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SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY

JOINT MEETING OF THE BOARDS OF DIRECTORS

Ross Chun, Chair of the Board of Directors of the San Joaquin Hills Transportation Corridor Agency and Ed Sachs, Chair of the Board of Directors of the Foothill/Eastern Transportation Corridor Agency, hereby call the following joint meeting of the Boards to be conducted at the

following time and location:

June 8, 2017 9:30 a.m.

TCA Offices

125 Pacifica, Board Room Irvine, California 92618

AGENDA

I. CALL TO ORDER

INVOCATION

(Vice-Chair Shea)

PLEDGE OF ALLEGIANCE (Director Murphy)

ROLL CALL – SAN JOAQUIN HILLS BOARD OF DIRECTORS Chair Ross Chun City of Aliso Viejo Vice-Chair Melody Carruth City of Laguna Hills Director Katrina Foley City of Costa Mesa Director Richard A. Viczorek City of Dana Point Director Christina Shea City of Irvine Director Fred Minagar City of Laguna Niguel Director Bert Hack City of Laguna Woods Director Ed Sachs City of Mission Viejo Director Scott Peotter City of Newport Beach Director Kathy Ward City of San Clemente Director Brian L. Maryott City of San Juan Capistrano Director Sal Tinajero City of Santa Ana Director Todd Spitzer County of Orange, 3rd District Director Lisa Bartlett County of Orange, 5th District Director Ryan Chamberlain Caltrans, Ex-Officio Member

Joint Board of Directors Agenda June 8, 2017

ROLL CALL – FOOTHILL/EASTERN BOARD OF DIRECTORS Chair Ed Sachs City of Mission Viejo Vice-Chair Christina Shea City of Irvine Director Jose F. Moreno City of Anaheim

Director Joseph L. Muller City of Dana Point Director Scott Voigts City of Lake Forest

Director Mark Murphy City of Orange Director Tony Beall City of Rancho Santa Margarita

Director Kathy Ward City of San Clemente Director Brian L. Maryott City of San Juan Capistrano Director Sal Tinajero City of Santa Ana Director Charles Puckett City of Tustin

Director Peggy Huang City of Yorba Linda Director Todd Spitzer County of Orange, 3rd District Director Shawn Nelson County of Orange, 4th District

Director Lisa Bartlett County of Orange, 5th District Director Ryan Chamberlain Caltrans, Ex-Officio Member

II. SPECIAL CALENDAR (1)

1. JOINT SJHTCA & F/ETCA ITEM

OUTGOING RECOGNITION FOR DIRECTOR BERT HACK

III. PUBLIC COMMENTS At this time, members of the public may address the Boards regarding any items within the subject matter jurisdiction of the Boards, but no action may be taken on off-agenda items unless authorized by law. Comments shall be limited to three (3) minutes per person and twenty (20) minutes for all comments, unless different time limits are set by the Chair subject to the approval of the Boards.

IV. SAN JOAQUIN HILLS - CONSENT CALENDAR (ITEMS 2-8) All matters listed under the Consent Calendar are considered routine and will be enacted by one vote. There will be no discussion of these items unless Board Members request specific items be removed from the Consent Calendar for separate action. 2. APPROVAL OF MINUTES (Martha M. Ochoa, Clerk of the Board) FILE NO.: 2017J-001

Approval of the minutes of the May 11, 2017 Joint Meeting of the San Joaquin Hills Transportation Corridor Agency and the Foothill/Eastern Transportation Corridor Agency.

ACTION: Approve minutes.


3. COMMITTEE REPORTS (Martha M. Ochoa, Clerk of the Board) FILE NO.: 2017J-002 ACTION: Receive and file. 4. ON-CALL COASTAL HYDRAULIC CONSULTING SERVICES (Valarie McFall, Chief Environmental Planning Officer) FILE NO.: 2017J-031 Over the next five years, the Agencies will have the need for coastal hydraulic

investigations, both at the coast and inland, for various projects, including but not limited to, hydrologic and hydraulic restoration and/or preservation, shoreline protection and freshwater and sediment diversions, utilization of hydraulic, morphological and hydrodynamic models to predict coastal, riverine and estuarine processes and preparation of construction documentation. A request for statement of qualifications (SOQ) was issued and the results of the procurement process are included in this report. Staff recommends the two top-ranked firms, Moffatt & Nichol and West Consultants, Inc., be awarded on-call services contracts. No work is authorized as part of this staff report. The issuance of task orders under these contracts will require the Board(s) authorization.

ACTION: Approve the selections of Moffatt & Nichol and West Consultants, Inc., as the firms

to provide on-call coastal hydraulic consulting services and authorize the chief executive officer (CEO) to enter into agreements with each of these firms for a term of five years, with three one-year extension options.

5. BIOLOGICAL SERVICES TASK ORDERS (Valarie McFall, Chief Environmental Planning Officer) FILE NO.: 2017J-034 The Boards awarded a contract with Psomas (Contract No. K001109) and Land IQ,

LLC (Contract No. K001110) to provide on-call biological consulting services for the Agencies. These on-call contracts provide staff support for various activities, including, but not limited to, mitigation site assessments, habitat assessments, biological analyses, document reviews, construction oversight, surveys and document preparation, restoration and resource management plans. Consistent with the services identified in the contracts, staff recommends the issuance of TO-006 to Psomas to provide on-road biological fieldwork and TO-002, TO-003 and TO-004 to Land IQ, LLC to provide mitigation site and biological support for the Upper Chiquita Conservation Area.

ACTION:

1. Authorize the chief executive officer (CEO) to execute Task Order-006 with Psomas to provide on-road biological fieldwork services for an amount not-to-exceed $4,500.


2. Authorize the CEO to execute Task Order-002 with Land IQ, LLC. to perform biological fieldwork for the Agency’s mitigation sites for an amount not-to-exceed $4,500.

3. Authorize the CEO to make additional changes deemed necessary and execute future task order amendments not to exceed an amount of five percent for each above task order ($450) without further Board of Director’s action.

6. INTERNATIONAL BRIDGE TUNNEL AND TURNPIKE ASSOCIATION

INTERNATIONAL SUMMIT TRAVEL AUTHORIZATION (Samuel Johnson, Chief Toll Operations Officer) FILE NO.: 2017J-032 TCA’s active participation in IBTTA and its conferences provides staff with

knowledge and contacts to support Agencies’ efforts; and provides a platform to advance the Agencies’ interest by providing a voice in guiding the industry and efforts such as national interoperability. Staff attendance at the 2017 International Summit is expected to offer a substantial learning agenda and to continue the Agencies’ active leadership role on the Board of Directors and committees. Staff requests consideration and authorization of international travel outside of North America by the Chief Toll Operations Officer to attend the 2017 IBTTA International Summit in Rome, Italy.

ACTION: Authorize international travel by the Chief Toll Operations Officer to attend the

2017 International Bridge Tunnel and Turnpike Association (IBTTA) International Summit in Rome, Italy.

7. TEMPORARY STAFFING – AGENCY COST ALLOCATION (Madeleine Batlle, Director of Customer Service) FILE NO.: 2017S-007 The cost allocations between Agencies for temporary staffing services

authorization requires additional SJHTCA Board approval to provide adequate authority to align contract authorization with the approved budget and expected FY 2017 expenditures.

ACTION: Authorizer the Chief Executive Officer (CEO) to amend contracts for temporary staffing services, in support of Customer Service Operations, increasing the overall contract capacity by $22,000

8. INVESTMENT REPORTS – AS OF APRIL 30, 2017 (Daryn Martin, Manager of Treasury Operations) FILE NO.: 2017S-003 Enclosed are the monthly investment reports for the San Joaquin Hills

Transportation Corridor Agency (SJHTCA) as of April 30, 2017. As of April 30, 2017, all indenture funds are invested in accordance with the permitted investment section of the respective indentures and all non-indenture funds are invested in compliance with both the California Government Code and SJHTCA Investment Policy.


ACTION: Receive and file.

V. FOOTHILL/EASTERN - CONSENT CALENDAR (ITEMS 2-6, 9) All matters listed under the Consent Calendar are considered routine and will be enacted by one vote of each Board for the applicable Agency items. There will be no discussion of these items unless Board Members request specific items be removed from the Consent Calendar for separate action. 2. APPROVAL OF MINUTES (Martha M. Ochoa, Clerk of the Board) FILE NO.: 2017J-001

Approval of the minutes of the May 11, 2017 Joint Meeting of the San Joaquin Hills Transportation Corridor Agency and the Foothill/Eastern Transportation Corridor Agency.

ACTION: Approve minutes. 3. COMMITTEE REPORTS (Martha M. Ochoa, Clerk of the Board) FILE NO.: 2017J-002 ACTION: Receive and file. 4. ON-CALL COASTAL HYDRAULIC CONSULTING SERVICES (Valarie McFall, Chief Environmental Planning Officer) FILE NO.: 2017J-031 Over the next five years, the Agencies will have the need for coastal hydraulic

investigations, both at the coast and inland, for various projects, including but not limited to, hydrologic and hydraulic restoration and/or preservation, shoreline protection and freshwater and sediment diversions, utilization of hydraulic, morphological and hydrodynamic models to predict coastal, riverine and estuarine processes and preparation of construction documentation. A request for statement of qualifications (SOQ) was issued and the results of the procurement process are included in this report. Staff recommends the two top-ranked firms, Moffatt & Nichol and West Consultants, Inc., be awarded on-call services contracts. No work is authorized as part of this staff report. The issuance of task orders under these contracts will require the Board(s) authorization.

ACTION: Approve the selections of Moffatt & Nichol and West Consultants, Inc., as the firms

to provide on-call coastal hydraulic consulting services and authorize the chief executive officer (CEO) to enter into agreements with each of these firms for a term of five years, with three one-year extension options.


5. BIOLOGICAL SERVICES TASK ORDERS (Valarie McFall, Chief Environmental Planning Officer) FILE NO.: 2017J-034 The Boards awarded a contract with Psomas (Contract No. K001109) and Land IQ,

LLC (Contract No. K001110) to provide on-call biological consulting services for the Agencies. These on-call contracts provide staff support for various activities, including, but not limited to, mitigation site assessments, habitat assessments, biological analyses, document reviews, construction oversight, surveys and document preparation, restoration and resource management plans. Consistent with the services identified in the contracts, staff recommends the issuance of TO-006 to Psomas to provide on-road biological fieldwork and TO-002, TO-003 and TO-004 to Land IQ, LLC to provide mitigation site and biological support for the Upper Chiquita Conservation Area.

ACTION:


2. Authorize the CEO to execute Task Order-003 with Land IQ, LLC. to provide

biological services for access road repairs in the Upper Chiquita Conservation Area for an amount not-to-exceed $40,000.

3. Authorize the CEO to execute Task Order-004 with Land IQ, LLC to perform

focused biological surveys and report preparation consistent with the Resource Management Plan for the Upper Chiquita Conservation Area for an amount not-to-exceed $75,000.

4. Authorize the CEO to make additional changes deemed necessary and execute

future task order amendments not to exceed an amount of five percent for each above task order ($6,275) without further Board of Director’s action.

6. INTERNATIONAL BRIDGE TUNNEL AND TURNPIKE ASSOCIATION

INTERNATIONAL SUMMIT TRAVEL AUTHORIZATION (Samuel Johnson, Chief Toll Operations Officer) FILE NO.: 2017J-032 TCA’s active participation in IBTTA and its conferences provides staff with

knowledge and contacts to support Agencies’ efforts; and provides a platform to advance the Agencies’ interest by providing a voice in guiding the industry and efforts such as national interoperability. Staff attendance at the 2017 International Summit is expected to offer a substantial learning agenda and to continue the Agencies’ active leadership role on the Board of Directors and committees. Staff requests consideration and authorization of international travel outside of North America by the Chief Toll Operations Officer to attend the 2017 IBTTA International Summit in Rome, Italy.


ACTION: Authorize international travel by the Chief Toll Operations Officer to attend the 2017 International Bridge Tunnel and Turnpike Association (IBTTA) International Summit in Rome, Italy.

9. INVESTMENT REPORTS – AS OF APRIL 30, 2017 (Daryn Martin, Manager of Treasury Operations) FILE NO.: 2017F-003 Enclosed are the monthly investment reports for the Foothill/Eastern

Transportation Corridor Agency (F/ETCA) as of April 30, 2017. As of April 30, 2017, all indenture funds are invested in accordance with the permitted investment section of the respective indentures and all non-indenture funds are invested in compliance with both the California Government Code and F/ETCA Investment Policy.

ACTION: Receive and file

VI. BOARD BUSINESS (ITEMS 10-18)

Items 10 & 11 will be discussed jointly and then voted on as separate items. 10. SJHTCA ONLY ITEM

SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY FISCAL YEAR 2018 ANNUAL BUDGET (Amy Potter, Chief Financial Officer)

FILE NO.: 2017S-015 San Joaquin Hills Transportation Corridor Agency Fiscal Year 2018 Annual Budget.

ACTION: Approve Resolution No. S2017-02 entitled “A Resolution of the Board of Directors

of the San Joaquin Hills Transportation Corridor Agency Approving the Budget for Fiscal Year 2018” in the amount of $138,853,369.

11. F/ETCA ONLY ITEM

FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY FISCAL YEAR 2018 ANNUAL BUDGET (Amy Potter, Chief Financial Officer)

FILE NO.: 2017F-015 Foothill/Eastern Transportation Corridor Agency Fiscal Year 2018 Annual Budget.

ACTION: Approve Resolution No. F2017-02 entitled “A Resolution of the Board of Directors of the Foothill/Eastern Transportation Corridor Agency Approving the Budget for Fiscal Year 2018” in the amount of $221,444,437.


12. JOINT SJHTCA & F/ETCA ITEM FISCAL YEAR 2018 CAPITAL IMPROVEMENT PLAN (David Lowe, Chief Engineer)

FILE NO.: 2017J-023 The annual update to the CIP for each Agency outlines the scope, cost and schedule for the major capital improvement projects.

ACTION: San Joaquin Hills Transportation Corridor Agency Recommendation: Adopt the Capital Improvement Plan (CIP) for the San Joaquin Hills (SR 73) Corridor. Foothill/Eastern Transportation Corridor Agency Recommendation: Adopt the Capital Improvement Plan (CIP) for the Foothill/Eastern (SR 133, 241, 261) Corridors.


FISCAL YEAR 2018 AUTHORIZATION FOR DESIGN/PROGRAM MANAGEMENT AND SPECIALTY SERVICES (David Lowe, Chief Engineer)

FILE NO.: 2017J-024 The Agencies’ utilize design and program management consultant services for activities to augment TCA’s small in-house staff and provide the technical expertise for planning, design oversight and operational review activities. Staff has reviewed the Capital Improvement Plan workplan for FY2018 and identified the design/program management consultant support needed to complete those efforts.

ACTION: San Joaquin Hills Transportation Corridor Agency Recommendation:

1. Authorize the Chief Executive Officer (CEO) to execute Amendment 4 to Contract No. K001065 with Corridor Management Group in the amount of $650,874 for Design, Program Management, Tolling and Specialty Consultant Services for Fiscal Year 2018.

2. Authorize additional amendments within five percent ($32,544) of the above amount without further Board of Director’s action. Foothill/Eastern Transportation Corridor Agency Recommendation:

1. Authorize the Chief Executive Officer (CEO) to execute Amendment 4 to Contract No. K001065 with Corridor Management Group in the amount of $10,977,978 for Design, Program Management, Tolling and Specialty Consultant Services for Fiscal Year 2018.


2. Authorize additional amendments within five percent ($548,899) of the above amount without further Board of Director’s action.

14. JOINT SJHTCA & F/ETCA ITEM ADOPTION OF THE SAN JOAQUIN HILLS BOARD OF DIRECTORS AND FOOTHILL/EASTERN BOARD OF DIRECTORS REGULAR MEETING SCHEDULE FOR THE PERIOD OF AUGUST 2017 THROUGH AUGUST 2018. (Martha M. Ochoa, Clerk of the Board)

FILE NO.: 2017J-029 The Joint Exercise of Powers Agreement requires that the time and place of regular meetings of the Board of Directors shall be determined by resolution adopted by the Board. At the October 8, 2015, Board of Directors meetings, the Boards approved the concept for the convening of combined monthly Board meetings of the San Joaquin Hills and the Foothill/Eastern Transportation Corridor Agencies. At the December 8, 2016, Board of Directors Meeting, the Board approved a new start time of 9:30 a.m. for the regular meetings of the Boards to be held on the second Thursday of each month. After experimenting with the start time of the Joint Board Meetings at 9:30 a.m., staff recommends moving the start time back to 9:00 a.m. to limit time away from employment and allow Directors to take part in other commitments on the day of Board Meetings. Given there are instances when additional meeting dates and/or adjusted start times are needed to conduct the regular business of the Boards, the attached resolution identifies and adopts a full schedule of meeting dates and start times of regular Board of Director meetings for the period of August 2017 through August 2018.

ACTION:

San Joaquin Hills Transportation Corridor Agency Recommendation: Adopt Resolution No. S2017-03, which identifies the schedule of the regular meetings and start times for the San Joaquin Hills Transportation Corridor Agency to be held at the offices of the Agency located at 125 Pacifica, Irvine, CA 92618, for the period of August 2017 through August 2018. Foothill/Eastern Transportation Corridor Agency Recommendation: Adopt Resolution No. F2017-03, which identifies the schedule of the regular meetings and start times for the Foothill/Eastern Transportation Corridor Agency to be held at the offices of the Agency located at 125 Pacifica, Irvine, CA 92618, for the period of August 2017 through August 2018.


MAILHOUSE SERVICES – CONTRACT AWARD (Alphan Turkeli, Customer Service Program Manager)

FILE NO.: 2017J-020 Printing and mailing of customer correspondences, invoices, statements and violation notices is a significant task for the Agencies. Utilization of a mailhouse


provider with full service printing and mailing experience provides the Agencies the most efficient means of completing this task. The contract with the current provider is expiring and staff conducted a competitive procurement to contract for ongoing services. QuestMark Inc is the lowest responsive and responsible bidder and is experienced in providing the requested services for clients with similar needs and volumes. Based on the staff's analysis of bid results and given that QuestMark has been successfully providing these services to TCA for the last 4 years, staff is confident that these services can be provided for the price proposed. Staff recommends awarding QuestMark Inc a three-year contract with a combined not-to-exceed value of $1,200,000 plus two one-year extension options for printing and mailhouse services.

ACTION:

San Joaquin Hills Transportation Corridor Agency Recommendation:

1. Authorize the Chief Executive Officer (CEO) to execute a three-year contract, plus two one-year extensions, with QuestMark Information Management Inc (QuestMark) for printing and mailing services. The combined cost for the Agencies on a not-to-exceed basis is $1,200,000 with the actual cost allocable to each Agency being determined annually based on reasonable assumptions and methodology.


future contract amendments not to exceed an amount within ten percent ($120,000) of the contract value as allocated to each Agency without further Board of Director’s action. Foothill/Eastern Transportation Corridor Agency Recommendation:

1. Authorize the Chief Executive Officer (CEO) to execute a three-year contract, plus two one-year extensions, with QuestMark for printing and mailing services. The combined cost for the Agencies on a not-to-exceed basis is $1,200,000 with the actual cost allocable to each Agency being determined annually based on reasonable assumptions and methodology.


future contract amendments not to exceed an amount within ten percent ($120,000) of the contract value as allocated to each Agency without further Board of Director’s action.


MARKETING SERVICES (Lisa Ganz, Manager, Marketing and Communications)

FILE NO.: 2017J-026 Marketing and paid advertising are integral components to the Agencies’ communications operations efforts. Marketing is used to inform drivers on how to use and how to pay, as well as to educate and build awareness of the value of The Toll Roads. This amendment will fund the second year of the three-year marketing


plan which includes creative services, production of ads, media placement and analytics provided by DB&M Media.

ACTION: San Joaquin Hills Transportation Corridor Agency Recommendation: Authorize the CEO to execute Amendment 1 to Contract No. K001076 with DB&M Media in the amount of $650,000 for marketing services through June 30, 2018. Foothill/Eastern Transportation Corridor Agency Recommendation: Authorize the CEO to execute Amendment 1 to Contract No. K001076 with DB&M Media in the amount of $650,000 for marketing services through June 30, 2018.

17. JOINT SJHTCA & F/ETCA ITEM STATE AND FEDERAL LEGISLATIVE ADVOCACY SERVICES (Barbie Daly, Director of Government & Legislative Affairs)

FILE NO.: 2017J-027 Staff recommends the Boards authorize Amendment No. 5 to Contract No. K000872 with Robert W. Naylor Advocacy in an amount not-to-exceed $32,640 for the San Joaquin Hills Transportation Corridor Agency and $48,960 for the Foothill/Eastern Transportation Corridor Agency for state legislative advocacy and strategic counseling services through June 30, 2017. Staff recommends the Boards authorize Amendment No. 6 to Contract No. K000655 with Akin Gump Strauss Hauer and Feld, LLP in an amount not-to-exceed $24,000 for the San Joaquin Hills Transportation Corridor Agency and $396,000 for services and $25,000 for expenses for the Foothill/Eastern Transportation Corridor Agency for federal advocacy and legal services through June 30, 2017.

ACTION:


1. Authorize the CEO to execute Amendment No. 5 to Contract No. K000872 with Robert W. Naylor Advocacy in an amount not-to-exceed $32,640 for services through June 30, 2017.

2. Authorize the CEO to execute Amendment No. 6 to Contract No. K000655 with

Akin Gump Strauss Hauer and Feld, LLP in an amount not-to-exceed $24,000 for services through June 30, 2017. Foothill/Eastern Transportation Corridor Agency Recommendation:

1. Authorize the CEO to execute Amendment No. 5 to Contract No. K000872 with Robert W. Naylor Advocacy in an amount not-to-exceed $48,960 for services through June 30, 2017.


2. Authorize the CEO to execute Amendment No. 6 to Contract No. K000655 with

Akin Gump Strauss Hauer and Feld, LLP in an amount not-to-exceed $396,000 for services and $25,000 for expenses through June 30, 2017.

18. F/ETCA ONLY ITEM STRATEGIC PLANNING CONSULTING SERVICES (Mike Chesney, Chief Strategy Officer)

FILE NO.: 2017F-019 Engagement of experienced strategic planning support services in FY18 with strong regional and local knowledge is recommended to support the Agency’s initiative to improve mobility in South Orange County to support overall regional mobility. These contracts, amendments, and task orders will provide staff with continued strategic consulting and outreach services for the long-range strategic planning efforts that benefit mobility in the South Orange County area and the broader Southern California region. The next steps in this outreach effort are to further engage the stakeholders and to educate and communicate the process and next steps of the formal environmental phase on the South County Mobility Improvements.

ACTION: Foothill/Eastern Transportation Corridor Agency Recommendation:

1. Authorize the CEO to execute Task Order No. 3 for Contract No. K000983 with Venture Strategic, Inc. (Irvine, CA) for a not-to-exceed amount of $1,800,000 for services through June 30, 2018.

2. Authorize the CEO to execute Amendment No. 06 for Contract No. K000859 with

Richard Katz Consulting, Inc. (Studio City, CA) for a not-to-exceed amount of $93,600 for services through June 30, 2018.


Latimer Partners, LLC (Santa Monica, CA) for a not-to-exceed amount of $63,600 for services through June 30, 2018.


Packard Government Affairs (Carlsbad, CA) for a not-to-exceed amount of $60,000 for services through June 30, 2018.


Barrios and Associates, LLC/Communications Lab (Orange, CA) for a not-to-exceed amount of $360,000 for services through June 30, 2018.

6. Authorize the CEO to execute Task Order No. 03 for Contract No. K001009 with

Sharon Browning and Associates (Pacific Palisades, CA) for a not-to-exceed amount of $36,000 for services through June 30, 2018.


7. Authorize the CEO to execute Amendment No. 02 for Contract No. K001090 with Kit Cole Consulting (Glendale, CA) for a not-to-exceed amount of $72,000 for services through June 30, 2018.

8. Authorize the CEO to execute Contract No. K001162 with Curt Pringle and

Associates (Anaheim, CA) for a not-to-exceed amount of $72,000 for services through June 30, 2018.

CHIEF EXECUTIVE OFFICER’S REPORT (Michael A. Kraman, Chief Executive Officer)

DIRECTOR’S REPORTS AND NEW BUSINESS

(Chair Ross Chun) (Chair Ed Sachs)

OUTGOING CHAIR RECOGNITION

(Chair Ross Chun)

VII. CLOSED SESSION JOINT SJHTCA & F/ETCA ITEMS CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION

(Subdivisions (a) and (d)(1) of Government Code Section 54956.9)

• In Re Toll Roads Litigation, United States District Court, Central District of California, Case No. 8:16-cv-00262 AG (JCGx))

• Robert Cohen, et al. v. Foothill/Eastern Transportation Corridor Agency et al., United States District Court, Central District of California, Case No. SACV15-1698 DDP (DFMx)

• James E. Watkins v. California Department of Motor Vehicles et al., Orange County Superior Court, Case No. 30-2017

VIII. ADJOURNMENT The next regularly scheduled meeting of the San Joaquin Hills Board of Directors will be held July 13, 2017 at 9:30 a.m. The next regularly scheduled meeting of the Foothill/Eastern Board of Directors will be held July 13, 2017 at 9:30 a.m.

JOINT MEETING OF THE BOARDS OF DIRECTORS

SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY

MINUTES

May 11, 2017 9:30 a.m.

TCA Offices

125 Pacifica, Board Room Irvine, California 92618

I. CALL TO ORDER

INVOCATION (Director Peotter)

PLEDGE OF ALLEGIANCE (Alternate Bilodeau)

ROLL CALL – SAN JOAQUIN HILLS BOARD OF DIRECTORS Chair Ross Chun City of Aliso Viejo Vice-Chair Melody Carruth City of Laguna Hills Director Richard A. Viczorek City of Dana Point Director Christina Shea City of Irvine Director Fred Minagar City of Laguna Niguel Director Ed Sachs City of Mission Viejo Director Scott Peotter City of Newport Beach Director Kathy Ward City of San Clemente Director Brian L. Maryott City of San Juan Capistrano Director Todd Spitzer County of Orange, 3rd District Director Lisa Bartlett County of Orange, 5th District Director Ryan Chamberlain Caltrans, Ex-Officio Member ABSENT: Director Katrina Foley City of Costa Mesa

Director Bert Hack City of Laguna Woods Director Sal Tinajero City of Santa Ana

ROLL CALL – FOOTHILL/EASTERN BOARD OF DIRECTORS Chair Ed Sachs City of Mission Viejo Vice-Chair Christina Shea City of Irvine

Director Joseph L. Muller City of Dana Point Director Scott Voigts City of Lake Forest

Joint Board of Directors Minutes May 11, 2017

Page 2

Director Mark Murphy City of Orange Director Tony Beall City of Rancho Santa Margarita

Director Kathy Ward City of San Clemente Director Brian L. Maryott City of San Juan Capistrano Director Charles Puckett City of Tustin

Director Peggy Huang City of Yorba Linda Director Todd Spitzer County of Orange, 3rd District

Director Lisa Bartlett County of Orange, 5th District Alternate Denis Bilodeau County of Orange, 4th District

Alternate Lucille Kring City of Anaheim Director Ryan Chamberlain Caltrans, Ex-Officio Member

ABSENT:

Director Sal Tinajero City of Santa Ana II. PUBLIC COMMENTS · Jennifer Powers, Ladera Ranch – opposed to proposed routes #9 and #18. There are other

proposed toll road routes and project alignments that would provide regional mobility benefits with less of a detrimental impact.

· Sam Sumitani, Rancho Mission Viejo – Recognize that current plans are merely lines on the maps and still early stages. Request option #9 and #18 be dropped off the proposed plans.

· Jeff Braunstein, Ladera Ranch – Opposed to proposed routes #9 and #18. Proposed beltway option would destroy the communities’ trail asset.

· Pamela Reeder, Ladera Ranch – Opposed to proposed routes #9 and #18. We should work together and support all of South Orange County.

· Joanna Mathews, San Clemente – New homes being built in open areas away from the coast and their developers want new roads at the expense of historical towns that are already developed.

· Tony Hays, San Clemente – Provide information about current traffic flows on the freeways, what percent of traffic is local and what percent is long distance. Impact of advance technologies and systems on future traffic flows should be considered.

· Michelle Schumacher, San Clemente – Have South Orange County be the testing ground for google flying cars, Tesla hyperloop. Opposed to any alignment that has a potential to place a roadway near existing neighborhood, schools, parks, hospitals, recreation facilities, trails or nursing homes.

· Eva O’Keefe, San Clemente – Entered into the record petition with 2,500 electronic signatures and 700 comments to stop the toll road through San Clemente. Eliminate all routes through established neighborhoods.

· Sandy Marquez, San Clemente – Oppose any toll roads through the City of San Clemente. Find alternate routes that don’t destroy neighborhoods and schools.

· Kate Vojtus, San Clemente – Opposed to putting a road through an established neighborhood. Drastic negative effects by putting increased pollution very close to where children and families are living.


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· Greg & Jennifer Gloade, San Clemente – Oppose any toll road that goes through San Clemente, Ladera, Mission and San Juan Capistrano. Best routes might be some of the arterial routes that are being proposed.

III. SAN JOAQUIN HILLS - CONSENT CALENDAR (ITEMS 1-9) ACTIONS: Approve Consent Calendar Items 2-9.

MOTION: Carruth SECOND: Shea VOTE: Unanimous

Item #1 Approval of Minutes was pulled by Director Ward and voted on separately. 1. APPROVAL OF MINUTES (Martha M. Ochoa, Clerk of the Board) FILE NO.: 2017J-001

Approval of the minutes of the April 13, 2017 Joint Meeting of the San Joaquin Hills Transportation Corridor Agency and the Foothill/Eastern Transportation Corridor Agency.

ACTION: Approve minutes. Director Ward pulled the item for discussion regarding the comments from public speakers and stated that comments weren’t reflected in the public record. General Counsel was asked about the policy direction of the Board on the purpose of the minutes. General Counsel advised the Board that the minutes are to be a general summary of what was discussed, the minutes aren’t required to include every statement that is made, there is also a full record which is a matter of public record, which is the tape recording of the meeting.

MOTION: Shea SECOND: Peotter VOTE: Unanimous

Recommendation: Minutes should be succinct, include the name of speaker, the topic and their position. The full recordings of Board meetings shall be placed onto the Agencies website, available for the public to view. Staff to provide an update to the Board at the June 8, 2017 Joint Meeting of the Boards on the status making Board meeting recordings available on the website. 2. COMMITTEE REPORTS (Martha M. Ochoa, Clerk of the Board) FILE NO.: 2017J-002 ACTION: Receive and file. 3. QUARTERLY PROCUREMENT REPORT (Coleen Franco, Director, Contracts and Procurement) FILE NO.: 2017J-003


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Per the procedures identified in the Contracts and Procurement Services Policies and Procedures Manual, adopted by the Boards of Directors in 2016, staff is providing a quarterly report of procurement activity for the 3nd quarter of fiscal year 2017. The attachments to this report identify all requisitions and contract actions authorized between January 1 and March 31, 2017.

ACTION: Receive and File 4. REGIONAL TRANSPORTATION PLANNING CONSULTANT SUPPORT

SERVICES (Valarie McFall, Chief Environmental Planning Officer) FILE NO.: 2017J-018 The contract amendment provides staff with continued air quality modeling

technical assistance for the Agencies capital improvement program. Dr. Sherwood has a broad understanding of the Agencies on-going needs and has extensive experience assisting the Agencies as a technical liaison with SCAG, AQMD and OCTA. Dr. Sherwood will continue to assist the Agencies by ensuring regional policies, plans and programs include and support the completion and operation of The Toll Roads. Staff recommends the Boards authorize the CEO to execute a contract amendment with Dr. Arnold Sherwood to provide regional transportation planning consultant support services.

ACTION:

1. Authorize the chief executive officer (CEO) to enter into Contract K000975 with Arnold Sherwood to provide regional transportation planning consultant services.

2. Authorize the CEO to execute an amendment to Contract K000975 with Arnold Sherwood (Contract K000975) to provide regional transportation planning consultant services at a cost not-to-exceed $8,003.

3. Authorize the CEO to make additional changes deemed necessary and execute future contract amendments within five percent ($400) of the above contract amount without further action by the Board of Directors.

5. CONTRACT AMENDMENT FOR ON-CALL BIOLOGICAL SUPPORT

SERVICES TO INCLUDE THE SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY (SJHTCA)

(Doug Feremenga, Manager, Environmental Planning) FILE NO.: 2017J-030 On May 12, 2016, the F/ETCA Board approved the award of Contract K001110 to

Land IQ. Staff is recommending the contract be amended by F/ETCA and authorized by SJHTCA to allow Land IQ to provide similar on-call biological support services to both agencies. This allows for economies of scale, reduced expenditures, and administrative costs, and ensures consistency across Agencies. This is a zero-dollar contract amendment and each task order will be brought forward to the respective Board prior to authorizing work.


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ACTION: Authorize the Chief Executive Officer (CEO) to amend Contract No. K001110 with Land IQ to add San Joaquin Hills Transportation Corridor Agency (SJHTCA) as a party to the existing Foothill/Eastern Transportation Corridor Agency (F/ETCA) contract to provide on-call biological consulting services.

6. TOLL ENFORCEMENT PATROL SERVICES CONTRACT

(Stephen Lee, Acting Program Manager, Violation Processing & Debt Compliance) FILE NO.: 2017J-021

The Agencies contract with the State of California for use of CHP officers for toll violation enforcement services through June 30, 2019. The primary purpose for utilizing CHP is to deter violators and enforce compliance of egregious violators. CHP officers cite motorists whose vehicles do not have a transponder and are using the roads without license plates or obscured plates to purposely avoid toll payment. In addition, the officers are given a weekly “hot-list” which provides detailed information regarding specific repeat violators. This program is successful in controlling the growth-rate of no-plate and obscured plate violation occurrences.

ACTION:

1. Authorize the Chief Executive Officer (CEO) to execute amendments to contracts K000052 and K000053 with the California Highway Patrol (CHP) for Toll Enforcement Patrol Services extending the term for two years through June 30, 2019 with a not to exceed amount of $288,000 (K000052 for $100,800 and K000053 for $187,200).

2. Authorize the CEO to make additional changes deemed necessary and execute future contract amendments not to exceed an amount within five percent ($14,400) of the above contract values without further Board of Director’s action.

7. JUDGMENT RECOVERY SERVICES


Contract K000673 to Judgment Recovery Assistance, LLC (JRA) provides recovery services for civil judgments awarded to the Agencies, as allowed under the California Vehicle Code. These services are necessary to support toll compliance against egregious violators and scofflaws. JRA has performed adequately under the terms of the existing contract and staff is recommending an extension of the contract with JRA.

ACTION:

1. Authorize the Chief Executive Officer (CEO) to execute an amendment to contract K000763 with Judgment Recovery Assistance, LLC (JRA) for, extending the term for two years through June 30, 2019 with a not to exceed amount of $187,200.

2. Authorize the CEO to execute additional amendments within ten percent ($18,720) of the contract amendment value without further Board of Director’s action.


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8. INVESTMENT REPORTS – AS OF MARCH 31, 2017 (Daryn Martin, Manager of Treasury Operations) FILE NO.: 2017S-003 Enclosed are the quarterly investment reports for the San Joaquin Hills

Transportation Corridor Agency (SJHTCA) as of March 31, 2017. As of March 31, 2017, all indenture funds are invested in accordance with the permitted investment section of the respective indentures and all non-indenture funds are invested in compliance with both the California Government Code and SJHTCA Investment Policy.

ACTION: Receive and file. 9. THIRD QUARTER FISCAL YEAR 2017 BUDGET STATUS REPORT (Maria Fazio, Manager, Budget and Planning) FILE NO.: 2017S-004 Through the end of the third quarter of FY17, the San Joaquin Hills Transportation

Corridor Agency received a total of $139.4 million in revenue, or 75.1% of the annual budget. Net Toll Revenue, Fees, and Interest Earnings were above target at 77.1%, 76.4%, and 121.4%, respectively. Penalties and Development Impact Fees were under target at 64.9% and 58.2%, respectively. Total expenditures were at $113.3 million or 81.1% of the annual amended budget through the end of the third quarter. Administration, Planning, Environmental and Construction, and Toll Operations were below the annual budget at 66.4%, 2.5%, and 63.5%, respectively. Debt was at an expected 84.4%.

ACTION: Receive and file. IV. FOOTHILL/EASTERN - CONSENT CALENDAR (ITEMS 1-7, 10-13) ACTIONS: Approve Consent Calendar Items 1-7, 10-13.

MOTION: Voigts SECOND: Puckett VOTE: Unanimous

Item #1 Approval of Minutes Approved with supplementary recommendation provided by the San Joaquin Hills Corridor Agency Board. Item #1 Approval of Minutes Alternate Kring abstained. 1. APPROVAL OF MINUTES (Martha M. Ochoa, Clerk of the Board) FILE NO.: 2017J-001

Approval of the minutes of the April 13, 2017 Joint Meeting of the San Joaquin Hills Transportation Corridor Agency and the Foothill/Eastern Transportation Corridor Agency.


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ACTION: Approve minutes. Director Ward pulled the item for discussion regarding the comments from public speakers and stated that comments weren’t reflected in the public record. General Counsel was asked about the policy direction of the Board on the purpose of the minutes. General Counsel advised the Board that the minutes are to be a general summary of what was discussed, the minutes aren’t required to include every statement that is made, there is also a full record which is a matter of public record, which is the tape recording of the meeting. Recommendation: Minutes should be succinct, include the name of speaker, the topic and their position. The full recordings of Board meetings shall be placed onto the Agencies website, available for the public to view. Staff to provide an update to the Board at the June 8, 2017 Joint Meeting of the Boards on the status making Board meeting recordings available on the website. 2. COMMITTEE REPORTS (Martha M. Ochoa, Clerk of the Board) FILE NO.: 2017J-002 ACTION: Receive and file. 3. QUARTERLY PROCUREMENT REPORT (Coleen Franco, Director, Contracts and Procurement) FILE NO.: 2017J-003 Per the procedures identified in the Contracts and Procurement Services Policies

and Procedures Manual, adopted by the Boards of Directors in 2016, staff is providing a quarterly report of procurement activity for the 3nd quarter of fiscal year 2017. The attachments to this report identify all requisitions and contract actions authorized between January 1 and March 31, 2017.

ACTION: Receive and File 4. REGIONAL TRANSPORTATION PLANNING CONSULTANT SUPPORT

SERVICES (Valarie McFall, Chief Environmental Planning Officer) FILE NO.: 2017J-018 The contract amendment provides staff with continued air quality modeling

technical assistance for the Agencies capital improvement program. Dr. Sherwood has a broad understanding of the Agencies on-going needs and has extensive experience assisting the Agencies as a technical liaison with SCAG, AQMD and OCTA. Dr. Sherwood will continue to assist the Agencies by ensuring regional policies, plans and programs include and support the completion and operation of The Toll Roads. Staff recommends the Boards authorize the CEO to execute a contract amendment with Dr. Arnold Sherwood to provide regional transportation planning consultant support services.


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ACTION: 1. Authorize the chief executive officer (CEO) to amend Contract K000975 with

Arnold Sherwood to add SJHTCA as a party to the existing F/ETCA contract to provide regional transportation planning consultant services.

2. Authorize the CEO to execute an amendment to Contract K000975 with Arnold Sherwood (Contract K000975) to provide regional transportation planning consultant services at a cost not-to-exceed $16,897.

3. Authorize the CEO to make additional changes deemed necessary and execute future contract amendments within five percent ($845) of the above contract amount without further action by the Board of Directors.

5. CONTRACT AMENDMENT FOR ON-CALL BIOLOGICAL SUPPORT

SERVICES TO INCLUDE THE SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY (SJHTCA)

(Doug Feremenga, Manager, Environmental Planning) FILE NO.: 2017J-030 On May 12, 2016, the F/ETCA Board approved the award of Contract K001110 to

Land IQ. Staff is recommending the contract be amended by F/ETCA and authorized by SJHTCA to allow Land IQ to provide similar on-call biological support services to both agencies. This allows for economies of scale, reduced expenditures, and administrative costs, and ensures consistency across Agencies. This is a zero-dollar contract amendment and each task order will be brought forward to the respective Board prior to authorizing work.

ACTION: Authorize the Chief Executive Officer (CEO) to amend Contract No. K001110 with

Land IQ to add San Joaquin Hills Transportation Corridor Agency (SJHTCA) as party to the existing Foothill/Eastern Transportation Corridor Authority (F/ETCA) contract to provide on-call biological consulting services.

6. TOLL ENFORCEMENT PATROL SERVICES CONTRACT


The Agencies contract with the State of California for use of CHP officers for toll violation enforcement services through June 30, 2019. The primary purpose for utilizing CHP is to deter violators and enforce compliance of egregious violators. CHP officers cite motorists whose vehicles do not have a transponder and are using the roads without license plates or obscured plates to purposely avoid toll payment. In addition, the officers are given a weekly “hot-list” which provides detailed information regarding specific repeat violators. This program is successful in controlling the growth-rate of no-plate and obscured plate violation occurrences.


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ACTION: 1. Authorize the Chief Executive Officer (CEO) to execute amendments to contracts

K000029 and K000030 with CHP for Toll Enforcement Patrol Services extending the term for two years through June 30, 2019 with a not to exceed amount of $642,000 (K000029 for $158,720 and K000030 for $483,280).

2. Authorize the CEO to make additional changes deemed necessary and execute future contract amendments not to exceed an amount within five percent ($32,100) of the above contract values without further Board of Director’s action.

7. JUDGMENT RECOVERY SERVICES


Contract K000673 to Judgment Recovery Assistance, LLC (JRA) provides recovery services for civil judgments awarded to the Agencies, as allowed under the California Vehicle Code. These services are necessary to support toll compliance against egregious violators and scofflaws. JRA has performed adequately under the terms of the existing contract and staff is recommending an extension of the contract with JRA.

ACTION:

1. Authorize the Chief Executive Officer (CEO) to execute an amendment to contract K000763 with Judgment Recovery Assistance, LLC (JRA) for Judgment Recovery Services, extending the term for two years through June 30, 2019 with a not to exceed amount of $124,800.

2. Authorize the CEO to execute additional amendments within ten percent ($12,480) of the contract amendment value without further Board of Director’s action.

10. INVESTMENT REPORTS – AS OF MARCH 31, 2017 (Daryn Martin, Manager of Treasury Operations) FILE NO.: 2017F-003 Enclosed are the quarterly investment reports for the Foothill/Eastern

Transportation Corridor Agency (F/ETCA) as of March 31, 2017. As of March 31, 2017, all indenture funds are invested in accordance with the permitted investment section of the respective indentures and all non-indenture funds are invested in compliance with both the California Government Code and F/ETCA Investment Policy.

ACTION: Receive and file 11. THIRD QUARTER FISCAL YEAR 2017 BUDGET STATUS REPORT (Maria Fazio, Manager, Budget and Planning) FILE NO.: 2017F-004

Through the end of the third quarter of FY17, the Foothill/Eastern Transportation Corridor Agency received a total of $145.8 million in revenue, or 75.7% of the annual budget. Net Toll Revenue, Fees, Interest Earnings, and Other Revenue were


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above target at 76.4%, 75.3%, 109.0%, and 77.5%, respectively. Penalties and Development Impact Fees are below target at 70.9% and 69.0%, respectively. Total expenditures were at $114.5 million or 57.5% of the annual amended budget at the end of the third quarter of the fiscal year. Administration, Planning, Environmental and Construction, and Toll Operations were below the annual budget at 61.7%, 17.6%, and 64.0%, respectively. Debt was at an expected 75.0%.

ACTION: Receive and file. 12. HVAC MAINTENANCE CONTRACT – PACIFICA BUILDING (Kurt Machtolf, Facilities Manager) FILE NO.: 2017F-020 AMP Mechanical is currently under contract to provide HVAC maintenance

services for the Pacifica building; however, the contract expires on June 30, 2017. The contract is being extended to provide continued non-warranty repair services as required during the period that the contractor is required to be under contract to provide warranty work on the new HVAC system. Staff recommends a one-year extension to the current maintenance contract at a cost of $27,560.

ACTION:

1. Authorize the chief executive officer (CEO) to execute Amendment No. 8 to Contract No. K000465 with AMP Mechanical, Inc. in the amount of $27,560 for Pacifica building HVAC maintenance and as- needed repair services.

2. Authorize the CEO to execute additional amendments to this contract up to 10 percent ($2,756) of the above authorization amount without further Board action.

13. ANNUAL MITIGATION MONITORING PROGRAM STATUS REPORT;

EASTERN TRANSPORTATION CORRIDOR (STATE ROUTE 133, 261 AND PORTIONS OF THE 241)

(Valarie McFall, Chief Environmental Planning Officer) FILE NO.: 2017F-014 Mitigation measures adopted as part of the ETC Environmental Impact Report No.

2 (SR 133, 261 and portions of 241) for the F/ETCA have been successfully implemented with three long-term mitigation measures remaining for implementation. These mitigation measures include: (1) post-construction monitoring of the Wildlife Safety Fence; (2) continued monitoring of the Limestone Canyon Mitigation Site; and (3) continuation of the Agency’s cowbird trapping program. Another update on the status of the remaining mitigation measures will be provided to the Board in 2018.

ACTION: Receive and file.


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V. BOARD BUSINESS (ITEMS 14-16)

14. JOINT SJHTCA & F/ETCA ITEM ON-CALL CONSTRUCTION ENGINEERING MANAGEMENT CONSULTING SERVICES (David Lowe, Chief Engineer)

FILE NO.: 2017J-017 Over the next five years, the Agencies will have the need for construction engineering management consultant services for various Agency projects, including Oso Bridge, the 241/91 Express Connector, the South County Mobility Improvement project approval/environmental document and various signing and roadway enhancements. A request for statement of qualifications was recently issued and the results of the procurement process are included in this report. Staff anticipates that up to three firms are needed to support these efforts and recommends the three top ranked firms be awarded on-call contracts. No work is authorized as part of this report. Any specific task orders to be performed will be brought to the appropriate Board (or Boards) in the future for authorization.

ACTION:

San Joaquin Hills Transportation Corridor Agency Recommendation: Authorize the Chief Executive Officer to enter into agreements with CALTROP Corporation, AECOM Technical Services, Inc. and Jacobs Project Management Co. to provide on-call construction engineering management consulting services for a term of three years, with two one-year extension options.

Foothill/Eastern Transportation Corridor Agency Recommendation: Authorize the Chief Executive Officer to enter into agreements with CALTROP Corporation, AECOM Technical Services, Inc. and Jacobs Project Management Co. to provide on-call construction engineering management consulting services for a term of three years, with two one-year extension options.

Discussion was held among the Board regarding current firms contracted by TCA for projects and the purpose to hire additional firms. Additional discussion was held regarding the scope of work for the recommended firms and the benefits of their areas of expertise. Discussion was held regarding task orders and the requirements on the amount for Board approval. Additional discussion was held regarding providing update at committees regarding future task orders. SJHTCA F/ETCA MOTION: Carruth MOTION: Murphy SECOND: Shea SECOND: Huang OPPOSED: Ward OPPOSED: Ward

VOTE: Passed (10-1) VOTE: Passed (12-1) Director Voigts was not present for the vote.


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15. JOINT SJHTCA & F/ETCA ITEM AMENDMENT OF PRIOR APPROVAL OF THE MEMORANDUM OF UNDERSTANDING (MOU) FOR CONTINUED OPERATION OF THE CENTER FOR DEMOGRAPHIC RESEARCH (CDR) AT CALIFORNIA STATE UNIVERSITY, FULLERTON (CSUF) (Valarie McFall, Chief Environmental Planning Officer)

FILE NO.: 2017J-033 The attached MOU is a result of a collaborative effort by CDR Sponsors and CSUF, for continued support of the operation of CDR for the next three years. The TCA entered into an agreement to sponsor CDR in 1996, and has continued this arrangement since that time. The attached MOU provides for the continued operation of CDR for three additional years. The Boards authorized the execution of the three-year MOU at their April 13, 2017 meeting. There were; however, some inconsistencies in the staff report that staff is addressing with this amendment. Specifically, the staff report face sheet has been corrected to reflect that the Agencies will each contribute $141,002.63 for a combined total amount of $282,005.26. In addition, the MOU (Attachment 1) has been replaced in its entirety. There were revisions to pages 12 and 13 of the MOU that were requested by CSUF, prior to the Board meeting, but were not reflected in the original attachment. Page 12 adds CSUF as signatory to the MOU and page 13 clarifies the space rent line items, which now reflect the total office space rent being paid directly by CSUF. The prior version showed a 60/40 split for office space between the University’s ASC and CSUF, respectively; now CSUF will officially pay 100 percent of the space rent, as well as the $16,429 per year contribution towards the Administrative Assistant Salary for a total of $288,504.60 over the three-year MOU period. These clarifications do not affect the sponsorship dollars for any of the Sponsors. The amounts approved by the Boards in April remain unchanged. Staff recommends that the San Joaquin Hills and Foothill/Eastern Transportation Corridor Agencies each amend their prior approvals and approve Staff’s recommendations to enter into a MOU with CSUF ASC for the continued operation of the CDR through June 30, 2020.

ACTION: San Joaquin Hills Transportation Corridor Agency Recommendation: Authorize the Chief Executive Officer (CEO) to execute a three-year MOU in the amount of $141,002.63 by and between the CDR Sponsors (Sponsors) and CSUF for the continuation of a demographic unit within CSUF to provide countywide demographic and associated information. Foothill/Eastern Transportation Corridor Agency Recommendation: Authorize the CEO to execute a three-year MOU in the amount of $141,002.63 by and between the CDR Sponsors and CSUF for the continuation of a demographic unit within CSUF to provide countywide demographic and associated information.


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Staff provided an update regarding the changes to the MOU that occurred after the approval of this item at the April 13, 2017 meeting. Deborah Diep, Director of the Center for Demographic Research, CSUF clarified changes made to the previously approved MOU and advised the item will be also returning to the County of Orange for approval of the revised MOU. SJHTCA F/ETCA MOTION: Peotter MOTION: Puckett SECOND: Carruth SECOND: Shea VOTE: Unanimous (11-0) VOTE: Unanimous (13-0) Director Voigts was not present for the vote. 16. JOINT SJHTCA & F/ETCA ITEM

SOUTHERN CALIFORNIA ASSOCIATION OF GOVERNMENTS REPRESENTATION (Barbie Daly, Director of Government & Legislative Affairs)

FILE NO.: 2017J-019 SCAG is the largest metropolitan planning organization in the nation representing 18 million residents in six counties and 191 cities in Southern California. TCA has been a member of SCAG’s Regional Council since 2010 as all of the Agencies’ roads are included in their Regional Transportation Plans. Given the significance of SCAG’s role in regional mobility planning it is important that TCA maintains its continuity as a member on the Regional Council. Chair Chun currently represents the Agencies on the Regional Council, but is stepping down at the end of June. At this time, staff is recommending the Boards of Directors nominate a TCA representative to serve on the SCAG Regional Council.

ACTION: San Joaquin Hills Transportation Corridor Agency Recommendation: Nominate a single representative from the San Joaquin Hills or Foothill/Eastern Transportation Corridor Agencies Boards of Directors to jointly represent the Agencies on the Southern California Association of Governments (SCAG) Regional Council. Foothill/Eastern Transportation Corridor Agency Recommendation: Nominate a single representative from the Foothill/Eastern or San Joaquin Hills Transportation Corridor Agencies Boards of Directors to jointly represent the Agencies on the Southern California Association of Governments (SCAG) Regional Council.

SJHTCA F/ETCA MOTION: Shea MOTION: Shea SECOND: Chun SECOND: Bartlett VOTE: Unanimous (11-0) VOTE: Unanimous (13-0) Director Voigts was not present for the vote. Recommendation: Appoint Director Huang as TCA’s Representative to the Southern California Association of Government Regional Council.


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CHIEF EXECUTIVE OFFICER’S REPORT

(Michael A. Kraman, Chief Executive Officer) · Traffic and Revenue Update

o SJHTCA – Transactions for the month of April up 4.1%, revenue up 6.1% o F/ETCA – Transactions for the month of April up 6.0%, revenue up 9.0%. o Saturday April 22, 2017 combined numbers for traffic and revenue set an all-

time high for a Saturday since inception. · May 25, 2017 Operations and Finance Committee from 11:30am to 2:00 p.m., will

provide a presentation of the proposed budget scheduled for approval on the June 8, 2017 Joint Meeting of the Boards.

· Orange County Leadership Symposium, focused on leadership training and development, sponsored by ACCOC and the Cal State Center for Leadership, will be held on Fridays in the month of October and first Friday of November.

· Amy Potter, Chief Financial Officer – S&P Global Ratings upgraded the SJHTCA senior lien bonds to BBB from BBB and upgraded the SJHTCA junior-lien bonds to BBB- from BB+. Main reason is the strong performance of the roads, transactions and revenue are exceeding traffic and revenue projections and the Boards financial responsibility and commitment to following the plan of finance and making sure the Agency is financially responsible.

· Valarie McFall, Chief Environmental Planning Officer – TCA was presented SCAG’s highest achievement award, the Sustainability Award for the recent SR 241 Foothill-South and Tesoro Extensions Settlement Agreement approved by the Foothill/Eastern Board in November.

· Samuel Johnson, Chief Toll Operations Officer – On April 29, 2017, the Agencies completed the transition to its new customer service operations partner, Faneuil. Faneuil offered positions to all staff and 80% chose to continue working for the new partner. As of the transition date, all 142 projected positions were filled in all 3 locations: Irvine, San Clemente and remote call center in Orlando Florida.

· Lisa Telles, Chief Communications Officer – The Agencies’ are approaching one million open accounts for FasTrak and ExpressAccounts. Staff is tracking when it happens and will be awarding a month of free tolls to a new customer on the day the one millionth account is opened, and will also award a month of free tolls for a current account holder who drives that day.

DIRECTOR’S REPORTS AND NEW BUSINESS (Chair Ross Chun) · Congratulated TCA on the upgrade of the bond ratings, was able to travel with Mr.

Kraman and Ms. Potter to meet with the Bond Rating Agencies. Attended the SCAG General Assembly Meeting and recognized Mr. Kraman for his leadership and the hard work of TCA staff.

(SJH Vice-Chair Carruth) · Thanked Chair Chun for his outstanding service as TCA’s SCAG representative. (Director Ward) · Had questions regarding the format for the June 5, 2017 public forum. Stated the City

of San Clemente will follow up with a correspondence to the CEO.


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(Ryan Chamberlain) · Provided an update on Caltrans workers and a reminder that distractive driving is

dangerous and can kill. (Director Spitzer) · Shared information regarding the California Transportation Foundation which

provides funds that assist families of Caltrans workers.

VI. CLOSED SESSION JOINT SJHTCA & F/ETCA ITEMS CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION

(Subdivisions (a) and (d)(1) of Government Code Section 54956.9)

· In Re Toll Roads Litigation, United States District Court, Central District of California, Case No. 8:16-cv-00262 AG (JCGx))

· Robert Cohen, et al. v. Foothill/Eastern Transportation Corridor Agency et al., United States District Court, Central District of California, Case No. SACV15-1698 DDP (DFMx)

Closed Session did not occur. VII. ADJOURNMENT

· The next regularly scheduled meeting of the San Joaquin Hills Board of Directors will be held June 8, 2017 at 9:30 a.m.

· The next regularly scheduled meeting of the Foothill/Eastern Board of Directors will be

held June 8, 2017 at 9:30 a.m.

· Meeting adjourned at 10:57 a.m.

JOINT PROGRAMS & PROJECTS COMMITTEE REPORT

DATE: June 8, 2017 TO: Members of Board of Directors FROM: David Lowe, Chief Engineer SUBJECT: Joint Capital Programs & Projects Committee Meeting – May 18, 2017 Present: Chuck Puckett, Mark Murphy, Melody Carruth, Ross Chun, Joseph Muller,

Christina Shea, Scott Voigts Absent: Lisa Bartlett, Todd Spitzer Committee Discussion

A. FISCAL YEAR 2018 CAPITAL IMPROVEMENT PLAN

Staff presented the annual Capital Improvement Plan which outlines the status of all major improvement projects anticipated by the Agencies. Each year, the projects are updated and costs are developed for use in preparing the annual budget. Project priorities and the availability of funds help determine the projects selected for implementation and the funding allocations. Specific projects discussed included the following:

241@Jeffrey Road Interchange Study David Lowe reviewed the proposed study to look into a potential interchange of the SR 241 at future Jeffrey Road. Mr. Kraman noted that this interchange will add traffic to the system and include truck utilization. Director Shea asked for an update of the projects with the city. Mr. Kraman indicated staff is also working with OC Waste and Recycling. Director Carruth asked if the roads are engineered differently for trucks. Mr. Kraman said the engineering is different for truck climbing lanes. Director Carruth also asked if Loma Ridge has law enforcement training in that area? Mr. Kraman said it has not come up. 133@Trabuco Road Interchange Coordination David Lowe described the proposed location of the interchange at the 133 and Trabuco Road (now Great Park Boulevard). Director Shea asked if she could discuss this with her city. Mr. Kraman said yes, the project is in the project initiation document phase.

Joint Capital Programs & Projects Committee May 18, 2017 Page 2

73/Jamboree Interchange David Lowe noted that two of the ramps at the 73/Jamboree Road Interchange were deferred during the original construction of the 73 Toll Road. An easement was obtained during the original design of the 73 toll road which would provide space for the eastbound Jamboree to northbound 73 on ramp within the Fletcher Jones auto dealership parcel. The City of Newport Beach has requested that the Agency relinquish this easement to allow for expansion of the auto dealership. TCA staff has worked with Caltrans and the cities of Newport Beach and Irvine to investigate alternative interchange configurations which would allow for the relinquishment of the easement, yet still allow options should the interchange move forward. Director Muller and other Committee members asked if staff had considered the monetary value of the easement and requested staff to consider other options. Director Muller asked why TCA does not sell the easement for Ramp JR-5 to the auto dealership? Staff will research and follow up with his questions.

