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03 March 14, 2018 CommissionComments are welcomed by the Commission. If you wish to provide comments to the Commission, please complete and submit a Speaker Card to the Clerk of the Board. MEETING AGENDA TIME/DATE: 9:30 a.m. / Wednesday, March 14, 2018 LOCATION: BOARD ROOM County of Riverside Administrative Center 4080 Lemon Street, First Floor, Riverside COMMISSIONERS Chair – Dana Reed Vice Chair – Chuck Washington Second Vice Chair – Ben J. Benoit 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 / Linda Molina, City of Calimesa Randall Bonner / Vicki Warren, City of Canyon Lake Greg Pettis / Shelley Kaplan, City of Cathedral City Steven Hernandez / To Be Appointed, City of Coachella Karen Spiegel / Randy Fox, City of Corona Scott Matas / Russell Betts, City of Desert Hot Springs Adam Rush / Clint Lorimore, City of Eastvale Linda Krupa / Russ Brown, City of Hemet Dana Reed / To Be Appointed, City of Indian Wells Michael Wilson / Glenn Miller, City of Indio Brian Berkson / Verne Lauritzen, City of Jurupa Valley Kathleen Fitzpatrick / Robert Radi, City of La Quinta Bob Magee / Natasha Johnson, City of Lake Elsinore Neil Winter / John Denver, City of Menifee Victoria Baca / Ulises Cabrera, City of Moreno Valley Rick Gibbs / Jonathan Ingram, City of Murrieta Berwin Hanna / Ted Hoffman, City of Norco Jan Harnik / Kathleen Kelly, City of Palm Desert Lisa Middleton / Geoffrey Kors, City of Palm Springs Michael M. Vargas / Rita Rogers, City of Perris Ted Weill / Charles Townsend, City of Rancho Mirage Rusty Bailey / Andy Melendrez, City of Riverside Andrew Kotyuk / Scott Miller, City of San Jacinto Michael S. Naggar / Matt Rahn, City of Temecula Ben J. Benoit / Timothy Walker, City of Wildomar John Bulinski, Governor’s Appointee Caltrans District 8 COMM-COMM-00078 RIVERSIDE COUNTY TRANSPORTATION COMMISSION www.rctc.org AGENDA* *Actions may be taken on any item listed on the agenda 9:30 a.m. Wednesday, March 14, 2018 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. PUBLIC COMMENTS – Each individual speaker is limited to speak three (3) continuous minutes or less. The Commission may, either at the direction of the Chair or by majority vote of the Commission, waive this three-minute time limitation. Depending on the number of items on the Agenda and the number of speakers, the Chair may, at his/her discretion, reduce the time of each speaker to two (2) continuous minutes. In addition, the maximum time for public comment for any individual item or topic is thirty (30) minutes. Also, the Commission may terminate public comments if such comments become repetitious. Speakers may not yield their time to others without the consent of the Chair. Any written documents to be distributed or presented to the Commission shall be submitted to the Clerk of the Board. This policy applies to Public Comments and comments on Agenda Items. Under the Brown Act, the Commission should not take action on or discuss matters raised during public comment portion of the agenda that are not listed on the agenda. Commission members may refer such matters to staff for factual information or to be placed on the subsequent agenda for consideration. 5. APPROVAL OF MINUTES – JANUARY 25 – 26 COMMISSION WORKSHOP, AND FEBRUARY 14, 2018 Riverside County Transportation Commission Agenda March 14, 2018 Page 2 6. ADDITIONS / REVISIONS – The Commission may add an item to the Agenda after making a finding that there is a need to take immediate action on the item and that the item came to the attention of the Commission subsequent to the posting of the agenda. An action adding an item to the agenda requires 2/3 vote of the Commission. If there are less than 2/3 of the Commission members present, adding an item to the agenda requires a unanimous vote. Added items will be placed for discussion at the end of the agenda. 7. CONSENT CALENDAR – All matters on the Consent Calendar will be approved in a single motion unless a Commissioner(s) requests separate action on specific item(s). Items pulled from the Consent Calendar will be placed for discussion at the end of the agenda. Page 1 7A. QUARTERLY FINANCIAL STATEMENTS Overview This item is for the Commission to receive and file the Quarterly Financial Statements for the six months ended December 31, 2017. 7B. QUARTERLY INVESTMENT REPORT Page 10 Overview This item is for the Commission to receive and file the Quarterly Investment Report for the quarter ended December 31, 2017. 7C. PROPOSED POLICY GOALS AND OBJECTIVES FOR FISCAL YEAR 2018/19 BUDGET Page 94 Overview This item is for the Commission to: 1) Review and approve the proposed Commission Goals and Objectives for the Fiscal Year 2018/19 Budget; and 2) Review and approve the Fiscal Accountability Policies for the FY 2018/19 Budget. Riverside County Transportation Commission Agenda March 14, 2018 Page 3 7D. AMENDMENTS TO THE INVESTMENT GRADE TRAFFIC AND REVENUE STUDY SERVICES AGREEMENT WITH STANTEC CONSULTING SERVICES FOR THE I-15 EXPRESS LANES PROJECT AND THE 15/91 EXPRESS LANES CONNECTOR PROJECT Page 101 Overview This item is for the Commission to: 1) Approve Agreement No. 15-31-048-03, Amendment No. 3 to Agreement No. 15-31-048-00, with Stantec Consulting Services, Inc. (Stantec) for traffic and revenue study services for the Interstate 15 Express Lanes Project (I-15 ELP) in the amount of $235,000, plus a contingency of $23,500, for an additional amount of $258,500, and a total amount not to exceed $1,844,900; 2) Approve Agreement No. 15-31-048-04, Amendment No. 4 to Agreement No. 15-31-048-00, with Stantec for traffic and revenue study services for the Interstate 15/State Route 91 Express Lanes Connector Project (15/91 ELC) in the amount of $110,000, plus a contingency amount of $11,000, for a total amount not to exceed $121,000; 3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the amendments on behalf of the Commission; and 4) Authorize the Executive Director or designee to approve contingency work up to the total amount not to exceed as required for the projects. 7E. AMENDMENT TO THE I-15 EXPRESS LANES PROJECT TOLL SERVICES AGREEMENT WITH KAPSCH TRAFFICCOM USA FOR THE 15/91 EXPRESS LANES CONNECTOR PROJECT Page 117 Overview This item is for the Commission to: 1) Approve Change Order No. 3 to Agreement No. 16-31-043-00 for the I-15 Express Lanes Project (I-15 ELP) with Kapsch TrafficCom USA Inc. (Kapsch) to design, implement, operate, and maintain a toll collection system (Toll Services) in support of the Interstate 15/State Route 91 Express Lanes Connector Project (15/91 ELC) in the amount of $314,721, plus a contingency amount of $31,500, for a total amount of $346,221; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the amendment on behalf of the Commission; and 3) Authorize the Executive Director or designee to approve contingency work up to the total amount not to exceed as required for the project. Riverside County Transportation Commission Agenda March 14, 2018 Page 4 7F. AUTHORIZATION TO USE PUBLIC UTILITIES CODE § 130238 FOR THE PROCUREMENT OF FASTRAK® 6C TRANSPONDERS Page 136 Overview This item is for the Commission to: 1) Make a finding, by a two-thirds vote, that the procurement of the new 6C transponders, as further described herein, qualifies for use of the Commission’s procurement authority under Public Utilities Code (PUC) § 130238 (Specialized Equipment Law); 2) Authorize the Executive Director, on behalf of the Commission, to undertake a procurement, including issuance of Request for Proposals (RFP) No. 18-31-094- 00, to procure 6C transponders using the Commission’s procurement authority under the Specialized Equipment Law; and 3) Authorize the Executive Director or designee to act on behalf of the Commission for all purposes under PUC § 130238. 7G. STATE ROUTE 91 DESIGN-BUILD CONTRACT FINAL ACCEPTANCE Page 140 Overview This item is for the Commission to approve Final Acceptance for the State Route 91 Corridor Improvement Project (SR-91 CIP or Project) Design-Build Contract, Agreement No. 12-31-113-01, with Atkinson/Walsh, a Joint Venture, subject to the Executive Director’s verification that all contract requirements for Final Acceptance have been met. 7H. AGREEMENT FOR EXPRESS LANES MARKETING SERVICES – NOTICE TO PROCEED 1 SERVICES Page 143 Overview This item is for the Commission to: 1) Award Agreement No. 18-31-047-00 to Sherry Matthews, Inc., DBA Sherry Matthews Advocacy Marketing (Sherry Matthews), for Notice To Proceed (NTP) 1 Services, for express lanes marketing for a three-year term; and 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission, and to issue NTP1 in the Not to Exceed (NTE) amount of $275,000. Riverside County Transportation Commission Agenda March 14, 2018 Page 5 7I. AMENDMENT TO THE AGREEMENT WITH THE CALIFORNIA HIGHWAY PATROL TO FUND ADDITIONAL CHP FREEWAY SERVICE PATROL SERVICES Page 172 Overview This item is for the Commission to: 1) Approve Agreement No. 16-45-094-02, Amendment No. 2 to Agreement No. 16-45-094-00, with the California Highway Patrol (CHP) to provide supervision and operation of the Freeway Service Patrol (FSP) program in Riverside County for an additional amount of $524,235, and a total amount not to exceed $2,048,531; and 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. 8. STATE AND FEDERAL LEGISLATIVE UPDATE Page 180 Overview This item is for the Commission to: 1) Receive and file an update on state and federal legislation; 2) Adopt the following bill positions: a) AB 1759 (McCarty) – Oppose; b) AB 1905 (Grayson) – Support; and c) SB 1262 (Newman) – Support. 9. RIVERSIDE COUNTY 2019 FEDERAL TRANSPORTATION IMPROVEMENT PROGRAM FINANCIAL RESOLUTION Page 188 Overview This item is for the Commission to approve Resolution No. 18-003, “Resolution of the Riverside County Transportation Commission Certifying Riverside County has Resources to Fund Projects in the Federal Fiscal Years 2018/19 Through 2023/24 Transportation Improvement Program and Affirming Commitment to Implement All Projects in the Program”. Riverside County Transportation Commission Agenda March 14, 2018 Page 6 10. REFINANCING OF 2009 SERIES B AND C SALES TAX REVENUE BONDS AND TERMINATION OF SWAP Page 196 Overview This item is for the Commission to: 1) Receive and file the presentation regarding the refinancing of the 2009 Series B and C Sales Tax Revenue Variable Rate Demand Bonds (2009 B&C Bonds) with the issuance of the 2018 Series A Sales Tax Revenue Refunding Bonds (2018 Refunding Bonds) and termination of the Bank of America, N.A. (BANA) swap; 2) Approve the termination of the interest rate swap with BANA in the currently outstanding notional amount of $70.8 million at an estimated termination cost of approximately $7.4 million (as of February 14, 2018 market conditions); 3) Approve the refunding of the 2009 B&C Bonds, currently outstanding in the amount of $70.8 million which is integrated with the BANA swap; 4) Adopt Resolution No. 18-002, “Resolution Authorizing the Issuance and Sale of Not to Exceed $70,800,000 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 a Ninth Supplemental Indenture, a Purchase Contract, an Official Statement and a Continuing Disclosure Agreement, and the Taking of All Other Actions Necessary in Connection Therewith”; 5) Approve the proposed form of the Official Statement for the issuance of not to exceed $70.8 million in 2018 Refunding Bonds and authorize the Executive Director to approve and execute the printing and distribution of the final Official Statement; 6) Approve the proposed form of the Continuing Disclosure Agreement related to the 2018 Refunding Bonds, by and between the Riverside County Transportation Commission and Digital Assurance Certification, L.L.C., as dissemination agent, and authorize the Executive Director to approve and execute the final Continuing Disclosure Agreement; 7) Approve the proposed form of the Ninth Supplemental Indenture for the 2018 Refunding Bonds, by and 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 Ninth Supplemental Indenture; Approve the proposed form of the Bond Purchase Agreement between the Riverside County Transportation Commission and Merrill Lynch, Pierce, Fenner & Smith Incorporated (BofAML), as Underwriter Representative acting on behalf of itself and Goldman, Sachs & Co. (Goldman), (collectively the Underwriters), for the 2018 Refunding Bonds and authorize the Chief Financial Officer to approve and execute the final Bond Purchase Agreement; Riverside County Transportation Commission Agenda March 14, 2018 Page 7 8) Approve the estimated costs of issuance, including estimated underwriter’s discount, of $517,000 to be paid from the bond proceeds; 9) Approve Agreement No. 04-19-029-12, Amendment No. 12 to Agreement No. 04-19-029-00, with Fieldman Rolapp & Associates, Inc. (Fieldman) for financial advisory services related to the issuance of the 2018 Refunding Bonds and the termination of the BANA swap for an additional amount not to exceed $67,500; 10) Approve Agreement No. 05-19-510-14, Amendment No. 14 to Agreement No. 05-19-510-00, with Orrick, Herrington, & Sutcliffe LLP (Orrick) for bond counsel services related to the issuance of the 2018 Refunding Bonds and the termination of the BANA swap for an additional amount of $115,000 and a total amount not to exceed $2,965,000; 11) Approve Agreement No. 09-19-072-12, Amendment No. 12 to Agreement No. 09-19-072-00, with Norton Rose Fulbright US LLP (Norton Rose) for disclosure counsel services related to the issuance of the 2018 Refunding Bonds and the termination of the BANA swap for an additional amount of $45,000 and a total amount not to exceed $857,600; and 12) Approve adjustments to the FY 2017/18 budget in the amounts of $74,930,000 to increase sources related to the issuance of refunding bonds and $78,763,000 to increase uses related to the use of the refunding bond proceeds. 11. ITEM(S) PULLED FROM CONSENT CALENDAR AGENDA 12. COMMISSIONERS / EXECUTIVE DIRECTOR REPORT Overview This item provides the opportunity for the Commissioners and the Executive Director to report on attended meetings/conferences and any other items related to Commission activities. 13. 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) 1 279-190-046 279-240-019 Riverside County Transportation Commission 2 349-342-030 349-342-031 Riverside County Transportation Commission 3 345-080-074 Riverside County Transportation Commission 4 349-100-047 Riverside County Transportation Commission 5 345-150-005 Riverside County Transportation Commission 6 345-070-048 Riverside County Transportation Commission 7 342-064-032 Riverside County Transportation Commission Riverside County Transportation Commission Agenda March 14, 2018 Page 8 8 345-080-073 Riverside County Transportation Commission 9 349-342-032 349-342-033 Riverside County Transportation Commission 13B. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION Pursuant to Government Code Section 54956.9(d)(1) Case No. PSC 1705629 14. ADJOURNMENT The next meeting of the Commission is scheduled to be held on Wednesday, April 11, 2018, Board Room, First Floor, County Administrative Center, 4080 Lemon Street, Riverside. AGENDA ITEM 5 MINUTES RIVERSIDE COUNTY TRANSPORTATION COMMISSION MINUTES Thursday, January 25, 2018 WELCOME AND WORKSHOP OVERVIEW The Riverside County Transportation Commission Workshop was called to order by Chair Dana Reed at 1:35 p.m., at the Hyatt Indian Wells, 44600 Indian Wells Lane, Indian Wells, California. At this time, Deputy Clerk of the Board Tara Byerly, led the Commission in a flag salute. Commissioners/Alternates Present Commissioners Absent Marion Ashley Linda Krupa Joseph DeConinck Victoria Baca Bob Magee Rusty Bailey Ben Benoit* Scott Matas* Jan Harnik Brian Berkson Michael Naggar Lisa Middleton Randall Bonner V. Manuel Perez* Ted Weill John Bulinski Dana Reed Malcolm Corona Adam Rush* Kathleen Fitzpatrick Karen Spiegel Deborah Franklin John F. Tavaglione Rick Gibbs Chuck Washington* Berwin Hanna Lloyd White Steven Hernandez* Michael Wilson* Jim Hyatt Neil Winter Kevin Jeffries Shelley Kaplan* Andrew Kotyuk *Arrived after meeting was called to order Anne Mayer welcomed and thanked the Commissioners for their attendance and provided an overview of the January 25 portion of the workshop. RCTC’S BASELINE – WHERE ARE WE NOW & WHERE DO WE WANT TO BE? Anne Mayer presented the baseline for where the Commission is now, what decisions have been made, and where the Commission is going, highlighting the following areas: • A decade of progress sets the stage – Historical look at key actions in the past, current challenges, new hot spots, and a road map for moving forward Riverside County Transportation Commission Minutes January 25 – 26, 2018 Page 2 • 2006 limitless opportunity: In 2002 the Measure A passed and the Commission adopted its first 2009 Measure A Highway Delivery Plan for 2009-2019 • 10-Year Western Riverside County Highway Delivery Plan (Delivery Plan) Priority List through 2019 • Measure A Forecast by geographic area for the 2001 and 2006 forecasts • 2010 Scaling back expectations • Strategic highway projects – Mid County Parkway and State Route 79 Realignment projects • Rail projects/operations • Current projects – Maintain Delivery , retain Measure A savings on 74/215 Interchange, and SR-91 HOV • I-215 Corridor – Establish the following priorities: o South – Murrieta Hot Springs Road to Scott Road o Central – Scott Road to Nuevo Road o Bi-County HOV Project o French Valley Parkway Interchange and gap closure o Defer: North – Nuevo Road to Box Springs Road • I-15 Corridor o Complete PA/ED o Scope re-evaluation underway – completed July 2010 o Assume Deferral of PS&E o Reassess status in July 2010 o Continue monitoring and support of French Valley Parkway • I-10 Corridor – Defer start on truck climbing lane • Rail Program o Deliver PVL o In conjunction with SCRRA, explore long-range budget issues o Work with Commission to Consider long-range RCTC Metrolink policy items Including: Station operations costs, advertising, and parking; • SR-91 Corridor Improvement Project: Continue to move the project forward, implement phasing plan, and explore alternative funding options • 2013 finalizing the new scope for I-15 – Three alternatives and the decision was to build two tolled express lanes in each direction • Facing our current challenges – A map depicting what has occurred in the Western County Transportation projects, future Measure A projects, and the hot spots where although work has been completed, these are still areas where congestion is occurring • Measure A separates this County into three geographic areas: Western Riverside County, the Coachella Valley, and the Palo Verde Valley, and the city of Blythe are on their own • How priorities are set in Western County – I-15 CIP Ad Hoc, the Western Riverside County Plans and Programs Committees, then approved by the Commission, and the process is based on Measure A Ordinance • How Priorities are set in Coachella Valley – Focuses their funding on regional and arterials, and highways and it’s based on their Transportation Project Prioritization Study (TPPS) program Riverside County Transportation Commission Minutes January 25 – 26, 2018 Page 3 At this time Anne Mayer welcomed and introduced Coachella Valley Association of Government’s (CVAG) Executive Director Tom Kirk to present how Coachella Valley’s priorities are set and their decision making process. Tom Kirk presented how Coachella Valley prioritizes projects, highlighting the following: • Three regions in Measure A – Different regions and different priorities • How the Coachella Valley are different and similar on the Multiple Species Habitat Conservation Plan • How does the CV transportation program work • CVAG IDs and ranks projects o Congestion o Accident rates o Roadway condition o Linkages/gaps • Coachella Valley list of priority projects totaling $3 billion, maybe only funded 10 percent of those top projects funded • A map depicting the Coachella Valley top ranked projects from 1994 – 2016, and today’s top projects: Monroe Street Interchange, Jackson Street Interchange, and Avenue 50 projects • Projects are funded by: State and federal, 1989 Transportation Uniform Mitigation Fees (TUMF), and 1988 and 2002 Measure A funds • CVAG receives 50 percent of Measure A funds for regional, arterial, and interchange projects, 35 percent for cities, and 15 percent for SunLine Transit Agency; • Sharing project cost and benefits for CVAG projects in the Coachella Valley • Active Transportation program (ATP) – ATP now part of TPPS and the CV Link project • CV Link – a map depicting the first phase in Cathedral City • Photos depicting the CV Link project before construction, a rendering, and the construction being done today • A CV Link Grand Opening ceremony will be held on February 23, and will honor Supervisor John Benoit At this time, Anne Mayer expressed appreciation for Tom Kirk’s presentation. She explained why Tom Kirk shared how the Coachella Valley prioritizes projects, which is to contrast it with Western Riverside County. The Riverside County prioritization does focus on the data behind projects, the benefits, congestion reduction, safety improvement, and the funding needs, and she highlighted the following: • The funding gap pie chart – 2016 strategic assessment and funding scenarios by Category A, B, C and the funding gap • The funding pie chart – Narrowed 2017 Post –SB 1 and the new half-cent sales tax measure (20 years) • Where does the Commission want to by 2019-2029: o Clear priorities with county wide benefit Riverside County Transportation Commission Minutes January 25 – 26, 2018 Page 4 o Priorities based on need and funding o Strong regional focus o Rail and bus services meet needs of communities o Projects and programs support countywide quality of life efforts: Housing/environment/population growth/job growth • Risks: o SB 1 repeal o Competing priorities o Increased population = increased congestion o Can’t build our way out of congestion o Minimal federal investment o Impacts of housing and population growth o Living in the now and not planning for the future o Transportation no longer non-partisan • Looking forward: A track record of establishing priorities and delivering projects; the current delivery plan is about to wrap up – this year is the perfect time to consider a new one; freeway expansion becoming more challenging; and major funding changes are needed for transit growth • Looking forward and listing opportunities for input: o Enhanced communications and outreach must be prioritized o SB 1 is critical but it is only part of the puzzle o Long range plan will progress during 2018 o Additional data to be shared as part of this workshop • Looking forward to work with you: Setting priorities requires a collaborative approach; Western Riverside County Plans and Programs Committee; CVAG; Enhanced profile necessary in outside regional bodies – Metrolink, SCAG, CALCOG, MSRC, etc. Commissioner Hyatt discussed his concerns for the SR-60 Truck Climbing Lane project and suggested creating an I-10 coordinating committee with San Bernardino County due to their truck climbing lane that ends at Live Oak Canyon. Anne Mayer replied the I-10 Truck Climbing Lane project has been deferred, and this Commission will need to determine if this project goes in the second Measure A from 2019-2029. Caltrans and the San Bernardino County Transportation Authority (SBCTA) are working on an I-10 Climbing Lane, which stops at the County Line and it is funded. PUBLIC ATTITUDES REGARDING TRANSPORTATION – POLLING Aaron Hake, External Affairs Director, explained there have been meetings and direct conversations with the constituents, stakeholder groups, and the voters in the communities and these next two presentations will provide that information for discussion. He welcomed and introduced Richard Bernard, Fairbank, Maslin, Maullin, Metz & Associates (FMS) to present the public opinion surveys conducted regarding transportation and the funding, highlighting the following areas: Riverside County Transportation Commission Minutes January 25 – 26, 2018 Page 5 • Research goals and methodology – Key goal: Assess willingness of Riverside County voters to support a local finance measure for transportation improvements; four focus group sessions; and survey with 1,481 respondents – November 2-14, 2017 • Survey methodology • Mood of the electorate: o 2017 survey more voters have a positive opinion about the right direction of Riverside County now than in 2010 • Ratings for awareness and perceptions of transportation agencies: o More voters have a favorable view of RCTC than not, but nearly two-thirds are unfamiliar with the agency o Western Riverside County residents are more familiar with Metrolink than those in Coachella Valley, while Caltrans is recognized equally across the County o Voters to be more familiar with their local transportation agency and have overall positive impressions of them • Attitudes on local ballot measure for transportation: o 8 in 10 voters believe Riverside County’s transportation system has a need for additional funding; over 50 percent believe that need is great o The overall perception of need is consistent across the County, but voters in Western Riverside are more likely to believe there is a “great need” • Hypothetical ballot measure language tested in survey • Support in Coachella Valley is slightly higher than Western Riverside County • Ratings for a majority of likely November 2018 and likely November 2020 voters initially support the ballot measure, but not enough to reach the two-thirds threshold necessary for passage • Support is strongest in Supervisorial Districts 4 and 5, while the vote is more split in Districts 2 and 3 • Support for the measure is strongly correlated with assessments of the need for funding • Importance of elements of the ballot measure: o Ratings for the most important ballot measure features include requiring all funds to benefit Riverside County residents, maintaining local roads and filling potholes, and improving freeway traffic flow and safety o Western Riverside voters highly rate funds benefiting Riverside County residents, improving traffic flow on local freeways and maintaining local roads o Coachella Valley voters highly rate keeping the entire transportation system well- maintained, funds benefiting Riverside County residents, and maintaining local roads • Impact of information: o Support increases somewhat with information, but does not reach the two-thirds threshold o Support remains slightly higher for the November 2020 voter universe • Conclusions: o Planning for a two-thirds ballot measure for transportation in Riverside County should be seen as a marathon Riverside County Transportation Commission Minutes January 25 – 26, 2018 Page 6 o Support is clearly too low to proceed in 2018 and the demographic differences between the 2018 and 2020 electorate are not enough on their own to predict success in 2020 o It is important to consider sub-regional differences when communicating about currently planned and future projects, as well as the benefits of a funding measure o Use the next several months to listen to what constituents and community leaders are looking for in a ballot measure Commissioner Deborah Franklin referred to Mr. Bernard’s transit discussion in Western Riverside and stated the city of Banning has its own transit system and if it makes a difference. Mr. Bernard replied that was not specifically asked and there were very little opportunities to do open end so if someone would have wanted to mention it, FM3 would not have captured that. Anne Mayer stated that in the focus groups in Western Riverside County there was an apparent lack of interest in bus transit. When specialized transit was mentioned for the seniors and disabled these focus groups still were not interested since they have their own vehicles. Richard Bernard noted people suggested the Commission is doing a good job in terms of senior services and that could explain why there is not a need for additional funding. Commissioner Karen Spiegel suggested that per Mr. Bernard’s presentation it is evident to push more towards 2020 to be more successful. She discussed her concern regarding SB 1 since another half-cent sales tax bill may add that extra challenge. Richard Bernard explained the survey began one day after the gas tax was being collected and that may have impacted the results. He discussed if SB 1 is repealed, the message to self-fund to get those funds, and alternatively if SB 1 passes. PUBLIC ATTITUDES REGARDING TRANSPORTATION – SOCIAL MEDIA Aaron Hake welcomed and introduced Scott Wilkinson, Alpha Vu and explained Mr. Wilkinson will present the social media campaign results and communications. Scott Wilkinson presented the Commission’s social media campaign results, highlighting the following areas: • The state of social media: o 50 percent+ of Americans now receive use Facebook content as their primary news source o Including other social media platforms, there is no question this is the dominant communications platform of our age o Social media platform structures are still badly misunderstood Riverside County Transportation Commission Minutes January 25 – 26, 2018 Page 7 o Need a scientific approach to analyzing social media data for: Context, to detect and understand trends in public opinion, and to effectively communicate with all of the County’s constituents o Understanding online social structures • A Graph that depicts the frequency of other social media trends • 2017 outreach pilot: outreach structure and lessons learned • Project types: SB 132 projects; city and county road improvements; highway improvements; rail and freight, services, and ATP • Message types: Quality of life, job creation, and safety • Methodology targeting and a map depicting the target locations • Positive engagement index – Proportion of positive engagement with each post; and engagement scaled based on intensity of expression • Positive Index by project type – Services, rail and freight, ATP, city/county road improvements, SB 132 projects, and then highway improvements • SB 132 projects – Widening the Hamner Avenue Bridge in the city of Norco; I-15/Limonite Avenue Interchange, Jurupa Road grade separation, McKinley Street grade separation, and then 15/91 Express Lanes Connector Projects • Positive and negative comment examples for the Posts for: Coachella Valley-San Gorgonio Pass; I-15/Temecula Parkway; and the SR-60 Truck Climbing Lane projects • Regional effectiveness score (RES) target by each city • A map depicting the RES: County maps • Recommendations: o More broadly and aggressively target content to communities most affected by specific nearby projects o When we target ad supported content, we maximize ROI by targeting specific areas rather than broad, countywide outreach o When talking about express lanes, citizens are most receptive to messages regarding job creating and quality of life messaging for the 15/91 Express Lanes Connector project o Expand/scale the outreach investment and represents both an opportunity and meeting the obligation to get information to residents At this time, Commissioners Hernandez and Kotyuk left the meeting. Anne Mayer explained at the focus groups the questions were asked about getting their news and information. In both the Coachella Valley and in Western Riverside County most people said they receive their news from friends, on Facebook, in the desert many people get it from the Desert Sun, and news feeds from television stations on their phones. In response to Commissioner Marion Ashley’s inquiry about the cost to undertake this survey, Aaron Hake replied about $5,000. At this time, Commissioner Spiegel left the meeting. Riverside County Transportation Commission Minutes January 25 – 26, 2018 Page 8 M/S/C (Gibbs/Franklin) to: 1) Receive and file a report on public opinion and stakeholder research on transportation issues in Riverside County; 2) Direct staff to implement a public information and engagement plan through 2020 supporting transportation funding, Commission programs, plans, and projects; and 3) Continue to explore and evaluate a 2020 sales tax measure for transportation. Abstain: Jeffries PROTECTING SB 1 Jillian Guizado, Legislative Affairs Manager, presented an update on state and federal legislative activities, highlighting the following areas: • In 2018 California passes $52 billion transportation plan • Assembly Constitutional Amendment (ACA) 5 (Frazier and Newman) – Support Position • California Voter Approval for Gas and Vehicle Taxes Initiative (#17-0033) – Oppose Position • RCTC Action Initiatives: Proposition 91 (2006) Oppose; Proposition 1A (2006) Support; Proposition 1B (2006) Support; Proposition 98 (2008) Oppose; and Proposition 53 (2016) Oppose • SB 1 in Riverside County • Maps depicting examples of projects funded by SB 1 • Graphics for Local Streets and Roads before SB 1 and after SB 1 for Coachella and Palo Verde Valleys, Western Riverside County, and Riverside County Jillian Guizado expressed appreciation to Commission’s Lobbyist Cliff Madison and Mark Watts for being here. In response to Commissioner Bob Magee’s question, Mark Watts replied that there is a bill that would withhold SB 1 road funding from communities who fail to meet their Regional Housing Need Allocation (RHNA) going forward from communities that had not met their SB 1 over road funding. He explained there is a group that was affiliated with Fix Our Roads Coalition that sponsored SB 1 and has scheduled meetings with the author and leadership to discuss this and other bills that may not have a direct connection. At this time, Commissioners Franklin and Jeffries left the meeting. Commissioner Magee expressed staff is requesting the Commission to support something that most of the Commissioners did not support originally; and for being heavily conflicted about this as it seems the state takes from his community and then the state tries to figure out if they will give anything back. Riverside County Transportation Commission Minutes January 25 – 26, 2018 Page 9 Commissioner Michael Naggar concurred with Commissioner Magee concerning RHNA numbers and housing. Commissioner Naggar expressed he does not prefer how SB 1 was approved especially on a partisan nature, however the Commission needs the funds for transportation. Commissioner Naggar stated he would support the measure as for his city traffic is very problematic. Commissioner Lloyd White expressed being conflicted and if he had an opportunity, he would have voted against the measure. He advised it is a tax increase that harms low income people and this repeal gives the voters a chance to vote on it. Commissioner Neil Winter explained this topic and issue ties to the city of Menifee personally as this is one of several cities that did not have their Vehicle Licensing Fees (VLF), which is part of SB 1. He noted being in jeopardy with the cities Measure DD and stated he supports this after seeing what the city of Menifee is getting. In response to Commissioner Chuck Washington’s clarification the Commission is being asked to support ACA 5, and to oppose the repeal on SB 1, Jillian Quizado replied that is correct. In response to Commissioner Washington’s question if some of the concern the Commissioners have about locking in the funding if some of that concern would go away if the Constitutional Amendment passes, Jillian Guizado replied of course. M/S/C (Gibbs/Tavaglione) to: 1) Adopt the following positions: a) California Voter Approval for Gas and Vehicle Taxes Initiative (#17-0033) – Oppose b) California Transportation Taxes and Fees Lockbox and Appropriations Limit Exemption Amendment – Support No: Magee, Rush, and White 19 – Yes and 3 – No At 4:02 p.m., Chair Reed called for a recess until 6:00 p.m. TRANSPORTATION, TECHNOLOGY AND TOURISM IN THE VALLEY Gopi Sangha, Goldenvoice Productions, presented a video about transportation, technology, and tourism in the Coachella Valley. The Commission Workshop adjourned at 7:30 p.m. The Commission Workshop will reconvene Friday, January 26 at 9:45 a.m. Riverside County Transportation Commission Minutes January 25 – 26, 2018 Page 10 MINUTES Friday, January 26, 2018 The second day of the Riverside County Transportation Commission Workshop was called to order by Chair Dana Reed at 10:26 a.m., at the Hyatt Indian Wells, 44600 Indian Wells Lane, Indian Wells, California. Anne Mayer provided an overview of the January 26 portion of the workshop. LOOKING FORWARD: KEY ACTIONS AND DATES IN 2018 John Standiford, Deputy Executive Director, presented a preview of the Commission’s projects tied to SB 1 and a look ahead on the Commission’s future transportation projects, highlighting the following: • December 2017 – Adopted SB 1 Local Partnership Project (LPP) competitive funding recommendations: o Broke ground on Interstate 15 Express Lanes project o Submitted STIP Projects to CTC and the CTC adopted submissions for SB 1 Local Streets and Roads Program o Refinanced $410 million of sales tax debt to save $52 million through 2039 • January 2018 – Adopted recommendations for SB 1 solutions for Congested Corridors Program: o The 71/91 Interchange project for the Congested Corridors Program o Submitted application for SB 1 Transit and Intercity Rail Capital Program o Start of construction and horse trail detour in the city of Norco for I-15 Express Lanes Project o Launch of RTA’s Routes 200 and 205 Express Bus Service o Adoption of resolution for State Transit Assistance – SB 1 State of Good Repair funds • February 2018 – Additional Commission Efforts: o 91 Express Lanes traffic monitoring and data o Two community Open House meetings and start of advance construction on sound walls for I-15 Express Lanes Project o Groundbreaking for Portrero Interchange project – February 1, 2018 o CV Link Ribbon Cutting – February 23, 2018 • March 2018 – First anniversary for opening of 91 Express Lanes in Corona o Circulation of Environmental Document for Santa Ana River Trail project o Adoption of recommendations for Measure A funding of paratransit service for seniors and persons with disabilities o CTC Adoption of STIP program o Meeting of RCTC Citizen’s Advisory Committee and meeting of SR-91 Express Lanes Advisory Committee o Update presentation to RCTC Board on logistics and truck study Riverside County Transportation Commission Minutes January 25 – 26, 2018 Page 11 • April 2018 – Release of CTC recommendations for SB 1 LPP and solutions for Congested Corridors Program o Implementation of IE Commuter cell phone application o Submission of Short Range Transit Plans (SRTP) from Riverside County transit operators • May 2018 – Signatures due for SB 1 repeal effort o Presentation of Draft RCTC Budget for FY 2018/19 • June 2018 – Beginning of construction in freeway median for I-15 Express Lanes Project o Election Day – ACA 5 and the RCTC Board approval of Metrolink’s FY 2018/19 Budget o Approval of RCTC’s FY 2018/19 Budget o Approval of SRTPs • July 2018 – Adoption of SR-91 Corridor Implementation Plan o Launch of new RCTC VanPool Program o Approval of Transit funding allocations o Approval of local jurisdictions’ Measure A Five-Year Capital Improvement Plans • Summer 2018 – Beginning of construction for Pachappa Underpass project Commissioner Kevin Jeffries expressed RCTC’s branding were extremely low to nonexistence yet the Commission funds all of the transit programs to other agencies and entities. He suggested if staff wants to increase RCTC’s name I.D. staff should start with those contracts and awards requesting to put funded by or partially funded by RCTC. John Standiford replied that is a good observation, and it is something staff has considered and will continue to move forward with. In response to Commissioner Adam Rush’s inquiry about the STIP funding and if there is any understanding about the overages for high-speed rail (HSR) that will affect local projects, Anne Mayer replied with respect to STIP funding it is a completely separate account and so there would be no effect on the STIP related to HSR overages. She expressed the risk of the STIP at this point is the repeal of SB 1. In response to Commissioner Rush, Anne Mayer replied for HSR it does not cross over into the pots of funds that are allocated to the highway side. Commissioner Berwin Hanna expressed appreciation to Commission staff as his city staff has been working with Commission staff on the Trail Detour as it has been going smooth. Chair Reed expressed appreciation for Mr. Standiford’s presentation and noted it shows how busy the Commission staff is on a year around basis. At this time, Chair Reed requested SCAG’s Executive Director Hasan Ikhrata to make a few comments to the Commissioners. Riverside County Transportation Commission Minutes January 25 – 26, 2018 Page 12 Hasan Ikhrata expressed appreciation for attending the Commission Workshop. He discussed how he attended the State of the State Address by Governor Brown and transportation took the center stage. He then congratulated the Commission for their action on SB 1 at the Commission Workshop on January 25. Mr. Ikhrata expressed SCAG and its leadership will be fighting the SB 1 Repeal, as it is important to the state of California. He discussed SCAG’s study that was completed with UCLA about why transit ridership is declining in the nation. He noted the $1 billion MOU that was signed for HSR was mentioned at the State of the State Address so there will be some funding for transit coming from HSR. STATE HIGHWAY OPERATIONS AND PROTECTION PROGRAM Caltrans District 8 Director John Bulinski presented the Caltrans State Highway Operations and Protection Program (SHOPP), highlighting the following areas: • District 8 – Inland Empire, which consists of Riverside and San Bernardino Counties • Caltrans Management Executive staff at District 8 • SHOPP – Caltrans has the responsibility of maintaining the existing state highway infrastructure that exists within the state o $2.4 billion per year (Pre SB 1) o SB 1 – Adding $1.9 billion per year average over the next 10 years • Comparison for 2016 SHOPP adopted at the March 2016 CTC meeting and the 2018 SHOPP to be adopted at the March 2018 CTC meeting • 2018 SHOPP breakdown for District 8 • Maintenance Program and the annual work performed at District 8 (Pre-SB 1) • SB 1: o Road repair and Accountability Act of 2017 – April 28, 2017 o Funding opportunity for Caltrans and local agencies o $54 billion investment over 10 years o State highway system – $26 billion o Cities and counties – $26 billion • SB 1 – Increased CTC and inspector general oversight responsibility, and new SHOPP/SB 1 Guideline – Accountability and reform measures o $1 billion transportation investment = 13,000 jobs • SB 1 – By 2027, Caltrans will repair or replace: 17,000 miles of pavement; 55,000 culverts or drains; 7,700 signals, signs, and sensors; and 500 bridges • SB 1 – SHOPP / HM project list / First District 8 wave for 15 projects = $918 million In response to Commissioner Franklin’s inquiry that these funds are allocated to Caltrans District 8 and with the state having several natural disasters, would any of those funds be shifted to help cover that, John Bulinski replied no that is separate money so that it is taken off the top and it is for emergency reservation funds. Commissioner Magee expressed appreciation for Mr. Bulinski’s presentation, he then referred to one of the slides that listed challenges and the number one thing is resource agencies, and asked Riverside County Transportation Commission Minutes January 25 – 26, 2018 Page 13 where is the Governor with getting that group to work with the local agencies to help move transportation forward instead of being an impediment. John Bulinski replied he is uncertain where the Governor is on this, however he is not going to wait for the Governor. He explained his plan as it has already been started, which is to begin developing relationships meetings with the resource agencies individually. Mr. Bulinski stated the dialog needs start with respect to the resource agencies’ mission versus what Caltrans and the local agencies mission is and how to work together to accomplish what is needed for the state. The resource agencies also have an issue with its personnel and Caltrans is looking at funding for them to hire staff to focus on transportation projects. Commissioner Neil Winter expressed appreciation to John Bulinski and Caltrans District 8 for the support of the city of Menifee. He explained when the city of Menifee contacts Caltrans District 8 about the homeless setting up camps Caltrans responds quickly to take care of it. Anne Mayer expressed appreciation to John Bulinski for his presentation. She explained the funding coming into District 8 for the operations of the system and SHOPP has operations in it too however it has been neglected for over 10 years. There are projects that can be funded on the freeway corridors, auxiliary lanes, ramp metering, and intersection widenings and there is all sorts of operational improvements that can be done too. Anne Mayer expressed this is a good opportunity to work with Caltrans as they have some resources that Caltrans can implement things that have been needed to be done for a long time. At this time, Commissioners Jeffries, Perez, Washington, and Wilson left the meeting. TOLLING IN CALIFORNIA Michael Blomquist, Toll Program Director presented the tolling in California highlighting the following areas: • Tolling across the state: o First Bridge: 1926 Antioch Bridge o First modern toll road: 1993 SR-241 o First express lanes: 1995 SR-91 Express Lanes o First tolled border: 2020 (est.) Otay Mesa East POE • California Toll Operators Committee (CTOC) and its member agencies: That addresses all things interoperability, which includes the transponders that can be used at any toll facility, toll operations, exemplary customer service, technology, advocacy in education, and addresses toll legislation and legislation that impacts tolling • A map depicting the Southern California toll facilities and the years in which these toll facilities opened • A map depicting a broader view of the California toll facilities that are existing and planned • A graphic depicting the growth in using FasTrak transponders in circulation from 2010 to 2018 Riverside County Transportation Commission Minutes January 25 – 26, 2018 Page 14 • Ongoing trends: o Limited state and federal funding o Significant but finite sales tax funding o Urban county growth o Limited freeway capacity-expansion plans by Caltrans o Use of single-occupant vehicles o Long-term jobs-housing imbalance o Demand for a less congested alternative o Willingness to pay a toll • Next generation of express lanes: o Orange County: I-405 Express Lanes – 2023 o San Bernardino County: I-10 Express Lanes – 2023; and I-15 Express Lanes – 2024 o Los Angeles County: I-105 Express Lanes – 2023; I-405/Sepulveda Pass Express Lanes – 2026; and I-605 Express Lanes – 2031 o Bay Area (Metropolitan Transportation Commission: I-880 Express Lanes – 2019; I-680N Express Lanes – 2020; I-80 Express Lanes – 2020 o Santa Clara County: SR-237 Express Lanes extension – 2019; SR-85/US 101 Express Lanes – 2020 o Riverside County: I-15 Express Lanes – 2020; and 15/91 Express Lanes Connector – 2022 • Project financing: Borrow against future tolls to pay for: o Capital costs and O&M costs – all or a portion of costs o Supplements traditional project funding o Ensures financial discipline o Recent project financings – RCTC SR-91 (2013) and I-15 (2017), OCTA I-405 (2017); and SBCTA I-15 (planned in 2018) • Alternative project delivery: o Use of design-build method of project delivery: Saves time – open lanes sooner o Accepted by financing industry: Less risk of cost and schedule overruns and appropriate transfer of project completion risks o OCTA I-405, SBCTA I-15, RCTC SR-91 and I-15, LA Metro I-10 and I-110 PUBLIC COMMENTS ON NON-AGENDA ITEMS There were no requests to speak from the public. CLOSING REMARKS AND ADJOURNMENT Anne Mayer expressed appreciation on behalf of RCTC staff for the Commissioners dedication for attending the Commission Workshop as well as their input, guidance, and leadership. Riverside County Transportation Commission Minutes January 25 – 26, 2018 Page 15 There being no further business for consideration by the Riverside County Transportation Commission, the workshop adjourned at 11:23 a.m. Respectfully submitted, Tara Byerly Deputy Clerk of the Board RIVERSIDE COUNTY TRANSPORTATION COMMISSION MINUTES Wednesday, February 14, 2018 1.CALL TO ORDER The Riverside County Transportation Commission was called to order by Chair Dana Reed 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 Marion Ashley Linda Krupa Rick Gibbs Victoria Baca Bob Magee Andrew Kotyuk Rusty Bailey Scott Matas Michael Wilson Mike Beauchamp Lisa Middleton Ben J. Benoit Michael Naggar Brian Berkson V. Manuel Perez Randall Bonner Dana Reed Joseph DeConinck Adam Rush* Kathleen Fitzpatrick Karen Spiegel Deborah Franklin John F. Tavaglione Jan Harnik Michael M. Vargas Berwin Hanna Chuck Washington Steven Hernandez Ted Weill Jim Hyatt Lloyd White Kevin Jeffries*Neil Winter Shelley Kaplan *Arrived after meeting was called to order 3.PLEDGE OF ALLEGIANCE Deputy Clerk of the Board Tara Byerly, led the Commission in a flag salute. 4.PUBLIC COMMENTS There were no requests to speak from the public. At this time, Commissioner Kevin Jeffries joined the meeting. Riverside County Transportation Commission Minutes February 14, 2018 Page 2 5. APPROVAL OF MINUTES – JANUARY 10 AND 26, 2018 M/S/C (Vargas/Berkson) to approve the January 10 and 26, 2018 minutes as submitted. Abstain: Kaplan 6. ADDITIONS / REVISIONS There were no additions or revisions to the agenda. 7. CONSENT CALENDAR M/S/C (Vargas/Kaplan) to approve the following Consent Calendar items. 7A. QUARTERLY SALES TAX ANALYSIS Receive and file the sales tax analysis for Quarter 3, 2017 (3Q 2017). 7B. SINGLE SIGNATURE AUTHORITY REPORT Receive and file the Single Signature Authority report for the second quarter ended December 31, 2017. 7C. AMENDMENT NO. 1 TO AGREEMENT NO. 12-31-067-00 WITH THE CALIFORNIA DEPARTMENT OF TRANSPORTATION FOR A TOLL FACILITY WITHIN THE STATE ROUTE 91 CORRIDOR 1) Approve Agreement No. 12-31-067-01, Amendment No. 1 to Agreement No. 12-31-067-00, with the California Department of Transportation (Caltrans) for a toll facility within the State Route 91 corridor for an additional amount of $3,640,000 and a total not to exceed $3,646,000; and 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. 7D. REQUEST TO DECLARE REAL PROPERTY AS SURPLUS 1) Declare as surplus the real property in the areas of State Route 74 (SR-74), SR-91 High Occupancy Vehicle lanes (SR-91 HOV) project and SR-91 Corridor Improvement Project (SR-91 CIP), as specifically identified in this report and attached maps; 2) Authorize the Executive Director to notify public agencies pursuant to Government Code 54220 et.seq. the properties are available; and Riverside County Transportation Commission Minutes February 14, 2018 Page 3 3) If no response is received, authorize the Executive Director to offer the surplus properties for sale to the public. 8. STATE ROUTE 91 CORRIDOR TRAFFIC UPDATE Michael Blomquist, Toll Program Director, explained the presentation will be a team effort and will include David Thomas, Toll Project Manager, and Sheldon Mar, Consultant Project Manager with Stantec. Michael Blomquist then presented an overview of the Commission activity on the 91 Corridor, highlighting the following areas: • 91 Project provided added capacity and improvements to the overall corridor • In spite of the added capacity, key congestion areas exist during certain times/locations along the corridor • Congestion “Hot Spots” include: o Express Lanes entrance at Westbound 91 at McKinley o Express Lanes entrance at Interstate 15 North o Overall 91 corridor in a.m. hours at Orange County Line o Eastbound Express Lanes exit on Friday afternoon • Eastbound, westbound, County Line improvements, and completed dates • RCTC’s toll rate policy: Corridor efficiency, financial commitments, and lane access • Active management – Managing demand for Express Lanes: 672 toll rates monitored – 7 days/week, 24 hours/day, all movements o Toll rate changes: 23 rate schedule adjustments have been made since opening lanes in March o The 23 adjustments resulted in: 479 toll rate increases due to traffic volume; and 44 toll rate decreases due to traffic volume At this time, Commissioner Adam Rush joined the meeting. At this time, Michael Blomquist welcomed and introduced Stantec Project Manager Sheldon Mar to present the traffic and revenue studies performed to support the Commission’s past work to finance the I-15 and SR-91 Express Lane projects. Sheldon Mar presented the traffic data comparing how the SR-91 Corridor currently functions and contrast that to how the corridor functioned in 2010 when the SR-91 Express Lanes feasibility study was completed, highlighting the following: • A chart of cumulative population growth since 2010 to 2016: Riverside-San Bernardino-Ontario, CA Metro area • Eastbound traffic growth charts from 2010 – 2017 at the County Line with 11 percent growth; SR-71 to Serfas Club Drive with 11 percent growth; and Main Street to I-15 with 1 percent growth Riverside County Transportation Commission Minutes February 14, 2018 Page 4 • Westbound traffic growth charts at the County Line from 2010- 2017 with 9 percent growth; Serfas Club Drive to SR-71 with 7 percent growth, I-15 to Main Street with 39 percent growth • Eastbound travel speeds on the 91 general purpose lanes from Monday – Thursday from 2:00 p.m. – 7:00 p.m.; and eastbound travel speeds on the 91 general purpose lanes on Fridays from 2:00 p.m. – 6:00 p.m. • Westbound travel speeds on the 91 general purpose lanes for typical weekdays from 4:00 a.m. – to 8:00 a.m.; westbound travel speeds on the 91 general purpose speeds between I-15 and Serfas Club Drive; and westbound 91 general purpose speeds between Serfas Club Drive to County Line • Travel speed hot spots data from sigalert.com for the SR-91 eastbound and westbound general purpose lanes from February 1 to March 16, 2017, March 21, 2017 to May 14, 2017, and August 25, 2017 to October 15, 2017 At this time, Sheldon Mar referred to David Thomas, Toll Manager, to present the 91 Corridor traffic improvement options. At this time, David Thomas, Toll Manager, presented the 91 Corridor traffic improvement options, highlighting the following areas: • Existing – Westbound 91 at the County Line location to the SR-71 connector and five general purpose lanes and two Express Lanes and the SR-71 on ramp joins and adds a sixth lane, which exists at Green River Road • Option 1 – Westbound 91 between Green River Road and SR-241 – 5+1 general purpose, remove Express Lanes access lane • Option 2 – Westbound 91 moving the access lane out of and into the Express Lanes further to the east before the Green River Road on ramp • Option 3 – Westbound 91 convert the separate egress and ingress lane into a continuous weave lane; • Option 4 – Westbound 91 convert the existing outside shoulder pavement into a sixth lane between Green River Road and SR-241 • Option 5 – Westbound 91 utilize the shoulder pavement and continue that extension to SR-71 • Option 6 – Westbound 91 a combination option of Options 3 and 4 • I-15 northbound traffic flow options between Magnolia Avenue and Ontario Avenue At this time, Michael Blomquist noted the 91 team are performing a number of traffic analysis, evaluating a number of improvements from a traffic operation standpoint, and highlighted the following: Riverside County Transportation Commission Minutes February 14, 2018 Page 5 • Decision criteria: o Do no harm approach o Coordination required with Caltrans, OCTA and CHP o Budget and speed of implementation o Vehicle and person throughput remain priorities o Need for consistency with RCTC’s toll policy • Next steps in evaluating options – Examine and analyze o Operation impact to corridors: general purpose lanes, express lanes, and overall corridor o Revenue Impacts o Other considerations: environmental clearance, cost, and how quickly can it be delivered • Return to the Western Riverside County Programs and Projects Committee Michele Wentworth, representing the Greater Corona Traffic Alliance, expressed although the express lanes added capacity what is happening to the commuters is an increase in commute time. She expressed the westbound 91 commuters are leaving earlier to get to their destination to avoid more traffic. She referred to the hot spots from the 91 westbound slide, which supports the idea of what is being heard from the community, which is commuters are spending longer on the freeway whether it is south of Corona on the I-15, or east, or in Corona. She requested the Commission consider the proposed solutions that have been addressed with staff and to use the toll funds being collected to be reinvested into the corridor. She then discussed the proposed changes for the Commissioners to consider. Amie Kinne, a resident from Temescal Valley, and owns a business at SR-91 and Main Street noted having an opportunity to meet with staff and wanted to bring up two points. She explained due to the way funding is going the entire county will eventually have toll lane projects so it is important to get the 91 Express Lanes right so these same issues do not occur again. She expressed concern for the surface streets and the traffic impacts in the communities around this toll project, as they are not included as part of the environmental impact report. Ms. Kinne suggested it would be valid to study outside the corridor so the same issues do not occur such as at Green River Road. She expressed going forward to look at the impacts in the surrounding areas of the project, which would be a benefit to everyone. Commissioner Karen Spiegel referred to Mr. Blomquist’s comment about the first thing to look at is do no harm and stated as it was addressed by the public speakers there was harm done in the city of Corona although it was done unintentional. She inquired about the shoulder pavement being extended to SR-71 as to how would it effect the merging from the Green River Road on ramp with those on SR-71 already in that lane. Riverside County Transportation Commission Minutes February 14, 2018 Page 6 David Thomas replied the merge from Green River Road on ramp would be similar to what it is today, but there would be an additional lane for the commuters to merge into. With that option, the Commission is not looking at turning off the ramp meter so it would be the same volume merging into six lanes instead of five lanes. In response to Commissioner Spiegel’s clarification if the shoulder pavement was only to Green River Road then the on ramp meter could be turned off, David Thomas replied this is a policy decision that comes from Caltrans although it is being looked at in the model. The reason it is being looked at is that the Commission needs to demonstrate to Caltrans there would be an improvement in doing that. He discussed the reasons for running the model with Option 4 as it gives the Commission the best opportunity for added capacity on the main line coupled with turning off the on ramp meter. In response to Commissioner Spiegel’s inquiry about the egress transition lane that was temporary and it is now permanent, and looking at making it a weaving lane instead, David Thomas replied that is Option 3. Commissioner Spiegel stated so if Options 3 and 4 were combined there will be all those components, which is what she has said all along there is not going to be one answer to fix this problem. She discussed how the Green River Road on ramp is the last one where you can access SR-91. She expressed it needs to be focused on Green River Road as the commuters are driving through Foothill Parkway or other routes through the city of Corona. Commissioner Spiegel referred to I-15 and inquired if the lanes extended to Ontario, and that second lane was added if it would not increase that merging problem. At this time, Commissioner Manuel Perez left the meeting. David Thomas clarified the merge in the express lanes itself, which needs to be looked at with the model and concurred with Commissioner Spiegel there could be a negative effect of the lane drop in the express lanes. Anne Mayer explained the reasons for studying so many options and combinations of options is to ensure there is an understanding of the full implications of the potential changes. She stated with respect to Green River Road the Commission is well aware of the impact. Anne Mayer stated the 91 Project team identified all the “Hot Spots” whether it is input that has been heard from the city council and city staff and have been taking this information and trying to make decisions based on data. Commissioner Brian Berkson stated now that the improvements have been done, it is faster driving in the general purpose lanes or really fast if in the express lanes. He clarified the sticking points for the last number of months is the Green River Road on ramp traveling westbound, and before that at SR-71 the traffic coming onto the SR-91, and everything works itself out after the SR-241 until about a mile before the SR-55. Commissioner Berkson expressed supporting Option 5 since it allows a dedicated lane Riverside County Transportation Commission Minutes February 14, 2018 Page 7 from Green River Road to the toll lane at SR-241, which will allow the free flow of traffic off of Green River Road without impeding too much of the mainline traffic. He would discourage the Commission from relocating the egress for the toll lane on the westbound side by moving it towards the east. At this time, Commissioner Vargas left the meeting. Commissioner John Tavaglione stated he was uncertain if it is Option 5 or a combination of Options 4, 5, and 6. He discussed how after the tolls were completed in Orange County and the Orange County Transportation Authority (OCTA) purchased the toll roads before Green River Bridge was reconstructed and widened. There was only one left turn lane coming from Green River Road onto SR-91 westbound during the mid and early 2000’s and an auxiliary lane was constructed then in both directions, which resulted in relief in traffic and it was inexpensive. He suggested if this could be done now, and be relatively inexpensive, without having to do much signage would cause some quick relief from Green River Road to the SR-241. Commissioner Spiegel concurred with Commissioner Tavaglione’s comments, which is if the Commission cannot make the final fix quickly then Options 1, 2, or 3 should be looked at to make some quick fixes of restriping so there is some relief until the bigger fixes are completed. At this time, Commissioner Steven Hernandez left the meeting. M/S/C to receive and file a presentation related to State Route 91 corridor traffic before and after the opening of the SR-91 Corridor Improvement Project (Project) and the 91 Express Lanes Status Report from December 2017. 9. ITEM(S) PULLED FROM CONSENT CALENDAR FOR DISCUSSION There were no items pulled from the Consent Calendar. 10. COMMISSIONERS/EXECUTIVE DIRECTOR’S REPORT 10A. Anne Mayer announced: • February 16 is the deadline the California Transportation Commission has imposed for the Congested Corridor Program component of SB 1 and the Commission in partnership with Caltrans will be submitting the 71/91 Connector Project for consideration • The Administration released the Federal Transportation proposal this week and the city staffs will be analyzing and will coming back to you through the Committee/Commission cycle to provide details on that infrastructure package Riverside County Transportation Commission Minutes February 14, 2018 Page 8 At this time, Commissioner Jim Hyatt left the meeting. 11. CLOSED SESSION 11A. 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) 2 219-270-006 223-050-009 Riverside County Transportation Commission 3 206-132-036 206-132-037 Riverside County Transportation Commission At this time, Commissioner Spiegel left the meeting. 1 279-190-046 279-240-019 Riverside County Transportation Commission There were no announcements from the Closed Session Item. 14. ADJOURNMENT There being no further business for consideration by the Riverside County Transportation Commission, Chair Reed adjourned the meeting at 11:00 a.m. The next Commission meeting is scheduled to be held at 9:30 a.m., Wednesday, March 14, 2018, Board Chambers, First Floor, County Administrative Center, 4080 Lemon Street, Riverside. Respectfully submitted, Tara Byerly Deputy Clerk of the Board AGENDA ITEM 7A Agenda Item 7A RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: March 14, 2018 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 six months ended December 31, 2017. BACKGROUND INFORMATION: During the first six months of the fiscal year, staff monitored the revenues and expenditures of the Commission. The attached financial statements present the revenues and expenditures for the first six months of the fiscal year. Period closing accrual adjustments are not included for revenues earned but not billed and expenditures incurred for goods and services received but not yet invoiced, as such adjustments are normally made during the year-end closing process. The operating statement shows the sales tax revenues for the second quarter at 31 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 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 October 2017. On a cash basis, the Measure A and Local Transportation Fund sales tax revenues are 5.56 and 8.59 percent higher, respectively than the same period last year. State Transit Assistance fund receipts for the second quarter have not yet been submitted by the State Controller’s Office. Staff will continue to monitor the trends in the sales tax receipts and report to the Commission any necessary adjustments. Federal, state, and local revenues are on a reimbursement basis. The Commission will receive these revenues as eligible project costs are incurred and invoiced to the respective agencies. The negative revenue amounts for federal and state reimbursements reflect the reversal of 1 Agenda Item 7A FY 2016/17 accrued revenues at the beginning of FY 2017/18 in excess of amounts billed through the second quarter. Reimbursement invoices for expenditures through the second quarter will be prepared and submitted in the third quarter. During the FY 2017/18 budget process and as per the mid-year budget revision, the Commission took a conservative approach to estimate the Transportation Uniform Mitigation Fee (TUMF) revenues of $21 million passed through from the Western Riverside Council of Governments (WRCOG). The Commission received TUMF receipts through September 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 141 percent of the budget. Toll violations and fee revenues earned represent 135 percent of the budget. Other revenues include proceeds from the return of leased vehicles and the sale of excess land acquired in connection with the State Route 91 Project, carpool violation fines, and 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 second quarter primarily as a result of the investment of sales tax revenue bond proceeds and increasing investment yields. The expenditure/expenses and other financing sources/uses categories are in line overall with the expectations of the budget with the following exceptions. •Professional services are under budget primarily due to unused budget authority for highway and rail general legal services, public outreach activities, and rail operations and development activities; •Support costs are under budget primarily due to unused budget authority for rail utilities and maintenance costs and toll operations and maintenances costs; •Program operations are under budget due to unused budget authority for the 91 Project and I-15 Express Lanes project activities; toll operations, motorist and commuter assistance program operations; and highway and rail program management; •Capital project expenditures are generally affected by lags in invoices submitted by contractors and consultants, as well as other issues encountered during certain phases of the projects. The negative expenditure amounts for construction reflect the reversal of FY 2016/17 accrued expenditures at the beginning of FY 2017/18, in excess of amounts paid through the second quarter. The status of significant capital projects with budget exceeding $5 million is discussed in the attachment; 2 Agenda Item 7A • Operating and capital disbursements are made as claims are submitted to the Commission by transit operators; • 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 October 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. In July 2017, the Commission retired $30 million of outstanding commercial paper notes in connection with the issuance of the 2017 Sales Tax Revenue Bonds (2017 Bonds) for the I-15 Express Lanes project and 91 Project completion; • Debt service 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. On a quarterly basis, accrued interest on the 91 Project Transportation Infrastructure Finance and Innovation Act (TIFIA) loan and the 2013 Toll Revenue Bonds Series B (capital appreciation) is recorded in the RCTC 91 Express Lanes Enterprise Fund accounting records; however, such interest is not paid in the current year and is therefore not included in the FY 2017/18 budget. • Cost of issuance relates to the underwriters’ discount paid for the 2017A Bonds issued for the I-15 Express Lanes project, completion of the 91 Project, and retirement of outstanding commercial paper notes and the 2017B Refunding Bonds issued to refund all of the outstanding 2010A Bonds and a portion of the outstanding 2013A Bonds. Other costs incurred in connection with the bond issuance and refunding are reflected in professional services; • Payment to escrow agent relates to the advance refunding of all of the outstanding 2010A Bonds and a portion of the 2013A Bonds resulting from the federal tax reform legislation, which included provisions, among other changes, to no longer permit advance refundings of tax-exempt municipal debt after December 2017. This presented 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. • Capital outlay expenditures are under budget due to unused budget authority for station security improvements, office and property improvements for the I-15 Express Lanes project, and Commission office, network, hardware, and software improvements; • The Commission issued $158,760,000 of 2017A Bonds at a premium of $28.9 million to pay a portion of the costs of the I-15 Express Lanes project and completion of the 91 Project, retire $30 million of outstanding commercial paper notes, and pay costs of issuance, including the costs of the TIFIA loan related to the I-15 Express Lanes project. Additionally, the Commission issued $392,730,000 of 2017B Refunding Bonds at a premium of $80 million to refund outstanding 2010A Bonds and 2013A Bonds; and 3 Agenda Item 7A • The Commission entered into a loan agreement with the U.S. Department of Transportation for a $152.5 million TIFIA loan to pay eligible I-15 Express Lanes project costs. Proceeds of the TIFIA loan may be drawn upon after certain conditions have been met. During the second quarter, the Commission drew down $0 in TIFIA loan proceeds. During construction of the I-15 Express Lanes project and for a period of up to five years following substantial completion, interest is compounded and added to the initial TIFIA loan. TIFIA debt service payments are expected to commence June 2025, which is approximately five years after substantial completion of the I-15 Express Lanes project, through June 2055. Attachments: 1) Quarterly Project Status – December 2017 2) Quarterly Financial Statements – December 2017 4 RIVERSIDE COUNTY TRANSPORTATION COMMISSION QUARTERLY PROJECT STATUS 2ND QUARTER FOR SIX MONTHS ENDED 12/31/2017 FY 2017/18 BUDGET 2ND QUARTER EXPENDITURES Project Description Project Status 91 Project (P003028) $130,026,400 $26,403,617 The Design-Build contract has an actual reported progress of 99 percent as of December 31, 2017, with substantial completion occurring on March 20, 2017. The Commission has acquired and delivered all 197 Caltrans Parcel Numbers to the Design-Builder. Construction is complete on all 32 bridges and all 92 walls. All 90 utility relocations are complete. The under run of the FY 2017/18 budget at the second quarter is due to accrual reversals of expenditures in FY 2016/17 for the Design- Build contract ($16 million), utilities ($9 million) and the Army Corps of Engineers Reach 9 project ($2 million). The Commission remitted $30 million of the $42 million final settlement to the Design-Builder. The Systems Integration and Implementation Contract work is complete and payment of retention will be processed in the third quarter. The project connects with Orange County Transportation Authority’s tolled express lanes at the Orange County/Riverside County line and continues approximately eight miles to the Interstate (I)-15/State Route (SR)-91 interchange. The project involves widening pavement on the outside of the existing highway to reposition general purpose lanes and repurposing the existing high occupancy vehicle (HOV) lanes to accommodate two-tolled express lanes in the median in each direction. The 91 Project also involves constructing one new general purpose lane in each direction from SR-71 to I-15, ultimately providing two- tolled express lanes and five general purpose lanes in each direction. 91 Project development activities began in September 2007, construction work related to roadway and structures began in July 2014, and the toll lanes opened in March 2017. The total acquisition and construction cost of the 91 Project is estimated at $1.4 billion, including capitalized interest, debt service reserves, contingency, and cost of issuance. I-15 Express Lanes project (P003027) 127,210,000 37,098,809 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. Eight of 11 Bridge Type Selection Reports have been approved. Civil construction work is complete on the project’s one utility relocation. Negotiations continue with BNSF Railway for the construction and maintenance agreement. All temporary construction easements for sound wall construction have been acquired. A groundbreaking ceremony was held on December 6, 2017. The under run of the FY 2017/18 budget at the second quarter is due to under runs in the Design-Build contract ($12 million) and the project construction and management (PCM)contract ($5 million). 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 2017 Base Case estimates the total project cost at $471 million, which includes $42 million of contingency. ATTACHMENT 1 5 FY 2017/18 BUDGET 2ND QUARTER EXPENDITURES Project Description Project Status 15/91 North Direct Connector (P003039) 6,620,000 277,042 In October 2017 the Commission approved an amendment to the existing I-15 PCM contract for ELC project approval and environmental document work. In November 2017 the Commission approved a contract with WSP USA, Inc. for ELC project management services. In January 2018 the Commission approved an amendment to the existing I-15 PCM contract for ELC PCM support. Staff continues work on the procurement of both a Toll Services Provider and a Design-Builder for the ELC project. The 15/91 Express Lane Connector (ELC) project constructs an express lanes median direct connector from southbound I-15 to westbound SR-91 and from eastbound SR-91 to northbound I-15 in the city of Corona. The project also adds tolled-express lanes in each direction of I-15 from the 15/91 ELC to Hidden Valley Parkway; adds a tolled-express lane in each direction of SR-91 from east of Lincoln Avenue to the 15/91 ELC; extends the tolled-express lane along eastbound SR-91 from I-15 to west of Promenade Avenue; and extends eastbound auxiliary lane along SR-91 from west of I-15 to west of Promenade Avenue. The project also includes the addition of a toll collection system infrastructure along I-15 and SR-91. The estimated project cost is $180 million and the project is funded by state funds allocated under Senate Bill 132 legislation. The project activities began in April 2017 and express lanes are expected to open to traffic in 2022. Mid County Parkway (P002302, P612302, & P002317) 25,441,000 5,162,317 The Commission approved the procurement for final design of the I-215 Placentia Interchange in November 2016 and notice to proceed was issued the same month. Staff secured approval with the Federal Highway Administration of the New Connection Report. 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. Staff continues to work with state and federal agencies on permitting packages for the first construction contract. Settlement talks with plaintiffs challenging the environmental document continue. The environmental document for a new corridor from I- 215 to SR-79 was approved in April 2015. The first design package is anticipated to be completed in FY 2018/2019. Construction of this new facility will be completed over many years as funding becomes available; the project cost is estimated at $1.3 to $1.6 billion. Pachappa Underpass project (P003038) 13,126,300 59,732 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 by Caltrans and UPRR. The project will remove the Pachappa shoofly activities and construct the retaining wall, drainage, and track work for the permanent Pachappa underpass; the project construction cost is estimated at $12 million. 6 FY 2017/18 BUDGET 2ND QUARTER EXPENDITURES Project Description Project Status Perris Valley Line and other rail projects (P003800, P003823, P003830, P003832, P003834) 23,109,600 (7,288,028) The Federal Transit Administration (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 was reached on October 20, 2017. Claim mediation is scheduled in January 2018. The negative expenditure amounts in the second quarter represents accrual reversals of expenditures in FY 2016/17. The project extends commuter rail services to the city of Perris. The project commenced in December 2007 when the Commission received approval from the Federal Transit Administration (FTA) to move into project development. The estimated project cost is $248.3 million. Other rail projects include adding a fourth main track between the Riverside Downtown station to the connector to the San Jacinto Branch Line at Highgrove. This list discusses the significant capital projects (i.e., total budgeted costs in excess of $5 million) and related status. Capital project expenditures are generally affected by lags in invoices submitted by contractors and consultants, as well as issues encountered during certain phases of the projects. The capital projects budgets tend to be based on aggressive project schedules. 7 Revenues Sales tax 281,227,000$ 87,375,638$ (193,851,362)$ 31% Federal reimbursements 78,563,200 (3,055,774) (81,618,974)-4% State reimbursements 16,589,100 (109,917) (16,699,017)-1% Local reimbursements 7,515,100 209,538 (7,305,562)3% Transportation Uniform Mitigation Fee 22,250,000 5,888,330 (16,361,670)26% Toll revenues 13,987,600 19,702,607 5,715,007 141% Toll violations and fee revenues 2,848,200 3,839,615 991,415 135% Other revenues 2,128,700 847,410 (1,281,290)40% Investment income 3,509,400 3,416,082 (93,318)97% Total revenues 428,618,300 118,113,529 (310,504,771)28% Expenditures Salaries and benefits 9,554,200 4,748,874 4,805,326 50% Professional and support Professional services 21,703,300 5,640,131 16,063,169 26% Support costs 12,552,800 3,733,797 8,819,003 30% Total Professional and support costs 34,256,100 9,373,928 24,882,172 27% Projects and operations Program operations - general 27,423,900 11,592,201 15,831,699 42% Engineering 12,007,900 1,569,060 10,438,840 13% Construction 75,075,100 (3,590,320) 78,665,420 -5% Design Build 192,599,700 74,784,490 117,815,210 39% Right of way/land 88,112,700 3,462,792 84,649,908 4% Operating and capital disbursements 150,005,600 68,415,684 81,589,916 46% Special studies 3,952,000 290,776 3,661,224 7% Local streets and roads 58,085,000 16,916,513 41,168,487 29% Regional arterials 30,416,000 4,064,964 26,351,036 13% Total projects and operations 637,677,900 177,506,160 460,171,740 28% Debt service Principal 66,045,000 30,000,000 36,045,000 45% Interest 41,123,200 26,908,986 14,214,214 65% Cost of issuance 6,254,900 2,124,986 4,129,914 34% Payment to escrow agent 475,500,000 471,089,840 4,410,160 99% Total debt service 588,923,100 530,123,812 58,799,288 90% Capital outlay 6,871,000 549,029 6,321,971 8% Total Expenditures 1,277,282,300 722,301,803 554,980,497 57% Excess revenues over (under) expenditures (848,664,000) (604,188,274) 569,549,251 71% Other financing sources/(uses) Transfer in 313,676,500 178,791,609 (134,884,891) 57% Transfer out (313,676,500) (178,791,609) 134,884,891 57% Debt proceeds 655,960,000 551,490,000 (104,470,000) 84% TIFIA loan proceeds 88,000,000 - (88,000,000) N/A Bond premium 18,892,000 108,990,018 90,098,018 N/A Total financing sources/(uses)762,852,000 660,480,018 102,371,982 87% Net change in fund balances (85,812,000) 56,291,744 671,921,233 -66% Fund balance July 1, 2017 687,463,600 412,734,228 (274,729,372) 60% Fund balance December 31, 2017 601,651,600$ 469,025,972$ 397,191,861$ 78% RIVERSIDE COUNTY TRANSPORTATION COMMISSION QUARTERLY BUDGET TO ACTUAL FY 2017/18 BUDGET 2ND QUARTER ACTUAL PERCENT UTILIZATION REMAINING BALANCE FOR SIX MONTHS ENDED 12/31/2017 2ND QUARTER ATTACHMENT 2 8 ENTERPRISE FUND OTHER AGENCY PROJECTS SB132 TOLL OPERATIONS Revenues Sales tax -$ -$ 43,653,532$ 12,284,721$ 298,727$ 28,652,485$ 2,486,173$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 87,375,638$ Federal reimbursements 1,111,142 - (5,648,445) - - - - - 88,882 - - - - - - 1,392,647 (3,055,774) State reimbursements - 662,304 (772,221) - - - - - - - - - - - - - (109,917) Local reimbursements - 209,538 - - - - - - - - - - - - - - 209,538 Transportation Uniform Mitigation Fe - - - - - - - 5,888,330 - - - - - - - - 5,888,330 Toll revenues - - - - - - - - - - - 19,702,607 - - - - 19,702,607 Toll violations and fee revenues - - - - - - - - - - - 3,839,615 - - - - 3,839,615 Other revenues 16,475 5,018 450,888 - - - - - - - - 375,029 - - - - 847,410 Investment income 49,639 20,433 620,025 127,058 - 246,273 195,259 211,294 8,460 415 - 79,128 726,314 1,052,248 692 78,844 3,416,082 Total revenues 1,177,256 897,293 38,303,779 12,411,779 298,727 28,898,758 2,681,432 6,099,624 97,342 415 - 23,996,379 726,314 1,052,248 692 1,471,491 118,113,529 Expenditures Salaries and benefits 3,043,826 44,149 1,239,135 64 - - - 91,549 6,511 34,719 97,599 191,322 - - - - 4,748,874 Professional and support Professional services 1,510,760 128,327 3,438,233 20,431 - - 5,729 90,753 124,385 22,528 158,834 140,151 - - - - 5,640,131 Support costs 2,284,095 63,644 235,069 - - - - 3,411 - 323 2,429 1,144,826 - - - - 3,733,797 Total Professional and support costs 3,794,855 191,971 3,673,302 20,431 - - 5,729 94,164 124,385 22,851 161,263 1,284,977 - - - - 9,373,928 Projects and operations Program operations - general 997,673 1,049,349 6,122,497 - - - - 88,078 - 77,014 - 3,257,590 - - - - 11,592,201 Engineering - - 880,642 - - - - 688,418 - - - - - - - - 1,569,060 Construction - - (3,604,249) - - - - 13,929 - - - - - - - - (3,590,320) Design Build - - 74,784,490 - - - - - - - - - - - - - 74,784,490 Right of way/land - - (936,203) - - - - 4,378,481 - 20,514 - - - - - - 3,462,792 Operating and capital disbursement 15,156,197 - 2,464,386 2,576,700 - 47,733,678 484,723 - - - - - - - - - 68,415,684 Special studies 290,776 - - - - - - - - - - - - - - - 290,776 Local streets and roads - - 12,318,134 4,299,652 298,727 - - - - - - - - - - - 16,916,513 Regional arterials - - - 4,064,964 - - - - - - - - - - - - 4,064,964 Total projects and operations 16,444,646 1,049,349 92,029,697 10,941,316 298,727 47,733,678 484,723 5,168,906 - 97,528 - 3,257,590 - - - - 177,506,160 Debt service Principal - - - - - - - - - - - - 30,000,000 - - - 30,000,000 Interest - - - - - - - - - - - 13,490,486 37,485 62,233 - 13,318,782 26,908,986 Cost of issuance - - - - - - - - - - - - - 2,124,986 - - 2,124,986 Payment to escrow agent - - - - - - - - - - - - - 471,089,840 - - 471,089,840 Total debt service - - - - - - - - - - - 13,490,486 30,037,485 473,277,059 - 13,318,782 530,123,812 Capital outlay 23,376 - 525,653 - - - - - - - - - - - - - 549,029 Total Expenditures 23,306,703 1,285,469 97,467,787 10,961,811 298,727 47,733,678 490,452 5,354,619 130,896 155,098 258,862 18,224,375 30,037,485 473,277,059 - 13,318,782 722,301,803 Excess revenues over (under) expenditures (22,129,447) (388,176) (59,164,008) 1,449,968 - (18,834,920) 2,190,980 745,005 (33,554) (154,683) (258,862) 5,772,004 (29,311,171) (472,224,811) 692 (11,847,291) (604,188,274) Other financing sources/(uses) Transfer in 16,597,989 - 116,319,800 - - - - - - - - - 30,000,000 - 216,954 15,656,866 178,791,609 Transfer out (520,000) (94,000) (18,495,692) (406,100) (15,900) (13,002,389) (31,100) (280,200) (18,800) - (31,700) (460,154) (23,465,276) (119,232,452) (1,345,200) (1,392,646) (178,791,609) Debt proceeds - - - - - - - - - - - - - 551,490,000 - - 551,490,000 Bond premium - - - - - - - - - - - - - 108,990,018 - - 108,990,018 Total financing sources/(uses)16,077,989 (94,000) 97,824,108 (406,100) (15,900) (13,002,389) (31,100) (280,200) (18,800) - (31,700) (460,154) 6,534,724 541,247,566 (1,128,246) 14,264,220 660,480,018 Net change in fund balances (6,051,458) (482,176) 38,660,100 1,043,868 (15,900) (31,837,309) 2,159,880 464,805 (52,354) (154,683) (290,562) 5,311,850 (22,776,447) 69,022,755 (1,127,554) 2,416,929 56,291,744 Fund balance July 1, 2017 19,126,100 8,842,499 221,510,954 47,791,274 556 115,175,281 75,432,832 81,473,550 3,308,418 180,162 (23,054) (293,678,840) 46,951,913 63,532,514 1,127,554 21,982,515 412,734,228 Fund balance December 31, 2017 13,074,642$ 8,360,323$ 260,171,054$ 48,835,142$ (15,344)$ 83,337,972$ 77,592,712$ 81,938,355$ 3,256,064$ 25,479$ (313,616)$ (288,366,990)$ 24,175,466$ 132,555,269$ -$ 24,399,444$ 469,025,972$ MEASURE A SALES TAX TRANSPORTATION UNIFORM MITIGATION FEE (TUMF) TRANSPORTATION DEVELOPMENT ACT COACHELLA VALLEY RAIL CAPITAL PROJECTS FUNDS GENERAL FUND FSP/ SAFE WESTERN COUNTY PALO VERDE VALLEY COACHELLA VALLEY LOCAL TRANSPORTATION FUND TOLL REVENUE BONDS SPECIAL REVENUE FUNDS RIVERSIDE COUNTY TRANSPORTATION COMMISSION QUARTERLY BUDGET TO ACTUAL BY FUND 2ND QUARTER FOR SIX MONTHS ENDED 12/31/2017 RIVERSIDE COUNTY TRANSPORTATION COMMISSION QUARTERLY BUDGET TO ACTUAL BY FUND 2ND QUARTER FOR SIX MONTHS ENDED 12/31/2017 SALES TAX BONDS DEBT SERVICE COMBINED TOTALCOMMERCIAL PAPER STATE TRANSIT ASSISTANCE 9 AGENDA ITEM 7B Agenda Item 7B RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: March 14, 2018 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 BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to receive and file the Quarterly Investment Report for the quarter ended December 31, 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 (I-15 ELP), the Commission determined it would be prudent to engage an investment manager for the bond proceeds and other required funds. Additionally, the Commission desired to engage an investment manager to provide investment advisory and management services related to the Commission’s operating funds. In May 2013, following a competitive procurement, the Commission awarded two investment management services agreements to Logan Circle Partners, L.P. (Logan) for the 91 Project’s proceeds generated from the issuance of sales tax revenue bonds and toll revenue bonds and to Payden & Rygel Investment Management (Payden & Rygel) for Commission operating funds. At its April 2017 meeting and based on a competitive procurement, the Commission awarded an investment management services agreement to Logan related to the proceeds from the issuance of the sales tax revenue bonds for the I-15 ELP. Logan invested the 91 Project debt proceeds during the first quarter of Fiscal Year 2013/14 in the Short-Term Actively Managed Program (STAMP). Since June 2015, the Commission funded its annual 91 Project equity contributions approximating $97.3 million; the funds were invested by Logan in a separate STAMP account. As of June 30, 2017, the 91 Project bond proceeds in the STAMP Portfolio Toll Revenue Project Senior Lien Fund and Toll Revenue Project Sales Tax Revenue Fund were fully expended, consistent with financing expectations. 10 Agenda Item 7B Payden & Rygel was authorized to make specific investments for the Commission’s operating funds beginning with the third quarter of FY 2014/15. In July 2017, the I-15 ELP project and 91 Project completion financing (2017 Financing) was completed and sales tax bond proceeds approximating $154.6 million were received. Logan invested the 2017 Financing debt proceeds in a separate STAMP portfolio during the first quarter of FY 2017/18. The quarterly investment report for the second 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; • 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 Financing STAMP Portfolio Sales Tax I-15 ELP Project Fund Summary of investment by credit rating, industry group, asset class, security type, and market sector; • 2017 Financing STAMP Portfolio Ramp Up Fund Summary of investment by credit rating, industry group, asset class, security type, and market sector; • Logan Circle Partners, L.P. Short Duration Fourth Quarter 2017 Review; • Payden & Rygel Operating Portfolio by Investment Category; • Payden & Rygel Operating Portfolio Transaction Report; • Payden & Rygel Operating Portfolio Fourth Quarter 2017 Review; and • County of Riverside Investment Report for the Quarter Ended December 31, 2017. The Commission’s investments were in full compliance with the Commission’s investment policy adopted on December 13, 2017, 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. 