meeting on behalf of the City of Temecula. Randi Johl City Clerk City of Temecula (951) 694-6444 randi.johl@TemeculaCA.gov TemeculaCA.gov Please note that email correspondence with the City of Temecula, along with attachments, may be subject to the California Public Records Act, and therefore may be subject to disclosure unless otherwise exempt. From: Greg Butler Sent: Tuesday, December 12, 2017 2:22 PM To: Randi Johl <randi.johl@temeculaca.gov> Cc: Tara Byerly <TByerly@rctc.org>; Anne Mayer <AMayer@RCTC.org>; Aaron Adams <aaron.adams@temeculaca.gov> Subject: RE: Temecula RCTC Rep Importance: High Randi, See below; we need a quick e-mail from you to RCTC Director Anne Meyer and Tara Byerly, designating Mayor Maryann Edwards the City's RCTC rep for tomorrow's meeting as both our appointed representative and alternate cannot attend the meeting. Thanks, Greg Butler Assistant City Manager City of Temecula (951) 506-5168 greg.butler@TemeculaCA.gov TemeculaCA.gov Please note that email correspondence with the City of Temecula, along with attachments, may be subject to the California Public Records Act, and therefore may be subject to disclosure unless otherwise exempt. From: Tara Byerly [mailto:TByerly@rctc.org] Sent: Tuesday, December 12, 2017 2:12 PM To: Greg Butler <greg.butler@temeculaca.gov>; Anne Mayer <AMayer@RCTC.org> Subject: RE: Temecula RCTC Rep Good afternoon Greg, Yes, an email will be fine. Thank you, Tara 1 From: Greg Butler[mailto:greg.butler@temeculaca.gov] Sent: Tuesday, December 12, 2017 2:09 PM To: Anne Mayer <AMayer@RCTC.org> Cc: Tara Byerly <TByerly@rctc.org> Subject: RE: Temecula RCTC Rep Email OK? Greg Butler Assistant City Manager City of Temecula (951) 506-5168 greg.butler@TemeculaCA.gov TemeculaCA.gov Please note that email correspondence with the City of Temecula, along with attachments, may be subject to the Califomia Public Records Act, and therefore may be subject to disclosure unless otherwise exempt. From: Anne Mayer [mailto:AMayer@RCTC.org] Sent: Tuesday, December 12, 2017 2:08 PM To: Greg Butler <greg.butler@temeculaca.gov> Cc: Tara Byerly <TByerly@rctc.org> Subject: Re: Temecula RCTC Rep We need a letter from city clerk designating her as the City rep for the meeting. Have it sent to Tara today. I've included her email address above. Thanks On Dec 12, 2017, at 2:01 PM, Greg Butler <greg.butler@temeculaca.gov> wrote: Hello Anne, I was asked to check in with you regarding a procedural question. Both our designated RCTC Representative (Mike Naggar) and our designated Alternate Matt Rahn are not available to attend the meeting tomorrow. Council Member Naggar asked that our Mayor Maryann Edwards attend to represent the City of Temecula; will this pose any problems; do you need something from Mike to document that he's delegating his voting authority via proxy to Maryann. Regards, Greg Butler Assistant City Manager City of Temecula (951) 506-5168 greci.butler@TemeculaCA.gov 41000 Main St, Temecula, CA 92590 Please note that email correspondence with the City of Temecula, along with attachments, may be subject to the Califomia Public Records Act, and therefore may be subject to disclosure unless otherwise exempt. 2 City of Palm_ Springs David H. Ready, Esq., Ph.D. City Manager 3200 E. Tahquitz Canyon Way, Palm Springs, CA 92262 Tel 760.322.8350 • Fax 760.323.8207 • TDD 760.864.9527 David.ReadyCpalmspringsca.gov • www.palmspingsca.gov December 13, 2017 Riverside County Transportation Commission Tara Byerly Deputy Clerk of the Board Sent via electronic communication to tbyerly a�rctc.org Please be advised that Councilmember Lisa Middleton will be the City's appointed representative to RCTC, replacing former Councilmember Ginny Foat. Please contact my office if you have any questions or concerns. Sincerely, David H. Ready, City Manager Ph. D. PO Box 2743, Palm Springs, California 92263 RIVERSIDE COUNTY TRANSPORTATION COMMISSION www.rctc.org AGENDA* *Actions may be taken on any item listed on the agenda 9:30 a.m. Wednesday, December 13, 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 2. ROLL CALL 3. PLEDGE OF ALLEGIANCE 4 CLOSED SESSION 4A. CONFERENCE WITH LEGAL COUNSEL: ANTICIPATED LITIGATION Exposure to Litigation Pursuant to Government Code Section 54956.9(d)(2) Potential Number of Case(s): 1 4B. CONFERENCE WITH REAL PROPERTY NEGOTIATORS Pursuant to Government Code Section 54956.8 Agency Negotiator: Executive Director or Designee Property Owner(s): See Below Item APN(s) Property Owner(s) 1 206-132-036 W. La Cadena Property 206-132-037 Riverside County Transportation Commission Agenda December 13, 2017 Page 2 5. 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. 6. APPROVAL OF MINUTES — NOVEMBER 8, 2017 7. 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. 8. 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. 8A. PROPOSED 2018 COMMISSION/COMMITTEE MEETING SCHEDULE Page 1 Overview This item is for the Commission to adopt its 2018 Commission/Committee Meeting Schedule. Riverside County Transportation Commission Agenda December 13, 2017 Page 3 88. FISCAL YEAR 2016/17 COMMISSION AUDIT RESULTS Overview This item is for the Commission to: Page 5 1) Receive and file the Fiscal Year 2016/17 a) Comprehensive Annual Financial Report (CAFR); b) Local Transportation Fund (LTF) Financial and Compliance Report; c) State Transit Assistance (STA) Fund Financial and Compliance Report; d) Proposition 1B Rehabilitation and Security Project (Proposition 1B) Accounts Financial and Compliance Reports; e) Low Carbon Transit Operations Program (LCTOP) Account Financial and Compliance Reports; f) Single Audit Report; g) RCTC 91 Express Lanes Fund Financial Report; h) Commercial Paper Compliance Report; i) Auditor Required Communications Report; j) Agreed -Upon Procedures Report related to the Appropriations Limit Calculation; k) Agreed -Upon Procedures Report related to the Commuter Assistance Program (CAP) incentives; I) Management certifications. 8C. QUARTERLY FINANCIAL STATEMENTS Page 9 Overview This item is for the Commission to receive and file the Quarterly Financial Statements for the three months ended September 30, 2017. 8D. QUARTERLY SALES TAX ANALYSIS Overview This item is for the Commission to receive and file the sales tax analysis for Quarter 2, 2017 (2Q 2017). 8E. QUARTERLY INVESTMENT REPORT Overview This item is for the Commission to receive and file the Quarterly Investment Report for the quarter ended September 30, 2017. Page 16 Page 25 Riverside County Transportation Commission Agenda December 13, 2017 Page 4 8F. ANNUAL INVESTMENT POLICY REVIEW Overview This item is for the Commission to: Page 92 1) Adopt Resolution No. 17-017, "Resolution of the Riverside County Transportation Commission Regarding the Revised Investment Policy"; and 2) Adopt the revised annual Investment Policy. 8G. REVISIONS TO THE PROCUREMENT POLICY MANUAL Overview This item is for the Commission to: Page 105 1) Approve the revised Riverside County Transportation Commission Procurement Policy Manual (PPM) for the procurement and contracting activities undertaken by the Commission, pursuant to legal counsel review as to conformance to state and federal law; and 2) Adopt Resolution No. 17-016, "Resolution of the Riverside County Transportation Commission Regarding the Revised Procurement Policy Manual". 8H. SB 132 AGREEMENT FOR HAMNER AVENUE BRIDGE REPLACEMENT Overview This item is for the Commission to: Page 171 1) Approve Agreement No. 18-31-074-00 with Riverside County (County) and the cities of Eastvale and Norco for the Hamner Avenue Bridge Replacement project that received an allocation of SB 132 funds; and 2) Authorize the Executive Director, pursuant to legal counsel review, to execute the agreement and any future amendments considered minor, with the exception of changes to funding of non-SB 132 funds. Riverside County Transportation Commission Agenda December 13, 2017 Page 5 81. ADOPT RESOLUTION NO. 17-018 "A RESOLUTION OF THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION SUPERSEDING RESOLUTION NO. 05-012 AND ADOPTING AN UPDATED POLICY DESIGNATING OFFICIALS AUTHORIZED TO EXECUTE AGREEMENTS, ORDINANCES, AND RESOLUTIONS" Page 182 Overview This item is for the Commission to adopt Resolution No. 17-018, "A Resolution of the Riverside County Transportation Commission Superseding Resolution No. 05-012 and Adopting an Updated Policy Designating Officials Authorized to Execute Agreements, Ordinances, and Resolutions". 8J. AMENDMENT TO THE AGREEMENT FOR RCTC 91 EXPRESS LANES TRAFFIC AND REVENUE STUDY SERVICES Overview This item is for the Commission to: Page 185 1) Approve Agreement No. 10-31-099-07, Amendment No. 7 to Agreement No. 10-31-099-00, with Stantec Consulting Services Inc. (Stantec) for investment grade traffic and revenue study services for an additional amount of $635,000, for a total amount not to exceed $2,050,877; 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 to the FY 2017/18 budget of $635,000 for professional services expenditures. 8K. ADDITIONAL FUNDING FOR CONSTRUCTION ZONE ENHANCED ENFORCEMENT PROGRAM INCLUDED IN THE STATE FURNISHED MATERIALS CATEGORY FOR THE STATE ROUTE 91 CORRIDOR IMPROVEMENT PROJECT Page 194 Overview This item is for the Commission to authorize an increase in the expenditures for the Construction Zone Enhanced Enforcement Program (COZEEP) under Agreement No. 12-31-070-00 for the State Route 91 Corridor Improvement Project (91 Project) for an additional amount of $400,000, for a total amount not to exceed $5.5 million. Riverside County Transportation Commission Agenda December 13, 2017 Page 6 8L. COOPERATIVE AGREEMENT WITH THE CITY OF CORONA FOR MAINTENANCE OF NEW CITY STREETS PRIOR TO TRANSFER OF TITLE AS PART OF THE STATE ROUTE 91 CORRIDOR IMPROVEMENT PROJECT Page 196 Overview This item is for the Commission to: 1) Approve Agreement No. 18-31-076-00, with the city of Corona (City) for maintenance of new city streets prior to transfer of title as part of the State Route 91 Corridor Improvement Project (91 Project), in an amount not to exceed $25,000; and 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. 8M. CONSTRUCTION AGREEMENT WITH DALKE & SONS CONSTRUCTION INC. FOR THE PERRIS VALLEY LINE PLATFORM CANOPIES Overview This item is for the Commission to: Page 208 1) Award Agreement No. 18-33-051-00 to Dalke & Sons Construction Inc. (Dalke), as the lowest responsive, responsible bidder, for the construction of the Perris Valley Line (PVL) Platform Canopy project (Project) in the amount of $2,078,391, plus a contingency amount of $311,759, for a total amount not to exceed $2,390,150; 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 contingency work pursuant to the agreement terms up to the total amount; 4) Authorize the payment of pass -through costs for flagging services in an amount not to exceed $475,000; and 5) Approve an increase to the FY 2017/18 budget of $434,000 for flagging expenditures. 8N. SB 1 LOCAL PARTNERSHIP PROGRAM PROJECT NOMINATIONS Overview This item is for the Commission to: Page 218 1) Approve the project nominations for the SB 1 Local Partnership Program (LPP) programs comprised of: Riverside County Transportation Commission Agenda December 13, 2017 Page 7 a) LPP Formula: 71/91 Interchange, State Route 91 High Occupancy Vehicle (91 HOV)/Pachappa Underpass, and Temescal Canyon Road Widening projects; and b) LPP Competitive: Interstate 15/Railroad Canyon; 2) Approve match funds by programming $2 million of 2009 Measure A Western County (WC) Highway and/or New Corridor funds for the Commission's 71/91 Interchange project and $7.3 million of 2009 Measure A Western County Regional Arterial (MARA) funds for the County of Riverside's (County) Temescal Canyon Road Widening project; 3) Submit the project nominations to the California Transportation Commission (CTC) by the application deadline of December 15, 2017 for the LPP Formula program and January 30, 2018 for the LPP Competitive program; 4) Direct staff to include project amendments to reflect SB 1 LPP funding in the Federal Transportation Improvement Program; 5) Authorize the Executive Director, pursuant to legal counsel review and upon CTC adoption of the LPP Formula program of projects and CTC approval of the LPP Competitive program of projects, to execute amendments to the following agreements as required for programming SB 1 LPP and match funding: a) Agreement No. 08-31-033-00 with Caltrans for the 71/91 Interchange project; b) Agreement No. 16-31-045-00 with Caltrans for the 91 HOV/Pachappa Underpass project construction; and c) Agreement No. 17-72-109-00 with the County for the Temescal Canyon Road Widening project, as the County will be the implementing agency. 80. STATE ROUTE 91 DESIGN -BUILD CONTRACT AMENDMENT NO. 5 Overview This item is for the Commission to: Page 223 1) Approve Agreement No. 12-31-113-05, Amendment No. 5, with Atkinson/Walsh, a Joint Venture, for additional design and construction work on the State Route 91 Corridor Improvement Project (SR-91 CIP) in the amount of $37,503,734, plus a contingency amount of $1 million, for a total amount not to exceed $702,704,387; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Authorize the Executive Director to approve contincency work to be performed pursuant to the agreement terms up to the not to exceed amount. Riverside County Transportation Commission Agenda December 13, 2017 Page 8 9. LEGISLATIVE UPDATE AND 2018 STATE AND FEDERAL LEGISLATIVE PLATFORM Overview This item is for the Commission to: 1) Adopt the following bill position: a) H.R. 1— Seek amendments; and 2) Adopt the Commission's 2018 State and Federal Legislative Platform. 10. REFUNDING OF 2010 SERIES A AND 2013 SERIES A SALES TAX REVENUE BONDS Overview This item is for the Commission to: Page 226 Page 241 1) Receive and file the presentation regarding the issuance of the 2017 Series B Sales Tax Revenue Refunding Bonds (2017B Refunding Bonds); 2) Approve the refunding of a portion of the 2010 Series A Sales Tax Revenue Bonds (2010A Bonds) and 2013 Series A Sales Tax Revenue Bonds (2013A Bonds), outstanding in the aggregate principal amounts of $37,630,000 and $462,200,000, respectively; 3) Adopt Resolution No. 17-015, "Resolution Authorizing the Issuance and Sale of Not to Exceed $410,075,000 Aggregate Principal Amount of Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) in One or More Series, the Refunding of Outstanding Bonds, the Execution and Delivery of an Eighth Supplemental Indenture, a Purchase Contract, an Official Statement, a Continuing Disclosure Agreement and One or More Escrow Agreements, and the Taking of All Other Actions Necessary in Connection Therewith"; 4) Approve the draft preliminary Official Statement for the issuance of not to exceed $410,075,000 in 2017B Refunding Bonds and authorize the Executive Director to approve and execute the printing and distribution of the final Official Statement; 5) Approve the draft Continuing Disclosure Agreement related to the 2017B Refunding Bonds between the Riverside County Transportation Commission and Digital Assurance Certification, L.L.C., as dissemination agent, and authorize the Executive Director to approve and execute the final Continuing Disclosure Agreement; 6) Approve the draft Eighth Supplemental Indenture for the 2017B Refunding Bonds between the Riverside County Transportation Commission and U.S. Bank National Association (US Bank), as Trustee, and authorize the Executive Director to approve and execute the final Eighth Supplemental Indenture; Riverside County Transportation Commission Agenda December 13, 2017 Page 9 7) Approve the draft form of the Bond Purchase Agreement between the Riverside County Transportation Commission and Goldman, Sachs & Co. (Goldman), as Underwriter Representative acting on behalf of itself and Merrill Lynch, Pierce, Fenner & Smith Incorporated (BofAML); Barclays Capital Inc. (Barclays); Academy Securities (Academy); and Fidelity Capital Markets (Fidelity), (collectively the Underwriters), for the 2017B Refunding Bonds and authorize the Chief Financial Officer to approve and execute the final Bond Purchase Agreement; 8) Approve the draft form of Escrow Agreement between the Commission and US Bank, as Escrow Agent; 9) Approve the estimated costs of issuance of $625,000 and underwriters' discount of $1,075,000 to be paid from the bond proceeds and execution of related agreements, as required; 10) Approve Agreement No. 05-19-510-13, Amendment No. 13 to Agreement No. 07-31-14-00, with Orrick, Herrington, & Sutcliffe LLP (Orrick) for bond counsel services related to the issuance of the 2017B Refunding Bonds for an additional amount of $100,000 and a total amount not to exceed $2,850,000; and 11) Approve adjustments to the FY 2017/18 budget in the amount of $477.2 million to increase sources and to increase uses related to the issuance and use of advance refunding bond proceeds. 11. ELECTION OF RIVERSIDE COUNTY TRANSPORTATION COMMISSION OFFICERS AND APPOINTMENT OF EXECUTIVE COMMITTEE MEMBERS Page 247 Overview This item is for the Commission to: 1) Election of Riverside County Transportation Commission Officers and Appointment of Executive Committee Members 2) The Riverside County Board of Supervisor Commission members to appoint three representatives to the Executive Committee, if necessary. 12. ITEM(S) PULLED FROM CONSENT CALENDAR AGENDA 13. COMMISSIONERS / EXECUTIVE DIRECTOR REPORT Overview This item provides the opportunity for the Commissioners and the Executive Director to report on attended meetings/conferences and any other items related to Commission activities. Riverside County Transportation Commission Agenda December 13, 2017 Page 10 14. ADJOURNMENT The next meeting of the Commission is scheduled to be held on Wednesday, January 10, 2018, Board Room, First Floor, County Administrative Center, 4080 Lemon Street, Riverside. RIVERSIDE COUNTY TRANSPORTATION COMMISSION ROLL CALL DECEMBER 13, 2017 Present Absent County of Riverside, District I �� O County of Riverside, District II County of Riverside, District III �� O County of Riverside, District IV County of Riverside, District V O City of Banning --0r" O City of Beaumont ,121''4 O City of Blythe City of Calimesa �Cl City of Canyon Lake �' 0 City of Cathedral City Imo` O City of Coachella O /A'� City of Corona ,021--- O City of Desert Hot Springs City of Eastvale ,la' O City of Hemet ..A'' CI City of Indian Wells -471'-' O City of Indio 0 City of Jurupa Valley City of La Quinta -� O City of Lake Elsinore City of Menifee _� 0 City of Moreno Valley ,A'r" CI City of Murrieta City of Norco .-}Fr CI City of Palm Desert -0- O City of Palm Springs City of Perris ,0'' CI City of Rancho Mirage A'' O City of Riverside � O City of San Jacinto City of Temecula City of Wildomar �" O Governor's Appointee, Caltrans District 8 � O RIVERSIDE COUNTY TRANSPORTATION COMMISSION COMMISSIONER SIGN -IN SHEET DECEMBER 13, 2017 NAME AGENCY E_MAIL ADDRESS Ddookm, fkpryatt.'uyu `I?>)0011 in p1/4--a! ) at) +--- r-..� L�_-nc�cif �c�nT-.)(\ ),.,L.Ctft--RRolA ic�INi�a�-M��rte� QRw-ins A�Nl� Al�2�a bliq .i 4-ez • t E - P--, 3.--"1/1/-vir a / /te ›/- 4/----'A 00--7- 4/1/7: Loo/nmi �i-//1--r lc� Gi ��� �v,eva r��� 11," ��' `1�� Gels ) iti �,2— ilAraJ (c_cd)Ja,v-669 �-aitiukx<z' 14,,-)t.4.1-- I, Ire., 4A Qr-)Ipv---A, fg#3 WIt›lee--- („, '-'15---;-1/1-e VC._ i,17.........e) Vet-e 2 ij'''4. 12j./7 ) . A. R..y P�.exlie_ CpLTa/.44s b.bb ----\---c ,'�N-k(z) Lk0k/C � J-----7-N wells � v‘tikktukt6:-00-� /4-v,,,., tri_-,/,, cis , Dur _ _2 Fvc///./, ";at'fri/ --1‘4v7i/Ple- ia.ire---(N Catiex\rx A/r, A)//v7-6-2-- ,97g ; 6/ rf / Ac4Aei # 14444-1- Perth. ide/r..5:grz,,, 3 ,x-0-7,--- ,//nAt--/-3 tige- Weill , a4idto /(-1t-et v SAID e -�1 C��+i V LI-A-,' , �t:�t.` (1,"-Yb t rim (� ( ��-t s a..� pf,„..,x,/,. AGENDA ITEM 6 MINUTES RIVERSIDE COUNTY TRANSPORTATION COMMISSION MINUTES Wednesday, November 8, 2017 1. CALL TO ORDER The Riverside County Transportation Commission was called to order by Chairman John Tavaglione at 9:31 a.m. in the Board Room at the County of Riverside Administrative Center, 4080 Lemon Street, First Floor, Riverside, California, 92501. 2. ROLL CALL Commissioners/Alternates Present Commissioners Absent Victoria Baca Ben Benoit Brian Berkson Russell Betts Randall Bonner John Bulinski Joseph DeConinck Deborah Franklin Rick Gibbs Jan Harnik Steven Hernandez Berwin Hanna Jim Hyatt Kevin Jeffries Andrew Kotyuk Clint Lorimore Bob Magee Andy Melendrez Michael Naggar Greg Pettis* V. Manuel Perez* Robert Radi Dana Reed Karen Spiegel John F. Tavaglione Michael M. Vargas Chuck Washington Ted Weill Lloyd White Michael Wilson Neil Winter Marion Ashley Ginny Foat Linda Krupa *Arrived after the meeting was called to order 3. PLEDGE OF ALLEGIANCE Commissioner Chuck Washington, led the Commission in a flag salute. 4. PUBLIC COMMENTS There were no requests to speak from the public. Riverside County Transportation Commission Minutes November 8, 2017 Page 2 5. APPROVAL OF MINUTES — OCTOBER 11, 2017 M/S/C (Hanna/Wilson) to approve the October 11, 2017 minutes as submitted. Abstain: Lorimore 6. ADDITIONS / REVISIONS There were no additions or revisions to the agenda. 7. CONSENT CALENDAR M/S/C (Baca/Betts) to approve the following Consent Calendar items. Recuse: Spiegel on Agenda Item 7D 7A. SINGLE SIGNATURE AUTHORITY REPORT Receive and file the Single Signature Authority report for the first quarter ended September 30, 2017. 7B. AGREEMENTS FOR ON -CALL PUBLIC OUTREACH AND MARKETING SERVICES 1) Award the following agreements to provide on -call public outreach and marketing services for a three-year term, and two, two-year options to extend the agreements, in an amount not to exceed an aggregate value of $1 million: a) Agreement No. 17-15-105-00 to Arellano Associates; b) Agreement No. 17-15-110-00 to Celtis Ventures, Inc.; c) Agreement No. 17-15-111-00 to CityWorks People + Places, Inc.; d) Agreement No. 17-15-112-00 to ETA Agency; e) Agreement No. 17-15-113-00 to MBI Media; and f) Agreement No. 17-15-114-00 to Moore lacofano Goltsman, Inc. (MIG); 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements, including option years, on behalf of the Commission; and 3) Authorize the Executive Director, or designee, to execute task orders awarded to the consultants under the terms of the agreements. Riverside County Transportation Commission Minutes November 8, 2017 Page 3 7C. STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION MASTER AGREEMENT ADMINISTERING AGENCY -STATE AGREEMENT FOR FEDERAL -AID PROJECTS 1) Approve Master Administering Agency -State Agreement (Master Agreement) No. 18-31-066-00 for Federal -Aid Projects between the Commission and the State of California Department of Transportation (Caltrans); and 2) Authorize the Chair, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. 7D. AMENDMENT TO AGREEMENT FOR ON -CALL STRATEGIC PARTNERSHIP ADVISOR SERVICES WITH WSP USA INC. FOR THE 15/91 EXPRESS LANES CONNECTOR PROJECT 1) Approve Agreement No. 06-66-027-23, Amendment No. 12 to Agreement No. 06-66-027-00, with WSP USA Inc., formerly Parsons Brinckerhoff, Inc., to provide project management services for the proposed 15/91 Express Lanes Connector (15/91 ELC) Project in the amount of $1,282,366, plus a contingency amount of $128,237, for a total amount not to exceed $1,410,603; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Authorize the Executive Director or designee to approve contingency work up to the total not to exceed amount as required for the project. 7E. AGREEMENT FOR ARCHITECTURAL -ENGINEERING AND CONSTRUCTION MANAGEMENT SERVICES FOR THE INTERSTATE 15 EXPRESS LANES REGIONAL OPERATIONS CENTER AND STORAGE AND MAINTENANCE FACILITY BUILDOUTS 1) Award Agreement No. 18-31-006-00 to Owen Group, Inc. (Owen Group) to provide architectural -engineering (A-E) and construction management (CM) services for the 1-15 Express Lanes Regional Operations Center (ROC) and Storage and Maintenance Facility (SAM) buildouts (Project) in the amount of $550,052, plus a contingency amount of $55,005, for a total amount not to exceed $605,057; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Authorize the Executive Director, or designee, to approve contingency work pursuant to the agreement terms up to the total amount. Riverside County Transportation Commission Minutes November 8, 2017 Page 4 7F. AGREEMENT FOR PREPARATION OF THE FINAL ENVIRONMENTAL DOCUMENT, PRELIMINARY ENGINEERING, AND PLANS, SPECIFICATIONS AND ESTIMATES FOR THE CONSTRUCTION OF THE SANTA ANA RIVER TRAIL PROJECT THROUGH THE GREEN RIVER GOLF COURSE 1) Award Agreement No. 17-67-027-00 to Michael Baker International (Michael Baker) to prepare a final environmental document; perform preliminary engineering services; prepare plans, specifications, and estimates (PS&E); and provide construction design support services for the construction of the Santa Ana River Trail (SART) 2 project through Green River Golf Course (Project) in the amount of $1,142,691, plus a contingency amount of $114,269 for potential changes in scope, for a total amount not to exceed $1,256,960; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review and contingent upon Riverside County Regional Park and Open -Space District (Park District) execution of a Proposition 84 Grant funding agreement, to execute the agreement on behalf of the Commission; 3) Authorize the Executive Director or designee to approve contingency work as may be required for the Project; 4) Approve Agreement No. 18-67-064-00 with BNSF Railway (BNSF) to define the roles and responsibilities of each party regarding safety related and design review services for the Project, in an amount not to exceed $300,000; and 5) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements on behalf of the Commission. 7G. AGREEMENTS FOR ON -CALL CONSTRUCTION MANAGEMENT SERVICES, MATERIALS TESTING, AND CONSTRUCTION SURVEYING SERVICES FOR THE CONSTRUCTION OF COMMUTER RAIL STATION CAPITAL IMPROVEMENT P ROJ ECTS 1) Award the following agreements to provide on -call construction management services, materials testing, and construction surveying services (collectively, CM services) for the construction of commuter rail station capital improvement projects for a three-year term, and one, two- year option to extend the agreements, in an amount not to exceed an aggregate value of $7.5 million; a) Agreement No. 17-33-099-00 to HDR Construction Control Corporation; b) Agreement No. 17-33-121-00 to Kleinfelder; and c) Agreement No. 17-33-122-00 to S2 Engineering, Inc.; Riverside County Transportation Commission Minutes November 8, 2017 Page 5 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements, including option years, on behalf of the Commission; and 3) Authorize the Executive Director, or designee, to execute task orders awarded to the consultants under the terms of the agreements. 7H. AGREEMENT WITH THE CALIFORNIA DEPARTMENT OF TRANSPORTATION FOR THE OPERATION OF THE FREEWAY SERVICE PATROL PROGRAM IN RIVERSIDE COUNTY 1) Approve Agreement No. 18-45-047-00 with the California Department of Transportation (Ca!trans) for the operation of the Riverside County Freeway Service Patrol (FSP) program in the amount not to exceed $1,613,144 in state funding for Fiscal Year 2017/18; and 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. 71. 2018 WESTERN RIVERSIDE COUNTY MEASURE A SPECIALIZED TRANSIT THREE- YEAR CALL FOR PROJECTS 1) Approve the release of the 2018 Western Riverside County Measure A Specialized Transit Three -Year Call for Projects (2018 Call for Projects) for approximately $8.2 million covering Fiscal Years 2018/19 — 2020/21 for Western Riverside County (Western County); and 2) Authorize staff to advertise the availability of funding and to solicit project proposals from non-profit agencies and other interested parties or operators. At this time, Commissioners Greg Pettis and V. Manuel Perez joined the meeting. 8. 2009 MEASURE A LOCAL STREETS AND ROADS PROGRAM MAINTENANCE OF EFFORT AND FISCAL YEARS 2017/18 — 2021/22 CAPITAL IMPROVEMENT PLAN FOR THE CITY OF BEAUMONT Lorelle Moe -Luna, Senior Management Analyst, provided the details for the 2009 Measure A Local Streets and Roads (LSR) Program Maintenance of Effort (MOE) and Fiscal Years 2017/18 — 2021/22 Capital Improvement Plan for the city of Beaumont. Commissioner Jim Hyatt expressed taking a position on behalf of the city of Calimesa (Calimesa) on this issue since Calimesa was harmed by what the city of Beaumont (Beaumont) did years past. Commissioner Hyatt referred to the Cherry Valley interchange project that needs addition funding. According to Commissioner Hyatt, Beaumont has built 1,200 homes in that area as Beaumont yet did not collect necessary Transportation Riverside County Transportation Commission Minutes November 8, 2017 Page 6 Uniform Mitigation Fees (TUMF). He went on to explain Calimesa would face additional problems at that interchange due to the County approving a warehouse with 600 more trips per day going through Cherry Valley. Commissioner Hyatt also expressed concern regarding the distribution of punitive funds from people being prosecuted. Commissioner Hyatt expressed that Calimesa believes it should come back to the San Gorgonio Pass (Pass Zone) where Beaumont, Calimesa, and the County have that opportunity to use those funds to recover what was lost years ago. He suggested delaying this until WRCOG gets the Pass Zone together and defines where those recovered funds will go. He discussed the Interstate 10 bypass project that is attached to the Pass Zone. In his view the Bypass should be a regional project, to make it more eligible for funding. Due to the combination of these concerns, Commissioner Hyatt stated he will vote no on this agenda item. In response to Commissioner Spiegel's clarification in the staff report about the portion that states assuming that Beaumont's participation in TUMF is effective November 4, Lorelle Moe -Luna replied it is more contingent upon the verification from WRCOG that this is the effective date, which was received from Beaumont. Commissioner Russell Betts concurred with Commissioner Hyatt's comments and his position on this matter. He suggested the Commissioners vote to reject staff's recommendations and have a motion to continue this agenda item until something can be worked out in the Pass Zone. Anne Mayer explained the issues raised by Calimesa were valid and she met with Calimesa multiple times over the past few weeks and there is another meeting with WRCOG next week. She clarified the agenda item is to reinstate Beaumont to the TUMF Program as Beaumont met all the requirements put forward in the Measure A Ordinance. She explained that while the discussion was somewhat related to the staff report topic it was independent of the issues raised related to the funds that are reclaimed through the court system. Commissioner Bob Magee concurred with Commissioner Hyatt's comments and expressed gratitude to staff for providing the attached settlement agreement and release stating that it was a document he had never previously seen. Commissioner Magee expressed it was informative to find a city could take an eight -year break from the program, spend regional money directly inside its city boundaries, then come back after paying a fine. He stated that he would support the continuance and would not vote in favor of the original item as a protest to how the city of Lake Elsinore has been treated in the past. Riverside County Transportation Commission Minutes November 8, 2017 Page 7 M/S/C (Betts/Hyatt) for a 60-day continuance of this item. Abstain: Hernandez and Pettis No: Baca, Benoit, Gibbs, Hanna, Harnik, Melendrez, Naggar, Reed, Washington, Wilson, and White After the vote, Commissioner White stated that he had wanted to speak before the continuance was voted on. He explained that the eight -year break from the TUMF program was not good for Beaumont and the city is currently in a challenging financial situation and beginning to rebuild the streets, and reestablish the Community's trust. He explained when he became a Commissioner he told the Commission the entire region and the citizens of Beaumont were harmed by what the former predecessors did. He explained city was doing its best to move forward. Commissioner White expressed his concern that a continuance would add another 60 days before it could even be considered again. He stressed that Beaumont was trying to earn that trust back with a new council, and new staff members. Commissioner White noted this is a WRCOG issue and concurred with Commissioner Hyatt the Pass Zone needs to receive some restitution, but that was not Beaumont's issue to decide. Commissioner White expressed the Measure A issue had nothing to do with the issue being brought up and the protest vote to continue the item had set Beaumont back a few steps. Chairman Tavaglione appreciated Commissioner White's comments and noted this has been an unfortunate situation with Beaumont and suggested the Commissioners work together and move on. In response to Commissioner Reed's question if Chairman Tavaglione voted yes on the last vote, Chairman Tavaglione replied he meant to vote no on the 60-day continuance. Commissioner White expressed that is why he requested to speak before the vote to ensure the Commissioners understood they were voting to continue it for 60 days. Anne Mayer recommended staff comes back with an update in December with a presentation that explains what the proposals are with respect to the settlement funds and the impacts on the Commission. Chairman Tavaglione asked legal counsel whether there was an opportunity to reconsider the previous action. Steve DeBaun replied the process would be to move for reconsideration and that can be moved by those that have voted in favor of the original motion. If that passed there would be a new vote. At this time, Chairman Tavaglione moved for reconsideration. He clarified the Commissioners would be voting to reconsider the last motion to continue. Riverside County Transportation Commission Minutes November 8, 2017 Page 8 Commissioner White pointed out that five Commissioners were waiting to speak and if this does not pass they would lose that opportunity. Chairman Tavaglione replied the Commissioners would be doing a reconsideration of the previous vote and the speakers would have an opportunity to speak. Commissioner Reed replied that if it is not reconsidered then the Commission will move on to Agenda Item 9. Commissioner Betts recommended to vote on the motion and stated that he would vote no. Commissioner Spiegel explained when Anne Mayer made her initial comments about two separate items she respected that, but it was not until her second statement that all the regional arterial funds will be jeopardized, which is a concern that every jurisdiction should consider. She suggested to reconsider and push it out 30 days and in December the Commissioners can vote so those funds are not jeopardized during this timeframe. Commissioner Hyatt concurred with Anne Mayer comments to bring it back in December as it would be WRCOG's responsibility to hold a Pass Zone meeting on the resolutions to discuss the recovery money. He commented that the penalty money was for people to avoid jail time by paying a fine and should not be influenced by Beaumont. Commissioner Baca stated she supported reconsideration as it is not in the best interest for local jurisdictions to wait for these funds for the MOE. Commissioner Neil Winter suggested it would be best to prepare a further report in 30 days to get the Commission updated on all the conditions would help make a wiser vote on this particular option. Commissioner White clarified he did not say the Pass Zone should not share in the revenues from the criminal proceedings; he clarified that he did not that think it was Beaumont's decision to decide where the money would go. M/S/C (Tavaglione/Spiegel) to reconsider the previous agenda item. Abstain: Pettis No: Betts, Franklin, Hyatt, Magee, and Lorimore Commissioner Reed clarified the Commission is back to the motion to continue for 60 days. A yes vote will continue for 60 days and a no vote means the Commission will continue discussing the issue today. Commissioner Washington suggested a substitute motion to adopt staff's recommendation. Riverside County Transportation Commission Minutes November 8, 2017 Page 9 Commissioner Reed clarified that is the motion where Commissioner Betts substituted. If Commissioner Betts' motion is defeated the Commission will go to the first, which is to adopt staff's recommendation. Chairman Tavaglione clarified the second motion or the substitute motion was to continue the agenda item for 60 days. If this agenda item is continued there will be impacts as there are four cities that do not agree with the Commissioners and transportation funds are being delayed. He asked the Commissioners to either vote no on the substitute motion to move this agenda item along or vote yes on the substitute motion and continue for 60 days and put everything at risk. M/S to continue for 60 days. Abstain: Pettis Yes: Betts, Hyatt, Lorimore, and Magee No: Baca, Benoit, Berkson, Bonner, DeConinck, Franklin, Gibbs, Hanna, Harnik, Hernandez, Jeffries, Kotyuk, Melendrez, Naggar, Tavaglione, Perez, Spiegel, Radi, Reed, Vargas, Washington, Weill, Wilson, White, and Winter Motion failed Chairman Tavaglione clarified this is to approve the original motion. M/S/C (Baca/Tavaglione) to: 1) Approve the 2009 Measure A Maintenance of Effort (MOE) Base Year level of $515,908 (prorated initial year amount of $343,939) for the city of Beaumont (Beaumont) applicable beginning with Fiscal Year 2017/18; 2) Approve Beaumont's FYs 2017/18 — 2021/22 Capital Improvement Plan (CIP) for Local Streets and Roads (LSR); 3) Split Measure A revenues between Western Riverside Council of Governments (WRCOG) and Beaumont according to the settlement terms approved by both parties, including a maximum amount of $9.4 million to be received by WRCOG; and 4) Allocate Beaumont's share of Measure A LSR funds starting in January 2018, which represents sales taxes earned in November 2017, assuming that Beaumont's participation in TUMF is effective November 4, 2017. Abstain: Pettis No: Betts, Hyatt, and Magee At this time, Commissioner Kotyuk left the meeting. Riverside County Transportation Commission Minutes November 8, 2017 Page 10 9. SB 132 AGREEMENTS FOR LIMONITE INTERCHANGE AND JURUPA ROAD GRADE SEPARATION PROJECTS Shirley Medina, Planning and Programming Director, provided an overview for the SB 132 agreements for Limonite Interchange and Jurupa Road Grade Separation projects. She displayed the SB 132 projects map that identifies the five projects along or near the proximity of the Interstate 15 between State Route 91 and SR-60. M/S/C (Wilson/Winter) to: 1) Approve the following agreements for projects that received an allocation of SB 132 funds: a) Agreement No. 18-62-059-00 with Riverside County (County) and the cities of Eastvale and Jurupa Valley for the Interstate 15/Limonite Avenue Interchange Improvement (1-15 Limonite Interchange) project; b) Agreement No. 18-62-058-00 with the County and the city of Jurupa Valley (Jurupa Valley) for the Jurupa Road Grade Separation project; and 2) Authorize the Executive Director, pursuant to legal counsel review, to execute the agreements and any future amendments considered minor, with the exception of changes to funding. 10. CONSTRUCTION AGREEMENT WITH LOS ANGELES ENGINEERING, INC. FOR THE LA SIERRA PARKING LOT EXPANSION Patti Castillo, Capital Projects Manager, presented the construction agreement with Los Angeles Engineering, Inc. for the La Sierra Parking Lot Expansion project, highlighting the following areas: • A map depicting the project location; • A map depicting the current location of the La Sierra Commuter Rail station and the vacant lot owned by the Commission for the future parking lot expansion; and • A proposed project design of the additional 444 parking spaces — 10 additional ADA spaces, 27 electric vehicle ready spaces, 36 clear air vehicle spaces, a traffic signal, landscaping, lighting, security cameras, a storage building, restroom facility, and adding six additional RTA bus bays. In response to Commissioner Spiegel's request staff communicated with the Riverside Transit Agency (RTA) about the use of the existing bus bay, Patti Castillo replied RTA will not use the existing bus bay. The existing bus bay will remain in place to be used for dropping off people and RTA will utilize the new six bus bay locations for its service. Riverside County Transportation Commission Minutes November 8, 2017 Page 11 In response to Commissioner's Speigel's question if there will be restriping, Patti Castillo replied the existing bus bay will be left as is and staff will monitor it in case improvements need to be made. M/S/C (Baca/Radi) to: 1) Award Agreement No. 18-33-123-00 to Los Angeles Engineering, Inc. (LA Engineering), as the lowest responsible, responsive bidder, for the construction of the La Sierra Parking Lot Expansion project (Project) in the amount of $4,095,100, plus a contingency amount of $614,265 for a total amount not to exceed $4,709,365; 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 contingency work pursuant to the agreement terms up to the total amount; and 4) Authorize the Executive Director to enter into agreements, or amendments to existing agreements, as determined appropriate, with BNSF Railway (BNSF) and city of Riverside Public Utilities for flagging and utility connection fees for an amount not to exceed $200,000. 11. ITEM(S) PULLED FROM CONSENT CALENDAR FOR DISCUSSION There were no items pulled from the Consent Calendar. 12. COMMISSIONERS/EXECUTIVE DIRECTOR'S REPORT 12A. Commissioner Spiegel expressed gratitude for the Santa Ana River Trail project that was approved today. 12B. Commissioner Hanna announced on Veterans Day on November 11 there will be a celebration at the George Ingalls Veterans Memorial Park in Norco. 12C. Commissioner White expressed continuing to be committed as Beaumont has changed but the struggle Beaumont has with earning the Commissioners trust and Beaumont's neighbors trust, which does not compare to earning back the community's trust. He expressed gratitude for approving Beaumont's MOE. 12D. Commissioner Baca announced on November 11 the city of Moreno Valley will host its 10h Annual Veterans Day ceremony off SR-60 at Frederick Street and the guest speaker is a World War II Veteran — Retired Colonel Earl T. Williams from the United States Air Force. Riverside County Transportation Commission Minutes November 8, 2017 Page 12 12E. Commissioner Franklin announced as the Chair of WRCOG there is a Technical Advisory Committee meeting on November 16 to discuss the issues about the TUMF and the Pass Area. 12F. Governor's Appointee John Bulinski from Caltrans District 8, announced there will be an SB 1 partnership Forum — Rebuilding California held on November 30 at the Riverside Convention Center. A flyer was distributed to the Commissioners. 12G. Commissioner Vargas announced Thomas the Train is in town in the city of Perris at the Orange Empire Railway Museum on November 10, 11, and 12. 12H. Commissioner Harnik reminded the Commissioners on November 9 the Southern California Association of Governments is hosting its Eight Annual Southern California Economic Summit the Cost of Not Housing at the L.A. Hotel Downtown. 121. Anne Mayer announced: • There will be a Budget and Implementation, Audit Ad Hoc, and the Western Riverside County programs and Projects Committee meetings on November 27; • On December 6 a groundbreaking ceremony for the 1-15 Express Lanes Project is being held at the Silverlakes Sports Complex in Norco at 9:30 a.m. Invitations were distributed to the Commissioners; • On December 6-7 the California Transportation Commission (CTC) will hold their meetings in the Board Room; and • There was a brochure that was distributed to the Commissioners about the Festival of Lights Metrolink trains. 13 CLOSED SESSION 13A. CONFERENCE WITH REAL PROPERTY NEGOTIATORS Pursuant to Government Code Section 54956.8 Agency Negotiator: Executive Director or Designee Property Owner(s): See Below Item APN(s) Property Owner(s) 1 206-132-036 W. La Cadena Property 206-132-037 13B. CONFERENCE WITH LEGAL COUNSEL — EXISTING LITIGATION Pursuant to Government Code Section 54956.9(d)(1) Case No. PSC 1705629 The Commission was given authority to defend the litigation matter. Riverside County Transportation Commission Minutes November 8, 2017 Page 13 14. ADJOURNMENT There being no further business for consideration by the Riverside County Transportation Commission, Chairman Tavaglione adjourned the meeting at 10:51 a.m. The next Commission meeting is scheduled to be held at 9:30 a.m., Wednesday, December 13, 2017, Board Chambers, First Floor, County Administrative Center, 4080 Lemon Street, Riverside. Respectfully submitted, UVA., X Tara Byerly Deputy Clerk of the Board AGENDA ITEM 8A RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: December 13, 2017 TO: Riverside County Transportation Commission FROM: John Standiford, Deputy Executive Director THROUGH: Anne Mayer, Executive Director SUBJECT: Proposed 2018 Commission/Committee Meeting Schedule STAFF RECOMMENDATION: This item is for the Commission to adopt its 2018 Commission/Committee Meeting Schedule. BACKGROUND INFORMATION: The Commission is scheduled to meet on the second Wednesday of each month at 9:30 a.m. The Executive Committee is scheduled at 9:00 a.m. on the same day. For 2018, the annual Commission Workshop will be held on Thursday, January 25 and Friday, January 26 at the Hyatt Regency Indian Wells Resort. Due to the timing of the annual workshop, the January Budget and Implementation and Western Riverside County Programs and Projects Committees will not be scheduled. The Commission's policy committees — Budget and Implementation and Western Riverside County Programs and Projects— meet on the fourth Monday of each month at 9:30 a.m. and 1:30 p.m., respectively. For 2018, these Committees will not meet in May or December due to a holiday. Additionally, the Eastern Riverside County Programs and Projects Committee meets on the first Monday of each month at 10:30 a.m., except when the first Monday falls on a holiday or in the same week as a Commission meeting. There are times when a committee meeting may be cancelled due to lack of substantive agenda items. When this occurs, the Commissioners will be notified and items are forwarded directly to the Commission for final action. Attachment: Proposed 2018 Commission/Committee Meetings Schedule Agenda Item 8A 1 RIVERSIDE ROTC COUNTY N PDRTATIDN 2018 MEETING COMMISSION SCHEDULE Meeting Date (Wednesday) Commission Location Executive Committee Location January 10 9:30 a.m. Board Room 9:00 a.m. RCTC Conf. Rm A January 25-26 Meeting / Workshop 1:30 p.m. (Thursday) 8:30 a.m. (Friday) Hyatt Regency Indian Wells Resort N/A N/A February 14 9:30 a.m. Board Room 9:00 a.m. RCTC Conf. Rm A March 14 9:30 a.m. Board Room 9:00 a.m. RCTC Conf. Rm A April 11 9:30 a.m. Board Room 9:00 a.m. RCTC Conf. Rm A May 9 9:30 a.m. Board Room 9:00 a.m. RCTC Conf. Rm A June 13 9:30 a.m. Board Room 9:00 a.m. RCTC Conf. Rm A July 11 9:30 a.m. Board Room 9:00 a.m. RCTC Conf. Rm A August 8 9:30 a.m. Board Room 9:00 a.m. RCTC Conf. Rm A September 12 9:30 a.m. Board Room 9:00 a.m. RCTC Conf. Rm A October 10 9:30 a.m. Board Room 9:00 a.m. RCTC Conf. Rm A November 14 9:30 a.m. Board Room 9:00 a.m. RCTC Conf. Rm A December 12 9:30 a.m. Board Room 9:00 a.m. RCTC Conf. Rm A The Commission and the Executive Committee meetings are held on the second Wednesday of each month. 2018 RCTC Meeting Schedule — V1 2 Meeting Date (Monday) Budget and Implementation Committee Western Riverside County Programs and Projects Committee Location February 26 9:30 a.m. 1:30 p.m. Board Room March 26 9:30 a.m. 1:30 p.m. Board Room April 23 9:30 a.m. 1:30 p.m. Board Room June 25 9:30 a.m. 1:30 p.m. Board Room July 23 9:30 a.m. 1:30 p.m. Board Room August 27 9:30 a.m. 1:30 p.m. Board Room September 24 9:30 a.m. 1:30 p.m. Board Room October 22 9:30 a.m. 1:30 p.m. Board Room November 26 9:30 a.m. 1:30 p.m. Board Room The meetings of the Budget and Implementation Committee and the Western Riverside County Programs and Projects Committee are held on the fourth Monday of each month, except on holidays. 2018 RCTC Meeting Schedule — V1 3 Meeting Date (Monday) Eastern Riverside County Programs and Projects Committee Location February 5 10:30 a.m. CVAG Office 73-710 Fred Waring Drive Suite 119 Palm Desert, CA 92260 March 5 10:30 a.m. April 2 10:30 a.m. June 4 10:30 a.m. July 2 10:30 a.m. September 3 10:30 a.m. October 1 10:30 a.m. November 5 10:30 a.m. December 3 10:30 a.m. The meetings of the Eastern Riverside County Programs and Projects Committee are held on the first Monday of the month, except when the first Monday falls on a holiday or in the same week as a Commission meeting. Meeting Date (Monday) Technical Advisory Committee Location January 22 10:00 a.m. Riverside — RCTC Conf. Rm A March 19 10:30 a.m. Palm Desert — CVAG Board Room May 21 10:00 a.m. Riverside — RCTC Conf. Rm A July 16 10:30 a.m. Palm Desert — CVAG Board Room September 17 10:00 a.m. Riverside — RCTC Conf. Rm A November 19 10:30 a.m. Palm Desert — CVAG Board Room The meetings of the Technical Advisory Committee are held on the third Monday of every other month, except for holidays. If the meeting falls on a holiday, the meeting is moved to the fourth Monday. Riverside — Commission Office, rC ounty Administrative Center, 4080 Lemon Street, 3 Floor, Riverside, CA Coachella Valley Association of Governments — Board Room, 73-710 Fred Waring Drive, Palm Desert, CA 2018 RCTC Meeting Schedule — V1 4 AGENDA ITEM 8B RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: December 13, 2017 TO: Riverside County Transportation Commission FROM: Audit Ad Hoc Committee Theresia Trevino, Chief Financial Officer Michele Cisneros, Deputy Director of Finance THROUGH: Anne Mayer, Executive Director SUBJECT: Fiscal Year 2016/17 Commission Audit Results AUDIT AD HOC COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Receive and file the Fiscal Year 2016/17 a) Comprehensive Annual Financial Report (CAFR); b) Local Transportation Fund (LTF) Financial and Compliance Report; c) State Transit Assistance (STA) Fund Financial and Compliance Report; d) Proposition 1B Rehabilitation and Security Project (Proposition 1B) Accounts Financial and Compliance Reports; e) Low Carbon Transit Operations Program (LCTOP) Account Financial and Compliance Reports; f) Single Audit Report; g) RCTC 91 Express Lanes Fund Financial Report; h) Commercial Paper Compliance Report; i) Auditor Required Communications Report; j) Agreed -Upon Procedures Report related to the Appropriations Limit Calculation; k) Agreed -Upon Procedures Report related to the Commuter Assistance Program (CAP) incentives; and I) Management certifications. BACKGROUND INFORMATION: In April 2015, Macias Gini & O'Connell, LLP (MGO) was selected to perform the annual audit of the Commission's financial statements included in the CAFR, LTF, STA, RCTC 91 Express Lanes Fund, and federal awards. As a result of receipt of Proposition 1B and LCTOP funds for commuter rail rehabilitation and security projects, a separate audit is required. Additionally, MGO was to perform agreed -upon procedures related to the annual Appropriations Limit Calculation and the CAP incentives and to report on compliance with commercial paper debt covenants. The audits, compliance procedures, and agreed -upon procedures for the fiscal year ended June 30, 2017, have been completed, and MGO issued all reports. Agenda Item 8B The Commission's CAFR consists of three sections: introductory, financial, and statistical. While the introductory and statistical sections were not audited by MGO, the basic financial statements included in the financial section were audited by MGO. The Commission received an unmodified opinion on its basic financial statements from MGO, which is the highest form of assurance. Limited procedures were performed related to the required supplementary information, including Management's Discussion and Analysis; such information was not audited. The other supplementary information was subjected to the auditing procedures applied in the audit of the basic financial statements, and in the opinion of the auditors, it is fairly stated in relation to the basic financial statements. The basic financial statements include government -wide financial statements, fund financial statements, and notes to the financial statements. Management's Discussion and Analysis section provides a narrative overview and analysis of the Commission's financial activities for the fiscal year. Financial highlights and significant matters of the basic financial statements include: • Net position of approximately $141.5 million at June 30, 2017 compared to approximately $336.7 million at June 30, 2016, reflecting a net decrease of $195.2 million; • The net decrease in net position consisting of a net increase of approximately $98.5 million from governmental activities and a net decrease of approximately $293.7 million from business -type activities; • Governmental fund balances of approximately $706.4 million attune 30, 2017, compared to approximately $740.4 million at June 30, 2016, representing a decrease of approximately $34 million; • The addition of business type activities and a major proprietary fund, RCTC 91 Express Lanes Fund (an enterprise fund of the Commission), as a result of the substantial completion of the 91 Project and opening of tolled express lanes in March 2017. The proprietary fund reflects 103 days of toll operations and the transfer of capital and intangible assets and toll -supported long-term debt from governmental activities; • Early implementation of Governmental Accounting Standards Board (GASB) Statement No. 75, Accounting and Financial Reporting for Postemployment Benefits Other Than Pensions, related to other postemployment benefits (OPEB) and GASB Statement No. 85, Omnibus 2017, for fiscal years beginning after June 15, 2017. As a result, there were no fiscal impacts from this implementation and two new schedules, Schedule of Changes in the Net OPEB Liability and Related Ratios and Schedule of OPEB Contributions, were added to the Required Supplementary Information section. The other supplementary information in the financial section includes the Schedule of Uses of Debt Proceeds and Fund Balances. This schedule was proactively added by staff to the CAFR beginning in FY 2015/16 in response to state legislative efforts for improved disclosure regarding the use of bond proceeds. In addition to revenues and other financing sources, it provides detailed information regarding the use of commercial paper notes, sales tax revenue bonds, toll revenue bonds, and Transportation Infrastructure Finance and Innovation Act loan proceeds in the form of expenditures and other financing uses (transfers out). Agenda Item 8B 6 The audit reports related to the separately issued financial statements of the LTF, STA, Proposition 1B, and LCTOP also reflect unmodified opinions from MGO. These financial statements are required to be issued separately under the Transportation Development Act (TDA), including the provisions for Proposition 1B and LCTOP; however, the LTF and STA financial position and operations are included in the fund financial statements in the CAFR. The Proposition 1B and LCTOP financial position are part of the General and Measure A Western County Commuter Rail funds. These reports noted no matters considered to be a material weakness in internal control and no instances of noncompliance. The 2017 Single Audit Report includes the reports on compliance and internal control over financial reporting and over federal awards. These reports noted one finding related to failure to submit the quarterly progress reports for a rail capital grant on a timely basis to Caltrans. Management concurred with the finding and will design and implement procedures to ensure the progress report is prepared, reviewed, and submitted within the required 10 calendar days from the end of the quarter beginning with the second quarter progress report due January 10, 2018. The RCTC 91 Express Lanes Fund Financial Report consists of the financial statements, including Management's Discussion and Analysis and notes to financial statements, of the new RCTC 91 Express Lanes. Financial highlights include net position (deficit) of ($293,678,840) which consisted of: • Net investment in capital assets of ($301,737,495) reflecting toll -supported debt in excess of capital assets; • Restricted net position of $242,134,144 comprised of nonspendable intangible assets of $234,075,489 and amounts restricted for toll operations in accordance with debt indentures and agreements; and • Unrestricted net position (deficit) of ($234,075,489) related to the toll -supported debt issued for the nonspendable intangible assets of the 91 Project. As a result of the establishment of the commercial paper program in March 2005, the bank reimbursement agreement requires a report from the auditor regarding compliance with certain covenants. The report issued by MGO indicated that nothing came to the auditor's attention that caused the auditors to believe the Commission failed to comply with these covenants. A management letter usually includes recommendations for improvements and operational efficiencies related to internal control and other matters noted during the audit. MGO did not have any recommendations or comments on other matters; therefore, it did not issue a management letter. The Appropriations Limit Calculations and CAP reports are based on specific procedures agreed to by the Commission. For the Appropriations Limit Calculation and CAP, the auditors noted no exceptions or findings related to the procedures performed. Agenda Item 8B 7 As required by American Institute of Certified Public Accountants Auditing Standards Board Statement No. 114, The Auditor's Communications With Those Charged with Governance, the Commission's auditor is required to make certain annual communications to the Commission's Audit Ad Hoc Committee, or its equivalent, regarding the audit of the Commission's financial statements following the completion of the audit. The annual audit for FY 2016/17 conducted by MGO was completed in October 2017. The report to the Audit Ad Hoc Committee from the auditor contains the required communications about the audit. As part of the development of the Commission's Accountability Program, the management team has completed certifications relating to financial reporting and operational disclosures. Attachments: Posted on the Commission Website 1) 2017 Comprehensive Annual Financial Report 2) 2017 Local Transportation Fund Financial and Compliance Report 3) 2017 State Transit Assistance Fund Financial and Compliance Report 4) 2017 Proposition 1B Rehabilitation and Security Project Accounts Financial and Compliance Reports 5) 2017 Low Carbon Transit Operations Program Account Financial and Compliance Reports 6) 2017 Single Audit Report 7) 2017 RCTC 91 Express Lanes Fund Financial Report 8) 2017 Commercial Paper Compliance Report 9) 2017 Report to the Audit Ad Hoc Committee 10) 2017 Agreed -Upon Procedures Report related to the Appropriations Limit Calculation 11) 2017 Agreed -Upon Procedures Report related to the Commuter Assistance Program incentives 12) 2017 Executive Director and Chief Financial Officer Certification 13) 2017 Director's Certification Agenda Item 8B 8 ATTACHMENT 1 Riverside County Transportation Commission Riverside County, California Comprehensive Annual Financial Report Fiscal Year Ended June 30, 2017 RIVERSIDE COUNTY TRANSPORTATION COMMISSION Intentionally left blank Riverside County Transportation Commission Riverside County, California Comprehensive Annual Financial Report Fiscal Year Ended June 30, 2017 Submitted By: Theresia Trevino, Chief Financial Officer Michele Cisneros, Deputy Director of Finance RIVERSIDE COUNTY TRANSPORTATION COMMISSION Contents Introductory Section Letter of Transmittal Organization Chart List of Principal Officials and Management Staff Financial Section Independent Auditors' Report Management's Discussion and Analysis Basic Financial Statements Government -wide Financial Statements Statement of Net Position Statement of Activities Fund Financial Statements Governmental Funds 1 3 16 17 Balance Sheet —Governmental Funds 18 Reconciliation of the Balance Sheet of Governmental Funds to the Statement of Net Position 20 Statement of Revenues, Expenditures and Changes in Fund Balances —Governmental Funds 21 Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities 23 Proprietary Fund Statement of Fund Net Position 24 Statement of Revenues, Expenses and Changes in Fund Net Position 25 Statement of Cash Flows 26 Notes to Financial Statements 28 Required Supplementary Information Budgetary Comparison Schedules General Fund 67 Major Special Revenue Funds 68 Schedule of Proportionate Share of Net Pension Liability 70 Schedule of Pension Contributions 71 Schedule of Changes in the Net OPEB Liability and Related Ratios 72 Schedule of OPEB Contributions 73 Notes to Required Supplementary Information 74 Other Supplementary Information Nonmajor Governmental Funds 75 Combining Balance Sheet 76 Combining Statement of Revenues, Expenditures and Changes in Fund Balances 78 Schedule of Revenues, Expenditures and Changes in Fund Balances —Budget and Actual: Nonmajor Special Revenue Funds 80 Capital Projects Funds 84 Debt Service Fund 85 Schedule of Expenditures for Local Streets and Roads by Geographic Area —All Special Revenue Funds 86 Schedule of Expenditures for Transit and Specialized Transportation by Geographic Area and Source —All Special Revenue Funds 87 Schedule of Uses of Debt Proceeds and Fund Balances 88 Contents, Continued ri4}r 1113N ra •a-, -r-pL i Statistical Section Statistical Section Overview Primary Government Net Position by Component Changes in Primary Government Net Position Fund Balances of Governmental Funds Changes in Fund Balances of Governmental Funds Sources of County of Riverside Taxable Sales by Business Type Direct and Overlapping Sales Tax Rates Principal Taxable Sales Generation by City Measure A Sales Tax Revenues by Program and Geographic Area Measure A Sales Tax by Economic Category Measure A Revenues and Pledged Revenue Coverage Ratios of Outstanding Debt by Type Computation of Legal Debt Margin Demographic and Economic Statistics for the County of Riverside Employment Statistics by Industry for the County of Riverside Full-time Equivalent Employees by Function/Program Operating Indicators Capital Asset Statistics by Program 89 90 91 94 95 96 97 98 99 100 101 102 103 104 105 106 107 108 Introductory Section Intentionally left blank October 27, 2017 To the Riverside County Transportation Commission Commissioners and Citizens of the County of Riverside: Letter of Transmittal State law requires that the Riverside County Transportation Commission (Commission or RCTC) publish within six months of the close of each fiscal year a complete set of financial statements presented in conformity with accounting principles generally accepted in the United States (GAAP) and audited in accordance with generally accepted auditing standards by independent certified public accountants. Pursuant to that requirement, we hereby issue the Comprehensive Annual Financial Report (CAFR) of the Commission for the fiscal year ended June 30, 2017. Management assumes full responsibility for the completeness and reliability of all of the information presented in this report, based upon the Commission's comprehensive framework of internal controls established for this purpose. Because the cost of internal control should not exceed anticipated benefits, the objective is to provide reasonable, rather than absolute, assurance that the financial statements are free of any material misstatements. Macias Gini & O'Connell LLP has issued an unmodified opinion on the Commission's financial statements for the year ended June 30, 2017. The independent auditor's report is located at the front of the financial section of this report. Management's Discussion and Analysis (MD&A) immediately follows the independent auditor's report and provides a narrative introduction, overview, and analysis of the basic financial statements. MD&A complement this letter of transmittal and should be read in conjunction with it. Profile of RCTC's Governance and Responsibilities The Commission was established by state law in 1976 to oversee the funding and coordination of all public transportation services within the county of Riverside (County). The Commission's mission is to assume a leadership role in improving mobility in Riverside County and to maximize the cost effectiveness of transportation dollars in the County. The governing body is the Board of Commissioners (Board), which consists of all five members of the County Board of Supervisors, one elected official from each of the County's 28 cities, and one non -voting member appointed by the Governor. The Commission is responsible for setting policies, establishing priorities, and coordinating activities among the County's various transportation operators and agencies. The Commission also programs and/or reviews the allocation of federal, state, and local funds for highway, transit, rail, non -motorized travel (bicycle and pedestrian), and other transportation activities. i REVEISEDD: DESERT HOT SPRINGS PALM SPRINGS CATHEDRAL cry unto Aga( PALM DESERT LAKE MINH MURR4LT WIL AMAR TE:MER The Commission also serves as the tax authority and implementation agency for the voter -approved Measure A Transportation Improvement Program, which imposes a half -cent sales tax to fund transportation improvements. Originally approved in 1988 (1989 Measure A), Riverside County's voters in 2002 approved a 30-year extension of Measure A commencing July 1, 2009 through June 30, 2039 (2009 Measure A). The Commission is also legally responsible for allocating Transportation Development Act (TDA) funds, the major source of funds for transit in the County. The TDA provides two major sources of funding: Local Transportation Fund (LTF), which is derived from a one -quarter cent state sales tax, and State Transit Assistance, which is derived from the statewide sales tax on gasoline and diesel fuel. Additionally, the Commission provides motorist aid services designed to expedite traffic flow. These services include the Service Authority for Freeway Emergencies (SAFE), a program that provides call box service for motorists, and the Freeway Service Patrol (FSP), a roving tow truck service to assist motorists with disabled vehicles on the main highways of the County during peak rush hour traffic periods. The motorist aid program also includes the operation of the Inland Empire 511 (IE511) system which provides comprehensive real time traveler information for freeways, bus and rail transit, and rideshare services. All services are provided at no charge to motorists and are funded through a $1 surcharge on vehicle registrations. The Commission is financially accountable for SAFE, a legally separate entity that is blended within the Commission's financial statements. Finally, the Commission has been designated as the Congestion Management Agency (CMA) for the County. As the CMA, the Commission coordinates with local jurisdictions in the establishment of congestion mitigation procedures for the County's roadway system. The Commission is required to adopt a budget prior to the beginning of each fiscal year. The annual budget, which includes all funds, serves as the foundation for the Commission's financial planning and control regarding staffing, operations, and capital plans. The budget is prepared by fund (financial responsibility unit), department, and function. Management has the discretion to transfer budgeted amounts within the financial responsibility unit according to function. During the fiscal year, all budget amendments requiring Board approval are presented to the Board for consideration and adoption. ii Local Economy Riverside County has specific competitive advantages over nearby coastal counties (Los Angeles, Orange, and San Diego) including housing that was (and remains) more available and affordable and commercial real estate and land available for development at lower costs. Riverside County's economy has thrived, reflecting the area's competitive advantages over its neighboring counties, largely as a result of the County's continuing ability to draw jobs, residents, and affordable housing away from the Los Angeles, Orange, and San Diego county areas. As a result, the County's employment and commercial base is diversified, and the County's share of the regional economy has increased. Riverside County's local economy is experiencing significant improvement since the nationwide recession, which impact was amplified in the Inland Empire (i.e., San Bernardino and Riverside counties). Sales tax revenues have rebounded from the economic downturn's low point in 2010, with Measure A revenues growing by 4.6 % and LTF revenues increasing by 5.3 % in FY 2016/17. Transportation Uniform Mitigation Fee (TUMF) revenues decreased 1%, as larger development projects awaited the results of the Nexus Study, which would determine revised TUMF fees. Regardless of the future economic conditions, the Commission faces formidable ongoing challenges in terms of providing needed infrastructure enhancements to support a population and an economy that has outgrown the capacity of its existing infrastructure. Fortunately, the foundation of the regional economy continues to retain many of the fundamental positive attributes that fueled its earlier growth, including lower priced real estate with proximity to coastal communities, a large pool of skilled workers, and increasing wealth and education levels. Long-term Financial Planning Proactive financial planning is a critical element for the success of the Commission as it builds for the future. Continually reviewing revenues and projecting expenditures ensures that the Commission's expectations are realistic and goals are achievable. Scarce resources, especially at the state and federal level, can be directed to projects of regional significance or, with additional funding, project priorities can be expanded to address unfunded project requirements or developing needs. At the state level, transportation funding is a source of continuing debate regarding future priorities. In April 2017 Governor Brown signed Senate Bill (SB)1, which raises vehicle registrations fees and the state gas tax by 12 cents per gallon to fund transportation projects with a "Fix it First" and public transit orientation that stresses ongoing maintenance over capacity enhancement. Sustainability has become a statewide priority and will likely impact the direction of state funding for many years into the future, and California's Cap and Trade program (which has been reauthorized) could prove to be a source of funding for transit services. In addition to the gas tax legislation, the Governor also signed SB 132 which provides $427 million from the state's current budget to fund five important new transportation projects in Northwest Riverside County. This includes two grade separations in Jurupa Valley and Corona, a new bridge over the Santa Ana River at Hamner Avenue in Norco, improvements to the Interstate 15 (I- 15)/Limonite Avenue interchange, and a new express lanes connector between the RCTC 91 Express Lanes and the future 1-15 Express Lanes. The 15/91 express lanes connector will be especially important to the Commission and will provide a needed direct express lane to express lane connection between State Route 91 (SR-91) and the northern portion of 1-15. Additional legislation also provided the Commission with added flexibility in delivering the project by allowing for the use of the design -build or the construction manager general contractor method of procurement. As a result, the 15/91 express lanes connector is already underway with the approval of a design contract in October and the intent to complete the project prior to the legislative deadline in 2023. The news on the federal level is somewhat less predictable. In December 2015, the comprehensive transportation bill known as Fixing America's Surface Transportation Act — or FAST Act — superseded Moving Ahead for Progress in the 21st Century (MAP- 21) which originally expired in June 2014. The federal government will continue to be a source of highway funding through the Surface Transportation Block Grant Program (formerly, Surface Transportation Program) and the Congestion Mitigation Air Quality program, since the FAST Act continues these programs at roughly the same funding level. Federal dollars are also needed by the Commission's transit partners for capital programs. iii Measure A Western Riverside County Western County Delivery Plan — Continuing to Move Riverside County The widening of SR-91 and a number of other major freeway corridors comprise a multi -year Western Riverside County (Western County) Delivery Plan (Delivery Plan) that focuses on investing more than $2 billion in improvements during the first ten years of the 2009 Measure A program. The Delivery Plan was adopted by the Commission in December 2006 and was updated in January 2010 and February 2012. In order to make the needed investments, the plan relies on Measure A, State Transportation Improvement Program (STIP), and Proposition 1 B dollars as well as the development of tolled express lanes on 1-15 and the extension of the 91 Express Lanes into Riverside County (RCTC 91 Express Lanes). While the Delivery Plan is ambitious, it is only one portion of a much larger program of projects and services the Commission will provide throughout the County. Additional responsibilities and challenges include working cooperatively with the Coachella Valley Association of Governments (CVAG) to fund projects and continued oversight and funding of transit services throughout the County. The success of all of these efforts will require a combination of funding sources that will depend on the federal government and State commitments to funding infrastructure. However, the primary — and most predictable — source of funding for the Commission will continue to be the Measure A half -cent sales tax program approved by Riverside County voters. Capital Project Delivery and Implementation — Completing a Promise The Capital Project Development and Delivery Department is responsible for major highway and rail capital projects from initial environmental study through preliminary engineering, final design, right of way acquisition, and construction. The Commission is currently in the midst of an unprecedented era of transportation investment. The results can be seen throughout Riverside County with numerous projects under construction, successful transit service, and promises of more on the way in the near future. There are also a number of notable projects which have been completed in the past year which can be seen as tangible examples of the Commission completing promises that were made to voters who approved Measure A. The Commission has developed a track record of success which is taking shape throughout the County as evidenced in the following project types. Highways: In February 2012 the Commission amended the Delivery Plan to include a truck climbing lanes safety project on SR- 60 in the Badlands area in place of a similar nearby project on 1-10. In partnership with Caltrans, the Commission is the project sponsor and Caltrans is the lead agency for preliminary engineering using federal funds. With a total project cost estimated at $122 million, construction of the project can begin in 2018 with the resolution of legal challenges against the project's Environmental Impact Report (EIR). Commuter Rail: Since 1993 the Commission has held title to and managed the 38-mile San Jacinto Branch Line and several adjacent properties in anticipation of offering Metrolink commuter rail service to a wider area of the County, initially including Moreno Valley and Perris and ultimately to Hemet/San Jacinto. The completion of the Perris Valley Line project in June 2016 completed yet another promise made to voters in Measure A and provides Riverside County with a foundation for better transit service involving a combination of commuter rail, local buses and active transportation improvements. It added 24 miles of commuter rail service in Riverside County with stops in Riverside/Hunter Park — University California Riverside (UCR), Moreno Valley/March Field, Downtown Perris and South Perris. The project used a combination of federal Small Starts Grant funding, Measure A and STIP dollars. Ridership on the new extension has increased with a targeted marketing campaign. Active Transportation: Non -motorized transportation options are becoming an increasingly important part of California's transportation infrastructure, and the Commission has taken a leadership role in assisting local jurisdictions by funding and advocating for projects vying for state funding. The Commission is also heading up project development for the Santa Ana River Trail — a multiuse facility which will provide a bike, pedestrian and equestrian trail to link San Bernardino, Riverside and Orange Counties for cyclists, pedestrians and equestrians. iv Toll Program Moves Forward 91 Project— Construction Complete and Open for Business!: The SR-91 Corridor Improvement Project (91 Project) through Corona opened in March 2017. The 91 Project includes the RCTC 91 Express Lanes, two tolled express lanes in each direction in the median of SR-91. The extension of these lanes provides a seamless connection to the OCTA 91 Express Lanes; expands the choices for Riverside County drivers; improves congestion on the general purpose lanes; and ensures a speedy, uncongested trip for drivers willing to pay a toll. The 91 Project also includes numerous non -toll lane improvements such as an additional general purpose lane in each direction on SR-91 between SR-71 and 1-15 and substantial interchange improvements. During its first six months of operation, use of the RCTC 91 Express Lanes has exceeded expectations and traffic conditions on the corridor have improved with the addition of the new capacity. Construction to complete the last few remaining details on the corridor will continue through late 2017. 1-15 Express Lanes — The Next Project: The 1-15 Express Lanes Project is planned to include two tolled express lanes in each direction in the median of 1-15. The first phase of these lanes will extend from the south near Cajalco Road to the north at SR-60. The express lanes on 1-15 will have the same benefits mentioned previously for the RCTC 91 Express Lanes. The 1-15 Express Lanes Project environmental studies and preliminary engineering work were completed in Spring 2016, and the environmental document was adopted by the Commission in July 2016. The toll services provider and the design -builder procurements were completed during FY 2016/17 with contract awards in January 2017 and April 2017, respectively. Construction is expected to commence in spring 2018, and the 1-15 Express Lanes are expected to open in mid-2020. Building the Future— Placentia Interchange for Mid County Parkway Progresses In April 2015, the Commission approved the EIR and Environmental Impact Statement for the Mid County Parkway (MCP), a new 16 mile east -west corridor between San Jacinto and Perris. The Commission's approval and adoption of the EIR has been legally challenged and settlement talks are underway. In the midst of the efforts to resolve the case, the Commission has begun to acquire property and awarded an agreement to a construction management firm in September 2016 for a new freeway interchange at Placentia Avenue that would link the MCP. Another large planning effort affecting the Hemet and San Jacinto communities is the realignment of SR-79. This 2009 Measure A project is undergoing early project development, which was partially funded through the TUMF program and federal earmarks. An environmental document was approved in January 2017 to allow the realignment of SR-79 between Domenigoni Parkway, south of SR-74, and Gilman Springs Road, north of San Jacinto. The project would realign the highway to provide a more direct route within the San Jacinto Valley. Current work on this project includes acquisition of right of way needed for mitigation and to protect cultural sites. TUMF Plays an Important Role In the Coachella Valley, a TUMF program was established shortly after the passage of the 1989 Measure A. The program requires developers to pay a fee on new development to fund arterial improvements. Cities are required to participate in the program or forfeit Measure A local dollars to CVAG, which oversees the arterial program and has been successful in funding a number of important arterial and freeway interchange projects. With the passage of the 2009 Measure A, a TUMF program with participation requirements similar to that in the Coachella Valley is in place in Western County and administered by the Western Riverside Council of Governments. TUMF funds received by the Commission are split evenly between new corridors, including the MCP, and regional arterials, including local projects and the SR-79 realignment project. To date, 15 projects have been completed, five projects are under construction or in pre -construction, and three projects are in the development phase and remain to be programmed for future TUMF funds. v Rail Development, Operations and Support As one of five funding partners in the Southern California Regional Rail Authority, which operates the Metrolink commuter rail service, the Commission is engaged in a continual exercise of consensus building with its partners to provide effective regional service. Now consisting of seven lines serving six counties, the system carries an average of 40,000 passengers each weekday. The Commission owns and operates nine stations served by the three Metrolink lines operating through the County, including four new stations along the Perris Valley Line which commenced carrying passengers in June 2016. The Commission's Perris/Downtown station is a multimodal facility also serving RTA bus operations and providing park and ride spaces. It continues to serve as an important regional bus terminal. The Riverside Downtown Operations Control Center provides monitoring of closed circuit televisions at the stations as well as facilities for train crews. ➢ Riverside Line: Originates in the Downtown Riverside station and stops at the Jurupa Valley/Pedley station before proceeding through Ontario, Pomona, Industry, and Montebello to Los Angeles Union Station. Ridership approximates 4,550 daily riders. ➢ Inland Empire Orange County (IEOC) Line: Begins in nearby San Bernardino with stops at the Riverside/Downtown, Riverside/La Sierra, Corona/North Main, and Corona/West stations before entering Orange County with stops in Anaheim Canyon, Orange, Santa Ana, Tustin, Irvine, Laguna Niguel/Mission Viejo, San Juan Capistrano, San Clemente and Oceanside. When initiated, this service was described as the first suburb -to -suburb commuter rail service in the nation. Ridership on the IEOC line remained steady in the past year with an average daily ridership of 4,700. This line also provides weekend service. ➢ 91/Perris Valley Line: Provides service from Perris to Los Angeles with stops in South Perris, Downtown Perris, Moreno Valley/March Field, Riverside/Hunter Park/UCR, La Sierra, North Main Corona, West Corona, Fullerton, Buena Park, Norwalk, and Commerce before terminating at Union Station. Daily patronage on the line averages 2,800. Ridership on the new segment of this line between Riverside and Perris has seen strong growth after a slow start and now averages approximately 600 per day. A part of this line between Riverside and Los Angeles offers weekend service. Commuter Services Acting in its capacity as the regional transportation planning agency (RTPA) and the SAFE for Riverside County, the Commission provides a variety of commuter services to increase mobility, safety, and air quality throughout the region. As the RTPA, the Commission applies Measure A funds to administer the Commuter Assistance Program (CAP) to ease congestion, maximize the efficiency of its transportation investments and reduce emissions from single occupant vehicle trips with the following programs and services: Commuter/Employer Rideshare Services: In partnership with San Bernardino County Transportation Authority (SBCTA), the Commission helps Riverside and San Bernardino commuters discover their best commute through IE Commuter, the flagship of the CAP. In just a few clicks, www.iecommuter.orq users can access all of their time and money saving transportation options (carpool partners, bus, and rail) and incentives available to them. Additionally, through IE Commuter, the Commission partners heavily with local employers to implement and maintain rideshare activities at work sites throughout Riverside and San Bernardino counties. IE Commuter continues to leverage technology to increase awareness, consideration, and use of alternative modes to improve mobility and air quality throughout the region. A new IE Commuter mobile application launching in 2018 will make it even easier for users to find a carpool/vanpool to join or a transit alternative that matches their route and schedule. Rideshare Incentives: The most prominent commuter incentive continues to be the Rideshare Incentives, a short-term incentive that offers $2 per day for each day new ride sharers use an alternate mode of transportation in a three-month period. Long-term ride sharers are recognized and rewarded for their continuing commitment to use alternate modes of transportation to and from work with access to discounts at over 360,000 nationwide merchants through Rideshare Plus. vi Transit Expansions: Two new services supporting intercountry travel via alternative modes will launch in FY 2017/18: a new Riverside County vanpool incentive that provides up to $400 per month per vanpool in perpetuity and a new CommuterLink express bus service (Route 200) connecting the Inland Empire to major employment centers in Orange and Anaheim. Park and Rides: Working in partnership with Caltrans, the Commission leases excess parking from business and civic institutional partners to facilitate ridesharing and expand the systems park and ride capacity. There are approximately 2,800 park and ride spaces available in Riverside County. Motorist Assistance: As the SAFE, the Commission also administers the Motorist Assistance Program to provide the following services designed to promote mobility and safety for motorist traveling through Riverside County: Freeway Service Patrol: The FSP program is a special team of 20 tow trucks roving along portions of SR-60, SR-91, 1-15, and 1-215 within the County during peak, weekday commuter hours to assist drivers when their vehicles break down or experience other mechanical problems. The purpose of the FSP is to clear debris and remove disabled vehicles from the freeway as quickly as possible to help keep freeway traffic moving during rush hour periods. Another effort augments existing FSP service with additional tow trucks in construction areas as another means of construction -related congestion mitigation. The FSP is funded by the Riverside County SAFE and the State. During FY 2016/17, the FSP provided 40,180 assists. This includes incremental FSP weekend service, funded by the Southern California Air Quality Management District's Mobile Source Air Pollution Reduction and Review Committee, on segments of SR-91. Call Boxes: In cooperation with the California Highway Patrol and Caltrans, the Commission assists motorists who experience accidents, mechanical breakdowns, or other unforeseen problems by providing access to cellular call boxes with enhanced reception along the County's major highways. In response to the proliferation and continued growth of cell phone usage and declining demand and use of call boxes, the Commission approved a substantial reduction to the call box system. A cost effective backbone of 240 call box units remain in place and serve more than 346 centerline miles of highways. The call box program is funded by Riverside County SAFE revenue, an annual $1 surcharge added to vehicle registrations. In FY 2016/17 call box operators answered approximately 2,160 calls from motorists. Traveler Information: To further promote mobility, the Commission in partnership with the SBCTA, provides motorists with access to real-time freeway travel information and incident information on Southern California highways through its 1E511 Traveler Information system. 1E511 is designed to promote mobility by fostering more informed travel decisions to avoid congestion and is available via the telephone by dialing 511 from any landline or cell phone within Riverside or San Bernardino County, online at www.ie511.orq, or the 1E511 mobile app. To date, the 1E511 mobile app has been downloaded by over 56,000 users. 1E511 is funded with Riverside County SAFE funds in addition to SANBAG reimbursements. In FY 2016/17, 1E511 serviced approximately 618,000 web visits and 201,000 phone calls. Specialized Transit The Commission has maintained a long-term commitment to assist in the mobility of those with specialized transit needs. Through its Specialized Transit Program, the Commission has provided millions of dollars to public and nonprofit transit operators to assist in the provision of special transit services to improve the mobility of seniors, persons with disabilities and persons with low incomes. Along with support of traditional dial -a -ride services, the Commission supports innovative programs providing transit assistance in hard -to -serve rural areas or for riders having very special transit needs. Following the Commission's approval and adoption of the Public Transit —Human Services Coordinated Plan for Riverside County in 2008, the Commission identified additional qualified populations as well as underserved areas of Riverside County in need of transit services. The 2015 Universal Call for Projects for Specialized Transit (Universal Call) provided funding awards in Western County approximating $8 million to 17 public and nonprofit agencies using Measure A funding over a three-year period through FY 2017/18. During FY 2016/17, public and nonprofit operators provided approximately 300,000 Measure A and/or federally funded one-way trips in Western County. vii Developing a Countywide Plan Work is underway to develop a comprehensive countywide transportation plan for approval in 2019. Over the course of several months in 2015, the Commission conducted a strategic assessment to ascertain upcoming transportation needs and the Commission's ability to address them. The study was presented to the Commission in January 2016 and identified key funding and project gaps. Awards and Acknowledgements The Government Finance Officers Association of the United States and Canada (GFOA) awarded a Certificate of Achievement for Excellence in Financial Reporting to the Commission for its CAFR for the fiscal year ended June 30, 2016. This was the 24th consecutive year the Commission has achieved this prestigious award. In order to be awarded a Certificate of Achievement, a government must publish an easily readable and efficiently organized CAFR. This report must satisfy both GAAP and applicable legal requirements. A Certificate of Achievement is valid for a period of one year only. We believe our current CAFR continues to meet the Certificate of Achievement Program's requirements, and we are submitting it to the GFOA to determine its eligibility for another certificate. The CAFR each year is a collaborative effort by Commission staff and its independent auditors. The undersigned are grateful to all staff for their willingness to expend the effort necessary to ensure the financial information contained herein is informative and completed within established deadlines. Special thanks must be extended to the Finance staff, program management and staff, and Commission's auditors for the time, effort, and commitment so vital for the final completion of the CAFR. GP9 Government Finance Officers Association Certificate of Achievement for Excellence in Financial Reporting Presented to Riverside County Transportation Commission California For its Comprehensive Annual Financial. Report for the Fiscal Year Ended June 30, 21)16 Executive Director/CEO In closing, without the leadership and the support of the Board, preparation of this report would not have been possible. Its prudent management must be credited for the strength of the Commission's fiscal condition, and its vision ensures that the Riverside County Transportation Commission will be on the move planning for and building a better future for Riverside County residents and commuters. Very truly yours, (4/4e, Cam%%' �dC C�� ANNE MAYER Executive Director THERESIA TREVINO Chief Financial Officer viii Riverside County Transportation Commission Organization Chart Fiscal Year 2016/17 Legal Counsel fhuman Hesour= i JYlminake e 6d8rd i�t Csenrala Manors Enaetrtl4n DocelA f bapvff Emp et'rt tilreaior Chef Flrn amotu *Rio fie✓ !fib Omplar Girt CCIIM Baud u wtraou.l Miran Modal. • Prccurement MOGit Prpcuetament Woteper Perdu huminGtra'fve Assistant Aomty Cetnar cr Tln�nce Ps87e Weapar Senior eaanagemaea AdmlmstraRve Arstslarn 6eputd Alen: at mel Board Recams Tecnnfden 11d1 h4eheyer Trend) L'antgar ermniver A Mdimh2l5easterice Wneparr P larineq 6 PLnnIng Prq���rp Aworrnea� 441KMt`` l s age. ►tgoct J7dhwrM diecmr Tr* Ptogrerrt Meter Ca4b+PrIeds IlaarlltY« Olt mini ct'nrr I�frrgper fs01#4 klorkwr Tall FTaya:t Manager Tat Operations Manager BerYaFlneecbt lin�llr71 Amountam Mown or* Temickm W Amounting tasalant in Benlor Mace Ammon! Management Analre i Management Anatrst Management Anatol 1 eerier Nanezement Analyst Msnnement Arne tot aerJor Management Mairg htengemi+a antra[ TaL Tedsseucgles Manager I 1 Tali senior Management Anayst ix Riverside County Transportation Commission List of Principal Officials As of June 30, 2017 (dame Board of Commissioners Title Agency Kevin Jeffries John F. Tavaglione Chuck Washington V. Manuel Perez Marion Ashley Deborah Franklin Lloyd White Joseph DeConinck Jim Hyatt Randall Bonner Greg Pettis Steven Hernandez Karen Spiegel Scott Matas Adam Rush Linda Krupa Dana Reed Michael Wilson Brian Berkson Robert Radi Bob Magee Neil Winter Victoria Baca Rick Gibbs Berwin Hanna Jan Harnik Ginny Foat Michael M. Vargas Ted Weill Rusty Bailey Andrew Kotyuk Michael S. Naggar Ben Benoit John Bulinski Member Chair (Commission) 2nd Vice Chair (Commission) Member Member Chair (Western Riverside County Programs and Projects Committee) Member Member Member Member Member Member Member Member Vice Chair (Western Riverside County Programs and Projects Committee) Member Vice Chair (Commission) Member Member Member Member Member Member Member Member Chair (Budget and Implementation Committee) Member Member Member Vice Chair (Budget and Implementation Committee) Member Member Member Governor's Appointee Anne Mayer, Executive Director John Standiford, Deputy Executive Director Michael Blomquist, Toll Program Director Marlin Feenstra, Project Delivery Director Aaron Hake, External Affairs Director Shirley Medina, Planning and Programming Director Theresia Trevino, Chief Financial Officer Robert Yates, Multimodal Services Director County of Riverside, District 1 County of Riverside, District 2 County of Riverside, District 3 County of Riverside, District 4 County of Riverside, District 5 City of Banning City of Beaumont City of Blythe City of Calimesa City of Canyon Lake City of Cathedral City City of Coachella City of Corona City of Desert Hot Springs City of Eastvale City of Hemet City of Indian Wells City of Indio City of Jurupa Valley City of La Quinta City of Lake Elsinore City of Menifee City of Moreno Valley City of Murrieta City of Norco City of Palm Desert City of Palm Springs City of Perris City of Rancho Mirage City of Riverside City of San Jacinto City of Temecula City of Wildomar Caltrans, District 8 x Financial Section Intentionally left blank Certified Public Accountants Independent Auditors' Report Board of Commissioners Riverside County Transportation Commission Riverside, California We have audited the accompanying financial statements of the governmental activities, the business -type activities, each major fund, and the aggregate remaining fund information of the Riverside County Transportation Commission (the Commission) as of and for the year ended June 30, 2017, and the related notes to the financial statements, which collectively comprise the Commission's basic financial statements, as listed in the table of contents. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors' Responsibility Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Commission's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Commission's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Opinions In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities, the business -type activities, each major fund, and the aggregate remaining fund information of the Commission, as of June 30, 2017, and the respective changes in financial position, and, where applicable, cash flows thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America. Macias Gini & O'Connell LLP 4675 MacArthur Court, Suite 600 Newport Beach, CA 92660 1 www.mgocpa.com Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the management's discussion and analysis, budgetary comparisons and information related to the pension and other postemployment benefit plans, as listed in the table of contents, be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Other Information Our audit were conducted for the purpose of forming opinions on the financial statements that collectively comprise the Commission's basic financial statements. The combining and individual nonmajor fund financial statements, budgetary comparison schedules, schedules of expenditures, and schedule of uses of debt proceeds and fund balances, as listed in the table of contents as other supplementary information, and other information, such as the introductory and statistical section, are presented for purposes of additional analysis and are not a required part of the basic financial statements. The combining and individual nonmajor fund financial statements, budgetary comparison schedules, schedules of expenditures and schedule of uses of debt proceeds and fund balances are the responsibility of management and were derived from and relate directly to the underlying accounting and other records used to prepare the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the combining and individual nonmajor fund financial statements, budgetary comparison schedules, schedules of expenditures and schedule of uses of debt proceeds and fund balances are fairly stated, in all material respects, in relation to the basic financial statements as a whole. The introductory and statistical sections have not been subjected to the auditing procedures applied in the audit of the basic financial statements and, accordingly, we do not express an opinion or provide any assurance on them. acicts giti" O'Comelf Zg) Newport Beach, California October 27, 2017 2 Riverside County Transportation Commission Management's Discussion and Analysis Year Ended June 30, 2017 As management of the Riverside County Transportation Commission (Commission), we offer readers of the Commission's financial statements this narrative overview and analysis of the Commission's financial activities for the fiscal year ended June 30, 2017. We encourage readers to consider the information on financial performance presented here in conjunction with the transmittal letter on pages i-x and the Commission's financial statements which begin on page 16. Financial Highlights • Total net position of the Commission was $141,488,493 and consisted of net investment in capital assets of $75,572,271; restricted net position of $838,348,156; and unrestricted net position (deficit) of ($772,431,934). • The governmental activities unrestricted net position (deficit) results primarily from the recording of the debt issued for Measure A highway, local streets and roads, and regional arterial projects. As title to substantially most of those assets vests with the State of California (State) Department of Transportation (Caltrans) or local jurisdictions, there is no asset corresponding to the liability. Accordingly, the Commission does not have sufficient current resources on hand to cover current and long-term liabilities; however, future Measure A sales taxes are pledged to cover Measure A debt service payments when made. The business -type activities unrestricted net position (deficit) is related to toll -supported debt issued for the nonspendable intangible assets of tolled express lanes projects. • Total net position decreased by $195,219,475 during fiscal 2017. An increase in net position from governmental activities of $98,459,365 and a decrease in net position from business -type activities of $293,678,840 was primarily due to the net internal transfers of long-term debt, cash and investments, and capital and intangible assets related to the substantial completion of the 91 Project and opening of the RCTC 91 Express Lanes in March 2017. General revenues consisting primarily of sales taxes are the major funding source for the governmental activities. • Total capital and intangible assets, net of accumulated depreciation and amortization, were $638,194,402 and $234,075,489 at June 30, 2017, respectively, representing a decrease of $18,941,737, or 2%, from June 30, 2016. The decrease in capital assets was primarily related to substantial completion of the 91 Project and the portion of construction in progress for general purpose lanes on SR-91 not capitalized as an asset. The increase in intangible assets was related to the transfer of costs related to the construction of tolled express lanes and direct connector from the governmental activities capital assets to business -type activities intangible assets. • Long-term liabilities net increase of $180,564,921 was primarily as a result of the Transportation Infrastructure Finance and Innovation Act (TIFIA) final loan draw down and compounded and accreted interest on the TIFIA Loan and 2013 Toll Revenue Bonds as well as the issuance of refunding sales tax bonds and commercial paper notes. • The Commission's governmental funds reported combined ending fund balances of $706,413,068, a decrease of $34,008,334 compared to fiscal 2016 primarily due to the use of debt proceeds related to the 91 Project and the transfer of debt service reserves to the proprietary fund related to the RCTC 91 Express Lanes. Approximately 69% of the governmental fund balances represent amounts available for the Measure A program, including debt service and funding from the issuance of debt, and the TUMF program. Overview of the Financial Statements This discussion and analysis are intended to serve as an introduction to the Commission's basic financial statements, which are comprised of three components consisting of government -wide financial statements, fund financial statements, and notes to the financial statements. This report also contains required supplementary information and other supplementary information in addition to the basic financial statements. 3 Government -wide Financial Statements The government -wide financial statements are designed to provide readers with a broad overview of the Commission's finances, in a manner similar to a private -sector business. The statement of net position presents information on all of the Commission's assets, liabilities, and deferred outflows/inflows of resources with the difference reported as net position. Over time, increases or decreases in net position may serve as a useful indicator of whether the financial position of the Commission is improving or deteriorating. The statement of activities presents information showing how the Commission's net position changed during the fiscal year. All changes in net position are reported as soon as the underlying event giving rise to the change occurs, regardless of the timing of related cash flows. Thus, revenues and expenses are reported for some items that will only result in cash flows in future fiscal periods. The government -wide financial statements report the functions of the Commission that are principally supported by sales taxes and intergovernmental revenues, or governmental activities, from other functions that are intended to recover all or a significant portion of its costs through user fees and charges, or business -type activities. The governmental activities of the Commission include general government, the Measure A program, Community and Environmental Transportation Acceptability Process (CETAP), commuter assistance, regional arterials, commuter rail, transit and specialized transportation services, planning and programming, bicycle and pedestrian facilities projects, and motorist assistance services. Measure A program services are divided within the three regions of Riverside County (County), namely Western County, Coachella Valley, and Palo Verde Valley. The business -type activities of the Commission include toll road operations. The government -wide financial statements include only the Commission and its blended component unit. The government -wide financial statements can be found on pages 16-17 of this report. Fund Financial Statements A fund is a grouping of related accounts that is used to maintain control over resources that have been segregated for specific activities or objectives. Fund accounting is used to ensure and demonstrate compliance with finance -related legal requirements. Governmental funds are used to account for essentially the same functions reported as governmental activities in the government -wide financial statements; however, governmental fund financial statements focus on near -term inflows and outflows of spendable resources and on balances of spendable resources available at the end of the fiscal year. Such information may be useful in evaluating a government's near -term financing requirements. Since the focus of governmental funds is narrower than that of the government -wide financial statements, it is useful to compare the information presented for governmental funds with similar information presented for governmental activities in the government - wide financial statements. As a result, readers may better understand the long-term impact of the government's near -term financing decisions. Both the governmental fund balance sheet and related statement of revenues, expenditures and changes in fund balances provide a reconciliation to facilitate this comparison between governmental funds and governmental activities. The Commission maintains 15 individual governmental funds. Information is presented separately in the governmental fund balance sheet and in the related statement of revenues, expenditures and changes in fund balances for the Commission's major governmental funds comprised of the General fund; Measure A Western County, Measure A Coachella Valley, Transportation Uniform Mitigation Fee (TUMF), and Local Transportation Fund (LTF) Special Revenue funds; Commercial Paper and Bonds Capital Projects funds; and Debt Service fund. Data from the other seven governmental funds are combined into a single, aggregated presentation. Individual fund data for each of these nonmajor governmental funds is provided in the form of combining statements in the other supplementary information section. The Commission adopts an annual appropriated budget for the General fund, all Special Revenue funds, all Capital Projects funds, and the Debt Service fund. Budgetary comparison schedules have been provided for the General fund and major Special 4 Revenue funds as required supplementary information and for the nonmajor Special Revenue funds and the Capital Projects and Debt Service funds as other supplementary information to demonstrate compliance with these budgets. The governmental fund financial statements, including the reconciliation between the fund financial statements and the government -wide financial statements, can be found on pages 18-23 of this report. The proprietary fund consists of an enterprise fund, which is used to report the same functions presented as business -type activities in the government -wide financial statements. The Commission uses an enterprise fund to account for its toll road operations. Proprietary fund financial statements provide the same type of information as the government -wide financial statements, only in more detail. The proprietary fund financial statements provide separate financial information of the RCTC 91 Express Lanes, which is a major enterprise fund of the Commission. The proprietary fund financial statements can be found on pages 24-27 of this report. Notes to the Financial Statements The notes provide additional information that is essential to a full understanding of the data provided in the government -wide and fund financial statements. The notes to the financial statements can be found on pages 28-66 of this report. Other Information Other information is in addition to the basic financial statements and accompanying notes to the financial statements. This report also presents certain required supplementary information concerning the Commission's budgetary results for the General fund and major Special Revenue funds as well as the schedules of proportionate share of net pension liability, pension contributions, changes in the net other -post employment benefits (OPEB) liability and related ratios, and OPEB contributions. Required supplementary information can be found on pages 67-74 of this report. Other supplementary information is presented immediately following the required supplementary information. Other supplementary information includes the combining statements referred to earlier relating to nonmajor governmental funds; budgetary results for the nonmajor Special Revenue funds, all Capital Projects funds, and the Debt Service fund; schedules of expenditures for local streets and roads and expenditures for transit and specialized transportation; and schedule of uses of debt proceeds and fund balances. This other supplementary information can be found on pages 75-88 of this report. Government -wide Financial Analysis As noted previously, net position may serve over time as a useful indicator of a government's financial position. At June 30, 2017, the Commission's assets exceeded liabilities by $141,488,493, a $195,219,475 decrease from June 30, 2016.Our analysis below focuses on the net position and changes in net position of the Commission's governmental and business -type activities. Net Position Approximately 53%, compared to 116% in 2016, of the Commission's net position reflects its net investment in capital assets (i.e., construction in progress; land and improvements; toll infrastructure; buildings; construction and rail operating easements; rail stations; rail tracks; office improvements; transponders; and office furniture, equipment, and vehicles), less any related outstanding debt used to acquire those assets, primarily related to land and tolled express lane projects. The Commission uses these capital assets to provide transportation services to the residents and business community of the County. Although the Commission's investments in capital assets is reported net of related debt, the resources used to repay this debt must be provided from other sources, since the capital assets themselves cannot be used to liquidate these liabilities. For business -type activities, the related debt for the RCTC 91 Express Lanes exceeded the capital assets, net of accumulated depreciation. 5 The most significant portion of the Commission's net position represents resources subject to external restrictions on how they may be used. Restricted net position from governmental activities represented approximately 137% and 183% of the total net position at June 30, 2017 and 2016, respectively. Restricted net position from governmental activities decreased by $19,243,180, as a result of increased expenses for highway, primarily related to the substantial completion of the 91 Project, and transfer of bond proceeds and debt service reserves to business -type activities. The increase in restricted net position from business -type activities of $242,134,144 is related to the transfer of nonspendable intangible assets from governmental activities and net toll revenues from operations. Unrestricted net position represents the portion of net position that can be used to finance day-to-day operations without constraints established by debt covenants, enabling legislation, or other legal requirements. Unrestricted net position from governmental activities changed from a $668,395,594 deficit at June 30, 2016 to a $538,356,445 deficit at June 30, 2017. The governmental activities deficit results primarily from the impact of recording of the Commission's long-term debt, consisting of bonds issued for Measure A highway, local street and road, and regional arterial projects. While a significant portion of the debt has been incurred to build these projects which are capital assets, upon completion for most projects are transferred to Caltrans or the local jurisdiction. Accordingly, such projects are not assets of the Commission that offset the long-term debt in the statement of net position. The business -type activities deficit is related to the toll -supported debt issued for nonspendable intangible assets of tolled express lane projects. The following is condensed financial data related to net position at June 30, 2017 and June 30, 2016: Governmental -Activities Business -Type Activities Net Position 2017 2016 2017 2016 Total 2017 2016 Current and other assets Capital assets not being depreciated Capital assets, net of depreciation Intangible assets, net of amortization Total assets Deferred outflows of resources Total assets and deferred outflows of resources Long-term obligations Other liabilities Total liabilities Deferred inflows of resources Total liabilities and deferred inflows of resources Net position: Net investment in capital assets Restricted Unrestricted (deficit) Net position at end of year Changes in Net Position $ 795,312,825 285,178,007 281,674,658 $ 836,821,360 608,101,900 283,109,728 $ 35,002,755 44,658,207 26,683,530 234,075,489 $ — $ 830,315,580 — 329,836,214 — 308,358,188 — 234,075,489 $ 836,821,360 608,101,900 283,109,728 1,362,165,490 1,728,032,988 340,419,981 15,870,375 29,699,210 84,567 1,378,035,865 1,757,732,198 340,504,548 832,825,964 1,283,762,734 628,567,908 109,496,846 136,205,408 5,613,197 942,322,810 1,419,968,142 634,181,105 545,722 1,056,088 2,283 942,868,532 1,421,024,230 634,183,388 377,309,766 596,214,012 (538,356,445) $ 435,167,333 389,646,370 615,457,192 (668,395,594) $ 336,707,968 (301,737,495) 242,134,144 (234,075,489) $ (293,678,840) $ — 1,702,585,471 1,728,032,988 — 15,954,942 29,699,210 — 1,718,540,413 1,757,732,198 — 1,461,393,872 1,283,762,734 — 115,110,043 136,205,408 — 1,576,503,915 1,419,968,142 — 548,005 1,056,088 — 1,577,051,920 1,421,024,230 75,572,271 838,348,156 (772,431,934) $ 141,488,493 389,646,370 615,457,192 (668,395,594) $ 336,707,968 The Commission's total program and general revenues, excluding transfers of $290,547,316, were $343,160,019, while the total cost of all programs, excluding transfers, was $538,379,494. Total revenues decreased by 9%, and the total cost of all programs increased by 7%. Approximately 12% of the costs of the Commission's programs were paid by those who directly benefited from 6 the programs or by other governments that subsidized certain programs with grants and contributions. Sales taxes ultimately financed a significant portion of the programs' net costs. Governmental and business -type activities decreased the Commission's net position by $195,219,475, and condensed financial data related to the change in net position is presented in the table below. Key elements of this decrease are as follows: • Charges for services increased by $9,676,789, or 726%, due to new toll operations on the RCTC 91 Express Lanes; • Operating grants and contributions decreased by $6,955,850, or 16%, primarily due to a state allocation received in the previous year related to the 1-215 corridor improvement project and reduction of planning, programming and monitoring funds; • Capital grants and contributions decreased by $37,610,411, or 70%, primarily due to state reimbursements received in the previous year related to the Perris Valley Line project and station rehabilitation and security projects; • Measure A sales tax revenues increased by $7,689,968 or 5%, due to the continued economic recovery in the region; • Transportation Development Act (TDA) sales taxes decreased by $2,495,080, or 3%, as a result of a decrease in State Transit Assistance (STA) revenue allocations offset by an increase in LTF revenues; • Unrestricted investment earnings decreased $4,117,974, or 49%, due to lower cash and investment balances as a result of the use of debt proceeds; • Other miscellaneous revenues increased $908,855, or 18% due to the sale of surplus highway property; and • Internal transfers of $290,547,316 are related to the substantial completion of the 91 Project and opening of the RCTC 91 Express Lanes in March 2017, resulting in the transfer of long-term debt, cash and investments, and capital and intangible assets from governmental activities to business -type activities. Changes in Net Position Governmental Activities Business -Type Activities Total 2017 2016 2017 2.016 2017 2016 Revenues Program revenues: Charges for services Operating grants and contributions Capital grants and contributions General revenues: Measure A sales taxes TDA sales taxes Unrestricted investment earnings Other miscellaneous revenue Gain on sale of capital assets, net Transfers Total revenues and transfers Expenses General government Bicycle and pedestrian facilities CETAP Commuter assistance Commuter rail Highways Local streets and roads Motorist assistance Planning and programming Regional arterials Toll operations Transit and specialized transportation Interest expense Transfers Total expenses and transfers Increase (decrease) in net position Net position at beginning of year Net position at end of year $ 886,236 35,611,287 16,451,903 175,320,207 94,639,514 4,262,323 5,859,819 290,547,316 $ 1,333,019 42,568,860 54,062,314 167,630,239 97,134,594 8,383,732 4,950,964 738,335 $ 10,123,572 1,723 3,435 $ — $ 11,009,808 $ 1,333,019 35,613,010 42,568,860 — 16,451,903 54,062,314 623,578,605 376,802,057 10,128,730 — 175,320,207 167,630,239 - 94,639,514 97,134,594 4,265,758 8,383,732 — 5,859,819 4,950,964 — — 738,335 - 290,547,316 — — 633,707,335 376,802,057 7,258,051 1,314,932 2,489,440 2,658,782 38,964,217 264,283,974 51,864,011 4,164,892 3,141,759 19,040,012 80,724,591 49,214,579 6,614,285 212,547 1,871,426 2,615,610 41,449,269 245,668,543 49,826,564 4,149,320 3,965,071 23,095,562 — 13,260,254 70,611,967 — 53,558,472 — 290,547,316 — 7,258,051 — 1,314,932 - 2,489,440 2,658,782 - 38,964,217 — 264,283,974 — 51,864,011 4,164,892 - 3,141,759 — 19,040,012 — 13,260,254 80,724,591 - 49,214,579 — 290,547,316 6,614,285 212,547 1,871,426 2,615,610 41,449,269 245,668,543 49,826,564 4,149,320 3,965,071 23,095,562 70,611,967 53,558,472 525,119,240 503,638,636 303,807,570 — 828,926,810 98,459,365 (126,836,579) (293,678,840) — (195,219,475) 336,707,968 463,544,547 $ 435,167,333 $ 336,707,968 $ (293,678,840) $ - 336,707,968 $ 141,488,493 503,638,636 (126,836,579) 463,544,547 $ 336,707,968 7 " General government expenses increased by $643,766, or 10%, primarily due to issuance costs related to the 2016 Sales Tax Revenue Refunding Bonds; " Bicycle and pedestrian facilities expenses increased by $1,102,385, or 519%, due to an increase in claims for approved projects; " CETAP expenses increased by $618,014, or 33%, due to an increase in right of way acquisition related to the Mid County Parkway project; " Commuter assistance expenses increased by $43,172 or 2%, due to the program management activities; " Commuter rail expenses decreased by $2,485,052, or 6%, as a result of substantial completion of the Perris Valley Line extension project in the prior year, offset by an increase in commuter rail station operating and rehabilitation costs; " Highway expenses increased by $18,615,431, or 8%, due to the 91 Project and 1-15 Express Lanes project costs and a $7.5 million loss on the sale of capital assets; " Local streets and roads expenses increased by $2,037,447 or 4%, because of an increase in the overall Measure A sales tax revenues which affects the local street and road distributions to local jurisdictions; " Motorist assistance expenses increased by $15,572, or less than 1%, due to increased call box maintenance; " Planning and programming expenses decreased by $823,312, or 21 %, primarily due to a delay in feasibility studies; " Regional arterial expenses decreased by $4,055,550, or 18%, as a result of a decrease in reimbursements to local jurisdictions for approved regional arterial projects; " Toll operations expenses increased by $13,260,254 as a result of substantial completion of the 91 Project and opening of the RCTC 91 Express Lanes to motorists in March 2017; " Transit and specialized transportation expenses increased by $10,112,624, or 14%, due to an increase in bus transit operating and capital claims in all three geographic areas; and " Interest expenses decreased by $4,343,893 or 8%, primarily as a result of the amortization of the premium on the 2016 Sales Tax Revenue Refunding Bonds. 8 The graphs below present the program and general revenues by source and program expenses for the Commission's governmental activities for the fiscal years ended June 30, 2017 and June 30, 2016: $1 75,000,000 $149, 000.000 $97,000,000 I $71,000,000 s• $45,000,000 $19.000,000 -$7,000,000 `. • Measure A sales taxes Revenues - Governmental Activities Transportation Unrestricted Development Act investment sales taxes earnings Gain on sale of Operating grants capital assets, net and contributions Other Charges for Capital grants and services contributions •2017! $175,320,207 $94,639,514 $4,262,323 $0 $35,611,28,7 $5,859,819 $886,236 $16.451,903 •2016 $167,630,239 $97,134:594 $8,383,732 $738,335 $42,568,860 i $4,950,964 $1,333,019 $54,062,314 Expenses - Governmental Activities $300,000,000 $250,000,000 $200,000,000 $150,000,000 $100,000.000 $50,000,000 $ 111/ III._ ME 1 • Bicycle and Transit and General Commuter Local streets i Motorist Planning and Regional Interest government Pedestrian CETAP assistance Commuter rail; Highways and roads ' assistance programming arterials specialized facilities transportation r• 2017 $7,258.051 $1 314,932 $2,489.440 $2,658,782 $38,964,217 $264,283,97 $51,864,011 $4,164,892 $3.141,759 S19,040.012 $80,724.591 $49,214.579 ili2016 $6,614:285 $212,547 S1.871,426 $2,615,610 $41,449.269 $245,668,54 $49,826,564 ' $4,149,320 $3,965,071 $23,095,562 $70.611.967 $53.558,472 9 The graphs below present the program and general revenues by source and program expenses for the Commission's business - type activities for the fiscal years ended June 30, 2017 and June 30, 2016: Expenses - Business -Type Activities $14,000,000 $12,000,000 $10,000,000 $8,000,000 $6,000,000 $4,000,000 $2,000,000 $- RCTC 91 Express Lanes ■ 2017 $13,260,254 ■ 2016 $- $13,000,000 $10,500,000 $8,000,000 $5,500,000 $3,000,000 Revenues • Business•TypeActivities 1 Unrestricted investment earnings Operating grants and contributions Charges for services ■2017 $3,435 $1,723 $10,123,572 T 2018 $0 $0 $0 Financial Analysis of the Commission's Funds Governmental Funds The focus of the Commission's governmental funds is to provide information on a near -term inflows, outflows, and balances of spendable resources. Such information is useful in assessing the Commission's financing requirements. As of June 30, 2017, the Commission's governmental funds reported combined ending fund balances of $706,413,068, a decrease of $34,008,334 compared to 2016. Less than 1 %, or $9,394,827, is nonspendable fund balance related to prepaid amounts; $2,572,182 is assigned fund balance for general government administration activities; an unassigned deficit of $23,054 is related to a deficit cash balance in a nonmajor fund. The remainder of the fund balance is restricted to indicate the following externally enforceable legal restrictions: • $6,682,584 in TDA funds that have been allocated to jurisdictions within the County for bicycle and pedestrian projects; • $45,263,332 of TUMF funds for new CETAP corridors in Western County; • $15,803,284 for commuter assistance activities such as expansion of park -and -ride facilities and other projects and programs that encourage commuters to use alternative modes of transportation under the 2009 Measure A program; • $51,735,158 in TDA, Measure A, and Proposition 1B funds for commuter rail operations and capital projects and $3,308,418 in TDA and Proposition 1 B funds for the Coachella Valley/San Gorgonio Pass rail corridor; • $21,982,515 in 2009 Measure A funds available to pay sales tax revenue bonds debt service over the next year; • $270,644,125 for highway, economic development, and new corridor projects related to the 1989 Measure A and the 2009 Measure A programs; • $2,821 for local streets and roads programs that are returned to the jurisdictions within the County for maintenance of their roads and local arterials under the 2009 Measure A program; • $8,842,499 in state funds for motorist assistance services; • $4,362,699 of TDA funds for planning and programming activities; • $35,644,449 and $36,210,218 for regional arterial projects in Western County related to the 2009 Measure A and TUMF programs, respectively; • $8,915,614 of Measure A funds for transit and specialized transportation in the Western County and $1,145,868 for specialized transportation in the Coachella Valley; and 10 " $183,925,529 in TDA funds available to the commuter rail and bus transit operations and capital in the County. The following table presents the changes in fund balances for the governmental funds for the fiscal years ended June 30, 2017 and 2016: Fund Balances Year Ended June 30 2017 2016 % Change General fund Special Revenue major funds: Measure A Western County Measure A Coachella Valley Transportation Uniform Mitigation Fee Local Transportation Fund Capital Projects major funds: Commercial Paper Bonds Debt Service fund Nonmajor governmental funds Key elements for the changes in fund balances are as follows: $ 19,126,100 221,510,954 47,791,274 81,473,550 115,175,281 $ 10,792,190 201,722,613 42,644,404 70,616,683 116,816,853 46,951,913 42,033,114 64,660,068 93,265,967 21,982,515 78,316,055 87,741,413 84,213,523 77% " The 77% increase in the General fund resulted from increased transfers from the Local Transportation Fund and 2009 Measure A Western County Special Revenue Fund for Perris Valley Line commuter rail and related station operations; " The 10% increase in Measure A Western County Special Revenue fund was attributed to transfers from capital project funds for highway and rail projects; " The 12% increase in the Measure A Coachella Valley Special Revenue fund was attributed to excess 2009 Measure A revenues over expenditures for highway and regional arterial projects; " The 15% increase in the Transportation Uniform Mitigation Fee Special Revenue fund was attributable to decreased reimbursements to local jurisdictions for approved projects; " The 1 % decrease in the Local Transportation Fund resulted from the excess of claims of allocations for transit operations and capital projects and for bicycle and pedestrian facility projects over sales tax revenues; " The 12% increase in the Commercial Paper Capital Projects fund was attributed to the issuance of commercial paper notes for the 1-15 Express Lanes project costs; " The 31 % decrease in Bonds Capital Projects fund was attributed to the use of bond proceeds for the 91 Project costs; " The 72% decrease in the Debt Service fund was due to the transfer of debt proceeds for governmental funds to the proprietary fund related to the opening of the RCTC 91 Express Lanes in March 2017; and " The 4% increase in nonmajor governmental funds resulted primarily from the excess of sales tax revenues over claims of allocations for transit capital projects. Proprietary Fund The Commission's proprietary fund provides the same type of information found in the government -wide financial statements. The net position of the proprietary fund totaled a deficit of $293,678,840 at June 30, 2017. The deficit is related to the RCTC 91 Express Lanes toll -supported debt service requirements in excess of capital and intangible assets. 11 General Fund Budgetary Highlights Differences between the original budget and the final amended budget for the General fund resulted in a $6,868,986 increase in expenditure appropriations and were related to the following changes: • $75,100 decrease to general government for various operations support services; • $6,928,086 increase to the commuter rail program for program management activities; • $31,000 increase for transit and specialized transportation activities; and • $15,000 decrease to capital outlay for furniture and equipment. During the year, General fund revenues were below budgetary estimates by $6,698,241; expenditures were less than budgetary estimates by $18,133,270. General fund budgetary variances between the final amended budget and actual amounts are as follows: General Fund Budgetary Variances Year Ended June 30, 2017 Final Amended Budget Actual % Variance Revenues Sales taxes Intergovernmental Investment income Other Total revenues $ 3,250,000 $ 3,250,000 0% 9,540,241 2,978,391 (69)% 16,300 74,717 358% 457,500 262,692 (43)% 13,264,041 6,565,800 (50)% Expenditures Current General government 7,086,300 5,542,008 22% Commuter rail 34,767,686 23,386,736 33% Planning and programming 7,360,300 2,308,433 69% Transit and specialized transportation 419,600 419,103 0% Debt service 25,000 24,857 0% Capital outlay 251,000 95,479 62% Total expenditures 49,909,886 31,776,616 36% Other financing sources (uses) Transfers in 36,079,100 33,544,726 (7)% Net change in fund balance $ (566,745) $ 8,333,910 1570% Significant budgetary variances between the final amended budget and actual amounts are as follows: • $6,561,850 negative variance for intergovernmental revenues primarily related to lower intergovernmental reimbursements for commuter rail and planning, programming and monitoring expenditures; • $58,417 positive variance for increased investment income related to conservative investment yield estimates; • $194,808 negative variance for other revenues related to anticipated revenues for rail maintenance activities not earned; • $1,544,292 positive variance for general government expenditures primarily related to lower professional services and other expenditures such as maintenance, training, and travel; • $11,380,950 positive variance for commuter rail expenditures related to lower station maintenance and repairs and Metrolink operations; • $5,051,867 positive variance for planning and programming expenditures related to lower special studies, grade separation project claims, and allocations to local jurisdictions for various projects; 12 " $497 positive variance for transit and specialized transportation expenditures related to lower professional services and other expenditures such as training and travel; " $143 positive variance for debt service related to capital lease expenditures; " $155,521 positive variance for capital outlay expenditures due to delayed acquisition of Commission hardware and software improvements and station improvements; and " $2,534,374 negative variance for transfers in related to the anticipated needs for administrative cost allocations as well as commuter rail and planning and programming activities. Capital and Intangible Assets Capital Assets As of June 30, 2017, the Commission had $638,194,402, net of accumulated depreciation, invested in a broad range of capital assets including development and construction in progress and easements; land and land improvements; construction rail operating easements, stations, and tracks; buildings; toll infrastructure; transponders; and office improvements, furniture, equipment, and vehicles. The total decrease in the Commission's total capital assets, net for FY 2016/17 was 28%. Major capital asset additions during 2017 included construction in progress related to preliminary engineering costs for the 1-15 Express Lanes; rail track improvements; land acquisition for the 91 Project and other highway projects; building acquisitions for the 1-15 Express Lanes project; toll infrastructure; and transponders. The decrease in capital assets during 2017 was primarily related to the substantial completion of the 91 Project, including the tolled express lanes and direct connector for the RCTC 91 Express Lanes, and the transfer of the toll facility portion of the construction in progress costs to the RCTC 91 Express Lanes as intangible costs. The table below is a comparative summary of the Commission's capital assets, net of accumulated depreciation: Governmental Activities Business -Type Activities Total 2017 2016 2017 2016 2017 2016 Capital Assets not being depreciated: Land and land improvements Construction easements Rail operating easements Construction in progress Development in progress Total capital assets not being depreciated $162,102,279 $ 215,358,210 1,167,671 1,174,727 63,846,199 63,839,142 58,061,858 327,694,387 - 35,434 $ 44,658,207 $ - $ 206,760,486 $ 215,358,210 - 1,167,671 1,174,727 - 63,846,199 63,839,142 58,061,858 327,694,387 - - 35,434 285,178,007 608,101,900 44,658,207 - 329,836,214 608,101,900 Capital Assets being depreciated, net of accumulated depreciation: Rail stations 137,929,888 143,265,850 - - 137,929,888 143,265,850 Rail tracks 140,127,881 138,959,812 - - 140,127,881 138,959,812 Temporary construction easements 63,365 343,701 - - 63,365 343,701 Buildings 3,287,508 - 484,809 - 3,772,317 - Toll infrastructure - - 26,071,062 26,071,062 Transponders - - 109,743 - 109,743 Office improvements, furniture, 266,016 540,365 17,916 - 283,932 540,365 equipment, and vehicles Total capital assets, net of 281,674,658 283,109,728 26,683,530 - 308,358,188 283,109,728 accumulated depreciation Total capital assets $ 566,852,665 $ 891,211,628 $ 71,341,737 $ - $ 638,194,402 $ 891,211,628 More detailed information about the Commission's capital assets is presented in Note 4 to the financial statements. 13 Intangible Assets On March 20, 2017, the 91 Project was substantially completed and the RCTC 91 Express Lanes opened to motorists. In connection with a toll facilities agreement with Caltrans, or service concession agreement, the Commission may collect tolls and operate and maintain a toll facility on SR-91 from the Orange/Riverside County line to 1-15 for 50 years from opening. A portion of the costs related to the toll facility construction were transferred from the governmental activities to business -type activities and reflected as intangible assets. The table below is a comparative summary of the Commission's intangible assets, net of accumulated amortization: Business -Type Activities 2017 2016 Toll facility franchise, net of accumulated amortization $ 234,075,489 $ — More detailed information about the intangible assets and service concession arrangements is presented in Note 5 to the financial statements. Debt Administration As of June 30, 2017, the Commission had $1,451,467,794 outstanding in sales tax and toll revenue bonds, TIFIA loan, and commercial paper notes. The total debt increased from the $1,270,902,873 outstanding as of June 30, 2016, primarily as a result of the TIFIA loan draw of $143,358,089 for the 91 Project; issuance of the 2016 Sales Tax Revenue Refunding Bonds of $76,140,000 to refund all of the outstanding 2009 A Bonds Series A of $63,900,000 and retire the outstanding commercial paper notes of $20,000,000; and issuance of commercial paper notes of $30,000,000 for the 1-15 Express Lanes project. The Commission's sales tax revenue bonds received ratings of "AA+" from Standard & Poor's Rating Service (S&P), "Aa2" from Moody's Investors Service (Moody's), and "AA" from Fitch Ratings (Fitch), and the toll revenue bonds received ratings of "BBB - "from S&P and Fitch. The TIFIA loan received a rating of "BBB-" from Fitch. In March 2005 the Commission established a commercial paper program, currently authorized at $60,000,000 to provide advance funding for 2009 Measure A capital projects. The commercial paper notes are rated "A1" by S&P and "P1" by Moody's. As of June 30, 2017, the Commission had $30,000,000 in commercial paper notes outstanding. The sales tax revenue debt limitation for the Commission under the 2009 Measure A program is $975,000,000 which exceeds the total outstanding debt of $786,240,000. The Commission has also authorized the issuance of toll revenue bonds for the 91 Project not to exceed $900,000,000, which is in excess of the total outstanding debt of $628,551,670. The TIFIA loan, which is a toll revenue bond that is subordinate to the senior toll revenue bonds, provided federal funding up to $421,054,409. Additional information on the Commission's long-term debt can be found in Note 7 to the financial statements. Economic Factors and Other Factors During its March 2017 Commission meeting, the Commission adopted guiding principles for use in the preparation of the FY 2017/18 Budget. These principles have been incorporated in goals of the Commission and will continue to be updated annually in response to the ever -changing social, political, and economic environment. The principles are a business planning tool designed to assist the Commission in implementing its strategic goals and objectives and lays the foundation for future financial planning for the annual budget process. 14 The Commission adopted the FY 2017/18 annual budget on June 14, 2017. Approximately 46% of the $782,656,400 balanced budget is related to capital project expenditures, including: $126,153,000 for right of way acquisition, construction, and design - build activities related to the 91 Project consisting of tolled express and general purpose lanes and interchange improvements; $119,895,000 for preliminary engineering services, right of way support services, construction, and design -build activities related to the 1-15 Express Lanes project; $15,998,300 for various Western County Measure A and TUMF regional arterial projects; $24,600,000 for preliminary engineering and right of way acquisition for the Mid County Parkway project; and $12,750,000 for construction and right of way acquisition related to the Pachappa Underpass project. Distributions to the local jurisdictions for local streets and roads are budgeted at $52,933,000. Budgeted expenditures related to funding of public bus transit operations and capital projects in the County aggregate $121,897,600, and budgeted transfers out related to funding of commuter rail operations and capital are $25,500,000. Debt service costs are $112,668,200, or 14% of the budget. Leading economic indicators show that the local economic outlook is encouraging with the stabilization of sales tax revenues. However, the state and federal budget issues continue to affect funding of the Commission's capital projects and programs. These factors were considered in preparing the Commission's 2018 fiscal year budget, including the sales tax and TUMF fee revenue projections. There are obvious variables in terms of project financing available from federal and state funds. There is continuing uncertainty regarding long-term federal transportation funding. The Commission continues to study alternative financing alternatives such as tolled express lane facilities and federal financing programs to support the delivery of 2009 Measure A projects. Contacting the Commission's Management This financial report is designed to provide a general overview of the Commission's finances for all those with an interest in the government's finances and to show the Commission's accountability for the money it receives. Questions concerning any of the information provided in this report or requests for additional information should be addressed to the Chief Financial Officer, Finance Department at the Riverside County Transportation Commission, 4080 Lemon Street, 3rd Floor, P.O. Box 12008, Riverside, California 92502-2208. 15 RIVERSIDE COUNTY TRANSPORTATION COMMISSION Basic Financial Statements Riverside County Transportation Commission Statement of Net Position June 30, 2017 Governmental Business -type Activities Activities Total Assets Cash and investments $ 566,895,374 $ 4,726,984 $ 571,622,358 Receivables: Accounts 84,858,288 3,642,986 88,501,274 Advances to other governments 27,960,481 27,960,481 Interest 1,464,656 90,267 1,554,923 Internal balances 1,151,216 (1,151,216) Due from other governments 3,232,104 3,232,104 Prepaid expenses and other assets 9,394,827 131,335 9,526,162 Restricted investments held by trustee 100,355,879 27,562,399 127,918,278 Capital assets not being depreciated 285,178,007 44,658,207 329,836,214 Capital assets, net of accumulated depreciation 281,674,658 26,683,530 308,358,188 Intangible asset, net of amortization 234,075,489 234,075,489 Total assets 1,362,165,490 340,419,981 1,702,585,471 Deferred outflows of resources Accumulated decrease in fair value of derivatives 10,422,822 - 10,422,822 Pension differences between contributions and proportionate share of contributions 603,293 4,678 607,971 Pension differences between expected and actual experiences 41,695 - 41,695 Pension changes in Commission's proportion 779,717 • 779,717 Pension contributions subsequent to measurement date 1,216,467 22,424 1,238,891 Pension net differences between projected and actual earnings on plan investments 1,989,048 42,398 2,031,446 Other post -employment benefits net differences between projected and actual earnings on plan investments 163,388 3,012 166,400 Other post -employment benefits contributions subsequent to measurement date 653,945 12,055 666,000 Total assets and deferred outflows of resources 1,378,035,865 340,504,548 1,718,540,413 Liabilities Accounts payable 84,262,668 1,060,896 85,323,564 Interest payable 3,285,391 1,844,320 5,129,711 Other liabilities 3,268,739 2,649,568 5,918,307 Derivative Instrument -swap 10,422,822 10,422,822 Pension liabilities 7,593,733 45,906 7,639,639 Other post -employment benefits liabilities 663,493 12,507 676,000 Long-term liabilities: Due within one year 68,043,625 5,826 68,049,451 Due in more than one year 764,782,339 628,562,082 1,393,344,421 Total liabilities 942,322,810 634,181,105 1,576,503,915 Deferred inflows of resources Pension changes In assumptions 390,312 - 390,312 Pension changes in Commission's proportion 146,128 1,672 147,800 Pension differences between expected and actual experiences 9,282 611 9,893 Total liabilities and deferred inflows of resources 942,868,532 634,183,388 1,577,051,920 Net position Net Investment In capital assets 377,309,766 (301,737,495) 75,572,271 Restricted for: Nonspendable Intangible assets • 234,075,489 234,075,489 Bicycle and pedestrian facilities 6,682,584 6,682,584 CETAP 45,263,332 - 45,263,332 Commuter assistance 15,805,928 15,805,928 Commuter rail 55,058,469 55,058,469 Debt service 5,688,087 5,688,087 Highways 188,594,521 188,594,521 Local streets and roads 74,215 74,215 Motorist assistance 8,842,499 8,842,499 Toll operations 8,058,655 8,058,655 Planning and programming 4,362,699 - 4,362,699 Regional arterials 71,854,667 71,854,667 Transit and specialized transportation 193,987,011 - 193,987,011 Unrestricted (deficit) (538,356,445) (234,075,489) (772,431,934) Total net position $ 435,167,333 $ (293,678,840) $ 141,488,493 See notes to financial statements 16 Riverside County Transportation Commission Statement of Activities Year Ended June 30, 2017 Net(Expense)Revenue Program Revenues and Changes In Net Position Charges for Operating Grants Capital Grants Governmental Buslness•type Functions/Programs Expenses Services and Contributions and Contributions Activities. Activities Total Primary Government Govemmental Activities: General government $ 7,258,051 $ 447 $ 745 $ - $ (7,256,859) $ - $ (7,258,859) Bicycle and pedestrian facilities 1,314,932 (1,314,932) (1,314,932) CETAP 2,489,440 9,797,414 7,307,974 7,307,974 Commuter assistance 2,858,782 - 1,169,712 - (1,489,070) (1,489,070) Commuter rail 38,964,217 250,418 2,584,444 18,451,903 (19,877,454) (19,677,454) Highways 264,283,974 7,921,469 - (256,362,505) - (256,382,505) Local streets and roads 51,864,011 - (51,864,011) - (51,884,011) Motorist assistance 4,164,892 635,373 3,982,967 453,448 453,448 Planning and programming 3,141,759 357,121 (2,784,638) (2,784,638) Regional arterials 19,040,012 9,797,415 (9,242,597) (9,242,597) Transit and specialized transportation 80,724,591 - (80,724,591) - (80,724,591) Interest expense 49,214,579 (49,214,579) (49,214,579) Total governmental activities 525,119,240 886,238 35,611,287 16,451,903 (472,169,814) (472,189,814) Business -type Activities: RCTC 91 Express Lanes Total Primary Government See notes to financial statements 13,280,254 10,123,572 1,723 (3,134,959) (3,134,959) $ 538,379,494 $ 11,009,808 $ 35,813010 $ 18451,903 $ (472,189,814) $ (3,134,959) $ (475004J7 General Revenues: Measure A sales taxes 175,320,207 175,320,207 Transportation Development Act sales taxes 94,639,514 94,639,514 Unrestricted investment earnings 4,262,323 3,435 4,265,758 Other miscellaneous revenue 5,859,819 - 5,859,819 Transfers 290,547,316 (290,547,316) - Total general revenues and transfers 570,829,179 (290,543,881) 280,085,298 Change In net position 98,459,365 (293,678,840) (195,219,475) Net position at beginning of year 338,707,968 - 338,707,968 Net position at end of year $ 435,167,333 $ (293,678,840) $ 141,488,493 17 Riverside County Transportation Commission Balance Sheet - Governmental Funds June 30,2017 Major Funds Special Revenue Transportation Measure A Measure A Uniform Local Western Coachella Mitigation Transportation General County Valley Fee Fund Assets Cash and investments $ 16,062,687 $ 240,338,885 $ 47,860,822 $ 77,883,162 $ 95,053,983 Receivables Accounts 2,970,470 45,857,876 7,410,574 5,051,131 17,724,190 Advances 199,034 Interest 39,521 547,300 115,984 186,642 205,961 Due from other funds 1,274,437 948,096 167,159 450,864 Due from other governments - 3,000,000 Prepaid expenditures and other assets 232,759 9,162,068 - - Restricted Investments held by trustee - Total assets $ 20,579,874 $ 297,053,259 $ 55,554,539 $ 83,571,799 $ 115,984,134 Liabilities and Fund Balances Liabilities Accounts payable $ 1,282,102 $ 72,060,662 $ 7,148,818 $ 901,949 $ 808,853 Due to other funds 1,038,213 614,447 1,196,300 - Other liabilities 171,672 2,443,430 - Totalliabilities 1,453,774 75,542,305 7,763,265 2,098,249 808,853 Fund balances Nonspendable-prepaid amounts 232,759 9,162,068 Restricted for Bicycle and pedestrian facilities 6,682,584 CETAP - 45,263,332 Commuter assistance - 15,803,284 Commuter rail 12,138,622 39,596,536 Debt service - Highways 112,388,048 46,644,096 Local streets and roads 955 1,310 Motorist assistance Planning and programming 4,182,537 Regional arterials 35,644,449 - 36,210,218 - Transit and specialized transportation 8,915,614 1,145,868 108,492,697 Assigned General government 2,572,182 Unassigned Total fund balances 19,126,100 221,510,954 47,791,274 81,473,550 115,175,281 Total liabilities and fund balances $ 20,579,874 $ 297,053,259 $ 55,554,539 $ 83,571,799 $ 115,984,134 See notes to financial statements Riverside County Transportation Commission Balance Sheet - Governmental Funds June 30, 2017 Major Funds Capital Projects Other NonmaJor Commercial Debt Governmental Paper Bonds Service Funds Total Assets. Cash and investments $ 296,318 $ 34,350 $ 5,157,473 $ 84,207,694 $ 566,895,374 Receivables Accounts 5,844,047 84,858,288 Advances 24,200,996 3,560,451 27,960,481 Interest 16,323 97,211 51,344 204,370 1,464,656 Due from other funds 585,744 1,195,447 1,200,000 5,821,747 Due from other governments 3,000,000 Prepaid expenditures and other assets - 9,394,827 Restricted investments held by trustee 23,483,700 59,931,322 16,940,857 100,355,879 Total assets $ 48,583,081 $ 64,818,781 $ 22,149,674 $ 91,456,111 $ 799,751,252 Liabilities and Fund Balances Liabilities Accounts payable $ - $ - $ - 2,060,284 $ 84,262,668 Due to other funds 167,159 1,654,412 4,670,531 Other liabilities 1,631,168 158,713 2 4,404,985 Total liabilities 1,631,168 158,713 167,159 3,714,698 93,338,184 Fund balances Nonspendable-prepaid amounts 9,394,827 Restricted for Bicycle and pedestrian facilities - - 6,682,584 CETAP • - 45,263,332 Commuter assistance 15,803,284 Commuter rail 3,308,418 55,043,576 Debt service - - 21,982,515 21,982,515 Highways 46,951,913 64,660,068 - 270,644,125 Local streets and roads 556 2,821 Motorist assistance 8,842,499 8,842,499 Planning and programming 180,162 4,362,699 Regional arterials - 71,854,667 Transit and specialized transportation 75,432,832 193,987,011 Assigned General government - 2,572,182 Unassigned (23,054) (23,054) Total fund balances 46,951,913 64,660,068 21,982,515 87,741,413 706,413,068 Total liabilities and fund balances $ 48,583,081 $ 64,818,781 $ 22,149,674 $. 91,456,111 $ 799,751,252 See notes to financial statements RIVERSIDE COUNTY TRANSPORTATION COMMISSION Riverside County Transportation Commission Reconciliation of the Balance Sheet of Governmental Funds to the Statement of Net Position June 30, 2017 Total fund balances - Governmental funds page 19 $ 706,413,068 Amounts reported for governmental activities In the statement of net position page 16 are different because: Amounts due from other governments are not an available resource and therefore, are not reported in the funds. 232,104 Deferred outflows of resources relate to the accumulated decrease In the fair value of derivatives, which is not recorded In the funds. 10,422,822 Deferred outflows of resources related to the pension contributions subsequent to the measurement date. 1,216,467 Deferred outflows of pension resources related to the differences between contributions and proportionate share of contributions, net differences between projected and actual earnings on plan investments, differences between expected and actual experiences, and changes in Commission's proportion. 3,413,753 Deferred inflows of pension resources related to differences between expected and actual experiences, changes in Commission's proportion, and changes in assumptions. (545,722) Deferred outflows of other post -employment benefits resources related to the net differences between projected and actual earnings on plan Investments and contributions subsequent to the measurement date. 817,333 Capital assets, less related accumulated depreciation, used in governmental activities are not financial resources and therefore are not reported in the funds. 566,852,665 Other long-term assets are not available to pay for current period expenditures and, therefore, are reported as unearned revenue In the funds. 1,136,246 Interest payable on bonds outstanding is not due and payable In the current period and therefore is not reported in the funds. (3,285,391) Long-term liabilities are not due and payable in the current period and therefore are not reported in the funds. Those liabilities consist of: Derivative Instrument -swap (10,422,822) Net pension liability (7,593,733) Net other post employment liability (663,493) Compensated absences (880,901) Capital lease obligation (28,939) Multi -Species Habitat Conservation Plan funding liability (9,000,000) Sales tax bonds payable (756,240,000) Commercial paper notes payable (30,000,000) Premium on sales tax revenue bonds payable (37,183,286) Discount on sales tax revenue bonds payable 507,162 Net adjustment (851,506,012) Net position of governmental activities page 16 $ 435,167,333 See notes to financial statements 20 Riverside County Transportation Commission Statement of Revenues, Expenditures and Changes in Fund Balances - Governmental Funds Year Ended June 30, 2017 Major Funds Special Revenue Transportation Measure Measure Uniform Local Western Coachella Mitigation Transportation General County Valley Fee Fund Revenues Sales taxes $ 3,250,000 $ 133,004,412 $ 38,054,295 $ - $ 88,206,870 Transportation Uniform Mitigation Fee 19,594,829 - Intergovernmental 2,978,391 22,200,714 - Investment income (loss) 74,717 944,087 184,763 301,223 322,450 Other 262,692 5,837,790 10,200 Total revenues 6,565,800 161,987,003 38,239,058 19,906,252 88,529,320 Expenditures Current: General government 5,542,008 1,004,744 12,000 Bicycle and pedestrian facilities 1,314,932 CETAP - 580 4,027,524 - Commuter assistance 2,686,073 - Commuter rail 23,386,736 8,528,984 Highways 225,964,075 14,104,648 Local streets and roads 37,533,508 13,319,003 Motorist assistance - - - Planning and programming 2,308,433 707,246 Regional arterials - 14,739,703 - 4,316,636 Transit and specialized transportation 419,103 5,304,855 5,835,696 66,509,432 Total programs 31,656,280 295,762,522 33,259,347 8,344,160 68,543,610 Debt service: Principal 17,242 Interest 7,615 — Cost of issuance Payment to escrow agent Total debt service 24,857 Capital outlay 95,479 5,574,877 - Total expenditures 31,776,616 301,337,399 33,259,347 8,344,160 68,543,610 Excess (deficiency) of revenues over (under) expenditures (25,210,816) (139,350,396) 4,979,711 11,562,092 19,985,710 Other financing sources (uses): Debt issuance 143,358,089 Premium on debt issuance - - - Transfers in 33,544,726 74,394,645 167,159 450,864 - Transfers out (58,613,997) (1,156,089) (21,627,282) Total other financing sources (uses) 33,544,726 159,138,737 167,159 (705,225) (21,627,282) Net change in fund balances 8,333,910 19,788,341 5,146,870 10,856,867 (1,641,572) Fund balances at beginning of year 10,792,190 201,722,613 42,644,404 70,616,683 116,816,853 Fund balances at end of year $ 19,126,100 $ 221,510,954 $ 47,791,274 $ 81,473,550 $ 115,175,281 See notes to financial statements 21 Riverside County Transportation Commission Statement of Revenues, Expenditures and Changes in Fund Balances • Governmental Funds Year Ended June 30, 2017 Major Funds Capital Projects Commercial Paper Bonds Other Nonmajor Debt Governmental Service Funds Total Revenues Sales taxes $ - $ $ $ 7,444,144 $ 269,959,721 Transportation Uniform Mitigation Fee - 19,594,829 Intergovernmental 2,776,347 4,512,164 32,467,616 Investment income (loss) 1,798,873 595,888 (72,423) 333,596 4,483,174 Other 635,373 6,746,055 Total revenues 1,798,873 595,888 2,703,924 12,925,277 333,251,395 Expenditures Current: General government - 6,558,752 Bicycle and pedestrian facilities - 1,314,932 CETAP 4,028,104 Commuter assistance - - 2,686,073 Commuter rail - 904,419 32,820,139 Highways 10,292,000 23,077 250,383,800 Local streets and roads - 1,011,500 51,864,011 Motorist assistance 4,177,349 4,177,349 Planning and programming 232,352 3,248,031 Regional arterials 19,056,339 Transit and specialized transportation 2,695,039 80,764,125 Total programs 10,292,000 - - 9,043,736 456,901,655 Debt service: Principal 20,000,000 - 7,300,000 27,317,242 Interest 73,357 13,199 44,589,982 44,684,153 Cost of issuance 654,007 • 654,007 Payment to escrow agent 63,900,000 63,900,000 Total debt service 20,073,357 64,567,206 51,889,982 136,555,402 Capital outlay 5,670,356 Total expenditures 30,365,357 64,567,206 51,889,982 9,043,736 599,127,413 Excess (deficiency) of revenues over (under) expenditures (28,566,484) (63,971,318) (49,186,058) 3,881,541 (265,876,018) Other financing sources (uses): Debt issuance 30,000,000 76,140,000 - 249,498,089 Premium on debt issuance 8,414,007 8,414,007 Transfers in 20,000,000 32,040,759 21,241,611 874,095 182,713,859 Transfers out (16,514,717) (81,229,347) (28,389,093) (1,227,746) (208,758,271) Total other financing sources (uses) 33,485,283 35,365,419 (7,147,482) (353,651) 231,867,684 Net change in fund balances 4,918,799 (28,605,899) (56,333,540) 3,527,890 (34,008,334) Fund balances at beginning of year 42,033,114 93,265,967 78,316,055 84,213,523 740,421,402 Fund balances at end of year $ 46,951,913 $ 64,660,068 $ 21,982,515 $ 87,741,413 $ 706,413,068 See notes to financial statements 22 RIVERSIDE COUNTY TRANSPORTATION COMMISSION Riverside County Transportation Commission Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities Year Ended June 30, 2017 Net change In fund balances • Total governmental funds page 22 $ (34,008,334) Amounts reported for governmental activities in the statement of activities page 17 are different because: Governmental funds report capital outlays as expenditures. However, in the statement of activities, the cost of those assets is allocated over its estimated useful lives and reported as depreciation expense. The adjustment combines the net changes of the following amounts: Capital outlay 2,765,036 Net loss on sale of assets (7,554,111) Depreciation expense (11,766,356) Net adjustments (16,555,431) Revenues in the statement of activities that do not provide current financial resources are not reported as revenues in the funds. (220,106) The issuance of long-term debt (e.g., bonds) provides current financial resources to governmental funds, while the repayment of the principal of long-term debt consumes the current financial resources of governmental funds. Neither transaction, however, has any effect on net position. Also, governmental funds report the effect of premiums, discounts, and similar items when debt is first issued, whereas these amounts are deferred and amortized in the statement of activities. The adjustment combines the net changes of the following amounts: Principal payments for commercial paper notes 20,000,000 Principal payments for sales tax revenue refunding bonds 2,900,000 Principal payment for sales tax revenue bonds 4,400,000 Redemption of 2009 Bond series A 63,900,000 TIFIA loan proceeds (143,358,089) Issuance of sales tax revenue refunding bonds (76,140,000) Issuance of commercial paper notes (30,000,000) Premium on sales tax revenue bonds (8,414,007) Amortization of sales tax revenue bonds premium 3,033,710 Amortization of sales tax revenue bonds discount (63,721) Amortization of toll revenue bonds discount (52,452) Net pension liability (1,295,681) Pension change in deferred outflows of resources 1,575,484 Pension change in deferred inflows of resources 510,366 Net other post -employment benefits liability (663,493) Other post -employment benefits change in deferred outflows of resources 817,333 Capital lease payments 17,242 Change in accrued interest (71,694) Change in TIFIA loan accrued interest (8,901,264) Change in toll revenue bonds accrued interest 593,328 Change in accretion of capital appreciation toll revenue bonds 931,667 Change in Multi -Species Habitat Conservation Plan funding liability 3,000,000 Net adjustments (167,281,271) Some expenses reported in the statement of activities do not require the use of current financial resources and therefore are not reported as expenditures in governmental funds. The adjustment combines the net changes of the compensated absences. (67,221) The effect of transfers between the Governmental and Business -type activities. Transfer of TIFIA loan long-term debt 421,054,409 Transfer of TIFIA loan compounded interest 14,635,524 Transfer of toll revenue bonds long-term debt 187,827,922 Transfer of toll revenue bonds accreted interest 3,045,545 Transfer of toll revenue bonds discount (2,168,140) Transfer of capital assets (307,803,532) Net adjustments 316,591,728 Change in net position of governmental activities page 17 $ 98,459,365 See notes to financial statements 23 Riverside County Transportation Commission Statement of Net Position Proprietary Fund June 30, 2017 RCTC 91 Express Lanes Enterprise Fund Assets Current assets: Cash and investments $ 4,726,984 Receivables Accounts 3,642,986 Interest 90,267 Prepaid expenses 131,335 Total current assets 8,591,572 Noncurrent assets: Restricted investments held by trustee 27,562,399 Capital assets, net: Nondepreciable 44,658,207 Depreciable 26,683,530 Intangible assets, net 234,075,489 Total noncurrent assets 332,979,625 Total assets 341,571,197 Deferred outflows of resources Pension deferred outflows Other post -employment benefits deferred outflows Total assets and deferred outflows of resources 69,500 15,067 341,655,764 Liabilities Current liabilities: Accounts payable 1,060,896 Interest payable 1,844,320 Due to governmental funds 1,151,216 Unearned revenues 2,649,668 Compensated absences liabity 5,826 Total current liabilities 6,711,826 Noncurrent liabilities: Net pension liabilities 45,906 Other -post employment benefits liabilities 12,507 Compensated absences liability 10,412 Bonds payable - due in more than one year 628,551,670 Total noncurrent liabilities 628,620,495 Total liabilities 635,332,321 Deferred inflows of resources Pension deferred inflows Total liabilities and deferred inflows of resources 2,283 635,334,604 Net position Net investment in capital assets (301,737,495) Restricted for: Nonspendable intangible assets 234,075,489 Toll operations 8,058,655 Unrestricted (234,075,489) Total net position $ (293,678,840) See notes to financial statements 24 Riverside County Transportation Commission Statement of Revenues, Expenses and Changes in Fund Net Position Proprietary Fund For the Year Ended June 30, 2017 RCTC 91 Express Lanes Enterprise Fund Operating revenues Tolls, penalties, and fees $ 10,125,295 Operating expenses Management and operational services 2,691,372 Other operating expenses 275,308 Professional services 117,772 General and administrative expenses 219,932 Depreciation and amortization 2,527,240 Total operating expenses 5,831,624 Operating income 4,293,671 Nonoperating revenues (expenses) Investment earnings 3,435 Interest expense (7,428,630) Total nonoperating revenues (expenses) (7,425,195) Loss before transfers Transfers in from governmental funds Transfers in from governmental activities, net Change in net position Net position at beginning of year Net position at end of year See notes to financial statements (3,131,524) 26,044,412 (316,591,728) (293,678,840) $ (293,678,840) . Riverside County Transportation Commission Statement of Cash Flows Proprietary Fund For the Year Ended June 30, 2017 Cash flows from operating activities Receipts from customers and users Payments to vendors Payments to employees Payments for RCTC interfund services used Reimbursements received for shared costs Net cash provided by operating activities Cash flows from noncapital financing activities Transfers from governmental activities for operations and maintenance Excess investment earnings received Net cash provided by capital and related financing activities RCTC 91 Express Lanes Enterprise Fund $ 9,115,394 (2,100,261) (132,635) (264,662) 14,314 6,632,150 3,137,666 1,127,554 4,265,220 Cash flows from capital and related financing activities Transfers from governmental activities for debt service 22,824,849 Interest paid on long-term debt (1,427,900) Net cash provided by capital and related financing activities 21,396,949 Cash flows from investing activities Decrease in fair market value of investments Interest received Net cash used for investing activities (8,643) 3,707 (4,936) Net increase in cash and cash equivalents 32,289,383 Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year $ 32,289,383 Reconciliation of cash and cash equivalents to statement of net position Cash and investments $ 4,726,984 Restricted cash and investments 27,562,399 Total cash and cash equivalents $ 32,289,383 See notes to financial statements 26 Riverside County Transportation Commission Statement of Cash Flows Proprietary Fund For the Year Ended June 30, 2017 RCTC 91 Express Lanes Enterprise Fund Reconciliation of operating income (loss) to net cash provided by (used for) operating activities Operating income $ 4,293,671 Adjustments to reconcile operating income to net cash provided by (used for) operating activities Depreciation and amortization expense 2,527,240 (Increase) Decrease in violations receivables (2,649,568) (Increase) Decrease in other receivables, net (993,418) (Increase) Decrease in prepaid assets (131,335) (Increase) Decrease in pension and other -post employment benefits liabilities (23,871) Increase (Decrease) in accounts payable 919,963 Increase (Decrease) in due to other funds 23,662 Increase (Decrease) in unearned revenue 2,649,568 Increase (Decrease) in compensated absences liability 16,238 Total adjustments 2,338,479 Net cash provided by operating activities $ 6,632,150 Noncash capital, financing and investing activities Amortization of bond premium Accreted and compounded interest Investment earnings (accrued interest) See notes to financial statements $ 20,621 4,135,789 90,267 27 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 1. Summary of Significant Accounting Policies Reporting entity: The Riverside County Transportation Commission (Commission) was formed in 1976 under Division 12 (commencing with Section 130000) of the California Public Utilities Code. The Commission is a special district governed by a 34-member board of commissioners (Board) consisting of one representative from each city in the county, all five county supervisors, and one nonvoting state representative. The Commission provides short-range transportation planning and programming for Riverside County (County), which includes the administration of the Local Transportation Fund (LTF) and the State Transit Assistance (STA) programs created under the Transportation Development Act (TDA) by the State of California (State). The LTF is administered by the Commission on behalf of the County. The purpose of this program is to allocate funds for public transportation needs, local streets and roads, bicycle and pedestrian facilities, and multimodal transportation terminals. The STA program allocates funds for public transportation purposes to those geographic areas with special public transportation needs, which cannot be met otherwise. On November 8, 1988, the Commission was empowered by the voters of the County, under Ordinance No. 88-1 (1989 Measure A), to collect a one-half of one percent sales tax for the purpose of improving the transportation system of the County. Measure A was enacted, in part, pursuant to the provisions of Division 25 (commencing with Section 240000) of the California Public Utilities Code and Section 7252.22 of the Revenue and Taxation Code. On November 12, 2002 Riverside County's voters approved a 30-year renewal of Measure A under Ordinance No. 02-001 (2009 Measure A). The voter action ensured the replacement of the 1989 Measure A program when it expired in 2009 with a new 30-year program that continues funding transportation improvements until June 2039. In connection with the 2009 Measure A program, the County and cities in the Western County area implemented a Transportation Uniform Mitigation Fee (TUMF) program to fund a regional arterial system to handle the traffic demands in the Western Riverside County (Western County) area as a result of future development. Under the 2009 Measure A program, the Commission shall receive the first $400 million of TUMF revenues to fund the regional arterial projects and new Community Environmental Transportation Acceptability Process (CETAP) corridors included in the 2009 Measure A Transportation Improvement Plan. Under the Memorandum of Understanding (MOU), the majority of net revenues are allocated in equal amounts to the Commission for regional arterial projects and to Western Riverside Council of Governments (WRCOG) for local arterial projects; a small percentage is allocated for public transit. In September 2008, the Commission approved an amendment to the MOU whereby the $400 million cap was lifted and the Commission will continue to receive its share of TUMF revenues indefinitely. Accounting principles generally accepted in the United States require that the reporting entity include the primary government, organizations for which the primary government is financially accountable, and other organizations for which the nature and significance of their relationship with the primary government are such that exclusion would cause the reporting entity's financial statements to be misleading or incomplete. The basic financial statements include all funds of the Commission including those of the Service Authority for Freeway Emergencies (SAFE), a component unit, for which the Commission is considered financially accountable. SAFE was created under Chapter 14 (commencing with Section 2550) of Division 3 of the California Streets and Highways Code and Sections 2421.5 and 9250.1 of the Vehicle Code. SAFE receives monies from fees levied on registered vehicles to be used to implement and maintain an emergency motorist aid system, as specified, on portions of the California Freeway and Expressway System in the County. The governing body of SAFE is substantially identical to that of the Commission, and management of the Commission has operational responsibility for SAFE. SAFE is presented as a special revenue fund. Separate financial statements are not issued for SAFE. There are many other governmental agencies, including the County of Riverside, providing services within the area served by the Commission. These other governmental agencies have independently elected governing boards and consequently are not under the direction of the Commission. Financial information for these agencies is not included in the accompanying financial statements. 28 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 1. Summary of Significant Accounting Policies, Continued Basis of presentation: The Commission's basic financial statements consist of government -wide financial statements, including a statement of net position and a statement of activities, and fund financial statements which provide a more detailed level of financial information. Government -wide statements: The statement of net position and the statement of activities report information on all of the activities of the Commission. The effect of interfund activity has been removed from these statements. These statements report governmental activities, which normally are supported by taxes and intergovernmental revenues, and are reported separately from business -type activities, which rely to a significant extent on charges and fees for services. The statement of activities demonstrates the degree to which the program expenses of a given function are offset by program revenues. Program expenses include direct expenses, which are clearly identifiable with a specific function, and allocated indirect expenses. Program revenues include 1) charges to customers or applicants who purchase, use, or directly benefit from goods, services, or privileges provided by a given function and 2) grants and contributions that are restricted to meeting the operational or capital requirements of a particular function. Taxes and other internally dedicated resources, which are properly not included among program revenues, are reported instead as general revenues. Fund financial statements: The fund financial statements provide information about the Commission's governmental and proprietary funds; the Commission has no fiduciary funds. The emphasis of fund financial statements is on major governmental and proprietary funds, each displayed in a separate column. The Commission has categorized the Commercial Paper Capital Projects fund and Debt Service fund as major funds for public interest reasons. The Commission believes that these judgmentally determined major funds are particularly important to the financial statement users. All remaining governmental funds are aggregated and reported as nonmajor funds. The Commission reports the following major governmental funds: General Fund: The General Fund is the general operating fund of the Commission and accounts for financial resources not required to be accounted for in another fund. Measure A Western County Special Revenue Fund: This fund accounts for the revenues from sales taxes which are restricted to expenditures for 1989 Measure A and 2009 Measure A Western County programs. Measure A Coachella Valley Special Revenue Fund: This fund accounts for the revenues from sales taxes which are restricted to expenditures for 2009 Measure A Coachella Valley programs. Transportation Uniform Mitigation Fee Special Revenue Fund: This fund accounts for TUMF revenues, which are restricted to expenditures for Western County regional arterial and CETAP projects. Local Transportation Fund: This special revenue fund accounts for the one -quarter percent of the state sales tax collected within the County under TDA for planning and programming, bicycle and pedestrian facilities, and transit operations including the Commission's commuter rail operations. Commercial Paper Capital Projects Fund: This fund records proceeds from the issuance of commercial paper notes and the use of these proceeds for capital projects included in the 2009 Measure A. Bonds Capital Projects Fund: This fund records proceeds from the issuance of sales tax and toll revenue bonds and the use of these proceeds for capital projects included in the 2009 Measure A. Debt Service Fund: This fund accounts for the resources accumulated and payments made for principal and interest on the sales tax and toll revenue bonds. 29 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 1. Summary of Significant Accounting Policies, Continued The Commission reports the following major proprietary fund: RCTC 91 Express Lanes Enterprise fund: This fund accounts for toll and non -toll revenues earned on the RCTC 91 Express lanes that extend from the Riverside/Orange County line to Interstate (I) 15. These revenues are restricted to pay operations and maintenance costs, repair and rehabilitation costs, debt service, and other in accordance with the toll bond indenture. Measurement focus and basis of accounting: The government -wide financial statements and proprietary fund financial statements are reported using the economic resources measurement focus and the accrual basis of accounting. Revenues are recorded when earned, and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Toll revenues are recognized when customers utilize the toll road facility. Grants and similar items are recognized as revenue as soon as all eligibility requirements imposed by the provider have been met. Governmental fund financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Revenues are recognized as soon as they are both measurable and available. Revenues are considered to be available when they are collectible within the current period or soon enough thereafter to pay liabilities of the current period. For this purpose, the Commission considers revenues to be available if they are collected within 180 days of the end of the current fiscal period. Expenditures generally are recorded when a liability is incurred; however, principal and interest expenditures on long-term debt as well as compensated absences and claims and judgments are recorded only when payment is due. Issuance of long-term debt and acquisitions under capital leases are reported as other financing sources. Those revenues susceptible to accrual include sales taxes collected and held by the State at year-end on behalf of the Commission, TUMF, intergovernmental revenues when all applicable eligibility requirements have been met, interest revenue, and vehicle registration user fees, charges for services, and fines and fees. Proprietary funds distinguish operating revenues and expenses from nonoperating items. Operating revenues and expenses generally result from providing services in connection with a proprietary funds principal and ongoing operations. The principal operating revenues of the Commission's proprietary fund are charges for services. Operating expenses for the proprietary fund include the cost of services, administrative expenses, and depreciation and amortization on capital and intangible assets. All revenues and expenses not meeting this definition are reported as nonoperating revenues and expenses. Cash and investments: The Commission maintains cash and investments in accordance with an investment policy adopted initially by the Board in September 1995, and most recently amended in April 2016. The investment policy complies with, or is more restrictive than, applicable state statutes. This investment policy requires the Commission's investment program to meet three criteria in the order of their importance: safety, liquidity, and return on investments. Investments of bond and commercial paper proceeds as permitted by the applicable debt documents are maintained by U.S. Bank, as trustee or custodial bank, and the earnings for each bond and commercial paper issue are accounted for separately. Cash from other Commission revenue sources is commingled for investment purposes, with investment earnings allocated to the different funds based on average monthly dollar balances in the funds. The Commission's investment policy is summarized in the table below; investments held by bond trustees are governed by the provisions of the Commission's bond indentures. Other investments permitted by the California Government Code (Code) are permitted but only with prior Board authorization; securities that could result in zero interest accrual if held to maturity are ineligible. 30 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 1. Summary of Significant Accounting Policies, Continued Authorized Investment Type Maximum Maximum Effective Percentage Maturity of Portfolio Maximum Investment in One Issuer Minimum Ratings United States (U.S.) Treasury obligations Federal agency securities State/Municipal obligations Mortgage and asset -backed securities Repurchase agreements U.S. corporate debt Commercial paper Banker's acceptances Money market mutual funds Riverside County Pooled Investment Fund (RCPIF) Local Agency Investment Fund (LAIF) Negotiable certificates of deposit Federally insured certificates of deposit Collateralized certificates of deposit Time deposits 5 years 5 years 5 years 5 years 30 days 5 years 270 days 180 days Not applicable Not applicable Not applicable 180 days 1 year 1 year 5 years None None 25% 10% None 25% 25% 40% 20% None None 15% 20% 15% None None None 10% 10% 10% 10% 10% 30% 10% Set by RCPIF Set by LAIF 10% 10% 10% 10% Not applicable Not applicable Aa3/AA- A3/A-/A- A Aa3/AA- A Not applicable Not applicable Not applicable Not applicable P-1/A-1/F-1 Not applicable Not applicable Not applicable LAIF is regulated by Code Section 16429 and is under the management of the State Treasurer with oversight provided by the Local Agency Investment Advisory Board. Oversight of the RCPIF is conducted by the County Treasury Oversight Committee. All investments, except for those related to bond reserve funds, are subject to a maximum maturity of five years unless specific direction to exceed the limit is given by the Board. LTF moneys are legally required to be deposited in the RCPIF. The RCPIF and the LAIF are carried at fair value, or the value of each participating dollar as provided by the RCPIF and LAIF, respectively. The fair value of the Commission's position in the RCPIF and LAIF is the same as the value of the pool shares. The pooled funds are not subject to Level 1, 2., or 3 of the fair value hierarchy prescribed by Governmental Accounting Standards Board (GASB) Statement No. 72, Fair Value Measurement and Application. Investments in U.S. government, federal agency, mortgage and asset -backed, municipal, corporate, and commercial paper securities are carried at fair value based on quoted market prices. Money market mutual funds are carried at fair value based on each fund's share price. Bank balances are secured by the pledging of a pool of eligible securities to collateralize the Commission's deposits with the bank in accordance with the Code. Cash and cash equivalents: For the purposes of the statement of cash flows, the Commission considers all short-term investments with an initial maturity of three months or less to be cash equivalents. All deposits, commercial paper, money market funds, certificates of deposit, and the share of RCIPF represent cash and cash equivalents for cash flow purposes. Accounts receivable: Accounts receivable consist primarily of Measure A and LTF sales tax revenues from the State Board of Equalization on all taxable sales within the County of Riverside, California through June 30, 2017 and an estimate for outstanding unpaid violations of the RCTC 91 Express Lanes that the Commission anticipates to collect. Violations remain recorded for a period of four years in accordance with the statute of limitations, at which time, they will be deemed uncollectible. Interfund transactions: During the course of operations, numerous transactions occur between individual funds involving goods provided or services rendered. There are also transfers of revenues from funds authorized to receive the revenue to funds authorized to expend it. Outstanding interfund balances are reported as due from/to other funds; internal financing balances are reported as advances to/from other funds. Any residual balances outstanding between the governmental activities and business - type activities are reported in the government wide financial statements as "internal balances". 31 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 1. Summary of Significant Accounting Policies, Continued Prepaid items and other assets: Certain payments to vendors and condemnation payments with the State, which are related primarily to the 91 Project, reflect costs applicable to future accounting periods and are recorded as prepaid items using the consumption method in both the government -wide and fund financial statements. Restricted investments held by trustee: Restricted investments held by trustee represent unexpended bond proceeds, interest earnings thereon, and capitalized interest and reserve amounts for bonds. Under the related bond resolutions and indentures, any remaining bond proceeds are restricted for the use of future construction improvements to the respective projects, for debt service, or for reserve requirements in accordance with applicable debt covenants. Capital assets: Capital assets consisting of land and land improvements; construction in progress; construction and rail easements; buildings; rail stations; rail tracks; office improvements; and office furniture and equipment, vehicles, toll infrastructure, and transponders are reported in applicable governmental or business -type activities in the government -wide financial statements. Capital assets are defined by the Commission as assets with an initial, individual cost of more than $5,000 and an estimated useful life in excess of three years and are primarily included within the function of current expenditures in the fund financial statements. Such assets are recorded at historical costs or estimated historical costs if purchased or constructed. Donated capital assets excluding those received in a service concession arrangement are recorded at acquisition value at the date of donation. Donated capital assets and capital assets received in a service concession arrangement are reported at acquisition value. Highway construction and certain purchases of right of way property, for which title vests with the California Department of Transportation (Caltrans), are included in highway program expenditures. Infrastructure consisting primarily of highway construction and right of way acquisition is generally not recorded as a capital asset, because the Commission does not have title to such assets or rights of way. However, costs related to the development of tolled express lanes are recorded as land and land improvements and construction in progress. The costs of normal maintenance and repairs that do not add to the value of the asset or materially extend the life of the asset are not capitalized. Rail stations, rail tracks, temporary construction easements, buildings, office improvements, furniture and equipment, vehicles, toll infrastructure, and transponders are depreciated using the straight-line method over the following estimated useful lives: Asset T pe ttf�ft' =- Rail stations 10 to 30 years Rail tracks 30 years Temporary construction easements 1 to 3 years Buildings 10 to 20 years Office improvements 7 to 10 years Furniture and equipment 3 to 5 years Vehicles 5 years Toll infrastructure 5 to 10 years Transponders 5 years Project costs that have been incurred for the tolled express lanes projects, consisting of the 91 Project and the 1-15 Express Lanes project, and are expected to remain the Commission's assets, are capitalized upon completion as intangible assets that will be amortized over the life of the service concession arrangement with Caltrans. These capitalizable costs have been accumulated in the capital assets as land and land improvements and construction in progress. The costs of the tolled express lanes projects that are not capitalized are expensed as incurred based on management's estimation which is generally based upon the allocation of Measure A and other funding sources, including toll -supported debt. As of June 30, 2017, the estimated project costs incurred but not capitalized related to the 91 Project is 100% of right of way, or $113,543,365. All costs related to the 1-15 Express Lanes project are considered capitalizable. 32 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 1. Summary of Significant Accounting Policies, Continued Intangible assets: In May 2012 the Commission entered into a toll facility agreement with Caltrans and obtained authority to toll the State Route (SR) 91 from the Orange/Riverside County line to 1-15. The Commission's 91 Project included the RCTC 91 Express Lanes, which opened on March 20, 2017. The toll facility is amortized over the remaining life of the toll facility agreement through March 2067. Compensated absences: Vacation hours accumulated and not taken at year-end is reported as a long-term liability in the government -wide and proprietary fund financial statements. Sick leave is recorded as an expenditure or expense when taken by the employee. Employees with continuous five years of service have the option of being paid for sick leave accumulated in excess of 240 hours at a rate of 50% (i.e., one hour's pay for every two hours in excess of 240). Any sick leave in excess of 240 hours is accrued at fiscal year-end, and a liability is reported in the government -wide and proprietary fund financial statements. Sick leave that is due and payable at year-end is reported as an expenditure and a fund liability of the General fund. Pensions: For purposes of measuring the net pension liability and deferred outflows/inflows of resources related to pensions and pension expense, information about the fiduciary net position of the Commission's California Public Employees' Retirement System (CaIPERS) plans (Plans) and additions to/deduction from Plans' fiduciary net position have been determined on the same basis as they are reported by CaIPERS. For this purpose, benefit payments (including refunds of employee contributions) are recognized when due and payable in accordance with benefit terms. Investments are reported at fair value. Postemployment Benefits Other Than Pensions: The Commission early implemented GASB Statement No. 75, Accounting and Financial Reporting for Postemployment Benefits Other Than Pensions, and GASB Statement No. 85, Omnibus 2017, as of June 30, 2016. Management determined that the net impact on beginning net position was not significant and included the impact in current year expenses. For purposes of measuring the net other post -employment benefits (OPEB) liability, deferred outflows/inflows of resources related to the OPEB liability and OPEB expense, information about the fiduciary net position of the Commission's OPEB plan, and additions to/deductions from the OPEB fiduciary net position have been determined on the same basis as they are reported by California Employers' Retiree Benefit Trust (CERBT) administered by CaIPERS. For this purpose, benefit payments are recognized when due and payable in accordance with benefit terms. Investments are reported at fair value, except for money markets and participating interest -earning investment contracts that have a maturity at the time of purchase of one year or less, which is reported at cost. Risk management: The Commission is exposed to various risks of loss related to workers' compensation; torts; theft of, damage to, or destruction of assets; and errors or omissions. The Commission protects itself against such losses by a balanced program of risk retention, risk transfers, and the purchase of commercial insurance. Loss exposures retained by the Commission are treated as normal expenditures and include any loss contingency not covered by the Commission's purchased insurance policies. Construction projects and rail properties are protected through a combination of commercial insurance, insurance required of Commission consultants, and a self-insurance fund established by the Southern California Regional Rail Authority (SCRRA). Settled claims have not exceeded insurance coverage in any of the past three fiscal years. The RCTC 91 Express Lanes Enterprise fund has purchased commercial property insurance, including business interruption, earthquake and flood coverage related to the RCTC 91 Express Lanes. 