Recommendation: Staff is seeking Committee approval to recommend this item to the Board of Directors at the June 8, 2017 Board meeting. MOTION: Puckett SECOND: Murphy VOTE: Unanimous

B. FISCAL YEAR 2018 AUTHORIZATION FOR DESIGN/PROGRAM

MANAGEMENT AND SPECIALTY SERVICES David Lowe reported that the Agencies utilize design and program management consultant services for activities to augment the small in-house staff and provide technical expertise for planning, design oversight and delivering Capital Improvement Plan projects along with toll systems implementation operation review activities. Staff has reviewed the Capital Improvement Plan workplan for FY18 and identified the design/program management consultant support needed to complete those efforts. Recommendation: Staff is seeking Committee approval to recommend this item to the Board of Directors at the June 8, 2017 Board meeting. MOTION: Carruth SECOND: Voigts VOTE: Unanimous

JOINT OPERATIONS & FINANCE COMMITTEE REPORT

DATE: June 8, 2017 TO: Members of Board of Directors FROM: Martha M. Ochoa, Clerk of the Board SUBJECT: Joint Operations & Finance Committee Meeting – May 25, 2017 Present: Ross Chun, Ed Sachs, Lisa Bartlett, Peggy Huang, Fred Minagar, Joseph

L. Muller, Scott Peotter, Charles Puckett, Christina Shea, Scott Voigts, Richard A. Viczorek

Alternate Denis Bilodeau, Alternate Cynthia Conners, Alternate Janine Heft Absent: Tony Beall, Katrina Foley, Brian Maryott, Jose F. Moreno, Mark Murphy,

Todd Spitzer, Sal Tinajero, Kathy Ward Committee Discussion

1. SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY FISCAL YEAR 2018 ANNUAL BUDGET

(Amy Potter, Chief Financial Officer)

The fiscal year 2018 annual budget was presented in detail at the Budget Workshop on April 19, 2017. At the Joint Operations & Finance Committee Meeting, Chief Financial Officer Amy Potter presented an overview of the fiscal year 2018 annual budget including the fiscal year 2018 initiatives, toll rate recommendation, sources and expenditures, debt service coverage ratios, unrestricted cash, reserves, and the following staff recommendation: Approve Resolution No. S2017-02 entitled “A Resolution of the Board of Directors of the San Joaquin Hills Transportation Corridor Agency Approving the Budget for Fiscal Year 2018” in the amount of $138,853,369. Recommendation: Staff is seeking Committee approval to recommend this item to the Board of Directors at the June 8, 2017 Board meeting. SJHTCA: MOTION: Shea SECOND: Minagar VOTE: Unanimous

Joint Operations & Finance Committee May 25, 2017 Page 2

2. FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY FISCAL

YEAR 2018 ANNUAL BUDGET

(Amy Potter, Chief Financial Officer)

The fiscal year 2018 annual budget was presented in detail at the Budget Workshop on April 19, 2017. At the Joint Operations & Finance Committee Meeting, Chief Financial Officer Amy Potter presented an overview of the fiscal year 2018 annual budget including the fiscal year 2018 initiatives, toll rate recommendation, sources and expenditures, debt service coverage ratios, unrestricted cash, reserves, and the following staff recommendation: Approve Resolution No. F2017-02 entitled “A Resolution of the Board of Directors of the Foothill/Eastern Transportation Corridor Agency Approving the Budget for Fiscal Year 2018” in the amount of $221,444,437. Recommendation: Staff is seeking Committee approval to recommend this item to the Board of Directors at the June 8, 2017 Board meeting. F/ETCA: At the request of the Chair, this item was moved to be presented for consideration by the Board at the June 8, 2017 meeting.

3. MAILHOUSE SERVICES – CONTRACT AWARD

(Alphan Turkeli, Program Manager, Customer Service) Staff presented the Committee with the results of the Invitation for Bid (IFB) issued to procure Mailhouse Services. Information presented to the Committee included the annual mailing volumes, IFB results, and information about the winning bidder QuestMark. The Committee had questions and discussions about annual mailing volumes, assurities on proposal pricing, postage costs and the impact of moving to paperless statements on the Mailhouse contract. Staff clarified that the volumes used are estimates and that pricing is locked at the individual item level for paper, envelopes, mailing, etc. Postage costs are not included in the contract value as it is required to be passed through to the agency at cost, without any markup. Staff also shared that the completed implementation of the paperless statements will result in some additional savings and was accounted for in the structure of the IFB pricing. Recommendation: Staff is seeking Committee approval to recommend this item to the Board of Directors at the June 8, 2017 Board meeting.


SJHTCA: MOTION: Peotter SECOND: Minagar VOTE: Unanimous F/ETCA: At the request of the Chair, this item was moved to be presented for consideration by the Board at the June 8, 2017 meeting.

4. BIOLOGICAL SERVICES TASK ORDERS

(Valarie McFall, Chief Environmental Planning Officer)

The Agencies are required to monitor, assess and report on their mitigation sites and uses biological consulting firms to manage these efforts. Upon completion of a competitive request for proposals (RFP) process in 2016, the SJHTCA and F/ETCA Boards awarded contracts to Psomas and Land IQ, LLC for biological support services. The contracts provide staff support for various biological tasks, including: mitigation site assessments, habitat assessments, biological analyses, document reviews, and miscellaneous activities. To continue performing the needed biological services, staff is recommending the issuance of TO-006 with Psomas to provide on-road biological fieldwork and TO-002, TO-003 and TO-004 to Land IQ, LLC to provide mitigation site and biological support for the Upper Chiquita Conservation Area. Recommendation: Staff is seeking Committee approval to present this item for consideration by the Boards of Directors for approval at the June 8, 2017 meeting. SJHTCA MOTION: Peotter SECOND: Minagar VOTE: Unanimous F/ETCA At the request of the Chair, this item was moved to be presented for consideration by the Board at the June 8, 2017 meeting.

5. STATE AND FEDERAL LEGISLATIVE ADVOCACY SERVICES

(Barbie Daly, Director of Government & Legislative Affairs)

Staff presented the state and federal legislative advocacy contracts that were up for renewal; Robert W. Naylor Advocacy and Akin Gump Strauss Hauer and Feld, LLP. An overview of the FY 17 goals and achievements


was provided as well as a preview of the key areas of focus for FY 18. There was discussion about the contract values and scope-of-work for each consultant. Recommendation: Staff is seeking Committee approval to recommend this item to the Board of Directors at the June 8, 2017 Board meeting. SJHTCA F/ETCA MOTION: Sachs MOTION: Sachs SECOND: Bartlett SECOND: Puckett VOTE: Unanimous VOTE: Unanimous

6. STRATEGIC PLANNING CONSULTING SERVICES

(Mike Chesney, Chief Strategy Officer)

Staff presented the Committee with a list of contracts within the Strategic Planning Department that will be coming before the Boards as part of the FY 18 budget. There was discussion about the contract values and scope-of-work for each consultant. Recommendation: Staff is seeking Committee approval to recommend this item to the Board of Directors at the June 8, 2017 Board meeting. F/ETCA MOTION: Voigts SECOND: Shea VOTE: Passed Director Bartlett recused herself and did not participate in this item. Director Peotter was not present for the vote.

COMMITTEE TRANSMITTAL DATE: June 8, 2017 TO: Members of Boards of Directors FROM: Valarie McFall, Chief Environmental Planning Officer SUBJECT: On-Call Coastal Hydraulic Consulting Services Joint Environmental Committee Meeting – April 20, 2017 Present: Ross Chun, Christina Shea, Chuck Puckett, Kathy Ward Absent: Melody Carruth, Joseph Muller, Ed Sachs, Todd Spitzer Committee Discussion

Over the next five years, the Agencies will have the need for coastal hydraulics investigations both at the coast and inland for various projects. As a result of the procurement process, staff recommends the two top-ranked firms, Moffatt & Nichol and West Consultants, Inc., be awarded the on-call contracts. No work is authorized as part of the approval of the on-call list. In the future, any specific task order to be performed will be brought to the appropriate Board (or Boards) for authorization. Director Chun asked whether staff had an idea of how many task orders will be issued under this contract in FY18. Staff responded that task orders will be issued as needed, but staff anticipates at least two-to-three based on the number of planned Capital Improvement Projects over the next five years. Recommendation: Staff is seeking Committee approval to present this item for consideration by the Boards of Directors for approval at the June 8, 2017 meeting MOTION: Puckett SECOND: Shea VOTE: Unanimous

125 Pacifica, Irvine, CA 92618 949/754-3400 FAX 949/754-3467

DATE: June 8, 2017 TO: San Joaquin Hills Transportation Corridor Agency Board of Directors

Foothill/Eastern Transportation Corridor Agency Board of Directors FROM: Valarie McFall, Chief Environmental Planning Officer SUBJECT: On-Call Coastal Hydraulic Consulting Services STAFF RECOMMENDATION: San Joaquin Hills Transportation Corridor Agency Recommendation: Approve the selections of Moffatt & Nichol and West Consultants, Inc., as the firms to provide on-call coastal hydraulic consulting services and authorize the chief executive officer (CEO) to enter into agreements with each of these firms for a term of five years, with three one-year extension options.

Foothill/Eastern Transportation Corridor Agency Recommendation: Approve the selections of Moffatt & Nichol and West Consultants, Inc., as the firms to provide on-call coastal hydraulic consulting services and authorize the CEO to enter into agreements with each of these firms for a term of five years, with three one-year extension options.

BACKGROUND:

Over the next five years, the Transportation Corridor Agencies (Agencies) anticipates initiating multiple capital improvement projects that will require the assistance of coastal hydraulic consultants. Design and construction of these projects will require input from coastal hydraulic consultants including, but not limited to, engineering assistance for hydrologic and hydraulic restoration and/or preservation, shoreline protection and freshwater and sediment diversions, utilization of hydraulic, morphological and hydrodynamic models to predict coastal, riverine and estuarine processes including, but not limited to, flow, circulation, wave climate, sediment transport and tidal influence, and preparation of construction documentation. Staff anticipates drawing from these two firms to support these initiatives.

On-Call Coastal Hydraulics Consulting Services File No. 2017J-031 Page 2 of 4

DISCUSSION: Upon the Boards’ approval of the recommended on-call firms, specific task orders will be issued on an as-needed basis and will be brought to the respective Board for further authorization in accordance with Agencies’ Contracts and Procurement Manual. A five-year contract term was selected to match the anticipated work load scheduling of the Agencies Capital Improvement Plan. This term length will benefit longer duration projects which will have the advantage of uninterrupted participation from the consulting team. This continuity and knowledge retention will provide more efficient delivery of assigned tasks. The Agencies issued a request for a statement of qualifications (RFSOQ) for coastal hydraulic consulting services through PlanetBids (“PB”) e-procurement system on January 20, 2017. Upon conclusion of the procurement on February 17, 2017, four firms submitted proposals. The four SOQs were reviewed by an evaluation committee comprised of staff from the Agencies’ Environmental Planning Department and two in-house consultants. The results of the evaluations are shown in Table 1 below.

TABLE 1: PROPOSAL EVALUATION RESULTS

CONSULTANT NAME RANK SCORE MAX = 400

Moffatt & Nichol 1 361.0 Michael Baker International (MBI) 2 348.5 West Consultants, Inc. 3 327.5 Environmental Science Associates (ESA) 4 308.5

Interviews with all four firms were conducted by the evaluation committee on April 3, 2017. The interview evaluation and ranks are shown in Table 2 below.


TABLE 2: INTERVIEW EVALUATION RESULTS

CONSULTANT NAME RANK SCORE MAX = 400

Moffatt & Nichol 1 362 West Consultants, Inc. 2 347 Michael Baker International (MBI) 3 301 Environmental Science Associates (ESA) 4 267

Based upon the interview results, staff recommends approval of Moffatt & Nichol and West Consultants, Inc. as the most qualified firms that will best meet the Agencies on-call coastal hydraulic needs. The firms offer key and supporting staff with extensive experience relevant to the scope of work identified in the RFSOQ. Moffatt & Nichol Since 1941, Moffatt & Nichol has been providing marine terminal, transportation, energy, environmental, federal, and urban development services around the world. As one of the first engineering firms in the world to embrace the concept of modern coastal engineering, Moffatt & Nichol’s reputation for excellence in coastal engineering has been built on years of experience working on complex and challenging projects along world coastlines. Services relevant to the Agencies needs include sediment transport and shoreline change analyses and modeling, water resource planning and policy development, water and air quality analyses, and coastal, riverine and hydraulic structures design. The firm offers clients access to the industry’s leading practitioners, who solve complex problems using state-of-the-art technologies with a practical approach based on decades of experience on constructed projects. The team came highly recommended by Caltrans and Alameda Corridor-East Construction Authority. West Consultants, Inc. WEST Consultants, Inc., was formed in San Diego in 1988 and provides engineering and consulting services to government and private clients. The firm specializes in advanced water resources investigations, working toward sustainable solutions that balance the needs of the users with those of the environment. West Consultants Inc., offers services in water resources, 1-D and 2-D hydraulic modeling, sediment transport, geomorphology, bridge hydraulics and scour analyses, floodplain mapping, hydrologic analyses, river measurement, wetland hydrology, and coastal and estuarine modeling, among others. The firm's scientists and engineers are nationally recognized in hydrology, hydraulics, sediment transport, fluvial geomorphology and water quality for climates ranging from tropical to arid. The team comes highly recommended by NV5, a professional and technical engineering and consulting firm in San Diego.


BUDGET No budget or contract authorization is being requested as part of this staff report. Specific task orders will be issued on an as-needed basis, subject to the respective Board(s) approval. CONCLUSION: Over the next five years, the Agencies will have the need for coastal hydraulic investigations, both at the coast and inland, for various projects, including but not limited to, hydrologic and hydraulic restoration and/or preservation, shoreline protection and freshwater and sediment diversions, utilization of hydraulic, morphological and hydrodynamic models to predict coastal, riverine and estuarine processes and preparation of construction documentation. A request for statement of qualifications (SOQ) was issued and the results of the procurement process are included in this report. Staff recommends the two top-ranked firms, Moffatt & Nichol and West Consultants, Inc., be awarded on-call services contracts. No work is authorized as part of this staff report. The issuance of task orders under these contracts will require the Board(s) authorization.

PROCUREMENT SUMMARY REPORT File No. 2017J-031 Contract #: K001149 Title: On-Call Coastal Hydraulics Consulting Services Recommend Award To: Moffatt & Nichol (Long Beach, CA) West Consultants, Inc. (San Diego, CA) Procurement Process

Type: Request for Statement of Qualifications Award Criteria: Best Qualified Negotiated Price: $0 Vendor Sourcing: The Agencies’ Contracts Department posted RFSOQ K001149 on the Agencies’ PlanetBids e-procurement system Four firms submitted qualification packages.

SOQ EVALUATION CRITERIA Weighted Value

Professional experience, demonstrated competence, and specialized experience of the firm 20

Nature and quality of services provided to other clients and public agencies 20

Staffing capability, workload and ability to meet schedules 10 Education and experience of key personnel 10 Ease of administration:

· Acceptance of Terms and Conditions · Location (is location important?) · Clarity and organization of proposal

10

Reliability and continuity of the firm 10 Work plan/methodology 10 Company management structure and commitment to the project 10

Total: 100

Final Evaluation – Ranking Results1:

CONSULTANT RANKING EVALUATOR

RANKING TOTALS2

Moffatt & Nichol · None 1 4

West Consultants, Inc. · NCM Engineering

Corporation 2 8

Michael Baker International, Inc. · GeoSoils, Inc. 3 12

Environment Science Associates · None 4 16

1Rankings based on final evaluation after oral presentations/interviews. 2Sum of rankings based on individual scoring using weighted criteria

Final Evaluation - Evaluator Scoring and Rankings:

CONSULTANT Moffatt & Nichol

West Consultants,

Inc.

Michael Baker International,

Inc.

Environmental Sciences

Associates

Evaluator 1 Score 94 89 63 55 Ranking 1 2 3 4




Sum of Rankings: 4 8 12 16

SOQ Evaluation – Ranking Results1:

CONSULTANT RANKING EVALUATOR

RANKING TOTALS2

Moffatt & Nichol · None 1 5

Michael Baker International, Inc. · GeoSoils, Inc. 2 8

West Consultants, Inc. · NCM Engineering Corporation 3 11

Environment Science Associates · None 4 15

1Rankings based on initial evaluations prior to oral presentations/interviews. The evaluation panel interviewed all four firms that provided Statement of Qualifications in response to this RFSOQ. 2Sum of evaluator rankings based on individual scoring using weighted criteria. SOQ Evaluation – Evaluator Scoring and Rankings:

CONSULTANT Moffatt & Nichol

Michael Baker International,

Inc.

West Consultants,

Inc.

Environmental Science

Associates

Evaluator 1 Score 93 85 90.5 79.5 Ranking 1 3 2 4


Evaluator 3 Score 88 86.5 72 71 Ranking 1 2 3 4


Sum of Rankings: 5 8 11 15 Contract Notes:

· A zero value Professional Services Task Order Contract will be issued to Moffatt & Nichol and West Consultants, Inc. Specific task orders for services will be issued on an as need basis and will be brought to the Board for further authorization in accordance with Agencies’ Contracts and Procurement Manual.

· The contract contains standard indemnification language previously approved by legal counsel.

COMMITTEE TRANSMITTAL DATE: June 8, 2017 TO: Members of Board of Directors FROM: Valarie McFall, Chief Environmental Planning Officer SUBJECT: Biological Services Task Orders

Joint Operations & Finance Committee Meeting – May 25, 2017 Present: Ross Chun, Fred Minagar, Scott Peotter, Richard A. Viczorek, Alternate

Cynthia Conners, Alternate Janine Heft, Peggy Huang, Joseph L. Muller, Charles Puckett, Scott Voigts, Alternate Dennis Bilodeau, Ed Sachs, Christina Shea, Lisa Bartlett

Absent: Katrina Foley, Tony Beall, Jose F. Moreno, Mark Murphy, Brian

Maryott,Todd Spitzer, Sal Tinajero, Kathy Ward Committee Discussion The Agencies are required to monitor, assess and report on their mitigation sites and uses biological consulting firms to manage these efforts. Upon completion of a competitive request for proposals (RFP) process in 2016, the SJHTCA and F/ETCA Boards awarded contracts to Psomas and Land IQ, LLC for biological support services. The contracts provide staff support for various biological tasks, including: mitigation site assessments, habitat assessments, biological analyses, document reviews, and miscellaneous activities. To continue performing the needed biological services, staff is recommending the issuance of TO-006 with Psomas to provide on-road biological fieldwork and TO-002, TO-003 and TO-004 to Land IQ, LLC to provide mitigation site and biological support for the Upper Chiquita Conservation Area. Recommendation: Staff is seeking Committee approval to present this item for consideration by the Boards of Directors for approval at the June 8, 2017 meeting. SJHTCA MOTION: Peotter SECOND: Minagar VOTE: Unanimous F/ETCA At the request of the Chair, this item was moved to be presented for consideration by the Board at the June 8, 2017 meeting.

125 Pacifica, Irvine, CA 92618 949/754-3400 FAX 949/754-3467 DATE: June 8, 2017 TO: San Joaquin Hills Transportation Corridor Agency Board of Directors

Foothill/Eastern Transportation Corridor Agency Board of Directors FROM: Valarie McFall, Chief Environmental Planning Officer SUBJECT: Biological Services Task Orders STAFF RECOMMENDATION: San Joaquin Hills Transportation Corridor Agencies


2. Authorize the CEO to execute Task Order-002 with Land IQ, LLC. to perform biological

fieldwork for the Agency’s mitigation sites for an amount not-to-exceed $4,500.

3. Authorize the CEO to make additional changes deemed necessary and execute future task order amendments not to exceed an amount of five percent for each above task order ($450) without further Board of Director’s action.

Foothill/Eastern Transportation Corridor Agencies


2. Authorize the CEO to execute Task Order-003 with Land IQ, LLC. to provide biological services

for access road repairs in the Upper Chiquita Conservation Area for an amount not-to-exceed $40,000.

3. Authorize the CEO to execute Task Order-004 with Land IQ, LLC to perform focused biological

surveys and report preparation consistent with the Resource Management Plan for the Upper Chiquita Conservation Area for an amount not-to-exceed $75,000.

Biological Services Task Orders File No. 2017J-034 Page 2 of 3

4. Authorize the CEO to make additional changes deemed necessary and execute future task order amendments not to exceed an amount of five percent for each above task order ($6,275) without further Board of Director’s action.

BACKGROUND: The San Joaquin Hills Transportation Corridor Agency and the Foothill/Eastern Transportation Corridor Agency (Agencies) have set aside more than 2,000 acres of native habitat, and actively manage these lands to ensure they continue to provide a refuge for the numerous plants and animals that utilize these areas. In addition to setting aside land, many of the slopes along The Toll Roads also contain native habitat. To assist staff with providing the necessary biological oversight and monitoring of these areas, the Agencies’ Boards of Directors approved a contract with Psomas (K001109) and Land IQ, LLC (K001110) to provide on-call biological support services. DISCUSSION: The Agencies are required to monitor, assess and report on their mitigation sites and uses biological consulting firms to manage these efforts. To continue performing the needed biological services, staff is recommending the issuance of one task order to Psomas and three task orders to Land IQ, LLC. Work to be performed under these tasks by consulting firm include: Psomas · San Joaquin Hills and Foothill/Eastern TCA On-Road Biological Fieldwork - Task-006

Psomas will provide on-road biological fieldwork for various tasks including, but not limited to, habitat assessments, biological analyses, document reviews, construction oversight, surveys and document preparation to support the Agencies’ capital improvement initiatives. Work for this task is limited to on-road activities and facilities.

Land IQ, LLC. · San Joaquin Hills TCA Mitigation Site Support - Task-002

Land IQ, LLC will provide biological fieldwork support services for various activities related to the Agency’s mitigation sites, including performing site and habitat assessments and surveys, document reviews and document preparation, and resource management in support of the Agency’s initiatives. Work under this task order includes activities associated with off-road mitigation sites, including Bonita Creek, the Salt Water Marsh and Coyote Canyon.

· Foothill/Eastern TCA Biological Services for Access Road Repairs - Task-003 The perimeter roads in the Agency’s Upper Chiquita Conservation Area (UCCA) have degraded significantly with deep ruts and some slope failures due to the winter rainstorms. To comply

Biological Services Task Orders File No. 2017J-034 Page 3 of 3

with the property’s Resource Management Plan, and to allow safe access for emergency services and patrol personnel, the roads are in need of repairs. The Orange County Fire Authority (OCFA) will provide the needed repair services. However, due to the sensitive resources within this area, pre-construction biological surveys, resource management and monitoring is required. Land IQ will assist the Agency with the required biological permitting, coordinate with the resource agencies and OCFA, conduct protocol surveys, prepare biological reports, and monitor access road repair activities.

· Foothill/Eastern TCA Upper Chiquita Conservation Area Biological Surveys - Task-004 The Resource Management Plan prepared for the UCCA requires that the Agency conduct focused surveys for the California gnatcatcher and the coastal cactus wren, as well as perform transect surveys of the vegetation to document the health and quantity of the overall coastal sage scrub habitat. Staff is recommending that a task order with Land IQ be approved to complete the required activities and prepare a monitoring report documenting the results for submittal to the U.S. Fish and Wildlife Service and the California Department of Fish and Wildlife, as required.

BUDGET: Funding for the portion of work to be initiated during the current Fiscal Year (FY) 2017 amounts to $15,000, plus a five percent (5%) contingency of $750, is included in the approved FY 2017 budget. The remaining effort that will be completed in FY 2018 amounts to $125,475, inclusive of the five percent (5%) contingency, is included in the proposed FY 2018 budget. CONCLUSION: The Boards awarded a contract with Psomas (Contract No. K001109) and Land IQ, LLC (Contract No. K001110) to provide on-call biological consulting services for the Agencies. These on-call contracts provide staff support for various activities, including, but not limited to, mitigation site assessments, habitat assessments, biological analyses, document reviews, construction oversight, surveys and document preparation, restoration and resource management plans. Consistent with the services identified in the contracts, staff recommends the issuance of TO-006 to Psomas to provide on-road biological fieldwork and TO-002, TO-003 and TO-004 to Land IQ, LLC to provide mitigation site and biological support for the Upper Chiquita Conservation Area.

PROCUREMENT SUMMARY REPORT File No. 2017J-034 Contract #: K001109 Task Order #: TO-006 Contract Title: On-Call Biological Support Services Task Order: On-Road Biological Fieldwork Services Consultant: Psomas (Santa Ana, CA) Subcontractor: Michael Baker International, Inc. Leatherman BioConsulting, Inc. Procurement Process Type: Negotiated Task Order Award Criteria: Qualifications Price: Not-to-Exceed $15,000 Contingency: Not-to-Exceed $750 Notes: This action authorizes Consultant to provide on-road biological fieldwork for various tasks including, but not limited to, habitat assessments, biological analyses, document reviews, construction oversight, surveys, and document preparation to support the Agency’s capital improvement initiatives. Work for this task is limited to on-road activities and facilities. Consultant was pre-qualified for On-Call Biological Support Services Consulting Services through a competitive Request for Proposal previously approved by the Boards of Directors on May 12, 2016. All-inclusive labor rates remain unchanged.

Contract No. K001109 Compensation:

DATE SJHTCA F/ETCA TOTAL DESCRIPTION

Task Order TO-001 5/12/16 $40,000 $40,000 Mitigation Site Assessment

Task Order TO-002 6/9/16 $42,990 $42,990 Resource Management Plan

Task Order TO-003 9/8/16 $8,940 $8,940 Property Analysis Record - UCCA

Task Order TO-004 12/8/16 $1,136,472 $1,136,472 S. County Mobility

Task Order TO-005 12/8/16 $13,392 $20,088 $33,480 Phase 1 Toll Booth Removal Support

Current NTE Amount $13,392 $1,248,490 $1,261,882

Proposed Task Order TO-006 6/8/17 $4,500 $10,500 $15,000 On-Road Field Services

Revised NTE Amount $17,892 $1,258,990 $1,276,882

PROCUREMENT SUMMARY REPORT File No. 2017J-034 Contract #: K001110 Task Order #: TO-002 Contract Title: On-Call Biological Support Services Task Order: Biological Fieldwork - Mitigation sites Consultant: Land IQ (Los Angeles, CA) Subcontractor: Hamilton Biological, Inc. Natural History Museum of Los Angeles County Procurement Process Type: Negotiated Task Order Award Criteria: Qualifications Price: Not-to-Exceed $4,500 Contingency: Not-to-Exceed $225 Notes: This action authorizes Consultant to provide biological fieldwork support services for various tasks related to the Agency’s mitigation sites, including performing site and habitat assessments and surveys, document reviews and document preparation, and resource management in support of the Agency’s initiatives. Work under this task order includes activities associated with off-road mitigation sites, including Bonita Creek, the Salt Water Marsh and Coyote Canyon. Consultant was pre-qualified for On-Call Biological Support Services Consulting Services through a competitive Request for Proposal previously approved by the Boards of Directors on May 12, 2016. All-inclusive labor rates remain unchanged. Contract No. K001110 Compensation:


Task Order TO-001 5/12/16 $0 $60,000 $60,000 On-Call Biological Services

Current NTE Amount $0 $60,000 $60,000

Proposed Task Order TO-002 6/8/2017 $4,500 $0 $4,500 Biological Fieldwork

Revised NTE Amount $4,500 $60,000 $64,500

PROCUREMENT SUMMARY REPORT File No. 2017J-034 Contract #: K001110 Task Order #: TO-003 Contract Title: On-Call Biological Support Services Task Order: Biological Services Access Road Repairs – Upper Chiquita Conservation Area Consultant: Land IQ (Los Angeles, CA) Subcontractor: Hamilton Biological, Inc. Natural History Museum of Los Angeles County Procurement Process Type: Negotiated Task Order Award Criteria: Qualifications Price: Not-to-Exceed $40,000 Contingency: Not-to-Exceed $2,000 Notes: This action authorizes Consultant to assist the Agency with the required biological permitting, coordinate with the resource agencies and Orange County Fire Authority (OCFA), conduct protocol surveys, prepare biological reports, and monitor access road repair activities. Due to the sensitive resources within this area, pre-construction biological surveys, resource management and monitoring is required. The perimeter roads in the Upper Chiquita Conservation Authority (UCCA) have degraded significantly with deep ruts and some slope failures due to the winter rainstorms. To comply with the property’s Resource Management Plan, and to allow safe access for emergency services and patrol personnel, the roads are in need of repairs. The OCFA will provide the needed roadwork repair services. Consultant was pre-qualified for On-Call Biological Support Services Consulting Services through a competitive Request for Proposal previously approved by the Boards of Directors on May 12, 2016. All-inclusive labor rates remain unchanged.



Task Order TO-001 5/12/16

$0 $60,000 $60,000 On-Call Biological Services

Task Order TO-002 6/8/17 $4,500 $0 $4,500 Biological Fieldwork

Current NTE Amount $4,500 $60,000 $64,500

Proposed Task Order TO-003 6/8/17 $0 $40,000 $40,000 UCCA access road repairs


PROCUREMENT SUMMARY REPORT File No. 2017J-034 Contract #: K001110 Task Order #: TO-004 Contract Title: On-Call Biological Support Services Task Order: Resource Management Plan – Upper Chiquita Conservation Area Consultant: Land IQ (Los Angeles, CA) Subcontractor: Hamilton Biological, Inc. Natural History Museum of Los Angeles County Procurement Process Type: Negotiated Task Order Award Criteria: Qualifications Price: Not-to-Exceed $75,000 Contingency: Not-to-Exceed $3,750 Notes: This action authorizes Consultant to complete the required activities and prepare a monitoring report documenting the results for submittal to the U.S. Fish and Wildlife Service and the California Department of Fish and Wildlife, as required. The Resource Management Plan prepared for the Agency’s Upper Chiquita Conservation Area (UCCA) requires the Agency conduct focused surveys for the California gnatcatcher and the coastal cactus wren, as well as perform transect surveys of the vegetation to document the health and quantity of the overall coastal sage scrub habitat. Consultant was pre-qualified for On-Call Biological Support Services Consulting Services through a competitive Request for Proposal previously approved by the Boards of Directors on May 12, 2016. All-inclusive labor rates remain unchanged.



Task Order TO-001 5/12/16 $0 $60,000 $60,000 On-Call Biological Services

Task Order TO-002 6/8/17 $4,500 $0 $4,500 Biological Fieldwork

Task Order TO-003 6/8/17 $0 $40,000 $40,000 UCCA access road repairs

Current NTE Amount $4,500 $100,000 $104,500

Proposed Task Order TO-004 6/8/17 $0 $75,000 $75,000 Resource Management Plan - UCCA




Foothill/Eastern Transportation Corridor Agency Board of Directors

FROM: Samuel Johnson, Chief Toll Operations Officer SUBJECT: International Bridge Tunnel and Turnpike Association International Summit

Travel Authorization STAFF RECOMMENDATION: San Joaquin Hills Transportation Corridor Agency Recommendation: Authorize international travel by the Chief Toll Operations Officer to attend the 2017 International Bridge Tunnel and Turnpike Association (IBTTA) International Summit in Rome, Italy. Foothill/Eastern Transportation Corridor Agency Recommendation: Authorize international travel by the Chief Toll Operations Officer to attend the 2017 IBTTA International Summit in Rome, Italy. BACKGROUND: IBTTA is the worldwide association representing toll facility owners/operators and the industry’s vendors/consultants. Founded in 1932, the association facilitates education and collaboration for member agencies, serving as valuable resource for innovation and coordination as well as an advocacy thought leader for user financed transportation. IBTTA works closely with the American Association of State Highway and Transportation Officials; European Association of Tolled Motorway, Bridge and Tunnel Concessionaires; Intelligent Transportation Society of America; and others to bring together thought leaders and share issues and experiences common to transportation Agencies around the globe. Each year, IBTTA hosts meetings that bring together stakeholders from around the world to share information and learn from others. TCA’s participation in IBTTA and conference attendance has enabled staff to better understand commonalities and opportunities in managing the Agencies’ tolling program and implementing cost saving concepts such as the recent conversion to All Electronic Tolling (AET). This participation has also afforded TCA the opportunity to serve in leadership roles for the association and on major initiatives such as the MAP-21 mandate for

International Bridge Tunnel and Turnpike Association File No. 2017J-032 International Summit Travel Authorization June 8, 2017 Page 2 of 3

national interoperability (NIOP). TCA’s Samuel Johnson currently holds a seat on the IBTTA Board of Directors and the NIOP Steering Committee; and is also chairing the Governance Subcommittee charged with establishing responsibilities, processes and structure for ongoing oversight of national interoperability. TCA’s Lisa Telles also holds a seat on the NIOP Marketing Subcommittee charged with developing symbols/brand and public information for the effort. DISCUSSION: IBTTA functions as the industry advocate and collaborative forum for toll operators around the world. Primarily the IBTTA meetings are held in North America but as an international association meetings are occasionally held overseas. This year’s three-day conference is in Rome, Italy, requiring international travel, for which staff is requesting authorization from the Boards for attendance by one staff member, Chief Toll Operations Officer Samuel Johnson who is on the IBTTA Board of Directors and being considered for Second Vice-President, has been asked to moderate a General Session. The International Summit offers a broader learning experience, incorporating more information related to policies and practices for tolling in Europe which has over 190 tolling authorities, 31,000 miles and agreements that cross national borders. Staff participation in IBTTA and its conferences continues to provide a return to the Agency in establishing peer and vendor relationships; and bringing back ideas and concepts that can be tailored to the Agencies’ needs to increase benefits to customers and/or reduce operating costs. While the final agenda for this year’s conference has not been released, it is expected to be similar in structure to previous events, which feature approximately 25 different sessions, round tables and technical tours over the three-day event. The estimated costs related to conference registration, lodging and meals are listed below: Estimated Expenses Airfare $ 4,750 - $ 5,850 Hotel, Parking, Meals $ 2,600 - $ 3,500 Registration $ 650 - $ 650 Total $ 8,000 - $10,000 BUDGET: The estimated cost for attendance to the conference is included in the proposed FY2018 budget and allocated equally among the two Agencies. CONCLUSION: TCA’s active participation in IBTTA and its conferences provides staff with knowledge and contacts to support Agencies’ efforts; and provides a platform to advance the Agencies’ interest by providing a voice in guiding the industry and efforts such as national interoperability. Staff attendance at the 2017 International Summit is expected to offer a substantial learning agenda and to continue the Agencies’ active leadership role on the Board of Directors and committees. Staff

International Bridge Tunnel and Turnpike Association File No. 2017J-032 International Summit Travel Authorization June 8, 2017 Page 3 of 3

requests consideration and authorization of international travel outside of North America by the Chief Toll Operations Officer to attend the 2017 IBTTA International Summit in Rome, Italy.


DATE: June 8, 2017 TO: San Joaquin Hills Transportation Corridor Agency Board of Directors FROM: Madeleine Batlle, Director of Customer Service SUBJECT: Temporary Staffing – Agency Cost Allocation STAFF RECOMMENDATION: San Joaquin Hills Transportation Corridor Agency Recommendation: Authorize the Chief Executive Officer (CEO) to amend contracts for temporary staffing services, in support of Customer Service Operations, increasing the overall contract capacity by $22,000. BACKGROUND: At the September 8, 2016, Board meeting, the Board authorized the use of temporary staffing services on an “as-needed” basis to support the workload demands of customer service operations until a new longterm contractor was in place. Staff has utilized this authority with multiple firms, depending on their ability to provide quality personnel in a timely matter. Although the total contract authorization approved by the San Joaquin Hills Transportation Corridor Agency (SJHTCA) and the Foothill/Eastern Transportation Corridor Agency (F/ETCA) was sufficient to cover the costs incurred, the change in the Fiscal Year (FY) 2017 cost allocation between the Agencies for this expenditure results in a shortfall in contract authorization for the SJHTCA. DISCUSSION: The allocation method for customer service costs was modified in FY 2017 based on the change in the Agencies’ business model, moving away from on-road cash collection. This change moved labor related cost expenditures from the roadway category to customer service operations where the costs are allocated based on the combination of transaction and violation processing. The calculation for FY 2017 resulted in the F/ETCA being allocated 49 percent of customer service related costs and SJHTCA being allocated 51 percent. The SJHTCA Board’s approved FY 2017 budget adopted the 51 percent cost allocation for customer service staffing which includes temporary labor. However, the action requested for

Temporary Staffing Services – Cost Allocation File No. 2017S-007 Page 2 of 2 June 8, 2017

increasing contract authoprity for temporary staffing services at the September meeting did not clarify that the existing available contract authority, of approximately $125,000,would be modified to utilize the new allocation. Therefore, the available contract authority was carried forward using the prior year’s allocation. This has resulted in a shortfall of approximately $22,000 for what staff expects to expend against the contract(s) for the SJHTCA in FY 2017. BUDGET: The funding for the additional $22,000 in requested contract authority is already included in the approved FY 2017 budget. SUMMARY: The cost allocations between Agencies for temporary staffing services authorization requires additional SJHTCA Board approval to provide adequate authority to align contract authorization with the approved budget and expected FY 2017 expenditures. Attachment(s): None


DATE: June 8, 2017 TO: San Joaquin Hills Transportation Corridor Agency Board of Directors FROM: Daryn Martin, Manager of Treasury Operations SUBJECT: Investment Reports – as of April 30, 2017 STAFF RECOMMENDATION: Receive and file. BACKGROUND: The San Joaquin Hills Transportation Corridor Agency (SJHTCA) issues a monthly report to the Board of Directors detailing the types of investments in the portfolio, the dollar amount invested in each category, the rate of interest in each category, the total portfolio yield, and the transactions for the month. DISCUSSION: Compliance Attached are the investment reports for the SJHTCA for the month ended April 30, 2017. These investment reports reflect only assets held by the Trustee (Bank of New York-Mellon), which include the 1997 and 2014 indenture accounts and five non-indenture accounts. As of April 30, 2017, all indenture funds are invested in accordance with the permitted investment section of the respective indentures and all non-indenture funds are invested in compliance with both the California Government Code and SJHTCA Investment Policy. Portfolio Update Since March 31, 2016, the book value of the portfolio increased by approximately $14.3 million to $430.9 million. The increase is primarily related to toll revenue transfers of $15.0 million, the receipt of development impact fees of $0.9 million and interest earnings of $0.1 million. The increase is partially offset by toll operations related expenses of $1.6 million and planning, environmental and construction related expenditures of $0.1 million. In November 2014, the Agency refinanced the 1993 Bonds and a portion of the 1997 Bonds. In association with the 2014 refinancing, the Agency invested $155.6 million in Treasury Securities—State and Local Government Series, also known as SLGS, at a zero percent interest

SJH Investment Reports File No. 2017S-003 June 8, 2017 Page 2

rate. SLGS are special purpose securities that are issued to state and local government entities, upon their request, to assist the Agency to comply with federal tax laws and Internal Revenue Service arbitrage regulations when the entity has cash proceeds to invest from their issuance of tax exempt bonds. As the Agency experienced such favorable conditions at the time of the refinancing, the purchase of SLGS was needed to comply with yield restrictions and tax arbitrage rebate requirements. The Agency continues to periodically purchase SLGS securities as required and as of April 30, 2017 the SLGS balance was $192.2 million. This report focuses exclusively on the earnings generated by the Agency’s investment portfolio and does not reflect the positive financial impacts resulting from the savings generated by the bond refundings. The weighted average maturity of the SJHTCA portfolio, exclusive of the SLGS mentioned above, is 1.7 years. The weighted average book yield, also exclusive of the SLGS increased 1 basis point from 1.14 percent on March 31, 2017 to 1.15 percent on April 30, 2017. The market value of the portfolio is $0.4 million or 0.1 percent lower than book value at April 30, 2017, while the market value including accrued interest is $0.3 million or 0.1 percent higher than the book value at April 30, 2017. Market values reported herein have been obtained by Chandler Asset Management from Interactive Data Corporation. These market values are compared for reasonableness with the market values provided by the Trustee. Credit Update To maintain safety, adherence to an investment policy strategy of purchasing top-rated securities and diversification of security types and maturities is required. As shown in Exhibit 2, approximately 82 percent of the entire portfolio is invested in U.S. Treasuries, agency bonds and supranationals that are rated AA+ by Standard and Poor’s and Aaa by Moody’s. The remainder of the portfolio is invested in money market investments rated Aaa / AAA by Moody’s and Standard and Poor’s respectively, medium-term corporate notes rated in one of the three highest rating categories by at least two nationally recognized statistical rating agencies, and negotiable certificates of deposit and short-term commercial paper rated at least “A-1/P-1”, the highest rating by the two rating agencies noted above. Economic Update As anticipated, the Federal Open Market Committee (“FOMC”) left the federal funds target rate unchanged at a range of 0.75 percent to 1.00 percent in May. The vote was unanimous. The FOMC noted growth in economic activity slowed. The FOMC also stated that inflation continues to run slightly below the 2.0 percent target. Nonfarm payrolls were modestly higher than expected in April, up 211,000 versus the consensus forecast of 185,000. The unemployment rate fell further to 4.4 percent in April from 4.5 percent in March. However, the labor participation rate also declined to 62.9 percent from 63.0 percent. A


broader measure of unemployment called the U-6, which includes those who are marginally attached to the labor force and employed part time for economic reasons, decreased to 8.6 percent in April from 8.9 percent in March. Wage growth rose 0.3 percent in April, in line with expectations, March was revised down to 0.1 percent. On a year-over-year basis, wages were up 2.5 percent in April, versus 2.6 percent in March. The Consumer Price Index (CPI) was up 2.4 percent year-over-year in March, versus up 2.7 percent year-over-year in February. Core CPI (CPI less food and energy) was up 2.0 percent year-over-year in March, versus up 2.2 percent year-over-year in February. The Personal Consumption Expenditures (PCE) index was up 1.8 percent year-over-year in March, versus up 2.1 percent year-over-year in February. Core PCE (excluding food and energy) was up just 1.6 percent year-over-year in March, versus up 1.8 percent year-over-year in February. Core CPI is in line with the FOMC's 2.0 percent target, but the FOMC's primary inflation gauge (PCE) remains below the target. Total housing starts fell 6.8 percent in March, following a 5.0 percent increase in February. Single-family starts fell 6.2 percent in March, and multi-family starts declined 7.9 percent. However, both single- and multi-family starts are up on a year-over-year basis. Permits were slightly stronger than expected in March, due to a 14.0 percent gain in multi-family permits. According to the Case-Shiller 20-City home price index, home prices were up 5.9 percent year-over-year in February, compared to 5.7 percent in January. Domestic economic data remains indicative of slow growth. GDP grew by 0.7 percent in the first quarter, following growth of 2.1 percent in the fourth quarter. The consensus forecast calls for modest economic growth of about 2.0 percent to 2.5 percent in 2017. Exhibits

1. Portfolio Summary By Sector This report provides a summary of the SJHTCA total portfolio value by asset sector on a book value basis (historical cost adjusted for the cumulative amortization of premium/discount recorded to date), a market value basis (fair value based on quoted market prices) and a market value plus accrued interest basis. Also, inclusive in this report are both book and market yield returns along with the percentage held within each sector based upon market value plus accrued interest.

2. Asset Sector Distribution Graphs – Market Value including Accrued Interest The pie charts are representations of the percentage of each asset sector in the portfolio based upon the market value plus accrued interest. The investment policy specifies percentage limitations on certain asset categories. At April 30, 2017, the Agency holdings were all below the maximum percentage limits.


3. Holdings Report – Total Portfolio This report provides a detailed description and the associated ratings of each fixed income security held in the SJHTCA portfolio at April 30, 2017. This report includes all Agency security holdings including money market funds and cash. The report also includes an unrealized gain/loss position, average maturity and duration for each security. All of the Agency’s investments were rated at or above the minimum rating required per the Agency’s investment policy and debt agreements.

4. Transaction Ledger This schedule details the SJHTCA investment transactions during the month.

5. Definitions This is a list of common terminology used to describe the Agency’s investment portfolio. Staff has provided this glossary to assist the Board in their review of the Agency’s investment practices.

BUDGET: N/A CONCLUSION: Enclosed are the monthly investment reports for the San Joaquin Hills Transportation Corridor Agency (SJHTCA) as of April 30, 2017. As of April 30, 2017, all indenture funds are invested in accordance with the permitted investment section of the respective indentures and all non-indenture funds are invested in compliance with both the California Government Code and SJHTCA Investment Policy. Attachments

Portfolio Summary By SectorAs of 4/30/2017

San Joaquin Hills Total Portfolio Exhibit #1

Sector Book Value Book Yield Market Value Accrued Interest Market Value Plus Accrued

Market Yield % Held

Money Market Fund FI $27,302,658.78 0.62% $27,302,658.78 $0.00 $27,302,658.78 0.62% 6.33 %

Negotiable CD $2,000,000.00 1.21% $2,000,000.00 $14,452.78 $2,014,452.78 1.21% 0.47 %

Commercial Paper $909,072.08 1.19% $909,072.08 $0.00 $909,072.08 1.19% 0.21 %

US Treasury $80,301,594.36 1.15% $80,208,099.46 $189,414.28 $80,397,513.74 1.21% 18.64 %

Agency $67,815,573.18 1.06% $67,661,652.86 $222,844.71 $67,884,497.57 1.23% 15.74 %

Supranational $14,650,895.01 1.65% $14,679,008.83 $56,301.74 $14,735,310.57 1.58% 3.42 %

US Corporate $45,695,569.54 1.44% $45,540,048.95 $214,165.73 $45,754,214.68 1.64% 10.61 %

Total Portfolio Excluding SLGS $238,675,362.95 1.15 % $238,300,540.96 $697,179.24 $238,997,720.20 1.25 % 55.42 %

US Treas SLGS $192,236,637.00 0.00% $192,236,637.00 $0.00 $192,236,637.00 0.00% 44.58 %

Total Portfolio $430,911,999.95 0.64 % $430,537,177.96 $697,179.24 $431,234,357.20 0.69 % 100.00 %

Page 1

Sector Distribution - Market Value Including Accrued Interest Exhibit #2San Joaquin Hills Total Portfolio

San Joaquin Hills Total Portfolio

April 30, 2017

$431,234,357.20

March 31, 2017

$416,557,872.77

Page 1

Holdings ReportAs of 4/30/17


CUSIP Security Description Par Value/UnitsPurchase Date

Book YieldCost Value

Book ValueMkt PriceMkt YTM

Market ValueAccrued Int.

% of Port.Gain/Loss (1)

Moody/S&P Fitch

MaturityDuration

MONEY MARKET FUND FI

09248U718 Blackrock Treasury Money Market Fund 15,975,615.38 Various0.63 %

15,975,615.3815,975,615.38

1.000.63 %

15,975,615.380.00

3.70 %0.00

Aaa / AAANR

0.000.00

316175108 Fidelity Institutional Govt Money Market Fund

11,327,043.40 Various0.60 %

11,327,043.4011,327,043.40

1.000.60 %

11,327,043.400.00

2.63 %0.00

Aaa / AAANR

0.000.00

Total Money Market Fund FI 27,302,658.78 0.62 %27,302,658.7827,302,658.78 0.62 %

27,302,658.780.00

6.33 %0.00

Aaa / AAANR

0.000.00

NEGOTIABLE CD

06417GPX0 Bank of Nova Scotia Yankee CD1.21% Due 5/3/2017

2,000,000.00 09/28/20161.21 %

2,000,000.002,000,000.00

100.001.21 %

2,000,000.0014,452.78

0.47 %0.00

P-1 / A-1F-1+

0.010.01

Total Negotiable CD 2,000,000.00 1.21 %2,000,000.002,000,000.00 1.21 %

2,000,000.0014,452.78

0.47 %0.00

Aaa / AAAAA

0.010.01

COMMERCIAL PAPER

06538BS12 Bank of Tokyo Mitsubishi NY Discount CP1.07% Due 5/1/2017

125,000.00 12/28/20161.09 %

124,539.31125,000.00

100.001.09 %

125,000.000.00

0.03 %0.00

P-1 / A-1NR

0.000.00

21687AS12 Rabobank Nederland NV NY Discount CP1.13% Due 5/1/2017

500,000.00 09/30/20161.15 %

496,657.08500,000.00

100.001.15 %

500,000.000.00

0.12 %0.00

P-1 / A-1NR

0.000.00

89233GU38 Toyota Motor Credit Discount CP1.26% Due 7/3/2017

185,000.00 10/05/20161.29 %

183,251.75184,592.08

99.781.29 %

184,592.080.00

0.04 %0.00

P-1 / A-1+NR

0.180.17

89233GWN2 Toyota Motor Credit Discount CP1.3% Due 9/22/2017

100,000.00 12/28/20161.33 %

99,032.2299,480.00

99.481.33 %

99,480.000.00

0.02 %0.00

P-1 / A-1+NR

0.400.39

Total Commercial Paper 910,000.00 1.19 %903,480.36909,072.08 1.19 %

909,072.080.00

0.21 %0.00

Aaa / AA+NR

0.080.08

US TREASURY

912828SY7 US Treasury Note0.625% Due 5/31/2017

380,000.00 06/16/20150.69 %

379,526.27379,979.30

99.990.71 %

379,973.40991.76

0.09 %(5.90)

Aaa / AA+AAA

0.080.09


1,005,000.00 09/23/20150.63 %

1,004,964.111,004,996.93

99.990.71 %

1,004,929.652,622.94

0.23 %(67.28)

Aaa / AA+AAA

0.080.09

912828TB6 US Treasury Note0.75% Due 6/30/2017

1,000,000.00 05/04/20150.68 %

1,001,487.731,000,112.63

100.000.75 %

999,997.002,506.91

0.23 %(115.63)

Aaa / AA+AAA

0.170.17

912796LK3 US Treasury Bill0.77% Due 7/13/2017

1,865,000.00 04/19/20170.79 %

1,861,629.631,862,070.99

99.840.79 %

1,862,070.990.00

0.43 %0.00

P-1 / A-1+F-1+

0.200.20


26,192,000.00 Various0.70 %

26,132,093.1426,155,313.31

99.860.70 %

26,155,313.310.00

6.07 %0.00

P-1 / A-1+F-1+

0.200.20

912828TG5 US Treasury Note0.5% Due 7/31/2017

1,005,000.00 09/24/20150.64 %

1,002,373.101,004,638.61

99.910.87 %

1,004,057.311,249.32

0.23 %(581.30)

Aaa / AA+AAA

0.250.25

(1) Gain/Loss values are unrealized; however, if the security is held to maturity it will not result in a gain or loss on the security. Page 1








Moody/S&P Fitch

MaturityDuration

US TREASURY

912828TM2 US Treasury Note0.625% Due 8/31/2017

1,000,000.00 05/04/20150.75 %

997,190.85999,593.05

99.890.96 %

998,867.001,052.99

0.23 %(726.05)

Aaa / AA+AAA

0.340.33


170,000.00 09/24/20150.66 %

169,900.96169,982.53

99.890.96 %

169,807.39179.01

0.04 %(175.14)

Aaa / AA+AAA

0.340.33


475,000.00 09/24/20150.66 %

474,723.27474,951.19

99.890.96 %

474,461.83500.17

0.11 %(489.36)

Aaa / AA+AAA

0.340.33


225,000.00 09/24/20150.66 %

224,868.92224,976.88

99.890.96 %

224,745.08236.92

0.05 %(231.80)

Aaa / AA+AAA

0.340.33


75,000.00 09/24/20150.66 %

74,956.3174,992.29

99.890.96 %

74,915.0378.97

0.02 %(77.26)

Aaa / AA+AAA

0.340.33


55,000.00 09/24/20150.66 %

54,967.9654,994.35

99.890.96 %

54,937.6957.91

0.01 %(56.66)

Aaa / AA+AAA

0.340.33

912828TW0 US Treasury Note0.75% Due 10/31/2017

1,700,000.00 04/23/20150.75 %

1,700,138.511,700,027.59

99.871.02 %

1,697,742.4034.65

0.39 %(2,285.19)

Aaa / AA+AAA

0.500.50

912828UA6 US Treasury Note0.625% Due 11/30/2017

380,000.00 06/25/20150.89 %

377,581.74379,415.10

99.751.05 %

379,050.00991.76

0.09 %(365.10)

Aaa / AA+AAA

0.590.58

912828UE8 US Treasury Note0.75% Due 12/31/2017

710,000.00 09/24/20150.76 %

709,891.45709,967.13

99.801.06 %

708,557.991,779.89

0.16 %(1,409.14)

Aaa / AA+AAA

0.670.66


225,000.00 09/24/20150.76 %

224,965.60224,989.59

99.801.06 %

224,543.03564.05

0.05 %(446.56)

Aaa / AA+AAA

0.670.66


75,000.00 09/24/20150.76 %

74,988.5374,996.53

99.801.06 %

74,847.68188.02

0.02 %(148.85)

Aaa / AA+AAA

0.670.66

912828UJ7 US Treasury Note0.875% Due 1/31/2018

380,000.00 06/25/20150.95 %

379,259.09379,782.92

99.851.07 %

379,436.08826.66

0.09 %(346.84)

Aaa / AA+AAA

0.760.75


1,010,000.00 09/23/20150.83 %

1,010,950.251,010,304.11

99.851.07 %

1,008,501.162,197.17

0.23 %(1,802.95)

Aaa / AA+AAA

0.760.75

912828UR9 US Treasury Note0.75% Due 2/28/2018

3,000,000.00 12/09/20151.07 %

2,979,150.682,992,147.49

99.701.11 %

2,991,093.003,790.76

0.69 %(1,054.49)

Aaa / AA+AAA

0.830.83

912828UR9 US Treasury Note0.75% Due 2/28/2018

65,000.00 12/15/20151.09 %

64,522.8764,818.73

99.701.11 %

64,807.0282.13

0.02 %(11.71)

Aaa / AA+AAA

0.830.83

912828UU2 US Treasury Note0.75% Due 3/31/2018

380,000.00 06/25/20151.02 %

377,180.96379,056.87

99.651.14 %

378,663.92241.39

0.09 %(392.95)

Aaa / AA+AAA

0.920.91


1,010,000.00 09/23/20150.89 %

1,006,452.601,008,699.41

99.651.14 %

1,006,448.84641.59

0.23 %(2,250.57)

Aaa / AA+AAA

0.920.91

912828XA3 US Treasury Note1% Due 5/15/2018

380,000.00 06/17/20151.09 %

379,036.43379,650.94

99.841.15 %

379,406.441,753.04

0.09 %(244.50)

Aaa / AA+AAA

1.041.03


75,000.00 12/27/20161.09 %

74,903.5774,927.42

99.841.15 %

74,882.85345.99

0.02 %(44.57)

Aaa / AA+AAA

1.041.03

912828VE7 US Treasury Note1% Due 5/31/2018

175,000.00 09/25/20150.99 %

175,055.27175,022.47

99.831.16 %

174,699.18730.77

0.04 %(323.29)

Aaa / AA+AAA

1.081.07









Moody/S&P Fitch

MaturityDuration

US TREASURY


55,000.00 09/25/20150.99 %

55,017.3755,007.06

99.831.16 %

54,905.46229.67

0.01 %(101.60)

Aaa / AA+AAA

1.081.07

912828R93 US Treasury Note0.625% Due 6/30/2018

35,000.00 03/17/20171.18 %

34,755.3934,777.38

99.381.16 %

34,783.9873.12

0.01 %6.60

Aaa / AA+AAA

1.171.16

912828VK3 US Treasury Note1.375% Due 6/30/2018

380,000.00 06/25/20151.10 %

383,118.46381,218.01

100.241.17 %

380,905.541,746.48

0.09 %(312.47)

Aaa / AA+AAA

1.171.15

912828L81 US Treasury Note0.875% Due 10/15/2018

75,000.00 12/27/20161.22 %

74,540.2974,626.74

99.521.21 %

74,639.6228.69

0.02 %12.88

Aaa / AA+AAA

1.461.44

912828A34 US Treasury Note1.25% Due 11/30/2018

380,000.00 06/25/20151.26 %

379,823.15379,916.83

100.041.22 %

380,163.401,983.52

0.09 %246.57

Aaa / AA+AAA

1.591.56


230,000.00 09/23/20151.06 %

231,339.44230,671.46

100.041.22 %

230,098.901,200.55

0.05 %(572.56)

Aaa / AA+AAA

1.591.56


75,000.00 12/27/20161.27 %

74,973.8874,978.42

100.041.22 %

75,032.25391.48

0.02 %53.83

Aaa / AA+AAA

1.591.56

912828SD3 US Treasury Note1.25% Due 1/31/2019

205,000.00 01/29/20161.00 %

206,506.16205,884.77

100.011.24 %

205,023.99637.09

0.05 %(860.78)

Aaa / AA+AAA

1.761.72

912828SD3 US Treasury Note1.25% Due 1/31/2019

65,000.00 01/29/20161.00 %

65,477.5665,280.54

100.011.24 %

65,007.61202.00

0.02 %(272.93)

Aaa / AA+AAA

1.761.72

912828D23 US Treasury Note1.625% Due 4/30/2019

410,000.00 01/23/20171.28 %

413,140.44412,776.01

100.691.28 %

412,818.7518.10

0.10 %42.74

Aaa / AA+AAA

2.001.96

912828D23 US Treasury Note1.625% Due 4/30/2019

135,000.00 01/23/20171.28 %

136,034.05135,914.05

100.691.28 %

135,928.135.96

0.03 %14.08

Aaa / AA+AAA

2.001.96

912828UB4 US Treasury Note1% Due 11/30/2019

830,000.00 02/16/20171.48 %

819,109.03819,880.38

99.071.37 %

822,315.863,465.94

0.19 %2,435.48

Aaa / AA+AAA

2.592.53


75,000.00 12/27/20161.53 %

73,878.1874,006.34

99.071.37 %

74,305.65313.19

0.02 %299.31

Aaa / AA+AAA

2.592.53


415,000.00 Various1.34 %

410,711.15411,413.14

99.071.37 %

411,157.931,732.96

0.10 %(255.21)

Aaa / AA+AAA

2.592.53


140,000.00 Various1.34 %

138,548.51138,784.05

99.071.37 %

138,703.88584.62

0.03 %(80.17)

Aaa / AA+AAA

2.592.53

912828UF5 US Treasury Note1.125% Due 12/31/2019

4,320,000.00 Various0.98 %

4,340,754.514,336,869.26

99.321.39 %

4,290,636.9716,244.75

1.00 %(46,232.29)

Aaa / AA+AAA

2.672.61

912828J84 US Treasury Note1.375% Due 3/31/2020

310,000.00 02/16/20171.58 %

308,051.43308,173.94

99.791.45 %

309,334.12361.03

0.07 %1,160.18

Aaa / AA+AAA

2.922.85

912828K58 US Treasury Note1.375% Due 4/30/2020

1,385,000.00 02/23/20171.51 %

1,379,161.681,379,496.47

99.731.47 %

1,381,213.4151.76

0.32 %1,716.94

Aaa / AA+AAA

3.002.93


3,595,000.00 04/26/20171.50 %

3,581,390.363,581,452.69

99.731.47 %

3,585,171.27134.32

0.83 %3,718.58

Aaa / AA+AAA

3.002.93

912828VA5 US Treasury Note1.125% Due 4/30/2020

280,000.00 02/01/20161.27 %

278,327.51278,810.54

99.011.46 %

277,221.848.75

0.06 %(1,588.70)

Aaa / AA+AAA

3.002.94









Moody/S&P Fitch

MaturityDuration

US TREASURY


225,000.00 05/27/20161.22 %

224,227.32224,405.82

99.011.46 %

222,767.557.03

0.05 %(1,638.27)