11 Agenda Item 7B 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) 2017 Financing STAMP Portfolio by Investment Category 8) 2017 Financing STAMP Portfolio by Account 9) 2017 Financing STAMP Portfolio Transaction Report by Account 10) 2017 Financing STAMP Portfolio Summary of Investments 11) 2017 Financing STAMP Portfolio Sales Tax Revenue Fund Summary of Investments 12) 2017 Financing STAMP Portfolio Sales Tax I-15 ELP Project Fund Summary of Investments 13) 2017 Financing STAMP Portfolio Ramp Up Fund Summary of Investments 14) Payden & Rygel Operating Portfolio by Investment Category 15) Payden & Rygel Operating Portfolio Transaction Report 16) Logan Circle Partners, L.P. Short Duration Quarterly Review 17) Payden & Rygel Operating Portfolio Quarterly Review 18) County of Riverside Investment Report 12 Riverside County Transportation Commission Investment Portfolio Report Period Ended: December 31, 2017 FAIR VALUE RATING MOODYS / S&P COUPON RATE PAR VALUE PURCHASE DATE MATURITY DATE YIELD TO MATURITY PURCHASE COST MARKET VALUE UNREALIZED GAIN (LOSS) OPERATING FUNDS City National Bank Deposits 17,590,234 A3/BBB+N/A N/A County Treasurer's Pooled Investment Fund 467,572,721 Aaa-bf/AAA-V1 N/A 1.33% Local Agency Investment Fund (LAIF)3,691,388 N/A N/A N/A Subtotal Operating Funds 488,854,343 FUNDS HELD IN TRUST County Treasurer's Pooled Investment Fund: Local Transportation Fund 83,669,542 Aaa-bf/AAA-V1 N/A 1.33% Subtotal Funds Held in Trust 83,669,542 COMMISSION MANAGED PORTFOLIO US Bank Payden & Rygel Operating 50,877,217 First American Government Obligation Fund 14,352,217 N/A N/A N/A 2013 Sales Tax Revenue Equity Fund 104 2013 Residual Fund Required Retained Balance 3,292,350 N/A N/A N/A Subtotal Commission Managed Portfolio 68,521,887 STAMP PORTFOLIO for 91 CIP Toll Revenue Project Senior Lien Fund - Series A & Series B Reserve Fund 17,677,641 Toll Revenue Project Capitalized Interest Fund - Sales Tax Revenue Capitalized Interest Fund 792,447 Subtotal STAMP Portfolio - 91 CIP 18,470,088 STAMP PORTFOLIO for 2017 Financing Sales Tax I15 ELP Project Revenue Fund 90,093,172 Sales Tax Revenue Fund 30,043,294 Ramp Up Fund 7,786,780 Subtotal STAMP Portfolio - 2017 Financing 127,923,246 TOTAL All Cash and Investments 787,439,105$ See attached report for details See attached report for details See attached report for details See attached report for details See attached report for details See attached report for details See attached report for details See attached report for details 2.24%1.92% 11.44% 3.82% 8.70%10.63% 62.08% $- $50,000,000 $100,000,000 $150,000,000 $200,000,000 $250,000,000 $300,000,000 $350,000,000 $400,000,000 $450,000,000 $500,000,000 STAMP Portfolio for 91 CIP Reserve STAMP Portfolio for 91 CIP Capitalized Interest STAMP Portfolio for 2017 Financing I15 ELP Project Revenue Fund STAMP Portfolio for 2017 Financing Revenue Fund STAMP Portfolio for 2017 Financing Ramp Up Fund Commission Managed Portfolio Trust Funds Operating Funds Nature of Investments 1.82% Mutual Funds 72.24% County Pool/Cash 0.47% LAIF 25.28% Fixed Income 0.19% Money Market Funds ATTACHMENT 1 13   14 Page 2 of 38 .Account Identifier Security Type Category Issuer Final Maturity Trade Date Current Face Value Original Cost Next Call Date Base Market Value Base Net Total Unrealized Gain/Loss Coupon Yield Summarized Credit Rating 256350023 LC-Sr Lien Reserve Fund-1 3137EADB2 Agency Federal Home Loan Mortgage Corp 01/13/2022 ---950,000.00 942,921.50 ---958,540.50 8,887.90 2.375 2.141 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 ---467,898.75 (5,434.87)1.375 2.032 AAA 256350023 LC-Sr Lien Reserve Fund-1 3135G0D75 Agency Federal National Mortgage Association Fannie Mae 06/22/2020 05/06/2015 600,000.00 593,490.00 ---592,884.00 (3,902.46)1.500 1.992 AAA 256350023 LC-Sr Lien Reserve Fund-1 31395EZP5 Agency CMO Federal Home Loan Mortgage Corp 08/15/2019 07/09/2013 19,578.86 20,713.82 ---19,732.36 (129.95)4.500 2.807 AAA 256350023 LC-Sr Lien Reserve Fund-1 38377RVK8 Agency CMO The Government National Mortgage Association Guarante 04/20/2039 ---116,891.90 120,188.61 ---118,036.27 (1,040.60)3.000 2.563 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 ---30,595.80 (19.95)2.968 2.345 AAA 256350023 LC-Sr Lien Reserve Fund-1 38376GB33 Agency CMO The Government National Mortgage Association Guarante 10/16/2044 01/23/2015 186,825.98 191,770.38 ---187,917.05 (380.29)3.500 2.298 AAA 256350023 LC-Sr Lien Reserve Fund-1 3137ASNH3 Agency CMO Federal Home Loan Mortgage Corp 09/25/2021 07/03/2013 226,579.49 221,419.50 ---223,860.54 (360.72)1.459 2.129 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 ---124,708.75 (92.07)2.373 2.403 AAA 256350023 LC-Sr Lien Reserve Fund-1 3137AUPE3 Agency CMO Federal Home Loan Mortgage Corp 06/25/2022 ---379,000.00 366,344.03 ---378,727.12 6,111.42 2.396 2.387 AAA 256350023 LC-Sr Lien Reserve Fund-1 38377RSZ9 Agency CMO The Government National Mortgage Association Guarante 06/16/2039 01/21/2015 22,260.58 23,591.97 ---22,851.38 (256.89)4.500 2.073 AAA 256350023 LC-Sr Lien Reserve Fund-1 3136A72D3 Agency CMO Federal National Mortgage Association Fannie Mae 04/25/2022 07/03/2013 360,727.90 342,691.51 ---360,947.95 8,489.66 2.482 2.438 AAA 256350023 LC-Sr Lien Reserve Fund-1 3137AXHP1 Agency CMO Federal Home Loan Mortgage Corp 09/25/2022 09/29/2017 140,000.00 142,089.06 ---140,798.00 (1,180.63)2.573 2.416 AAA 256350023 LC-Sr Lien Reserve Fund-1 38378B7F0 Agency CMO Government National Mortgage Association Guaranteed R 12/16/2042 ---450,000.00 427,324.22 ---433,224.00 (1,025.44)2.273 3.067 AAA 256350023 LC-Sr Lien Reserve Fund-1 38378CRT6 Agency CMO The Government National Mortgage Association Guarante 10/20/2040 05/22/2014 65,513.70 63,261.66 ---63,903.37 261.39 2.000 2.840 AAA 256350023 LC-Sr Lien Reserve Fund-1 38377JZ89 Agency CMO The Government National Mortgage Association Guarante 10/20/2039 07/05/2013 69,658.28 71,788.85 ---71,195.64 190.76 3.500 2.323 AAA 256350023 LC-Sr Lien Reserve Fund-1 31392JJ83 Agency CMO Federal National Mortgage Association Fannie Mae 03/25/2018 07/08/2013 402.47 424.61 ---402.42 (0.69)5.000 1.902 AAA 256350023 LC-Sr Lien Reserve Fund-1 38378TAF7 Agency CMO The Government National Mortgage Association Guarante 07/20/2041 07/05/2013 160,767.17 160,791.41 ---161,122.47 479.91 2.500 2.408 AAA 256350023 LC-Sr Lien Reserve Fund-1 38376T5Z1 Agency CMO The Government National Mortgage Association Guarante 01/16/2039 01/26/2015 102,566.61 107,156.46 ---103,739.97 (2,412.17)3.000 2.570 AAA 256350023 LC-Sr Lien Reserve Fund-1 38376WA62 Agency CMO The Government National Mortgage Association Guarante 10/20/2039 01/21/2015 54,609.67 57,334.09 ---57,415.51 (555.97)4.000 1.955 AAA 256350023 LC-Sr Lien Reserve Fund-1 38380AZ34 Agency CMO The Government National Mortgage Association Guarante 04/20/2046 11/28/2016 163,035.92 167,602.20 ---164,475.53 (2,756.35)3.000 2.839 AAA 256350023 LC-Sr Lien Reserve Fund-1 31381PEB0 Agency MBS Federal National Mortgage Association Fannie Mae 11/01/2020 09/26/2014 255,724.35 269,269.75 ---262,278.57 (74.11)3.370 2.458 AAA 256350023 LC-Sr Lien Reserve Fund-1 31417YKF3 Agency MBS Federal National Mortgage Association Fannie Mae 01/01/2030 07/10/2013 86,944.92 91,726.89 ---92,784.14 1,157.58 4.500 2.542 AAA 256350023 LC-Sr Lien Reserve Fund-1 36202F2H8 Agency MBS Ginnie Mae II 01/20/2027 11/14/2016 185,647.94 192,667.75 ---190,443.22 (1,947.55)3.000 2.169 AAA 256350023 LC-Sr Lien Reserve Fund-1 3138L33G8 Agency MBS Federal National Mortgage Association Fannie Mae 06/01/2020 11/12/2015 100,000.00 99,875.00 ---99,388.00 (452.25)2.010 2.218 AAA 256350023 LC-Sr Lien Reserve Fund-1 3137B1U75 Agency MBS Federal Home Loan Mortgage Corp 01/25/2023 08/29/2016 380,000.00 394,917.97 ---380,877.80 (10,567.00)2.522 2.439 AAA 256350023 LC-Sr Lien Reserve Fund-1 3136A4M48 Agency MBS Federal National Mortgage Association Fannie Mae 01/25/2022 07/05/2013 250,065.31 250,768.62 ---248,870.00 (1,711.70)2.098 2.894 AAA 256350023 LC-Sr Lien Reserve Fund-1 38378KWU9 Agency MBS The Government National Mortgage Association Guarante 11/16/2041 ---74,368.56 72,622.18 ---70,886.63 (2,453.20)1.400 3.654 AAA 256350023 LC-Sr Lien Reserve Fund-1 38378KXW4 Agency MBS The Government National Mortgage Association Guarante 02/16/2037 12/11/2014 179,474.48 178,605.16 ---176,014.22 (3,016.86)1.705 2.831 AAA 256350023 LC-Sr Lien Reserve Fund-1 31385XBG1 Agency MBS Federal National Mortgage Association Fannie Mae 03/01/2018 09/13/2013 0.02 0.02 ---0.02 0.00 6.000 3.104 AAA 256350023 LC-Sr Lien Reserve Fund-1 3138EKXL4 Agency MBS Federal National Mortgage Association Fannie Mae 03/01/2023 12/21/2016 274,228.23 271,143.16 ---273,007.91 1,562.31 2.356 2.444 AAA 256350023 LC-Sr Lien Reserve Fund-1 3136AHAE0 Agency MBS Federal National Mortgage Association Fannie Mae 04/25/2023 10/28/2016 196,828.15 201,072.26 ---197,267.08 (3,201.33)2.524 2.585 AAA 256350023 LC-Sr Lien Reserve Fund-1 3138L76A9 Agency MBS Federal National Mortgage Association Fannie Mae 11/01/2021 10/04/2016 124,811.07 129,315.97 ---125,347.75 (2,563.15)2.590 2.428 AAA 256350023 LC-Sr Lien Reserve Fund-1 38378B6A2 Agency MBS Government National Mortgage Association Guaranteed R 11/16/2052 01/22/2015 118,195.30 114,469.37 ---112,621.21 (3,156.40)1.826 3.408 AAA 256350023 LC-Sr Lien Reserve Fund-1 3136A7MN9 Agency MBS Federal National Mortgage Association Fannie Mae 05/25/2022 08/29/2016 300,000.00 308,578.13 ---298,494.00 (7,749.05)2.349 2.510 AAA 256350023 LC-Sr Lien Reserve Fund-1 38378KSL4 Agency MBS The Government National Mortgage Association Guarante 12/16/2046 ---425,000.00 415,829.11 ---403,758.50 (14,112.76)2.811 3.538 AAA 256350023 LC-Sr Lien Reserve Fund-1 31381Q6B7 Agency MBS Federal National Mortgage Association Fannie Mae 06/01/2021 07/15/2016 187,079.77 207,483.16 ---198,121.22 (3,421.12)4.295 2.383 AAA 256350023 LC-Sr Lien Reserve Fund-1 38378KRS0 Agency MBS The Government National Mortgage Association Guarante 07/16/2043 05/08/2015 450,000.00 434,460.94 ---431,235.00 (7,952.49)2.389 3.277 AAA 256350023 LC-Sr Lien Reserve Fund-1 38378XP62 Agency MBS The Government National Mortgage Association Guarante 05/16/2055 05/14/2015 334,544.16 338,673.69 ---326,331.10 (11,789.97)2.500 3.037 AAA 256350023 LC-Sr Lien Reserve Fund-1 38379KDN5 Agency MBS Government National Mortgage Association Guaranteed R 09/16/2055 08/05/2015 172,872.71 168,456.35 ---166,536.93 (3,714.52)2.111 3.242 AAA 256350023 LC-Sr Lien Reserve Fund-1 31381T4E7 Agency MBS Federal National Mortgage Association Fannie Mae 03/01/2022 10/25/2016 267,938.19 279,943.08 ---270,159.40 (7,213.63)2.670 2.588 AAA 256350023 LC-Sr Lien Reserve Fund-1 3138EJPZ5 Agency MBS Federal National Mortgage Association Fannie Mae 07/01/2022 08/29/2016 307,105.95 326,192.10 ---311,242.67 (10,575.84)2.973 2.500 AAA 205091001 LC-2013 A Capitalized Interest 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 12/31/2017 ---0.00 792,446.74 ---792,446.74 0.00 0.000 0.000 NA 256350023 LC-Sr Lien Reserve Fund-1 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 12/31/2017 ---0.00 107,572.21 ---107,572.21 0.00 0.000 0.000 NA 256350023 LC-Sr Lien Reserve Fund-1 912828SA9 TIPS Treasury, United States Department of 01/15/2022 ---452,283.60 454,586.25 ---450,460.90 (3,911.64)0.125 0.225 AAA 256350023 LC-Sr Lien Reserve Fund-1 912828V49 TIPS Treasury, United States Department of 01/15/2027 ---285,922.00 284,579.15 ---283,860.50 (805.28)0.375 0.456 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 ---157,144.00 (1,473.56)1.125 1.909 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 ---587,696.85 (6,114.04)2.125 1.946 AAA 256350023 LC-Sr Lien Reserve Fund-1 912828B58 US Gov Treasury, United States Department of 01/31/2021 ---1,640,000.00 1,677,556.65 ---1,645,772.80 (16,707.81)2.125 2.007 AAA 256350023 LC-Sr Lien Reserve Fund-1 912828G38 US Gov Treasury, United States Department of 11/15/2024 04/18/2017 1,350,000.00 1,369,037.11 ---1,343,034.00 (24,367.41)2.250 2.331 AAA 256350023 LC-Sr Lien Reserve Fund-1 912828XB1 US Gov Treasury, United States Department of 05/15/2025 05/24/2016 1,200,000.00 1,228,546.88 ---1,181,676.00 (42,110.51)2.125 2.351 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 ---1,371,944.00 (16,045.41)1.750 2.196 AAA 256350023 LC-Sr Lien Reserve Fund-1 912828L99 US Gov Treasury, United States Department of 10/31/2020 ---1,250,000.00 1,239,802.73 ---1,229,837.50 (11,790.91)1.375 1.962 AAA 17,692,453.24 18,690,532.36 18,470,088.21 (211,407.62) 91 CIP STAMP Portfolio by Investment Category for quarter ended December 31, 2017 ATTACHMENT 2 15   16 Page 3 of 38 Source Account Account Identifier Security Type Category Issuer Final Maturity Trade Date Current Face Value Original Cost Next Call Date Base Market Value Base Net Total Unrealized Gain/Loss Coupon Yield Summarized Credit Rating 205091001 LC-2013 A Capitalized Interest 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 12/31/2017 ---0.00 792,446.74 ---792,446.74 0.00 0.000 0.000 NA 256350023 LC-Sr Lien Reserve Fund-1 3137EADB2 Agency Federal Home Loan Mortgage Corp 01/13/2022 ---950,000.00 942,921.50 ---958,540.50 8,887.90 2.375 2.141 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 ---467,898.75 (5,434.87)1.375 2.032 AAA 256350023 LC-Sr Lien Reserve Fund-1 3135G0D75 Agency Federal National Mortgage Association Fannie Mae 06/22/2020 05/06/2015 600,000.00 593,490.00 ---592,884.00 (3,902.46)1.500 1.992 AAA 256350023 LC-Sr Lien Reserve Fund-1 31395EZP5 Agency CMO Federal Home Loan Mortgage Corp 08/15/2019 07/09/2013 19,578.86 20,713.82 ---19,732.36 (129.95)4.500 2.807 AAA 256350023 LC-Sr Lien Reserve Fund-1 38377RVK8 Agency CMO The Government National Mortgage Association Guaranteed REMIC Pass-T 04/20/2039 ---116,891.90 120,188.61 ---118,036.27 (1,040.60)3.000 2.563 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 ---30,595.80 (19.95)2.968 2.345 AAA 256350023 LC-Sr Lien Reserve Fund-1 38376GB33 Agency CMO The Government National Mortgage Association Guaranteed REMIC Pass-T 10/16/2044 01/23/2015 186,825.98 191,770.38 ---187,917.05 (380.29)3.500 2.298 AAA 256350023 LC-Sr Lien Reserve Fund-1 3137ASNH3 Agency CMO Federal Home Loan Mortgage Corp 09/25/2021 07/03/2013 226,579.49 221,419.50 ---223,860.54 (360.72)1.459 2.129 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 ---124,708.75 (92.07)2.373 2.403 AAA 256350023 LC-Sr Lien Reserve Fund-1 3137AUPE3 Agency CMO Federal Home Loan Mortgage Corp 06/25/2022 ---379,000.00 366,344.03 ---378,727.12 6,111.42 2.396 2.387 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 22,260.58 23,591.97 ---22,851.38 (256.89)4.500 2.073 AAA 256350023 LC-Sr Lien Reserve Fund-1 3136A72D3 Agency CMO Federal National Mortgage Association Fannie Mae 04/25/2022 07/03/2013 360,727.90 342,691.51 ---360,947.95 8,489.66 2.482 2.438 AAA 256350023 LC-Sr Lien Reserve Fund-1 3137AXHP1 Agency CMO Federal Home Loan Mortgage Corp 09/25/2022 09/29/2017 140,000.00 142,089.06 ---140,798.00 (1,180.63)2.573 2.416 AAA 256350023 LC-Sr Lien Reserve Fund-1 38378B7F0 Agency CMO Government National Mortgage Association Guaranteed REMIC Pass-Throu 12/16/2042 ---450,000.00 427,324.22 ---433,224.00 (1,025.44)2.273 3.067 AAA 256350023 LC-Sr Lien Reserve Fund-1 38378CRT6 Agency CMO The Government National Mortgage Association Guaranteed REMIC Pass-T 10/20/2040 05/22/2014 65,513.70 63,261.66 ---63,903.37 261.39 2.000 2.840 AAA 256350023 LC-Sr Lien Reserve Fund-1 38377JZ89 Agency CMO The Government National Mortgage Association Guaranteed REMIC Pass-T 10/20/2039 07/05/2013 69,658.28 71,788.85 ---71,195.64 190.76 3.500 2.323 AAA 256350023 LC-Sr Lien Reserve Fund-1 31392JJ83 Agency CMO Federal National Mortgage Association Fannie Mae 03/25/2018 07/08/2013 402.47 424.61 ---402.42 (0.69)5.000 1.902 AAA 256350023 LC-Sr Lien Reserve Fund-1 38378TAF7 Agency CMO The Government National Mortgage Association Guaranteed REMIC Pass-T 07/20/2041 07/05/2013 160,767.17 160,791.41 ---161,122.47 479.91 2.500 2.408 AAA 256350023 LC-Sr Lien Reserve Fund-1 38376T5Z1 Agency CMO The Government National Mortgage Association Guaranteed REMIC Pass-T 01/16/2039 01/26/2015 102,566.61 107,156.46 ---103,739.97 (2,412.17)3.000 2.570 AAA 256350023 LC-Sr Lien Reserve Fund-1 38376WA62 Agency CMO The Government National Mortgage Association Guaranteed REMIC Pass-T 10/20/2039 01/21/2015 54,609.67 57,334.09 ---57,415.51 (555.97)4.000 1.955 AAA 256350023 LC-Sr Lien Reserve Fund-1 38380AZ34 Agency CMO The Government National Mortgage Association Guaranteed REMIC Pass-T 04/20/2046 11/28/2016 163,035.92 167,602.20 ---164,475.53 (2,756.35)3.000 2.839 AAA 256350023 LC-Sr Lien Reserve Fund-1 31381PEB0 Agency MBS Federal National Mortgage Association Fannie Mae 11/01/2020 09/26/2014 255,724.35 269,269.75 ---262,278.57 (74.11)3.370 2.458 AAA 256350023 LC-Sr Lien Reserve Fund-1 31417YKF3 Agency MBS Federal National Mortgage Association Fannie Mae 01/01/2030 07/10/2013 86,944.92 91,726.89 ---92,784.14 1,157.58 4.500 2.542 AAA 256350023 LC-Sr Lien Reserve Fund-1 36202F2H8 Agency MBS Ginnie Mae II 01/20/2027 11/14/2016 185,647.94 192,667.75 ---190,443.22 (1,947.55)3.000 2.169 AAA 256350023 LC-Sr Lien Reserve Fund-1 3138L33G8 Agency MBS Federal National Mortgage Association Fannie Mae 06/01/2020 11/12/2015 100,000.00 99,875.00 ---99,388.00 (452.25)2.010 2.218 AAA 256350023 LC-Sr Lien Reserve Fund-1 3137B1U75 Agency MBS Federal Home Loan Mortgage Corp 01/25/2023 08/29/2016 380,000.00 394,917.97 ---380,877.80 (10,567.00)2.522 2.439 AAA 256350023 LC-Sr Lien Reserve Fund-1 3136A4M48 Agency MBS Federal National Mortgage Association Fannie Mae 01/25/2022 07/05/2013 250,065.31 250,768.62 ---248,870.00 (1,711.70)2.098 2.894 AAA 256350023 LC-Sr Lien Reserve Fund-1 38378KWU9 Agency MBS The Government National Mortgage Association Guaranteed REMIC Pass-T 11/16/2041 ---74,368.56 72,622.18 ---70,886.63 (2,453.20)1.400 3.654 AAA 256350023 LC-Sr Lien Reserve Fund-1 38378KXW4 Agency MBS The Government National Mortgage Association Guaranteed REMIC Pass-T 02/16/2037 12/11/2014 179,474.48 178,605.16 ---176,014.22 (3,016.86)1.705 2.831 AAA 256350023 LC-Sr Lien Reserve Fund-1 31385XBG1 Agency MBS Federal National Mortgage Association Fannie Mae 03/01/2018 09/13/2013 0.02 0.02 ---0.02 0.00 6.000 3.104 AAA 256350023 LC-Sr Lien Reserve Fund-1 3138EKXL4 Agency MBS Federal National Mortgage Association Fannie Mae 03/01/2023 12/21/2016 274,228.23 271,143.16 ---273,007.91 1,562.31 2.356 2.444 AAA 256350023 LC-Sr Lien Reserve Fund-1 3136AHAE0 Agency MBS Federal National Mortgage Association Fannie Mae 04/25/2023 10/28/2016 196,828.15 201,072.26 ---197,267.08 (3,201.33)2.524 2.585 AAA 256350023 LC-Sr Lien Reserve Fund-1 3138L76A9 Agency MBS Federal National Mortgage Association Fannie Mae 11/01/2021 10/04/2016 124,811.07 129,315.97 ---125,347.75 (2,563.15)2.590 2.428 AAA 256350023 LC-Sr Lien Reserve Fund-1 38378B6A2 Agency MBS Government National Mortgage Association Guaranteed REMIC Pass-Throu 11/16/2052 01/22/2015 118,195.30 114,469.37 ---112,621.21 (3,156.40)1.826 3.408 AAA 256350023 LC-Sr Lien Reserve Fund-1 3136A7MN9 Agency MBS Federal National Mortgage Association Fannie Mae 05/25/2022 08/29/2016 300,000.00 308,578.13 ---298,494.00 (7,749.05)2.349 2.510 AAA 256350023 LC-Sr Lien Reserve Fund-1 38378KSL4 Agency MBS The Government National Mortgage Association Guaranteed REMIC Pass-T 12/16/2046 ---425,000.00 415,829.11 ---403,758.50 (14,112.76)2.811 3.538 AAA 256350023 LC-Sr Lien Reserve Fund-1 31381Q6B7 Agency MBS Federal National Mortgage Association Fannie Mae 06/01/2021 07/15/2016 187,079.77 207,483.16 ---198,121.22 (3,421.12)4.295 2.383 AAA 256350023 LC-Sr Lien Reserve Fund-1 38378KRS0 Agency MBS The Government National Mortgage Association Guaranteed REMIC Pass-T 07/16/2043 05/08/2015 450,000.00 434,460.94 ---431,235.00 (7,952.49)2.389 3.277 AAA 256350023 LC-Sr Lien Reserve Fund-1 38378XP62 Agency MBS The Government National Mortgage Association Guaranteed REMIC Pass-T 05/16/2055 05/14/2015 334,544.16 338,673.69 ---326,331.10 (11,789.97)2.500 3.037 AAA 256350023 LC-Sr Lien Reserve Fund-1 38379KDN5 Agency MBS Government National Mortgage Association Guaranteed REMIC Pass-Throu 09/16/2055 08/05/2015 172,872.71 168,456.35 ---166,536.93 (3,714.52)2.111 3.242 AAA 256350023 LC-Sr Lien Reserve Fund-1 31381T4E7 Agency MBS Federal National Mortgage Association Fannie Mae 03/01/2022 10/25/2016 267,938.19 279,943.08 ---270,159.40 (7,213.63)2.670 2.588 AAA 256350023 LC-Sr Lien Reserve Fund-1 3138EJPZ5 Agency MBS Federal National Mortgage Association Fannie Mae 07/01/2022 08/29/2016 307,105.95 326,192.10 ---311,242.67 (10,575.84)2.973 2.500 AAA 256350023 LC-Sr Lien Reserve Fund-1 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 12/31/2017 ---0.00 107,572.21 ---107,572.21 0.00 0.000 0.000 NA 256350023 LC-Sr Lien Reserve Fund-1 912828SA9 TIPS Treasury, United States Department of 01/15/2022 ---452,283.60 454,586.25 ---450,460.90 (3,911.64)0.125 0.225 AAA 256350023 LC-Sr Lien Reserve Fund-1 912828V49 TIPS Treasury, United States Department of 01/15/2027 ---285,922.00 284,579.15 ---283,860.50 (805.28)0.375 0.456 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 ---157,144.00 (1,473.56)1.125 1.909 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 ---587,696.85 (6,114.04)2.125 1.946 AAA 256350023 LC-Sr Lien Reserve Fund-1 912828B58 US Gov Treasury, United States Department of 01/31/2021 ---1,640,000.00 1,677,556.65 ---1,645,772.80 (16,707.81)2.125 2.007 AAA 256350023 LC-Sr Lien Reserve Fund-1 912828G38 US Gov Treasury, United States Department of 11/15/2024 04/18/2017 1,350,000.00 1,369,037.11 ---1,343,034.00 (24,367.41)2.250 2.331 AAA 256350023 LC-Sr Lien Reserve Fund-1 912828XB1 US Gov Treasury, United States Department of 05/15/2025 05/24/2016 1,200,000.00 1,228,546.88 ---1,181,676.00 (42,110.51)2.125 2.351 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 ---1,371,944.00 (16,045.41)1.750 2.196 AAA 256350023 LC-Sr Lien Reserve Fund-1 912828L99 US Gov Treasury, United States Department of 10/31/2020 ---1,250,000.00 1,239,802.73 ---1,229,837.50 (11,790.91)1.375 1.962 AAA 17,692,453.24 17,898,085.62 17,677,641.47 (211,407.62) 91 CIP STAMP Portfolio by Account for quarter ended December 31, 2017 ATTACHMENT 3 17   18 Page 4 of 38 Source Account Account Identifier Description Beginning Base Market Value Base Purchases Base Sales Base Maturities and Redemptions Base Paydowns Net Total Realized Gain/Loss Base Amortization/A ccretion Base Change In Net Unrealized Gain/Loss Ending Base Market Value Ending Accrued Income Balance 205091001 LC-2013 A Capitalized Interest 912828PF1 UNITED STATES TREASURY - 1,003,750.00 - (1,000,000.00) - - (3,750.00) - - - 205091001 LC-2013 A Capitalized Interest 912828UZ1 UNITED STATES TREASURY 2,092,293.00 - - - - - (3,546.66) 2,756.65 - - 205091001 LC-2013 A Capitalized Interest 912828HH6 UNITED STATES TREASURY - 1,153,503.91 - (1,150,000.00) - - (3,503.91) - - - 205091001 LC-2013 A Capitalized Interest 912828NW6 UNITED STATES TREASURY - 1,203,046.88 - (1,200,000.00) - - (3,046.88) - - - 205091001 LC-2013 A Capitalized Interest 313385MQ6 FEDERAL HOME LOAN BANKS 1,199,868.00 (1,198,821.67) - - - - (1,009.93) (36.40) - - 205091001 LC-2013 A Capitalized Interest 313385FZ4 FEDERAL HOME LOAN BANKS - (1,199,116.00) - 1,200,000.00 - - (884.00) - - - 205091001 LC-2013 A Capitalized Interest 912828PF1 UNITED STATES TREASURY - 475,872.07 - (475,000.00) - - (872.07) - - - 205091001 LC-2013 A Capitalized Interest 084664BE0 BERKSHIRE HATHAWAY FINANCE CORP - - (830,760.00) - - (81.89) (858.43) - - - 205091001 LC-2013 A Capitalized Interest 037833AJ9 APPLE INC - - 2,992,050.00 - - (5,218.23) (834.02) - - - 205091001 LC-2013 A Capitalized Interest 31401MWC1 FN 712643 - - (97,016.41) - (84,863.88) (1,533.50) (623.74) (0.00) 0.00 - 205091001 LC-2013 A Capitalized Interest 313385DP8 FEDERAL HOME LOAN BANKS - (1,099,480.71) - 1,100,000.00 - - (519.29) - - - 205091001 LC-2013 A Capitalized Interest 45818LFZ8 INTER-AMERICAN DEVELOPMENT BANK - (799,484.45) - 800,000.00 - - (515.55) - - - 205091001 LC-2013 A Capitalized Interest 313385EN2 FEDERAL HOME LOAN BANKS - (999,547.78) - 1,000,000.00 - - (452.22) - - - 205091001 LC-2013 A Capitalized Interest 912796KT5 UNITED STATES TREASURY - (924,580.41) - 925,000.00 - - (419.59) - - - 205091001 LC-2013 A Capitalized Interest 313385JS6 FEDERAL HOME LOAN BANKS - (399,661.67) - 400,000.00 - - (338.33) - - - 205091001 LC-2013 A Capitalized Interest 912796QG7 UNITED STATES TREASURY - (1,234,670.67) - 1,235,000.00 - - (329.33) - - - 205091001 LC-2013 A Capitalized Interest 313385PE0 FEDERAL HOME LOAN BANKS 699,181.00 (698,812.63) - - - - (321.80) (46.57) - - 205091001 LC-2013 A Capitalized Interest 313385NZ5 FEDERAL HOME LOAN BANKS 699,279.00 (698,918.50) - - - - (320.27) (40.23) - - 205091001 LC-2013 A Capitalized Interest 31393V2T7 FHR 2627E GY - - (69,385.67) - (53,017.65) (779.23) (279.85) - - - 205091001 LC-2013 A Capitalized Interest 912796KU2 UNITED STATES TREASURY - (999,822.25) - 1,000,000.00 - - (177.75) - - - 205091001 LC-2013 A Capitalized Interest 912828D98 UNITED STATES TREASURY - 1,500,175.78 - (1,500,000.00) - - (175.78) - - - 205091001 LC-2013 A Capitalized Interest 313385EL6 FEDERAL HOME LOAN BANKS - (399,833.33) - 400,000.00 - - (166.67) - - - 205091001 LC-2013 A Capitalized Interest 36290WH47 GN 619551 176,370.56 - - - - - (108.14) 410.61 - - 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 3128H4NR6 FH E96700 - - (6,266.92) - (11,341.35) (145.70) (78.12) - - - 205091001 LC-2013 A Capitalized Interest 30231GAL6 EXXON MOBIL CORP - - 580,040.60 - - (230.27) (52.46) - - - 205091001 LC-2013 A Capitalized Interest 912828WH9 UNITED STATES TREASURY - 1,300,050.78 - (1,300,000.00) - - (50.78) - - - 205091001 LC-2013 A Capitalized Interest 31402QT68 FN 735073 44,296.30 - (40,891.46) - (3,209.90) (510.24) (44.26) 359.56 - - 205091001 LC-2013 A Capitalized Interest 313385NQ5 FEDERAL HOME LOAN BANKS 149,884.50 (149,832.63) - - - - (42.90) (8.97) - - 205091001 LC-2013 A Capitalized Interest 31392HWL3 FNR 033D BC - - (822.14) - (8,050.22) (62.19) (42.57) - - - 205091001 LC-2013 A Capitalized Interest 36290WH47 GN 619551 - - (152,733.83) - (22,448.30) (1,456.70) (34.19) 0.00 0.00 - 205091001 LC-2013 A Capitalized Interest 31393EXC8 FNR 0388E TH - - (39,032.65) - (6,016.49) (241.15) (33.40) - - - 205091001 LC-2013 A Capitalized Interest 313385BS4 FEDERAL HOME LOAN BANKS - (199,971.11) - 200,000.00 - - (28.89) - - - 205091001 LC-2013 A Capitalized Interest 31402RBG3 FN 735439 19,289.87 - (17,697.89) - (1,543.64) (200.83) (19.55) 172.04 - - 205091001 LC-2013 A Capitalized Interest 3128MBTH0 FH G13052 18,366.62 - (15,903.74) - (2,090.89) (132.44) (16.06) (223.48) 0.02 0.00 205091001 LC-2013 A Capitalized Interest 313385NS1 FEDERAL HOME LOAN BANKS 149,875.50 (149,862.50) - - - - (8.33) (4.67) - - 205091001 LC-2013 A Capitalized Interest 3132FEAK7 FH Z50010 4,522.46 - - - (4,411.05) (6.55) (6.49) (98.37) - - 205091001 LC-2013 A Capitalized Interest 3135G0ZB2 FEDERAL NATIONAL MORTGAGE ASSOCIATION - (574,995.98) - 575,000.00 - - (4.02) - - - 205091001 LC-2013 A Capitalized Interest 3128PHVS7 FH J06025 3,819.65 - (3,045.70) - (695.29) (17.36) (3.43) (57.88) - - 205091001 LC-2013 A Capitalized Interest 31392F6C6 FNR 0277C CB 4,682.12 - (2.79) - (4,675.52) (8.22) (3.18) 7.58 - - 205091001 LC-2013 A Capitalized Interest 31402RBG3 FN 735439 1,487.36 - (1,364.61) - (119.02) (11.20) (1.37) 8.84 - - 205091001 LC-2013 A Capitalized Interest 31402RBG3 FN 735439 899.28 - (825.06) - (71.96) (8.51) (0.88) 7.14 - - 205091001 LC-2013 A Capitalized Interest 31410GSQ7 FN 888927 535.40 - - - (535.26) (1.37) (0.33) 1.56 - - 205091001 LC-2013 A Capitalized Interest 9AMMF05B2 U.S. BANK MONEY MARKET ACCOUNT FUND 36,680.92 17,225,821.80 (16,470,055.98) - - - - - 792,446.74 - 205091001 LC-2013 A Capitalized Interest CCYUSD Receivable 13,750.00 - - - - - - - - - 205091001 LC-2013 A Capitalized Interest 822582AC6 SHELL INTERNATIONAL FINANCE BV - - - - - - - - - - 205091001 LC-2013 A Capitalized Interest 89153VAC3 TOTAL CAPITAL INTERNATIONAL SA - - - - - - - - - - 205091001 LC-2013 A Capitalized Interest 36200AFG9 GN 595167 367.79 - - - (367.49) (0.08) - (0.22) - - 205091001 LC-2013 A Capitalized Interest 235219JS2 DALLAS TEX - - - - - - - - - - 205091001 LC-2013 A Capitalized Interest 184126YS3 CLAYTON CNTY & CLAYTON CNTY GA WTR AUTH WTR & SEW - - - - - - - - - - 205091001 LC-2013 A Capitalized Interest 64966H4E7 NEW YORK N Y 1,170,128.70 - - (1,170,000.00) - - - (128.70) - - 205091001 LC-2013 A Capitalized Interest 31392FPP6 FNR 0274C PE 956.48 - - - (957.46) - - 0.98 - - 205091001 LC-2013 A Capitalized Interest 3128PGLY7 FH J04843 - - - - - - - - - - 205091001 LC-2013 A Capitalized Interest 912828UB4 UNITED STATES TREASURY - - - - - - - - - - 205091001 LC-2013 A Capitalized Interest 89236TAY1 TOYOTA MOTOR CREDIT CORP - - - - - - - - - - 205091001 LC-2013 A Capitalized Interest 912796KU2 UNITED STATES TREASURY - - - - - - - - - - 205091001 LC-2013 A Capitalized Interest 31392F6C6 FNR 0277C CB - 1,307.46 (1,307.46) - - - - - - - 205091001 LC-2013 A Capitalized Interest 3135G0ZB2 FEDERAL NATIONAL MORTGAGE ASSOCIATION - 574,995.98 - (575,000.00) - - 4.02 - - - 205091001 LC-2013 A Capitalized Interest 31393EXC8 FNR 0388E TH 45,071.18 - - - - - 10.32 242.19 - - 205091001 LC-2013 A Capitalized Interest 313385BS4 FEDERAL HOME LOAN BANKS - 199,971.11 - (200,000.00) - - 28.89 - - - 205091001 LC-2013 A Capitalized Interest 31392HWL3 FNR 033D BC 2,213.16 - - - 6,662.74 56.45 40.51 4.26 - - 205091001 LC-2013 A Capitalized Interest 912828WH9 UNITED STATES TREASURY - (1,300,050.78) - 1,300,000.00 - - 50.78 - - - 205091001 LC-2013 A Capitalized Interest 30231GAL6 EXXON MOBIL CORP - - (580,040.60) - - 230.27 52.46 - - - 205091001 LC-2013 A Capitalized Interest 912828J84 UNITED STATES TREASURY 696,745.00 - (696,363.28) - - 1,175.54 63.30 (1,620.56) - - 205091001 LC-2013 A Capitalized Interest 3128H4NR6 FH E96700 7,921.45 - - - 9,850.20 122.67 71.22 (133.45) - - 205091001 LC-2013 A Capitalized Interest 912828M23 UNITED STATES TREASURY 800,104.00 - - (800,000.00) - - 75.23 (179.23) - - 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 313385PR1 FEDERAL HOME LOAN BANKS - 164,901.34 - (165,000.00) - - 98.66 - - - 205091001 LC-2013 A Capitalized Interest 912828J84 UNITED STATES TREASURY 1,293,955.00 - (1,293,246.10) - - 2,308.99 119.21 (3,137.10) - - 205091001 LC-2013 A Capitalized Interest 313385NS1 FEDERAL HOME LOAN BANKS - 149,862.50 - (150,000.00) - - 137.50 - - - 205091001 LC-2013 A Capitalized Interest 912828UA6 UNITED STATES TREASURY - 674,841.80 - (675,000.00) - - 158.20 - - - 205091001 LC-2013 A Capitalized Interest 313385EL6 FEDERAL HOME LOAN BANKS - 399,833.33 - (400,000.00) - - 166.67 - - - 205091001 LC-2013 A Capitalized Interest 313385NQ5 FEDERAL HOME LOAN BANKS - 149,832.63 - (150,000.00) - - 167.37 - - - 205091001 LC-2013 A Capitalized Interest 912828D98 UNITED STATES TREASURY - (1,500,175.78) - 1,500,000.00 - - 175.78 - - - 205091001 LC-2013 A Capitalized Interest 912796KU2 UNITED STATES TREASURY - 999,822.25 - (1,000,000.00) - - 177.75 - - - 205091001 LC-2013 A Capitalized Interest 31393V2T7 FHR 2627E GY 81,801.32 - - - 40,664.20 397.51 246.72 352.66 - - 205091001 LC-2013 A Capitalized Interest 313385PW0 FEDERAL HOME LOAN BANKS - 499,726.88 - (500,000.00) - - 273.12 - - - 205091001 LC-2013 A Capitalized Interest 313385PW0 FEDERAL HOME LOAN BANKS - 699,679.55 - (700,000.00) - - 320.45 - - - 205091001 LC-2013 A Capitalized Interest 912796QG7 UNITED STATES TREASURY - 1,234,670.67 - (1,235,000.00) - - 329.33 - - - 205091001 LC-2013 A Capitalized Interest 313385JS6 FEDERAL HOME LOAN BANKS - 399,661.67 - (400,000.00) - - 338.33 - - - 205091001 LC-2013 A Capitalized Interest 313385NK8 FEDERAL HOME LOAN BANKS - 699,587.58 - (700,000.00) - - 412.42 - - - 205091001 LC-2013 A Capitalized Interest 912796KT5 UNITED STATES TREASURY - 924,580.41 - (925,000.00) - - 419.59 - - - 205091001 LC-2013 A Capitalized Interest 313385PW0 FEDERAL HOME LOAN BANKS - 699,579.42 - (700,000.00) - - 420.58 - - - 205091001 LC-2013 A Capitalized Interest 313385EN2 FEDERAL HOME LOAN BANKS - 999,547.78 - (1,000,000.00) - - 452.22 - - - 205091001 LC-2013 A Capitalized Interest 45818LFZ8 INTER-AMERICAN DEVELOPMENT BANK - 799,484.45 - (800,000.00) - - 515.55 - - - 205091001 LC-2013 A Capitalized Interest 313385DP8 FEDERAL HOME LOAN BANKS - 1,099,480.71 - (1,100,000.00) - - 519.29 - - - 91 CIP STAMP Portfolio Transaction Report by Account Quarter ended December 31, 2017 ATTACHMENT 4 19 Page 5 of 38 Source Account Account Identifier Description Beginning Base Market Value Base Purchases Base Sales Base Maturities and Redemptions Base Paydowns Net Total Realized Gain/Loss Base Amortization/A ccretion Base Change In Net Unrealized Gain/Loss Ending Base Market Value Ending Accrued Income Balance 91 CIP STAMP Portfolio Transaction Report by Account Quarter ended December 31, 2017 205091001 LC-2013 A Capitalized Interest 313385PB6 FEDERAL HOME LOAN BANKS - 499,475.84 - (500,000.00) - - 524.16 - - - 205091001 LC-2013 A Capitalized Interest 31401MWC1 FN 712643 115,134.99 - - - 69,089.09 776.39 540.02 (1,502.96) - - 205091001 LC-2013 A Capitalized Interest 912828PF1 UNITED STATES TREASURY 475,304.00 (475,872.07) - - - - 596.68 (28.61) - - 205091001 LC-2013 A Capitalized Interest 313589PP2 FEDERAL NATIONAL MORTGAGE ASSOCIATION - 1,024,370.48 - (1,025,000.00) - - 629.52 - - - 205091001 LC-2013 A Capitalized Interest 313385PG5 FEDERAL HOME LOAN BANKS - 1,499,368.76 - (1,500,000.00) - - 631.24 - - - 205091001 LC-2013 A Capitalized Interest 313385PV2 FEDERAL HOME LOAN BANKS - 1,999,256.11 - (2,000,000.00) - - 743.89 - - - 205091001 LC-2013 A Capitalized Interest 037833AJ9 APPLE INC - - (2,992,050.00) - - 5,218.23 834.02 - - - 205091001 LC-2013 A Capitalized Interest 313385PM2 FEDERAL HOME LOAN BANKS - 1,149,156.98 - (1,150,000.00) - - 843.02 - - - 205091001 LC-2013 A Capitalized Interest 084664BE0 BERKSHIRE HATHAWAY FINANCE CORP - - 830,760.00 - - 81.89 858.43 - - - 205091001 LC-2013 A Capitalized Interest 313385FZ4 FEDERAL HOME LOAN BANKS - 1,199,116.00 - (1,200,000.00) - - 884.00 - - - 205091001 LC-2013 A Capitalized Interest 313385PU4 FEDERAL HOME LOAN BANKS - 724,075.63 - (725,000.00) - - 924.37 - - - 205091001 LC-2013 A Capitalized Interest 313385NZ5 FEDERAL HOME LOAN BANKS - 698,918.50 - (700,000.00) - - 1,081.50 - - - 205091001 LC-2013 A Capitalized Interest 313385MQ6 FEDERAL HOME LOAN BANKS - 1,198,821.67 - (1,200,000.00) - - 1,178.33 - - - 205091001 LC-2013 A Capitalized Interest 313385PE0 FEDERAL HOME LOAN BANKS - 698,812.63 - (700,000.00) - - 1,187.37 - - - 205091001 LC-2013 A Capitalized Interest 313385PP5 FEDERAL HOME LOAN BANKS - 1,498,300.01 - (1,500,000.00) - - 1,699.99 - - - 205091001 LC-2013 A Capitalized Interest 912828UA6 UNITED STATES TREASURY 1,748,652.50 - - (1,750,000.00) - 0.00 1,891.99 (544.49) - - 205091001 LC-2013 A Capitalized Interest 313385PR1 FEDERAL HOME LOAN BANKS - 1,897,739.00 - (1,900,000.00) - - 2,261.00 - - - 205091001 LC-2013 A Capitalized Interest 912828NW6 UNITED STATES TREASURY - (1,203,046.88) - 1,200,000.00 - - 3,046.88 - - - 205091001 LC-2013 A Capitalized Interest 912828PF1 UNITED STATES TREASURY 1,000,640.00 (1,003,750.00) - - - - 3,051.24 58.76 - - 205091001 LC-2013 A Capitalized Interest 912828UZ1 UNITED STATES TREASURY - - (2,092,781.25) - - (2,544.76) 3,823.02 - - - 12,754,077.10 32,110,692.55 (20,998,742.94) (22,985,000.00) (78,149.15) (2,822.46) 9,550.72 (3,409.06) 792,446.77 0.00 256350005 LC-Project Fund-Toll 2 912828QQ6 UNITED STATES TREASURY - 3,281,250.39 (3,247,636.72) - - (5,976.99) (27,636.68) - - - 256350005 LC-Project Fund-Toll 2 202795HU7 COMMONWEALTH EDISON CO - - (257,134.35) - - (682.49) (9,006.94) - - - 256350005 LC-Project Fund-Toll 2 912828HA1 UNITED STATES TREASURY - 2,007,500.00 - (2,000,000.00) - - (7,500.00) - - - 256350005 LC-Project Fund-Toll 2 209111ET6 CONSOLIDATED EDISON COMPANY OF NEW YORK INC - - (222,360.60) - - (326.61) (6,773.96) - - - 256350005 LC-Project Fund-Toll 2 912828VK3 UNITED STATES TREASURY - - (1,948,628.91) - - (6,035.86) (4,120.57) - - - 256350005 LC-Project Fund-Toll 2 26442CAD6 DUKE ENERGY CAROLINAS LLC - - (117,143.76) - - (176.80) (2,772.24) - - - 256350005 LC-Project Fund-Toll 2 313385LR5 FEDERAL HOME LOAN BANKS - (2,397,576.00) - 2,400,000.00 - - (2,424.00) - - - 256350005 LC-Project Fund-Toll 2 912828TM2 UNITED STATES TREASURY - (2,497,656.25) - 2,500,000.00 - - (2,343.75) - - - 256350005 LC-Project Fund-Toll 2 313385KD7 FEDERAL HOME LOAN BANKS - (2,197,985.77) - 2,200,000.00 - - (2,014.23) - - - 256350005 LC-Project Fund-Toll 2 5006E0X50 The Korea Development Bank 599,940.00 (598,080.00) - - - - (1,834.67) (25.33) - - 256350005 LC-Project Fund-Toll 2 313385HT6 FEDERAL HOME LOAN BANKS - (998,212.50) - 1,000,000.00 - - (1,787.50) - - - 256350005 LC-Project Fund-Toll 2 313385JZ0 FEDERAL HOME LOAN BANKS - (2,198,229.00) - 2,200,000.00 - - (1,771.00) - - - 256350005 LC-Project Fund-Toll 2 43357LW81 Hitachi Capital America Corp.- (1,198,500.00) - 1,200,000.00 - - (1,500.00) - - - 256350005 LC-Project Fund-Toll 2 02361KVH4 Ameren Illinois Company - (1,198,532.66) - 1,200,000.00 - - (1,467.34) - - - 256350005 LC-Project Fund-Toll 2 46640PWD1 J.P. Morgan Securities LLC - (1,198,576.67) - 1,200,000.00 - - (1,423.33) - - - 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 87030JRH4 Aktiebolaget Svensk Exportkredit - (1,298,635.00) - 1,300,000.00 - - (1,365.00) - - - 256350005 LC-Project Fund-Toll 2 63873JUX6 Natixis - (1,198,658.00) - 1,200,000.00 - - (1,342.00) - - - 256350005 LC-Project Fund-Toll 2 34108ARR0 Florida Power & Light Company - (1,098,659.84) - 1,100,000.00 - - (1,340.16) - - - 256350005 LC-Project Fund-Toll 2 63873JRC6 Natixis - (1,098,727.37) - 1,100,000.00 - - (1,272.63) - - - 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 912828UR9 UNITED STATES TREASURY 1,701,811.65 - - - - - (1,254.92) 2,297.11 - - 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 313385JN7 FEDERAL HOME LOAN BANKS - (2,598,772.23) - 2,600,000.00 - (0.00) (1,227.77) - - - 256350005 LC-Project Fund-Toll 2 89352HAP4 TRANSCANADA PIPELINES LTD 150,277.50 - - - - - (1,223.72) (758.58) - - 256350005 LC-Project Fund-Toll 2 02360RUA6 Ameren Corporation - (998,819.44) - 1,000,000.00 - - (1,180.56) - - - 256350005 LC-Project Fund-Toll 2 89837LAA3 TRUSTEES OF PRINCETON UNIVERSITY 182,724.50 - (180,916.75) - - (491.77) (1,153.17) (162.81) - - 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 09659BUJ7 BNP Paribas - (1,198,859.33) - 1,200,000.00 - - (1,140.67) - - - 256350005 LC-Project Fund-Toll 2 14912DQE2 Caterpillar Financial Services Corporation - (1,448,865.78) - 1,450,000.00 - - (1,134.22) - - - 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 313385LC8 FEDERAL HOME LOAN BANKS - (2,498,888.89) - 2,500,000.00 - - (1,111.11) - - - 256350005 LC-Project Fund-Toll 2 83700EQA9 South Carolina Electric & Gas Company - (1,448,906.06) - 1,450,000.00 - - (1,093.94) - - - 256350005 LC-Project Fund-Toll 2 22533TU38 Credit Agricole Corporate and Investment Bank - (1,498,950.00) - 1,500,000.00 - - (1,050.00) - - - 256350005 LC-Project Fund-Toll 2 02581RVR1 American Express Credit Corporation - (1,298,960.00) - 1,300,000.00 - - (1,040.00) - - - 256350005 LC-Project Fund-Toll 2 92780JQ61 Virginia Electric and Power Company - (1,448,962.44) - 1,450,000.00 - - (1,037.56) - - - 256350005 LC-Project Fund-Toll 2 43357LU59 Hitachi Capital America Corp.- (998,968.89) - 1,000,000.00 - - (1,031.11) - - - 256350005 LC-Project Fund-Toll 2 06538BU68 The Bank of Tokyo-Mitsubishi UFJ, Ltd.- (1,498,976.25) - 1,500,000.00 - - (1,023.75) - - - 256350005 LC-Project Fund-Toll 2 313385JQ0 FEDERAL HOME LOAN BANKS - (1,698,988.50) - 1,700,000.00 - - (1,011.50) - - - 256350005 LC-Project Fund-Toll 2 04056AW81 Arizona Public Service Company - (998,988.89) - 1,000,000.00 - - (1,011.11) - - - 256350005 LC-Project Fund-Toll 2 93884EW50 Washington Gas Light Company - (1,248,711.11) 1,249,713.20 - - 4.86 (1,006.95) - - - 256350005 LC-Project Fund-Toll 2 313385HN9 FEDERAL HOME LOAN BANKS - (2,398,999.99) - 2,400,000.00 - (0.00) (1,000.01) - - - 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 459515KF8 INTERNATIONAL FINANCE CORP - (1,999,036.66) - 2,000,000.00 - - (963.34) - - - 256350005 LC-Project Fund-Toll 2 34108AU54 Florida Power & Light Company - (1,499,041.67) - 1,500,000.00 - - (958.33) - - - 256350005 LC-Project Fund-Toll 2 313385EN2 FEDERAL HOME LOAN BANKS - (2,074,061.64) - 2,075,000.00 - - (938.36) - - - 256350005 LC-Project Fund-Toll 2 912796KT5 UNITED STATES TREASURY - (1,999,092.78) - 2,000,000.00 - - (907.22) - - - 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 313313HM3 FEDERAL FARM CREDIT BANKS - (559,115.20) - 560,000.00 - - (884.80) - - - 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 92780JUQ2 Virginia Electric and Power Company - (849,133.00) - 850,000.00 - - (867.00) - - - 256350005 LC-Project Fund-Toll 2 43357LP30 Hitachi Capital America Corp.- (2,599,149.96) - 2,600,000.00 - 0.00 (850.04) - - - 256350005 LC-Project Fund-Toll 2 63743CUC5 National Rural Utilities Cooperative Finance Corpo - (1,199,156.66) - 1,200,000.00 - - (843.34) - - - 256350005 LC-Project Fund-Toll 2 23336GSP7 DTE Electric Company - (1,399,167.00) - 1,400,000.00 - - (833.00) - - - 256350005 LC-Project Fund-Toll 2 23336GP62 DTE Electric Company - (2,599,170.89) - 2,600,000.00 - 0.00 (829.11) - - - 256350005 LC-Project Fund-Toll 2 61979JX44 Motiva Enterprises LLC 749,947.50 (749,125.00) - - - - (781.25) (41.25) - - 256350005 LC-Project Fund-Toll 2 63873FU63 Natixis - 900,770.47 - (900,000.00) - - (770.47) - - - 256350005 LC-Project Fund-Toll 2 57708LTS7 Mattel, Inc.- (1,199,253.34) - 1,200,000.00 - - (746.66) - - - 256350005 LC-Project Fund-Toll 2 313385JH0 FEDERAL HOME LOAN BANKS - (1,399,261.11) - 1,400,000.00 - - (738.89) - - - 256350005 LC-Project Fund-Toll 2 313385GY6 FEDERAL HOME LOAN BANKS - (3,499,265.98) - 3,500,000.00 - - (734.02) - - - 256350005 LC-Project Fund-Toll 2 43357LXA5 Hitachi Capital America Corp.749,797.50 (748,980.00) - - - - (733.13) (84.38) - - 256350005 LC-Project Fund-Toll 2 83700EP85 South Carolina Electric & Gas Company - (1,824,270.00) - 1,825,000.00 - - (730.00) - - - 256350005 LC-Project Fund-Toll 2 94988J5B9 WELLS FARGO BANK NA - - (250,091.00) - - 13.75 (727.02) - - - 256350005 LC-Project Fund-Toll 2 92780JVM0 Virginia Electric and Power Company - (699,291.25) - 700,000.00 - - (708.75) - - - 20 Page 6 of 38 Source Account Account Identifier Description Beginning Base Market Value Base Purchases Base Sales Base Maturities and Redemptions Base Paydowns Net Total Realized Gain/Loss Base Amortization/A ccretion Base Change In Net Unrealized Gain/Loss Ending Base Market Value Ending Accrued Income Balance 91 CIP STAMP Portfolio Transaction Report by Account Quarter ended December 31, 2017 256350005 LC-Project Fund-Toll 2 46625HJF8 JPMORGAN CHASE & CO - - (265,956.65) - - 398.75 (691.39) - - - 256350005 LC-Project Fund-Toll 2 63743CW17 National Rural Utilities Cooperative Finance Corpo - (1,099,233.66) 1,099,896.41 - - (0.91) (661.84) - - - 256350005 LC-Project Fund-Toll 2 313385JA5 FEDERAL HOME LOAN BANKS - (1,999,346.66) - 2,000,000.00 - - (653.34) - - - 256350005 LC-Project Fund-Toll 2 43357LRC8 Hitachi Capital America Corp.- (1,299,350.00) - 1,300,000.00 - - (650.00) - - - 256350005 LC-Project Fund-Toll 2 43357LPN6 Hitachi Capital America Corp.- (1,299,381.77) - 1,300,000.00 - - (618.23) - - - 256350005 LC-Project Fund-Toll 2 74433GSC1 Prudential Funding LLC - (1,199,384.00) - 1,200,000.00 - - (616.00) - - - 256350005 LC-Project Fund-Toll 2 912796LE7 UNITED STATES TREASURY - (3,999,385.78) - 4,000,000.00 - - (614.22) - - - 256350005 LC-Project Fund-Toll 2 22533TS98 Credit Agricole Corporate and Investment Bank - (1,199,386.67) - 1,200,000.00 - - (613.33) - - - 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 46640PSK0 J.P. Morgan Securities LLC - (699,390.22) - 700,000.00 - - (609.78) - - - 256350005 LC-Project Fund-Toll 2 89837LAA3 TRUSTEES OF PRINCETON UNIVERSITY 83,531.20 - (82,704.80) - - (595.36) (595.25) 364.21 - - 256350005 LC-Project Fund-Toll 2 26055ATT3 The Dow Chemical Company - (1,499,405.00) - 1,500,000.00 - - (595.00) - - - 256350005 LC-Project Fund-Toll 2 06538BQH9 The Bank of Tokyo-Mitsubishi UFJ, Ltd.- (999,416.67) - 1,000,000.00 - - (583.33) - - - 256350005 LC-Project Fund-Toll 2 21687AV18 Cooperatieve Rabobank U.A.- (1,199,420.00) - 1,200,000.00 - - (580.00) - - - 256350005 LC-Project Fund-Toll 2 97684GTK9 Wisconsin Public Service Corporation - (1,499,431.25) - 1,500,000.00 - - (568.75) - - - 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 26055AWV4 The Dow Chemical Company - (749,453.12) - 750,000.00 - - (546.88) - - - 256350005 LC-Project Fund-Toll 2 23336GVV0 DTE Electric Company - (1,199,454.00) - 1,200,000.00 - - (546.00) - - - 256350005 LC-Project Fund-Toll 2 89233GU79 Toyota Motor Credit Corporation - (974,473.50) - 975,000.00 - - (526.50) - - - 256350005 LC-Project Fund-Toll 2 30229AUQ0 Exxon Mobil Corporation - (1,199,500.67) - 1,200,000.00 - - (499.33) - - - 256350005 LC-Project Fund-Toll 2 14912DVM8 Caterpillar Financial Services Corporation - (1,199,516.00) - 1,200,000.00 - - (484.00) - - - 256350005 LC-Project Fund-Toll 2 74433GUD6 Prudential Funding LLC - (1,199,523.33) - 1,200,000.00 - - (476.67) - - - 256350005 LC-Project Fund-Toll 2 4497W0Q19 ING (U.S.) Funding LLC - (999,533.61) - 1,000,000.00 - - (466.39) - - - 256350005 LC-Project Fund-Toll 2 63743CQP1 National Rural Utilities Cooperative Finance Corpo - (999,560.00) - 1,000,000.00 - - (440.00) - - - 256350005 LC-Project Fund-Toll 2 30229AU56 EXXON MOBIL CORP - (1,199,572.00) - 1,200,000.00 - - (428.00) - - - 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 14912DU31 Caterpillar Financial Services Corporation - (1,199,574.67) - 1,200,000.00 - - (425.33) - - - 256350005 LC-Project Fund-Toll 2 23336GXA4 DTE Electric Company 749,797.50 (749,343.75) - - - - (420.00) (33.75) - - 256350005 LC-Project Fund-Toll 2 61979JU54 Motiva Enterprises LLC - (1,199,586.00) - 1,200,000.00 - - (414.00) - - - 256350005 LC-Project Fund-Toll 2 23337SS21 DTE Gas Company - (1,199,588.00) - 1,200,000.00 - - (412.00) - - - 256350005 LC-Project Fund-Toll 2 06366GX46 Bank of Montreal 749,947.50 (749,521.04) - - - - (403.33) (23.13) - - 256350005 LC-Project Fund-Toll 2 02581RWU3 American Express Credit Corporation - (674,604.75) - 675,000.00 - - (395.25) - - - 256350005 LC-Project Fund-Toll 2 26055ATF3 The Dow Chemical Company - (1,499,606.25) - 1,500,000.00 - - (393.75) - - - 256350005 LC-Project Fund-Toll 2 459053FH2 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPM - (1,424,629.50) - 1,425,000.00 - - (370.50) - - - 256350005 LC-Project Fund-Toll 2 912828VK3 UNITED STATES TREASURY - - (129,908.59) - - (500.07) (361.23) - - - 256350005 LC-Project Fund-Toll 2 34108AQM2 Florida Power & Light Company - (599,640.00) - 600,000.00 - - (360.00) - - - 256350005 LC-Project Fund-Toll 2 93884ER72 Washington Gas Light Company - (599,640.00) - 600,000.00 - - (360.00) - - - 256350005 LC-Project Fund-Toll 2 38480JTU1 W. W. Grainger, Inc.- (1,499,640.00) - 1,500,000.00 - - (360.00) - - - 256350005 LC-Project Fund-Toll 2 912828VK3 UNITED STATES TREASURY - - (129,908.59) - - (496.13) (357.74) - - - 256350005 LC-Project Fund-Toll 2 912828VK3 UNITED STATES TREASURY - - (129,908.59) - - (494.16) (355.99) - - - 256350005 LC-Project Fund-Toll 2 037833BR0 APPLE INC 303,267.00 - (302,643.00) - - 717.77 (353.70) (988.07) - - 256350005 LC-Project Fund-Toll 2 912828XJ4 UNITED STATES TREASURY - (2,999,648.44) - 3,000,000.00 - - (351.56) - - - 256350005 LC-Project Fund-Toll 2 78355AXP4 Ryder System, Inc.749,467.50 (749,022.50) - - - - (345.00) (100.00) - - 256350005 LC-Project Fund-Toll 2 05531FAP8 BB&T CORP - - (261,107.60) - - 590.17 (342.38) - - - 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 59217GAY5 METROPOLITAN LIFE GLOBAL FUNDING I - - (250,060.00) - - (97.00) (322.90) - - - 256350005 LC-Project Fund-Toll 2 38480JTN7 W. W. Grainger, Inc.- (1,499,693.75) - 1,500,000.00 - - (306.25) - - - 256350005 LC-Project Fund-Toll 2 459053KC7 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPM - (1,499,699.58) - 1,500,000.00 - - (300.42) - - - 256350005 LC-Project Fund-Toll 2 04056ATD4 Arizona Public Service Company - (1,499,708.34) - 1,500,000.00 - - (291.66) - - - 256350005 LC-Project Fund-Toll 2 09659BVP2 BNP Paribas - (1,499,710.01) - 1,500,000.00 - - (289.99) - - - 256350005 LC-Project Fund-Toll 2 912796KU2 UNITED STATES TREASURY - (1,599,715.60) - 1,600,000.00 - - (284.40) - - - 256350005 LC-Project Fund-Toll 2 26055AWV4 The Dow Chemical Company - (474,717.38) - 475,000.00 - - (282.62) - - - 256350005 LC-Project Fund-Toll 2 46640PTD5 J.P. Morgan Securities LLC - (1,499,731.67) - 1,500,000.00 - - (268.33) - - - 256350005 LC-Project Fund-Toll 2 912828VK3 UNITED STATES TREASURY - - (134,905.08) - - (394.14) (264.27) - - - 256350005 LC-Project Fund-Toll 2 161571GQ1 CHAIT 147 A - - - - (120,000.00) - (252.45) - - - 256350005 LC-Project Fund-Toll 2 71112JPA6 The Peoples Gas Light And Coke Company - (1,449,751.89) - 1,450,000.00 - (0.00) (248.11) - - - 256350005 LC-Project Fund-Toll 2 46623EKD0 JPMORGAN CHASE & CO - - (250,137.50) - - (8.56) (246.62) - - - 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 912828WT3 UNITED STATES TREASURY - 1,200,234.38 - (1,200,000.00) - - (234.38) - - - 256350005 LC-Project Fund-Toll 2 313385HC3 FEDERAL HOME LOAN BANKS - (1,499,767.50) - 1,500,000.00 - - (232.50) - - - 256350005 LC-Project Fund-Toll 2 60689DZ48 Mizuho Bank, Ltd.- 1,200,213.85 - (1,200,000.00) - - (213.85) - - - 256350005 LC-Project Fund-Toll 2 83369YBQ8 Societe Generale - 1,100,207.50 - (1,100,000.00) - - (207.50) - - - 256350005 LC-Project Fund-Toll 2 31677QAV1 FIFTH THIRD BANK - - (399,852.00) - - (254.89) (203.41) - - - 256350005 LC-Project Fund-Toll 2 74256LAT6 PRINCIPAL LIFE GLOBAL FUNDING II 360,262.80 - - (360,000.00) - - (202.05) (60.75) - - 256350005 LC-Project Fund-Toll 2 912828UR9 UNITED STATES TREASURY - - (564,359.96) - - (688.34) (201.06) - - - 256350005 LC-Project Fund-Toll 2 912828D49 UNITED STATES TREASURY - 2,500,195.31 - (2,500,000.00) - - (195.31) - - - 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 71112JRH9 The Peoples Gas Light And Coke Company - (1,299,806.81) - 1,300,000.00 - - (193.19) - - - 256350005 LC-Project Fund-Toll 2 912828UR9 UNITED STATES TREASURY - - (479,456.25) - - (589.34) (189.76) - - - 256350005 LC-Project Fund-Toll 2 06538BR70 The Bank of Tokyo-Mitsubishi UFJ, Ltd - (1,099,811.78) - 1,100,000.00 - - (188.22) - - - 256350005 LC-Project Fund-Toll 2 313385FE1 FEDERAL HOME LOAN BANKS - (949,817.13) - 950,000.00 - - (182.87) - - - 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 06050TLY6 BANK OF AMERICA NA - - 300,255.00 - - (455.03) (175.99) - - - 256350005 LC-Project Fund-Toll 2 92780JXB2 Virginia Electric and Power Company 749,775.00 (749,563.34) - - - - (163.75) (47.91) - - 256350005 LC-Project Fund-Toll 2 912828WP1 UNITED STATES TREASURY - 4,000,156.25 - (4,000,000.00) - - (156.25) - - - 256350005 LC-Project Fund-Toll 2 46623EKD0 JPMORGAN CHASE & CO - - 300,165.00 - - (274.26) (148.11) - - - 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 36159LCR5 GEDFT 151 A 110,118.80 - - - - - (142.45) (36.33) - - 256350005 LC-Project Fund-Toll 2 34108AYF8 Florida Power & Light Company 748,837.50 (748,593.75) - - - - (140.63) (103.13) - - 256350005 LC-Project Fund-Toll 2 83700ERQ3 South Carolina Electric & Gas Company - (1,298,791.00) 1,298,890.67 - - 34.66 (134.33) - - - 256350005 LC-Project Fund-Toll 2 86563YHT3 Sumitomo Mitsui Banking Corporation - 700,130.72 - (700,000.00) - - (130.72) - - - 256350005 LC-Project Fund-Toll 2 87019RXG6 Swedbank AB 749,647.50 (749,500.00) - - - - (125.00) (22.50) - - 256350005 LC-Project Fund-Toll 2 04056AU34 Arizona Public Service Company - (1,199,879.00) - 1,200,000.00 - - (121.00) - - - 256350005 LC-Project Fund-Toll 2 06538NFU6 The Bank of Tokyo-Mitsubishi UFJ, Ltd.- 700,118.99 - (700,000.00) - - (118.99) - - - 256350005 LC-Project Fund-Toll 2 00280NXH8 Abbey National Treasury Services PLC 699,650.00 (699,501.83) - - - - (118.61) (29.56) - - 256350005 LC-Project Fund-Toll 2 4497W0XA1 ING (U.S.) Funding LLC 749,797.50 (749,675.00) - - - - (100.00) (22.50) - - 21 Page 7 of 38 Source Account Account Identifier Description Beginning Base Market Value Base Purchases Base Sales Base Maturities and Redemptions Base Paydowns Net Total Realized Gain/Loss Base Amortization/A ccretion Base Change In Net Unrealized Gain/Loss Ending Base Market Value Ending Accrued Income Balance 91 CIP STAMP Portfolio Transaction Report by Account Quarter ended December 31, 2017 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 59217GAY5 METROPOLITAN LIFE GLOBAL FUNDING I - - 300,098.00 - - (144.50) (92.85) - - - 256350005 LC-Project Fund-Toll 2 912828WT3 UNITED STATES TREASURY - 1,100,085.94 - (1,100,000.00) - - (85.94) - - - 256350005 LC-Project Fund-Toll 2 161571HB3 CHAIT 161 A 502,595.00 - (502,500.00) - - 494.04 (85.76) (503.29) - - 256350005 LC-Project Fund-Toll 2 02361KU51 Ameren Illinois Company - (449,915.00) - 450,000.00 - - (85.00) - - - 256350005 LC-Project Fund-Toll 2 3137A85H7 FHR 3820F GJ 91,522.38 - (85,170.34) - (5,461.90) (1,250.63) (77.10) 437.62 - 0.00 256350005 LC-Project Fund-Toll 2 34108APD3 Florida Power & Light Company - (249,931.39) - 250,000.00 - - (68.61) - - - 256350005 LC-Project Fund-Toll 2 89113XBH6 Toronto Dominion Bank - 500,060.06 - (500,000.00) - - (60.06) - - - 256350005 LC-Project Fund-Toll 2 02582JGG9 AMXCA 132 A 301,170.00 - (301,136.72) - - 57.05 (59.18) (31.15) - - 256350005 LC-Project Fund-Toll 2 26055AXP6 The Dow Chemical Company 699,503.00 (699,412.00) - - - - (49.00) (42.00) - - 256350005 LC-Project Fund-Toll 2 17305TRV6 Citibank, N.A.- 625,040.57 - (625,000.00) - - (40.57) - - - 256350005 LC-Project Fund-Toll 2 912828WT3 UNITED STATES TREASURY - (999,960.94) - 1,000,000.00 - - (39.06) - - - 256350005 LC-Project Fund-Toll 2 313397MW8 FEDERAL HOME LOAN MORTGAGE CORP 649,824.50 (649,764.81) - - - - (36.18) (23.51) - - 256350005 LC-Project Fund-Toll 2 62888YAA0 NGN 11R1 NTS 147,350.59 - (129,101.20) - (18,076.22) (66.32) (32.11) (74.70) - - 256350005 LC-Project Fund-Toll 2 65819WAC7 NORTH CAROLINA EASTN MUN PWR AGY REV - - (35,112.00) - - (4.48) (29.67) - - - 256350005 LC-Project Fund-Toll 2 83369YTU0 Societe Generale - 750,029.52 - (750,000.00) - - (29.52) - - - 256350005 LC-Project Fund-Toll 2 46623EKD0 JPMORGAN CHASE & CO - - 180,099.00 - - (120.04) (28.53) - - - 256350005 LC-Project Fund-Toll 2 3137A1LC5 FHR 3710F AB 38,414.76 - (32,149.19) - (6,037.09) (464.48) (25.49) 261.50 - - 256350005 LC-Project Fund-Toll 2 313313NU8 FEDERAL FARM CREDIT BANKS 449,599.50 (449,553.75) - - - - (25.49) (20.26) - - 256350005 LC-Project Fund-Toll 2 86563YSC8 Sumitomo Mitsui Banking Corporation - (1,199,975.23) - 1,200,000.00 - - (24.77) - - - 256350005 LC-Project Fund-Toll 2 65819WAC7 NORTH CAROLINA EASTN MUN PWR AGY REV - - (30,096.00) - - 13.07 (21.12) - - - 256350005 LC-Project Fund-Toll 2 58769AAD8 MBALT 15B A3 - - (64,083.00) - (47,476.23) (50.31) (17.55) - - - 256350005 LC-Project Fund-Toll 2 22534HN64 Credit Agricole Corporate and Investment Bank - 450,017.51 - (450,000.00) - - (17.51) - - - 256350005 LC-Project Fund-Toll 2 912828F54 UNITED STATES TREASURY 999,940.00 (999,921.88) - - - - (17.36) (0.76) - - 256350005 LC-Project Fund-Toll 2 58769AAD8 MBALT 15B A3 - - (62,252.06) - (46,119.77) (48.88) (17.05) - - - 256350005 LC-Project Fund-Toll 2 912828VA5 UNITED STATES TREASURY - (98,371.09) 98,386.72 - - (3.01) (12.62) - - - 256350005 LC-Project Fund-Toll 2 3135G0ZB2 FEDERAL NATIONAL MORTGAGE ASSOCIATION - (1,399,990.20) - 1,400,000.00 - - (9.80) - - - 256350005 LC-Project Fund-Toll 2 89114QBF4 TORONTO-DOMINION BANK 403,512.00 - (403,595.20) - - 2,046.47 (9.78) (1,953.49) - - 256350005 LC-Project Fund-Toll 2 55279HAA8 MANUFACTURERS AND TRADERS TRUST CO - - (399,232.00) - - (769.05) (7.72) - - - 256350005 LC-Project Fund-Toll 2 912828VA5 UNITED STATES TREASURY - (147,310.55) 147,580.08 - - (262.55) (6.98) - - - 256350005 LC-Project Fund-Toll 2 58768FAB2 MBALT 16A A2A - 416,482.52 - - (416,466.24) (10.30) (5.98) - - - 256350005 LC-Project Fund-Toll 2 05581QAD0 BMWLT 152 A3 - 100,015.63 (18,076.94) - (81,911.76) (21.33) (5.60) (0.00) - - 256350005 LC-Project Fund-Toll 2 94988J5E3 WELLS FARGO BANK NA 256,966.05 - (256,986.45) - - 1,560.42 (2.35) (1,537.67) - - 256350005 LC-Project Fund-Toll 2 43814KAC5 HAROT 151 A3 118,291.28 - (31,185.76) - (87,154.59) (25.03) (1.43) 75.54 - - 256350005 LC-Project Fund-Toll 2 05531FAP8 BB&T CORP - - (120,511.20) - - 510.31 (0.59) - - - 256350005 LC-Project Fund-Toll 2 65602UTQ1 The Norinchukin Bank - (1,199,999.59) - 1,200,000.00 - - (0.41) - - - 256350005 LC-Project Fund-Toll 2 58769AAD8 MBALT 15B A3 - - 93,378.08 - 69,179.66 21.42 (0.23) - - - 256350005 LC-Project Fund-Toll 2 62888WAA4 NGN 10R3 1A - - - - - 0.00 (0.00) - - - 256350005 LC-Project Fund-Toll 2 477877AD6 JDOT 14B A3 - - - - - 0.00 (0.00) - - - 256350005 LC-Project Fund-Toll 2 9AMMF05B2 U.S. BANK MONEY MARKET ACCOUNT FUND 108,659.98 48,522,696.30 (48,631,356.28) - - - - - - - 256350005 LC-Project Fund-Toll 2 74153WCE7 PRICOA GLOBAL FUNDING I - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 91159HHD5 U.S. BANCORP - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 90290KAD7 USAOT 141 A4 - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 063679ZT4 BANK OF MONTREAL - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 3133EECD0 FEDERAL FARM CREDIT BANKS FUNDING CORP - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 842434CN0 SOUTHERN CALIFORNIA GAS CO - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 49130TRY4 KENTUCKY HSG CORP HSG REV - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 38378BR35 GNR 12142 AB - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 3133XY2H7 FEDERAL HOME LOAN BANKS - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 65819WAC7 NORTH CAROLINA EASTN MUN PWR AGY REV - - (125,400.00) - - 400.00 - - - - 256350005 LC-Project Fund-Toll 2 31394GH22 FHR 2649G KA - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 38378NNA7 GNR 13194 AB - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 58772PAC2 MBART 151 A2B - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 912828TG5 UNITED STATES TREASURY - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 36225EUY6 G2 082398 - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 60689LAC9 MMAF 13A A3 - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 3137AH6B9 FHMS K015 A1 - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 937308AZ7 WBRP 3.2 WASHINGTON BIOMEDICAL RESH PPTYS WASH LEA - - (95,057.95) - - 57.95 - - - - 256350005 LC-Project Fund-Toll 2 46849LSL6 JACKSON NATIONAL LIFE GLOBAL FUNDING - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 80851QDA9 CHARLES SCHWAB CORPORATION (THE)- - - - - - - - - - 256350005 LC-Project Fund-Toll 2 0258M0DZ9 AMERICAN EXPRESS CREDIT CORP - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 912828KD1 UNITED STATES TREASURY - - (0.00) - - 0.00 - - - - 256350005 LC-Project Fund-Toll 2 912828KD1 UNITED STATES TREASURY - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 91476PPG7 UNIVERSITY OKLA REVS - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 38147MAA3 GOLDMAN SACHS GROUP INC - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 912828KD1 UNITED STATES TREASURY - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 161571FK5 CHAIT 124 A - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 912828TG5 UNITED STATES TREASURY - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 22546QAM9 CREDIT SUISSE AG (NEW YORK BRANCH)- - - - - - - - - - 256350005 LC-Project Fund-Toll 2 865622CB8 SUMITOMO MITSUI BANKING CORP 252,365.00 - (251,802.50) - - 1,802.50 - (2,365.00) - - 256350005 LC-Project Fund-Toll 2 89114QBF4 TORONTO-DOMINION BANK 126,097.50 - (126,123.50) - - 1,123.50 - (1,097.50) - - 256350005 LC-Project Fund-Toll 2 55279HAH3 MANUFACTURERS AND TRADERS TRUST CO - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 62944BBC7 BANK NEDERLANDSE GEMEENTEN NV - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 06050TKX9 BANK OF AMERICA, N.A.- - - - - - - - - - 256350005 LC-Project Fund-Toll 2 94988J5B9 WELLS FARGO BANK NA - - (250,091.00) - - 91.00 - - - - 256350005 LC-Project Fund-Toll 2 302154BL2 EXPORT IMPORT BANK OF KOREA - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 037833BR0 APPLE INC 151,633.50 - (151,321.50) - - 1,321.50 - (1,633.50) - - 256350005 LC-Project Fund-Toll 2 6174467V5 MORGAN STANLEY - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 13063BFU1 CALIFORNIA ST - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 20772JL59 CONNECTICUT ST - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 48121CYK6 JPMORGAN CHASE BANK NA 250,000.00 - - (250,000.00) - - - - - - 256350005 LC-Project Fund-Toll 2 912828KD1 UNITED STATES TREASURY - - 0.00 - - (0.00) - - - - 256350005 LC-Project Fund-Toll 2 912828B58 UNITED STATES TREASURY - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 47787UAD5 JDOT 15 A3 - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 298785GK6 EUROPEAN INVESTMENT BANK - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 36159LBW5 GEDFT 122 A - - - - - - - - - - 22 Page 8 of 38 Source Account Account Identifier Description Beginning Base Market Value Base Purchases Base Sales Base Maturities and Redemptions Base Paydowns Net Total Realized Gain/Loss Base Amortization/A ccretion Base Change In Net Unrealized Gain/Loss Ending Base Market Value Ending Accrued Income Balance 91 CIP STAMP Portfolio Transaction Report by Account Quarter ended December 31, 2017 256350005 LC-Project Fund-Toll 2 912828UF5 UNITED STATES TREASURY - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 912828UF5 UNITED STATES TREASURY - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 06050TKX9 BANK OF AMERICA, N.A.- - - - - - - - - - 256350005 LC-Project Fund-Toll 2 912828B58 UNITED STATES TREASURY - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 912828UF5 UNITED STATES TREASURY - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 298785GK6 EUROPEAN INVESTMENT BANK - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 912828TG5 UNITED STATES TREASURY - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 477877AD6 JDOT 14B A3 - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 62944BBC7 BANK NEDERLANDSE GEMEENTEN NV - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 91159HHD5 U.S. BANCORP - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 6174467V5 MORGAN STANLEY - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 47787UAD5 JDOT 15 A3 - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 22546QAM9 CREDIT SUISSE AG (NEW YORK BRANCH)- - - - - - - - - - 256350005 LC-Project Fund-Toll 2 0258M0DZ9 AMERICAN EXPRESS CREDIT CORP - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 13063BFU1 CALIFORNIA ST - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 46849LSL6 JACKSON NATIONAL LIFE GLOBAL FUNDING - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 955116AZ1 WEST PALM BEACH FLA SPL OBLIG 230,000.00 - - (230,000.00) - - - - - - 256350005 LC-Project Fund-Toll 2 61747YDT9 MORGAN STANLEY - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 69353RET1 PNC BANK NA - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 55279HAH3 MANUFACTURERS AND TRADERS TRUST CO - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 3137AH6Q6 FHMS K704 A2 - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 780082AA1 ROYAL BANK OF CANADA - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 780082AA1 ROYAL BANK OF CANADA - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 3137AH6B9 FHMS K015 A1 - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 62888WAA4 NGN 10R3 1A - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 06416CAA6 BANK OF NOVA SCOTIA - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 233851CF9 DAIMLER FINANCE NORTH AMERICA LLC - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 94974BGR5 WELLS FARGO & CO - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 65474VAL5 NMOTR 16A A2 - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 3138ELY64 FN AL4332 - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 74153WCE7 PRICOA GLOBAL FUNDING I - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 46849LSL6 JACKSON NATIONAL LIFE GLOBAL FUNDING - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 302154BL2 EXPORT IMPORT BANK OF KOREA - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 06367XF30 BANK OF MONTREAL - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 3136A2HB2 FNR 11111B PC - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 891145W59 TORONTO-DOMINION BANK - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 05531FAQ6 BB&T CORP - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 69353RET1 PNC BANK NA - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 36159LBW5 GEDFT 122 A - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 43357LND0 Hitachi Capital America Corp.- - - - - - - - - - 256350005 LC-Project Fund-Toll 2 83700ENK0 South Carolina Electric & Gas Company - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 71112JN42 The Peoples Gas Light And Coke Company - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 313397AD3 FEDERAL HOME LOAN MORTGAGE CORP - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 313385AD8 FEDERAL HOME LOAN BANKS - - - - - - - - - - 256350005 LC-Project Fund-Toll 2 06538BN58 The Bank of Tokyo-Mitsubishi UFJ, Ltd.- - - - - - - - - - 256350005 LC-Project Fund-Toll 2 94988J5B9 WELLS FARGO BANK NA 250,522.50 - - - - - - (522.50) - - 256350005 LC-Project Fund-Toll 2 937308AZ7 WBRP 3.2 WASHINGTON BIOMEDICAL RESH PPTYS WASH LEA - - 95,057.95 - - (57.95) - - - - 256350005 LC-Project Fund-Toll 2 912828C73 UNITED STATES TREASURY - (525,000.00) - 525,000.00 - - - - - - 256350005 LC-Project Fund-Toll 2 17325FAD0 CITIBANK NA 261,240.20 (260,000.00) - - - - - (1,240.20) - - 256350005 LC-Project Fund-Toll 2 65819WAC7 NORTH CAROLINA EASTN MUN PWR AGY REV - - 125,400.00 - - (400.00) - - - - 256350005 LC-Project Fund-Toll 2 22534HL41 Credit Agricole Corporate and Investment Bank - (1,200,000.00) - 1,200,000.00 - - - - - - 256350005 LC-Project Fund-Toll 2 65590AKH8 Nordea Bank AB - (900,000.00) - 900,000.00 - - - - - - 256350005 LC-Project Fund-Toll 2 89113XFD1 The Toronto-Dominion Bank 750,000.00 (750,000.00) - - - - - - - - 256350005 LC-Project Fund-Toll 2 22534HQ38 Credit Agricole Corporate and Investment Bank 500,000.00 (500,000.00) - - - - - - - - 256350005 LC-Project Fund-Toll 2 65602UWN4 The Norinchukin Bank 750,000.00 (750,000.00) - - - - - - - - 256350005 LC-Project Fund-Toll 2 05582WG99 BNP Paribas 750,000.00 (750,000.00) - - - - - - - - 256350005 LC-Project Fund-Toll 2 05582WG99 BNP Paribas - 750,000.00 - (750,000.00) - - - - - - 256350005 LC-Project Fund-Toll 2 89113XFD1 The Toronto-Dominion Bank - 750,000.00 - (750,000.00) - - - - - - 256350005 LC-Project Fund-Toll 2 06371ETS6 Bank of Montreal - 500,000.00 (499,639.17) - - (360.83) - - - - 256350005 LC-Project Fund-Toll 2 17325FAD0 CITIBANK NA - 260,000.00 (261,034.80) - - 1,034.80 - - - - 256350005 LC-Project Fund-Toll 2 22534HQ38 Credit Agricole Corporate and Investment Bank - 500,000.00 - (500,000.00) - - - - - - 256350005 LC-Project Fund-Toll 2 63873NLQ2 Natixis - 750,000.00 - (750,000.00) - - - - - - 256350005 LC-Project Fund-Toll 2 912828C73 UNITED STATES TREASURY - 525,000.00 - (525,000.00) - - - - - - 256350005 LC-Project Fund-Toll 2 65590AKH8 Nordea Bank AB - 900,000.00 - (900,000.00) - - - - - - 256350005 LC-Project Fund-Toll 2 22534HL41 Credit Agricole Corporate and Investment Bank - 1,200,000.00 - (1,200,000.00) - - - - - - 256350005 LC-Project Fund-Toll 2 65602UWN4 The Norinchukin Bank - 750,000.00 - (750,000.00) - - - - - - 256350005 LC-Project Fund-Toll 2 55315FAB6 MMAF 16A A2 144,250.91 - (87,533.92) - (56,581.41) (164.18) 0.11 28.49 - - 256350005 LC-Project Fund-Toll 2 58769AAD8 MBALT 15B A3 - - (93,378.08) - (69,179.66) (21.42) 0.23 - - - 256350005 LC-Project Fund-Toll 2 65602UTQ1 The Norinchukin Bank - 1,199,999.59 - (1,200,000.00) - - 0.41 - - - 256350005 LC-Project Fund-Toll 2 05531FAP8 BB&T CORP 120,565.20 - - - - - 0.48 (564.20) - - 256350005 LC-Project Fund-Toll 2 65478QAD0 NALT 16A A3 154,981.40 - (154,800.20) - - (198.49) 0.79 16.50 - - 256350005 LC-Project Fund-Toll 2 58768MAD3 MBALT 16B A4 189,371.10 - (188,686.33) - - (1,305.51) 1.69 619.06 - - 256350005 LC-Project Fund-Toll 2 05581QAD0 BMWLT 152 A3 43,460.62 (100,015.63) - - 56,541.12 7.42 4.20 2.27 - - 256350005 LC-Project Fund-Toll 2 58768FAB2 MBALT 16A A2A 126,031.69 (416,482.52) - - 290,428.25 9.08 5.09 8.40 - - 256350005 LC-Project Fund-Toll 2 55315GAC2 MMAF 15A A3 16,407.17 - (6,599.54) - (9,812.81) 9.12 5.44 (9.39) - - 256350005 LC-Project Fund-Toll 2 55279HAA8 MANUFACTURERS AND TRADERS TRUST CO 399,928.00 - - - - - 6.00 74.77 - - 256350005 LC-Project Fund-Toll 2 912828VA5 UNITED STATES TREASURY - 147,310.55 (147,580.08) - - 262.55 6.98 - - - 256350005 LC-Project Fund-Toll 2 05582XAD4 BMWLT 162 A3 543,332.30 - (542,211.13) - - (2,762.06) 8.32 1,632.57 - - 256350005 LC-Project Fund-Toll 2 83369YTU0 Societe Generale 750,075.00 (750,029.52) - - - - 8.43 (53.91) - - 256350005 LC-Project Fund-Toll 2 3135G0ZB2 FEDERAL NATIONAL MORTGAGE ASSOCIATION - 1,399,990.20 - (1,400,000.00) - - 9.80 - - - 256350005 LC-Project Fund-Toll 2 912828VA5 UNITED STATES TREASURY - 98,371.09 (98,386.72) - - 3.01 12.62 - - - 256350005 LC-Project Fund-Toll 2 55315GAC2 MMAF 15A A3 115,787.77 - (46,573.87) - (69,250.42) (35.81) 13.06 59.28 - - 256350005 LC-Project Fund-Toll 2 58769AAD8 MBALT 15B A3 - - 62,252.06 - 46,119.77 48.88 17.05 - - - 256350005 LC-Project Fund-Toll 2 58769AAD8 MBALT 15B A3 - - 64,083.00 - 47,476.23 50.31 17.55 - - - 256350005 LC-Project Fund-Toll 2 65819WAC7 NORTH CAROLINA EASTN MUN PWR AGY REV - - 30,096.00 - - (13.07) 21.12 - - - 256350005 LC-Project Fund-Toll 2 86563YSC8 Sumitomo Mitsui Banking Corporation - 1,199,975.23 - (1,200,000.00) - - 24.77 - - - 256350005 LC-Project Fund-Toll 2 46623EKD0 JPMORGAN CHASE & CO - - (180,099.00) - - 120.04 28.53 - - - 256350005 LC-Project Fund-Toll 2 65819WAC7 NORTH CAROLINA EASTN MUN PWR AGY REV - - 35,112.00 - - 4.48 29.67 - - - 23 Page 9 of 38 Source Account Account Identifier Description Beginning Base Market Value Base Purchases Base Sales Base Maturities and Redemptions Base Paydowns Net Total Realized Gain/Loss Base Amortization/A ccretion Base Change In Net Unrealized Gain/Loss Ending Base Market Value Ending Accrued Income Balance 91 CIP STAMP Portfolio Transaction Report by Account Quarter ended December 31, 2017 256350005 LC-Project Fund-Toll 2 17305TRV6 Citibank, N.A.625,000.00 (625,040.57) - - - - 34.48 6.09 - - 256350005 LC-Project Fund-Toll 2 912828WT3 UNITED STATES TREASURY - 999,960.94 - (1,000,000.00) - - 39.06 - - - 256350005 LC-Project Fund-Toll 2 912828UA6 UNITED STATES TREASURY 119,907.60 - - (120,000.00) - - 40.43 51.97 - - 256350005 LC-Project Fund-Toll 2 02361KY65 AMEREN ILLINOIS CO - 449,951.25 - (450,000.00) - - 48.75 - - - 256350005 LC-Project Fund-Toll 2 912828UA6 UNITED STATES TREASURY 799,384.00 - - (800,000.00) - - 55.17 560.83 - - 256350005 LC-Project Fund-Toll 2 912828UA6 UNITED STATES TREASURY 169,869.10 - - (170,000.00) - - 55.43 75.47 - - 256350005 LC-Project Fund-Toll 2 34108APD3 Florida Power & Light Company - 249,931.39 - (250,000.00) - - 68.61 - - - 256350005 LC-Project Fund-Toll 2 06538NFU6 The Bank of Tokyo-Mitsubishi UFJ, Ltd.700,091.00 (700,118.99) - - - - 69.75 (41.76) - - 256350005 LC-Project Fund-Toll 2 912828F54 UNITED STATES TREASURY - 999,921.88 - (1,000,000.00) - - 78.12 - - - 256350005 LC-Project Fund-Toll 2 86563YHT3 Sumitomo Mitsui Banking Corporation 700,070.00 (700,130.72) - - - - 79.71 (18.99) - - 256350005 LC-Project Fund-Toll 2 02361KU51 Ameren Illinois Company - 449,915.00 - (450,000.00) - - 85.00 - - - 256350005 LC-Project Fund-Toll 2 912828WT3 UNITED STATES TREASURY - (1,100,085.94) - 1,100,000.00 - - 85.94 - - - 256350005 LC-Project Fund-Toll 2 59217GAY5 METROPOLITAN LIFE GLOBAL FUNDING I - - (300,098.00) - - 144.50 92.85 - - - 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 912828UA6 UNITED STATES TREASURY 374,711.25 - - (375,000.00) - - 119.21 169.54 - - 256350005 LC-Project Fund-Toll 2 04056AU34 Arizona Public Service Company - 1,199,879.00 - (1,200,000.00) - - 121.00 - - - 256350005 LC-Project Fund-Toll 2 36159LCR5 GEDFT 151 A - - (110,073.05) - - 0.27 132.76 - - - 256350005 LC-Project Fund-Toll 2 83700ERQ3 South Carolina Electric & Gas Company - 1,298,791.00 (1,298,890.67) - - (34.66) 134.33 - - - 256350005 LC-Project Fund-Toll 2 912828UR9 UNITED STATES TREASURY 479,102.40 - - - - - 137.66 995.29 - - 256350005 LC-Project Fund-Toll 2 912828VK3 UNITED STATES TREASURY 135,079.65 - - - - - 142.06 341.77 - - 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 912828UR9 UNITED STATES TREASURY 563,943.45 - - - - - 145.85 1,160.06 - - 256350005 LC-Project Fund-Toll 2 46623EKD0 JPMORGAN CHASE & CO - - (300,165.00) - - 274.26 148.11 - - - 256350005 LC-Project Fund-Toll 2 912828WP1 UNITED STATES TREASURY - (4,000,156.25) - 4,000,000.00 - - 156.25 - - - 256350005 LC-Project Fund-Toll 2 06050TLY6 BANK OF AMERICA NA - - (300,255.00) - - 455.03 175.99 - - - 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 313385FE1 FEDERAL HOME LOAN BANKS - 949,817.13 - (950,000.00) - - 182.87 - - - 256350005 LC-Project Fund-Toll 2 92780JXL0 Virginia Electric and Power Company - 749,813.33 - (750,000.00) - - 186.67 - - - 256350005 LC-Project Fund-Toll 2 06538BR70 The Bank of Tokyo-Mitsubishi UFJ, Ltd - 1,099,811.78 - (1,100,000.00) - - 188.22 - - - 256350005 LC-Project Fund-Toll 2 912828VK3 UNITED STATES TREASURY 130,076.70 - - - - - 191.37 490.68 - - 256350005 LC-Project Fund-Toll 2 912828VK3 UNITED STATES TREASURY 130,076.70 - - - - - 192.31 493.46 - - 256350005 LC-Project Fund-Toll 2 71112JRH9 The Peoples Gas Light And Coke Company - 1,299,806.81 - (1,300,000.00) - - 193.19 - - - 256350005 LC-Project Fund-Toll 2 46107JY80 Interstate Power and Light Company - 749,806.04 - (750,000.00) - - 193.96 - - - 256350005 LC-Project Fund-Toll 2 912828VK3 UNITED STATES TREASURY 130,076.70 - - - - - 194.19 499.01 - - 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 912828D49 UNITED STATES TREASURY - (2,500,195.31) - 2,500,000.00 - - 195.31 - - - 256350005 LC-Project Fund-Toll 2 31677QAV1 FIFTH THIRD BANK 399,812.00 - - - - - 200.64 297.66 - - 256350005 LC-Project Fund-Toll 2 83369YBQ8 Societe Generale - (1,100,207.50) - 1,100,000.00 - - 207.50 - - - 256350005 LC-Project Fund-Toll 2 60689DZ48 Mizuho Bank, Ltd.- (1,200,213.85) - 1,200,000.00 - - 213.85 - - - 256350005 LC-Project Fund-Toll 2 161571GQ1 CHAIT 147 A 120,008.40 - - - - - 221.44 22.61 - - 256350005 LC-Project Fund-Toll 2 313385HC3 FEDERAL HOME LOAN BANKS - 1,499,767.50 - (1,500,000.00) - - 232.50 - - - 256350005 LC-Project Fund-Toll 2 912828WT3 UNITED STATES TREASURY - (1,200,234.38) - 1,200,000.00 - - 234.38 - - - 256350005 LC-Project Fund-Toll 2 313397MW8 FEDERAL HOME LOAN MORTGAGE CORP - 649,764.81 - (650,000.00) - - 235.19 - - - 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 46623EKD0 JPMORGAN CHASE & CO - - 250,137.50 - - 8.56 246.62 - - - 256350005 LC-Project Fund-Toll 2 71112JPA6 The Peoples Gas Light And Coke Company - 1,449,751.89 - (1,450,000.00) - 0.00 248.11 - - - 256350005 LC-Project Fund-Toll 2 74005HXH0 Praxair, Inc.- 549,750.21 - (550,000.00) - - 249.79 - - - 256350005 LC-Project Fund-Toll 2 46640PTD5 J.P. Morgan Securities LLC - 1,499,731.67 - (1,500,000.00) - - 268.33 - - - 256350005 LC-Project Fund-Toll 2 459053PY4 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPM - 499,725.00 - (500,000.00) - - 275.00 - - - 256350005 LC-Project Fund-Toll 2 05531FAP8 BB&T CORP 261,224.60 - - - - - 278.02 (642.82) - - 256350005 LC-Project Fund-Toll 2 26055AWV4 The Dow Chemical Company - 474,717.38 - (475,000.00) - - 282.62 - - - 256350005 LC-Project Fund-Toll 2 912796KU2 UNITED STATES TREASURY - 1,599,715.60 - (1,600,000.00) - - 284.40 - - - 256350005 LC-Project Fund-Toll 2 09659BVP2 BNP Paribas - 1,499,710.01 - (1,500,000.00) - - 289.99 - - - 256350005 LC-Project Fund-Toll 2 04056ATD4 Arizona Public Service Company - 1,499,708.34 - (1,500,000.00) - - 291.66 - - - 256350005 LC-Project Fund-Toll 2 459053KC7 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPM - 1,499,699.58 - (1,500,000.00) - - 300.42 - - - 256350005 LC-Project Fund-Toll 2 38480JTN7 W. W. Grainger, Inc.- 1,499,693.75 - (1,500,000.00) - - 306.25 - - - 256350005 LC-Project Fund-Toll 2 61979JXH5 Motiva Enterprises LLC - 749,679.17 - (750,000.00) - - 320.83 - - - 256350005 LC-Project Fund-Toll 2 59217GAY5 METROPOLITAN LIFE GLOBAL FUNDING I - - 250,060.00 - - 97.00 322.90 - - - 256350005 LC-Project Fund-Toll 2 4497W0XA1 ING (U.S.) Funding LLC - 749,675.00 - (750,000.00) - - 325.00 - - - 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 912828XJ4 UNITED STATES TREASURY - 2,999,648.44 - (3,000,000.00) - - 351.56 - - - 256350005 LC-Project Fund-Toll 2 87019RZ41 Swedbank AB - 499,647.09 - (500,000.00) - - 352.91 - - - 256350005 LC-Project Fund-Toll 2 38480JTU1 W. W. Grainger, Inc.- 1,499,640.00 - (1,500,000.00) - - 360.00 - - - 256350005 LC-Project Fund-Toll 2 34108AQM2 Florida Power & Light Company - 599,640.00 - (600,000.00) - - 360.00 - - - 256350005 LC-Project Fund-Toll 2 93884ER72 Washington Gas Light Company - 599,640.00 - (600,000.00) - - 360.00 - - - 256350005 LC-Project Fund-Toll 2 459053FH2 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPM - 1,424,629.50 - (1,425,000.00) - - 370.50 - - - 256350005 LC-Project Fund-Toll 2 06538BZ48 The Bank of Tokyo-Mitsubishi UFJ, Ltd - 349,626.28 - (350,000.00) - - 373.72 - - - 256350005 LC-Project Fund-Toll 2 61979JZ42 Motiva Enterprises LLC - 499,622.64 - (500,000.00) - - 377.36 - - - 256350005 LC-Project Fund-Toll 2 26055ATF3 The Dow Chemical Company - 1,499,606.25 - (1,500,000.00) - - 393.75 - - - 256350005 LC-Project Fund-Toll 2 02581RWU3 American Express Credit Corporation - 674,604.75 - (675,000.00) - - 395.25 - - - 256350005 LC-Project Fund-Toll 2 23337SS21 DTE Gas Company - 1,199,588.00 - (1,200,000.00) - - 412.00 - - - 256350005 LC-Project Fund-Toll 2 61979JU54 Motiva Enterprises LLC - 1,199,586.00 - (1,200,000.00) - - 414.00 - - - 256350005 LC-Project Fund-Toll 2 14912DU31 Caterpillar Financial Services Corporation - 1,199,574.67 - (1,200,000.00) - - 425.33 - - - 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 30229AU56 EXXON MOBIL CORP - 1,199,572.00 - (1,200,000.00) - - 428.00 - - - 256350005 LC-Project Fund-Toll 2 92780JXB2 Virginia Electric and Power Company - 749,563.34 - (750,000.00) - - 436.66 - - - 256350005 LC-Project Fund-Toll 2 63743CQP1 National Rural Utilities Cooperative Finance Corpo - 999,560.00 - (1,000,000.00) - - 440.00 - - - 256350005 LC-Project Fund-Toll 2 313313NU8 FEDERAL FARM CREDIT BANKS - 449,553.75 - (450,000.00) - - 446.25 - - - 256350005 LC-Project Fund-Toll 2 912828H37 UNITED STATES TREASURY - 1,299,238.28 (1,299,695.31) - - (4.62) 461.65 - - - 256350005 LC-Project Fund-Toll 2 4497W0Q19 ING (U.S.) Funding LLC - 999,533.61 - (1,000,000.00) - - 466.39 - - - 256350005 LC-Project Fund-Toll 2 74433GUD6 Prudential Funding LLC - 1,199,523.33 - (1,200,000.00) - - 476.67 - - - 256350005 LC-Project Fund-Toll 2 06366GX46 Bank of Montreal - 749,521.04 - (750,000.00) - - 478.96 - - - 256350005 LC-Project Fund-Toll 2 14912DVM8 Caterpillar Financial Services Corporation - 1,199,516.00 - (1,200,000.00) - - 484.00 - - - 256350005 LC-Project Fund-Toll 2 00280NXH8 Abbey National Treasury Services PLC - 699,501.83 - (700,000.00) - - 498.17 - - - 256350005 LC-Project Fund-Toll 2 30229AUQ0 Exxon Mobil Corporation - 1,199,500.67 - (1,200,000.00) - - 499.33 - - - 256350005 LC-Project Fund-Toll 2 87019RXG6 Swedbank AB - 749,500.00 - (750,000.00) - - 500.00 - - - 256350005 LC-Project Fund-Toll 2 87030JZV4 Aktiebolaget Svensk Exportkredit - 299,386.17 (299,868.33) - - (25.84) 508.00 - - - 256350005 LC-Project Fund-Toll 2 89233GU79 Toyota Motor Credit Corporation - 974,473.50 - (975,000.00) - - 526.50 - - - 24 Page 10 of 38 Source Account Account Identifier Description Beginning Base Market Value Base Purchases Base Sales Base Maturities and Redemptions Base Paydowns Net Total Realized Gain/Loss Base Amortization/A ccretion Base Change In Net Unrealized Gain/Loss Ending Base Market Value Ending Accrued Income Balance 91 CIP STAMP Portfolio Transaction Report by Account Quarter ended December 31, 2017 256350005 LC-Project Fund-Toll 2 23336GVV0 DTE Electric Company - 1,199,454.00 - (1,200,000.00) - - 546.00 - - - 256350005 LC-Project Fund-Toll 2 26055AWV4 The Dow Chemical Company - 749,453.12 - (750,000.00) - - 546.88 - - - 256350005 LC-Project Fund-Toll 2 94988J5B9 WELLS FARGO BANK NA 250,522.50 - - - - - 547.64 (265.87) - - 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 97684GTK9 Wisconsin Public Service Corporation - 1,499,431.25 - (1,500,000.00) - - 568.75 - - - 256350005 LC-Project Fund-Toll 2 21687AV18 Cooperatieve Rabobank U.A.- 1,199,420.00 - (1,200,000.00) - - 580.00 - - - 256350005 LC-Project Fund-Toll 2 06538BQH9 The Bank of Tokyo-Mitsubishi UFJ, Ltd.- 999,416.67 - (1,000,000.00) - - 583.33 - - - 256350005 LC-Project Fund-Toll 2 26055AZ41 The Dow Chemical Company - 499,414.45 - (500,000.00) - - 585.55 - - - 256350005 LC-Project Fund-Toll 2 26055AXP6 The Dow Chemical Company - 699,412.00 - (700,000.00) - - 588.00 - - - 256350005 LC-Project Fund-Toll 2 26055ATT3 The Dow Chemical Company - 1,499,405.00 - (1,500,000.00) - - 595.00 - - - 256350005 LC-Project Fund-Toll 2 46640PSK0 J.P. Morgan Securities LLC - 699,390.22 - (700,000.00) - - 609.78 - - - 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 22533TS98 Credit Agricole Corporate and Investment Bank - 1,199,386.67 - (1,200,000.00) - - 613.33 - - - 256350005 LC-Project Fund-Toll 2 912796LE7 UNITED STATES TREASURY - 3,999,385.78 - (4,000,000.00) - - 614.22 - - - 256350005 LC-Project Fund-Toll 2 74433GSC1 Prudential Funding LLC - 1,199,384.00 - (1,200,000.00) - - 616.00 - - - 256350005 LC-Project Fund-Toll 2 43357LPN6 Hitachi Capital America Corp.- 1,299,381.77 - (1,300,000.00) - - 618.23 - - - 256350005 LC-Project Fund-Toll 2 43357LRC8 Hitachi Capital America Corp.- 1,299,350.00 - (1,300,000.00) - - 650.00 - - - 256350005 LC-Project Fund-Toll 2 313385JA5 FEDERAL HOME LOAN BANKS - 1,999,346.66 - (2,000,000.00) - - 653.34 - - - 256350005 LC-Project Fund-Toll 2 23336GXA4 DTE Electric Company - 749,343.75 - (750,000.00) - - 656.25 - - - 256350005 LC-Project Fund-Toll 2 63743CW17 National Rural Utilities Cooperative Finance Corpo - 1,099,233.66 (1,099,896.41) - - 0.91 661.84 - - - 256350005 LC-Project Fund-Toll 2 78355AZB3 Ryder System, Inc.- 624,329.17 - (625,000.00) - - 670.83 - - - 256350005 LC-Project Fund-Toll 2 43357LZJ4 Hitachi Capital America Corp.- 499,324.45 - (500,000.00) - - 675.55 - - - 256350005 LC-Project Fund-Toll 2 46625HJF8 JPMORGAN CHASE & CO - - 265,956.65 - - (398.75) 691.39 - - - 256350005 LC-Project Fund-Toll 2 912828UA6 UNITED STATES TREASURY 1,998,460.00 - - (2,000,000.00) - - 698.26 841.74 - - 256350005 LC-Project Fund-Toll 2 92780JVM0 Virginia Electric and Power Company - 699,291.25 - (700,000.00) - - 708.75 - - - 256350005 LC-Project Fund-Toll 2 83700EP85 South Carolina Electric & Gas Company - 1,824,270.00 - (1,825,000.00) - - 730.00 - - - 256350005 LC-Project Fund-Toll 2 313385GY6 FEDERAL HOME LOAN BANKS - 3,499,265.98 - (3,500,000.00) - - 734.02 - - - 256350005 LC-Project Fund-Toll 2 313385JH0 FEDERAL HOME LOAN BANKS - 1,399,261.11 - (1,400,000.00) - - 738.89 - - - 256350005 LC-Project Fund-Toll 2 87019RYA8 Swedbank AB - 749,256.25 - (750,000.00) - - 743.75 - - - 256350005 LC-Project Fund-Toll 2 57708LTS7 Mattel, Inc.- 1,199,253.34 - (1,200,000.00) - - 746.66 - - - 256350005 LC-Project Fund-Toll 2 14912DZT9 Caterpillar Financial Services Corporation - 499,097.22 (499,813.34) - - (42.22) 758.34 - - - 256350005 LC-Project Fund-Toll 2 63873FU63 Natixis - (900,770.47) - 900,000.00 - - 770.47 - - - 256350005 LC-Project Fund-Toll 2 23336GYA3 DTE Electric Company - 749,218.75 - (750,000.00) - - 781.25 - - - 256350005 LC-Project Fund-Toll 2 26055AZV1 The Dow Chemical Company - 474,005.14 (474,775.70) - - (32.98) 803.54 - - - 256350005 LC-Project Fund-Toll 2 23336GP62 DTE Electric Company - 2,599,170.89 - (2,600,000.00) - (0.00) 829.11 - - - 256350005 LC-Project Fund-Toll 2 23336GSP7 DTE Electric Company - 1,399,167.00 - (1,400,000.00) - - 833.00 - - - 256350005 LC-Project Fund-Toll 2 63743CUC5 National Rural Utilities Cooperative Finance Corpo - 1,199,156.66 - (1,200,000.00) - - 843.34 - - - 256350005 LC-Project Fund-Toll 2 02361KY24 Ameren Illinois Company - 749,154.17 - (750,000.00) - - 845.83 - - - 256350005 LC-Project Fund-Toll 2 26055AY34 The Dow Chemical Company - 749,150.00 - (750,000.00) - - 850.00 - - - 256350005 LC-Project Fund-Toll 2 43357LP30 Hitachi Capital America Corp.- 2,599,149.96 - (2,600,000.00) - (0.00) 850.04 - - - 256350005 LC-Project Fund-Toll 2 92780JUQ2 Virginia Electric and Power Company - 849,133.00 - (850,000.00) - - 867.00 - - - 256350005 LC-Project Fund-Toll 2 61979JX44 Motiva Enterprises LLC - 749,125.00 - (750,000.00) - - 875.00 - - - 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 313313HM3 FEDERAL FARM CREDIT BANKS - 559,115.20 - (560,000.00) - - 884.80 - - - 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 912796KT5 UNITED STATES TREASURY - 1,999,092.78 - (2,000,000.00) - - 907.22 - - - 256350005 LC-Project Fund-Toll 2 313385EN2 FEDERAL HOME LOAN BANKS - 2,074,061.64 - (2,075,000.00) - - 938.36 - - - 256350005 LC-Project Fund-Toll 2 34108AU54 Florida Power & Light Company - 1,499,041.67 - (1,500,000.00) - - 958.33 - - - 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 78355AXP4 Ryder System, Inc.- 749,022.50 - (750,000.00) - - 977.50 - - - 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 313385HN9 FEDERAL HOME LOAN BANKS - 2,398,999.99 - (2,400,000.00) - 0.00 1,000.01 - - - 256350005 LC-Project Fund-Toll 2 93884EW50 Washington Gas Light Company - 1,248,711.11 (1,249,713.20) - - (4.86) 1,006.95 - - - 256350005 LC-Project Fund-Toll 2 04056AW81 Arizona Public Service Company - 998,988.89 - (1,000,000.00) - - 1,011.11 - - - 256350005 LC-Project Fund-Toll 2 313385JQ0 FEDERAL HOME LOAN BANKS - 1,698,988.50 - (1,700,000.00) - - 1,011.50 - - - 256350005 LC-Project Fund-Toll 2 43357LXA5 Hitachi Capital America Corp.- 748,980.00 - (750,000.00) - - 1,020.00 - - - 256350005 LC-Project Fund-Toll 2 06538BU68 The Bank of Tokyo-Mitsubishi UFJ, Ltd.- 1,498,976.25 - (1,500,000.00) - - 1,023.75 - - - 256350005 LC-Project Fund-Toll 2 43357LU59 Hitachi Capital America Corp.- 998,968.89 - (1,000,000.00) - - 1,031.11 - - - 256350005 LC-Project Fund-Toll 2 92780JQ61 Virginia Electric and Power Company - 1,448,962.44 - (1,450,000.00) - - 1,037.56 - - - 256350005 LC-Project Fund-Toll 2 02581RVR1 American Express Credit Corporation - 1,298,960.00 - (1,300,000.00) - - 1,040.00 - - - 256350005 LC-Project Fund-Toll 2 22533TU38 Credit Agricole Corporate and Investment Bank - 1,498,950.00 - (1,500,000.00) - - 1,050.00 - - - 256350005 LC-Project Fund-Toll 2 83700EQA9 South Carolina Electric & Gas Company - 1,448,906.06 - (1,450,000.00) - - 1,093.94 - - - 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 14912DQE2 Caterpillar Financial Services Corporation - 1,448,865.78 - (1,450,000.00) - - 1,134.22 - - - 256350005 LC-Project Fund-Toll 2 09659BUJ7 BNP Paribas - 1,198,859.33 - (1,200,000.00) - - 1,140.67 - - - 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 02360RUA6 Ameren Corporation - 998,819.44 - (1,000,000.00) - - 1,180.56 - - - 256350005 LC-Project Fund-Toll 2 313385JN7 FEDERAL HOME LOAN BANKS - 2,598,772.23 - (2,600,000.00) - 0.00 1,227.77 - - - 256350005 LC-Project Fund-Toll 2 78355AV84 Ryder System, Inc.- 1,198,758.00 - (1,200,000.00) - - 1,242.00 - - - 256350005 LC-Project Fund-Toll 2 14912DWR6 Caterpillar Financial Services Corporation - 998,736.11 - (1,000,000.00) - - 1,263.89 - - - 256350005 LC-Project Fund-Toll 2 63873JRC6 Natixis - 1,098,727.37 - (1,100,000.00) - - 1,272.63 - - - 256350005 LC-Project Fund-Toll 2 34108ARR0 Florida Power & Light Company - 1,098,659.84 - (1,100,000.00) - - 1,340.16 - - - 256350005 LC-Project Fund-Toll 2 63873JUX6 Natixis - 1,198,658.00 - (1,200,000.00) - - 1,342.00 - - - 256350005 LC-Project Fund-Toll 2 87030JRH4 Aktiebolaget Svensk Exportkredit - 1,298,635.00 - (1,300,000.00) - - 1,365.00 - - - 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 34108AYF8 Florida Power & Light Company - 748,593.75 - (750,000.00) - - 1,406.25 - - - 256350005 LC-Project Fund-Toll 2 46640PWD1 J.P. Morgan Securities LLC - 1,198,576.67 - (1,200,000.00) - - 1,423.33 - - - 256350005 LC-Project Fund-Toll 2 02361KVH4 Ameren Illinois Company - 1,198,532.66 - (1,200,000.00) - - 1,467.34 - - - 256350005 LC-Project Fund-Toll 2 43357LW81 Hitachi Capital America Corp.- 1,198,500.00 - (1,200,000.00) - - 1,500.00 - - - 256350005 LC-Project Fund-Toll 2 89352HAP4 TRANSCANADA PIPELINES LTD - - (150,031.50) - - 143.60 1,592.71 - - - 256350005 LC-Project Fund-Toll 2 912828UR9 UNITED STATES TREASURY - - (1,703,068.56) - - (1,515.53) 1,730.25 - - - 256350005 LC-Project Fund-Toll 2 313385JZ0 FEDERAL HOME LOAN BANKS - 2,198,229.00 - (2,200,000.00) - - 1,771.00 - - - 256350005 LC-Project Fund-Toll 2 313385HT6 FEDERAL HOME LOAN BANKS - 998,212.50 - (1,000,000.00) - - 1,787.50 - - - 256350005 LC-Project Fund-Toll 2 26442CAD6 DUKE ENERGY CAROLINAS LLC 117,989.40 - - - - - 1,882.64 220.76 - - 256350005 LC-Project Fund-Toll 2 5006E0X50 The Korea Development Bank - 598,080.00 - (600,000.00) - - 1,920.00 - - - 256350005 LC-Project Fund-Toll 2 313385KD7 FEDERAL HOME LOAN BANKS - 2,197,985.77 - (2,200,000.00) - - 2,014.23 - - - 256350005 LC-Project Fund-Toll 2 912828VK3 UNITED STATES TREASURY 1,951,150.50 - - - - - 2,215.11 5,419.73 - - 25 Page 11 of 38 Source Account Account Identifier Description Beginning Base Market Value Base Purchases Base Sales Base Maturities and Redemptions Base Paydowns Net Total Realized Gain/Loss Base Amortization/A ccretion Base Change In Net Unrealized Gain/Loss Ending Base Market Value Ending Accrued Income Balance 91 CIP STAMP Portfolio Transaction Report by Account Quarter ended December 31, 2017 256350005 LC-Project Fund-Toll 2 912828TM2 UNITED STATES TREASURY - 2,497,656.25 - (2,500,000.00) - - 2,343.75 - - - 256350005 LC-Project Fund-Toll 2 313385LR5 FEDERAL HOME LOAN BANKS - 2,397,576.00 - (2,400,000.00) - - 2,424.00 - - - 256350005 LC-Project Fund-Toll 2 209111ET6 CONSOLIDATED EDISON COMPANY OF NEW YORK INC 224,749.80 - - - - - 4,712.90 (1.53) - - 256350005 LC-Project Fund-Toll 2 202795HU7 COMMONWEALTH EDISON CO 259,824.60 - - - - - 6,419.39 579.79 - - 256350005 LC-Project Fund-Toll 2 912828K33 UNITED STATES TREASURY 997,920.35 - (996,190.37) - - (12,141.19) 7,133.88 3,277.33 - - 256350005 LC-Project Fund-Toll 2 912828HA1 UNITED STATES TREASURY - (2,007,500.00) - 2,000,000.00 - - 7,500.00 - - - 256350005 LC-Project Fund-Toll 2 912828QQ6 UNITED STATES TREASURY 3,257,871.45 (3,281,250.39) - - - - 18,519.05 4,859.89 - - 37,478,919.49 63,011,968.93 (67,849,601.46) (32,105,000.00) (523,783.07) (27,366.56) 3,805.73 11,057.00 - 0.00 256350022 LC-Sr Lien Ob Fund-1 Interest 912828HH6 UNITED STATES TREASURY - 651,980.47 - (650,000.00) - - (1,980.47) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912828NW6 UNITED STATES TREASURY - 350,888.67 - (350,000.00) - - (888.67) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385MQ6 FEDERAL HOME LOAN BANKS 364,959.85 (364,641.59) - - - - (307.19) (11.07) - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385FZ4 FEDERAL HOME LOAN BANKS - (399,705.33) - 400,000.00 - - (294.67) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912796JP5 UNITED STATES TREASURY - (474,724.77) - 475,000.00 - - (275.23) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912828UZ1 UNITED STATES TREASURY 199,266.00 - - - - - (273.14) 352.89 - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385MV5 FEDERAL HOME LOAN BANKS 299,925.00 (299,651.50) - - - - (263.46) (10.04) - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385FL5 FEDERAL HOME LOAN BANKS - (399,751.89) - 400,000.00 - - (248.11) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 34108ARR0 Florida Power & Light Company - (199,756.33) - 200,000.00 - - (243.67) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 63873JRC6 Natixis - (199,768.61) - 200,000.00 - - (231.39) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 87030JRH4 Aktiebolaget Svensk Exportkredit - (199,790.00) - 200,000.00 - - (210.00) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 14912DQL6 Caterpillar Financial Services Corporation - (249,810.56) - 250,000.00 - - (189.44) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 83700EQ68 South Carolina Electric & Gas Company - (174,811.39) - 175,000.00 - - (188.61) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385FS0 FEDERAL HOME LOAN BANKS - (249,812.85) - 250,000.00 - - (187.15) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 14912DS42 Caterpillar Financial Services Corporation - (199,816.67) - 200,000.00 - - (183.33) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 87019RS98 Swedbank AB - (199,819.17) - 200,000.00 - - (180.83) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 09659BPQ7 BNP Paribas - (249,827.78) - 250,000.00 - - (172.22) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313397FZ9 FEDERAL HOME LOAN MORTGAGE CORP - (299,837.50) - 300,000.00 - - (162.50) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 45818LFZ8 INTER-AMERICAN DEVELOPMENT BANK - (249,838.89) - 250,000.00 - - (161.11) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 83700ER75 South Carolina Electric & Gas Company - (199,842.83) - 200,000.00 - - (157.17) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385JZ0 FEDERAL HOME LOAN BANKS - (149,844.29) - 150,000.00 - - (155.71) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912828PF1 UNITED STATES TREASURY - 170,146.09 - (170,000.00) - - (146.09) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 06538BQH9 The Bank of Tokyo-Mitsubishi UFJ, Ltd.- (249,854.17) - 250,000.00 - - (145.83) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912796KT5 UNITED STATES TREASURY - (299,863.92) - 300,000.00 - - (136.08) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 34108AQE0 Florida Power & Light Company - (249,866.32) - 250,000.00 - - (133.68) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 06538BPE7 The Bank of Tokyo-Mitsubishi UFJ, Ltd.