33 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 1. Summary of Significant Accounting Policies, Continued Deferred outflows of resources: In addition to assets, the statement of financial position reports a separate section for deferred outflows of resources. This separate financial statement element represents a consumption of net position that applies to a future period and will not be recognized as an outflow of resources, or expenditure, until then. The Commission has eight items — accumulated decrease in fair value of derivatives, pension contributions subsequent to measurement date, differences between expected and actual pension experience, differences between Commission's pension contributions and the proportionate share of pension contributions, pension changes in Commission's proportion, net differences between projected and actual earnings on pension plan investments, net differences between projected and actual earnings on OPEB plan investments, and OPEB contributions subsequent to measurement date — which qualify for reporting in this category in the applicable column for governmental and business -type activities on the statement of net position. Because the terms of the derivatives qualify as a hedge, the change in the fair value of derivatives is deferred until termination or maturity of the derivatives. The Commission's pension and OPEB contributions made subsequent to the measurement date and the fiscal year end are deferred until the subsequent measurement date. The net difference between projected and actual earnings on pension plan investments is deferred and amortized over the expected average remaining service life. Deferred inflows of resources: In addition to liabilities, the statement of financial position reports a separate section for deferred inflows of resources. This separate financial statement element represents an acquisition of net position that applies to a future period and will not be recognized as an inflow of resources, or revenue, until then. The Commission has three items — changes in pension assumptions, pension changes in Commission's proportion, and differences between actual and expected pension experience — which qualify for reporting in this category in the applicable governmental and business -type activities on the statement of net position. Fund equity: In the fund financial statements, the governmental funds report fund balances in various categories based on the nature of any limitations requiring the use of the resources for specific purposes: Nonspendable fund balances cannot be spent, because they are in nonspendable form such as prepaid expenditures or are required to be maintained intact. Restricted fund balances are restricted for specific purposes by third parties or enabling legislation. Committed fund balances include amounts that can be used only for specific purposes determined by adoption of a resolution of the Board. These committed amounts cannot be used for any other purpose unless the Commission removes or changes the specified use through the same type of formal action taken to establish the commitment. Assigned fund balances comprise amounts intended to be used by the Commission for specific purposes but are not restricted or committed. The Board delegates the authority to assign amounts to be used for specific purposes to the Chief Financial Officer. Assignments generally only exist temporarily; an additional action does not have to be taken for the removal of an assignment. Unassigned fund balance is residual positive net resources of the General Fund in excess of what can properly be classified in one of the other four categories. In all other governmental funds, it is the negative residual fund balance of any other governmental fund that cannot be eliminated by offsetting assigned fund balance amounts. When both restricted and unrestricted resources are available for an incurred expenditure, it is the Commission's policy to spend restricted resources first and then unrestricted resources, as necessary. When unrestricted resources are available for an incurred expenditure, it is the Commission's policy to use committed amounts first, followed by assigned amounts, and then unassigned amounts. In June 2012, the Commission adopted a resolution to establish a policy on reporting and classifying fund balance in the General fund. 34 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 1. Summary of Significant Accounting Policies, Continued Net position: In the government -wide and proprietary fund financial statements, net position represents the difference between assets and deferred outflows of resources and liabilities and deferred inflows and is classified into three categories: Net investment in capital assets consists of capital assets, net of accumulated depreciation, reduced by the outstanding balances of any borrowings used for the acquisition, construction, or improvement of those assets and excludes unspent debt proceeds. Restricted —net position represents restricted assets less liabilities and deferred inflows of resources related to those assets. Restricted assets are recorded when there are limitations imposed by creditors (such as through debt covenants), contributions, or laws and regulations of other governments or constraints imposed by law through constitutional provisions or through enabling legislation. Unrestricted —(deficit) represents the amount of unrestricted resources that will need to be provided for in future periods. When both restricted and unrestricted resources are available for use, it is the Commission's policy to use restricted —net position resources first and then unrestricted —net position resources, as they are needed. Administration expenditures: The Commission's staff and resources are used in the performance of its responsibilities relating to the activities of the Commission and its component unit. Accordingly, the Commission allocates salaries and benefits to each applicable fund on the basis of actual hours spent by activity, and other indirect overhead is allocated based on a systematic basis. Administrative salaries and benefits of $1,743,551 allocated to Measure A in 2017 were less than 1% of revenues and in compliance with the law. Use of estimates: The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures during the reporting period. As such, actual results could differ from those estimates. Reclassifications: Certain reclassifications have been made to 2016 amounts to conform to the 2017 presentation. Such reclassifications had no effect on the previous reported change in net position. Note 2. Cash and Investments Cash and investments at June 30, 2017 consist of the following: Unrestricted Cash Investments Restricted Total Investments Total Cash in bank Petty cash RCPIF Operations pooled investments LAIF Investments with fiscal agents Total cash and investments $ 25, 226, 541 $ 1,018 491,902,671 50,823,053 3,669,075 25,226,541 1,018 491,902,671 50,823,053 3,669,075 - $ 25,226,541 1,018 491,902,671 - 50,823,053 - 3,669,075 127, 918, 278 127, 918, 278 $25,227,559 $ 546,394,799 $ 571,622,358 $ 127,918,278 $ 699,540,636 35 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 2, Cash and Investments, Continued Total cash and investments are reported in the following funds: L - Unrestricted cash and investments Governmental funds $ 566,895,374 Enterprise fund 4,726,984 1 Subtotal 571,622,358 Restricted cash and investments Governmental funds Enterprise fund Subtotal Total cash and investments 100,355,879 27,562,399 127,918,278 $ 699,540,636 Restricted investments at June 30, 2017 represent investments held by bond trustees for project costs and debt service. Fair Value Hierarchy: The Commission categorizes its fair value measurements within the fair value hierarchy established by generally accepted accounting principles. The hierarchy is based on the valuation inputs used to measure fair value of the assets. Level 1 inputs are quoted prices in an active market for identical assets; Level 2 inputs are significant other observable inputs; and Level 3 inputs are significant unobservable inputs (the Commission does not value any of its investments using Level 3 inputs). The following is a summary of the fair value hierarchy of the fair value of investments of the Commission as of June 30, 2017: Investments by fair value level: June 30, 2017 Fair Value Measurements Using Quoted Prices in Active Markets Significant Other for Identical Observable Assets (Level 1 inputs (Level 2) Investments subject to fair value hierarchy: U.S. Treasury obligations U.S. agency securities Commercial paper Corporate notes Money market mutual funds Mortgage and asset -backed securities Municipal bonds Total investments measured at fair value Investments not subject to fair value hierarchy: LAIF RCPIF Total investments Derivative instruments: Interest rate swaps 62,538,748 15,839,674 18,370,931 22,692,281 35,585,203 18,842,975 4,871,519 $ 41,622,819 $ 20,915,929 15,839,674 18,370,931 - 22,692,281 - 35,585,203 18,842,975 - 4,871,519 178,741,331 3,669,075 491,902,671 674,313,077 $ 41,622,819 $ 137,118,512 $ (10,422,822)_ $ - $ (10,422,822) Investments classified in Level 1 of the value hierarchy, valued at $41,622,819 are valued using quoted prices in active markets. 36 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 2. Cash and Investments, Continued U.S. Treasury obligations totaling $20,915,929, U.S. agency securities totaling $15,839,674, commercial paper totaling $18,370,931, corporate notes totaling $22,692,281, money market funds totaling $35,585,203, mortgage and asset -backed securities totaling $18,842,975, and municipal bonds totaling $4,871,519 in 2017, classified in Level 2 of the fair value hierarchy, are valued using matrix pricing techniques maintained by various pricing vendors. Matrix pricing is used to value securities based on the securities' relationship to benchmark quoted prices. Fair value is defined as the quoted market value on the last trading day of the period. These prices are obtained from various pricing sources by the custodian bank. Interest rate swaps, totaling ($10,422,822) in 2017 are classified in Level 2 of the fair value hierarchy. Fair value is described as the exit price that assumes a transaction takes place in the Commission's most advantageous market in the absence of a principal market. These inputs include the mid -market valuation and then incorporate the credit risk of either the Commission or its counterparty and the bid/offer spread that would be charged to the Commission in order to transact. The mid -market values of the interest rate swaps were estimated using the income approach. This method calculates the future net settlement payments required by the swap, assuming that the current forward rates implied by the yield curve correctly anticipate future spot interest rates. These payments are then discounted using the spot rates implied by the current yield curve for hypothetical zero -coupon bonds due on the date of each future net settlement date. As of June 30, 2017, the Commission had the following investments: investments Fair Value Principal Interest Rate Range Weighted Average Maturity Maturity Range (Year) Unrestricted: RCPIF LAIF Operations pooled investments: Corporate notes Money market mutual funds Mortgage and asset -backed securities Municipal bonds U.S. agency securities U.S. Treasury obligations Total unrestricted investments $ 491,902,671 $ 492,899,215 0.82% —1.53% 3,669,075 3,672,966 0.60% — 0.92% 12,284,223 12,298,563 1.100% — 5.650% 552,153 552,153 0.000% — 0.001 % 4,945,066 4,954,122 3,274,737 3,278,712 8,850,945 8,882,822 20,915,929 20,976,821 $ 546,394,799 $ 547,515,374 1.16%—1.920% 0.898% — 3.600% 0.875% —1.50% 0.750%—1.625% 7/1 /17 — 6/29/22 194 days 9/15/17 — 2/11 /22 N/A 9/25/18 — 4/7/22 7/1/17 — 9/1/19 10/1/18 — 2/28/20 9/15/18 — 6/15/20 Unrestricted investment portfolio weighted average 1.13 194 days or 0.532 1.720 35 days or 0.10 3.493 1.543 1.735 2.056 1.539 37 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 2. Cash and Investments, Continued Investments Fair Value Principal Interest Rate Range Weighted Average Maturity Maturity Range (Year) Restricted: Commercial paper Corporate notes Money market mutual funds Mortgage and asset -backed securities Municipal bonds U.S. agency securities U.S. Treasury obligations Total restricted investments $ 18,370,931 $ 18,363,087 10, 408, 058 10, 392, 303 7/3/17 -- 7/31 /17 7/14/17 — 6/12/20 35,033,050 35,033,050 0.000% — 0.001 % N/A 13,897,909 1,596,782 6,988,729 41,622,819 13,914,098 1,594,429 6,966,937 41,703,511 0.000%—1.156% 1.251%-1.921% -11.289% — 3.385% 1.053%—1.650% 0.438%—1.890% 0.070% — 2.212% 8/ 1 /17 — 9/16/55 10/1/17 — 7/1/18 7/1/17 — 5/1/20 7/15/17—1/15/27 0.026 0.848 35 days or 0.848 11.535 0.341 1.091 1.468 $ 127,918,278 $ 127,967,415 Restricted investment portfolio weighted average 2.068 The weighted average maturity is calculated using the investment's effective duration weighted by the investment's fair value. As of June 30, 2017, mortgage and asset -backed securities totaled $18,842,975. The underlying assets are consumer receivables that include credit cards, auto/equipment, and home loans. The securities have a fixed interest rate and are rated AAA/Aaa by at least two of the three nationally recognized statistical rating organizations, except for $10,024,158 which is rated AA+ by S&P. Interest rate risk: While the Commission does not have a formal policy related to the interest rate risk of investments, the Commission's investment policy follows the Code as it relates to limits on investment maturities as a means of managing exposure to fair value losses arising from increasing interest rates. In accordance with the Commission's investment policy, restricted investments are invested in accordance with the maturity provisions of the specific bond indenture, which may extend beyond five years. Custodial credit risk: Custodial credit risk for deposits is the risk that, in the event of the failure of a depository financial institution, a government will not be able to recover its deposits or will not be able to recover collateral securities that are in the possession of an outside party. The custodial credit risk for investments is the risk that, in the event of the failure of the counterparty (e.g., broker -dealer) to a transaction, a government will not be able to recover the value of its investment or collateral securities that are in the possession of another party. The Commission's investment policy requires that a third party bank trust department hold all securities owned by the Commission. All trades are settled on a delivery versus payment basis through the Commission's safekeeping agent. The Commission has deposits with a bank balance of $26,359,205 with a financial institution; bank balances over $5,000,000 are swept daily into a money market account. Of the bank balance, up to $250,000 is federally insured under the Federal Depository Insurance Corporation with balances in excess of $250,000 collateralized in accordance with the Code; however, the collateralized securities are not held in the name of the Commission. Credit risk: The Commission's investment policy as well as the specific bond indentures set minimum acceptable credit ratings for investments from any of the three nationally recognized statistical rating organizations. The following is a summary of the credit quality distribution and concentration of credit risk by investment type as a percentage of each category's fair value at June 30, 2017; securities denoted as NR are not rated by one of the nationally recognized statistical rating organizations. 38 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 2. Cash and Investments, Continued Investments Moody s S&P % of Portfolio RCPIF LAIF Commercial paper Various Various Various Various Various Corporate Notes Notes Notes Notes Notes Notes Notes Notes Notes Notes Notes Notes Notes Notes Notes Notes Notes Notes Notes Money market mutual funds Aaa-bf NR P-1 P-2 P-1 P-1 P-2 Al A2 A3 Aa2 Al A2 A3 Al Al AA2 Al A2 Aa2 Aa3 Aa1 AAA Aaa A3 Aaa VI NR A-1 A-1 A-1 + A-2 A-2 A A A A A- A- A - A+ AA AA AA- AA- AA- AA - AA+ AA+ AAA BBB+ NR 72.95% 0.54% 0.98% 0.18% 0.50% 0.53% 0.54% 0.19% 0.07% 0.14% 0.02% 0.13% 0.17% 0.23% 0.17% 0.15% 0.06% 0.47% 0.08% 0.43% 0.37% 0.21 % 0.09% 0.24% 0.04% 0.10% Funds NR NR 5.28% Mortgage and asset -backed securities Securities Aaa AA+ 1.48% Securities Aaa AAA 0.30% Securities NR AAA 0.49% Securities Aaa NR 0.39% Securities NR NR 0.14% Municipal bonds Los Angeles County AA2 AA 0.01 % Los Angeles County Department of Airports AA3 AA, 0.01 % Los Angeles County Redevelopment AA3 AA 0,04% California State Bid Croup AA3 AA- 0.02% Pasadena California Unified School District AA2 A+ 0.04% City of New York Aa2 AA 0.17% Mississippi State AA2 AA 0.02% University of California Aa AA 0.17% California State Fligh Speed Rail Passenger Train AA3 AA- 0.05% New York University AA2 AA- 0.05% State of New York AA1 AA+ 0.08% City of West Palm Beach Aa3 NR 0.03% North Carolina Eastern Municipal Power Agency NR A- 0.03% U.S. agency notes Notes 2.35% U.S. Treasuries Treasury 9.27% Total 100.00% 39 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 2. Cash and Investments, Continued Concentration of credit risk: The Commission's investment policy places a limit of 10% on the amount of investment holdings with any one non-U.S. Government or non-federal agency issuer. As of June 30, 2017, the Commission did not have investments in any one issuer that represent more than 5% of the Commission's total investments. Note 3. Advances The Commission has approved interest -bearing advances to other governments, which may be funded by debt proceeds, to the cities of Blythe, Canyon Lake, and Indio and the Coachella Valley Association of Governments (CVAG) in the amounts of $1,500,000, $600,000, $4,000,000, and $43,300,000, respectively. The cities have pledged their share of 2009 Measure A local streets and roads revenues, and CVAG has pledged its share of 2009 Measure A highway and regional road revenue allocations in accordance with repayment terms specified in each agreement for actual advances. Repayment amounts are withheld from revenue allocations on a monthly basis. The final maturities of the cities of Blythe and Indio advances are due on or before September 1, 2019; the final maturity of the city of Canyon Lake advance is due on or before December 1, 2019; and the final maturities of the CVAG advances are due on or before September 1, 2029. Interest rates range from .910% to 7.307%, excluding the portion of cash subsidy payments (as discussed in Note 7) that may be received by CVAG to reduce its repayment obligations. The available advances to CVAG are $0 as of June 30, 2017. The outstanding interest -bearing advances, including capitalized interest of $1,136,341, as of June 30, 2017 were as follows: City of Blythe $ 481,632 City of Canyon Lake 199,035 City of Indio 1,373,022 Coachella Valley Associated Governments 25,906,792 Total interest -bearing advances receivable $ 27,960,481 In January 2017, the Commission approved a short-term non -interest bearing advance of LTF funds to SunLine Transit Agency in the amount of $3,000,000, which is classified as a due from other governments. The advance was repaid in August 2017. 40 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 4. Capital Assets Capital assets activit for the ear ended June 30, 2017 was as follows: Governmental activities Balance June 30, 2016 Balance Additions Deletions Reclassification _ Transfers June 30, 2017 Capital assets not being depreciated: Land and land improvements Construction in progress Development in progress Rail operating easements Construction easements Total capital assets not being depreciated $ 215,358,210 327,694,387 35,434 63,839,142 1,174,727 608,101,900 Capital assets being depreciated: Rail stations 189,904,470 Rail tracks 139,346,887 Construction easements 980,670 Buildings - Office improvements 94,332 Office furniture, equipment and 1,759,122 vehicles $ 6,777,244 13,830,049 $ (14,688,155) (20,802,062) (35,434) 1 - 7,056 (7,056) 20,607,294 (35,525,651) (686,813) (307,318,723) 285,178,007 $ (686,813) $ (44,658,207) $ 162,102,279 - (262,660,516) 58,061,858 - 63,846,199 - 1,167,671 932,578 5,812,965 3,315,135 68,604 (25,791) 199,508 686,813 (199,508) - 191,036,556 - 145,159,852 980,670 (686,813) 3,315,135 - 94,332 - 1,602,427 Total capital assets being depreciated 332,085,481 10,129,282 (25,791) Less accumulated depreciation for: Rail stations (46,638,620) Rail tracks (387,075) Construction easements (636,969) Buildings - Office improvements (78,766) Office furniture, equipment and (1,234,323) 25,791 vehicles Total accumulated depreciation (48,975,753) (11,766,356) (6,402,143) (4,644,896) (280,336) (229,631) (7,183) (202,167) Total capital assets being depreciated, net 283,109,728 (1,637,074) 686,813 (65,905) 65,905 (686,813) 342,188,972 202,004 (53,106,668) (5,031,971) (917,305) (27,627) (85,949) (1,344,794) 25,791 202,004 (60,514,314) Governmental activities capital assets, net $ 891,211,628 $18,970,220 $ (35,525,651) $ 686,813 (484,809) 281,674,658 - $ (307,803,532) $ 566,852,665 Business-t pe activities Balance June 30, 2016 Balance Additions Transfers June 30, 2017 Capital assets not being depreciated: Land and land improvements Capital assets being depreciated: Toll infrastructure Transponders Buildings Office furniture, equipment and vehicles Total capital assets being depreciated Less accumulated depreciation for: Toll infrastructure Transponders Buildings Office furniture, equipment and vehicles Total accumulated depreciation Total capital assets being depreciated, net - $ 44,658,207 $ 44,658,207 122,506 -- 18,428 27,408,768 27,408,768 - 122,506 686,813 686,813 18,428 140,934 28, 095, 581 28, 236, 515 (1,337,706) (12,763) (512) - (1,350,981) (1,210,047) - (1,337,706) (12,763) (202,004) (202,004) - 512 (202,004) (1,552,985) 27,893,577 26,683,530 Business -type activities capital assets, net $ - $ (1,210,047) $ 72,551,784 $ 71,341,737 41 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 4. Capital Assets, Continued Depreciation expense was charged to functions/programs of the Commission's governmental and business -type activities during the year ended June 30, 2017 as follows: Governmental: activities: General government $ 199,653 Commuter rail 11,053,090 Highway 511,399 Planning and programming 2,214 Total depreciation expense — governmental activities $ 1'1,766,356 Business- eactivities: RCTC 91 Express Lanes Total depreciation expense — business -type activities Note 5. Intangible Assets and Service Concession Arrangements 11.111 $ 1,350,981 $ 1,350,981 On May 14, 2012, the Commission entered into a toll facilities agreement with Caltrans providing the Commission with authorization to toll the SR-91 from Orange/Riverside County line to 1-15 for 50 years commencing as of the first day on which the RCTC 91 Express Lanes open for public use and toll operations. The agreement also set forth the Commission's leasehold rights to Caltrans' right of way and Caltrans' oversight role in the operations and maintenance of the RCTC 91 Express Lanes. Intangible asset activity for the year ended June 30, 2017 was as follows: Balance Balance June 30 2016 Additions Transfers June 30, 2017 Toll facility franchise $ Less accumulated amortization Total toll facility franchise, net $ — $ — $ 235,251,748 $ 235,251,748 — (1,176,259) — (1,176,259) — $ (1,176,259) $ 235,251,748 $ 234,075,489 42 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 6. Interfund Transactions Due from/to other funds: The composition of balances related to due from other funds and due to other funds at June 30, 2017 is as follows: General fund General fund General fund General fund General fund General fund General fund General fund Measure A Western County Special Revenue fund Measure A Coachella Valley Special Revenue fund Transportation Uniform Mitigation Fee Special Revenue fund Commercial Paper Capital Projects fund Commercial Paper Capital Projects fund Bonds Capital Projects fund Bonds Capital Projects fund Nonmajor Governmental funds Total due from/to other funds 7-, ;fq able , un4 Nonmajor Governmental funds Nonmajor Governmental funds Transportation Uniform Mitigation Fee Special Revenue fund Transportation Uniform Mitigation Fee Special Revenue fund Measure A Western County Special Revenue fund Measure A Coachella Valley Special Revenue fund RCTC 91 Express Lanes Enterprise fund Nonmajor Governmental funds Transportation Uniform Mitigation Fee Special Revenue fund Debt Service fund Measure A Western County Special Revenue fund Nonmajor Governmental funds Measure A Coachella Valley Special Revenue fund Measure A Coachella Valley Special Revenue fund RCTC 91 Express Lanes Enterprise fund Nonmajor Governmental funds 411i-�it(�j: $ 45,209 353,651 207,993 40,211 587,349 178 23,662 16,184 948,096 167,159 450,864 39,368 546,376 67,893 1,127,554 1,200,000 • Fringe benefits allocation Administrative cost allocation Administrative cost allocation $ 5,821,747 Fringe benefits allocation Fringe benefits allocation Fringe benefits allocation Fringe benefits allocation Cash deficit Regional arterial project costs allocations Advance loan payment adjustment Regional arterial project costs allocations Advance loan payment adjustment Advance loan payment adjustment Advance loan payment adjustment Excess investment earnings Call box program augmentation of freeway service patrol operations 43 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 6. Interfund Transactions, Continued Interfund transfers: Durint 2017, interfund transfers were as follows: Transfers Out Measure A Western County Special Revenue fund Measure A Western County Special Revenue fund Measure A Western County Special Revenue fund Measure A Western County Special Revenue fund Transportation Uniform Mitigation Fee Special Revenue fund Transportation Uniform Mitigation Fee Special Revenue fund Local Transportation Fund Transfers In Amount General fund Transportation Uniform Mitigation Fee Special Revenue fund Debt Service fund Bonds Capital Projects fund Measure A Western County Special Revenue fund General fund General fund Commercial Paper Capital Debt Service fund Projects fund Commercial Paper Capital Projects fund Bonds Capital Projects fund Bonds Capital Projects fund Bonds Capital Projects fund Bonds Capital Projects fund Debt Service fund Debt Service fund Debt Service fund Debt Service fund Debt Service fund Nonmajor Governmental funds Nonmajor Governmental funds Nonmajor Governmental funds Measure A Western County Special Revenue fund Measure A Western County Special Revenue fund Commercial Paper Capital Projects fund Debt Service fund RCTC 91 Express Lanes Enterprise fund RCTC 91 Express Lanes Enterprise fund Bonds Capital Projects fund Measure A Western County Special Revenue fund Measure A Coachella Valley Special Revenue fund Bonds Capital Projects fund General fund Nonmajor Governmental funds Nonmajor Governmental funds Explanation $ 11,355,800 Commuter rail costs allocations 450,864 Highway project costs allocations 17,305,415 Debt service funding related to highway projects for Western County and to advance agreements for Western County jurisdictions 29,501,918 91 Project equity contribution 948,096 Highway project costs allocations 207,993 Administrative cost allocation 21,627,282 3,525,253 12,989,464 Administration, planning and programming, commuter rail operating and station maintenance, and grade separation costs allocations Debt service related to advance agreements for Coachella Valley and Palo Verde Valley jurisdictions Highway project costs allocations 57,680,738 Highway project costs allocations 20,000,000 Transfer of bond proceeds for retirement of outstanding commercial paper notes 410,943 Debt service related to advance agreements for Coachella Valley and Palo Verde Valley jurisdictions 3,137,666 Transfer of reserves for toll operations and maintenance 22,906,746 Transfer of debt service reserves 2,525,642 Excess interest earnings 2,776,347 Cash subsidies available after debt service payment 167,159 Share of cash subsidy related to CVAG advance agreement 13,199 Transfer of bond proceeds for interest payment 353,651 Administrative cost allocation 159,395 Coachella Valley commuter rail costs allocations 714,700 Call box program augmentation of freeway service patrol operations Total transfers $ 208,758,271 44 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 6. Interfund Transactions, Continued In connection with the substantial completion of the 91 Project in March 2017 and the commencement of toll operations on the RCTC 91 Express Lanes, the Commission transferred $307,803,532 of capital and intangible costs from the governmental activities to the RCTC 91 Express Lanes, and the RCTC 91 Express Lanes assumed the transfer of $624,395,260 in toll - supported long-term debt related to the 91 Project. Note 7. Long-term Obligations The following is a summary of the changes in long-term obligations for the year ended June 30, 2017: Balance Additions / Governmental activities June 30, 2016 Accretion Reductions Balance Due Within Transfers June 30, 2017 One Year Sales tax revenue bonds: 2009 Bonds 2010 Bonds 2013 Bonds 2016 Refunding Bonds $ 139,100,000 $ 150,000,000 462,200,000 - $(68,300,000) $ 76,140,000 (2,900,000) - $ 70,800,000 $ 4,600,000 - 150,000,000 - 462,200,000 22,960,000 - 73,240,000 4,705,000 Toll revenue bonds: 2013 Bonds 187,827,922 3,045,545 - (190,873,467) Commercial Paper Total bonds payable Sales tax revenue bonds discount Sales tax revenue bonds premium Toll revenue bonds discount Total bonds payable, net TIFIA loan MSHCP funding liability Capital lease Compensated absences liability 20,000,000 30,000,000 (20,000,000) - 30,000,000 30,000,000 959,127,922 109,185,545 (91,200,000) (190,873,467.) 786,240,000 62,265,000 (570,883) 31,802,989 - 63,721 8,414,007 (3,033,710) (507,162) - 37,183,286 (2,220,592) - 52,452 2,168,140 (60,804) 2,496,566 988,139,436 117,599,552 (94,117,537) (188,705,327) 822,916,124 64,700,762 282,763,437 152,926,496 - (435,689,933) 12,000,000 46,181 813,680 - (3,000,000) (17,242) 214,156 (146,935) 9,000,000 28,939 880,901 3,000,000 20,972 321,891 Total long-term obligations $1,283,762,734 $270,740,204 $(97,281,714) $(624,395,260) $ 832,825,964 $ 68,043,625 45 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 7. Long-term Obligations, Continued Balance Additions/ Business-t pe activities June 30, 2016. Accretion Reductions Balance Due Within Transfers ,tune 30, 2017. One Year Toll revenue bonds: 2013 Bonds Toll revenue bonds discount Total bonds payable, net TIFIA loan Compensated absences liability Total long-term obligations $ — $ 4,154,464 $ 18,184 $ 624,395,260 $ 628,567,908 $ 5,826 $ 1,197,303 $ — $ 190,873,467 $ 192,070,770 $ 20,621 (2,168,140) 1,197,303 20,621 188,705,327 2,938,486 18,675 (2,437) 435,689,933 (2,147,519) 189,923,251 438,628,419 — 16,238 5,826 The Commission has pledged a portion of future sales tax revenues through maturities of the bonds to repay $756,240,000 in sales tax revenue bonds payable issued in October 2009 (2009 Bonds), November 2010 (2010 Bonds), July 2013 (2013 Sales Tax Bonds), and September 2016 (2016 Refunding Bonds) and $30,000,000 of commercial paper notes outstanding at June 30, 2017 plus related interest. The bonds and commercial paper notes are payable solely from the 2009 Measure A sales tax revenues on a senior and subordinate lien basis, respectively. Annual principal and interest payments on the bonds and notes, after utilization of capitalized interest deposits for the 2013 Sales Tax Bonds through December 1, 2017, are expected to require less than 33% of 2009 Measure A revenues. For the current year, interest paid on the bonds and commercial paper notes was $44,589,982 and $73,357, respectively. Cash subsidies of $2,776,347 related to the bonds were received from the U.S. Treasury during the current year and were recorded as intergovernmental revenues. Additionally, the toll revenue bonds issued in July 2013 (2013 Toll Bonds) are secured by a senior lien on the trust estate, which consists primarily of toll revenues and account revenues less operating and maintenance expenses of the RCTC 91 Express Lanes, which opened in March 2017. The Commission also executed a Transportation Infrastructure Finance and Innovation Act (TIFIA) loan agreement for up to $421,054,409 in July 2013 secured on a subordinate basis to the 2013 Toll Bonds, except in the case of any bankruptcy related event, as defined in the toll indenture and TIFIA loan agreement, when the TIFIA loan automatically becomes a senior lien obligation. The TIFIA loan is evidenced by a toll revenue bond issued pursuant to the toll bond indentures; the amount outstanding under the TIFIA loan at June 30, 2017 is $438,628,419, including compounded interest of $17,574,010. Sales tax revenue bonds payable: Under the provisions of the 2009 Measure A, as amended by Measure K approved by the voters in November 2010, the Commission has the authority to issue bonds subject to a bond debt limitation of $975,000,000. The following is a summary of bonds issued and secured by 2009 Measure A revenues that are outstanding at June 30, 2017: 46 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 7. Long-term Obligations, Continued 2009 Sales Tax Revenue Bonds (Limited Tax Bonds), Series 13 and C: Outstanding In October 2009, the Commission issued sales tax revenue bonds consisting of the $85,000,000 Series A, $65,000,000 Series B, and $35,000,000 Series C, for a total issuance of $185,000,000. A portion of the 2009 Bonds was used to current refund all, or $126,395,000, of the 2008 Sales Tax Revenue Bonds (2008 Bonds) and retire $53,716,000 of the outstanding commercial paper notes with the remaining proceeds used to fund a portion of the debt service reserve and pay costs of issuance for the 2009 Bonds. In September 2016, the 2009 Bonds Series A were refunded. The 2009 Bonds Series B and C mature in annual installments ranging from $4,600,000 to $7,400,000 on various dates through June 1, 2029 with variable interest rates set in connection with remarketing efforts on a weekly basis. The 2009 Bonds Series B and C are integrated with the interest rate swap that became effective in October 2009, thereby creating synthetic fixed rate debt. The 2009 Bonds Series B and C are secured by Standby Bond Purchase Agreements (SBPAs) with The Bank of Tokyo - Mitsubishi UFJ, Ltd., acting through its New York Branch (Bank of Tokyo), which expire in March 2019. Under the SBPAs with Bank of Tokyo, if the 2009 Bonds Series B and C are not successfully remarketed or repaid according to their terms or if the existing SBPAs are not renewed and the Commission does not replace the SBPAs or otherwise refinance the 2009 Bonds Series B and C, Bank of Tokyo is required to purchase the 2009 Bonds Series B and C. Any of the 2009 Bonds Series B and C purchased by Bank of Tokyo constitute bank bonds that bear interest at the bank rate, which may not exceed the maximum rate of 18%. If the Commission does not reimburse Bank of Tokyo within 180 days following Bank of Tokyo's purchase of any 2009 Bonds Series B and C or the expiration of the SBPAs, the Commission would be required to redeem the bank bonds over a period of five years. The 2009 Bonds Series B and C are subject to purchase on the demand of the holder at a price equal to principal plus accrued interest on seven days' notice and delivery to the Commission's applicable remarketing agent. Barclays Capital Inc., is the remarketing agent for the 2009 Bonds Series B and C. The remarketing agent is required to use its best efforts to sell the repurchased bonds at a price equal to 100% of the principal amount by adjusting the interest rate. The Commission is required to pay to Bank of Tokyo an annual commitment fee for the SBPAs on the outstanding principal amount of the 2009 Bonds Series B and C plus 34 days of interest at an interest rate of 12%. The commitment fees paid to Bank of Tokyo were $447,618 in 2017. Additionally, the Commission is required to pay the remarketing agent an annual fee on the outstanding principal amount of the bonds. The required reserve amount of $14,213,201 was released in its entirety for project purposes in October 2011 upon the effective date of the amendment of the prior SBPAs. $70,800,000 In accordance with the bond maturity schedule and assuming the bonds are remarketed, annual debt service requirements to maturity for the 2009 Bonds Series B and C payable, based on the variable interest rates at June 30, 2017 and excluding related interest rate swap payments, throughout the term of the bonds are as follows: Year Ending June 30 Principal Interest Total 2018 2019 2020 2021 2022 2023-2027 2028-2029 4,600,000 4,800,000 5,000,000 5,200,000 5,500,000 31,200,000 14,500,000 $ 2,604,268 2,435,014 2,264,591 2,074,432 1,883,094 6,211, 039 805,701 7,204,268 7,235,014 7,264,591 7,274,432 7,383;094 37,411,039 15,305,701 $ 70,800,000 $ 18,278,139 $ 89,078,139 If the SBPAs with Bank of Tokyo are not renewed or replaced upon expiration in March 2019 and the Commission does not otherwise refinance the 2009 Bonds Series B and C and the remarketing agent is unable to resell the bonds that are tendered for redemption, the annual debt service requirements for the succeeding fiscal years will be accelerated over a five-year term based on an assumed interest rate of 9.0%. 47 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 7. Long-term Obligations, Continued 2010 Sales Tax Revenue Bonds (Limited Tax Bonds), Series A (Tax-exempt) and Series B (Taxable Build America Bonds): Outstanding In November 2010, the Commission issued sales tax revenue bonds consisting of the $37,630,000 Series A and $112,370,000 Series B, for a total issuance of $150,000,000. For the Series B Build America Bonds (BABs), $44,800,000 was designated as recovery zone economic development bonds (RZEDBs). A portion of the 2010 Bonds was used to retire $103,284,000 of the outstanding commercial paper notes with the remaining proceeds used to fund 2009 Measure A Western County and Coachella Valley capital projects and pay costs of issuance for the 2010 Bonds. The 2010 Bonds Series A mature in annual installments ranging from $12,105,000 to $12,815,000 on various dates from June 1, 2030 through June 1, 2032 at an interest rate of 5.00%, and the 2010 Bonds Series B mature in annual installments ranging from $530,000 to $17,980,000 on various dates from June 1, 2032 to June 1, 2039 at an interest rate of 6.807%. The Commission expects, but is not guaranteed, to receive a cash subsidy from the U.S. Treasury equal to 35% of the interest payable on the BABs or 45% of the interest payable on the Series B bonds additionally designated as RZEDBs. $ 150,000,000 During 2017 the cash subsidy related to the 2010 Bonds that was received from the U.S. Treasury was approximately $205,753 less than the amount anticipated. The subsidy reduction resulted from federal sequestration cuts of 6.6% for federal fiscal year ended September 30, 2017. The federal sequestration cuts may continue for an unknown duration. In accordance with the bond maturity schedule, and assuming no subsidy reduction, annual debt service requirements to maturity for the 2010 Bonds payable throughout the term of the bonds are as follows: Year Ending June 30 Principal 2018 2019 2020 2021 2022 2023-2027 2028-2032 2033-2037 2038-2039 38,160,000 76,530,000 35,310,000 $ 150,000,000 Interest 9,530,500 9,530,500 9,530,500 9,530,500 9,530,500 47,652,600 45,806,600 28,096,900 3,627,600 $ 172,836,200 $ 9,530,500 9,530,500 9,530,500 9,530,500 9,530,500 47,652,600 83,966,600 104,626,900 38,937,600 $ 322,836,200 Subsidy (2,982,100) (2,982,100) (2,982,100) (2,982,100) (2,982,100) (14,910,600) (14,910,600) (11,358,800) (1,632,400) $ (57,722,900) 6,548,400 6,548,400 6,548,400 6,548,400 6,548,400 32,742,000 69,056,000 93,268,100 37,305,200 $ 265,113,300 2013 Sales Tax Revenue Bonds (Limited Tax Bonds), Series A (Tax-exempt): Outstanding In July 2013, the Commission issued $462,200,000 principal amount of serial bonds at a premium of $38,328,775 to retire all, or $60,000,000, of the outstanding principal amount of commercial paper notes, fund a portion of the 91 Project costs, pay capitalized interest during construction, and pay cost of issuance. The $286,065,000 of serial bonds mature in annual installments ranging from $12,090,000 to $24,450,000 on various dates from June 1, 2018 through June 1, 2033 at interest rates ranging from 5.00% to 5,25%. The $176,135,000 of term bonds is due on June 1, 2039 with annual sinking fund payments ranging from $25,735,000 to $33,235,000 on June 1, 2034 through June 1, 2039 at an interest rate of 5.25%. $ 462,200,000 48 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 7. Long-term Obligations, Continued In accordance with the bond maturity schedule, annual debt service requirements to maturity for the 2013 Sales Tax Bonds payable throughout the term of the bonds are as follows: 2018 2019 2020 2021 2022 2023-2027 2028-2032 2033.2037 2038-2039 $ 1124 1, 9' 6 VO1 0 0 $ 24,041,100 $ 47,001,100 12,090,000 12,690,000 13,325,000 13,995,000 81,430,000 105,125,000 135,770,000 64,815,000 $ 462,200,000 22,893,100 34,983,100 22,288,600 34,978,600 21, 654,100 34, 979,100 20,987,900 34,982,900 93, 470, 200 174, 900, 200 69, 774, 900 174, 899, 900 39,126,400 174,896,400 5,147,600 69,962,600 $ 319,383,900 $ 781,583,900 01. • _ 1:• 11 •• , : • • # • pie a (T • -exem •t : Outstanding In October 2016, the Commission issued sales tax revenue bonds of $76,140,000. A portion of the 2016 Refunding Bonds was used to refund all of the outstanding 2009 Bonds Series A, retire all of the outstanding commercial paper notes, finance a termination payment in connection with an interest rate swap agreement with Deutsche Bank AG (Deutsche Bank), and pay costs of issuance. The 2016 Refunding Bonds mature in annual installments ranging from $2,900,000 to $7,305,0Q0.on various dates from June 1, 2017 through June 1, 2029 at interest rates ranging from 2.00% to 5.00%. $ 73,240,000 In accordance with the bond maturity schedule, annual debt service requirements to maturity for the 2016 Sales Revenue Refunding Bonds payable throughout the term of the bonds are as follows: 2018 2019 2020 2021 2022 2023-2027 2028-2029 Principal Interest 4,705,000 4,940,000 5,185,000 5,445,000 5,720,000 32,775,000 14,470,000 $ 2,748,400 2,513,100 2,266,100 2,006,900 1,734,600 4,494,400 435,500 7,453,400 7,453,100 7,451,100 7,451,900 7,454,600 37,269,400 14,905,500 $ 73,240,000 $ 16,199,000 $ 89,439,000 This refunding was undertaken to eliminate or mitigate certain risks associated with managing the Commission's variable rate debt. The transaction resulted in an increase in future debt payments of approximately $3,237,000 and an economic loss of approximately $1,856,000 (difference between the present values of the debt service payments on the old debt and new debt). The reacquisition price and the net carrying amount of the old debt were the same. Toll revenue bonds payable: In July 2010, the Commission authorized the issuance and sale of not to exceed $900 million of toll revenue bonds related to the 91 Project. In May 2017, the Commission authorized the issuance and sale of not to exceed $165,000,000 toll revenue bonds, including a TIFIA loan related to the 1-15 Express Lanes project. 49 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 7, Long-term Obligations, Continued 2013 Toll Revenue Bonds, Series A (Current Interest Obligation):. - Outstanding In July 2013, the Commission issued $123,825,000 principal amount of serial current interest bonds (CIBs) at a discount of $2,433,315 to fund a portion of the 91 Project, pay capitalized interest during construction, fund a debt service reserve fund, fund an initial amount for an operations and maintenance fund, and pay costs of issuance. The CIBs consist of a serial bond maturing on June 1, 2044 in the amount of $39,315,000 at an interest rate of 5.75% and a term bond due on June 1, 2048 in the amount of $84,510,000 with annual sinking funds payments of $42,255,000 on June 1, 2047 and June 1, 2048 at an interest rate of 5.75%. $ 123,825,000 In accordance with the bond maturity schedule, annual debt service requirements to maturity for the 2013 Toll Bonds CIBs payable throughout the term of the bonds are as follows: Year Ending June 30 Principal 2018 2019 2020 2021 2022 2023-2027 2028-2032 2033-2037 2038-2042 2043-2047 2048 Interest Total 7,119,900 $ 7,119,900 7,119,900 7,119,900 7,119,900 7,119,900 7,119,900 7,119,900 — 7,119,900 7,119,900 35,599,700 35,599,700 35,599,700 35,599,700 35,599,700 35,599,700 35,599,700 35,599,700 28, 817, 900 110, 387, 900 2,429,700 44,684,700 $ 123,825,000 $ 209,245,900 $ 333,070,900 81,570,000 42,255,000 2013 Toll Revenue Bonds, Series B (Capital Appreciation_ Obligation): • t • d' a In July 2013, the Commission issued $52,829,600 principal amount of serial capital appreciation bonds (CABs) to fund a portion of the 91 Project, pay capitalized interest during construction, fund a debt service reserve fund, fund an initial amount for an operations and maintenance fund, and pay costs of issuance. The CABs will not pay current interest as interest will be compounded commencing December 2013 semiannually and paid at maturity. Therefore, the CABs will increase in value, or accrete, by the accumulation of such compounded interest from its initial principal arnount to the maturity value in installrnents ranging from $3,440,000 to $34,220,000 on various dates from June 1, 2022 through June 1, 2043. Interest rates and yield to maturity range from 5.30% to 7.15%. During 2017, the accretion amount was $4,242,848. $ 68,245,770 In accordance with the bond maturity schedule, annual debt service requirements to maturity for the 2013 Toll Bonds CABs payable throughout the term of the bonds are as follows: Year Ending June 30 Principal Accreted Interest Total 2022 2023-2027 2028-2032 2033-2037 2038-2042 2043 2,396,700 16,888,400 16,178,300 5,574,400 7,607,000 4,184,800 $ 52,829,600 $ 1,423,300 17,371,600 31,871,700 16,525,600 48,423,000 30,035,200 $ 145,650,400 3,820,000 34,260,000 48,050,000 22,100,000 56,030,000 34,220,000 $ 198,480,000 50 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 7. Long-term Obligations, Continued TIFIA Loan Agreement: Outstandin In July 2013, the Commission executed a TIFIA loan of up to $421,054,409, which proceeds financed a portion of the costs for the 91 Project. During construction and for a period of up to five years following substantial completion, interest is compounded and added to the initial TIFIA loan. The TIFIA loan requires mandatory debt service payments at a minimum and scheduled debt service payments to the extent additional funds are available. TIFIA debt service payments are expected to commence on December 1, 2021, which is five years after substantial completion of the 91 Project, through June 1, 2051. The interest rate of the TIFIA loan is 3.47%. During 2017, $143,358,089 was drawn on the TIFIA loan. The TIFIA loan is a toll revenue bond that is subordinate to the senior toll revenue bonds. $ 438,628,419 In accordance with the TIFIA loan maturity schedule, the approximate annual mandatory debt service requirements to maturity for the TIFIA loan payable throughout the term of the loan are as follows: Year ending June 30 Princi ► al Mandatory Interest Total 2022 2023-2027 2028-2032 2033-2037 2038-2042 2043-2047 2048-2051 Total Future compounded interest Total TIFIA loan 151,000 71,575,000 114,056,000 157,696,000 159,860,000 503,338,000 (64,709,600) $ 438,628,400 $ 1,921,000 20,156,000 61,675,000 84,246,000 65,317,000 46, 751,000 12,075,000 $ 292,141, 000 $ 1,921,000 20,156,000 61,826,000 155,821,000 179,373,000 204,447,000 171,935,000 $ 795,479,000 Pursuant to the toll indenture and TIFIA loan agreement, the Commission deposited with the trustee $136,451,515 into an equity account through 2017 for payment of 91 Project costs. In connection with the issuance of the 2013 Toll Bonds consisting of the CIBs and CABs, a debt service reserve of $17,665,460 and an operations and maintenance fund of $3,137,666 were established. Additionally, the toll indenture and TIFIA loan agreement require the Commission to establish a subordinate obligations reserve fund of $20,000,000 with Measure A sales tax revenues no later than July 1, 2019, to the extent that the proceeds from the sales of excess right of way acquired by the Commission in connection with the 91 Project are insufficient. Commercial paper notes payable: In February 2005, the Commission authorized the issuance of tax-exempt commercial paper notes in an amount not to exceed $200,000,000 for the primary purpose of financing right of way and mitigation land acquisition and project development costs of capital projects under the 2009 Measure A. The Commission reduced the authorization to $60,000,000 in September 2013. As of June 30, 2017, $30,000,000 was outstanding in commercial paper notes. The source of revenue to repay the commercial paper notes and any subsequent long-term debt refinancing is the 2009 Measure A sales tax. Interest is payable on the respective maturity dates of the commercial paper notes, which is up to 270 days from the date of issuance. The maximum allowable interest rate on the commercial paper notes is 12%. As a requirement for the issuance of the commercial paper notes, the Commission entered into a $60,750,000 irrevocable direct draw letter of credit and reimbursement agreement with State Street Bank and Trust Company (State Street) as credit and liquidity support for the commercial paper notes through October 2017. The commitment fees paid to State Street were $191,794 in 2017. 51 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 7. Long-term Obligations, Continued Funds are drawn under the letter of credit to pay debt service on the commercial paper notes, and the Commission is required to reimburse the bank for such drawings. Amounts drawn on the letter of credit and not reimbursed within 30 days are not due until five years after the date of such draw. Accordingly, the commercial paper notes are classified as long-term liabilities in the Commission's government -wide financial statements. There were no unreimbursed draws by the Commission on the remaining letter of credit during the year ended June 30, 2017, nor were there any amounts outstanding under the remaining letter of credit agreement at June 30, 2017. The Commission's commercial paper program functions similar to bond anticipation notes for reporting purposes, as the commercial paper notes are issued and retired with long-term debt issuances. Commercial paper notes are classified as long- term debt as long as the Commission's letter of credit facility extends at least one year past its fiscal year end; otherwise, the commercial paper notes are classified as a fund liability. Capital lease obligation: The Commission has entered into a lease agreement for financing the acquisition of office equipment. This lease agreement qualifies as a capital lease for accounting purposes and, therefore, has been recorded at the present value of its future minimum lease payments. The office equipment book value of $78,606 is recorded as a capital asset in the governmental activities. Total future minimum lease obligations and the net present value of these minimum lease payments as of June 30, 2017 are as follows: Year Endin+ June 30 Total 2018 2019 Total minimum lease payments Less amount representing interest Present value of minimum lease payments 24,857 8,298 33,155 (4,216) $ 28,939 Interest rate swaps: As a means to achieve a greater level of interest rate stability, specifically rising interest rates that would negatively impact cash flows, the Commission entered into two forward -starting interest rate swaps in August 2006 for a total original notional amount of $185,000,000 whereby it swapped obligations to pay fixed rates for those that pay a floating rate. The swaps are part of a synthetic fixed rate financing with the Commission's 2009 Bonds. The floating rate receipts under the swaps correspond to the floating rate payments on the 2009 Bonds. The fixed rate payment remains for the Commission as its primary interest obligation. The counterparty for the first swap ($100,000,000 original notional amount) is Bank of America, N.A. (Bank of America), and the counterparty for the second swap ($85,000,000 original notional amount) is Deutsche Bank. Under the swap agreements which became effective on October 1, 2009, the Commission will pay Bank of America and Deutsche Bank (Counterparties or each a Counterparty) a fixed rate of 3.679% and 3.206%, respectively, for twenty years, the term of the 2009 Bonds; the Counterparties will pay the Commission a floating rate equal to 67% of the one -month London Interbank Offer Rate (LIBOR). In September 2016, the Commission terminated the swap with Deutsche Bank and paid a termination payment of $10,292,000. The Commission's remaining interest rate swap with Bank of America is a derivative instrument that hedges identified financial risks. If the derivative instrument is determined to be effective in reducing the identified exposure, hedge accounting provides that changes in the fair value of the hedging instrument —in this instance, the interest rate swap —be reported as either deferred inflows or deferred outflows in a government's statement of net position. To evaluate the effectiveness of the swap, the Synthetic Instrument Method prescribed by GASB Statement No. 53, Accounting and Financial Reporting for Derivatives, was employed. The resulting analysis indicates the swap is effective as a hedging instrument. The fair value or marked -to -market value of the Bank of America swap as of June 30, 2017 is ($10,422,822). This is the amount the Commission would owe as of this date should the swap be terminated. The term and fair value (liabilities) of the outstanding swaps as of June 30, 2017 is as follows: 52 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 7. Long-term Obligations, Continued Notional Effective Fixed Rate Variable Rate Fair Value Swap Associated Debt Issue Counterparty Amount Date to be Paid to be Received iLiability) Termination Date 2009 Bonds Series B and C BanK of America $70,800,000 10/01/2009 3.679% 67 % of LIBOR $ (10,422,8221 06/01 /2029 The fair value (liability) of the outstanding swap at June 30, 2016 was ($26,644,474), resulting in a decrease in the liability of $16,221,652 during the year ended June 30, 2017, primarily as a result of the termination of the Deutsche Bank swap and an approximately $5.29 million decrease in the fair value liability of the Bank of America swap. The interest rate swap is, among other things, subject to credit, interest rate, basis, and termination risk. Credit risk: The following table compares the counterparty credit ratings at June 30, 2017 against their threshold amounts and credit ratings for termination: Bank of America Moody's, :;;p. - S&P , Counterparty Senior Debt Rating Threshold Amount Threshold for Termination Al $15,000,000 Baal A+ $15,000,000 BBB+ Under the agreement, a swap termination event may occur if the Counterparty credit ratings fall to the threshold level and, after 30 days' notice, collateral in the form of U.S. treasury and certain federal agency securities as required by the agreements is not delivered in favor of the Commission. Interest rate risk: The Commission is exposed to interest rate risk on its pay fixed, receive variable interest rate swap. As LIBOR decreases, the Commission's net payments on the swap increases. It is expected that this is offset partly by a decrease in payments on the 2009 Bonds Series B and C. Basis risk: The Commission is exposed to basis risk on the swap because the variable rate payments received by the Commission is based on an index other than interest rates the Commission pays on hedged variable rate debt. For the year ended June 30, 2017, the Commission's 2009 Bonds Series B and C, which are hedged by the Bank of America swap, had a weighted average variable rate of 0.6447%. Over the same period, the weighted average of 67% of one -month LIBOR was 0.5020%, an approximate 14.27 basis point loss for the Commission related to the Bank of America swap. Termination risk: The swap may be terminated by the Commission or its Counterparty if the other party fails to perform under the terms of the contract or at the Commission's option to terminate the transaction. If, at the time of termination, the swap is in a liability position, the Commission would be obligated to pay the counterparty the liability position. Swap payments and associated debt Using a variable rate of 0.82% 2009 Bonds Series B and C as of June 30, 2017, debt service requirements of the 2009 Bonds Series B and C and the swap payments, assuming current interest rates remain the same for their term, are as follows: Year Ending June 30 Principal Variable Rate Debt Interest Total • Interest Rate Swap, Total Fixed Debt Net Service 2018 2019 2020 2021 2022 2023-2027 2028-2029 4,600,000 4,800,000 5,000,000 5,200,000 5,500,000 31,200,000 14,500,000 622,929 582,444 541,680 496,195 450,427 1,485,652 192,720 5,222,929 5,382,444 5,541,680 5,696,195 5,950,427 32,685,652 14,692,720 $ 2,003,917 1,872,571 1,734,132 1,592,807 1,444,158 4,730,225 589,430 $ 70,800,000 $ 7,226,846 7,255,015 7,275,812 7,289,002 7,394,585 37,415,877 15,282,150 $ 4,372,047 $ 75,175,047 $ 13,967,240 $ 89,139,287 53 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 7. Long-term Obligations, Continued MEM As rates vary, the variable interest payments and net interest rate swap payments will vary. Arbitrage rebate: The Tax Reform Act of 1986 instituted certain arbitrage restrictions with respect to the issuance of tax-exempt bonds and commercial paper notes after August 31, 1986. In general, arbitrage regulations deal with the investment of all tax- exempt bond and commercial paper note proceeds at an interest yield greater than the interest yield paid to bondholders or noteholders. Failure to follow the arbitrage regulations could result in all interest paid to bondholders or noteholders retroactively rendered taxable. In accordance with the arbitrage regulations, if excess earnings were calculated, 90% of the amount calculated would be due to the Internal Revenue Service at the end of each five-year period. The remaining 10% would be recorded as a liability and paid after all bonds had been redeemed. During the current year, the Commission performed calculations of excess investment earnings on all bond and commercial paper financings. There was no arbitrage liability at June 30, 2017. MSHCP funding liability: Under the 2009 Measure A, the Commission is required to provide $153,000,000 of Measure A funding under the Western County MSHCP. Through the current year, the Commission has fulfilled approximately $132,000,000 of the funding requirement. In March 2012, the Commission authorized a $24,000,000 commitment to the Western Riverside County Regional Conservation Authority (RCA) to provide funding for its remaining obligation to the MSHCP for its covered activities. Under the terms of the agreement, the commitment will be paid over eight years at $3,000,000 per year through December 2019. However, if, within the first two years of the agreement, the RCA received a federal loan guarantee related to the MSHCP or its revenues have returned to 2005 levels, the Commission may modify its commitment. The Commission did not modify its commitment within the first two-year period, and, accordingly, the remaining liability of $9,000,000 is recorded as a liability in the government -wide financial statements. Note 8. Net Position and Fund Balances Net position: Net investment in capital assets of $75,572,271, as reported on the statement of net position, represents capital assets, net of accumulated depreciation, of $638,194,402 less the related debt of $562,622,131. The related debt includes the portion of the sales tax revenue and toll revenue bonds that was used for the development of tolled express lane capital assets. Net Investment in Capital Assets Governmental Business -Type Activities Activities Total Capital assets, net Less: related debt Total 566,852,665 $ (189,542,899) 71,341,737 (373,079,232) 638,194,402 (562,622,131) $ 377,309,766 $ (301,737,495) $ 75,572,271 Additionally, the statement of net position reports $838,348,156 of restricted net position, of which $295,480,111 is restricted by enabling legislation. Fund balances: Measure A: Measure A sales tax revenues are allocated to the three defined geographic areas of Riverside County, consisting of Western County, Coachella Valley, and Palo Verde Valley in proportion to the funds generated within those areas. Revenues must then be allocated to the programs of the geographic areas according to percentages as defined by Measure A and are legally restricted for applicable program expenditures. Bond and commercial paper note proceeds are allocated to the geographic areas based on the estimated uses. Accordingly, the related fund balances are classified as follows: 54 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 8. Net Position and Fund Balances, Continued Highways: Funds are to be used for project costs including engineering, right of way acquisitions, and construction of the Western County highways and Coachella Valley highways and regional arterials. Funds for new corridors are to be used for environmental clearance, right of way acquisition, and construction of four new Western County transportation corridors identified through CETAP. In order to attract commercial and industrial development and jobs in the Western County, funds are expended to create an infrastructure improvement bank to improve and construct interchanges, provide public transit linkages or stations, and make other improvements to the transportation system. Funds are also provided to support bond financing costs. These program funds are intended to supplement existing federal, state, and local resources. Coachella Valley highway and regional arterial funds are matched by TUMF revenues generated in the Coachella Valley. Accordingly, funds for highways, Coachella Valley regional arterials, new corridors, economic development, and bond financing are reflected as restricted for these specific purposes as stipulated by the 1989 Measure A and 2009 Measure A. Commuter rail: Funds for rail operations and to match federal funds for capital are restricted as stipulated by the 2009 Measure A Western County public transit program. Certain state revenues are restricted for the planning and development of the new Coachella Valley/San Gorgonio Pass corridor rail service. Regional arterials: Funds for regional arterials are used to implement the planned Western County regional arterial system, as defined by WRCOG. Local streets and roads: Funds to be expended by local jurisdictions for the construction, repair, and maintenance of local streets and roads are reflected as restricted as stipulated by the 2009 Measure A. The County and local cities are required to supplement those expenditures with other previously dedicated revenue sources to maintain road improvements. Monies are disbursed to the jurisdictions which comply with the requirements to maintain the same level of funding for streets and roads as existed prior to the passage of the 2009 Measure A and participate in TUMF (as applicable in the Western County and Coachella Valley areas) and the MSHCP in Western County and which annually submit a five-year capital improvement plan. Commuter assistance and transit: Funds for public transit are used to promote and subsidize commuter assistance programs such as ridesharing and telecommuting and specialized transportation to guarantee reduced transit fares, expand existing transit services, and implement new transit services for seniors and persons with disabilities. These funds are restricted as stipulated by the 2009 Measure A. Funds for intercity bus services in Western County and bus replacement and more frequent service in the Coachella Valley are restricted as stipulated by the 2009 Measure A. Debt service: Certain bond proceeds that have been used to make required sinking fund payments in the Debt Service fund as required by the bond agreements are classified as restricted. Amounts held by the trustee equal to the maximum annual debt service are recorded in the Debt Service fund as restricted. Transportation Development Act: Restricted fund balance for the LTF represents the apportionments related to transit programs by geographic area, bicycle and pedestrian facilities, and planning and programming services and unapportioned revenues. Restricted fund balance for the STA represents the apportionments for transit by geographic area. The TDA restrictions at June 30, 2017 are as follows: 55 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 8. Net Position and Fund Balances, Continued Local Transportation Fend . State Transit Assistance Total' Bicycle and pedestrian facilities Transit and specialized transportation Western County: Bus transit: City of Banning City of Beaumont City of Corona City of Riverside Riverside Transit Agency Apportioned and unallocated Commuter rail: Commission Apportioned and unallocated Total Western County Coachella Valley: SunLine Transit Agency Apportioned and unallocated Total Coachella Valley Palo Verde Valley: Palo Verde Valley Transit Agency Apportioned and unallocated for transit and local streets and roads Total Palo Verde Valley $ 6,682,584 $ 6,682,584 $ - $ 259,814 467,685 1,510,447 1,324,462 255,713 7,784,731 30,928,526 5,45 7 ,476 61,373,462 2,000,000 13,570,881 $ 259,814 1,978,132 1,324,462 255,713 13,242,207 92,301,988 - 2,000,000 18,625,540 32,196,421 82,869,504 60,689,233 143,558,737 82,138 12,474,110 12, 640, 215 12,722,353 2,009,749 14,483,859 12,556,248 14,649,964 27,206,212 1,064,461 48,197 48,197 45,438 1,109,899 1,064,461 93,635 1,158,096 Unapportioned funds 12,002,484 12,002,484 Total transit and specialized transportation $ 108,492,697 $ 75,432,832 $ 183,925,529 Commuter rail: Restricted fund balance in the General fund represents TDA monies to be used for commuter rail operations and capital. Transportation Uniform Mitigation Fee: TUMF revenues to be received by the Commission are to be used for new CETAP corridors and the regional arterial system in Western County and are restricted as follows: CETAP: Funds for the development of new transportation corridors are used to provide congestion relief and mobility within the County and between the County and its neighboring Orange and San Bernardino counties. Funds will be matched by revenues of $370 million generated from the 2009 Measure A. Regional arterials: Funds for regional arterials are used to implement the planned Western County regional arterial system. Funds will be matched by revenues of $300 million generated from the 2009 Measure A. Prepaid amounts: Prepaid amounts are reported as nonspendable fund balance as they are in nonspendable form. Motorist assistance: Funds in the Service Authority for Freeway Emergencies and Freeway Service Patrol Special Revenue funds, which are reported as nonmajor governmental funds, of $7,929,691 and $912,808, respectively, to assist motorists on County roads are restricted as stipulated by the State. General government: Funds allocated by Measure A, TUMF, LTF, and motorist assistance programs to the General Fund have been assigned by the Commission for general government administration. 56 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 8. Net Position and Fund Balances, Continued RCTC 91 Express Lanes: Restricted net position consists of the following amounts: Nonspendable intangible assets: Amounts related to the toll facility are nonspendable intangible assets that are restricted. Toll operations: Net toll revenues from toll operations in the RCTC 91 Express Lanes Enterprise fund are restricted in accordance with the toll bond indenture. Note 9. Commitments and Contingencies Operating lease: The Commission has entered into an operating lease agreement for office facilities. The term of the lease, as amended, is for a period of 15 years expiring in October 2017 and may be extended for one additional five-year term. Rental expenditures for the fiscal year ended June 30, 2017 were approximately $387,600. Year Ending June 30 Amount 2018 Total minimum rental commitment $ 126,800 126,800 Real property and project agreements: The Commission has entered into other agreements in the ordinary course of business with companies and other governmental agencies for the acquisition of real property as well as the engineering and construction of certain highway and commuter rail projects. These agreements, which are significant, are funded with available and future revenues and debt proceeds. In November 2012, the Commission entered into an agreement with the BNSF Railway Company (BNSF) for the acquisition and use of a rail easement in connection with a rail project for an amount of $25,000,000. Under the terms of the agreement, the Commission has paid $25,000,000 through 2017. Litigation: Certain claims involving disputed construction costs and property acquisition costs, including goodwill claims, have arisen in the ordinary course of business. Additionally, the Commission is a defendant in lawsuits. Although the outcome of these matters is not presently determinable, management does not expect that the resolution of these matters will have a material adverse impact on the financial condition of the Commission. Note 10. Joint Agreements Joint ventures: The Commission is one of five members of the SCRRA, an independent joint powers authority created in June 1992. The SCRRA's board consists of one member from the Ventura County Transportation Commission; two each from the Orange County Transportation Authority (OCTA), the San Bernardino Associated Governments, and the Commission; and four members from the Los Angeles County Metropolitan Transportation Authority. The SCRRA is responsible for implementing and operating a regional commuter rail system (Metrolink) in five southern California counties. As a member of SCRRA, the Commission makes capital and operating contributions for its pro rata share of rail lines servicing the County. The Commission expended $17,148,094 and $1,971,821 during 2017 for its share of Metrolink operating and capital costs, respectively. As of June 30, 2017, cumulative capital contributions were $47,868,098.Other funds for rail service are contributed to the SCRRA by the State from state rail bonds on behalf of the Commission. Separate financial statements are prepared by and available from the SCRRA, which is located at One Gateway Plaza, 12th Floor, Los Angeles, California 90012. 57 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 10. Joint Agreements, Continued In May 2013 the Commission became a full voting member of the Los Angeles —San Diego —San Luis Obispo (LOSSAN) Rail Corridor Agency with the intent to have greater involvement in regional rail issues because of its legal ownership rights regarding passenger rail service between Fullerton and Los Angeles. The LOSSAN Rail Corridor Agency is a locally governed joint powers authority comprised of 13 agencies created to oversee the intercity passenger rail service in the travel corridor between San Diego and San Luis Obispo County. The Commission's share of administration costs is subject to future negotiations; however, during 2017 the Commission contributed $0 for administration efforts. Riverside Orange Corridor Authority cooperative agreement: In May 2006 the Commission entered into a cooperative agreement, Riverside Orange Corridor Authority, with OCTA and the Transportation Corridor Agencies to jointly exercise the common powers of the parties to manage geotechnical studies regarding the Riverside Orange Corridor, which have been completed. The Commission was the recipient and administering entity of federal and state funds as necessary to accomplish this work, and the three agencies shared in meeting the local agency matching requirements. As of June 30, 2017, the Commission was not required to make any contributions. RCTC 91 Express Lanes cooperative agreements: The RCTC 91 Express Lanes are jointly operated with the existing OCTA 91 Express Lanes and collectively referred to as the 91 Express Lanes. Under the Orange -Riverside Cooperative Agreement, which was entered into in December 2011, the Commission and OCTA agreed on the use of the same initial toll operator, cost and revenue sharing, toll policies, business rules, interoperability of technology, and marketing activities as well as OCTA review of design plans and construction activities for the 91 Project. In May 2013 the Commission entered into a three -party agreement with OCTA and Cofiroute USA, LLC (Cofiroute), as the operator, for the operations of the 91 Express Lanes. This will ensure a streamlined and consistent intercounty travel for motorists on the OCTA 91 Express Lanes in Orange County and RCTC 91 Express Lanes in Riverside County. Cofiroute provides operating services in the annual amount of $6,942,600 plus inflation for three initial years with two one-year extension options, subject to Board of Commissioners approval. Cofiroute is responsible for the day-to-day operations of the toll facility. The agreement expires on June 30, 2021. Note 11. Employees' Pension Plans General Information about the CaIPERS Pension Plan: The Commission contracts with the CaIPERS to provide its employees retirement as well as death and retirement disability benefits, which are paid by the CaIPERS under a cost sharing multiple - employer plan. CaIPERS issues publicly available reports that include a full description of the pension plan regarding benefit provisions, assumptions and membership information that can be obtained from its executive office located at 400 P Street, Sacramento, California 95814, or by visiting the CaIPERS website at www.calpers.ca.gov. All permanent Commission employees are eligible to participate in the Miscellaneous Employee Pension Plan, cost -sharing multiple employer defined benefit pension plan administered by CaIPERS. Benefit provisions under the Plan are established by State statute and Commission resolution. 58 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 11. Employees' Pension Plans, Continued Benefits Provided — CaIPERS provides service retirement and disability benefits, annual cost of living adjustments and death benefits to plan members, who must be public employees and beneficiaries. Benefits are based on years of credited service, equal to one year of full time employment. Employees hired prior to January 1, 2013 and attaining the age of 55 with five years of credited California service (service) are eligible for normal retirement and are entitled to a monthly benefit of 2.7% of their final compensation for each year of service. Final compensation is defined as the highest annual salary earned. Retirement may begin at age 50 with a reduced benefit rate. The plan also credits employees for unused sick leave. Employees hired on or after January 1, 2013 who are not "classic" members and attaining the age of 62 with five years of credited service are eligible for normal retirement and are entitled to a monthly benefit of 2% of their three-year final compensation for each year of service. Retirement may begin at age 52 with a reduced benefit rate. Upon separation from the plan prior to retirement, members' accumulated contributions are refundable with interest credited through the date of separation. All members are eligible for non -duty disability benefits after 10 years of service. The pre -retirement death benefit is one of the following: the '1957 Survivor Benefit — level 3 or the Optional Settlement 2W Death Benefit. The post -retirement death benefit is one of the following: lump sum or survivor allowance. The cost of living adjustments for each plan are applied as specified by the Public Employees' Retirement Law. The Plan provisions and benefits in effect at June 30, 2017, are summarized as follows: Hire date Miscellaneous Prior to January 1, 2013 On or after January 1, 2013 Benefit formula Benefit vesting schedule Benefit payments Retirement age Monthly benefits, as a % of eligible compensation Required employee contribution rates Required Commission contribution rates 2.7% @ 55 5 years of service Monthly for life 50 — 55 2.0% to 2.7% 8% 14.012% 2% @ 62 5 years of service Monthly for life 52 — 62 1.0% to 2.0% 7.25% 7.283 % Contributions — Section 20814(c) of the California Public Employees' Retirement Law requires that the employer contribution rates for all public employers be determined on an annual basis by the actuary and shall be effective on the July 1 following notice of a change in rate. Funding contributions for the Plan are determined annually on an actuarial basis as of June 30 by CaIPERS. The actuarially determined rate is the estimated amount necessary to finance the costs of benefits earned by employees during the year, with an additional amount to finance any unfunded accrued liability. The Commission is required to contribute the difference between the actuarially determined rate and the contribution rate of employees. For the year ended June 30, 2017, the contributions recognized as part of pension expense for the Plan were as follows: I i Contributions — Commission $ 1,238,891 Contributions — Employee 432,377 Pension Liabilities, Pension Expenses, and Deferred Outflows/Inflows of Resources Related to Pensions: As of June 30, 2017, the Commission reported a net pension liability for its proportionate shares of the net pension liability of the Plan as follows: PrePertierlate Share.ef Net Pension Liabili Miscellaneous $7,639,639 59 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 11. Employees' Pension Plans, -Continued The Commission's net pension liability for the Plan is measured as the proportionate share of the net pension liability. The net pension liability of the Plan is measured as of June 30, 2016, and the total pension liability for the Plan used to calculate the net pension liability was determined by an actuarial valuation as of June 30, 2015 roiled forward to June 30, 2016 using standard update procedures. The Commission's proportion of the net pension liability was based on a projection of the Commission's long-term share of contributions to the pension plan relative to the projected contributions of all participating employers, actuarially determined. The Commission's proportionate share of the net pension liability for the Plan as of June 30, 2015 and 2016 is as follows: g Fjit1oZq=. Proportion — June 30, 2015 Proportion — June 30, 2016 Change — Increase (Decrease) 0.09176% 0.08829% 0.00347% For the year ended June 30, 2017, the Commission recognized pension expense of $427,410. At June 30, 2017, the Commission reported deferred outflows of resources and deferred inflows of resources related to pensions from the following sources: Deferred Outflows of Deferred Inflows of Resources • Resource Pension contributions subsequent to measurement date Differences between actual and expected experiences Changes in assumptions Differences between contributions and the proportionate share of contributions Changes in Commission's proportion Net differences between projected and actual earnings on plan investments Total 1,238,891 41,695 607,971 779,717 2,031,446 9,893 390,312 147,800 $ 4,699,720 $ 548,005 The $1,238,891 reported as deferred outflows of resources related to contributions subsequent to the measurement date will be recognized as a reduction of the net pension liability in the year ending June 30, 2018. Other amounts reported as deferred outflows of resources and deferred (inflows) of resources related to pensions will be recognized as pension expense as follows: 2018 2019 2020 2021 795,139 635,689 955,829 526,167 $ 2,912,824 Actuarial Assumptions — The total pension liability in the June 30, 2015 actuarial valuation was determined using the following actuarial assumptions: Miscellaneous Valuation Date Measurement Date Actuarial Cost Method Actuarial Assumptions: Discount Rate Inflation Projected Salary Increase Investment Rate of Return Mortality June 30, 2015 ,June 30, 2016 Entry -Age Normal Cost Method 7.65% 2.75% Varies by entry age and service 7.50% net of pension plan investment and administrative expenses, includes inflation Derived using CaIPERS' membership data for all funds 60 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 11. Employees' Pension Plans, Continued The underlying mortality assumptions and all other actuarial assumptions used in the June 30, 2015 valuation were based on the results of a January 2015 actuarial experience study for the period 1998 to 2012. Further details of the experience study can be found on the CaIPERS website. Discount Rate — The discount rate used to measure the total pension liability was 7.65% for the Plan. To determine whether the municipal bond rate should be used in the calculation of a discount rate for each plan, CaIPERS stress tested plans that would most likely result in a discount rate that would be different from the actuarially assumed discount rate. Based on the testing, none of the tested plans run out of assets. Therefore, the current 7.65% discount rate is adequate and the use of the municipal bond rate calculation is not necessary. The long-term expected rate of 7.65% will be applied to all plans in the Public Employees Retirement Fund. The stress test results are presented in a detailed report that can be obtained from the CaIPERS website. The long-term expected rate of return on pension plan investments was determined using a building-block method in which best - estimate ranges of expected future real rates of return (expected returns, net pension plan investment expense and inflation) are developed for each major asset class. In determining the long-term expected rate of return, CaIPERS took into account both short-term and long-term market return expectations as well as the expected pension fund cash flows. Using historical returns of all the funds' asset classes, expected compound returns were calculated over the short-term (first 10 years) and the long-term (11-60 years) using a building-block approach. Using the expected nominal returns for both short-term and long-term, the present value of benefits was calculated for each fund. The expected rate of return was set by calculating the single equivalent expected rate that arrived at the same present value of benefits for cash flows as the one calculated using both short-term and long-term returns. The expected rate of return was then set equivalent to the single equivalent rate calculated above and rounded down to the nearest one quarter of one percent. The table below reflects the long-term expected real rate of return by asset class. The rate of return was calculated using the capital market assumptions applied to determine the discount rate as asset allocation. These rates of return are net of administrative expenses. Asset Class New Strategic Real Return Real Return Allocation Years 1-10 (a) Years 11+ (b) Global Equity Global Debt Securities Inflation Sensitive Private Equity Real Estate Infrastructure and Forestland Liquidity Total 51.0% 20.0% 6.0% 10.0% 10.0% 2.0% 1.0% 100% (a) An expected inflation rate of 2.5% used for this period. (b) An expected inflation rate of 3.0% used for this period. 5.25% 0.99% 0.45% 6.83% 4.50% 4.50% (0.55%) 5.71 % 2.43% 3.36% 6.95% 5.13% 5.09% (1.05%) Sensitivity of the Proportionate Share of the Net Pension Liability to Changes in the Discount Rate — The following presents the Commission's proportionate share of the net pension liability for the Plan, calculated using the discount rate for the Plan, as well as what the Commission's proportionate share of the net pension liability would be if it were calculated using a discount rate that is 1 % below or 1 % higher than the current rate: 61 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 11. Employees' Pension Plans, Continued Miscellaneous. 1 % Decrease Net Pension Liability Current Discount Rate Net Pension Liability 1 % Increase Net Pension Liability 6.65% $11,481,801 7.65% $7,639,639 8.65% $4,464,283 Pension Plan Fiduciary Net Position — Detailed information about the pension separately issued CaIPERS financial reports. Payable to the Pension Plan — At June 30, 2017, the Commission reported a contributions to the pension plan required for the year ended June 30, 2017. plan's fiduciary net position is available in the payable of $0 for the outstanding amount of 401(a) plan: The Commission offers its employees a 401(a) single -employer defined contribution plan referred to as the Money Purchase Plan & Trust (Plan), which covers all permanent full-time employees. Employees are fully vested in the Plan after five years. The Plan, which is administered by the International City/County Management Association (ICMA), requires the Commission to make a contribution of 7.5% of the employees' earnings for the Plan year. Fiduciary responsibility and reporting of the Plan assets rests with 1CMA. The Commission has the authority to amend the contribution requirements. Total payroll for covered employees for the current year was $5,536,781. The Commission's contributions to the Plan were $411,994 for the year ended June 30, 2017. Note 12. Post -employment Benefits Other Than Pensions (OPEB) Plan description — The Commission's OPEB plan through the CERBT, is a single -employer defined benefit plan for eligible retirees and their dependents. CERBT issues a publicly available financial report that can be obtained from its executive office or its website. Benefits provided - The Commission provides post -employment health benefits for eligible retirees and their dependents at retirement. For employees hired on or after January 1, 2007, retirees must have a minimum of 10 years of PERS service and no less than five years of Commission service in order to receive post -employment health benefits in accordance with PERS as per Government Code Section 22893. For employees hired prior to January 1, 2007, retirees are not required to meet the eligibility criteria and may receive post -employment health benefits at the monthly health benefit rate paid for active employees, which is currently at $600. The Commission's contributions toward premiums for retiree health insurance are coordinated with Medicare and other benefits provided by federal and state law, when available, to the extent it reduces the cost of insurance premiums. Employees covered by benefit terms at June 30, 2017 are as follows: Inactive employees or beneficiaries currently receiving benefit payments Inactive employees entitled to but not yet receiving benefit payments Active employees Total 16 0 47 63 Contributions -- The contribution requirements of plan members are established and may be amended by the Commission. The Commission has adopted a policy to fund 100% of the actuarially determined amount. For the year ended June 30, 2017, the Commission's average contribution rate was 3.11 % of covered -employee payroll. Employees are not required to contribute to the plan. 62 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 12. Postemployment Benefits Other Than Pensions (OPEB), Continued Net OPEB Liability — The Commission's net OPEB liability was measured as of June 30, 2016, and the total OPEB liability used to calculate the net OPEB liability was determined by an actuarial valuation as of that date. Actuarial assumptions — The total OPEB liability in the June 30, 2016 actuarial valuation was determined using the following assumptions, applied to all periods included in the measurement, unless otherwise specified: Actuarial Assumptions - - June 30, 2016 Measurement Date Inflation Salary increases Investment rate of return Healthcare cost trend rates 2.75% per annum 3.00% aggregate 6.00% Non -Medicare: 7.5% for 2019, decreasing to an ultimate rate of 4.0% in 2076 and later years Medicare: 6.5% for 2019, decreasing to an ultimate rate of 4.0% it 2076 and later years Mortality rates are based on projected fully generational with Scale MP-16. The actuarial assumptions used in the June 30, 2016 valuation were based on the results of an actuarial experience study for the period July 1, 2015 to June 30, 2016. The long-term expected rate of return on OPEB plan investments was determined using a building-block method in which best - estimate ranges of expected future real rates of return (expected returns, net of OPEB plan investment expense and inflation) are developed for each major asset class. These ranges are combined to produce long-term expected rate of return by weighing the expected future real rates of return by the target asset allocation percentage and by adding expected inflation. The target allocation and best estimates of arithmetic real rates of return for each major asset class are summarized in the following table: Global equity Fixed income TIPS Commodities REITs Assumed long-term rate of inflation Expected long-term net rate of return Strategy 1 Strategy 2 Discount rate •=l argmid ation � Stratog RAte f. WV, 57% 27% 5% 3% 8% 40% 39% 10% 3% 8% 4.82% 1.47% 1.29% 0.84% 3.76% 2.75% 6.75% 6.25% 6.00% Discount rate— The discount rate to measure the total OPEB liability was 6.00%. The projection of cash flows used to determine the discount rate assumed that contributions from the Commission will be made at contractually required rates, actuarially determined. Based on this assumption, the OPEB plan's fiduciary net position was projected to be available to make projected OPEB payments for current and inactive employees. Therefore, the long-term expected rate of return on OPEB plan investments was applied to all periods of projected benefit payments to determine the total OPEB liability. Changes in the Net OPEB Liability — The changes in the net OPEB liability from the measurement date of June 30, 2015 to June 30, 2016 are as follows: 63 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 12, Postemployment Benefits Other Than Pensions (OPEB), Continued Increase {Decrease) Total OPEB Plan Fiduciary Net Net OPEB. Liability Liabili . • Position Balances at June 30, 2015 (measurement date) Changes for the year: Service cost Interest Contributions — employer Net investment income Benefit payments Administrative expense Net changes Balances at June 30, 2016 (measurement date) 5,291,000 $ 437,000 338,000 (155,000) 620,000 4,672,000 634,000 86,000 (155,000) (2,000) 563,000 619,000 437,000 338,000 (634,000) (86,000) 2,000 57,000 $ 5,911,000 $ 5,235,000 $ 676,000 Sensitivity of the net OPEB liability to changes in the discount rate — The following table presents the Commission's net OPEB liability, as well as what the Commission's net OPEB liability would be if it were calculated using a discount rate that is 1% below or 1% higher than the current discount rate: Changes in the Discount Rate 1 % Decrease Net OPEB Liability Current Discount Rate Net OPEB Liability 5.00% $1,595,000 6.00% $676,000 1% Increase 7.00% Net OPEB Asset ($68,000) Sensitivity of the net OPEB liability to changes in the healthcare cost trend rates — The following table presents the net OPEB liability as well as what the Commission's net OPEB liability would be if it were calculated using healthcare cost trend rates that are 1% below or 1 % higher than the current healthcare cost trend rates: Changes in the Discount Rate 1% Decrease Net OPEB Asset Current Healthcare Trend Rate Net OPEB Liability 1% Increase Net OPEB Liability 5.5% - 6.5% ($98,000) 6.5% - 7.5% $676,000 7.5% - 8.5% $1,623,000 OPEB plan fiduciary net position — Detailed information about the OPEB plan's fiduciary net position is available in the separately issued CERBT financial reports. OPEB expense and deferred outflows of resources and deferred inflows of resources related to OPEB — For the year ended June 30, 2017, the Commission recognized OPEB expense of $524,600. At June 30, 2017 the Commission reported deferred outflows of resources and deferred inflows of resources related to OPEB from the following sources. 64 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 12. Postemployment Benefits Other Than Pensions (OPEB), Continued =_1i. - • =�" . - , • Deferred Outflows of Deferred Inflows of Resources Resources Contributions subsequent to measurement date - Net differences between projected and actual earnings on plan investments Total 666;000 166,400 $ 832,400 $ The $666,000 reported as deferred outflows of resources related to contributions subsequent to the measurement date will be recognized as a reduction of the net OPEB liability in the year ending June 30, 2018. Amounts reported as deferred outflows of resources and deferred inflows of resources related to OPEB will be recognized in OPEB expense as follows: Year Ending June 30 2018 2019 2020 2021 42,100 42,100 42,100 40,100 $ 166,400 Payable to the OPEB Plan — At June 30, 2017 the Commission reported a payable of $0 for the outstanding amount of contributions to CERBT required for the year ended June 30, 2017. Note 13. Measure A Conformance Requirements Measure A requires that the sales taxes collected may only be used for' transportation purposes including administration and the construction, capital acquisition, maintenance, and operation of streets, roads, highways including state highways, and public transit systems and for related purposes. These purposes include expenditures for planning, environmental reviews, engineering and design costs, and related right of way acquisition. Note 14. Subsequent Events In July 2017, the Commission issued sales tax revenue bonds (2017 Sales Tax Bonds) consisting of $158,760,000 serial bonds. The proceeds of the 2017 Sales Tax Bonds will be used to fund a portion of the costs of the 1-15 Express Lanes project, including issuance costs relating to a TIFIA loan; pay a portion of the completion costs for the 91 Project; retire all of the outstanding commercial paper notes; and pay the costs of issuance of the 2017 Sales Tax Bonds. In connection with the issuance of the 2017 Sales Tax Bonds, the Commission executed a $152,214,260 TIFIA senior lien loan to pay for a portion of the 1-15 Express Lanes project. In September 2017, State Street extended the reimbursement agreement through October 2019 in accordance with the Cornmission's request. 65 Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 15. Pronouncements Issued, Not Yet Effective The GASB pronouncements issued prior to June 30, 2017 that have an effective date that may impact future financial presentations include: • GASB Statement No. 83, Certain Assets Retirement Obligations, effective for fiscal years beginning after June 15, 2018; • GASB Statement No. 84, Fiduciary Activities, effective for fiscal years beginning after December 15, 2018; • GASB Statement No. 86, Certain Debt Extinguishment Issues, effective for fiscal years beginning after June 15, 2017; and • GASB Statement No. 87, Leases, effective for fiscal years beginning after December 15, 2019. Management has early implemented GASB Statement No. 75, Accounting and Financial Reporting for Postemployment Benefits Other Than Pension and GASB Statement No. 85, Omnibus 2017, and the effects are reflected in the Commission's Statement of net position ended June 30, 2017. 66 Required Supplementary Information Intentionally left blank Riverside County Transportation Commission Schedule of Revenues, Expenditures and Changes in Fund Balance Budget and Actual - General Fund Year Ended June 30, 2017 Revenues Sales taxes Intergovernmental Investment income Other Total revenues Expenditures Current: General government Commuter rail Planning and programming Transit and specialized transportation Total programs Debt service: Principal Interest Total debt service Capital outlay Total expenditures Excess (deficiency) of revenues over (under) expenditures Other financing sources (uses) Transfers in Total other financing sources (uses) Net change in fund balances Fund balances at beginning of year Fund balances at end of year See notes to required supplementary information General Original Budget $ 3,250,000 $ 2,075,000 16,300 457,500 5,798,800 7,186,600 27,839,600 7,360,300 388,600 42,775,100 Final Budget 3,250,000 $ 9,540,241 16,300 457,500 13,264,041 7,086,300 34,767,686 7,360,300 419,600 49,633,886 17,300 7,700 Actual 3,250,000 $ 2,978,391 74,717 262,692 Variance with Final Budget Positive (Negative) (6,561,850) 58,417 (194,808) 6,565,800 (6,698,241) 5,542,008 1,544,292 23, 386, 736 11, 380, 950 2,308,433 5,051,867 419,103 497 31, 656, 280 17, 977, 606 17,242 58 7,615 85 266,000 43,041,100 25,000 251,000 49,909,886 24,857 143 95,479 155,521 31,776,616 18,133,270 (37,242,300) 35,800,100 35,800,100 $ (1,442,200) $ (36,645,845) 36,079,100 36,079,100 (566,745) (25,210,816) 11,435,029 33,544,726 (2,534,374) 33,544,726 (2,534,374) 8,333,910 $ 8,900,655 10,792,190 $ 19,126,100 67 Riverside County Transportation Commission Schedule of Revenues, Expenditures and Changes In Fund Balance Budget and Actual • Major Special Revenue Funds Year Ended June 30, 2017 Measure A Western County Measure A Coachella Valley Variance with Variance with Final Budget Final Budget Original Final Positive Original Final Positive Budget Budget Actual (Negative) Budget Budget Actual (Negative) Revenues Sales taxes $ 130,136,000 $ 130,136,000 $ 133,004,412 $ 2,868,412 $ 38,462,000 $ 38,462,000 $ 38,054,295 $ (407,705) Transportation Uniform Mitigation Fee 20,000 20,000 - (20,000) Intergovernmental 27,745,400 32,220,253 22,200,714 (10,019,539) Investment income 515,700 515,700 944,087 428,387 35,300 35,300 184,763 149,463 Other 173,000 2,048,500 5,837,790 3,789,290 Total revenues 158,590,100 164,940,453 161,987,003 (2,953,450) 38,497,300 38,497,300 38,239,058 (258,242) Expenditures Current: General government 1,894,900 1,896,000 1,004,744 891,256 Bicycle and pedestrian facilities - CETAP - 1,000,000 580 999,420 Commuter assistance 3,579,900 3,587,500 2,686,073 901,427 Commuter rail 25,846,800 24,454,400 8,528,984 15,925,416 - - - - Highways 268,277,800 269,357,951 225,964,075 43,393,876 30,007,500 30,015,200 14,104,648 15,910,552 Local streets and roads 37,533,500 37,533,500 37,533,508 (8) 13,462,000 13,462,000 13,319,003 142,997 Planning and programming Regional arterials 33,850,400 29,456,200 14,739,703 14,716,497 - - - - Transit and specialized transportation 6,455,200 6,455,200 5,304,855 1,150,345 6,050,000 6,050,000 5,835,696 214,304 Total programs 377,438,500 373,740,751 295,762,522 77,978,229 49,519,500 49,527,200 33,259,347 16,267,853 Capital outlay 1,400,000 5,574,900 5,574,877 23 Total expenditures 378,838,500 379,315,651 301,337,399 77,978,252 49,519,500 49,527,200 33,259,347 16,267,853 Excess (deficiency) of revenues over (under) expenditures (220,248,400) (214,375,198) (139,350,396) 75,024,802 (11,022,200) (11,029,900) 4,979,711 16,009,611 Other financing sources (uses) Debt issuance 100,269,200 100,269,200 143,358,089 43,088,889 Transfers in 147,289,300 147,289,300 74,394,645 (72,894,655) 188,000 188,000 167,159 (20,841) Transfers out (78,843,700) (78,843,700) (58,613,997) 20,229,703 Total other financing sources(uses) 168,714,800 168,714,800 159,138,737 (9,576,063) 188,000 188,000 167,159 (20,841) Net change in fund balances $ (51,533,600) $ (45,660,398) 19,788,341 $ 65,448,739 $ (10,834,200) $ (10,841,900) 5,146,870 $ 15,988,770 Fund balances at beginning of year 201,722,613 42,644,404 Fund balances at end of year $ 221,510,954 $ 47,791,274 See notes to required supplementary information Riverside County Transportation Commission Schedule of Revenues, Expenditures and Changes in Fund Balance Budget and Actual • Major Special Revenue Funds Year Ended June 30, 2017 Transportation Uniform Mitigation Fee Local Transportation Fund Variance with Variance with Final Budget Final Budget Original Final Positive Original Final Positive Budget Budget Actual (Negative) Budget Budget Actual (Negative) Revenues Sales taxes $ $ - $ - $ - $ 85,000,000 $ 85,000,000 $ 88,206,870 $ 3,206,870 Transportation Uniform Mitigation Fee 18,500,000 18,500,000 19,594,829 1,094,829 Intergovernmental - Investment income 124,100 124,100 301,223 177,123 199,100 199,100 322,450 123,350 Other 10,200 10,200 Total revenues 18,624,100 18,624,100 19,906,252 1,282,152 85,199,100 85,199,100 88,529,320 3,330,220 Expenditures Current: General government 12,000 12,000 12,000 - Bicycle and pedestrian facilities - 1,801,000 1,801,000 1,314,932 486,068 CETAP 21,269,200 11,816,800 4,027,524 7,789,276 - Commuter assistance - Commuter rail Highways Local streets and roads - ' • Planning and programming - 637,500 707,200 707,246 (46) Regional arterials 8,965,500 13,333,100 4,316,636 9,016,464 - - Transit and specialized transportation 74,810,000 78,926,847 66,509,432 12,417,415 Total programs 30,234,700 25,149,900 8,344,160 16,805,740 77,260,500 81,447,047 68,543,610 12,903,437 Capital outlay Total expenditures 30,234,700 25,149,900 8,344,160 16,805,740 77,260,500 81,447,047 68,543,610 12,903,437 Excess (deficiency) of revenues over (under) expenditures (11,610,600) (6,525,800) 11,562,092 18,087,892 7,938,600 3,752,053 19,985,710 16,233,657 Other financing sources (uses) Debt issuance • - - - Transfers in 2,234,100 2,234,100 450,864 (1,783,236) - Transfers out (2,484,200) (2,484,200) (1,156,089) 1,328,111 (23,350,000) (23,629,000) (21,627,282) 2,001,718 Total other financing sources(uses) (250,100) (250,100) (705,225) (455,125) (23,350,000) (23,629,000) (21,627,282) 2,001,718 Net change in fund balances $ (11,860,700) $ (6,775,900) 10,856,867 $ 17,632,767 $ (15,411,400) $ (19,876,947) (1,641,572) $ 18,235,375 Fund balances at beginning of year 70,616,683 116,816,853 Fund balances at end of year $ 81,473,550 $ 115,175,281 See notes to required supplementary information Riverside County Transportation Commission Schedule of Proportionate Share of Net Pension Liability Last Ten Fiscal Years June 30, 2017 Fiscal Year 2017 2016 20151 Measurement Date Fiscal Year 2016 2015 2014 Proportion of the net pension liability/(asset) 0.08829% 0.09176% 0.08559% Proportionate share of the net pension liability/(asset) $ 7,639,639 $ 6,298,052 $ 5,325,565 Covered payroll (measurement year) $ 5,287,151 $ 4,792,270 $ 4,316,567 Proportionate share of the net pension liability/(asset) as percentage of covered payroll 144.49% 131.42% 123.38% Plan fiduciary net position as a percentage of the total pension liability 74.06% 78.40% 78.21 % See notes to required supplementary information t Fiscal year 2015 was the first year of implementation, therefore, only three years are shown. Represents most recent data available. 70 Riverside County Transportation Commission Schedule of Pension Contributions Last Ten Fiscal Years' June 30, 2017 Contractually required contribution (actuarially determined) Contributions in relation to the actuarially determined contributions Contribution deficiency (excess) Covered payroll Contributions as a percentage of covered payroll Valuation date Actuarial cost method Amortizations method Remaining amortization period Asset valuation method Inflation Projected salary increases Discount rate Retirement age Mortality Fiscal Year 2017 $ 1,211,922 (1,238,891) $ (26,969) $ 5,536,781 22.38% 6/30/2014 2016 2015' $ 1,101,641 $ 1,044,018 (1,132,393) (1,125,317) $ (30,752) $ (81,299) $ 5,287,151 21.42% 6/30/2013 $ 4,792,270 23,48% 6/30/2012 Entry age normal cost method Level of percentage of payroll 19 years as of valuation date 15 year smoothed market 2,75% 3.30% to 14.20% depending on age, service, and type of employment 7.50% (net of administrative expenses) 55 years RP-2000 Healthy Annuitant Mortality Table See notes to required supplementary information ' Fiscal year 2015 was the first year of implementation, therefore, only three years are shown. Represents most recent data available. 71 Riverside County Transportation Commission Schedule of Changes in the Net OPEB Liability and Related Ratios Last Ten Fiscal Years June 30, 2017 Fiscal Year 2017 1 Measurement date fiscal year 2016 Total OPEB liability Service cost $ 437,000 Interest 338,000 Benefit payments (155,000) Net change in total OPEB liability 620,000 Beginning total OPEB liability 5,291,000 Ending total OPEB liability $ 5,911,000 Plan fiduciary net position Employer contributions $ 634,000 Net invesment income 86,000 Benefit payments (155,000) Administrative expense (2,000) Net change in plan fiduciary net position 563,000 Beginning fiduciary net position 4,672,000 Ending fiduciary net position $ 5,235,000 Ending net OPEB liability $ 676,000 Plan fiduciary net position as a percentage of the total OPEB liability 88,56% Covered payroll (measurement year) $ 5,287,151 Net OPEB liability as a percentage of covered -employee payroll 12.79% See notes to required supplementary information Fiscal year 2017 was the first year of implementation, therefore, only one year is shown. Represents most recent data available. 72 Riverside County Transportation Commission Schedule of OPEB Contributions Last Ten Fiscal Years' June 30, 2017 Actuarially determined contribution Contributions in relation to the actuarially determined contribution Contribution deficiency (excess) Covered payroll Contributions as a percentage of covered -employee payroll Valuation date: Actuarially determined contribution rates are calculated reported. Methods and assumptions used to determine contribution Actuarial cost method Amortization method Amortization period Asset valuation method Inflation Healthcare cost trend rates Salary increases Investment rate of return Retirement age Mortality See notes to required supplementary information Fiscal Year 2017' $ 494,000 666,000 $ (172,000) $ 5,536,781 12.03% as of June 30, two years prior to the end of the fiscal year in which contributions are rates: Entry age normal - level percentage of payroll Level percentage of payroll Eight years Investment gains and losses spread over five-year rolling period 3.00% Non -Medicare: 7.0% for 2017, decreasing to an ultimate rate of 5.0% in 2021 and later years Medicare: 7.2% for 2017, decreasing to an ultimate rate of 5.0% in 2021 and later years 3.00% aggregate 6,75% Classic employees: 50 - 55 Public Employees' Pension Reform Act: 52 - 62 Mortality projected fully generational with Scale MP-14 ' Fiscal year 2017 was the first year of implementation, therefore, only one year is shown. Represents most recent data available. Riverside County Transportation Commission Notes to Required Supplementary Information June 30, 2017 Budgetary Data In February of each year, department heads begin the process of compiling budget data for the upcoming fiscal year. Budget numbers along with supporting documentation are provided to the Chief Financial Officer by March 15. That budget data is compiled and presented to the Executive Director for review and approval and is submitted to the Budget and Implementation Committee at its April meeting. After review by the Budget and Implementation Committee, the proposed budget is scheduled for preliminary review and comment as well as public hearing at the Commission's May meeting. The final budget for the new fiscal year is then adopted by motion of the Board of Commissioners (Board) no later than June 15 of the current year. This appropriated budget covers substantially all Commission expenditures by financial responsibility unit [e.g., General fund and Measure A (for each of the three county areas), Local Transportation Fund, and Transportation Uniform Mitigation Fee special revenue funds] by fund. All appropriated amounts are as originally adopted or as amended by the Commission. Unexpended appropriations lapse at year-end. All budgets are adopted on a basis consistent with generally accepted accounting principles. As adopted by the Board, expenditure activities of the funds with adopted budgets are controlled at the budgetary unit, which is the financial responsibility level, for each function (i.e., administration, programs, intergovernmental distributions, and capital outlay). These functions provide the legal level of budgetary control (i.e., the level at which expenditures cannot legally exceed the appropriated amount). Management has the discretion to transfer the budgeted amounts within the financial responsibility unit according to function. Supplemental budget appropriations were necessary during the year. Pension Plan Schedule of Proportionate Share of Net Pension Liability — The schedule provides the proportion (percentage) of the collective net pension liability, proportionate share (amount) of the collective net pension liability, the Commission's covered - employee payroll, proportionate share (amount) of the collective net pension liability as a percentage of Commission's covered -employee payroll, and the pension plan's fiduciary net position as a percentage of the total pension liability. Schedule of Pension Contributions — The schedule provides the Commission's actuarially determined contributions to the pension plan, the Commission's actual contributions, the difference between the actual and actuarially determined contributions, and a ratio of the actual contributions divided by covered -employee payroll. Postemployment Benefits Other Than Pensions Schedule of Changes in the Net OPEB Liability and Related Ratios — The schedule provides the schedule of changes in the net OPEB liability, the plan fiduciary net position as a percentage of the total OPEB liability, the Commission's covered - employee payroll, and the net OPEB liability as a percentage of covered -employee payroll. Schedule of OPEB Contributions — The schedule provides the Commission's actuarially determined contributions to the OPEB plan, the Commission's actual contributions, the difference between the actual and actuarially determined contributions, and a ratio of the actual contributions divided by covered -employee payroll. 74 Other Supplementary Information Riverside County Transportation Commission Nonmajor Governmental Funds Description Special Revenue Funds Measure A Palo Verde Valley: This fund is used to account for the revenues from sales taxes which are restricted to expenditures for Palo Verde Valley programs and activities. Freeway Service Patrol: This fund is used to record the revenues received from state funds for the purpose of implementing a freeway service patrol for motorists. Service Authority for Freeway Emergencies: This fund is used to record the revenues received from Department of Motor Vehicle user registration fees for the purpose of implementing an emergency call box system for motorists. State Transit Assistance: This fund is used to account for revenues from sales taxes on gasoline restricted for transit projects. Coachella Valley Rail: This fund is used to account for revenues from state funds for the planning and development of the new Coachella Valley/San Gorgonio Pass corridor rail service. SB 132: This fund is used to account for program revenues allocated by the State for the Riverside County Transportation Efficiency Corridor. The program comprises five projects in northwest Riverside County. Other Agency Projects: This fund is used to account for revenues from the Riverside County Regional Park and Open Space District for the interagency cooperative planning and development of projects in the County. 75 Riverside County Transportation Commission Combining Balance Sheet • Nonmajor Governmental Funds June 30, 2017 Special Revenue Service Measure A Freeway Authority Palo Verde Service for Freeway Valley _- - Patrol Emergencies Assets Cash and investments $ 556 $ 769,009 $ 6,551,806 Receivables: Accounts 196,976 1,959,100 485,582 Interest 1,026 15,909 Due from other funds 1,200,000 Total assets $ 197,532 $ 2,729,135 $ 8,253,297 Liabilities and fund balances Liabilities: Accounts payable $ 157,608 $ 425,177 $ 131,107 Due to other funds 39,368 1,391,148 192,499 Other liabilities 2 Total liabilities 196,976 1,816,327 323,606 Fund balances: Restricted for: Commuter rail - Local streets and roads 556 Motorist assistance 912,808 7,929,691 Planning and programming Transit and specialized transportation Unassigned: Total fund balances 556 912,808 7,929,691 Total liabilities and fund balances $ 197,532 $ 2,729,135 $ 8,253,297 76 Assets Cash and investments Receivables: Accounts Interest Due from other funds Total assets Liabilities and fund balances Liabilities: Accounts payable Due to other funds Other liabilities Total liabilities Fund balances: Restricted for: Commuter rail Local streets and roads Motorist assistance Planning and programming Transit and specialized transportation Unassigned: Total fund balances Total liabilities and fund balances Riverside County Transportation Commission Combining Balance Sheet • Nonmajor Governmental Funds June 30,2017 Special Revenue State Coachella Transit Valley Assistance Rail $ 73,523,056 $ 3,142,635 $ 2,671,023 529,198 179,184 7,674 $ 76,373,263 $ 3,679,507 $ $ 940,431 $ 366,655 $ 4,434 SB 132 Other Agency Projects Total Nonmajor Governmental Funds 220,632 $ 84,207,694 2,168 5,844,047 577 204,370 1,200,000 223,377 $ 91,456,111 4,315 $ 34,991 $ 2,060,284 18,739 8,224 1,654,412 2 940,431 • 75,432,832 371,089 3,308,418 75,432,832 3,308,418 $ 76,373,263 $ 3,679,507 $ 23,054 (23,054) (23,054) - $ 43,215 3,714,698 3,308,418 556 8,842,499 180,162 180,162 75,432,832 (23,054) 180,162 87,741,413 223,377 $ 91,456,111 Revenues Sales taxes Intergovernmental Investment Income Other Total revenues Expenditures Current: Commuter rail Highways Local streets and roads Motorist assistance Planning and programming Transit and specialized transportation Total expenditures Excess (deficiency) of revenues over (under) expenditures Other financing sources (uses): Transfers in Transfers out Total other financing sources (uses) Net change in fund balances Fund balances at beginning of year Fund balances at end of year Riverside County Transportation Commission Combining Statement of Revenues, Expenditures, and Changes in Fund Balances Nonmajor Governmental Funds Year Ended June 30, 2017 Special Revenue Measure A Palo Verde Valley $ 1,011,500 $ 1,011,500 1,011,500 Freeway Service Patrol 1,788,652 3,149 624,047 2,415,848 3,360,181 1,011,500 3,360,181 (944,333) - 714,700 - (172,986) 556 $ 556 $ 541,714 Service Authority for Freeway Emergencies State Transit Assistance - $ 6,432,644 2,194,314 29,203 285,320 11,326 2,234,843 6,717,964 817,168 2,695,039 817,168 2,695,039 1,417,675 4,022,925 (895,365) (159,395) (895,365) (159,395) (402,619) 522,310 3,863,530 1,315,427 7,407,381 71,569,302 912,808 $ 7,929,691 $ 75,432,832 Riverside County Transportation Commission Combining Statement of Revenues, Expenditures, and Changes in Fund Balances Nonmajor Governmental Funds Year Ended June 30, 2017 Special Revenue Total Coachella Nonmajor Valley Other Governmental Rail SB 132 Agency Projects Funds Revenues Sales taxes $ - $ - $ $ 7,444,144 Intergovernmental 529,198 4,512,164 Investment income 14,266 23 1,635 333,596 Other - 635,373 Total revenues 543,464 23 1,635 12,925,277 Expenditures Current: Commuter rail 904,419 904,419 Highways 23,077 - 23,077 Local streets and roads 1,011,500 Motorist assistance - 4,177,349 Planning and programming 232,352 232,352 Transit and specialized transportation 2,695,039 Total expenditures 904,419 23,077 232,352 9,043,736 Excess (deficiency) of revenues over (under) expenditures (360,955) (23,054) (230,717) 3,881,541 Other financing sources (uses): Transfers in 159,395 874,095 Transfers out (1,227,746) Total other financing sources (uses) 159,395 - - (353,651) Net change in fund balances (201,560) (23,054) (230,717) 3,527,890 Fund balances at beginning of year 3,509,978 - 410,879 84,213,523 Fund balances at end of year $ 3,308,418 $ (23,054) $ 180,162 $ 87,741,413 Riverside County Transportation Commission Schedule of Revenues, Expenditures and Changes in Fund Balances Budget and Actual—Nonmajor Special Revenue Funds Year Ended June 30, 2017 Measure A Palo Verde Valley Freeway Service Patrol Variance with Variance with Final Budget Final Budget Original Final Positive Original Final Positive Budget Budget Actual (Negative) Budget Budget Actual (Negative) Revenues Sales taxes $ 1,152,000 $ 1,152,000 $ 1,011,500 $ (140,500) $ - $ - $ - $ - Intergovernmental 2,232,000 2,232,000 1,788,652 (443,348) Investment income • 600 600 3,149 2,549 Other 675,000 675,000 624,047 (50,953) Total revenues 1,152,000 1,152,000 1,011,500 (140,500) 2,907,600 2,907,600 2,415,848 (491,752) Expenditures Current: Commuter rail Highways - Local streets and roads 1,152,000 1,152,000 1,011,500 140,500 Motorist assistance - 4,147,800 4,147,900 3,360,181 787,719 Planning and programming • Transit and specialized transportation - Total programs 1,152,000 1,152,000 1,011,500 140,500 4,147,800 4,147,900 3,360,181 787,719 Capital outlay - Total expenditures 1,152,000 1,152,000 1,011,500 140,500 4,147,800 4,147,900 3,360,181 787,719 Excess (deficiency) of revenues over (under) expenditures - (1,240,200) (1,240,300) (944,333) 295,967 Other financing sources (uses) Transfers in 714,700 714,700 714,700 Transfers out (232,700) (232,700) (172,986) 59,714 Total other financing sources (uses) 482,000 482,000 541,714 59,714 Net change in fund balances $ $ - $ - $ (758,200) $ (758,300) (402,619) $ 355,681 Fund balances at beginning of year 556 1,315,427 Fund balances at end of year $ 556 $ 912,808 80 Revenues Sales taxes Intergovernmental Investment income Other Total revenues Expenditures Current: Commuter rail Highways Local streets and roads Motorist assistance Planning and programming Transit and specialized transportation Total programs Capital outlay Total expenditures Excess (deficiency) of revenues over (under) expenditures Other financing sources (uses) Transfers in Transfers out Total other financing sources (uses) Net change in fund balances Fund balances at beginning of year Fund balances at end of year Riverside County Transportation Commission Schedule of Revenues, Expenditures and Changes in Fund Balances Budget and Actual—Nonmajor Special Revenue Funds, Continued Year Ended June 30, 2017 Service Authority for Freeway Emergencies State Transit Assistance Original Final Budget Budget Variance with Final Budget Positive Actual (Negative) $ - $ - $ - $ - 2,010,500 2,010,500 2,194,314 183,814 14,700 14,700 29,203 14,503 7,000 7,000 11,326 4,326 2,032,200 2,032,200 2,234,843 202,643 1,595,200 1,595,100 817,168 777,932 1,595,200 1,595,100 817,168 777,932 1,595,200 1,595,100 817,168 777,932 Original Final Budget Budget $ 10,821,600 $ 10,821,600 $ 146,800 146,800 Variance with Final Budget Positive Actual (Negative) 6,432,644 $ (4,388,956) 285,320 138,520 10,968,400 10,968,400 6,717,964 (4,250,436) 21,215,800 21,231,000 2,695,039 18,535,961 21,215,800 21,231,000 2,695,039 18,535,961 21,215,800 21,231,000 2,695,039 18,535,961 437,000 437,100 1,417,675 980,575 (10,247,400) (10,262,600) 4,022,925 14,285,525 (876,200) (876,200) (895,365) (19,165) (876,200) (876,200) (895,365) (19,165) (165,000) (165,000) (159,395) (165,000) (165,000) (159,395) 5,605 5,605 $ (439,200) $ (439,100) 522,310 $ 961,410 $ (10,412,400) $ (10,427,600) 3,863,530 $ 14,291,130 7,407,381 71,569,302 $ 7,929,691 $ 75,432,832 Riverside County Transportation Commission Schedule of Revenues, Expenditures and Changes in Fund Balances Budget and Actual—Nonmajor Special Revenue Funds, Continued Year Ended June 30, 2017 Coachella Valley Rail SB 132 Variance with Variance with Final Budget Final Budget Original Final Positive Original Final Positive Budget Budget Actual (Negative) Budget Budget Actual (Negative) Revenues Sales taxes $ - $ - $ - $ - $ $ $ - $ Intergovernmental 2,900,000 2,900,000 529,198 (2,370,802) Investment income 800 800 14,266 13,466 23 23 Other - - Total revenues 2,900,800 2,900,800 543,464 (2,357,336) 23 23 Expenditures Current: Commuter rail 6,216,600 6,216,600 904,419 5,312,181 - - Highways 23,300 23,077 223 Local streets and roads - - Motorist assistance Planning and programming - Transit and specialized transportation Total programs 6,216,600 6,216,600 904,419 5,312,181 23,300 23,077 223 Capital outlay Total expenditures 6,216,600 6,216,600 904,419 5,312,181 - 23,300 23,077 223 Excess (deficiency) of revenues over (under) expenditures (3,315,800) (3,315,800) (360,955) 2,954,845 - (23,300) (23,054) 246 Other financing sources (uses) Transfers in 165,000 165,000 159,395 (5,605) Transfers out Total other financing sources (uses) 165,000 165,000 159,395 (5,605) Net change in fund balances Fund balances at beginning of year Fund balances at end of year $ (3,150,800) $ (3,150,800) (201,560) $ 2,949,240 $ - $ (23,300) (23,054) $ 246 3,509,978 $ 3,308,418 $ (23,054) Riverside County Transportation Commission Schedule of Revenues, Expenditures and Changes in Fund Balances Budget and Actual—Nonmajor Special Revenue Funds, Continued Year Ended June 30, 2017 Other Agency Projects Variance with Final Budget Original Final Positive Budget Budget Actual (Negative) Revenues Sales taxes $ - $ - $ - $ Intergovernmental 4,588,300 4,588,300 (4,588,300) Investment income 1,300 1,300 1,635 335 Other - Total revenues 4,589,600 4,589,600 1,635 (4,587,965) Expenditures Current: Commuter rail Highways Local streets and roads Motorist assistance Planning and programming 4,588,300 4,588,300 232,352 4,355,948 Transit and specialized transportation Total programs 4,588,300 4,588,300 232,352 4,355,948 Capital outlay Total expenditures 4,588,300 4,588,300 232,352 4,355,948 Excess (deficiency) of revenues over (under) expenditures 1,300 1,300 (230,717) (232,017) .. Other financing sources (uses) Transfers in Transfers out Total other financing sources (uses) Net change in fund balances $ 1,300 $ 1,300 (230,717) $ (232,017) Fund balances at beginning of year 410,879 Fund balances at end of year $ 180,162 Revenues Intergovernmental Investment income (loss) Total revenues Expenditures Current: Highways Total programs Debt service: Principal Interest Cost of issuance Payment to escrow agent Total debt service Total expenditures Excess (deficiency) of revenues over (under) expenditures Other financing sources (uses) Debt issuance Premium on debt issuance Transfers in Transfers out Total other financing sources (uses) Net change in fund balances Fund balances at beginning of year Fund balances at end of year (35,186,500) (35,186,500) (7,186,500) (7,186,500) $ (7,367,500) $ (48,367,500) Original Budget 182,700 182,700 Riverside County Transportation Commission Schedule of Revenues, Expenditures and Changes In Fund Balances Budget and Actual —Capital Projects Funds Year Ended June 30, 2017 Capital Projects Funds Commercial Paper Bonds Final Budget Actual Variance with Final Budget Positive (Negative) - $ - $ 182,700 1,798,873 182,700 1,798,873 (9,100) 20,990,900 (9,100) 20,990,900 372,800 10,292,000 10,292,000 20,000,000 20,000,000 372,800 73,357 Original Final Budget Budget Actual $ - $ - $ - $ 1,616,173 258,800 258,800 595,888 1,616,173 258,800 595,888 10,698,900 10,698,900 299,443 13,200 13,200 13,199 - 9,100 654,100 654,007 - 63,900,000 63,900,000 Variance with Final Budget Positive (Negative) 337,088 337,088 372,800 20,372,800 20,073,357 299,443 363,700 41,363,700 (181,000) (41,181,000) 22,300 64,567,300 64,567,206 1 93 94 30,365,357 10,998,343 22,300 64,567,300 64,567,206 (28,566,484) 12,614,516 (22,300) (64,308,500) (63,971,318) 28,000,000 28,000,000 30,000,000 2,000,000 75,225,000 75,225,000 76,140,000 - 8,414,007 20,000,000 20,000,000 29,501,900 29,501,900 32,040,759 (16,514,717) 18,671,783 (97,594,400) (97,594,400) (81,229,347) 33,485,283 40,671,783 7,132,500 7,132,500 35,365,419 94 337,182 915,000 8,414,007 2,538,859 16,365,053 28,232,919 4,918,799 $ 53,286,299 $ 7,110,200 $ (57,176,000) (28,605,899) $ 28,570,101 42,033,114 93,265,967 $ 46,951,913 $ 64,660,068 84 Revenues Intergovernmental Investment income (loss) Total revenues Expenditures Current: Highways Total programs Debt service: Principal Interest Cost of issuance Payment to escrow agent Total debt service Total expenditures Excess (deficiency) of revenues over (under) expenditures Other financing sources (uses) Debt issuance Premium on debt issuance Transfers in Transfers out Total other financing sources (uses) Net change in fund balances Fund balances at beginning of year Fund balances at end of year Riverside County Transportation Commission Schedule of Revenues, Expenditures and Changes in Fund Balances Budget and Actual —Debt Service Fund Year Ended June 30, 2017 Debt Service Fund Variance with Final Budget Original Final Positive Budget Budget Actual (Negative) $ 2,767,000 $ 2,767,000 $ 2,776,347 $ 9,347 346,000 346,000 (72,423) (418,423) 3,113,000 3,113,000 2,703,924 (409,076) 8,100,000 45,529,800 53,629,800 8,100,000 7,300,000 800,000 45,529,800 44,589,982 939,818 53,629,800 51,889,982 1,739,818 53,629,800 53,629,800 51,889,982 1,739,818 (50,516,800) (50,516,800) 22,656,900 (2,955,000) 19,701,900 (30,814,900) $ (49,186,058) 1,330,742 22,656,900 21,241,611 (1,415,289) (2,955,000) (28,389,093) (25,434,093) 19,701,900 (7,147,482) (26,849,382) (30,814,900) (56,333,540) $ (25,518,640) 78,316,055 21,982,515 Riverside County Transportation Commission Schedule of Expenditures for Local Streets and Roads by Geographic Area • All Special Revenue Funds Year Ended June 30, 2017 Western County: City of Banning $ 550,506 City of Beaumont City of Calimesa 154,482 City of Canyon Lake 173,002 City of Corona 3,937,522 City of Eastvale 1,251,132 City of Hemet 1,651,310 City of Jurupa Valley 1,889,517 City of Lake Elsinore 1,275,832 City of Menifee 1,619,512 City of Moreno Valley 3,816,753 City of Murrieta 2,292,091 City of Norco 640,604 City of Perris 1,471,414 City of Riverside 7,257,448 City of San Jacinto 833,363 City of Temecula 2,919,856 City of Wildomar 601,837 Riverside County 5,197,327 37,533,508 Coachella Valley: City of Cathedral City 1,456,494 City of Coachella 599,853 City of Desert Hot Springs 464,468 City of Indian Wells 230,909 City of Indio 1,860,452 City of Palm Desert 2,651,936 City of Palm Springs 2,000,872 City of Rancho Mirage 871,342 Riverside County 1,738,171 Coachella Valley Association of Governments, including $722,253 due to City of La Quinta 1,444,506 Palo Verde Valley: City of Blythe Riverside County 13,319,003 822,989 188,511 1,011,500 Total local streets and roads expenditures $ 51,864,011 86 Riverside County Transportation Commission Schedule of Expenditures for Transit and Specialized Transportation by Geographic Area and Source - All Special Revenue Funds Year Ended June 30, 2017 Western County: Blindness Support Services, Inc. Boys and Girls Club of Southwest County Care -A -Van Care Connexxus City of Banning City of Beaumont City of Corona City of Norco City of Riverside Community Connect Friends of the Moreno Valley Senior Citizens Forest Folk Independent Living Partnership Inland Aids Project Operation Safe House Riverside County Regional Medical Center Riverside County Department of Mental Health Riverside Transit Agency United States Veterans Initiative Voices for Children Other Coachella Valley: SunLine Transit Agency Palo Verde Valley: Palo Verde Valley Transit Agency Total transit and specialized transportation expenditures Sales Taxes Measure A Local Transportation Fund State Transit Assistance Total $ 65,859 $ 175,868 352,161 238,983 60,000 277,660 68,376 52,000 373,880 33,722 30,572 305,000 196,576 2,794,332 43,305 92,369 144,192 5,304,855 5,835,696 5,835,696 1,487,101 2,708,188 1,895,510 3,604,996 37,215,594 46,911,389 18,745,493 18,745,493 852,550 $ 65,859 175,868 352,161 238,983 1,487,101 207,349 2,915,537 159,210 2,054,720 60,000 258,847 3,863,843 277,660 68,376 52,000 373,880 33,722 30,572 305,000 196,576 887,607 40,897,533 43,305 92,369 13,827 158,019 1,526,840 53,743,084 1,100,417 25,681,606 1,100,417 25,681,606 67,782 920,332 852,550 67,782 920,332 $11,140,551 $ 66,509,432 $ 2,695,039 $ 80,345,022 87 Riverside County Transportation Commission Schedule of Uses of Debt Proceeds and Fund Balances Year Ended June 30, 2017 Special Revenue Capital Projects Commercial Paper Sales Tax Revenue Toll Revenue TIFIA Loan Notes Bonds Bonds 91 Project I.15 Express Lanes, advance advance agreements, agreements, and and other other 91 Project Total Revenues Investment income $ S 1,798,873 $ 518,174 $ 77,714 $ 2,394,761 Total revenues 1,798,873 518,174 77,714 2,394,761 Expenditures Highways — design -build 143,358,089 143,358,089 Swap termination payment - 10,292,000 10,292,000 Debt service 20,073,357 64,554,007 84,627,364 Total expenditures 143,358,089 30,365,357 64,554,007 - 238,277,453 Excess (deficiency) of revenues over (under) expenditures (143,358,089) (28,566,484) (64,035,833) 77,714 (235,882,692) Other financing sources (uses) Debt issuance 143,358,089 30,000,000 76,140,000 - 249,498,089 Premium - 8,414,007 8,414,007 Transfers In Retirement of outstanding commercial paper notes 20,000,000 - - 20,000,000 91 Project equity contribution 29,501,918 - 29,501,918 Excess earnings 2,525,642 2,525,642 Transfers out Debt service on advance agreements (3,525,253) (3,525,253) Excess earnings to offset debt service (410,943) (410,943) Retirement of commercial paper notes (20,000,000) - • (20,000,000) 91 Express Lanes operations and maintenance (3,137,666) (3,137,666) Requisitions to reimburse Commission funds Salaries and benefits - (456,862) (70) (456,932) Professional services (4,236,970) (2,125,037) (537,197) (6,899,204) Support services (14,462) (186,386) (40,510) (241,358) Program operations (396,007) (708,088) (168,481) (1,272,576) Engineering - (338,716) (70) (338,786) Construction - (5,646,499) (10,079,381) (15,725,880) Right of way (87,495) (6,284,311) (1,074,004) (7,445,810) Design -build (7,915,814) (22,804,052) (7,177,224) (37,897,090) Other (143,466) (249,100) (392,566) Total other financing sources (uses) 143,358,089 33,485,283 55,290,211 (19,937,991) 212,195,592 Net change in fund balance 4,918,799 (8,745,622) (19,860,277) (23,687,100) Fund balances at beginning of year 42,033,114 72,278,136 20,987,831 135,299,081 Fund balances at end of year $ $ 46,951,913 $ 63,532,514 $ 1,127,554 $ 111,611,981 88 RIVERSIDE COUNTY TRANSPORTATION COMMISSION Statistical Section Intentionally left blank Riverside County Transportation Commission Statistical Section Overview This part of the Riverside County Transportation Commission's comprehensive annual financial report presents detailed information as a context for understanding what the information in the financial statements, note disclosures, and required supplementary information says about the Commission's overall financial health. Financial Trends: These schedules contain trend information to help the reader understand how the government's financial performance and well-being have changed over time. The schedules include: Net Position By Component Changes in Net Position Fund Balances of Governmental Funds Changes in Fund Balances of Governmental Funds Revenue Capacity: These schedules contain information to help the reader assess the government's most significant local revenue source, the Measure A sales tax. These schedules include: Sources of County of Riverside Taxable Sales by Business Type Direct and Overlapping Sales Tax Rates Principal Taxable Sales Generation by City Measure A Sales Tax Revenues by Program and Geographic Area Measure A Sales Tax by Economic Category Debt Capacity: These schedules present information to help the reader assess the affordability of the government's current levels of outstanding debt and the government's ability to issue additional debt in the future. These schedules include: Pledged Revenue Coverage Ratios of Outstanding Debt by Type Computation of Legal Debt Margin Demographic and Economic Information: These schedules offer demographic and economic indicators to help the reader understand the environment within which the government's financial activities take place. These schedules include: Demographic and Economic Statistics for the County of Riverside Employment Statistics by Industry for the County of Riverside Operating Information: These schedules contain service and infrastructure data to help the reader understand how the information in the government's financial report relates to the services the government provides and the activities it performs. These schedules include: Full-time Equivalent Employees by Function/Program Operating Indicators Capital Asset Statistics by Program 89 RIVERSIDE COUNTY TRANSPORTATION COMMISSION Riverside County Transportation Commission Primary Government Net Position by Component Last Ten Fiscal Years (Accrual Basis) Fiscal Year 2017 2016 2015 2014 2913 2012 2011 2010 2009 2008 Governmental activities: Net Investment in capital assets 5 377,309,766 $ 389,646,370 $ 509,106,481 $ 381,796,683 5 $ 336,834,025 $ 327,277,502 $ 341,912,094 4 $ 294,218,263 3 $ 266,647,382 2 $ 207,478,034 t Restricted 596,214,012 615,457,192 578,207,942 642,385,244 619,089,707 572,183,941 587,098,179 549,781,414 505,474,075 521,711,172 Unrestricted (deficit) (538,356,445) (668,395,594) (623,769,876) (470,327,554) (216,162,697) (215,929,362) (293,146,251) (229,888,408) (205,658,986) (149,004,964) Total governmental activities net position $ 435,167.333 $ 336 707 968 1' 463,544.547 6 $ 553,854,373 $ 739,761,035 $ 683,532,081 $ 635,8E4,022 $ 614,111,269 $ 566,462,471 $ 580,1E4,242 Business -type activities: Net Investment in capital assets $ (301,737,495) Restricted 242134,144 Unrestricted (deficit) $ (234,075,489) Total business -type activities net position $ (293,678,8413) r Source: Finance Department Net investment in capital assets increased in 2008 primarily as a result of right of way purchases related to the Mid County Parkway project 2 Net investment in capital assets increased in 2009 primarily as a result of right of way purchases related to the Mid County Parkway project, the planning and development of toll projects, and the construction of a multimadal transit facility and a commuter rail station parking structure. 3 Net investment in capital assets increased in 2010 primarily as a result of the planning and development of toll projects and the completion of construction of the Perris Transit Center and North Main Corona station parking structure. ' Net investment in capital assets increased in 2011 primarily as a result of the planning and development of toll projects and right of way acquisdon for the 91 Project and Perris Valley Line extension project 6 Net investment in capital assets increased in 2014 primarily as a result of construction related to the Perris Valley Line project s In FY 2015, the Commission implemented GASB Statement No. 68, Accounting and Financial Reporting for Pensions, and GASB Statement No. 71, Pension Transition for Contributions Made Subsequent to the Measurement Date - An Amendment of GASB Statement No. 68. Prior year amounts in this presentation have not been revised to reflect this change. In FY 2017, the Commission reached substantial completion on the 91 Project and in March 2017 the RCTC 91 Express Lanes opened to motorists. $1200,000,000 $1,000,000,000 $800,000,000 $600,000,000 $400,000,000 $200,000,000 $- $(200,000,000) $(400,000,000) $(600,000,000) Govemmental Activities Net Position by Component :3.2 201'. '0 2009 . Unrestricted (deficR) O Restricted U Net Investment in capital assets $300,000,000 $200,000,000 6100,000,000 5- $(100,000,000) $(200,000,000) 6(300,000,000) Business -type Activities Net Position by Component OResficted ENet Investment in capital assets 90 Riverside County Transportation Commission Changes in Primary Government Net Position Last Ten Fiscal Years (Accrual Basis) Expenses Governmental activities: General government Bicycle and pedestrian projects CETAP Commuter assistance Commuter rail Highways Local streets and roads Motorist assistance Planning and programming Right of way management Regional arterials Transit and specialized transportation Interest expense Total governmental activities expenses Business -type activities: RCTC 91 Express Lanes Total primary government expenses Program Revenues Governmental activities: Charges for services Commuter assistance Commuter rail Right of way management Highways Motorist assistance Planning and programming Other Operating grants and contributions Capital grants and contributions Total governmental activities program revenues Business -type activities: Charges for services RCTC 91 Express Lanes Operating grants and contributions Capital grants and contributions Total business -type activities program revenues Total primary government revenutes Net Revenues (Expenses) Governmental activities Business -type activities Total primary government net expense General Revenues and Other Changes in Net Position Governmental activities: Measure A sales taxes Transportation Development Act sales taxes Unrestricted investment earnings Other miscellaneous revenue Gain on sale of capital assets Transfers Total governmental activities Business -type activities: Unrestricted investment earnings Transfers Total business -type activities Total primary government Changes In Net Position Governmental activities Business -type activities Total primary government Fiscal Year Ended June 30 2017 2 2016 2015 2014 2013 $ 7,258,051 $ 6,614,285 $ 7,402,725 $ 6,994,832 $ 6,959,827 1,314,932 212,547 1,747,090 1,065,476 956,308 2,489,440 1,871,426 4,130,374 2,195,074 954,700 2,658,782 2,615,610 2,914,990 3,171,842 2,904,048 38,964,217 41,449,269 20,455,178 17,255,402 23,531,252 264,283,974 245,668,543 228,857,938 339,194,681 59,604,916 51,864,011 49,826,564 48,615,708 46,677,580 44,594,891 4,164,892 4,149,320 4,314,601 3,498,420 3,563,581 3,141,759 3,965,071 3,064,115 3,216,441 3,725,703 19,040,012 23,095,562 21,010,980 23,886,840 17,047,135 80,724,591 70,611,967 86,712,958 78,723,898 55,659,188 49,214,579 53,558,472 50,037,270 52,939,762 15,364,677 525,119,240 503,638,636 479,263,927 578,820,248 234,866,226 13,260,254 $ 538,379,494 $ 503,638,636 $ 479,263,927 $ 578,820,248 $ 234,866,226 $ $ 250,416 635,373 447 35,611,287 16,451,903 52,949,426 10,123,572 1,723 10,125,295 63,074,721 97,964,193 128,816,640 134,238,853 52,399,068 $ - $ 255,847 786,869 90,655 1,076,751 21,307 421 450 42,568,860 57,784,238 54,062,314 70,133,121 97,964,193 128,816,640 297,911 $ 1,500 107,194 412,535 796,385 15,026 13,915 999 14,873 61,767,456 46,567,900 71,744,926 4,897,301 134,238,853 52,399,068 (472,169,814) (405,674,443) (350,447,287) (444,581,395) (182,467,158) (3,134,959) $ (475,304,773) $ (405,674,443) $ (350,447,287) $ (444,581,395) $ (182,467,158) 175,320,207 $ 167,630,239 $ 163,092,776 $ 156,355,894 $ 149,428,124 94,639,514 97,134,594 94,816,814 91,953,554 86,999,018 4,262,323 8,383,732 6,060,400 9,794,662 1,664,789 5,859,819 4,950,964 1,643,078 556,049 604,181 - 738,335 14,574 290,547,316 - - 570,629,179 278,837,864 265,613,068 258,674,733 238,696,112 3,435 (290,547,316) (290,543,881) $ 280,085,298 $ 278,837,864 $ 265,613,068 $ 258,674,733 $ 238,696,112 $ 98,459,365 $ (126,836,579) $ (84,834,219) $ (185,906,662) $ 56,228,954 (293,678,840) $ (195,219,475) $ (126,836,579) $ (84,834,219) $ (185,906,662) $ 56,228,954 Source: Finance Department 1 In FY 2015 the Commission implemented GASB Statement No. 68, Accounting and Financial Reporting for Pensions, and GASB Statement No. 71, Pension Transition for Contributions Made Subsequent to the Measurement Date - An Amendment of GASB Statement No. 68. Prior year amounts In this presentation have not been revised to reflect this chancre, 2 In FY 2017 the Commission reached substantial completion on the 91 Project and In March 2017 the RCTC 91 Express Lanes opened to motorists. Additionally, the Commission early Implemented GASB Statement No. 75, Accounting and Financial Reporting for Post -Employment Benefits Other Than Pensions , and GASB Statement No. 85, Omnibus 2017. 91 Riverside County Transportation Commission Changes in Primary Government Net Position, Continued Last Ten Fiscal Years (Accrual Basis) Fiscal Year Ended June 30 2012 4 2011 2010 2009 2008 Expenses Governmental activities: General government $ 7,780,478 $ 8,453,876 $ 7,024,517 $ 5,525,963 $ 5,299,048 Bicycle and pedestrian projects 1,389,567 1,940,499 317,048 2,747,151 1,436,710 CETAP 4,464,387 5,490,993 2,362,393 4,832,008 8,017,024 Commuter assistance 3,193,172 2,868,630 3,266,834 5,199,032 3,464,834 Commuter rail 21,480,248 27,792,375 20,644,634 16,038,028 14,832,473 Highways 72,341,578 40,113,092 24,828,958 143,532,009 59,988,334 Local streets and roads 40,127,890 36,856,925 34,258,313 45,661,155 54,520,115 Motorist assistance 3,846,245 3,530,695 2,987,136 2,623,184 3,983,252 Planning and programming 3,924,413 4,683,272 5,321,121 10,126,142 7,931,869 Right of way management - ' 1,270,487 1,428,066 1,399,316 551,960 Regional arterials 5,816,666 29,362,894 26,371,339 20,948,530 31,131,731 Transit and specialized transportation 51,221,772 44,699,650 43,820,225 77,417,741 83,927,945 Interest expense 15,221,031 11,799,586 7,099,038 9,515,282 6,281,232 Total governmental activities expenses 230,807,447 218,862,974 179,629,622 345,565,541 281,366,527 Business -type activities: RCTC 91 Express Lanes Total primary government expenses $ 230,807,447 $ 218,862,974 $ 179,629,622 $ 345,565,541 $ 281,366,527 Program Revenues Governmental activities: Charges for services Commuter assistance $ - $ $ $ - $ Commuter rail 145,735 2,525,314 352,826 Right of way management 184,010 196,527 421,738 507,298 Highways - Motorist assistance 19,778 Planning and programming - - - Other - 27,681 - 46 2,331 Operating grants and contributions 54,641,955 39,886,648 23,130,456 90,280,426 28,391,787 Capital grants and contributions 5,228,621 9,199,268 12,257,099 25,321,886 9,742,280 Total governmental activities program revenues 60,016,311 49,297,607 35,584,082 118,569,188 38,996,522 Business -type activities: Charges for services RCTC 91 Express Lanes Operating grants and contributions Capital grants and contributions Total business -type activities program revenues Total primary government revenutes 60,016,311 49,297,607 35,584,082 118,569,188 38,996,522 Net Revenues (Expenses) Governmental activities (170,791,136) (169,565,367) (144,045,540) (226,996,353) (242,370,005) Business -type activities Total primary government net expense $ (170,791,136) $ (169,565,367) $ (144,045,540) $ (226,996,353) $ (242,370,005) General Revenues and Other Changes In Net Position Governmental activities: Measure A sales taxes $ 134,984,307 $ 123,439,833 $ 114,526,254 $ 119,688,289 $ 142,537,548 Transportation Development Act sales taxes 80,044,131 60,772,795 69,499,841 77,920,485 93,042,150 Unrestricted Investment earnings 4,196,452 4,411,122 5,987,921 14,211,197 25,055,456 Other miscellaneous revenue 1,287,981 2,694,370 1,680,322 1,454,611 1,665,674 Gain on sale of capital assets Transfers Total governmental activities 220,512,871 191,318,120 191,694,338 213,274,582 262,200,828 Business -type activities: Unrestricted investment earnings Transfers Total business -type activities Total primary government $ 220,512,871 $ 191,318,120 $ 191,694,338 $ 213,274,582 $ 262,200,828 Changes in Net Position Governmental activities Business -type activities Total primary government Source: Finance Department $ 49,721,735 $ 21,752,753 $ 47,648,798 $ (13,721,771) $ 19,830,823 $ 49,721,735 $ 21,762,753 $ 47,648,798 $ (13,721,771) $ 19,830,823 9 Right of way expenditures were classified as highways or commuter rail expenditures beginning In 2012. 4 In FY 2012 the Commission implemented GASB Statement No. 65, Items Previously Reported as Assets and Liabilities. Prior year amounts in this presentation have not been revised to reflect this change. 92 $700,000,000 $600,000,000 $500,000,000 $400,000,000 $300,000,000 $200,000,000 $100,000,000 $- $450,000,000 $400,000,000 $350,000,000 $300,000,000 $250,000,000 $200,000,000 $150,000,000 $100,000,000 $50,000,000 $- Riverside County Transportation Commission Changes in Primary Government Net Position (Continued) Last Ten Fiscal Years Expenses by Function 2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 Revenues by Source 2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 ® Toll operations ■ Interest expense ® Transit and specialized transportation ORegional arterials ■ Right of way management ■ Planning and programming o Motorist assistance ■ Local streets and roads o Highways ■ Commuter rail El Commuter assistance © CETAP ■ Bicycle and pedestrian facilities ■ General government ■ Gain on sale of capital assets, net IR Other miscellaneous revenue o Unrestricted investment earnings ■ Transportation Development Act sales taxes ® Measure A sales taxes GI Capital grants and contributions ® Operating grants and contributions o Charges for services 93 Riverside County Transportation Commission Fund Balances of Govemmental Funds Last Ten Fiscal Years (Modified Accrual Basis) Fiscal Year 2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 GENERAL FUND General fund: Nonspendable $ 232,759 $ 192,235 $ 255,446 $ 257,721 $ 194,794 $ 157,957 $ 143,397 $ 253,819 Restricted 16,321,159 7,143,844 5,680,411 5,073,685 7,412,686 8,114,440 7,110.013 7,266,584 ' Committed - - - - 1,606,976 ' Assigned 2572182 3,456,111 4,246,940 5,258,703 5,232,871 5,412,830 6,270,944 4,134,059 ' Total general fund $ 19,126,100 $ 10,792,190 10,182,797 $ 10,590,109 $ 12,840,351 $ 13,685,227 $ 13,524,354 $ 13,261,438 General fund: Reserved $ 6,756,708 $ 6,886,986 Unreserved 3,348,711 3,238,251 Total general fund $ 10,105,419 $ 10,125,237 ALL OTHER GOVERNMENTAL FUNDS All other govemmental funds: Nonspendable $ 9,162,068 $ 10,848,614 $ 21,510,571 $ 31,978,235 $ 3,274,483 $ 1,481,319 $ 5,389,775 $ 2,554,136 Restricted 678,147,954 718,780,598 772,109,076 988,908,077 606,072,061 560,412,373 570,450,515 535,752,354 ' Unassigned (23,054) - - - - Total all other govemmental funds $ 687,286,968 $ 729,629,212 $ 793,619,647 $ 1,020,886,312 $ 609,346,544 $ 561 893 392 $ 575.840 290 $ 538 306 490 All other govemmental funds: Reserved $ 487,425,652 $ 520,874,643 Unreserved, reported in: Special revenue funds 8,289,036 7,297,744 Capital projects funds Total all other govemmental funds Source: Finance Department (49 576 636) (7,253,535) $ 446,138,052 $ 520,918,857 ' In FY 2010 the Commission implemented GASB Statement No. 54, Fund Balance Reporting and Governmental Fund Type Definitions. Prior year amounts in this presentation have not been revised to reflect this change. 94 Riverside County Transportation Commission Changes in Fund Balances of Govemmental Funds Last Ten Fiscal Years (Modified Accrual Basis) Fiscal Year 2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 Revenues Sales taxes $ 269,959,721 $ 264,764,833 $ 257,909,590 $ 248,309,448 $ 236,427,142 $ 215,028,438 $ 184,212,628 $ 184,026,095 $ 197,608,774 $ 235,579,698 Transportation Uniform Mitigation Fee 19,594,M 19,831,327 17,400,782 11,284,394 12,421,110 8,116,420 9,157,863 8,618,231 10,957,420 14,556,029 Intergovernmental 32,467,616 76,821,362 110,515,661 122,4436,605 38,817,347 51,516,775 40,012,488 26,769,324 105,512,656 22,249,107 Investment income 4,483,174 8,592,753 6,258,226 9,979,912 1,769,709 4,308,395 4,524,219 5,663,178 13,567,938 23,744,305 Vehicle registration user fees - - - - 1,677,374 1,684,088 Other 6,746,055 7,235,6443 2,542,359 1,282,520 1,540,542 1,430,195 2878,380 1,853,641 1,876,349 2,072,972 Total revenues 333,251,395 377,305,923 394,626,618 393,342,879 290,975,850 280,400,223 240,785,578 226,930,469 331,200,511 299,886,199 Expenditures Current: General Govemment 6,558,752 6,514,255 7,302,325 6,991,303 6,692,187 7,586,207 8,340,263 6,920,479 5,368,677 5,290,616 Programs: Bicycle and pedestrian facilities 1,314,932 233,815 1,747,090 1,065,476 956,308 1,3139,567 1,940,499 317,048 2,747,151 1,436,710 CEfAP 4,028,104 5,249,516 4,135,996 6,509,915 954,700 4,464,387 5,490,993 2,362,393 35,809,396 21,098,240 Commuter assistance 2,685,073 2,648,632 2,891,431 3,136,150 2,866,356 3,157,480 2,816,392 3,228,709 5,155,263 3,377,881 Commuter rail 32,820,139 95,717,909 112,424,851 68,072,414 27,118,480 39,870,670 35,482,511 33,733,888 40,704,106 21,470,133 Highways 250,383,800 372,657,029 325,128,109 299,398,122 118,750,336 111,049,502 75,011,698 45,698,211 165,100,551 65,697,249 Local streets and roads 51,864,011 49,826,564 48,615,815 46,677,580 44,594,891 40,127,890 36,856,925 34,258,313 45,661,155 54,520,115 Motorist assistance 4,177,349 4,159,520 4,317,961 3,498,420 3,563,581 3,846,245 3,530,695 2,987,136 2,623,184 3,983,252 Planning and programming 3,248,031 4,090,731 3,0,39,358 3,204,073 3,712,596 3,913,520 4,674,397 2,987,136 9,193,944 6,939,409 Right of way management - - - - - ` 1,270,487 1,428,066 1,399,316 551,960 Regional arterials 19,056,339 23,111,109 21,016,097 23,886,840 17,047,135 5,816,666 29,362,894 26,371,339 20,948,530 59,841,509 Transit and specialized transportation 80,764,125 70,652,804 86,725,394 78,723,898 55,659,188 51,221,772 44,699,650 43,820,225 77,417,741 83,927,945 Debt service: Principal 27,317,242 7,814,176 7,411,654 67,112,884 6,824,654 46,523,931 109,607,230 57,738,548 33,646,475 141,870,003 Interest 44,684,153 45,620,922 45,913,275 43,410,203 15,404,719 15,008,695 11,296,268 5,240,307 12026,942 6,657,569 Cost of Issuance 654,007 - 7,050,855 - 1,493,196 675,464 1,261,668 Payment to escrow agent 63,900,000 - - - Intergovemmental distributions - - - 975,833 992,460 Capital outlay 5,670,356 1,182,209 475,334 143,888 220,443 209,716 147,297 124,080 1,055,997 335,023 Total expenditures 599,127,413 689,479,190 671,204,690 658,882,021 304,367,574 334,186,248 372,021,395 270,216,452 459,834,261 479,251,739 Excess (deficiency) of revenues over(under)expenditures (265,876,018) (312173,267) (276,578,072) (265,539,142) (13,391,724) (53,786,025) (131,235,817) (43,285,983) (128,633,750) (179,365,540) Other financing sources (uses): Sales of capital assets - Capital lease - - 117,127 Debt issuance 249,498,089 248,792225 48,904,095 638,854,602 60,000,000 40,000,000 170,000,000 268,284,000 53,716,000 160,249,021 Discount on debt issuance - (2,433,315) (967,467) (278,685) Premium on debt issuance 8,414,007 38,328,775 - Payment to refunded bond escrow agent - - - (129,394,875) - Transfers in 182,713,859 162,708,720 232,626,156 481,987,735 133,D65,312 123,977,167 185,354,839 104,833,227 33,466,298 164,063,070 Transfers out (208,758,271) (162,708,720) (232,626,156) (481,987,735) (133,065,312) (123,977,167) (185,354,839) (104,833,227) (33,466,298) (164,1363,070) Total other financing sources (uses) 231,867,684 248,792,225 48,904,095 674,750,062 60,000,000 40,000,000 169,032,533 138,610,440 53,833,127 160,249,021 Net change in fund balances $ (34,008,334) $ (63-381,042) $ (227 673 977) $ 409.210,920 $ 46.608276 $ (13 786 025) $ 37,796,716 $ 95,324,457 $ (74,800,623) $ (19,116,519) Debt service as a percentage of noncapital expenditures Source: Finance Department 12.2% 10.6% 11.0% 19.1% 5 9.3% 22.5% 325% a 23.3% 2 9.9% 31.0%' Debt service as a percentage of noncapital expenditures in 2008 increased significantly as a result of the refinancing of $110,005,000 of commercial paper, which is included in principal payments. ] Debt service as a percentage of noncapital expenditures in 2010 increased significantly as a result of the retirement of $53,716,000 of commercial paper, which is included in principal payments. 3 Debt service as a percentage of noncapital expenditures in 2011 increased signficantiy as a result of the retirement of $103,284,000 of commercial paper, which is included in principal payments. ` Right of way management expenditures were classified as highways or commuter rail expenditures beginning in 2012. 5 Debt service as a percentage of noncapital expenditures in 2014 increased significantly as a result of the retirement of $60,000,000 of commercial paper, which is included in principal payments and interest payments and cost of issuance as a result of the issuance of $638,854,602 in debt 95 Riverside County Transportation Commission Sources of County of Riverside Taxable Sales by Business Type Last Ten Calendar Years (In Thousands) 20151 2014 2013 2012 2011 2010 2009 2008 2007 2006 Apparel stores $ 2,136,728 $ 1,989,623 $ 1,771,603 $ 1,672,482 $ 1,505,821 $ 1,391,174 $ 1,293,271 $ 1,121,543 $ 1,171,013 $ 1,080,385 General merchandise stores 3,040,244 3,289,057 3,298,920 3,174,022 3,051,709 2,947,905 2,855,733 3,389,936 3,593,134 3,553,554 Food stores 1,727,518 1,509,404 1,421,590 1,356,148 1,304,731 1,267,758 1,251,220 1,254,366 1,352,609 1,309,782 Eating & drinking 3,384,494 3,093,861 2,836,388 2,668,324 2,473,339 2,317,486 2,266,853 2,340,554 2,388,039 2,316,422 Household 1,135,235 1,030,455 996,484 930,068 914,888 412,325 858,098 816,379 843,945 948,217 Building materials 1,826,294 1,706,184 1,535,178 1,364,513 1,303,073 1,232,145 1,237,518 1,435,337 1,961,911 2,390,236 Automotive 7,693,173 7,844,773 7,421,523 7,009,138 6,311,272 5,306,408 4,749,994 6,126,512 7,137,075 6,956,756 Other retail sales 2,338,039 2,182,987 2,025,088 1,841,973 1,711,453 1,951,385 1,442,875 3,250,335 2,794,790 1,024,551 Total all other outlets 9,629,185 9,389,345 8,758,693 8,079,341 7,065,212 6,326,194 6,272,315 6,268,633 7,781,093 10,236,334 $ 32,910,910 $ 32,035,689 $ 30,065,467 $ 28,096,009 $ 25,641,498 $ 23,152,7W $ 22,227,877 $ 26,003,595 $ 29,023,609 $ 29,816.237 Measure A direct sales tax rate (Ordinance 88-1 through 2009 and 02-001 thereafter) Source: State Board of Equalization Year represents most recent data available. 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% Sources of County of Riverside Taxable Sales by Business Type for 2015 Apparel stores 7% Other retail sales v 7% ._Food stores 5% Household 4% Building materials 6% Riverside County Transportation Commission Direct and Overlapping Sales Tax Rates Last Ten Fiscal Years County of Fiscal Year Measure A Direct Rate' Riverside 2017 0.50% 7.75% 2016 0.50% 8.00% 2015 0.50% 8.00% 2014 0.50% 8.00% 2013 0.50% 8.00% 2012 0.50% 7.75% 2011 0.50% 8.75% 2010 0.50% 8.75% 2009 0.50% 8.75% 2008 0.50% 7.75% Source; Commission Finance Department and California State Board of Equalization. 1 The Measure A sales tax rate may be changed only with the approval of 2l3 of the voters. 2 The State of California increased the state sales tax rate 1 % in April 2009. 3 Effective July 1, 2011, the State of California decreased the state sales tax rate by 1%. " Effective January 1, 2013, the State of California increased the state sales tax rate by 0.25%. City of Riverside City of Corona City of Temecula City of Palm Desert City of Moreno Valley City of Murrieta City of Palm Springs City of Hemet City of Indio City of Jurupa Valleys City of Perris City of Cathedral City City of Lake Elsinore City of La Quinta City of Eastvale4 City of Menifee3 City of Norco City of Rancho Mirage City of Beaumont City of Coachella City of San Jacinto City of Banning City of Blythe City of Wildomar2 City of Desert Hot Springs City of Indian Wells City of Calimesa City of Canyon Lake Incorporated Unincorporated Countywide Riverside County Transportation Commission Principal Taxable Sales Generation by City Current Year and Nine Years Ago Taxable Sales (in thousands) 20151 2006 Percentage of Taxable Sales Percentage of Rank Total (in thousands) Rank Total $ 5,371,364 2 16,3% $ 5,034,072 2 16.9% 3,320,557 3 10,1% 3,576,700 3 12.0% 2,940,438 4 8,9% 2,704,675 4 9.1% 1,580,448 5 4.8% 1,593,699 5 5,3% 1,524,713 6 4.6% 1,307,961 6 4.4% 1,281,529 7 3,9% 1,120,712 7 3,8% 1,039,923 8 3.2% 876,319 10 2.9% 1,004,651 9 3,1% 1,053,235 8 3.5% 931,694 10 2.8% 837,877 11 2.8% 867,292 11 2,6% N/A 815,256 12 2.5% 579,848 14 1,9% 804,140 13 2,4% 898,801 9 3.0% 765,716 14 2.3% 682,818 13 2.3% 707,515 15 2.1% 754,063 12 2.5% 656,460 16 2.0% N/A 580,358 17 1.8% N/A 543,871 18 1,7% 557,095 15 1.9% 429,732 19 1,3% 514,119 16 1.7% 394,993 20 1.2% 235,969 19 0,8% 307,891 21 0.9% 308,190 17 1.0% 237,342 22 0.7% 127,728 21 0,4% 185,498 23 0.6% 249,506 18 0,8% 157,847 24 0.5% 173,316 20 0.6% 139,384 25 0.4% - N/A 127,502 26 0.4% 95,513 23 0.3% 100,954 27 0,3% 105,715 22 0,4% 64,524 28 0,2% 50,575 24 0.2% 18,299 29 0,1% 12,496 25 0,0% 26,899,891 81.7% 23,451,002 78.7%, 6,011,019 1 18.3% 6,365,235 1 21,3% $ 32,910,910 100.0% $ 29,816,237 100.0% California $ 633,941,981 Source: California State Board of Equalization for the calendar year indicated. Year represents most recent data available. 2 City of Wiidomar was incorporated on July 1, 2008, 3 City of Menifee was incorporated on October 1, 2008, 4 City of Eastvale was incorporated on October 1, 2010. s City of Jurupa Valley was incorporated on July 1, 2011. Taxable Sales by City $6,000,000 $5,000,000 $4,000,000 $3,000,000 $2,000,000 $1,000,000 $ 559,652,437 moo,„, �°�Q ,4,0 Qa� G`� �� G�tOa�r'.cl° v..\0 .0 O'kQaooti70 ��v G:r1om -4.- 20151 - 0- 2006 Administration Highways Regional arterials Highways and regional arterials New corridors Economic development incentives Local streets and roads Public transit: Commuter assistance Commuter rail Bus Specialized transportation Bus and specialized transportation Bond financing Source: Finance Department $60,000,000 $50,000,000 $40,000,000 $30,000,000 $20,000,000 $10,000,000 Riverside County Transportation Commission Measure A Sales Tax Revenues by Program and Geographic Area Year Ended June 30, 2017 General Fund $ 3,250,000 $ Special Revenue Funds Western County 40,376,339 11,875,394 14,646,319 1,583,386 38,397,107 Coachella Valley Palo Verde Total $ $ 3,250,000 40,376,339 11,875,394 19,027,148 19,027,148 14,646,319 1,583,386 13,319,003 1,011,500 52,727,610 1,979,232 1,979,232 - 8,075,268 - 8,075,268 - 2,018,817 2,018,817 - 3,364,695 3,364,695 - 5,708,144 5,708,144 10,687,855 - 10,687,855 $ 3,250,000 $ 133,004,412 $ 38,054,295 $ 1,011,500 $ 175,320,207 Sales Tax Revenues by Program and Geographic Area • <, any �a\y a�� °<, Bey aa" c°e �a\ 0Jy • <, �`°o `oA 5ti�e r� lei lei t�`a eoti� ago �5`e J`e� °fie °fie reoG Pas<' �.0 0;°<, 0°<, ����p �eo�\�° etya� �e`ay5 C'°��C••�`aoSQ �`a�yQ °ca`` e e ��� o a a o Q oac e�oQ e�5 o�F •.tie e•• •24\ e°t� �Jyeo Geographic Distribution by Area Coachella Valley 22% Palo Verde 0% _General Fund 2% ■ Palo Verde *Coachella Valley ■ Western County * General Fund 99 Riverside County Transportation Commission Measure A Sales Tax by Economic Category Last Ten Calendar Years % of Total Economic Category 2016' 2015 2014 2013 2012 2011 2010 2009 2008 2007 General retail 28.9 28.8 28.4 28.7 28.8 29.8 30.9 30.9 28.2 26.8 Transportation 25.1 25.9 26.6 27.0 26.9 27.1 25.0 22.8 24.9 26.1 Food products 17.7 17.3 16.6 16.1 16.2 16.4 17.0 17.8 16.0 14.4 Business to business 15.3 15.0 14.4 14.5 15.0 14.1 14.5 15.2 16.4 15.9 Construction 10.8 10.8 12.0 11.8 11.1 10.5 10.5 11.1 12.3 14,4 Miscellaneous 2.2 2.2 2.0 1.9 2.0 2.1 2.1 2.2 2.2 2.4 Total 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 Source: MuniServices LLC. Prior years' information is not available. ' Year represents most recent data available. 100 Riverside County Transportation Commission Measure A Revenues and Pledged Revenue Coverage 1 Last Ten Fiscal Years Sales Tax Revenue Bonds Net Measure A Measure A Sales Tax Senior Lien Subordinate Total Debt Sales Tax Revenue Growth Senior Lien Debt Coverage Lien Debt Total Debt Service Fiscal Year Revenues2 (Decline) Rate Service Ratio Service Service Coverage Ratio 2017 $ 175,320,207 4.59% $ 51,889,982 3.38 $ - $ 51,889,982 3,38 2016 167,630,239 2,78% 53,400,019 3.14 - 53,400,019 3.14 2015 163,092,776 4.31% 53,300,072 3.06 - 53,300,072 3.06 2014 156,355,894 4.64% 50,499,417 3.10 50,499,417 3.10 2013 149,428,124 10.70% 22,156,116 6.74 22,156,116 6.74 2012 134,984,307 9.35% 21,503,582 6.28 - 21,503,582 6.28 2011 123,439,833 7.78% 12,651,386 9.76 - 12,651,386 9,76 2010' 114,526,254 -4.31% 8,918,183 12.84 - 8,918,183 12.84 20094 119,688,289-16.03% 34,020,724 3.52 1,452,634 35,473,358 3.37 2008 142,537,548 -7.77% 34,002,732 4.19 1,470,388 35,473,120 4.02 Source: Finance Department This schedule meets the requirements for Continuing Disclosure of historical Measure A sales tax revenues. 2 Sales tax revenue bonds are backed by the sales tax revenues, net of Board of Equalization fees, during the fiscal year. 3 In FY 2010 the 2008 bonds related to the 2009 Measure A program were current refunded. The payment to escrow agent is excluded from debt service. In FY 2009 all bonds related to the 1989 Measure A program matured as the 1989 Measure A program expired on June 30, 2009. 101 Year Riverside County Transportation Commission Ratios of Outstanding Debt by Type Last Ten Fiscal Years Governmental Activities Sales Tax Revenue Bonds, net of premium and discount Commercial Contract Paper Payable 2017 $ 792,916,124 $ 30,000,000 $ 2016 782,532,106 20,000,000 2015 792,297,152 2014 801,782,659 2013 310,435,508 2012 317,138,111 2011 323,537,074 2010 180,731,699 83,284,000 2009 127,538,888 110,000,000 2008 163,738,235 60,000,000 1,100,000 MSHCP Funding Capital Liability Leases $ 9,000,000 12,000,000 15,000,000 18,000,000 $ 28,939 46,181 60,357 72,011 6,289 30,943 54,874 78,104 100,652 Business -Type Activities Toll Revenue Bonds, net of discount and accretion $ 189,923,251 185,607,330 181,557,045 177,755,391 TIFIA Loan $ 438,628,419 277,696,320 48,904,095 Sources: Finance Department for outstanding debt for the fiscal year ended June 30 and California State Department of Finance for population as of January 1. ' See the Schedule of Demographic and Economic Statistics on page 104 for personal income and population data. Total Primary Government $ 1,460,496,733 1,277,881,937 1,037,818,649 997,610,061 370,441,797 317,169,054 323,591,948 264,093,803 237,639,540 164,838,235 Percentage of Personal Debt per Income' Capita' N/A N/A 1.24% 1.28% 0.49% 0.44% 0.48% 0.41 % 0.38% 0.26% $ 612.42 551.30 436.30 423.81 167.47 142.38 145.91 121.16 111.01 78.39 102 Measure A Ordinance No. 02-001, as amended by Ordinance No.10.0022 Total debt limit authorized Amount of debt applicable to debt limit Legal debt margin % of debt to legal debt limit Measure A Ordinance No. 88-1, as amended by Ordinance 92.13 Total debt limit authorized Amount of debt applicable to debt limit Legal debt margin % of debt to legal debt limit Source: Finance Department Riverside County Transportation Commission Computation of Legal Debt Margin' Last Ten Fiscal Years Fiscal Year 2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 $ 975,000,000 $ 975,000,000 $ 975,000,000 $ 975,000,000 $ 975,000,000 $ 975,000,000 $ 975,000,000 $ 500,000,000 $ 500,000,000 $ 500,000,000 786,240,000 771,300,000 759,100,000 766,500,000 371,400,000 318,200,000 324,700,000 264,284,000 236,395,000 126,395,000 $ 188,760,000 $ 203,700,000 $ 215,900,000 $ 208,500,000 $ 603,600,000 $ 656,800,000 $ 650,300,000 $ 235,716,000 $ 263,605,000 $ 373,605,000 80.6% 79.1% 77.9% 78.6% 38.1% 32.6% 33.3% 52.9% 47.3% 25.3% ' The Commission's debt limits were approved by the voters of Riverside County as part of the sales tax ordinances and are specific to the Commission; accordingly, there are no overlapping debt considerations. 2 Ordinance No. 02-001 was approved by a 213 majority of the voters in November 2002. In November 2010, a majority of the voters approved Ordinance No.10-002 to increase the debt limit from $500 million to $975 million. 3 Ordinance No. 88-1 expired on June 30, 2009. All outstanding debt related to Ordinance 88-1 matured prior to the expiration date. Measure A Ordinance No. 02-001, as amended by Ordinance No. 10-002 $1,200,000,000 $1,000,000,000 $800,000,000 $600,000,000 $400,000,000 $200,000,000 $- 2017 2016 2015 2014 f F 2013 2012 2011 2010 i� 2009 2008 aTotal debt limit authorized Wmount of debt applicable to debt limit ssoo,000,000 $5 osco,000 - $400,000,000 - $300,000,000 $200,000,000 $100,000,000 $ 525,000,000 $ 525,000,000 33,630,000 $ 525,000,000 $ 491,370,000 0.0% 6.4% Measure A Ordinance No. 88-1, as amended by Ordinance 92-1 i 2009 2008 oTotal debt limit authorized EAmount of debt applicable to debt limit 103 Riverside County Transportation Commission Demographic and Economic Statistics for the County of Riverside Last Ten Calendar Years Per Capita Personal Income Personal Unemployment Calendar Year Population (thousands)2 Income 2 Rate3 2017 2,384,783 N/A N/A 0.0% 2016 2,347,828 N/A N/A 6.1 2015 2,317,924 $ 84,025,987 $ 35,589 6.7% 2014 2,329,271 78,239,388 33,590 8.2% 2013 2,255,059 76,289,477 33,278 10.3% 2012 2,227,577 72,015,057 31,742 12.2% 2011 2,217,778 67,024,780 29,927 12.4% 2010 2,179,692 64,376,498 29,222 14.7% 2009 2,140,626 63,228,086 29,748 13.4% 2008 2,102,741 64,503,728 30,676 8.5% Sources: 1 California State Department of Finance as of January 1. 2 U.S. Department of Commerce Bureau of Economic Analysis. Represents most recent data available. 3 Riverside County Economic Development Agency. Represents most recent data available. 104 Riverside County Transportation Commission Employment Statistics by Industry for the County of Riverside Calendar Year 2016 and Nine Years Prior Industry Type % of Total % of Total 20161 Employment 2007 Employment Agricultural services, forestry, fishing and other 12,800 1.9% 13,000 2.1% Mining 300 0.3% 700 0.1% Construction 58,600 8.6% 68,900 11.1% Manufacturing 42,700 6.3% 54,400 8.7% Transportation, warehousing, and public utilities 37,400 5.5% 20,900 3.4% Wholesale trade 23,800 3.5% 21,100 3.4% Retail trade 91,600 13.4% 88,000 14.1% Professional & business services 65,200 9.6% 63,000 10.1% Education & health services 100,200 14.7% 67,700 10.9% Leisure & hospitality 88,200 12.9% 73,700 11.8% Finance, insurance, and real estate 21,400 3.1% 23,000 3.7% Other services 22,300 3.3% 20,100 3.2% Federal government, civilian 7,100 1.0% 6,400 1.0% State government 17,000 2.5% 15,400 2.4% Local government 93,600 13.7% 87,100 14.0% Total employment 682,200 100.0% 623,400 100.0% Source: State of California Economic Development Department 1 Year represents most recent data available. 105 Function/Program Riverside County Transportation Commission Full-time Equivalent Employees by Function/Program Last Ten Fiscal Years As of June 30 2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 Management services and administration 17.1 14.7 16.2 13.8 14,1 13.9 12,7 8.9 12,7 17,6 Planning and programming 4.9 6.2 6.1 5.9 4,9 5.1 5.2 5.5 5.1 5.4 Rail operations and maintenance 4.3 4.5 4,0 3.1 2.9 3.3 3,1 3.3 2.9 3,1 Specialized transit/transportation 2.7 2.3 2.3 3.4 2,5 2.5 2.6 2.6 2.2 2,0 Commuter assistance 1.4 1,8 3.0 1.7 1,8 1.6 1.6 1.8 1.2 1,3 Motorist assistance 0.8 0.7 0.7 0.9 0.9 1.2 0.9 0.7 0.8 0.7 Capital project development and delivery 15.8 15.8 13.7 15.2 13.9 12.3 11.9 14.2 11.1 7,9 Total full-time equivalents Source: Finance Department 47.0 46.0 46.0 44.0 41.0 40.0 38,0 37,0 36,0 38,0 106 Riverside County Transportation Commission Operating Indicators Last Ten Fiscal Years As of June 30 2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 Toll operations: Gross trips 4,049,067 Gross potential revenue $ 9,618,429 Average gross potential revenue per trip $ 2.38 Commuter rail operations: Growth of average daily ridership on commuter lines: Riverside line 4,293 4,404 4,651 4,715 4,914 5,279 5,177 5,124 5,269 5,184 IEOC line 4,440 4,438 4,613 4,522 4,317 4,142 3,855 4,011 4,611 4,859 911ine 2,767 2,610 2,419 2,340 2,407 2,254 2,289 2,205 2,344 2,261 Farebox recovery ratio: Riverside line 43.2 % 45.7 % 49.6% 50.9% 57.0% 58.5 % 59.8% 52.5% 51.0% 53.01 % IEOC line 30.0% 33.4% 32.6% 37.6% 34.9% 31.3% 31.1% 28.3% 37.3% 42.80% 91 line 21.6 % 27.7 % 38.6% 51.3 % 42.2% 49.7% 54.6% 49.3% 53.0% 45.53% Specialized transit/transportation: Specialized transit grants awarded 17 17 20 22 22 21 22 22 22 14 Commuter assistance: Club Ride members N/A N/A N/A WA WA N/A WA N/A 7,378 5,860 Rideshare Incentive members 505 597 736 1,106 926 1,056 1,061 1,131 N/A WA Rideshare Plus Rewards members 792 1,142 3,723 5,770 6,786 4,848 5,518 7,080 N/A N/A Incoming 1-866-RIDESHARE telephone calls 5,227 5,026 1,797 2,625 2,527 1,531 1,257 2,145 2,423 3,709 Rideshare Connection bulletins produced N/A N/A 8 10 13 11 13 WA N/A WA Rideguides produced 5,219 8,607 6,527 10,059 14,813 15,628 29,062 43,319 34,940 23,121 Commuter Exchange events N/A N/A 48 54 55 52 52 50 73 71 Motorist assistance: Call boxes 240 545 549 570 580 594 613 614 614 630 Calls made from call boxes 2,161 3,053 3,882 4,685 5,337 5,043 5,251 5,934 6,574 7,543 Contracted Freeway Service Patrol vehicles 20 21 21 21 21 21 22 22 20 20 Assists by Freeway Service Patrol 40,180 36,711 42,471 44,278 43,633 42,748 45,751 48,312 43,119 45,500 1E511 web visits 618,130 473,462 452,713 443,359 399,730 341,716 244,277 N/A N/A N/A 1E511 call volumes 201,099 233,895 263,757 306,108 351,161 362,957 489,036 N/A N/A N/A Transportation Uniform Mitigation Fee program: Approved regional arterial projects 20 24 24 24 24 24 24 24 24 24 Measure A program: Highways $ 250,360,723 $ 372,657,029 $ 325,128,109 $ 299,398,122 $118,750,336 $ 111,049,502 $ 75,011,698 $ 45,698,211 $ 165,100,551 $ 65,697,249 Commuter rail 8,528,984 75,831,961 98,302,229 56,148,017 15,895,661 19,690,126 22,632,065 20,312,056 32,089,238 12,419,675 Regional arterials 14,739,703 17,090,247 5,012,254 1,441 1,787 124 8,638,637 11,920,846 12,645,090 18,220,540 Local streets and roads 51,864,011 49,826,564 48,615,815 46,677,580 44,594,891 40,127,890 36,856,925 34,258,313 45,661,155 54,520,115 Specialized transit and commuter assistance 13,826,624 14,499,642 14,063,310 13,378,223 11,927,634 11,930,437 11,262,588 10,161,780 9,838,990 9,071,302 Total program expenditures $ 339.320 045 $ 529,905,443 $ 491 121 717 $ 415 603 383 $191 170 309 $ 182,798,079 $ 154,401.913 $ 122,351,206 $ 265,335,024 $ 159,928881 Source: Commission Departments Riverside County Transportation Commission Capital Asset Statistics by Program Last Ten Fiscal Years As of June 30 2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 Commuter rail: Transit centers owned and managed 1 1 1 1 1 1 Commuter rail stations owned and managed 9 9 5 5 5 5 5 5 5 5 Miles of commuter rail easements 104.6 104.6 104.6 104.6 104.6 104.6 104.6 104.6 104.6 104.6 Commuter Assistance: Commuter Exchange Vehicle Toll operations: Storage and maintenance building 1 Toll utility buildings 3 Regional operations center buildings 2 Miles of express lanes 36 Toll collection system 1 On -road closed circuit TV cameras 36 Traffic operations center system 1 Communications network 1 Changeable message signs 8 Source: Commission Departments 108 ATTACHMENT 2 Local Transportation Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Financial and Compliance Reports Year Ended June 30, 2017 Certified Public Accountants Contents Independent Auditors' Report 1-2 Financial Statements Balance Sheet 3 Statement of Revenues, Expenditures and Change in Fund Balance 4 Notes to Financial Statements 5-7 Supplementary Information Schedule of Allocations and Disbursements Schedule of Unclaimed Apportionments (Articles 4 and 8) Schedule of Unclaimed Apportionments (Article 3) 8 9 10 Independent Auditors' Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards 11-12 Certified Public Accountants Independent Auditors' Report Board of Commissioners Riverside County Transportation Commission Riverside, California Report on the Financial Statements We have audited the accompanying financial statements of the Local Transportation Fund (the Fund) of the County of Riverside, as administered by the Riverside County Transportation Commission (the Commission), as of and for the year ended June 30, 2017, and the related notes to the financial statements, as listed in the table of contents. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors' Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Fund's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the Fund of the County of Riverside, as administered by the Commission, as of June 30, 2017 and the respective changes in financial position for the year then ended, in accordance with accounting principles generally accepted in the United States of America. Macias Gini & O'Connell LLP 4675 MacArthur Court, Suite 600 Newport Beach, CA 92660 1 www.mgocpa.com Emphasis of Matter As discussed in Note 1, the financial statements present only the Fund and do not purport to, and do not, present fairly the financial position of the Commission or the County of Riverside, California, as of June 30, 2017 and the changes in its financial position for the year then ended, in accordance with accounting principles generally accepted in the United States of America. Our opinion is not modified with respect to this matter. Other Matters Required Supplementary Information Management has omitted management's discussion and analysis that accounting principles generally accepted in the United States of America require to be presented to supplement the financial statements. Such missing information, although not a part of the financial statements, is required by the Governmental Accounting Standards Board, which considers it to be an essential part of financial reporting for placing the financial statements in an appropriate operational, economic or historical context. Our opinion on the financial statements is not affected by this missing information. Other Information Our audit was conducted for the purpose of forming an opinion on the financial statements that collectively comprise the Fund's financial statements. The schedules listed in the table of contents as supplementary information are presented for purposes of additional analysis and are not a required part of the financial statements. The supplementary information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. Such information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the supplementary information is fairly stated, in all material respects, in relation to the financial statements as a whole. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated October 27, 2017 on our consideration of the Fund's internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Fund's internal control over financial reporting and compliance. Sias gilt( 0CoMefi Newport Beach, California October 27, 2017 2 Local Transportation Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Balance Sheet June 30, 2017 Assets Cash and investments in Riverside County Pooled Investment Fund Accounts receivable Due from other governments Interest receivable Total assets Liabilities and Fund Balance $ 95, 053, 983 17, 724,190 3,000,000 205,961 $ 115,984,134 Liabilities: Accounts payable Total liabilities $ 808,853 808,853 Restricted: Unapportioned Local Transportation Funds 12,002,484 Rail and bus transit and local streets and roads apportionments 96,490,213 Bicycle and pedestrian projects 6,682,584 Total fund balance 115,175,281 Total liabilities and fund balance $ 115,984,134 See Notes to Financial Statements. 3 Local Transportation Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Statement of Revenues, Expenditures and Change in Fund Balance Year Ended June 30, 2017 Revenues: Sales taxes $ 88,206,870 Interest 322,450 Total revenues 88,529,320 Expenditures: Bicycle and pedestrian projects 1,314,932 Transit 84, 307, 732 Planning and programming 4,548,228 Total expenditures 90,170,892 Net change in fund balance (1,641,572) Fund balance, beginning of year 116,816,853 Fund balance, end of year $ 115,175,281 See Notes to Financial Statements. 4 Local Transportation Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 1. Nature of Operations and Significant Accounting Policies The Riverside County Transportation Commission (the Commission), in its capacity as the transportation planning agency for the County of Riverside, California (the County), is responsible for administering funds provided through the Local Transportation Fund (the Fund), which was created in accordance with the provisions of the Transportation Development Act of 1971. The significant revenue to the Fund is derived from 0.25 percent of the 8.25 percent statewide sales tax collected in the County by the State Board of Equalization (State). The accounting policies of the Fund conform to accounting principles generally accepted in the United States as applicable to governmental units. Presentation: The accompanying financial statements of the Fund are intended to present the financial position and the changes in financial position of only that portion of the governmental activities of the Commission that is attributable to the transactions of the Fund of the Commission. They do not purport to, and do not, present fairly the financial position of the Commission as of June 30, 2017 and the changes in its financial position for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Basis of accounting: In accordance with the requirements for governmental funds, the modified accrual basis of accounting is followed in the Fund. Under the modified accrual basis of accounting, expenditures are recorded when they are expected to be liquidated with expendable available resources, and revenue is recorded when it becomes both measurable and available. "Measurable" means the amount of the transaction can be determined, and "available" means collectible within the current period or soon enough thereafter to be used to pay liabilities of the current period. For this purpose, the Commission considers revenues to be available if they are collected within 180 days of the end of the current fiscal period. Those revenues susceptible to accrual include sales taxes collected and held by the State at year-end on behalf of the Commission and interest revenue. Funding: There is a three -step process for obtaining funds from the Fund: apportionment, allocation and payment. Annually, the Commission determines each area's share of the anticipated Fund. This share is the area apportionment. Once funds are apportioned to a given area, they are typically available only for allocation to claimants in that area. Allocation is the discretionary action by the Commission that designates funds for a specific claimant for a specific purpose. Payment is authorized by disbursement instructions issued by the Commission. Cash: It is the Commission's policy to deposit all funds received in the Riverside County Pooled Investment Fund (RCPIF), as legally required, until the funds are required for disbursement. Interest income is earned while these funds are deposited. Accounts receivable: Accounts receivable consist primarily of Fund sales tax revenues from the State on all taxable sales within the County of Riverside, California through June 30, 2017. Due from other governments: Due from other governments consists of Commission approved short-term non -interest bearing advances to other governments. Accounts payable: Accounts payable consist primarily of claims approved by the Commission, but not paid by the Commission, to the appropriate transit operators by June 30, 2017. 5 Local Transportation Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 1. Nature of Operations and Significant Accounting Policies (Continued) Fund balance restrictions: The Fund reports restricted fund balances to show the level of constraint governing the use of the funds as set forth by enabling State legislation. Expenditures: Expenditures represent disbursements to the Commission, Southern California Association of Governments, cities, the County of Riverside and transit operators that have met the claimant eligibility requirements to receive Fund allocations that are approved by the Commission, per various Public Utilities Code Sections. All disbursements are to be used for transportation purposes. Note 2. Cash and Investments with County Treasurer The funds in the RCPIF are pooled with those of other entities and invested in accordance with the County's investment policy. These pooled funds are carried at fair value. Fair value is based on quoted market prices and/or direct bids, when needed, from government dealers on some variable or floating rate items. The pooled funds are not subject to level 1, 2 or 3 of the fair value hierarchy prescribed by Governmental Accounting Standards Board Statement No. 72, Fair Value Measurement and Application. An Investment Oversight Committee has been established by the County, which acts as a regulator of the pool. As of June 30, 2017, the Commission had $95,053,983 invested in the RCPIF, with an average maturity of 412 days. Interest rate risk: While the Commission does not have a formal policy related to the interest rate risk of investments, the Commission's investment policy follows the California Government Code as it relates to limits on investment maturities as a means of managing exposure to fair value losses arising from increasing interest rates. Credit risk: As of June 30, 2017, the Commission's investment in the RCPIF was rated Aaa/bf by Moody's Investors Service and AAA/V1 by Fitch Ratings. The Commission's investment policy only requires credit quality ratings for repurchase agreements, U.S. corporate debt, commercial paper, bankers' acceptances and certificates of deposit. 6 Local Transportation Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 3. Fund Balance The restricted fund balance represents the apportionments related to transit programs by geographic area, bicycle and pedestrian projects, planning and programming, and unapportioned Local Transportation Funds. For Western County transit programs, commuter rail and bus allocations are in accordance with the Commission's policy. At June 30, 2017, amounts in fund balance are restricted as follows: Rail and bus transit and local streets and roads apportionments: Western County: Commuter rail: Allocated and unclaimed Apportioned and unallocated Bus transit: Allocated and unclaimed —City of Beaumont Allocated and unclaimed —Riverside Transit Agency Apportioned and unallocated Total rail and bus transit —Western County Coachella Valley: Allocated and unclaimed Apportioned and unallocated Total bus transit —Coachella Valley Palo Verde Valley: Allocated and unclaimed —Transit Apportioned and unallocated for transit and local streets and roads Total bus transit and local streets and roads —Palo Verde Valley Total for rail and bus transit and local streets and roads apportionments $ 2,000,000 13, 570, 881 467,685 3,162,194 63, 668, 744 82, 869, 504 82,138 12,474,110 12, 556, 248 794,734 269,727 1,064,461 $ 96,490,213 Bicycle and pedestrian projects: Allocated and unclaimed $ 4,104,146 Unallocated 2,578,438 Total for bicycle and pedestrian projects $ 6,682,584 Unapportioned Local Transportation Funds $ 12,002,484 7 Supplementary Information Local Transportation Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Schedule of Allocations and Disbursements Year Ended June 30, 2017 SB 821 Article 3 Article 4 Article 3 Planning, Programming and Administrative Totals Unclaimed Allocations Disbursements E Allocations Disbursements Allocations Disbursements Allocations Disbursements Amount Expenditures: City of Banning $ - $ - $ 1,487,101 $ 1,487,101 $ - $ - $ 1,487,101 $ 1,487,101 $ - City of Beaumont 204,000 2,708,188 2,708,188 - 2,912,188 2,708,188 204,000 City of Coachella 2,275,000 75,000 - - 2,275,000 75,000 2,200,000 City of Corona 1,895,510 1,895,510 - 1,895,510 1,895,510 - City of Desert Hot Springs 145,000 145,000 - - 145,000 145,000 - City of Eastvale 138,500 - - 138,500 - 138,500 City of Hemet 62,500 62,500 - - - 62,500 62,500 - City of Indian Wells 20,000 20,000 - - - 20,000 20,000 - City of Indio 217,400 - - - - 217,400 - 217,400 City of Jurupa Valley 253,550 200,000 - - - 253,550 200,000 53,550 City of Lake Elsinore 347,500 228,435 - - - 347,500 228,435 119,065 City of Moreno Valley 315,000 128,997 - - - 315,000 128,997 186,003 City of Palm Springs 131,950 - - - 131,950 131,950 City of Perris 68,731 - - - 68,731 68,731 City of Riverside 335,615 3,604,996 3,604,996 - - 3,940,611 3,604,996 335,615 City of San Jacinto 85,000 45,000 - 85,000 45,000 40,000 City of Wildomar 384,400 - - - 384,400 384,400 County of Riverside: Auditor/Controller - 12,000 12,000 12,000 12,000 Road Department 740,000 410,000 - - - 740,000 410,000 330,000 Palo Verde Valley Transit Agency 852,550 852,550 - - 852,550 852,550 Commission 19,798,300 17,798,300 3,828,982 3,828,982 23,627,282 21,627,282 2,000,000 Riverside Transit Agency 40,377,788 37,215,594 - - 40,377,788 37,215,594 3,162,194 SCAG - - 707,246 707,246 707,246 707,246 - Sunline Transit Agency - 18,827,631 18,745,493 - - 18,827,631 18,745,493 82,138 $ 5,724,146 $ 1,314,932 $ 89,552,064 $ 84,307,732 $ 4,548,228 $ 4,548,228 $ 99,824,438 $ 90,170,892 $ 9,653,546 8 Local Transportation Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Schedule of Unclaimed Apportionments (Articles 4 and 8) Year Ended June 30, 2017 Fiscal Year 2016/17 Prior Fiscal Year Apportionment Amounts Claimed Unclaimed Apportionment Amounts Unclaimed Interest Apportionment Claimed Apportionment Allocation Total Unclaimed Apportionment June 30, 2017 Western County: Rail $ 13,846,900 $ 13,846,900 $ - $ 19,476,524 $ 3,951,400 $ 15,525,124 $ 45,757 $ 15,570,881 Bus 49,093,553 44,616,107 4,477,446 64,907,946 2,295,282 62,612,664 208,513 67,298,623 Coachella Valley 15,376,895 15,376,895 15,882,786 3,368,598 12,514,188 42,060 12,556,248 Palo Verde Valley: Transit 843,196 843,196 801,409 9,354 792,055 2,679 794,734 Unallocated - 268,818 268,818 909 269,727 Total transportation 79,160,544 74,683,098 4,477,446 101,337,483 9,624,634 91,712,849 299,918 96,490,213 Auditor/Controller 12,000 12,000 Commission administration 1,000,000 1,000,000 Commission planning 2,828,982 2,828,982 SCAG planning 707,246 707,246 Total administration and planning 4,548,228 4,548,228 - - - Total apportionments $ 83,708,772 $ 79,231,326 $ 4,477,446 $ 101,337,483 $ 9,624,634 $ 91,712,849 $ 299,918 $ 96,490,213 9 Local Transportation Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Schedule of Unclaimed Apportionments (Article 3) Year Ended June 30, 2017 Unclaimed Unclaimed Apportionment Interest Apportionment July 1, 2016 Apportionment Disbursements Allocations June 30, 2017 Bicycle and pedestrian projects $ 6,179,960 $ 1,795,024 $ 1,314,932 $ 22,532 $ 6,682,584 10 Certified Public Accountants Independent Auditors' Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards Board of Commissioners Riverside County Transportation Commission Riverside, California We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States, the financial statements of the Local Transportation Fund (the Fund) of the County of Riverside, as administered by the Riverside County Transportation Commission (the Commission), as of and for the year ended June 30, 2017, and the related notes to the financial statements, and have issued our report thereon dated October 27, 2017. Our report includes an emphasis of matter paragraph indicating that the financial statements present only the Fund and do not purport to, and do not, present fairly the financial position of the Commission as of June 30, 2017, and the changes in its financial position for the year ended in accordance with accounting principles generally accepted in the United States of America. Internal Control Over Financial Reporting In planning and performing our audit of the financial statements, we considered the Fund's internal control over financial reporting (internal control) to determine the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control. Accordingly, we do not express an opinion on the effectiveness of the Fund's internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the Fund's financial statements will not be prevented, or detected and corrected, on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit, we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. Compliance and Other Matters As part of obtaining reasonable assurance about whether the Fund's financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Macias Gini & O'Connell LLP 4675 MacArthur Court, Suite 600 Newport Beach, CA 92660 11 www.mgocpa.com Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Fund's internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Fund's internal control and compliance. Accordingly, this communication is not suitable for any other purpose. i c(cias ��i 0Mei/ 07) Newport Beach, California October 27, 2017 12 ATTACHMENT 3 State Transit Assistance Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Financial and Compliance Reports Year Ended June 30, 2017 Certified Public Accountants Contents Independent Auditors' Report Financial Statements Balance Sheet Statement of Revenues, Expenditures and Change in Fund Balance Notes to Financial Statements 1-2 3 4 5-7 Supplementary Information Schedule of Allocations and Disbursements Approved During the Year 8 Independent Auditors' Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards 9-10 Certified Public Accountants Independent Auditors' Report Board of Commissioners Riverside County Transportation Commission Riverside, California Report on the Financial Statements We have audited the accompanying financial statements of the State Transit Assistance Fund (the Fund) of the County of Riverside, as administered by the Riverside County Transportation Commission (the Commission), as of and for the year ended June 30, 2017, and the related notes to the financial statements, as listed in the table of contents. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors' Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Fund's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the Fund of the County of Riverside, as administered by the Commission, as of June 30, 2017, and the respective changes in financial position for the year then ended in accordance with accounting principles generally accepted in the United States of America. Macias Gini & O'Connell LLP 4675 MacArthur Court, Suite 600 Newport Beach, CA 92660 1 www.mgocpa.com Emphasis of Matter As discussed in Note 1, the financial statements present only the Fund and do not purport to, and do not, present fairly the financial position of the Commission as of June 30, 2017 and the changes in its financial position for the year then ended in accordance with accounting principles generally accepted in the United States of America. Our opinion is not modified with respected to this matter. Other Matters Required Supplementary Information Management has omitted management's discussion and analysis that accounting principles generally accepted in the United States of America require to be presented to supplement the financial statements. Such missing information, although not a part of the financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the financial statements in an appropriate operational, economic or historical context. Our opinion on the financial statements is not affected by this missing information. Other Information Our audit was conducted for the purpose of forming an opinion on the financial statements that collectively comprise the Fund's financial statements. The schedule listed in the table of contents as supplementary information is presented for purposes of additional analysis and is not a required part of the financial statements. The supplementary information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. Such information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the supplementary information is fairly stated, in all material respects, in relation to the financial statements as a whole. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated October 27, 2017 on our consideration of the Fund's internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Fund's internal control over financial reporting and compliance. acl a s 6kr. �,Cra�1h�i[ 1 i Newport Beach, California October 27, 2017 2 State Transit Assistance Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Balance Sheet June 30, 2017 Assets Cash and investments Accounts receivable Interest receivable Total assets Liabilities and Fund Balance $ 73,523,056 2,671,023 179,184 $ 76,373,263 Liabilities Accounts payable Total liabilities Fund Balance Restricted allocations available for programming Restricted for unclaimed allocations Total fund balance Total liabilities and fund balance See Notes to Financial Statements. $ 940,431 940,431 51,609,253 23,823,579 75,432,832 $ 76,373,263 3 State Transit Assistance Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Statement of Revenues, Expenditures and Change in Fund Balance Year Ended June 30, 2017 Revenues: Sales taxes $ 6,432,644 Interest 285,319 Total revenues 6,717,963 Expenditures: Transit 2,695,038 Excess of revenues over (under) expenditures 4,022,925 Other financing sources (uses): Transfers to the Commission Total other financing sources (uses) (159,395) Net change in fund balance 3,863,530 Fund balance, beginning of year 71,569,302 Fund balance, end of year $ 75,432,832 See Notes to Financial Statements. 4 State Transit Assistance Fund of the County of Riverside as Administered by the Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 1. Nature of Operations and Significant Accounting Policies The Riverside County Transportation Commission (the Commission), in its capacity as the transportation planning agency for the County of Riverside, California (the County), is responsible for administering funds provided through the State Transit Assistance Program, which was created in 1979 under Chapter 161 (SB 620) of the California statutes to provide a second source of Transportation Development Act funding for the development of transit systems. The funds are derived from fuel sales tax revenue and are budgeted through legislation and appropriated to the State Controller's Office (the State) for allocation to local agencies. The accounting policies of the State Transit Assistance Fund (the Fund) conform to accounting principles generally accepted in the United States as applicable to governmental units. A summary of the Commission's significant accounting policies is as follows: Presentation: The accompanying financial statements of the Fund are intended to present the financial position and the changes in financial position of only that portion of the governmental activities of the Commission that is attributable to the transactions of the Fund of the Commission. They do not purport to, and do not, present fairly the financial position of the Commission as of June 30, 2017 and the changes in its financial position for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Basis of accounting: In accordance with the requirements for governmental funds, the modified accrual basis of accounting is followed in the Fund. Under the modified accrual basis of accounting, expenditures are recorded when they are expected to be liquidated with expendable available resources, and revenue is recorded when it becomes both measurable and available. "Measurable" means the amount of the transaction can be determined, and "available" means collectible within the current period or soon enough thereafter to be used to pay liabilities of the current period. For this purpose, the Commission considers revenues to be available if they are collected within 180 days of the end of the fiscal year. Those revenues susceptible to accrual include fuel sales tax revenue and interest revenue. Allocations to local agencies: State transit assistance funds are allocated to the operators within the County. Public Utilities Code (PUC) Section 99313 allocates funds to regional transportation planning agencies based on the ratio of area population to state population. PUC Section 99314 allocates funds to public operators based on their share of fares and local support to other operators in the state. The allocations must be made in a resolution adopted by the Commission. Cash: It is the Commission's policy to deposit all funds received in the Riverside County Pooled Investment Fund (RCPIF) or US Bank for investment until the funds are required for disbursement. Interest income is earned while these funds are deposited. 5 State Transit Assistance Fund of the County of Riverside as Administered by the Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 1. Nature of Operations and Significant Accounting Policies (Continued) Fund balance restrictions: The Fund reports restricted fund balances to show the level of constraint governing the use of the funds as set forth by enabling State legislation. The restricted fund balance for allocations available for programming represents amounts apportioned but not allocated to claimants. The restricted fund balance for unclaimed allocations represents amounts allocated by the Commission and due to claimants but not yet paid, as claimants have not yet provided the appropriate claim documentation to the Commission as of June 30, 2017. Accounts payable: Accounts payable consist primarily of claims approved by the Commission, but not paid by the Commission, to the appropriate transit operators by June 30, 2017. Expenditures: Expenditures represent funds disbursed to transit operators that have met the eligibility requirements to receive State Transit Assistance Program funds per PUC Sections 99313 and 99314. All disbursements are to be used for transit purposes. Note 2. Cash and Investments Cash and investments at June 30, 2017 consist of the following: Cash and investments with RCPIF Commission operating investment pool Cash in bank $ 63, 353, 013 10,164,611 5,432 $ 73, 523, 056 The funds in the County Treasury are pooled with those of other entities in the RCPIF and invested in accordance with the County's investment policy. The funds with the custodian are pooled with those of other Commission operating funds and invested in accordance with the Commission's investment policy. These pooled funds are carried at fair value. Fair value is based on quoted market prices and/or direct bids, when needed, from government dealers on some variable or floating rate items. The pooled funds are not subject to level 1, 2 or 3 of the fair value hierarchy prescribed by Governmental Accounting Standards Board Statement No. 72, Fair Value Measurement and Application. The Commission is a voluntary participant in the RCPIF. An Investment Oversight Committee has been established by the County, which acts as a regulator of the RCPIF. As of June 30, 2017, the Fund had $63,353,013 invested in the RCPIF, with an average maturity of 412 days, and $10,164,611 invested in the Commission operating investment pool, with an average maturity of 715 days. Interest rate risk: While the Commission does not have a formal policy related to the interest rate risk of investments, the Commission's investment policy follows the California Government Code as it relates to limits on investment maturities as a means of managing exposure to fair value losses arising from increasing interest rates. Credit risk: As of June 30, 2017, the Commission's investment in the RCPIF was rated Aaa/bf by Moody's Investors Service and AAA/V1 by Fitch Ratings. The Commission's investment policy only requires credit quality ratings for repurchase agreements, U.S. corporate debt, commercial paper, bankers' acceptances and certificates of deposit. 6 State Transit Assistance Fund of the County of Riverside as Administered by the Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 Note 3. Fund Balance At June 30, 2017, amounts are restricted for apportioned and unallocated amounts and for unpaid allocations by geographic area. For Western County transit programs, commuter rail and bus allocations are in accordance with the Commission's policy. Restricted for allocations available for programming: Western County: Commuter rail $ 18,625,540 Bus 30, 928, 526 Coachella Valley 2,009,749 Palo Verde Valley 45,438 51, 609, 253 Restricted for unclaimed allocations: Western County: City of Banning 259,814 City of Beaumont 1,510,447 City of Corona 1,324,462 City of Riverside 255,713 Riverside Transit Agency 7,784,731 Coachella Valley: SunLine Transit Agency 12,640,215 Palo Verde Valley: Palo Verde Valley Transit Agency 48,197 23, 823, 579 Total fund balance $ 75,432,832 7 Supplementary Information State Transit Assistance Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Schedule of Allocations and Disbursements Approved During the Year Year Ended June 30, 2017 California Code of Regulations Current Year Amount Section No. Recipient Allocation Disbursed Reference Western County: City of Banning $ 44,591 $ - 6731 City of Beaumont 710,000 207,349 6731 City of Corona 841,742 159,210 6731 City of Riverside 137,512 258,847 6731 Riverside Transit Agency 2,164,572 887,607 6730 Total Western County 3,898,417 1,513,013 SunLine Transit Agency 3,533,078 1,100,417 6730 Coachella Valley Rail 159,395 159,395 6730 Palo Verde Valley Transit Agency 115,000 67,782 6730 Other - 13,826 $ 7,705,890 $ 2,854,433 8 Certified Public Accountants Independent Auditors' Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards Board of Commissioners Riverside County Transportation Commission Riverside, California We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the State Transit Assistance Fund (the Fund) of the County of Riverside, as administered by the Riverside County Transportation Commission (the Commission), as of and for the year ended June 30, 2017, and the related notes to the financial statements, and have issued our report thereon dated October 27, 2017. Our report includes an emphasis of matter paragraph indicating that the financial statements present only the Fund and do not purport to, and do not, present fairly the financial position of the Commission as of June 30, 2017, and the changes in its financial position for the year ended in accordance with accounting principles generally accepted in the United States of America. Internal Control Over Financial Reporting In planning and performing our audit of the financial statements, we considered the Fund's internal control over financial reporting (internal control) to determine the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of Fund's internal control. Accordingly, we do not express an opinion on the effectiveness of Fund's internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the Fund's financial statements will not be prevented, or detected and corrected, on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. Compliance and Other Matters As part of obtaining reasonable assurance about whether the Fund's financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Macias Gini & O'Connell LLP 4675 MacArthur Court, Suite 600 Newport Beach, CA 92660 9 www.mgocpa.com Purpose of This Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Fund's internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Fund's internal control and compliance. Accordingly, this communication is not suitable for any other purpose. i 0,(0, 6hr ( ocoiteff Z5) Newport Beach, California October 27, 2017 10 ATTACHMENT 4 Proposition 1 B Rehabilitation, Safety and Security Project Accounts, Accounts of the Riverside County Transportation Commission Financial and Compliance Reports Years Ended June 30, 2017 and 2016 Certified Public Accountants Contents Independent Auditors' Report 1-2 Financial Statements Balance Sheets 3 Statements of Revenues, Expenditures and Change in Fund Balance 4 Notes to Financial Statements 5-7 Supplementary Information Combining Balance Sheets —By Project 8-9 Combining Statements of Revenues, Expenditures and Change in Account Fund Balance —By Project 10-11 Independent Auditors' Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards 12-13 Certified Public Accountants Independent Auditors' Report Board of Commissioners Riverside County Transportation Commission Riverside, California Report on the Financial Statements We have audited the accompanying financial statements of the Proposition 1 B Rehabilitation, Safety and Security Project Accounts (the Accounts), accounts of the Riverside County Transportation Commission (the Commission), as of and for the years ended June 30, 2017 and 2016, and the related notes to the financial statements, which collectively comprise the Accounts' financial statements as listed in the table of contents. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors' Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Accounts' preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Accounts' internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the Accounts of the Commission as of June 30, 2017 and 2016, and the respective changes in financial position for the years then ended, in accordance with accounting principles generally accepted in the United States of America. Macias Gini & O'Connell LLP 4675 MacArthur Court, Suite 600 Newport Beach, CA 92660 1 www.mgocpa.com Emphasis of Matter As discussed in Note 1 to the financial statements, the financial statements present only the Accounts and do not purport to, and do not, present fairly the financial position of the Commission as of June 30, 2017 and 2016, and the changes in financial position for the years then ended, in accordance with accounting principles generally accepted in the United States of America. Our opinion is not modified with respect to this matter. Other Matters Required Supplementary Information Management has omitted management's discussion and analysis that accounting principles generally accepted in the United States of America require to be presented to supplement the financial statements. Such missing information, although not a part of the financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the financial statements in an appropriate operational, economic or historical context. Our opinion on the financial statements is not affected by this missing information. Other Information Our audits were conducted for the purpose of forming opinions on the financial statements that collectively comprise the Accounts' financial statements. The schedules listed in the table of contents as supplementary information are presented for purposes of additional analysis and are not a required part of the financial statements. The supplementary information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. Such information has been subjected to the auditing procedures applied in the audits of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the supplementary information is fairly stated, in all material respects, in relation to the financial statements as a whole. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our reports dated October 27, 2017 and October 28, 2016 on our consideration of the Accounts' internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of those reports is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on internal control over financial reporting or on compliance. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards in considering the Accounts' internal control over financial reporting and compliance. oL a4S giht. ( 0 COni1ei( 1 i Newport Beach, California October 27, 2017 2 Proposition 1 B Rehabilitation, Safety and Security Project Accounts, Accounts of the Riverside County Transportation Commission Balance Sheets June 30, 2017 and 2016 2017 2016 Assets PTMISEA CTSGP-CTAF Total PTMISEA CTSGP-CTAF Total Cash and investments in Riverside County Pooled Investment Fund $ 6,569,885 $ 504,584 $ 7,074,469 $ 7,928,751 $ 885,502 $ 8,814,253 Interest receivable 15,082 765 15,847 12,087 1,343 13,430 Total assets $ 6,584,967 $ 505,349 $ 7,090,316 $ 7,940,838 $ 886,845 $ 8,827,683 Liabilities and Fund Balance Liabilities Accounts payable Total liabilities $ 28,847 $ 38,698 $ 67,545 $ 9,700 $ 5,912 $ 15,612 28,847 38,698 67,545 9,700 5,912 15,612 Fund Balance Restricted: Rail projects 6,556,120 466,651 7,022,771 7,931,138 880,933 8,812,071 Total fund balance 6,556,120 466,651 7,022,771 7,931,138 880,933 8,812,071 Total liabilities and fund balance $ 6,584,967 $ 505,349 $ 7,090,316 $ 7,940,838 $ 886,845 $ 8,827,683 See Notes to Financial Statements. 3 Proposition 1 B Rehabilitation, Safety and Security Project Accounts, Accounts of the Riverside County Transportation Commission Statements of Revenues, Expenditures and Change in Fund Balance Years Ended June 30, 2017 and 2016 2017 PTMISEA CTSGP-CTAF Total 2016 PTMISEA CTSGP-CTAF Total Revenues: State allocations $ 76,408 $ 355,763 $ 432,171 $ Interest 54,885 3,445 58,330 Total revenues 131,293 359,208 490,501 Expenditures: Rail Net change in fund balance Other financing sources (uses): Transfers out to the Commission Total other financing sources (uses) Net change in account fund balance Fund balance, beginning of year Fund balance, end of year See Notes to Financial Statements. 1,506,311 773,490 2,279,801 (1,375,018) (414,282) (1,789,300) (1,375,018) 7,931,138 $ 6,556,120 $ (414,282) 880,933 466,651 $ 4 (1,789,300) 8,812,071 7,022,771 41,310 $ 711,242 $ 711,242 3,968 45,278 41,310 715,210 756,520 1,510,544 235,169 1,745,713 (1,469,234) 480,041 (989,193) (71,672) (408,376) (480,048) (71,672) (408,376) (480,048) (1,540,906) 71,665 (1,469,241) 9,472,044 809,268 10,281,312 $ 7,931,138 $ 880,933 $ 8,812,071 Proposition 1 B Rehabilitation, Safety and Security Project Accounts, Accounts of the Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 and 2016 Note 1. Nature of Operations and Summary of Significant Accounting Policies Nature of operations: On November 7, 2006, the voters of California approved the Highway Safety, Traffic Reduction, Air Quality, and Port Security Bond Act of 2006 (Proposition 1 B). Proposition 1 B included a state program of funding in the amount of $4 billion and $1 billion to be deposited in the Public Transportation Modernization, Improvement, and Service Enhancement Account (PTMISEA) and Transit System Safety, Security, and Disaster Response Account (TSSSDRA), respectively. The California Transit Security Grant Program —California Transit Assistance Fund (CTSGP-CTAF) is a TSSSDRA program. The PTMISEA funds, which are administered by the California Department of Transportation (Caltrans), and the CTSGP-CTAF funds, which are administered by the California Emergency Management Agency (CaIEMA), are to be made available to project sponsors in California for eligible public transportation projects and related security and safety projects, respectively. The Riverside County Transportation Commission (the Commission) owns and operates nine commuter rail stations and a transit center in Riverside County (the County). As a project sponsor, the Commission has applied for and obtained approval for PTMISEA and CTSGP-CTAF funds for various projects related to its commuter rail stations. These funds are accounted for in the Measure A Western County Rail and Coachella Valley Station Development Special Revenue Funds in project accounts (the Accounts). The significant revenue to the Accounts is derived from allocations approved by the Controller of the State of California (the Controller). The accounting policies of the Commission conform to accounting principles generally accepted in the United States of America as applicable to governmental units. A summary of the Commission's significant accounting policies is as follows: Presentation: The accompanying financial statements of the Accounts are intended to present the financial position and the changes in financial position of only that portion of the governmental activities of the Commission that is attributable to the transactions of the PTMISEA and CTSGP-CTAF Accounts of the Commission. They do not purport to, and do not, present fairly the financial position of the Commission as of June 30, 2017 and 2016 and the changes in its financial position for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Basis of accounting: In accordance with the requirements for governmental funds, the modified accrual basis of accounting is followed in the PTMISEA and CTSGP-CTAF Accounts. Under the modified accrual basis of accounting, expenditures are recorded when they are expected to be liquidated with expendable available resources, and revenue is recorded when it becomes both measurable and available. "Measurable" means the amount of the transaction can be determined, and "available" means collectible within the current period, or soon enough thereafter to be used to pay liabilities of the current period. For this purpose, the Commission considers revenues to be available if they are collected within 180 days of the end of the current fiscal period. Those revenues susceptible to accrual include PTMISEA and CTSGP-CTAF allocations and interest revenue. For the year ended June 30, 2017, the Commission recognized revenues related to an allocation of $76,408 and $355,763 for the Station Rehabilitation and Station Security projects, respectively. For the year ended June 30, 2016, the Commission recognized revenues related to an allocation of $711,242 for the Station Security project. 5 Proposition 1 B Rehabilitation, Safety and Security Project Accounts, Accounts of the Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 and 2016 Note 1. Nature of Operations and Summary of Significant Accounting Policies (Continued) Funding: Project sponsors may submit applications for funding of eligible transit capital projects to Caltrans or CaIEMA, which approve projects for funding related to PTMISEA and CTSGP-CTAF, respectively. PTMISEA eligible projects include rehabilitation, safety or modernization improvements; capital service enhancements or expansions; new capital projects; bus rapid transit improvements; and rolling stock procurement, rehabilitation, expansion or replacement. CTSGP-CTAF eligible projects include capital projects that provide increased protection against a security or safety threat; increase the capacity of transit operators to prepare for disaster -response transportation systems to move people, goods, emergency personnel and equipment in the aftermath of a disaster; and other allowable costs under California Government Code 16727(a). The Controller will disburse funds upon receipt of the approved PTMISEA and CTSGP-CTAF projects. Funds must be encumbered within three years of receipt and must be expended within three years of being encumbered. Cash: It is the Commission's policy to deposit all funds received in the Riverside County Pooled Investment Fund (RCPIF) for investment until the funds are required for disbursement. Interest income is earned while these funds are so deposited. Fund balance restrictions: The Accounts report restricted account fund balances to show the level of constraint governing the use of the funds. Restricted account fund balances are restricted for specific purposes by third parties. Expenditures: Expenditures represent rail capital projects as identified in PTMISEA and CTSGP-CTAF applications submitted by the Commission. For the year ended June 30, 2017, the Commission incurred qualifying expenditures of $1,515,298 for the Station Rehabilitation project, ($8,987) prior fiscal year accrual adjustments for the Coachella Valley Station Development project, and $773,490 for the Station Security project, for a total of $2,279,801. For the year ended June 30, 2016, the Commission incurred qualifying expenditures of $806,454 for the Station Rehabilitation project, $704,090 for the Coachella Valley Station Development project, and $235,169 for the Station Security project, for a total of $1,745,713. Note 2. Cash and Investments With County Treasurer The funds in the RCPIF are pooled with those of other entities and invested in accordance with the County's investment policy. These pooled funds are carried at fair value. Fair value is based on quoted market prices and/or direct bids, when needed, from government dealers on some variable or floating rate items. The pooled funds are not subject to level 1, 2 or 3 of the fair value hierarchy prescribed by Governmental Accounting Standards Board Statement No. 72, Fair Value Measurement and Application. The Commission is a voluntary participant in the pool. An Investment Oversight Committee has been established by the County, which acts as a regulator of the pool. 6 Proposition 1 B Rehabilitation, Safety and Security Project Accounts, Accounts of the Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 and 2016 Note 2. Cash and Investments With County Treasurer (Continued) As of June 30, 2017 and 2016, the Account has $7,074,469 and $8,814,253, respectively, included in the Commission's investment with the RCPIF, with an average maturity of 412 days and 418 days, respectively. Interest rate risk: While the Commission does not have a formal policy related to the interest rate risk of investments, the Commission's investment policy follows the California Government Code as it relates to limits on investment maturities as a means of managing exposure to fair value losses arising from increasing interest rates. Credit risk: As of June 30, 2017 and 2016, the Commission's investment in the RCPIF was rated Aaa/bf by Moody's Investors Service and AAA/V1 by Fitch Ratings. The Commission's investment policy only requires credit quality ratings for repurchase agreements, U.S. corporate debt, commercial paper, bankers' acceptances, and certificates of deposit. 7 Supplementary Information Proposition 1 B Rehabilitation, Safety and Security Project Accounts, Accounts of the Riverside County Transportation Commission Combining Balance Sheet —By Project June 30, 2017 PTMISEA CTSGP-CTAF Station Coachella Valley Station Assets Rehabilitation Station Development Total Security Total Cash and investments in Riverside County Pooled Investment Fund $ 3,872,405 $ 2,697,480 $ 6,569,885 $ 504,584 $ 7,074,469 Interest receivable 8,808 6,274 15,082 765 15,847 Total assets $ 3,881,213 $ 2,703,754 $ 6,584,967 $ 505,349 $ 7,090,316 Liabilities and Fund Balance Liabilities Accounts payable Total liabilities Account Fund Balance $ 28,847 $ $ 28,847 $ 38,698 $ 67,545 28,847 28,847 38,698 67,545 Fund Balance Restricted: Rail projects 3,852,366 2,703,754 6,556,120 466,651 7,022,771 Total fund balance 3,852,366 2,703,754 6,556,120 466,651 7,022,771 Total liabilities and fund balance $ 3,881,213 $ 2,703,754 $ 6,584,967 $ 505,349 $ 7,090,316 Proposition 1 B Rehabilitation, Safety and Security Project Accounts, Accounts of the Riverside County Transportation Commission Combining Balance Sheet —By Project, Continued June 30, 2016 PTM I S EA CTSG P-CTAF Perris Multimodal Station Coachella Valley Station Assets Facility Rehabilitation Station Development Total Security Total Cash and investments in Riverside County Pooled Investment Fund $ - $ 5,258,531 $ 2,670,220 $ 7,928,751 $ 885,502 $ 8,814,253 Interest receivable - 8,011 4,076 12,087 1,343 13,430 Total assets $ - $ 5,266,542 $ 2,674,296 $ 7,940,838 $ 886,845 $ 8,827,683 Liabilities and Fund Balance Liabilities Accounts payable $ - $ 9,700 $ $ 9,700 $ 5,912 $ 15,612 Total liabilities - 9,700 9,700 5,912 15,612 Fund Balance Restricted: Rail projects - 5,256,842 2,674,296 7,931,138 880,933 8,812,071 Total fund balance - 5,256,842 2,674,296 7,931,138 880,933 8,812,071 Total liabilities and fund balance $ - $ 5,266,542 $ 2,674,296 $ 7,940,838 $ 886,845 $ 8,827,683 9 Proposition 1 B Rehabilitation, Safety and Security Project Accounts, Accounts of the Riverside County Transportation Commission Combining Statement of Revenues, Expenditures and Change in Fund Balance —By Project Year Ended June 30, 2017 PTMISEA Station Coachella Valley Rehabilitation Station Development Total Revenues: State allocations $ 76,408 $ Interest 34,414 $ 76,408 20,471 54,885 Total revenues 110,822 Expenditures: Rail Net change in fund balance Fund balance, beginning of year Fund balance, end of year 1,515,298 (1,404,476) 5,256,842 $ 3,852,366 $ 20,471 131,293 (8,987) 1,506,311 29,458 (1,375,018) CTSGP-CTAF Station Security $ 355,763 3,445 359,208 773,490 (414,282) Total $ 432,171 58,330 490,501 2,279,801 (1,789,300) 2,674,296 7,931,138 880,933 8,812,071 2,703,754 $ 6,556,120 $ 466,651 $ 7,022,771 Proposition 1 B Rehabilitation, Safety and Security Project Accounts, Accounts of the Riverside County Transportation Commission Combining Statement of Revenues, Expenditures and Change in Fund Balance —By Project, Continued Year Ended June 30, 2016 PTMISEA CTSGP-CTAF Perris Multimodal Station Coachella Valley Station Facility Rehabilitation Station Development Total Security Total Revenues: State allocations $ - $ - $ - $ - $ 711,242 $ 711,242 Interest 27,205 14,105 41,310 3,968 45,278 Total revenues - 27,205 14,105 41,310 715,210 756,520 Expenditures: Rail Excess of revenues over (under) expenditures Other financing sources (uses): Transfers out to the Commission Total other financing sources (uses) Net change in account fund balance Fund balance, beginning of year 806,454 704,090 1,510,544 (71,672) (779,249) (689,985) (1,469,234) 235,169 1,745,713 480,041 (989,193) - (71,672) (408,376) (480,048) (71,672) (71,672) (71,672) (779,249) 71,672 6,036,091 (689,985) (1,540,906) 3,364,281 9,472,044 (408,376) (480,048) 71,665 (1,469,241) 809,268 10,281,312 Fund balance, end of year $ - $ 5,256,842 $ 2,674,296 $ 7,931,138 $ 880,933 $ 8,812,071 11 Certified Public Accountants Independent Auditors' Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards Board of Commissioners Riverside County Transportation Commission Riverside, California We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the Proposition 1 B Rehabilitation, Safety and Security Project Accounts (the Accounts), accounts of the Riverside County Transportation Commission (the Commission), as of and for the year ended June 30, 2017, and the related notes to the financial statements, and have issued our report thereon dated October 27, 2017. Our report includes an emphasis of matter paragraph indicating that the financial statements present only the Accounts and do not purport to, and do not, present fairly the financial position of the Commission as of June 30, 2017, and the changes in its financial position for the year ended in accordance with accounting principles generally accepted in the United States of America. Internal Control Over Financial Reporting In planning and performing our audit of the financial statements, we considered the Accounts' internal control over financial reporting (internal control) to determine the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Accounts' internal control. Accordingly, we do not express an opinion on the effectiveness of the Accounts' internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the Accounts' financial statements will not be prevented, or detected and corrected, on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. Compliance and Other Matters As part of obtaining reasonable assurance about whether the Accounts' financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Macias Gini & O'Connell LLP 4675 MacArthur Court, Suite 600 Newport Beach, CA 92660 12 www.mgocpa.com Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Accounts' internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Accounts' internal control and compliance. Accordingly, this communication is not suitable for any other purpose. i /c1 0�ca�� 07) i Newport Beach, California October 27, 2017 13 ATTACHMENT 5 Low Carbon Transit Operations Program Account, an Account of the Riverside County Transportation Commission Financial and Compliance Reports Years Ended June 30, 2017 and 2016 Certified Public Accountants Contents Independent Auditors' Report 1-2 Financial Statements Balance Sheets 3 Statements of Revenues, Expenditures and Change in Fund Balance 4 Notes to Financial Statements 5-6 Independent Auditors' Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards 7-8 Certified Public Accountants Independent Auditors' Report Board of Commissioners Riverside County Transportation Commission Riverside, California Report on the Financial Statements We have audited the accompanying financial statements of the Low Carbon Transit Operations Program (LCTOP) Account, an account of the Riverside County Transportation Commission (the Commission), as of and for the years ended June 30, 2017 and 2016, and the related notes to the financial statements, as listed in the table of contents. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors' Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the LCTOP Account preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the LCTOP Account internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the LCTOP Account of the Commission as of June 30, 2017 and 2016 and the respective changes in financial position for the years then ended, in accordance with accounting principles generally accepted in the United States of America. Macias Gini & O'Connell LLP 4675 MacArthur Court, Suite 600 Newport Beach, CA 92660 1 www.mgocpa.com Emphasis of Matter As discussed in Note 1, the financial statements present only the LCTOP Account and do not purport to, and do not, present fairly the financial position of the Commission as of June 30, 2017 and 2016 and the changes in its financial position for the years then ended, in accordance with accounting principles generally accepted in the United States of America. Our opinion is not modified with respect to this matter. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated October 27, 2017 on our consideration of the LCTOP Account internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the LCTOP Account internal control over financial reporting and compliance. Sias gilt( ��Ca�1 el I 4 Newport Beach, California October 27, 2017 2 Low Carbon Transit Operations Program Account, an Account of the Riverside County Transportation Commission Balance Sheets June 30, 2017 and 2016 2017 2016 Assets Cash and investments in Riverside County Pooled Investment Fund $ 576,272 $ 521,333 Interest receivable 914 297 Total assets $ 577,186 $ 521,630 Liabilities and Fund Balance Liabilities Accounts payable $ 8,117 $ Accrued payroll - Total liabilities 8,117 Fund Balance Restricted: Rail operations Total fund balance Total liabilities and fund balance See Notes to Financial Statements. 569,069 521,630 $ 569,069 $ 521,630 $ 577,186 $ 521,630 Low Carbon Transit Operations Program Account, an Account of the Riverside County Transportation Commission Statements of Revenues, Expenditures and Change in Fund Balance Years Ended June 30, 2017 and 2016 2017 2016 Revenues: State allocations $ 183,080 $ 391,049 Interest 2,959 722 Total revenues 186,039 391,771 Expenditures: Rail Net change in fund balance Fund balance, beginning of year Fund balance, end of year See Notes to Financial Statements. 138,600 47,439 391,771 521,630 129,859 $ 569,069 $ 521,630 Low Carbon Transit Operations Program Account, an Account of the Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 and 2016 Note 1. Nature of Operations and Summary Significant Accounting Policies Nature of Operations: In 2014, the California Legislature established Senate Bill 862 (SB 862), Low Carbon Transit Operations Program (LCTOP), one of several programs that is part of the Transit, Affordable Housing, and Sustainable Communities Program. LCTOP was created to provide operating and capital assistance for transit agencies to reduce greenhouse gas emissions and improve mobility, with a priority on serving disadvantaged communities. For agencies whose service area includes disadvantaged communities, at least 50 percent of the total moneys received shall be expended on projects that will benefit disadvantaged communities. The accounting policies of the Riverside County Transportation Commission (Commission) conform to accounting principles generally accepted in the United States as applicable to governmental units. A summary of the Commission's significant accounting policies is a follows: Presentation: The accompanying financial statements of the LCTOP Account are intended to present the financial position and the changes in financial position of only that portion of the governmental activities of the Commission that is attributable to the transactions of the LCTOP Account of the Commission. They do not purport to, and do not, present fairly the financial position of the Commission as of June 30, 2017 and 2016 and the changes in its financial position for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Basis of accounting: In accordance with the requirements for governmental funds, the modified accrual basis of accounting is followed in the LCTOP Account. Under the modified accrual basis of accounting, expenditures are recorded when they are expected to be liquidated with expendable available resources, and revenue is recorded when it becomes both measurable and available. "Measurable" means the amount of the transaction can be determined, and "available" means collectible within the current period or soon enough thereafter to be used to pay liabilities of the current period. For this purpose, the Commission considers revenues to be available if they are collected within 180 days of the end of the current fiscal period. Those revenues susceptible to accrual include LCTOP Account allocations and interest revenue. For the year ended June 30, 2017, the Commission recognized revenues related to an allocation of $183,080 for the Perris Valley Line station operations. For the year ended June 30, 2016, the Commission recognized revenues related to an allocation of $391,049 for the Perris Valley Line station operations. Funding: Project sponsors may submit expenditure proposals for funding of LCTOP to Caltrans and the Air Resource Board to determine compliance with the requirements of SB 862 and the LCTOP guidelines. Caltrans submits a final list of approved expenditures to the State Controller's Office, and the approved amounts of funds will be available for release, not to exceed 75 percent of each eligible recipient's share of the full appropriation, with the remaining 25 percent available for release by fiscal year end. Cash: It is the Commission's policy to deposit all funds received in the Riverside County Pooled Investment Fund (RCPIF) for investment until the funds are required for disbursement. Interest income is earned while these funds are deposited. 5 Low Carbon Transit Operations Program Account, an Account of the Riverside County Transportation Commission Notes to Financial Statements June 30, 2017 and 2016 Note 1. Nature of Operations and Summary Significant Accounting Policies (continued) Fund balance restrictions: The LCTOP Account reports restricted account fund balance to show the level of constraint governing the use of the funds. Restricted account fund balances are restricted for specific purposes by third parties. Expenditures: Expenditures represent rail operations as identified in the LCTOP application submitted by the Commission. For the year ended June 30, 2017, the Commission incurred qualifying expenditures of $138,600 for the Perris Valley Line station operations. For the year ended June 30, 2016 the Commission incurred qualifying expenditures of $0 for the Perris Valley Line station operations. Note 2. Cash and Investments with County Treasurer The funds in the RCPIF are pooled with those of other entities and invested in accordance with the County's investment policy. These pooled funds are carried at fair value. Fair value is based on quoted market prices and/or direct bids, when needed, from government dealers on some variable or floating rate items. The pooled funds are not subject to level 1, 2 or 3 of the fair value hierarchy prescribed by Governmental Accounting Standards Board Statement No. 72, Fair Value Measurement and Application. The Commission is a voluntary participant in the pool. An Investment Oversight Committee has been established by the County, which acts as a regulator of the pool. As of June 30, 2017 and 2016, the LCTOP Account has $576,272 and $521,333, respectively, in the Commission's investment with the RCPIF, with an average maturity of 412 days and 418 days, respectively. Interest rate risk: While the Commission does not have a formal policy related to the interest rate risk of investments, the Commission's investment policy follows the California Government Code as it relates to limits on investment maturities as a means of managing exposure to fair value losses arising from increasing interest rates. Credit risk: As of June 30, 2017 and 2016, the Commission's investment in the RCPIF was rated Aaa/bf by Moody's Investors Service and AAA/V1 by Fitch Ratings. The Commission's investment policy only requires credit quality ratings for repurchase agreements, U.S. corporate debt, commercial paper, bankers' acceptances and certificates of deposit. 6 Certified Public Accountants Independent Auditors' Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards Board of Commissioners Riverside County Transportation Commission Riverside, California We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States, the financial statements of the Low Carbon Transit Operations Program (LCTOP) Account, an account of the Riverside County Transportation Commission (the Commission), as of and for the year ended June 30, 2017, and the related notes to the financial statements, and have issued our report thereon dated October 27, 2017. Our report includes an emphasis of matter indicating that the financial statements present only the LCTOP Account, and do not purport to, and do not, present fairly the financial position of the Commission as of June 30, 2017 and the changes in its financial position for the year then ended, in accordance with accounting principles generally accepted in the United States of America. Internal Control Over Financial Reporting In planning and performing our audit of the financial statements, we considered the LCTOP Account internal control over financial reporting (internal control) to determine the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the LCTOP Account internal control. Accordingly, we do not express an opinion on the effectiveness of the LCTOP Account internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the LCTOP Account financial statements will not be prevented, or detected and corrected, on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit, we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. Compliance and Other Matters As part of obtaining reasonable assurance about whether the LCTOP Account financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Macias Gini & O'Connell LLP 4675 MacArthur Court, Suite 600 Newport Beach, CA 92660 7 www.mgocpa.com Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the LCTOP Account internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the LCTOP Account internal control and compliance. Accordingly, this communication is not suitable for any other purpose. i /c1 0�ca�� 07) i Newport Beach, California October 27, 2017 8 ATTACHMENT 6 RIVERSIDE COUNTY TRANSPORTATION COMMISSION Single Audit Reports For the Year Ended June 30, 2017 Certified Public Accountants Table of Contents Independent Auditors' Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards Independent Auditors' Report on Compliance for Each Major Program; Report on Internal Control Over Compliance; and Report on Schedule of Expenditures of Federal Awards Required by the Uniform Guidance 1-2 3-4 Schedule of Expenditures of Federal Awards 5 Notes to Schedule of Expenditures of Federal Awards 6 Schedule of Findings and Questioned Costs 7-10 Summary Schedule of Prior Year Audit Findings 11 Certified Public Accountants Independent Auditors' Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards Board of Commissioners Riverside County Transportation Commission Riverside, California We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the governmental activities, the business -type activities, each major fund, and the aggregate remaining fund information of the Riverside County Transportation Commission (the Commission) as of and for the year ended June 30, 2017, and the related notes to the financial statements, which collectively comprise the Commission's basic financial statements, and have issued our report thereon dated October 27, 2017. Internal Control over Financial Reporting In planning and performing our audit of the financial statements, we considered the Commission's internal control over financial reporting (internal control) to determine the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Commission's internal control. Accordingly, we do not express an opinion on the effectiveness of the Commission's internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the Commission's financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or, significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. Compliance and Other Matters As part of obtaining reasonable assurance about whether the Commission's financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Macias Gini & O'Connell LLP 4675 MacArthur Court, Suite 600 Newport Beach, CA 92660 1 www.mgocpa.com Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Commission's internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Commission's internal control and compliance. Accordingly, this communication is not suitable for any other purpose. i c(C o4S giiti ( OICOMei 07) Newport Beach, California October 27, 2017 2 Certified Public Accountants Independent Auditors' Report on Compliance for Each Major Federal Program; Report on Internal Control Over Compliance; and Report on Schedule of Expenditures of Federal Awards Required by The Uniform Guidance Board of Commissioners Riverside County Transportation Commission Riverside, California Report on Compliance for Each Major Federal Program We have audited the Riverside County Transportation Commission's (the Commission) compliance with the types of compliance requirements described in the OMB Compliance Supplement that could have a direct and material effect on each of the Commission's major federal programs for the year ended June 30, 2017. The Commission's major federal programs are identified in the summary of auditors' results section of the accompanying schedule of findings and questioned costs. Management's Responsibility Management is responsible for compliance with the federal statutes, regulations, and the terms and conditions of its federal awards applicable to its federal programs. Auditors' Responsibility Our responsibility is to express an opinion on compliance for each of the Commission's major federal programs based on our audit of the types of compliance requirements referred to above. We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; and the audit requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards (Uniform Guidance). Those standards and the Uniform Guidance require that we plan and perform the audit to obtain reasonable assurance about whether noncompliance with the types of compliance requirements referred to above that could have a direct and material effect on a major federal program occurred. An audit includes examining, on a test basis, evidence about the Commission's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion on compliance for each major federal program. However, our audit does not provide a legal determination of the Commission's compliance. Opinion on Each Major Federal Program In our opinion, the Riverside County Transportation Commission complied, in all material respects, with the types of compliance requirements referred to above that could have a direct and material effect on each of its major federal programs for the year ended June 30, 2017. Other Matters The results of our auditing procedures disclosed an instance of noncompliance which is required to be reported in accordance with the Uniform Guidance and which is described in the accompanying schedule of findings and questioned costs as item 2017-001. Our opinion on each major federal program is not modified with respect to this matter. Macias Gini & O'Connell LLP 4675 MacArthur Court, Suite 600 Newport Beach, CA 92660 3 www.mgocpa.com The Commission's response to the noncompliance finding identified in our audit is described in the accompanying schedule of findings and questioned costs. The Commission's response was not subjected to the auditing procedures applied in the audit of compliance and, accordingly, we express no opinion on the response. Report on Internal Control Over Compliance Management of the Commission is responsible for establishing and maintaining effective internal control over compliance with the types of compliance requirements referred to above. In planning and performing our audit of compliance, we considered the Commission's internal control over compliance with the types of requirements that could have a direct and material effect on each major federal program to determine the auditing procedures that are appropriate in the circumstances for the purpose of expressing an opinion on compliance for each major federal program and to test and report on internal control over compliance in accordance with the Uniform Guidance, but not for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, we do not express an opinion on the effectiveness of the Commission's internal control over compliance. A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance. Our consideration of internal control over compliance was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies. We did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance. Accordingly, this report is not suitable for any other purpose. Report on Schedule of Expenditures of Federal Awards Required by the Uniform Guidance We have audited the financial statements of the governmental activities, each major fund and the aggregate remaining fund information of the Commission as of and for the year ended June 30, 2017, and the related notes to the financial statements, which collectively comprise the Commission's basic financial statements. We issued our report thereon dated October 27, 2017, which contained unmodified opinions on those financial statements. The accompanying schedule of expenditures of federal awards is presented for purposes of additional analysis as required by the Uniform Guidance and is not a required part of the basic financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the basic financial statements. The information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the schedule of expenditures of federal awards is fairly stated in all material respects in relation to the basic financial statements as a whole. actas grki OCaMel /AP Newport Beach, California October 27, 2017 4 Riverside County Transportation Commission Schedule of Expenditures of Federal Awards For the Year Ended June 30, 2017 Federal Grantor/Program or Cluster Title/ Pass -Through Grantor Catalog of Federal Domestic Assistance Number (CFDA #) Identifying Number Total Federal Expenditures U.S. Department of Transportation: Highway Planning and Construction Program: Pass -through State Department of Transportation: State Route (SR) 91 Utilities SR91/SR71 Junction Regional Rideshare Downtown Riverside/Pedley Metrolink Stations Total Highway Planning and Construction Program Transportation Infrastructure Finance and Innvoation Act (TIFIA) Program: Direct Program, TIFIA 91 Project Total TIFIA Program High -Speed Rail Corridors and Intercity Passenger Rail Service - Capital Assistance Grants Program: Pass -through State Department of Transportation: Coachella Valley -San Gorgonio Pass Corridor Investment Plan Total High Speed Rail Corridors and Intercity Passenger Rail Service - Capital Assistance Grants Program Federal Transit Cluster: Federal Transit Capital Investment Grant: Direct Program, Commuter Rail 5 Year Rehab 5309 Direct Program, Commuter Rail Rehab Final 5309 Federal Transit Urbanized Area Formula Grant: Direct Program, Perris Valley Line Total Federal Transit Cluster 20.205 20.205 20.205 20.205 08-31-002-04 08-31-033-05 08-41-042-00 15-33-058-00 $ 125,694 352,750 94,881 2,342 575,667 20.223" TIFIA-2012-1006A 421,054,409 421,054,409 20.319" FR-HSR-0130-16-01-00 529,198 20.500 CA-05-0268-00 20.500 CA-05-0286-00 529,198 864,823 10,089 20.507 CA-95-X202-00/CA-95-X339-00 15,445,700 16,320,612 Total Federal Expenditures $ 438,479,886 " Denotes major program See Accomanying Notes to Schedule of Expenditures of Federal Awards 5 Riverside County Transportation Commission Notes to Schedule of Expenditures of Federal Awards Year Ended June 30, 2017 Note 1. Basis of Presentation The accompanying schedule of expenditures of federal awards (the Schedule) includes the activity of all federal award programs of the Riverside County Transportation Commission (the Commission) for the year ended June 30, 2017. The Schedule includes federal awards received directly from federal agencies, as well as federal awards passed through other agencies. The Commission's reporting entity is defined in Note 1 to the Commission's basic financial statements. Because the Schedule presents only a selected portion of the operations of the Commission, it is not intended to and does not, present the financial position of the Commission. The information in this Schedule is presented in accordance with the requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Therefore, some amounts presented in this Schedule may differ from amounts presented in, or used in the preparation of, the basic financial statements. Note 2. Summary of Significant Accounting Policies The accompanying Schedule is presented on the modified -accrual basis of accounting. Expenditures are recognized following the cost principles contained in Uniform Guidance, wherein certain types of expenditures may or may not be allowable or may be limited as to reimbursement. Note 3. Subrecipients The Commission provided federal awards under the Federal Transit Cluster grant (CFDA #20.500) to a subrecipient totaling $3,238,478 for the fiscal year ended June 30, 2017. Note 4. Transportation Infrastructure Finance and Innovation Act (TIFIA) Program Loan In July 2013, the Commission executed a TIFIA loan agreement with the United States Department of Transportation in an amount not to exceed $421,054,409 to finance a portion of the Commission's 91 Project. The TIFIA loan is evidenced by a toll revenue bond of the Commission issued pursuant to the master indenture and the second supplemental indenture. TIFIA loan proceeds expended during the fiscal year ended June 30, 2017 are $143,358,089, and the outstanding loan payable at year-end is $421,054,409. Note 5: Indirect Cost Rates The Commission has elected not to use the 10 percent de minimis indirect cost rate allowed under the Uniform Guidance. There were no indirect costs charged to any of the Commission's Federal programs during the year ended June 30, 2017. 6 Riverside County Transportation Commission Schedule of Findings and Questioned Costs Year Ended June 30, 2017 I. Summary of Auditors' Results Financial Statements Type of report the auditors issued on whether the financial statements audited were prepared in accordance with GAAP: Unmodified Internal control over financial reporting: • Material weaknesses(es) identified? Yes X No • Significant deficiency(ies) identified? Yes X None Reported Noncompliance material to financial statements noted? Yes X No Federal Awards Internal control over major federal programs: • Material weaknesses(es) identified? Yes X No • Significant deficiency(ies) identified? Yes X None Reported Type of auditors' report issued on compliance for major federal programs: Unmodified • Any audit findings disclosed that are required to be reported in accordance with 2 CFR 200.516(a)? Yes X No Identification of major federal programs: CFDA Number(s) Name of Federal Program or Cluster 20.223 Transportation Infrastructure Finance and Innovation Act (TIFIA) Program 20.319 High -Speed Rail Corridors and Intercity Passenger Rail Service - Capital Assistance Grants Program Dollar threshold used to distinguish between Type A and Type B programs: $750,000 Auditee qualified as low -risk auditee? X Yes No 7 Riverside County Transportation Commission Schedule of Findings and Questioned Costs (Continued) Year Ended June 30, 2017 II. Financial Statement Findings A. Internal Control Matters None reported. B. Compliance Findings None reported. 8 Riverside County Transportation Commission Schedule of Findings and Questioned Costs (Continued) Year Ended June 30, 2017 Section III — Federal Award Findings and Questioned Costs Reference Number: Federal Program Title: Federal Catalog Number: Federal Agency: Pass -Through Entity: Federal Award Number and Year: Category of Finding: Criteria 2017-001 High Speed Rail Corridors and Intercity Passenger Rail Service — Capital Assistance Grants 20.319 U.S. Department of Transportation California Department of Transportation FR-HSR-0130-16-01-00; 2016 Reporting In accordance with Section VIII, Part 3 of Agreement No. 75FRA0021 (High -Speed Intercity Passenger Rail Program Funding Agreement) between the Commission and the California Department of Transportation — Division of Rail and Mass Transportation (Caltrans) for the Coachella Valley — San Gorgonio Pass Corridor Investment Plan Project (the Project), the Commission is responsible for submitting to Caltrans quarterly progress reports with final reports due 10 calendar days following each reporting period. Condition Four out of four quarterly reports for each of the quarters for the year ended June 30, 2017 selected for testing were not submitted to Caltrans within the 10 calendar day requirement. The reports were submitted 2 calendar days, 3 calendar days, 7 calendar days and 10 calendar days, respectively, after the required 10 calendar day deadline. Cause The Commission did not have procedures in place to obtain and process the necessary information needed from its consultant to prepare the quarterly progress report and submit it within the 10 calendar day requirement. As a result, the requirements noted under Condition were not met. Effect Failure to submit the quarterly progress reports on a timely basis to Caltrans results in noncompliance with the requirements of the Commission's agreement with Caltrans and could subject the Commission to funding being withheld by Caltrans if future progress reports are not timely submitted. Questioned Costs None noted. 9 Riverside County Transportation Commission Schedule of Findings and Questioned Costs (Continued) Year Ended June 30, 2017 Section III — Federal Award Findings and Questioned Costs (Continued) Context All four quarterly progress reports were selected for testing representing 100% of the population of quarterly progress reports for the fiscal year ended June 30, 2017. We did not utilize sampling methods to select our items, rather we selected the entire population of quarterly progress reports. Recommendation We recommend that management design and implement procedures to obtain the necessary information from its consultants and incorporate the information into the progress report to ensure it is prepared, reviewed and submitted within the 10 calendar day requirement from the end of each respective quarter. Management Response and Corrective Action Management concurs with the finding and will design and implement procedures to ensure the progress report is prepared, reviewed, and submitted within 10 calendar days from the end of the quarter beginning with the second quarter progress report due January 10, 2018. 10 Riverside County Transportation Commission Summary Schedule of Prior Year Audit Findings Year Ended June 30, 2017 There were no audit findings reported for the year ended June 30, 2016. ATTACHMENT 7 RCTC 91 Express Lanes Fund (Enterprise Fund of the Riverside County Transportation Commission) Financial Statements For the Year Bided June 30, 2017 RIVERSIDE COUNTY TRANSPORTATION COMMISSION RCTC 91 Express Lanes Fund (Enterprise Fund of the Riverside County Transportation Commission) Financial Statements For the Year Ended June 30, 2017 Contents Independent Auditors' Report Management's Discussion and Analysis 1 3 Financial Statements Statement of Net Position 8 Statement of Revenues, Expenses and Changes in Fund Net Position 9 Statement of Cash Rows 10 Notes to Financial Statements 12 Certified Public Accountants Independent Auditors' Report Board of Commissioners Riverside County Transportation Commission Riverside, California We have audited the accompanying financial statements of the RCTC 91 Express Lanes Fund (the Fund), an enterprise fund of the Riverside County Transportation Commission (the Commission), as of and for the year ended June 30, 2017, and the related notes to the financial statements, as listed in the table of contents. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the RCTC 91 Express Lanes Fund of the Commission, as of June 30, 2017, and the changes in financial position and cash flows thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America. Emphasis of Matter As discussed in Note 1, the financial statements present only the RCTC 91 Express Lanes Fund and do not purport to, and do not present fairly the financial position of the Commission as of June 30, 2017, the changes in its financial position, or, where applicable, its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. Our opinion is not modified with respect to this matter Macias Gini & O'Connell LLP 4675 MacArthur Court, Suite 600 Newport Beach, CA 92660 1 www.mgocpa.com Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the management's discussion and analysis, as listed in the table of contents, be presented to supplement the financial statements. Such information, although not a part of the financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the financial statements, and other knowledge we obtained during our audit of the financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. d�lo4S glki OICeiljtei 1 Newport Beach, California October 27, 2017 2 RCTC 91 Bg3ress Lanes Fund Management Discussion and Analysis For the Year Ended June 30, 2017 As management of the RCTC 91 Express Lanes Fund (the Fund), an enterprise fund of the Riverside County Transportation Commission, we offer readers of the Fund financial statements this narrative overview and analysis of the Fund's financial activities for the fiscal year ended June 30, 2017. VVe encourage readers to consider information on financial performanoe prevented in oonjunction with the financial statements that begin on page 8. Financial Highlights • At the end of fiscal year (FY) 2016/17, the total net position (deficit) of the Fund was ($293,678,840) and consisted of net investment in capital assets of ($301,737,495), restricted net position of $242,134,144, and unrestricted net position (deficit) of ($234,075,489). The unrestricted net position (deficit) is related to the toll - supported debt issued for the nonspendable intangible assets of the tolled express lane project. • Net position of ($293,678,840) during FY 2016/17 reflects the first 103 days of toll operations. The eight -mile stretch between Interstate 15 and the Crange/Riverside County line and a tolled direct connector reached substantial completion and opened to motorists on March 20, 2017. • In FY 2016/17, total operating revenues of $10,125,295 include tdl, violation penalty, and account fee revenues and Crange County Transportation Authority (OCTA) reimbursements. Total operating expenses of $5,831,624 include roadway and tdl systems maintenance, customer service, back office operations, and other support costs. Overview of the Financial Statements This discussion and analysis is intended to serve as an introduction to the Fund's financial statements. The financial statements are oorrprised of the Fund financial statements and notes to the financial statements. The statement of net position presents information on all of the Fund's assets, liabilities, deferred outflows of resources, and deferred inflows of resources, with the difference reported as net position. Cver time, increases or decreases in net position may serve as a useful indicator of whether the financial position of the Fund is improving or deteriorating. The statement of revenues, expenses and changes in net position presents information showing how the Fund's net position changed during the fiscal year. All changes in net position are reported as soon as the underlying event giving rise to the change occurs, regardless of the timing of related cash flows. Thus, revenues and expen.,es and reported for some items that will only result in cash flows in future fiscal periods. The statement of cash flows presents information on the cash flows related to operating, noncapital financing, capital and related financing, and investing activities. The Fund financial statements can be found on pages 8-11 of this report. Notes to the financial statements provide additional information that is essential to a full understanding of the data provided in the financial statements. The notes to the financial statements can be found on pages 12-22 of this report. 91 Express Lanes Financial Analysis As noted previously, net position may serve over time as a useful indicator of the Fund's financial position. At June 30, 2017, the Fund's net position reflected a deficit of $293,678,840. Our analysis below focus,oe on net position and changes in net position of the Fund's financial activities. 3 RCTC 91 Bg3ress Lanes Fund Management Discussion and Analysis For the Year Ended June 30, 2017 RCTC 91 Express Lanes Fund Net Position 2017 Current and other assets $ 8,591,572 Restricted assets 27,562,399 Capital assets, net 71,341,737 Intangible assets, net 234,075,489 Total assets 341,571,197 Deferred outflows of resources 84,567 Total assets and deferred outflows of resources 341,655,764 Current liabilities 6,770,239 Longterm liabilities 628,562,082 Total liabilities 635,332,321 Deferred inflows of resources 2,283 Total liabilities and deferred idiom of resources 635,334,604 Net position Net investment in capital assets (301,737,495) Restricted 242,134,144 Unrestricted (deficit) (234,075,489) Total net position (deficit) $ (293,678,840) The Fund's net investment in capital assets reflect a deficit of $301,737,495 and represents (102.7%) of the total net position (deficit) in FY 2016/17. The Fund's net position reflects its investment in capital assets (i.e., land and land improvements; buildings; toll infrastructure; equipment, fumiture and fixtures; and transponders), less any related outstanding debt used to acquire these assets. The Fund wes these capital and intangible assets to provide improved mobility for the Fund customers and commuters along the SR-91 corridor. Restricted net position, representing resources subject to external restrictions on how they may be used, was $242,134,144 and represents 82.4% of the total net position at June 30, 2017. The Fund's unrestricted (defidt) of $234,075,489 is related to the toll -supported debt issued for nonspendable intangible assets of the Fund. The analysis belowfocu,,cs on the changes in net position. 4 RCTC 91 Bg3ress Lanes Fund Management Discussion and Analysis For the Year Ended June 30, 2017 Operating revenues Toll, penalties, and fees Total operating revenues RCTC 91 Express Lanes Fund Changes in Net Position 2017 $ 10,125,295 10,125,295 Operating expenses Management and operational services 2,691,372 C her operating expenses 275,308 Professional services 117,772 General and administrative 219,932 Depredation and amortization 2,527,24.0 Total operating expenses 5,831,624 Operating inoome 4,293,671 Nonoperating revenues (expenses) Investment income 3,435 Investment expense (7,428,630) Total nonoperating expenses (7,425,195) Loss before transfers Transfers from the Commission, net Changes in net position Total net position at beginning of year Total net position at end of year (3,131,524) (290,547,316) (293,678,840) $ (293,678,840) The Fund's total operating revenues were $10,125,295, while total operating expenses were $5,831,624. Total traffic volume on the RCTC 91 Evros., Lanes Fund during FY 2016/17 was approximately 4,049,000 trips. Capital and Intangible Assets Capital Assets As of June 30, 2017, the Fund had $71,341,737 net of accumulated depredation, invested in a broad range of capital assets induding: land and land improvements; buildings; toll infrastructure comprised of oommunication equipment and computer hardware and software; equipment, fumiture and fixtures; and transponders. 5 RCTC 91 Bg3ress Lanes Fund Management Discussion and Analysis For the Year Ended June 30, 2017 RCTC 91 Express Lanes Fund Capital Assets, Net of Depreciation 2017 Land and land improvements $ 44,658,207 Tdl infrastructure 26,071,062 Transponders 109,743 Buildings 484,809 Equipment, furniture, and vehides 17,916 Total capital assets, net $ 71,341,737 More detailed information about the Fund's capital assets is presented in note 4 to the financial statements. Intangible Assets The information below is a sunrrrary of the Commission's intangible assets, net of amamulated amortization: RCTC 91 Express Lanes Fund Intangible Assets, Net of Amortization 2017 Intangible assets $ 235,251,748 Less acxoamulated amortization (1,176,259) Total intangible asset, net $ 234,075,489 More detailed information about the Fund's intangible assets is presented in note 5 to the financial statements. Debt Administration As of June 30, 2017, the Fund had $628,551,670 outstanding in tdl revenue bonds, including a tdl revenue bond in the form of a Transportation Innovation Finance and Infrastructure Ad (T1FIA) loan. RCTC 91 Express Lanes Fund Outstanding Debt 2017 Toll revenue bonds $ 189,923,251 TIFIA loan 438,628,419 Total outstanding debt $ 628,551,670 Additional information on long-term debt can be found in note 7 to the financial statements. 6 RCTC 91 Express Lanes Fund Management Discussion and Analysis For the Year Ended June 30, 2017 Economic and Other Factors The Fund makes up $16,839,800 or 4% of Commission's FY 2017/18 revenue budget. In FY 2017/18, toll and non - toll revenues are forecasted to increase by 174.1 % over the FY 2016/17 budget. This increase is due to a full fiscal year of operations compared to approximately one-half year of operations anticipated in FY 2016/17. The average projected long-term rate of growth for toll road revenues beyond FY 2017/18 is 7.6%. The majority of expen.cs related to the Fund within FY 2017/18 budget are on -gang general costs related to day-to- day operations of the toll facility. Since the Fund is a fully electronic toll facility, motorists pay tolls through the convenient use of windshield mounted FasTrak®transponders that automatically deduct toll charges from a prepaid account. Under a cooperative agreement entered into with OCTA in December 2011, the RCTC 91 Express Lanes are jointly operated with the OCTA 91 Express Lanes and collectively referred to as the 91 Express Lanes. The Commission and OCTA agreed on the use of the same initial operator, cost and revenue sharing, toll policies, business rules, interoperability of technology, and shared marketing activities. The joint operation allows for the sharing of costs and a seamless customer experience. Contacting 91 Express Lane's Management This financial report is designed to provide a general overview of the Fund's finances for all those with an interest in the government's finances and to demonstrate the Fund's accountability for the money it receives. Questions concerning any of the information provide in this report or requests for additional information should be addressed to the Chief Financial Officer, Finance Department at the Riverside County Transportation Commission, 4080 Lemon Street, 3d Floor, P.O. Box 12008, Riverside, CA 92502-2208. 7 RCTC 91 Express Lanes Fund (Enterprise Fund of the Riverside County Transportation Commission) Statement of Net Position June 30, 2017 Assets Current assets Cash and ink $ 4,726,984 Receivables Accounts 993,418 Interest 90,267 Molations 2,649,568 Prepaid expenses 131,135 Total current assets 8,591,5r2 Noncurrent assets Restrided cash and investments 27,569,399 Capital assels, net Nondepredable 44,658,207 Depreciable 26,6R3,530 Intangible assets 234,075,489 Total noncurrent assets 332,979,695 Total assets 341,571,197 Deferred oulflows of resources Deferred oullicws - pensions Deferred outflows - diner post -employment benefits Total as15 and deferred oulfloncs of resources 69,500 15,067 341,655,764 Liabilities Current liabilities A000unts payable 1,060,896 Ird�est payable 1,844,320 Due th other Commission funds 1,151,216 Uneamed revenues 2,649,568 Compensated absences liability 5,826 Total current liabilities 6,711,826 Noncurrent liabilities Net pension liability 45,906 Cher post -employment benefits liability 12,507 Compensated absences liability 10,412 Bonds payable - due in more than one year 628,551,670 Total noncurrent liabilities 628,620,495 Total liabilities R15,332,321 Deferred inflows of resources Deferred inflows- pensions Total liabilities and deferred inflows of resources 2,283 R15,334,604 Net position Net investment in capital aS Js (301,737,495) Restricted for: Nonspendable intangible assets 234,075,489 Toll operations 8,058,655 Unrestricted (deficit) (234,075,489) Total net position (defidt) $ (A13,678,840) See notes to financial staterrents 8 RCTC 91 Express Lanes Fund (Enterprise Fund of the Riverside County Transportation Corrrrission) Statement of Revenues, Expenses and Changes in Fund Net Position For the Year Ended June 30, 2017 Operating revenues Tolls, penalties, and fees $ 10,125,295 Operating expenses Management and operational servioas 2,691,372 Other operating expenses 275,308 Profcmional servioes 117,772 General and administrative eqcenses 219,932 Depreciation and amortization 2,527,24-0 Total operating expenses 5,831,624 Operating income 4,293,671 Nonoperating revenues (expenses) Investment income 3,435 Interest expense (7,428,630) Total nonoperating revenues (expenses) (7,425,195) Loss before transfers Transfers from the Commission, net Change in net position Net position at beginning of year Net position at end of year See notes to financial statements 9 (3,131,524) (290,547,316) (293,678,840) $ (293,678,840) RCTC 91 Express Lanes Fund (Enterprise Fund of the Riverside County Transportation Commission) Statement of Cash Flows For the Year Ended June 30, 2017 Cash flows from operating activities Reoaipts from customers and users $ 9,115,394 Payments to vendors (2,100,261) Payments to employe (132,635) Payments for RCTC interfund servioes used (264,662) Reimbursements received for shared casts 14,314 Net cash provided by operating activities 6,632,150 Cash flows from noncapital financing activities Transfers from governmental activities for operations and maintenance Exoess investment eamings received Net cash provided by noncapital financing activities Cash flows from capital and related financing activities Transfers from governmental activities for debt service Interest paid on long-term debt Net cash provided by capital and related financing activities Cash flows from investing activities Decrease in fair market value of investments Interest received Net cash used for investing activities 3,137,666 1,127,554 4,265,220 22,824,849 (1,427,900) 21,396,949 (8,643) 3,707 (4,936) Net increase in cash and cash equivalents 32,289,383 Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year $ 32,289,383 Reconciliation of cash and cash equivalents to statement of net position Cash and investments $ 4,726,984 Restricted cash and ink 27,562,399 Total cash and cash equivalents $ 32,289,383 See notes to financial staterrents 10 RCTC 91 Evress Lanes Fund (Enterprise Fund of the Riverside County Transportation Corrrrission) Statement of Cash Flows, Continued For the Year Ended June 30, 2017 Recondliation of operating inoome (loss) to net cash provided by (used for) operating acts ities Operating income Adjustments to reconcile operating income to net cash provided by (used for) operating activities Depredation and amortization expense Change in assets and liabilities (Increase) Decrease in vidations receivables (Increase) Decrease in other receivables, net (Increase) Decree in prepaid assets (Increase) Decrease in pension and post -employment benefit liabilities Increrse (Decrease) in amounts payable Increase (Decrease) in due to other funds Increase (Decrease) in unearned revenues IncreAse (Decrease) in oompensated absenoes liability Total adjustments Net cash provided by operating activities Norxash capital, finandng and investing activities Amortization of bond discount Aocreted and compounded interest Unrealized loss on investment eamings See notes to financial statements 11 $ 4,293,671 2,527,240 (2,649,568) (993,418) (131,335) (23,871) 919,963 23,662 2,649,568 16,238 2,338,479 $ 6,632,150 $ 20,261 4,135,789 90,267 RCTC 91 Express Lanes Fund Notes to Financial Statements June 30, 2017 Note 1. Reporting Entity After more than a decade of work, which includes approximately three years of construction, the Riverside County Transportation Commission (Commission) achieved substantial completion on the SR-91 Corridor Improvement (91 Project) on March 20, 2017, which included express lane and general purpose lane improvements. In achieving substantial completion, the RCTC 91 Express Lanes opened to traffic and tolling commenced. The RCTC 91 Express Lanes cover an eight -mile stretch on State Route 91 (SR-91) between Interstate 15 (1-15) and the Crange/Riverside County line and a tdled direct connector. The RCTC 91 Express Lanes Fund (Fund) is reported as a major enterprise fund in the Commission's basic financial statements. The accompanying financial statements present the net position, changes in net position, and cash flows of the Fund only. They do not purport to, and do not, present the overall finandal position of the Commission or its changes in net position as of June 30, 2017. Note 2. Surrmary of Significant Accounting Policies The accounting policies of the Fund are in oonfomity with generally acrapted accounting principles applicable to governmental units. The Governmental Accounting Standards Board (GASB) is the acn.pted standard -setting body for establishing accounting and finandal reporting principles. Basis of Accounting: The financial statements of the Fund are reported using the economic resources measurement focus and the accrual basis of accounting. Revenues consisting substantially of tolls and fees, are recorded when eamed, and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Toll revenue is recognized Men the customers utilize the tdl road facility. Enterprise funds distinguish operating revenues and expenses from nonoperating items. Operating revenues and expenses generally result from providing services in connection with an enterprise fund's principal and ongoing operations. The principal operating revenues of the Fund are charges to customers for use of the tdl facility. Cperating expenses for the Fund include the east of services, administrative expenses, and depredation and amortization on capital and intangible assets. Al revenues and expenses not meeting this definition are reported as nonoperating revenues and expenscs. Cash and investments: The Commission maintains cash and investments in accordance with the Investment Policy adopted by the Board of Commissioners in April 2016. The Investment Policy complies with the Califomia Government Code (Code). Investments of bond proceeds as permitted by the applicable debt documents are maintained with U.S. Bank as trustee. Separate investment accounts are maintained for the proceeds of bond issues, with the eamings for each bond issue accounted for separately. The Fund participates in the Riverside County Pooled Investment Fund (RCPIF). Cash from other Commission revenue sources is commingled for investment purposes in the RCPIF, with investment eamings allocated to the different accounts based on average daily account balances. The Commission holds investments that are measured at fair value on a recurring basis. Investments in U.S. Treasury obligations, U.S. agency securities, corporate notes, and mortgage and asset -backed securities are carried at fair value based on quoted market prioes, except for money market investments, which are carried at amortized cost which approximates fair value. The RCIPF is carried at fair value based on the value of each participating dollar as provided by RCI PF. Cash and cash equivalents: For the purpose of the statement of cash flows, the Commission considers all short-term investments with an initial maturity of three months or less to be cash equivalents. Al deposits, commercial paper, money market funds, certificates of deposit, and the Fund's share of the RGPF represent cash and cash equivalents for cash flow purposes. 12 RCTC 91 Express Lanes Fund Notes to Financial Statements June 30, 2017 Note 2. Su : of Si • nificant Accounti • Policies, Continued Restricted cash and investments: Investments set aside in the Senior Lien Obligations Reserve Fund, Senior Lien Capitalized Interest Fund, and Toll Revenue Fund are pursuant to the terms of the 2013 Indenture and their use is limited by applicable debt terms and conditions. Pemitted investments per the debt indentures include government obligations, State of Califomia and local agency obligations, banker's acrPptances, commercial paper, negotiable certificates of deposit, repurchase agreements, money market funds, other mutual funds, investment agreements, RCIPF, and variable and floating rate securities. Receivables: Violations receivables include uncollected violation tolls and penalties. If violations and penalties remain owed for more than 90 days, they are turned over to the collection agency. Other receivables include amounts due from other Califomia toll road agencies related to their customers' use of the RCTC 91 ExprPSS Lanes, as well as amounts owed from the Orange County Transportation Authority (OCTA) in accordance with a cooperative agreement. Capital assets: Capital assets indude land and land irrprovements; toll infrastructure; buildings; equipment, fumiture and fixtures; and transponders. Capital assets are defined by the Fund as assets with an initial, individual cost of more than $5,000 and a useful life in excess of one year. It is also the Fund's policy to capitalize transponder purchases, as they are considered a significant class of assets even though individually under $5,000. Such assets are recorded at historical cost. The costs of normal maintenance and repairs that do not add value to the asset or materially extend asset lives are not capitalized. Capital assets are depreciated using the straight-line method over the following estimated useful lives: Asset Type Useful Life Buildings 10 years Equipment, fumiture and fixtures 3 to 5 years Toll infrastructure 5 to 10 years Transponders 5 years Intangible assets: In May 2012 the Commission entered into a toll fadlity agreement with Califomia's Department of Transportation (Caltrans) and obtained authority to toll the SR-91 from the Orange County/Riverside County line to 1-15 for 50 years commencing as of the first day on which the RCTC 91 Express Lanes open for public use and toll operations. The RCTC 91 ExprPSS Lanes opened on March 20, 2017. Deferred outflows of resources: In addition to assets, the statement of net position reports a separate section for deferred outflows of resources. This separate financial statement element, represents a consumption of net position that applies to a future period and so will not be recognized as an outflow of resources (expense) until then. As of June 30, 2017, the Fund only has two items which qualify for reporting in this category— pension and other post -employment benefits. Due to other Commission funds: During the course of operations, transactions omir between governmental funds involving goods provided and services rendered. Compensated absences: Vacation hours am emulated and not taken at year-end is reported as a long-term liability, net of current portion, in the Fund. 13 RCTC 91 Express Lanes Fund Notes to Financial Statements June 30, 2017 `Note 2. Surrrnary of Significant Accounting Policies, Continued Sick leave is recorded as an expense when taken by the employee. Employees with continuous five years of service have the option of being paid for sick leave accumulated in excess of 240 hours at a rate of 50% (i.e., one hour's pay for every two hours in excess of 240). Any sick leave in excess of 240 hours is accrued at fiscal year-end, and a liability is reported in the Fund. Pensions: For purposes of measuring the net pension liability and deferred outflows/i nfl mks of resources related to pensions and pension expense, information about the fiduciary net position of the Commission's Califomia Public Ent)loycce' Retirement System (CaIPERS) plans (Plans) and additions to/deduction from Plans' fiduciary net position have been determined on the same basis as they are reported by CaIPERS. For this purpose, benefit payments (including refunds of employee contributions) are recognized when due and payable in accordance with benefit terrrs. Investments are reported at fair value. Postemployment benefits other than pensions: The Commission early implemented GASB Statement No. 75, Accounting and Financial Reporting for Fbsterrployaunt Benefits Other Than Pensions, and GASB Statement No. 85, Omnibus 2017, as of June 30, 2016. Management determined that the net impact on beginning net position was not significant and included the impact in current year expen.,es. For purposes of measuring the net other post -employment benefits (OPEB) liability, deferred outflows/inflows of resources related to the OPEB liability and OPEB expense, information about the fiduciary net position of the Commission's OPEB plan, and additions to/deductions from the OPEB fiduciary net position have been detemined on the same basis as they are reported by Califomia Employers' Retiree Benefit Trust (CERBT) administered by CaIPERS. For this purpose, benefit payments are recognized when due and payable in accordance with benefit terms. Investments are reported at fair value, except for money markets and participating interest- eaming investment contracts that have a maturity at the time of purchase of one year or less, which is reported at oost. Deferred in lows of resources: In addition to liabilities, the statement of net position reports a separate section for deferred inflows of resources. This separate financial statement element, represents an acquisition of net position that applies to a future period and will not be recognized as an inflow of resources, or revenue, until then. The Fund has one item— pension —which qualifies for reporting in this category. Fisk management: The Fund purchases commercial property insurance including business interruption, earthquake, and flood coverage related to the toll facility. Net position: Net position represents the difference between assets plus deferred outflow of resources and liabilities plus deferred inflow of resources and is classified into three categories: ■ Net investment in capital assets consists of capital assets, net of accumulated depredation, reduced by the outstanding balances of any borrowings used for the acquisition, construction, or improvement of those assets and exd udes unspent debt proceeds. ■ Restricted net position represents restricted assets IPss liabilities related to those assets. Restricted assets are recorded Men there are (irritations imposed by creditors (such as through debt covenants). The statement of net position includes restricted net position for nonspendable intangible assets and the portion of net toll revenues restricted by the 2013 Master Indenture for toll operations. ■ Unrestricted (deficit) represents the amounts of unrestricted resources that will need to be provided in future periods. When both restricted and unrestricted resources are available for use, it is the Fund's policy to use restricted resources first and then unrestricted resources as they are needed. 14 RCTC 91 Express Lanes Fund Notes to Financial Statements June 30, 2017 Note 2. Summary of Significant Accounting Policies, Continued Use of estimates: The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumption that affect certain reported amounts and disclosures during the reporting period. As such, actual results could differ from those estimates. Note 3. Cash and Investments Cash and investments are cornprised of the folowing at June 30, 2017: Cash in bank I nvestrrents VUth RCPI F VVIth Trustee Total investments Total cash and investments $ 4.60,571 4,266,413 27,562,399 31,828,812 $ 32,289,383 Total cash and investments are reported in the financial statements as: Unrestricted cash and investments $ 4,726,984 Restricted cash and investments 27,562,399 Total cash and investments $ 32,289,383 Fair Value Hierarchy: The Commission categorizes its fair value measurements within the fair value hierarchy established by generally accepted accounting principles. The hierarchy is based on the valuation inputs used to measure fair value of the assets. Level 1 inputs are quoted prices in an active market for identical assets; Level 2 inputs are significant other observable inputs; and Level 3 inputs are significant unobservable inputs (the Commission does not value any of its investments using Level 3 inputs). The following is a sur r r r nary of the fair value hierarchy of the fair value of investments of the Fund as of June 30, 2017: Investments by fair value level: Fair Value Measurements Using Quoted Prices in Active Significant Other Markets for Identical Observable June 30, 2017 Assets (Level 1) Inputs (Level 2) Investments subject to fair value hierarchy: U.S. Treasury obligations $ 8,456,673 $ 8,456,673 $ — U.S. agency securities 2,190,181 — 2,190,181 Corporate notes 1,856,989 — 1,856,989 Money market mutual funds 7,100,041 — 7,100,041 Mortgage and asset -backed securities 7,958,515 — 7,958,515 Total investments measured at fair value 27,562,399 $ 8,456,673 $ 19,105,726 Investments not subject to fair value hierarchy: RCPI F Total investments 4,266,413 $ 31,828,812 Investments classified in Level 1 of the value hierarchy, valued at $8,456,673 are valued using quoted prices in active markets. 15 RCTC 91 Express Lanes Fund Notes to Financial Statements June 30, 2017 Note 3. Cash and Investments, Continued U.S. agency securities totaling $2,190,181, corporate notes totaling $1, 856, 989, money market funds totaling $7,100, 041, and mortgage and asset -backed securities totaling $7,958,515, dassified in Level 2 of the fair value hierarchy, are valued using nutrix pridng techniques maintained by various pridng vendors. Matrix pridng is used to value securities based on the securities' relationship to benchmark quoted prices. Fair value is defined as the quoted market value on the last trading day of the period. These prices are obtained from various pricing sources by the custodian bank. As of June 30, 2017 the Fund has the following restricted investments: Investments Fair Value Principal Interest Rate Range Weighted Average Maturity Range Maturity (Years) RCPI F Held by Trustee Corporate notes Money Market Mortgage and asset - backed securities U.S. agency securities U.S. Treasury obligations Total Investments Portfolio weighted average $ 4,266,413 $ 4,275,056 0.82%-1.53% 1,856,989 7,100,041 7,958,515 2,190,181 8,456,673 1,854,890 7,100,041 7,968,144 2,168,632 8,505,681 $ 31,828,812 $ 31,872,444 1.378%-1.921 % 0.000%— 0.001 % -2.636%— 3.385% 0.950%-1.890% 0.070%— 2.212% 7/1/17 — 6/29/22 1.130 9/1/17 — 11/6/17 N/A 8/1/17 — 9/16/55 8/4/17 — 1/13/22 8/31/17—1/15/27 0.615 0.100 14.684 3./1/1/1 4.668 4.107 The weighted average maturity is calculated using the investment's effective duration weighted by the investment's fair value. As of June 30, 2017, mortgage and asset -backed securities totaled $7,958,515. The underlying assets are consumer receivables that include credit cards, auto/equipment, and home loans. The securities have a fixed interest rate and are rated Aaa/AA+ at least two of the three nationally recognized statistical rating organizations Deposits and withdrawals in the RCPIF are made on the basis of $1.00 (cost basis) and not fair value. Accordingly, the Fund's investment at June 30, 2017 is uncategorized, not defined as Level 1, Level 2, or Level 3 input. Interest rate risk: While the Commission does not have a formal policy related to the interest rate risk of investments, the Commission's investment policy follows the Code as it relates to limits on investment maturities as a means of managing exposure to fair value losses arising from increasing interest rates. In accordance with the Commission's investment policy, restricted investments are invested in accordance with the maturity provisions of the spedfic bond indenture, which may extend beyond five years. Custodial credit risk: Custodial credit risk for deposits is the risk that, in the event of the failure of a depository financial institution, a government will not be able to recover its deposits or will not be able to recover collateral securities that are in the possession of an outside party. The custodial credit risk for investments is the risk that, in the event of the failure of the counterparty (e.g., broker -dealer) to a transaction, a government will not be able to recover the value of its investment or collateral securities that are in the possession of another party. The Commission's investment policy requires that a third party bank trust department hold all securities owned by the Commission. All trades are settled on a delivery versus payment basis through the Commission's safekeeping agent. 16 RCTC 91 Express Lanes Fund Notes to Financial Statements June 30, 2017 Note 3. Cash and Investments, Continued The Fund has deposits with a bank balance of $460,571 with a financial institution; bank balances over $5,000,000 are swept daily into a money market aocount. Of the bank balance, up to $250,000 is federally insured under the Federal Depository Insurance Corporation with balances in excess of $250,000 collateralized in accordance with the Code; however, the collateralized securities are not held in the name of the Commission. Credit risk: The Commission's investment policy as well as the specific bond indentures set minimum acceptable credit ratings for investments from any of the three nationally recognized statistical rating organizations. The following table is a summary of the credit quality distribution and concentration of credit risk by investment type as a percentage of each categorys fair value at June 30, 2017; securities denoted as NR are not rated by one of the nationally recognized statistical rating organizations. Investments Moody's S&P %of Portfolio RCPI F Aaa-bf V1 13.40% Corporate Notes Al A- 1.90% Notes A2 A 0.79% Notes A3 BBB+ 0.95/0 Notes Aaa NR 2.20% Money market mutual funds Funds NR NR 22.31 % Mortgage and asset backed securities Securities Aaa AA+ 25.00% U.S. agency securities Notes 6.88% U.S. Treasuries Treasury 26.57% Total 100.00% Concentration of credit risk: The Commission's investment policy places a limit of 10% on the amount of investment holdings with any one non-U.S. Government or non-federal agency issuer. As of June 30, 2017, the Commission did not have investments in any one issuer that represents more than 5%of the Commission's total investments. 17 RCTC 91 Egress Lanes Fund Notes to Financial Statements June 30, 2017 Note 4. Capital Assets Capital assets activity for the Fund for the year ended June 30, 2017 is as follows: Balance June 30, 2016 Balance Transfers Additions June 30, 2017 Capital assets not being depredated: Land and land improvements Capital assets being depredated: Tdl infrastructure Transponders Buildings Office fumiture, equipment and vehides Total capital assets being depredated Less accumulated depredation for: Tdl infrastructure Transponders Buildings Office fumiture, equipment and vehides Total ammulated depredation Total capital assets being depredated, net Capital assets, net — $ 44,658,207 $ — $ 44,658,207 27,4.08,768 686,813 27,4.08,768 122,506 122,506 686,813 18,428 18,428 28,095,581 140,934 28,236,515 (202,004) — (202,004) 27,893,577 (1,337,706) (12,763) (512) (1,337,706) (12,763) (202,004) (512) (1,350,981) (1,552,985) (1,210,047) 26,683,530 $ 72,551,784 $ (1,210,047) $ 71,341,737 Note 5. Intangible Assets and Service Concession Arrangements Cn May 14, 2012, the Commission entered into a toll facilities agreement with Caltrans providing the Commission with authorization to toll the SR-91 from Crange/Riverside County line to 1-15 for 50 years comrnendng as of the first day on which the RCTC 91 Express Lanes open for public use and toll operations. The agreement also set forth the Commission's leasehold rights to Caltrans' right of way and Caltrans' oversight role in the operations and maintenance of the RCTC 91 Express Lanes. Intangible asset activity for the year ended June 30, 2017 was as follows: Balance June 30, 2016 Transfers Additions Balance June 30, 2017 Toll facility franchise $ — $ 235,251,748 $ — LesS accumulated amortization — (1,176,259) Total toll facility franchise, net $ — $ 235,251,748 $ (1,176,259) $ 235,251,748 (1,176,259) $ 234,075,489 18 RCTC 91 Express Lanes Fund Notes to Financial Statements June 30, 2017 Nate 6. Interfund Transactions Due fromlo other funds: The composition of balances related to due from other funds and due to other funds at June 30, 2017 is as follows: Payable Fund Receivable Fund Amount Explanation RCTC 91 Express Lanes Enterprise fund Commission's Capital Projects fund RCTC 91 Express Lanes Enterprise fund Commission's General fund Total due to other Commission funds Interfund transfers: During 2017, interfund transfers were as follows: $ 1,127,554 23,662 $ 1,151,216 Excess investment eamings Fringe benefits allocation Transfer Out Transfer In Amount &planation Commission's Capital Projects fund Commission's Debt Service fund Commission's Governmental activities Total transfers RCTC 91 Express Lanes $ 3,137,666 Transfer of reserves for toll operations Enterprise fund and maintenance RCTC 91 Express Lanes 22,906,746 Transfer of debt service reserves Enterprise fund RCTC 91 Express Lanes (316,591,728) Net transfer of capital and intangible Enterprise fund assets and long -temp liabilities. $(290,547,316) In connection with the substantial completion of the 91 Project in March 2017 and the commencement of toll operations on the RCTC 91 Express Lanes, the Commission transferred $307,803,532 of capital and intangible costs from the governmental activities to the Fund, and the Fund assumed the transfer of $624,395,260 in toll -supported long -temp debt related to the 91 Project. Nate 7. Long -Term Obligations Toll revenue bonds payable: In July 2010, the Commission authorized the issuance and sale of not to exceed $900 million of toll revenue bonds related to the 91 Project. Balance June 30, 2016 Transfers Additions / Balance Due Within Accretion Reductions June 30, 2017 One Year Toll revenue bonds: 2013 Bonds Toll revenue bonds discount Total bonds payable, net TI FIA loan Compensated absences liability — — 18,675 (2,437) 16,238 5,826 Total long-term obligations $ — $624,395,260 $4,154,4.64 $ 18,184 $ 628,567,908 $ 5,826 $ 190,873,467 $ 1,197,303 $ (2,168,14.0) $ 192,070,770 $ 20,621 (2,147,519) 188,705,327 1,197,303 20,621 189,923,251 435,689,933 2,938,486 — 438,628,419 19 RCTC 91 Express Lanes Fund Notes to Financial Statements June 30, 2017 Note 7. Long -Term Obligations, Continued 2013 Toll Revenue Bonds, Series A (Current Interest Obligation): Outstanding In July 2013, the Commission issued $123,825,000 principal amount of serial current interest bonds (CIBs) at a discount of $2,433,315 to fund a portion of the 91 Project, pay capitalized interest during construction, fund a debt service reserve fund, fund an initial amount for an operations and maintenance fund, and pay costs of issuance. The CI Bs consist of a serial bond maturing on June 1, 2044 in the amount of $39, 315, 000 at an interest rate of 5.75% and a term bond due on June 1, 2048 in the amount of $84,510,000 with annual sinking funds payments of $42,255,000 on June 1, 2047 and June 1, 2048 at an interest rate of 5.75%. $ 123,825,000 In accordance with the bond rrralurity schedule, annual debt service requirements to nu urity for the 2013 Toll Bonds CIBs payable throughout the term of the bonds are as follows: Year Ending June 30 Principal Interest Total 2018 2019 2020 2021 2022 2023-2027 2028-2032 2033-2037 2038-2042 2043-2047 2048 81,570,000 42,255,000 — $ 7,119,900 7,119,900 7,119,900 7,119,900 7,119,900 35,599,700 35,599,700 35,599,700 35,599,700 28,817,900 2,429,700 $ 7,119,900 7,119,900 7,119,900 7,119,900 7,119,900 35,599,700 35,599,700 35,599,700 35,599,700 110,387,900 44,684,700 $ 123,825,000 $ 209,245,900 $ 333,070,900 2013 Toll Revenue Bonds, Series B (Capital Appreciation Obligation): Outstanding In July 2013, the Commission issued $52,829,600 principal amount of serial capital appreciation bonds (CABS) to fund a portion of the 91 Project, pay capitalized interest during construction, fund a debt service rcecrve fund, fund an initial amount for an operations and maintenance fund, and pay costs of issuance. The CABs will not pay current interest as interest will be compounded corrrnendng December 2013 semiannually and paid at maturity. Therefore, the CABs will increase in value, or accrete, by the accumulation of such compounded interest from its initial principal amount to the maturity value in installments ranging from $3410,000 to $34,220,000 on various dates from June 1, 2022 through June 1, 2043. Interest rates and yield to maturity range from 5.30%to 7.15%. During 2017, the accretion amount was $4,242,848. $ 68,245,770 In accordance with the bond maturity schedule, annual debt service requirements to maturity for the 2013 Toll Bonds CABs payable throughout the term of the bonds are as follows: Year Ending June 30 2022 2023-2027 2028-2032 2033-2037 2038-2042 2043 Principal $ 2,396,700 16,888,4.00 16,178,300 5,574,400 7,607,000 4,184,800 Accreted Interest Total $ 1,423,300 $ 3,820,000 17,371,600 34,260,000 31,871,700 48,050,000 16,525,600 22,100,000 48,423,000 56,030,000 30,035,200 34,220,000 $ 52,829,600 $ 145,650,400 $ 198,480,000 20 RCTC 91 Express Lanes Fund Notes to Financial Statements June 30, 2017 Note 7. Long -Term Obligations, Continued 71F1A Loan Agreement: Outstanding In July 2013, the Commission executed a TIFIA loan of up to $421,054,409, which proceeds financed a portion of the costs for the 91 Project. During construction and for a period of up to five years following substantial completion, interest is compounded and added to the initial 11FIA loan. The 11FIA loan requires mandatory debt service payments at a minimum and scheduled debt service payments to the extent additional funds are available. TIFIA debt service payments are expected to corrrI ence on December 1, 2021, which is five years after substantial completion of the 91 Project, through June 1, 2051. The interest rate of the 11FIA loan is 3.47%. During 2017, $143,358,089 was drawn on the 11FIA loan. The 11FIA loan is a tdl revenue bond that is subordinate to the senior tdl revenue bonds. $ 438,628,419 In accordance with the 11FIA loan [maturity schedule, the approximate mandatory annual debt service requirements to maturity for the TIFIA loan payable throughout the term of the loan are as follows: Mandatory Year ending June 30 Principal Interest Total 2022 2023-2027 2028-2032 2033-2037 2038-2042 2043-2047 2048-2051 Total Future oorrpounded interest Total TIFIA loan 151,000 71,575,000 114,056,000 157,696,000 159,860,000 $ 1,921,000 20,156,000 61,675,000 84,246,000 65,317,000 4.6,751,000 12,075,000 $ 1,921,000 20,156,000 61,826,000 155,821,000 179,373,000 204,447,000 171,935,000 503,338,000 $ 292,141,000 (64,709,600) $ 438,628,400 $ 795,479,000 Pursuant to the toll indenture and 11FIA loan agreement, the Commission deposited with the trustee $136,451,515 into an equity account through 2017 for payment of 91 Project costs. In connection with the issuance of the 2013 Toll Bonds consisting of the CIBs and CABs, a debt service reserve of $17,665,460 and an operations and maintenance fund of $3,137,666 were established. Additionally, the toll indenture and 11FIA loan agreement require the Commission to establish a subordinate obligations reserve fund of $20,000,000 with Measure A sales tax revenues no later than July 1, 2019, to the extent that the proceeds from the sales of excess right of way acquired by the Commission in connection with the 91 Project are insufficient. 21 RCTC 91 Express Lanes Fund Notes to Financial Statements June 30, 2017 Note 8. Commitments and Contingenci Cooperative agreements: The RCTC SR-91 Express lanes are jointly operated with the existing OCTA 91 Express Lanes and coilectively referred to as the 91 Exprrsa Lanes. Under the Orange -Riverside Cooperative Agreement, which was entered into in December 2011, the Commission and OCTA agreed on the use of the same initial toll operator, cost and revenue sharing, toll policies, business rules, interoperability of technology, and marketing activities as well as OCTA review of design plans and construction activities for the 91 Project. In May 2013 the Commission entered into a three -party agreement with CCTA and Cofiroute USA, LLC (Cofiroute), as the operator, for the operations of the 91 Express Lanes. This will ensure a streamlined and consistent intercounty travel for motorists on the OCTA 91 Express Lanes in Crange County and RCTC 91 Express Lanes in Riverside County. Cofiroute provides operating services in the annual amount of $6,942,600 plus inflation for three initial years with two one-year extension options, subject to Board of Commissioners approval. Cofiroute is responsible for the day -today operations of the toll facility. The agreement expires on June 30, 2021. Purchase commitments: The Fund has entered into other agreements in the ordinary course of business with companies and other govemrrental agencies related to operations and maintenance. Those agreements, which are significant, are funded with available and future revenues. Note 9. Pensions and Other Post- • • - Benefits Other Than Pensions OPEB The Fund participates in the Commission's cost -sharing multiple employer defined benefit pension plan administered by the Califomia Public Employees' Retirement System and the Commission's OPEB. Employees of the Fund are employees of the Commission as a whole. The required note disclosures regarding pension plans and OPEB are included in the Commission's financial statements. Please see those financial statements for information about the pension plans and CPEB as a while. The net pension and OPEB liabilities of $45,906 and $12,507, respectively, reported by the Fund, represent the Fund's proportional share of the Commission's cost -sharing multiple employer defined benefit pension plan of $7,639,639 and CPEB liability of $676,000. The Fund's net pension liability and OPEB liability represent 0.6%and 1.9%of the Commission's net pension liability and CPEB liability, respectively. Note 10. Pronouncements Issued, Not Yet Effective The GASB pronouncements issued prior to June 30, 2017 that have an effective date that may impact future financial presentations indude: • GASB Statement No. 83, Certain Assets Retirenn;nt Obligations, effective for fiscal years beginning after June 15, 2018; • GASB Statement No. 84, RduciaryActivities, effective for fiscal years beginning after December 15, 2018; • GASB Statement No. 86, Certain Debt Extinguishment Issues, effective for fiscal years beginning after June 15, 2017; and • GASB Statement No. 87, Leases, effective for fiscal years beginning after December 15, 2019. Management has early implemented GASB Statement No. 75, Accounting and Financial Reporting for PosterrploynEnt Benefits Other Than Pension and GASB Statement No. 85, Ormibus 2017, and the effects are reflected in the Commission's Statement of net position ended June 30, 2017. 22 ATTACHMENT 8 MGO Certified Public Accountants Independent Auditors' Report on Compliance With Aspects of Contractual Agreements Board of Commissioners Riverside County Transportation Commission Riverside, California We have audited, in accordance with auditing standards generally accepted in the United States of America, and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States, the financial statements of the Riverside County Transportation Commission (the Commission) as of and for the year ended June 30, 2017, and the related notes to the financial statements, which collectively comprise the Commission's basic financial statements, and have issued our report thereon dated October 27, 2017. In connection with our audit, nothing came to our attention that caused us to believe that the Commission failed to comply with the terms, covenants, provisions or conditions of Sections 6.2(g) and 6.2(I) contained in the Reimbursement Agreement, dated October 1, 2014, with State Street Bank and Trust Company, a wholly -owned subsidiary of State Street Corporation, related to the Commercial Paper Notes (Limited Tax Bonds) Series A, insofar as they relate to accounting matters. However, our audit was not directed primarily toward obtaining knowledge of such noncompliance. Accordingly, had we performed additional procedures, other matters may have come to our attention regarding the Commission's noncompliance with the above - referenced terms, covenants, provisions or conditions of the Reimbursement Agreement, insofar as they relate to accounting matters. The report is intended solely for the information and use of the Board of Commissioners and management of the Commission and State Street Bank and Trust Company and is not intended to be, and should not be, used by anyone other than these specified parties. /YoLciots 6.iti ( Onititel L5) Newport Beach, California October 27, 2017 Macias Gini & O'Connell LLP 4675 MacArthur Court, Suite 600 Newport Beach, CA 92660 www.mgocpa.com MGO Certified Public Accountants November 14, 2017 To the Audit Ad Hoc Committee Riverside County Transportation Commission Riverside, California ATTACHMENT 9 We have audited the financial statements of the governmental activities, the business -type activities, each major fund, and the aggregate remaining fund information of the Riverside County Transportation Commission (the Commission) for the year ended June 30, 2017. Professional standards require that we provide you with information about our responsibilities under generally accepted auditing standards, Government Auditing Standards and the Uniform Guidance, as well as certain information related to the planned scope and timing of our audit. We have communicated such information in our letter to you dated June 15, 2017. Professional standards also require that we communicate to you the following information related to our audit. Significant Audit Findings Qualitative Aspects of Accounting Practices Management is responsible for the selection and use of appropriate accounting policies. The significant accounting policies used by the Commission are described in Note 1 to the financial statements. The application of existing policies was not changed during 2017. As described in Note 1 to the basic financial statements, the Commission implemented GASB Statement No. 75, Accounting and Financial Reporting for Postemployment Benefits Other Than Pensions, and GASB Statement No. 85, Omnibus 2017. As a result of the implementation of GASB No. 75, the Commission recorded a net other post -employment benefits (OPEB) liability, deferred outflows/inflows of resources related to the OPEB liability and OPEB expense. As a result of the implementation of GASB No. 85, the Commission presented covered payroll (which is payroll on which contributions to an OPEB plan are based) in the required supplementary information related to OPEB instead of covered -employee payroll. We noted no transactions entered into by the Commission during the year for which there is a lack of authoritative guidance or consensus. All significant transactions have been recognized in the financial statements in the proper period. Accounting estimates are an integral part of the financial statements prepared by management and are based on management's knowledge and experience about past and current events and assumptions about future events. Certain accounting estimates are particularly sensitive because of their significance to the financial statements and because of the possibility that future events affecting them may differ significantly from those expected. The most sensitive estimates affecting the Commission's financial statements were: • Fair values of investments are based on quoted market prices from independent published sources and fair values of derivative instruments are based on swap valuations performed by independent sources; • Depreciation estimates for capital assets are based on estimated useful lives for capital assets; Macias Gini & O'Connell LLP 4675 MacArthur Court, Suite 600 Newport Beach, CA 92660 1 www.mgocpa.com " Valuations of actuarially determined contributions and net OPEB liability for the OPEB plan are based on actuarial calculations, which incorporate actuarial methods and assumptions adopted by the Board of Commissioners; " Valuations of actuarially determined contributions and net pension liability for the pension plan are based on actuarial calculations, which incorporate actuarial methods and assumptions adopted by the Board of Commissioners; and " Costs of the SR-91 and the I-15 Corridor Improvement Project that are capitalized versus not capitalized are based upon management's allocation of the portion of the project costs that relate to the toll lanes that the Commission will own and operate and the general purpose lanes that will not be owned or operated by the Commission. We evaluated the key factors and assumptions used to develop the above mentioned estimates in determining that they are reasonable in relation to the financial statements taken as a whole. The financial statement disclosures are neutral, consistent, and clear. Difficulties Encountered in Performing the Audit We encountered no significant difficulties in dealing with management in performing and completing our audit. Corrected and Uncorrected Misstatements Professional standards require us to accumulate all known and likely misstatements identified during the audit, other than those that are clearly trivial, and communicate them to the appropriate level of management. The attached schedule summarizes unadjusted audit differences of the financial statements. Management has determined that their effects are immaterial, both individually and in the aggregate, to the financial statements taken as a whole. In addition, none of the misstatements detected as a result of audit procedures or by management's closing process and corrected by management were material, either individually or in the aggregate, to each opinion unit's financial statements taken as a whole. Disagreements with Management For purposes of this letter, a disagreement with management is a financial accounting, reporting, or auditing matter, whether or not resolved to our satisfaction, that could be significant to the financial statements or the auditors' report. We are pleased to report that no such disagreements arose during the course of our audit. Management Representations We have requested certain representations from management that are included in the management representation letter dated October 27, 2017. Management Consultations with Other Independent Accountants In some cases, management may decide to consult with other accountants about auditing and accounting matters, similar to obtaining a "second opinion" on certain situations. If a consultation involves application of an accounting principle to the Commission's financial statements or a determination of the type of auditors' opinion that may be expressed on those statements, our professional standards require the consulting accountant to check with us to determine that the consultant has all the relevant facts. To our knowledge, there were no such consultations with other accountants. 2 Other Audit Findings or Issues We generally discuss a variety of matters, including the application of accounting principles and auditing standards, with management each year prior to retention as the Commission's auditors. However, these discussions occurred in the normal course of our professional relationship and our responses were not a condition to our retention. Other Matters We applied certain limited procedures to the management's discussion and analysis, budgetary comparison schedules and information related to the pension and other postemployment benefit plans which are required supplementary information (RSI) that supplements the basic financial statements. Our procedures consisted of inquiries of management regarding the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We did not audit the RSI and do not express an opinion or provide any assurance on the RSI. We were engaged to report on the combining and individual nonmajor fund financial statements, budgetary comparison schedules and schedules of expenditures, which accompany the financial statements but are not RSI. With respect to this supplementary information, we made certain inquiries of management and evaluated the form, content, and methods of preparing the information to determine that the information complies with accounting principles generally accepted in the United States of America, the method of preparing it has not changed from the prior period, and the information is appropriate and complete in relation to our audit of the financial statements. We compared and reconciled the supplementary information to the underlying accounting records used to prepare the financial statements or to the financial statements themselves. We were not engaged to report on the introductory and statistical sections, which accompany the financial statements but are not RSI. We did not audit or perform other procedures on this other information and we do not express an opinion or provide any assurance on it. Restriction on Use This information is intended solely for the use of Audit Ad Hoc Committee, the Board of Commissioners and management of the Commission and is not intended to be, and should not be, used by anyone other than these specified parties. Very truly yours, ckt(ctS itr Ocame§ 16). Newport Beach, California 3 Attachment A Riverside County Transportation Commission Summary of Unadjusted Audit Differences As of June 30, 2017 Opinion Unit(s) Governmental Activities & Transportation Uniform Mitigation Fee Fund Description 1 Net position/fund balance CETAP expense To reverse the passed adjustment for the prior year accrual of legal fees. Debit Credit $ 200,000 $ 200,000 4 ATTACHMENT 10 RIVERSIDE COUNTY TRANSPORTATION COMMISSION Independent Accountant's Report on Applying Agreed -Upon Procedures for Appropriations Limit Calculation For the Year Ended June 30, 2017 Certified Public Accountants Certified Public Accountants Independent Accountant's Report on Applying Agreed -Upon Procedures Board of Commissioners Riverside County Transportation Commission Riverside, California We have performed the procedures enumerated below to the accompanying Appropriations Limit Calculation of the Riverside County Transportation Commission (the Commission) for the year ended June 30, 2017. These procedures, which were agreed to by the Commission and the League of California Cities (the League) as presented in the publication entitled Agreed -Upon Procedures Applied to the Appropriations Limitation Prescribed by Article XIII-B of the California Constitution, were performed solely to assist the Commission in meeting the requirements of Section 1.5 of Article XIII-B of the California Constitution. The Commission's management is responsible for the Appropriations Limit Calculation. The sufficiency of these procedures is solely the responsibility of the Commission and the League. Consequently, we make no representation regarding the sufficiency of the procedures described below, either for the purpose for which this report has been requested or for any other purpose. The procedures and associated findings are as follows: 1. We obtained the completed internal calculations from management and compared the limit and annual adjustment factors included in those calculations to the limit and annual adjustment factors that were adopted by resolution of the Board of Commissioners. We also compared the population and inflation options included in the aforementioned worksheets to those that were selected by a recorded vote of the Board of Commissioners. Finding: No exceptions were noted as a result of our procedures. 2. For the accompanying Appropriations Limit Calculation, we added line A, last year's limit, to line E, total adjustments, and compared the resulting amount to line F, current year's limit. Finding: No exceptions were noted as a result of our procedures. 3. We compared the current year information presented in the accompanying Appropriations Limit Calculation to the supporting calculations described in item 1 above. Finding: No exceptions were noted as result of our procedures. 4. We compared the prior year Appropriations limit presented in the accompanying Appropriations Limit Calculation to the prior year Appropriations Limit adopted by the Board of Commissioners during the prior year. Finding: No exceptions were noted as a result of our procedures. Macias Gini & O'Connell LLP 4675 MacArthur Court, Suite 600 Newport Beach, CA 92660 1 www.mgocpa.com This agreed -upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. We were not engaged to and did not conduct an examination or review, the objective of which would be the expression of an opinion or conclusion, respectively, on the accompanying Appropriations Limit Calculation of the Commission. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. No procedures have been performed with respect to the determination of the appropriations limit for the base year, as defined by Article XII I-B of the California Constitution. This report is intended solely for the information and use of the Board of Commissioners and management of the Commission, and is not intended to be, and should not be, used by anyone other than these specified parties. However, this report is a matter of public record and its distribution is not limited. eras 1iv / Oniniteli Z6P Newport Beach, California October 27, 2017 2 Riverside County Transportation Commission Appropriations Limit Calculation Year Ended June 30, 2017 Amount Source A. Last year's limit B. Adjustment factors: 1. Population change 2. Per capita change 3. Total adjustments [(B.1 x B.2)-1.0] $ 392,995,203 1.012600000 State Finance 1.053700000 State Finance 0.066976620 C. Annual adjustment 26,321,490 (B.3 X A) D. Other adjustments: 1. Lost responsibility (-) 2. Transfer to private (-) 3. Transfer to fees (-) 4. Assumed responsibility (+) E. Total adjustments 26,321,490 (C+D) F. This year's limit $ 419,316,693 (A+E) 3 MGO Certified Public Accountants Independent Accountant's Report on Applying Agreed -Upon Procedures Board of Commissioners Riverside County Transportation Commission Riverside, California ATTACHMENT 11 We have performed the procedures enumerated below, which were agreed to by management of the Riverside County Transportation Commission (the Commission), solely to assist you with respect to the Commission's agreement with William Sale Partnership USA Inc. (WSP) to administer its Measure A Commuter Assistance Program (the Program) for the year ended June 30, 2017. The Commission is responsible for the administration and operation of the Program. The sufficiency of these procedures is solely the responsibility of the party specified in the report. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose. As background information for this engagement to perform agreed -upon procedures, we were provided with: Resolution No. 03-025, Resolution of the Commission Amending Guidelines for the administration of the Measure A funded Commuter Incentive Programs, and Agreement No.15-41-038-00, Agreement for Commuter Assistance Program Graphic Design and Program Administration Services between William Sale Partnership USA Inc. and the Commission, entered into as of June 1, 2015 for the period of June 1, 2015 to June 30, 2017, as amended per Amendments Nos. 1 & 2, and the Inland Empire (IE) Commuter Incentives Programs and Processes Standard Operating Procedures. In addition, we received an explanation of the WSP registration process with the employer and employee from staff at WSP. Our procedures and findings are as follows: 1) Obtain an understanding of the Administration of the Measure A Commuter Assistance Program by reading Resolution No. 03-025, Resolution of the Commission Amending Guidelines for the Administration of the Measure A Funded Commuter Incentive Program. Finding: No exceptions noted as a result of performing this procedure. 2) Obtain a listing of all disbursements to vendors and invoiced to the Commission for reimbursement by WSP, for the purchase of gift cards for the year ending June 30, 2017 and haphazardly select a sample of 10 items for the year for the testing and report any findings (see Exhibit 1). Our procedures and findings related to Exhibit 1 are as follows: a) Agree the amount recorded as disbursed by the WSP to cancelled checks. Finding: No exceptions noted as a result of performing this procedure. b) Agree the amount recorded as itemized in WSP invoices to the Commission. Finding: No exceptions noted as a result of performing this procedure. c) Agree the amount recorded and the payee to the log of requested gift cards maintained by WSP. Finding: No exceptions noted as a result of performing this procedure. Macias Gini & O'Connell LLP 4675 MacArthur Court, Suite 600 Newport Beach, CA 92660 1 www.mgocpa.com 3) Obtain the "Commission Payments by Employer" reports that list recorded disbursements made to recipients by WSP for the year and haphazardly select a sample of 10 items for the year for testing and report any findings (see Exhibit 2). Our procedures and findings related to Exhibit 2 are as follows: a) Determine that the employer was registered by reviewing the Employer Partnership Agreement (EPA). Finding: No exceptions noted as a result of performing this procedure. b) Determine that the employee was registered by reviewing the Incentive Application Form (Application). Finding: No exceptions noted as a result of performing this procedure. c) Agree WSP's disbursements to the Application and noted proper approval of the Application. Finding: No exceptions noted as a result of performing this procedure. d) Recalculate the number of days the employee participated in each rideshare mode and the incentive earned for each rideshare mode and agree those totals to the amounts listed on the monthly incentive claim form in order to clerically test the monthly claim form. Finding: No exceptions noted as a result of performing this procedure. e) Agree the daily amount per mode of transportation to the amount approved in the EPA. Finding: No exceptions noted as a result of performing this procedure. f) Agree the recorded disbursement amount per the WSP Incentive Payment Report to the employer transmittal letter. Finding: No exceptions noted as a result of performing this procedure. 4) Compare WSP's total gift card inventory balance as of June 30, 2017 to the inventory schedule which denotes the amount of gift cards on hand at that date and report the results. In addition, 100% of the gift cards as reported on the inventory schedule at June 30, 2017 will be selected for recounting. Finding: Disbursement of gift cards by WSP was stopped on June 29, 2017 and no disbursements were made until July 1, 2017 or later. As such, WSP took an inventory count on June 29, 2017 and we recounted the following on June 30, 2017, without exception: Vons Amazon Stater Bros. Target Total RCTC Advantage Rideshare Program $ - $ 3,200 $ 7,340 $ 5,300 $ 15,840 SANBAG Option Rideshare Program 70 3,615 5,235 4,465 13,385 RCTC Mobile Source Air Pollution Reduction Review Committee (MSRC) Rideshare Program 1,240 2,630 1,000 4,870 SANBAG MSRC Rideshare Program 1,000 2,690 1,000 4,690 $ 38,785 5) Confirmed that the storage and security of gift cards by WSP is consistent with IE Commuter Standard Operating Procedures. Finding: No exceptions noted as a result of performing this procedure. 2 This agreed -upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. We were not engaged to and did not conduct an examination or review, the objective of which would be the expression of an opinion or conclusion, respectively, on the Commission's agreement with WSP to administer the Program. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. This report is intended solely for the information and use of the Board of Commissioners and management of the Riverside County Transportation Commission, and is not intended to be and should not be used by anyone other than those specified parties. acres �'COM§ 07) Newport Beach, California October 27, 2017 3 Exhibit 1 Riverside County Transportation Commission Schedule of Selected Purchases of Gift Cards by the Contractor For Fiscal Year Ended June 30, 2017 Project Vendor Voucher Date Amount Check # RCTC, SBCTA Stater Bros. Markets 06/06/17 $ 6,580 1531844 RCTC, SBCTA Target Corporation 02/07/17 $ 7,600 1518147 RCTC, SBCTA Stater Bros. Markets 04/24/17 $ 5,405 1526632 RCTC, SBCTA Vons Companies 09/22/16 $ 5,700 1501394 RCTC, SBCTA Vons Companies 08/08/16 $ 5,938 1496975 RCTC, SBCTA Target Corporation 06/06/17 $ 3,500 1531846 RCTC, SBCTA Stater Bros. Markets 01/17/17 $ 4,560 1515661 RCTC, SBCTA Stater Bros. Markets 12/15/16 $ 4,275 1512878 RCTC, SBCTA Stater Bros. Markets 07/13/16 $ 4,700 1490550 RCTC, SBCTA Stater Bros. Markets 09/22/16 $ 14,100 1501394 4 Riverside County Transportation Commission Schedule of Selected Employee Incentive Payments Made by the Contractor For Fiscal Year Ended June 30, 2017 Employee Commute Disbursement Initials Employer Name Incentive Type Mode Date Exhibit 2 Amount S.B. City of Redlands Vons Carpool 08/29/16 $ 60 B.M. City of Hope Vons Train 06/08/17 $ 130 J.E. Loma Linda Univ Health Stater Bros. Carpool 01/31/17 $ 120 H.F. ESRI Amazon Walk 09/16/16 $ 115 S.O. K & N Engineering Stater Bros. Carpool 07/06/16 $ 115 D.B. Loma Linda Univ Health Stater Bros. Carpool 05/02/17 $ 105 Y.U. A & R Tarpaulins Inc Target Carpool 06/20/17 $ 85 P.S. Amazon Ont2 Amazon Carpool 09/26/16 $ 105 M.N. ESRI Amazon Carpool 09/16/16 $ 85 B.R. IEHP Target Carpool 06/26/17 $ 130 5 ATTACHMENT 12 4080 Lemon Street, 3rd Floor • Riverside, CA 92501 Mailing Address: P. O. Box 12008 • Riverside, CA 92502-2208 (951) 787-7141 • Fax (951) 787-7920 • www.rctc.org Riverside County Transportation Commission October 27, 2017 Board of Commissioners Riverside County Transportation Commission Riverside, California The Comprehensive Annual Financial Report (CAFR) of the Riverside County Transportation Commission (Commission) for the year ended June 30, 2017 is hereby submitted for your receipt and acceptance. The CAFR is presented in three sections consisting of Introductory, Financial, and Statistical. The Financial Section includes the audited financial statements and other supplementary information and the independent auditor's report on those financial statements. Management of the Commission is responsible for the financial statements and other information presented in the CAFR. As the Executive Director and Chief Financial Officer of the Commission, we have reviewed the CAFR for the year ended June 30, 2017. Based on our knowledge, the CAFR does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made in the CAFR not misleading with respect to the period covered by the CAFR. Additionally, based on our knowledge, the financial statements and other financial information included in the CAFR fairly present in all material respects the financial condition and results of operations of the Commission as of and for the year ended June 30, 2017. An e Mayer, Executive Director Theresia Trevino, Chief Financial Officer ATTACHMENT 13 4080 Lemon Street, 3rd Floor • Riverside, CA 92501 Mailing Address: P. O. Box 12008 • Riverside, CA 92502-2208 (951) 787-7141 • Fax (951) 787-7920 • www.rctc.org Riverside County Transportation Commission October 27, 2017 Board of Commissioners Riverside County Transportation Commission Riverside, California In connection with the submission of the Comprehensive Annual Financial Report (CAFR) of the Riverside County Transportation Commission (Commission) for the year ended June 30, 2017, as the management and Directors of the Commission, we understand that we are responsible for the operations and activities of the Commission's programs, projects, and administration. Accordingly, we hereby make the following representations based upon our knowledge. We are responsible for establishing and maintaining controls and procedures related to these operations and activities. We have designed such controls and procedures to ensure that material information is made known to us, particularly during the year ended June 30, 2017. The controls and procedures have been effective for the year ended June 30, 2017 and through the date of this letter. There have been and are no significant deficiencies in the design or operation of internal controls regarding financial reporting for the same period which could adversely affect the Commission's ability to record, process, summarize and report financial data. There have been and are no material weaknesses in internal controls. There have been no significant changes in internal control or in other factors that could significantly affect internal controls subsequent to June 30, 2017. Management also recognizes its responsibility for fostering a strong ethical climate so that the Commission's affairs are conducted according to the highest standards of personal and organizational conduct. In connection with this responsibility, we are not aware of any fraud, whether or not material, that involves management or other employees who have a significant role in the Commission's internal controls. Anne Mayer, Executive Director Michael Blomquist, To Program Director Shirley MedylanningProg,mming Director Aaron Hake, External Affairs Director r hn Standiford, pep_ Executive Director Ma eenstra, Project Delivery Director �t I.,r177/7) Theresia Trevino, Chief Financial Officer AGENDA ITEM 8C RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: December 13, 2017 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Michele Cisneros, Deputy Director of Finance THROUGH: Anne Mayer, Executive Director SUBJECT: Quarterly Financial Statements BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to receive and file the Quarterly Financial Statements for the three months ended September 30, 2017. BACKGROUND INFORMATION: During the first three months of the fiscal year, staff monitored the revenues and expenditures of the Commission. The first quarter of the fiscal year is primarily directed toward completing fiscal year-end closing activities. Staff expects most of the categories to present a more realistic outlook beginning in the second quarter. The operating statement shows the sales tax revenues for the first quarter at 6 percent of the budget. This is a result of Governmental Accounting Standards Board (GASB) Statement No. 33, Accounting and Financial Reporting for Nonexchange Transactions. GASB Statement No. 33 requires sales tax revenues to be accrued for the period in which it is collected at the point of destination or sale, as applicable. The California Department of Tax and Fee Administration (CDTFA) collects the Measure A funds and remits these funds to the Commission after the reporting period for the businesses. This creates a two -month lag in the receipt of revenues by the Commission. Accordingly, these financial statements reflect the revenues related to collections for July 2017. On a cash basis, the Measure A and Local Transportation Fund (LTF) sales tax revenues are 6.52 and 11.03 percent higher, respectively, then the same period last fiscal year. State Transit Assistance fund receipts for the first quarter have not yet been submitted by the CDTFA. Staff will continue to monitor the trends in the sales tax receipts and report to the Commission any necessary adjustments. Federal, state, and local revenues are on a reimbursement basis. The Commission will receive these revenues as eligible project costs are incurred and invoiced to the respective agencies. The negative revenue amounts for federal reimbursements reflect the reversal of Fiscal Year 2016/17 Agenda Item 8C 9 accrued revenues at the beginning of FY 2017/18 in excess of amounts billed during the first quarter. Reimbursement invoices for expenditures for the first quarter will be prepared and submitted in the second quarter. During the FY 2017/18 budget process, the Commission took a conservative approach to estimate the Transportation Uniform Mitigation Fee (TUMF) revenues of $20 million passed through from the Western Riverside Council of Governments (WRCOG). The Commission received TUMF receipts through July 2017. The budgeted balance of $1,250,000 relates to TUMF zone reimbursements from WRCOG for the Interstate 15 interchange at Railroad Canyon in the city of Lake Elsinore. Toll revenues budgeted at $14 million represent projected toll transactions for the RCTC 91 Express Lanes based on the Riverside County 91 Express Lanes Extension Investment Grade Traffic and Revenue Report and 2013 financing assumptions. The operating statement shows toll revenues at 68 percent of the budget. Toll violations and fee revenues earned represent 66 percent of the budget. The operating statement shows other revenues at 74 percent of the $248,000 budget and reflects the Commission's conservative approach. Other revenues are related to property management revenues generated from various Commission -owned properties. The Commission took a conservative approach in estimating investment income for FY 2017/18, as a result of flat interest yields on investment balances. Investment income is higher in the first quarter primarily as a result of the investment of sales tax revenue bond proceeds. The expenditure/expenses and other financing sources/uses categories are in line overall with the expectations of the budget with the following exceptions. • Professional services are under budget primarily due to unused budget authority for highway and rail general legal services, public outreach activities, and rail operations and development activities; • Support costs are under budget primarily due to unused budget authority for rail utilities and maintenance costs and toll operations and maintenances costs; • Program operations are under budget due to unused budget authority for the 91 Project and 1-15 Express Lanes project activities; toll operations, motorist and commuter assistance program operations, and highway and rail program management; • Capital project expenditures are generally affected by lags in invoices submitted by contractors and consultants, as well as other issues encountered during certain phases of the projects. The negative expenditure amounts for construction and right of way/land reflect the reversal of FY 2016/17 accrued expenditures at the beginning of FY 2017/18, in excess of amounts paid during the first quarter. The status of significant capital projects with budget exceeding $5 million is discussed in the attachment; • Operating and capital disbursements are made as claims are submitted to the Commission by transit operators; Agenda Item 8C 10 " Special studies unused budget authority relates to feasibility studies; " Local streets and roads are related to the timing of Measure A sales tax revenues as previously explained. These financial statements reflect expenditures made to the local jurisdictions related to collections through July 2017; " Regional arterial expenditures primarily represent expenditures for the highways and regional arterial program administered by the Coachella Valley Association of Governments (CVAG). CVAG requests reimbursements from the Commission based on available funds and sufficient budget authority; " Debt service principal payments are made annually on June 1, while interest payments are made semiannually on December 1 and June 1, except for the 2009 Sales Tax Revenue Bonds (variable rate) as those interest payments are monthly. In July 2017, the Commission retired $30 million of outstanding commercial paper notes in connection with the issuance of the 2017 Sales Tax Revenue Bonds (2017 Bonds) for the 1-15 Express Lanes project and 91 Project completion; " Cost of issuance relates to the underwriters' discount paid for the 2017 Bonds issued for the 1-15 Express Lanes project, completion of the 91 Project, and retirement of outstanding commercial paper notes. Other costs incurred in connection with the bond issuance are reflected in professional services; " Capital outlay expenditures are under budget due to unused budget authority for station security improvements, office and property improvements for the 1-15 Express Lanes project, and Commission network, hardware, and software improvements; " The Commission issued $158,760,000 of 2017 Bonds at a premium of $28.9 million to pay a portion of the costs of the 1-15 Express Lanes project and completion of the 91 Project, retire $30 million of outstanding commercial paper notes, and pay costs of issuance, including the costs of the Transportation Infrastructure Finance and Innovation Act (TIFIA) related to the 1-15 Express Lanes project; and " The Commission entered into a loan agreement with the U.S. Department of Transportation for a $152.5 million TIFIA loan to pay eligible 1-15 Express Lanes project costs. Proceeds of the TIFIA loan may be drawn upon after certain conditions have been met. During the first quarter, the Commission drew down $0 in TIFIA loan proceeds. During construction of the 1-15 Express Lanes project and for a period of up to five years following substantial completion, interest is compounded and added to the initial TIFIA loan. TIFIA debt service payments are expected to commence June 2025, which is approximately five years after substantial completion of the 1-15 Express Lanes project, through June 2055. Attachments: 1) Quarterly Project Status  September 2017 2) Quarterly Financial Statements  September 2017 Agenda Item 8C 11 ATTACHMENT 1 RIVERSIDE COUNTY TRANSPORTATION COMMISSION QUARTERLY PROJECT STATUS 1ST QUARTER FOR THREE MONTHS ENDED 9/30/2017 FY 2017/18 BUDGET Project Description 1 ST QUARTER EXPENDITURES Project Status 91 Project (PO03028) The project connects with Orange County Transportation Authority's tolled express lanes at the Orange County/Riverside County line and continue approximately eight miles to the Interstate (I)-15/State Route (SR)-91 interchange. The project involves widening pavement on the outside of the existing highway to reposition general purpose lanes and repurposing the existing High Occupancy Vehicle (HOV) lanes to accommodate two -tolled express lanes in the median in each direction. The 91 Project also involves constructing one new general purpose lane in each direction from SR-71 to 1-15, ultimately providing two -tolled express lanes and five general purpose lanes in each direction. 91 Project development activities began in September 2007, construction work related to roadway and structures began in July 2014, and the toll lanes opened in March 2017. The total acquisition and construction cost of the 91 Project is estimated at $1.4 billion, including capitalized interest, debt service reserves, contingency, and cost of issuance. 1-15 Express Lanes project (PO03027) The project will generally add two tolled express lanes in each direction from SR-60 to Cajalco Road in Corona. Project development activities began in April 2008, and lanes are expected to open to traffic in 2020. The 2016 CAPEX forecast estimates the total project cost at $486 million, which includes $46 million of contingency. $129,943,000 127,210,000 ($16,124,765) The Design -Build contract has an actual reported progress of 99 percent as of September 30, 2017, with substantial completion occurring on March 20, 2017. The Commission acquired and delivered all 197 Caltrans parcels to the Design -Builder in June 2015. Construction is complete on all 32 bridges and 91 of 92 walls. All 90 utility relocations are complete. The under run of the FY 2017/18 budget at the first quarter is due to accrual reversals of expenditures in FY 2016/17 for the Design - Build contract, utilities, and the Army Corps of Engineers Reach 9 project. The FY 2017/18 budget for the Design - Build contract includes the anticipated payment of all contract -change orders that have yet to be executed and any future claims. 12,743,711 The toll services contract was awarded in January 2017, the Design -Build contract was awarded in April 2017, and the project financing was completed in July 2017. A project office in Corona opened in August 2017. Technical work groups have been established to facilitate design development, and review of the preliminary baseline schedule is ongoing, as well as review of the toll infrastructure design document. Design -Build field activities have begun, including initial surveying, potholing, and geotechnical investigations. The under run of the FY 2017/18 budget at the first quarter is due to under runs in the Design -Build contract, the project and construction management contract, and environmental permits. 12 FY 2017/18 BUDGET Project Description 1 ST QUARTER EXPENDITURES Project Status Mid County Parkway (P002302, P612302, & P002317) The environmental document for a new corridor from I- 215 to SR-79 was approved in April 2015. The first design package is anticipated to be completed in FY 2018/2019. Construction of this new facility will be completed over many years as funding becomes available; the project cost is estimated at $1.3 to $1.6 billion. Pachappa Underpass project (P003038) The project will remove the Pachappa shoofly activities and construct the retaining wall, drainage, and track work for the permanent Pachappa underpass; the project cost is estimated at $12 million. Perris Valley Line and other rail projects (P003800, P003823, P003830, P003832, P003834) The project extends commuter rail services to the city of Perris. In December 2007 the Commission received approval from the Federal Transit Administration (FTA) to move into project development. The estimated project cost is $248.3 million. Other rail projects include adding a fourth main track between the Riverside Downtown station to the connector to the San Jacinto Branch Line at Highgrove. 25,441,000 13,126,300 22,334,600 3,281,012 The Commission approved the procurement for final design of the 1-215 Placentia Interchange in November 2016 and notice to proceed was issued the same month. Staff secured approval of the New Connection Report with the Federal Highway Administration. Staff continues to work on the approval of the Compensatory Mitigation Plan with the U.S. Army Corps of Engineers. Staff started the work on the Cultural Landscape Study for cultural resources mitigation. The Commission acquired some of the mitigation land needed for the project. Staff continues to work on identifying the remaining mitigation land needed. 21,567 ROW acquisition continues as well as preparation and review of the Construction and Maintenance Agreement with Union Pacific Railroad (UPRR). A few remaining design issues are under discussion between Caltrans and UPRR. (7,105,991) The FTA awarded Small Starts Grant Agreement funds. ROW acquisition activities for the station and layover facility at south Perris have been completed. Following the settlement of a lawsuit challenging elements of the California Environmental Quality Act document in July 2013, the construction contract was given limited notice to proceed in October 2013 and full notice following FTA approval of the Small Starts Grant Agreement. Active construction commenced in January 2014. Metrolink operations commenced in June 2016. Substantial completion was reached in September 2016. Final completion is expected in November 2017. The negative expenditure amounts in the first quarter represents the impact of reversal of accrual of expenditures in FY 2016/17. This list discusses the significant capital projects (i.e., total budgeted costs in excess of $5 million) and related status. Capital project expenditures are generally affected by lags in invoices submitted by contractors and consultants, as well as issues encountered during certain phases of the projects. The capital projects budgets tend to be based on aggressive project schedules. 13 RIVERSIDE COUNTY TRANSPORTATION COMMISSION QUARTERLY BUDGET TO ACTUAL 1ST QUARTER FOR THREE MONTHS ENDED 9/30/2017 ATTACHMENT 2 FY 2017/18 1ST QUARTER REMAINING PERCENT BUDGET ACTUAL BALANCE UTILIZATION Revenues Sales tax $ 274,469,000 $ 17,413,100 $ (257,055,900) 6% Federal reimbursements 77,877,100 (290,825) (78,167,925) 0% State reimbursements 11,500,200 164,647 (11,335,553) 1% Local reimbursements 9,270,800 265,465 (9,005,335) 3% Transportation Uniform Mitigation Fee 21,250,000 1,528,350 (19,721,650) 7% Toll revenues 14,000,000 9,589,623 (4,410,377) 68% Toll violations and fee revenues 2,835,800 1,861,768 (974,032) 66% Other revenues 248,000 183,626 (64,374) 74% Investment income 3,509,400 1,265,606 (2,243,794) 36% Total revenues 414,960,300 31,981,360 (382,978,940) 8% Expenditures Salaries and benefits 9,554,200 2,414,965 7,139,235 25% Professional and support Professional services 18,516,100 1,898,492 16,617,608 10% Support costs 11,843,200 2,130,485 9,712,715 18% Total Professional and support costs 30,359,300 4,028,977 26,330,323 13% Projects and operations Program operations - general 23,968,000 2,374,933 21,593,067 10% Engineering 11,516,400 362,394 11,154,006 3% Construction 76,036,600 (5,583,562) 81,620,162 -7% Design Build 189,485,000 15,882,235 173,602,765 8% Right of way/land 83,236,100 (3,188,370) 86,424,470 -4% Operating and capital disbursements 153,567,600 27,079,784 126,487,816 18% Special studies 3,952,000 64,109 3,887,891 2% Local streets and roads 52,933,000 3,463,589 49,469,411 7% Regional arterials 30,000,000 1,705,214 28,294,786 6% Total projects and operations 624,694,700 42,160,326 582,534,374 7% Debt service Principal 66,045,000 30,000,000 36,045,000 45% Interest 41,123,200 683,724 40,439,476 2% Cost of issuance 5,500,000 1,052,057 4,447,943 19% Total debt service 112,668,200 31,735,781 80,932,419 28% Capital outlay 5,380,000 431,491 4,948,509 8% Total Expenditures 782,656,400 80,771,540 701,884,860 10% Excess revenues over (under) expenditures (367,696,100) (48,790,180) 717,486,809 13% Other financing sources/(uses) Transfer in 311,984,500 90,995,705 (220,988,795) 29% Transfer out (311,984,500) (90,995,705) 220,988,795 29% Debt proceeds 178,760,000 158,760,000 (20,000,000) 89% TIFIA loan proceeds 88,000,000 - (88,000,000) N/A Bond premium 18,892,000 28,931,909 10,039,909 N/A Total financing sources/(uses) 285,652,000 187,691,909 97,960,091 66% Net change in fund balances (82,044,100) 138,901,729 815,446,900 -169% Fund balance July 1, 2017 687,463,600 412,734,228 (274,729,372) 60% Fund balance September 30, 2017 $ 605,419,500 $ 551,635,957 $ 540,717,528 91% 14 RIVERSIDE COUNTY TRANSPORTATION COMMISSION QUARTERLY BUDGET TO ACTUAL BY FUND 1ST QUARTER FOR THREE MONTHS ENDED 9/30/2017 Revenues Sales tax Federal reimbursements State reimbursements Local reimbursements Transportation Uniform Mitigation Fee Toll revenues Toll violations and fee revenues Other revenues Investment income Total revenues Expenditures Salaries and benefits Professional and support Professional services SUDDOrt COStS Total Professional and support costs GENERAL FUND SPECIAL REVENUE FUNDS MEASURE A SALES TAX TRANSPORTATION DEVELOPMENT ACT FSP/ WESTERN COACHELLA PALO VERDE LOCAL TRANSPORTATION STATE TRANSIT SAFE COUNTY VALLEY VALLEY FUND ASSISTANCE TRANSPORTATION UNIFORM MITIGATION FEE (TUMF) COACHELLA VALLEY RAIL OTHER AGENCY PROJECTS ENTERPRISE FUND CAPITAL PROJECTS FUNDS SB132 TOLL OPERATIONS COMMERCIAL SALES TAX TOLL REVENUE PAPER BONDS BONDS DEBT SERVICE COMBINED TOTAL $ - $ - $ 8.937.889 $ 2.515.248 $ 61.163 $ 5.898.800 $ - $ - $ $ - $ $ $ - $ - $ - $ - $ 17.413.100 (290,825) (290,825) - 164,647 - - - - 164,647 408 3,928 10,373 - 250,756 265,465 - 1.528.350 - 1,528,350 9.589.623 9,589,623 1.861.768 1,861,768 8.373 384 174.869 - - - - - - - 183,626 82.922 15.844 - - 31.687 31.687 89.152 369.200 607.916 315 36.883 1,265,606 8.781 168.959 8.915.228 2.531.092 61.163 5.898.800 31.687 1.560.037 11.791.299 369.200 607.916 315 36.883 31,981,360 1.543.748 19.412 631.280 400.255 42.342 1.619.228 1.681.975 29.579 102.208 2.082.230 71.921 1.721.436 1.430 1.430 56.179 5.268 21.328 41.370 96.380 2,414,965 2.861 20.183 (260.9661 667 92.899 (20.407) 1,898,492 382 53 1 316.287 2,130,485 2.861 20.565 (260.9661 720 92.900 295.880 4.028.977 Proiects and operations Program operations - general 375.259 340.693 65.486 11.707 6.394 1.575.394 2,374,933 Engineering 179.352 183.042 362,394 Construction (5.597.491) 13.929 (5,583,562) Design Build 15.882.235 15,882,235 Right of way/land - (3.217.315) - - - 28.945 (3,188,370) Operating and capital disbursements 522.174 989.858 1.288.350 24.103.685 175.717 27,079,784 Special studies 64.109 - 64,109 Local streets and roads 2.522.089 880.337 61.163 3,463,589 Regional arterials 1.705.214 1,705,214 Total Droiects and operations 961.542 340.693 10.824.214 3.873.901 61.163 24.103.685 175.717 237.623 6.394 1.575.394 42,160,326 Debt service Principal Interest Cost of issuance Total debt service 30.000.000 37.485 1.052.057 646.239 30,000,000 683,724 1,052,057 30.037.485 1.052.057 646.239 31,735,781 Capital outlay 222.266 209.225 431,491 Total Expenditures 4.587.520 432.026 13.399.196 3.875.331 61.163 24.103.685 178.578 314.367 (255.6981 28.442 134.270 2.176.879 30.037.485 1.052.057 646.239 80.771.540 Excess revenues over (under) expenditures (4.578.7391 (263.0671 (4.483.9681 (1.344.2391 (18.204.885) (146.8911 1.245.670 255.698 (28.442) (134.270) 9.614.420 (29.668.285) (444.141) 315 (609.356) (48.790.1801 Other financing sources/(uses) Transfer in 9.041.146 47.826.495 Transfer out (4.786.2581 (9.041.146) Debt proceeds Bond premium 30.000.000 (23.465.276) (53.703.025) 158.760.000 28.931.909 4.128.064 90,995,705 (90,995,705) 158,760,000 28,931,909 Total financing sources/(uses) 9.041.146 43.040.237 (9.041.146) 6.534.724 133.988.884 4.128.064 187,691,909 Net change in fund balances 4.462.407 (263.067) 38.556.269 (1.344.239) - (27.246.031) (146.891) 1.245.670 255.698 (28.442) (134.270) 9.614.420 (23.133.5611 133.544.743 315 3.518.708 138,901,729 Fund balance July 1, 2017 19.126.100 8.842.499 221.510.954 47,791.274 556 115.175.281 75.432.832 81.473.550 3.308.418 180.162 (23.054) (293.678.8401 46.951.913 63.532.514 1.127.554 21.982.515 412,734,228 Fund balance September 30, 2017 $ 23 588 507 $ 8 579 432 $ 260 067 223 $ 46 447 035 $ 556 $ 87 929 250 $ 75 285 941 $ 82 719 220 $ 3 564 116 $ 151 720 $ (157 324) $ (284 064 420) $ 23 818 352 $ 197 077 257 $ 1 127 869 $ 25 501 223 $ 551,635,957 15 AGENDA ITEM 8D RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: December 13, 2017 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Michele Cisneros, Deputy Director of Finance THROUGH: Anne Mayer, Executive Director SUBJECT: Quarterly Sales Tax Analysis BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to receive and file the sales tax analysis for Quarter 2, 2017 (2Q 2017). BACKGROUND INFORMATION: At its December 2007 meeting, the Commission awarded an agreement with MuniServices, LLC (MuniServices) for quarterly sales tax reporting services plus additional fees contingent on additional sales tax revenues generated from the transactions and use tax (sales tax) audit services. As part of the recurring contracts process, the Commission approved a five-year extension through June 30, 2018. The services performed under this agreement pertain to only the Measure A sales tax revenues. Since the commencement of these services, MuniServices submitted audits, which reported findings and submitted to the California Department of Tax and Fee Administration (CDTFA) for review and determination of errors in sales tax reporting related to 694 businesses. Through 1Q 2017, the CDTFA approved 485 of these accounts for a cumulative sales tax recovery of $7,917,031. Updated amounts for 2Q 2017 will be provided once received from MuniServices. If the CDTFA concurs with the error(s) for the remaining claims, the Commission will receive additional revenues; however, the magnitude of the value of the remaining findings was not available. It is important to note that while the recoveries of additional revenues will be tangible, it will not be sufficient to alter the overall trend of sales tax revenues. Additionally, MuniServices provided the Commission with the quarterly sales tax summary report for 2Q 2017. Most of the 2Q 2017 Measure A sales tax revenues were received in the third quarter of calendar year 2017, during July 2017 through September 2017, due to a lag in the sales tax calendar. The summary section of 2Q 2017 report is attached and includes an overview of California's economic outlook, local results, historical cash collections analysis by quarter, top 25 sales/use tax contributors, historical sales tax amounts, annual sales tax by business category, five-year economic trend for significant business category (business to business), and final results. Agenda Item 8D 16 Taxable transactions for the top 25 tax contributors in Riverside County generated 23.0 percent of taxable sales for the benchmark year ended 2Q 2016 - comparable to the benchmark year ended 2Q 2016. The top 100 tax contributors generated 38.1 percent, comparable to the 37.6 percent benchmark year ended 2Q 2016. In the Economic Category Analysis below, all six categories experienced new highs in the 2Q 2017 benchmark year compared to the prior seven benchmark years. of Total / % Change ROTC State Wide Riverside County ECONOMIC San Bernardino County CATEGORY Inland Empire ANALYSIS South Coast S.F. Bay Area Sacramento Valley Central Valley North Coast Central Coast General Retail 28.6 / 3.4 28.1/0.9 27.8/1.0 26.3/5.9 27.1/3.4 28.8/0.0 26.2/-0.7 27.4/1.2 31.4/6.4 28.4/0.2 31.1/-6.2 Food Products 17.8 / 5.2 21.1/4.0 20/5.0 15.3/3.7 17.6/4.5 22.4/4.4 22.4/3.1 17.2/4.8 16.9/4.8 18.7/2.4 30.8/-7.4 Transportation 25.1 / 2.9 23.8 / 2.5 26.4 / 3.4 27.7 / 2.2 27.0 / 2.8 23.1 / 1.0 21.2 / 4.9 28.6 / 5.4 25.9 / 3.3 30.2 / 1.7 22.7 / 3.8 Construction 10.9 / 5.3 9.4/-1.2 12.5/1.3 8.6/-27.0 10.5/-12.9 8.3/0.8 9.5/1.2 11.6/2.8 11.9/1.7 13.7/2.7 8.3/-16.6 Business to Business 15.3 / 3.6 16.4/1.4 12.3/14.3 20.1/3.0 16.3/6.9 16.2/2.2 19.4/-1.9 14.0/0.7 12.4/1.3 8.0/-5.2 6.3/-3.8 Miscellaneous 2.3 / 11.8 1.3/7.7 1.1/0.6 2.0/74.0 1.6/40.0 1.2/7.5 1.3/1.4 1.2/-24.9 1.6/11.4 1.0/4.6 0.9/-18.7 Total 100.0 / 4.0 100.0/1.9 100/3.9 100/0.9 100.0/2.4 100.0/1.7 100.0/1.3 100.0/2.7 100.0/4.2 100.0/1.0 100.0/-5.5 General Retail: Apparel Stores, Department Stores, Furniture/Appliances, Drug Stores, Recreation Products, Florist/Nursery, and Misc. Retail Food Products: Restaurants, Food Markets, Liquor Stores, and Food Processing Equipment Construction: Building Materials Retail and Building Materials Wholesale Transportation: Auto Parts/Repair, Auto Sales- New, Auto Sales- Used, Service Stations, and Misc. Vehicle Sales Business to Business: Office Equip., Electronic Equip., Business Services, Energy Sales, Chemical Products, Heavy Industry, Light Industry, and Leasing Miscellaneous: Health & Government, Miscellaneous Other, and Closed Account Adjustments An analysis of sales tax performance by quarter through 2Q 2017 is attached and illustrates fairly consistent cycles for sales tax performance for most of the economic categories since the economic recession in 2009. For 8 of the top 10 segments (auto sales -new, restaurants, department stores, miscellaneous retail, building materials -wholesale, apparel stores, food markets, and building materials -retail) during the past eight benchmark year quarters, sales tax receipts reached a new high point. The 8 segments represent 61.8 percent of total sales tax receipts. Service stations and light industry representing 7.4 percent and 4.3 percent, respectively, were lower than the 2Q 2016 benchmark year due to lower fuel prices and completion of renewable energy developments in Riverside County, respectively. These top 10 segments represent 73.5 percent of the total sales tax receipts. For the other 19 segments representing 26.5 percent of the total sales tax receipts, 14 segments presenting 22.5 percent of the total sales tax receipts reached new high points in the benchmark year 2Q 2017. In the Economic Segment Analysis below, auto sales -new, restaurants, and department stores represent the largest segments for Riverside County, or 33.2 percent of total sales tax receipts. This is the nineteenth consecutive quarter since 4Q 2008, that auto sales -new and departments stores have been in the top three economic segments. Growth seen in previous quarters for service stations segment has been declining continuously from the high in the last six years due to lower fuel prices. Restaurants replaced service stations in the top three economic segments beginning in 4Q 2014. Agenda Item 8D 17 ECONOMIC SEGMENT ANALYSIS RCTC State Wide Riverside County San Bernardino County Inland Empire South Coast S.F. Bay Area Sacramento Valley Central Valley North Coast Central Coast Largest Segment Auto Sales- New Restaurants Restaurants Restaurants Restaurants Service Stations Restaurants Restaurants Department Stores AutoSales- New Restaurants %ofTotaI/%Change 11.7 / 5.1 15.0/4.8 13.0/6.8 10.4/5.5 11.6/6.2 18.6/-55.5 16.0/3.1 16.5/5.3 13.2/2.0 12.2/6.1 22.0/-7.9 2ndLargest Segment Restaurants Auto Sales - New Auto Sales - New Department Stores Auto Sales - New Restaurants Auto Sales - New Auto Sales - New Auto Sales - New Restaurants Auto Sales - New %ofTotaI/%Change 11.5 / 6.5 11.4/4.6 12.2/3.3 10.4/2.9 11.1/4.7 14.6/-32.2 11.4/6.8 11.3/2.8 11.0/7.1 10.9/3.0 10.9/18.9 3rd Largest Segment Department Stores Department Stores Department Stores Auto Sales- New Department Stores Auto Sales- New Department Stores Department Stores Restaurants Department Stores Misc. Retail %ofTotaI/%Change 10.0 / 1.9 9.2/0.0 10.3/1.3 10.1/6.4 10.3/2.2 12.0/10.1 7.5/-1.2 8.9/-0.7 10.9/5.4 10.6/-2.1 10.3/-8.5 During the review of the 2Q 2017 detailed report with MuniServices, information regarding sales tax comparison by city and change in economic segments (two highest gains and two highest losses) from 2Q 2017 to 2Q 2016 was provided and is attached. Staff continues to monitor monthly sales tax receipts and other available economic data to determine the need for any adjustment to the revenue projections. Staff will utilize the forecast scenarios included with the complete report and receipt trends in assessing such projections. Attachments: 1) Sales Tax Digest Summary 2Q 2017 2) Sales Tax Performance Analysis by Quarter 3) Quarterly Sales Tax Change Comparison by City for 2Q 2017 to 2Q 2016 Agenda Item 8D 18 ATTACHMENT 1 Riverside County Transportation Commission Sales Tax Digest Summary Collections through September 2017 Sales through June 2017 (2017Q2) CALIFORNIA'S ECONOMIC OUTLOOK California sales tax receipts increased by 4.2% over the same quarter from the previous year, with Northern California reporting a 1.7% increase compared to 6.1% for Southern California. Receipts for the Riverside County Transportation Commission changed by 6.2% over the same periods. • Retail industry possibly in for a major transformation. With Amazon's purchase of Whole Foods, consumer shopping behavior may begin to change both online and offline. Amazon can now use the brick & mortar platform to test products, price points and assortment interactions. (Harvard Business Review) • Retail sales expected to rise this holiday season. The National Retail Federation expects retail sales to grow by as much as 4% or at least match the 3.6% growth experienced last year. Their optimism is due to the strong growth in online sales, which are expected to increase between 8% and 12%. (NRF) • California's unemployment rate continues to drop. The rate was at 4.9% in June, 0.7% under the 2016 rate for the same period. Total unemployment decreased by -11.5% during the same period, while labor force increased by 0.2%. (EDD) LOCAL RESULTS Net Cash Receipts Analysis Local Collections Share of County Pool 0.0% Share of State Pool 0.0% SBE Net Collections Less: Amount Due County 0.0% Less: Cost of Administration Net 2Q2017 Receipts Net 2Q2016 Receipts Actual Percentage Change $45,585,291 0 0 45,585,291 .00 (506,280) 45,079,011 42,467,181 6.2% Business Activity Performance Analysis Local Collections Less: Payments for Prior Periods Preliminary 2Q2017 Collections Projected 2Q2017 Late Payments Projected 2Q2017 Final Results Actual 2Q2016 Results Projected Percentage Change $45,585,291 (2,366,413) 43,218,879 1,722,875 44,941,754 42,839,322 4.9% www.MuniServices.com (86M 800-8181 Page 1 Riverside County Transportation Commission HISTORICAL CASH COLLECTIONS ANALYSIS BY QUARTER $48,000 $46,000 $44,000 a ;, $42,000 CC m z $40,000 $38,000 $36,000 $34,000 (in thousands of $) 1Q2015 2Q2015 3Q2015 4Q2015 1Q2016 2Q2016 3Q2016 4Q2016 1Q2017 Net Receipts t5BOEAdminFees Due 202017 $540 $530 $520 $510 $500 $490 $480 a LL c E v 4 TOP 25 SALES/USE TAX CONTRIBUTORS The following list identifies RCTC's Top 25 Sales/Use Tax contributors. The list is in alphabetical order and represents sales from July 2016 to June 2017. The Top 25 Sales/Use Tax contributors generate 20.5% of RCTC's total sales and use tax revenue. 7-ELEVEN FOOD STORES AMAZON.COM ARCO AM/PM MINI MARTS BEST BUY STORES CARMAX THE AUTO SUPERSTORE CHEVRON SERVICE STATIONS CIRCLE K FOOD STORES COSTCO WHOLESALE DEPT OF MOTOR VEHICLES HOME DEPOT JACK IN THE BOX KOHL'S DEPARTMENT STORES LOWE'S HOME CENTERS MACY'S DEPARTMENT STORE MCDONALD'S RESTAURANTS RALPH'S GROCER COMPANY ROSS STORES SAM'S CLUB SHELL SERVICE STATIONS STATER BROS MARKETS TARGET STORES USA SERVICE STATIONS VERIZON WIRELESS WAL MART STORES WALGREEN'S DRUG STORES www.MuniServices.com (800) 800-8181 20 Page 2 Riverside County Transportation Commission HISTORICAL SALES TAX AMOUNTS The following chart shows the sales tax level from sales through June 2017, the highs, and the lows for each segment over the last two years. $25,000 920,000 $15.0013 $10,000 $5,000 $a On thousands of $y • ■ T 207017 ■High Low gt- " fat+ , e �A� el`a ��• tiP 1,7 gr ANNUAL SALES TAX BY BUSINESS CATEGORY 2Q2017 1Q2017 4Q2016 50,244 (in thousands of $) 31,356 44,097 19,195 26,953 49,910 30,941 43,624 18,584 26,792 49,699 30,618 43,042 18,490 26,677 097 ;987 3,856 3Q2016 58 2Q2016 1Q2016 4Q2015 3Q2015 2Q2015 1Q2015 48,602 48,166 47,935 47,571 46,792 29,791 29,453 28,970 28,490 42,859 43,199 43,182 43,104 27,476 42,803 18,237 26,014 18,088 25,429 17,940 25,160 17,625 25,142 17,022 26,024 6 $0 $20,000 $40,000 $60,000 $80,000 $100,000 $120,000 $140,000 $160,000 $180,000 ■ General Retail ■ Food Products ■ Transportation ■ Construction ■ Business To Business i Miscellaneous www.MuniServices.com (800) 800-8181 21 Page 3 Riverside County Transportation Commission FIVE-YEAR ECONOMIC TREND: Business To Business $8,000 $7,000 $6,000 $5,000 $4,000 $3,000 $2,000 m 0 N Or N (in thousands of $) IN • 11 1 I ✓ v .