Aaa / AA+AAA

3.002.94


75,000.00 12/27/20161.67 %

73,684.8273,816.41

99.011.46 %

74,255.852.34

0.02 %439.44

Aaa / AA+AAA

3.002.94

912828XH8 US Treasury Note1.625% Due 6/30/2020

380,000.00 02/27/20171.57 %

380,713.77380,677.88

100.361.51 %

381,365.722,064.02

0.09 %687.84

Aaa / AA+AAA

3.173.06

912828XM7 US Treasury Note1.625% Due 7/31/2020

1,370,000.00 03/14/20171.81 %

1,361,549.131,361,860.40

100.311.53 %

1,374,227.825,534.87

0.32 %12,367.42

Aaa / AA+AAA

3.253.15

912828Q78 US Treasury Note1.375% Due 4/30/2021

3,595,000.00 04/26/20171.72 %

3,546,985.093,547,145.48

98.791.69 %

3,551,608.35135.06

0.82 %4,462.87

Aaa / AA+AAA

4.003.87

912828G87 US Treasury Note2.125% Due 12/31/2021

7,022,000.00 Various1.45 %

7,280,936.847,235,417.84

101.481.79 %

7,126,234.5749,876.57

1.66 %(109,183.27)

Aaa / AA+AAA

4.674.40

912828N30 US Treasury Note2.125% Due 12/31/2022

11,085,000.00 Various2.03 %

11,144,905.0811,137,924.09

100.961.94 %

11,191,515.7778,735.64

2.61 %53,591.68

Aaa / AA+AAA

5.675.28

Total US Treasury 80,159,000.00 1.15 %80,310,420.4080,301,594.36 1.21 %

80,208,099.46189,414.28

18.64 %(93,494.90)

Aaa / AAAAAA

2.091.99

US TREAS SLGS

5353480$7 US Treasury SLGSDue 1/15/2027

4,560,919.00 01/23/20170.00 %

4,560,919.004,560,919.00

100.000.00 %

4,560,919.000.00

1.06 %0.00

Aaa / AA+AAA

9.729.71

S353475$0 US Treasury SLGSDue 1/15/2027

117,956,370.00 11/06/20140.00 %

117,956,370.00117,956,370.00

100.000.00 %

117,956,370.000.00

27.35 %0.00

Aaa / AA+AAA

9.729.71


27,393,548.00 11/06/20140.00 %

27,393,548.0027,393,548.00

100.000.00 %

27,393,548.000.00

6.35 %0.00

Aaa / AA+AAA

9.729.71


10,206,673.00 11/06/20140.00 %

10,206,673.0010,206,673.00

100.000.00 %

10,206,673.000.00

2.37 %0.00

Aaa / AA+AAA

9.729.71


14,182,640.00 12/30/20150.00 %

14,182,640.0014,182,640.00

100.000.00 %

14,182,640.000.00

3.29 %0.00

Aaa / AA+AAA

9.729.71


5,083,027.00 01/21/20160.00 %

5,083,027.005,083,027.00

100.000.00 %

5,083,027.000.00

1.18 %0.00

Aaa / AA+AAA

9.729.71


3,535,816.00 06/27/20160.00 %

3,535,816.003,535,816.00

100.000.00 %

3,535,816.000.00

0.82 %0.00

Aaa / AA+AAA

9.729.71


4,525,339.00 07/26/20160.00 %

4,525,339.004,525,339.00

100.000.00 %

4,525,339.000.00

1.05 %0.00

Aaa / AA+AAA

9.729.71


438,905.00 11/21/20160.00 %

438,905.00438,905.00

100.000.00 %

438,905.000.00

0.10 %0.00

Aaa / AA+AAA

9.729.71


4,353,400.00 12/20/20160.00 %

4,353,400.004,353,400.00

100.000.00 %

4,353,400.000.00

1.01 %0.00

Aaa / AA+AAA

9.729.71

Total US Treas SLGS 192,236,637.00 N/A192,236,637.00192,236,637.00 0.00 %

192,236,637.000.00

44.58 %0.00

Aaa / AA+AAA

9.729.71









Moody/S&P Fitch

MaturityDuration

AGENCY

3137EADF3 FHLMC Note1.25% Due 5/12/2017

980,000.00 09/23/20150.64 %

989,648.11980,180.60

100.020.80 %

980,147.005,750.69

0.23 %(33.60)

Aaa / AA+AAA

0.030.03


340,000.00 10/05/20150.56 %

343,757.00340,071.83

100.020.80 %

340,051.001,995.14

0.08 %(20.83)

Aaa / AA+AAA

0.030.03

3130A1NN4 FHLB Note0.875% Due 5/24/2017

4,500,000.00 07/31/20150.66 %

4,517,320.504,500,607.50

100.000.81 %

4,500,171.0017,171.88

1.05 %(436.50)

Aaa / AA+AAA

0.070.07

313379FW4 FHLB Note1% Due 6/9/2017

460,000.00 09/24/20150.67 %

462,585.20460,159.84

100.020.82 %

460,086.941,814.45

0.11 %(72.90)

Aaa / AA+AAA

0.110.11

313379FW4 FHLB Note1% Due 6/9/2017

465,000.00 09/24/20150.67 %

467,613.30465,161.58

100.020.82 %

465,087.891,834.17

0.11 %(73.69)

Aaa / AA+AAA

0.110.11

313379FW4 FHLB Note1% Due 6/9/2017

55,000.00 09/24/20150.67 %

55,309.1055,019.11

100.020.82 %

55,010.40216.94

0.01 %(8.71)

Aaa / AA+AAA

0.110.11

313379FW4 FHLB Note1% Due 6/9/2017

335,000.00 10/07/20150.64 %

336,999.95335,126.39

100.020.82 %

335,063.321,321.39

0.08 %(63.07)

Aaa / AA+AAA

0.110.11

3137EADH9 FHLMC Note1% Due 6/29/2017

4,000,000.00 07/31/20150.68 %

4,024,296.004,002,048.35

100.030.80 %

4,001,284.0013,555.56

0.93 %(764.35)

Aaa / AA+AAA

0.160.16

3137EADJ5 FHLMC Note1% Due 7/28/2017

985,000.00 09/24/20150.65 %

991,284.30985,825.85

100.030.89 %

985,262.012,544.58

0.23 %(563.84)

Aaa / AA+AAA

0.240.24


340,000.00 10/05/20150.59 %

342,522.80340,337.27

100.030.89 %

340,090.44878.33

0.08 %(246.83)

Aaa / AA+AAA

0.240.24

313370SZ2 FHLB Note2.25% Due 9/8/2017

910,000.00 09/24/20150.72 %

936,863.20914,876.28

100.441.00 %

914,032.213,014.39

0.21 %(844.07)

Aaa / AA+AAA

0.360.35

313370SZ2 FHLB Note2.25% Due 9/8/2017

55,000.00 09/24/20150.72 %

56,623.6055,294.72

100.441.00 %

55,243.71182.19

0.01 %(51.01)

Aaa / AA+AAA

0.360.35

3135G0PP2 FNMA Callable Note 1X 9/20/20131% Due 9/20/2017

985,000.00 09/24/20150.71 %

990,545.55986,081.65

100.020.96 %

985,153.661,121.81

0.23 %(927.99)

Aaa / AA+AAA

0.390.39


340,000.00 10/05/20150.67 %

342,196.40340,435.15

100.020.96 %

340,053.04387.22

0.08 %(382.11)

Aaa / AA+AAA

0.390.39

3133EEQX1 FFCB Note1% Due 9/25/2017

630,000.00 09/24/20150.75 %

633,168.90630,638.59

100.000.99 %

630,011.97630.00

0.15 %(626.62)

Aaa / AA+AAA

0.410.40


465,000.00 09/24/20150.75 %

467,338.95465,471.34

100.000.99 %

465,008.84465.00

0.11 %(462.50)

Aaa / AA+AAA

0.410.40


55,000.00 09/24/20150.75 %

55,276.6555,055.75

100.000.99 %

55,001.0555.00

0.01 %(54.70)

Aaa / AA+AAA

0.410.40


45,000.00 09/24/20150.75 %

45,226.3545,045.61

100.000.99 %

45,000.8645.00

0.01 %(44.75)

Aaa / AA+AAA

0.410.40


340,000.00 10/09/20150.70 %

341,972.00340,405.95

100.000.99 %

340,006.46340.00

0.08 %(399.49)

Aaa / AA+AAA

0.410.40

3135G0PQ0 FNMA Note0.875% Due 10/26/2017

220,000.00 09/24/20150.75 %

220,585.20220,137.15

99.950.98 %

219,886.2626.74

0.05 %(250.89)

Aaa / AA+AAA

0.490.49









Moody/S&P Fitch

MaturityDuration

AGENCY

3135G0PQ0 FNMA Note0.875% Due 10/26/2017

465,000.00 09/24/20150.75 %

466,236.90465,289.88

99.950.98 %

464,759.6056.51

0.11 %(530.28)

Aaa / AA+AAA

0.490.49

3135G0PQ0 FNMA Note0.875% Due 10/26/2017

175,000.00 09/24/20150.75 %

175,465.50175,109.10

99.950.98 %

174,909.5321.27

0.04 %(199.57)

Aaa / AA+AAA

0.490.49

3135G0PQ0 FNMA Note0.875% Due 10/26/2017

75,000.00 09/24/20150.75 %

75,199.5075,046.76

99.950.98 %

74,961.239.11

0.02 %(85.53)

Aaa / AA+AAA

0.490.49

3135G0PQ0 FNMA Note0.875% Due 10/26/2017

55,000.00 09/24/20150.75 %

55,146.3055,034.29

99.950.98 %

54,971.576.68

0.01 %(62.72)

Aaa / AA+AAA

0.490.49

3135G0PQ0 FNMA Note0.875% Due 10/26/2017

340,000.00 10/05/20150.67 %

341,400.80340,332.96

99.950.98 %

339,824.2241.32

0.08 %(508.74)

Aaa / AA+AAA

0.490.49

31331KR44 FFCB Note1.5% Due 11/8/2017

1,000,000.00 03/24/20160.88 %

1,009,880.001,003,201.05

100.241.03 %

1,002,426.007,208.33

0.23 %(775.05)

Aaa / AA+AAA

0.530.52

3136FPXN2 FNMA Callable Note 1X 5/24/20112.3% Due 11/24/2017

75,000.00 12/28/20160.91 %

75,933.7575,584.11

100.731.01 %

75,546.98752.29

0.02 %(37.13)

Aaa / AA+AAA

0.570.56

3133EFWC7 FFCB Note0.875% Due 11/27/2017

210,000.00 01/29/20160.83 %

210,159.60210,050.02

99.911.03 %

209,813.94786.04

0.05 %(236.08)

Aaa / AA+AAA

0.580.57

3133EFWC7 FFCB Note0.875% Due 11/27/2017

70,000.00 02/01/20160.86 %

70,018.9070,005.85

99.911.03 %

69,937.98262.01

0.02 %(67.87)

Aaa / AA+AAA

0.580.57

3130A3HF4 FHLB Note1.125% Due 12/8/2017

270,000.00 01/29/20160.84 %

271,395.90270,456.22

100.021.09 %

270,048.601,206.56

0.06 %(407.62)

Aaa / AA+AAA

0.610.60

3137EADN6 FHLMC Note0.75% Due 1/12/2018

860,000.00 09/25/20150.84 %

858,331.60859,487.31

99.771.08 %

858,024.581,952.91

0.20 %(1,462.73)

Aaa / AA+AAA

0.700.69


75,000.00 09/25/20150.84 %

74,854.5074,955.29

99.771.08 %

74,827.73170.31

0.02 %(127.56)

Aaa / AA+AAA

0.700.69


55,000.00 09/25/20150.84 %

54,893.3054,967.21

99.771.08 %

54,873.67124.90

0.01 %(93.54)

Aaa / AA+AAA

0.700.69


340,000.00 10/06/20150.76 %

339,928.60339,977.49

99.771.08 %

339,219.02772.08

0.08 %(758.47)

Aaa / AA+AAA

0.700.69


75,000.00 12/27/20160.97 %

74,830.5074,885.93

99.771.08 %

74,827.73170.31

0.02 %(58.20)

Aaa / AA+AAA

0.700.69

3135G0TG8 FNMA Note0.875% Due 2/8/2018

920,000.00 09/25/20150.89 %

919,708.36919,902.65

99.851.07 %

918,608.041,855.97

0.21 %(1,294.61)

Aaa / AA+AAA

0.780.77

3135G0TG8 FNMA Note0.875% Due 2/8/2018

75,000.00 09/25/20150.89 %

74,976.2374,992.07

99.851.07 %

74,886.53151.30

0.02 %(105.54)

Aaa / AA+AAA

0.780.77

3135G0TG8 FNMA Note0.875% Due 2/8/2018

340,000.00 10/06/20150.77 %

340,805.80340,266.51

99.851.07 %

339,485.58685.90

0.08 %(780.93)

Aaa / AA+AAA

0.780.77

313378A43 FHLB Note1.375% Due 3/9/2018

1,090,000.00 09/25/20150.93 %

1,101,728.401,094,127.57

100.281.05 %

1,093,002.952,164.86

0.25 %(1,124.62)

Aaa / AA+AAA

0.860.85

313378A43 FHLB Note1.375% Due 3/9/2018

55,000.00 09/25/20150.93 %

55,591.8055,208.27

100.281.05 %

55,151.53109.24

0.01 %(56.74)

Aaa / AA+AAA

0.860.85









Moody/S&P Fitch

MaturityDuration

AGENCY

313378A43 FHLB Note1.375% Due 3/9/2018

45,000.00 09/25/20150.93 %

45,484.2045,170.40

100.281.05 %

45,123.9889.38

0.01 %(46.42)

Aaa / AA+AAA

0.860.85

313378A43 FHLB Note1.375% Due 3/9/2018

335,000.00 10/07/20150.82 %

339,475.60336,592.00

100.281.05 %

335,922.93665.35

0.08 %(669.07)

Aaa / AA+AAA

0.860.85

3130A7CX1 FHLB Note0.875% Due 3/19/2018

1,000,000.00 03/28/20160.91 %

999,400.00999,728.41

99.771.13 %

997,732.001,020.83

0.23 %(1,996.41)

Aaa / AA+AAA

0.880.88

3133EFV87 FFCB Note0.875% Due 3/29/2018

1,500,000.00 07/27/20160.83 %

1,501,185.001,500,648.43

99.771.13 %

1,496,529.001,166.67

0.35 %(4,119.43)

Aaa / AA+AAA

0.910.91

3130A4GJ5 FHLB Note1.125% Due 4/25/2018

460,000.00 09/25/20150.95 %

462,024.00460,778.86

99.971.15 %

459,867.0686.26

0.11 %(911.80)

Aaa / AA+AAA

0.990.98

3130A4GJ5 FHLB Note1.125% Due 4/25/2018

465,000.00 09/25/20150.95 %

467,046.00465,787.33

99.971.15 %

464,865.6287.19

0.11 %(921.71)

Aaa / AA+AAA

0.990.98

3130A4GJ5 FHLB Note1.125% Due 4/25/2018

55,000.00 09/25/20150.95 %

55,242.0055,093.13

99.971.15 %

54,984.1110.31

0.01 %(109.02)

Aaa / AA+AAA

0.990.98

3130A4GJ5 FHLB Note1.125% Due 4/25/2018

335,000.00 10/09/20150.86 %

337,211.00335,863.90

99.971.15 %

334,903.1962.81

0.08 %(960.71)

Aaa / AA+AAA

0.990.98

3133EEJ50 FFCB Note1.03% Due 5/11/2018

75,000.00 12/27/20161.16 %

74,867.2574,900.28

99.991.04 %

74,990.78364.79

0.02 %90.50

Aaa / AA+AAA

1.031.02

3135G0WJ8 FNMA Note0.875% Due 5/21/2018

750,000.00 09/25/20151.00 %

747,474.00748,984.61

99.691.17 %

747,650.252,916.67

0.17 %(1,334.36)

Aaa / AA+AAA

1.061.05

3135G0WJ8 FNMA Note0.875% Due 5/21/2018

175,000.00 09/25/20151.00 %

174,410.60174,763.08

99.691.17 %

174,451.73680.56

0.04 %(311.35)

Aaa / AA+AAA

1.061.05

3135G0WJ8 FNMA Note0.875% Due 5/21/2018

75,000.00 09/25/20151.00 %

74,747.4074,898.46

99.691.17 %

74,765.03291.67

0.02 %(133.43)

Aaa / AA+AAA

1.061.05

3135G0WJ8 FNMA Note0.875% Due 5/21/2018

340,000.00 10/06/20150.86 %

340,102.00340,041.26

99.691.17 %

338,934.781,322.22

0.08 %(1,106.48)

Aaa / AA+AAA

1.061.05

3133EFSH1 FFCB Note1.17% Due 6/14/2018

225,000.00 12/15/20151.23 %

224,642.25224,837.38

99.951.21 %

224,888.401,001.82

0.05 %51.02

Aaa / AA+AAA

1.121.11

3130A8BD4 FHLB Note0.875% Due 6/29/2018

75,000.00 12/27/20161.17 %

74,669.2574,743.73

99.651.18 %

74,736.45222.40

0.02 %(7.28)

Aaa / AA+AAA

1.161.15

3130A5WY1 FHLB Note1% Due 7/10/2018

75,000.00 12/28/20161.26 %

74,709.0074,772.73

99.891.10 %

74,914.50231.25

0.02 %141.77

Aaa / AA+AAA

1.191.18

3135G0E33 FNMA Note1.125% Due 7/20/2018

230,000.00 09/25/20151.01 %

230,704.96230,307.81

99.911.20 %

229,803.12725.93

0.05 %(504.69)

Aaa / AA+AAA

1.221.21

3135G0E33 FNMA Note1.125% Due 7/20/2018

340,000.00 10/08/20150.96 %

341,547.00340,682.89

99.911.20 %

339,708.961,073.13

0.08 %(973.93)

Aaa / AA+AAA

1.221.21

3130A8TF0 FHLB Note0.8% Due 8/15/2018

1,500,000.00 07/27/20160.89 %

1,497,270.001,498,271.56

99.441.24 %

1,491,550.502,533.33

0.35 %(6,721.06)

Aaa / AA+AAA

1.291.28

3130A6AE7 FHLB Note1.125% Due 9/14/2018

240,000.00 12/12/20161.19 %

239,724.00239,783.88

99.831.25 %

239,596.56352.51

0.06 %(187.32)

Aaa / AA+AAA

1.381.36









Moody/S&P Fitch

MaturityDuration

AGENCY

313375K48 FHLB Note2% Due 9/14/2018

300,000.00 11/19/20151.23 %

306,375.00303,126.26

101.021.25 %

303,050.70783.33

0.07 %(75.56)

Aaa / AA+AAA

1.381.35

3133EGK87 FFCB Note1.02% Due 9/24/2018

450,000.00 01/23/20171.18 %

448,830.00449,016.52

99.661.26 %

448,475.40471.75

0.10 %(541.12)

Aaa / AA+AAA

1.401.38

3137EAED7 FHLMC Note0.875% Due 10/12/2018

400,000.00 10/28/20160.95 %

399,444.00399,586.49

99.441.26 %

397,770.00184.72

0.09 %(1,816.49)

Aaa / AA+AAA

1.451.43

3135G0E58 FNMA Note1.125% Due 10/19/2018

230,000.00 09/23/20151.09 %

230,264.74230,127.24

99.811.25 %

229,570.8286.26

0.05 %(556.42)

Aaa / AA+AAA

1.471.45

3135G0E58 FNMA Note1.125% Due 10/19/2018

340,000.00 10/06/20150.97 %

341,591.20340,774.83

99.811.25 %

339,365.56127.50

0.08 %(1,409.27)

Aaa / AA+AAA

1.471.45

3133EGJ48 FFCB Note0.89% Due 11/16/2018

400,000.00 12/16/20161.34 %

396,636.00397,276.00

99.361.31 %

397,456.801,631.67

0.09 %180.80

Aaa / AA+AAA

1.551.52

3135G0YT4 FNMA Note1.625% Due 11/27/2018

1,500,000.00 07/27/20160.88 %

1,525,710.001,517,402.73

100.551.27 %

1,508,208.0010,427.08

0.35 %(9,194.73)

Aaa / AA+AAA

1.581.54

313376BR5 FHLB Note1.75% Due 12/14/2018

1,500,000.00 07/27/20160.94 %

1,528,455.001,519,447.17

100.751.28 %

1,511,299.509,989.58

0.35 %(8,147.67)

Aaa / AA+AAA

1.621.59

313376BR5 FHLB Note1.75% Due 12/14/2018

610,000.00 11/22/20161.19 %

616,935.70615,469.40

100.751.28 %

614,595.134,062.43

0.14 %(874.27)

Aaa / AA+AAA

1.621.59

313376BR5 FHLB Note1.75% Due 12/14/2018

175,000.00 11/22/20161.19 %

176,989.75176,569.09

100.751.28 %

176,318.281,165.45

0.04 %(250.81)

Aaa / AA+AAA

1.621.59

3133EFSJ7 FFCB Note1.3% Due 12/14/2018

225,000.00 12/15/20151.39 %

224,401.50224,672.35

100.001.30 %

225,009.451,113.13

0.05 %337.10

Aaa / AA+AAA

1.621.59

3130AAE46 FHLB Note1.25% Due 1/16/2019

425,000.00 12/16/20161.38 %

423,844.00424,042.82

99.891.31 %

424,532.501,549.48

0.10 %489.68

Aaa / AA+AAA

1.721.68

3135G0H63 FNMA Note1.375% Due 1/28/2019

1,500,000.00 07/27/20160.90 %

1,517,760.001,512,408.88

100.091.32 %

1,501,288.505,328.13

0.35 %(11,120.38)

Aaa / AA+AAA

1.751.71

3133EF3V7 FFCB Note0.875% Due 2/15/2019

1,500,000.00 07/27/20160.93 %

1,497,765.001,498,421.36

99.301.27 %

1,489,506.002,770.83

0.35 %(8,915.36)

Aaa / AA+AAA

1.801.77

313378QK0 FHLB Note1.875% Due 3/8/2019

265,000.00 07/28/20160.91 %

271,582.60269,691.33

100.951.35 %

267,516.18731.51

0.06 %(2,175.15)

Aaa / AA+AAA

1.851.82

313378QK0 FHLB Note1.875% Due 3/8/2019

85,000.00 07/28/20160.91 %

87,111.4086,504.76

100.951.35 %

85,807.08234.64

0.02 %(697.68)

Aaa / AA+AAA

1.851.82

3137EACA5 FHLMC Note3.75% Due 3/27/2019

2,000,000.00 11/29/20161.25 %

2,114,280.002,093,910.80

104.531.34 %

2,090,620.007,083.33

0.49 %(3,290.80)

Aaa / AA+AAA

1.911.84

3137EADG1 FHLMC Note1.75% Due 5/30/2019

190,000.00 01/05/20161.48 %

191,725.20191,065.69

100.781.37 %

191,475.731,394.65

0.04 %410.04

Aaa / AA+AAA

2.082.03


70,000.00 02/01/20161.17 %

71,332.3870,839.05

100.781.37 %

70,543.69513.82

0.02 %(295.36)

Aaa / AA+AAA

2.082.03


150,000.00 05/13/20161.02 %

153,288.00152,261.73

100.781.37 %

151,165.051,101.04

0.04 %(1,096.68)

Aaa / AA+AAA

2.082.03









Moody/S&P Fitch

MaturityDuration

AGENCY


54,000.00 05/13/20161.02 %

55,183.6854,814.22

100.781.37 %

54,419.42396.38

0.01 %(394.80)

Aaa / AA+AAA

2.082.03

313379EE5 FHLB Note1.625% Due 6/14/2019

265,000.00 07/28/20160.95 %

270,050.90268,736.61

100.421.42 %

266,116.451,638.77

0.06 %(2,620.16)

Aaa / AA+AAA

2.122.07

313379EE5 FHLB Note1.625% Due 6/14/2019

85,000.00 07/28/20160.95 %

86,620.1086,198.54

100.421.42 %

85,358.11525.64

0.02 %(840.43)

Aaa / AA+AAA

2.122.07

313379EE5 FHLB Note1.625% Due 6/14/2019

740,000.00 12/12/20161.38 %

744,499.20743,816.41

100.421.42 %

743,117.624,576.18

0.17 %(698.79)

Aaa / AA+AAA

2.122.07

313379EE5 FHLB Note1.625% Due 6/14/2019

75,000.00 12/12/20161.38 %

75,456.0075,386.80

100.421.42 %

75,315.98463.80

0.02 %(70.82)

Aaa / AA+AAA

2.122.07

3137EAEB1 FHLMC Note0.875% Due 7/19/2019

560,000.00 11/22/20161.37 %

552,826.40553,993.58

98.851.40 %

553,575.681,388.33

0.13 %(417.90)

Aaa / AA+AAA

2.222.18

3137EADK2 FHLMC Note1.25% Due 8/1/2019

470,000.00 09/23/20151.32 %

468,702.33469,232.93

99.671.40 %

468,431.611,468.75

0.11 %(801.32)

Aaa / AA+AAA

2.252.21


175,000.00 09/23/20151.32 %

174,516.83174,714.39

99.671.40 %

174,416.03546.88

0.04 %(298.36)

Aaa / AA+AAA

2.252.21


75,000.00 09/23/20151.32 %

74,792.9374,877.60

99.671.40 %

74,749.73234.38

0.02 %(127.87)

Aaa / AA+AAA

2.252.21


55,000.00 09/23/20151.32 %

54,848.1554,910.24

99.671.40 %

54,816.47171.88

0.01 %(93.77)

Aaa / AA+AAA

2.252.21


340,000.00 10/07/20151.23 %

340,217.60340,128.88

99.671.40 %

338,865.421,062.50

0.08 %(1,263.46)

Aaa / AA+AAA

2.252.21

3133EGSC0 FFCB Note1% Due 8/26/2019

2,500,000.00 08/30/20161.03 %

2,497,525.002,498,064.22

98.671.59 %

2,466,637.504,513.89

0.57 %(31,426.72)

Aaa / AA+AAA

2.322.28

3133EGSC0 FFCB Note1% Due 8/26/2019

170,000.00 08/30/20161.04 %

169,818.10169,857.76

98.671.59 %

167,731.35306.94

0.04 %(2,126.41)

Aaa / AA+AAA

2.322.28

3135G0ZG1 FNMA Note1.75% Due 9/12/2019

275,000.00 02/01/20161.22 %

280,111.15278,370.59

100.701.45 %

276,934.35655.04

0.06 %(1,436.24)

Aaa / AA+AAA

2.372.31

313380FB8 FHLB Note1.375% Due 9/13/2019

300,000.00 11/24/20151.48 %

298,863.00299,284.58

99.801.46 %

299,388.60550.00

0.07 %104.02

Aaa / AA+NR

2.372.32

3133EDVE9 FFCB Note1.9% Due 9/18/2019

190,000.00 08/16/20161.00 %

195,181.30194,010.44

100.911.51 %

191,724.25431.19

0.04 %(2,286.19)

Aaa / AA+AAA

2.392.32

3133EDVE9 FFCB Note1.9% Due 9/18/2019

65,000.00 08/16/20161.00 %

66,772.5566,371.99

100.911.51 %

65,589.88147.51

0.02 %(782.11)

Aaa / AA+AAA

2.392.32

3137EADM8 FHLMC Note1.25% Due 10/2/2019

690,000.00 09/23/20151.40 %

686,048.37687,594.91

99.461.48 %

686,258.13694.79

0.16 %(1,336.78)

Aaa / AA+AAA

2.422.37


175,000.00 09/23/20151.40 %

173,997.78174,390.02

99.461.48 %

174,050.98176.22

0.04 %(339.04)

Aaa / AA+AAA

2.422.37


75,000.00 09/23/20151.40 %

74,570.4874,738.58

99.461.48 %

74,593.2875.52

0.02 %(145.30)

Aaa / AA+AAA

2.422.37









Moody/S&P Fitch

MaturityDuration

AGENCY


55,000.00 09/23/20151.40 %

54,685.0254,808.29

99.461.48 %

54,701.7455.38

0.01 %(106.55)

Aaa / AA+AAA

2.422.37


340,000.00 10/09/20151.33 %

338,912.00339,329.33

99.461.48 %

338,156.18342.36

0.08 %(1,173.15)

Aaa / AA+AAA

2.422.37

3135G0R39 FNMA Note1% Due 10/24/2019

435,000.00 12/16/20161.64 %

427,339.65428,307.59

98.921.45 %

430,292.4384.58

0.10 %1,984.84

Aaa / AA+AAA

2.482.44

3133XVRK9 FHLB Note4.125% Due 12/13/2019

160,000.00 08/22/20161.08 %

175,772.80172,552.52

106.611.54 %

170,576.482,530.00

0.04 %(1,976.04)

Aaa / AA+AAA

2.622.46

3133EGW92 FFCB Note1.5% Due 12/19/2019

1,055,000.00 01/17/20171.48 %

1,055,495.851,055,446.04

99.941.52 %

1,054,358.565,802.50

0.25 %(1,087.48)

Aaa / AA+AAA

2.642.56

3134G3L73 FHLMC Callable Note 1X 9/26/20141.5% Due 12/26/2019

270,000.00 09/27/20161.01 %

274,225.50273,470.53

99.951.52 %

269,877.69393.75

0.06 %(3,592.84)

Aaa / AA+AAA

2.662.59

3133EG3J2 FFCB Note1.55% Due 1/10/2020

555,000.00 01/23/20171.54 %

555,122.10555,108.39

100.111.51 %

555,634.922,652.43

0.13 %526.53

Aaa / AA+AAA

2.702.62

3133EG3J2 FFCB Note1.55% Due 1/10/2020

2,600,000.00 01/27/20171.56 %

2,599,090.002,599,155.05

100.111.51 %

2,602,974.4012,425.83

0.61 %3,819.35

Aaa / AA+AAA

2.702.62

3135G0A78 FNMA Note1.625% Due 1/21/2020

415,000.00 01/05/20161.64 %

414,746.85414,824.98

100.331.50 %

416,380.711,873.26

0.10 %1,555.73

Aaa / AA+AAA

2.732.65

3135G0A78 FNMA Note1.625% Due 1/21/2020

195,000.00 01/05/20161.64 %

194,881.05194,917.76

100.331.50 %

195,648.77880.21

0.05 %731.01

Aaa / AA+AAA

2.732.65

3135G0A78 FNMA Note1.625% Due 1/21/2020

260,000.00 02/08/20161.13 %

264,924.40263,416.13

100.331.50 %

260,865.021,173.61

0.06 %(2,551.11)

Aaa / AA+AAA

2.732.65

3135G0A78 FNMA Note1.625% Due 1/21/2020

195,000.00 12/15/20151.65 %

194,803.05194,866.75

100.331.50 %

195,648.77880.21

0.05 %782.02

Aaa / AA+AAA

2.732.65

3135G0A78 FNMA Note1.625% Due 1/21/2020

65,000.00 12/15/20151.65 %

64,934.3564,955.58

100.331.50 %

65,216.26293.40

0.02 %260.68

Aaa / AA+AAA

2.732.65

3135G0A78 FNMA Note1.625% Due 1/21/2020

75,000.00 12/28/20161.60 %

75,059.3375,052.54

100.331.50 %

75,249.53338.54

0.02 %196.99

Aaa / AA+AAA

2.732.65

3135G0T29 FNMA Note1.5% Due 2/28/2020

1,005,000.00 03/01/20171.67 %

1,000,165.951,000,422.84

99.891.54 %

1,003,848.272,638.14

0.23 %3,425.43

Aaa / AA+AAA

2.832.75

3135G0VY6 FNMA Callable Note 1X 3/27/20151.7% Due 3/27/2020

3,500,000.00 03/23/20171.61 %

3,509,275.003,508,949.09

100.431.55 %

3,515,081.505,619.44

0.82 %6,132.41

NR / AA+AAA

2.912.82

3137EADR7 FHLMC Note1.375% Due 5/1/2020

100,000.00 04/25/20171.54 %

99,509.0099,510.83

99.541.53 %

99,538.10687.50

0.02 %27.27

Aaa / AA+AAA

3.012.91


225,000.00 04/25/20171.54 %

223,895.25223,899.36

99.541.53 %

223,960.731,546.88

0.05 %61.37

Aaa / AA+AAA

3.012.91


940,000.00 Various1.40 %

939,727.40939,269.72

99.541.53 %

935,658.146,462.50

0.22 %(3,611.58)

Aaa / AA+AAA

3.012.91


400,000.00 Various1.42 %

399,611.42399,459.01

99.541.53 %

398,152.402,750.00

0.09 %(1,306.61)

Aaa / AA+AAA

3.012.91









Moody/S&P Fitch

MaturityDuration

AGENCY


135,000.00 Various1.42 %

134,862.29134,811.52

99.541.53 %

134,376.44928.13

0.03 %(435.08)

Aaa / AA+AAA

3.012.91


140,000.00 Various1.39 %

140,005.60139,932.39

99.541.53 %

139,353.35962.51

0.03 %(579.04)

Aaa / AA+AAA

3.012.91

3134G44G0 FHLMC Callable Note 1X 5/22/20151.5% Due 5/22/2020

400,000.00 02/22/20161.32 %

403,028.00402,198.10

99.881.54 %

399,524.002,650.00

0.09 %(2,674.10)

Aaa / AA+AAA

3.062.96

3135G0D75 FNMA Note1.5% Due 6/22/2020

195,000.00 12/15/20151.76 %

192,812.10193,458.77

99.841.55 %

194,686.641,048.13

0.05 %1,227.87

Aaa / AA+AAA

3.153.04

3135G0D75 FNMA Note1.5% Due 6/22/2020

65,000.00 12/15/20151.76 %

64,270.7064,486.26

99.841.55 %

64,895.55349.38

0.02 %409.29

Aaa / AA+AAA

3.153.04

3135G0H55 FNMA Note1.875% Due 12/28/2020

685,000.00 05/27/20161.40 %

699,378.15696,567.76

100.781.65 %

690,347.114,388.29

0.16 %(6,220.65)

Aaa / AA+AAA

3.673.51

3130A7CV5 FHLB Note1.375% Due 2/18/2021

665,000.00 04/26/20161.48 %

661,768.10662,427.93

98.801.70 %

657,034.631,854.14

0.15 %(5,393.30)

Aaa / AA+AAA

3.813.67

3130A7CV5 FHLB Note1.375% Due 2/18/2021

375,000.00 05/27/20161.45 %

373,781.25374,011.41

98.801.70 %

370,508.251,045.57

0.09 %(3,503.16)

Aaa / AA+AAA

3.813.67

3130A7CV5 FHLB Note1.375% Due 2/18/2021

225,000.00 Various1.46 %

224,148.00224,314.49

98.801.70 %

222,304.95627.34

0.05 %(2,009.54)

Aaa / AA+AAA

3.813.67

3135G0J20 FNMA Note1.375% Due 2/26/2021

200,000.00 05/27/20161.45 %

199,346.00199,468.98

98.731.72 %

197,465.00496.53

0.05 %(2,003.98)

Aaa / AA+AAA

3.833.70

3135G0J20 FNMA Note1.375% Due 2/26/2021

465,000.00 05/27/20161.45 %

463,479.45463,765.38

98.731.72 %

459,106.131,154.43

0.11 %(4,659.25)

Aaa / AA+AAA

3.833.70

3135G0J20 FNMA Note1.375% Due 2/26/2021

75,000.00 05/27/20161.45 %

74,754.7574,800.87

98.731.72 %

74,049.38186.20

0.02 %(751.49)

Aaa / AA+AAA

3.833.70

3137EAEC9 FHLMC Note1.125% Due 8/12/2021

75,000.00 12/27/20162.11 %

71,759.2571,988.02

97.121.83 %

72,837.60185.16

0.02 %849.58

Aaa / AA+AAA

4.294.14

Total Agency 67,614,000.00 1.06 %68,000,047.7467,815,573.18 1.23 %

67,661,652.86222,844.71

15.74 %(153,920.32)

Aaa / AA+AAA

1.521.49

SUPRANATIONAL

459058DL4 Intl. Bank Recon & Development Note1.875% Due 3/15/2019

70,000.00 12/28/20161.58 %

70,443.8070,376.82

100.751.47 %

70,526.33167.71

0.02 %149.51

Aaa / AAAAAA

1.871.83

45950KCD0 International Finance Corp Note1.75% Due 9/16/2019

2,500,000.00 02/24/20171.50 %

2,515,775.002,514,687.66

100.591.49 %

2,514,870.005,468.75

0.58 %182.34

Aaa / AAANR

2.382.32

4581X0BG2 Inter-American Dev Bank Note3.875% Due 9/17/2019

3,400,000.00 12/21/20161.71 %

3,595,874.003,570,746.97

105.231.63 %

3,577,680.6016,102.78

0.83 %6,933.63

Aaa / NRAAA

2.382.27

459058DW0 Intl. Bank Recon & Development Note1.875% Due 10/7/2019

3,400,000.00 12/21/20161.69 %

3,417,510.003,415,321.04

100.841.52 %

3,428,475.004,250.00

0.80 %13,153.96

Aaa / AAAAAA

2.442.37

459058FS7 Intl. Bank Recon & Development Note1.125% Due 11/27/2019

2,500,000.00 02/24/20171.53 %

2,472,700.002,474,436.35

98.951.54 %

2,473,822.5012,031.25

0.58 %(613.85)

Aaa / AAAAAA

2.582.51









Moody/S&P Fitch

MaturityDuration

SUPRANATIONAL

4581X0CP1 Inter-American Dev Bank Note1.875% Due 6/16/2020

2,600,000.00 01/27/20171.81 %

2,605,746.002,605,326.17

100.521.70 %

2,613,634.4018,281.25

0.61 %8,308.23

Aaa / AAAAAA

3.133.01

Total Supranational 14,470,000.00 1.65 %14,678,048.8014,650,895.01 1.58 %

14,679,008.8356,301.74

3.42 %28,113.82

Aaa / AAAAAA

2.562.47

US CORPORATE

48126EAA5 JP Morgan Note2% Due 8/15/2017

50,000.00 10/05/20161.29 %

50,301.5050,101.31

100.191.33 %

50,096.15211.11

0.01 %(5.16)

A3 / A-A+

0.290.29

459200GJ4 IBM Corp Note5.7% Due 9/14/2017

2,000,000.00 04/18/20160.90 %

2,133,040.002,035,316.62

101.671.19 %

2,033,348.0014,883.33

0.47 %(1,968.62)

Aa3 / AA-A+

0.380.37

68389XAN5 Oracle Corp Note1.2% Due 10/15/2017

1,000,000.00 09/28/20151.12 %

1,001,690.001,000,377.61

99.991.22 %

999,900.00533.33

0.23 %(477.61)

A1 / AA-A+

0.460.46


190,000.00 10/08/20151.03 %

190,627.00190,143.32

99.991.22 %

189,981.00101.33

0.04 %(162.32)

A1 / AA-A+

0.460.46

02665WAQ4 American Honda Finance Note1.55% Due 12/11/2017

265,000.00 09/25/20151.29 %

266,468.10265,410.77

100.211.20 %

265,567.101,597.36

0.06 %156.33

A1 / A+NR

0.620.61


190,000.00 10/23/20151.14 %

191,634.00190,474.68

100.211.20 %

190,406.601,145.28

0.04 %(68.08)

A1 / A+NR

0.620.61

94974BFG0 Wells Fargo Corp Note1.5% Due 1/16/2018

1,240,000.00 09/24/20151.54 %

1,238,846.801,239,635.71

99.961.56 %

1,239,479.205,425.00

0.29 %(156.51)

A2 / AAA-

0.720.70


190,000.00 10/06/20151.41 %

190,383.80190,120.28

99.961.56 %

189,920.20831.25

0.04 %(200.08)

A2 / AAA-

0.720.70

084670BH0 Berkshire Hathaway Note1.55% Due 2/9/2018

110,000.00 09/24/20151.26 %

110,739.20110,243.69

100.191.31 %

110,204.49388.36

0.03 %(39.20)

Aa2 / AAA+

0.780.77


250,000.00 09/28/20151.20 %

252,025.00250,667.55

100.191.31 %

250,464.75882.64

0.06 %(202.80)

Aa2 / AAA+

0.780.77


45,000.00 09/28/20151.20 %

45,364.5045,120.16

100.191.31 %

45,083.66158.88

0.01 %(36.50)

Aa2 / AAA+

0.780.77

30231GAU6 Exxon Mobil Corp Note1.439% Due 3/1/2018

635,000.00 03/24/20161.16 %

638,390.90636,479.14

100.101.32 %

635,634.371,522.94

0.15 %(844.77)

Aaa / AA+NR

0.840.83

46623EKD0 JP Morgan Chase Callable Note Cont 2/1/20181.7% Due 3/1/2018

2,000,000.00 04/18/20161.45 %

2,008,840.002,003,753.54

100.091.59 %

2,001,794.005,666.67

0.47 %(1,959.54)

A3 / A-A+

0.840.83

166764AV2 Chevron Corp Note1.365% Due 3/2/2018

365,000.00 03/23/20161.26 %

365,711.75365,309.97

99.951.43 %

364,806.92816.54

0.08 %(503.05)

Aa2 / AA-NR

0.840.83


140,000.00 09/24/20151.35 %

140,039.20140,013.02

99.951.43 %

139,925.94313.19

0.03 %(87.08)

Aa2 / AA-NR

0.840.83









Moody/S&P Fitch

MaturityDuration

US CORPORATE


85,000.00 09/24/20151.35 %

85,023.8085,007.90

99.951.43 %

84,955.04190.15

0.02 %(52.86)

Aa2 / AA-NR

0.840.83


35,000.00 09/24/20151.35 %

35,009.8035,003.25

99.951.43 %

34,981.4978.30

0.01 %(21.76)

Aa2 / AA-NR

0.840.83

808513AK1 Charles Schwab Corp Callable Note Cont 2/10/20181.5% Due 3/10/2018

140,000.00 12/15/20151.65 %

139,556.20139,826.63

100.041.45 %

140,052.92297.51

0.03 %226.29

A2 / AA

0.860.76

36962G6W9 General Electric Capital Corp Note1.625% Due 4/2/2018

165,000.00 01/29/20161.15 %

166,676.40165,717.23

100.331.26 %

165,544.83215.99

0.04 %(172.40)

A1 / AA-AA-

0.920.91


190,000.00 11/19/20151.55 %

190,315.40190,123.56

100.331.26 %

190,627.38248.72

0.04 %503.82

A1 / AA-AA-

0.920.91

037833AJ9 Apple Inc Note1% Due 5/3/2018

1,000,000.00 03/24/20161.02 %

999,560.00999,788.08

99.751.25 %

997,520.004,944.44

0.23 %(2,268.08)

Aa1 / AA+NR

1.010.99


240,000.00 09/24/20151.24 %

238,533.60239,428.68

99.751.25 %

239,404.801,186.67

0.06 %(23.88)

Aa1 / AA+NR

1.010.99


190,000.00 10/07/20151.09 %

189,561.10189,825.92

99.751.25 %

189,528.80939.44

0.04 %(297.12)

Aa1 / AA+NR

1.010.99

747525AG8 Qualcomm Inc Note1.4% Due 5/18/2018

350,000.00 07/28/20160.95 %

352,824.50351,646.87

99.911.49 %

349,685.002,191.39

0.08 %(1,961.87)

A1 / A+NR

1.051.03

166764AE0 Chevron Corp Callable Note Cont 5/24/20181.718% Due 6/24/2018

12,000.00 03/17/20171.47 %

12,036.6012,033.48

100.341.40 %

12,040.2272.73

0.00 %6.74

Aa2 / AA-NR

1.151.05


175,000.00 03/17/20171.47 %

175,533.75175,488.20

100.341.40 %

175,586.601,060.63

0.04 %98.40

Aa2 / AA-NR

1.151.05


1,000,000.00 03/23/20161.42 %

1,006,470.001,003,338.52

100.341.40 %

1,003,352.006,060.72

0.23 %13.48

Aa2 / AA-NR

1.151.05

02665WAW1 American Honda Finance Note1.6% Due 7/13/2018

500,000.00 06/29/20161.00 %

506,040.00503,572.55

100.131.49 %

500,646.002,400.00

0.12 %(2,926.55)

A1 / A+NR

1.201.18

24422ESX8 John Deere Capital Corp Note1.6% Due 7/13/2018

260,000.00 10/01/20151.47 %

260,904.80260,395.55

100.181.45 %

260,469.561,248.00

0.06 %74.01

A2 / AA

1.201.18

89236TCP8 Toyota Motor Credit Corp Note1.55% Due 7/13/2018

900,000.00 06/29/20160.99 %

910,206.00906,036.28

100.031.52 %

900,292.504,185.00

0.21 %(5,743.78)

Aa3 / AA-A

1.201.18

24422ETA7 John Deere Capital Corp Note1.75% Due 8/10/2018

540,000.00 11/16/20161.43 %

542,910.60542,164.01

100.351.47 %

541,893.782,126.25

0.13 %(270.23)

A2 / AA

1.281.26


325,000.00 11/16/20161.43 %

326,751.75326,302.41

100.351.47 %

326,139.781,279.69

0.08 %(162.63)

A2 / AA

1.281.26

084664BY6 Berkshire Hathaway Note2% Due 8/15/2018

310,000.00 06/28/20160.91 %

317,077.30314,302.52

100.711.44 %

312,216.191,308.89

0.07 %(2,086.33)

Aa2 / AAA+

1.291.27

24422EQV4 John Deere Capital Corp Note5.75% Due 9/10/2018

210,000.00 06/28/20161.14 %

230,949.60223,011.81

105.511.64 %

221,574.151,777.71

0.05 %(1,437.66)

A2 / AA

1.361.31









Moody/S&P Fitch

MaturityDuration

US CORPORATE


1,400,000.00 Various1.05 %

1,542,236.001,488,422.58

105.511.64 %

1,477,161.0111,851.39

0.35 %(11,261.57)

A2 / AA

1.361.31

89236TAY1 Toyota Motor Credit Corp Note2% Due 10/24/2018

240,000.00 09/25/20151.77 %

241,639.20240,801.29

100.651.56 %

241,550.4093.33

0.06 %749.11

Aa3 / AA-A

1.481.46

91159HHE3 US Bancorp Callable Note Cont 10/15/20181.95% Due 11/15/2018

405,000.00 07/06/20160.99 %

413,662.95410,599.95

100.551.56 %

407,246.133,641.63

0.10 %(3,353.82)

A1 / A+AA

1.551.42

94974BFQ8 Wells Fargo Corp Note2.15% Due 1/15/2019

290,000.00 08/22/20161.32 %

295,646.30294,048.06

100.521.84 %

291,508.871,835.86

0.07 %(2,539.19)

A2 / AAA-

1.711.66


830,000.00 08/22/20161.32 %

846,160.10841,585.80

100.521.84 %

834,318.505,254.36

0.19 %(7,267.30)

A2 / AAA-

1.711.66


65,000.00 08/22/20161.32 %

66,265.5565,907.32

100.521.84 %

65,338.20411.49

0.02 %(569.12)

A2 / AAA-

1.711.66

17275RAE2 Cisco Systems Note4.95% Due 2/15/2019

310,000.00 07/28/20161.09 %

339,986.30331,164.23

105.971.56 %

328,507.623,239.50

0.08 %(2,656.61)

A1 / AA-NR

1.801.71


280,000.00 11/30/20161.70 %

299,608.40295,938.98

105.971.56 %

296,716.562,926.00

0.07 %777.58

A1 / AA-NR

1.801.71

037833BQ2 Apple Inc Note1.7% Due 2/22/2019

255,000.00 07/28/20161.05 %

259,156.50257,942.37

100.441.45 %

256,123.79818.83

0.06 %(1,818.58)

Aa1 / AA+NR

1.821.77

037833BQ2 Apple Inc Note1.7% Due 2/22/2019

85,000.00 07/28/20161.05 %

86,385.5085,980.79

100.441.45 %

85,374.60272.94

0.02 %(606.19)

Aa1 / AA+NR

1.821.77

69371RM86 Paccar Financial Corp Note1.65% Due 2/25/2019

170,000.00 11/30/20161.70 %

169,809.60169,844.60

99.931.69 %

169,886.10514.25

0.04 %41.50

A1 / A+NR

1.821.78

69371RM86 Paccar Financial Corp Note1.65% Due 2/25/2019

1,000,000.00 12/22/20161.83 %

996,170.00996,768.58

99.931.69 %

999,330.003,025.00

0.23 %2,561.42

A1 / A+NR

1.821.78

166751AJ6 ChevronTexaco Corp Note4.95% Due 3/3/2019

430,000.00 07/06/20161.15 %

472,410.90459,625.48

105.881.69 %

455,283.573,429.25

0.11 %(4,341.91)

Aa2 / AA-NR

1.841.76


95,000.00 07/06/20161.15 %

104,369.85101,545.17

105.881.69 %

100,585.91757.63

0.02 %(959.26)

Aa2 / AA-NR

1.841.76


35,000.00 07/06/20161.15 %

38,452.0537,411.38

105.881.69 %

37,057.97279.13

0.01 %(353.41)

Aa2 / AA-NR

1.841.76

24422ESK6 John Deere Capital Corp Note1.95% Due 3/4/2019

75,000.00 12/27/20161.83 %

75,195.7575,165.56

100.471.69 %

75,349.58231.56

0.02 %184.02

A2 / AA

1.841.80

084664CG4 Berkshire Hathaway Note1.7% Due 3/15/2019

75,000.00 12/27/20161.81 %

74,819.2574,846.73

100.241.57 %

75,182.40162.92

0.02 %335.67

Aa2 / AAA+

1.871.84

30231GAD4 Exxon Mobil Corp Callable Note Cont 2/15/20191.819% Due 3/15/2019

1,000,000.00 12/02/20161.64 %

1,003,980.001,003,290.58

100.521.53 %

1,005,153.002,324.28

0.23 %1,862.42

Aaa / AA+NR

1.871.75

94974BFU9 Wells Fargo Corp Note2.125% Due 4/22/2019

60,000.00 05/13/20161.48 %

61,113.0060,756.13

100.521.86 %

60,312.7231.88

0.01 %(443.41)

A2 / AAA-

1.981.93









Moody/S&P Fitch

MaturityDuration

US CORPORATE

91159HHH6 US Bancorp Callable Note Cont 3/25/20192.2% Due 4/25/2019

160,000.00 01/05/20161.95 %

161,260.80160,754.99

100.901.72 %

161,444.0058.67

0.04 %689.01

A1 / A+AA

1.991.86


95,000.00 01/05/20161.95 %

95,748.6095,448.27

100.901.72 %

95,857.3834.83

0.02 %409.11

A1 / A+AA

1.991.86


190,000.00 02/08/20161.55 %

193,769.60192,312.89

100.901.72 %

191,714.7569.67

0.04 %(598.14)

A1 / A+AA

1.991.86


40,000.00 09/24/20151.71 %

40,661.6040,364.25

100.901.72 %

40,361.0014.67

0.01 %(3.25)

A1 / A+AA

1.991.86


70,000.00 12/27/20161.86 %

70,515.2070,438.70

100.901.72 %

70,631.7525.67

0.02 %193.05

A1 / A+AA

1.991.86


265,000.00 Various1.39 %

271,031.60268,988.30

100.901.72 %

267,391.6397.17

0.06 %(1,596.67)

A1 / A+AA

1.991.86


75,000.00 Various1.42 %

76,664.4076,088.00

100.901.72 %

75,676.8827.50

0.02 %(411.12)

A1 / A+AA

1.991.86

69371RN28 Paccar Financial Corp Note1.3% Due 5/10/2019

355,000.00 07/28/20161.16 %

356,402.25356,026.53

99.141.73 %

351,938.482,192.13

0.08 %(4,088.05)

A1 / A+NR

2.031.98


70,000.00 12/28/20161.86 %

69,094.2069,221.89

99.141.73 %

69,396.32432.25

0.02 %174.43

A1 / A+NR

2.031.98

717081DL4 Pfizer Inc. Note2.1% Due 5/15/2019

1,000,000.00 10/31/20161.37 %

1,018,230.001,014,689.03

100.901.65 %

1,009,043.009,683.33

0.24 %(5,646.03)

A1 / AAA+

2.041.97

89236TDE2 Toyota Motor Credit Corp Note1.4% Due 5/20/2019

50,000.00 08/30/20161.26 %

50,181.0050,137.30

99.391.71 %

49,692.65313.06

0.01 %(444.65)

Aa3 / AA-A

2.052.00


600,000.00 08/30/20161.27 %

602,058.00601,561.25

99.391.71 %

596,311.803,756.67

0.14 %(5,249.45)

Aa3 / AA-A

2.052.00


470,000.00 08/30/20161.26 %

471,701.40471,290.64

99.391.71 %

467,110.922,942.72

0.11 %(4,179.72)

Aa3 / AA-A

2.052.00


75,000.00 08/30/20161.26 %

75,271.5075,205.95

99.391.71 %

74,538.98469.58

0.02 %(666.97)

Aa3 / AA-A

2.052.00


325,000.00 12/12/20161.85 %

321,506.25322,045.65

99.391.71 %

323,002.232,034.86

0.08 %956.58

Aa3 / AA-A

2.052.00

717081DU4 Pfizer Inc. Note1.45% Due 6/3/2019

555,000.00 01/23/20171.58 %

553,346.10553,532.51

99.581.66 %

552,645.693,308.42

0.13 %(886.82)

A1 / AAA+

2.092.04

68389XAG0 Oracle Corp Note5% Due 7/8/2019

110,000.00 01/31/20171.61 %

118,874.80117,978.44

107.111.68 %

117,819.021,726.39

0.03 %(159.42)

A1 / AA-A+

2.192.06









Moody/S&P Fitch

MaturityDuration

US CORPORATE

02665WBE0 American Honda Finance Note1.2% Due 7/12/2019

1,300,000.00 07/27/20161.22 %

1,299,064.001,299,296.70

98.751.78 %

1,283,688.904,723.33

0.30 %(15,607.80)

A1 / A+NR

2.202.15

89236TBP9 Toyota Motor Credit Corp Note2.125% Due 7/18/2019

335,000.00 06/28/20161.24 %

343,833.95341,437.66

100.721.79 %

337,415.352,036.75

0.08 %(4,022.31)

Aa3 / AA-A

2.222.15

084670BL1 Berkshire Hathaway Note2.1% Due 8/14/2019

1,000,000.00 12/21/20161.85 %

1,006,490.001,005,625.74

100.831.73 %

1,008,267.004,491.67

0.23 %2,641.26

Aa2 / AAA+

2.292.22

02665WAH4 American Honda Finance Note2.25% Due 8/15/2019

400,000.00 12/16/20162.01 %

402,464.00402,130.20

101.031.79 %

404,117.601,900.00

0.09 %1,987.40

A1 / A+NR

2.292.22

084664CK5 Berkshire Hathaway Note1.3% Due 8/15/2019

2,400,000.00 08/30/20161.29 %

2,400,552.002,400,420.23

99.381.57 %

2,385,192.006,586.67

0.55 %(15,228.23)

Aa2 / AAA+

2.292.24


245,000.00 08/30/20161.31 %

244,928.95244,943.80

99.381.57 %

243,488.35672.39

0.06 %(1,455.45)

Aa2 / AAA+

2.292.24

17275RBG6 Cisco Systems Note1.4% Due 9/20/2019

780,000.00 09/27/20161.32 %

781,809.60781,455.93

99.351.68 %

774,909.721,243.66

0.18 %(6,546.21)

A1 / AA-NR

2.392.33


75,000.00 12/27/20161.89 %

74,021.2574,141.21

99.351.68 %

74,510.55119.58

0.02 %369.34

A1 / AA-NR

2.392.33

68389XAX3 Oracle Corp Note2.25% Due 10/8/2019

760,000.00 08/16/20161.23 %

783,788.00778,526.49

101.291.71 %

769,834.401,092.51

0.18 %(8,692.09)

A1 / AA-A+

2.442.36


1,500,000.00 10/31/20161.45 %

1,534,230.001,528,502.04

101.291.71 %

1,519,410.002,156.25

0.35 %(9,092.04)

A1 / AA-A+

2.442.36


400,000.00 12/16/20161.90 %

403,852.00403,361.63

101.291.71 %

405,176.00575.00

0.09 %1,814.37

A1 / AA-A+

2.442.36


75,000.00 12/27/20161.90 %

75,696.0075,612.78

101.291.71 %

75,970.50107.81

0.02 %357.72

A1 / AA-A+

2.442.36

166764AN0 Chevron Corp Callable Note Cont 10/15/20192.193% Due 11/15/2019

300,000.00 01/31/20171.77 %

303,432.00303,133.37

100.901.82 %

302,685.603,033.65

0.07 %(447.77)

Aa2 / AA-NR

2.552.36

717081EB5 Pfizer Inc. Note1.7% Due 12/15/2019

1,200,000.00 01/27/20171.70 %

1,200,012.001,200,015.44

99.951.72 %

1,199,404.809,066.67

0.28 %(610.64)

A1 / AAA+

2.632.54


685,000.00 11/22/20161.76 %

683,794.40683,960.46

99.951.72 %

684,660.245,175.55

0.16 %699.78

A1 / AAA+

2.632.54

30231GAG7 Exxon Mobil Corp Callable Note Cont 2/6/20201.912% Due 3/6/2020

1,000,000.00 05/19/20161.75 %

1,006,080.001,004,598.36

100.551.71 %

1,005,492.002,921.11

0.23 %893.64

Aaa / AA+NR

2.852.68


465,000.00 05/31/20161.73 %

468,045.75467,321.66

100.551.71 %

467,553.781,358.32

0.11 %232.12

Aaa / AA+NR

2.852.68


218,000.00 05/31/20161.73 %

219,427.90219,088.43

100.551.71 %

219,197.26636.80

0.05 %108.83

Aaa / AA+NR

2.852.68









Moody/S&P Fitch

MaturityDuration

US CORPORATE

46625HLW8 JP Morgan Chase Callable Note Cont 5/23/20202.75% Due 6/23/2020

250,000.00 04/26/20162.21 %

255,260.00254,002.48

101.582.23 %

253,953.752,444.44

0.06 %(48.73)

A3 / A-A+

3.152.98


35,000.00 04/26/20162.21 %

35,736.4035,560.35

101.582.23 %

35,553.53342.22

0.01 %(6.82)

A3 / A-A+

3.152.98


80,000.00 06/28/20161.86 %

82,657.6082,101.29

101.582.23 %

81,265.20782.22

0.02 %(836.09)

A3 / A-A+

3.152.98


65,000.00 06/28/20161.86 %

67,159.3066,707.30

101.582.23 %

66,027.98635.56

0.02 %(679.32)

A3 / A-A+

3.152.98

458140AQ3 Intel Corp Note2.45% Due 7/29/2020

590,000.00 06/09/20161.57 %

610,756.20606,391.59

102.031.80 %

601,971.103,694.05

0.14 %(4,420.49)

A1 / A+A+

3.253.10

713448DC9 Pepsico Inc. Callable Note Cont 9/14/20202.15% Due 10/14/2020

300,000.00 06/07/20161.60 %

306,768.00305,390.98

100.871.88 %

302,598.60304.58

0.07 %(2,792.38)

A1 / A+A

3.463.24

46625HHU7 JP Morgan Chase Note4.25% Due 10/15/2020

70,000.00 12/27/20162.74 %

73,774.4073,451.97

106.422.31 %

74,496.17132.22

0.02 %1,044.20

A3 / A-A+

3.463.22

46625HNX4 JP Morgan Chase Callable Note Cont 09/29/20202.55% Due 10/29/2020

200,000.00 05/05/20162.07 %

204,016.00203,147.38

100.812.30 %

201,613.0028.33

0.05 %(1,534.38)

A3 / A-A+

3.503.25


300,000.00 05/27/20162.24 %

303,852.00303,084.57

100.812.30 %

302,419.5042.50

0.07 %(665.07)

A3 / A-A+

3.503.25


350,000.00 05/27/20162.24 %

354,494.00353,598.66

100.812.30 %

352,822.7649.59

0.08 %(775.90)

A3 / A-A+

3.503.25


35,000.00 05/27/20162.24 %

35,449.4035,359.87

100.812.30 %

35,282.284.96

0.01 %(77.59)

A3 / A-A+

3.503.25

94974BGR5 Wells Fargo Corp Note2.55% Due 12/7/2020

1,000,000.00 05/19/20162.21 %

1,014,540.001,011,623.53

100.962.27 %

1,009,562.0010,200.00

0.24 %(2,061.53)

A2 / AAA-

3.613.39

92826CAB8 Visa Inc Note2.2% Due 12/14/2020

300,000.00 06/07/20161.71 %

306,360.00305,139.00

100.801.97 %

302,397.602,511.67

0.07 %(2,741.40)

A1 / A+NR

3.633.44


525,000.00 06/09/20161.69 %

536,649.75534,412.54

100.801.97 %

529,195.804,395.41

0.12 %(5,216.74)

A1 / A+NR

3.633.44


405,000.00 Various1.70 %

413,808.75412,117.35

100.801.97 %

408,236.763,390.75

0.10 %(3,880.59)

A1 / A+NR

3.633.44









Moody/S&P Fitch

MaturityDuration

US CORPORATE

949746RS2 Wells Fargo Company Note2.5% Due 3/4/2021

450,000.00 04/26/20162.26 %

454,882.50453,911.45

100.292.42 %

451,299.151,781.25

0.11 %(2,612.30)

A2 / AAA-

3.853.63


175,000.00 04/26/20162.26 %

176,898.75176,521.12

100.292.42 %

175,505.23692.71

0.04 %(1,015.89)

A2 / AAA-

3.853.63


65,000.00 04/26/20162.26 %

65,705.2565,564.99

100.292.42 %

65,187.66257.29

0.02 %(377.33)

A2 / AAA-

3.853.63

Total US Corporate 45,235,000.00 1.44 %45,973,717.5545,695,569.54 1.64 %

45,540,048.95214,165.73

10.61 %(155,520.59)

A1 / AA-A+

1.871.80

TOTAL PORTFOLIO 429,927,295.78 0.64 %431,405,010.63430,911,999.95 0.69 %

430,537,177.96697,179.24

100.00 %(374,821.99)

Aaa / AA+AAA

5.255.21

TOTAL MARKET VALUE PLUS ACCRUED 431,234,357.20


Transaction Ledger3/31/17 Thru 4/30/17


Transaction Type

Settlement Date CUSIP Quantity Security Description Price

Acq/DispYield Amount

Interest Pur/Sold Total Amount Gain/Loss

ACQUISITIONS

Purchase 04/20/2017 912796LK3 6,110,000.00 US Treasury Bill0.77% Due 7/13/2017

99.819 0.79 % 6,098,958.21 0.00 6,098,958.21 0.00


99.819 0.79 % 1,861,629.63 0.00 1,861,629.63 0.00

Purchase 04/26/2017 912828K58 3,595,000.00 US Treasury Note1.375% Due 4/30/2020

99.621 1.50 % 3,581,390.36 24,169.42 3,605,559.78 0.00

Purchase 04/26/2017 912828Q78 3,595,000.00 US Treasury Note1.375% Due 4/30/2021

98.664 1.72 % 3,546,985.09 24,169.42 3,571,154.51 0.00

Purchase 04/27/2017 3137EADR7 65,000.00 FHLMC Note1.375% Due 5/1/2020

99.509 1.54 % 64,680.85 436.94 65,117.79 0.00


99.509 1.54 % 467,692.30 3,159.45 470,851.75 0.00


99.509 1.54 % 189,067.10 1,277.22 190,344.32 0.00


99.509 1.54 % 64,680.85 436.95 65,117.80 0.00


99.509 1.54 % 99,509.00 672.22 100,181.22 0.00


99.509 1.54 % 223,895.25 1,512.50 225,407.75 0.00

Subtotal 16,280,000.00 16,198,488.64 55,834.12 16,254,322.76 0.00

TOTAL ACQUISITIONS 16,280,000.00 16,198,488.64 55,834.12 16,254,322.76 0.00

DISPOSITIONS

Maturity 04/27/2017 3135G0JA2 220,000.00 FNMA Note1.125% Due 4/27/2017

100.000 220,000.00 0.00 220,000.00 0.00


100.000 55,000.00 0.00 55,000.00 0.00


100.000 170,000.00 0.00 170,000.00 0.00


100.000 465,000.00 0.00 465,000.00 0.00


100.000 70,000.00 0.00 70,000.00 0.00

Page 1



Transaction Type




DISPOSITIONS

Maturity 04/30/2017 912828K66 5,000,000.00 US Treasury Note0.5% Due 4/30/2017

100.000 5,000,000.00 0.00 5,000,000.00 0.00

Subtotal 5,980,000.00 5,980,000.00 0.00 5,980,000.00 0.00

TOTAL DISPOSITIONS 5,980,000.00 5,980,000.00 0.00 5,980,000.00 0.00

Page 2

Accrued Interest. The interest that has accumulated on a bond since the last interest payment up to, but not including, the settlement date. Basis Point. Unit of interest rates or yields expressed as a percentage. One hundred basis points equal one percent. Book Value. The value at which an asset is carried on a balance sheet. To calculate, take the cost of an asset adjusted for the cumulative amortization of premium/discount recorded to date. Book Yield. The yield that equates the current amortized value of the security to its periodic future cash flows. Call Risk. This reflects the danger that a bond might be called or redeemed during a period of declining interest rates. When high-yielding investments are called during periods of declining interest rates, investors must then reinvest the proceeds in obligations that have lower yields. Fund managers can reduce this risk by holding issues with longer periods of call protection. Cost Value. The original price paid for the investment, excluding interest purchased. Coupon Rate. The annual interest rate that a debt issuer promises to pay an investor. Credit Risk. Reflects the possibility that the issuer will not make promised interest and principal payments on time or in full. Treasury securities are considered to have no risk. Discount. The amount which is deducted from the par value when purchasing a security that has a coupon rate lower than the current market value. Duration. The weighted average time to maturity of a bond where the weights are the present value of future cash flows. Duration measures the price sensitivity of a bond to changes in interest rates. Event Risk. This reflects the chance that a leveraged buyout, takeover, or other recapitalization would materially weaken the claims of existing bondholders, sometimes to the benefit of stockholders. A classic example was the buyout of RJR Nabisco. The company’s bond prices declined after its creditworthiness was downgraded to reflect a higher debt load. Fixed Income Security. A debt instrument with a fixed or variable interest component and a maturity date. Gain/Loss. The unrealized gain or loss on the security, compared to either cost or amortized value, as of the date of the report.