- (299,866.67) - 300,000.00 - - (133.33) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385LL8 FEDERAL HOME LOAN BANKS - (149,872.50) - 150,000.00 - - (127.50) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 61979JR33 Motiva Enterprises LLC - (199,880.00) - 200,000.00 - - (120.00) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 43357LPN6 Hitachi Capital America Corp.- (249,881.11) - 250,000.00 - - (118.89) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385DP8 FEDERAL HOME LOAN BANKS - (249,881.98) - 250,000.00 - - (118.02) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 22533TS98 Credit Agricole Corporate and Investment Bank - (224,885.00) - 225,000.00 - - (115.00) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 26055AWV4 The Dow Chemical Company - (149,890.62) - 150,000.00 - - (109.38) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 43357LRC8 Hitachi Capital America Corp.- (199,900.00) - 200,000.00 - - (100.00) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 93884EQG3 Washington Gas Light Company - (249,903.75) - 250,000.00 - - (96.25) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385PE0 FEDERAL HOME LOAN BANKS 199,766.00 (199,660.75) - - - - (91.94) (13.31) - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385NZ5 FEDERAL HOME LOAN BANKS 199,794.00 (199,691.00) - - - - (91.51) (11.49) - - 256350022 LC-Sr Lien Ob Fund-1 Interest 69511JP82 PacifiCorp - (249,912.50) - 250,000.00 - - (87.50) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 31393V2T7 FHR 2627E GY - - (21,074.20) - (16,102.81) (236.67) (85.00) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 14912DR35 Caterpillar Financial Services Corporation - (199,920.56) - 200,000.00 - - (79.44) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 459053DD3 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPM - (259,922.65) - 260,000.00 - - (77.35) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 92780JP62 Virginia Electric and Power Company - (224,930.12) - 225,000.00 - - (69.88) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 23337SS21 DTE Gas Company - (199,931.33) - 200,000.00 - - (68.67) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385EN2 FEDERAL HOME LOAN BANKS - (149,932.17) - 150,000.00 - - (67.83) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385NQ5 FEDERAL HOME LOAN BANKS 199,846.00 (199,776.83) - - - - (57.20) (11.97) - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313313NQ7 FEDERAL FARM CREDIT BANKS 199,846.00 (199,776.83) - - - - (57.20) (11.97) - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385NU6 FEDERAL HOME LOAN BANKS 199,822.00 (199,753.94) - - - - (57.20) (10.86) - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912828PF1 UNITED STATES TREASURY - 30,055.08 - (30,000.00) - - (55.08) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385FM3 FEDERAL HOME LOAN BANKS - (174,948.96) - 175,000.00 - - (51.04) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 30231GAL6 EXXON MOBIL CORP - - 420,029.40 - - (166.75) (37.99) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912828D98 UNITED STATES TREASURY - 275,032.23 - (275,000.00) - - (32.23) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 46625HJL5 JPMORGAN CHASE & CO - - 500,075.00 - - (900.28) (22.95) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385NS1 FEDERAL HOME LOAN BANKS 224,813.25 (224,793.75) - - - - (12.49) (7.01) - - 256350022 LC-Sr Lien Ob Fund-1 Interest 31402RBG3 FN 735439 5,880.78 - (5,395.45) - (470.62) (61.20) (5.96) 52.45 - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912828WH9 UNITED STATES TREASURY - 125,004.88 - (125,000.00) - - (4.88) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 31393EXC8 FNR 0388E TH - - (4,336.96) - (668.51) (26.78) (3.71) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 3135G0ZB2 FEDERAL NATIONAL MORTGAGE ASSOCIATION - (324,997.73) - 325,000.00 - - (2.27) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 31402RBG3 FN 735439 457.65 - (419.87) - (36.62) (3.44) (0.42) 2.72 - - 256350022 LC-Sr Lien Ob Fund-1 Interest 3136A4M89 FN 12M3B 2A1 - - - - - 0.00 (0.00) - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 9AMMF05B2 U.S. BANK MONEY MARKET ACCOUNT FUND 24,812.70 5,294,148.17 (5,318,960.87) - - - - - - - 256350022 LC-Sr Lien Ob Fund-1 Interest CCYUSD Receivable 1,375.00 - - - - - - - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 38144LAB6 GOLDMAN SACHS GROUP INC - - - - - - - - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 48121CYK6 JPMORGAN CHASE BANK NA 300,000.00 - - (300,000.00) - - - - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 02580ECC5 AMERICAN EXPRESS BANK LTD.- - - - - - - - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 235219JS2 DALLAS TEX - - - - - - - - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912828RX0 UNITED STATES TREASURY - - - - - - - - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 31385JLF3 FN 545826 - - - - - - - - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 78011DAC8 ROYAL BANK OF CANADA - - - - - - - - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 891145TN4 TORONTO DOMINION BANK - - - - - - - - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 94974BGF1 WELLS FARGO & CO - - - - - - - - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 89236TAY1 TOYOTA MOTOR CREDIT CORP - - - - - - - - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 166764AE0 CHEVRON CORP - - - - - - - - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912828K41 UNITED STATES TREASURY - - - - - - - - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 43357LND0 Hitachi Capital America Corp.- - - - - - - - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 31393EXC8 FNR 0388E TH 5,007.91 - - - - - 1.15 26.91 - - 256350022 LC-Sr Lien Ob Fund-1 Interest 3135G0ZB2 FEDERAL NATIONAL MORTGAGE ASSOCIATION - 324,997.73 - (325,000.00) - - 2.27 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912828WH9 UNITED STATES TREASURY - (125,004.88) - 125,000.00 - - 4.88 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912828J84 UNITED STATES TREASURY 199,070.00 - (198,960.94) - - 523.40 20.55 (653.01) - - 256350022 LC-Sr Lien Ob Fund-1 Interest 46625HJL5 JPMORGAN CHASE & CO - - (500,075.00) - - 900.28 22.95 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912828D98 UNITED STATES TREASURY - (275,032.23) - 275,000.00 - - 32.23 - - - 26 Page 12 of 38 Source Account Account Identifier Description Beginning Base Market Value Base Purchases Base Sales Base Maturities and Redemptions Base Paydowns Net Total Realized Gain/Loss Base Amortization/A ccretion Base Change In Net Unrealized Gain/Loss Ending Base Market Value Ending Accrued Income Balance 91 CIP STAMP Portfolio Transaction Report by Account Quarter ended December 31, 2017 256350022 LC-Sr Lien Ob Fund-1 Interest 912828PF1 UNITED STATES TREASURY 170,108.80 (170,146.09) - - - - 36.52 0.77 - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912828PF1 UNITED STATES TREASURY 30,019.20 (30,055.08) - - - - 37.69 (1.81) - - 256350022 LC-Sr Lien Ob Fund-1 Interest 30231GAL6 EXXON MOBIL CORP - - (420,029.40) - - 166.75 37.99 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385FM3 FEDERAL HOME LOAN BANKS - 174,948.96 - (175,000.00) - - 51.04 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 3137ASNH3 FHMS K019 A1 240,623.62 - (234,858.48) - (5,437.55) 781.37 52.17 (1,161.06) - 0.00 256350022 LC-Sr Lien Ob Fund-1 Interest 313385EN2 FEDERAL HOME LOAN BANKS - 149,932.17 - (150,000.00) - - 67.83 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 23337SS21 DTE Gas Company - 199,931.33 - (200,000.00) - - 68.67 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 92780JP62 Virginia Electric and Power Company - 224,930.12 - (225,000.00) - - 69.88 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385PW0 FEDERAL HOME LOAN BANKS - 134,926.26 - (135,000.00) - - 73.74 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 31393V2T7 FHR 2627E GY 24,845.15 - - - 12,350.75 120.74 74.93 107.11 - - 256350022 LC-Sr Lien Ob Fund-1 Interest 459053DD3 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPM - 259,922.65 - (260,000.00) - - 77.35 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 14912DR35 Caterpillar Financial Services Corporation - 199,920.56 - (200,000.00) - - 79.44 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385PW0 FEDERAL HOME LOAN BANKS - 184,915.31 - (185,000.00) - - 84.69 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 69511JP82 PacifiCorp - 249,912.50 - (250,000.00) - - 87.50 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 93884EQG3 Washington Gas Light Company - 249,903.75 - (250,000.00) - - 96.25 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 43357LRC8 Hitachi Capital America Corp.- 199,900.00 - (200,000.00) - - 100.00 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 26055AWV4 The Dow Chemical Company - 149,890.62 - (150,000.00) - - 109.38 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912828UA6 UNITED STATES TREASURY - 474,888.67 - (475,000.00) - - 111.33 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 22533TS98 Credit Agricole Corporate and Investment Bank - 224,885.00 - (225,000.00) - - 115.00 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385NK8 FEDERAL HOME LOAN BANKS - 199,882.17 - (200,000.00) - - 117.83 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385DP8 FEDERAL HOME LOAN BANKS - 249,881.98 - (250,000.00) - - 118.02 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 43357LPN6 Hitachi Capital America Corp.- 249,881.11 - (250,000.00) - - 118.89 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 61979JR33 Motiva Enterprises LLC - 199,880.00 - (200,000.00) - - 120.00 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385PW0 FEDERAL HOME LOAN BANKS - 199,879.83 - (200,000.00) - - 120.17 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313589PP2 FEDERAL NATIONAL MORTGAGE ASSOCIATION - 199,877.17 - (200,000.00) - - 122.83 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385LL8 FEDERAL HOME LOAN BANKS - 149,872.50 - (150,000.00) - - 127.50 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385PB6 FEDERAL HOME LOAN BANKS - 124,868.96 - (125,000.00) - - 131.04 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 06538BPE7 The Bank of Tokyo-Mitsubishi UFJ, Ltd.- 299,866.67 - (300,000.00) - - 133.33 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 34108AQE0 Florida Power & Light Company - 249,866.32 - (250,000.00) - - 133.68 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912796KT5 UNITED STATES TREASURY - 299,863.92 - (300,000.00) - - 136.08 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313397PP0 FEDERAL HOME LOAN MORTGAGE CORP - 304,861.73 - (305,000.00) - - 138.27 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 06538BQH9 The Bank of Tokyo-Mitsubishi UFJ, Ltd.- 249,854.17 - (250,000.00) - - 145.83 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385JZ0 FEDERAL HOME LOAN BANKS - 149,844.29 - (150,000.00) - - 155.71 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 83700ER75 South Carolina Electric & Gas Company - 199,842.83 - (200,000.00) - - 157.17 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 45818LFZ8 INTER-AMERICAN DEVELOPMENT BANK - 249,838.89 - (250,000.00) - - 161.11 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313397FZ9 FEDERAL HOME LOAN MORTGAGE CORP - 299,837.50 - (300,000.00) - - 162.50 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385PG5 FEDERAL HOME LOAN BANKS - 399,831.67 - (400,000.00) - - 168.33 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 09659BPQ7 BNP Paribas - 249,827.78 - (250,000.00) - - 172.22 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 87019RS98 Swedbank AB - 199,819.17 - (200,000.00) - - 180.83 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 05565QCC0 BP CAPITAL MARKETS PLC 299,958.00 - - (300,000.00) - - 183.32 (141.32) - - 256350022 LC-Sr Lien Ob Fund-1 Interest 14912DS42 Caterpillar Financial Services Corporation - 199,816.67 - (200,000.00) - - 183.33 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385FS0 FEDERAL HOME LOAN BANKS - 249,812.85 - (250,000.00) - - 187.15 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 83700EQ68 South Carolina Electric & Gas Company - 174,811.39 - (175,000.00) - - 188.61 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 14912DQL6 Caterpillar Financial Services Corporation - 249,810.56 - (250,000.00) - - 189.44 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385NS1 FEDERAL HOME LOAN BANKS - 224,793.75 - (225,000.00) - - 206.25 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 87030JRH4 Aktiebolaget Svensk Exportkredit - 199,790.00 - (200,000.00) - - 210.00 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912828UA6 UNITED STATES TREASURY 199,846.00 - - (200,000.00) - - 216.23 (62.23) - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313313NQ7 FEDERAL FARM CREDIT BANKS - 199,776.83 - (200,000.00) - - 223.17 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385NQ5 FEDERAL HOME LOAN BANKS - 199,776.83 - (200,000.00) - - 223.17 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385PV2 FEDERAL HOME LOAN BANKS - 599,776.83 - (600,000.00) - - 223.17 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 63873JRC6 Natixis - 199,768.61 - (200,000.00) - - 231.39 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 34108ARR0 Florida Power & Light Company - 199,756.33 - (200,000.00) - - 243.67 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385NU6 FEDERAL HOME LOAN BANKS - 199,753.94 - (200,000.00) - - 246.06 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385FL5 FEDERAL HOME LOAN BANKS - 399,751.89 - (400,000.00) - - 248.11 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385PR1 FEDERAL HOME LOAN BANKS - 424,745.88 - (425,000.00) - - 254.12 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912796JP5 UNITED STATES TREASURY - 474,724.77 - (475,000.00) - - 275.23 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912828UZ1 UNITED STATES TREASURY - - (199,312.50) - - (327.67) 294.42 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385FZ4 FEDERAL HOME LOAN BANKS - 399,705.33 - (400,000.00) - - 294.67 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385NZ5 FEDERAL HOME LOAN BANKS - 199,691.00 - (200,000.00) - - 309.00 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385PE0 FEDERAL HOME LOAN BANKS - 199,660.75 - (200,000.00) - - 339.25 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385PM2 FEDERAL HOME LOAN BANKS - 474,651.80 - (475,000.00) - - 348.20 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385MV5 FEDERAL HOME LOAN BANKS - 299,651.50 - (300,000.00) - - 348.50 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385MQ6 FEDERAL HOME LOAN BANKS - 364,641.59 - (365,000.00) - - 358.41 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 313385PP5 FEDERAL HOME LOAN BANKS - 399,546.67 - (400,000.00) - - 453.33 - - - 256350022 LC-Sr Lien Ob Fund-1 Interest 912828NW6 UNITED STATES TREASURY - (350,888.67) - 350,000.00 - - 888.67 - - - 3,590,042.90 10,068,781.59 (5,983,319.27) (7,665,000.00) (10,365.36) 769.73 2,029.78 (1,564.30) - 0.00 256350023 LC-Sr Lien Reserve Fund-1 912828K33 UNITED STATES TREASURY - (392,982.43) 393,500.32 - - 3,333.94 (3,851.83) - - - 256350023 LC-Sr Lien Reserve Fund-1 38376GB33 GNR 116 BA 243,521.82 - - - (54,370.69) (1,193.37) (2,685.08) 2,644.37 187,917.05 544.91 256350023 LC-Sr Lien Reserve Fund-1 912828G38 UNITED STATES TREASURY - 1,369,037.11 - - - - (1,635.70) (24,367.41) 1,343,034.00 3,943.72 256350023 LC-Sr Lien Reserve Fund-1 3138EJPZ5 FN AL2239 316,209.53 - - - (1,752.75) (90.51) (1,387.54) (1,736.07) 311,242.67 786.22 256350023 LC-Sr Lien Reserve Fund-1 912828L99 UNITED STATES TREASURY 1,090,892.00 (1,090,289.06) - - - - (1,081.67) 478.73 - - 256350023 LC-Sr Lien Reserve Fund-1 31381Q6B7 FN 468066 200,582.67 - - - (812.65) (65.83) (1,025.82) (557.16) 198,121.22 691.91 256350023 LC-Sr Lien Reserve Fund-1 912828VV9 UNITED STATES TREASURY - 355,837.89 - - - - (844.49) (3,379.90) 351,613.50 2,527.11 256350023 LC-Sr Lien Reserve Fund-1 912828XB1 UNITED STATES TREASURY 1,192,224.00 - - - - - (758.46) (9,789.54) 1,181,676.00 3,310.77 256350023 LC-Sr Lien Reserve Fund-1 3136A7MN9 FN 12M8 A2 301,050.00 - - - - - (668.33) (1,887.67) 298,494.00 587.35 256350023 LC-Sr Lien Reserve Fund-1 912828SA9 UNITED STATES TREASURY 271,233.81 (270,901.43) - - - - (668.01) 335.63 - - 256350023 LC-Sr Lien Reserve Fund-1 912828B58 UNITED STATES TREASURY 740,154.30 - - - - - (659.87) (6,924.83) 732,569.60 6,491.64 256350023 LC-Sr Lien Reserve Fund-1 3137B1U75 FHMS KS01 A2 383,446.60 - - - - - (657.10) (1,911.70) 380,877.80 798.63 256350023 LC-Sr Lien Reserve Fund-1 912828L57 UNITED STATES TREASURY 842,163.00 (840,968.75) - - - - (641.19) (553.06) - - 256350023 LC-Sr Lien Reserve Fund-1 912828V49 UNITED STATES TREASURY 225,262.97 (225,559.90) - - - - (640.76) 937.68 - - 256350023 LC-Sr Lien Reserve Fund-1 3136AHAE0 FN 13M14 APT 199,089.95 - - - (1,425.17) (29.72) (563.20) 195.23 197,267.08 413.96 256350023 LC-Sr Lien Reserve Fund-1 912828B58 UNITED STATES TREASURY 506,955.00 - - - - - (547.66) (4,647.34) 501,760.00 4,446.33 256350023 LC-Sr Lien Reserve Fund-1 31381T4E7 FN 470721 274,788.89 - - - (1,584.24) (57.90) (535.26) (2,452.09) 270,159.40 616.03 256350023 LC-Sr Lien Reserve Fund-1 3138L76A9 FN AM7164 126,635.00 - - - (188.93) (5.17) (462.91) (630.24) 125,347.75 278.36 256350023 LC-Sr Lien Reserve Fund-1 38380AZ34 GNR 16147C DA - 178,787.83 - - (10,880.89) (286.44) (388.63) (2,756.35) 164,475.53 407.59 256350023 LC-Sr Lien Reserve Fund-1 3137EADB2 FREDDIE MAC 203,548.00 - - - - - (341.20) (1,408.80) 201,798.00 2,216.67 256350023 LC-Sr Lien Reserve Fund-1 912828VA5 UNITED STATES TREASURY 158,232.00 (158,131.25) - - - - (338.99) 238.24 - - 27 Page 13 of 38 Source Account Account Identifier Description Beginning Base Market Value Base Purchases Base Sales Base Maturities and Redemptions Base Paydowns Net Total Realized Gain/Loss Base Amortization/A ccretion Base Change In Net Unrealized Gain/Loss Ending Base Market Value Ending Accrued Income Balance 91 CIP STAMP Portfolio Transaction Report by Account Quarter ended December 31, 2017 256350023 LC-Sr Lien Reserve Fund-1 912828VV9 UNITED STATES TREASURY 152,151.00 - - - - - (272.38) (1,187.12) 150,691.50 1,083.05 256350023 LC-Sr Lien Reserve Fund-1 3137EADB2 FREDDIE MAC 203,548.00 - - - - - (260.36) (1,489.64) 201,798.00 2,216.67 256350023 LC-Sr Lien Reserve Fund-1 912828B58 UNITED STATES TREASURY 101,391.00 - - - - - (243.56) (795.44) 100,352.00 889.27 256350023 LC-Sr Lien Reserve Fund-1 912828B58 UNITED STATES TREASURY 147,016.95 - - - - - (174.03) (1,332.52) 145,510.40 1,289.44 256350023 LC-Sr Lien Reserve Fund-1 912828L57 UNITED STATES TREASURY 544,929.00 (545,595.70) - - - - (172.83) 839.53 - - 256350023 LC-Sr Lien Reserve Fund-1 38378XP62 GNR 14166 PL 338,745.32 - - - (9,223.62) (102.33) (150.59) (2,937.69) 326,331.10 696.97 256350023 LC-Sr Lien Reserve Fund-1 38377JZ89 GNR 10117A GK 78,344.60 - - - (6,323.29) (133.80) (146.71) (545.16) 71,195.64 203.17 256350023 LC-Sr Lien Reserve Fund-1 36202F2H8 G2 005276 202,980.52 - - - (10,523.48) (386.20) (127.09) (1,500.52) 190,443.22 464.12 256350023 LC-Sr Lien Reserve Fund-1 313385FJ0 FEDERAL HOME LOAN BANKS - (399,881.78) - 400,000.00 - - (118.22) - - - 256350023 LC-Sr Lien Reserve Fund-1 3137AXHP1 FHMS K024 A2 - 142,089.06 - - - - (110.43) (1,180.63) 140,798.00 300.18 256350023 LC-Sr Lien Reserve Fund-1 912828B58 UNITED STATES TREASURY 116,599.65 - - - - - (106.31) (1,088.54) 115,404.80 1,022.66 256350023 LC-Sr Lien Reserve Fund-1 3137AUPE3 FHMS K021 A2 144,786.24 - - - - - (98.42) (791.50) 143,896.32 287.52 256350023 LC-Sr Lien Reserve Fund-1 38376T5Z1 GNR 104A PD 110,995.00 - - - (6,083.72) (216.15) (91.86) (863.30) 103,739.97 256.42 256350023 LC-Sr Lien Reserve Fund-1 912828VV9 UNITED STATES TREASURY 86,218.90 - - - - - (84.90) (742.15) 85,391.85 613.73 256350023 LC-Sr Lien Reserve Fund-1 912828RC6 UNITED STATES TREASURY - 201,664.06 (202,757.81) - - 1,172.42 (78.67) - - - 256350023 LC-Sr Lien Reserve Fund-1 38377RVK8 GNR 10166F GP 79,106.06 - - - (4,508.17) (67.08) (75.60) (682.55) 73,772.67 182.64 256350023 LC-Sr Lien Reserve Fund-1 912828VB3 UNITED STATES TREASURY - (72,902.34) 74,390.63 - - (1,415.46) (72.82) - - - 256350023 LC-Sr Lien Reserve Fund-1 38377RVK8 GNR 10166F GP 47,463.64 - - - (2,704.90) (75.00) (71.29) (348.85) 44,263.60 109.59 256350023 LC-Sr Lien Reserve Fund-1 31381PEB0 FN 466430 266,012.87 - - - (1,166.33) (29.75) (70.56) (2,467.66) 262,278.57 742.10 256350023 LC-Sr Lien Reserve Fund-1 3137AJMF8 FHMS K016 A2 30,869.10 - - - - - (45.17) (228.13) 30,595.80 74.19 256350023 LC-Sr Lien Reserve Fund-1 912828B58 UNITED STATES TREASURY 50,695.50 - - - - - (42.81) (476.69) 50,176.00 444.63 256350023 LC-Sr Lien Reserve Fund-1 38378CRT6 GNR 1213E EG 69,394.86 - - - (4,415.43) 122.76 (34.72) (1,164.10) 63,903.37 109.19 256350023 LC-Sr Lien Reserve Fund-1 31392JJ83 FNR 0317D HC - - - - (5,371.69) (36.52) (24.73) (0.69) 402.42 1.68 256350023 LC-Sr Lien Reserve Fund-1 912828WT3 UNITED STATES TREASURY - (624,975.59) - 625,000.00 - - (24.41) - - - 256350023 LC-Sr Lien Reserve Fund-1 31395EZP5 FHR 2835G MD 25,162.26 - - - (5,306.92) (77.52) (20.57) (24.89) 19,732.36 73.42 256350023 LC-Sr Lien Reserve Fund-1 31417YKF3 FN MA0293 97,664.30 - - - (3,773.10) (202.90) (15.07) (889.10) 92,784.14 326.04 256350023 LC-Sr Lien Reserve Fund-1 912828L99 UNITED STATES TREASURY 148,758.00 (149,513.67) - - - - (13.06) 768.73 - - 256350023 LC-Sr Lien Reserve Fund-1 38377RSZ9 GNR 10162D PQ 25,652.39 - - - (2,587.97) (97.11) (9.52) (106.42) 22,851.38 83.48 256350023 LC-Sr Lien Reserve Fund-1 31385XBG1 FN 555439 - - - - (1,263.22) (5.04) (1.10) - 0.02 0.00 256350023 LC-Sr Lien Reserve Fund-1 3137ATRW4 FHMS K020 A2 125,901.25 - - - - - (0.89) (1,191.61) 124,708.75 247.19 256350023 LC-Sr Lien Reserve Fund-1 9AMMF05B2 U.S. BANK MONEY MARKET ACCOUNT FUND 132,235.57 285,093.92 (309,757.28) - - - - - 107,572.21 - 256350023 LC-Sr Lien Reserve Fund-1 CCYUSD Payable (142,119.08) - - - - - - - - - 256350023 LC-Sr Lien Reserve Fund-1 CCYUSD Receivable 12,250.00 - - - - - - - - - 256350023 LC-Sr Lien Reserve Fund-1 912828VB3 UNITED STATES TREASURY - - - - - - - - - - 256350023 LC-Sr Lien Reserve Fund-1 31413XVG5 FN 958815 - - - - - - - - - - 256350023 LC-Sr Lien Reserve Fund-1 38378BX20 GNR 12132 AB - - - - - - - - - - 256350023 LC-Sr Lien Reserve Fund-1 38378B7E3 GNR 1333 AC - - - - - - - - - - 256350023 LC-Sr Lien Reserve Fund-1 912828RC6 UNITED STATES TREASURY - - - - - - - - - - 256350023 LC-Sr Lien Reserve Fund-1 912828UF5 UNITED STATES TREASURY - - - - - - - - - - 256350023 LC-Sr Lien Reserve Fund-1 912828WU0 UNITED STATES TREASURY - - - - - - - - - - 256350023 LC-Sr Lien Reserve Fund-1 912828RC6 UNITED STATES TREASURY - - - - - - - - - - 256350023 LC-Sr Lien Reserve Fund-1 38378B7E3 GNR 1333 AC - - - - - - - - - - 256350023 LC-Sr Lien Reserve Fund-1 912828TB6 UNITED STATES TREASURY - (600,000.00) - 600,000.00 - - - - - - 256350023 LC-Sr Lien Reserve Fund-1 3137AXHP1 FHMS K024 A2 141,755.60 (142,089.06) - - - - - 333.46 - - 256350023 LC-Sr Lien Reserve Fund-1 912828TB6 UNITED STATES TREASURY - 600,000.00 - (600,000.00) - - - - - - 256350023 LC-Sr Lien Reserve Fund-1 38378TAF7 GNR 1371A GA 169,329.84 - - - (6,652.41) 5.21 0.11 (1,560.28) 161,122.47 334.93 256350023 LC-Sr Lien Reserve Fund-1 31385XBG1 FN 555439 11.70 - - - 1,251.57 4.99 1.09 0.03 - - 256350023 LC-Sr Lien Reserve Fund-1 3138L33G8 FN AM3498 100,171.00 - - - - - 3.29 (786.29) 99,388.00 173.08 256350023 LC-Sr Lien Reserve Fund-1 912828SA9 UNITED STATES TREASURY 179,014.32 (179,502.72) - - - - 10.23 478.17 - - 256350023 LC-Sr Lien Reserve Fund-1 31392JJ83 FNR 0317D HC 1,783.28 - - - 3,995.52 31.53 21.96 3.75 - - 256350023 LC-Sr Lien Reserve Fund-1 912828WT3 UNITED STATES TREASURY - 624,975.59 - (625,000.00) - - 24.41 - - - 256350023 LC-Sr Lien Reserve Fund-1 912828V49 UNITED STATES TREASURY 55,064.28 (56,282.85) - - - - 27.20 1,191.37 - - 256350023 LC-Sr Lien Reserve Fund-1 912828L99 UNITED STATES TREASURY - 149,513.67 - - - - 51.52 (1,984.69) 147,580.50 353.25 256350023 LC-Sr Lien Reserve Fund-1 38378KWU9 GNR 1396 A 15,123.47 - - - (125.84) 2.09 69.38 (145.60) 14,923.50 18.27 256350023 LC-Sr Lien Reserve Fund-1 912828VB3 UNITED STATES TREASURY - 72,902.34 (74,390.63) - - 1,415.46 72.82 - - - 256350023 LC-Sr Lien Reserve Fund-1 912828RC6 UNITED STATES TREASURY - (201,664.06) 202,757.81 - - (1,172.42) 78.67 - - - 256350023 LC-Sr Lien Reserve Fund-1 313385FJ0 FEDERAL HOME LOAN BANKS - 399,881.78 - (400,000.00) - - 118.22 - - - 256350023 LC-Sr Lien Reserve Fund-1 3137ASNH3 FHMS K019 A1 240,623.62 - - - (16,014.00) 173.39 152.26 (1,074.74) 223,860.54 275.48 256350023 LC-Sr Lien Reserve Fund-1 3138EKXL4 FN AL3382 278,453.53 - - - (1,517.49) 16.12 165.38 (4,109.62) 273,007.91 556.35 256350023 LC-Sr Lien Reserve Fund-1 3137EADR7 FREDDIE MAC 472,406.50 - - - - - 177.26 (4,685.01) 467,898.75 1,088.54 256350023 LC-Sr Lien Reserve Fund-1 38376WA62 GNR 1015C PD 65,156.33 - - - (7,009.70) (401.32) 272.88 (602.67) 57,415.51 182.03 256350023 LC-Sr Lien Reserve Fund-1 3135G0D75 FEDERAL NATIONAL MORTGAGE ASSOCIATION 598,320.00 - - - - - 318.81 (5,754.81) 592,884.00 225.00 256350023 LC-Sr Lien Reserve Fund-1 38380AZ34 GNR 16147C DA 169,762.94 (178,787.83) - - 7,477.66 198.25 335.88 1,013.10 - - 256350023 LC-Sr Lien Reserve Fund-1 38378KXW4 GNR 13105 A 178,938.69 - - - (1,949.72) 8.44 336.09 (1,319.28) 176,014.22 255.00 256350023 LC-Sr Lien Reserve Fund-1 912828L57 UNITED STATES TREASURY - 545,595.70 - - - - 377.80 (6,995.50) 538,978.00 2,459.13 256350023 LC-Sr Lien Reserve Fund-1 912828VV9 UNITED STATES TREASURY 355,019.00 (355,837.89) - - - - 377.92 440.97 - - 256350023 LC-Sr Lien Reserve Fund-1 912828V49 UNITED STATES TREASURY - 56,282.85 - - - - 386.34 (910.88) 55,758.31 97.29 256350023 LC-Sr Lien Reserve Fund-1 3137AUPE3 FHMS K021 A2 236,283.10 - - - - - 401.84 (1,854.14) 234,830.80 469.22 256350023 LC-Sr Lien Reserve Fund-1 3136A4M48 FN 12M3A 1A1 263,523.10 - - - (13,827.25) (5.05) 415.84 (1,236.64) 248,870.00 437.20 256350023 LC-Sr Lien Reserve Fund-1 912828VA5 UNITED STATES TREASURY - 158,131.25 - - - - 486.31 (1,473.56) 157,144.00 308.29 256350023 LC-Sr Lien Reserve Fund-1 38378KWU9 GNR 1396 A 56,713.01 - - - (471.91) 10.78 509.97 (798.72) 55,963.13 68.50 256350023 LC-Sr Lien Reserve Fund-1 38378KSL4 GNR 1374 AL 215,970.75 - - - - - 557.72 (2,773.97) 213,754.50 527.02 256350023 LC-Sr Lien Reserve Fund-1 3137EADB2 FREDDIE MAC 559,757.00 - - - - - 606.32 (5,418.82) 554,944.50 6,095.83 256350023 LC-Sr Lien Reserve Fund-1 912828G38 UNITED STATES TREASURY 1,356,642.00 (1,369,037.11) - - - - 1,042.20 11,352.91 - - 256350023 LC-Sr Lien Reserve Fund-1 912828L57 UNITED STATES TREASURY - 840,968.75 - - - - 1,047.16 (9,049.91) 832,966.00 3,800.48 256350023 LC-Sr Lien Reserve Fund-1 38378KSL4 GNR 1374 AL 191,974.00 - - - - - 1,175.11 (3,145.11) 190,004.00 468.46 256350023 LC-Sr Lien Reserve Fund-1 38379KDN5 GNR 1529 AD 167,263.37 - - - (763.10) 17.00 1,250.74 (1,231.09) 166,536.93 304.07 256350023 LC-Sr Lien Reserve Fund-1 912828SA9 UNITED STATES TREASURY - 179,502.72 - - - - 1,296.75 (1,700.56) 179,098.91 103.84 256350023 LC-Sr Lien Reserve Fund-1 38378B6A2 GNR 1312A AB 119,700.65 - - - (6,442.25) 206.04 1,363.59 (2,206.82) 112,621.21 179.85 256350023 LC-Sr Lien Reserve Fund-1 38378B7F0 GNR 1333 B 193,068.00 - - - - - 1,387.13 (1,911.13) 192,544.00 378.83 256350023 LC-Sr Lien Reserve Fund-1 912828L99 UNITED STATES TREASURY - 1,090,289.06 - - - - 1,774.16 (9,806.22) 1,082,257.00 2,590.47 256350023 LC-Sr Lien Reserve Fund-1 3136A72D3 FN 12M9 A2 366,863.25 - - - (2,715.35) 76.32 2,084.00 (5,360.28) 360,947.95 746.11 256350023 LC-Sr Lien Reserve Fund-1 912828V49 UNITED STATES TREASURY - 225,559.90 - - - - 2,436.69 105.60 228,102.19 398.02 256350023 LC-Sr Lien Reserve Fund-1 912828SA9 UNITED STATES TREASURY - 270,901.43 - - - - 2,671.64 (2,211.08) 271,361.99 157.33 256350023 LC-Sr Lien Reserve Fund-1 38378KRS0 GNR 1378 AG 435,663.00 - - - - - 3,603.42 (8,031.42) 431,235.00 895.72 256350023 LC-Sr Lien Reserve Fund-1 912828K33 UNITED STATES TREASURY - 392,982.43 (393,500.32) - - (3,333.94) 3,851.83 - - - 256350023 LC-Sr Lien Reserve Fund-1 38378B7F0 GNR 1333 B 241,335.00 - - - - - 3,940.83 (4,595.83) 240,680.00 473.54 17,898,432.77 285,093.92 (309,757.28) - (179,031.43) (2,691.78) 12,140.36 (156,414.17) 17,677,641.47 64,199.66 28 Page 14 of 38 Source Account Account Identifier Description Beginning Base Market Value Base Purchases Base Sales Base Maturities and Redemptions Base Paydowns Net Total Realized Gain/Loss Base Amortization/A ccretion Base Change In Net Unrealized Gain/Loss Ending Base Market Value Ending Accrued Income Balance 91 CIP STAMP Portfolio Transaction Report by Account Quarter ended December 31, 2017 29   30 91 CIP STAMP Portfolio Summary of Investments for quarter ended December 31, 2017 Credit Rating Industry Group Asset Class Security Type Market Sector ATTACHMENT 5 31   32 91 CIP STAMP Portfolio Series A & Series B Reserve Fund Summary of Investments for quarter ended December 31, 2017 Credit Rating Industry Group Asset Class Security Type Market Sector ATTACHMENT 6 33   34 Page 17 of 38 Source Account Account Identifier Security Type Category Issuer Final Maturity Trade Date Current Face Value Original Cost Next Call Date Base Market Value Base Net Total Unrealized Gain/Loss Coupon Yield Summarized Credit Rating 240907004 LC-RCTC Toll Revenue: - I-15 313385RX6 Agency FHLBanks Office of Finance 01/17/2018 12/27/2017 4,500,000.00 4,496,995.62 ---4,497,570.00 100.14 0.000 1.038 AAA 240907004 LC-RCTC Toll Revenue: - I-15 3137A7NT3 Agency CMO Federal Home Loan Mortgage Corp 08/25/2020 12/20/2017 95,220.08 95,882.16 ---95,945.66 42.86 2.917 1.980 AAA 240907004 LC-RCTC Toll Revenue: - I-15 3137AKKC4 Agency CMO Federal Home Loan Mortgage Corp 09/25/2018 12/04/2017 175,000.00 175,410.16 ---175,232.75 (118.55) 2.303 1.899 AAA 240907004 LC-RCTC Toll Revenue: - I-15 3137ANMN2 Agency CMO Federal Home Loan Mortgage Corp 12/25/2018 12/01/2017 315,000.00 315,529.10 ---315,352.80 (104.50) 2.220 1.932 AAA 240907004 LC-RCTC Toll Revenue: - I-15 3137AL6V6 Agency CMO Federal Home Loan Mortgage Corp 10/25/2018 12/01/2017 682,844.32 684,498.09 ---683,745.68 (535.59) 2.323 1.960 AAA 240907020 RCTC I-15 Prj RAMP UP RESERV3137ANMN2 Agency CMO Federal Home Loan Mortgage Corporation 12/25/2018 12/05/2017 1,800,000.00 1,803,697.20 ---1,802,016.00 (1,222.07) 2.220 1.932 AAA 240907020 RCTC I-15 Prj RAMP UP RESERV31392J6N4 Agency CMO Federal National Mortgage Association Fannie Mae 04/25/2023 12/05/2017 731,207.24 795,466.36 ---771,014.16 (23,843.77) 5.500 2.578 AAA 240907004 LC-RCTC Toll Revenue: - I-15 3137B6ZL8 Agency MBS Federal Home Loan Mortgage Corp 12/25/2019 12/20/2017 140,734.78 140,668.81 ---140,709.45 35.72 2.075 1.909 AAA 240907020 RCTC I-15 Prj RAMP UP RESERV31283K5N4 Agency MBS Federal Home Loan Mortgage Corporation 08/01/2020 12/05/2017 1,081,143.15 1,105,494.81 ---1,104,474.22 (53,092.53) 5.000 2.717 AAA 240907004 LC-RCTC Toll Revenue: - I-15 31381S5E8 Agency MBS Federal National Mortgage Association Fannie Mae 12/01/2018 12/01/2017 447,421.32 449,169.06 ---449,327.34 323.49 2.640 1.927 AAA 240907004 LC-RCTC Toll Revenue: - I-15 36225B5Y0 Agency MBS Government National Mortgage Association Guaranteed R 06/15/2019 12/21/2017 106,215.34 107,410.27 ---107,282.80 (201.35) 5.500 2.466 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 ---964,536.80 (590.05) 1.550 1.808 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 ---1,999,040.00 (1,227.92) 1.550 1.808 AAA 240907004 LC-RCTC Toll Revenue: - I-15 05581RAD8 Asset Backed Bmw Vehicle Lease Trust 2016-1 01/22/2019 12/22/2017 1,231,033.07 1,229,301.94 ---1,229,408.11 81.24 1.340 1.817 AAA 240907004 LC-RCTC Toll Revenue: - I-15 05582XAB8 Asset Backed Bmw Vehicle Lease Trust 2016-2 01/22/2019 12/22/2017 360,364.00 359,857.25 ---359,906.34 38.46 1.230 1.914 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 ---960,908.40 (2,857.79) 1.430 2.046 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 161571HA5 Asset Backed Chase Issuance Trust 07/16/2018 12/19/2017 360,000.00 359,690.63 ---359,712.00 5.47 1.620 1.773 AAA 240907004 LC-RCTC Toll Revenue: - I-15 161571FW9 Asset Backed Chase Issuance Trust 04/16/2018 12/21/2017 475,000.00 475,333.98 ---475,323.00 7.24 1.757 1.622 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 ---742,800.00 (3,708.04) 1.370 2.044 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 161571HG2 Asset Backed Chase Issuance Trust 01/16/2018 07/20/2017 2,000,000.00 1,996,875.00 ---1,999,200.00 (533.72) 1.100 1.956 AAA 240907004 LC-RCTC Toll Revenue: - I-15 41284AAE8 Asset Backed Harley-Davidson Motorcycle Trust 2014-1 10/15/2021 11/27/2017 450,000.00 449,789.06 ---449,649.00 (162.20) 1.550 1.698 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 43814JAC8 Asset Backed Honda Auto Receivables 2014-4 Owner Trust 09/17/2018 07/19/2017 2,501.12 2,498.28 ---2,500.72 0.02 0.990 1.274 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 ---2,354,175.75 (1,009.41) 1.460 1.556 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 ---886,325.88 (122.83) 1.320 1.486 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 43814LAC3 Asset Backed Honda Auto Receivables 2015-4 Owner Trust 09/23/2019 11/09/2017 113,604.23 113,324.66 ---113,199.80 (137.34) 1.230 1.889 AAA 240907004 LC-RCTC Toll Revenue: - I-15 43814LAC3 Asset Backed Honda Auto Receivables 2015-4 Owner Trust 09/23/2019 07/24/2017 1,121,094.34 1,118,729.53 ---1,117,103.25 (2,309.21) 1.230 1.889 AAA 240907004 LC-RCTC Toll Revenue: - I-15 43813FAA1 Asset Backed Honda Auto Receivables 2017-4 Owner Trust 12/21/2018 11/22/2017 1,601,687.45 1,601,687.45 ---1,601,703.46 16.02 1.430 1.456 AAA 240907004 LC-RCTC Toll Revenue: - I-15 47787UAD5 Asset Backed John Deere Owner Trust 2015 06/17/2019 12/21/2017 90,406.28 90,265.03 ---90,321.30 57.33 1.320 1.909 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 ---745,931.79 (1,246.87) 1.650 1.907 AAA 240907004 LC-RCTC Toll Revenue: - I-15 58768MAC5 Asset Backed Mercedes-Benz Auto Lease Trust 2016-B 08/15/2019 ---1,594,000.00 1,589,467.81 ---1,588,580.40 (1,928.35) 1.350 1.944 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 ---963,050.70 (2,644.00) 1.790 1.981 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 ---1,997,820.00 1,908,246.10 1.490 1.837 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 65477UAC4 Asset Backed Nissan Auto Receivables 10/15/2019 11/07/2017 81,282.28 81,142.60 ---81,122.97 (29.02) 1.050 1.654 AAA 240907004 LC-RCTC Toll Revenue: - I-15 65477UAC4 Asset Backed Nissan Auto Receivables 10/15/2019 11/07/2017 243,846.85 243,427.74 ---243,368.91 (87.02) 1.050 1.654 AAA 240907004 LC-RCTC Toll Revenue: - I-15 65477PAD3 Asset Backed Nissan Auto Receivables 2014-A Owner Trust 08/17/2020 07/25/2017 501,996.45 501,780.74 ---501,318.75 (516.63) 1.340 1.763 AAA 240907004 LC-RCTC Toll Revenue: - I-15 65478AAD5 Asset Backed Nissan Auto Receivables 2015-C Owner Trust 05/15/2020 12/21/2017 852,156.29 849,326.87 ---849,437.91 116.02 1.370 1.853 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 89190AAD2 Asset Backed Toyota Auto Receivables 2014-C Owner Trust 04/15/2020 07/19/2017 1,462,096.62 1,461,868.17 ---1,460,210.52 (1,764.32) 1.440 1.929 AAA 240907004 LC-RCTC Toll Revenue: - I-15 89236WAC2 Asset Backed Toyota Auto Receivables 2015-A Owner Trust 02/15/2019 11/07/2017 51,952.80 51,910.19 ---51,913.84 (2.58) 1.120 1.571 AAA 240907004 LC-RCTC Toll Revenue: - I-15 06371ETS6 CD Bank of Montreal 03/06/2018 11/06/2017 2,000,000.00 2,000,000.00 ---1,999,540.00 (460.00) 1.460 1.582 AAA 240907004 LC-RCTC Toll Revenue: - I-15 22549LGU3 CD Credit Suisse AG 03/07/2018 11/07/2017 2,000,000.00 2,000,000.66 ---1,999,320.00 (680.36) 1.450 1.630 AAA 240907004 LC-RCTC Toll Revenue: - I-15 60683BCS0 CD Mitsubishi UFJ Trust & Banking Corp 01/22/2018 11/20/2017 1,400,000.00 1,400,000.00 ---1,399,776.00 (224.00) 1.360 1.608 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 60700AMC5 CD Mizuho Bank, Ltd.01/22/2018 11/20/2017 800,000.00 800,000.00 ---799,880.00 (120.00) 1.360 1.593 AAA 240907004 LC-RCTC Toll Revenue: - I-15 60700AMC5 CD Mizuho Bank, Ltd.01/22/2018 11/20/2017 1,800,000.00 1,800,000.00 ---1,799,730.00 (270.00) 1.360 1.593 AAA 240907004 LC-RCTC Toll Revenue: - I-15 06539RLL9 CD The Bank of Tokyo-Mitsubishi UFJ, Ltd 01/16/2018 11/15/2017 1,600,000.00 1,600,000.00 ---1,599,840.00 (160.00) 1.340 1.549 AAA 240907004 LC-RCTC Toll Revenue: - I-15 65602UYN2 CD The Norinchukin Bank 01/16/2018 11/15/2017 1,100,000.00 1,100,000.00 ---1,099,879.00 (121.00) 1.330 1.561 AAA 240907004 LC-RCTC Toll Revenue: - I-15 89113XNF7 CD Toronto Dominion Bank 01/22/2018 11/20/2017 1,800,000.00 1,800,000.00 ---1,799,802.00 (198.00) 1.380 1.550 AAA 240907004 LC-RCTC Toll Revenue: - I-15 00287YAN9 Corporate AbbVie Inc.05/14/2018 12/21/2017 1,000,000.00 999,780.00 ---999,510.00 (279.50) 1.800 1.927 A 240907004 LC-RCTC Toll Revenue: - I-15 0258M0EE5 Corporate American Express Credit Corporation 03/03/2020 07/25/2017 500,000.00 503,990.00 02/01/2020 498,485.00 (4,878.44) 2.200 2.343 A 240907004 LC-RCTC Toll Revenue: - I-15 0258M0DK2 Corporate American Express Credit Corporation 03/18/2019 07/25/2017 1,000,000.00 1,006,560.00 ---1,000,000.00 (4,955.46) 2.125 2.124 A 245490001 LC-RCTC 2017 PRJ: Sales Tax 0258M0EJ4 Corporate American Express Credit Corporation 05/03/2019 07/19/2017 2,000,000.00 2,006,000.00 04/02/2019 2,003,860.00 (656.23) 1.715 1.854 A 240907004 LC-RCTC Toll Revenue: - I-15 03523TAN8 Corporate Anheuser-Busch InBev Worldwide Inc.01/15/2020 07/26/2017 1,000,000.00 1,084,440.00 ---1,060,810.00 (10,173.43) 5.375 2.312 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 ---1,503,270.00 (1,999.64) 2.300 1.895 A 240907004 LC-RCTC Toll Revenue: - I-15 06051GFN4 Corporate Bank of America Corporation 04/21/2020 12/04/2017 1,000,000.00 997,850.00 ---1,000,700.00 2,784.62 2.250 2.218 A 245490001 LC-RCTC 2017 PRJ: Sales Tax 06051GEY1 Corporate Bank of America Corporation 01/15/2019 07/19/2017 1,500,000.00 1,518,015.00 ---1,512,450.00 (193.86) 2.399 1.936 A 240907004 LC-RCTC Toll Revenue: - I-15 06050TLY6 Corporate Bank of America, National Association 03/26/2018 10/11/2017 500,000.00 500,395.00 ---500,025.00 (177.32) 1.650 1.622 AA 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 ---997,230.00 (7,080.14) 2.100 2.246 A 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 ---1,625,484.90 (10,530.88) 2.100 2.246 A 240907004 LC-RCTC Toll Revenue: - I-15 06738EAF2 Corporate Barclays PLC 03/16/2018 12/21/2017 1,000,000.00 1,000,320.00 ---1,000,010.00 (286.00) 2.000 1.984 BBB 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 990,530.00 (5,858.92) 1.450 2.158 A 240907004 LC-RCTC Toll Revenue: - I-15 14912L6Y2 Corporate Caterpillar Financial Services Corporation 01/10/2020 07/26/2017 1,000,000.00 1,008,020.00 ---997,930.00 (8,808.56) 2.100 2.205 A 240907004 LC-RCTC Toll Revenue: - I-15 172967JJ1 Corporate Citigroup Inc.02/18/2020 07/25/2017 500,000.00 503,600.00 ---499,415.00 (3,635.49) 2.400 2.456 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 ---1,003,530.00 (4,201.29) 2.550 2.266 BBB 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 ---1,952,593.50 (408.79) 2.064 1.938 BBB 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 1,000,670.00 (6,322.52) 2.450 2.413 A 240907004 LC-RCTC Toll Revenue: - I-15 20030NAW1 Corporate Comcast Corporation 05/15/2018 12/21/2017 1,500,000.00 1,522,245.00 ---1,521,285.00 (6.64) 5.700 1.904 A 245490001 LC-RCTC 2017 PRJ: Sales Tax 21688AAD4 Corporate Cooperatieve Rabobank U.A.01/14/2020 07/20/2017 2,000,000.00 2,016,800.00 ---1,997,980.00 (15,942.10) 2.250 2.301 AA 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 ---1,000,970.00 (6,347.87) 2.300 2.229 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 ---340,428.40 428.40 1.875 1.864 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 ---595,749.70 749.70 1.875 1.864 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 ---1,001,160.00 (7,722.44) 2.375 2.311 A 2017 Financing STAMP Portfolio by Investment Category for quarter ended December 31, 2017 ATTACHMENT 7 35 Page 18 of 38 Source Account Account Identifier Security Type Category Issuer Final Maturity Trade Date Current Face Value Original Cost Next Call Date Base Market Value Base Net Total Unrealized Gain/Loss Coupon Yield Summarized Credit Rating 2017 Financing STAMP Portfolio by Investment Category for quarter ended December 31, 2017 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 ---1,500,570.00 (2,586.92) 2.000 1.924 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 ---1,108,136.25 (8,392.04) 1.250 2.113 A 240907004 LC-RCTC Toll Revenue: - I-15 46625HKA7 Corporate JPMorgan Chase & Co.01/23/2020 07/25/2017 500,000.00 503,005.00 12/23/2019 499,665.00 (2,850.63) 2.250 2.283 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 ---1,052,800.00 (5,309.92) 6.300 2.206 A 240907004 LC-RCTC Toll Revenue: - I-15 49327M2A1 Corporate Keybank National Association 02/01/2018 10/11/2017 750,000.00 750,337.50 ---749,805.00 (289.26) 1.650 1.930 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 ---989,070.00 (7,333.02) 1.600 2.279 A 240907004 LC-RCTC Toll Revenue: - I-15 53944VAC3 Corporate Lloyds Bank PLC 03/16/2018 12/21/2017 1,000,000.00 999,970.00 ---999,970.00 (2.25) 1.750 1.755 AA 240907004 LC-RCTC Toll Revenue: - I-15 61747YDW2 Corporate Morgan Stanley 01/27/2020 07/25/2017 500,000.00 506,130.00 ---502,260.00 (2,908.90) 2.650 2.425 A 240907004 LC-RCTC Toll Revenue: - I-15 61746BDM5 Corporate Morgan Stanley 01/24/2019 07/25/2017 1,000,000.00 1,009,060.00 ---1,002,550.00 (4,077.83) 2.500 2.257 A 245490001 LC-RCTC 2017 PRJ: Sales Tax 61746BDY9 Corporate Morgan Stanley 02/01/2019 07/20/2017 1,950,000.00 1,981,200.00 ---1,972,093.50 (168.12) 2.752 2.015 A 240907004 LC-RCTC Toll Revenue: - I-15 718172BF5 Corporate Philip Morris International Inc.01/15/2019 07/26/2017 1,000,000.00 1,003,040.00 ---998,130.00 (4,081.62) 1.875 2.057 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 998,250.00 (4,109.03) 1.950 2.100 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 ---1,502,520.00 (4,182.05) 2.300 2.028 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 ---1,487,565.00 (10,230.99) 1.875 2.281 AAA 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 ---530,165.00 (4,528.91) 5.375 2.550 A 240907004 LC-RCTC Toll Revenue: - I-15 38141GFM1 Corporate The Goldman Sachs Group, Inc.04/01/2018 10/16/2017 1,000,000.00 1,020,020.00 ---1,010,520.00 (400.00) 6.150 1.983 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 ---1,056,840.00 (5,921.02) 7.500 2.359 A 240907004 LC-RCTC Toll Revenue: - I-15 89114QAS7 Corporate Toronto Dominion Bank 07/02/2019 07/27/2017 1,000,000.00 1,007,670.00 ---999,890.00 (6,211.28) 2.125 2.132 AA 245490001 LC-RCTC 2017 PRJ: Sales Tax 89114QAV0 Corporate Toronto Dominion Bank 11/05/2019 07/20/2017 2,000,000.00 2,019,800.00 ---2,001,200.00 (14,914.32) 2.250 2.216 AA 240907004 LC-RCTC Toll Revenue: - I-15 90261XHE5 Corporate UBS AG 08/14/2019 07/25/2017 850,000.00 857,505.50 ---850,697.00 (5,361.08) 2.375 2.322 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 ---1,996,920.00 (14,790.80) 2.150 2.231 AA 245490001 LC-RCTC 2017 PRJ: Sales Tax 02360SAK4 CP Ameren Corporation 01/19/2018 12/26/2017 600,000.00 599,260.00 ---599,556.00 111.00 0.000 1.337 AA 240907004 LC-RCTC Toll Revenue: - I-15 02360SA32 CP Ameren Corporation 01/03/2018 12/21/2017 1,850,000.00 1,848,797.50 ---1,849,926.00 126.42 0.000 0.360 AA 245490001 LC-RCTC 2017 PRJ: Sales Tax 23337UAS8 CP DTE Gas Company 01/26/2018 12/26/2017 500,000.00 499,181.95 ---499,475.00 134.72 0.000 1.406 AAA 240907004 LC-RCTC Toll Revenue: - I-15 23337UAV1 CP DTE Gas Company 01/29/2018 12/21/2017 2,000,000.00 1,995,883.34 ---1,997,640.00 673.33 0.000 1.422 AAA 240907004 LC-RCTC Toll Revenue: - I-15 43357MAA8 CP Hitachi Capital America Corp.01/10/2018 12/21/2017 2,000,000.00 1,998,047.22 ---1,999,300.00 225.00 0.000 1.149 AA 245490001 LC-RCTC 2017 PRJ: Sales Tax 71112KA43 CP The Peoples Gas Light And Coke Company 01/04/2018 12/26/2017 600,000.00 599,722.50 ---599,946.00 38.50 0.000 0.649 AAA 240907004 LC-RCTC Toll Revenue: - I-15 71112KA84 CP The Peoples Gas Light And Coke Company 01/08/2018 12/21/2017 2,000,000.00 1,998,300.00 ---1,999,480.00 180.00 0.000 1.043 AAA 240907004 LC-RCTC Toll Revenue: - I-15 92780KAG3 CP Virginia Electric and Power Company 01/16/2018 11/14/2017 1,850,000.00 1,845,443.86 ---1,848,871.50 (26.21) 0.000 1.296 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 97684HA84 CP Wisconsin Public Service Corporation 01/08/2018 12/26/2017 600,000.00 599,599.16 ---599,844.00 59.84 0.000 1.043 AAA 240907004 LC-RCTC Toll Revenue: - I-15 97684HA50 CP Wisconsin Public Service Corporation 01/05/2018 12/22/2017 2,000,000.00 1,998,522.22 ---1,999,740.00 162.22 0.000 0.782 AAA 240907020 RCTC I-15 Prj RAMP UP RESERV31846V203 MM Fund First American Funds, Inc.12/31/2017 ---- 109,995.80 ---109,995.80 - 0.930 0.890 AAA 240907004 LC-RCTC Toll Revenue: - I-15 31846V203 MM Fund First American Funds, Inc.12/31/2017 ---- 274,118.57 ---274,118.57 - 0.880 0.880 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 12/31/2017 ---- 84,991.61 ---84,991.61 - 0.000 0.000 NA 240907004 LC-RCTC Toll Revenue: - I-15 392274A89 Muni Greater Orlando Aviation Authority.10/01/2019 07/26/2017 700,000.00 724,094.00 ---713,797.00 (5,908.39) 3.483 2.329 AA 245490001 LC-RCTC 2017 PRJ: Sales Tax 47770VAS9 Muni Jobsohio Beverage System 01/01/2018 11/09/2017 275,000.00 275,077.00 ---275,000.00 - 1.820 1.804 AA 240907004 LC-RCTC Toll Revenue: - I-15 47770VAS9 Muni Jobsohio Beverage System 01/01/2018 11/09/2017 550,000.00 550,154.00 ---550,000.00 - 1.820 1.804 AA 245490001 LC-RCTC 2017 PRJ: Sales Tax 54438CWT5 Muni Los Angeles Community College District 08/01/2018 11/09/2017 275,000.00 275,000.00 ---274,890.00 (110.00) 1.620 1.688 AA 240907004 LC-RCTC Toll Revenue: - I-15 54438CWT5 Muni Los Angeles Community College District 08/01/2018 11/09/2017 545,000.00 545,000.00 ---544,782.00 (218.00) 1.620 1.688 AA 245490001 LC-RCTC 2017 PRJ: Sales Tax 650035S82 Muni New York State Urban Development Corporation 03/15/2018 11/10/2017 540,000.00 539,773.20 ---539,719.20 (143.97) 1.380 1.621 AAA 240907004 LC-RCTC Toll Revenue: - I-15 650035S82 Muni New York State Urban Development Corporation 03/15/2018 11/10/2017 945,000.00 944,603.10 ---944,508.60 (251.95) 1.380 1.621 AAA 240907004 LC-RCTC Toll Revenue: - I-15 569203LT7 Muni Salem-Keizer School District #24J 06/15/2018 11/15/2017 400,000.00 399,684.00 ---399,788.00 34.79 1.513 1.628 AA 240907004 LC-RCTC Toll Revenue: - I-15 459515RN4 Non-US Gov International Finance Corporation 01/08/2018 11/16/2017 1,850,000.00 1,846,753.25 ---1,847,558.00 (2,004.27) 0.000 ---NA 240907004 LC-RCTC Toll Revenue: - I-15 912828UR9 US Gov Treasury, United States Department of 02/28/2018 12/26/2017 1,130,000.00 1,128,852.34 ---1,128,937.80 (22.13) 0.750 1.306 AAA 240907020 RCTC I-15 Prj RAMP UP RESERV912828UJ7 US Gov Treasury, United States Department of 01/31/2018 12/13/2017 1,500,000.00 1,499,238.28 ---1,499,580.00 56.08 0.875 1.183 AAA 240907020 RCTC I-15 Prj RAMP UP RESERV912828H37 US Gov Treasury, United States Department of 01/15/2018 12/05/2017 2,500,000.00 2,498,973.00 ---2,499,700.00 59.45 0.875 1.130 AAA 240907004 LC-RCTC Toll Revenue: - I-15 912828H37 US Gov Treasury, United States Department of 01/15/2018 11/09/2017 5,000,000.00 4,997,070.31 ---4,999,400.00 21.45 0.875 1.130 AAA 127,201,808.01 126,298,940.79 127,923,245.76 1,594,886.17 36 Page 19 of 38 Source Account Account Identifier Security Type Category Issuer Final Maturity Trade Date Current Face Value Original Cost Next Call Date Base Market Value Base Net Total Unrealized Gain/Loss Coupon Yield Summarized Credit Rating 240907004 LC-RCTC Toll Revenue: - I-15 313385RX6 Agency FHLBanks Office of Finance 01/17/2018 12/27/2017 4,500,000.00 4,496,995.62 ---4,497,570.00 100.14 0.000 1.038 AAA 240907004 LC-RCTC Toll Revenue: - I-15 3137A7NT3 Agency CMO Federal Home Loan Mortgage Corp 08/25/2020 12/20/2017 95,220.08 95,882.16 ---95,945.66 42.86 2.917 1.980 AAA 240907004 LC-RCTC Toll Revenue: - I-15 3137AKKC4 Agency CMO Federal Home Loan Mortgage Corp 09/25/2018 12/04/2017 175,000.00 175,410.16 ---175,232.75 (118.55) 2.303 1.899 AAA 240907004 LC-RCTC Toll Revenue: - I-15 3137AL6V6 Agency CMO Federal Home Loan Mortgage Corp 10/25/2018 12/01/2017 682,844.32 684,498.09 ---683,745.68 (535.59) 2.323 1.960 AAA 240907004 LC-RCTC Toll Revenue: - I-15 3137ANMN2 Agency CMO Federal Home Loan Mortgage Corp 12/25/2018 12/01/2017 315,000.00 315,529.10 ---315,352.80 (104.50) 2.220 1.932 AAA 240907004 LC-RCTC Toll Revenue: - I-15 3137B6ZL8 Agency MBS Federal Home Loan Mortgage Corp 12/25/2019 12/20/2017 140,734.78 140,668.81 ---140,709.45 35.72 2.075 1.909 AAA 240907004 LC-RCTC Toll Revenue: - I-15 31381S5E8 Agency MBS Federal National Mortgage Association Fannie Mae 12/01/2018 12/01/2017 447,421.32 449,169.06 ---449,327.34 323.49 2.640 1.927 AAA 240907004 LC-RCTC Toll Revenue: - I-15 36225B5Y0 Agency MBS Government National Mortgage Association Guaranteed REMIC Pass-Throu 06/15/2019 12/21/2017 106,215.34 107,410.27 ---107,282.80 (201.35) 5.500 2.466 AAA 240907004 LC-RCTC Toll Revenue: - I-15 161571FW9 Asset Backed Chase Issuance Trust 04/16/2018 12/21/2017 475,000.00 475,333.98 ---475,323.00 7.24 1.757 1.622 AAA 240907004 LC-RCTC Toll Revenue: - I-15 65477PAD3 Asset Backed Nissan Auto Receivables 2014-A Owner Trust 08/17/2020 07/25/2017 501,996.45 501,780.74 ---501,318.75 (516.63) 1.340 1.763 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 ---886,325.88 (122.83) 1.320 1.486 AAA 240907004 LC-RCTC Toll Revenue: - I-15 89236WAC2 Asset Backed Toyota Auto Receivables 2015-A Owner Trust 02/15/2019 11/07/2017 51,952.80 51,910.19 ---51,913.84 (2.58) 1.120 1.571 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 ---745,931.79 (1,246.87) 1.650 1.907 AAA 240907004 LC-RCTC Toll Revenue: - I-15 47787UAD5 Asset Backed John Deere Owner Trust 2015 06/17/2019 12/21/2017 90,406.28 90,265.03 ---90,321.30 57.33 1.320 1.909 AAA 240907004 LC-RCTC Toll Revenue: - I-15 65477UAC4 Asset Backed Nissan Auto Receivables 10/15/2019 11/07/2017 243,846.85 243,427.74 ---243,368.91 (87.02) 1.050 1.654 AAA 240907004 LC-RCTC Toll Revenue: - I-15 65478AAD5 Asset Backed Nissan Auto Receivables 2015-C Owner Trust 05/15/2020 12/21/2017 852,156.29 849,326.87 ---849,437.91 116.02 1.370 1.853 AAA 240907004 LC-RCTC Toll Revenue: - I-15 43814LAC3 Asset Backed Honda Auto Receivables 2015-4 Owner Trust 09/23/2019 07/24/2017 1,121,094.34 1,118,729.53 ---1,117,103.25 (2,309.21) 1.230 1.889 AAA 240907004 LC-RCTC Toll Revenue: - I-15 05581RAD8 Asset Backed Bmw Vehicle Lease Trust 2016-1 01/22/2019 12/22/2017 1,231,033.07 1,229,301.94 ---1,229,408.11 81.24 1.340 1.817 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 ---742,800.00 (3,708.04) 1.370 2.044 AAA 240907004 LC-RCTC Toll Revenue: - I-15 41284AAE8 Asset Backed Harley-Davidson Motorcycle Trust 2014-1 10/15/2021 11/27/2017 450,000.00 449,789.06 ---449,649.00 (162.20) 1.550 1.698 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 ---964,536.80 (590.05) 1.550 1.808 AAA 240907004 LC-RCTC Toll Revenue: - I-15 05582XAB8 Asset Backed Bmw Vehicle Lease Trust 2016-2 01/22/2019 12/22/2017 360,364.00 359,857.25 ---359,906.34 38.46 1.230 1.914 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 ---960,908.40 (2,857.79) 1.430 2.046 AAA 240907004 LC-RCTC Toll Revenue: - I-15 58768MAC5 Asset Backed Mercedes-Benz Auto Lease Trust 2016-B 08/15/2019 ---1,594,000.00 1,589,467.81 ---1,588,580.40 (1,928.35) 1.350 1.944 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 ---963,050.70 (2,644.00) 1.790 1.981 AAA 240907004 LC-RCTC Toll Revenue: - I-15 43813FAA1 Asset Backed Honda Auto Receivables 2017-4 Owner Trust 12/21/2018 11/22/2017 1,601,687.45 1,601,687.45 ---1,601,703.46 16.02 1.430 1.456 AAA 240907004 LC-RCTC Toll Revenue: - I-15 06371ETS6 CD Bank of Montreal 03/06/2018 11/06/2017 2,000,000.00 2,000,000.00 ---1,999,540.00 (460.00) 1.460 1.582 AAA 240907004 LC-RCTC Toll Revenue: - I-15 22549LGU3 CD Credit Suisse AG 03/07/2018 11/07/2017 2,000,000.00 2,000,000.66 ---1,999,320.00 (680.36) 1.450 1.630 AAA 240907004 LC-RCTC Toll Revenue: - I-15 06539RLL9 CD The Bank of Tokyo-Mitsubishi UFJ, Ltd 01/16/2018 11/15/2017 1,600,000.00 1,600,000.00 ---1,599,840.00 (160.00) 1.340 1.549 AAA 240907004 LC-RCTC Toll Revenue: - I-15 65602UYN2 CD The Norinchukin Bank 01/16/2018 11/15/2017 1,100,000.00 1,100,000.00 ---1,099,879.00 (121.00) 1.330 1.561 AAA 240907004 LC-RCTC Toll Revenue: - I-15 60700AMC5 CD Mizuho Bank, Ltd.01/22/2018 11/20/2017 1,800,000.00 1,800,000.00 ---1,799,730.00 (270.00) 1.360 1.593 AAA 240907004 LC-RCTC Toll Revenue: - I-15 89113XNF7 CD Toronto Dominion Bank 01/22/2018 11/20/2017 1,800,000.00 1,800,000.00 ---1,799,802.00 (198.00) 1.380 1.550 AAA 240907004 LC-RCTC Toll Revenue: - I-15 60683BCS0 CD Mitsubishi UFJ Trust & Banking Corp 01/22/2018 11/20/2017 1,400,000.00 1,400,000.00 ---1,399,776.00 (224.00) 1.360 1.608 AAA 240907004 LC-RCTC Toll Revenue: - I-15 38141GFM1 Corporate The Goldman Sachs Group, Inc.04/01/2018 10/16/2017 1,000,000.00 1,020,020.00 ---1,010,520.00 (400.00) 6.150 1.983 A 240907004 LC-RCTC Toll Revenue: - I-15 20030NAW1 Corporate Comcast Corporation 05/15/2018 12/21/2017 1,500,000.00 1,522,245.00 ---1,521,285.00 (6.64) 5.700 1.904 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 ---1,056,840.00 (5,921.02) 7.500 2.359 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 ---1,052,800.00 (5,309.92) 6.300 2.206 A 240907004 LC-RCTC Toll Revenue: - I-15 03523TAN8 Corporate Anheuser-Busch InBev Worldwide Inc.01/15/2020 07/26/2017 1,000,000.00 1,084,440.00 ---1,060,810.00 (10,173.43) 5.375 2.312 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 ---530,165.00 (4,528.91) 5.375 2.550 A 240907004 LC-RCTC Toll Revenue: - I-15 49327M2A1 Corporate Keybank National Association 02/01/2018 10/11/2017 750,000.00 750,337.50 ---749,805.00 (289.26) 1.650 1.930 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 ---1,503,270.00 (1,999.64) 2.300 1.895 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 ---1,502,520.00 (4,182.05) 2.300 2.028 A 240907004 LC-RCTC Toll Revenue: - I-15 718172BF5 Corporate Philip Morris International Inc.01/15/2019 07/26/2017 1,000,000.00 1,003,040.00 ---998,130.00 (4,081.62) 1.875 2.057 A 240907004 LC-RCTC Toll Revenue: - I-15 61746BDM5 Corporate Morgan Stanley 01/24/2019 07/25/2017 1,000,000.00 1,009,060.00 ---1,002,550.00 (4,077.83) 2.500 2.257 A 240907004 LC-RCTC Toll Revenue: - I-15 0258M0DK2 Corporate American Express Credit Corporation 03/18/2019 07/25/2017 1,000,000.00 1,006,560.00 ---1,000,000.00 (4,955.46) 2.125 2.124 A 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 ---1,003,530.00 (4,201.29) 2.550 2.266 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 ---1,000,970.00 (6,347.87) 2.300 2.229 A 240907004 LC-RCTC Toll Revenue: - I-15 89114QAS7 Corporate Toronto Dominion Bank 07/02/2019 07/27/2017 1,000,000.00 1,007,670.00 ---999,890.00 (6,211.28) 2.125 2.132 AA 240907004 LC-RCTC Toll Revenue: - I-15 90261XHE5 Corporate UBS AG 08/14/2019 07/25/2017 850,000.00 857,505.50 ---850,697.00 (5,361.08) 2.375 2.322 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 ---1,001,160.00 (7,722.44) 2.375 2.311 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 1,000,670.00 (6,322.52) 2.450 2.413 A 240907004 LC-RCTC Toll Revenue: - I-15 46625HKA7 Corporate JPMorgan Chase & Co.01/23/2020 07/25/2017 500,000.00 503,005.00 12/23/2019 499,665.00 (2,850.63) 2.250 2.283 A 240907004 LC-RCTC Toll Revenue: - I-15 61747YDW2 Corporate Morgan Stanley 01/27/2020 07/25/2017 500,000.00 506,130.00 ---502,260.00 (2,908.90) 2.650 2.425 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 ---1,487,565.00 (10,230.99) 1.875 2.281 AAA 240907004 LC-RCTC Toll Revenue: - I-15 172967JJ1 Corporate Citigroup Inc.02/18/2020 07/25/2017 500,000.00 503,600.00 ---499,415.00 (3,635.49) 2.400 2.456 BBB 240907004 LC-RCTC Toll Revenue: - I-15 06738EAF2 Corporate Barclays PLC 03/16/2018 12/21/2017 1,000,000.00 1,000,320.00 ---1,000,010.00 (286.00) 2.000 1.984 BBB 240907004 LC-RCTC Toll Revenue: - I-15 53944VAC3 Corporate Lloyds Bank PLC 03/16/2018 12/21/2017 1,000,000.00 999,970.00 ---999,970.00 (2.25) 1.750 1.755 AA 240907004 LC-RCTC Toll Revenue: - I-15 06050TLY6 Corporate Bank of America, National Association 03/26/2018 10/11/2017 500,000.00 500,395.00 ---500,025.00 (177.32) 1.650 1.622 AA 240907004 LC-RCTC Toll Revenue: - I-15 06051GFN4 Corporate Bank of America Corporation 04/21/2020 12/04/2017 1,000,000.00 997,850.00 ---1,000,700.00 2,784.62 2.250 2.218 A 240907004 LC-RCTC Toll Revenue: - I-15 00287YAN9 Corporate AbbVie Inc.05/14/2018 12/21/2017 1,000,000.00 999,780.00 ---999,510.00 (279.50) 1.800 1.927 A 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 ---1,500,570.00 (2,586.92) 2.000 1.924 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 998,250.00 (4,109.03) 1.950 2.100 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 990,530.00 (5,858.92) 1.450 2.158 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 ---989,070.00 (7,333.02) 1.600 2.279 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 ---1,108,136.25 (8,392.04) 1.250 2.113 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 ---997,230.00 (7,080.14) 2.100 2.246 A 240907004 LC-RCTC Toll Revenue: - I-15 14912L6Y2 Corporate Caterpillar Financial Services Corporation 01/10/2020 07/26/2017 1,000,000.00 1,008,020.00 ---997,930.00 (8,808.56) 2.100 2.205 A 240907004 LC-RCTC Toll Revenue: - I-15 0258M0EE5 Corporate American Express Credit Corporation 03/03/2020 07/25/2017 500,000.00 503,990.00 02/01/2020 498,485.00 (4,878.44) 2.200 2.343 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 ---595,749.70 749.70 1.875 1.864 A 240907004 LC-RCTC Toll Revenue: - I-15 92780KAG3 CP Virginia Electric and Power Company 01/16/2018 11/14/2017 1,850,000.00 1,845,443.86 ---1,848,871.50 (26.21) 0.000 1.296 AAA 240907004 LC-RCTC Toll Revenue: - I-15 43357MAA8 CP Hitachi Capital America Corp.01/10/2018 12/21/2017 2,000,000.00 1,998,047.22 ---1,999,300.00 225.00 0.000 1.149 AA 240907004 LC-RCTC Toll Revenue: - I-15 23337UAV1 CP DTE Gas Company 01/29/2018 12/21/2017 2,000,000.00 1,995,883.34 ---1,997,640.00 673.33 0.000 1.422 AAA 240907004 LC-RCTC Toll Revenue: - I-15 02360SA32 CP Ameren Corporation 01/03/2018 12/21/2017 1,850,000.00 1,848,797.50 ---1,849,926.00 126.42 0.000 0.360 AA 240907004 LC-RCTC Toll Revenue: - I-15 71112KA84 CP The Peoples Gas Light And Coke Company 01/08/2018 12/21/2017 2,000,000.00 1,998,300.00 ---1,999,480.00 180.00 0.000 1.043 AAA 240907004 LC-RCTC Toll Revenue: - I-15 97684HA50 CP Wisconsin Public Service Corporation 01/05/2018 12/22/2017 2,000,000.00 1,998,522.22 ---1,999,740.00 162.22 0.000 0.782 AAA 240907004 LC-RCTC Toll Revenue: - I-15 31846V203 MM Fund First American Funds, Inc.12/31/2017 ---- 274,118.57 ---274,118.57 - 0.880 0.880 AAA 240907004 LC-RCTC Toll Revenue: - I-15 47770VAS9 Muni Jobsohio Beverage System 01/01/2018 11/09/2017 550,000.00 550,154.00 ---550,000.00 - 1.820 1.804 AA 240907004 LC-RCTC Toll Revenue: - I-15 650035S82 Muni New York State Urban Development Corporation 03/15/2018 11/10/2017 945,000.00 944,603.10 ---944,508.60 (251.95) 1.380 1.621 AAA 240907004 LC-RCTC Toll Revenue: - I-15 569203LT7 Muni Salem-Keizer School District #24J 06/15/2018 11/15/2017 400,000.00 399,684.00 ---399,788.00 34.79 1.513 1.628 AA 2017 Financing STAMP Portfolio by Account for quarter ended December 31, 2017 ATTACHMENT 8 37 Page 20 of 38 Source Account Account Identifier Security Type Category Issuer Final Maturity Trade Date Current Face Value Original Cost Next Call Date Base Market Value Base Net Total Unrealized Gain/Loss Coupon Yield Summarized Credit Rating 2017 Financing STAMP Portfolio by Account for quarter ended December 31, 2017 240907004 LC-RCTC Toll Revenue: - I-15 392274A89 Muni Greater Orlando Aviation Authority.10/01/2019 07/26/2017 700,000.00 724,094.00 ---713,797.00 (5,908.39) 3.483 2.329 AA 240907004 LC-RCTC Toll Revenue: - I-15 54438CWT5 Muni Los Angeles Community College District 08/01/2018 11/09/2017 545,000.00 545,000.00 ---544,782.00 (218.00) 1.620 1.688 AA 240907004 LC-RCTC Toll Revenue: - I-15 459515RN4 Non-US Gov International Finance Corporation 01/08/2018 11/16/2017 1,850,000.00 1,846,753.25 ---1,847,558.00 (2,004.27) 0.000 ---NA 240907004 LC-RCTC Toll Revenue: - I-15 912828UR9 US Gov Treasury, United States Department of 02/28/2018 12/26/2017 1,130,000.00 1,128,852.34 ---1,128,937.80 (22.13) 0.750 1.306 AAA 240907004 LC-RCTC Toll Revenue: - I-15 912828H37 US Gov Treasury, United States Department of 01/15/2018 11/09/2017 5,000,000.00 4,997,070.31 ---4,999,400.00 21.45 0.875 1.130 AAA 90,093,171.73 240907020 RCTC I-15 Prj RAMP UP RESERVE 31392J6N4 Agency CMO Federal National Mortgage Association Fannie Mae 04/25/2023 12/05/2017 731,207.24 795,466.36 ---771,014.16 (23,843.77) 5.500 2.578 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137ANMN2 Agency CMO Federal Home Loan Mortgage Corporation 12/25/2018 12/05/2017 1,800,000.00 1,803,697.20 ---1,802,016.00 (1,222.07) 2.220 1.932 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 31283K5N4 Agency MBS Federal Home Loan Mortgage Corporation 08/01/2020 12/05/2017 1,081,143.15 1,105,494.81 ---1,104,474.22 (53,092.53) 5.000 2.717 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 31846V203 MM Fund First American Funds, Inc.12/31/2017 ---- 109,995.80 ---109,995.80 - 0.930 0.890 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828H37 US Gov Treasury, United States Department of 01/15/2018 12/05/2017 2,500,000.00 2,498,973.00 ---2,499,700.00 59.45 0.875 1.130 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828UJ7 US Gov Treasury, United States Department of 01/31/2018 12/13/2017 1,500,000.00 1,499,238.28 ---1,499,580.00 56.08 0.875 1.183 AAA 7,786,780.18 245490001 LC-RCTC 2017 PRJ: Sales Tax 43814JAC8 Asset Backed Honda Auto Receivables 2014-4 Owner Trust 09/17/2018 07/19/2017 2,501.12 2,498.28 ---2,500.72 0.02 0.990 1.274 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 ---2,354,175.75 (1,009.41) 1.460 1.556 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 89190AAD2 Asset Backed Toyota Auto Receivables 2014-C Owner Trust 04/15/2020 07/19/2017 1,462,096.62 1,461,868.17 ---1,460,210.52 (1,764.32) 1.440 1.929 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 65477UAC4 Asset Backed Nissan Auto Receivables 10/15/2019 11/07/2017 81,282.28 81,142.60 ---81,122.97 (29.02) 1.050 1.654 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 161571HA5 Asset Backed Chase Issuance Trust 07/16/2018 12/19/2017 360,000.00 359,690.63 ---359,712.00 5.47 1.620 1.773 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 43814LAC3 Asset Backed Honda Auto Receivables 2015-4 Owner Trust 09/23/2019 11/09/2017 113,604.23 113,324.66 ---113,199.80 (137.34) 1.230 1.889 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 ---1,997,820.00 1,908,246.10 1.490 1.837 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 161571HG2 Asset Backed Chase Issuance Trust 01/16/2018 07/20/2017 2,000,000.00 1,996,875.00 ---1,999,200.00 (533.72) 1.100 1.956 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 ---1,999,040.00 (1,227.92) 1.550 1.808 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 60700AMC5 CD Mizuho Bank, Ltd.01/22/2018 11/20/2017 800,000.00 800,000.00 ---799,880.00 (120.00) 1.360 1.593 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 06051GEY1 Corporate Bank of America Corporation 01/15/2019 07/19/2017 1,500,000.00 1,518,015.00 ---1,512,450.00 (193.86) 2.399 1.936 A 245490001 LC-RCTC 2017 PRJ: Sales Tax 89114QAV0 Corporate Toronto Dominion Bank 11/05/2019 07/20/2017 2,000,000.00 2,019,800.00 ---2,001,200.00 (14,914.32) 2.250 2.216 AA 245490001 LC-RCTC 2017 PRJ: Sales Tax 21688AAD4 Corporate Cooperatieve Rabobank U.A.01/14/2020 07/20/2017 2,000,000.00 2,016,800.00 ---1,997,980.00 (15,942.10) 2.250 2.301 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 ---1,952,593.50 (408.79) 2.064 1.938 BBB 245490001 LC-RCTC 2017 PRJ: Sales Tax 61746BDY9 Corporate Morgan Stanley 02/01/2019 07/20/2017 1,950,000.00 1,981,200.00 ---1,972,093.50 (168.12) 2.752 2.015 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 ---1,996,920.00 (14,790.80) 2.150 2.231 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 ---1,625,484.90 (10,530.88) 2.100 2.246 A 245490001 LC-RCTC 2017 PRJ: Sales Tax 0258M0EJ4 Corporate American Express Credit Corporation 05/03/2019 07/19/2017 2,000,000.00 2,006,000.00 04/02/2019 2,003,860.00 (656.23) 1.715 1.854 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 ---340,428.40 428.40 1.875 1.864 A 245490001 LC-RCTC 2017 PRJ: Sales Tax 97684HA84 CP Wisconsin Public Service Corporation 01/08/2018 12/26/2017 600,000.00 599,599.16 ---599,844.00 59.84 0.000 1.043 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 02360SAK4 CP Ameren Corporation 01/19/2018 12/26/2017 600,000.00 599,260.00 ---599,556.00 111.00 0.000 1.337 AA 245490001 LC-RCTC 2017 PRJ: Sales Tax 23337UAS8 CP DTE Gas Company 01/26/2018 12/26/2017 500,000.00 499,181.95 ---499,475.00 134.72 0.000 1.406 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 71112KA43 CP The Peoples Gas Light And Coke Company 01/04/2018 12/26/2017 600,000.00 599,722.50 ---599,946.00 38.50 0.000 0.649 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 12/31/2017 ---- 84,991.61 ---84,991.61 - 0.000 0.000 NA 245490001 LC-RCTC 2017 PRJ: Sales Tax 47770VAS9 Muni Jobsohio Beverage System 01/01/2018 11/09/2017 275,000.00 275,077.00 ---275,000.00 - 1.820 1.804 AA 245490001 LC-RCTC 2017 PRJ: Sales Tax 650035S82 Muni New York State Urban Development Corporation 03/15/2018 11/10/2017 540,000.00 539,773.20 ---539,719.20 (143.97) 1.380 1.621 AAA 245490001 LC-RCTC 2017 PRJ: Sales Tax 54438CWT5 Muni Los Angeles Community College District 08/01/2018 11/09/2017 275,000.00 275,000.00 ---274,890.00 (110.00) 1.620 1.688 AA 30,043,293.86 38 Page 21 of 38 Source Account Account Identifier Description Beginning Base Market Value Base Purchases Base Sales Base Maturities and Redemptions Base Paydowns Net Total Realized Gain/Loss Base Amortization/A ccretion Base Change In Net Unrealized Gain/Loss Ending Base Market Value Ending Accrued Income Balance 240907004 LC-RCTC Toll Revenue: - I-15 38141EA25 GOLDMAN SACHS GROUP INC 1,074,010.00 - - - - - (13,811.90) (3,358.10) 1,056,840.00 28,333.33 240907004 LC-RCTC Toll Revenue: - I-15 46625HHL7 JPMORGAN CHASE & CO 1,067,080.00 - - - - - (11,084.53) (3,195.47) 1,052,800.00 11,900.00 240907004 LC-RCTC Toll Revenue: - I-15 38141GFM1 GOLDMAN SACHS GROUP INC - 1,020,020.00 - - - - (9,100.00) (400.00) 1,010,520.00 15,375.00 240907004 LC-RCTC Toll Revenue: - I-15 03523TAN8 ANHEUSER-BUSCH INBEV NV 1,076,070.00 - - - - - (8,537.96) (6,722.04) 1,060,810.00 24,784.72 240907004 LC-RCTC Toll Revenue: - I-15 38141EA58 GOLDMAN SACHS GROUP INC 537,135.00 - - - - - (3,909.20) (3,060.80) 530,165.00 7,913.19 240907004 LC-RCTC Toll Revenue: - I-15 392274A89 GREATER ORLANDO AVIATION AUTH ORLANDO FLA ARPT FAC 719,964.00 - - - - - (2,805.92) (3,361.08) 713,797.00 6,095.25 240907004 LC-RCTC Toll Revenue: - I-15 74432QBW4 PRUDENTIAL FINANCIAL INC 1,509,735.00 - - - - - (2,675.60) (4,539.40) 1,502,520.00 13,033.33 240907004 LC-RCTC Toll Revenue: - I-15 94973VBE6 ANTHEM INC 1,506,495.00 - - - - - (2,433.47) (791.53) 1,503,270.00 15,908.33 240907004 LC-RCTC Toll Revenue: - I-15 446438RN5 HUNTINGTON NATIONAL BANK 1,503,555.00 - - - - - (1,613.54) (1,371.46) 1,500,570.00 83.33 240907004 LC-RCTC Toll Revenue: - I-15 61746BDM5 MORGAN STANLEY 1,008,360.00 - - - - - (1,543.17) (4,266.83) 1,002,550.00 10,902.78 240907004 LC-RCTC Toll Revenue: - I-15 172967HM6 CITIGROUP INC 1,008,610.00 - - - - - (1,522.45) (3,557.55) 1,003,530.00 5,879.17 240907004 LC-RCTC Toll Revenue: - I-15 06051GFD6 BANK OF AMERICA CORP 1,009,000.00 - (1,008,220.00) - - (1,462.93) (1,317.10) 2,000.03 - - 240907004 LC-RCTC Toll Revenue: - I-15 22546QAN7 CREDIT SUISSE AG (NEW YORK BRANCH)1,006,520.00 - - - - - (1,287.82) (4,262.18) 1,000,970.00 2,108.33 240907004 LC-RCTC Toll Revenue: - I-15 40428HPN6 HSBC USA INC (NEW)1,007,120.00 - - - - - (1,173.70) (4,786.30) 1,001,160.00 3,166.67 240907004 LC-RCTC Toll Revenue: - I-15 0258M0DK2 AMERICAN EXPRESS CREDIT CORP 1,005,440.00 - - - - - (1,029.93) (4,410.07) 1,000,000.00 6,079.86 240907004 LC-RCTC Toll Revenue: - I-15 89114QAS7 TORONTO-DOMINION BANK 1,005,070.00 - - - - - (995.33) (4,184.67) 999,890.00 10,565.97 240907004 LC-RCTC Toll Revenue: - I-15 20030NAW1 COMCAST CORP - 1,522,245.00 - - - - (953.36) (6.64) 1,521,285.00 10,925.00 240907004 LC-RCTC Toll Revenue: - I-15 17401QAB7 CITIZENS BANK NA 1,007,660.00 - - - - - (927.53) (6,062.47) 1,000,670.00 1,837.50 240907004 LC-RCTC Toll Revenue: - I-15 90261XHE5 UBS AG (STAMFORD BRANCH)857,191.00 - - - - - (918.65) (5,575.35) 850,697.00 7,682.47 240907004 LC-RCTC Toll Revenue: - I-15 06417GQV3 The Bank of Nova Scotia - 2,500,876.30 - (2,500,000.00) - - (876.30) - - - 240907004 LC-RCTC Toll Revenue: - I-15 14912L6Y2 CATERPILLAR FINANCIAL SERVICES CORP 1,005,320.00 - - - - - (813.05) (6,576.95) 997,930.00 9,975.00 240907004 LC-RCTC Toll Revenue: - I-15 63873FY93 Natixis 1,600,832.00 - - (1,600,000.00) - - (672.19) (159.81) - - 240907004 LC-RCTC Toll Revenue: - I-15 61747YDW2 MORGAN STANLEY 505,730.00 - - - - - (609.80) (2,860.20) 502,260.00 5,668.06 240907004 LC-RCTC Toll Revenue: - I-15 912828M23 UNITED STATES TREASURY 3,500,455.00 - - (3,500,000.00) - - (594.36) 139.36 - - 240907004 LC-RCTC Toll Revenue: - I-15 69353REV6 PNC BANK NA 1,002,670.00 - - - - - (546.83) (3,873.17) 998,250.00 6,337.50 240907004 LC-RCTC Toll Revenue: - I-15 06367TPX2 BANK OF MONTREAL 1,003,590.00 - - - - - (540.40) (5,819.60) 997,230.00 1,108.33 240907004 LC-RCTC Toll Revenue: - I-15 718172BF5 PHILIP MORRIS INTERNATIONAL INC 1,002,660.00 - - - - - (525.59) (4,004.41) 998,130.00 8,645.83 240907004 LC-RCTC Toll Revenue: - I-15 65602UES3 The Norinchukin Bank 2,000,620.00 - - (2,000,000.00) - - (455.10) (164.90) - - 240907004 LC-RCTC Toll Revenue: - I-15 0258M0EE5 AMERICAN EXPRESS CREDIT CORP 502,615.00 - - - - - (402.18) (3,727.82) 498,485.00 3,605.56 240907004 LC-RCTC Toll Revenue: - I-15 172967JJ1 CITIGROUP INC 503,725.00 - - - - - (349.24) (3,960.76) 499,415.00 4,433.33 240907004 LC-RCTC Toll Revenue: - I-15 46625HKA7 JPMORGAN CHASE & CO 502,690.00 - - - - - (310.50) (2,714.50) 499,665.00 4,937.50 240907004 LC-RCTC Toll Revenue: - I-15 05581QAE8 BMWLT 152 A4 - - - - - - (287.79) (590.05) 964,536.80 457.03 240907004 LC-RCTC Toll Revenue: - I-15 49327M2A1 KEYBANK NA - 750,337.50 - - - - (243.24) (289.26) 749,805.00 5,156.25 240907004 LC-RCTC Toll Revenue: - I-15 83369YEX0 Societe Generale 1,950,273.00 - - (1,950,000.00) - - (219.38) (53.62) - - 240907004 LC-RCTC Toll Revenue: - I-15 3137AL6V6 FHMS K706 A2 - 684,498.09 - - - - (216.82) (535.59) 683,745.68 1,321.87 240907004 LC-RCTC Toll Revenue: - I-15 06050TLY6 BANK OF AMERICA NA - 500,395.00 - - - - (192.68) (177.32) 500,025.00 2,177.08 240907004 LC-RCTC Toll Revenue: - I-15 86563YHD8 Sumitomo Mitsui Banking Corporation 2,500,275.00 - - (2,500,000.00) - - (171.29) (103.71) - - 240907004 LC-RCTC Toll Revenue: - I-15 31381S5E8 FN 469845 - 449,169.06 - - - - (165.21) 323.49 449,327.34 1,017.14 240907004 LC-RCTC Toll Revenue: - I-15 47787UAE3 JDOT 15 A4 - - - - - - (164.40) (1,246.87) 745,931.79 547.80 240907004 LC-RCTC Toll Revenue: - I-15 58769DAD2 MBALT 17A A3 966,109.75 - - - - - (157.57) (2,901.48) 963,050.70 767.71 240907004 LC-RCTC Toll Revenue: - I-15 47770VAS9 JOBSOHIO BEVERAGE SYS OHIO STATEWIDE LIQUOR PROFIT - 550,154.00 - - - - (154.00) - 550,000.00 5,005.00 240907004 LC-RCTC Toll Revenue: - I-15 06538NFU6 The Bank of Tokyo-Mitsubishi UFJ, Ltd.1,900,247.00 - - (1,900,000.00) - - (133.64) (113.36) - - 240907004 LC-RCTC Toll Revenue: - I-15 3137ANMN2 FHMS K707 A2 - 315,529.10 - - - - (71.80) (104.50) 315,352.80 582.75 240907004 LC-RCTC Toll Revenue: - I-15 3137AKKC4 FHMS K705 A2 - 175,410.16 - - - - (58.86) (118.55) 175,232.75 335.85 240907004 LC-RCTC Toll Revenue: - I-15 06738EAF2 BARCLAYS PLC - 1,000,320.00 - - - - (24.00) (286.00) 1,000,010.00 5,833.33 240907004 LC-RCTC Toll Revenue: - I-15 161571FW9 CHAIT 133 A - 475,333.98 - - - - (18.22) 7.24 475,323.00 394.11 240907004 LC-RCTC Toll Revenue: - I-15 477877AD6 JDOT 14B A3 - - 68,458.24 - 43,367.76 (42.10) (17.90) - - - 240907004 LC-RCTC Toll Revenue: - I-15 17305TRV6 Citibank, N.A.1,625,000.00 - - (1,625,000.00) - - (15.82) 15.82 - - 240907004 LC-RCTC Toll Revenue: - I-15 65477PAD3 NAROT 14A A4 798,022.43 - - - 111,565.90 (46.88) (10.14) (93.80) - - 240907004 LC-RCTC Toll Revenue: - I-15 61212LMR7 UNIVERSITY MONT UNIV REVS - 500,010.00 - (500,000.00) - - (10.00) - - - 240907004 LC-RCTC Toll Revenue: - I-15 65478AAD5 NAROT 15C A3 - 849,326.87 - - - - (4.98) 116.02 849,437.91 518.87 240907004 LC-RCTC Toll Revenue: - I-15 47787UAD5 JDOT 15 A3 - 90,265.03 - - - - (1.06) 57.33 90,321.30 53.04 240907004 LC-RCTC Toll Revenue: - I-15 22549LGU3 Credit Suisse AG - 2,000,000.66 - - - - (0.30) (680.36) 1,999,320.00 4,430.56 240907004 LC-RCTC Toll Revenue: - I-15 31846V203 ---364,346.66 102,998,754.26 (103,088,982.35) - - - - - 274,118.57 - 240907004 LC-RCTC Toll Revenue: - I-15 05582WZT4 BNP Paribas 2,500,675.00 - - (2,500,000.00) - - - (675.00) - - 240907004 LC-RCTC Toll Revenue: - I-15 17305TSH6 Citibank, N.A.2,500,000.00 - - (2,500,000.00) - - - - - - 240907004 LC-RCTC Toll Revenue: - I-15 375558BQ5 GILEAD SCIENCES INC 596,249.50 - - - - - - (499.80) 595,749.70 371.97 240907004 LC-RCTC Toll Revenue: - I-15 89113XFD1 The Toronto-Dominion Bank 2,000,000.00 - - (2,000,000.00) - - - - - - 240907004 LC-RCTC Toll Revenue: - I-15 22534HQ38 Credit Agricole Corporate and Investment Bank 1,900,000.00 - - (1,900,000.00) - - - - - - 240907004 LC-RCTC Toll Revenue: - I-15 60683BBF9 Mitsubishi UFJ Trust & Banking Corp 1,949,980.50 - - (1,950,000.00) - - - 19.50 - - 240907004 LC-RCTC Toll Revenue: - I-15 89113XJC9 The Toronto-Dominion Bank - 2,000,000.00 - (2,000,000.00) - - - - - - 240907004 LC-RCTC Toll Revenue: - I-15 86563YT60 Sumitomo Mitsui Banking Corporation - 2,000,000.00 - (2,000,000.00) - - - - - - 240907004 LC-RCTC Toll Revenue: - I-15 06539RJU2 The Bank of Tokyo-Mitsubishi UFJ, Ltd.- 1,000,000.00 - (1,000,000.00) - - - - - - 240907004 LC-RCTC Toll Revenue: - I-15 06371ETS6 Bank of Montreal - 2,000,000.00 - - - - - (460.00) 1,999,540.00 4,461.11 240907004 LC-RCTC Toll Revenue: - I-15 54438CWT5 LOS ANGELES CALIF CMNTY COLLEGE DIST - 545,000.00 - - - - - (218.00) 544,782.00 760.28 240907004 LC-RCTC Toll Revenue: - I-15 06539RLL9 The Bank of Tokyo-Mitsubishi UFJ, Ltd - 1,600,000.00 - - - - - (160.00) 1,599,840.00 2,799.11 240907004 LC-RCTC Toll Revenue: - I-15 65602UYN2 The Norinchukin Bank - 1,100,000.00 - - - - - (121.00) 1,099,879.00 1,869.39 240907004 LC-RCTC Toll Revenue: - I-15 60683BCS0 Mitsubishi UFJ Trust & Banking Corp - 1,400,000.00 - - - - - (224.00) 1,399,776.00 2,221.33 240907004 LC-RCTC Toll Revenue: - I-15 89113XNF7 Toronto Dominion Bank - 1,800,000.00 - - - - - (198.00) 1,799,802.00 2,898.00 240907004 LC-RCTC Toll Revenue: - I-15 60700AMC5 Mizuho Bank, Ltd.- 1,800,000.00 - - - - - (270.00) 1,799,730.00 2,788.00 240907004 LC-RCTC Toll Revenue: - I-15 43813FAA1 HAROT 174 A1 - 1,900,000.00 - - (298,312.55) (0.00) - 16.02 1,601,703.46 699.85 240907004 LC-RCTC Toll Revenue: - I-15 53944VAC3 LLOYDS BANK PLC - 999,970.00 - - - - 2.25 (2.25) 999,970.00 5,104.17 240907004 LC-RCTC Toll Revenue: - I-15 3137B6ZL8 FHMS K714 A1 - 140,668.81 - - - - 4.92 35.72 140,709.45 243.35 240907004 LC-RCTC Toll Revenue: - I-15 89236WAC2 TAOT 15A A3 - 82,291.72 - - (30,406.47) 25.96 5.20 (2.58) 51,913.84 25.86 240907004 LC-RCTC Toll Revenue: - I-15 00287YAN9 ABBVIE INC - 999,780.00 - - - - 9.50 (279.50) 999,510.00 2,350.00 240907004 LC-RCTC Toll Revenue: - I-15 05582XAB8 BMWLT 162 A2A - 359,857.25 - - - - 10.63 38.46 359,906.34 135.44 240907004 LC-RCTC Toll Revenue: - I-15 477877AD6 JDOT 14B A3 - - (68,458.24) - (43,367.76) 42.10 17.90 - - - 240907004 LC-RCTC Toll Revenue: - I-15 3137A7NT3 FHMS K011 A1 - 95,882.16 - - - - 20.63 42.86 95,945.66 231.46 240907004 LC-RCTC Toll Revenue: - I-15 41284AAE8 HDMOT 141 A4 - 449,789.06 - - - - 22.14 (162.20) 449,649.00 310.00 240907004 LC-RCTC Toll Revenue: - I-15 65477UAC4 NAROT 15A A3 - 316,901.45 - - (73,600.20) 131.71 22.96 (87.02) 243,368.91 113.80 240907004 LC-RCTC Toll Revenue: - I-15 05581RAD8 BMWLT 161 A3 - 1,229,301.94 - - - - 24.93 81.24 1,229,408.11 504.04 240907004 LC-RCTC Toll Revenue: - I-15 587729AD6 MBART 141 A4 764,892.90 - - - (765,000.00) 321.14 44.19 (258.24) - - 240907004 LC-RCTC Toll Revenue: - I-15 47787UAE3 JDOT 15 A4 747,014.94 - - - - - 55.32 272.80 - - 240907004 LC-RCTC Toll Revenue: - I-15 58768MAC5 MBALT 16B A3 - 591,772.50 - - - - 59.26 148.64 591,980.40 356.40 240907004 LC-RCTC Toll Revenue: - I-15 65477PAD3 NAROT 14A A4 - - - - (407,823.45) 157.11 64.21 (516.63) 501,318.75 298.97 240907004 LC-RCTC Toll Revenue: - I-15 06051GFN4 BANK OF AMERICA CORP - 997,850.00 - - - - 65.38 2,784.62 1,000,700.00 4,375.00 2017 Financing STAMP Portfolio Transaction Report by Account Quarter ended December 31, 2017 ATTACHMENT 9 39 Page 22 of 38 Source Account Account Identifier Description Beginning Base Market Value Base Purchases Base Sales Base Maturities and Redemptions Base Paydowns Net Total Realized Gain/Loss Base Amortization/A ccretion Base Change In Net Unrealized Gain/Loss Ending Base Market Value Ending Accrued Income Balance 2017 Financing STAMP Portfolio Transaction Report by Account Quarter ended December 31, 2017 240907004 LC-RCTC Toll Revenue: - I-15 569203LT7 MARION & POLK CNTYS ORE SCH DIST NO 24J SALEM-KEIZ - 399,684.00 - - - - 69.21 34.79 399,788.00 268.98 240907004 LC-RCTC Toll Revenue: - I-15 36225B5Y0 GN 781763 - 107,410.27 - - - - 73.89 (201.35) 107,282.80 486.82 240907004 LC-RCTC Toll Revenue: - I-15 22533TX27 Credit Agricole Corporate and Investment Bank 2,500,000.00 - - (2,500,000.00) - - 84.03 (84.03) - - 240907004 LC-RCTC Toll Revenue: - I-15 912828UR9 UNITED STATES TREASURY - 1,128,852.34 - - - - 107.59 (22.13) 1,128,937.80 2,879.63 240907004 LC-RCTC Toll Revenue: - I-15 05581QAE8 BMWLT 152 A4 965,193.00 - - - - - 108.32 113.32 - - 240907004 LC-RCTC Toll Revenue: - I-15 912828F54 UNITED STATES TREASURY 1,999,880.00 - - (2,000,000.00) - - 121.53 (1.53) - - 240907004 LC-RCTC Toll Revenue: - I-15 650035S82 NEW YORK ST URBAN DEV CORP REV - 944,603.10 - - - - 157.45 (251.95) 944,508.60 3,839.85 240907004 LC-RCTC Toll Revenue: - I-15 02361KY65 AMEREN ILLINOIS CO - 1,754,809.88 - (1,755,000.00) - - 190.12 - - - 240907004 LC-RCTC Toll Revenue: - I-15 61979JX44 Motiva Enterprises LLC 1,974,861.75 - - (1,975,000.00) - (0.00) 246.88 (108.63) - - 240907004 LC-RCTC Toll Revenue: - I-15 780082AA1 ROYAL BANK OF CANADA 1,496,625.00 - - - - - 257.59 (9,317.59) 1,487,565.00 11,406.25 240907004 LC-RCTC Toll Revenue: - I-15 43814KAD3 HAROT 151 A4 886,521.02 - - - - - 288.20 (483.34) 886,325.88 520.37 240907004 LC-RCTC Toll Revenue: - I-15 313385NZ5 FEDERAL HOME LOAN BANKS - 1,299,709.67 - (1,300,000.00) - - 290.33 - - - 240907004 LC-RCTC Toll Revenue: - I-15 313385PW0 FEDERAL HOME LOAN BANKS - 649,702.44 - (650,000.00) - - 297.56 - - - 240907004 LC-RCTC Toll Revenue: - I-15 23336GXA4 DTE Electric Company 999,730.00 - - (1,000,000.00) - - 315.00 (45.00) - - 240907004 LC-RCTC Toll Revenue: - I-15 4497W0XA1 ING (U.S.) Funding LLC 1,085,706.78 - - (1,086,000.00) - - 328.52 (35.30) - - 240907004 LC-RCTC Toll Revenue: - I-15 92780JXD8 Virginia Electric and Power Company 799,704.00 - - (800,000.00) - - 354.67 (58.67) - - 240907004 LC-RCTC Toll Revenue: - I-15 912828F54 UNITED STATES TREASURY 3,999,760.00 - - (4,000,000.00) - - 372.34 (132.34) - - 240907004 LC-RCTC Toll Revenue: - I-15 43814LAC3 HAROT 154 A3 1,449,101.30 - - - (330,489.17) 541.35 386.19 (2,436.42) 1,117,103.25 383.04 240907004 LC-RCTC Toll Revenue: - I-15 313385RX6 FEDERAL HOME LOAN BANKS - 4,496,995.62 - - - - 474.24 100.14 4,497,570.00 - 240907004 LC-RCTC Toll Revenue: - I-15 05582XAD4 BMWLT 162 A3 962,047.10 - - - - - 485.90 (1,624.60) 960,908.40 421.65 240907004 LC-RCTC Toll Revenue: - I-15 92780JXL0 Virginia Electric and Power Company - 1,974,508.44 - (1,975,000.00) - 0.00 491.56 - - - 240907004 LC-RCTC Toll Revenue: - I-15 46107JY80 Interstate Power and Light Company - 1,999,482.78 - (2,000,000.00) - - 517.22 - - - 240907004 LC-RCTC Toll Revenue: - I-15 49327M2P8 KEYBANK NA 994,640.00 - - - - - 538.85 (6,108.85) 989,070.00 5,733.33 240907004 LC-RCTC Toll Revenue: - I-15 161571HC1 CHAIT 162 A 745,095.00 - - - - - 592.34 (2,887.34) 742,800.00 456.67 240907004 LC-RCTC Toll Revenue: - I-15 313385PM2 FEDERAL HOME LOAN BANKS - 1,099,379.72 - (1,100,000.00) - - 620.28 - - - 240907004 LC-RCTC Toll Revenue: - I-15 58768MAC5 MBALT 16B A3 997,260.00 - - - - - 623.95 (1,283.95) 996,600.00 600.00 240907004 LC-RCTC Toll Revenue: - I-15 07330NAL9 BRANCH BANKING AND TRUST CO 994,330.00 - - - - - 667.04 (4,467.04) 990,530.00 2,054.17 240907004 LC-RCTC Toll Revenue: - I-15 92780JY21 Virginia Electric and Power Company - 1,999,288.88 - (2,000,000.00) - - 711.12 - - - 240907004 LC-RCTC Toll Revenue: - I-15 92780JXB2 Virginia Electric and Power Company 1,974,407.50 - - (1,975,000.00) - - 718.68 (126.18) - - 240907004 LC-RCTC Toll Revenue: - I-15 43357LXA5 Hitachi Capital America Corp.1,949,473.50 - - (1,950,000.00) - - 745.88 (219.38) - - 240907004 LC-RCTC Toll Revenue: - I-15 313385PM2 FEDERAL HOME LOAN BANKS - 1,399,210.55 - (1,400,000.00) - (0.00) 789.45 - - - 240907004 LC-RCTC Toll Revenue: - I-15 313385PB6 FEDERAL HOME LOAN BANKS - 2,999,158.33 - (3,000,000.00) - (0.00) 841.67 - - - 240907004 LC-RCTC Toll Revenue: - I-15 74005HXH0 Praxair, Inc.- 1,974,103.01 - (1,975,000.00) - (0.00) 896.99 - - - 240907004 LC-RCTC Toll Revenue: - I-15 71112JXC3 The Peoples Gas Light And Coke Company 2,224,243.50 - - (2,225,000.00) - (0.00) 897.42 (140.92) - - 240907004 LC-RCTC Toll Revenue: - I-15 46640PYF4 J.P. Morgan Securities LLC - 1,999,000.00 (1,099,926.66) (900,000.00) - (0.01) 926.67 - - - 240907004 LC-RCTC Toll Revenue: - I-15 00280NXH8 Abbey National Treasury Services PLC 1,799,100.00 - - (1,800,000.00) - - 976.01 (76.01) - - 240907004 LC-RCTC Toll Revenue: - I-15 71112KA84 The Peoples Gas Light And Coke Company - 1,998,300.00 - - - - 1,000.00 180.00 1,999,480.00 - 240907004 LC-RCTC Toll Revenue: - I-15 02360SA32 Ameren Corporation - 1,848,797.50 - - - - 1,002.08 126.42 1,849,926.00 - 240907004 LC-RCTC Toll Revenue: - I-15 43357MAA8 Hitachi Capital America Corp.- 1,998,047.22 - - - - 1,027.78 225.00 1,999,300.00 - 240907004 LC-RCTC Toll Revenue: - I-15 63873JXX3 Natixis 999,030.00 - - (1,000,000.00) - - 1,050.00 (80.00) - - 240907004 LC-RCTC Toll Revenue: - I-15 97684HA50 Wisconsin Public Service Corporation - 1,998,522.22 - - - - 1,055.56 162.22 1,999,740.00 - 240907004 LC-RCTC Toll Revenue: - I-15 23337UAV1 DTE Gas Company - 1,995,883.34 - - - - 1,083.33 673.33 1,997,640.00 - 240907004 LC-RCTC Toll Revenue: - I-15 23336GY39 DTE Electric Company 998,870.00 - - (1,000,000.00) - - 1,145.84 (15.84) - - 240907004 LC-RCTC Toll Revenue: - I-15 24422ETJ8 JOHN DEERE CAPITAL CORP 1,113,401.25 - - - - - 1,192.83 (6,457.83) 1,108,136.25 3,203.13 240907004 LC-RCTC Toll Revenue: - I-15 30229AY60 Exxon Mobil Corporation - 1,898,803.00 - (1,900,000.00) - - 1,197.00 - - - 240907004 LC-RCTC Toll Revenue: - I-15 71112JY16 The Peoples Gas Light And Coke Company - 2,498,784.73 - (2,500,000.00) - - 1,215.27 - - - 240907004 LC-RCTC Toll Revenue: - I-15 26055AXP6 The Dow Chemical Company 1,798,722.00 - - (1,800,000.00) - - 1,386.00 (108.00) - - 240907004 LC-RCTC Toll Revenue: - I-15 93884EY74 Washington Gas Light Company - 1,998,570.00 - (2,000,000.00) - - 1,430.00 - - - 240907004 LC-RCTC Toll Revenue: - I-15 06538BZ48 The Bank of Tokyo-Mitsubishi UFJ, Ltd - 1,368,537.14 - (1,370,000.00) - - 1,462.86 - - - 240907004 LC-RCTC Toll Revenue: - I-15 22533TZK5 Credit Agricole Corporate and Investment Bank - 898,536.00 - (900,000.00) - - 1,464.00 - - - 240907004 LC-RCTC Toll Revenue: - I-15 61979JZ42 Motiva Enterprises LLC - 1,973,509.43 - (1,975,000.00) - - 1,490.57 - - - 240907004 LC-RCTC Toll Revenue: - I-15 78355AXP4 Ryder System, Inc.1,948,615.50 - - (1,950,000.00) - - 1,644.49 (259.99) - - 240907004 LC-RCTC Toll Revenue: - I-15 46640PZB2 J.P. Morgan Securities LLC - 1,273,285.84 - (1,275,000.00) - - 1,714.16 - - - 240907004 LC-RCTC Toll Revenue: - I-15 4497W0Y10 ING (U.S.) Funding LLC 1,698,283.00 - - (1,700,000.00) - - 1,888.42 (171.42) - - 240907004 LC-RCTC Toll Revenue: - I-15 78355AYA6 Ryder System, Inc.- 1,998,111.12 - (2,000,000.00) - - 1,888.88 - - - 240907004 LC-RCTC Toll Revenue: - I-15 29878RYU6 Banque Europeenne D'investissement (BEI)- 1,998,098.88 - (2,000,000.00) - - 1,901.12 - - - 240907004 LC-RCTC Toll Revenue: - I-15 43357LY89 Hitachi Capital America Corp.- 1,998,083.34 - (2,000,000.00) - - 1,916.66 - - - 240907004 LC-RCTC Toll Revenue: - I-15 87019RYA8 Swedbank AB - 1,998,016.66 - (2,000,000.00) - - 1,983.34 - - - 240907004 LC-RCTC Toll Revenue: - I-15 313385PG5 FEDERAL HOME LOAN BANKS - 2,497,895.83 - (2,500,000.00) - - 2,104.17 - - - 240907004 LC-RCTC Toll Revenue: - I-15 61979JYD3 Motiva Enterprises LLC - 1,997,870.00 - (2,000,000.00) - - 2,130.00 - - - 240907004 LC-RCTC Toll Revenue: - I-15 02361KY24 Ameren Illinois Company - 1,997,744.44 - (2,000,000.00) - - 2,255.56 - - - 240907004 LC-RCTC Toll Revenue: - I-15 26055AY34 The Dow Chemical Company - 1,997,733.34 - (2,000,000.00) - - 2,266.66 - - - 240907004 LC-RCTC Toll Revenue: - I-15 912828H37 UNITED STATES TREASURY - 4,997,070.31 - - - - 2,308.24 21.45 4,999,400.00 20,210.60 240907004 LC-RCTC Toll Revenue: - I-15 26055AZ41 The Dow Chemical Company - 1,997,657.78 - (2,000,000.00) - - 2,342.22 - - - 240907004 LC-RCTC Toll Revenue: - I-15 43357LZJ4 Hitachi Capital America Corp.- 1,847,500.45 - (1,850,000.00) - - 2,499.55 - - - 240907004 LC-RCTC Toll Revenue: - I-15 78355AZB3 Ryder System, Inc.- 2,472,343.51 - (2,475,000.00) - - 2,656.49 - - - 240907004 LC-RCTC Toll Revenue: - I-15 459515RN4 INTERNATIONAL FINANCE CORP - 1,846,753.25 - - - - 2,809.02 (2,004.27) 1,847,558.00 - 240907004 LC-RCTC Toll Revenue: - I-15 23337SZB3 DTE Gas Company - 1,997,096.66 - (2,000,000.00) - - 2,903.34 - - - 240907004 LC-RCTC Toll Revenue: - I-15 92780KAG3 Virginia Electric and Power Company - 1,845,443.86 - - - - 3,453.85 (26.21) 1,848,871.50 - 240907004 LC-RCTC Toll Revenue: - I-15 14912DZT9 Caterpillar Financial Services Corporation - 1,996,388.88 - (2,000,000.00) - - 3,611.12 - - - 240907004 LC-RCTC Toll Revenue: - I-15 26055AZV1 The Dow Chemical Company - 1,821,177.65 - (1,825,000.00) - - 3,822.35 - - - 240907004 LC-RCTC Toll Revenue: - I-15 36960LZF5 General Electric Company - 1,996,100.00 - (2,000,000.00) - - 3,900.00 - - - 240907004 LC-RCTC Toll Revenue: - I-15 46640PY64 J.P. Morgan Securities LLC 2,496,925.00 - - (2,500,000.00) - - 3,905.90 (830.90) - - 240907004 LC-RCTC Toll Revenue: - I-15 87030JZV4 Aktiebolaget Svensk Exportkredit - 1,995,907.78 - (2,000,000.00) - - 4,092.22 - - - 240907004 LC-RCTC Toll Revenue: - I-15 87019RYF7 Swedbank AB 2,496,125.00 - - (2,500,000.00) - - 4,720.34 (845.34) - - 98,450,659.88 229,064,179.09 (105,197,129.01) (130,311,000.00) (1,794,065.94) (332.53) 23,239.49 (142,379.25) 90,093,171.73 341,265.76 240907020 RCTC I-15 Prj RAMP UP RESERVE 31283K5N4 FH G11753 - - - - - - (2,420.24) (53,092.53) 1,104,474.22 4,504.76 240907020 RCTC I-15 Prj RAMP UP RESERVE 31392J6N4 FNR 0323B EQ - - - - - - (608.42) (23,843.77) 771,014.16 3,351.37 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137ANMN2 FHMS K707 A2 - - - - - - (459.13) (1,222.07) 1,802,016.00 3,330.00 240907020 RCTC I-15 Prj RAMP UP RESERVE 31846V203 FIRST AMER:GVT OBLG;Y - 82,242.29 (1,504,088.82) - - - - - 109,995.80 - 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828UJ7 UNITED STATES TREASURY - 1,499,238.28 - - - - 285.65 56.08 1,499,580.00 5,492.53 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828H37 UNITED STATES TREASURY - - - - - - 667.55 59.45 2,499,700.00 10,105.30 - 1,581,480.57 (1,504,088.82) - - - (2,534.60) (78,042.84) 7,786,780.18 26,783.96 245490001 LC-RCTC 2017 PRJ: Sales Tax 61746BDY9 MORGAN STANLEY 1,977,768.00 - - - - - (5,171.89) (502.61) 1,972,093.50 9,092.34 40 Page 23 of 38 Source Account Account Identifier Description Beginning Base Market Value Base Purchases Base Sales Base Maturities and Redemptions Base Paydowns Net Total Realized Gain/Loss Base Amortization/A ccretion Base Change In Net Unrealized Gain/Loss Ending Base Market Value Ending Accrued Income Balance 2017 Financing STAMP Portfolio Transaction Report by Account Quarter ended December 31, 2017 245490001 LC-RCTC 2017 PRJ: Sales Tax 38141GVK7 GOLDMAN SACHS GROUP INC 2,011,800.00 - (2,006,648.00) - - (236.89) (4,120.50) (794.60) - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 06051GEY1 BANK OF AMERICA CORP 1,514,745.00 - - - - - (3,069.22) 774.22 1,512,450.00 7,697.34 245490001 LC-RCTC 2017 PRJ: Sales Tax 65478QAD0 NALT 16A A3 1,999,760.00 - - - - - (2,681.97) (1,995,830.10) - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 172967JQ5 CITIGROUP INC 1,954,953.00 - - - - - (2,381.13) 21.63 1,952,593.50 7,380.44 245490001 LC-RCTC 2017 PRJ: Sales Tax 31283K5N4 FH G11753 1,269,935.72 - - - (155,658.65) (5,166.80) (2,305.72) 9,072.67 - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 89114QAV0 TORONTO-DOMINION BANK 2,015,340.00 - - - - - (2,156.09) (11,983.91) 2,001,200.00 7,000.00 245490001 LC-RCTC 2017 PRJ: Sales Tax 3137ANMN2 FHMS K707 A2 1,807,470.00 - - - - - (1,961.58) 2,676.08 - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 6095586A4 MONMOUTH CNTY N J 801,808.00 - - (800,000.00) - - (1,713.45) (94.55) - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 21688AAD4 COOPERATIEVE RABOBANK UA (NEW YORK BRANCH)2,012,740.00 - - - - - (1,665.20) (13,094.80) 1,997,980.00 20,875.00 245490001 LC-RCTC 2017 PRJ: Sales Tax 31392J6N4 FNR 0323B EQ 842,209.59 - - - (59,006.30) (4,016.80) (1,547.14) 2,596.05 - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 94988J5G8 WELLS FARGO BANK NA 2,010,560.00 - - - - - (1,482.41) (12,157.59) 1,996,920.00 2,986.11 245490001 LC-RCTC 2017 PRJ: Sales Tax 865622CF9 SUMITOMO MITSUI BANKING CORP 2,008,400.00 - (2,006,180.00) - - 175.07 (1,222.65) (1,172.41) - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 0258M0EJ4 AMERICAN EXPRESS CREDIT CORP 2,005,060.00 - - - - - (853.17) (346.83) 2,003,860.00 5,620.83 245490001 LC-RCTC 2017 PRJ: Sales Tax 06367TPX2 BANK OF MONTREAL 1,635,851.70 - - - - - (751.41) (9,615.39) 1,625,484.90 1,806.58 245490001 LC-RCTC 2017 PRJ: Sales Tax 05581QAE8 BMWLT 152 A4 - - - - - - (606.10) (1,227.92) 1,999,040.00 947.22 245490001 LC-RCTC 2017 PRJ: Sales Tax 65602UPZ5 The Norinchukin Bank 3,000,660.00 - - (3,000,000.00) - - (374.34) (285.66) - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 46623EKD0 JPMORGAN CHASE & CO - 750,457.50 (749,850.00) - - (331.35) (276.15) - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 49327M2A1 KEYBANK NA - 750,337.50 (749,752.50) - - (381.28) (203.72) - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 22549V5V1 Credit Suisse Group AG 1,150,218.50 - - (1,150,000.00) - - (164.66) (53.84) - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 56045RKF5 MAINE MUN BD BK 1,020,030.60 - - (1,020,000.00) - - (145.28) 114.68 - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 43814JAD6 HAROT 144 A4 2,354,976.45 - - - - - (106.05) (694.65) 2,354,175.75 1,528.13 245490001 LC-RCTC 2017 PRJ: Sales Tax 06538NFU6 The Bank of Tokyo-Mitsubishi UFJ, Ltd.1,100,143.00 - - (1,100,000.00) - - (77.37) (65.63) - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 47770VAS9 JOBSOHIO BEVERAGE SYS OHIO STATEWIDE LIQUOR PROFIT - 275,077.00 - - - - (77.00) - 275,000.00 2,502.50 245490001 LC-RCTC 2017 PRJ: Sales Tax 83369YTU0 Societe Generale 1,150,115.00 - - (1,150,000.00) - - (32.33) (82.67) - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 22534HN64 Credit Agricole Corporate and Investment Bank - 650,025.29 - (650,000.00) - - (25.29) - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 9AMMF05B2 U.S. BANK MONEY MARKET ACCOUNT FUND 189,582.58 44,884,227.64 (44,988,818.61) - - - - - 84,991.61 - 245490001 LC-RCTC 2017 PRJ: Sales Tax 05582WZS6 BNP Paribas 3,001,170.00 - (2,999,747.34) - - (252.66) - (1,170.00) - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 375558BQ5 GILEAD SCIENCES INC 340,714.00 - - - - - - (285.60) 340,428.40 212.55 245490001 LC-RCTC 2017 PRJ: Sales Tax 89113XJC9 The Toronto-Dominion Bank - 1,200,000.00 - (1,200,000.00) - - - - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 54438CWT5 LOS ANGELES CALIF CMNTY COLLEGE DIST - 275,000.00 - - - - - (110.00) 274,890.00 383.63 245490001 LC-RCTC 2017 PRJ: Sales Tax 89113XNF7 Toronto Dominion Bank - 1,100,000.00 (1,099,832.24) - - (167.76) - - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 60700AMC5 Mizuho Bank, Ltd.