-1 ,-i 0 0 N N Ci Cf N N FINAL RESULTS: July 2016 - June 2017 Sales Local Net Cash Collections Less: Pool Amounts Less: Prior Quarter Payments Add: Late Payments Local Net Economic Collections after Adjustments Percent Change from July 2015 —June 2016 Sales MUNISERVICES' ON -GOING AUDIT RESULTS This Quarter $274,743 Total to Date $7,917,031 m 0 N Cf N m 0 N Or M m 0 N Cf $42,443,271 ($-507,340) ($1,977,076) $1,814,392 $42,787,928 UP BY 3.5% 0 N 0' www.MuniServices.com (800) 800-8181 22 Page 4 RCTC: Sales Tax Performance Analysis by Quarter TOTAL TOTAL $50, 000, 000 $45, 000, 000 $40, 000, 000 $35, 000, 000 $30, 000, 000 $25, 000, 000 $20, 000, 000 $15,000,000 $10, 000, 000 $5, 000, 000 $0 1 1 I 1 1 I $4,000,000 CONSTRUCTION 2017Q2 QoQ $� YoY %� YoY $A Liral $5,301,650 13.0% $608,515 5.2% $952,290 $2,000,000 % of Total: 11.8% I BUS2017Q2 O BUSQoQ SD QoQ $� YoY %� YoY $A to ATTACHMENT 2 Economic CATEGORY TOTAL $16,000,000 2017Q2 QoQ %A QoQ $A YoY %A YoY $A $44,941,094 4.9% $2,102,313 4.0% $6,772,230 $14, 000, 000 $12, 000, 000 'GENERAL RETAIL 2017Q2 $11,865,156 % of 2017Q2 Total: QoQ %A 2.8% QoQ $A $320,993 26.4% YoY %A YoY $A 3.3% $1,592,322 O- O— O— O— O� O— O04 � O- O- O- O— ti� ti� ti� ti� titi� ti� ti� ti� N ti^ r (N, 'A/ r1, r1, rN, rN, ti0 r r r Q3 Q4 Q1 Q2 $10, 000, 000 $8, 000, 000 $6, 000, 000 I 'TRANSPORTATION FOOD PRODUCTS 2017Q2 $8,320,714 % of Total: QoQ %A 5.3% 18.5% 2017Q2 $11,422,570 of Total: QoQ %A 4.4% 25.4% QoQ $A $416,436 QoQ So $477,863 YoY %A YoY $A 5.2% $1,579,126 YoY %A YoY $A 2.9% $1,263,725 $6,965,165 2.5% $169,873 3.7% $953,641 of Total: 15.5% QoQ = 17Q2 / 16Q2 YoY = YE 17Q2 / YE 16Q2 23 Transportation Authorities: Quarterly Comparison of 2016Q2 and 2017Q2 (July thru September Sales ) ATTACHMENT 3 c m c w c 0 co 0 a m m N m Apr -Jun • 2017 (2017Q2) Apr -Jun 2016 (2016Q2) % Chg Gain Gain Decline Decline RIVERSIDE COUNTY millirm.11 BANNING 54.4% 6.9% 17.9% 14.8% 30.2% 128.3% 546,182 455,258 20.0% Auto Sales - New Apparel Stores Auto Sales - Used Energy Sales BEAUMONT -2.2% -3.5% 5.5% -70.1% 4.7% 8.0% 948,989 1,049,202 -9.6% Light Industry Service Stations BIdg.Matls-Retail Food Markets BLYTHE 16.5% -5.9% 6.2% -4.3% -5.4% 253.0% 388,601 376,000 3.4% Auto Sales - New Furniture/Appliance Restaurants Light Industry CALIMESA 62.1% 4.4% 12.6% 57.7% -39.5% -12.0% 177,994 161,231 10.4% Miscellaneous Retail Service Stations Light Industry Chemical Products CANYON LAKE -16.6% 12.8% 6.0% 2.0% -25.5% 52.1% 56,068 54,711 2.5% Restaurants Food Markets Miscellaneous Retail Apparel Stores CATHEDRAL CITY 0.2% -2.2% -0.6% 7.7% 8.2% 77.7% 1,960,946 1,951,334 0.5% Energy Sales Restaurants Food Markets Auto Parts/Repair COACHELLA 0.6% 1.8% -0.5% -21.2% 74.2% 4.3% 776,149 755,756 2.7% Energy Sales Restaurants BIdg.Matls-Whsle Food Markets CORONA 0.2% 5.6% 6.1% 5.3% -3.8% 17.2% 8,973,795 8,734,430 2.7% BIdg.Matls-Whsle Service Stations BIdg.Matls-Retail Electronic Equipment DESERT HOT SPRINGS 3.2% 5.8% 4.6% 43.9% 83.0% 47.3% 350,960 324,250 8.2% Heavy Industry Service Stations Department Stores Drug Stores EASTVALE -1.0% 7.1% 10.4% 4.4% 16.3% 60.5% 1,856,552 1,735,508 7.0% Electronic Equipment Heavy Industry Business Services Recreation Products HEMET 3.7% 1.8% -4.0% -48.7% 3.7% 23.5% 2,429,616 2,559,240 -5.1% Apparel Stores Service Stations BIdg.Matls-Retail Auto Sales - New INDIAN WELLS -21.6% -1.4% -100.0% -9.1% -25.4% -22.2% 215,734 225,620 -4.4% Apparel Stores Health & Government Furniture/Appliance Miscellaneous Retail INDIO -5.2%1 -0.9% 7.4% -18.7% 24.2% 71.6% 2,567,770 2,534,433 1.3% Auto Sales - New Light Industry BIdg.Matls-Retail Department Stores JURUPA VALLEY 10.0% 3.8% 11.1% 4.4% -1.1% -40.9% 2,430,358 2,320,256 4.7% Service Stations BIdg.Matls-Whsle Office Equipment Leasing LA QUINTA 5.9% 3.0% -4.4% -55.3% -3.5% 9.4% 1,778,353 1,829,778 -2.8% Department Stores Restaurants BIdg.Matls-Retail Auto Parts/Repair LAKE ELSINORE 2.6% 4.0% 6.5% -37.5% 14.7% -49.0% 2,069,035 2,089,021 -1.0% Department Stores Service Stations BIdg.Matls-Retail Food Markets MENIFEE 12.8% 9.9% 6.5% 1.1% 11.3% -39.1% 1,707,073 1,581,999 7.9% Restaurants Furniture/Appliance BIdg.Matls-Whsle Food Markets MORENO VALLEY 3.1% -9.3% 2.0% -44.1% 18.3% 31.6% 3,837,445 4,018,782 -4.5% Service Stations Heavy Industry BIdg.Matls-Retail Food Markets MURRIETA 1.9% -2.3% 43.6% -16.7% 0.5% -7.7% 3,691,471 3,382,265 9.1% Auto Sales - Used BIdg.Matls-Whsle BIdg.Matls-Retail Food Markets NORCO 8.0% 4.1% 19.4% 1.9% -11.9% 107.8% 1,561,290 1,397,898 11.7% Auto Sales - New Service Stations Light Industry Miscellaneous Retail PALM DESERT -1.5% 5.5% -1.8% 1.0% 56.4% -79.8% 3,908,912 3,892,169 0.4% Leasing Restaurants Miscellaneous Other Auto Sales - New PALM SPRINGS 4.3% 14.4% 11.5% 5.2% 7.4% 21.4% 2,885,568 2,628,651 9.8% Restaurants Auto Sales - New Light Industry Miscellaneous Other PERRIS 140.0% 10.7% -4.1% 2.4% 18.4% -3.1% 3,398,344 2,542,877 33.6% Furniture/Appliance Electronic Equipment Auto Sales - Used Auto Sales - New RANCHO MIRAGE -17.4% 2.5% 11.3% -75.7% 37.2% -3.0% 1,096,610 1,165,871 -5.9% Restaurants Light Industry BIdg.Matls-Retail Miscellaneous Retail RIVERSIDE -3.4% -6.2% -1.3% -5.9% -0.6% 6.1% 13,508,707 13,911,108 -2.9% Misc. Vehicle Sales BIdg.Matls-Whsle Auto Sales - New BIdg.Matls-Retail SAN JACINTO -1.2% 4.5% 8.9% -8.9% 22.0% 65.6% 647,925 615,968 5.2% Service Stations Heavy Industry Light Industry Furniture/Appliance TEMECULA -37.1% 0.7% 8.4% -26.3% 116.7% 9.7% 7,968,675 8,244,445 -3.3% Light Industry Auto Sales - New Miscellaneous Retail BIdg.Matls-Retail WILDOMAR -9.6% 2.0% 9.6% 48.3% -18.8% -23.5% 389,489 376,794 3.4% Service Stations BIdg.Matls-Retail Miscellaneous Retail Office Equipment RIVERSIDE COUNTY 0.8% 1.5% 3.9% 4.8% 8.1% 7.2% 6,404,657 6,231,738 2.8% Light Industry Service Stations Business Services Food Markets Non -Confidential 24 MuniServices AGENDA ITEM 8E RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: December 13, 2017 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Megan Kavand, Senior Financial Analyst Michele Cisneros, Deputy Finance Director THROUGH: Anne Mayer, Executive Director SUBJECT: Quarterly Investment Report STAFF RECOMMENDATION: This item is for the Commission to receive and file the Quarterly Investment Report for the quarter ended September 30, 2017. BACKGROUND INFORMATION: For many years and as a result of a low interest rate environment, the Commission's quarterly investment reports reflected investments primarily concentrated in the Riverside County Pooled Investment Fund (RCPIF). Other investments included the state Local Agency Investment Fund and mutual funds. As a result of significant project financings such as the State Route 91 Corridor Improvement Project (91 Project or 91 CIP) and the Interstate 15 Express Lanes Project (1-15 ELP), the Commission determined it would be prudent to engage an investment manager for the bond proceeds and other required funds. Additionally, the Commission desired to engage an investment manager to provide investment advisory and management services related to the Commission's operating funds. In May 2013, following a competitive procurement, the Commission awarded two investment management services agreements to Logan Circle Partners, L.P. (Logan) for the 91 Project's proceeds generated from the issuance of sales tax revenue bonds and toll revenue bonds and to Payden & Rygel Investment Management (Payden & Rygel) for Commission operating funds. At its April 2017 meeting and based on a competitive procurement, the Commission awarded an investment management services agreement to Logan related to the issuance of the sales tax revenue bonds for the 1-15 ELP. Logan invested the 91 Project debt proceeds during the first quarter of Fiscal Year 2013/14 in the Short -Term Actively Managed Program (STAMP). Since June 2015, the Commission funded its annual 91 Project equity contributions approximating $97.3 million; the funds were invested by Logan in a separate STAMP account. As of June 30, 2017, the 91 Project bond proceeds in the STAMP Portfolio Toll Revenue Project Senior Lien Fund and Toll Revenue Project Sales Tax Revenue Fund were fully expended, consistent with financing expectations. Agenda Item 8E 25 Payden & Rygel was authorized to make specific investments for the Commission's operating funds beginning with the third quarter of FY 2014/15. In July 2017, the 1-15 ELP project and 91 Project completion financing (2017 Financing) was completed and sales tax bond proceeds approximating $154.6 million were received. Logan invested the 2017 Financing debt proceeds in a separate STAMP portfolio during the first quarter of FY 2017/18. The quarterly investment report for the first quarter of FY 2017/18, as required by state law and Commission policy, reflects the investment activities resulting from the 91 Project, 2017 Financing, and available operating cash. The quarterly investment report includes the following information: • Investment Portfolio Report; • 91 CIP STAMP Portfolio by Investment Category; • 91 CIP STAMP Portfolio by Account; • 91 CIP STAMP Portfolio Transaction Report by Account; • 91 CIP STAMP Portfolio Summary of investments by credit rating, industry group, asset class, security type, and market sector; • 91 CIP STAMP Portfolio Toll Revenue Series A & Series B Reserve Fund Summary of investments by credit rating, industry group, asset class, security type, and market sector; • 91 CIP STAMP Portfolio Toll Revenue Project Capitalized Interest Fund Summary of investments by credit rating, industry group, asset class, security type, and market sector; • 91 CIP STAMP Portfolio Sales Tax Revenue Capitalized Interest Fund Summary of investment by credit rating, industry group, asset class, security type, and market sector; • 91 CIP STAMP Portfolio Sales Tax Equity Fund Summary of investment by credit rating, industry group, asset class, security type, and market sector; • 2017 Financing STAMP Portfolio by Investment Category; • 2017 Financing STAMP Portfolio by Account; • 2017 Financing STAMP Portfolio Transaction Report by Account; • 2017 Financing STAMP Portfolio Summary of investments by credit rating, industry group, asset class, security type, and market sector; • 2017 Financing STAMP Portfolio Sales Tax Revenue Fund Summary of investment by credit rating, industry group, asset class, security type, and market sector; • 2017 FinancingSTAMP Portfolio 1-15 ELP Sales Tax Senior Lien TIFIA Project Fund Summary of investment by credit rating, industry group, asset class, security type, and market sector; • Logan Circle Partners, L.P. Short Duration Third Quarter 2017 Review; • Payden & Rygel Operating Portfolio by Investment Category; • Payden & Rygel Operating Portfolio Transaction Report; • Payden & Rygel Operating Portfolio Third Quarter 2017 Review; and • County of Riverside Investment Report for the Quarter Ended September 30, 2017. Agenda Item 8E 26 The Commission's investments were in full compliance with the Commission's investment policy adopted on April 13, 2016, and investments securities permitted under the indenture for the Commission's sales tax revenue bonds and the master indenture for the Commission's toll revenue bonds. Additionally, the Commission has adequate cash flows for the next six months. Attachments: 1) Investment Portfolio Report 2) 91 CIP STAMP Portfolio by Investment Category 3) 91 CIP STAMP Portfolio by Account 4) 91 CIP STAMP Portfolio Transaction Report by Account 5) 91 CIP STAMP Portfolio Summary of Investments 6) 91 CIP STAMP Portfolio Toll Revenue Series A & Series B Reserve Fund Summary of Investments 7) 91 CIP STAMP Portfolio Toll Revenue Project Capitalized Interest Fund Summary of Investments 8) 91 CIP STAMP Portfolio Sales Tax Revenue Capitalized Interest Fund Summary of Investments 9) 91 CIP STAMP Portfolio Sales Tax Equity Fund Summary of Investments 10) 2017 Financing STAMP Portfolio by Investment Category 11) 2017 Financing STAMP Portfolio by Account 12) 2017 Financing STAMP Portfolio Transaction Report by Account 13) 2017 Financing STAMP Portfolio Summary of Investments 14) 2017 Financing STAMP Portfolio Sales Tax Revenue Fund Summary of Investments 15) 2017 FinancingSTAMP Portfolio 1-15 ELP Sales Tax Senior Lien TIFIA Project Fund Summary of Investments 16) Payden & Rygel Operating Portfolio by Investment Category 17) Payden & Rygel Operating Portfolio Transaction Report 18) Logan Circle Partners, L.P. Short Duration Quarterly Review 19) Payden & Rygel Operating Portfolio Quarterly Review 20) County of Riverside Investment Report Agenda Item 8E 27 ATTACHMENT 1 Riverside County Transportation Commission Investment Portfolio Report Period Ended: September 30, 2017 FAIR VALUE RATING COUPON PAR PURCHASE MATURITY YIELD TO PURCHASE MARKET UNREALIZED MOODYS/FITCH/S&P RATE VALUE DATE DATE MATURITY COST VALUE GAIN (LOSS) OPERATING FUNDS City National Bank Deposits 20,682,701 A3/BBB+ N/A N/A County Treasurer's Pooled Investment Fund 443,709,622 Aaa-bf/AAA/V1 N/A 1.22% Local Agency Investment Fund (LAIF) 3,681,424 Not Rated N/A N/A Subtotal Operating Funds 468,073,747 FUNDS HELD IN TRUST County Treasurer's Pooled Investment Fund: Local Transportation Fund Subtotal Funds Held in Trust COMMISSION MANAGED PORTFOLIO US Bank Payden & Rygel Operating First American Government Obligation Fund 2017 Financing Cost of Issuance Fund US Bank Money Market Subtotal Commission Managed Portfolio STAMP PORTFOLIO for 91 CIP Toll Revenue Project Senior Lien Fund Toll Revenue Project Sales Tax Revenue Fund Series A & Series B Reserve Fund Toll Revenue Project Capitalized Interest Fund Sales Tax Revenue Capitalized Interest Fund Sales Tax Revenue Equity Fund Subtotal STAMP Portfolio - 91 CIP STAMP PORTFOLIO for 2017 Financing Sales Tax 115 ELP Project Revenue Fund Sales Tax Revenue Fund Subtotal STAMP Portfolio - 2017 Financing TOTAL All Cash and Investments $500,000,000 $450,000,000 $400,000,000 $350,000,000 $300,000,000 $250,000,000 $200,000,000 $150,000,000 $100,000,000 $50,000,000 $- 87,611,664 Aaa-bf/AAA/V1 N/A 87,611,664 50,972,053 16,207,622 945,532 68,125,207 1,127,684 17,886,546 3,588,668 12,740,327 37,478,919 72,822,143 98,450,660 56,001,386 154,452,046 $ 851,084,807 Aaa-mf/-/AAAm 1.22% See attached report for details N/A N/A Nature of Investments ■ STAMP Portfolio for 91 CIP Reserve ■ STAMP Portfolio for 91 CIP Project Fund ■ STAMP Portfolio for 91 CIP Capitalized Interest ■ STAMP Portfolio for 91 CIP Equity ■ STAMP Portfolio for Sales Tax 115 ELP Project Revenue Fund ■ STAMP Portfolio for Sales Tax Revenue Fund ■ Commission Managed Portfolio ■ Trust Funds ■ Operating Funds See attached report for details See attached report for details See attached report for details See attached report for details See attached report for details See attached report for details See attached report for details See attached report for details 32.57% Fixed Income 0.43% LAIF 0.23% Money 1.90% Mutual Market Funds Funds 64.86% County Pool/Cash 28 PrRIVERSIDE COUNTY TRANSPORTATION COMMISSION 91 CIP STAMP Portfolio by Investment Category for quarter ended September 30, 2017 ATTACHMENT 2 Source Account Account Identifier Security Type Category Issuer Final Maturity Trade Date Current Face Value Next Call Original Cost Date Base Market Value Base Net Total Unrealized Gain/Loss Coupon Summarized Yield Credit Rating 205091001 LC-2013 A Capitalized Interest 3I3385NZ5 Agency FHLBanks Office of Finance 11/08/2017 09/15/2017 700,000.00 698,918.50 --- 699,279.00 40.23 0.000 0.941 AAA 205091001 LC-2013 A Capitalized Interest 313385NSI Agency FHLBanks Office of Finance 11/O1/2017 09/29/2017 150,000.00 149,862.50 --- 149,875.50 4.67 0.000 0.919 AAA 205091001 LC-2013 A Capitalized Interest 3I3385MQ6 Agency FHLBanks Office of Finance 10/06/2017 08/29/2017 1,200,000.00 1,198,821.67 --- 1,199,868.00 36.40 0.000 0.574 AAA 205091001 LC-2013 A Capitalized Interest 313385NQ5 Agency FHLBanks Office of Finance 10/30/2017 09/20/2017 150,000.00 149,832.63 --- 149,884.50 8.97 0.000 0.907 AAA 205091001 LC-2013 A Capitalized Interest 313385PE0 Agency FHLBanks Office of Finance 11/13/2017 09/15/2017 700,000.00 698,812.63 -- 699,181.00 46.57 0.000 0.950 AAA 256350022 LC -Sr Lien Ob Fund-1 Interest 313385NZ5 Agency FHLBanks Office of Finance 11/08/2017 09/15/2017 200,000.00 _ 199,691.00 199,794.00 11.49 0.000 0.941 AAA 256350022 LC -Sr Lien Ob Fund-1 Interest 3I3385NSI Agency FHLBanks Office of Finance 11/O1/2017 09/29/2017 225,000.00 224,793.75 --- 224,813.25 7.01 0.000 0.919 AAA 256350022 LC -Sr Lien Ob Fund-1 Interest 313385MQ6 Agency FHLBanks Office of Finance 10/06/2017 08/29/2017 365,000.00 364,641.59 --- 364,959.85 11.07 0.000 0.574 AAA 256350022 LC -Sr Lien Ob Fund-1 Interest 3I3385MV5 Agency FHLBanks Office of Finance 10/11/2017 08/29/2017 300,000.00 299,651.50 --- 299,925.00 10.04 0.000 0.761 AAA 256350022 LC -Sr Lien Ob Fund-1 Interest 313313NQ7 Agency Farm Credit Banks Consolidated Systemwide Bonds and I 10/30/2017 09/20/2017 200,000.00 199,776.83 --- 199,846.00 11.97 0.000 0.907 AAA 256350022 LC -Sr Lien Ob Fund-1 Interest 313385NQ5 Agency FHLBanks Office of Finance 10/30/2017 09/20/2017 200,000.00 199,776.83 -- 199,846.00 11.97 0.000 0.907 AAA 256350022 LC -Sr Lien Ob Fund-1 Interest 313385PE0 Agency FHLBanks Office of Finance 11/13/2017 09/15/2017 200,000.00 199,660.75 --- 199,766.00 13.31 0.000 0.950 AAA 256350022 LC -Sr Lien Ob Fund-1 Interest 3I3385NU6 Agency FHLBanks Office of Finance 11/03/2017 09/20/2017 200,000.00 199,753.94 -- 199,822.00 10.86 0.000 0.929 AAA 256350023 LC -Sr Lien Reserve Fund-1 3135GOD75 Agency Federal National Mortgage Association 06/22/2020 05/06/2015 600,000.00 593,490.00 --- 598,320.00 1,852.35 1.500 1.605 AAA 256350005 LC -Project Fund-To112 313313NU8 Agency Farm Credit Banks Consolidated Systemwide Bonds and I 11/03/2017 09/29/2017 450,000.00 449,553.75 -- 449,599.50 20.26 0.000 0.929 AAA 256350005 LC -Project Fund-Toll2 313397MW8 Agency Federal Home Loan Mortgage Corp 10/12/2017 09/29/2017 650,000.00 649,764.81 --- 649,824.50 23.51 0.000 0.758 AAA 256350023 LC -Sr Lien Reserve Fund -I 3I37EADB2 Agency Federal Home Loan Mortgage Corp O1/13/2022 -- 950,000.00 942,921.50 -- 966,853.00 17,205.16 2.375 1.942 AAA 256350023 LC -Sr Lien Reserve Fund-1 3137EADR7 Agency Federal Home Loan Mortgage Corp _ 05/O1/2020 05/15/2015 475,000.00 471,527.75 --- 472,406.50 (749.86) 1.375 1.591 AAA 256350023 LC -Sr Lien Reserve Fund -I 3I36A72D3 Agency CMO Federal National Mortgage Association 04/25/2022 07/03/2013 363,443.25 345,271.09 -- 366,863.25 13,849.94 2.482 2.218 AAA 205091001 LC-2013 A Capitalized Interest 31392HWL3 Agency CMO Federal National Mortgage Association 02/25/2018 07/12/2013 2,208.59 2,331.44 --- 2,213.16 (4.26) 5.000 1.942 AAA 205091001 LC-2013 A Capitalized Interest 3I392F6C6 Agency CMO Federal National Mortgage Association 12/25/2017 07/09/2013 4,678.33 4,962.69 -- 4,682.12 (7.58) 5.000 0.872 AAA 205091001 LC-2013 A Capitalized Interest 31393EXC8 Agency CMO Federal National Mortgage Association 09/25/2018 07/24/2013 44,854.98 47,420.12 --- 45,071.18 (242.19) 4.500 2.454 AAA 205091001 LC-2013 A Capitalized Interest 3I392FPP6 Agency CMO Federal National Mortgage Association 11/25/2017 07/15/2013 957.46 1,014.01 -- 956.48 (0.98) 5.000 1.804 AAA 205091001 LC-2013 A Capitalized Interest 31393V2T7 Agency CMO Federal Home Loan Mortgage Corp 06/15/2018 07/08/2013 81,458.38 86,154.96 --- 81,801.32 (352.66) 4.500 2.468 AAA 256350022 LC -Sr Lien Ob Fund-1 Interest 3I393EXC8 Agency CMO Federal National Mortgage Association 09/25/2018 07/24/2013 4,983.89 5,268.90 -- 5,007.91 (26.91) 4.500 2.454 AAA 256350022 LC -Sr Lien Ob Fund-1 Interest 3137ASNH3 Agency CMO Federal Home Loan Mortgage Corp 09/25/2021 08/15/2013 242,593.48 236,225.40 --- 240,623.62 1,161.06 1.459 1.865 AAA 256350022 LC -Sr Lien Ob Fund-1 Interest 3I393V2T7 Agency CMO Federal Home Loan Mortgage Corp 06/15/2018 07/08/2013 24,740.99 26,167.46 -- 24,845.15 (107.11) 4.500 2.468 AAA 256350023 LC -Sr Lien Reserve Fund-1 3137AJMF8 Agency CMO Federal Home Loan Mortgage Corp 10/25/2021 08/05/2015 30,000.00 31,038.28 --- 30,869.10 208.18 2.968 2.138 AAA 256350023 LC -Sr Lien Reserve Fund -I 3I37ASNH3 Agency CMO Federal Home Loan Mortgage Corp 09/25/2021 07/03/2013 242,593.48 237,068.79 -- 240,623.62 714.02 1.459 1.865 AAA 256350023 LC -Sr Lien Reserve Fund-1 3137ATRW4 Agency CMO Federal Home Loan Mortgage Corp _ 05/25/2022 12/21/2016 125,000.00 124,804.69 --- 125,901.25 1,099.54 2.373 2.178 AAA 256350023 LC -Sr Lien Reserve Fund -I 3I37AUPE3 Agency CMO Federal Home Loan Mortgage Corp 06/25/2022 -- 379,000.00 366,344.03 -- 381,069.34 8,757.05 2.396 2.245 AAA 256350005 LC -Project Fund-Toll2 3137A85H7 Agency CMO Federal Home Loan Mortgage Corp 12/15/2039 07/13/2015 88,732.63 92,503.76 --- 91,522.38 (437.62) 3.500 2.171 AAA 256350005 LC -Project Fund-To112 3137A1LC5 Agency CMO Federal Home Loan Mortgage Corp 08/15/2020 O8/31/2015 38,357.99 38,969.32 -- 38,414.76 (261.50) 2.000 1.766 AAA 256350023 LC -Sr Lien Reserve Fund-1 313927783 Agency CMO Federal National Mortgage Association 03/25/2018 07/08/2013 1,778.64 1,876.47 --- 1,783.28 (3.75) 5.000 2.097 AAA 256350023 LC -Sr Lien Reserve Fund -I 31395EZP5 Agency CMO Federal Home Loan Mortgage Corp 08/15/2019 07/09/2013 24,885.78 26,328.38 -- 25,162.26 (105.06) 4.500 2.461 AAA 256350023 LC -Sr Lien Reserve Fund-1 38376GB33 Agency CMO The Government National Mortgage Association Guarantt 10/16/2044 01/23/2015 241,196.68 247,580.02 --- 243,521.82 (3,024.66) _3.500 2.004 AAA 256350023 LC -Sr Lien Reserve Fund -I 38376T5ZI Agency CMO The Government National Mortgage Association Guarantt O1/16/2039 01/26/2015 108,650.33 113,512.43 -- 110,995.00 (1,548.87) 3.000 2.238 AAA 256350023 LC -Sr Lien Reserve Fund-1 38376WA62 Agency CMO The Government National Mortgage Association Guarantt 10/20/2039 01/21/2015 61,619.37 64,693.50 --- 65,156.33 46.70 4.000 1.739 AAA 256350023 LC -Sr Lien Reserve Fund -I 383777Z89 Agency CMO The Government National Mortgage Association Guarantt 10/20/2039 07/05/2013 75,981.58 78,305.54 -- 78,344.60 735.92 3.500 2.005 AAA 256350023 LC -Sr Lien Reserve Fund-1 38377RSZ9 Agency CMO The Government National Mortgage Association Guarantt 06/16/2039 01/21/2015 24,848.54 26,334.71 --- 25,652.39 (150.47) 4.500 1.499 AAA 256350023 LC -Sr Lien Reserve Fund -I 38377RVK8 Agency CMO The Government National Mortgage Association Guarantt 04/20/2039 -- 124,104.97 127,605.12 -- 126,569.70 (9.20) 3.000 2.193 AAA 256350023 LC -Sr Lien Reserve Fund-1 38378B7F0 Agency CMO Government National Mortgage Association 12/16/2042 --- 450,000.00 427,324.22 --- 434,403.00 5,481.51 2.273 3.017 AAA 256350023 LC -Sr Lien Reserve Fund -I 38378CRT6 Agency CMO The Government National Mortgage Association Guarantt 10/20/2040 05/22/2014 69,929.12 67,525.30 -- 69,394.86 1,425.48 2.000 2.248 AAA 256350023 LC -Sr Lien Reserve Fund-1 38378TAF7 Agency CMO The Government National Mortgage Association Guarantt 07/20/2041 07/05/2013 167,419.58 167,444.82 --- 169,329.84 2,040.19 _2.500 2.106 AAA 256350023 LC -Sr Lien Reserve Fund -I 38380AZ34 Agency CMO The Government National Mortgage Association Guarantt 04/20/2046 11/28/2016 166,439.15 171,100.75 -- 169,762.94 (1,013.10) 3.000 2.647 AAA 256350023 LC -Sr Lien Reserve Fund-1 3136A4M48 Agency MBS Federal National Mortgage Association O1/25/2022 07/05/2013 263,892.55 264,634.75 --- 263,523.10 (475.05) 2.098 2.107 AAA 256350023 LC -Sr Lien Reserve Fund -I 3I36A7MN9 Agency MBS Federal National Mortgage Association 05/25/2022 08/29/2016 300,000.00 308,578.13 -- 301,050.00 (5,861.39) 2.349 2.244 AAA 256350023 LC -Sr Lien Reserve Fund-1 3136AHAEO Agency MBS Federal National Mortgage Association 04/25/2023 10/28/2016 198,253.32 202,528.16 --- 199,089.95 (3,396.56) 2.600 2.444 AAA 256350023 LC -Sr Lien Reserve Fund -I 3137B1U75 Agency MBS Federal Home Loan Mortgage Corp O1/25/2023 08/29/2016 380,000.00 394,917.97 -- 383,446.60 (8,655.31) 2.522 2.290 AAA 256350023 LC -Sr Lien Reserve Fund-1 31381PEBO Agency MBS Federal National Mortgage Association 11/O1/2020 09/26/2014 256,890.68 270,497.86 --- 266,012.87 2,393.56 3.370 2.089 AAA 256350023 LC -Sr Lien Reserve Fund -I 31381Q6B7 Agency MBS Federal National Mortgage Association 06/O1/2021 07/15/2016 187,892.42 208,384.44 -- 200,582.67 (2,863.95) 4.295 2.258 AAA 256350023 LC -Sr Lien Reserve Fund-1 31381T4E7 Agency MBS Federal National Mortgage Association 03/O1/2022 10/25/2016 269,522.42 281,598.30 --- 274,788.89 (4,761.54) 2.670 2.152 AAA 256350023 LC -Sr Lien Reserve Fund -I 31385XBG1 Agency MBS Federal National Mortgage Association 03/O1/2018 09/13/2013 11.70 12.46 -- 11.70 (0.03) 6.000 2.226 AAA 256350023 LC -Sr Lien Reserve Fund-1 3138EJPZ5 Agency MBS Federal National Mortgage Association 07/O1/2022 08/29/2016 308,858.69 328,053.77 --- 316,209.53 (8,839.77) 2.973 2.279 AAA 256350023 LC -Sr Lien Reserve Fund -I 3138EKXL4 Agency MBS Federal National Mortgage Association 03/O1/2023 12/21/2016 275,745.71 272,643.57 -- 278,453.53 5,671.94 2.356 2.093 AAA 256350023 LC -Sr Lien Reserve Fund-1 3138L33G8 Agency MBS Federal National Mortgage Association 06/O1/2020 11/12/2015 100,000.00 99,875.00 --- 100,171.00 334.03 2.010 1.903 AAA 256350023 LC -Sr Lien Reserve Fund -I 3I38L76A9 Agency MBS Federal National Mortgage Association 11/O1/2021 10/04/2016 125,000.00 129,511.72 -- 126,635.00 (1,932.91) 2.590 2.211 AAA 205091001 LC-2013 A Capitalized Interest 3128MBTH0 Agency MBS Federal Home Loan Mortgage Corp 03/O1/2019 07/26/2013 17,915.51 18,990.44 --- 18,366.62 223.47 5.000 -1.829 AAA 205091001 LC-2013 A Capitalized Interest 31402RBG3 Agency MBS Federal National Mortgage Association 09/O1/2019 -- 21,208.44 22,746.99 -- 21,676.51 (188.03) 6.000 2.262 AAA 205091001 LC-2013 A Capitalized Interest 31402QT68 Agency MBS Federal National Mortgage Association 10/O1/2019 07/11/2013 43,250.50 46,724.06 --- 44,296.30 (359.56) 6.000 2.140 AAA 205091001 LC-2013 A Capitalized Interest 31410GSQ7 Agency MBS Federal National Mortgage Association 12/O1/2017 07/05/2013 535.28 574.75 -- 535.40 (1.56) 6.000 2.267 AAA 205091001 LC-2013 A Capitalized Interest 3128H4NR6 Agency MBS Federal Home Loan Mortgage Corp 05/O1/2018 07/16/2013 7,726.89 8,185.67 --- 7,921.45 133.45 5.000 -5.915 AAA 205091001 LC-2013 A Capitalized Interest 3I28PHVS7 Agency MBS Federal Home Loan Mortgage Corp 11/O1/2019 07/16/2013 3,725.83 3,926.09 -- 3,819.65 57.88 5.000 -4.470 AAA 205091001 LC-2013 A Capitalized Interest 36200AFG9 Agency MBS Government National Mortgage Association_ 11/15/2017 07/09/2013 367.57 391.69 --- 367.79 0.22 _5.500 2.295 AAA 205091001 LC-2013 A Capitalized Interest 31401MWCI Agency MBS Federal National Mortgage Association 06/O1/2018 07/12/2013 112,579.44 120,037.82 -- 115,134.99 1,502.96 4.500 -2.811 AAA 205091001 LC-2013 A Capitalized Interest 3132FEAK7 Agency MBS Federal Home Loan Mortgage Corp 12/O1/2017 07/03/2013 4,411.39 4,674.69 --- 4,522.46 98.37 5.000 -24.627 AAA 205091001 LC-2013 A Capitalized Interest 36290WH47 Agency MBS Government National Mortgage Association 09/15/2018 07/18/2013 174,422.26 185,323.65 -- 176,370.56 (410.61) 4.500 1.219 AAA 256350022 LC -Sr Lien Ob Fund-1 Interest 31402RBG3 Agency MBS Federal National Mortgage Association 09/O1/2019 --- 6,201.56 6,652.09 --- 6,338.43 (55.17) _6.000 2.262 AAA 256350023 LC -Sr Lien Reserve Fund -I 314I7YKF3 Agency MBS Federal National Mortgage Association O1/O1/2030 07/10/2013 90,718.02 95,707.51 -- 97,664.30 2,046.68 4.500 2.271 AAA 256350023 LC -Sr Lien Reserve Fund-1 36202F2H8 Agency MBS Ginnie Mae11 O1/20/2027 11/14/2016 196,171.41 203,589.14 --- 202,980.52 (447.03) 3.000 1.918 AAA 29 Page 2 of 36 PirRIVERSIDE COUNTY TRANSPORTATION COMMISSION 91 CIP STAMP Portfolio by Investment Category for quarter ended September 30, 2017 Source Account 256350023 Account LC -Sr Lien Reserve Fund-1 Identifier 38378B6A2 Secun ype Category Agency MBS Issuer Government National Mortgage Association ma Maturity 11/16/2052 Trade Date 01/22/2015 Current Face Value 124,637.54 Original Cost 120,708.53 'e: al Date --- Base Market Value 119,700.65 Base Net Total Unrealized Coupon 1.826 Summarized Yield Credit Rating 2.142 AAA 256350023 LC -Sr Lien Reserve Fund-1 38378KRS0 Agency MBS The Government National Mortgage Association Guarantt 07/16/2043 05/08/2015 450,000.00 434,460.94 --- 435,663.00 78.93 2.389 3.057 AAA 256350023 LC -Sr Lien Reserve Fund -I 38378KSL4 Agency MBS The Government National Mortgage Association Guarantt 12/16/2046 -- 425,000.00 415,829.11 --- 407,944.75 (8,193.68) 2.798 3.396 AAA 256350023 LC -Sr Lien Reserve Fund-1 38378KWU9 Agency MBS The Government National Mortgage Association Guarantt 11/16/2041 --- 74,966.32 73,205.90 --- 71,836.48 (1,508.88) 1.400 3.413 AAA 256350023 LC -Sr Lien Reserve Fund -I 38378KXW4 Agency MBS The Government National Mortgage Association Guarantt 02/16/2037 12/11/2014 181,424.20 180,545.43 -- 178,938.69 (1,697.58) 1.705 2.502 AAA 256350023 LC -Sr Lien Reserve Fund-1 38378XP62 Agency MBS The Government National Mortgage Association Guarantt 05/16/2055 05/14/2015 343,767.77 _ 348,011.15 338,745.32 (8,852.29) 2.500 2.817 AAA 256350023 LC -Sr Lien Reserve Fund -I 38379KDN5 Agency MBS Government National Mortgage Association 09/16/2055 08/05/2015 173,635.80 169,199.95 -- 167,263.37 (2,483.43) 2.108 3.253 AAA 256350005 LC -Project Fund -Toll 2 025827GG9 Asset Backed American Express Credit Account Master Trust 10/15/2018 02/26/2016 300,000.00 300,468.75 --- 301,170.00 31.15 1.654 1.285 AAA 256350005 LC -Project Fund-Toll2 16157IGQI Asset Backed Chase Issuance Trust 11/15/2017 10/28/2015 120,000.00 120,510.94 -- 120,008.40 (22.61) 1.380 1.329 AAA 256350005 LC -Project Fund -Toll 2 43814KAC5 Asset Backed Honda Auto Receivables 2015-1 Owner Trust 10/15/2018 06/02/2016 118,362.29 118,380.79 --- 118,291.28 (75.54) 1.050 1.352 AAA 256350005 LC -Project Fund-Toll2 36159LCR5 Asset Backed GE Dealer Floorplan Master Not O1/22/2018 06/07/2016 110,000.00 109,759.38 -- 110,118.80 36.33 1.736 1.423 AAA 256350005 LC -Project Fund -Toll 2 55315GAC2 Asset Backed MMAF Equipment Finance LLC 2015-A 10/16/2019 --- 132,336.54 131,905.24 --- 132,194.94 (49.89) 1.390 1.671 AAA 256350005 LC -Project Fund-Toll2 0558IQAD0 Asset Backed BMW Vehicle Lease Trust 2015-2 02/20/2019 06/05/2017 43,458.88 43,465.67 -- 43,460.62 (2.27) 1.400 1.379 AAA 256350005 LC -Project Fund -Toll 2 58768FAB2 Asset Backed Mercedes-Benz Auto Lease Trust 2016-A 07/16/2018 06/05/2017 126,037.99 126,042.92 --- 126,031.69 (8.40) 1.340 1.365 AAA 256350005 LC -Project Fund-Toll2 553I5FAB6 Asset Backed Mmaf Equipment Finance LIc 2016-A 12/17/2018 05/03/2016 144,279.77 144,278.11 -- 144,250.91 (28.49) 1.390 1.467 AAA 256350005 LC -Project Fund-Toll2 161571HB3 Asset Backed Chase Issuance Trust 05/15/2019 06/07/2016 500,000.00 500,878.91 --- 502,595.00 503.29 1.644 1.327 AAA 256350005 LC -Project Fund-Toll2 65478QAD0 Asset Backed Nissan Auto Lease Trust 2016-A 03/15/2019 05/17/2016 155,000.00 154,992.99 -- 154,981.40 (16.50) 1.490 1.516 AAA 256350005 LC -Project Fund -Toll 2 05582XAD4 Asset Backed Bmw Vehicle Lease Trust 2016-2 09/20/2019 10/04/2016 545,000.00 544,927.95 --- 543,332.30 (1,632.57) 1.430 1.769 AAA 256350005 LC -Project Fund-Toll2 58768MAD3 Asset Backed Mercedes-Benz Auto Lease Trust 2016-B 06/15/2022 10/18/2016 190,000.00 189,983.00 -- 189,371.10 (619.06) 1.520 1.793 AAA 256350005 LC -Project Fund -Toll 2 86563YHT3 CD Sumitomo Mitsui Banking Corporation 10/17/2017 09/06/2017 700,000.00 700,130.72 --- 700,070.00 18.99 1.420 1.192 AAA 256350005 LC -Project Fund-Toll2 17305TRV6 CD Citibank, N.A. 10/04/2017 09/14/2017 625,000.00 625,040.57 -- 625,000.00 (6.09) 1.320 1.316 AAA 256350005 LC -Project Fund-Toll2 06538NFU6 CD The Bank of Tokyo -Mitsubishi UF7, Ltd. 10/13/2017 09/14/2017 700,000.00 700,118.99 --- 700,091.00 _ 41.76 1.540_ 1.162 AAA 256350005 LC -Project Fund-Toll2 89113XFD1 CD The Toronto -Dominion Bank 10/16/2017 09/15/2017 750,000.00 750,000.00 -- 750,000.00 0.00 1.180 1.179 AAA 256350005 LC -Project Fund -Toll 2 83369YTU0 _ CD Societe Generale 10/31/2017 09/18/2017 750,000.00 _ 750,029.52 --- 750,075.00 _ 53.91 1.310_ 1.192 AAA 256350005 LC -Project Fund-Toll2 22534HQ38 CD Credit Agricole Corporate and Investment Bank 10/18/2017 09/18/2017 500,000.00 500,000.00 -- 500,000.00 0.00 1.170 1.170 AAA 256350005 LC -Project Fund-Toll2 65602UWN4 _ CD The Norinchukin Bank 11/O1/2017 09/29/2017 750,000.00 _ 750,000.00 --- 750,000.00 _ 0.00 1.200 1.200 AAA 256350005 LC -Project Fund-Toll2 05582WG99 CD BNP Paribas 11/O1/2017 09/28/2017 750,000.00 750,000.00 -- 750,000.00 0.00 1.150 1.150 AAA 256350005 LC -Project Fund -Toll 2 62888YAA0 CM() NCUA Guaranteed Notes Trust 2011-R1 O1/08/2020 07/14/2015 146,915.71 147,627.34 --- 147,350.59 74.70 1.681 0.500 _AAA 256350022 LC -Sr Lien Ob Fund -I Interest 4812ICYK6 Corporate 7PMorgan Chase Bank, N.A. 10/O1/2017 07/03/2013 300,000.00 341,424.00 -- 300,000.00 0.00 6.000 5.827 A 256350022 LC -Sr Lien Ob Fund-1 Interest 05565QCCO Corporate BP Capital Markets P.L.C. 11/06/2017 07/03/2013 300,000.00 292,194.00 --- 299,958.00 141.32 1.375 1.503 A 256350005 LC -Project Fund-Toll2 4812ICYK6 Corporate 7PMorgan Chase Bank, N.A. 10/O1/2017 03/09/2016 250,000.00 265,022.50 -- 250,000.00 0.00 6.000 5.827 A 256350005 LC -Project Fund -Toll 2 202795HU7 Corporate Commonwealth Edison Company 03/15/2018 08/05/2016 255,000.00 273,819.00 --- 259,824.60 (579.79) 5.800 1.662 A 256350005 LC -Project Fund-Toll2 26442CAD6 Corporate Duke Energy Carolinas, LLC 04/15/2018 06/11/2015 116,000.00 127,422.52 -- 117,989.40 (220.76) 5.100 1.917 AA 256350005 LC -Project Fund-Toll2 209111ET6 Corporate Consolidated Edison Company of New York, Inc. 04/O1/2018 06/22/2015 220,000.00 _ 245,828.00 --- 224,749.80 1.53 _5.850 1.546 A 256350005 LC -Project Fund-Toll2 89837LAA3 Corporate The Trustees of Princeton University 03/O1/2019 -- 255,000.00 281,113.75 -- 266,255.70 (201.40) 4.950 1.792 AAA 256350005 LC -Project Fund -Toll 2 31677QAV1 Corporate Fifth Third Bank 02/28/2018 06/08/2016 400,000.00 400,544.00 01/28/2018 399,812.00 (297.66) 1.450 1.562 A 256350005 LC -Project Fund-Toll2 55279HAA8 Corporate Manufacturers and Traders Trust Company 03/07/2018 06/06/2016 400,000.00 400,012.00 02/05/2018 399,928.00 (74.77) 1.450 1.490 A 256350005 LC -Project Fund-Toll2 05531FAP8 Corporate BB&T Corporation 06/15/2018 --- 380,000.00 _ 381,823.60 05/15/2018 381,789.80 1,207.02 2.180 1.456 A 256350005 LC -Project Fund-Toll2 89352HAP4 Corporate TransCanada PipeLines Limited O1/12/2018 02/03/2016 150,000.00 146,716.50 -- 150,277.50 758.58 2.094 1.493 A 256350005 LC -Project Fund -Toll 2 74256LAT6 Corporate Principal Life Global Funding E 12/O1/2017 08/22/2016 360,000.00 361,533.60 --- 360,262.80 60.75 1.816 1.396 A 256350005 LC -Project Fund-Toll2 865622CB8 Corporate Sumitomo Mitsui Banking Corporation O1/18/2019 01/13/2016 250,000.00 250,000.00 -- 252,365.00 2,365.00 2.244 1.551 A 256350005 LC -Project Fund -Toll 2 89114QBF4 Corporate The Toronto -Dominion Bank O1/22/2019 --- 525,000.00 528,126.80 --- 529,609.50 3,050.99 2.153 1.511 AA 256350005 LC -Project Fund-Toll2 9498875B9 Corporate Wells Fargo Bank, National Association O1/22/2018 -- 500,000.00 501,314.25 -- 501,045.00 788.37 2.053 1.435 AA 256350005 LC -Project Fund -Toll 2 037833BRO Corporate Apple Inc. 02/22/2019 --- 450,000.00 _ 454,432.50 --- 454,900.50 2,621.57 2.134 1.386 AA 256350005 LC -Project Fund-Toll2 9498875E3 Corporate Wells Fargo Bank, National Association 05/24/2019 08/03/2016 255,000.00 255,731.85 -- 256,966.05 1,537.67 1.917 1.471 AA 256350005 LC -Project Fund-Toll2 17325FADO Corporate Citibank N.A 06/12/2020 06/06/2017 260,000.00 260,000.00 --- 261,240.20 1,240.20 1.810 1.655 A 256350005 LC -Project Fund-Toll2 87019RXG6 CP Swedbank AB 10/16/2017 09/26/2017 750,000.00 749,500.00 -- 749,647.50 22.50 0.000 1.061 AAA 256350005 LC -Project Fund-Toll2 4497WOXA1 CP ING(U.S.) Funding LLC 10/10/2017 09/25/2017 750,000.00 749,675.00 --- 749,797.50 22.50 0.000 0.974 AAA 256350005 LC -Project Fund-Toll2 5006EOX50 CP The Korea Development Bank 10/05/2017 07/07/2017 600,000.00 598,080.00 -- 599,940.00 25.33 0.000 0.721 AAA 256350005 LC -Project Fund -Toll 2 00280NXH8 CP Abbey National Treasury Services PLC _ 10/17/2017 09/26/2017 700,000.00 _ 699,501.83 --- 699,650.00 29.56 0.000 1.062 AAA 256350005 LC -Project Fund-Toll2 619797X44 CP Motiva Enterprises LLC 10/04/2017 09/06/2017 750,000.00 749,125.00 -- 749,947.50 41.25 0.000 0.631 AA 256350005 LC -Project Fund -Toll 2 43357LXA5 CP Hitachi Capital America Corp. 10/10/2017 09/08/2017 750,000.00 _ 748,980.00 --- 749,797.50 84.38 0.000 0.974 AA 256350005 LC -Project Fund-Toll2 23336GXA4 CP DTE Electric Company 10/10/2017 09/15/2017 750,000.00 749,343.75 -- 749,797.50 33.75 0.000 0.974 AAA 256350005 LC -Project Fund-Toll2 06366GX46 CP Bank of Montreal 10/04/2017 09/15/2017 750,000.00 749,521.04 --- 749,947.50 23.13 0.000 0.631 AAA 256350005 LC -Project Fund-Toll2 78355AXP4 CP Ryder System, Inc. 10/23/2017 09/18/2017 750,000.00 749,022.50 -- 749,467.50 100.00 0.000 1.115 AA 256350005 LC -Project Fund -Toll 2 927807X132 CP Virginia Electric and Power Company 10/11/2017 09/22/2017 750,000.00 749,563.34 --- 749,775.00 47.91 0.000 0.984 AAA 256350005 LC -Project Fund-Toll2 34108AYF8 CP Florida Power &Light Company 11/15/2017 09/26/2017 750,000.00 748,593.75 -- 748,837.50 103.13 0.000 1.218 AAA 256350005 LC -Project Fund -Toll 2 26055AXP6 CP The Dow Chemical Company 10/23/2017 09/29/2017 700,000.00 699,412.00 --- 699,503.00 42.00 0.000 1.115 AA 205091001 LC-2013 A Capitalized Interest 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 09/30/2017 09/25/2017 0.00 36,680.92 -- 36,680.92 0.00 0.000 0.000 NA 256350022 LC -Sr Lien Ob Fund-1 Interest 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 09/30/2017 09/29/2017 0.00 24,812.70 --- 24,812.70 0.00 0.000 0.000 NA 256350005 LC -Project Fund-Toll2 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 09/30/2017 09/29/2017 0.00 108,659.98 -- 108,659.98 0.00 0.000 0.000 NA 256350023 LC -Sr Lien Reserve Fund-1 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 09/30/2017 --- 0.00 132,235.57 --- 132,235.57 0.00 _0.000 0.000 NA 205091001 LC-2013 A Capitalized Interest 64966H4E7 Muni New York, City of 10/O1/2017 07/12/2013 1,170,000.00 1,238,222.70 -- 1,170,128.70 128.70 3.140 1.142 AA 256350005 LC -Project Fund-Toll2 955116AZI Muni West Palm Beach, City of _ 10/O1/2017 06/09/2016 230,000.00 229,857.40 --- 230,000.00 0.00 1.100 1.094 AA 256350023 LC -Sr Lien Reserve Fund -I 9I2828SA9 TIPS Treasury, United States Department of O1/15/2022 -- 448,843.25 451,145.90 -- 450,248.13 (813.80) 0.125 0.052 AAA 256350005 LC -Project Fund-Toll2 912828K33 TIPS Treasury, United States Department of 04/15/2020 06/02/2016 993,044.50 1,005,463.36 --- 997,920.35 (3,277.33) 0.125 -0.068 AAA 256350023 LC -Sr Lien Reserve Fund -I 9I2828V49 TIPS Treasury, United States Department of O1/15/2027 -- 283,746.40 282,403.55 -- 280,327.26 (2,129.05) 0.375 0.507 AAA 256350023 LC -Sr Lien Reserve Fund-1 912828B58 US Gov Treasury, United States Department of O1/31/2021 --- 1,640,000.00 1,677,556.65 --- 1,662,812.40 (1,442.46) 2.125 1.694 AAA 256350023 LC -Sr Lien Reserve Fund -I 9I2828G38 US Gov Treasury, United States Department of 11/15/2024 04/18/2017 1,350,000.00 1,369,037.11 -- 1,356,642.00 (11,352.91) 2.250 2.175 AAA 256350023 LC -Sr Lien Reserve Fund-1 912828L57 US Gov Treasury, United States Department of 09/30/2022 --- 1,400,000.00 1,386,564.45 --- 1,387,092.00 (286.47) 1.750 1.944 AAA 30 Page 3 of 36 PrRIVERSIDE COUNTY TRANSPORTATION COMMISSION 91 CIP STAMP Portfolio by Investment Category for quarter ended September 30, 2017 Source Account 256350023 Account LC -Sr Lien Reserve Fund-1 Identifier 9I2828L99 Secun ype Category US Gov Issuer Treasury, United States Department of ma Maturity Trade Date Current Face Value 1,250,000.00 'e: al Original Cost Date 1,239,802.73 --- Base Market Value 1,239,650.00 Base Net Total Unrealized Coupon 1.375 Summarized Yield Credit Rating 10/31/2020 --- 1.651 AAA 205091001 LC-2013 A Capitalized Interest 912828PF1 US Gov Treasury, United States Department of 10/31/2017 --- 1,475,000.00 1,479,622.07 --- 1,475,944.00 (30.15) 1.875 1.130 AAA 205091001 LC-2013 A Capitalized Interest 9I2828UA6 US Gov Treasury, United States Department of 11/30/2017 07/05/2013 1,750,000.00 1,700,507.81 --- 1,748,652.50 544.49 0.625 1.078 AAA 205091001 LC-2013 A Capitalized Interest 912828UZI US Gov Treasury, United States Department of 04/30/2018 06/03/2015 2,100,000.00 2,075,554.69 --- 2,092,293.00 (2,756.65) 0.625 1.254 AAA 205091001 LC-2013 A Capitalized Interest 9I2828J84 US Gov Treasury, United States Department of 03/31/2020 06/03/2015 2,000,000.00 1,973,390.62 -- 1,990,700.00 4,757.66 1.375 1.565 AAA 205091001 LC-2013 A Capitalized Interest 912828M23 US Gov Treasury, United States Department of 10/31/2017 12/28/2015 800,000.00 798,262.41 --- 800,104.00 179.23 1.221 1.096 AAA 256350022 LC -Sr Lien Ob Fund -I Interest 912828PF1 US Gov Treasury, United States Department of 10/31/2017 -- 200,000.00 200,201.17 -- 200,128.00 1.04 1.875 1.130 AAA 256350022 LC -Sr Lien Ob Fund-1 Interest 912828UA6 US Gov Treasury, United States Department of 11/30/2017 07/05/2013 _200,000.00 194,343.75 --- 199,846.00 62.23 0.625_ 1.078 AAA 256350022 LC -Sr Lien Ob Fund -I Interest 912828UZI US Gov Treasury, United States Department of 04/30/2018 07/14/2015 200,000.00 198,187.50 -- 199,266.00 (352.89) 0.625 1.254 AAA 256350022 LC -Sr Lien Ob Fund-1 Interest 912828J84 US Gov Treasury, United States Department of 03/31/2020 06/17/2015 200,000.00 197,023.44 --- 199,070.00 653.01 1.375 1.565 AAA 256350023 LC -Sr Lien Reserve Fund -I 912828VA5 US Gov Treasury, United States Department of 04/30/2020 02/28/2017 160,000.00 158,131.25 -- 158,232.00 (238.24) 1.125 1.562 AAA 256350023 LC -Sr Lien Reserve Fund-1 912828VV9 US Gov Treasury, United States Department of 08/31/2020 --- 585,000.00 597,363.67 --- 593,388.90 (1,245.84) 2.125 1.620 AAA 256350023 LC -Sr Lien Reserve Fund -I 912828XB1 US Gov Treasury, United States Department of 05/15/2025 05/24/2016 1,200,000.00 1,228,546.88 -- 1,192,224.00 (32,320.97) 2.125 2.218 AAA 256350005 LC -Project Fund -Toll 2 912828QQ6 US Gov Treasury, United States Department of 05/31/2018 04/18/2017 3,235,000.00 3,281,250.39 --- 3,257,871.45 (4,859.89) 2.375 1.309 AAA 256350005 LC -Project Fund-Toll2 9I2828UA6 US Gov Treasury, United States Department of 11/30/2017 -- 3,465,000.00 3,454,861.14 -- 3,462,331.95 (1,699.54) 0.625 1.078 AAA 256350005 LC -Project Fund -Toll 2 912828UR9 US Gov Treasury, United States Department of _ 02/28/2018 --- 2,750,000.00 2,747,428.71 --- 2,744,857.50 (4,452.46) 0.750_ 1.197 AAA 256350005 LC -Project Fund-Toll2 912828VIC3 US Gov Treasury, United States Department of 06/30/2018 -- 2,475,000.00 2,500,920.91 -- 2,476,460.25 (7,244.65) 1.375 1.295 AAA 256350005 LC -Project Fund -Toll 2 912828F54 US Gov Treasury, United States Department of 10/15/2017 09/26/2017 1,000,000.00 999,921.88 --- 999,940.00 0.76 0.875 1.008 AAA 71,317,215.72 71,911,030.07 71,694,460.74 (60,743.63) 31 Page 4 of 36 PIRIVERSIDE COUNTY TRANSPORTATION COMMISSION 91 CIP STAMP Portfolio by Account for quarter ended September 30, 2017 ATTACHMENT 3 Source Security Type Account Account Identifier Cato -Air 205091001 LC-2013 A Capitalized Interest 313385NZ5 Agency 205091001 LC-2013 A Capitalized Interest 313385NS1 Agency FHLBanks Office of Finance FHLBancs Office of Finance 205091001 LC-2013 A Capitalized Interest 313385MO6 Agency FHLBanks Office of Finance 205091001 LC-2013 A Capitalized Interest 313385NQ5 Agency FHLBanks Office of Finance 205091001 LC-2013 A Capitalized Interest 313385PE0 Agency FHLBanks Office of Finance 11,082017 11/01/2017 10/06/2017 10/30/2017 11/13/2017 Current Face Next Call Base Net Total Summarized Trade Date Value Original Cost Date Base Market Value Unrealized Gain/Loss Cou on Yield Credit Rating 09/15/2017 09/29/2017 O8/29/2017 09/20/2017 700,000.00 150,000.00 1,200,000.00 150,000.00 698,918.50 149,862.50 1,198,821.67 149,832.63 09/15/2017 700,000.00 698,812.63 699,279.00 149,875.50 1,199,868.00 149,884.50 699,181.00 40.23 4.67 36.40 8.97 46.57 0.000 0.000 0.000 0.000 0.000 0.941 0.919 0.574 0.907 0.950 AAA AAA AAA AAA AAA 205091001 LC-2013 A Capitalized Interest 31392HWL3 Agency CMO Federal National Mortgage Association 02/25/2018 07/12/2013 2,208.59 2,331.44 2,213.16 (4.26) 5.000 1.942 AAA 205091001 LC-2013 A Capitalized Interest 31392F6C6 Agency CMO Federal National Mortgage Association 12/25/2017 07/09/2013 4,678.33 4,962.69 4,682.12 (7.58) 5.000 0.872 AAA 205091001 LC-2013 A Capitalized Interest 31393EXC8 Agency CMO Federal National Mortgage Association 09/25/2018 07/24/2013 44,854.98 47,420.12 45,071.18 (242.19) 4.500 2.454 AAA 205091001 LC-2013 A Capitalized Interest 31392FPP6 Agency CMO Federal National Mortgage Association 11/25/2017 07/15/2013 957.46 1,014.01 956.48 (0.98) 5.000 1.804 AAA 205091001 LC-2013 A Capitalized Interest 31393 V2T7 Agency CMO Federal Home Loan Mortgage Corp 06/15/2018 07/08/2013 81,458.38 86,154.96 81,801.32 (352.66) 4.500 2.468 AAA 205091001 LC-2013 A Capitalized Interest 3128MBTH0 Agency MBS Federal Home Loan Mortgage Corp 03/01/2019 07/26/2013 17,915.51 18,990.44 18,366.62 223.47 5.000 -1.829 AAA 205091001 LC-2013 A Capitalized Interest 31402RBG3 Agency MBS Federal National Mortgage Association 09/01/2019 21,208.44 22,746.99 21,676.51 (188.03) 6.000 2.262 AAA 205091001 LC-2013 A Capitalized Interest 31402OT68 Agency MBS Federal National Mortgage Association 10/01/2019 07/11/2013 43,250.50 46,724.06 44,296.30 (359.56) 6.000 2.140 AAA 205091001 LC-2013 A Capitalized Interest 31410GSQ7 Agency MBS Federal National Mortgage Association 12/01/2017 07/05/2013 535.28 574.75 535.40 (1.56) 6.000 2.267 AAA 205091001 LC-2013 A Capitalized Interest 3128H4NR6 Agency MBS Federal Home Loan Mortgage Corp 05/01/2018 07/16/2013 7,726.89 8,185.67 7,921.45 133.45 5.000 -5.915 AAA 205091001 LC-2013 A Capitalized Interest 3128PHVS7 Agency MBS Federal Home Loan Mortgage Corp 11/01/2019 07/16/2013 3,725.83 3,926.09 3,819.65 57.88 5.000 -4.470 AAA 205091001 LC-2013 A Capitalized Interest 36200AFG9 Agency MBS Government National Mortgage Association 11/15/2017 07/09/2013 367.57 391.69 367.79 0.22 5.500 2.295 AAA 205091001 LC-2013 A Capitalized Interest 31401MWC1 Agency MBS Federal National Mortgage Association 06/01/2018 07/12/2013 112,579.44 120,037.82 115,134.99 1,502.96 4.500 -2.811 AAA 205091001 LC-2013 A Capitalized Interest 3132FEAK7 Agency MBS Federal Home Loan Mortgage Corp 12/01/2017 07/03/2013 4,411.39 4,674.69 4,522.46 98.37 5.000-24.627 AAA 205091001 LC-2013 A Capitalized Interest 36290WH47 Agency MBS Government National Mortgage Association 09/15/2018 07/18/2013 174,422.26 185,323.65 176,370.56 (410.61) 4.500 1.219 AAA 205091001 LC-2013 A Capitalized Interest 9AMMF0562 MM Fund U.S. Bank Money Market Account Fund 09/30/2017 09/25/2017 0.00 36,680.92 -- 36,680.92 0.000 0.000 NA 205091001 LC-2013 A Capitalized Interest 64966H4E7 Muni New York, City of 10/01/2017 07/12/2013 1,170,000.00 1,238,222.70 1,170,128.70 128.70 3.140 1.142 AA 205091001 LC-2013 A Capitalized Interest 912828PF1 US Gov Treasury, United States Department of 10/31/2017 - 1,475,000.00 1,479,622.07 -- 1,475,944.00 (30.15) 1.875 1.130 AAA 205091001 LC-2013 A Capitalized Interest 912828UA6 US Gov Treasury, United States Department of 11/30/2017 07/05/2013 1,750,000.00 1,700,507.81 1,748,652.50 544.49 0.625 1.078 AAA 205091001 LC-2013 A Capitalized Interest 912828UZ1 US Gov Treasury, United States Department of 04/30/2018 06/03/2015 2,100,000.00 2,075,554.69 -- 2,092,293.00 (2,756.65) 0.625 1.254 AAA 205091001 LC-2013 A Capitalized Interest 912828/84 US Gov Treasury, United States Department of 03/31/2020 06/03/2015 2,000,000.00 1,973,390.62 1,990,700.00 4,757.66 1.375 1.565 AAA 205091001 LC-2013 A Capitalized Interest 912828M23 US Gov Treasury, United States Department of 10/31/2017 12/28/2015 800,000.00 798,262.41 -- 800,104.00 179.23 1.221 1.096 AAA 12,740,327.10 256350005 LC -Project Fund-Toll2 313313NU8 Agency 256350005 LC -Project Fund-Toll2 Farm Credit Banks Consolidated Systemwide Bonds and Discount Notes 313397MW8 Agency Federal Home Loan Mortgage Corp 11/03/2017 09/29/2017 450,000.00 449,553.75 10/12/2017 09/29/2017 650,000.00 649,764.81 449,599.50 649,824.50 20.26 0.000 0.929 AAA 23.51 0.000 0.758 AAA 256350005 LC -Project Fund-Toll2 3137A85H7 Agency CMO Federal Home Loan Mortgage Corp 12/15/2039 07/13/2015 88,732.63 92,503.76 91,522.38 (437.62) 3.500 2.171 AAA 256350005 LC -Project Fund-Toll2 3137A1LC5 Agency CMO Federal Home Loan Mortgage Corp 08/15/2020 08/31/2015 38,357.99 38,969.32 38,414.76 (261.50) 2.000 1.766 AAA 256350005 LC -Project Fund-Toll2 025821GG9 Asset Backed American Express Credit Account Master Trust 10/15/2018 02/26/2016 300,000.00 300,468.75 301,170.00 31.15 1.654 1.285 AAA 256350005 LC -Project Fund-To112 161571GQ1 Asset Backed Chase Issuance Trust 11/15/2017 10/28/2015 120,000.00 120,510.94 120,008.40 (22.61) 1.380 1.329 AAA 256350005 LC -Project Fund-Toll2 43814KAC5 Asset Backed Honda Auto Receivables 2015-1 Owner Trust 10/15/2018 06/02/2016 118,362.29 118,380.79 118,291.28 (75.54) 1.050 1.352 AAA 256350005 LC -Project Fund-To112 36159LCR5 Asset Backed GE Dealer Floorplan Master Not O1/22/2018 06/07/2016 110,000.00 109,759.38 110,118.80 36.33 1.736 1.423 AAA 256350005 LC -Project Fund-Toll2 55315GAC2 Asset Backed MMAF Equipment Finance LLC 2015-A 10/16/2019 132,336.54 131,905.24 132,194.94 (49.89) 1.390 1.671 AAA 256350005 LC -Project Fund-To112 05581QAD0 Asset Backed BMW Vehicle Lease Trust 2015-2 02/20/2019 06/05/2017 43,458.88 43,465.67 43,460.62 (2.27) 1.400 1.379 AAA 256350005 LC -Project Fund-Toll2 58768FAB2 Asset Backed Mercedes-Benz Auto Lease Trust 2016-A 07/16/2018 06/05/2017 126,037.99 126,042.92 126,031.69 (8.40) 1.340 1.365 AAA 256350005 LC -Project Fund-To112 55315FAB6 Asset Backed Mmaf Equipment Finance Lk 2016-A 12/17/2018 05/03/2016 144,279.77 144,278.11 144,250.91 (28.49) 1.390 1.467 AAA 256350005 LC -Project Fund-Toll2 16157111133 Asset Backed Chase Issuance Trust 05/15/2019 06/07/2016 500,000.00 500,878.91 502,595R0 503.29 1.644 1.327 AAA 256350005 LC -Project Fund-To112 65478QAD0 Asset Backed Nissan Auto Lease Trust 2016-A 03/15/2019 05/17/2016 155,000.00 154,992.99 154,981.40 (16.50) 1.490 1.516 AAA 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-To112 05582XAD4 Asset Backed Bmw Vehicle Lease Trust 2016-2 58768MAD3 Asset Backed Mercedes-Benz Auto Lease Trust 2016-6 09/20/2019 10/04/2016 545,000.00 544,927.95 06/15/2022 10/18/2016 190,000.00 189,983.00 543,332.30 (1,632.57) 1.430 1.769 AAA 189,371.10 (619.06) 1.520 1.793 AAA 256350005 LC -Project Fund-Toll2 86563YHT3 CD Sumitomo Mitsui Banking Corporation 10/17/2017 09/06/2017 700,000.00 700,130.72 700,070.00 18.99 1.420 1.192 AAA 256350005 LC -Project Fund-To112 17305TRV6 CD Citibank, N.A. 10/04/2017 09/14/2017 625,000.00 625,040.57 625,000.00 (6.09) 1.320 1.316 AAA 256350005 LC -Project Fund-Toll2 06538NFU6 CD The Bank of Tokyo -Mitsubishi UFJ, Ltd. 10/13/2017 09/14/2017 700,000.00 700,118.99 700,091.00 41.76 1.540 1.162 AAA 256350005 LC -Project Fund-To112 89113XFD1 CD The Toronto -Dominion Bank 10/16/2017 09/15/2017 750,000.00 750,000.00 750,000.00 1.180 1.179 AAA 256350005 LC -Project Fund-Toll2 83369YTU0 CD Societe Generale 10/31/2017 09/18/2017 750,000.00 750,029.52 750,075.00 53.91 1.310 1.192 AAA 256350005 LC -Project Fund-Toll2 22534HQ38 CD Credit Agricole Corporate and Investment Banc 10/18/2017 09/18/2017 500,000.00 500,000.00 500,000.00 1.170 1.170 AAA 256350005 LC -Project Fund-Toll2 65602UWN4 CD The Norinchukin Bank 11/01/2017 09/29/2017 750,000.00 750,000.00 750,000.00 1.200 1.200 AAA 256350005 LC -Project Fund-Toll2 05582WG99 CD BNP Paribas 11/01/2017 09/28/2017 750,000.00 750,000.00 750,000.00 1.150 1.150 AAA 256350005 LC -Project Fund-Toll2 62888YAA0 CMO NCUA Guaranteed Notes Trust 2011-RI O1/08/2020 07/14/2015 146,915.71 147,627.34 147,350.59 74.70 1.681 0.500 AAA 256350005 LC -Project Fund-To112 48121CYK6 Corporate 11Morgan Chase Bank, N.A. 10/01/2017 03/09/2016 250,000.00 265,022.50 250,000.00 6.000 5.827 A 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-To112 202795HU7 Corporate Commonwealth Edison Company 26442CAD6 Corporate Duke Energy Carolinas, LLC 03/15/2018 08/05/2016 255,000.00 273,819.00 04/15/2018 06/11/2015 116,000.00 127,422.52 259,824.60 (579.79) 5.800 1.662 A 117,989.40 (220.76) 5.100 1.917 AA 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-To112 209111ET6 Corporate Consolidated Edison Company of New York, Inc. 89837LAA3 Corporate The Trustees of Princeton University 04/01/2018 06/22/2015 220,000.00 245,828.00 03/01/2019 255,000.00 281,113.75 224,749.80 1.53 5.850 1.546 A 266,255.70 (201.40) 4.950 1.792 AAA 256350005 LC -Project Fund-Toll2 31677QAV1 Corporate Fifth Third Bank 02/28/2018 06/08/2016 400,000.00 400,544.00 01/28/2018 399,812.00 (297.66) 1.450 1.562 A 256350005 LC -Project Fund-To112 55279HAA8 Corporate Manufacturers and Traders Trust Company 03/07/2018 06/06/2016 400,000.00 400,012.00 02/05/2018 399,928.00 (74.77) 1.450 1.490 A 256350005 LC -Project Fund-Toll2 05531FAP8 Corporate BB&T Corporation 06/15/2018 --- 380,000.00 381,823.60 05/15/2018 381,789.80 1,207.02 2.180 1.456 A 256350005 LC -Project Fund-To112 89352HAP4 Corporate TransCanada PipeLines Limited O1/12/2018 02/03/2016 150,000.00 146,716.50 150,277.50 758.58 2.094 1.493 A 256350005 LC -Project Fund-Toll2 74256LAT6 Corporate Principal Life Global Funding II 12/01/2017 08/22/2016 360,000.00 361,533.60 360,262.80 60.75 1.816 1.396 A 256350005 LC -Project Fund-To112 865622CB8 Corporate Sumitomo Mitsui Banking Corporation O1/18/2019 01/13/2016 250,000.00 250,000.00 252,365.00 2,365.00 2.244 1.551 A 256350005 LC -Project Fund-Toll2 89114Q6F4 Corporate The Toronto -Dominion Bank O1/22/2019 525,000.00 528,126.80 529,609.50 3,050.99 2.153 1.511 AA 256350005 LC -Project Fund-To112 94988/569 Corporate Wells Fargo Bank, National Association O1/22/2018 500,000.00 501,314.25 501,045.00 788.37 2.053 1.435 AA 256350005 LC -Project Fund-Toll2 037833BR0 Corporate Apple Inc. 02/22/2019 450,000.00 454,432.50 454,900.50 2,621.57 2.134 1.386 AA 256350005 LC -Project Fund-To112 9498815E3 Corporate Wells Fargo Bank, National Association 05/24/2019 08/03/2016 255,000.00 255,731.85 256,966.05 1,537.67 1.917 1.471 AA 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-To112 17325FAD0 Corporate Citibank N.A 87019RXG6 CP Swedbank AB 06/12/2020 06/06/2017 260,000.00 260,000.00 10/16/2017 09/26/2017 750,000.00 749,500.00 261,240.20 1,240.20 1.810 1.655 A 749,647.50 22.50 0.000 1.061 AAA 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-To112 4497WOXA1 CP ING (U.S.) Funding LLC 5006E0X50 CP The Korea Development Back 10/10/2017 09/25/2017 750,000.00 749,675.00 10/05/2017 07/07/2017 600,000.00 598,080.00 749,797.50 599,940.00 22.50 0.000 0.974 AAA 25.33 0.000 0.721 AAA 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-To112 002801VMM CP Abbey National Treasury Services PLC 61979/2(44 CP Motiva Enterprises LLC 10/17/2017 09/26/2017 700,000.00 699,501.83 10/04/2017 09/06/2017 750,000.00 749,125.00 699,650.00 749,947.50 29.56 0.000 1.062 AAA 41.25 0.000 0.631 AA 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-To112 43357LXA5 CP Hitachi Capital America Corp. 23336GXA4 CP DTE Electric Company 10/10/2017 09/08/2017 750,000.00 748,980.00 10/10/2017 09/15/2017 750,000.00 749,343.75 749,797.50 749,797.50 84.38 0.000 0.974 AA 33.75 0.000 0.974 AAA 256350005 LC -Project Fund-Toll2 06366GX46 CP Bank of Montreal 10/04/2017 09/15/2017 750,000.00 749,521.04 749,947.50 23.13 0.000 0.631 AAA 256350005 LC -Project Fund-To112 78355AXP4 CP Ryder System, Inc. 10/23/2017 09/18/2017 750,000.00 749,022.50 749,467.50 100.00 0.000 1.115 AA 256350005 LC -Project Fund-Toll2 927801)(62 CP Virginia Electric and Power Company 10/11/2017 09/22/2017 750,000.00 749,563.34 749,775R0 47.91 0.000 0.984 AAA 256350005 LC -Project Fund-To112 34108AYF8 CP Florida Power & Light Company 11/15/2017 09/26/2017 750,000.00 748,593.75 748,837.50 103.13 0.000 1.218 AAA 32 Page 5 of 36 PIRIVERSIDE COUNTY TRANSPORTATION COMMISSION 91 CIP STAMP Portfolio by Account for quarter ended September 30, 2017 256350005 LC -Project Fund-Toll2 26055AXP6 CP The Dow Chemical Compan 256350005 LC -Project Fund-Toll2 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 256350005 LC -Project Fund-Toll2 955116AZ1 Muni West Palm Beach, City o 256350005 LC -Project Fund-To112 912828K33 TIPS Treasury, United States Department of 256350005 LC -Project Fund-Toll2 912828OQ6 US Gov Treasury, United States Department of 10/23/2017 09/30/2017 09/29/2017 10/01/2017 06/09/2016 230,000.00 04/15/2020 06/02/2016 993,044.50 1,005,463.36 05/31/2018 04/18/2017 3,235,000.00 3,281,250.39 11/30/2017 256350005 LC -Project Fund-To112 912828UA6 US Gov Treasury, United States Department of 09/29/2017 700,000.00 0.00 699,412.00 108,659.98 229,857.40 3,465,000.00 3,454,861.14 699,503.00 108,659.98 230,000.00 997,920.35 42.00 0.000 1.115 0.000 0.000 1.100 1.094 (3,277.33) 0.125 -0.068 AA NA AA AAA 3,257,871.45 (4,859.89) 2.375 1.309 AAA 3,462,331.95 (1,699.54) 0.625 1.078 AAA 256350005 LC -Project Fund-Toll2 912828UR9 US Gov Treasury, United States Department of 02/28/2018 --- 2,750,000.00 2,747,428.71 2,744,857.50 (4,452.46) 0.750 1.197 AAA 256350005 LC -Project Fund-To112 912828VK3 US Gov Treasury, United States Department of 06/30/2018 2,475,000.00 2,500,920.91 2,476,460.25 (7,244.65) 1.375 1.295 AAA 256350005 LC -Project Fund-Toll2 912828F54 US Gov Treasury, United States Department of 0/15/2017 09/26/2017 1,000,000.00 999,921.88 999,940.00 0.76 0.875 1.008 AAA 37,478,919.49 256350022 LC -Sr Lien Ob Fmd-1 Interest 313385NZ5 Agency FHLBanks Office of Finance 11/08/2017 09/15/2017 200,000.00 199,691.00 -- 199,794.00 11.49 0.000 0.941 AAA 256350022 LC -Sr Lien Ob Fmd-1 Interest 313385NS1 Agency FHLBanks Office of Finance 11/01/2017 09/29/2017 225,000.00 224,793.75 --- 224,813.25 7.01 0.000 0.919 AAA 256350022 LC -Sr Lien Ob Fmd-1 Interest 313385MO6 Agency FHLBanks Office of Finance 10/06/2017 08/29/2017 365,000.00 364,641.59 -- 364,959.85 11.07 0.000 0.574 AAA 256350022 LC -Sr Lien Ob Fmd-1 Interest 313385MV5 Agency FHLBanks Office of Finance 10/11/2017 08/29/2017 300,000.00 299,651.50 --- 299,925.00 10.04 0.000 0.761 AAA 256350022 LC -Sr Lien Ob Fmd-1 Interest 313313NO7 Agency Farm Credit Banks Consolidated Systemwide Bonds and Discount Notes 10/30/2017 09/20/2017 200,000.00 199,776.83 -- 199,846.00 11.97 0.000 0.907 AAA 256350022 LC -Sr Lien Ob Fmd-1 Interest 313385NQ5 Agency FHLBanks Office of Finance 10/30/2017 09/20/2017 200,000.00 199,776.83 --- 199,846.00 11.97 0.000 0.907 AAA 256350022 LC -Sr Lien Ob Fmd-1 Interest 313385PE0 Agency FHLBanks Office of Finance 11/13/2017 09/15/2017 200,000.00 199,660.75 -- 199,766.00 13.31 0.000 0.950 AAA 256350022 LC -Sr Lien Ob Fmd-1 Interest 313385NU6 Agency FHLBanks Office of Finance 11/03/2017 09/20/2017 200,000.00 199,753.94 --- 199,822.00 10.86 0.000 0.929 AAA 256350022 LC -Sr Lien Ob Fmd-1 Interest 31393EXC8 Agency CMO Federal National Mortgage Association 09/25/2018 07/24/2013 4,983.89 5,268.90 -- 5,007.91 (26.91) 4.500 2.454 AAA 256350022 LC -Sr Lien Ob Fmd-1 Interest 3137ASNH3 Agency CMO Federal Home Loan Mortgage Corp 09/25/2021 08/15/2013 242,593.48 236,225.40 --- 240,623.62 1,161.06 1.459 1.865 AAA 256350022 LC -Sr Lien Ob Fmd-1 Interest 31393V2T7 Agency CMO Federal Home Loan Mortgage Corp 06/15/2018 07/08/2013 24,740.99 26,167.46 -- 24,845.15 (107.11) 4.500 2.468 AAA 256350022 LC -Sr Lien Ob Fmd-1 Interest 31402RBG3 Agency MBS Federal National Mortgage Association 09/01/2019 6,201.56 6,652.09 --- 6,338.43 (55.17) 6.000 2.262 AAA 256350022 LC -Sr Lien Ob Fmd-1 Interest 48121CYK6 Corporate IPMorgan Chase Bank, N.A. 10/01/2017 07/03/2013 300,000.00 341,424.00 -- 300,000.00 - 6.000 5.827 A 256350022 LC -Sr Lien Ob Fmd-1 Interest 05565QCC0 Corporate BP Capital Markets P.L.0 /06/2017 07/03/2013 300,000.00 292,194.00 299,958.00 141.32 1.375 1.503 A 256350022 LC -Sr Lien Ob Fmd-1 Interest 9A3,41Y1F05B2 MM Fmd U.S. Bank Money Market Amami t Fund 09/30/2017 09/29/2017 0.00 24,812.70 24,812.70 0.000 0.000 NA 256350022 LC -Sr Lien Ob Fmd-1 Interest 912828PF1 US Gov Treasury, United States Department of 0/31/2017 200,000.00 200,201.17 200,128.00 1.04 1.875 1.130 AAA 256350022 LC -Sr Lien Ob Fmd-1 Interest 912828UA6 US Gov Treasury, United States Department of /30/2017 07/05/2013 200,000.00 194,343.75 199,846.00 62.23 0.625 1.078 AAA 256350022 LC -Sr Lien Ob Fmd-1 Interest 912828UZ1 US Gov Treasury, United States Department of 04/30/2018 07/14/2015 200,000.00 198,187.50 199,266.00 (352.89) 0.625 1.254 AAA 256350022 LC -Sr Lien Ob Fmd-1 Interest 912828184 US Gov Treasury, United States Department of 03/31/2020 06/17/2015 200,000.00 197,023.44 199,070.00 653.01 1.375 1.565 AAA 3,588,667.90 256350023 LC -Sr Lien Reserve Fund 3135GOD75 Agency Federal National Mort gage Association 06/22/2020 05/06/2015 600,000.00 593,490.00 598,320.00 1,852.35 1.500 1.605 AAA 256350023 LC -Sr Lien Reserve Fund-1 3137EADB2 Agency Federal Home Loan Mortgage Corp 0l/13/2022 950,000.00 942,921.50 -- 966,853.00 17,205.16 2.375 1.942 AAA 256350023 LC -Sr Lien Reserve Fund-1 3137EADR7 Agency Federal Home Loan Mortgage Corp 05/01/2020 05/15/2015 475,000.00 471,527.75 --- 472,406.50 (749.86) 1.375 1.591 AAA 256350023 LC -Sr Lien Reserve Fund-1 3136A72D3 Agency CMO Federal National Mortgage Association 04R5/2022 07/03R013 363,443.25 345,271.09 -- 366,863.25 13,849.94 2.482 2.218 AAA 256350023 LC -Sr Lien Reserve Fund-1 3137AJMF8 Agency CM() Federal Home Loan Mortgage Corp 10/25/2021 08/05/2015 30,000.00 31,038.28 --- 30,869.10 208.18 2.968 2.138 AAA 256350023 LC -Sr Lien Reserve Fund-1 3137ASNH3 Agency CMO Federal Home Loan Mortgage Cote 09R5/2021 07/03R013 242,593.48 237,068.79 -- 240,623.62 714.02 1.459 1.865 AAA 256350023 LC -Sr Lien Reserve Fund-1 3137ATRW4 Agency CMO Federal Home Loan Mortgage Corp 05/25/2022 12/21/2016 125,000.00 124,804.69 --- 125,901.25 1,099.54 2.373 2.178 AAA 256350023 LC -Sr Lien Reserve Fund-1 3137AUPE3 Agency CMO Federal Home Loan Mortgage Cote 06/25/2022 379,000.00 366,344.03 -- 381,069.34 8,757.05 2.396 2.245 AAA 256350023 LC -Sr Lien Reserve Fund-1 31392//83 Agency CM() Federal National Mortgage Association 03/25/2018 07/08/2013 1,778.64 1,876.47 --- 1,783.28 (3.75) 5.000 2.097 AAA 256350023 LC -Sr Lien Reserve Fund-1 31395EZP5 Agency CMO Federal Home Loan Mortgage Cote 08/15/2019 07/09/2013 24,885.78 26,328.38 -- 25,162.26 (105.06) 4.500 2.461 AAA 256350023 LC -Sr Lien Reserve Fund-1 38376GB33 Agency CMO The Government National Mortgage Association Guaranteed REMIC Pas 10/16/2044 01/23/2015 241,196.68 247,580.02 --- 243,521.82 (3,024.66) 3.500 2.004 AAA 256350023 LC -Sr Lien Reserve Fund-1 38376T5Z1 Agency CMO The Government National Mortgage Association Guaranteed REMIC Pass -I 0l/16/2039 01/26/2015 108,650.33 113,512.43 -- 110,995.00 (I 548.87) 3.000 2.238 AAA 256350023 LC -Sr Lien Reserve Fund-1 38376WA62 Agency CMG/ The Government National Mortgage Association Guaranteed REMIC Pas 10/20/2039 01/21/2015 61,619.37 64,693.50 --- 65,156.33 46.70 4.000 1.739 AAA 256350023 LC -Sr Lien Reserve Fund-1 383771Z89 Agency CMO The Government National Mortgage Association Guaranteed REM1C Pa -I 10/20/2039 07/05/2013 75,981.58 78,305.54 -- 78,344.60 735.92 3.500 2.005 AAA 256350023 LC -Sr Lien Reserve Fund-1 38377RSZ9 Agency CMO The Government National Mortgage Association Guaranteed REMIC Pass-T 06/16/2039 01/21/2015 24,848.54 26,334.71 --- 25,652.39 (150.47) 4.500 1.499 AAA 256350023 LC -Sr Lien Reserve Fund-1 38377RVK8 Agency CMO The Government National Mortgage Association Guaranteed REM1C Pa -I 04/20/2039 124,104.97 127,605.12 -- 126,569.70 (9.20) 3.000 2.193 AAA 256350023 LC -Sr Lien Reserve Fund-1 38378B7F0 Agency CM() Government National Mortgage Association 12/16/2042 --- 450,000.00 427,324.22 --- 434,403.00 5,481.51 2.273 3.017 AAA 256350023 LC -Sr Lien Reserve Fund-1 38378CRT6 Agency CMO The Government National Mortgage Association Guaranteed REM1C Pa -I l0R0/2040 05/22R014 69,929.12 67,525.30 -- 69,394.86 1,425.48 2.000 2.248 AAA 256350023 LC -Sr Lien Reserve Fund-1 38378TAF7 Agency CM() The Government National Mortgage Association Guaranteed REMIC Pass-T 07/20/2041 07/05/2013 167,419.58 167,444.82 --- 169,329.84 2,040.19 2.500 2.106 AAA 256350023 LC -Sr Lien Reserve Fund-1 38380AZ34 Agency CMO The Government National Mortgage Association Guaranteed REM1C Pa -I 04/20/2046 11/28/2016 166,439.15 171,100.75 -- 169,762.94 (1,013.10) 3.000 2.647 AAA 256350023 LC -Sr Lien Reserve Fund-1 3136A4M48 Agency MBS Federal National Mort gage Association 0l/25/2022 07/05/2013 263,892.55 264,634.75 --- 263,523.10 (475.05) 2.098 2.107 AAA 256350023 LC -Sr Lien Reserve Fund-1 3136A7MN9 Agency MBS Federal National Mortgage Association 05R5/2022 08/29R016 300,000.00 308,578.13 -- 301,050.00 (5,861.39) 2.349 2.244 AAA 256350023 LC -Sr Lien Reserve Fund-1 3136AHAE0 Agency MBS Federal National Mortgage Association 04/25/2023 10/28/2016 198,253.32 202,528.16 --- 199,089.95 (3,396.56) 2.600 2.444 AAA 256350023 LC -Sr Lien Reserve Fund-1 3137BIU75 Agency MBS Federal Home Loan Mortgage Cote 0 5/2023 08/29/2016 380,000.00 394,917.97 -- 383,446.60 (8,655.31) 2.522 2.290 AAA 256350023 LC -Sr Lien Reserve Fund-1 31381PEB0 Agency MBS Federal National Mortgage Association 11/01/2020 09/26/2014 256,890.68 270,497.86 --- 266,012.87 2,393.56 3.370 2.089 AAA 256350023 LC -Sr Lien Reserve Fund-1 31381Q6B7 Agency MBS Federal National Mortgage Association 06/01/2021 07/15/2016 187,892.42 208,384.44 -- 200,582.67 (2,863.95) 4.295 2.258 AAA 256350023 LC -Sr Lien Reserve Fund-1 31381T4E7 Agency MBS Federal National Mortgage Association 03/01/2022 10/25/2016 269,522.42 281,598.30 --- 274,788.89 (4,761.54) 2.670 2.152 AAA 256350023 LC -Sr Lien Reserve Fund-1 31385XBG1 Agency MBS Federal National Mortgage Association 03/01/2018 09/13/2013 11.70 12.46 -- 11.70 (0.03) 6.000 2.226 AAA 256350023 LC -Sr Lien Reserve Fund-1 3138E1PZ5 Agency MBS Federal National Mortgage Association 07/01/2022 08/29/2016 308,858.69 328,053.77 --- 316,209.53 (8,839.77) 2.973 2.279 AAA 256350023 LC -Sr Lien Reserve Fund-1 3138E101I4 Agency MBS Federal National Mortgage Association 03/01/2023 12/21/2016 275,745.71 272,643.57 -- 278,453.53 5,671.94 2.356 2.093 AAA 256350023 LC -Sr Lien Reserve Fund-1 3138L33G8 Agency MBS Federal National Mortgage Association 06/01/2020 11/12/2015 100,000.00 99,875.00 --- 100,171.00 334.03 2.010 1.903 AAA 256350023 LC -Sr Lien Reserve Fund-1 3138L76A9 Agency MBS Federal National Mortgage Association 11/01/2021 10/04/2016 125,000.00 129,511.72 -- 126,635.00 (1,932.91) 2.590 2.211 AAA 256350023 LC -Sr Lien Reserve Fund-1 31417Y1CF3 Agency MBS Federal National Mort gage Association O1/01/2030 07/10/2013 90,718.02 95,707.51 --- 97,664.30 2,046.68 4.500 2.271 AAA 256350023 LC -Sr Lien Reserve Fund-1 36202F2H8 Agency MBS Ginnie Mae11 0l/20/2027 11/14/2016 196,171.41 203,589.14 -- 202,980.52 (447.03) 3.000 1.918 AAA 256350023 LC -Sr Lien Reserve Fund 256350023 LC -Sr Lien Reserve Fund- 38378B6A2 Agency MBS Government National Mortgage Association /16/2052 01/22/2015 124,637.54 120,708.53 38378KRS0 Agency MBS The Government National Mortgage Association Guaranteed REM1C Pass-'[ 07/16/2043 05/08/2015 450,000.00 434,460. 119,700.65 (949.58) 1.826 2.142 AAA 435,663.00 78.93 2.389 3.057 AAA 256350023 LC -Sr Lien Reserve Fund-1 38378KSL4 Agency MBS The Government National Mortgage Association Guaranteed REMIC Pass-'[ 12/16/2046 --- 425,000.00 415,829.11 256350023 LC -Sr Lien Reserve Fund- 38378KWU9 Agency MBS The Government National Mortgage Association Guaranteed REMIC Pass-'[ 11/16/2041 74,966.32 73,205.90 407,944.75 (8,193.68) 2.798 3.396 AAA 71,836.48 (1,508.88) 1.400 3.413 AAA 256350023 LC -Sr Lien Reserve Fund 38378KXW4 Agency MBS The Government National Mortgage Association Guaranteed REMIC Pass-T 02/16/2037 12/11/2014 181,424.20 180,545.43 178,938.69 (1,697.58) 1.705 2.502 AAA 256350023 LC -Sr Lien Reserve Fund- 38378XP62 Agency MBS The Government National Mortgage Association Guaranteed REM1C Pass-'[ 05/16/2055 05/14/2015 343,767.77 348,011.15 338,745.32 (8,852.29) 2.500 2.817 AAA 256350023 LC -Sr Lien Reserve Fund 38379KDN5 Agency MBS Govemment National Mortgage Association 09/16/2055 08/05/2015 173,635.80 169,199.95 167,263.37 (2,483.43) 2.108 3.253 AAA 256350023 LC -Sr Lien Reserve Fund- 9AMMF05B2 MIA Fund U.S. Bank Money Market Account Fund 09/30/2017 0.00 132,235.57 132,235.57 0.000 0.000 NA 256350023 LC -Sr Lien Reserve Fund 912828SA9 TIPS Treasury, United States Department of 0l/15/2022 --- 448,843.25 451,145.90 450,248.13 (813.80) 0.125 0.052 AAA 256350023 LC -Sr Lien Reserve Fund- 912828V49 TIPS Treasury, United States Department of 0l/15/2027 283,746.40 282,403.55 280,327.26 (2,129.05) 0.375 0.507 AAA 256350023 LC -Sr Lien Reserve Fund 256350023 LC -Sr Lien Reserve Fund- 912828658 US Gov 912828G38 US Gov Treasury, United States Department of Treasury, United States Department of 0l/31/2021 --- I640,000.00 I677,556.65 /15/2024 04/18/2017 1,350,000.00 1,369,037.11 1,662,812.40 1,356,642.00 (1,442.46) 2.125 1.694 AAA (11,352.91) 2.250 2.175 AAA 256350023 LC -Sr Lien Reserve Fund 912828L57 US Gov Treasury, United States Department of 09/30/2022 --- 1,400,000.00 1,386,564.45 1,387,092.00 (286.47) 1.750 1.944 AAA 256350023 LC -Sr Lien Reserve Fund- 912828L99 US Gov Treasury, United States Department of 10/31/2020 1,250,000.00 1,239,802.73 1,239,650.00 (1,247.46) 1.375 1.651 AAA 256350023 LC -Sr Lien Reserve Fund-1 912828VA5 US Gov Treasury, United States Department of 04/30/2020 02/28/2017 160,000.00 158,131.25 158,232.00 (238.24) 1.125 1.562 AAA 33 Page 6 of 36 PIRIVERSIDE COUNTY TRANSPORTATION COMMISSION 91 CIP STAMP Portfolio by Account for quarter ended September 30, 2017 Source Security Type Account Account Identifier Catevor Issuer 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 912828VV9 US Gov 912828XB1 US Gov Treasury, United States Department of Treasury, United States Department of Current Face ext Call Base Net Total Summarized Final Maturity Trade Date Value Original Cost Date Base Market Value Unrealized Gain/Loss Cou on Yield Credit Rating 08/31/2020 585,000.00 597,363.67 05/15/2025 05/24/2016 1,200,000.00 1,228,546.88 593,388.90 (1,245.84) 2.125 1.620 1,192,224.00 17,886,546.25 (32,320.97) 2.125 2.218 AAA AAA 34 Page 7 of 36 FrRIVERSIDE COUNTY TRANSPORTATION COMMISSION 91 CIP STAMP Portfolio Transaction Report by Account Quarter ended September 30, 2017 ATTACHMENT 4 Source Beginning Base Base Maturities and Base Base Change In Net Total Realized Amortization/A Net Unrealized Ending Base Ending Accrued • 205091001 LC-2013 A Capitalized Interest 64966H4E7 NEW YORK.NY 1,176,130.80 (4,207.66) (1,794.44) 1,170,128.70 18,369.00 205091001 LC-2013 A Capitalized Interest 912828PFI UNITED STATES TREASURY 1,002,510.00 (2,142.86) 272.86 1,000,640.00 7,846.47 205091001 LC-2013 A Capitalized Interest 912828NW6 UNITED STATES TREASURY 1,201,728.00 (1,200,000.00) (1,858.60) 130.60 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 912828PFI UNITED STATES TREASURY 36290WH47 GN 619551 240,627.35 475,872.07 (63,380.00) (937.49) (596.68) (530.46) 28.61 591.16 475,304.00 176,370.56 3,727.07 654.08 205091001 LC-2013 A Capitalized Interest 31401MWC1 FN 712643 169.555.22 (52.995.371 (566.521 (327.39) (530.96) 115.134.99 422.17 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 31393V2T7 31393EXC8 31402QT68 912828D98 3128MBTH0 FHR 2627E GY FNR 0388E TH FN 735073 UNITED STATES TREASURY FH G13052 124,660.29 67,306.52 55,085.40 1,499,775.00 25,708.78 (1,500,000.00) (40,664.20) (20,793.92) (10,412.30) (7,154.97) (397.51) (261.20) (352.79) (108.06) (200.32) (176.20) (136.05) (116.17) (72.85) (1,596.95) (1,004.02) 112.04 341.17 (6.28) 81,801.32 45,071.18 44,296.30 18,366.62 305.47 168.21 216.25 74.65 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Internet 3128H4NR6 FH E96700 31392F6C6 FNR 0277C CB 31402RBG3 FN 735439 12,690.53 20,299.24 26,153.60 (4,648.56) (15,522.72) (6,693.76) (49.78) (70.95) (208.21) (35.98) (35.58) (34.43) (34.76) 12.15 72.66 7,921.45 4,682.12 19,289.87 32.20 19.49 94.37 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 3132FEAK7 31392FPP6 3128PHVS7 31392HWL3 31410GSQ7 FH Z50010 FNR 0274C PE FH 706025 FNR 033D BC FN 888927 13,649.69 10,022.55 6,587.60 4,866.56 4,283.54 (8,899.42) (9,067.80) (2,698.22) (2,569.57) (3,742.31) (39.87) (32.91) (29.43) (16.46) (13.48) (28.26) (13.98) (13.98) (10.94) (6.96) (154%72) 48.6 (26.32) (56.44) 14.61 4,522.46 956.48 3,819.65 2,213.16 535.40 18.38 3.99 15.52 9.20 2.68 205091001 LC-2013 A Capitalized Interest 36200AFG9 GN 595167 1,906.29 (1,534.94) (7.82) (5.56) 9.82 367.79 1.68 205091001 LC-2013 A Capitalized Interest 31402RBG3 FN 735439 2,016.59 (516.13) (14.49) (2.43) 3.81 1,487.36 7.28 205091001 LC-2013 A Capitalized Interest 31402RBG3 FN 735439 1,219/6 (312.06) (9.40) (1.56) 3.03 899.28 4.40 205091001 LC-2013 A Capitalized Interest 9AMMF05B2 U.S. BANK MONEY MARKET ACCOUNT FUND 30,024.48 3,040,747.21 (3,034,090.77) 36,680.92 205091001 LC-2013 A Capitalized Interest 313385NSI FEDERAL HOME LOAN BANKS 149,862.50 8.33 4.67 149,875.50 205091001 LC-2013 A Capitalized Interest 313385NQ5 FEDERAL HOME LOAN BANKS 149,832.63 42.90 8.97 149,884.50 205091001 LC-2013 A Capitalized Interest 313385MA1 FEDERAL HOME LOAN BANKS 99,921.44 (100,000.00) 78.56 205091001 LC-2013 A Capitalized Interest 912828M23 UNITED STATES TREASURY 800,488.00 230.59 (614.59) 800,104.00 1,660.66 205091001 LC-2013 A Capitalized Interest 3133857S6 FEDERAL HOME LOAN BANKS 399,724.00 (400,000.00) 304.51 (28.51) 205091001 LC-2013 A Capitalized Interest 313385NZ5 FEDERAL HOME LOAN BANKS 698,918.50 320.27 40.23 699,279.00 205091001 LC-2013 A Capitalized Internet 313385PE0 FEDERAL HOME LOAN BANKS 698,812.63 321.80 46.57 699,181.00 205091001 205091001 205091001 205091001 205091001 LC-2013 A Capitalized Interest LC-2013 A Capitalized Interest LC-2013 A Capitalized Interest LC-2013 A Capitalized Interest LC-2013 A Capitalized Interest 912828784 912828784 313385MQ6 912828UZ1 912828UA6 UNITED STATES TREASURY UNITED STATES TREASURY FEDERAL HOME LOAN BANKS UNITED STATES TREASURY UNITED STATES TREASURY 697,403.00 1,295,177.00 1,198,821.67 2,088,849.00 1,746,395.00 12,724,843.29 6,512,788.65 (3,034,090.77) (3,200,000.00) (251,606.24) 478.76 901.60 1,009.93 2,118.78 2,901.05 (3,116.37) (1,837.82) (1,136.76) (2,123.60) 36.40 1,325.22 (643.55) 696,745.00 1,293,955.00 1,199,868.00 2,092,293.00 1,748,652.50 (6,653.64) 12,740,327.10 26.44 49.11 5,492.53 3,675.72 42,897.01 256350005 256350005 256350005 256350005 LC -Project Fund -Toll 2 LC -Project Fund -Toll 2 LC -Project Fund -Toll 2 LC -Project Fund -Toll 2 912828QQ6 912828HA1 202795HU7 48121CYK6 UNITED STATES TREASURY UNITED STATES TREASURY COMMONWEALTH EDISON CO 7PMORGAN CHASE BANK NA 3,266,088.35 262,236.90 252,562.50 2,007,500.00 (2,000,000.00) (10,456.77) (7,500.00) (2,959.09) (2,467.04) 2,239.87 546.79 (95.46) 3,257,871.45 259,824.60 250,000.00 25,820.34 657.33 7,500.00 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 209111ET6 CONSOLIDATED EDISON COMPANY OF NEW YORK INC 912828VK3 UNITED STATES TREASURY 226,921.20 1,951,677.00 (2,369.32) (2,191.29) 197.92 1,664.79 224,749.80 1,951,150.50 6,435.00 6,775.99 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 898377 GG3 TRUSTEES OF PRINCETON UNIVERSITY 26442CAD6 DUKE ENERGY CAROLINAS LLC 184,399.25 119,127.36 (1,320.03) (1,024.87) (354.72) (113.09) 182,724.50 117,989.40 721.88 2,727.93 256350005 LC -Project Fund -Toll 2 63873FU63 Natixis 900,770.47 (900,000.00) (770.47) 256350005 LC -Project Fund -Toll 2 89837LAA3 TRUSTEES OF PRINCETON UNIVERSITY 84,296.80 (682.25) (83.35) 83,531.20 330.00 256350005 LC -Project Fund -Toll 2 22549VMV2 Credit Suisse Group AG 1,200,549.44 (1,200,000.00) (549.44) 256350005 LC -Project Fund -Toll 2 3138ELY64 FNAL4332 183,056.71 (166,413.47) (15,587.85) (2,514.10) (430.70) 1,889.42 256350005 LC -Project Fund -Toll 2 65602UDZ8 The Norinchukin Bank 1,100,427.22 (1,100,000.00) (427.22) 256350005 LC -Project Fund -Toll 2 037833BR0 APPLE INC 303,786.00 (411.91) (107.09) 303,267.00 693.69 256350005 LC -Project Fund-Toll2 3137A85H7 FHA 3820F GJ 99,058.09 (6,914.68) (279.33) (371.19) 29.49 91,522.38 258.80 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 74256LAT6 PRINCIPAL LIFE GLOBAL FUNDING II 89114QBF4 TORONTO-DOMINION BANK 360,597.60 403,724.00 (304.73) (299.96) (30.07) 87.96 360,262.80 403,512.00 544.83 1,650.25 256350005 LC -Project Fund -Toll 2 05531F4P8 BB&T CORP 261,573.00 (236.83) (111.571 261,224.60 251.91 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 025821GG9 AMXCA 132 A 60689DZ48 Mizuho Bank, Ltd. 301,221.00 1,200,213.85 (1,200,000.00) (215.25) (213.85) 164.25 301,170.00 220.59 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 256350(105 LC -Project Fund-To112 83369YBQ8 Societe Generale 9498815B9 WELLS FARGO BANK NA 912828VK3 UNITED STATES TREASURY 250,905.00 130.111.80 1,100,207:50 (1,100,000:00) (207.50) (206.53) (192.101 (175157.0.97)0 250,522.50 131)076.70 983.49 451.73 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 912828VK3 UNITED STATES TREASURY 912828VK3 UNITED STATES TREASURY 130,111.80 130,111.80 (190.24) (189.31) 155.14 154.21 130,076.70 130,076.70 451.73 451.73 256350005 LC -Project Fund -Toll 2 46625HJF8 7PMORGAN CHASE & CO 266,380.65 (265,956.65) 398.75 (154.02) (668.73) 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 912828VK3 UNITED STATES TREASURY 46623EKD0 7PMORGAN CHASE & CO 135,116.10 250,087.50 (250,137.50) (8.56) (140.54) (104.79) 104.09 163.35 135,079.65 469.11 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 256350005 LC-Proiect Fund-Toll2 59217GAY5 METROPOLITAN LIFE GLOBAL FUNDING I 31677QAV1 FIFTH THIRD BANK 161571HB3 CHAIT 161 A 249,935.00 399,448.00 502,690.00 (250,060.00) (97.00) (95.63) (85.59) (82.08) 317.62 449.59 (12.92) 399,812.00 502,595.00 531.67 365.43 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 86563YHT3 Sumitomo Mitsui Banldng Corporation 912828D49 UNITED STATES TREASURY 2,499,750.00 700,130.72 (2,500,000.00) (79.71) (75.77) 18.99 325.77 700,070.00 9,608.67 256350005 LC -Project Fund -Toll 2 9498815E3 WELLS FARGO BANK NA 257,129.25 (72.29) (90.91) 256,966.05 516.05 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 06538NFU6 The Bank of Tokyo -Mitsubishi UFJ, Ltd. 161571GQ1 CHAIT 147 A 120,009.60 700,118.99 (69.75) (63.30) 41.76 62.10 700,091.00 120,008.40 10,540.44 73.60 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 912828UR9 UNITED STATES TREASURY 74153WCE7 PRICOA GLOBAL FUNDING 563,276.75 199,956.00 (200,000.00) (62.65) (60.64) 729.35 104.64 563,943.45 362.88 256350(105 LC -Project Fund-To112 9128281/129 UNITED STATES TREASURY 478.536.60 (59.131 625.53 479.102.46 308.29 256350005 LC -Project Fund -Toll 2 3137A1LC5 FHR 3710F AB 45,266.31 0,802.65) (64.401 (58.85) 74.34 38,414.76 63.93 256350005 LC -Project Fund -Toll 2 47787UAD5 JDOT 15 A3 336,953.64 (243,863.44) (93,097.20) (234.77) (48.88) 290.65 256350005 LC -Project Fund -Toll 2 36159LCR5 GEDFT 151 A 110,196.90 (48.04) (30.06) 110,118.80 58.35 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 62888YAA0 NGN 1lRl NTS 912828WT3 UNITED STATES TREASURY 158,853.63 1,200,000.00 (1,200,000.00) (11,763.38) (30.83) (41.27) (38.60) 332.44 38.60 147,350.59 164.60 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 17305TRV6 Citibank, N.A. 65819WAC7 NORTH CAROLINA EASTNMUNPWR AGY REV 35,122.50 625,040.57 (35,112.00) (4.48) (34.48) (29.67) (6.09) 23.65 625,000.00 1,993.75 256350005 LC -Project Fund -Toll 2 58769AAD8 MBALT 15B A3 138,698.26 (64,083.00) (74,626.60) (63.25) (23.52) 98.10 256350005 LC -Project Fund -Toll 2 58769AAD8 MBALT 15B A3 134,735.45 (62,252.06) (72,494.41) (61.44) (22.85) 256350005 LC -Project Fund -Toll 2 30,105.00 35 Page 8 of 36 FrRIVERSIDE COUNTY TRANSPORTATION COMMISSION 91 CIP STAMP Portfolio Transaction Report by Account Quarter ended September 30, 2017 Source Base Base Change In Beginning Base Base Maturities and Net Total Realized Amortization/A Net Unrealized Ending Base Ending Accrued 256350005 LC -Project Fund -Toll 2 36225EUY6 G2 082398 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund -Toll 2 256350005 LC-Proiect Fund-Toll2 55279HAH3 MANUFACTURERS AND TRADERS TRUST CO 38378NNA7 GNR 13194 AB 912828WT3 UNITED STATES TREASURY 83369YTU0 Societe Generale 58768FAB2 MBALT 16A A2A 69,720.89 300,036.00 449,261.38 1,100,000.00 338.157.26 750,029:52 (68,887:40) (399,894.34) (301,104.30) (1,100,000:00) (620.64) (19.01) (17.73) (16.98) (13.83) (8.43) (212.139.56) (5.58) (5.32) (11,134.89) 353.41 1,104.30 (1,643.34) (547.24) (18.27) 3,428.17 13.83 53.91 24.89 750,075.00 1,391.88 126.031.69 75.06 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 05581QAD0 BMWLT 152 A3 438141(AC5 HAROT 151 A3 55279HAA8 MANUFACTURERS AND TRADERS TRUST CO 05531FAP8 BB&T CORP 9AMMEO5B2 U.S. BANK MONEY MARKET ACCOUNT FUND 84,619.04 - - 215,304.34 - - 399,880.00 - - 120,726.00 - - 203,265.45 80,460,587.98 (80,555,193.45) (41,153.39) (97,135.99) (4.92) (4.76) (4.14) (3.38) (2.55) (0.41) 4.04 131.06 50.55 (160.39) 43,460.62 118,291.28 399,928.00 120,565.20 108,659.98 18.59 55.24 386.67 116.27 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund-ToII2 65819WAC7 NORTH CAROLINA EASTN MUN PWR AGY REV 865622CB8 SUMITOMO MITSUI BANKING CORP 891140BF4 TORONTO-DOMINION BANK 125,437.50 252,067.50 126,163.75 (125,400.00) 400.00 (437.50) - - 297.50 252,365.00 1,168.55 (66.25) 126,097.50 515.70 256350005 LC -Project Fund -Toll 2 037833BR0 APPLE INC 256350005 LC -Project Fund -Toll 2 477877AD6 JDOT 14B A3 151,893.00 75,904.07 (39,118.99) (36,841.97) (16.81) (259.50) 151,633.50 73.70 346.85 256350005 LC -Project Fund -Toll 2 9498815B9 WELLS FARGO BANK NA 250,905.00 (382.50) 250,522.50 983.49 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 17325FAD0 CITIBANK NA 2253411341 Credit Agricole Corporate and Investment Bank 260,663.00 1,200,000.00 (1,200,000.00) 577.20 261,240.20 248.42 256350005 LC -Project Fund -Toll 2 65590AKH8 Nordea Bank AB 900,000.00 (900,000.00) 256350005 LC -Project Fund -Toll 2 89113XFD1 The Toronto -Dominion Bank 750,000.00 750,000.00 393.33 256350005 LC -Project Fund -Toll 2 22534HQ38 Credit Agricole Corporate and Investment Bank 500,000.00 500,000.00 195.00 256350005 LC -Project Fund -Toll 2 65602UWN4 The Norinchukin Bank 750,000.00 750,000.00 50.00 256350005 LC -Project Fund-Toll2 05582WG99 BNP Paribas 750,000.00 750,000.00 47.92 256350005 LC -Project Fund -Toll 2 55315FAB6 MMAF 16A 42 194,300.15 (50,043.70) 0.15 0.16 (5.85) 144,250.91 89.13 256350005 LC -Project Fund -Toll 2 58769AAD8 MBALT 15B A3 202,103.18 (93,378.08) (108,741.61) (21.24) 0.31 37.45 256350005 LC -Project Fund -Toll 2 65602UTQl The Norinchukin Bank 1,199,999.59 (1,200,000.00) 0.41 256350005 LC -Project Fund -Toll 2 477877AD6 JDOT 14B A3 18,976.02 (9,779.75) (9,210.49) (2.25) 0.91 15.56 256350005 LC -Project Fund -Toll 2 65478QAD0 NALT 16A A3 154,914.75 0.95 65.70 154,981.40 102.64 256350005 LC -Project Fund-ToII2 58768MAD3 MBALT 16B A4 189,521.20 1.91 (152.01) 189,371.10 128.36 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 62944BBC7 BANK NEDERLANDSE GEMEENTEN NV 47787UAD5 JDOT 15 A3 299,997.00 63,387.32 (45,875.30) (300,000.00) (17,513.34) (15.70) 2.14 2.36 0.86 14.66 256350005 LC -Project Fund -Toll 2 912828TG5 UNITED STATES TREASURY 24,992.75 (25,000.00) 0.00 3.24 4.01 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 05582XAD4 BMWLT 162 A3 55315GAC2 MMAF 15A A3 543,501.25 20,128.47 (3,726.29) 6.92 9.06 9.30 (178.01) (11.23) 543,332.30 16,407.17 238.13 9.51 12563501105 LC -Project Fund-Toll2 46623EKD0 .113MORGAN CHASE & CO 160.063.00 (180.099.00) 120.(14 12.17 (96.21) 256350005 LC -Project Fund -Toll 2 62944BBC7 BANK NEDERLANDSE GEMEENTEN NV 274,997.25 (275,000.00) 14.83 02.08) 256350005 LC -Project Fund -Toll 2 912828F54 UNITED STATES TREASURY 999,921.88 17.36 0.76 999,940.00 4,040.30 256350005 LC -Project Fund -Toll 2 55315GAC2 MMAF 15A A3 142,049.51 (26,297.00) 16.53 21.83 (3.11) 115,787.77 67.13 256350005 LC -Project Fund -Toll 2 86563YSC8 Sumitomo Mitsui Banking Corporation 1,199,975/3 (1,200,000.00) 24.77 256350005 LC -Project Fund -Toll 2 313313NU8 FEDERAL FARM CREDIT BANKS 449,553.75 25.49 20.26 449,599.50 256350005 LC -Project Fund -Toll 2 59217GAY5 METROPOLITAN LIFE GLOBAL FUNDING I 299,922.00 (300 098.00) 144.50 26.89 4.60 256350005 LC -Project Fund -Toll 2 955116AZ1 WEST PALM BEACH FLA SPL OBLIG 229,986.20 29.24 (15.44) 230,000.00 1,265.00 256350005 LC -Project Fund -Toll 2 74153WCE7 PRICOA GLOBAL FUNDING 299,934.00 (300,000.00) 30.07 35.93 256350005 LC -Project Fund -Toll 2 912828WT3 UNITED STATES TREASURY 1,000,000.00 (1,000,000.00) 32.17 (32.17) 256350005 LC -Project Fund -Toll 2 38378BR35 GNR 12142 AB 300,166.52 - (290,979.06) - (9,309.91) (1,067.26) 32.69 1,157.02 256350005 LC -Project Fund-Toll2 313397MW8 FEDERAL HOME LOAN MORTGAGE CORP 649,764.81 36.18 23.51 649,824.50 256350005 LC -Project Fund -Toll 2 26055AXP6 The Dow Chemical Company 699,412.00 49.00 42.00 699,503.00 256350005 LC -Project Fund -Toll 2 55279HAH3 MANUFACTURERS AND TRADERS TRUST CO 250,030.00 (250,920.25) 920.25 49.64 (79.64) 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 912828UA6 UNITED STATES TREASURY 46623EKD0 JPMORGAN CHASE & CO 119,752.80 300,105.00 (300,165.0M 274.26 62.00 63.16 92.80 (277.43) 119,907.60 252.05 2563501105 LC -Project Fund-Toll2 02361KU51 Amer. Rhm& Company 449.968.50 (450.000.001 68.00 (36 SO) 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 06050TLY6 BANK OF AMERICA NA 14912DU31 Caterpillar Financial Services Corporation 300,198.00 1,200,000.00 (300,255.00) (1,200,000.00) 455.03 77.31 77.33 (475.35) (77.33) 256350005 LC -Project Fund -Toll 2 04056AU34 Arizona Public Service COMINMY 1,200,000.00 (1,200,000.00) 80.67 (80.67) 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 912828UA6 UNITED STATES TREASURY 912828UA6 UNITED STATES TREASURY 798,352.00 169,649.80 84.60 84.99 947.40 134.31 799,384.00 169,869.10 1,680.33 357.07 256350005 LC -Project Fund -Toll 2 22533TU38 Credit Agricole Corporate and Investment Bank 1,500,000.00 (1,500,000.00) 87.50 (87.50) 256350005 LC -Project Fund -Toll 2 313385HT6 FEDERAL HOME LOAN BANKS 999,940.00 (1,000,000.00) 91.74 (31.74) 256350005 LC -Project Fund -Toll 2 912828D98 UNITED STATES TREASURY 2,999,882.81 (1,400,054.69) (1,600,000.00) 72.23 99.65 256350005 LC -Project Fund -Toll 2 4497W0X41 ING (U.S.) Funding LLC 749,675.00 100.00 22.50 749,797.50 256350005 LC -Project Fund -Toll 2 00280NX018 Abbey National Treasury Services PLO 699,501.83 118.61 29.56 699,650.00 256350005 LC -Project Fund-Toll2 87019RXG6 Swedbank AB 749,500.00 125.00 22.50 749,647.50 256350005 LC -Project Fund -Toll 2 34108AYF8 Florida Power & Light Company 748,593.75 140.63 103.13 748,837.50 256350005 LC -Project Fund -Toll 2 43357LU59 Hitachi Capital America Corp. 999,930.00 (1,000,000.00) 142.22 (72.22) 256350005 LC -Project Fund -Toll 2 30229AU56 EXXON MOBIL CORP 1,199,916.00 (1,200,000.00) 142.67 (58.67) 256350005 LC -Project Fund -Toll 2 04056AV25 Arizona Public Service Company 599,854.16 (600,000.00) 145.84 256350005 LC -Project Fund -Toll 2 927801X32 Virginia Electric and Power Company 749,563.34 163.75 47.91 749,775.00 256350005 LC -Project Fund -Toll 2 89233GU79 Toyota Motor Credit Corporation 974,863.50 (975,000.00) 175.50 (39.00) 256350005 LC -Project Fund -Toll 2 313385KG0 FEDERAL HOME LOAN BANKS 2,149,820.84 - (2,150,000.00) - 0.00 179.16 256350005 LC -Project Fund -Toll 2 912828UA6 UNITED STATES TREASURY 374,227.50 182.79 300.96 374,711.25 787.65 256350005 LC -Project Fund -Toll 2 619791U54 Motive Enterprises LLC 1,199,916.00 (1,200,000.00) 184.00 (100.00) 256350005 LC -Project Fund -Toll 2 34108AU54 Florida Power & Light Company 1,499,895.00 (1,500,000.00) 191.67 (86.67) 256350005 LC -Project Fund -Toll 2 97682RV99 Wisconsin Power and Light Company 899,805.75 - (900,000.00) - - 194.25 256350005 LC -Project Fund -Toll 2 912828TG5 UNITED STATES TREASURY 874,746.25 - - (875,000.00) - - 203.25 50.50 256350005 LC -Project Fund -Toll 2 06538BU68 The Bank of Tokyo -Mitsubishi UFJ, Ltd. 1,499,850.00 - - (1,500,000.00) - - 243.75 (93.75) 256350005 LC -Project Fund -Toll 2 04056AVF6 Arizona Public Service Company 999,755.00 - (1,000,000.00) - - 245.00 256350005 LC -Project Fund -Toll 2 912828TG5 UNITED STATES TREASURY 699,797.00 - - (700,000.00) - - 251.30 (48.30) 256350005 LC -Project Fund -Toll 2 26055AW V4 The Dow Chemical Company 474,717.38 - (475,000.00) - - 282.62 256350005 LC -Project Fund-Toll2 09659BVP2 BNP Paribas 1,499,710.01 - (1,500,000.00) - - 289.99 256350005 LC -Project Fund-Toll2 459053KC7 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPM 1,499,699.58 - (1,500,000.00) - - 300.42 256350005 LC -Project Fund-Toll2 02360RUA6 Ameren Corporation 999,760.00 - - (1,000,000.00) - - 312.50 (72.50) 256350005 LC -Project Fund -Toll 2 97684GWU3 Wisconsin Public Service Corporation 674,671.88 - (675,000.00) - - 328.12 256350005 LC -Project Fund -Toll 2 78355AXP4 Ryder System, Inc. - 749,022.50 345.00 100.00 749,467.50 256350005 LC -Project Fund -Toll 2 912828K33 UNITED STATES TREASURY 993,393.97 368.84 4,157.53 997,920.35 573.17 256350005 LC -Project Fund -Toll 2 02581RWU3 American Express Credit Corporation 674,604.75 - (675,000.00) - - 395.25 36 Page 9 of 36 FrRIVERSIDE COUNTY TRANSPORTATION COMMISSION 91 CIP STAMP Portfolio Transaction Report by Account Quarter ended September 30, 2017 Source Base Base Change In Beginning Base Base Maturities and Net Total Realized Amortization/A Net Unrealized Ending Base Ending Accrued 2563500/)5 LC Prole Fund Toll 2 06366GX46 Bank of Montreal 749,521.04 256350005 LC -Project Fund -Toll 2 63743CUC5 National Rural Utilities Cooperative Finance Corpo 199,628.00 ( ,200,000.00) 2563500/)5 LC -Project Fund Toll 2 23336GXA4 DTE Electric Company 749.343.75 256350005 LC -Project Fund -Toll 2 89352HAP4 TRANSCANADA PIPELINES LTD 150,423.00 2563500/)5 LC -Project Fund -Toll 2 256350005 LC -Pr ject Fund -Toll 2 256350005 LC -Project Fund -Toll 2 74433GUD6 Prudential Funding LLC 14912DVM8 Caterpillar Financial Services Corooranon 30229AUQ0 Exxon Mobil Corporation ,199,592.00 1 199 516.00 1,199,500.67 (1,200,000.00) (1,200,000.00) (1,200,000.00) 403.33 403.34 420.00 429.70 440.00 484.00 23.13 (31.34) 33.75 (575.20) (32.00) 749,947.50 749,797.50 50,277.50 706.76 499.33 256350005 LC -Project Fund -Toll 2 912828UR9 UNITED STATES TREASURY 699,799.75 539.16 1,472.74 1,701,811.65 095.06 256350005 LC -Project Fund -Toll 2 23336GV V0 DTE Electric Company 1,199,454.00 (1,200,000.00) 546.00 256350005 LC -Project Fund -Toll 2 26055AW V4 The Dow Chemical Company 749,453.12 (750,000.00) 546.88 256350005 LC -Project Fund -Toll 2 21687AV18 Coopemtieve Rabobank U.A. 256350005 LC -Project Fund -Toll 2 313385JA5 FEDERAL HOME LOAN BANKS 1,999,500.00 1,199,420.00 (1,200,000.00) (2,000,000.00) 580.00 598.90 (98.90) 256350005 LC -Project Fund -Toll 2 26055AVB9 The Dow Chemical Company 1,099,388.88 - (1,100,000.00) 611.12 256350005 LC -Project Fund -Toll 2 63743CW 17 National Rural Utilities Cooperative Finance Corpo 1,099,233.66 (1,099,896.41) 0.91 661.84 256350005 LC -Project Fund -Toll 2 09659B1117 BNP Paribas 1,199,376.00 (1,200,000.00) 668.67 (44.67) 256350005 LC -Project Fund -Toll 2 313385JH0 FEDERAL HOME LOAN BANKS 1,399,384.00 (1,400,000.00) 700.01 (84.01) 256350005 LC -Project Fund -Toll 2 927801V3A0 Virginia Electric and Power Company 699,291.25 - (700,000.00) - - 708.75 256350005 LC -Project Fund -Toll 2 433577 XG5 Hitachi Capital America Corp. 748,980.00 733.13 84.38 749,797.50 256350005 LC -Project Fund -Toll 2 9278011.1Q2 Virginia Electric and Power Company 849,388.00 - - (850,000.00) - - 738.56 (126.56) 256350005 LC -Project Fund -Toll 2 619791)(44 Motive Enterprises LLC 749,125.00 781.25 41.25 749,947.50 256350005 LC -Project Fund -Toll 2 14912DV48 Caterpillar Financial Services Corporation 1,199,118.00 - (1,200,000.00) - - 882.00 256350005 LC -Project Fund -Toll 2 313385LA2 FEDERAL HOME LOAN BANKS 2,499,097.23 - (2,500,000.00) - - 902.77 256350005 LC -Project Fund -Toll 2 459515KF8 INTERNATIONAL FINANCE CORP 1,999,036.66 - (2,000,000.00) - - 963.34 256350005 LC -Project Fund -Toll 2 313385JX5 FEDERAL HOME LOAN BANKS 1,164,019.45 - (1,165,000.00) - - 980.55 256350005 LC -Project Fund -Toll 2 93884EW50 Washington Gas Light Company 1,248,711.11 (1,249,713.203 - - (4.86) 1,006.95 256350005 LC -Project Fund -Toll 2 04056AW81 Arizona Public Service Company 998,988.89 - (1,000,000.00) - - 1,011.11 256350005 LC -Project Fund -Toll 2 313385IQ0 FEDERAL HOME LOAN BANKS 1,698,988.50 - (1,700,000.00) - - 1,011.50 256350005 LC -Project Fund-Toll2 02581RVR1 American Express Credit Corporation 1,298,960.00 - (1,300,000.00) - - 1,040.00 256350005 LC -Project Fund -Toll 2 912828UA6 UNITED STATES TREASURY 1,995,880.00 1,070.67 1,509.33 1,998,460.00 4,200.82 256350005 LC -Project Fund -Toll 2 912828TM2 UNITED STATES TREASURY 2,498,450.00 (2,500,000.00) 1,083.10 466.90 256350005 LC -Project Fund -Toll 2 313385LC8 FEDERAL HOME LOAN BANKS 2,498,888.89 - (2,500,000.00) 1,111.11 256350005 LC -Project Fund -Toll 2 313397LC3 FEDERAL HOME LOAN MORTGAGE CORP 2,498,883.33 - (2,500,000.00) 1,116.67 256350005 LC -Project Fund -Toll 2 23336GVF5 DTE Electric Company 1,198,857.00 - (1,200,000.00) 1,143.00 256350005 LC -Project Fund -Toll 2 638731UX6 Natixis 1,198,848.00 (1,200,000.00) 1,220.00 (68.00) 256350005 LC -Project Fund -Toll 2 31338571,17 FEDERAL HOME LOAN BANKS 2,598,772.23 (2,600,000.00) 0.00 1,227.77 256350005 LC -Project Fund -Toll 2 78355AV84 Ryder System, Inc. 1,198,758.00 (1,200,000.00) 1,242.00 256350005 LC -Project Fund -Toll 2 14912DWR6 Caterpillar Financial Services Corporation 998,736.11 (1,000,000.00) 1,263.89 256350005 LC -Project Fund -Toll 2 43357LV90 Hitachi Capital America Corp. 1,198,600.00 (1,200,000.00) 1,400.00 256350005 LC -Project Fund -Toll 2 46640PWD1 J.P. Morgan Securities LLC 1,198,576.67 (1,200,000.00) 1,423.33 256350005 LC -Project Fund -Toll 2 02361KVH4 Ameren Illinois Company 1,198,532.66 (1,200,000.00) 256350005 LC -Project Fund -Toll 2 43357LW81 Hitachi Capital America Corp. 1,198,500.00 (1,200,000.00) 256350005 LC -Project Fund -Toll 2 313385JZ0 FEDERAL HOME LOAN BANKS 2,198,229.00 (2,200,000.00) 1,467.34 1,500.00 1,771.00 256350005 LC -Project Fund -Toll 2 5006E0X50 The Korea Development Bank 598,080.00 1,834.67 25.33 599,940.00 256350(105 LC-ProiectFund-To112 313385KD7 FEDERAL HOME LOAN BANKS 2197.985.77 (2200.000.001 2.014.23 256350005 LC -Project Fund -Toll 2 313385LR5 FEDERAL HOME LOAN BANKS 2,397,576.00 59,931,317.51 164,440,704.97 07,826,761.79) (2,400,000.00) (98,192,024.55) (905,155.55) 2,424.00 (1,864.52) 12,814.26 19,889.16 37,478,919.49 103,570.08 256350022 LC -Sr Lien Ob Fund-1 Interest 48121CYK6 JPMORGAN CHASE BANK NA 256350022 LC -Sr Lien Ob Fund-1 Interest 02580ECC5 AMERICAN EXPRESS BANK LTD. 303,075.00 252,042.50 (250,000.00) (2,580.93) (1,900.13) (494.07) (142.37) 300,000.00 9,000.00 256350022 LC -Sr Lien Ob Fund-1 Interest 38144LAB6 GOLDMAN SACHS GROUP INC 302,220.00 (300,000.00) (987.89) (1,232.11) 256350022 LC -Sr Lien Ob Fund-1 Interest 912828FNW6 UNITED STATES TREASURY 350,504.00 (350,000.00) (542.09) 38.09 256350022 LC -Sr Lien Ob Fund-1 Interest 78011DAC8 ROYAL BANK OF CANADA 699,720.00 (700,000.00) (72.79) 352.79 256350022 LC -Sr Lien Ob Fund-1 Interest 31393V2T7 FHR 2627E GY 37,862.51 (12,350.75) (120.74) (60.84) (485.03) 24,845.15 92.78 256350022 LC -Sr Lien Ob Fund-1 Interest 912828PFI UNITED STATES TREASURY 30,055.08 (37.69) 1.81 30,019.20 235.39 256350022 LC -Sr Lien Ob Fund-1 Interest 912828PF1 UNITED STATES TREASURY 170,146.09 (36.52) (0.77) 170,108.80 1,333.90 256350022 LC -Sr Lien Ob Fund-1 Interest 912828D98 UNITED STATES TREASURY 274,958.75 (275,000.00) (21.30) 62.55 256350022 LC -Sr Lien Ob Fund-1 Interest 31393EXC8 FNR 0388E TH 7,478.50 (2,310.43) (29.03) (19.58) (111.56) 5,007.91 18.69 256350022 LC -Sr Lien Ob Fund-1 Interest 31402RBG3 FN 735439 256350022 LC -Sr Lien Ob Fund-1 Interest 31402RBG3 FN 735439 7,973.28 620.49 (2,040.68) (158.81) (63.48) (4.46) (10.50) (0.75) 22.15 1.17 5,880.78 457.65 28.77 2.24 256350022 LC -Sr Lien Ob Fund-1 Interest 9AMMF05B2 U.S. BANK MONEY MARKET ACCOUNT FUND 28,867.11 1,626,122.27 (1,630,176.68) 24,812.70 256350022 LC -Sr Lien Ob Fund-1 Interest 313857LF3 FN 545826 440.01 (440.75) 0.74 256350022 LC -Sr Lien Ob Fund-1 Interest 313385NS1 FEDERAL HOME LOAN BANKS 224,793.75 12.49 7.01 224,813.25 256350022 LC -Sr Lien Ob Fund-1 Interest 313385NU6 FEDERAL HOME LOAN BANKS 199,753.94 57.20 10.86 199,822.00 256350022 LC -Sr Lien Ob Fund-1 Interest 313385NQ5 FEDERAL HOME LOAN BANKS 199,776.83 57.20 11.97 199,846.00 256350022 LC -Sr Lien Ob Fund-1 Interest 313313NQ7 FEDERAL FARM CREDIT BANKS 199,776.83 57.20 11.97 199,846.00 256350022 LC -Sr Lien Ob Fund-1 Interest 313385NZ5 FEDERAL HOME LOAN BANKS 199,691.00 91.51 11.49 199,794.00 256350022 LC -Sr Lien Ob Fund-1 Interest 313385PE0 FEDERAL HOME LOAN BANKS 199,660.75 91.94 13.31 199,766.00 25635/)022 LC -Sr Lien Ob Fund-1 Interest 26055AW V4 The Dow Chemical Comnanv 149.891)62 (150.000.001 109.38 256350022 LC -Sr Lien Ob Fund-1 Interest 313385LL8 FEDERAL HOME LOAN BANKS 256350022 LC -Sr Lien Ob Fund-1 Interest 313385JZ0 FEDERAL HOME LOAN BANKS 149,863.50 149,872.50 (150,000.00) (150,000.00) 127.50 143.09 (6.59) 256350022 LC -Sr Lien Ob Fund-1 Interest 912828784 UNITED STATES TREASURY 199,258.00 155.36 (343.36) 199,070.00 7.55 256350022 LC -Sr Lien Ob Fund-1 Interest 912828UZ1 UNITED STATES TREASURY 256350022 LC -Sr Lien Ob Fund-1 Interest 3137ASNH3 FHMS K019 Al 198,938.00 256,244.40 (15,488.47) 208.20 163.17 201.58 164.83 (542.10) 199,266.00 244,623.62 523.10 294.95 256350022 LC -Sr Lien Ob Fund-1 Interest 313385MV5 FEDERAL HOME LOAN BANKS 299,651.50 263.46 10.04 299,925.00 256350022 LC -Sr Lien Ob Fund-1 Interest 313385MQ6 FEDERAL HOME LOAN BANKS 364,641.59 307.19 11.07 364,959.85 256350022 LC -Sr Lien Ob Fund-1 Interest 912828I1A6 UNITED STATES TREASURY 199.588.00 331.55 (73.551 199.846.00 420.08 256350022 LC -Sr Lien Ob Fund-1 Interest 05565QCC0 BP CAPITAL MARKETS PLC 299,931.00 3,569,585.05 4,013,832.75 (1,630,176.68) (2,325,000.00) (32,789.89) 468.49 (9.50) (3,632.69) (441.49) 299,958.00 (3,141.14) 3,588,667.90 1,661.46 13,618.92 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 31381Q6B7 FN 468066 912828XB1 UNITED STATES TREASURY 202,652.40 1,192,452.00 (774.13) (67.09) (1,045.73) (748.55) (182.79) 520.55 200,582.67 1,192,224.00 672.50 9,631.79 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 912828B58 UNITED STATES TREASURY 3137B1U75 FHMS KS01 A2 741,234.70 384,054.60 (661.55) (651.81) (418.85) 43.81 740,154.30 383,446.60 2,613.52 798.63 256350023 LC -Sr Lien Reserve Fund-1 912828G38 UNITED STATES TREASURY 1,357,438.50 (585.43) (211.07) 1,356,642.00 11,473.17 256350023 LC -Sr Lien Reserve Fund-1 31381T4E7 FN 470721 277,192.56 (1,538.74) (59.51) (565.25) (240.17) 274,788.89 599.69 256350023 LC -Sr Lien Reserve Fund-1 31381PEB0 FN 466430 268,508.59 (1,124.44) (31.17) (558.49) (781.63) 266,012.87 721.43 37 Page 10 of 36 FrRIVERSIDE COUNTY TRANSPORTATION COMMISSION 91 CIP STAMP Portfolio Transaction Report by Account Quarter ended September 30, 2017 Source Base Base Change In Beginning Base Base Maturities and Net Total Realized Amortization/A Net Unrealized Ending Base Ending Accrued 256350023 LC -Sr Lien Reserve Fund-1 9128281358 UNITED STATES TREASURY 256350023 LC -Sr Lien Reserve Fund-1 3136A7MN9 FN 12M8 A2 507,695.00 (549.12) 301,335.00 (190.88) 506,955.00 1,790.08 (392.80) 107.80 301,050.00 587.35 256350023 LC -Sr Lien Reserve Fund-1 912828W9 UNITED STATES TREASURY 355,837.89 (377.92) (44° 97) 355,019.00 636.91 256350023 LC -Sr Lien Reserve Fund-1 3137EADB2 FREDDIE MAC 256350023 LC -Sr Lien Reserve Fund-1 912828W9 UNITED STATES TREASURY 204,198.00 152,413.50 (341.57) (308.43) 203,548.00 1,029.17 (268.22) 5.72 152,151.00 272.96 256350023 LC -Sr Lien Reserve Fund-1 3137EADB2 FREDDIE MAC 204,198.00 (260.61) (389.39) 203,548.00 1,029.17 256350023 LC -Sr Lien Reserve Fund-1 3138L76A9 FN AM7164 126,998.75 (247.05) (116.70) 126,635.00 269.79 256350023 LC -Sr Lien Reserve Fund-1 912828B58 UNITED STATES TREASURY 101,539.00 (244.43) 96.43 101,391.00 358.02 256350023 LC -Sr Lien Reserve Fund-1 31395EZP5 FHR 2835G MD 32,224.78 (6,621.27) (141.03) (176.21) (124.01) 25,162.26 93.32 256350023 LC -Sr Lien Reserve Fund-1 912828B58 UNITED STATES TREASURY 147,231.55 (174.51) (40.09) 147,016.95 519.12 256350023 LC -Sr Lien Reserve Fund-1 38376T5Z1 GNR 104A PD 117,611.08 (6,243.51) (230.49) (146.33) 4.25 110,995.00 271.63 256350023 LC -Sr Lien Reserve Fund-1 912828B58 UNITED STATES TREASURY 116,769.85 (106.58) (63.62) 116,599.65 411.72 256350023 LC -Sr Lien Reserve Fund-1 3137AUPE3 MIMS K021 A2 145,199.52 (97.97) (315.31) 144,786.24 287.52 256350023 LC -Sr Lien Reserve Fund-1 38376GB33 GNR 116 BA 248,917.41 (5,163.51) (115.91) (97.53) (18.65) 243,521.82 703.49 256350023 LC -Sr Lien Reserve Fund-1 912828W9 UNITED STATES TREASURY 256350023 LC -Sr Lien Reserve Fund-1 3136A4M48 FN 12M3A 1A1 86,367.65 277,493/9 (83.51) (65.24) 86,218.90 154.68 (13,370.62) (8.45) (71.62) (519.50) 263,523.10 461.37 256350023 LC -Sr Lien Reserve Fund-1 38378XP62 GNR 14166 PL 365,734.05 (26,307.26) (296.13) (48.40) (336.93) 338,745.32 716.18 256350023 LC -Sr Lien Reserve Fund-1 38377RVK8 GNR 10166F GP 256350023 LC -Sr Lien Reserve Fund-1 3137MMF8 FHMS K016 A2 50,509.31 30,999.00 (2,907.82) (83.49) (44.84) (9.53) 47,463.64 116.35 (44.83) (85.07) 30,869.10 74.19 256350023 LC -Sr Lien Reserve Fund-1 912828B58 UNITED STATES TREASURY 50,769.50 (42.92) (31.08) 50,695.50 179.01 256350023 LC -Sr Lien Reserve Fund-1 38377RVK8 GNR 10166F GP 84,182.18 (4,846.36) (74.78) (41.89) (113.08) 79,106.06 193.91 256350023 LC -Sr Lien Reserve Fund-1 3138EKXL4 FN AL3382 286,375.93 (7,259.63) 76.98 (34.56) (705.19) 278,453.53 541.38 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 38378B6A2 GNR 1312A AB 912828V49 UNITED STATES TREASURY 31417YKF3 FN MA0293 38380AZ34 GNR 16147C DA 38378TAF7 GNR 1371A GA 123,276.19 103,988.43 173,395.62 177,710.20 56,282E5 (3,434.97) (5,995.61) (2,957.04) (8,086.27) 108.50 (323.43) (76.58) 5.79 (30.72) (27.20) (17.37) (13.68) (10.83) (218.35) (1,191.37) 12.28 (585.39) (289.05) 119,700.65 55,064.28 97,664.30 169,762.94 169,329.84 189.66 44.30 340.19 416.10 348.79 256350023 LC -Sr Lien Reserve Fund-1 912828SA9 UNITED STATES TREASURY 179,502.72 (10.23) (478.17) 179,014.32 47.28 256350023 LC -Sr Lien Reserve Fund-1 36202F2H8 G2 005276 217,668.14 (14,439.16) (531.22) (9.51) 292.28 202,980.52 490.43 256350023 LC -Sr Lien Reserve Fund-1 31392E83 FNR 0317D HC 3,694.28 (1,856.21) (12.65) (7.64) (34.49) 1783.28 7.41 256350023 LC -Sr Lien Reserve Fund-1 38378CRT6 GNR 1213E EG 256350023 LC -Sr Lien Reserve Fund-1 912828K33 UNITED STATES TREASURY 74,695.84 120,252.95 (120,967.75) (5,278.14) 146.45 (7.48) (161.81) 69,394.86 116.55 (836.99) (3E5) 1,555.43 256350023 LC -Sr Lien Reserve Fund-1 3138L33G8 FNAM3498 100,411.00 (1.09) (238.91) 100,171.00 167.50 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 3137ATRW4 MIMS K020 A2 31385XBG1 FN 555439 125,998.75 79.57 (67.80) (0.24) (1.00) (0.10) (96.50) 0.26 125,901.25 11.70 247.19 0.06 125635/)021 LC -Sr Lien Reserve Fund-1 9AMMF(15B2 U.S. BANK MONEY MARKET ACCOUNT FUND 91)5.724.17 1911)14.11 (1.166.51)2.91) 112.235.57 256350023 LC -Sr Lien Reserve Fund-1 912828WT3 UNITED STATES TREASURY 625,000.00 (624,975.59) (24.41) 256350023 LC -Sr Lien Reserve Fund-1 38378KSL4 GNR 1374 AL 215,628.75 2.12 339.88 215,970.75 524.53 256350023 LC -Sr Lien Reserve Fund-1 38378KWU9 GNR 1396A 15,279.91 (124.91) 2.10 2.71 (36.34) 15,123.47 18.41 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 383771Z89 GNR 10117A GK 38378KXW4 GNR 13105 A 86,069.39 180,706.20 (7,376.20) (2,678.70) (155.65) 11.74 7.32 8.84 (200.26) 890.61 78,344.60 178,938.69 221.61 257.77 256350023 LC -Sr Lien Reserve Fund-1 38378BX20 GNR 12132 AB 42,341.17 (41,759.60) (654.74) 35.56 9.68 27.93 256350023 LC -Sr Lien Reserve Fund-1 38377RSZ9 GNR 10162D PQ 28,313.69 (2,661.04) (98.88) 10.27 88.36 25,652.39 93.18 25635/)021 LC -Sr Lien Reserve Fund-1 912828L99 UNITED STATES TREASURY 149.513.67 13.(16 (768.73) 148.758.00 ES 11 256350023 LC -Sr Lien Reserve Fund-1 38378KWU9 GNR 1396A 57,299.66 (468.42) 10.82 14.01 (143.07) 56,713.01 69.05 256350023 LC -Sr Lien Reserve Fund-1 912828WT3 UNITED STATES TREASURY 624,975E9 (625,000.00) 24.41 256350023 LC -Sr Lien Reserve Fund-1 38378KSL4 GNR 1374 AL 191,670.00 28.23 275.77 191,974.00 466.25 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 38378B7F0 GNR 1333 B 912828UF5 UNITED STATES TREASURY 192,880.00 74,382.00 (74,736.33) 393.10 46.28 54.92 141.72 (9169) 193,068.00 378.83 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 38379KDN5 GNR 1529 AD 38378KRS0 GNR 1378 AG 171,170.42 436,563.00 (3,687.75) 83.15 64.84 121.52 (367.29) (1,021.52) 167,263.37 435,663.00 305.08 895.72 256350(123 LC -Sr Lien Reserve Fund-1 38378B7F0 GNR 1333 B 241.BM (11) 132.48 102.52 241.135.00 473.54 256350023 LC -Sr Lien Reserve Fund-1 912828VA5 UNITED STATES TREASURY 158,236.80 144.95 (149.75) 158,232.00 753.26 256350023 LC -Sr Lien Reserve Fund-1 3137ASNH3 MIMS K019 AI 256,244.40 (15,488.47) 178.36 170.25 (480.92) 240,623.62 294.95 256350023 LC -Sr Lien Reserve Fund-1 912828L57 UNITED STATES TREASURY 545,595.70 172.83 (839.53) 544,929.00 26.44 256350023 LC -Sr Lien Reserve Fund-1 3137EADR7 FREDDIE MAC 256350023 LC -Sr Lien Reserve Fund-1 38376WA62 GNR 1015C PD 471,841.25 73,642.24 (7,898.39) (425.33) 174.44 214.73 390.81 472,406.50 (376.94) 65,156.33 2,721.35 205.40 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 256350073 LC -Sr Lien Reserve Fund-1 912828SA9 3136A72D3 3135OnD75 UNITED STATES TREASURY FN 12M9 A2 FEDERAL NATIONAL MORTGAGE ASSOCIATION 269,659.90 386,041.54 598.516lNl (18,220.60) 523.82 253.45 306.60 318.32 1,320.46 (1,788.10) (514.171 271,233.81 366,863.25 598.32n.nn 71.64 751.72 7 475.nn 256350023 LC -Sr Lien Reserve Fund-1 912828V49 UNITED STATES TREASURY 223,670.84 320.08 1,272.05 225,262.97 181.23 256350023 LC -Sr Lien Reserve Fund-1 3136AHAE0 FN 13M14 APT 216,155E7 (16,653.75) (311.95) 381.30 (481.32) 199,089.95 429.55 256350023 LC -Sr Lien Reserve Fund-1 3137AUPE3 FHMS K021 A2 236,957E5 397.82 (1,072.27) 236,283.10 469.22 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 912828L57 UNITED STATES TREASURY 3138ETPZ5 FN AL2239 842,333.00 318,926.10 (1,697.91) (86.17) 404.04 429.22 (574.04) (1,361.72) 842,163.00 316,209.53 40.87 765.20 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 3137EADB2 FREDDIE MAC 912828L99 UNITED STATES TREASURY 561,544.50 1,090,980.00 606.49 681.60 (2,393.99) 559,757.00 (769.60) 1,090,892.00 2,830.21 6,329.48 18,452,364.84 1,679,747.14 (1,403,%6.59) (625,000.00) (195,883.37) (2,390.76) (3,33394) (14,991.08) 17,886,546.25 62,536.13 94,678,110.70 176,647,073.51 (93,894,995.83) (104,342,024.551 (1,385,435.05) 17,381.151 4,009.81 (4,8%.70) 71,694,460.74 222,622.13 38 Page 11 of 36 FrRIVERSIDE COUNTY TRANSPORTATION COMMISSION 91 CIP STAMP Portfolio Summary of Investments for quarter ended September 30, 2017 ATTACHMENT 5 Credit Rating 50,000,000.0 2 40,000,000.0 U Q 30,000,000.0 m y 20,000,000.0 •• N 10,600,000.0 m m 0.0 Are- A+ A A- NA A-1+ A-2 Money Market Funds [0.42 .,1 Asset Class Cash (AA 5g°A Fixed Income (69.738%) Chan e. .Wed by: ease Market Vahe *Negative cash reflects securities in transit at month end Industry Group oen4r (11.097%) US Municipal* (1.973%) FNMA Collateral (2.576%) Diversified Flnan Sery (3.42%) Electric (3.555%) Commercial M69 (7.085%) Sovereign 154.5961 Banks 0 5.714%) Security Type CDRP (7.931%) AGCY DISC [a.152%) CP 112.157%) —"US GOV (41.055%) Market Sector Asset Backed (3A57%) Utility - (3.976%1 Ind uatrlal (4.691 %) Agency (11 A 26%) Mortgage Backed (12.0011%) Other 12.234%) Financial 179.1 U4%) -- Government (43A72%) 39 OFRIVERSIDE COUNTY TRANSPORTATION COMMISSION ATTACHMENT 6 91 CIP STAMP Portfolio Series A & Series B Reserve Fund Summary of Investments for quarter ended September 30, 2017 Credit Rating 20, 000.000.0 2 15,000,000.0 Q t tu 7 10,000,000.0 _d e .M 5,600,060.0 m ea ns m 0.0 i NA Asset Class Cash (-0.723%)i_ Money Marge( Funds (0.736%) Fixed Income (99.387%) Chart calculated hy: Sir *Negative cash reflects securities in transit at month end Industry Group Cash t0.013!A GNMA2 Collateral I l .133%l Agency Collet CMO (1.459%) Agency enlist PAC CMO (3.241%) FNMA Collateral (9.265%] Commercial MBS (26.9.56%) ----Sovereign (57.929%I Security Type Other (4.209%) Fl1LMC (5.272%) GNMA CM (8.393%) TIPS (4.069% CMO O� GNMA (10.729'%) AGCY BOND (11.401%) FNMA (13.528%) - US GOV (42.45h%) Market Sector CraYh (0.013%) Agency (11.401 %) Mortgage Backed (42.658%) Government (46.529%) 40 rijr RIVERSIDE COUNTY TRANSPORTATION COMMISSION ATTACHMENT 7 91 CIP STAMP Portfolio Toll Revenue Project Capitalized Interest Fund Summary of Investments for quarter ended September 30, 2017 t� Credit Rating 2,000,000.0 2 1,500,000.0 Q t N 1,000,OOO.p Ti; `m g 500,060.0 w m m ❑.0 nA� NA A•1- Asset Class Cash (0 908%111 Money Markel Funds r (O.B89%) I Fixed Income (99.273%) Industry Group Other is (1.]36 %) FNMA Collateral (a.177%) Agency Collet CMO� (0.092%) Cash (0.727%) Commercial RIBS (6.6as%) ❑116.Gaa (8.37%) Banks (a.576 %). ▪ � Sovereign (74.636%) Security Type otner (0.038 FNMACM❑ (9.139%) _ FFI MR ` (0.177%) MMF11NCI (0.689%) FHLMC CMO (7.377%} CORP (16.944%I US GOV (22.223%) —MACY DISC (S2.413%) Market Sector Casty (0.727%1 Menge go Backed (7.694%) Industrial (8.37%). Financial' (9.575%) Government (22.223%) —Agency (52A73%) 41 FIFRIVERSIDE COUNTY TRANSPORTATION COMMISSION ATTACHMENT 8 91 CIP STAMP Portfolio Sales Tax Revenue Capitalized Interest Fund Summary of Investments for quarter ended September 30, 2017 Credit Rating 10,000,000.0 2 8,000,000.o Q 6,000,000.0 a 7 _y 4,000,000.0 m tl] 2.I100,0I10.0 m m 0.0 AAA AA NA A-1 + Asset Class Cash (0_147,41 Money Mahout Funds (0.267%) �Flxed Income (66.606%) Industry Group Other (0272%p Agency Collet PAC CM° (6.361%) Cash (0.394%) Agency Collet CM0 (0.696%) GNMA Collateral (1.306%) FNMA Collate ral (7.425%) US Municipals (3.287%) Sovereign (06.779%) Security Type other (0.666.4) FNMA C M ❑ (0.415%) _ FNLMC CMo� (0.042%) GNMA (1.386%) FNMA (1 A2S%) MUNI (9267%) ( l AGCY DISCI (22.647%) `US GDV (03.532%I Market Sector Cash (0.394%) Menge go Backed (4.74%)- Munlclpal - (9.767%) Agency (22.E47%} --Government (63.532%) :3arse F,1a rKi 42 PERIVERSIDE COUNTY TRANSPORTATION COMMISSION 91 CIP STAMP Portfolio Sales Tax Equity Fund Summary of Investments for quarter ended September 30, 2017 ATTACHMENT 9 Credit Rating 20, 000.000.0 2 15,000,000.0 Q t 7 10,000,000.0 _d e .M 5,000,000.0 tl] on m m 0.0 IIIIIII� IIIIIII■ MIMI AA+ AA .Ali • A+ A A- 1� Money slams( Funds I0.289%) Asset Class Beall (u 9x1i `Fixed Income (99.711 %) TIPS (2.657ta AGCY DISC (2.925%) ABS (6.618%) CORP MAST%) Co (14.766%) Security Type Other [1.644%] CP (23.272 ) Industry Group US GOV 04.561 %] Chart calwlaled by: Base Market OII&Gas Credit Card .49% �-) ABS [z.46:c] Auto Leave Loans (2.814%) Diversified Finer, Send (6.547%) Electric (6.1197%t Other (9,383%) Banks (29.259%) 'Sovereign (40.143%) Market Sector Mortg a go BeeK9d (0.739%) Agency (2.925%1 Asset Backed (8.818%) Utility (7.612%) Industrial [B.f 77%] Financial 05.506%1 __---'Government (3721 %) 43 ATTACHMENT 10 RIVERSIDE COUNTY TRANSPORTATION COMMISSION 2017 Financing STAMP Portfolio by Investment Category for quarter ended September 30, 2017 Source Account Account Identifier Security Type Category Issuer Final Maturity Trade Date Current Face Value e- Call Original Cost Date Base Market Value Base Net Total Unrealized Gain/Loss Coupon Summarized Yield Credit Rating 245490001 LC-RCTC 2017 PAR Sales Tax 3137ANMN2 Agency CMO Federal Home Loan Mortgage Corp 12/25/2018 07/20/2017 1,800,000.00 1,812,164.06 --- 1,807,470.00 (2,676.08) 2.220 1.726 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 31392J6N4 Agency CMO Federal National Mortgage Association 04/25/2023 07/20/2017 790,213.54 _ 845,158.08 --- 842,209.59 (2,596.05) 5.500 2.143 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 31283K5N4 Agency MBS Federal Home Loan Mortgage Corp 08/O1/2020 07/20/2017 1,236,801.80 1,279,896.61 --- 1,269,935.72 (9,072.67) 5.000 2.214 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 161571GQ1 Asset Backed Chase Issuance Trust 11/15/2017 09/14/2017 100,000.00 99,968.75 --- 100,007.00 31.12 1.380 1.329 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 43814JAC8 Asset Backed Honda Auto Receivables 2014-4 Owner Trust 09/17/2018 07/19/2017 48,391.08 48,336.26 --- 48,365.92 14.02 0.990 1.331 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 43814JAD6 Asset Backed Honda Auto Receivables 2014-4 Owner Trust 10/15/2020 07/19/2017 2,355,000.00 2,355,367.97 --- 2,354,976.45 (314.76) _ 1.460 1.466 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 89190AAD2 Asset Backed Toyota Auto Receivables 2014-C Owner Trust 04/15/2020 07/19/2017 2,000,000.00 1,999,687.50 --- 1,999,540.00 (233.97) 1.440 1.494 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 58769AAD8 Asset Backed Mercedes-Benz Auto Lease Trust 2015-B 07/16/2018 07/20/2017 457,843.00 457,771.47 --- 457,788.06 (7.44) 1.340 1.450 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 65478QAD0 Asset Backed Nissan Auto Lease Trust 2016-A 03/15/2019 07/19/2017 2,000,000.00 745.00 --- 1,999,760.00 1,995,830.10 1.490 1.516 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 161571HG2 Asset Backed Chase Issuance Trust O1/16/2018 07/20/2017 2,000,000.00 1,996,875.00 --- 1,998,360.00 281.15 1.100 1.381 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 05581QAE8 Asset Backed BMW Vehicle Lease Trust 2015-2 02/20/2019 07/19/2017 2,000,000.00 2,000,937.50 -- 2,000,400.00 (246.97) 1.550 1.508 AAA 240907004 LC-RCTC Toll Revenue: - I-15 65477PAD3 Asset Backed Nissan Auto Receivables 2014-A Owner Trust 08/17/2020 07/25/2017 798,253.93 797,910.93 --- 798,022.43 93.80 _ 1.340 1.416 AAA 240907004 LC-RCTC Toll Revenue: - I-15 587729AD6 Asset Backed Mercedes-Benz Auto Receivables Trust 2014-1 11/16/2020 07/25/2017 765,000.00 764,551.76 -- 764,892.90 258.24 1.310 1.341 AAA 240907004 LC-RCTC Toll Revenue: - I-15 43814KAD3 Asset Backed Honda Auto Receivables 2015-1 Owner Trust 11/16/2020 07/24/2017 887,000.00 _ 885,995.19 --- 886,521.02 360.51 1.320 1.396 AAA 240907004 LC-RCTC Toll Revenue: - I-15 47787UAE3 Asset Backed John Deere Owner Trust 2015 12/15/2021 07/24/2017 747,000.00 747,350.16 -- 747,014.94 (272.80) 1.650 1.653 AAA 240907004 LC-RCTC Toll Revenue: - I-15 43814LAC3 Asset Backed Honda Auto Receivables 2015-4_Owner Trust 09/23/2019 07/24/2017 1,451,583.51 _ 1,448,521.57 --- 1,449,101.30 127.22 1.230 1.489 AAA 240907004 LC-RCTC Toll Revenue: - I-15 161571HC1 Asset Backed Chase Issuance Trust 06/17/2019 07/26/2017 750,000.00 745,576.17 -- 745,095.00 (820.69) 1.370 1.763 AAA 240907004 LC-RCTC Toll Revenue: -I-15 05581QAE8 Asset Backed BMW Vehicle Lease Trust 2015-2 02/20/2019 07/28/2017 965,000.00 965,414.64 --- 965,193.00 (113.32) 1.550 1.508 AAA 240907004 LC-RCTC Toll Revenue: - I-15 05582XAD4 Asset Backed Bmw Vehicle Lease Trust 2016-2 09/20/2019 07/27/2017 965,000.00 963,002.14 -- 962,047.10 (1,233.19) 1.430 1.769 AAA 240907004 LC-RCTC Toll Revenue: - I-15 58768MAC5 Asset Backed Mercedes-Benz Auto Lease Trust 2016-B 08/15/2019 07/25/2017 1,000,000.00 997,695.31 --- 997,260.00 (793.04) 1.350 1.694 AAA 240907004 LC-RCTC Toll Revenue: - I-15 58769DAD2 Asset Backed Mercedes-Benz Auto Lease Trust 2017-A 03/16/2020 07/27/2017 965,000.00 965,942.38 -- 966,109.75 257.49 1.790 1.710 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 22549V5V1 CD Credit Suisse Group AG 11/07/2017 09/22/2017 1,150,000.00 1,150,191.36 --- 1,150,218.50 53.84 1.410 1.223 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 65602UPZ5 CD The Norinchukin Bank 10/27/2017 07/20/2017 3,000,000.00 3,001,425.39 -- 3,000,660.00 285.66 1.500 1.197 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 05582WZS6 CD BNP Paribas O1/22/2018 07/20/2017 3,000,000.00 3,000,000.00 --- 3,001,170.00 1,170.00 1.450 1.323 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 06538NFU6 CD The Bank of Tokyo -Mitsubishi UFJ, Ltd. 10/13/2017 09/14/2017 1,100,000.00 1,100,186.98 -- 1,100,143.00 65.63 1.540 1.162 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 83369YTU0 CD Societe Generale 10/31/2017 09/18/2017 1,150,000.00 1,150,045.26 --- 1,150,115.00 82.67 1.310 1.192 AAA 240907004 LC-RCTC Toll Revenue:-I-15 65602UES3 CD The Norinchukin Bank 10/12/2017 08/24/2017 2,000,000.00 2,001,985.90 -- 2,000,620.00 164.90 2.019 1.155 AAA 240907004 LC-RCTC Toll Revenue: - I-15 86563YHD8 CD Sumitomo Mitsui Banking Corporation 10/12/2017 07/26/2017 2,500,000.00 2,500,996.63 --- 2,500,275.00 103.71 1.500 1.153 AAA 240907004 LC-RCTC Toll Revenue: - I-15 83369YEX0 CD Societe Generale 10/20/2017 09/25/2017 1,950,000.00 1,950,288.66 -- 1,950,273.00 53.62 1.450 1.181 AAA 240907004 LC-RCTC Toll Revenue: - I-15 63873FY93 CD Natixis 11/O1/2017 08/22/2017 1,600,000.00 1,601,517.84 --- 1,600,832.00 159.81 1.801 1.229 AAA 240907004 LC-RCTC Toll Revenue: - I-15 17305TSH6 CD Citibank, N.A. 11/27/2017 07/25/2017 2,500,000.00 2,500,000.00 -- 2,500,000.00 0.00 1.320 1.317 AAA 240907004 LC-RCTC Toll Revenue: - I-15 05582WZT4 CD BNP Paribas 12/08/2017 07/25/2017 2,500,000.00 2,500,000.00 --- 2,500,675.00 675.00 1.360 1.216 AAA 240907004 LC-RCTC Toll Revenue: - I-15 17305TRV6 CD Citibank, N.A. 10/04/2017 09/14/2017 1,625,000.00 1,625,105.48 -- 1,625,000.00 (15.82) 1.320 1.316 AAA 240907004 LC-RCTC Toll Revenue: - I-15 06538NFU6 CD The Bank of Tokyo -Mitsubishi UFJ, Ltd. 10/13/2017 09/14/2017 1,900,000.00 1,900,322.96 --- 1,900,247.00 113.36 1.540 1.162 AAA 240907004 LC-RCTC Toll Revenue: - I-15 89113XFD1 CD The Toronto -Dominion Bank 10/16/2017 09/15/2017 2,000,000.00 2,000,000.00 -- 2,000,000.00 0.00 1.180 1.179 AAA 240907004 LC-RCTC Toll Revenue: - I-15 22534HQ38 CD Credit Agricole Corporate and Investment Bank 10/18/2017 09/18/2017 1,900,000.00 1,900,000.00 --- 1,900,000.00 0.00 1.170 1.170 AAA 240907004 LC-RCTC Toll Revenue: - I-15 60683BBF9 CD Mitsubishi UFJ Trust & Banking Corp 10/20/2017 09/19/2017 1,950,000.00 1,950,000.00 -- 1,949,980.50 (19.50) 1.210 1.228 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 46640PX24 CP J.P. Morgan Securities LLC 10/02/2017 09/14/2017 850,000.00 849,518.33 --- 850,000.00 28.33 0.000 0.000 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 87019RXG6 CP Swedbank AB 10/16/2017 09/26/2017 450,000.00 449,700.00 -- 449,788.50 13.50 0.000 1.061 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 4497WOXA1 CP ING (U.S.) Funding LLC 10/10/2017 09/25/2017 1,125,000.00 1,124,512.50 --- 1,124,696.25 33.75 0.000 0.974 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 34108AXH5 CP Florida Power & Light Company 10/17/2017 07/20/2017 3,000,000.00 2,989,987.50 -- 2,998,500.00 300.00 0.000 1.062 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 61979JX44 _ CP Motiva Enterprises LLC 10/04/2017 09/06/2017 1,125,000.00 1,123,687.50 --- 1,124,921.25 61.88 0.000 0.631 AA 245490001 LC-RCTC 2017 PRJ: Sales Tax 43357LXB3 CP HITACHI CAPITAL AMERICA CORP 10/11/2017 09/11/2017 1,125,000.00 1,123,640.63 -- 1,124,662.50 131.25 0.000 0.984 AA 245490001 LC-RCTC 2017 PRJ: Sales Tax 78355AXP4 _ CP Ryder System, Inc. 10/23/2017 09/18/2017 425,000.00 424,446.08 --- 424,698.25 56.67 0.000 1.115 AA 245490001 LC-RCTC 2017 PRJ: Sales Tax 71112JXC3 CP The Peoples Gas Light And Coke Company 10/12/2017 09/28/2017 1,125,000.00 1,124,463.75 -- 1,124,617.50 71.25 0.000 1.023 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 23336GXX4 CP DTE Electric Company 10/31/2017 09/28/2017 1,000,000.00 998,845.00 --- 999,030.00 80.00 0.000 1.130 AAA 240907004 LC-RCTC Toll Revenue: - I-15 4497WOY10 CP ING (U.S.) Funding LLC 11/O1/2017 08/24/2017 1,700,000.00 1,695,796.75 -- 1,698,283.00 171.42 0.000 1.140 AAA 240907004 LC-RCTC Toll Revenue: - I-15 22533TX27 CP Credit Agricole Corporate and Investment Bank 10/02/2017 09/01/2017 2,500,000.00 2,497,395.15 --- 2,500,000.00 84.03 0.000 0.000 AAA 240907004 LC-RCTC Toll Revenue: - I-15 4497WOXA1 CP ING (U.S.) Funding LLC 10/10/2017 09/05/2017 1,086,000.00 1,084,722.44 -- 1,085,706.78 35.30 0.000 0.974 AAA 240907004 LC-RCTC Toll Revenue: - I-15 00280NXH8 CP Abbey National Treasury Services PLC 10/17/2017 09/26/2017 1,800,000.00 1,798,718.99 --- 1,799,100.00 76.01 0.000 1.062 AAA 240907004 LC-RCTC Toll Revenue:-1-15 63873JXX3 CP Natixis 10/31/2017 09/07/2017 1,000,000.00 998,110.00 -- 999,030.00 80.00 0.000 1.130 AAA 240907004 LC-RCTC Toll Revenue: -I-15 87019RYF7 CP Swedbank AB 11/15/2017 07/25/2017 2,500,000.00 2,489,720.15 --- 2,496,125.00 845.34 0.000 1.218 AAA 240907004 LC-RCTC Toll Revenue: - I-15 46640PY64 CP J.P. Morgan Securities LLC 11/06/2017 07/25/2017 2,500,000.00 2,490,343.75 -- 2,496,925.00 830.90 0.000 1.201 AAA 240907004 LC-RCTC Toll Revenue: - I-15 61979JX44 _ CP Motiva Enterprises LLC 10/04/2017 09/06/2017 1,975,000.00 1,972,695.83 --- 1,974,861.75 108.63 0.000 0.631 AA 240907004 LC-RCTC Toll Revenue: - I-15 433571_,XA5 CP Hitachi Capital America Corp. 10/10/2017 09/08/2017 1,950,000.00 1,947,348.00 -- 1,949,473.50 219.38 0.000 0.974 AA 240907004 LC-RCTC Toll Revenue: - I-15 23336GXA4 CP DTE Electric Company 10/10/2017 09/15/2017 1,000,000.00 999,125.00 --- 999,730.00 45.00 0.000 0.974 AAA 240907004 LC-RCTC Toll Revenue: - I-15 78355AXP4 CP Ryder System, Inc. 10/23/2017 09/18/2017 1,950,000.00 1,947,458.51 -- 1,948,615.50 259.99 0.000 1.115 AA 240907004 LC-RCTC Toll Revenue: - I-15 92780JXD8 CP Virginia Electric and Power Company 10/13/2017 09/20/2017 800,000.00 799,320.22 --- 799,704.00 58.67 0.000 1.027 AAA 240907004 LC-RCTC Toll Revenue: - I-15 92780JXB2 CP Virginia Electric and Power Company 10/11/2017 09/22/2017 1,975,000.00 1,973,850.12 -- 1,974,407.50 126.18 0.000 0.984 AAA 240907004 LC-RCTC Toll Revenue: - I-15 71112JXC3 CP The Peoples Gas Light And Coke Company 10/12/2017 09/28/2017 2,225,000.00 2,223,939.41 --- 2,224,243.50 140.92 0.000 1.023 AAA 240907004 LC-RCTC Toll Revenue: - I-15 26055AXP6 CP The Dow Chemical Company 10/23/2017 09/29/2017 1,800,000.00 1,798,488.00 -- 1,798,722.00 108.00 0.000 1.115 AA 240907004 LC-RCTC Toll Revenue: - I-15 23336GY39 CP DTE Electric Company 11/03/2017 09/29/2017 1,000,000.00 998,784.72 --- 998,870.00 15.84 0.000 1.201 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 38141GVK7 Corporate The Goldman Sachs Group, Inc. 04/30/2018 07/20/2017 2,000,000.00 2,014,500.00 -- 2,011,800.00 794.60 2.511 1.542 A 245490001 LC-RCTC 2017 PRJ: Sales Tax 06051GEY1 Corporate Bank of America Corporation O1/15/2019 07/19/2017 1,500,000.00 1,518,015.00 --- 1,514,745.00 (968.08) 2.344 1.619 BBB 245490001 LC-RCTC 2017 PRJ: Sales Tax 89114QAV0 Corporate The Toronto -Dominion Bank 11/05/2019 07/20/2017 2,000,000.00 2,019,800.00 -- 2,015,340.00 (2,930.40) 2.250 1.875 AA 245490001 LC-RCTC 2017 PRJ: Sales Tax 21688AAD4 Corporate Cooperatieve Rabobank U.A. O1/14/2020 07/20/2017 2,000,000.00 2,016,800.00 --- 2,012,740.00 (2,847.30) 2.250 1.964 AA 245490001 LC-RCTC 2017 PRJ: Sales Tax 172967JQ5 Corporate Citigroup Inc. 04/27/2018 07/20/2017 1,950,000.00 1,957,117.50 -- 1,954,953.00 (430.42) 2.007 1.596 BBB 245490001 LC-RCTC 2017 PRJ: Sales Tax 61746BDY9 Corporate Morgan Stanley 02/O1/2019 07/20/2017 1,950,000.00 1,981,200.00 --- 1,977,768.00 334.49 2.686 1.651 A 245490001 LC-RCTC 2017 PRJ: Sales Tax 94988J5G8 Corporate Wells Fargo Bank, National Association 12/06/2019 07/19/2017 2,000,000.00 2,014,280.00 -- 2,010,560.00 (2,633.21) 2.150 1.902 AA 245490001 LC-RCTC 2017 PRJ: Sales Tax 06367TPX2 Corporate Bank of Montreal 12/12/2019 07/19/2017 1,630,000.00 1,637,318.70 --- 1,635,851.70 (915.49) 2.100 1.932 A 44 Page 17 of 36 ISFRIVERSIDE COUNTY TRANSPORTATION COMMISSION 2017 Financing STAMP Portfolio by Investment Category for quarter ended September 30, 2017 Source Account 245490001 Account LC-RCTC 2017 PRJ: Sales Tax Identifier 865622CF9 ecun ype Category Corporate ma Maturity O1/11/2019 Trade Date 07/19/2017 Base Market Value Base Net Total Unrealized Gain/Loss Coupon Summarized Yield Credit Rating Issuer Sumitomo Mitsui Banking Corporation Current Face Value 2,000,000.00 Original Cost 2,008,280.00 e: a Date --- 2,008,400.00 1,172.41 1.845 1.549 A 245490001 LC-RCTC 2017 PRJ: Sales Tax 0258MOEJ4 Corporate American Express Credit Corporation 05/03/2019 07/19/2017 2,000,000.00 2,006,000.00 04/02/2019 2,005,060.00 (309.40) 1.641 1.499 A 245490001 LC-RCTC 2017 PRJ: Sales Tax 375558BQ5 Corporate Gilead Sciences, Inc. 09/20/2019 09/14/2017 340,000.00 340,000.00 --- 340,714.00 714.00 1.576 1.477 A 240907004 LC-RCTC Toll Revenue: - I-15 38141EA25 Corporate The Goldman Sachs Group, Inc. 02/15/2019 07/25/2017 1,000,000.00 1,084,540.00 --- 1,074,010.00 (2,562.92) 7.500 2.023 A 240907004 LC-RCTC Toll Revenue: - I-15 46625HHL7 Corporate JPMorgan Chase & Co. 04/23/2019 07/25/2017 1,000,000.00 1,075,520.00 --- 1,067,080.00 (2,114.45) 6.300 1.931 A 240907004 LC-RCTC Toll Revenue: - I-15 03523TAN8 Corporate Anheuser-Busch InBev Worldwide Inc. O1/15/2020 07/26/2017 1,000,000.00 1,084,440.00 --- 1,076,070.00 (3,451.39) 5.375 1.967 A 240907004 LC-RCTC Toll Revenue: - I-15 38141EA58 Corporate The Goldman Sachs Group, Inc. 03/15/2020 07/26/2017 500,000.00 540,800.00 --- 537,135.00 (1,468.12) 5.375 2.255 A 240907004 LC-RCTC Toll Revenue: -I-15 94973VBE6 Corporate Anthem, Inc. 07/15/2018 07/26/2017 1,500,000.00 1,509,105.00 --- 1,506,495.00 (1,208.11) 2.300 1.747 A 240907004 LC-RCTC Toll Revenue: - I-15 74432QBW4 Corporate Prudential Financial, Inc. 08/15/2018 07/26/2017 1,500,000.00 1,510,920.00 -- 1,509,735.00 357.35 2.300 1.552 A 240907004 LC-RCTC Toll Revenue: - I-15 718172BF5 Corporate Philip Morris International Inc. O1/15/2019 07/26/2017 1,000,000.00 1,003,040.00 --- 1,002,660.00 (77.21) 1.875 1.666 A 240907004 LC-RCTC Toll Revenue: - I-15 61746BDM5 Corporate Morgan Stanley O1/24/2019 07/25/2017 1,000,000.00 1,009,060.00 -- 1,008,360.00 189.00 2.500 1.855 A 240907004 LC-RCTC Toll Revenue: - I-15 0258MODK2 Corporate American Express Credit Corporation 03/18/2019 07/25/2017 1,000,000.00 1,006,560.00 --- 1,005,440.00 (545.39) 2.125 1.748 A 240907004 LC-RCTC Toll Revenue: - I-15 06051GFD6 Corporate Bank of America Corporation 04/O1/2019 07/26/2017 1,000,000.00 1,012,030.00 -- 1,009,000.00 (2,000.03) 2.650 2.040 BBB 240907004 LC-RCTC Toll Revenue: - I-15 172967HM6 Corporate Citigroup Inc. 04/08/2019 07/25/2017 1,000,000.00 1,010,110.00 --- 1,008,610.00 (643.74) 2.550 1.974 BBB 240907004 LC-RCTC Toll Revenue: - I-15 22546QAN7 Corporate Credit Suisse AG 05/28/2019 07/26/2017 1,000,000.00 1,009,340.00 -- 1,006,520.00 (2,085.69) 2.300 1.899 A 240907004 LC-RCTC Toll Revenue: - I-15 89114QAS7 _ Corporate The Toronto -Dominion Bank 07/02/2019 07/27/2017 1,000,000.00 1,007,670.00 --- 1,005,070.00 (2,026.60) 2.125 1.830 AA 240907004 LC-RCTC Toll Revenue:-I-15 90261XHE5 Corporate UBS AG 08/14/2019 07/25/2017 850,000.00 857,505.50 -- 857,191.00 214.27 2.375 1.913 A 240907004 LC-RCTC Toll Revenue: - I-15 4042811PN6 Corporate HSBC USA Inc. 11/13/2019 07/26/2017 1,000,000.00 1,010,720.00 --- 1,007,120.00 (2,936.14) 2.375 2.036 A 240907004 LC-RCTC Toll Revenue:-I-15 17401QAB7 Corporate Citizens Bank, National Association 12/04/2019 07/26/2017 1,000,000.00 1,008,450.00 11/04/2019 1,007,660.00 (260.06) 2.450 2.075 A 240907004 LC-RCTC Toll Revenue: - I-15 4662511KA7 Corporate JPMorgan Chase & Co. O1/23/2020 07/25/2017 500,000.00 503,005.00 12/23/2019 502,690.00 (136.13) 2.250 2.002 A 240907004 LC-RCTC Toll Revenue: - I-15 61747YDW2 Corporate Morgan Stanley O1/27/2020 07/25/2017 500,000.00 506,130.00 -- 505,730.00 (48.70) 2.650 2.142 A 240907004 LC-RCTC Toll Revenue: - I-15 780082AA1 Corporate Royal Bank of Canada 02/05/2020 07/26/2017 1,500,000.00 1,497,390.00 --- 1,496,625.00 (913.40) 1.875 1.973 AAA 240907004 LC-RCTC Toll Revenue: - I-15 172967B1 Corporate Citigroup Inc. 02/18/2020 07/25/2017 500,000.00 503,600.00 -- 503,725.00 325.27 2.400 2.078 BBB 240907004 LC-RCTC Toll Revenue: - I-15 446438RN5 Corporate Huntington National Bank, The 06/30/2018 07/27/2017 1,500,000.00 1,505,700.00 --- 1,503,555.00 (1,215.46) 2.000 1.680 A 240907004 LC-RCTC Toll Revenue: - I-15 69353REV6 Corporate PNC Bank, National Association 03/04/2019 07/26/2017 1,000,000.00 1,003,210.00 02/02/2019 1,002,670.00 (235.85) 1.950 1.748 A 240907004 LC-RCTC Toll Revenue: -I-15 07330NAL9 Corporate Branch Banking and Trust Company 05/10/2019 07/27/2017 1,000,000.00 995,340.00 04/10/2019 994,330.00 (1,391.88) 1.450 1.808 A 240907004 LC-RCTC Toll Revenue:-I-15 49327M2P8 Corporate Keybank National Association 08/22/2019 07/24/2017 1,000,000.00 995,550.00 -- 994,640.00 (1,224.17) 1.600 1.889 A 240907004 LC-RCTC Toll Revenue: -I-15 24422ETJ8 Corporate John Deere Capital Corporation 10/09/2019 07/26/2017 1,125,000.00 1,114,650.00 --- 1,113,401.25 (1,934.21) 1.250 1.770 A 240907004 LC-RCTC Toll Revenue:-I-15 06367TPX2 Corporate Bank of Montreal 12/12/2019 07/26/2017 1,000,000.00 1,005,160.00 -- 1,003,590.00 (1,260.54) 2.100 1.932 A 240907004 LC-RCTC Toll Revenue: - I-15 14912L6Y2 Corporate Caterpillar Financial Services Corporation O1/10/2020 07/26/2017 1,000,000.00 1,008,020.00 --- 1,005,320.00 (2,231.61) 2.100 1.860 A 240907004 LC-RCTC Toll Revenue: - I-15 0258MOEE5 Corporate American Express Credit Corporation 03/03/2020 07/25/2017 500,000.00 503,990.00 02/01/2020 502,615.00 (1,150.61) 2.200 1.970 A 240907004 LC-RCTC Toll Revenue: - I-15 375558BQ5 Corporate Gilead Sciences, Inc. 09/20/2019 09/14/2017 595,000.00 595,000.00 --- 596,249.50 1,249.50 1.576 1.477 A 245490001 LC-RCTC 2017 PRJ: Sales Tax 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 09/30/2017 -- 0.00 189,582.58 -- 189,582.58 0.00 0.000 0.000 NA 240907004 LC-RCTC Toll Revenue: - I-15 31846V203 MM Fund First American Funds, Inc. 09/30/2017 09/29/2017 0.00 364,346.66 --- 364,346.66 0.00 0.630 0.620 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 6095586A4 Muni Monmouth, County of 11/O1/2017 07/19/2017 800,000.00 805,472.00 -- 801,808.00 94.55 3.850 1.284 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 56045RKF5 Muni Maine Municipal Bond Bank 11/O1/2017 07/19/2017 1,020,000.00 1,020,173.40 --- 1,020,030.60 (114.68) 1.350 1.309 AA 240907004 LC-RCTC Toll Revenue: - I-15 392274A89 Muni Greater Orlando Aviation Authority. 10/O1/2019 07/26/2017 700,000.00 724,094.00 -- 719,964.00 (2,547.32) 3.483 2.025 AA 240907004 LC-RCTC Toll Revenue: - I-15 912828F54 US Gov Treasury, United States Department of 10/15/2017 --- 6,000,000.00 5,998,593.75 --- 5,999,640.00 133.87 0.875 1.008 AAA 240907004 LC-RCTC Toll Revenue: - I-15 912828M23 US Gov Treasury, United States Department of 10/31/2017 09/29/2017 3,500,000.00 3,500,633.98 -- 3,500,455.00 (139.36) 1.221 1.096 AAA 153,353,086.86 152,528,316.29 154,452,046.26 1,944,368.96 45 Page 18 of 36 PIRIVERSIDE COUNTY TRANSPORTATION COMMISSION 2017 Financing STAMP Portfolio by Account for quarter ended September 30, 2017 ATTACHMENT 11 II� Current Face ext Call Base Net Total Summarized turns Trade Date Value Orioinal Cost Date Base Markel Value Unrealized Gain/Loss Cou on Yield Credit Rating 240907004 LC-RCTC Toll Revenue: - I-15 240907004 LC-RCTC Toll Revenue: -1-15 65477PAD3 Asset Backed 587729AD6 Asset Backed Nissan Auto Receivables 2014-A Owner Trust Mercedes-Benz Auto Receivables Trust 2014-1 08/17/2020 07/25/2017 798,253.93 41/16/2020 07/25/2017 765,000.00 797,910.93 764,551.76 798,022.43 764,892.90 93.80 258.24 1.340 1.416 1.310 1.341 AAA AAA 240907004 LC-RCTC Toll Revenue: -1-15 43814KAD3 Asset Backed Honda Auto Receivables 2015-1 Owner Trust 11/16/2020 07/24/2017 887,000.00 885,995.19 886,521.02 360.51 1.320 1.396 AAA 240907004 LC-RCTC Toll Revenue: - I-15 47787UAE3 Asset Backed John Deere Owner Trust 2015 12/15/2021 07/24/2017 747,000.00 747,350.16 747,014.94 (272.80) 1.650 1.653 AAA 240907004 LC-RCTC Toll Revenue: -1-15 43814LAC3 Asset Backed Honda Auto Receivables 2015-4 Owner Trust 09/23/2019 07/24/2017 1,451,583.51 1,448,521.57 - 1,449,101.30 127.22 1.230 1.489 AAA 240907004 LC-RCTC Toll Revenue: - I-15 161571HC1 Asset Backed Chase Issuance Trust 06/17/2019 07/26/2017 750,000.00 745,576.17 745,095.00 (820.69) 1.370 1.763 AAA 240907004 LC-RCTC Toll Revenue: -1-15 05581OAE8 Asset Backed BMW Vehicle Lease Trust 2015-2 02/20/2019 07/28/2017 965,000.00 965,414.64 965,193.00 (113.32) 1.550 1.508 AAA 240907004 LC-RCTC Toll Revenue: - I-15 05582XAD4 Asset Backed Bmw Vehicle Lease Trust 2016-2 09/20/2019 07/27/2017 965,000.00 963,002.14 962,047.10 (1,233.19) 1.430 1.769 AAA 240907004 LC-RCTC Toll Revenue: -1-15 58768MAC5 Asset Backed Mercedes-Benz Auto Lease Trust 2016-6 O8/15/2019 07/25/2017 1,000,000.00 997,695.31 997,260.00 (793.04) 1.350 1.694 AAA 240907004 LC-RCTC Toll Revenue: - I-15 58769DAD2 Asset Banked Mercedes-Benz Auto Lease Trust 2017-A 03/16/2020 07/27/2017 965,000.00 965,942.38 966,109.75 257.49 1.790 1.710 AAA 240907004 LC-RCTC Toll Revenue: -1-15 65602UES3 CD The Norivchukiv Bank 10/12/2017 08/24/2017 2,000,000.00 2,001,985.90 - 2,000,620.00 164.90 2.019 1.155 AAA 240907004 LC-RCTC Toll Revenue: - I-15 86563YHD8 CD Sumitomo Mitsui Banking Corporation 10/12/2017 07/26/2017 2,500,000.00 2,500,996.63 2,500,275.00 103.71 1.500 1.153 AAA 240907004 LC-RCTC Toll Revenue: -1-15 83369YEX0 CD Societe Generale 10/20/2017 09/25/2017 1,950,000.00 1,950,288.66 - 1,950,273.00 53.62 1.450 1.181 AAA 240907004 LC-RCTC Toll Revenue: - I-15 63873FY93 CD Natixis 11/01/2017 08/22/2017 1,600,000.00 1,601,517.84 1,600,832.00 159.81 1.801 1.229 AAA 240907004 LC-RCTC Toll Revenue: -1-15 17305TSH6 CD Citibank, N.A. 11/27/2017 07/25/2017 2,500,000.00 2,500,000.00 - 2,500,000.00 1.320 1.317 AAA 240907004 LC-RCTC Toll Revenue: - I-15 05582WZT4 CD BNP Paribas 12/08/2017 07/25/2017 2,500,000.00 2,500,000.00 2,500,675.00 675.00 1.360 1.216 AAA 240907004 LC-RCTC Toll Revenue: -1-15 17305TRV6 CD Citibank, N.A. 10/04/2017 09/14/2017 1,625,000.00 1,625,105.48 - 1,625,000.00 (15.82) 1.320 1.316 AAA 240907004 LC-RCTC Toll Revenue: - I-15 06538NFU6 CD The Bank of Tokyo -Mitsubishi UFJ, Ltd. 10/13/2017 09/14/2017 1,900,000.00 1,900,322.96 1,900,247.00 113.36 1.540 1.162 AAA 240907004 LC-RCTC Toll Revenue: -1-15 89113XFD1 CD The Toronto -Dominion Bank 10/16/2017 09/15/2017 2,000,000.00 2,000,000.00 - 2,000,000.00 1.180 1.179 AAA 240907004 LC-RCTC Toll Revenue: - I-15 22534H038 CD Credit Agricole Corporate and Investment Bank 10/18/2017 09/18/2017 1,900,000.00 1,900,000.00 1,900,000.00 1.170 1.170 AAA 240907004 LC-RCTC Toll Revenue: -1-15 60683BBF9 CD Mitsubishi UF1 Trust & Banking Corp 10/20/2017 09/19/2017 1,950,000.00 1,950,000.00 - 1,949,980.50 (19.50) 1.210 1.228 AAA 240907004 LC-RCTC Toll Revenue: - I-15 38141EA25 Corporate The Goldman Sachs Group, Inc. 02/15/2019 07/25/2017 1,000,000.00 1,084,540.00 1,074,010.00 (2,562.92) 7.500 2.023 A 240907004 LC-RCTC Toll Revenue: -1-15 4662511HL7 Corporate JPMorgan Chase & Co. 04/23/2019 07/25/2017 1,000,000.00 1,075,520.00 - 1,067,080.00 (2,114.45) 6.300 1.931 A 240907004 LC-RCTC Toll Revenue: - I-15 03523TAN8 Corporate Anheuser-Busch InBev Worldwide Inc. O1/15/2020 07/26/2017 1,000,000.00 1,084,440.00 1,076,070.00 (3,451.39) 5.375 1.967 A 240907004 LC-RCTC Toll Revenue: -1-15 38141EA58 Corporate The Goldman Sachs Group, Inc. 03/15/2020 07/26/2017 500,000.00 540,800.00 537,135.00 (1,468.12) 5.375 2.255 A 240907004 LC-RCTC Toll Revenue: - I-15 94973VBE6 Corporate Anthem, Inc. 07/15/2018 07/26/2017 1,500,000.00 1,509,105.00 1,506,495.00 (1,208.11) 2.300 1.747 A 240907004 LC-RCTC Toll Revenue: -1-15 74432OBW4 Corporate Prudential Financial, Inc. O8/15/2018 07/26/2017 1,500,000.00 1,510,920.00 - 1,509,735.00 357.35 2.300 1.552 A 240907004 LC-RCTC Toll Revenue: - I-15 7181726E5 Corporate Philip Moms International Inc. O1/15/2019 07/26/2017 1,000,000.00 1,003,040.00 1,002,660.00 (77.21) 1.875 1.666 A 240907004 LC-RCTC Toll Revenue: -1-15 61746BDM5 Corporate Morgan Stanley O1/24/2019 07/25/2017 1,000,000.00 1,009,060.00 - 1,008,360.00 189.00 2.500 1.855 A 240907004 LC-RCTC Toll Revenue: - I-15 0258MODK2 Corporate American Express Credit Corporation 03/18/2019 07/25/2017 1,000,000.00 1,006,560.00 1,005,440.00 (545.39) 2.125 1.748 A 240907004 LC-RCTC Toll Revenue: -1-15 06051GFD6 Corporate Bank ofAmeri. Corporation 04/01/2019 07/26/2017 1,000,000.00 1,012,030.00 - 1,009,000.00 (2,000.03) 2.650 2.040 BBB 240907004 LC-RCTC Toll Revenue: - I-15 172967HM6 Corporate Citigroup Inc. 04/08/2019 07/25/2017 1,000,000.00 1,010,110.00 1,008,610.00 (643.74) 2.550 1.974 BBB 240907004 LC-RCTC Toll Revenue: -1-15 22546OAN7 Corporate Credit Suisse AG 05/28/2019 07/26/2017 1,000,000.00 1,009,340.00 - 1,006,520.00 (2,085.69) 2.300 1.899 A 240907004 LC-RCTC Toll Revenue: - I-15 89114QAS7 Corporate The Toronto -Dominion Bank 07/02/2019 07/27/2017 1,000,000.00 1,007,670.00 1,005,070.00 (2,026.60) 2.125 1.830 AA 240907004 LC-RCTC Toll Revenue: -1-15 90261XHE5 Corporate UBS AG O8/14/2019 07/25/2017 850,000.00 857,505.50 857,191.00 214.27 2.375 1.913 A 240907004 LC-RCTC Toll Revenue: - I-15 40428HPN6 Corporate HSBC USA Inc. 11/13/2019 07/26/2017 1,000,000.00 1,010,720.00 1,007,120.00 (2,936.14) 2.375 2.036 A 240907004 LC-RCTC Toll Revenue: -1-15 17401QAB7 Corporate Citizens Bank, National Association 12/04/2019 07/26/2017 1,000,000.00 1,008,450.00 11/04/2019 1,007,660.00 (260.06) 2.450 2.075 A 240907004 LC-RCTC Toll Revenue: - I-15 46625HKA7 Corporate WMorgan Chase & Co. O1/23/2020 07/25/2017 500,000.00 503,005.00 12/23/2019 502,690.00 (136.13) 2.250 2.002 A 240907004 LC-RCTC Toll Revenue: -1-15 61747YDW2 Corporate Morgan Stanley O1/27/2020 07/25/2017 500,000.00 506,130.00 505,730.00 (48.70) 2.650 2.142 A 240907004 LC-RCTC Toll Revenue: - I-15 780082AA1 Corporate Royal Bank of Canada 02/05/2020 07/26/2017 1,500,000.00 1,497,390.00 1,496,625.00 (913.40) 1.875 1.973 AAA 240907004 LC-RCTC Toll Revenue: -1-15 1729671/1 Corporate Citimuup Inc. 02/18/2020 07/25/2017 500,000.00 503,600.00 503,725.00 325.27 2.400 2.078 BBB 240907004 LC-RCTC Toll Revenue: - I-15 446438RN5 Corporate Hmtington National Bank, The 06/30/2018 07/27/2017 1,500,000.00 1,505,700.00 1,503,555.00 (1,215.46) 2.000 1.680 A 240907004 LC-RCTC Toll Revenue: -1-15 69353REV6 Corporate PNC Bank, National Association 03/04/2019 07/26/2017 1,000,000.00 1,003,210.00 02/02/2019 1,002,670.00 (235.85) 1.950 1.748 A 240907004 LC-RCTC Toll Revenue: - I-15 07330NAL9 Corporate Branch Banking and Trust Company 05/10/2019 07/27/2017 1,000,000.00 995,340.00 04/10/2019 994,330.00 (1,391.88) 1.450 1.808 A 240907004 LC-RCTC Toll Revenue: -1-15 49327M2P8 Corporate Keybank National Association O8/22/2019 07/24/2017 1,000,000.00 995,550.00 994,640.00 (1,224.17) 1.600 1.889 A 240907004 LC-RCTC Toll Revenue: - I-15 24422ETJ8 Corporate John Deere Capital Corporation 10/09/2019 07/26/2017 1,125,000.00 1,114,650.00 1,113,401.25 (1,934.21) 1.250 1.770 A 240907004 LC-RCTC Toll Revenue: -1-15 06367TPX2 Corporate Bank of Montreal 12/12/2019 07/26/2017 1,000,000.00 1,005,160.00 - 1,003,590.00 (1,260.54) 2.100 1.932 A 240907004 LC-RCTC Toll Revenue: - I-15 14912L6Y2 Corporate Caterpillar Financial Services Corporation O1/10/2020 07/26/2017 1,000,000.00 1,008,020.00 1,005,320.00 (2,231.61) 2.100 1.860 A 240907004 LC-RCTC Toll Revenue: -1-15 0258MOEE5 Corporate American Express Credit Corporation 03/03/2020 07/25/2017 500,000.00 503,990.00 02/O1/2020 502,615.00 (1.,150.61) 2.200 1.970 A 240907004 LC-RCTC Toll Revenue: - I-15 375558605 Corporate Gilead Sciences, Inc. 09/20/2019 09/14/2017 595,000.00 595,000.00 596,249.50 1,249.50 1.576 1.477 A 240907004 LC-RCTC Toll Revenue: -1-15 4497W0Y10 CP ING (U.S.) Funding LLC 11/01/2017 08/24/2017 1,700,000.00 1,695,796.75 - 1,698,283.00 171.42 0.000 1.140 AAA 240907004 LC-RCTC Toll Revenue: - I-15 2253332(27 CP Credit Agricole Corporate and Investment Bank 10/02/2017 09/O1/2017 2,500,000.00 2,497,395.15 2,500,000.00 84.03 0.000 0.000 AAA 240907004 LC-RCTC Toll Revenue: -1-15 4497WOXA1 CP ING (U.S.) Funding LLC 10/10/2017 09/05/2017 1,086,000.00 1,084,722.44 - 1,085,706.78 35.30 0.000 0.974 AAA 240907004 LC-RCTC Toll Revenue: - I-15 00280NXH8 CP Abbey National Treasury Services PLC 10/17/2017 09/26/2017 1,800,000.00 1,798,718.99 1,799,100.00 76.01 0.000 1.062 AAA 240907004 LC-RCTC Toll Revenue: -1-15 63873601.3 CP Nati s 10/31/2017 09/07/2017 1,000,000.00 998,110.00 999,030.00 80.00 0.000 1.130 AAA 240907004 LC-RCTC Toll Revenue: - I-15 87019RYF7 CP Swedbank AB 11/15/2017 07/25/2017 2,500,000.00 2,489,720.15 2,496,125.00 845.34 0.000 1.218 AAA 240907004 LC-RCTC Toll Revenue: -1-15 46640PY64 CP I.P. Morgan Securities LLC 11/06/2017 07/25/2017 2,500,000.00 2,490,343.75 - 2,496,925.00 830.90 0.000 1.201 AAA 240907004 LC-RCTC Toll Revenue: - I-15 619791X44 CP Motiva Enterprises LLC 10/04/2017 09/06/2017 1,975,000.00 1,972,695.83 1,974,861.75 108.63 0.000 0.631 AA 240907004 LC-RCTC Toll Revenue: -1-15 43357LXA5 CP Hitachi Capital America Corp. 10/10/2017 09/08/2017 1,950,000.00 1,947,348.00 - 1,949,473.50 219.38 0.000 0.974 AA 240907004 LC-RCTC Toll Revenue: - I-15 23336GXA4 CP DTE Electric Company 10/10/2017 09/15/2017 1,000,000.00 999,125.00 999,730.00 45.00 0.000 0.974 AAA 240907004 LC-RCTC Toll Revenue: -1-15 78355AXP4 CP Ryder System, Inc. 10/23/2017 09/18/2017 1,950,000.00 1,947,458.51 - 1,948,615.50 259.99 0.000 1.115 AA 240907004 LC-RCTC Toll Revenue: - I-15 927801XD8 CP Virginia Electric and Power Company 10/13/2017 09/20/2017 800,000.00 799,320.22 799,704.00 58.67 0.000 1.027 AAA 240907004 LC-RCTC Toll Revenue: -1-15 927801XB2 CP Virginia Electric and Power Company 10/11/2017 09/22/2017 1,975,000.00 1,973,850.12 - 1,974,407.50 126.18 0.000 0.984 AAA 240907004 LC-RCTC Toll Revenue: - I-15 711121XC3 CP The Peoples Gas Light And Coke Company 10/12/2017 09/28/2017 2,225,000.00 2,223,939.41 2,224,243.50 140.92 0.000 1.023 AAA 240907004 LC-RCTC Toll Revenue: -1-15 26055AXP6 CP The Dow Chemical Company - 1,798,722.00 AA 240907004 LC-RCTC Toll Revenue: -1-15 23336GY39 CP DTE Electric Company 998,784.72 998,870.00 AAA 240907004 LC-RCTC Toll Revenue: -1-15 31846V203 MIA Fund First American Funds, Inc. 364,346.66 364,346.66 AAA 392274A89 Muni Greater Orlando Aviation Authority. 724,094.00 719,964.00 AA 240907004 LC-RCTC Toll Revenue: -1-15 912828F54 US Gov Treasury, United Stat. Department of 10/15/2017 - 6,000,000.00 5,998,593.75 - 5,999,640.00 AAA 240907004 LC-RCTC Toll Revenue: -1-15 9I2828M23 US Gov Treasury, United Stat. Department of 3,500,455.00 AAA 98,450,659.88 Fodord Homo Logo, Mortgage Cott, 1,807,470.00 AAA Federal National Mortgage Association 845,158.08 842,209.59 AAA Fodor.," Homo L000 Mortgage Corp 1,269,935.72 AAA 16157IGQ1 Asset Backed Chase Issuance Trust 11/15/2017 09/14/2017 100,000.00 99,968.75 100,007.00 AAA 43814JAC8 Asset Backed Honda Auto Receivables 2014-4 Owner Trust 48,391.08 48,336.26 48,365.92 AAA 43814JAD6 Asset Backed Honda Auto Receivables 2014-4 Owner Trust 2,354,976.45 AAA 89190AAD2 Asset Backed Toyota Auto Receivables 2014-C Owner Trust 1,999,540.00 Merced. -Benz Auto Lease Trust 2015-B 457,788.06 65478QADO Asset Backed Nissan Auto Le.e Trust 2016-A 1,999,760.00 46 Page 19 of 36 PIRIVERSIDE COUNTY TRANSPORTATION COMMISSION 2017 Financing STAMP Portfolio by Account for quarter ended September 30, 2017 Source Security Type Account Account Identifier Cate or Issuer Current Face turity Trade Date Value ext Call Base Net Total Summarized Cost Date Base Market Value Unrealized Gain/Loss Cou on Yield Credit Hadn't 245490001 LC-RCTC 2017 PRJ: Sales T 161571HG2 Asset Backed 245490001 LC-RCTC 2017 PRJ: Sales T 05581QAE8 Asset Backed Chase Issuance Trust BMW Vehicle Lease Trust 2015-2 245490001 LC-RCTC 2017 PRJ: Sales T 22549V5V1 CD Credit Suisse Group AG 245490001 LC-RCTC 2017 PRJ: Sales T 65602UPZ5 CD 245490001 LC-RCTC 2017 PRJ: Sales Tax 05582WZS6 CD 245490001 LC-RCTC 2017 PRJ: Sales T 245490001 LC-RCTC 2017 PRJ: Sales T 245490001 LC-RCTC 2017 PRJ: Sales T 245490001 LC-RCTC 2017 PRJ: Sales T 245490001 LC-RCTC 2017 PRJ: Sales T 245490001 LC-RCTC 2017 PRJ: Sales T 245490001 LC-RCTC 2017 PRJ: Sales T 245490001 LC-RCTC 2017 PRJ: Sales T 245490001 LC-RCTC 2017 PRJ: Sales T The Norivchukin Bank BNP Paribas 06538NFU6 CD The Bank of Tokyo -Mitsubishi UFJ, Ltd 83369YTU0 CD Societe Generale 38141GVK7 Corporate The Goldman Sachs Group, Inc. 06051GEY1 Corporate Bank of America Corporation 89114QAV0 Corporate The Toronto -Dominion Bank 21688AAD4 Corporate Coopemtieve Rabobank U.A 172967JQ5 Corporate Ci group Inc 61746BDY9 Corporate 988J5G8 Corporate Morgan Stanle' Wells Fargo Bank, National Association 01/16/2018 02/20/2019 11/07/2017 10/27/2017 07/20/2017 2,000,000.00 1,996,875.00 07/19/2017 2,000,000.00 2,000,937.50 09/22/2017 1,150,000.00 1,150,191.36 07/20/2017 3,000,000.00 3,001,425.39 0 /22/2018 07/20/2017 3,000,000.00 3,000,000.00 0/13/2017 09/14/2017 1,100,000.00 1,100,186.98 0/31/2017 09/18/2017 1,150,000.00 1,150,045.26 04/30/2018 07/20/2017 2,000,000.00 2,014,500.00 0 /15/2019 07/19/2017 1,500,000.00 1,518,015.00 /05/2019 07/20/2017 2,000,000.00 2,019,800.00 0 /14/2020 07/20/2017 2,000,000.00 2,016,800.00 04R7/2018 07/20/2017 I950,000.00 1,957,117.50 02/01/2019 07/20/2017 1,950,000.00 1,981,200.00 2/06/2019 07/19/2017 2,000,000.00 2,014,280.00 1,998,360.00 2,000,400.00 1,150,218.50 3,000,660.00 3,001,170.00 1,100,143.00 1,150,115.00 2,011,800.00 1,514,745.00 2,015,340.00 2,012,740.00 1,954,953.00 1,977,768.00 2,010,560.00 281.15 (246.97) 53.84 285.66 1,170.00 65.63 82.67 794.60 2.511 1.542 (968.08) 2.344 1.619 BBB (2,930.40) 2.250 1.875 AA (2,847.30) 2.250 1.964 AA (430.42) 2.007 1.596 BBB 334.49 2.686 1.651 A (2,633.21) 2.150 1.902 AA 1.381 1.100 1.550 1.508 1.410 1.223 1.500 1.197 AAA AAA AAA AAA .450 1.323 AAA .540 1.162 AAA .310 1.192 AAA A 245490001 LC-RCTC 2017 PRJ: Sales T 06367TPX2 Corporate Bank of Montreal 2/12/2019 07/19/2017 1,630,000.00 1,637,318.70 1,635,851.70 (915.49) 2.100 1.932 A 245490001 LC-RCTC 2017 PRJ: Sales T 865622CF9 Corporate Sumitomo Mitsui Banking Corporation 0 /11/2019 07/19/2017 2,000,000.00 2,008,280.00 2,008,400.00 1,172.41 1.845 1.549 A 245490001 LC-RCTC 2017 PRJ: Sales T 0258M0E14 Corporate American Express Credit Corporation 05/03/2019 07/19/2017 2,000,000.00 2,006,000.00 04/02/2019 2,005,060.00 (309.40) 1.641 1.499 A 245490001 LC-RCTC 2017 PRJ: Sales T 375558605 Corporate Gilead Sciences, Inc. 09/20/2019 09/14/2017 340,000.00 340,000.00 340,714.00 714.00 1.576 1.477 A 245490001 LC-RCTC 2017 PRJ: Sales T 245490001 LC-RCTC 2017 PRJ: Sales T 245490001 LC-RCTC 2017 PRJ: Sales T 245490001 LC-RCTC 2017 PRJ: Sales T 46640PX24 CP J.P. Morgan Securities LLC 87019RXG6 CP Swedbank AB 4497W0XAI CP 34108AXH5 CP ING (U.S.) Funding LLC Florida Power & Light Company 0/02/2017 09/14/2017 850,000.00 849,518.33 850,000.00 28.33 0.000 0.000 AAA 0/16/2017 09/26/2017 450,000.00 449,700.00 449,788.50 13.50 0.000 1.061 AAA 0/10/2017 09/25/2017 1,125,000.00 1,124,512.50 0/17/2017 07/20/2017 3,000,000.00 2,989,987.50 1,124,696.25 2,998,500.00 33.75 0.000 0.974 AAA 300.00 0.000 1.062 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 619791X44 CP Motiya Enterprises LLC 10/04/2017 09/06/2017 1,125,000.00 1,123,687.50 1,124,921.25 61.88 0.000 0.631 A k 245490001 LC-RCTC 2017 PRJ: Sales Tax 43357LX63 CP HITACHI CAPITAL AMERICA CORP 0/11/2017 09/11/2017 I125,000.00 1,123,640.63 1,124,662.50 131.25 0.000 0.984 AA 245490001 LC-RCTC 2017 PRJ: Sales Tax 78355A3CP4 CP Ryder System, Inc. 0/23/2017 09/18/2017 425,000.00 424,446.08 424,698.25 56.67 0.000 1.115 AA 245490001 LC-RCTC 2017 PRJ: Sales Tax 71112JXC3 CP The Peoples Gas Light And Coke Company 0/12/2017 09/28/2017 I125,000.00 I124,463.75 1,124,617.50 71.25 0.000 1.023 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 23336G)0C4 CP DTE Electric Compan 0/31/2017 09/28/2017 I000,000.00 998,845.00 999,030.00 80.00 0.000 1.130 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 09/30/2017 0.00 189,582.58 189,582.58 0.000 0.000 NA 245490001 LC-RCTC 2017 PRJ: Sales Tax 6095586A4 Muni Monmouth, County of 245490001 LC-RCTC 2017 PRJ: Sales Tax 56045RICF5 Muni Mame Mmncrpal Bond Bank /01/2017 07/19/2017 800,000.00 805,472.00 /01/2017 07/19/2017 1,020,000.00 1,020,173.40 801,808.00 1,020,030.60 94.55 3.850 1.284 AAA (114.68) 1.350 1.309 AA 56,001,386.37 47 Page 20 of 36 FrRIVERSIDE COUNTY TRANSPORTATION COMMISSION 2017 Financing STAMP Portfolio Transaction Report by Account Quarter ended September 30, 2017 ATTACHMENT 12 Source Base Base Change In Beginning Base Base Maturities and Net Total Realized Amortization/A Net Unrealized Ending Base Ending Accrued 240907004 LC-RCTC Toll Revenue: - I-15 38141E425 GOLDMAN SACHS GROUP INC (7,967.08) (2,562.92) 1,074,010.00 9,583.33 240907004 LC-RCTC Toll Revenue: - I-15 46625HHL7 JPMORGAN CHASE & CO (6,325.55) (2,114.45) 1,067,080.00 27,650.00 240907004 LC-RCTC Toll Revenue: - I-15 03523TAN8 ANHEUSER-BUSCH INBEV NV (4,918.61) (3,451.39) 1,076,070.00 11,347.22 240907004 LC-RCTC Toll Revenue: - I-15 38141E458 GOLDMAN SACHS GROUP INC 240907004 LC-RCTC Toll Revenue: - I-15 392274489 GREATER ORLANDO AVIATION AUTH ORLANDO FLA ARPT FAC (2,196.88) (1,468.12) 537,135.00 1,194.44 (1,582.68) (2,547.32) 719,964.00 12,190.50 240907004 LC-RCTC Toll Revenue: - I-15 74432QBW4 PRUDENTIAL FINANCIAL INC (1,542.35) 357.35 1,509,735.00 4,408.33 240907004 LC-RCTC Toll Revenue: - I-15 65602UES3 The Norinchuhw Bank 2,001,985.90 (1,530.80) 164.90 2,000,620.00 9,086.00 240907004 LC-RCTC Toll Revenue: - I-15 94973VBE6 ANTHEM INC (1,401.89) (1,208.11) 1,506,495.00 7,283.33 240907004 LC-RCTC Toll Revenue: - I-15 63873FU63 Natixis 1,501,284.12 (1,500,000.00) (1,284.12) 240907004 LC-RCTC Toll Revenue: - I-15 06051GFD6 BANK OF AMERICA CORP (1,029.97) (2,000.03) 1,009,000.00 13,250.00 240907004 LC-RCTC Toll Revenue: - I-15 446438RN5 HUNTINGTON NATIONAL BANK (929.54) (1,215.46) 1,503,555.00 7,583.33 240907004 LC-RCTC Toll Revenue: - I-15 86563YEC3 Sumitomo Mitsui Banking Corporation (2,450,000.00) (918.77) 240907004 LC-RCTC Toll Revenue: - I-15 61746BDM5 MORGAN STANLEY (889.00) 189.00 1,008,360.00 4,652.78 240907004 LC-RCTC Toll Revenue: - I-15 172967HM6 CITIGROUP INC (856.26) (643.74) 1008,610.00 12,254.17 240907004 LC-RCTC Toll Revenue: - I-15 63873FY93 Natixis 240907004 LC-RCTC Toll Revenue: - I-15 86563YHD8 Sumitomo Mitsui Banking Corporation 1,601,517.84 (845.65) 159.81 1,600,832.00 4,881.52 (825.33) 103.71 2,500,275.00 36,770.83 240907004 LC-RCTC Toll Revenue: - I-15 22546Q4N7 CREDIT SUISSE AG (NEW YORK BRANCH) (734.31) (2,085.69) 1,006,520.00 7,858.33 240907004 LC-RCTC Toll Revenue: - I-15 40428HPN6 HSBC USA INC (NEW) 240907004 LC-RCTC Toll Revenue I-15 83369YBQ8 Societe Generale (2,500,000.00) (663.86) (628.98) (2,936.14) 1,007,120.00 8,972.22 240907004 LC-RCTC Toll Revenue: - I-15 0258MODK2 AMERICAN EXPRESS CREDIT CORP 240907004 LC-RCTC Toll Revenue: - I-15 89114Q4S7 TORONTO-DOMINION BANK (574.61) (573.40) (545.39) 1,005,440.00 (2,026.60) 1,005,070.00 767.36 5,253.47 240907004 LC-RCTC Toll Revenue: - I-15 17401Q4137 CITIZENS BANK NA (529.94) (260.06) 1,007,660.00 7,962.50 240907004 LC-RCTC Toll Revenue: - I-15 90261X11E5 UBS AG (STAMFORD BRANCH) (528.77) 214.27 857,191.00 2,635.59 240907004 LC-RCTC Toll Revenue: - I-15 14912L6Y2 CATERPILLAR FINANCIAL SERVICES CORP (468.39) (2,231.61) 1,005,320.00 4,725.00 240907004 LC-RCTC Toll Revenue: - I-15 60689DZ48 Mizuho Bank, Ltd. (2,500,000.00) (387.77) 240907004 LC-RCTC Toll Revenue: - I-15 61747YDW2 MORGAN STANLEY (351.30) (48.70) 505,730.00 2,355.56 240907004 LC-RCTC Toll Revenue: - I-15 06367TPX2 BANK OF MONTREAL (309.46) (1,260.54) 1,003,590.00 6,358.33 240907004 LC-RCTC Toll Revenue: - I-15 69353REV6 PNC BANK NA 240907004 LC-RCTC Toll Revenue: - I-15 7181726E5 PHB,IP MORRIS INTERNATIONAL INC (304.15) (235.85) 1,002,670.00 1,462.50 (302.79) (77.21) 1,002,660.00 3,958.33 240907004 LC-RCTC Toll Revenue: - I-15 606824Z74 Mitsubishi UFJ Trust & Banking Corp 500,257.17 (500,000.00) (257.17) 240907004 LC-RCTC Toll Revenue: - I-15 0258MOEE5 AMERICAN EXPRESS CREDIT CORP (224.39) (1,150.61) 502,615.00 855.56 240907004 LC-RCTC Toll Revenue: - I-15 172967.01 CITIGROUP INC (200.27) 325.27 503,725.00 1,433.33 240907004 LC-RCTC Toll Revenue: - I-15 06538NFU6 The Bank of Tokyo -Mitsubishi UFJ, Ltd. 1,900,322.96 (189.32) 113.36 1,900,247.00 28,609.78 240907004 LC-RCTC Toll Revenue: - I-15 46625HKA7 JPMORGAN CHASE & CO (178.87) (136.13) 502,690.00 2,125.00 240907004 LC-RCTC Toll Revenue: - I-15 65602UMU9 The Norinchukin Bank (2,500,000.00) (172.43) 240907004 LC-RCTC Toll Revenue: - I-15 05581O4E8 BMWLT 152 A4 (108.32) (113.32) 965,193.00 457.03 240907004 LC-RCTC Toll Revenue: - I-15 58769DAD2 MBALT 17443 (90.12) 257.49 966,109.75 767.71 240907004 LC-RCTC Toll Revenue: - I-15 17305TRV6 Citibank, N.A. 1,625,105.48 (89.66) (15.82) 1,625,000.00 5,183.75 240907004 LC-RCTC Toll Revenue: - I-15 83369YEX0 Societe Generale 1,950,288.66 (69.28) 53.62 1,950,273.00 27,096.88 240907004 LC-RCTC Toll Revenue: - I-15 47787U4E3 JDOT 15 A4 (62.41) (272.80) 747,014.94 547.80 240907004 LC-RCTC Toll Revenue: - I-15 912828M23 UNITED STATES TREASURY I2409076114 LC-RCTC Toll Revenue: 63R73NAD3 3,500,633.98 1 000 nIS fi0 (1 6(16 0ix) am (39.62) (IS 601 (139.36) 3,500,455.00 7,265.37 240907004 LC-RCTC Toll Revenue: - I-15 31846V203 FIRST AMERICAN FUNDS CL INST GOV MMF 67,063,634.62 (70,901,215.16) 364,346.66 240907004 LC-RCTC Toll Revenue: - I-15 06371EGS0 Bank of Montreal (2,500,000.00) 240907004 LC-RCTC Toll Revenue: - I-15 05582WZT4 BNP Paribas 675.00 2,500,675.00 6,422.22 240907004 LC-RCTC Toll Revenue: - I-15 22534HK75 Credit Agricole Corporate and Investment Bank (2,500,000.00) 240907004 LC-RCTC Toll Revenue: - I-15 655904KH8 Nordea Bank AB (2,500,000.00) 240907004 LC-RCTC Toll Revenue: - I-15 17305TSH6 Citibank, N.A. 240907004 LC-RCTC Toll Revenue: - I-15 3755581305 GII FAD SCIENCES INC 595,000.00 1,249.50 2,500,000.00 596,249.50 6,233.33 260.50 240907004 LC-RCTC Toll Revenue: - I-15 89113XEDI The Toronto -Dominion Bank 240907004 LC-RCTC Toll Revenue: - I-15 22534HQ38 Credit Agricole Corporate and Investment Bank 2,000,000.00 1,900,000.00 2,000,000.00 1,900,000.00 1,048.89 741.00 24(1907004 LC-RCTC Toll Revenue: - I-15 60683813F9 Mitsubishi UFJ Tn. & Bankee Corn 1.950.000.00 (19.501 1.949.980.50 720.96 240907004 LC-RCTC Toll Revenue: - I-15 4778774D6 JDOT 14B A3 (68,458.24) (43,367.76) 42.10 17.90 240907004 LC-RCTC Toll Revenue: - I-15 65477PAD3 NAROT 14444 (229 759.24) 96.32 25.06 93.80 798,022.43 475.40 240907004 LC-RCTC Toll Revenue: - I-15 912828E54 UNITED STATES TREASURY 1,999,843.75 34.72 1.53 1,999,880.00 8,080.60 240907004 LC-RCTC Toll Revenue: - I-15 83050FSA0 Skandinaviska Enskilda Banken AB 2,499,961.48 (2,500,000.00) 38.52 240907004 LC-RCTC Toll Revenue: - I-15 23336GY39 DTE Electric Company 998,784.72 69.44 15.84 998,870.00 240907004 LC-RCTC Toll Revenue: - I-15 5877294D6 MBALT 141 A4 240907004 LC-RCTC Toll Revenue: - I-15 26055AXP6 The Dow Chemical Company 1,798,488.00 82.91 126.00 258.24 108.00 764,892.90 1,798,722.00 445.40 240907004 LC-RCTC Toll Revenue: - I-15 780082441 ROYAL BANK OF CANADA 148.40 (913.40) 1,496,625.00 4,375.00 240907004 LC-RCTC Toll Revenue: - I-15 711121XC3 The Peoples Gas Light And Coke Company 2,223,939.41 163.17 140.92 2,224,243.50 240907004 LC-RCTC Toll Revenue: - I-15 43814KAD3 HAROT 151 A4 165.32 360.51 886,521.02 520.37 240907004 LC-RCTC Toll Revenue: - I-15 912828D49 UNITED STATES TREASURY (3,400,000.00) 265.64 240907004 LC-RCTC Toll Revenue: - I-15 78011D4C8 ROYAL BANK OF CANADA (2,500,000.00) 275.00 240907004 LC-RCTC Toll Revenue:-I-15 4497WOW53 DIG (U.S.) Funding LLC 749,725.00 (750,000.00) 275.00 240907004 LC-RCTC Toll Revenue: - I-15 05582X4D4 BMWLT 162 A3 240907004 LC-RCTC Toll Revenue: - I-15 00280NXH8 Abbey National Treasury Services PLC 1,798,718.99 278.15 (1,233.19) 305.00 962,047.10 421.65 76.01 1,799,100.00 240907004 LC-RCTC Toll Revenue: - I-15 49327M2P8 KEYBANK NA 314.17 (1,224.17) 994,640.00 1,733.33 240907004 LC-RCTC Toll Revenue: - I-15 927801XD8 Virginia Electric and Power Company 799,320.22 325.11 58.67 799,704.00 240907004 LC-RCTC Toll Revenue: - I-15 161571HC1 CHAIT 162 A 339.52 (820.69) 745,095.00 456.67 240907004 LC-RCTC Toll Revenue: - I-15 06538BW58 The Bank of Tokyo -Mitsubishi UFJ, Ltd. 1,499,655.84 (1,500,000.00) 344.16 240907004 LC-RCTC Toll Revenue: - I-15 58768MAC5 MBALT 16B A3 357.73 (793.04) 997,260.00 600.00 240907004 LC-RCTC Toll Revenue: - I-15 07330NAL9 BRANCH BANKING AND TRUST CO 381.88 (1,391.88) 994,330.00 5.679.17 240907004 LC-RCTC Toll Revenue: - I-15 096591WD1 BNP Paribas Fortis 1,449,613.33 (1,450,000.00) 386.67 240907004 LC-RCTC Toll Revenue: - I-15 23337SVH4 DTE Gas Comrany 1,874,612.49 (1,875,000.00) 387.51 240907004 LC-RCTC Toll R I-15 927801X82 Virga Elechic and Power C 1.973.851).12 431.21 126.18 1.974.41)7.50 240907004 LC-RCTC Toll Revenue: - I-15 43814LAC3 HAROT 154 A3 (48,416.49) 88.59 466.05 127.22 1,449,101.30 495.96 240907004 LC-RCTC Toll Revenue: - I-15 02360RWE6 Ameren Corporation 1,974,489.25 (1,975,000.00) 510.75 240907004 LC-RCTC Toll Revenue: - I-15 23336GXA4 DTE Electric Company 999,125.00 560.00 45.00 999,730.00 240907004 LC-RCTC Toll Revenue: - I-15 24422E118 JOHN DEERE CAPITAL CORP 240907004 LC-RCTC Toll Revenue: - I-15 23336GV V0 DTE Electric Company 1,974,101.38 (1,499,783.34) (475,000.00) (6.66) 685.46 688.62 (1,934.21) 1,113,401.25 6,718.75 240907004 LC-RCTC Toll Revenue: - I-15 63743CWL3 National Rural Utilities Cooperative Finance Corpo 1,974,262.67 (1,975,000.00) 0.00 737.33 240907004 LC-RCTC Toll Revenue: - I-15 14912DVM8 Caterpillar Financial Services Corporation 1,974,203.42 (1,975,000.00) 0.00 796.58 240907004 LC-RCTC Toll Revenue: - I-15 638731XX3 Natixis 998,110.00 840.00 80.00 999,030.00 240907004 LC-RCTC Toll Revenue: - I-15 97684GWU3 Wisconsin Public Service Corporation 1,799,125.00 (1,800,000.00) 875.00 240907004 LC-RCTC Toll Revenue: - I-15 912828E54 UNITED STATES TREASURY 3,998,750.00 877.66 132.34 3,999,760.00 16,161.20 48 Page 21 of 36 FrRIVERSIDE COUNTY TRANSPORTATION COMMISSION 2017 Financing STAMP Portfolio Transaction Report by Account Quarter ended September 30, 2017 Source Beginning Base Base Maturities and Base Base Change In Net Total Realized Amortization/A Net Unrealized Ending Base Ending Accrued 240907004 LC-RCTC Toll Revenue: - I-15 78355AXP4 Ryder System, Inc. 1,947,458.51 240907004 LC-RCTC Toll Revenue: - I-15 711121WS9 The Peoples Gas Light And Coke Company 1,799,069.00 (1,800,000.00) 897.00 259.99 1,948,615.50 931.00 240907004 LC-RCTC Toll Revenue: - I-15 4497WOXA1 ING (U.S.) Funding LLC 1,084,722.44 949.04 35.30 1,085,706.78 240907004 LC-RCTC Toll Revenue: - I-15 02581RW1.13 American Express Credit Corporation 1,973,843.52 (1,975,000.00) 1,156.48 240907004 LC-RCTC Toll Revenue: - I-15 26055AW V4 The Dow Chemical Company 1,973,824.88 (1,975,000.00) (0.00) 1,175.12 240907004 LC-RCTC Toll Revenue: - I-15 63743CW17 National Rural Utilities Cooperative Finance Corpo 1,798,745.99 (1,800,000.00) 1,254.01 240907004 LC-RCTC Toll Revenue: - I-15 06538BWV1 The Bank of Tokyo -Mitsubishi UFJ, Ltd. 998,715.28 (1,000,000.00) 1,284.72 240907004 LC-RCTC Toll Revenue: - I-15 93884EW50 Washington Gas Light Company (1,500,000.00) 1,305.00 240907004 LC-RCTC Toll Revenue: - I-15 26055AW V4 The Dow Chemical Company 1,973,559.89 (1,975,000.00) 1,440.11 240907004 LC-RCTC Toll Revenue: - I-15 26055AVB9 The Dow Chemical Company (2,500,000.00) 1,475.70 240907004 LC-RCTC Toll Revenue: - I-15 23336GWK3 DTE Electric Company 1,998,250.00 (2,000,000.00) 1,750.00 240907004 LC-RCTC Toll Revenue: - I-15 240907004 LC-RCTC Toll Revenue: - I-15 43357J XGS Hitachi Capital America Corp. 04056AW81 Arizona Public Service Company 1,947,348.00 1,973,003.06 (1,975,000.00) (0.00) 1,906.13 1,996.94 219.38 1,949,473.50 240907004 LC-RCTC Toll Revenue: - I-15 619791X44 Motiva Enterprises LLC 1,972,695.83 2,057.29 108.63 1,974,861.75 240907004 LC-RCTC Toll Revenue: - I-15 78355AWC4 Ryder System, Inc. 1,972,880.17 (1,975,000.00) 0.00 2,119.83 240907004 LC-RCTC Toll Revenue: - I-15 14912DWR6 Caterpillar Financial Services Corporation 1,797,725.00 (1,800,000.00) (0.00) 2,275.00 240907004 LC-RCTC Toll Revenue: - I-15 4497WOY10 ING (U.S.) Funding LLC 1,695,796.75 2,314.83 171.42 1,698,283.00 240907004 LC-RCTC Toll Revenue: - I-15 43357LW81 Hitachi Capital America Corp. 1,972,531.25 (1,975,000.00) 2,468.75 240907004 LC-RCTC Toll Revenue: - I-15 22533TX27 Credit Agricole Corporate and Investment Bank 2,497,395.15 2,520.82 84.03 2,500,000.00 240907004 LC-RCTC Toll Revenue: - I-15 927801VM0 Virginia Electric and Power Company (2,500,000.00) 2,531.25 240907004 LC-RCTC Toll Revenue: - I-15 02360RW55 Arneson Corporation (2,500,000.00) 2,625.01 240907004 LC-RCTC Toll Revenue: - I-15 313385LR5 FEDERAL HOME LOAN BANKS (4,000,000.00) 3,927.83 240907004 LC-RCTC Toll Revenue: - I-15 87019RYF7 Swedb.k AB 5,559.51 845.34 2,496,125.00 240907004 LGRCTC Toll Revenue: I-15 46640PY64 J.P. Morgan Securities LLC 5,750.35 830.90 2,496,925.00 155,826,291.12 (72,469,456.74) (75,875,000.00) (315,543.49) 220.35 21,147.72 (31,034.99) 98,450,659.88 350,377.60 245490001 LC-RCTC 2017 PRJ: Sales Tax 61746BDY9 MORGAN STANLEY (2,979.46) 334.49 1,977,768.00 8,873.54 245490001 LC-RCTC 2017 PRJ: Sales Tax 245490001 LC-RCTC 2017 PRJ: Sales Tax 6095586A4 MONMOUTH CNTY NJ 38141GVK7 GOLDMAN SACHS GROUP INC (2,929.45) (2,764.39) 94.55 794.60 801,808.00 2,011,800.00 12,833.33 8,649.38 245490001 LC-RCTC 2017 PRJ: Sales Tax 31283K5N4 FH 611753 (80,706.49) (2,829.27) (2,051.20) (9,072.67) 1,269,935.72 5,153.34 245490001 LC-RCTC 2017 PRJ: Sales Tax 06051GEY1 BANK OF AMERICA CORP (1,734.78) (968.08) 1,514,745.00 7,421.43 245490001 LC-RCTC 2017 PRJ: Sales Tax 3137ANMN2 FHMS K707 A2 (1,625.33) (2,676.08) 1,807,470.00 3,330.00 245490001 LC-RCTC 2017 PRJ: Sales Tax 1729677f/5 CJTJGROUP INC (1,371.74) (430.42) 1,954,953.00 7,173.85 245490001 LC-RCTC 2017 PRE Sales Tax 3139216N4 FNR 0323B EQ (27,747.36) (1,942.74) (1,290.93) (2,596.05) 842,209.59 3,621.81 245490001 LC-RCTC 2017 PRJ: Sales Tax 89114QAVO TORONTO-DOMINION BANK (1,209.98) (2,930.40) 2,015,340.00 18,250.00 245490001 LC-RCTC 2017 PRJ: Sales Tax 21688AAD4 COOPERATIEVE RABOBANK UA(NEW YORK BRANCH) (959.30) (2,847.30) 2,012,740.00 9,625.00 245490001 LC-RCTC 2017 PRJ: Sales Tax 949881508 WELLS FARGO BANK NA (847.06) (2,633.21) 2,010,560.00 13,736.11 245490001 LC-RCTC 2017 PRJ: Sales Tax 865622CF9 SUMITOMO MITSUI BANKING CORP (820.26) 1,172.41 2,008,400.00 8,406.00 245490001 LC-RCTC 2017 PRJ: Sales Tax 65602UPZ5 The Norinchukin Bank (763.09) 285.66 3,000,660.00 24,125.00 245490001 LC-RCTC 2017 PRE Sales Tax 63873FU63 Natixis 850,727.67 (850,000.00) (727.67) 245490001 LC-RCTC 2017 PRJ: Sales Tax 0258MOEJ4 AMERICAN EXPRESS CREDIT CORP (491.50) (309.40) 2,005,060.00 5,377.39 245490001 LC-RCTC 2017 PRJ: Sales Tax 245490001 LC-RCTC 2017 PRJ: Sales Tax 06367TPX2 BANK OF MONTREAL 05581QAE8 BMWLT 152 A4 (429.85) (227.05) (915.49) 1,635,851.70 (246.97) 2,000,440.00 10,364.08 947.22 245490001 LC-RCTC 2017 PRJ: Sales Tax 025821GU8 AMXCA 143 A (1,350,000.00) (163.45) 245490001 LC-RCTC 2017 PRJ: Sales Tax 06538NFU6 The Bank of Tokyo -Mitsubishi UFJ, Ltd. 1,100,186.98 (109.61) 65.63 1,100,143.00 16,563.56 245490001 LC-RCTC 2017 PRE Sales Tax 43814JAD6 HAROT 144 A4 (60.35) (314.76) 2,354,976.45 1,528.13 245490001 LC-RCTC 2017 PRJ: Sales Tax 56045RKF5 MAMIE MUN BD BK (28.12) (114.68) 1,020,030.60 5,737.50 245490001 LC-RCTC 2017 PRJ: Sales Tax 22549V5V1 Credit Suisse Group AG 1,150,191.36 (26.70) 53.84 1,150,218.50 6,801.29 245490001 LC-RCTC 2017 PRJ: Sales Tax 83369YTU0 Societe Generale 1,150,045.26 (12.93) 82.67 1,150,115.00 2,134.21 245490001 LC-RCTC 2017 PRJ: Sales Tax 9AMMF05B2 U.S. BANK MONEY MARKET ACCOUNT FUND 14,927,156.66 (14,927,967.45) 189,582.58 245490001 LC-RCTC 2017 PRJ: Sales Tax 05582WZS6 BNP Paribas 1,170.00 3,001,170.00 8,700.00 245490001 LC-RCTC 2017 PRJ: Sales Tax 375558EQ5 GILEAD SCIENCES INC 340,000.00 714.00 340,714.00 148.85 245490001 LC-RCTC 2017 PRJ: Sales Tax 161571GQ1 CHAIT 147 A 99,968.75 7.13 31.12 100,007.00 61.33 245490001 LC-RCTC 2017 PRJ: Sales Tax 438141AC8 HAROT 144 A3 (17,231.80) (17,355.96) 17.38 14.02 48,365.92 21.29 245490001 LC-RCTC 2017 PRJ: Sales Tax 58769AAD8 MBALT 15B A3 (339,115.96) 44.69 27.59 (7.44) 457,788.06 272.67 245490001 LC-RCTC 2017 PRE Sales Tax 26055AVB9 The Dow Chemical Company (1,000,000.00) 34.72 245490001 LC-RCTC 2017 PRJ: Sales Tax 89190AAD2 TAOT 14C A4 64.94 (233.97) 1,999,540.00 1,280.00 245490001 LC-RCTC 2017 PRJ: Sales Tax 60700ADA9 Mizuho Bank, Ltd. (1,300,000.00) 74.87 245490001 LC-RCTC 2017 PRJ: Sales Tax 87019RXG6 Swedbank AB 449,700.00 75.00 13.50 449,788.50 245490001 LC-RCTC 2017 PRJ: Sales Tax 711121XC3 The Peoples Gas Light And Coke Company 1,124,463.75 82.50 71.25 1,124,617.50 245490001 LC-RCTC 2017 PRJ: Sales Tax 23336GXX4 DTE Electric Company 998,845.00 105.00 80.00 999,030.00 245490001 LC-RCTC 2017 PRE Sales Tax 4497WOXA1 ING (U.S.) Funding LLC 1,124,512.50 150.00 33.75 1,124,696.25 245490001 LC-RCTC 2017 PRJ: Sales Tax 78355AXP4 Ryder System, Inc. 424,446.08 195.50 56.67 424,698.25 245490001 LC-RCTC 2017 PRE Sales Tax 04056AWB4 Arizona Public Service Company 999,795.00 (1,000,000.00) 205.00 245490001 LC-RCTC 2017 PRJ: Sales Tax 23337SWT7 DTE Gas Company 1,124,504.37 (299,901.00) (825,000.00) (7.50) 404.13 245490001 LC-RCTC 2017 PRJ: Sales Tax 46640PX24 J.P. Morgan Securities LLC 849,518.33 453.34 28.33 850,000.00 245490001 LC-RCTC 2017 PRJ: Sales Tax 711121WS9 The Peoples Gas Light And Coke Company 999,482.78 (399,937.78) (600,000.00) (3.11) 458.11 245490001 LC-RCTC 2017 PRJ: Sales Tax 23337SWC4 DTE Gas Company 699,465.28 (700,000.00) 245490001 LC-RCTC 2017 PRJ: Sales Tax 43357LWF5 Hitachi Capital America Corp. 539,433.75 (540,000.00) 245490001 LC-RCTC 2017 PRJ: Sales Tax 14912DW54 Caterpillar Financial Services Corporation 1,124,409.38 (1,125,000.00) 534.72 566.25 590.62 245490001 LC-RCTC 2017 PRJ: Sales Tax 02581RWU3 American Express Credit Corporation 1,124,341.25 (1,125,000.00) 658.75 245490001 LC-RCTC 2017 PRJ: Sales Tax 26055AWV4 The Dow Chemical Company 1,124,330.63 (1,125,000.00) 669.37 245490001 LC-RCTC 2017 PRJ: Sales Tax 43357LXB3 HITACHI CAPITAL AMERICA CORP 1,123,644.63 890.62 131.25 1,124,662.50 245490001 LC-RCTC 2017 PRJ: Sales Tax 245490001 LC-RCTC 2017 PRJ: Sales Tax 161571HG2 CHAIP 166A 46640PWD1 J.P. Morgan Securities LLC 848,991.81 (850,000.00) 926.06 1,008.19 281.15 1,998,360.00 977.78 245490001 LC-RCTC 2017 PRJ: Sales T 619791X44 Motive Entemrises LLC 1,123,687.50 1,171.88 61.88 1,124,921.25 245490001 LC-RCTC 2017 PRJ: Sales Tax 245490001 LC-RCTC 2017 PRJ: Sales Tax 78355AWC4 Ryder System, Inc. 02360RW55 Amer. Corporation 1,123,792.50 (1,125,000.00) (1,250,000.00) 1,207.50 1,359.38 245490001 LC-RCTC 2017 PRJ: Sales Tax 313385LR5 FEDERAL HOME LOAN BANKS (1,600,000.00) 1,616.00 245490001 LC-RCTC 2017 PRJ: Sales Tax 65478QAD0 NALT 16A A3 2,796.28 1,995,830.10 1,999,760.00 1,324.44 245490001 LC-RCTC 2017 PRJ: Sales Tax 34108AX125 Florida Power & Light Company 5,962.50 300.00 2,998,500.00 245490001 LGRCTC 2017 PRJ: Sales Tax 92343VBM5 VERIZON COMMUNICATIONS INC 36,545,637.22 (2,040,000.00) (17,667,806.23) (15,015,000.00) (1,814,801.61) 1,923,406.77 28,681.32 1,901,312.89 27,370.43 1,975,403.95 56,001,386.37 193,438.55 49 Page 22 of 36 plir RIVERSIDE COUNTY TRANSPORTATION COMMISSION 2017 Financing STAMP Portfolio Transaction Report by Account Quarter ended September 30, 2017 Base Base Change In Source Beginning Base Base Maturities and Net Total Realized Amortization/A Net Unrealized Ending Base Ending Accrued 92 37 .928 34 (90,137,262.97) (90,890,000.00) (2,130,345.10) 901933.24 48.518.15 944.368.% 54,452,046.26 543,816.16 50 Page 23 of 36 FrRIVERSIDE COUNTY TRANSPORTATION COMMISSION ATTACHMENT 13 2017 Financing STAMP Portfolio Summary of Investments for quarter ended September 30, 2017 C redit Rating 50,000.000.D v 40,000,000.0 U Q y 30,000,O00.0 3 7 Z. 20,000,000.0 N 10,000,000.0 Ca 0.0 AAA AA+ AA- A+ R A-2 i Other Industry Group Other [78.647%) Goa RA6159 Automobile ABS (5.359%) Auto Loan � Lease Loans (5.39!61 �I Electric (5.558%) Sovereign [8.15%) Ol versified Flnan� so•.. (54,194%) Banks (44.241 %) Security Type Other (2.69559 MUNI YANKEE(29 767,9 (1.71819 IJS GOV (6.15%) ABS (13.00759 CD (29655%) CP (24.194%) Market Sector Other (0.3W3.) Municipal (1.06%J Mortgage Backed (2.537%) Government (6.15%) uuuty (7.81959 industrial' (8.908%) AYYCI Backed (13.067%) Financial (59.412%) 51 OFRIVERSIDE COUNTY TRANSPORTATION COMMISSION ATTACHMENT 14 2017 Financing STAMP Portfolio Sales Tax Revenue Fund Summary of Investments for quarter ended September 30, 2017 Credit Rating 12,500,000.0 2 • 10,000,000.0 Q 7,500,000.0 83 _y 5,000,000.0 m m • 2,500,000.0 0.0 1 1 tin I A A- BBB+ A-1+ Asset Class Money Market Funds. (0,331%) `Fixed Income (99.663%) Industry Group Other (12.699%) Us Municipals (3.275%) Credit Card - ABS (3.736%) Electric (7.114%) Automobile ABS (7.8451) Able L Loans (7.935%) `Diversified Florin Sam (16.224%) "Banks (41.174%) Security Type Other 0.112%) YRNICEE [2.929%) FFILMC CMO- (3.222%) MUNI (3.275%) CO (16.833%) CP (18_168%) •• CORP (3t.928%) ABS 119"514%) Market Sector Caih (3.275 ), [3.275% Induetriar- (3.364%) Mortgage Backed (6.997%) Utility (9.115%) Asset Backed (19.514%) ) r `Financial 07.398%) 52 rijr RIVERSIDE COUNTY TRANSPORTATION COMMISSION ATTACHMENT 15 2017 Financing STAMP Portfolio Sales Tax 115 ELP Project Revenue Fund Summary of Investments for quarter ended September 30, 2017 IME Credit Rating 35,000, 000.0 • 30,000,000.0 Q 25,000,000,0 t t» 20,000,000.0 m 15,000,000.0 m 63 10,000,000.0 tl] m 5,000,000.0 m ❑.❑ AA• - A+ A A- 1 BBB+ A-1+ A-1 A-2 Other Asset Class Cash (oAQ1%ly MOM), Markel FIIndS (0.369%) `Flied Income (99.63%) YANKEE (1.022% ABS " (9.399%) 1115 GOY (9.64E%) CD (22.528%) Industry Group other (15.357%) Gag {2.251 %] Loans [3.84%] Aut obile ----- ABS (3.948%) Electric /4.831%) Sovereign (9.640%1 Diversified Finer. Sane (13.039%) — —Banks (45.988%) Security Type Other . (0.37° 1 MUNI (5741% I --CP (28.08%) CORP (27.911%) Market Sector Cash io4,3.1 Mu nicl pal` Vti llty (7.052%) Asset Backed (9.399%) J Government (g-548%) industrial • (12.202%) CI -art ca °dalcv ov: 3asc: Financial (50.658%) 53 FirRIVERSIDE COUNTY TRANSPORTATION COMMISSION ATTACHMENT 16 Payden & Rygel Operating Portfolio by Investment Category for Quarter ended September 30, 2017 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM CUSIP Security Type Category Issuer Final Next Call Maturity Trade Date Date Original Cost Base Market Value Unrealized Gain/Loss Accrued Income Credit Coupon Yield Rating 2582JH Asset -Back AMERICAN EXPRESS 1.640% 12115/21 12/15/2021 2017 419,932.72 419,4 436.72 306.1 1.64 1.6431 AAA 037833AG5 Credit APPLE INC 1.42233% 5/03/18 5/3/2018 5/3/2013 250,176.45 250,352.50 176.05 582.76 1.5600 1.4202 AA+ 037833BQ2 Credit APPLE INC 1.700% 2/22/19 2/22/2019 2/23/2016 39,993.20 40,096.00 102.80 71.78 1.7000 1.6982 AA+ 037833CB4 Credit APPLE INC 1.100% 8/02/19 8/2/2019 8/4/2016 59,940.00 59,481.60 (458.40) 104.50 1.1000 1.1117 AA+ 037833CE8 Credit APPLE INC 1.550% 2/08/19 2/8/2019 2/9/2017 139,893.60 140,043.40 149.80 319.47 1.5500 1.5513 AA+ 037833CS7 Credit APPLE INC 1.800% 5/11/20 5/11/2020 5/11/2017 484,505.30 485,218.25 712.95 3,395.00 1.8000 1.8018 AA+ 053015AD5 Credit AUTOMATIC DATA 2.250% 9/15/20 9/15/2020 9/15/2015 8/15/2020 456,028.19 454,410.00 (1,618.19) 450.00 2.2500 2.2290 AA 05582QAD9 Asset -Backed BMW VEHICLE OWNER 1.160% 11/25/20 11/25/2020 7/20/2016 454,997.95 452,233.60 (2,764.35) 87.97 1.1600 1.1676 N/A 06406HBM0 Credit BANK NY MELLON MTN 5.450% 5/15/19 5/15/2019 5/12/2009 258,243.04 255,694.78 (2,548.26) 4,982.51 5.4500 5.1673 A 06406HCK3 Credit BANK OF NY MTN 1.69944% 3/06/18 3/6/2018 3/6/2013 750,236.84 751,485.00 1,248.16 885.13 1.7600 1.6965 A 084664CD1 Credit BERKSHIRE HATHAWAY 1.63976% 1/12/18 1/12/2018 1/15/2015 250,118.25 250,220.00 101.75 808.71 1.6000 1.6384 AA 084664CK5 Credit BERKSHIRE HATHAWAY 1.300% 8/15/19 8/15/2019 8/15/2016 159,844.80 158,856.00 (988.80) 265.78 1.3000 1.3094 AA 13063BFS6 Taxable Muni CALIFORNIA ST BUILD 6.650% 3/01/22 3/1/2022 4/1/2010 497,193.75 492,345.50 (4,848.25) 2,355.21 6.6500 5.7493 AA- 13063C4V9 Taxable Muni CALIFORNIA ST 1.050% 11/01/18 11/1/2018 11/3/2016 149,887.50 149,187.00 (700.50) 656.25 1.0500 1.0563 AA- 13063DAB4 Taxable Muni CALIFORNIA ST HIGH 1.593% 4/01/19 4/1/2019 4/27/2017 350,036.90 349,926.50 (110.40) 2,385.08 1.5900 1.5973 AA- 13066YTY5 Taxable Muni CALIFORNIA ST DEPT 1.713% 5/01/21 5/1/2021 9/28/2016 107,199.40 106,694.77 (504.63) 772.92 1.7100 1.7342 AA 13077CT38 Taxable Muni CALIFORNIA ST 1.982% 11/01/19 11/1/2019 8/5/2015 130,503.10 130,065.00 (438.10) 1,073.58 1.9800 1.9805 AA- 161571HC1 Asset -Backed CHASE ISSUANCE TRUST 1.370% 6/15/21 6/15/2021 6/17/2016 750,113.57 745,095.00 (5,018.57) 456.67 1.3700 1.3800 AAA 166764AN0 Credit CHEVRON CORP 2.193% 11/15/19 11/15/2019 11/18/2014 504,602.27 504,705.00 102.73 4,142.33 2.1900 2.1743 AA- 166764BA7 Credit CHEVRON CORP 1.790% 11/16/18 11/16/2018 11/17/2015 251,817.22 250,470.00 (1,347.22) 1,665.69 1.7900 1.7874 AA- 17275RAE2 Credit CISCO SYSTEMS INC 4.950% 2/15/19 2/15/2019 2/17/2009 i 377,651.77 376,084.80 (1,566.97) 2,277.00 4.9500 4.7473 AA- 17275RAU6 Credit CISCO SYSTEMS INC 1.650% 6/15/18 6/15/2018 6/17/2015 --K 399,932.00 400,500.00 568.00 1,943.33 1.6500 1.6479 AA- 17275RBG6 Credit CISCO SYSTEMS INC 1.400% 9/20/19 9/20/2019 9/20/2016 109,877.90 109,447.80 (430.10) 47.06 1.4000 1.4079 AA- 17305EGA7 Asset -Backed CITIBANK CREDIT CARD 1.740% 1/19/21 1/19/2021 1/26/2017 479,908.08 480,460.80 552.72 1,716.80 1.7400 1.7397 AAA 17305EGB5 Asset -Backed CITIBANK CREDIT 1.920% 4/07/22 4/7/2022 4/11/2017 229,933.74 230,144.90 211.16 2,085.33 1.9200 1.9225 AAA 191216BT6 Credit COCA COLA CO THE 1.875% 10/27/20 10/27/2020 10/27/2015 500,220.00 499,770.00 (450.00) 4,010.42 1.8800 1.8760 AA- 191216BV1 Credit COCA COLA CO 1.375% 5/30/19 5/30/2019 5/31/2016 249,825.00 249,190.00 (635.00) 1,155.38 1.3800 1.3800 AA- 30231GAD4 Credit EXXON MOBIL CORP 1.819% 3/15/19 3/15/2019 3/20/2014 2/15/2019 100,311.36 100,560.00 248.64 80.84 1.8200 1.8133 AA+ 30231GAL6 Credit DOWN MOBIL 1.305% 3/06/18 3/6/2018 3/6/2015 460,000.00 459,756.20 (243.80) 416.88 1.3100 1.3057 AA+ 30231GAP7 Credit EXXON MOBIL 1.708% 3/01/19 3/1/2019 3/3/2016 40,000.00 40,034.00 34.00 56.93 1.7100 1.7053 AA+ 30231GAU6 Credit EXXON MOBIL 1.439% 3/01/18 3/1/2018 3/3/2016 40,000.00 40,016.00 16.00 47.97 1.4400 1.4387 AA+ 3130AAE46 Agencies F H L B 1.250% 1/16/19 1/16/2019 12/8/2016 1,009,959.60 1,007,535.60 (2,424.00) 2,630.21 1.2500 1.2544 AA+ 3130AAXX1 Agencies F H L B DEB 1.375°/u 3/18/19 3/18/2019 3/10/2017 518,793.60 519,313.60 520.00 258.19 1.3800 1.3780 AA+ 3130ABF92 Agencies F H L B 1.375% 5/28/19 5/28/2019 5/12/2017 728,620.30 728,846.60 226.30 3,875.59 1.3800 1.3786 AA+ 3130ABMP8 Agencies F H L B DEB 1.133% 6/27/19 6/27/2019 6/27/2017 1,399,841.11 1,400,014.00 172.89 176.24 1.1700 1.1330 AA+ 3130ACE26 Agencies F H L B 1.375% 9/28/20 9/28/2020 9/8/2017 358,844.40 356,554.80 (2,289.60) 41.25 1.3800 1.3905 AA+ 3133EHRD7 Agencies F F C B DEB 1.31611% 7/13/22 7/13/2022 7/13/2017 310,000.00 309,352.10 (647.90) 202.88 1.3200 1.3188 AA+ 3133EHRZ8 Agencies F F C B 1.23444% 6/25/20 6/25/2020 7/25/2017 510,000.00 509,949.00 (51.00) 104.93 1.2400 1.2347 AA+ 3133EHTJ2 Agencies F F C B DEB 1.30722% 8/01/22 8/1/2022 8/1/2017 230,000.00 229,802.20 (197.80) 250.55 1.3100 1.3083 AA+ 3133EHVR1 Agencies F F C B DEB 1.24611% 8/24/20 8/24/2020 8/24/2017 130,000.00 130,000.00 31.50 1.2500 1.2461 AA+ 3133EHXH1 Agencies F F C B 1.31167% 9/06/22 9/6/2022 9/6/2017 260,000.00 259,716.60 (283.40) - 1.3100 1.3131 AA+ 3134GBFU1 Agencies F H L M C M T N 1.750% 4/27/20 4/27/2020 4/27/2017 10/27/2017 750,477.75 750,075.00 (402.75) 5,614.58 1.7500 1.7503 AA+ 3135G0J53 Agencies F N M A DEB 1.000% 2/26/19 2/26/2019 2/23/2016 498,820.00 496,815.00 (2,005.00) 486.11 1.0000 1.0072 AA+ 3135GOK77 Agencies F N M A DEB 1.250% 6/13/19 6/13/2019 6/13/2016 12/13/2017 490,000.00 487,476.50 (2,523.50) 1,837.50 1.2500 1.2570 AA+ 3135GON33 Agencies FNMA 0.875% 8/02/19 8/2/2019 8/2/2016 529,109.60 523,751.30 (5,358.30) 760.03 0.8800 0.8862 AA+ 3135G0P49 Agencies FNMA 1.000% 8/28/19 8/28/2019 9/2/2016 509,204.40 505,002.00 (4,202.40) 467.50 1.0000 1.0109 AA+ 3135GOT29 Agencies F N M A DEB 1.500% 2/28/20 2/28/2020 2/28/2017 299,808.00 299,286.00 (522.00) 412.50 1.5000 1.5064 AA+ 3136AMTM1 Mortgage -Backed F N M A GTD REMIC 1.186% 9/25/18 9/25/2018 3/1/2015 180,035.20 179,991.30 (43.90) 44.61 1.4400 1.4413 N/A 3137BNN26 Mortgage -Backed F H L M C MLTCL MTG 1.780% 7/25/19 7/25/2019 4/1/2016 57,708.66 57,360.72 (347.94) 85.12 1.7800 1.7824 N/A 3137BPCF4 Mortgage -Backed F H L M C MLTCL MTG 1.376% 10/25/20 10/25/2020 5/1/2016 299,692.82 298,073.86 (1,618.96) 68.73 1.3800 1.3862 N/A 3137EAEB1 Agencies F H L M C MT N 0.875% 7/19/19 7/19/2019 7/20/2016 T 350,150.58 346,935.42 (3,215.16) 614.25 0.8800 0.8854 AA+ 3137EAED7 Agencies F H L M C M T N 0.875% 10/12/18 10/12/2018 9/16/2016 1,509,720.70 1,502,495.30 (7,225.40) 6,202.53 0.8800 0.8799 AA+ 3137EAEH8 Agencies F H L M C 1.375% 8/15/19 8/15/2019 7/19/2017 509,250.30 508,470.00 (780.30) 1,402.50 1.3800 1.3807 AA+ 31846V203 FIRST AM GOVT OB FD CL Y 279,144.26 279,144.26 186.74 0.6233 43814PAC4 Asset -Backed HONDA AUTO 1.790% 9/20/21 9/20/2021 9/29/2017 149,983.76 149,845.50 (138.26) 14.92 1.7900 1.7932 AAA 47787XAC1 Asset -Backed JOHN DEERE OWNER 1.780% 4/15/21 4/15/2021 3/2/2017 309,955.86 309,993.80 37.94 245.24 1.7800 1.7820 N/A 532457BF4 Credit ELI LILLY CO 1.950% 3/15/19 3/15/2019 2/25/2014 527,542.70 527,562.00 19.30 455.00 1.9500 1.9426 AA- 544445AY5 Taxable Muni LOS ANGELES CA DEPT 1.750% 5/15/19 5/15/2019 12/6/2016 100,000.00 99,594.00 (406.00) 661.11 1.7500 1.7498 AA 54465AGK2 Taxable Muni LOS ANGELES CA 1.125% 9/01/19 9/1/2019 8/25/2016 266,868.00 265,847.40 (1,020.60) 253.13 1.1300 1.1408 AA 54473ERP1 Taxable Muni LOS ANGELES CNTY CA 1.507% 12/01/17 12/1/2017 9/2/2015 25,000.00 25,001.00 1.00 125.58 1.5100 1.5069 AA 54473ERQ9 Taxable Muni LOS ANGELES CNTY CA 2.036% 12/01/18 12/1/2018 9/2/2015 50,000.00 50,112.50 112.50 339.33 2.0400 2.0350 AA OFRIVERSIDE COUNTY TRANSPORTATION COMMISSION Payden & Rygel Operating Portfolio by Investment Category for Quarter ended September 30, 2017 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM Final Maturit CUSIP Security T e Cate or Issuer Next Call Trade Date Date Ori .'nal Cost Base Market Value Unrealized Gain/Loss Accrued Income Cou on Yield Credit Ratin 58769DAD2 Asset -Backed MERCEDES BENZ AUTO 1.790% 4/15/20 4/15/2020 4/26/2017 369,991.56 370,425.50 433.94 294.36 1.7900 1.7911 AAA 589331AN7 Credit ■ MERCK CO INC 5.000% 6/30/19 6/30/2019 6/25/2009 532,372.66 528,430.00 (3,942.66) 6,319.44 5.0000 4.7512 AA 594918BF0 Credit MICROSOFT CORP 1.300% 11/03/18 11/3/2018 11/3/2015 250,476.84 249,597.50 (1,318.71) 1,336.11 1.3000 1.3029 AAA 594918BV5 Credit MICROSOFT CORP 1.850% 2/06/20 2/6/2020 2/6/2017 499,665.00 502,060.00 2,395.00 1,413.19 1.8500 1.8466 AAA 6055806F1 Taxable Muni MISSISSIPPI ST SER D 3.381% 11/01/18 11/1/2018 11/10/2010 102,806.50 101,975.00 (831.50) 1,408.75 3.3800 3.3215 AA 649791EJ5 Taxable Muni NEW YORK ST REF SER 3.600% 9/01/19 9/1/2019 3/30/2011 519,302.05 515,680.00 (3,622.05) 1,500.00 3.6000 3.4924 AA+ 649791EV8 Taxable Muni NEW YORK ST SER B 3.600% 2/15/19 2/15/2019 3/30/2011 257,117.92 256,020.00 (1,097.92) 1,150.00 3.6000 3.5161 AA+ 650119AE0 Taxable Muni NEW YORK UNIVERSITY 1.315% 7/01/18 7/1/2018 4/16/2015 120,000.00 119,504.40 (495.60) 394.50 1.3200 1.3207 AA- 66989HAD0 Credit NOVARTIS CAPITAL 4.400% 4/24/20 4/24/2020 3/16/2010 508,373.50 505,290.75 _ (3,082.75) 9,114.72 4.4000 4.1464 AA- 66989HAL2 Credit NOVARTIS CAPITAL 1.800% 2/14/20 2/14/2020 2/17/2017 129,491.70 130,042.90 551.20 305.50 1.8000 1.8003 AA- 68389XAQ8 Credit ORACLE CORP 2.375% 1/15/19 1/15/2019 7/16/2013 506,130.46 505,060.00 (1,070.46) 2,506.94 2.3800 2.3536 AA- 702282ND2 Taxable Muni PASADENA CA UNIF 1.861% 11/01/18 11/1/2018 3/20/2014 250,907.80 250,492.50 (415.30) 1,938.54 1.8600 1.8554 A+ 717081DL4 Credit PFIZER INC 2.100% 5/15/19 5/15/2019 5/15/2014 252,179.23 252,167.50 (11.73) 1,983.33 2.1000 2.0843 AA 717081DU4 Credit PFIZER INC 1.450% 6/03/19 6/3/2019 6/3/2016 249,715.00 249,197.50 (517.50) 1,188.19 1.4500 1.4555 AA 80284TAF2 Asset -Backed SANTANDER DRIVE 1.770% 9/15/20 9/15/2020 2/28/2017 109,999.24 109,951.60 (47.64) 86.53 1.7700 1.7716 AAA 882723UC1 Taxable Muni TEXAS ST REF WTR 2.036% 8/01/20 8/1/2020 2/5/2015 251,714.10 250,617.50 (1,096.60) 848.33 2.0400 2.0288 AAA 89190BAD0 Asset -Backed TOYOTA AUTO 1.760% 7/15/21 7/15/2021 5/17/2017 519,960.12 519,937.60 (22.52) 406.76 1.7600 1.7622 AAA 89236TAY1 Credit TOYOTA MOTOR MTN 2.000% 10/24/18 10/24/2018 10/24/2013 344,128.56 341,628.60 (2,499.96) 2,965.56 2.0000 1.9917 AA- 89236TDU6 Credit TOYOTA MOTOR MTN 1.950% 4/17/20 4/17/2020 4/17/2017 254,882.70 255,094.35 211.65 2,265.25 1.9500 1.9499 AA- 89238MAD0 Asset -Backed TOYOTA AUTO 1.730% 2/16/21 2/16/2021 3/15/2017 375,955.74 375,763.12 (192.62) 289.10 1.7300 1.7327 AAA 90290AAC1 Asset -Backed USAA AUTO OWNER 1.700% 5/17/21 5/17/2021 9/20/2017 139,985.24 139,748.00 (237.24) 72.72 1.7000 1.7049 AAA 90331HMY6 Credit US BANK NA MTN 1.400% 4/26/19 4/26/2019 4/26/2016 3/26/2019 750,413.40 750,907.90 494.50 4,550.97 1.4000 1.4070 AA- 91159HHE3 Credit US BANCORP MTN 1.950% 11/15/18 11/15/2018 11/7/2013 10/15/2018 252,721.85 251,035.00 (1,686.85) 1,841.67 1.9500 1.9437 A+ 9128282Q2 Treasuries U S TREASURY NT 1.500% 8/15/20 8/15/2020 8/15/2017 2,741,316.98 2,734,853.29 (6,463.69) 5,254.93 1.5000 1.5073 N/A 9128282T6 Treasuries U S TREASURY NT 1.250% 8/31/19 8/31/2019 8/31/2017 2,674,565.71 2,667,587.46 (6,978.25) 2,867.71 1.2500 1.2571 N/A 9128282V1 Treasuries U S TREASURY NT 1.375% 9/15/20 9/15/2020 9/15/2017 1,104,097.19 1,102,329.90 (1,767.29) 674.59 1.3800 1.3868 N/A 912828P95 Treasuries U S TREASURY NT 1.000% 3/15/19 3/15/2019 3/15/2016 2,832,857.24 2,812,963.40 (20,011.55) 1,250.83 1.0000 1.0071 N/A 912828S43 Treasuries U S TREASURY NT 0.750°/u 7/15/19 7/15/2019 7/15/2016 3,535,162.11 3,505,767.00 (29,395.11) 5,643.34 0.7500 0.7603 N/A 912828U40 Treasuries U S TREASURY NT 1.000% 11/30/18 11/30/2018 11/30/2016 781,755.09 781,443.95 (311.14) 2,638.11 1.0000 1.0051 N/A 912828XS4 Treasuries U S TREASURY NT 1.250% 5/31/19 5/31/2019 5/31/2017 4,395,187.50 4,386,272.00 (8,915.50) 18,483.61 1.2500 1.2554 N/A 912828XU9 Treasuries U S TREASURY NT 1.500% 6/15/20 6/15/2020 6/15/2017 585,069.66 583,718.85 (1,350.81) 2,589.34 1.5000 1.5061 N/A 91412G2R5 Taxable Muni UNIV OF CALIFORNIA 1.877% 5/15/20 5/15/2020 9/28/2017 90,000.00 89,849.70 (150.30) 14.08 1.8800 1.8863 AA- 91412G2S3 Taxable Muni UNIV OF CALIFORNIA 2.112% 5/15/21 5/15/2021 9/28/2017 140,000.00 139,568.80 (431.20) 24.64 2.1100 2.1258 AA- 91412GD36 Taxable Muni UNIV OF CA 1.169% 5/15/19 5/15/2019 4/20/2016 140,000.00 138,713.40 (1,286.60) 618.27 1.1700 1.1785 AA 91412GPZ2 Taxable Muni UNIV OF CA 1.296% 5/15/18 5/15/2018 3/14/2013 250,658.41 249,565.00 (1,093.41) 1,224.00 1.3000 1.2975 AA 91412GS71 Taxable Muni UNIVERSITY OF CA 1.610% 5/15/19 5/15/2019 5/18/2017 25,000.00 24,956.75 (43.25) 148.70 1.6100 1.6120 AA 91412GSB2 Taxable Muni UNIV CALIFORNIA CA 1.796% 7/01/19 7/1/2019 3/14/2013 225,951.33 225,175.50 (775.83) 1,010.25 1.8000 1.7976 AA 91412GWU5 Taxable Muni UNIV CALIFORNIA CA 1.418% 5/15/18 5/15/2018 3/25/2015 250,000.00 249,755.00 (245.00) 1,339.22 1.4200 1.4186 AA 91412GWV3 Taxable Muni UNIV OF CA 2.003% 5/15/19 5/15/2019 3/25/2015 250,000.00 251,112.50 1,112.50 1,891.72 2.0000 1.9934 AA 949746SP7 Credit WELLS FARGO 2.112% 2/11/22 2/11/2022 2/13/2017 2/11/2021 125,000.00 126,160.00 1,160.00 374.00 2.2400 2.0895 A 94974BFK1 Credit WELLS FARGO MTN 1.78317% 4/23/18 4/23/2018 4/23/2013 320,445.41 321,024.00 578.59 1,109.53 1.9400 1.7777 A 94988J5D5 Credit WELLS FARGO BANK MTN 1.750% 5/24/19 5/24/2019 6/2/2016 503,793.05 504,651.55 858.50 3,117.67 1.7500 1.7498 AA- 51,120,606.35 50,972,053.03 (149,110.40) 161,908.76 55 1051r RIVERSIDE COUNTY TRANSPORTATION COMMISSION Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COM Payden & Rygel Operating Portfolio Transaction Report Quarter ended September 30, 2017 ATTACHMENT 17 Transaction Settlement Date Trade Date Date Miscellaneous CUSIP Descri .tion Units Price Commissions SEC Fees Fees Net Cash Amount Amount O erm Federal Tax Cost Gain/Loss Amount ong erm Gain/Loss Amount 3 707 5000 3 707 50 .._.__.. 7/3/2017 .. _.__.. ..___.. _._._._-- .-._...--- _...._ _. ...._..----. -- _ __ . INTEREST EARNED ON FIRST AM GOVT OB FD CL Y UNIT ON 0.0000 31846V203 SHARES DUE 6/30/2017 INTEREST FROM 6/1/17 TO 6/30/17 0.0000 .. 0.000000 - - .-,._..