Investment Definitions Exhibit #5

Page 1

Interest Pur/Sold. The accrued interest purchased or sold on the transaction. When a bond is purchased or sold between coupon payment dates, the accrued interest up to the settlement date of the transaction is included in the net proceeds. Interest Rate (or Market) Risk. The risk that the market value of the portfolio will rise or fall when interest rates fluctuate. When interest rates rise, bond prices fall. The longer the maturity of the bond and the lower the coupon rate, the greater the vulnerability to a change in interest rates. Liquidity Risk. Esoteric securities and other thinly traded securities carry the danger of not being easily or quickly sold. This means that the fund manager may have to accept a sub-optimal bid for securities if a competitive market does not exist and the manager must liquidate the position on short notice. Market Value. The current fair value of an investment, as determined by transactions between willing buyers and sellers. Maturity Date. The date on which the principal or last principal payment on a debt is due and payable. Money Market Security. A short-term debt instrument such as a treasury bill or commercial paper. Mkt YTM (Market Yield to Maturity). The internal rate of return that equates the periodic future cash flows (interest payments and redemption value) to the market price, assuming that all cash flows are invested at the same yield to maturity rate. Par Value/Units. The face value of a security which represents the amount to be paid by the issuer at maturity. Premium. The amount above the par value which is paid to purchase a security that has a coupon rate higher than the current market rate. Reinvestment Risk. When interest rates fall, so do the rates at which bond interest payments can be reinvested. This reduces realized yields, since the bondholder will earn less “interest on interest.” Zero-coupon bonds do not make periodic interest payments, and as such, are not subject to reinvestment risk. Yield. The internal rate of return on an investment. Yield encompasses the following factors: historical cost, coupon rate, interest payments and their reinvestment and maturity date.


Page 2


DATE: June 8, 2017 TO: Foothill/Eastern Transportation Corridor Agency Board of Directors FROM: Daryn Martin, Manager of Treasury Operations SUBJECT: Investment Reports – as of April 30, 2017 STAFF RECOMMENDATION: Receive and file. BACKGROUND: The Foothill/Eastern Transportation Corridor Agency (F/ETCA) issues a monthly report to the Board of Directors detailing the types of investments in the portfolio, the dollar amount invested in each category, the rate of interest in each category, the total portfolio yield, and the transactions for the month. DISCUSSION: Compliance Attached are the investment reports for the F/ETCA for the month ended April 30, 2017. These investment reports reflect only assets held by the Trustee (Bank of New York-Mellon), which include 2013 and 2015 indenture accounts and six non-indenture accounts. As of April 30, 2017, all indenture funds are invested in accordance with the permitted investment section of the respective indentures and all non-indenture funds are invested in compliance with both the California Government Code and F/ETCA Investment Policy. Portfolio Update Since March 31, 2017, the book value of the portfolio increased by approximately $15.9 million to $591.6 million. The increase is primarily related to toll revenue transfers of $15.3 million, the receipt of development impact fees of $2.5 million and interest earnings of $0.7 million. The increase is partially offset by toll operations related expenses of $1.7 million and planning, environmental and construction related expenditures of $0.9 million. This report focuses exclusively on the earnings generated by the Agency’s investment portfolio and does not reflect the positive financial impacts resulting from the savings generated by the December 2013 bond refunding.

F/E Investment Reports File No. 2017F-003 June 8, 2017 Page 2

The weighted average maturity of the F/ETCA portfolio is 1.2 years. The weighted average book yield at April 30, 2017 remained the same as the previous month at 1.13 percent. The market value of the portfolio is $0.9 million or 0.15 percent lower than book value at April 30, 2017, while the market value including accrued interest is $1.1 million or 0.18 percent higher than the book value at April 30, 2017. Market values reported herein have been obtained by Chandler Asset Management from Interactive Data Corporation. These market values are compared for reasonableness with the market values provided by the Trustee. Credit Update To maintain safety, adherence to an investment policy strategy of purchasing top-rated securities and diversification of security types and maturities is required. As shown in Exhibit 2, approximately 63 percent of the entire portfolio is invested in U.S. Treasuries, agency bonds and supranationals that are rated AA+ by Standard and Poor’s and Aaa by Moody’s. The remainder of the portfolio is invested in a local government investment pool, money market investments rated Aaa / AAA by Moody’s and Standard and Poor’s respectively, medium-term corporate notes rated in one of the three highest rating categories by at least two nationally recognized statistical rating agencies, and negotiable certificates of deposit and short-term commercial paper rated at least “A-1/P-1”, the highest rating by the two rating agencies noted above. Economic Update As anticipated, the Federal Open Market Committee (“FOMC”) left the federal funds target rate unchanged at a range of 0.75 percent to 1.00 percent in May. The vote was unanimous. The FOMC noted growth in economic activity slowed. The FOMC also stated that inflation continues to run slightly below the 2.0 percent target. Nonfarm payrolls were modestly higher than expected in April, up 211,000 versus the consensus forecast of 185,000. The unemployment rate fell further to 4.4 percent in April from 4.5 percent in March. However, the labor participation rate also declined to 62.9 percent from 63.0 percent. A broader measure of unemployment called the U-6, which includes those who are marginally attached to the labor force and employed part time for economic reasons, decreased to 8.6 percent in April from 8.9 percent in March. Wage growth rose 0.3 percent in April, in line with expectations, March was revised down to 0.1 percent. On a year-over-year basis, wages were up 2.5 percent in April, versus 2.6 percent in March. The Consumer Price Index (CPI) was up 2.4 percent year-over-year in March, versus up 2.7 percent year-over-year in February. Core CPI (CPI less food and energy) was up 2.0 percent year-over-year in March, versus up 2.2 percent year-over-year in February. The Personal Consumption Expenditures (PCE) index was up 1.8 percent year-over-year in March, versus up 2.1 percent year-over-year in February. Core PCE (excluding food and energy) was up just 1.6 percent year-over-year in March, versus up 1.8 percent year-over-year in February. Core CPI is in line with the FOMC's 2.0 percent target, but the FOMC's primary inflation gauge (PCE) remains below the target.


Total housing starts fell 6.8 percent in March, following a 5.0 percent increase in February. Single-family starts fell 6.2 percent in March, and multi-family starts declined 7.9 percent. However, both single- and multi-family starts are up on a year-over-year basis. Permits were slightly stronger than expected in March, due to a 14.0 percent gain in multi-family permits. According to the Case-Shiller 20-City home price index, home prices were up 5.9 percent year-over-year in February, compared to 5.7 percent in January. Domestic economic data remains indicative of slow growth. GDP grew by 0.7 percent in the first quarter, following growth of 2.1 percent in the fourth quarter. The consensus forecast calls for modest economic growth of about 2.0 percent to 2.5 percent in 2017. Exhibits

1. Portfolio Summary By Sector

This report provides a summary of the F/ETCA total portfolio value by asset sector on a book value basis (historical cost adjusted for the cumulative amortization of premium/discount recorded to date), a market value basis (fair value based on quoted market prices) and a market value plus accrued interest basis. Also inclusive in this report are book and market yield returns along with the percentage held within each sector based upon market value plus accrued interest.

2. Sector Distribution Summary Graphs – Market Value including Accrued Interest

The pie charts are representations of the percentage of each asset sector in the portfolio based upon the market value plus accrued interest. The investment policy specifies percentage limitations on certain asset categories. At April 30, 2017, the Agency holdings were all below the maximum percentage limits.

3. Holdings Report – Total Portfolio

This report provides a detailed description and the associated ratings of each fixed income security held in the F/ETCA portfolio at April 30, 2017. This report includes all Agency security holdings including money market funds and cash. The report also includes an unrealized gain/loss position, average maturity and duration for each security. All of the Agency’s investments were rated at or above the minimum rating required per the Agency’s investment policy and debt agreements.

4. Transaction Ledger This schedule details the F/ETCA investment transactions during the month.

5. Investment Definitions This is a list of common terminology used to describe the Agency’s investment portfolio. Staff has provided this glossary to assist the Board in their review of the Agency’s investment practices.


BUDGET: N/A CONCLUSION: Enclosed are the monthly investment reports for the Foothill/Eastern Transportation Corridor Agency (F/ETCA) as of April 30, 2017. As of April 30, 2017, all indenture funds are invested in accordance with the permitted investment section of the respective indentures and all non-indenture funds are invested in compliance with both the California Government Code and F/ETCA Investment Policy. Attachments

Portfolio Summary By SectorAs of 4/30/2017

Foothill/Eastern Total Portfolio Exhibit #1

Sector Book Value Book Yield Market Value Accrued Interest Market Value Plus Accrued

Market Yield % Held

Money Market Fund FI $24,052,826.02 0.61% $24,052,826.02 $0.00 $24,052,826.02 0.61% 4.06 %

Local Gov Investment Pool $12,516,989.40 0.84% $12,516,989.40 $7,976.00 $12,524,965.40 0.84% 2.11 %

Negotiable CD $8,000,000.00 1.21% $8,000,000.00 $57,811.11 $8,057,811.11 1.21% 1.36 %

Commercial Paper $27,400,288.68 1.24% $27,400,288.68 $0.00 $27,400,288.68 1.24% 4.62 %

US Treasury $143,050,828.08 0.92% $143,015,897.16 $428,586.83 $143,444,483.99 0.96% 24.20 %

Agency $196,960,693.59 1.07% $196,666,910.14 $579,029.09 $197,245,939.23 1.19% 33.28 %

Supranational $34,804,562.89 1.38% $34,796,175.70 $117,079.31 $34,913,255.01 1.42% 5.89 %

US Corporate $144,784,235.02 1.44% $144,260,595.54 $743,038.05 $145,003,633.59 1.63% 24.47 %

Total Portfolio $591,570,423.68 1.13 % $590,709,682.64 $1,933,520.39 $592,643,203.03 1.23 % 100.00 %

Page 1

Sector Distribution - Market Value Including Accrued Interest Exhibit #2Foothill/Eastern Total Portfolio

Foothill/Eastern Total Portfolio

April 30, 2017

$592,643,203.03

March 31, 2017

$576,561,254.13

Page 1








Moody/S&P Fitch

MaturityDuration

MONEY MARKET FUND FI

09248U718 Blackrock Treasury Money Market Fund 15,822,500.41 Various0.63 %

15,822,500.4115,822,500.41

1.000.63 %

15,822,500.410.00

2.67 %0.00

Aaa / AAANR

0.000.00

316175108 Fidelity Institutional Govt Money Market Fund

8,135,124.02 Various0.60 %

8,135,124.028,135,124.02

1.000.60 %

8,135,124.020.00

1.37 %0.00

Aaa / AAANR

0.000.00

99TCASH$1 Bank of New York Cash 95,201.59 Various0.00 %

95,201.5995,201.59

1.000.00 %

95,201.590.00

0.02 %0.00

NR / NRNR

0.000.00

Total Money Market Fund FI 24,052,826.02 0.61 %24,052,826.0224,052,826.02 0.61 %

24,052,826.020.00

4.06 %0.00

Aaa / AAANR

0.000.00

LOCAL GOV INVESTMENT POOL

900CIP$00 Orange County Investment Pool 12,516,989.40 Various0.84 %

12,516,989.4012,516,989.40

1.000.84 %

12,516,989.407,976.00

2.11 %0.00

NR / NRNR

0.000.00

Total Local Gov Investment Pool 12,516,989.40 0.84 %12,516,989.4012,516,989.40 0.84 %

12,516,989.407,976.00

2.11 %0.00

NR / NRNR

0.000.00

NEGOTIABLE CD

06417GPX0 Bank of Nova Scotia Yankee CD1.21% Due 5/3/2017

8,000,000.00 09/28/20161.21 %

8,000,000.008,000,000.00

100.001.21 %

8,000,000.0057,811.11

1.36 %0.00

P-1 / A-1F-1+

0.010.01

Total Negotiable CD 8,000,000.00 1.21 %8,000,000.008,000,000.00 1.21 %

8,000,000.0057,811.11

1.36 %0.00

Aaa / AAAAA

0.010.01

COMMERCIAL PAPER


4,000,000.00 09/28/20161.15 %

3,973,005.564,000,000.00

100.001.15 %

4,000,000.000.00

0.67 %0.00

P-1 / A-1NR

0.000.00


1,300,000.00 09/30/20161.15 %

1,291,308.421,300,000.00

100.001.15 %

1,300,000.000.00

0.22 %0.00

P-1 / A-1NR

0.000.00


3,150,000.00 11/28/20161.00 %

3,136,794.503,149,914.25

100.001.00 %

3,149,914.250.00

0.53 %0.00

P-1 / A-1NR

0.010.01

06538BUT8 Bank of Tokyo Mitsubishi NY Discount CP1.22% Due 7/27/2017

8,600,000.00 03/27/20171.24 %

8,564,735.228,574,644.33

99.711.24 %

8,574,644.330.00

1.45 %0.00

P-1 / A-1NR

0.240.24

89233GWK8 Toyota Motor Credit Discount CP1.3% Due 9/19/2017

3,250,000.00 12/22/20161.33 %

3,218,312.503,233,452.08

99.491.33 %

3,233,452.080.00

0.55 %0.00

P-1 / A-1+NR

0.390.39

89233GZ41 Toyota Motor Credit Discount CP1.33% Due 12/4/2017

7,200,000.00 03/24/20171.36 %

7,132,170.027,142,278.02

99.201.36 %

7,142,278.020.00

1.21 %0.00

P-1 / A-1+NR

0.600.59

Total Commercial Paper 27,500,000.00 1.24 %27,316,326.2227,400,288.68 1.24 %

27,400,288.680.00

4.62 %0.00

Aaa / AA+NR

0.280.28









Moody/S&P Fitch

MaturityDuration

US TREASURY

912828GS3 US Treasury Note4.5% Due 5/15/2017

4,000,000.00 02/27/20140.78 %

4,471,093.754,005,731.80

100.150.94 %

4,005,872.0083,038.67

0.69 %140.20

Aaa / AA+AAA

0.040.04

912828WH9 US Treasury Note0.875% Due 5/15/2017

345,000.00 09/23/20150.62 %

346,429.67345,033.58

100.010.70 %

345,024.151,392.63

0.06 %(9.43)

Aaa / AA+AAA

0.040.04


6,070,000.00 03/25/20150.66 %

6,065,041.046,069,802.70

99.990.71 %

6,069,575.1015,842.03

1.03 %(227.60)

Aaa / AA+AAA

0.080.09


4,535,000.00 06/16/20150.69 %

4,529,346.444,534,752.97

99.990.71 %

4,534,682.5511,835.85

0.77 %(70.42)

Aaa / AA+AAA

0.080.09


395,000.00 09/23/20150.63 %

394,985.89394,998.80

99.990.71 %

394,972.351,030.90

0.07 %(26.45)

Aaa / AA+AAA

0.080.09

912828NK2 US Treasury Note2.5% Due 6/30/2017

3,607,000.00 01/02/20141.11 %

3,777,768.913,615,210.26

100.290.78 %

3,617,413.4130,141.37

0.62 %2,203.15

Aaa / AA+AAA

0.170.17


4,035,000.00 04/25/20170.77 %

4,028,373.194,028,797.99

99.850.77 %

4,028,797.990.00

0.68 %0.00

P-1 / A-1+F-1+

0.200.20


42,796,000.00 Various0.70 %

42,700,701.4642,735,877.42

99.860.70 %

42,735,877.420.00

7.21 %0.00

P-1 / A-1+F-1+

0.200.20


500,000.00 06/26/20150.74 %

497,482.14499,694.66

99.910.87 %

499,531.00621.55

0.08 %(163.66)

Aaa / AA+AAA

0.250.25


50,000.00 09/24/20150.64 %

49,869.3149,982.02

99.910.87 %

49,953.1062.15

0.01 %(28.92)

Aaa / AA+AAA

0.250.25


8,750,000.00 02/26/20150.87 %

8,697,050.808,742,888.34

99.890.96 %

8,740,086.259,213.65

1.48 %(2,802.09)

Aaa / AA+AAA

0.340.33


500,000.00 08/05/20150.77 %

498,497.77499,756.11

99.890.96 %

499,433.50526.49

0.08 %(322.61)

Aaa / AA+AAA

0.340.33


50,000.00 09/24/20150.66 %

49,970.8749,994.86

99.890.96 %

49,943.3552.65

0.01 %(51.51)

Aaa / AA+AAA

0.340.33

912828TW0 US Treasury Note0.75% Due 10/31/2017

5,000,000.00 04/23/20150.75 %

5,000,407.385,000,081.14

99.871.02 %

4,993,360.00101.90

0.84 %(6,721.14)

Aaa / AA+AAA

0.500.50

912828G20 US Treasury Note0.875% Due 11/15/2017

7,000,000.00 08/27/20150.81 %

7,009,867.207,002,415.58

99.921.02 %

6,994,533.0028,256.22

1.18 %(7,882.58)

Aaa / AA+AAA

0.550.54

912828HH6 US Treasury Note4.25% Due 11/15/2017

4,515,000.00 02/27/20141.00 %

5,048,687.114,593,707.97

101.711.06 %

4,592,423.2288,522.69

0.79 %(1,284.75)

Aaa / AA+AAA

0.550.53

912828UA6 US Treasury Note0.625% Due 11/30/2017

5,420,000.00 06/25/20150.89 %

5,385,508.005,411,657.46

99.751.05 %

5,406,450.0014,145.61

0.91 %(5,207.46)

Aaa / AA+AAA

0.590.58


1,672,000.00 01/10/20141.37 %

1,632,028.751,665,144.35

99.801.06 %

1,668,604.174,191.55

0.28 %3,459.82

Aaa / AA+AAA

0.670.66


50,000.00 09/24/20150.76 %

49,992.3649,997.69

99.801.06 %

49,898.45125.35

0.01 %(99.24)

Aaa / AA+AAA

0.670.66

912828H37 US Treasury Note0.875% Due 1/15/2018

5,000,000.00 04/18/20171.01 %

4,995,133.944,995,333.51

99.861.07 %

4,993,165.0012,810.77

0.84 %(2,168.51)

Aaa / AA+AAA

0.710.70









Moody/S&P Fitch

MaturityDuration

US TREASURY


845,000.00 08/05/20150.93 %

843,880.57844,656.56

99.851.07 %

843,746.021,838.23

0.14 %(910.54)

Aaa / AA+AAA

0.760.75


3,075,000.00 09/23/20150.83 %

3,077,893.113,075,925.87

99.851.07 %

3,070,436.706,689.40

0.52 %(5,489.17)

Aaa / AA+AAA

0.760.75


550,000.00 09/23/20150.89 %

548,068.25549,291.76

99.651.14 %

548,066.20349.38

0.09 %(1,225.56)

Aaa / AA+AAA

0.920.91


6,000,000.00 04/18/20171.07 %

5,995,566.985,995,695.83

99.841.15 %

5,990,628.0027,679.56

1.02 %(5,067.83)

Aaa / AA+AAA

1.041.03


5,050,000.00 06/16/20151.06 %

5,040,745.445,046,567.57

99.831.16 %

5,041,319.0521,087.91

0.85 %(5,248.52)

Aaa / AA+AAA

1.081.07


345,000.00 08/05/20151.04 %

344,637.29344,859.16

99.831.16 %

344,406.951,440.66

0.06 %(452.21)

Aaa / AA+AAA

1.081.07

912828XF2 US Treasury Note1.125% Due 6/15/2018

495,000.00 01/06/20161.15 %

494,692.28494,855.98

99.961.16 %

494,806.462,095.93

0.08 %(49.52)

Aaa / AA+AAA

1.131.11

912828VK3 US Treasury Note1.375% Due 6/30/2018

1,678,000.00 01/10/20141.58 %

1,663,055.311,673,993.11

100.241.17 %

1,681,998.677,712.08

0.29 %8,005.56

Aaa / AA+AAA

1.171.15


5,015,000.00 08/05/20151.22 %

5,019,326.575,017,083.44

100.041.22 %

5,017,156.4526,177.20

0.85 %73.01

Aaa / AA+AAA

1.591.56


345,000.00 09/23/20151.06 %

347,009.16346,007.18

100.041.22 %

345,148.351,800.82

0.06 %(858.83)

Aaa / AA+AAA

1.591.56

912828R85 US Treasury Note0.875% Due 6/15/2019

250,000.00 01/31/20171.31 %

247,442.24247,705.23

99.111.30 %

247,783.25823.32

0.04 %78.02

Aaa / AA+AAA

2.132.09


260,000.00 02/16/20171.48 %

256,588.37256,830.00

99.071.37 %

257,592.921,085.71

0.04 %762.92

Aaa / AA+AAA

2.592.53

912828J84 US Treasury Note1.375% Due 3/31/2020

50,000.00 02/16/20171.58 %

49,685.7149,705.47

99.791.45 %

49,892.6058.23

0.01 %187.13

Aaa / AA+AAA

2.922.85


5,625,000.00 02/23/20171.51 %

5,601,288.385,602,648.09

99.731.47 %

5,609,621.25210.17

0.95 %6,973.16

Aaa / AA+AAA

3.002.93

912828XM7 US Treasury Note1.625% Due 7/31/2020

4,680,000.00 03/14/20171.81 %

4,651,131.304,652,194.58

100.311.53 %

4,694,442.4818,907.45

0.80 %42,247.90

Aaa / AA+AAA

3.253.15

912828P87 US Treasury Note1.125% Due 2/28/2021

4,600,000.00 05/27/20161.35 %

4,553,116.974,561,949.04

98.031.66 %

4,509,255.808,718.75

0.76 %(52,693.24)

Aaa / AA+AAA

3.843.72

Total US Treasury 143,153,000.00 0.92 %143,962,363.91143,050,828.08 0.96 %

143,015,897.16428,586.83

24.20 %(34,930.92)

Aaa / AAAAAA

0.760.74

AGENCY


4,485,000.00 06/18/20150.70 %

4,531,585.704,485,754.25

100.020.80 %

4,485,672.7526,318.23

0.76 %(81.50)

Aaa / AA+AAA

0.030.03


445,000.00 06/25/20150.73 %

449,307.60445,070.12

100.020.80 %

445,066.752,611.28

0.08 %(3.37)

Aaa / AA+AAA

0.030.03









Moody/S&P Fitch

MaturityDuration

AGENCY


390,000.00 09/23/20150.64 %

393,839.55390,071.87

100.020.80 %

390,058.502,288.54

0.07 %(13.37)

Aaa / AA+AAA

0.030.03

313379FW4 FHLB Note1% Due 6/9/2017

4,520,000.00 08/05/20150.78 %

4,538,034.804,521,028.14

100.020.82 %

4,520,854.2817,828.89

0.77 %(173.86)

Aaa / AA+AAA

0.110.11

313379FW4 FHLB Note1% Due 6/9/2017

790,000.00 08/05/20150.78 %

793,152.10790,179.70

100.020.82 %

790,149.323,116.11

0.13 %(30.38)

Aaa / AA+AAA

0.110.11

313379FW4 FHLB Note1% Due 6/9/2017

45,000.00 09/24/20150.67 %

45,252.9045,015.64

100.020.82 %

45,008.51177.50

0.01 %(7.13)

Aaa / AA+AAA

0.110.11

3137EADH9 FHLMC Note1% Due 6/29/2017

3,000,000.00 06/25/20150.75 %

3,014,643.003,001,178.59

100.030.80 %

3,000,963.0010,166.67

0.51 %(215.59)

Aaa / AA+AAA

0.160.16

3137EADV8 FHLMC Note0.75% Due 7/14/2017

7,000,000.00 08/26/20150.69 %

7,008,176.007,000,868.62

99.980.84 %

6,998,663.0015,604.17

1.18 %(2,205.62)

Aaa / AA+AAA

0.210.21


5,320,000.00 08/05/20150.77 %

5,344,248.565,322,960.48

100.030.89 %

5,321,415.1213,743.33

0.90 %(1,545.36)

Aaa / AA+AAA

0.240.24


50,000.00 09/24/20150.65 %

50,319.0050,041.92

100.030.89 %

50,013.30129.17

0.01 %(28.62)

Aaa / AA+AAA

0.240.24

3135G0MZ3 FNMA Note0.875% Due 8/28/2017

2,000,000.00 03/28/20160.81 %

2,001,762.002,000,399.62

99.970.97 %

1,999,390.003,062.50

0.34 %(1,009.62)

Aaa / AA+AAA

0.330.33

313370SZ2 FHLB Note2.25% Due 9/8/2017

45,000.00 09/24/20150.72 %

46,328.4045,241.13

100.441.00 %

45,199.40149.06

0.01 %(41.73)

Aaa / AA+AAA

0.360.35

313370SZ2 FHLB Note2.25% Due 9/8/2017

2,000,000.00 Various0.86 %

2,039,722.002,009,738.99

100.441.00 %

2,008,862.006,625.00

0.34 %(876.99)

Aaa / AA+AAA

0.360.35


4,995,000.00 08/05/20150.86 %

5,009,190.804,997,585.38

100.020.96 %

4,995,779.225,688.75

0.84 %(1,806.16)

Aaa / AA+AAA

0.390.39


50,000.00 09/24/20150.71 %

50,281.5050,054.91

100.020.96 %

50,007.8056.94

0.01 %(47.11)

Aaa / AA+AAA

0.390.39

3133EDVU3 FFCB Note1.125% Due 9/22/2017

4,515,000.00 09/28/20150.75 %

4,548,320.704,521,606.24

100.070.95 %

4,518,119.875,502.66

0.76 %(3,486.37)

Aaa / AA+AAA

0.400.39

3133EDVU3 FFCB Note1.125% Due 9/22/2017

345,000.00 09/28/20150.75 %

347,546.10345,504.80

100.070.95 %

345,238.40420.47

0.06 %(266.40)

Aaa / AA+AAA

0.400.39


1,355,000.00 06/17/20150.95 %

1,356,645.381,355,289.74

100.000.99 %

1,355,025.751,355.00

0.23 %(263.99)

Aaa / AA+AAA

0.410.40


135,000.00 06/17/20150.95 %

135,163.93135,028.87

100.000.99 %

135,002.57135.00

0.02 %(26.30)

Aaa / AA+AAA

0.410.40


105,000.00 06/17/20150.95 %

105,127.50105,022.45

100.000.99 %

105,002.00105.00

0.02 %(20.45)

Aaa / AA+AAA

0.410.40


50,000.00 09/24/20150.75 %

50,251.5050,050.68

100.000.99 %

50,000.9550.00

0.01 %(49.73)

Aaa / AA+AAA

0.410.40

3135G0ZL0 FNMA Note1% Due 9/27/2017

7,000,000.00 08/26/20150.77 %

7,033,880.007,006,621.39

100.100.75 %

7,007,056.006,611.11

1.18 %434.61

Aaa / AA+AAA

0.410.41









Moody/S&P Fitch

MaturityDuration

AGENCY

3135G0ZL0 FNMA Note1% Due 9/27/2017

345,000.00 09/24/20150.72 %

346,914.75345,388.61

100.100.75 %

345,347.76325.83

0.06 %(40.85)

Aaa / AA+AAA

0.410.41

3136G0L33 FNMA Callable Note 1X 10/3/20140.9% Due 10/3/2017

2,000,000.00 03/24/20160.85 %

2,001,360.002,000,376.31

99.960.99 %

1,999,238.001,400.00

0.34 %(1,138.31)

Aaa / AA+AAA

0.430.42

3133EDXA5 FFCB Note1.15% Due 10/10/2017

250,000.00 08/10/20150.90 %

251,322.50250,271.58

100.100.93 %

250,246.25167.71

0.04 %(25.33)

Aaa / AA+AAA

0.450.44

3135G0PQ0 FNMA Note0.875% Due 10/26/2017

4,550,000.00 06/17/20150.93 %

4,544,085.004,548,762.44

99.950.98 %

4,547,647.65552.95

0.77 %(1,114.79)

Aaa / AA+AAA

0.490.49

3135G0PQ0 FNMA Note0.875% Due 10/26/2017

450,000.00 06/25/20150.89 %

449,856.00449,969.72

99.950.98 %

449,767.3554.69

0.08 %(202.37)

Aaa / AA+AAA

0.490.49

3135G0PQ0 FNMA Note0.875% Due 10/26/2017

345,000.00 08/05/20150.87 %

345,049.68345,010.95

99.950.98 %

344,821.6441.93

0.06 %(189.31)

Aaa / AA+AAA

0.490.49

3135G0PQ0 FNMA Note0.875% Due 10/26/2017

50,000.00 09/24/20150.75 %

50,133.0050,031.17

99.950.98 %

49,974.156.08

0.01 %(57.02)

Aaa / AA+AAA

0.490.49

31331KR44 FFCB Note1.5% Due 11/8/2017

2,000,000.00 03/24/20160.88 %

2,019,760.002,006,402.10

100.241.03 %

2,004,852.0014,416.67

0.34 %(1,550.10)

Aaa / AA+AAA

0.530.52

3130A3HF4 FHLB Note1.125% Due 12/8/2017

2,000,000.00 03/24/20160.89 %

2,007,720.002,002,757.72

100.021.09 %

2,000,360.008,937.50

0.34 %(2,397.72)

Aaa / AA+AAA

0.610.60

3133EEFE5 FFCB Note1.125% Due 12/18/2017

450,000.00 08/05/20150.97 %

451,642.50450,440.43

100.041.05 %

450,200.251,870.31

0.08 %(240.18)

Aaa / AA+AAA

0.640.63

3133EEFE5 FFCB Note1.125% Due 12/18/2017

345,000.00 09/28/20150.83 %

347,204.55345,629.20

100.041.05 %

345,153.531,433.91

0.06 %(475.67)

Aaa / AA+AAA

0.640.63


350,000.00 06/25/20151.01 %

347,721.50349,369.12

99.771.08 %

349,196.05794.79

0.06 %(173.07)

Aaa / AA+AAA

0.700.69


4,550,000.00 06/26/20151.02 %

4,519,424.004,541,533.52

99.771.08 %

4,539,548.6510,332.29

0.77 %(1,984.87)

Aaa / AA+AAA

0.700.69


450,000.00 08/05/20150.97 %

447,626.25449,313.29

99.771.08 %

448,966.351,021.88

0.08 %(346.94)

Aaa / AA+AAA

0.700.69


7,000,000.00 08/26/20150.86 %

6,982,696.006,994,873.41

99.771.08 %

6,983,921.0015,895.83

1.18 %(10,952.41)

Aaa / AA+AAA

0.700.69


50,000.00 09/25/20150.84 %

49,903.0049,970.19

99.771.08 %

49,885.15113.54

0.01 %(85.04)

Aaa / AA+AAA

0.700.69

3135G0TG8 FNMA Note0.875% Due 2/8/2018

3,000,000.00 03/30/20160.79 %

3,004,422.003,001,837.33

99.851.07 %

2,995,461.006,052.08

0.51 %(6,376.33)

Aaa / AA+AAA

0.780.77

3135G0TG8 FNMA Note0.875% Due 2/8/2018

4,555,000.00 06/19/20150.93 %

4,548,103.734,552,949.93

99.851.07 %

4,548,108.299,189.08

0.77 %(4,841.64)

Aaa / AA+AAA

0.780.77

3135G0TG8 FNMA Note0.875% Due 2/8/2018

450,000.00 06/25/20151.03 %

448,182.00449,459.33

99.851.07 %

449,319.15907.81

0.08 %(140.18)

Aaa / AA+AAA

0.780.77

3135G0TG8 FNMA Note0.875% Due 2/8/2018

350,000.00 08/05/20151.01 %

348,859.70349,645.82

99.851.07 %

349,470.45706.08

0.06 %(175.37)

Aaa / AA+AAA

0.780.77









Moody/S&P Fitch

MaturityDuration

AGENCY

3135G0TG8 FNMA Note0.875% Due 2/8/2018

50,000.00 09/25/20150.89 %

49,984.1549,994.71

99.851.07 %

49,924.35100.87

0.01 %(70.36)

Aaa / AA+AAA

0.780.77

313378A43 FHLB Note1.375% Due 3/9/2018

4,505,000.00 06/25/20151.09 %

4,538,742.454,515,777.95

100.281.05 %

4,517,411.288,947.43

0.76 %1,633.33

Aaa / AA+AAA

0.860.85

313378A43 FHLB Note1.375% Due 3/9/2018

445,000.00 06/25/20151.09 %

448,333.05446,064.64

100.281.05 %

446,225.98883.82

0.08 %161.34

Aaa / AA+AAA

0.860.85

313378A43 FHLB Note1.375% Due 3/9/2018

340,000.00 08/05/20151.06 %

342,696.20340,897.31

100.281.05 %

340,936.70675.28

0.06 %39.39

Aaa / AA+AAA

0.860.85

313378A43 FHLB Note1.375% Due 3/9/2018

50,000.00 09/25/20150.93 %

50,538.0050,189.34

100.281.05 %

50,137.7599.31

0.01 %(51.59)

Aaa / AA+AAA

0.860.85

3130A7CX1 FHLB Note0.875% Due 3/19/2018

2,000,000.00 03/28/20160.91 %

1,998,800.001,999,456.82

99.771.13 %

1,995,464.002,041.67

0.34 %(3,992.82)

Aaa / AA+AAA

0.880.88

3130A4GJ5 FHLB Note1.125% Due 4/25/2018

4,530,000.00 06/16/20151.09 %

4,534,371.454,531,523.41

99.971.15 %

4,528,690.83849.38

0.76 %(2,832.58)

Aaa / AA+AAA

0.990.98

3130A4GJ5 FHLB Note1.125% Due 4/25/2018

450,000.00 06/25/20151.09 %

450,409.50450,144.01

99.971.15 %

449,869.9584.38

0.08 %(274.06)

Aaa / AA+AAA

0.990.98

3130A4GJ5 FHLB Note1.125% Due 4/25/2018

7,000,000.00 08/26/20150.94 %

7,033,292.007,012,403.85

99.971.15 %

6,997,977.001,312.50

1.18 %(14,426.85)

Aaa / AA+AAA

0.990.98

3130A4GJ5 FHLB Note1.125% Due 4/25/2018

45,000.00 09/25/20150.95 %

45,198.0045,076.19

99.971.15 %

44,987.008.44

0.01 %(89.19)

Aaa / AA+AAA

0.990.98

3133EEE71 FFCB Note0.92% Due 5/1/2018

3,476,000.00 07/27/20160.83 %

3,481,144.483,478,939.75

99.801.12 %

3,468,961.1015,989.60

0.59 %(9,978.65)

Aaa / AA+AAA

1.000.99

3135G0WJ8 FNMA Note0.875% Due 5/21/2018

50,000.00 09/25/20151.00 %

49,831.6049,932.31

99.691.17 %

49,843.35194.44

0.01 %(88.96)

Aaa / AA+AAA

1.061.05

313379DT3 FHLB Note1.25% Due 6/8/2018

345,000.00 08/05/20151.15 %

345,948.75345,371.74

100.061.20 %

345,190.791,713.02

0.06 %(180.95)

Aaa / AA+AAA

1.111.09

313379DT3 FHLB Note1.25% Due 6/8/2018

4,500,000.00 09/25/20151.03 %

4,526,640.004,510,987.39

100.061.20 %

4,502,488.5022,343.75

0.76 %(8,498.89)

Aaa / AA+AAA

1.111.09

3133EFSH1 FFCB Note1.17% Due 6/14/2018

3,000,000.00 12/09/20151.18 %

2,999,340.002,999,692.69

99.951.21 %

2,998,512.0013,357.50

0.51 %(1,180.69)

Aaa / AA+AAA

1.121.11

3130A8PK3 FHLB Note0.625% Due 8/7/2018

4,915,000.00 11/22/20161.08 %

4,877,203.654,886,860.59

99.171.29 %

4,874,107.207,167.71

0.82 %(12,753.39)

Aaa / AA+AAA

1.271.26

3130A8TF0 FHLB Note0.8% Due 8/15/2018

5,000,000.00 07/27/20160.89 %

4,990,900.004,994,238.53

99.441.24 %

4,971,835.008,444.44

0.84 %(22,403.53)

Aaa / AA+AAA

1.291.28

3135G0E58 FNMA Note1.125% Due 10/19/2018

4,570,000.00 09/23/20151.09 %

4,575,260.074,572,528.10

99.811.25 %

4,561,472.381,713.75

0.77 %(11,055.72)

Aaa / AA+AAA

1.471.45

3135G0E58 FNMA Note1.125% Due 10/19/2018

349,000.00 09/23/20151.09 %

349,401.70349,193.07

99.811.25 %

348,348.77130.88

0.06 %(844.30)

Aaa / AA+AAA

1.471.45

3133EFPJ0 FFCB Note1.29% Due 11/19/2018

200,000.00 05/27/20161.04 %

201,238.00200,781.44

99.941.33 %

199,887.401,161.00

0.03 %(894.04)

Aaa / AA+AAA

1.561.52









Moody/S&P Fitch

MaturityDuration

AGENCY

313376BR5 FHLB Note1.75% Due 12/14/2018

5,000,000.00 07/27/20160.94 %

5,094,850.005,064,823.91

100.751.28 %

5,037,665.0033,298.61

0.86 %(27,158.91)

Aaa / AA+AAA

1.621.59

3133EFSJ7 FFCB Note1.3% Due 12/14/2018

4,650,000.00 12/22/20151.39 %

4,638,514.504,643,667.66

100.001.30 %

4,650,195.3023,004.58

0.79 %6,527.64

Aaa / AA+AAA

1.621.59

3133EF3V7 FFCB Note0.875% Due 2/15/2019

5,000,000.00 07/27/20160.93 %

4,992,550.004,994,737.86

99.301.27 %

4,965,020.009,236.11

0.84 %(29,717.86)

Aaa / AA+AAA

1.801.77

3133782M2 FHLB Note1.5% Due 3/8/2019

1,540,000.00 01/31/20171.29 %

1,546,637.401,545,855.29

100.301.33 %

1,544,655.423,400.84

0.26 %(1,199.87)

Aaa / AA+AAA

1.851.82

313379EE5 FHLB Note1.625% Due 6/14/2019

50,000.00 12/12/20161.38 %

50,304.0050,257.87

100.421.42 %

50,210.65309.20

0.01 %(47.22)

Aaa / AA+AAA

2.122.07


5,000,000.00 09/23/20151.32 %

4,986,195.004,991,839.71

99.671.40 %

4,983,315.0015,625.00

0.84 %(8,524.71)

Aaa / AA+AAA

2.252.21


345,000.00 09/23/20151.32 %

344,047.46344,436.94

99.671.40 %

343,848.741,078.13

0.06 %(588.20)

Aaa / AA+AAA

2.252.21


5,075,000.00 09/23/20151.40 %

5,045,935.485,057,310.43

99.461.48 %

5,047,478.285,110.25

0.85 %(9,832.15)

Aaa / AA+AAA

2.422.37


345,000.00 09/23/20151.40 %

343,024.19343,797.46

99.461.48 %

343,129.07347.40

0.06 %(668.39)

Aaa / AA+AAA

2.422.37

3137EAEE5 FHLMC Note1.5% Due 1/17/2020

4,800,000.00 02/27/20171.53 %

4,795,536.004,795,790.30

99.911.53 %

4,795,891.2020,800.00

0.81 %100.90

Aaa / AA+AAA

2.722.64

3135G0A78 FNMA Note1.625% Due 1/21/2020

300,000.00 03/17/20161.29 %

303,747.00302,673.47

100.331.50 %

300,998.101,354.17

0.05 %(1,675.37)

Aaa / AA+AAA

2.732.65

3135G0A78 FNMA Note1.625% Due 1/21/2020

3,075,000.00 12/09/20151.64 %

3,072,789.083,073,507.21

100.331.50 %

3,085,230.5313,880.21

0.52 %11,723.32

Aaa / AA+AAA

2.732.65

3135G0T29 FNMA Note1.5% Due 2/28/2020

5,000,000.00 02/27/20171.56 %

4,991,550.004,992,415.77

99.891.54 %

4,994,270.0013,125.00

0.84 %1,854.23

Aaa / AA+AAA

2.832.75

3135G0T29 FNMA Note1.5% Due 2/28/2020

2,925,000.00 03/01/20171.67 %

2,910,930.752,911,678.44

99.891.54 %

2,921,647.957,678.13

0.49 %9,969.51

Aaa / AA+AAA

2.832.75

313378J77 FHLB Note1.875% Due 3/13/2020

400,000.00 03/17/20161.33 %

408,480.00406,141.30

100.831.58 %

403,323.601,000.00

0.07 %(2,817.70)

Aaa / AA+NR

2.872.78


400,000.00 04/25/20171.54 %

398,036.00398,043.31

99.541.53 %

398,152.402,750.00

0.07 %109.09

Aaa / AA+AAA

3.012.91


900,000.00 Various1.40 %

899,739.00899,300.79

99.541.53 %

895,842.906,187.50

0.15 %(3,457.89)

Aaa / AA+AAA

3.012.91


6,850,000.00 Various1.42 %

6,842,931.506,840,151.96

99.541.53 %

6,818,359.8647,093.76

1.16 %(21,792.10)

Aaa / AA+AAA

3.012.91

31331SZY2 FFCB Note4.55% Due 6/8/2020

655,000.00 04/25/20171.60 %

713,380.15713,177.67

108.931.59 %

713,478.4011,838.22

0.12 %300.73

Aaa / AA+AAA

3.112.87

3135G0D75 FNMA Note1.5% Due 6/22/2020

350,000.00 03/17/20161.40 %

351,466.50351,089.46

99.841.55 %

349,437.551,881.25

0.06 %(1,651.91)

Aaa / AA+AAA

3.153.04









Moody/S&P Fitch

MaturityDuration

AGENCY

3135G0D75 FNMA Note1.5% Due 6/22/2020

450,000.00 05/27/20161.31 %

453,325.50452,588.36

99.841.55 %

449,276.852,418.75

0.08 %(3,311.51)

Aaa / AA+AAA

3.153.04

3135G0D75 FNMA Note1.5% Due 6/22/2020

4,000,000.00 12/09/20151.76 %

3,954,808.003,968,280.36

99.841.55 %

3,993,572.0021,500.00

0.68 %25,291.64

Aaa / AA+AAA

3.153.04

313370US5 FHLB Note2.875% Due 9/11/2020

745,000.00 05/27/20161.38 %

791,003.75781,372.66

104.011.65 %

774,855.132,974.82

0.13 %(6,517.53)

Aaa / AA+AAA

3.373.20

3135G0H55 FNMA Note1.875% Due 12/28/2020

5,390,000.00 05/27/20161.40 %

5,503,136.105,481,022.23

100.781.65 %

5,432,074.3434,529.69

0.92 %(48,947.89)

Aaa / AA+AAA

3.673.51

3130A7CV5 FHLB Note1.375% Due 2/18/2021

400,000.00 03/17/20161.52 %

397,236.00397,845.95

98.801.70 %

395,208.801,115.28

0.07 %(2,637.15)

Aaa / AA+AAA

3.813.67

3130A7CV5 FHLB Note1.375% Due 2/18/2021

4,650,000.00 05/27/20161.45 %

4,634,887.504,637,741.54

98.801.70 %

4,594,302.3012,965.10

0.78 %(43,439.24)

Aaa / AA+AAA

3.813.67

3130A7CV5 FHLB Note1.375% Due 2/18/2021

450,000.00 Various1.50 %

447,293.10447,879.07

98.801.70 %

444,609.901,254.69

0.08 %(3,269.17)

Aaa / AA+AAA

3.813.67

3135G0J20 FNMA Note1.375% Due 2/26/2021

35,000.00 05/27/20161.45 %

34,885.5534,907.07

98.731.72 %

34,556.3886.89

0.01 %(350.69)

Aaa / AA+AAA

3.833.70

Total Agency 196,780,000.00 1.07 %197,241,257.74196,960,693.59 1.19 %

196,666,910.14579,029.09

33.28 %(293,783.45)

Aaa / AA+AAA

1.371.33

SUPRANATIONAL

459058DC4 Intl. Bank Recon & Development Note1.125% Due 7/18/2017

2,000,000.00 03/23/20160.87 %

2,006,600.002,001,067.59

100.001.13 %

1,999,970.006,437.50

0.34 %(1,097.59)

Aaa / AAAAAA

0.220.22

4581X0BZ0 Inter-American Dev Bank Note0.875% Due 3/15/2018

5,000,000.00 01/27/20171.23 %

4,980,450.004,984,816.36

99.651.27 %

4,982,740.005,590.28

0.84 %(2,076.36)

Aaa / AAAAAA

0.870.87

459058DN0 Intl. Bank Recon & Development Note1.375% Due 4/10/2018

5,000,000.00 12/02/20161.21 %

5,010,750.005,007,537.07

100.141.23 %

5,006,820.004,010.42

0.85 %(717.07)

Aaa / NRAAA

0.950.94

459058EJ8 Intl. Bank Recon & Development Note1% Due 6/15/2018

5,000,000.00 01/27/20171.24 %

4,983,750.004,986,714.27

99.671.29 %

4,983,660.0018,888.89

0.84 %(3,054.27)

Aaa / AAAAAA

1.131.11

4581X0AZ1 Inter-American Devel Bank Note4.25% Due 9/10/2018

5,400,000.00 01/27/20171.36 %

5,648,238.005,609,624.60

103.861.38 %

5,608,434.6032,512.50

0.95 %(1,190.00)

Aaa / NRAAA

1.361.32

45905UPF5 Intl. Bank Recon & Development Note1.76% Due 5/1/2019

3,100,000.00 05/01/20141.76 %

3,100,000.003,100,000.00

99.621.96 %

3,088,096.0027,280.00

0.53 %(11,904.00)

Aaa / NRAAA

2.001.94

4581X0BG2 Inter-American Dev Bank Note3.875% Due 9/17/2019

3,900,000.00 12/21/20161.71 %

4,124,679.004,095,856.81

105.231.63 %

4,103,810.1018,470.83

0.70 %7,953.29

Aaa / NRAAA

2.382.27

4581X0CH9 Inter-American Dev Bank Note1.75% Due 10/15/2019

5,000,000.00 02/27/20171.59 %

5,020,250.005,018,946.19

100.451.56 %

5,022,645.003,888.89

0.85 %3,698.81

NR / AAAAAA

2.462.40

Total Supranational 34,400,000.00 1.38 %34,874,717.0034,804,562.89 1.42 %

34,796,175.70117,079.31

5.89 %(8,387.19)

Aaa / AAAAAA

1.471.43









Moody/S&P Fitch

MaturityDuration

US CORPORATE

94974BFD7 Wells Fargo Corp Note2.1% Due 5/8/2017

2,000,000.00 03/23/20161.18 %

2,020,140.002,000,352.16

100.011.54 %

2,000,240.0020,183.33

0.34 %(112.16)

A2 / ANR

0.020.02

94974BFW5 Wells Fargo Corp Note1.15% Due 6/2/2017

2,000,000.00 03/23/20161.19 %

1,999,020.001,999,918.52

99.991.26 %

1,999,796.009,519.44

0.34 %(122.52)

A2 / AAA-

0.090.09


1,250,000.00 09/28/20151.12 %

1,252,112.501,250,472.02

99.991.22 %

1,249,875.00666.67

0.21 %(597.02)

A1 / AA-A+

0.460.46

369604BC6 General Electric Co Note5.25% Due 12/6/2017

5,000,000.00 11/29/20161.21 %

5,203,350.005,119,702.35

102.321.35 %

5,116,160.00105,729.17

0.88 %(3,542.35)

A1 / AA-AA-

0.600.58


1,700,000.00 09/25/20151.29 %

1,709,418.001,702,635.20

100.211.20 %

1,703,638.0010,247.22

0.29 %1,002.80

A1 / A+NR

0.620.61


3,000,000.00 12/11/20151.42 %

3,007,440.003,002,291.39

100.211.20 %

3,006,420.0018,083.33

0.51 %4,128.61

A1 / A+NR

0.620.61


2,000,000.00 03/23/20161.29 %

2,007,420.002,002,915.35

99.961.56 %

1,999,160.008,750.00

0.34 %(3,755.35)

A2 / AAA-

0.720.70


1,275,000.00 09/24/20151.54 %

1,273,814.251,274,625.44

99.961.56 %

1,274,464.505,578.13

0.22 %(160.94)

A2 / AAA-

0.720.70


25,000.00 09/24/20151.26 %

25,168.0025,055.38

100.191.31 %

25,046.4888.26

0.00 %(8.90)

Aa2 / AAA+

0.780.77


3,000,000.00 12/11/20151.31 %

3,014,940.003,005,408.29

100.191.31 %

3,005,577.0010,591.67

0.51 %168.71

Aa2 / AAA+

0.780.77

037833BN9 Apple Inc Note1.3% Due 2/23/2018

2,000,000.00 03/24/20160.94 %

2,013,320.002,005,718.75

100.011.29 %

2,000,164.004,911.11

0.34 %(5,554.75)

Aa1 / AA+NR

0.820.81

17275RBA9 Cisco Systems Note1.4% Due 2/28/2018

6,100,000.00 11/29/20161.38 %

6,101,770.826,101,168.36

100.101.28 %

6,106,081.7014,470.56

1.03 %4,913.34

A1 / AA-NR

0.830.82

30231GAU6 Exxon Mobil Corp Note1.439% Due 3/1/2018

1,265,000.00 03/24/20161.16 %

1,271,755.101,267,946.63

100.101.32 %

1,266,263.743,033.89

0.21 %(1,682.89)

Aaa / AA+NR

0.840.83

46623EKD0 JP Morgan Chase Callable Note Cont 2/1/20181.7% Due 3/1/2018

1,500,000.00 04/18/20161.45 %

1,506,630.001,502,815.15

100.091.59 %

1,501,345.504,250.00

0.25 %(1,469.65)

A3 / A-A+

0.840.83


1,700,000.00 09/24/20151.35 %

1,700,476.001,700,158.03

99.951.43 %

1,699,100.703,803.04

0.29 %(1,057.33)

Aa2 / AA-NR

0.840.83


3,735,000.00 Various1.38 %

3,733,286.913,734,416.73

99.951.43 %

3,733,024.198,355.51

0.63 %(1,392.54)

Aa2 / AA-NR

0.840.83

808513AK1 Charles Schwab Corp Callable Note Cont 2/10/20181.5% Due 3/10/2018

4,304,000.00 11/29/20161.33 %

4,313,382.724,310,316.29

100.041.45 %

4,305,626.919,146.00

0.73 %(4,689.38)

A2 / AA

0.860.76

24422ESB6 John Deere Capital Corp Note1.3% Due 3/12/2018

1,134,000.00 11/29/20161.42 %

1,132,310.341,132,858.38

99.961.34 %

1,133,597.432,006.55

0.19 %739.05

A2 / AA

0.870.86


1,100,000.00 11/19/20151.55 %

1,101,826.001,100,715.33

100.331.26 %

1,103,632.201,439.93

0.19 %2,916.87

A1 / AA-AA-

0.920.91









Moody/S&P Fitch

MaturityDuration

US CORPORATE


1,250,000.00 09/24/20151.24 %

1,242,362.501,247,024.36

99.751.25 %

1,246,900.006,180.56

0.21 %(124.36)

Aa1 / AA+NR

1.010.99


25,000.00 09/28/20151.21 %

24,865.0024,947.19

99.751.25 %

24,938.00123.61

0.00 %(9.19)

Aa1 / AA+NR

1.010.99


4,000,000.00 Various1.16 %

3,985,440.003,993,741.93

99.751.25 %

3,990,080.0019,777.78

0.68 %(3,661.93)

Aa1 / AA+NR

1.010.99


2,000,000.00 03/23/20161.42 %

2,012,940.002,006,677.05

100.341.40 %

2,006,704.0012,121.44

0.34 %26.95

Aa2 / AA-NR

1.151.05

24422ESX8 John Deere Capital Corp Note1.6% Due 7/13/2018

1,705,000.00 10/01/20151.47 %

1,710,933.401,707,593.85

100.181.45 %

1,708,079.238,184.00

0.29 %485.38

A2 / AA

1.201.18


200,000.00 11/16/20161.43 %

201,078.00200,801.48

100.351.47 %

200,701.40787.50

0.03 %(100.08)