- 800,000.00 - - - - - (120.00) 799,880.00 1,239.11 245490001 LC-RCTC 2017 PRJ: Sales Tax 65477UAC4 NAROT 15A A3 - 105,633.84 - - (24,533.40) 43.90 7.65 (29.02) 81,122.97 37.93 245490001 LC-RCTC 2017 PRJ: Sales Tax 43814LAC3 HAROT 154 A3 - 135,210.31 - - (21,939.65) 54.57 11.90 (137.34) 113,199.80 38.81 245490001 LC-RCTC 2017 PRJ: Sales Tax 43814JAC8 HAROT 144 A3 48,365.92 - - - (45,889.97) 25.48 13.29 (14.00) 2,500.72 1.10 245490001 LC-RCTC 2017 PRJ: Sales Tax 58769AAD8 MBALT 15B A3 457,788.06 - - - (457,842.99) 31.64 15.85 7.44 - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 161571HA5 CHAIT 157 A - 359,690.63 - - - - 15.90 5.47 359,712.00 259.20 245490001 LC-RCTC 2017 PRJ: Sales Tax 161571GQ1 CHAIT 147 A 100,007.00 - - - (100,000.00) - 24.12 (31.12) - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 46640PX24 J.P. Morgan Securities LLC 850,000.00 - - (850,000.00) - - 28.33 (28.33) - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 89190AAD2 TAOT 14C A4 1,999,540.00 - - - (537,903.42) 50.59 53.69 (1,530.35) 1,460,210.52 935.74 245490001 LC-RCTC 2017 PRJ: Sales Tax 650035S82 NEW YORK ST URBAN DEV CORP REV - 539,773.20 - - - - 89.97 (143.97) 539,719.20 2,194.20 245490001 LC-RCTC 2017 PRJ: Sales Tax 02361KY65 AMEREN ILLINOIS CO - 999,891.67 - (1,000,000.00) - - 108.33 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 61979JX44 Motiva Enterprises LLC 1,124,921.25 - - (1,125,000.00) - - 140.63 (61.88) - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 23337UAS8 DTE Gas Company - 499,181.95 - - - - 158.33 134.72 499,475.00 - 245490001 LC-RCTC 2017 PRJ: Sales Tax 313385PW0 FEDERAL HOME LOAN BANKS - 399,816.89 - (400,000.00) - - 183.11 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 02360SAK4 Ameren Corporation - 599,260.00 - - - - 185.00 111.00 599,556.00 - 245490001 LC-RCTC 2017 PRJ: Sales Tax 71112KA43 The Peoples Gas Light And Coke Company - 599,722.50 - - - - 185.00 38.50 599,946.00 - 245490001 LC-RCTC 2017 PRJ: Sales Tax 97684HA84 Wisconsin Public Service Corporation - 599,599.16 - - - - 185.00 59.84 599,844.00 - 245490001 LC-RCTC 2017 PRJ: Sales Tax 313385NZ5 FEDERAL HOME LOAN BANKS - 999,776.67 - (1,000,000.00) - - 223.33 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 87019RXG6 Swedbank AB 449,788.50 - - (450,000.00) - - 225.00 (13.50) - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 05581QAE8 BMWLT 152 A4 2,000,400.00 - - - - - 227.05 246.97 - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 4497W0XA1 ING (U.S.) Funding LLC 1,124,696.25 - - (1,125,000.00) - - 337.50 (33.75) - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 71112JY16 The Peoples Gas Light And Coke Company - 699,659.72 - (700,000.00) - - 340.28 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 78355AXP4 Ryder System, Inc.424,698.25 - - (425,000.00) - - 358.42 (56.67) - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 74005HXH0 Praxair, Inc.- 849,613.96 - (850,000.00) - - 386.04 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 71112JXC3 The Peoples Gas Light And Coke Company 1,124,617.50 - - (1,125,000.00) - - 453.75 (71.25) - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 43357LXB3 HITACHI CAPITAL AMERICA CORP 1,124,662.50 - - (1,125,000.00) - - 468.75 (131.25) - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 46640PYF4 J.P. Morgan Securities LLC - 1,124,437.50 (699,953.33) (425,000.00) - (0.00) 515.83 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 912828H37 UNITED STATES TREASURY - 2,498,535.16 - - - - 532.67 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 313385PM2 FEDERAL HOME LOAN BANKS - 1,999,427.78 - (2,000,000.00) - - 572.22 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 459053PY4 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPM - 1,124,381.25 - (1,125,000.00) - - 618.75 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 313589PP2 FEDERAL NATIONAL MORTGAGE ASSOCIATION - 1,199,263.00 - (1,200,000.00) - - 737.00 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 459515RN4 INTERNATIONAL FINANCE CORP - 698,771.50 (699,471.11) - - (55.88) 755.49 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 61979JZ42 Motiva Enterprises LLC - 1,124,240.31 - (1,125,000.00) - - 759.69 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 92780KAG3 Virginia Electric and Power Company - 573,583.90 (574,262.09) - - (98.38) 776.57 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 87019RZ41 Swedbank AB - 1,124,205.94 - (1,125,000.00) - - 794.06 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 912796ME6 UNITED STATES TREASURY - 699,156.42 - (700,000.00) - - 843.58 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 46640PZB2 J.P. Morgan Securities LLC - 724,025.28 - (725,000.00) - - 974.72 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 43357LY89 Hitachi Capital America Corp.- 1,124,015.63 - (1,125,000.00) - - 984.37 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 23336GXX4 DTE Electric Company 999,030.00 - - (1,000,000.00) - - 1,050.00 (80.00) - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 29878RYU6 Banque Europeenne D'investissement (BEI)- 1,123,930.62 - (1,125,000.00) - - 1,069.38 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 78355AZB3 Ryder System, Inc.- 998,926.67 - (1,000,000.00) - - 1,073.33 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 87019RYA8 Swedbank AB - 1,123,884.37 - (1,125,000.00) - - 1,115.63 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 26055AY75 The Dow Chemical Company - 1,123,852.50 - (1,125,000.00) - - 1,147.50 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 61979JYD3 Motiva Enterprises LLC - 1,123,801.88 - (1,125,000.00) - - 1,198.12 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 02361KY24 Ameren Illinois Company - 1,123,731.25 - (1,125,000.00) - - 1,268.75 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 78355AZ15 Ryder System, Inc.- 1,123,643.75 - (1,125,000.00) - - 1,356.25 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 161571HG2 CHAIT 166 A 1,998,360.00 - - - - - 1,654.86 (814.86) 1,999,200.00 977.78 245490001 LC-RCTC 2017 PRJ: Sales Tax 34108AXH5 Florida Power & Light Company 2,998,500.00 - - (3,000,000.00) - - 1,800.00 (300.00) - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 87030JZV4 Aktiebolaget Svensk Exportkredit - 1,122,698.13 (1,124,506.25) - - (96.88) 1,905.00 - - - 245490001 LC-RCTC 2017 PRJ: Sales Tax 65478QAD0 NALT 16A A3 - - - - - - 88,325.97 1,908,246.10 1,997,820.00 1,324.44 56,001,386.37 80,950,468.27 (57,699,021.47) (41,545,000.00) (1,402,774.38) (10,423.44) 81,084.14 (129,060.69) 30,043,293.86 75,041.00 154,452,046.26 311,596,127.93 (164,400,239.30)(171,856,000.00)(3,196,840.32)(10,755.97)101,789.03 (349,482.79)127,923,245.76 443,090.72 41   42 2017 Financing STAMP Portfolio Summary of Investments for quarter ended December 31, 2017 Credit Rating Industry Group Asset Class Security Type Market Sector ATTACHMENT 10 43   44 2017 Financing STAMP Portfolio Sales Tax Revenue Fund Summary of Investments for quarter ended December 31, 2017 Credit Rating Industry Group Asset Class Security Type Market Sector ATTACHMENT 11 45   46 2017 Financing STAMP Portfolio Sales Tax I15 ELP Project Revenue Fund Summary of Investments for quarter ended December 31, 2017 Credit Rating Industry Group Asset Class Security Type Market Sector ATTACHMENT 12 47   48 *Negative cash reflects securities in transit at month end 2017 Financing STAMP Portfolio Ramp Up Fund Summary of Investments for quarter ended December 31, 2017 Credit Rating Industry Group Asset Class Security Type Market Sector ATTACHMENT 13 49   50 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM CUSIP Security Type Category Issuer Final Maturity Trade Date Next Call Date Original Cost Base Market Value Unrealized Gain/Loss Accrued Income Coupon Yield Credit Rating 02582JHG8 Asset-Backed AMERICAN EXPRESS 1.640% 12/15/21 12/15/2021 05/30/2017 419,932.72 417,828.60 (2,104.12) 306.13 1.64 1.650231435 AAA 037833BQ2 Credit APPLE INC 1.700% 2/22/19 02/22/2019 02/23/2016 39,993.20 39,906.00 (87.20) 241.78 1.7 1.703901935 AA+ 037833CB4 Credit APPLE INC 1.100% 8/02/19 08/02/2019 08/04/2016 59,940.00 59,175.00 (765.00) 269.50 1.1 1.117046124 AA+ 037833CE8 Credit APPLE INC 1.550% 2/08/19 02/08/2019 02/09/2017 139,893.60 139,543.60 (350.00) 861.97 1.55 1.555865613 AA+ 037833CS7 Credit APPLE INC 1.800% 5/11/20 05/11/2020 05/11/2017 484,505.30 480,892.05 (3,613.25) 1,212.50 1.8 1.816017272 AA+ 053015AD5 Credit AUTOMATIC DATA 2.250% 9/15/20 09/15/2020 09/15/2015 08/15/2020 455,428.53 451,156.50 (4,272.03) 2,981.25 2.25 2.247774703 AA 05582QAD9 Asset-Backed BMW VEHICLE OWNER 1.160% 11/25/20 11/25/2020 07/20/2016 454,997.95 451,496.50 (3,501.45) 87.97 1.16 1.169284116 N/A 05584PAD9 Asset-Backed BMW VEHICLE LEASE 2.070% 10/20/20 10/20/2020 10/25/2017 99,999.92 99,727.00 (272.92) 63.25 2.07 2.077416376 N/A 06406FAA1 Credit BANK OF NY MTN 2.500% 4/15/21 04/15/2021 02/19/2016 03/15/2021 759,301.27 751,687.50 (7,613.77) 3,958.33 2.5 2.497901763 A 06406HBM0 Credit BANK NY MELLON MTN 5.450% 5/15/19 05/15/2019 05/12/2009 253,819.61 252,672.20 (1,147.41) 1,685.26 5.45 5.230075332 A 084664CK5 Credit BERKSHIRE HATHAWAY 1.300% 8/15/19 08/15/2019 08/15/2016 159,844.80 157,979.20 (1,865.60) 785.78 1.3 1.316215778 AA 13063BFS6 Taxable Muni CALIFORNIA ST BUILD 6.650% 3/01/22 03/01/2022 04/01/2010 492,112.91 482,443.00 (9,669.91) 9,420.83 6.65 5.887717248 AA- 13063C4V9 Taxable Muni CALIFORNIA ST 1.050% 11/01/18 11/01/2018 11/03/2016 149,887.50 148,990.50 (897.00) 262.50 1.05 1.057007963 AA- 13063DAB4 Taxable Muni CALIFORNIA ST HIGH 1.593% 4/01/19 04/01/2019 04/27/2017 350,024.49 348,313.00 (1,711.49) 1,393.88 1.59 1.601278610 AA- 13063DDD7 Taxable Muni CALIFORNIA ST 2.250% 10/01/19 10/01/2019 10/26/2017 266,253.83 266,160.70 (93.13) 1,076.56 2.25 2.245621039 AA- 13066YTY5 Taxable Muni CALIFORNIA ST DEPT 1.713% 5/01/21 05/01/2021 09/28/2016 107,199.40 106,419.71 (779.69) 309.17 1.71 1.748387360 AA 13077CT38 Taxable Muni CALIFORNIA ST 1.982% 11/01/19 11/01/2019 08/05/2015 130,399.67 129,474.80 (924.87) 429.43 1.98 1.992881131 AA- 161571HC1 Asset-Backed CHASE ISSUANCE TRUST 1.370% 6/15/21 06/15/2021 06/17/2016 750,061.02 742,800.00 (7,261.02) 456.67 1.37 1.385069557 AAA 166764AN0 Credit CHEVRON CORP 2.193% 11/15/19 11/15/2019 11/18/2014 503,581.05 501,065.00 (2,516.05) 1,401.08 2.19 2.195041388 AA- 166764AU4 Credit CHEVRON CORP 1.84778% 3/03/22 03/03/2022 03/03/2015 505,178.64 505,260.00 81.36 744.24 2.02 1.826050005 AA- 17275RAE2 Credit CISCO SYSTEMS INC 4.950% 2/15/19 02/15/2019 02/17/2009 373,240.23 371,678.40 (1,561.83) 6,732.00 4.95 4.802048874 AA- 17275RBG6 Credit CISCO SYSTEMS INC 1.400% 9/20/19 09/20/2019 09/20/2016 39,955.60 39,582.80 (372.80) 157.11 1.4 1.416301632 AA- 17305EGA7 Asset-Backed CITIBANK CREDIT CARD 1.740% 1/19/21 01/19/2021 01/26/2017 379,927.23 379,152.60 (774.63) 3,012.13 1.74 1.744028706 AAA 17305EGB5 Asset-Backed CITIBANK CREDIT 1.920% 4/07/22 04/07/2022 04/11/2017 229,933.74 228,564.80 (1,368.94) 1,030.40 1.92 1.934391876 AAA 191216BT6 Credit COCA COLA CO THE 1.875% 10/27/20 10/27/2020 10/27/2015 500,187.99 497,415.00 (2,772.99) 1,666.67 1.88 1.893786361 AA- 191216BV1 Credit COCA COLA CO 1.375% 5/30/19 05/30/2019 05/31/2016 249,825.00 247,905.00 (1,920.00) 296.01 1.38 1.387697431 AA- 30231GAD4 Credit EXXON MOBIL CORP 1.819% 3/15/19 03/15/2019 03/20/2014 02/15/2019 100,246.56 99,840.00 (406.56) 535.59 1.82 1.823467495 AA+ 30231GAP7 Credit EXXON MOBIL 1.708% 3/01/19 03/01/2019 03/03/2016 40,000.00 39,906.40 (93.60) 227.73 1.71 1.712486715 AA+ 3130AAXX1 Agencies F H L B DEB 1.375% 3/18/19 03/18/2019 03/10/2017 518,793.60 516,994.40 (1,799.20) 2,045.69 1.38 1.383884539 AA+ 3130ABF92 Agencies F H L B 1.375% 5/28/19 05/28/2019 05/12/2017 728,620.30 725,036.00 (3,584.30) 920.10 1.38 1.385795346 AA+ 3130ABMP8 Agencies F H L B DEB 1.170% 6/27/19 06/27/2019 06/27/2017 769,912.61 769,907.60 (5.01) 125.13 1.52 1.169988300 AA+ 3130ACE26 Agencies F H L B 1.375% 9/28/20 09/28/2020 09/08/2017 358,844.40 353,725.20 (5,119.20) 1,278.75 1.38 1.401931096 AA+ 3130ACM92 Agencies F H L B 1.500% 10/21/19 10/21/2019 10/13/2017 539,044.20 536,063.40 (2,980.80) 1,755.00 1.5 1.512828788 AA+ 3133EH2J1 Agencies F F C B 1.44185% 12/11/20 12/11/2020 12/11/2017 510,000.00 509,561.40 (438.60) - 1.44 1.443076715 AA+ 3133EHRD7 Agencies F F C B DEB 1.32494% 7/13/22 07/13/2022 07/13/2017 310,000.00 309,733.40 (266.60) 216.77 1.54 1.326067157 AA+ 3133EHRZ8 Agencies F F C B 1.32862% 6/25/20 06/25/2020 07/25/2017 510,000.00 510,066.30 66.30 131.75 1.55 1.328460585 AA+ 3133EHTJ2 Agencies F F C B DEB 1.43069% 8/01/22 08/01/2022 08/01/2017 230,000.00 229,813.70 (186.30) 274.22 1.43 1.431835568 AA+ 3133EHVR1 Agencies F F C B DEB 1.3375% 8/24/20 08/24/2020 08/24/2017 130,000.00 129,975.30 (24.70) 38.64 1.56 1.337740793 AA+ 3133EHXH1 Agencies F F C B 1.47181% 9/06/22 09/06/2022 09/06/2017 260,000.00 259,734.80 (265.20) 238.72 1.47 1.473312679 AA+ 3135G0J53 Agencies F N M A DEB 1.000% 2/26/19 02/26/2019 02/23/2016 498,820.00 495,275.00 (3,545.00) 1,736.11 1 1.009988789 AA+ 3135G0K77 Agencies F N M A DEB 1.250% 6/13/19 06/13/2019 06/13/2016 03/13/2018 490,000.00 485,408.70 (4,591.30) 306.25 1.25 1.262549744 AA+ 3135G0N33 Agencies F N M A 0.875% 8/02/19 08/02/2019 08/02/2016 529,109.60 521,504.10 (7,605.50) 1,919.41 0.88 0.889743042 AA+ 3135G0P49 Agencies F N M A 1.000% 8/28/19 08/28/2019 09/02/2016 509,204.40 502,477.50 (6,726.90) 1,742.50 1 1.015826578 AA+ 3135G0T29 Agencies F N M A DEB 1.500% 2/28/20 02/28/2020 02/28/2017 299,808.00 296,886.00 (2,922.00) 1,537.50 1.5 1.516882907 AA+ 3136AMTM1 Mortgage-Backed F N M A GTD REMIC 1.186% 9/25/18 09/25/2018 03/01/2015 132,163.86 132,102.55 (61.31) 37.22 1.45 1.449030657 N/A 3137BNN26 Mortgage-Backed F H L M C MLTCL MTG 1.780% 7/25/19 07/25/2019 04/01/2016 57,356.52 56,827.56 (528.96) 84.67 1.78 1.789736165 N/A 3137BPCF4 Mortgage-Backed F H L M C MLTCL MTG 1.376% 10/25/20 10/25/2020 05/01/2016 218,570.27 216,910.86 (1,659.41) 50.13 1.38 1.387208847 N/A 3137EAEB1 Agencies F H L M C M T N 0.875% 7/19/19 07/19/2019 07/20/2016 350,150.58 345,510.36 (4,640.22) 1,382.06 0.88 0.889001778 AA+ 3137EAEH8 Agencies F H L M C 1.375% 8/15/19 08/15/2019 07/19/2017 509,250.30 505,624.20 (3,626.10) 3,155.63 1.38 1.388075673 AA+ 3137EAEK1 Agencies F H L M C M T N 1.875% 11/17/20 11/17/2020 11/15/2017 549,472.00 547,118.00 (2,354.00) 1,317.71 1.88 1.890006653 AA+ 31846V203 FIRST AM GOVT OB FD CL Y 165,106.95 165,106.95 - 276.54 0.891804500 43814PAC4 Asset-Backed HONDA AUTO 1.790% 9/20/21 09/20/2021 09/29/2017 149,983.76 148,875.00 (1,108.76) 96.96 1.79 1.805272606 AAA 47787XAC1 Asset-Backed JOHN DEERE OWNER 1.780% 4/15/21 04/15/2021 03/02/2017 309,955.86 308,512.00 (1,443.86) 245.24 1.78 1.790348213 N/A 478160CH5 Credit JOHNSON JOHNSON 1.950% 11/10/20 11/10/2020 11/10/2017 249,732.50 248,817.50 (915.00) 690.63 1.95 1.955867603 AAA 48125LRJ3 Credit JP MORGAN MTN 1.91833% 9/23/19 09/23/2019 09/23/2016 503,706.76 503,525.00 (181.76) 239.79 1.92 1.906888767 A+ 532457BF4 Credit ELI LILLY CO 1.950% 3/15/19 03/15/2019 02/25/2014 527,043.43 524,569.50 (2,473.93) 3,014.38 1.95 1.952948953 AA- 544445AY5 Taxable Muni LOS ANGELES CA DEPT 1.750% 5/15/19 05/15/2019 12/06/2016 100,000.00 99,630.00 (370.00) 223.61 1.75 1.757486894 AA 54465AGK2 Taxable Muni LOS ANGELES CA 1.125% 9/01/19 09/01/2019 08/25/2016 266,868.00 265,480.20 (1,387.80) 1,012.50 1.13 1.145084787 AA 54473ERQ9 Taxable Muni LOS ANGELES CNTY CA 2.036% 12/01/18 12/01/2018 09/02/2015 50,000.00 49,983.50 (16.50) 84.83 2.04 2.037100034 AA 58769DAD2 Asset-Backed MERCEDES BENZ AUTO 1.790% 4/15/20 04/15/2020 04/26/2017 369,991.56 369,252.60 (738.96) 294.36 1.79 1.794720114 AAA 589331AN7 Credit MERCK CO INC 5.000% 6/30/19 06/30/2019 06/25/2009 524,337.47 521,450.00 (2,887.47) 12,569.44 5 4.803720001 AA Payden & Rygel Operating Portfolio by Investment Category for Quarter ended December 31, 2017 ATTACHMENT 14 51 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM CUSIP Security Type Category Issuer Final Maturity Trade Date Next Call Date Original Cost Base Market Value Unrealized Gain/Loss Accrued Income Coupon Yield Credit Rating Payden & Rygel Operating Portfolio by Investment Category for Quarter ended December 31, 2017 594918BV5 Credit MICROSOFT CORP 1.850% 2/06/20 02/06/2020 02/06/2017 499,665.00 498,520.00 (1,145.00) 3,725.69 1.85 1.861035943 AAA 6055806F1 Taxable Muni MISSISSIPPI ST SER D 3.381% 11/01/18 11/01/2018 11/10/2010 101,565.62 101,240.00 (325.62) 563.50 3.38 3.341998873 AA 649791EJ5 Taxable Muni NEW YORK ST REF SER 3.600% 9/01/19 09/01/2019 03/30/2011 516,120.29 511,460.00 (4,660.29) 6,000.00 3.6 3.525126317 AA+ 649791EV8 Taxable Muni NEW YORK ST SER B 3.600% 2/15/19 02/15/2019 03/30/2011 255,338.78 254,277.50 (1,061.28) 3,400.00 3.6 3.542609722 AA+ 650119AE0 Taxable Muni NEW YORK UNIVERSITY 1.315% 7/01/18 07/01/2018 04/16/2015 120,000.00 119,478.00 (522.00) 789.00 1.32 1.320718712 AA- 65479BAD2 Asset-Backed NISSAN AUTO LEASE 2.050% 9/15/20 09/15/2020 10/10/2017 219,961.57 219,485.20 (476.37) 200.44 2.05 2.057778402 N/A 66989HAD0 Credit NOVARTIS CAPITAL 4.400% 4/24/20 04/24/2020 03/16/2010 502,356.37 498,555.25 (3,801.12) 3,889.72 4.4 4.195950907 AA- 66989HAL2 Credit NOVARTIS CAPITAL 1.800% 2/14/20 02/14/2020 02/17/2017 129,491.70 129,047.10 (444.60) 890.50 1.8 1.814900332 AA- 68389XAQ8 Credit ORACLE CORP 2.375% 1/15/19 01/15/2019 07/16/2013 504,259.57 502,085.00 (2,174.57) 5,475.69 2.38 2.373386097 AA- 702282ND2 Taxable Muni PASADENA CA UNIF 1.861% 11/01/18 11/01/2018 03/20/2014 250,505.37 250,117.50 (387.87) 775.42 1.86 1.860516266 A+ 717081DL4 Credit PFIZER INC 2.100% 5/15/19 05/15/2019 05/15/2014 251,501.53 250,392.50 (1,109.03) 670.83 2.1 2.099034444 AA 717081DU4 Credit PFIZER INC 1.450% 6/03/19 06/03/2019 06/03/2016 249,715.00 248,027.50 (1,687.50) 281.94 1.45 1.462755226 AA 742718EZ8 Credit PROCTER GAMBLE CO 1.750% 10/25/19 10/25/2019 10/25/2017 149,947.50 149,535.00 (412.50) 481.25 1.75 1.758546536 AA- 797669XT0 Taxable Muni SAN FRANCISCO CA 21.690% 7/01/20 07/01/2020 12/28/2017 100,000.00 99,899.00 (101.00) 180.75 2.17 ###########AA+ 797669XU7 Taxable Muni SAN FRANCISCO CA 2.387% 7/01/21 07/01/2021 12/28/2017 120,000.00 119,880.00 (120.00) 23.87 2.39 2.398295974 AA+ 79770GGM2 Taxable Muni SAN FRANCISCO CITY 2.000% 8/01/20 08/01/2020 11/30/2017 299,607.00 298,065.00 (1,542.00) 516.67 2 2.018224568 AA- 798170AB2 Taxable Muni SAN JOSE CA 2.098% 8/01/19 08/01/2019 12/21/2017 320,000.00 320,684.80 684.80 186.49 2.1 2.095736604 AA 798170AC0 Taxable Muni SAN JOSE CA REDEV 2.259% 8/01/20 08/01/2020 12/21/2017 190,000.00 190,948.10 948.10 119.23 2.26 2.253951149 AA 79876CBQ0 Taxable Muni SAN MARCOS CA REDEV 2.000% 10/01/20 10/01/2020 12/14/2017 109,256.40 109,111.20 (145.20) 103.89 2 2.021897146 AA- 80284TAF2 Asset-Backed SANTANDER DRIVE 1.770% 9/15/20 09/15/2020 02/28/2017 109,999.24 109,816.30 (182.94) 86.53 1.77 1.773582637 AAA 857477AS2 Credit STATE STREET CORP 2.550% 8/18/20 08/18/2020 08/18/2015 437,032.72 432,850.90 (4,181.82) 4,050.96 2.55 2.537515424 A 882723UC1 Taxable Muni TEXAS ST REF WTR 2.036% 8/01/20 08/01/2020 02/05/2015 251,480.55 249,420.00 (2,060.55) 2,120.83 2.04 2.046169462 AAA 89190BAD0 Asset-Backed TOYOTA AUTO 1.760% 7/15/21 07/15/2021 05/17/2017 519,960.12 516,573.20 (3,386.92) 406.76 1.76 1.773657160 AAA 89236TDQ5 Credit TOYOTA MOTOR MTN 0.00001% 1/11/22 01/11/2022 01/09/2017 533,632.83 532,317.43 (1,315.40) 0.01 2.05 0.000009875 AA- 89236TDU6 Credit TOYOTA MOTOR MTN 1.950% 4/17/20 04/17/2020 04/17/2017 254,882.70 253,972.35 (910.35) 1,022.13 1.95 1.963607802 AA- 89238MAD0 Asset-Backed TOYOTA AUTO 1.730% 2/16/21 02/16/2021 03/15/2017 375,955.74 374,138.80 (1,816.94) 289.10 1.73 1.738990581 AAA 90290AAC1 Asset-Backed USAA AUTO OWNER 1.700% 5/17/21 05/17/2021 09/20/2017 139,985.24 139,179.60 (805.64) 105.78 1.7 1.711794262 AAA 90331HMY6 Credit US BANK NA MTN 1.400% 4/26/19 04/26/2019 04/26/2016 03/26/2019 750,413.40 749,088.35 (1,325.05) 1,908.47 1.4 1.413013858 AA- 90331HNG4 Credit US BANK NA MTN 2.050% 10/23/20 10/23/2020 10/24/2017 09/23/2020 249,950.00 248,200.00 (1,750.00) 953.82 2.05 2.064846244 AA- 9128282Q2 Treasuries U S TREASURY NT 1.500% 8/15/20 08/15/2020 08/15/2017 1,457,105.41 1,441,889.10 (15,216.31) 8,260.68 1.5 1.520311360 N/A 9128282T6 Treasuries U S TREASURY NT 1.250% 8/31/19 08/31/2019 08/31/2017 2,674,565.71 2,651,700.99 (22,864.72) 11,378.35 1.25 1.264171361 N/A 9128282V1 Treasuries U S TREASURY NT 1.375% 9/15/20 09/15/2020 09/15/2017 397,872.87 394,296.00 (3,314.50) 1,640.88 1.38 1.398708102 N/A 9128282X7 Treasuries U S TREASURY NT 1.375% 9/30/19 09/30/2019 09/30/2017 7,508,418.48 7,455,102.40 (53,392.29) 26,418.13 1.38 1.388608362 N/A 9128283H1 Treasuries U S TREASURY NT 1.625% 11/30/19 11/30/2019 11/30/2017 2,516,554.69 2,513,700.00 (2,854.69) 3,600.00 1.75 1.631689929 N/A 912828F62 Treasuries U S TREASURY NT 1.500% 10/31/19 10/31/2019 10/31/2014 2,215,353.72 2,204,748.60 (10,605.12) 5,763.46 1.5 1.512401694 N/A 912828P95 Treasuries U S TREASURY NT 1.000% 3/15/19 03/15/2019 03/15/2016 2,501,987.65 2,474,900.00 (27,368.30) 7,458.56 1 1.010264285 N/A 91412G2R5 Taxable Muni UNIV OF CALIFORNIA 1.877% 5/15/20 05/15/2020 09/28/2017 90,000.00 89,107.20 (892.80) 436.40 1.88 1.900105280 AA- 91412G2S3 Taxable Muni UNIV OF CALIFORNIA 2.112% 5/15/21 05/15/2021 09/28/2017 140,000.00 138,556.60 (1,443.40) 763.84 2.11 2.141423154 AA- 91412GD36 Taxable Muni UNIV OF CA 1.169% 5/15/19 05/15/2019 04/20/2016 140,000.00 138,615.40 (1,384.60) 209.12 1.17 1.181154075 AA 91412GPZ2 Taxable Muni UNIV OF CA 1.296% 5/15/18 05/15/2018 03/14/2013 250,244.54 249,700.00 (544.54) 414.00 1.3 1.297816944 AA 91412GS71 Taxable Muni UNIVERSITY OF CA 1.610% 5/15/19 05/15/2019 05/18/2017 25,000.00 24,900.75 (99.25) 51.43 1.61 1.617310242 AA 91412GSB2 Taxable Muni UNIV CALIFORNIA CA 1.796% 7/01/19 07/01/2019 03/14/2013 225,716.30 224,192.25 (1,524.05) 2,020.50 1.8 1.803864851 AA 91412GWU5 Taxable Muni UNIV CALIFORNIA CA 1.418% 5/15/18 05/15/2018 03/25/2015 250,000.00 249,812.50 (187.50) 452.97 1.42 1.419419419 AA 91412GWV3 Taxable Muni UNIV OF CA 2.003% 5/15/19 05/15/2019 03/25/2015 250,000.00 250,325.00 325.00 639.85 2 2.001778915 AA 931142DY6 Credit WALMART STORES INC 1.750% 10/09/19 10/09/2019 10/20/2017 294,994.10 293,952.75 (1,041.35) 1,018.16 1.75 1.757504544 AA 94988J5D5 Credit WELLS FARGO BANK MTN 1.750% 5/24/19 05/24/2019 06/02/2016 503,793.05 502,192.20 (1,600.85) 908.30 1.75 1.761077175 AA- 94988J5J2 Credit WELLS FARGO MTN 1.8725% 12/06/19 12/06/2019 12/08/2016 504,539.28 504,665.00 125.72 676.18 2.16 1.855521974 AA- 51,180,248.73 50,877,216.76 (303,126.46) 191,978.04 52 Page 30 of 38 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM Transaction Date Trade Date Settlement Date CUSIP Description Units Price Commissions SEC Fees Miscellaneous Fees Net Cash Amount Federal Tax Cost Amount Short Term Gain/Loss Amount Long Term Gain/Loss Amount 10/02/2017 13063DAB4 AMORTIZED PREMIUM ON CALIFORNIA ST HIGH 1.593% 4/01/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (6.86) - - 10/02/2017 13063DAB4 INTEREST EARNED ON CALIFORNIA ST HIGH 1.593% 4/01/19 $1 PV ON 350000.0000 SHARES DUE 10/1/2017 0.0000 0.000000 - - - 2,385.08 - - - 10/02/2017 3133EHTJ2 INTEREST EARNED ON F F C B DEB 1.30722% 8/01/22 $1 PV ON 230000.0000 SHARES DUE 10/1/2017 0.0000 0.000000 - - - 250.55 - - - 10/02/2017 10/02/2017 10/02/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -15,905.4900 1.000000 - - - 15,905.49 (15,905.49) - - 10/02/2017 31846V203 INTEREST EARNED ON FIRST AM GOVT OB FD CL Y UNIT ON 0.0000 SHARES DUE 9/30/2017 INTEREST FROM 9/1/17 TO 9/30/17 0.0000 0.000000 - - - 186.74 - - - 10/02/2017 10/02/2017 9128282X7 PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 1.375% 9/30/19 0.0000 0.000000 - - - (600.62) - - - 10/02/2017 09/26/2017 10/02/2017 9128282X7 PURCHASED PAR VALUE OF U S TREASURY NT 1.375% 9/30/19 /BMO CAPITAL MARKETS CORP/BONDS/7,950,000 PAR VALUE AT 99.84715195 %7,950,000.0000 0.998472 - - - (7,937,848.58) 7,937,848.58 - - 10/02/2017 10/02/2017 912828S43 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 0.750% 7/15/19 0.0000 0.000000 - - - 5,715.69 - - - 10/02/2017 09/26/2017 10/02/2017 912828S43 SOLD PAR VALUE OF U S TREASURY NT 0.750% 7/15/19 /BMO CAPITAL MARKETS CORP./3,550,000 PAR VALUE AT 98.805082 %-3,550,000.0000 0.988051 - - - 3,507,580.41 (3,535,162.11) - (27,581.70) 10/02/2017 10/02/2017 912828XS4 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 1.250% 5/31/19 0.0000 0.000000 - - - 18,633.88 - - - 10/02/2017 09/26/2017 10/02/2017 912828XS4 SOLD PAR VALUE OF U S TREASURY NT 1.250% 5/31/19 /BMO CAPITAL MARKETS CORP./4,400,000 PAR VALUE AT 99.726775 %-4,400,000.0000 0.997268 - - - 4,387,978.10 (4,395,187.50) (7,209.40) - 10/03/2017 10/03/2017 10/03/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 186.7400 1.000000 - - - (186.74) 186.74 - - 10/05/2017 10/05/2017 037833AG5 RECEIVED ACCRUED INTEREST ON SALE OF APPLE INC 1.42233% 5/03/18 0.0000 0.000000 - - - 682.75 - - - 10/05/2017 10/03/2017 10/05/2017 037833AG5 SOLD PAR VALUE OF APPLE INC 1.42233% 5/03/18 /TORONTO DOMINION SECURITIES (U/250,000 PAR VALUE AT 100.164 %-250,000.0000 1.001640 - - - 250,410.00 (250,136.15) - 273.85 10/05/2017 037833AG5 AMORTIZED PREMIUM ON APPLE INC 1.42233% 5/03/18 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (40.30) - - 10/05/2017 10/05/2017 06406FAA1 PAID ACCRUED INTEREST ON PURCHASE OF BANK OF NY MTN 2.500% 4/15/21 0.0000 0.000000 - - - (8,854.17) - - - 10/05/2017 10/03/2017 10/05/2017 06406FAA1 PURCHASED PAR VALUE OF BANK OF NY MTN 2.500% 4/15/21 /BNP PARIBAS SEC CORP/750,000 PAR VALUE AT 101.33 %750,000.0000 1.013300 - - - (759,975.00) 759,975.00 - - 10/05/2017 10/05/2017 06406HCK3 RECEIVED ACCRUED INTEREST ON SALE OF BANK OF NY MTN 1.69944% 3/06/18 0.0000 0.000000 - - - 1,060.98 - - - 10/05/2017 10/03/2017 10/05/2017 06406HCK3 SOLD PAR VALUE OF BANK OF NY MTN 1.69944% 3/06/18 /TORONTO DOMINION SECURITIES (U/750,000 PAR VALUE AT 100.172 %-750,000.0000 1.001720 - - - 751,290.00 (750,198.13) - 1,091.87 10/05/2017 06406HCK3 AMORTIZED PREMIUM ON BANK OF NY MTN 1.69944% 3/06/18 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (38.71) - - 10/05/2017 10/05/2017 084664CD1 RECEIVED ACCRUED INTEREST ON SALE OF BERKSHIRE HATHAWAY 1.45567% 1/12/18 0.0000 0.000000 - - - 946.86 - - - 10/05/2017 10/03/2017 10/05/2017 084664CD1 SOLD PAR VALUE OF BERKSHIRE HATHAWAY 1.45567% 1/12/18 /J.P. MORGAN SECURITIES LLC/XOTC 250,000 PAR VALUE AT 100.0835 %-250,000.0000 1.000835 - - - 250,208.75 (250,064.29) - 144.46 10/05/2017 084664CD1 AMORTIZED PREMIUM ON BERKSHIRE HATHAWAY 1.45567% 1/12/18 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (53.96) - - 10/05/2017 10/05/2017 17275RAU6 RECEIVED ACCRUED INTEREST ON SALE OF CISCO SYSTEMS INC 1.650% 6/15/18 0.0000 0.000000 - - - 2,016.67 - - - 10/05/2017 10/03/2017 10/05/2017 17275RAU6 SOLD PAR VALUE OF CISCO SYSTEMS INC 1.650% 6/15/18 /WELLS FARGO SECURITIES, LLC/XOTC 400,000 PAR VALUE AT 100.145 %-400,000.0000 1.001450 - - - 400,580.00 (399,932.00) - 648.00 10/05/2017 10/05/2017 10/05/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 434,876.8700 1.000000 - - - (434,876.87) 434,876.87 - - 10/05/2017 10/05/2017 857477AS2 PAID ACCRUED INTEREST ON PURCHASE OF STATE STREET CORP 2.550% 8/18/20 0.0000 0.000000 - - - (1,431.54) - - - 10/05/2017 10/03/2017 10/05/2017 857477AS2 PURCHASED PAR VALUE OF STATE STREET CORP 2.550% 8/18/20 /JP MORGAN CHASE BANK/HSBCSI/430,000 PAR VALUE AT 101.78 %430,000.0000 1.017800 - - - (437,654.00) 437,654.00 - - 10/05/2017 10/05/2017 89236TDQ5 PAID ACCRUED INTEREST ON PURCHASE OF TOYOTA MOTOR MTN 0.00001% 1/11/22 0.0000 0.000000 - - - (2,511.87) - - - 10/05/2017 10/03/2017 10/05/2017 89236TDQ5 PURCHASED PAR VALUE OF TOYOTA MOTOR MTN 0.00001% 1/11/22 /J.P. MORGAN SECURITIES LLC/527,000 PAR VALUE AT 101.334 %527,000.0000 1.013340 - - - (534,030.18) 534,030.18 - - 10/05/2017 10/05/2017 912828U40 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 1.000% 11/30/18 0.0000 0.000000 - - - 693.99 - - - 10/05/2017 10/04/2017 10/05/2017 912828U40 SOLD PAR VALUE OF U S TREASURY NT 1.000% 11/30/18 /HSBC SECURITIES, INC./200,000 PAR VALUE AT 99.56998 %-200,000.0000 0.995700 - - - 199,139.96 (199,173.27) (33.31) - 10/05/2017 10/05/2017 94974BFK1 RECEIVED ACCRUED INTEREST ON SALE OF WELLS FARGO MTN 1.78317% 4/23/18 0.0000 0.000000 - - - 1,260.47 - - - 10/05/2017 10/03/2017 10/05/2017 94974BFK1 SOLD PAR VALUE OF WELLS FARGO MTN 1.78317% 4/23/18 /WELLS FARGO SECURITIES, LLC/XOTC 320,000 PAR VALUE AT 100.326 %-320,000.0000 1.003260 - - - 321,043.20 (320,326.24) - 716.96 10/05/2017 94974BFK1 AMORTIZED PREMIUM ON WELLS FARGO MTN 1.78317% 4/23/18 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (119.17) - - 10/06/2017 3133EHXH1 INTEREST EARNED ON F F C B 1.31167% 9/06/22 $1 PV ON 260000.0000 SHARES DUE 10/6/2017 0.0000 0.000000 - - - 284.20 - - - 10/06/2017 10/06/2017 10/06/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 284.2000 1.000000 - - - (284.20) 284.20 - - 10/10/2017 17305EGB5 INTEREST EARNED ON CITIBANK CREDIT 1.920% 4/07/22 $1 PV ON 2158.9300 SHARES DUE 10/10/2017 $0.00939/PV ON 230,000.00 PV DUE 10/10/17 0.0000 0.000000 - - - 2,158.93 - - - 10/10/2017 10/10/2017 10/10/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -93,220.0800 1.000000 - - - 93,220.08 (93,220.08) - - 10/10/2017 10/10/2017 10/10/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 2,158.9300 1.000000 - - - (2,158.93) 2,158.93 - - 10/10/2017 10/03/2017 10/10/2017 65479BAD2 PURCHASED PAR VALUE OF NISSAN AUTO LEASE 2.050% 9/15/20 /CITIGROUP GLOBAL MARKETS INC./220,000 PAR VALUE AT 99.98253182 %220,000.0000 0.999825 - - - (219,961.57) 219,961.57 - - Payden & Rygel Operating Portfolio Transaction Report Quarter ended December 31, 2017 ATTACHMENT 15 53 Page 31 of 38 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM Transaction Date Trade Date Settlement Date CUSIP Description Units Price Commissions SEC Fees Miscellaneous Fees Net Cash Amount Federal Tax Cost Amount Short Term Gain/Loss Amount Long Term Gain/Loss Amount Payden & Rygel Operating Portfolio Transaction Report Quarter ended December 31, 2017 10/10/2017 10/10/2017 949746SP7 RECEIVED ACCRUED INTEREST ON SALE OF WELLS FARGO 2.112% 2/11/22 0.0000 0.000000 - - - 466.49 - - - 10/10/2017 10/05/2017 10/10/2017 949746SP7 SOLD PAR VALUE OF WELLS FARGO 2.112% 2/11/22 /MIZUHO SECURITIES USA FXD INC/125,000 PAR VALUE AT 101.02 %-125,000.0000 1.010200 - - - 126,275.00 (125,000.00) 1,275.00 - 10/11/2017 10/11/2017 10/11/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 2,687.1200 1.000000 - - - (2,687.12) 2,687.12 - - 10/11/2017 89236TDQ5 AMORTIZED PREMIUM ON TOYOTA MOTOR MTN 0.00001% 1/11/22 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (19.76) - - 10/11/2017 89236TDQ5 INTEREST EARNED ON TOYOTA MOTOR MTN 0.00001% 1/11/22 $1 PV ON 527000.0000 SHARES DUE 10/9/2017 0.0000 0.000000 - - - 2,687.12 - - - 10/12/2017 3137EAED7 INTEREST EARNED ON F H L M C M T N 0.875% 10/12/18 $1 PV ON 1510000.0000 SHARES DUE 10/12/2017 0.0000 0.000000 - - - 6,606.25 - - - 10/12/2017 10/12/2017 10/12/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 6,606.2500 1.000000 - - - (6,606.25) 6,606.25 - - 10/13/2017 10/12/2017 10/13/2017 3130ACM92 PURCHASED PAR VALUE OF F H L B 1.500% 10/21/19 /CITIGROUP GLOBAL MARKETS INC./540,000 PAR VALUE AT 99.823 %540,000.0000 0.998230 - - - (539,044.20) 539,044.20 - - 10/13/2017 3133EHRD7 INTEREST EARNED ON F F C B DEB 1.31611% 7/13/22 $1 PV ON 310000.0000 SHARES DUE 10/13/2017 0.0000 0.000000 - - - 340.00 - - - 10/13/2017 10/13/2017 10/13/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -39,767.2500 1.000000 - - - 39,767.25 (39,767.25) - - 10/13/2017 10/13/2017 9128282X7 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 1.375% 9/30/19 0.0000 0.000000 - - - 245.54 - - - 10/13/2017 10/12/2017 10/13/2017 9128282X7 SOLD PAR VALUE OF U S TREASURY NT 1.375% 9/30/19 /CITIGROUP GLOBAL MARKETS INC./XOTC 500,000 PAR VALUE AT 99.738281 %-500,000.0000 0.997383 - - - 498,691.41 (499,159.55) (468.14) - 10/16/2017 02582JHG8 INTEREST EARNED ON AMERICAN EXPRESS 1.640% 12/15/21 $1 PV ON 574.0000 SHARES DUE 10/15/2017 $0.00137/PV ON 420,000.00 PV DUE 10/15/17 0.0000 0.000000 - - - 574.00 - - - 10/16/2017 06406FAA1 AMORTIZED PREMIUM ON BANK OF NY MTN 2.500% 4/15/21 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (72.95) - - 10/16/2017 06406FAA1 INTEREST EARNED ON BANK OF NY MTN 2.500% 4/15/21 $1 PV ON 750000.0000 SHARES DUE 10/15/2017 0.0000 0.000000 - - - 9,375.00 - - - 10/16/2017 161571HC1 AMORTIZED PREMIUM ON CHASE ISSUANCE TRUST 1.370% 6/15/21 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (17.56) - - 10/16/2017 161571HC1 INTEREST EARNED ON CHASE ISSUANCE TRUST 1.370% 6/15/21 $1 PV ON 856.2500 SHARES DUE 10/15/2017 $0.00114/PV ON 750,000.00 PV DUE 10/15/17 0.0000 0.000000 - - - 856.25 - - - 10/16/2017 10/16/2017 10/16/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 1,837.0600 1.000000 - - - (1,837.06) 1,837.06 - - 10/16/2017 10/16/2017 10/16/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 11,509.5700 1.000000 - - - (11,509.57) 11,509.57 - - 10/16/2017 47787XAC1 INTEREST EARNED ON JOHN DEERE OWNER 1.780% 4/15/21 $1 PV ON 459.8300 SHARES DUE 10/15/2017 $0.00148/PV ON 310,000.00 PV DUE 10/15/17 0.0000 0.000000 - - - 459.83 - - - 10/16/2017 58769DAD2 INTEREST EARNED ON MERCEDES BENZ AUTO 1.790% 4/15/20 $1 PV ON 551.9200 SHARES DUE 10/15/2017 $0.00149/PV ON 370,000.00 PV DUE 10/15/17 0.0000 0.000000 - - - 551.92 - - - 10/16/2017 65479BAD2 INTEREST EARNED ON NISSAN AUTO LEASE 2.050% 9/15/20 $1 PV ON 220000.0000 SHARES DUE 10/15/2017 0.0000 0.000000 - - - 62.64 - - - 10/16/2017 80284TAF2 INTEREST EARNED ON SANTANDER DRIVE 1.770% 9/15/20 $1 PV ON 162.2500 SHARES DUE 10/15/2017 $0.00148/PV ON 110,000.00 PV DUE 10/15/17 0.0000 0.000000 - - - 162.25 - - - 10/16/2017 89190BAD0 INTEREST EARNED ON TOYOTA AUTO 1.760% 7/15/21 $1 PV ON 520000.0000 SHARES DUE 10/15/2017 0.0000 0.000000 - - - 762.67 - - - 10/16/2017 89238MAD0 INTEREST EARNED ON TOYOTA AUTO 1.730% 2/16/21 $1 PV ON 542.0700 SHARES DUE 10/15/2017 $0.00144/PV ON 376,000.00 PV DUE 10/15/17 0.0000 0.000000 - - - 542.07 - - - 10/16/2017 90290AAC1 INTEREST EARNED ON USAA AUTO OWNER 1.700% 5/17/21 $1 PV ON 140000.0000 SHARES DUE 10/15/2017 0.0000 0.000000 - - - 165.28 - - - 10/17/2017 10/17/2017 17275RBG6 RECEIVED ACCRUED INTEREST ON SALE OF CISCO SYSTEMS INC 1.400% 9/20/19 0.0000 0.000000 - - - 47.25 - - - 10/17/2017 10/13/2017 10/17/2017 17275RBG6 SOLD PAR VALUE OF CISCO SYSTEMS INC 1.400% 9/20/19 /US BANCORP INVESTMENTS INC./XOTC 45,000 PAR VALUE AT 99.526 %-45,000.0000 0.995260 - - - 44,786.70 (44,950.05) - (163.35) 10/17/2017 10/17/2017 10/17/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 2,562.0500 1.000000 - - - (2,562.05) 2,562.05 - - 10/17/2017 89236TDU6 INTEREST EARNED ON TOYOTA MOTOR MTN 1.950% 4/17/20 $1 PV ON 255000.0000 SHARES DUE 10/17/2017 0.0000 0.000000 - - - 2,486.25 - - - 10/17/2017 9128282X7 FED BASIS OF U S TREASURY NT 1.375% 9/30/19 ADJUSTED BY 48.99 FIXED FEDRL TX CST FROM $44894.53 TO $44943.52 0.0000 0.000000 - - - - 48.99 - - 10/17/2017 9128282X7 FED BASIS OF U S TREASURY NT 1.375% 9/30/19 ADJUSTED BY -48.99 FIXED FEDRL TX CST FROM $499235.76 TO $499186.77 0.0000 0.000000 - - - - (48.99) - - 10/17/2017 10/17/2017 9128282X7 PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 1.375% 9/30/19 0.0000 0.000000 - - - (28.90) - - - 10/17/2017 10/13/2017 10/17/2017 9128282X7 PURCHASED PAR VALUE OF U S TREASURY NT 1.375% 9/30/19 /CITADEL SECURITIES LLC/45,000 PAR VALUE AT 99.76562222 %45,000.0000 0.997656 - - - (44,894.53) 44,894.53 - - 10/18/2017 10/18/2017 10/18/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 141.7100 1.000000 - - - (141.71) 141.71 - - 10/18/2017 43814PAC4 INTEREST EARNED ON HONDA AUTO 1.790% 9/20/21 $1 PV ON 150000.0000 SHARES DUE 10/18/2017 0.0000 0.000000 - - - 141.71 - - - 10/20/2017 10/20/2017 17305EGA7 RECEIVED ACCRUED INTEREST ON SALE OF CITIBANK CREDIT CARD 1.740% 1/19/21 0.0000 0.000000 - - - 449.50 - - - 10/20/2017 10/18/2017 10/20/2017 17305EGA7 SOLD PAR VALUE OF CITIBANK CREDIT CARD 1.740% 1/19/21 /CITIGROUP GLOBAL MARKETS INC./XOTC 100,000 PAR VALUE AT 99.980469 %-100,000.0000 0.999805 - - - 99,980.47 (99,980.85) (0.38) - 10/20/2017 10/20/2017 10/20/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -194,564.1300 1.000000 - - - 194,564.13 (194,564.13) - - 10/20/2017 10/11/2017 10/20/2017 931142DY6 PURCHASED PAR VALUE OF WALMART STORES INC 1.750% 10/09/19 /MORGAN STANLEY & CO. LLC/295,000 PAR VALUE AT 99.998 %295,000.0000 0.999980 - - - (294,994.10) 294,994.10 - - 10/23/2017 10/23/2017 10/23/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 252,814.5800 1.000000 - - - (252,814.58) 252,814.58 - - 10/23/2017 10/23/2017 91159HHE3 RECEIVED ACCRUED INTEREST ON SALE OF US BANCORP MTN 1.950% 11/15/18 0.0000 0.000000 - - - 2,139.58 - - - 54 Page 32 of 38 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM Transaction Date Trade Date Settlement Date CUSIP Description Units Price Commissions SEC Fees Miscellaneous Fees Net Cash Amount Federal Tax Cost Amount Short Term Gain/Loss Amount Long Term Gain/Loss Amount Payden & Rygel Operating Portfolio Transaction Report Quarter ended December 31, 2017 10/23/2017 10/19/2017 10/23/2017 91159HHE3 SOLD PAR VALUE OF US BANCORP MTN 1.950% 11/15/18 /MORGAN STANLEY & CO. LLC/250,000 PAR VALUE AT 100.27 %-250,000.0000 1.002700 - - - 250,675.00 (251,882.97) - (1,207.97) 10/23/2017 91159HHE3 AMORTIZED PREMIUM ON US BANCORP MTN 1.950% 11/15/18 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (838.88) - - 10/24/2017 3133EHVR1 INTEREST EARNED ON F F C B DEB 1.24722% 8/24/20 $1 PV ON 130000.0000 SHARES DUE 10/24/2017 0.0000 0.000000 - - - 135.12 - - - 10/24/2017 10/24/2017 10/24/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 1,109,501.0400 1.000000 - - - (1,109,501.04) 1,109,501.04 - - 10/24/2017 10/24/2017 10/24/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -12,676.7700 1.000000 - - - 12,676.77 (12,676.77) - - 10/24/2017 66989HAD0 AMORTIZED PREMIUM ON NOVARTIS CAPITAL 4.400% 4/24/20 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (3,854.81) - - 10/24/2017 66989HAD0 INTEREST EARNED ON NOVARTIS CAPITAL 4.400% 4/24/20 $1 PV ON 475000.0000 SHARES DUE 10/24/2017 0.0000 0.000000 - - - 10,450.00 - - - 10/24/2017 89236TAY1 AMORTIZED PREMIUM ON TOYOTA MOTOR MTN 2.000% 10/24/18 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (1,368.09) - - 10/24/2017 89236TAY1 INTEREST EARNED ON TOYOTA MOTOR MTN 2.000% 10/24/18 $1 PV ON 340000.0000 SHARES DUE 10/24/2017 0.0000 0.000000 - - - 3,400.00 - - - 10/24/2017 10/19/2017 10/24/2017 90331HNG4 PURCHASED PAR VALUE OF US BANK NA MTN 2.050% 10/23/20 /US BANCORP INVESTMENTS INC./250,000 PAR VALUE AT 99.98 %250,000.0000 0.999800 - - - (249,950.00) 249,950.00 - - 10/24/2017 10/24/2017 9128282Q2 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 1.500% 8/15/20 0.0000 0.000000 - - - 1,497.96 - - - 10/24/2017 10/23/2017 10/24/2017 9128282Q2 SOLD PAR VALUE OF U S TREASURY NT 1.500% 8/15/20 /BARCLAYS CAPITAL INC. FIXED IN/525,000 PAR VALUE AT 99.491853 %-525,000.0000 0.994919 - - - 522,332.23 (524,677.88) (2,345.65) - 10/24/2017 9128282V1 FED BASIS OF U S TREASURY NT 1.375% 9/15/20 ADJUSTED BY 1083.99 FIXED FEDRL TX CST FROM $248445.28 TO $249529.27 0.0000 0.000000 - - - - 1,083.99 - - 10/24/2017 9128282V1 FED BASIS OF U S TREASURY NT 1.375% 9/15/20 ADJUSTED BY -1083.99 FIXED FEDRL TX CST FROM $248935.55 TO $247851.56 0.0000 0.000000 - - - - (1,083.99) - - 10/24/2017 10/24/2017 9128282V1 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 1.375% 9/15/20 0.0000 0.000000 - - - 370.34 - - - 10/24/2017 10/19/2017 10/24/2017 9128282V1 SOLD PAR VALUE OF U S TREASURY NT 1.375% 9/15/20 /HSBC SECURITIES, INC./250,000 PAR VALUE AT 99.140624 %-250,000.0000 0.991406 - - - 247,851.56 (247,851.56) - - 10/24/2017 9128282X7 FED BASIS OF U S TREASURY NT 1.375% 9/30/19 ADJUSTED BY 27.22 FIXED FEDRL TX CST FROM $24911.13 TO $24938.35 0.0000 0.000000 - - - - 27.22 - - 10/24/2017 9128282X7 FED BASIS OF U S TREASURY NT 1.375% 9/30/19 ADJUSTED BY -27.22 FIXED FEDRL TX CST FROM $499186.77 TO $499159.55 0.0000 0.000000 - - - - (27.22) - - 10/24/2017 10/24/2017 9128282X7 PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 1.375% 9/30/19 0.0000 0.000000 - - - (22.66) - - - 10/24/2017 10/23/2017 10/24/2017 9128282X7 PURCHASED PAR VALUE OF U S TREASURY NT 1.375% 9/30/19 /CITIGROUP GLOBAL MARKETS INC./25,000 PAR VALUE AT 99.64452 %25,000.0000 0.996445 - - - (24,911.13) 24,911.13 - - 10/24/2017 10/24/2017 912828XU9 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 1.500% 6/15/20 0.0000 0.000000 - - - 3,140.78 - - - 10/24/2017 10/23/2017 10/24/2017 912828XU9 SOLD PAR VALUE OF U S TREASURY NT 1.500% 6/15/20 /HSBC SECURITIES, INC./585,000 PAR VALUE AT 99.57779 %-585,000.0000 0.995778 - - - 582,530.07 (585,066.89) (2,536.82) - 10/24/2017 912828XU9 AMORTIZED PREMIUM ON U S TREASURY NT 1.500% 6/15/20 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (2.77) - - 10/25/2017 TRUST FEES COLLECTED CHARGED FOR PERIOD 09/01/2017 THRU 09/30/2017 COLLECTED BY DISBURSEMENT 0.0000 0.000000 - - - (530.96) - - - 10/25/2017 05582QAD9 INTEREST EARNED ON BMW VEHICLE OWNER 1.160% 11/25/20 $1 PV ON 439.8300 SHARES DUE 10/25/2017 $0.00097/PV ON 455,000.00 PV DUE 10/25/17 0.0000 0.000000 - - - 439.83 - - - 10/25/2017 10/17/2017 10/25/2017 05584PAD9 PURCHASED PAR VALUE OF BMW VEHICLE LEASE 2.070% 10/20/20 /RBC CAPITAL MARKETS, LLC/100,000 PAR VALUE AT 99.99992 %100,000.0000 0.999999 - - - (99,999.92) 99,999.92 - - 10/25/2017 10/25/2017 17275RBG6 RECEIVED ACCRUED INTEREST ON SALE OF CISCO SYSTEMS INC 1.400% 9/20/19 0.0000 0.000000 - - - 34.03 - - - 10/25/2017 10/23/2017 10/25/2017 17275RBG6 SOLD PAR VALUE OF CISCO SYSTEMS INC 1.400% 9/20/19 /GOLDMAN SACHS & CO. LLC/XOTC 25,000 PAR VALUE AT 99.474 %-25,000.0000 0.994740 - - - 24,868.50 (24,972.25) - (103.75) 10/25/2017 3133EHRZ8 INTEREST EARNED ON F F C B 1.23722% 6/25/20 $1 PV ON 510000.0000 SHARES DUE 10/25/2017 0.0000 0.000000 - - - 525.82 - - - 10/25/2017 10/25/2017 10/25/2017 3136AMTM1 PAID DOWN PAR VALUE OF F N M A GTD REMIC 1.186% 9/25/18 -19,092.3900 32.848256 - - - 19,092.39 (19,087.50) - 4.89 10/25/2017 3136AMTM1 INTEREST EARNED ON F N M A GTD REMIC 1.186% 9/25/18 $1 PV ON 216.1800 SHARES DUE 10/25/2017 $0.00120/PV ON 180,081.34 PV DUE 10/25/17 0.0000 0.000000 - - - 216.18 - - - 10/25/2017 10/25/2017 10/25/2017 3137BNN26 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 1.780% 7/25/19 -103.6900 0.000000 - - - 103.69 (104.25) - (0.56) 10/25/2017 3137BNN26 AMORTIZED PREMIUM ON F H L M C MLTCL MTG 1.780% 7/25/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (14.52) - - 10/25/2017 3137BNN26 INTEREST EARNED ON F H L M C MLTCL MTG 1.780% 7/25/19 $1 PV ON 85.1200 SHARES DUE 10/25/2017 $0.00148/PV ON 57,385.40 PV DUE 10/25/17 0.0000 0.000000 - - - 85.12 - - - 10/25/2017 10/25/2017 10/25/2017 3137BPCF4 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 1.376% 10/25/20 -20,161.5900 31.106262 - - - 20,161.59 (20,161.43) - 0.16 10/25/2017 3137BPCF4 INTEREST EARNED ON F H L M C MLTCL MTG 1.376% 10/25/20 $1 PV ON 360.6900 SHARES DUE 10/25/2017 $0.00120/PV ON 299,695.21 PV DUE 10/25/17 0.0000 0.000000 - - - 360.69 - - - 10/25/2017 10/25/2017 10/25/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -185,219.1800 1.000000 - - - 185,219.18 (185,219.18) - - 10/25/2017 10/25/2017 10/25/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 628.6400 1.000000 - - - (628.64) 628.64 - - 10/25/2017 10/23/2017 10/25/2017 742718EZ8 PURCHASED PAR VALUE OF PROCTER GAMBLE CO 1.750% 10/25/19 /JP MORGAN CHASE BANK/HSBCSI/150,000 PAR VALUE AT 99.965 %150,000.0000 0.999650 - - - (149,947.50) 149,947.50 - - 10/26/2017 10/26/2017 10/26/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 5,285.0000 1.000000 - - - (5,285.00) 5,285.00 - - 10/26/2017 90331HMY6 INTEREST EARNED ON US BANK NA MTN 1.400% 4/26/19 $1 PV ON 755000.0000 SHARES DUE 10/26/2017 0.0000 0.000000 - - - 5,285.00 - - - 10/27/2017 191216BT6 AMORTIZED PREMIUM ON COCA COLA CO THE 1.875% 10/27/20 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (16.67) - - 55 Page 33 of 38 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM Transaction Date Trade Date Settlement Date CUSIP Description Units Price Commissions SEC Fees Miscellaneous Fees Net Cash Amount Federal Tax Cost Amount Short Term Gain/Loss Amount Long Term Gain/Loss Amount Payden & Rygel Operating Portfolio Transaction Report Quarter ended December 31, 2017 10/27/2017 191216BT6 INTEREST EARNED ON COCA COLA CO THE 1.875% 10/27/20 $1 PV ON 500000.0000 SHARES DUE 10/27/2017 0.0000 0.000000 - - - 4,687.50 - - - 10/27/2017 10/27/2017 10/27/2017 3134GBFU1 FULL CALL PAR VALUE OF F H L M C M T N 1.750% 4/27/20 /CALLS/-750,000.0000 1.000000 - - - 750,000.00 (750,000.00) - - 10/27/2017 3134GBFU1 AMORTIZED PREMIUM ON F H L M C M T N 1.750% 4/27/20 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (477.75) - - 10/27/2017 3134GBFU1 INTEREST EARNED ON F H L M C M T N 1.750% 4/27/20 $1 PV ON 750000.0000 SHARES DUE 10/27/2017 0.0000 0.000000 - - - 6,562.50 - - - 10/27/2017 10/27/2017 10/27/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 761,250.0000 1.000000 - - - (761,250.00) 761,250.00 - - 10/31/2017 10/31/2017 10/31/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -1,108,345.5200 1.000000 - - - 1,108,345.52 (1,108,345.52) - - 10/31/2017 10/23/2017 10/31/2017 912828F62 PURCHASED PAR VALUE OF U S TREASURY NT 1.500% 10/31/19 /CITIGROUP GLOBAL MARKETS INC./1,110,000 PAR VALUE AT 99.85094775 %1,110,000.0000 0.998509 - - - (1,108,345.52) 1,108,345.52 - - 11/01/2017 13063C4V9 INTEREST EARNED ON CALIFORNIA ST 1.050% 11/01/18 $1 PV ON 150000.0000 SHARES DUE 11/1/2017 0.0000 0.000000 - - - 787.50 - - - 11/01/2017 13066YTY5 INTEREST EARNED ON CALIFORNIA ST DEPT 1.713% 5/01/21 $1 PV ON 942.1500 SHARES DUE 11/1/2017 $0.00870/PV ON 108,289.88 PV DUE 11/ 1/17 0.0000 0.000000 - - - 942.15 - - - 11/01/2017 13077CT38 INTEREST EARNED ON CALIFORNIA ST 1.982% 11/01/19 $1 PV ON 130000.0000 SHARES DUE 11/1/2017 0.0000 0.000000 - - - 1,288.30 - - - 11/01/2017 13077CT38 AMORTIZED PREMIUM ON CALIFORNIA ST 1.982% 11/01/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (66.35) - - 11/01/2017 3133EHTJ2 INTEREST EARNED ON F F C B DEB 1.305% 8/01/22 $1 PV ON 230000.0000 SHARES DUE 11/1/2017 0.0000 0.000000 - - - 258.46 - - - 11/01/2017 11/01/2017 11/01/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 7,293.1600 1.000000 - - - (7,293.16) 7,293.16 - - 11/01/2017 31846V203 INTEREST EARNED ON FIRST AM GOVT OB FD CL Y UNIT ON 0.0000 SHARES DUE 10/31/2017 INTEREST FROM 10/1/17 TO 10/31/17 0.0000 0.000000 - - - 476.92 - - - 11/01/2017 6055806F1 AMORTIZED PREMIUM ON MISSISSIPPI ST SER D 3.381% 11/01/18 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (928.50) - - 11/01/2017 6055806F1 INTEREST EARNED ON MISSISSIPPI ST SER D 3.381% 11/01/18 $1 PV ON 100000.0000 SHARES DUE 11/1/2017 0.0000 0.000000 - - - 1,690.50 - - - 11/01/2017 702282ND2 AMORTIZED PREMIUM ON PASADENA CA UNIF 1.861% 11/01/18 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (299.92) - - 11/01/2017 702282ND2 INTEREST EARNED ON PASADENA CA UNIF 1.861% 11/01/18 $1 PV ON 250000.0000 SHARES DUE 11/1/2017 0.0000 0.000000 - - - 2,326.25 - - - 11/02/2017 11/02/2017 11/02/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 476.9200 1.000000 - - - (476.92) 476.92 - - 11/03/2017 13066YTY5 INTEREST EARNED ON CALIFORNIA ST DEPT 1.713% 5/01/21 $1 PV ON 108289.8800 SHARES DUE 11/1/2017 0.0000 0.000000 - - - 927.50 - - - 11/03/2017 13066YTY5 INTEREST EARNED ON CALIFORNIA ST DEPT 1.713% 5/01/21 $1 PV ON 942.1500 SHARES DUE 11/1/2017 INCORRECT POSTING 0.0000 0.000000 - - - (942.15) - - - 11/03/2017 11/03/2017 11/03/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 1,625.0000 1.000000 - - - (1,625.00) 1,625.00 - - 11/03/2017 11/03/2017 11/03/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -14.6500 1.000000 - - - 14.65 (14.65) - - 11/03/2017 594918BF0 AMORTIZED PREMIUM ON MICROSOFT CORP 1.300% 11/03/18 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (303.55) - - 11/03/2017 594918BF0 INTEREST EARNED ON MICROSOFT CORP 1.300% 11/03/18 $1 PV ON 250000.0000 SHARES DUE 11/3/2017 0.0000 0.000000 - - - 1,625.00 - - - 11/06/2017 3133EHXH1 INTEREST EARNED ON F F C B 1.31778% 9/06/22 $1 PV ON 260000.0000 SHARES DUE 11/6/2017 0.0000 0.000000 - - - 295.04 - - - 11/06/2017 11/06/2017 11/06/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 295.0400 1.000000 - - - (295.04) 295.04 - - 11/10/2017 11/10/2017 11/10/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -249,732.5000 1.000000 - - - 249,732.50 (249,732.50) - - 11/10/2017 11/08/2017 11/10/2017 478160CH5 PURCHASED PAR VALUE OF JOHNSON JOHNSON 1.950% 11/10/20 /J.P. MORGAN SECURITIES LLC/250,000 PAR VALUE AT 99.893 %250,000.0000 0.998930 - - - (249,732.50) 249,732.50 - - 11/13/2017 037833CS7 INTEREST EARNED ON APPLE INC 1.800% 5/11/20 $1 PV ON 485000.0000 SHARES DUE 11/11/2017 0.0000 0.000000 - - - 4,365.00 - - - 11/13/2017 3133EHRD7 INTEREST EARNED ON F F C B DEB 1.31889% 7/13/22 $1 PV ON 310000.0000 SHARES DUE 11/13/2017 0.0000 0.000000 - - - 352.07 - - - 11/13/2017 11/13/2017 11/13/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 4,717.0700 1.000000 - - - (4,717.07) 4,717.07 - - 11/15/2017 02582JHG8 INTEREST EARNED ON AMERICAN EXPRESS 1.640% 12/15/21 $1 PV ON 574.0000 SHARES DUE 11/15/2017 $0.00137/PV ON 420,000.00 PV DUE 11/15/17 0.0000 0.000000 - - - 574.00 - - - 11/15/2017 06406HBM0 AMORTIZED PREMIUM ON BANK NY MELLON MTN 5.450% 5/15/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (3,331.91) - - 11/15/2017 06406HBM0 INTEREST EARNED ON BANK NY MELLON MTN 5.450% 5/15/19 $1 PV ON 242000.0000 SHARES DUE 11/15/2017 0.0000 0.000000 - - - 6,594.50 - - - 11/15/2017 161571HC1 AMORTIZED PREMIUM ON CHASE ISSUANCE TRUST 1.370% 6/15/21 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (15.34) - - 11/15/2017 161571HC1 INTEREST EARNED ON CHASE ISSUANCE TRUST 1.370% 6/15/21 $1 PV ON 856.2500 SHARES DUE 11/15/2017 $0.00114/PV ON 750,000.00 PV DUE 11/15/17 0.0000 0.000000 - - - 856.25 - - - 11/15/2017 166764AN0 INTEREST EARNED ON CHEVRON CORP 2.193% 11/15/19 $1 PV ON 500000.0000 SHARES DUE 11/15/2017 0.0000 0.000000 - - - 5,482.50 - - - 11/15/2017 166764AN0 AMORTIZED PREMIUM ON CHEVRON CORP 2.193% 11/15/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (776.19) - - 11/15/2017 11/15/2017 166764AU4 PAID ACCRUED INTEREST ON PURCHASE OF CHEVRON CORP 6.03685% 3/03/22 0.0000 0.000000 - - - (1,822.12) - - - 11/15/2017 11/13/2017 11/15/2017 166764AU4 PURCHASED PAR VALUE OF CHEVRON CORP 6.03685% 3/03/22 /MLPFS INC/FIXED INCOME/500,000 PAR VALUE AT 101.0668 %500,000.0000 1.010668 - - - (505,334.00) 505,334.00 - - 11/15/2017 11/15/2017 166764BA7 RECEIVED ACCRUED INTEREST ON SALE OF CHEVRON CORP 1.790% 11/16/18 0.0000 0.000000 - - - 2,225.07 - - - 11/15/2017 11/13/2017 11/15/2017 166764BA7 SOLD PAR VALUE OF CHEVRON CORP 1.790% 11/16/18 /MARKETAXESS CORP/250,000 PAR VALUE AT 100.031 %-250,000.0000 1.000310 - - - 250,077.50 (251,218.96) - (1,141.46) 56 Page 34 of 38 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM Transaction Date Trade Date Settlement Date CUSIP Description Units Price Commissions SEC Fees Miscellaneous Fees Net Cash Amount Federal Tax Cost Amount Short Term Gain/Loss Amount Long Term Gain/Loss Amount Payden & Rygel Operating Portfolio Transaction Report Quarter ended December 31, 2017 11/15/2017 166764BA7 AMORTIZED PREMIUM ON CHEVRON CORP 1.790% 11/16/18 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (598.26) - - 11/15/2017 11/15/2017 30231GAL6 RECEIVED ACCRUED INTEREST ON SALE OF EXXON MOBIL 1.305% 3/06/18 0.0000 0.000000 - - - 1,150.57 - - - 11/15/2017 11/13/2017 11/15/2017 30231GAL6 SOLD PAR VALUE OF EXXON MOBIL 1.305% 3/06/18 /MARKETAXESS CORP/460,000 PAR VALUE AT 99.937 %-460,000.0000 0.999370 - - - 459,710.20 (460,000.00) - (289.80) 11/15/2017 11/15/2017 30231GAU6 RECEIVED ACCRUED INTEREST ON SALE OF EXXON MOBIL 1.439% 3/01/18 0.0000 0.000000 - - - 118.32 - - - 11/15/2017 11/13/2017 11/15/2017 30231GAU6 SOLD PAR VALUE OF EXXON MOBIL 1.439% 3/01/18 /WELLS FARGO SECURITIES, LLC/XOTC 40,000 PAR VALUE AT 100.001 %-40,000.0000 1.000010 - - - 40,000.40 (40,000.00) - 0.40 11/15/2017 11/14/2017 11/15/2017 3137EAEK1 PURCHASED PAR VALUE OF F H L M C M T N 1.875% 11/17/20 /CITIGROUP GLOBAL MARKETS INC./550,000 PAR VALUE AT 99.904 %550,000.0000 0.999040 - - - (549,472.00) 549,472.00 - - 11/15/2017 11/15/2017 11/15/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -153,174.5800 1.000000 - - - 153,174.58 (153,174.58) - - 11/15/2017 11/15/2017 11/15/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 458,941.6400 1.000000 - - - (458,941.64) 458,941.64 - - 11/15/2017 47787XAC1 INTEREST EARNED ON JOHN DEERE OWNER 1.780% 4/15/21 $1 PV ON 310000.0000 SHARES DUE 11/15/2017 0.0000 0.000000 - - - 459.83 - - - 11/15/2017 11/15/2017 48125LRJ3 PAID ACCRUED INTEREST ON PURCHASE OF JP MORGAN MTN 1.87944% 9/23/19 0.0000 0.000000 - - - (1,358.82) - - - 11/15/2017 11/13/2017 11/15/2017 48125LRJ3 PURCHASED PAR VALUE OF JP MORGAN MTN 1.87944% 9/23/19 /JP MORGAN CHASE BANK/HSBCSI/500,000 PAR VALUE AT 100.796 %500,000.0000 1.007960 - - - (503,980.00) 503,980.00 - - 11/15/2017 544445AY5 INTEREST EARNED ON LOS ANGELES CA DEPT 1.750% 5/15/19 $1 PV ON 100000.0000 SHARES DUE 11/15/2017 0.0000 0.000000 - - - 875.00 - - - 11/15/2017 58769DAD2 INTEREST EARNED ON MERCEDES BENZ AUTO 1.790% 4/15/20 $1 PV ON 370000.0000 SHARES DUE 11/15/2017 0.0000 0.000000 - - - 551.92 - - - 11/15/2017 11/15/2017 594918BF0 RECEIVED ACCRUED INTEREST ON SALE OF MICROSOFT CORP 1.300% 11/03/18 0.0000 0.000000 - - - 108.33 - - - 11/15/2017 11/13/2017 11/15/2017 594918BF0 SOLD PAR VALUE OF MICROSOFT CORP 1.300% 11/03/18 /WELLS FARGO SECURITIES, LLC/XOTC 250,000 PAR VALUE AT 99.646 %-250,000.0000 0.996460 - - - 249,115.00 (250,592.31) - (1,477.31) 11/15/2017 594918BF0 AMORTIZED PREMIUM ON MICROSOFT CORP 1.300% 11/03/18 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (20.35) - - 11/15/2017 65479BAD2 INTEREST EARNED ON NISSAN AUTO LEASE 2.050% 9/15/20 $1 PV ON 220000.0000 SHARES DUE 11/15/2017 0.0000 0.000000 - - - 375.83 - - - 11/15/2017 717081DL4 AMORTIZED PREMIUM ON PFIZER INC 2.100% 5/15/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (537.72) - - 11/15/2017 717081DL4 INTEREST EARNED ON PFIZER INC 2.100% 5/15/19 $1 PV ON 250000.0000 SHARES DUE 11/15/2017 0.0000 0.000000 - - - 2,625.00 - - - 11/15/2017 80284TAF2 INTEREST EARNED ON SANTANDER DRIVE 1.770% 9/15/20 $1 PV ON 162.2500 SHARES DUE 11/15/2017 $0.00148/PV ON 110,000.00 PV DUE 11/15/17 0.0000 0.000000 - - - 162.25 - - - 11/15/2017 89190BAD0 INTEREST EARNED ON TOYOTA AUTO 1.760% 7/15/21 $1 PV ON 520000.0000 SHARES DUE 11/15/2017 0.0000 0.000000 - - - 762.67 - - - 11/15/2017 11/15/2017 89236TAY1 RECEIVED ACCRUED INTEREST ON SALE OF TOYOTA MOTOR MTN 2.000% 10/24/18 0.0000 0.000000 - - - 396.67 - - - 11/15/2017 11/13/2017 11/15/2017 89236TAY1 SOLD PAR VALUE OF TOYOTA MOTOR MTN 2.000% 10/24/18 /SANTANDER INVESTMENT SECURITIE/340,000 PAR VALUE AT 100.202 %-340,000.0000 1.002020 - - - 340,686.80 (342,599.62) - (1,912.82) 11/15/2017 89236TAY1 AMORTIZED PREMIUM ON TOYOTA MOTOR MTN 2.000% 10/24/18 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (160.85) - - 11/15/2017 89238MAD0 INTEREST EARNED ON TOYOTA AUTO 1.730% 2/16/21 $1 PV ON 542.0700 SHARES DUE 11/15/2017 $0.00144/PV ON 376,000.00 PV DUE 11/15/17 0.0000 0.000000 - - - 542.07 - - - 11/15/2017 90290AAC1 INTEREST EARNED ON USAA AUTO OWNER 1.700% 5/17/21 $1 PV ON 140000.0000 SHARES DUE 11/15/2017 0.0000 0.000000 - - - 198.33 - - - 11/15/2017 11/15/2017 9128282Q2 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 1.500% 8/15/20 0.0000 0.000000 - - - 2,062.50 - - - 11/15/2017 11/14/2017 11/15/2017 9128282Q2 SOLD PAR VALUE OF U S TREASURY NT 1.500% 8/15/20 /NOMURA SECURITIES INTL., FIXED/550,000 PAR VALUE AT 99.238281 %-550,000.0000 0.992383 - - - 545,810.55 (549,662.54) (3,851.99) - 11/15/2017 11/15/2017 9128282V1 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 1.375% 9/15/20 0.0000 0.000000 - - - 695.10 - - - 11/15/2017 11/14/2017 11/15/2017 9128282V1 SOLD PAR VALUE OF U S TREASURY NT 1.375% 9/15/20 /RBS SECURITIES INC./300,000 PAR VALUE AT 98.90982 %-300,000.0000 0.989098 - - - 296,729.46 (298,936.40) (2,206.94) - 11/15/2017 11/15/2017 9128282V1 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 1.375% 9/15/20 0.0000 0.000000 - - - 370.72 - - - 11/15/2017 11/14/2017 11/15/2017 9128282V1 SOLD PAR VALUE OF U S TREASURY NT 1.375% 9/15/20 /HSBC SECURITIES, INC./160,000 PAR VALUE AT 98.909819 %-160,000.0000 0.989098 - - - 158,255.71 (159,698.73) (1,443.02) - 11/15/2017 91412GD36 INTEREST EARNED ON UNIV OF CA 1.169% 5/15/19 $1 PV ON 140000.0000 SHARES DUE 11/15/2017 0.0000 0.000000 - - - 818.30 - - - 11/15/2017 91412GPZ2 AMORTIZED PREMIUM ON UNIV OF CA 1.296% 5/15/18 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (328.24) - - 11/15/2017 91412GPZ2 INTEREST EARNED ON UNIV OF CA 1.296% 5/15/18 $1 PV ON 250000.0000 SHARES DUE 11/15/2017 0.0000 0.000000 - - - 1,620.00 - - - 11/15/2017 91412GS71 INTEREST EARNED ON UNIVERSITY OF CA 1.610% 5/15/19 $1 PV ON 25000.0000 SHARES DUE 11/15/2017 0.0000 0.000000 - - - 197.90 - - - 11/15/2017 91412GWU5 INTEREST EARNED ON UNIV CALIFORNIA CA 1.418% 5/15/18 $1 PV ON 250000.0000 SHARES DUE 11/15/2017 0.0000 0.000000 - - - 1,772.50 - - - 11/15/2017 91412GWV3 INTEREST EARNED ON UNIV OF CA 2.003% 5/15/19 $1 PV ON 250000.0000 SHARES DUE 11/15/2017 0.0000 0.000000 - - - 2,503.75 - - - 11/15/2017 11/15/2017 94988J5J2 PAID ACCRUED INTEREST ON PURCHASE OF WELLS FARGO MTN 1.8725% 12/06/19 0.0000 0.000000 - - - (1,911.50) - - - 11/15/2017 11/13/2017 11/15/2017 94988J5J2 PURCHASED PAR VALUE OF WELLS FARGO MTN 1.8725% 12/06/19 /WELLS FARGO SECURITIES, LLC/500,000 PAR VALUE AT 100.968 %500,000.0000 1.009680 - - - (504,840.00) 504,840.00 - - 57 Page 35 of 38 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM Transaction Date Trade Date Settlement Date CUSIP Description Units Price Commissions SEC Fees Miscellaneous Fees Net Cash Amount Federal Tax Cost Amount Short Term Gain/Loss Amount Long Term Gain/Loss Amount Payden & Rygel Operating Portfolio Transaction Report Quarter ended December 31, 2017 11/16/2017 11/16/2017 11/16/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -898,203.1300 1.000000 - - - 898,203.13 (898,203.13) - - 11/16/2017 11/16/2017 9128282Q2 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 1.500% 8/15/20 0.0000 0.000000 - - - 796.06 - - - 11/16/2017 11/09/2017 11/16/2017 9128282Q2 SOLD PAR VALUE OF U S TREASURY NT 1.500% 8/15/20 /RBS SECURITIES INC./210,000 PAR VALUE AT 99.402343 %-210,000.0000 0.994023 - - - 208,744.92 (209,871.15) (1,126.23) - 11/16/2017 11/16/2017 912828F62 PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 1.500% 10/31/19 0.0000 0.000000 - - - (735.91) - - - 11/16/2017 11/09/2017 11/16/2017 912828F62 PURCHASED PAR VALUE OF U S TREASURY NT 1.500% 10/31/19 /BMO CAPITAL MARKETS CORP/BONDS/1,110,000 PAR VALUE AT 99.73046847 %1,110,000.0000 0.997305 - - - (1,107,008.20) 1,107,008.20 - - 11/20/2017 05584PAD9 INTEREST EARNED ON BMW VEHICLE LEASE 2.070% 10/20/20 $1 PV ON 149.3000 SHARES DUE 11/20/2017 $0.00149/PV ON 100,000.00 PV DUE 11/20/17 0.0000 0.000000 - - - 149.30 - - - 11/20/2017 11/20/2017 11/20/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 373.0500 1.000000 - - - (373.05) 373.05 - - 11/20/2017 43814PAC4 INTEREST EARNED ON HONDA AUTO 1.790% 9/20/21 $1 PV ON 150000.0000 SHARES DUE 11/18/2017 0.0000 0.000000 - - - 223.75 - - - 11/24/2017 05584PAD9 INTEREST EARNED ON BMW VEHICLE LEASE 2.070% 10/20/20 $1 PV ON 100000.0000 SHARES DUE 11/20/2017 0.0000 0.000000 - - - 143.75 - - - 11/24/2017 05584PAD9 INTEREST EARNED ON BMW VEHICLE LEASE 2.070% 10/20/20 $1 PV ON 149.3000 SHARES DUE 11/20/2017 0.0000 0.000000 - - - (149.30) - - - 11/24/2017 3133EHVR1 INTEREST EARNED ON F F C B DEB 1.24788% 8/24/20 $1 PV ON 130000.0000 SHARES DUE 11/24/2017 0.0000 0.000000 - - - 139.69 - - - 11/24/2017 11/24/2017 11/24/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 4,558.4400 1.000000 - - - (4,558.44) 4,558.44 - - 11/24/2017 11/24/2017 11/24/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -5.5500 1.000000 - - - 5.55 (5.55) - - 11/24/2017 94988J5D5 INTEREST EARNED ON WELLS FARGO BANK MTN 1.750% 5/24/19 $1 PV ON 505000.0000 SHARES DUE 11/24/2017 0.0000 0.000000 - - - 4,418.75 - - - 11/27/2017 TRUST FEES COLLECTED CHARGED FOR PERIOD 10/01/2017 THRU 10/31/2017 COLLECTED BY DISBURSEMENT 0.0000 0.000000 - - - (531.15) - - - 11/27/2017 05582QAD9 INTEREST EARNED ON BMW VEHICLE OWNER 1.160% 11/25/20 $1 PV ON 439.8300 SHARES DUE 11/25/2017 $0.00097/PV ON 455,000.00 PV DUE 11/25/17 0.0000 0.000000 - - - 439.83 - - - 11/27/2017 3133EHRZ8 INTEREST EARNED ON F F C B 1.23788% 6/25/20 $1 PV ON 510000.0000 SHARES DUE 11/25/2017 0.0000 0.000000 - - - 543.64 - - - 11/27/2017 11/25/2017 11/27/2017 3136AMTM1 PAID DOWN PAR VALUE OF F N M A GTD REMIC 1.186% 9/25/18 -1,999.0000 48.089840 - - - 1,999.00 (1,998.49) - 0.51 11/27/2017 3136AMTM1 INTEREST EARNED ON F N M A GTD REMIC 1.186% 9/25/18 $1 PV ON 200.6300 SHARES DUE 11/25/2017 $0.00125/PV ON 160,988.95 PV DUE 11/25/17 0.0000 0.000000 - - - 200.63 - - - 11/27/2017 11/25/2017 11/27/2017 3137BNN26 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 1.780% 7/25/19 -94.9100 1,012.871036 - - - 94.91 (95.40) - (0.49) 11/27/2017 3137BNN26 AMORTIZED PREMIUM ON F H L M C MLTCL MTG 1.780% 7/25/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (14.97) - - 11/27/2017 3137BNN26 INTEREST EARNED ON F H L M C MLTCL MTG 1.780% 7/25/19 $1 PV ON 84.9700 SHARES DUE 11/25/2017 $0.00148/PV ON 57,281.71 PV DUE 11/25/17 0.0000 0.000000 - - - 84.97 - - - 11/27/2017 11/25/2017 11/27/2017 3137BPCF4 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 1.376% 10/25/20 -854.9200 112.445129 - - - 854.92 (854.91) - 0.01 11/27/2017 3137BPCF4 INTEREST EARNED ON F H L M C MLTCL MTG 1.376% 10/25/20 $1 PV ON 320.5300 SHARES DUE 11/25/2017 $0.00115/PV ON 279,533.62 PV DUE 11/25/17 0.0000 0.000000 - - - 320.53 - - - 11/27/2017 11/27/2017 11/27/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 4,007.2800 1.000000 - - - (4,007.28) 4,007.28 - - 11/28/2017 3130ABF92 INTEREST EARNED ON F H L B 1.375% 5/28/19 $1 PV ON 730000.0000 SHARES DUE 11/28/2017 0.0000 0.000000 - - - 5,464.86 - - - 11/28/2017 11/28/2017 11/28/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 5,464.8600 1.000000 - - - (5,464.86) 5,464.86 - - 11/30/2017 191216BV1 INTEREST EARNED ON COCA COLA CO 1.375% 5/30/19 $1 PV ON 250000.0000 SHARES DUE 11/30/2017 0.0000 0.000000 - - - 1,718.75 - - - 11/30/2017 11/30/2017 11/30/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -294,963.2500 1.000000 - - - 294,963.25 (294,963.25) - - 11/30/2017 11/10/2017 11/30/2017 79770GGM2 PURCHASED PAR VALUE OF SAN FRANCISCO CITY 2.000% 8/01/20 /PERSHING LLC/300,000 PAR VALUE AT 99.869 %300,000.0000 0.998690 - - - (299,607.00) 299,607.00 - - 11/30/2017 912828U40 INTEREST EARNED ON U S TREASURY NT 1.000% 11/30/18 $1 PV ON 585000.0000 SHARES DUE 11/30/2017 0.0000 0.000000 - - - 2,925.00 - - - 12/01/2017 3133EHTJ2 INTEREST EARNED ON F F C B DEB 1.31214% 8/01/22 $1 PV ON 230000.0000 SHARES DUE 12/1/2017 0.0000 0.000000 - - - 251.49 - - - 12/01/2017 31846V203 INTEREST EARNED ON FIRST AM GOVT OB FD CL Y UNIT ON 0.0000 SHARES DUE 11/30/2017 INTEREST FROM 11/1/17 TO 11/30/17 0.0000 0.000000 - - - 413.24 - - - 12/01/2017 12/01/2017 12/01/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 25,948.8700 1.000000 - - - (25,948.87) 25,948.87 - - 12/01/2017 12/01/2017 12/01/2017 54473ERP1 MATURED PAR VALUE OF LOS ANGELES CNTY CA 1.507% 12/01/17 25,000 PAR VALUE AT 100 %-25,000.0000 1.000000 - - - 25,000.00 (25,000.00) - - 12/01/2017 54473ERP1 INTEREST EARNED ON LOS ANGELES CNTY CA 1.507% 12/01/17 $1 PV ON 25000.0000 SHARES DUE 12/1/2017 0.0000 0.000000 - - - 188.38 - - - 12/01/2017 54473ERQ9 INTEREST EARNED ON LOS ANGELES CNTY CA 2.036% 12/01/18 $1 PV ON 50000.0000 SHARES DUE 12/1/2017 0.0000 0.000000 - - - 509.00 - - - 12/04/2017 166764AU4 AMORTIZED PREMIUM ON CHEVRON CORP 1.84778% 3/03/22 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (57.62) - - 12/04/2017 166764AU4 INTEREST EARNED ON CHEVRON CORP 1.84778% 3/03/22 $1 PV ON 500000.0000 SHARES DUE 12/3/2017 0.0000 0.000000 - - - 2,309.73 - - - 12/04/2017 12/04/2017 12/04/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 4,535.4700 1.000000 - - - (4,535.47) 4,535.47 - - 12/04/2017 717081DU4 INTEREST EARNED ON PFIZER INC 1.450% 6/03/19 $1 PV ON 250000.0000 SHARES DUE 12/3/2017 0.0000 0.000000 - - - 1,812.50 - - - 12/06/2017 3133EHXH1 INTEREST EARNED ON F F C B 1.32212% 9/06/22 $1 PV ON 260000.0000 SHARES DUE 12/6/2017 0.0000 0.000000 - - - 286.46 - - - 12/06/2017 12/06/2017 12/06/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 2,771.4000 1.000000 - - - (2,771.40) 2,771.40 - - 12/06/2017 94988J5J2 AMORTIZED PREMIUM ON WELLS FARGO MTN 1.8725% 12/06/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (132.15) - - 58 Page 36 of 38 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM Transaction Date Trade Date Settlement Date CUSIP Description Units Price Commissions SEC Fees Miscellaneous Fees Net Cash Amount Federal Tax Cost Amount Short Term Gain/Loss Amount Long Term Gain/Loss Amount Payden & Rygel Operating Portfolio Transaction Report Quarter ended December 31, 2017 12/06/2017 94988J5J2 INTEREST EARNED ON WELLS FARGO MTN 1.8725% 12/06/19 $1 PV ON 500000.0000 SHARES DUE 12/6/2017 0.0000 0.000000 - - - 2,484.94 - - - 12/07/2017 12/07/2017 13063DDD7 PAID ACCRUED INTEREST ON PURCHASE OF CALIFORNIA ST 2.250% 10/01/19 0.0000 0.000000 - - - (679.06) - - - 12/07/2017 12/05/2017 12/07/2017 13063DDD7 PURCHASED PAR VALUE OF CALIFORNIA ST 2.250% 10/01/19 /WELLS FARGO BANK, N.A./SIG/265,000 PAR VALUE AT 100.491 %265,000.0000 1.004910 - - - (266,301.15) 266,301.15 - - 12/07/2017 12/07/2017 12/07/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 641,955.9800 1.000000 - - - (641,955.98) 641,955.98 - - 12/07/2017 12/07/2017 912828P95 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 1.000% 3/15/19 0.0000 0.000000 - - - 756.63 - - - 12/07/2017 12/06/2017 12/07/2017 912828P95 SOLD PAR VALUE OF U S TREASURY NT 1.000% 3/15/19 /HSBC SECURITIES, INC./330,000 PAR VALUE AT 99.069979 %-330,000.0000 0.990700 - - - 326,930.93 (330,116.56) - (3,185.63) 12/07/2017 912828P95 AMORTIZED PREMIUM ON U S TREASURY NT 1.000% 3/15/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (460.29) - - 12/07/2017 12/07/2017 912828U40 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 1.000% 11/30/18 0.0000 0.000000 - - - 112.50 - - - 12/07/2017 12/06/2017 12/07/2017 912828U40 SOLD PAR VALUE OF U S TREASURY NT 1.000% 11/30/18 /HSBC SECURITIES, INC./585,000 PAR VALUE AT 99.339509 %-585,000.0000 0.993395 - - - 581,136.13 (582,581.82) (1,445.69) - 12/11/2017 12/04/2017 12/11/2017 3133EH2J1 PURCHASED PAR VALUE OF F F C B 0.00001% 12/11/20 /WELLS FARGO SECURITIES, LLC/510,000 PAR VALUE AT 100 %510,000.0000 1.000000 - - - (510,000.00) 510,000.00 - - 12/11/2017 12/11/2017 12/11/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -510,000.0000 1.000000 - - - 510,000.00 (510,000.00) - - 12/13/2017 3133EHRD7 INTEREST EARNED ON F F C B DEB 1.32494% 7/13/22 $1 PV ON 310000.0000 SHARES DUE 12/13/2017 0.0000 0.000000 - - - 342.28 - - - 12/13/2017 3135G0K77 INTEREST EARNED ON F N M A DEB 1.250% 6/13/19 $1 PV ON 490000.0000 SHARES DUE 12/13/2017 0.0000 0.000000 - - - 3,062.50 - - - 12/13/2017 12/13/2017 12/13/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 3,404.7800 1.000000 - - - (3,404.78) 3,404.78 - - 12/14/2017 12/14/2017 3130AAE46 RECEIVED ACCRUED INTEREST ON SALE OF F H L B 1.250% 1/16/19 0.0000 0.000000 - - - 5,190.28 - - - 12/14/2017 12/13/2017 12/14/2017 3130AAE46 SOLD PAR VALUE OF F H L B 1.250% 1/16/19 /KEYBANC CAPITAL MARKETS INC/1,010,000 PAR VALUE AT 99.418 %-1,010,000.0000 0.994180 - - - 1,004,121.80 (1,009,959.60) - (5,837.80) 12/14/2017 12/14/2017 3137EAED7 RECEIVED ACCRUED INTEREST ON SALE OF F H L M C M T N 0.875% 10/12/18 0.0000 0.000000 - - - 2,275.49 - - - 12/14/2017 12/13/2017 12/14/2017 3137EAED7 SOLD PAR VALUE OF F H L M C M T N 0.875% 10/12/18 /CITIGROUP GLOBAL MARKETS INC./XOTC 1,510,000 PAR VALUE AT 99.31 %-1,510,000.0000 0.993100 - - - 1,499,581.00 (1,509,720.70) - (10,139.70) 12/14/2017 12/14/2017 12/14/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 165,712.2300 1.000000 - - - (165,712.23) 165,712.23 - - 12/14/2017 12/14/2017 12/14/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -282,050.9000 1.000000 - - - 282,050.90 (282,050.90) - - 12/14/2017 12/01/2017 12/14/2017 79876CBQ0 PURCHASED PAR VALUE OF SAN MARCOS CA REDEV 2.000% 10/01/20 /STIFEL, NICOLAUS & CO.,INC./110,000 PAR VALUE AT 99.324 %110,000.0000 0.993240 - - - (109,256.40) 109,256.40 - - 12/14/2017 12/14/2017 9128283H1 PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 1.625% 11/30/19 0.0000 0.000000 - - - (1,696.15) - - - 12/14/2017 12/13/2017 12/14/2017 9128283H1 PURCHASED PAR VALUE OF U S TREASURY NT 1.625% 11/30/19 /JP MORGAN CHASE BANK/HSBCSI/2,520,000 PAR VALUE AT 99.86328135 %2,520,000.0000 0.998633 - - - (2,516,554.69) 2,516,554.69 - - 12/15/2017 02582JHG8 INTEREST EARNED ON AMERICAN EXPRESS 1.640% 12/15/21 $1 PV ON 420000.0000 SHARES DUE 12/15/2017 0.0000 0.000000 - - - 574.00 - - - 12/15/2017 161571HC1 AMORTIZED PREMIUM ON CHASE ISSUANCE TRUST 1.370% 6/15/21 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (12.54) - - 12/15/2017 161571HC1 INTEREST EARNED ON CHASE ISSUANCE TRUST 1.370% 6/15/21 $1 PV ON 750000.0000 SHARES DUE 12/15/2017 0.0000 0.000000 - - - 856.25 - - - 12/15/2017 12/15/2017 3130ABMP8 RECEIVED ACCRUED INTEREST ON SALE OF F H L B DEB 1.133% 6/27/19 0.0000 0.000000 - - - 1,617.53 - - - 12/15/2017 12/14/2017 12/15/2017 3130ABMP8 SOLD PAR VALUE OF F H L B DEB 1.133% 6/27/19 /TORONTO DOMINION SECURITIES (U/630,000 PAR VALUE AT 99.9879 %-630,000.0000 0.999879 - - - 629,923.77 (629,928.50) (4.73) - 12/15/2017 12/15/2017 12/15/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 2,217.2400 1.000000 - - - (2,217.24) 2,217.24 - - 12/15/2017 12/15/2017 12/15/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 633,807.2100 1.000000 - - - (633,807.21) 633,807.21 - - 12/15/2017 47787XAC1 INTEREST EARNED ON JOHN DEERE OWNER 1.780% 4/15/21 $1 PV ON 459.8300 SHARES DUE 12/15/2017 $0.00148/PV ON 310,000.00 PV DUE 12/15/17 0.0000 0.000000 - - - 459.83 - - - 12/15/2017 58769DAD2 INTEREST EARNED ON MERCEDES BENZ AUTO 1.790% 4/15/20 $1 PV ON 551.9200 SHARES DUE 12/15/2017 $0.00149/PV ON 370,000.00 PV DUE 12/15/17 0.0000 0.000000 - - - 551.92 - - - 12/15/2017 65479BAD2 INTEREST EARNED ON NISSAN AUTO LEASE 2.050% 9/15/20 $1 PV ON 375.8300 SHARES DUE 12/15/2017 $0.00171/PV ON 220,000.00 PV DUE 12/15/17 0.0000 0.000000 - - - 375.83 - - - 12/15/2017 80284TAF2 INTEREST EARNED ON SANTANDER DRIVE 1.770% 9/15/20 $1 PV ON 162.2500 SHARES DUE 12/15/2017 $0.00148/PV ON 110,000.00 PV DUE 12/15/17 0.0000 0.000000 - - - 162.25 - - - 12/15/2017 89190BAD0 INTEREST EARNED ON TOYOTA AUTO 1.760% 7/15/21 $1 PV ON 762.6700 SHARES DUE 12/15/2017 $0.00147/PV ON 520,000.00 PV DUE 12/15/17 0.0000 0.000000 - - - 762.67 - - - 12/15/2017 89238MAD0 INTEREST EARNED ON TOYOTA AUTO 1.730% 2/16/21 $1 PV ON 542.0700 SHARES DUE 12/15/2017 $0.00144/PV ON 376,000.00 PV DUE 12/15/17 0.0000 0.000000 - - - 542.07 - - - 12/15/2017 90290AAC1 INTEREST EARNED ON USAA AUTO OWNER 1.700% 5/17/21 $1 PV ON 198.3300 SHARES DUE 12/15/2017 $0.00142/PV ON 140,000.00 PV DUE 12/15/17 0.0000 0.000000 - - - 198.33 - - - 12/18/2017 12/18/2017 12/18/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 223.7500 1.000000 - - - (223.75) 223.75 - - 12/18/2017 43814PAC4 INTEREST EARNED ON HONDA AUTO 1.790% 9/20/21 $1 PV ON 223.7500 SHARES DUE 12/18/2017 $0.00149/PV ON 150,000.00 PV DUE 12/18/17 0.0000 0.000000 - - - 223.75 - - - 12/20/2017 05584PAD9 INTEREST EARNED ON BMW VEHICLE LEASE 2.070% 10/20/20 $1 PV ON 172.5000 SHARES DUE 12/20/2017 $0.00173/PV ON 100,000.00 PV DUE 12/20/17 0.0000 0.000000 - - - 172.50 - - - 12/20/2017 12/20/2017 12/20/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 172.5000 1.000000 - - - (172.50) 172.50 - - 12/21/2017 12/21/2017 12/21/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -510,000.0000 1.000000 - - - 510,000.00 (510,000.00) - - 12/21/2017 12/08/2017 12/21/2017 798170AB2 PURCHASED PAR VALUE OF SAN JOSE CA 2.098% 8/01/19 /STIFEL, NICOLAUS & CO.,INC./320,000 PAR VALUE AT 100 %320,000.0000 1.000000 - - - (320,000.00) 320,000.00 - - 12/21/2017 12/08/2017 12/21/2017 798170AC0 PURCHASED PAR VALUE OF SAN JOSE CA REDEV 2.259% 8/01/20 /STIFEL, NICOLAUS & CO.,INC./190,000 PAR VALUE AT 100 %190,000.0000 1.000000 - - - (190,000.00) 190,000.00 - - 59 Page 37 of 38 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM Transaction Date Trade Date Settlement Date CUSIP Description Units Price Commissions SEC Fees Miscellaneous Fees Net Cash Amount Federal Tax Cost Amount Short Term Gain/Loss Amount Long Term Gain/Loss Amount Payden & Rygel Operating Portfolio Transaction Report Quarter ended December 31, 2017 12/26/2017 TRUST FEES COLLECTED CHARGED FOR PERIOD 11/01/2017 THRU 11/30/2017 COLLECTED BY DISBURSEMENT 0.0000 0.000000 - - - (530.25) - - - 12/26/2017 05582QAD9 INTEREST EARNED ON BMW VEHICLE OWNER 1.160% 11/25/20 $1 PV ON 439.8300 SHARES DUE 12/25/2017 $0.00097/PV ON 455,000.00 PV DUE 12/25/17 0.0000 0.000000 - - - 439.83 - - - 12/26/2017 3133EHRZ8 INTEREST EARNED ON F F C B 1.32862% 6/25/20 $1 PV ON 510000.0000 SHARES DUE 12/25/2017 0.0000 0.000000 - - - 564.66 - - - 12/26/2017 3133EHVR1 INTEREST EARNED ON F F C B DEB 1.3375% 8/24/20 $1 PV ON 130000.0000 SHARES DUE 12/24/2017 0.0000 0.000000 - - - 144.90 - - - 12/26/2017 12/25/2017 12/26/2017 3136AMTM1 PAID DOWN PAR VALUE OF F N M A GTD REMIC 1.186% 9/25/18 -26,792.2200 2.121096 - - - 26,792.22 (26,785.35) - 6.87 12/26/2017 3136AMTM1 INTEREST EARNED ON F N M A GTD REMIC 1.186% 9/25/18 $1 PV ON 191.8200 SHARES DUE 12/25/2017 $0.00121/PV ON 158,989.95 PV DUE 12/25/17 0.0000 0.000000 - - - 191.82 - - - 12/26/2017 12/25/2017 12/26/2017 3137BNN26 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 1.780% 7/25/19 -104.6500 543.037554 - - - 104.65 (105.16) - (0.51) 12/26/2017 3137BNN26 AMORTIZED PREMIUM ON F H L M C MLTCL MTG 1.780% 7/25/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (14.47) - - 12/26/2017 3137BNN26 INTEREST EARNED ON F H L M C MLTCL MTG 1.780% 7/25/19 $1 PV ON 84.8300 SHARES DUE 12/25/2017 $0.00148/PV ON 57,186.80 PV DUE 12/25/17 0.0000 0.000000 - - - 84.83 - - - 12/26/2017 12/25/2017 12/26/2017 3137BPCF4 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 1.376% 10/25/20 -60,106.6900 0.945467 - - - 60,106.69 (60,106.21) - 0.48 12/26/2017 3137BPCF4 INTEREST EARNED ON F H L M C MLTCL MTG 1.376% 10/25/20 $1 PV ON 319.5500 SHARES DUE 12/25/2017 $0.00115/PV ON 278,678.70 PV DUE 12/25/17 0.0000 0.000000 - - - 319.55 - - - 12/26/2017 12/26/2017 12/26/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 88,218.9000 1.000000 - - - (88,218.90) 88,218.90 - - 12/27/2017 3130ABMP8 INTEREST EARNED ON F H L B DEB 1.170% 6/27/19 $1 PV ON 770000.0000 SHARES DUE 12/27/2017 0.0000 0.000000 - - - 2,277.28 - - - 12/27/2017 12/27/2017 12/27/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 4,755.1200 1.000000 - - - (4,755.12) 4,755.12 - - 12/27/2017 48125LRJ3 AMORTIZED PREMIUM ON JP MORGAN MTN 1.91833% 9/23/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (243.56) - - 12/27/2017 48125LRJ3 INTEREST EARNED ON JP MORGAN MTN 1.91833% 9/23/19 $1 PV ON 500000.0000 SHARES DUE 12/27/2017 0.0000 0.000000 - - - 2,477.84 - - - 12/28/2017 12/28/2017 12/28/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -220,000.0000 1.000000 - - - 220,000.00 (220,000.00) - - 12/28/2017 12/15/2017 12/28/2017 797669XT0 PURCHASED PAR VALUE OF SAN FRANCISCO CA 21.690% 7/01/20 /BARCLAYS CAPITAL INC. FIXED IN/100,000 PAR VALUE AT 100 %100,000.0000 1.000000 - - - (100,000.00) 100,000.00 - - 12/28/2017 12/15/2017 12/28/2017 797669XU7 PURCHASED PAR VALUE OF SAN FRANCISCO CA 2.387% 7/01/21 /BARCLAYS CAPITAL INC. FIXED IN/120,000 PAR VALUE AT 100 %120,000.0000 1.000000 - - - (120,000.00) 120,000.00 - - 12/29/2017 053015AD5 AMORTIZED PREMIUM ON AUTOMATIC DATA 2.250% 9/15/20 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (599.66) - - 12/29/2017 06406FAA1 AMORTIZED PREMIUM ON BANK OF NY MTN 2.500% 4/15/21 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (600.78) - - 12/29/2017 06406HBM0 AMORTIZED PREMIUM ON BANK NY MELLON MTN 5.450% 5/15/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (1,091.52) - - 12/29/2017 13063BFS6 AMORTIZED PREMIUM ON CALIFORNIA ST BUILD 6.650% 3/01/22 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (5,080.84) - - 12/29/2017 13063DAB4 AMORTIZED PREMIUM ON CALIFORNIA ST HIGH 1.593% 4/01/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (5.55) - - 12/29/2017 13063DDD7 AMORTIZED PREMIUM ON CALIFORNIA ST 2.250% 10/01/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (47.32) - - 12/29/2017 13077CT38 AMORTIZED PREMIUM ON CALIFORNIA ST 1.982% 11/01/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (37.08) - - 12/29/2017 161571HC1 AMORTIZED PREMIUM ON CHASE ISSUANCE TRUST 1.370% 6/15/21 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (7.11) - - 12/29/2017 166764AN0 AMORTIZED PREMIUM ON CHEVRON CORP 2.193% 11/15/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (245.03) - - 12/29/2017 166764AU4 AMORTIZED PREMIUM ON CHEVRON CORP 1.84778% 3/03/22 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (97.74) - - 12/29/2017 17275RAE2 AMORTIZED PREMIUM ON CISCO SYSTEMS INC 4.950% 2/15/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (4,411.54) - - 12/29/2017 191216BT6 AMORTIZED PREMIUM ON COCA COLA CO THE 1.875% 10/27/20 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (15.34) - - 12/29/2017 30231GAD4 AMORTIZED PREMIUM ON EXXON MOBIL CORP 1.819% 3/15/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (64.80) - - 12/29/2017 3137BNN26 AMORTIZED PREMIUM ON F H L M C MLTCL MTG 1.780% 7/25/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (3.37) - - 12/29/2017 48125LRJ3 AMORTIZED PREMIUM ON JP MORGAN MTN 1.91833% 9/23/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (29.68) - - 12/29/2017 532457BF4 AMORTIZED PREMIUM ON ELI LILLY CO 1.950% 3/15/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (499.27) - - 12/29/2017 589331AN7 AMORTIZED PREMIUM ON MERCK CO INC 5.000% 6/30/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (8,035.19) - - 12/29/2017 6055806F1 AMORTIZED PREMIUM ON MISSISSIPPI ST SER D 3.381% 11/01/18 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (312.38) - - 12/29/2017 649791EJ5 AMORTIZED PREMIUM ON NEW YORK ST REF SER 3.600% 9/01/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (3,181.76) - - 12/29/2017 649791EV8 AMORTIZED PREMIUM ON NEW YORK ST SER B 3.600% 2/15/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (1,779.14) - - 12/29/2017 66989HAD0 AMORTIZED PREMIUM ON NOVARTIS CAPITAL 4.400% 4/24/20 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (2,162.32) - - 12/29/2017 68389XAQ8 AMORTIZED PREMIUM ON ORACLE CORP 2.375% 1/15/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (1,870.89) - - 60 Page 38 of 38 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM Transaction Date Trade Date Settlement Date CUSIP Description Units Price Commissions SEC Fees Miscellaneous Fees Net Cash Amount Federal Tax Cost Amount Short Term Gain/Loss Amount Long Term Gain/Loss Amount Payden & Rygel Operating Portfolio Transaction Report Quarter ended December 31, 2017 12/29/2017 702282ND2 AMORTIZED PREMIUM ON PASADENA CA UNIF 1.861% 11/01/18 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (102.51) - - 12/29/2017 717081DL4 AMORTIZED PREMIUM ON PFIZER INC 2.100% 5/15/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (139.98) - - 12/29/2017 857477AS2 AMORTIZED PREMIUM ON STATE STREET CORP 2.550% 8/18/20 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (621.28) - - 12/29/2017 882723UC1 AMORTIZED PREMIUM ON TEXAS ST REF WTR 2.036% 8/01/20 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (233.55) - - 12/29/2017 89236TDQ5 AMORTIZED PREMIUM ON TOYOTA MOTOR MTN 0.00001% 1/11/22 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (377.59) - - 12/29/2017 912828P95 AMORTIZED PREMIUM ON U S TREASURY NT 1.000% 3/15/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (129.80) - - 12/29/2017 91412GPZ2 AMORTIZED PREMIUM ON UNIV OF CA 1.296% 5/15/18 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (85.63) - - 12/29/2017 91412GSB2 AMORTIZED PREMIUM ON UNIV CALIFORNIA CA 1.796% 7/01/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (235.03) - - 12/29/2017 94988J5J2 AMORTIZED PREMIUM ON WELLS FARGO MTN 1.8725% 12/06/19 CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (168.57) - - Total - - - 0.00 59,179.79 (21,397.30) (50,154.39) 61 Logan Circle Partners, L.P.  25 Deforest Avenue Summit, NJ 07901  908-376-0550 SHORT DURATION FIXED INCOME January 22, 2018 Riverside County Transportation Commission ATTACHMENT 16 62 LCP Employees LCP Institutional Clients 1 Based on unaudited estimates and are subject to change. Fee paying assets under management as of 9/30/17 Assets by Client Type1 (Millions as of 9/30/2017) Corporate $15,428 Sub-Advisory $13,239 Public $3,445 Insurance $1,581 Other $3,234 TOTAL: $36,927 FIRM HIGHLIGHTS 75 Employees (as of 12/31/2017) Portfolio Management 10 Research 20 Trading 13 Risk Management / Portfolio Analytics 4 Client Services 13 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 $36.9 billion1 in total assets under management. The senior members of our Investment team have worked together on fixed income portfolios for 20 years. Suite of fixed income investment strategies includes broad coverage of both the risk spectrum (Enhanced Cash to High Yield) and the term structure (Short- Term to Long Duration). Business Structure MetLife Insurance Investment Management (MIM) Logan Circle Partners 63 GDP - The tax reform package’s tangible benefits will modestly nudge the pace of economic growth higher in 2018. Real GDP growth is not however expected to move much above the mid-2% range on a sustainable basis. Strong consumer spending, a key component of growth, looking less assured absent a meaningful pickup in wages given the drop in savings rate to pre-crisis lows. U.S. businesses and business fixed investment, prime beneficiaries of the tax reform package, needed to do much of the heavy lifting through a boost in spending to lift growth above our expected pace. Increased Federal government spending component will rise due to relief efforts and higher caps on discretionary spending. Inflation - Inflation data assume an even more prominent role in early 2018, as surprising strength could hasten a more aggressive Fed monetary policy response. Recent gauges of inflationary momentum have ticked higher, as have TIPS break-even yields, signaling the Fed’s 2% inflation target may be reached sooner than the market anticipates particularly in light of persistent dollar weakness. Tight labor market and increased corporate optimism are expected to put upward pressure on wages, which will feed into service inflation measures. Extension of OPEC agreement to limit oil supply through year-end 2018 should support energy prices and, in turn, higher headline inflation. Consumer - Solid consumer spending has been supported by a strong labor market and positive wealth effects from rising home prices and strength in financial asset prices, which also serve to bolster consumer confidence measures. The tax reform package will reduce taxes for many households but the biggest benefits will be realized by those at the top end of the income spectrum. Decline in savings rate and persistent growth in household debt bear watching over the medium term as do spending patterns of consumers at various income levels. Business - Corporations are expected to continue to post additional quarters of solid top-line and earnings growth against a backdrop of improving economic growth and positive sentiment stemming from the tax reform package. Consequently, credit metrics for many issuers are likely to improve further. Immediate expensing of capital expenditures beginning in 2018 should cause the trajectory of business fixed investment growth to move higher. Earnings in certain sub-sectors such as Banking, Telecommunications and Energy are expected to benefit more than others, although large, one-time write-downs of deferred tax assets may skew reported results. Select industries will continue to benefit from the Trump Administration’s regulatory rollback efforts. U.S. Monetary Policy - As in 2017, the Fed’s dot plot projections forecast three quarter-point hikes in the federal-funds rate in 2018. By contrast, market expectations are pricing in two rate hikes over the next year. The Federal Reserve’s plan to shrink its balance sheet through scaling back its reinvestment of Treasury and mortgage-backed maturities also ratchets higher in 2018. Powell assumes his Fed Chairman role in February and the FOMC’s voter composition tilts in a more hawkish direction. With early signs of wage pressures building, a pro-cyclical tax reform plan going into effect, and inflation risks skewed to the upside, the potential for a more aggressive Fed, e.g. four rate hikes, represents a risk underappreciated by the market. Central Banks / International - Adverse geopolitical developments in 2018 could serve to escalate financial market volatility, which remains historically low. Impact of Brexit unclear at this stage while political landscapes in several major EU countries remain unsettled. Select central banks remain determined to move away from the post-financial crisis era of extraordinary monetary policy accommodation. Elevated tensions in the Middle East and Asia, however, have the potential to upset markets and produce a temporary pause in central bank tightening efforts. To the extent commodity prices surprise to the upside or inflation targets are reached earlier than markets anticipate, central banks could step up the pace of monetary policy normalization. Employment - The unemployment rate is expected to continue to decline unless we see a surge in the labor force participation rate or an economic shock. A further drop in the unemployment rate from its current level can be expected to translate into higher wages given the shallow pool of qualified workers. The seasonally-adjusted U.S. Quits Rate having reached post-recession highs, indicative of employee confidence in finding another job, is another barometer of labor market strength. Residential / Commercial Real Estate - The new tax law introduces some headwinds for home prices but low levels of inventory, loosened mortgage underwriting standards and an improving economy continue to support mid-single digit price gains. Signs of overvaluation persist in certain MSAs but mortgage delinquencies remain low for recent vintage loans. Despite low mortgage rates, affordability is increasingly challenging for first-time home buyers due to rising prices, exacerbated by limited supply. With home builder confidence very high, new home construction and sales volumes continue to remain strong. Low levels of single-family housing inventory continue to support rental housing. Retail weakness creates headwinds for mall properties and vacancies trend higher for both hotel and office properties. The views presented above are Logan Circle's and are subject to change over time. There can be no assurance that the views expressed above will prove accurate and should not be relied upon as a reliable indicator of future events. MARKET REVIEW Outlook and Current Themes 64 PORTFOLIO REVIEW – Debt Reserve Fund Portfolio Performance1 4Q 2017 2017 Since Inception (8/1/2013) Total Debt Service Fund (Gross of Fees) -0.28% 1.63% 2.14% Total Debt Service Fund (Net of Fees) -0.31% 1.54% 2.05% ICE BofAML U.S. Treasury Index 3-7 Year -0.56% 1.26% 1.64% Past Performance is not indicative of future results. Performance returns for periods greater than one year are annualized. The performance benchmark shown for the Riverside County Debt Reserve Fund is the ICE BofAML US Treasury 3-7 Year, which is a broad-based index consisting of U.S. Treasury securities with an outstanding par greater or equal to $25 million and a maturity range from three to seven years, inclusive, reflecting total return. Asset Allocation Portfolio Characteristics 4 As of December 31, 2017 Actual Portfolio Yield to Maturity 2.35% Duration 4.13 Years Average Quality (Moody’s) Aaa Agency 11% RMBS 6% CMBS 35% Treasury 47% Money Markets 1% As of September 30, 2017 Actual Portfolio Yield to Maturity 2.11% Duration 4.13 Years Average Quality (Moody’s) Aaa Agency 11% RMBS 6% CMBS 36% Treasury 47% 65 PORTFOLIO REVIEW – 2017 Toll Revenue I-15 Project Fund 1Past performance is not indicative of future results. The Since Inception performance returns of the portfolio is as of the first full month following the funding date. The performance benchmark shown for the Riverside County I15 Express Lanes 2017 Toll Revenue Project Portfolio is the ICE BofAML 0-2 Year U.S. Treasury Index, which is a broad-based index consisting of U.S. Treasury securities with an outstanding par greater than or equal to $250 million and a maturity range from zero to two years, reflecting total return. Portfolio Performance1 4Q 2017 Since Inception (8/1/2017) 2017 Toll Revenue I-15 Project Fund (Gross of Fees) 0.22% 0.43% 2017 Toll Revenue I-15 Project Fund (Net of Fees) 0.20% 0.39% ICE BofAML U.S. Treasury Index 0-2 Year 0.02% 0.14% Asset Allocation Portfolio Characteristics 5 As of September 30, 2017 Actual Portfolio Yield to Maturity 1.41% Duration 0.59 Years Average Quality (Moody’s) A1 Corporate 29% Municipal 1% ABS 9% Treasury 10% CP 28% CD 23% As of December 31, 2017 Actual Portfolio Yield to Maturity 1.71% Duration 0.61 Years Average Quality (Moody’s) Aa3 Corporate 39% Municipal 4% CMBS 2% ABS 15% Treasury 7% CP 13% CD 13% Discount Notes 7% 66 PORTFOLIO REVIEW – I-15 Express Lanes Sales Tax Revenue Fund 1Past performance is not indicative of future results. The Since Inception performance return is as of the first full month following the funding date. The performance benchmark shown for the Riverside County I15 Express Lanes Project Sales Tax Revenue Portfolio is the ICE BofAML 0-2 Year U.S. Treasury Index, which is a broad-based index consisting of U.S. Treasury securities with an outstanding par greater than or equal to $250 million and a maturity range from zero to two years, reflecting total return. Portfolio Performance1 4Q 2017 Since Inception (8/1/2017) I-15 Express Lanes Sales Tax Revenue Fund (Gross of Fees) 0.24% 0.49% I-15 Express Lanes Sales Tax Revenue Fund (Net of Fees) 0.21% 0.45% ICE BofAML U.S. Treasury Index 0-2 Year 0.02% 0.14% Asset Allocation Portfolio Characteristics 6 As of September 30, 2017 Actual Portfolio Yield to Maturity 1.50% Duration 0.51 Years Average Quality (Moody’s) Aa3 Corporate 35% Municipal 3% RMBS 4% CMBS 3% ABS 20% CP 18% CD 17% As of December 31, 2017 Actual Portfolio Yield to Maturity 1.92% Duration 0.59 Years Average Quality (Moody’s) Aa3 Corporate 51% Municipal 4% ABS 34% CP 8% CD 3% 67 PORTFOLIO REVIEW – 2017 Toll Revenue I-15 Ramp Up Reserve 1Past performance is not indicative of future results. Inception date 12/5/17. The performance benchmark shown for the Riverside County I15 Express Lanes Toll Revenue Reserve Portfolio is the ICE BofAML 1-3 Year U.S. Treasury Index, which is a broad-based index consisting of U.S. Treasury securities with an outstanding par greater than or equal to $250 million and a maturity range from one to three years, reflecting total return. Asset Allocation Portfolio Characteristics 7 As of December 31, 2017 Actual Portfolio Yield to Maturity 1.64% Duration 0.54 Years Average Quality (Moody’s) Aaa RMBS 24% CMBS 23% Treasury 53% 68 RCTC PORTFOLIOS 2013 SR 91 Project Funds Portfolio Market Value (7/3/2013) Net Flows Market Value (12/31/2017) Change in Market Value Construction (Sales Tax) $332,687,595 ($334,894,805) - +$2,207,210 Construction (Toll Revenue) $122,120,571 ($122,810,850) - +$690,279 Total Construction Funds $454,808,167 ($457,705,654) - +$2,897,489 Portfolio Market Value (7/3/2013) Net Flows Market Value (12/31/2017) Change in Market Value Capitalized Interest (Sales Tax) $103,683,353 ($106,840,463) - +$3,157,110 Capitalized Interest (Toll Revenue) $31,416,498 ($32,491,024) - +$1,074,526 Total Capitalized Interest Funds $135,099,851 ($139,331,487) - +$4,231,636 Portfolio Market Value (7/3/2013) Net Flows Market Value (12/31/2017) Change in Market Value Debt Service Reserve Fund $17,667,869 ($1,658,408) $17,741,850 +$1,734,798 8 Portfolio Market Value (6/10/2015) Net Flows Market Value (12/31/2017) Change in Market Value Equity Contribution $32,793,399 ($34,123,338) - +$1,329,939 69 RCTC PORTFOLIOS 9 Portfolio Beginning Market Value (7/24/2017) Net Flows Market Value (12/31/2017) Change in Market Value 2017 Toll Revenue I-15 Project Fund $98,562,718 ($8,553,713) $90,452,255 +$443,250 I-15 Express 2017 Project Sales Tax Revenue $56,043,134 ($26,171,808) $30,142,525 +$271,199 Beginning Market Value (12/5/2017) 2017 Toll Revenue I-15 Ramp Up Reserve $7,723,487 - $7,789,318 +$7,812 Total Project $154,605,852 ($34,725,521) $128,384,098 +$722,262 2017 I-15 Project and 91 Residual Funds Portfolio Beginning Market Value (1/16/2018) 2013 SR-91 Project Residual Fund $3,292,782 70 DISCLAIMERS 10 In general. This disclaimer applies to this document and the verbal or written comments of any person presenting it. This document, taken together with any such verbal or written comments, is referred to herein as the “Presentation.” Logan Circle Partners, L.P., a MetLife, Inc. company, is referred to herein as “Logan Circle” and is part of MetLife, Inc.’s institutional investment management business. No offer to purchase or sell securities. This Presentation is being provided to you, at your specific request. This Presentation does not constitute an offer to sell or a solicitation of an offer to buy any security and may not be relied upon in connection with the purchase or sale of any security. Projections. Projections contained in this Presentation are based on a variety of estimates and assumptions by Logan Circle, including, among others, estimates of future operating results, the value of assets and market conditions at the time of disposition, and the timing and manner of disposition or other realization events. These estimates and assumptions are inherently uncertain and are subject to numerous business, industry, market, regulatory, competitive and financial risks that are outside of Logan Circle’s control. There can be no assurance that the assumptions made in connection with the projections will prove accurate, and actual results may differ materially, including the possibility that an investor may lose some or all of its invested capital. The inclusion of the projections herein should not be regarded as an indication that Logan Circle or any of its affiliates considers the projections to be a reliable prediction of future events and the projections should not be relied upon as such. Neither Logan Circle nor any of its affiliates or representatives has made or makes any representation to any person regarding the projections and none of them intends to update or otherwise revise the projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events, if any or all of the assumptions underlying the projections are later shown to be in error. For purposes of this paragraph, the term “projections” includes “targeted returns”. Past performance. Past performance is not a reliable indicator of future results and should not be relied upon as the basis for making an investment decision. The information presented is only available for institutional client use. No reliance, no update and use of information. You may not rely on this Presentation as the basis upon which to make an investment decision. To the extent that you rely on this Presentation in connection with any investment decision, you do so at your own risk. This Presentation is being provided in summary fashion and does not purport to be complete. The information in the Presentation is provided to you as of the dates indicated and Logan Circle does not intend to update the information after its distribution, even in the event that the information becomes materially inaccurate. Certain information contained in this Presentation includes performance and characteristics of Logan Circle’s strategies and any represented benchmarks, which may derive from calculations or figures that have been provided by independent third parties, or have been prepared internally and have not been audited or verified. Use of different methods for preparing, calculating or presenting information may lead to different results for the information presented, compared to publicly quoted information, and such differences may be material. Knowledge and experience. You acknowledge that you are knowledgeable and experienced with respect to the financial, tax and business aspects of this Presentation and that you will conduct your own independent financial, business, regulatory, accounting, legal and tax investigations with respect to the accuracy, completeness and suitability of this Presentation should you choose to use or rely on this Presentation, at your own risk, for any purpose. Risk of loss. An investment in the strategy will be highly speculative and there can be no assurance that the strategy’s investment objectives will be achieved. Investors must be prepared to bear the risk of a total loss of their investment. Distribution of this Presentation. Logan Circle expressly prohibits any reproduction, in hard-copy, electronic or any other form, or any redistribution to any third party of this Presentation without the prior written consent of Logan Circle. This Presentation is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use is contrary to local law or regulation. No tax, legal or accounting advice. This Presentation is not intended to provide, and should not be relied upon for (and you shall not construe it as) accounting, legal, regulatory, financial or tax advice or investment recommendations. Any statements of U.S. federal tax consequences contained in this Presentation were not intended to be used and cannot be used to avoid penalties under the U.S. Internal Revenue Code or to promote, market or recommend to another party any tax-related matters addressed herein. Confidentiality. By accepting receipt or reading any portion of this Presentation, you agree that you will treat the Presentation confidentially. This reminder should not be read to limit, in any way, the terms of any confidentiality agreement you or your organization may have in place with Logan Circle. ERISA Plan Independent Fiduciary Exception. If you are considering this presentation for an ERISA Plan, you acknowledge and agree that you are the Plan sponsor or are a fiduciary to the Plan and that the Plan has under management or control at least $50 million or you are a (i) Bank, Broker Dealer, Registered Investment Adviser, or Insurance Company, (ii) are independent of Logan Circle Partners and affiliates of MetLife, Inc., and (iii) are capable of evaluating the engagement of Logan Circle Partners as an investment adviser. During the sales process and pursuant to the negotiation of the investment advisory agreement, Logan Circle Partners will not undertake to provide impartial investment advice, or to give advice in a fiduciary capacity. 