__, - 168.08 _. - - - - - 7/3/2017 7/1/2017 MATURED PAR VALUE OF NEW YORK UNIVERSITY 0.898% 7/01/17 7/1/2017 650119AD2 200,000 PAR VALUE AT 100 % -200,000.0000 1.000000 - - - 200,000.00 (200,000.00) 7/3/2017 INTEREST EARNED ON NEW YORK UNIVERSITY 0.898% 7/01/17 $1 PV 650119AD2 ON 200000.0000 SHARES DUE 7/1/2017 0.0000 0.000000 - - - 898.00 - - - 7/3/2017 INTEREST EARNED ON NEW YORK UNIVERSITY 1.315% 7/01/18 $1 PV 650119AE0 ON 120000.0000 SHARES DUE 7/1/2017 0.0000 0.000000 - - - 789.00 - - - 7/3/2017 AMORTIZED PREMIUM ON UNIV CALIFORNIA CA 1.796% 7/01/19 91412GSB2 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (65.67) - 7/3/2017 INTEREST EARNED ON UNIV CALIFORNIA CA 1.796% 7/01/19 $1 PV 91412GSB2 ON 225000.0000 SHARES DUE 7/1/2017 0.0000 0.000000 - - - 2,020.50 - _ - - 7/5/2017 7/5/2017 7/5/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 196,286.8600 1.000000 - - - (196,286.86) 196,286.86 - - 7/5/2017 PAID ACCRUED INTEREST ON PURCHASE OF TEXAS ST REF WTR 7/5/2017 882723UC1 2.036% 8/01/20 0.0000 0.000000 - - - (2,177.39) - - 7/5/2017 6/29/2017 PURCHASED PAR VALUE OF TEXAS ST REF WTR 2.036% 8/01/20 7/5/2017 882723UC1 /RAYMOND JAMES/FI/250,000 PAR VALUE AT 100.701 % 250,000.0000 1.007010 - - - (251,752.50) 251,752.50 7/5/2017 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 7/5/2017 912828XU9 1.500% 6/15/20 0.0000 0.000000 - - 204.92 7/5/2017 6/29/2017 SOLD PAR VALUE OF U S TREASURY NT 1.500% 6/15/20 /RBC 7/5/2017 912828XU9 CAPITAL MARKETS, LLC/250,000 PAR VALUE AT 99.9375 % -250,000.0000 0.999375 - - - 249,843.75 250,032.70) (188.95 7/5/2017 AMORTIZED PREMIUM ON U S TREASURY NT 1.500% 6/15/20 912828XU9 CURRENT YEAR AMORTIZATION 11- 0.0000 0.000000 - - - - (6.44) 7/7/2017 PAID ACCRUED INTEREST ON PURCHASE OF CALIFORNIA ST 7/7/2017 13077CT38 1.982% 11/01/19 0.0000 0.000000 - - - (472.38) - - - 7/7/2017 7/5/2017 PURCHASED PAR VALUE OF CALIFORNIA ST 1.982% 11/01/19 7/7/2017 13077CT38 /PERSHING LLC/130,000 PAR VALUE AT 100.387 % 130,000.0000 1.003870 - - - (130,503.10) 130,503.10 7/7/2017 7/7/2017 7/7/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -130,975.4800 1.000000 - - - 130,975.48 (130,975.48) - - 7/10/2017 7/10/2017 7/10/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 121,688.9500 1.000000 - - - (121,688.95) 121,688.95 - - 7/10/2017 PAID ACCRUED INTEREST ON PURCHASE OF NEW YORK ST SER B 7/10/2017 649791EV8 3.600% 2/15/19 0.0000 0.000000 - - - (3,625.00) - - - 7/10/2017 7/5/2017 PURCHASED PAR VALUE OF NEW YORK ST SER B 3.600% 2/15/19 7/10/2017 649791EV8 /PIPER JAFFRAY/250,000 PAR VALUE AT 103.028 % 250,000.0000 1.030280 - - - (257,570.00) 257,570.00 - - 7/10/2017 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 7/10/2017 912828W63 1.625% 3/15/20 0.0000 0.000000 - - - 671.64 - - - 7/10/2017 7/5/2017 SOLD PAR VALUE OF U S TREASURY NT 1.625% 3/15/20 /RBC 7/10/2017 912828W63 CAPITAL MARKETS, LLC/130,000 PAR VALUE AT 100.25 % -130,000.0000 1.002500 - - - 130,325.00 (129,981.04) 343.96 - 7/10/2017 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 7/10/2017 912828W63 1.625% 3/15/20 0.0000 0.000000 - - - 1,291.61 - - - 7/10/2017 7/5/2017 SOLD PAR VALUE OF U S TREASURY NT 1.625% 3/15/20 /RBC 7/10/2017 912828W63 CAPITAL MARKETS, LLC/250,000 PAR VALUE AT 100.238281 % -250,000.0000 1.002383 - - - 250,595.70 (249,963.55) 632.15 - 7/12/2017 AMORTIZED PREMIUM ON BERKSHIRE HATHAWAY 1.45567% 1/12/18 084664CD1 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (58.17 7/12/2017 INTEREST EARNED ON BERKSHIRE HATHAWAY 1.45567% 1/12/18 $1 084664CD1 PV ON 250000.0000 SHARES DUE 7/12/2017 0.0000 0.000000 - - - 919.90 - 7/13/2017 7/7/2017 PURCHASED PAR VALUE OF F F C B DEB 1.30444% 7/13/22 7/13/2017 3133EHRD7 /JEFFERIES LLC/310,000 PAR VALUE AT 100 % 310,000.0000 1.000000 - - - (310,000.00) 310,000.00 - - 7/13/2017 7/13/2017 7/13/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y M -309,080.1000 1.000000 - - - 309,080.10 (309,080.10) - - 7/17/2017 INTEREST EARNED ON AMERICAN EXPRESS 1.640% 12/15/21 $1 PV ON 574.0000 SHARES DUE 7/15/2017 $0.00137/PV ON 420,000.00 PV 02582JHG8 DUE 7/15/17 0.0000 0.000000 - - - 574.00 - - - 7/17/2017 AMORTIZED PREMIUM ON CHASE ISSUANCE TRUST 1.370% 6/15/21 161571HC1 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (28.96) - - 7/17/2017 INTEREST EARNED ON CHASE ISSUANCE TRUST 1.370% 6/15/21 $1 PV ON 856.2500 SHARES DUE 7/15/2017 $0.00114/PV ON 750,000.00 161571HC1 PV DUE 7/15/17 0.0000 0.000000 - - - 856.25 - - - 7/17/2017 INTEREST EARNED ON CITIBANK CREDIT CARD 1.740% 1/19/21 $1 PV 17305EGA7 ON 480000.0000 SHARES DUE 7/17/2017 0.0000 0.000000 - - - 3,967.20 - - - 7/17/2017 INTEREST EARNED ON F H L B 1.250% 1/16/19 $1 PV ON 3130AAE46 1010000.0000 SHARES DUE 7/16/2017 0.0000 0.000000 - - - 6,312.50 - - - 7/17/2017 7/17/2017 7/17/2017 7/17/2017 7/17/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 7/17/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 5,189.7000 1.000000 - - - (5,189.70) 5,189.70 - 29,655.2400 1.000000 - - - (29,655.24) 29,655.24 - 7/17/2017 INTEREST EARNED ON JOHN DEERE OWNER 1.780% 4/15/21 $1 PV ON 459.8300 SHARES DUE 7/15/2017 $0.00148/PV ON 310,000.00 PV 47787XAC1 DUE 7/15/17 0.0000 0.000000 - - - 459.83 - - 7/17/2017 INTEREST EARNED ON MERCEDES BENZ AUTO 1.790% 4/15/20 $1 PV ON 551.9200 SHARES DUE 7/15/2017 $0.00149/PV ON 370,000.00 58769DAD2 PV DUE 7/15/17 0.0000 0.000000 - - - 551.92 - - 7/17/2017 AMORTIZED PREMIUM ON ORACLE CORP 2.375% 1/15/19 68389XAQ8 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - 0.000000 - - - - (542.04) - - 7/17/2017 INTEREST EARNED ON ORACLE CORP 2.375% 1/15/19 $1 PV ON 68389XAQ8 500000.0000 SHARES DUE 7/15/2017 mop - 5,937.50 - Page 29 of 36 1051r RIVERSIDE COUNTY TRANSPORTATION COMMISSION Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COM Payden & Rygel Operating Portfolio Transaction Report Quarter ended September 30, 2017 Transaction Settlement Date Trade Date Date CUSIP Descri•tion Units o erm ong erm Miscellaneous Federal Tax Cost Gain/Loss Gain/Loss Price Commissions SEC Fees Fees Net Cash Amount Amount Amount Amount INTEREST EARNED ON SANTANDER DRIVE 1.770 % 9/15/20 $1 PV ON 162.2500 SHARES DUE 7/15/2017 $0.00148/PV ON 110,000.00 PV 7/17/2017 80284TAF2 DUE 7/15/17 0.0000 0.000000 162.25 INTEREST EARNED ON TOYOTA AUTO 1.760 % 7/15/21 $1 PV ON 7/17/2017 89190BAD0 520000.0000 SHARES DUE 7/15/2017 0.0000 0.000000 762.67 7/17/2017 INTEREST EARNED ON TOYOTA AUTO 1.730% 2/16/21 $1 PV ON 542.0700 SHARES DUE 7/15/2017 $0.00144/PV ON 376,000.00 PV DUE 89238MAD0 7/15/17 0.0000 0.000000 542.07 AMORTIZED PREMIUM ON U S TREASURY NT 1.125% 1/15/19 7/17/2017 912828N63 CURRENT YEAR AMORTIZATION 0.0000 0.000000 123.95 7/17/2017 INTEREST EARNED ON U S TREASURY NT 1.125 % 1/15/19 $1 PV 912828N63 ON 250000.0000 SHARES DUE 7/15/2017 0.0000 0.000000 - - - 1,406.25 - - - 7/17/2017 INTEREST EARNED ON U S TREASURY NT 0.750 % 7/15/19 $1 PV 912828S43 ON 3550000.0000 SHARES DUE 7/15/2017 0.0000 0.000000 - - - 13,312.50 - - - 7/19/2017 INTEREST EARNED ON F H L M C M T N 0.875 % 7/19/19 $1 PV ON 3137EAEB1 351000.0000 SHARES DUE 7/19/2017 0.0000 0.000000 - - - 1,535.63 - - - 7/19/2017 7/18/2017 PURCHASED PAR VALUE OF F H L M C 1.375 % 8/15/19 7/19/2017 3137EAEH8 /PERSHING LLC/510,000 PAR VALUE AT 99.853 % 510,000.0000 0.998530 - - - (509,250.30) 509,250.30 - - 7/19/2017 7/19/2017 7/19/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 384,687.7300 1.000000 - - - (384,687.73) 384,687.73 - - 7/19/2017 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 7/19/2017 912828L40 1.000% 9/15/18 0.0000 0.000000 - - - 1,318.21 - - - 7/19/2017 7/18/2017 SOLD PAR VALUE OF U S TREASURY NT 1.000 % 9/15/18 /CITIGROUP GLOBAL MARKETS INC./385,000 PAR VALUE AT 7/19/2017 912828L40 99.68325974 % -385,000.0000 0.996833 - - - 383,780.55 (385,617.71) (1,058.55) (778.61) 7/19/2017 AMORTIZED PREMIUM ON U S TREASURY NT 1.000 % 9/15/18 912828L40 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (182.71) - - 7/19/2017 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 7/19/2017 912828T83 0.750% 10/31/18 0.0000 0.000000 - - - 831.52 - - - 7/19/2017 7/18/2017 SOLD PAR VALUE OF U S TREASURY NT 0.750 % 10/31/18 /JP 7/19/2017 912828T83 MORGAN CHASE BANK/HSBCSI/510,000 PAR VALUE AT 99.30825882 % -510,000.0000 0.993083 - - - 506,472.12 (506,472.12) - - 7/19/2017 ACCREDITED DISCOUNT ON U S TREASURY NT 0.750 % 10/31/18 912828T83 MARKET DISCOUNT 0.0000 0.000000 - - - - 1,025.65 - - 7/24/2017 7/24/2017 7/24/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 1,442.3900 1.000000 - - - (1,442.39) 1,442.39 - - 7/24/2017 AMORTIZED PREMIUM ON WELLS FARGO MTN 1.78317% 4/23/18 94974BFK1 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (147.23) - - i 7/24/2017 INTEREST EARNED ON WELLS FARGO MTN 1.78317 % 4/23/18 $1 PV 94974BFK1 ON 320000.0000 SHARES DUE 7/23/2017 0.0000 0.000000 - - - 1,442.39 - - 7/25/2017 TRUST FEES COLLECTED CHARGED FOR PERIOD O6/01/2017 THRU 06/30/2017 COLLECTED BY DISBURSEMENT 0.0000 0.000000 - - - (529.41) - - 7/25/2017 INTEREST EARNED ON BMW VEHICLE OWNER 1.160% 11/25/20 $1 PV ON 439.8300 SHARES DUE 7/25/2017 $0.00097/PV ON 455,000.00 05582QAD9 PV DUE 7/25/17 0.0000 0.000000 - - - 439.83 - - - 7/25/2017 7/17/2017 PURCHASED PAR VALUE OF F F C B 0.00001 % 6/25/20 /MIZUHO 7/25/2017 3133EHRZ8 SECURITIES USA INC./510,000 PAR VALUE AT 100 % 510,000.0000 1.000000 - - - (510,000.00) 510,000.00 - -� 7/25/2017 7/25/2017 7/25/2017 3136AMTM1 PAID DOWN PAR VALUE OF F N M A GTD REMIC 1.186% 9/25/18 -33,901.6500 0.000000 - - - 33,901.65 (33,892.96) - 8.69 7/25/2017 INTEREST EARNED ON F N M A GTD REMIC 1.186 % 9/25/18 $1 PV11111 ON 377.8300 SHARES DUE 7/25/2017 $0.00101/PV ON 373,610.53 PV 3136AMTM1 DUE 7/25/17 i 0.0000 0.000000 - - - 377.83 - - - 7/25/2017 7/25/2017 7/25/2017 3137BNN26 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 1.780% 7/25/19 -145,042.3300 1.285355 - - - 145,042.33 (145,935.21) - (892.88) 7/25/2017 AMORTIZED PREMIUM ON F H L M C MLTCL MTG 1.780% 7/25/19 3137BNN26 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - I (51.26) - - 7/25/2017 INTEREST EARNED ON F H L M C MLTCL MTG 1.780% 7/25/19 $1 PV ON 300.5500 SHARES DUE 7/25/2017 $0.00148/PV ON 202,615.10 PV 3137BNN26 DUE 7/25/17 0.0000 0.000000 - - - 300.55 - - - 7/25/2017 7/25/2017 7/25/2017 3137BPCF4 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 1.376% 10/25/20 -38,423.0900 775.749582 - - - 38,423.09 (38,422.78) - 0.31 7/25/2017 INTEREST EARNED ON F H L M C MLTCL MTG 1.376 % 10/25/20 $1 PV ON 457.4900 SHARES DUE 7/25/2017 $0.00129/PV ON 355,872.27 PV 3137BPCF4 DUE 7/25/17 0.0000 0.000000 - - - 457.49 - - - 7/25/2017 7/25/2017 7/25/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 184,663.2900 1.000000 - - - (184,663.29) 184,663.29 - - 7/25/2017 7/25/2017 7/25/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -476,249.9300 1.000000 - - - 476,249.93 (476,249.93) - - 8/1/2017 7/26/2017 PURCHASED PAR VALUE OF F F C B DEB 0.00001 % 8/01/22 8/1/2017 3133EHTJ2 /CITIGROUP GLOBAL MARKETS INC./230,000 PAR VALUE AT 100 % 230,000.0000 1.000000 - - - (230,000.00) 230,000.00 - - 8/1/2017 8/1/2017 8/1/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -227,455.0000 1.000000 - - 227,455.00 (227,455.00) - - 8/1/2017 INTEREST EARNED ON FIRST AM GOVT OB FD CL Y UNIT ON 0.0000 31846V203 SHARES DUE 7/31/2017 INTEREST FROM 7/1/17 TO 7/31/17 0.0000 0.000000 - - 314.77 - - - 8/1/2017 AMORTIZED PREMIUM ON TEXAS ST REF WTR 2.036 % 8/01/20 882723UC1 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (38.40) - - 8/1/2017 INTEREST EARNED ON TEXAS ST REF WTR 2.036 % 8/01/20 $1 PV 882723UC1 ON 250000.0000 SHARES DUE 8/1/2017 0.0000 0.000000 - - - 2,545.00 - - - 8/2/2017 INTEREST EARNED ON F N M A 0.875% 8/02/19 $1 PV ON 3135GON33 530000.0000 SHARES DUE 8/2/2017 0.0000 0.000000 - - - 2,318.75 - - - 8/2/2017 8/2/2017 8/2/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 2,6331$2p0 t.000000 - - - (2,633.52) 2,633.52 - - Page 30 of 36 1051r RIVERSIDE COUNTY TRANSPORTATION COMMISSION Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COM Payden & Rygel Operating Portfolio Transaction Report Quarter ended September 30, 2017 rr- • rts o erm ong erm Miscellaneous Federal Tax Cost Gain/Loss Gain/Loss Price Commissions SEC Fees Fees Net Cash Amount Amount Amount Amount AMORTIZED PREMIUM ON APPLE INC 1.42233 % 5/03/18 8/3/2017 037833AG5 CURRENT YEAR AMORTIZATION INTEREST EARNED ON APPLE INC 1.42233% 5/03/18 $1 PV ON 8/3/2017 037833AG5 250000.0000 SHARES DUE 8/3/2017 8/3/2017 8/3/2017 8/3/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y INTEREST EARNED ON APPLE INC 1.100 % 8/02/19 $1 PV ON 8/4/2017 037833CB4 60000.0000 SHARES DUE 8/4/2017 8/4/2017 8/4/2017 8/4/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 0.0000 0.000000 0.0000 0.000000 908.7100 1.000000 0.0000 0.000000 908.71 (908.71) 330.00 330.0000 1.000000 330.00 (58.2 908.71 330.00 8/7/2017 8/7/2017 8/7/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 4,625.0000 1.000000 - - - (4,625.00) 4,625.00 - - 8/7/2017 INTEREST EARNED ON MICROSOFT CORP 1.850 % 2/06/20 $1 PV 594918BV5 ON 500000.0000 SHARES DUE 8/6/2017 0.0000 0.000000 - - - 4,625.00 - - - 8/8/2017 INTEREST EARNED ON APPLE INC 1.550 % 2/08/19 $1 PV ON 037833CE8 140000.0000 SHARES DUE 8/8/2017 0.0000 0.000000 - - - 1,078.97 - - - 8/8/2017 8/8/2017 8/8/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 1,078.9700 1.000000 - - - (1,078.97) 1,078.97 - - 8/9/2017 8/9/2017 8/9/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y A._ 31,472.1200 1.000000 - - - (31,472.12) 31,472.12 - - 8/9/2017 8/7/2017 PURCHASED PAR VALUE OF U S TREASURY BILL 8/15/17 /BMO CAPITAL MARKETS CORP/BONDS/3,253,000 PAR VALUE AT 8/9/2017 912796RE1 99.98441654 % 3,253,000.0000 0.999844 - - 3,252,493.07) 3,252,493.07 - - 8/9/2017 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 8/9/2017 912828W22 1.375% 2/15/20 111 0.0000 0.000000 - - 5,317.68 . - 8/9/2017 8/4/2017 SOLD PAR VALUE OF U S TREASURY NT 1.375% 2/15/20 /CITADEL 8/9/2017 912828W22 SECURITIES LLC/800,000 PAR VALUE AT 99.825674 % -800,000.0000 0.998257 - - - 798,605.39 795,911.61 2,693.78 8/9/2017 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 8/9/2017 912828W63 1.625% 3/15/20 0.0000 0.000000 - - - 15,922.84 - - 8/9/2017 8/4/2017 SOLD PAR VALUE OF U S TREASURY NT 1.625% 3/15/20 /CITADEL 8/9/2017 912828W63 SECURITIES LLC/2,453,000 PAR VALUE AT 100.453293 % -2,453,000.0000 1.004533 - - - 2,464,119.28 (2,451,909.82) 12,209.46 - 8/11/2017 8/11/2017 8/11/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y = 674.6700 1.000000 - - - (674.67) 674.67 - - 8/11/2017 INTEREST EARNED ON WELLS FARGO 2.112 % 2/11/22 $1 PV ON 949746SP7 125000.0000 SHARES DUE 8/11/2017 0.0000 0.000000 - - - 674.67 - - - 8/14/2017 INTEREST EARNED ON F F C B DEB 1.30389% 7/13/22 $1 PV ON 3133EHRD7 310000.0000 SHARES DUE 8/13/2017 0.0000 0.000000 - - - 348.07 - - - 8/14/2017 8/14/2017 8/14/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 1,498.5700 1.000000 - - - (1,498.57) 1,498.57 - - 8/14/2017 INTEREST EARNED ON NOVARTIS CAPITAL 1.800 % 2/14/20 $1 PV 66989HAL2 ON 130000.0000 SHARES DUE 8/14/2017 0.0000 0.000000 - - - 1,150.50 - - - 8/15/2017 INTEREST EARNED ON AMERICAN EXPRESS 1.640 % 12/15/21 $1 PV ON 574.0000 SHARES DUE 8/15/2017 $0.00137/PV ON 420,000.00 PV 02582JHG8 DUE 8/15/17 0.0000 0.000000 - - - 574.00 - - - 8/15/2017 INTEREST EARNED ON BERKSHIRE HATHAWAY 1.300% 8/15/19 $1 084664CK5 PV ON 160000.0000 SHARES DUE 8/15/2017 0.0000 0.000000 - - - 1,040.00 - - - 8/15/2017 AMORTIZED PREMIUM ON CHASE ISSUANCE TRUST 1.370% 6/15/21 161571HC1 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (25.35) - - 8/15/2017 INTEREST EARNED ON CHASE ISSUANCE TRUST 1.370 % 6/15/21 $1 PV ON 856.2500 SHARES DUE 8/15/2017 $0.00114/PV ON 750,000.00 161571HC1 PV DUE 8/15/17 0.0000 0.000000 - - - 856.25- 8/15/2017 AMORTIZED PREMIUM ON CISCO SYSTEMS INC 4.950 % 2/15/19 17275RAE2 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (1,669.43) - - 8/15/2017 INTEREST EARNED ON CISCO SYSTEMS INC 4.950 % 2/15/19 $1 PV 17275RAE2 ON 360000.0000 SHARES DUE 8/15/2017 0.0000 0.000000 - - - 8,910.00 • - - - 8/15/2017 8/15/2017 8/15/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 1,774.4200 1.000000 - - - (1,774.42) 1,774.42 - - 8/15/2017 8/15/2017 8/15/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 18,580.5100 1.000000 - - - (18,580.51) 18,580.51 - - 8/15/2017 INTEREST EARNED ON JOHN DEERE OWNER 1.780% 4/15/21 $1 PV ON 459.8300 SHARES DUE 8/15/2017 $0.00148/PV ON 310,000.00 PV 47787XAC1 DUE 8/15/17 0.0000 0.000000 - - - 459.83 - - - 8/15/2017 INTEREST EARNED ON MERCEDES BENZ AUTO 1.790 % 4/15/20 $1 PV ON 551.9200 SHARES DUE 8/15/2017 $0.00149/PV ON 370,000.00 58769DAD2 PV DUE 8/15/17 0.0000 0.000000 - - - 551.92 - - - 8/15/2017 AMORTIZED PREMIUM ON NEW YORK ST SER B 3.600 % 2/15/19 649791 EV8 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (452.08) - - 8/15/2017 INTEREST EARNED ON NEW YORK ST SER B 3.600 % 2/15/19 $1 PV 649791EV8 ON 250000.0000 SHARES DUE 8/15/2017 0.0000 0.000000 - - - 4,500.00 - - 8/15/2017 INTEREST EARNED ON SANTANDER DRIVE 1.770 % 9/15/20 $1 PV ON 162.2500 SHARES DUE 8/15/2017 $0.00148/PV ON 110,000.00 PV 80284TAF2 DUE 8/15/17 0.0000 0.000000 - - - 162.25 - - 8/15/2017 INTEREST EARNED ON TOYOTA AUTO 1.760% 7/15/21 $1 PV ON 89190BAD0 520000.0000 SHARES DUE 8/15/2017 0.0000 0.000000 - - - 762.67 - 8/15/2017 INTEREST EARNED ON TOYOTA AUTO 1.730 % 2/16/21 $1 PV ON 542.0700 SHARES DUE 8/15/2017 $0.00144/PV ON 376,000.00 PV DUE 89238MAD0 8/15/17 0.0000 0.000000 - - - 542.07 8/15/2017 INTEREST EARNED ON U S TREASURY BILL 8/15/17 $1 PV ON 912796RE1 3253000.0000 SHARES DUE 8/15/2017 3,253,000 PAR VALUE AT 100 % 0.0000 0.000000 - - 8/15/2017 8/15/2017 MATURED PAR VALUE OF U S TREASURY BILL 8/15/17 3,253,000 8/15/2017 912796RE1 PAR VALUE AT 100 % -3,253,OO(ARO 1.000000 - - - 3,252,493.07 (3,252,493.07) - - Page 31 of 36 1051r RIVERSIDE COUNTY TRANSPORTATION COMMISSION Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COM Payden & Rygel Operating Portfolio Transaction Report Quarter ended September 30, 2017 Transaction Settlement Miscellaneous Federal Tax Cost Short Term Gain/Loss Long Term Gain/Loss rae 8/15/2017 I'd •e rae 8/4/2017 rae r • rescnp ion PURCHASED PAR VALUE OF U S TREASURY NT 1.500% 8/15/20 8/15/2017 912828202 /CITADEL SECURITIES LLC/3,253,000 PAR VALUE AT 99.9386431 % rnis 3,253,000.0000 •rice ommissions ees ees 0.999386 - - - •e as •moun •moun (3,251,004.06) 3,251,004.06 ,moun - - oun - - - - 8/23/2017 INTEREST EARNED ON APPLE INC 1.700 % 2/22/19 $1 PV ON 037833602 40000.0000 SHARES DUE 8/23/2017 0.0000 0.000000 - - - 340.00 - - 8/23/2017 8/23/2017 8/23/2017 31846V203 PURCHASED UNITS OF FIRST AM GOUT OB FD CL Y 340.0000 1.000000 - - - (340.00) 340.00 - 8/24/2017 PAID ACCRUED INTEREST ON PURCHASE OF CALIFORNIA ST BUILD 8/24/2017 13063BFS6 6.650% 3/01/22 0.0000 0.000000 - - - (13,581.70) - - 8/24/2017 8/21/2017 PURCHASED PAR VALUE OF CALIFORNIA ST BUILD 6.650 % 3/01/22 8/24/2017 130636FS6 /RAYMOND JAMES/FI/425,000 PAR VALUE AT 117.055 % 425,000.0000 1.170550 - - - (497,483.75) 497,483.75 - - 8/24/2017 8/17/2017 PURCHASED PAR VALUE OF F F C B DEB 0.00001 % 8/24/20 8/24/2017 3133EHVR1 /CITIGROUP GLOBAL MARKETS INC./130,000 PAR VALUE AT 100 % 130,000.0000 1.000000 - - - (130,000.00) 130,000.00 - - 8/24/2017 8/24/2017 8/24/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -130,141.2500 1.000000 - - - 130,141.25 (130,141.25) - - 8/24/2017 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 8/24/2017 912828202 1.500% 8/15/20 0.0000 0.000000 - - - 155.91 - - - 11 8/24/2017 8/21/2017 SOLD PAR VALUE OF U S TREASURY NT 1.500% 8/15/20 /NOMURA 8/24/2017 912828202 SECURITIES INTL., FIXED/425,000 PAR VALUE AT 100.144531 % -425,000.0000 1.001445 - - - 425,614.26 (424,739.23) 875.03 - 8/24/2017 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 8/24/2017 912828202 1.500% 8/15/20 0.0000 0.000000 - - - 31.18 - - - 8/24/2017 8/21/2017 SOLD PAR VALUE OF U S TREASURY NT 1.500% 8/15/20 /NOMURA 8/24/2017 912828202 SECURITIES INTL., FIXED/85,000 PAR VALUE AT 100.144531 % -85,000.0000 85,122.85 i (84,947.85) 175.00 - 1.001445 - - - 8/25/2017 TRUST FEES COLLECTED CHARGED FOR PERIOD 07/01/2017 THRU 07/31/2017 COLLECTED BY DISBURSEMENT 0.0000 0.000000 - - - 530.33� - - - 8/25/2017 INTEREST EARNED ON BMW VEHICLE OWNER 1.160% 11/25/20 $1 PV ON 439.8300 SHARES DUE 8/25/2017 $0.00097/PV ON 455,000.00 05582QAD9 PV DUE 8/25/17 0.0000 0.000000 - - 439.83 - - - 8/25/2017 INTEREST EARNED ON F F C B 1.23222 % 6/25/20 $1 PV ON 3133EHRZ8 510000.0000 SHARES DUE 8/25/2017 0.0000 0.000000 - - - 541.15 - - - 8/25/2017 8/25/2017 8/25/2017 3136AMTM1 PAID DOWN PAR VALUE OF F N M A GTD REMIC 1.186% 9/25/18 -103,551.7600 0.000000 - - - 103,551.76 (103,525.23) - 26.53 8/25/2017 INTEREST EARNED ON F N M A GTD REMIC 1.186 % 9/25/18 $1 PV ON 416.0400 SHARES DUE 8/25/2017 $0.00122/PV ON 339,708.88 PV 3136AMTM1 DUE 8/25/17 0.0000 0.000000 - - - 416.04 - - - 8/25/2017 8/25/2017 8/25/2017 3137BNN26 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 1.780% 7/25/19 -93.4500 0.000000 - - - 93.45 (94.00) - (0.55) 8/25/2017 AMORTIZED PREMIUM ON F H L M C MLTCL MTG 1.780 % 7/25/19 31376NN26 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (15.05) - - 8/25/2017 INTEREST EARNED ON F H L M C MLTCL MTG 1.780 % 7/25/19 $1 PV ON 85.4000 SHARES DUE 8/25/2017 $0.00148/PV ON 57,572.77 PV 3137BNN26 DUE 8/25/17 0.0000 0.000000 - - - 85.40 - - - 8/25/2017 8/25/2017 8/25/2017 3137BPCF4 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 1.376 % 10/25/20 -890.1900 0.000000 - - - 890.19 (890.18) - 0.01 8/25/2017 INTEREST EARNED ON F H L M C MLTCL MTG 1.376 % 10/25/20 $1 PV ON 364.0100 SHARES DUE 8/25/2017 $0.00115/PV ON 317,449.18 PV 31376PCF4 DUE 8/25/17 0.0000 0.000000 - - - 364.01 - - - 8/25/2017 8/25/2017 8/25/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 104,418.4500 1.000000 - - - (104,418.45) 104,418.45 - - 8/25/2017 8/25/2017 8/25/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 1,433.0500 1.000000 - - - (1,433.05) 1,433.05 - - 8/28/2017 PAID ACCRUED INTEREST ON PURCHASE OF AUTOMATIC DATA 8/28/2017 053015AD5 2.250% 9/15/20 0.0000 0.000000 - - - (4,584.38) - - - 8/28/2017 8/23/2017 PURCHASED PAR VALUE OF AUTOMATIC DATA 2.250 % 9/15/20 /BMO CAPITAL MARKETS CORP/BONDS/450,000 PAR VALUE AT 101.36 8/28/2017 053015AD5 % 450,000.0000 1.013600 - - - 1- (456,120.00) 456,120.00 - - 8/28/2017 RECEIVED ACCRUED INTEREST ON SALE OF CHEVRON CORP 8/28/2017166764AV2 1.365% 3/02/18 0.0000 0.000000 - - - 2,335.67 - - - 8/28/2017 8/23/2017 SOLD PAR VALUE OF CHEVRON CORP 1.365% 3/02/18 /TORONTO DOMINION SECURITIES (U/350,000 PAR VALUE AT 99.972 8/28/2017 166764AV2 % -350,000.0000 0.999720 - - - 349,902.00 (349,979.00) - (77.00) 8/28/2017 INTEREST EARNED ON F N M A DEB 1.000 % 2/26/19 $1 PV ON 3135G0J53 500000.0000 SHARES DUE 8/26/2017 0.0000 0.000000 - - - 2,500.00 - - - 8/28/2017 INTEREST EARNED ON F N M A 1.000% 8/28/19 $1 PV ON 3135GOP49 510000.0000 SHARES DUE 8/28/2017 0.0000 0.000000 - - - 2,550.00 - - - 8/28/2017 INTEREST EARNED ON F N M A DEB 1.500% 2/28/20 $1 PV ON 3135GOT29 300000.0000 SHARES DUE 8/28/2017 0.0000 0.000000 - - - 2,250.00 - - - 8/28/2017 8/28/2017 8/28/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y= -101,166.7100 1.000000 - - - 101,166.71 (101,166.71) - - 9/1/2017 AMORTIZED PREMIUM ON CALIFORNIA ST BUILD 6.650 % 3/01/22 130636FS6 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (290.00) - - 9/1/2017 INTEREST EARNED ON CALIFORNIA ST BUILD 6.650 % 3/01/22 $1 PV 13063BFS6 ON 425000.0000 SHARES DUE 9/1/2017 0.0000 0.000000 - - - 14,131.25 - - - 9/1/2017 INTEREST EARNED ON EXXON MOBIL 1.708 % 3/01/19 $1 PV ON 30231GAP7 40000.0000 SHARES DUE 9/1/2017 0.0000 0.000000 - - - 341.60 - - - 9/1/2017 INTEREST EARNED ON EXXON MOBIL 1.439% 3/01/18 $1 PV ON 30231GAU6 40000.0000 SHARES DUE 9/1/2017 0.0000 0.000000 - - - 287.80 - - - 9/1/2017 INTEREST EARNED ON F F C B DEB 1.30167 % 8/01/22 $1 PV ON 3133EHTJ2 230000.0000 SHARES DUE 9/1/2017 0.0000 0.000000 - - - 257.80 - - - 9/1/2017 9/1/2017 9/1/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 25,537M° 1.000000 - - - (25,537.20) 25,537.20 - - Page 32 of 36 1051r RIVERSIDE COUNTY TRANSPORTATION COMMISSION Payden & Rygel Operating Portfolio Transaction Report Quarter ended September 30, 2017 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COM Transaction Settlement Miscellaneous Federal Tax Cost Short Term Gain/Loss Long Term Gain/Loss Date Trade Date Date CUSIP Description Units Price Commissions SEC Fees Fees Net Cash Amount Amount Amount Amount 9/1/2017 INTEREST EARNED ON FIRST AM GOVT OB FD CL Y UNIT ON 0.0000 31846V203 SHARES DUE 8/31/2017 INTEREST FROM 8/1/17 TO 8/31/17 0.0000 0.000000 - - - 184.13 - - - 9/1/2017 INTEREST EARNED ON LOS ANGELES CA 1.125% 9/01/19 $1 PV 54465AGK2 ON 270000.0000 SHARES DUE 9/1/2017 0.0000 0.000000 - - - 1,518.75 -N-- - - 9/1/2017 AMORTIZED PREMIUM ON NEW YORK ST REF SER 3.600% 9/01/19 649791EJ5 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - - - 9/1/2017 INTEREST EARNED ON NEW YORK ST REF SER 3.600% 9/01/19 $1 PV 649791EJ5 ON 500000.0000 SHARES DUE 9/1/2017 0.0000 0.000000 - - - 9,000.00 �227.95) - - - 9/5/2017 PAID ACCRUED INTEREST ON PURCHASE OF F H L M C M T N 9/5/2017 3134GBFU1 1.750% 4/27/20 0.0000 0.000000 - - - (4,666.67) - - - 9/5/2017 8/31/2017 PURCHASED PAR VALUE OF F H L M C M T N 1.750% 4/27/20 9/5/2017 3134GBFU1 /MORGAN STANLEY & CO. LLC/750,000 PAR VALUE AT 100.0637 % 750,000.0000 1.000637 - - - (750,477.75) 750,477.75 - - 9/5/2017 9/5/2017 9/5/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 159,639.4600 1.000000 - - - (159,639.46) 159,639.46 - - 9/5/2017 PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 9/5/2017 9128282T6 1.250% 8/31/19 0.0000 0.000000 - - - (86.33) - - 9/5/2017 8/30/2017 PURCHASED PAR VALUE OF U S TREASURY NT 1.250% 8/31/19 /NOMURA SECURITIES/FIX INCOME/500,000 PAR VALUE AT 99.828126 9/5/2017 9128282T6 % 500,000.0000 0.998281 - - 499,140.63 499,140.63 9/5/2017 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 9/5/2017 912828N63 1.125% 1/15/19 0.0000 0.000000 - - 397.42 - 9/5/2017 9/1/2017 SOLD PAR VALUE OF U S TREASURY NT 1.125% 1/15/19 /CITIGROUP GLOBAL MARKETS INC./XOTC 250,000 PAR VALUE AT 9/5/2017 912828N63 99.808594 % -250,000.0000 0.998086 - - - 249,521.49 (251,234.19) - (1,712.70) 9/5/2017 AMORTIZED PREMIUM ON U S TREASURY NT 1.125% 1/15/19 912828N63 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (100.34) - - 9/5/2017 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 9/5/2017 912828T83 0.750% 10/31/18 0.0000 0.000000 - - - 769.57 - - - 9/5/2017 9/1/2017 SOLD PAR VALUE OF U S TREASURY NT 0.750% 10/31/18 /CITIGROUP GLOBAL MARKETS INC./ROTC 295,000 PAR VALUE AT 9/5/2017 912828T83 99.414063 % -295,000.0000 0.994141 - - - 293,271.49 (293,271.49) - - 9/5/2017 ACCREDITED DISCOUNT ON U S TREASURY NT 0.750% 10/31/18 912828T83 MARKET DISCOUNT 0.0000 0.000000 - - - - 905.40 - - 9/5/2017 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 9/5/2017 912828XU9 1.500% 6/15/20 0.0000 0.000000 - - - 2,906.97 - - - 9/5/2017 8/30/2017 SOLD PAR VALUE OF U S TREASURY NT 1.500% 6/15/20 /NOMURA 9/5/2017 912828XU9 SECURITIES INTL., FIXED/865,000 PAR VALUE AT 100.226563 % -865,000.0000 1.002266 - - 866,959.77 865,102.99) 1,856.78 - 9/5/2017 AMORTIZED PREMIUM ON U S TREASURY NT 1.500% 6/15/20 912828XU9 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - (16.98) 9/6/2017 AMORTIZED PREMIUM ON BANK OF NY MTN 1.69944 % 3/06/18 06406HCK3 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (117.23) - - 9/6/2017 INTEREST EARNED ON BANK OF NY MTN 1.69944% 3/06/18 $1 PV 06406HCK3 ON 750000.0000 SHARES DUE 9/6/2017 0.0000 0.000000 - - - 3,186.46 - - - 9/6/2017 INTEREST EARNED ON EXXON MOBIL 1.305% 3/06/18 $1 PV ON 30231GAL6 460000.0000 SHARES DUE 9/6/2017 0.0000 0.000000 - - - 3,001.50 - - - 9/6/2017 8/29/2017 PURCHASED PAR VALUE OF F F C B 0.00001% 9/06/22 9/6/2017 3133EHXH1 /JEFFERIES LLC/260,000 PAR VALUE AT 100 % 260,000.0000 1.000000 - - - (260,000.00) 260,000.00 - - 9/6/2017 9/6/2017 9/6/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -253,812.0400 1.000000 - - - 253,812.04 (253,812.04) - - 9/8/2017 RECEIVED ACCRUED INTEREST ON SALE OF F H L B 0.875% 9/8/2017 3130A9AE1 10/01/18 0.0000 0.000000 - - - 1,335.59 - - - 9/8/2017 9/7/2017 SOLD PAR VALUE OF F H L B 0.875% 10/01/18 /MORGAN 9/8/2017 3130A9AE1 STANLEY & CO. LLC/350,000 PAR VALUE AT 99.588 % -350,000.0000 0.995880 - - - 348,558.00 (349,762.00) - (1,204.00) 9/8/2017 9/7/2017 PURCHASED PAR VALUE OF F H L B 1.375% 9/28/20 9/8/2017 3130ACE26 /PERSHING LLC/360,000 PAR VALUE AT 99.679 % 360,000.0000 0.996790 - - - (358,844.40) 358,844.40 - - 9/8/2017 9/8/2017 9/8/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -8,950.8100 1.000000 - - - 8,950.81 (8,950.81) - - 9/13/2017 INTEREST EARNED ON F F C B DEB 1.30889% 7/13/22 $1 PV ON 3133EHRD7 310000.0000 SHARES DUE 9/13/2017 0.0000 0.000000 - - - 349.40 - - - 9/13/2017 9/13/2017 9/13/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 349.4000 1.000000 - - - (349.40) 349.40 - - 9/14/2017 9/14/2017 9/14/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -1,316.7900 1.000000 - - - 1,316.79 (1,316.79) - - 9/14/2017 PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 9/14/2017 9128282T6 1.250% 8/31/19 0.0000 0.000000 - - - (1,053.38) - - - 9/14/2017 9/12/2017 PURCHASED PAR VALUE OF U S TREASURY NT 1.250% 8/31/19 /CITIGROUP GLOBAL MARKETS INC./2,179,000 PAR VALUE AT 9/14/2017 9128282T6 99.83593759% 2,179,000.0000 0.998359 - - - (2,175,425.08) 2,175,425.08 - - 9/14/2017 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 9/14/2017 912828R85 0.875% 6/15/19 0.0000 0.000000 - - - 2,793.40 - - - 9/14/2017 9/12/2017 SOLD PAR VALUE OF U S TREASURY NT 0.875% 6/15/19 /CITIGROUP GLOBAL MARKETS INC./XOTC 1,284,000 PAR VALUE AT 9/14/2017 912828R85 99.230819 % -1,284,000.0000 0.992308 - - - • 1,274,123.72 (1,279,466.33) - (5,342.61) 9/14/2017 ACCREDITED DISCOUNT ON U S TREASURY NT 0.875% 6/15/19 912828R85 MARKET DISCOUNT 0.0000 0.000000 - - - - 1,457.35 - - 9/14/2017 AMORTIZED PREMIUM ON U S TREASURY NT 0.875% 6/15/19 912828R85 CURRENT YEAR AMORTIZATION An 0.000000 - - - - (186.11) - - Page 33 of 36 1051r RIVERSIDE COUNTY TRANSPORTATION COMMISSION Account Number: 001050990415 Transaction Settlement Name: RIVERSIDE COUNTY TRANS COM Payden & Rygel Operating Portfolio Transaction Report Quarter ended September 30, 2017 Date 9/14/2017 Trade Date Date CUSIP Description RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 9/14/2017 912828ST8 1.250% 4/30/19 Units 0.0000 Price Commissions SEC Fees Fees 0.000000 - - - Net Cash Amount Amount 4,164.91 Amount Amount - - 9/14/2017 9/12/2017 SOLD PAR VALUE OF U S TREASURY NT 1.250 % 4/30/19 /CITIGROUP GLOBAL MARKETS INC./XOTC 895,000 PAR VALUE AT 9/14/2017 912828ST8 99.897166 % -895,000.0000 0.998972 - - - 894,079.64 (894,282.58) (202.94) _ - 9/15/2017 INTEREST EARNED ON AMERICAN EXPRESS 1.640 % 12/15/21 $1 PV ON 574.0000 SHARES DUE 9/15/2017 $0.00137/PV ON 420,000.00 PV 02582JHG8 DUE 9/15/17 0.0000 0.000000 - - - 574.00 - - - 9/15/2017 AMORTIZED PREMIUM ON AUTOMATIC DATA 2.250% 9/15/20 053015AD5 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (91.81) - - 9/15/2017 INTEREST EARNED ON AUTOMATIC DATA 2.250% 9/15/20 $1 PV 053015AD5 ON 450000.0000 SHARES DUE 9/15/2017 0.0000 0.000000 - - - 5,062.50 - - - 9/15/2017 AMORTIZED PREMIUM ON CHASE ISSUANCE TRUST 1.370% 6/15/21 161571HC1 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (21.34) - - 9/15/2017 INTEREST EARNED ON CHASE ISSUANCE TRUST 1.370 % 6/15/21 $1 161571HC1 PV ON 750000.0000 SHARES DUE 9/15/2017 0.0000 0.000000 - - - 856.25 - - - 9/15/2017 AMORTIZED PREMIUM ON EXXON MOBIL CORP 1.819% 3/15/19 30231GAD4 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (73.64) - - 9/15/2017 INTEREST EARNED ON EXXON MOBIL CORP 1.819% 3/15/19 $1 PV 30231GAD4 ON 100000.0000 SHARES DUE 9/15/2017 0.0000 0.000000 - - - 909.50 - - - 9/15/2017 9/15/2017 9/15/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 17,235.2400 1.000000 - - - (17 235 24) 17,235.24 - - 9/15/2017 9/15/2017 9/15/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 525,977.0000 1.000000 - - - (525,977.00) 525,977.00 - - 9/15/2017 9/15/2017 MATURED PAR VALUE OF GEN ELEC CAP CRP MTN 5.625 % 9/15/17 9/15/2017 36962G3H5 500,000 PAR VALUE AT 100 % _ -500,000.0000 1.000000 - - - 500,000.00 (500,000.00) - - 9/15/2017 AMORTIZED PREMIUM ON GEN ELEC CAP CRP MTN 5.625% 9/15/17 36962G3H5 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - - - - - - - - - 9/15/2017 INTEREST EARNED ON GEN ELEC CAP CRP MTN 5.625 % 9/15/17 $1 PV ON 500000.0000 SHARES DUE 9/15/2017 INTEREST ON MATURITY 36962G3H5 9/15/17 0.0000 0.000000 - - - �10,910.95) 14,062.50 9/15/2017 INTEREST EARNED ON JOHN DEERE OWNER 1.780% 4/15/21 $1 PV ON 459.8300 SHARES DUE 9/15/2017 $0.00148/PV ON 310,000.00 PV 47787XAC1 DUE 9/15/17 0.0000 0.000000 - - - 459.83 9/15/2017 AMORTIZED PREMIUM ON ELI LILLY CO 1.950% 3/15/19 532457BF4 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (486.05) - - 9/15/2017 INTEREST EARNED ON ELI LILLY CO 1.950 % 3/15/19 $1 PV ON 532457BF4 525000.0000 SHARES DUE 9/15/2017 0.0000 0.000000 - - - 5,118.75 - - - 9/15/2017 INTEREST EARNED ON MERCEDES BENZ AUTO 1.790 % 4/15/20 $1 58769DAD2 PV ON 370000.0000 SHARES DUE 9/15/2017 0.0000 0.000000 - - - 551.92 - - - 9/15/2017 INTEREST EARNED ON SANTANDER DRIVE 1.770 % 9/15/20 $1 PV ON 162.2500 SHARES DUE 9/15/2017 $0.00148/PV ON 110,000.00 PV 80284TAF2 DUE 9/15/17 0.0000 0.000000 - - - 162.25 - - - 9/15/2017 INTEREST EARNED ON TOYOTA AUTO 1.760% 7/15/21 $1 PV ON 89190BAD0 520000.0000 SHARES DUE 9/15/2017 0.0000 0.000000 - - - 762.67 - - - 9/15/2017 INTEREST EARNED ON TOYOTA AUTO 1.730 % 2/16/21 $1 PV ON 542.0700 SHARES DUE 9/15/2017 $0.00144/PV ON 376,000.00 PV DUE 89238MAD0 9/15/17 0.0000 0.000000 - - - 542.07 - - - 9/15/2017 AMORTIZED PREMIUM ON U S TREASURY NT 1.000% 3/15/19 912828P95 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (982.79) - - 9/15/2017 INTEREST EARNED ON U S TREASURY NT 1.000 % 3/15/19 $1 PV 912828P95 ON 2830000.0000 SHARES DUE 9/15/2017 0.0000 0.000000 - - - 14,150.00 - - - 9/18/2017 INTEREST EARNED ON F H L B DEB 1.375% 3/18/19 $1 PV ON 3130AAXX1 520000.0000 SHARES DUE 9/18/2017 it 0.0000 0.000000 - - - 3,733.89 it- 9/18/2017 9/18/2017 9/18/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 3,733.8900 1.000000 - - - (3,733.89) 3,733.89 9/20/2017 INTEREST EARNED ON CISCO SYSTEMS INC 1.400 % 9/20/19 $1 PV 17275RBG6 ON 110000.0000 SHARES DUE 9/20/2017 1F-0.0000 0.000000 - - - 770.00 9/20/2017 9/20/2017 9/20/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -139,215.2400 1.000000 - - - 139,215.24 (139,215.24) - - 9/20/2017 9/13/2017 PURCHASED PAR VALUE OF USAA AUTO OWNER 1.700% 5/17/21 /BNY/MIZUHO SECURITIES USA INC./140,000 PAR VALUE AT 9/20/2017 90290AAC1 99.98945714 % 140,000.0000 0.999895 - - - (139,985.24) 139,985.24 - - 9/22/2017 9/22/2017 9/22/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -507,964.1200 1.000000 - - - 507,964.12 (507,964.12) - - 9/22/2017 PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 9/22/2017 9128282V1 1.375% 9/15/20 0.0000 0.000000 - - - (135.60) - - - • 9/22/2017 9/15/2017 PURCHASED PAR VALUE OF U S TREASURY NT 1.375% 9/15/20 /NOMURA SECURITIES/FIX INCOME/510,000 PAR VALUE AT 9/22/2017 9128282V1 99.57421961 % 510,000.0000 0.995742 - - - (507,828.52) 507,828.52 9/25/2017 TRUST FEES COLLECTED CHARGED FOR PERIOD 08/01/2017 THRU 08/31/2017 COLLECTED BY DISBURSEMENT ' 0.0000 0.000000 - - - (531.12) 9/25/2017 INTEREST EARNED ON BMW VEHICLE OWNER 1.160% 11/25/20 $1 PV ON 439.8300 SHARES DUE 9/25/2017 $0.00097/PV ON 455,000.00 05582QAD9 PV DUE 9/25/17 0.0000 0.000000 - - - 439.83 9/25/2017 RECEIVED ACCRUED INTEREST ON SALE OF F H L B 0.875% 9/25/2017 3130A9AE1 10/01/18 0.0000 0.000000 - - - 676.67 61 Page 34 of 36 1051r RIVERSIDE COUNTY TRANSPORTATION COMMISSION Account Number: 001050990415 Transaction Settlement Name: RIVERSIDE COUNTY TRANS COM Payden & Rygel Operating Portfolio Transaction Report Quarter ended September 30, 2017 Date 9/25/2017 Trade Date 9/21/2017 Date CUSIP 9/25/2017 3130A9AE1 Description Units -160,000.0000 Price Commissions SEC Fees Fees 0.995080 - - - Net Cash Amount 159,212.80 Amount Amount Amount 678.40 SOLD PAR VALUE OF F H L B 0.875% 10/01/18 /JEFFERIES LLC/160,000 PAR VALUE AT 99.508 % (159,891.20) - 9/25/2017 3133EHRZ8 INTEREST EARNED ON F F C B 1.23444% 6/25/20 $1 PV ON 510000.0000 SHARES DUE 9/25/2017 0.0000 0.000000 - - - 542.12 - - 9/25/2017 3133EHVR1 INTEREST EARNED ON F F C B DEB 1.24611% 8/24/20 $1 PV ON 130000.0000 SHARES DUE 9/24/2017 0.0000 0.000000 - - - 139.50 - - 9/25/2017 9/25/2017 3135G0E58 RECEIVED ACCRUED INTEREST ON SALE OF F N M A DEB 1.125% 10/19/18 0.0000 0.000000 - - - 2,583.75 - - _ 9/25/2017 9/21/2017 9/25/2017 3135G0E58 SOLD PAR VALUE OF F N M A DEB 1.125% 10/19/18 /BNY/MIZUHO SECURITIES USA INC./530,000 PAR VALUE AT 99.749 % -530,000.0000 0.997490 - - - 528,669.70 (529,141.40) - (471.70) 9/25/2017 9/25/2017 9/25/2017 3136AMTM1 PAID DOWN PAR VALUE OF F N M A GTD REMIC 1.186% 9/25/18 -56,075.7800 0.000000 - - - 56,075.78 (56,061.41) - 14.37 9/25/2017 3136AMTM1 INTEREST EARNED ON F N M A GTD REMIC 1.186% 9/25/18 $1 PV ON 292.4900 SHARES DUE 9/25/2017 $0.00124/PV ON 236,157.12 PV DUE 9/25/17 0.0000 0.000000 - - - 292.49 - - - 9/25/2017 9/25/2017 9/25/2017 3137BNN26 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 1.780% 7/25/19 -93.9200 1,160.115098 - - - 93.92 (94.45) - (0.53) 9/25/2017 3137BNN26 AMORTIZED PREMIUM ON F H L M C MLTCL MTG 1.780% 7/25/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (15.03) - - 9/25/2017 3137BNN26 INTEREST EARNED ON F H L M C MLTCL MTG 1.780% 7/25/19 $1 PV ON 85.2600 SHARES DUE 9/25/2017 $0.00148/PV ON 57,479.32 PV DUE 9/25/17 0.0000 0.000000 - - - 85.26 - - 9/25/2017 9/25/2017 9/25/2017 31376PCF4 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 1.376% 10/25/20 -16,863.7800 120.757369 - - - 16,863.78 (16,863.65) - 0.13 9/25/2017 3137BPCF4 INTEREST EARNED ON F H L M C MLTCL MTG 1.376% 10/25/20 $1 PV ON 385.8300 SHARES DUE 9/25/2017 $0.00122/PV ON 316,558.99 PV DUE 9/25/17 0.0000 0.000000 - - - 385.83 - 9/25/2017 9/25/2017 9/25/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 649,489.6800 1.000000 - - - (649,489.68) 649,489.68 - - 9/25/2017 9/25/2017 9/25/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 17,868.6200 1.000000 - - - (17,868.62) 17,868.62 - - 9/25/2017 9/25/2017 9128282V1 PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 1.375% 9/15/20 0.0000 0.000000 - - - (227.90) - - - 9/25/2017 9/20/2017 9/25/2017 9128282V1 PURCHASED PAR VALUE OF U S TREASURY NT 1.375% 9/15/20 /CITADEL SECURITIES LLC/600,000 PAR VALUE AT 99.37811167 % 600,000.0000 0.993781 - - - (596,268.67) 596,268.67 - - 9/25/2017 9/25/2017 912828T83 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 0.750% 10/31/18 0.0000 0.000000 - - - 1,508.15 - - - 9/25/2017 9/21/2017 9/25/2017 912828T83 SOLD PAR VALUE OF U S TREASURY NT 0.750% 10/31/18 /HSBC SECURITIES, INC./500,000 PAR VALUE AT 99.363282 % -500,000.0000 0.993633 - - - 496,816.41 (496,816.41) - - 9/25/2017 912828T83 ACCREDITED DISCOUNT ON U S TREASURY NT 0.750% 10/31/18 MARKET DISCOUNT 0.0000 0.000000 - - - - 1,280.66 - - 9/26/2017 9/26/2017 13066YTY5 PAID ACCRUED INTEREST ON PURCHASE OF CALIFORNIA ST DEPT 1.713% 5/01/21 0.0000 0.000000 - - - (747.16) - - - 9/26/2017 9/22/2017 9/26/2017 13066YTY5 PURCHASED PAR VALUE OF CALIFORNIA ST DEPT 1.713% 5/01/21 /PERSHING LLC/108,289.88 PAR VALUE AT 98.99299916 % 108,289.8800 0.989930 - - - (107,199.40) 107,199.40 - - 9/26/2017 9/26/2017 9/26/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -596,496.5700 1.000000 - - - 596,496.57 (596,496.57) - - 9/26/2017 9/26/2017 9/26/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -107,946.5600 1.000000 - - - 107,946.56 (107,946.56) - - 9/26/2017 9/25/2017 9128282V1 PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 1.375% 9/15/20 0.0000 0.000000 - - - (227.90) - - - 9/26/2017 9/20/2017 9/25/2017 9128282V1 PURCHASED PAR VALUE OF U S TREASURY NT 1.375% 9/15/20 /CITADEL SECURITIES LLC/600,000 PAR VALUE AT 99.378112 % 600,000.0000 0.993781 - - - (596,268.67) 596,268.67 9/27/2017 3130ABMP8 INTEREST EARNED ON F H L B DEB 1.133% 6/27/19 $1 PV ON 1400000.0000 SHARES DUE 9/27/2017 0.0000 0.000000 - - - 4,053.62 i - 9/27/2017 9/27/2017 9/27/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 596,496.5700 1.000000 - - - (596,496.57) 596,496.57 - - 9/27/2017 9/27/2017 9/27/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 4,053.6200 1.000000 - - - (4,053.62) 4,053.62 - - 9/27/2017 9/20/2017 9/25/2017 9128282V1 PURCHASE -REV PAR VALUE OF U S TREASURY NT 1.375% 9/15/20 /CITADEL SECURITIES LLC/600,000 PAR VALUE AT 99.378112 % -600,000.0000 -0.993781 - - - 596,268.67 (596,268.67) - - 9/27/2017 9/25/2017 9128282V1 PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 1.375% 9/15/20 0.0000 0.000000 - - - 227.90 - - - 9/28/2017 3130ACE26 INTEREST EARNED ON F H L B 1.375% 9/28/20 $1 PV ON 360000.0000 SHARES DUE 9/28/2017 0.0000 0.000000 - - - 275.00 - - - 9/28/2017 9/28/2017 9/28/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y JM1 -229,725.0000 1.000000 - - - 229,725.00 (229,725.00) - - 9/28/2017 9/20/2017 9/28/2017 91412G2R5 PURCHASED PAR VALUE OF UNIV OF CALIFORNIA 1.877% 5/15/20 /BARCLAYS CAPITAL INC. FIXED IN/90,000 PAR VALUE AT 100 % 90,000.0000 1.000000 - - - (90,000.00) 90,000.00 - - 9/28/2017 9/20/2017 9/28/2017 91412G2S3 PURCHASED PAR VALUE OF UNIV OF CALIFORNIA 2.112% 5/15/21 /BARCLAYS CAPITAL INC. FIXED IN/140,000 PAR VALUE AT 100 % 140,000.0000 1.000000 - - - (140,000.00) 140,000.00 - - 9/29/2017 9/29/2017 9/29/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -149,983.7600 1.000000 - - - 149,983.76 (149,983.76) - - 9/29/2017 9/25/2017 9/29/2017 43814PAC4 PURCHASED PAR VALUE OF HONDA AUTO 1.790% 9/20/21 /J.P. MORGAN SECURITIES LLC/150,000 PAR VALUE AT 99.98917333 % 150,000.0000 0.999892 - - - (149,983.76) 149,983.76 - - Ai Page 35 of 36 p5r RIVERSIDE COUNTY TRANSPORTATION COMMISSION Payden & Rygel Operating Portfolio Transaction Report Quarter ended September 30, 2017 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM Transaction Settlement Date Trade Date Date CUSIP Descri.tion Units Price Miscellaneous Commissions SEC Fees Fees Net Cash Amount Amount o erm Federal Tax Cost Gain/Loss Amount ong erm Gain/Loss Amount Total 177,208.85 17,335.72 (11,108.94) 63 Page 36 of 36 ATTACHMENT 18 A LOGANCIRCLE P A R T NE R S A Met Life Affiliate Riverside County Transportation Commission SHORT DURATION FIXED INCOME Third Quarter 2017 Client Review Logan Circle Partners, L.P. ■ 25 Deforest Avenue Summit, NJ 07901 ■ 908-376-0550 64 FIRM HIGHLIGHTS Business Structure MetLife Insurance LCP Employees Investment Management (MIM) I Logan Circle Partners 75 Employees (as of 9/30/201� Portfolio Management 10 Research 19 Trading 13 Risk Management / Portfolio Analytics 4 Client Services 14 Legal / Compliance 3 Administration / Operations 12 ➢ Logan Circle Partners, L.P. ("Logan Circle" or "LCP") is a MetLife, Inc. company and is part of MetLife Investment Management, MetLife Inc.'s Institutional Investment Management Business. ➢ We are dedicated solely to the institutional marketplace and have $35.5 billion' in total assets under management. ➢ The senior members of our Investment team have worked together on fixed income portfolios for 20 years. ➢ Suite of fixed income investment strategies includes broad coverage of both the risk spectrum (Enhanced Cash to High Yield) and the term structure (Short - Term to Long Duration). LCP Institutional Clients Assets by Client Type' (Millions as of 6/30/201 Sub -Advisory $13,052 Corporate $14,416 Public $3,325 Insurance $1,553 Other $3,137 TOTAL: $35,483 Based on unaudited estimates and are subject to change. Fee paying assets under management as of 6/30/17 LOGANCIRCLE P A R TNERS A MetLife Affiliate 65 MARKET REVIEW Outlook and Current Themes ➢ GDP - Domestic economy will continue to grow in the low 2% range although hurricane -related distortions in the data are expected over the next several quarters. Consumer spending to remain the primary contributor to growth. Increases in business fixed investment and government spending are needed to propel growth trajectory upward. Any positive impact from the enactment of tax reform will not be felt until 2018. ➢ Consumer - Present situation component of consumer confidence remains elevated while future expectations have declined slightly. Household debt, apart from home mortgages, is rising while savings rate remains low. Hurricanes providing a temporary boost to auto sales from the summer lows. Low overall savings rate masks dispersion between various income strata and will limit the ability of consumers to dramatically push spending higher. ➢ Business - Continued improvement in revenue trends and profitability, especially in the commodity space, has stabilized credit metrics. Strength in sentiment indicators such as PMI and business confidence signals continued uptick in business fixed investment. While the final version of tax reform is yet to be determined, businesses are poised to derive the greatest benefit. Regulatory reform efforts will continue to benefit both financial and industrial market segments. ➢ Residential / Commercial Real Estate - Shortage of inventory in lesser priced homes supports mid -single digit price appreciation with large divergence geographically. With nearly 25% of national housing starts in Florida and Texas, hurricane -related weakness will depress starts and sales over the near term. Affordability for first-time home buyers is at post -crisis lows. Recent Federal Reserve Senior Loan Officer Opinion Survey shows modest tightening in CRE lending standards. Retail bankruptcies and store closings continue to challenge mall properties, while new construction supply puts downward pressure on multi -family and hotel sub -sectors. ➢ Inflation - Tight labor market and rising wages expected to push core service inflation higher while weak dollar and rising import prices have similar effect on core goods prices. ISM manufacturing index, a leading indicator of inflation, strongest since 2004. Survey of Professional Forecaster's inflation expectations assumes a more prominent role in Fed deliberations regarding the 2% inflation target. ➢ U.S. Monetary Policy - Federal Reserve's balance sheet reduction commences with any future policy adjustments coming in the form of changes in the federal -funds rate. Although the long-term dot plot was lowered, market expectations regarding fed -funds increases through 2018 remain too low. Changing Fed board composition likely to lead to a more hawkish Fed, especially if progress on the fiscal front is realized, with a softer stance on financial regulation. ➢ Employment - Absent a significant improvement in the labor force participation rate, the unemployment rate will continue to decline and exert upward pressure on wages. Increasing proportion of new entrants to the labor force are lower skilled workers, a barometer of labor market tightness. Voluntary job separations (U.S. Quits Rate) at cycle highs demonstrates strong employee confidence. Shortage of skilled labor impacting many small to medium sized businesses. ➢ Central Banks / International - Synchronized global economic growth pushing Central Banks away from accommodative policies. Shifts in European political landscape continue to move in a more populist direction with Germany, Spain and Italy at the forefront. Rising geopolitical tensions in the Middle East and Asia represent tail risks to financial markets. The conclusion of the Chinese 19th National Congress should consolidate power for current leadership, leading to a more assertive posture on the international stage. The views presented above are Logan Circle's and are subject to change over tine. There can be no assurance that the views expressed above will prove accurate and should not be relied upon as a reliable indicator of future events LOGANCIRCLL P A R I NE R S A Met Life Affiliate 66 2 PORTFOLIO REVIEW — Equity Contribution Portfolio Characteristics Asset Allocation As of June 30, 2017 Actual Portfolio Yield to Maturity 1.16% Duration 0.33 Years Average Quality (Nbodys) Aa2 As of September 30, 2017 Actual Portfolio Yield to Maturity 1.26% Duration 0.32 Years Average Quality (Nbodys) Aa2 1% Portfolio Perforrnancel 3Q 2017 Since Inception (7/1/2015) Equity Contribution Fund (Gross of Fees) 0.32% 1.24% Equity Contribution Fund (Net of Fees) 0.29% 1.14% C itigroup 3-Month Treasury Bill 0.26% 0.38% BofA NL U.S. Troasury Index 1-3 Year 0.24% 0.60% 1 Past performance is not indicative of future results. Performance returns for periods greater than one year are annualized. The perfom>arice benchmark shown for the Fade County Equity Contribution Fund is the Bank of America Ntrrill Lynch 1-3 Year US Treasury Index, which is a broad -based index consisting of U.S. Treasury securities with an outstancling par greater than or equal to $250 trillion and a maturity range from one to three year reflecting total return. The Citigroup 3-Manth Treasury trades the retum of one three-month Treasury bill until maturity. LOGANCIRCLE P A R TNERS A Met Life Affiliate 67 3 PORTFOLIO REVIEW — Capitalized Interest Funds Portfolio Characteristics Asset Allocation As of June 30, 2017 Actual Portfolio Yield to Maturity 1.20% Duration 0.69 Years Average Quality (Moodys) Aa1 As of September 30, 2017 Actual Portfolio Yield to Maturity 1.35% Duration 0.50 Years Average Quality (Moodys) Aa1 Discount Notes 3% CNBS Corporate 2% RIVBS 4°/ 3% Municipal ° 7% Portfolio Performance) 3Q 2017 Since Inception (8/1/2013) Total Capitalized Interest Fund (Gross of Fees) 0.28% 1.16% Total Capitalized Interest Fund (Net of Fees) 0.25% 1.06% Barclays U.S. Short Troasury 9-12 Month Index 0.31 % 0.45% BofA ML U.S. Trocuury Index 1-3 Year 0.24% 0.72% 'Fast Performance is not indicative of future results Performance returns for periods greater than one year are annualized. The performance benchmark shown for the Rverside County Capitalized Interest Fund is the Bank ofArrierica Merrill Lyres 1-3 Year US Treasury Index, which is a broadJased index consisting of U.S Treasury securities with an outsfandingpar greater than or equal to $250 trillion and maturity range from one to three years, reflecting total return. The Bloomberg Barclays U.S Short Treasury9-12 Nbnths Index which is an unmanaged index consisting of aged U.S. Treasury bills, notes and bonds with a refraining rretutity from one up to but not induding 12 manths. LOGANCIRCLE P A R TNERS A Met Life Affiliate 68 4 PORTFOLIO REVIEW — Debt Reserve Fund Portfolio Characteristics Asset Allocation As of June 30, 2017 Actual Portfolio Yield to Maturity 2.05% Duration 4.04 Years Average Quality (Moodys) Aaa As of September 30, 2017 Actual Portfolio Yield to Maturity 2.11 % Duration 4.13 Years Average Quality (Moodys) Aaa Portfolio Performance' 3Q 2017 Since Inception (8/1/2013) Total Debt Service Fund (Gross of Fees) 0.42% 2.34% Total Debt Service Fund (Net of Fco;) 0.39% 2.24% BofA ML U.S. Treasury Index 3-7 Year 0.38% 1.87% Past Performance is not indicative of future results. Performance returns for periods greater than one year are annualized. The performance benchmark shown for the Rverside County Debt Reserve Find is the Bank of America Lynch US Treasury 37 Year, which is a broad -based index consisting of US Treasury securities with an outstanding par greater or equal to $25 million and a maturity range from three to seven years, indusive reflecting total retum. LOGANCIRCLL 69 P A R I NE R S A Met Life Affiliate 5 PORTFOLIO REVIEW — 1-15 Express Lanes Project Portfolio Characteristics Asset Allocation As of September 30, 2017 Actual Portfolio Yield to Maturity 1.50% Duration 0.51 Years Average alai ity (Nbodys) Aa3 Portfolio Performance) Since Inception (8/1/2017) 1-15 Express Lanes Project Toll Revenue (Gross of Fees) 0.25% 1-15 ExprLanes Project Toll Revenue (Net of Fees) 0.25% BofA IVL U.S. Treasury Index 0-2 Year 0.12% 'Past performance is not indicative of future results. The performance bendvrerk shown for the Rude County 115 Express Lanes Floject Toll Revenue Fbrtfolio is the Bank of America 1Vbrrill Lynch 0-2 Year US Treasury Index, which is a broad -based index consisting of US Treasury securities with an outstarxling par greater than or equal to $250 rrillion and a maturity range from zero to two years, reflecting total retum. LOGAN CIRCLE 70 P A R TNERS A Met Life Affiliate 6 PORTFOLIO REVIEW — 1-15 Express Lanes Project Portfolio Characteristics Asset Allocation As of September 30, 2017 Actual Portfolio Yield to Maturity 1.41 % Duration 0.59 Years Average Quality (Moodys) Al Municipal 1% Portfolio Performance' Since Inception (8/1/2017) 1-15 Express Lanes Project Sales Tax (Gross of Fees) 0.21% 1-15 Express Lanes Project Sales Tax (Net of Fees) 0.21 % BofA ML U.S. Treasury Index 0-2 Year 0,12°/0 'Past perfornran>ce is not indicative of future results. The performance bench ark shown for the Rverside County 115 Fwress Lanes Figect Sales Tax Portfolio is the Bank of America Will Lynch 0-2 Year US Treasury Index, which is a broad -based index consisting of US Treasury securities with an outstanding par greater than or equal to $250Trillion and a maturity range from zero to two years, reflecting total return. LOGANC.IRCLE P A R TNERS A Met Life Affiliate 71 PORTFOLIO REVIEW Portfolio Market Value Portfolio Market Value (7/3/2013) Net Flows Market Value Change in (9/30/2017) Market Value Construction (Sales Tax) $332,687,595 ($334,894,805) +$2,207,210 Construction (Toll Revenue) $122,120,571 ($122,810,850) +$690,279 Total Construction Funds $454,808,167 ($457,705,654) +$2,897,489 Portfolio Market Value (7/3/2013) Net Flows Market Value Change in (9/30/2017) Market Value Capitalized Interest (Sales Tax) $103,683,353 ($94,027,461) $12,796,713 + ,140,821 Capitalized Interest (Toll Revenue) S31,416,498 ($28,881,739) S3,603,573 +$1,068,814 Total Capitalized Interest Funds $135,099,851 ($122,909,200) $16,400,286 +$4,209,635 Portfolio Market Value (7/3/2013) Net Flows Market Value Change in (9/30/2017) Market Value Debt Service Reserve Fund $17,667,869 ($1,490,770) $17,960,422 +$1,783,323 LOGANCIRCLE P A R TNERS A Met Life Affiliate 72 PORTFOLIO REVIEW Portfolio Market Value Portfolio Market Value (6/10/2015) Net Flows Market Value Change in (9/30/2017) Market Value Equity Contribution $32,793,399 $3,516,076 $37,581,896 +$1,272,421 TOTAL Beginning Market Value Net Flows Market Value Change in (9/30/2017) Market Value RCTC SR 91 Project $640,369,286 ($578,589,548) $71,942,604 +$10,162,868 Portfolio Market Value (7/24/2017) Net Flows Market Value Change in (9/30/2017) Market Value 1-15 Express Lanes Project (Sales Tax) $98,562,718 - $98,798,542 +$235,825 1-15 Express Lanes Project (Toll Revenue) $56,043,134 - $56,192,426 +$149,292 Total 1-15 Express Lanes Project $154,605,852 $154,990,969 +$385,117 LOGANCIRCLE P A R TNERS A Met Life Affiliate 73 DISCLAIMERS In general. This disclaimer applies to this document and the verbal or written comments of any person presenting it. This document, taken together with any such verbal or written comments, is referred to herein as the "Presentation." Logan Circle Partners, L.P., a MetLife, Inc. company, is referred to herein as "Logan Circle" and is part of MetLife, Inc.'s institutional investment management business. No offer to purchase or sell securities. This Presentation is being provided to you, at your specific request. This Presentation does not constitute an offer to sell or a solicitation of an offer to buy any security and may not be relied upon in connection with the purchase or sale of any security. Projections. Projections contained in this Presentation are based on a variety of estimates and assumptions by Logan Circle, including, among others, estimates of future operating results, the value of assets and market conditions at the time of disposition, and the timing and manner of disposition or other realization events. These estimates and assumptions are inherently uncertain and are subject to numerous business, industry, market, regulatory, competitive and financial risks that are outside of Logan Circle's control. There can be no assurance that the assumptions made in connection with the projections will prove accurate, and actual results may differ materially, including the possibility that an investor may lose some or all of its invested capital. The inclusion of the projections herein should not be regarded as an indication that Logan Circle or any of its affiliates considers the projections to be a reliable prediction of future events and the projections should not be relied upon as such. Neither Logan Circle nor any of its affiliates or representatives has made or makes any representation to any person regarding the projections and none of them intends to update or otherwise revise the projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events, if any or all of the assumptions underlying the projections are later shown to be in error. For purposes of this paragraph, the term "projections" includes "targeted returns". Past performance. Past performance is not a reliable indicator of future results and should not be relied upon as the basis for making an investment decision. The information presented is only available for institutional client use. No reliance, no update and use of information. You may not rely on this Presentation as the basis upon which to make an investment decision. To the extent that you rely on this Presentation in connection with any investment decision, you do so at your own risk. This Presentation is being provided in summary fashion and does not purport to be complete. The information in the Presentation is provided to you as of the dates indicated and Logan Circle does not intend to update the information after its distribution, even in the event that the information becomes materially inaccurate. Certain information contained in this Presentation includes performance and characteristics of Logan Circle's strategies and any represented benchmarks, which may derive from calculations or figures that have been provided by independent third parties, or have been prepared internally and have not been audited or verified. Use of different methods for preparing, calculating or presenting information may lead to different results for the information presented, compared to publicly quoted information, and such differences may be material. Knowledge and experience. You acknowledge that you are knowledgeable and experienced with respect to the financial, tax and business aspects of this Presentation and that you will conduct your own independent financial, business, regulatory, accounting, legal and tax investigations with respect to the accuracy, completeness and suitability of this Presentation should you choose to use or rely on this Presentation, at your own risk, for any purpose. Risk of loss. An investment in the strategy will be highly speculative and there can be no assurance that the strategy's investment objectives will be achieved. Investors must be prepared to bear the risk of a total loss of their investment. Distribution of this Presentation. Logan Circle expressly prohibits any reproduction, in hard -copy, electronic or any other form, or any redistribution to any third party of this Presentation without the prior written consent of Logan Circle. This Presentation is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use is contrary to local law or regulation. No tax, legal or accounting advice. This Presentation is not intended to provide, and should not be relied upon for (and you shall not construe it as) accounting, legal, regulatory, financial or tax advice or investment recommendations. Any statements of U.S. federal tax consequences contained in this Presentation were not intended to be used and cannot be used to avoid penalties under the U.S. Internal Revenue Code or to promote, market or recommend to another party any tax -related matters addressed herein. Confidentiality. By accepting receipt or reading any portion of this Presentation, you agree that you will treat the Presentation confidentially. This reminder should not be read to limit, in any way, the terms of any confidentiality agreement you or your organization may have in place with Logan Circle. ERISA Plan Independent Fiduciary Exception. If you are considering this presentation for an ERISA Plan, you acknowledge and agree that you are the Plan sponsor or are a fiduciary to the Plan and that the Plan has under management or control at least $50 million or you are a (i) Bank, Broker Dealer, Registered Investment Adviser, or Insurance Company, (ii) are independent of Logan Circle Partners and affiliates of MetLife, Inc., and (iii) are capable of evaluating the engagement of Logan Circle Partners as an investment adviser. During the sales process and pursuant to the negotiation of the investment advisory agreement, Logan Circle Partners will not undertake to provide impartial investment advice, or to give advice in a fiduciary capacity. LOGANCIRCLL 74 P A R I NE R S A MetLife Affiliate ATTACHMENT 19 Payden&Rygel QUARTERLY PORTFOLIO REVIEW Riverside County Transportation Commission 3rd Quarter 2017 I li PAYDEN.COM LOS ANGELES 1 BOSTON 1 LONDON 1 PARIS 75 LETTER FROM THE CEO October 2017 As we enter the fourth quarter, we look back at our remarks at the start of the year. What was our outlook then? In January our assessment of the U.S. and the global economy was positive, and we looked for a modest acceleration of growth. Our projection against this forecast was for a slight increase in the federal funds rate. Here we are at the beginning of the fourth quarter, and the picture is not much different. Some things have been clarified. For example, the recent remarks of Federal Reserve Chair Janet Yellen indicated that, along with the two interest rate increases in the first and second quarter, there might be a third rate hike before Christmas. Meanwhile, growth in the euro area, Japan, and Canada has rebounded putting the global economy on a course to outperform. How does this outlook impact the management of your funds? We have positioned most accounts to withstand a modest rise in government bond yields. On the other hand, we think that as long as economic growth persists, worldwide demand for credit will remain a powerful force, and this is reflected in an overweight position to corporate credit versus government bonds in our portfolios where these types of securities are permitted. In the equity market, one thing on people's minds is the strength of stock prices. Are they too high? In our opinion, corporate balance sheets appear healthy, and the continued demand for goods and services globally is better than we have seen in the last four or five years. Yes, one could argue that stocks are expensive on a historical basis, but our research analysts focus on bottom -up analysis rather than wholesale cutbacks in the equity portion of portfolios. Again, the time to get much more cautious is when the end of the cycle is near and growth slows. We are not there yet. We would like to close by providing updates on the company. A few weeks ago the firm celebrated its 34th birthday. For more than three decades we have maintained the same independent ownership and governance structure, which is rather unusual in the investment management industry. Our sole source of revenue continues to be from our management of portfolios, which eliminates many conflicts of interest. We very much appreciate your continued confidence in us. Our very best wishes for the coming months to you and your family. Sincerely, Joan A. Payden President & CEO 76 2812 ABJ MW1 Riverside County Transportation Commission Portfolio Review and Market Update - 3rd Quarter 2017 PORTFOLIO CHARACTERISTICS (As of 9/30/2017) Portfolio Market Value Weighted Average Credit Quality Weighted Average Duration Weighted Average Yield to Maturity $51.1 million AA+ 1.6 years 1.6% SECTOR ALLOCATION 40% 35% 30% 25% 20% 15% 10% 5% 0% . e5 a` . ey ay �a �a e,\ ,s�z Po' . \Q� o` o�� �\). P�5 ��al \o° �o DURATION DISTRIBUTION 70% 60% 50% 40% 30% 20% 10% 0% 0-1 1-2 2-3 3+ Years PORTFOLIO RETURNS - Periods Ending 9/30/2017 RCTC Operating Portfolio BofA Merrill Lynch 1-3 Year US Treasury Index Periods over one year annualized Since 3rd 2017 Trailing Inception Quarter YTD 1 Yr (3/1/15) 0.32% 0.93% 0.71 % 0.24% 0.67% 0.24% 0.88% 0.70% t Payden & Rygel • 333 South Grand Avenue • Los AngelenCalifornia goo7i • (213) 625-igoo • www.payden.com Portfolio Review and Market Update - 3rd Quarter 2017 MARKET The third quarter was a tug-of-war between resilient economic data and rising geopolitical risk across the globe. Tailwinds in both employment and growth helped balance the volatility caused by tensions surrounding North Korea and hurricanes in the U.S. Notably, on the global front, the unemployment rate in the U.K. declined to 4.3% during the quarter, the lowest level since 1975. The annual Central Bank Jackson Hole Summit came and went with Janet Yellen's speech sticking to conventional topics, with no formal mention of rate hikes or inflation concerns. Conversely, the European Central Bank indicated its intention to curtail asset purchases based on better economic prospects, which boosted the euro against most global currencies, notably against a weaker U.S. dollar. All in all, it was a constructive period for risk assets, as global yields moved sideways, commodity prices recovered, and global equity prices increased. ■ The portfolio holds a diversified mix of credit sectors for income generation. ■ Corporate bond yield premiums remain attractive, and we expect to maintain our exposure through the purchase of bonds in the new issue and secondary markets. ■ We have continued to participate selectively in high -quality asset -backed and mortgage -backed security (ABS/MBS) deals with short duration profiles. ■ U.S. Treasury yields across the curve moved higher, with the two-year up 0.10% while the five-year was higher by 0.05%. The slope between two- and five-year maturities reached the lowest point of the year before bouncing back to end the quarter at 0.45%. ■ The portfolio's underweight duration position added to relative performance given higher front-end rates. However, the curve bear flattened, and this detracted. ■ Three-month LIBOR rose slightly to end the quarter at 1.33%. LIBOR outperformed front-end Treasury yields, which made the allocation to floating rate notes beneficial. ■ The overweight allocation to corporate securities contributed to outperformance. The bias to investment -grade credit in the financial sector was beneficial. ■ High -quality ABS continued to contribute to performance while providing flexible reinvestment opportunities. pPayden & Rygel • 333 South Grand Avenue • Los Angelepealifornia goo7i • (213) 625-igoo • www.payden.com MARKET PERSPECTIVE Guess Who's Back? The euro area had no trouble finding the "exits." Whether it was "Grexit" or "Brexit," prognosticators and investors have feared the worst for the common currency countries. At the start of this year, worry regarding euro area growth stemmed from the uncertainty of elections and potential Brexit fallout. We advised investors to ignore politics and focus on the underlying fundamentals. This quarter, we saw euro area unemployment fall to 9.1 %, its lowest level since the start of 2009. GDP data released in September for Q2 2017 showed the euro area growing at 2.3% year -over -year, its fastest annual growth pace since Q1 2011. Measures of manufacturing, business sentiment and consumer confidence all point to a continued pick-up in growth in 2017 and beyond. Forecasters have finally taken note of the positive data. As the chart below shows, after slashing 2017 forecasts post-Brexit, forecasters realized that the political negotiation and noise was, in the words of the great English play- wright Shakespeare, "much ado about nothing." Notably, 2017 is the first year where forecasters have continually upgraded their growth predictions as the year progresses. This is in sharp contrast to prior years when the euro area seemed to always find a way to disappoint. 2017's progress means Europe is back. Evolution of Bloomberg Consensus Year -End Forecasts for Euro Area Real GDP Growth By Year % Change Year -Over -Year 3% 2% 1% 0% -1% 2010 2012 2013 Greek crisis 2011 2014 l 2012 2015 2013 2014 2016 2015 t Brexit 2016 2017 2017 Source: Bloomberg 79 OVER 30 YEARS OF INSPIRING CONFIDENCE WITH AN UNWAVERING COMMITMENT TO OUR CLIENTS' NEEDS. LOS ANGELES I BOSTON I LONDON I PARIS PAYDEN.CON U.S. DOMICILED MUTUAL FUNDS CASH BALANCE Payden/Kravitz Cash Balance Plan Fund EQUITY Equity Income Fund GLOBAL FIXED INCOME Emerging Markets Bond Fund Emerging Markets Corporate Bond Fund Emerging Markets Local Bond Fund Global Fixed Income Fund Global Low Duration Fund TAX-EXEMPT FIXED INCOME California Municipal Income Fund DUBLIN DOMICILED UCITS FUNDS U.S. FIXED INCOME Absolute Return Bond Fund Cash Reserves Money Market Fund Core Bond Fund Corporate Bond Fund Floating Rate Fund GNMA Fund High Income Fund Limited Maturity Fund Low Duration Fund Strategic Income Fund U.S. Government Fund EQUITY Global Equity Income FIXED INCOME Absolute Return Bond Fund Global Emerging Markets Bond Fund Global Emerging Markets Corporate Bond Fund Global Government Bond Index Fund Global High Yield Bond Fund Global Inflation -Linked Bond Fund Global Bond Fund Global Short Bond Fund Sterling Corporate Bond Fund — Investment Grade U.S. Core Bond Fund USD Low Duration Credit Fund LIQUIDITY FUNDS Euro Liquidity Fund Sterling Reserve Fund U.S. Dollar Liquidity Fund For more information about Payden & Rygel, contact us at a location listed below. Payden&Rygel LOS ANGELES 333 South Grand Avenue Los Angeles, California 90071 213 625-1900 BOSTON 265 Franklin Street Boston, Massachusetts 02110 617 807-1990 LONDON 1 Bartholmew Lane London EC2N 2AX United Kingdom + 44 (0) 20-7621-3000 PARIS Representative Office 54, 56 Avenue Hoche 75008 Paris, France + 33-607-604-441 80 ATTACHMENT 20 September County of Riverside Treasurer's Pooled Investment Fund "Changing of the Guard!" As the fiduciary of the County of Riverside's Treasurer's Pooled Investment Fund (The Pool), the Treasurer stands guard and protects the public treas- ury. In tumultuous economic cycles sometimes that guard needs to change and this is one of those times. My friend and former Treasurer Don Kent was called to duty and appointed County Chief Financial Officer on August 3r , 2017 to fill the breach left by the im- mortal Paul McDonnell upon his retirement. I was unanimously appointed Treasurer -Tax -Collector by the Board of Supervisors on the same day. After this "Changing of the Guard", an introduc- tion to our readers is in order: I joined the Riverside County Treasurer -Tax Collector's Office as a Chief Deputy in 2002, after being lured away from my position as AVP with Morgan Stanley and following a 12 year career as a financial advisor. I have served in various positions with the Treasurer -Tax Collec- tor, including Sr. Chief Deputy Treasurer -Tax Col- lector, and for the last nine years as the Assistant Treasurer -Tax Collector. For more than 15 years, I have been directly in- volved in the daily investment operations of my de- paltment's $7 billion Treasurer's Pooled Investment Fund. I have overseen the fund while it grew expo- nentially. During my tenure, the Pool increased from $2.4 billion in 2002 to a record $8.1 billion in 2017. This produced millions of dollars in interest earnings for our depositors, all while maintaining its AAA ratings. My current investment team consists of: Chief Investment Manager Giovane Pizano, Sr. Investment Manager Steve Faeth and Assistant Investment Man- ager Isela Licea. Throughout these challenging eco- nomic cycles, we have developed the investment management experience that is crucial in managing the Pool. We understand that safeguarding capital is the single highest priority in investing Pool assets and taxpayer funds. As you will see, there will be no major transformations in the investment philosophy that has served us well over the years, but rather, timely updates to strategy and policy to adjust to the changing financial markets. After months of prepping the financial markets for this news, the FED announced in September that it will finally begin unwinding its $4.5 trillion balance sheet. This is the FED's first balance sheet reduction in modern history. When the Financial Crisis started in 2008, the FED took the unprecedented step of printing roughly $3.5 trillion, about 25% of the size of the entire US economy at the time. Moreover, after nearly a decade of this "free money" policy, there is more money in the system than there has ever been. Therefore, the recently announced cleanup is welcome news and long past due. The FED kept rates the same at 1.25% but it ex- pects a rate hike in December of 2017, with more possible in 2018 and 2019. My office will continue to keep its conservative posture and adhere to our firm- ly rooted investment objectives. You will see a new look and format as well as a user friendly interface for phone, pad and other devices for this report in the near future...stay tuned. Jon Christensen Treasurer -Tax Collector Capital Markets Team Jon Christensen Treasurer -Tax Collector Giovane Pizano Senior Chief Deputy Treasurer - Tax Collector Steve Faeth Senior Chief Deputy Treasurer - Tax Collector Isela Licea Asst. Investment Manager Investment Objectives The primary objective of the treasurer shall be to safeguard the principal of the funds under the treasurer's control, meet the liquidity needs of the deposi- tor, and achieve a return on the funds under his or her control. COUNTY OF RIVERSIDE TREASURER'S POOLED INVESTMENT FUND IS CURRENTLY RATED: Aaa-bf BY MOODY'S INVESTOR'S SERVICE AND AAA/V1 BY FITCH RATINGS Month End Market Month End Book Paper Gain or Paper Gain or Book Yrs to Modified Value ($)* Value ($)* Loss ($) Loss (%) Yield (%) Maturi Duration September 6,238,559,720.97 6,249,458,901.54 August 6,355,419,645.31 6,360,184,247.55 July 6,452,047,376.04 6,460,673,961.40 June May (10,899,180.57) (4,764,602.24) (8,626,585.36) 6,735,867,498.24 6,749,832,051.31 (13,964,553.07) (0.17) (0.07) (0.13) (0.21) 7,612,527,848.46 7,618,718,525.29 (6,190,676.83) (0.08) April 7,852,739,843.99 7,860,165,695.74 (7,425,851.75) (0.09) *Market values do not include accrued interest. The Treasurer's Pooled Investment Fund is comprised of the County, Schools, Special Districts/mild other Discretionary Depositors. 1.25 1.23 1.19 1.23 1.23 1.20 1.18 1.20 1.17 1.12 1.13 1.10 1.03 1.06 1.04 0.99 1.05 1.02 Current Market Data Economic Indicators Release Date Indicator Consensus Actual 09/01/2017 Non -Farm Payrolls M/M change: Counts the number of paid employees working part- time or full-time in the nation's business and government establishments. 180,000 156,000 09/01/2017 Employment Situation: Measures the number of unemployed as a percentage of the labor force. 4.3% 4.3% 09/27/2017 Durable Goods Orders - M/M change: Reflects the new orders placed with domestic 1.5% 1.7% manufacturers for immediate and future delivery of factory hard goods. 09/28/2017 Real Gross Domestic Product - Q/Q change: The broadest measure of aggregate economic activity and encompasses every sector of the economy. GDP is the country's most comprehensive economic scorecard. 3.1% 3.1% 09/26/2017 Consumer Confidence: Measures consumer attitudes on present economic conditions 120.2 119.8 and expectations of future conditions. 09/05/2017 Factory Orders M/M change: Represents the dollar level of new orders for both durable -3.2% -3.3% and nondurable goods. 09/14/2017 Consumer Price Index - M/M change: The Consumer Price Index is a measure of the 0.3 % 0.4% average price level of a fixed basket of goods and services purchased by consumers. 09/14/2017 Stock Indices CPI Ex Food and Energy - M/M change: CPI Ex Food and Energy excludes food and energy. Value M/M Change Dow Jones (DJIA) $ 22,405.90 $ 457.80 S&P 500 Index 2,519.36 $ 47.71 NASDAQ (NDX) $ 5,981.92 $ (6.68) Commodities Value M/M Change Nymex Crude $ 51.67 $ 4.44 Gold (USD/OZ) $ 1,284.80 $ (37.20) US Treasury Curve (M/M) Fed Funds Target Rate 0.2% 0.2% rrent Fed Funds Fed Move Probability for FOMC Dates: 11/01/2017 12/13/2017 Stay at 1- 1.25% Increase to 1.50% 98.5 % 12.0 % 1.5 % 86.7 % Increase to 1.75 % 0.0 % 1.3% FOMC Meeting Schedule IBEIMMIEMIIMEMIDEMMI 26-Jul 1 - 1.25% Roughly balanced 20-Sep 1 -1.25% Roughly balanced 3m4 z.so4 z o04 1304 1.904 - ITS try rtes.ley AStiete Caere 01l31/17 Mk 1RM e iaS us Treasury A[tY.m Curve 09/30/17 Lek YTM 311 311 .41 11 94 34 44 54 64 74 ih 9r 1-6v Curum Id 91 111I25 09/30/17 TI E125 0S/31/17 3M 1.041 '? 91 5 1� 15Y Tenor 2Y 1.483 1.326 3Y' 1.622 1.427 s AL1 Terrors 38r O Key Tenors SY : TOY 1.936 2.334 1.702 2.117 23 4 21.T 30YI 2.860 2.726 13 4 COUNTY OF RIVERSIDE TREASURER -TAX COLLECTORS2 2 TIMMI The Treasurer's Institutional Money Market Index (TIMMI) is compiled and reported by the Riverside County Treasurer's Capital Markets division. It is a composite index derived from four AAA rated prime institutional money market funds. Similar to the Treasurer's Office, prime money market funds invest in a diversified portfolio of U.S. dollar denominated money market instruments including U.S. Treasuries, government agencies, commercial paper, certificates of deposits, repurchase agreements, etc. TIMMI is currently comprised of the four multi billion dollar funds listed below. AAA Rated Prime Institutional Money -Market Funds Fidelity Prime Institutional MMF Federated Prime Obligations Fund Wells Fargo Advantage Heritage JP Morgan FIPXX POIXX WFJXX CJPXX 1.20 % 1.19% 1.24 % 1.23 % -o- Pool Yield 2.00% - 1.50% - 0.73% 0.73% 0.77% 0.72% 1.00% - 0.47% 0.52% 0.55% 0.50% - 0.00% }TIMMI 0.78% 1.12% 1.18% 1.23% 1.25 % 1.19% 1.21% 1.22% 1.22% 0.85% 0.75 % 0.90% 0.81% 0.95% 0.99% 0.98% "9% 1.03% 1.00% Sep-16 Cash Flows Nov-16 Jan-17 MaF17 Ma07 Jul-17 Sep-17 Required Actual Monthly Monthly Matured Investments Available to Month Receipts Disbursements Difference Investments Balance Maturing Invest > 1 Year 10/2017 10/ 2017 1,127.50 1,200.00 11 / 2017 1,165.00 1,050.00 (72.50) 115.00 93.21 20.71 1,457.59 135.71 559.48 12/2017 990.00 2,250.00 (1,260.00) 1,124.29 220.70 01/2018 1,050.00 1,710.00 (660.00) 660.00 - 210.00 02/2018 860.00 1,000.00 (140.00) 140.00 - 310.59 03/2018 1,200.00 1,000.00 200.00 200.00 245.00 04/2018 1,946.22 1,100.00 846.22 1,046.22 241.09 05/2018 912.13 1,500.00 (587.87) 458.35 367.11 06/2018 1,153.32 1,900.00 (746.68) 288.33 157.38 07/ 2018 1,006.35 1,300.00 (293.65) 293.65 75.75 08/2018 740.88 635.84 105.04 105.04 105.00 09/2018 1,100.00 1,250.00 (150.00) 44.96 34.87 TOTALS 13,251.40 15,895.84 (2,644.44) 2,551.23 2,059.24 3,984.55 3,698.23 40.82 % 63.76% 59.18% The Pooled Investment Fund cash flow requirements are based upon a 12 month historical cash flow model. Based upon projected cash receipts and maturing investments, there are sufficient funds to meet future cash flow disbursements over the next 12 months. COUNTY OF RIVERSIDE TREASURER -TAX COLLECTOP83 3 Asset Allocation Assets (000's) MMKT CALTRUST FND DDA/PASSBK LOCAL AGCY OBLIG US TREAS BILLS US TREAS BONDS FHLMC DISC NOTES FHLMC BONDS FNMA BONDS FHLB DISC NOTES FHLB BONDS FFCB DISC NOTES FFCB BONDS FARMER MAC MUNI ZERO CPNS MUNI BONDS MUNIS CP COMM PAPER CORP BONDS NCDS Scheduledlar 259,942.53 54,000.00 500,000.00 230.00 50,000.00 430,000.00 30,000.00 1,275,975.00 295,000.00 135,700.00 517,859.72 25,000.00 508,010.00 275,000.00 102,450.00 340,930.00 23,000.00 1,153,000.00 99,057.00 180,000.00 Scheduled Book 259,990.00 54,000.00 500,000.00 230.00 49,710.57 429,512.89 29,792.81 1,275,789.85 294,926.15 134,975.18 517,739.49 24,783.33 507,957.86 274,995.80 102,162.79 343,468.11 23,000.00 1,147,590.82 98,833.25 180,000.00 Scheduled Market 259,990.00 54,021.60 500,000.00 230.00 49,752.57 429,426.65 29,866.80 1,266,498.99 292,045.40 135,484.59 516,267.77 24,914.50 507,943.27 275,051.55 102,357.23 343,468.11 23,000.00 1,149,385.35 98,855.34 180,000.00 Mkt/ Sch Book 100.00% 100.04% 100.00% 100.00% 100.08 % 99.98 % 100.25 % 99.27% 99.02 % 100.38 % 99.72 % 100.53 % 100.00% 100.02% 100.19% 100.00% 100.00% 100.16% 100.02% 100.00% Yield 1.07% 1.19% 1.23% 1.73% 1.15% 1.07% 1.13% 1.36% 1.23% 1.00% 1.30% 1.05% 1.38% 1.23% 1.15% 1.05% 1.19% 1.23% 1.38% 1.36% WAL (Yli=1 .003 .003 .003 .003 .003 .003 2.710 2.710 .436 .436 .610 .610 .400 .400 2.541 2.786 2.478 2.478 .151 .151 1.931 2.349 .318 .318 1.797 1.984 .586 .704 .081 .081 .763 .763 .038 .038 .238 .238 .571 .571 .356 .356 Totals (000's): 6,255,154.25 6,249,458.90 6,238,559.72 1,500,000.00 1.000.000.00 500,000.00 0..(H3 1 f f CAITRUST FND DDA/PASSBC LOCAL AGCY OBLIG US TREAS BILLS US TREAS BONDS FHLMC DISC NOTES s 0 z 8 W �n z 0 m m 2 Scheduled Book ll1=1 Market V1 0 z N a m U N x 0 m m L1 V o: W F 0: N z o. e 4JES i h p z m 2 7 f a 4 m f oc w a a E 7 0 V 4 z c m d oC 0 G z SCHEDULED PAR oio - M MKT - 4?Na ▪ CALTRUST FND -1°h DOA PASSIM -VA' p LOCAL AGCY OBLIG -Cr% - [15 TREAS BILLS - L4c u5 TREAS BONUS - 7Na G FHLMCDISC MOTES -0% = FHA MCBONDS-20% p FNMA. BONDS -5% FHLBDISC NOTES -2% FHLB BONDS - B'la FFCB DISC NOTES - 0'Yo FFCB BONDS •8% FARMER MAC-4% MU HI ZERO CPMS - 2% MU HI BONDS - Sic MU MIS CP - O�No COMM PAPER - /13% CORP BONDS- 2%. NCDS•346 COUNTY OF RIVERSIDE TREASURER -TAX COLLECTOIi34 4 Maturity Distribution Scheduled Par (000's) 0-1 MiM62L-3 Mos 3-12 Mos 1-2 Yr MMKT 259,942.53 - - - - 259,942.53 CALTRUST FND 54,000.00 - - - - 54,000.00 DDA/PASSBK 500,000.00 - - - - 500,000.00 LOCAL AGCY OBLIG - - - 230.00 - 230.00 US TREAS BILLS - - 50,000.00 - - 50,000.00 US TREAS BONDS - 120,000.00 235,000.00 75,000.00 - - 430,000.00 FHLMC DISC NOTES - - 30,000.00 - - 30,000.00 FHLMC BONDS 70,000.00 54,595.00 166,300.00 59,250.00 180,000.00 745,830.00 1,275,975.00 FNMA BONDS - - 25,000.00 77,500.00 112,500.00 80,000.00 295,000.00 FHLB DISC NOTES 75,700.00 10,000.00 50,000.00 - - 135,700.00 FHLB BONDS 41,100.00 104,759.72 117,000.00 105,000.00 150,000.00 517,859.72 FFCB DISC NOTES 25,000.00 - 25,000.00 FFCB BONDS 15,000.00 40,000.00 140,310.00 257,700.00 55,000.00 508,010.00 FARMER MAC 50,000.00 185,000.00 40,000.00 275,000.00 MUNI ZERO CPNS 47,450.00 55,000.00 - 102,450.00 MUNI BONDS 7,500.00 84,480.00 138,795.00 86,115.00 21,790.00 2,250.00 340,930.00 MUNIS CP 23,000.00 - 23,000.00 COMM PAPER 375,000.00 305,000.00 473,000.00 1,153,000.00 CORP BONDS - 99,057.00 - - 99,057.00 NCDS 20,000.00 70,000.00 90,000.00 - - 180,000.00 >3yr Tntalc_ 1117yUls (000's): Cumulative 1,432,592.53 805,175.00 1,711,911.72 595,175.00 677,220.00 1,033,080.00 6,255,154. 22.90% 12.8 /0 27.37% 9.51% 10.83% 16.52% 22.90% 35.77% 63.14% 72.66% 83.48% 100.00% SCHEDULER PAR (0001) YEAR IN NIRTURITY 1� MMICT -Scheduled Per CALTRUST FND - Scheduled Par DOA/ PASSBK- Scheduled Per MIMI LOCAL AGCY OBLIG • Scheduled Per US TREAS BILLS • Scheduled Per US TREAS BONDS -Scheduled Per FHLMC DISC NOTES - Schedueed Par aaaaa� F HLMC BONOS- SCheduled Per h� FNMA BONDS -Scheduled Per FHLB DISC NOTES -Scheduled Par F HLB BONDS• Scheduled Par F FC B DISC NOTES - Scheduled Per a� FFCS BONDS -Scheduled Per FARMER MAC -Scheduled Par MUNI 2E1100PNS-Scheduled Per aaaaa� MUNI BONDS -Scheduled Per MUNIS CP • Scheduled Par COMM PAPER - Scheduled Per CORP BONDS -Scheduled Par aaaaa� KOS - Scheduled Par COUNTY OF RIVERSIDE TREASURER -TAX COLLECTOR.S 5 Credit Quality Moody (000's) Market MKT/Book Yield Aaa 3,996,737.25 3,993,937.00 3,981,610.90 99.69% 1.26% Aa1 280,980.00 280,334.44 280,615.83 100.10% 1.30% Aa2 480,437.00 479,431.92 479,714.34 100.06 % 1.26 % Aa3 686,770.00 685,911.83 686,701.14 100.12% 1.14% NR 810,230.00 809,843.72 809,917.51 100.01% 1.24% Totals (000's): 6,225,154.25 6,249,458.90 6,238,559.72 99.83% 1.25% MOODY'S S & P BOOK 4'0 BOOK 9 ) t • �Ora •64% pde3-11,0 M1111.4% p NR-13?o �WZ•8% A0.4. II% MI AA— 12% MM+-6i% NR-13 % AA•6% S&P (000's) Par Book Market MKT/Book Yield AAA 482,496.52 483,509.89 483,746.25 100.05 % 1.11 % AA+ 3,795,220.73 3,790,761.55 3,778,480.48 99.68% 1.28% AA 385,437.00 384,808.77 385,453.99 100.17% 1.23% AA- 781,770.00 780,534.98 780,961.48 100.05% 1.17% NR 810,230.00 809,843.72 809,917.51 100.01% 1.24% Totals (000's): AL 6,255,154.25 6,249,458.90 16,238,559.72 1.25% COUNTY OF RIVERSIDE TREASURER -TAX COLLECTO-56 R, 6 Month End Portfolio Holdings CU6IP Description Maturity Coupon Yield I'ar Book Market Market Unrealized Modified Years To Date I Mat \'clue Value Price Value Gain/Loss Duration Maturity Fund:1 POOL FUND 1060: MMKT ACCFS-A/366 FRGXX FIDELITY GOV 10/01/2017 GOFXX FEDERATED GOV 10/01/2017 FGTXX GOLDMAN SACHS GOV 10/01/2017 CJPXX IP MORGAN PRIME MMF 10/01/2017 FB'XX FIDELITY PRIME MMF 10/01/2017 WFJXX HERITAGE PRIME MMF 10/01/2017 WFFXX WELLS FARGO GOV 10/01/2017 FIPXX FIDELITY PRIME MMF 10/01/2017 CJPXX JP MORGAN PRIME MMF 10/01/2017 TMPXX BLACKROCK 10/01/2017 WFJXX HERITAGE PRIME MMF 10/01/2017 TMPXX BLACKROCK 10/01/2017 CJMa JP MORGAN PRIME MMF 10/01/2017 1065: CLTR-A/366 CLTR CALTRUST SHT TERM FUND 10/01/2017 .946 .946 .924 .924 .909 .909 1.214 1.214 1.223 1.223 1.251 1.251 .922 .922 1.220 1.218 1.222 1.222 1.208 1.208 1.258 1.255 1.217 1.214 1.218 1.216 1.069 1.068 1.194 1.194 1.194 1.194 105,000,000.00 25,000,000.00 5,000,000.00 0.00 0.00 0.00 5,000,000.00 49,977,510.25 0.00 0.00 4,998,000.80 59,976,009.59 4,991,005.70 259,942,526.34 105, 000, 000.00 100.000000 25, 000, 000.00 100.000000 5, 000, 000.00 100.000000 0.00 .000000 0.00 .000000 0.00 .000000 5,000,000.00 100.000000 49,997,501.25 100.040000 0.00 .000000 0.00 .000000 5,000,000.00 100.040000 60,000,000.00 100.040000 4,992,503.00 100.030000 259,990,004.25 100.018265 105,000,000.00 25,000,000.00 5,000,000.00 0.00 0.00 0.00 5,000,000.00 49,997,501.25 0.00 0.00 5,000,000.00 60,000,000.00 4,992,503.00 259,990,004.25 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 .003 .003 .003 .000 .000 .000 .003 .003 .000 .000 .003 .003 .003 .003 .003 .003 .003 .003 .003 .003 .003 .003 .003 .003 .003 .003 .003 .003 54,000,000.00 54,000,000.00 100.040000 54,021,600.00 21,600.00 .003 .003 54,000,000.00 54,000,000.00 100.040000 54,021,600.00 21,600.00 .003 .003 1080: MGD RATE-A/366 CASH BANK OF THE WEST 10/01/2017 1.230 1.230 250,000,000.00 250,000,000.00 100.000000 250,000,000.00 0.00 .003 .003 1.230 1.230 250,000,000.00 250,000,000.00 100.000000 250,000,000.00 0.00 .003 .003 1170: MGD RATE-A/360 CASH UB MANAGED RATE 10/01/2017 1.230 1.230 250,000,000.00 250,000,000.00 100.000000 250,000,000.00 0.00 .003 .003 - .230 1.230 250,000,000.00 250,000,000.00 100.000000 250,000,000.00 0.00 .003 .003 1175: LAO-SINKING FND-A/360 LAO US DIST COURTHOUSE 06/15 2020 1.725 1.725 230,000.00 230,000.00 100.000000 230,000.00 0.00 1.229 2.710 1.725 1.77-5 230,000.00 230,000.00 100.000000 230,000.00 0.00 1.229 2.710 1300: U.S. TREASURY BILL 912796NU9 US TREASURY 03 08 2018 1.145 1.152 50,000,000.00 49,710,569.44 99.505132 49,752,566.04 41,996.60 .430 .436 1.150,000,000.00 49,710,569.44 99.505132 49,752,566.04 .436 1310: U.S. TREASURY BOND 912828H94 U.S. TREASURY BOND 02/15/2018 1.000 .920 10,000,000.00 10,017,968.75 99.933000 9,993,300.00-24,668.75 .376 .378 912828UJ7 U.S. TREASURY BOND 01/31/2018 .875 .990 25,000,000.00 24,936,523.44 99.903000 24,975,750.00 39,226.56 .335 .337 912828G20 U.S. TREASURY BOND 11/15/2017 .875 .846 25,000,000.00 25,006,835.94 99.975000 24,993,750.00-13,085.94 .125 .126 912828G20 U.S. TREASURY BOND 11/15/2017 .875 .855 25,000,000.00 25,004,882.81 99.975000 24,993,750.00-11,132.81 .125 .126 912828U40 U.S. TREASURY BOND 11/30/2018 1.000 1.115 25,000,000.00 24,943,359.38 99.547000 24,886,750.00-56,609.38 1.153 1.167 912828M72 U.S. TREASURY BOND 11/30/2017 .875 .851 20,000,000.00 20,004,687.50 99.963000 19,992600.00-12,087.50 .166 .167 912828UA6 U.S. TREASURY BOND 11/30/2017 .625 .868 25,000,000.00 24,940,429.69 99.923000 24,980,750.00 40,320.31 .166 .167 912828UA6 U.S. TREASURY BOND 11/30/2017 .625 .919 25,000,000.00 24,929,687.50 99.923000 24,980,750.00 51,062.50 .166 .167 912828UJ7 U.S. TREASURY BOND 01/31/2018 .875 .883 25,000,000.00 24,998,046.88 99.903000 24,975,750.00-22,296.88 .335 .337 912828H37 U.S. TREASURY BOND 01/15/2018 .875 .883 25,000,000.00 24,998,046.88 99.918000 24,979,500.00-18,546.88 .292 .293 912828J68 U.S. TREASURY BOND 03/15/2018 1.000 1.042 25,000,000.00 24,989,257.81 99.906000 24,976,500.00-12,757.81 .452 .455 912828XA3 U.S. TREASURY BOND 05/15/2018 1.000 1.165 25,000,000.00 24,958,984.38 99.852000 24,963,000.00 4,015.62 .619 .622 91282821(5 U.S. TREASURY BOND 07/31/2019 1.375 1.428 25,000,000.00 24,975,585.94 99.840000 24,960,000.00-15,585.94 1.800 1.833 91282821(5 U.S. TREASURY BOND 07/31/2019 1.375 1.418 25,000,000.00 24,980,468.75 99.840000 24,960,000.00-20,468.75 1.800 1.833 912828R51 U.S. TREASURY BOND 05/31/2018 .875 1.248 50,000,000.00 49,875,000.00 99.738000 49,869,000.00 6,000.00 .660 .666 912828XF2 U.S. TREASURY 06 15 2018 1.125 1.256 50,000,000.00 49,953,125.00 99.891000 49,945,500.00-7,625.00 .701 .707 4 430,000,000.W 429,512,890.65 99.866663 429,426,650.00 .1111136,2 W .603 .610 1400: FHLMC-DISC NOTE 313397115 FHLMC DISC NOTE 02/23 2018 1.130 1.133 30,000,000.00 29,792,812.50 99.556000 29,866,800.00 73,987.50 .395 .400 30,000,000.00 29,792,812.50 99.556000 29,866,800.00 73,987.50 .395 .400 1425: FHLMC-Fxd-S 30/360 3134G7AE1 FHLMC 3YrNc1.5YrE 06/22/2018 1.200 1.230 15,000,000.00 14,986,800.00 99.875000 14,981,250.00-5,550.00 .720 .726 3134G66M0 FHLMC 3YrNc6MoE 06/22/2018 1.250 1.259 25,000,000.00 24,993,750.00 99.979000 24,994,750.00 1,000.00 .720 .726 3134G7V24 FHLMC 2YrNc6MoB 10/27/2017 .750 .750 10,000,000.00 10,000,000.00 99.985000 9,998,500.00-1,500.00 .074 .074 3134G72T7 FHLMC 3YrNc6MoB 10/29/2018 1.050 1.050 5,000,000.00 5,000,000.00 99.566000 4,978,300.00-21,700.00 1.067 1.079 3134G72T7 FHLMC 3YrNc6MoB 10/29/2018 1.050 1.050 10,000,000.00 10,000,000.00 99.566000 9,956,600.00-43,400.00 1.067 1.079 3134G73L3 FHLMC 2YrNc6MoE 11/16/2017 .750 .750 15,000,000.00 15,000,000.00 99.953000 14,992,950.00-7,050.00 .128 .129 3134G8L64 FHLMC 2.5YrNc1YrE 08/24/2018 1.000 1.000 5,000,000.00 5,000,000.00 99.685000 4,984,250.00-15,750.00 .893 .899 3134G8QE2 FHLMC 3YrNc1YrE 03/29/2019 1.300 1.300 9,000,000.00 9,000,000.00 99.705000 8,973,450.00-26,550.00 1.478 1.493 3134G8QB8 FHLMC 3YrNc1YrE 03/29/2019 1.270 1.270 4,000,000.00 4,000,000.00 99.593000 3,983,720.00-16,280.00 1.478 1.493 3134G8TG4 FHLMC 3.5YrNc6MoE 10/11/2019 1.500 1.500 15,000,000.00 15,000,000.00 99.776000 14,966,400.00-33,600.00 1.979 2.030 3134G8V97 FHLMC 2.25YrNc6MoB 06/29/2018 1.125 1.125 5,850,000.00 5,850,000.00 99.789000 5,837,656.50-12,343.50 .740 .745 3134G8WC9 FHLMC 1.5YrNc6MoB 10/13/2017 .850 .850 15,000,000.00 15,000,000.00 99.999000 14,999,850.00-150.00 .035 .036 3134G8WC9 FHLMC 1.5YrNc6MoB 10/13/2017 .850 .850 10,000,000.00 10,000,000.00 99.999000 9,999,900.00-100.00 .035 .036 3134G8YS2 FHLMC 1.5YrNc3MoB 10/27/2017 .825 .825 25,000,000.00 25,000,000.00 100.001000 25,000,250.00 250.00 .074 .074 3134G9B55 FHLMC 2YrNc6MoE 07/20/2018 1.000 1.000 25,000,000.00 25,000,000.00 99.738000 24,934,500.00-65,500.00 .799 .803 3134G9C70 FHLMC 2YrNc6MoE 07/20/2018 .820 .820 10,000,000.00 10,000,000.00 99.638000 9,963,800.00-36,200.00 .800 .803 3134G9M38 FHLMC 1.25YrNc3MoB 10/27/2017 .700 .700 10,000,000.00 10,000,000.00 99.985000 9,998,500.00-1,500.00 .074 .074 3134G9Q75 FHLMC 3YrNc3MoB 07/26/2019 1.250 1.250 10,000,000.00 10,000,000.00 99.378000 9,937,800.00-62,200.00 1.792 1.819 3134G9Q67 FHLMC 2YrNc3MoB 07/27/2018 1.050 1.050 10,000,000.00 10,000,000.00 99.732000 9,973,200.00-26,800.00 .818 .822 3134GABZ6 FHLMC 3.5YrNc1YrE 02/25/2020 1.250 1.250 10,000,000.00 10,000,000.00 98.745000 9,874,500.00-125,500.00 2.357 2.405 3134G9WU7 FHLMC 1.5YrNc6MoB 12/28/2017 .800 .808 25,000,000.00 24,997,500.00 99.905000 24,976,250.00-21,250.00 .243 .244 3134G9WU7 FHLMC 1.5YrNc6MoB 12/28/2017 .800 .817 14,595,000.00 14,592,081.00 99.905000 14,581,134.75-10,946.25 .243 .244 3134GAVF8 FHLMC 3.5YrNc1YrE 05/08/2020 1.200 1.200 15,000,000.00 15,000,000.00 98.564000 14,784,600.00-215,400.00 2.546 2.605 3134GAXZ2 FHLMC 4YrNc6MoE 11/25/2020 1.370 1.370 25,000,000.00 25,000,000.00 98.889000 24,722,250.00-277,750.00 3.061 3.156 3134GAYK4 FHLMC 4YrNc1YrE 11/30/2020 1.440 1.440 10,000,000.00 10,000,000.00 99.008000 9,900,800.00-99,200.00 3.070 3.170 3134G8L98 FHLMC 1YrNc3MoB 02/26/2018 1.050 1.050 21,050,000.00 21,050,000.00 99.898000 21,028,529.00-21,471.00 .406 .408 3134G9X7-5 FHLMC 1Yr 07/20/2018 1.000 1.238 9,400,000.00 9,371,800.00 99.725000 9,374,150.00 2,350.00 .798 .803 3134G9JD0 FHLMC 1YrNc1MoB 05/11/2018 1.000 1.181 25,000,000.00 24,953,500.00 99.809000 24,952,250.00-1,250.00 .608 .611 3130A9C90 FHLMC 1.25Yr 09/28/2018 1.050 1.300 5,000,000.00 4,982,950.00 99.649000 4,982,450.00-500.00 .985 .995 3134G9VF1 FHLMC 1YrNclMoB 06/22/2018 1.060 1.267 10,000,000.00 9,978,000.00 99.817000 9,981,700.00 3,700.00 .721 .726 3134GAK78 FHLMC 1.5YrNc1MoB 01/25/2019 1.350 1.350 10,000,000.00 10,000,000.00 99.798000 9,979,800.00-20,200.00 1.301 1.321 3134GBWH1 FHLMC 2.25YrNc6MoB 09/27/2019 1.500 1.509 6,250,000.00 6,248,750.00 99.602000 6,225,125.00-23,625.00 1.955 1.992 3134GBYS5 FHLMC 2YrNc3MoB 07/26/2019 1.600 1.600 5,000,000.00 5,000,000.00 99.918000 4,995,900.00-4,100.00 1.784 1.819 3134GBK35 FHLMC 3YrNc3MoB 09/29/2020 1.800 1.800 15,000,000.00 15,000,000.00 99.824000 14,973,600.00-26,400.00 2.905 3.000 1.092 -O3- 440,145,000.00 440,005,131.00 99.691844 438,788,665.25-1,216,465.75 1.048 1.068 1460: FHLMC-STEP%Q30/360 3134GAPS7 FHLMC 2YrNc1MoB 10/24/2019 1.125 1.204 15,000,000.00 14,973,750.00 99.836000 14,975,400.00 1,650.00 2.044 2.066 1.125 1.204 15,000,000.00 14,973,750.00 99.836000 14,975,400.00 1,650.00 2.044 2.066 1465: FHLMC-STEP%530/360 3134G7S77 FHLMC 5YrNc6MoB 10/29/2020 1.125 1.125 15,000,000.00 15,000,000.00 99.636000 14,945,400.00-54,600.00 3.005 3.082 3134G8KU2 FHLMC 5YrNc6MoB 02/26/2021 1.250 1.250 10,000,000.00 10,000,000.00 99.293000 9,929,300.00-70,700.00 3.320 3.411 3134G8L31 FHLMC 5YrNc6MoB 02/26/2021 1.250 1.250 10,000,000.00 10,000,000.00 99.488000 9,948,800.00-51,200.00 3.320 3.411 3134G9JX6 FHLMC 5YrNc3MoB 06/09/2021 1.600 1.600 15,000,000.00 15,000,000.00 98.618000 14,792,700.00-207,300.00 3.554 3.693 3134G9JW8 FHLMC 5YrNc3MoB 05/25/2021 1.500 1.500 20,000,000.00 20,000,000.00 98.518000 19,703,600.00-296,400.00 3.524 3.652 3134G9NU7 FHLMC 5YrNc3MoB 06/16/2021 1.625 1.630 15,000,000.00 14,997,000.00 99.214000 14,882,100.00-114,900.00 3.579 3.712 3134G9UM7 FHLMC 5YrNc3MoB 06/30/2021 1.500 1.500 15,000,000.00 15,000,000.00 98.596000 14,789,400.00-210,600.00 3.620 3.751 3134G9VA2 FHLMC 5YrNc6MoB 06/30/2021 1.300 1.300 15,000,000.00 15,000,000.00 98.652000 14,797,800.00-202,200.00 3.637 3.751 3134G9UX3 FHLMC 5YrNc3MoB 06/30/2021 1.500 1.500 10,000,000.00 10,000,000.00 98.598000 9,859,800.00-140,200.00 3.620 3.751 3134G9UH8 FHLMC 3.5YrNc3MoB 12/30/2019 1.000 1.000 15,000,000.00 15,000,000.00 99.781000 14,967,150.00-32,850.00 2.214 2.249 3134G9XA0 FHLMC 5YrNc6MoB 07/13/2021 1.250 1.250 15,000,000.00 15,000,000.00 99.487000 14,923,050.00-76,950.00 3.677 3.786 3134G9S40 FHLMC 4YrNc6MoB 07/27/2020 1.150 1.150 15,000,000.00 15,000,000.00 98.638000 14,795,700.00-204,300.00 2.767 2.825 3134G9R66 FHLMC 5YrNc3MoB 08/10/2021 1.500 1.500 15,000,000.00 15,000,000.00 98.517000 14,777,550.00-222,450.00 3.747 3.863 3134G9S57 FHLMC 4YrNc6MoB 08/10/2020 1.150 1.150 15,000,000.00 15,000,000.00 98.596000 14,789,400.00-210,600.00 2.802 2.863 3134G9T23 FHLMC 5YrNc3MoB 08/10/2021 1.350 1.350 10,000,000.00 10,000,000.00 98.611000 9,861,100.00-138,900.00 3.750 3.863 3134G9U47 FHLMC 5YrNc3MoB 08/25/2021 1.500 1.500 15,000,000.00 15,000,000.00 98.828000 14,824,200.00-175,800.00 3.772 3.904 3134G95W3 FHLMC 5YrNc3MoB 08/25/2021 1.500 1.500 10,000,000.00 10,000,000.00 98.015000 9,801,500.00-198,500.00 3.772 3.904 87 COUNTY OF RIVERSIDE TREASURER -TAX COLLECTOR 7 Month End Portfolio Holdings CUSH' Description Maturity Coupon yield Par Book Market Market Unrealized Modified Years To Date to Mat Value Value Price Value Gain/Loss Duration Maturity 3134G96A0 3134GAEB6 3134GAEG5 3134GADP6 3134GAET7 3134GAKY9 3134GANB6 3134GAPM0 3134GAPM0 3134GAPA6 3134GAQV9 3134GAQV9 3134GARL0 3134GASF2 3134GASF2 3134GATA2 3134GATB0 3134GATA2 3134GAUA0 3134GAYF5 3134GAYG3 3134GAYR9 3134GAA87 3134GAA87 3134GAZ49 3134GBDG4 3134G7S77 3134GBGB2 3134GBHN5 3134GBKC5 3134GBMP4 3134GBPJ5 3134GBSE3 3134GBSD5 3134GBTD4 3134GBTE2 3134GBYK2 3134GBWD0 3134GBWS7 3134GBYN6 08/25/2021 12/08/2020 08/24/2021 09/13/2021 09/30/2021 09/30/2021 09/30/2021 10/25/2021 10/25/2021 10/27/2020 10/27/2021 10/27/2021 10/28/2021 10/27/2021 10/27/2021 10/27/2021 11/10/2021 10/27/2021 11/30/2021 11/26/2021 12/09/2021 12/09/2021 12/30/2021 12/30/2021 02/24/2020 10/06/2020 10/29/2020 10/27/2020 04/27/2020 04/27/2020 05/22/2020 05/22/2020 02/24/2021 11/24/2020 06/29/2022 06/22/2022 07/05/2022 01/20/2021 07/27/2022 FHLMC 5YrNc3MoB FHLMC 4.25YrNc3MoB FHLMC 5YrNc6MoB FHLMC 5YrNc3MoB FHLMC 5YrNc3MoB FHLMC 5YrNc6MoB FHLMC 5YrNc6MoB FHLMC 5YrNc3MoB FHLMC 5YrNc3MoB FHLMC 5YrNc3MoB FHLMC 5YrNc6MoB FHLMC 5YrNc6MoB FHLMC 5YrNc6MoB FHLMC 5YrNc3MoB FHLMC 5YrNc3MoB FHLMC 5YrNc3MoB FHLMC 5YrNc3MoB FHLMC 5YrNc3MoB FHLMC 5YrNc3MoB FHLMC 5YrNc3MoB FHLMC 5YrNc3MoB FHLMC 5YrNc3MoB FHLMC 5YrNc3MoB FHLMC 5YrNc3MoB FHLMC 3YrNc6MoB FHLMC 3YrNc6MoB FHLMC 3.5Yr FHLMC 3.5YrNc6MoB FHLMC 3YrNc3MoB FHLMC 3YrNc3MoB FHLMC 3YrNc3MoB FHLMC 3YrNc6MoB FHLMC 4YrNc6MoB FHLMC 3YrNc6MoB FHLMC 5YrNc3MoB FHLMC 5YrNc6MoB FHLMC 5YrNc3MoB FHLMC 3.5YrNc3MoB FHLMC 5YrNc3MoB 1.375 1.250 1.250 1.500 1.500 1.450 1.350 1.375 1.375 1.250 1.400 1.400 1.250 1.500 1.500 1.400 1.550 1.400 1.500 1.550 1.500 1.650 1.900 1.900 1.250 1.375 1.125 1.375 1.500 1.500 1.500 1.600 1.650 1.600 2.050 2.000 2.000 1.500 2.050 FHLMC 5YrNc3MoB 07 27 2022 2.100 1.375 1.250 1.250 1.500 1.500 1.450 1.350 1.375 1.375 1.250 1.400 1.400 1.250 1.500 1.500 1.400 1.550 1.400 1.500 1.550 1.500 1.650 1.900 1.900 1.250 1.375 1.190 1.375 1.500 1.500 1.500 1.600 1.650 1.600 2.050 2.000 2.000 1.500 2.050 2.100 A97 1.498 15,000,000.00 20,000,000.00 20,000,000.00 16,500,000.00 20,000,000.00 15,000,000.00 15,000,000.00 10,000,000.00 6,705,000.00 10,000,000.00 15,000,000.00 15,000,000.00 10,000,000.00 15,000,000.00 15,000,000.00 10,000,000.00 17,000,000.00 14,000,000.00 4,500,000.00 20,000,000.00 10,000,000.00 20,000,000.00 10,000,000.00 10,000,000.00 20,000,000.00 15,000,000.00 7,125,000.00 15,000,000.00 10,000,000.00 20,000,000.00 10,000,000.00 20,000,000.00 15,000,000.00 15,000,000.00 20,000,000.00 15,000,000.00 20,000,000.00 10,000,000.00 20,000,000.00 20,000,000.00 820,830,000.00 15,000,000.00 20,000,000.00 20,000,000.00 16,500,000.00 20,000,000.00 15,000,000.00 15,000,000.00 10,000,000.00 6,705,000.00 10,000,000.00 15,000,000.00 15,000,000.00 10,000,000.00 15,000,000.00 15,000,000.00 10,000,000.00 17,000,000.00 14,000,000.00 4,500,000.00 20,000,000.00 10,000,000.00 20,000,000.00 10,000,000.00 10,000,000.00 20,000,000.00 15,000,000.00 7,108,968.75 15,000,000.00 10,000,000.00 20,000,000.00 10,000,000.00 20,000,000.00 15,000,000.00 15,000,000.00 20,000,000.00 15,000,000.00 20,000,000.00 10,000,000.00 20,000,000.00 20,000,000.00 820,810,968.75 98.286000 98.686000 98.830000 98.733000 98.586000 98.487000 98.302000 98.208000 98.208000 98.946000 97.801000 97.801000 99.330000 98.067000 98.067000 97.919000 98.244000 97.919000 98.654000 98.198000 99.159000 99.752000 99.259000 99.259000 99.992000 99.999000 99.636000 99.988000 99.781000 99.721000 99.745000 99.763000 99.886000 99.823000 99.566000 99.312000 99.756000 99.919000 99.633000 100.000000 99.013794 14,742,900.00 19,737,200.00 19,766,000.00 16,290,945.00 19,717,200.00 14,773,050.00 14,745,300.00 9,820,800.00 6,584,846.40 9,894,600.00 14,670,150.00 14,670,150.00 9,933,000.00 14,710,050.00 14,710,050.00 9,791,900.00 16,701,480.00 13,708,660.00 4,439,430.00 19,639,600.00 9,915,900.00 19,950,400.00 9,925,900.00 9,92.5,900.00 19,998,400.00 14,999,850.00 7,099,065.00 14,998,200.00 9,978,100.00 19,944,200.00 9,974,500.00 19,952,600.00 14,982,900.00 14,973,450.00 19,913,200.00 14,896,800.00 19,951,200.00 9,991,900.00 19,926,600.00 20,000,000.00 812,734,926.40 -257,100.00 -262,800.00 -234,000.00 -209,055.00 -282,800.00 -226,950.00 -254,700.00 -179,200.00 -120,153.60 -105,400.00 -329,850.00 329,850.00 -67,000.00 -289,950.00 -289,950.00 -208,100.00 -298,520.00 -291,340.00 -60,570.00 -360,400.00 -84,100.00 -49,600.00 -74,100.00 -74,100.00 -1,600.00 -150.00 -9,903.75 -1,800.00 -21,900.00 -55,800.00 -25,500.00 -47,400.00 -17,100.00 -26,550.00 -86,800.00 -103,200.00 -48,800.00 -8,100.00 -73,400.00 0.00 -8,076,042.35 3.782 3.105 3.790 3.821 3.868 3.873 3.881 3.922 3.922 2.992 3.924 3.924 3.943 3.914 3.914 3.924 3.945 3.924 4.005 3.989 4.030 4.014 4.046 4.046 2.354 2.926 3.004 2.984 2.501 2.501 2.570 2.565 3.300 3.043 4.479 4.466 4.502 3.204 4.556 4.550 3.581 3.904 3.192 3.901 3.956 4.003 4.003 4.003 4.071 4.071 3.077 4.077 4.077 4.079 4.077 4.077 4.077 4.115 4.077 4.170 4.159 4.195 4.195 4.252 4.252 2.403 3.019 3.082 3.077 2.575 2.575 2.644 2.644 3.405 3.153 4.748 4.729 4.764 3.310 4.825 4.825 3.718 1525: FNMA-Fxd-S 30/360 3136G3RL1 FNMA 3.5YrNc6MoB 12/16/2019 1.500 1.500 5,000,000.00 5,000,000.00 99.088000 4,954,400.00-45,600.00 2.158 2.211 3136G3WC5 FNMA 4YrNc6MoE 07/13/2020 1.350 1.350 10,000,000.00 10,000,000.00 98.950000 9,895,000.00-105,000.00 2.718 2.786 3136G3SY2 FNMA 3.25YrNc6MoB 09/30/2019 1.250 1.250 7,500,000.00 7,500,000.00 98.943000 7,420,725.00-79,275.00 1.969 2.000 3136G3XE0 FNMA 2YrNc6MoE 07/27/2018 .800 .800 15,000,000.00 15,000,000.00 99.548000 14,932,200.00-67,800.00 .820 .822 3135G0M26 FNMA 3YrNc6MoE 07/26/2019 1.000 1.000 10,000,000.00 10,000,000.00 98.956000 9,895,600.00-104,400.00 1.798 1.819 3135G0M26 FNMA 3YrNc6MoE 07/26/2019 1.000 1.000 10,000,000.00 10,000,000.00 98.956000 9,895,600.00-104,400.00 1.798 1.819 3136G3XS9 FNMA 2.5YrNc6MoE 01/25/2019 .875 .900 7,500,000.00 7,495,350.00 99.143000 7,435,725.00-59,625.00 1.307 1.321 3136G3A62 FNMA 3YrNc1YrE 07/26/2019 1.050 1.050 15,000,000.00 15,000,000.00 99.042000 14,856,300.00-143,700.00 1.797 1.819 3136G3P25 FNMA 3.5YrNc1YrE 07/26/2019 1.125 1.125 25,000,000.00 25,000,000.00 99.272000 24,818,000.00-182,000.00 1.795 1.819 3135GOR39 FNMA 3Yr 10/24/2019 1.000 1.091 10,000,000.00 9,973,200.00 98.846000 9,884,600.00-88,600.00 2.031 2.066 3136G4GU1 FNMA 3YrNc6MoB 11/25/2019 1.400 1.400 10,000,000.00 10,000,000.00 99.208000 9,920,800.00-79,200.00 2.104 2.153 3135GOWJ8 FNMA IYR BULLET 05/21/2018 .875 1.181 10,000,000.00 9,968,300.00 99.744000 9,974,400.00 6,100.00 .636 .638 3135GOT60 FNMA 3Yr 07/30/2020 1.500 1.604 10,000,000.00 9,969,700.00 99.453000 9,945,300.00-24,400.00 2.756 2.833 3136GOYK1 FNMA 2Yr 08 28 2019 1.500 1.400 10,000,000.00 10,019,600.00 99.892000 9,989,200.00-30,400.00 1.881 1.910 1.133 1.160 155,000,000.00 15,1,926,150.00 99.237323 153,817,850.00-1,108,300.00 1.784 1.81T 1560: FNMA-STEP%Q 30/360 3136G3SG1 FNMA 4.25YrNc6MoB 09 09 2020 1.400 1.400 .400 1.400 1565: FNMA-STEP%-S 30/360 3136G3BX2 FNMA 4YrNc6MoB 3136G3EH4 FNMA 4YrNc6MoB 3136G3DV4 FNMA 5YrNc6MoB 3136G3PB5 FNMA 5YrNc6MoB 3136G3TG0 FNMA 4YrNc6MoB 3136G3XT7 FNMA 5YrNc6MoB 3136G3ZW8 FNMA 5YrNc6MoB 3136G3Y74 FNMA 4YrNc6MoB 1700: FHLB-DISC NOTE 313385PF7 FHLB DISC NOTE 313385MN3 FHLB DISC NOTE 313385MN3 FHLB DISC NOTE 313385MQ6 FHLB DISC NOTE 313385MQ6 FHLB DISC NOTE 313385MV5 FHLB DISC NOTE 313385MX1 FHLB DISC NOTE 313385RS7 FHLB DISC NOTE 313385SW7 FHLB DISC NOTE 313385TJ5 FHLB DISC NOTE 313385Ti5 FHLB DISC NOTE 03/09/2020 03/30/2020 03/30/2021 06/09/2021 06/30/2020 07/27/2021 07/27/2021 11/24/2020 11/14/2017 10/04/2017 10/04/2017 10/06/2017 10/06/2017 10/11/2017 10/13/2017 01/12/2018 02/09/2018 02/21/2018 02/21/2018 1.300 1.250 1.500 1.550 1.150 1.250 1.250 1.125 .810 .930 .930 .920 .940 .950 .970 1.140 1.140 1.324 1.142 1.300 1.250 1.500 1.550 1.150 1.250 1.250 1.125 .291 .807 .924 .924 .914 .934 .950 .959 1.147 1.147 1.132 1.132 1.002 15,000,000.00 15,000,000.00 98.565000 14,784,750.00-215,250.00 2.875 2.945 15,000,000.00 15,000,000.00 98.565000 14,784,750.00 1=115,250.00 2.875 2.945 15,000,000.00 10,000,000.00 15,000,000.00 15,000,000.00 20,000,000.00 15,000,000.00 20,000,000.00 15,000,000.00 125,000,000.00 10,000,000.00 1,000,000.00 1,000,000.00 25,000,000.00 8,700,000.00 20,000,000.00 20,000,000.00 20,000,000.00 5,000,000.00 10,000,000.00 15,000,000.00 15,000,000.00 10,000,000.00 15,000,000.00 15,000,000.00 20,000,000.00 15,000,000.00 20,000,000.00 15,000,000.00 125,000,000.00 99.736000 99.958000 98.850000 98.900000 98.920000 97.891000 98.031000 98.335000 98.754240 14,960,400.00 9,995,800.00 14,827,500.00 14,835,000.00 19,784,000.00 14,683,650.00 19,606,200.00 14,750,250.00 123,442,800.00 -39,600.00 -4,200.00 -172,500.00 -165,000.00 -216,000.00 -316,350.00 -393,800.00 -249,750.00 -1,557,200.00 2.394 2.454 3.403 3.558 2.692 3.716 3.716 3.075 3.156 2.441 2.499 3.499 3.693 2.751 3.825 3.825 3.153 3.242 9,919,111.11 99.879000 9,987,900.00 68,788.89 .122 .123 995,348.89 99.991750 999,917.50 4,568.61 .011 .011 995,348.89 99.991750 999,917.50 4,568.61 .011 .011 24,883,722.22 99.986250 24,996,562.50 112,840.28 .016 .016 8,659,095.50 99.986250 8,698,803.75 39,708.25 .016 .016 19,904,450.00 99.972500 19,994,500.00 90,050.00 .030 .030 19,905,130.00 99.967000 19,993,400.00 88,270.00 .035 .036 19,884,100.00 99.702444 19,940,488.89 56,388.89 .282 .285 4,971,183.33 99.607000 4,980,350.00 9,166.67 .357 .362 9,943,074.44 99.571000 9,957,100.00 14,025.56 .390 .395 14,914,611.67 99.571000 14,935,650.00 21,038.33 .390 .395 134,975,176.05 99.841260 135,484,590.14 509,414.09 .149 .151 1725: FHLB-Fxd-S 30/360 313383EP2 FHLB 5YrNc3MoB 06/20/2018 1.250 1.250 3,719,720.08 3,719,720.08 99.997000 3,719,608.49-111.59 .715 .721 3130A6V95 FHLB 2Yr 12/01/2017 1.020 1.020 10,000,000.00 10,000,000.00 99.994000 9,999,400.00 -600.00 .169 .170 3130A7H57 FHLB 2.5YrNc1YrE 09/28/2018 1.100 1.100 5,000,000.00 5,000,000.00 99.737000 4,986,850.00-13,150.00 .986 .995 3130A7PV1 FHLB 5Yr 04/05/2021 1.375 1.390 5,000,000.00 4,996,350.00 98.265000 4,913,250.00-83,100.00 3.396 3.515 3130A7PU3 FHLB 4Yr 04/06/2020 1.200 1.210 10,000,000.00 9,996,000.00 98.897000 9,889,700.00-106,300.00 2.457 2.518 3130A8PK3 FHLB 2Yr 08/07/2018 .625 .726 5,000,000.00 4,989,600.00 99.411000 4,970,550.00-19,050.00 .848 .852 3130A8PK3 FHLB 2Yr 08/07/2018 .625 .726 25,000,000.00 24,948,000.00 99.411000 24,852,750.00-95,250.00 .848 .852 3130A8PK3 FHLB 2Yr 08/07/2018 .625 .726 10,000,000.00 9,979,200.00 99.411000 9,941,100.00-38,100.00 .848 .852 3130A8NZ2 FHLB 1.5Yr 01/08/2018 .650 .618 15,000,000.00 15,007,200.00 99.893000 14,983,950.00-23,250.00 .273 .274 3130A8NZ2 FHLB 1.5Yr 01/08/2018 .650 .608 10,000,000.00 10,006,200.00 99.893000 9,989,300.00-16,900.00 .273 .274 3130A8WS8 FHLB 2YrNc1YrE 11/23/2018 1.000 1.000 9,500,000.00 9,500,000.00 99.359000 9,439,105.00-60,895.00 1.134 1.148 3130A8Y72 FHLB 3Yr 08/05/2019 .875 .940 15,000,000.00 14,971,200.00 98.817000 14,822,550.00-148,650.00 1.826 1.847 3130A9AE1 FHLB 2Yr 10/01/2018 .875 .908 10,000,000.00 9,993,200.00 99.561000 9,956,100.00-37,100.00 .992 1.003 3130AA4U9 FHLB 1Yr 11/17/2017 .750 .871 25,000,000.00 24,971,000.00 99.962000 24,990,500.00 19,500.00 .131 .132 313381B20 FHLB 5Yr 12/08/2017 .750 .910 6,100,000.00 6,090,086.65 99.937000 6,096,157.00 6,070.35 .188 .189 3130AAUT3 FHLB 1Yr 02/23/2018 .875 .920 21,540,000.00 21,530,307.00 99.905000 21,519,537.00-10,770.00 .398 .400 3130A8XH1 FHLB 1.25YrNc6MoB 05/10/2018 1.000 1.154 9,500,000.00 9,483,850.00 99.813000 9,482,235.00-1,615.00 .605 .608 3130ABB21 FHLB 2.25YrNc2YrE 07/26/2019 1.375 1.444 10,000,000.00 9,986,000.00 99.683000 9,968,300.00-17,700.00 1.789 1.819 3130ABRS7 FHLB 2Yr 07/12/2019 1.460 1.483 10,000,000.00 9,995,400.00 99.855000 9,985,500.00-9,900.00 1.749 1.781 3130ABYZ3 FHLB 2.75YrNc9MoE 05/22/2020 1.600 1.600 5,000,000.00 5,000,000.00 99.588000 4,979,400.00-20,600.00 2.575 2.644 3130AC2C7 FHLB 3YrNc1YrE 08/28/2020 2.000 1.790 10,000,000.00 10,061,000.00 100.374000 10,037,400.00-23,600.00 2.818 2.912 3130ABZE9 FHLB 3YrNc1YrE 08/28/2020 1.650 1.650 5,000,000.00 5,000,000.00 99.451000 4,972,550.00-27,450.00 2.833 2.912 3130AC3J1 FHLB 2YrNc3MoB 08/28/2019 1.550 1.550 5,000,000.00 5,000,000.00 100.007000 5,000,350.00 350.00 1.879 1.910 3133782M2 FHLB 2Yr 03/08/2019 1.500 1.351 10,000,000.00 10,022,300.00 100.043000 10,004,300.00-18,000.00 1.418 1.436 3130ABQ25 FHLB 2.5Yr 03/29/2019 1.360 1.350 10,000,000.00 10,001,500.00 99.793000 9,979,300.00-22,200.00 1.481 1.493 3130AC3D4 FHLB 1.5Yr 02/08/2019 1.350 1.400 12,500,000.00 12,491,375.00 99.819000 12,477,375.00-14,000.00 1.336 1.359 88 COUNTY OF RIVERSIDE TREASURER -TAX COLLECTOR 8 Month trod Portfolio I loldings CUSIP Description Maturity Coupon Yield Date To Mat Par Book Market Market Unrealized Modified Years To Value Value Price Value Gain/Loss Duration Maturity 1.031 1.064 272,859,720.08 272,739,488.73 99.669206 271,957,117.49 -782,371.24 1.113 1.132 1760: FHLB-STEP%-Q 30/360 3130A8UH4 FHLB 3YrNcMoB 08/15/2019 1.250 1.250 1765: FHLB-STEP%S 30/360 3130A9DH1 FHLB 5YrNc3MoB 3130A9DA6 FHLB 5YrNc3MoB 3130AA2T4 FHLB 5YrNc6MoB 3130AA2T4 FHLB 5YrNc6MoB 3130AA5A2 FHLB 5YrNc1YrB 3130ABQV1 FHLB 5YrNc6MoB 3130ABVZ6 FHLB 5YrNc6MoB 3130ABZW9 FHLB 5YrNc3MoB 3130AC6H2 FHLB 5YrNc3MoB 3130AC4T8 FHLB 5YrNc3MoB 09/30/2021 09/30/2021 12/09/2021 12/09/2021 12/08/2021 07/26/2022 02/09/2022 08/24/2022 08/24/2022 05/24/2022 1.350 1.350 1.600 1.600 1.700 2.000 1.750 2.000 2.000 1.800 1.350 1.350 1.600 1.600 1.700 2.000 1.750 2.000 2.000 1.800 8 25,000,000.00 25,000,000.00 15,000,000.00 15,000,000.00 10,000,000.00 10,000,000.00 15,000,000.00 15,000,000.00 20,000,000.00 10,000,000.00 15,000,000.00 20,000,000.00 145,000,000.00 25,000,000.00 99.815000 25,000,000.00 99.815000 15,000,000.00 15,000,000.00 10,000,000.00 10,000,000.00 15,000,000.00 15,000,000.00 20,000,000.00 10,000,000.00 15,000,000.00 20,000,000.00 145,000,000.00 98.669000 98.634000 98.649000 98.649000 99.567000 99.883000 99.761000 99A56000 99.472000 99.824000 99.328379 24,953,750.00 24,953,750.00 14,800,350.00 14,795,100.00 9,864,900.00 9,864,900.00 14,935,050.00 14,982,450.00 19,952,200.00 9,945,600.00 14,920,800.00 19,964,800.00 144,026,150.00 -46,250.00 1.856 -199,650.00 -204,900.00 -135,100.00 -135,100.00 -64,950.00 -17,550.00 -47,800.00 -54,400.00 -79,200.00 -35,200.00 3.881 3.881 4.019 4.019 4.006 4.560 4.169 4.637 4.637 4.433 1.874 4.003 4.003 4.195 4.195 4.192 4.822 4.364 4.901 4.901 4.649 1767: FHLB-Var-M A/360 3130A9FU0 FHLB 4Yr 09/22/2020 1.386 1.386 10,000,000.00 10,000,000.00 100.292000 10,029,200.00 29,200.00 2.944 2.981 3130A9FM8 FHLB 4Yr 09/22/2020 1.386 1.386 15,000,000.00 15,000,000.00 100.292000 15,043,800.00 43,800.00 2.944 2.981 3130A9FR7 FHLB 4Yr 09/28/2020 1.384 1.384 10,000,000.00 10,000,000.00 100.423000 10,042,300.00 42,300.00 2.967 2.997 3130A9FR7 FHLB 4Yr 09/28/2020 1.384 1.384 15,000,000.00 15,000,000.00 100.423000 15,063,450.00 63,450.00 2.967 2.997 1.385 1.385 50,000,000.00 50,000,000.00 100.357500 50,178,750.00 "11Ir 178,750.00 2.956 2.989 1770: FHLB-V ar-Q A/360 3130A8NF6 FHLB 3Yr 07 01 2020 1.424 1.424 .424 1.424 25,000,000.00 25,000,000.00 100.608000 25,152,000.00 25,000,000.00 100.608000 25,152,000.00 152,000.00 2.711 2.753 152,000.00 2.711 2.753 25,000,000.00 1900: FFCB-DISC NOTE 313313SE9 FFCB DISC NOTE Ol 24 2018 1.062 1.049 1.062 1.049 25,000,000.00 24,783,333.33 99.658000 24,914,500.00 131,166.67 .314 .318 25,000,000.00 24,783,333.33 99.658000 29,914,500.00 131,166.67 .314 .318 1925: FFCB-Fxd-S 30/360 3133EFHH3 FFCB 3YrNc3MoA 10/15/2018 1.110 1.110 5,000,000.00 5,000,000.00 99.589000 4,979,450.00-20,550.00 1.028 1.041 3133EFV38 FFCB 3YrNc1YrA 03/29/2019 1.250 1.250 10,310,000.00 10,310,000.00 99.519000 10,260,408.90-49,591.10 1.479 1.493 3133EF5D5 FFCB 4YrNc1YrA 04/27/2020 1.420 1.420 7,700,000.00 7,700,000.00 99.041000 7,626,157.00-73,843.00 2.505 2.575 3133EGNY7 FFCB 2.5YrNc3MoA 01/28/2019 1.110 1.110 25,000,000.00 25,000,000.00 99.411000 24,852,750.00-147,250.00 1.312 1.329 3133EGSA4 FFCB 4YrNc1YrA 08/24/2020 1.320 1.320 10,000,000.00 10,000,000.00 98.730000 9,873,000.00-127,000.00 2.833 2.901 3133EGVM4 FFCB 1.25Yr 12/22/2017 .700 .765 15,000,000.00 14,988,000.00 99.928000 14,989,200.00 1,200.00 .226 .227 3133EGVK8 FFCB 4YrNc1YrA 09/21/2020 1.350 1.350 10,000,000.00 10,000,000.00 98.608000 9,860,800.00-139,200.00 2.906 2.978 3133EGXX8 FFCB 4YrNc1YrA 10/13/2020 1.340 1.340 15,000,000.00 15,000,000.00 98.303000 14,745,450.00-254,550.00 2.947 3.038 3133EGC94 FFCB 4YrNc3MoA 11/02/2020 1.380 1.380 10,000,000.00 10,000,000.00 97.761000 9,776,100.00-223,900.00 2.997 3.093 3133EGR49 FFCB 4YrNc1YrA 12/07/2020 1.770 1.770 10,000,000.00 10,000,000.00 99.363000 9,936,300.00-63,700.00 3.068 3.189 3133EHAJ2 FFCB 3YrNc1YrE 02/27/2020 1.710 1.710 10,000,000.00 10,000,000.00 100.005000 10,000,500.00 500.00 2.346 2.411 3133EHNY5 FFCB 1.5Yr 11/21/2018 1.250 1.342 10,000,000.00 9,987,200.00 99.799000 9,979,900.00-7,300.00 1.125 1.142 3133EHNY5 FFCB 1.5Yr 11/21/2018 1.250 1.322 10,000,000.00 9,990,000.00 99.799000 9,979,900.00-10,100.00 1.125 1.142 3133EHRK1 FFCB 2.5Yr 01/17/2020 1.520 1.520 10,000,000.00 10,000,000.00 99.777000 9,977,700.00-22,300.00 2.243 2.299 3133EHUL5 FFCB 3Yr 08/10/2020 1.550 1.550 5,000,000.00 5,000,000.00 99.464000 4,973,200.00-26,800.00 2.782 2.863 3133EHWN9 FFCB 2Yr 08/28/2019 1.400 1.400 5,000,000.00 5,000,000.00 99.723000 4,986,150.00-13,850.00 1.883 1.910 3133EEZ60 FFCB 2Yr 06/24/2019 1.520 1.400 5,000,000.00 5,010,640.00 99.939000 4,996,950.00-13,690.00 1.699 1.732 3133EHWN9 FFCB 2Yr 08/28/2019 1.400 1.410 10,000,000.00 9,998,000.00 99.723000 9,972,300.00-25,700.00 1.883 1.910 3133EHZN6 FFCB 3Yr 03 20 2020 1.450 1.511 20,000,000.00 19,970,400.00 99.554000 19,910,800.00-59,600.00 2.418 2.471 1.323 1.339 203,010,000.00 202,954,240.00 99.343390 201,677,015.90-1,277,224.10 - 1930: FFCB-Var-M A/360 3133EDXQ0 FFCB 5Yr 10/10/2019 1.305 1.305 15,000,000.00 3133EDXQ0 FFCB 5Yr 10/10/2019 1.305 1.305 25,000,000.00 3133EDXQ0 FFCB 5Yr 10/10/2019 1.305 1.317 10,000,000.00 3133EFNK9 FFCB 2Yr 02/09/2018 1.315 1.315 15,000,000.00 3133EFNK9 FFCB 2Yr 02/09/2018 1.315 1.315 20,000,000.00 3133EFQJ9 FFCB 3Yr 11/23/2018 1.357 1.305 10,000,000.00 3133EFE52 FFCB 3Yr 02/25/2019 1.507 1.507 15,000,000.00 3133EFE52 FFCB 3Yr 02/25/2019 1.507 1.507 5,000,000.00 3133EFM61 FFCB 2.5Yr 09/17/2018 1.454 1.454 5,000,000.00 3133EFP84 FFCB 3 Yr 04/04/2019 1.432 1.432 25,000,000.00 3133E7156 FFCB 4Yr 04/01/2020 1.472 1.472 25,000,000.00 3133EF2Z9 FFCB 4Yr 04/13/2020 1.481 1.481 50,000,000.00 3133EGCE3 FFCB 5Yr 05/25/2021 1.507 1.507 10,000,000.00 3133EGCE3 FFCB 5Yr 05/25/2021 1.507 1.507 10,000,000.00 3133EGLV5 FFCB 3Yr 07/15/2019 1.424 1.424 5,000,000.00 3133EGYA7 FFCB 3Yr 10/11/2019 1.415 1.415 15,000,000.00 3133EGZS7 FFCB 3Yr 10/24/2019 1.417 1.417 15,000,000.00 3133EGF67 FFCB 3Yr 11/14/2019 1.407 1.407 15,000,000.00 3133EGF67 FFCB 3Yr 11/14/2019 1.407 1.407 15,000,000.00 141, 1.411 .10.ifa1n000,00 1950: FMAC-Fxd-S 30/360 3132X0MC2 FAMCA 1Yr 12/27/2017 .945 .945 25,000,000.00 3132XORB9 FAMCA 1 Yr 05/15/2018 1.250 1.250 25,000,000.00 3132X0RW3 FAMCA 1Yr 05/10/2018 1.150 1.150 25,000,000.00 3132XOSB8 FAMCA 1YrNc6MoB 04/19/2018 1.250 1.250 25,000,000.00 3132XOSB8 FAMCA 1YrNc6MoB 04/19/2018 1.250 1.250 25,000,000.00 3132XOSB8 FAMCA 1YrNc6MoB 04/19/2018 1.250 1.250 15,000,000.00 3132X0SU6 FAMCA 2Yr 08/15/2018 1.250 1.320 5,000,000.00 3132XOUT6 FAMCA 1.25Yr 09/14/2018 1.320 1.320 15,000,000.00 3132X0WK3 FAMCA 2Yr 08/20/2019 1.440 1.442 5,000,000.00 3132X0WY3 FAMCA 2Yr 09/26/2019 1.420 1.420 10,000,000.00 1.213 1.215 175,000,000.00 15,000,000.00 25,000,000.00 9,997,560.00 15,000,000.00 20,000,000.00 10,006,056.38 15,000,000.00 5,000,000.00 5,000,000.00 25,000,000.00 25,000,000.00 50,000,000.00 10,000,000.00 10,000,000.00 5,000,000.00 15,000,000.00 15,000,000.00 15,000,000.00 15,000,000.00 25,000,000.00 25,000,000.00 25,000,000.00 25,000,000.00 25,000,000.00 15,000,000.00 4,996,000.00 15,000,000.00 4,999,800.00 10,000,000.00 174,995,800.00 100.220000 100.220000 100.220000 100.082000 100.082000 100.261000 100.460000 100.460000 100.324000 100.388000 100.611000 100.635000 100.667000 100.667000 100.431000 100.471000 100.434000 100.451000 100.451000 99.990000 99.945000 99.908000 99.94,3000 99.943000 99.94,3000 99.914000 99.962000 99.767000 99.632000 99.923000 15,033,000.00 25,055,000.00 10,022,000.00 15,01Z300.00 20,016,400.00 10,026,100.00 15,069,000.00 5,023,000.00 5,016,200.00 25,097,000.00 25,152,750.00 50,317,500.00 10,066,700.00 10,066,700.00 5,021,550.00 15,070,650.00 15,065,100.00 15,067,650.00 15,067,650.00 24,997,500.00 24,986,250.00 24,977,000.00 24,985,750.00 24,985,750.00 14,991,450.00 4,995,700.00 14,994,300.00 4,988,350.00 9,963,200.00 174,865,250.00 33,000.00 55,000.00 24,440.00 12,300.00 16,400.00 20,043.62 69,000.00 23,000.00 16,200.00 97,000.00 152,750.00 317,500.00 66,700.00 66,700.00 21,550.00 70,650.00 65,100.00 67,650.00 67,650.00 -2,500.00 -13,750.00 -23,000.00 -14,250.00 -14,250.00 -8,550.00 300.00 -5,700.00 -11,450.00 -36,800.00 -130,550.00 2.021 2.021 2.021 .358 .358 1.144 1.394 1.394 .960 1.501 2.477 2.510 3.601 3.601 1.779 2.013 2.049 2.103 2.103 .240 .618 .605 .546 .546 .546 .866 .946 1.855 1.954 .682 2.027 2.027 2.027 .362 .362 1.148 1.405 1.405 .964 1.510 2.504 2.537 3.652 3.652 1.789 2.030 2.066 2.123 2.123 .241 .622 .608 .551 .551 .551 .874 .956 1.888 1.989 1965: FMAC-Var-M A/360 3132X0LX7 FAMCA 1Yr 12/22/2017 1.246 1.246 25,000,000.00 25,000,000.00 100.036000 25,009,000.00 9,000.00 .227 .227 3132X0QY0 FAMCA 1 Yr 04/03/2018 1.162 1.162 50,000,000.00 50,000,000.00 100.101000 50,050,500.00 50,500.00 .507 .507 1.190 1.190 75,000,000.00 75,000,000.00 100.079333 75,059500.00 59,500.00 '}4 1975: FMAC-Var-Q A/360 3132X0ED9 FAMCA 3Yr 03/19/2019 1.394 1.394 10,000,000.00 10,000,000.00 100.407000 10,040,700.00 40,700.00 3132X0EV9 FAMCA 3Yr 07/26/2019 1.454 1.454 15,000,000.00 15,000,000.00 100.574000 15,086,100.00 86,100.00 .430 1.430 25,000,000.00 25,000,000.00 100.507200 25,126,800.00 - ,800.00 2300: MUNIS-ZERO CPN-Mat 91411SXH8 UC REGENTS 91411SY95 UC REGENTS 2301: MUNIS CP-Mat A/365-6 13068CCB9 CALIFORNIA STATE 13068CCD5 CALIFORNIA STATE 10/17/2017 1.153 1.153 11 092017 � 1.150 1.153 1.151 1.153 10/12/2017 1.190 1.190 10/17/2017 1.190 1.190 47,450,000.00 55,000,000.00 102,450,000.411. 15,000,000.00 8,000,000.00 47,322,675.83 54,840,118.06 102,162,793.89 99.948889 99.875417 99.909446 15,000,000.00 100.000000 8, 000, 000.00 100.000000 47,425,747.78 54,931,479.17 102,357,226.95 15,000,000.00 8,000,000.00 1.459 1.802 1.665 1.466 1.819 �.678 103,071.95 .046 .047 91,361.11 .108 .110 194,433.06 .079 .081 0.00 0.00 .033 .046 .033 .047 90 1.190 23,000,000.00 23,000,000.00 100.000000 23,000,000.00 2350: MUNIS-S 30/360 20772JL34 CONNECTICUT STATE 08/01/2018 2.250 1.398 882723A33 TEXAS STATE 10/01/2019 1.497 1.497 882723ZZ5 TEXAS STATE 10/01/2017 .723 .723 677522HW7 OHIO STATE 05/01/2018 1.250 .940 419792JG2 HAWAII STATE 04/01/2019 1.380 1.380 419792JH0 HAWAII STATE 04/01/2020 1.660 1.660 419792JF4 HAWAII STATE 04/01/2018 1.250 1.160 76222RUK6 RHODE ISLAND STATE 05/01/2018 1.250 1.010 76222RUM2 RHODE ISLAND STATE 05/01/2020 1.625 1.520 25,000,000.00 5,000,000.00 7,500,000.00 9,535,000.00 4,990,000.00 5,055,000.00 4,925,000.00 2,595,000.00 2,660,000.00 25,613,250.00 5,000,000.00 7,500,000.00 9,597,549.60 4,990,000.00 5,055,000.00 4,933,569.50 2,607,144.60 2,670,719.80 102.453000 100.000000 100.000000 100.656000 100.000000 100.000000 100.174000 100.468000 100.403000 25,613,250.00 5,000,000.00 7,500,000.00 9,597,549.60 4,990,000.00 5,055,000.00 4,933,569.50 2,607,144.60 2,670,719.80 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 .825 1.951 .003 .580 1.472 2.422 .497 .580 2.507 .836 2.003 .003 .584 1.501 2.504 .501 .584 2.586 COUNTY OF RIVERSIDE TREASURER -TAX COLLECTOR 89 9 Month End Portfolio Holdings CLIY1' Description Maturity Date Coupon Ylcld Par 10 Mat Valuc Rook Value llarkct Market Unrealized Modified Years To Pricy Value Gain/Loss Duration Maturity 76222RUL4 13063CP79 3733845L6 37338491 3733845K8 041042ZS4 041042ZT2 419792ND4 419792NE2 419792NF9 13063CFC9 13063C4U1 13063C4V9 68609BXK8 68609BYC5 68609BYB7 68609BXJ1 13063DAA6 RHODE ISLAND STATE CALIFORNIA STATE GEORGIA STATE GEORGIA STATE GEORGIA STATE ARKANSAS STATE ARKANSAS STATE HAWAII STATE HAWAII STATE HAWAII STATE CALIFORNIA STATE CALIFORNIA STATE CALIFORNIA STATE OREGON STATE OREGON STATE OREGON STATE OREGON STATE CALIFORNIA STATE 05/01/2019 04/01/2018 07/01/2020 07/01/2018 07/01/2019 06/01/2018 06/01/2019 10/01/2018 10/01/2019 10/01/2020 11/01/2017 11/01/2017 11/01/2018 05/01/2019 04/01/2019 04/01/2018 05/01/2018 04/01/2018 1.375 .900 3.000 3.000 3.000 2.250 2.000 1.000 1.151 1.370 1.750 .850 1.050 1.450 1.440 1.020 1.030 1.248 1.220 1.127 1.370 .930 1.110 .840 1.024 .911 1.101 1.319 .820 .800 .950 1.450 1.441 1.021 1.030 1.248 .346 1.046 2,625,000.00 41,290,000.00 6,825,000.00 6,345,000.00 6,580,000.00 12,810,000.00 13,470,000.00 4,870,000.00 2,250,000.00 2,250,000.00 9,480,000.00 75,000,000.00 50,000,000.00 1,830,000.00 1,750,000.00 1,735,000.00 1,560,000.00 33,000,000.00 340,930,000.00 2,636,838.75 41,120,711.00 7,254,770.25 6,602,480.10 6,943,874.00 13,139,473.20 13,837,192.20 4,878,473.80 2,253,262.50 2,254,320.00 9,569,301.60 75,036,750.00 50,098,500.00 1,829,981.70 1,749,982.50 1,734,982.65 1,559,984.40 33,000,000.00 343,468,112.15 100.451000 99.590000 106.297000 104.058000 105.530000 102.572000 102.726000 100.174000 100.145000 100.192000 100.942000 100.049000 100.197000 99.999000 99.999000 99.999000 99.999000 100.000000 100.744467 2,636,838.75 41,120,711.00 7,254,770.25 6,602,480.10 6,943,874.00 13,139,473.20 13,837,192.20 4,878,473.80 2,253,262.50 2,254,320.00 9,569,301.60 75,036,750.00 50,098,500.00 1,829,981.70 1,749,982.50 1,734,982.65 1,559,984.40 33,000,000.00 343,468,112.15 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1.556 .498 2.629 .742 1.700 .661 1.632 .991 1.964 2.914 .087 .087 1.073 1.553 1.471 .498 .581 .497 1 584 .501 2.753 .751 1.751 .668 1.668 1.003 2.003 3.005 .088 .088 1.088 1.584 1.501 .501 .584 .501 3020: COMMERCIAL PAPER 25214P6Z1 DEXIA (GUARANTEE) 12/06/2017 1.320 1.340 25,000,000.00 24,807,888.89 99.776333 24,944,083.33 136,194.44 .181 .184 63763PZ77 NATL SEC CLEARING CORP 12/07/2017 1.278 1.278 25,000,000.00 24,840,368.06 99.772944 24,943,236.11 102,868.05 .184 .186 25214PA29 DEXIA (GUARANTEE) 01/16/2018 1.300 1.300 25,000,000.00 24,808,291.67 99.625500 24,906,375.00 98,083.33 .292 .296 25214P7M9 DEXIA (GUARANTEE) 10/17/2017 1.215 1.215 50,000,000.00 49,793,291.67 99.946667 49,973,333.33 180,041.66 .046 .047 63763QA23 NATL SEC CLEARING CORP 01/02/2018 1.300 1.309 40,000,000.00 39,721,222.22 99.674500 39,869,800.00 148,577.78 .254 .258 03785EBC7 APPLE 02/12/2018 1.340 1.341 25,000,000.00 24,788,493.06 99.512389 24,878,097.22 89,604.16 .365 .370 59515MY25 MICROSOFT CORP 11/02/2017 1.200 1.205 50,000,000.00 49,810,000.00 99.893333 49,946,666.67 136,666.67 .089 .090 89233GXB7 TOYOTA MOTOR CORP 10/11/2017 1.170 1.173 50,000,000.00 49,853,750.00 99.966667 49,983,333.33 129,583.33 .030 .030 03785EBC7 APPLE 02/12/2018 1.340 1.341 25,000,000.00 24,802,347.22 99.512389 24,878,097.22 75,750.00 .365 .370 89233GYD2 TOYOTA MOTOR CORP 11/13/2017 1.210 1.215 25,000,000.00 24,897,486.11 99.856667 24,964,166.67 66,680.56 .119 .121 89233GXP6 TOYOTA MOTOR CORP 10/23/2017 1.200 1.203 50,000,000.00 49,873,333.33 99.926667 49,963,333.33 90,000.00 .062 .063 63763PXG9 NATL SEC CLEARING CORP 10/16/2017 1.165 1.167 50,000,000.00 49,899,680.56 99.950000 49,975,000.00 75,319.44 .043 .044 03785EBU7 APPLE 02/28/2018 1.330 1.339 25,000,000.00 24,823,590.28 99.454167 24,863,541.67 39,951.39 .408 .414 63763PXR5 NATL SEC CLEARING CORP 10/25/2017 1.170 1.172 50,000,000.00 49,896,000.00 99.920000 49,960,000.00 64,000.00 .068 .068 64105HBU5 NESTLE 02/28/2018 1.190 1.198 30,000,000.00 29,811,583.20 99.454167 29,836,250.00 24,666.80 .409 .414 63763QBU0 NATL SEC CLEARING CORP 02/28/2018 1.300 1.309 18,000,000.00 17,877,800.00 99.454167 17,901,750.00 23,950.00 .408 .414 64105HCU4 NESTLE 03/28/2018 1.280 1.290 50,000,000.00 49,626,666.67 99.352278 49,676,138.89 49,472.22 .484 .490 89233GXX9 TOYOTA MOTOR CORP 10/31/2017 1.200 1.202 25,000,000.00 24,949,166.67 99.900000 24,975,000.00 25,833.33 .084 .085 47816FY88 JOHNSON & JOHNSON 11/08/2017 1.110 1.112 50,000,000.00 49,893,625.00 99.873333 49,936,666.67 43,041.67 .106 .107 64105HDR0 NESTLE 04/25/2018 1.220 1.230 15,000,000.00 14,879,525.00 99.198889 14,879,833.33 308.33 .560 .567 03785ECE2 APPLE 03/14/2018 1.320 1.329 50,000,000.00 49,653,500.00 99.403222 49,701,611.11 48,111.11 .446 .452 25215C3M1 DEXIA (GUARANTEE) 05/07/2018 1.400 1.413 30,000,000.00 29,718,833.33 99.157777 29,745,666.67 26,833.34 .591 .600 74271TYH0 PROCTER & GAMBLE CO 11/17/2017 1.150 1.153 50,000,000.00 49,888,194.44 99.843333 49,921,666.67 33,472.23 .130 .132 59515NCS0 MICROSOFT CORP 03/26/2018 1.290 1.299 20,000,000.00 19,860,250.00 99.359556 19,871,911.11 11,661.11 .478 .485 59515NCE1 MICROSOFT CORP 03/14/2018 1.280 1.288 50,000,000.00 49,678,222.22 99.403222 49,701,611.11 23,388.89 .446 .452 03785EE91 APPLE 05/09/2018 1.350 1.362 35,000,000.00 34,695,500.00 99.144444 34,700,555.56 5,055.56 .597 .605 30229AXA2 EXXON MOBIL 10/10/2017 1.110 1.111 30,000,000.00 29,980,575.00 99.970000 29,991,000.00 10,425.00 .027 .027 93114EXG7 WALMART 10/16/2017 1.090 1.091 50.000.000.00 49.960.638.89 99.950000 49.975.000.00 14.361.11 .043 .044 25214PBD4 DEXIA (GUARANTEE) 06/11/2018 1.500 1.517 35,000,000.00 34,617,916.67 98.959889 34,635,961.11 18,044.44 .685 .696 89233GYL4 TOYOTA MOTOR CORP 11/20/2017 1.190 1.192 30,000,000.00 29,945,458.33 99.833333 29,950,000.00 4,541.67 .138 .140 19416EXA0 COLGATE-PALM 10/10/2017 1.030 1.030 45,000,000.00 44,984,550.00 99.970000 44,986,500.00 1,950.00 .027 .027 25214PBP7 DEXIA (GUARANTEE) 11/30/2017 1.092 1.092 25,000,000.00 24,953,069.44 99.796667 24,949,166.67-3,902.77 .165 .167 1.227 1.232 1,153,000,000.00 _147,590,817.93 99.686501 1,149,385,352.78 1,794,534.85 .234 3130: CORP-Fxd-S 30/360 037833AJ9 APPLE 931142DF7 WAL-MART 037833A19 APPLE 931142DF7 WAL-MART 037833AJ9 APPLE 037833AJ9 APPLE 931142DF7 WAL-MART 037833AJ9 APPLE 4500: NCD-Mat A/360 89113W3V6 TORONTO DOMINION 89113XBZ6 TORONTO DOMINION 89113XCA0 TORONTO DOMINION 89113XPW9 TORONTO DOMINION R9113XFV1 TORONTO DOMINION 05/03/2018 1.000 1.280 20,000,000.00 04/11/2018 1.125 1.255 21,875,000.00 05/03/2018 1.000 1.261 6.000.000.00 04/11/2018 1.125 1.264 6,000,000.00 05/03/2018 1.000 1.290 10,000,000.00 05/03/2018 1.000 1.396 5,000,000.00 04/11/2018 1.125 1.306 2,262,000.00 05/03/2018 1.280 1.636 27,920,000.00 .117 1.380 99,057,000.00 12/22/2017 1.350 1.350 02/20/2018 1.400 1.400 10 / 17 / 2017 1.200 1.200 11/27/2017 1.220 1.220 05/29 OMR 145n 14sn 50,000,000.00 40,000,000.00 20,000,000.00 20,000,000.00 so ono ono on 19,940,200.00 21,846,781.25 5.983.560.00 5,991,780.00 9,970,000.00 4,983,750.00 2,258,878.44 27,858,296.80 98,833,246.49 50,000,000.00 40,000,000.00 20,000,000.00 20,000,000.00 sn.non .non no 99.766000 99.866000 99.766000 99.866000 99.766000 99.766000 99.866000 99.766000 99.796424 100.000000 100.000000 100.000000 100.000000 inn nnnnnn 19,953,200.00 21,845,687.50 5.985.960.00 5,991,960.00 9,976,600.00 4,988,300.00 2,258,968.92 27,854,667.20 98,855,343.62 50,000,000.00 40,000,000.00 20,000,000.00 20,000,000.00 sn.non .non no 13,000.00 .585 -1,093.75 .524 2.400.00 .585 180.00 .524 6,600.00 .585 .585 .524 .584 4,550.00 90.48 3,629.60 .589 .529 .589 .529 .589 .589 .529 .589 0.00 0.00 0.00 0.00 0 00 .224 .386 .046 .157 6sn .227 .392 .047 .159 660 1.358 1.358 180,000,000.00 180,000,000.00 100.000000 180,000,000.00 0.00 .351 .356 otal Fund 1.245 1.246 6,255,154,246.42 6,249,458,901.54 99.734706 6,238559,720.97-10,899,180.57 1.194 1.226 Grand Total 1.245 1.246 6,255,154,246.42 6,249,458,901.54 99.734706 6,238559,720.97 1.194 'ME 90 COUNTY OF RIVERSIDE TREASURER -TAX COLLECTOR 10 Full Compliance The Treasurer's Pooled Investment Fund was in FULL COMPLIANCE with the Treasurer's Statement of Investment Policy. The County's Investment Policy is more restrictive than the California Government Code. This policy is reviewed annually by the County's Investment Oversight Committee and approved by the County Board of Supervisors. 1 investment C'ateeo MUNICIPAL BONDS (MUNI) U.S. TREASURIES LOCAL AGENCY OBLIGATIONS (LAO) FEDERAL AGENCIES COMMERCIAL PAPER (CP) CERTIFICATE & TIME DEPOSITS (NCD & TCD) REPURCHASE AGREEMENTS (REPO) REVERSE REPOS MEDIUM TERM NOTES (MTNO) CALTRUST SHORT TERM FUND MONEY MARKET MUTUAL FUNDS (MMF) LOCAL AGENCY INVESTMENT FUND (LAIF) CASH/DEPOSIT ACCOUNT GOVERNMENT CODE Maximum Authorized Maturity °% i.imit S &P/ Moody's O 1 nriRS 1V V L11V111 1V Ei 5 YEARS NO LIMIT NA 5 YEARS NO LIMIT NA 5 YEARS NO LIMIT AAA 270 DAYS 40% A1/P1 5 YEARS 30 % NA 1 YEARS NO LIMIT NA 92 DAYS 20% NA 5 YEARS 30 % A NA NA NA 60 DAYS (1) 20% AAA/Aaa (2) NA NA NA NA NA NA COUNTY INVESTMENT POLICY Maximum Ma#jaily Authorized % Limit SRzP/ Mnndvd 4 YEARS 15% AA-/Aa3/AA- 5 YEARS 100% NA 3 YEARS 2.5% INVESTMENT GRADE 5 YEARS 100 % NA 270 DAYS 40% A1/P1/F1 1 YEAR 25% Combined A1/P1/F1 45 DAYS 40% max, 25% in term repo over 7 days A1/P1/F1 60 DAYS 10% NA 3 YEARS 20% AA/Aa2/AA DAILY LIQUIDITY 1.0% NA DAILY LIQUIDITY 20% AAA by 2 Of 3 RATINGS AGC. DAILY LIQUIDITY Max $50 million NA NA NA NA 7.50% 7.67% 0.004% 48.98% 18.36% 2.88% 0.00% 0.00% 1.58% 0.86% 4.16% 0.00% 8.00% 1 Mutual Funds maturity may be interpreted as weighted average maturity not exceeding 60 days. 1 Or must have an investment advisor with not less than 5 years experience and with assets under management of $500, 000, 000. . 1, 1. THIS COMPLETES THE REPORT REQUIREMENTS OF CALIFORNIA GOVERNMENT COUNTY OF RIVERSIDE TREASURER -TAX COLLECTOR 91 11 AGENDA ITEM 8F RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: December 13, 2017 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Theresia Trevino, Chief Financial Officer THROUGH: Anne Mayer, Executive Director SUBJECT: Annual Investment Policy Review BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Adopt Resolution No. 17-017, "Resolution of the Riverside County Transportation Commission Regarding the Revised Investment Policy"; and 2) Adopt the revised annual Investment Policy. BACKGROUND INFORMATION: Section XIV of the Investment Policy requires an annual investment policy review and specifically states that the "Chief Financial Officer shall annually render to the Board a statement of investment policy, which the Board must consider at a public meeting. Any changes to the policy shall also be considered by the Board at a public meeting." Based on a review of the Investment Policy approved by the Commission in April 2016, and consideration of changes to the California Government Code as of January 1, 2017, staff determined that no changes were necessary. However, a few minor changes were made for consistency purposes. Staff consulted with the Commission's bond portfolio and operating portfolio investment managers and financial advisor, as well as the County Treasurer's Office, in order to determine an appropriate level of changes primarily affecting the Commission's operating portfolio while adhering to the investment objectives, in priority order, of safety, liquidity, and return on investment. Attachments: 1) Resolution No. 17-017 2) Investment Policy (draft) Agenda Item 8F 92 ATTACHMENT 1 RESOLUTION NO. 17-017 RESOLUTION OF THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION REGARDING THE REVISED INVESTMENT POLICY WHEREAS, the Riverside County Transportation Commission (the "Commission") currently retains the authority to add, delete or otherwise modify the Commission's policies and procedures. NOW, THEREFORE, the Riverside County Transportation Commission does hereby resolve as follows: Section 1. The Riverside County Transportation Commission hereby adopts the Investment Policy, as revised on December 13, 2017, and attached as Exhibit A. APPROVED AND ADOPTED this 13th day of December, 2017. John F. Tavaglione, Chairman Riverside County Transportation Commission ATTEST: Tara Byerly Deputy Clerk of the Board 93 ATTACHMENT 2 Riverside [aunty Transpartniian Commission INVESTMENT POLICY I. Introduction The purpose of this document is to identify policies and procedures that enhance opportunities for a prudent investment program and to organize and formalize investment -related activities. II. Scope It is intended that this Policy cover all funds (except retirement funds) and investment activities under the direction of the Commission. Investment activities may be classified between operating and bond/debt portfolios. III. Delegation of Authority Pursuant to the Commission's Administrative Code, the Board's management responsibility for the investment program is hereby delegated for a one-year period to the Executive Director who shall monitor and review all investments for consistency with this investment policy. Subject to review, the Board may renew the delegation of authority pursuant to this section each year. The Executive Director may delegate these duties to his designee ("Chief Financial Officer"). The Commission may delegate its investment decision making and execution authority to an investment advisor. The advisor shall follow this Policy and such other written instructions as are provided. IV. Prudence All persons authorized to make investment decisions on behalf of the Commission are subject to the prudent investor standard. Investments shall be made with care, skill, prudence and diligence under circumstances then prevailing, including, but not limited to, the general economic conditions and the anticipated needs of the Commission that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims, to safeguard the principal and maintain the liquidity needs of the Commission. Authorized individuals acting in accordance with this Policy and written procedures and exercising due diligence shall be relieved of personal responsibility for an individual security's credit risk or market price changes, provided deviations from expectations are reported in a timely fashion. Revised April 13, 2016December 13, 2017 94 V. Objective The Commission's primary investment objectives, in priority order, shall be: 1. Safety. Safety of principal is the foremost objective of the investment program. Investments of the Commission shall be undertaken in a manner that seeks to ensure preservation of capital in the portfolio. 2. Liquidity. The investment portfolio of the Commission will remain sufficiently liquid to enable the Commission to meet its cash flow requirements. 3. Return on Investment. The investment portfolio of the Commission shall be designed with the objective of maximizing return on its investments, but only after ensuring safety and liquidity. The Commission may from time to time sell securities that it owns in order to better reposition its portfolio assets in accordance with updated cash flow schedules, yield opportunities existing between market sectors, or simply market timing. VI. Investments California Government Code Section 53601 governs the investments permitted for purchase by the Commission. Within the investments permitted by Code, the Commission seeks to further restrict eligible investments to the investments listed in Section V1.1 below. Percentage limitations, where indicated, apply at the time of purchase. Percentage holdings with any one non-U.S. Government issuer or non -Federal Agency issuer are further restricted to a maximum of 10% (direct and indirect commitments), except as otherwise noted. Rating requirements where indicated, apply at the time of purchase. In the event a security held by the Commission is subject to a rating change that brings it below the minimum specified rating requirement, the Chief Financial Officer shall be authorized to act immediately and to notify the Board of any actions taken in regards to the security. The course of action to be followed will then be decided on a case -by -case basis, considering such factors as the reason for the rate drop, prognosis for recovery or further rate drops, and the market price of the security. 1. Eligible Investments A. U.S. Government Issues. United States Treasury notes, bonds, bills, or certificates of indebtedness, or those for which the faith and credit of the United States are pledged for the payment of principal and interest. Revised April 13, 2016December 13, 2017 95 B. Federal Agency Securities. Federal agency or United States government -sponsored enterprise obligations, participations, or other instruments, including those issued by or fully guaranteed as to principal and interest by federal agencies or United States government -sponsored enterprises. C. Municipal Bonds. Registered treasury notes or bonds of any of the other 49 United States, in addition to California, payable solely out of the revenues from a revenue -producing property owned, controlled, or operated by a state or by a department, board, agency or authority of any of the other 49 United States, in addition to California. Such securities must have a maximum maturity of five (5) years and ratings from at least one Nationally Recognized Statistical Rating Organization (NRSRO) as follows: at least "Aa3/AA-/or AA-" which denotes "Aa3" by Moody's Investors Service (Moody's), or "AA-" by Standard & Poor's (S&P), or "AA-" by Fitch Ratings (Fitch); or as otherwise approved by the Commission. Registered general obligation treasury notes or bonds of any of the 50 United States. Such securities must have a maximum maturity of five (5) years and ratings from at least one NRSRO as follows: at least "Aa3/AA-/or AA-" or as otherwise approved by the Commission. Taxable or tax-exempt bonds, notes, warrants, or other evidences of indebtedness of any local agency within the State of California with a maximum maturity of five (5) years and ratings from at least one NRSRO as follows: at least "Aa3/AA-/or AA-" (the minimum rating shall apply to the local agency, irrespective of any credit enhancement), including bonds, notes, warrants, or other evidences of indebtedness payable solely out of the revenues from a revenue - producing property owned, controlled, or operated by either the local agency, a department, board, agency, or authority of the local agency, or of any local agency within this state. Investments in municipal bonds are further limited to 25% of surplus funds. D. Tri-Party Repurchase Agreements. Tri-party repurchase agreements are to be used solely as short-term investments not to exceed 30 days. The Commission may enter into tri-party repurchase agreements with primary government securities dealers rated "A" or better by two NRSROs. Counterparties should also have (i) a short-term credit rating of at least P-1/A-1/ or F-1; (ii) minimum assets and capital size of $25 billion in assets and $350 million in Revised April 13, 2016December 13, 2017 96 capital; (iii) five years of acceptable audited financial results; and (iv) a strong reputation among market participants. The following collateral restrictions will be observed: Only U.S. Treasury securities or Federal Agency securities, as described in V.1 A and B, will be acceptable collateral. All securities underlying tri- party repurchase agreements must be delivered to the Commission's custodian or fiscal agent bank versus payment or be handled under a properly executed tri-party repurchase agreement. The total market value of all collateral for each tri-party repurchase agreement must equal or exceed 102 percent %of the total dollar value of the money invested by the Commission for the term of the investment. For any tri-party repurchase agreement with a term of more than one day, the value of the underlying securities must be reviewed on an on -going basis according to market conditions. Market value must be calculated each time there is a substitution of collateral. The Commission or its trustee shall have a perfected first security interest under the Uniform Commercial Code in all securities subject to tri-party repurchase agreement. The Commission shall have properly executed a PSA agreement with each counterparty with which it enters into tri-party repurchase agreements. E. U.S. Corporate Debt. Medium -term notes, defined as all corporate and depository institution securities with a maximum remaining maturity of five (5) years or less, issued by corporations organized and operating within the United States or depository institutions licensed by the United States or any state and operating within the United States. Eligible investment shall be rated "Aa3/AA-/or AA-" or better by at least one NRSRO. Investments in U.S. Corporate Debt are further limited to 25% of surplus funds. F. Commercial Paper. Commercial paper rated in the highest category by one or more nationally recognized statistical rating organization (NRSRO). The entity that issues the commercial paper shall meet all of the following conditions in either paragraph (1) or paragraph (2): (1) The entity meets the following criteria: (A) Is organized and operating in the United States as a general corporation. (B) Has total assets in excess of five hundred million dollars ($500,000,000). (C) Has debt other than commercial paper, if any, that is rated "A" or higher by at least one NRSRO. (2) The entity meets the following criteria: (A) Is organized within the United States as a special purpose corporation, trust, or limited liability company. (B) Has program -wide credit enhancements, Revised April 13, 2016December 13, 2017 97 including, but not limited to, over collateralization, letters of credit, or surety bond. (C) Has commercial paper that is rated at least "P-1/A-1/or F-1 ", or the equivalent, by at least one NRSRO. Purchases of eligible commercial paper may not exceed 270 days maturity nor represent more than 10 percent% of the outstanding paper of an issuing corporation. Investments in commercial paper are limited to a maximum of 25% of surplus funds. G. Banker's Acceptances. Banker's acceptances issued by domestic or foreign banks, which are eligible for purchase by the Federal Reserve System. Purchases of banker's acceptances may not exceed 180 days maturity. Eligible banker's acceptances are restricted to issuing financial institutions with short-term paper rated in the highest category by one or more nationally recognized rating service. Investments in banker's acceptances are further limited to 40% of surplus funds with no more than 30% of surplus invested in the banker's acceptances of any one commercial bank. H. Money Market Mutual Funds. Shares of beneficial interest issued by diversified management companies that are money market funds registered with the Securities and Exchange Commission under the Investment Company Act of 1940 (15 U.S.C. Sec. 80a-1, et seq.) and that invest solely in U.S. treasuries, obligations of the U.S. Treasury, and repurchase agreements relating to such treasury obligations. The Commission may invest in shares of beneficial interest issued by accompany shall have met either of the following criteria: (1) Attained the highest ranking or the highest letter and numerical rating provided by not less than two nationally recognized rating services. (2) Retained an investment adviser registered or exempt from registration with the Securities and Exchange Commission with not less than five years' experience managing money market mutual funds with assets under management in excess of five hundred million dollars ($500,000,000). The purchase price of shares of beneficial interest purchased pursuant to this subdivision shall not include any commission that the companies may charge. Investments in Money Market Mutual Funds are further limited to 20% of surplus funds. I. Riverside County Pooled Investment Fund ("RCPIF"). The Commission may invest in the Riverside County Pooled Investment Fund. As on -going due diligence, the Chief Financial Officer shall obtain the information listed below: Revised April 13, 2016December 13, 2017 98 " A description of eligible investment securities and a written statement of investment policy. " A description of the interest calculation, the frequency of interest distributions, and the treatment of gains and losses in the portfolio. " A description of how often the securities are priced, how the securities are safeguarded, and the audit arrangements. " A description of who may invest in the program, how often they may invest, and what size deposits and withdrawals are allowed. " A schedule for receiving statements and portfolio listings. " A fee schedule, and when and how fees are assessed. " The composition of the investment fund for each reporting period. J. State of California Local Agency Investment Fund ("LAIF"). The Commission may invest in LAIF. As on -going due diligence, the Chief Financial Officer shall obtain the information listed below: " A description of eligible investment securities and a written statement of investment policy. " A description of the interest calculation, the frequency of interest distributions, and the treatment of gains and losses in the portfolio. " A description of how often the securities are priced, how the securities are safeguarded, and the audit arrangements. " A description of who may invest in the program, how often they may invest, and what size deposits and withdrawals are allowed. " A schedule for receiving statements and portfolio listings. " A fee schedule, and when and how fees are assessed. " The composition of the investment fund for each reporting period. K. Certificates of Deposit. Negotiable Certificates of Deposit (NCD's): NCDs are money market instruments issued by a bank. They specify that a sum of money has been deposited, payable with interest to the bearer of the certificates on a certain date. NCDs are issued by nationally or state chartered bank or state or federal savings and loan association. All purchases must be from institutions rated the highest letter and number rating (e.g., P-1/A-1/or F-1) as provided for by at least one NRSRO, as designated by the U.S. Securities and Exchange Commission. The maturity of NCDs shall not exceed 180 days to maturity, and purchases of NCDs shall not exceed 30% of the Commission's investment portfolio. NCDs shall be evaluated in terms of the credit Revised April 13, 2016December 13, 2017 99 worthiness of the issuing institution, as these deposits are uninsured and uncollateralized promissory notes. FDIC -insured Certificates of Deposit: The principal amount of the investment must be federally insured through the Federal Deposit Insurance Corporation (FDIC). No more than the prevailing FDIC insured coverage amount may be invested with any one deposit. Certificates of Deposit placed through the Certificate of Deposit Account Registry Service (CDARS) shall be considered fully insured, assuming that the total amount invested with any participating bank is limited to the prevailing FDIC insured coverage amount. Interest on the principal must be paid to the Commission at least annually. The placement of Certificates of Deposit with local banks that qualify in accordance with Government Code section 53601(h) is encouraged. The Commission, at its discretion, may invest a portion of its surplus funds in certificates of deposit at a commercial bank, savings bank, savings and loan association, or credit union using a private sector entity to assist in the placement of such certificates, provided that it complies with Government Code Section 53601.8. Such investments may not exceed in total 20% of the Commission's funds invested pursuant to Government Code Sections 53601.8, 53635.8 and 53601, and shall have a maximum maturity of one (1) year from the date of the deposit. Collateralized Certificates of Deposit: For investments exceeding $100,000, there will be a waiver of collateral for the first $100,000 deposited and protected by FDIC insurance. The remainder of the deposit shall be fully collateralized by U.S. Treasury and Federal Agency securities having maturities less than five years. The District must receive written confirmation that these securities have been pledged in repayment of the time deposit. The securities pledged as collateral must have a current market value greater than the dollar amount of the deposit in keeping with the ratio requirements specified in Section 53652 of the Government Code. Additionally, a statement of the collateral shall be provided to the Commission on a monthly basis. Such investments may not exceed in total 15% of the Commission's funds invested pursuant to Government Code Sections 53601.8, 53635.8 and 53601, and shall have a maximum maturity of one (1) year from the date of the deposit. L. Time Deposits. Federal Deposit Insurance Corporation insured money market savings accounts or time deposits which are deposited through depository institutions which are participants of the Money Market Insured Deposit Account Service ("MMIDAS"). Revised April 13, 2016December 13, 2017 100 M. Mortgage and Asset -backed Securities. Any mortgage pass - through security, collateralized mortgage obligation, mortgage - backed or other pay -through bond, equipment lease -backed certificate, consumer receivable -backed bond of a maximum maturity of five (5) years. Securities eligible for investment under this subdivision shall be issued by an issuer and rated at least "A3/A-/or A-" for the issuer's debt as provided by at least one NRSRO and rated in the rating category of "AAA" or its equivalent (excluding U.S. Government/Agency-backed structured products which will be permitted with their prevailing ratings even if those ratings are below the rating category of "AAA") by at least one NRSRO. Purchase of these securities may not exceed 10% of the Commission's operating investment portfolio. 2. Eligible Investments for Bond Proceeds Bond proceeds shall be invested in securities permitted by the applicable bond documents. If the bond documents are silent as to permitted investments, bond proceeds will be invested in securities permitted by this Policy. With respect to maximum maturities, the Policy authorizes investing bond reserve fund proceeds beyond the five (5) years if prudent in the opinion of the Chief Financial Officer. 3. Ineligible Investments As provided in California Government Code Section 53601.6, the Commission shall not invest any funds in inverse floaters, range notes, mortgage derived interest -only strips or in any security that could result in zero interest accrual if held to maturity. The purchase of any security not listed in Section V1.1 above, but permitted by the California Government Code, is prohibited unless the Board approves the investment either specifically or as a part of an investment program approved by the Board. Revised April 13, 2016December 13, 2017 101 1 VII. Maximum Maturities Maturities of investments will be selected to provide necessary liquidity, minimize interest rate risk, and maximize earnings. Current and expected yield curve analysis will be monitored and the portfolio will be invested accordingly. Because of inherent difficulties in accurately forecasting cash flow requirements, a portion of the portfolio should be continuously invested in readily available funds. Where this Policy does not specify a maximum remaining maturity at the time of the investment, no investment shall be made in any security, other than a security underlying a repurchase or reverse repurchase agreement authorized by this section, that at the time of the investment has a term remaining to maturity in excess of five (5) years. VIII. Performance Standards The Chief Financial Officer shall continually monitor and evaluate the portfolio's performance. IX. Reporting The Chief Financial Officer shall prepare and provide to the Board and the Executive Director, within 30 60 days following the end of the quarter, a portfolio report, which includes the following information: • Type of investment • Name of issuer • Date of maturity • Date of purchase • Par value • Original purchase cost • Call date (if applicable) • Current market value of securities • Unrealized market value gain/loss • Coupon rate, if applicable • Yield to maturity • Credit quality, as determined by one or more NRSROs, of each investment • Average duration of portfolio • Listing of all investment transactions during the quarter • A statement that the portfolio complies with the investment policy, or the manner in which the portfolio is not in compliance • A statement denoting the ability of the Commission to meet its liquidity requirements for the next six months, or provide an explanation as to why sufficient money shall, or may not be, available. Revised April 13, 2016December 13, 2017 102 X. Investment Procedures The Chief Financial Officer, as the Board's designee, is responsible for ensuring compliance with the Commission's investment policies and establishing written procedures and internal controls for the operation of the investment program. No person may engage in investment transactions except as provided under the terms of this Policy and the written procedures established by the Chief Financial Officer. The written procedures should address: delegation of authority to subordinate staff members, control of collusion, separation of transaction authority from accounting and record keeping, written confirmations of transactions, reconciliation of custody statements, and wire transfer procedures and agreements. An independent analysis by an external auditor shall be conducted annually to review internal control, account activity, and compliance with policies and procedures. XI. Authorized Broker Dealers and Financial Institutions The Chief Financial Officer shall maintain a list of authorized broker/dealers and financial institutions which are approved for investment purposes. It shall be the Commission's policy to purchase securities only from those authorized institutions and firms. Separate lists shall be maintained for broker/dealers and financial institutions approved for repurchase agreements and those approved for the purchase of other securities. If an investment advisor is used, they may use their own list of approved broker/dealers and financial institutions for investment purposes. To be eligible, a firm must meet the following minimum criteria: (i) an institution licensed by the state as a broker -dealer, or from a member of a federally regulated securities exchange, from a national or state -chartered bank, from a federal or state association or from a brokerage firm designated as a primary government dealer by the Federal Reserve bank; and (ii) all broker/dealer firms and individuals must be properly registered with the NASD and/or SEC to transact business in the relevant geographic locations and product sectors. In addition, counterparties for Repurchase Agreements shall be limited to primary government securities dealers rated "A" or better by two NRSROs. Counterparties shall also have (i) a short-term credit rating of at least P-1/A-1/or F-1; (ii) minimum assets and capital size of $25 billion in assets and $350 million in capital; (iii) five years of acceptable audited financial results; and (iv) a strong reputation among market participants. The Chief Financial Officer shall select broker/dealers and other financial institutions on the basis of the firm's expertise and credit worthiness. The Commission shall annually send a copy of the current investment policy to all dealers approved to do business with the Commission. Each broker/dealer or financial institution that has been authorized by the Commission shall be required to submit and annually update a Broker/Dealer Questionnaire which includes the firm's most recent financial statements. The Chief Financial Officer shall maintain Revised April 13, 2016December 13, 2017 103 a file for each firm approved for investment purposes, which includes the most recent Broker/Dealer Questionnaire. XII. Safekeeping and Custody To protect the Commission's assets, all securities owned by the Commission shall be held in safekeeping in the Commission's name by a third party bank trust department, acting as agent for the Commission under the terms of a custody agreement executed by the bank and the Commission. All securities will be received and delivered using standard delivery versus payment (DVP) procedures; the Commission's safekeeping agent will only release payment for a security after the security has been properly delivered. Physical delivery securities shall be avoided whenever possible, as book entry securities are much easier to transfer and account for since actual delivery of a document never takes place. In addition, delivered securities must be properly safeguarded against loss or destruction. The potential for fraud and loss increases with physically delivered securities. XIII. Ethics and Conflicts of Interest The Commission adopts the following policy concerning conflicts of interest: 1. Officers and employees involved in the investment process shall refrain from personal business activity that could conflict with proper execution of the investment program or which could impair their ability to make impartial investment decisions. 2. Officers and employees involved in the investment process shall disclose any material financial interest in any financial institution that conducts business with the Commission, and they shall further disclose any large personal financial/investment positions that could be related to the performance of the Commission's portfolio. 3. Officers shall refrain from undertaking personal investment transactions with the same individual with whom business is conducted on behalf of the Commission. XIV. Investment Policy Review The Chief Financial Officer shall annually render to the Board a statement of investment policy, which the Board must consider at a public meeting. Any changes to the policy shall also be considered by the Board at a public meeting. Revised April 13, 2016December 13, 2017 104 AGENDA ITEM 8G RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: December 13, 2017 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Matthew Wallace, Procurement Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Revisions to the Procurement Policy Manual BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve the revised Riverside County Transportation Commission Procurement Policy Manual (PPM) for the procurement and contracting activities undertaken by the Commission, pursuant to legal counsel review as to conformance to state and federal law; and 2) Adopt Resolution No. 17-016, "Resolution of the Riverside County Transportation Commission Regarding the Revised Procurement Policy Manual". BACKGROUND INFORMATION: The Commission's initial PPM was adopted in April 2007, in response to the Federal Transit Administration's (FTA) 2006 Triennial Review. Since then, the Commission adopted a comprehensive PPM in July 2012 and approved several revisions to the PPM through September 2015 to update and comply with FTA, Federal Highway Administration, Caltrans, other state and federal, and Commission regulations. Staff updated the PPM as a result of the following: • Caltrans' Incurred Cost Audit completed October 2017; • Additional changes to the Office of Management and Budget's issuance of the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards; and • Other best practices. The significant changes in the PPM consisted of: • Chapter 1 Procurement Process revisions related to contract administration, task order award procedures, and deletion of national government purchasing cooperatives and agencies; Agenda Item 8G 105 " Chapter 2 Procurement Generally revisions related to micro -purchase and small purchase authority, Executive Director's single signature authority, and procurement officer and Commission staff duties; " Chapter 4 Alternate Delivery Contracts revisions to reflect additional capital project delivery methods available to the Commission per state legislation; " Cha oter 5 Competitively Negotiated Procurements revision related to rejection of proposals; and " Chapter 8 References to Applicable Laws/Regulations updates. Staff recommends approval of these revisions and to adopt Resolution No. 17-016 related to the revised PPM. Attachments: 1) Riverside County Transportation Commission Procurement Policy Manual (Revision No. 3) 2) Resolution No. 17-016 Agenda Item 8G 106 ATTACHMENT 1 MN Riverside County Transportation Commission Procurement Policy Manual (December 13, 2017) Riverside County Transportation Commission CHAPTER 1- PROCUREMENT PROCESS 1 1.0 PURPOSE AND SCOPE 1 2.0 PROCUREMENT POLICY STATEMENT 1 3.0 PROCUREMENT STANDARDS 1 4.0 TYPES OF CONTRACTS 6 5.0 OPTIONS 10 6.0 COOPERATIVE AGREEMENTS 12 7.0 RECURRING CONTRACTS 13 CHAPTER 2 - PROCUREMENT GENERALLY 15 1.0 IMPLEMENTATION BY EXECUTIVE DIRECTOR; COMMISSION CONTROLS AND LIMITATIONS 15 2.0 PROCUREMENT OFFICERDESIGNATION AND DELEGATION 17 3.0 PROCUREMENT OFFICER -DUTIES 17 4.0 IMPLEMENTATION OF PROCUREMENT PROCEDURES AND GUIDELINES 18 5.0 AUTHORIZED METHODS OF PROCUREMENT; SELECTION 18 6.0 INDEPENDENT COST ESTIMATE 19 7.0 COST/PRICE ANALYSIS 20 8.0 VENDOR CONTACTS PRIOR TO ISSUANCE OF A SOLICITATION 20 9.0 ADVERTISING/PUBLICIZING PROCUREMENTS 20 10.0 NON-DISCRIMINATION IN PROCUREMENT 21 11.0 ORGANIZATIONAL CONFLICTS OF INTEREST 21 12.0 DUTIES OF COMMISSION STAFF REGARDING PROCUREMENTS 21 13.0 INSURANCE 24 14.0 SUBCONTRACTING 25 15.0. DETERMINATION OF FAIR AND REASONABLE PRICE 25 16.0 CONTRACT APPROVAL, AWARD, AND EXECUTION 26 17.0 PROTEST PROCEDURES 27 18.0 PUBLIC RECORDS REQUESTS 28 CHAPTER 3 - COMPETITIVE SEALED BIDS ("LOW BID") 29 CHAPTER 4 - ALTERNATE DELIVERY CONTRACTS 1.0 PURPOSE 32 2.0 PROCEDURES FOR DESIGN -BUILD CONTRACTS 33 CHAPTER 5 - COMPETITIVELY NEGOTIATED PROCUREMENTS 34 1.0 NEGOTIATED PROCUREMENTS -GENERAL 34 2.0 SOURCE SELECTION TECHNIQUES 34 3.0 PROPOSAL EVALUATION 35 4.0 REJECTION OF PROPOSALS 36 5.0 NEGOTIATION; SELECTION 36 6.0 SPECIAL PROVISIONS APPLICABLE TO ARCHITECT -ENGINEER AND RELATED SERVICES 36 Procurement Policy i Manual December September 201 Th Revision: 322 108 Riverside County Transportation Commission CHAPTER 6 - SIMPLIFIED PURCHASE PROCEDURES 38 1.0 GENERAL 38 2.0 REQUIREMENTS FOR MICROPURCHASES 38 3.0 USE OF SMALL PURCHASE PROCEDURES 38 4.0 PROHIBITED USE OF SMALL PURCHASE PROCEDURES 39 CHAPTER 7 - NON-COMPETITIVE AND EMERGENCY PROCUREMENTS AND REMEDIAL MEASURES 40 1.0 NON-COMPETITIVE PROCUREMENTS 40 2.0 EMERGENCY PROCUREMENTS; REMEDIAL MEASURES 41 3.0 WRITTEN JUSTIFICATION FOR EMERGENCY AND OTHER NON- COMPETITIVE PROCUREMENTS 42 CHAPTER 8 - REFERENCES TO APPLICABLE LAWS /REGULATIONS 44 1.0 GENERAL 44 2.0 REFERENCES 44 3.0 FTA/FHWA-FUNDED PROCUREMENT BY NON-COMPETITIVE (SOLE SOURCE) PROPOSALS 47 4.0 DISADVANTAGED BUSINESS ENTERPRISE AND OTHER REQUIREMENTS48 5.0 GEOGRAPHICAL PREFERENCES 49 6.0 REVENUE CONTRACTS 49 7.0 STATUTORY AND REGULATORY REQUIREMENTS 49 CHAPTER 9 - DISPOSAL OF SURPLUS PROPERTY 52 1.0 DEFINITIONS 52 2.0 DISPOSAL OF SURPLUS REAL PROPERTY 52 3.0 DISPOSAL OF PERSONAL PROPERTY 52 CHAPTER 10 - OTHER PROCUREMENT MATTERS 53 1.0 DISPUTES, CLAIMS, AND CHANGESDEFINITIONS 53 2.0 DISPUTES, CLAIMS, AND CHANGES -GENERAL 53 3.0 TERMINATION 53 4.0 BONDS, OTHER SECURITIES AND INSURANCE 55 5.0 CONTRACT CLOSEOUT 56 CHAPTER 11- PAYMENT 57 1.0 COMMISSION PAYMENT PROCESS 57 2.0 PROGRESS PAYMENTS 57 3.0 PROMPT PAYMENT TO SUBCONTRACTORS -FEDERALLY FUNDED AGREEMENTS 58 4.0 PAYMENT OF RETENTION ON PUBLIC WORKS CONTRACTS 58 5.0 REQUEST FOR PAYMENT CERTIFICATION 58 Procurement Policy ii Manual December September 201 Th Revision: 322 109 CHAPTER 1- PROCUREMENT PROCESS 1.0 PURPOSE AND SCOPE A. The Riverside County Transportation Commission (hereinafter "RCTC" or "Commission") procures goods and services using public funds. It has a responsibility to uphold the public trust and maximize the value of public funds by using them as efficiently and cost-effectively as possible. B. This Procurement Policy Manual (Manual) sets forth a general procurement policy and set of standards that will govern the conduct of Commission procurement activities and of Commission personnel engaged in those activities. The policies contained herein are advisory, not mandatory, and any deviation therefrom shall not render any contract of the Commission void or voidable. This manual is for Commission internal purposes only and shall not create any rights in any third parties. C. This Manual is intended to supersede, in its entirety, the Commission's Procurement Policies Manual which was adopted on September 9, 2015.April 11, 2007, and Resolution No. 98 013, adopted December 9, 1998, entitled Resolution of the Riverside County Transportation Commission Authorizing the Executive Director to Sign Certain Commission Contracts. 2.0 PROCUREMENT POLICY STATEMENT A. The Commission procurement policies establish the guidelines and policies for procuring the goods and services necessary for the Commission to carry out its responsibilities and duties. The policies are intended to maintain the integrity of the Commission's procurement process, while ensuring that purchases are made in a cost effective, timely manner; with fair and open competition; and in accordance with all applicable laws and regulations. B. The objectives of the Commission's Procurement Policy Manual are to: 1. Maximize the value received for the Commission's expenditure of public funds; 2. Protect assets and/or services purchased with public funds and ensure their application in the Commission's interests; 3. Provide all vendors an equal opportunity to provide needed goods and/or services; and 4. Protect the integrity and reputation of the Commission, its officers, and its employees. 5. Ensure compliance with state and federal funding requirements, as applicable. 3.0 PROCUREMENT STANDARDS A. General Procurement Policy 1 Manual December September 201 Th Revision: 322 110 1. Contract Administration System. The Commission will maintain a contract administration system that helps ensure that contractors perform in accordance with the terms, conditions, and specifications of their respective contracts. a. Contract administration activities may include the following: i. Receive, evaluate, and act on value engineering and other change proposals. ii. Negotiate cost and schedule impact related to change orders and other contract modifications. Process disputes under the contract's disputes clause. iv. Review and approve payments under any progress payments clause. v. Ensure that invoiced personnel charges are for positions and classifications included in the contract. If new positions or classifications are required, they must be included pursuant to a written contract amendment dated prior to the date costs are incurred. vi. Ensure that hourly rates and other costs are billed at the contracted rates. The contracted rates may not be changed, except in accordance with the terms of the contract, or as legally allowed based on specific findings approved by the Commission members. Monitor progress and ensure timely notification of anticipated overrun. Monitor financial status and advise if contract performance is jeopardized. Issue task orders and ensure that the basis for payment set forth in any task order is consistent with the terms of the contract and the hourly rates included in the contract, as applicable. max. Perform property administration. Ensure contractor compliance with quality assurance requirements. Evaluate, for adequacy, the contractor's engineering efforts and management systems that relate to design, development, production and testing. Evaluate and make recommendations on contractor requests for waivers and deviations. ii.xiv. Monitor contractor's small and disadvantaged business subcontracting. .xv. Ensure timely submission of required reports. Procurement Policy 2 Manual December September 201 Th Revision: 322 111 " .xvi. Administer special clauses such as drug and alcohol testing. .xvii. Receive, inspect, and accept or reject partial deliveries and final deliveries of all contract deliverables. i.xviii. Assist in contract close out. b. The administration of construction contracts may be further supplemented by the Caltrans Construction Manual or other manual developed for a specific project, as required. 2. Avoid Duplicative Purchases. Commission staff should regularly review proposed and planned procurements to avoid purchase of unnecessary or duplicative items. 3. Lease vs. Purchase Analysis. Where appropriate, an analysis should be made of lease versus purchase alternatives and any other appropriate analysis to determine the most economical procurement approach. 4. Value Engineering. When appropriate and in the Commission's best interests, the Commission will encourage the use of value engineering by including applicable clauses in contracts for appropriate equipment purchases and construction projects. 5. Award to Responsive and Responsible Contractors. The Commission will make awards only to responsive and responsible contractors, as determined by the Commission, possessing the ability to perform successfully under the terms and conditions of a proposed contract. Consideration will be given to such matters as contractor integrity, compliance with public policy as implemented by applicable laws and regulations, record of past performance, and financial and technical resources. a. In connection with the responsibility determination for federally funded procurements, a check of debarment and suspension must be performed and documented in the procurement records. 6. Commission Rejection of Bids, Quotes, and/or Proposals. The Commission, to the extent permitted by applicable laws, may reject any and all bids, quotes and/or proposals and re -advertise at its sole discretion. The Commission should ensure that such rights are clearly stated in all Commission bid documents. 7. Procurement Records. Records sufficient to document the significant history of each procurement activity should be maintained and retained by the Commission in accordance with the Commission's records retention policy. At a minimum, these records should include: a. The rationale for the method of procurement; b. Selection of contract type; c. Reasons for contractor selection or rejection; and d. The basis for the contract price. Procurement Policy 3 Manual December September 201 Th Revision: 322 112 8. Specifications. The Commission will have clear and accurate contract specifications or statements of work that identify all requirements that offerors must fulfill. Additionally, written selection procedures for formal procurements shall be prepared to help ensure fair, unbiased evaluation of competing proposals. a. For federally Federal Transit Administration (FTA) funded procurements, the Commission is prohibited from unduly restricting competition or placing unreasonable requirements on firms in order for them to qualify to do business (e.g., unnecessary experience and excessive bonding requirements). 9. Brand Name or Equal. The use of "brand name or equal" purchase descriptions may be permitted: a. Only when an adequate specification cannot be provided without performing an inspection and analysis in time for the acquisition under consideration; and b. When minimum needs are carefully identified and those salient physical and functional characteristics of the brand name product are clearly set forth in the solicitation. c. For non -federally funded procurements, as otherwise permitted by state law. This section is not intended to impose limitations on the Commission's ability to require a brand name when the procurement is not federally funded and is not a "public work" subject to the requirements contained in the California Public Utilities Code (PUC). 10. Audit Provisions. Every Commission contract wherein contractor or other entity is receiving Commission funds in excess of $10,000 should include a provision allowing examination and audit of records related to the contract by the Commission's auditor for a period of three years after final payment under the terms of the contract. 11. Violations or Breach of Contract. All contracts exceeding $100,000 should include administrative, contractual, or legal remedies for violations or breach of the contract by the contractor. 12. Termination Clause. All contracts in excess of $25,000, and public works contracts in excess of $2,000, should provide for the termination of the contract for the Commission's convenience, and all contracts should provide for the termination of the contract for default in cases of contractor breach or non-performance. Federally funded contracts in excess of $10,000 must provide for both termination for convenience and cause. 13. Issues not Included in the Procurement Policy Manual. If a policy, procedure or particular strategy or practice is in the best interest of the Commission and is not specifically addressed, nor prohibited by statute or case law, users of this Manual should not assume it is prohibited. Rather, Procurement Policy 4 Manual December September 201 Th Revision: 322 113 the absence of direction should be interpreted as permitting the Executive Director to innovate and use sound business judgment that is otherwise consistent with law and within the limits of his or her authority. B. Written Standards of Conduct 1. Conflicts of Interest. All Commission members, officers, employees and other agents must conduct the procurement process so as to avoid conflicts of interest, real or apparent. To maintain full and open competition, no Commission member, officer, employee or other agent, or his or her immediate family member, partner, or organization that employs or is about to employ any of the foregoing individuals may participate in the selection, award, or administration of any Commission contract if a conflict of interest, prohibited by law, would be involved. For federallyFTA-funded contracts, the foregoing shall also apply when any of those individuals previously listed has a financial or other interest in the firm selected for award. In addition to the foregoing, all procurements must be conducted in accordance with the most current version of the "Conflict of Interest Code for the Riverside County Transportation Commission" adopted pursuant to the Political Reform Act of 1974 (as amended). 2. Lobbying and Gifts. Commission officers, employees, agents and Commission members must comply with applicable state and federal law regarding acceptance of gifts, gratuities, or favors from contractors, potential contractors, or parties to subcontractor agreements. For federallyFT4-funded procurements, Commission officers, employees, agents or Commission members may neither solicit nor accept gifts, gratuities, favors, or anything of monetary value from contractors, potential contractors, or parties to subcontracts; provided that exceptions may apply if, as determined by the Executive Director, the financial interest is not substantial or the gift is an unsolicited item of nominal intrinsic value. For federallyFTA-funded procurements, nominal value shall mean under fifty dollars ($50). 3. Violations. a. The violation of these Standards of Conduct by Commission employees will subject the violator to any disciplinary proceedings or action deemed appropriate by the Executive Director. Employees may correct a violation in any manner provided for under the Political Reform Act, and its implementing regulations. b. The violation of any of these Standards of Conduct by Commission members or officers will require correction of the violation in any manner provided for under the Political Reform Act, and its implementing regulations. c. Contractors or subcontractors that violate these Standards of Conduct as relates to an active federallyFT4 funded procurement may be prohibited Procurement Policy 5 Manual December September 201 Th Revision: 322 114 from bidding on the procurement, or may be subject to other action as deemed appropriate by the Executive Director. d. Agents of the Commission that violate these Standards of Conduct as relates to federallyF-TA funded procurements may be prohibited from participation on behalf of the Commission on federally funded projects, or subject to other action as deemed appropriate by the Executive Director. 4. Prohibited Communications. To avoid any appearance of impropriety, instructions to bidders in solicitation documents should prohibit contacts of any kind from proposers/bidders with any Commission member or any Commission staff, other than the Procurement Officer, during an open procurement. Violation of this condition may result in immediate disqualification of a bid or proposal. This provision is not meant to prohibit communications between Commission staff and existing consultants/contractors related to existing business which the consultant/contractor is under contract to perform on behalf of the Commission. 4.0 TYPES OF CONTRACTS A. General Provisions 1. The Procurement Officer should use the types of contracts described in this Chapter for most types of procurement, except as otherwise provided for certain small purchases described hereunder in Chapter 6. Innovative contracting arrangements are not prohibited, but require the advance approval of the Executive Director or the Commission, as specified herein. 2. The "cost -plus -percentage -of -cost" method of contracting shall not be used for state or federally funded contracts. 3. The Procurement Officer, in consultation with the project manager, should select the type of contract that is most appropriate to the circumstances of each procurement, in accordance with the provisions of this Chapter. 4. In procurements by other than competitive sealed bidding, the Procurement Officer may negotiate a contract type and price (or estimated cost and fee) that will result in reasonable contractor risk and provide the contractor with the greatest incentive for efficient and economical performance. B. Selecting Contract Types 1. The type of contract to be used should be determined prior to the solicitation, and the solicitation should inform bidders of the type of contract that will be used. 2. When procurement is by competitive sealed bidding, the Procurement Officer must use a firm fixed -price contract. 3. Except when procurement is by competitive sealed bidding as required by law, the Procurement Officer should select the most effective contract type Procurement Policy 6 Manual December September 201 Th Revision: 322 115 and should consider contract type together with the issues of price, risk, uncertainty, and responsibility for costs. The type of contract used should reflect the cost risk and responsibility assumed by the contractor or supplier. 4. The Procurement Officer should avoid the continued use of a cost reimbursement or time -and -materials contract after experience provides a basis for firmer pricing. 5. The Procurement Officer should include documentation in each contract file to show why the particular contract type was selected, except for purchase orders under the small purchase threshold. C. Fixed -Price Contracts 1. Fixed -price contracts may provide for a firm price or, in appropriate cases, an adjustable price. 2. Fixed -price contracts providing for an adjustable price may include a ceiling price, a target price (including target cost), or both. Unless otherwise specified in the contract, the ceiling price or target price will be subject to adjustment only by operation of contract clauses providing for equitable adjustment or other revision of the contract price under stated circumstances. 3. A firm -fixed -price contract should provide for a price that is not subject to any adjustment on the basis of the contractor's cost experience in performing the contract. 4. A firm -fixed -price contract should be used for acquiring commercial products or commercial -type products, or for acquiring other supplies or services, on the basis of reasonably definite functional or detailed specifications if the Procurement Officer can establish fair and reasonable prices at the outset, including the following circumstances: a. When there is adequate price competition; b. When there are reasonable price comparisons with prior purchases of the same or similar supplies or services made on a competitive basis; c. When available cost or pricing information permits realistic estimates of the probable costs of performance; d. When performance uncertainties can be identified and reasonable estimates of their cost impact can be made, and the contractor is willing to accept a firm -fixed -price contract; or e. When required by law unless a sole source exception applies. D. Cost Reimbursement/Cost-Plus-Fixed-Fee Contracts 1. Cost reimbursement contracts provide for payment of the contractor's reasonable, allocable and allowable incurred costs plus a negotiated fixed fee, to the extent prescribed in the underlying contract and Federal Acquisition Regulation (FAR) Part 31. Procurement Policy 7 Manual December September 20173 Revision: 322 116 2. A cost reimbursement contract establishes an estimate of total cost for the purpose of obligating funds and establishing a ceiling on expenditures that the contractor may not exceed without the approval of the Commission. 3. Cost reimbursement contracts are suitable for use when the uncertainties of performance do not permit costs to be estimated with sufficient accuracy to use a fixed -price contract. 4. The Commission must determine the adequacy of the contractor's accounting system for cost -type contracts before awarding such a contract. E. Time -And -Materials Contracts 1. A time -and -materials contract should be used only after the Procurement Officer determines: a. In writing, that no other type of contract is suitable; and b. A ceiling price to be included in the contract that the contractor shall not exceed except at its own risk. 2. A time -and -materials contract should be used only when it is not possible at the time of executing the contract to estimate accurately the extent or duration of the work or to anticipate costs with any reasonable degree of certainty or confidence. 3. A time -and -materials contract should include direct labor hours at specified fixed hourly rates that include wages, overhead, general and administrative expenses, profit, and materials required at cost. 4. The user department/project manager should ensure that there is adequate surveillance of contractor performance when a time -and -materials type contract is used. F. Labor -Hour Contracts 1. When materials are not required, the Procurement Officer may use a labor - hour contract, a variation of the time -and -materials contract. 2. The use of a labor -hour contract should be in accordance with the above - referenced provisions related to time -and -materials contracts. Procurement Policy 8 Manual December September 201 Th Revision: 322 117 G. Letter Contracts (Letter Of Intent Contracts) 1. A letter contract is an interim type of contractual agreement that gives the contractor a limited notice of award for the delivery of the required goods/supplies or the performance of services. 2. The Procurement Officer may use a letter contract when the Commission's interests demand that the contractor be given a binding commitment so that work can start immediately and executing a definitive contract is not possible in sufficient time to meet the requirement. Each letter contract should be as complete and definitive as possible under the circumstances and should include clauses approved and required by the Procurement Officer. 3. The estimated cost of the definitive contract should determine the type and level of review and approval required for approval of a letter contract. 4. A letter contract may not be entered into without competition except as provided for under Non -Competitive and/or Emergency Procurements provisions of this Manual. 5. A letter contract may not be amended to satisfy a new requirement unless the new requirement is inseparable from the existing contract. Any amendment should be subject to the same requirements as a new letter contract. 6. The total value of the letter contract should be the estimated sum necessary to cover the contractor's requirement for funds before execution of the definitive contract. However, the total value of a letter contract should not, under any circumstances, exceed fifty percent (50%) of the overall price ceiling for the term of the final negotiated (i.e., definitive) contract. 7. A letter contract should contain a negotiated schedule for execution of the definitive contract, including dates for submission of the contractor's price proposal, cost or pricing data (if required), a date for start of negotiations, and a target for execution of the definitive contract. 8. The letter contract should provide that if the Procurement Officer and the contractor cannot negotiate a definitive contract because of failure to reach agreement regarding price or fee: 1) the Procurement Officer may terminate the letter contract; or 2) if a "contract definitization" clause is included in the letter contract, the Commission may unilaterally require the contractor to continue the work and the Procurement Officer may, with the approval of the Executive Director, determine a reasonable price or fee. H. Multiple Year Contracts Multiple year contracts may be used with competitive sealed bids, competitive proposals, or by non-competitive procurement. The contract term, and any extensions thereof, shall be established based on sound business judgment of the Commission. Multiple year contracting is a method by which the Commission awards a contract for a base period of one or more years, with option provisions for Procurement Policy 9 Manual December September 201 Th Revision: 322 118 future years' requirements. The option provision in the contract should provide for unilateral exercise at the discretion of the user department/project manager, as additional requirements and funding become available. See below under Section 5.0 of this Chapter for further information regarding Options. For federally€T-A-funded procurements, the procurement file shall document the rationale for determining the term. Considerations should include the time necessary to accomplish the purpose of the contract, competition, pricing, and fairness. I. Indefinite Delivery/Indefinite Quantity (ID/IQ) Contracts 1. The Procurement Officer may use an ID/IQ type of contract when the Commission anticipates a recurring requirement, but cannot predetermine the precise quantities of supplies or services at the time of contract award. 2. ID/IQ contracts should specify maximum or minimum estimated quantities that the Commission may require during the term of the agreement. An ID/IQ contract should make no promise of exclusivity and may in fact be one of several (multiple) contracts awarded for the same item or service. 3. There are several types of ID/IQ contracts, including: a. Definite -quantity contracts b. Requirements contracts c. Indefinite quantity (IQ) contracts (commodities) d. Task order contracts (services) 4. If possible under the circumstances, the Procurement Officer should ensure that original solicitation and resultant ID/IQ contract contain both a minimum and a maximum quantities, which represent the reasonably foreseeable needs of the parties to the solicitation, and a clause stating that the estimate is not a representation to a bidder, offeror, or consultant that the estimated quantity or dollar amount above the estimated minimum will actually be required or ordered by the Commission. 4.5. For task orders contracts, the procurement documents and executed contracts must specify the procedures to be used in awarding task orders. Such procedures must comply with state and federal regulations, as applicable. 5.0 OPTIONS A. General 1. When it is in the best interest of the Commission, a contract option may be included providing the Commission the unilateral right to extend the term of the contract and/or to purchase additional supplies or services called for by the contract. 2. Any written findings required for a contract option shall specify both the base requirement(s) and the increase permitted by subsequent options. Procurement Policy 10 Manual December September 201 Th Revision: 322 119 Contract provisions setting forth the cost of the option may include, but are not limited to, the following: a. A specific dollar amount; b. An amount to be determined by applying provisions (or a formula) provided in the basic contract, but not including renegotiation of the price for work in a fixed -price type contract; c. In a cost -type contract, a stated fixed or maximum fee, or a fixed or maximum fee amount determinable by applying a formula contained in the basic contract; d. A specific price that is subject to an economic price adjustment provision; or e. A specific price that is subject to change as a result of changes to the prevailing labor rates provided by the U.S. Department of Labor (DOL) or the California Department of Industrial Relations (DIR) prevailing rates, whichever is applicable. B. Solicitation of Contracts with Options 1. If a contract provides for an option, the solicitation should include appropriate option clauses. 2. Each contract should state the period within which an option may be exercised. 3. In order to meet the requirements of this Manual for full and open competition, the option should be evaluated as part of the initial competition and be exercisable at an amount specified from the terms of the basic contract. When options have not been evaluated as part of the award, the exercise of such options will be considered a non-competitive procurement and must comply with the non-competitive procurement policies in described in this Manual. C. Exercise of Options 1. The user department/project manager, in cooperation with the Procurement Officer, should initiate the exercise of an option only after determining the following: a. That sufficient budget authority is available; b. That the requirement covered by the option fulfills an existing Commission need; and c. That the exercise of the option will be the most advantageous method of fulfilling the Commission's needs, when price and other factors are considered. 2. The Procurement Officer, after considering price and other factors, should make the determination whether to recommend exercising the option on the basis of one of the following: Procurement Policy 11 Manual December September 201 Th Revision: 322 120 a. A new solicitation fails to produce a better price or a more advantageous offer than that offered by the option; provided, that if it is anticipated that the best price available is the option price (or that the option provides the more advantageous offer), the Procurement Officer should not use this method to test the market; b. An informal analysis of prices or an examination of the market indicates that the option price is better than prices available in the market or that the option is the most advantageous offer; or c. The short time between the award of the contract containing the option and the exercise of the option indicates that the option price is the lowest price obtainable or the most advantageous. 3. The contract modification or other written document, which notifies the contractor of the exercise of the option, shall cite the option provision as authority for the action and should be issued within the time period specified in the contract. 6.0 COOPERATIVE AGREEMENTS A. Policy on Intergovernmental or Inter -entity Agreements To promote economy and efficiency, the Commission may enter into state and local intergovernmental agreements or inter -entity agreements, where such agreements are in the best interest of the Commission and are appropriate for procurement or use of common or shared goods and services. The use of purchasing schedules may be prohibited for federally funded procurements. Out-of-state purchasing agreements are prohibited for FTA-funded procurements. B. Memorandum of Understanding A memorandum of understanding (MOU) is a contract document describing a bilateral or multilateral agreement outlining the terms and details of an arrangement between the parties to the MOU, including each party's requirements and responsibilities. An MOU is used when substantial involvement is expected between the Commission and another agency or entity when carrying out the activity contemplated in the MOU, and there exists some public or mutually beneficial purpose in carrying out this activity. C. Piggybacking 1. Piggybacking is the post -award use of an acceptable contract/solicitation process that allows an entity not contemplated in the original procurement to purchase the same supplies or equipment under the original contract/solicitation process. 2. Piggybacking is permissible when: a. The underlying solicitation document and the resultant contract contain an assignability clause that provides for the assignment of all or part of the specified deliverables as originally advertised, competed, evaluated, and awarded; and Procurement Policy 12 Manual December September 201 Th Revision: 322 121 b. For federally funded agreements, the original solicitation and resultant contract contain a minimum and a maximum quantity, which represent the reasonably foreseeable needs of the parties to the solicitation. D. California Multiple Award Schedule and State Master Agreements 1. A California Multiple Award Schedule (CMAS) and State Master Agreements are agreements established between the California Department of General Services (DGS) and multiple vendors who agree to the State of California terms and conditions, and may be used by the Commission. 2. Acquisitions based on CMAS or State Master Agreements shall be competitively bid so as to result in offers from three or more vendors including one small business, if available. If less than three offers are received, documentation of solicitation methods must be included with the contract documentation. 3. Three offers are not required for CMAS and State Master Agreements based on competition, such as Cal -Store, the Master Rental Agreement, Western States Contracting Alliance (WSCA), etc. Information on specific CMAS and State Master Agreements are available on DGS-PD's website at: www.dgs.ca.gov/pd. 4. Notwithstanding PUC section 130232(a), Public Contract Code (PCC) sections 10298(b) and 10299(a) provide authority for the Commission to use CMAS or State Master Agreements for acquiring supplies, equipment and materials that exceed $25,000 without engaging in further competitive bidding. E. Recognized Government Purchasing Cooperatives; National Purchasing Agencies 1. U.S. Communities is a national government purchasing cooperative program that competitively solicits contracts that can be utilized by local geveEnnietit-e-ntities hission-may-acq„ o plies arK cqu�"'in"'ent through U.S. Communities or other similar, recognized government purchasing cooperatives, approved by the Procurement Officer, that utilize competitive solicitation methods. 2. National Joint Power Alliance (NJPA) is a national public service agency that provides competitively solicited purchasing contracts to its member agencies. The Commission may utilize NJPA for appropriate procurements, as determined by the Procurement Officer, however, NJPA may not be utilized for FTA funded procurements. 3. The Commission may join the above specified joint powers authorities for the purpose of participating in procurements as a member agency. 7.0 RECURRING CONTRACTS A. The Commission may, on an annual basis, evaluate existing contracts for professional services that are due to expire within the next fiscal year. While some of these contracts may be placed on the calendar for a new procurement solicitation or allowed to expire because they are no longer required, notwithstanding any other Procurement Policy 13 Manual December September 201 Th Revision: 322 122 provision herein, some contracts may be included in an annual recurring contracts list that must be approved by the Commission. Most contracts for professional services should be subject to a competitive process; however, there may be limited circumstances in which staff believes it is more efficient and cost effective to retain such consultants on the recurring contracts list rather than rebidding the services. Those circumstances generally are due to the consultant's historical knowledge, unique experience, and understanding of the Commission and/or specific Commission projects. Approval of the recurring contracts list allows the Commission to continue work on existing projects without interruptions and maintain consistency. 1. FederallyTA-funded contracts may not be included in the annual recurring contracts list. Procurement Policy 14 Manual December September 201 Th Revision: 322 123 CHAPTER 2 - PROCUREMENT GENERALLY 1.0 IMPLEMENTATION BY EXECUTIVE DIRECTOR; COMMISSION CONTROLS AND LIMITATIONS A. Final authority for purchasing actions and decisions rests with the Commission, except as delegated by the Commission to the Executive Director. B. The Commission authorizes the Executive Director to execute contracts approved by the Commission. The Executive Director may designate the Deputy Executive Director, Chief Financial Officer or Directors to execute contracts under his or her signature authority on his/her behalf. C. The policies set forth herein will be implemented by the Chief Financial Officer. The Chief Financial Officer has primary responsibility for ensuring that the Commission's procurement process is in accordance with applicable laws and regulations, as interpreted by the General Counsel and Commission policy. D. The Executive Director is authorized to approve and enter into contracts on behalf of the Commission under his/her single signature authority as follows: 1. When the expenditure is less than fifty thousand dollars ($50,000) for the purchase of all supplies, equipment, materials and for the construction of all facilities and works in accordance with PUC § 130232; and 2. When the expenditure is less than one hundred fifty thousand dollars ($150,000) for the purchase of services; however, (i) the aggregate amount of contracts executed under the single signature authority shall not exceed $1,5000,000 in any given fiscal year; (ii) the aggregate value of all contracts awarded to any one entity under the Executive Director's single signature authority shall not exceed $150,000 in any fiscal year; and (iii) the Executive Director may execute contract amendments for existing contracts that do not exceed $150,000. Such authority however, may not be exercised more than once during the life of any contract and may not be used to amend contracts originally executed under the Executive Director's single signature authority. The Commission's fiscal year is from July 1 to June 30. E. The powers of the Executive Director pursuant to Paragraph "D" above are subject to: (i) the existence and provisions of a Commission approved budget; and (ii) applicable laws and regulations. F. The Executive Director must provide the Commission with a regular report of all contracts entered into pursuant to the single signature authority provided in Paragraph "D" above, and must report to the Commission at its next regularly scheduled meeting each new contract awarded on an emergency basis or other contracts in excess of the Executive Director's single signature authority. Procurement Policy 15 Manual December September 201 Th Revision: 322 124 G. Approval Limits and Solicitation Types 1. Supplies, Equipment, and Materials (PUC § 130232). PURCHASE AMOUNT SOLICITATION TYPE SOLICITATION PROCESS APPROVER Less than $1,000 Micro -purchase Informal: Commercial availability, Procurement Officer* Rotate Vendors $1,000 to $25,000 Small Purchase Informal: Three (3) Quotes Procurement Officer* $25,001 to $50,000 Formal Procurement Formal: Advertisement, Clauses, Executive Director Competitive Sealed Bids Greater than $50,000 Formal Procurement Formal: Advertisement, Clauses, Commission Competitive Sealed Bids 2. Public Works (PUC § 130232). PURCHASE AMOUNT SOLICITATION TYPE SOLICITATION PROCESS APPROVER Less than $1,000 Micro -purchase Informal: Commercial availability, Procurement Officer * Rotate Vendors, Non -Collusion Declaration, Insurance $1,000 to $25,000 Small Purchase Informal: Three (3) Quotes, Procurement Officer* Prevailing Wage, Clauses, Insurance, License, Non -Collusion Declaration $25,001 to $50,000 Formal Procurement Formal: Advertisement, Clauses, Executive Director Prevailing Wage, Insurance, License, Competitive Sealed Bids, Payment Bond, Non -Collusion Declaration Greater than $50,000 Formal Procurement Formal: Advertisement, Clauses, Commission Prevailing Wage, Insurance, License, Competitive Sealed Bids, Payment Bond, Non -Collusion Declaration As delegated by the Executive Director Procurement Policy 16 Manual December September 201 Th Revision: 322 125 3. Services. PURCHASE AMOUNT SOLICITATION TYPE SOLICITATION PROCESS APPROVER Less than $3,5000 Micro -purchase Informal: Commercial availability, Procurement Officer* Rotate Vendors, Insurance $3,0500 to $50,000 Small Purchase Informal: Three (3) Quotes, Clauses, Procurement Officer* Insurance $50,001 to $150,000' Small Purchase Informal: Three (3) Quotes, Clauses, Executive Director Insurance; or Formal: Advertisement, Clauses, Insurance, and Negotiated Agreement, or Competitive Sealed Bids, or A/E Contract procedures Greater than $150,000*—* Formal Procurement Formal: Advertisement, Clauses, Commission Insurance, Certifications, and Negotiated Agreement, or Competitive Sealed Bids, or A/E Contract procedures As delegated by the Executive Director * * For federally funded purchases, the small purchase threshold is $100,000 for federal grants awarded prior to December 26, 2011 H. In addition to the authority granted above, and except as otherwise prohibited by applicable state or federal law, the Executive Director is authorized to approve and enter into contracts on behalf of the Commission, where the relevant contract is directly related to and necessary to implement a project that has been approved by the Commission, the contract is within the approved project budget and, based on the circumstances, exercise of this authority is in the best interest of the Commission. 2.0 PROCUREMENT OFFICER —DESIGNATION AND DELEGATION A. The Chief Financial Officer is the designated "Procurement Officer" for the Commission. The Chief Financial Officer may delegate all or part of the Procurement Officer duties described in this Manual. 3.0 PROCUREMENT OFFICER —DUTIES A. The Procurement Officer has the duty to oversee all procurement activities of the Commission, and to implement the policies and standards set forth in this Manual, subject to the limitations of the authority that has been delegated to the Procurement Officer by the Commission or the Executive Director. B. The Procurement Officer may issue instructions for the implementation of Commission procurement policies. C. The Procurement Officer has the duty to ensure Commission contracts, purchase orders, modifications, and supplemental agreements are executed in accordance with established thresholds and delegated authority. Procurement Policy 17 Manual December September 20173 Revision: 322 126 D. The Procurement Officer, subject to the review of the Commission's General Counsel, has the authority to draft and determine the final form of the contract to be used for each procurement. E. The Procurement Officer should ensure that a complete record of each procurement action is maintained in accordance with the Commission's records retention policy by establishing files containing the records of all major procurements and contractual actions pertinent to that office's responsibilities. 1. The Procurement Officer is responsible for maintaining the original contract file pursuant to applicable state and/or federal records retention policies. 2. The documentation in each contract file maintained by the Procurement Officer should be sufficient to constitute a complete history of the transaction for the following purposes: a. Providing a complete background as a basis for informed decisions at each step of the procurement process; b. Supporting actions taken; c. Providing information for reviews, audits, and investigations; and d. Furnishing essential facts in the event of litigation. F. The Procurement Officer has the duty to ensure Commission staff engaged in procurement activities are trained in the procurement requirements set forth in this Manual. 4.0 IMPLEMENTATION OF PROCUREMENT PROCEDURES AND GUIDELINES A. The Procurement Officer, in his or her discretion and subject to the review and concurrence of the Commission's General Counsel, may adopt procurement and materials management procedures and guidelines needed to implement and supplement the policies and standards set forth in this Manual. Any such procedures and guidelines shall: 1. Provide for timely review and processing of all procurement actions; 2. Ensure that procurements proceed timely, efficiently and economically; 3. Ensure that procurements adhere to principles of good public policy practices and sound business judgment; and 4. Prohibit arbitrary actions. An example of an arbitrary action is the award of a construction contract, using the competitive sealed bids method of procurement, to a bidder other than the lowest responsive, responsible bidder. 5.0 AUTHORIZED METHODS OF PROCUREMENT; SELECTION A. Selection As part of the procurement initiation process, the Procurement Officer will determine which method of procurement is appropriate. Procurement Policy 18 Manual December September 201 Th Revision: 322 127 B. Authorized Methods The following methods of procurement may be used, as appropriate, in accordance with the policies and procedures included in the Procurement Manual for all federal and non-federal procurement actions contemplated under this Procurement Manual: 1. Micro Purchase Procedures, pursuant to Chapter 6 of this Manual; 2. Small Purchase Procedures, pursuant to Chapter 6 of this Manual; 3. Competitive Sealed Bid ("Low Bid"), pursuant to Chapter 3 of this Manual; 4. Competitively Negotiated Procurement, pursuant to Chapter 5 of this Manual; 5. Non -Competitive and Emergency Procurement, pursuant to Chapter 7 of this Manual; and 6. Alternate DeliveryDesign build, pursuant to Chapter 4 of this Manual. 6.0 INDEPENDENT COST ESTIMATE A. An independent cost estimate is a determination of price reasonableness. An estimate shall be completed prior to the receipt of bids or proposals. Key elements of the independent cost estimate include, but are not limited to: 1. Date of the independent cost estimate; 2. Basis for the independent cost estimate, including applicable supporting documentation; and 3. The value determined by the independent cost estimate. B. The method and means of establishing the estimate may vary based on the circumstances and can range from checking historical records or published price guides to a detailed estimate in the same level of detail that is required for contractors submitting proposals. Estimates can be obtained from a design firm or in-house technical personnel for construction work or from independent third -party staff (not impacted by final procurement). C. The estimate provides the Procurement Officer with essential input during the solicitation process. Independent cost estimates may be used by the Commission to: 1. Provide a determination of value (i.e., do benefits warrant the cost); 2. Support procurement planning; 3. Determine the appropriate solicitation type and process based on the approval limits set forth in Chapter 2, 1.0(G); 4. Establish the competitive range and supplement the evaluation process; 5. Provide a basis for a price analysis, which may eliminate the need for a more burdensome cost analysis; 6. Provide a basis for development of a pre -negotiation objective; Procurement Policy 19 Manual December September 201 Th Revision: 322 128 7. Support the Commission's negotiation position with contractor; and/or 8. After contract award, provide essential input with respect to contract amendments, change orders and claims. 