A2 / AA

1.281.26

084670BX5 Berkshire Hathaway Note1.15% Due 8/15/2018

2,560,000.00 11/17/20161.32 %

2,552,601.602,554,471.00

99.691.40 %

2,551,969.286,215.11

0.43 %(2,501.72)

Aa2 / AAA+

1.291.27

084670BX5 Berkshire Hathaway Note1.15% Due 8/15/2018

55,000.00 11/17/20161.32 %

54,841.0554,881.21

99.691.40 %

54,827.47133.53

0.01 %(53.74)

Aa2 / AAA+

1.291.27


4,401,000.00 Various1.05 %

4,848,423.014,679,142.21

105.511.64 %

4,643,561.1237,255.69

0.79 %(35,581.09)

A2 / AA

1.361.31

89236TAY1 Toyota Motor Credit Corp Note2% Due 10/24/2018

1,275,000.00 09/25/20151.77 %

1,283,708.251,279,256.84

100.651.56 %

1,283,236.50495.83

0.22 %3,979.66

Aa3 / AA-A

1.481.46

91159HHE3 US Bancorp Callable Note Cont 10/15/20181.95% Due 11/15/2018

6,600,000.00 Various1.07 %

6,730,218.006,684,003.46

100.551.56 %

6,636,603.6059,345.00

1.13 %(47,399.86)

A1 / A+AA

1.551.42


3,100,000.00 08/22/20161.32 %

3,160,357.003,143,272.28

100.521.84 %

3,116,129.3019,624.73

0.53 %(27,142.98)

A2 / AAA-

1.711.66


705,000.00 Various1.45 %

716,933.85713,231.40

100.521.84 %

708,668.124,463.04

0.12 %(4,563.28)

A2 / AAA-

1.711.66


245,000.00 Various1.63 %

248,336.15247,132.27

100.521.84 %

246,274.741,550.99

0.04 %(857.53)

A2 / AAA-

1.711.66


300,000.00 11/30/20161.70 %

321,009.00317,077.48

105.971.56 %

317,910.603,135.00

0.05 %833.12

A1 / AA-NR

1.801.71

30231GAD4 Exxon Mobil Corp Callable Note Cont 2/15/20191.819% Due 3/15/2019

5,400,000.00 01/27/20171.59 %

5,426,244.005,423,163.36

100.521.53 %

5,427,826.2012,551.10

0.92 %4,662.84

Aaa / AA+NR

1.871.75


450,000.00 09/24/20151.71 %

457,443.00454,097.76

100.901.72 %

454,061.25165.00

0.08 %(36.51)

A1 / A+AA

1.991.86


2,192,000.00 Various1.54 %

2,233,888.842,219,185.66

100.901.72 %

2,211,782.80803.73

0.37 %(7,402.86)

A1 / A+AA

1.991.86









Moody/S&P Fitch

MaturityDuration

US CORPORATE


380,000.00 09/19/20161.32 %

379,802.40379,848.28

99.141.73 %

376,722.882,346.50

0.06 %(3,125.40)

A1 / A+NR

2.031.98


418,000.00 09/27/20161.27 %

418,317.68418,248.03

99.141.73 %

414,395.172,581.15

0.07 %(3,852.86)

A1 / A+NR

2.031.98


4,840,000.00 10/25/20161.36 %

4,928,765.604,911,295.46

100.901.65 %

4,883,768.1246,867.33

0.83 %(27,527.34)

A1 / AAA+

2.041.97


3,500,000.00 10/31/20161.37 %

3,563,805.003,551,411.61

100.901.65 %

3,531,650.5033,891.67

0.60 %(19,761.11)

A1 / AAA+

2.041.97


475,000.00 08/30/20161.26 %

476,719.50476,304.37

99.391.71 %

472,080.182,974.03

0.08 %(4,224.19)

Aa3 / AA-A

2.052.00


325,000.00 08/30/20161.26 %

326,176.50325,892.46

99.391.71 %

323,002.232,034.86

0.05 %(2,890.23)

Aa3 / AA-A

2.052.00


535,000.00 11/16/20161.64 %

581,127.70573,468.49

107.111.68 %

573,028.878,396.53

0.10 %(439.62)

A1 / AA-A+

2.192.06


2,650,000.00 11/16/20161.65 %

2,877,527.632,839,753.33

107.111.68 %

2,838,367.3041,590.28

0.49 %(1,386.03)

A1 / AA-A+

2.192.06

02665WBE0 American Honda Finance Note1.2% Due 7/12/2019

3,100,000.00 07/27/20161.22 %

3,097,768.003,098,322.89

98.751.78 %

3,061,104.3011,263.33

0.52 %(37,218.59)

A1 / A+NR

2.202.15

89236TBP9 Toyota Motor Credit Corp Note2.125% Due 7/18/2019

1,600,000.00 08/22/20161.26 %

1,639,344.001,630,186.41

100.721.79 %

1,611,536.009,727.78

0.27 %(18,650.41)

Aa3 / AA-A

2.222.15

037833CB4 Apple Inc Note1.1% Due 8/2/2019

305,000.00 02/16/20171.65 %

300,974.00301,303.15

98.991.56 %

301,911.88810.79

0.05 %608.73

Aa1 / AA+NR

2.262.21

084670BL1 Berkshire Hathaway Note2.1% Due 8/14/2019

3,000,000.00 12/21/20161.85 %

3,019,470.003,016,877.23

100.831.73 %

3,024,801.0013,475.00

0.51 %7,923.77

Aa2 / AAA+

2.292.22


3,475,000.00 08/30/20161.31 %

3,473,992.253,474,202.83

99.381.57 %

3,453,559.259,536.94

0.58 %(20,643.58)

Aa2 / AAA+

2.292.24


4,850,000.00 09/27/20161.32 %

4,861,252.004,859,052.92

99.351.68 %

4,818,348.907,733.06

0.81 %(40,704.02)

A1 / AA-NR

2.392.33


1,000,000.00 07/27/20161.23 %

1,031,780.001,024,350.63

101.291.71 %

1,012,940.001,437.50

0.17 %(11,410.63)

A1 / AA-A+

2.442.36


3,500,000.00 10/31/20161.45 %

3,579,870.003,566,504.76

101.291.71 %

3,545,290.005,031.25

0.60 %(21,214.76)

A1 / AA-A+

2.442.36

24422ETJ8 John Deere Capital Corp Note1.25% Due 10/9/2019

3,500,000.00 09/27/20161.41 %

3,483,340.003,486,523.06

98.681.81 %

3,453,747.502,673.61

0.58 %(32,775.56)

A2 / AA

2.442.39

166764AN0 Chevron Corp Callable Note Cont 10/15/20192.193% Due 11/15/2019

1,598,000.00 09/27/20161.47 %

1,633,299.821,626,806.60

100.901.82 %

1,612,305.3016,159.24

0.27 %(14,501.30)

Aa2 / AA-NR

2.552.36


45,000.00 11/22/20161.76 %

44,920.8044,931.71

99.951.72 %

44,977.68340.00

0.01 %45.97

A1 / AAA+

2.632.54









Moody/S&P Fitch

MaturityDuration

US CORPORATE


2,516,000.00 05/31/20161.73 %

2,532,479.802,528,561.92

100.551.71 %

2,529,817.877,349.51

0.43 %1,255.95

Aaa / AA+NR

2.852.68

713448CS5 PepsiCo Inc Callable Note Cont 3/30/20201.85% Due 4/30/2020

1,625,000.00 05/27/20161.65 %

1,637,138.751,634,304.67

99.921.88 %

1,623,734.1383.51

0.27 %(10,570.54)

A1 / A+A

3.002.83

94974BGM6 Wells Fargo Corp Note2.6% Due 7/22/2020

220,000.00 06/28/20161.85 %

226,437.20225,145.46

101.242.20 %

222,730.641,573.00

0.04 %(2,414.82)

A2 / AAA-

3.233.06

94974BGM6 Wells Fargo Corp Note2.6% Due 7/22/2020

3,125,000.00 Various1.88 %

3,213,561.253,194,829.52

101.242.20 %

3,163,787.5022,343.75

0.54 %(31,042.02)

A2 / AAA-

3.233.06

458140AQ3 Intel Corp Note2.45% Due 7/29/2020

180,000.00 06/09/20161.57 %

186,332.40185,000.83

102.031.80 %

183,652.201,127.00

0.03 %(1,348.63)

A1 / A+A+

3.253.10


4,760,000.00 05/27/20162.24 %

4,821,118.404,808,941.80

100.812.30 %

4,798,389.40674.34

0.81 %(10,552.40)

A3 / A-A+

3.503.25


5,000,000.00 Various2.28 %

5,056,495.005,044,534.96

100.812.30 %

5,040,325.00708.33

0.85 %(4,209.96)

A3 / A-A+

3.503.25


2,300,000.00 06/07/20161.71 %

2,348,760.002,339,399.01

100.801.97 %

2,318,381.6019,256.11

0.39 %(21,017.41)

A1 / A+NR

3.633.44


740,000.00 06/09/20161.69 %

756,420.60753,267.20

100.801.97 %

745,914.086,195.45

0.13 %(7,353.12)

A1 / A+NR

3.633.44

166764BG4 Chevron Corp Callable Note Cont 4/15/20212.1% Due 5/16/2021

3,230,000.00 06/28/20161.73 %

3,285,071.503,275,774.89

99.722.17 %

3,220,859.1031,088.75

0.55 %(54,915.79)

Aa2 / AA-NR

4.053.82

Total US Corporate 143,343,000.00 1.44 %145,381,271.07144,784,235.02 1.63 %

144,260,595.54743,038.05

24.47 %(523,639.48)

A1 / AA-A+

1.781.70

TOTAL PORTFOLIO 589,745,815.42 1.13 %593,345,751.36591,570,423.68 1.23 %

590,709,682.641,933,520.39

100.00 %(860,741.04)

Aa1 / AA+AAA

1.171.14

TOTAL MARKET VALUE PLUS ACCRUED 592,643,203.03




Transaction Type




ACQUISITIONS

Purchase 04/07/2017 900CIP$00 5,500,000.00 Orange County Investment Pool 1.000 0.84 % 5,500,000.00 0.00 5,500,000.00 0.00


99.819 0.79 % 13,425,693.61 0.00 13,425,693.61 0.00

Purchase 04/20/2017 912828H37 5,000,000.00 US Treasury Note0.875% Due 1/15/2018

99.903 1.01 % 4,995,133.94 11,481.35 5,006,615.29 0.00

Purchase 04/20/2017 912828XA3 6,000,000.00 US Treasury Note1% Due 5/15/2018

99.926 1.07 % 5,995,566.98 25,856.35 6,021,423.33 0.00


99.836 0.77 % 4,028,373.19 0.00 4,028,373.19 0.00

Purchase 04/27/2017 31331SZY2 655,000.00 FFCB Note4.55% Due 6/8/2020

108.913 1.60 % 713,380.15 11,507.08 724,887.23 0.00

Purchase 04/27/2017 3137EADR7 3,975,000.00 FHLMC Note1.375% Due 5/1/2020

99.509 1.54 % 3,955,482.75 26,720.83 3,982,203.58 0.00


99.509 1.54 % 49,754.50 336.11 50,090.61 0.00


99.509 1.54 % 447,790.50 3,025.00 450,815.50 0.00


99.509 1.54 % 348,281.50 2,352.78 350,634.28 0.00

Subtotal 39,465,000.00 39,459,457.12 81,279.50 39,540,736.62 0.00

TOTAL ACQUISITIONS 39,465,000.00 39,459,457.12 81,279.50 39,540,736.62 0.00

DISPOSITIONS

Maturity 04/03/2017 06538BR39 3,150,000.00 Bank of Tokyo Mitsubishi NY Discount CP1.05% Due 4/3/2017

99.638 3,150,000.00 0.00 3,150,000.00 0.00

Maturity 04/04/2017 89233GR40 3,200,000.00 Toyota Motor Credit Discount CP0.9% Due 4/4/2017

99.685 3,200,000.00 0.00 3,200,000.00 0.00

Maturity 04/19/2017 30769QAA8 8,750,000.00 Farmer Mac Note5.125% Due 4/19/2017

100.000 8,750,000.00 0.00 8,750,000.00 0.00

Maturity 04/20/2017 3135G0ZB2 2,000,000.00 FNMA Note0.75% Due 4/20/2017

100.000 2,000,000.00 0.00 2,000,000.00 0.00

Maturity 04/27/2017 3135G0JA2 4,510,000.00 FNMA Note1.125% Due 4/27/2017

100.000 4,510,000.00 0.00 4,510,000.00 0.00


100.000 445,000.00 0.00 445,000.00 0.00

Page 1



Transaction Type




DISPOSITIONS


100.000 345,000.00 0.00 345,000.00 0.00


100.000 50,000.00 0.00 50,000.00 0.00

Subtotal 22,450,000.00 22,450,000.00 0.00 22,450,000.00 0.00

TOTAL DISPOSITIONS 22,450,000.00 22,450,000.00 0.00 22,450,000.00 0.00

Page 2

Accrued Interest. The interest that has accumulated on a bond since the last interest payment up to, but not including, the settlement date. Basis Point. Unit of interest rates or yields expressed as a percentage. One hundred basis points equal one percent. Book Value. The value at which an asset is carried on a balance sheet. To calculate, take the cost of an asset adjusted for the cumulative amortization of premium/discount recorded to date. Book Yield. The yield that equates the current amortized value of the security to its periodic future cash flows. Call Risk. This reflects the danger that a bond might be called or redeemed during a period of declining interest rates. When high-yielding investments are called during periods of declining interest rates, investors must then reinvest the proceeds in obligations that have lower yields. Fund managers can reduce this risk by holding issues with longer periods of call protection. Cost Value. The original price paid for the investment, excluding interest purchased. Coupon Rate. The annual interest rate that a debt issuer promises to pay an investor. Credit Risk. Reflects the possibility that the issuer will not make promised interest and principal payments on time or in full. Treasury securities are considered to have no risk. Discount. The amount which is deducted from the par value when purchasing a security that has a coupon rate lower than the current market value. Duration. The weighted average time to maturity of a bond where the weights are the present value of future cash flows. Duration measures the price sensitivity of a bond to changes in interest rates. Event Risk. This reflects the chance that a leveraged buyout, takeover, or other recapitalization would materially weaken the claims of existing bondholders, sometimes to the benefit of stockholders. A classic example was the buyout of RJR Nabisco. The company’s bond prices declined after its creditworthiness was downgraded to reflect a higher debt load. Fixed Income Security. A debt instrument with a fixed or variable interest component and a maturity date. Gain/Loss. The unrealized gain or loss on the security, compared to either cost or amortized value, as of the date of the report.


Page 1

Interest Pur/Sold. The accrued interest purchased or sold on the transaction. When a bond is purchased or sold between coupon payment dates, the accrued interest up to the settlement date of the transaction is included in the net proceeds. Interest Rate (or Market) Risk. The risk that the market value of the portfolio will rise or fall when interest rates fluctuate. When interest rates rise, bond prices fall. The longer the maturity of the bond and the lower the coupon rate, the greater the vulnerability to a change in interest rates. Liquidity Risk. Esoteric securities and other thinly traded securities carry the danger of not being easily or quickly sold. This means that the fund manager may have to accept a sub-optimal bid for securities if a competitive market does not exist and the manager must liquidate the position on short notice. Market Value. The current fair value of an investment, as determined by transactions between willing buyers and sellers. Maturity Date. The date on which the principal or last principal payment on a debt is due and payable. Money Market Security. A short-term debt instrument such as a treasury bill or commercial paper. Mkt YTM (Market Yield to Maturity). The internal rate of return that equates the periodic future cash flows (interest payments and redemption value) to the market price, assuming that all cash flows are invested at the same yield to maturity rate. Par Value/Units. The face value of a security which represents the amount to be paid by the issuer at maturity. Premium. The amount above the par value which is paid to purchase a security that has a coupon rate higher than the current market rate. Reinvestment Risk. When interest rates fall, so do the rates at which bond interest payments can be reinvested. This reduces realized yields, since the bondholder will earn less “interest on interest.” Zero-coupon bonds do not make periodic interest payments, and as such, are not subject to reinvestment risk. Yield. The internal rate of return on an investment. Yield encompasses the following factors: historical cost, coupon rate, interest payments and their reinvestment and maturity date.


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COMMITTEE TRANSMITTAL DATE: June 8, 2017 TO: Members of Board of Directors FROM: Amy Potter, Chief Financial Officer SUBJECT: San Joaquin Hills Transportation Corridor Agency Fiscal Year 2018 Annual

Budget

Joint Operations & Finance Committee Meeting - May 26, 2017 Present: Ross Chun (Chair), Lisa Bartlett, Cynthia Conners, Janine Heft, Fred

Minagar, Scott Peotter, Ed Sachs, Christina Shea, Richard A. Viczorek Absent: Katrina Foley, Brian Maryott, Todd Spitzer, Sal Tinajero, Kathy Ward Committee Discussion The fiscal year 2018 annual budget was presented in detail at the Budget Workshop on April 19, 2017. At the Joint Operations & Finance Committee Meeting, Chief Financial Officer Amy Potter presented an overview of the fiscal year 2018 annual budget including the fiscal year 2018 initiatives, toll rate recommendation, sources and expenditures, debt service coverage ratios, unrestricted cash, reserves, and the following staff recommendation: Approve Resolution No. S2017-02 entitled “A Resolution of the Board of Directors of the San Joaquin Hills Transportation Corridor Agency Approving the Budget for Fiscal Year 2018” in the amount of $138,853,369. Recommendation: Staff is seeking Committee approval to present this item for consideration by the Board of Directors at the June 8, 2017 Board meeting. MOTION: Shea SECOND: Minagar VOTE: Unanimous

2018

San Joaquin Hills

Transportation Corridor Agency

Fiscal Year Proposed Budget

1

San Joaquin Hills Transportation Corridor Agency

Budget Process and Format

Fiscal Year 2018 Proposed Budget

2

Table of Contents Budget Process and Format .................................................................................................... 3

Budget Process .........................................................................................................3 Budget Format .........................................................................................................4

Sources and Expenditures ...................................................................................................... 7

Sources and Expenditures ........................................................................................7 Sources Summary ....................................................................................................9 Expenditures Summary ..........................................................................................17 Expenditures Detail ................................................................................................21

3

Budget Process The San Joaquin Hills Transportation Corridor Agency’s (SJHTCA) Board of Directors and the Master Indentures of Trust (Indentures), established in the context of the Agency’s 1997 and 2014 bond issuances, provide the financial parameters for the Agency in the development of the budget. The Indentures provide the scheduled future debt service payments and the required debt service coverage ratios that must be obtained each fiscal year and establish financial constraints, which may impact the Agency’s ability to undertake additional projects. At the beginning of the process, the executive team set the objectives for FY18 while considering both near-term and long-term Agency goals and direction from the Board of Directors. Department managers reviewed the status of projects for the current year and developed project initiatives for the next fiscal year with the Agency’s goals and objectives in mind:

(1) Support the Capital Improvement Plan (CIP) (2) Provide enhancements to Customer Service (3) Increase revenues to demonstrate the Agency’s ability to meet future coverage

and debt service requirements (4) Build cash reserves to protect against economic downturns, allow for future pay-

as-you-go CIP financing, and preserve the flexibility for early debt repayment (5) Allow SJHTCA to fill its Supplemental Reserve (6) Support the credit ratings upgrade strategy and meet investor expectations

The finance staff worked jointly with each department to compile budget expenditure requests. The project initiatives and budget requests were then reviewed by executive management. The Agency’s traffic and revenue consultant attended the March 2017 Board meeting and presented an overview of the Agency’s toll revenue history, toll rate elasticity, and how current economic trends may affect toll transactions. The proposed annual budget was presented to the SJHTCA Board of Directors at a workshop on April 19, 2017, to obtain direction and feedback. The workshop included a review of toll rates, revenues, and expenditures. Questions received during the workshop were then addressed, and the annual budget is now being presented to the Board of Directors for adoption at the June 8, 2017 Board meeting for the fiscal year starting July 1, 2017. Approval of the budget requires the consent of at least two-thirds of the Board Members. Expenditures during the year must be made in accordance with the Agency’s policies. Expenditures in excess of the total of each budget category, as defined in the budget resolution, cannot be made without the approval of a budget resolution by at least two-thirds of the Board Members. The Agency is required to file copies of the annual budget with the trustee on or before the 20th day of July each fiscal year in accordance with the Indentures. All budgets are developed on a basis consistent with Generally Accepted Accounting Principles. The Chief Executive Officer (CEO) has the authority to make budget transfers within each of the following four categories as long as the total budget amount per category is maintained and the expenditures are made within Board approved policies:

· Administration

4

· Planning, Environmental and Construction · Toll Operations · Debt Service

Transfers within each category are subject to the controls in place under the Indentures, the contracts and procurement manual, the investment policy, the staffing and compensation plan, and enabling legislation. Transfers within a category are often made for accounting purposes and given the budget includes estimates, transfers within a category allow department managers to manage within their department thereby reducing the need in many cases to amend the budget if procured costs do not match the original estimates. Transfers within each budget category are reported to the Board of Directors on a quarterly basis. Transfers between categories require the Board of Directors’ approval. These budget categories are presented on page 22 along with detail subcategories. Budget categories and subcategories are discussed in the Expenditures Summary section beginning on page 17. All budget appropriations lapse at year-end and any amounts not accrued at each year-end must be re-appropriated in the next fiscal year. Budget Format The FY18 proposed Expenditures budget for the SJHTCA totals $138.9 million. The Agency has one enterprise fund that records all activity on the accrual basis of accounting. The Agency establishes a budget for this one fund including Planning, Environmental and Construction, Toll Operating Expenses and Equipment (Toll Operations), and Debt Service. Expenses directly related to the SJHTCA are charged entirely to the Agency and those incurred on behalf of both the Agency and the Foothill/Eastern Transportation Corridor Agency (F/ETCA) are allocated between F/ETCA and SJHTCA (the Agencies) based on the estimated benefit to each. As part of the annual budget process, allocations between the Agencies are reviewed. Within each Agency, for funding purposes and calculation of debt coverage, costs are further allocated between Planning, Environmental and Construction, and Toll Operations, based on the estimated benefit to each activity. The following discussion presents a broad description of the type of activities included in the three budget fund categories. These three fund categories are represented as separate columns on page 22 to illustrate how each budget category and subcategory is allocated between the budget fund categories. A more detailed discussion of the expenditures proposed for FY18 is included in the Sources and Expenditures section of this document beginning on page 7. Planning, Environmental and Construction Expenses (budget fund category) The proposed budget for these activities and projects in FY18 totals $7.5 million. The budget for Planning, Environmental and Construction includes capital improvement plan projects, ongoing environmental mitigation and other environmental services, such as demographic and regional transportation studies, and all non-operating administration costs. These expenses are recorded in the Agency’s audited financial statements as an addition to construction in progress. Certain projects are then transferred to Caltrans, as

5

required. It is at the point of transfer to Caltrans that the costs of the project are then expensed on the audited financial statements as a contribution to Caltrans. To date, 16 miles of the SJHTCA toll system have been transferred to Caltrans. The costs associated with such projects are budgeted in the year the expense is incurred, not when the project is transferred to Caltrans. Planning, Environmental and Construction Administration costs are defined as office, personnel, legal, consulting, and other customary and normal expenditures associated with the direct management and administration of the Agency’s planning, environmental and construction related activities, including the development impact fee program, and are allocated as discussed above. The primary sources of funds for Planning, Environmental and Construction Expenses are unrestricted cash on hand from previous years’ development impact fee collections and surplus revenues. Surplus revenues are toll, fee and penalty revenues in excess of amounts needed for operating expenses, debt service payments and funding the indenture required reserves in the year the revenue is collected. The senior and junior lien debt service reserve fund requirements totaling $179.3 million have been fully met. The supplemental debt service reserve has a requirement of $93.1 million and is funded with one-half of surplus revenues until the requirement has been met. The supplemental debt service reserve is projected to be $93.1 million by the end of FY18. Surplus revenues are not under bond Indenture requirements (see description of bonds in the Debt Service section on the following page) and may be spent at the Board of Directors’ discretion for any lawful purpose. Each year, $5.0 million of development impact fees received by the Agency is available to fund expenditures or increase the surplus revenue fund; the balance of development impact fees collected during the year are also made available for the same purpose if they are not needed to fund debt service payments. Other sources of funds for these activities include investment earnings and grant funds awarded to the Agency. See tables on page 33 for detail of unrestricted cash and the supplemental debt service reserve. Toll Operations (budget fund category) The Toll Operations budget includes funding for the toll operations activities including operating administration costs. The proposed FY18 Toll Operations budget is $23.8 million. The primary sources of funds available for Toll Operations are toll revenues, penalties, fees, and interest earnings from certain accounts specified within the Indentures. Unrestricted cash as described above is also available for funding operations equipment and capital purchases. Amounts allocated to Toll Operations are costs associated with maintaining and operating the toll equipment, software and systems as well as the customer service centers, toll collection processing, and all other related operating expenses. The major costs budgeted for Toll Operations’ activities include the contract costs associated with the operation and maintenance of the Agency’s toll systems lane hardware and software; and customer service and toll compliance services which include the operation of the customer service center and toll processing, review and processing of vehicle plate images, and violation

6

collection processing services. Also included in Toll Operations are toll equipment purchases such as transponders, system software, in-lane toll and violation processing equipment, and project development costs. In addition, a portion of Agency administration costs allocated to operation activities such as insurance, salaries and benefits, rents, consulting, legal, office expense and marketing are included in this fund category. Debt Service (budget fund category) Debt Service includes annual principal and semi-annual accrued interest payments related to long-term debt. A portion of the outstanding bonds are capital appreciation bonds and convertible capital appreciation bonds, which are structured so that the principal amount accretes (increases) each year at the stated interest rate. Accretion can be simply described as deferred interest that is added to the bonds’ principal balance and is recorded as interest expense and an increase to debt on the financial statements. Debt accretion has been excluded from the budget because it is a non-cash item and is reflected in the budget as part of the principal payments in the years scheduled to be paid. The proposed FY18 budget for Debt Service is $107.5 million. In 1993, the Agency issued long-term toll revenue bonds to finance construction of the San Joaquin Hills Transportation Corridor. The bonds were initially refinanced in 1997, amended in 2011, and ultimately refinanced in 2014. The 2014 transaction refinanced the debt to 2050, placed the Agency in a solid financial position, significantly improved the Agency’s debt metrics and achieved the following:

· Upgraded the credit ratings issued by Fitch and Standard & Poors to investment grade on the senior lien bonds

· Restored toll setting authority to the Board and provided for inflationary toll rate increases (small annual adjustments rather than infrequent larger lump sum adjustments)

· Created increased margin to build cash reserves in order to withstand future economic downturns and allow for potential early debt repayment in the future

Debt Service, which is primarily funded from toll revenues, grows at an average of 2.4% per year until it reaches maximum annual debt service of $186 million in FY 2041. Per the Indentures, the Agency’s Adjusted Net Toll Revenue (toll related revenues plus interest income on certain accounts, less operating expenses) must be at least 110% of the current year’s aggregate debt payments (all debt service scheduled for the fiscal year) and at least 130% of the current year’s senior lien debt payments. This is often referred to as 1.10x and 1.30x debt service coverage, respectively. When compiling the operations budget, the Agency staff ensures that the revenues and expenses budgeted provide the necessary coverage ratio as defined in the Indentures. The attached FY18 proposed budget results in an aggregate coverage ratio of 1.55x and a senior lien coverage ratio of 1.81x. The Debt Coverage Calculation Schedule showing the calculation is included on page 32 of this document.

7


Sources

and

Expenditures


8

Sources and Expenditures The Sources and Expenditures of Funds Statement summarizes the Agency’s projected total sources and expenditures for the year ending June 30, 2018. Total sources include revenues budgeted in FY18 as well as cash on hand from development impact fees and surplus revenues collected and available to the Agency from previous years and amounts in the debt service accounts. Below is a summary of total funds on hand and the amount of these funds available to fund the FY18 budget as well as future budgets (in thousands). Estimated Total Funds on Hand at 6/30/17 453,937$

July Activity Related to FY17 (37,958) Adjusted Estimated Total Funds on Hand at 6/30/17 415,979

Less Maintenance Facility Commitment (8,075) Less Operating Reserves (16,636) Less Arbitrage Tax Rebate Funds (1,225) Less Long-Term Debt Service Funds (16,847) Less Debt Service Reserves (263,502)

109,694$

Cash Restricted For Debt Service 19,864$ All Other Cash Available to Fund Current and Future Budgets 89,830

Estimated Cash Available to Fund Current and Future Budgets 109,694$

Estimated Cash Available, excluding Reserves, to Fund Current and Future Budgets

Total expenditures include all FY18 budgeted expenses requiring a cash outlay. The Sources and Expenditures of Funds Statement on the following page shows sources less cash expenditures to arrive at cash available to fund subsequent budgets. The following statement includes the approved FY17 budget, as amended, including transfers within the CEO’s authority, staff projected FY17 sources and expenditures based on actuals through March 2017 and the proposed budget for FY18.

9

FY 2017Amended Budget FY 2017 FY 2018As of 3/31/2017 Estimated Actuals Proposed Budget

Sources:Net Toll Revenue 144,319 150,025 157,468 Penalties 25,800 22,490 22,500 Fees 9,313 9,594 9,700 Development Impact Fees 5,000 3,086 3,000 Interest Earnings 1,132 1,849 2,354 Cash Restricted For Debt Service 19,124 19,124 19,864 All Other Cash Available to Fund Current and Future Budgets 66,592 66,592 89,830

Total Sources of Funds 271,280 272,760 304,716

Expenditures:Planning, Environmental and Construction 10,005 6,594 5,937 Planning, Environmental and Construction Administration 1,599 1,332 1,561 Toll Operating Administration 7,009 6,908 8,075 Customer Service and Toll Compliance 10,991 9,678 10,897 Toll Systems 1,280 1,154 1,175 Toll Facilities 283 272 283 Toll Equipment 1,926 1,865 3,402 Debt Service 106,490 106,490 107,523

Total Expenditures 139,583 134,293 138,853

Subtotal 131,697 138,467 165,863

27,307 28,773 8,799 Projected Cash Available to Fund Subsequent Budgets 104,390 109,694 157,064

Less Restricted Cash For Future Debt Service 19,864 19,864 19,870

Projected Available Cash 84,526 89,830 137,194

Projected Deposits to the Supplemental Debt Service Reserve From Revenues and Interest Income

San Joaquin Hills Transportation Corridor AgencySources and Expenditures of Funds Statement

Fiscal Years 2017 through 2018($000)

Description

10

Sources Summary With the growth of Southern California’s economy, FY17 transactions and transactional toll revenue are expected to be up approximately 4.0% and up 6.6%, respectively, over FY16. The 2014 bond refinance transaction greatly improved debt service coverage margins and the ability to withstand future economic downturns. Regardless, it will be important to continue to take measures ensuring that revenue growth continues in FY18 to meet the Agency’s goals. The Agency has also used customer incentives and promotions to maintain and build transactions and revenues. Given the purpose of promotions is to increase revenue, tolls used as incentives for promotions will be recorded as an offset to revenue in accordance with accounting principles and the Indentures. In FY18, marketing incentive programs will continue to be implemented to convert customers who pay online with One-Time-Toll to FasTrak or ExpressAccounts. In addition, paid advertising will continue to emphasize increased awareness of the Toll Roads value proposition. Staff works with the Agency’s traffic and revenue consultant, Stantec Consulting Services Incorporated (Stantec) to review the effect of prior year toll rates and prepare an analysis for the upcoming year. During the April 2017 budget workshop, staff discussed the analysis with the Board and recommended toll rates based on the results of prior year increases and toll elasticity, assumptions included in the bond finance documents, building cash reserves, and economic factors. The FY18 budget for sources of funds is based on the traffic and revenue consultant’s toll rate analysis and the feedback received from the Board of Directors during the budget workshop (see Net Toll Revenue section below). At the beginning of FY18, the Agency expects to have total cash adjusted for accrual items of $416.0 million. The expected adjusted cash balance includes debt service reserve and operating reserve funds of $280.1 million, $16.8 million reserved for Long-Term Debt Service, $8.1 million reserved for a commitment to construct a Caltrans maintenance facility, $1.2 million reserved for arbitrage and tax rebate, and $109.7 million of cash on-hand available to fund the current and future years’ budgets. These available funds are primarily from development impact fees, surplus revenues and interest earnings. During FY18, Net Toll Revenue, Penalties, Fees, Development Impact Fees, and Interest Earnings are budgeted at $195.0 million. Below are brief explanations of each of these funding sources. Net Toll Revenue The FY18 budget assumes transactional toll revenue of $166.9 million which represents a 5.5% increase over projected FY17 transactional toll revenue. The budget for FY18 Net Toll Revenue of $157.5 million, or 80.7% of total revenue, is a combination of the Agency’s estimate of transactional toll revenue reduced by estimated processable and unprocessable transactions (offset by toll revenue recovered from processed violations) and non-revenue transactions. As a result of the conversion to All Electronic Tolling (AET) and the resulting shift in payment patterns, including some patrons who may have previously paid with cash but are now initially identified instead as processable violation transactions, toll revenue recovered during the violation process is appropriately classified

11

as Net Toll Revenue. The Agency currently waives the penalty for first time violators if the toll is paid within 30 days. Unprocessable violations (primarily vehicles with no license plates) and non-revenue transactions (primarily California Highway Patrol, Caltrans, and Agency vehicles used on the road for operations and maintenance) are expected to occur at a rate of 4.4% of transactional toll revenue or $7.4 million in FY18. Processable transactions offset by toll revenue recovered from processed violations is budgeted at $2.1 million or 1.3% of transactional toll revenue in FY18. The proposed 5.5% transactional toll revenue increase is achieved by implementing a 2.0% non-FasTrak rate increase. The FasTrak rates increase at amounts that maintain the $1.00 discount from the non-FasTrak rates. The proposed toll rates are expected to result in transaction growth of 2.9% based on the Stantec analysis. The growth rate assumes continued economic improvement and an increase in traffic congestion on routes parallel to the toll roads thereby increasing the value of time savings obtained by choosing the toll road option. The table on the following page shows the FY18 current toll rates and the proposed FY18 toll rates by location, split between non-FasTrak and FasTrak, and pre- & post-peak/ peak / off-peak / weekend if applicable. In summary, FasTrak and non-FasTrak rates increase by $0.04 to $0.16 per tolling location.

12

CurrentLocation Time/Type Rates Rate Change

La Paz Non-FasTrak* 2.40$ 2.45$ 0.05$ FasTrak 1.40$ 1.45$ 0.05$

Aliso Creek Non-FasTrak* 2.99$ 3.05$ 0.06$ FasTrak 1.99$ 2.05$ 0.06$

El Toro Non-FasTrak* 3.62$ 3.69$ 0.07$ FasTrak 2.62$ 2.69$ 0.07$

Catalina View** Non-FasTrak Off-Peak 6.36$ 6.49$ 0.13$ FasTrak Off-Peak 5.36$ 5.49$ 0.13$ Non-FasTrak Peak Hour 7.92$ 8.08$ 0.16$ FasTrak Peak Hour 6.92$ 7.08$ 0.16$ Non-FasTrak Pre- & Post-Peak * 7.61$ 7.76$ 0.15$ FasTrak Pre- & Post-Peak 6.61$ 6.76$ 0.15$ Weekend Non-FasTrak 6.10$ 6.22$ 0.12$ Weekend FasTrak 5.10$ 5.22$ 0.12$

Newport Coast Non-FasTrak* 3.36$ 3.43$ 0.07$ FasTrak 2.36$ 2.43$ 0.07$

Bonita Canyon Non-FasTrak* 2.04$ 2.08$ 0.04$ FasTrak 1.04$ 1.08$ 0.04$

* One Time Toll (OTT) rate** 3-4 Axle Vehicles 2 Times Rate 5+ Axle Vehicles 4 Times Rate

Proposed 2% Increase

The Agency estimates that it will receive a total of $150.0 million in Net Toll Revenue in FY17. This consists of $158.2 million of transactional toll revenue reduced by estimated processable and unprocessable transactions of $16.9 million offset by toll revenue collected from processed violations of $8.7 million. Penalties Penalties revenue is budgeted for FY18 at $22.5 million, representing 11.5% of total revenues and consists of violation penalties related to toll violations. The intent of violation penalties is to act as a deterrent and ensure collection of toll revenues. Penalties revenue is recorded as collected. As mentioned in the Net Toll Revenue section above, the toll related to a violation is properly classified in Net Toll Revenue. The Agency continues its efforts in signing patrons up for accounts and informing infrequent users of the available payment options in order to avoid handling through the violation process. The Agency also implemented agreements with major rental car companies in April 2016 which have proved successful in reducing violations. The Agency will continue initiatives in FY18 to attempt to address violations, such as signage, and providing materials to support communication to the community at large and visitors. Penalties revenue for FY17 is estimated to be $22.5 million. The FY18 Penalties budget is conservative with consideration given to the current trends in collections, the estimated transactions for FY18, the current processable transactions rate at 6.5% of traffic, the

13

existing policy of $57.50 on the first notice of violation and $42.50 on delinquency notice, and the Agency’s policy of waiving penalties for first-time violators. Fees Fees are budgeted for FY18 at $9.7 million, representing 5.0% of total revenues. Fees revenue consists of $8.3 million for account maintenance fees from FasTrak accountholders, and $1.4 million of other miscellaneous fees related to operations (i.e., invoice fees, suspended account and returned check fees, lost, stolen or damaged transponder fees, and fees related to programs with San Francisco Airport and rental car agencies). Fees revenue for FY17 is estimated to be $9.6 million. The FY18 budget for account maintenance fees is based on the Agency’s current policy in which a fee of $2.00 per transponder is charged to FasTrak accountholders in each month where monthly tolls incurred on F/ETCA or SJHTCA facilities are less than the threshold of $25 per transponder. When an account has multiple transponders, the aggregate tolls incurred by an account are considered when determining whether any account maintenance fees are charged. During FY18 the Agencies will transition to providing all accountholders with electronic account activity statements versus mailed statements. If an accountholder would like to continue to receive mailed statements, the statements will be provided monthly for a fee of $1.00 per statement. Development Impact Fees The Agency adopted a Development Impact Fee Program in 1986. The fee program is based on the general principle that development within the “area of benefit” of the corridor will benefit from the construction of the corridor. Development Impact Fees (DIF) are assessed on new residential and non-residential (commercial, industrial, etc.) development. Development Impact Fees for FY17 are expected to approximate $3.1 million. The Agency is estimating Development Impact Fees to be $3.0 million for FY18, representing 1.6% of total revenues, based upon recent trends and development. The chart on the following page is provided to illustrate the historical trend of Development Impact Fees collected.

14

$-

$1,000

$2,000

$3,000

$4,000

$5,000

$6,000

$7,000

$8,000

$9,000

$10,000

09 10 11 12 13 14 15 16 *17 *18

Amou

nt ($

000'

s)

Fiscal Year

San Joaquin Hills Transportation Corridor AgencyDevelopment Impact Fees

Ten Year Trend

*Estimate

Interest Earnings Interest Earnings represent earnings on funds held in trust for bondholders, funds held for operations and funds held in custody accounts at the trustee for the Agency. Budgeted Interest Earnings are based upon the existing investment portfolio. Total Interest Earnings budgeted for FY18 of $2.3 million represent approximately 1.2% of total revenues. Interest Earnings for FY17 are estimated to be $1.8 million.

15

Revenue Pie Chart – FY17 Budget as compared to FY18 Budget The pie charts on the following page show a comparison of FY17 budgeted revenues to FY18 proposed budgeted revenues.

Budgeted revenues increased $9.4 million to $195.0 million in FY18 from budgeted revenues of $185.6 million in FY17 due to an increase in Net Toll Revenue, Fees, and Interest Earnings, offset by decreases in Penalties and Development Impact Fees. Net Toll Revenue is expected to increase from $144.3 million budgeted in FY17 to $157.5 million in the FY18 budget as a result of current transaction and revenue trends and toll rate changes. Penalties are projected to be lower in FY18 by $3.3 million compared to the FY17 budget as a result of actual violation collections and current transaction and transactional toll revenue trends. See Penalties discussion on page 12 for more information. Fees are budgeted to increase in FY18 by $0.4 million compared to the FY17 budget. FY18 budgeted Development Impact Fees decreased by $2.0 million compared to FY17 Budget based on recent collection trends and development. Interest Earnings are expected to increase by approximately $1.1 million primarily resulting from working with the Agency’s investment advisor to implement an active management strategy which has allowed the Agency to take advantage of the Federal Open Market Committee increasing the Fed funds interest rate.

16

Net Toll Revenue 77.8% $144.3M

Penalties 13.9% $25.8M

Fees 5.0% $9.3M

DIF 2.7% $5.0M

Interest 0.6% $1.2M


FY 2017 RevenueBudget

Total FY17 Total Budget Revenue $185.6M



Fees 5.0% $9.7M

DIF 1.6% $3.0M

Interest 1.2% $2.3M

FY 2018 RevenueProposed Budget

Total FY18 Total Budget Revenue $195.0M

17

Expenditures Summary In response to the economic downturn in the recent past, the Agency worked diligently to significantly decrease operating expenses and reduce headcount, while continuing to provide quality customer service and ensuring that equipment, systems, and facilities remained in a good state of repair. This provided for a lower base to absorb inflationary growth. As a result of the improving economy and a steady return of revenues to levels recorded prior to the economic downturn in FY08, the Agency prepared the FY18 expense recommendation considering the cost impact of increasing transactions and revenues. In addition, the budget includes proposed inflationary increases in major operating contracts, operations initiatives, capital projects costs, and staffing to manage the growth in operations and capital project initiatives. Detail of expenditures can be found on pages 21-31. The FY18 proposed budget for expenses was developed with the Agency’s continued commitment to fiscal responsibility and overarching goals. The proposed budget for FY18 includes total expenditures of $138.9 million. The following are brief explanations of the various expenditures. Planning, Environmental and Construction (Excluding Administration) This category mainly consists of costs associated with the Agency’s current Capital Improvement Plan including Toll Booth Removal, Signage, and various studies to monitor the Agency’s compliance with permits and other environmental documents. The FY18 proposed budget for these expenses is $5.9 million, approximately 4.3% of the total budget. The funding for these expenses is the cash on hand from previous development impact fee collections and Agency surplus revenues. The Planning, Environmental and Construction projected actuals for FY17 total $6.6 million. The decrease of $0.7 million in the FY18 budget is primarily related to reductions in the conveyance of mitigation land and the Toll Booth Removal project, partially offset by an increase in the Signage project. Administration The total proposed budget for Administration expenses is $9.6 million for FY18, or approximately 6.9% of the total proposed budget. The Administration category includes all employee compensation (3.0% of the total budget) as well as overhead-type expenses, such as office expenses, legal, insurance, administrative consulting services, marketing, and travel expenses. Rents and leases expense includes the fair market rental lease payments that the Agency pays to the F/ETCA related to its portion of the Pacifica building and related common area maintenance and tenant improvement costs. These costs are budgeted in total but are allocated between the two primary activities of the Agency: Planning, Environmental and Construction and Toll Operations. The allocation of costs between the two types of activities is necessary in determining the appropriate funding

18

source as well as for the calculation of debt service coverage per the Indentures. The resulting allocation can be seen in the columns for each activity on page 22 of this document. Projected Administration expenses for FY17 total $8.2 million. The increase in the FY18 proposed budget from the FY17 projected actuals is primarily due to Customer Service Center Modernization, consulting for the Agency’s Business Intelligence project, and the System-Wide Traffic Optimization Study. Toll Operations (Excluding Administration) Toll Operations include toll system costs associated with maintaining the Agency’s system lane hardware and software currently under contract with TransCore LP, customer service center and violation processing management and staff currently under contract with Faneuil, Inc., customer service system maintenance and toll processing under contract with BRiC-TPS LLP, and image based transaction processing currently under contract with Global Agility Inc. Also included in this category are toll facilities costs for maintaining the Agency’s buildings utilized in the operation of the road, and toll equipment such as transponders and server replacements. The proposed FY18 budget for these expenses is $15.8 million or 11.4% of the total budget. Toll Operations, excluding Administration, is projected to total $13.0 million in FY17. The FY18 budget is million higher than projected FY17 actuals primarily due to increases in labor for improved customer service and other customer service and compliance costs directly related to revenues, consultant support for the Customer Service Center Back Office System Replacement Project, scheduled Consumer Price Index adjustments for the system lane hardware and software maintenance contracts, and an increase in transponder purchases. Debt Service The Debt Service category includes the annual principal and semi-annual interest payments to be made on all outstanding bonds. These payments for FY18 are budgeted at $107.5 million, or 77.4% of the total budget. Debt Service for FY17 will total $106.5 million. Future years’ Debt Service, which is primarily funded from toll revenues, grows at an average of 2.4% per year until it reaches maximum annual debt service of $186 million in FY 2041.

19

Expenditures of Funds – FY17 Amended Budget as compared to FY18 Budget The pie charts on the following page show a comparison of the FY17 amended budget and the FY18 proposed budget by type of expense. The FY18 proposed budget of $138.9 million, as compared to the prior year’s amended budget of $139.6 million, shows a decrease of $0.7 million, or 0.5%. The net decrease is primarily related to reductions in CIP that include the Toll Booth Removal project, and the conveyance of mitigation land. The decreases are partially offset by increases to the Customer Service Center Back Office System Replacement Project, the Signage Project, the System-Wide Traffic Optimization Study, and Customer Service Center Modernization. Budgeted Debt Service payments for FY18 increased by $1.0 million over FY17, as scheduled in the Indentures.

20

Admin 6.1% $8.6M

Plan, Env & Constr 7.2% $10.0M

Toll Cust Serv & Compliance 7.9% $10.9M

Toll Systems 0.9% $1.3M

Toll Facilities 0.2% $0.3M

Toll Equipment 1.4% $2.0M

Debt Service 76.3% $106.5M


FY 2017 ExpendituresAmended Budget

Total FY17 Expenditures $139.6M

Admin 6.9% $9.6M





Toll Equipment 2.5% $3.4M


FY 2018 ExpendituresProposed Budget

Total FY18 Expenditures $138.9M

21

Expenditures Detail The schedule on the following page details the budget as summarized on pages 23-31 into more specific categories (budget subcategories). Many of the Administration subcategories are allocated between Planning, Environmental and Construction and Toll Operations expenses.

22

594 2387

Plan, Environ Toll Operations DebtCategory & Construction Exp & Equip Service Total

Administration:Regular Salaries 586 2,357 - 2,943 Internship Program 8 30 - 38 Board Compensation 18 72 - 90 Benefits 235 910 - 1,145 Employer Taxes 10 42 - 52 Insurance 56 685 - 741 Legal Expense 240 639 - 879 Telephone/Comm 13 51 - 64 Office Expense 40 225 - 265 Educ, Seminar, Membership, Mtgs 28 160 - 188 Consulting and Other Services 145 848 - 993 Marketing - 828 - 828 Publications & Subscriptions 1 4 - 5 Rents & Leases 140 559 - 699 Building Services 2 7 - 9 Transportation & Travel 26 108 - 134 Office Equipment 9 34 - 43 Pacifica Fixed Assets 4 516 - 520

Total Administration 1,561 8,075 - 9,636 Planning, Environmental and Construction:

Capital Improvement Plan (CIP):Toll Booth Removal 1,275 - - 1,275 Signage 3,127 - - 3,127 Total Capital Improvement Plan 4,402 - - 4,402

Other Planning, Environmental and Construction:Environmental 265 - - 265 Design Program Mgmt 430 - - 430 Design Special Studies & Other 600 - - 600 ROW Acquisitions, Appraisals & Other 240 - - 240 Total Other Planning, Environ and Constr 1,535 - - 1,535

Total Planning, Environmental and Construction 5,937 - - 5,937 Toll Operations:

Customer Service and Toll Compliance - 10,897 - 10,897 Toll Systems - 1,175 - 1,175 Toll Facilities - 283 - 283

Subtotal Toll Operations - 12,355 - 12,355 Operations Equipment:

Transponder Equipment - 1,938 - 1,938 Toll Equipment & Capital Expenditures - 1,464 - 1,464 Total Equipment - 3,402 - 3,402

Total Toll Operations - 15,757 - 15,757 Debt Service - - 107,523 107,523 Total Expenditures 7,498 23,832 107,523 138,853

San Joaquin Hills Transportation Corridor AgenciesFiscal Year 2018 Proposed Budget

($000)

Budget Fund Categories

23

Staffing The policies of the Transportation Corridor Agencies (TCA) require approval by the Boards of Directors for all new salary grade classifications, changes to the staffing plan (number of approved positions), and the total compensation budget. Compensation and staffing programs are then administered by the CEO under the approved budget. During the budget process each year, the CEO recommends changes to the existing programs for the upcoming fiscal year. The recommended staffing plan for FY18 is 68 funded positions and is allocated 62% to F/ETCA and 38% to this Agency. The FY18 budget includes one reclassification, five positions eliminated from the customer service walk-in center due to outsourcing, one eliminated Toll Facilities position, and two headcount additions to support human resources and environmental projects initiatives:

· Human Resources Generalist · Environmental Analyst

The following chart shows the change in funded headcount from 2007 through 2017 and the projected 2018 headcount on a combined Agency basis (F/ETCA and SJHTCA). The decrease in FY15 was due to the end of cash toll collections.

65

70

75

80

85

90

95

FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18Proposed

Combined AgencyFunded Headcount Trend

Headcount Funded

24

The functional area organization chart on the following page illustrates the duties and responsibilities for each executive’s division and the number of full time equivalent positions. In addition to the regular duties and responsibilities that are required to manage the Agencies, there are a number of project initiatives that staff work on each year to achieve Agency goals and objectives. Some of the longer-term projects have been included on the organization chart.

25

TCA Organizational Structure Fiscal Year 2018

· Customer Interaction Management

· Call Centers · Walk-In Customer

Service Centers · Revenue Collection · Account

Management · Toll Compliance &

CHP Program · Toll System

Implementation & Operations

· Cyber Security & Corporate System Support

· Legislative Support · National Toll

Standards · Interoperability · Data Management

Chief Executive Officer 3 FTEs

Communications & Marketing

7.25 FTEs

· SR241/91 Express Connector

· South County Mobility Improvement

· Oso Bridge & Los Patrones Parkway

· Capital Improvement Plan

· Special Projects · Design · Engineering · Construction

Management · Real Property · Caltrans Interface · Facilities

Maintenance

· Communications Strategy

· Marketing · Media Relations · Special Events · Website · Graphics · Presentations · Publications · E-newsletters · Issue

Management · Social Media · Customer

Communication Consistency

· Tourism & Visitor Outreach

· The Toll Roads Rewards Program

· Environmental Outreach

· 241/91 Express Connector Outreach

· Sponsorships

F/ETCA Board

· SR 241/91 Express Connector



· Habitat Stewardship · Environmental

Compliance · Regional

Transportation Plan Coordination

· Project Permitting · Intergovernmental

Project Review · Mitigation Land

Transfer · NCCP/HCP

Compliance · Wildlife Safety

Fencing · Open Space



· Develop, Implement & Execute the Strategic Plan & Initiatives

· Translate Strategic Priorities Into Comprehensive & Actionable Plans

· Build Relationships With Stakeholders & Partners at the Local, State & Federal Levels

· Educate & Garner Active Support for TCA

· Establish Open & Candid Communication With Supporters & Opponents

· Discuss Commonalities While Exploring a Wide Range of Solutions

· Develop Annual State & Federal Legislative Platforms

· Legislative Initiatives

· Long-Term Financial Planning & Bond Finance

· Financial Reporting and Cash Flow Management

· Accounting · Toll Operations

Accounting/ Reconciliation/ Auditing

· Annual Audit · Budgeting · Treasury · Finance · Debt Compliance · Investor Relations · Insurance/Risk

Management · Internal Audit · Development Impact

Fee Program · Administration · Human Resources · Recruiting · Benefits &

Compensation · Employee Relations · Training &

Development · Contracts &

Procurement · Legislative Financial

Support

Finance, Contracts, HR

& Administration

31.5 FTEs

Toll Operations & IT

12 FTEs

Engineering & Facilities 7.5 FTEs

Environmental Planning 3.5 FTEs

Strategy & Public Affairs

3.5 FTEs

SJHTCA Board

26

Administration - Compensation (Regular Salaries and Benefits) The Agency employee compensation budget is $4.1 million. TCA salaries are reviewed each year through the annual performance review process. The Agency does not provide for any type of automatic step or Cost of Living Adjustment (COLA) increases.

Benefits include contributions to a cafeteria plan (medical, dental, and vision) and retirement plans. In general, budgeted benefits are determined by applying estimated rates for these plans to estimated headcount. If benefit rates come in lower than expected, the budget is not spent. FY18 benefits are 38.9% of salaries. The FY18 employer contributions to OCERS have been budgeted at 27.23% for legacy employees and 24.36% for employees hired on or after January 1, 2013 under the Public Employees’ Pension Reform Act – PEPRA. Each of these rates includes a component of 13.79% that represents payment of the Agencies’ unfunded actuarial accrued liability (UAAL). The Agency’s UAAL is estimated as of December 31, 2016 at approximately $4.4 million. The UAAL is amortized over 20 years. The Agencies monitor the UAAL and believe that it is manageable as it is paid each year as part of the employer contribution. In FY16, the Agency completed a detailed classification study of salary ranges through a consultant and FY17 salary ranges were adjusted based on the results of the study. For FY18, the staffing plan includes a 3% adjustment to salary ranges based on current public and private sector data. The recommendation to revise the Agency’s salary ranges does not in itself, result in any change to individual employee salaries. Employee salary adjustments are only based on merit increases and/or promotions. A 4.0% merit pool of $105,587 based on the current public and private sector data, with organizations, has been included in the budget. The recommended merit pool will allow the Agency to remain competitive, reward employees for their performance, and help retain current employees. The annual review process includes: employee input on the employee’s perspective of accomplishments and future goals, supervisor review and evaluation of employee accomplishments and establishment of goals for the next year, executive team member review of all performance reviews for the department, human resources review of all employee performance reviews for consistency, and submittal of performance reviews to the CEO for approval. The performance reviews are rated based on employee performance and include the following rating categories: Exceptional, Exceeds Expectations, Meets Expectations, Needs Development, and Unsatisfactory. The merit increase will be assigned according to ratings category and is expected to range from 2.5% to 5%. A 3.0% non-base building performance incentive pool of $79,190 has been included in the budget and is linked to the FY18 Agency initiatives. This will allow the CEO to reward outstanding achievement on special projects and/or initiatives in accordance with the Agencies’ performance incentive award policy. TCA has contained costs through a net reduction in headcount (81 to 68) since FY11 and reduced benefits by shifting pension and health benefits costs to employees and reduction of accrued leave. Our philosophy and approach to contract out many of our services continues to keep our salaries/benefits lower and manageable.

27

Administration - Insurance Insurance expense is budgeted at $0.7 million, approximately 0.5% of the total budget. The major components of insurance include earthquake, property, general and excess liability, cyber, and workers’ compensation coverage as detailed in the annual Current Insurance Coverage Report which was provided at the February 2017 Board of Directors meeting. Policies are marketed and placed by the Agency’s insurance broker, Alliant Insurance Services, Inc., who provides all of the Agencies’ insurance procurement needs. All insurance is maintained in accordance with the requirements of the Indentures and as prudent business activities dictate. Administration - Legal Expenses Legal Expenses are budgeted at $0.9 million, 0.6% of the total budget. Amounts in this category include, but are not limited to, general counsel representation, legislation, support for ongoing and potential litigation, legal consulting related to contract issues, financing, development impact fees, human resources, and claims litigation. Legal expenses are invoiced separately by individual matter, or type of legal issue, and are managed by the individual department managers who have requested the assistance. Composite rates for general counsel are $247 per hour. Negotiated blended rates related to complex contract issues, and certain real estate issues are $300 per hour. In addition, litigation rates are billed at prevailing rates that vary between $325 and $840 per hour depending on the level of experience of the attorney involved, and state lobbyists bill at a rate of $445 per hour. Below is a breakdown of legal expenses by major category:

Toll Operations $ 368,000 Contracts 176,000 General/Other 150,000 Human Resources 66,000 Development Impact Fees 50,000 Financing 38,000 Environmental 30,000 Construction 1,000 Total $ 879,000

Administration - Consulting and Other Services The Consulting Services category is $1.0 million, which represents approximately 0.7% of the total budget and, as detailed below, includes service fees, maintenance and third party assistance contracts for both recurring needs and special projects, such as payroll processing, investment and financial advisory services, annual audit services, and the implementation and project management costs associated with the Business Intelligence project. It also includes a state and national interoperability consultant and testing support, printing and distribution of publications, federal and state advocacy, and community/public relations services.

28

Financial Consulting $ 188,000 Strategic Planning 180,000 System-Wide Traffic Optimization Study 170,000 Business Intelligence Project Consulting 100,000 Communications & Customer Outreach 139,000 Other Consulting 59,000 Audit Services 57,000 Payroll & Personnel Services 50,000 Toll Operations Services 50,000 Total $ 993,000

Administration - Marketing Total expenditures for marketing and advertising are budgeted at $0.8 million, representing 0.6% of the total budget. This includes amounts paid for the Agency’s marketing consultant for creating and placing radio and digital advertising, designing and printing direct mail and account statement inserts; website design and programming services; and email communication to FasTrak and ExpressAccount holders including The Toll Roads Rewards program. These efforts are geared toward increasing account signups and toll road ridership. The following is the budget associated with these expenses:

Marketing Consultant $ 650,000 Analytics and Research 113,000 Website Development 50,000 Accountholder Email Communications 15,000 Total $ 828,000

Administration - Rents and Leases The budget for Rents and Leases totals $0.7 million, representing 0.5% of the total budget. This category is related to the Agency’s rental payments to the F/ETCA for its allocation of space in the Pacifica building and common area maintenance. The lease agreement calls for lease payments to be set annually based upon a current survey of fair market rates of comparable “all-in” leases in the Irvine area.

29

Administration - Pacifica Fixed Assets The Pacifica Fixed Assets category is budgeted at $0.5 million, representing 0.4% of the total budget. This category is related to equipment qualifying for capitalization and includes Customer Service Center Modernization. Planning, Environmental and Construction - Capital Improvement Plan The Capital Improvement Plan is budgeted at $4.4 million and represents 3.2% of the total budget. These projects are outlined in the Capital Improvement Plan to be presented to the Board of Directors on June 8, 2017 and summarized below:

Signage $ 3,127,000 Toll Booth Removal 1,275,000 Total $ 4,402,000

Planning, Environmental and Construction - Other Planning, Environmental and Construction This category totals $1.5 million or 1.1% of the total budget and includes funding for traffic trend and capacity analyses, design program management, title and survey work related to mitigation parcels, in-house consulting assistance, and coordination with the Southern California Association of Governments and OCTA to ensure the Agency’s projects are described accurately in regional transportation plans.