71 QUARTERLY PORTFOLIO REVIEWQUARTERLY PORTFOLIO REVIEW PAYDEN.COM LOS ANGELES | BOSTON | LONDON | PARIS 4th Quarter 2017 ATTACHMENT 17 72 January 2018 Here we are once again at the start of a new year. Around the globe, 2017 was an eventful year, with elections to watch and new economic reforms to consider, and all the while markets maintained a positive tone. Last January, when we wrote to you, we felt 2017 would see the clouds lifting from the global economy. Driven by a strong U.S. consumer, ongoing recovery in the euro area, and resilience in China and the UK, we expected global growth to accelerate from 3.1% in 2016 to nearly 3.5% in 2017. When the final results are tallied, we may well see growth rates above that! As we look ahead to 2018, we continue to expect much of the same. Faster growth in output combined with higher inflation carries important implications for investors. The global growth backdrop argues for the continued outperformance of credit sectors (high yield and emerging markets), as well as modest increases in government bond yields. We expect more action from central banks as they adjust their monetary policy to the new, stronger global economy. However, before you worry too much about “higher interest rates,” remember that the global pool of savings far exceeds the supply of liquid assets to purchase. We think this supply-demand mismatch will limit the extent of the rise of longer-term interest rates in the year ahead. While we are optimistic for the year, we also maintain a firm commitment to practical investment management. With so many investors positive in their outlooks, we carefully watch for irrational behavior in the markets. We also monitor liquidity daily and, as always, ensure our clients’ portfolios are well-diversified. Finally, we hope that 2018 brings you and your family health and happiness. Sincerely, Joan A. Payden President & CEO LETTER FROM THE CEO 73 Riverside County Transportation Commission 2812 ABJ MW1 Portfolio Review and Market Update - 4th Quarter 2017 PORTFOLIO CHARACTERISTICS (As of 12/31/2017) $51.1 millionPortfolio Market Value AA+Weighted Average Credit Quality 1.6 yearsWeighted Average Duration 2.0%Weighted Average Yield to Maturity DURATION DISTRIBUTION 0% 10% 20% 30% 40% 50% 60% 70% 0 - 1 1 - 2 2 - 3 3+ Years SECTOR ALLOCATION 0% 5% 10% 15% 20% 25% 30% 35% 40%TreasuriesCreditAgenciesAsset-BackedRevenueGOPORTFOLIO RETURNS - Periods Ending 12/31/2017 2017 Since Inception (3/1/15) 4th Quarter RCTC Operating Portfolio -0.13% 0.80% 0.76% ICE BofAML 1-3 Year US Treasury Index -0.25% 0.42% 0.55% Periods over one year annualized Payden & Rygel • 333 South Grand Avenue • Los Angeles, California 90071 • (213) 625-1900 • www.payden.com74 Portfolio Review and Market Update - 4th Quarter 2017 MARKET THEMES Persistent economic tailwinds prevailed in the fourth quarter as the unemployment and growth backdrop continued to improve around the globe. In addition, long awaited fiscal progress was made in the U.S. as the Trump administration and Congress delivered on tax reform legislation. These key ingredients resulted in a positive tone across risk assets, with equities continuing to set record highs and corporate risk premiums narrowing to post-crisis lows. With plenty of economic support, the Federal Reserve raised interest rates for the third time in 2017 driving the two-year Treasury yield to 1.88%, its highest level since 2008, while the 10-year finished the year little changed at 2.41%. Other central banks around the world followed suit, as the Bank of England and People’s Bank of China hiked rates and the European Central Bank reiterated its intention to curtail asset purchases. Consequently, interest rates moved higher across the globe, but subdued volatility persisted as investors searched for yield. STRATEGY The portfolio holds a diversified mix of credit sectors for income generation.n Corporate bond yield premiums remain attractive, and we expect to maintain our exposure through the purchase of bonds in the new issue and secondary markets. n We continue to utilize floating-rate coupon bonds and maintain an underweight duration position in anticipation of higher front-end rates. n INTEREST RATES U.S. Treasury yields marched higher across the front-end of the curve as two-year maturity rates rose 0.40% to 1.88%. However, the slope between two- and five-year maturities fell during 2017 to pre-financial crisis levels, ending at 32 basis points. n The underweight duration position benefitted the portfolio given higher Treasury yields, and added to performance relative to the benchmark. n Floating-rate positions contributed positively to performance as three-month LIBOR rose 0.37% to end the quarter at 1.70%. n SECTORS The allocation and selection of corporate securities was the main driver of performance. The bias towards lower-rated investment-grade credit was beneficial. n High-quality asset-backed securities added to relative performance while providing flexible reinvestment opportunities. n Payden & Rygel • 333 South Grand Avenue • Los Angeles, California 90071 • (213) 625-1900 • www.payden.com75 MARKET PERSPECTIVE Get Ready for a Great 2018, the Fewest Countries in Recession on Record A pick-up in global economic growth in 2017 proved to be the highlight of the year. The U.S., UK, eurozone, Canada and even Japan all surprised investors with accelerating GDP growth during the year. In turn, better growth trans- lated into better earnings for corporations. Looking into 2018, we think the economic backdrop looks even better. In fact, projections indicate we will see the fewest countries in recession going back to 1980 (see graph below). Global growth is not only picking up, but do- ing so across the board. As a result, we expect global credit and equity markets to continue to perform well and for global central banks to shift away from their extraordinarily easy monetary policies. What else can we learn from the data? »In an average year, 16% of the countries in the world are in recession, compared to only 2% in 2018. »China, India, the eurozone, and the U.S. accounted for 58% of global GDP growth in 2017. »Despite being headline grabbers last year, the UK and Venezuela had a relatively small impact on growth. The UK added 0.04 percentage points of global GDP growth while Venezuela detracted 0.04 percentage points. »The six countries with negative growth expectations are Venezuela and Puerto Rico (the only two with outstanding debt), three African nations – Equatorial Guinea, South Sudan, and Swaziland – and the third smallest country in the world, the Pacific Ocean island nation of Nauru with a population of 11,000. Percent of Countries with Negative Growth Rates Source: IMF, Payden Calculations 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50%198019811982198319841985198619871988198919901991199219931994199519961997199819992000200120022003200420052006200720082009201020112012201320142015201620172018Only six countries will be in recession in 2018 – and they represent just 0.4% of world output Share of Countries76 For more information about Payden & Rygel, contact us at a location listed below. LOS ANGELES 333 South Grand Avenue Los Angeles, California 90071 213 625-1900 BOSTON 265 Franklin Street Boston, Massachusetts 02110 617 807-1990 LONDON 1 Bartholmew Lane London EC2N 2AX United Kingdom + 44 (0) 20-7621-3000 PARIS Representative Office 54, 56 Avenue Hoche 75008 Paris, France + 33-607-604-441 PAYDEN.COM LOS ANGELES |BOSTON |LONDON |PARIS OVER 30 YEARS OF INSPIRING CONFIDENCE WITH AN UNWAVERING COMMITMENT TO OUR CLIENTS’ NEEDS. U.S. DOMICILED MUTUAL FUNDS DUBLIN DOMICILED UCITS FUNDS CASH BALANCE Payden/Kravitz Cash Balance Plan Fund EQUITY Equity Income Fund GLOBAL FIXED INCOME Emerging Markets Bond Fund Emerging Markets Corporate Bond Fund Emerging Markets Local Bond Fund Global Fixed Income Fund Global Low Duration Fund TAX-EXEMPT FIXED INCOME California Municipal Income Fund U.S. FIXED INCOME Absolute Return Bond Fund Cash Reserves Money Market Fund Core Bond Fund Corporate Bond Fund Floating Rate Fund GNMA Fund High Income Fund Limited Maturity Fund Low Duration Fund Strategic Income Fund U.S. Government Fund EQUITY Global Equity Income FIXED INCOME Absolute Return Bond Fund Global Emerging Markets Bond Fund Global Emerging Markets Corporate Bond Fund Global Government Bond Index Fund Global High Yield Bond Fund Global Inflation-Linked Bond Fund Global Bond Fund Global Short Bond Fund Sterling Corporate Bond Fund – Investment Grade U.S. Core Bond Fund USD Low Duration Credit Fund LIQUIDITY FUNDS Euro Liquidity Fund Sterling Reserve Fund U.S. Dollar Liquidity Fund 77 County of Riverside Treasurer’s Pooled Investment Fund December 2017 ATTACHMENT 18 78 Contents COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 1 2| Treasurer’s Pooled Investment Fund 3| Economy 4| Market Data 6| Portfolio Data 8| Compliance Report 9| Month End Holdings Hot air balloons over Lake Skinner in Temecula, Southwest Riverside County, CA. Digital Image. NBC San Diego. http://www.nbcsandiego.com/news/local/temecula-valley-2014-balloon-wine-festival-north-san-diego-261142951.html 79 COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 2 The Treasurer’s Pooled Investment Fund is comprised of contributions from the county, schools, special districts, and other discretionary depositors throughout the County of Riverside. The primary objective of the treasurer shall be to safeguard the principal of the funds under the treasurer's control, meet the liquidity needs of the depositor, and to maximize a return on the funds within the given parameters. The Treasurer-Tax Collector and the Capital Markets team are committed to maintaining the highest credit ratings. The Treasurer’s Pooled Investment Fund is currently rated AAA-bf by Moody’s Investor Service and AAA/V1 by Fitch Ratings, two of the nation’s most trusted bond credit rating services. Since its inception, the Treasurer’s Pooled Investment Fund has been in full compliance with the Treasurer’s Statement of Investment Policy, which is more restrictive than California Government Code 53646. Treasurer’s Statement Capital Markets Team Jon Christensen Treasurer-Tax Collector Giovane Pizano Chief Investment Manager Steve Faeth Sr. Investment Manager Isela Licea Assistant Investment Manager Jake Nieto Intern Treasurer’s Pooled Investment Fund 6-Month Pool Performance Month End Market Value ($)* Month End Book Value ($) Paper Gain or Loss ($) Paper Gain or Loss (%) Book Yield (%) WAM (Yrs) 17-Dec 7,694,737,199.78 7,714,635,653.16 (19,898,453.38) -0.26% 1.39 1.01 17-Nov 6,308,195,449.12 6,327,879,337.38 (19,683,888.26) -0.31% 1.32 1.20 17-Oct 6,255,513,634.27 6,269,409,129.71 (13,895,495.44) -0.22% 1.27 1.22 17-Sep 6,238,559,720.97 6,249,458,901.54 (10,899,180.57) -0.17% 1.25 1.23 17-Aug 6,355,419,645.31 6,360,184,247.55 (4,764,602.24) -0.07% 1.23 1.23 17-Jul 6,452,047,376.04 6,460,673,961.40 (8,626,585.36) -0.13% 1.18 1.20 *Market values do not include accrued interest. Before we begin our riveting economic commentary I would like to point out that our monthly report has a different look and feel to it. We have changed the format some- what to provide the reader with more clarity and insight to the TPIF’s financial position. We hope you enjoy our report and would like any feedback you may have on its contents be- cause we aim to provide our depositors and constituents with the most relevant infor- mation possible. Low inflation has been a conundrum that has baffled economists and market analysts throughout much of 2017. Advanced econo- mies throughout the world have displayed moderate economic growth, escalating real estate markets, rising debt levels, strong con- sumer confidence, and tightening labor mar- kets. In the past, such conditions have corre- lated with higher inflation. A core tenet of economics is the idea that the unemploy- ment rate and inflation rate have an inverse relationship. Despite employment gains aver- aging greater than 170,000 new jobs per month in 2017 and the unemployment rate nearing four percent, core inflation has run persistently below the Federal Reserve Bank (FED) two percent target. The FED raised the Funds Target rate three times in 2017. After starting the year with a rate of 0.75 percent, the Fed completed their third 25 basis point increase of the year on December 13, bringing the rate to 1.50 per- cent. The three rate increases represent a much more aggressive tightening timeline when compared to FED activity in 2015 and 2016, which only saw one rate increase each. Markets reacted aggressively to the FED ac- tivity, with treasury 2-year, 3-year, and 5-year yields moving up approximately 60 basis points in only the last four months of 2017 2017 has also been a busy year for political activity and natural disasters. Geopolitical conflicts on the Korean Peninsula, Middle East, and Central Africa caused temporary market shocks. Devastating earthquakes struck central Mexico, hurricanes caused damage across the Caribbean and in the US, and California experienced several dozen wildfires. The US incurred $306 billion in dam- ages from natural disasters in 2017, making it the most expensive year in recorded history. The FED rate hikes, natural disasters, and geopolitical events caused little harm to eco- nomic growth as evidenced by strong new home sales, GDP expansion, and jobs crea- tion. The Dow Jones and NASDAQ reached record highs in 2017, spurred in part by Presi- dent Trump’s $1.5 trillion tax reform. Econo- mists believe that the tax reform will provide a modest lift to GDP growth in coming years. Recent higher prints in the Producer Price index, crude oil prices, and some industrial commodity prices may point towards infla- tion moving higher. FED Chair Yellen was busy in 2017 and industry analysts expect much of the same from her successor, Jerome Powell, when he assumes office in February of 2018. Powell will inherit a US economy with more going for it than against it. With jobs being added, commodity prices rising, and the stimulus of the newly unveiled tax plan, con- sensus forecasts estimate that Powell will raise rates three more times in 2018. The TPIF will benefit from improved eco- nomic conditions, as we know a rising tide will lift all boats both large and small. Our deposi- tors will see increased interest earnings in the coming year. This is always welcome news as the County can use all the help it can get to shore up its budget. We will continue to deliv- er on our investment objectives of safety of principal, to meet the liquidity needs of our depositors, and to earn a reasonable rate of return on our funds. Jon Christensen Treasurer-Tax Collector Quarterly Commentary “A Rising Tide Will Lift All Boats” 80 COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 3 Key Economic Indicators Economic indicators point to moderate, broad based growth throughout the entire economy.  In November, the US boasted its 85th consecutive month of job growth and several economists insist that there is still slack in the labor market. [Bloomberg.com; 12/19/17]  The majority of manufacturing sectors displayed strong growth in December. The computer, electronic products, and machinery industries performed best. [Instituteforsupplymanagement.org; 01/03/2018] National Economy Economy Real GDP (Q/Q) Release Date Indicator Actual Consensus Difference 12/21/2017 Real Gross Domestic Product - Q/Q Change 3.2% 3.3% -0.1% 12/08/2017 Unemployment Rate - Seasonally Adjusted 4.1% 4.1% 0.0% 12/08/2017 Non-Farm Payrolls - M/M Change 228,000 190,000 38,000 12/13/2017 CPI - Y/Y Change 2.2% 2.2% 0.0% 12/13/2017 CPI Ex Food and Energy - Y/Y Change 1.7% 1.8% -0.1% 12/05/2017 ISM Non-Manufacturing Index 57.4 59.0 -1.6 12/20/2017 Existing Home Sales - Y/Y Change 3.8% - - 12/04/2017 Factory Orders - M/M Change -0.1% -0.4% 0.3% 12/22/2017 Durable Goods Orders - M/M Change 1.3% 2.0% -0.7% State economic growth slowed down in 2017, but growth is still positive overall.  Job growth persists statewide and locally. From October to November California added more than 47,000 jobs while Riverside County’s unemployment rate fell 0.7pp.  The Thomas fire has costed more than $205 million to fight and damages to Ventura County agriculture are expected to be “significant”. The fire is 92 percent contained as of January 3rd. [Fox News; 1/03/18, Huffington Post; 12/14/18] State Economy Data: FRED and BEA. *Q4 2017 figure based on estimate. **Q3 data not available for California. 0.0% 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% CPI CPI Ex Food and Energy CPI (Y/Y) 3.0% 3.5% 4.0% 4.5% 5.0% 5.5% 6.0% 6.5% 7.0%United States California Riverside County Unemployment Rate 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% 7.0% Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4* 2016 2017 United States California 81 COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 4 US Treasury Curve FOMC Meeting 12/13/2017  The FOMC stated that, “Near-term risks to the economic outlook appear roughly balanced”.  The Federal Reserve raised the Fed Funds Target Rate to 1.25—1.50%, effective as of 12/14/2017.  The inflation rate is running “somewhat below” its goal of two percent on a 12-month basis. However, the FOMC ex- pects inflation to reach its target “over the medium term”.  The next FOMC meeting is scheduled for January 31st, 2018. The US Treasury Curve and its forecasted values are subject to frequent change and will be updated monthly with each issued TPIF report. Market Data Fed Funds Target Rate (Upper Limit) 0.00 0.50 1.00 1.50 2.00 2.50 3.00 0 5 10 15 20 25 30 11/30/2017 12/29/2017 Treasury Curve Differentials 3 Mo 6 Mo 1 Yr 2 Yr 3 Yr 5 Yr 10 Yr 30 Yr 12/29/2017 - 11/30/2017 0.12 0.09 0.14 0.11 0.08 0.06 -0.02 -0.09 12/29/2017 1.39 1.53 1.76 1.89 1.98 2.2 2.4 2.74 11/30/2017 1.27 1.44 1.62 1.78 1.9 2.14 2.42 2.83 0.50% 0.75% 1.00% 1.25% 1.50% 1.75% 82 * Cash values listed on this page are in US dollars and are based on the final business day of the month. COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 5 Market Data cont’d Commodities Stocks 2.00 2.20 2.40 2.60 2.80 3.00 3.20 3.40 3.60 3.80 4.00 44.00 46.00 48.00 50.00 52.00 54.00 56.00 58.00 60.00 62.00 Nymex Crude (left)Nymex Nat Gas (right) 17,000.00 18,000.00 19,000.00 20,000.00 21,000.00 22,000.00 23,000.00 24,000.00 25,000.00 26,000.00 Dow Jones 1,900.00 2,000.00 2,100.00 2,200.00 2,300.00 2,400.00 2,500.00 2,600.00 2,700.00 2,800.00 4,500.00 4,700.00 4,900.00 5,100.00 5,300.00 5,500.00 5,700.00 5,900.00 6,100.00 6,300.00 6,500.00 NASDAQ 100 (Left)S&P 500 (right) 50.00 55.00 60.00 65.00 70.00 75.00 80.00 85.00 90.00 95.00 70.00 90.00 110.00 130.00 150.00 170.00 190.00 210.00 Industrial Metals (left)Precious Metals (left) Iron Ore (right) 83 The County of Riverside’s Treasurer’s Pooled Investment Fund is currently rated AAA-bf by Moody’s Investor Service and AAA/V1 by Fitch Ratings. Moody’s Asset Rating (000’s) S&P Asset Rating (000’s) COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 6 Portfolio Data 12-Month Projected Cash Flow Based on historic and current financial conditions within the County, the Pool is expected to maintain sufficient liquidity o f funds to cover County expenses for the next twelve months. * Values listed in Cash Flow Table are in millions of USD. Book MKT/Book % Book Yield Aaa 4,484,557.86 99.51% 58.13% 1.40% Aa1 401,787.05 100.19% 5.21% 1.34% Aa2 482,112.88 100.10% 6.25% 1.41% Aa3 1,332,781.39 100.07% 17.28% 1.39% A1 49,660.75 100.30% 0.64% 1.39% A2 49,971.42 100.02% 0.65% 1.47% NR 913,764.30 99.99% 11.84% 1.38% Totals: 7,714,635.66 99.74% 100.00% 1.39% Book MKT/Book % Pool Yield AAA 622,495.38 100.09% 8.07% 1.28% AA+ 4,213,849.54 99.48% 54.62% 1.41% AA 406,947.90 100.16% 5.28% 1.39% AA- 1,507,607.12 100.06% 19.54% 1.40% A 49,971.42 100.02% 0.65% 1.47% NR 913,764.30 99.99% 11.84% 1.38% Totals: 7,714,635.66 99.74% 100.00% 1.39% Month Monthly Receipts Monthly Dis- bursements Difference Required Matured Investments Balance Actual Investments Maturing Available to Invest > 1 Year 01/2018 66.01 01/2018 1,050.00 1,710.00 (660.00) 593.99 - 2,118.46 02/2018 860.00 1,000.00 (140.00) 140.00 - 690.59 03/2018 1,200.00 1,000.00 200.00 200.00 425.00 04/2018 1,946.22 1,100.00 846.22 1,046.22 291.09 05/2018 912.13 1,500.00 (587.87) 458.35 588.47 06/2018 1,153.32 1,900.00 (746.68) 288.33 - 287.38 07/2018 1,006.35 1,300.00 (293.65) 293.65 - 245.75 08/2018 740.88 635.84 105.04 105.04 210.13 09/2018 1,100.00 1,250.00 (150.00) 44.96 - 145.00 10/2018 1,051.06 1,100.00 (48.94) 48.94 - 104.87 11/2018 1,125.00 1,100.00 25.00 25.00 114.50 12/2018 2,350.00 1,100.00 1,250.00 1,275.00 - TOTALS 14,494.96 14,695.84 (200.88) 1,409.87 3,175.62 5,221.24 6,304.77 18.28% 67.68% 81.72% *All values reported in millions ($). Aaa 58% Aa1 5%Aa2 6% Aa3 17%A1 1% A2 1%NR 12% AAA 8%AA+ 55% AA 5%AA- 19%A 1% NR 12% 84 Asset Maturity Distribution (Par Value) Portfolio Data cont’d TIMMI The Treasurer’s Institutional Money Market Index (TIMMI) is a composite index of four AAA rated prime institutional money market funds. Their aggregate yield is compared to the yield of the Treasurer’s Pooled Investment Fund in the above graph. Asset Allocation COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 7 *Cash values are in thousands of dollars. Assets Scheduled Book Scheduled Market Mkt/ Sch Book Yield WAL (Yr) Mat (Yr) TREAS 408,702.42 408,442.67 99.94% 1.23% 0.525 0.525 AGENCIES 3,330,501.32 3,307,337.00 99.30% 1.44% 2.021 2.030 MMKT 351,990.00 351,990.00 100.00% 1.29% 0.003 0.003 CASH 600,000.00 600,000.00 100.00% 1.37% 0.003 0.003 CALTRUST FND 54,000.00 54,021.60 100.04% 1.24% 0.003 0.003 COMM PAPER 1,561,349.75 1,564,758.95 100.22% 1.37% 0.172 0.172 NCDS 875,000.00 875,000.00 100.00% 1.46% 0.287 0.287 MEDIUM TERM NOTES 130,126.96 130,162.77 100.03% 1.36% 0.323 0.323 MUNI 402,770.21 402,829.21 100.01% 1.27% 0.697 0.697 LOCAL AGCY OBLIG 195.00 195.00 100.00% 1.82% 2.458 2.458 Totals: 7,714,635.65 7,694,737.20 99.74% 1.39% 1.011 1.014 * For details on the Pool’s composition, see appendix, pages 9 to 13. 0.78% 0.85%0.90% 0.95%0.99%1.03% 1.12%1.18%1.23%1.25% 1.27%1.32% 1.39% 0.72% 0.75%0.81% 0.98%0.99%1.00% 1.19%1.21%1.22%1.22%1.23%1.25% 1.45% 0.00% 0.50% 1.00% 1.50% 2.00% Pool Yield TIMMI 26.78% 2,068,462.02 15.09% 1,165,590.00 25.72% 1,987,182.72 10.74% 829,300.00 10.40% 803,242.00 11.28% 871,080.00 - 500,000 1,000,000 1,500,000 2,000,000 2,500,000 0-1 Mos 1-3 Mos 3-12 Mos 1-2 Yr 2-3 Yr 3-5 Yr 85 Compliance Status: Full Compliance The Treasurer’s Pooled Investment Fund was in full compliance with the County of Riverside’s Treasurer’s State- ment of Investment Policy. The County’s Statement of Investment Policy is more restrictive than California Gov- ernment Code 53646. The County’s Investment Policy is reviewed annually by the County of Riverside’s Over- sight Committee and approved by the Board of Supervisors. 1 Money Market Mutual Funds maturity may be interpreted as a weighted average maturity not exceeding 60 days. 2 Or must have an investment advisor with no fewer than 5 years experience and with assets under management of $500,000,000 USD. THIS COMPLETES THE REPORT REQUIREMENTS OF CALIFORNIA GOVERNMENT CODE 53646. COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 8 Compliance Report GOVERNMENT CODE COUNTY INVESTMENT POLICY Investment Category Maximum Maturity Authorized % Limit S&P/ Moody's Maximum Maturity Authorized % Limit S&P/ Moody's Actual % MUNICIPAL BONDS 5 YEARS NO LIMIT NA 4 YEARS 15% AA-/Aa3/AA- 5.22% U.S. TREASURIES 5 YEARS NO LIMIT NA 5 YEARS 100% NA 5.30% LOCAL AGENCY OBLIGATIONS (LAO) 5 YEARS NO LIMIT NA 3 YEARS 2.50% INVESTMENT GRADE 0.00% FEDERAL AGENCIES 5 YEARS NO LIMIT AAA 5 YEARS 100% NA 43.17% COMMERCIAL PAPER 270 DAYS 40% A1/P1 270 DAYS 40% A1/P1/F1 20.24% CERTIFICATE & TIME DEPOSITS (NCD & TCD) 5 YEARS 30% NA 1 YEAR 25% Combined A1/P1/F1 11.34% REPURCHASE AGREEMENTS (REPO) 1 YEARS NO LIMIT NA 45 DAYS 40% max, 25% in term repo over 7 days A1/P1/F1 0.00% REVERSE REPOS 92 DAYS 20% NA 60 DAYS 10% NA 0.00% MEDIUM TERM NOTES (MTNO) 5 YEARS 30% A 3 YEARS 20% AA/Aa2/AA 1.69% CALTRUST SHORT TERM FUND NA NA NA DAILY LIQUIDITY 1.00% NA 0.70% MONEY MARKET MUTUAL FUNDS (MMF) 60 DAYS (1) 20% AAA/Aaa (2) DAILY LIQUIDITY 20% AAA by 2 Of 3 RATINGS AGC. 4.56% LOCAL AGENCY INVESTMENT FUND (LAIF) NA NA NA DAILY LIQUIDITY Max $50 million NA 0.00% CASH/DEPOSIT ACCOUNT NA NA NA NA NA NA 7.78% 86 Description Maturity Date Coupon Par Value Book Value Market Price Market Value Unrealized Gain/Loss FIDELITY GOV 01/01/2018 1.088 80,000,000.00 80,000,000.00 100.00 80,000,000.00 0.00 FEDERATED GOV 01/01/2018 1.023 1,000,000.00 1,000,000.00 100.00 1,000,000.00 0.00 GOLDMAN SACHS GOV 01/01/2018 1.058 1,000,000.00 1,000,000.00 100.00 1,000,000.00 0.00 WELLS FARGO GOV 01/01/2018 1.065 5,000,000.00 5,000,000.00 100.00 5,000,000.00 0.00 HERITAGE PRIME MMF 01/01/2018 1.382 4,998,000.80 5,000,000.00 100.04 5,000,000.00 0.00 JP MORGAN PRIME MMF 01/01/2018 1.369 154,971,008.70 154,992,503.00 100.01 154,992,503.00 0.00 BLACKROCK 01/01/2018 1.225 0.00 0.00 - 0.00 0.00 FIDELITY PRIME MMF 01/01/2018 1.382 29,988,005.30 29,997,501.25 100.03 29,997,501.25 0.00 BLACKROCK 01/01/2018 1.355 74,980,005.50 75,000,000.00 100.03 75,000,000.00 0.00 1.297 351,937,020.30 351,990,004.25 100.02 351,990,004.25 0.00 CALTRUST SHT TERM FUND 01/01/2018 1.242 54,000,000.00 54,000,000.00 100.04 54,021,600.00 21,600.00 1.242 54,000,000.00 54,000,000.00 100.04 54,021,600.00 21,600.00 BANK OF THE WEST 01/01/2018 1.370 300,000,000.00 300,000,000.00 100.00 300,000,000.00 0.00 1.370 300,000,000.00 300,000,000.00 100.00 300,000,000.00 0.00 UB MANAGED RATE 01/01/2018 1.370 300,000,000.00 300,000,000.00 100.00 300,000,000.00 0.00 1.370 300,000,000.00 300,000,000.00 100.00 300,000,000.00 0.00 US DIST COURTHOUSE 06/15/2020 1.818 195,000.00 195,000.00 100.00 195,000.00 0.00 1.818 195,000.00 195,000.00 100.00 195,000.00 0.00 U.S. TREASURY 03/08/2018 1.145 50,000,000.00 49,710,569.44 99.77 49,886,441.18 175,871.74 U.S. TREASURY 08/16/2018 1.508 50,000,000.00 49,482,672.22 99.02 49,508,331.88 25,659.66 1.327 100,000,000.00 99,193,241.66 99.39 99,394,773.06 201,531.40 U.S. TREASURY BOND 02/15/2018 1.000 10,000,000.00 10,017,968.75 99.96 9,996,400.00 -21,568.75 U.S. TREASURY BOND 01/31/2018 .875 25,000,000.00 24,936,523.44 99.97 24,993,000.00 56,476.56 U.S. TREASURY BOND 11/30/2018 1.000 25,000,000.00 24,943,359.38 99.29 24,822,250.00 -121,109.38 U.S. TREASURY BOND 01/31/2018 .875 25,000,000.00 24,998,046.88 99.97 24,993,000.00 -5,046.88 U.S. TREASURY BOND 01/15/2018 .875 25,000,000.00 24,998,046.88 99.99 24,997,000.00 -1,046.88 U.S. TREASURY BOND 03/15/2018 1.000 25,000,000.00 24,989,257.81 99.93 24,982,500.00 -6,757.81 U.S. TREASURY BOND 05/15/2018 1.000 25,000,000.00 24,958,984.38 99.86 24,964,750.00 5,765.62 U.S. TREASURY BOND 07/31/2019 1.375 25,000,000.00 24,975,585.94 99.25 24,811,500.00 -164,085.94 U.S. TREASURY BOND 07/31/2019 1.375 25,000,000.00 24,980,468.75 99.25 24,811,500.00 -168,968.75 U.S. TREASURY BOND 06/15/2018 1.125 50,000,000.00 49,953,125.00 99.84 49,922,000.00 -31,125.00 U.S. TREASURY BOND 07/31/2018 .750 50,000,000.00 49,757,812.50 99.51 49,754,000.00 -3,812.50 1.010 310,000,000.00 309,509,179.71 99.69 309,047,900.00 -461,279.71 FHLMC DISC NOTE 02/23/2018 1.130 30,000,000.00 29,792,812.50 99.81 29,942,700.00 149,887.50 1.130 30,000,000.00 29,792,812.50 99.81 29,942,700.00 149,887.50 FHLMC 3YrNc1.5YrE 06/22/2018 1.200 15,000,000.00 14,986,800.00 99.81 14,970,900.00 -15,900.00 FHLMC 3YrNc6MoE 06/22/2018 1.250 25,000,000.00 24,993,750.00 99.84 24,959,500.00 -34,250.00 FHLMC 3YrNc6MoB 10/29/2018 1.050 5,000,000.00 5,000,000.00 99.37 4,968,300.00 -31,700.00 FHLMC 3YrNc6MoB 10/29/2018 1.050 10,000,000.00 10,000,000.00 99.37 9,936,600.00 -63,400.00 FHLMC 2.5YrNc1YrE 08/24/2018 1.000 5,000,000.00 5,000,000.00 99.62 4,980,850.00 -19,150.00 FHLMC 3YrNc1YrE 03/29/2019 1.300 9,000,000.00 9,000,000.00 99.35 8,941,230.00 -58,770.00 FHLMC 3YrNc1YrE 03/29/2019 1.270 4,000,000.00 4,000,000.00 99.31 3,972,400.00 -27,600.00 FHLMC 3.5YrNc6MoE 10/11/2019 1.500 15,000,000.00 15,000,000.00 99.22 14,883,600.00 -116,400.00 FHLMC 2.25YrNc6MoB 06/29/2018 1.125 5,850,000.00 5,850,000.00 99.68 5,831,397.00 -18,603.00 FHLMC 2YrNc6MoE 07/20/2018 1.000 25,000,000.00 25,000,000.00 99.64 24,910,500.00 -89,500.00 FHLMC 2YrNc6MoE 07/20/2018 .820 10,000,000.00 10,000,000.00 99.54 9,954,400.00 -45,600.00 FHLMC 3YrNc3MoB 07/26/2019 1.250 10,000,000.00 10,000,000.00 99.03 9,903,300.00 -96,700.00 FHLMC 2YrNc3MoB 07/27/2018 1.050 10,000,000.00 10,000,000.00 99.66 9,965,900.00 -34,100.00 FHLMC 3.5YrNc1YrE 02/25/2020 1.250 10,000,000.00 10,000,000.00 98.46 9,846,400.00 -153,600.00 FHLMC 3.5YrNc1YrE 05/08/2020 1.200 15,000,000.00 15,000,000.00 98.16 14,723,850.00 -276,150.00 FHLMC 4YrNc6MoE 11/25/2020 1.370 25,000,000.00 25,000,000.00 98.06 24,514,000.00 -486,000.00 FHLMC 4YrNc1YrE 11/30/2020 1.440 10,000,000.00 10,000,000.00 98.24 9,823,500.00 -176,500.00 FHLMC 1YrNc3MoB 02/26/2018 1.050 21,050,000.00 21,050,000.00 99.95 21,040,106.50 -9,893.50 FHLMC 1Yr 07/20/2018 1.000 9,400,000.00 9,371,800.00 99.61 9,363,622.00 -8,178.00 FHLMC 1YrNc1MoB 05/11/2018 1.000 25,000,000.00 24,953,500.00 99.81 24,953,250.00 -250.00 FHLMC 1.25Yr 09/28/2018 1.050 5,000,000.00 4,982,950.00 99.51 4,975,650.00 -7,300.00 FHLMC 1YrNc1MoB 06/22/2018 1.060 10,000,000.00 9,978,000.00 99.73 9,972,800.00 -5,200.00 FHLMC 1.5YrNc1MoB 01/25/2019 1.350 10,000,000.00 10,000,000.00 99.39 9,939,300.00 -60,700.00 FHLMC 2.25YrNc6MoB 09/27/2019 1.500 6,250,000.00 6,248,750.00 99.03 6,189,375.00 -59,375.00 FHLMC 2YrNc3MoB 07/26/2019 1.600 5,000,000.00 5,000,000.00 99.48 4,973,850.00 -26,150.00 FHLMC 3YrNc3MoB 09/29/2020 1.800 15,000,000.00 15,000,000.00 99.06 14,859,150.00 -140,850.00 FHLMC 2.75Yr 01/17/2020 1.500 25,000,000.00 24,942,750.00 99.05 24,763,500.00 -179,250.00 FHLMC 2.75YrNc2MoB 06/29/2020 1.750 20,000,000.00 19,983,860.00 99.24 19,848,400.00 -135,460.00 FHLMC 2YrNc5MoB 09/27/2019 1.500 20,000,000.00 19,953,600.00 99.23 19,845,000.00 -108,600.00 FHLMC 2YrNc6MoB 09/27/2019 1.500 25,000,000.00 24,942,500.00 99.23 24,806,250.00 -136,250.00 FHLMC 2YrNc8MoE 01/30/2019 .950 20,000,000.00 19,820,000.00 99.02 19,803,800.00 -16,200.00 FHLMC 1.5YrNc5MoE 05/24/2019 1.080 10,000,000.00 9,895,000.00 98.91 9,890,700.00 -4,300.00 1.266 435,550,000.00 434,953,260.00 99.26 432,311,380.50 -2,641,879.50 FHLMC 2YrNc1MoB 10/24/2019 1.250 15,000,000.00 14,973,750.00 99.59 14,937,750.00 -36,000.00 1.250 15,000,000.00 14,973,750.00 99.59 14,937,750.00 -36,000.00 FHLMC 5YrNc6MoB 10/29/2020 1.250 15,000,000.00 15,000,000.00 98.68 14,801,850.00 -198,150.00 FHLMC 5YrNc6MoB 02/26/2021 1.250 10,000,000.00 10,000,000.00 98.90 9,889,500.00 -110,500.00 FHLMC 5YrNc6MoB 02/26/2021 1.250 10,000,000.00 10,000,000.00 99.09 9,909,200.00 -90,800.00 FHLMC 5YrNc3MoB 06/09/2021 1.600 15,000,000.00 15,000,000.00 98.06 14,708,250.00 -291,750.00 FHLMC 5YrNc3MoB 05/25/2021 1.500 20,000,000.00 20,000,000.00 98.03 19,605,400.00 -394,600.00 FHLMC 5YrNc3MoB 06/16/2021 1.625 15,000,000.00 14,997,000.00 98.76 14,814,150.00 -182,850.00 FHLMC 5YrNc3MoB 06/30/2021 1.500 15,000,000.00 15,000,000.00 98.02 14,703,000.00 -297,000.00 FHLMC 5YrNc6MoB 06/30/2021 1.300 15,000,000.00 15,000,000.00 98.24 14,735,400.00 -264,600.00 FHLMC 5YrNc3MoB 06/30/2021 1.500 10,000,000.00 10,000,000.00 97.92 9,792,400.00 -207,600.00 FHLMC 3.5YrNc3MoB 12/30/2019 1.500 15,000,000.00 15,000,000.00 99.74 14,960,400.00 -39,600.00 FHLMC 5YrNc6MoB 07/13/2021 1.250 15,000,000.00 15,000,000.00 99.18 14,876,850.00 -123,150.00 FHLMC 4YrNc6MoB 07/27/2020 1.150 15,000,000.00 15,000,000.00 98.15 14,722,650.00 -277,350.00 FHLMC 5YrNc3MoB 08/10/2021 1.500 15,000,000.00 15,000,000.00 97.90 14,685,300.00 -314,700.00 FHLMC 4YrNc6MoB 08/10/2020 1.150 15,000,000.00 15,000,000.00 98.10 14,714,700.00 -285,300.00 FHLMC 5YrNc3MoB 08/10/2021 1.350 10,000,000.00 10,000,000.00 98.16 9,815,900.00 -184,100.00 FHLMC 5YrNc3MoB 08/25/2021 1.500 15,000,000.00 15,000,000.00 98.10 14,715,450.00 -284,550.00 FHLMC 5YrNc3MoB 08/25/2021 1.500 10,000,000.00 10,000,000.00 97.31 9,731,200.00 -268,800.00 FHLMC 5YrNc3MoB 08/25/2021 1.375 15,000,000.00 15,000,000.00 97.70 14,654,400.00 -345,600.00 FHLMC 4.25YrNc3MoB 12/08/2020 1.250 20,000,000.00 20,000,000.00 98.09 19,618,200.00 -381,800.00 FHLMC 5YrNc6MoB 08/24/2021 1.250 20,000,000.00 20,000,000.00 98.37 19,674,600.00 -325,400.00 LAO 912796NU9 1400: FHLMC-DISC NOTE 912828H94 1310: U.S. TREASURY BOND 9128282K5 912828XA3 CLTR CASH CASH 3134G66M0 3134G8QB8 3134G8TG4 1460: FHLMC-STEP%-Q30/360 3134G8KU2 1175: LAO-SINKING FND-A/360 1300: U.S. TREASURY BILL 912796NQ8 3134G72T7 3134G8QE2 9128282K5 3134G72T7 TMPXX 1080: MGD RATE-A/366 1170: MGD RATE-A/360 3134G8L64 313397TL5 1425: FHLMC-Fxd-S 30/360 3134G7AE1 3134G9Q67 3134G92B2 3134G7S77 3134GAPS7 3134G9JX6 3134G9JW8 TMPXX FIPXX 3134GAYK4 3134G9B55 3134G8L31 1.250 2.872 2.940 3134GAEG5 1.250 3.539 3.649 3134GAEB6 1.500 3.521 3.652 3134G96A0 1.375 3.531 3.652 3134G95W3 1.350 3.499 3.611 3134G9U47 1.500 3.521 3.652 3134G9T23 1.500 3.496 3.611 3134G9S57 1.150 2.551 2.611 3134G9R66 1.250 3.426 3.534 3134G9S40 1.150 2.515 2.573 3134G9XA0 1.500 3.397 3.499 1.500 1.970 1.997 1.500 3.397 3.499 3134G9VA2 1.300 3.411 3.499 3134G9UM7 1.500 3.298 3.400 1.630 3.354 3.460 1.250 3.069 3.159 1.600 3.330 3.441 1.250 2.769 2.830 1.250 3.069 3.159 1.339 1.795 1.814 1.064 1.082 1.362 1.325 1.353 1.339 1.795 1.814 1.809 1.377 1.395 1.780 2.430 2.496 1.621 1.703 1.740 1.734 1.620 1.703 1.740 3134GBTX0 1.800 2.654 2.748 3137EAEE5 1.602 1.991 2.047 3134GBK35 1.509 1.704 1.740 3134GBYS5 1.600 1.533 1.567 3134GBWH1 1.267 .471 .474 3134GAK78 1.350 1.050 1.068 3134G9VF1 1.181 .357 .359 3130A9C90 1.300 .734 .742 3134G9JD0 1.050 .155 .156 3134G9XZ5 1.238 .547 .551 3134G8L98 1.370 2.830 2.9043134GAXZ2 1.440 2.843 2.918 1.250 2.106 2.153 3134GAVF8 1.200 2.309 2.353 3134GABZ6 1.250 1.541 1.567 1.000 .548 1.050 .567 .570 1.125 .490 .493 .551 .820 .548 .551 1.270 1.227 1.241 1.500 1.742 1.778 1.000 .642 .647 1.300 1.227 1.241 1.050 .821 .827 1.050 .821 .827 1.230 .471 .474 1.259 .471 .474 1.133 .146 .148 1.133 .146 .148 1.515 .577 .581 1.196 .555 .562 1.418 1.552 1.581 1.256 .452 .455 1.165 .367 .370 1.428 1.552 1.581 .883 .041 .041 912828UJ7 1.042 .202 .203 912828H37 912828J68 1.115 .909 .915 .883 .085 .085 .920 .125 .126 .990 .084 .085 1.337 .397 .404 1.152 .181 .184 1.524 .615 .625 1.818 1.222 2.458 1.818 1.222 2.458 1.370 .003 .003 1.370 .003 1.370 .003 .003 1.370 .003 .003 .003 1.242 .003 .003 .003 .003 1.242 .003 .003 1.294 .003 .003 .003 .003 1.225 .000 .003 .003 .0031.377 1.365 1.065 .003 .003 1.376 .003 .003 1.023 .003 .003 FGTXX 1.058 .003 .003 GOFXX FRGXX 1.088 .003 .003 1060: MMKT ACCTS-A/366 Month End Portfolio Holdings Fund: 1 POOL FUND Yield To Mat Modified Duration Years To Maturity CUSIP WFFXX WFJXX 3134G9Q75 912828S68 912828XF2 1065: CLTR-A/366 912828UJ7 912828U40 CJPXX 1.354 3134G9NU7 1465: FHLMC-STEP%-S30/360 3134G8V97 3134GBG30 3134GBG30 3134G9C70 3134G9UX3 3134G9UH8 3134G9NH6 COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 987 Description Maturity Date Coupon Par Value Book Value Market Price Market Value Unrealized Gain/Loss Month End Portfolio Holdings Yield To Mat Modified Duration Years To Maturity CUSIP FHLMC 5YrNc3MoB 09/13/2021 1.500 16,500,000.00 16,500,000.00 98.09 16,184,685.00 -315,315.00 FHLMC 5YrNc3MoB 09/30/2021 1.500 20,000,000.00 20,000,000.00 97.94 19,587,000.00 -413,000.00 FHLMC 5YrNc6MoB 09/30/2021 1.450 15,000,000.00 15,000,000.00 97.98 14,697,600.00 -302,400.00 FHLMC 5YrNc6MoB 09/30/2021 1.350 15,000,000.00 15,000,000.00 97.76 14,664,600.00 -335,400.00 FHLMC 5YrNc3MoB 10/25/2021 1.375 10,000,000.00 10,000,000.00 97.72 9,772,000.00 -228,000.00 FHLMC 5YrNc3MoB 10/25/2021 1.375 6,705,000.00 6,705,000.00 97.72 6,552,126.00 -152,874.00 FHLMC 5YrNc3MoB 10/27/2020 1.250 10,000,000.00 10,000,000.00 98.46 9,846,400.00 -153,600.00 FHLMC 5YrNc6MoB 10/27/2021 1.400 15,000,000.00 15,000,000.00 97.20 14,579,550.00 -420,450.00 FHLMC 5YrNc6MoB 10/27/2021 1.400 15,000,000.00 15,000,000.00 97.20 14,579,550.00 -420,450.00 FHLMC 5YrNc6MoB 10/28/2021 1.250 10,000,000.00 10,000,000.00 98.99 9,899,400.00 -100,600.00 FHLMC 5YrNc3MoB 10/27/2021 1.500 15,000,000.00 15,000,000.00 97.44 14,615,250.00 -384,750.00 FHLMC 5YrNc3MoB 10/27/2021 1.500 15,000,000.00 15,000,000.00 97.44 14,615,250.00 -384,750.00 FHLMC 5YrNc3MoB 10/27/2021 1.400 10,000,000.00 10,000,000.00 97.32 9,731,700.00 -268,300.00 FHLMC 5YrNc3MoB 11/10/2021 1.550 17,000,000.00 17,000,000.00 97.59 16,589,450.00 -410,550.00 FHLMC 5YrNc3MoB 10/27/2021 1.400 14,000,000.00 14,000,000.00 97.32 13,624,380.00 -375,620.00 FHLMC 5YrNc3MoB 11/30/2021 1.500 4,500,000.00 4,500,000.00 97.46 4,385,655.00 -114,345.00 FHLMC 5YrNc3MoB 11/26/2021 1.550 20,000,000.00 20,000,000.00 97.53 19,506,200.00 -493,800.00 FHLMC 5YrNc3MoB 12/09/2021 1.500 10,000,000.00 10,000,000.00 98.58 9,857,500.00 -142,500.00 FHLMC 5YrNc3MoB 12/09/2021 1.650 20,000,000.00 20,000,000.00 99.10 19,819,800.00 -180,200.00 FHLMC 5YrNc3MoB 12/30/2021 1.900 10,000,000.00 10,000,000.00 98.61 9,860,800.00 -139,200.00 FHLMC 5YrNc3MoB 12/30/2021 1.900 10,000,000.00 10,000,000.00 98.61 9,860,800.00 -139,200.00 FHLMC 3YrNc6MoB 02/24/2020 1.250 20,000,000.00 20,000,000.00 99.99 19,997,000.00 -3,000.00 FHLMC 3.5Yr 10/29/2020 1.250 7,125,000.00 7,108,968.75 98.68 7,030,878.75 -78,090.00 FHLMC 3.5YrNc6MoB 10/27/2020 1.500 15,000,000.00 15,000,000.00 99.88 14,982,000.00 -18,000.00 FHLMC 3YrNc3MoB 04/27/2020 1.500 10,000,000.00 10,000,000.00 99.42 9,942,000.00 -58,000.00 FHLMC 3YrNc3MoB 04/27/2020 1.500 20,000,000.00 20,000,000.00 98.96 19,792,400.00 -207,600.00 FHLMC 3YrNc3MoB 05/22/2020 1.500 10,000,000.00 10,000,000.00 99.35 9,935,100.00 -64,900.00 FHLMC 3YrNc6MoB 05/22/2020 1.600 20,000,000.00 20,000,000.00 99.28 19,855,000.00 -145,000.00 FHLMC 4YrNc6MoB 02/24/2021 1.650 15,000,000.00 15,000,000.00 99.41 14,911,050.00 -88,950.00 FHLMC 3YrNc6MoB 11/24/2020 1.600 15,000,000.00 15,000,000.00 99.36 14,904,600.00 -95,400.00 FHLMC 5YrNc3MoB 06/29/2022 2.050 20,000,000.00 20,000,000.00 99.28 19,855,400.00 -144,600.00 FHLMC 5YrNc6MoB 06/22/2022 2.000 15,000,000.00 15,000,000.00 98.67 14,800,650.00 -199,350.00 FHLMC 5YrNc3MoB 07/05/2022 2.000 20,000,000.00 20,000,000.00 99.22 19,844,200.00 -155,800.00 FHLMC 3.5YrNc3MoB 01/20/2021 1.500 10,000,000.00 10,000,000.00 99.52 9,952,300.00 -47,700.00 FHLMC 5YrNc3MoB 07/27/2022 2.050 20,000,000.00 20,000,000.00 99.01 19,802,000.00 -198,000.00 FHLMC 5YrNc3MoB 07/27/2022 2.100 20,000,000.00 20,000,000.00 99.46 19,891,000.00 -109,000.00 1.515 805,830,000.00 805,810,968.75 98.46 793,454,074.75 -12,356,894.00 FNMA 3.5YrNc6MoB 12/16/2019 1.500 5,000,000.00 5,000,000.00 98.48 4,924,100.00 -75,900.00 FNMA 4YrNc6MoE 07/13/2020 1.350 10,000,000.00 10,000,000.00 98.39 9,839,300.00 -160,700.00 FNMA 3.25YrNc6MoB 09/30/2019 1.250 7,500,000.00 7,500,000.00 98.43 7,382,325.00 -117,675.00 FNMA 2YrNc6MoE 07/27/2018 .800 15,000,000.00 15,000,000.00 99.51 14,926,950.00 -73,050.00 FNMA 3YrNc6MoE 07/26/2019 1.000 10,000,000.00 10,000,000.00 98.69 9,868,500.00 -131,500.00 FNMA 3YrNc6MoE 07/26/2019 1.000 10,000,000.00 10,000,000.00 98.69 9,868,500.00 -131,500.00 FNMA 2.5YrNc6MoE 01/25/2019 .875 7,500,000.00 7,495,350.00 98.99 7,423,950.00 -71,400.00 FNMA 3YrNc1YrE 07/26/2019 1.050 15,000,000.00 15,000,000.00 98.71 14,806,800.00 -193,200.00 FNMA 3.5YrNc1YrE 07/26/2019 1.125 25,000,000.00 25,000,000.00 98.83 24,706,750.00 -293,250.00 FNMA 3Yr 10/24/2019 1.000 10,000,000.00 9,973,200.00 98.37 9,836,900.00 -136,300.00 FNMA 3YrNc6MoB 11/25/2019 1.400 10,000,000.00 10,000,000.00 98.82 9,881,700.00 -118,300.00 FNMA 1YR BULLET 05/21/2018 .875 10,000,000.00 9,968,300.00 99.74 9,973,800.00 5,500.00 FNMA 3Yr 07/30/2020 1.500 10,000,000.00 9,969,700.00 98.76 9,876,300.00 -93,400.00 FNMA 2Yr 08/28/2019 1.500 10,000,000.00 10,019,600.00 99.25 9,925,200.00 -94,400.00 FNMA 2.16Yr2MoB 01/27/2020 1.650 5,000,000.00 4,983,850.00 99.19 4,959,650.00 -24,200.00 FNMA 1.4YrNC5MoB 05/29/2019 1.300 10,000,000.00 9,922,200.00 99.02 9,901,900.00 -20,300.00 FNMA 1.25Yr 02/26/2019 1.000 25,000,000.00 24,770,250.00 99.06 24,763,750.00 -6,500.00 FNMA 2Yr 01/21/2020 1.625 15,000,000.00 14,910,900.00 99.35 14,901,750.00 -9,150.00 FNMA 2.25Yr 03/06/2020 1.750 11,082,000.00 11,042,326.44 99.44 11,019,719.16 -22,607.28 FNMA 4.83Yr 10/05/2022 2.000 15,000,000.00 14,782,200.00 98.75 14,812,650.00 30,450.00 1.252 236,082,000.00 235,337,876.44 98.95 233,600,494.16 -1,737,382.28 FNMA 4.25YrNc6MoB 09/09/2020 1.400 15,000,000.00 15,000,000.00 98.01 14,701,200.00 -298,800.00 1.400 15,000,000.00 15,000,000.00 98.01 14,701,200.00 -298,800.00 FNMA 4YrNc6MoB 03/09/2020 1.300 15,000,000.00 15,000,000.00 99.38 14,907,150.00 -92,850.00 FNMA 4YrNc6MoB 03/30/2020 1.250 10,000,000.00 10,000,000.00 99.96 9,996,000.00 -4,000.00 FNMA 5YrNc6MoB 03/30/2021 1.500 15,000,000.00 15,000,000.00 98.09 14,712,750.00 -287,250.00 FNMA 5YrNc6MoB 06/09/2021 1.550 15,000,000.00 15,000,000.00 98.32 14,747,250.00 -252,750.00 FNMA 4YrNc6MoB 06/30/2020 1.150 20,000,000.00 20,000,000.00 98.51 19,702,800.00 -297,200.00 FNMA 5YrNc6MoB 07/27/2021 1.250 15,000,000.00 15,000,000.00 97.25 14,587,650.00 -412,350.00 FNMA 5YrNc6MoB 07/27/2021 1.250 20,000,000.00 20,000,000.00 97.46 19,492,600.00 -507,400.00 FNMA 4YrNc6MoB 11/24/2020 1.125 15,000,000.00 15,000,000.00 97.76 14,664,150.00 -335,850.00 1.291 125,000,000.00 125,000,000.00 98.25 122,810,350.00 -2,189,650.00 FHLB DISC NOTE 01/12/2018 1.140 20,000,000.00 19,884,100.00 99.96 19,992,177.78 108,077.78 FHLB DISC NOTE 02/09/2018 1.140 5,000,000.00 4,971,183.33 99.86 4,993,066.67 21,883.34 FHLB DISC NOTE 02/21/2018 1.324 10,000,000.00 9,943,074.44 99.82 9,981,866.67 38,792.23 FHLB DISC NOTE 02/21/2018 1.142 15,000,000.00 14,914,611.67 99.82 14,972,800.00 58,188.33 FHLB DISC NOTE 01/23/2018 1.245 42,600,000.00 42,527,810.75 99.92 42,566,677.33 38,866.58 FHLB DISC NOTE 01/17/2018 1.240 20,925,000.00 20,894,007.98 99.94 20,913,096.00 19,088.02 FHLB DISC NOTE 01/17/2018 1.240 50,000,000.00 49,925,944.44 99.94 49,971,555.56 45,611.12 1.222 163,525,000.00 163,060,732.61 99.92 163,391,240.01 330,507.40 FHLB 5YrNc3MoB 06/20/2018 1.250 3,719,720.08 3,719,720.08 99.73 3,709,639.64 -10,080.44 FHLB 2.5YrNc1YrE 09/28/2018 1.100 5,000,000.00 5,000,000.00 99.53 4,976,450.00 -23,550.00 FHLB 5Yr 04/05/2021 1.375 5,000,000.00 4,996,350.00 97.73 4,886,550.00 -109,800.00 FHLB 4Yr 04/06/2020 1.200 10,000,000.00 9,996,000.00 98.23 9,822,900.00 -173,100.00 FHLB 2Yr 08/07/2018 .625 5,000,000.00 4,989,600.00 99.38 4,969,100.00 -20,500.00 FHLB 2Yr 08/07/2018 .625 25,000,000.00 24,948,000.00 99.38 24,845,500.00 -102,500.00 FHLB 2Yr 08/07/2018 .625 10,000,000.00 9,979,200.00 99.38 9,938,200.00 -41,000.00 FHLB 1.5Yr 01/08/2018 .650 15,000,000.00 15,007,200.00 99.99 14,998,950.00 -8,250.00 FHLB 1.5Yr 01/08/2018 .650 10,000,000.00 10,006,200.00 99.99 9,999,300.00 -6,900.00 FHLB 2YrNc1YrE 11/23/2018 1.000 9,500,000.00 9,500,000.00 99.20 9,423,620.00 -76,380.00 FHLB 3Yr 08/05/2019 .875 15,000,000.00 14,971,200.00 98.37 14,756,100.00 -215,100.00 FHLB 2Yr 10/01/2018 .875 10,000,000.00 9,993,200.00 99.34 9,933,500.00 -59,700.00 FHLB 1Yr 02/23/2018 .875 21,540,000.00 21,530,307.00 99.95 21,528,368.40 -1,938.60 FHLB 1.25YrNc6MoB 05/10/2018 1.000 9,500,000.00 9,483,850.00 99.80 9,481,000.00 -2,850.00 FHLB 2.25YrNc2YrE 07/26/2019 1.375 10,000,000.00 9,986,000.00 99.17 9,916,900.00 -69,100.00 FHLB 2Yr 07/12/2019 1.460 10,000,000.00 9,995,400.00 99.34 9,934,000.00 -61,400.00 FHLB 2.75YrNc9MoE 05/22/2020 1.600 5,000,000.00 5,000,000.00 98.86 4,943,100.00 -56,900.00 FHLB 3YrNc1YrE 08/28/2020 2.000 10,000,000.00 10,061,000.00 100.07 10,007,400.00 -53,600.00 FHLB 3YrNc1YrE 08/28/2020 1.650 5,000,000.00 5,000,000.00 98.87 4,943,500.00 -56,500.00 FHLB 2YrNc3MoB 08/28/2019 1.550 5,000,000.00 5,000,000.00 99.22 4,960,950.00 -39,050.00 3130A8PK3 3130A8NZ2 3130AC2C7 3130AAUT3 1565: FNMA-STEP%-S 30/360 3136G3XT7 3136G3ZW8 1700: FHLB-DISC NOTE 3136G3DV4 3136G3PB5 3136G3TG0 1525: FNMA-Fxd-S 30/360 3136G3WC5 3136G3SY2 3135G0A78 3135G0UU5 3136G3XE0 3135G0M26 3135G0T60 3135G0S46 3130A7PV1 3130A8Y72 3130A8WS8 3136G3XS9 3134GBMP4 3136G3A62 3136G3P25 3134GBGB2 313385SW7 3130A7PU3 3134GBYN6 3136G0YK1 3130A8PK3 3130ABRS7 3130ABYZ3 3130ABB21 3130A9AE1 3130A8XH1 3136G3RL1 3134GBTE2 3134GATA2 3134GAYR9 3130ABZE9 3134GAPA6 1.6581.550 1.631 2.660 1.650 2.585 2.660 1.790 2.571 1.483 1.498 1.529 1.600 2.341 2.392 1.154 .354 .356 1.444 1.538 1.567 .908 .744 .751 .920 .147 .148 1.000 .888 .896 .940 1.574 1.595 .618 .022 .022 .608 .022 .022 .726 .596 .600 .726 .596 .600 1.210 2.221 2.266 .726 .596 .600 1.100 .735 .742 1.390 3.168 3.263 1.250 .465 .468 1.242 .046 .047 313385RX6 1.242 1.212 .065 .066 313385RX6 1.247 .062 .063 .046 .047 1.147 .108 .110 1.132 .141 .142 1.132 .141 .142 1.291 2.912 2.990 2.247 1.550 3.441 1.147 .032 .033 1.125 2.840 2.901 1.150 3.333 1.250 3.465 3.573 2.4992.457 1.400 2.632 2.693 1.250 3.465 3.573 1.500 3.153 3.247 1.400 2.632 2.693 2.1891.300 1.250 2.203 1.800 2.013 2.074 1.761 1.135 2.143 1.913 2.117 1.4083136G1MG1 3135G0J53 4.491 4.764 1.423 1.740 1.786 2.181 2.322 1.911 1.996 2.058 1.604 2.505 2.581 1.156 1.833 1.389 1.400 1.633 1.658 1.400 1.866 1.901 1.181 .384 .386 1.125 1.544 1.567 1.091 1.789 1.814 .900 1.055 1.068 1.050 1.546 1.567 1.000 1.547 1.567 3135G0M26 1.000 1.547 1.567 .800 .568 .570 1.350 2.467 2.534 1.250 3.358 3.479 1.721 1.748 1.922 1.9591.500 4.573 2.000 4.252 2.100 4.300 4.573 1.516 2.000 4.258 4.477 4.512 1.500 2.953 3.058 2.050 4.306 1.600 2.816 2.901 3134GBSE3 2.050 4.272 4.496 3134GBSD5 3134GBTD4 2.337 2.392 1.600 2.334 2.392 1.650 3.050 3.153 1.500 1.500 2.268 2.323 3134GBKC5 1.500 2.268 2.323 3134GBHN5 1.327 2.768 2.830 1.500 2.751 2.825 1.900 3.834 4.000 3134GAA87 3134GAA87 3134GAZ49 1.250 2.103 2.151 1.650 3.795 3.942 1.900 3.834 4.000 1.550 3.768 3.907 3134GAYG3 1.500 3.808 3.942 3134GAYF5 1.400 3.700 3.825 3134GATB0 3134GATA2 1.500 3.786 3.9183134GAUA0 1.400 3.700 3.825 1.550 3.723 3.863 1.500 3.692 3.825 1.500 3.692 3.825 1.400 3.700 3.825 3134GARL0 1.250 3.716 3.827 3134GAQV9 1.250 2.759 2.825 3134GAQV9 1.400 3.700 3.825 1.375 3.697 3.8193134GAPM0 3134GAPM0 1.375 3.697 3.819 1.450 3.624 3.751 3134GANB6 1.350 3.633 3.751 3134GAKY9 1.500 3.571 3.704 3134GAET7 1.500 3.620 3.751 3134GADP6 313383EP2 3130A7H57 3135G0WJ8 3134GBWD0 3134GASF2 3135G0R39 3136G4GU1 3134GBWS7 3130AC3J1 3134GASF2 3134GBPJ5 3134G7S77 3136G3BX2 3136G3EH4 3136G3SG1 3135G0T78 1560: FNMA-STEP%-Q 30/360 3134GBYK2 313385SD9 313385RS7 3136G3Y74 313385TJ5 313385TJ5 3130A8NZ2 3130A8PK3 1725: FHLB-Fxd-S 30/360 COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 1088 Description Maturity Date Coupon Par Value Book Value Market Price Market Value Unrealized Gain/Loss Month End Portfolio Holdings Yield To Mat Modified Duration Years To Maturity CUSIP FHLB 2Yr 03/08/2019 1.500 10,000,000.00 10,022,300.00 99.59 9,958,900.00 -63,400.00 FHLB 2.5Yr 03/29/2019 1.360 10,000,000.00 10,001,500.00 99.42 9,941,500.00 -60,000.00 FHLB 1.5Yr 02/08/2019 1.350 12,500,000.00 12,491,375.00 99.48 12,435,375.00 -56,000.00 FHLB 1Yr 10/01/2018 .875 50,000,000.00 49,730,692.00 99.34 49,667,500.00 -63,192.00 FHLB 2.5Yr 05/29/2020 1.613 10,000,000.00 9,950,500.00 99.06 9,906,000.00 -44,500.00 FHLB 2.58YrNc1MoB 06/29/2020 1.650 5,350,000.00 5,321,270.50 99.06 5,299,763.50 -21,507.00 FHLB 1.25Yr 03/08/2019 1.500 15,000,000.00 14,950,500.00 99.59 14,938,350.00 -12,150.00 FHLB 8Mo 08/08/2018 .950 15,000,000.00 14,938,650.00 99.58 14,936,400.00 -2,250.00 FHLB 4.5 Yr 06/10/2022 2.125 7,975,000.00 7,955,620.75 99.33 7,921,567.50 -34,053.25 FHLB 9Mo 09/28/2018 1.250 40,000,000.00 39,862,400.00 99.66 39,865,600.00 3,200.00 1.120 375,084,720.08 374,388,035.33 99.40 372,845,984.04 -1,542,051.29 FHLB 3YrNcMoB 08/15/2019 1.375 25,000,000.00 25,000,000.00 99.72 24,930,250.00 -69,750.00 1.375 25,000,000.00 25,000,000.00 99.72 24,930,250.00 -69,750.00 FHLB 5YrNc3MoB 09/30/2021 1.350 15,000,000.00 15,000,000.00 98.25 14,737,650.00 -262,350.00 FHLB 5YrNc3MoB 09/30/2021 1.350 15,000,000.00 15,000,000.00 98.21 14,731,500.00 -268,500.00 FHLB 5YrNc6MoB 12/09/2021 1.600 10,000,000.00 10,000,000.00 98.07 9,807,100.00 -192,900.00 FHLB 5YrNc6MoB 12/09/2021 1.600 10,000,000.00 10,000,000.00 98.07 9,807,100.00 -192,900.00 FHLB 5YrNc1YrB 12/08/2021 1.700 15,000,000.00 15,000,000.00 98.96 14,843,850.00 -156,150.00 FHLB 5YrNc6MoB 07/26/2022 2.000 15,000,000.00 15,000,000.00 99.26 14,888,400.00 -111,600.00 FHLB 5YrNc6MoB 02/09/2022 1.750 20,000,000.00 20,000,000.00 99.32 19,863,400.00 -136,600.00 FHLB 5YrNc3MoB 08/24/2022 2.000 10,000,000.00 10,000,000.00 98.69 9,869,100.00 -130,900.00 FHLB 5YrNc3MoB 08/24/2022 2.000 15,000,000.00 15,000,000.00 98.71 14,806,650.00 -193,350.00 FHLB 5YrNc3MoB 05/24/2022 1.800 20,000,000.00 20,000,000.00 99.39 19,878,000.00 -122,000.00 1.717 145,000,000.00 145,000,000.00 98.78 143,232,750.00 -1,767,250.00 FHLB 4Yr 09/22/2020 1.685 10,000,000.00 10,000,000.00 100.27 10,026,600.00 26,600.00 FHLB 4Yr 09/22/2020 1.685 15,000,000.00 15,000,000.00 100.27 15,039,900.00 39,900.00 FHLB 4Yr 09/28/2020 1.714 10,000,000.00 10,000,000.00 100.34 10,034,100.00 34,100.00 FHLB 4Yr 09/28/2020 1.714 15,000,000.00 15,000,000.00 100.34 15,051,150.00 51,150.00 1.700 50,000,000.00 50,000,000.00 100.30 50,151,750.00 151,750.00 FHLB 3Yr 07/01/2020 1.460 25,000,000.00 25,000,000.00 100.55 25,137,500.00 137,500.00 1.460 25,000,000.00 25,000,000.00 100.55 25,137,500.00 137,500.00 FFCB DISC NOTE 01/24/2018 1.062 25,000,000.00 24,783,333.33 99.92 24,980,250.00 196,916.67 FFCB DISC NOTE 10/24/2018 1.620 20,000,000.00 19,705,700.00 98.64 19,728,000.00 22,300.00 FFCB DISC NOTE 09/05/2018 1.600 25,000,000.00 24,704,444.44 98.91 24,726,750.00 22,305.56 1.413 70,000,000.00 69,193,477.77 99.19 69,435,000.00 241,522.23 FFCB 3YrNc3MoA 10/15/2018 1.110 5,000,000.00 5,000,000.00 99.52 4,976,000.00 -24,000.00 FFCB 3YrNc1YrA 03/29/2019 1.250 10,310,000.00 10,310,000.00 99.22 10,229,582.00 -80,418.00 FFCB 4YrNc1YrA 04/27/2020 1.420 7,700,000.00 7,700,000.00 98.40 7,576,492.00 -123,508.00 FFCB 2.5YrNc3MoA 01/28/2019 1.110 25,000,000.00 25,000,000.00 99.12 24,780,250.00 -219,750.00 FFCB 4YrNc1YrA 08/24/2020 1.320 10,000,000.00 10,000,000.00 98.25 9,825,300.00 -174,700.00 FFCB 4YrNc1YrA 09/21/2020 1.350 10,000,000.00 10,000,000.00 98.04 9,804,400.00 -195,600.00 FFCB 4YrNc1YrA 10/13/2020 1.340 15,000,000.00 15,000,000.00 97.63 14,644,500.00 -355,500.00 FFCB 4YrNc3MoA 11/02/2020 1.380 10,000,000.00 10,000,000.00 97.12 9,711,500.00 -288,500.00 FFCB 4YrNc1YrA 12/07/2020 1.770 10,000,000.00 10,000,000.00 99.10 9,909,800.00 -90,200.00 FFCB 3YrNc1YrE 02/27/2020 1.710 10,000,000.00 10,000,000.00 99.23 9,922,900.00 -77,100.00 FFCB 1.5Yr 11/21/2018 1.250 10,000,000.00 9,987,200.00 99.59 9,958,700.00 -28,500.00 FFCB 1.5Yr 11/21/2018 1.250 10,000,000.00 9,990,000.00 99.59 9,958,700.00 -31,300.00 FFCB 2.5Yr 01/17/2020 1.520 10,000,000.00 10,000,000.00 99.01 9,901,300.00 -98,700.00 FFCB 3Yr 08/10/2020 1.550 5,000,000.00 5,000,000.00 98.75 4,937,700.00 -62,300.00 FFCB 2Yr 08/28/2019 1.400 5,000,000.00 5,000,000.00 99.13 4,956,500.00 -43,500.00 FFCB 2Yr 06/24/2019 1.520 5,000,000.00 5,010,640.00 99.49 4,974,350.00 -36,290.00 FFCB 2Yr 08/28/2019 1.400 10,000,000.00 9,998,000.00 99.13 9,913,000.00 -85,000.00 FFCB 3Yr 03/20/2020 1.450 20,000,000.00 19,970,400.00 98.75 19,749,200.00 -221,200.00 FFCB 3Yr 10/26/2020 1.750 20,000,000.00 19,994,000.00 99.06 19,811,600.00 -182,400.00 FFCB 2Yr 11/06/2019 1.600 25,000,000.00 24,967,247.50 99.37 24,841,750.00 -125,497.50 1.429 233,010,000.00 232,927,487.50 98.87 230,383,524.00 -2,543,963.50 FFCB 5Yr 10/10/2019 1.502 15,000,000.00 15,000,000.00 100.20 15,030,150.00 30,150.00 FFCB 5Yr 10/10/2019 1.502 25,000,000.00 25,000,000.00 100.20 25,050,250.00 50,250.00 FFCB 5Yr 10/10/2019 1.502 10,000,000.00 9,997,560.00 100.20 10,020,100.00 22,540.00 FFCB 2Yr 02/09/2018 1.512 15,000,000.00 15,000,000.00 100.02 15,003,600.00 3,600.00 FFCB 2Yr 02/09/2018 1.512 20,000,000.00 20,000,000.00 100.02 20,004,800.00 4,800.00 FFCB 3Yr 11/23/2018 1.672 10,000,000.00 10,006,056.38 100.19 10,019,100.00 13,043.62 FFCB 3Yr 02/25/2019 1.822 15,000,000.00 15,000,000.00 100.43 15,064,200.00 64,200.00 FFCB 3Yr 02/25/2019 1.822 5,000,000.00 5,000,000.00 100.43 5,021,400.00 21,400.00 FFCB 2.5Yr 09/17/2018 1.486 5,000,000.00 5,000,000.00 100.23 5,011,250.00 11,250.00 FFCB 3 Yr 04/04/2019 1.572 25,000,000.00 25,000,000.00 100.34 25,085,000.00 85,000.00 FFCB 4Yr 04/01/2020 1.596 25,000,000.00 25,000,000.00 100.55 25,137,000.00 137,000.00 FFCB 4Yr 04/13/2020 1.705 50,000,000.00 50,000,000.00 100.57 50,286,500.00 286,500.00 FFCB 5Yr 05/25/2021 1.822 10,000,000.00 10,000,000.00 100.74 10,073,800.00 73,800.00 FFCB 5Yr 05/25/2021 1.822 10,000,000.00 10,000,000.00 100.74 10,073,800.00 73,800.00 FFCB 3Yr 07/15/2019 1.667 5,000,000.00 5,000,000.00 100.38 5,018,800.00 18,800.00 FFCB 3Yr 10/11/2019 1.612 15,000,000.00 15,000,000.00 100.39 15,059,100.00 59,100.00 FFCB 3Yr 10/24/2019 1.732 15,000,000.00 15,000,000.00 100.40 15,059,700.00 59,700.00 FFCB 3Yr 11/14/2019 1.642 15,000,000.00 15,000,000.00 100.39 15,058,050.00 58,050.00 FFCB 3Yr 11/14/2019 1.642 15,000,000.00 15,000,000.00 100.39 15,058,050.00 58,050.00 1.630 305,000,000.00 305,003,616.38 100.37 306,134,650.00 1,131,033.62 FAMCA 1 Yr 05/15/2018 1.250 25,000,000.00 25,000,000.00 99.97 24,991,250.00 -8,750.00 FAMCA 1Yr 05/10/2018 1.150 25,000,000.00 25,000,000.00 99.93 24,983,000.00 -17,000.00 FAMCA 1YrNc6MoB 04/19/2018 1.250 25,000,000.00 25,000,000.00 99.92 24,979,000.00 -21,000.00 FAMCA 1YrNc6MoB 04/19/2018 1.250 25,000,000.00 25,000,000.00 99.92 24,979,000.00 -21,000.00 FAMCA 1YrNc6MoB 04/19/2018 1.250 15,000,000.00 15,000,000.00 99.92 14,987,400.00 -12,600.00 FAMCA 2Yr 08/15/2018 1.250 5,000,000.00 4,996,000.00 99.81 4,990,650.00 -5,350.00 FAMCA 1.25Yr 09/14/2018 1.320 15,000,000.00 15,000,000.00 99.82 14,973,000.00 -27,000.00 FAMCA 2Yr 08/20/2019 1.440 5,000,000.00 4,999,800.00 99.41 4,970,400.00 -29,400.00 FAMCA 2Yr 09/26/2019 1.420 10,000,000.00 10,000,000.00 99.29 9,928,800.00 -71,200.00 FAMCA 1.4Yr 05/15/2019 1.810 10,000,000.00 10,000,000.00 99.86 9,985,900.00 -14,100.00 FAMCA 1.5Yr 06/24/2019 1.860 20,000,000.00 20,000,000.00 99.96 19,992,400.00 -7,600.00 1.356 180,000,000.00 179,995,800.00 99.87 179,760,800.00 -235,000.00 FAMCA 1 Yr 04/03/2018 1.302 50,000,000.00 50,000,000.00 100.05 50,025,500.00 25,500.00 FAMCA 2.5 Yr 06/02/2020 1.512 25,000,000.00 25,063,500.00 100.17 25,042,500.00 -21,000.00 1.372 75,000,000.00 75,063,500.00 100.09 75,068,000.00 4,500.00 FAMCA 3Yr 03/19/2019 1.683 10,000,000.00 10,000,000.00 100.34 10,033,500.00 33,500.00 1950: FMAC-Fxd-S 30/360 3132X0RB9 3132X0RW3 3132X0SB8 3132X0SU6 3133EHNY5 3133EHNY5 1930: FFCB-Var-M A/360 3133EFP84 3133EFT56 3133EFE52 3133EDXQ0 3133EFNK9 3133EFNK9 1770: FHLB-Var-Q A/360 1900: FFCB-DISC NOTE 1925: FFCB-Fxd-S 30/360 313313SE9 1760: FHLB-STEP%-Q 30/360 1765: FHLB-STEP%-S 30/360 3130AA2T4 3130AA2T4 3130AC3D4 3130A9AE1 3130ACBD5 3133782M2 3130A9FU0 3132X0WY3 3132X0A50 3130AA5A2 313313L71 3130AC6H2 3130AC4T8 1965: FMAC-Var-M A/360 3130ACJX3 1975: FMAC-Var-Q A/360 3133EGLV5 3133EGCE3 3132X0SB8 3132X0UT6 3132X0SB8 3133EGCE3 3130A9FM8 3130ABVZ6 3130ABZW9 3130ABQV1 3130ABY34 3132X0WK3 3133EGYA7 3133EGZS7 3133EGF67 .978 1.683 1.302 .255 .255 1.208 1.214 1.409 2.375 2.422 1.337 .962 1.358 .657 .667 1.810 1.347 1.370 1.860 1.453 1.479 .622 1.320 .695 .704 1.420 1.703 1.737 .297 .299 1.250 .297 .299 1.442 1.604 1.636 1.320 .615 .370 1.629 1.150 .354 .356 1.250 .297 .299 1.685 1.693 1.642 1.854 1.871 1.642 1.854 1.814 1.667 1.529 1.871 1.732 1.800 1.822 3.354 3.400 1.537 1.612 1.764 1.596 2.312 2.252 1.778 1.705 2.261 2.285 1.822 3.354 3.400 1.486 .709 .712 1.572 1.251 1.258 .110 1.822 1.144 1.153 1.822 1.144 1.153 1.769 1.775 1.512 .105 .110 1.606 .892 .896 1.512 .105 1.515 1.769 1.775 1.448 1.953 2.002 1.502 1.769 1.775 1.502 1.760 2.731 2.822 1.667 1.808 1.849 1.410 1.634 1.658 3133EHZN6 1.511 2.167 2.219 3133EHWN9 1.400 1.634 1.658 3133EEZ60 1.400 1.459 1.479 3133EHWN9 1.520 1.992 2.047 3133EHUL5 1.550 2.532 2.611 3133EHRK1 1.342 .880 .890 1.322 .880 .890 1.770 2.843 2.937 1.710 2.096 2.159 2.716 2.786 3133EGC94 1.380 2.766 2.841 3133EGXX8 1.077 1.320 2.581 2.649 1.350 2.654 2.726 1.110 1.061 .789 1.250 1.227 1.241 1.420 2.271 2.323 1.110 .782 .679 1.421 .489 .497 1.619 .668 1.049 .065 .066 1.644 .800 .814 2.713 2.501 1.460 2.713 2.501 3130A8NF6 1.460 1.714 2.722 2.745 2.709 2.7371.700 1.685 2.696 2.729 1.714 2.722 2.745 1.685 2.696 2.729 1.800 4.220 4.397 1.718 3.993 4.176 4.309 4.570 2.000 4.386 4.649 4.112 3.751 2.000 4.386 4.649 1.750 3.918 1.700 3.788 3.940 2.000 3.799 3.942 1.600 3.633 3.751 3.799 1.350 3.942 1.600 3.633 1.375 1.607 1.622 1.375 1.607 1.350 1.711 .732 .742 1.622 1.304 1.073 1.095 1.446 .742 .596 .6033130A8WT6 2.182 4.211 4.444313379Q69 1.568 1.861 2.439 2.496 1.766 1.165 1.184 .751 1.813 2.355 2.411 1.241 1.400 1.085 1.107 1.350 1.229 1.351 1.167 1.184 1.250 .367 1.250 3130A8UH4 1.340 313313E61 3133EFHH3 3132X0C41 3132X0QY0 3133EFM61 3133EGVK8 3133EFQJ9 3133EHAJ2 3133EFE52 3130A9DH1 3130A9DA6 1767: FHLB-Var-M A/360 3132X0ED9 3133782M2 3130ABQ25 3133EF5D5 3133EGR49 3133EFV38 3130A9FR7 3130A9FR7 3133EDXQ0 3133EHP98 3133EHJ95 3133EGNY7 3133EGSA4 3133EDXQ0 3133EGF67 3133EF2Z9 3132X0AT8 COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 1189 Description Maturity Date Coupon Par Value Book Value Market Price Market Value Unrealized Gain/Loss Month End Portfolio Holdings Yield To Mat Modified Duration Years To Maturity CUSIP FAMCA 3Yr 07/26/2019 1.511 15,000,000.00 15,000,000.00 100.49 15,074,100.00 74,100.00 1.580 25,000,000.00 25,000,000.00 100.43 25,107,600.00 107,600.00 UC REGENTS 02/14/2018 1.350 50,000,000.00 49,872,500.00 99.84 49,917,500.00 45,000.00 UC REGENTS 01/11/2018 1.400 20,000,000.00 19,978,222.22 99.96 19,992,222.22 14,000.00 1.364 70,000,000.00 69,850,722.22 99.87 69,909,722.22 59,000.00 CALIFORNIA STATE 01/04/2018 1.310 15,000,000.00 15,000,000.00 100.00 15,000,000.00 0.00 CALIFORNIA STATE 01/10/2018 1.310 8,000,000.00 8,000,000.00 100.00 8,000,000.00 0.00 1.310 23,000,000.00 23,000,000.00 100.00 23,000,000.00 0.00 CONNECTICUT STATE 08/01/2018 2.250 25,000,000.00 25,613,250.00 102.45 25,613,250.00 0.00 TEXAS STATE 10/01/2019 1.497 5,000,000.00 5,000,000.00 100.00 5,000,000.00 0.00 OHIO STATE 05/01/2018 1.250 9,535,000.00 9,597,549.60 100.66 9,597,549.60 0.00 HAWAII STATE 04/01/2019 1.380 4,990,000.00 4,990,000.00 100.00 4,990,000.00 0.00 HAWAII STATE 04/01/2020 1.660 5,055,000.00 5,055,000.00 100.00 5,055,000.00 0.00 HAWAII STATE 04/01/2018 1.250 4,925,000.00 4,933,569.50 100.17 4,933,569.50 0.00 RHODE ISLAND STATE 05/01/2018 1.250 2,595,000.00 2,607,144.60 100.47 2,607,144.60 0.00 RHODE ISLAND STATE 05/01/2020 1.625 2,660,000.00 2,670,719.80 100.40 2,670,719.80 0.00 RHODE ISLAND STATE 05/01/2019 1.375 2,625,000.00 2,636,838.75 100.45 2,636,838.75 0.00 CALIFORNIA STATE 04/01/2018 .900 41,290,000.00 41,120,711.00 99.59 41,120,711.00 0.00 GEORGIA STATE 07/01/2020 3.000 6,825,000.00 7,254,770.25 106.30 7,254,770.25 0.00 GEORGIA STATE 07/01/2018 3.000 6,345,000.00 6,602,480.10 104.06 6,602,480.10 0.00 GEORGIA STATE 07/01/2019 3.000 6,580,000.00 6,943,874.00 105.53 6,943,874.00 0.00 ARKANSAS STATE 06/01/2018 2.250 12,810,000.00 13,139,473.20 102.57 13,139,473.20 0.00 ARKANSAS STATE 06/01/2019 2.000 13,470,000.00 13,837,192.20 102.73 13,837,192.20 0.00 HAWAII STATE 10/01/2018 1.000 4,870,000.00 4,878,473.80 100.17 4,878,473.80 0.00 HAWAII STATE 10/01/2019 1.151 2,250,000.00 2,253,262.50 100.15 2,253,262.50 0.00 HAWAII STATE 10/01/2020 1.370 2,250,000.00 2,254,320.00 100.19 2,254,320.00 0.00 CALIFORNIA STATE 11/01/2018 1.050 50,000,000.00 50,098,500.00 100.20 50,098,500.00 0.00 OREGON STATE 05/01/2019 1.450 1,830,000.00 1,829,981.70 100.00 1,829,981.70 0.00 OREGON STATE 04/01/2019 1.440 1,750,000.00 1,749,982.50 100.00 1,749,982.50 0.00 OREGON STATE 04/01/2018 1.020 1,735,000.00 1,734,982.65 100.00 1,734,982.65 0.00 OREGON STATE 05/01/2018 1.030 1,560,000.00 1,559,984.40 100.00 1,559,984.40 0.00 CALIFORNIA STATE 04/01/2018 1.248 33,000,000.00 33,000,000.00 100.00 33,000,000.00 0.00 WASHINGTON STATE 08/01/2018 1.350 1,620,000.00 1,620,000.00 100.00 1,620,000.00 0.00 WASHINGTON STATE 08/01/2019 1.500 8,745,000.00 8,738,703.60 99.93 8,738,703.60 0.00 SANTA CLARA COUNTY G.O.08/01/2018 1.650 33,510,000.00 33,510,000.00 100.00 33,510,000.00 0.00 STATE OF CALIFORNIA 04/01/2021 2.625 14,400,000.00 14,688,720.00 102.01 14,688,720.00 0.00 1.568 307,225,000.00 309,919,484.15 100.88 309,919,484.15 0.00 DEXIA (GUARANTEE)01/16/2018 1.300 25,000,000.00 24,808,291.67 99.94 24,984,062.50 175,770.83 NATL SEC CLEARING CORP 01/02/2018 1.300 40,000,000.00 39,721,222.22 100.00 39,998,300.00 277,077.78 APPLE 02/12/2018 1.340 25,000,000.00 24,788,493.06 99.82 24,955,375.00 166,881.94 APPLE 02/12/2018 1.340 25,000,000.00 24,802,347.22 99.82 24,955,375.00 153,027.78 APPLE 02/28/2018 1.330 25,000,000.00 24,823,590.28 99.75 24,938,375.00 114,784.72 NESTLE 02/28/2018 1.190 30,000,000.00 29,811,583.20 99.75 29,926,050.00 114,466.80 NATL SEC CLEARING CORP 02/28/2018 1.300 18,000,000.00 17,877,800.00 99.75 17,955,630.00 77,830.00 NESTLE 03/28/2018 1.280 50,000,000.00 49,626,666.67 99.63 49,814,861.11 188,194.44 NESTLE 04/25/2018 1.220 15,000,000.00 14,879,525.00 99.50 14,924,950.00 45,425.00 APPLE 03/14/2018 1.320 50,000,000.00 49,653,500.00 99.69 49,845,000.00 191,500.00 DEXIA (GUARANTEE)05/07/2018 1.400 30,000,000.00 29,718,833.33 99.44 29,832,000.00 113,166.67 MICROSOFT CORP 03/26/2018 1.290 20,000,000.00 19,860,250.00 99.64 19,927,666.67 67,416.67 MICROSOFT CORP 03/14/2018 1.280 50,000,000.00 49,678,222.22 99.69 49,845,000.00 166,777.78 APPLE 05/09/2018 1.350 35,000,000.00 34,695,500.00 99.43 34,800,888.89 105,388.89 DEXIA (GUARANTEE)06/11/2018 1.500 35,000,000.00 34,617,916.67 99.28 34,749,555.56 131,638.89 GENERAL ELECTRIC 03/30/2018 1.380 50,000,000.00 49,660,750.00 99.62 49,810,555.56 149,805.56 DEXIA (GUARANTEE)07/10/2018 1.520 25,000,000.00 24,719,222.22 99.10 24,775,694.44 56,472.22 TOYOTA MOTOR CORP 01/26/2018 1.280 40,000,000.00 39,859,200.00 99.89 39,957,500.00 98,300.00 NATL SEC CLEARING CORP 01/17/2018 1.250 35,000,000.00 34,891,840.28 99.93 34,976,200.00 84,359.72 TOYOTA MOTOR CORP 02/28/2018 1.330 40,000,000.00 39,812,322.22 99.75 39,901,400.00 89,077.78 TOYOTA MOTOR CORP 01/25/2018 1.270 35,000,000.00 34,895,048.61 99.90 34,964,300.00 69,251.39 NATL SEC CLEARING CORP 05/29/2018 1.400 50,000,000.00 49,593,611.11 99.34 49,671,111.11 77,500.00 MICROSOFT CORP 01/29/2018 1.280 50,000,000.00 49,850,666.67 99.88 49,940,500.00 89,833.33 MICROSOFT CORP 05/22/2018 1.450 50,000,000.00 49,605,277.78 99.37 49,686,666.67 81,388.89 MICROSOFT CORP 01/29/2018 1.280 50,000,000.00 49,852,444.44 99.88 49,940,500.00 88,055.56 TOYOTA MOTOR CORP 05/29/2018 1.550 25,000,000.00 24,787,951.39 99.34 24,835,555.56 47,604.17 TOYOTA MOTOR CORP 01/11/2018 1.320 45,000,000.00 44,914,200.00 99.96 44,980,875.00 66,675.00 NATL SEC CLEARING CORP 01/26/2018 1.310 25,000,000.00 24,949,055.56 99.89 24,973,437.50 24,381.94 NATL SEC CLEARING CORP 01/25/2018 1.310 20,000,000.00 19,959,972.22 99.90 19,979,600.00 19,627.78 DEXIA (GUARANTEE)03/05/2018 1.390 50,000,000.00 49,828,180.56 99.73 49,864,375.00 36,194.44 PROCTER & GAMBLE 02/27/2018 1.350 50,000,000.00 49,846,250.00 99.76 49,878,875.00 32,625.00 TOYOTA MOTOR CORP 07/02/2018 1.660 25,000,000.00 24,761,375.00 99.14 24,785,138.89 23,763.89 DEXIA (GUARANTEE)03/06/2018 1.390 45,000,000.00 44,847,100.00 99.72 44,876,000.00 28,900.00 NATL SEC CLEARING CORP 01/25/2018 1.340 20,000,000.00 19,966,500.00 99.90 19,979,600.00 13,100.00 APPLE 05/22/2018 1.480 30,000,000.00 29,800,200.00 99.37 29,812,000.00 11,800.00 MICROSOFT CORP 02/14/2018 1.370 50,000,000.00 49,878,222.22 99.81 49,906,500.00 28,277.78 PROCTER & GAMBLE 02/27/2018 1.370 50,000,000.00 49,853,486.11 99.76 49,878,875.00 25,388.89 WAL-MART STORES INC 01/08/2018 1.390 50,000,000.00 49,953,666.67 99.97 49,985,125.00 31,458.33 EXXON MOBIL 01/04/2018 1.400 73,000,000.00 72,963,094.44 99.99 72,990,692.50 27,598.06 ARCHER DANIELS MIDLAND 01/10/2018 1.470 50,000,000.00 49,971,416.67 99.96 49,980,875.00 9,458.33 NATL SEC CLEARING CORP 01/12/2018 1.500 20,000,000.00 19,986,666.67 99.95 19,990,650.00 3,983.33 TOYOTA MOTOR CORP 01/09/2018 1.410 18,000,000.00 17,990,835.00 99.97 17,993,880.00 3,045.00 EXXON MOBIL 01/11/2018 1.390 25,000,000.00 24,987,451.39 99.96 24,989,375.00 1,923.61 1.361 1,569,000,000.00 1,561,349,748.77 99.73 1,564,758,946.96 3,409,198.19 APPLE 05/03/2018 1.000 20,000,000.00 19,940,200.00 99.75 19,950,600.00 10,400.00 WAL-MART 04/11/2018 1.125 21,875,000.00 21,846,781.25 99.98 21,869,531.25 22,750.00 APPLE 05/03/2018 1.000 6,000,000.00 5,983,560.00 99.75 5,985,180.00 1,620.00 WAL-MART 04/11/2018 1.125 6,000,000.00 5,991,780.00 99.98 5,998,500.00 6,720.00 APPLE 05/03/2018 1.000 10,000,000.00 9,970,000.00 99.75 9,975,300.00 5,300.00 APPLE 05/03/2018 1.000 5,000,000.00 4,983,750.00 99.75 4,987,650.00 3,900.00 WAL-MART 04/11/2018 1.125 2,262,000.00 2,258,878.44 99.98 2,261,434.50 2,556.06 APPLE 05/03/2018 1.000 27,920,000.00 27,858,296.80 99.75 27,851,037.60 -7,259.20 APPLE 05/03/2018 1.000 5,113,000.00 5,100,984.45 99.75 5,100,370.89 -613.56 APPLE 05/03/2018 1.000 5,038,000.00 5,026,966.78 99.75 5,025,556.14 -1,410.64 APPLE 05/03/2018 1.000 5,000,000.00 4,989,150.00 99.75 4,987,650.00 -1,500.00 APPLE 05/03/2018 1.000 10,000,000.00 9,979,400.00 99.75 9,975,300.00 -4,100.00 APPLE 05/03/2018 1.000 6,210,000.00 6,197,207.40 99.75 6,194,661.30 -2,546.10 1.029 130,418,000.00 130,126,955.12 99.80 130,162,771.68 35,816.56 TORONTO DOMINION 02/20/2018 1.400 40,000,000.00 40,000,000.00 100.00 40,000,000.00 0.00 4500: NCD-Mat A/360 89113XBZ6 1.400 .138 .140 037833AJ9 1.531 .334 .337 1.355 .321 .323 037833AJ9 1.530 .334 .337 037833AJ9 1.531 .334 .337 037833AJ9 1.510 .334 .337 037833AJ9 1.531 .334 .337 89233HA95 30229BAB3 3130: CORP-Fxd-S 30/360 037833AJ9 037833AJ9 037833AJ9 931142DF7 3020: COMMERCIAL PAPER 25214PBZ5 89233HAS3 89233HAB0 63763QAS6 89233HEV2 59515NCS0 64105HCU4 63763QAH0 419792NE2 419792NF9 882723A33 13068CCG8 20772JL34 76222RUL4 419792ND4 041042ZT2 3733845L6 76222RUM2 1.306 .275 .277 1.356 .334 .337 .335 .337 1.396 .334 .337 037833AJ9 931142DF7 1.290 1.264 63763QAR8 89233HG24 63763QAC1 25214PCP6 74271UBT6 03785EEN0 30229BA49 03948HAA9 2300: MUNIS-ZERO CPN-Mat 419792JH0 419792JF4 2301: MUNIS CP-Mat A/365-6 25215C3M1 93974DV21 13063DAA6 13063C4V9 1.501 .032 .033 1.401 .011 .011 .027.0271.471 .159 1.391 .022 59515NBE2 74271UBT6 1.374 93114FA87 .122 .1231.373 801546PC0 64105HDR0 03785ECE2 13063DAC2 .330 68609BYC5 1.45068609BXK8 1.319 2.682 .950 .584 .2481.248 1.313 1.332 2.753 1.541 1.553 1.584 1.350 .577 .248 .836.827 1.030 .584 93974DV39 1.230 1.249 68609BYB7 1.021 .249 .332 1.441 .249 .911 .744 .751 1.101 1.723 1.751 .416 1.452 1.499 2.381 2.501 1.024 1.395 1.416 1.110 .493 .840 .414 3733845J1 .930 1.370 1.511 13068CCL7 1.380 1.310 3132X0EV9 91411UBE4 2350: MUNIS-S 30/360 .499 1.220 1.520 2.276 2.334 1.127 .248 .249 1.315 1.332 1.160 .248 .249 1.010 .330 .332 1.231 1.249 1.660 2.191 2.252 1.497 1.715 1.751 .940 .330 .332 .017 1.398 .574 .584 .011 .011 1.310 .027 .027 1.310 .017 .096 .0961.367 .122 .123 1.402 .030 .030 1.353 1.553 1.567 1.580 1.415 1.426 .044 .867 .577 2.011 3.087 1.246 3.252 1.650 .162 03785EBC7 1.341 .116 .118 .118 68609BXJ1 63763QA23 03785EBC7 .159 91411UAB1 .005 1.341 1.309 .005 03785EBU7 .888 1.290 .235 .238 .162 1.339 1.300 .043 .116 64105HBU5 63763QBU0 1.198 .160 .162 1.309 .159 .233 1.230 .311 .315 1.329 .197 .200 .197 .200 1.362 .348 .353 1.413 .343 .348 1.299 .230 .437 .444 36960MCW1 1.389 .240 .244 .162 1.537 .515 .523 1.285 .070 .071 .068 .068 1.411 .402 .408 1.254 .046 .047 1.336 .159 .079 1.563 .402 .408 1.284 .078 .079 1.462 .383 .389 .030 1.313 .070 .071 .068 1.395 .173 .175 1.395 .176 .178 1.342 .068 .068 1.490 1.323 .383 .157 .1591.354 .389 1.676 .493 .501 1.274 1.517 1.288 13063CP79 041042ZS4 .157 59515NEN9 59515NAV5 .068 .030 .078 25214PCT8 63763QAR8 1.284 1.313 .022 .025 1.391 .030 .030 1.367 .169 .171 1.411 .024 037833AJ9 1.280 .335 .337 .275 .277 931142DF7 1.255 .275 .277 1.261 .335 .337 677522HW7 25214PA29 419792JG2 76222RUK6 3733845K8 89233HAR5 25214PBD4 59515NCE1 03785EE91 59515NAV5 63763QEV5 89233HBU7 COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 1290 Description Maturity Date Coupon Par Value Book Value Market Price Market Value Unrealized Gain/Loss Month End Portfolio Holdings Yield To Mat Modified Duration Years To Maturity CUSIP TORONTO DOMINION 05/29/2018 1.450 50,000,000.00 50,000,000.00 100.00 50,000,000.00 0.00 AUSTRALIA NZ BK GRP 05/18/2018 1.370 35,000,000.00 35,000,000.00 100.00 35,000,000.00 0.00 AUSTRALIA NZ BK GRP 04/05/2018 1.350 50,000,000.00 50,000,000.00 100.00 50,000,000.00 0.00 NORDEA BK 05/07/2018 1.480 25,000,000.00 25,000,000.00 100.00 25,000,000.00 0.00 NORDEA BK 07/18/2018 1.520 25,000,000.00 25,000,000.00 100.00 25,000,000.00 0.00 NORDEA BK 01/26/2018 1.290 50,000,000.00 50,000,000.00 100.00 50,000,000.00 0.00 NORDEA BK 03/14/2018 1.400 35,000,000.00 35,000,000.00 100.00 35,000,000.00 0.00 TORONTO DOMINION 01/25/2018 1.360 15,000,000.00 15,000,000.00 100.00 15,000,000.00 0.00 NATIONAL AUSTRALIAN BANK 02/14/2018 1.320 50,000,000.00 50,000,000.00 100.00 50,000,000.00 0.00 NORDEA BK 02/02/2018 1.300 40,000,000.00 40,000,000.00 100.00 40,000,000.00 0.00 NATIONAL AUSTRALIAN BANK 08/02/2018 1.610 35,000,000.00 35,000,000.00 100.00 35,000,000.00 0.00 WELLS FARGO BK NA 06/08/2018 1.610 25,000,000.00 25,000,000.00 100.00 25,000,000.00 0.00 TORONTO DOMINION 01/17/2018 1.380 25,000,000.00 25,000,000.00 100.00 25,000,000.00 0.00 SWEDBANK AB 06/04/2018 1.600 40,000,000.00 40,000,000.00 100.00 40,000,000.00 0.00 SWEDBANK AB 06/05/2018 1.620 40,000,000.00 40,000,000.00 100.00 40,000,000.00 0.00 TORONTO DOMINION 07/05/2018 1.700 25,000,000.00 25,000,000.00 100.00 25,000,000.00 0.00 SWEDBANK AB 02/14/2018 1.350 50,000,000.00 50,000,000.00 100.00 50,000,000.00 0.00 NORDEA BK 07/10/2018 1.700 20,000,000.00 20,000,000.00 100.00 20,000,000.00 0.00 SWEDBANK AB 06/20/2018 1.620 25,000,000.00 25,000,000.00 100.00 25,000,000.00 0.00 NORDEA BK 09/11/2018 1.740 20,000,000.00 20,000,000.00 100.00 20,000,000.00 0.00 TORONTO DOMINION 09/18/2018 1.900 30,000,000.00 30,000,000.00 100.00 30,000,000.00 0.00 TORONTO DOMINION 01/16/2018 1.520 30,000,000.00 30,000,000.00 100.00 30,000,000.00 0.00 SWEDBANK AB 01/05/2018 1.330 70,000,000.00 70,000,000.00 100.00 70,000,000.00 0.00 1.466 850,000,000.00 850,000,000.00 100.00 850,000,000.00 0.00 WELLS FARGO BANK NA 05/25/2018 1.366 25,000,000.00 25,000,000.00 100.00 25,000,000.00 0.00 1.366 25,000,000.00 25,000,000.00 100.00 25,000,000.00 0.00 1.371 7,724,856,740.38 7,714,635,653.16 99.61 7,694,737,199.78 -19,898,453.38 1.371 7,724,856,740.38 7,714,635,653.16 99.61 7,694,737,199.78 -19,898,453.38Grand Total 1.392 .983 1.009 1.366 .399 .397 Total Fund 1.392 .983 1.009 4541: NCD-VAR-M A/360 94989RSY5 1.366 .399 .397 87019VAU1 1.330 .014 .014 1.466 .280 .284 89113XSU9 1.900 .701 .715 89113XSV7 1.520 .043 .044 87019U7M5 1.620 .461 .468 65590AQE9 1.740 .684 .696 87019U7G8 1.350 .122 .123 65590APV2 1.700 .514 .523 87019U7D5 1.620 .420 .427 89113XQR8 1.700 .501 .510 89113XNY6 1.380 .046 .047 87019U7B9 1.600 .418 .425 63253TM21 1.610 .577 .586 94989RSZ2 1.610 .428 .436 63253TL89 1.320 .122 .123 65590ANL6 1.300 .089 .090 65590ANE2 1.400 .197 .200 89113XLG7 1.360 .068 .068 65590AMZ6 1.520 .537 .545 65590ANC6 1.290 .070 .071 05252WMM2 1.350 .257 .260 65590AMW3 1.480 .343 .348 89113XFV1 1.450 .402 .408 05252WMN0 1.370 .373 .378 COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 1391 COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR The Mission Inn, Downtown Riverside. Digital Image. The Mission Inn. http://www.missioninn.com/about-en.html. 92 COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR CAPITAL MARKETS COUNTY ADMINISTRATIVE CENTER 4080 LEMON STREET, 4TH FLOOR, RIVERSIDE, CA 92502-2205 WWW.COUNTYTREASURER.ORG 93 AGENDA ITEM 7C Agenda Item 7C RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: March 14, 2018 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Theresia Trevino, Chief Financial Officer THROUGH: Anne Mayer, Executive Director SUBJECT: Proposed Policy Goals and Objectives for Fiscal Year 2018/19 Budget BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Review and approve the proposed Commission Goals and Objectives for the Fiscal Year 2018/19 Budget; and 2) Review and approve the Fiscal Accountability Policies for the FY 2018/19 Budget. BACKGROUND INFORMATION: The initial step in the budget process is to develop policy goals and objectives for the next fiscal year that are consistent with the Commission’s overall strategic direction. Most importantly, the adoption of the Commission Goals and Objectives and Fiscal Accountability Policies for the annual fiscal year budget provides an opportunity to match the Commission’s spending priorities in a manner that implements the promises made to the citizens of the county of Riverside in the Measure A Expenditure Plan and fulfills other Commission responsibilities. The Commission is driven by four core goals with underlying objectives for the people of Riverside County and the transportation system upon, which they rely: • Quality of life; • Operational excellence; • Connecting the economy; and • Responsible partner. Additionally, the fiscal policies that promote fiduciary responsibility and organizational excellence are summarized in six categories: • Financial planning; • Revenues; • Expenditures/expenses; • Debt management; 94 Agenda Item 7C • Cash management; and • Accounting and financial reporting. The Commission Goals and Objectives will be linked to the individual department goals and objectives included in the FY 2018/19 Budget, and the Fiscal Accountability Policies will guide the development and monitoring of the FY 2018/19 Budget. Attachment: Proposed Commission Goals and Objectives and Fiscal Accountability Policies for FY 2018/19 Budget 95 COMMISSION GOALS AND OBJECTIVES FOR FY 2018/19 BUDGET 96 Commission Goals and Objectives The Commission is driven by four core goals with underlying objectives for the people of Riverside County and the transportation system upon which they rely:  Quality of Life RCTC is focused on improving life for the people of Riverside County and empowering them to live life at their pace. • Choice: RCTC empowers the residents of Riverside County to choose how to safely get to where they are going. • Environmental Stewardship: RCTC protects and preserves the County’s environment for our residents. • Mobility: RCTC provides access, equity, and choice in transportation; RCTC is a mobility partner. • Access: RCTC projects are the connection to employment, schools, community institutions, parks, medical facilities and shopping in the community. • Goods Movement: RCTC facilitates the funding and delivery of projects that mitigate the impact of increased goods movement flow through Riverside County.  Operational Excellence RCTC is a responsible and conservative steward of taxpayer dollars. • State of Good Repair: RCTC invests in road safety and maintenance in its residents’ neighborhoods. • Promises Fulfilled: Projects are completed on-time, on-budget; RCTC delivers on its promises as a steward of Riverside County residents’ investment. • Innovation: Program and project delivery innovations drive results, savings, and greater economic opportunities for Riverside County residents. • Information: RCTC operations are transparent; customers get fast, timely, quality service.  Connecting the Economy RCTC is a driver of economic growth in Riverside County. • Workforce Mobility: RCTC improves the economy by creating a robust workforce to workplace system; RCTC helps moves the economy of Riverside County. • Population Growth: Since 1976, RCTC has been responsible for connecting our County’s economy as the County’s population has quadrupled from 550,000 to 2.3 million today. • Economic Impact: $2.8 billion has been invested in the County’s economy thanks to Measure A, which has a multiplier impact in terms of jobs and economic opportunity throughout Riverside County.  Responsible Partner RCTC partners with local, regional, and state governments to deliver road and rail projects. • Streets and Roads: RCTC invests in local priorities for maintaining streets and roads and fixing potholes. • Transit: RCTC is a partner with transit operators to provide residents mobility choices, flexibility, intercity and intercounty connectivity, and access. • Active Transportation Facilities: RCTC is a partner with agencies within the County to promote active transportation alternatives, including the building of regional trails and bicycle and pedestrian facilities in accordance with local general master and active transportation plans. • Grants: RCTC is a steward of state and federal grants to improve our communities. • Local Measure A Value: RCTC invests Measure A dollars into projects and programs that benefit local communities throughout the County. 97 FISCAL ACCOUNTABILITY POLICIES FOR FY 2018/19 BUDGET 98 Fiscal Accountability Policies As the steward of local, state, and federal resources, RCTC maintains financial policies that promote fiduciary responsibility and organizational excellence.  Financial Planning • Balanced Budget: RCTC adopts an annual budget in which operating and capital expenditures and other financing uses are equal to or less than identified revenues and other financing sources as well as available fund balances. • Administration: Administrative costs, including salaries and benefits, are funded by allocations from local and state sources and toll operations. o Administrative salaries and benefits cannot exceed 1% of Measure A sales tax revenues. o Administrative costs will not exceed 4% of Measure A sales tax revenues (inclusive of the 1% salary limitation). • Retirement Benefits: RCTC will contribute 100% of the annual requirement related to its proportionate share of the net pension liability and to the postretirement health care benefits. • Capital Projects: Multi-year capital projects will be consistent with the strategic plan and budgeted by fiscal year, based on best available estimates. • Reserves: RCTC establishes and maintains reserves in accordance with Measure A and TDA policies as well as debt agreements.  Revenues • Sales Tax: RCTC prepares annual and mid-year revised revenue projections to ensure use of current and relevant data; staff may adjust amounts during the budget process to reflect the most current economic trends. • Tolls: RCTC adopted policies that establish congestion pricing in order to optimize throughput on toll facilities while generating revenue to meet all financial commitments: o Debt issued to construct or repair any portion of the toll facility, payment of debt service, and satisfaction of other covenants and obligations related to indebtedness of the toll facility, including applicable reserves; o Development, maintenance, repair, rehabilitation, improvement, reconstruction, administration, and operation of the toll facilities, including toll collection and enforcement and applicable reserves; and o Projects within the corridor from which the revenue was generated. • Funding Sources: RCTC uses local funding sources to maximize federal and state funding of projects. • Sale of Properties: Proceeds from the disposition of excess properties owned by RCTC are returned to the programs that provided the funding sources for the property acquisition.  Expenditures/Expenses • Priorities: RCTC reviews established priorities for planning and programming of capital projects annually. • Accountability: Actual expenditures/expenses are compared to the budget on at least a quarterly basis, and significant deviations are appropriately noted, explained, and justified. • Procurement: RCTC ensures competitive, transparent, objective, and fair procurement selection processes in accordance with policies adopted on December 13, 2017. • Capital and Intangible Assets: RCTC records capital and intangible assets at historical costs, estimated historical costs if purchased or constructed, or estimated fair value at date of donation; they are maintained in a state of good repair and safeguarded from misuse and misappropriation. o Infrastructure, which title will be vested with Caltrans or other governmental agency, generally are not capitalized. 99 o Capital and intangible assets are depreciated or amortized over the estimated useful life or service concession term.  Debt Management • Debt Limitation: Outstanding sales tax revenue debt cannot exceed $975 million, in accordance with Measure K approved by a majority of the voters in November 2010; RCTC can issue toll-supported debt for specific highway projects based on amounts authorized by the Commission. • Management: RCTC maintains and updates the Debt Management Policy, as adopted on September 14, 2016, and Interest Rate Swap Policy, as adopted July 12, 2006, for matters related to sales tax revenue and toll-supported indebtedness. • Coverage: RCTC maintains debt coverage ratios of 2.0x on all senior sales tax revenue debt and 1.3x on all toll-supported debt. • Issuance: RCTC issues debt be for major capital projects including engineering, right of way, construction, and design-build; RCTC will not finance operating requirements except for initial toll operations. Costs of issuance, including the standard underwriter’s discount, will not exceed 2% unless specifically authorized. • Maturity: All sales tax revenue debt must mature prior to the termination of 2009 Measure A on June 30, 2039; all toll-supported debt must mature prior to the expiration of toll facility agreements.  Cash Management • Management: RCTC invests funds in order of priority (safety, liquidity, and yield) in accordance with the Investment Policy, adopted on December 13, 2017, or debt agreements. • Receipts: Where possible, RCTC encourages receipt of funds by wire transfer to its accounts. • Payments: RCTC makes cash disbursements to local jurisdictions and vendors/consultants in a timely manner. • Operating Balances: RCTC maintains amounts in the bank operating account at the amount necessary to meet monthly expenditures/expenses.  Accounting and Financial Reporting • Accounting System: RCTC maintains an ERP system that integrates project and toll operations accounting needs and improves accounting efficiency. • Reporting: RCTC issues a Comprehensive Annual Financial Report (CAFR); separate financial reports for the LTF, STA, Proposition 1B Rehabilitation and Security Project Accounts, Senate Bill 1 (SB1) State of Good Repair (SGR) Program, Low Carbon Transit Operations Program (LCTOP), and toll operations; and the State Controller’s Transportation Planning Agency Financial Transactions Report and Government Compensation in California Report. • Audits: An independent accounting firm conducts an annual audit of the Commission’s accounting books and records; RCTC obtains audits of Measure A and TDA funding recipients for compliance and other matters in a timely manner. 100 AGENDA ITEM 7D Agenda Item 7D RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: March 14, 2018 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee David Thomas, Toll Project Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Amendments to the Investment Grade Traffic and Revenue Study Services Agreement with Stantec Consulting Services for the I-15 Express Lanes Project and the 15/91 Express Lanes Connector Project WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve Agreement No. 15-31-048-03, Amendment No. 3 to Agreement No. 15-31-048-00, with Stantec Consulting Services, Inc. (Stantec) for traffic and revenue study services for the Interstate 15 Express Lanes Project (I-15 ELP) in the amount of $235,000, plus a contingency of $23,500, for an additional amount of $258,500, and a total amount not to exceed $1,844,900; 2) Approve Agreement No. 15-31-048-04, Amendment No. 4 to Agreement No. 15-31-048-00, with Stantec for traffic and revenue study services for the Interstate 15/State Route 91 Express Lanes Connector Project (15/91 ELC) in the amount of $110,000, plus a contingency amount of $11,000, for a total amount not to exceed $121,000; 3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the amendments on behalf of the Commission; and 4) Authorize the Executive Director or designee to approve contingency work up to the total amount not to exceed as required for the projects. BACKGROUND INFORMATION: I-15 ELP The I-15 ELP is part of the Commission’s 2009 Measure A Western Riverside County Highway 10-Year Delivery Plan. The project will construct one to two tolled express lanes in each direction between the I-15/Cajalco Road interchange in Corona and the I-15/State Route 60 interchange just south of the Riverside/San Bernardino County line – approximately 15 miles (Figure 1 Vicinity Map). The tolled express lanes will be constructed in the existing I-15 median and are planned 101 Agenda Item 7D to open in 2020. The Commission will operate and maintain the tolled express lanes after opening. Figure 1: I-15 Express Lanes Project Vicinity Map At its April 8, 2015 meeting, the Commission approved the award of Agreement No. 15-31-048-00 to Stantec for investment grade traffic and revenue study services to support the financial plan for the I-15 ELP in the amount of $1.1 million, plus a contingency amount of $100,000, for a total amount not to exceed $1.2 million. At its October 12, 2016 meeting, the Commission approved Amendment No. 1 to the Stantec agreement for investment grade traffic and revenue study services for the I-15 ELP in the amount of $199,400, for a total amount not to exceed $1,399,400. At its June 14, 2017 meeting, the Commission approved Amendment No. 2 to the Stantec agreement for additional traffic and revenue study work including analysis to identify impacts due to early construction of the 15/91 ELC. The amendment in the amount of $187,000 included $100,000 in the form of an annual recurring contract and $87,000 resulting from prior use of 102 Agenda Item 7D single signature authority. Following Amendment No. 2, the total authorized contract amount was $1,586,400. Additional funds of $235,000, plus a contingency of $23,500, for a total of $258,500 are now required to perform traffic and revenue impact analysis to identify how potential design modifications to the I-15 ELP will impact revenue projections. 