7.0 COST/PRICE ANALYSIS A. A cost/price analysis shall be performed in connection with every federally funded procurement action, including contract modifications, and should be conducted for non -federally funded procurements. The method and degree of analysis is dependent on the facts surrounding the particular procurement situation. B. If the contract being awarded is a cost -reimbursement type, the cost/price analysis shall address the realism of the various cost elements proposed, and where the costs are unrealistically low, an adjustment shall be made to reflect what the Commission believes the effort will actually cost given that offeror's specific technical approach as well as its direct and indirect cost rates. 1. The Commission shall, when applicable, or must, if required by law, utilize the guidelines provided in the FAR Part 31 to determine whether of the contractor's proposed costs are reasonable, allowable and allocable. C. As applicable, the Commission shall negotiate profit as a separate element of the price for each contract in which there is no price competition and in all applicable cases where cost analysis is performed. To establish a fair and reasonable profit, consideration must be given to the complexity of the work to be performed, the risk borne by the contractor, the contractor's investment, the amount of subcontracting, the quality of its record of past performance, and industry profit rates in the surrounding geographical area for similar work. 8.0 VENDOR CONTACTS PRIOR TO ISSUANCE OF A SOLICITATION A. Informational and market research contacts with prospective contractors/vendors should be circumscribed based upon legitimate, identifiable business purposes and guided by the exercise of sound judgment. The primary pitfalls to be avoided are promises or implications from Commission staff of a future contract, development by a vendor of a specification or scope of services to be used as part of a Commission solicitation that vendor intends to participate in, requests from Commission staff for complimentary services or supplies, and other activities that may create a real or apparent conflict of interest or the impression of an obligation on the part of the Commission. 9.0 ADVERTISING/PUBLICIZING PROCUREMENTS A. The Procurement Officer should use the most efficient and effective means to publicize contract actions to increase competition in accordance with the requirements of the specific procurement. B. PUC § 130232, applicable to the purchase of all supplies, equipment, materials and for the construction of all facilities and works when the expenditure exceeds twenty-five thousand dollars ($25,000), requires that notice requesting bids shall be published at least once in a newspaper of general circulation. The publication Procurement Policy 20 Manual December September 20173 Revision: 322 129 must be made at least 10 days before the date for the receipt of the bids. The Commission, at its discretion, may reject any and all bids and re -advertise. C. PUC § 130238 for the purchase of computers, telecommunications equipment, microwave equipment, and other related electronic equipment and apparatus that is not available in substantial quantities to the general public requires (i) the procurement be conducted through competitive negotiation, after a finding by the Commission by a two-thirds vote that this particular procurement qualifies under PUC § 130238, and (ii) notice of the request for proposals be published at least twice in a newspaper of general circulation, at least 10 days before the date for receipt of the proposals. D. Federal Transit Administration Section 9.c of FTA Circular 4220.1F requires that invitations for bids are to be "publicly" advertised, and Section 9.d of FTA Circular 4220.1F requires that requests for proposals are to be publicized. E. Caltrans and Federal Highway Administration (FHWA) Chapter 15, paragraph 15.3 Project Advertisement, of the Caltrans Local Assistance Procedures Manual provides detailed guidance regarding advertising of FHWA- and/or Caltrans-funded projects. F. Pre -solicitation advertising prescribed in this section is not required for non- competitive, sole source, or emergency procurements processed in accordance with this Manual. 10.0 NON-DISCRIMINATION IN PROCUREMENT A. All formal contracts entered into by the Commission should contain appropriate clauses prohibiting discrimination by the contractor against any person or group of persons on account of race, color, religion, creed, national origin, ancestry, physical handicap, medical condition, age, marital status, sex or sexual orientation in the performance of the contract. 11.0 ORGANIZATIONAL CONFLICTS OF INTEREST A. An unfair competitive advantage could result if a contractor were allowed to submit a bid or proposal for work described in a specification or statement of work that the contractor itself developed. For the purpose of eliminating a potential unfair competitive advantage, and in compliance with applicable state and federal laws and regulations, a contractor that develops or assists in developing specifications, requirements, statements of work, invitation for bids, and/or request for proposals for a Commission procurement is excluded from competing for the resultant procurement, unless an appropriate waiver is issued by the Commission. All waivers will be assessed by the Commission on a case -by -case basis. 12.0 DUTIES OF COMMISSION STAFF REGARDING PROCUREMENTS A. General Procuring goods, services, and contracts for the Commission must be a cooperative effort, and it will be the responsibility of all Commission staff involved in Procurement Policy 21 Manual December September 20173 Revision: 322 130 procurement to employ sound business judgment and appropriate standards of ethics and fairness to procure goods and services in a manner most advantageous to the Commission. All employees and departments are instructed to follow the procedures set forth in the Manual, as well as any instructions issued by the Procurement Officer regarding procurements. 1. For FTA-funded procurements, the user department should consider use of the FTA checklists provided in FTA Circular 4220.1 F, Appendix C, which address, among other things, undue restrictions on competition, when use of brand name or equal is permitted, and other FTA requirements and limitations. 2. For FHWA and Caltrans-funded procurements, the user department should consider use of the Caltrans' Local Assistance Procedures Manual for guidance and should ensure that appropriate Commission procurement and contract forms for the relevant funding source are used. B. In order to initiate a procurement action (including amendments, procurements, exercising of available options, etc.), the user department/project manager should, at a minimum, provide the Procurement Officer with the following items, as applicable: 1. Specification, Scope of Services, or Statement of Work. For a new procurement, a complete and clearly written specification, purchase description, or statement of work suitable for either competition or for negotiation with a sole source contractor, if justified. For competitive procurements, the description must not (for federally funded procurements) and should not (for non -federally funded procurements) contain features which unduly restrict competition. The description may include a statement of the qualitative nature of the material, product or service to be procured and, when necessary, must set forth those minimum essential characteristics and standards to which it must conform if it is to satisfy its intended use. For federally funded procurements, detailed product specifications should be avoided. When it is impractical or uneconomical to make a clear and accurate description of the technical requirements, a "brand name or equivalent" description may be used as a means to define the performance or other salient requirements of procurement. The specific features of the named brand which must be met by offerors must (for federally funded procurements) and should (for non - federally funded procurements) be clearly stated. 2. Changes. Changes to existing contracts, including amendments and construction change orders, must be documented pursuant to a written amendment or written construction change order, as applicable, executed by the appropriate parties, and should comply with the following. a. Amendments Procurement Policy 22 Manual December September 201 Th Revision: 322 131 If a contract amendment has been negotiated based upon an existing advanced pricing arrangement or labor rates/categories included in the underlying agreement, the user department/project manager should provide the Procurement Officer with a copy of the final negotiated scope of services for the extra work, associated pricing terms, and/or schedule. b. Construction Change Orders Construction change orders should follow the procedures established by the Capital Projects Department and applicable contract specifications. Documentation of the change order does not need to be provided to the Procurement Officer, but should be maintained by the user department/project manager as specified herein. If a construction change order has been negotiated based upon an existing advanced pricing arrangement or labor rates/categories included in the underlying agreement, the user department/project manager should maintain a record of the change order and supporting documentation in the project files including an independent cost estimate and cost and/or price analysis, as applicable. i. Any change order must be administered in accordance with its terms, and appropriate documentation must be generated and maintained supporting payment in accordance with state or federal requirements, as applicable. ii. All change orders must be signed by a Commission employee who is a registered civil engineer. ii_i. Any change order in excess of $100,000 also requires approval by the Executive Director. iv_ii. Any change order that will increase the total contract value to an amount that exceeds the contractual authority approved by the Commission may not be executed until additional contractual authority has been obtained through the Commission. iv. The Capital Projects Director is responsible for determining that change orders are processed and approved in accordance with departmental and contractual requirements. c. Changes to Federally Funded Contracts For federally funded contracts, findings must be included in the project file that the change is in the general scope of the original contract. A significant change in contract work that causes a major deviation from the original purpose of the work or the intended method of achievement, or causes a revision of contract work so extensive, significant, or cumulative that, in effect the contractor is required to perform very different work from that described in the original contract, is considered a "cardinal change" or "tag -on" contract, and is not permitted unless it meets the requirements of Chapter 8, Section 3.0. Procurement Policy 23 Manual December September 201 Th Revision: 322 132 3. Agreement Summary Sheet. The user department/project manager must provide a complete and executed Agreement Summary Sheet for all procurement actions, including applicable small purchases, formal procurements, MOUs, agreements, change order modifications and the like. The Agreement Summary Sheet identifies the nature of funding for the subject goods/services, provides a record that the requirement was budgeted and properly approved before the procurement process began, and ensures that the procurement action is assigned a unique agreement number for purposes of contract administration, payment, and recordkeeping. 4. Cost Estimate. The user department/project manager shall provide the Procurement Officer with a cost estimate for the anticipated procurement of goods/services. See paragraph 6.0 above for additional guidance regarding the development of an independent cost estimate. 5. Justification for Sole Source/Non-competitive Procurement (if applicable). The user department/project manager must prepare and submit to the Procurement Officer a written statement recording all the facts that provide justification for avoiding mandated competitive procurement practices explicitly defined in this Manual and/or required by relevant state and federal law in favor of a non-competitive/sole source award. The Procurement Officer must approve the sole source procurement methodology before the procurement can proceed. 13.0 INSURANCE A. Contractors providing goods and services should be required to carry sufficient insurance to protect the Commission from third party lawsuits for personal injury (including death) and property damage. Insurance may also be required for damage to Commission property and for errors and omissions in the provision of professional services. B. The following types of procurement actions should be reviewed by the Procurement Officer for appropriate levels, types and limits of coverage on a case -by -case basis: 1. All operations and non -operational construction contracts. 2. All professional services contracts. 3. All contracts where work will be performed within "50 feet" of railroad. 4. All environmental contracts, including engineering services. 5. All procurement contracts and/or purchase agreements where outside vendors will be conducting work or performing installation services on Commission premises. 6. All procurement contracts and/or purchase agreements where outside vendors will be delivering products to a Commission facility. C. The contract documents should ensure that Commission contractors will be required to comply with insurance requirements imposed by state and local governments. Procurement Policy 24 Manual December September 201 Th Revision: 322 133 D. At a minimum, the contract documents should require the contractor and subcontractor to carry general liability, workmen's compensation, and automobile insurance coverages for public works contracts. E. In certain limited cases, the Procurement Officer may permit the contractor to substitute an approved program of self-insurance in order to obtain such approval. The contractor will have to demonstrate that it can sustain the potential losses being self -insured. F. The Procurement Officer should include insurance and indemnification provisions in equipment, supply, and services contracts in accordance with Commission policies described herein. 14.0 SUBCONTRACTING A. The Commission may consider requiring a prime contractor to perform certain tasks or a minimum percentage of the work, in order to ensure that the prime contractor maintains a specified degree of control over the project. B. Approval of contractor proposed subcontractors usually involves an evaluation of three primary areas: 1. Assurance that the prime contractor has included the required "flow -down" provisions (clauses) from the prime contract in the subcontract. 2. The prime contractor's compliance with the Disadvantaged Business Enterprise (DBE) requirements in its prime contract. 3. Assurance that the prime contractor has selected its critical subcontractors in a prudent fashion, so as to protect the Commission's interests. 15.0. DETERMINATION OF FAIR AND REASONABLE PRICE A. The Procurement Officer should determine, in writing, that the price to be paid to the successful offeror is fair and reasonable. Typically, adequate price competition is sufficient to establish price reasonableness; however, price reasonableness may also be established through: 1. Prices established by law or regulation; 2. Published catalog or market price for commercial product sold to the public in substantial quantities; 3. Previous or relevant historical pricing for same or similar terms; 4. Valid cost estimate; 5. Value analysis; or 6. Cost/price analysis. B. Single Offer/Lack of Adequate Competition 1. Upon receiving a single bid or single proposal in response to a solicitation, the Procurement Officer should determine if competition was adequate. Procurement Policy 25 Manual December September 201 Th Revision: 322 134 a. Such determination should include a review of the specifications for undue restrictiveness and may include a survey of potential sources that chose not to submit a bid or proposal. b. If the results of the review are that the scope of work was so restrictive that only one firm could have responded, then there is a lack of competition. The Procurement Officer should (1) cancel and re -procure the solicitation or (2) treat the solicitation as a sole source procurement, if it meets the requirements of Chapter 7 of this Manual. c. If the results of the review are that the scope of work was not restrictive and more than one firm could have responded, then there is adequate competition. The Procurement Officer may recommend an award of the agreement to the single offeror, as determined by the Commission, in accordance with this Manual and in accordance with applicable legal requirements. 2. When the price variance between multiple responses reflects a lack of adequate competition, the Procurement Officer may re -solicit quotes or, if appropriate, recommend an award of the agreement to the lowest or best offeror, as determined by the Commission, in accordance with this Manual and in accordance with applicable legal requirements. 3. A recommendation for award under either of the above circumstances should include a statement in the contract file giving the basis for the determination (e.g., that there was adequate competition and/or the pricing terms are fair and reasonable). 16.0 CONTRACT APPROVAL, AWARD, AND EXECUTION A. Following authorization for contract award by the Commission, the following actions should be taken: 1. The Procurement Officer requests all Commission required documents and contract contingency requirement (e.g., bonds, proof of insurance) from the successful contractor. 2. The Procurement Officer conforms and sends copies of the final contract or amendment to the contractor for signature, and obtains the appropriate Commission authorization by ensuring full execution of the contract. 3. After full execution of the contract and the contractor's submittal of the required contract contingency items, unless otherwise agreed, the Procurement Officer coordinates with the user department/project manager to prepare a "Notice to Proceed" letter, if required. 4. The Procurement Officer transmits a fully executed original copy of the contract to the contractor. Conformed copies should be sent to the project manager for use in the administration of the contract. 5. Contract Administration Responsibilities Procurement Policy 26 Manual December September 201 Th Revision: 322 135 a. The user department/project manager conducts all further coordination on technical issues between the contractor and the Commission, subsequent to the issuance of the "Notice to Proceed" letter. b. Issues affecting the business or legal terms in the contract and/or requests for modification or supplemental agreements to the contract should immediately be brought to the attention of the Procurement Officer. c. The contract and all documents pertaining thereto should be maintained by the Procurement Officer, except for construction change orders which will be maintained by the project management team. 17.0 PROTEST PROCEDURES A. Under formal procurement processes described under this Manual, an interested party that has timely submitted a bid or proposal in response to any procurement of the Commission may file a protest objecting to the award of a contract. B. In order for a protest to be considered properly and timely filed, the protest must: 1. Be filed in writing with the Executive Director of the Commission, within seven (7) calendar days after (i) all requests for clarifications and requests for approved equals have been answered by the Commission or, if no requests for clarification or approved equals are received, after the period for requests for clarifications or approved equals has closed; (ii) after the Commission takes action, or such other time period as may be specified in the solicitation document; or (iii) the date certain contained in the solicitation for any solicitation for which a contract award is not made by the Commission. 2. Be filed by an actual bidder or proposer responding to the procurement and signed by a properly authorized representative. No other party has standing to protest or is considered an interested party. 3. Identify the specific procurement number involved. 4. Identify the specific recommended action or decision being protested. 5. Specify in detail the grounds for the protest, the facts supporting the protest and the status of the protester. 6. Include all relevant supporting documentation with the protest at the time of submittal. 7. Describe the resolution to the protest desired by the protesting party. If a protest does not comply with each of the seven (7) requirements listed above, the protest will not be considered and will be returned to the protester. C. The Procurement Officer will attempt to resolve a properly filed protest or perform additional fact-finding, including establishing a protest evaluation team to evaluate the merits of the protest. The Procurement Officer, in consultation with the Commission's General Counsel, will prepare a recommended resolution of the Procurement Policy 27 Manual December September 20173 Revision: 322 136 protest for consideration by the Executive Director. The Executive Director will review the recommendation of the evaluation team and will render a determination to uphold or deny the protest. D. If the Executive Director's decision is to deny the protest, the solicitation may be continued without further delay or the contract will be recommended to the Commission for award, or executed, if previously awarded by the Commission subject to resolution of the protest. If the Executive Director's decision is to uphold the protest, a recommendation will be made to the Commission to amend the solicitation and the date for receipt of proposals or bids, reject all proposals or bids, cancel the request for proposals or invitation for bids and solicit new proposals or bids, award the contract to another proposer, or other such actions as he/she deems appropriate. E. The Executive Director's decision shall be final, and there shall be no further administrative recourse at the local level, except for protests related to federally funded procurements. F. The procedures set forth in this Chapter 2, Section 17.0 are not intended to reduce or restrict protest rights specifically provided under applicable funding agreements, or state or federal laws authorizing the use of money funding applicable contracts. 1. In any procurement involving FTA funds, the Procurement Officer shall disclose information regarding the protest to FTA and shall keep FTA informed about the status of the protest. 2. An interested party that has filed a protest must exhaust all administrative remedies with the Commission before pursuing a protest with FTA. G. A debrief will be available for proposers to whom award was not made, for a period of ten (10) days following award of the contract by the Commission. 18.0 PUBLIC RECORDS REQUESTS A. All requests for procurement related records and/or information must be submitted to the Clerk of the BoardCommission's Office and Board Services Manager for appropriate action. Procurement related records should not be disclosed as public information until staff recommendation for award has been forwarded to all interested parties or as otherwise appropriate under the California Public Records Act and applicable state and federal laws, guidelines and requirements. Procurement Policy 28 Manual December September 201 Th Revision: 322 137 CHAPTER 3 - COMPETITIVE SEALED BIDS ("LOW BID") A. PUC § 130232 requires that the purchase of all supplies, equipment, and materials, and the construction of all facilities and works, when the expenditure required exceeds twenty-five thousand dollars ($25,000), must be by competitive sealed bidding, also known as "low bid", contracting, with the contract let to the lowest responsive, responsible bidder. Notice requesting bids must be published in at least one newspaper of general circulation. The publication must be made at least ten (10) days before the date for receipt of bids; however, based on the nature of the procurement, a longer period of time shall be provided, as necessary, to ensure that bidders are allowed adequate and sufficient time to prepare bids before the date of bid opening. The resulting contract will be a fixed price contract. B. In order for competitive sealed bidding to be most effective, the following conditions should be present in the development of an Invitation for Bids (IFB): 1. A complete, adequate and sufficiently generic specification is developed; 2. Adequate competition is available in the marketplace (two or more responsive and responsible bidders will compete); and 3. The procurement lends itself to a firm -fixed price contract. C. Discussions and Communications 1. Bids shall be evaluated without discussions with bidders. 2. Information concerning proposed procurements should not be released outside the Commission before an IFB is released, except for pre - solicitation notices and publicly available general project information. D. Pre -Bid Conferences 1. The Contracting Officer may use pre -bid conferences to explain procurement requirements. 2. If the Commission requires any type of mandatory pre -bid conference, site visit, or meeting, the IFB should include the time, date, and location of the mandatory pre -bid site visit, conference or meeting, and when and where project documents, including final plans and specifications are available. Any mandatory pre -bid site visit, conference or meeting should be no sooner than a minimum of five (5) calendar days following the publication of the IFB. E. Bid Addenda 1. If it becomes necessary to make changes in quantity, specifications, delivery schedules, opening dates, or other items, or to correct a defective or ambiguous IFB, the change should be accomplished by addendum of the IFB. 2. Addenda to an IFB should be identified as such and should require the bidder to acknowledge receipt of all addenda issued. Procurement Policy 29 Manual December September 201 Th Revision: 322 138 F. Time Of Bid Receipt The IFB should specify a time for receipt of bids. Bids must be received in the office designated in the IFB not later than the time identified in the IFB. G. Late Bids Unless otherwise specified in a particular bid solicitation, bids are considered late based on the time clock at the 3rd floor Commission Receptionist Desk, located at 4080 Lemon Street, Riverside, CA 92501. Bids are considered late if the time stamped by the Commission upon receipt of the bid is later than the deadline/time identified in the IFB. Late bids will not be accepted by the Commission, unless a bid is late owing solely to Commission mishandling or some other legitimate extenuating factor, as determined in the Commission's sole discretion. H. Receipt Of Bids As bids are received, the Procurement Officer should secure and safeguard the bids until the established time for bid opening. I. Opening Of Bids The Procurement Officer will coordinate the bid opening. All bids over $25,000 for supplies, equipment, and materials and the construction of all facilities and works received prior to the bid submission deadline will be publicly opened, read aloud to the persons present, and recorded. Bid opening documentation should include the date, time, and place of bid opening and a tabulation of bidder names and related bid amount. Such bid opening documentation should include the signature of at least one witness. J. Recording Of Bids Construction bids over the small purchase threshold of $25,000 that are publicly opened will be recorded on a bid summary or bid tabulation sheet. The Procurement Officer should certify the accuracy of the bid summary sheet by placing his/her signature thereon. The Commission's Procurement Officer should ensure that these results are posted on the Commission interne site within a reasonable time after bid opening. K. Tie Bids If two or more responsible and responsive bids are received for the same total or unit price, quality and service being equal, the Commission shall establish a date and time to draw lots, which shall be accomplished by tossing a coin or pulling bidder names out of a hat, to determine the winner. Using the lottery method, the Commission shall: 1. Advise the tied bidders in writing that a tie has occurred, advise them a winner will be determined by drawing lots, and invite them to attend the drawing. 2. Conduct the drawing of lots on the date and time previously established with at least two individuals as witnesses. The procurement file should reflect the names, titles, and departments of the witnesses. If the witnesses Procurement Policy 30 Manual December September 201 Th Revision: 322 139 are not Commission staff, the name, organization, address, and telephone number of the individuals should be listed. 3. Declare the winner of the drawing of lots as the apparent low bidder for bid evaluation and award purposes. L. Alternative Sources of Procurement Authority Notwithstanding the requirements of PUC § 130232, and the provisions set forth in this Chapter, the Commission may use Cooperative Agreements (as described in Chapter 1, Section 6.0) where such use is otherwise permitted by law. Procurement Policy 31 Manual December September 201 Th Revision: 322 140 CHAPTER 4 - ALTERNATE DELIVER CONTRACTS 1.0 PURPOSE 11. As set fefth Hi PCC SeEtie et - sew., the-legis latur-e-Eletefffli*e -that-tt e-dess'rgn build method of procurement should be evaluated for the purposes of exploring whether the potential exists for reduced project costs, expedited project completion, or design features that are not achievable through the traditional design bid build method. The Commission was selected, as one of a limited number of participants, to participate in the Design Build demonstration program with the SR 91 Corridor Improvement Project (SR 91 CIP). AB. For the purposes of this Chapter, "Design -Build" means a method of procuring design and construction from a single source. The selection of the single source occurs before the development of complete plans and specifications. For the purposes of this Chapter, "CM/GC" means a project delivery method in which a construction manager is procured to provide preconstruction services during the design phase of the project and construction services duriag the construction phase of the project. The structure of the contract for such services is within the discretion of the Commission. For the purposes of this Chapter, "Alternate Delivery Method" means Design - Build, CM/GC or any other alternate method of project procurement or delivery which the Commission is authorized by law to utilize. B. As set forth in PCC Section 6820, et. seq., the Commission is authorized to utilize Design -Build for projects on or adjacent to the state highway system, including related non -highway portions of the project, based on either best value or lowest responsible bid. C. As set forth in PCC Section 6700, et. seq., the Commission is authorized to utilize the Construction Manager/General Contractor (CM/GC) method, contingent upon delegation of authority by Caltrans, for two highway projects in Riverside County. D. As set forth in AB 115 (Chapter 20, Statutes of 2017), the Commission is authorized to utilize CM/GC for the 91 Toll Connector to Interstate 15 North project. E. As set forth in PCC Section 6700, et. seq., the Commission is authorized to utilize CM/GC method for certain expressways that are not on the state highway system, provided that the required findings are made, consistent with PCC Section 6701, and the Commission adopts the CM/GC method. F. As set forth in AB 115 (Chapter 20, Statutes of 2017), the Commission is authorized to amend or change any existing contract for the Interstate 15 express lanes construction project or the State Highway Route 91 express lanes to include work or services on the 91 Toll Connector to Interstate 15 North project, if the Commission, with the concurrence of Caltrans, finds that to be a cost-effective method to accelerate the delivery of that project. Procurement Policy 32 Manual December September 201 Th Revision: 322 141 2.0 PROCEDURES FOR ALTERNATE DELIVERY DESIGN BUILD CONTRACTS A. The Executive Director may adopt any lawful methods, procedures and criteria that he or she determines are in the best interest of the Commission. B. The Toll Program Director, through coordination with the Procurement Officer, will prepare documents for the solicitation of proposals for highway -related Alternate DeliveryDesign Build _procurements. C. Where an Alternate Delivery Method does not require a solicitation of proposals, the Toll Program Director shall, through coordination with the Procurement Officer, prepare the contract documents for such procurement. D. The documents prepared for Alternate Delivery Design Build procurements shall control over any conflicting provisions contained herein. ED. The Commission shall use a procurement method permitted by law and appropriate for the elements of the services (design v. construction) representing the preponderance of work and having the greatest cost, even though other necessary services would not typically be procured by that method. For example, the construction costs of a Design -Build project are usually predominant, so the Commission would use competitive negotiations or sealed bids for the entire procurement rather than the qualification -based "Brooks Act" procurement procedures. 1. The use of the Design -Build procurement method for FTA-funded projects shall comply with FTA Circular 4220.1F, Section VI.3.h. 2. The use of the Design -Build procurement method for FHWA-funded projects shall comply, as applicable, with any requirements specified by Caltrans in the relevant project agreements. Procurement Policy 33 Manual December September 201 Th Revision: 322 142 CHAPTER 5 - COMPETITIVELY NEGOTIATED PROCUREMENTS 1.0 NEGOTIATED PROCUREMENTS —GENERAL A. This Chapter outlines the Commission's procedures for competitively negotiated procurements for contracts: 1. Not legally required to be procured through the low -bid competitive procurement method pursuant to PUC § 130232; and 2. Intended to be awarded on the basis of both price and non -price factors. B. A procurement is "negotiated" if discussions, negotiations, or other exchanges between the Commission and the offerors are anticipated and planned in order to maximize the Commission's ability to communicate, understand, and obtain the best value for contract award. 1. The exchanges involve bargaining, persuasion, alteration of assumptions and positions, and give-and-take applied to price, schedule, technical requirements, type of contract, and other proposed terms. 2. The exchanges after establishment of the competitive range of price and terms are done with the intent of allowing the offeror to revise its proposal, once and potentially several times. C. Though not an all-inclusive listing, competitively negotiated procurements can be used for the following types of procurements: 1. Professional services contracts for non -architect -engineer related services; miscellaneous service contracts; 2. Architect -Engineer and related services contracts as further defined and subject to the limitations specified in Section 6.0 of this Chapter; 3. Specialized equipment, computers, telecommunications equipment, microwave equipment and other related electronic equipment and apparatus; or 4. Best Value, Alternate Delivery Design Build contracts described in Chapter 4. 2.0 SOURCE SELECTION TECHNIQUES A. The Procurement Officer can choose from a range of source selection techniques for the competitively negotiated process based on: 1. What is suitable for the specific circumstances of a requirement, and 2. Which technique provides the best opportunity to tradeoff price/cost and qualitative benefits in order to gain the best value for the Commission. B. In acquisitions where the requirement is clearly definable and the risk of unsuccessful contract performance is minimal, and excluding contracts for Architect -Engineer and related services, cost or price may play a dominant role as a significantly important evaluation factor for award. Procurement Policy 34 Manual December September 201 Th Revision: 322 143 C. On the other hand, the less definitive the requirement, a requirement for technical superiority, more development work required, or the greater the performance risk, then the technical or past performance considerations play a more dominant role as significantly important evaluation factors for award. D. The Commission obtains best value in negotiated acquisitions by using any one or a combination of selection approaches wherein the relative importance of cost or price may vary with other non -cost or price factor(s). The Procurement Officer and user department/project manager shall select an approach that will provide the Commission with the best offer based on the requirements, and on applicable legal requirements. E. All evaluation factors associated with a particular proposal shall be identified along with their relative importance. The Procurement Officer, in cooperation with the user department/project manager, may utilize explicit factors, price performance trade off, technically qualified/lowest price or other reasonable and appropriate means of evaluating proposers. F. Proposals will be solicited from an adequate number of qualified sources. In determining sources to solicit, the Procurement Officer should use all reasonable means available to ensure that an adequate number of potential qualified proposers receive the solicitation in order to obtain maximum fair and open competition. 3.0 PROPOSAL EVALUATION A. The evaluation factors that will be considered in evaluating proposals shall be tailored to each procurement and shall include only those factors that will have an impact on the source selection decision. The evaluation factors that apply to a particular procurement and the relative importance of those factors are within the broad discretion of the Procurement Officer and/or the user department/project manager. B. The Procurement Officer shall establish a formal evaluation committee, of at least two persons, referred to as the "Evaluation Committee." The size of an evaluation committee should be (1) based on the size and complexity of the goods or services being procured and (2) well balanced and represented by individuals involved with the procurement and/or affected by the goods or services being procured. The Evaluation Committee will be charged with responsibility for evaluating proposals, short listing firms, establishing a competitive range, and/or recommending a firm or firms for contract award. 1. Personnel engaged in the evaluation process shall not discuss or reveal information concerning the evaluations except to those individuals participating in the same proceedings and only to the extent that information is required in connection with such proceedings. 2. Divulging information during the evaluation, selection, and negotiation phases to offerors or to personnel not having a need to know is prohibited as it could jeopardize the evaluation process and resultant award. Procurement Policy 35 Manual December September 201 Th Revision: 322 144 C. The Evaluation Committee will evaluate each proposal in accordance with the evaluation criteria in the solicitation. The Evaluation Committee's selection decision is subject to the final approval of the Commission or the Executive Director, as required under this Manual. 4.0 REJECTION OF PROPOSALS A. The Evaluation Committee may reject all proposals received that are determined not to be in the competitive range, including those proposals made by offerors who refuse to execute any reasonably required representations and/or certifications. B. The Executive Director may, in his or her discretion, do any of the following Commission, based upon the recommendation of the Evaluation Committee or the Executive Director, may (i) reject any or all proposals received, (ii) cancel the procurement process, and/or (iii) direct commencement of a new procurement process for the same services because:. The Evaluation Committee or Executive Director may recommend rejection by the Commission because: 1. All otherwise acceptable proposals received are at unreasonable prices; 2. The proposals were not independently arrived at in open competition, were collusive or were submitted in bad faith; or 3. For other reasons, rejection is clearly in the Commission's best interest. 5.0 NEGOTIATION; SELECTION A. The methods and procedures for selection and negotiation will be determined by the Procurement Officer, in coordination with the user department/project manager, and set forth in the request for proposals. 6.0 SPECIAL PROVISIONS APPLICABLE TO ARCHITECT -ENGINEER AND RELATED SERVICES A. This Section prescribes guidelines and requirements for the procurement of Architectural -Engineering ("A-E") and related services. A-E Services are defined as professional services of an architectural or engineering nature that are required by law to be performed by a registered or licensed architect or engineer. Related services include: land surveying and construction project management. For the procurement of A-E and related services, the Procurement Officer shall follow the procedures set forth in this Section 6.0, in addition to the pertinent procedures set forth elsewhere in this Chapter. B. If the procurement is for A-E and related services, the selection must be based on the demonstrated competence and qualifications of prospective contractors, and shall comply with Government Code 4525, et seq., and, when applicable, the laws and regulations that govern the procurement of design -related services with federal funds (see e.g., Title 23 U.S.C. 112, Letting of Contracts and 23 CFR 172, Administration of Engineering and Design Related Service Contracts). These services shall be acquired based on a two-step, sealed bidding procedure, whereby qualifications are presented in a separate sealed envelope from a firm's price proposal. The proposals shall be evaluated based on qualifications only, and price Procurement Policy 36 Manual December September 201 Th Revision: 322 145 negotiations shall then be commenced with the proposer determined by the Commission to be most qualified. If the Commission is unable to negotiate satisfactory terms, at a fair and reasonable price, with the proposer considered to be most qualified, then negotiations shall be terminated with that proposer and commenced with the next most qualified proposer. This process shall be continued with successive qualified proposers until agreement is reached that is determined to be fair and reasonable. Procurement Policy 37 Manual December September 20173 Revision: 322 146 CHAPTER 6 - SIMPLIFIED PURCHASE PROCEDURES 1.0 GENERAL A. Procurement of materials, supplies, or services by the Commission should adhere to the procedures in this Manual, as described in Chapter 2, Section 1.G. The procedures ensure that the appropriate authorizations are secured for the type of procurement made, and that the minimum requirements associated with the materials, equipment, supplies or services requested are procured in a fair and open manner. B. This Chapter sets forth the procedures for small purchases and other simplified purchase procedures. These purchases should be made competitively except where it is in the best interests of the Commission to accomplish such purchases non- competitively. Justification for such non-competitive procurement should be made, in writing, and maintained in the procurement record. 2.0 REQUIREMENTS FOR MICROPURCHASES A. If the purchase price for required supplies, equipment, services and/or materials is considered a micropurchase as defined in Chapter 2, Section 1.G, then multiple quotes are not required; however, such purchases should be fairly priced using a purchase technique that best serves the needs of the Commission, and rotated among commercial vendors offering competitive pricing. B. Micropurchases may be accomplished by securing one proposal or quotation from a commercial vendor offering supplies, equipment or materials to the public in substantial quantities and the price is deemed to be fair and reasonable. a. For federally€TA-funded procurements, the determination that the price is fair and reasonable and how the determination was derived must be included as documentation in the procurement file. C. If oral quotes are obtained, written record of the quotes should be retained. The record should include, at a minimum, vendor name, telephone number and address, name of person providing the quote, and terms. 3.0 USE OF SMALL PURCHASE PROCEDURES A. For small purchases as defined in Chapter 2, Section 1.G, staff should obtain a minimum of three (3) written quotations with reasonable efforts to include at least one Disadvantaged Business Enterprise (DBE) vendor and, when practicable and appropriate, an award should be made on the basis of lowest price. B. For public works projects (i.e., maintenance, repair or construction work) and planned solicitations for services defined as small purchases in accordance with Chapter 2, Section 1.G, review by the Procurement Officer prior to the solicitation of quotes is required in order to ensure compliance with relevant insurance requirements, applicable legal mandates, e.g., insurance, bonding, prevailing wage, and payroll records. C. The Procurement Officer should use and/or authorize the Small Purchase Procedures that are most suitable, efficient, and economical based on the Procurement Policy 38 Manual December September 201 Th Revision: 322 147 circumstances of each procurement and determine that the price is fair and reasonable. 4.0 PROHIBITED USE OF SMALL PURCHASE PROCEDURES A. The Procurement Officer and or Commission staff may not divide, split or fragment a procurement totaling more than the Commission's small purchase limitation into several purchases that are less than the limit in order to use the Small Purchase Procedures. Procurement Policy 39 Manual December September 201 Th Revision: 322 148 CHAPTER 7 - NON-COMPETITIVE AND EMERGENCY PROCUREMENTS AND REMEDIAL MEASURES 1.0 NON-COMPETITIVE PROCUREMENTS A. The non-competitive procurement of non -federally funded goods and services, which otherwise require competitive procurement may be authorized under one or more of the following circumstances, subject to any minimum Commission vote required by applicable law: 1. The Commission has advertised the contract as required by this Manual and has undertaken reasonable efforts to solicit potential contractors, but has determined that competition is inadequate; 2. There is only a single source of supply available, or only one contractor is qualified to provide the service or product; 3. The goods or services are to be provided by a government or other public entity; 4. The goods or services are to be provided pursuant to an amendment of an existing contract that does not materially alter the terms and conditions of the contract (other than to extend the term and/or increase compensation to provide for the extended term or for additional goods/services to be provided under substantially the same terms of the original contract), provided that such renewal, extension or amendment is authorized or permitted by the contract; 5. The equipment to be purchased is of a technical nature and the procurement thereof without advertising is necessary in order to assure standardization of equipment and interchangeability of parts; 6. The item to be purchased is a capital maintenance item that is available only from the original manufacturer or supplier or is required to maintain system operational compatibility and connectivity with the existing system(s); 7. The contract is for employment services; 8. The contract is one for which only per diem and travel expenses are paid and there is no payment for services rendered; 9. The Commission is piggybacking on an existing agreement between a contractor and any public agency or entity within the County of Riverside and/or the County of San Bernardino, or other public entities if: (a) the proposed Commission contract is for the same material scope of work as the other contract; (b) the proposed Commission contract contains substantially the same terms as the other contract; and (c) the other contract was competitively procured in accordance with requirements applicable to such other agency's procurements; 10. The provisions listed under Chapter 8, Section 3.0 regarding federally funded sole source, non-competitive, sole source procurements are applicable; or Procurement Policy 40 Manual December September 201 Th Revision: 322 149 11. Except as may otherwise be limited by applicable law, the Commission determines that a non-competitive procurement is in the public interest and in the best interest of the Commission. B. Except as limited by applicable law, the Executive Director shall have authority to determine that non-competitive procurements are permitted under paragraph A, subparagraphs (1) through (11) for contracts for amounts less than or equal to $150,000. Commission approval is required for contracts over $150,000. Each decision to proceed with a non-competitive procurement must be supported by a written justification that is approved by the Executive Director or Procurement Officer, as required under this Manual. C. The Procurement Officer will take action, whenever possible and in coordination with the user department/project manager, to avoid the need to continue to procure the same supply, service, or construction without competition. D. A non-competitive or sole source procurement, where competition is legally required, should not be justified on the basis of any of the following circumstances: 1. The lack of adequate advance planning for the procurement of the required commodities, services, or other items; 2. Delays in the procurement caused by administrative delays, lack of sufficient procurement personnel, or improper handling of procurement requests or competitive procedures; or 3. Pending expiration of budget authority. E. The Procurement Officer should ensure that each non-competitive contract contains all of the required clauses, representations, and certifications, in accordance with the applicable laws, regulations, or Commission adopted policy. F. The Procurement Officer should ensure that proper records of each non-competitive procurement are maintained. 2.0 EMERGENCY PROCUREMENTS; REMEDIAL MEASURES A. The Commission may award a contract on an emergency basis if the requirement is essential to deal with an existing emergency condition, as defined below in Paragraph `B", and the Executive Director may award a contract when necessary as a remedial measure as defined below in Paragraph "C". The emergency procurement of supplies or services and procurements as a remedial measure should be limited to quantities and time periods sufficient to meet the immediate threat and should not be used to meet long-term requirements. B. For purposes of an emergency procurement under this Chapter, an "emergency condition" is a situation (such as a flood, epidemic, riot, equipment failure, or any other reason declared by the Commission) which creates an immediate threat to the public health, welfare, or safety. The existence of an emergency condition creates an immediate need for supplies, services, or construction which cannot be met through normal procurement methods, and the lack of which would seriously threaten one (1) or more of the following: Procurement Policy 41 Manual December September 201 Th Revision: 322 150 1. The health or safety of any person; 2. The preservation or protection of property; 3. The continuation of necessary Commission functions; or 4. Contract delays that could result in an increase to the cost of the project. In the case of contracts for services, the Executive Director may declare the emergency condition. C. The Executive Director may authorize the expenditure of funds previously appropriated by the Commission for the direct purchases of goods and services, without following bid requirements (i) when a finding is made that immediate remedial measures are necessary to avert or alleviate damage to property, or to replace, repair, or restore damaged or destroyed property, of the Commission and are necessary in order to ensure that the facilities of the Commission are available to serve the transportation needs of the general public, and upon determining that available remedial measures, including procurement or construction in compliance with PUC § 130232, 130233, and 130234, are inadequate. D. A contract procured on an emergency basis or as a remedial measure should not be modified to expand the scope or extend the time of the procurement unless a limited number of additional commodities, services, or other items are needed to fill an ongoing emergency requirement until regular procurement action procedures initiated under other Chapters in this Manual can be completed. E. The Executive Director must, after an emergency expenditure in excess of his/her delegated signature authority, and after an expenditure necessary as a remedial measure, submit to the Commission a procurement summary explaining the necessity for the expenditure. F. The Procurement Officer should ensure that each emergency procurement contract and/or contract entered into as a remedial measure contains the required clauses, representations, and certifications, in accordance with the requirements of this Manual. G. The Procurement Officer should ensure that proper records of each non-competitive procurement are maintained in accordance with the requirements of this Manual. 3.0 WRITTEN JUSTIFICATION FOR EMERGENCY AND OTHER NON- COMPETITIVE PROCUREMENTS A. In each instance where the non-competitive procurement procedures set forth in this Chapter are used, the user department/project manager is required to prepare a written statement recording all of the facts that provide justification for proceeding with the non-competitive or emergency procurement. B. The Procurement Officer must approve the justification for all non-competitive procurements described under this chapter before such a procurement can proceed. Procurement Policy 42 Manual December September 201 Th Revision: 322 151 Procurement Policy 43 Manual December September 201 Th Revision: 322 152 CHAPTER 8 - REFERENCES TO APPLICABLE LAWS /REGULATIONS 1.0 GENERAL A. This Manual lists references to the various federal, state, and local regulations, to which the Manual was written to conform and/or comply. B. The Procurement Officer will be responsible, in cooperation with the Commission's General Counsel, for reviewing these references from time to time in order to review new requirements and to note updates to the existing regulations. 2.0 REFERENCES A. For the Commission's capital projects and contracts for goods and services utilizing FTA or FHWA funds, the provisions included in the Manual will apply only to the extent that they do not conflict with FTA or FHWA requirements, including the standards of FTA Circular 4220.1F, or the most current version thereof, entitled "Third Party Contracting Requirements" or FHWA Form FHWA-1273 entitled "Required Contract Provisions Federal -Aid Construction Contracts." In case of any conflict, the applicable federal standards shall govern. The foregoing documents, though not all-inclusive, set forth requirements that the Commission must comply with in the solicitation, selection and administration of contracts funded by the FTA and FHWA, respectively. B. For projects funded by Caltrans and/or FHWA, the selection process shall be in accordance with Chapter 10 of Caltrans' Local Assistance Procedures Manual. http://www.dot.ca.gov/hq/LocalPrograms/lam/prog_p/p l Oconsl.pd£ C. FTA Circular 4220.1F (or the most current version thereof) sets forth the requirements the Commission must adhere to in the solicitation, award, and administration of its third party contracts. FTA Circular 4220.1F applies to all FTA grantees and subrecipients that contract with third parties under FTA assistance programs. a. In addition to the requirements set forth in this Chapter 8, the FTA standards for competition are set forth generally in Chapter 1 hereof and the FTA procedures for competitive sealed bid ("low bid") procurements and competitively negotiated procurements are set forth in Chapters 3 and 5 hereof, respectively. D. Some of the requirements include the following: 1. Pre -Award Audits. A pre -award (pre -negotiation) audit shall be completed, as required based on the participating state or federal funds, for each consultant contract_, including those contracts where the consultant was previously identified as a "high risk" recipient as described in 49 Code of Federal Regulations (CFR) Part 18.12. 2. Brooks Act Provisions. The provisions of the Brooks Act (40 U.S.C. 544) require local agencies to award federally funded engineering and design contracts on the basis of fair and open competitive negotiations, Procurement Policy 44 Manual December September 201 Th Revision: 322 153 demonstrated competence, and professional qualifications (23 CFR, Section 172). 3. Required Contract Provisions/Forms. a. Disadvantaged Business Enterprise i. Notice to Proposers Disadvantaged Business Enterprise Information ii. Standard Agreement for Subcontractor/DBE Participation iii. Local Agency Proposer DBE Commitment (Consultant Contracts) iv. Local Agency Proposer DBE Information (Consultant Contract) v. Final Report -Utilization of DBE, First -Tier vi. Subcontractor Listing b. Federal Lobbying Restrictions, Title 31 U.S.C. Section 1352 i. Non -lobbying Certification for Federal -aid Contracts ii. Disclosure of Lobbying c. Financial Provisions. i. Compliance with 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. ii. Compliance with 48 CFR, Chp. 1, Part 31, Contract Cost Principles and Procedures. iii. Provisions required by Caltrans Master Funding Agreement. Personnel 4. Caltrans/FWHA Authorization to Proceed. FHWA or Caltrans acting in FHWA's behalf must give the local agency an "Authorization to Proceed" with a project prior to the performance of any work for which federal reimbursement is to be requested, including the pre -award audit. Copies of the "Authorization to Proceed" and the consultant contract must be retained in the project files for future audit purposes. 5. Certification of Consultant and Local Agency. The Procurement Officer will be responsible for ensuring that, when required, the certifications shown in Exhibits 10-F, "Certification of Consultant," and 10-G, "Certification of Local Agency" of the Caltrans Local Assistance Procedures Manual are incorporated into the solicitation and executed by the appropriate signatories. a. The certifications must be executed by a principal or authorized corporate official of the consultant, and by a principal administrative officer of the governmental agency responsible for the selection of the Procurement Policy 45 Manual December September 201 Th Revision: 322 154 consultant. It is essential that these certifications be preserved in the project files. 6. Veterans Employment. Pursuant to 49 U.S.C. 5325(k), the Commission shall ensure that contractors working on an FTA-funded capital project give a hiring preference, to the extent practicable, to veterans (as defined in Section 2108 of Title 5) who have the requisite skills and abilities to perform the construction work required under the contract. This subsection shall not be understood, construed or enforced in any manner that would require an employer to give preference to any veteran over any equally qualified applicant who is a member of any racial or ethnic minority, female, an individual with a disability, or former employee. For FHWA-funded capital projects, the Commission shall comply with the veteran's preference requirement, as set forth in 23 U.S.C. 114. E. Though not an all-inclusive listing, the following laws, regulations and code sections are applicable to Commission contracts: Federal Statute, Regulations, Policies, and Agreements Subject 249-CFR Part 2004-8 49 CFR Part 26 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal AwardsAdministrative Requirements for Grants & Cooperative Agreements Participation by Minority Business Enterprises; DBE Program FTA Circular 4220.1x ? Third Party Contracting Requirements FTA Circular 5010.1x Master Agreement FAR 23 U.S.C. 114 / 23 CFR 633 23 U.S.C. 315 / 49 CFR 1.48 Grant Management Guidelines Terms & Conditions of Grantee Administration of Projects Supported & Funded by the FTA FAR Part 31 — Contract Cost Principles and Procedures Form FHWA-1273 entitled "Required Contract Provisions Federal -Aid Construction Contracts." CA State Codes Section(s) Subject Civil Code Civil Code Code of Civil Procedure Government Code Government Code Government Code Labor Code Labor Code 9550-95663247 3-24g 3320 995.311 4525 et seq. 6250 - 6270 5956 et seq. 1777.1 1770-1780 Payment Bond Payments to Prime Design Professionals Bond Issuer Requirements Architect & Engineering Services Public Records Disclosure Infrastructure Projects Debarment by California Labor Commissioner Prevailing Wage, Work Hours, Certified Payroll Records, Apprentices Procurement Policy 46 Manual December September 20173 Revision: 322 155 CA State Codes Public Contract Code Public Contract Code Public Contract Code Public Contract Code Public Contract Code Public Contract Code Public Contract Code Public Contract Code Public Contract Code Public Contract Code Public Contract Code Public Contract Code Public Contract Code Public Contract Code Public Contract Code Public Contract Code Public Contract Code Public Contract Code Public Contract Code Public Utilities Code Public Utilities Code Public Utilities Code Section(s) 1103 Sub'ect 1104 3300 3400 4100 - 4114 5100 - 5107 6100 - 6610 6700 et. seq. 6820 et seq. 6800 6813 7100 - 7200 7-1-03 9201 - 92043 10335 et seq. 20101 20103.6 20103.8 20104-20104.6 20104.50 22300 130221 130232 130239 130232(c) Public Utilities Code 130232(d) Responsibility on Public Works Contracts Plans and Specifications Contractor's License Brand Name OR Equal; Restrictive Clauses Subcontracting Relief of Bidders Awarding of Contracts Construction Manager/General Contractor Authority Design/Build AuthorityDemonstration Program Contract Clauses, Non -Collusion Affidavit Payment Bond for Public Works >$25,000 Claims and Disputes Service Contracts Prequalification Limitation on Architect's Indemnity Obligation Alternative Bids Resolution of Construction Claims Progress Payments on Public Works Substitution of Securities Contracting With Other Government Agencies and Other Persons Award of Contracts Based On Price or Price and Other Factors; Bid Security; Emergency Procurements; Advertising; Immediate Remedial Measures; Rejecting Bids Authorization of Executive Director for Bid Expenditures <$50,000. Bid Security for Construction Work >$25,000 3.0 FTA/FHWA-FUNDED PROCUREMENT BY NON-COMPETITIVE (SOLE SOURCE) PROPOSALS A. Notwithstanding any other provision herein, federally funded contracts must comply with the federal requirements for non-competitive or sole source procurements. Non-competitive or sole source procurements are accomplished through solicitation of a proposal from only one source, or after solicitation of a number of sources, competition is determined inadequate. A contract change that amounts to a "cardinal change" or a "tag -on" as defined in FTA Circular 4220.1 f that involves a major deviation from the original purpose is considered a sole source procurement on a federally funded contract that must comply with this paragraph. 1. Procurement by noncompetitive proposals may be used only when the award of a contract is infeasible under small purchase procedures, Procurement Policy 47 Manual December September 20173 Revision: 322 156 competitive sealed bids, or competitive proposals and at least one of the following circumstances applies: a. The item is available only from a single source; b. The public exigency or emergency for the requirement will not permit a delay resulting from competitive solicitation; c. FTA/FHWA, as applicable, authorizes noncompetitive negotiations e.g., if FTA/FHWA, as applicable, provides a joint procurement grant or a research project grant with a particular firm or combination of firms, the grant agreement is the sole source approval; d. After solicitation of a number of sources, competition is determined inadequate; e. The item is an associated capital maintenance item as defined in 49 U.S.C. §5307(a)(1) that is procured directly from the original manufacturer or supplier of the item to be replaced. The grantee must first certify in writing to FTA: i. that such manufacturer or supplier is the only source for such item; and ii. that the price of such item is no higher than the price paid for such item by like customers; or f. Any other circumstance justifying sole source procurement set forth in the applicable federal rules and regulations. 2. A cost analysis, i.e., verifying the proposed cost data, the projections of the data, and the evaluation of the specific elements of costs and profit, is required. 4.0 DISADVANTAGED BUSINESS ENTERPRISE AND OTHER REQUIREMENTS A. In order to ensure the Commission's compliance with the federal DBE Program on all applicable procurements funded with United States Department of Transportation (DOT) dollars, the Commission will make reasonable efforts to utilize disadvantaged business enterprises in compliance with applicable federal regulations. B. The Commission's procurement process is structured to ensure that its DBE Program supports the Commission's commitment to promote, foster and utilize disadvantaged business enterprises as required and defined by applicable federal regulations. C. As a condition of funding assistance, and in accordance with DOT DBE regulations published in applicable federal regulations, the Commission is required to submit for approval a DBE Program and regular DBE goals, which it will make good faith efforts to achieve through procurement actions carried out under this Manual. Procurement Policy 48 Manual December September 201 Th Revision: 322 157 D. Pursuant to 2 CFR Part 200.321, the Commission shall also take affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area firms are used when possible on federally funded projects. 5.0 GEOGRAPHICAL PREFERENCES A. For any federallyFT4-funded contracts, except when procuring A-E services, the Commission is prohibited from using statutorily or administratively imposed in- state or local geographical preferences in the evaluation of bids or proposals unless federal statutes expressly mandate or encourage geographic preference. 6.0 REVENUE CONTRACTS A. The Commission may enter into revenue contracts with a third party whereby the primary purpose is to either generate revenues in connection with a transit -related activity or create business opportunities utilizing an FTA-funded asset. The FTA requires such third party revenue contracts to be awarded utilizing competitive selection procedures and principles. The extent of and type of competition required is within the discretionary judgment of the Commission. 7.0 STATUTORY AND REGULATORY REQUIREMENTS A. The Commission shall comply with applicable federal statutory and regulatory requirements (such as Davis -Bacon Act, DBE, Debarment and Suspension, Clean Air, Environmental and Conservation Requirements, Buy America and Cargo Preference) in carrying out federally -funded procurement actions under this Manual. Below is a contract clause matrix that is applicable to third -party contract provisions for federally funded contracts, excluding micropurchases and except for Davis -Bacon requirements which apply to construction contracts exceeding $2,000. The matrix should be reviewed at least annually for any regulatory changes. TYPE OF PROCUREMENT PROVISION Professional Services/A&E Operations/ Management Rolling Stock Purchase Construction Materials & Supplies No Federal Government Obligations to Third Parties (by Use of a Disclaimer) All All All All All False Statements or Claims Civil and Criminal Fraud All All All All All Access to Third Party Contract Records All All All All All Changes to Federal Requirements All All All All All Termination >$10,000 if 2 CFR Part >$10,000 if 2 CFR Part 200 >$10,000 if 2 CFR Part 200 >$10,000 if 2 CFR Part 200 >$10,000 if 2 CFR Part 200 20049 CFR Part 49 CFR Part 18 49 CFR Part 18 49 CFR Part 18 applies. 4-8-applies. applies. applies. 49 CFR Part 18 applies. Civil Rights (Title VI, ADA, EEO except Special DOL EEO clause for construction projects) All All All>$10,000 All All Procurement Policy Manual 49 December September 201 Th Revision: 322 158 Special DOL EEO clause for construction projects >$10,000 Disadvantaged Business Enterprises (DBEs) All All All All All * Incorporation of FTA Terms All All All All All Debarment and Suspension >$25,000 >$25,000 >$25,000 >$25,000 >$25,000 Buy America >$1050,000 As Feb. 2011, >$1500,000 As of Feb. 2011, FTA has not >$1500,000 As of Feb. 2011, has of has FTA not adopted the FAR i4n4-Q i cn nnn adopted the FAR i-n4-Q i cn nnn ��, FTA not adopted the FAR 2404-W0 nnn �� standard. standard. standard. Resolution of Disputes, Breaches, or Other Litigation >$100,000 >$100,000 >$100,000 >$100,000 >$100,000 TYPE OF PROCUREMENT PROVISION Professional Services/A&E Operations/ Management Rolling Stock Purchase Constructionterials Ma& Supplies Lobbying >$100,000 >$100,000 >$100,000 >$100,000 >$100,000 Clean Air >$1500,000 >$1500,000 >$1500,000 >$1500,000 >$1500,000 Clean Water >$1500,000 >$1500,000 >$1500,000 >$1500,000 >$1500,000 Cargo Preference Transport by ocean vessel. Transport by ocean vessel. Transport by ocean vessel. Fly America Foreign air transp./travel. Foreign air transp./travel. Foreign air transp./travel. Foreign air transp./travel. Foreign air transp./travel. Veterans Hiring Preference All Davis -Bacon Act >$2,000 (also ferries). Contract Work Hours and Safety Standards Act >$100,000 (transportation services excepted). >$100,000 >$100,000 (also ferries). Copeland Anti -Kickback Act Section 1 Section 2 All > $2,000 (also ferries). Bonding $100,000 Seismic Safety A&E for new buildings & additions. New buildings & additions. *Transit Employee Protective Arrangements Transit operations. * Charter Service Operations All * School Bus Operations All * Drug Use and Testing Transit operations. Procurement Policy Manual 50 December September 201 Th Revision: 322 159 * Alcohol Misuse and Testing Transit operations. Patent Rights R & D Rights in Data and Copyrights R & D Energy Conservation All All All All All Recycled Products EPA -selected items $10,000 or more annually. EPA -selected items $10,000 or more annually. EPA -selected items $10,000 or more annually. Conformance with ITS National Architecture ITS projects. ITS projects. ITS projects. ITS projects. ITS projects. ADA Access A&E All All All All Notification of Federal Participation for States Limited to States. Limited to States. Limited to States. Limited to States. Limited to States. * Applies only to FTA funding Caltrans Fiscal Provisions Checklist All contract fiscal provisions must utilize the language specified by Caltrans and set forth in the LAPM sample contract language fors Performance Period: Beginning date cannot be prior to the date Caltrans issues the conformance letter, if applicable. Allowable Costs and Payments: The contract method of payment must be one of the four methods required as listed in Section 10 Termination: The provision must contain language regarding termination for cause and convenience Per 23 CFR 172.9 (c)(1)(xii). Cost Principles and Administrative Requirements. * Travel and subsistence in accordance with DPA regulations * Maintain an accounting system that accumulates and segregates project costs * Accounting system must conform to GAAP Retention of Records/Audit. Audit Review Procedures, including the Audit Clause. Ensure use of appropriate clauses for (i) contracts $150,000 or greater; or (ii) Subcontracting Equipment Purchase State Prevailing Wage Rates. Conflict of Interest. Rebates, Kickbacks, or other Unlawful Considerations. Prohibition of Expending State or Federal Funds for Lobbying. * Specific provisions addressing these items are not included in LAPM form, but are required and are included in the RCTC model contract. Procurement Policy 51 Manual December September 20173 Revision: 322 160 CHAPTER 9 - DISPOSAL OF SURPLUS PROPERTY 1.0 DEFINITIONS A. "Surplus personal property" shall mean personal property of the Commission which is no longer needed or fit for its intended purpose or has exceeded its useful life. B. "Surplus real property" shall mean real property of the Commission which is no longer needed for a specified project. 2.0 DISPOSAL OF SURPLUS REAL PROPERTY A. Upon recommendation by the Executive Director, designated Commission staff may dispose of surplus real property in accordance with the RCTC Right of Way Policies and Procedures Manual. 3.0 DISPOSAL OF PERSONAL PROPERTY A. Upon recommendation by the Executive Director and in accordance with applicable state or federal funding requirements, designated Commission staff may dispose of all surplus and obsolete personal property by donation, bid, auction, negotiated sale or exchange. If the disposal of such items is conducted by bid, the sale shall be conducted in accordance with generally accepted best practices and applicable laws and regulations. The Commission staff shall attempt to obtain the best value for the property that can reasonably be obtained. Procurement Policy 52 Manual December September 201 Th Revision: 322 161 CHAPTER 10 - OTHER PROCUREMENT MATTERS 1.0 DISPUTES, CLAIMS, AND CHANGES —DEFINITIONS A. Change Orders — the commercial and technical resolution of a contract modification. The change order document can be unilateral or bilateral in execution. B. Potential Claim — written notice provided to the Commission by the contractor when the: 1. Parties are unable to reach bilateral agreement on a change and the contractor is provided a unilateral change order ("protest"); or, 2. Contractor perceives that it is entitled to additional compensation (time or money) for something it believes to constitute extra work performed or to be performed. C. Claim — differences that have developed during the contract, under protest or under notice of potential claim, which are not resolved at the time the contractor returns the proposed final pay estimate. D. Dispute — a disagreement between the parties as to the merits, amount or remedy arising out of an issue in controversy, including a disagreement regarding a Claim or asserted default. E. Amendment — a modification considered outside the original contract scope or terms and formalized with a written agreement signed by both parties. 2.0 DISPUTES, CLAIMS, AND CHANGES —GENERAL A. The Procurement Officer is responsible for documenting negotiation activities for the record, and should be present at all professional services and construction contract negotiations. B. The Procurement Officer or project manager, as required, prepares the appropriate documentation (e.g., change order forms) for review and approval by the Commission's Executive Director or Commission, prior to issuance to the consultant/contractor for signature. This document includes full definition of work scope, impact on DBE goals, definition of time and schedule impacts, and price. The change order language stipulates that the agreed -upon terms are all inclusive, and no other relief will be available regarding this work. 1. For federallyFT-4--funded contracts, any damages recovered must be credited to the project involved unless the FTA/FHWA, as applicable, permits otherwise. 2. For federally€TA funded contracts, change orders that amount to cardinal changes or tag-ons shall comply with Chapter 8, Section 3.0(A). 3.0 TERMINATION A. All Commission contracts exceeding $25,000 should contain provisions enabling the Commission to terminate such contracts for the convenience of the Commission, and all federally funded contracts must contain such provisions. Procurement Policy 53 Manual December September 201 Th Revision: 322 162 These provisions should specify the manner in which such termination will be effected and the basis for settlement. There should also be included in such contracts appropriate provisions specifying causes for which the contracts may be terminated for default. B. Terminations for Convenience of the Commission 1. Commission contracts will be terminated for convenience only when this is determined to be in the best interests of the Commission. In lieu of issuing a notice of termination for convenience, the Procurement Officer will effect a no -cost settlement agreement where possible and appropriate. 2. Formal written notice to the contractor is necessary to terminate a contract for convenience. Such notice will state that the contract is being terminated pursuant to the termination for convenience provision of the contract, the effective date, the extent of termination and instructions to the contractor to cease performance under the contract. 3. The Procurement Officer will negotiate a no -cost settlement with the contractor if possible. Otherwise, the Procurement Officer will negotiate an appropriate settlement agreement with the contractor pursuant to the provisions of the termination for convenience clause of the contract. C. Terminations For Default 1. If a contractor's right to proceed is terminated for default, the Commission may take over and complete the work or cause it to be completed, and the contractor and his sureties, if any, shall be liable to the Commission for any increased costs caused thereby. The contractor and his sureties should, in addition to increased costs in completing the work, be liable for liquidated damages, if liquidated damages are provided in the contract, or for actual damages, if liquidated damages are not so provided. 2. If the Procurement Officer determines that the contractor's failure to perform arises from causes which are excusable under the terms of the contract, the Procurement Officer shall not terminate the contractor's right to proceed, nor shall he/she charge the contractor with liquidated damages (or if no liquidated damages, then actual damages) because of any delays occasioned by such causes. 3. Where the surety does not complete performance of the contract, the Procurement Officer normally will complete the performance of work by awarding a new contract based on the same plans and specifications. Such award may be the result of competitive bidding or negotiation; whichever procedure is most appropriate under the circumstances. The Procurement Officer must use reasonable diligence to obtain the lowest price available for completion. 4. If, after due consideration, the Procurement Officer determines that termination is not in the best interest of the Commission although the contractor is in default, the Procurement Officer may permit the contractor to continue the work, and the contractor and his sureties shall be liable to Procurement Policy 54 Manual December September 201 Th Revision: 322 163 the Commission for liquidated damages, as specified in the contract, or if liquidated damages are not so specified, for any actual damages occasioned by the failure of the contractor to complete the work in accordance with the terms of the contract. 5. Any provision for a liquidated damages assessment must be at a specific rate per day for each day of overrun and must be specified in the contract. a. For FTA-funded contracts, any damages recovered must be credited to the project involved unless the FTA permits otherwise. 4.0 BONDS, OTHER SECURITIES AND INSURANCE A. The Commission should specify bonding, in compliance with applicable federal and state requirements for all public works contracts. 1. In general, all construction contracts over $25,000 require a payment bond in the amount of 100% of the contract value. 2. All FTA-funded construction contracts over $100,000 require a performance bond in the amount of 100% of the contract value and a bid guarantee in the amount of no less than 5% of the contract value. 3. Bids for construction of facilities where the work is anticipated to exceed $25,000 require bid security as set forth in PUC § 130232. B. The Procurement Officer may require any of the following types of security for any solicitation or contract subject to this Manual, other than a small purchase, regardless of the estimated amount of the contract: 1. Bid bonds; 2. Other bid or proposal security; 3. Construction performance and payment bonds; and 4. Performance or payment bonds or other security on non -construction contracts. C. Requirement for Bonds To Be Executed By An Admitted Surety Insurer 1. California Code of Civil Procedure § 995.311 calls for any bond required on a public works contract to be executed by an admitted surety insurer. 2. The Commission has a duty to verify that an admitted surety insurer executes the bond. The Procurement Officer should print out information from the website of the California Department of Insurance (http://www.insurance.ca.gov/docs/FS-CompanyProfiles.htm) confirming that the surety is an admitted surety insurer and attach it to the bond. D. For federally funded procurements, the Commission shall not require unnecessary experience or excessive bonding. Procurement Policy 55 Manual December September 201 Th Revision: 322 164 5.0 CONTRACT CLOSEOUT A. A completed contract is one which is both physically and administratively complete and in which all aspects of contractual performance have been accomplished, terminated, or otherwise disposed of by contract modification. A contract is physically complete only after all articles and services called for under the contract, including such related items as reports, spare parts, and exhibits, have been delivered to and accepted by the Commission, including those articles and services for which no specific compensation may have been stipulated. A contract is administratively complete when all payments have been made and administrative actions accomplished. B. The project manager, in cooperation with the Procurement Officer, is responsible for review of the contract file and obtaining all necessary documentation to ensure that: (1) all deliverables and/or services (including any reports) required under the contract have been received and accepted; (2) the terms and conditions of the contract have been complied with; (3) disposition of accountable property under the contract has been accomplished; all necessary actions including final payment and releases required to close the contract are completed and documented. C. Small purchase files should be considered closed when the Procurement Officer receives evidence of receipt of property and final payment. D. A contract file should not be closed in any of the following situations: 1. If the contract is the subject of a claim or dispute; 2. If the contract is in litigation or under appeal; 3. In the case of a termination, if all termination actions have not been completed; or 4. If state or federal approval is required and has not been received. Procurement Policy 56 Manual December September 201 Th Revision: 322 165 CHAPTER 11- PAYMENT 1.0 COMMISSION PAYMENT PROCESS A. The Commission will promptly process all contract payments with necessary controls to assure compliance with all contract terms and conditions in accordance with internal procedures recommended by the Chief Financial Officer and authorized by the Executive Director. B. The Procurement Officer should clearly specify in solicitations and contracts the form and content of an acceptable invoice, including a requirement that invoices be sequentially numbered, that they contain a date and contract number and the services for which they are invoicing, the period of performance being invoiced, and to whom invoices are to be sent. 2.0 PROGRESS PAYMENTS A. The Commission may provide for progress payments under contracts that require long time periods to complete contract performance or if the use of progress payments contributes to the effective and efficient administration of consultant/contractor work. Progress payments will be made on the basis of allowable costs incurred by the consultant/contractor, and the stage of completion of the contract. 1. Criteria. Contract clauses providing for progress payments should be used when the investment in work and progress is expected to be great enough to add substantial costs to the contract or strain the consultant/contractor's cash flow or ability to obtain financing. Under no circumstances should payments exceed the consultant/contractor's physical completion of the Work, nor should they amount to advance payments. Progress payments can be based on a periodic voucher for expenditures, a milestone, or the Commission's estimate of work accomplished as defined in the contract. 2. For federally funded procurements, the Commission must obtain adequate security (i.e., title to work in progress; letter of credit) for any progress payments made. 3. For FTA-funded procurements, advance payments are prohibited unless prior written concurrence is obtained from the FTA. B. Progress Payments on Public Works In accordance with PCC § 20104.50, the Commission must make progress payments within 30 days after receipt of an undisputed and properly submitted payment request from a contractor on a construction contract. If the Commission fails to make timely payment, the Commission may be required to pay interest to the contractor equivalent to the legal rate set forth in subdivision (s) of Section 685.010 of the Code of Civil Procedure. C. Progress Payments and Retentions on Architect, Engineer, and Land Surveyor Contracts Procurement Policy 57 Manual December September 20173 Revision: 322 166 Pursuant to California Civil Code §3320, for any contract for public works or improvement, the Commission shall pay to the prime design professional any progress payment within 30 days of receipt of a written demand for payment in accordance with the contract, and the final retention payment, if applicable, within 45 days of receipt of a written demand for payment in accordance with the contract. If any amount is wrongfully withheld or is not timely paid, the prime design professional should be entitled to a penalty of PA percent for the improperly withheld amount, in lieu of any interest otherwise due, per month for every month that payment is not made. 3.0 PROMPT PAYMENT TO SUBCONTRACTORS —FEDERALLY FUNDED AGREEMENTS A. In accordance with 49 CFR Part 26, Commission contracts above the small purchase threshold must require that the prime contractor or subcontractor shall pay to any subcontractor, not later than 7 days of receipt of each progress payment from the Commission, unless otherwise agreed to in writing, the respective amounts paid to the contractor on account for the work performed by the subcontractors, to the extent of each subcontractor's interest therein. The Commission contract may provide that, in the event that there is a good faith dispute over all or any portion of the amount due on a progress payment from the prime contractor or subcontractor to a subcontractor, then the prime contractor or subcontractor may withhold no more than 150 percent of the disputed amount. B. The Commission must also require the prompt return of retainage payments from the prime contractor to the subcontractor within 7 days after the subcontractor's work is satisfactorily completed. 4.0 PAYMENT OF RETENTION ON PUBLIC WORKS CONTRACTS A. Pursuant to PCC § 7107, within 60 days after the date of completion of the work of improvement, the Commission must release any retention withheld except funds withheld to satisfy outstanding stop notices or otherwise properly withheld. In the event of a dispute between the Commission and the original contractor, the Commission may withhold from the final payment an amount not to exceed 150 percent of the disputed amount. 5.0 REQUEST FOR PAYMENT CERTIFICATION A. All contracts above the small purchase threshold may contain a clause, which requires the contractor to submit with each request for payment, a certification that the claim for payment is true, correct, and for services rendered and/or supplies delivered in accordance with the contract. B. The user department/project manager will disapprove and Accounts Payable will return unpaid any request for payment which does not contain the certification when required. Procurement Policy 58 Manual December September 201 Th Revision: 322 167 REVISION HISTORY: Revision No. Revisions Adopted 0 Adopted by the Commission 7/11/12 1 Adopted by the Commission 12/12/12 2 Adopted by the Commission 9/9/15 {pending} 3 Adopted by the Commission pending Procurement Policy 59 Manual December September 201 Th Revision: 322 168 ATTACHMENT 2 RESOLUTION NO. 17-016 RESOLUTION OF THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION REGARDING THE REVISED PROCUREMENT POLICY MANUAL WHEREAS, the Commission previously adopted Resolution No. 15-017, "Resolution of the Riverside County Transportation Commission Regarding the Revised Procurement Policy Manual"; and WHEREAS, the Commission received corrective action recommendations from the California Department of Transportation as a result of an incurred cost audit completed in October 2017; WHEREAS, the Commission is required to comply with the Office of Management and Budget's issuance of the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Grant Guidance); and WHEREAS, the Commission desires to update its procurement policies and procedures to continue to be a comprehensive, useful framework and incorporate best practices for the Commission's procurements. NOW, THEREFORE, the Riverside County Transportation Commission does hereby resolve as follows: Section 1. Section 2. The Procurement Policy Manual previously adopted on September 9, 2015, is hereby replaced in its entirety by the revised Procurement Policy Manual, set forth in Attachment 1, attached hereto and incorporated herein. The Riverside County Transportation Commission hereby approves and adopts the Procurement Policy Manual, as revised, to be effective immediately. 169 APPROVED AND ADOPTED this 13th day of December, 2017. John F. Tavaglione, Chairman Riverside County Transportation Commission ATTEST: Tara Byerly, Deputy Clerk of the Board Riverside County Transportation Commission 170 AGENDA ITEM 8H RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: December 13, 2017 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Shirley Medina, Planning and Programming Director THROUGH: Anne Mayer, Executive Director SUBJECT: SB 132 Agreement for Hamner Avenue Bridge Replacement BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve Agreement No. 18-31-074-00 with Riverside County (County) and the cities of Eastvale and Norco for the Hamner Avenue Bridge Replacement project that received an allocation of SB 132 funds; and 2) Authorize the Executive Director, pursuant to legal counsel review, to execute the agreement and any future amendments considered minor, with the exception of changes to funding of non-SB 132 funds. BACKGROUND INFORMATION: SB 132 was passed by the state Legislature and signed by the Governor on April 28, 2017 as part of the budget trailer bill. SB 132 created the Riverside County Transportation Efficiency Corridor and allocates $427,172,000 for five projects in Western Riverside County. These projects and funding amounts are specifically called out in the bill as follows: Project Description Amount 91 Toll Connector to Interstate 15 $ 180,000,000 Interstate 15/Limonite Interchange 48,000,000 McKinley Grade Separation 84,450,000 Hamner Bridge Widening 6,322,000 Jurupa Road Grade Separation 108,400,000 Total $ 427,172,000 The SB 132 funds are to be administered by the Commission. Invoices for work on these local agency projects will be submitted by the County to the Commission for review and approval, and the Commission will then submit invoices to Caltrans Division of Local Assistance for payment. Upon receipt of payment from the state, the Commission will reimburse the County. Each project agreement will include language reflecting SB 132 funding reimbursements. Agenda Item 8H 171 On March 8, 2016, the County and the cities of Eastvale and Norco entered into an agreement for the project approval and environmental documentation (PA&ED) phase. An amendment to this agreement is required to include the Commission as a party to the agreement for the administration of SB 132 funds and adds the remaining components of final design, right of way, and construction phases. The amendment also describes the roles and responsibilities of the parties, updated costs, and standard indemnification clauses. The Hamner Avenue Bridge project will reconstruct and widen the roadway approaches connecting to the new bridge over the Santa Ana River. In addition to SB 132 funds in the amount of $6,322,000, the project is also being funded with federal Highway Bridge Program funds in the amount of $49,877,000 and $126,000 of Western Riverside County Transportation Uniform Mitigation Fee Northwest Zone program funds. Of the five SB 132 projects, the County is the lead for three projects: I-15/Limonite Interchange, Jurupa Road Grade Separation, and the Hamner Avenue Bridge projects. At the November 2017 Commission meeting, the agreements for the I-15/Limonite Interchange and Jurupa Road Grade Separation projects were approved. SB 132 requires all funds appropriated to the projects are encumbered and liquidated by June 30, 2023. The local agency costs and related SB 132 funds will pass through the Commission; however, the funding is limited to the SB 132 funds allocated to each project. This agreement does not commit the Commission to funding above the allocated amount cited in SB 132. Staff recommends authorization for the Executive Director, pursuant to legal counsel review to execute the agreement and any future amendments considered minor except for funding changes. Financial Information In Fiscal Year Budget: N/A Year: FY 2018/19+ Amount: $6,322,000 Source of Funds: SB 132 Funds Budget Adjustment: N/A 003040 415 41510 605 3141501 $6,322,000 SB 132 revenues 003040 81101 605 3181101 $390,000 PA&ED GL/Project Accounting No.: 003040 81102 605 3181102 $218,000 Final Design 003040 81401 605 31 81401 $149,000 Right of Way 003040 81304 605 31 81301 $5,565,000 Construction Fiscal Procedures Approved: \Yle,ud Date: 11/15/2017 Attachment: Draft Agreement No. 18-31-074-00 (Hamner Bridge Replacement) Agenda Item 8H 172 ATTACHMENT 1 Hamner Avenue Bridge Replacement over Santa Ana River (Br.No.56C0446) AMENDMENT 1 AMENDMENT TO SERVICE AGREEMENT FOR PROJECT APPROVAL AND ENVIRONMENTAL DOCUMENTATION (PA/ED) PHASE BY AND AMONG COUNTY OF RIVERSIDE, CITY OF EASTVALE, CITY OF NORCO, AND RIVERSIDE COUNTY TRANSPORTATION COMMISSION FOR HAMNER AVENUE BRIDGE REPLACEMENT OVER SANTA ANA RIVER THIS Amendment (hereinafter the "AMENDMENT") to an agreement is made and entered into as of this day of , 2017, by and among the County of Riverside, (hereinafter "COUNTY'), the City of Eastvale, (hereinafter "EASTVALE"), the City of Norco (hereinafter "NORCO"), and the Riverside County Transportation Commission (hereinafter "COMMISSION") to perform the preliminary engineering, conduct the environmental studies and prepare the environmental documentation for environmentally clearing a project known as Hamner Avenue Bridge Replacement over Santa Ana River (Br.No.56C0446) including the reconstruction and widening of the roadway approaches connecting to the new bridge (hereinafter "PROJECT"). EASTVALE and NORCO collectively are sometimes hereinafter referred to as "CITIES'. The COUNTY, EASTVALE, NORCO, and COMMISSION are sometimes hereinafter referred to individually as the "PARTY' and collectively as the "PARTIES'. RECITALS A. On October 8, 2013, COUNTY entered into a Transportation Uniform Mitigation Fee (TUMF) Funding Agreement with the Western Riverside Council of Governments (WRCOG) for the Hamner Avenue Bridge Project. This agreement authorized TUMF funding in the amount of $250,000 for the planning and environmental phase of the PROJECT. Additional TUMF funding for the PROJECT may be added by future amendments, provided that additional TUMF revenues become available. $124,000 of the TUMF funding has already been expended to develop concept plans and cost estimates, and the Hamner Avenue Bridge Replacement over Santa Ana River Project has been successfully programed in the Highway Bridge Program (HBP) Multi —Year Plan to receive federal funds. Service Agreement for PA/ED Phase — Amendment 1 173 1 Hamner Avenue Bridge Replacement over Santa Ana River (Br.No.56C0446) B. On March 8, 2016, COUNTY, EASTVALE, and NORCO entered into an agreement entitled "Service Agreement for Project Approval and Environmental Documentation (PA/ED) Phase by and Among County of Riverside, City of Eastvale, and City of Norco for Hamner Avenue Bridge Replacement Over Santa Ana River." The Agreement provides the terms and conditions, a brief scope of work, and the budget and funding sources to perform preliminary engineering, conduct environmental studies and prepare the environmental documentation for clearing the Hamner Avenue Bridge Replacement over Santa Ana River (Br.No.56C0446) including the reconstruction and widening of the approach roadways connecting to the new bridge. C. On April 3, 2017, the California Senate passed Senate Bill Number 1 (hereinafter "SB-1 ") which created a Road Maintenance and Rehabilitation Funding Program to address deferred maintenance on the state highway system and the local street and road system. D. On April 6, 2017, the California Senate amended Senate Bill Number 132 (hereinafter "SB-132") which added appropriation to the budget bill to provide $427,172,000 for the Riverside County Transportation Efficiency Corridor. E. SB-132 includes provisions for providing funding in the amount of $6,322,000 to reconstruct the Hamner Avenue Bridge at Santa Ana River as one of the five projects included in the Riverside County Transportation Efficiency Corridor. F. SB-132 funding requirements include a stipulation that all funds appropriated for the PROJECT must be encumbered and liquidated by June 30, 2023. G. SB-132 funds for the Hamner Avenue Bridge will be distributed through the COMMISSION. H. The COUNTY, EASTVALE, and NORCO desire to amend the Agreement dated March 8, 2016 to include the COMMISSION as party to the Agreement for the administration of SB 132 funds. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the PARTIES agree as follows: "SECTION 1 • COUNTY shall:" paragraphs are amended as noted below: 1. (Revised and Replaced) Act on behalf of the CITIES as the Agency responsible for performing the preliminary engineering, conducting the environmental studies, and preparing the environmental documentation to secure the CEQA and the NEPA clearance for the PROJECT. All services are dependent on the continued availability Service Agreement for PANED Phase — Amendment 1 174 2 Hamner Avenue Bridge Replacement over Santa Ana River (Br.No.56C0446) of the federal HBP funds, and the matching local funds from regional and/or local funding sources, including the SB-132, TUMF, EASTVALE and NORCO as detailed in the revised and replaced Exhibit "A", ("the Project Factsheet"), attached hereto and incorporated herein by reference as if fully set forth herein. COUNTY is providing services on a reimbursable basis and has absolutely no obligation with regard to COUNTY funding for any portion of the PROJECT. 3. (Revised and Replaced) Submit invoices to State, WRCOG, and the COMMISSION periodically, but not more frequent than monthly, for reimbursement of PROJECT costs. (The Following Paragraphs are new and added to SECTION 1) 4. Reimburse EASTVALE in an amount not to exceed $25,000 for project coordination costs incurred during PA/ED Phase. 5. Reimburse NORCO in an amount not to exceed $50,000 for project coordination costs incurred during PA/ED Phase and as the Lead Agency for reviewing and considering the CEQA Document as necessary for PROJECT approval. SECTION 1A (A new Section 1A is added and incorporated herein) COMMISSION Shall: 1. Reimburse COUNTY, pursuant to COUNTY invoices, for PROJECT costs out of SB 132 funds made available for PROJECT as allowed under regulations established for SB-132 funding. 2. Submit invoices to STATE, and provide payment to COUNTY pursuant to COUNTY invoices within 30 days of receipt of COMMISSION payment from STATE. "SECTION 2 • EASTVALE shall:" paragraphs are amended as noted below: 1. (Deleted) 4. (Deleted) (The Following Paragraph is new and added to SECTION 2) 5. Bill COUNTY monthly for PROJECT coordination costs in accordance with regulations established for SB-132 funding. COUNTY will include said billings as part of the monthly billings to be submitted by COUNTY to COMMISSION. "SECTION 3 • NORCO shall:" paragraphs are amended as noted below: Service Agreement for PA/ED Phase — Amendment 1 175 3 Hamner Avenue Bridge Replacement over Santa Ana River (Br.No.56C0446) 2. (Deleted) 5. (Deleted) (The Following Paragraph is new and added to SECTION 3) 6. Bill COUNTY monthly for PROJECT coordination costs in accordance with regulations established for SB-132 funding. COUNTY will include said billings as part of the monthly billings to be submitted by COUNTY to COMMISSION. "SECTION 4 • IT IS FURTHER MUTUALLY AGREED AS FOLLOWS:" paragraphs are amended as noted below: 2. (Revised and Replaced) After the completion of PA/ED Phase, the continued implementation of the PROJECT depends primarily on the availability and authorization of HBP funds, and the matching local funds from regional and/or local funding sources, including the SB-132, TUMF, EASTVALE and NORCO. In the event that adequate funds are not available to move forward or to complete the PROJECT, PARTIES agree to meet and confer and collectively work to identify adequate funding for a period of six months from the approval date of the NEPA document, which is the completion date of the PANED Phase. During or at the end of this period, if PARTIES are not successful to secure the necessary funds for the subsequent phases of the PROJECT, the "Project Closure During Preliminary Engineering (PE)" as provided in "Article 6.7.6" of the "Chapter 6, Highway Bridge Program (HBP, formerly Highway Bridge Replacement and Rehabilitation Program or HBRRP)" of the State's Local Assistance Program Guidelines (LAPG) shall be implemented. 6. (Revised and Replaced) The revised and replaced Factsheet provides for a brief PROJECT scope of work, preliminary cost estimates by project phase and the anticipated funding sources to cover these costs. COUNTY and CITIES mutually understand and agree that the cost and schedule information provided in the Factsheet are approximate in nature and subject to change and refinement as the PROJECT is developed and detailed information became available. The information is based on limited preliminary studies performed with the sole purpose of programming the project in the Federal Transportation Improvement Program (FTIP) and to assist the CITIES with initial long term fiscal planning for the matching local funds. The Project Budget Form, which will be reviewed and updated at the start of each fiscal year, shall be the sole source of up to date project budget and schedule information for fiscal planning and necessary adjustments. 8. (Revised and Replaced) Neither COUNTY nor any officer or employee thereof shall be responsible for Service Agreement for PANED Phase — Amendment 1 176 4 Hamner Avenue Bridge Replacement over Santa Ana River (Br.No.56C0446) any damage or liability occurring by reason of anything done or omitted to be done by CITIES or COMMISSION under or in connection with any work, authority or jurisdiction delegated to CITIES or COMMISSION under this Agreement. It is further agreed that pursuant to Government Code Section 895.4, CITIES and COMMISSION shall fully indemnify and hold COUNTY harmless from any liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by CITIES or COMMISSION under or in connection with any work, authority or jurisdiction delegated to CITIES and COMMISSION under this Agreement. 9. (Revised and Replaced) Neither CITIES and COMMISSION nor any officer or employee thereof shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by COUNTY under or in connection with any work, authority or jurisdiction delegated to COUNTY under this Agreement. It is further agreed that pursuant to Government Code Section 895.4, COUNTY shall fully indemnify and hold CITIES and COMMISSION harmless from any liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by COUNTY under or in connection with any work, authority or jurisdiction delegated to COUNTY under this Agreement. 15. (Revised and Replaced) Neither the CITIES nor COUNTY or COMMISSION shall assign this Agreement without the written consent of the others. 17. (Revised and Replaced) This Agreement is the result of negotiations between the parties hereto, and the advice and assistance of their respective counsel. The fact that this Agreement was prepared and amended as a matter of convenience by CITIES, COMMISSION, or COUNTY shall have no importance or significance. Any uncertainty or ambiguity in this Agreement shall not be construed against the party that prepared it in its final form. 18. (Revised and Replaced) Any waiver by COUNTY, COMMISSION, or CITIES of any breach by any other party of any provision of this Agreement shall not be construed to be a waiver of any subsequent or other breach of the same or any other provision hereof. Failure on the part of COUNTY, COMMISSION, or CITIES to require from any other party exact, full and complete compliance with any of the provisions of this Agreement shall not be construed as in any manner changing the terms hereof, or stopping COUNTY, COMMISSION, or CITIES from enforcing this Agreement. 19. (Revised and Replaced) The Agreement dated March 8, 2016 and amended here by this Amendment 1, and the Revised Exhibit "A" attached herein contain the entire agreement between the PARTIES, and are intended by the PARTIES to completely state the Agreement in full. Any agreement or representation respecting the matters dealt with herein or the duties of any party in relation thereto, not expressly set forth in this Agreement, is null Service Agreement for PANED Phase - Amendment 1 177 5 Hamner Avenue Bridge Replacement over Santa Ana River (Br.No.56C0446) and void. 23 (Revised and Replaced) All notices, demands, invoices, and other communications required or permitted hereunder shall be in writing and delivered to the following addresses or such other address as the PARTIES may designate: COUNTY: EASTVALE: County of Riverside Transportation Department City of Eastvale Attn: Patty Romo, Director of Transportation Attn: Michele Nissen, City Manager 4080 Lemon Street, 8th Floor 12363 Limonite Ave, Suite 910 Riverside, CA 92501 Eastvale, CA 91752 Phone: (951) 955-6740 Phone: (951) 703-4411 Fax: (951) 955-3198 Fax: (951) 361-0888 NORCO: COMMISSION: City of Norco Riverside County Transportation Commission Attn: Andy Okoro, City Manager Attn: Anne Mayer, Executive Director 2870 Clark Avenue 4080 Lemon Street, 3rd Floor Norco, CA 92860 Riverside, CA 92502 Phone: (951) 270-5611 Phone: (951) 787-7141 Fax: (951) 270-5622 (The Following Paragraphs are new and added to SECTION 4) 25. The recitals set forth at the beginning of the Agreement and this Amendment are incorporated herein by this reference. 26. COMMISSION is not responsible or liable for providing any funding for PROJECT other than those funds made available pursuant to SB 132. 27. Nothing in this AGREEMENT shall be construed to prevent or preclude COUNTY from expending funds on the PROJECT prior to the execution of the AGREEMENT, or from being reimbursed for such expenditures. Service Agreement for PANED Phase — Amendment 1 178 6 Hamner Avenue Bridge Replacement over Santa Ana River (Br.No.56C0446) 28. In light of the fact that this Agreement has been amended, any references to this Agreement found in this Agreement shall be interpreted to refer to the Agreement as amended. Similarly, any reference to Exhibit "A" within this Agreement shall refer to the Revised Exhibit "A," which is attached to this Amendment 1. 29. This Amendment 1 may be executed in one or more counterparts and when a counterpart shall have been signed by each party hereto, each shall be deemed an original, but all of which constitute one and the same instrument. [Signatures of Parties on Following Page(s)] Service Agreement for PA/ED Phase — Amendment 1 179 7 Hamner Avenue Bridge Replacement over Santa Ana River (Br.No.56C0446) CITY OF EASTVALE APPROVED BY: Dated: APPROVALS PRINTED NAME TITLE APPROVED AS TO FORM: Dated: PRINTED NAME TITLE ATTEST: Dated: PRINTED NAME TITLE CITY OF NORCO APPROVED BY: Dated: PRINTED NAME TITLE APPROVED AS TO FORM: Dated: PRINTED NAME TITLE ATTEST: Dated: PRINTED NAME TITLE Engineering Services Agreement — Amendment # 1180 8 Hamner Avenue Bridge Replacement over Santa Ana River (Br.No.56C0446) COUNTY OF RIVERSIDE RECOMMENDED FOR APPROVAL: Dated: Patricia Romo, Director of Transportation APPROVED AS TO FORM: Gregory P. Priamos, County Counsel Dated: By Deputy APPROVAL BY THE BOARD OF SUPERVISORS: Dated: PRINTED NAME Chairman, Riverside County Board of Supervisors ATTEST: Dated: Kecia Harper -Them Clerk of the Board (Seal) COMMISSION: APPROVED BY: Dated: PRINTED NAME TITLE APPROVED AS TO FORM: Dated: PRINTED NAME TITLE ATTEST: Dated: PRINTED NAME TITLE Engineering Services Agreement — Amendment # 1181 9 AGENDA ITEM 81 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: December 13, 2017 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Shirley Medina, Planning and Programming Director THROUGH: Anne Mayer, Executive Director SUBJECT: Adopt Resolution No. 17-018 "A Resolution of the Riverside County Transportation Commission Superseding Resolution No. 05-012 and Adopting An Updated Policy Designating Officials Authorized To execute Agreements, Ordinances, and Resolutions" BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to adopt Resolution No. 17-018, "A Resolution of the Riverside County Transportation Commission Superseding Resolution No. 05-012 and Adopting an Updated Policy Designating Officials Authorized to Execute Agreements, Ordinances, and Resolutions". BACKGROUND INFORMATION: The California Department of Transportation (Caltrans) requested staff to provide an updated resolution designating officials authorized to execute, on behalf of the Commission, agreements, resolutions, ordinances, and any other related documents approved by the Commission. Although the current Resolution No. 05-012, which was adopted in 2005, is still consistent with the Commission's designation of signature authority, this new resolution will satisfy Caltrans' request to update or reaffirm the Commission's designated officials including the Chair, Vice -Chair, Executive Director, Deputy Executive Director, and Clerk of the Board to attest as to the authenticity of signature. Adoption of the updated resolution will ensure the processing of future agreements and reimbursement of funds. Therefore, staff recommends adopt Resolution No. 17-018. There is no fiscal impact to the Commission's budget. Attachment: Resolution No. 17-018 Agenda Item 81 182 RESOLUTION NO. 17-018 A RESOLUTION OF THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION SUPERSEDING RESOLUTION NO. 05-012 AND ADOPTING AN UPDATED POLICY DESIGNATING OFFICIALS AUTHORIZED TO EXECUTE AGREEMENTS, ORDINANCES, AND RESOLUTIONS WHEREAS, the Riverside County Transportation Commission (Commission) is authorized under state law, including Sections 130000 et seq. of the Public Utilities Code, to enter into binding agreements with public and private parties for a variety of purposes, and also to enact resolutions and ordinances; and WHEREAS, the Commission is eligible to receive Federal and/or State funding for certain Transportation Projects, through the California Department of Transportation; and WHEREAS, various agreements, including but not limited to Master Agreements, Program Supplemental Agreements, Fund Exchange Agreements and/or Fund Contribution/Transfer Agreements need to be executed with the California Department of Transportation before such funds could be claimed; and WHEREAS, the Commission wishes to delegate authorization to execute agreements, and any amendments thereto, to designated officials on behalf of the Commission. NOW, THEREFORE, BE IT RESOLVED by the Riverside County Transportation Commission, as follows: Section 1. The chairperson of the Commission shall be authorized to execute agreements, resolutions and ordinances on behalf of the Commission, including but not limited to Master Agreements, Program Supplemental Agreements, Fund Exchange Agreements and/or Fund Contribution/Transfer Agreements with the California Department of Transportation, which have been approved by the Commission. When the Chairperson is not available, the Vice - Chairperson shall be so empowered. Section 2. The Executive Director shall be authorized to execute agreements on behalf of the Commission, including but not limited to Master Agreements, Program Supplemental Agreements, Fund Exchange Agreements and/or Fund Contribution/Transfer Agreements with the California Department of 183 Transportation, which have been approved by the Commission. When the Executive Director is not available, the Deputy Executive Director shall be so empowered. Section 3. Where it is necessary for the signature of the Chair, Vice - Chairperson, Executive Director, or Deputy Executive Director to be attested, the Clerk of the Commission or her designee shall be authorized to attest as to the authenticity of such signature. Section 4. This Resolution supersedes Resolution No. 05-012 of the Commission. APPROVED AND ADOPTED this 13th day of December, 2017. John F. Tavaglione, Chairman Riverside County Transportation Commission ATTEST: Tara Byerly, Deputy Clerk of the Board Riverside County Transportation Commission 184 AGENDA ITEM 8J RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: December 13, 2017 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Jennifer Crosson, Toll Operations Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Amendment to the Agreement for RCTC 91 Express Lanes Traffic and Revenue Study Services WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve Agreement No. 10-31-099-07, Amendment No. 7 to Agreement No. 10-31-099-00, with Stantec Consulting Services Inc. (Stantec) for investment grade traffic and revenue study services for an additional amount of $635,000, for a total amount not to exceed $2,050,877; 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 to the FY 2017/18 budget of $635,000 for professional services expenditures. BACKGROUND INFORMATION: In September of 2010, the Commission entered into Agreement No. 10-31-099-00 with Stantec for the purpose of providing investment grade traffic and revenue study services for the State Route 91 Corridor Improvement Project (91 Project). The traffic and revenue study services performed by Stantec included assumptions regarding traffic volumes and toll revenues used to successfully complete the financing of the 91 Project. The financing resulted in the issuance of $176.7 million of toll revenue bonds and execution of a $421.1 million Transportation Infrastructure Finance and Innovation Act loan to be repaid with net toll revenue generated from the RCTC 91 Express Lanes (91 Express Lanes). To ensure the toll rates on the 91 Express Lanes were consistent with the assumptions put forth in the traffic and revenue study, Stantec assisted with the development of the 91 Express Lanes toll policy adopted by the Commission on June 7, 2012. Stantec assisted with the development of the opening day toll rates presented to the Commission in October 2016 in advance of the 91 Express Lanes opening. Agenda Item 8J 185 On March 20, 2017, the 91 Express Lanes opened and commenced toll collection. The actual traffic volumes have exceeded projected traffic volumes and the toll policy, as adopted in 2012, has required evaluation to adequately manage the unanticipated demand. Stantec's services have been critical to the evaluation of the toll policy and ongoing toll rate adjustments required to manage the 91 Express Lanes traffic. Stantec has also performed the collection and analysis of traffic data and traffic modeling to assist with the evaluation of physical improvements to the 91 Express Lanes to improve the flow of traffic. In June 2017, the Commission approved the addition of $175,000 to the Stantec contract through the annual recurring contracts process. At that time, the 91 Express Lanes had been operational for about two months and the level of effort required by Stantec to perform regular reviews of the toll rates, toll policy and traffic modeling was underestimated. At this time, an additional $635,000 is requested for Stantec to assist with the continued evaluation of the 91 Express Lanes. The additional $635,000 will allow Stantec to provide the following services: • Developing and evaluating solutions that will improve traffic flow by either geometric roadway or toll policy changes; • Evaluation of the impact to any proposed changes on the 91 Express Lanes traffic and revenue projections; • Reforecasting the 91 Express Lanes traffic and revenue study to include proposed changes in roadway limits or geometry and toll policy changes; • Conducting travel time studies; • Collecting data at critical traffic management points through third party sources and analyzing such data; • Analyzing the 91 Express Lanes traffic and revenue to assist with the establishment of holiday and seasonal toll schedules; and • Assisting with ongoing toll rate adjustments. The ongoing support of Stantec during the balance of FY 2017/18 is critical to the short and long- term success of the 91 Express Lanes. Stantec has the detailed knowledge for the basis of the traffic and revenue projections which supported the financing of the 91 Express Lanes. It is important that Stantec's knowledge of the traffic and revenue study be applied to the evaluation of future improvements to the 91 Express Lanes and the adjustment of toll rates. Without the expertise of Stantec, changes could negatively impact the projected traffic and revenue. Staff reviewed and negotiated Stantec's cost proposal and determined it to be fair and reasonable. Agenda Item 8J 186 Staff recommends approval of Agreement No. 10-31-099-07, Amendment No. 7 to Agreement No. 10-31-099-00, with Stantec for investment grade traffic and revenue study services for an additional amount of $635,000, and a total amount not to exceed $2,050,877. Staff also recommends authorization for the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. Additional budget authorization of $635,000 for FY 2017/18 is needed to cover the amount requested in the amendment. Financial Information In Fiscal Year Budget: No Year: FY 2017/18 Amount: $635,000 Toll revenues, Sales Tax Revenue Bonds Source of Funds: proceeds for 91 Project completion, Budget Adjustment: Yes and/or commercial paper proceeds GL/Project Accounting No.: 009199 65520 591 31 65520 $541,600 003028 65520 262 31 65520 $ 93,400 Fiscal Procedures Approved: \1414.440,1 Date: 11/15/2017 Attachment: Agreement No. 10-31-099-07 for Investment Grade Traffic and Revenue Study Services with Stantec Consulting Services, Inc. Agenda Item 81 187 Agreement No. 10-31-099-07 AMENDMENT NO. 7 TO AGREEMENT FOR INVESTMENT GRADE TRAFFIC AND REVENUE STUDY SERVICES WITH STANTEC CONSULTING SERVICES, INC. 1 PARTIES AND DATE This Amendment No. 7 to the Agreement for investment -grade traffic and revenue study services is made and entered into as of , by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("Commission") and STANTEC CONSULTING SERVICES, INC. ("Consultant"). 2. RECITALS 2.1 The Commission and the Consultant have entered into an agreement dated September 1, 2010 for the purpose of providing investment -grade traffic and revenue study services (the "Master Agreement"). 2.2 The Commission released contingency funds to the Consultant, for the continued provision of Consultant's services, on October 26, 2011, in the amount of Eight Thousand Five Hundred Dollars ($8,500). 2.3 The Commission and the Consultant have entered into Amendment No. 1 to the Master Agreement, dated February 7, 2012, for the purpose of extending the term for the continued provision of investment -grade traffic and revenue study services. 2.4 The Commission and the Consultant have entered into Amendment No. 2 to the Master Agreement, dated March 13, 2013, for the purpose of releasing additional contingency funds previously authorized by the Commission Board and amending the rate provided under the Master Agreement for the Project Manager, all to provide for the continued provision of investment -grade traffic and revenue study services required by the Commission. 2.5 The Commission and the Consultant have entered into Amendment No. 3 to the Master Agreement, dated April 3, 2013, for the purpose of providing additional compensation for the continued provision of investment -grade traffic and revenue study services. 17336.00009\29870183.1 188 2.6 The Commission and the Consultant have entered into Amendment No. 4 to the Master Agreement, dated February 10, 2014, for the purpose of extending the term of the Master Agreement. 2.7 The Commission and the Consultant have entered into Amendment No. 5 to the Master Agreement, dated April 10, 2017, for the purpose of adding compensation for continued investment -grade traffic and revenue study services. 2.8 The Commission and the Consultant have entered into Amendment No. 6 to the Master Agreement, dated June 14, 2017, for the purpose of providing additional compensation for continued investment -grade traffic and revenue study services and to revise the Scope of Services included under Amendment No. 5, as pertains to the data requirements. 2.9 The parties now desire to amend the Master Agreement in order to revise the Services and to provide additional compensation for continued investment -grade traffic and revenue study services. 3. TERMS 3.1 The Services defined in the Master Agreement, as previously amended, shall be deleted in their entirety and replaced with the Services identified in Exhibit "A" attached hereto and incorporated herein by reference. The Services shall be performed expeditiously within the term of the Master Agreement, as previously amended. 3.2 The maximum compensation for Services performed pursuant to this Amendment No. 7 shall not exceed Six Hundred Thirty -Five Thousand Dollars ($635,000). 3.3 The total contract value for the Master Agreement, as amended by Amendment No.1 through this Amendment No. 7, is hereby increased from One Million Four Hundred Fifteen Thousand Eight Hundred Seventy -Seven Dollars ($1,415,877) to Two Million Fifty Thousand Eight Hundred Seventy - Seven Dollars ($2,050,877). 3.4 Except as amended by this Amendment, all provisions of the Master Agreement, as amended by Amendment Nos. 1 through 6 including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the parties under this Amendment. 17336.00009\29870183.1 189 SIGNATURE PAGE TO AGREEMENT NO. 10-31-099-07 IN WITNESS WHEREOF, the parties hereto have executed the Agreement on the date first herein above written. RIVERSIDE COUNTY STANTEC CONSULTING TRANSPORTATION COMMISSION SERVICES, INC. By: John F. Tavaglione, Chair Signature Name Title APPROVED AS TO FORM: ATTEST: By: By: Best, Best & Krieger LLP General Counsel Its: * A corporation requires the signatures of two corporate officers. One signature shall be that of the chairman of board, the president or any vice president and the second signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation. If the above persons are not the intended signators, evidence of signature authority shall be provided to RCTC. 17336.00009\29870183.1 190 EXHIBIT "A" SCOPE OF SERVICES The following coversadditionalStantec effort from November 13,2017to June 30, 2018 Task 1: Congestion Management The Consultant will assist the Commission in managing congestion in the SR91 Corridor. Efforts would include developing solutions to improve traffic flow via geometric or toll policy changes. These changes could be anmmod via micro -simulation modeling, or spreadsheet modeling .Thisadditionalbudget would allow forthe analysisof 5 add itional congestion management analyses. Deliverable: A memo describing methodology and resultsof analyses. Task 2: Traffic and Revenue Impacts The Consultant will assist the Commission with anmssing the impact of variouscongestion management solutions to RCTC 91 Express Lanes traffic and revenue. This additional budget would permit the Consultant to assess4 additional scenarios. Deliverable: Forecasts of traffic and revenue impact, and brief memo discussing assumptionsand results. Task 3: Presentations The Consultant will present results of traffic analyses to Commission staff in -person. The additional budget would provide for additional in -person presentations. Task 4: Data Collection The Consultant will assist the Commission in collecting and analyzing travel time data on the SR91 GP and ExpressLanesin Riverside County, and reviewing traffic volumes. Travel time data would be collected by Transportation audiesInc., orother comparable sub - consultants approved by the Commission. Travel time studies would be conducted during the AM and PM peak periods with two to three driversfora total of 24-hours per study. GPSequipment would be used to collect the data, and in -vehicle video cameras will be setup to record the traffic conditions during the drive. Traffic counts would be obtained directly from the Commission. This additional budget would allow for 3 additional travel time studiesand 3additional volume studies. Deliverables: 1) Tables in Excel format showing summarized travel times, travel speeds, and volumes. Additional Budget Requested for Tasks1-4: $175,000 17336.00009\29870183.1 191 Task 5: RCTC 91 Express La ne s T&R Refresh The consultant will forecast long term ROTC 91 ELtraffic and revenue considering actual performance to date, recent socioeconomic conditions, updated regional roadway improvement plans, and proposed changes to the 91 Express Lanes configuration and pricing policy. Since the publication of the original RCTC 91 Express LanesT&Rforecast, actual performance has exceeded expectations, and several network and policy changeshave been proposed. Ihe combination of these factorsmay result in a need to re -baseline the T&Rforecaststo actual performance and to account for the proposed changes. Proposed changesinclude: • Funding of the 15/91 ELC (formerly known as the "North DC"). This project may open by 2022. • An easterly extension of the expresslanestoward Promenade Avenue. • A change to the 91 ELpricing policy to set pricesbased on each individual single - lane %gment'sutilization, asoppo%d to the dual -lane mainline flow. • A change to the 91 ELpricing policy to accommodate the revealed capacity of the EL's. • Changesto the westbound 91 mixing area at the Riverside/Orange County Line. In addition to the proposed roadway and policy changes, the T&Rforecastswould be updated to reflect the actual utilization of the GP and express lanes, recent views on future land use in Southern California, and changes to roadway improvements as identified in SCAG's2016-2040 KIN. Seven taskswould be included in thiseffort: 1) Traffic Data Collection and Review 2) Socio-economic forecasts 3) Model Development 4) Traffic and Revenue Forecasting 5) Meetingsand Presentations Traffic Data Collection and Review: Traffic data in and around the SR 91 corridor would be collected and analyzed to inform the re-baselining of the T&Rforecasts. We assume the 91 Express Lanes TOC would be a principal source of data, and would be obtained directly from the ROTC. Ibis data would include Express Lanes traffic counts (toll paying vs. HOV), general purpose lane traffic counts, weaving patternsbetween the OCTA EL's, RCTC EL's, and TCA'sSR241 toll road. In addition, supplemental traffic countsat various on/off rampswould be collected via oursub-consultant Transportation audiesInc., and from PeMSloop detectors. Up to 50tube countswould be conducted acrossa 1-2 week period during typical weekdays. Socio-economic Forecasts: Forecasts of population, households, and employment by traffic analysis zone (TA2) will be updated for use in the travel demand model. lhe forecastswill largely be derived from work previously completed by Stantec for the 1-15 ELPT&Rstudy (done in 2015), but may be revised following a review of the SLAG 2016 forecastswhich were made available following the completion of the 1-15 ELPwork. The socioeconomic forecast review and update would be performed by WSP (formerly PB), who also completed the original RCTC 91 ELand 1-15 ELPT&Rforecasts. 17336.00009\29870183.1 192 Model Development: RCTC 91 ELT&Rwill primarily be developed from a combination of a regional travel demand model (based on the SLAG and RivTAM models) and a VISSIM micro -simulation model, both previously developed for the 1-15 ELP T&R forecast. These existing modelswill serve as baseline for modeling the SR 91. Both the travel demand model and simulation models would be re -calibrated to replicate existing RCTC 91 EL usage. As part of the model development and re -calibration, Stantec will review the planned roadway improvements listed in the SCAG 2016-2040 Regional Transportation Plan (RIP) and incorporate changes to the model as needed. One key change to the roadway network is the inclusion of the 15/91 ELC, a tolled direct -connector ramp between the RCTC 91 EL's, and the 1-15 ELP north of SR91. Traffic and Revenue Forecast: Stantec will forecast annual T&R for the RCM 91 EL's through FY 2068, matching the original T&R forecast's term. The forecasts would incorporate changesto the RCTC 91 EL roadway configuration asoutlined by the RCTC, aswell aschangesto the toll policy, asdescribed earlier. Meetingsand Presentations: Stantec will participate in up to 6conference callswith RCTC staff throughout the duration of the task, and up to two in -person meetingsat the RCTC officesto present on the resultsof the updated T&R A T&Rreport will also be prepared to document assumptions, methodology, and results. We expect this effort would be completed from 4 to 6 months following notice -to - proceed, at a budget of $460,000. Total Additional Budget Requested (Tasks 1-5): $635,000 17336.00009\29870183.1 193 AGENDA ITEM 8K RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: December 13, 2017 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee David Thomas, Toll Project Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Additional Funding for Construction Zone Enhanced Enforcement Program Included in the State Furnished Materials Category for the State Route 91 Corridor Improvement Project WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to authorize an increase in the expenditures for the Construction Zone Enhanced Enforcement Program (COZEEP) under Agreement No. 12-31-070-00 for the State Route 91 Corridor Improvement Project (91 Project) for an additional amount of $400,000, for a total amount not to exceed $5.5 million. BACKGROUND INFORMATION: At its July 14, 2010 meeting, the Commission, as part of the authorization for issuance of toll revenue bonds to finance the 91 Project costs related to the design -build phase, approved the form of the design -build cooperative agreement (agreement) between the Commission and Caltrans and authorized the Executive Director to approve and execute the final agreement. The Agreement was executed on July 25, 2012. Chino Hills 91 Project Corona Project Limits Figure 1: SR-91 Corridor Improvement Project Vicinity Map Agenda Item 8K 194 The agreement included terms for the Commission to pay Caltrans for State Furnished Materials (SFM), which at the time contemplated primarily signal controller items estimated at a cost of $79,902. Amendment No. 3, approved on February 11, 2014, amended the original agreement to broaden the definition of SFM to include COZEEP. Through this amendment, Caltrans agreed to allow the Commission to utilize its statewide COZEEP contract with the California Highway Patrol (CHP), eliminating the need for a separate agreement between the Commission and CHP. Although Amendment No. 3 was executed and broadened the scope of SFM, no funding authority was requested at that time from the Commission. At its June 8, 2016 meeting, the Commission ratified the scope of SFM and authorized the expenditure of $4.3 million for COZEEP and other SFM, plus a contingency amount of $400,000, for a total amount not to exceed $4.7 million. At its June 14, 2017 meeting, the Commission authorized the expenditure of $800,000 for COZEEP and other SFM, using the remaining contingency of $400,000 and authorizing an additional $400,000, for a total amount not to exceed $5.1 million. Additional COZEEP resources estimated at $400,000 are required to support the 91 Project through final completion, including another 55-hour partial weekend closure in January 2018. Commission authorization is requested for an additional $400,000 to fund the expenditure of all SFM for the 91 Project for a total amount not to exceed $5.5 million. Financial Information In Fiscal Year Budget: Yes Year: FY 2017/18 Amount: $400,000 Source of Funds: Sales tax bond or commercial paper proceeds for 91 completion Budget Adjustment: No GL/Project Accounting No.: 003028 81304 00104 0000 262 3181301 (COZEEP) $400,000 Fiscal Procedures Approved: \14144,Aj�,,- Date: 11/15/2017 Agenda Item 8K 195 AGENDA ITEM 8L RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: December 13, 2017 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee David Thomas, Toll Project Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Cooperative Agreement with the City of Corona for Maintenance of New City Streets Prior to Transfer of Title as Part of the State Route 91 Corridor Improvement Project WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve Agreement No. 18-31-076-00, with the city of Corona (City) for maintenance of new city streets prior to transfer of title as part of the State Route 91 Corridor Improvement Project (91 Project), in an amount not to exceed $25,000; and 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. BACKGROUND INFORMATION: The 91 Project (shown in Figure 1) included the extension of the 91 Express Lanes in Riverside County, capacity and interchange improvements along the existing SR-91 corridor as well as improvements to City facilities, including construction of new streets in the City. Project Limits Figure 1: SR-91 Corridor Improvement Project Vicinity Map Agenda Item 8L 196 Approved by the Commission in November 2011, Cooperative Agreement No. 12-31-023-00 for the 91 Project between the City and the Commission, as subsequently amended, stipulates the City agrees to assume responsibility of the 91 Project facilities completed within the City's jurisdiction upon the City's acceptance of the work and Commission notification of project completion to the 91 Project design -build contractor (Contractor). In order to accept any portions of new streets constructed within the jurisdiction of the City, the City requires transfer of title to the City. There are two instances where new portions of Second Street and Bollero Road in the City have been completed by the Contractor but are subject to one or more continuing eminent domain actions; therefore, transfer of title to the City may not happen for as much as a year. Currently, the Contractor has been maintaining the streets; however, upon achievement of project completion by the Contractor, the Commission must grant relief of maintenance for the streets to the Contractor. Because the City is better suited to maintain streets within the City, staff has had discussions with the City to enter into a cooperative agreement for the City to accept maintenance of the streets, prior to transfer of title to the City, subject to reimbursement by the Commission for the City's costs. Since the streets are newly constructed, the anticipated maintenance costs should be minimal. The proposed Cooperative Agreement No. 18-31-076-00 includes an amount, not to exceed $25,000, which is estimated to cover the costs for maintenance of these two streets for up to one year. Staff recommends approval of Agreement No. 18-31-076-00 with the City for maintenance of new city streets prior to transfer of title as part of the 91 Project, for a total amount not to exceed $25,000. Staff also recommends authorization for the Chair or Executive Director, pursuant to legal counsel review, to execute the amendment. Financial Information In Fiscal Year Budget: Yes Year: FY 2017/18 Amount: $25,000 2017 Sales Tax Revenue Bonds proceeds Source of Funds: for 91 Project completion or Budget Adjustment: No commercial paper proceeds GL/Project Accounting No.: 003028 86105 00000 0000 262 3186105 $25,000 Fiscal Procedures Approved: \_4`4 Date: 11/15/2017 Attachment: Draft Agreement No. 18-31-076-00 with the city of Corona Agenda Item 8L 197 Agreement No. 18-31-076-00 COOPERATIVE AGREEMENT BETWEEN RIVERSIDE COUNTY TRANSPORTATION COMMISSION AND THE CITY OF CORONA FOR MAINTENANCE OF NEW STREETS PRIOR TO TRANSFER OF TITLE This Cooperative Agreement ("Cooperative Agreement") is made and entered into this day of , 2017 by and between the Riverside County Transportation Commission ("RCTC") and the City of Corona (the "City"). RCTC and the City are sometimes referred to herein individually as ("Party"), and collectively as ("Parties"). RECITALS WHEREAS, RCTC is nearing completion of the SR-91 Corridor Improvement Project, which included extension of the 91 Express Lanes in Riverside County, as well as capacity and interchange improvements along the existing SR 91 Corridor (the "Project"). WHEREAS, the Project included improvements to City facilities, including construction of new streets in the City. WHEREAS, pursuant to that certain Cooperative Agreement for State Route 91 Express Lanes and Corridor Improvements entered into between the City and RCTC, dated November 9, 2011, as subsequently amended, the City agreed to assume responsibility of the Project facilities completed within the City's jurisdiction upon the City's acceptance of the work and RCTC notification of Project completion to the Project design -build contractor (the "Contractor"). WHEREAS, in order to accept any portions of new streets constructed within the jurisdiction of the City, the City requires transfer of title to the City. WHEREAS, certain new portions of Second Street and Bollero Place, as identified in the Exhibit "A" attached hereto and incorporated herein by reference, that have been completed by the Contractor (i) are subject to one or more continuing eminent domain actions, (ii) are pending transfer of title from Caltrans, or (iii) are pending transfer of title from RCTC (the "Streets"). WHEREAS, the Contractor has been maintaining the Streets, however, upon achievement of Project completion by the Contractor, RCTC must grant relief of maintenance for the Streets to the Contractor. WHEREAS, as the City is the Parry better suited to maintain streets within the City, the purpose of this Cooperative Agreement is for the City to accept maintenance of the Streets, prior to transfer of title for each portion thereof to the City, subject to reimbursement by RCTC for the City's costs thereof. 17336.02100\30224563. 4 1 198 WHEREAS, the Parties recognize that, since the Streets are newly constructed, the anticipated maintenance costs should be minimal. WHEREAS, the Parties agree that upon transfer of title for any portion of the Streets, RCTC's obligations related to such portion shall terminate, and City shall accept full responsibility for operation, maintenance, repair and liability for such transferred portion of the Streets. NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, it is mutually understood and agreed by RCTC and the City as follows: TERMS 1. Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Cooperative Agreement by reference as though fully set forth herein. 2. Term. 2.1 This Cooperative Agreement shall be effective as of the date first set forth above, and shall continue in effect until (i) title to all portions of the Streets, as identified in Exhibit "A", has been transferred to the City, (ii) the City has accepted title to all portions of the Streets, and (iii) RCTC has paid all outstanding reimbursements under this Cooperative Agreement to the City. 2.2 Except as expressly set forth herein, the terms and conditions of this Cooperative Agreement shall have no further force or effect as relates to any portion(s) of the Streets for which title has been transferred to and accepted by the City. As of the date of such acceptance, the City shall be fully liable and responsible, at its sole cost and expense, for such portion(s) of the Streets. As of such date, the term "Streets", as defined herein, shall refer only to the remaining portion(s) of the Streets for which title has not been transferred to and accepted by the City. 3. Obligations of RCTC. 3.1 Except as otherwise specified herein, RCTC shall pay the City's actual and reasonable costs of maintenance and repair of the Streets. RCTC shall deposit the sum of Twenty Five Thousand Dollars ($25,000) with the City for the work described in Section 4.1 below (the "Deposit"). The total reimbursement to be provided by RCTC under this Cooperative Agreement shall not exceed the Deposit, unless authorized in writing by RCTC's Executive Director. The City shall notify RCTC in advance of any anticipated costs that, cumulatively, will exceed the Deposit. If RCTC agrees with the basis for the increased costs, the Parties shall execute an amendment to this Cooperative Agreement to increase the amount of the Deposit. 17336.02100\30224563. 4 2 199 4. Obligations of the City 4.1 The City shall be responsible for maintenance and repair of the following portions of the Streets: sidewalk, curb, gutter, streetlights, signs, water valve covers located in streets, pull boxes, striping, pavement markings and asphalt concrete pavement (the "Maintenance Components"). The Parties understand, acknowledge and agree that the Maintenance Components expressly exclude any portion of the landscaping and irrigation system, which shall remain the responsibility of RCTC and their contractor(s) for the contractually required three year plant establishment period provided for in the following contract: State Route 91 Corridor Improvement Project, Contact No. 12-31-113-00 with Atkinson/Walsh, a joint venture ("Contractor Landscape Obligations"). The City shall conduct all usual and normal maintenance and repair activities on the Maintenance Components in order to maintain the Streets in good and safe condition and repair. The City shall comply with all applicable local, state and federal laws including, without limitation, the California Labor Code, in conducting its work on the Maintenance Components. 4.2 The City shall complete its work on the Maintenance Components in a timely and cost effective manner, so as to avoid adverse effects to the public and to minimize damage and needed repair to the Streets. The City shall ensure that its work on the Maintenance Components is of good quality, consistent with the work performed by or on behalf of the City on similar streets. 4.3 The City shall regularly provide invoices to RCTC as costs are incurred for the Maintenance Components and paid for using the Deposit. The invoices shall indicate costs incurred and the amount of the Deposit remaining Invoices shall be in a form approved by RCTC, and shall include such documentation as required by RCTC. The City shall notify RCTC in advance of any anticipated costs that, cumulatively, will exceed the Deposit, and acknowledges that RCTC will not pay such costs except as agreed upon pursuant to Section 3.1 above. 4.4 The City shall obtain RCTC's prior written approval for any utility work proposed to be conducted by the City or any third party on or within the Streets, or any portion(s) thereof, which will require cutting or trenching of the Streets, or which may, in any way, compromise the structural integrity of the Streets or any portion(s) thereof. If the City desires to permit such work, the City shall accept full responsibility for operation, maintenance, repair and liability for such portion(s) of the Streets. 4.5 The City shall be responsible, at its sole cost and expense, and without reimbursement from RCTC, for costs incurred as a result of the City's failure to comply with its obligations under this Cooperative Agreement. 4.6 If the City engages contractor(s) to complete its work on the Maintenance Components, the City shall include, in its contract with such contractor(s), a requirement that the contractor(s) include RCTC, its members, officers, employees and agents as additional insureds and as indemnified parties under said contract. Insurance and indemnification shall, as applicable, be in the same amounts and with the same provisions as provided for the benefit of the City. 4.7 The City shall provide RCTC no less than seventy two (72) hours notice prior to conducting any of its work on the Maintenance Components, and shall allow RCTC staff to perform observation of such work. Notwithstanding the foregoing, in the case of an emergency, 17336.02100\30224563. 4 3 200 the City shall provide as much prior notice to RCTC as possible, unless immediate action is necessary. In such case, the City shall notify RCTC of the work completed the first business day after the incident. 4.8 In any case where the City may seek recovery of repair or maintenance costs from third parties, unless otherwise agreed upon by the Parties, the City shall seek such recovery, and, after reimbursing its own costs related to cost recovery, shall reimburse any and all funds received from RCTC for the exact same repair and maintenance work. 4.9 Upon transfer of title to any portion(s) of the Streets and acceptance thereof by the City, the City shall accept all liability, maintenance and repair obligations for such portion(s) of the Streets, and, as further set forth above, the provisions of this Cooperative Agreement shall terminate as relates to such portion(s). The City shall not unreasonably withhold or delay acceptance of title to any portion of the Streets. Notwithstanding anything else to the contrary herein, to the extent that any Contractor Landscape Obligations remain on any portion(s) of the Streets, they shall remain the responsibility of RCTC and its contractor(s), and RCTC shall not unreasonably reduce or terminate any such Contractor Landscape Obligations. 5. Dispute Resolution. Unless otherwise specified herein, the Parties shall submit any unresolved dispute to RCTC's Executive Director and the City Manager for negotiation. The Executive Director and the City Manager agree to undertake good faith attempts to resolve said dispute, claim, or controversy within ten (10) calendar days after the receipt of written notice from the Party alleging that a dispute, claim or controversy exists. The Parties additionally agree to cooperate with the other Party in scheduling negotiation sessions. However, if said matter is not resolved within thirty (30) calendar days after conducting the first negotiating session, either Party may, but is not required to, request that the matter be submitted to further dispute resolution procedures, as may be agreed upon by the Parties. 6. Legal Action. If a matter is not resolved within thirty (30) calendar days after the first negotiating session between the Executive Director and the City Manager, unless otherwise agreed upon in writing by the Parties, either Party may proceed with any other remedy available in law or in equity. 7. Indemnification. 7.1 RCTC shall indemnify, defend and hold the City, its directors, officials, officers, employees, agents, consultants and contractors 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 negligent acts, omissions or breach of law, or willful misconduct of RCTC, its officials, officers, employees, agents, consultants or contractors in the performance of RCTC's obligations under this Cooperative Agreement, including the payment of all reasonable attorneys fees. 7.2 The City shall indemnify, defend and hold RCTC, its directors, officials, officers, employees, agents, consultants and contractors 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 17336.02100\30224563. 4 4 201 to any negligent acts, omissions or breach of law, or willful misconduct of the City, its officials, officers, employees, agents, consultants or contractors in the performance of the City's obligations under this Cooperative Agreement, including the payment of all reasonable attorneys fees. 7.3 Notwithstanding any other provision of this Cooperative Agreement, the indemnification provisions set forth in this Section 7 shall survive any expiration or termination of this Cooperative Agreement including, but not limited to, any termination of this Cooperative Agreement as relates to any portion(s) of the Streets for which title has been transferred to and accepted by the City. 8. Notices. All notices, requests, demands and other communications required or permitted to be given under this Cooperative Agreement shall be in writing and shall be personally delivered, or shall be delivered in writing by certified or registered first class mail, postage prepaid, deposited in the United States mail, and properly addressed to the Parry at its address set forth below, or at any other address that such Parry may designate by written notice to the other Party: RCTC: Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Attn: CITY: City of Corona 400 S. Vicentia Avenue Corona, CA 92882 Attn: Nelson D. Nelson 9. Force maj eure. The failure of performance by either Parry (except for payment obligations) hereunder shall not be deemed to be a default where delays or defaults are due to war; insurrection; strikes; lock -outs; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor, railroad, or suppliers; acts of the other Party; acts or failure to act of any other public or governmental agency or entity (other than that acts or failure to act of the Parties); or any other causes beyond the control or without the fault of the Party claiming an extension of time to perform or relief from default. An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the Party claiming such extension is sent to the other party within ten (10) days of the commencement of the cause. Times of performance under this Cooperative Agreement may also be extended in writing by mutual agreement between the Parties. 10. Amendments. This Cooperative Agreement may be amended at any time by the mutual consent of the Parties by an instrument in writing. 17336.02100\30224563. 4 5 202 11. Assignment of Cooperative Agreement. Neither Party may assign or transfer its respective rights or obligations under this Cooperative Agreement without the express written consent of the other Party. Any purported assignment or transfer by one Party without the express written consent of the other Party shall be null and void and of no force or effect. 12. Waiver. No delay or omission in the exercise of any right or remedy of a non -defaulting Party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of either Party shall be deemed to waive or render unnecessary such Party's consent to or approval of any subsequent act of the other Party. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Cooperative Agreement. 13. Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Cooperative Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Cooperative Agreement, which shall be interpreted to carry out the intent of the parties hereunder. 14. Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Cooperative Agreement, shall survive any such expiration or termination. 15. Third Party Beneficiaries. There are no third -party beneficiaries to this Cooperative Agreement. 16. Incorporation of Exhibits. The attached Exhibit "A" is incorporated into this Cooperative Agreement. 17. Entire Agreement. This Cooperative Agreement contains the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior negotiations, agreements or understandings. [Signatures on following page] 17336.02100\30224563. 4 6 203 SIGNATURE PAGE TO COOPERATIVE AGREEMENT BETWEEN RIVERSIDE COUNTY TRANSPORTATION COMMISSION AND THE CITY OF CORONA FOR MAINTENANCE OF NEW STREETS PRIOR TO TRANSFER OF TITLE IN WITNESS WHEREOF, the Parties hereto have executed this Cooperative Agreement on the date first herein above written. RIVERSIDE COUNTY CITY OF CORONA TRANSPORTATION COMMISSION By: By: Signature Its: Name Title ATTEST: By: City Clerk Approved as to Form: Approved as to Form: By: By: Best Best & Krieger LLP General Counsel Dean Derleth City Attorney 17336.02100\30224563. 4 7 204 EXHIBIT "A" DESCRIPTION AND DEPICTION OF STREETS Exhibits "A-1" (one page) and "A-2" (one page) are attached behind this page and are further described as follows: Exhibit A-1 Exhibit A-1 depicts the newly constructed portion of Second Street. The areas of Second Street which are subject to this Cooperative Agreement are identified in purple, blue and yellow. The portions of Second Street identified in purple are subject to a pending eminent domain action. The portions of Second Street identified in yellow are owned in fee by RCTC, and are currently pending transfer of title to the City. The portion of Second Street identified in blue is pending transfer of title by Caltrans. Exhibit A-2 Exhibit A-2 depicts the newly constructed portion of Bollero Place. The areas of Bollero Place which are subject to this Cooperative Agreement are identified in blue and yellow. The portions of Bollero Place identified in yellow are owned in fee by RCTC, and are currently pending transfer of title to the City. The portion of Bollero Place identified in blue is pending transfer of title by Caltrans. CA\DD\ 16000.10201 \ 1018 8427.3 17336.02100\30224563.4 Exhibit A 205 0 I II I 17 ll .11 II ■ FUTURE DEDICATION TO CITY �1 `* .1 r ASPN (�� r� p�� ^ 1 Riverside County Transportation Commission 3200 E. 0WST1 NO., SUITE 200 PHONE (909) 218-3600 ONTARIO, CA 91761 FAX (909) 2193605 Riverside County Transportation Commission 3200 E. 0WST1 NO., SUITE 200 PHONE 009) 218-3600 ONTARIO, CA 91261 FAX MO9) 2183605 AGENDA ITEM 8M RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: December 13, 2017 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Patricia Castillo, Capital Projects Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Construction Agreement with Dalke & Sons Construction Inc. for the Perris Valley Line Platform Canopies WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Award Agreement No. 18-33-051-00 to Dalke & Sons Construction Inc. (DaIke), as the lowest responsive, responsible bidder, for the construction of the Perris Valley Line (PVL) Platform Canopy project (Project) in the amount of $2,078,391, plus a contingency amount of $311,759, for a total amount not to exceed $2,390,150; 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 contingency work pursuant to the agreement terms up to the total amount; 4) Authorize the payment of pass -through costs for flagging services in an amount not to exceed $475,000; and 5) Approve an increase to the FY 2017/18 budget of $434,000 for flagging expenditures. BACKGROUND INFORMATION: The PVL, a 24-mile extension of the 91 Line Metrolink service commenced operations on June 6, 2016. The PVL project included four new stations— Riverside -Hunter Park, Moreno Valley/March Field, Perris -Downtown and Perris -South. During the planning of the PVL, platform canopies and a second track were considered and included in the 30 percent design plans. After multiple value engineering workshops, the decision was made to delete the canopies due to cost constraints. However, the infrastructure for canopy installation was provided. After the completion of the PVL project, grant funds were identified and the PVL canopy plan sheets were repackaged as an independent project. The Project will install seven canopy installations initially planned for the PVL project. Agenda Item 8M 208 i•4RIVERSIDE HUNTER PARK STATION RIVERSIDE N I :c MORENO VALLEY! 1 MARCH FIELD STATION MORENO VALLEY Procurement Process On October 5, 2017, the Commission advertised Invitation for Bids (IFB) No. 18-33-051-00 for construction of the Project. A public notice was advertised in the Press Enterprise, and the complete IFB, including all contract documents, was posted on the Commission's PlanetBids website, which is accessible through the Commission's website. Electronic mail messages were sent to vendors registered in the Commission's PlanetBids database that fit the IFB qualifications. Forty-six firms downloaded the IFB. Thirteen are located in Riverside County. A pre -bid conference was held at the Commission's office on October 12, and on November 7, four bids were received and publicly opened. A summary of the bids received is shown in Table A. Table A Construction of Riverside Downtown Commuter Rail Station Improvements Bid Summary Firm (In order from low bid to high bid) Bid Amount Engineer's Estimate $1,930,542 1 Dalke $2,078,391 2 Braughton Construction $2,147,325 3 Metro Builders & Engineers, Ltd $2,268,238 4 Hal Hayes $2,359,000 The basis for award for a public works contract is the lowest responsive and responsible bidder as defined by the Commission's procurement policy and state law. The bid analysis attached shows the bid amounts of the four bidders and shows the bid unit price, amount, and percent variation from the engineer's estimate for each bid item. Agenda Item 8M 209 After analyzing the bids, staff and Bechtel Infrastructure, Inc., the Commission's program management firm, concluded that DaIke's bid in the amount of $2,078,391, is the lowest responsive and responsible bid received for the Project. Dalke is a business located in Riverside. Although the lowest responsible bid is higher than the engineer's estimate, the bids were analyzed for any irregularities or omissions. It was determined the higher cost was spread throughout most of the bid items and therefore is not likely due to any issues with the bid documents, but simply reflective of the upward pressure that has been observed on bid prices in general. Typically, a rate of 10 percent is used to determine project contingency. Staff is recommending a contingency amount of 15 percent of the total Project amount, or $311,759. Since a portion of the construction will take place in a fully operational Metrolink station, safety, operational continuity, and customer convenience is of utmost importance. Staff worked to minimize risks of customer interference by clearly defining the scope and ensuring the plan set is complete and thoroughly reviewed for constructability; however, if complications arise and the contingency is not adequate, such contractual budget issues may delay the Project and prevent work from being completed in a timely manner. Furthermore, smaller construction contracts such as this one often require a contingency greater than 10 percent because of changes common to many projects, such as maintaining traffic or overhead charges. Staff recommends award of Agreement No. 18-33-051-00 for the construction of the Project to Dalke in the amount of $2,078,391, plus a contingency amount of $311,759 to fund potential change orders and supplemental work, for a total amount not to exceed $2,390,150. Approval of additional funds in the amount of $475,000 is needed for railroad flagging services to be provided by Southern California Regional Rail Authority. Staff recommends that the cost for these services be paid by the contractor and reimbursed by the Commission as a pass -through cost with no mark-up of SCRRA costs allowed. The funding for this Project is comprised of Federal Transit Administration (FTA) Section 5307 grant funds of approximately $2.5 million and 2009 Measure A Western County rail funds of $365,150. Staff will use the federal grant funds to the maximum extent possible. The FY 2017/18 budget includes $2,272,000 for construction and $41,000 for flagging services. Staff recommends that the Commission approve a budget adjustment of $434,000 to increase professional services for flagging. Agenda Item 8M 210 Financial Information Yes FY 2017/18 $2,313,000 In Fiscal Year Budget: No Year: FY 2017/18 Amount: $ 434,000 N/A FY 2018/19 $ 118,150 FTA Section 5307 Grant and 2009 No Source of Funds: Measure A Western County Rail funds Budget Adjustment: Yes (flagging) N/A GL/Project Accounting No.: 004025 81301 265 33 81301 $2,390,150 004025 65520 265 33 65520 $475,000 Fiscal Procedures Approved: \iffi4-4^ ,1iwz'o- Date: 11/15/2017 Attachments: 1) Draft Agreement No. 18-33-051-00 2) RCTC Bid Analysis Agenda Item 8M 211 RIVERSIDE COUNTY TRANSPORTATION COMMISSION CONTRACT PASSENGER AMENITIES - CONSTRUCTION OF COMMUTER RAIL STATION CANOPIES AND WIND SCREENS RCTC Agreement No. 18-33-051-00 October 5, 2017 BETWEEN RIVERSIDE COUNTY TRANSPORTATION COMMISSION AND DALKE & SONS CONSTRUCTION, INC. Contract-1 212 PASSENGER AMENITIES - CONSTRUCTION OF COMMUTER RAIL STATION CANOPIES AND WIND SCREENS RCTC AGREEMENT NO. 18-33-051-00 1. PARTIES AND DATE. This Contract is made and entered into this day of , 2017 by and between the Riverside County Transportation Commission (hereinafter called the "Commission") and Dalke & Sons Construction, Inc. (hereinafter called the "Contractor"). This Contract is for that Work described in the Contract Documents entitled PASSENGER AMENITIES — CONSTRUCTION OF COMMUTER RAIL STATION CANOPIES AND WIND SCREENS 2. RECITALS. 2.1 The Commission is a County Transportation Commission organized under the provisions of Sections 130000, et seq. of the Public Utilities Code of the State of California, with power to contract for services necessary to achieving its purpose; 2.2 Contractor, in response to a Notice Inviting Bids issued by Commission on October 5, 2017, has submitted a bid proposal PASSENGER AMENITIES — CONSTRUCTION OF COMMUTER RAIL STATION CANOPIES AND WIND SCREENS 2.3 Commission has duly opened and considered the Contractor's bid proposal and duly awarded the bid to Contractor in accordance with the Notice Inviting Bids and other Bid Documents. 2.4 Contractor has obtained, and delivers concurrently herewith, Performance and Payment Bonds and evidences of insurance coverage as required by the Contract Documents. 3. TERMS. 3.1 Incorporation of Documents. This Contract includes and hereby incorporates in full by reference this Contract and the following Contract Documents provided with the above referenced Notice Inviting Bids, including all exhibits, drawings, specifications and documents therein, and attachments thereto, all of which, including all addendum thereto, are by this reference incorporated herein and made a part of this Contract: a. NOTICE INVITING BIDS b. INSTRUCTIONS TO BIDDERS c. CONTRACT BID FORMS d. FORM OF CONTRACT e. PAYMENT AND PERFORMANCE BOND FORMS f. ESCROW AGREEMENT FOR SECURITY DEPOSITS g. CONTRACT APPENDIX PART "A" - Regulatory Requirements and Permits Contract-2 213 PART "B" — General Conditions PART "C" — Special Provisions (under separate cover) PART "D" - Contract Plans (under separate cover) PART "E" - DBE Requirements PART "F" - Federal Davis -Bacon Wage Determination PART "G" - Federal Transit Administration Requirements for Federal Aid Construction Contracts h. ADDENDUM NO.(S) 1, 2 & 3 3.2 Contractor's Basic Obligation. Contractor promises and agrees, at his own cost and expense, to furnish to the Commission all labor, materials, tools, equipment, services, and incidental and customary work for the construction of the passenger amenities including canopies and wind screens the Riverside Commuter Rail Stations. Notwithstanding anything else in the Contract Documents, the Contractor shall complete the Work for a total of Two Million Seventy -Eight Thousand Three Hundred Ninety -One Dollars ($2,078,391), as specified in the bid proposal and pricing schedules submitted by the Contractor in response to the above referenced Notice Inviting Bids. Such amount shall be subject to adjustment in accordance with the applicable terms of this Contract. All Work shall be subject to, and performed in accordance with the above referenced Contract Documents. 3.3 Period of Performance. Contractor shall perform and complete all Work under this Contract (excluding plant establishment work) within 140 working days of the effective date of the Notice to Proceed, and in accordance with any completion schedule developed pursuant to provisions of the Contract Documents. Contractor agrees that if such Work is not completed within the aforementioned periods, liquidated damages will apply as provided by the applicable provisions of the Special Provisions, found in Part "B" of the Contract Appendix. The amount of liquidated damages shall equal seven hundred dollars ($700.00) for each day or fraction thereof, it takes to complete the Work, or specified portion(s) of the Work, over and above the number of days specified herein or beyond the Project Milestones established by approved Construction Schedules. 3.4 Commission's Basic Obligation. Commission agrees to engage and does hereby engage Contractor as an independent contractor to furnish all materials and to perform all Work according to the terms and conditions herein contained for the sum set forth above. Except as otherwise provided in the Contract Documents, the Commission shall pay to Contractor, as full consideration for the satisfactory performance by the Contractor of services and obligation required by this Contract, the above referenced compensation in accordance with Compensation Provisions set forth in the Contract Documents. Contract-3 214 3.5 Contractor's Labor Certification. (1) Contractor maintains that he is aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Work. A certification form for this purpose is attached to this Contract as Exhibit "A" and incorporated herein by reference, and shall be executed simultaneously with this Contract. 3.6 Successors. The parties do for themselves, their heirs, executors, administrators, successors, and assigns agree to the full performance of all of the provisions contained in this Contract. Contractor may not either voluntarily or by action of law, assign any obligation assumed by Contractor hereunder without the prior written consent of Commission. 3.7 Notices. All notices hereunder and communications regarding interpretation of the terms of the Contract or changes thereto shall be provided by the mailing thereof by registered or certified mail, return receipt requested, postage prepaid and addressed as follows: Contractor: Commission: Dalke & Sons Construction, Inc. 4585 Allstate Drive Riverside, CA 92501 Attn: Barry Dalke Riverside County Transportation Commission P.O. Box 12008 Riverside, California 92502-2208 Attn: Executive Director Any notice so given shall be considered received by the other party three (3) days after deposit in the U.S. Mail, first class postage prepaid, addressed to the party at the above address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. CONTRACTOR RIVERSIDE COUNTY (Contractor Name) TRANSPORTATION COMMISSION By: By: Name Title Anne Mayer Riverside County Transportation Commission Tax I.D. Number: APPROVED AS TO FORM: By: Best Best & Krieger LLP Counsel, RCTC Contract-4 215 EXHIBIT "A" CERTIFICATION LABOR CODE - SECTION 1861 I, the undersigned Contractor, am aware of the provisions of Section 3700 et seq. of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of the Code. I agree to and will comply with such provisions before commencing the Work governed by this Contract. CONTRACTOR: Name of Contractor: Dalke & Sons Construction, Inc. By: Signature Name Title Date 216 17541 RIVERSIDE COUNTY TRANSPORTATION COMMISION BID OPENING 2:00 PM, Tuesday, November 7, 2017 PERRIS VALLEY LINE PLATFORM CANOPIES PROJECT RCTC Agreement No. 17-33-058-00 BIDDER'S NAME AND ADDRESS BID $ BID RANK COMMENTS 1. Dalke & Sons Construction, Inc. 4585 Allstate Drive $2,078,391.00 1 low bid Riverside, CA 92501 2. Braughton Construction, Inc. 10722 Arrow Route STE 810 $2,147,325.00 2 3.3% > low bid Rancho Cucamonga, CA 91738 3. Metro Builders & Engineers, Ltd. 2610 Avon St $2,268,238.00 3 9.1 % > low bid Newport Beach, CA 92663 4. Hal Hays Construction, Inc. 4181 Latham St. $2,359,000.00 4 13.5% > low bid Riverside, CA 92501 Engineer's Estimate (EE): $1,930,542.00 Subcontractors of Dalke & Sons Construction City Work Rose Constructing Corona Concrete Combs Plumbing Nuevo Plumbing Bithell, Inc. Covina Painting KCB Towers Highland FOB Galzing (Structural Steel) McKernan, Inc. Redlands Glazing Hydrotech Electric Rancho Cucamonga Electrical RB Sheet Metal Mentone Sheet Metal & Metal Roof 217 AGENDA ITEM 8N RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: December 13, 2017 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Shirley Medina, Planning and Programming Director THROUGH: Anne Mayer, Executive Director SUBJECT: SB 1 Local Partnership Program Project Nominations BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve the project nominations for the SB 1 Local Partnership Program (LPP) programs comprised of: a) LPP Formula: 71/91 Interchange, State Route 91 High Occupancy Vehicle (91 HOV)/Pachappa Underpass, and Temescal Canyon Road Widening projects; and b) LPP Competitive: Interstate 15/Railroad Canyon; 2) Approve match funds by programming $2 million of 2009 Measure A Western County (WC) Highway and/or New Corridor funds for the Commission's 71/91 Interchange project and $7.3 million of 2009 Measure A Western County Regional Arterial (MARA) funds for the County of Riverside's (County) Temescal Canyon Road Widening project; 3) Submit the project nominations to the California Transportation Commission (CTC) by the application deadline of December 15, 2017 for the LPP Formula program and January 30, 2018 for the LPP Competitive program; 4) Direct staff to include project amendments to reflect SB 1 LPP funding in the Federal Transportation Improvement Program; 5) Authorize the Executive Director, pursuant to legal counsel review and upon CTC adoption of the LPP Formula program of projects and CTC approval of the LPP Competitive program of projects, to execute amendments to the following agreements as required for programming SB 1 LPP and match funding: a) Agreement No. 08-31-033-00 with Caltrans for the 71/91 Interchange project; b) Agreement No. 16-31-045-00 with Caltrans for the 91 HOV/Pachappa Underpass project construction; and c) Agreement No. 17-72-109-00 with the County for the Temescal Canyon Road Widening project, as the County will be the implementing agency. Agenda Item 8N 218 BACKGROUND INFORMATION: The SB 1 LPP program guidelines were developed in consultation with regional transportation planning agencies, Ca!trans, metropolitan planning organizations, environmental agencies, California State Transportation Agency, councils of governments, transit and rail operators, local jurisdictions, and several transportation advocacy groups. The LPP guidelines were approved and released by the CTC on October 18, 2017. Project nominations for the LPP Formula program are due December 15, 2017 and for the LPP Competitive program on January 30, 2017. The intent of the LPP program is to reward counties, cities, districts, and regional transportation agencies that have voter approved taxes or fees solely dedicated to transportation improvements. The LPP Formula funds are distributed to agencies that administer voter approved taxes or fees solely dedicated to transportation, such as the Commission. The available funds are primarily distributed based on population in Southern California. The LPP Competitive funds are open to agencies that administer voter approved taxes of fees and those that have imposed fees solely for transportation purposes. The LPP Formula program funds are available over two years, fiscal years 2017/18 and 2018/19, and the LPP Competitive program covers fiscal years 2017/18 through 2019/2020. Eligible projects primarily include: • State highway improvements (including major rehab., capacity, safety, and operational); • Transit improvements; • Acquisition, retrofit, or rehabilitation of rolling stock, buses, or other transit equipment; • Local road improvements (including major rehabilitation, resurfacing, or reconstruction); • Bike and pedestrian improvements; • Environmental mitigation of new transportation infrastructure; and • Other transportation improvements. The LPP Formula program funds all project components, while the LPP Competitive program only funds construction. The match requirement is one-to-one for both programs. The SB 1 LPP funds are allocated on a reimbursement basis. LPP Formula Program Recommended Projects As previously mentioned, the LPP Formula program is a two-year cycle (FYs 2017/18 and FY 2018/19). The Commission's Measure A program qualifies for Formula funds and will receive $13,366,000 for the two-year period. Staff considered and evaluated projects that meet the eligibility requirements as well as the programming and delivery timeline. For the evaluated projects, match sources include federal Surface Transportation Block Grant and 2009 Measure A Western County funds. The following projects are proposed for LPP Formula funds: Agenda Item 8N 219 Project Phase LPP Formula $ (000's) Match $ (000's) Match Source Est. Allocation Date 71/91 Interchange PA&ED Revalidation $ 2,000 $ 2,000 2009 Measure A WC highway and/or new corridor Feb 2018 SR-91 HOV/Pachappa Underpass Construction 4,066 4,066 Federal STBG Apr 2018 Temescal Canyon Road Widening Construction 7,300 7,300 MARA Jul 2018 $13,366 $13,366 The match for the 71/91 Interchange and Temescal Canyon Road Widening projects require Commission approval. The match for the 91 HOV/Pachappa Underpass project does not require approval, as the Commission previously approved federal funds during the early stages of the project. Staff recommends these three projects for inclusion for the LPP Formula program as they will be ready for construction. Following CTC adoption of the program of projects on January 31, 2018, staff recommends the Commission authorize the Executive Director to execute amendments to existing agreements for programming SB 1 LPP Formula and match funding for these projects. The status of each project is summarized below: 71/91 Interchange The 71/91 Interchange improvement project consists of replacing the existing east to north connector with a direct fly -over connector from eastbound SR-91 to northbound SR-71 in the city of Corona. The project will construct a collector -distributor system from Green River Road to east of the 71/91 junction. The 71/91 Interchange improvement project has completed the environmental and design phases. Right of way activities have also commenced. However, the project approval and environmental document (PA&ED) requires revalidation as it is over three years old. The revalidation and right of way certification is anticipated to be complete within the next 18 months. Funding the revalidation effort with LPP Formula funds will allow the 71/91 Interchange project to compete for construction funds from the SB 1 Solutions for Congested Corridors program. Caltrans District 8 has committed to partnering with the Commission, as the lead agency, on this project. Total construction is anticipated at $118 million. Agenda Item 8N 220 91 HOV/Pachappa Underpass This project is to construct an underpass at Pachappa and other associated work remaining from the 91 HOV project. This project is anticipated to be ready to list in April 2018. The LPP Formula funds will provide full funding for the project based on the most recent construction estimate. The Commission is the lead agency. Total construction is estimated at $17.7 million. Temescal Canyon Widening The Temescal Canyon Widening project is part of the Commission's plans for improving the 1-15 corridor. The County is the lead agency. Temescal Canyon Road serves as the only north -south arterial that runs parallel to 1-15 and is used as an alternate route to avoid congestion on 1-15. Construction is anticipated to begin in July 2018. Funding construction with LPP Formula funds ensures the project can be delivered quickly to reduce congestion and address safety concerns. Total construction is estimated at $14.6 million. The LPP project map is below: Ri'_',:'_:: Chino F 13 a 1:driG�Aw♦ Sx a Marrlll Ave ms Chino Aopari v i s -1 `1 m pine Aw'1` 3 r c1 q t1 .n Limestone a C arry on FtglonaI FarF Foothi IE Ranch E Riverside Di Local Partnership Program Projects Map Norco 2 Corona 9 Municipal &nd S Air Forl .p 5I E' a' 5 8 re 5, •tar, P ed{ 2 6th S1 Silrerado Por ib la Hills t r • v� V�q-y buco Caanrlyon yorl D ov e Canyon Si imoni[e Ave Pedley Jurupa Hdden Valley a Val ey Wildlife Area • k... slid a•:= Central Ava p1n9 1,0 Ave d Ariintton AvSi r ` Pre �Q�x° ys� .O Horn e Gardens • k �s a at El 5a6rare rA Rd • lobo i 6tvri Formuia LPP: Temescal Canyon Road Widening W\t/C c • • , Highgrove - - Formula LPP: 91 HOWPachappa Underpass woodcrest x 9 0 s h1 }" •hnm 94« re mR m b S�^ra $p Rp i, > `w � •'ills ; ; Moreno Valley T. chAlr serve ese Ell i3Ar Perh ce S ▪ e 45, Romolan N� a vollmL Fw.yr—� i Al assen, m Cac4is Ave m `os A La Pei ri = Recrear Lace pe rr.a E Nur+ro Rd NL Competitive LPP: -15/Railroad Canyon Road Interchange Canyon a Lake Agenda Item 8N 221 Other projects throughout the County were considered for LPP Formula funds. However, the importance of delivering projects quickly with SB 1 funding will demonstrate to the voters that SB 1 is a critical funding source that can be relied upon to build sorely needed infrastructure improvements that otherwise would be delayed by several years. In addition, since the LPP Formula funds are available for two years, there is significant pressure to draw down these funds or the funds will lapse. Staff will continue to work with local agencies to help them prepare for future SB 1 competitive cycles including the Trade Corridors Enhancement Program and the Solutions for Congested Corridors Program. LPP Competitive Program Recommended Project Staff recommends submitting the I-15/Railroad Canyon Road interchange improvement project for the LPP Competitive program requesting approximately $15 million for the construction phase. The I-15/Railroad Canyon project is currently in the design phase, and right of way has also commenced. Construction is estimated at $35 million and anticipated to start December 2018, which fits the timeline for this program. Since this project has been approved for Transportation Uniform Mitigation Fee (TUMF) Regional Arterial funding, staff proposes programming approximately $17 million of TUMF Regional Arterial funds as local match. Therefore, if the project is approved for LPP Competitive program funds, staff will return to the Commission for approval to program the TUMF Regional Arterial funds and amend the current funding agreement to include the construction phase as well as LPP Competitive and TUMF Regional Arterial funding. This project also was approved for $2,920,000 of 2018 State Transportation Improvement Program funding at the Commission's September 2017 meeting. Applications for the LPP Competitive program are due January 30, 2018. The CTC is scheduled to approve the LPP Competitive program of projects on May 16, 2018. Fiscal Impact In regard to the proposed local match funds programming, 2009 Measure A WC Highway and/or New Corridor funds are available for the 71/91 Interchange project and MARA funds are available for the Temescal Canyon Road Widening project. Agenda Item 8N 222 AGENDA ITEM 80 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: December 13, 2017 TO: Riverside County Transportation Commission FROM: David Thomas, Toll Project Manager THROUGH: Anne Mayer, Executive Director SUBJECT: State Route 91 Design -Build Contract Amendment No. 5 STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve Agreement No. 12-31-113-05, Amendment No. 5, with Atkinson/Walsh, a Joint Venture, for additional design and construction work on the State Route 91 Corridor Improvement Project (SR-91 CIP) in the amount of $37,503,734, plus a contingency amount of $1 million, for a total amount not to exceed $702,704,387; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Authorize the Executive Director to approve contincency work to be performed pursuant to the agreement terms up to the not to exceed amount. BACKGROUND INFORMATION: The SR-91 CIP (shown in Figure 1) is generally described as extending the existing 91 Express Lanes into Riverside County from the Orange/Riverside County line to Interstate 15 and the addition of a general purpose lane in each direction from SR-71 to 1-15. More specifically the SR-91 CIP improvements include: • Extending the existing 91 Express Lanes east from the Orange/Riverside County line to 1-15, a distance of approximately eight miles; • Adding an express lane direct connector to and from 1-15, south of SR-91; • Installing a fully automated electronic toll collection system; • Adding a general purpose lane in each direction from SR-71 to 1-15; • Improving five local interchanges within the city of Corona (Main Street, Lincoln Avenue, Maple Street, Serfas Club/Auto Center Drive, and Green River Road); • Adding auxiliary lanes and other operational improvements throughout the project limits and specifically at the 15/91 interchange; and • Reconstructing impacted city streets and constructing soundwalls and aesthetics improvements. Agenda Item 80 223 91 Project Nth Chino Hills 94 Eastvale Norco y i] :- Project Limits Figure 1: SR-91 Corridor Improvement Project Vicinity Map On May 8, 2013, the Commission awarded Agreement No. 12-31-113-00 to Atkinson/Walsh, a Joint Venture, for the design and construction of the SR-91 CIP in the amount of $632,572,050, plus a contingency amount of $31,628,603, for a total amount not to exceed $664,200,653. During the course of design and construction of the SR-91 CIP, there were various contract change orders (CCOs), in the form of additions and deductions, that were agreed upon and several that are in the process of finalization totaling $27,082,337 of the Commission authorized $31,628,603 contingency. The remaining contingency is $4,546,266. There were several project issues, which arose during construction that require resolution as the project is approaching final acceptance. Those issues include but are not limited to disputed CCO work and the associated cost of that work and third party delay of work claims. Commission staff and Atkinson/Walsh, a Joint Venture, reached an agreement to resolve all project issues for a total amount of $42,050,000. This will require a contract amendment for an additional $37,503,734, in addition to utilizing the remaining contingency of $4,546,266. Recommendation Staff recommends approval of Agreement No. 12-31-113-05, Amendment No. 5, with Atkinson/Walsh, a Joint Venture, for additional design and construction work on the SR-91 CIP in the amount of $37,503,734, plus a contingency amount of $1 million, for a total not to exceed Agenda Item 80 224 contract value of $702,704,387. Staff also recommends to authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the amendment and authorize the Executive Director to approve contingency work to be performed pursuant to the agreement terms up to the not to exceed amount. Sufficient funds are included in the FY 2017/18 budget; therefore, a budget adjustment is not required. The SR-91 CIP involves several agreements for which there may be a need to request additional budget authorization as the project approaches final closeout. These agreements will be presented to the Commission at future dates, if necessary. Financial Information In Fiscal Year Budget: Yes Year: FY 2017/18 Amount: $43,050,000 2013 financing equity contributions, Source of Funds: 2017 Sales Tax Revenue Bonds proceeds Budget Adjustment: No for 91 Project completion, or commercial paper proceeds GL/Project Accounting No.: 003028 86103 00000 0000 262 3186103 $43,050,000 Fiscal Procedures Approved: \lfg4,4441� Date: 12/04/2017 Agenda Item 80 225 AGENDA ITEM 9 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: December 13, 2017 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Jillian Guizado, Legislative Affairs Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Legislative Update and 2018 State and Federal Legislative Platform BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Adopt the following bill position: a) H.R. 1— Seek amendments; and 2) Adopt the Commission's 2018 State and Federal Legislative Platform. Discussion State Update The California Transportation Commission (CTC) and Caltrans have been busy developing and finalizing guidelines for the various program created and funded by Senate Bill 1 (SB 1). As such, staff have been brainstorming, meeting, and collaborating both internally and externally to determine the most competitive and shovel -ready projects for submission under each call for project applications. The following information summarizes the formulaic and competitive programs for which the Commission and its member agencies can submit applications for funding. Local Partnership Program The Local Partnership Program (LPP), as funded by SB 1, provides $200 million annually to incentive self-help counties and agencies that administer taxes and fees that fund transportation improvements. Currently, the distribution of this program's funds is 50 percent formulaic and 50 percent competitive. In the first LPP call for projects, two years of formulaic funds are available (Fiscal Years 2017/18 and 2018/19) and three years of competitive funds are available (FYs 2017/18 through 2019/20), for a total available amount of $500 million. Staff's proposed plans for both the formulaic and competitive programs under LPP are described in detail in Agenda Item 8N. Agenda Item 9 226 Solutions for Congested Corridors Program Congested Corridors Program (CCP) was created to fund projects that make improvements to highly traveled, highly congested corridors, including providing more transportation choices. SB 1 makes available $250 million annually for this program. In the first call for projects for CCP, the CTC intends to award four years -worth of CCP projects (FY 2017/18 through 2020/21), for a total available amount of $1 billion. Staff is collaborating with Caltrans and local agencies to evaluate the most competitive projects for submission under CCP. Trade Corridor Enhancement Program Trade Corridor Enhancement Program (TCEP) will fund corridor -based freight projects and the approximately $300 million provided annually by SB 1 will be combined with federal National Highway Freight Program funds provided under the FAST Act. The first call for projects for TCEP will include five years of federal funding (FYs 2015/16 through 2019/20), three years of SB 1 funding (FYs 2017/18 through 2019/20), and a one-time appropriation from the Budget Act of 2015, for a total amount of $1.341 billion available in the first call. Staff is collaborating with local and partner agencies to determine what projects may be most competitive under the TCEP. Transit and Intercity Rail Capital Program Transit and Intercity Rail Capital Program (TIRCP) is an existing program created out of the Greenhouse Gas Reduction Fund that was expanded by SB 1. The goal of TIRCP is to fund transformative capital improvements to modernize intercity, commuter, and urban rail systems with the goal of reducing congestion and vehicle miles traveled by increasing ridership and improving safety. The upcoming call for projects for TIRCP includes five years of funding (FYs 2018/19 through 2022/23) for a total amount of $2.4 billion. Staff is working in partnership with LOSSAN to develop a joint application for TIRCP to fund capital projects needed to run Coachella Valley special event trains. These trains would serve the annual music festivals with intercity passenger rail service from Los Angeles to Indio. Subsequent rounds of TIRCP funding will be critical for the future implementation of the Coachella Valley -San Gorgonio Pass Rail Corridor. State Rail Assistance State Rail Assistance (SRA) funding in SB 1 is intended to provide commuter and intercity rail agencies with dependable supplemental revenue to improve rail service through both operations and capital investments. For the initial three-year funding cycle (FYs 2017/18 through 2019/20), Agenda Item 9 227 a total of $105 million is available statewide, with $10.5 million going to Metrolink and $13.1 million of flexible funds available for intercity rail agencies, public agencies authorized to plan and/or manage intercity rail operations for aspiring corridors, and Caltrans. Metrolink plans to utilize its funds for Los Angeles Union Station track improvements to relieve daily train congestion. Commission staff is communicating with the California State Transportation Agency (CaISTA) about a possible use for some of the flexible funds to be used for Coachella Valley -San Gorgonio Pass Rail Corridor service as an emerging corridor. Local Streets and Roads Local Streets and Roads (LSR) funding is essentially doubled in SB 1 to address basic road maintenance, rehabilitation, and critical safety needs on local streets and roads. In FY 2017/18, which will yield a partial year of SB 1 LSR funding, Riverside County cities and the county are estimated to receive an additional $17 million and $14.5 million respectively. In FY 2018/19, with a full year of SB 1 LSR funding, our cities and the county are estimated to receive an additional $40 million and $33 million respectively (Attachment 1). Project lists, as adopted in agency budgets or by resolution, were due to the CTC on October 16, 2017. State Transit Assistance, State of Good Repair STA' State of Good Repair (SGR) funding in SB 1 is dedicated to transit infrastructure repair and service improvements and is being referred to as the SGR program. $105 million annually is available for this program to be used for transit maintenance, rehabilitation, and capital projects. The Riverside County share of STA SGR funds for FY 2017/18 is nearly $3.7 million. Eligible transit operators will be required to submit an annual project list to Caltrans. The first list is due January 19, 2018 and on September 1 in subsequent years. State Transit Assistance STA funding in SB 1 is dedicated to transit operations and capital improvements. In FY 2017/18, an estimated $175 million is available for this program. In subsequent years, it is estimated the annual STA funding available statewide will be $274 million. The Riverside County share of STA funds from SB 1 for FY 2017/18 is approximately $7 million. Agenda Item 9 228 Active Transportation Program Following passage of SB 1 in April 2017, the CTC performed an Active Transportation Program (ATP) Cycle 3 Augmentation, due to how recently ATP Cycle 3 had been approved. The Commission received and approved an item relating to the ATP Cycle 3 Augmentation at its October 11, 2017 meeting. The CTC approved award of $26 million to Riverside County projects, funded by SB 1, the same month. Freeway Service Patrol SB 1 provides an additional $25 million annually statewide for the Freeway Service Patrol (FSP) program. Initially, it was believed the annual FSP funds would be distributed using the existing formula in the California Streets and Highways Code. However, Caltrans has recently indicated it is considering allocating the funds through a competitive process. If all of the funds were distributed by formula, the Commission's allocation would be approximately $1.6 million annually, which equates to a 100 percent increase to current state -provided FSP funding. Staff will return to the Commission in the future with additional information about the SB 1-provided FSP funds. Federal Update On November 17, 2017, the House of Representatives passed H.R. 1, the Tax Cuts and Jobs Act. On November 9, 2017, the Senate released a Chairman's Mark (a draft of a bill without legislative text) of the Tax Cuts and Jobs Act, which is expected to receive a vote during the week of November 27, 2017. Both proposals contain provisions which pose significant financial consequences to the Commission and, as such, staff is recommending a "seek amendments' position be adopted on the following three items within H.R. 1, the Senate's tax reform plan, and any subsequent conference legislation: 1. Advance Refunding — Under existing law, agencies have the ability to take advantage of a one-time advance refunding, or refinancing, on municipal bonds. The tax reform proposals would repeal this provision and eliminate the ability to advance refund bonds. Estimated cost to the Commission if the agency is unable to take advantage of advance refunding on 2010A and 2013A sales tax revenue bonds (tax-exempt): $28.7 million net present value of savings from cash flow ($39 million of cash flow savings). Staff is proposing to complete an advance refunding before the end of 2017 to head -off the potential that this tool will no longer be available after December 31, 2017, as proposed by H.R. 1. However, elimination of advance refundings will affect future Commission budgets and could have an impact on nearer -term finances if the Commission is unable to complete an advance refunding in December 2017. 