Traffic Trends/Capacity Analysis $ 600,000 Design Program Management 430,000 Surveying & Title 240,000 Mitigation & Permits 153,000 Environmental Staff Assistance & Other 112,000 Total $ 1,535,000

Toll Operations - Toll Customer Service and Toll Compliance The Toll Customer Service and Toll Compliance category totals $10.9 million, approximately 7.9% of the total budget, and primarily includes funding for the service center operations and toll compliance activities comprised of customer service and violation processing staff and management costs for the customer service operator Faneuil, Inc., customer service system maintenance and toll processing costs for BRiC-TPS LLP, and image based transaction processing costs for Global Agility Inc. Also included in this category are credit card processing fees assessed on all FasTrak, ExpressAccount, and violation credit card transactions, printing, postage, and mailing services, judgment recovery and collection costs, CHP violation enforcement, and telephone system expenses.

30

Fees are included in this category for the Costco, AAA, and Albertsons FasTrak enrollment programs. The budget associated with these expenses is detailed below:

Credit Card Processing Fees $ 3,530,000 Customer Service Contract 3,475,000 Postage & Printing 1,961,000 Customer Service System Maintenance 1,149,000 Enforcement Services & Other 472,000 Other Customer Service 253,000 Projects 57,000 Total $ 10,897,000

Toll Operations - Toll Systems The Toll Systems category totals $1.2 million, or approximately 0.8% of the total budget and, as detailed below, primarily consists of fees for the software and hardware maintenance and operation contract with TransCore LP. Also included in this category are toll system spare parts and repairs, software licenses, and various computer maintenance contracts.

On-Road Toll System Maintenance $ 959,000 Computer/Software Maintenance & Support 118,000 Projects 98,000 Total $ 1,175,000

Toll Operations - Toll Facilities This category is budgeted at $0.3 million representing 0.2% of the total budget, and accounts for all costs associated with maintaining the Agency’s toll plazas such as utilities, janitorial services, and other various supplies and repairs.

On Road Building Maintenance Services $ 156,000 On Road Utilities 127,000 Total $ 283,000

Toll Equipment & Capital Expenditures The Toll Equipment & Capital Expenditures budget is $3.4 million, approximately 2.5% of the total budget. Toll Equipment & Capital Expenditures primarily consists of FasTrak transponder costs and the Customer Service Center Back Office System Replacement

31

Project. Other items include mobile app enhancements, uninterruptible power supply (UPS) replacements, and servers.

Transponders $ 1,939,000 CSC Back Office System Replacement Project 1,425,000 Other Equipment 38,000 Total $ 3,402,000

Debt Service The Debt Service category totals $107.5 million or 77.4% of the total budget and includes principal and interest payments on the Agency’s outstanding bonds. Scheduled debt service for FY18 include principal payments on the 1997 Bonds of $3.7 million and sinking fund deposits of $36.0 million due on January 15, 2018. Sinking fund deposits are considered debt service in the year the deposits are made, however, the funds are paid to bondholders in future years. Interest payments on the 2014 Bonds are $67.8 million for FY18, with $33.9 million to be paid on each January 15, 2018 and July 15, 2018. The FY17 budgeted aggregate and senior lien debt service coverage ratios shown on the following page meet the Indenture requirements of 1.10x and 1.30x, respectively. The budgeted coverage is 1.55x and 1.81x, respectively, and does not include the use of reserves or escrow defeasance. Adjusted Net Toll Revenues only includes certain revenues and interest earnings in certain accounts per the Indentures. Development impact fees are not included in the calculation. While development impact fees are not included in the budget calculation of the debt service coverage ratios, the Indentures allow for development impact fees that are remaining after each debt service payment to be added to the calculation thereby enhancing the debt service coverage calculation. The Indentures refer to this as Enhanced Adjusted Net Toll Revenues and this enhanced calculation will be used for actual debt service coverage covenant reporting. Current expenses include expenditures that are allocated to operations (as shown in the second column of the schedule on page 22).

32

FY18 Budget ($000)

Adjusted Net Toll Revenues

Total Toll Revenues Including Fees and Penalties 189,668 Interest Earnings * 1,155 Current Expenses - Funded From Toll Revenue (23,832)

Adjusted Net Toll Revenues 166,991

Aggregate Net Debt Service

Aggregate Debt Service 107,523

Aggregate Coverage Ratio (1.10x requirement) 1.55

Senior Lien Net Debt Service

Senior Lien Debt Service 92,093

Senior Lien Coverage Ratio (1.30x requirement) 1.81

* Reflects estimated earnings on specific accounts allowed for coverage as defined per the Indentures

Debt Coverage Calculation Fiscal Year 2018

33

Estimated Unrestricted Cash and Supplemental Debt Service Reserve Funds Below is the FY18 budgeted activity and estimated ending balances for unrestricted cash and supplemental debt service reserve funds, as described in more detail on page 5:

Estimated Available Cash at 6/30/17 88,910 Construction and Related Administration (7,498) Surplus Revenue * 51,688 DIF Revenue and Interest Income 4,094

Estimated Available Cash at 6/30/18 137,194

Estimated Supplemental Debt Service Reserve Funds at 6/30/17 84,253 Surplus Revenue * 8,413 Interest 386

Estimated Supplemental Debt Service Reserve Funds at 6/30/18 93,052

($000)

* Represents one-half of surplus revenue per the Indentures until the supplemental reserve funding is complete as is expected in FY18. Remaining Surplus Revenue funds the unrestricted cash reserves.

Estimated Unrestricted Cash($000)

Estimated Supplemental Debt Service Reserve Funds (Restricted)$93.1 Million Reserve Requirement

* Represents one-half of surplus revenue per the Indentures until the supplemental reserve funding is complete as is expected in FY18.

RESOLUTION NO. S2017-02

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY

APPROVING THE BUDGET FOR FISCAL YEAR 2018

On motion of Board Member___________________, the following Resolution was adopted. WHEREAS, Section VI, paragraph 6.1 of the Second Amended and Restated Joint Exercise of Powers Agreement creating the San Joaquin Hills Transportation Corridor Agency (the “JPA”), requires the adoption upon the approval of not less than two-thirds (2/3) of the Board Members, an annual budget for the ensuing fiscal year, pursuant to procedures developed by the Board; and WHEREAS, Section VI, paragraph 6.3 of the JPA requires all funds to be placed in object accounts and the receipt, transfer or disbursement of such funds during the term of the JPA shall be accounted for in accordance with Generally Accepted Accounting Principles (GAAP) applicable to governmental entities and all revenues and expenditures must be reported to the Board; and, WHEREAS, Section VI, paragraph 6.4 of the JPA states that all expenditures within the designations and limitations of the approved annual budget shall be made upon the approval of the Chief Executive Officer in accordance with the rules, policies and procedures adopted by the Board; and, WHEREAS, Section VI, paragraph 6.4 of the JPA further states that no expenditures in excess of those budgeted shall be made without the approval of not less than two-thirds (2/3) of the Board Members to a revised and amended budget which may, from time to time, be submitted to the Board; and, WHEREAS, Article VI, paragraph 6.5 of the Administrative Code of the Agency adopted on January 10, 1991, requires that all expenditures for travel, conference and business-related activities, and reimbursement of Board Members and Agency employees for such expenditures, be governed by the Board adopted Travel and Expense Policy;

NOW, THEREFORE the Board of the San Joaquin Hills Transportation Corridor Agency does resolve, declare, determine and order as follows:

1. Approve the annual budget for Fiscal Year 2018 (FY18) in the amount of

$138,853,369. The approval includes Administration, Planning, Environmental and Construction, Toll Operations, Debt expenses, the proposed staffing plan as described in the budget, and projected Revenues, including without limitation the adoption of the “proposed” toll rates, fees, and fines, as presented in the FY18 Annual Budget report.

2. Authorize the Chief Executive Officer to reallocate within budget categories

as long as the budget for the following categories does not exceed the amount stated:

· Administration $9,636,017 · Planning, Environmental and Construction $5,937,126 · Toll Operations $15,756,805 · Debt Service $107,523,421

and subject to controls in place under the 1997 and 2014 Indentures of Trust,

the Board approved Contracts and Procurement Manual, Investment Policy, Staffing and Compensation Plan, and finally the Agency’s enabling legislation.

3. Resolve to carry forward the project description from the current 2017 Federal

Transportation Improvement Program (FTIP) and 2016 Regional Transportation Plan/Sustainable Communities Strategy, and to include the updated schedule and project budget approved by this resolution in subsequent RTIP and RTP updates, for the Southern California Association of Governments (SCAG) region.

4. Direct the staff to forward the approved Annual Budget for FY18 to the

trustee.

This Resolution No. S2017-02, shall become effective immediately upon adoption. Adopted this 8th day of June, 2017, by the Board of Directors of the San Joaquin Hills Transportation Corridor Agency. Ross Chun, Chair San Joaquin Hills Transportation Corridor Agency



APPROVING THE BUDGET FOR FISCAL YEAR 2018 ATTEST: I,__________________, Secretary/Clerk of the Board of the San Joaquin Hills Transportation Corridor Agency hereby certify that the foregoing Resolution No. S2017-02 was duly adopted on June 8, 2017, by the Board of Directors of the San Joaquin Hills Transportation Corridor Agency by the following vote: Yes: No: Absent: Abstain:

Martha Ochoa Secretary/Clerk of the Board San Joaquin Hills Transportation Corridor Agency

COMMITTEE TRANSMITTAL DATE: June 8, 2017 TO: Members of Board of Directors FROM: Amy Potter, Chief Financial Officer SUBJECT: Foothill/Eastern Transportation Corridor Agency Fiscal Year 2018 Annual

Budget

Joint Operations & Finance Committee Meeting - May 26, 2017 Present: Ed Sachs (Chair), Christina Shea (Vice-Chair), Lisa Bartlett, Peggy Huang,

Joseph L. Muller, Charles Puckett, Scott Voigts Absent: Tony Beall, Denis Bilodeau, Brian Maryott, Jose F. Moreno, Mark Murphy,

Todd Spitzer, Sal Tinajero, Kathy Ward Committee Discussion The fiscal year 2018 annual budget was presented in detail at the Budget Workshop on April 19, 2017. At the Joint Operations & Finance Committee Meeting, Chief Financial Officer Amy Potter presented an overview of the fiscal year 2018 annual budget including the fiscal year 2018 initiatives, toll rate recommendation, sources and expenditures, debt service coverage ratios, unrestricted cash, reserves, and the following staff recommendation: Approve Resolution No. F2017-02 entitled “A Resolution of the Board of Directors of the Foothill/Eastern Transportation Corridor Agency Approving the Budget for Fiscal Year 2018” in the amount of $221,444,437. Recommendation: Staff is seeking Committee approval to present this item for consideration by the Board of Directors at the June 8, 2017 Board meeting. At the request of the Chair, this item was moved to be presented for consideration by the Board at the June 8, 2017 meeting.

2018

Foothill/Eastern

Transportation Corridor Agency

Fiscal Year Proposed Budget

1

Foothill/Eastern Transportation Corridor Agency

Budget Process and Format


2

Table of Contents Budget Process and Format .................................................................................................... 3

Budget Process .........................................................................................................3 Budget Format .........................................................................................................4

Sources and Expenditures ..................................................................................................... 7

Sources and Expenditures ........................................................................................7 Sources Summary ..................................................................................................10 Expenditures Summary ..........................................................................................17 Expenditures Detail ................................................................................................21

3

Budget Process The Foothill/Eastern Transportation Corridor Agency’s (F/ETCA) Board of Directors and the Master Indentures of Trust (Indentures), established in the context of the Agency’s 2013 and 2015 bond issuances, provide the financial parameters for the Agency in the development of the budget. The Indentures provide the scheduled future debt service payments and the required debt service coverage ratios that must be obtained each fiscal year and establish financial constraints, which may impact the Agency’s ability to undertake additional projects. At the beginning of the process, the executive team set the objectives for FY18 while considering both near-term and long-term Agency goals and direction from the Board of Directors. Department managers reviewed the status of projects for the current year and developed project initiatives for the next fiscal year with the Agency’s goals and objectives in mind:

(1) Support the Capital Improvement Plan (CIP) (2) Provide enhancements to Customer Service (3) Increase revenues to demonstrate the Agency’s ability to meet future coverage

and debt service requirements (4) Build cash reserves to protect against economic downturns, allow for future pay-

as-you-go CIP financing, and preserve the flexibility for early debt repayment (5) Support the credit ratings upgrade strategy and meet investor expectations

The finance staff worked jointly with each department to compile budget expenditure requests. The project initiatives and budget requests were then reviewed by executive management. The Agency’s traffic and revenue consultant attended the March Board meeting and presented an overview of the Agency’s toll revenue history, toll rate elasticity, and how current economic trends may affect toll transactions. The proposed annual budget was presented to the F/ETCA Board of Directors at a workshop on April 19, 2017, to obtain direction and feedback. The workshop included a review of toll rates, revenues, and expenditures. Questions received during the workshop were then addressed, and the annual budget is now being presented to the Board of Directors for adoption at the June 8, 2017 Board meeting for the fiscal year starting July 1, 2017. Approval of the budget requires the consent of at least two-thirds of the Board Members. Expenditures during the year must be made in accordance with the Agency’s policies. Expenditures in excess of the total of each budget category, as defined in the budget resolution, cannot be made without the approval of a budget resolution by at least two-thirds of the Board Members. The Agency is required to file copies of the annual budget with the trustee on or before the 20th day of July each fiscal year in accordance with the Indentures. All budgets are developed on a basis consistent with Generally Accepted Accounting Principles. The Chief Executive Officer (CEO) has the authority to make budget transfers within each of the following six categories as long as the total budget amount per category is maintained and the expenditures are made within Board approved policies:

· Administration · SR 241 (excluding related administration) · Capital Improvement Plan · Other Planning, Environmental and Construction · Toll Operations

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· Debt Service Transfers within each category are subject to the controls in place under the Indentures, the contracts and procurement manual, the investment policy, the staffing and compensation plan, and enabling legislation. Transfers within a category are often made for accounting purposes and given the budget includes estimates, transfers within a category allow department managers to manage within their department thereby reducing the need in many cases to amend the budget if procured costs do not match the original estimates. Transfers within each budget category are reported to the Board of Directors on a quarterly basis. Transfers between categories require the Board of Directors’ approval. These budget categories are presented on page 22 along with detail subcategories. Budget categories and subcategories are discussed in the Expenditures Summary section beginning on page 17. All budget appropriations lapse at year-end and any amounts not accrued at each year-end must be re-appropriated in the next fiscal year. Budget Format The FY18 proposed Expenditures budget for the F/ETCA totals $221.4 million. The Agency has one enterprise fund that records all activity on the accrual basis of accounting. The Agency establishes a budget for this one fund including Planning, Environmental and Construction, Toll Operating Expenses and Equipment (Toll Operations), and Debt Service. Expenses directly related to the F/ETCA are charged entirely to the Agency and those incurred on behalf of both the Agency and the San Joaquin Hills Transportation Corridor Agency (SJHTCA) are allocated between the F/ETCA and SJHTCA (the Agencies) based on the estimated benefit to each. As part of the annual budget process, allocations between the Agencies are reviewed. Within each Agency, for funding purposes and calculation of debt coverage, costs are further allocated between Planning, Environmental and Construction, and Toll Operations, based on the estimated benefit to each activity. The following discussion presents a broad description of the type of activities included in the three budget fund categories. These three fund categories are represented as separate columns on page 22 to illustrate how each budget category and subcategory is allocated between the budget fund categories. A more detailed discussion of the expenditures proposed for FY18 is included in the Sources and Expenditures section of this document beginning on page 7. Planning, Environmental, and Construction Expenses (budget fund category) The proposed FY18 Planning, Environmental, and Construction budget is $83.5 million. The budget for Planning, Environmental and Construction includes capital improvement plan projects, ongoing environmental mitigation and other environmental services, such as demographic and regional transportation studies, and all non-operating administration costs. These expenses are recorded in the Agency’s financial statements as an addition to construction in progress, when appropriate, until the roads are transferred to Caltrans, as required. It is at the point of transfer to Caltrans that the costs of the project are then expensed on the financial statements as a contribution to Caltrans. To date, 36 miles of the F/ETCA toll system have been transferred to Caltrans. The costs associated with such projects are budgeted in the year the disbursement is made, not when the project is transferred to Caltrans.

5

Planning, Environmental and Construction Administration costs are defined as office, personnel, legal, consulting, and other customary and normal expenditures associated with the direct management and administration of the Agency’s planning, environmental and construction related activities, including the development impact fee program, and are allocated as discussed above. The primary sources of funds for Planning, Environmental and Construction Expenses are unrestricted cash on hand from previous years’ development impact fee collections and surplus revenues. Surplus revenues are toll, fee and penalty revenues in excess of amounts needed for operating expenses, debt service payments and funding the indenture required reserves in the year the revenue is collected. The debt service reserve fund requirements totaling $220.8 million have been fully met. Surplus revenues are not under bond Indenture requirements (see description of bonds in the Debt Service section on the following page) and may be spent at the Board of Directors’ discretion for any lawful purpose. Each year, $5.0 million of development impact fees received by the Agency is available to fund expenditures or increase the unrestricted cash fund; the balance of development impact fees collected during the year are also made available for the same purpose if they are not needed to fund debt service payments. In addition, funding for these expenses is available from the restricted construction funds obtained during the bond refunding completed in February 2015. Other sources of funds for these activities include investment earnings and grant funds awarded to the Agency. See tables on page 33 for detail of unrestricted cash and the restricted construction funds. Toll Operations (budget fund category) The Toll Operations budget includes funding for the toll operations activities including operating administration costs. The proposed FY18 Toll Operations budget is $25.1 million. The primary sources of funds available for Toll Operations are toll revenues, penalties, fees, and interest earnings from certain accounts specified within the Indentures. Unrestricted cash as described above is also available for funding operations equipment and capital purchases. Amounts allocated to Toll Operations are costs associated with maintaining and operating the toll equipment, software, and systems as well as the customer service centers, toll collection processing, and all other related operating expenses. The major costs budgeted for Toll Operations’ activities include the contract costs associated with the operation and maintenance of the Agency’s toll systems lane hardware and software; and customer service and toll compliance services which include the operation of the customer service center and toll processing, review and processing of vehicle plate images, and violation collection processing services. Also included in Toll Operations are toll equipment purchases such as transponders, system software, in-lane toll and violation processing equipment, and project development costs. In addition, a portion of Agency administration costs allocated to operation activities such as insurance, salaries and benefits, consulting, legal, office expense and marketing are included in this fund category. Debt Service (budget fund category) Debt Service includes annual principal and semi-annual accrued interest payments related to long-term debt. A portion of the outstanding bonds are capital appreciation bonds and convertible capital appreciation bonds, which are structured so that the principal amount

6

accretes (increases) each year at the stated interest rate. Accretion can be simply described as deferred interest that is added to the bonds’ principal balance and is recorded as interest expense and an increase to debt on the financial statements. Debt accretion has been excluded from the budget because it is a non-cash item and is reflected in the budget as part of the principal payments in the years scheduled to be paid. The proposed FY18 budget for Debt Service is $112.8 million. In 1995, the Agency issued long-term toll revenue bonds to finance construction of the Foothill/Eastern Transportation Corridors (State Routes 241, 261 and 133). The bonds were initially refinanced in 1999 and ultimately refinanced in 2013 (with a smaller final portion of the 1995 bonds refinanced in 2015). The 2013 transaction refinanced the debt to 2053, placed the Agency in a solid financial position, significantly improved the Agency’s debt metrics and achieved the following:

· Positioned the Agency for future credit upgrades · Provided for inflationary toll rate increases (small annual adjustments rather than

infrequent larger lump sum adjustments) · Created increased margin to build cash reserves to support the Capital

Improvement Plan, withstand future economic downturns and allow for potential early debt repayment in the future

Debt Service, which is primarily funded from toll revenues, grows at an average of 3.75% per year until it reaches maximum annual debt service of $227 million in FY 2039. Per the Indentures, the Agency’s Adjusted Net Toll Revenue (toll related revenues plus interest income on certain accounts, less operating expenses) must be at least 115% of the current year’s aggregate debt payments (all debt service scheduled for the fiscal year) and at least 130% of the current year’s senior lien debt payments. This is often referred to as 1.15x and 1.30x debt service coverage, respectively. When compiling the operations budget, the Agency staff ensures that the revenues and expenses budgeted provide the necessary coverage ratio as defined in the Indentures. The FY18 Proposed Budget results in an aggregate coverage ratio of 1.43x and a senior lien coverage ratio of 1.62x. A schedule showing the calculation is included on page 32 of this document.

7


Sources

and

Expenditures


8

Sources and Expenditures The Sources and Expenditures of Funds Statement summarizes the Agency’s projected total sources and expenditures for the year ending June 30, 2018. Total sources include revenues budgeted in FY18 as well as cash on hand from development impact fees and surplus revenues collected and available to the Agency from previous years, and amounts in the debt service accounts. Below is a summary of total funds on hand and the amount of these funds available to fund the FY18 budget as well as future budgets (in thousands).

Estimated Total Funds on Hand at 6/30/17 592,267$ July Activity Related to FY17 (63,785)

Adjusted Estimated Total Funds on Hand at 6/30/17 528,482 Less Operating Reserves (16,936) Less Debt Service Reserves (220,762)

290,784$

Cash Restricted For Debt Service 3,912$ All Other Cash Available to Fund Current and Future Budgets 286,872

Estimated Cash Available to Fund Current and Future Budgets 290,784$

Estimated Cash Available, excluding Reserves, to Fund Current and Future Budgets

Total expenditures include all FY18 budgeted expenses requiring a cash outlay. The Sources and Expenditures of Funds Statement on the following page shows sources less cash expenditures to arrive at cash available to fund subsequent budgets. The following statement includes the approved FY17 budget, as amended, including transfers within the CEO’s authority, staff projected FY17 sources and expenditures based on actuals through March 2017 and the proposed budget for FY18.

9

FY 2017Amended Budget FY 2017 FY 2018

As of 3/31/17 Estimated Actuals Proposed BudgetSources:

Net Toll Revenue 139,664 143,697 149,923 Penalties 19,200 18,109 18,100 Fees 10,387 10,614 10,800 Development Impact Fees 19,000 15,532 15,000 Interest Earnings 3,756 5,713 6,509 Other Revenue 605 620 605 Cash on Hand Restricted For Debt Service 11,146 11,146 3,912 All Other Cash Available to Fund Current and Future Budgets 251,540 251,540 286,872

Total Sources of Funds 455,298 456,971 491,721

Expenditures:Planning, Environmental and Construction 53,720 23,400 73,451 Planning, Environmental and Construction Administration 9,312 8,505 10,079 Toll Operating Administration 8,343 7,771 8,607 Toll Customer Service and Toll Compliance 10,097 9,144 10,271 Toll Systems 2,033 1,920 2,008 Toll Facilities 762 761 879 Operations Equipment 1,992 1,916 3,379 Debt Service 112,770 112,770 112,770

Total Expenditures 199,029 166,187 221,444

Projected Cash Available to Fund Subsequent Budgets 256,269 290,784 270,277 Less Restricted Cash For Future Debt Service 3,912 3,912 561

Projected Available Cash 252,357 286,872 269,716

Foothill/Eastern Transportation Corridor AgencySources and Expenditures of Funds Statement

Fiscal Years 2017 through 2018($000)

Description

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Sources Summary With the growth of Southern California’s economy, FY17 transactions and transactional toll revenue are expected to be up approximately 5.0% and 7.4%, respectively, over FY16. The 2013 bond refinance transaction greatly improved debt service coverage margins and the ability to withstand future economic downturns. Regardless, it will be important to continue to take measures ensuring that revenue growth continues in FY18 to meet the Agency’s goals. The Agency has also used customer incentives and promotions to maintain and build transactions and revenues. Given the purpose of promotions is to increase revenue, tolls used as incentives for promotions will be recorded as an offset to revenue in accordance with accounting principles and the Indentures. In FY18, marketing incentive programs will continue to be implemented to convert customers who pay online with One-Time-Toll to FasTrak or ExpressAccounts. In addition, paid advertising will continue to emphasize increased awareness of the Toll Roads value proposition. Staff works with the Agency’s traffic and revenue consultant, Stantec Consulting Services Incorporated (Stantec) to review the effect of prior year toll rates and prepare an analysis for the upcoming year. During the April 2017 budget workshop, staff discussed the analysis with the Board and recommended toll rates based on the results of prior year increases and toll elasticity, assumptions included in the bond finance documents, building cash reserves, and economic factors. The FY18 budget for sources of funds is based on the traffic and revenue consultant’s toll rate analysis and feedback received from the Board of Directors during the budget workshop (see Net Toll Revenue section below). At the beginning of FY18, the Agency expects to have total cash adjusted for accrual items of $528.5 million. The expected adjusted cash balance includes debt service reserve and operating reserve funds of $237.7 million and $290.8 million of cash on-hand available to fund the current and future years’ budgets. These available funds are primarily from development impact fees, surplus revenues, and interest earnings. During FY18, Net Toll Revenue, Penalties, Fees, Development Impact Fees, Interest Earnings, and Other Revenue are budgeted at $200.9 million. Below are brief explanations of each of these funding sources. Net Toll Revenue The FY18 budget assumes transactional toll revenue of $159.7 million which represents a 4.8% increase over projected FY17 transactional toll revenue. The budget for FY18 Net Toll Revenue of $149.9 million, or 74.6% of total revenue, is a combination of the Agency’s estimate of transactional toll revenue reduced by estimated processable and unprocessable transactions (offset by toll revenue recovered from processed violations), and non-revenue transactions. As a result of the conversion to All Electronic Tolling (AET) and the resulting shift in payment patterns, including some patrons who may have previously paid with cash but are now initially identified instead as processable violation transactions, toll revenue recovered during the violation process is appropriately classified as Net Toll Revenue. The Agency currently waives the penalty for first time violators if the toll is paid within 30 days. Unprocessable violations (primarily vehicles with no license plates) and non-revenue transactions (primarily California Highway Patrol, Caltrans, and Agency vehicles used on

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the road for operations and maintenance) are expected to occur at a rate of 4.3% of transactional toll revenue or $6.8 million in FY18. Processable transactions offset by toll revenue recovered from processed violations is budgeted at $3.0 million or 1.9% of transactional toll revenue in FY18. The proposed 4.8% transactional toll revenue increase is achieved by implementing a 2.0% non-FasTrak rate increase. The FasTrak rates increase at amounts that maintain the $1.00 discount from the non-FasTrak rates. The proposed toll rates are expected to result in transaction growth of 2.8% based on the Stantec analysis. The growth rate assumes continued economic improvement and an increase in traffic congestion on routes parallel to the toll roads thereby increasing the value of time savings obtained by choosing the toll road option. The table on the following page shows the FY17 current toll rates and the proposed FY18 toll rates by location, split between non-FasTrak and FasTrak, and peak/off-peak if applicable. In summary, FasTrak and non-FasTrak rates increase by $0.03 to $0.08 per tolling location.

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CurrentLocation Time/Type Rates Rate Change

Tomato Springs** Non-FasTrak Off-Peak 3.45$ 3.52$ 0.07$ FasTrak Off-Peak 2.45$ 2.52$ 0.07$ Non-FasTrak Peak* 3.70$ 3.77$ 0.07$ FasTrak Peak 2.70$ 2.77$ 0.07$

Portola North Non-FasTrak Off-Peak 2.49$ 2.54$ 0.05$ FasTrak Off-Peak 1.49$ 1.54$ 0.05$ Non-FasTrak Peak* 2.92$ 2.98$ 0.06$ FasTrak Peak 1.92$ 1.98$ 0.06$

Alton Non-FasTrak* 2.49$ 2.54$ 0.05$ FasTrak 1.49$ 1.54$ 0.05$

Portola South Non-FasTrak* 1.68$ 1.71$ 0.03$ FasTrak 0.68$ 0.71$ 0.03$

Los Alisos Non-FasTrak* 1.58$ 1.61$ 0.03$ FasTrak 0.58$ 0.61$ 0.03$

Antonio Non-FasTrak* 1.68$ 1.71$ 0.03$ FasTrak 0.68$ 0.71$ 0.03$

Oso Non-FasTrak* 2.39$ 2.44$ 0.05$ FasTrak 1.39$ 1.44$ 0.05$

Windy Ridge** Non-FasTrak Off-Peak 3.60$ 3.67$ 0.07$ FasTrak Off-Peak 2.60$ 2.67$ 0.07$ Non-FasTrak Peak* 3.87$ 3.95$ 0.08$ FasTrak Peak 2.87$ 2.95$ 0.08$

Orange Grove** Non-FasTrak Off-Peak 2.80$ 2.86$ 0.06$ FasTrak Off-Peak 1.80$ 1.86$ 0.06$ Non-FasTrak Peak* 3.07$ 3.13$ 0.06$ FasTrak Peak 2.07$ 2.13$ 0.06$

Irvine Ranch** Non-FasTrak Off-Peak 2.49$ 2.54$ 0.05$ FasTrak Off-Peak 1.49$ 1.54$ 0.05$ Non-FasTrak Peak* 2.92$ 2.98$ 0.06$ FasTrak Peak 1.92$ 1.98$ 0.06$

Portola (West) Non-FasTrak* 2.49$ 2.54$ 0.05$ FasTrak 1.49$ 1.54$ 0.05$

Irvine Blvd. (East) Non-FasTrak* 1.96$ 2.00$ 0.04$ FasTrak 0.96$ 1.00$ 0.04$

Irvine Blvd. (West) Non-FasTrak* 1.96$ 2.00$ 0.04$ FasTrak 0.96$ 1.00$ 0.04$

Irvine Blvd. (West) Non-FasTrak* 2.49$ 2.54$ 0.05$ NB On FasTrak 1.49$ 1.54$ 0.05$ Portola (West) Non-FasTrak* 2.49$ 2.54$ 0.05$ SB On FasTrak 1.49$ 1.54$ 0.05$

* One Time Toll (OTT) rate** 3-4 Axle Vehicles 2 Times Rate 5+ Axle Vehicles 4 Times Rate

Proposed 2% Increase

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The Agency estimates that it will receive a total of $143.7 million in Net Toll Revenue in FY17. This consists of $152.4 million of transactional toll revenue reduced by estimated processable and unprocessable transactions of $14.9 million offset by toll revenue collected from processed violations of $6.2 million. Penalties Penalties revenue is budgeted for FY18 at $18.1 million, representing 9.0% of total revenues and consists of violation penalties related to toll violations. The intent of violation penalties is to act as a deterrent and ensure collection of toll revenues. Penalties revenue is recorded as collected. As mentioned in the Net Toll Revenue section above, the toll related to a violation is properly classified in Net Toll Revenue. The Agency continues its efforts in signing patrons up for accounts and informing infrequent users of the available payment options in order to avoid handling through the violation process. The Agency also implemented agreements with major rental car companies in April 2016 which have proved successful in reducing violations. The Agency will continue initiatives in FY18 to attempt to address violations, such as signage, and providing materials to support communication to the community at large and visitors. Penalties revenue for FY17 is estimated to be $18.1 million. The FY18 Penalties budget is conservative with consideration given to the current trends in collections, the estimated transactions for FY18, the current processable transactions rate at 6.0% of traffic, the existing policy of $57.50 on the first notice of violation and $42.50 on delinquency notice, and the Agency’s policy of waiving penalties for first-time violators. Fees Fees are budgeted for FY18 at $10.8 million, representing 5.4% of total revenues. Fees revenue consists of $8.0 million for account maintenance fees from FasTrak accountholders, and $2.8 million of other miscellaneous fees related to operations (i.e., invoice fees, suspended account and returned check fees, lost, stolen or damaged transponder fees, and fees related to programs with San Francisco Airport and rental car agencies). Fees revenue for FY17 is estimated to be $10.6 million. The FY18 budget for account maintenance fees is based on the Agency’s current policy in which a fee of $2.00 per transponder is charged to FasTrak accountholders in each month where monthly tolls incurred on F/ETCA or SJHTCA facilities are less than the threshold of $25 per transponder. When an account has multiple transponders, the aggregate tolls incurred by an account are considered when determining whether any account maintenance fees are charged. During FY18 the Agencies will transition to providing all accountholders with electronic account activity statements versus mailed statements. If an accountholder would like to continue to receive mailed statements, the statements will be provided monthly for a fee of $1.00 per statement. Development Impact Fees The Agency adopted a Development Impact Fee Program in 1986. The fee program is based on the general principle that development within the “area of benefit” of the corridor will benefit from the construction of the corridor. Development Impact Fees (DIF) are assessed on new residential and non-residential (commercial, industrial, etc.)

14

development. Development Impact Fees for FY17 are expected to approximate $15.5 million. The Agency is estimating Development Impact Fees to be $15.0 million for FY18, representing 7.5% of total revenues, based upon recent trends and development. The following chart is provided to illustrate the historical trend of Development Impact Fees collected.

$-

$5,000

$10,000

$15,000

$20,000

$25,000

$30,000

09 10 11 12 13 14 15 16 *17 *18

Am

ount

($0

00's

)

Foothill/Eastern Transportation Corridor AgencyDevelopment Impact Fees

Ten Year Trend

Fiscal Year*Estimate

Interest Earnings Interest Earnings represent earnings on funds held in trust for bondholders, funds held for operations and funds held in custody accounts at the trustee for the Agency. Budgeted Interest Earnings are based upon the existing investment portfolio. Total Interest Earnings budgeted for FY18 of $6.5 million represent approximately 3.2% of total revenues. Interest Earnings for FY17 are estimated to be $5.7 million. Other Revenue Other Revenue of $0.6 million represents 0.3% of total revenues and is for rental income of office space leased to SJHTCA in the Pacifica building owned by F/ETCA. Estimated FY17 Other Revenue of $0.6 million includes rental income and miscellaneous receipts.

15

Revenue Pie Chart – FY17 Budget as compared to FY18 Budget The pie charts on the following page show a comparison of FY17 budgeted revenues to FY18 proposed budget revenues. Budgeted revenues increased $8.3 million to $200.9 million in FY18 from budgeted revenues of $192.6 million in FY17 due to an increase in Net Toll Revenue, Fees, and Interest Earnings, offset by decreases in Penalties and Development Impact Fees. Net Toll Revenue is expected to increase from $139.7 million budgeted in FY17 to $149.9 million in the FY18 budget as a result of current transaction and revenue trends and toll rate changes. Penalties are projected to be lower in FY18 by $1.1 million compared to the FY17 budget as a result of actual violation collections and current transaction and transactional toll revenue trends. See Penalties discussion on page 13 for more information. Fees are budgeted to increase in FY18 by $0.4 million compared to the FY17 budget. FY18 budgeted Development Impact Fees have decreased by $4.0 million from the FY17 budget to $15.0 million based on recent collection trends and development. Interest Earnings are expected to increase by approximately $2.8 million primarily resulting from working with the Agency’s investment advisor to implement an active management strategy which has allowed the Agency to take advantage of the Federal Open Market Committee increasing the Fed funds interest rate.

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Fees 5.4% $10.4M

DIF 9.9% $19.0M

Interest 2.0% $3.7M

Other 0.3% $0.6M


Total FY17 Budget Revenue $192.6M

FY 2017 Revenue Budget



Fees 5.4% $10.8M

DIF 7.5% $15.0M

Interest 3.2% $6.5M

Other 0.3% $0.6M

FY 2018 RevenueProposed Budget

Total FY18 Budget Revenue $200.9M

Expenditures Summary

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In response to the economic downturn in the recent past, the Agency worked diligently to significantly decrease operating expenses and reduce headcount, while continuing to provide quality customer service and ensuring that equipment, systems, and facilities remained in a good state of repair. This provided for a lower base to absorb inflationary growth. As a result of the improving economy and a steady return of revenues to levels recorded prior to the economic downturn in FY08, the Agency prepared the FY18 expense recommendation considering the cost impact of increasing transactions and revenues. In addition, the budget includes proposed inflationary increases in major operating contracts, operations initiatives, capital projects costs, and staffing to manage the growth in operations and capital project initiatives. Detail of expenditures can be found on pages 21-31. The FY18 proposed budget for expenses was developed with the Agency’s continued commitment to fiscal responsibility and overarching goals. The proposed budget for FY18 includes total expenditures of $221.4 million. The following are brief explanations of the various expenditures. Planning, Environmental and Construction (Excluding Administration) This category mainly consists of costs associated with the Agency’s current Capital Improvement Plan including the 241/91 Express Connector, South County Mobility Improvement, the Oso Bridge and Gap Closure, Los Patrones Parkway Coordination, Toll Booth Removal, and Signage projects. The proposed budget for Planning, Environmental and Construction is $73.4 million for FY18, or approximately 33.1% of the total budget. The funding for these expenses is the cash on hand from previous development impact fee collections and Agency directed surplus revenues. The Planning, Environmental and Construction projected actuals for FY17 total $23.4 million. The increase of $50.0 million in the FY18 budget is primarily related to the progress in the projects listed above. Administration The total proposed budget for Administration expenses is $18.7 million for FY18, or approximately 8.4% of the total proposed budget. The Administration category includes all employee compensation (3.1% of the total budget) as well as overhead-type expenses, such as insurance, legal, office expenses, administrative consulting services, marketing, building services, and travel expenses. These costs are budgeted in total but are allocated between the two primary activities of the Agency: Planning, Environmental and Construction and Toll Operations. The allocation of costs between the two types of activities is necessary in determining the appropriate funding source as well as for the calculation of debt service coverage per the Indentures. The resulting allocation can be seen in the columns for each activity on page 22 of this document. Projected Administration expenses for FY17 total $16.3 million. The increase in the FY18 proposed budget from the FY17 projected actuals is primarily due to financial, legal, and community outreach services related to the 241/91 Express Connector project, outreach and legal services related to South County Mobility Improvement, consulting

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for the Agency’s Business Intelligence project, Customer Service Center Modernization, and the System-Wide Traffic Optimization Study. Toll Operations (Excluding Administration) Toll Operations include toll system costs associated with maintaining the Agency’s system lane hardware and software currently under contract with TransCore LP, customer service center and violation processing management and staff currently under contract with Faneuil, Inc., customer service system maintenance and toll processing under contract with BRiC-TPS LLP, and image based transaction processing currently under contract with Global Agility, Inc. Also included in this category are toll facilities costs for maintaining the Agency’s buildings utilized in the operation of the road, and toll equipment such as transponders and server replacements. The proposed FY18 budget for these expenses is $16.5 million or 7.5% of the total budget. Toll Operations, excluding Administration, is projected to total $13.7 million in FY17. The FY18 budget is $2.8 million higher than projected FY17 actuals primarily due to increases in labor for improved customer service and other customer service and compliance costs directly related to revenues, consultant support for the Customer Service Center Back Office System Replacement Project, scheduled Consumer Price Index adjustments for the system lane hardware and software maintenance contracts, and an increase in transponder purchases. Debt Service The Debt Service category includes the annual principal and semi-annual interest payments to be made on all outstanding bonds. These payments for FY18 are budgeted at $112.8 million, or 50.9% of the total budget. Debt Service for FY17 will total $112.8 million. Future years’ Debt Service, which is primarily funded from toll revenues, grows at an average of 3.75% per year until it reaches maximum annual debt service of $227 million in FY 2039.

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Expenditures of Funds – FY17 Amended Budget as compared to FY18 Budget The pie charts on the following page show a comparison of the FY17 amended budget and the FY18 proposed budget by type of expense. The FY18 proposed budget of $221.4 million, as compared to the prior year’s amended budget of $199.0 million, shows an increase of $22.4 million or 11.3%. The net increase is primarily due to an increase in the Planning, Environmental and Construction budget for the Oso Bridge and Gap Closure, and Los Patrones Parkway Coordination projects. In addition, there is an increase in the Toll Operations budget for the Customer Service Center Back Office System Replacement Project. The Debt Service category includes the semi-annual interest and annual principal payments on the 2013 and 2015 outstanding bonds. In FY18, only semi-annual interest payments on the 2013 bonds are scheduled to be paid. These payments are budgeted at $112.8 million for FY18 and FY17.

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Plan, Env & Constr 27.0%

$53.7M

Admin 8.9% $17.6M




Operations Equip 1.0% $2.0M



FY2017 ExpendituresAmended Budget

Total FY17 Total Expenditures $199.0M


Admin 8.4% $18.7M




Operations Equip 1.5% $3.4M


FY 2018 ExpendituresProposed Budget

Total FY18 Total Expenditures $221.4M

21

Expenditures Detail The schedule on the following page details the budget as summarized on pages 23-31 into more specific categories (budget subcategories). Many of the Administration subcategories are allocated between Planning, Environmental and Construction and Toll Operations expenses.

22

Plan, Environ Toll Operations DebtBudget Category and Subcategory & Construction Exp & Equip Service Total

Administration:Regular Salaries 2,296 2,592 - 4,888 Internship Program 29 33 - 62 Board Compensation 44 53 - 97 Benefits 899 996 - 1,895 Employer Taxes 39 46 - 85 Insurance 191 874 - 1,065 Legal Expense 466 552 - 1,018 Telephone/Comm 40 61 - 101 Office Expense 130 249 - 379 Educ, Seminar, Membership, Mtgs 97 161 - 258 Consulting and Other Services 450 958 - 1,408 Marketing - 828 - 828 Publications & Subscriptions 3 4 - 7 Rents & Leases 21 25 - 46 Building Services 240 282 - 522 Transportation & Travel 125 117 - 242 Office Equipment 28 41 - 69 Pacifica Fixed Assets 200 735 - 935

Subtotal Administration 5,298 8,607 - 13,905 241/91 Connector Administration:

Administration 262 - - 262 Legal 170 - - 170 Subtotal 241/91 Connector Admin 432 - - 432

SR 241 Administration:Administration 3,419 - - 3,419 Legal 930 - - 930 Subtotal 241 SR Admin 4,349 - - 4,349

Total Administration 10,079 8,607 - 18,686 Planning, Environmental and Construction:

SR 241:South County Mobility Improvement 28,012 - - 28,012 Oso Bridge & Los Patrones Pkwy Coordination 25,164 - - 25,164 Total SR 241 53,176 - - 53,176

Capital Improvement Plan (CIP):Wildlife Safety Fencing Monitoring 51 - - 51 241/91 Express Connector 12,969 - - 12,969 Toll Booth Removal 1,110 - - 1,110 Signage 2,885 - - 2,885 241 Widening-133 to Chapman (Loma Segment) 3 - - 3 Trabuco Road Interchange Coordination 160 - - 160 Jeffrey Road Interchange Study 690 - - 690 Total Capital Improvement Plan 17,868 - - 17,868

Other Planning, Environmental and Construction:Environmental 591 - - 591 Design Program Mgmt 920 - - 920 Design Special Studies & Other 600 - - 600 ROW Acquisitions, Appraisals & Other 296 - - 296 Total Other Planning, Environ and Constr 2,407 - - 2,407

Total Planning, Environmental and Construction 73,451 - - 73,451 Toll Operations:

Customer Service & Toll Compliance - 10,271 - 10,271 Toll Systems - 2,008 - 2,008 Toll Facilities - 879 - 879

Subtotal Toll Operations - 13,158 - 13,158 Operations Equipment:

Transponder Equipment - 1,938 - 1,938 Toll Equipment and Capital Expenditures - 1,441 - 1,441 Total Equipment - 3,379 - 3,379

Total Toll Operations - 16,537 - 16,537 Debt Service - - 112,770 112,770 Total Expenditures 83,530 25,144 112,770 221,444

Foothill/Eastern Transportation Corridor AgenciesFiscal Year 2018 Proposed Budget

($000)Budget Fund Categories

23

Staffing The policies of the Transportation Corridor Agencies (TCA) require approval by the Boards of Directors for all new salary grade classifications, changes to the staffing plan (number of approved positions), and the total compensation budget. Compensation and staffing programs are then administered by the CEO under the approved budget. During the budget process each year, the CEO recommends changes to the existing programs for the upcoming fiscal year. The recommended staffing plan for FY18 is 68 funded positions and is allocated 62% to this Agency and 38% to SJHTCA. The FY18 budget includes one reclassification, five positions eliminated from the customer service walk-in center due to outsourcing, one eliminated Toll Facilities position, and two headcount additions to support human resources and environmental project initiatives:

· Human Resources Generalist · Environmental Analyst

The following chart shows the change in funded headcount from 2007 through 2017 and the projected 2018 headcount on a combined Agency basis (F/ETCA and SJHTCA). The decrease in FY15 was due to the end of cash toll collections.

65

70

75

80

85

90

95

FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18Proposed

Combined AgencyFunded Headcount Trend

Headcount Funded

The functional area organization chart on the following page illustrates the duties and responsibilities for each executive’s division and the number of full time equivalent positions. In addition to the regular duties and responsibilities that are required to manage the Agencies, there are a number of project initiatives that staff work on each year to achieve Agency goals and objectives. Some of the longer-term projects have been included on the organization chart.

TCA Organizational Structure

24

Fiscal Year 2018

Chief Executive Officer 3 FTEs

Communications & Marketing

7.25 FTEs

F/ETCA Board

· Communications Strategy

· Marketing · Media Relations · Special Events · Website · Graphics · Presentations · Publications · E-newsletters · Issue

Management · Social Media · Customer

Communication Consistency

· Tourism & Visitor Outreach

· The Toll Roads Rewards Program

· Environmental Outreach

· 241/91 Express Connector Outreach

· Sponsorships

Finance, Contracts, HR

& Administration

31.5 FTEs

Toll Operations & IT

12 FTEs

Engineering & Facilities 7.5 FTEs

Environmental Planning 3.5 FTEs

· Long-Term Financial Planning & Bond Finance

· Financial Reporting and Cash Flow Management

· Accounting · Toll Operations

Accounting/ Reconciliation/ Auditing

· Annual Audit · Budgeting · Treasury · Finance · Debt Compliance · Investor Relations · Insurance/Risk

Management · Internal Audit · Development Impact

Fee Program · Administration · Human Resources · Recruiting · Benefits &

Compensation · Employee Relations · Training &

Development · Contracts &

Procurement · Legislative Financial

Support

Strategy & Public Affairs

3.5 FTEs

· Customer Interaction Management

· Call Centers · Walk-In Customer

Service Centers · Revenue Collection · Account

Management · Toll Compliance &

CHP Program · Toll System

Implementation & Operations

· Cyber Security & Corporate System Support

· Legislative Support · National Toll

Standards · Interoperability · Data Management

· SR 241/91 Express Connector



· Capital Improvement Plan

· Special Projects · Design · Engineering · Construction

Management · Real Property · Caltrans Interface · Facilities

Maintenance

SJHTCA Board

· SR241/91 Express Connector



· Habitat Stewardship · Environmental

Compliance · Regional

Transportation Plan Coordination

· Project Permitting · Intergovernmental

Project Review · Mitigation Land

Transfer · NCCP/HCP

Compliance · Wildlife Safety

Fencing · Open Space

Acquisition



· Develop, Implement & Execute the Strategic Plan & Initiatives

· Translate Strategic Priorities Into Comprehensive & Actionable Plans

· Build Relationships With Stakeholders & Partners at the Local, State & Federal Levels

· Educate & Garner Active Support for TCA

· Establish Open & Candid Communication With Supporters & Opponents

· Discuss Commonalities While Exploring a Wide Range of Solutions

· Develop Annual State & Federal Legislative Platforms

· Legislative Initiatives

25

Administration - Compensation (Regular Salaries and Benefits) The Agency employee compensation budget is $6.9 million. TCA salaries are reviewed each year through the annual performance review process. The Agency does not provide for any type of automatic step or Cost of Living Adjustment (COLA) increases.

Benefits include contributions to a cafeteria plan (medical, dental, and vision) and retirement plans. In general, budgeted benefits are determined by applying estimated rates for these plans to estimated headcount. If benefit rates come in lower than expected, the budget is not spent. FY18 benefits are 38.8% of salaries. The FY18 employer contributions to OCERS have been budgeted at 27.23% for legacy employees and 24.36% for employees hired on or after January 1, 2013, under the Public Employees’ Pension Reform Act – PEPRA. Each of these rates includes a component of 13.79% that represents payment of the Agencies’ unfunded actuarial accrued liability (UAAL). The Agency’s UAAL is estimated as of December 31, 2016 at approximately $7.3 million. The UAAL is amortized over 20 years. The Agencies monitor the UAAL and believe that it is manageable as it is paid each year as part of the employer contribution. In FY16, the Agency completed a detailed classification study of salary ranges through a consultant and FY17 salary ranges were adjusted based on the results of the study. For FY18, the staffing plan includes a 3% adjustment to salary ranges based on current public and private sector data. The recommendation to revise the Agency’s salary ranges does not in itself, result in any change to individual employee salaries. Employee salary adjustments are only based on merit increases and/or promotions. A 4.0% merit pool of $172,274 based on the current public and private sector data, with an emphasis on like organizations, has been included in the budget. The recommended merit pool will allow the Agency to remain competitive, reward employees for their performance, and help retain current employees. The annual review process includes: employee input on the employee’s perspective of accomplishments and future goals, supervisor review and evaluation of employee accomplishments and establishment of goals for the next year, executive team member review of all performance reviews for the department, human resources review of all employee performance reviews for consistency, and submittal of performance reviews to the CEO for approval. The performance reviews are rated based on employee performance and include the following rating categories: Exceptional, Exceeds Expectations, Meets Expectations, Needs Development, and Unsatisfactory. The merit increase will be assigned according to ratings category and is expected to range from 2.5% to 5%. A 3.0% non-base building performance incentive pool of $129,206 has been included in the budget and is linked to the FY18 Agency initiatives. This will allow the CEO to reward outstanding achievement on special projects and/or initiatives in accordance with the Agencies’ performance incentive award policy. TCA has contained costs through a net reduction in headcount (81 to 68) since FY11 and reduced benefits by shifting pension and health benefits costs to employees and reduction of accrued leave. Our philosophy and approach to contract out many of our services continues to keep our salaries/benefits lower and manageable. Administration - Insurance

26

Insurance expense is budgeted at $1.1 million, approximately 0.5% of the total budget. The major components of insurance include earthquake, property, general and excess liability, cyber, and workers’ compensation coverage as detailed in the annual Current Insurance Coverage Report which was provided at the February 2017 Board of Directors meeting. Policies are marketed and placed by the Agency’s insurance broker, Alliant Insurance Services, Inc., who provides all of the Agencies’ insurance procurement needs. All insurance is maintained in accordance with the requirements of the Indentures and as prudent business activities dictate. Administration - Legal Expenses Legal Expenses, excluding amounts related to the SR 241, are $1.0 million, approximately 0.5% of the total budget. Amounts in this category include, but are not limited to, general counsel representation, legislation, support for ongoing and potential litigation, legal consulting related to contract issues, financing, development impact fees, human resources, and claims litigation. Legal expenses are invoiced separately by individual matter, or type of legal issue, and are managed by the individual department managers who have requested the assistance. Composite rates for general counsel are $247 per hour. Negotiated blended rates related to complex contract issues and certain real estate issues are $300 per hour. In addition, litigation rates are billed at prevailing rates that vary between $325 and $840 per hour depending on the level of experience of the attorney involved, and state lobbyists bill at a rate of $445 per hour. Below is a breakdown of legal expenses by major category:

Contracts $ 276,000 Toll Operations 247,000 Financing 152,000 General/Other 150,000 Human Resources 108,000 Development Impact Fees 50,000 Environmental 30,000 Construction 5,000 Total $ 1,018,000

Administration - Consulting and Other Services The Consulting Services category is $1.4 million, which represents approximately 0.6% of the total budget and, as detailed below, includes service fees, maintenance and third party assistance contracts for both recurring needs and special projects, such as payroll processing, investment and financial advisory services, annual audit services, and the implementation and project management costs associated with the Business Intelligence project. It also includes a state and national interoperability consultant and testing support, printing and distribution of publications, federal and state advocacy, and community/public relations services.

Financial Consulting $ 468,000 Communications & 241/91 Express Connector Outreach 202,000 System-Wide Traffic Optimization Study 186,000

27

Strategic Planning 180,000 Business Intelligence Project Consulting 100,000 Other Consulting 83,000 Payroll & Personnel Services 82,000 Audit Services 57,000 Toll Operations Services 50,000 Total $ 1,408,000

Administration - Marketing Total expenditures for marketing and advertising are budgeted at $0.8 million, representing 0.4% of the total budget. This includes amounts paid for the Agency’s marketing consultant for creating and placing radio and digital advertising, designing and printing direct mail and account statement inserts; website design and programming services; and email communication to FasTrak and ExpressAccount holders including The Toll Roads Rewards program. These efforts are geared toward increasing account signups and toll road ridership. The following is the budget associated with these expenses:

Marketing Consultant $ 650,000 Analytics and Research 113,000 Website Development 50,000 Accountholder Email Communications 15,000 Total $ 828,000

Administration - Building Services Building Services is budgeted at $0.5 million, approximately 0.2% of the total budget. This category includes all operating costs associated with the Agency’s operations facility (Pacifica building) and the San Clemente Information Center including utilities, janitorial services, landscaping services, and maintenance and repairs as listed below:

Pacifica Utilities $ 335,000 Pacifica Building Maintenance Services 180,000 San Clemente Utilities & Building Maintenance Services 7,000 Total $ 522,000

Administration - Pacifica Fixed Assets The Pacifica Fixed Assets category is budgeted at $0.9 million, approximately 0.4% of the total budget. This category is related to equipment qualifying for capitalization and includes Customer Service Center Modernization, and Pacifica building carpet and wallcovering replacements. Planning, Environmental and Construction - SR 241 South County Mobility Improvement and Oso Bridge

28

The SR 241 Planning, Environmental and Construction costs (including related administrative costs) are budgeted at $57.5 million representing 26.0% of the proposed budget. The primary costs for this category are the outreach and planning efforts for South County Mobility Improvement, initiation of construction for the Oso Bridge and Gap Closure project, coordination with the County of Orange and Rancho Mission Viejo on the development of the Los Patrones Parkway project, pre-financing costs which include mitigation land acquisition, initiation of a new NEPA/CEQA environmental process, engineering work to support outreach efforts, legal, and advocacy consultants. Related administrative expenses consist of legislative services, strategy consultants, advancement of the community outreach and stakeholder process, development of finance plans for various alternatives, community relations, and advertising. These projects are outlined in the Capital Improvement Plan to be presented to the Board of Directors on June 8, 2017 and summarized below:

Construction $ 22,693,000 Engineering/Design Oversight 15,180,000 Environmental 14,483,000 Right of Way 820,000 Subtotal $ 53,176,000 Administrative and Legal Expenses 4,349,000 Total $ 57,525,000

Planning, Environmental and Construction - Capital Improvement Plan The Capital Improvement Plan, excluding South County Mobility Improvement, the Oso Bridge and Gap Closure project, and Los Patrones Parkway Coordination (including related administrative costs), is budgeted at $18.3 million and represents 8.3% of the total budget. This category is comprised of projects for the 133, 241 and 261 Toll Roads and includes annual funding for the projects, including program management, environmental, design, construction management, construction, and all other related costs. The four main CIP projects include the coordinated efforts with the Orange County Transportation Authority (OCTA), Riverside County Transportation Commission (RCTC), and Caltrans on a direct tolled connector from the SR 241 to the 91 Express Lanes, the Signage project, the Toll Booth Removal project, and the 241/Jeffrey Road Interchange Study. Related administrative expenses consist of financial and legal advisory services, community outreach consulting, and community relations. These projects are outlined in the Capital Improvement Plan to be presented to the Board of Directors on June 8, 2017 and summarized below:

241/91 Express Connector $ 12,969,000 Signage 2,885,000 Toll Booth Removal 1,110,000 241/Jeffrey Road Interchange Study 690,000 Trabuco Road Interchange Coordination 160,000 Wildlife Safety Fencing Monitoring 51,000 241 Widening-133 to Chapman (Loma Segment) 3,000 Subtotal $ 17,868,000 Administrative and Legal Expenses 432,000 Total $ 18,300,000

29

Planning, Environmental and Construction - Other Planning, Environmental and Construction Other Planning, Environmental and Construction costs are budgeted at $2.4 million, or 1.1% of the total budget. Expenditures budgeted mainly include design program management, traffic trend and capacity analyses, and continued monitoring and habitat management for nearly 1,800 acres of mitigation area required for the 133, 241 and 261 Toll Roads. Monitoring and habitat management includes the Limestone Canyon Mitigation Area, Live Oak Plaza, coordination with the Southern California Association of Governments, San Diego Association of Governments, and OCTA to ensure the Agency’s projects are described accurately in regional transportation plans.

Design Program Management $ 920,000 Traffic Trends/Capacity Analysis 600,000 Mitigation & Permits 415,000 ROW, Surveying & Title 296,000 Staff Assistance & Other Environmental 176,000 Total $ 2,407,000

Toll Operations - Toll Customer Service and Toll Compliance The Toll Customer Service and Toll Compliance category totals $10.3 million, approximately 4.6% of the total budget, and primarily includes funding for the service center operations and toll compliance activities comprised of customer service and violation processing staff and management costs for the customer service operator Faneuil, Inc., customer service system maintenance and toll processing costs for BRiC-TPS LLP, and image based transaction processing costs for Global Agility, Inc. Also included in this category are credit card processing fees assessed on all FasTrak, ExpressAccount, and violation credit card transactions, printing, postage, and mailing services, judgment recovery and collection costs, CHP violation enforcement, and telephone system expenses. Fees are included in this category for the Costco, AAA, and Albertsons FasTrak enrollment programs. The budget associated with these expenses is detailed below:

Credit Card Processing Fees $ 3,413,000 Customer Service Contract 3,339,000 Postage & Printing 1,579,000 Customer Service System Maintenance 1,104,000 Enforcement Services & Other 533,000 Other Customer Service 248,000 Projects 55,000 Total $ 10,271,000

Toll Operations - Toll Systems The Toll Systems category totals $2.0 million, or approximately 0.9% of the total budget and, as detailed below, primarily consists of fees for the software and hardware

30

maintenance and operation contract with TransCore LP. Also included in this category are toll system spare parts and repairs, software licenses, and various computer maintenance contracts.

On-Road Toll System Maintenance $ 1,704,000 Computer/Software Maintenance & Support 171,000 Projects 133,000 Total $ 2,008,000

Toll Operations - Toll Facilities This category is budgeted at $0.9 million representing 0.4% of the total budget, and accounts for all costs associated with maintaining the Agency’s toll plazas such as utilities, janitorial services, and other various supplies and repairs.

On Road Utilities $ 458,000 On Road Building Maintenance Services 421,000 Total $ 879,000

Toll Equipment & Capital Expenditures The Toll Equipment & Capital Expenditures budget is $3.3 million, or 1.5% of the total budget. Toll Equipment & Capital Expenditures primarily consists of FasTrak transponder costs and the Customer Service Center Back Office System Replacement Project. Other items include mobile app enhancements, uninterruptible power supply (UPS) replacements, and servers.