15/91 ELC The 15/91 ELC will provide tolled express lanes connectors between the existing 91 Express Lanes and the future I-15 Express Lanes to the north of SR-91 (Figure 2 Vicinity Map). Figure 2: 15/91 Express Lanes Connector Project Vicinity Map At its October 2017 meeting, the Commission approved an overall procurement strategy for the 15/91 ELC to secure all the services and construction needed to deliver the project. The approved strategy consists of a series of contract amendments to existing 91 Project and I-15 ELP contracts with engineering companies, contractors, toll vendors, legal, and financial advisors. Funds in the amount of $110,000, plus a contingency of $11,000, for a total amount of $121,000 are also needed to analyze 15/91 ELC impacts to the 91 Express Lanes and I-15 general purpose and express lanes. 103 Agenda Item 7D Summary Staff recommends the approval of the amendments described herein, authorization for the Chair or the Executive Director to execute the amendments pursuant to legal counsel review, and authorization for the Executive Director to approve contingency work up to the total authorized amount. Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2017/18 FY 2018/19 Amount: $279,500 $100,000 Source of Funds: 2017A Sales Tax Revenue Bonds proceeds, SB 132 State Funds Budget Adjustment: No N/A GL/Project Accounting No.: 003027 65520 00000 0000 262 31 65520 $258,500 003039 65520 00000 0000 605 31 65520 $121,000 Fiscal Procedures Approved: Date: 02/20/2018 Attachments: 1) Draft Amendment No. 15-31-048-03 2) Draft Amendment No. 15-31-048-04 104 17336.02101\30597923.1 Agreement No. 15-31-048-03 AMENDMENT NO. 3 TO AGREEMENT FOR INVESTMENT GRADE TRAFFIC AND REVENUE STUDY SERVICES FOR THE I-15 EXPRESS LANES PROJECT 1.PARTIES AND DATE This Amendment No. 3 to the Agreement for Investment Grade Traffic and Revenue Study Services for the I-15 Express Lanes Project is made and entered into as of this ______ day of ___________, 2018, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION (“Commission”) and STANTEC CONSULTING SERVICES INC. ("Consultant"), a New York corporation. 2.RECITALS 2.1 Commission and Consultant have entered into that certain Agreement for Investment Grade Traffic and Revenue Study Services for the I-15 Express Lanes Project, dated April 8, 2015 (the "Master Agreement"). 2.2 The Commission and the Consultant have entered into Amendment No. 1, dated November 16, 2016, for the purpose of providing additional traffic and revenue study work, revising the Schedule of Services and for providing additional compensation for additional services. 2.3 The Commission and the Consultant have entered into Amendment No. 2, dated June 23, 2017, for the purpose of revising the Scope of Services to provide additional traffic and revenue study work including, but not limited to, and to provide additional compensation for the additional services. 2.4 The parties now desire to amend the Master Agreement in order to provide for a traffic and revenue impact analysis to determine if design modifications to the I-15 Express Lanes Project will impact revenue projections and to collect pre-construction traffic data in order to prepare a future “Before and After Study”, and to provide additional compensation for the additional services. ATTACHMENT 1 105 17336.02101\30597923.1 2 3. TERMS 3.1 The Scope of Services for the Master Agreement shall be amended to include Services, as that term is defined in the Master Agreement, required to complete the traffic and revenue analysis, as more fully described in Exhibit "A" attached to this Amendment and incorporated herein by reference. 3.2 The Services under this Amendment No. 3 shall be performed in accordance with the schedule included in the attached Exhibit “A”. 3.3 The maximum compensation for Services performed pursuant to this Amendment No. 3 shall be One Hundred Thirty Five Thousand Dollars ($235,000), as further detailed in the attached Exhibit “A”. Work shall be performed at the rates set forth in the Master Agreement. 3.4 The total compensation to be provided under the Master Agreement, as amended by this Amendment, shall not exceed One Million, Seven Hundred Twenty One Thousand, Four Hundred Dollars ($1,721,400). 3.5 Except as amended by this Amendment, all provisions of the Master Agreement, as amended by Amendment No. 1 and Amendment No. 2, 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. 3.6 This Amendment No. 3 may be executed in one or more counterparts, each of which together shall constitute one and the same instrument. Facsimile signatures shall be considered original signatures. 3.7 This Amendment No. 3 shall be governed by the laws of the State of California. Venue shall be in Riverside County. [Signatures on following page] 106 17336.02101\30597923.1 3 SIGNATURE PAGE TO AGREEMENT NO. 15-31-048-03 IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date first herein above written. RIVERSIDE COUNTY STANTEC CONSULTING TRANSPORTATION COMMISSION SERVICES INC. By: _____________________________ By: _____________________ Anne Mayer, Executive Director Title: _____________________ APPROVED AS TO FORM: ATTEST: By: _____________________________ By: ______________________ Best Best & Krieger LLP Counsel to the Riverside County Its: ______________________ Transportation Commission * A corporation requires the signatures of two corporate officers. One signature shall be that of the chairman of board, the president or any vice president and the second signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation. If the above persons are not the intended signators, evidence of signature authority shall be provided to RCTC. 107 17336.02101\30597923.1 Exhibit “A” Scope of Services [attached behind this page] 108 1 17336.02101\30598044.1 Agreement No. 15-31-048-04 AMENDMENT NO. 4 INVESTMENT GRADE TRAFFIC AND REVENUE STUDY SERVICES 1.PARTIES AND DATE This Amendment No. 4 to the Agreement for Investment Grade Traffic and Revenue Study Services is made and entered into as of this ______ day of ___________, 2018, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION (“Commission”) and STANTEC CONSULTING SERVICES INC. ("Consultant"), a New York corporation. 2.RECITALS 2.1 Commission and Consultant have entered into that certain Agreement for Investment Grade Traffic and Revenue Study Services for the I-15 Express Lanes Project, dated April 8, 2015 (the "Master Agreement"). 2.2 The Master Agreement was amended pursuant to Amendments No. 1 through 3 to, among other things, include additional Services and funding for such Services. 2.3 The Commission now desires to amend the Master Agreement, pursuant to its authority under AB 115 (Chapter 20, Statutes of 2017), in order to include investment grade traffic and revenue study services for the Interstate 15/Route 91 Express Lanes Connector Project (15/91 ELC), and to include mandatory Caltrans provisions related to the State funding for the 15/91 ELC. 3.TERMS 3.1 The Services, as that term is defined in the Master Agreement, shall be amended to include investment grade traffic and revenue study services for the 15/91 ELC project, as set forth in detail in Exhibit "A" attached to this Amendment No. 4 and incorporated herein by reference. 3.2 For the purposes of this Amendment No. 4, the “Project” as that term is used in the Master Agreement, shall mean and refer to the 15/91 ELC project as described in this Amendment No. 4. ATTACHMENT 2 109 2 17336.02101\30598044.1 3.3 The maximum compensation for Services performed pursuant to this Amendment No. 4 shall be One Hundred Ten Thousand Dollars ($110,000) as further detailed in the attached Exhibit “A”. Work shall be performed at the rates set forth in the Master Agreement. 3.4 In performance of the Services under this Amendment No. 4, and to ensure that the Services qualify for State funding, Consultant shall comply with the Caltrans provisions attached hereto as Exhibit “B” and incorporated herein by reference. 3.5 Except as amended by this Amendment No. 4, all provisions of the Master Agreement, as amended by Amendment No. 1 through Amendment No. 3, 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 The recitals above are true and correct and are incorporated into this Amendment No. 4 by reference, and are hereby expressly made a part of this Amendment No. 4. 3.6 This Amendment No. 4 may be executed in one or more counterparts, each of which together shall constitute one and the same instrument. Facsimile signatures shall be considered original signatures. 3.7 This Amendment No. 4 shall be governed by the laws of the State of California. Venue shall be in Riverside County. [Signatures on following page] 110 3 17336.02101\30598044.1 SIGNATURE PAGE TO AGREEMENT NO. 15-31-048-04 IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date first herein above written. RIVERSIDE COUNTY STANTEC CONSULTING TRANSPORTATION COMMISSION SERVICES INC. By _____________________________ By: _____________________ Anne Mayer, Executive Director Title: _____________________ APPROVED AS TO FORM: ATTEST: By: _____________________________ By: ______________________ Best Best & Krieger LLP Counsel to the Riverside County Its: ______________________ Transportation Commission * A corporation requires the signatures of two corporate officers. One signature shall be that of the chairman of board, the president or any vice president and the second signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation. If the above persons are not the intended signators, evidence of signature authority shall be provided to RCTC. 111 Exhibit A 17336.02101\30598044.1 Exhibit “A” Scope of Services [attached behind this page] 112 Exhibit B-1 17336.02101\30598044.1 EXHIBIT “B” ADDITIONAL CALTRANS PROVISIONS 1. ADDITIONAL ACCOUNTING REQUIREMENTS A. Invoices. i. Invoices shall be mailed to Commission’s Contract Administrator at the following address: Riverside County Transportation Commission Attention: Accounts Payable P.O. 12008 Riverside, CA 92502 ii. Consultant must have at least one copy of supporting backup documentation for costs incurred and claimed for reimbursement by Consultant. Consultant agrees to submit supporting backup documentation with invoices if requested by Commission. Acceptable backup documentation includes, but is not limited to, Consultant’s progress payments to subcontractors, copies of cancelled checks showing amounts made payable to vendors and subcontractors, and/or a computerized summary of Project costs. 2 ADDITIONAL COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS In addition to the requirement to comply with 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., Consultant also agrees to comply with federal procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. Any costs for which payment has been made to Consultant that are determined by subsequent audit to be unallowable under 2 CFR, Part 200 are subject to repayment by Consultant to Commission. All subcontracts in excess of $25,000 shall contain the above provisions. In addition, to the extent applicable, Consultant shall comply with Local Assistance Procedures, Public Contract Code (PCC) 10300-10334 (procurement of goods), PCC 10335-10381 (non-A&E services), and other applicable STATE and FEDERAL regulations. 113 Exhibit B-2 17336.02101\30598044.1 3. TRANSPORTATION AND SUBSISTENCE COSTS Reimbursement for transportation and subsistence costs shall not exceed the rates specified in Exhibit “C” of the Master Agreement. In addition, payments to Consultant for travel and subsistence expenses claimed for reimbursement or applied as local match credit shall not exceed rates authorized to be paid exempt non-represented State employees under current State Department of Personnel Administration (DPA) rules, unless otherwise authorized by Commission. If the rates invoiced are in excess of those authorized DPA rates, and Commission has not otherwise approved said rates, then Consultant is responsible for the cost difference and any overpayments shall be reimbursed to the Commission on demand. 4 RETENTION OF RECORDS/AUDIT For the purpose of determining compliance with Public Contract Code 10115, et seq. and Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable and other matters connected with the performance of this Agreement pursuant to Government Code 8546.7; Consultant, subconsultants, and Commission shall maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of this Agreement, including but not limited to, the costs of administering this Agreement. All parties shall make such materials available at their respective offices at all reasonable times during the Agreement period and for three years from the date of final payment under this Agreement. The State, State Auditor, Commission, or any duly authorized representative of the State Government shall have access to any books, records, and documents of Consultant and it’s certified public accountants (CPA) work papers that are pertinent to this Agreement and indirect cost rates (ICR) for audit, examinations, excerpts, and transactions, and copies thereof shall be furnished if requested. Subcontracts in excess of $25,000 shall contain this provision. 5 ACCOUNTING SYSTEM Consultant and its subcontractors shall establish and maintain an accounting system and records that properly accumulate and segregate expenditures by line item for the Services. The accounting system of Consultant and its subcontractors shall conform to Generally Accepted Accounting Principles (GAAP), enable the determination of incurred costs at interim points of completion, and provide support for reimbursement payment vouchers or invoices. 6 AUDIT REVIEW PROCEDURES Any dispute concerning a question of fact arising under an interim or post audit of this Agreement that is not disposed of by agreement, shall be reviewed by Commission’s Chief Financial Officer. Not later than 30 days after issuance of the final audit report, Consultant may request a review by Commission’s Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. 114 Exhibit B-3 17336.02101\30598044.1 Neither the pendency of a dispute nor its consideration by Commission shall excuse Consultant from full and timely performance, in accordance with the terms of this Agreement. 7. EQUIPMENT PURCHASE Prior authorization, in writing, by Commission’s Contract Administrator shall be required before Consultant enters into any unbudgeted purchase order, or subcontract for supplies, equipment, or services. Consultant shall provide an evaluation of the necessity or desirability of incurring such costs. For purchase of any item, service or consulting work not covered in the Project Budget and exceeding $5,000 prior authorization, in writing, by Commission’s Contract Administrator is required. Three competitive quotations must be submitted with the request for such purchase, or the absence of bidding must be adequately justified. Any equipment purchased as a result of this Agreement is subject to the following: Consultant shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of $5,000 or more. If the purchased equipment needs replacement and is sold or traded in, Commission shall receive a proper refund or credit at the conclusion of this Agreement, or if this Agreement is terminated, Consultant may either keep the equipment and credit Commission in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established Commission procedures; and credit Commission in an amount equal to the sales price. If Consultant elects to keep the equipment, fair market value shall be determined at Consultant’s expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by Commission and Consultant. If Consultant determines to sell the equipment, the terms and conditions of such sale must be approved in advance by Commission. 2 CFR, Part 200 requires a credit to Federal funds when participating equipment with a fair market value greater than $5,000 is credited to the Project. All subcontracts in excess $25,000 shall contain the above provisions. 8. STATEMENT OF COMPLIANCE A. Consultant’s signature affixed herein shall constitute a certification under penalty of perjury under the laws of the State of California that Consultant has, unless exempt, complied with, the nondiscrimination program requirements of Government Code Section 12990 and Title 2, California Administrative Code, Section 8103. B. During the performance of this Agreement, Consultant and its subconsultants shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant 115 Exhibit B-4 17336.02101\30598044.1 for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over 40), marital status, and denial of family care leave. Consultant and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Consultant and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a-f) et seq.) and the applicable regulations promulgated there under (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Contract by reference and made a part hereof as if set forth in full. Consultant and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. 9. NATIONAL LABOR RELATIONS BOARD CERTIFICATION In accordance with Public Contract Code Section 10296, and by signing this Agreement, Consultant certifies under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against Consultant within the immediately preceding two-year period, because of Consultant’s failure to comply with an order of a federal court that orders Consultant to comply with an order of the National Labor Relations Board. 116 AGENDA ITEM 7E Agenda Item 7E RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: March 14, 2018 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee David Thomas, Toll Project Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Amendment to the I-15 Express Lanes Project Toll Services Agreement with Kapsch TrafficCom USA for the 15/91 Express Lanes Connector Project WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve Change Order No. 3 to Agreement No. 16-31-043-00 for the I-15 Express Lanes Project (I-15 ELP) with Kapsch TrafficCom USA Inc. (Kapsch) to design, implement, operate, and maintain a toll collection system (Toll Services) in support of the Interstate 15/State Route 91 Express Lanes Connector Project (15/91 ELC) in the amount of $314,721, plus a contingency amount of $31,500, for a total amount of $346,221; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the amendment on behalf of the Commission; and 3) Authorize the Executive Director or designee to approve contingency work up to the total amount not to exceed as required for the project. BACKGROUND INFORMATION: The 15/91 ELC will provide a tolled express lanes connector between the existing 91 Express Lanes and the future I-15 Express Lanes to the north of SR-91 (Figure 1 Vicinity Map). 117 Agenda Item 7E Figure 1: 15/91 Express Lanes Connector Project Vicinity Map At its October 2017 meeting, the Commission approved an overall procurement strategy for the 15/91 ELC to secure all the services and construction needed to deliver the project. The approved strategy consists of a series of contract amendments to existing 91 Project and I-15 Express Lanes Project contracts with engineering companies, contractors, toll vendors, legal, and financial advisors. DISCUSSION: At the January 2017 Workshop, following a competitively negotiated procurement, the Commission awarded a best-value agreement to Kapsch to provide Toll Services for the I-15 ELP in the amount of $64,766,781, including contingency. Based on the overall procurement strategy approved for the 15/91 ELC, staff supports an amendment to the I-15 ELP Toll Services agreement to provide a Deputy Project Manager for nine months and perform tolling back office software development and modifications in support of the 15/91 ELC. This effort is being advanced ahead of a full Toll Services amendment in order to appropriately staff the 15/91 ELC, incorporate software modifications for the 15/91 ELC into the ongoing software development for the I-15 ELP, and reduce the cost and impacts of incorporating these modifications at a later date. Staff negotiated a contract change order (Attachment 1) in the amount of $314,721 for this effort. 118 Agenda Item 7E RECOMMENDATION: Staff recommends approval of an amendment to the Toll Services agreement between the Commission and Kapsch in the amount of $314,721, plus a contingency amount of $31,500, for a total amount of $346,221. Further, authorization is requested for the Chair or Executive Director to execute the amendment on behalf of the Commission and for the Executive Director or designee to approve contingency work up to the total not to exceed amount as required for the project. Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2017/18 FY 2018/19 Amount: $131,000 $215,221 Source of Funds: SB 132 State Funds Budget Adjustment: No N/A GL/Project Accounting No.: 003039 81301 00000 0000 605 31 81301 Fiscal Procedures Approved: Date: 02/20/2018 Attachment: Draft Change Order No. 3 119 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 1 Change Response / TSP Change Request RIVERSIDE COUNTY TRANSPORTATION COMMISSION I-15 Toll Services Provider Contract Change Order No. _____3_____ Pursuant to: (check appropriate box) Written Change Notice No._____3__, dated 12 January 2018, submitted by RCTC to TSP pursuant to Section 20.4.1 of the Contract TSP Change Request No._______, dated __________, submitted by TSP to RCTC pursuant to Section 20.6 of the Contract Directive Letter No. ________, dated __________, submitted by RCTC to TSP pursuant to Section 20.3 of the Contract Reference is made to that certain Toll Services Contract dated as of 26 January 2016, by and between Riverside County Transportation Commission (“RCTC”), a public entity of the State of California (“RCTC”), and Kapsch TrafficCom Transportation NA, Inc., a corporation organized under the laws of Michigan (“TSP”), as amended, together with all Exhibits and prior amendments (the “Contract”). This Change Order amends the Contract. Capitalized terms used, but not defined, in this Change Order have the meanings given in, and all Section and Exhibit references shall be to the Contract. ATTACHMENT 1 120 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 2 SECTION I – Narrative, Discussion of Additions, Deletions, Modifications to the Requirements of the Toll Services Contract A. Evaluation of Change including whether TSP considers any RCTC-Initiated Change to constitute a Change and the specific provision(s) of this Contract which permit a Change Order (Section 20.4.3(a)(i)): B. Overview of scope of Change (Section 20.4.3(a)(iii)). For detailed scope of Change, please complete the Change Response Price Form: The Riverside County Transportation Commission (RCTC) plans to construct a new connector (Express Lanes Connector - ELC) between the SR-91 Express Lanes and the future I-15 Express Lanes (ELP). The ELC will consist of one express lane in each direction facilitating a direct east-to-north and south-to-west connection between the recently opened 91 Express Lanes extension and the future express lanes on I-15. The ELC will allow 91 Express Lanes customers and 15 Express Lanes customers to make a continuous trip between the two express lane facilities. The construction of the ELC will create new destinations accessible from the 91 Express Lanes and 15 Express Lanes. The I-15 Express Lanes (ELP) system shall be modified to allow for a new inter-facility pricing strategy. Given the access configuration and location of toll points on the 91 Express Lanes and the 15 Express Lanes, customers using the ELC will be required to use the RCTC segment of the 91 Express Lanes and one segment of the 15 Express Lanes (ELP). Prices for ELC transactions shall be combined with the RCTC 91 Express Lanes segment and the 15 Express Lanes segment, creating an inter-facility pricing zone. Pricing between the 91 Express Lanes and the 15 Express Lanes will require an interface between the 91 and 15 toll systems to collect and exchange entry time data. For example, the 91 system would need to know the time that ELC users saw the 91 price so that the appropriate toll could be charged. The ELC pricing strategy is illustrated in Figure 1. This strategy introduces a new pricing zone that encompasses the RCTC segment of the 91 Express Lanes and the entirety of the 15 Express Lanes so that the price to the travel to the ends of the 15 Express Lanes would be displayed at the 91 County Line and the price to travel to the 91 County Line would be displayed on 15 Express Lanes signs. The introduction of the ELC requires that dynamic prices for the 15 Express Lanes be displayed on the 91 Express Lanes. After trips from the 91, the ELC and the ELP have been full formed into a single trip for purposes of toll assignment the 91 portion of the trips shall be sent to the 91 CSC for processing, and the ELC and ELP portion of the trip shall be sent to the I-15 CSC. Revenue for 91, the ELC and the 15 express lanes shall be tracked separately. 121 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 3 The TSP shall incorporate the design for the interfacility trip pricing strategy that provides customers with the price to travel to the end of an express lane facility and include starting with the Critical Design Document t and Critical Design Review for the I-15 Express Lanes Project (ELP). The following Technical Provision Section may be impacted. 1. TP Section 7.3.7.2, Dynamic Pricing - will be modified to include dynamic pricing on the ELC and impacts of interfacility trips and ELC Dynamic Pricing on the I-15 Dynamic Pricing. 2. TP Section 7.3.7.8, - Express Lane Trip Building – will be modified to account for interfacility trip building. 3. TP Section 7.3.7.9 – Toll Rate Assignment will be modified to create need to price lock trips from the 91 to the 15 and vice versa. 4. TP Section 7.2.6 - Variable Toll Message Signs will be modified to include three price destinations. 5. A new TP Section will be added to Section 6., “Systems Interface” for an ICD between the 91 and the 15 to allow portions for interfacility trips be sent to the 91 CSC for processing. 122 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 4 Figure 1: Recommended Pricing Strategy C. Analysis of (impact of the Change on the performance of other aspects of the D&D Work, O&M Work, RCTC or RCTC’s toll operations (as applicable); (Section 20.4.3(a)(v)): 123 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 5 D. Proposed plan for mitigating impacts of the Change (Section 20.4.2(a)(x)): N/A E. Additions / deletions / modifications to the requirements of the Contract including KPIs (if any) (Section 20.4.3(a)(viii)): Add TP Change Language here The following Technical Provision Section may be impacted. 6. TP Section 7.3.7.2, Dynamic Pricing - will be modified to include dynamic pricing on the ELC and impacts of interfacility trips and ELC Dynamic Pricing on the I-15 Dynamic Pricing. 7. TP Section 7.3.7.8, - Express Lane Trip Building – will be modified to account for interfacility trip building. 8. TP Section 7.3.7.9 – Toll Rate Assignment will be modified to create need to price lock trips from the 91 to the 15 and vice versa. 9. TP Section 7.2.6 - Variable Toll Message Signs will be modified to include three price destinations. 10. A new TP Section will be added to Section 6., “Systems Interface” for an ICD between the 91 and the 15 to allow portions for interfacility trips be sent to the 91 CSC for processing. 124 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 6 SECTION II – Cost Impact(s) A. Summary Compensation under this Change Order is to be paid (check the applicable boxes below): Compensation under this Change Order is to be paid (check the applicable boxes below): n/a1 $0.00 (“no cost”) Change Order. as a lump sum adjustment to the Contract Price in the amount of __________ dollars ($ __________). as a series of milestone payments in the following amounts: 1) Seventy Eight Thousand, One Hundred Forty-Two and 50/100 dollars ($78,142.50) payable on approval of the Critical Design Document (CDD) per Contract Exhibit 19 (Payment Milestones for D&D Work), Payment Milestone #6. 2) Seventy Eight Thousand, One Hundred Forty-Two and 50/100 dollars ($78,142.50) payable on approval of the Final Design Document (FDD) per Contract Exhibit 19 (Payment Milestones for D&D Work), Payment Milestone #9. 3) Seventeen Thousand, Six Hundred Four dollars ($17,604.00) payable monthly for 9 months (March 2018 through November 2018) for a total amount not to exceed One Hundred Fifty-Eight Thousand, Four Hundred Thirty-Six dollars ($158,436) on submission by TSP and approval by RCTC of the designated Deputy Program Manager (DPM) - ELC. as an adjustment to Total O&M Years 1 and 2 Cost or Total O&M Years 3, 4 and 5 Cost (or any part of such costs) as follows [ _______________________]. as a Unit Price Change Order for increases or decreases in the Contract Price [not to exceed] / [in the amount of] __________ dollars ($ __________)) as a Time and Materials Change Order, [not to exceed __________ dollars ($ __________)] as is set forth below, under Section II(B)([2] / [3]).[select the proper reference] If more than one box has been checked, also check this box and summarize terms here: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ Documentation supporting the Change Order is attached as Annex[es] __________ [through __________]. 1 If $0 (i.e., a “no cost” Change Order), leave remainder of Section II blank. 125 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 7 B. Special Considerations 1. Delay and disruption damages for Excusable Delay (Section 20.10). n/a Compensation available for Change Orders are (only) extra Work Costs and delay Costs directly attributable to the proposed Change and exclude certain costs and expenses. • Total extra Work Costs: $__________ • Total delay and disruption damages: $ __________ Discussion (if any): ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ 2. Deductive RCTC Changes. n/a If this Change Order is a deductive change Net Cost 2 Savings attributable to the deductive change $ __________ Amount due to RCTC attributable to the deductive Change (or which can be used by RCTC, in its sole discretion, to offset payment to TSP) $ __________ Discussion (if any): ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ 2 When both additions and reductions are involved in any one Change Order, the adjustment shall be determined on the basis of net increase or decrease. TSP Margin will be allowed only for the net increase in labor Cost in order to establish the amount to be added to the Contract Price. In determining a deductive change order, any deduction will include the amount of TSP Margin and Audited Overhead which would have been payable on such amounts by RCTC in accordance with Section 20. 126 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 8 SECTION III – Completion Deadline Impacts (Applicable to All Change Orders) The status of the CSC Commencement Deadline is as follows: Unaffected by this Change Order Affected by [extending] / [accelerating] the date of the CSC Commencement Deadline by _________calendar days to __________ calendar days prior to Revenue Service Commencement. The status of the Revenue Service Commencement Deadline is as follows: Unaffected by this Change Order Affected by [extending] / [accelerating] the date of the Revenue Service Deadline by _________calendar days to __________ Days after the Package 4 Turnover Date. The status of the total Float is as follows: Unaffected by this Change Order Affected by this Change Order as follows: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ If this Change Order is issued as a result of, or relating to, an Excusable Delay or a shortening time, TSP’s Critical Path time impact delay analysis is attached as Annex _____ (Section 20.4.3(a)(vi)). n/a 127 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 9 SECTION IV - (Reviewed and recommended agreed by TSP’s [Project Manager-D&D Work] or [Project Manager-O&M Work]) By: ___________________________________________ TSP’s [Project Manager D&D Work] [Project Manager-O&M Work] Date: ___________________ Comments: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ 128 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 10 SECTION V - (Reviewed and agreed by TSP) The undersigned Authorized Representative of TSP hereby certifies, under penalty of perjury, as follows: 1. Sections I, II and III of this Change Order, including all Worksheets and Annexes, collectively represent a true, accurate and complete summary of all aspects of this Change Order. 2. The amounts of time and/or compensation set forth in this Change Order (a) are, in each case, justified as to entitlement and amount, (b) reflect all changes to compensation for and scheduling of the Project (inclusive of all Subcontractor and Supplier amounts, impacts), (c) is complete, accurate and current and (d), in each case, the amounts of time, if any, and/or compensation, if any, agreeable to, and is hereby agreed by, TSP. 3. This Change Order includes all known and anticipated impacts or amounts, direct, indirect and consequential, which have been and may be incurred, as a result of the event, occurrence or matter giving rise to this Change Order. This Change Order constitutes a full and complete settlement of all Losses, Claims, matters, issues and disputes existing as of the effective date of this Change Order, of whatever nature, kind or character relating to the event, occurrence or matter giving rise to this Change Order and the performance of any extra Work that this Change Order documents or relates, including all direct and indirect costs for services, equipment, manpower, materials, overhead, profit, financing, delay and disruption arising out of, or relating to, the issues set forth herein. TSP acknowledges that it shall not be entitled to assert any Claim for relief under the Contract for delay, disruption costs or any other adverse financial or Project Schedule impacts existing as of the effective date of this Change Order and arising out of, or relating to, the event, occurrence or matter giving rise to this Change Order or such extra Work. 4. If the foregoing Change Order includes claims of Subcontractors or Suppliers, TSP represents that authorized representatives of each Subcontractor and Supplier, if any, reviewed such claims, this Change Order and accept this Change Order as dispositive on the same, subject to separate Contract between TSP and each such Subcontractor and Supplier, as applicable. Furthermore, TSP has determined in good faith that such claims are justified as to both entitlement and amount. 5. The cost and pricing data forming the basis for the Change Order is complete, accurate and current, with specific reference to the California False Claims Act (Government Code section 12650 et. seq.) and the U.S. False Claims Act (31 USC § 3729 et seq.) 6. It is understood and agreed that this Change Order shall not alter or change, in any way, the force and effect of the Contract, including any previous amendment(s) thereto, except insofar as the same is expressly altered and amended by this Change Order. 7. This Change Order supersedes all prior commitments, negotiations, correspondence, conversations, Contracts or understanding applicable to the issues addressed herein. No deviation from the terms hereof shall be predicated upon any prior representations or Contracts, whether oral or written, other than the Contract, as amended in accordance with its terms. 129 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 11 8. This Change Order is binding upon, and shall insure to the benefit of, each of the parties and their respective heirs, personal representatives, successors and assigns. IN WITNESS, WHEREOF, TSP, intending to be legally bound, has executed this Change Order as of the date below. TSP: Kapsch TrafficCom USA, Inc. Date: ___________________ By: Name: Alfredo Escriba Title: President Date: ___________________ By: Name: Michael Hofer Title: Chief Financial Officer 130 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 12 SECTION VI - (Reviewed and recommended agreed by RCTC) By:_____________________________________________ ______________________ [Insert name of RCTC representative recommending Change Order] Date: ___________________ Comments: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ 131 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 13 SECTION VII - (Agreed by RCTC’s Authorized Representative) IN WITNESS WHEREOF, RCTC, intending to be legally bound, has executed this Change Order as of the date first written above. Date: ___________________ (the effective date of this Change Order) RCTC RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: _______________________________ Name: Dana Reed Title: Chair 132 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 14 SECTION VIII - (Reviewed by FHWA Project Representative) By: FHWA Project Representative Date: ___________________ Comments: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ 133 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 15 ATTACHMENT 1 CHANGE RESPONSE PRICE FORM Summary of Change Order by Categories: [Additions/(Credits)] See Attached 134 Riverside County Transportation Commission I-15 Express Lanes Project – Toll Services 16 Annex [___] [subject] [insert additional pages as necessary] IN WITNESS WHEREOF, RCTC, intending to be legally bound, has executed this Change Order as of the date first written above. Date: ___________________ (the effective date of this Change Order) RCTC RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: _______________________________ Name: ____________________________ Title: _____________________________ 135 AGENDA ITEM 7F Agenda Item 7F RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: March 14, 2018 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Reinland Jones, Toll Technology Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Authorization to Use Public Utilities Code § 130238 for the Procurement of FasTrak® 6C Transponders WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Make a finding, by a two-thirds vote, that the procurement of the new 6C transponders, as further described herein, qualifies for use of the Commission’s procurement authority under Public Utilities Code (PUC) § 130238 (Specialized Equipment Law); 2) Authorize the Executive Director, on behalf of the Commission, to undertake a procurement, including issuance of Request for Proposals (RFP) No. 18-31-094-00, to procure 6C transponders using the Commission’s procurement authority under the Specialized Equipment Law; and 3) Authorize the Executive Director or designee to act on behalf of the Commission for all purposes under PUC § 130238. BACKGROUND INFORMATION: Project Description California’s toll transponder technology is prescribed by state regulation, referred to as Title 21, which is managed by Caltrans. In 2017, Caltrans amended the state regulation to change the transponder technology from the protocol, which has been in place since 1993 to a new technology referred to as 6C. This amendment was supported by Commission staff and all other operating California toll agencies. The state mandate is to begin transitioning to the 6C technology by January 1, 2019. The 6C technology is battery-free, thereby reducing the cost significantly, and allows California to use the same technology as other states in the western region of the United States. The 6C technology comes in two forms: sticker or hard case switchable. The sticker transponder is low cost and can be used by customers who do not have the need to declare the number of persons in a vehicle for the purposes of receiving a carpool discount. The hard case transponder 136 Agenda Item 7F is higher cost, but expected to be less than the current hard case switchable. While a two-switch position 6C transponder is available in the market, the three-switch position needed in California is under development. The Commission needs to procure the new 6C technology for use on the 91 Express Lanes and I-15 Express Lanes. The 91 Express Lanes intends to issue the new transponders in early 2019 to reduce operating costs and advance the new technology. To provide the Commission with the best overall value by transponder type and the ability to address delivery issues that the selection of a single vendor by low bid procurement may present, staff is requesting authority to procure 6C transponders under the Specialized Equipment Law. The Commission authorized the use of the Specialized Equipment Law in December 2015 for use in the procurement of the I-15 Express Lanes Toll Services Provider for the project’s systems integration and toll operations. Procurement Approach RFP No. 18-31-094-00 is intended to procure 6C transponders using the Commission’s procurement authority under the Specialized Equipment Law. The objective of the solicitation is for the Commission to enter into contracts with a bench of qualified vendors (bench) determined to provide the best value to the Commission for the purchase of 6C transponders and handheld readers. Specifically, the Commission will need to purchase the following items, sometimes referred to, collectively, in this staff report as the “Technological Equipment”: • Interior sticker transponders; • Tamper proof interior sticker transponders; • External sticker transponders; • Interior 2-switch position transponder; • Interior 3-switch position transponders; and • Handheld readers for testing. The bench established for each item above will be ranked through the procurement evaluation process. Once awarded, and depending on the needs of the Commission, vendors will have the opportunity to respond to a Commission order request based on their ranking, starting with the top ranked vendor. If the top ranked vendor is unable to meet the criteria for a particular order request, the Commission will go to the second highest ranked vendor and so on. The criteria for determining the vendor for a particular order request will be: • Change proposals; • Fulfillment/Delivery time; and • Quality. 137 Agenda Item 7F Specialized Equipment Law The Specialized Equipment Law falls under the Commission’s enabling legislation. For the Commission to use the Specialized Equipment Law to supply the Technological Equipment, a finding must be made by a two-thirds vote of the Commission that the proposed procurement qualifies under the Specialized Equipment Law. The Specialized Equipment Law allows “best value”, rather than low-bid, for certain procurements. Under Public Utilities Code § 130238, subsection (a), the legislature has found that it may be in the public interest to consider factors other than price for procurements “(2)…[of] products and materials which are undergoing rapid technological changes, and (3) for the introduction of new technological changes into the operations of the commission”. Staff believes that the Technological Equipment qualifies as products undergoing rapid technological changes and as items introducing new technological changes into the operations of the Commission. If the Specialized Equipment Law does not apply, then the Commission would be required to procure these items under Public Utilities Code § 130232, which requires a low-bid procurement process for supplies, equipment, and materials in excess of $25,000. The factors, other than price, that may be considered under the Specialized Equipment Law include “…vendor financing, performance reliability, standardization, life-cycle costs, delivery timetables, support logistics, and the broadest possible range of competing products and materials available, fitness of purchase, manufacturer's warranty, and similar factors in the award of contracts for these vehicles and equipment.” Subsection (b) provides that the Specialized Equipment Law may be utilized for purchase of “computers, telecommunications equipment, fare collections equipment, microwave equipment, and other related electronic equipment and apparatus” but “does not apply to contracts for construction or for the procurement of any product available in substantial quantities to the general public.” Staff believes that the Technological Equipment qualifies as fare collections equipment, microwave equipment and other related electronic equipment and is not available in substantial quantities to the general public. Staff and legal counsel further believe that the underlying rationale for allowing competitive negotiations applies to the Technological Equipment, and the terminology used in the statute appears to be broad enough to include the Technological Equipment. Should the Commission find the Specialized Equipment Law applies by the required two-thirds vote, the procurement for the Technological Equipment will need to address certain statutory requirements under the Specialized Equipment Law, including: • The relevant procurement documents shall be prepared and submitted to an adequate number of qualified sources, as determined by the Commission, to permit reasonable competition consistent with the nature and requirement of the procurement; 138 Agenda Item 7F • Notice of the procurement and request for submissions shall be published at least twice in a newspaper of general circulation, at least 10 days before the deadline for receipt of submissions; • The Commission shall make every effort to generate the maximum feasible number of proposals from qualified sources and shall make a finding to that effect before proceeding to negotiate if only a single response to the RFP is received; • The procurement documents shall identify all significant evaluation factors, including price, and their relative importance; • The Commission shall provide reasonable procedures for technical evaluation of the proposals received, identification of qualified sources, and selection for contract award; • Award shall be made to the qualified proposer whose proposal will be most advantageous to the Commission with price and all other factors considered; and • If award is not made to the bidder whose proposal contains the lowest price, the Commission shall make a finding setting forth the basis for the award. In this case, the Commission intends to award multiple contracts to establish a bench, with specific orders to be awarded to the most qualified proposer for the item of Technological Equipment required, based on the ranking established as part of the procurement. If award of any particular order is not made to the lowest priced vendor on the bench, a finding for the basis of award shall be made by the Executive Director, or her designee, and included in the project files. Staff Recommendation Staff recommends the Commission make the required finding by a two-thirds vote for use of the Specialized Equipment Law and authorize the Executive Director, on behalf of the Commission, to undertake a procurement process, including issuance of RFP No. 18-31-094-00, to procure the Technological Equipment using the Commission’s contract authority under the Specialized Equipment Law. There is no financial impact, as there is no budget authority commitment at this time. Following the procurement process, staff recommendations will be presented to the Commission for approval of contract awards. 139 AGENDA ITEM 7G Agenda Item 7G RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: March 14, 2018 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee David Thomas, Toll Project Manager THROUGH: Anne Mayer, Executive Director SUBJECT: State Route 91 Design-Build Contract Final Acceptance WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to approve Final Acceptance for the State Route 91 Corridor Improvement Project (SR-91 CIP or Project) Design-Build Contract, Agreement No. 12-31-113-01, with Atkinson/Walsh, a Joint Venture, subject to the Executive Director’s verification that all contract requirements for Final Acceptance have been met. 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 I-15. More specifically the SR-91 CIP improvements include: • Extending the existing 91 Express Lanes east from the Orange/Riverside County line to I-15, a distance of approximately eight miles; • Adding an express lane direct connector to and from I-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 I-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. 140 Agenda Item 7G 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. The Project schedule had three distinct completion milestones of which two have been met: 1. Substantial Completion – Opening of Express Lanes and General Purpose Lanes. This occurred on March 20, 2017. 2. Project Completion – Construction activity complete except for deferred punch list work. This occurred on July 18, 2017. The third milestone, Final Acceptance, is scheduled for March 15, 2018, and requires the Commission’s formal acceptance after the following has occurred: 1. All requirements for Project Completion shall have been fully satisfied; 2. Commisssion shall have received all Design Documents, original working drawings, shop drawings and final As-Built Documents of the Project, right-of-way record maps, surveys, test data and other deliverables required under the Contract Documents; 3. Design-Builder shall have submitted and received Commisssion approval for all contract- required Design-Build Final Acceptance Submittals; 4. All special tools, equipment, furnishings and supplies purchased and/or used by the Design-Builder as provided in the Contract Documents shall have been delivered to Commisssion and all replacement spare parts shall have been purchased and delivered to Commisssion free and clear of liens; and 141 Agenda Item 7G 5. The items on the Final Acceptance Punch List shall have been completed to the satisfaction of Commisssion and Caltrans, and all of Design-Builder’s other obligations under the Contract Documents shall have been satisfied in full or waived in writing by Commisssion. Additionally Caltrans, the City of Corona, and the County of Riverside shall accept the work and issue relief of maintenance within their jurisdictional boundaries of the Project. The Federal Highway Administration shall perform a final review and accept the Project and all permitting and environmental commitments and requirements shall be met. The only remaining work is warranty work to correct defective items for a period of two years and plant establishment, which is a contract requirement for three years after Final Acceptance. All of the above contract Final Acceptance requirements have either been met or are imminent. Staff recommends approval of Final Acceptance of the Project subject to the Executive Director’s verification that all contract requirements for Final Acceptance have been met. 142 AGENDA ITEM 7H Agenda Item 7H RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: March 14, 2018 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Jennifer Crosson, Toll Operations Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Agreement for Express Lanes Marketing Services – Notice To Proceed 1 Services WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Award Agreement No. 18-31-047-00 to Sherry Matthews, Inc., DBA Sherry Matthews Advocacy Marketing (Sherry Matthews), for Notice To Proceed (NTP) 1 Services, for express lanes marketing for a three-year term; and 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission, and to issue NTP1 in the Not to Exceed (NTE) amount of $275,000. Committee Feedback and Modified Contract Approach At the February 26, 2018 Western Riverside County Programs and Projects (WRCPP) Committee meeting, staff was directed to provide additional information regarding the work to be performed under the proposed Express Lanes Marketing Services agreement including additional detail of the work, the schedule to perform this work, and the proposed cost. Staff was also directed to provide information related to performance metrics for marketing services and spending for comparable marketing services by RCTC and other agencies. Staff was also directed to remove the proposed contract contingency and provide for Commission approval of any future contract extensions. The Committee unanimously approved a motion recommending authorization of a not to exceed (NTE) amount of $275,000 to Sherry Matthews, Inc. for time- sensitive tasks to proceed while further information is gathered by staff and presented to the Committee and Commission. This staff report describes the tasks contained in the first phase of work, dubbed “Notice to Proceed 1 (NTP1), that is proposed for completion within the $275,000 limit established by the Committee. Additionally, pursuant to Committee direction, staff has removed the proposed contract contingency, and provided for Commission approval of future contract extensions. 143 Agenda Item 7H Staff will return to the March WRCPP Committee with a request to approve NTP2 services. This NTP2 services request will include additional information about the scope, schedule, and cost of the NTP2 services to be performed under the full contract. The report will also provide information related to the expected performance metrics for these marketing services. Lastly, the report will provide available information regarding the spending for comparable marketing services by RCTC and other agencies for comparison to the proposed contract. The agreement also includes the option to extend the agreement by two, two-year options. Should an agreement extension be desired by staff, a new recommendation will be presented to the Commission for approval in the future, along with reporting how the consultant has performed during the base term of the contract. It is important to note that public outreach work related to the Interstate 15 Express Lanes Project (I-15 ELP) construction activities are being performed by a public outreach firm that is under separate contract with a distinctly separate scope. Those public outreach services are focused on educating and informing the public regarding impacts of construction on traffic, property, recreation, and the environment. Public outreach activities on the I-15 ELP will conclude when construction is complete. This proposed agreement with Sherry Matthews is for Express Lanes Marketing Services directly related to operational and customer service aspects of RCTC’s existing 91 Express Lanes and future 15 Express Lanes. Express Lanes Marketing Services are necessary beyond construction of the express lanes facilities. Express Lanes Marketing Services are essential to educating current and potential customers about how to use the express lanes, resolve customer service issues, and encourage usage of the express lanes, for which the Commission has incurred significant debt to construct and is financially obligated to maintain and operate for the next 50 years. Public outreach and marketing services costs are included in the financial model and financing documents the Commission has approved in partnership with the federal government and bondholders. Work to be Performed Under NTP1 To ensure the transition to the new 6C transponder technology and development of the I-15 ELP is not delayed while the additional information the WRCPP Committee requested is being gathered, staff is recommending that the Commission approve the contract with Sherry Matthews, Inc. DBA with a limited NTP1 in a NTE amount of $275,000. The approval of NTP1 Services will allow staff to advance design of the 6C transponder transition and elements of the I-15 ELP, limiting impact to the project schedule and cost. The primary source of funding for this contract for outreach to current 91 Express Lanes customers will come from toll revenue. Additional funding will also be provided by the Orange County Transportation Authority (OCTA) and from state funding from SB 132 for work involving the direct connector to Northbound I-15. The services included in NTP1 play an integral part in both the 6C transition schedule and the I-15 ELP design schedule. The 6C transition is set to begin in less than nine months and the success of this transition will largely depend on the development of customer communication that will be well-received by customers. The detailed scope of work for the 6C transition and the 144 Agenda Item 7H associated costs are listed below. OCTA will reimburse RCTC for 50 percent of the costs related to the 6C transponder transition consistent with the agencies’ joint operation agreement. Preparing customers for the transition to new 6C transponder technology is a significant effort, given that the current transponder technology has been in use in Riverside County since the original 91 Express Lanes opened in 1995. Customers have grown accustomed to the current system and will require assistance to adapt. The new 6C transponders will be more affordable to customers and RCTC, and hopefully more user-friendly. A separate agenda item for this Commission meeting discusses 6C in further detail. The development of the I-15 ELP toll system is well underway. In order for the toll services provider and design-builder to finalize their respective designs and maintain the project schedule, RCTC is required to provide the on-road sign content, 15 Express Lanes logo, website graphics, and customer correspondence (print, email and text) for incorporation into the design. The marketing services provider will conduct focus groups to determine what content will be best understood by customers and develop the final artwork and customer messages. The completion of these tasks will allow RCTC to provide the design-builder and toll services provider with design elements needed to maintain their respective schedules. The ultimate objective of market research to produce customer-friendly signage is informed customer choices, increased express lane usage, and fewer confused and frustrated constituents of Riverside County. 145 Agenda Item 7H The scope of services and estimated costs of each activity associated with NTP1 are as follows: 6C Transition Labor Costs Direct Costs Total 1) Review of Transponder Replacement program concepts and research strategies 4,000$ -$ 4,000$ 2) Brand heirarchy planning. Transponder design philosophy and execution. 4,800$ -$ 4,800$ 3) Develop and produce product packaging concepts for Focus group testing 32,000$ -$ 32,000$ a. Replacement program details b. Instructions for how to install the new transponders c. Packaging Mock Ups. 4) Focus Groups (2)7,500$ 14,000$ 21,500$ a. Recruit and facilitate two (2) focus groups of existing customers (Orange County and Riverside County), includes travel 5) Finalize packaging and instructions 8,000$ -$ 8,000$ 6) Other communication updates and design (Web FAQ’s, web banner, emails, newsletter)25,000$ -$ 25,000$ a. Develop transponder design 8,500$ -$ 8,500$ 7) Account management, client meetings, reporting, and billing 25,000$ -$ 25,000$ 6C Transition Subtotal 128,800$ 15 Express Lanes 1) Branding/logo development 13,600$ -$ 13,600$ 2) Message development 16,000$ -$ 16,000$ 3) Customer communication development and design (invoice, violation notice, etc.)32,000$ -$ 32,000$ 4) Signage and Branding Focus Groups (2)7,500$ 14,000$ 21,500$ a. Recruit and facilitate two (2) focus groups of existing customers and the general population (Riverside County) 5) Web design 30,000$ -$ 30,000$ 6) Trademark support (logo designs/descriptions)2,400$ -$ 2,400$ 7) Graphic Standards 5,600$ -$ 5,600$ 8) Account management, client meetings, reporting, and billing 25,000$ -$ 25,000$ 15 Express Lanes Subtotal 146,100$ Total NTP1 Value 274,900$ OCTA Share of 6C Transition (50%)(64,400)$ RCTC Cost 210,500$ 146 Agenda Item 7H The estimated schedule for the NTP1 activities is as follows: BACKGROUND INFORMATION: On March 20, 2017, the RCTC 91 Express Lanes commenced operation. Pre-opening marketing activities for the RCTC 91 Express Lanes were minimal as the new extension operates under the well-established 91 Express Lanes brand. A pre-opening customer education campaign was provided by the 91 Project public outreach consultant. Following the opening of the RCTC 91 Express Lanes an advertising campaign was provided by a marketing firm under contract to OCTA. In early 2019, the 91 Express Lanes will be transitioning to new transponder technology as mandated by a change to state law. In order to do so, the Commission in partnership with OCTA, needs to develop a customer communication campaign including collateral materials in order to carry out the transponder technology transition. While OCTA is currently leading the effort for general 91 Express Lanes advertising, staff identified the need for advertising and promotional work specific to users of the RCTC 91 Express Lanes. In mid-2020, the 15 Express Lanes will open for revenue commencement followed by the newly funded 15/91 Express Lanes Connector. With the addition of the 15 Express Lanes and 15/91 Express Lanes Connector, staff identified several needs related to marketing services. Unlike the 91 Express Lanes, the 15 Express Lanes are in need of branding and logo development. The opening of new express lanes will introduce new tolling concepts, which requires research and testing to ensure signage and other communication materials are effective. As the network of express lanes expands in Riverside County, it is important to understand the user market and identify potential users. Therefore, staff has included market research in this marketing services agreement as a basis for the pre-opening advertising campaign. 2 9 16 23 30 7 14 21 28 4 11 18 25 2 9 16 23 30 6 13 20 27 3 10 17 24 1 8 15 22 29 1) Review of Transponder Replacement program concepts and research strategies 2) Brand heirarchy planning. Transponder design and execution. 3) Develop and produce product packaging concepts 4) Focus Groups (2) 5) Finalize packaging and instructions 6) Other communication updates and design (Web FAQ’s, web banner, emails, newsletter) 7) Account management, client meetings, reporting, and billing 1) Branding/logo development 2) Message development 3) Customer communication development and design (invoice, violation notice, etc.) 4) Signage and Branding Focus Groups (2) 5) Web design 6) Trademark support (logo designs/descriptions) 7) Graphic Standards 8) Account management, client meetings, reporting, and billing October 15 Express Lanes 6C Transition 2018 April May June July August September 147 Agenda Item 7H In order to meet the growing needs of the Commission’s express lanes, staff is recommending that the Commission enter into an agreement for the following services with Sherry Matthews: • Market Plan and Strategy Development • Branding and Concept Design • Branding and Concept Design Production • Advertising • Public Relations Sherry Matthews is a full-service marketing firm with extensive toll and express lanes experience in all areas of the proposed scope of services. Approval of this recommended agreement with Sherry Matthews will provide the Commission with the experience and expertise to effectively communicate with customers, make well informed decisions regarding toll operations, help meet traffic and revenue goals, and provide a positive customer experience. Procurement Process Staff determined the weighted factor method of source selection to be the most appropriate for this procurement, as it allows the Commission to identify the most advantageous proposal with price and other factors considered. Non-price factors include elements such as qualifications of firm, personnel, and the ability to respond to the Commission’s needs for express lanes marketing services as set forth under the terms of the request for proposals (RFP) No. 18-31-047-00. RFP No. 18-31-047-00 was released on November 30, 2017. A public notice was advertised in the Press Enterprise, and the RFP was posted on the Commission’s PlanetBids website, which is accessible through the Commission’s website. Utilizing PlanetBids, emails were sent to 238 firms, 33 of which are located in Riverside County. Through the PlanetBids site, 46 firms downloaded the RFP; 5 of these firms are located in Riverside County. A pre-proposal conference was held on December 14, 2017, and attended by 8 firms. Staff responded to all questions submitted by potential proposers prior to the January 4, 2018 clarification deadline date. Six firms – Brown Marketing Strategies, Inc. (San Diego); Celtis Ventures, Inc. (Redondo Beach); Civilian, Inc. (San Diego); Sensis, Inc. (Los Angeles); Sherry Matthews, Inc. (Austin, TX); and Wilson, Sparling & Associates (San Juan Capistrano) – submitted proposals prior to the 2:00 p.m. submittal deadline on January 25, 2018. All 6 firms submitted responsive and responsible proposals. Utilizing the evaluation criteria set forth in the RFP, the six proposals were evaluated and scored by an evaluation committee comprised of Commission staff. Based on the evaluation committee’s assessment of the written proposals and pursuant to the terms of the RFP, the evaluation committee shortlisted and invited two firms – Sherry Matthews and Wilson, Sparling & Associates – to the interview phase of the evaluation and selection process. Interviews were conducted on February 8, 2018. Subsequently, the evaluation committee determined Sherry Matthews to be the most qualified firm to provide express lanes marketing services. 148 Agenda Item 7H The Commission’s professional services agreement will be entered into with the consultant subject to any changes approved by the Executive Director and pursuant to legal counsel review. Staff oversight of the contract will maximize the effectiveness of the consultant and minimize costs to the Commission. Sufficient budget exists for services to be performed in Fiscal Year 2017/18. Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2017/18 FY 2018/19+ Amount: $175,000 $100,000 Source of Funds: Toll Revenues/SB132 state funds Budget Adjustment: No N/A GL/Project Accounting No.: 009199 73705 00000 0000 591 31 73704 003027 73705 00000 0000 262 31 73704 003039 73705 00000 0000 605 31 73704 Fiscal Procedures Approved: Date: 02/15/2018 Attachment: Draft Professional Services Agreement No. 18-31-047-00 149 17336.00000\8752982.3 Agreement No. 18-31-047-00 RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT FOR THE I-15 EXPRESS LANES MARKETING SERVICES WITH SHERRY MATTHEWS, INC., DBA SHERRY MATTHEWS ADVOCACY MARKETING 1. PARTIES AND DATE. This Agreement is made and entered into this day of , 2018, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the Co- mmission") and Sherry Matthews, Inc., DBA Sherry Matthews Advocacy Marketing ("Consultant"), a CORPORATION. 2. RECITALS. 2.1 Consultant desires to perform and assume responsibility for the provision of certain professional consulting services required by Commission on the terms and conditions set forth in this Agreement. Consultant represents that it is a professional consultant, experienced in providing express lanes marketing services to public clients, is licensed in the State of California, and is familiar with the plans of Commission. 2.2 Commission desires to engage Consultant to render certain consulting services for the I-15 Express Lanes Marketing Services Project ("Project") as set forth herein. 3. TERMS. 3.1 General Scope of Services. Consultant promises and agrees to furnish to Commission all labor materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately provide professional consulting services and advice on various issues affecting the decisions of Commission regarding the Project and on other programs and matters affecting Commission, hereinafter referred to as "Services". The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state, and federal laws, rules and regulations. 3.2 Term. The term of this Agreement shall be from the date first specified above to April 30, 2021, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement and shall meet any other 150 17336.00000\8752982.3 established schedules and deadlines. The Commission, at its sole discretion, may extend this Agreement for two (2) additional two-year terms. 3.3 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, the Commission shall respond to Consultant's submittals in a timely manner. Upon request of the Commission, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.4 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant under its supervision. Consultant will determine the means, method and details of performing the Services subject to the requirements of this Agreement. Commission retains Consultant on an independent contractor basis and Consultant is not an employee of Commission. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall not be employees of Commission and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance. 3.5 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of Commission. 3.6 Substitution of Key Personnel. Consultant has represented to Commission that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence and experience upon written approval of Commission. In the event that Commission and Consultant cannot agree as to the substitution of key personnel, Commission shall be entitled to terminate this Agreement for cause, pursuant to provisions of Section 3.16 of this Agreement. The key personnel for performance of this Agreement are as follows: __________________________________. 3.7 Commission’s Representative. Commission hereby designates [___INSERT NAME OR TITLE___], or his or her designee, to act as its representative for the performance of this Agreement ("Commission’s Representative"). Commission's representative shall have the power to act on behalf of Commission for all purposes under this Agreement. Consultant shall not accept direction from any person other than Commission's Representative or his or her designee. 151 17336.00000\8752982.3 3.8 Consultant’s Representative. Consultant hereby designates [___INSERT NAME OR TITLE___], or his or her designee, to act as its representative for the performance of this Agreement ("Consultant’s Representative"). Consultant’s Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.9 Coordination of Services. Consultant agrees to work closely with Commission staff in the performance of Services and shall be available to Commission's staff, consultants and other staff at all reasonable times. 3.10 Standard of Care; Licenses. Consultant shall perform the Services under this Agreement in a skillful and competent manner, consistent with the standard generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from Commission, any Services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein, and shall be fully responsible to the Commission for all damages and other liabilities provided for in the indemnification provisions of this Agreement arising from the Consultant’s errors and omissions. 3.11 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to Commission, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold Commission, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 152 17336.00000\8752982.3 3.12 Insurance. 3.12.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the Commission that it has secured all insurance required under this section, in a form and with insurance companies acceptable to the Commission. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. 3.12.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2) Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 0001, code 1 (any auto) or exact equivalent); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) if Consultant has an employees, Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Practices Liability limits of $1,000,000 per accident. 3.12.3 Professional Liability. [___INCLUDE ONLY IF APPLICABLE - DELETE OTHERWISE___] Consultant shall procure and maintain, and require its sub- consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 [___INCREASE IF NECESSARY - OTHERWISE LEAVE AS IS AND DELETE THIS NOTE___] per claim. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. 153 17336.00000\8752982.3 The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. 3.12.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the Commission to add the following provisions to the insurance policies: (A) General Liability. (i) Commercial General Liability Insurance must include coverage for (1) bodily Injury and property damage; (2) personal Injury/advertising Injury; (3) premises/operations liability; (4) products/completed operations liability; (5) aggregate limits that apply per Project; (6) explosion, collapse and underground (UCX) exclusion deleted; (7) contractual liability with respect to this Agreement; (8) broad form property damage; and (9) independent consultants coverage. (ii) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to this Agreement. (iii) The policy shall give the Commission, its directors, officials, officers, employees, and agents insured status using ISO endorsement forms 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (iv) The additional insured coverage under the policy shall be “primary and non-contributory” and will not seek contribution from the Commission’s insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or endorsements providing the exact same coverage. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the Commission, its directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the Commission, its directors, officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Any insurance or self-insurance maintained by the Commission, its directors, officials, officers, employees and agents shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way. 154 17336.00000\8752982.3 (C) Workers’ Compensation and Employers Liability Coverage. (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) The insurer shall agree to waive all rights of subrogation against the Commission, its directors, officials, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverages. (i) Defense costs shall be payable in addition to the limits set forth hereunder. (ii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth herein shall be available to the Commission, its directors, officials, officers, employees and agents as additional insureds under said policies. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. (iii) The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the Commission (if agreed to in a written contract or agreement) before the Commission’s own insurance or self-insurance shall be called upon to protect it as a named insured. The umbrella/excess policy shall be provided on a “following form” basis with coverage at least as broad as provided on the underlying policy(ies). (iv) Consultant shall provide the Commission at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the Commission at least ten (10) days prior to the effective date of cancellation or expiration. 155 17336.00000\8752982.3 (v) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (vi) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the Commission, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (vii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, Commission has the right but not the duty to obtain the insurance it deems necessary and any premium paid by Commission will be promptly reimbursed by Consultant or Commission will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, Commission may cancel this Agreement. The Commission may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (viii) Neither the Commission nor any of its directors, officials, officers, employees or agents shall be personally responsible for any liability arising under or by virtue of this Agreement. Each insurance policy required by this Agreement shall be endorsed to state that: 3.12.5 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the Commission. If the Commission does not approve the deductibles or self-insured retentions as presented, Consultant shall guarantee that, at the option of the Commission, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Commission, its directors, officials, officers, employees and agents; or, (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.12.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to the Commission. 3.12.7 Verification of Coverage. Consultant shall furnish Commission with original certificates of insurance and endorsements effecting coverage required by this 156 17336.00000\8752982.3 Agreement on forms satisfactory to the Commission. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by the Commission before work commences. The Commission reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.12.8 Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the Commission that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the Commission as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, the Commission may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 3.13 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.14 Fees and Payment. 3.14.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto. The total compensation shall not exceed [___INSERT WRITTEN DOLLAR AMOUNT___] ($[___INSERT NUMERICAL DOLLAR AMOUNT___]) without written approval of Commission's Executive Director (“Total Compensation”). Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.14.2 Payment of Compensation. Consultant shall submit to Commission a monthly statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. Commission shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 157 17336.00000\8752982.3 3.14.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by Commission. 3.14.4 Extra Work. At any time during the term of this Agreement, Commission may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by Commission to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from Commission's Executive Director. 3.15 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred and fees charged under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of Commission during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.16 Termination of Agreement. 3.16.1 Grounds for Termination. Commission may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof. Upon termination, Consultant shall be compensated only for those services which have been fully and adequately rendered to Commission through the effective date of the termination, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.16.2 Effect of Termination. If this Agreement is terminated as provided herein, Commission may require Consultant to provide all finished or unfinished Documents and Data, as defined below, and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.16.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, Commission may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.17 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: 158 17336.00000\8752982.3 CONSULTANT: COMMISSION: Sherry Matthews, Inc. Riverside County 200 South Congress Avenue Transportation Commission Austin, TX 78704 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Attn: Chris Sharman Attn: Executive Director Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.18 Ownership of Materials/Confidentiality. 3.18.1 Documents & Data. This Agreement creates an exclusive and perpetual license for Commission to copy, use, modify, reuse, or sub-license any and all copyrights and designs embodied in plans, specifications, studies, drawings, estimates, materials, data and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant shall require all subcontractors to agree in writing that Commission is granted an exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to grant the exclusive and perpetual license for all such Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the Commission. Commission shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at Commission’s sole risk. 3.18.2 Intellectual Property. In addition, Commission shall have and retain all right, title and interest (including copyright, patent, trade secret and other proprietary rights) in all plans, specifications, studies, drawings, estimates, materials, data, computer programs or software and source code, enhancements, documents, and any and all works of authorship fixed in any tangible medium or expression, including but not limited to, physical drawings or other data magnetically or otherwise recorded on computer media (“Intellectual Property”) prepared or developed by or on behalf of Consultant under this Agreement as well as any other such Intellectual Property prepared or developed by or on behalf of Consultant under this Agreement. 159 17336.00000\8752982.3 The Commission shall have and retain all right, title and interest in Intellectual Property developed or modified under this Agreement whether or not paid for wholly or in part by Commission, whether or not developed in conjunction with Consultant, and whether or not developed by Consultant. Consultant will execute separate written assignments of any and all rights to the above referenced Intellectual Property upon request of Commission. Consultant shall also be responsible to obtain in writing separate written assignments from any subcontractors or agents of Consultant of any and all right to the above referenced Intellectual Property. Should Consultant, either during or following termination of this Agreement, desire to use any of the above-referenced Intellectual Property, it shall first obtain the written approval of the Commission. All materials and documents which were developed or prepared by the Consultant for general use prior to the execution of this Agreement and which are not the copyright of any other party or publicly available and any other computer applications, shall continue to be the property of the Consultant. However, unless otherwise identified and stated prior to execution of this Agreement, Consultant represents and warrants that it has the right to grant the exclusive and perpetual license for all such Intellectual Property as provided herein. Commission further is granted by Consultant a non-exclusive and perpetual license to copy, use, modify or sub-license any and all Intellectual Property otherwise owned by Consultant which is the basis or foundation for any derivative, collective, insurrectional, or supplemental work created under this Agreement. 3.18.3 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of Commission, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use Commission's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of Commission. 3.18.4 Infringement Indemnification. Consultant shall defend, indemnify and hold the Commission, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use 160 17336.00000\8752982.3 on the Project by Commission of the Documents & Data, including any method, process, product, or concept specified or depicted. 3.19 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.20 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and costs of such actions. 3.21 Indemnification. Consultant shall defend, indemnify and hold the Commission, its directors, officials, officers, agents, consultants, employees and volunteers free and harmless from any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or in equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged negligent acts, omissions or willful misconduct of the Consultant, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation, the payment of all consequential damages, attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant’s own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the Commission, its directors, officials, officers, agents, consultants, employees and volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against the Commission or its directors, officials, officers, agents, consultants, employees and volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse the Commission and its directors, officials, officers, agents, consultants, employees and volunteers, for any and all legal expenses and costs, including reasonable attorney’s fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant’s obligation to indemnity shall not be restricted to insurance proceeds, if any, received by the Commission or its directors, officials, officers, agents, consultants, employees and volunteers. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. This Section 3.21 shall survive any expiration or termination of this Agreement. 3.22 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be supplemented, amended, or modified by a writing signed by both parties. 3.23 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. 161 17336.00000\8752982.3 3.24 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.25 Commission's Right to Employ Other Consultants. The Commission reserves the right to employ other consultants in connection with this Project. 3.26 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties, and shall not be assigned by Consultant without the prior written consent of Commission. 3.27 Prohibited Interests and Conflicts. 3.27.1 Solicitation. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, Commission shall have the right to rescind this Agreement without liability. 3.27.2 Conflict of Interest. For the term of this Agreement, no member, officer or employee of Commission, during the term of his or her service with Commission, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.27.3 Conflict of Employment. Employment by the Consultant of personnel currently on the payroll of the Commission shall not be permitted in the performance of this Agreement, even though such employment may occur outside of the employee’s regular working hours or on weekends, holidays or vacation time. Further, the employment by the Consultant of personnel who have been on the Commission payroll within one year prior to the date of execution of this Agreement, where this employment is caused by and or dependent upon the Consultant securing this or related Agreements with the Commission, is prohibited. 3.27.4 Employment Adverse to the Commission. Consultant shall notify the Commission, and shall obtain the Commission’s written consent, prior to accepting work to assist with or participate in a third-party lawsuit or other legal or administrative proceeding against the Commission during the term of this Agreement. 3.28 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, 162 17336.00000\8752982.3 layoff or termination. Consultant shall also comply with all relevant provisions of Commission's Disadvantaged Business Enterprise program, Affirmative Action Plan or other related Commission programs or guidelines currently in effect or hereinafter enacted. 3.29 Subcontracting. Consultant shall not subcontract any portion of the work or Services required by this Agreement, except as expressly stated herein, without prior written approval of the Commission. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 3.30 Prevailing Wages. By its execution of this Agreement, Consultant certified that it is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq. (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. The Commission shall provide Consultant with a copy of the prevailing rate of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the Commission, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.30.1 DIR Registration. If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations. If applicable, Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. 3.31 Employment of Apprentices. This Agreement shall not prevent the employment of properly indentured apprentices in accordance with the California Labor Code, and no employer or labor union shall refuse to accept otherwise qualified employees as indentured apprentices on the work performed hereunder solely on the ground of race, creed, national origin, ancestry, color or sex. Every qualified apprentice shall be paid the standard wage paid to apprentices under the regulations of the craft or trade in which he or she is employed and shall be employed only in the craft or trade to which he or she is registered. If California Labor Code Section 1777.5 applies to the Services, Consultant and any subcontractor hereunder who employs workers in any apprenticeable craft or trade 163 17336.00000\8752982.3 shall apply to the joint apprenticeship council administering applicable standards for a certificate approving Consultant or any sub-consultant for the employment and training of apprentices. Upon issuance of this certificate, Consultant and any sub-consultant shall employ the number of apprentices provided for therein, as well as contribute to the fund to administer the apprenticeship program in each craft or trade in the area of the work hereunder. The parties expressly understand that the responsibility for compliance with provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the California Labor Code in regard to all apprenticeable occupations lies with Consultant. 3.32 No Waiver. Failure of Commission to insist on any one occasion upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any rights or powers hereunder at any one time or more times be deemed a waiver or relinquishment of such other right or power at any other time or times. 3.33 Eight-Hour Law. Pursuant to the provisions of the California Labor Code, eight hours of labor shall constitute a legal day's work, and the time of service of any worker employed on the work shall be limited and restricted to eight hours during any one calendar day, and forty hours in any one calendar week, except when payment for overtime is made at not less than one and one-half the basic rate for all hours worked in excess of eight hours per day ("Eight-Hour Law"), unless Consultant or the Services are not subject to the Eight-Hour Law. Consultant shall forfeit to Commission as a penalty, $50.00 for each worker employed in the execution of this Agreement by him, or by any sub- consultant under him, for each calendar day during which such workman is required or permitted to work more than eight hours in any calendar day and forty hours in any one calendar week without such compensation for overtime violation of the provisions of the California Labor Code, unless Consultant or the Services are not subject to the Eight-Hour Law. 3.34 Subpoenas or Court Orders. Should Consultant receive a subpoena or court order related to this Agreement, the Services or the Project, Consultant shall immediately provide written notice of the subpoena or court order to the Commission. Consultant shall not respond to any such subpoena or court order until notice to the Commission is provided as required herein, and shall cooperate with the Commission in responding to the subpoena or court order. 3.35 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification and confidentiality obligations, and the obligations related to receipt of subpoenas or court orders, shall survive any such expiration or termination. 