2. Employers' Deduction of Commuter Benefits — Under existing law, employers are allowed to deduct the cost of providing commuter benefits to their employees. For Agenda Item 9 229 example, SpaceX participates in Metrolink's Corporate Pass program, which allows it to purchase Metrolink passes for its employees. This saves SpaceX money on payroll taxes and helps achieve South Coast Air Quality Management District mandates on large employers. The tax reform proposals remove employers' ability to deduct commuter benefits provided to employees. Estimated cost to the Commission: Not currently known. However, Metrolink has reported that 17 percent, or $15 million, of its total revenues come from the Corporate Pass Program. The tax reform proposal to eliminate this important employer deduction could discourage employers from offering this benefit and puts Metrolink revenues at risk, thereby increasing the financial burden on the Commission to fund Metrolink operations, and has the potential to add more cars to our already -congested roads. 3. Private Activity Bonds — Currently, Private Activity Bonds (PABs) are issued on a tax- exempt basis, making them an attractive option for private sector entities and non -profits that participate in building projects, such as: low-income residential rental projects; airports; water, sewage and solid waste treatment facilities; highway or surface freight transfer facilities; nonprofit hospitals, universities, and museums. The House of Representatives proposal makes PABs not tax-exempt and puts at risk a cost-effective and attractive tool for companies and non -profits to invest in important infrastructure. Estimated cost to the Commission: Not currently known. Staff is not aware of any Commission projects for which PABs have been used. However, due to the dire financial condition of the federal Highway Trust Fund and the risk of losing California Senate Bill 1 funding due to a repeal initiative, staff believes it is in the Commission's best interest that as many funding and financing options as possible be made available to public and private institutions. An important effect of the Tax Cuts and Jobs Act that may further impact the Commission financially is the possibility of sequestration. If Congress passes a tax reform package with the current cost of $150 billion per year, it could be forced to make an equal amount of cuts to various government -funded programs. This includes the subsidies for Build America Bonds (BABs) through which the Commission issued 2010 Series B sales tax revenue bonds (taxable). These bonds were attractive during the recession due to the federal government subsidizing the interest rate on the bonds. Sequestration has the potential to eliminate or reduce the subsidy on an annual basis, thereby costing the Commission money. While it is not a certainty that this type of sequester would occur, as Congress can waive the budget rules that require it, it is important for the Commission to be aware of the potential. Estimated cost to the Commission: To date, sequestration is costing the Commission an additional $210,000 per year in lost subsidy. If sequestration occurs again, particularly as a result of the tax reform proposals, the Commission could face a maximum loss of an additional $3 million per year. Without further sequestration, the current subsidy value is $57.7 million. Agenda Item 9 230 Staff communicated these concerns to Riverside County's congressional delegation. Staff proposes the Commission consider adopting a formal position to seek deletion of the three above -mentioned positions to protect the Commission's fiscal outlook and ability to deliver needed transportation projects. 2018 State and Federal Legislative Platform At the beginning of every year, the Commission adopts a legislative platform that outlines the positions the Commission will take on various pieces of legislation, administrative policies, and regulations. The platform addresses broad themes that are critical in both Sacramento and Washington, D.C. These platform points allow staff, Commissioners, and the Commission's legislative advocates to communicate in a timely, effective manner with state and federal actors as issues arise. The 2018 proposed state and federal legislative platform follows closely with what the Commission adopted in previous years and includes a few items that have been added or adjusted to reflect policy issues that have arisen in the last year and are anticipated to be on the horizon for 2018. Attachments: 1) Estimated Local Streets and Roads Funding 2) 2018 State and Federal Legislative Platform Agenda Item 9 231 Estimated Local Streets and Roads Funding ATTACHMENT 1 FY 2016/17 (no SB 1) FY 2017/18 (partial SB 1) FY 2018/19 (full SB 1) Banning $ 624,582 $ 887,802 $ 1,249,819 Beaumont $ 865,941 $ 1,294,077 $ 1,823,801 Blythe $ 428,845 $ 601,891 $ 846,301 Calimesa $ 174,945 $ 242,561 $ 339,881 Canyon Lake $ 227,237 $ 311,596 $ 437,000 Cathedral City $ 1,077,235 $ 1,555,628 $ 2,192,699 Coachella $ 894,847 $ 1,302,297 $ 1,832,414 Corona $ 3,241,370 $ 4,698,143 $ 6,631,382 Desert Hot Springs $ 577,136 $ 837,003 $ 1,178,052 Eastvale $ 1,232,839 $ 1,808,797 $ 2,550,373 Hemet $ 1,668,049 $ 2,289,705 $ 3,229,796 Indian Wells $ 111,355 $ 160,732 $ 224,273 Indio $ 1,707,262 $ 2,516,906 $ 3,550,783 Jurupa Valley $ 2,204,416 $ 2,807,217 $ 3,959,900 La Quinta $ 1,188,413 $ 1,747,474 $ 2,463,737 Lake Elsinore $ 809,838 $ 1,147,853 $ 1,617,218 Menifee $ 1,731,096 $ 2,543,812 $ 3,588,796 Moreno Valley $ 4,054,278 $ 5,856,443 $ 8,267,817 Murrieta $ 2,174,321 $ 3,251,435 $ 4,587,487 Norco $ 555,577 $ 780,544 $ 1,098,287 Palm Desert $ 1,039,994 $ 1,415,520 $ 1,994,755 Palm Springs $ 949,077 $ 1,337,765 $ 1,885,523 Perris $ 1,479,935 $ 2,109,151 $ 2,974,711 Rancho Mirage $ 368,905 $ 522,759 $ 734,917 Riverside $ 6,402,175 $ 9,250,024 $ 13,062,237 San Jacinto $ 934,664 $ 1,366,264 $ 1,925,787 Temecula $ 2,207,354 $ 3,116,872 $ 4,397,378 Wildomar $ 698,198 $ 1,011,072 $ 1,423,975 TOTAL $ 39,629,884 $ 56,771,343 $ 80,069,099 County of Riverside $ 36,055,489 $ 50,608,042 $ 69,262,001 Source: http://californiacityfinance.com/LSR1704.pdf 232 RIVERSIDE COUNTY TRANSPORTATION COMMISSION 4080 lemon Street, 3rd Floor • Riverside, CA Mailing Address: P.O. Box 12008 • Riverside, CA 92502-2208 951.787.7141 •951.787.7920 • www.rctc.org 2018 State and Federal Legislative Platform 233 234 OFRIVERSIDE COUNTY TRANSPORTATION COMMISSION OBJECTIVE: Advocate for state and federal policy and funding decisions that enable RCTC to: implement Measure A, the Regional Transportation Plan (RTP), and adopted plans and programs; comply with state and federal requirements; and provide greater mobility, improved quality of life, operational excellence, and economic vitality in Riverside County. Equity and Fairness • Funding should be distributed equitably to Riverside County. • Governance structures should give equitable voting and decision -making authority to Riverside County. • Policies should recognize high -growth regions for their impact on the economy and environment, looking forward. Regional Control • Project selection and planning authority for state/federal funds should be as local as possible, preferably in the hands of the Commission. • State/federal rulemakings, administrative processes, program guidelines, and policy development activities should include meaningful collaboration from regional transportation agencies. • Oppose efforts by non -transportation interests to assert control over transportation funding. • Policies should be sensitive to each region's unique needs and avoid "one size fits all" assumptions, especially regarding the balance among highways, transit, rail, and freight; and urban, suburban, and rural needs. • State/federal policies should align authority to select projects, manage performance, and implement programs with state/federal mandates and responsibilities placed upon regional and local governments. Protect Our Authority and Revenue • Existing statutory authorities for the Commission should be preserved and protected. • Oppose efforts to infringe on the Commission's discretion in collecting and administering its revenue sources including, but not limited to, Measure A, tolls, TUMF. • Oppose efforts to remove or reduce tax exemption on municipal bond interest to avoid increased costs to finance projects. • Oppose legislation that restructures or interferes with governance of the Commission or other local and regional transportation agencies without the support and consent of the entity affected. • Support legislation that facilitates collection and remittance of sales taxes on e-commerce. • Support efforts to preserve and/or increase funding for transportation. Innovation • Support a collaborative approach for the California Transportation Secretary's "California Transportation Infrastructure Priorities (CTIP)" efforts to advance innovation and reform. 1 235 " Support the availability of project delivery tools such as design -build, construction manager/general contractor, and public -private partnerships to the Commission, the State, federal agencies, and other infrastructure agencies. Oppose efforts to add barriers to effective implementation of such tools. " Support implementation and expansion of U.S. Department of Transportation's "Every Day Counts" initiative, the "Building America Transportation Investment Center" and other efforts to expedite and advance innovation in transportation. Project Delivery Streamlining " Support all efforts to reduce project delivery timelines while maintaining important environmental protections. " Support reciprocity of the California Environmental Quality Act (CEQA) for the National Environmental Protection Act (NEPA). " Support implementation of the Fixing America's Surface Transportation Act (FAST Act) reforms to accelerate project delivery including, but not limited to, the creation of a single NEPA document for all federal agencies; NEPA reciprocity; expediting and improving the federal permitting review process; and narrowing concurrence requirements. " Support further efforts to streamline the federal environmental project approval processes and provide flexibility to meet planning requirements due to changing circumstances. " Support creation of a low -interest loan program to support habitat conservation plans that mitigate the impacts of transportation infrastructure and make project approvals more efficient. " Support efforts to modernize the CEQA, including but not limited to: o Reduce the Commission's exposure to litigation; o Increase accountability and disclosure for plaintiffs in CEQA cases; o Limit courts' ability to invalidate entire CEQA document when a writ of mandate can resolve discreet issues; o Exempt illegal actions from CEQA review; and o Prohibit "document dumping". Accountability " Revenue derived from transportation sources should be spent exclusively on transportation projects. Support measures to strengthen the relationship between transportation revenue and expenditures; oppose measures that weaken them. " Support efforts to ensure that all projects in a voter -approved tax measure are delivered to the public. " Encourage the adoption of on time, balanced state budgets, federal appropriations, and authorizations, to ensure transportation projects are delivered without delay or costly stoppages, and that adequate planning for future projects can take place. " Promote policies that ensure state and federal agencies are responsive and accountable to Commission concerns when working on Commission projects. " Oppose efforts by non -elected, regulatory bodies to dilute, reduce, or withhold transportation funds. " Support maximum transparency by funding agencies in revealing scoring of funding requests. 2 236 Alignment of Responsibilities • Support strong collaborative partnerships with state and federal agencies. • Support policies that reflect and recognize self-help counties' supermajority funding contribution to transportation projects in California. Oppose policies that give outsized weight to minority funding partners. • Advocate that cap -and -trade revenues be expended in a manner that enables regions to meet greenhouse gas reduction goals in SB 375, AB 32 and SB 32. • Support policies that provide decision -making authority and flexibility to agencies bearing financial risk for projects. Oppose policies that place unfunded mandates and other undue burdens and restrictions on agencies that bear financial risk for projects. • Support efforts by the state and federal governments to improve maintenance and operations of the state highway and interstate systems. Oppose efforts to realign maintenance and operations costs and responsibilities to local or regional agencies. • Oppose efforts by the state legislature to deflect responsibility for voting on revenue for statewide transportation to local voters. Alternatives to Driving Ridesharing • Support incentives to employers that enhance or create transit reimbursement or ridesharing programs. • Oppose new mandates on employers or transportation agencies to provide ridesharing programs, or any efforts that would result in disruption of the Commission's ridesharing program. • Support programs and policies that support investments in new technologies that promote ridesharing, traffic information, and commuter assistance. Active Transportation • Support maximum regional control of project selection for Active Transportation Projects. Transit and Rail • Support incentives for transit agencies that utilize alternative fuels. • Support inclusion and prioritization of Coachella Valley -San Gorgonio Pass Rail service in the California State Rail Plan and other state planning and funding efforts. • Support legislation to better enable the Coachella Valley -San Gorgonio Pass Rail service to become part of California's intercity rail network, such as legislation to allow intercity rail joint powers authorities to expand their service areas. • Advocate for expeditious and certain reviews and approvals for greenhouse -gas -reducing rail and transit projects. • Support increases in funding for Capital Improvement Grants for new transit service (New and Small Starts 5309 program) in order to create funding capacity for future rail expansion projects and bus rapid transit service in Riverside County. 3 237 " Support efforts to provide an equitable share of funding to west coast intercity rail systems as compared to the Northeast Corridor. " Support Metrolink's policy and funding needs with regard to implementation of positive train control and other rail safety items. Support efforts to prioritize high-speed rail funding for connectivity improvements to existing transit systems and infrastructure in California's urban areas. In particular, support all efforts to ensure that funding is provided as soon as possible projects included in the Memorandum of Understanding (MOU) between the California High Speed Rail Authority (CHSRA), the Southern California Association of Governments (SCAG), and the Commission. " Ensure that the Commission's rights and interests in passenger rail in Southern California are properly respected in state, federal, and regional plans and policies. " Support all transit operators in Riverside County with legislative concerns impacting the operators' funding and operations. " Support efforts to provide for streamlined project delivery for transit projects that fulfill the goals of AB 32 and SB 375, as well as other state and federal air quality mandates and mobility performance measures. Tolling " Support legislation that enhances the full and accurate capture of toll revenues, in order to protect the Commission's debt and congestion management obligations. " SupportEngage in legislation regarding privacy laws to ensure an appropriate balance between customer privacy, public safety, financial obligation, and practical operations is reasonably met. " MonitorOppose legislation significantly altering the type and/or number of vehicles subject to free or reduced toll rates, in order to protect the Commission's debt and congestion management obligations, and to reduce operational costs and complexity. " Monitor legislation and Administrative policies relating to interoperability of tolled facilities statewide and nationally, in order to ensure technical feasibility, cost reasonableness, and customer satisfaction. Goods Movement " Support recommendations of the House Panel on 21sT Century Freight Transportation. " Support Congressional action to create a new dedicated funding source for goods movement projects, inasmuch as the funding source: o Has a nexus to the user; o Does not reduce funding to existing highway and transit programs; o Provides funding to California, and Southern California in particular, commensurate with this region and state's significance to interstate goods movement; and o Can be spent on grade separation projects. " Provide input to the National Freight Advisory Committee and California State Freight Advisory Committee. " Advocate for accurate representation of Riverside County in the Primary Freight Network or other national or statewide freight route designations. " Advocate for freight funding from state and federal sources to be distributed based on a bottoms - up regional consensus, in consultation with state and federal freight plans. 4 238 Projects • Support programs and policies that advantage transportation projects in Riverside County, including but not limited to: o Measure A -funded projects o Grade separations o Transit capital projects and operations by regional and municipal transit agencies o Commuter rail capital projects and operations o Intercity Rail Service to the Coachella Valley and San Gorgonio Pass o Local streets and road projects sponsored by the county and municipalities o Active Transportation Projects o Expansion and rehabilitation of the state highway system o Interchanges o Safety enhancements o Mitigation of the impacts of goods movement o Connectivity to high-speed rail o Connectivity to commercial airports o Tolled Express Lanes, tolled highways, and related infrastructure and technology • Oppose policies that inhibit the efficient, timely delivery of such projects. • Support implementation of projects in other counties that are contained in the Southern California Association of Governments RTP/Sustainable Communities Strategy when requested by other counties and not in conflict with the Commission's interests. Funding • Support robust testing and analysis of California's road charge pilot program as a potential replacement of the state motor fuels excise tax as the primary funding mechanism for transportation. • Encourage the federal government to authorize a program to test and analyze a pilot program to explore potential replacement mechanisms for the federal gasoline excise tax. • Support all efforts to maintain, at the very least, level state/federal funding for transportation programs. • Strongly support repayment of loans made to the state general fund from transportation -related accounts. • Support re -dedication of California truck weight fees to transportation accounts. • Strongly encourage stabilization and restoration of the State Transportation Improvement Program (STIP) from the deep cuts suffered in 2016 which impacted Riverside County projects. • Monitor legislation relating to tax collection for impacts on Measure A revenues or administration fees. • Support maximizing flexibility and discretion over funding decisions. • Funding sources should be discretionary and distributed by population share to facilitate expeditious project delivery and expenditure of funds. Regional Partnerships 5 239 " Collaborate with regional transportation agencies to impact transportation funding and regulatory policies to bring equity and fairness to the Inland Empire region. " Collaborate with public and private sector stakeholders on policy and funding matters that enhance economic development and quality of life in the Inland Empire region. " Engage in legislative efforts impacting regional transportation agencies, particularly when the efforts have a nexus to the Commission. 6 240 LEG ISLATVE UPDATE Aaron Hake, External A ffa irs D ire c t o r rIF Today's Item • SB 1 Overview • 2018 State and Federal Legislative Platform • Federal Tax Cutsand JobsAct COMMISSION M EEII N G : D EC EM BER 13, 2017 oF SB1 Overview COMMISSION M EEII N G : D EC EM BER 13, 2017 ilf SB1 - Recap • Sgned by Governor Brown April 2017 • $5.2 billion annually statewide for Road Maintenance and Rehabilitation • Revenue collection began November 1 COMMISSION M EEII N G : D EC EM BER 13, 2017 SB 1 in Riverside County • $69,943,430 formula funding* in FY 2017/ 18 • $113,599,430 formula funding* in FY 2018/ 19 *Does not include Ca Itra ns District 8 funding for operationsand maintenance of highways, bridges, and culverts COMMISSION M EEII N G : D EC EM BER 13, 2017 rif Local Partnership Program • Formula • $6.786 million annually • 71/91Interchange • SR 91 HOV/Pachappa Underpass • Temescal Canyon Road Widening COMMISSION M EEII N G : D EC EM BER 13, 2017 Local Partnership Program • Competitive • $300 million (FYs 2017/ 18 to 2019/ 20) • 1-15 rcaiiroaa canyon Koaa Interchange (seeking $15 million) COMMISSION M EEII N G : D EC EM BER 13, 2017 r5 Solutions for Congested Corridors Program • Competitive • $1 billion (FYs 2017/ 18 to 2020/ 21) • Determining which projectsto compete COMMISSION M EEII N G : D EC EM BER 13, 2017 r5 Trade Corridor Enhancement Program • Competitive • $1.341 billion (FYs 2015/ 16 to 2019/ 20) • Latermiii....0 _,nich proje‘Astu compete 4 COMMISSION M EEII N G : D EC EM BER 13, 2017 r5 Tra nsit a nd Intercity Rail Capital Program • Competitive • $2.4 billion (FYs 2018/ 19 to 2022/ 23) • Special event trains to Coachella Music Festivals COMMISSION M EEII N G : D EC EM BER 13, 2017 rs State Fti il Assistance • Formula $10.5 million to Metrolink (FYs 2017/ 18 to 2019/ 20) • Potential collaboration with state on Coachella Valley -San Gorgonio Pass Rail Corridor service 64k:ill) . COMMISSION M EEII N G : D EC EM BER 13, 2017 FS State Transit Assistance • Formula • $3.7 million annually -State of Good Repair • Transit ope rators subm it project list annually to Ca Itra ns . • $7 million in FY 2017/ 18 -State Transit Assista nc e COMMISSION M EEII N G : D EC EM BER 13, 2017 Active Transportation Progra m • Competitive • Augmentation of recent Cycle 3 • $21.1 million of new ATP projects • Advance $10.9 million of Cycle 3 projects COMMISSION M EEII N G : D EC EM BER 13, 2017 Fil Freeway Service Patrol • Caltransdeveloping guidelines • $25 million statewide COMMISSION M EEII N G : D EC EM BER 13, 2017 Local Streets and Roads $4,000,000 $3,500,000 $3,000,000 $2,500,000 $2,000,000 $1,500,000 $1,000,000 $500,000 $0 Coachella & Palo Verde Valleys (s) � r�a�� G�aG �0�5� �a\a� GOB �� \ s� O® i a`° �a ��� � - J�� PAS Qa ■ before SB 1 ■ aft i 11RIS FS Local Streets and Roads Western Riverside County $14,000,000 $12,000,000 $10,000,000 $8,000,000 $6,000,000 $4,000,000 $2,000,000 $0 c) ,(; a \o ago oJ ko oo oJ \o o a \ a� \o\��o�oaoJ (baoc`)0( �o0 <<,(><o� 'ta�kJQ e .ke ,Jo ■ before SB 1 ■aft <\o,�o oo o��\• � s`b•e ���o oJ\a ��� Q� �G, g o do .cr ,, S r5 Local Streets and Roads $160,000,000 $140,000,000 $120,000,000 $100,000,000 $80,000,000 $60,000,000 $40,000,000 $20,000,000 $0 Riverside County Unincorporated County All Cities& County ■ before SB 1 after SB 1 r5 2018 State and Federal Legislative Platform COMMISSION M EEII N G : D EC EM BER 13, 2017 oF Summary of Changes to Platform • Regional Control • Protect Our Authority and Revenue • Salestax revenuesfrom e-commerce • Maintain/increase transportation funding • Tolling • Funding • Regional Partnerships COMMISSION M EEII N G : D EC EM BER 13, 2017 " Federal Tax Cuts and Jobs Act COMMISSION M EEII N G : D EC EM BER 13, 2017 git Proposed Position: Seek Amendments Provisions: • Advance Refunding • Employers' Deduction of Commuter Benefits • Private Activity Bonds Possible Effect: • Sequestration COMMISSION M EEII N G : D EC EM BER 13, 2017 Questions? COMMISSION M EE FI N G : D EC EM BER 13, 2017 AGENDA ITEM 10 COMMISSIONERS: PLEASE GIVE SPECIAL ATTENTION TO THE BOLD PARAGRAPH IN THIS AGENDA ITEM. RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: December 13, 2017 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Theresia Trevino, Chief Financial Officer THROUGH: Anne Mayer, Executive Director SUBJECT: Refunding of 2010 Series A and 2013 Series A Sales Tax Revenue Bonds BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Receive and file the presentation regarding the issuance of the 2017 Series B Sales Tax Revenue Refunding Bonds (2017B Refunding Bonds); 2) Approve the refunding of a portion of the 2010 Series A Sales Tax Revenue Bonds (2010A Bonds) and 2013 Series A Sales Tax Revenue Bonds (2013A Bonds), outstanding in the aggregate principal amounts of $37,630,000 and $462,200,000, respectively; 3) Adopt Resolution No. 17-015, "Resolution Authorizing the Issuance and Sale of Not to Exceed $410,075,000 Aggregate Principal Amount of Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) in One or More Series, the Refunding of Outstanding Bonds, the Execution and Delivery of an Eighth Supplemental Indenture, a Purchase Contract, an Official Statement, a Continuing Disclosure Agreement and One or More Escrow Agreements, and the Taking of All Other Actions Necessary in Connection Therewith"; 4) Approve the draft preliminary Official Statement for the issuance of not to exceed $410,075,000 in 2017B Refunding Bonds and authorize the Executive Director to approve and execute the printing and distribution of the final Official Statement; 5) Approve the draft Continuing Disclosure Agreement related to the 2017B Refunding Bonds between the Riverside County Transportation Commission and Digital Assurance Certification, L.L.C., as dissemination agent, and authorize the Executive Director to approve and execute the final Continuing Disclosure Agreement; 6) Approve the draft Eighth Supplemental Indenture for the 2017B Refunding Bonds between the Riverside County Transportation Commission and U.S. Bank National Association (US Bank), as Trustee, and authorize the Executive Director to approve and execute the final Eighth Supplemental Indenture; Agenda Item 10 241 7) Approve the draft form of the Bond Purchase Agreement between the Riverside County Transportation Commission and Goldman, Sachs & Co. (Goldman), as Underwriter Representative acting on behalf of itself and Merrill Lynch, Pierce, Fenner & Smith Incorporated (BofAML); Barclays Capital Inc. (Barclays); Academy Securities (Academy); and Fidelity Capital Markets (Fidelity), (collectively the Underwriters), for the 2017B Refunding Bonds and authorize the Chief Financial Officer to approve and execute the final Bond Purchase Agreement; 8) Approve the draft form of Escrow Agreement between the Commission and US Bank, as Escrow Agent; 9) Approve the estimated costs of issuance of $625,000 and underwriters' discount of $1,075,000 to be paid from the bond proceeds and execution of related agreements, as required; 10) Approve Agreement No. 05-19-510-13, Amendment No. 13 to Agreement No. 07-31-14-00, with Orrick, Herrington, & Sutcliffe LLP (Orrick) for bond counsel services related to the issuance of the 2017B Refunding Bonds for an additional amount of $100,000 and a total amount not to exceed $2,850,000; and 11) Approve adjustments to the FY 2017/18 budget in the amount of $477.2 million to increase sources and to increase uses related to the issuance and use of advance refunding bond proceeds. BACKGROUND INFORMATION: In November 2002, Riverside County voters approved a 30-year renewal of the transportation sales and use tax known as Measure A. As required by state law, Measure A includes a limitation on the amount of bonded indebtedness that can be utilized to finance projects. The limit on the maximum outstanding principal amount included in 2002 was $500 million and was increased to $975 million following approval by the Riverside County voters in November 2010. Prior to the commencement of the 2009 Measure A on July 1, 2009, the Commission established a financing program in order to advance project development and land and right of way acquisition. In 2005 a commercial paper program was established; its current authorization is $60 million. Currently, the outstanding debt secured by Measure A sales tax revenues consists of the following: Description Final Maturity Amount Outstanding 2005 Commercial Paper Series A Notes June 2039 $ 0 2009 Series B and C Variable Rate Bonds (Tax -Exempt) June 2029 70,800,000 2010 Series A Bonds (Tax -Exempt) June 2032 37,630,000 2010 Series B Bonds (Taxable Build America Bonds) June 2039 112,370,000 2013 Series A Bonds (Tax -Exempt) June 2039 462,200,000 2016 Series A Refunding Bonds (Tax -Exempt) June 2029 73,240,000 2017 Series A Bonds (Tax -Exempt) June 2039 158,760,000 $ 915,000,000 Agenda Item 10 242 Following financial close in July of the financing for the Interstate 15 Express Lanes Project (1-15 ELP) and State Route 91 Corridor Improvement Project (91 Project) completion, staff intended over the next couple of years to commence consideration of refinancing opportunities for its outstanding sales tax bonds based on the difference between the rates on the outstanding bonds and current low interest rates. However, on November 2, the United States House of Representatives unveiled its proposed tax reform bill, which includes provisions that would, among other changes, no longer permit advance refundings of tax-exempt municipal debt after December 2017. This presents a significant risk to the Commission's ability to lower the interest rates it pays on certain bonds by refunding them in advance of their call dates. Accordingly, staff quickly assembled the Commission's financing team to update and review its refunding analysis. Based on the preliminary analysis, which is subject to change based on market conditions, it is projected the Commission could advance refund the portion of the outstanding 2010A Bonds and 2013A Bonds subject to optional redemption prior to maturity in the aggregate amount of approximately $410,075,000 with the issuance of approximately $397 million of refunding bonds at a 5 percent interest coupon rate and an estimated original issue premium of $79 million — resulting in cash flow savings of approximately $39 million and net present value savings of cash flow of approximately $29 million through 2039. This would result in a target of 7 percent savings, which complies with the Commission's debt policy requirement of net present value savings of at least 3 percent of the amount of refunded bonds. Staff recommends the Commission authorization for the issuance amount of refunding bonds not exceed the amount of outstanding bonds that may potentially be refunded, or $410,075,000. Refunding Plan The proposed 2017B Refunding Bonds are fixed rate bonds with maturities between June 2024 and June 2039, reflecting the maturities of the outstanding 2010A Bonds and 2013A Bonds. Although the issuance of the refunding bonds is not considered a complex transaction requiring significant financial development and modeling, staff recommends a negotiated debt sales process rather than a competitive bid debt sales process, as permitted in the Commission's debt policy, due to the urgency to complete this transaction within an extremely short period. Staff recommends the selection of underwriters from the Commission's pool of qualified underwriters to participate in a negotiated debt sales process. The current pool was established in April 2015, and underwriters from that pool participated in the financing completed in July 2017 for the 1-15 ELP and 91 Project completion. Goldman, the underwriter selected to lead this transaction, has provided valuable information on the proposed refunding since this summer. The financing team that participated in the development of this proposed refunding plan and related documents is comprised of the following key members: Agenda Item 10 243 " Financial Advisor: Fieldman " Underwriters: Goldman, BofAML, Barclays, Fidelity, and Academy " Bond Counsel: Orrick " Disclosure Counsel: Norton Rose " General Counsel: Best Best & Krieger LLP " Trustee: US Bank " Escrow Agent: US Bank " Escrow Verification Agent: Causey Demgen & Moore P.C. On December 4 in anticipation of Committee and Commission approval, Commission representatives are scheduled to make presentations to S&P Global Ratings (S&P) and Fitch Ratings (Fitch) on the Commission, its sales tax revenues, and related sales tax debt. Draft documents for the issuance of the 2017B Refunding Bonds will be submitted to these rating agencies in late November in order to obtain updated long-term debt ratings on the Commission's sales tax revenue debt prior to the December Commission meeting. The proposed documents for this transaction will continue to be reviewed and revised for any matters that arise as a result of the rating agency reviews and other matters. The preliminary official statement is expected to be posted on December 13 following Commission approval, and the sale of bonds is scheduled for the week of December 18. Closing of this financing transaction is expected on December 28, as it must be completed prior to December 31 to mitigate tax reform risks described above. The drafts of the documents for the proposed 2017B Refunding Bonds are attached for the Commission's adoption or approval consist of the following: " Resolution No. 17-015 (draft) authorizing the issuance and sale of not to exceed $410,075,000 aggregate principal amount of Riverside County Transportation Commission sales tax revenue refunding bonds (limited tax bonds) in one or more series and the refunding of outstanding bonds; the execution and delivery of an eighth supplemental indenture, a purchase contract, an official statement, a continuing disclosure agreement, and one or more escrow agreements; and the taking of all other actions necessary in connection with this transaction (Attachment 1); " Preliminary Official Statement (draft) for the 2017B Refunding Bonds (Attachment 2); " Continuing disclosure agreement (draft) between the Commission and the dissemination agent for the 2017B Refunding Bonds (Attachment 3); " Eighth Supplemental Indenture (draft) between the Commission and the trustee regarding the terms and conditions of the issuance of the 2017B Refunding Bonds (Attachment 4); " Bond Purchase Agreement (draft) between the Commission and the underwriters regarding the purchase of the 2017B Bonds (Attachment 5); and " Form of Escrow Agreement (draft) between the Commission and the escrow agent related to the bonds to be advance refunded. Additionally, staff recommends approval of the estimated costs of issuance of $625,000 for the 2017B Refunding Bonds, as well as the execution of related agreements or amendments to Agenda Item 10 244 agreements, such as agreements with rating agencies, trustee, escrow verification agent, and dissemination agent. The issuance of refunding bonds was not anticipated in the FY 2017/18 budget and/or there is not sufficient capacity in existing agreements for the additional fees. Additionally, staff recommends an adjustment to the FY 2017/18 budget of $477.2 million to increase sources and uses related to the issuance of the advance refunding bonds. The costs of issuance, which exclude the underwriters' discount of approximately $1,075,000, are summarized as follows: Role/Purpose Amount Bond counsel $ 185,000 Disclosure counsel 52,000 General counsel 30,000 Financial advisor 85,000 Escrow agent 3,000 Escrow verification agent 3,000 Trustee 6,000 Rating agencies 227,000 Dissemination agent 2,500 Publication and printing 5,000 Other and contingency 26,500 Total $ 625,000 During the Budget and Implementation Committee meeting, Commissioner White raised a concern about a member of the financing team and its possible prior engagement with the city of Beaumont. Staff was directed to research the concerns and provide additional information to the Commission. Based upon further evaluation of the concern, it was determined that the RCTC financing team member in question had not provided services to the city of Beaumont. As part of the action to authorize the issuance of the 2017 Series B Refunding Bonds, the Commission will approve the form of the preliminary Official Statement and authorize its distribution in connection with the sale of the refunding bonds, as well as the preparation of a final Official Statement once the bonds have been sold and priced. These offering documents are required under state and federal securities laws prohibiting the offer and sale of securities such as the 2017 Series B Refunding Bonds, unless all matters that would be material to an investor in the bonds have been adequately disclosed and that there is no omission of material facts. Furthermore, under rules of the Securities and Exchange Commission, the underwriters cannot purchase the bonds unless they have received a substantially final offering document, which discloses all material information that they reasonably believe to be true and correct. The Commissioners serving on the Board as the governing body of the issuer of the 2017 Series B Refunding Bonds are expected to read and be familiar with the information described in the draft preliminary Official Statement included with this staff report. The Commissioners may employ the services of experts to take the lead in the drafting and review of the Official Statement and to provide financial projections included in the Official Statement; however, the Agenda Item 10 245 Commissioners have the duty to review the information and bring to the attention of those responsible for the preparation of the offering document any material misstatements or omissions in the draft and to ask questions if they are unclear about the information or their role. Some members of the financing team will be available at the Commission meeting to respond to the identification of any misstatements or omissions or to such questions. Financial Information In Fiscal Year Budget: No No Year: FY 2016/17 FY 2016/17 Amount: $477,200,000 (proceeds) $477,200,000 (debt service /other costs Source of Funds: Measure A sales tax revenue refunding bonds, commercial paper Budget Adjustment: Yes* Yes ** GL/Project Accounting No.: 30X 31 59101*$477,200,000 (refunding bond proceeds) 30X 31 96101* $475,500,000 (payment to escrow agent for refunded bonds) ** 30X 31 96103 $1,075,000 (underwriters discount) 30X 31 65520** $625,000 (professionals services costs of issuance) Fiscal Procedures Approved: \I-iff/ii-dati/fa Date: 11/16/2017 Attachments: Posted on the Commission Website 1) Resolution No. 17-015 (draft) 2) Preliminary Official Statement (draft) 3) Continuing Disclosure Agreement (draft) 4) Eighth Supplemental Indenture (draft) 5) Bond Purchase Agreement (draft) 6) Escrow Agreement (draft) 7) Orrick Agreement No. 05-19-510-13 (draft) Agenda Item 10 246 ATTACHMENT 1 OH&S Draft — 11 /22/ 17 NO. 17-015 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED $410,075,000 AGGREGATE PRINCIPAL AMOUNT OF RIVERSIDE COUNTY TRANSPORTATION COMMISSION SALES TAX REVENUE REFUNDING BONDS (LIMITED TAX BONDS) IN ONE OR MORE SERIES, THE REFUNDING OF OUTSTANDING BONDS, THE EXECUTION AND DELIVERY OF AN EIGHTH SUPPLEMENTAL INDENTURE, A PURCHASE CONTRACT, AN OFFICIAL STATEMENT, A CONTINUING DISCLOSURE AGREEMENT AND ONE OR MORE ESCROW AGREEMENTS, AND THE TAKING OF ALL OTHER ACTIONS NECESSARY IN CONNECTION THEREWITH WHEREAS, the Riverside County Transportation Commission (the "Commission") is a county transportation commission duly organized and existing pursuant to the County Transportation Commissions Act, being Division 12 of the Public Utilities Code of the State of California (Section 130000 et seq.) (as amended, the "Act"); WHEREAS, the Commission is authorized pursuant to the Riverside County Transportation Sales Tax Act, being Division 25 of the Public Utilities Code of the State of California (Section 240000 et seq.) (the "Sales Tax Act"), to, among other things, and with voter approval, levy a retail transactions and use tax in accordance with the provisions of Part 1.6 (commencing with Section 7251) of Division 2 of the California Revenue and Taxation Code (the "Sales Tax Law") and to issue limited tax bonds payable from the proceeds of such tax; WHEREAS, the Commission adopted Ordinance No. 02-001, named the "Transportation Expenditure Plan and Retail Transaction and Use Tax Ordinance" ("Ordinance No. 02-001") on May 8, 2002, pursuant to the provisions of the Sales Tax Act, which Ordinance provides for the imposition of a retail transactions and use tax (the "Sales Tax") applicable in the incorporated and unincorporated territory of Riverside County (the "County") in accordance with the provisions of the Sales Tax Law at the rate of one-half of one percent (1/2%) commencing July 1, 2009 and continuing for a period not to exceed thirty (30) years; WHEREAS, by its terms, Ordinance No. 02-001 became effective at the close of the polls on November 5, 2002, the day of the election at which the proposition imposing the Sales Tax was approved by more than two-thirds of the electors voting on the measure; WHEREAS, Ordinance No. 02-001 empowers the Commission to sell or issue, from time to time, on or before the collection of the Sales Tax, bonds, or other evidences of indebtedness (collectively, the "Sales Tax Debt"), the proceeds of which will fund capital expenditures for various purposes, including to carry out the transportation projects described in the Riverside County Transportation Improvement Plan, adopted as part of Ordinance No. 02-001, including any future amendments thereto (the "Expenditure Plan"); WHEREAS, on July 14, 2010, the Commission adopted Ordinance No. 10-002 (the "Ordinance No. 10-002" and, collectively with Ordinance No. 02-001, as amended from time to OHSUSA:767649759.2 time, the "Ordinance") providing that the aggregate principal amount of Sales Tax Debt at any one time outstanding shall not exceed $975 million; WHEREAS, by its terms, the Ordinance No. 10-002 became effective at the close of the polls on November 2, 2010, the day of the election at which the proposition relating to the Ordinance No. 10-002 was approved by more than a majority of electors voting on the measure; WHEREAS, the Ordinance authorizes the Commission to apply proceeds of the Sales Tax (the "Sales Tax Revenues") for transportation purposes, including the construction, capital, acquisition, maintenance and operation of streets, roads, highways, including state highways, and for related purposes; WHEREAS, pursuant to the Sales Tax Act, and as authorized pursuant to Article 10 and Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (Section 53570 et seq.) (the "Refunding Bond Law") and other applicable provisions of the laws of the State of California (collectively, the "Law"), the Commission is authorized to issue from time to time limited tax bonds, secured and payable in whole or in part from Sales Tax Revenues, including refunding bonds; WHEREAS, the Commission has heretofore issued its Sales Tax Revenue Bonds (Limited Tax Bonds), 2009 Series B, 2009 Series C, 2010 Series A, 2010 Series B, 2013 Series A, and 2017 Series A and its Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2016 Series A (collectively, the "Outstanding Sales Tax Bonds"), pursuant to an Indenture, dated as of June 1, 2008, as amended and supplemented (as it has been heretofore amended and supplemented, the "Indenture"), by and between the Commission and U.S. Bank National Association, as trustee (the "Trustee"), and such bonds are currently outstanding in the aggregate principal amount of $915,000,000; WHEREAS, the Commission's Sales Tax Revenue Bonds (Limited Tax Bonds), 2010 Series A (Tax -Exempt) are currently outstanding in the aggregate principal amount of $37,630,000 and the Commission's Sales Tax Revenue Bonds (Limited Tax Bonds), 2013 Series A are currently outstanding in the aggregate principal amount of $462,200,000; WHEREAS, the Commission has heretofore authorized the issuance from time to time of its Commercial Paper Notes (Limited Tax Bonds), Series A and Series B (the "CP Notes"), pursuant to an indenture, dated as of March 1, 2005, by and between the Commission and U.S. Bank National Association, as trustee and an issuing and paying agent agreement, dated as of March 1, 2005, and a first supplement to issuing and paying agent agreement, dated as of April 1, 2012, each by and between the Commission and U.S. Bank Trust National Association, as issuing and paying agent (collectively, the "CP Documents"); WHEREAS, the Commission previously determined, pursuant to Resolution No. 13-021 adopted by the Commission on September 11, 2013, to limit and 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; 2 OHSUSA:767649759.2 WHEREAS, the Commission hereby determines that one or more new series or subseries of bonds in an aggregate principal amount not to exceed four hundred ten million seventy-five thousand dollars ($410,075,000) and payable from Sales Tax Revenues on a parity with the Outstanding Sales Tax Bonds is necessary in order to finance any or all of the following purposes, (i) advance refunding all or a portion of the outstanding 2010 Series A Bonds (the "2010 Series A Refunded Bonds"), (ii) advance refunding a portion of the outstanding 2013 Series A Bonds (the "2013 Series A Refunded Bonds" and together with the 2010 Series A Refunded Bonds, the "2017 Refunded Bonds"), and (iii) paying the costs of issuance incurred in connection with such bonds, and the Commission has determined that such bonds in an amount not to exceed such principal amount shall be issued, secured by the Sales Tax Revenues and entitled, "Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2017 Series B" (the "2017 Series B Bonds"); WHEREAS, the Commission hereby further determines that the 2017 Series B Bonds shall be issued pursuant to an Eighth Supplemental Indenture, amending and supplementing the Indenture (the "Eighth Supplemental Indenture"), by and between the Commission and the Trustee; WHEREAS, there has been prepared and presented to the Commission a proposed form of Eighth Supplemental Indenture; WHEREAS, in order to set forth the terms of sale of the 2017 Series B Bonds, the Commission proposes to enter into a bond purchase agreement (the "Purchase Contract") with Goldman, Sachs & Co. LLC, as representative, acting on behalf of itself and Academy Securities, Barclays Capital, Inc., Fidelity Capital Markets and Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, the "Underwriters"); WHEREAS, the following documents have been prepared and presented to the Commission (collectively, the "Financing Documents"): (1) a proposed form of Eighth Supplemental Indenture, by and between the Commission and the Trustee, providing for the issuance of the 2017 Series B Bonds; (2) a proposed form of Purchase Contract setting forth the terms of sale of the 2017 Series B Bonds; (3) a proposed form of official statement in preliminary form to be distributed in connection with the offering and sale of the 2017 Series B Bonds (the "Official Statement"); (4) a proposed form of Continuing Disclosure Agreement to be executed and delivered by the Commission (the "Continuing Disclosure Agreement") to assist the Underwriters in satisfying their respective obligations under Rule 15c2-12 promulgated by the Securities and Exchange Commission; (5) a proposed form of Escrow Agreement (the "Escrow Agreement"), by and between the Commission and the Trustee, as Escrow Agent (the "Escrow Agent"); 3 OHSUSA:767649759.2 WHEREAS, the Commission has been presented with proposed forms of the Financing Documents relating to the financing described herein (the "Financing"), and the Commission has examined and approved each document and desires to authorize and direct the execution of such documents as are specified herein and such other documents as are necessary in connection with the Financing and to authorize and direct the consummation of the Financing; and WHEREAS, all acts, conditions and things required by the Sales Tax Law, the Law and the Constitution and laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the issuance of the 2017 Series B Bonds and consummation of the Financing authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Commission is now duly authorized and empowered, pursuant to each and every requirement of law, to authorize such Financing and to authorize the execution of the Financing Documents in final form, for the purposes, in the manner and upon the terms provided; NOW THEREFORE, THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION RESOLVES: Section 1. The Commission finds and determines that the foregoing recitals are true and correct and makes them an effective part of this Resolution by incorporating them herein by reference. Section 2. The issuance by the Commission of not to exceed $410,075,000 aggregate principal amount of Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2017 Series B, or such lesser principal amount as when combined with the then Outstanding Sales Tax Revenue Bonds and the obligations under the CP Documents will not exceed the aggregate amount of $975,000,000, in accordance with the provisions set forth in the Indenture and the Eighth Supplemental Indenture, in one or more series or subseries, in order to provide funds for any or all of the following purposes, (i) advance refunding all of the outstanding 2010 Series A Bonds, (ii) advance refunding a portion of the outstanding 2013 Series A Bonds, and (iii) paying the costs of issuance incurred in connection with such bonds, is hereby authorized and approved. Section 3. The proposed form of Eighth Supplemental Indenture presented to this meeting and the terms and conditions thereof are hereby approved. The structure, date, maturity date or dates (not to exceed June 1, 2039), fixed interest rate or rates (such rate or rates not to exceed a maximum of 6.00% per annum), interest payment dates, forms, registration privileges, place or places of payment, terms of redemption, mandatory purchase, additional series designation and number thereof and other terms of the 2017 Series B Bonds shall be (subject to the foregoing limitations) as provided in the Indenture and the Eighth Supplemental Indenture as finally executed and delivered. The Executive Director of the Commission (the "Executive Director") is hereby authorized and directed, for and in the name and on behalf of the Commission, to execute and deliver the Eighth Supplemental Indenture, in substantially said form, with such changes therein, as the officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. 4 OHSUSA:767649759.2 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 2017 Series B Bonds to the Underwriters pursuant to the Purchase Contract, with the Underwriters' compensation not to exceed 0.50% of the principal amount of the 2017 Series B Bonds, and to execute and deliver the Purchase Contract, in substantially said form, with such changes therein as the officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 5. The proposed form of Official Statement presented to this meeting is hereby approved. The Executive Director is hereby authorized and directed to execute and deliver the Official Statement in substantially said form with such changes, insertions and deletions as may be approved by the Executive Director, said execution being conclusive evidence of such approval; and the Executive Director is hereby authorized to execute a certificate confirming that the Official Statement in preliminary form is "deemed final" by the Commission for purposes of Securities and Exchange Commission Rule 15c2-12. The distribution by the Underwriters of copies of the Official Statement in final form to the purchasers of the 2017 Series B Bonds and the distribution by the Underwriters of the Official Statement in preliminary form to potential purchasers of the 2017 Series B Bonds are hereby authorized and approved. Section 6. The proposed form of Continuing Disclosure Agreement presented to this meeting is hereby approved. The Executive Director is hereby authorized and directed, for and in the name and on behalf of the Commission, to execute and deliver the Continuing Disclosure Agreement in substantially said form, with such changes therein as such officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 7. The proposed form of Escrow Agreement presented to this meeting is hereby approved. The Executive Director is hereby authorized and directed, for and in the name and on behalf of the Commission, to execute and deliver one or more Escrow Agreements, each relating to one or both series of 2010 Series A Refunded Bonds and 2013 Series A Refunded Bonds, as applicable, in substantially said form, with such changes therein as such officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 8. The Executive Director is hereby authorized to enter into or to instruct the Trustee to enter into one or more investment agreements (hereinafter collectively referred to as the "Investment Agreement") providing for the investment of moneys in any of the funds and accounts created under the Indenture, including the Eighth Supplemental Indenture, or the Escrow Agreements, on such terms as the Executive Director shall deem appropriate. Pursuant to Section 5922 of the California Government Code, the Commission hereby finds and determines that the Investment Agreement will reduce the amount and duration of interest rate risk with respect to amounts invested pursuant to the Investment Agreement and is designed to reduce the amount or duration of payment, rate, spread or similar risk or result in a lower cost of borrowing when used in combination with the 2017 Series B Bonds or enhance the relationship between risk and return with respect to investments. 5 OHSUSA:767649759.2 Section 9. All approvals, consents, directions, notices, orders, requests and other actions permitted or required by any of the documents authorized by this Resolution, whether before or after the issuance of the 2017 Series B Bonds, including, without limitation, any amendment of any of the documents authorized by this Resolution or other agreements related thereto, and any of the foregoing that may be necessary or desirable in connection with any reserve facility, any investment of proceeds of the 2017 Series B Bonds, or in connection with the addition, subtraction or replacement of underwriters, or any agreements with consultants, paying agents, escrow agents or verification agents, the removal or replacement of the Trustee or any similar action may be given or taken by the Executive Director, the Deputy Executive Director of the Commission or the Chief Financial Officer of the Commission, acting singly (each, an "Authorized Officer"), without further authorization or direction by the Commission, and each Authorized Officer, acting singly, is hereby authorized and directed to give any such approval, consent, direction, notice, order, request, or other action and to execute such documents and take any such action which such Authorized Officer may deem necessary or desirable to further the purposes of this Resolution. Section 10. All actions heretofore taken by the officers and agents of the Commission with respect to the Financing, the Financing Documents and the issuance and sale of the 2017 Series B Bonds are hereby ratified, confirmed and approved. If at the time of execution of any of the documents authorized herein, the Executive Director is unavailable, such documents may be executed by the Deputy Executive Director of the Commission or the Chief Financial Officer in lieu of the Executive Director. The Chair of the Board or, in the absence of such official, a Vice Chair of the Board, is hereby authorized to execute and deliver the 2017 Series B Bonds. The Chief Financial Officer of the Commission shall act as the Auditor -Controller of the Commission for execution of the 2017 Series B Bonds and is hereby authorized to execute and attest to the execution of such 2017 Series B Bonds. The Clerk of the Board is hereby authorized to attest to the execution by an Authorized Officer of any of such documents as said officers deem appropriate. The officers and agents of the Commission are hereby authorized and directed, jointly and severally, for and in the name and on behalf of the Commission, to adopt or amend written procedures relating to its bonds and to do any and all things and to take any and all actions and to execute and deliver any and all agreements, certificates and documents, including, without limitation, signature certificates, no litigation certificates, certificates concerning the contents of the Official Statement and the representations and warranties in the Purchase Contract and the other Financing Documents, any tax certificates or agreements, any agreements for depository or verification services, reimbursement agreements, investment instructions, including investments in State and Local Government Series treasury securities and other investments permitted pursuant to the Indenture, including the Eighth Supplemental Indenture, and any agreements for rebate compliance services, which they, or any of them, may deem necessary or advisable in order to consummate the Financing, the issuance and sale of the 2017 Series B Bonds, the execution and delivery of the Financing Documents and otherwise to carry out, give effect to and comply with the terms and intent of the Ordinance, this Resolution, the Act, the Sales Tax Act, the Refunding Bond Law, the 2017 Series B Bonds and the other documents approved hereby. 6 OHSUSA:767649759.2 Section 11. This Resolution shall take effect immediately upon its adoption and approval. APPROVED AND ADOPTED by the Riverside County Transportation Commission at its meeting on December 13, 2017. By: Chair, Board of Commissioners ATTEST: By: Deputy Clerk of the Board of the Commission 7 OHSUSA:767649759.2 CERTIFICATE OF THE CLERK OF THE BOARD OF THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION I, Tara Byerly, Deputy Clerk of the Board of the Riverside County Transportation Commission (the "Commission"), hereby certify that the foregoing is a full, true and correct copy of a resolution duly adopted by at least a two-thirds vote of the Commission at a meeting of the governing board of said Commission duly and regularly held in Riverside, California, on December 13, 2017, of which meeting all of the members of said Commission had due notice. I further certify that I have carefully compared the foregoing copy with the original minutes of said meeting on file and of record in my office; that said copy is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes; and that said resolution has not been amended, modified, rescinded or revoked in any manner since the date of its adoption, and the same is now in full force and effect. I further certify that an agenda of said meeting was posted at least 72 hours before said meeting at a location in Riverside, California, freely accessible to the public and a brief general description of the resolution to be adopted at said meeting appeared on said agenda. IN WITNESS WHEREOF, I have executed this certificate hereto as of this date, , 2017. By Deputy Clerk OHSUSA:767649759.2 ATTACHMENT 2 NRF DRAFT 11/29/17 PRELIMINARY OFFICIAL STATEMENT DATED DECEMBER _, 2017 NEW ISSUE —BOOK -ENTRY ONLY RATINGS: S&P: " " [DAC Logo] Fitch: " " See "RATINGS" herein In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Commission, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the 2017 Series B Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of California personal income taxes. In the further opinion of Bond Counsel, interest on the 2017 Series B Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although Bond Counsel observes that such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the amount, accrual or receipt of interest on, the 2017 Series B Bonds. See "TAX MATTERS." $[Par Amount]* RIVERSIDE COUNTY TRANSPORTATION COMMISSION Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) 2017 Series B Dated: Date of Delivery Due: June 1, as shown on inside cover The Sales Tax Revenue Refunding Bonds described above (the "2017 Series B Bonds") are being issued by the Riverside County Transportation Commission (the "Commission") pursuant to an Indenture, dated as of June 1, 2008, between the Commission and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented, including as supplemented by an Eighth Supplemental Indenture, dated as of December 1, 2017, between the Commission and the Trustee (collectively, the "Indenture"). The proceeds of the 2017 Series B Bonds will be applied to (i) refund and defease all of the Outstanding 2010 Series A Bonds and a portion of the Outstanding 2013 Series A Bonds (each as defined herein) and (ii) pay the costs of issuance of the 2017 Series B Bonds. See "PLAN OF REFUNDING" and "ESTIMATED SOURCES AND USES OF PROCEEDS." Interest on the 2017 Series B Bonds will be payable on each June 1 and December 1, commencing June 1, 2018. The 2017 Series B Bonds are initially being issued as fully registered bonds without coupons in the denominations of $5,000 and any integral multiple thereof. The 2017 Series B Bonds will be registered in the name of Cede & Co., as holder of the 2017 Series B Bonds and nominee for The Depository Trust Company ("DTC"). Purchasers will not receive physical certificates representing their interest in the 2017 Series B Bonds purchased. The principal or redemption price of and interest on the 2017 Series B Bonds are payable by wire transfer to DTC which, in turn, is obligated to remit such principal, redemption price or interest to DTC Participants for subsequent disbursement to the Beneficial Owners of the 2017 Series B Bonds. The 2017 Series B Bonds will be subject to redemption as described herein. See "THE 2017 BONDS" herein. The 2017 Series B Bonds are limited obligations of the Commission payable from and secured solely by a pledge of the Revenues (which is defined herein and which primarily consists of the receipts from the imposition in the County of Riverside, California of a 'h-cent sales tax that became effective on July 1, 2009 (the "Sales Tax"), less certain administrative fees paid to the California Department of Tax and Fee Administration), as described herein. The Sales Tax was approved by more than a two-thirds vote of the electorate of the County of Riverside on November 5, 2002 and is scheduled to expire on June 30, 2039. The 2017 Series B Bonds are secured by a pledge of the Revenues on a parity with the 2009 Bonds, the 2010 Bonds, the 2013 Series A Bonds, the 2016 Bonds, the 2017 Series A Bonds (each as defined herein) and any Additional Bonds and Parity Obligations issued or incurred under the Indenture. See "SECURITY AND SOURCES OF PAYMENT FOR THE 2017 BONDS — Additional Bonds and Parity Obligations" and "OTHER SALES TAX OBLIGATIONS — Existing Bonds." . Preliminary, subject to change. 23801920.4 NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE COUNTY OF RIVERSIDE, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION OR PUBLIC AGENCY THEREOF, OTHER THAN THAT OF THE COMMISSION TO THE EXTENT OF THE PLEDGE OF THE REVENUES, IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE 2017 BONDS. This cover page contains certain information for general reference only. It is not a summary of the security or terms of this issue. Investors must read the entire Official Statement to obtain information essential to make an informed investment decision with respect to the 2017 Series B Bonds. The 2017 Series B Bonds are offered when, as and if issued and received by the Underwriters, subject to the approval of validity by Orrick, Herrington & Sutcliffe LLP as Bond Counsel to the Commission, and certain other conditions. Certain legal matters will be passed on for the Commission by Norton Rose Fulbright US LLP, Los Angeles, California, as Disclosure Counsel, and by Best Best & Krieger LLP, Riverside, California, the Commission's General Counsel. Certain legal matters will be passed on for the Underwriters by Stradling Yocca Carlson & Rauth, A Professional Corporation, as their counsel. It is anticipated that the 2017 Series B Bonds will be available for delivery through the book -entry facilities of DTC on or about December _, 2017. Goldman Sachs & Co. LLC BofA Merrill Lynch Barclays Capital Academy Securities Fidelity Capital Markets Dated: December , 2017 23801920.4 MATURITY SCHEDULE $[Par Amount]* RIVERSIDE COUNTY TRANSPORTATION COMMISSION Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) 2017 Series B Maturity Date Principal Interest CUSIPt (June 1) Amount Rate Yield Price (769125) 2024 2025 2026 2027 2028 2029 2030 2031 2032 2032 2033 2034 2035 2035 2036 2037 2038 2039 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 S&P Global Ratings. The CUSIP numbers are not intended to create a database and do not serve in any way as a substitute for CUSIP service. CUSIP numbers have been assigned by an independent company not affiliated with the Commission and are provided solely for convenience and reference. The CUSIP numbers for a specific maturity are subject to change after the issuance of the 2017 Series B Bonds. The Commission and the Municipal Advisor are not responsible for the selection or accuracy of the CUSIP numbers set forth herein. 23801920.4 No dealer, salesman or any other person has been authorized by the Riverside County Transportation Commission (the "Commission") to give any information or to make any representations, other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized by the Commission. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the 2017 Series B Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. This Official Statement is not to be construed as a contract with the purchasers of the 2017 Series B Bonds. Neither the delivery of this Official Statement nor the sale of any of the 2017 Series B Bonds implies that the information herein is correct as of any time subsequent to the date hereof. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create the implication that there has been no change in the matters described herein since the date hereof. This Official Statement is submitted in connection with the sale of securities referred to herein and may not be reproduced or be used, as a whole or in part, for any other purpose. The information set forth herein has been obtained from the Commission and other sources believed to be reliable. The information and expressions of opinions herein are subject to change without notice and neither delivery of the Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Commission since the date hereof. All summaries contained herein of the Indenture (as defined herein) or other documents are made subject to the provisions of such documents and do not purport to be complete statements of any or all of such provisions. All statements made herein are made as of the date of this document by the Commission except statistical information or other statements where some other date is indicated in the text. The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. In connection with the offering of the 2017 Series B Bonds, the Underwriters in connection with any reoffering may over -allot or effect transactions which stabilize or maintain the market price of the 2017 Series B Bonds at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. The Underwriters in connection with any reoffering may offer and sell the 2017 Series B Bonds to certain dealers, institutional investors and others at prices lower than the public offering prices stated on the inside cover page hereof and such public offering prices may be changed from time to time by the Underwriters. This Official Statement, including any supplement or amendment hereto, is intended to be deposited with the Municipal Securities Rulemaking Board through the Electronic Municipal Market Access ("EMMA") website at http://emma.msrb.org/. The Commission also maintains a website. However, the information presented therein is not incorporated into this Official Statement and must not be relied on in making an investment decision with respect to the 2017 Series B Bonds. References to web site addresses presented herein are for informational purposes only and may be in the form of a hyperlink solely for the reader's convenience. Unless specified otherwise, such websites and the information or links contained therein are not incorporated into, and are not part of, this Official Statement for purposes of, and as that term is defined in, SEC Rule 15c2-12. 23801920.4 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. 23801920.4 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) V. Manuel Perez (County of Riverside) Kevin Jeffries (County of Riverside) Deborah Franklin (City of Banning) Lloyd White (City of Beaumont) Joseph DeConinck (City of Blythe) Jim Hyatt (City of Calimesa) Randall Bonner (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) Vacant (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, Inc. 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 Verification Agent Causey Demgen & Moore P.C. 23801920.4 TABLE OF CONTENTS Page INTRODUCTION 1 General 1 The Commission 1 Authority for Issuance 2 Purpose and Application of Proceeds 2 The 2017 Series B Bonds 2 Security for the 2017 Series B Bonds 2 No Reserve Fund 3 Continuing Disclosure 4 References 4 THE 2017 SERIES B BONDS 4 General 4 Redemption of 2017 Series B Bonds 5 Selection of 2017 Series B Bonds for Redemption 5 Notice of Redemption 6 Purchase in Lieu of Redemption 6 PLAN OF REFUNDING 6 ESTIMATED SOURCES AND USES OF PROCEEDS 8 DEBT SERVICE SCHEDULE 9 SECURITY AND SOURCES OF PAYMENT FOR THE 2017 SERIES B BONDS 10 Limited Obligation 10 Pledge of Revenues 10 Revenue Fund; Allocation of Revenues 11 No Reserve Fund 14 Additional Bonds and Parity Obligations 14 OTHER SALES TAX OBLIGATIONS 16 Existing Bonds 16 BofA Swap Agreement 18 Subordinate Obligations 18 Limitation on Outstanding Sales Tax Obligations 19 THE SALES TAX 19 General 19 Collection of Sales Tax Revenues 20 Historical Sales Tax Revenues 21 RIVERSIDE COUNTY TRANSPORTATION COMMISSION 22 General 22 The Transportation Expenditure Plan 23 Commissioners 24 23801920.4 1 TABLE OF CONTENTS (continued) Page Executive Staff 24 Cash and Investments 25 Debt Management Policy 25 I-15 Express Lanes Project 25 Riverside SR-91 Corridor Improvement Project 27 RISK FACTORS 29 Economic Conditions 29 Investments 29 Parity with Liquidity Facility Bonds 29 The Sales Tax 29 Increased Internet Use May Reduce Sales Tax Revenues 30 Proposition 218 30 Further Initiatives 30 Loss of Tax Exemption 30 Reduction in Subsidy Payments 31 LIBOR Retirement 32 Financial and Operating Risks of the Riverside SR-91 Corridor Improvement Project and the I-15 Express Lanes Project 32 Impact of Bankruptcy of the Commission 32 FINANCIAL STATEMENTS 34 LITIGATION 34 TAX MATTERS 34 CERTAIN LEGAL MATTERS 36 RATINGS 37 VERIFICATION OF MATHEMATICAL ACCURACY 37 UNDERWRITING 38 MUNICIPAL ADVISOR 39 CONTINUING DISCLOSURE 39 MISCELLANEOUS 39 23801920.4 ii TABLE OF CONTENTS (continued) Page APPENDIX A — COMMISSION AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR ENDED JUNE 30, 2017 A-1 APPENDIX B — COUNTY OF RIVERSIDE DEMOGRAPHIC AND ECONOMIC INFORMATION B-1 APPENDIX C — SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE C-1 APPENDIX D — FORM OF CONTINUING DISCLOSURE AGREEMENT D-1 APPENDIX E — BOOK -ENTRY SYSTEM E-1 APPENDIX F — FORM OF BOND COUNSEL OPINION F-1 23801920.4 iii OFFICIAL STATEMENT $[Par Amount]* RIVERSIDE COUNTY TRANSPORTATION COMMISSION Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) 2017 Series B INTRODUCTION General This Official Statement, which includes the cover page and the appendices hereto, sets forth certain information in connection with the offering by the Riverside County Transportation Commission (the "Commission") of $[Par Amount]* principal amount of Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2017 Series B (the "2017 Series B Bonds"). As used herein, the term "Bonds" means any Bonds, including the 2017 Series B Bonds, issued pursuant to the Indenture (as defined below). All capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in "APPENDIX C — SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE." The Commission The Commission is a county transportation commission duly organized and existing pursuant to the County Transportation Commissions Act, being Division 12 of the Public Utilities Code of the State of California (Section 130000 et seq.) (as amended, the "Act"). 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 '/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 2,384,783 as of January 1, 2017. See "APPENDIX B — COUNTY OF RIVERSIDE DEMOGRAPHIC AND ECONOMIC INFORMATION." * Preliminary, subject to change. 23801920.4 1 Authority for Issuance The 2017 Series B Bonds are being issued by the Commission under and pursuant to the Riverside County Transportation Sales Tax Act, being Division 25 of the Public Utilities Code of the State of California (Section 240000 et seq.) (the "Sales Tax 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 and the Sales Tax Act, the "Law"); and an Indenture, dated as of June 1, 2008 (the "2008 Indenture"), as supplemented and amended to the date hereof, including as supplemented by an Eighth Supplemental Indenture, dated as of December 1, 2017 (the "Eighth Supplemental Indenture" and, together with the 2008 Indenture, as supplemented and amended, the "Indenture"), each between the Commission and U.S. Bank National Association, as trustee (the "Trustee"). At a special election held in the County on November 2, 2010, an amendment to the Ordinance increasing the limitation on the outstanding amount of the Commission's bonds secured by Sales Tax Revenues from $500 million to $975 million was approved by a majority of those voting on the proposition. See "OTHER SALES TAX OBLIGATIONS — Limitation on Outstanding Sales Tax Obligations." Purpose and Application of Proceeds The proceeds of the 2017 Series B Bonds will be applied to (i) refund all of the Outstanding Sales Tax Revenue Bonds (Limited Tax Bonds), 2010 Series A (Tax -Exempt) (the "2010 Series A Bonds") and a portion of the Outstanding Sales Tax Revenue Bonds (Limited Tax Bonds), 2013 Series A (the "2013 Series A Bonds") and (ii) pay the costs of issuance of the 2017 Series B Bonds. See "PLAN OF REFUNDING" and "ESTIMATED SOURCES AND USES OF PROCEEDS." The 2017 Series B Bonds Interest on the 2017 Series B Bonds will be payable on each June 1 and December 1, commencing June 1, 2018. The 2017 Series B Bonds will be issued as fully registered bonds without coupons in the denominations of $5,000 and any integral multiple thereof. The 2017 Series B Bonds will be registered in the name of Cede & Co., as holder of the 2017 Series B Bonds and nominee for The Depository Trust Company ("DTC"). Purchasers will not receive physical certificates representing their interest in the 2017 Series B Bonds purchased. The 2017 Series B Bonds will be subject to redemption prior to their maturity. See "THE 2017 BONDS — Redemption of 2017 Series B Bonds." Security for the 2017 Series B Bonds The 2017 Series B Bonds will be limited obligations of the Commission payable from and secured by certain revenues (the "Revenues") pledged under the Indenture, including a pledge of revenues (the "Sales Tax Revenues") derived from a 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 23801920.4 2 of an administrative fee paid to the California Department of Tax and Fee Administration (the "CDTFA"), as statutorily created and authorized successor to the former California State Board of Equalization (the "Board of Equalization") in connection with the collection and disbursement of the Sales Tax. The Taxpayer Transparency and Fairness Act of 2017 restructured the Board of Equalization into three separate entities: the State Board of Equalization, the CDTFA and the Office of Tax Appeals. The CDTFA handles most of the taxes and fees previously collected by the Board of Equalization, including, as of July 1, 2017, the Sales Tax.The 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 Series B Bonds will be secured by a pledge of the Revenues on a parity with the Sales Tax Revenue Bonds (Limited Tax Bonds), 2009 Series B and 2009 Series C (collectively, the "2009 Bonds"), the 2010 Series A Bonds, the Sales Tax Revenue Bonds (Limited Tax Bonds), 2010 Series B (Taxable Build America Bonds) (the "2010 Series B Bonds" and, together with the 2010 Series A Bonds, the "2010 Bonds"), the 2013 Series A Bonds, the Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2016 Series A (the "2016 Bonds"), and the Sales Tax Revenue Bonds (Limited Tax Bonds), 2017 Series A (the "2017 Series A Bonds") of the Commission, and any Additional Bonds and Parity Obligations issued or incurred under the Indenture (the 2009 Bonds, the 2010 Bonds, the 2013 Series A Bonds, the 2016 Bonds, the 2017 Series A Bonds, the 2017 Series B Bonds and any Additional Bonds are collectively referred to herein as the "Bonds"). The Bonds are currently Outstanding in the aggregate principal amount of $915,000,000. After the refunding and defeasance of the Refunded Bonds (as defined herein), $504,925,000* aggregate principal amount are expected to remain outstanding. The Commission has also executed an interest rate swap, the scheduled payments of which are payable on a parity with the 2009 Bonds. See "SECURITY AND SOURCES OF PAYMENT FOR THE 2017 BONDS — Additional Bonds and Parity Obligations" and "OTHER SALES TAX OBLIGATIONS — Existing Bonds." NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE COUNTY OF RIVERSIDE, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION OR PUBLIC AGENCY THEREOF, OTHER THAN THE COMMISSION TO THE EXTENT OF THE PLEDGE OF THE REVENUES, IS PLEDGED TO THE PAYMENT OF THE 2017 BONDS. No Reserve Fund The Commission is not funding a reserve fund for the 2017 Series B Bonds. No other Outstanding Bonds are secured by a reserve fund. * Preliminary, subject to change. 23801920.4 3 Continuing Disclosure The Commission will covenant for the benefit of the beneficial owners of the 2017 Series B Bonds to provide certain financial information and operating data relating to the Commission and notices of the occurrence of certain enumerated events, if material, to the Municipal Securities Rulemaking Board (the "MSRB") pursuant to a Continuing Disclosure Agreement (the "Continuing Disclosure Agreement"). These covenants are being made in order to assist the Underwriters of the 2017 Series B Bonds in complying with Rule 15c2-12, as amended (the "Rule") of the U.S. Securities and Exchange Commission (the "SEC") promulgated under the Securities Exchange Act of 1934, as amended. See "APPENDIX D — FORM OF CONTINUING DISCLOSURE AGREEMENT." References The descriptions and summaries of the Indenture and various other documents hereinafter set forth do not purport to be comprehensive or definitive, and reference is made to each such document for the complete details of all terms and conditions. All statements herein are qualified in their entirety by reference to each such document, copies of which are available for inspection at the offices of the Commission. THE 2017 SERIES B BONDS General The 2017 Series B Bonds will mature on June 1 in the years and in the principal amounts shown on the inside cover of this Official Statement. Interest on the 2017 Series B Bonds will be payable on each June 1 and December 1, commencing June 1, 2018, and will be computed on the basis of a 360-day year comprised of twelve 30-day months. Interest on each 2017 Series B Bond will be payable to the registered Holder at such registered Holder's address as it appears on the Bond Register from the latest of: (i) such 2017 Series B Bond's Issue Date, (ii) the most recent Interest Payment Date to which interest has been paid thereon or duly provided for, or (iii) if the date of authentication of such 2017 Series B Bond is after a Record Date but prior to the immediately succeeding Interest Payment Date, the Interest Payment Date immediately succeeding such date of authentication. "Record Date" means, with respect to the 2017 Series B Bonds, the fifteenth (15th) day (whether or not a Business Day) of the month preceding the month in which such Interest Payment Date occurs. The 2017 Series B Bonds will be issued as fully registered bonds without coupons in the denominations of $5,000 and any integral multiple thereof. DTC will act as the initial securities depository for the 2017 Series B Bonds, which will be issued initially pursuant to a book -entry only system. See "APPENDIX E — BOOK -ENTRY SYSTEM." Under the Indenture, the Commission may appoint a successor securities depository to DTC for the 2017 Series B Bonds. The information under this caption, "THE 2017 BONDS," is subject in its entirety to the provisions described in "APPENDIX E — BOOK -ENTRY SYSTEM" while the 2017 Series B Bonds are in DTC's book -entry system. 23801920.4 4 Redemption of 2017 Series B Bonds* Optional Redemption. The 2017 Series B Bonds maturing on or after June 1, 2028 shall be subject to redemption prior to their respective stated maturities, at the option of the Commission, from any source of available funds, as a whole or in part, on any date on or after December 1, 2027 at the principal amount of 2017 Series B Bonds called for redemption plus accrued interest to the date fixed for redemption, without premium. Conditional Optional Redemption; Sufficient Funds Required for Optional Redemption. Any optional redemption of 2017 Series B Bonds and notice thereof may be conditional and shall be rescinded and cancelled if for any reason on the date fixed for redemption moneys are not available in the Redemption Fund or otherwise held in trust for such purpose in an amount sufficient to pay in full on said date the principal of, interest, and any premium due on the 2017 Series B Bonds called for redemption. Mandatory Redemption of 2017 Series B Bonds. The 2017 Series B Bonds maturing on June 1, 20_ shall also be subject to mandatory redemption prior to their respective stated maturities, in part, by lot, from Mandatory Sinking Account Payments on each June 1 a Mandatory Sinking Account Payment is due, in the principal amount equal to the Mandatory Sinking Account Payment due on such date and at a redemption price equal to 100% of the principal amount thereof, plus accrued but unpaid interest to the redemption date, without premium. The Mandatory Sinking Account Payments for the 2017 Series B Term Bonds maturing on June 1, 20_ will be due in the amounts and on the dates as follows: Mandatory Sinking Account Payments Dates (June 1) * Final Maturity. Mandatory Sinking Account Payments 20 $ 20 Selection of 2017 Series B Bonds for Redemption The Commission shall designate which maturities of any 2017 Series B Bonds are to be called for optional redemption. If less than all 2017 Series B Bonds maturing by their terms on any one date are to be redeemed at any one time, the Trustee shall select the 2017 Series B Bonds of such maturity date to be redeemed in any manner that it deems appropriate and fair and shall promptly notify the Commission in writing of the numbers of the 2017 Series B Bonds so selected for redemption. For purposes of such selection, 2017 Series B Bonds shall be deemed to be composed of multiples of minimum Authorized Denominations and any such multiple may be separately redeemed. "Authorized Denomination" means, with respect to the 2017 Series B Bonds, $5,000 and any integral multiple thereof. In the event of an optional redemption of the 2017 Series B 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 B Term * Preliminary, subject to change. 23801920.4 5 Bonds so optionally redeemed, that are to be reduced as allocated to such redemption, and such Mandatory Sinking Account Payments shall be reduced accordingly. Notice of Redemption Each notice of redemption is to be mailed by the Trustee not less than 20 nor more than 90 days prior to the redemption date, to DTC and other parties specified in the Indenture. Conveyance of notices and other communications by DTC to DTC Direct Participants, by DTC Direct Participants to DTC Indirect Participants, and by DTC Direct Participants and DTC Indirect Participants to Beneficial Owners of 2017 Series B Bonds will be governed by arrangements among them, and the Commission and the Trustee will not have any responsibility or obligation to send a notice of redemption except to DTC. Failure of DTC to receive any notice of redemption or any defect therein will not affect the sufficiency of any proceedings for redemption. Purchase in Lieu of Redemption The Commission reserves the right at all times to purchase any of its 2017 Series B Bonds on the open market. In lieu of mandatory redemption, the Commission may surrender to the Trustee for cancellation 2017 Series B Bonds purchased on the open market, and such 2017 Series B Bonds shall be cancelled by the Trustee. If any 2017 Series B Bonds are so cancelled, the Commission may designate the Mandatory Sinking Account Payments or portions thereof within such Series of the 2017 Series B Bonds so purchased that are to be reduced as a result of such cancellation. PLAN OF REFUNDING The proceeds of the 2017 Series B Bonds will be applied to (i) refund and defease all of the Outstanding 2010 Series A Bonds and a portion of the Outstanding 2013 Series A Bonds and (ii) pay the costs of issuance of the 2017 Series B Bonds. See "ESTIMATED SOURCES AND USES OF PROCEEDS." All of the Outstanding 2010 Series A Bonds will be advance refunded and defeased by depositing a portion of the proceeds of the 2017 Series B Bonds, together with other available amounts, with U.S. Bank National Association, as escrow agent (the "Escrow Agent") to pay the 2010 Series A Bonds through June 1, 2020 and to redeem the 2010 Series A Bonds on June 1, 2020, at a redemption price equal to the principal amount thereof, without premium, plus accrued interest to the redemption date. The Outstanding 2013 Series A Bonds maturing in the years 2024 through 2039, inclusive (the "2013 Refunded Bonds" and, together with the 2010 Series A Bonds, the "Refunded Bonds") will be advance refunded and defeased by depositing a portion of the proceeds of the 2017 Series B Bonds, together with other available amounts, with the Escrow Agent to pay the 2013 Refunded Bonds through June 1, 2023 and to redeem the 2013 Refunded Bonds on June 1, 2023, at a redemption price equal to the principal amount thereof, without premium, plus accrued interest to the redemption date. 23801920.4 6 The following table sets forth the expected maturities of the Refunded Bonds. The Commission may determine to refund all or a portion of such Refunded Bonds. Maturity Date (June 1) REFUNDED BONDS* Par Amount Outstanding 2010 Series A Bonds 20320) $ 37,630,000 2013 Refunded 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2039(1) Subtotal Grand Total CUSIP (Base No. 769125) DV4 Bonds $ 15,425,000 ED3 EE1 EF8 EG6 EH4 EJO EK7 EL5 EM3 EN1 EP6 16,235,000 17,090,000 17,985,000 18,930,000 19,925,000 20,970,000 22,070,000 23,230,000 24,450,000 176,135,000 $372,445,000 $410,075,000 The Commission and the Escrow Agent will enter into separate Escrow Agreements for each advance refunding and defeasance. Causey Demgen & Moore P.C., as verification agent (the "Verification Agent") will verify the computations concluding that the moneys and Defeasance Securities deposited in the Escrow Funds under each Escrow Agreement for the Refunded Bonds will together produce sufficient funds to provide for the payment of principal of and interest on the Refunded Bonds. See "VERIFICATION OF MATHEMATICAL COMPUTATIONS" herein. Upon the deposit of moneys and Defeasance Securities into the respective Escrow Funds, the Refunded Bonds will no longer be Outstanding under the Indenture or payable from the Sales Tax, but will be payable solely from the amounts in each Escrow Fund. * Preliminary, subject to change. (1) Term Bond. 23801920.4 7 ESTIMATED SOURCES AND USES OF PROCEEDS The proceeds from the sale of the 2017 Series B Bonds, and other available amounts, are expected to be applied as follows: Sources of Funds: Principal Amount Premium Total Sources: Uses of Funds: Deposit into Escrow Fund for 2010 Series A Bonds Deposit into Escrow Fund for 2013 Refunded Bonds Costs of Issuance ) Total Uses: $ $ $ $ (l) Includes the Underwriters' discount, Rating Agency fees, initial fees and expenses of the Trustee and Verification Agent, printing costs, fees and expenses of Bond Counsel, Disclosure Counsel and the Municipal Advisor and other miscellaneous costs of issuance for the 2017 Series B Bonds. [Remainder of page intentionally left blank.] 23801920.4 8 Fiscal Year Ending June 30 Bonds(1) 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 Total(4) $ 7,204,268 7,235,014 7,264,591 7,274,432 7,383,094 7,380,728 7,475,027 7,450,235 7,522,107 7,582,942 7,634,201 7,671,500 2010 2010 Series B 2009 Series A 2010 Series B Subsidy Bonds* Bonds Payments(2) $ 1,881,500 $ 7,649,026 $ (2,982,113) 1,881,500 7,649,026 (2,982,113) 1,881,500 7,649,026 (2,982,113) 1,881,500 7,649,026 (2,982,113) 1,881,500 7,649,026 (2,982,113) 1,881,500 7,649,026 (2,982,113) 1,881,500 7,649,026 (2,982,113) 1,881,500 7,649,026 (2,982,113) 1,881,500 7,649,026 (2,982,113) 1,881,500 7,649,026 (2,982,113) 1,881,500 7,649,026 (2,982,113) 1,881,500 7,649,026 (2,982,113) 13,986,500 7,649,026 (2,982,113) 13,986,250 7,649,026 (2,982,113) 13,455,750 8,179,026 (2,982,113) 21,622,949 (2,969,486) 21,289,288 (2,635,704) 20,938,424 (2,287,152) 20,578,655 (1,923,233) 20,197,598 (1,543,113) 19,733,552 (1,081,598) 19,203,899 (550,754) $89,078,139 $64,006,500 $258,829,752 $(57,722,730) DEBT SERVICE SCHEDULE (As of December _, 2017) 2013 Series A Bonds*(3) $ 34,980,556 34,983,113 34,978,613 34,979,113 34,982,863 34,983,113 34,978,363 34,978,550 34,981,213 34,978,988 34,979,775 34,980,950 34,979,888 34,978,963 34,980,288 34,980,713 34,982,088 34,971,000 34,979,563 34,983,050 34,982,788 34,979,838 $769,563,389 2016 2017 Series A Bonds $ 7,453,350 7,453,100 7,451,100 7,451,850 7,454,600 7,453,600 7,453,350 7,453,100 7,454,500 7,454,900 7,454,400 7,451,100 Bonds Principal $ 10,410,211 12,015,513 12,012,013 12,016,313 12,014,563 12,016,563 12,012,563 12,015,563 12,014,563 12,014,063 12,013,313 12,016,563 12,012,813 12,016,563 12,011,563 12,015,313 12,012,063 12,012,563 12,015,000 12,015,750 12,011,750 12,012,000 $89,438,950 $262,707,173 2017 Series B Bonds Interest Total(3) Annual Net Debt Service(3) Represents debt service prior to the refunding, see "PLAN OF REFUNDING." 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." Totals presented may not add due to rounding. 23801920.4 9 SECURITY AND SOURCES OF PAYMENT FOR THE 2017 SERIES B BONDS Limited Obligation THE 2017 SERIES B BONDS ARE LIMITED TAX BOND OBLIGATIONS OF THE COMMISSION PAYABLE SOLELY FROM REVENUES AS DEFINED AND PROVIDED IN THE INDENTURE AND CERTAIN OTHER FUNDS PLEDGED UNDER THE INDENTURE. THE COMMISSION IS NOT OBLIGATED TO PAY THE 2017 SERIES B BONDS EXCEPT FROM REVENUES AND THOSE CERTAIN OTHER FUNDS PLEDGED UNDER THE INDENTURE. THE 2017 SERIES B BONDS DO NOT CONSTITUTE A DEBT OR LIABILITY OF THE STATE OR ANY POLITICAL SUBDIVISION OF THE STATE OTHER THAN THE COMMISSION, OR A PLEDGE OF THE FULL FAITH AND CREDIT OF THE STATE OR OF ANY POLITICAL SUBDIVISION OF THE STATE. THE GENERAL FUND OF THE COMMISSION IS NOT LIABLE, AND THE CREDIT OR TAXING POWER (OTHER THAN AS DESCRIBED IN THE INDENTURE) OF THE COMMISSION IS NOT PLEDGED, FOR THE PAYMENT OF THE 2017 SERIES B BONDS, THEIR INTEREST, OR ANY PREMIUM DUE UPON REDEMPTION OF THE 2017 SERIES B BONDS. THE 2017 SERIES B BONDS ARE NOT SECURED BY A LEGAL OR EQUITABLE PLEDGE OF, OR CHARGE, LIEN OR ENCUMBRANCE UPON, ANY OF THE PROPERTY OF THE COMMISSION OR ANY OF ITS INCOME OR RECEIPTS, EXCEPT THE REVENUES AND THE CERTAIN OTHER FUNDS PLEDGED UNDER THE INDENTURE. Pledge of Revenues All Revenues, consisting of Sales Tax Revenues and Swap Revenues, are irrevocably pledged by the Commission to secure the punctual payment of the principal of, premium, if any, and interest on the Bonds and any additional Series of Bonds issued under the Indenture and all amounts owing on any Parity Obligations in accordance with their terms. The Revenues shall not be used for any other purpose while any of the Bonds or Parity Obligations remain Outstanding, except as permitted by the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein. Additionally, all amounts (including, as applicable, proceeds of the Bonds) held by the Trustee under the Indenture (except for amounts held in the Rebate Fund, any Letter of Credit Account and any Bond Purchase Fund) are pledged to secure the payment of all amounts owing on the Bonds and Parity Obligations, subject only to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein. Pursuant to the Indenture, the pledge of Revenues constitutes a first lien to secure the Bonds and Parity Obligations. The pledge of Revenues shall be irrevocable until all Bonds issued under the Indenture, including the 2017 Series B Bonds, and all Parity Obligations are no longer Outstanding. The Revenues pledged to the payment of the Bonds and Parity Obligations shall be applied without priority or distinction of one over the other and the Sales Tax Revenues shall constitute a trust fund for the security and payment of the Bonds and Parity Obligations; but nevertheless out of Revenues certain amounts may be applied for other purposes as provided in the Indenture. For a detailed description of the Sales Tax and projected receipts of Sales Tax Revenues, see "THE SALES TAX" herein. For a discussion of Swap Revenues, see "OTHER SALES TAX OBLIGATIONS — BofA Swap Agreement" herein. 23801920.4 10 Revenue Fund; Allocation of Revenues As long as any Bonds are Outstanding or any Parity Obligations remain unpaid, the Commission has assigned the Sales Tax Revenues to the Trustee and shall cause the CDTFA to transmit the same directly to the Trustee. The Sales Tax Revenues shall be received and held in trust by the Trustee for the benefit of the Holders of the Bonds and any Parity Obligations. The Trustee shall forthwith deposit all Sales Tax Revenues in the Revenue Fund, maintained and held in trust by the Trustee, when and as such Sales Tax Revenues are received by the Trustee. See "APPENDIX C — SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE — Allocation of Sales Tax Revenues." Investment income on amounts held by the Trustee (other than amounts held in the Rebate Fund or for which particular instructions are provided) shall also be deposited in the Revenue Fund. In each month while Bonds remain Outstanding, the Trustee is required to set aside receipts of Sales Tax Revenues in the following respective funds, amounts and order of priority (provided that deficiencies in any previously required deposit shall be made up prior to the deposit to a fund subsequent in priority and further provided that set asides or transfers required with respect to Parity Obligations, including certain regularly scheduled payments pursuant to Interest Rate Swap Agreements that are payable on a parity with the 2017 Series B Bonds, shall be made on a parity basis, as provided in the Indenture): 1. Interest Fund. The Indenture requires the Trustee to make monthly deposits in the Interest Fund in an amount equal to (a) one -sixth of the aggregate half -yearly amount of interest becoming due and payable on Outstanding Current Interest Bonds (other than Bonds constituting Variable Rate Indebtedness) during the ensuing six-month period, plus (b) the aggregate amount of interest to accrue during that month on Outstanding Variable Rate Indebtedness, calculated, if the actual rate of interest is not known, at the interest rate specified in writing by the Commission, or if the Commission has not specified an interest rate in writing, calculated at the maximum interest rate borne by such Variable Rate Indebtedness during the month prior to the month of deposit plus one hundred (100) basis points (provided, however, that the amount of such deposit into the Interest Fund for any month may be reduced by the amount by which the deposit in the prior month exceeded the actual amount of interest accrued and paid during that month on said Outstanding Variable Rate Indebtedness and provided further that the amount of such deposit into the Interest Fund for any month will be increased by the amount by which the deposit in the prior month was less than the actual amount of interest accruing during that month on said Outstanding Variable Rate Indebtedness). No deposit need be made into the Interest Fund if the amount contained therein is at least equal to the interest to become due and payable on the Interest Payment Dates falling within the next six (6) months upon all of the Outstanding Bonds issued under the Indenture, and on June 1 and December 1 of each year any excess amounts in the Interest Fund not needed to pay interest on such date (and not held to pay interest on Bonds having Interest Payment Dates other than June 1 and December 1) will be transferred to the Commission (but excluding, in each case, any moneys on deposit in the Interest Fund from the proceeds of any Series of Bonds or other source and reserved as capitalized interest to pay interest on any future Interest Payment Dates following such Interest Payment Dates). All Swap Revenues received with respect to Interest Rate Swap Agreements that are Parity Obligations shall be deposited in the 23801920.4 11 Interest Fund and credited to the above -required deposits, and payments on such Interest Rate Swap Agreements (other than fees and expenses and termination payments) shall be payable from the Interest Fund and the above -required deposits shall be adjusted to include such payments. The Third Supplemental Indenture provides that immediately upon receipt of any Subsidy Payment with respect to the 2010 Series B Bonds, the Trustee shall deposit such amounts into the Interest Fund. 2. Principal Fund; Sinking Accounts. The Indenture also requires the Trustee to make monthly deposits in the Principal Fund in an amount equal to at least (a) one -sixth of the aggregate semiannual amount of principal and accreted value, if applicable, becoming due and payable within the next six months on Outstanding Bonds having semiannual maturity dates, plus (b) one -twelfth of the aggregate yearly amount of principal, accreted value, if applicable, becoming due and payable within the next twelve months on Outstanding Bonds having annual maturity dates, plus (c) one -sixth of the aggregate of the Mandatory Sinking Account Payments to be paid during the next six-month period into the respective Sinking Accounts for the Term Bonds of all Series for which Sinking Accounts have been created and for which semiannual mandatory redemption is required from said Sinking Accounts, plus (d) one -twelfth of the aggregate of the Mandatory Sinking Account Payments to be paid during the next 12-month period into the respective Sinking Accounts for the Term Bonds of all Series for which Sinking Accounts have been created and for which annual mandatory redemption is required from such Sinking Accounts; provided that if the Commission certifies to the Trustee that any principal payments are expected to be refunded on or prior to their respective due dates or paid from amounts on deposit in a Bond Reserve Fund that would be in excess of the Bond Reserve Requirement applicable to such Bond Reserve Fund upon such payment, no amounts are required to be set aside toward such principal to be so refunded or paid. All of the aforesaid deposits made in connection with future Mandatory Sinking Account Payments are to be made without priority of any payment into any one such Sinking Account over any other such payment. If the Sales Tax Revenues are not sufficient to make the required deposits so that moneys in the Principal Fund on any principal or mandatory redemption date are equal to the amount of Bond Obligation to become due and payable on the Outstanding Serial Bonds of all Series plus the Bond Obligation amount of and redemption premium on the Outstanding Term Bonds required to be redeemed or paid at maturity on such date, then such moneys will be applied on a Proportionate Basis and in such proportion as said Serial Bonds and said Term Bonds shall bear to each other, after first deducting for such purposes from said Term Bonds any of said Term Bonds required to be redeemed annually which will have been redeemed or purchased during the preceding 12-month period and any of said Term Bonds required to be redeemed semiannually which will have been redeemed or purchased during the six-month period ending on such date or the immediately preceding six month period. In the event that the Sales Tax Revenues will not be sufficient to pay in full all Mandatory Sinking Account Payments required to be paid at any one time into all such Sinking Accounts, then payments into all such Sinking Accounts are to be made on a Proportionate Basis, in proportion that the respective Mandatory Sinking Account Payments required to be made into each Sinking Account during the then current 12-month 23801920.4 12 period bear to the aggregate of all of the Mandatory Sinking Account Payments required to be made into all such Sinking Accounts during such 12-month period. No deposit must be made into the Principal Fund as long as such fund holds (i) moneys sufficient to pay the Bond Obligations of all then Outstanding Serial Bonds maturing by their terms within the next twelve (12) months plus (ii) the aggregate of all Mandatory Sinking Account Payments required to be made in such 12-month period, but less any amounts deposited into the Principal Fund during such 12-month period and theretofore paid from the Principal Fund to redeem or purchase Term Bonds during such 12-month period; provided that if the Commission certifies to the Trustee that any principal payments are expected to be refunded on or prior to their respective due dates or paid from amounts on deposit in a Bond Reserve Fund that would be in excess of the Bond Reserve Requirement applicable to such Bond Reserve Fund upon such payment, no amounts need be on deposit with respect to such principal payments. At the beginning of each Fiscal Year and in any event not later than June 1 of each year, the Trustee is required to request from the Commission a Certificate of the Commission setting forth the principal payments for which deposits will not be necessary pursuant to the preceding sentence and the reason therefor. On June 1 of each year or as soon as practicable thereafter any excess amounts in the Principal Fund not needed to pay principal on such date (and not held to pay principal on Bonds having principal payment dates other than June 1) are required to be transferred to the Commission. 3. Bond Reserve Fund. The Indenture also requires the Trustee to make deposits to the Bond Reserve Fund, to the extent required. No such deposits are currently required for any series of Bonds. See "SECURITY AND SOURCES OF PAYMENT FOR THE 2017 SERIES B BONDS — No Reserve Fund." 4. Subordinate Obligations Fund. As long as any Subordinate Obligations remain unpaid, any Revenues remaining in the Revenue Fund after the transfers described in (1), (2) and (3) above have been made shall be transferred to the trustee (the "Notes Trustee") for the Commission's Commercial Paper Notes (Limited Tax Bonds), Series A. After the Notes Trustee has made the required deposit of Revenues under the Subordinate Indenture, the Notes Trustee shall transfer any remaining Revenues back to the Trustee. 5. Fees and Expenses Fund. At the direction of the Commission, after the transfers described in (1), (2), (3) and (4) above have been made, the Trustee is required to deposit as soon as practicable in each month in the Fees and Expenses Fund (i) amounts necessary for payment of fees, expenses and similar charges (including fees, expenses and similar charges relating to any Liquidity Facility or Credit Enhancement for the Bonds or any Parity Obligations) owing in such month or the following month by the Commission in connection with the Bonds or any Parity Obligations and (ii) amounts necessary for payment of fees, expenses and similar charges owing in such month or the following month by the Commission in connection with Subordinate Obligations. The Commission shall inform the Trustee of such amounts, in writing, on or prior to the first Business Day of each month. 23801920.4 13 Any Revenues remaining in the Revenue Fund after the foregoing transfers described in (1), (2), (3), (4) and (5) above, shall be used to fund the I-15 Trust Fund (as defined herein). Thereafter, except as the Commission shall otherwise direct in writing or as is otherwise provided in a supplemental indenture, any remaining Revenues shall be transferred to the Commission on the same Business Day or as soon as practicable thereafter. The Commission may use and apply the Revenues when received by it for any lawful purpose of the Commission, including the redemption of Bonds upon the terms and conditions set forth in the supplemental indenture relating to such Bonds and the purchase of Bonds as and when and at such prices as it may determine If, five (5) days prior to any principal payment date, Interest Payment Date or mandatory redemption date, the amounts on deposit in the Revenue Fund, the Interest Fund, and the Principal Fund, including the Sinking Accounts therein, with respect to the payments to be made on such upcoming date are insufficient to make such payments, the Trustee shall immediately notify the Commission, in writing, of such deficiency and direct that the Commission transfer the amount of such deficiency to the Trustee on or prior to such payment date. The Commission has covenanted and agreed to transfer to the Trustee from any Revenues in its possession the amount of such deficiency on or prior to the principal, interest or mandatory redemption date referenced in such notice. See "APPENDIX C — SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE — Definitions" and "— Allocation of Sales Tax Revenues" for a more complete discussion. No Reserve Fund The Commission is not funding a reserve fund for the 2017 Series B Bonds. No other Outstanding Bonds are secured by a reserve fund. Additional Bonds and Parity Obligations The Commission currently has $915,000,000 in aggregate principal amount of its Bonds Outstanding, payable from Sales Tax Revenues on a parity with the 2017 Series B Bonds. See "OTHER SALES TAX OBLIGATIONS — Existing Bonds." Under the Indenture, the Commission may issue other obligations payable in whole or in part from Sales Tax Revenues, subject to the limitations of the Sales Tax Act and to the terms and conditions contained in the Indenture. See "OTHER SALES TAX OBLIGATIONS — Limitation on Outstanding Sales Tax Obligations." Issuance of Additional Series of Bonds. The Commission may by Supplemental Indenture establish one or more additional Series of Bonds payable from Sales Tax Revenues and secured by the pledge made under the Indenture equally and ratably with the 2017 Series B Bonds, but only upon compliance by the Commission with the provisions of the Indenture, including the conditions that: (1) No Event of Default shall have occurred and then be continuing. (2) The aggregate principal amount of Bonds issued pursuant to the Indenture may not exceed any limitation imposed by the Sales Tax Act. 23801920.4 14 (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. The Commission will satisfy the requirements for Refunding Bonds under the Indenture with respect to the 2017 Series B Bonds at the time of their issuance. Issuance of Parity Obligations. The Commission may also issue Parity Obligations which will have, when issued, an equal lien and charge upon the Sales Tax Revenues, provided that the conditions to the issuance of such Parity Obligations set forth in the Indenture are satisfied, including satisfaction of the coverage test described in subsection (4) above under the caption "Issuance of Additional Series of Bonds" (unless such Parity Obligations are being issued for refunding purposes, in which case the coverage test shall not apply). As defined in the Indenture, "Parity Obligations" means any indebtedness, installment sale obligation, lease obligation or other obligation of the Commission for borrowed money, the BofA Swap Agreement or any other Interest Rate Swap Agreement (excluding fees and expenses and termination payments on Interest Rate Swap Agreements) entered into in connection with a Series of Bonds, in each case incurred in accordance with the provisions of the Indenture and having an 23801920.4 15 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. OTHER SALES TAX OBLIGATIONS Existing Bonds On July 19, 2017, the Commission issued $158,760,000 in original aggregate principal amount of its Sales Tax Revenue Bonds (Limited Tax Bonds) 2017 Series A (the "2017 Series A Bonds), which are currently outstanding in the aggregate principal amount of $158,760,000. The 2017 Bonds mature, subject to optional and mandatory sinking fund redemption prior thereto, on June 1, 2039. On September 28, 2016, the Commission issued $76,140,000 in original aggregate principal amount of its Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) 2016 Series A, 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 Series A Bonds mature, subject to optional and mandatory sinking fund redemption prior thereto, on June 1, 2039. A portion of the 2013 Series A Bonds are expected to be refunded with a portion of the proceeds of the 2017 Series B Bonds, and other available amounts. See "PLAN OF REFUNDING." On November 30, 2010, the Commission issued $37,630,000 in original aggregate principal amount of its Sales Tax Revenue Bonds (Limited Tax Bonds) 2010 Series A (Tax - Exempt) and $112,370,000 in original aggregate principal amount of its Sales Tax Revenue Bonds (Limited Tax Bonds) 2010 Series B (Taxable Build America Bonds), which are currently outstanding in the aggregate principal amount of $150,000,000. The 2010 Series A Bonds consist of 5.00% Term Bonds maturing on June 1, 2032, and the 2010 Series B Bonds consist of 6.807% Term Bonds maturing on June 1, 2039, subject in each case to mandatory redemption from Mandatory Sinking Account Payments. All of the 2010 Series A Bonds are expected to be refunded with a portion of the proceeds of the 2017 Series B Bonds, and other available amounts. See "PLAN OF REFUNDING." The 2010 Series B Bonds have been designated by the Commission as "Build America Bonds" that are "qualified bonds" under the American Recovery and Reinvestment Act of 2009 (the "Stimulus Act"). The Trustee is to receive on the Commission's behalf cash subsidy payments from the United States Treasury ("Subsidy Payments") equal to 35% of the interest payable on the 2010 Series B Bonds, or 45% of the interest payable on such 2010 Series B Bonds that have been additionally designated as "Recovery Zone Economic Development Bonds." On March 1, 2013, the federal government announced the implementation of certain automatic spending cuts known as the sequester (the "Sequester"). As a result of the Sequester, Subsidy Payments for the 2010 Series B Bonds will be reduced by 6.6% for the federal fiscal year ending September 30, 2018 23801920.4 16 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 November 14, 2017, the Congressional Budget Office sent a letter to Congressman Steny Hoyer responding to his request for information about the effects of tax legislation ("H.R. 1"), known as the "Tax Cuts and Jobs Act," that would raise deficits by an estimated $1.5 trillion over the 2018-2027 period, specifically with respect to a sequestration in accordance with the Statutory Pay -As -You -Go Act of 2010 (the "PAYGO law"). See "RISK FACTORS — Reduction in Subsidy Payments" for a discussion of the potential impact of the PAYGO law on the Subsidy Payments if H.R. 1 were to be enacted into law it its proposed form. 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, 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 remaining 2009 Bonds (collectively, the "2009 Bonds") mature, subject to mandatory sinking fund redemption prior thereto, on June 1, 2029 and are variable rate obligations currently bearing interest at a weekly rate. To hedge its variable rate exposure on the 2009 Bonds, the Commission entered into interest rate swap agreements, as described further in `BofA Swap Agreement" below. The 2009 Bonds are currently subject to optional tender by the holders thereof. The payment of the purchase price of tendered 2009 Bonds is payable from the proceeds of remarketing the 2009 Bonds and, to the extent remarketing proceeds are insufficient therefor, from amounts available from Standby Bond Purchase Agreements relating to each remaining series of the 2009 Bonds (each, a "2009 Bonds Liquidity Facility"), between the Commission and The Bank of Tokyo - Mitsubishi UFJ, Ltd., acting through its New York Branch (the "2009 Bonds Liquidity Provider"), or from any Alternate Liquidity Facility that may be obtained by the Commission in the future. Each 2009 Bonds Liquidity Facility expires on March 15, 2019, unless extended by the parties thereto. The obligation of the Commission to reimburse the 2009 Bonds Liquidity Provider and to make any other payments under a 2009 Bonds Liquidity Facility is secured by a pledge of Sales Tax Revenues on a parity with the pledge securing the Bonds, including the 2017 Series B Bonds. Under certain circumstances, 2009 Bonds purchased by the 2009 Bonds Liquidity Provider and not remarketed may become Liquidity Facility Bonds. Such Liquidity Facility Bonds shall bear interest as provided in the relevant 2009 Bonds Liquidity Facility and may be subject to mandatory prepayment upon the occurrence of certain events of default described in such 2009 Bonds Liquidity Facility. BofA Swap Agreement The Commission entered into an ISDA Master Agreement, dated as of August 22, 2006, with Bank of America, N.A. ("BofA"), as supplemented by the Schedule, dated as of August 22, 23801920.4 17 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") on the 2009 Bonds. The BofA Swap Agreement has an effective date of October 1, 2009 and expires on June 1, 2029. The Commission's obligation to make regularly scheduled payments to BofA under the BofA Swap Agreement is secured by Sales Tax Revenues on a parity basis with the Commission's obligation to pay principal of and interest on the Bonds, including the 2017 Series B Bonds, and therefore such obligation constitutes a Parity Obligation under the Indenture. The BofA Swap Agreement currently is outstanding in the notional amount of $70,800,000, subject to amortization as set forth therein, which corresponds to the combined amortization of the 2009 Series B Bonds and 2009 Series C Bonds. Pursuant to this agreement, BofA has agreed to pay the Commission a floating rate equal to 67% of USDLIBOR (One Month) and the Commission has agreed to pay BofA a fixed rate equal to 3.679%. The BofA Swap Agreement is subject to early termination in the event that the unenhanced ratings on the Bonds issued by Moody's Investors Service ("Moody's") and S&P Global Ratings, a business unit of Standard & Poor's Financial Services LLC ("S&P") fall below investment grade or are withdrawn or suspended; a reduction in the long-term unsubordinated ratings of BofA below investment grade can also result in an early termination of the BofA Swap Agreement. The Commission has the option of terminating the BofA Swap Agreement upon two Business Days' notice provided it has sufficient funds to pay any early termination amount. As of December , 2017, if the Commission terminated the BofA Swap Agreement, it would owe BofA a termination payment in the amount of $ . The Commission is not required to post collateral with respect to its obligations under the BofA Swap Agreement. If there is an early termination of the BofA Swap Agreement, a termination payment is payable by either the Commission or the swap counterparty depending on the then current market value of the agreement. Any such termination payment payable by the Commission with respect to the BofA Swap Agreement could be substantial. Any early termination payments are payable from Sales Tax Revenues on a basis subordinate to the Bonds (including the 2017 Series B Bonds), Parity Obligations and payments of principal of and interest on Subordinate Obligations. Subordinate Obligations The Commission may issue obligations ("Subordinate Obligations") payable out of Sales Tax Revenues on a basis subordinate to the payment of the principal, premium, interest and reserve fund requirements for the Bonds and all Parity Obligations, as the same become due and payable. The Commission's obligation to make early termination payments under the BofA Swap Agreement is secured by a pledge of the Sales Tax Revenues subordinate to the pledge in favor of the 2017 Series B Bonds, Parity Obligations and payment of principal of and interest on Subordinate Obligations. The Commission's Sales Tax Revenue Commercial Paper Notes (Limited Tax Bonds) (the "Notes") and the credit agreement supporting the Notes constitute Subordinate Obligations under the Indenture. There are currently no 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 principal of and interest on any Notes are payable from 23801920.4 18 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 2020, unless terminated earlier as provided in the related reimbursement agreement. The Commission's obligation to reimburse the CP Bank for draws under the CP Letter of Credit to pay the principal of and interest on the Notes is secured by a pledge of Sales Tax Revenues subordinate to the pledge in favor of the holders of the Bonds, including the 2017 Series B Bonds, and on parity with the obligation to pay Note holders. If the Commission is unable to extend or replace the CP Letter of Credit by its expiration date, the Commission may refund any related Notes and any related reimbursement obligations due to the CP Bank with the proceeds of an additional Series of Bonds, in accordance with the requirements of the Indenture. See "SECURITY AND SOURCES OF PAYMENT FOR THE 2017 SERIES B BONDS — Additional Bonds and Parity Obligations" herein. Limitation on Outstanding Sales Tax Obligations Under the Ordinance, as amended, the Commission has the power to sell or issue, from time to time, bonds or other evidence of indebtedness, including but not limited to capital appreciation bonds, secured solely by Sales Tax Revenues, in the aggregate principal amount at any one time outstanding of not to exceed $975 million. A ballot measure increasing the limitation from its original $500 million amount to $975 million was approved by a majority of those voting at a special election held in the County on November 2, 2010. Additional ballot measures increasing the limitation are possible in the future. See "SECURITY AND SOURCES OF PAYMENT FOR THE 2017 SERIES B BONDS — Additional Bonds and Parity Obligations" herein. THE SALES TAX General The Sales Tax 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 Sales Tax 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. 23801920.4 19 The one-half of one percent sales tax imposed in the County for transportation purposes and administered by the Commission, is in addition to the sales tax levied statewide by the State and certain other sales taxes imposed by cities and local agencies within the County. Proposition 30, approved by the voters of the State in the November 2012 election, increased the statewide sales tax by one -quarter of one percent, from 7.25% to 7.5%, for a period of four years from January 1, 2013 to but excluding January 1, 2017. Thus, the State sales tax is currently 7.25%. In general, the statewide sales tax applies to the gross receipts of retailers from the sale of tangible personal property. The statewide use tax is imposed on the storage, use or other consumption in the state of property purchased from a retailer for such storage, use or other consumption. Since the use tax does not apply to cases where the sale of the property is subject to the sales tax, the application of the use tax generally is to purchases made outside of the State for use within the State. The Sales Tax generally is imposed upon the same transactions and items subject to the sales and use tax levied statewide by the State (hereinafter collectively referred to as the "State Sales Tax"), with generally the same exceptions. Many categories of transactions are exempt from the State Sales Tax and the Sales Tax. The most important of these exemptions are: sales of food products for home consumption, prescription medicine, edible livestock and their feed, seed and fertilizer used in raising food for human consumption, and gas, electricity and water when delivered to consumers through mains, lines and pipes. In addition, "Occasional Sales" (i.e., sales of property not held or used by a seller in the course of activities for which he or she is required to hold a seller's permit) are generally exempt from the State Sales Tax and from the Sales Tax; however, the "Occasional Sales" exemption does not apply to the sale of an entire business and other sales of machinery and equipment used in a business. Sales of property to be used outside the county which are shipped to a point outside the county, pursuant to the contract of sale, by delivery to such point by the retailer, or by delivery by the retailer to a carrier for shipment to a consignee, at such point, are exempt from the State Sales Tax and from the Sales Tax. Action by the State Legislature or by voter initiative or judicial decisions interpreting State law could change the transactions and items upon which the State Sales Tax and the Sales Tax are imposed. Such changes or amendments could have either an adverse or beneficial effect on Sales Tax Revenues. The Commission is not currently aware of any proposed legislative change which would have a material adverse effect on Sales Tax Revenues. See "RISK FACTORS — Proposition 218" herein. Collection of Sales Tax Revenues Collection of the Sales Tax is administered by the CDTFA. The Commission and the CDTFA have entered into an agreement for state administration of district transactions and use taxes to authorize payment of Sales Tax Revenues directly to the Trustee. The CDTFA, after deducting amounts payable to itself, is required to remit the balance of amounts received from the Sales Tax directly to the Trustee. The Trustee is required to apply the Sales Tax Revenues to make deposits to the funds and accounts established under the Indenture and to transfer the remaining amounts to U.S. Bank National Association, as issuing and paying agent for the Notes (the "Issuing and Paying Agent"). See "SECURITY AND SOURCES OF PAYMENT FOR THE 2017 SERIES B BONDS" herein. The remaining unapplied Sales Tax Revenues, if any, are applied to pay fees, expenses and similar charges relating to any Liquidity Facility or Credit Enhancement, or 23801920.4 20 otherwise owing in connection with the Bonds or Parity Obligations, or to fund the I-15 Trust Fund (as defined herein) and thereafter are transferred to the Commission for use for any purpose contemplated by the Ordinance. The fee that the CDTFA is authorized to charge for collection of the Sales Tax is determined by State legislation. The CDTFA fee for collection of the Sales Tax for Fiscal Year 2017-18 is expected to be $2,025,120. Historical Sales Tax Revenues The following table sets forth net Sales Tax Revenues for the Fiscal Years indicated below. RIVERSIDE COUNTY TRANSPORTATION COMMISSION HISTORICAL SALES TAX REVENUES Fiscal Year Ended June 30 Net Sales Tax Revenues(1) Percent Change From Prior Fiscal Year 2008 $142,537,548 2009 119,688,289 (16.03)% 2010 114,526,254 (4.31) 2011 123,439,833 7.78 2012 134,984,307 9.35 2013 149,428,124 10.70 2014 156,355,894 4.64 2015 163,092,776 4.31 2016 167,630,239 2.78 2017 175,320,207 4.59 (1) Net of the CDTFA's administrative fee. Source: The Commission. Sales Tax Revenues (net of the CDTFA's administrative fee) for the first quarter of the Fiscal Year ending June 30, 2018 were $38,381,000, compared to $36,941,600 for the first quarter of the Fiscal Year ending June 30, 2017. The Commission is unable to predict if annual Sales Tax Revenues will continue to increase. For a summary of historical taxable retail sales within the County, see the table entitled "County of Riverside, Taxable Sales Transactions" in "APPENDIX B — COUNTY OF RIVERSIDE DEMOGRAPHIC AND ECONOMIC INFORMATION." The following table sets forth the Maximum Annual Debt Service coverage on the Bonds (including the 2017 Series B Bonds) based on Sales Tax Revenues for the Fiscal Year ended June 30, 2017. Sales Tax Revenues Fiscal Year Ended June 30, 2017 Maximum Annual Debt Service on all Bonds(') Coverage Ratio $175,320,207 $ 23801920.4 21 (1) Interest on variable rate debt is calculated assuming the interest rates are equal to the fixed rates on the BofA Swap Agreement, without including any remarketing agent or liquidity provider fees and expenses. The Subsidy Payments relating to the 2010 Series B Bonds are treated as an offset to Debt Service and the Maximum Annual Debt Service presented in the table above is reduced by the Subsidy Payments. Maximum Annual Debt Service is projected to occur in June 30, 2029. See "DEBT SERVICE SCHEDULE" and "RISK FACTORS — Reduction in Subsidy Payments" herein. The 2010 Series A Bonds are expected to be refunded in full and the 2013 Series A Bonds are expected to be refunded in part with a portion of the proceeds of the 2017 Series B Bonds and other available amounts, see "PLAN OF REFUNDING." Source: The Commission and Fieldman, Rolapp & Associates, Inc. RIVERSIDE COUNTY TRANSPORTATION COMMISSION General The Commission is charged with a number of important responsibilities in serving the residents of the County. Administering the sales tax program, which has raised more than $1 billion, has been by far the most prominent of these responsibilities. The Commission, which has the responsibility of placing future transportation ballot measures before the public, was successful in November 2002 in obtaining more than two-thirds voter approval of the Sales Tax. In addition to the Commission's Measure A responsibilities, the Commission has also been designated as the congestion management agency (the "CMA") for the County. As the CMA, the Commission has developed a congestion management program that more effectively utilizes transportation funds by linking land use, transportation and air quality efforts. The Commission serves as the Service Authority for Freeway Emergencies and operates the freeway service patrol (the "FSP") for the County. The results of these programs — 240 call boxes along the County roadways and 20 FSP tow trucks providing assistance to more than 40,000 motorists annually — are among the most visible of the Commission's programs. In 1998, the State Legislature gave new authority to the Commission by changing the way funding is distributed from the State Transportation Improvement Program, which is funded through state and federal gas taxes. In simple terms, counties no longer apply to the State for funding their most urgent transportation needs. Instead, State transportation dollars are given directly as an entitlement, leaving the decision making about transportation spending up to the designated county transportation commission like the Commission. While this gives the Commission greater control over how transportation dollars are spent, it also requires a much higher level of local communication and participation to determine how these dollars are spent throughout a county with many transportation needs. The Commission has the responsibility to program funds received under the California Transportation Development Act, a statewide source of funding for transit purposes, primarily to the County's major public transit providers, although the Commission has no responsibility to provide transit services. To enhance County -wide participation and improve its decision -making, the Commission made a major change in its structure in 1999 by expanding the Board from eight members to 30. The Board expanded in 2008, 2010 and 2011 with the addition of four members in total representing newly incorporated cities. The current Board now has 34 members. The expanded 23801920.4 22 Commission ensures better representation throughout the County and provides the participatory framework for continued success in carrying out these responsibilities. The Transportation Expenditure Plan On November 5, 2002, 69.2% of the voters of the County approved Measure "A" — The Riverside County Transportation Commission Transportation Expenditure Plan (the "Expenditure Plan") and Retail Transaction and Use Tax Ordinance (the "Ordinance") which expressed the following concerns in its preamble: The transportation system in Riverside County is rapidly deteriorating and our population and economy are growing rapidly. Maintenance and repairs of existing roadways and improvements to relieve congestion cannot be accomplished with available funds. Without additional funds, the system will bog down and pavement will crumble into permanent disrepair.... Local governments must either generate revenues to expand our system and maintain our investments or watch the system collapse and endanger the health, welfare and safety of all Riverside County residents. The goals of the Expenditure Plan are as follows: (1) Maintain and improve the quality of life in Riverside County by supplementing existing funds for transportation; (2) provide for accountability in the expenditure of taxpayer funds; (3) provide for equity in the distribution of Measure "A" Revenues; and (4) provide for local control of the Transportation Improvement Program. To address the concerns as expressed in the preamble, and to accomplish its goals and policies, the Ordinance provided that sales tax revenues be distributed to the specific geographic areas of Riverside County (i.e., Western County, Coachella Valley, and Palo Verde Valley) based on their proportionate share of revenues generated in the County, and that funds (including proceeds of bonds secured by such sales tax revenues) be allocated for highway and regional arterial projects, local streets and roads, transit and commuter rail, new corridors and economic development. In the Western County, $370 million is to be used for new corridor projects, $1.020 billion for highway projects, $300 million for regional arterial projects, $390 million for public transit, $970 million for local street and road improvements, $270 million for bond financing costs, and the remaining $40 million for economic development projects. In the Coachella Valley, fifty percent is to be earmarked for its highway and regional arterial system, thirty-five percent for local streets and roads, and the remaining fifteen percent for transit. All Palo Verde Valley funds are designated for the maintenance of local streets and roads. 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 23801920.4 23 incorporated city in Riverside County (each of whom must be a mayor or member of the City Council) and one non -voting member appointed by the governor of the State of California. The role of the Commission is to act as a policy -making board for Riverside County transportation activities. Executive Staff The Commission's key staff members, the position held by each and a brief statement of the background of each staff member are set forth below. Anne Mayer, Executive Director. Anne Mayer was appointed in October 2007 as the Executive Director of the Commission. She is responsible for overall management of the Commission including execution of operational policies and procedures and all personnel decisions. Ms. Mayer joined the Commission in May 2005 as Deputy Executive Director. Prior to joining the Commission, she was the District 8 Director for the California Department of Transportation ("Caltrans"). As District Director, she was responsible for management of the State highway system in San Bernardino and Riverside counties. Ms. Mayer is a Professional Engineer in the State of California with 34 years of experience in the public works field, working at Caltrans for 14 of those years. Ms. Mayer holds a civil engineering degree from Michigan State University. John Standiford, Deputy Executive Director. In January 2008, John Standiford was appointed as Deputy Executive Director for the Commission. He joined the Commission in 1999 and was the Public Affairs Director prior to his current appointment. Mr. Standiford also served as the Manager of Government and Media Relations for the Orange County Transportation Authority, where he worked for more than seven years. Earlier in his career, Mr. Standiford worked for three state legislators from the Los Angeles area. He received his bachelor and masters degrees from the University of California, Irvine. Theresia Trevino, Chief Financial Officer. Ms. Trevino joined the Commission as the Chief Financial Officer in January 2004. Her responsibilities include financial, budget, procurement, investment and debt management of a multi -modal program that includes highway, transit, rail, motorist assistance, and tolling. Ms. Trevino manages one of the largest self-help transportation sales tax financing programs in California and the toll revenue financing program. Ms. Trevino previously worked as Manager of Accounting and Financial Reporting for the Orange County Transportation Authority. Ms. Trevino's 19-year public accounting career included 16 years with Ernst & Young LLP. As Senior Manager in its Assurance and Advisory Business Services practice serving government clients, she led the development of the Southern California practice. She is a Certified Public Accountant in California and completed the Leadership Academy of the International Bridge, Tunnel and Turnpike Association. Ms. Trevino received a bachelor of science degree in accounting from Loyola Marymount University with Magna Cum Laude Honors. Cash and Investments As of October 31, 2017 (based on unaudited financial information), the Commission had approximately $832.6 million, at book value, in cash and investments. Such cash and investments were comprised of non -discretionary trust accounts (including commercial paper proceeds and 23801920.4 24 debt service principal and interest funds) of approximately $252.6 million and discretionary (operating) accounts of approximately $580.0 million. The non -discretionary trust accounts are primarily invested in specific debt securities and money market mutual funds. Approximately $180.3 million of non -discretionary trust accounts represents the 2013 Toll Revenue Bonds and 2013 Series A Bond amounts and toll revenues that secure the 2013 Toll Revenue Bonds and 2017 Series A Bond proceeds that secure the 2017 TIFIA Loan and are not available as security for the 2017 Series B Bonds. The discretionary accounts were invested, as of October 31, 2017, as follows: Percentage of Total Book Value Cash and Investments as of October 31, 2017 Riverside County Pooled Investment Fund 88% Local Agency Investment Fund 1 Operations Pooled Investments (in debt securities) 9 Bank deposits 2 Total 100% Additional information regarding the Commission's cash and investments is included in "Note 1. Summary of Significant Accounting Policies Cash and Investments" and "Note 2. Cash and Investments" in the Notes to Financial Statements in "APPENDIX A — COMMISSION AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR ENDED JUNE 30, 2017." Debt Management Policy The Commission's Board has adopted a Debt Management Policy with periodic revisions with the most recent revision approved by the Board on September 14, 2016. Since its initial adoption by the Board, the Debt Management Policy has stated that one of the Commission's main objectives in the sale of debt payable from Sales Tax Revenues is to maintain a 2.0x debt service coverage ratio. The Debt Management Policy is always subject to further revision by majority action of the Commissioners. I-15 Express Lanes Project Interstate 15 (I-15) is an interstate goods -movement corridor that links Southern California to the counties east of Los Angeles and to Las Vegas, the Rocky Mountain States, and Canada. It is a major truck route included in the National Network for Federal Surface Transportation Assistance Act of 1982 for oversize trucks. The "I-15 Express Lanes Project" will add one to two tolled express lanes in each direction on I-15 between Cajalco Road and State Route 60 (SR-60), a distance of approximately 15 miles. The primary purpose of the I-15 Express Lanes Project is to improve congested traffic operations, considering current and future (2040) travel demand, on the I-15 corridor between Cajalco Road and the I-15/SR-60 Interchange just south of the San Bernardino County line. The Commission expects the I-15 Express Lanes Project to provide a time -saving travel choice with multiple entry/exit points, expand the tolled express lane network and increase travel time reliability. Drivers will be able to access and exit the tolled facility at multiple locations. Project elements include the construction of a series of sound walls along the corridor as well as bridge widenings 23801920.4 25 to accommodate the new tolled express lanes. All proposed improvements are to be constructed within the Caltrans right-of-way, with the majority of the improvements occurring within the existing I-15 median. The Commission awarded a design -build contract for the I-15 Express Lanes Project in April 2017 and expects construction to commence in 2018. The tolled express lanes are expected to be open in mid-2020. The Commission and the United States Department of Transportation, acting by and through the Executive Director of the Build America Bureau (the "TIFIA Lender"), executed a TIFIA Loan Agreement on July 20, 2017 (the "TIFIA Loan Agreement"), providing for a direct loan under the Transportation Infrastructure Finance and Innovation Act of 1998 (the "TIFIA Loan") of up to $152,214,260. The TIFIA Loan is payable from and secured by toll revenues generated by the I-15 Express Lanes Project ("Toll Revenues") pursuant to a Master Indenture (I- 15 Toll Road) (the "I-15 Toll Indenture") that is separate from the Indenture. The amounts advanced to the Toll Trustee as the Commission Initial Loan (as defined below) and the backstop loan are repaid to the Commission from Toll Revenues. The proceeds of the TIFIA Loan will be used, together with a portion of the proceeds of the 2017 Series A Bonds and certain other funds of the Commission, to finance the acquisition and construction of the I-15 Express Lanes Project. See "RIVERSIDE COUNTY TRANSPORTATION COMMISSION —The Transportation Expenditure Plan." Pursuant to the I-15 Toll Indenture between the Commission and U.S. Bank National Association, as trustee (the "Toll Trustee"), providing for the issuance of Senior Lien Obligations, Second Lien Obligations and Subordinate Obligations payable from Toll Revenues, the Commission has covenanted to deposit in a separate fund designated as the "I-15 Trust Fund" the following amounts (the "Commission Initial Loan") from Sales Tax Revenues on a basis subordinate to deposits securing the Bonds and the Notes: Fiscal Year 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 I-15 Trust Fund and transferred to the Toll Trustee, as provided in the I-15 Toll Indenture, and will only be requested by the Toll Trustee to the extent Toll Revenues are not sufficient by the last business day of each calendar month preceding June 1 to make the deposits required under the I-15 Toll Indenture. Such deposits are expected to be made by the Commission from Sales Tax Revenues of the Commission available for such purpose. The Commission may elect, under certain circumstances, to advance the payments to the Toll Trustee in which case the amounts, other than the aggregate amount of $18,000,000, may be increased and the period of transfer shortened. 23801920.4 26 The Commission further covenants to set aside amounts in the I-15 Trust Fund from Sales Tax Revenues, on a basis subordinate to deposits securing the Bonds and the Notes, to provide additional payments as a conditional backstop loan if Toll Revenues are insufficient. The backstop loan payments will be made in the Fiscal Years 2025 through 2039 in an annual amount not to exceed $3,850,000. Such amounts will be requested by the Toll Trustee from the Trustee only upon a certification that there is a deficiency in Toll Revenues necessary to make the deposits required under the I-15 Toll Indenture and the amount requested will only be in the amount of such deficiency subject to the limits set forth in the I-15 Toll Indenture. Payment of the Bonds, including the 2017 Series B Bonds from Sales Tax Revenues is not conditioned upon the construction or operation of the I-I5 Express Lanes Project or the payment of the TIFIA Loan or any obligations issued under the I-1 S Toll Indenture. Riverside SR-91 Corridor Improvement Project State Route 91 ("SR-91") is an east -west limited access highway running from Interstate 110 in Los Angeles County at its western end, through Orange County and to the interchange of Interstate 215 and State Route 60 ("SR-60") in Riverside County on its eastern end. The previous SR-91 cross section generally consisted of four general purpose lanes, varying in width from 11 feet to 12 feet, as well as auxiliary lanes in each direction. In Orange County, two tolled express lanes ("OCTA 91 Express Lanes") are operated in each direction by the Orange County Transportation Authority. The OCTA 91 Express Lanes were constructed in the median area of SR-91, beginning west of the SR-91/State Route 55 interchange and terminating near the Orange County/Riverside County line. These express lanes previously transitioned into one high occupancy vehicle ("HOV") lane in each direction in Riverside County. The Riverside SR-91 Corridor Improvement Project (the "Riverside SR-91 Corridor Improvement Project") connects with the OCTA 91 Express Lanes at the Orange County/Riverside County line using a two-mile long mixing area (allowing vehicles to use either or both sections of the tolled lanes) and continues approximately eight miles to the Interstate 15 ("I-15")/SR-91 interchange in Riverside County, California. The Riverside SR-91 Corridor Improvement Project involved widening pavement on the outside of the existing highway to reposition general purpose lanes and repurposing the existing HOV lane to accommodate two tolled express lanes in the median in each direction. The Riverside SR-91 Corridor Improvement Project also involved constructing one new general purpose lane in each direction from State Route 71 to I-15, ultimately providing two tolled express lanes and five general purpose lanes in each direction. The Riverside SR-91 Corridor Improvement Project also included the restriping of lanes and construction of a two-lane (one lane in each direction) direct tolled connector approximately 2.8 miles in distance providing the SR-91 tolled express lanes with access/egress to I-15 South. This tolled direct connector commences near Grand Avenue on SR-91 and ends on I-15 South near Ontario Avenue in the City of Corona. All of the Commission -sponsored tolled express lanes on SR-91 are referred to herein as the "RCTC 91 Express Lanes." 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-914-15 interchange; 23801920.4 27 addition of auxiliary lanes and other operational improvements; restriping of lanes in the eastbound and westbound directions for approximately two miles to the west of the Orange County/Riverside County line; restriping of lanes in the eastbound direction for approximately three miles east of the SR-91/I-15 interchange; and the installation of an electronic toll collection and enforcement system. The general purpose lanes and the express lanes, including the direct tolled connector, opened to traffic in March 2017 upon substantial completion. Final acceptance of the RCTC SR- 91 Corridor Improvement Project is scheduled for March 2018 with close-out activities for the project concluding by June 2018. The resolution of right-of-way transactions will continue through mid-2019 and the 3-year plant establishment period will continue to run through September 2020. Payment of the Bonds, including the 2017 Series B Bonds from Sales Tax Revenues is not conditioned upon the construction or operation of the RCTC 91 Express Lanes or the payment of the TIFIA loan for the RCTC 91 Express Lanes project or any obligations issued under the RCTC 91 Express Lanes toll indenture. 23801920.4 28 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. 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 Series B Bonds, in the event of a default in the payment of principal of and interest on the Bonds when due; provided, however, that if any 2009 Bonds become Liquidity Facility Bonds, such Liquidity Facility Bonds are subject to mandatory prepayment as set forth in the related 2009 Bonds Liquidity Facility. Each 2009 Bonds Liquidity Facility generally provides that Liquidity Facility Bonds unable to be remarketed are subject to redemption in six equal semi-annual installments commencing 180 days following the earlier of (i) the related purchase date or (ii) the expiration date of the applicable 2009 Bonds Liquidity Facility. See "OTHER SALES TAX OBLIGATIONS — Existing Bonds." Upon a default by the Commission, each Holder of a 2017 Series B Bond will have the rights to exercise the remedies set forth in the Indenture, subject to the limitations thereon. See "APPENDIX C — SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE." The Sales Tax With limited exceptions, the Sales Tax will be imposed upon the same transactions and items subject to the sales tax levied statewide by the State. The State Legislature or the voters within the State, through the initiative process, or judicial decisions interpreting State law, could change or limit the transactions and items upon which the statewide sales tax and the Sales Tax 23801920.4 29 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. However, 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 CDTFA. Proposition 218 On November 5, 1996, voters in the State approved an initiative known as the Right to Vote on Taxes Act ("Proposition 218"). Proposition 218 added Articles XIIIC and XIIID to the California Constitution. Article XIIIC requires majority voter approval for the imposition, extension or increase of general taxes and two-thirds voter approval for the imposition, extension or increase of special taxes by a local government, which is defined to include local or regional governmental agencies such as the Commission. The Sales Tax was approved by more than two-thirds of the voters in Riverside County and is therefore in compliance with the requirements of Proposition 218. Article XIIIC also removes limitations that may have applied to the voter initiative power with regard to reducing or repealing previously authorized local taxes, even previously voter -approved taxes like the Sales Tax. In the view of the Commission, however, any attempt by the voters to use the initiative provisions of Proposition 218 to rescind or reduce the levy and collection of the Sales Tax in a manner which would prevent the payment of debt service on the 2017 Series B Bonds, would violate the Contracts Clause of the United States Constitution and, accordingly, would be precluded. The interpretation and application of Proposition 218 will ultimately be determined by the courts. Further Initiatives Proposition 218 was adopted as a measure that qualified for the ballot pursuant to California's initiative process. From time to time other initiative measures could be adopted, which may affect the Commission's ability to levy and collect the Sales Tax, or change the types of transactions or items subject to a Sales Tax. Loss of Tax Exemption As discussed under "TAX MATTERS," interest on the 2017 Series B Bonds could become includable in federal gross income, possibly from the date of issuance of the 2017 Series B Bonds, as a result of acts or omissions of the Commission subsequent to the issuance of the 2017 Series 23801920.4 30 B Bonds. Should interest become includable in federal gross income, the 2017 Series B Bonds are not subject to mandatory redemption by reason thereof and may remain outstanding until maturity. Reduction in Subsidy Payments The 2010 Series B Bonds have been designated by the Commission as "Build America Bonds" that are "qualified bonds" under the Stimulus Act. The Trustee is to receive on the Commission's behalf Subsidy Payments from the United States Treasury equal to 35% of the interest payable on the 2010 Series B Bonds, and 45% of the interest payable on such 2010 Series B Bonds that have been additionally designated as "Recovery Zone Economic Development Bonds." The amount of any Subsidy Payments to be received in connection with the 2010 Series B Bonds is subject to legislative changes by the United States Congress. See "OTHER SALES TAX OBLIGATIONS - Existing Bonds." The Commission expects reductions in Subsidy Payments to occur due to sequestration but is unable to predict the amount or duration of such reductions. Further, Subsidy Payments will only be paid if the 2010 Series B Bonds continue to qualify as Build America Bonds or Recovery Zone Economic Development Bonds. For the 2010 Series B Bonds to be and remain Build America Bonds or Recovery Zone Economic Development Bonds, the Commission must comply with certain covenants and establish certain facts and expectations with respect to the 2010 Series B Bonds, the use and investment of proceeds thereof and the use of property financed thereby. Thus, it is possible that the Commission may not receive the Subsidy Payments. Subsidy Payments are also subject to offset against amounts that may, for unrelated reasons, be owed by the Commission to any agency of the United States of America. The Commission does not believe that failure to receive all or any portion of the Subsidy Payments, due to sequestration or other causes, will have a material adverse effect on the Commission's ability to pay Debt Service on the 2010 Series B Bonds or any other Bonds. Under the Indenture, Subsidy Payments are treated as an offset to Debt Service for coverage calculation purposes, but the Commission remains obligated to make all payments of Debt Service on the Bonds from Revenues regardless of whether it receives the full amount of the Subsidy Payments. On November 14, 2017, the Congressional Budget Office sent a letter to Congressman Steny Hoyer responding to his request for information about the effects of legislation that would raise deficits by an estimated $1.5 trillion over the 2018-2027 period, specifically with respect to a sequestration in accordance with the PAYGO. The letter indicates that, without enacting subsequent legislation to either offset that deficit increase, waive the recordation of H.R. 1's impact on the scorecard, or otherwise mitigate or eliminate the requirements of the PAYGO law, the Office of Management and Budget would be required to issue a sequestration order by a potentially significant amount. Senate Finance Committee chairman Orrin Hatch has been quoted as rejecting the idea that the PAYGO law would trigger spending cuts that would eliminate subsidy payments for direct -pay bonds, such as the 2010 Series B Bonds. However, if enacted into law in its current form, the indirect effect of H.R. 1 may be to significantly reduce or possibly eliminate direct interest subsidy payments eligible to be received by issuers of specified tax credit bonds, including the 2010 Series B Bonds. It is not possible to predict the magnitude of any reduction in Subsidy Payments as a result of H.R. 1 at this time. 23801920.4 31 LIBOR Retirement The Financial Conduct Authority ("FCA") of the United Kingdom, that has regulated LIBOR since April of 2013, has announced its intention to retire the benchmark interest rate setting mechanism ("LIBOR Retirement") by 2021. The FCA has suggested that thre may be a transitional period following LIBOR Retirement during which LIBOR will be maintained as a shadow benchmark rate for use in current transactions. Certain documents that rely on LIBOR without an alternative index upon LIBOR Retirement may need to be revised with the consent of the parties. The Commission will review its documents and take appropriate action as the situation with respect to LIBOR Retirement develops. The Commission cannot predict the financial implications, if any, from LIBOR Retirement. [BofA swap review pending] Financial and Operating Risks of the Riverside SR-91 Corridor Improvement Project and the I-15 Express Lanes Project To finance a portion of the costs of the Riverside SR-91 Corridor Improvement Project, the Commission incurred $597,709,010.60 of senior and subordinate debt payable from and secured by toll revenues from the RCTC 91 Express Lanes and expects to incur up to $152,214,260 of senior debt payable from and secured by Toll Revenues to finance a portion of the costs of the I-15 Express Lanes Project. In addition to its debt service obligations arising from such debt, the Commission will have ongoing operation and maintenance expenses as well as certain repair and rehabilitation obligations over the next 50-year period of the RCTC 91 Express Lanes and following its substantial completion of the 1-15 Express Lanes Project. Moreover, the Commission will also face continued liability as the owner of the RCTC 91 Express Lanes and the I-15 Express Lanes Project. The Commission has limited experience with the ownership and operation of enterprises like the RCTC 91 Express Lanes and the I-15 Express Lanes Project. While the Commission's financial obligations with respect to the Riverside SR-91 Corridor Improvement Project and the I- 15 Express Lanes Project after substantial completion are limited to the respective toll revenues and, for the TIFIA Loan, the I-15 Trust Fund, any financial distress affecting the RCTC 91 Express Lanes or the 1-15 Express Lanes Project may also affect the Commission. Neither project is owned by a stand-alone municipal entity that may file for Chapter 9 bankruptcy separately from the Commission. If either project was to experience financial difficulty severe enough to justify protection under the Bankruptcy Code, the Commission would be the entity filing for Chapter 9 bankruptcy. See "Impact of Bankruptcy of the Commission" below. Impact of Bankruptcy of the Commission The Commission may be authorized to file for Chapter 9 municipal bankruptcy under certain circumstances. Should the Commission file for bankruptcy, there could be adverse effects on the holders of the 2017 Series B Bonds. If the Sales Tax Revenues are "special revenues" under the Bankruptcy Code, then Sales Tax Revenues collected after the date of the bankruptcy filing should be subject to the lien of the Indenture. "Special revenues" are defined to include taxes specifically levied to finance one or more projects or systems, excluding receipts from general property, sales, or income taxes levied 23801920.4 32 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 Series B Bonds may not be able to assert a claim against any property of the Commission other than the Sales Tax Revenues, and were these amounts no longer subject to the lien of the Indenture following commencement of a bankruptcy case, then there could thereafter be no amounts from which the holders of the 2017 Series B Bonds are entitled to be paid. The Bankruptcy Code provides that special revenues can be applied to necessary operating expenses of the project or system from which the special revenues are derived, before they are applied to other obligations. This rule applies regardless of the provisions of the transaction documents. The law is not clear as to whether, or to what extent, Sales Tax Revenues would be considered to be "derived" from the Expenditure Plan Projects. To the extent that Sales Tax Revenues are determined to be both special revenues and derived from the Expenditure Plan Projects, the Commission may be able to use Sales Tax Revenues to pay necessary operating expenses of the Expenditure Plan Projects, before the remaining Sales Tax Revenues are turned over to the Trustee to pay amounts owed to the holders of the Bonds. It is not clear precisely which expenses would constitute necessary operating expenses. If the Commission is in bankruptcy, the parties (including the holders of the 2017 Series B Bonds) may be prohibited from taking any action to collect any amount from the Commission or to enforce any obligation of the Commission, unless the permission of the bankruptcy court is obtained. These restrictions may also prevent the Trustee from making payments to the holders of the Bonds from funds in the Trustee's possession. The procedure pursuant to which Sales Tax Revenues are paid directly by the CDTFA to the Trustee may no longer be enforceable, and the Commission may be able to require the CDTFA to pay Sales Tax Revenues directly to the Commission. The Commission as a debtor in bankruptcy may be able to borrow additional money that is secured by a lien on any of its property (including Sales Tax Revenues), which lien could have priority over the lien of the Indenture, or to cause some Sales Tax Revenues to be released to it, free and clear of lien of the Indenture, in each case provided that the bankruptcy court determines that the rights of the Trustee and the holders of the Bonds will be adequately protected. The Commission may also be able, without the consent and over the objection of the Trustee and the holders of the Bonds, to alter the priority, interest rate, payment terms, collateral, maturity dates, payment sources, covenants (including tax -related covenants), and other terms or provisions of the Indenture and the Bonds, provided that the bankruptcy court determines that the alterations are "fair and equitable." There may be delays in payments on the 2017 Series B Bonds while the court considers any of these issues. There may be other possible effects of a bankruptcy of the Commission that 23801920.4 33 could result in delays or reductions in payments on the 2017 Series B Bonds, or result in losses to the holders of the 2017 Series B Bonds. Regardless of any specific adverse determinations in a Commission bankruptcy proceeding, the fact of a Commission bankruptcy proceeding could have an adverse effect on the liquidity and value of the 2017 Series B Bonds. FINANCIAL STATEMENTS The financial statements of the Commission for the Fiscal Year ended June 30, 2017, included in the 2017 Comprehensive Annual Financial Report which is attached as APPENDIX A to this Official Statement, have been audited by Macias Gini & O'Connell LLP, certified public accountants, as stated in its report therein. Macias Gini & O'Connell LLP, the Commission's independent auditor, has not been engaged to perform, and has not performed, since the date of its report included therein, any procedures on the financial statements addressed in that report. Macias Gini & O'Connell LLP also has not performed any procedures relating to this Official Statement. Except as described herein, the Commission represents that there has been no material adverse change in its financial position since June 30, 2017. LITIGATION There is not now pending any litigation restraining or enjoining the imposition or collection of the Sales Tax or delivery of the 2017 Series B Bonds or questioning or affecting the validity of the 2017 Series B Bonds or the proceedings and authority under which they are to be issued. Neither the creation, organization or existence of the Commission, nor the title of the present members of the Commission to their respective offices, is being contested. TAX MATTERS In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Commission ("Bond Counsel"), based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the 2017 Series B Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 (the "Code") and is exempt from State of California personal income taxes. Bond Counsel is of the further opinion that interest on the 2017 Series B Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although Bond Counsel observes that such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. As discussed further below, legislation has been introduced which, if enacted, would repeal the alternative minimum tax for tax years beginning after December 31, 2017. A complete copy of the proposed form of opinion of Bond Counsel is included herein as APPENDIX F. To the extent the issue price of any maturity of the 2017 Series B Bonds is less than the amount to be paid at maturity of such 2017 Series B Bonds (excluding amounts stated to be interest and payable at least annually over the term of such 2017 Series B Bonds), the difference constitutes "original issue discount," the accrual of which, to the extent properly allocable to each owner thereof, is treated as interest on the 2017 Series B Bonds which is excluded from gross income for federal income tax purposes and State of California personal income taxes. For this purpose, the 23801920.4 34 issue price of a particular maturity of the 2017 Series B Bonds is the first price at which a substantial amount of such maturity of the 2017 Series B Bonds is sold to the public (excluding bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers). The original issue discount with respect to any maturity of the 2017 Series B Bonds accrues daily over the term to maturity of such 2017 Series B Bonds on the basis of a constant interest rate compounded semiannually (with straight-line interpolations between compounding dates). The accruing original issue discount is added to the adjusted basis of such 2017 Series B Bonds to determine taxable gain or loss upon disposition (including sale, redemption, or payment on maturity) of such 2017 Series B Bonds. Owners of the 2017 Series B Bonds should consult their own tax advisors with respect to the tax consequences of ownership of 2017 Series B Bonds with original issue discount, including the treatment of purchasers who do not purchase such 2017 Series B Bonds in the original offering to the public at the first price at which a substantial amount of such 2017 Series B Bonds is sold to the public. 2017 Series B Bonds purchased, whether at original issuance or otherwise, for an amount higher than their principal amount payable at maturity (or, in some cases, at their earlier call date) ("Premium Bonds") will be treated as having amortizable bond premium. No deduction is allowable for the amortizable bond premium in the case of bonds, like the Premium Bonds, the interest on which is excluded from gross income for federal income tax purposes. However, the amount of tax-exempt interest received, and a purchaser's basis in a Premium Bond, will be reduced by the amount of amortizable bond premium properly allocable to such purchaser. Owners of Premium Bonds should consult their own tax advisors with respect to the proper treatment of amortizable bond premium in their particular circumstances. The Code imposes various restrictions, conditions and requirements relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the 2017 Series B Bonds. The Commission has made certain representations and covenanted to comply with certain restrictions, conditions and requirements designed to ensure that interest on the 2017 Series B Bonds will not be included in federal gross income. Inaccuracy of these representations or failure to comply with these covenants may result in interest on the 2017 Series B Bonds being included in gross income for federal income tax purposes, possibly from the date of original issuance of the 2017 Series B Bonds. The opinion of Bond Counsel assumes the accuracy of these representations and compliance with these covenants. Bond Counsel has not undertaken to determine (or to inform any person) whether any actions taken (or not taken), or events occurring (or not occurring), or any other matters coming to Bond Counsel's attention after the date of issuance of the 2017 Series B Bonds may adversely affect the value of, or the tax status of interest on, the 2017 Series B Bonds. Accordingly, the opinion of Bond Counsel is not intended to, and may not, be relied upon in connection with any such actions, events or matters. Although Bond Counsel is of the opinion that interest on the 2017 Series B Bonds is excluded from gross income for federal income tax purposes and is exempt from State of California personal income taxes, the ownership or disposition of, or the accrual or receipt of amounts treated as interest on, the 2017 Series B Bonds may otherwise affect a beneficial owner's federal, state or local tax liability. The nature and extent of these other tax consequences depends upon the particular tax status of the beneficial owner or the beneficial owner's other items of income or deduction. Bond Counsel expresses no opinion regarding any such other tax consequences. 23801920.4 35 Current and future legislative proposals, if enacted into law, clarification of the Code or court decisions may cause interest on the 2017 Series B Bonds to be subject, directly or indirectly, in whole or in part, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent beneficial owners from realizing the full current benefit of the tax status of such interest. Legislation has been introduced in Congress which, if enacted, would significantly change the income tax rates for individuals and corporations and would repeal the alternative minimum tax for tax years beginning after December 31, 2017. The introduction or enactment of any such legislative proposals or clarification of the Code or court decisions may also affect, perhaps significantly, the market price for, or marketability of, the 2017 Series B Bonds. Prospective purchasers of the 2017 Series B Bonds should consult their own tax advisors regarding the potential impact of any pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel is expected to express no opinion. The opinion of Bond Counsel is based on current legal authority, covers certain matters not directly addressed by such authorities, and represents Bond Counsel's judgment as to the proper treatment of the 2017 Series B Bonds for federal income tax purposes. It is not binding on the Internal Revenue Service ("IRS") or the courts. Furthermore, Bond Counsel cannot give and has not given any opinion or assurance about the future activities of the Commission, or about the effect of future changes in the Code, the applicable regulations, the interpretation thereof or the enforcement thereof by the IRS. The Commission has covenanted, however, to comply with the requirements of the Code. Bond Counsel's engagement with respect to the 2017 Series B Bonds ends with the issuance of the 2017 Series B Bonds, and, unless separately engaged, Bond Counsel is not obligated to defend the Commission or the beneficial owners regarding the tax-exempt status of the 2017 Series B Bonds in the event of an audit examination by the IRS. Under current procedures, parties other than the Commission and its appointed counsel, including the beneficial owners, would have little, if any, right to participate in the audit examination process. Moreover, because achieving judicial review in connection with an audit examination of tax-exempt bonds is difficult, obtaining an independent review of IRS positions with which the Commission legitimately disagrees may not be practicable. Any action of the Internal Revenue Service, including but not limited to selection of the 2017 Series B Bonds for audit, or the course or result of such audit, or an audit of bonds presenting similar tax issues, may affect the market price for, or the marketability of, the 2017 Series B Bonds, and may cause the Commission or the beneficial owners to incur significant expense. CERTAIN LEGAL MATTERS The validity of the Bonds and certain other legal matters are subject to the approving opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Commission. A complete copy of the proposed form of Bond Counsel opinion is contained in APPENDIX F hereto. Bond Counsel undertakes no responsibility for the accuracy, completeness or fairness of this Official Statement. Certain legal matters will be passed upon for the Commission by Norton Rose Fulbright US LLP, Los Angeles, California, as Disclosure Counsel, and by Best Best & Krieger LLP, Riverside, California, the General Counsel for the Commission. Certain legal matters will be passed on for the Underwriters by Stradling Yocca Carlson & Rauth, A Professional Corporation, 23801920.4 36 as their counsel. Compensation paid to Bond Counsel and Disclosure Counsel is conditioned upon the successful issuance of the 2017 Series B Bonds. RATINGS S&P Global Ratings, a business unit of Standard & Poor's Financial Services LLC, and Fitch Ratings have assigned the 2017 Series B Bonds the long-term municipal bond credit ratings of "_" and "_," respectively. Each such rating should be evaluated independently of any other rating. Such ratings reflect only the views of such organizations and any desired explanation of the significance of such ratings should be obtained from the rating agency furnishing the same. The ratings described above do not constitute a recommendation to buy, sell or hold the 2017 Series B Bonds. The Commission has furnished to the rating agencies certain information respecting the 2017 Series B Bonds and the Commission. Generally, rating agencies base their ratings on such information and materials and their own investigations, studies and assumptions. The ratings are subject to revision, suspension or withdrawal at any time by the rating agencies, and there is no assurance that the ratings will continue for any period of time or that they will not be lowered or withdrawn. The Commission undertakes no responsibility to oppose any such revision, suspension or withdrawal. Any downward revision, suspension or withdrawal of any rating may have an adverse effect on the market price of the 2017 Series B Bonds or the ability to sell the 2017 Series B Bonds. VERIFICATION OF MATHEMATICAL ACCURACY Upon delivery of the 2017 Series B Bonds, Causey Demgen & Moore P.C. (the "Verification Agent"), will verify the accuracy of (i) mathematical computations concerning the adequacy of the maturing principal amounts of and interest earned on the Defeasance Securities deposited in the respective Escrow Funds, together with amounts held as cash therein, to provide for payment of interest on the Refunded Bonds to and including their respective redemption dates, and payment of the redemption price of the Refunded Bonds on their respective redemption dates and (ii) certain mathematical computations supporting the conclusion that the 2017 Series B Bonds are not "arbitrage bonds" under the Code, which will be used in part by Bond Counsel to be delivered at the closing of the 2017 Series B Bonds in concluding that interest on the 2017 Series B Bonds is excluded from gross income of the holders thereof for federal income tax purposes under present laws, including applicable provisions of the Code, existing court rulings, regulations and Internal Revenue Service rulings. The report of the Verification Agent will include the statement to the effect that the scope of its engagement is limited to verifying the mathematical accuracy of the computations contained in such schedules provided to it, and that it has no obligation to update its report because of events occurring, or date or information coming to its attention, subsequent to the date of its report. UNDERWRITING Goldman Sachs & Co. LLC, as representative of itself, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital LLC, Academy Securities Inc. and Fidelity Capital Markets (Fidelity Capital Markets is a division of National Financial Services LLC), underwriters of the 2017 Series B Bonds (collectively, the "Underwriters"), have agreed, subject to certain conditions, 23801920.4 37 to purchase the 2017 Series B Bonds at a price of $ (representing the aggregate principal amount of the 2017 Series B Bonds, plus a net premium of $ , less an underwriters' discount of $ ). The Bond Purchase Agreement for the 2017 Series B Bonds provides that the Underwriters will purchase all the 2017 Series B Bonds if any are purchased. The 2017 Series B Bonds may be offered and sold by the Underwriters to certain dealers and others at yields lower than the public offering yields indicated on the inside cover hereof, and such public offering yields may be changed, from time to time, by the Underwriters. 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 above referenced issue, has entered into Distribution Agreements with TD Ameritrade Inc., Stoever, Glass & Company Inc., BNY Mellon Capital Markets LLC, Commonwealth Financial Network, R. Seelaus & Co., Lantern Investments, Inc., Ross, Sinclaire & Associates, Inc., W.H. Mell Associates, Inc., Intercoastal Capital Markets, Inc., and Janney Montgomery Scott LLC for the retail distribution of certain municipal securities at the original issue prices. Pursuant to these Distribution Agreements (if applicable to this transaction), Academy Securities may share a portion of its underwriting compensation with these firms. The Underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non -financial activities and services. Under certain circumstances, the Underwriters and their affiliates may have certain creditor and/or other rights against the Commission and its affiliates in connection with such activities. In the various course of their various business activities, the Underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively traded securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the Commission (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the Commission. The Underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments 23801920.4 38 MUNICIPAL ADVISOR The Commission has retained Fieldman, Rolapp & Associates, Inc., Irvine, California, as Municipal Advisor in connection with the issuance of the 2017 Series B Bonds. Unless specifically noted, the Municipal Advisor is not obligated to undertake, and has not undertaken to make, an independent verification or assume responsibility for the accuracy, completeness or fairness of the information contained in this Official Statement. The Municipal Advisor is an independent municipal advisory firm and is not engaged in the business of underwriting, trading or distributing municipal securities or other public securities. Compensation paid to the Municipal Advisor is contingent upon the successful issuance of the 2017 Series B Bonds. CONTINUING DISCLOSURE The Commission has agreed to execute the Continuing Disclosure Agreement and will covenant therein for the benefit of the beneficial owners of the 2017 Series B Bonds to provide certain financial information and operating data relating to the Commission and the Sales Tax by not later than nine months after the end of the Commission's prior fiscal year (the "Annual Reports"), and to provide notices of the occurrence of certain enumerated events (the "Listed Events"). The Annual Reports and notices of Listed Events will be filed with the MSRB. This Official Statement will serve as the first Annual Report. See "APPENDIX D — FORM OF CONTINUING DISCLOSURE AGREEMENT." MISCELLANEOUS The references herein to the Sales Tax 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 Sales Tax Act, as the case may be. Copies of the documents mentioned under this heading are available for inspection at the Commission and following delivery of the 2017 Series B Bonds will be on file at the offices of the Trustee in Los Angeles, California. References are made herein to certain documents and reports which are brief summaries thereof which do not purport to be complete or definitive. Reference is made to such documents and reports for full and complete statements of the content thereof. Any statement in this Official Statement involving matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact. This Official Statement is not to be construed as a contract or agreement between the Commission and the purchasers or owners of any of the 2017 Series B Bonds. The execution and delivery of this Official Statement has been duly authorized by the Commission. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: Executive Director 23801920.4 39 APPENDIX A COMMISSION AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR ENDED JUNE 30, 2017 23801920.4 APPENDIX B COUNTY OF RIVERSIDE DEMOGRAPHIC AND ECONOMIC INFORMATION Set forth below is certain demographic and economic information with respect to the County of Riverside (the "County"). Such information is provided as general information and has been obtained from sources that the Commission believes to be reliable, but the Commission makes no representation as to the accuracy or completeness of the information included. The weakness of the economy at the County, State and national levels may not be reflected in the data presented below, as more recent information has not been made available to the Commission. The County was organized in 1893 from territory in San Bernardino and San Diego Counties and encompasses 7,177 square miles. The County is bordered on the north by San Bernardino County, on the east by the State of Arizona, on the south by San Diego and Imperial Counties and on the west by Orange and San Bernardino Counties. The County is the fourth largest county (by area) in the State and stretches 185 miles from the Arizona border to within 20 miles of the Pacific Ocean. There are 28 incorporated cities in the County. In its 123 years of existence, the County's economy has diversified and prospered. Originally, the County was a very agricultural area, known for a variety of crops grown on its fertile soils. The County remains a strong agricultural area, but it is increasingly becoming a leader in manufacturing, transportation, construction, and tourism. Population According to the State Department of Finance, Demographic Research Unit, the County's population was estimated at 2,384,783 as of January 1, 2017, representing an approximately 1.5% increase over the County's population as estimated for the prior year, and a rate higher than the statewide population increase of 1.0% for the same period. For the ten year period of January 1, 2007 to January 1, 2017, the County's population grew by approximately 19.6%. During this period, the cities of Eastvale, Jurupa Valley, Menifee and Wildomar incorporated, and account for a total population of 12.25% of the County as of January 1, 2017. 23801920.4 B-1 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: C� COUNTY OF RIVERSIDE POPULATION OF CITIES WITHIN THE COUNTY (As of January 1) 2013 2014 2015 2016 2017 Banning 30,332 30,483 30,659 30,834 31,086 Beaumont 40,666 41,864 43,601 45,118 46,179 Blythe 19,894 19,305 19,254 19,813 19,660 Calimesa 7,932 8,040 8,138 8,289 8,637 Canyon Lake 10,543 10,564 10,608 10,681 10,891 Cathedral City 53,163 53,480 53,859 54,261 54,557 Coachella 43,676 44,614 45,001 45,407 45,551 Corona 159,469 162,000 163,317 164,659 167,759 Desert Hot Springs 28,385 28,605 28,794 29,048 29,111 Eastvale 57,458 59,375 60,825 63,162 64,613 Hemet 78,842 79,176 79,548 80,070 81,868 Indian Wells 5,199 5,265 5,336 5,412 5,450 Indio 83,450 84,655 86,683 88,058 88,718 Jurupa Valley 95,731 96,025 96,898 98,177 101,315 Lake Elsinore 56,039 57,368 59,142 61,006 62,092 La Quinta 38,156 38,720 39,311 39,977 40,677 Menifee 83,885 85,455 87,286 89,004 90,660 Moreno Valley 200,889 202,191 203,696 205,383 206,750 Murrieta 110,183 111,226 112,576 113,795 114,914 Norco 27,048 27,037 26,392 26,896 26,882 Palm Desert 48,282 48,494 48,835 49,335 50,740 Palm Springs 45,465 45,818 46,204 46,654 47,379 Perris 70,700 71,743 72,476 73,722 75,739 Rancho Mirage 17,685 17,783 17,920 18,070 18,295 Riverside 316,162 318,511 321,655 324,696 326,792 San Jacinto 46,216 46,649 47,087 47,656 47,925 Temecula 104,145 105,368 107,794 109,064 111,024 Wildomar 33,685 34,271 34,758 35,168 35,782 TOTALS Incorporated 1,913,280 1,934,085 1,957,653 1,983,415 201,102.80 Unincorporated 353,269 357,008 360,271 364,413 373,755 County -Wide 2,266,549 2,291,093 2,317,924 2,347,828 2,384,783 California 38,239,207 38,567,459 38,907,642 39,255,883 39,523,613 Source: State Department of Finance, Demographic Research Unit. 23801920.4 B-2 Industry and Employment The County is apart 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) 2012 2013 2014 2015 2016 Total Farm 15,000 14,500 14,400 14,800 14,700 Construction 62,600 70,000 77,600 85,700 92,500 Financial Activities 40,200 41,300 42,300 43,900 45,300 Government 224,600 225,200 228,800 233,300 240,500 Manufacturing 86,700 87,300 91,300 96,100 98,900 Nondurable Goods 29,800 30,100 31,100 33,000 34,100 Durable Goods 56,900 57,300 60,200 63,100 64,800 Mining & Logging 1,200 1,200 1,300 1,300 900 Retail Trade 162,400 164,800 169,400 174,300 179,000 Professional and Business Services 127,500 132,400 139,300 147,400 145,800 Educational and Health Services 173,600 187,600 194,800 205,100 214,300 Leisure and Hospitality 129,400 135,900 144,800 151,700 159,700 Other Services 40,100 41,100 43,000 44,000 45,100 Transportation, Warehousing and Utilities 73,000 78,400 86,600 97,400 104,400 Wholesale Trade 52,200 56,400 58,900 61,600 62,900 Information 11,700 11,500 11,300 11,400 11,600 TOTAL, All Industries(2) 1,200,200 1,247,800 1,303,700 1,362,900 1,415,400 Source: State Employment Development Department, Labor Market Information Division. (1) Based on a March 2016 Benchmark. (2) The employment figures by industry which are shown above are not directly comparable to "TOTAL, All Industries" due to rounding. 