Transponders $ 1,938,000 CSC Back Office System Replacement Project 1,369,000 Other Equipment 72,000 Total $ 3,379,000

Debt Service The Debt Service category totals $ 112.8 million or 50.9% of the total budget and in FY18 includes interest payments on the Agency’s outstanding bonds. The debt service will be paid from net revenues with $56.4 million to be paid on each January 15, 2018 and July 15, 2018. A Revenue Guarantee Fund was established at the time of the 2013 financing. Revenue Guarantee Funds were set aside to pay debt service. When Revenue Guarantee Funds are not needed to make debt service payments, the funds become unrestricted after the debt service is paid. In FY18, the Agency expects that $3.4 million will become unrestricted related to FY18 debt service. However, as shown on the following page, the Revenue Guarantee Funds are used in the calculation of debt service coverage ratios as defined in the Indentures.

31

The FY18 budgeted aggregate and senior lien debt service coverage ratios shown on the following page meet the Indenture requirements of 1.15x and 1.30x, respectively. The budgeted coverage is 1.43x and 1.62x, respectively, and does not include the use of reserves or escrow defeasance. Adjusted Net Toll Revenues only includes revenues and interest earnings in certain accounts per the Indentures. Development impact fees are not included in the calculation. While development impact fees are not included in the budget calculation of the debt service coverage ratios, the Indentures allow for development impact fees that are remaining after each debt service payment to be added to the calculation thereby enhancing the debt service coverage calculation. The Indentures refer to this as Enhanced Adjusted Net Toll Revenues and this enhanced calculation will be used for actual debt service coverage covenant reporting. Current expenses include expenditures that are allocated to operations (as shown in the second column of the schedule on page 22.

32

FY18 Budget($000)

Adjusted Net Toll Revenues

Total Toll Revenues Including Fees and Penalties 178,823 Interest Earnings * 3,162 Current Expenses - Funded From Toll Revenue (25,144)

Adjusted Net Toll Revenues 156,841

Aggregate Net Debt Service

Annual Aggregate Debt Service 112,770 Less Revenue Guarantee Funds (3,380)

Net Aggregate Debt Service 109,390

Aggregate Coverage Ratio (1.15x requirement) 1.43

Senior Lien Net Debt Service

Annual Senior Lien Debt Service 100,006 Less Revenue Guarantee Funds (3,380)

Net Senior Lien Debt Service 96,626

Senior Lien Coverage Ratio (1.30x requirement) 1.62

Debt Coverage Calculation Fiscal Year 2018

* Reflects estimated earnings on specific accounts allowed for coverage as defined per the Indentures

33

Estimated Unrestricted Cash and Restricted Construction Funds Below is the FY18 budgeted activity and estimated ending balances for unrestricted cash (as described in more detail on page 5) and restricted construction funds. The restricted construction fund was initially funded in 2015 with the $33.5 million net present value savings of the final refunding of the 1995 bonds. The restricted construction funds have been used for construction purposes only as defined in the tax certificate issued during the refunding:

Estimated Available Cash at 6/30/17 272,383 Planning, Environmental and Construction and Related Administration (70,350) Surplus Revenue including release of Revenue Guarantee Funds * 49,618 DIF Revenue and Interest Income 18,065

Estimated Available Cash at 6/30/18 269,716

Estimated Restricted Construction Funds at 6/30/17 12,985 Planning, Environmental and Construction and Related Administration (13,180) Interest 195

Estimated Restricted Construction Funds at 6/30/18 -

($000)

Estimated Unrestricted Cash($000)

* Per the Indentures, when Revenue Guarantee Funds are not needed by the Agency to make debt service payments, the funds become unrestricted after the debt service is paid. In FY18, the Agency expects that $3.4 million will become unrestricted related to FY18 debt service.

Estimated Restricted Construction Funds

RESOLUTION NO. F2017-02

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY


On motion of Board Member___________________, the following Resolution was adopted. WHEREAS, Section VI, paragraph 6.1 of the Second Amended and Restated Joint Exercise of Powers Agreement creating the Foothill/Eastern Transportation Corridor Agency (the “JPA”), requires the adoption upon the approval of not less than two-thirds (2/3) of the Board Members, an annual budget for the ensuing fiscal year, pursuant to procedures developed by the Board; and WHEREAS, Section VI, paragraph 6.3 of the JPA requires all funds to be placed in object accounts and the receipt, transfer or disbursement of such funds during the term of the JPA shall be accounted for in accordance with Generally Accepted Accounting Principles (GAAP) applicable to governmental entities and all revenues and expenditures must be reported to the Board; and, WHEREAS, Section VI, paragraph 6.4 of the JPA states that all expenditures within the designations and limitations of the approved annual budget shall be made upon the approval of the Chief Executive Officer in accordance with the rules, policies and procedures adopted by the Board; and, WHEREAS, Section VI, paragraph 6.4 of the JPA further states that no expenditures in excess of those budgeted shall be made without the approval of not less than two-thirds (2/3) of the Board Members to a revised and amended budget which may, from time to time, be submitted to the Board; and, WHEREAS, Article VI, paragraph 6.5 of the Administrative Code of the Agency adopted on January 10, 1991, requires that all expenditures for travel, conference and business-related activities, and reimbursement of Board Members and Agency employees for such expenditures be governed by the Board adopted Travel and Expense Policy;

NOW, THEREFORE the Board of the Foothill/Eastern Transportation Corridor Agency does resolve, declare, determine and order as follows:

1. Approve the annual budget for Fiscal Year 2018 (FY18) in the amount of

$221,444,437. The approval includes Administration, Planning, Environmental and Construction, Toll Operations, Debt expenses, the proposed staffing plan as described in the budget, and projected Revenues, including without limitation the adoption of the “proposed” toll rates, fees, and fines, as presented in the FY18 Annual Budget report.

2. Authorize the Chief Executive Officer to reallocate within budget categories

as long as the budget for the following categories does not exceed the amount stated:

· Administration $18,685,967 · SR 241 (excluding related administration) $53,175,910 · Capital Improvement Plan $17,868,036 · Other Planning, Environmental and Construction $2,407,102 · Toll Operations $16,537,110 · Debt Service $112,770,312

and subject to controls in place under the 2013 and 2015 Indentures of Trust,

the Board approved Contracts and Procurement Manual, Investment Policy, Staffing and Compensation Plan, and finally the Agency’s enabling legislation.

3. Resolve to carry forward the project description from the current 2016

Regional Transportation Improvement Program (RTIP) and 2015 San Diego Forward Regional Transportation Plan/Sustainable Communities Strategy (RTP), and to include the updated schedule and project budget approved by this resolution in subsequent RTIP and RTP updates, for the San Diego Association of Governments (SANDAG) region.

4. Resolve to carry forward the project description from the current 2017 Federal Transportation Improvement Program (FTIP) and 2016 Regional Transportation Plan/Sustainable Communities Strategy, and to include the updated schedule and project budget approved by this resolution in subsequent RTIP and RTP updates, for the Southern California Association of Governments (SCAG) region.

5. Direct staff to forward the approved Annual Budget for FY18 to the trustee.

This Resolution No. F2017-02, shall become effective immediately upon adoption.

Adopted this 8th day of June, 2017, by the Board of Directors of the Foothill/Eastern Transportation Corridor Agency. Ed Sachs, Chair Foothill/Eastern Transportation Corridor Agency




ATTEST: I,__________________, Secretary/Clerk of the Board of the Foothill/Eastern Transportation Corridor Agency hereby certify that the foregoing Resolution No. F2017-02 was duly adopted on June 8, 2017, by the Board of Directors of the Foothill/Eastern Transportation Corridor Agency by the following vote: Yes: No: Absent: Abstain:

Martha Ochoa Secretary/Clerk of the Board Foothill/Eastern Transportation Corridor Agency

COMMITTEE TRANSMITTAL DATE: June 8, 2017 TO: Members of Board of Directors FROM: David Lowe, Chief Engineer SUBJECT: Fiscal Year 2018 Capital Improvement Plan

Joint Capital Programs & Projects Meeting May 18, 2017 Present: Chuck Puckett, Mark Murphy, Melody Carruth, Ross Chun, Joseph Muller,

Christina Shea, Scott Voigts Absent: Lisa Bartlett, Todd Spitzer Committee Discussion Staff presented the annual Capital Improvement Plan which outlines the status of all major improvement projects anticipated by the Agencies. Each year, the projects are updated and costs are developed for use in preparing the annual budget. Project priorities and the availability of funds will help determine the projects selected for implementation and the funding allocations. Specific projects discussed include the following:

241@Jeffrey Road Interchange Study David Lowe reviewed the proposed study to look into a potential interchange of the SR 241at future Jeffrey Road. Mr. Kraman noted that this interchange may add traffic to the system and include truck utilization. Director Shea asked for an update of the projects with the city. Mr. Kraman indicated staff is also working with OC Waste and Recycling. 133@Trabuco Road Interchange Coordination David Lowe described the proposed location of the interchange at the 133 and Trabuco Road (now Great Park Boulevard). Director Shea asked if she could discuss this with her city. Mr. Kraman said yes, the project is in the project initiation document phase. Director Carruth asked if the roads are engineered differently for trucks. Mr. Kraman said the engineering is different for truck climbing lanes.

Director Carruth also asked if Loma Ridge has law enforcement in that area? Mr. Kraman said it has not come up. 73/Jamboree Interchange David Lowe noted that two of the ramps at the 73/Jamboree Road Interchange were deferred during the original construction of the 73 Toll Road. An easement was obtained during the original design of the 73 toll road which would provide space for the JR-5 ramp within the Fletcher Jones auto dealership parcel. The City of Newport Beach has requested that the Agency relinquish this easement to allow for expansion of the auto dealership. TCA staff has worked with Caltrans and the cities of Newport Beach and Irvine to investigate alternative interchange configurations which would allow for the relinquishment of the easement, yet still allow options should the interchange move forward. Director Muller and other Committee members asked if staff had considered the monetary value of the easement and requested staff to consider other options. Director Muller asked why TCA does not sell the easement for Ramp JR-5 to the auto dealership? Staff will research and follow up with his questions.

Recommendation: Staff is seeking Committee approval to recommend this item to the Board of Directors at the June 8, 2017 Board meeting. MOTION: Puckett SECOND: Murphy VOTE: Unanimous


DATE: June 8, 2017 TO: San Joaquin Hills Transportation Corridor Agency Board of Directors Foothill/Eastern Transportation Corridor Agency Board of Directors FROM: David Lowe, Chief Engineer SUBJECT: Fiscal Year 2018 Capital Improvement Plan STAFF RECOMMENDATION: San Joaquin Hills Transportation Corridor Agency Recommendation: Adopt the Capital Improvement Plan (CIP) for the San Joaquin Hills (SR 73) Corridor.

Foothill/Eastern Transportation Corridor Agency Recommendation: Adopt the Capital Improvement Plan (CIP) for the Foothill/Eastern (SR 133, 241, 261) Corridors. BACKGROUND: The Capital Improvement Plan outlines the status of all major improvement projects anticipated by the Agencies. Each year, the projects are updated and costs are developed for use in preparing the annual budget. DISCUSSION: The Capital Improvement Plan for FY 2018 is attached as a separate document. Discussion of the draft Capital Improvement Plan took place at the Joint Capital Programs & Projects Committee meeting held on May 18, 2017. BUDGET: The Capital Improvement Plan for each Agency is reviewed annually during the budget process. Project priorities and the availability of funds will help determine the projects selected for implementation and the funding allocations. CONCLUSION: The annual update to the CIP for each Agency outlines the scope, cost and schedule for the major capital improvement projects. Attachment

1

Fiscal Year 2018

CAPITAL IMPROVEMENT PLAN

1

Background The Transportation Corridor Agencies’ (TCA) 51 miles of toll roads have been operational over

23 years since the initial segment of the State Route (SR) 241 Toll Road between Portola Parkway

(North) and Portola Parkway (South).

Once highway segments become operational, various roadway expansions and operational

improvement projects are required to keep pace with increasing traffic demands and changing

conditions, land uses and demographics. These improvements make up the Capital Improvement

Plan or CIP.

The CIP was first developed in the late 1990’s and identified a complete list of projects required

to attain ultimate buildout of The Toll Road system. The CIP is updated annually and the current

planned implementation schedule for projects is shown in Figure 1 and the costs are shown in

Table 1. All costs in this report are estimated in 2017 dollars.

2

2

Implementation Schedule

Figure 1

2018

2019

2020

2021

2022

2023

2024

2025

2026

2027

2028

2029

2030

2031

2032

2033

2034

2035

2036

2037

2038

2039

2040

2041

1A South County Mobility Improvement

1B Los Patrones Parkway/ Oso Parkway Bridge & Gap Closure

2 241/91 Express Connector

3 Wildlife Safety Fencing

4 Toll Plaza Water Supply Upgrade

5 Signage

6 Toll Plaza Facility Improvements

TBD F/ETCA Future Widening Projects

TBD F/ETCA Future Interchanges

2018

2019

2020

2021

2022

2023

2024

2025

2026

2027

2028

2029

2030

2031

2032

2033

2034

2035

2036

2037

2038

2039

2040

2041

1 Caltrans Maintenance Station

2 Catalina View Traffic Improvement

3 Signage

4 Toll Plaza Facility Improvements

TBD SJHTCA Future Widening Projects

TBD SJHTCA Future Interchanges

Environmental Engineering Construction

TBD

TBD

TBD

TBD

TBD

Long-Term

Mid-Term Near-Term

Mid-Term Near-Term

TBD

TBD

TBD

Long-Term

No. Project/Fiscal Year

No. Project/Fiscal Year

Foot

hill/

East

ern

TCA

San

Joaq

uin

Hills

TCA

3

Estimated Project Costs by Agency

Table 1

FY16 &

Prior

FY17

Actual Plus

Projected

Proposed FY18

Budget

FY19 &

Later

Total Project

Cost

1A South County Mobility Improvement $ 0.16 $ 10.40 $ 28.01 TBD TBD

1BLos Patrones Parkway/

Oso Parkway Bridge & Gap Closure $ 31.68 $ 3.40 $ 25.16 TBD TBD

1C Foothill Transportation Corridor - South $ 308.08 $ - $ - $ - $ -

2 241/91 Express Connector 4.35 $ 6.17 12.97 159.67 183.16

3 Wildlife Safety Fencing 10.00 $ 0.03 0.05 TBD 10.08

4 Toll Plaza Water Supply Upgrade - $ - - TBD -

5 Signage Improvements 0.10 $ 0.34 2.89 - 3.33

6 Toll Plaza Facility Improvements 0.33 $ 1.66 1.11 TBD TBD

TBD F/ETCA Future Widening Projects 4.86 - - TBD TBD

TBD F/ETCA Future Interchanges - - 0.85 TBD TBD

Foothill/Eastern Totals $ 359.56 $ 22.00 $ 71.05 $ 159.67 $ 612.28

1 Caltrans Maintenance Station $ - $ - $ - $ 7.97 $ 7.97

2 Catalina View Traffic Improvement 0.03 - - 41.42 41.45

3 Signage Improvements 0.10 0.30 3.13 - 3.53

4 Toll Plaza Facility Improvements 0.18 1.89 1.28 TBD TBD

TBD SJHTCA Future Widening Projects - - - TBD TBD

TBD SJHTCA Future Interchanges - - - TBD TBD

San Joaquin Hills Totals $ 0.31 $ 2.19 $ 4.41 $ 49.39 $ 56.30

San Joaquin Hills

Foothill/Eastern

In $1,000,000

No. Title

5

Foothill/Eastern Transportation Corridor Agency Capital Projects

8 7

7

South County Mobility Improvement F/ETCA Project No. 1A

Description This effort includes identifying options that address the region’s future needs for

mobility and accessibility, and providing improvements that meet those needs. Purpose and Need Regional planning efforts to date demonstrate the need for additional

transportation improvements to relieve existing and future congestion on Interstate 5 and local

arterials in South Orange County. The Foothill/Eastern TCA is evaluating those needs to identify

an acceptable solution.

Project Status The current efforts are in the community outreach and stakeholder stage which is

expected to continue through Fiscal Year (FY) 2017. FY 2018 efforts includes completing the

Project Initiation Document phase and beginning the formal environmental document phase.

Environmental FY 2018 activities include the completion of the Caltrans’ Project Initiation (PID)

phase, which involves the development of the project purpose and need and performing a

screening of the 18 transportation ideas generated by the public at the two public forums held in

2016. Upon the conclusion of the Caltrans’ PID phase, the Agency, in coordination with Caltrans,

will begin the formal environmental study phase beginning with the preparation of an

environmental impact report and environmental impact statement (EIR/EIS) . Inclusive of the

EIR/EIS activities involve the preparation of technical studies that evaluate a project’s effects on

air quality, biology, cultural resources, water quality and

several other topical areas. Preparation of the technical

studies will be the primary focus for Environmental in FY

2018.

Design Limited design work to support the outreach,

engineering and environmental planning efforts is

expected to continue through FY 2018.

Construction Construction will begin after a route is

selected and the environmental process is completed.

Cost/Budget Total project costs are estimated as shown

in Table 2.

Schedule Estimated completion TBD.

8

Los Patrones Parkway/Oso Parkway Bridge & Gap Closure F/ETCA Project No. 1B Description Coordination with the County of Orange and Rancho Mission Viejo (RMV) on the Los Patrones Parkway project. TCA efforts will focus on the Oso Bridge and Gap Closure project. Los Patrones Parkway Description Los Patrones Parkway is a County of Orange four-lane transportation corridor that is part of the circulation element of the RMV Ranch Plan previously approved by the County of Orange. It extends from Cow Camp Road to Oso Parkway and terminates at Oso Parkway via a northbound ramp and a southbound ramp. Los Patrones Parkway is currently under construction by RMV. Oso Bridge and Gap Closure

Description The project consists of the construction of an overcrossing bridge structure over a portion of Oso Parkway to allow the future connection of Los Patrones Parkway to SR 241 north of Oso Parkway. The project addresses safety and traffic issues associated with the connection of the Los Patrones ramps at Oso Parkway by allowing the parkway to connect to the existing toll road north of Oso Parkway. The Oso Bridge and Gap Closure project includes building a one-mile stretch of the SR 241 to link with Los Patrones Parkway under the bridge.

Purpose and Need The proposed Project is needed to eliminate through-intersection movements on Oso Parkway to and from Los Patrones Parkway, and to and from SR-241; and to reduce forecast congestion on arterials in southern Orange County. The proposed Project is also needed to accommodate build out of the County of Orange Master Plan of Arterial Highways (MPAH).

Project Status The project construction documents are being finalized with a construction start date anticipated for Fall 2017. Environmental The environmental impacts of the proposed improvements have been evaluated

in detail and no significant impacts have been identified. An addendum to Final Environmental

Impact Reports (FEIR) 584 and 589, as certified by the County of Orange, was prepared pursuant

to CEQA Guidelines Section 15164 for the proposed Oso Bridge and Gap Closure project.

Design The project design work is in final plan check. Construction It is estimated that construction will commence in 2017 and will be completed over

a 24-month construction period.

Cost/Budget Total Project Costs are estimated as shown in Table 2. Schedule Final design is anticipated to be completed in June 2017 with construction completion anticipated in Spring 2019.

9

Table 2

PROJECT 1A - SOUTH COUNTY MOBILITY IMPROVEMENT

Activity FY16& Prior

FY17Actual Plus Projected

Proposed FY18 FY19 & Later Total

Engineering Design/Oversight $ 156.9 4,210.0 12,780.0 Utility Relocation - - - Right of Way - 440.0 820.0 Construction - - - Const. Engineering Mgmt. - - - Contingency - - - Subtotal $ 156.9 $ 4,650.0 $ 13,600.0 - FY18 & later TBD

Environmental - 5,745.0 14,412.0 Public Benefits - - - Insurance/Toll Collection Systems - - - Subtotal 156.9 $ 10,395.0 $ 28,012.0 73 Mitigation - - - Total $ 156.9 $ 10,395.0 $ 28,012.0 - FY18 & later TBD

PROJECT 1B - LOS PATRONES PARKWAY/OSO PARKWAY BRIDGE & GAP CLOSUREEngineering Design/Oversight 6,943.0 1,693.0 2,400.0 Utility Relocation - - -

Right of Way 15,112.2 1,500.0 - Construction 7,148.0 - 17,933.0 Const. Engineering Mgmt. 116.0 105.0 4,760.0 Contingency - - - Subtotal $ 29,319.2 $ 3,298.0 $ 25,093.0 - FY18 & later TBD

Environmental 2,365.0 105.0 71.0 Public Benefits - - - Insurance/Toll Collection Systems - - - Subtotal $ 31,684.2 $ 3,403.0 $ 25,164.0 73 Mitigation - - - Total $ 31,684.2 $ 3,403.0 $ 25,164.0 - FY18 & later TBD

PROJECT 1C - FOOTHILL TRANSPORTATION CORRIDOR - SOUTHEngineering Design/Oversight 56,427.1

Utility Relocation 1,243.0

Right of Way 13,461.0

Design/Build Contract 57,904.0

Const. Engineering Mgmt. 483.0

Contingency -

Subtotal $ 129,518.1

- FY18 & later

Environmental 26,717.0

Public Benefits -

Insurance/Toll Collection Systems -

Subtotal 156,235.1

73 Mitigation 120,000.0

Total $ 276,235.1

- FY18 & later

In $1,000

To Be Determined

To Be Determined

10

241/91 Express Connector

F/ETCA Project No. 2 Description The project consists of constructing a tolled connector between the median of the 91 Express Lanes and the median of SR 241 to provide a single lane in each direction. Purpose and Need The 241/91 Express Connector between the two toll facilities is an integral component of the Eastern Transportation Corridor Ultimate Project (SR 241) and is included in OCTA’s SR 91 Implementation Plan. Traffic on SR 91 east of SR 241 greatly exceeds the capacity of the existing roadway during extended peak hours and many improvements have been proposed to alleviate this congestion. The project will close the current toll system gap by connecting SR 241 with the 91 Express Lanes to and from the east. Project Status Staff is proceeding with the required preliminary engineering and environmental studies necessary to advance the project. An investment-grade traffic and revenue study is currently underway. Final design work began in December 2016 and is expected to continue through FY2018. Environmental A median connector between SR 241 and SR 91 was included as a project component in the Eastern Transportation Corridor (SR 133, 241, 261) environmental document, EIS No. 2-1. A draft Supplemental EIR/EIS was released for a 60-day public comment period, which concluded on January 9, 2017. Staff is currently evaluating the comments received during the public review period and anticipates finalizing the EIR/EIS by the end of 2017 with a record of decision on the project closely following this date. Design Final design commenced in December 2016 and the project will be delivered under the conventional design-bid-build process. Construction The project would impact traffic during the estimated 26-month construction period. The eastbound lanes of SR 91 (including the eastbound OCTA 91 express lanes) require complete relocation and reconstruction for a minimum length of approximately one mile to provide sufficient room in the SR 91 median for the connector ramp. Costs/Budget The proposed budget shown in Table 3 includes completion of preliminary design documents and the project’s Supplemental EIR/EIS. This cost is being partially shared with OCTA under a cooperative agreement. Participation levels and roles and responsibilities, as well as roles of each Agency for the remainder of the project are yet to be determined and the amounts shown in this report represent the total estimated cost. Schedule Staff proposes in FY 2018 to finalize the Supplemental EIR/EIS and complete final engineering. The expected completion date of construction is late 2020.

11

Table 3

Activity FY16 &

Prior



Engineering Oversight $ 698 $ 536 $ 1,224 $ 3,793 $ 6,251

TCA Technical Memorandum 282 - - - 282

OCTA Study 334 - - - 334

Design/Environmental 3,422 4,418 9,695 7,759 25,294

Traffic Studies 782 118 50 - 950

Right-of-Way - - - 2,000 2,000

Construction - - - 120,200 120,200

Const. Engineering Mgmt. - 100 600 8,300 9,000

OCTA Reimbursement (1,169) - - TBD TBD

Outreach - - - - -

Contingency & Miscellaneous - 1,000 1,400 17,617 20,017

Total $ 4,349 $ 6,172 $ 12,969 $ 159,668 $ 183,158

In $1,000241/91 Express Connector

13

12

Wildlife Safety Fencing F/ETCA Project No. 3 Description As mitigation for impacts of the Eastern Transportation Corridor, the U.S. Fish and Wildlife Service (USFWS) required the F/ETCA to construct a minimum of four wildlife undercrossings and conduct a five-year study documenting wildlife usage of those undercrossings.1 This study was completed in 2004. In 2009, USFWS notified F/ETCA staff that they had concerns with the performance of the undercrossings, specifically the number of animals crossing the 241 Toll Road at-grade. In response to these concerns, the F/ETCA contracted with the University of California, Davis Wildlife Health Center (U.C. Davis) in 2011 to further study the undercrossings and adjacent fencing, and to formulate recommendations to enhance wildlife movement and safety along SR 241. In 2013, U.C. Davis completed their assessment of the existing fencing and the wildlife undercrossings along the 241 Toll Road, and provided recommendations to F/ETCA that included installing a taller wildlife fence and jump-out ramps. Staff consulted with USFWS on these recommendations and obtained agreement on the suggested improvements in 2013. In December 2013, staff presented the wildlife fence improvement recommendations to the Board for authorization to award a contract to implement these improvements. In February 2014, staff obtained an amended biological opinion from USFWS allowing F/ETCA to proceed with the project. Purpose and Need The Wildlife Safety Fencing project is designed to enhance the wildlife crossings built as part of the Eastern Transportation Corridor. Project Status The project is partially complete with potential future phases. Environmental The project is covered under the original Eastern Transportation Corridor environmental document, EIS No. 2-1. An amended biological opinion was issued by U.S. Fish & Wildlife Service in February 2014. Design Phases 1, 2A, and 2B design is complete. Upon project completion, U.C. Davis will continue monitoring the undercrossings and conduct post-construction monitoring to document the project’s effectiveness in reducing wildlife-vehicle collisions. U.C. Davis’ monitoring will also include the use of GPS collars on mountain lions, as well as cameras placed at the undercrossings to document the use of the SR 241 wildlife undercrossings in a manner that was agreed to by USFWS. Construction Phase 1, 2A, and 2B (6.4 miles) of the new wildlife fence project completed

construction in FY 2016. Staff is performing a post-construction study of the fence to document

its effectiveness and is currently in year 2 of 3.

Cost/Budget The initial project costs are shown in Table 4. Schedule Should future phases be implemented, they would be designed in conjunction with the 241 Widening Project (133 to Chapman) and begin at the juncture of the 241/133 and extend north to Chapman/Santiago Canyon Road.

1 Biological Opinion (BO) 1-6-94-F-17 issued by the U.S. Fish and Wildlife Service

13

Table 4

Activity FY15 &

Prior



Consultant $ 153 $ 29 $ 60 TBD TBD

Design 92 30 - TBD TBD

Construction 7,122 1,806 - TBD TBD

Const. Engineering Mgmt. 43 1,036 - TBD TBD

Contingency & Miscellaneous - - - TBD TBD

Total $ 7,410 $ 2,900 $ 60 TBD 10,370$

In $1,000Wildlife Safety Fencing

14

Toll Plaza Water Supply Upgrade (Tomato Springs) F/ETCA Project No. 4 Description The project consists of two elements: 1) The domestic water connection for the Tomato Springs and Orange Grove mainline toll plazas will be converted to the Irvine Ranch Water District (IRWD) Zone 6 system. The new connection allows the Agency to deactivate and abandon the existing 180,000-gallon water reservoir which formerly served these toll plazas. This element was completed in 2016. 2) Conversion of the irrigation system to non-domestic water use. Purpose and Need Currently the toll plazas and surrounding Caltrans landscaped areas are irrigated by a single domestic irrigation system. IRWD’s preference is that landscaping be irrigated with non-domestic or reclaimed water. The Agency has developed plans for this conversion, which will allow the Agency to utilize reclaimed water as well as turn over the Caltrans portion of the irrigation system (along with the related water costs) to the State. Environmental A Categorical Exemption was prepared as there are minimal impacts associated with this project. Design Design work has been substantially completed for the irrigation system conversion. Construction Impacts No impacts are anticipated. Cost/Budget A cost estimate for the proposed irrigation change from potable to non-potable water will be developed in the near future. A breakdown of costs is included in Table 5. Schedule The schedule for the non-domestic irrigation switchover has yet to be determined.

15

Table 5

Activity FY15 &

Prior

FY16 Actual Plus Projected

Proposed FY17

FY18 & Later Total

IRWD Design $ 42 $ - $ - $ - $ 42

IRWD Construction 145 - - - 145

Reservoir Decommissioning Design 82 - - 82

TCA Construction 5 485 - - 490

Irrigation Switch to Non-Potable - - - TBD TBD

Contingency and Miscellaneous 9 - - - 9

Total $ 283 $ 485 $ - TBD $ 768

In $1,000Toll Plaza Water Supply Upgrade (Tomato Springs)

16

Signage F/ETCA Project No. 5 Description This project provides updated messaging on the large overhead signage on the freeway and major arterial approaches to the toll road system. Also included are signage for ramp entrances, roadside signage, freeway-to-toll road transition signs and changes to signage to update messaging related to our payment method for infrequent users (Pay Online).

Project Status The project is currently in the design phase and is construction is expected to be complete in FY18. Environmental No environmental impacts are foreseen.

Design Customer research regarding sign messaging was performed in FY 2016 and the results incorporated into the signage modifications. The proposed signage concepts were approved by the Boards in April 2016 and final design has commenced. Construction The signage replacement on the overhead facilities will require extensive lane and

ramp closures throughout the toll road and freeway system. Major closures will be done at night

and other off-peak travel times in order to minimize inconvenience to drivers.

Cost/Budget A breakdown of costs is provided in Table 6. Schedule The design work and Caltrans approval is scheduled for August 2017. Minor sign work can be accomplished through the use of an on-call signage contractor, however it is anticipated that the major overhead signs would be done under a separate construction contract. This work will last through FY 2018.

17

Foothill/Eastern Signage In $1,000

Activity FY16 & Prior

FY17 Actual Plus

Projected Proposed

FY18 FY19 & Later Total

Customer Research $25 $- $- $- $25

Engineering Oversight - 100 39 - 139

Special Studies - - - - -

Design 78 136 36 - 250

Construction - - 2,130 - 2,130

Construction Management - - 320 - 320

Contingency and Miscellaneous - 105 360 - 465

Total $103 $341 $2,885 $- $3,329

Table 6

19

18

Toll Plaza Facility Improvements F/ETCA Project No. 6 Description In order to minimize the initial costs of the all-electronic tolling conversion project, the majority of the toll booths on the system were left in place. It is proposed to remove the toll booths and related equipment in a prioritized manner. Purpose and Need Removal of toll booths will provide for standard lane geometry. Project Status Final design work for Phase I completed in FY17. Phase I Construction is underway with completion in FY18. Environmental The project is exempt from the California Environmental Quality Act (CEQA)

under Section 15301 of the CEQA Guidelines as Existing Facilities.

Design Design for Phase I is now complete. Design of future phases has not yet commenced. Construction There will be lane and ramp closures along with demolition related to the toll booth

removal work.

Cost/Budget Total Project Costs are estimated as shown in Table 7. Schedule Construction for Phase I of the toll booth removals is scheduled for FY18.

19

Foothill/Eastern Toll Plaza Facility Improvements In $1,000


FY17 Actual Plus

Projected Proposed


Preliminary Study $76 $- $- $- $76

Toll Booth Removal Phase 1 252 1,655 1,110 - 3,017

Toll Booth Removal Phase 2 - - - TBD TBD


Total $328 $1,655 $1,110 TBD TBD

Table 7

21

20

F/ETCA Future Widening Projects Over the past two decades, TCA’s toll roads have become an integral part of the regional transportation system. Customer surveys show that people depend on The Toll Roads for reliability in the travel time it takes to reach their destination and because there is less traffic. As regional travel demand grows and the freeway and arterial system become more congested, the toll road system can sometimes experience congestion as well. In order to preserve dependable travel times, customer satisfaction and revenue, system expansion projects may be warranted. The Toll Road system is designed to be expanded with additional lanes as traffic demand and volumes grow. Space is also provided within the median for either additional travel lanes and/or potential transit as the County of Orange and surrounding communities mature. Since originally planned there have been several changes to key factors that influence travel demand. These factors include residential and non-residential development changes, shifts in population and employment, changes to the arterial highway system and changes in commuter behavior. Several widening projects have taken place on The Toll Road system since the original project construction in the late 1990’s (see Completed Projects). There have also been widening projects that were initiated yet not implemented as a result of the changes to travel demand (see Table 8).

21

Table 8

Foothill/Eastern Widening Projects

Activity Limits FY15 &

Prior

FY16 Actual Plus

Projected Proposed FY17

FY18 & Later Total

241 Southbound Widening Bake to Santa Margarita $ 3,902 $ - $ - TBD TBD

241 Widening (Loma) 133 to Chapman 961 3 3 TBD TBD

Total $ 4,863 $ 3 $ 3 TBD TBD

In $1,000

23

22

F/ETCA Future Interchanges Just as all lanes of the toll road system were not constructed originally, several interchanges were also deferred to be constructed when demand warranted. The need for these deferred interchanges has changed over the years, for many of the same reasons affecting the widening projects. Major developer open space land dedications have reduced the need for some planned interchanges while new land uses have created demand for interchanges at previously unplanned locations. The following interchanges have been included in the long range plans for the toll road system and are included in the CIP. The timing for development of these interchanges will be evaluated annually as part of this document. As projects are advanced, they will be moved into the near- or mid-term categories. 133 @ Trabuco Road Interchange This interchange was not included in the ultimate plans for the 133. This interchange is included in the North Irvine Traffic Mitigation program and is currently under consideration for implementation by the City of Irvine. As the project moves forward, and is further established, it will be advanced into near- or mid-term categories. TCA funding in the amount of $160,000 for FY2018 has been identified for this interchange. Five future interchanges and one interchange expansion were included in the Eastern Transportation Corridor environmental document for the 133, 241 and 261 Toll Roads. The interchange numbers listed are from that original document: Interchange #2 - 241 @ Jeffrey Road Interchange The extension of Jeffrey Road north of Portola Parkway to the SR 241 remains on the County of Orange Master Plan of Arterial Highways (MPAH). Development in this area is not expected to begin until 2025 at the earliest. TCA funding in the amount of $690,000 for FY2018 has been identified for this interchange. Interchange #6 - 241 @ Coal/Weir Canyon Road Interchange Weir Canyon Road remains on the MPAH; however, plans for development in the area have been shelved as this property was recently dedicated as permanent open space to the County of Orange. This interchange is included in a reimbursement agreement between the Irvine Company and TCA. Costs to date for this interchange amount to $47,000. 241 @ 261 East Orange Interchange Expansion This interchange was planned to be expanded along with the development of the Santiago Hills Phase II development. As a portion of this property was recently dedicated as permanent open space to the County of Orange, this interchange has been included in a reimbursement agreement between the Irvine Company and TCA. Costs to date for this interchange amount to $61,000. the Irvine Company has recently informed the F/ETCA that they will no longer be participating in the funding for this interchange. Interchange #3 - 241 @ North Culver Drive & Interchange #4 - 241 @ South Culver Drive - These two interchanges were removed from further consideration as Culver Drive has been removed from the MPAH north of Portola Parkway. Interchange #5 - 241 @ North Lake Road A reduction in the Irvine Company development plans for the area north and west of the 241/261 interchange has eliminated any need for this interchange.

23

25

24

26 26

25

San Joaquin Hills Transportation Corridor Agency Capital Projects

27

26

Caltrans Maintenance Station SJHTCA Project No. 1 Description The project is to develop a permanent 3.0-acre maintenance station at a location

acceptable to Caltrans in South Orange County. The Station will be designed to house two

maintenance crews, offices, equipment, shop and storage for a total building area of 8,480 sq. ft.

Gas, sewer, water, telephone and electrical utility lines will be constructed to the building for

service.

Purpose and Need Construction and opening of the three Corridors increased the need for

Caltrans maintenance facilities and the Cooperative Agreements with Caltrans for each of the

Corridors define the Agencies responsibilities for providing these facilities. The maintenance

station represents the commitment for providing such a station related to the San Joaquin Hills

(SJH) Corridor (SR-73) as specified in District Cooperative Agreement No. 12-079 (as amended).

Project Status The project has not been advanced beyond that which has been defined in Exhibit

A to Amendment 7 of Cooperative Agreement No. 12-079. Conceptual layouts have been

discussed with Caltrans representatives to better define the requirements. The original mutual

agreement had been to complete the station for Caltrans use and occupancy by December 31,

2015; however, negotiations are currently underway to determine a new date for completion.

Environmental The Agency will prepare the environmental documents for construction of the station, including impacts on the site surroundings and an Initial Site Assessment. Construction Impacts The maintenance site is currently planned for an undefined site in South Orange County. Impacts will be determined through the environmental document phase. Cost/Budget Costs are forecast as shown in Table 9. Schedule No detailed schedule has been developed to date, pending Agency and Caltrans

decision and approval of the location. Design and construction of the facility will take

approximately 2-1/2 years after site selection. Negotiations are underway to determine a new date

for completion.

27

Caltrans Maintenance Station In $1,000


FY17 Actual Plus Projected

Proposed FY18

FY19 & Later Total

Design $- $- $- $600 $600

Construction - - - 6,500 6,500

Const. Engineering Mgmt. - - - 300 300

Contingency - - - 313 313

Subtotal $- $- $- $7,713 $7,713

Interest per Agreement 12-079 260 260

Total $- $- $- $7,973 $7,973

Table 9

28

Catalina View Traffic Improvement SJHTCA Project No. 2 Description The project consists of adding a fourth lane to northbound SR 73 between the SR 133 to the Sand Canyon Undercrossing north of the Catalina View toll plaza. Purpose and Need Transactions on the SR 73 have increased by six percent each year since 2013 with approximately 70 percent of that growth attributed to the mainline toll plaza at Catalina View. In particular, an increase in congestion in the northbound direction has been experienced in the mainline lanes during the morning peak period. A potential solution to relieve the traffic congestion in the northbound direction during the AM peak period is to increase the roadway capacity by adding a fourth lane leading up to and through the Catalina View Toll Plaza. Project Status Staff has completed a preliminary concept study. The required preliminary engineering, environmental studies and final design necessary to advance the project through construction will follow. The following phases are needed to obtain Caltrans approval to proceed with construction of the proposed roadway improvements:

· Phase 1 – Project Study Report-Project Development Support (PSR-PDS)

· Phase 2 – Project Approval and Environmental Document (PA&ED)

· Phase 3 – Plans, Specifications and Estimate (PS&E) Environmental The environmental impacts of the proposed improvements will be evaluated during the upcoming phases of the project development. Design Design is currently on hold pending results of traffic microsimulation studies. Construction The project would impact traffic during the estimated 18-month construction period; however, all traffic lanes would be open to traffic during construction. Costs/Budget A breakdown of the project costs is shown in Table 10. Schedule TBD

29

Catalina View Traffic Improvement In $1,000


FY17 Actual Plus

Projected Proposed


Engineering Oversight - $- $- $870 $870

Concept Study 26 4 30

Project Initiation - - - 460 460

Preliminary Engineering/Environmental

- - - 850 850

Traffic Studies - - - 50 50

Final Engineering - - - 3,000 3,000

Right-of-Way - - - - -

Construction - - - 30,000 30,000

Const. Engineering Mgmt. - - - 2,500 2,500

Contingency & Miscellaneous - - 3,686 3,686

Total $26 $- $- $41,420 $41,446

Table 10

30

Signage SJHTCA Project No. 3 Description This project provides updated messaging on the large overhead signage on the freeway and major arterial approaches to the toll road system. Also included are improved signage for ramp entrances, roadside signage, freeway-to-toll road transition signs and changes to signage to simplify messaging related to our payment method for infrequent users (Pay Online). Project Status The project is currently in the design phase and is construction is expected to be complete in the next fiscal year. Environmental No environmental impacts are foreseen.

Design Customer research regarding sign messaging was performed in FY 2016 and the results incorporated into the signage modifications. The proposed signage concepts were approved by the Boards in April 2016 and final design has commenced. Construction The signage replacement on the overhead facilities will require extensive lane and

ramp closures throughout the toll road and freeway system. Major closures will be done at night

and other off-peak travel times in order to minimize inconvenience to drivers.

Cost/Budget A breakdown of costs is provided in Table 6. Schedule The design work and Caltrans approval will follow with approval scheduled for August 2017. Minor sign work can be accomplished through the use of an on-call signage contractor, however it is anticipated that the major overhead signs would be done under a separate construction contract. This work will last through FY 2018.

31

San Joaquin Hills Signage In $1,000


FY17 Actual Plus

Projected Proposed


Customer Research $31 $- $- $- $31

Engineering Oversight - 90 37 - 127

Special Studies - - - - -

Design 67 125 23 - 215

Construction - - 2,325 - 2,325

Construction Management - - 350 - 350

Contingency and Miscellaneous - 80 392 - 472

Total $98 $295 $3,127 $- $3,520

Table 11

32

Toll Plaza Facility Improvements SJHTCA Project No. 4 Description In order to minimize the initial costs of the All-Electronic Tolling conversion project, the majority of the toll booths on the system were left in place. It is proposed to remove the toll booths and related equipment in a prioritized manner. Purpose and Need Removal of toll booths will provide for standard lane geometry. Project Status Final design work for Phase I completed in FY2017. Phase I Construction is underway with completion in FY2018. Environmental The project is exempt from the California Environmental Quality Act (CEQA)

under Section 15301 of the CEQA Guidelines as Existing Facilities.

Design Design for Phase I is now complete. Design of future phases has not yet commenced. Construction There will be lane and ramp closures along with demolition related to the toll booth

removal work.

Cost/Budget Total Project Costs are estimated as shown in Table 7. Schedule Construction for Phase I of the toll booth removals is scheduled for FY 2018. .

33

San Joaquin Hills Toll Plaza Facility Improvements In $1,000


FY17 Actual Plus

Projected Proposed


Preliminary Study $36 $- $- $36

Toll Booth Removal Phase 1 143 1,890 1,275 - 3,308



Total $179 $1,890 $1,275 $- TBD

Table 12

34

SJHTCA Future Widening Projects

Over the past two decades, TCA’s toll roads have become an integral part of the regional transportation system. Customer surveys show that people depend on The Toll Roads for reliability in the travel time it takes to reach their destination. As regional travel demand grows and the freeway and arterial system become more congested, the toll road system can sometimes experience congestion as well. In order to preserve dependable travel times, system expansion projects may be warranted. The transportation corridor system is designed to be expanded with additional lanes as traffic demand and volumes grow. Space is also provided within the median for either additional travel lanes and/or potential transit facilities as the County of Orange and surrounding communities mature. Since the corridors were originally planned there have been several changes to key factors that influence travel demand. These factors include residential and non-residential development changes, shifts in population and employment, changes to the arterial highway system and changes in commuter behavior. Several widening projects have taken place on the toll road system since the original project construction in the mid- 1990’s (see Completed Projects).

35

SJHTCA Future Interchanges Just as all lanes of the toll road system were not constructed along with the original project, several interchanges were also deferred until they were warranted. The need for these deferred interchanges has changed over the years, for many of the same reasons affecting the widening projects. Major developer open space land dedications have reduced the need for some planned interchanges while new land uses have created demand for interchanges at previously unplanned locations. The following interchanges have been included in the long-range plans for the toll road system and are included in the CIP. The timing for development of these interchanges will be evaluated annually as part of this document. As projects are advanced, they will be moved into the near- or mid-term categories. 73 @ Glenwood/Pacific Park Drive Phases 2 & 3 This interchange was deferred during the original construction of the 73 Toll Road. In 2003, the Agency, in partnership with OCTA and the County of Orange, developed a partial interchange (ramps to and from the 73 to the north). The future Phase 2 of the interchange completes the interchange movements with ramps to and from 73 to the south. The future Phase 3 is an expansion/reconfiguration of the northbound on ramp from Glenwood and provides for more intersection and mainline capacity by braiding the northbound on-ramp with the El Toro off-ramp. The need for the future phases of this interchange will be evaluated annually during the CIP approval process.

Figure 2

36

73 @ Jamboree Road Two of the ramps at the 73/Jamboree Road interchange were deferred during the original construction of the 73 Toll Road.

Ramp JR-1 This ramp is a northbound 73 off-ramp to Jamboree Road (intersection at Bristol Street North). The northbound 73 MacArthur Boulevard exit currently serves this movement with drivers turning left at Jamboree to access Bristol Street North. The current design requires removal of the existing northbound loop ramp from Jamboree to the 73. Ramp JR-5 This ramp is a northbound on-ramp to the 73 from Jamboree Road. This ramp exits northbound Jamboree Road before San Diego Creek and is a flyover structure over San Diego Creek, Bayview Way, the Fletcher-Jones Mercedes-Benz dealership, Jamboree Road and State Route 73 before merging into the northbound mainline of the 73. The Agency currently holds an easement over the dealership property that is restricting further expansion of the dealership operations. Status Over the past year, the Agency has met with Caltrans District 12 and public works representatives from the cities of Newport Beach and Irvine to discuss potential alternatives for the ultimate configuration of this interchange. Two alternative concepts for the interchange were proposed by Caltrans and reviewed by the cities. The city of Newport Beach has requested the JR-5 ramp be removed from the Capital Improvement Plan and future improvements at the interchange will be developed as traffic demands.

37

Figure 3

38

Completed Projects Since implementing the Capital Improvement Plan, fourteen projects have been completed. These projects were funded in the CIP budget each year during the design and construction phases. A brief discussion of the scope of each project is listed below.

Completed Capital Projects (FY97 thru FY15)

Table 13

No. TitleTotal Project

Cost ($M)

1 241 Banderas Bridge Overcrossing $ 1.2 2 Santa Margarita Parkway On-Ramp Widening $ 11.6 3 Arroyo Trabuco Southbound Bridge Widening $ 8.5 4 241 northbound widening $ 15.3 5 Tomato Springs Toll Plaza Third AVI Lanes $ 3.1 6 Landscaping Enhancements $ 5.0 7 Toll Plaza Water & Wastewater $ 0.2 8 133 Widening $ 5.4 9 Windy Ridge FasTrak Lane Widening $ 10.6

10 All-Electronic Tolling $ 11.6 Total F/ETC $ 72.4

1 73 @ Glenwood Interchange Phase I $ 8.5 2 Landscaping Enhancements $ 2.3 3 73 Northbound Roadway Widening $ 15.0 4 All-Electronic Tolling $ 5.0

Total SJHTC $ 30.9

Total All Projects $ 103.3

San Joaquin Hills Corridor

Foothill/Eastern Corridor

39

4

39

Foothill/Eastern Transportation Corridor Agency Completed Projects 1. 241 Banderas Bridge Overcrossing. - This project provided a new overcrossing of the 241 Toll Road between Antonio Parkway and Santa Margarita Parkway. It was sponsored by the City of Rancho Santa Margarita to provide improved traffic circulation within the City. The F/ETCA contributed $1.22 million as its fair share of the project costs. The project was completed and opened to traffic in October 2002. 2. Santa Margarita Parkway On-Ramp Widening - The northbound on-ramp at this location previously narrowed to a single lane prior to merging into the mainline. This project added a second lane to the ramp to address high peak-hour traffic volumes, which also required widening the 1,500 foot long Arroyo Trabuco Creek Bridge. The bridge was widened to the Ultimate Corridor configuration at a total project cost of $11.57 million. This project was completed in 2005. 3. Arroyo Trabuco Southbound Bridge Widening. - In bidding Project No. 3 above, the contractor was asked to price a similar widening of the southbound traffic structure thereby allowing both northbound and southbound structures to be widened to their Ultimate Corridor width at the same time. This would allow only one disruption of the Arroyo Trabuco Creek below the bridge. The project was designed and constructed including the addition of a second exit lane to Santa Margarita Parkway at a total project cost of $8.52 million. This project was completed in early 2005. 4. 241 northbound widening – One additional mixed flow lane was constructed in the median of the 241 northbound from Arroyo Trabuco Creek to Bake Parkway. This project included the widening of five twin northbound and southbound bridges to their Ultimate Corridor configuration. Construction was completed in late 2003 at a total project cost of $15.28 million. 5. 241 Tomato Springs Toll Plaza Third FasTrak Lanes – These lanes were added to address increasing traffic volumes and FasTrak usage at this SR 241 location. Included was a reconfiguration of the lane delineation between the toll plaza and the adjacent SR 133 Interchange to encourage FasTrak as the predominant toll payment method. Construction was completed in the spring of 2004 at a total project cost of $3.11 million. 6. Landscaping Enhancements – Two separate contracts were designed and constructed/installed on the 241 and 261 Corridors. These were completed at project costs totaling $5 million. Grant funds of $750,000 reduced the Agency’s net cost by that amount. Implementation was completed in 2004. 7. Toll Plaza Water & Wastewater – Improvements to the toll plaza water and wastewater systems were completed at three mainline toll plazas on the 241, 261 and 133 Toll Roads, including one new connection to a public sewer. These were completed in early 2002 at a cost of $223,000. 8. 133 Widening – One mixed flow lane was added in each direction from I-5 to 241 along with median guard rail for most of the 2.5 mile project length. Construction was completed in the fall of 2005 at a project cost of $5.39 million. 9. Windy Ridge FasTrak Lane Widening - The project added a third general purpose FasTrak lane in each direction within the 241 roadway median through the Windy Ridge Mainline Toll Plaza from south of the Southern California Edison (SCE) wildlife undercrossing to north of the Windy Ridge wildlife undercrossing, a distance of 3.0 miles. Widening the southbound SCE bridge and

40

the northbound Windy Ridge Wildlife bridge was also included in the project. The project was opened to traffic in October 2009. 10. All-Electronic Tolling – In May 2014, the Agencies ceased collecting cash on the system. This was a multi-year process that involved each of the departments within the TCA. All-Electronic Tolling provides for license plate tolling for those that do not have a FasTrak account. The work was done in conjunction with a pressing need to replace outdated tolling equipment throughout the system. 11.Wildlife Safety Fence Phases 1, 2A, and 2B – In FY 2016, Phases 1, 2A, and 2B were constructed. This 6.4 mile stretch along SR 241 from the Chapman/Santiago Canyon Road interchange to SR-91 has been completed and is expected to reduce the number of wildlife-vehicle collisions on the SR 241.

41

San Joaquin Hills Transportation Corridor Agency Completed Projects 1. 73 @ Glenwood Interchange Phase I – This project included the design and construction of ramps to and from the north at Glenwood/Pacific Park Drive on the 73 Toll Road. Work was performed under a design-build contract with construction completed in April 2003 at a total project cost of $8.50 million. Just under $6.7 million was received by the San Joaquin Hills Agency in grant funding for the project. 2. Landscaping Enhancements – A contract was completed to enhance the landscaping at interchanges along the SR 73, at a cost of $2.30 million. 3. 73 Northbound Roadway Widening – This project added a fourth lane to the northbound mainline in two locations: 1) from the former lane drop north of Aliso Viejo Parkway to north of the Laguna Canyon Road entrance ramp, a distance of 2.4 miles, and 2) from the Catalina View Mainline Toll Plaza cash lane merge, to the MacArthur Blvd. exit, a distance of 3.3 miles. The project was opened to traffic in December 2009. 4. All-Electronic Tolling – In May 2014, the Agencies ceased collecting cash on the system. This was a multi-year process that involved each of the departments within the TCA. All-Electronic Tolling provides for license plate tolling for those that do not have a FasTrak account. The work was done in conjunction with a pressing need to replace outdated tolling equipment throughout the system.

42

43

COMMITTEE TRANSMITTAL DATE: June 8, 2017 TO: Members of Board of Directors FROM: David Lowe, Chief Engineer SUBJECT: Fiscal Year 2018 Authorization for Design/Program Management and

Specialty Services

Joint Capital Programs & Projects Meeting May 18, 2017 Present: Chuck Puckett, Mark Murphy, Melody Carruth, Ross Chun, Joseph Muller,

Christina Shea, Scott Voigts Absent: Lisa Bartlett, Todd Spitzer Committee Discussion David Lowe reported that the Agencies’ utilize design and program management consultant services for activities to augment TCA’s small in-house staff and provide technical expertise for planning, design oversight and delivering Capital Improvement Plan projects along with toll systems implementation operation review activities. Staff has reviewed the Capital Improvement Plan workplan for FY 2018 and identified the design/program management consultant support needed to complete those efforts. Recommendation: Staff is seeking Committee approval to recommend this item to the Board of Directors at the June 8, 2017 Board meeting. MOTION: Carruth SECOND: Voigts VOTE: Unanimous



Foothill/Eastern Transportation Corridor Agency Board of Directors FROM: David Lowe, Chief Engineer SUBJECT: Fiscal Year 2018 Authorization for Design/Program Management and Specialty

Services San Joaquin Hills Transportation Corridor Agency Recommendation:

1. Authorize the Chief Executive Officer (CEO) to execute Amendment 4 to Contract No. K001065 with Corridor Management Group in the amount of $650,874 for Design, Program Management, Tolling and Specialty Consultant Services for Fiscal Year 2018.


Foothill/Eastern Transportation Corridor Agency Recommendation:

1. Authorize the Chief Executive Officer (CEO) to execute Amendment 4 to Contract No. K001065 with Corridor Management Group in the amount of $10,977,978 for Design, Program Management, Tolling and Specialty Consultant Services for Fiscal Year 2018.


BACKGROUND: The San Joaquin Hills Transportation Corridor Agency and the Foothill/Eastern Transportation Corridor Agencies (TCA) operate 51 miles of toll roads in Orange County, California that include the San Joaquin Hills Transportation Corridor (SR 73), the Foothill/Eastern Transportation Corridor (SR 241, SR 261 and parts of SR 133. The Toll Roads Capital Improvement Plan (CIP) includes various roadway expansions, interchanges and operational improvement projects as required to keep pace with increasing traffic demands and changing conditions, land uses and demographics.

FY2018 Authorization for Design/Program Management and Specialty Services File No. 2017J-024 June 8, 2017 Page 2 of 3

TCA employs a small in-house engineering staff with the philosophy that work is contracted out in order to maintain flexibility in project staffing. The design and program management consultant assists the Agencies by providing staff augmentation and technical expertise in planning, designing, managing, and delivering the CIP projects, as well as providing expertise and staff assistance in tolling systems and operations support. DISCUSSION: In January 2016, the Agencies authorized a five-year contract (with three one-year extensions) with Corridor Management Group (CMG) for design/program management services. The existing contract for these services currently has Board authorization through June 30, 2017. Staff has reviewed the Fiscal Year (FY) 2018 CIP and has developed a staffing plan and corresponding cost estimate for the projected work. Work anticipated in FY18 under the CIP includes completing final design on the 241/91 Express Connector Project, completing the Caltrans’ Project Initiation Document for the South County Mobility Improvement, evaluating the need for an interchange at SR 241 and Jeffrey Road, analyzing locations of congestion along The Toll Roads, and other activities identified in the table below requiring CMG staff support. The CMG team includes program and project managers, civil, structural, drainage and traffic engineers, specialists in tolling systems and other project support personnel. The estimates for FY18 include approximately fifty positions and include approximately 58,000 man-hours. BUDGET: Funding is included in the proposed Fiscal Year 2018 budget.

Fiscal Year 2018 Contract Authorization Request

No. Description F/E SJH Task Subtotal

1 Management Administration $864,216 $422,425 $1,286,641

2 Tolling Roadway, Systems and Operations Support

$105,073 $105,073 $210,146

3

Project Management, Technical Oversight and Design, Construction Management, Contract Management, Project Controls and Administration, and Specialty Services in support of CIP projects including:

· Los Patrones Parkway/Oso Bridge Project


· 241/91 Express Lanes Connector

· Signage/Toll Booth Removal

$10,008,689 $123,378 $10,132,065

FY 2018 Contract Authorization Request Total $10,977,978 $650,874 $11,628,052

5% Contingency Request Total $548,899 $32,544 $581,443

FY2018 Authorization for Design/Program Management and Specialty Services File No. 2017J-024 June 8, 2017 Page 3 of 3

CONCLUSION: The Agencies’ utilize design and program management consultant services for activities to augment TCA’s small in-house staff and provide the technical expertise for planning, design oversight and operational review activities. Staff has reviewed the Capital Improvement Plan workplan for FY2018 and identified the design/program management consultant support needed to complete those efforts. Attachment - PSR

PROCUREMENT SUMMARY REPORT File No. 2017J-024 Contract #: K001065 Task Order #: Authorization for FY 2018 Task Orders Title: Design/Program Management and Specialty Services Contractor: Corridor Management Group (joint venture-

WSP/HNTB) (Orange, CA) Subcontractor: Atkins, Overland Pacific & Cutler, DG Construction

Management, Coast Surveying, Lynn Capouya, Geosyntec, Terraken Geotechnical, Tom O’Malley

Procurement Process Type: Negotiated Task Orders Award Criteria: Within Initial Contract Term Price: Not-to-Exceed $11,628,852 Contingency: Not-to-Exceed $581,443 Notes: In January 2016, the Agencies authorized a five-year contract (with three one-year extensions) with Corridor Management Group for design/program management services. The existing contract for these services currently has Board authorization through June 30, 2017. Staff has reviewed the Fiscal Year 2018 capital improvement plan needs and has developed a staffing plan and corresponding cost estimate for the projected work. The unburdened hourly labor rates for employees increased by 1.7% per the contract’s annual CPI escalation. Contract No. K001065 Compensation:

SJHTCA F/ETCA TOTAL DESCRIPTION Task Order No. 1 $ 35,000 $ 50,000 $ 85,000 Right of Way Services Task Order No. 1 Rev. 1 $ 351,980 $ 900,680 $ 1,252,660 Program Management Services Task Order No. 2 $ 98,270 $ 197,351 $ 295,621 CSC Ops. RFP Support Task Order No. 2 Rev. 1 $ 71,777.63 ($ 26,487.63) $ 45,290 CSC Ops. RFP Support Task Order No. 3 $ 125,316 $ 125,316 Construction Q/C and Inspection Task Order No. 4 $ 194,650 $ 683,900 $ 878,550 Real Property Services Task Order No. 5 $ 2,036,207 $ 2,036,207 241 to I-5 Planning Services Task Order No. 6 $ 396,425 $ 396,425 Oso Bridge Project Services Task Order No. 6 Rev. 1 $ 241,903 $ 241,903 Oso Bridge Project Services Task Order No. 7 $ 919,746 $ 919,746 241/91 Connector Project

SJHTCA F/ETCA TOTAL DESCRIPTION Task Order No. 7 Rev. 1 ($ 241,903) ($ 241,903) 241/91 Connector Project Task Order No. 8 $ 87,903 $ 88,074 $ 175,977 Sign Enhancement Project Task Order No. 9 $ 120,442 $ 123,943 $ 244,385 Toll Booth Removal Project Task Order No. 10 $ 12,750 $ 12,250 $ 25,000 SBCTA Agreement Support Current NTE Amount $ 972,772.63 $ 5,507,404.37 $ 6,480,177 Proposed FY 18 Tasks $ 650,874 $ 10,977,978 $ 11,628,852 Revised NTE Amount $ 1,623,646.63 $ 16,485,382.37 $ 18,109,029

X SAN JOAQUIN HILLS BOARD OF DIRECTORS File No. 2017J-029 X FOOTHILL/EASTERN BOARD OF DIRECTORS BOARD MEETING DATE: June 8, 2017 SUBJECT: Adoption of the San Joaquin Hills Board of Directors and Foothill/Eastern Board of

Directors Regular Meeting Schedule for the period of August 2017 through August 2018.