3.36 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 164 17336.00000\8752982.3 3.37 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.38 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.39 Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 3.40 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.41 Conflicting Provisions. In the event that provisions of any attached exhibits conflict in any way with the provisions set forth in this Agreement, the language, terms and conditions contained in this Agreement shall control the actions and obligations of the Parties and the interpretation of the Parties’ understanding concerning the performance of the Services. 3.42 Headings. Article and Section Headings, paragraph captions or marginal headings contained in this Agreement are for convenience only and shall have no effect in the construction or interpretation of any provision herein. 3.43 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein, without the prior written consent of the Commission. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.44 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. [SIGNATURES ON FOLLOWING PAGE] 165 17336.00000\8752982.3 SIGNATURE PAGE TO RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT FOR THE I-15 EXPRESS LANES MARKETING SERVICES WITH SHERRY MATTHEWS, INC. DBA SHERRY MATTHEWS ADVOCACY MARKETING IN WITNESS WHEREOF, this Agreement was executed on the date first written above. RIVERSIDE COUNTY CONSULTANT TRANSPORTATION COMMISSION SHERRY MATTHEWS, INC. By: __________________________ By: ____________________________ Signature Dana W. Reed Chair ___________________________ 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. 166 17336.00000\8752982.3 EXHIBIT "A" SCOPE OF SERVICES 1.0 General Information – Consultant shall provide marketing services for the Commission’s express lanes. The work performed under this contract shall support RCTC in its delivery of each Express Lanes goal and the education of customers and potential future customers and key Commission stakeholders on various elements of the Express Lanes operations. Consultant shall support RCTC in its efforts to deliver a consistent and effective message while providing solutions to potentially-conflicting messages amongst RCTC operated express lanes and those operated by other toll agencies. Consultant shall also provide solutions to integrating key regional or statewide messaging and marketing efforts into RCTC’s express lanes communications. The RCTC owned and operated Express Lanes and each California toll agency has unique policies and operational features that require tailored communication to customers. RCTC is also a member of the California Toll Operators Committee (CTOC), a coalition that coordinates toll matters of common interests statewide, including marketing and communications. RCTC is committed to delivering a high level of customer service and to provide motorists with the information necessary to easily utilize its own and other California toll facilities. The Commission opened the 91 Express Lanes in March of 2017 and is estimated to open the 15 Express Lanes in 2020 and the 15/91 Express Lanes Connector between 2020 to 2023. The estimated budget for these services is anticipated to be $3.5M for a seven-year period. The work to be performed under this contract will be task based. As each of the Express Lanes projects are in different stages of operation or future operation the tasks will vary for each project. A summary of the anticipated Scope of Services as it applies to each project is as follows: 91 Express Lanes The brand and image of the 91 Express Lanes is well established and advertising is currently being performed through a contractor to OCTA. It is anticipated that the 91 Express Lanes will continue to be advertised in this manner. Work related to the 91 Express Lanes will likely include focus groups (Task 1.1) to encourage account growth or obtain customer feedback regarding tolling concepts, development of key messaging (Task 2.2 and Task 3), development and production of communication (Task 3.1) and public relations (Task 5). 167 17336.00000\8752982.3 15 Express Lanes The 15 Express Lanes construction and toll system development are currently underway. In order to advance elements of both construction and toll system development, Task 2 and 3 branding and concept design with production will likely occur immediately following execution of the contract. The 15 Express Lane will require a market analysis (Task 1.2) to inform the advertising and public relations work. The Consultant may also be tasked with conducting focus groups or performing other research methods (Task 1.1) related to proposed operation concepts or on road signage. The Consultant will perform work under Tasks 4 and 5 prior to and following the opening of the Express Lane to assist in meeting traffic projections and to assist with the education of customers and potential future customers on how to use the Express Lanes. 15/91 Express Lanes Connector The 15/91 Express Lanes Connector will likely adopt the branding of one of the preceding Express Lanes and will not require work under Task 2.1, but will likely require an expansion of key messaging and the creation of related media (Task 2.2 and Task 3). Advertising (Task 4) and Public Relations (Task 5) may occur independent of the 15 Express Lane or jointly depending on the timing of the anticipated opening. 2.0 Standard Tasks Task 1 Market Plan and Strategy 1.1 Conduct focus groups or other research methods to assist with the formulation of marketing, customer communications, education, on road signage and to gain potential user perspective on specific tolling concepts. 1.2 Perform and deliver a market analysis which analyzes current and potential customer demographics, determining existing FasTrak® accountholder penetration, and providing information to be used for targeted promotions, advertising and outreach efforts. 1.3 Deliver a marketing plan for pre-opening and post-opening activities. Task 2 Branding and Concept Design 2.1 Develop creative concepts including, but not limited to, logo, color scheme, artwork, and customer service website graphic template. 2.2 Develop key messaging including, but not limited to Frequently Asked Questions, customer brochures, collateral materials, California Toll Operator Committee communications, transponder retail program materials, photographs, diagrams, maps and videos. 168 17336.00000\8752982.3 Task 3 Branding and Concept Design Production 3.1 Develop and produce communication using the concepts designed in Task 2 for a variety of mediums including print, video, direct mail, television, radio, email, social media, billboards, signs and websites. Provide materials in both English and Spanish as required. 3.2 Develop and produce a series of educational or promotional videos including a “How it Works” video for the RCTC Express Lanes network. Task 4 Advertising 4.1 Create all materials needed for the placement of advertisements (radio, TV, billboard, mailers, etc.). 4.2 Place, manage and adjust as appropriate, all advertisements and media buys. 4.3 Locate and coordinate special accountholder promotions within Riverside County. Task 5 Public Relations 5.1 Coordinate with other RCTC departments and CTOC member agencies to deliver Express Lane messaging and train other support staff. 5.2 Identify and attend outreach events providing all staff, equipment and materials needed. 5.3 Provide outreach toolkits to be used by others at outreach events. 169 17336.00000\8752982.3 EXHIBIT "B" SCHEDULE OF SERVICES [___INSERT___] 170 17336.00000\8752982.3 EXHIBIT "C" COMPENSATION [___INSERT___] 171 AGENDA ITEM 7I Agenda Item 7I RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: March 14, 2018 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Brian Cunanan, Commuter and Motorist Assistance Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Amendment to the Agreement with the California Highway Patrol to Fund Additional CHP Freeway Service Patrol Services WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve Agreement No. 16-45-094-02, Amendment No. 2 to Agreement No. 16-45-094-00, with the California Highway Patrol (CHP) to provide supervision and operation of the Freeway Service Patrol (FSP) program in Riverside County for an additional amount of $524,235, and a total amount not to exceed $2,048,531; 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 Riverside County FSP program is operated as a joint venture between the California Department of Transportation (Caltrans), CHP, and the Commission in its capacity as the Service Authority for Freeway Emergencies (SAFE). The Riverside County SAFE is responsible for administering the program, and the CHP provides daily field supervision to ensure service performance. Below is a sample of the services performed by FSP CHP officers: In-field Supervisory Services Provided During FSP Operating Hours (not all-inclusive): • Provide in-field, on scene, program supervision; • Provide on-the-spot decisions regarding incidents occurring in the field; • Enforce program rules and guidelines through in-field supervision; • Conduct all investigations with regard to equipment, personnel, damage, and complaints; • Inspect tow trucks for regulatory compliance; • Serve as a FSP liaison between agencies, such as with other CHP personnel, Caltrans, cities, counties, etc.; and • Be available to the public for FSP concerns, questions, comments, complaints. 172 Agenda Item 7I Administrative Supervisory Services Provided During Non-FSP Hours (not all-inclusive): • Initiate background checks and conduct testing, fingerprinting, and certifications for new FSP drivers; • Prepare training class materials (binders and maps); • Conduct training classes; • Track extra truck time, fines, penalties, and certificates (driver license, DL64, medical cards, and motor carrier permits); • Prepare monthly billing; • Maintain the standard operating procedures manual; • Maintain drop point maps to include changing local regulations; • Monitor the automatic vehicle locator system, tablets, radios, and other electronic FSP equipment; • Maintain required field-ready equipment such as backup tablets, radios, safety vests, and magnetic signs; • Participate in the RFP process for new contractors; • Maintain driver files and records for all FSP drivers; • Track FSP drivers’ tenure and performance with regard to driver recognition and awards; and • Attend and occasionally host various FSP-related required meetings and trainings (Technical Advisory Committee and quarterly drivers’ meetings). In June 2016, the Commission approved an agreement with the CHP to provide overtime supervision and operation of an FSP program in Riverside County for a three-year term (FY 2017- FY 2019) in an amount not to exceed $793,181. As part of this agreement, budget allocations to support the Commission’s Baseline FSP program and the projected hours needed to support State Route 91 Corridor Improvement Project (91 Project) construction FSP services were established. In March 2017, the Commission approved an amendment to the CHP agreement to include additional CHP resources needed for Construction FSP (related to the 91 Project), the introduction of Express Lane FSP (Express Lane FSP service), and Incremental FSP (temporary and/or grant funded expanded FSP service) in the amount of $731,115 for a new total amount not to exceed $1,524,296. DISCUSSION: Staff recently applied for and anticipates receiving additional funds from the Mobile Source Air Pollution Reduction Review Committee County Transportation Commission Partnership Program for Incremental FSP to provide weekend service on select segments, Beat Nos. 4 and 8, in the cities of Riverside and Moreno Valley, respectively. Additionally, staff is projecting a maximum of 2,800 hours of officer and dispatch time for Construction FSP CHP service supporting the I-15 Express Lanes Project (I-15 ELP) for the remainder of this agreement ending on June 30, 2019. 173 Agenda Item 7I A summary of the updated cost for the required CHP supervision of the FSP program is presented below (amounts are subject to rounding differences): Staff recommends amending the existing CHP Agreement No. 16-45-094-00 to include additional CHP resources for Incremental FSP (new weekend service) and Construction FSP (I-15 ELP) services and to add funds in the amount of $524,235 for a total amount not to exceed $2,048,531. Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2017/2018 FY 2018/2019 Amount: $147,468 $376,767 Source of Funds: SAFE Funds, 2017 Series A Sales Tax Revenue Bonds Budget Adjustment: No N/A GL/Project Accounting No.: 002173 81016 201 45 81016 Fiscal Procedures Approved: Date: 02/20/2018 Attachment: Draft Agreement No. 16-45-094-02 FY 2016/17 FY 2017/18 FY 2018/19 Baseline FSP 177,278$ 186,246$ 191,433$ Express Lane FSP 99,764 227,316 239,149 Incremental FSP 158,743 143,704 151,055 Construction FSP 113,562 49,256 311,025 549,347 606,522 892,662 $2,048,531 Total CHP Contract Amount 174 17336.00002\30596857.1 1 AMENDMENT NO. 2 TO AGREEMENT NO. 16-45-094-00 BETWEEN RIVERSIDE COUNTY SERVICE AUTHORITY FOR FREEWAY EMERGENCIES AND DEPARTMENT OF CALIFORNIA HIGHWAY PATROL (CHP Agreement No. 16R061001) THIS AMENDMENT NO. 2 is made and entered into this ____day of _______, 2018, by and between the Department of California Highway Patrol (hereinafter “CHP”) and the Riverside County Transportation Commission, acting in its capacity as the Riverside County Service Authority for Freeway Emergencies (hereinafter “RCTC”). RECITALS: WHEREAS, on June 8, 2016, RCTC approved Agreement No. 16-45-094-00 (CHP Agreement No. 16R061001) under which RCTC agreed to reimburse CHP for overtime supervision and operation of a Freeway Service Patrol (FSP) program in Riverside County for the period of July 1, 2016 through June 30, 2019 (“Agreement”); and WHEREAS, RCTC and CHP entered into Amendment No. 1 for the purpose of increasing the maximum expenditures by $731,011.69 in order to run FSP Services on the State Route 91 Express Lane facility and Event FSP Services; and WHEREAS, additional funds are needed to provide supervision and dispatch duties for the FSP program for the remainder of the contract term; and WHEREAS, RCTC and CHP desire to increase the contract amount by $524,234.71 in order to cover actual and new projected services provided for Baseline FSP, Express Lane FSP, Incremental FSP (grant funded service schedule expansions), and Construction FSP. NOW THEREFORE, in consideration of the terms and conditions set forth herein, RCTC and CHP agree as follows: 1. Section F of ARTICLE 2. TERMS AND CONDITIONS, is deleted and replaced in its entirety to read as follows: 175 17336.00002\30596857.1 2 F. “RCTC agrees to reimburse CHP for actual costs incurred for FSP related duties performed by CHP officers (“Officers”), in accordance with the following schedule: i. For Baseline FSP: 1) Approximately 983 hours of available Officer overtime during fiscal year 2016/2017, reimbursed at an estimated rate of $79.18 per hour for an annual estimated amount of $77,833.94 for FY 2016/2017. 2) Approximately 1,003 hours of available Officer overtime during fiscal year 2017/2018, reimbursed at an estimated rate of $81.47 per hour for an annual estimated amount of $81,714.41 for FY 2017/2018. 3) Approximately 1,023 hours of available Officer overtime during fiscal year 2018/2019, reimbursed at an estimated rate of $84.00 per hour for an annual estimated amount of $85,932.00 for FY 2018/2019. ii. For Express Lane FSP: (1) Approximately 817 hours of available Officer overtime during fiscal year 2016/2017, reimbursed at an estimated rate of $79.18 per hour for an annual estimated amount of $64,690.06 for FY 2016/2017. (2) Approximately 817 hours of available Dispatcher overtime during fiscal year 2016/2017, reimbursed at an estimated rate of $42.93 per hour for an annual estimated amount of $35,073.81 for FY 2016/2017. (3) Approximately 1,846 hours of available Officer overtime during fiscal year 2017/2018, reimbursed at an estimated rate of $81.47 per hours for an annual estimated amount of $150,393.62 for FY 2017/2018. (4) Approximately 1,846 hours of available Dispatcher overtime during fiscal year 2017/2018, reimbursed at an estimated rate of $41.67 per hour for an annual estimated amount of $76,922.82 for FY 2017/2018. (5) Approximately 1,846 hours of available Officer overtime during fiscal year 2018/2019, reimbursed at an estimated rate of $84.00 per hour for an annual estimated amount of $155,064.00 for FY 2018/2019. (6) Approximately 1,846 hours of available Dispatcher overtime during fiscal year 2018/2019, reimbursed at an estimated rate of $45.55 per hour for an annual estimated amount of $84,085.30 for FY 2018/2019. 176 17336.00002\30596857.1 3 iii. For Incremental FSP: (1) Approximately 1,300 hours of available Officer overtime during fiscal year 2016/2017, reimbursed at an estimated rate of $79.18 per hour for an annual estimated amount of $102,934.00 for FY 2016/2017. (2) Approximately 1,300 hours of available Dispatcher overtime during fiscal year 2016/2017, reimbursed at an estimated rate of $42.93 per hour for an annual estimated amount of $55,809.00 for FY 2016/2017. (3) Approximately 1,167 hours of available Officer overtime during fiscal year 2017/2018, reimbursed at an estimated rate of $81.47 per hours for an annual estimated amount of $95,075.49 for FY 2017/2018. (4) Approximately 1,167 hours of available Dispatcher overtime during fiscal year 2017/2018, reimbursed at an estimated rate of $41.67 per hour for an annual estimated amount of $48,628.89 for FY 2017/2018. (5) Approximately 1,166 hours of available Officer overtime during fiscal year 2018/2019, reimbursed at an estimated rate of $84.00 per hour for an annual estimated amount of $97,944.00 for FY 2018/2019. (6) Approximately 1,166 hours of available Dispatcher overtime during fiscal year 2018/2019, reimbursed at an estimated rate of $45.55 per hour for an annual estimated amount of $53,111.30 for FY 2018/2019. iv. For Construction FSP: (1) Approximately 930 hours of available Officer overtime during fiscal year 2016/2017, reimbursed at an estimated rate of $79.18 per hour for an annual estimated amount of $73,637.40 for FY 2016/2017. (2) Approximately 930 hours of available Dispatcher overtime during fiscal year 2016/2017, reimbursed at an estimated rate of $42.93 per hour for an annual estimated amount of $39,924.90 for FY 2016/2017. (3) Approximately 400 hours of available Officer overtime during fiscal year 2017/2018, reimbursed at an estimated rate of $81.47 per hours for an annual estimated amount of $32,588.00 for FY 2017/2018. (4) Approximately 400 hours of available Dispatcher overtime during fiscal year 2017/2018, reimbursed at an estimated rate of $41.67 per hour for an annual estimated amount of $16,668.00 for FY 2017/2018. 177 17336.00002\30596857.1 4 (5) Approximately 2,400 hours of available Officer overtime during fiscal year 2018/2019, reimbursed at an estimated rate of $84.00 per hour for an annual estimated amount of $201,600.00 for FY 2018/2019. (6) Approximately 2,400 hours of available Dispatcher overtime during fiscal year 2018/2019, reimbursed at an estimated rate of $45.55 per hour for an annual estimated amount of $109,320.00 for FY 2018/2019. v. RCTC Funding of ½ CHP Officer: (1) RCTC agrees to reimburse CHP for one-half of a full time Officer position for the remainder of the Agreement term at estimated annual amounts of $99,444.60 for fiscal year 2016/2017, $104,531.46 for fiscal year 2017/2018 and $105,500.76 for fiscal year 2018/2019. vi. Use of Funds; Total Not to Exceed Contract Value. Amounts Payable to the CHP by RCTC for costs incurred pursuant to this Agreement may be utilized across projects and over several fiscal years, and need not be utilized in a single fiscal year by the CHP, so long as the total amount payable under this Agreement is not exceeded. It is understood by both parties that rate increases in salary and benefits are governed by collective bargaining agreements and/or statute and that no advance written notification is necessary prior to implementing the increased rates. In the event CHP is granted a rate increase, RCTC agrees to reimburse CHP at the new hourly rate, but in no event shall the total amount to be reimbursed by RCTC under this Agreement, for any of the services described herein, exceed the maximum contract amount of $2,048,427.40. Fiscal Year begins July 1 and ends on June 30. 2. The recitals set forth above are incorporated herein by this reference. 3. Except as amended by this Amendment No. 2, all other provisions of the Agreement, and amendments thereto, shall remain in full force and effect and are incorporated herein by this reference. 178 17336.00002\30596857.1 5 SIGNATURE PAGE TO AMENDMENT NO. 2 TO AGREEMENT NO. 16-45-094-00 IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 below. STATE OF CALIFORNIA Department of California Highway Patrol P. SLINEY, Assistant Chief Administrative Services Division Date RIVERSIDE COUNTY TRANSPORTATION COMMISSION _________________________ Dana Reed Chair Date APPROVED AS TO FORM: Best, Best & Krieger LLP General Counsel Date 179 AGENDA ITEM 8 Agenda Item 8 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: March 14, 2018 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Jillian Guizado, Legislative Affairs Manager THROUGH: Anne Mayer, Executive Director SUBJECT: State and Federal Legislative Update BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Receive and file an update on state and federal legislation; 2) Adopt the following bill positions: a) AB 1759 (McCarty) – Oppose; b) AB 1905 (Grayson) – Support; and c) SB 1262 (Newman) – Support. DISCUSSION: State Update AB 1759 (McCarty) – OPPOSE Cities and counties in California are required to adopt a general plan for land use development that includes a housing element. Such agencies are required to annually report on their progress in meeting their share of Regional Housing Need Allocation (RHNA) as determined by the Southern California Association of Governments (SCAG). Starting in Fiscal Year 2022/23, this bill would require the State Controller to withhold local streets and roads funds provided under Senate Bill 1 (SB 1) from cities and counties not meeting their share of regional housing needs. Withheld funds would be placed in an escrow account until the non-compliant agency is deemed to be in compliance. Staff is recommending an oppose position on AB 1759. This position aligns with three principles in the Commission-adopted 2018 State and Federal Legislative Platform: 1. Regional Control – Oppose efforts by non-transportation interests to assert control over transportation funding. 180 Agenda Item 8 2. 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. 3. Accountability – Oppose efforts by non-elected, regulatory bodies to dilute, reduce, or withhold transportation funds. AB 1905 (Grayson) – SUPPORT Under existing law, lawsuits may be filed against agencies and companies that prepare a California Environmental Quality Act (CEQA) analysis if it is believed the analysis is incomplete or inaccurate. When such lawsuits are brought against an environmental document, a court has the authority to halt project construction, namely if the judge finds the environmental document to be inadequate. AB 1905 proposes to limit a court’s ability to stop projects from moving forward if the project is in SCAG’s adopted Sustainable Communities Strategy. Where a court would retain its ability to stop a project is if the project construction or operation poses a public health or safety risk or if the project relates to Native American lands. The Commission has experienced the negative effects of existing law halting construction of important transportation projects, including delayed safety and air quality improvements and increased construction costs. As such, staff is recommending the Commission support AB 1905, which is also aligned with the following principle in the 2018 State and Federal Legislative platform: Project Delivery Streamlining – Support efforts to modernize 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”. SB 1262 (Newman) – SUPPORT In 2012, the California State Legislature authorized a pilot program for Caltrans to utilize the procurement and project delivery method known as Construction Manager/General Contractor (CM/GC). The pilot was limited to using the method on no more than 12 projects, 10 of which were required to cost more than $10 million. In 2017, after the Riverside County Transportation Efficiency Corridor task force was convened, the Budget Act of 2016 was amended to allow for an additional 12 projects to be delivered using the CM/GC method, 2 of which were to be dedicated to the County of Riverside and the Commission to deliver the SB 132 projects. 181 Agenda Item 8 SB 1262 would make CM/GC a permanent (instead of a pilot) procurement and project delivery method for Caltrans, would remove the project cost minimum, and would eliminate the requirement for Caltrans to use its own employees or consultants to perform the project design and engineering services for a CM/GC project. Staff is recommending a support position on SB 1262 due to the time and cost efficiency potential to be realized by Caltrans, taxpayers, and motorists. This position aligns with the following principle in the 2018 State and Federal Legislative platform: Innovation – 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. State Budget Update Governor Brown released his proposed Fiscal Year 2018/19 State budget on January 10. The proposed budget is $131.7 billion, up a few billion from prior proposed budgets due to a $4.6 billion increase from SB 1. Next, the California State Legislature will draft a budget proposal of its own which will go through the formal committee and floor vetting process. By law, the California State Legislature must adopt a budget by June 15 of each year. Federal Update Legislative Outline for Rebuilding Infrastructure in America The Trump Administration released its infrastructure plan, which is based on six principles: 1. Stimulate infrastructure investment 2. Invest in rural America 3. Increase State and local authority 4. Eliminate regulatory barriers 5. Streamline permitting 6. Empower American workers Because the President’s plan speaks to infrastructure as a whole (such as: water, power, airports, broadband, and federal assets), large sections of the plan do not apply to the Commission’s purview. As such, staff is primarily focused on relevant transportation elements in the plan. It is important to note that this plan is simply a framework developed by the President and that it is the job of Congress to draft legislation to actually execute an infrastructure plan. 182 Agenda Item 8 The President’s plan proposes to invest $200 billion to stimulate $1.5 trillion in new infrastructure investment, which would come from states, local agencies, and/or the private sector. The $200 billion is proposed to be distributed as follows: • 50 percent toward incentives to encourage state, local, and private investment on innovative projects (with a maximum of 20 percent of the project cost funded by the infrastructure plan and a maximum of 10 percent of total available funding going to any one state) • 25 percent dedicated to rural infrastructure • 10 percent for transformative projects (demonstration, project planning, capital construction) • 10 percent to expand federal financing programs like Transportation Infrastructure Finance and Innovation Act (TIFIA) and Railroad Rehabilitation and Improvement Financing (RRIF) • 5 percent to establish a Federal capital revolving fund In addition to the proposed $200 billion investment, the plan proposes many statutory changes aimed at speeding up project approvals and delivery. Staff continues to review the plan details and is watching for Congressional action on an infrastructure plan of its own that staff can engage on. Attachment: Legislative Matrix – March 2018 183 RIVERSIDE COUNTY TRANSPORTATION COMMISSION - POSITIONS ON STATE AND FEDERAL LEGISLATION – MARCH 2018 Legislation/ Author Description Bill Status Position Date of Board Adoption AB 1189 (Garcia) Clarifying legislation that allows the Commission to implement a second self- help sales tax, subject to approval of two-thirds of the electorate in a future election. Enrolled and presented to the Governor. (September 13, 2017) SPONSOR 1/26/217 AB 91 (Cervantes) Requires Caltrans to convert existing HOV lanes in Riverside County to operate only during hours of heavy commuter traffic; during all other times the lanes would be open to all vehicles, including those with a single occupant. Ordered to inactive file. (September 15, 2017) OPPOSE Opposition removed 5/30/17 as a result of amendments 3/8/17 AB 351 (Melendez) Proposes to bring truck weight fees back to transportation accounts. Re-referred to Committee on Transportation. (January 4, 2018) SUPPORT 3/8/17 AB 179 (Cervantes) Changes the membership of the California Transportation Commission. Approved by the Governor. Chaptered by Secretary of State. (October 13, 2017) OPPOSE 4/12/2017 AB 408 (Chen) Final offer of compensation in eminent domain cases. Died prior to going to committee pursuant to Joint Rule 62(a). (March 20, 2017) OPPOSE 4/12/2017 AB 697 (Fong) Exempts private ambulances from paying tolls when responding to emergency and urgent calls. Ordered to inactive file. (September 16, 2017) OPPOSE Opposition removed 6/14/2017 as a result of amendments 4/12/2017 SB 132 (Budget and Fiscal Review Committee) Amendment to the Budget Act of 2016. Creates the Riverside County Transportation Efficiency Corridor. Approved by the Governor. Chaptered by Secretary of State. (April 28, 2017) SUPPORT 4/12/2017 ATTACHMENT 1 184 Legislation/ Author Description Bill Status Position Date of Board Adoption SB 268 (Mendoza) Changes the Los Angeles County Metropolitan Transportation Authority board of directors governance structure. Re-referred to Assembly Local Government Committee. (September 5, 2017) OPPOSE 5/9/2017 Staff action based on platform AB 1523 (Obernolte) Authorizes the San Bernardino County Transportation Authority (SBCTA) to use design-build for local agencies to reconstruct the Mt. Vernon Avenue Viaduct project in San Bernardino. Approved by the Governor. Chaptered by Secretary of State. (July 31, 2017) SUPPORT 5/10/2017 SB 150 (Allen) Requires the state board to update and revise greenhouse gas emission reduction targets while considering vehicle miles traveled (VMT) reductions. Requires the state board to assess current and historic VMT. Requires the state to prepare a report every four years that assesses metropolitan planning organization progress toward meeting metrics. Approved by the Governor. Chaptered by Secretary of State. (October 10, 2017) OPPOSE 5/10/2017 SB 264 (Nguyen) Requires net excess toll revenue from the Orange County Transportation Authority’s (OCTA) Interstate 405 Improvement Project to be allocated to OCTA and project corridor jurisdictions and requires the moneys to be spent on specified transportation improvement projects. Hearing in Transportation and Housing Committee scheduled for April 25; author cancelled hearing. (April 25, 2017) OPPOSE 5/10/2017 SB 477 (Cannella) Allows for the extension of an existing rail corridor to provide intercity rail service beyond the defined boundaries of the corridor, subject to approval by the joint powers authority board and Secretary of Transportation. Held in Assembly Appropriations Committee. (September 1, 2017) SUPPORT 5/10/2017 AB 686 (Santiago) Requires agencies to “affirmatively further fair housing” opportunity with all governmental actions. Amended and re-referred to Senate Transportation and Housing Committee. (July 17, 2017) OPPOSE 6/14/2017 SB 768 (Allen, Wiener) Extends authority to Caltrans and regional transportation agencies to enter into public private partnership agreements for transportation projects. Held in Senate Appropriations Committee. (May 25, 2017) SUPPORT 6/14/2017 H.R. 100 (Brownley) Increases the sub-allocation for local communities under the Surface Transportation Block Grant Program (STBG). Referred to House T&I subcommittee on Highways and Transit. (January 3, 2017) SUPPORT 6/14/2017 185 Legislation/ Author Description Bill Status Position Date of Board Adoption AB 115 (Ting); SB 99 (Budget) Trailer bill containing elements that will streamline transportation project delivery. Approved by the Governor. Chaptered by Secretary of State. (June 27, 2017) SUPPORT 6/14/2017 Staff action based on platform AB 805 (Gonzalez Fletcher) Changes the San Diego Association of Governments board of directors governance and voting structure. Approved by the Governor. Chaptered by Secretary of State. (October 11, 2017) OPPOSE 6/15/2017 Staff action based on platform AB 1069 (Low) Requires ten countywide transportation agencies, including the Commission, to regulate taxicabs. Approved by the Governor. Chaptered by Secretary of State. (October 13, 2017) OPPOSE 6/28/2017 Staff action based on platform AB 1282 (Mullin) Requires the California State Transportation Agency Secretary to establish a Transportation Permitting Task Force. Approved by the Governor. Chaptered by Secretary of State. (October 10, 2017) SUPPORT 7/12/2017 AB 135 (Budget) Trailer bill containing elements that allow agencies to request approval for letters of no prejudice to advance spending on SB 1 projects using local funding sources; authorizes the California State Transportation Agency to perform NEPA Assignment on transit, rail, and multimodal projects; and provides flexibility to cities and counties for adopting Local Streets and Roads project lists. Approved by the Governor. Chaptered by Secretary of State. (September 16, 2017) SUPPORT 9/13/2017 Staff action based on platform H.R. 1 Amends the Internal Revenue Code to reduce tax rates and modify policies, credits, and deductions for individuals and businesses. Signed by President. (December 22, 2017) SEEK AMENDMENTS 12/13/2017 ACA 5 (Proposition 69) Assembly Constitutional Amendment passed by two-thirds of the California State Legislature and signed by Governor Brown. If passed by the voters, amends the California Constitution to protect SB 1 revenues from seizure to fund other programs and expenses. On June 5, 2018 Statewide Direct Primary Election ballot. SUPPORT 1/25/2018 California Voter Approval for Gas and Vehicle Taxes Initiative Repeals revenues raised by SB 1 that are dedicated to road repair and transportation funding. Henceforward, requires a majority vote of Californians to increase transportation revenues once passed by two-thirds of the California State Legislature. Proponents collecting signatures of registered voters. OPPOSE 1/25/2018 186 Legislation/ Author Description Bill Status Position Date of Board Adoption SCR 90 (Roth) Designates the 60/91/215 interchange in Riverside County as the Joseph Tavaglione Interchange. Referred to Senate Committee on Transportation and Housing. (February 1, 2018) SUPPORT 2/1/2018 Staff action based on platform 187 AGENDA ITEM 9 Agenda Item 9 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: March 14, 2018 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Martha Masters, Senior Management Analyst Shirley Medina, Planning and Programming Director THROUGH: Anne Mayer, Executive Director SUBJECT: Riverside County 2019 Federal Transportation Improvement Program Financial Resolution BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to approve Resolution No. 18-003, “Resolution of the Riverside County Transportation Commission Certifying Riverside County has Resources to Fund Projects in the Federal Fiscal Years 2018/19 Through 2023/24 Transportation Improvement Program and Affirming Commitment to Implement All Projects in the Program”. BACKGROUND INFORMATION: The Federal Transportation Improvement Program (FTIP) is a federally required document that lists transportation projects funded with federal, state, and local funds for the next six-year period. The Southern California Association of Governments (SCAG) is responsible for preparing the FTIP every two years for the six-counties within the SCAG region, and performing the following five conformity tests: • Consistency with SCAG’s Regional Transportation Plan/Sustainable Communities Strategy (RTP/SCS) • Regional Emission Analysis • Timely Implementation of Transportation Control Measures (TCM) • Financial Constraint • Interagency Consultation and Public Involvement The 2019 FTIP Update covers FFYs 2018/19 – 2023/24, and reflects projects listed in the 2016 RTP/SCS. All federal and state funded projects must be included in the FTIP prior to obligating these funds. Overall Riverside County is submitting a list of 323 active projects totaling $7 billion in funds. 188 Agenda Item 9 The attached resolution must be included in the 2019 FTIP to certify the Riverside County portion of the FTIP is financially constrained and to affirm the commitment to implement the projects. Financial constraint and project commitment is defined as follows: 1. Financial Constraint: The Commission must certify the Riverside County Transportation Improvement Program is financially constrained (projects are not programmed in excess of fund levels) and the funding may be reasonably expected to carry out the program. 2. Project Commitment: The Commission must affirm its highest priorities for funding are the projects in the 2019 FTIP. The affirmation is specifically targeted to enforceable TCMs. Over the past three months, staff reviewed projects submitted by Caltrans, local agencies, and transit operators in Riverside County. These projects included freeways, state highways, arterials, routes that provide access to major activity centers, goods movement routes, intermodal facilities, and fixed transit routes. Projects that have completed construction were identified and removed from the 2019 FTIP, while other projects were added, deleted, or modified at the request of project sponsors. All project programming was reviewed to ensure each project clearly identified funding sources and schedules with the concurrence of each project sponsor. There are 37 TCM projects in the 2019 FTIP with completion dates ranging from 2018 to 2024, at an estimated cost of $1.36 billion. TCMs are specific transportation projects and programs committed to help improve air quality, regardless of the source of funding. Project sponsors have been notified that TCMs must be operational or implemented by the completion date committed to in the FTIP. If not, these projects must be substituted by another TCM eligible project. The SCAG Regional Council is scheduled to approve the 2019 FTIP by September 2018. SCAG subsequently will pursue the necessary state and federal approvals for the 2019 FTIP. These approvals are anticipated to occur by early December 2018 at which point the 2019 FTIP takes effect. SCAG allows project amendments to occur throughout the two-year cycle to make minor project changes and staff coordinates these amendments with the local agencies. This item does not have a financial impact; separate actions have been or will be taken to fund specific projects as necessary. Attachments: 1) RCTC Resolution No. 18-003 2) 2019 FTIP Funding Summary – FFY 2018/19 – FFY 2023/24 189 RESOLUTION NO. 18-003 RESOLUTION OF THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION CERTIFYING RIVERSIDE COUNTY HAS RESOURCES TO FUND PROJECTS IN THE FEDERAL FISCAL YEARS 2018/19 THROUGH 2023/24 TRANSPORTATION IMPROVEMENT PROGRAM AND AFFIRMING COMMITMENT TO IMPLEMENT ALL PROJECTS IN THE PROGRAM WHEREAS, Riverside County is located within the metropolitan planning boundaries of the Southern California Association of Governments (SCAG); and WHEREAS, the Fixing America Surface Transportation (FAST) Act requires SCAG to adopt a regional transportation improvement program for the metropolitan area; and WHEREAS, the FAST Act also requires that the regional transportation improvement program include a financial plan that demonstrates how the transportation improvement program can be implemented; and WHEREAS, the Riverside County Transportation Commission (RCTC) is the agency responsible for short-range capital and service planning and programming for the Riverside County area within SCAG; and WHEREAS, as the responsible agency for short-range transportation planning, the RCTC is responsible for developing the Riverside County Transportation Improvement Program (TIP), including all projects utilizing federal and state highway and transit funds; and WHEREAS, the RCTC must determine, on an annual basis, the total amount of funds that could be available for transportation projects within its boundaries; and WHEREAS, the RCTC has adopted the FFY 2018/19 through FFY 2023/24 Riverside County TIP with funding for FFY 2018/19 and FFY 2019/20 available and committed, and reasonably committed for FFY 2020/21 through FFY 2023/2024. NOW, THEREFORE, BE IT RESOLVED by the RCTC that it affirms its continuing commitment to the projects in the FFY 2018/19 through FFY 2023/24 Riverside County TIP; and BE IT FURTHER RESOLVED, that the FFY 2018/19 through FFY 2023/24 Riverside County TIP Financial Plan identifies the resources that are available and committed in the first two years and reasonably available to carry out the program in the last four years, and certifies that: 1.Projects in the FFY 2018/19 through FFY 2023/24 Riverside County TIP are consistent with the proposed 2018 State Transportation Improvement Program (STIP) scheduled to be approved by the California Transportation Commission in April 2018; and ATTACHMENT 1 190 2. All of the projects in the Riverside County TIP have complete funding identified in the Program based on reasonably available funding; and 3. Riverside County has the funding capacity in its county Surface Transportation Program (STP) and Congestion Mitigation and Air Quality Program (CMAQ) allocation to fund all of the projects in the FFY 2018/19 through FFY 2023/24 Riverside County TIP; and 4. The local match for projects funded with federal STP and CMAQ program funds is identified in the TIP; and 5. All the Federal Transit Administration funded projects are programmed within FAST Act Guaranteed Funding Levels. APPROVED AND ADOPTED this 14th day of March, 2018. __________________________________________ Dana W. Reed, Chair Riverside County Transportation Commission ATTEST: _____________________________________ Lisa Mobley, Clerk of the Board Riverside County Transportation Commission 191 Fund Summary 2019 FTIP (FY 2018/2019 - FY 2023/2024) Local Highway, State Highway, Transit County Pending/Approved Cost in Thousands RiversideCounty Prior 2018/2019 2019/2020 2020/2021 2021/2022 2022/2023 2023/2024 Total Local ADCONST LOCAL - ADVANCED CONSTRUCTION AGENCY AGENCY 493,499 307,951 280,467 561,429 203,829 100,449 506,927 1,961,052 AIR AIR BOARD 12,587 17,400 17,400 BONDL BONDS - LOCAL 583,720 413,300 160,000 717,835 1,291,135 CITY CITY FUNDS 172,468 162,826 156,262 171,918 191,118 124,456 214,451 1,021,031 CO COUNTY 123,253 15,958 80,720 15,450 112,128 DEV FEE DEVELOPER FEES 3,711 38,376 6,225 16,185 38,212 20,000 34,000 152,998 ERVTUMF EASTERN RIV TUMF 8,370 3,276 7,454 19,953 9,600 39,750 80,033 FARE FARE REVENUE 27,246 LTF LOCAL TRANS FUNDS 130,100 PVT PRIVATE FUNDS 10,000 10,000 TDA3 TDA ARTICLE #3 2,021 536 536 TDA4 TDA ARTICLE #4 2,000 WRVTUMF WESTERN RIV TUMF 175,923 63,710 42,996 8,608 21,170 7,950 144,434 XRIV RIV CO SALES TAX 247,116 52,689 137,940 2,036 192,665 SubTotal Local 1,982,014 1,086,022 791,344 1,578,684 463,929 268,305 795,128 4,983,412 State ATP ACTIVE TRANSPORTATION PROGRAM 18,432 27,929 2,088 5,885 35,902 ATP-MPO ACTIVE TRANSPORTATION PROGRAM - MPO 12,174 2,819 154 453 3,426 CAPTRAD CAP AND TRADE PROGRAM 1,706 CT-TIRCP TRANSIT AND INTERCITY RAIL CAPITAL PROGRAM 2,449 HBRR-L BRIDGE - LOCAL 63,698 6,028 11,162 342,825 17,043 36,723 1,151 414,932 LBSRA LOCAL BRIDGE SEISMIC RETROFIT ACCOUNT 6 278 57 4,463 4,798 NH-HM NATIONAL HWY SYSTEM - HM 8,952 PTMISEA PUBLIC TRANS MODERINAZATION IMP AND SERV. ENHANCEMENT ACCT. 10,440 SB 132 SENATE BILL 132 70,500 63,523 57,850 143,400 1,127 6,322 272,222 SB1-LPPF SB1 LOCAL PARTNERSHIP FORMULA FUNDS 13,572 SEC190 SECTION 190 GRADE SEPARATION PROGRAM 20,000 20,000 Print Date: 2/15/2018 9:10:52 AM Page: 1 of 4 ATTACHMENT 2 192 Fund Summary 2019 FTIP (FY 2018/2019 - FY 2023/2024) Local Highway, State Highway, Transit County Pending/Approved Cost in Thousands RiversideCounty Prior 2018/2019 2019/2020 2020/2021 2021/2022 2022/2023 2023/2024 Total State SHOPPAC SHOPP - ADVANCE CONSTRUCTION 449,039 131,628 463,742 77,679 315,705 988,754 SHPACMIN SHOPP ADVANCE CONSTRUCTION (AC) - CT MINOR 990 10 1,000 S-PARK STATE PARK FUNDS 400 STA STATE TRANSIT ASSIST 17,335 545 545 STA-PUC STATE PUC 10,000 10,000 ST-CASH STATE CASH 3,200 1,600 1,600 1,600 1,600 6,400 STCASHR STATE CASH - RIP 5,273 STIPACRP STIP ADVANCE CON-RIP 4,950 106,340 47,600 153,940 STP-HM SURFACE TRANSPORTATION PROGRAM - HM 13,258 TCIF TRADE CORRIDOR PROGRAM 5,709 5,709 TSSSDR TRANSIT SYSTEM SAFETY,SECURITY AND DISASTER RESPONSE ACCOUNT 373 SubTotal State 695,757 366,399 536,653 623,905 335,475 54,035 1,161 1,917,628 Federal Transit 5307 FTA 5307 UZA FORMULAR 3,512 5307H HEMET URBANIZED AREA 10,037 5307IC INDIO-CATHEDRAL CITY URBANIZED AREA 13,970 5307MT MURRIETA-TEMECULA-MENIFEE URBANIZED AREA 14,411 5307RS RIVERSIDE/SAN BERNARDINO URBANIZED AREA 66,229 5307-TR FTA 5307 (FHWA TRANSFER FUNDS)34,873 5309a FTA 5309(a) GUIDEWY 13,592 5309c FTA 5309(c) BUS 6,804 5310 FTA 5310 ELD AND DISABI 360 5310IC INDIO-CATHEDRAL CITY URBANIZED AREA - EM 1,720 5310MT MURRIETA-TEMECULA-MENIFEE URBANIZED AREA - EM 1,085 5310RS RIVERSIDE-SAN BERNARDINO URBANIZED AREA - EM 2,414 5311 5311 - NONURBANIZED AREA FORMULA PROGRAM 1,793 5311F 5311F - INTERCITY BUS 666 Print Date: 2/15/2018 9:10:53 AM Page: 2 of 4193 Fund Summary 2019 FTIP (FY 2018/2019 - FY 2023/2024) Local Highway, State Highway, Transit County Pending/Approved Cost in Thousands RiversideCounty Prior 2018/2019 2019/2020 2020/2021 2021/2022 2022/2023 2023/2024 Total Federal Transit 5312 NATIONAL RESEARCH AND TECHNOLOGY 9,990 5337RS RIVERSIDE-SAN BERNARDINO URBANIZED AREA 16,817 5339 5339 - BUS AND BUS FACILITIES FORMULA GRANTS 1,626 2,179 2,179 5339H HEMET URBANIZED AREA - BFG 1,027 5339IC INDIO-CATHEDRAL CITY URBANIZED AREA - BFG 3,824 5339LA LOS ANGELES -LONG BEACH- ANAHEIM URBANIZED AREA - BFG 8 5339MT MURRIETA-TEMECULA-MENIFEE URBANIZED AREA - BFG 977 5339RS RIVERSIDE-SAN BERNARDINO URBANIZED AREA - BFG 14,319 SubTotal Federal Transit 220,054 2,179 2,179 Federal Highway 2006EAR FFY 2006 APPROPRIATIONS EARMARKS 4,229 2009EAR FFY 2009 Appropriations Earmarks 950 950 CMAQ CMAQ 27,961 74,054 31,160 8,000 113,214 DEMOSTL DEMO-SAFETEA-LU 20,405 934 671 931 2,536 DEMOT21 DEMO - TEA 21 7,918 EARREPU 2016 EARMARK REPURPOSING 401 6,780 2,879 9,659 IM INTERSTATE MAINTENANC 476 PNRS PROJECTS OF NATIONAL AND REGIONAL SIGNIFICANCE 400 SCE129 SECTION 129 - SURFACE TRANSPORTATION PRIORITIES 1,470 SEC125 Section 125 - Surface Transportation Priorities 855 STP SURFACE TRANS PROG 1,750 STP4818 SURFACE TRANS PROG - HR4818 1,231 STPL STP LOCAL 80,671 30,558 29,022 146 1,215 60,941 SubTotal Federal Highway 147,767 113,276 63,732 9,077 1,215 187,300 Print Date: 2/15/2018 9:10:53 AM Page: 3 of 4194 Fund Summary 2019 FTIP (FY 2018/2019 - FY 2023/2024) Local Highway, State Highway, Transit County Pending/Approved Cost in Thousands RiversideCounty Prior 2018/2019 2019/2020 2020/2021 2021/2022 2022/2023 2023/2024 Total Federal Railroad Administration FRA FEDERAL RAILROAD ADMINISTRATION EARMARK 2,982 SubTotal Federal Railroad Administration 2,982 Innovative Finance TIFIA TRANSPORTATION INFRASTRUCTURE FINANCE & INNOVATION ACT 163,967 SubTotal Innovative Finance 163,967 County Total Riverside 3,212,541 1,567,876 1,391,729 2,211,666 799,404 323,555 796,289 7,090,519 Print Date: 2/15/2018 9:10:53 AM Page: 4 of 4195 Martha Masters Senior Management Analyst The Federal Transportation Improvement Program (FTIP) •A federally required document that lists transportation projects funded with federal,state,and local funds •Covers Federal Fiscal Years starting October 1,2018 through September 30,2024 What is the FTIP? 2019 FTIP •Through the FTIP process,SCAG performs the following five air quality conformity tests: 1.Consistency with SCAG’s Regional Transportation Plan/Sustainable Communities Strategy 2.Regional emission analysis 3.Timely implementation of Transportation Control Measures (TCMs ) 4.Financially constraint 5.Interagency consultation and public involvement and public outreach SCAG’s Role 2019 FTIP •Through the FTIP process,the Commission is responsible for the following: 1.Contact and provide Caltrans,all local agencies,and transit operators their projects in the current FTIP for updating 2.Analyze and review all project updates and new projects in accordance with state and federal guidelines 3.Ensures the projects proposed complement strategies identified in SCAG’s RTP/SCS 4.Confirm FTIP is financially constrained 5.Enter projects into the SCAG FTIP Database 6.Work with SCAG The Commission’s Role 2019 FTIP •TCMs are specific transportation projects and programs committed to help improve air quality. •A TCM-type project or program should reduce vehicle use or change traffic flow or congestion conditions. •TCMs must be operational or implemented by the completion date committed to in the FTIP. •37 TCM projects in the 2019 FTIP (all Riverside County) •Estimated cost of $1.36 billion •Examples of TCMs in 2019 FTIP: •Eastvale:Road diet from 4 to 2 lanes (bike lanes)-2 miles •Riverside:1.28 miles of sidewalk in La Sierra Neighborhood Importance of TCMs 2019 FTIP FTIP Process Local agencies reviewed & submitted projects to RCTC Oct-Dec 2017 RCTC reviewed & submitted 396projects to SCAG Nov 2017-Jan 2018 SCAG reviews & analyzes projects and performs trnsptn. model runs Jan-June 2018 SCAG conducts 30 day public review period and public hearings July 2018 SCAG will pursue state and federal approvals Sept-Nov 2018 Anticipat-edfederal approval of 2019 FTIP Dec 2018 Local agencies obligate federal funds and seek federal approvals Jan 2019+ 2019 FTIP •Certify the Riverside County portion of the FTIP is financially constrained and affirm the commitment to implement the projects 1.Financial Constraint:Projects are not programmed in excess of anticipated fund levels 2.Project Commitment to the projects in the 2019 FTIP (especially TCMs) 2019 FTIP Resolution 2019 FTIP Approve Resolution No.18-003,“Resolution of the Riverside County Transportation Commission Certifying Riverside County has Resources to Fund Projects in the Federal Fiscal Years 2018/19 Through 2023/24 Transportation Improvement Program and Affirming Commitment to Implement All Projects in the Program”. Staff Recommendation 2019 FTIP AGENDA ITEM 10 BLANK Agenda Item 10 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: March 14, 2018 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Theresia Trevino, Chief Financial Officer THROUGH: Anne Mayer, Executive Director SUBJECT: Refinancing of 2009 Series B and C Sales Tax Revenue Bonds and Termination of Swap BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Receive and file the presentation regarding the refinancing of the 2009 Series B and C Sales Tax Revenue Variable Rate Demand Bonds (2009 B&C Bonds) with the issuance of the 2018 Series A Sales Tax Revenue Refunding Bonds (2018 Refunding Bonds) and termination of the Bank of America, N.A. (BANA) swap; 2) Approve the termination of the interest rate swap with BANA in the currently outstanding notional amount of $70.8 million at an estimated termination cost of approximately $7.4 million (as of February 14, 2018 market conditions); 3) Approve the refunding of the 2009 B&C Bonds, currently outstanding in the amount of $70.8 million which is integrated with the BANA swap; 4) Adopt Resolution No. 18-002, “Resolution Authorizing the Issuance and Sale of Not to Exceed $70,800,000 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 a Ninth Supplemental Indenture, a Purchase Contract, an Official Statement and a Continuing Disclosure Agreement, and the Taking of All Other Actions Necessary in Connection Therewith”; 5) Approve the proposed form of the Official Statement for the issuance of not to exceed $70.8 million in 2018 Refunding Bonds and authorize the Executive Director to approve and execute the printing and distribution of the final Official Statement; 6) Approve the proposed form of the Continuing Disclosure Agreement related to the 2018 Refunding Bonds, by and 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; 196 Agenda Item 10 7) Approve the proposed form of the Ninth Supplemental Indenture for the 2018 Refunding Bonds, by and 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 Ninth Supplemental Indenture; Approve the proposed form of the Bond Purchase Agreement between the Riverside County Transportation Commission and Merrill Lynch, Pierce, Fenner & Smith Incorporated (BofAML), as Underwriter Representative acting on behalf of itself and Goldman, Sachs & Co. (Goldman), (collectively the Underwriters), for the 2018 Refunding Bonds and authorize the Chief Financial Officer to approve and execute the final Bond Purchase Agreement; 8) Approve the estimated costs of issuance, including estimated underwriter’s discount, of $517,000 to be paid from the bond proceeds; 9) Approve Agreement No. 04-19-029-12, Amendment No. 12 to Agreement No. 04-19-029-00, with Fieldman Rolapp & Associates, Inc. (Fieldman) for financial advisory services related to the issuance of the 2018 Refunding Bonds and the termination of the BANA swap for an additional amount not to exceed $67,500; 10) Approve Agreement No. 05-19-510-14, Amendment No. 14 to Agreement No. 05-19-510-00, with Orrick, Herrington, & Sutcliffe LLP (Orrick) for bond counsel services related to the issuance of the 2018 Refunding Bonds and the termination of the BANA swap for an additional amount of $115,000 and a total amount not to exceed $2,965,000; 11) Approve Agreement No. 09-19-072-12, Amendment No. 12 to Agreement No. 09-19-072-00, with Norton Rose Fulbright US LLP (Norton Rose) for disclosure counsel services related to the issuance of the 2018 Refunding Bonds and the termination of the BANA swap for an additional amount of $45,000 and a total amount not to exceed $857,600; and 12) Approve adjustments to the FY 2017/18 budget in the amounts of $74,930,000 to increase sources related to the issuance of refunding bonds and $78,763,000 to increase uses related to the use of the refunding bond proceeds. BACKGROUND INFORMATION: At its December meeting, the Commission approved the advance refunding of a portion of the outstanding sales tax revenue bonds as a result of tax reform legislation that would, among other changes, no longer permit advance refundings of tax-exempt municipal debt after December 2017. On December 28, the Commission completed the issuance of $392.7 million of 2017 Series B Sales Tax Revenue Refunding Bonds (2017 Refunding Bonds) in order to advance refund $410.1 million of a portion of sales tax revenue bonds issued in 2010 and 2013. The result was $52 million in Measure A funds that will be available to the Commission through 2039 for critical transportation improvements in Riverside County rather than used for debt service. The net present value savings of $40 million was 9.74 percent of the principal amount of debt refunded, much higher than the 3 percent target required by the Commission’s debt policy adopted in September 2016. 197 Agenda Item 10 Following the advance refunding in December, the outstanding debt secured by Measure A sales tax revenues consists of the following: Description Final Maturity Amount Outstanding 2005 Commercial Paper Series A Notes1 June 2039 $ 0 2009 Series B and C Variable Rate Bonds (Tax-Exempt) June 2029 70,800,000 2010 Series B Bonds (Taxable Build America Bonds) June 2039 112,370,000 2013 Series A Bonds (Tax-Exempt) June 2039 89,755,000 2016 Series A Refunding Bonds (Tax-Exempt) June 2029 73,240,000 2017 Series A Bonds (Tax-Exempt) June 2039 158,760,000 2017 Series B Refunding Bonds (Tax-Exempt) June 2039 392,730,000 $ 897,655,000 1Currently authorized to be issued up to a maximum par amount of $60 million President Trump signed the tax reform legislation known as the Tax Cuts and Jobs Act (Act) on December 22. The Act included a cut in the corporate tax rate from 35 percent to 21 percent beginning in 2018. While the municipal bond market is still adjusting for the new tax reforms, tax-exempt yields are expected to move higher relative to taxable yields to compensate for the lower after tax value of holding tax-exempt investments due to the lower corporate tax rate. An increase in tax-exempt yields exposes the Commission to some risks related to its variable rate debt and related swap as discussed in the following section. Commission’s Variable Rate Debt and Interest Rate Swaps History In 2006, due to the uncertainty of future interest rates in connection with anticipated long-term debt issuances related to the 2009 Measure A, staff in consultation with Fieldman recommended an interest rate swap strategy to insulate the Commission’s 2009 Measure A financing program against future interest rate volatility. Other transportation agencies, such as the San Diego Association of Governments and Contra Costa Transportation Authority also pursued similar strategies. The Commission wanted to achieve a greater level of interest rate stability when it made this business decision; it was not a bet on the direction of future interest rates. While the swap has worked as intended, a swap transaction and the underlying variable rate bonds are complex and involve risks such as tax, basis (potential mismatch between rate indexes over time), rollover, liquidity, termination, counterparty or credit, and interest rate. The Commission understood these risks when it approved the swap strategy and realized it might need to have mitigation strategies available should one or more of the risks materialize in the future. A chronological overview of the implementation of the swap strategy and subsequent variable rate sales tax revenue financings is presented below. 198 Agenda Item 10 July 2006 Commission authorized the execution of swap transaction documents with counterparties. August 2006 Commission awarded forward-starting interest rate swap agreements to BANA and Lehman Brothers Derivative Products, Inc. (LBDP) for $100 million and $85 million, respectively, to become effective on October 1, 2009. The Commission anticipated issuance of at least $185 million of variable rate long-term debt in 2009 (following the start of the 2009 Measure A) to refinance outstanding commercial paper. The Commission established the commercial paper program in March 2005 in order to advance 2009 Measure A project development. Under the swap terms, the Commission receives 67 percent of one month LIBOR (generally equivalent to the rate on floating rate bonds at the time) and pays 3.679 percent to the swap counterparty on the outstanding, or notional, amount. May 2008 Commission authorized the issuance of bonds to refinance outstanding commercial paper. June 2008 Commission issued $126.4 million of 2008 Bonds with the intent to refinance them with a bond issuance in October 2009. The 2008 Bonds were issued with a June 1, 2029 final maturity but were subject to mandatory tender on December 1, 2009. September 2008 Lehman Brothers Holdings (Lehman) filed for bankruptcy as a result of credit crisis. Under the terms of the LBDP swap, Lehman’s bankruptcy was a “trigger event” resulting in an early termination of the swap agreement. In accordance with the swap agreements and based on the fall in interest rates between August 2006 and September 2008, the Commission made a $3.45 million termination payment to LBDP. Commission authorized the Executive Director to enter into a replacement interest rate swap agreement. The Commission executed an agreement with Deutsche Bank (DB) at a fixed interest rate of 3.206 percent. October 2009 Commission issued $185 million of 2009 Bonds in three series: A, B, and C. The bond proceeds refinanced the 2008 Bonds and $53.7 million of outstanding commercial paper. The 2009 Bonds were integrated with the interest rate swaps that became effective in October 2009, thereby creating synthetic fixed rate debt. May 2016 Moody’s Investors Service (Moody’s) lowered DB’s long-term rating to Baa2, resulting in a termination event under the swap agreement. This downgrade was the second downgrade by Moody’s in 2016. July 2016 DB did not assign the swap to another qualified counterparty, and the Commission gave notice to DB to reserve its rights to terminate the swap. September 2016 Commission terminated the DB swap and negotiated a $10.3 million termination settlement payment. October 2016 Commission issued $76.1 million of 2016 Refunding Bonds at a fixed interest rate to refund Series A of the 2009 Bonds, finance the swap termination payment, refund all outstanding commercial paper, and pay costs of issuance. Since issuance in 2009, repayment of each series of the 2009 Bonds has been secured by a separate standby bond purchase agreement (SBPA) with a bank as a liquidity facility and remarketed on a weekly basis by remarketing agents. The current SBPAs for the 2009 B&C Bonds were obtained from Bank of Tokyo-Mitsubishi UFJ, Ltd., acting through its New York Branch, and expire in March 2019. The current remarketing agent is Barclays Capital for the 2009 B&C Bonds. As noted earlier, the 2009 B&C Bonds issued at a variable interest rate are integrated with the interest rate swap to create synthetic fixed rate debt, as illustrated in the graphic: 199 Agenda Item 10 The variable rate on the bonds corresponds to the SIFMA rate and is based on the weekly remarketings by Barclays Capital; the floating rate on the payment received from the swap counterparty is based on 67 percent of LIBOR. • The SIFMA Municipal Swap rate is the Securities Industry and Financial Markets Association 7-day high-grade market index comprised of tax-exempt variable rate debt obligations reset rates that are reported to the Municipal Securities Rule Making Board’s reporting system. • The London interbank offered rate, or LIBOR, is a global taxable bond benchmark based on estimates of interbank lending rates. Since LIBOR represents taxable rates, it historically has been a higher rate than that payable on tax-exempt debt. The floating rate received under the swap was set at 67 percent of LIBOR to approximate tax-exempt rates based on historical models correlating LIBOR and SIFMA. In 2017 it was announced that LIBOR will be phased out by the end of 2021 because there wasn’t sufficient meaningful data to maintain the benchmark; however, a replacement has not been identified creating uncertainty regarding LIBOR-based swap rates and resulting in increased volatility. The goal of the two transactions is the netting out of the variable rate paid on the bonds and the floating rate received — leaving the Commission essentially with a fixed rate payment to create synthetic fixed rate debt in addition to liquidity and remarketing fees. Tax reform may impact prior assumptions about the correlation between LIBOR and SIFMA and tend to cause the variable rate on the bonds to exceed the floating rate received under the swap. A swap is a derivative instrument that hedges identified financial risks, and if the derivative instrument is determined to be effective in reducing the identified exposure, hedge accounting provides that the changes in the fair value of the swap is reported in the government’s statement 200 Agenda Item 10 of net position. In connection with the preparation of the Commission’s annual financial statements, staff has obtained a swap valuation report from Fieldman to determine the effectiveness of the swap. Since implementation of the swap strategy and issuance of variable rate bonds, the analysis indicated that the swap has been effective as a hedging instrument. Additionally, the Commission has disclosed the credit risk, interest rate risk, basis risk, and termination risk in the financial statements. The table below summarizes the average annual performance of the synthetic fixed rate debt related to the BANA swap for each year. In past years, the Commission unfortunately experienced termination risk in connection with Lehman’s bankruptcy and credit and termination risks as a result of DB’s rating downgrades. Now the Commission faces unforeseen tax and basis risks anticipated from recent federal tax reform. • With corporate tax rates decreasing from 35 percent to 21 percent (tax risk), the value to corporations (a majority of the purchasers of the bonds) of holding tax-exempt debt would decrease and they will require a higher tax-exempt rate to compensate. • The municipal bond market expects that tax-exempt rates will increase and the difference or spread between tax-exempt and taxable rates will get tighter. As a result, the Commission may be paying more to the bondholders of the 2009 B&C Bonds than the 67 percent of LIBOR that it receives from BANA under the swap (i.e., basis risk). In the above table, basis risk is quantified as “RCTC basis differential Cost (Gain).” The Commission will also be exposed to credit risk of BANA and liquidity providers, as well as renewal risk considering that the SBPAs expire in March 2019 and will need to be extended or replaced if the proposed refinancing does not occur. The future of LIBOR is uncertain, and the implication on LIBOR rates in the long run is unknown. Refunding Plan The proposed 2018 Refunding Bonds are fixed rate bonds with maturities through June 2029 to match the final maturity of the outstanding 2009 B&C Bonds. 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 process, as permitted in the Commission’s debt policy, in order to realize some efficiencies based on the recent refunding transaction and due to the swap termination negotiation process. 6/30/2010 6/30/2011 6/30/2012 6/30/2013 6/30/2014 6/30/2015 6/30/2016 6/30/2017 RCTC receives 67% of LIBOR (floating rate) RCTC pays SIFMA to bondholders (floating rate) RCTC basis differential Cost (Gain) RCTC pays counterparty (fixed rate) RCTC pays liquidity & remarketing fees (fixed cost) RCTC net cost of funds for year 4.7495% 5.0990% 4.6640% 4.5700% 4.5230% 4.1832% 4.1856% 4.3192% 3.6790%3.6790%3.6790% 1.0125%1.3500%1.00500%0.8900%0.8900%0.5793%0.4975%0.4975% 3.6790%3.6790%3.6790%3.6790%3.6790% 0.2400%0.1400%0.1430%0.0650%0.0409% -0.0460%0.0580%0.0700%-0.0200%0.0010% 0.1770%0.1700%0.1600%0.1420%0.1110% 0.2350% -0.0751%0.0091%0.1427% 0.1160%0.1116%0.5020% 0.1207%0.6447% 201 Agenda Item 10 Staff recommends the selection of BofAML and Goldman, from the Commission’s pool of qualified underwriters established in April 2015, to participate in a negotiated debt sales process. These two firms have participated as senior managing underwriters in recent Commission financings and provide frequent market updates and refunding overviews. Due to the modest size of the proposed transaction, a larger group of underwriters would not yield additional benefits to the Commission in terms of selling the bonds. Fieldman prepared a cash flow analysis (Attachment 1) comparing the projected debt service on the existing bonds, including SBPA and remarketing fees, and the issuance of the 2018 Refunding Bonds at fixed interest rates. The projected refinancing, which incorporates an estimated termination cost of approximately $7.4 million as of February 14, 2018, results in a net present value savings of approximately $49,000, or 0.07 percent of the refunded bonds and a $6 million reduction in the amount of the outstanding sales tax revenue bonds from $70.8 million to $64,760,000. The reduction in the outstanding bonds amounts includes application of an estimated $3.8 million of debt service funds withheld by the trustee from monthly Measure A receipts as of financial close. These results will vary depending on the specific market conditions at the bond sale date. Changes in the LIBOR swap curve will result in changes in the swap termination value until the swap is officially terminated. The projected net present value savings percentage of this refunding is lower than the debt management policy threshold of 3 percent of the par value of the refunded bonds. As permitted by the debt management policy, the Commission may approve the refinancing at a lower savings level based on proper justification. Staff submits the justification that the refinancing will eliminate the risks posed by maintaining the existing swap and 2009 B&C Bonds, including liquidity and remarketing costs, as a result of tax reform, at little or no net cost, and potentially a small gain. Staff and Fieldman have commenced negotiations with BANA to achieve the lowest termination cost to the Commission. Due to the specialized nature of interest rate swaps, staff recommends that the Commission engage a firm with extensive swap experience to ensure the termination settlement is based on a fair market level based on independently verified information. In connection with the termination of the DB swap and issuance of refunding bonds in 2016, Riverside Risk, which is based in New York and serves clients across various industries across the world, provided similar services. Due to the time-sensitive nature of a swap termination and issuance of refunding bonds, staff recommended a sole source award to Riverside Risk for swap advisory services in the amount of $41,000, and an agreement was executed using the Executive Director’s single signature authority. The financing team that participated in the development of this proposed refunding plan and related documents is comprised of the following key members: 202 Agenda Item 10 • Financial Advisor: Fieldman • Underwriters: BofAML and Goldman • Bond Counsel: Orrick • Disclosure Counsel: Norton Rose • General Counsel: Best Best & Krieger LLP • Trustee: US Bank • Rating Agencies: Fitch Ratings and S&P Global Ratings • Swap Advisor: Riverside Risk Advisor Draft documents for the issuance of the 2018 Refunding Bonds were submitted to the rating agencies in order to obtain updated long-term debt ratings on the Commission’s sales tax revenue debt prior to the March 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 March 15 following Commission approval, and the sale of bonds is scheduled for the week of March 26. The swap termination cost negotiations are expected to conclude on or prior to the sale of the 2018 Refunding Bonds. Closing of this financing transaction is expected on April 12. The drafts of the documents for the proposed 2018 Refunding Bonds are attached for the Commission’s adoption or approval consist of the following: • Resolution No. 18-002 (draft) authorizing the issuance and sale of not to exceed $70.8 million 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 a ninth supplemental indenture, a purchase contract, an official statement, and a continuing disclosure agreement; and the taking of all other actions necessary in connection with this transaction (Attachment 2); • Preliminary Official Statement (draft) for the 2018 Refunding Bonds (Attachment 3); • Continuing Disclosure Agreement (draft) between the Commission and the dissemination agent for the 2018 Refunding Bonds (Attachment 4); • Ninth Supplemental Indenture (draft) between the Commission and the trustee regarding the terms and conditions of the issuance of the 2018 Refunding Bonds (Attachment 5); and • Bond Purchase Agreement (draft) between the Commission and the underwriters regarding the purchase of the 2018 Bonds (Attachment 6). Additionally, staff recommends approval of the estimated costs of issuance of $385,000 for the 2018 Refunding Bonds, as well as the execution of related agreements or amendments to agreements as the issuance of refunding bonds was not anticipated in the FY 2017/18 budget and/or there is not sufficient capacity in existing agreements for the additional fees. The costs of issuance, which exclude the underwriters’ discount of approximately $134,000, are summarized as follows: 203 Agenda Item 10 Role/Purpose Amount Bond counsel $ 115,000 Disclosure counsel 45,000 General counsel 20,000 Financial advisor 67,500 Swap advisor 41,000 Trustee 6,000 Rating agencies 67,000 Dissemination agent 2,500 Publication and printing 2,200 Other and contingency 18,800 Total $ 385,000 As part of the action to authorize the issuance of the 2018 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 2018 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 2018 Refunding Bonds are expected to read and be familiar with the information described in the draft preliminary Official Statement included with this staff report. The Commissioners may employ the services of experts to take the lead in the drafting and review of the Official Statement and to provide financial projections included in the Official Statement; however, the Commissioners have the duty to review the information and bring to the attention of those responsible for the preparation of the offering document any material misstatements or omissions in the draft and to ask questions if they are unclear about the information or their role. Some members of the financing team will be available at the Commission meeting to respond to the identification of any misstatements or omissions or to such questions. Required State Disclosures Senate Bill 450 (SB450) was signed by the Governor in October 2017. For bonds with a term greater than 13 months, SB450 requires the governing body to obtain and disclose certain information in a public meeting. The information needs to come from a good faith estimate from an underwriter, financial adviser or private lender. The required information, as defined in SB450, is disclosed below and can be found in the analysis (Attachment 1) provided by Fieldman, the Commission’s financial advisor, as a good faith estimate, assuming the 2018 Refunding Bonds are sold based on market interest rates prevailing at the time of preparation of this information, including anticipated original issuance premium. 204 Agenda Item 10 Required Information Amount Attachment 1 Page True interest cost of the bonds 2.389% 2 Finance charge of the bonds (sum of all fees and charges paid to third parties) $519,359 1 Amount of proceeds received by Commission less the finance charge and any reserves or capitalized interest $74,929,026 1 Total payment amount (sum of all debt service payments through the final maturity plus any amount of the finance charge not paid from proceeds of the bonds) $86,003,228 9 Fiscal Impact Staff recommends budget adjustments of $74,930,000 to increase the budget for debt proceeds, $78,243,000 to increase the budgets for debt service related to the payment to escrow agent for the refunded bonds and the swap termination cost, and $520,000 to increase the budgets for costs of issuance and professional services. Financial Information In Fiscal Year Budget: No Year: FY 2017/18 Amount: $74,930,000 (proceeds) $70,800,000 (debt service) $7,443,000 (swap cost) $520,000 (issuance costs) Source of Funds: Measure A sales tax revenue refunding bonds Budget Adjustment: Yes GL/Project Accounting No.: 309-31-59101 $64,760,000 (refunding bond proceeds) 309-31-59103 $10,170,000 (premium from bond proceeds 309-31-96101 $70,800,000 (payment to escrow agent for refunded bonds) 309-31-96103 $135,000 (costs of issuance related to underwriter’s discount) 309-31-65XXX $385,000 (costs of issuance related to professional services) 309-19-97201 $7,443,000 (swap termination payment) Fiscal Procedures Approved: Date: 02/16/2018 Attachments: Enclosed on CD 1) 2018 Refinancing Sources and Uses of Funds Analysis as of February 14, 2018 2) Resolution No. 18-002 (draft) 3) Official Statement (draft) 4) Continuing Disclosure Agreement (draft) 5) Ninth Supplemental Indenture (draft) 6) Bond Purchase Agreement (draft) 7) Orrick Agreement No. 05-19-510-14 (draft) 8) Norton Rose Agreement No. 09-19-072-12 (draft) 9) Fieldman Agreement No. 04-19-029-12 (draft) 205 Feb 15, 2018 9:32 am Prepared by Fieldman Rolapp & Associates (Finance 8.000 RCTC:ZZZ-REFUND99,REFUND99) Page 1 SOURCES AND USES OF FUNDS 2018 Refunding of 2009 Bonds & Swap Termination Consolidated Refunding Dated Date 04/12/2018 Delivery Date 04/12/2018 Sources: Bond Proceeds: Par Amount 64,760,000.00 Premium 10,169,026.15 74,929,026.15 Other Sources of Funds: Debt Service on Hand - Series B 2,491,666.67 Debt Service on Hand - Series C 1,341,666.67 3,833,333.34 78,762,359.49 Uses: Project Fund Deposits: Swap Termination Value 7,443,000.00 Refunding Escrow Deposits: Cash Deposit 70,800,000.00 Delivery Date Expenses: Cost of Issuance 385,000.00 Underwriter's Discount 131,830.77 516,830.77 Other Uses of Funds: Additional Proceeds 2,528.72 78,762,359.49 ATTACHMENT 1 Feb 15, 2018 9:32 am Prepared by Fieldman Rolapp & Associates (Finance 8.000 RCTC:ZZZ-REFUND99,REFUND99) Page 2 SUMMARY OF REFUNDING RESULTS 2018 Refunding of 2009 Bonds & Swap Termination Consolidated Refunding Dated Date 04/12/2018 Delivery Date 04/12/2018 Arbitrage yield 2.358405% Escrow yield 0.000000% Value of Negative Arbitrage Bond Par Amount 64,760,000.00 True Interest Cost 2.389369% Effective Interest Cost 2.358405% Net Interest Cost 2.637554% All-In TIC 2.480239% Average Coupon 5.000000% Average Life 6.561 Weighted Average Maturity 6.711 Duration 5.753 Par amount of refunded bonds 70,800,000.00 Average coupon of refunded bonds 1.256100% Average life of refunded bonds 6.152 Remaining weighted average maturity of refunded bonds 6.152 PV of prior debt to 04/12/2018 @ 2.358405% 66,472,783.69 Net PV Savings 48,805.73 Percentage savings of refunded bonds 0.068935% Percentage savings of refunding bonds 0.075364% Feb 15, 2018 9:32 am Prepared by Fieldman Rolapp & Associates (Finance 8.000 RCTC:ZZZ-REFUND99,REFUND99) Page 3 SUMMARY OF BONDS REFUNDED 2018 Refunding of 2009 Bonds & Swap Termination Consolidated Refunding Maturity Interest Par Call Call Bond Date Rate Amount Date Price Actual 2009 VRDBs Series B (Swap Flow Method), 0_2009B: SERIESB 06/01/2018 1.256% 2,990,000.00 04/12/2018 100.000 06/01/2019 1.256% 3,120,000.00 04/12/2018 100.000 06/01/2020 1.256% 3,250,000.00 04/12/2018 100.000 06/01/2021 1.256% 3,380,000.00 04/12/2018 100.000 06/01/2022 1.256% 3,575,000.00 04/12/2018 100.000 06/01/2023 1.256% 3,705,000.00 04/12/2018 100.000 06/01/2024 1.256% 3,900,000.00 04/12/2018 100.000 06/01/2025 1.256% 4,030,000.00 04/12/2018 100.000 06/01/2026 1.256% 4,225,000.00 04/12/2018 100.000 06/01/2027 1.256% 4,420,000.00 04/12/2018 100.000 06/01/2028 1.256% 4,615,000.00 04/12/2018 100.000 06/01/2029 1.256% 4,810,000.00 04/12/2018 100.000 46,020,000.00 Actual 2009 VRDBs Series C (Swap Flow Method), 0_2009C: SERIESC 06/01/2018 1.256% 1,610,000.00 04/12/2018 100.000 06/01/2019 1.256% 1,680,000.00 04/12/2018 100.000 06/01/2020 1.256% 1,750,000.00 04/12/2018 100.000 06/01/2021 1.256% 1,820,000.00 04/12/2018 100.000 06/01/2022 1.256% 1,925,000.00 04/12/2018 100.000 06/01/2023 1.256% 1,995,000.00 04/12/2018 100.000 06/01/2024 1.256% 2,100,000.00 04/12/2018 100.000 06/01/2025 1.256% 2,170,000.00 04/12/2018 100.000 06/01/2026 1.256% 2,275,000.00 04/12/2018 100.000 06/01/2027 1.256% 2,380,000.00 04/12/2018 100.000 06/01/2028 1.256% 2,485,000.00 04/12/2018 100.000 06/01/2029 1.256% 2,590,000.00 04/12/2018 100.000 24,780,000.00 70,800,000.00 Feb 15, 2018 9:32 am Prepared by Fieldman Rolapp & Associates (Finance 8.000 RCTC:ZZZ-REFUND99,REFUND99) Page 4 PRIOR BOND DEBT SERVICE 2018 Refunding of 2009 Bonds & Swap Termination Consolidated Refunding Period Bond Total Ending Principal Coupon Interest Debt Service Balance Bond Value 06/01/2018 4,600,000 1.2561% 121,046.18 4,721,046.18 66,200,000 66,200,000 06/01/2019 4,800,000 1.2561% 831,538.20 5,631,538.20 61,400,000 61,400,000 06/01/2020 5,000,000 1.2561% 771,245.40 5,771,245.40 56,400,000 56,400,000 06/01/2021 5,200,000 1.2561% 708,440.52 5,908,440.52 51,200,000 51,200,000 06/01/2022 5,500,000 1.2561% 643,123.20 6,143,123.20 45,700,000 45,700,000 06/01/2023 5,700,000 1.2561% 574,037.76 6,274,037.76 40,000,000 40,000,000 06/01/2024 6,000,000 1.2561% 502,440.00 6,502,440.00 34,000,000 34,000,000 06/01/2025 6,200,000 1.2561% 427,074.12 6,627,074.12 27,800,000 27,800,000 06/01/2026 6,500,000 1.2561% 349,195.80 6,849,195.80 21,300,000 21,300,000 06/01/2027 6,800,000 1.2561% 267,549.24 7,067,549.24 14,500,000 14,500,000 06/01/2028 7,100,000 1.2561% 182,134.56 7,282,134.56 7,400,000 7,400,000 06/01/2029 7,400,000 1.2561% 92,951.40 7,492,951.40 70,800,000 5,470,776.38 76,270,776.38 Feb 15, 2018 9:32 am Prepared by Fieldman Rolapp & Associates (Finance 8.000 RCTC:ZZZ-REFUND99,REFUND99) Page 5 SAVINGS 2018 Refunding of 2009 Bonds & Swap Termination Consolidated Refunding Present Value Prior Prior Prior Prior Refunding to 04/12/2018 Date Debt Service Adjustments Receipts Net Cash Flow Debt Service Savings @ 2.3584048% 06/01/2018 4,721,046.18 299,815.80 3,833,333.34 1,187,528.64 1,050,727.78 136,800.86 124,354.97 06/01/2019 5,631,538.20 2,059,614.44 7,691,152.64 7,722,500.00 -31,347.36 -19,091.01 06/01/2020 5,771,245.40 1,910,276.84 7,681,522.24 7,721,750.00 -40,227.76 -27,943.16 06/01/2021 5,908,440.52 1,754,716.72 7,663,157.24 7,724,750.00 -61,592.76 -47,998.75 06/01/2022 6,143,123.20 1,592,934.32 7,736,057.52 7,720,750.00 15,307.52 22,053.76 06/01/2023 6,274,037.76 1,421,818.40 7,695,856.16 7,724,500.00 -28,643.84 -18,314.38 06/01/2024 6,502,440.00 1,244,480.08 7,746,920.08 7,725,000.00 21,920.08 25,014.48 06/01/2025 6,627,074.12 1,057,808.00 7,684,882.12 7,721,750.00 -36,867.88 -26,208.39 06/01/2026 6,849,195.80 864,913.64 7,714,109.44 7,724,250.00 -10,140.56 -4,413.85 06/01/2027 7,067,549.24 662,685.56 7,730,234.80 7,721,500.00 8,734.80 10,007.15 06/01/2028 7,282,134.56 451,124.00 7,733,258.56 7,723,000.00 10,258.56 10,044.51 06/01/2029 7,492,951.40 230,228.84 7,723,180.24 7,722,750.00 430.24 1,300.40 76,270,776.38 13,550,416.64 3,833,333.34 85,987,859.68 86,003,227.78 -15,368.10 48,805.73 Savings Summary PV of savings from cash flow 48,805.73 Net PV Savings 48,805.73 Feb 15, 2018 9:32 am Prepared by Fieldman Rolapp & Associates (Finance 8.000 RCTC:ZZZ-REFUND99,REFUND99) Page 6 BOND SUMMARY STATISTICS 2018 Refunding of 2009 Bonds & Swap Termination Consolidated Refunding Dated Date 04/12/2018 Delivery Date 04/12/2018 First Coupon 06/01/2018 Last Maturity 06/01/2029 Arbitrage Yield 2.358405% True Interest Cost (TIC) 2.389369% Net Interest Cost (NIC) 2.637554% All-In TIC 2.480239% Average Coupon 5.000000% Average Life (years) 6.561 Duration of Issue (years) 5.753 Par Amount 64,760,000.00 Bond Proceeds 74,929,026.15 Total Interest 21,243,227.78 Net Interest 11,206,032.40 Total Debt Service 86,003,227.78 Maximum Annual Debt Service 7,725,000.00 Average Annual Debt Service 7,722,913.94 Underwriter's Fees (per $1000) Average Takedown 1.444429 Other Fee 0.591253 Total Underwriter's Discount 2.035682 Bid Price 115.499066 Par Average Average PV of 1 bp Bond Component Value Price Coupon Life Duration change Bond Component 64,760,000.00 115.703 5.000% 6.561 5.756 42,311.50 64,760,000.00 6.561 42,311.50 All-In Arbitrage TIC TIC Yield Par Value 64,760,000.00 64,760,000.00 64,760,000.00 + Accrued Interest + Premium (Discount) 10,169,026.15 10,169,026.15 10,169,026.15 - Underwriter's Discount -131,830.77 -131,830.77 - Cost of Issuance Expense -385,000.00 - Other Amounts Target Value 74,797,195.38 74,412,195.38 74,929,026.15 Target Date 04/12/2018 04/12/2018 04/12/2018 Yield 2.389369% 2.480239% 2.358405% Feb 15, 2018 9:32 am Prepared by Fieldman Rolapp & Associates (Finance 8.000 RCTC:ZZZ-REFUND99,REFUND99) Page 7 BOND PRICING 2018 Refunding of 2009 Bonds & Swap Termination Consolidated Refunding Maturity Premium Bond Component Date Amount Rate Yield Price (-Discount) Takedown Bond Component: 06/01/2018 610,000 5.000% 1.200% 100.513 3,129.30 1.000 06/01/2019 4,515,000 5.000% 1.350% 104.099 185,069.85 1.000 06/01/2020 4,740,000 5.000% 1.520% 107.285 345,309.00 1.000 06/01/2021 4,980,000 5.000% 1.690% 110.066 501,286.80 1.250 06/01/2022 5,225,000 5.000% 1.840% 112.527 654,535.75 1.250 06/01/2023 5,490,000 5.000% 2.010% 114.519 797,093.10 1.250 06/01/2024 5,765,000 5.000% 2.130% 116.423 946,785.95 1.500 06/01/2025 6,050,000 5.000% 2.270% 117.889 1,082,284.50 1.500 06/01/2026 6,355,000 5.000% 2.400% 119.110 1,214,440.50 1.500 06/01/2027 6,670,000 5.000% 2.510% 120.213 1,348,207.10 1.750 06/01/2028 7,005,000 5.000% 2.600% 121.261 1,489,333.05 1.750 06/01/2029 7,355,000 5.000% 2.720% 121.775 1,601,551.25 1.750 64,760,000 10,169,026.15 Dated Date 04/12/2018 Delivery Date 04/12/2018 First Coupon 06/01/2018 Par Amount 64,760,000.00 Premium 10,169,026.15 Production 74,929,026.15 115.702635% Underwriter's Discount -131,830.77 -0.203568% Purchase Price 74,797,195.38 115.499066% Accrued Interest Net Proceeds 74,797,195.38 Feb 15, 2018 9:32 am Prepared by Fieldman Rolapp & Associates (Finance 8.000 RCTC:ZZZ-REFUND99,REFUND99) Page 8 BOND DEBT SERVICE 2018 Refunding of 2009 Bonds & Swap Termination Consolidated Refunding Period Bond Total Ending Principal Coupon Interest Debt Service Balance Bond Value 06/01/2018 610,000 5.000% 440,727.78 1,050,727.78 64,150,000 64,150,000 06/01/2019 4,515,000 5.000% 3,207,500.00 7,722,500.00 59,635,000 59,635,000 06/01/2020 4,740,000 5.000% 2,981,750.00 7,721,750.00 54,895,000 54,895,000 06/01/2021 4,980,000 5.000% 2,744,750.00 7,724,750.00 49,915,000 49,915,000 06/01/2022 5,225,000 5.000% 2,495,750.00 7,720,750.00 44,690,000 44,690,000 06/01/2023 5,490,000 5.000% 2,234,500.00 7,724,500.00 39,200,000 39,200,000 06/01/2024 5,765,000 5.000% 1,960,000.00 7,725,000.00 33,435,000 33,435,000 06/01/2025 6,050,000 5.000% 1,671,750.00 7,721,750.00 27,385,000 27,385,000 06/01/2026 6,355,000 5.000% 1,369,250.00 7,724,250.00 21,030,000 21,030,000 06/01/2027 6,670,000 5.000% 1,051,500.00 7,721,500.00 14,360,000 14,360,000 06/01/2028 7,005,000 5.000% 718,000.00 7,723,000.00 7,355,000 7,355,000 06/01/2029 7,355,000 5.000% 367,750.00 7,722,750.00 64,760,000 21,243,227.78 86,003,227.78 Feb 15, 2018 9:32 am Prepared by Fieldman Rolapp & Associates (Finance 8.000 RCTC:ZZZ-REFUND99,REFUND99) Page 9 NET DEBT SERVICE 2018 Refunding of 2009 Bonds & Swap Termination Consolidated Refunding Period Total Net Ending Principal Coupon Interest Debt Service Debt Service 06/01/2018 610,000 5.000% 440,727.78 1,050,727.78 1,050,727.78 06/01/2019 4,515,000 5.000% 3,207,500.00 7,722,500.00 7,722,500.00 06/01/2020 4,740,000 5.000% 2,981,750.00 7,721,750.00 7,721,750.00 06/01/2021 4,980,000 5.000% 2,744,750.00 7,724,750.00 7,724,750.00 06/01/2022 5,225,000 5.000% 2,495,750.00 7,720,750.00 7,720,750.00 06/01/2023 5,490,000 5.000% 2,234,500.00 7,724,500.00 7,724,500.00 06/01/2024 5,765,000 5.000% 1,960,000.00 7,725,000.00 7,725,000.00 06/01/2025 6,050,000 5.000% 1,671,750.00 7,721,750.00 7,721,750.00 06/01/2026 6,355,000 5.000% 1,369,250.00 7,724,250.00 7,724,250.00 06/01/2027 6,670,000 5.000% 1,051,500.00 7,721,500.00 7,721,500.00 06/01/2028 7,005,000 5.000% 718,000.00 7,723,000.00 7,723,000.00 06/01/2029 7,355,000 5.000% 367,750.00 7,722,750.00 7,722,750.00 64,760,000 21,243,227.78 86,003,227.78 86,003,227.78 OH&S Draft – 02/15/18 4158-1684-4817.5 NO. 18-002 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED $70,800,000 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 A NINTH SUPPLEMENTAL INDENTURE, A PURCHASE CONTRACT, AN OFFICIAL STATEMENT AND A CONTINUING DISCLOSURE AGREEMENT, 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 (“Ordinance No. 10-002” and, collectively with Ordinance No. 02-001, as amended from time to ATTACHMENT 2 2 4158-1684-4817.5 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 B (Taxable Build America Bonds), 2013 Series A and 2017 Series A and its Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2016 Series A and 2017 Series B (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 $897,655,000; WHEREAS, the Commission’s Sales Tax Revenue Bonds (Limited Tax Bonds), 2009 Series B (the “2009 Series B Bonds”) are currently outstanding in the aggregate principal amount of $46,020,000 and its Sales Tax Revenue Bonds (Limited Tax Bonds), 2009 Series C (the “2009 Series C Bonds” and, together with the 2009 Series B Bonds, the “2009 Bonds”) are currently outstanding in the aggregate principal amount of $24,780,000 pursuant to the Indenture; 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; 3 4158-1684-4817.5 WHEREAS, in relation to the 2009 Bonds, the Commission has heretofore executed and delivered an interest rate swap agreement (the “BANA Swap”), in an original aggregate notional amount of $100,000,000, with Bank of America, N.A., as counterparty, of which notional amount $70,800,000 currently remains outstanding; WHEREAS, in order to allow the Commission to take advantage of current market opportunities, the Commission hereby determines to refund at fixed rates the 2009 Bonds and to finance and/or refinance amounts paid in connection with the termination of the BANA Swap relating to the 2009 Bonds by issuing refunding bonds; WHEREAS, the Commission hereby determines that one or more new series or subseries of bonds in an aggregate principal amount not to exceed seventy million eight hundred thousand dollars ($70,800,000) 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) refunding all or a portion of the outstanding 2009 Bonds, (ii) financing, or reimbursing the Commission for payment of, a termination payment in connection with the termination of the BANA Swap, 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), 2018 Series A” (the “2018 Series A Bonds”); WHEREAS, the Commission hereby further determines that the 2018 Series A Bonds shall be issued pursuant to a Ninth Supplemental Indenture, amending and supplementing the Indenture (the “Ninth Supplemental Indenture”), by and between the Commission and the Trustee; WHEREAS, there has been prepared and presented to the Commission a proposed form of Ninth Supplemental Indenture; WHEREAS, in order to set forth the terms of sale of the 2018 Series A Bonds, the Commission proposes to enter into a bond purchase agreement (the “Purchase Contract”) with either of Merrill Lynch, Pierce, Fenner & Smith Incorporated or BofAML Securities, Inc., as applicable, and Goldman, Sachs & Co. LLC (collectively, the “Underwriters”); WHEREAS, the following documents have been prepared and presented to the Commission (collectively, the “Financing Documents”): (1) a proposed form of Ninth Supplemental Indenture, by and between the Commission and the Trustee, providing for the issuance of the 2018 Series A Bonds; (2) a proposed form of Purchase Contract setting forth the terms of sale of the 2018 Series A Bonds; (3) a proposed form of official statement in preliminary form to be distributed in connection with the offering and sale of the 2018 Series A Bonds (the “Official Statement”); and (4) a proposed form of Continuing Disclosure Agreement to be executed and delivered by the Commission (the “Continuing Disclosure Agreement”) to 4 4158-1684-4817.5 assist the Underwriters in satisfying their respective obligations under Rule 15c2-12 promulgated by the Securities and Exchange Commission; 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; 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 2018 Series A 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, for the purposes, in the manner and upon the terms provided; and WHEREAS, pursuant to Section 5852.1 of the California Government Code, the Commission has received certain representations and good faith estimates from Fieldman, Rolapp & Associates, Inc., the Commission’s financial advisor, including: (a) the true interest cost of the 2018 Series A Bonds, (b) the sum of all fees and charges paid to third parties with respect to the 2018 Series A Bonds, (c) the amount of proceeds of the 2018 Series A Bonds expected to be received net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the 2018 Series A Bonds, and (d) the sum total of all debt service payments on the 2018 Series A Bonds calculated to the final maturity of the 2018 Series A Bonds plus the fees and charges paid to third parties not paid with the proceeds of the 2018 Series A Bonds, and such good faith estimates have been disclosed in a staff report by the Commission at this meeting; 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 $70,800,000 aggregate principal amount of Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2018 Series A, 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 Ninth Supplemental Indenture, in one or more series or subseries, in order to provide funds for any or all of the following purposes, (i) refunding the outstanding 2009 Bonds, (ii) financing, or reimbursing the Commission for payment of, a termination payment in connection with the termination of the BANA Swap, and (iii) paying the costs of issuance incurred in connection with such bonds, is hereby authorized and approved. 