23801920.4 B-3 The following table sets forth certain of the ten major employers located in the County as of 2016: COUNTY OF RIVERSIDE CERTAIN MAJOR EMPLOYERS (2016) Company Name County of Riverside University of California, Riverside March Air Reserve Base Amazon Kaiser Permanente Riverside Medical Center Corona -Norco Unified School District Riverside Unified School District Pechanga Resort & Casino Riverside University Health System Hemet Unified School District Source: Riverside County Economic Development Agency. Product/Service County Government University Military Base E-retailer Hospital School District School District Resort Casino Hospital School District No. of Local Employees 22,538 8,686 8,500 7,500 5,739 5,399 4,236 4,000 3,876 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(2) 2011 2012 2013 2014 2015 2016 13.2% 11.7 9.1 11.6% 10.4 8.2 9.9% 8.9 7.5 8.2% 7.5 6.1 6.7% 6.2 5.3 6.1% 5.5(2) 4.9 Source: State of California Employment Development Department Labor Market Information Division for the County and California; U.S. Bureau of Labor Statistics for the United States. (1) Data is not seasonally adjusted. The unemployment data for the County and the State is calculated using unrounded data. (2) For June of the given year; data is seasonally adjusted. 23801920.4 B-4 Commercial Activity Commercial activity is an important factor in the County's economy. Much of the County's commercial activity is concentrated in central business districts or small neighborhood commercial centers in cities. There are five regional shopping malls in the County: Galleria at Tyler (Riverside), Hemet Valley Mall, Westfield Palm Desert Shopping Center, Moreno Valley Mall, and The Promenade in Temecula. There are also two factory outlet malls (Desert Hills Factory Stores and Lake Elsinore Outlet Center) and over 200 area centers in the County. Taxable Sales Transactions The following table sets forth taxable sale transactions in the County for the years 2011 through 2015, the last year being the most recent full year of which annual data is currently available. In 2015, taxable sales for certain categories were not separately calculated, or were combined as described in the footnotes below. Annual taxable sale transaction information by industry for 2016 is not yet available. COUNTY OF RIVERSIDE TAXABLE SALES TRANSACTIONS (In Thousands) Motor Vehicles and Parts Dealers Furniture and Home Furnishings Electronics and Appliances Stores Bldg. Materials, Garden Supplies Food and Beverage Stores Health and Personal Care Stores Gasoline Stations Clothing and Clothing Accessories Stores Sporting, Hobby, Book and Music Stores General Merchandise Stores Miscellaneous Store Retailers Nonstore Retailers Food Services and Drinking Places Total Retail and Food Services') All Other Outlets Total All Outletso) 2011 2012 2013 2014 2015 $ 3,010,487 $ 3,493,098 $ 3,965,201 4,417,943 436,482 441,649 486,061 520,393 478,406 488,419 510,423 510,061 1,303,073 1,365,513 1,535,178 1,706,183 1,304,731 1,356,148 1,421,590 1,509,403 454,268 490,238 523,724 544,958 3,300,785 3,516,040 3,456,322 3,426,830 1,505,821 1,672,482 1,771,603 1,989,623 454,971 467,536 499,366 519,188 3,051,709 3,174,022 3,298,920 3,289,057 700,338 742,118 758,664 809,032 101,876 142,081 243,334 309,809 2,473,339 2,668,324 2,836,388 3,093,862 18,576,285 20,016,668 21,306,774 22,646,343 $ 4,841,615 1,135,2350) N/A(1) 1,826,294 1,727,518 N/A 2,851 ,558 2,136,728 N/A 3,040,244 2,338,039(2) N/Ao) 3,384,494 23,281,724 7,065,212 8,079,341 8,758,693 9,389,345 9,629,186 $25,641,497 $28,096,009 $30,065,467 $32,035,687 $32,910,909 Source: California State Board of Equalization, Research and Statistics Division. (') For 2015, Furniture and Home Furnishings category is combined with Electronics and Appliance Stores. (2) For 2015, Nonstore Retailers and Miscellaneous Store Retailers categories have been combined into "Other Retail Group." (3) Amounts subject to rounding differences. 23801920.4 B-5 Building and Real Estate Activity The following tables set forth five-year summaries of building permit valuations and new dwelling units authorized in the County (in both incorporated and unincorporated areas) for the years 2012 through 2016. COUNTY OF RIVERSIDE BUILDING PERMIT VALUATIONS (In Thousands) 2012 2013 2014 2015 2016 RESIDENTIAL New Single -Family $ 854,814 $1,134,158 $1,296,553 $1,267,593 $1,526,768 New Multi -Family 99,578 136,501 178,117 110,458 106,292 Alterations and Adjustments 84,517 94,422 147,081 113,615 126,475 Total Residential 1,038,909 1,365,081 1,621,751 1,491,666 1,759,535 NON-RESIDENTIAL New Commercial 346,865 80,510 184,138 182,089 540,447 New Industrial 3,767 140,972 161,321 111,070 59,439 New Other(1) 78,602 184,500 142,204 215,914 374,917 Alterations & Adjustments 154,325 364,616 327,327 299,882 371,216 Total Nonresidential 583,559 770,598 814,990 808,955 1,346,020 TOTAL ALL BUILDING $1,622,468 $2,135,679 $2,436,741 $2,300,621 $3,105,554 Source: Construction Industry Research Board for years 2014, 2015 and 2016; California Homebuilding Foundation for years 2012 and 2013. (1) Includes churches and religious buildings, hospitals and institutional buildings, schools and educational buildings, residential garages, and public works and utilities buildings. COUNTY OF RIVERSIDE NUMBER OF NEW DWELLING UNITS 2012 2013 2014 2015 2016 Single Family 3,467 4,671 5,007 4,833 5,662 Multi -Family 829 1,415 1,931 1,189 1,039 TOTAL 4,296 6.086 6,938 6.022 6,701 Source: Construction Industry Research Board for years 2014, 2015 and 2016; California Homebuilding Foundation/Construction Industry Research Board for years 2012 and 2013. 23801920.4 B-6 The following table sets forth the annual median housing prices for Los Angeles County, Riverside County, San Bernardino County and Southern California for the years 2012 through 2016. COUNTY OF RIVERSIDE COMPARISON OF MEDIAN HOUSING PRICES Year Los Angeles Riverside 2012 2013 2014 2015 2016 $330,000 411,000 455,000 487,500 489,000 $210,000 259,000 293,000 310,000 300,000 Southern San Bernardino California(l) $163,000 205,000 240,000 262,000 239,000 $300,000 370,000 410,000 431,000 443,000 Source: MDA DataQuick Information Systems. (1) Southern California comprises Los Angeles, Orange, San Diego, Riverside, San Bernardino and Ventura Counties. The following table sets forth the home and condominium foreclosures recorded in Los Angeles County, Riverside County, San Bernardino County and Southern California for the years 2011 through 2015. COUNTY OF RIVERSIDE COMPARISON OF HOME FORECLOSURES Year Los Angeles Riverside 2011 2012 2013 2014 2015 25,597 15,271 6,469 4,566 3,970 17,383 10,657 4,191 2,912 2,463 San Bernardino 14,181 9,262 4,088 2,984 2,616 Southern California(l) 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. The 2016 Riverside County Agricultural Production Report is not yet available. 23801920.4 B-7 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. The RCTC 91 Express Lanes that connect with the OCTA 91 Express Lanes at the Orange County/Riverside County line and continue to the State Route 91/Interstate 15 interchange opened in March 2017. When travelling along State Route 91 through Corona, vehicles may use either the tolled express lanes or the general purpose lanes, which are free. Metrolink provides commuter rail service to Los Angeles, San Bernardino and Orange Counties from nine stations in the County. Transcontinental passenger rail service is provided by Amtrak with stops in Riverside and Palm Springs. Freight service to major west coast and national markets is provided by two transcontinental railroads —Union Pacific Railroad and the BNSF Railway Company. Truck service is provided by several common carriers, making available overnight delivery service to major California cities. Transcontinental bus service is provided by Greyhound Lines. Intercounty, intercity and local bus service is provided by the Riverside Transit Agency to western County cities and communities. There are also four municipal transit operators in the western County providing services within the cities of Banning, Beaumont, Corona and Riverside. The SunLine Transit Agency provides local bus service throughout the Coachella Valley, servicing the area from Desert Hot Springs to Oasis and from Palm Springs to Riverside. The Palo Verde Valley Transit Agency provides service in the far eastern portion of the County (City of Blythe and surrounding communities). 23801920.4 B-8 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. 23801920.4 B-9 APPENDIX C SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE 23801920.4 APPENDIX D FORM OF CONTINUING DISCLOSURE AGREEMENT 23801920.4 APPENDIX E BOOK ENTRY SYSTEM The information in this Appendix E concerning The Depository Trust Company, New York, New York ("DTC'), and DTC's Book -Entry System has been obtained from DTC and the Commission and the Trustee take no responsibility for the completeness or accuracy thereof. The Commission and the Trustee cannot and do not give any assurances that DTC (defined below), DTC Participants or Indirect Participants or others will distribute any (a) payments of principal or purchase price or interest with respect to the 2017 Series B Bonds, (b) certificates representing ownership interest in or other confirmation or ownership interest in the 2017 Series B Bonds, or (c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the 2017 Series B Bonds, or that they will do so on a timely basis, or that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in this Appendix E. The current "Rules" applicable to DTC are on file with the Securities and Exchange Commission and the current "Procedures" of DTC to be followed in dealing with DTC Participants are on file with DTC. The Commission and the Trustee are not responsible or liable for the failure of DTC or any DTC Participant to make any payment or give any notice to a beneficial owner with respect to the 2017 Series B Bonds or an error or delay relating thereto. The Depository Trust Company, New York, NY, will act as securities depository for the 2017 Series B Bonds. The 2017 Series B Bonds will be issued as fully -registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully -registered bond certificate will be issued for each maturity of each series of the 2017 Series B Bonds, in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC is a limited -purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book -entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non- U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly -owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation, and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has a S&P Global 23801920.4 E-1 Ratings rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. The information set forth on such website is not incorporated by reference herein. Purchases of 2017 Series B Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the 2017 Series B Bonds on DTC's records. The ownership interest of each actual purchaser of each 2017 Series B Bond (`Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the 2017 Series B Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book -entry system for the 2017 Series B Bonds is discontinued. To facilitate subsequent transfers, all 2017 Series B Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of 2017 Series B Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the 2017 Series B Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such 2017 Series B Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices shall be sent to DTC. If less than all of the 2017 Series B Bonds within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to 2017 Series B Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts 2017 Series B Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). 23801920.4 E-2 Principal, premium, if any, and interest payments on the 2017 Series B Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the Trustee, on a payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC nor its nominee, the Trustee, or the Commission, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, premium, if any, and interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the 2017 Series B Bonds at any time by giving reasonable notice to the Trustee. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered. The Commission may decide to discontinue use of the system of book -entry transfers through DTC (or a successor securities depository). In that event, bond certificates will be printed and delivered. If DTC determines not to continue to act as securities depository by giving notice to the Commission and the Trustee, and discharges its responsibilities with respect thereto under applicable law and there is not a successor securities depository, or the Commission determines that it is in the best interest of the Beneficial Owners of the 2017 Series B Bonds that they be able to obtain certificates, the Trustee will execute, transfer and exchange 2017 Series B Bonds as requested by DTC and will deliver new 2017 Series B Bonds in fully registered form in denominations of $5,000 principal amount or any integral multiple thereof in the names of Beneficial Owners or DTC Participants. In the event the book -entry system is discontinued, the principal amount of and premium, if any, payable with respect to the 2017 Series B Bonds will be payable upon surrender thereof at the principal corporate trust office of the Trustee. The interest on 2017 Series B Bonds will be payable by check mailed to the respective Owners thereof at their addresses as they appear on the books maintained by the Trustee. Any 2017 Series B Bond may, in accordance with its terms, be transferred, upon the register required to be kept pursuant to the provisions of the Indenture, by the person in whose name it is registered, in person or by his or her duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form approved by the Trustee. The 2017 Series B Bonds may be exchanged at the corporate trust office of the Trustee for a like aggregate principal amount of 2017 Series B Bonds of other authorized denominations of the same series, tenor, maturity and interest rate by the person in whose name it is registered, in person or by his or her duly authorized attorney, upon surrender of such 2017 23801920.4 E-3 Series B Bond for cancellation; provided that no transfer or exchange may occur during the period established by the Trustee for selection of 2017 Series B Bonds for redemption, or of any 2017 Series B Bond or portion of a 2017 Series B Bond so selected for redemption. The Trustee shall require the Bondholder requesting such transfer or exchange to pay any tax or other governmental charge required to be paid with respect to such exchange. 23801920.4 E-4 APPENDIX F FORM OF BOND COUNSEL OPINION ATTACHMENT 3 NRF DRAFT 11/29/17 CONTINUING DISCLOSURE AGREEMENT by and between RIVERSIDE COUNTY TRANSPORTATION COMMISSION and DIGITAL ASSURANCE CERTIFICATION, L.L.C., as Dissemination Agent Dated as of December 1, 2017 Relating to RIVERSIDE COUNTY TRANSPORTATION COMMISSION Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) 2017 Series B 23810602.3 CONTINUING DISCLOSURE AGREEMENT THIS CONTINUING DISCLOSURE AGREEMENT (this "Disclosure Agreement"), dated as of December 1, 2017, is by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION, a public entity duly established and existing under the laws of the State of California (the "Commission"), and DIGITAL ASSURANCE CERTIFICATION, L.L.C., as Dissemination Agent (the "Dissemination Agent"). WITNESSETH: WHEREAS, the Commission has issued $ Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) 2017 Series B (the "2017 Series B Bonds") pursuant to an Indenture, dated as of June 1, 2008, between the Commission and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented, including as supplemented by a Eighth Supplemental Indenture, dated as of December 1, 2017, between the Commission and the Trustee (collectively, the "Indenture"); and WHEREAS, this Disclosure Agreement is being executed and delivered by the Commission and the Dissemination Agent for the benefit of the owners and beneficial owners of the 2017 Series B Bonds and in order to assist the underwriters of the 2017 Series B Bonds in complying with the Rule (as defined herein); NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows: Section 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Commission and the Dissemination Agent for the benefit of the Holders and Beneficial Owners of the 2017 Series B Bonds and in order to assist the Participating Underwriters in complying with SEC Rule 15c2-12. Section 2. Definitions. Capitalized undefined terms used herein shall have the meanings ascribed thereto in the Indenture. In addition, the following capitalized terms shall have the following meanings: "Annual Report" means any Annual Report provided by the Commission pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. "Disclosure Representative" means the Chief Financial Officer of the Commission, or such other officer or employee of the Commission as the Executive Director of the Commission or the Chief Financial Officer of the Commission shall designate in writing to the Dissemination Agent and the Trustee from time to time. "Dissemination Agent" means an entity selected and retained by the Commission, or any successor thereto selected by the Commission. The initial Dissemination Agent shall be Digital Assurance Certification, L.L.C. 23810602.3 1 "EMMA" shall mean the Municipal Securities Rulemaking Board's Electronic Municipal Market Access System for Municipal Securities disclosures, maintained on the intern& at http ://emma.msrb.org. "Fiscal Year" shall mean the period beginning on July 1 of each year and ending on the next succeeding June 30, or any twelve-month or fifty-two week period hereafter selected by the Commission, with notice of such selection or change in fiscal year to be provided as set forth herein. "Listed Events" means any of the events listed in Section 5 hereof. "MSRB" means the Municipal Securities Rulemaking Board established pursuant to Section 15B(b)(1) of the Securities Exchange Act of 1934 or any other entity designated or authorized by the SEC to receive reports pursuant to the Rule. Until otherwise designated by the MSRB or the SEC, filings with the MSRB are to be made through the EMMA website of the MSRB, currently located at http://emma.msrb.org. "Official Statement" means the Official Statement, dated December , 2017, relating to the 2017 Series B Bonds. "Participating Underwriters" means the underwriters of the 2017 Series B Bonds required to comply with the Rule in connection with the offering of the 2017 Series B Bonds. "Repository" means, until otherwise designated by the SEC, EMMA. "Rule" means Rule 15c2-12 adopted by the SEC under the Securities Exchange Act of 1934, as the same may be amended from time to time. "SEC" means the Securities and Exchange Commission. Section 3. Provision of Annual Reports. (a) So long as any 2017 Series B Bonds remain outstanding pursuant to the Indenture, the Commission shall, or shall cause the Dissemination Agent to, not later than nine (9) months after the end of each Fiscal Year, commencing with the report for the 2016- 17 Fiscal Year, provide to the MSRB, through EMMA, an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. The Annual Report must be submitted in electronic format, accompanied by such identifying information as provided by the MSRB. The Official Statement shall serve as the first Annual Report. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Agreement; provided, that the audited financial statements of the Commission may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the Fiscal Year changes for the Commission, the Commission shall give notice of such change in the manner provided under Section 5(e) hereof. 23810602.3 2 (b) Not later than two (2) Business Days prior to the date specified in subsection (a) for providing the Annual Report to each Repository, the Commission shall provide the Annual Report to the Dissemination Agent. If by such date, the Dissemination Agent has not received a copy of the Annual Report from the Commission, the Dissemination Agent shall contact the Commission to determine if the Commission is in compliance with the first sentence of subsection (a). (c) If the Dissemination Agent is unable to verify that an Annual Report of the Commission has been provided to each Repository by the date required in subsection (a), the Dissemination Agent shall send a notice to each Repository in substantially the form attached hereto as Exhibit A. (d) The Dissemination Agent shall: 0) determine the electronic filing address of, and then -current procedures for submitting Annual Reports to, the MSRB each year prior to the date for providing the Annual Report; and (ii) to the extent known to the Dissemination Agent file a report with the Commission and (if the Dissemination Agent is not the Trustee) the Trustee certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, and stating the date it was provided. Section 4. Content of Annual Reports. The Commission's Annual Report shall contain or include by reference the following: (a) The audited financial statements of the Commission for the prior Fiscal Year, prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the Commission's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. (b) The debt service schedule for the 2017 Series B Bonds, if there have been any unscheduled redemptions, retirements or defeasances, and the debt service on any additional parity bonds issued, in each case during the prior Fiscal Year. (c) The actual Sales Tax Revenues for the prior Fiscal Year consistent with the information concerning Sales Tax Revenues set forth in the Official Statement under the caption "THE SALES TAX," including but not limited to an update of the table entitled "Historical Sales Tax Revenues" set forth in the Official Statement under the caption "THE SALES TAX — Historical Sales Tax Revenues." Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Commission or public entities related 23810602.3 3 thereto, which have been submitted to each Repository or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the MSRB. The Commission shall clearly identify each such other document so included by reference. The contents, presentation and format of the Annual Reports may be modified from time to time as determined in the judgment of the Commission to conform to changes in accounting or disclosure principles or practices and legal requirements followed by or applicable to the Commission or to reflect changes in the business, structure, operations, legal form of the Commission or any mergers, consolidations, acquisitions or dispositions made by or affecting the Commission; provided that any such modifications shall comply with the requirements of the Rule. Section 5. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the Commission shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the 2017 Series B Bonds, in a timely manner not more than ten (10) Business Days after the event: (1) principal and interest payment delinquencies; (2) defeasances; (3) tender offers; (4) rating changes; (5) adverse tax opinions or the issuance by the Internal Revenue Service of proposed or final determinations of taxability or Notices of Proposed Issue (IRS Form 5701-TEB); (6) unscheduled draws on the debt service reserves reflecting financial difficulties; (7) (8) unscheduled draws on credit enhancements reflecting financial difficulties; substitution of credit or liquidity providers or their failure to perform; or (9) bankruptcy, insolvency, receivership or similar proceedings. For these purposes, any event described in the immediately preceding paragraph (9) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the Commission in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Commission, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or 23810602.3 4 governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Commission. (b) Pursuant to the provisions of this Section 5, the Commission shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the 2017 Series B Bonds, if material: (1) the consummation of a merger, consolidation or acquisition involving the Commission or the sale of all or substantially all of the assets of the Commission, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions; (2) appointment of a successor or additional Trustee or the change of the name of a Trustee; (3) non-payment related defaults; (4) modifications to the rights of Holders; (5) bond calls; (6) release, substitution or sale of property securing repayment of the 2017 Series B Bonds; or (7) in addition to the adverse tax opinions or determinations of taxability described in Section 5(a)(5) above, any other notices or determinations with respect to the tax status of the 2017 Series B Bonds, or other events affecting the tax status of the 2017 Series B Bonds. (c) Whenever the Commission obtains knowledge of the occurrence of a Listed Event, described in subsection (b) of this Section 5, the Commission shall as soon as possible determine if such event would be material under applicable federal securities law. (d) If the Commission determines that knowledge of the occurrence of a Listed Event described in subsection (b) of this Section 5 would be material under applicable federal securities law, the Commission shall promptly notify the Dissemination Agent in writing and instruct the Dissemination Agent to report the occurrence to the MSRB in a timely manner not more than ten (10) Business Days after the event. (e) If the Dissemination Agent has been instructed by the Commission to report the occurrence of a Listed Event, the Dissemination Agent shall file a notice of such occurrence with the MSRB. Section 6. Filings with the MSRB. All information, operating data, financial statements, notices and other documents provided to the MSRB in accordance with this Disclosure 23810602.3 5 Agreement shall be provided in an electronic format prescribed by the MSRB and shall be accompanied by identifying information as prescribed by the MSRB. Section 7. Termination of Reporting Obligation. The Commission's obligations under this Disclosure Agreement shall terminate upon the legal defeasance or payment in full of all of the 2017 Series B Bonds. If such termination occurs prior to the final maturity of the 2017 Series B Bonds, the Commission shall give notice of such termination in the same manner as for a Listed Event under Section 5. Section 8. Dissemination Agent. The Commission may, from time to time, appoint or engage another Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. If at any time there is not any other designated Dissemination Agent, the Trustee shall be the Dissemination Agent; provided, it shall receive written notice of such designation at the time of such designation. Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Commission may amend this Disclosure Agreement, provided no amendment increasing or affecting the obligations or duties of the Dissemination Agent shall be made without the consent of such party, and any provision of this Disclosure Agreement may be waived if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws acceptable to the Commission to the effect that such amendment or waiver would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule. Section 10. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Commission from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. Section 11. Default. In the event of a failure of the Commission or the Dissemination Agent to comply with any provision of this Disclosure Agreement, the Trustee shall, at the written request of any Participating Underwriter or of the Holders of at least twenty-five percent (25%) of the aggregate principal amount of the 2017 Series B Bonds then Outstanding (but only to the extent funds in an amount satisfactory to the Trustee have been provided to it or it has been otherwise indemnified to its satisfaction from any cost, liability, expense or additional charges and fees of the Trustee whatsoever, including, without limitation, reasonable fees and expenses of its attorneys), or any Holder or beneficial owner of the 2017 Series B Bonds may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Commission or the Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Agreement in the event of any failure of the Commission or the Dissemination Agent to comply with this Disclosure Agreement shall be an action to compel performance. 23810602.3 6 Section 12. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall not be responsible for the form or content of any notice of Listed Event. The Dissemination Agent shall receive reasonable compensation for its services provided under this Disclosure Agreement. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and the Commission agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the Commission under this Section shall survive resignation or removal of the Dissemination Agent and payment of the 2017 Series B Bonds. Section 13. Notices. Any notices or communications to or among any of the parties to the Disclosure Agreement or the Trustee may be given as follows: To the Commission: To the Dissemination Agent: To the Trustee: Riverside County Transportation Mail: Commission 4080 Lemon Street, 3rd Floor P.O. Box 12008 Riverside, California 92501 Riverside, California 92502 Tel: (951) 787-7926 Fax: (951) 787-7920 Digital Assurance Certification, L.L.C. 315 E. Robinson Street, Suite 300 Orlando, Florida 32801 Tel: (407) 515-1100 Fax: (407) 515-6513 U.S. Bank National Association 633 West Fifth Street, 24th Floor Los Angeles, California 90071 Attention: Corporate Trust Division Tel: (213) 615-6023 Fax: (213) 615-6197 Any person may, by written notice to the other persons listed above, designate a different address or telephone number(s) to which subsequent notices or communications should be sent. Any notice or communication may also be sent by electronic mail, receipt of which shall be confirmed. Section 14. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Commission, the Dissemination Agent, the Participating Underwriters and holders and beneficial owners from time to time of the 2017 Series B Bonds, and shall create no rights in any other person or entity. 23810602.3 7 Section 15. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Disclosure Agreement as of the date first above written. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: Theresia Trevino Chief Financial Officer DIGITAL ASSURANCE CERTIFICATION, L.L.C., as Dissemination Agent By: Authorized Representative 23810602.3 8 NOTICE TO Name of Issuer: Name of Issue: Date of Issuance: EXHIBIT A REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT Riverside County Transportation Commission (the "Commission") $ Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) 2017 Series B December , 2017 NOTICE IS HEREBY GIVEN that the Commission has not provided an Annual Report with respect to the above -named Bonds as required by this Continuing Disclosure Agreement dated as of December 1, 2017, between the Commission and the Dissemination Agent. The Commission anticipates that the Annual Report will be filed by Dated: , 20 DIGITAL ASSURANCE CERTIFICATION, L.L.C., as Dissemination Agent, on behalf of the Commission cc: Riverside County Transportation Commission 23810602.3 A-1 ATTACHMENT 4 OH&S Draft 11 /22/17 EIGHTH SUPPLEMENTAL INDENTURE between RIVERSIDE COUNTY TRANSPORTATION COMMISSION and U.S. BANK NATIONAL ASSOCIATION, as Trustee Dated as of December 1, 2017 Relating to RIVERSIDE COUNTY TRANSPORTATION COMMISSION SALES TAX REVENUE REFUNDING BONDS (LIMITED TAX BONDS) 2017 SERIES B (Supplementing the Indenture Dated as of June 1, 2008) OHSUSA:767641170.3 ARTICLE LIV DEFINITIONS Section 54.01. Definitions 2 Section 54.02. Rules of Construction 3 ARTICLE LV FINDINGS, DETERMINATIONS AND DIRECTIONS Section 55.01. Findings and Determinations 4 Section 55.02. Recital in Bonds 4 Section 55.03. Effect of Findings and Recital 4 ARTICLE LVI AUTHORIZATION OF 2017 SERIES B BONDS Section 56.01. Principal Amount, Designation and Series 4 Section 56.02. Purpose and Application of Proceeds 4 Section 56.03. Form, Denomination, Numbers and Letters 5 Section 56.04. Date, Maturities and Interest Rates 5 ARTICLE LVII REDEMPTION AND PURCHASE OF 2017 SERIES B BONDS Section 57.01. Optional Redemption of 2017 Series B Bonds 6 Section 57.02. Mandatory Redemption of 2017 Series B Bonds From Mandatory Sinking Account Payments 7 Section 57.03. Selection of 2017 Series B Bonds for Redemption 7 Section 57.04. Notice of Redemption; Purchase In Lieu of Redemption 7 ARTICLE LVIII ESTABLISHMENT OF FUNDS AND ACCOUNTS AND APPLICATION THEREOF Section 58.01. Funds and Accounts 8 Section 58.02. 2017 Series B Costs of Issuance Fund 8 Section 58.03. Escrow Funds 8 ARTICLE LIX MISCELLANEOUS Section 59.01. Severability 9 Section 59.02. Parties Interested Herein 9 Section 59.03. Headings Not Binding 9 Section 59.04. Notice Addresses 9 Section 59.05. Notices to Rating Agencies 9 Section 59.06. Brokerage Confirmations 9 Section 59.07. Indenture to Remain in Effect 10 Section 59.08. Effective Date of Eighth Supplemental Indenture 10 Section 59.09. Execution in Counterparts 10 EXHIBIT A FORM OF 2017 SERIES B BOND A-1 EXHIBIT B NOTICE ADDRESSES B-1 i OHSUSA:767641170.3 EIGHTH SUPPLEMENTAL INDENTURE THIS EIGHTH SUPPLEMENTAL INDENTURE, dated as of December 1, 2017 (this "Eighth Supplemental Indenture"), between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION, a public entity duly established and existing under the laws of the State of California (the "Commission") and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under and by virtue of the laws of the United States of America, as trustee (the "Trustee"): WITNESSETH: WHEREAS, this Eighth Supplemental Indenture is supplemental to the Indenture, dated as of June 1, 2008 (as supplemented and amended from time to time pursuant to its terms, the "Indenture"), between the Commission and the Trustee; WHEREAS, the Indenture provides that the Commission may issue Bonds from time to time as authorized by a Supplemental Indenture, which Bonds are to be payable from Revenues and from such other sources as may be specified with respect to a particular Series of Bonds in the Supplemental Indenture authorizing such Series; WHEREAS, the Commission has heretofore issued its Sales Tax Revenue Bonds (Limited Tax Bonds), 2009 Series B, 2009 Series C, 2010 Series A, 2010 Series B, 2013 Series A, and 2017 Series A and its Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2016 Series A, and such bonds are outstanding in the aggregate principal amount of $915,000,000, secured by the pledge of Revenues and other monies as set forth in the Indenture; WHEREAS, the Commission desires to provide at this time for the issuance of an additional Series of Bonds to be designated "Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2017 Series B" (the "2017 Series B Bonds") for the purpose of providing funds to (i) advance refund all of the outstanding 2010 Series A Bonds (the "2010 Series A Refunded Bonds"), (ii) advance refund a portion of the outstanding 2013 Series A Bonds (the "2013 Series A Refunded Bonds" and together with the 2010 Series A Refunded Bonds, the "2017 Refunded Bonds"), and (iii) pay the costs of issuance of the 2017 Series B Bonds, all as provided in this Eighth Supplemental Indenture; WHEREAS, the Commission will provide the Trustee with irrevocable directions to call (i) the 2010 Series A Refunded Bonds for redemption on June 1, 2020 and (ii) the 2013 Series A Refunded Bonds on June 1, 2023, to effect the refunding of such bonds as applicable; and NOW, THEREFORE, the parties hereto hereby agree as follows: OHSUSA:767641170.3 ARTICLE LIV DEFINITIONS Section 54.01. Definitions. (a) Definitions. Unless the context otherwise requires, or as otherwise provided in subsection (b) and (c) of this Section, all terms which are defined in Section 1.02, Section 19.01, Section 26.01, Section 32.01, Section 36.01, Section 42.01 and Section 48.01 of the Indenture shall have the same meanings in this Eighth Supplemental Indenture. (b) Additional Definitions. Unless the context otherwise requires, the following terms shall, for all purposes of this Eighth Supplemental Indenture, have the following meanings: "Authorized Denominations" means, with respect to 2017 Series B Bonds, $5,000 and any integral multiple thereof. "Eighth Supplemental Indenture" means this Eighth Supplemental Indenture, between the Commission and the Trustee, as amended and supplemented from time to time. "Escrow Agent" means U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as bond trustee and as escrow agent, and its successors and assigns pursuant to the terms of the 2010A Escrow Agreement and 2013A Escrow Agreement, respectively. "Interest Payment Date" means, with respect to 2017 Series B Bonds, June 1 and December 1 of each year until the redemption or maturity of such 2017 Series B Bonds, commencing with June 1, 2018. "Issue Date" means, with respect to the 2017 Series B Bonds, the date on which the 2017 Series B Bonds are first delivered to the purchasers thereof. "Record Date" means, with respect to the 2017 Series B Bonds, the fifteenth (15th) day (whether or not a Business Day) of the month preceding the month in which such Interest Payment Date occurs. "Redemption Price" means, with respect to any 2017 Series B Bond or a portion thereof, 100% of the principal amount thereof to be redeemed, plus the applicable premium, if any, payable upon redemption thereof pursuant to such Bond or this Eighth Supplemental Indenture. "Refunding Bond Law" means Article 10 and Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (Section 53570 et seq.). "Tax -Exempt" means, with respect to interest on any obligations of a state or local government, that such interest is excluded from the gross income of the holders thereof (other than any holder who is a "substantial user" of facilities financed with such obligations or a "related person" within the meaning of Section 147(a) of the Code) for federal income tax purposes, whether or not such interest is includable as an item of tax preference or otherwise includable 2 OHSUSA:767641170.3 directly or indirectly for purposes of calculating other tax liabilities, including any alternative minimum tax or environmental tax under the Code. "Tax -Exempt Securities" means bonds, notes or other securities the interest on which is Tax -Exempt. "2010A Escrow Agreement" means an Escrow Agreement, dated as of December 1, 2017, between the Commission and the Trustee, as Escrow Agent, relating to the 2010 Series A Refunded Bonds. "2010A Escrow Fund" means the Escrow Fund, which shall be an irrevocable fund, established under the 2010A Escrow Agreement. "2010 Series A Refunded Bonds" shall have the meaning ascribed to such term in the recitals to this Eighth Supplemental Indenture. "2013A Escrow Agreement" means an Escrow Agreement, dated as of December 1, 2017, between the Commission and the Trustee, as Escrow Agent, relating to the 2013 Series A Refunded Bonds. "2013A Escrow Fund" means the Escrow Fund, which shall be an irrevocable fund, established under the 2013A Escrow Agreement. "2013 Series A Refunded Bonds" shall have the meaning ascribed to such term in the recitals to this Eighth Supplemental Indenture. "2017 Refunded Bonds" shall have the meaning ascribed to such term in the recitals to this Eighth Supplemental Indenture. "2017 Series B Bonds" shall mean the Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2017 Series B, authorized by Article LVI of this Indenture. "2017 Series B Bonds Tax Certificate" means the Tax Certificate executed on behalf of the Commission in connection with the issuance of the 2017 Series B Bonds. "2017 Series B Costs of Issuance Fund" means the fund by that name established pursuant to Section 58.02. Section 54.02. Rules of Construction. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, words importing the singular number shall include the plural number and vice versa, and words importing persons shall include corporations and associations, including public bodies, as well as natural persons. Defined terms shall include any variant of the terms set forth in this Article XLII. The terms "hereby," "hereof," "hereto," "herein," "hereunder," and any similar terms, as used in this Eighth Supplemental Indenture, refer to the Indenture. 3 OHSUSA:767641170.3 ARTICLE LV FINDINGS, DETERMINATIONS AND DIRECTIONS Section 55.01. Findings and Determinations. The Commission hereby finds and determines that the 2017 Series B Bonds shall be issued pursuant to Article LVI and Section 3.01, Section 3.02 and Section 3.03 of the Indenture, and upon the issuance of the 2017 Series B Bonds, any and all acts, conditions and things required to exist, to happen and to be performed, precedent to and in the issuance thereof, will exist, will have happened and will have been performed, in due time, form and manner, as required by the Constitution and statutes of the State. Section 55.02. Recital in Bonds. There shall be included in each of the definitive 2017 Series B Bonds, and also in each of the temporary 2017 Series B Bonds, if any are issued, a certification and recital that any and all acts, conditions and things required to exist, to happen and to be performed, precedent to and in the incurring of the indebtedness evidenced by that 2017 Series B Bond, and in the issuing of that 2017 Series B 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 Series B 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 and the Act, and that such certification and recital shall be in such form as is set forth in the form of the 2017 Series B Bonds attached hereto as Exhibit A. Section 55.03. Effect of Findings and Recital. From and after the issuance of the 2017 Series B Bonds, the findings and determinations herein shall be conclusive evidence of the existence of the facts so found and determined in any action or proceeding in any court in which the validity of the 2017 Series B Bonds is at issue. ARTICLE LVI AUTHORIZATION OF 2017 SERIES B BONDS Section 56.01. Principal Amount, Designation and Series. Pursuant to the provisions of this Indenture and the provisions of the Act and the Refunding Bond Law, a Series of Bonds entitled to the benefit, protection and security of such provisions is hereby authorized in the aggregate principal amount of $[Principal Amount]. Such Bonds shall be designated as, and shall be distinguished from the Bonds of all other Series by the title, "Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2017 Series B." At any time after the execution and delivery of this Supplemental Indenture, the Commission may execute and, upon the order of the Commission, the Trustee shall authenticate and deliver each 2017 Series B Bond in the aggregate principal amount set forth above. Section 56.02. Purpose and Application of Proceeds. The 2017 Series B Bonds are issued for the purpose of providing funds to (i) advance refund the 2017 Refunded Bonds, and (ii) pay the costs of issuance for the 2017 Series B Bonds. The net proceeds from the sale of the 2017 Series B Bonds in the amount of $[ ], comprised of $[Principal Amount] aggregate principal amount, [plus/less] net original issue [premium/discount] of $[ ], less a purchaser's discount of 4 OHSUSA:767641170.3 $[ ], shall be received by the Trustee, and the Trustee shall deposit or transfer such funds as follows: (a) $[ ] of such proceeds shall be transferred to the Escrow Agent for deposit into the 2010A Escrow Fund pursuant to the 2010A Escrow Agreement; (b) $[ ] of such proceeds shall be transferred to the Escrow Agent for deposit into the 2013A Escrow Fund pursuant to the 2013A Escrow Agreement; and (c) $ [ of Issuance Fund. ] of such proceeds shall be deposited in the 2017 Series B Costs Section 56.03. Form, Denomination, Numbers and Letters. Each Series of 2017 Series B Bonds shall be issued as fully registered bonds without coupons in book -entry form and in Authorized Denominations and shall be numbered from one upward in consecutive numerical order preceded by the letter "R" prefixed to the number. Each Series of 2017 Series B Bonds and the certificate of authentication shall be substantially in the form attached hereto as Exhibit A. Section 56.04. Date, Maturities and Interest Rates. The 2017 Series B Bonds shall be issued as Current Interest Bonds in the aggregate principal amount of $[Principal Amount]. The 2017 Series B Bonds shall be dated their Issue Date, shall bear interest from that date at the following rates per annum, computed on the basis of a 360-day year comprised of twelve 30-day months, and shall mature on June 1 in the following years and in the following amounts: Maturity Date (June 1) 20 Principal Amount $ Interest Rate % Interest on each 2017 Series B Bond shall be payable on each Interest Payment Date for such 2017 Series B Bond until the principal sum of such 2017 Series B Bond has been paid; provided, however, that if at the maturity date of any 2017 Series B Bond (or if the same is redeemable and shall be duly called for redemption, then at the date fixed for redemption) funds are available for the payment or redemption thereof, in full accordance with terms of the Indenture, such 2017 Series B Bond shall then cease to bear interest. 5 OHSUSA:767641170.3 Interest on each 2017 Series B Bond shall be payable to the registered Holder thereof at such registered Holder's address as it appears on the Bond Register from the latest of: (i) such 2017 Series B Bond's Issue Date; (ii) the most recent Interest Payment Date to which interest has been paid thereon or duly provided for, or (iii) if the date of authentication of such Bond is after a Record Date but prior to the immediately succeeding Interest Payment Date, the Interest Payment Date immediately succeeding such date of authentication. As long as the 2017 Series B Bonds are Book -Entry Bonds, principal of and interest on the 2017 Series B Bonds shall be payable by wire transfer to DTC in lawful money of the United States of America. Principal of the 2017 Series B Bonds shall be payable when due upon presentation and surrender thereof at the Principal Office of the Trustee. Each 2017 Series B Bond shall be payable as provided in Section 2.10, including Section 2.10(E), or, in the event the use of the Securities Depository is discontinued, the principal of each 2017 Series B Bond shall be payable in lawful money of the United States of America upon surrender thereof at the Principal Office of the Trustee, and the interest on each 2017 Series B Bond shall be payable in lawful money of the United States of America by the Trustee to the Holder thereof as of the close of business on the Record Date, such interest to be paid by the Trustee to such Holder in immediately available funds (by wire transfer or by deposit to the account of the Holder if such account is maintained with the Trustee), according to the instructions given by such Holder to the Trustee or, in the event no such instructions have been given, by check mailed by first class mail to the Holder at such Holder's address as it appears as of the Record Date on the bond registration books kept by the Trustee. ARTICLE LVII REDEMPTION AND PURCHASE OF 2017 SERIES B BONDS Section 57.01. Optional Redemption of 2017 Series B Bonds. (a) Optional Redemption of 2017 Series B Bonds. The 2017 Series B Bonds maturing on or before June 1, 20_ shall not be subject to redemption prior to their respective stated maturities. The 2017 Series B Bonds maturing on or after June 1, 2028 shall be subject to redemption prior to their respective stated maturities, at the option of the Commission, from any source of available funds, as a whole or in part, on any date on or after December 1, 2027 at the principal amount of the 2017 Series B Bonds called for redemption plus accrued interest to the date fixed for redemption, without premium. (b) Sufficient Funds Required for Optional Redemption. Any optional redemption of 2017 Series B Bonds and notice thereof may be conditional and shall be rescinded and cancelled pursuant to the provisions of Section 4.02 if for any reason on the date fixed for redemption moneys are not available in the Redemption Fund or otherwise held in trust for such purpose in an amount sufficient to pay in full on said date the principal of, interest, and any premium due on the 2017 Series B Bonds called for redemption. 6 OHSUSA:767641170.3 Section 57.02. Mandatory Redemption of 2017 Series B Bonds From Mandatory Sinking Account Payments. (a) Mandatory Redemption of 2017 Series B Bonds. The 2017 Series B Bonds maturing on June 1, 20_ shall also be subject to mandatory redemption prior to their respective stated maturities, in part, by lot, from Mandatory Sinking Account Payments on each June 1 a Mandatory Sinking Account Payment is due as specified in this Section 57.02(a), in the principal amount equal to the Mandatory Sinking Account Payment due on such date and at a redemption price equal to 100% of the principal amount thereof, plus accrued but unpaid interest to the redemption date, without premium. The Mandatory Sinking Account Payments for the 2017 Series B Term Bonds maturing on June 1, 20 shall be due in the amounts and on the dates as follows: Mandatory Sinking Account Mandatory Payments Dates Sinking Account (June 1) Payments 20 $ 20 *Final Maturity (b) In the event of an optional redemption of any of the 2017 Series B Bonds pursuant to Section 57.01, the Commission shall designate in writing to the Trustee the Mandatory Sinking Account Payments, in an aggregate amount equal to the principal amount of such 2017 Series B Bonds of the applicable maturity so optionally redeemed, that are to be reduced as allocated to such redemption, and such Mandatory Sinking Account payments related to such maturity of 2017 Series B Bonds shall be reduced accordingly. Section 57.03. Selection of 2017 Series B Bonds for Redemption. The Commission shall designate which maturities of any 2017 Series B Bonds are to be called for optional redemption pursuant to Section 57.01(a). If less than all 2017 Series B Bonds maturing by their terms on any one date are to be redeemed at any one time, the Trustee shall select the 2017 Series B Bonds of such maturity date to be redeemed in any manner that it deems appropriate and fair and shall promptly notify the Commission in writing of the numbers of the 2017 Series B Bonds so selected for redemption. For purposes of such selection, 2017 Series B Bonds shall be deemed to be composed of multiples of minimum Authorized Denominations and any such multiple may be separately redeemed. Section 57.04. Notice of Redemption; Purchase In Lieu of Redemption. (a) Any notice of optional redemption of the 2017 Series B Bonds shall be delivered in accordance with Section 4.02, and may be conditional, rescinded or cancelled as provided in Section 4.02 and this Section 57.04(a). The Commission shall provide the Trustee with a Request for optional redemption at least 30 days (or such lesser time as is acceptable to the Trustee) prior to the optional redemption date specified in such Request. All notices of 7 OHSUSA:767641170.3 redemption shall be given by the Trustee to the Holders not less than 20 days prior to the redemption date. (b) The Commission reserves the right at all times to purchase any of its 2017 Series B Bonds on the open market. In lieu of mandatory redemption, the Commission may surrender to the Trustee for cancellation 2017 Series B Bonds purchased on the open market, and such 2017 Series B Bonds shall be cancelled by the Trustee. If any 2017 Series B Bonds are so cancelled, the Commission may designate the Mandatory Sinking Account Payments or portions thereof within such Series of the 2017 Series B Bonds so purchased that are to be reduced as a result of such cancellation. ARTICLE LVIII ESTABLISHMENT OF FUNDS AND ACCOUNTS AND APPLICATION THEREOF Section 58.01. Funds and Accounts. To ensure the proper application of such portion of proceeds from the sale of the 2017 Series B Bonds to be applied to pay the Costs of Issuance of the 2017 Series B Bonds, there is hereby established the 2017 Series B Costs of Issuance Fund, such fund to be held by the Trustee. Section 58.02. 2017 Series B Costs of Issuance Fund. The monies set aside and placed in the 2017 Series B Costs of Issuance Fund shall be expended for the purpose of paying the Costs of Issuance of the 2017 Series B Bonds. Before any payment from the 2017 Series B Costs of Issuance Fund shall be made by the Trustee, the Commission shall file or cause to be filed with the Trustee a requisition of the Commission (each a "Requisition"), such Requisition to be signed by an Authorized Representative and to include: (i) the item number of such payment; (ii) the name and address or wire instructions for payment of the person to whom each such payment is due, which may be the Commission in the case of reimbursement for costs theretofore paid by the Commission; (iii) the respective amounts to be paid; (iv) the purpose by general classification for which each obligation to be paid was incurred; and (v) that obligations in the stated amounts have been incurred by the Commission and are presently due and payable and that each item thereof is a proper charge against the 2017 Series B Costs of Issuance Fund and has not been previously paid from said fund. The address or payment instructions of the person to be paid may be by attachment of invoices in the specified amount contained in the Requisition. On April 1, 2018, any remaining amounts in the 2017 Series B Costs of Issuance Fund shall be transferred to the Revenue Fund and the 2017 Series B Costs of Issuance Fund shall be closed. Section 58.03. Escrow Funds. To ensure the proper application of such portion of proceeds from the sale of the 2017 Series B Bonds to be applied to pay the 2017 Refunded Bonds, there shall be established the 2010A Escrow Fund pursuant to the 2010A Escrow Agreement and the 2013A Escrow Fund pursuant to the 2013A Escrow Agreement. Such portion of proceeds of the 2017 Series B Bonds and other revenues shall be irrevocably deposited to the 2010A Escrow Fund and 2013A Escrow Fund as set forth in Section 56.02. The 2010A Escrow Agreement and the 2013A Escrow Agreement shall, among other things, direct the application of funds held in the 2010A Escrow Fund and 2013A Escrow Fund, respectively, at the times and in the required amounts for transfer to DTC as set forth in the 2010A Escrow Agreement for the payment of the 2010 Series A Refunded Bonds on June 1, 2020 and as set forth in the 2013A Escrow Agreement for the payment of the 2013 Series A Refunded Bonds on June 1, 2023. 8 OHSUSA:767641170.3 ARTICLE LIX MISCELLANEOUS Section 59.01. Severability. If any covenant, agreement or provision, or any portion thereof, contained in this Eighth Supplemental Indenture, or the application thereof to any person or circumstance, is held to be unconstitutional, invalid or unenforceable, the remainder of this Eighth Supplemental Indenture, and the application of any such covenant, agreement or provision, or portion thereof, to other Persons or circumstances, shall be deemed severable and shall not be affected thereby, and this Eighth Supplemental Indenture and the 2017 Series B Bonds issued pursuant hereto shall remain valid, and the Holders of the 2017 Series B Bonds shall retain all valid rights and benefits accorded to them under this Indenture, the Act, and the Constitution and statutes of the State. Section 59.02. Parties Interested Herein. Nothing in this Eighth Supplemental Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the Commission, the Trustee and the Holders of the 2017 Series B Bonds, any right, remedy or claim under or by reason of this Eighth Supplemental Indenture or any covenant, condition or stipulation hereof; and all the covenants, stipulations, promises and agreements in this Eighth Supplemental Indenture contained by and on behalf of the Commission shall be for the sole and exclusive benefit of the Commission, the Trustee and the Holders of the 2017 Series B Bonds. Section 59.03. Headings Not Binding. The headings in this Eighth Supplemental Indenture are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Eighth Supplemental Indenture. Section 59.04. Notice Addresses. Except as otherwise provided herein, it shall be sufficient service or giving of notice, request, complaint, demand or other paper if the same shall be duly mailed by registered or certified mail, postage prepaid, addressed to the Notice Address for the appropriate party or parties as provided in Exhibit B hereto. Any such entity by notice given hereunder may designate any different addresses to which subsequent notices, certificates or other communications shall be sent, but no notice directed to any one such entity shall be thereby required to be sent to more than two addresses. Any such communication may also be sent by Electronic Means, receipt of which shall be confirmed. Section 59.05. Notices to Rating Agencies. The Trustee shall provide notice to the Rating Agencies of the following events with respect to the 2017 Series B Bonds: (1) Change in Trustee; (2) Amendments to the Indenture; and (3) Redemption or defeasance of any 2017 Series B Bonds. Section 59.06. Brokerage Confirmations. The Commission acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Commission the right to receive brokerage confirmations of security transactions as they occur, the Commission specifically waives receipt of such confirmations to the extent permitted by law. 9 OHSUSA:767641170.3 The Trustee will furnish the Commission periodic account transaction statements which shall include detail for all investment transactions made by the Trustee hereunder. Section 59.07. Indenture to Remain in Effect. Save and except as amended and supplemented by this Eighth Supplemental Indenture, the Indenture shall remain in full force and effect. Section 59.08. Effective Date of Eighth Supplemental Indenture. This Eighth Supplemental Indenture shall take effect upon its execution and delivery. Section 59.09. Execution in Counterparts. This Eighth Supplemental Indenture may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. 10 OHSUSA:767641170.3 IN WITNESS WHEREOF, the parties hereto have executed this Eighth Supplemental Indenture by their officers thereunto duly authorized as of the day and year first written above. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: Executive Director (Seal) ATTEST: Deputy Clerk of the Riverside County Transportation Commission APPROVED AS TO FORM: By: General Counsel U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Officer S-1 OHSUSA:767641170.3 EXHIBIT A FORM OF 2017 SERIES B BOND No. R-- $ Riverside County Transportation Commission Sales Tax Revenue Refunding Bond (Limited Tax Bond) 2017 Series B INTEREST RATE MATURITY ISSUE DATE CUSIP % June 1, 20 , 2017 769125 REGISTERED OWNER: Cede & Co. PRINCIPAL AMOUNT: Dollars RIVERSIDE COUNTY TRANSPORTATION COMMISSION, a public entity duly organized and existing under the laws of the State of California (the "Commission"), for value received, hereby promises to pay (but solely from Revenues as hereinafter referred to) in lawful money of the United States of America, to the registered Holder or registered assigns, on the maturity date set forth above, unless redeemed prior thereto as hereinafter provided, the principal amount specified above, together with interest thereon from the Issue Date set forth above until the principal hereof shall have been paid, at the interest rates and on the dates (each, an "Interest Payment Date") described herein. The principal of and premium, if any, on this Bond are payable to the registered Holder hereof upon presentation and surrender of this Bond at the corporate trust office of U.S. Bank National Association, as trustee (together with any successor as trustee under the hereinafter defined Indenture, the "Trustee") in St. Paul, Minnesota or at such other corporate trust office the Trustee shall designate for presentation of Bonds. Interest on this Bond shall be paid by check drawn upon the Trustee and mailed on the applicable Interest Payment Date to the registered Holder hereof as of the close of business on the Record Date at such registered Holder's address as it appears on the Bond Register. As used herein, "Record Date" means the fifteenth (15th) day (whether or not a Business Day) of the month preceding the month in which such Interest Payment Date occurs. This Bond is one of a duly authorized issue of bonds of the Commission, designated as "Riverside County Transportation Commission, Sales Tax Revenue Refunding Bonds (Limited Tax Bonds)" (the "Bonds"), of the series designated above, all of which are being issued pursuant to the provisions of the Riverside County Transportation Sales Tax Act, Division 25 (Section 240000 et seq.) of the Public Utilities Code of the State of California, as now in effect and as it may from time to time hereafter be amended or supplemented (the "Act"), the Transportation Expenditure Plan and Retail Transaction and Use Tax Ordinance, adopted by the Commission on May 8, 2002 and approved by at least two-thirds of electors voting on such proposition in the November 5, 2002 election and any amendments or extensions thereto, and as authorized pursuant A-1 OHSUSA:767641170.3 to Article 10 and Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (Section 53570 et seq.) and other applicable provisions of the laws of the State of California (collectively, and together with the Act, the "Law"), and an Indenture, dated as of June 1, 2008, as supplemented, including as supplemented by a Eighth Supplemental Indenture, dated as of December 1, 2017 (the "Eighth Supplemental Indenture"), each between the Commission and the Trustee, hereinafter referred to collectively as the "Indenture." Said authorized issue of Bonds is not limited in aggregate principal amount and consists or may consist of one or more series of varying denominations, dates, maturities, interest rates and other provisions, as in the Indenture provided. Capitalized terms used herein and not otherwise defined shall have the meaning given such terms in the Indenture. THIS BOND IS A LIMITED TAX BOND OBLIGATION OF THE COMMISSION PAYABLE SOLELY FROM REVENUES AS DEFINED AND PROVIDED IN THE INDENTURE AND CERTAIN OTHER FUNDS PLEDGED UNDER THE INDENTURE AND THE COMMISSION IS NOT OBLIGATED TO PAY THIS BOND EXCEPT FROM REVENUES AND THOSE CERTAIN OTHER FUNDS PLEDGED UNDER THE INDENTURE. THIS BOND DOES NOT CONSTITUTE A DEBT OR LIABILITY OF THE STATE OF CALIFORNIA (THE "STATE") OR ANY POLITICAL SUBDIVISION OF THE STATE OTHER THAN THE COMMISSION, OR A PLEDGE OF THE FULL FAITH AND CREDIT OF THE STATE OR OF ANY POLITICAL SUBDIVISION OF THE STATE. THE GENERAL FUND OF THE COMMISSION IS NOT LIABLE, AND THE CREDIT OR TAXING POWER (OTHER THAN AS DESCRIBED HEREIN) OF THE COMMISSION IS NOT PLEDGED, FOR THE PAYMENT OF THE BONDS, THEIR INTEREST, OR ANY PREMIUM DUE UPON REDEMPTION OF THE BONDS. THE BONDS ARE NOT SECURED BY A LEGAL OR EQUITABLE PLEDGE OF, OR CHARGE, LIEN OR ENCUMBRANCE UPON, ANY OF THE PROPERTY OF THE COMMISSION OR ANY OF ITS INCOME OR RECEIPTS, EXCEPT THE REVENUES AND CERTAIN OTHER FUNDS PLEDGED UNDER THE INDENTURE. Reference is hereby made to the Indenture and the Law for a description of the terms on which the Bonds are issued and to be issued, the provisions with regard to the nature and extent of the pledge of Revenues and certain other funds and the rights of the registered Holders of the Bonds and all the terms of the Indenture are hereby incorporated herein and constitute a contract between the Commission and the registered Holder from time to time of this Bond, and to all the provisions thereof the registered Holder of this Bond, by its acceptance hereof, consents and agrees. Additional Bonds may be issued and other indebtedness may be incurred on a parity with the Series of Bonds of which this Bond is a part, but only subject to the conditions and limitations contained in the Indenture. This Bond is payable as to both principal and interest, and any premium upon redemption hereof, exclusively from the Revenues and other funds pledged under the Indenture, which consist primarily of the amounts available for distribution to the Commission on and after July 1, 2009 on account of the retail transactions and use tax imposed in the County of Riverside pursuant to the Law, after deducting amounts payable by the Commission to the State Board of Equalization for costs and expenses for its services in connection with the retail transactions and use taxes collected pursuant to the Act, all as provided in the Indenture, and the Commission is not obligated to pay A-2 OHSUSA:767641170.3 the principal of and interest on this Bond except from Revenues and certain other funds pledged thereunder. This Bond shall be deliverable in the form of a fully registered Bond in denominations of $5,000 and any multiple thereof. Optional [and Mandatory] Redemption Provisions Bonds shall be subject to optional [and mandatory] redemption as specified in the Indenture. Amendments and Modifications The rights and obligations of the Commission and of the Beneficial Owners and registered Holders of the Bonds may be modified or amended at any time in the manner, to the extent, and upon the terms provided in the Indenture, which provide, in certain circumstances, for modifications and amendments without the consent of or notice to the registered Holders of Bonds. Transfer and Exchange Provisions This Bond is transferable or exchangeable as provided in the Indenture, only upon the bond registration books maintained by the Trustee, by the registered Holder hereof, or by his or her duly authorized attorney, upon surrender of this Bond at the Principal Office of the Trustee, together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered Holder or his or her duly authorized attorney, and thereupon a new Bond or Bonds of the same series, maturity and in the same aggregate principal amount, shall be issued to the transferee in exchange therefor as provided in the Indenture, upon payment of any charges therein prescribed. Persons Deemed Holders The person in whose name this Bond is registered shall be deemed and regarded as the absolute Holder hereof for all purposes, including receiving payment of, or on account of, the principal and any redemption premium and interest due hereon. It is hereby certified and recited that any and all acts, conditions and things required to exist, to happen and to be performed, precedent to and in the incurring of the indebtedness evidenced by this Bond, and in the issuing of this Bond, exist, have happened and have been performed in due time, form and manner, as required by the Constitution and statutes of the State of California and the Act, and that this Bond, together with all other indebtedness of the Commission payable out of Revenues, is within every debt and other limit prescribed by the Constitution and statutes of the State of California and the Law. A-3 OHSUSA:767641170.3 This Bond shall not be entitled to any benefit under the Indenture, or become valid or obligatory for any purpose, until the certificate of authentication hereon endorsed shall have been manually signed by the Trustee. IN WITNESS WHEREOF the Riverside County Transportation Commission has caused this Bond to be executed in its name and on its behalf by the manual or facsimile signature of its duly authorized representatives and its seal to be affixed hereto all as of the Issue Date set forth above. (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 B Bonds described in the within mentioned Indenture and was authenticated on the date set forth below. Date of Authentication: U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Officer A-4 OHSUSA:767641170.3 [DTC LEGEND] Unless this Bond is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any Bond issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered Owner hereof, Cede & Co., has an interest herein. [FORM OF ASSIGNMENT] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please Print or Type Name and Address of Assignee) PLEASE INSERT SOCIAL SECURITY OR OTHER TAX IDENTIFICATION NUMBER OF ASSIGNEE the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints to transfer the within Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature: (Signature of Assignor) Notice: The signature on this assignment must correspond with the name of the registered Holder as it appears upon the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. SIGNATURE GUARANTEED: Notice: Signature must be guaranteed by an eligible guarantor firm. A-5 OHSUSA:767641170.3 INDEX TO EXHIBITS EXHIBIT B NOTICE ADDRESSES To the Commission: Riverside County Transportation Commission Street Address: 4080 Lemon Street, 3rd Floor Riverside, California 92501 Mailing Address: P.O. Box 12008 Riverside, California 92502 Attention: Chief Financial Officer Telephone: Fax: (951) 787-7926 (951) 787-7920 To the Trustee: U.S. Bank National Association 633 West Fifth Street, 24th Floor Los Angeles, California 90071 Attention: Telephone: Fax: Corporate Trust Division (213) 615-6023 (213) 615-6197 B-1 To the Rating Agencies: S&P Global Ratings 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:767641170.4 ATTACHMENT 5 $ RIVERSIDE COUNTY TRANSPORTATION COMMISSION SALES TAX REVENUE BONDS (LIMITED TAX BONDS) 2017 SERIES B BOND PURCHASE AGREEMENT December , 2017 Riverside County Transportation Commission P.O. Box 12008 Riverside, California 92502 Ladies and Gentlemen: The undersigned, Goldman Sachs & Co. LLC, as representative (the "Representative"), acting on behalf of itself and the underwriters listed in Exhibit A hereto, (collectively, the "Underwriters"), offers to enter into this Bond Purchase Agreement (the "Purchase Agreement") with the Riverside County Transportation Commission (the "Commission"), for the purchase by the Underwriters of the Sales Tax Revenue Bonds (Limited Tax Bonds), 2017 Series B (the "Bonds"), to be issued by the Commission and authenticated by U.S. Bank National Association, a national banking association, located in Los Angeles, California, as trustee (the "Trustee") under that certain Indenture, dated as of June 1, 2008 between the Commission and the Trustee (the "Original Indenture"), as supplemented, including as supplemented by the Eighth Supplemental Indenture, dated as of December 1, 2017 (the "Eighth Supplemental Indenture"). The Original Indenture as supplemented is collectively referred to herein as the "Indenture." The offer made hereby is subject to its written acceptance by the Commission, and delivery of an executed counterpart of this Purchase Agreement to us at or before 11:59 p.m., California Time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriters upon notice from the Representative delivered to the Commission's Executive Director or Chief Financial Officer at any time before acceptance. Upon acceptance, this Purchase Agreement shall be in full force and effect in accordance with its terms and shall be binding upon the Commission and the Underwriters. All capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Indenture. The proceeds of the Bonds will be used to (i) advance refunding all or a portion of the outstanding 2010 Series A Bonds (the "2010 Series A Refunded Bonds"), (ii) advance refunding all or a portion of the outstanding 2013 Series A Bonds (the "2013 Series A Refunded Bonds" and together with the 2010 Series A Refunded Bonds, the "2017 Refunded Bonds"), and (iii) pay the costs of issuance of the 2017 Bonds, all as defined in and more particularly described in the Official Statement. In connection with the refunding of the 2017 Refunded Bonds, the Commission will enter into an Escrow Agreement (the "Escrow Agreement"), dated as of December 1, 2017 with the Trustee, as Escrow Agent (the "Escrow Agent"). In order to assist the Underwriters in complying with Rule 15c2-12 (as hereinafter defined), the Commission will undertake, pursuant to the Indenture and a Continuing Disclosure Agreement with Digital Assurance Certification L.L.C. dated as of December 1, 2017 (the "Continuing Disclosure Agreement"), to provide certain annual financial information and notices of the occurrence of certain specified events. A DOCSOC/1863 879v3/024575-0030 description of this undertaking is set forth in, and a form of such agreement is attached as an appendix to, the Preliminary Official Statement and the Official Statement. 1. On the basis of the representations, warranties and covenants and upon the terms and conditions set forth in this Purchase Agreement, the Underwriters hereby agree to purchase and the Commission hereby agrees to issue and cause the Trustee to authenticate and deliver to the Underwriters all (but not less than all) of the Bonds in the aggregate principal amount of $ . The Bonds shall be dated the Closing Date. The Underwriters agree to purchase the Bonds at the aggregate purchase price of $ (consisting of the aggregate principal amount of the Bonds, plus original issue premium of $ and less $ Underwriters' discount). The Bonds mature in the years and principal amounts and bear interest at the rates set forth in Exhibit B hereto, shall be subject to redemption as set forth in Exhibit C hereto and shall be substantially in the form described in the Indenture, and shall be issued and secured under the provisions of and shall be payable and subject to redemption as provided in the Indenture. The Bonds shall be special limited obligations of the Commission payable from Revenues. The Sales Tax Revenues of the Commission are pledged to the payment of the principal of, interest and premium, if any, on the Bonds as provided in the Indenture. 2. The Underwriters have designated the undersigned as their Representative. The undersigned represent that it has been duly authorized by the Underwriters to execute this Purchase Agreement. The Underwriters agree to make an initial public offering of all of the Bonds, at a price not in excess of the initial public offering prices set forth on the cover page of the Official Statement; provided, however, the Underwriters reserve the right subsequent to the initial public offering to change such initial public offering prices as the Underwriters deem necessary or desirable, in their sole discretion, in connection with the marketing of the Bonds, and may offer and sell the bonds to certain dealers, unit investment trusts and money market funds, certain of which may be sponsored or managed by one or more of the Underwriters at prices lower than the initial public offering prices or yields greater than the yields set forth in the Official Statement. 3. (a) The Representative, on behalf of the Underwriters, agree to assist the Commission in establishing the issue price of Bonds and shall execute and deliver to the Commission at Closing an "issue price" or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit D, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Representative, the Commission and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of Bonds. All actions to be taken by the Commission under this section to establish the issue price of Bonds may be taken on behalf of the Commission by the Commission's municipal advisor identified herein and any notice or report to be provided to the Commission may be provided to the Commission's municipal advisor. (b) Except as otherwise set forth in Exhibit D attached hereto, the Commission will treat the first price at which 10% of each maturity of Bonds (the "10% test") is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Bond Purchase Agreement, the Representative shall report to the Commission the price or prices at which the Underwriters have sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of Bonds, the Representative agrees to promptly report to the Commission the prices at which Bonds of that maturity have been sold by the Underwriters to the public. That reporting 2 DOCSOC/1863 879v3/024575-0030 obligation shall continue, whether or not the Closing Date has occurred, until the 10% test has been satisfied as to Bonds of that maturity or until all Bonds of that maturity have been sold to the public. (c) The Representative confirms that the Underwriters have offered Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in Exhibit D attached hereto, except as otherwise set forth therein. Exhibit D also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of Bonds for which the 10% test has not been satisfied and for which the Commission and the Representative, on behalf of the Underwriters, agree that the restrictions set forth in the next sentence shall apply, which will allow the Commission to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the "hold -the -offering -price rule"). So long as the hold -the -offering -price rule remains applicable to any maturity of Bonds, the Underwriters will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: 0) the close of the fifth (5th) business day after the sale date; or (ii) the date on which the Underwriters have sold at least 10% of that maturity of Bonds to the public at a price that is no higher than the initial offering price to the public. The Representative shall promptly advise the Commission when the Underwriters have sold 10% of that maturity of Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date. The Commission acknowledges that, in making the representation set forth in this subsection, the Representative will rely on (i) the agreement of each Underwriter to comply with the hold -the -offering - price rule, as set forth in an agreement among underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold -the -offering -price rule, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an Underwriter is a party to a retail distribution agreement that was employed in connection with the initial sale of Bonds to the public, the agreement of each broker -dealer that is a party to such agreement to comply with the hold - the -offering -price rule, as set forth in the retail distribution agreement and the related pricing wires. The Commission further acknowledges that each Underwriter shall be solely liable for its failure to comply with its agreement regarding the hold -the -offering -price rule and that no Underwriter shall be liable for the failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker - dealer that is a party to a retail distribution agreement, to comply with its corresponding agreement regarding the hold -the -offering -price rule as applicable to Bonds. (d) The Representative confirms that: (0 any agreement among underwriters, any selling group agreement and each retail distribution agreement (to which either Representative is a party) relating to the initial sale of Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter, each dealer who is a member of the selling group, and each broker -dealer that is a party to such retail distribution agreement, as applicable, to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Representative that either the 10% test has been satisfied as to Bonds of that maturity or all Bonds of that maturity have been sold to the public and (B) comply with the hold -the -offering -price rule, if applicable, in each case if and for so long as directed by the Representative and as set forth in the related pricing wires, and 3 DOCSOC/1863 879v3/024575-0030 (ii) any agreement among underwriters relating to the initial sale of Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter that is a party to a retail distribution agreement to be employed in connection with the initial sale of Bonds to the public to require each broker -dealer that is a party to such retail distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Representative or the Underwriter that either the 10% test has been satisfied as to Bonds of that maturity or all Bonds of that maturity have been sold to the public and (B) comply with the hold - the -offering -price rule, if applicable, in each case if and for so long as directed by the Representative or the Underwriter and as set forth in the related pricing wires. (e) The Underwriters acknowledge that sales of any Bonds to any person that is a related party to an Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section: (i) "public" means any person other than an underwriter or a related party, (ii) "underwriter" means (A) any person that agrees pursuant to a written contract with the Commission (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of Bonds to the public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of Bonds to the public), (iii) a purchaser of any of Bonds is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and (iv) "sale date" means the date of execution of this Bond Purchase Agreement by all parties. 4. The Commission has delivered or caused to be delivered to the Underwriters prior to the execution of this Purchase Agreement, copies of the Preliminary Official Statement dated December _, 2017 relating to the Bonds (the "Preliminary Official Statement"). The Commission ratifies, confirms and approves the use and distribution by the Underwriters of the Preliminary Official Statement, in connection with the sale of the Bonds. It is acknowledged by the Commission that the Underwriters may deliver the Preliminary Official Statement and a final Official Statement (as hereinafter defined) electronically over the intern& and in printed paper form. For purposes of this Purchase Agreement, the printed paper form of the Preliminary Official Statement and the Official Statement are deemed controlling. The Commission deems such Preliminary Official Statement final as of its date for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934 ("Rule 15c2-12") except for information allowed to be omitted by Rule 15c2-12. Within seven (7) business days from the date hereof and in any event not less than two days prior to the date of Closing (as defined below), the Commission shall deliver to the Underwriters a final Official Statement, executed on behalf of the Commission by an authorized representative of the Commission and dated the date hereof, which shall be in the form of the Preliminary Official Statement with only those changes necessary to reflect information permitted to be omitted by paragraph (b)(1) of Rule 15c2-12, and such other amendments or supplements as shall have been approved by the Commission and the 4 DOCSOC/1863 879v3/024575-0030 Underwriters and such additional conformed copies thereof in "designated electronic format" (as defined in MSRB Rule G-32), as the Underwriters may reasonably request in sufficient quantities to comply with Rule 15c2-12 and to meet potential customer requests for copies of the Official Statement. The Official Statement, including the cover page, the appendices thereto and all information incorporated therein by reference is hereinafter referred collectively to as the "Official Statement." The Representative agrees to (1) provide the Commission with final pricing information on the Bonds on a timely basis, (2) disseminate to the Underwriters copies of the final Official Statement, including any supplements prepared by the Commission, and (3) promptly file a copy of the final Official Statement, including any supplements prepared by the Commission, with the Municipal Securities Rulemaking Board. 5. The Closing. At 9:00 a.m., California time, on December _, 2017, or at such other time or on such other date as the Commission and the Representative may agree (the "Closing Date"), the Commission, following the receipt by the Trustee of the purchase price from the Underwriters, shall deliver, or cause to be delivered, the Bonds in book -entry form through the Trustee via the F.A.S.T. delivery book - entry system of The Depository Trust Company ("DTC") to the Underwriters. The Representative, on behalf of the Underwriters, will pay the aggregate purchase price set forth in paragraph 1 hereof, in immediately available funds to or on the order of the Commission and accept such delivery. Concurrently with the delivery of the Bonds to the Underwriters, the Commission will deliver the documents hereinafter mentioned at the offices of Orrick, Herrington & Sutcliffe LLP, San Francisco, California ("Bond Counsel") or another place to be mutually agreed upon by the Commission and the Representative. This payment for and delivery of the Bonds, together with the delivery of the aforementioned documents, is herein called the "Closing." The obligation of the Underwriters to pay for and accept delivery of the Bonds, and the obligation of the Commission to deliver the Bonds, shall each be contingent on the condition that the TIFIA Agreement shall have been executed by the Commission and shall be in full force and effect. 6. Representations, Warranties and Covenants. The Commission represents, warrants and covenants to the Underwriters (and it shall be a condition of the obligation of the Underwriters to purchase and accept delivery of the Bonds) that the representations and warranties contained herein shall be true and correct on the date hereof and at the Closing Date, as if made on and at the Closing. The Commission so represents and warrants that: (a) the Commission is, and will be on the date of Closing, a county transportation commission organized and existing under the laws of the State, with full legal right, power and authority to cause the execution, sale and delivery of the Bonds, to execute, deliver and perform its obligations under this Purchase Agreement, the Continuing Disclosure Agreement, the Escrow Agreement and the Indenture (collectively, the "Commission's Documents") and to carry out and consummate all other transactions contemplated by each of the aforesaid and to execute and deliver the Official Statement; (b) by all necessary official action, the Commission has duly adopted Ordinance No. 02-001, imposing the Sales Tax, which was approved by at least two-thirds of the electors in the County voting on the Sales Tax on November 5, 2002 ("Ordinance No. 02-001"), and Ordinance No. 10-002, providing that the aggregate principal amount of bonds or other evidences of indebtedness issued by the Commission and payable from Sales Tax Revenues in accordance with Ordinance No. 02-001 at any one time outstanding shall not exceed $975 million (collectively, the "Ordinance"); (c) (i) the Preliminary Official Statement, excluding therefrom the information under the caption "UNDERWRITING" and information concerning DTC and the book -entry system and information permitted to be omitted from the Preliminary Official Statement under Rule 15c2-12 5 DOCSOC/1863 879v3/024575-0030 (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 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 6 DOCSOC/1863 879v3/024575-0030 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; 0) no action, suit, proceeding, inquiry or investigation at law or in equity before or by any court, government agency, public board or body of competent jurisdiction, is pending or, to the best of the Commission's knowledge, threatened against the Commission: (i) in any way affecting the existence of the Commission or in any way challenging the respective powers of the several offices or the titles of the officials of the Commission to such offices; or (ii) affecting or seeking to prohibit, restrain or enjoin the issuance, sale or delivery of any of the Bonds, the application of the proceeds of the sale of the Bonds, the proceedings authorizing and approving the Sales Tax, the levy or collection of the Sales Tax, or in any way contesting or affecting, as to the Commission, the validity or enforceability of the Act, the proceedings authorizing the Sales Tax, Resolution No. 17- of the Commission adopted on , 2017 (the "Resolution"), the Ordinance, the Bonds or the Commission's Documents or contesting the powers of the Commission or its authority with respect to issuance or delivery of the Bonds or the execution and delivery of the Commission's Documents or contesting the power or authority to levy the Sales Tax or contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or in any way contesting or challenging the consummation of the transactions contemplated hereby or thereby or which might materially adversely affect the ability of the Commission to perform and satisfy its obligations under the Commission's Documents or the Bonds; nor to the best of the Commission's knowledge is there any basis for any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling or finding would materially adversely affect the Act, the proceedings authorizing the Sales Tax or the Commission's Documents or the performance by the Commission of its obligations thereunder, or the authorization, execution, delivery or performance by the Commission of the Bonds or the Commission's Documents; 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; (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 Representative thereof, and if in the opinion of the Representative such event requires a supplement or amendment to the Official Statement, the Commission will supplement or amend the Official Statement in a form and manner approved by the Representative; (m) for a period of 25 days subsequent to the Closing Date (the "Delivery Period"), if an event occurs which might or would cause the Official Statement, as then supplemented or amended, to 7 DOCSOC/1863 879v3/024575-0030 contain any untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Commission shall promptly notify the Representative thereof and if, in the opinion of the Representative, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Commission shall prepare and deliver to the Underwriters (at the Commission's expense for 25 days from the date of the Closing), as many copies of an amendment or supplement which will correct such statement or omission as the Underwriters may reasonably request. During the Delivery Period, the Commission shall furnish such information as the Representative may from time to time reasonably request; (n) if the Official Statement is amended or supplemented pursuant to paragraph 5(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 Representative, except as disclosed in the Preliminary Official Statement and the Official Statement and except in the course of normal business operations of the Commission, offer or issue any bonds, notes or other obligations for borrowed money, or incur any material liabilities, direct or contingent. (p) during the last five years, the Commission has not failed to comply in all material respects with any previous undertaking relating to continuing disclosure of information pursuant to Rule 15c2-12; (q) the financial statements of the Commission as of June 30, 2016 fairly represent the revenues, expenditures, assets, liabilities and fund balances of such amounts and, insofar as presented, other funds of the Commission as of the dates and for the periods therein set forth. Except as disclosed in the Official Statement or otherwise disclosed in writing to the Representative, there has not been any materially adverse change in the financial condition of the Commission or in its operations since June 30, 2016 and there has been no occurrence, circumstance or combination thereof which is reasonably expected to result in any such materially adverse change; and (r) any certificates executed by any officer of the Commission and delivered to the Underwriters pursuant hereto shall be deemed a representation and warranty of the Issuer as to the accuracy of the statements therein made. 7. The Representative, on behalf of itself and the Underwriters, have entered into this Purchase Agreement in reliance upon the representations and warranties of the Commission contained herein and the representations and warranties to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the Commission of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the Underwriters' obligations under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the sole option of the Representative, to the accuracy in all material respects of the representations and warranties of the Commission contained herein as of the date hereof and as of the Closing Date, to the accuracy of the statements of the officers and other officials of the Commission made in any certificate or other document furnished pursuant to the provisions hereof, to the performance by the Commission of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing Date, and to the following additional conditions: 8 DOCSOC/1863 879v3/024575-0030 (a) Prior to the Closing, the Commission's Documents shall have been duly authorized, executed and delivered and simultaneously with Closing the Bonds shall have been duly authorized, executed and delivered and none of such documents shall have been amended, modified or repealed, except to the extent to which the Representative has given their written consent; (b) At the time of Closing, all official action of the Commission related to the Commission's Documents, and the sale of the Bonds, shall be in full force and effect and shall not have been amended, modified, supplemented or repealed in any material respect; (c) At the time of Closing, the Commission shall have made timely payment of principal and/or interest when due on all of its respective outstanding bonds, notes or other obligations; (d) As of the date hereof and at Closing, trading of securities in general shall not have been suspended on any national securities exchange; nor shall any proceeding be pending or threatened by the Securities and Exchange Commission against the Commission; (e) Subsequent to the date hereof, up to and including the Closing, there shall not have occurred any change in or particularly affecting the Commission, the Act, the Ordinance, the Sales Tax, the Sales Tax Revenues, the Bonds or the Commission's Documents as the foregoing matters are described in the Official Statement, which in the reasonable professional judgment of the Underwriters materially impairs the investment quality of the Bonds; (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; (h) At or prior to the Closing, the Underwriters shall receive, among other items, the following, in each case reasonably satisfactory in form and substance to the Representative and Underwriters' Counsel: (0 copies of the Bonds; Executed copies of each of the Commission's Documents and specimen (ii) The approving opinion of Bond Counsel, substantially in the form attached to the Official Statement as Appendix F; (iii) A supplemental opinion of Bond Counsel, addressed to the Underwriters, stating the Underwriters may rely upon the opinion referred to in subparagraph (ii) hereof as though addressed to them and to the following effect: (A) The information contained in the Official Statement in the sections entitled "THE 2017 BONDS," "SECURITY AND SOURCES OF PAYMENT FOR THE 2017 BONDS," "TAX MATTERS," "APPENDIX C — SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE" and "APPENDIX F — PROPOSED FORM OF BOND COUNSEL OPINION" excluding any material that may be treated as included under such captions by cross reference or reference to other documents or sources, insofar as such statements expressly summarize certain provisions of the Indenture and the form 9 DOCSOC/1863 879v3/024575-0030 and content of such counsel's opinion relating to the tax exemption of interest on the Bonds, are accurate in all material respects; (B) The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; (C) This Purchase Agreement has been duly executed and delivered by the Commission and is a valid and binding obligation of the Commission, subject to laws relating to bankruptcy, insolvency, reorganization, receivership, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors' rights generally, to the application of equitable principles, to the exercise of judicial discretion and to the limitations on legal remedies against public entities in the State; and (D) The Refunded Bonds have been defeased in accordance with the provisions of the Indenture. (iv) The opinion of Norton Rose Fulbright US LLP ("Disclosure Counsel") addressed to the Underwriters, to the effect that while they have not independently verified the accuracy or fairness of the statements and representations set forth in the Official Statement or referred to therein or the financial statements and the appendices thereto, as a result of their participation in the preparation of the Preliminary Official Statement and the Official Statement and their review of certain documents referred to therein: (I) no facts have come to the attention of the personnel in the firm directly involved in rendering legal advice and assistance in connection therewith which gives them cause to believe that the Preliminary Official Statement (except for information permitted to be excluded therefrom pursuant to Rule 15c2-12, the financial statements and other financial and statistical data included therein, forecasts, projections, estimates, assumptions and expressions of opinion, statements relating to DTC, Cede & Co. and the book - entry system and statements contained in in Appendices A, B and E thereto, as to which no view need to be expressed) as of its date contained, or as of the date hereof contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading; and (II) no facts have come to the attention of the personnel in the firm directly involved in rendering legal advice and assistance in connection therewith which gives them cause to believe that the Official Statement (except for the financial statements and other financial and statistical data included therein, forecasts, projections, estimates, assumptions and expressions of opinion, statements relating to DTC, Cede & Co. and the book - entry system and statements contained in in Appendices A, B and E thereto, as to which no view need to be expressed), as of its date contained, or as of the Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading; (v) An opinion, dated the date of the Closing and addressed to the Underwriters, of Best, Best & Krieger LLP, General Counsel to the Commission, to the effect that: (i) the Commission is a county transportation commission duly organized under the laws of the State; (ii) the Ordinance and the resolution or resolutions of the Commission approving and authorizing the execution and delivery of the Commission's Documents by the Commission (the "Resolutions") were duly adopted at meetings of the Commission, which were called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting at the time of adoption; (iii) to the best knowledge of such counsel, there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body of competent jurisdiction, pending or threatened against or affecting the Commission, to restrain or enjoining the enforcement of the Commission's Documents or in any way contesting or affecting the validity of the Bonds or the Commission's Documents; (iv) the execution and delivery of the Bonds by the officer executing the same and the Commission's Documents by the 10 DOCSOC/1863 879v3/024575-0030 Commission, the adoption of the Resolutions, and compliance by the Commission with the provisions of the foregoing, as appropriate, under the circumstances contemplated thereby, does not and will not conflict with or constitute on the part of the Commission a breach or default under any agreement or other instrument to which the Commission is a party or by which it is bound (and of which such counsel is reasonably aware) or any existing law, regulation, court order or consent decree to which the Commission is subject; (v) the Commission's Documents have been duly authorized, executed and delivered by the Commission and, assuming due authorization, execution and delivery by the other parties thereto, the Commission's Documents constitute legal, valid and binding agreements of the Commission, enforceable in accordance with their respective terms, subject in each case to laws relating to bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and the application of equitable principles if equitable remedies are sought; (vi) except as described in the Official Statement, no authorization, approval, consent, or other order of the State or any other governmental authority or agency within the State having jurisdiction over the Commission is required for the valid authorization, execution, delivery and performance by the Commission of the Commission's Documents which has not been obtained; and (vii) without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Preliminary Official Statement and the Official Statement and based upon the information made available to such counsel in the course of its participation in the preparation of the Official Statement as counsel for the Commission, nothing has come to such counsel's attention which would cause them to believe that the Official Statement (excluding therefrom the financial statements and statistical data included in the Official Statement and the OS Excluded Information) as of the date thereof and as of the Closing Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (vi) a certificate or certificates, dated the Closing Date, signed by a duly authorized official of the Commission to the effect that, to the best of such official's knowledge, (i) the representations and warranties of the Commission contained in this Purchase Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date; (ii) no event affecting the Commission has occurred since the date of the Official Statement which has the effect of causing the Official Statement (excluding the OS Excluded Information) to contain any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements and information therein, in light of the circumstances under which they were made, not misleading; (iii) the Commission has, and at the time of the Closing will have, full legal right, power and authority (A) to execute and enter into the Commission's Documents, (B) to adopt the Resolution, (C) to sell and deliver the Bonds to the Underwriters pursuant to the Constitution and laws of the State, (D) to issue the Bonds, (E) to cause the Sales Tax to be levied and collected, (F) to pledge the Sales Tax Revenues to the payment of the Bonds and (G) to carry out and to consummate the transactions contemplated by, and to perform all of its obligations under, the Resolution, the Commission's Documents, the Bonds and the Official Statement; (iv) the Commission has (A) duly authorized and approved the Official Statement, (B) duly authorized and approved the execution and delivery of, and performance by the Commission of its obligations under, the Bonds and the Commission's Documents, (C) duly adopted the Resolutions and (D) duly authorized and approved the use of the proceeds of the sale of the Bonds, as contemplated by the Official Statement; (v) at or prior to the time and date of the Closing, the Bonds will have been duly executed and delivered by the Commission, and each of them and the Resolutions and the Commission's Documents will constitute legal, valid and binding obligations of the Commission enforceable against the Commission in accordance with their respective terms, except to the extent that the enforceability may be limited by bankruptcy, insolvency, arrangement, moratorium or other laws affecting the rights of creditors generally, equitable remedies, judicial discretion and the limitations on legal remedies against local transportation authorities in the State; (vi) the Resolutions, the Commission's Documents and the Bonds conform in all material respects to the descriptions thereof in the Preliminary Official Statement and the Official Statement; (vii) the financial data relating to the Commission and the financial statements of the Commission contained in the Preliminary 11 DOCSOC/1863 879v3/024575-0030 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, 20161 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, 20161 any material liabilities other than in the ordinary course of business or as set forth in or contemplated by the Official Statement; (viii) no litigation of any nature is now pending or, to the best of the Commission's knowledge, threatened in any court or before any governmental agency of competent jurisdiction: (A) restraining or enjoining, or seeking to restrain or enjoin, the issuance, sale, execution or delivery of the Bonds; or (B) in any way contesting or affecting (1) the validity or enforceability of the Bonds, or (2) any proceedings of or on behalf of the Commission taken with respect to the issuance or sale of the Bonds, or (3) adoption of the Resolution or the execution and delivery of the Commission's Documents, or (4) the levy and collection of the Sales Tax, or (5) the pledge of Sales Tax Revenues effected by the Indenture, as described in the Preliminary Official Statement and the Official Statement, or (6) the proceedings authorizing and approving the Sales Tax or the levy or collection of the Sales Tax, or (7) the existence or powers of the Commission; or (C) in any manner questioning (1) the proceedings or authority for the issuance of the Bonds, or (2) any provision made or authorized for the payment of the Bonds, or (3) the existence or operations of the Commission, or (4) the power of the Commission to issue the Bonds, or (5) the power of the Commission to undertake any other transactions necessary in connection with this proposed financing; or (D) which would have a material adverse effect upon the operations of the Commission relating to the Bonds or to the contemplated use of the proceeds thereof; (ix) none of the Commission's proceedings or authority for the issuance, sale, execution and delivery of the Bonds, or the execution and delivery of the Commission's Documents, or the adoption of the Resolution as described in the Preliminary Official Statement and the Official Statement has been repealed, modified, amended, revoked or rescinded; (x) no approval, permit, consent or authorization of any governmental or public agency, authority or person having jurisdiction over the Commission not already obtained and no proceedings not already had are required in connection with (A) the issuance and sale of the Bonds, (B) the execution and delivery by the Commission of, or the performance by it of its obligations under, the Bonds, the Commission's Documents and the Resolution or (C) except as contemplated by the Preliminary Official Statement and the Official Statement, the issuance and sale of the Bonds or the application of the proceeds of the sale thereof; (xi) there is no material adverse change in the condition or affairs of the Commission that would make it unreasonable for the Underwriters or other purchasers of the Bonds to rely upon the Official Statement in connection with the resale of the Bonds, and the Underwriters are hereby authorized to distribute copies of the Official Statement in connection with the resale of the Bonds; and (xii) the Commission has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the date of issuance of the Bonds with respect to the issuance of the Bonds; (vii) A certificate, dated the Closing Date, signed by a duly authorized official of the Trustee, that: (A) the Trustee is a national banking association organized and existing under and by virtue of the laws of the United States of America, having the full power and being qualified to enter into the Indenture and perform its duties under the Indenture and the Continuing Disclosure Agreement (together, the "Trustee Documents"); (B) the Trustee is duly authorized to enter into the Indenture and Trustee has duly executed and delivered the Indenture; 12 DOCSOC/1863 879v3/024575-0030 (C) the execution and delivery of the Indenture and compliance with the provisions on the Trustee's part contained in the Trustee Documents, will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which Trustee is a party or is otherwise subject (except that no representation, warranty or agreement is made with respect to any federal or state securities or blue sky laws or regulations), nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets held by the Trustee pursuant to the Indenture under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided by the Trustee Documents; (D) to the best of the knowledge of the Trustee, it has not been served with any action; suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, nor is any such action or other proceeding threatened against the Trustee, as such but not in its individual capacity, affecting the existence of the Trustee, or the titles of its officers to their respective offices or seeking to prohibit, restrain or enjoin the collection of Sales Tax Revenues to be applied to pay the principal, premium, if any, and interest on the Bonds, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Indenture, or contesting the powers of the Trustee or its authority to enter into, adopt or perform its obligations under any of the foregoing, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Indenture; and (E) the Trustee will apply the proceeds from the Bonds as provided in the Indenture. (viii) an opinion of counsel to the Trustee, addressed to the Underwriters, in form and substance satisfactory to the Representative, to the effect that the Trustee is a national banking association with due power and authority to execute the Indenture, that the Trustee has duly authenticated the Bonds and that the Indenture is in effect and is valid and binding upon the Trustee; (ix) A certificate, dated the Closing Date, signed by a duly authorized official of the Escrow Agent, that: (A) the Escrow Agent is a national banking association organized and existing under and by virtue of the laws of the United States of America, having the full power and being qualified to enter into the Indenture and perform its duties under the Escrow Agreement; (B) the Escrow Agent is duly authorized to enter into the Escrow Agreement and Escrow Agent has duly executed and delivered the Escrow Agreement; (C) the execution and delivery of the Escrow Agreement and compliance with the provisions on the Escrow Agent's part contained in the Escrow Agreement, will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which Escrow Agent is a party or is otherwise subject (except that no representation, warranty or agreement is made with respect to any federal or state securities or blue sky laws or regulations), nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets held by the Escrow Agent pursuant to the Indenture under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided by the Escrow Agreement; and 13 DOCSOC/1863 879v3/024575-0030 (D) to the best of the knowledge of the Escrow Agent, it has not been served with any action; suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, nor is any such action or other proceeding threatened against the Escrow Agent, as such but not in its individual capacity, affecting the existence of the Escrow Agent, or the titles of its officers to their respective offices or seeking to prohibit, restrain or enjoin the application on amounts held pursuant to the Escrow Agreement to be applied to pay the principal, premium, if any, and interest on the Refunded Bonds, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Escrow Agreement, or contesting the powers of the Escrow Agent or its authority to enter into, adopt or perform its obligations under any of the foregoing, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Escrow Agreement. (x) an opinion of counsel to the Escrow Agent, dated the Closing Date and addressed to the City and the Underwriters, to the effect that (i) the Escrow Agent has duly authorized, executed and delivered the Escrow Agreement; and (ii) the Escrow Agreement constitutes a legally valid and binding obligation of the Escrow Agent, enforceable against the Escrow Agent in accordance with its terms, except that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws in effect from time to time affecting the rights of creditors generally and except to the extent that the enforceability thereof may be limited by the application of general principles of equity; (xi) the opinion of Stradling Yocca Carlson & Rauth, counsel to the Underwriters, dated the date of the Closing and addressed to the Underwriters, in form and substance satisfactory to the Representative; (xii) a copy of the Official Statement, executed on behalf of the Commission by a person duly authorized to sign on behalf of the Commission; (xiii) a certified copy of the general resolution or resolutions of the Trustee authorizing the execution and delivery of the Indenture and the Bonds; (xiv) certified copies of the resolution or resolutions of the Commission authorizing the execution and delivery of the Commission's Documents; (xv) a copy of the report of [VERIFICATION AGENT] with respect to certain mathematical computations relating to the Refunded Bonds as described in the Official Statement; (xvi) a copy of the Blue Sky Memorandum with respect to the Bonds, prepared by Underwriters' Counsel; (xvii) A tax certificate relating to the tax exempt Bonds in form satisfactory to Bond Counsel and the Representative; (xviii) A copy of the Notices of Sale required to be delivered to the California Debt Investment and Advisory Commission pursuant to Sections 8855(g) and 53583 of the California Government Code; (xix) Evidence that any ratings on the Bonds described in the Preliminary Official Statement and the Official Statement are in full force and effect as of the date of the Closing; (xx) A Certificate, dated the Closing Date, signed by an authorized representative of Fieldman Rolapp & Associates, Financial Advisor to the Commission, to the effect that no information came to such representative's attention which gives such representative reason to believe 14 DOCSOC/1863 879v3/024575-0030 that the statements and information in the Preliminary Official Statement and the Official Statement under the caption "PLAN OF FINANCE" contains any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; (xxi) A certified copy of the proceedings relating to authorization and approval of the Sales Tax, including: (i) a certified copy of the Ordinance; and (ii) evidence of the results of the November 5, 2002 and November 2, 2010 elections; (xxii) A copy of the executed Agreement for State Administration of Transactions and Use Tax, between the Commission and the California State Board of Equalization, including all amendments thereto; (xxiii) A copy of the Blanket Letter of Representation to DTC relating to the Bonds signed by DTC and the Commission; (xxiv) An executed copy of the Continuing Disclosure Agreement; and (xxv) Such additional certificates, legal opinions of Bond Counsel, Disclosure Counsel or other counsel and such other instruments or documents as Stradling Yocca Carlson & Rauth, a Professional Corporation ("Underwriters' Counsel"), Disclosure Counsel or Bond Counsel reasonably request to evidence the truth and accuracy as of the date hereof and as of the Closing Date of information contained in the Official Statement and the representations and warranties contained herein and in the Official Statement and the due satisfaction as or prior to the Closing Date of all conditions then to be satisfied in connection with the transaction contemplated hereby. 8. To the extent permitted by law, the Commission agrees to indemnify and hold harmless the Underwriters and each person, if any, who controls (within the meaning of Section 15 of the Securities Act of 1933, as amended, or of Section 20 of the Securities Exchange Act of 1934, as amended) the Underwriters and the officers, agents and employees of the Underwriters (each such person, an "Indemnified Party") against any and all losses, claims, damages, liabilities and expenses arising out of any untrue statement of a material fact contained in the Preliminary Official Statement (other than in the POS Excluded Information) or the Official Statement (other than in the OS Excluded Information) or the omission to state in the Preliminary Official Statement (other than omissions of the POS Excluded Information) or the Official Statement (other than omissions of the OS Excluded Information) a material fact necessary to make the statements therein relating to the Commission, in the light of the circumstances under which they were made, not misleading. The Commission shall not be liable for any settlement of any such action effected without its consent by any Indemnified Party, which consent shall not be unreasonably withheld, but if settled with the consent of the Commission or if there be a final judgment for the plaintiff in any such action against the Commission or any Indemnified Party, the Commission agrees to indemnify and hold harmless such Indemnified Party to the extent provided herein. In case any claim shall be made or action brought against an Indemnified Party for which indemnity may be sought against the Commission, as provided above, the Underwriters shall promptly notify the Commission in writing setting forth the particulars of such claim or action and the Commission shall assume the defense thereof, including at its option the retaining of counsel acceptable to the Underwriters and including the payment of all expenses. The Indemnified Party shall not have the right to retain separate counsel unless (i) the Commission shall have specifically authorized the retaining of such counsel or (ii) the parties to such suit include the Indemnified Party and one or more legal defenses may be available to it 15 DOCSOC/1863 879v3/024575-0030 which may not be available to the Commission, in which case the Commission shall not be entitled to assume the defense of the suit but the Underwriters shall bear the fees and expenses of such counsel. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Commission, its employees and its officers, but only with reference to liability in connection with false statements and information in the Preliminary Official Statement and the Official Statement furnished to the Commission in writing by such Underwriter for inclusion in the Preliminary Official Statement and the Official Statement. The Commission acknowledges that the only information provided by the Underwriters for inclusion in the Preliminary Official Statement was the information contained under the caption "UNDERWRITING" and the only information provided by the Underwriters for inclusion in the Official Statement was the principal amount, interest rates, prices and yields and redemption prices set forth on the inside cover of the Official Statement and the information contained under the caption "UNDERWRITING". 9. The Underwriters shall have the right to cancel their obligation hereunder to purchase the Bonds (and such cancellation shall not constitute a default hereunder by the Underwriters) by the Representative notifying you in writing of its election to do so between the date hereof and the Closing, if at any time hereafter and prior to the Closing: (i) any event occurring, or information becoming known that, in the reasonable judgment of the Representative, makes untrue any statement of a material fact contained in the Official Statement or results in an omission of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; or (ii) An amendment to the Constitution of the United States or the State of California shall have been passed or legislation shall have been introduced in or enacted by the Congress of the United States or the legislature of any state having jurisdiction of the subject matter or legislation pending in the Congress of the United States shall have been amended or legislation shall have been recommended to the Congress of the United States or to any state having jurisdiction of the subject matter or otherwise endorsed for passage (by press release, other form of notice or otherwise) by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or legislation shall have been proposed for consideration by either such Committee by any member thereof or presented as an option for consideration by either such Committee by the staff of such Committee or by the staff of the joint Committee on Taxation of the Congress of the United States, or legislation shall have been favorably reported for passage to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or a decision shall have been rendered by a court of the United States or of the State of California or the Tax Court of the United States, or a ruling shall have been made or a regulation or temporary regulation shall have been proposed or made or any other release or announcement shall have been made by the Treasury Department of the United States, the Internal Revenue Service or other federal or State of California authority, with respect to federal or State of California taxation upon revenues or other income of the general character to be derived by the Commission or upon interest received on obligations of the general character of the Bonds which, in the judgment of the Representative, may have the purpose or effect, directly or, indirectly, of affecting the tax status of the Commission, its property or income, its securities (including the Bonds) or the interest thereon, or any tax exemption granted or authorized by State of California legislation; or (iii) any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency of the State of California, or a decision by any court of competent jurisdiction within the State of California or any court of the United States of America shall be rendered which, in the reasonable opinion of the Representative, materially adversely affects the 16 DOCSOC/1863 879v3/024575-0030 market price or marketability of the Bonds or the ability of the Underwriters to enforce contracts for the sale of the Bonds; or (iv) legislation shall be enacted by the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, or a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the execution, delivery, offering or sale of obligations of the general character of the Bonds, or the execution, delivery, offering or sale of the Bonds, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of, or that obligations of the general character of the Bonds, or the Bonds, are not exempt from registration under, any provision of the federal securities laws, including the Securities Act of 1933, as amended and as then in effect, or that the Indenture needs to be qualified under the Trust Indenture Act of 1939, as amended and as then in effect; or (v) the imposition by the New York Stock Exchange or other national securities exchange or any governmental authority or any material restrictions not now in force with respect to the Bonds or obligations of the general character of the Bonds or securities generally or the material increase of any such restrictions now in force, including those relating to the extension of credit by or the charge to the net capital requirements of, the Underwriters, which, in the reasonable opinion of the Representative, materially adversely affects the market price or marketability of the Bonds or the ability of the Underwriters to enforce contracts for the sale of the Bonds; or (vi) the declaration of a general banking moratorium by federal, New York or California authorities or a major financial crisis or a material disruption in commercial banking or securities settlement or clearances services shall have occurred, or the general suspension of trading or minimum or maximum prices for trading shall have been fixed and be in force or maximum ranges or prices for securities shall have been required and be in force on the New York Stock Exchange on any national securities exchange by a determination by that exchange or by order of the Securities and Exchange Commission or any other governmental agency having jurisdiction, which, in the reasonable opinion of the Representative, materially adversely affects the market price or marketability of the Bonds or the ability of the Underwriters to enforce contracts for the sale of the Bonds; or (vii) any new outbreak or escalation of hostilities, declaration by the United States of America of a national emergency or war or other calamity or crisis affecting the financial markets which, in the reasonable opinion of the Representative, materially adversely affects the market price or marketability of the Bonds or the ability of the Underwriters to enforce contracts for the sale of the Bonds; or (viii) any rating of securities of the Commission payable from or secured by Revenues reflecting the creditworthiness of the Commission, shall have been withdrawn or reduced, placed on credit watch, assigned a negative outlook or announced to be under review by a rating agency, which, in the Representative's reasonable opinion, materially adversely affects the market price or marketability of the Bonds or the ability of the Underwriters to enforce contracts for the sale of the Bonds; or (ix) the commencement of any action, suit or proceeding described in Section 5(i) hereof which, in the reasonable judgment of the Representative, materially adversely affects the market price of the Bonds or the ability of the Underwriters to enforce contracts for the sale of the Bonds; or (x) there shall be in force a general suspension of trading on the New York Stock Exchange; or 17 DOCSOC/1863 879v3/024575-0030 (xi) a material adverse change has occurred or becomes known in the operations or finances of the Commission. 10. The Underwriters shall be under no obligation to pay and the Commission shall pay or cause to be paid from the proceeds of the Bonds or other funds available to it the expenses incident to the performance of the obligations of the Commission hereunder, including but not limited to (a) the cost of printing or engraving, and mailing or delivering the definitive Bonds and the Official Statement in reasonable quantities and all other documents or the cost of recording and filing such documents (other than as set forth in the next succeeding paragraph) prepared in connection with the transactions contemplated hereby; (b) the fees and disbursements of the Trustee, in connection with the execution, sale and delivery of the Bonds; (c) the fees and disbursements of the Bond Counsel, Disclosure Counsel, General Counsel, and any other experts or consultants retained by the Commission in connection with the transactions contemplated hereby; (d) the costs related to obtaining ratings on the Bonds. The Underwriters shall pay (a) California Debt and Investment Advisory Commission fees; (b) the cost of preparation and printing of any Blue Sky Memorandum to be used by them; (c) all advertising expenses in connection with the public offering of the Bonds; (d) the fees and expenses of Underwriters' Counsel; (e) CUSIP number costs; and (f) any fees assessed upon the Underwriters with respect to the Bonds by the Municipal Securities Rulemaking Board or the Financial Industry Regulatory Authority. To the extent not otherwise reimbursed in full by the Commission pursuant to the preceding paragraph of this Section, the Commission acknowledges that a portion of the Underwriters' discount is intended to reimburse the Underwriters for incidental expenses (including, but not limited to, transportation, lodging and meals of Commission and Underwriter personnel) incurred by the Underwriters (on their own behalf and/or on behalf of Underwriter personnel and Commission personnel and advisors, as applicable) in connection with the consummation of the transaction contemplated by this Purchase Agreement. 11. No covenant or agreement contained in this Purchase Agreement shall be deemed to be a covenant or agreement of any member, officer, agent or employee of the Commission nor shall such persons be liable personally under this Purchase Agreement or be subject to any personal liability or accountability solely by reason of the execution of this Purchase Agreement or solely by reason of the breach or attempted alleged breach hereof by the Commission. 12. Any notice to be given to the Commission under this Purchase Agreement may be given by delivering the same to the office thereof c/o Riverside County Transportation Commission*, 4080 Lemon Street, 3rd Floor, Riverside, California 92501 or P.O. Box 12008, Riverside, California 92502, and any such notice to be given to the Representative or the Underwriters may be given by delivering the same to Goldman Sachs & Co. LLC, 555 California St., 45th Floor, San Francisco, CA 94104, Attention: Ian Parker. 13. The Commission hereby authorizes the Official Statement and the information therein contained to be used by the Underwriters in connection with the public sale of the Bonds. 14. This Purchase Agreement shall be governed by, and construed in accordance with, the laws of the State of California. 15. The representations and warranties of the Commission set forth in or made pursuant to this Purchase Agreement shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing or termination of this Purchase Agreement and regardless of any investigations or * Street address is for non -postal delivery. P.O. Box for postal (US mail) delivery. 18 DOCSOC/1863 879v3/024575-0030 statements as to the results thereof made by or on behalf of the Underwriters and regardless of delivery of and payment for the Bonds. 16. This Purchase Agreement, when accepted by the Commission, shall constitute the entire agreement between the Commission and the Underwriters and is made solely for the benefit of the Commission and the Underwriters (including the successors of the Underwriters). No other person shall acquire or have any right hereunder by virtue hereof, except as provided herein. This Purchase Agreement constitutes the entire agreement between the parties hereto with respect to the matters covered hereby, and supersedes all prior agreements and understandings between the parties regarding the transaction contemplated by this Agreement and the process leading thereto. This Purchase Agreement shall only be amended, supplemented or modified in a writing signed by both of the parties hereto. 17. This Purchase Agreement is made solely for the benefit of the Commission and the Underwriters (including the successors thereof), and no other person, partnership or association shall acquire or have any right hereunder or by virtue hereof. All representations and agreements by the Commission in this Purchase Agreement shall remain operative and in full force and effect except as otherwise provided herein, regardless of any investigations made by or on behalf of the Underwriters and shall survive the issuance of and payment of the Bonds. 18. This Purchase Agreement may be executed simultaneously in several counterparts each of which shall be an original and all of which shall constitute but one and the same instrument. 19. The Representative, in its sole discretion, may waive any condition or requirement imposed upon the Commission as set forth in this Purchase Agreement. 20. The Commission acknowledges and agrees that: (i) the primary role of the Underwriters, as underwriters, is to purchase securities, for resale to investors, in an arm's-length commercial transaction between the Commission and the Underwriters and that the Underwriters have financial and other interests that differ from those of the Commission; (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriters are and have been acting solely as principals and are not acting as the municipal advisor, financial advisor, agent or fiduciary of the Commission; (iii) the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Commission with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriters have provided other services or are currently providing other services to the Commission on other matters); (iv) the only obligations the Underwriters have to the Commission with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement; and (v) the Commission has consulted its own legal, municipal, financial and other advisors to the extent it has deemed appropriate. 21. This Purchase Agreement shall become effective upon the execution of the acceptance hereby by the Commission, and shall be valid and binding and enforceable as of the time of such acceptance. 22. The rights and obligations created by this Purchase Agreement shall not be subject to assignment by the Underwriters or the Commission without the prior written consent of the other parties hereto. 19 DOCSOC/1863 879v3/024575-0030 23. In case any one or more of the provisions, contained herein shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not effect any other provisions hereof. 24. The validity, interpretation, and performance of this Purchase Agreement shall be governed by the laws of the State of California. Very truly yours, GOLDMAN SACHS & CO. LLC, on behalf of itself and as Representative of the Underwriters By: Authorized Representative The foregoing is hereby agreed to and accepted as of the date first above written: RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: Authorized Representative 20 DOCSOC/1863 879v3/024575-0030 EXHIBIT A UNDERWRITERS Goldman Sachs & Co. LLC Academy Securities Barclays Capital Fidelity Capital Markets Merrill Lynch, Pierce, Fenner & Smith Incorporated A-1 DOCSOC/1863 879v3/024575-0030 EXHIBIT B MATURITY SCHEDULE Maturity Date (June 1) Principal Amount Interest Rate Yield Price *Priced to par call on June 1, 20. B-1 DOCSOC/1863 879v3/024575-0030 EXHIBIT C REDEMPTION PROVISIONS Optional Redemption. The Bonds maturing on or after June 1, 20_ are subject to redemption prior to their respective stated maturities, at the option of the Commission, from any source of available funds, as a whole or in part, on any date on or after June 1, 20 at the principal amount of 2017 Series B Bonds called for redemption plus accrued interest to the date fixed for redemption, without premium. C-1 DOCSOC/1863 879v3/024575-0030 EXHIBIT D ISSUE PRICE CERTIFICATE OF THE UNDERWRITER RIVERSIDE COUNTY TRANSPORTATION COMMISSION SALES TAX REVENUE BONDS (LIMITED TAX BONDS) 2017 SERIES B The undersigned, on behalf of Goldman Sachs & Co. LLC (the "Representative"), on behalf of themselves and Merrill Lynch, Pierce Fenner & Smith Incorporated, Barclays Capital, Academy Securities and Fidelity Capital Markets (together, the "Underwriting Group"), hereby certifies as set forth below with respect to the sale and issuance of the above -captioned obligations (the "Bonds"). 1. Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A. 2. Initial Offering Price of the Hold-the-Offering-PriceMaturities. (a) The Underwriting Group offered the Hold -the- Offering -Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the "Initial Offering Prices") on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B. (b) As set forth in the Bond Purchase Agreement the Representative has agreed in writing that, (i) for each Maturity of the Hold -the -Offering -Price Maturities, they would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "hold -the -offering -price rule"), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker -dealer who is a party to the retail distribution agreement, to comply with the hold -the -offering -price rule. The Representative has not offered or sold any Maturity of the Bonds at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period. Each of the other members of the Underwriting Group and each selling group member has represented that it would not offer or sell any Maturity of the Hold -the - Offering -Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period. 3. Defined Terms. (a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the "General Rule Maturities." (b) Hold -the -Offering -Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the "Hold -the -Offering -Price Maturities." (c) Holding Period means, with respect to a Hold -the -Offering -Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date (December _, 2017), or (ii) the date on which the Underwriters have sold at least 10% of such Hold- D-1 DOCSOC/1863 879v3/024575-0030 the -Offering -Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold -the -Offering -Price Maturity. (d) Issuer means Riverside County Transportation Commission (e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities. (f) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term "related party" for purposes of this certificate means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is December 2017. (h) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public). The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the Representative's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Orrick, Herrington & Sutcliffe LLP in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. The representations set forth herein are not necessarily based on personal knowledge and, in certain cases, the undersigned is relying on representations made by the other members of the Underwriting Group. GOLDMAN SACHS & CO. LLC, on behalf of itself and as Representative of the Underwriters By: Authorized Representative Dated: December , 2017 D-2 DOCSOC/1863 879v3/024575-0030 SCHEDULE A SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING PRICES OF THE HOLD -THE -OFFERING -PRICE MATURITIES (Attached) MATURITY SCHEDULE Maturity Date (June 1) Principal Amount Interest Rate Price Yield $ % Term Bonds due June 1, 20 — Price: *; Yield *Priced to par call on June 1, 20. ** General Rule Maturities * * *Hold -the -Offering -Price Maturities D-3 DOCSOC/1863 879v3/024575-0030 SCHEDULE B PRICING WIRE OR EQUIVALENT COMMUNICATION (Attached) D-4 DOCSOC/1863 879v3/024575-0030 ATTACHMENT 6 OH&S Draft — 11 /22/ 17 ESCROW AGREEMENT between RIVERSIDE COUNTY TRANSPORTATION COMMISSION and U.S. BANK NATIONAL ASSOCIATION as Bond Trustee and Escrow Agent Dated as of December 1, 2017 Relating to Riverside County Transportation Commission Sales Tax Revenue Bonds (Limited Tax Bonds), 2013 Series A OHSUSA:767651223.2 TABLE OF CONTENTS Page Section 1. Definitions 1 Section 2. Creation and Purpose of 2013 Series A Escrow Fund. 2 Section 3. Redemption and Payment of the 2013 Refunded Bonds; Notice of Redemption and Notice of Defeasance 3 Section 4. Investment of 2013 Series A Escrow Fund; Substitution; Reinvestment 4 Section 5. Sufficiency of Escrow 5 Section 6. Payment of the 2013 Refunded Bonds 5 Section 7. Termination of Escrow Agreement 5 Section 8. Fees and Costs 5 Section 9. Successors 6 Section 10. Indemnification 6 Section 11. Capacity, Immunities and Liabilities of Escrow Agent 6 Section 12. Amendment 6 Section 13. Notices 7 Section 14. Payments Due on Non -Business Days 7 Section 15. Severability 7 Section 16. Law Governing 7 Section 17. Counterparts 7 Exhibit A Exhibit B Exhibit C Exhibit D Description of 2013 Refunded Bonds Verification Report Form of Redemption Notice Form of Defeasance Notice i OHSUSA:767651223.2 ESCROW AGREEMENT This Escrow Agreement, dated as of December 1, 2017 (this "Escrow Agreement"), is entered into by the Riverside County Transportation Commission, a public entity duly established and existing under the laws of the State of California (the "Commission"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America, as bond trustee (the "Trustee") and as escrow agent (the "Escrow Agent"). WITNESSETH: WHEREAS, the Commission has heretofore issued the Riverside County Transportation Commission Sales Tax Revenue Bonds (Limited Tax Bonds), 2013 Series A (Tax -Exempt) (the "2013 Series A Bonds"), pursuant to an Indenture, dated as of June 1, 2008 (as supplemented and amended from time to time pursuant to its terms, the "Indenture"), between the Commission and the Trustee; WHEREAS, the Commission has determined to refund and defease a portion of the outstanding 2013 Series A Bonds (the "2013 Refunded Bonds") and is issuing $[PRINCIPAL AMOUNT] aggregate principal amount of Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2017 Series B Bonds (the "2017 Series B Bonds") pursuant to the Indenture to provide, among other purposes, funds to refund and defease the 2013 Refunded Bonds pursuant to Sections 4.02, 10.02, 10.03 and 39.01 of the Indenture; WHEREAS, Section 56.02(b) of the Indenture provides for the transfer and deposit of a portion of the proceeds of the 2017 Series B Bonds, in the amount of $[ ], to pay principal and interest due on the 2013 Refunded Bonds, to the escrow fund created hereunder, such funds to be applied to refund and defease the 2013 Refunded Bonds; and WHEREAS, such funds shall be deposited in the escrow fund created hereunder in such amount as is necessary, together with interest earnings thereon, to insure the full and timely payment of the Refunding Requirements (as hereinafter defined) for the 2013 Refunded Bonds; NOW, THEREFORE, in consideration of the mutual agreements herein contained, in order to secure the payment of the Refunding Requirements as heretofore provided, the parties hereto mutually undertake, promise and agree for themselves, their respective representatives, successors and assigns, as follows: Section 1. Definitions. As used in this Escrow Agreement the following terms have the following meanings: Chief Financial Officer means the officer who is then performing the functions of Chief Financial Officer of the Commission. Defeasance Securities means securities of the type defined in the Indenture and meeting the requirements for defeasance specified in Section 10.03 of the Indenture. OHSUSA:767651223.2 Escrow Agent means U.S. Bank National Association, or any successor thereto appointed under this Escrow Agreement. 2013 Series A Escrow Fund means the fund by that name created pursuant to Section 2 hereof. Escrowed Defeasance Securities means those certain Defeasance Securities described in Exhibit B to this Escrow Agreement. Refunding Requirements means all installments of interest on and the Redemption Price of the 2013 Refunded Bonds, in each case commencing on the date hereof and concluding on June 1, 2023, when all the 2013 Refunded Bonds will have been paid or redeemed at the Redemption Price, as such payments become due, as set forth in the Verification Report included as Exhibit B to this Escrow Agreement. Redemption Price means with respect to any 2013 Refunded Bonds, 100 percent of the principal amount thereof to be redeemed, without premium, plus accrued but unpaid interest to the date fixed for redemption, payable upon redemption thereof. Indenture means the Indenture, dated as of June 1, 2008, as supplemented and amended, between the Commission and the Trustee. 2013 Refunded Bonds means the outstanding Riverside County Transportation Commission Sales Tax Revenue Bonds (Limited Tax Bonds), 2013 Series A, maturing on June 1 of the years 2024 through 2033, inclusive, and 2039, issued pursuant to the Indenture, and refunded and defeased by the 2017 Series B Bonds as set forth in Exhibit A hereto. 2017 Series B Bonds means the Riverside County Transportation Commission Sales Tax Revenue Bonds (Limited Tax Bonds), 2017 Series B, issued pursuant to the Indenture for purposes of refunding the 2013 Refunded Bonds as described herein. Trustee means U.S. Bank National Association, and its successors and assigns as trustee under the Indenture. Verification Report means the verification report, dated December 28, 2017, prepared by the Verification Agent, which is included as Exhibit B hereto. Verification Agent means Causey Demgen & Moore P.C. All other capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Indenture. Section 2. Creation and Purpose of 2013 Series A Escrow Fund. (a) There is hereby created and established with the Escrow Agent a special and irrevocable trust fund designated the 2013 Series A Escrow Fund (the "2013 Series A Escrow Fund"). The Escrow Agent shall keep the 2013 Series A Escrow Fund separate and apart from all 2 OHSUSA:767651223.2 other funds and moneys held by it and shall hold the 2013 Series A Escrow Fund in trust for the purposes described herein. All Defeasance Securities and moneys in the 2013 Series A Escrow Fund are hereby irrevocably pledged, subject to the provisions of Section 4 and Section 7 hereof, to secure the payment of the 2013 Refunded Bonds. (b) On the date of issuance of the 2017 Series B Bonds, the Escrow Agent shall deposit $[ ] into the 2013 Series A Escrow Fund, consisting of $[ ] of proceeds from the 2017 Series B Bonds received from the Trustee, on the date of issuance of the 2017 Series B Bonds, which shall be transferred to the Escrow Agent pursuant to the Indenture and the written direction of the Commission set forth in the Request and Order of the Riverside County Transportation Commission regarding redemption and defeasance, dated the date of issuance of the 2017 Series B Bonds. Such amount shall be held in the 2013 Series A Escrow Fund and paid out as provided in this Escrow Agreement and pursuant to the Indenture. Such moneys shall be sufficient for the purchase of the Escrowed Defeasance Securities identified in the Verification Report that is included as Exhibit B to this Escrow Agreement and to make the cash deposit of $[ ] to the 2013 Series A Escrow Fund identified in the Verification Report that is included as Exhibit B and shall be used by the Escrow Agent to purchase the Escrowed Defeasance Securities identified in the Verification Report that is included as Exhibit B to this Escrow Agreement and make such cash deposit on the date of issuance of the 2017 Series B Bonds. The principal of and interest on the Escrowed Defeasance Securities and any uninvested cash held hereunder shall be applied by the Escrow Agent to the payment of the Refunding Requirements applicable to the 2013 Refunded Bonds. (c) As verified by the Verification Report, the Escrowed Defeasance Securities are such that, if interest thereon and principal thereof are paid when due, the proceeds from the collection of such interest and principal, together with any uninvested cash held hereunder, will be sufficient to pay the Refunding Requirements applicable to the 2013 Refunded Bonds, when due. (d) The Escrow Agent shall hold all Defeasance Securities in the 2013 Series A Escrow Fund whether acquired as initial investments, subsequent investments or reinvestments hereunder, and the money received from time to time as principal and interest thereon, in trust, to secure, and for the payment of, the Refunding Requirements applicable to the 2013 Refunded Bonds and shall collect the principal of and interest on such Defeasance Securities held by it hereunder promptly as such principal and interest become due. Section 3. Redemption and Payment of the 2013 Refunded Bonds; Notice of Redemption and Notice of Defeasance. (a) The Escrow Agent, acting as Trustee, is hereby irrevocably instructed to redeem the 2013 Refunded Bonds on June 1, 2023 (the "Redemption Date"), at a redemption price of 100% of the principal amount thereof, together with the interest accrued thereon to, but not including, the Redemption Date, at the times and places and in the manner specified in the Indenture, such payment to be made from the 2013 Series A Escrow Fund; and (b) The Escrow Agent, acting as Trustee, is hereby further irrevocably instructed to give notice of such redemption at the time and in the manner provided in Section 4.02 of the 3 OHSUSA:767651223.2 Indenture, and in accordance with Section 10.03 of the Indenture. The Escrow Agent, as Trustee, acknowledges that these irrevocable instructions constitute satisfactory provision for the giving of notice of redemption required by Section 10.03(b) of the Indenture. Attached as Exhibit C hereto is a form of redemption notice. (c) The Escrow Agent, acting as Trustee and Dissemination Agent, is hereby further instructed to give notice of defeasance at the time and in the manner provided in Section 10.03 of the Indenture and the Continuing Disclosure Agreement of the Commission with respect to the 2013 Refunded Bonds. Attached as Exhibit D hereto is a form of defeasance notice. Section 4. Investment of 2013 Series A Escrow Fund; Substitution; Reinvestment. (a) The Commission and the Escrow Agent each shall take all remaining necessary action to have issued and registered in the name of the Escrow Agent, for the account of the 2013 Series A Escrow Fund, the Escrowed Defeasance Securities. (b) There shall be no exchange or substitution of the Escrowed Defeasance Securities, except upon: (i) the written direction of the Commission; (ii) receipt by the Commission and the Trustee of a new verification report, prepared by an independent certified public accountant, verifying the sufficiency of the amount of Defeasance Securities and cash on deposit in the 2013 Series A Escrow Fund following such exchange or substitution to pay the Refunding Requirements when due; and (iii) receipt of an opinion of nationally recognized bond counsel to the effect that such exchange or substitution will not adversely affect the exemption from federal income tax of interest on the 2013 Refunded Bonds or the 2017 Series B Bonds and that following such reinvestment the 2013 Refunded Bonds shall be deemed paid within the meaning of Section 10.01 of the Indenture. The Escrow Agent shall not be liable or responsible for any loss resulting from any substitution of securities made pursuant to this Escrow Agreement and in full compliance with the provisions hereof. (c) Except as otherwise provided herein, the Escrow Agent shall not reinvest any cash portion of the 2013 Series A Escrow Fund and shall hold such cash portion uninvested in such 2013 Series A Escrow Fund; provided, however, that after receiving (i) an opinion of nationally recognized bond counsel to the effect that such reinvestment will not adversely affect the exemption from federal income taxation of interest on the 2013 Refunded Bonds or the 2017 Series B Bonds and (ii) a new verification report, prepared by an independent certified public accountant, to the effect that such reinvestment will not adversely affect the sufficiency of the amount of Defeasance Securities and cash on deposit in the 2013 Series A Escrow Fund to pay the Refunding Requirements when due, the Escrow Agent may, at the written direction of the Commission, reinvest any cash portion of such 2013 Series A Escrow Fund in Defeasance Securities. The Escrow Agent shall not be liable or responsible for any loss resulting from any reinvestment made pursuant to this Escrow Agreement and in full compliance with the provisions hereof. (d) The Escrow Agent shall furnish the Commission periodic cash transaction statements which include detail for all investment transactions effected by the Escrow Agent or brokers selected by the Commission. Upon the Commission's election, such statements will be 4 OHSUSA:767651223.2 delivered via the Escrow Agent's online service and upon electing such service, paper statements will be provided only upon request. The Commission waives the right to receive brokerage confirmations of security transactions effected by the Escrow Agent as they occur, to the extent permitted by law. The Commission further understands that trade confirmations for securities transactions effected by the Escrow Agent will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker. Section 5. Sufficiency of Escrow. Moneys deposited in the 2013 Series A Escrow Fund, including the investment earnings thereon and any uninvested cash, shall be in an amount, as determined by the Commission and as verified by the Verification Report, that at all times shall be sufficient to meet the Refunding Requirements not theretofore met. If at any time the Escrow Agent shall have actual knowledge that the moneys in the 2013 Series A Escrow Fund, including the investment earnings thereon and any uninvested cash, will not be sufficient to meet the Refunding Requirements, the Escrow Agent shall notify the Chief Financial Officer of the Commission of such deficiency in writing as soon as reasonably practicable. Upon receipt of such notice, the Commission will promptly use its best efforts (but is not legally required) to pay to the Escrow Agent, from any legally available moneys, and the Escrow Agent shall deposit in the 2013 Series A Escrow Fund, the amount necessary to make up the deficiency. The Escrow Agent shall not be liable or responsible for any loss resulting from its failure to give such notice nor from the Commission's failure to make any such payment. Section 6. Payment of the 2013 Refunded Bonds. The Commission hereby requests and irrevocably instructs the Escrow Agent, and the Escrow Agent hereby agrees to collect and deposit in the 2013 Series A Escrow Fund the principal of and interest on all Escrowed Defeasance Securities held for the account of such 2013 Series A Escrow Fund promptly as such principal and interest become due, and to apply such principal and interest, together with any other moneys and the principal of and interest on any other Defeasance Securities deposited in such 2013 Series A Escrow Fund, to the payment of the principal of and interest on and redemption price of the 2013 Refunded Bonds at the places and in the manner stipulated in the Indenture and herein. Section 7. Termination of Escrow Agreement. When the Escrow Agent shall have transferred, pursuant to Section 6 hereof, such moneys as are required to pay in full and discharge all of the 2013 Refunded Bonds, the Escrow Agent, after payment of all fees and expenses of the Escrow Agent, shall, in accordance with Section 10.04 of the Indenture, immediately transfer any amounts remaining in the 2013 Series A Escrow Fund to the Commission and this Escrow Agreement shall terminate. Section 8. Fees and Costs. (a) The Escrow Agent's fees, expenses and reimbursement for costs incurred for and in carrying out the provisions of this Escrow Agreement have been fixed by separate agreement with the Commission. The Escrow Agent shall also be entitled to additional fees, expenses and reimbursement for costs incurred from the Commission, including but not limited to, legal and accounting services in connection with any litigation or other proceedings that may at any time be 5 OHSUSA:767651223.2 instituted involving this Escrow Agreement (other than fees, expenses and costs due to the negligence or willful misconduct of the Escrow Agent). (b) Payments to the Escrow Agent pursuant to this Section 8 shall not be for deposit in the 2013 Series A Escrow Fund, and the fees of and all expenses and costs incurred by the Escrow Agent, including without limitation any accruing under the terms of this Escrow Agreement, shall not be a charge on and in no event shall be deducted from the 2013 Series A Escrow Fund. Section 9. Successors. Any successor to the Trustee under Article VIII of the Indenture shall automatically and without further action be the successor to the Escrow Agent hereunder and be deemed to have assumed all duties and responsibilities of the Escrow Agent provided by the terms hereof. Section 10. Indemnification. The indemnification afforded to the Trustee under Section 8.06 of the Indenture shall extend to the Escrow Agent hereunder. Section 11. Capacity, Immunities and Liabilities of Escrow Agent. The Escrow Agent is entering into this Escrow Agreement in its capacity as Trustee under the Indenture and shall be entitled to the rights, protections, limitations from liability and indemnification afforded in Article VIII of the Indenture, including, without limitation, the protections and limitations from liability set forth in Section 8.04 of the Indenture and the right to resign set forth in Section 8.01 of the Indenture. The Escrow Agent shall perform such duties and only such duties as are specifically set forth in this Escrow Agreement and no implied duties or obligations shall be read into this Escrow Agreement against the Escrow Agent. The liability of the Escrow Agent to make payments required pursuant to this Escrow Agreement shall be limited to the cash and Escrowed Defeasance Securities held on deposit in the 2013 Series A Escrow Fund. The Escrow Agent shall not be liable or responsible for any loss resulting from any investment or reinvestment made pursuant to this Escrow Agreement and in full compliance with the provisions hereof. Subject to the provisions of Section 7 hereof, moneys held by the Escrow Agent hereunder are to be held and applied for the payment of the 2013 Refunded Bonds in accordance with the Indenture. Section 12. Amendment. This Escrow Agreement is made for the benefit of the Commission and the Owners from time to time of the 2013 Refunded Bonds. This Escrow Agreement shall not be repealed, revoked, altered or amended without the written consent of all such Owners; provided, however, that the Commission and the Escrow Agent may, but without the consent of, or notice to, such Owners, enter into such agreements supplemental to this Escrow Agreement for any one or more of the following purposes: (i) to cure any ambiguity or inconsistency or formal defect or omission in this Escrow Agreement; (ii) to grant to, or confer upon, the Escrow Agent for benefit of such Owners any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such Owners or the Escrow Agent; (iii) to subject to this Escrow Agreement additional funds, securities or properties; and (iv) to make any other amendment that does not materially adversely affect the rights of any Owners of the 2013 Refunded Bonds; provided, however that no such agreement supplemental to this Escrow Agreement shall modify or amend the irrevocable pledge of the 2013 Series A Escrow Fund, the provisions requiring delivery of an opinion of nationally recognized bond counsel and a verification report to the Escrow Agent prior to any substitution of securities and the provisions 6 OHSUSA:767651223.2 requiring delivery of an opinion of nationally recognized bond counsel and a verification report to the Escrow Agent prior to any reinvestment, without the consent of all Owners of the 2013 Refunded Bonds. Prior to entering into such agreement supplemental to this Escrow Agreement, the Escrow Agent may rely upon an opinion of bond counsel that such agreement supplemental to this Escrow Agreement complies with the terms hereof. Section 13. Notices. All notices and communications hereunder shall be in writing and shall be deemed to be duly given if received or if sent by first class mail, as follows: If to the Commission: If to the Trustee and Escrow Agent: Riverside County Transportation Commission P.O. Box 12008 Riverside, California 92502 Attention: Chief Financial Officer Telephone: (951) 787-7926 Fax: (951) 787-7920 U.S. Bank National Association 633 West Fifth Street, 24th Floor Los Angeles, California 90071 Attention: Corporate Trust Department Telephone: (213) 615-6023 Fax: (213) 615-6197 Section 14. Payments Due on Non -Business Days. Any payment or transfer which would otherwise become due on a day that is not a Business Day (as such term is defined in the Indenture) need not be made on such day but shall be made on the next succeeding Business Day (as such term is defined in the Indenture), with the same force and effect as if made on the date due. Section 15. Severability. If any section, paragraph, clause or provision of this Escrow Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Escrow Agreement. Section 16. Law Governing. This Escrow Agreement is made in the State of California and is to be construed under the Constitution and laws of such State. Section 17. Counterparts. This Escrow Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 7 OHSUSA:767651223.2 IN WITNESS WHEREOF, the Riverside County Transportation Commission has caused this Escrow Agreement to be signed in its name by its duly authorized officer, and U.S. Bank National Association, has caused this Escrow Agreement to be signed in its name by its duly authorized officer, all as of the day and year first above written. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: Chief Financial Officer U.S. BANK NATIONAL ASSOCIATION, as Trustee and Escrow Agent By: Authorized Officer S-1 OHSUSA:767651223.2 EXHIBIT A DESCRIPTION OF 2013 REFUNDED BONDS [TO BE UPDATED FOLLOWING PRICING] Riverside County Transportation Commission Sales Tax Revenue Bonds (Limited Tax Bonds) 2013 Series A Redemption Date: June 1, 2023 Maturity Original Interest Original Date Principal Rate CUSIP No. Redemption (June 1) Amount (%) (769125)* Price 2024 $15,425,000 5.25% ED3 100% 2025 16,235,000 5.25 EE1 100 2026 17,090,000 5.25 EF8 100 2027 17,985,000 5.25 EG6 100 2028 18,930,000 5.25 EH4 100 2029 19,925,000 5.25 EJO 100 2030 20,970,000 5.25 EK7 100 2031 22,070,000 5.25 EL5 100 2032 23,230,000 5.25 EM3 100 2033 24,450,000 5.25 EN1 100 20391 176,135,000 5.25 EP6 100 CUSIP numbers provided above are provided for the convenience of the Escrow Agent. The Riverside County Transportation Commission is not responsible for the accuracy or completeness of any of the CUSIP numbers. Term Bond OHSUSA:767651223.2 EXHIBIT B VERIFICATION REPORT [See Tab #_] OHSUSA:767651223.2 EXHIBIT C FORM OF REDEMPTION NOTICES [See Tab #_] OHSUSA:767651223.2 EXHIBIT D FORM OF DEFEASANCE NOTICE OHSUSA:767651223.3 NOTICE OF DEFEASANCE [TO BE UPDATED FOLLOWING PRICING] The Riverside County Transportation Commission (the "Commission") hereby provides notice of the following material events related to the following bond issue: Riverside County Transportation Commission Sales Tax Revenue Bonds (Limited Tax Bonds), 2013 Series A Each maturity of the Refunded Bonds relating to this notice (as defined below) is identified by the corresponding CUSIP number set forth below: 2013 Series A Bonds Redemption Date: June 1, 2023 Maturity Original Interest Original Date Principal Rate CUSIP No. Redemption (June 1) Amount (%) (769125)* Price 2024 $15,425,000 5.25% ED3 100% 2025 16,235,000 5.25 EE1 100 2026 17,090,000 5.25 EF8 100 2027 17,985,000 5.25 EG6 100 2028 18,930,000 5.25 EH4 100 2029 19,925,000 5.25 EJO 100 2030 20,970,000 5.25 EK7 100 2031 22,070,000 5.25 EL5 100 2032 23,230,000 5.25 EM3 100 2033 24,450,000 5.25 EN1 100 20391 176,135,000 5.25 EP6 100 The CUSIP numbers listed above are provided for the convenience of Bond holders. The Commission is not responsible for the accuracy of such numbers. Material Event Notices: Defeasance of Bonds. On December 28, 2017, the Commission refunded the bonds identified in the table above (the "Refunded Bonds"), by depositing a portion of the proceeds of its Riverside County Transportation Commission Sales Tax Revenue Bonds (Limited Tax Bonds), 2017 Series B, with U.S. Bank National Association, as escrow agent (the "Escrow Agent") pursuant to the Escrow Agreement, dated as of December 1, 2017 (the "Escrow Agreement"), by and between the Commission and the Escrow Agent. Under the terms of the Escrow Agreement, the Escrow Agent holds cash and securities as required by the Indenture, dated as of June 1, 2008, as supplemented and amended, between the Commission and U.S. Bank National Association, as trustee (the "Indenture"), to provide for the defeasance of the Refunded Bonds. In addition, under the terms of the Escrow Agreement, the Commission has given the instructions, provided for the notices and has otherwise satisfied the requirements of the Indenture so the Refunded Bonds are OHSUSA:767651223.3 deemed paid and discharged within the meaning and with the effect expressed in the Indenture and are no longer outstanding under the Indenture, and the Commission's obligations under the Continuing Disclosure Agreement relating to the Refunded Bonds have terminated in accordance with its terms. Other Matters: This notice is provided pursuant to the Continuing Disclosure Agreement relating to the Refunded Bonds. The filing of this notice does not constitute or imply any representation regarding any other financial or operating information about the Commission or any representation that no other circumstances or events have occurred which may have a bearing on the Commission's financial condition or an investor's decision to buy, sell or hold the Bonds. Dated: December 28, 2017 RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: Chief Financial Officer OHSUSA:767651223.3 ATTACHMENT 7 Agreement No. 05-19-510-13 AMENDMENT NO. 13 TO THIS AGREEMENT FOR BOND COUNSEL SERVICES 1. PARTIES AND DATE This Amendment No. 13 to the Agreement for Bond Counsel Services is made and entered into as of , 2017, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("Commission") and ORRICK, HERRINGTON & SUTCLIFFE LLP ("Consultant"), a limited liability partnership. 2. RECITALS 2.1 The Commission and the Consultant have entered into an agreement No. 05-19-510 dated April 5, 2005 for the purpose of providing bond counsel services (the "Master Agreement"). 2.2 The Commission and the Consultant have entered into an Amendment No. 1 to the Master Agreement, dated November 14, 2006, for the purpose of bond counsel tasks related to an interest rate swap transaction in connection with the Commission's commercial paper notes under the 2009 Measure A, including a maximum of two (2) counterparty agreements. 2.3 The Commission and the Consultant have entered into an Amendment No. 2 to the Master Agreement, dated December 19, 2008, for the purpose of bond counsel services related to the termination of the Lehman Brothers Derivative Products (LBDP) interest rate swap, the review of documentation relating to the execution of a replacement swap, and commercial paper issues resulting from the bankruptcy filing of Lehman Brothers Holdings (LBH). 2.4 The Commission and the Consultant have entered into an Amendment No. 3 to the Master Agreement, dated January 1, 2010 for the purpose of extending the term, and providing additional compensation for bond counsel services related to extension of the direct draw letter of credit related to the 2005 Commercial Paper Program and bond counsel services related to the 2009 Measure A debt limit. 2.5 The Commission and the Consultant have entered into an Amendment No. 4 to the Master Agreement, dated June 15, 2010 for the purpose of extending the term and providing additional compensation for bond counsel services. 2.6 The Commission and the Consultant have entered into an Amendment No. 5 to the Master Agreement, dated June 15, 2011 for the purpose of extending the term and providing additional compensation for bond counsel services. 2.7 The Commission and the Consultant have entered into an Amendment No. 6 to the Master Agreement, dated July 1, 2012 for the purpose of extending the term and providing additional compensation for bond counsel services. 2.8 The Commission and the Consultant have entered into an Amendment No. 7 to the Master Agreement, dated June 30, 2013 for the purpose of extending the term and providing additional compensation for bond counsel services. 2.9 The Commission and the Consultant have entered into an Amendment No. 8 to the Master Agreement, dated July 30, 2014 for the purpose of extending the term and providing additional compensation for bond counsel services. 2.10 The Commission and the Consultant have entered into an Amendment No. 9 to the Master Agreement, dated July 30, 2015 for the purpose of extending the term and providing additional compensation for bond counsel services. 2.11 The Commission and the Consultant have entered into an Amendment No. 10 to the Master Agreement, dated June 30, 2016 for the purpose of extending the term and providing additional compensation for bond counsel services. 2.12 The Commission and the Consultant have entered into an Amendment No. 11 to the Master Agreement, dated September 14, 2016, for the purpose of amending the Services, as defined in the Master Agreement, to include the provision of bond counsel services related to termination of the Deutsche Bank swap and issuance of refunding bonds for the 2009 Series A Bonds, and to provide additional funding for the Services. 2.13 The Commission and the Consultant have entered into an Amendment No. 12 to the Master Agreement dated, June 30, 2017, for the purpose of extending the term and for providing additional compensation for continued bond counsel services. 2.14 The parties now desire to amend the Master Agreement in order to provide additional compensation for bond counsel services related to an advance refunding of a portion of the 2010 Series A Sales Tax Revenue Bonds and 2013 Series A Sales Tax Revenue Bonds with the proceeds from the issuance of 2017 Series A Refunding Bonds. 2 17336.00009\29991347.1 3. TERMS 3.1 The maximum compensation for Services performed pursuant to this Amendment shall be Seven Hundred Seventy -Five Thousand Dollars ($100,000). Work shall be performed at the rates set forth in the Master Agreement. 3.2 Except as amended by this Amendment No. 13, all provisions of the Master Agreement, as previously amended, including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the parties under this Amendment. 3.3 This Amendment shall be governed by the laws of the State of California. Venue shall be in Riverside County. 3.4 This Amendment may be signed in counterparts, each of which shall constitute an original. [Signatures on following page] 3 17336.00009\29991347.1 SIGNATURE PAGE TO AGREEMENT NO. 05-19-510-13 IN WITNESS WHEREOF, the parties hereto have entered into the Agreement as of the date first herein above written. RIVERSIDE COUNTY ORRICK, HERRINGTON & TRANSPORTATION COMMISSION SUTCLIFFE LLP By: By: John F. Tavaglione, Chair Signature APPROVED AS TO FORM: By: Best Best & Krieger LLP Counsel to the Riverside County Transportation Commission 17336.00009\29991347.1 4 Name Title DEBTF1NANCING PROGRAM Taking Advantage of OpportunitiesWhile They Last Th e re sia Trevino, Chief 1 rin a n c is 1 Officer 113FDebt Financing Program A History of Innovative Financing • Commercial paperallowed financing projectspriorto collection of 2009 Measure A • Use of swapsto hedge against potential interest rate increases • Financing structuresintegrating toll and salestax revenuesto minimize salestax requirement • RCTC isone of TIFIA'smost active participants Measure A • Sales Tax Revenue Bonds • Commercial Paper • Forward Interest Rate Sivaps DEC EM BER 13, 2017 1 113FDebt Financing Program Municipal Bonds Basics Promise to repay principa borrowed from investors • Debt service paid in installments Sold in public capital markets to many investors • Different maturitiesand interest rates appeal to variousinvestors • Generally resultsin lowest cost of capital • Tax-exempt ortaxable • Principal: paramount orface value • Bond: legal security of debt service obligations, often sold in $5,000 denominations • Coupon: interest rate isqaer paysto bondholders • Yield: investment return overtime accounting for purchase premium/discount • Maturity: date principal paymentsdue • Debt Service: sum of principal and interest DEC EMBER 13, 2017 2 lijiDebt Financing Program What Are the Steps to Issue Bonds? Plan of Finance • Finance Team Documentation • Legal documents • Resolution • Indenture • Official Statement Credit Analysis • Presentation • Rating Board approval • Plan • Legal documents • Official Statement Sale of Bonds • Official Statement • Investor marketing • Pricing and sale • Closing D EC EM BER 13, 2017 3 113FDebt Financing Program Who's Who on Financing Team? Financial (Municipal) Advisor Othj�ecialirequir Rating Agency(s) Disclosure Counsel DEC EMBER 13, 2017 4 113FDebt Financing Program Plan of Finance: Use of Bond Proceeds New Money • Capital projects • Costsof bond issuance • Retire short-term debt like CP • Debt service reserve fund • Prefunded or"capitalized" interest Refund ings • Applicable to callable tax-exempt bonds • Often after 10 years or escrow to refund in advance of call • Call option can increase initial interest rates • Usually at lower interest rates • Generate cash flow • Result in present value savings • Lessfrequently to restructure debt service or modify terms/covenants 11.111 D EC EM BER 13, 2017 5 113FDebt Financing Program Bond Issue Considerations Interest Rate aipply of tax -exempts Demand Credit spread Structure Amortization • Level debt service • Delayed/increasing debt service • "Bullet" maturity Maturities • Serial bonds • Term bonds • Capital appreciation bonds (zero coupon) Pricing Fixed vs. Va ria b le Par, Premium, or Discount DEC EMBER 13, 2017 6 113FDebt Financing Program Bond Issue Examples $462,200,000 Sales Tax Revenue Bonds, Series 2013A Bond Maturity Component Date Amount Rate Yield Price Serial Band 6/1/2018 $ 22,960,000 5.000% 1.900% $114.468 6/1/2019 12,090,000 5.000% 2.230% 115.259 6/1/2020 12,690,000 5.00D% 2.550% 115.432 6/1/2021 13,325,00D 5.000% 2.880% 114.900 6/1/2022 13,995,000 5.000% 3.190% 113.940 6/1/2023 14,695,000 5.000% 3.390% 113.454 6/1/2024 15,425,000 5.250% 3.590% 113.738 6/1/2025 16,235,000 5.250% 3.720% 112.582 6/1/2026 17,090,00D 5.250% 3.860% 111.354 6/1/2027 17,985,000 5.250% 4.000% 110.141 6/1/2028 18,930,000 5.250% 4.130% 109.030 6/1/2029 19,925,000 5.250% 4.240% 108.1DD 6/1/2030 20,970,000 5.250% 4.330% 107.346 6/1/2031 22,070,000 5.250% 4.390% 106.8 -7 6/1/2032 23,230,000 5.250% 4.440% 106.433 6/1/2033 24,450,0DD 5.250% 4.490% 106.021 286,065,00D Term Bond Due 6/1/2039 176,135,000 5.250% 4.670% 104.555 Priced to call on June 1, 2023 $158,760,000 Sales Tax Revenue Bonds, Series 2017A Bond Maturity Component Date Amount Rate Yield Price Serial Bond 6/1/2018 $ 3,710,00D 5.D00% 0.820% $103.601 6/1/2019 4,470,00D 5. D00% 0.970% 107.435 6/1/2020 4,690,00D 3. D00% 1.D70% 105.433 6/1/2021 4,835,000 5.000% 1.160% 114.477 6/1/2022 5,D75,000 4.000% 1.290% 112.742 6/1/2023 5,280,000 5.600% 1.420% 12D. 081 6/1/2024 5,540,000 5.000% 1.550% 122.388 6/1/2025 5,820,000 5.000% 1.690% 124.284 6/1/2026 6,110,000 5.000% 1.860% 125.555 6/1/2027 6,415,000 5.000% 2.050% 126.228 6/1/2028 6,735,000 5.000% 2.230% 124.408 6/1/2029 7,075,000 5.000% 2.410% 122.620 6/1/2030 7,425,000 5.000% 2.550% 121.250 6/1/2031 7,800,000 5.000% 2.650% 120.282 6/1/2032 1,650,000 3.000% 3.100% 98.813 6/1/2032 6,535,000 5.000% 2.710% 119.706 6/1/2033 8,565,000 5. D00% 2.760% 119.229 6/1/2034 8,990,000 5. D00% 2.820% 118.658 6/1/2035 1,570,00D 3.125% 3.260% 98.180 6/1/2035 7,870,000 5. D00% 2.860% 118.280 6/1/2036 9,885,000 5.000% 2.890% 117.997 6/1/2037 10,380,006 5. D00% 2.910% 117.809 6/1/2038 10,895,000 5.000% 2.950% 117.434 6/1/2039 11,440,000 5.000% 2.970% 117.247 Priced to call on June 1, 2027 Sales Tax Debt Profile (FY, $mm) MO Ilan 1120 Ilan $00 160 W0 $20 Total Debt Service Revenue 1 Coverage 105 1e ° 1pl9 1.0 1p3ti 1.0 1.0 tips DEC EMBER 13, 2017 7 113FDebt Financing Program How Are Bonds Issued? Underwriters Retail Investors DEC EMBER 13, 2017 8 PrDebt Financing Program What Ha ppens After Bonds Are Issued? Debt Proceeds Debt Service • Issuance costs • Capital expenditures • Refund outstanding debt • Annual principal • Interest (monthly/semiannually) • Material events Continuing Disclosure • Annual report • Other reporting Analysis • Ratings • Market conditions • Regulatory environment DEC EM BER 13, 2017 9 PrDebt Financing Program Tax Reform Fasks Private activity � uestration bonds a • No current impact to capital projects • Possible additional reduction or elimination of 2010 Series B Build America Bonds subsidy Advance Refund ings • Potential elimination would minimize ability to lower interest rate and capture debt service savings DEC EMBER 13, 2017 10 113FDebt Financing Program Advance Refunding Opportunity Refund $410 million par bonds • $37.6 million 2010 SeriesA bonds • $372.4 million 2013 , riesA bonds Issue $392million par bonds • At $84million premium • $18 million increase in debt capacity Achieve substantial savings • $49 million of cash flow • $37 million net present value • 9%(minimum target of 3%) Legally defease refunded bonds • Measure A lien released and bond snot outstanding • Investorsonly claim isdefeasance escrow Preliminary amounts subject to change Advance Refunding of 2010 Series and 2013 Bonds $60,000,000 $50,000,000 $40,000,000 $30,000,000 $20,000,000 $10,000,000 1 $- Prior Debt Service Refunding Debt Service Savings DEC EMBER 13, 2017 11 113FDebt Financing Program Advance Refunding Escrows • Refunding bondssold Un d e rw rite rs LBidssolicited for vestment portfolio at west cost ield on investments mited to yieId on onds 0 Bidding Agent • Escrow calculations are verified Verification Agent A I J Esc ro w Agent • Bond proceeds transferred to e sc ro w DEC EMBER 13, 2017 12 1 i 113FDebt Financing Program Financing Documents Resolution 17-015 Official Statement Continuing Disclosure 0 Supplemental Indenture Bond Purchase Agreement Escrow Agreement Form { { P I • Authorizes issua nce and refunding • Authorizesexecution and delivery of documentsand other actions • aimmarizessalestax financing and risks • Provides information on RCTC, Measure A, and projects • Setsforth RCTC reporting requirements • Assistsunderwriter compliance with SEC regulation • Describestermsand conditionsof 2017 SeriesBRefunding Bonds 1 • Establishescontract for underwriter syndicate purchase of bonds • Providesfortransfer and deposit of bond proceedsto pay refunded bondsdebt service DEC EMBER 13, 2017 13 PrDebt Financing Program Advance Refunding Accelerated Timeline 11/2 • Tax reform unveiled • Finance team activated 12/4 12/ 12 12/ 18-19 • Rating • Ratings • Bond pricing Presentation received and sale • • • • • • • 11/27 12/11 • B&I • Underwriter approval team due diligence 12/13 • Commission approval • POSposted DEC EMBER 13, 2017 14 12/ 28 • Financial close AGENDA ITEM 11 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: December 13, 2017 TO: Riverside County Transportation Commission FROM: John Standiford, Deputy Executive Director THROUGH: Anne Mayer, Executive Director SUBJECT: Election of Riverside County Transportation Appointment of Executive Committee Members Commission Officers and STAFF RECOMMENDATION: This item is for the Commission to: 1) The Commission to conduct an election of officers for 2018 — Chair, Vice Chair, and Second Vice Chair; and 2) The Riverside County Board of Supervisor Commission members to appoint three representatives to the Executive Committee, if necessary. BACKGROUND INFORMATION: Election of Officers In accordance with the Administrative Code, the Commission must annually hold an election of officers at its first meeting in December. The changes will be effective on January 1 of the following year. The officers of the Commission shall consist of the Chair, Vice Chair, and Second Vice Chair. At its October 9, 2013 meeting, the Commission adopted an amendment to the Administrative Code to modify the officer rotation procedure. Rather than requiring the city and county members alternate every year in the officer positions, the new policy requires there be at least one Supervisor and one city councilmember among the three officer positions at all times. For 2017, John Tavaglione served as Chair, Dana Reed as Vice Chair, and Chuck Washington as Second Vice Chair. For 2018, the Second Vice Chair shall be a regular member of the Commission representing either a city or the Riverside County Board of Supervisors. Attachments: 1) List of Past Commission Chairs 2) Administrative Code Excerpt Election of Chair, Vice Chair and Second Vice Chair Agenda Item 11 247 RIVERSIDE COUNTY TRANSPORTATION COMMISSION COMMISSION CHAIRS 2017 John F. Tavaglione County of Riverside — District 2 2016 Scott Matas City of Desert Hot Springs 1998 Bob Buster County of Riverside — District 1 2015 Daryl R. Busch City of Perris 1998 Bob Buster County of Riverside — District 1 2014 Marion Ashley County of Riverside — District 5 1997 Bob Buster County of Riverside — District 1 2013 Karen Spiegel City of Corona 1996 Alex Clifford City of Riverside 2012 John J. Benoit County of Riverside — District 4 1995 Alex Clifford City of Riverside 2011 Greg Pettis City of Cathedral City 1994 Corky Larson County of Riverside — District 4 2010 Bob Buster County of Riverside — District 1 1993 Al Lopez City of Corona 2009 Bob Magee City of Lake Elsinore 1992 Al Lopez City of Corona 2008 Jeff Stone County of Riverside — District 3 1991 Kay Ceniceros County of Riverside — District 3 2007 Terry Henderson City of La Quinta 1990 Kay Ceniceros County of Riverside — District 3 2006 Marion Ashley County of Riverside — District 5 1989 Jack Clarke City of Riverside 2005 Robin Lowe City of Hemet 1988 Don Baskett City of Hemet 2004 Roy Wilson County of Riverside — District 4 1987 Melba Dunlap County of Riverside — District 2 2003 Ron Roberts City of Temecula 1986 Jean Mansfield City of Riverside 2002 John Tavaglione County of Riverside — District 2 1985 Susan Cornelison Public Member 2001 Will Kleindienst City of Palm Springs 1984 Susan Cornelison Public Member 2000 Tom Mullen County of Riverside — District 5 1983 Roy Wilson City of Palm Desert 1999 Jack van Haaster City of Murrieta 1982 Norton Younglove County of Riverside — District 5 1981 Jean Mansfield City of Riverside 1980 Donald Schroeder County of Riverside — District 2 1979 Donald Schroeder County of Riverside — District 2 1978 Russell Beirich City of Palm Springs 1977 Russell Beirich City of Palm Springs 248 ATTACHMENT 2 EXCERPT FROM THE COMMISSION'S ADMINISTRATIVE CODE, ARTICLE III, SECTION B B. ELECTION OF CHAIR, VICE CHAIR AND SECOND VICE CHAIR. The Commission annually, at its first meeting in December, and at such other times as there may be a vacancy in either office, shall elect a Chair who shall preside at all meetings, a Vice Chair who shall preside in the absence of the Chair, and a Second Vice Chair who shall preside in the absence of the Chair and the Vice Chair. The Chair, the Vice Chair, and the Second Vice Chair shall be elected by the Commission at its first meeting in December for a one-year term. The changes will be effective on January 1. The election for each position is as follows: 1. At the start of the agenda item, Commission Board members may nominate one or more regular members to fill the positions of Chair, Vice Chair, and Second Vice Chair. Each nomination must be seconded in order to qualify that member for the election. Only those members nominated and seconded shall be part of the selection process set forth below. 2. If no objections are made, the nominations will be closed when the Chair makes a formal announcement closing the nomination period. 3. If only one nomination is received for a position, the Chair shall call on the Commission's Board of Director's to approve the nomination. If more than fifty (50%) percent of the votes cast approve that nominee, the nominee shall be elected and the election for that position shall be consider complete. If the nominee fails to obtain more than fifty percent (50%) of votes cast by the Board, the process for electing a member to the desired position shall begin again from paragraph 1. 4. If two nominations are received for a position, the Chair shall call for the Commission's Board of Director's to cast votes for one of the nominees. Both nominees shall be voted on using a single written ballot. If one of the nominees receives more than fifty percent (50%) of the votes cast, that nominee shall be elected and the election for that position shall be considered complete. If the election fails to result in a nominee with more than fifty percent (50%) of the vote, the nominee with the most votes will be placed before the Commission's Board of Directors for approval. The nominee must be approved by more than fifty percent (50%) of the votes cast by the Board in order to be elected to the desired position. If the nominee fails to obtain more than fifty percent (50%) of the Board's vote, the process for electing a person to the desired position shall begin again from paragraph 1. 5. If there are more than two nominees, the following steps shall be followed in the order set forth below: (a) The Chair shall call for the Commission's Board of Directors to cast votes for one of the nominees. All nominees shall be voted on using a single written ballot. If one nominee receives more than fifty percent (50%) of the votes cast that nominee shall be elected and the election for that position shall be considered complete. If the vote fails to result in a nominee receiving more than fifty percent (50%) of the votes cast, the two nominees with the most votes will be placed in a runoff election. 249 (b) The winning nominee in the runoff election is selected if that nominee receives more than fifty percent (50%) of the votes cast. In that case, the election for that position shall be considered complete. (c) If the runoff election fails to result in a nominee with more than fifty percent (50%) of the vote, the nominee with the most votes will be placed before the Commission's Board of Directors for approval. (d) If the nominee receives more than fifty percent (50%) of the votes cast, the nominee shall be elected and the election for that position shall be considered complete. (e) If the nominee placed before the Commission's Board of Directors fails to obtain more than fifty percent (50%) of the votes cast, the process for electing a person to the desired position shall begin again from Paragraph 1, above (f) If there is a tie in any step in the election process and the next step of the process cannot proceed, then one or more tie -breaking votes will occur in which all members of the Commission's Board of Directors present at the meeting will be allowed to vote again. The winning nominee must receive more than fifty percent (50%) of the votes cast to be elected. At any point the Commission may vote to suspend the vote until a subsequent meeting. If the Chair has been selected prior to the vote to suspend, the new Chair shall be seated when his or her term commences, but shall relinquish his or her seat as the Vice Chair if applicable. If the Chair and Vice Chair have been selected prior to the vote to suspend, the new Vice Chair shall also seated when his or her term commences, but shall relinquish his or he seat as Second Vice Chair, if applicable. The tally of all votes taken by written ballot hereunder shall be read aloud by the Clerk of the Board immediately following the vote. The written ballots shall be retained by the Clerk of the Board as part of the public record of the meeting. The Chair, the Vice Chair, and the Second Vice Chair shall regularly alternate between regular members of the Commission representing a city and a regular member of the Commission who is a member of the Riverside County Board of Supervisors. At all times, at least one of three officer slots — Chair, Vice Chair, or Second Vice Chair — shall be held by a member of the Riverside County Board of Supervisors. During the time in which the Chair is a regular member of the Commission representing a city, either the Vice Chair or the Second Vice Chair, or both, shall be a regular member of the Commission who is a member of the Riverside County Board of Supervisors. During the time in which the Chair is a regular Commission member who is a member of the Riverside County Board of Supervisors, either the Vice Chair or the Second Vice Chair, or both, shall be a regular member of the Commission representing a city in order to ensure the participation of both city and county representatives in leadership positions. 250 12/13/2017 1 12/13/2017 01* a T. Ahab. 91/PERRIS VALLEY 'LINE pni.vow 2 12/13/2017 RCTC Commissioner from 1999 to 2016 RCTC Chair in 2015 3