5 4158-1684-4817.5 Section 3. The proposed form of Ninth 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 2018 Series A Bonds shall be (subject to the foregoing limitations) as provided in the Indenture and the Ninth 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 Ninth Supplemental Indenture, in substantially said form, with such changes therein, as the officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 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 2018 Series A Bonds to the Underwriters pursuant to the Purchase Contract, with the Underwriters’ compensation not to exceed 0.30% of the principal amount of the 2018 Series A 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 2018 Series A Bonds and the distribution by the Underwriters of the Official Statement in preliminary form to potential purchasers of the 2018 Series A 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 Executive Director is hereby authorized to amend, novate or terminate the BANA Swap and to enter into or to instruct the Trustee to enter into one or more investment agreements (hereinafter collectively referred to as the “Investment Agreement”) providing for the investment of moneys in any of the funds and accounts created under the Indenture or the Ninth Supplemental Indenture, on such terms as the Executive Director shall deem appropriate. Pursuant to Section 5922 of the California Government Code, the Commission hereby finds and determines that the Investment Agreement will reduce the amount and duration of interest rate risk with 6 4158-1684-4817.5 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 2018 Series A Bonds or enhance the relationship between risk and return with respect to investments. Section 8. All approvals, consents, directions, notices, orders, requests and other actions permitted or required by any of the documents authorized by this Resolution, the BANA Swap or the liquidity facilities supporting the Series 2009 Bonds, whether before or after the issuance of the 2018 Series A Bonds, including, without limitation, any amendment of any of the documents authorized by this Resolution or other agreement related thereto or to any of the Commission’s bonds, the BANA Swap, the liquidity or credit facilities supporting the Series 2009 Bonds, and any of the foregoing that may be necessary or desirable in connection with any reserve facility, any investment of proceeds of the 2018 Series A 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 9. 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 2018 Series A 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 2018 Series A Bonds. The Chief Financial Officer of the Commission shall act as the Auditor-Controller of the Commission for execution of the 2018 Series A Bonds and is hereby authorized to execute and attest to the execution of such 2018 Series A 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, swap amendments, novations or terminations, redemption notices, escrow agreements, credit or liquidity documents, signature certificates, no litigation certificates, certificates concerning the contents of the Official Statement 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 Ninth Supplemental Indenture, and any agreements for rebate compliance services or services relating to termination 7 4158-1684-4817.5 of swaps, which they, or any of them, may deem necessary or advisable in order to consummate the Financing, the issuance and sale of the 2018 Series A 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 2018 Series A Bonds and the other documents approved hereby. 8 4158-1684-4817.5 Section 10. This Resolution shall take effect immediately upon its adoption and approval. APPROVED AND ADOPTED by the Riverside County Transportation Commission at its meeting on March 14, 2018. By: Chair, Board of Commissioners ATTEST: By: ______________________________ Clerk of the Board of the Commission OH&S Draft – 02/15/18 4158-1684-4817.5 CERTIFICATE OF THE CLERK OF THE BOARD OF THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION I, [_________], 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 March 14, 2018, 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, ______________________, 2018. By Clerk NRF DRAFT 03/5/18 24321400.7 PRELIMINARY OFFICIAL STATEMENT DATED MARCH 16, 2018 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 2018 Series A 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 2018 Series A 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 2018 Series A Bonds. See “TAX MATTERS.” $64,845,000 * RIVERSIDE COUNTY TRANSPORTATION COMMISSION Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) 2018 Series A Dated: Date of Delivery Due: June 1, as shown on inside cover The Sales Tax Revenue Refunding Bonds described above (the “2018 Series A 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 Ninth Supplemental Indenture, dated as of April 1, 2018, between the Commission and the Trustee (collectively, the “Indenture”). The proceeds of the 2018 Series A Bonds will be applied to (i) refund all of the Outstanding Sales Tax Revenue Bonds (Limited Tax Bonds), 2009 Series B and 2009 Series C (together, the “2009 Bonds”), (ii) finance or reimburse the Commission for a termination payment to be made in connection with the termination of an interest rate swap relating to the 2009 Bonds, and (iii) pay the costs of issuance of the 2018 Series A Bonds. See “PLAN OF REFUNDING” and “ESTIMATED SOURCES AND USES OF PROCEEDS.” Interest on the 2018 Series A Bonds will be payable on each June 1 and December 1, commencing June 1, 2018. The 2018 Series A Bonds are initially being issued as fully registered bonds without coupons in the denominations of $5,000 and any integral multiple thereof. The 2018 Series A Bonds will be registered in the name of Cede & Co., as holder of the 2018 Series A Bonds and nominee for The Depository Trust Company (“DTC”). Purchasers will not receive physical certificates representing their interest in the 2018 Series A Bonds purchased. The principal or redemption price of and interest on the 2018 Series A 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 2018 Series A Bonds. The 2018 Series A Bonds are not subject to redemption prior to their maturity. The 2018 Series A Bonds are limited obligations of the Commission payable from and secured solely by a pledge of the Revenues (which is defined herein and which primarily consists of the receipts from the imposition in the County of Riverside, California of a ½-cent sales tax that became effective on July 1, 2009 (the “Sales Tax”), less certain administrative fees paid to the California Department of Tax and Fee Administration), as described herein. The Sales Tax was approved by more than a two-thirds vote of the electorate of the County of Riverside on November 5, 2002 and is scheduled to expire on June 30, 2039. The 2018 Series A Bonds will be secured by a pledge of the Revenues on a parity with the 2010 Series B Bonds, the 2013 Series A Bonds, the 2016 Bonds, the 2017 Series A Bonds, the 2017 Series B 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 2018 SERIES A 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, *Preliminary, subject to change.This Preliminary Official Statement and the information contained herein are subject to completion or amendment without notice. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation, or sale would be unlawful.ATTACHMENT 3 24321400.7 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 2018 SERIES A 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 2018 Series A Bonds. The 2018 Series A 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 Nixon Peabody LLP, as their counsel. It is anticipated that the 2018 Series A Bonds will be available for delivery through the book- entry facilities of DTC on or about April __, 2018. BofA Merrill Lynch Goldman Sachs & Co. LLC Dated: April __, 2018 24321400.7 MATURITY SCHEDULE $64,845,000* RIVERSIDE COUNTY TRANSPORTATION COMMISSION Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) 2018 Series A Maturity Date (June 1) Principal Amount Interest Rate Yield Price CUSIP† (769125) ________________________________ * Preliminary, subject to change. † CUSIP is a registered trademark of the American Bankers Association. The CUSIP data herein are provided by CUSIP Global Services, managed on behalf of the American Bankers Association by 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 2018 Series A Bonds. The Commission and the Municipal Advisor are not responsible for the selection or accuracy of the CUSIP numbers set forth herein. 24321400.7 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 2018 Series A 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 2018 Series A Bonds. Neither the delivery of this Official Statement nor the sale of any of the 2018 Series A 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 2018 Series A Bonds, the Underwriters in connection with any reoffering may over-allot or effect transactions which stabilize or maintain the market price of the 2018 Series A 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 2018 Series A 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 2018 Series A 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. 24321400.7 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. 24321400.7 RIVERSIDE COUNTY TRANSPORTATION COMMISSION BOARD MEMBERS Dana Reed (City of Indian Wells), Chair Chuck Washington (County of Riverside), Vice Chair Ben Benoit (City of Wildomar), 2nd Vice Chair Kevin Jeffries (County of Riverside) Brian Berkson (City of Jurupa Valley) John F. Tavaglione (County of Riverside) Kathleen Fitzpatrick (City of La Quinta) V. Manuel Perez (County of Riverside) Bob Magee (City of Lake Elsinore) Marion Ashley (County of Riverside) Neil Winter (City of Menifee) Deborah Franklin (City of Banning) Victoria Baca (City of Moreno Valley) Lloyd White (City of Beaumont) Rick Gibbs (City of Murrieta) Joseph DeConinck (City of Blythe) Berwin Hanna (City of Norco) Jim Hyatt (City of Calimesa) Jan Harnik (City of Palm Desert) Randall Bonner (City of Canyon Lake) Lisa Middleton (City of Palm Springs) Greg Pettis (City of Cathedral City) Michael M. Vargas (City of Perris) Steven Hernandez (City of Coachella) Ted Weill (City of Rancho Mirage) Karen Spiegel (City of Corona) Rusty Bailey (City of Riverside) Scott Matas (City of Desert Hot Springs) Andrew Kotyuk (City of San Jacinto) Adam Rush (City of Eastvale) Michael S. Naggar (City of Temecula) Linda Krupa (City of Hemet) John Bulinski (Caltrans District 8) Michael Wilson (City of Indio) MANAGEMENT Executive Director Anne Mayer Deputy Executive Director John Standiford Chief Financial Officer Theresia Trevino SPECIAL SERVICES Municipal Advisor Fieldman, Rolapp & Associates, Inc. Irvine, California Swap Advisor Riverside Risk Advisors, LLC New York, New York Bond Counsel Orrick, Herrington & Sutcliffe LLP San Francisco, California Disclosure Counsel Norton Rose Fulbright US LLP Los Angeles, California Trustee U.S. Bank National Association Los Angeles, California TABLE OF CONTENTS Page 24321400.7 i INTRODUCTION ......................................................................................................................... 1 General ............................................................................................................................... 1 The Commission ................................................................................................................ 1 Authority for Issuance........................................................................................................ 2 Purpose and Application of Proceeds ................................................................................ 2 The 2018 Series A Bonds .................................................................................................. 2 Security for the 2018 Series A Bonds ................................................................................ 2 No Reserve Fund................................................................................................................ 3 Continuing Disclosure ....................................................................................................... 3 References .......................................................................................................................... 4 THE 2018 SERIES A BONDS ...................................................................................................... 4 General ............................................................................................................................... 4 Redemption of 2018 Series A Bonds ................................................................................. 4 Selection of 2018 Series A Bonds for Redemption ........................................................... 5 Notice of Redemption ........................................................................................................ 5 Purchase in Lieu of Redemption ........................................................................................ 5 PLAN OF REFUNDING ............................................................................................................... 6 ESTIMATED SOURCES AND USES OF PROCEEDS .............................................................. 6 DEBT SERVICE SCHEDULE...................................................................................................... 7 SECURITY AND SOURCES OF PAYMENT FOR THE 2018 SERIES A BONDS.................. 8 Limited Obligation ............................................................................................................. 8 Pledge of Revenues ............................................................................................................ 8 Revenue Fund; Allocation of Revenues ............................................................................ 9 No Reserve Fund.............................................................................................................. 12 Additional Bonds and Parity Obligations ........................................................................ 12 OTHER SALES TAX OBLIGATIONS ...................................................................................... 14 Existing Bonds ................................................................................................................. 14 Subordinate Obligations................................................................................................... 15 Limitation on Outstanding Sales Tax Obligations ........................................................... 16 THE SALES TAX ....................................................................................................................... 16 General ............................................................................................................................. 16 Collection of Sales Tax Revenues ................................................................................... 17 Historical Sales Tax Revenues......................................................................................... 18 RIVERSIDE COUNTY TRANSPORTATION COMMISSION ................................................ 19 General ............................................................................................................................. 19 The Transportation Expenditure Plan .............................................................................. 19 Commissioners ................................................................................................................. 20 Executive Staff ................................................................................................................. 21 TABLE OF CONTENTS (continued) Page 24321400.7 ii Cash and Investments ...................................................................................................... 21 Debt Management Policy ................................................................................................. 22 I-15 Express Lanes Project .............................................................................................. 22 Riverside SR-91 Corridor Improvement Project ............................................................. 24 RISK FACTORS ......................................................................................................................... 25 Economic Conditions ....................................................................................................... 25 Investments ...................................................................................................................... 25 The Sales Tax ................................................................................................................... 25 Increased Internet Use May Reduce Sales Tax Revenues ............................................... 26 Proposition 218 ................................................................................................................ 26 Further Initiatives ............................................................................................................. 26 Loss of Tax Exemption .................................................................................................... 26 Reduction in Subsidy Payments....................................................................................... 27 Financial and Operating Risks of the Riverside SR-91 Corridor Improvement Project and the I-15 Express Lanes Project ......................................................... 27 Impact of Bankruptcy of the Commission ....................................................................... 28 FINANCIAL STATEMENTS ..................................................................................................... 29 LITIGATION ............................................................................................................................... 29 TAX MATTERS .......................................................................................................................... 30 CERTAIN LEGAL MATTERS .................................................................................................. 32 RATINGS .................................................................................................................................... 32 UNDERWRITING ...................................................................................................................... 33 MUNICIPAL ADVISOR............................................................................................................. 33 CONTINUING DISCLOSURE ................................................................................................... 34 MISCELLANEOUS .................................................................................................................... 34 TABLE OF CONTENTS (continued) Page 24321400.7 iii APPENDIX A – COMMISSION AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR ENDED JUNE 30, 2017.................................................... A-1 APPENDIX B – COUNTY OF RIVERSIDE DEMOGRAPHIC AND ECONOMIC INFORMATION.......................................................................................... B-1 APPENDIX C – SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE ......... C-1 APPENDIX D – FORM OF CONTINUING DISCLOSURE AGREEMENT ....................... D-1 APPENDIX E – BOOK-ENTRY SYSTEM ........................................................................... E-1 APPENDIX F – FORM OF BOND COUNSEL OPINION ................................................... F-1 24321400.7 1 OFFICIAL STATEMENT $64,845,000 * RIVERSIDE COUNTY TRANSPORTATION COMMISSION Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) 2018 Series A INTRODUCTION General This Official Statement, which includes the cover page and the appendices hereto, sets forth certain information in connection with the offering by the Riverside County Transportation Commission (the “Commission”) of $64,845,000* principal amount of Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2018 Series A (the “2018 Series A Bonds”). 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 ½-cent sales tax within the County to fund transportation improvements. See “RIVERSIDE COUNTY TRANSPORTATION COMMISSION.” The County was organized in 1893 from territory in San Bernardino and San Diego Counties and encompasses 7,177 square miles. The County is bordered on the north by San Bernardino County, on the east by the State of Arizona, on the south by San Diego and Imperial Counties and on the west by Orange and San Bernardino Counties. The County is the fourth largest county (by area) in the State of California (the “State”) and stretches 185 miles from the Arizona border to within 20 miles of the Pacific Ocean. There are 28 incorporated cities in the County. According to the State Department of Finance, Demographic Research Unit, the County’s population was estimated at 2,384,783 as of January 1, 2017. See “APPENDIX B – COUNTY OF RIVERSIDE DEMOGRAPHIC AND ECONOMIC INFORMATION.” * Preliminary, subject to change. 24321400.7 2 Authority for Issuance The 2018 Series A 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 Ninth Supplemental Indenture, dated as of April 1, 2018 (the “Ninth 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 2018 Series A Bonds will be applied to (i) refund all of the Outstanding Sales Tax Revenue Bonds (Limited Tax Bonds), 2009 Series B and 2009 Series C (together, the “2009 Bonds”), (ii) finance or reimburse the Commission for a termination payment to be made in connection with the termination of an interest rate swap relating to the 2009 Bonds, and (iii) pay the costs of issuance of the 2018 Series A Bonds. See “PLAN OF REFUNDING” and “ESTIMATED SOURCES AND USES OF PROCEEDS.” The 2018 Series A Bonds Interest on the 2018 Series A Bonds will be payable on each June 1 and December 1, commencing June 1, 2018. The 2018 Series A Bonds will be issued as fully registered bonds without coupons in the denominations of $5,000 and any integral multiple thereof. The 2018 Series A Bonds will be registered in the name of Cede & Co., as holder of the 2018 Series A Bonds and nominee for The Depository Trust Company (“DTC”). Purchasers will not receive physical certificates representing their interest in the 2018 Series A Bonds purchased. The 2018 Series A Bonds are not subject to redemption prior to their maturity. Security for the 2018 Series A Bonds The 2018 Series A Bonds will be limited obligations of the Commission payable from and secured by certain revenues (the “Revenues”) pledged under the Indenture, including a pledge of revenues (the “Sales Tax Revenues”) derived from a ½-cent sales tax that became effective on July 1, 2009 (the “Sales Tax”), imposed in the County in accordance with the Law 24321400.7 3 and the California Transactions and Use Tax Law (Revenue and Taxation Code Section 7251 et seq.), net of an administrative fee paid to the California 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 2018 Series A Bonds will be secured by a pledge of the Revenues on a parity with the Sales Tax Revenue Bonds (Limited Tax Bonds), 2010 Series B (Taxable Build America Bonds) (the “2010 Series B Bonds”), the Sales Tax Revenue Bonds (Limited Tax Bonds), 2013 Series A (the “2013 Series A Bonds”), the Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2016 Series A (the “2016 Series A Bonds”), the Sales Tax Revenue Bonds (Limited Tax Bonds), 2017 Series A (the “2017 Series A Bonds”), and the Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2017 Series B (the “2017 Series B Bonds”) of the Commission, and any Additional Bonds and Parity Obligations issued or incurred under the Indenture (the 2010 Series B Bonds, the 2013 Series A Bonds, the 2016 Series A Bonds, the 2017 Series A Bonds, the 2017 Series B Bonds, the 2018 Series A Bonds and any Additional Bonds are collectively referred to herein as the “Bonds”). The Bonds (including the 2009 Bonds) are currently Outstanding in the aggregate principal amount of $897,655,000. After the refunding and defeasance of the 2009 Bonds and the issuance of the 2018 Series A Bonds, $891,700,000 * aggregate principal amount of the Bonds will be Outstanding. See “SECURITY AND SOURCES OF PAYMENT FOR THE 2018 SERIES A 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 2018 SERIES A BONDS. No Reserve Fund The Commission is not funding a reserve fund for the 2018 Series A Bonds. No other Outstanding Bonds are secured by a reserve fund. Continuing Disclosure The Commission will covenant for the benefit of the beneficial owners of the 2018 Series A 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 * Preliminary, subject to change. 24321400.7 4 (the “Continuing Disclosure Agreement”). These covenants are being made in order to assist the Underwriters of the 2018 Series A 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 2018 SERIES A BONDS General The 2018 Series A 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 2018 Series A 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 2018 Series A 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 2018 Series A Bond’s Issue Date, (ii) the most recent Interest Payment Date to which interest has been paid thereon or duly provided for, or (iii) if the date of authentication of such 2018 Series A 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 2018 Series A Bonds, the fifteenth (15th) day (whether or not a Business Day) of the month preceding the month in which such Interest Payment Date occurs. The 2018 Series A 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 2018 Series A 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 2018 Series A Bonds. The information under this caption, “THE 2018 SERIES A BONDS,” is subject in its entirety to the provisions described in “APPENDIX E – BOOK-ENTRY SYSTEM” while the 2018 Series A Bonds are in DTC’s book-entry system. 24321400.7 5 PLAN OF REFUNDING The proceeds of the 2018 Series A Bonds will be applied to (i) refund all of the Outstanding 2009 Bonds, (ii) finance or reimburse the Commission for a termination payment to be made in connection with the termination of an interest rate swap relating to the 2009 Bonds, as described below, and (iii) pay the costs of issuance of the 2018 Series A Bonds. The 2009 Bonds will be refunded by depositing a portion of the proceeds of the 2018 Series A Bonds, together with other available amounts, with the Trustee to redeem the 2009 Bonds on or about April __, 2018 at a redemption price equal to the principal amount thereof, without premium, plus accrued interest to the redemption date. To hedge its variable rate exposure on the 2009 Bonds, the Commission entered into an ISDA Master Agreement, dated as of August 22, 2006, with Bank of America, N.A. (“BofA”), as supplemented by the Schedule, dated as of August 22, 2006 and the confirmation of a transaction, dated August 22, 2006, with an initial notional amount of $100,000,000 (collectively, the “BofA Swap Agreement”). The BofA Swap Agreement has an effective date of October 1, 2009 and expires on June 1, 2029. In connection with the refunding of the Outstanding 2009 Bonds, the Commission will terminate the entire outstanding notional amount of the BofA Swap Agreement, and in connection with such termination the Commission will make a termination payment to BofA in the amount of $_______. See “ESTIMATED SOURCES AND USES OF PROCEEDS.” ESTIMATED SOURCES AND USES OF PROCEEDS The proceeds from the sale of the 2018 Series A Bonds, and other available amounts, are expected to be applied as follows: Sources of Funds: Principal Amount $ [Net] Premium Amounts available from the 2009 Bonds Total Sources: $ Uses of Funds: Deposit to Redemption Fund for the 2009 Series B Bonds $ Deposit to Redemption Fund for the 2009 Series C Bonds Swap Termination Payment Costs of Issuance(1) Total Uses: $ ________________ (1) Includes the Underwriters’ discount, Rating Agency fees, initial fees and expenses of the Trustee and Swap Advisor, printing costs, fees and expenses of Bond Counsel, Disclosure Counsel and the Municipal Advisor and other miscellaneous costs of issuance for the 2018 Series A Bonds. 24321400.7 6 DEBT SERVICE SCHEDULE Fiscal Year Ending June 30 2018 Series A Bonds 2009 Bonds(1) 2010 Series B Bonds 2010 Series B Subsidy Payments(2) 2013 Series A Bonds 2016 Series A Bonds 2017 Series A Bonds(3) 2017 Series B Bonds Principal Interest Total(3) Annual Net Debt Service(3) 2018 $ 5,902,134 $ 3,824,513 $ (1,491,056) $25,203,875 $ 6,079,175 $ 7,575,506 $ 8,230,699 2019 7,235,014 7,649,026 (2,982,113) 15,429,750 7,453,100 12,015,513 19,366,350 2020 7,264,591 7,649,026 (2,982,113) 15,425,250 7,451,100 12,012,013 19,366,350 2021 7,274,432 7,649,026 (2,982,113) 15,425,750 7,451,850 12,016,313 19,366,350 2022 7,383,094 7,649,026 (2,982,113) 15,429,500 7,454,600 12,014,563 19,366,350 2023 7,380,728 7,649,026 (2,982,113) 15,429,750 7,453,600 12,016,563 19,366,350 2024 7,475,027 7,649,026 (2,982,113) - 7,453,350 12,012,563 34,411,350 2025 7,450,235 7,649,026 (2,982,113) - 7,453,100 12,015,563 34,414,100 2026 7,522,107 7,649,026 (2,982,113) - 7,454,500 12,014,563 34,414,100 2027 7,582,942 7,649,026 (2,982,113) - 7,454,900 12,014,063 34,409,600 2028 7,634,201 7,649,026 (2,982,113) - 7,454,400 12,013,313 34,413,850 2029 7,671,500 7,649,026 (2,982,113) - 7,451,100 12,016,563 34,414,350 2030 - 7,649,026 (2,982,113) - - 12,012,813 46,519,100 2031 - 7,649,026 (2,982,113) - - 12,016,563 46,515,600 2032 - 8,179,026 (2,982,113) - - 12,011,563 45,986,600 2033 - 21,622,949 (2,969,486) - - 12,015,313 32,534,350 2034 - 21,289,288 (2,635,704) - - 12,012,063 32,532,100 2035 - 20,938,424 (2,287,152) - - 12,012,563 32,521,600 2036 - 20,578,655 (1,923,233) - - 12,015,000 32,525,350 2037 - 20,197,598 (1,543,113) - - 12,015,750 32,534,750 2038 - 19,733,552 (1,081,598) - - 12,011,750 32,534,500 2039 - 19,203,899 (550,754) - - 12,012,000 32,529,000 Total(4) $87,776,005 $255,005,239 $(56,231,674) $102,343,875 $88,064,775 $259,872,469 $678,272,749 ________________ (1) Represents debt service before the refunding in full of the 2009 Bonds, 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. (2) Under the Indenture, Subsidy Payments expected to be received from the United States Treasury Department are treated as an offset to Debt Service. See “RISK FACTORS— Reduction in Subsidy Payments.” (3) Totals presented may not add due to rounding. 24321400.7 7 SECURITY AND SOURCES OF PAYMENT FOR THE 2018 SERIES A BONDS Limited Obligation THE 2018 SERIES A 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 2018 SERIES A BONDS EXCEPT FROM REVENUES AND THOSE CERTAIN OTHER FUNDS PLEDGED UNDER THE INDENTURE. THE 2018 SERIES A 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 2018 SERIES A BONDS, THEIR INTEREST, OR ANY PREMIUM DUE UPON REDEMPTION OF THE 2018 SERIES A BONDS. THE 2018 SERIES A 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 2018 Series A 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. 24321400.7 8 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 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 Interest Fund and credited to the above-required deposits, and payments on such Interest Rate Swap 24321400.7 9 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 period bear to the aggregate of all of the Mandatory 24321400.7 10 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 2018 SERIES A 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. 24321400.7 11 Any R evenues 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 2018 Series A Bonds. No other Outstanding Bonds are secured by a reserve fund. Additional Bonds and Parity Obligations The Commission currently has $897,655,000 in aggregate principal amount of its Bonds Outstanding, payable from Sales Tax Revenues on a parity with the 2018 Series A 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 2018 Series A 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. 24321400.7 12 (2) The aggregate principal amount of Bonds issued pursuant to the Indenture may not exceed any limitation imposed by the Sales Tax Act. (3) If so required in the Supplemental Indenture providing for the issuance of such Series, either (i) a Bond Reserve Fund shall be established to provide additional security for such Series of Bonds or (ii) the balance in an existing Bond Reserve Fund, forthwith upon the receipt of the proceeds of the sale of Bonds of such Series shall be increased, if necessary, to an amount at least equal to the Bond Reserve Requirement with respect to all Bonds to be considered Outstanding upon the issuance of Bonds of such Series. Said deposit may be made from the proceeds of the sale of Bonds of such Series or from other funds of the Commission or from both such sources or may be made in the form of a Reserve Facility. (4) The Commission shall place on file with the Trustee a Certificate of the Commission certifying that the amount of Sales Tax Revenues collected during the Fiscal Year for which audited financial statements are available preceding the date on which such additional Series of Bonds will become Outstanding shall have been at least equal to 1.5 times Maximum Annual Debt Service on all Series of Bonds and Parity Obligations then Outstanding and the additional Series of Bonds then proposed to be issued, which Certificate shall also set forth the computations upon which such Certificate is based. For purposes of determining Debt Service, interest on the 2010 Series B Bonds will be calculated net of the Subsidy Payments. See “APPENDIX C – SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE – Definitions.” Nothing in the Indenture shall prevent or be construed to prevent the Supplemental Indenture providing for the issuance of an additional Series of Bonds from pledging or otherwise providing, in addition to the security given or intended to be given by the Indenture, additional security for the benefit of such additional Series of Bonds or any portion thereof. Issuance of Refunding Bonds. Refunding Bonds may be authorized and issued by the Commission without compliance with the provisions of the Indenture described above under (4) “Issuance of Additional Series of Bonds” and other terms of the Indenture; provided, (i) that Maximum Annual Debt Service on all Bonds and Parity Obligations Outstanding following the issuance of such Refunding Bonds is less than or equal to Maximum Annual Debt Service on all Bonds and Parity Obligations Outstanding prior to the issuance of such Refunding Bonds, or (ii) that the Commission expects a reduction in Debt Service on all Bonds Outstanding and all Parity Obligations outstanding to result from the refunding to be effected with the proceeds of such Refunding Bonds. Issuance of Parity Obligations. The Commission may also issue Parity Obligations which will have, when issued, an equal lien and charge upon the Sales Tax Revenues, provided that the conditions to the issuance of such Parity Obligations set forth in the Indenture are satisfied, including satisfaction of the coverage test described in subsection (4) above under the caption “Issuance of Additional Series of Bonds” (unless such Parity Obligations are being issued for refunding purposes, in which case the coverage test shall not apply). The Commission will satisfy the requirements for the issuance of Parity Obligations under the Indenture with respect to the 2018 Series A Bonds at the time of their issuance. 24321400.7 13 As defined in the Indenture, “Parity Obligations” means any indebtedness, installment sale obligation, lease obligation or other obligation of the Commission for borrowed money, and any Interest Rate Swap Agreement (excluding fees and expenses and termination payments on Interest Rate Swap Agreements) entered into in connection with a Series of Bonds, in each case incurred in accordance with the provisions of the Indenture and having an equal lien and charge upon the Sales Tax Revenues and therefore being payable on a parity with the Bonds (whether or not any Bonds are Outstanding). OTHER SALES TAX OBLIGATIONS Existing Bonds On December 28, 2017, the Commission issued $392,730,000 in original aggregate principal amount of its Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) 2017 Series B, which are currently outstanding in the aggregate principal amount of $392,730,000. The 2017 Series B Bonds mature, subject to optional redemption prior thereto, on June 1, 2039. A portion of the proceeds of the 2017 Series B Bonds refunded a portion of the 2013 Series A 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, which are currently outstanding in the aggregate principal amount of $158,760,000. The 2017 Series A Bonds mature, subject to optional 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. A portion of the 2013 Series A Bonds were refunded with a portion of the proceeds of the 2017 Series B Bonds. The 2013 Series A Bonds are currently outstanding in the aggregate principal amount of $89,755,000. The 2013 Series A Bonds mature, subject to optional and mandatory sinking fund redemption prior thereto, on June 1, 2023. 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). All of the 2010 Series A Bonds were refunded with a portion of the proceeds of the 2017 Series B Bonds. The 2010 Series B Bonds consist of 6.807% Term Bonds maturing on June 1, 2039, subject in each case to mandatory redemption from Mandatory Sinking Account Payments. The 2010 Series B Bonds are currently outstanding in the aggregate principal amount of $112,370,000. 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 24321400.7 14 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 unless Congressional action changes the reduction percentage. See “RISK FACTORS – Reduction in Subsidy Payments.” The Commission is obligated to make all payments of Debt Service on the 2010 Series B Bonds from Revenues regardless of whether it receives the full amount of the Subsidy Payments. The Commission does not believe that the reduction in Subsidy Payments due to the Sequester will have a material adverse effect on the Commission’s ability to pay Debt Service on the 2010 Series B Bonds or any other Bonds. On October 1, 2009, the Commission issued $185,000,000 in original aggregate principal amount of its Sales Tax Revenue Bonds (Limited Tax Bonds) 2009 Series A, 2009 Series B and 2009 Series C. 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 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. All the Outstanding 2009 Bonds are expected to be refunded in full with the proceeds of the 2018 Series A Bonds, and other available amounts. In addition, in connection with the refunding of the Outstanding 2009 Bonds, the Commission will terminate the entire outstanding notional amount of the BofA Swap Agreement. See “PLAN OF REFUNDING.” 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 2018 Series A 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 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 2018 24321400.7 15 Series A 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 2018 SERIES A 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 2018 SERIES A 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. 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. The State sales tax is currently 7.25% (the “State Sales Tax”). 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. 24321400.7 16 The Sales Tax generally is imposed upon the same transactions and items subject to the State Sales Tax levied statewide by the State, 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 2018 SERIES A BONDS” herein. The remaining unapplied Sales Tax Revenues, if any, are applied to pay fees, expenses and similar charges relating to any Liquidity Facility or Credit Enhancement, or otherwise owing in connection with the Bonds or Parity Obligations, 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. 24321400.7 17 Historical Sales Tax Revenues The following table sets forth net Sales Tax Revenues for the Fiscal Years indicated. RIVERSIDE COUNTY TRANSPORTATION COMMISSION HISTORICAL SALES TAX REVENUES Fiscal Year Ended June 30 Net Sales Tax Revenues(1) Percent Change From Prior Fiscal Year 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) received by the Commission through December of the Fiscal Year ending June 30, 2018 were $86,027,980, compared to $82,264,314 for the same period during the Fiscal Year ended 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 2018 Series A Bonds) based on Sales Tax Revenues for the Fiscal Year ended June 30, 2017. Sales Tax Revenues Fiscal Year Ended June 30, 2017 Maximum Annual Debt Service on all Bonds(1) Coverage Ratio $175,320,207 $__________ ____x ________________ (1) 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 on June 1, 20__. See “DEBT SERVICE SCHEDULE” and “RISK FACTORS – Reduction in Subsidy Payments” herein. The 2009 Bonds will be refunded in full with a portion of the proceeds of the 2018 Series A Bonds and other available amounts, see “PLAN OF REFUNDING.” Source: The Commission and Fieldman, Rolapp & Associates, Inc. 24321400.7 18 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 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: 24321400.7 19 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 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. 24321400.7 20 Executive Staff The Commission’s key staff members, the position held by each and a brief statement of the background of each staff member are set forth below. Anne Mayer, Executive Director. Anne Mayer was appointed in October 2007 as the Executive Director of the Commission. She is responsible for overall management of the Commission including execution of operational policies and procedures and all personnel decisions. Ms. Mayer joined the Commission in May 2005 as Deputy Executive Director. Prior to joining the Commission, she was the District 8 Director for the California Department of Transportation (“Caltrans”). As District Director, she was responsible for management of the State highway system in San Bernardino and Riverside counties. Ms. Mayer is a Professional Engineer in the State of California with over 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 January 31, 2018 (based on unaudited financial information), the Commission had approximately $781.9 million, at book value, in cash and investments. Such cash and investments were comprised of non-discretionary trust accounts (including commercial paper proceeds and debt service principal and interest funds) of approximately $176.0 million and discretionary (operating) accounts of approximately $605.9 million. The non-discretionary trust accounts are primarily invested in specific debt securities and money market mutual funds. Approximately $127.6 million of non-discretionary trust accounts represents the 2013 Toll 24321400.7 21 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 2018 Series A Bonds. The discretionary accounts were invested, as of January 31, 2018, as follows: Cash and Investments Percentage of Total Book Value as of January 31, 2018 Riverside County Pooled Investment Fund 88.1% Local Agency Investment Fund 0.6 Operations Pooled Investments (in debt securities) 8.4 Bank deposits 2.9 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 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. 24321400.7 22 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 (ending June 30) Contribution Amount 2019 $3,000,000 2020 3,000,000 2021 3,000,000 2022 3,000,000 2023 3,000,000 2024 3,000,000 The proceeds of the Commission Initial Loan shall be deposited into the I-15 Trust Fund and transferred to the Toll Trustee, as provided in the I-15 Toll Indenture, and will only be requested by the Toll Trustee to the extent Toll Revenues are not sufficient by the last business day of each calendar month preceding June 1 to make the deposits required under the I-15 Toll 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. 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 24321400.7 23 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, up to a cumulative maximum of $38,500,000 for all fiscal years. 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 2018 Series A Bonds from Sales Tax Revenues is not conditioned upon the construction or operation of the I-15 Express Lanes Project or the payment of the TIFIA Loan or any obligations issued under the I-15 Toll Indenture. Riverside SR-91 Corridor Improvement Project State Route 91 (“SR-91”) is an east-west limited access highway running from Interstate 110 in Los Angeles County at its western end, through Orange County and to the interchange of Interstate 215 and State Route 60 (“SR-60”) in Riverside County on its eastern end. The previous SR-91 cross section generally consisted of four general purpose lanes, varying in width from 11 feet to 12 feet, as well as auxiliary lanes in each direction. In Orange County, two tolled express lanes (“OCTA 91 Express Lanes”) are operated in each direction by the Orange County Transportation Authority. The OCTA 91 Express Lanes were constructed in the median area of SR-91, beginning west of the SR-91/State Route 55 interchange and terminating near the Orange County/Riverside County line. These express lanes previously transitioned into one high occupancy vehicle (“HOV”) lane in each direction in Riverside County. The Riverside SR-91 Corridor Improvement Project (the “Riverside SR-91 Corridor Improvement Project”) connects with the OCTA 91 Express Lanes at the Orange County/Riverside County line using a two-mile long mixing area (allowing vehicles to use either or both sections of the tolled lanes) and continues approximately eight miles to the Interstate 15 (“I-15”)/SR-91 interchange in Riverside County, California. The Riverside SR-91 Corridor Improvement Project involved widening pavement on the outside of the existing highway to reposition general purpose lanes and repurposing the existing HOV lane to accommodate two tolled express lanes in the median in each direction. The Riverside SR-91 Corridor Improvement Project also involved constructing one new general purpose lane in each direction from State Route 71 to I-15, ultimately providing two tolled express lanes and five general purpose lanes in each direction. The Riverside SR-91 Corridor Improvement Project also included the restriping of lanes and construction of a two-lane (one lane in each direction) direct tolled connector approximately 2.8 miles in distance providing the SR-91 tolled express lanes with access/egress to I-15 South. This tolled direct connector commences near Grand Avenue on SR-91 and ends on I-15 South near Ontario Avenue in the City of Corona. All of the Commission-sponsored tolled express lanes on SR-91 are referred to herein as the “RCTC 91 Express Lanes.” Other Riverside SR-91 Corridor Improvement Project improvements included reconstruction with geometric improvements of five local interchanges; construction of new and widened bridges, retaining walls, sound walls, and aesthetics improvements; addition of a collector-distributor system with braided ramps in the vicinity of the SR-91/I-15 interchange; addition of auxiliary lanes and other operational improvements; restriping of lanes in the 24321400.7 24 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 is anticipated to continue through 2019 and the 3-year plant establishment period will continue through March 2021. Payment of the Bonds, including the 2018 Series A Bonds from Sales Tax Revenues is not conditioned upon the construction or operation of the SR-91 Corridor Improvement Project or the payment of the TIFIA loan for the SR-91 Corridor Improvement Project or any obligations issued under the SR-91 Corridor Improvement Project toll indenture. RISK FACTORS Economic Conditions The amount of Sales Tax Revenues collected at any time is directly dependent upon the level of retail sales within the County. During the latter part of 2007 through 2010 the economy of the County was in a recession, as evidenced by a high unemployment rate, a decrease in total personal income and taxable sales, a drop in residential and commercial building permits, a decline in the rate of home sales and the median price of single-family homes and condominiums, an increase in notices of default on mortgage loans secured by homes and condominiums and an increase in foreclosures resulting from such defaults. No assurance can be provided that a future recession or economic decline will not adversely impact the level of retail sales within the County and therefore the amount of Sales Tax Revenues available to the Commission. For information relating to economic conditions within the County and the State, see “APPENDIX B – COUNTY OF RIVERSIDE DEMOGRAPHIC AND ECONOMIC INFORMATION.” Investments The Commission has significant holdings in the Riverside County Investment Pool, which contains a broad range of investments. Market fluctuations have affected and will continue to affect the value of those investments and those fluctuations may be and historically have been material. Recent market disruptions have exacerbated the market fluctuations, but as a result of stable investments in government securities, the Commission’s portfolio has not suffered any major losses with respect to the principal amount of funds invested. See “RIVERSIDE COUNTY TRANSPORTATION COMMISSION – Cash and Investments.” 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 24321400.7 25 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 2018 Series A 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 2018 Series A Bonds could become includable in federal gross income, possibly from the date of issuance of the 2018 Series A Bonds, as a result of acts or omissions of the Commission subsequent to the issuance of the 24321400.7 26 2018 Series A Bonds. Should interest become includable in federal gross income, the 2018 Series A 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. 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 I-15 Express Lanes Project. 24321400.7 27 Moreover, the Commission will also face continued liability as the owner of the RCTC 91 Express Lanes and the I-15 Express Lanes Project. The Commission has limited experience with the ownership and operation of enterprises like the RCTC 91 Express Lanes and the I-15 Express Lanes Project. While the Commission’s financial obligations with respect to the Riverside SR-91 Corridor Improvement Project and the I-15 Express Lanes Project after substantial completion are limited to the respective toll revenues and, for the TIFIA Loan, the I-15 Trust Fund, any financial distress affecting the RCTC 91 Express Lanes or the I-15 Express Lanes Project may also affect the Commission. Neither project is owned by a stand-alone municipal entity that may file for Chapter 9 bankruptcy separately from the Commission. If either project was to experience financial difficulty severe enough to justify protection under the Bankruptcy Code, the Commission would be the entity filing for Chapter 9 bankruptcy. See “Impact of Bankruptcy of the Commission” below. Impact of Bankruptcy of the Commission The Commission may be authorized to file for Chapter 9 municipal bankruptcy under certain circumstances. Should the Commission file for bankruptcy, there could be adverse effects on the holders of the 2018 Series A Bonds. If the Sales Tax Revenues are “special revenues” under the Bankruptcy Code, then Sales Tax Revenues collected after the date of the bankruptcy filing should be subject to the lien of the Indenture. “Special revenues” are defined to include taxes specifically levied to finance one or more projects or systems, excluding receipts from general property, sales, or income taxes levied to finance the general purposes of the governmental entity. The Sales Tax was levied to finance the Expenditure Plan, which includes a number of projects (collectively referred to herein as the “Expenditure Plan Projects”), and some of these Expenditure Plan Projects are described in broad terms. If a court determined that the Sales Tax was levied to finance the general purposes of the Commission, rather than specific projects, then Sales Tax Revenues would not be special revenues. No assurance can be given that a court would not hold that the Sales Tax Revenues are not special revenues. Were the Sales Tax Revenues determined not to be “special revenues,” then Sales Tax Revenues collected after the commencement of a bankruptcy case would likely not be subject to the lien of the Indenture. The holders of the 2018 Series A 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 2018 Series A 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 24321400.7 28 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 2018 Series A 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 2018 Series A Bonds while the court considers any of these issues. There may be other possible effects of a bankruptcy of the Commission that could result in delays or reductions in payments on the 2018 Series A Bonds, or result in losses to the holders of the 2018 Series A 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 2018 Series A 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 2018 Series A Bonds or questioning or affecting the validity of the 2018 Series A Bonds or the proceedings and authority under which they are to be 24321400.7 29 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 2018 Series A 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 2018 Series A 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 2018 Series A Bonds is less than the amount to be paid at maturity of such 2018 Series A Bonds (excluding amounts stated to be interest and payable at least annually over the term of such 2018 Series A 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 2018 Series A Bonds which is excluded from gross income for federal income tax purposes and State of California personal income taxes. For this purpose, the issue price of a particular maturity of the 2018 Series A Bonds is the first price at which a substantial amount of such maturity of the 2018 Series A 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 2018 Series A Bonds accrues daily over the term to maturity of such 2018 Series A 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 2018 Series A Bonds to determine taxable gain or loss upon disposition (including sale, redemption, or payment on maturity) of such 2018 Series A Bonds. Owners of the 2018 Series A Bonds should consult their own tax advisors with respect to the tax consequences of ownership of 2018 Series A Bonds with original issue discount, including the treatment of purchasers who do not purchase such 2018 Series A Bonds in the original offering to the public at the first price at which a substantial amount of such 2018 Series A Bonds is sold to the public. 2018 Series A 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. 24321400.7 30 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 2018 Series A Bonds. The Commission has made certain representations and covenanted to comply with certain restrictions, conditions and requirements designed to ensure that interest on the 2018 Series A 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 2018 Series A Bonds being included in gross income for federal income tax purposes, possibly from the date of original issuance of the 2018 Series A 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 2018 Series A Bonds may adversely affect the value of, or the tax status of interest on, the 2018 Series A 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 2018 Series A 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 2018 Series A Bonds may otherwise affect a beneficial owner’s federal, state or local tax liability. The nature and extent of these other tax consequences depends upon the particular tax status of the beneficial owner or the beneficial owner’s other items of income or deduction. Bond Counsel expresses no opinion regarding any such other tax consequences. Current and future legislative proposals, if enacted into law, clarification of the Code or court decisions may cause interest on the 2018 Series A 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 2018 Series A Bonds. Prospective purchasers of the 2018 Series A 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 2018 Series A 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 24321400.7 31 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 2018 Series A Bonds ends with the issuance of the 2018 Series A 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 2018 Series A 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 2018 Series A 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 2018 Series A 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 Nixon Peabody LLP, as their counsel. Compensation paid to Bond Counsel and Disclosure Counsel is conditioned upon the successful issuance of the 2018 Series A Bonds. RATINGS S&P Global Ratings, a business unit of Standard & Poor’s Financial Services LLC, and Fitch Ratings have assigned the 2018 Series A 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 2018 Series A Bonds. The Commission has furnished to the rating agencies certain information respecting the 2018 Series A 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 24321400.7 32 rating may have an adverse effect on the market price of the 2018 Series A Bonds or the ability to sell the 2018 Series A Bonds. UNDERWRITING Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman Sachs & Co. LLC, underwriters of the 2018 Series A Bonds (collectively, the “Underwriters”), have agreed, subject to certain conditions, to purchase the 2018 Series A Bonds at a price of $___________ (representing the aggregate principal amount of the 2018 Series A Bonds, plus a premium of $__________, less an underwriters’ discount of $_________). The Bond Purchase Agreement for the 2018 Series A Bonds provides that the Underwriters will purchase all the 2018 Series A Bonds if any are purchased. The 2018 Series A 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. Merrill Lynch, Pierce, Fenner & Smith Incorporated, one of the Underwriters, is an affiliate of BofA, the counterparty under the BofA Swap Agreement that hedges the 2009 Bonds. In connection with the refunding of the 2009 Bonds, the Commission will make a swap termination payment to BofA. See “PLAN OF REFUNDING.” 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. 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. 24321400.7 33 MUNICIPAL ADVISOR The Commission has retained Fieldman, Rolapp & Associates, Inc., Irvine, California, as Municipal Advisor in connection with the issuance of the 2018 Series A 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 2018 Series A 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 2018 Series A 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 2018 Series A 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 2018 Series A Bonds. The execution and delivery of this Official Statement has been duly authorized by the Commission. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: Executive Director 24321400.7 APPENDIX A COMMISSION AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR ENDED JUNE 30, 2017 24321400.7 B-1 APPENDIX B COUNTY OF RIVERSIDE DEMOGRAPHIC AND ECONOMIC INFORMATION Set forth below is certain demographic and economic information with respect to the County of Riverside (the “County”). Such information is provided as general information and has been obtained from sources that the Commission believes to be reliable, but neither the Commission nor the Underwriters makes a 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. 24321400.7 B-2 The following table sets forth annual population figures as of January 1 of each year for cities located within the County for each of the years listed: COUNTY OF RIVERSIDE POPULATION OF CITIES WITHIN THE COUNTY (As of January 1) City 2013 2014 2015 2016 2017 Banning 30,332 30,483 30,659 30,834 31,086 Beaumont 40,666 41,864 43,601 45,118 46,179 Blythe 19,894 19,305 19,254 19,813 19,660 Calimesa 7,932 8,040 8,138 8,289 8,637 Canyon Lake 10,543 10,564 10,608 10,681 10,891 Cathedral City 53,163 53,480 53,859 54,261 54,557 Coachella 43,676 44,614 45,001 45,407 45,551 Corona 159,469 162,000 163,317 164,659 167,759 Desert Hot Springs 28,385 28,605 28,794 29,048 29,111 Eastvale 57,458 59,375 60,825 63,162 64,613 Hemet 78,842 79,176 79,548 80,070 81,868 Indian Wells 5,199 5,265 5,336 5,412 5,450 Indio 83,450 84,655 86,683 88,058 88,718 Jurupa Valley 95,731 96,025 96,898 98,177 101,315 Lake Elsinore 56,039 57,368 59,142 61,006 62,092 La Quinta 38,156 38,720 39,311 39,977 40,677 Menifee 83,885 85,455 87,286 89,004 90,660 Moreno Valley 200,889 202,191 203,696 205,383 206,750 Murrieta 110,183 111,226 112,576 113,795 114,914 Norco 27,048 27,037 26,392 26,896 26,882 Palm Desert 48,282 48,494 48,835 49,335 50,740 Palm Springs 45,465 45,818 46,204 46,654 47,379 Perris 70,700 71,743 72,476 73,722 75,739 Rancho Mirage 17,685 17,783 17,920 18,070 18,295 Riverside 316,162 318,511 321,655 324,696 326,792 San Jacinto 46,216 46,649 47,087 47,656 47,925 Temecula 104,145 105,368 107,794 109,064 111,024 Wildomar 33,685 34,271 34,758 35,168 35,782 TOTALS Incorporated 1,913,280 1,934,085 1,957,653 1,983,415 201,102.80 Unincorporated 353,269 357,008 360,271 364,413 373,755 County-Wide 2,266,549 2,291,093 2,317,924 2,347,828 2,384,783 California 38,239,207 38,567,459 38,907,642 39,255,883 39,523,613 ____________________ Source: State Department of Finance, Demographic Research Unit. 24321400.7 B-3 Industry and Employment The County is a part of the Riverside-San Bernardino-Ontario Metropolitan Statistical Area (“MSA”), which includes all of Riverside and San Bernardino Counties. The following table sets forth the annual average employment by industry for the Riverside-San Bernardino- Ontario MSA. RIVERSIDE-SAN BERNARDINO-ONTARIO MSA ANNUAL AVERAGE EMPLOYMENT(1) Industry 2012 2013 2014 2015 2016 Total Farm 15,000 14,500 14,400 14,800 14,700 Construction 62,600 70,000 77,600 85,700 92,500 Financial Activities 40,200 41,300 42,300 43,900 45,300 Government 224,600 225,200 228,800 233,300 240,500 Manufacturing 86,700 87,300 91,300 96,100 98,900 Nondurable Goods 29,800 30,100 31,100 33,000 34,100 Durable Goods 56,900 57,300 60,200 63,100 64,800 Mining & Logging 1,200 1,200 1,300 1,300 900 Retail Trade 162,400 164,800 169,400 174,300 179,000 Professional and Business Services 127,500 132,400 139,300 147,400 145,800 Educational and Health Services 173,600 187,600 194,800 205,100 214,300 Leisure and Hospitality 129,400 135,900 144,800 151,700 159,700 Other Services 40,100 41,100 43,000 44,000 45,100 Transportation, Warehousing and Utilities 73,000 78,400 86,600 97,400 104,400 Wholesale Trade 52,200 56,400 58,900 61,600 62,900 Information 11,700 11,500 11,300 11,400 11,600 TOTAL, All Industries(2) 1,200,200 1,247,800 1,303,700 1,362,900 1,415,400 ___________________________ Source: State Employment Development Department, Labor Market Information Division. (1) Based on a March 2016 Benchmark. (2) The employment figures by industry which are shown above are not directly comparable to “TOTAL, All Industries” due to rounding. 24321400.7 B-4 The following table sets forth certain of the ten major employers located in the County as of 2016: COUNTY OF RIVERSIDE CERTAIN MAJOR EMPLOYERS (2016) Company Name Product/Service No. of Local Employees County of Riverside County Government 22,538 University of California, Riverside University 8,686 March Air Reserve Base Military Base 8,500 Amazon E-retailer 7,500 Kaiser Permanente Riverside Medical Center Hospital 5,739 Corona-Norco Unified School District School District 5,399 Riverside Unified School District School District 4,236 Pechanga Resort & Casino Resort Casino 4,000 Riverside University Health System Hospital 3,876 Hemet Unified School District School District 3,400 ____________________ Source: Riverside County Economic Development Agency. Unemployment statistics for the County, the State and the United States for the years 2011 through 2015 and partial data for 2016, as indicated, are set forth in the following table. COUNTY OF RIVERSIDE COUNTY, STATE AND NATIONAL UNEMPLOYMENT DATA 2011 2012 2013 2014 2015 2016 County(1) 13.2% 11.6% 9.9% 8.2% 6.7% 6.1% California(1) 11.7 10.4 8.9 7.5 6.2 5.5(2) United States(2) 9.1 8.2 7.5 6.1 5.3 4.9 ____________________ Source: State of California Employment Development Department Labor Market Information Division for the County and California; U.S. Bureau of Labor Statistics for the United States. (1) Data is not seasonally adjusted. The unemployment data for the County and the State is calculated using unrounded data. (2) For June of the given year; data is seasonally adjusted. 24321400.7 B-5 Commercial Activity Commercial activity is an important factor in the County’s economy. Much of the County’s commercial activity is concentrated in central business districts or small neighborhood commercial centers in cities. There are five regional shopping malls in the County: Galleria at Tyler (Riverside), Hemet Valley Mall, Westfield Palm Desert Shopping Center, Moreno Valley Mall, and The Promenade in Temecula. There are also two factory outlet malls (Desert Hills Factory Stores and Lake Elsinore Outlet Center) and over 200 area centers in the County. Taxable Sales Transactions The following table sets forth taxable sale transactions in the County for the years 2011 through 2015, the last year being the most recent full year of which annual data is currently available. In 2015, taxable sales for certain categories were not separately calculated, or were combined as described in the footnotes below. Annual taxable sale transaction information by industry for 2016 is not yet available. COUNTY OF RIVERSIDE TAXABLE SALES TRANSACTIONS (In Thousands) 2011 2012 2013 2014 2015 Motor Vehicles and Parts Dealers $ 3,010,487 $ 3,493,098 $ 3,965,201 4,417,943 $ 4,841,615 Furniture and Home Furnishings 436,482 441,649 486,061 520,393 1,135,235(1) Electronics and Appliances Stores 478,406 488,419 510,423 510,061 N/A(1) Bldg. Materials, Garden Supplies 1,303,073 1,365,513 1,535,178 1,706,183 1,826,294 Food and Beverage Stores 1,304,731 1,356,148 1,421,590 1,509,403 1,727,518 Health and Personal Care Stores 454,268 490,238 523,724 544,958 N/A Gasoline Stations 3,300,785 3,516,040 3,456,322 3,426,830 2,851 ,558 Clothing and Clothing Accessories Stores 1,505,821 1,672,482 1,771,603 1,989,623 2,136,728 Sporting, Hobby, Book and Music Stores 454,971 467,536 499,366 519,188 N/A General Merchandise Stores 3,051,709 3,174,022 3,298,920 3,289,057 3,040,244 Miscellaneous Store Retailers 700,338 742,118 758,664 809,032 2,338,039(2) Nonstore Retailers 101,876 142,081 243,334 309,809 N/A(2) Food Services and Drinking Places 2,473,339 2,668,324 2,836,388 3,093,862 3,384,494 Total Retail and Food Services(1) 18,576,285 20,016,668 21,306,774 22,646,343 23,281,724 All Other Outlets 7,065,212 8,079,341 8,758,693 9,389,345 9,629,186 Total All Outlets(3) $25,641,497 $28,096,009 $30,065,467 $32,035,687 $32,910,909 __________________ Source: California State Board of Equalization, Research and Statistics Division. (1) For 2015, Furniture and Home Furnishings category is combined with Electronics and Appliance Stores. (2) For 2015, Nonstore Retailers and Miscellaneous Store Retailers categories have been combined into “Other Retail Group.” (3) Amounts subject to rounding differences. 24321400.7 B-6 Building and Real Estate Activity The following tables set forth five-year summaries of building permit valuations and new dwelling units authorized in the County (in both incorporated and unincorporated areas) for the years 2012 through 2016. COUNTY OF RIVERSIDE BUILDING PERMIT VALUATIONS (In Thousands) 2012 2013 2014 2015 2016 RESIDENTIAL New Single-Family $ 854,814 $1,134,158 $1,296,553 $1,267,593 $1,526,768 New Multi-Family 99,578 136,501 178,117 110,458 106,292 Alterations and Adjustments 84,517 94,422 147,081 113,615 126,475 Total Residential 1,038,909 1 ,365,081 1,621,751 1 ,491,666 1,759,535 NON-RESIDENTIAL New Commercial 346,865 80,510 184,138 182,089 540,447 New Industrial 3,767 140,972 161,321 111,070 59,439 New Other(1) 78,602 184,500 142,204 215,914 374,917 Alterations & Adjustments 154,325 364,616 327,327 299,882 371,216 Total Nonresidential 583,559 770,598 814,990 808,955 1,346,020 TOTAL ALL BUILDING $1,622,468 $2,135,679 $2,436,741 $2,300,621 $3,105,554 ____________________ Source: Construction Industry Research Board for years 2014, 2015 and 2016; California Homebuilding Foundation for years 2012 and 2013. (1) Includes churches and religious buildings, hospitals and institutional buildings, schools and educational buildings, residential garages, and public works and utilities buildings. COUNTY OF RIVERSIDE NUMBER OF NEW DWELLING UNITS 2012 2013 2014 2015 2016 Single Family 3,467 4,671 5,007 4,833 5,662 Multi-Family 829 1,415 1,931 1,189 1,039 TOTAL 4,296 6,086 6,938 6,022 6,701 ____________________ Source: Construction Industry Research Board for years 2014, 2015 and 2016; California Homebuilding Foundation/Construction Industry Research Board for years 2012 and 2013. 24321400.7 B-7 The following table sets forth the annual median housing prices for Los Angeles County, Riverside County, San Bernardino County and Southern California for the years 2012 through 2016. COUNTY OF RIVERSIDE COMPARISON OF MEDIAN HOUSING PRICES Year Los Angeles Riverside San Bernardino Southern California(1) 2012 $330,000 $210,000 $163,000 $300,000 2013 411,000 259,000 205,000 370,000 2014 455,000 293,000 240,000 410,000 2015 487,500 310,000 262,000 431,000 2016 489,000 300,000 239,000 443,000 ____________________ Source: MDA DataQuick Information Systems. (1) Southern California comprises Los Angeles, Orange, San Diego, Riverside, San Bernardino and Ventura Counties. The following table sets forth the home and condominium foreclosures recorded in Los Angeles County, Riverside County, San Bernardino County and Southern California for the years 2011 through 2015. COUNTY OF RIVERSIDE COMPARISON OF HOME FORECLOSURES Year Los Angeles Riverside San Bernardino Southern California(1) 2011 25,597 17,383 14,181 77,105 2012 15,271 10,657 9,262 47,347 2013 6,469 4,191 4,088 19,470 2014 4,566 2,912 2,984 13,787 2015 3,970 2,463 2,616 11,959 ____________________ Source: MDA DataQuick Information Systems. (1) Southern California comprises Los Angeles, Orange, San Diego, Riverside, San Bernardino and Ventura Counties. Agriculture Agriculture remains an important source of income in the County. Principal agricultural products are: nursery, milk, table grapes, eggs, avocados, grapefruit, alfalfa, bell peppers, dates, and lemons. Four areas in the County account for the major portion of agricultural activity: the Riverside/Corona and San Jacinto/Temecula Valley Districts in the western portion of the County, the Coachella Valley in the central portion and the Palo Verde Valley near the County’s eastern border. The value of agricultural production in the County for the years 2012 through 2016 is set forth in the following table. 24321400.7 B-8 COUNTY OF RIVERSIDE VALUE OF AGRICULTURAL PRODUCTION 2012 2013 2014 2015 2016 Citrus Fruits $ 125,711,000 $ 142,404,000 $ 170,891,000 $ 187,673,000 $ 200,101,000 Trees and Vines 217,214,000 232,536,000 223,593,000 234,928,000 227,444,000 Vegetables, Melons, Misc. 286,234,000 340,407,000 337,404,000 327,199,000 365,157,000 Field and Seed Crops 147,352,000 154,582,000 156,575,000 122,794,000 97,184,000 Nursery 190,878,000 191,215,000 172,910,000 158,648,000 150,426,000 Apiculture 4,983,000 4,715,000 4,819,000 4,897,000 5,082,000 Aquaculture 4,205,000 2,262,000 5,078,000 5,397,000 4,624,000 Livestock and Poultry 276,553,000 259,683,000 290,746,000 260,015,000 255,758,000 Grand Total $1,253,130,000 $1,327,804,000 $1,362,016,000 $1,301,551,000 $1,275,776,000 ____________________ Source: Riverside County Agricultural Production Report. Transportation Several major freeways and highways provide access between the County and all parts of Southern California. State Route 91 extends southwest through Corona and connects with the Orange County freeway network in Fullerton. Interstate 10 traverses most of the width of the County, the western-most portion of which links up with major cities and freeways in Los Angeles County and the southern part of San Bernardino County, with the eastern part linking to the County’s desert cities and Arizona. Interstate 15 and 215 extend north and then east to Las Vegas, and south to San Diego. State Route 60 provides an alternate (to Interstate 10) east-west link to Los Angeles County. The RCTC 91 Express Lanes that connect with the OCTA 91 Express Lanes at the Orange County/Riverside County line and continue to the State Route 91/Interstate 15 interchange opened in March 2017. When travelling along State Route 91 through Corona, vehicles may use either the tolled express lanes or the general purpose lanes, which are free. Metrolink provides commuter rail service to Los Angeles, San Bernardino and Orange Counties from nine stations in the County. Transcontinental passenger rail service is provided by Amtrak with stops in Riverside and Palm Springs. Freight service to major west coast and national markets is provided by two transcontinental railroads–Union Pacific Railroad and the BNSF Railway Company. Truck service is provided by several common carriers, making available overnight delivery service to major California cities. Transcontinental bus service is provided by Greyhound Lines. Intercounty, intercity and local bus service is provided by the Riverside Transit Agency to western County cities and communities. There are also four municipal transit operators in the western County providing services within the cities of Banning, Beaumont, Corona and Riverside. The SunLine Transit Agency provides local bus service throughout the Coachella Valley, servicing the area from Desert Hot Springs to Oasis and from Palm Springs to Riverside. The Palo Verde Valley Transit Agency provides service in the far eastern portion of the County (City of Blythe and surrounding communities). 24321400.7 B-9 The County seat, located in the City of Riverside, is within 20 miles of the Ontario International Airport in neighboring San Bernardino County. This airport is operated by Los Angeles World Airports, a proprietary department of the City of Los Angeles, and is scheduled to be transferred by the City of Los Angeles to a joint powers authority in 2016. Four major airlines schedule commercial flight service at Palm Springs Regional Airport. County-operated general aviation airports include those in Thermal, Hemet, Blythe and French Valley. The cities of Riverside, Corona and Banning also operate general aviation airports. There is a military base at March Air Reserve Base, which converted from an active duty base to a reserve-only base on April 1, 1996. The March AFB Joint Powers Authority (the “JPA”), comprised of the County and the Cities of Riverside, Moreno Valley and Perris, is responsible for planning and developing joint military and civilian use. The JPA has constructed infrastructure improvements, entered into leases with private users and initialized a major business park project. Education There are four elementary school districts, one high school district, eighteen unified (K-12) school districts and four community college districts in the County. Ninety-two percent of all K-12 students attend schools in the unified school districts. The three largest unified school districts are Riverside Unified School District, Moreno Valley Unified School District and Corona-Norco Unified School District. There are seven two-year community college campuses located in the communities of Riverside, Moreno Valley, Norco, San Jacinto, Menifee, Coachella Valley and Palo Verde Valley. There are also three universities located in the City of Riverside: the University of California at Riverside, La Sierra University and California Baptist University. In addition, a campus of California State University San Bernardino is located in Palm Desert. 24321400.7 APPENDIX C SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE 24321400.7 APPENDIX D FORM OF CONTINUING DISCLOSURE AGREEMENT 24321400.7 E-1 APPENDIX E BOOK ENTRY SYSTEM The information in this Appendix E concerning The Depository Trust Company, New York, New York (“DTC”), and DTC’s Book-Entry System has been obtained from DTC and the Commission, the Underwriters 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 2018 Series A Bonds, (b) certificates representing ownership interest in or other confirmation or ownership interest in the 2018 Series A Bonds, or (c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the 2018 Series A 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 2018 Series A Bonds or an error or delay relating thereto. The Depository Trust Company, New York, NY, will act as securities depository for the 2018 Series A Bonds. The 2018 Series A 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 2018 Series A 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 24321400.7 E-2 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 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 2018 Series A Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the 2018 Series A Bonds on DTC’s records. The ownership interest of each actual purchaser of each 2018 Series A 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 2018 Series A 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 2018 Series A Bonds is discontinued. To facilitate subsequent transfers, all 2018 Series A 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 2018 Series A 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 2018 Series A Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such 2018 Series A 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 2018 Series A 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 2018 Series A 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 2018 Series A Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). 24321400.7 E-3 Principal, premium, if any, and interest payments on the 2018 Series A 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 2018 Series A 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 2018 Series A Bonds that they be able to obtain certificates, the Trustee will execute, transfer and exchange 2018 Series A Bonds as requested by DTC and will deliver new 2018 Series A 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 2018 Series A Bonds will be payable upon surrender thereof at the principal corporate trust office of the Trustee. The interest on 2018 Series A 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 2018 Series A 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 2018 Series A Bonds may be exchanged at the corporate trust office of the Trustee for a like aggregate principal amount of 2018 Series A 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, 24321400.7 E-4 upon surrender of such 2018 Series A Bond for cancellation; provided that no transfer or exchange may occur during the period established by the Trustee for selection of 2018 Series A Bonds for redemption, or of any 2018 Series A Bond or portion of a 2018 Series A 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. APPENDIX F FORM OF BOND COUNSEL OPINION NRF DRAFT 2/16/18 29584249.4 CONTINUING DISCLOSURE AGREEMENT by and between RIVERSIDE COUNTY TRANSPORTATION COMMISSION and DIGITAL ASSURANCE CERTIFICATION, L.L.C., as Dissemination Agent Dated as of April 1, 2018 Relating to $_________ RIVERSIDE COUNTY TRANSPORTATION COMMISSION Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) 2018 Series A ATTACHMENT 4 29584249.4 D-1 CONTINUING DISCLOSURE AGREEMENT THIS CONTINUING DISCLOSURE AGREEMENT (this “Disclosure Agreement”), dated as of April 1, 2018, 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) 2018 Series A (the “2018 Series A 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 an Eighth Supplemental Indenture, dated as of April 1, 2018, 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 2018 Series A Bonds and in order to assist the underwriters of the 2018 Series A 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 2018 Series A 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. 29584249.4 D-2 “EMMA” shall mean the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access System for Municipal Securities disclosures, maintained on the internet at http://emma.msrb.org. “Fiscal Year” shall mean the period beginning on July 1 of each year and ending on the next succeeding June 30, or any twelve-month or fifty-two week period hereafter selected by the Commission, with notice of such selection or change in fiscal year to be provided as set forth herein. “Listed Events” means any of the events listed in Section 5 hereof. “MSRB” means the Municipal Securities Rulemaking Board established pursuant to Section 15B(b)(1) of the Securities Exchange Act of 1934 or any other entity designated or authorized by the SEC to receive reports pursuant to the Rule. Until otherwise designated by the MSRB or the SEC, filings with the MSRB are to be made through the EMMA website of the MSRB, currently located at http://emma.msrb.org. “Official Statement” means the Official Statement, dated April ___, 2018, relating to the 2018 Series A Bonds. “Participating Underwriters” means the underwriters of the 2018 Series A Bonds required to comply with the Rule in connection with the offering of the 2018 Series A 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 2018 Series A 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 2017-18 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 29584249.4 D-3 Commission shall give notice of such change in the manner provided under Section 5(e) hereof. (b) Not later than two (2) Business Days prior to the date specified in subsection (a) for providing the Annual Report to each Repository, the Commission shall provide the Annual Report to the Dissemination Agent. If by such date, the Dissemination Agent has not received a copy of the Annual Report from the Commission, the Dissemination Agent shall contact the Commission to determine if the Commission is in compliance with the first sentence of subsection (a). (c) If the Dissemination Agent is unable to verify that an Annual Report of the Commission has been provided to each Repository by the date required in subsection (a), the Dissemination Agent shall send a notice to each Repository in substantially the form attached hereto as Exhibit A. (d) The Dissemination Agent shall: (i) determine the electronic filing address of, and then-current procedures for submitting Annual Reports to, the MSRB each year prior to the date for providing the Annual Report; and (ii) to the extent known to the Dissemination Agent, file a report with the Commission and (if the Dissemination Agent is not the Trustee) the Trustee certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, and stating the date it was provided. Section 4. Content of Annual Reports. The Commission’s Annual Report shall contain or include by reference the following: (a) The audited financial statements of the Commission for the prior Fiscal Year, prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the Commission’s audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. (b) The debt service schedule for the 2018 Series A Bonds, if there have been any unscheduled redemptions, retirements or defeasances, and the debt service schedule for 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 29584249.4 D-4 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 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 2018 Series A Bonds, in a timely manner not more than ten (10) Business Days after the event: (1) principal and interest payment delinquencies; (2) defeasances; (3) tender offers; (4) rating changes; (5) adverse tax opinions or the issuance by the Internal Revenue Service of proposed or final determinations of taxability or Notices of Proposed Issue (IRS Form 5701-TEB); (6) unscheduled draws on the debt service reserves reflecting financial difficulties; (7) unscheduled draws on credit enhancements reflecting financial difficulties; (8) substitution of credit or liquidity providers or their failure to perform; or (9) bankruptcy, insolvency, receivership or similar proceedings. 29584249.4 D-5 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 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 2018 Series A 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 2018 Series A 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 2018 Series A Bonds, or other events affecting the tax status of the 2018 Series A 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. 29584249.4 D-6 (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 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 2018 Series A Bonds. If such termination occurs prior to the final maturity of the 2018 Series A 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. The Dissemination Agent shall have no duty or obligation to review or verify any information, disclosures or notices provided to it by the Commission and shall not be deemed to be acting in any fiduciary capacity for the Commission, the holders of the Bonds or any other party. 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. 29584249.4 D-7 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 2018 Series A 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 2018 Series A 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. 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 2018 Series A Bonds. Section 13. Notices. Any notices or communications to or among any of the parties to the Disclosure Agreement or the Trustee may be given as follows: To the Commission: Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, California 92501 Tel: (951) 787-7926 Fax: (951) 787-7920 Mail: P.O. Box 12008 Riverside, California 92502 To the Dissemination Agent: Digital Assurance Certification, L.L.C. 315 E. Robinson Street, Suite 300 Orlando, Florida 32801 Tel: (407) 515-1100 Fax: (407) 515-6513 29584249.4 D-8 To the Trustee: U.S. Bank National Association 633 West Fifth Street, 24th Floor Los Angeles, California 90071 Attention: Global Corporate Trust Services Tel: (213) 615-6002 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 2018 Series A Bonds, and shall create no rights in any other person or entity. Section 15. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 29584249.4 D-9 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 29584249.4 D-10 EXHIBIT A NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: Riverside County Transportation Commission (the “Commission”) Name of Issue: $__________ Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) 2018 Series A Date of Issuance: April ___, 2018 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 April 1, 2018, 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 OH&S Draft – 02/15/18 4162-6668-2641.5 NINTH SUPPLEMENTAL INDENTURE between RIVERSIDE COUNTY TRANSPORTATION COMMISSION and U.S. BANK NATIONAL ASSOCIATION, as Trustee ________________________________ Dated as of April 1, 2018 ________________________________ Relating to RIVERSIDE COUNTY TRANSPORTATION COMMISSION SALES TAX REVENUE REFUNDING BONDS (LIMITED TAX BONDS) 2018 SERIES A (Supplementing the Indenture Dated as of June 1, 2008) ATTACHMENT 5 i 4162-6668-2641.5 ARTICLE LX DEFINITIONS Section 60.01. Definitions ........................................................................................................... 2 Section 60.02. Rules of Construction .......................................................................................... 3 ARTICLE LXI FINDINGS, DETERMINATIONS AND DIRECTIONS Section 61.01. Findings and Determinations ............................................................................... 3 Section 61.02. Recital in Bonds .................................................................................................. 4 Section 61.03. Effect of Findings and Recital ............................................................................. 4 ARTICLE LXII AUTHORIZATION OF 2018 SERIES A BONDS Section 62.01. Principal Amount, Designation and Series .......................................................... 4 Section 62.02. Purpose and Application of Proceeds .................................................................. 4 Section 62.03. Form, Denomination, Numbers and Letters ........................................................ 5 Section 62.04. Date, Maturities and Interest Rates ..................................................................... 5 ARTICLE LXIII REDEMPTION AND PURCHASE OF 2018 SERIES A BONDS Section 63.01. Optional Redemption of 2018 Series A Bonds ................................................... 6 Section 63.02. Selection of 2018 Series A Bonds for Redemption ............................................. 6 Section 63.03. Notice of Redemption; Purchase In Lieu of Redemption ................................... 7 ARTICLE LXIV ESTABLISHMENT OF FUNDS AND ACCOUNTS AND APPLICATION THEREOF Section 64.01. Funds and Accounts ............................................................................................ 7 Section 64.02. 2018 Series A Costs of Issuance Fund ................................................................ 7 ARTICLE LXV MISCELLANEOUS Section 65.01. Severability .......................................................................................................... 8 Section 65.02. Parties Interested Herein ...................................................................................... 8 Section 65.03. Headings Not Binding ......................................................................................... 8 Section 65.04. Notice Addresses ................................................................................................. 8 Section 65.05. Notices to Rating Agencies ................................................................................. 8 Section 65.06. Brokerage Confirmations .................................................................................... 8 Section 65.07. Indenture to Remain in Effect ............................................................................. 9 Section 65.08. Effective Date of Ninth Supplemental Indenture ................................................ 9 Section 65.09. Execution in Counterparts ................................................................................... 9 EXHIBITS EXHIBIT A FORM OF 2018 SERIES A BOND ................................................................ A-1 EXHIBIT B NOTICE ADDRESSES ................................................................................... B-1 4162-6668-2641.5 NINTH SUPPLEMENTAL INDENTURE THIS NINTH SUPPLEMENTAL INDENTURE, dated as of April 1, 2018 (this “Ninth 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 Ninth 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 B (Taxable Build America Bonds), 2013 Series A and 2017 Series A and its Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2016 Series A and 2017 Series B, in the aggregate principal amount of $897,655,000, secured by the pledge of Revenues and other monies as set forth in the Indenture; WHEREAS, in relation to its Sales Tax Revenue Bonds (Limited Tax Bonds), 2009 Series B (the “2009 Series B Bonds”) and it