STAFF RECOMMENDATION: San Joaquin Hills Transportation Corridor Agency Recommendation: Adopt Resolution No. S2017-03, which identifies the schedule of the regular meetings and start times for the San Joaquin Hills Transportation Corridor Agency to be held at the offices of the Agency located at 125 Pacifica, Irvine, CA 92618, for the period of August 2017 through August 2018. Foothill/Eastern Transportation Corridor Agency Recommendation: Adopt Resolution No. F2017-03, which identifies the schedule of the regular meetings and start times for the Foothill/Eastern Transportation Corridor Agency to be held at the offices of the Agency located at 125 Pacifica, Irvine, CA 92618, for the period of August 2017 through August 2018. SUMMARY: The Joint Exercise of Powers Agreement requires that the time and place of regular meetings of the Board of Directors shall be determined by resolution adopted by the Board. At the October 8, 2015, Board of Directors meetings, the Boards approved the concept for the convening of combined monthly Board meetings of the San Joaquin Hills and the Foothill/Eastern Transportation Corridor Agencies. At the December 8, 2016, Board of Directors Meeting, the Board approved a new start time of 9:30 a.m. for the regular meetings of the Boards to be held on the second Thursday of each month. After experimenting with the start time of the Joint Board Meetings at 9:30 a.m., staff recommends moving the start time back to 9:00 a.m. to limit time away from employment and allow Directors to take part in other commitments on the day of Board Meetings. Given there are instances when additional meeting dates and/or adjusted start times are needed to conduct the regular business of the Boards, the attached resolution identifies and adopts a full schedule of meeting dates and start times of regular Board of Director meetings for the period of August 2017 through August 2018. CONTRACTOR/CONSULTANT: N/A COST: N/A REPORT WRITTEN BY: Martha M. Ochoa, Clerk of the Board

(949) 754-3402 REVIEWED BY: Communications

Engineering Environmental

Finance Strategic Planning Toll Operations SUBMITTED BY: ____________________________________ Michael A. Kraman, Chief Executive Officer Attachments



ADOPTING A SCHEDULE OF REGULAR BOARD OF DIRECTORS MEETINGS FOR THE PERIOD OF AUGUST 2017 THROUGH AUGUST 2018

On motion of Board Member ________________, the following Resolution was adopted. WHEREAS, Section III, paragraph 3.4 of the Second Amended and Restated Joint Exercise of Powers Agreement creating the San Joaquin Hills Transportation Corridor Agency (“Agency”), requires the time and place of regular meetings of the Board shall be determined by resolution adopted by the Board; and that a copy of such resolution shall be furnished to each Party WHEREAS, Article II, 2.4 (c) of the Amended and Restated Administrative Code of the San Joaquin Hills Transportation Corridor Agency, requires regular meetings of the Board shall be held on such day and time of each month as shall be specified by motion of the Board, unless such day is a holiday, in which case the meeting shall be held on the next regular business day approved the by Board. NOW, THEREFORE the Board of Directors of the San Joaquin Hills Transportation Corridor Agency does resolve, declare, determine and order as follows:

1. The regular meetings of the San Joaquin Hills Transportation Corridor Agency

Board of Directors for August 2017 through August 2018 shall be held at the offices of the Agency located at 125 Pacifica, Irvine, CA 92618 according to the attached Schedule A.

This Resolution No. S2017-03 shall become effective immediately upon adoption. Adopted this 8th day of June 2017, by the Board of Directors of the San Joaquin Hills Transportation Corridor Agency. Ross Chun, Chair San Joaquin Hills Transportation Corridor Agency




ATTEST: I, Martha M. Ochoa, Clerk of the Board of the San Joaquin Hills Transportation Corridor Agency hereby certify that the foregoing Resolution No. S2017-03 was duly adopted on June 8, 2017, by the Board of Directors of the San Joaquin Hills Transportation Corridor Agency by the following vote:

Yes: No: Absent:

Abstain:

Martha M. Ochoa, Clerk of the Board San Joaquin Hills Transportation Corridor Agency


A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY ADOPTING A SCHEDULE OF REGULAR BOARD OF DIRECTORS MEETINGS FOR THE PERIOD OF

AUGUST 2017 THROUGH AUGUST 2018

SCHEDULE A

DATE START TIME

August 10, 2017 9:00 a.m.

September 14, 2017 9:00 a.m.

October 12, 2017 9:00 a.m.

November 9, 2017 9:00 a.m.

December 14, 2017 9:00 a.m.

January 11, 2018 9:00 a.m.

February 8, 2018 9:00 a.m.

March 8, 2018 9:00 a.m.

April 12, 2018 9:00 a.m.

May 10, 2018 9:00 a.m.

June 14, 2018 9:00 a.m.

July 12, 2018 9:00 a.m.

August 9, 2018 9:00 a.m.




On motion of Board Member __________________, the following Resolution was adopted. WHEREAS, Section III, paragraph 3.4 of the Second Amended and Restated Joint Exercise of Powers Agreement creating the Foothill/Eastern Transportation Corridor Agency (“Agency”), requires the time and place of regular meetings of the Board shall be determined by resolution adopted by the Board; and that a copy of such resolution shall be furnished to each Party. WHEREAS, Article II, 2.4 (c) of the Amended and Restated Administrative Code of the Foothill/Eastern Transportation Corridor Agency, requires regular meetings of the Board shall be held on such day and time of each month as shall be specified by motion of the Board, unless such day is a holiday, in which case the meeting shall be held on the next regular business day approved the by Board. NOW, THEREFORE the Board of Directors of the Foothill/Eastern Transportation Corridor Agency does resolve, declare, determine and order as follows:

1. The regular meetings of the Foothill/Eastern Transportation Corridor Agency

Board of Directors for August 2017 through August 2018 shall be held at the offices of the Agency located at 125 Pacifica, Irvine, CA 92618 according to the attached Schedule A.

This Resolution No. F2017-03 shall become effective immediately upon adoption. Adopted this 8th day of June 2017, by the Board of Directors of the Foothill/Eastern Transportation Corridor Agency. Ed Sachs, Chair Foothill/Eastern Transportation Corridor Agency




ATTEST: I, Martha M. Ochoa, Clerk of the Board of the Foothill/Eastern Transportation Corridor Agency hereby certify that the foregoing Resolution No. F2017-03 was duly adopted on June 8, 2017, by the Board of Directors of the Foothill/Eastern Transportation Corridor Agency by the following vote:

Yes: No: Absent: Abstain:

Martha M. Ochoa, Clerk of the Board Foothill/Eastern Transportation Corridor Agency

VM 5-29-17 DL 05-30-17 M. Chesney – 05/30/17


A RESOLUTION OF THE BOARD OF DIRECTORS OF THE FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY ADOPTING A

SCHEDULE OF REGULAR BOARD OF DIRECTORS MEETINGS FOR THE PERIOD OF AUGUST 2017 THROUGH AUGUST 2018

SCHEDULE A

DATE START TIME

August 10, 2017 9:00 a.m.

September 14, 2017 9:00 a.m.

October 12, 2017 9:00 a.m.

November 9, 2017 9:00 a.m.

December 14, 2017 9:00 a.m.

January 11, 2018 9:00 a.m.

February 8, 2018 9:00 a.m.

March 8, 2018 9:00 a.m.

April 12, 2018 9:00 a.m.

May 10, 2018 9:00 a.m.

June 14, 2018 9:00 a.m.

July 12, 2018 9:00 a.m.

August 9, 2018 9:00 a.m.

COMMITTEE TRANSMITTAL

DATE: June 8, 2017

TO: Members of Board of Directors

FROM: Samuel Johnson, Chief Toll Operations Officer

SUBJECT: Mailhouse Services – Contract Award

Joint Operations & Finance Committee Meeting - May 25, 2017

Present: Ross Chun, Ed Sachs, Lisa Bartlett, Peggy Huang, Fred Minagar, Joseph L. Muller, Scott Peotter, Charles Puckett, Christina Shea, Scott Voigts, Richard A. Viczorek, Alternate Denis Bilodeau, Alternate Cynthia Conners, Alternate Janine Heft

Absent: Tony Beall, Katrina Foley, Brian Maryott, Jose F. Moreno, Mark Murphy, Todd Spitzer, Sal Tinajero, Kathy Ward

Committee Discussion

Staff presented the Committee with the results of the Invitation for Bid (IFB) issued to procure Mailhouse Services. Information presented to the Committee included the annual mailing volumes, IFB results, and information about the winning bidder QuestMark.

The Committee had questions and discussions about annual mailing volumes, assurities on proposal pricing, postage costs and the impact of moving to paperless statements on the Mailhouse contract. Staff clarified that the volumes used are estimates and that pricing is locked at the individual item level for paper, envelopes, mailing, etc. Postage costs are not included in the contract value as it is required to be passed through to the agency at cost, without any markup. Staff also shared that the completed implementation of the paperless statements will result in some additional savings and was accounted for in the structure of the IFB pricing.

Recommendation: Staff is seeking Committee approval to present this item for consideration by the Board of Directors at the June 8, 2017 Board meeting.

SJHTCA: MOTION: Peotter SECOND: Minagar VOTE: Unanimous

F/ETCA: At the request of the Chair, this item was moved to be presented for consideration by the Board at the June 8, 2017 meeting.


DATE: June 8, 2017 TO: San Joaquin Hills Transportation Corridor Agency Board of Directors Foothill/Eastern Transportation Corridor Agency Board of Directors FROM: Alphan Turkeli, Customer Service Program Manager SUBJECT: Mailhouse Services – Contract Award STAFF RECOMMENDATION: San Joaquin Hills Transportation Corridor Agency Recommendation: 1. Authorize the Chief Executive Officer (CEO) to execute a three-year contract, plus two one-

year extensions, with QuestMark Information Management Inc (QuestMark) for printing and mailing services. The combined cost for the Agencies on a not-to-exceed basis is $1,200,000 with the actual cost allocable to each Agency being determined annually based on reasonable assumptions and methodology.

2. Authorize the CEO to make additional changes deemed necessary and execute future contract amendments not to exceed an amount within ten percent ($120,000) of the contract value as allocated to each Agency without further Board of Director’s action.


1. Authorize the Chief Executive Officer (CEO) to execute a three-year contract, plus two one-year extensions, with QuestMark for printing and mailing services. The combined cost for the Agencies on a not-to-exceed basis is $1,200,000 with the actual cost allocable to each Agency being determined annually based on reasonable assumptions and methodology.

2. Authorize the CEO to make additional changes deemed necessary and execute future contract amendments not to exceed an amount within ten percent ($120,000) of the contract value as allocated to each Agency without further Board of Director’s action.

Mailhouse Services – Contract Award File No. 2017J-020 Page 2 of 4 June 8, 2017

BACKGROUND: The Agencies distribute approximately 4.5 million statements, letters and notices to customers and violators annually in support of daily customer service operations. Currently QuestMark provides bulk printing and mailing services for the San Joaquin Hills and Foothill/Eastern Transportation Corridor Agencies (TCA). The pricing model has provided an effective way for staff to manage expenditures as costs associated with the contract are based on actual printed and mailed pieces, which vary based on the document type, number of pages, etc. The current contract term with QuestMark is expiring on June 30, 2017, requiring re-procurement of the services. Staff recently completed an Invitation For Bid (IFB) to identify the lowest responsive and qualified bidder to provide the requested services. DISCUSSION: Staff foresees an ongoing need and benefit in using a contracted mailhouse to provide bulk printing and mailing services for the millions of statements, notices and letters sent to customers each year either in the form of required account communication or notices of toll evasion. Staff plans to end its process of mailing statements in Fiscal Year 2018, which will reduce the costs associated with that portion of the services. As part of the Agencies’ continuous efforts to contain costs and streamline processes, staff is shifting the in-house production and mailing of infrequent customer correspondences to the mailhouse contractor. To date, the mailhouse service has only been used for large batch submittals that occur on a fairly consistent schedule. Staff identified that labor efficiencies and cost savings could be attained by also using the mailhouse for smaller batches that occur on an infrequent basis as this could be automated instead of the current manual in-house processes. As daily batches of correspondences are triggered along with the scheduled productions of letters and violation notices, the data is sent to the mailhouse for processing. Upon receipt of data from the Agency’s backoffice system, the new mailhouse contractor handles the printing and mailing of items using TCA approved formats. TCA will pay the contractor for the cost of paper, printing, envelopes and mailing of the associated items at the contracted rates. The printing and mailing services also include the as-needed insertion of Agency specified inserts, mounting strips and postage-paid envelopes for certain correspondences.. Postage for the mailings is processed through the contractor as a pass-through cost. Selection Process & Results In April 2017, TCA issued an Invitation for Bids (IFB) for firms to provide bulk printing and mailing services. Eight responsive bids were submitted as noted in the table below and the attached Procurement Summary Report. Each bidder was required to provide unit level pricing for each element (printed paper with specified weight, envelope type, etc). This unit pricing varied amongst the proposers and resulted in a wide pricing spread. The lowest responsive and responsible bid was provided by QuestMark based on the estimated item volumes provided by TCA in the IFB for 16 different document packages with various quantities of printed pages and envelopes. Payments to the selected provider will be based on the actual volumes of printings and mailings requested by TCA as is provided for under the current contract.


Proposer Pricing

CONTRACTOR NAME SUBCONTRACTORS RANKING PRICE QuestMark Information Management, Inc. HQ - Houston, TX, Office in Irvine, CA

None 1 $ 396,919.70

InfoSend, Inc. Anaheim, CA None 2 $ 484,359.65

Electronic Output Solutions Vista, CA None 3 $ 501,168.85

Datamatx, Inc. Atlanta, GA None 4 $ 577,504.16

The Data Center, LLC Salt Lake City, UT None 5 $ 692,078.00

Power Direct Marketing Mission Viejo, CA None 6 $ 702,170.85

Ricoh USA, Inc. Irvine, CA None 7 $ 858,335.20

L & D Mail Masters, Inc. New Albany, IN None 8 $ 1,113,504.60

QuestMark Information Management, Inc QuestMark Inc. located in Houston, TX, is qualified to perform the services and has agreed to meet all performance and general contract requirements specified in the IFB. They have 23 years of previous experience performing bulk printing and mailhouse services and are currently providing services to TCA as well as other tolling authorities such as North Texas Tollway Authority, Oklahoma Turnpike Authority, and Harris County Toll Road Authority who have similar scope,volumes and requirements. QuestMark has met all performance requirements to date and staff is confident they will continue to do so. BUDGET: Funding of $1,200,000 for the three years of services will be included in the proposed FY 2018 through FY 2020 budgets based on projected volumes. SUMMARY: Printing and mailing of customer correspondences, invoices, statements and violation notices is a significant task for the Agencies. Utilization of a mailhouse provider with full service printing and mailing experience provides the Agencies the most efficient means of completing this task. The contract with the current provider is expiring and staff conducted a competitive procurement to contract for ongoing services. QuestMark Inc is the lowest responsive and responsible bidder and is experienced in providing the requested services for clients with similar needs and volumes. Based on the staff's analysis of bid results and given that QuestMark has been successfully providing these services to TCA for the last 4 years, staff is confident that these services can be


provided for the price proposed. Staff recommends awarding QuestMark Inc a three-year contract with a combined not-to-exceed value of $1,200,000 plus two one-year extension options for printing and mailhouse services. Attachment: Procurement Summary Report

PROCUREMENT SUMMARY REPORT File No. 2017J-020 Contract #: K001168 Title: Printing and Mail House Services Recommend Award To: QuestMark Information Management, Inc. (Houston, TX) Procurement Process Type: Invitation for Bid Award Criteria: Lowest Responsive Bid Price: Not-to-Exceed $1,200,000 Contingency: Not-to-Exceed $120,000 Vendor Sourcing: The Agencies’ Contracts Department posted IFB No. K001168 on the Agencies’ PlanetBids e-procurement system. Thirty-eight firms expressed interest in this procurement and eight firms submitted responsive bids. IFB No. K001168 required bidders to meet minimum qualifications. Bid Results:

CONTRACTOR NAME SUBCONTRACTORS RANKING PRICE QuestMark Information Management, Inc. Houston, TX None 1 $ 396,919.70

InfoSend, Inc. Anaheim, CA None 2 $ 484,359.65

Electronic Output Solutions Vista, CA None 3 $ 501,168.85

Datamatx, Inc. Atlanta, GA None 4 $ 577,504.16

The Data Center, LLC Salt Lake City, UT None 5 $ 692,078.00

Power Direct Marketing Mission Viejo, CA None 6 $ 702,170.85

Ricoh USA, Inc. Irvine, CA None 7 $ 858,335.20

L & D Mail Masters, Inc. New Albany, IN None 8 $ 1,113,504.60

Contract Notes:

· The contract utilizes unit pricing for both printing materials and mailing services. · The contract contains indemnification language previously approved by legal counsel.

COMMITTEE TRANSMITTAL DATE: June 8, 2017 TO: Members of Board of Directors FROM: Lisa Telles, Chief Communications Officer SUBJECT: Joint Communications & Marketing Committee – March 23, 2017 Present: Christina Shea (Chair), Tony Beall (Vice-Chair), Ross Chun, Chuck Puckett,

Ed Sachs Absent: Melody Carruth, Mark Murphy Committee Discussion Marketing Presentation

(Lisa Ganz, Manager Marketing & Communications) Members of the DB&M Media team were introduced and staff provided an overview of their contract and scope of work. The three-year marketing campaign has the following goals:

· Increase transactions (ridership) and revenue

· Generate new accounts

· Build overall awareness and education of The Toll Roads - How to use and how to pay - Benefits of an account

DB&M Media then presented the work plan for FY18 that will continue to focus on new account growth through the conversion of One-Time-Toll customers to ExpressAccounts and and including additional account information in violation notices. The FY18 marketing plan will also focus on communicating value to existing accountholdes to encourage increased ridership and educating visitors and tourists on that there are toll roads in Orange County and how to use them. DB&M Media shared new “SighAlert” TV and outdoor creative that was launched in May. The agency highlighted their planned strategic services support to help with customer communications, ExpressAccount branding and 6C planning. The FY18 proposed budget of $1,300,000 as well as draft media spend by category were shared with the committee to highlight the various marketing channels and key performance indicators were identified to monitor ad track results.


DATE: June 8, 2017 TO: San Joaquin Hills Transportation Corridor Agency Board of Directors Foothill/Eastern Transportation Corridor Agency Board of Directors FROM: Lisa Ganz, Manager, Marketing and Communications SUBJECT: Marketing Services STAFF RECOMMENDATIONS: San Joaquin Hills Transportation Corridor Agency Recommendation: Authorize the CEO to execute Amendment 1 to Contract No. K001076 with DB&M Media in the amount of $650,000 for marketing services through June 30, 2018. Foothill/Eastern Transportation Corridor Agency Recommendation: Authorize the CEO to execute Amendment 1 to Contract No. K001076 with DB&M Media in the amount of $650,000 for marketing services through June 30, 2018. BACKGROUND: Marketing and paid advertising are integral components to The Toll Roads’ communication, awareness and education efforts to build ridership and revenue on the 51-mile toll road network. The Toll Roads marketing programs are designed to stimulate the daily decision to drive The Toll Roads. Understanding the benefits of a FasTrak® and ExpressAccount® encourages new account growth. Awareness of tolling system and options to pay electronically help to generate ridership and reduce the number of violations issued. With more than 48 million visitors coming to Orange County annually, the marketing efforts help to inform visitors that there are toll roads in Orange County and educates them on how to pay online using the One-time-Toll® payment option. Marketing efforts contribute to The Toll Roads overall positive year-to-date results. As of April 30, 2017, combined transactions have increased 3.4 percent, combined revenue has increased 4.3 percent and new accounts have increased 16.5 percent through the same period in FY16.

Marketing Services File No. 2017J-026 June 8, 2017 Page 2 of 4

Procurement and Scope of Work The Transportation Corridor Agencies (TCA) outsources marketing, creative and media buying services and conducted a competitive procurement in FY 2016. The Request for Proposals (RFP) sought the services of a full-service marketing and advertising agency to develop a three-year strategic marketing plan to increase education and awareness of The Toll Roads with the goals to: reinforce the value of driving The Toll Roads to current accountholders, promote FasTrak and ExpressAccount sign ups, and reach out to visitors and tourists to build awareness about paying online with the One-Time-Toll option. The procurement resulted in the Boards awarding a three-year contract with two one-year extension options to DB&M Media, Inc. The scope of work includes strategic planning, creative and design services, advertising production, planning and procurement of media, account management and general administration support. The Agencies pay a fixed monthly service fee plus a markup on media buys. Funding for the contract is approved by the Boards of Directors on an annual basis. DB&M Media, Inc. DB&M Media was founded in late 2001. It is a full-service advertising and promotions firm based in Costa Mesa with an expertise in understanding consumer behaviors and media habits across the U.S. The founders of DB&M Media live in Orange County, are TCA accountholders, travel The Toll Roads regularly and come from traditional and digital media backgrounds in radio, print and network syndication. They specialize in developing strategic and integrated marketing plans that grow and change throughout the year along with the business. DISCUSSION: FY 2018 Marketing Initiatives FY18 represents the second year of the three-year marketing plan and staff is seeking the approval of Amendment 1 to fund the FY18 marketing work plan. The marketing plan will be a continuation of the Enjoy the Drive campaign. The plan includes reaching existing FasTrak and ExpressAccount customers as well as new or, local One-Time-Toll users and potential travelers from out of town. These audiences have different reasons and considerations for using The Toll Roads:

FasTrak and ExpressAccount customers – the goal is to garner increased usage with continued communication of the value proposition – time savings, predictability, convenience. The campaign reminds customers that time wasted in traffic can cost them in lost personal time, lost time with friends or family and missing out on special once-in-a-lifetime events. New/One-Time-Toll customers and visitors – the goal is to increase awareness and educate this audience on that there are toll roads in Orange County and how to pay, as well as illustrate what it’s actually like to drive the roads to ease the fear of trail for unsure drivers. Most of the advertising efforts to this group have calls to


actions that drive people to the website to learn about options for how to pay and signing up for an account.

In FY18 DB&M will also provide strategic support to convert Violators and One-Time-Toll customers to an account and will participate in planning for the 6C sticker tag roll out scheduled for FY19. BUDGET: Staff is recommending a $1.3 million budget for the second year of the three-year contract ($650,000 per Agency). This budget amount is consistent with the FY17 budget. The majority of the budget is allocated to the purchase of paid media advertising. The following is a breakdown of the FY18 expenditures:

$1,014,000 Media placement for ads that will run online, radio and traffic radio, network and cable TV and billboards and transit wraps.

$26,000 2.5% of media to cover media planning, negotiating, buying, reconciliations

posting/analysis and trafficking of creative. $104,000 Estimated hard costs including production management, outside printing

costs, casting, talent, location services are pass-through costs with no mark up. If not spent, the balance will be shifted to paid media.

$156,000 Compensation includes all marketing strategy, research and development,

graphic design and copywriting, account management, budgeting, accounting, billing, translation services, analytics, and reporting, digital and social media management and recommendations, pixel placements and analysis.

$1.3 million TOTAL FY 2018


The multi-media mix plan to reach these audiences will continue with radio and traffic sponsorships; bus wraps; bus shelter banners; a billboard; network and cable TV ads; and a strong online and mobile presences with digital display ads, video pre-roll and social media ads. The following is a breakdown of how the media budget was allocated in FY17 and plans for allocation in FY18. The percent of the budget going toward media placement is slightly higher in FY18 due to the production of one additional creative execution instead of two. Funds for the second year of the Marketing Services contract are included in the proposed FY18 budget. Funding for future contract years will return to the Boards for approval annually. This item was presented to the Joint Communications and Marketing Committee on March 23, 2017. CONCLUSION: Marketing and paid advertising are integral components to the Agencies’ communications operations efforts. Marketing is used to inform drivers on how to use and how to pay, as well as to educate and build awareness of the value of The Toll Roads. This amendment will fund the second year of the three-year marketing plan which includes creative services, production of ads, media placement and analytics provided by DB&M Media.

Radio/ Traffic 24%

Billboards/ Transit

15%

Digital Media36%

Network/ Cable TV

25%

Estimated FY17 Media Breakdown$979,000

Radio/ Traffic 24%

Billboards/ Transit

15%

Digital Media

36%

Network/ Cable TV

25%

Proposed FY18 Media Breakdown$1,014,000

PROCUREMENT SUMMARY REPORT File No. 2017J-026 Contract #: K001076 Amendment #: A1 Title: Marketing and Advertising Services Consultant: DB&M Media, Inc., Costa Mesa, CA Subconsultant: None Procurement Process Type: Negotiated Amendment Award Criteria: Year Two of the Contract’s Three-Year Term Price: Not-to-Exceed $1,300,000 Contingency: $0 Notes: Contract No. K001076’s three-year term commenced July 1, 2016 and will end June 30, 2019. FY18 will be the second year of that three-year term. Per the Contract’s commercial terms, the parties establish each fiscal year’s NTE value prior to commencement of each fiscal year. Amendment No. 1 sets FY18’s NTE value at $1,300,000. Amendment No. 1 does not revise any other Contract terms and conditions. Contract No. K001076 Compensation:

SJHTCA F/ETCA TOTAL DESCRIPTION Original NTE Amount $650,000 $650,000 $1,300,000 FY17 Marketing &

Advertising Services Proposed Amendment No. 1 $650,000 $650,000 $1,300,000 FY18 Marketing &

Advertising Services Revised NTE Amount $1,300,000 $1,300,000 $2,600,000

X SAN JOAQUIN HILLS BOARD OF DIRECTORS File No. 2017J-027 X FOOTHILL/EASTERN BOARD OF DIRECTORS

BOARD MEETING DATE: June 8, 2017

SUBJECT: State and Federal Legislative Advocacy Services

STAFF RECOMMENDATION:


Authorize the CEO to execute Amendment No. 5 to Contract No. K000872 with Robert W. Naylor Advocacy in an amount not-to-exceed $32,640 for services through June 30, 2018.

Authorize the CEO to execute Amendment No. 6 to Contract No. K000655 with Akin Gump Strauss Hauer and Feld, LLP in an amount not-to-exceed $24,000 for services through June 30, 2018.


Authorize the CEO to execute Amendment No. 5 to Contract No. K000872 with Robert W. Naylor Advocacy in an amount not-to-exceed $48,960 for services through June 30, 2018.

Authorize the CEO to execute Amendment No. 6 to Contract No. K000655 with Akin Gump Strauss Hauer and Feld, LLP in an amount not-to-exceed $396,000 for services and $25,000 for expenses through June 30, 2018.

SUMMARY:

Staff recommends the Boards authorize Amendment No. 5 to Contract No. K000872 with Robert W. Naylor Advocacy in an amount not-to-exceed $32,640 for the San Joaquin Hills Transportation Corridor Agency and $48,960 for the Foothill/Eastern Transportation Corridor Agency for state legislative advocacy and strategic counseling services through June 30, 2018.

Staff recommends the Boards authorize Amendment No. 6 to Contract No. K000655 with Akin Gump Strauss Hauer and Feld, LLP in an amount not-to-exceed $24,000 for the San Joaquin Hills Transportation Corridor Agency and $396,000 for services and $25,000 for expenses for the Foothill/Eastern Transportation Corridor Agency for federal advocacy and legal services through June 30, 2018.

CONTRACTOR/CONSULTANT: Robert W. Naylor Advocacy Akin Gump Strauss Hauer & Feld, LLP

REVISED June 8, 2017

ITEM # 17

TRANSMITTAL DATE: June 8, 2017 TO: Members of the San Joaquin Hills Board of Directors Members of the Foothill/Eastern Board of Directors FROM: Barbie Daly, Director of Government & Legislative Affairs SUBJECT: State and Federal Legislative Advocacy Services Joint Strategic Planning Ad Hoc Committee – April 27, 2017 Present: Ed Sachs (Chair), Ross Chun (Vice Chair), Lisa Bartlett, Melody Carruth,

Christina Shea, Todd Spitzer Absent: Peggy Huang, Mark Murphy Committee Discussion 1. Strategic Planning Department Initiatives and Annual Contracts for FY 18 (Barbie Daly, Director of Government & Legislative Affairs) Staff presented the committee with a list of contracts within the Strategic Planning department that will be coming before the Boards as part of the FY 18 budget. The consultants were present to provide an update on accomplishments in FY 17 and what their focus will be in FY 18. Operations and Finance Committee – May 25, 2017 Present: Lisa Bartlett, Ross Chun, Fred Minagar, Scott Peotter, Richard Viczorek,

Cynthia Conners (for Bert Hack), Janine Heft (for Melody Carruth), Peggy Huang, Joseph Muller, Chuck Puckett, Ed Sachs, Christina Shea, Scott Voigts, Denis Bilodeau (for Shawn Nelson)

Absent: Katrina Foley, Tony Beall, Brian Maryott, Jose Moreno, Mark Murphy, Todd

Spitzer, Sal Tinajero, Kathy Ward

Committee Discussion Staff presented the state and federal legislative advocacy contracts that were up for renewal; Robert W. Naylor Advocacy and Akin Gump Strauss Hauer and Feld, LLP. An overview of the FY 17 goals and achievements was provided as well as a preview of the key areas of focus for FY 18. There was discussion about the contract values and scope-of-work for each consultant. Recommendation: Staff is seeking Committee approval to recommend this item to the Board of Directors at the June 8, 2017 Board meeting. SJHTCA F/ETCA MOTION: Sachs MOTION: Sachs SECOND: Bartlett SECOND: Puckett VOTE: Unanimous VOTE: Unanimous


DATE: June 8, 2017 TO: San Joaquin Hills Transportation Corridor Agency Board of Directors Foothill/Eastern Transportation Corridor Agency Board of Directors FROM: Barbie Daly, Director of Government and Legislative Affairs SUBJECT: State and Federal Legislative Advocacy Services STAFF RECOMMENDATION: San Joaquin Hills Transportation Corridor Agency Recommendation: Authorize the CEO to execute Amendment No. 5 to Contract No. K000872 with Robert W. Naylor Advocacy in an amount not-to-exceed $32,640 for services through June 30, 2018. Authorize the CEO to execute Amendment No. 6 to Contract No. K000655 with Akin Gump Strauss Hauer and Feld, LLP in an amount not-to-exceed $24,000 for services through June 30, 2018. Foothill/Eastern Transportation Corridor Agency Recommendation: Authorize the CEO to execute Amendment No. 5 to Contract No. K000872 with Robert W. Naylor Advocacy in an amount not-to-exceed $48,960 for services through June 30, 2018. Authorize the CEO to execute Amendment No. 6 to Contract No. K000655 with Akin Gump Strauss Hauer and Feld, LLP in an amount not-to-exceed $396,000 for services and $25,000 for expenses through June 30, 2018. BACKGROUND: State and federal legislative advocacy and consulting services are necessary due to the many legislative and regulatory issues associated with planning, financing and building infrastructure and the continued operation of the existing toll roads. The Transportation Corridor Agency’s (TCA) primary legislative objective is to build relationships and monitor legislation and regulations that could impact the Agencies’ ability to operate The Toll Roads efficiently or advance its projects.

State and Federal Legislative Advocacy Services File No. 2017J-027 June 8, 2017 Page 2 of 4

On February 9, 2017, the San Joaquin Hills and Foothill/Eastern Transportation Corridor Agencies Boards of Directors adopted the 2017/2018 State Legislative Platform, which provides guidelines and serves as the basis for TCA staff and legislative consultants to advocate on behalf of the Agencies and outlines the high priority areas for concentration throughout the year. This session, a record number of nearly 2,500 bills were introduced. Of that number, TCA staff and legislative advocates have identified 33 bills for the 2017 State Legislative Watch List, two of which are of significant interest to TCA and represent a large focus of the advocacy efforts. In order to achieve the mission of the Agencies, TCA has contracted with firms for legislative advocacy services since 1987. Currently, Robert W. Naylor Advocacy represents the Agencies in Sacramento while Akin Gump Strauss Hauer and Feld, LLP (Akin Gump) provides legislative advocacy services in Washington D.C. DISCUSSION: The legislative and regulatory processes are complicated and oftentimes political requiring unique expertise to navigate the system. As such, staff is recommending the approval of these firms to continue their work on behalf of the Agencies in Sacramento and Washington, D.C. Robert W. Naylor Advocacy Robert Naylor is a veteran and respected Sacramento lobbyist with exceptional relationships with both Republicans and Democrats. Mr. Naylor has been working with California lawmakers and gubernatorial administrations for more than 30 years and has served as a legislative advocate for 22 of those years. Mr. Naylor also served in the California Assembly for eight years. He has represented transportation clients in both the public and private sectors for more than 20 years, focusing on the California Transportation Commission, the Department of Transportation (Caltrans), and a number of regional transportation agencies. He has a thorough understanding of transportation issues and recent reform efforts. Mr. Naylor was hired in August 2013 to specifically deal with legislation that could potentially harm the Agencies. Since that threat subsided, Mr. Naylor has been supplementing TCA’s legislative efforts in Sacramento. In addition, he is part of the strategic team working to address mobility in South Orange County. In FY 17, Mr. Naylor, in conjunction with Richard Harris of Nossaman, was able to secure the passage of AB 516, the temporary license plate bill that will go into effect in January of 2019. This was a multi-year effort that, when implemented, will address the annual loss of revenue due to individuals using toll facilities without a license plate. The Agencies’ combined lost revenue in


calendar year 2016 was $10.5 million. Mr. Naylor was also the Agency’s key legislative advocate in Sacramento for the South Orange County Mobility Improvement Program. In FY18, Mr. Naylor will maintain his lead role in the Agency’s Sacramento strategy regarding the TCA’s efforts to provide mobility relief in South Orange County. He will also continue to focus on legislative issues pertaining to both Agencies. Staff recommends approval of a one-year contract amendment with Robert W. Naylor Advocacy in a not-to-exceed amount of $81,600 through June 30, 2018. Akin Gump Strauss Hauer and Feld, LLP Akin Gump was selected through a competitive bid process to represent TCA in Washington, D.C. in 2011. Susan Lent, a lawyer and partner within the firm, leads Akin Gumps’ transportation practice and is TCA’s primary contact. Ms. Lent served as counsel to the Subcommittee on Surface Transportation and as counsel for investigations and oversight to the House Committee on Transportation and Infrastructure. She is our daily contact on the Akin Gump team and attends monthly consultant and Board Ad Hoc Committee meetings at TCA. Ms. Lent is supported by former Congressmen Vic Fazio and Bill Paxon; former California State Assembly Member and California Transportation Commissioner Dario Frommer; Ian Shavitz, Senior Counsel representing clients on environmental and regulatory issues; Geoff Verhoff, Senior Advisor and regional Vice Chair to the Republican National Committee and Hunter Bates, Partner and former Chief of Staff to former Majority Leader Mitch McConnell. Since its passage in late 2015, Ms. Lent has been closely monitoring the implementation of the Fixing America’s Surface Transportation (FAST) Act that included several environmental streamlining provisions that were the direct result of her efforts working with the House and Senate Transportation Committee staff. Although TCA does not operate with federal funds, the Agencies are required to follow federal laws to include the National Environmental Policy Act (NEPA) among others. Since Caltrans maintains The Toll Roads, policies impacting federal funding for infrastructure projects in California also have implications for the Agencies, which Ms. Lent continues to monitor. During the first half of FY 17, Ms. Lent and her colleagues, Dario Frommer and Ian Shavitz, worked with the strategic consulting team and Nossaman on the landmark settlement agreement signed by the Foothill/Eastern Board of Directors in November 2016 providing legal counseling services. In FY18, Akin Gump will continue their federal legislative advocacy and legal services on behalf of the Agencies. Mr. Shavitz will provide legal assistance with the NEPA process; Mr. Frommer will assist with the Office of Governor Brown and state agencies; and Ms. Lent, with the support


of the team listed above, will continue to lead the federal efforts of the strategic consulting team pertaining to the South Orange County Mobility Improvement Program. Staff recommends approval of a one-year contract amendment with Akin Gump Strauss Hauer and Feld, in a not-to-exceed amount of $445,000 through June 30, 2018. BUDGET: These contract amendments provide staff with continued legislative support in both Sacramento and Washington, D. C. Funding for the Foothill/Eastern Transportation Corridor Agency is higher due to the Agencies’ capital improvement program. Funding for these contracts is included in the proposed FY 18 budget. CONCLUSION: Staff recommends the Boards authorize Amendment No. 5 to Contract No. K000872 with Robert W. Naylor Advocacy in an amount not-to-exceed $32,640 for the San Joaquin Hills Transportation Corridor Agency and $48,960 for the Foothill/Eastern Transportation Corridor Agency for state legislative advocacy and strategic counseling services through June 30, 2018. Staff recommends the Boards authorize Amendment No. 6 to Contract No. K000655 with Akin Gump Strauss Hauer and Feld, LLP in an amount not-to-exceed $24,000 for the San Joaquin Hills Transportation Corridor Agency and $396,000 for services and $25,000 for expenses for the Foothill/Eastern Transportation Corridor Agency for federal advocacy and legal services through June 30, 2018.

PROCUREMENT SUMMARY REPORT File No. 2017J-027 Contract #: K000872 Amendment #: A5 Title: Professional Services Consultant: Robert W. Naylor Advocacy (Sacramento, CA) Subconsultant: None Procurement Process Type: Negotiated Amendment Award Criteria: Continuity of Service Price: Not-to-Exceed $81,600 Contingency: $0.00 Notes: Amendment No. 5 will authorize Consultant to maintain his lead role in the Agency’s Sacramento strategy regarding the TCA’s efforts to provide mobility relief in South Orange County. He will also continue to focus on legislative issues pertaining to both Agencies. The current retainer for services will be increased from $5,000 a month to $6,500 a month and not-to-exceed expenses of $ 300 per month remain unchanged. Contract No. K000872 Compensation:

F/ETCA SJHTCA TOTAL DESCRIPTION Original NTE Amount $ 25,000 $0 $ 25,000 Consulting Services Previous Amendments $ 200,800 $15,000 $ 215,800 Continuation of services Current NTE Amount $225,800 $15,000 $240,800 Proposed Amendment No. 5 $48,960 $32,640 $81,600 Continuation of services Revised NTE Amount $274,760 $47,640 $322,400

PROCUREMENT SUMMARY REPORT File No. 2017J-027 Contract #: K000655 Amendment #: 6 Title: Federal Legislative Advocacy and Consulting Services Consultant: Akin Gump Strauss Hauer & Feld LLP (Washington, DC) Subconsultant: None Procurement Process Type: Negotiated Amendment Award Criteria: Continuity of Service Negotiated Price: Not-to-Exceed $445,000 Contingency: $0.00 Notes: Amendment No. 6 will authorize Consultant to continue their federal legislative advocacy and legal services on behalf of the Agencies. Consultant will provide legal assistance with the NEPA process, assist with the Office of Governor Brown and state agencies; and continue to lead the federal efforts of the strategic consulting team pertaining to the South Orange County Mobility Improvement Program. The current monthly retainer of $35,000 and expenses NTE $25,000 annually remain unchanged. Contract No. K000655 Compensation:

F/ETCA SJHTCA TOTAL DESCRIPTION Original NTE Amount $ 270,713.30 $ 15,286.70 $ 286,000.00 F12 Consulting Services Amendment No. 1 $ 311,000.00 $ 24,000.00 $ 335,000.00 F13 Consulting Services Amendment No. 2 $ 301,000.00 $ 24,000.00 $ 325,000.00 F14 Consulting Services Amendment No. 3 $ 301,000.00 $ 24,000.00 $ 325,000.00 F15 Consulting Services Amendment No. 4 $ 301,000.00 $ 24,000.00 $ 325,000.00 F16 Consulting Services Amendment No. 5 $ 421,000.00 $ 24,000.00 $ 445,000.00 F17 Consulting Services Current NTE Amount $1,905,713.30 $135,286.70 $2,041,000.00 Proposed Amendment No. 6 $ 421,000.00 $ 24,000.00 $ 445,000.00 F18 Consulting Services Revised NTE Amount $2,326,713.30 $159,286.70 $2,486,000.00

1 5/31/2017

COMMITTEE TRANSMITTAL DATE: June 08, 2017 TO: Members of San Joaquin Hills Board of Directors Members of the Foothill/Eastern Board of Directors FROM: Mike Chesney, Chief Strategy Officer SUBJECT: Strategic Planning Consulting Services Joint Strategic Planning Ad Hoc Committee Meeting – March 23, 2017 Present: Ed Sachs (Chair), Lisa Bartlett, Christina Shea, Absent: Melody Carruth, Ross Chun (Vice Chair), Peggy Huang, Mark Murphy,

Todd Spitzer Joint Strategic Planning Ad Hoc Committee Meeting – April 27, 2017 Present: Ed Sachs (Chair), Ross Chun (Vice Chair), Lisa Bartlett, Melody Carruth,

Christina Shea, Todd Spitzer Absent: Peggy Huang, Mark Murphy Committee Discussion

1. Strategic Planning Department Initiatives and Annual Contracts for FY 18 (Mike Chesney, Chief Strategy Officer)

Staff presented the Committee with a list of contracts within the Strategic Planning Department that will be coming before the Boards as part of the FY 18 budget. The consultants were present to provide an update on accomplishments in FY 17 and what their focus will be in FY 18.

Joint Operations and Finance Committee Meeting – May 25, 2017 Present: Lisa Bartlett, Ross Chun, Fred Minagar, Scott Peotter, Richard Viczorek,

Cynthia Conners (for Bert Hack), Janine Heft (for Melody Carruth), Peggy Huang, Joseph Muller, Chuck Puckett, Ed Sachs, Christina Shea, Scott Voigts, Denis Bilodeau (for Shawn Nelson)

Absent: Katrina Foley, Tony Beall, Brian Maryott, Jose Moreno, Mark Murphy, Todd

Spitzer, Sal Tinajero, Kathy Ward Committee Discussion

1. Strategic Planning Department Initiatives and Annual Contracts for FY 18 (Mike Chesney, Chief Strategy Officer)

Staff presented the Committee with a list of contracts within the Strategic Planning Department that will be coming before the Boards as part of the FY 18 budget. There was discussion about the contract values and scope-of-work for each consultant. Recommendation: Staff is seeking Committee approval to present this item for consideration by the Board of Directors at the June 8, 2017 Board meeting. F/ETCA MOTION: Voigts SECOND: Shea VOTE: Passed Director Bartlett recused herself and did not participate in this item. Director Peotter was not present for the vote.


DATE: June 8, 2017 TO: Foothill/Eastern Transportation Corridor Agency Board of Directors FROM: Mike Chesney, Chief Strategy Officer SUBJECT: Strategic Planning Consulting Services STAFF RECOMMENDATION:

1. Authorize the CEO to execute Task Order No. 3 for Contract No. K000983 with Venture Strategic, Inc. (Irvine, CA) for a not-to-exceed amount of $1,800,000 for services through June 30, 2018.

2. Authorize the CEO to execute Amendment No. 06 for Contract No. K000859 with Richard Katz Consulting, Inc. (Studio City, CA) for a not-to-exceed amount of $93,600 for services through June 30, 2018.

3. Authorize the CEO to execute Amendment No. 07 for Contract No. K000775 with Latimer

Partners, LLC (Santa Monica, CA) for a not-to-exceed amount of $63,600 for services through June 30, 2018.

4. Authorize the CEO to execute Amendment No. 14 for Contract No. K000062 with Packard

Government Affairs (Carlsbad, CA) for a not-to-exceed amount of $60,000 for services through June 30, 2018.

5. Authorize the CEO to execute Amendment No. 23 for Contract No. K000057 with Barrios

and Associates, LLC/Communications Lab (Orange, CA) for a not-to-exceed amount of $360,000 for services through June 30, 2018.

6. Authorize the CEO to execute Task Order No. 03 for Contract No. K001009 with Sharon

Browning and Associates (Pacific Palisades, CA) for a not-to-exceed amount of $36,000 for services through June 30, 2018.

7. Authorize the CEO to execute Amendment No. 02 for Contract No. K001090 with Kit Cole Consulting (Glendale, CA) for a not-to-exceed amount of $72,000 for services through June 30, 2018.

8. Authorize the CEO to execute Contract No. K001162 with Curt Pringle and Associates (Anaheim, CA) for a not-to-exceed amount of $72,000 for services through June 30, 2018.

BACKGROUND:

Strategic Consultant Contracts File No. 2017F-019 June 8, 2017 Page 2 of 8

Providing traffic relief in South Orange County is a high priority for the Foothill/Eastern Transportation Corridor Agency Board of Directors (TCA). This priority reflects the need for additional mobility, especially with the forecasted growth in employment and population of 290,000 additional jobs and 400,000 more residents countywide by 2035. The goal of solving the mobility issues in the South Orange County area, particularly the congestion problem on the Interstate 5 (I-5) Freeway, is a regional issue requiring a countywide and Southern California partnership approach. It involves a diverse set of stakeholders including: the business community; regional transportation agencies; regulatory and resource agencies; local, state, and federal elected representatives; environmental groups; goods movement advocates; landowners and developers; cities and county; neighborhoods and residents. TCA’s work in FY17 toward this goal has been productive as evidenced by the settlement of five longstanding lawsuits with the Save San Onofre Coalition and the California Attorney General, creation and execution of seven Elected Officials Mobility Workshops, and the planning, coordination, and implementation of two (2) public forums. This continued effort in implementing the long-term strategic plan provides the foundation for moving forward with sustained discussions among the community, stakeholders, resource agencies, environmental organizations and elected officials as we move into the formal environmental phase on the South County Mobility Improvement Program. DISCUSSION: The next step in the process of addressing the mobility issues in the South Orange County region involves implementing the findings from the community ascertainment study, the elected official’s workshops, and the community forums to develop media content, refine traditional and digital media protocols, and continue to broaden the Agency’s strategic outreach to key stakeholders and entities as we move into the formal environmental phase on the South County Mobility Improvements. Additionally, moving forward with a comprehensive dialogue that ensures that regional mobility is addressed in South Orange County will require specific consulting and outreach to specific interest groups, decision makers, elected officials, and key community leaders. The important next steps in this outreach effort are to further engage the stakeholders and to communicate the ongoing process and the next phases of the project initiation and formal environmental process on the South County Mobility Improvements. Staff is recommending the approval of amendments and/or task orders to the contracts of the following firms to support the long-term strategy initiative: Venture Strategic, Inc. Venture Strategic, Inc. (VSI) and their subconsultants Curt Pringle and Associates, Smith Johnson Research, and DMI Direct have been providing the Agency with strategic planning services directly addressing the regional mobility issues associated within the South Orange County area. In FY18, VSI will continue to work with the Agency on this effort focusing on communication, outreach, and engagement. Additionally, a large part of VSI’s efforts will include coordination and outreach support required for the formal environmental process. This will also include direct


coordination with the Environmental Planning Department to engage stakeholders and coordinate with resource agency representatives. VSI’s scope of work for Task Order No. 03 includes:

1. Strategy Leadership and Planning

Conduct regular strategy meetings with Agency and team leadership to continue to develop and refine strategy, conduct scenario planning for identifying and addressing community issues and concerns, and real-time planning of tactical activities for specific stakeholder outreach. Continue to develop base support and coalition broadening and engagement.

2. Project Management and Compliance

Direct and execute strategic communications plan, tasks, deliverables and administration. Supervise all aspects of stakeholder outreach and communications, public and media communications, and digital communications. Provide progress reports tracking progress of strategies and tactics and submit complete and accurate compliance documents.

3. Research

The research in this phase of work may include:

· Tracking and reporting on public perceptions · Analyzing differences along demographic variables of interest · Focus group testing and messaging

4. Stakeholder Communications & Outreach

Work efforts will include ongoing outreach to targeted stakeholders and local communities, gathering additional qualitative information, and conducting additional mobility workshops and forums including:

· Manage, coordinate, and conduct additional Cities and Elected Officials Mobility Workshops. Anticipate two (2) additional workshops.

· Manage, coordinate, and conduct additional Public Engagement Forums. Anticipate two (2) additional forums.

Conduct broader regional outreach including briefings and updates to San Diego, Los Angeles, and Inland Empire organizations. These include the San Diego Association of Governments (SANDAG), Los Angeles County Chamber of Commerce, and West Riverside Council of Governments (WRCOG).

5. Public and Media Communications


Proactively develop messaging in the transportation and media market, highlight Agency leaders on local radio regarding not only transportation innovation, but also driver awareness to our tolling infrastructure. Develop opportunities in traditional print media such as magazines and local newspapers to communicate the Agency’s efforts in partnering and reaching out to stakeholders to help solve the mobility issues in the South Orange County region.

6. Digital Communications

Grow the Agency’s digital footprint through a multi-layered strategy that incorporates proactive micro-targeting to local and regional demographics. The digital component will also serve as a tool in stakeholder and public communications.

Continue to develop, manage, and maintain two (2) digital microsites to expand the Agency’s digital footprint and to change the online conversation. Each website will have a specific purpose and audience-base with messaging geared to attract a specified demographic.

· The first website will be the dominant median for online engagement. With social

media pages tied to messaging and the website, it will predominantly be a tool for the public to voice their concerns regarding transportation mobility problems, particularly throughout South Orange County.

· The second website will be a tool utilized for the public forums. The two (2) anticipated public forums that will be held in FY18 will provide opportunities for the public to voice their concerns about transportation mobility. The website will be a reflection of that conversation, with avenues to view the forum agenda, RSVP to attend, and complete information surveys. The website will also host live-streaming capabilities, facilitate text reminders, and hold the forum’s presentations.

7. Global Communications – Agency Strategy

Develop and implement strategies to help the Agency ensure a seamless and effective communication effort on other projects such as the 241/91 Express Connector Project that is consistent with the long-term strategy of the South County Mobility Improvements.

8. Environmental Process Outreach Support

Coordinate and manage the outreach process required for the formal environmental process. Coordinate with the Environmental Planning Department to engage stakeholders, coordinate with resource agency representatives, and reach out to local and state elected officials to inform and update on the formal environmental process.

9. Paid Communications and Advertising


Implement design, development and production of paid public communications for effectively and meaningfully promoting public engagement and participation in public programs including but not limited to public forums, surveys, and coalition outreach. Additionally, the formal environmental scoping meeting advertising will be a part of this effort.

10. Phase 4 Work Plan and Task Order Development

Clarify and refine project objectives for the next phase of work. Develop strategic planning milestones for the implementation of the solutions for mobility in the South Orange County region.

Staff recommends approval of Task Order No. 3 with Venture Strategic, Inc. for a not-to-exceed amount of $1,800,000 on an hourly basis. This fee includes costs of subconsultants and strategic paid media purchases. Richard Katz Consulting, Inc. During this past year, Richard Katz has provided comprehensive advice and recommendations as a key participant and advocate within the environmental coalition working group. Much progress has been made over the past 12 months to address the challenges, concerns and needs of the region to develop a multi-modal transportation solution with minimal environmental impacts as well as the approval of the settlement agreement. In FY 18, Mr. Katz will continue in his lead role as Agency advisor in the ongoing stakeholder meetings and workshops as we develop and refine a mutually beneficial mobility solution through the formal environmental process. Mr. Katz will continue to assist the Agency by arranging meetings with key state legislative members and advise staff on how to facilitate support and communication. Staff recommends approval of a one-year contract amendment with Richard Katz Consulting, Inc. for a not-to-exceed amount of $93,600 on a retainer basis. This fee includes expenses. Latimer Partners, LLC/Tom Soto (formerly Canyon Strategies) During this past year, Tom Soto has assisted the Agency in building its relationships with the Latino community, labor organizations and the environmental community at the state level. Mr. Soto has helped the Agency engage members of the Latino Caucus in Sacramento and has advised on communicating with key interest groups outside of Orange County. This past year, Mr. Soto specifically assisted staff on Transportation Control Measure (TCM) issues, arranging meetings with a member of the California Air Resources Board (CARB) and the Executive Officer of the South Coast Air Quality Management District (SCAQMD). He also arranged and participated in meetings with the Natural Resources Director to provide the Director with a historical perspective on TCA’s projects and substantial mitigation efforts, and he is interested in the opportunity to tour some of the Agency’s environmental mitigation sites. In


addition, Mr. Soto facilitated staff access to several members of the state legislature including the Senate President pro tempore and Assembly Speaker. In FY18, Latimer Partners, LLC will continue to provide consulting services to support these constituencies and work on long range planning efforts and outreach to key stakeholders, particularly as TCA continues the process of the formal environmental phase on the South County Mobility Improvements. Staff recommends approval of a one-year contract amendment with Latimer Partners, LLC for a not-to-exceed amount of $63,600 on a retainer basis. This fee includes expenses. Packard Government Affairs Packard Government Affairs provides support for legislative strategies, education and outreach to San Diego County local, state and federal elected officials. Packard Government Affairs is highly regarded in the region and provides TCA with continuity and credibility among key stakeholders in San Diego. They have a keen understanding of San Diego government agencies and monitors issues of importance and relevance for the Agency. In FY18, Packard Government Affairs will continue to provide strategic counsel in TCA’s outreach efforts to San Diego congressional, state and local leaders as it relates to long-term strategic planning efforts as well as build ongoing relationships with members of the San Diego Association of Governments. Packard Government Affairs will coordinate meetings and briefings with key San Diego regional elected state and federal officials and SANDAG Board Members. This outreach is critical as TCA continues the process of the formal environmental phase on the South County Mobility Improvements. Staff recommends approval of a one-year contract amendment with Packard Government Affairs – A Law Corporation, for a not-to-exceed amount of $60,000 on a retainer basis. This fee includes expenses. Barrios & Associates, LLC/Communications LAB Barrios & Associates, LLC/Communications LAB and their subconsultants, Thomas Communications and The Nicholson Group, Inc. provide a wide range of local community relations, public affairs and public relations services acting as an extension of staff to support communication and outreach efforts regarding the long range strategic planning in South Orange County. Brian Lochrie, president of Communications LAB, serves as strategic advisor and project manager for all of the firm’s top clients. With more than 20 years of experience, he brings local and relevant expertise in the areas of community engagement, public education, strategic planning, media relations and crisis communications. Barbara Thomas, principal of Thomas Communications, provides a dynamic mix of community outreach and business experience to the team. She has more than 30 years of experience developing highly effective public education and outreach campaigns and understands how to


identify and engage key stakeholders on local and regional issues. Barbara will be key to helping the Agency build strategic alliances with local businesses and community leaders. Todd Nicholson, principal of The Nicholson Group, has extensive public relations, public affairs and association management experience focused on issues management, government relations, community relations, education and school district relations, crisis management, and media relations and strategies. Barrios & Associates, LLC/Communications LAB and their subconsultants will also coordinate with the Communications Department to provide support and assistance related to local community outreach and stakeholder engagement with the Agency’s broader initiatives. For FY18, their scope will include work with Venture Strategic and Sharon Browning and Associates to continue implementing a community outreach plan based on the results of the community ascertainment study and communications activities related to strategic long range planning advocacy, particularly as it relates to TCA initiating and continuing the process of the formal environmental phase on the South County Mobility Improvements. Additionally, Barrios & Associates, LLC/Communications Lab will support construction outreach efforts with the Oso Bridge project. Staff recommends approval of a one-year contract amendment with Barrios & Associates for a not-to-exceed amount of $360,000 on an hourly basis. This fee includes expenses. Sharon Browning and Associates Sharon Browning and Associates will continue to provide support and consulting services as it relates to the implementation of various aspects and recommendations of the community ascertainment study which was conducted in 2015/2016. Sharon will also support critical outreach as TCA continues the process of the formal environmental phase on the South County Mobility Improvements. Staff recommends approval of a one-year contract task order with Sharon Browning and Associates for a not-to-exceed amount of $36,000 on a retainer basis. This fee includes expenses. Kit Cole Consulting Kit Cole Consulting will be providing support and consulting services on finalizing and implementing the Agency’s risk management strategy related to engaging with strategic community stakeholders and facilitating public forums. Kit Cole will also provide consulting services with outreach and risk management efforts on other milestone projects as it relates to consistency with the long-term strategy of the South County Mobility Improvements. Staff recommends approval of a one-year contract amendment with Kit Cole Consulting for a not-to-exceed amount of $72,000 on a retainer basis. This fee includes expenses.


Curt Pringle and Associates Curt Pringle and Associates will provide strategic counsel to the CEO and Executive Staff relative to Agency initiatives. Utilizing a wide range of strategic relationships, from all levels of government, CP&A will work collaboratively with the agency to coalesce key constituencies that further the TCA’s goals. CP&A will facilitate meetings for the CEO and Executive Staff with strategic partners and key stakeholders to help build relationships and support for the Agency. Staff recommends approval of a one-year contract task order with Curt Pringle and Associates for a not-to-exceed amount of $72,000 on a retainer basis. This fee includes expenses. BUDGET: Funding for the amendments and task orders to the various contracts is included in the proposed Fiscal Year 2018 budget. CONCLUSION: Engagement of experienced strategic planning support services in FY18 with strong regional and local knowledge is recommended to support the Agency’s initiative to improve mobility in South Orange County to support overall regional mobility. These contracts, amendments, and task orders will provide staff with continued strategic consulting and outreach services for the long-range strategic planning efforts that benefit mobility in the South Orange County area and the broader Southern California region. The next steps in this outreach effort are to further engage the stakeholders and to educate and communicate the process and next steps of the formal environmental phase on the South County Mobility Improvements. Attachment: Procurement Summary Reports

PROCUREMENT SUMMARY REPORT File No. 2017F-019 Contract #: K000983 Task Order #: TO-003 Title: Strategic Research and Stakeholder Outreach Consultant Services Consultant: Venture Strategic, Inc. (Irvine, CA) SubConsultants: Curt Pringle and Associates Smith Johnson Research DMI Direct Procurement Process

Type: Negotiated Task Order Award Criteria: Continuity of Services Negotiated Price: Not-to-exceed $ 1,800,000 Contingency: $0.00 Notes: Consultant has been providing the Agency with strategic planning services directly addressing the regional mobility issues associated within the South Orange County area. Consultant will continue to work with the Agency in ongoing efforts to develop a solution to address the goal of solving the mobility issues in the South Orange County area. All inclusive labor rates remain unchanged. Contract No. K000983 Compensation:

Date F/ETCA DESCRIPTION Task Order TO-001 10/8/2015 $472,250.00 Consulting Services Task Order TO-002 7/1/2016 $1,800,000.00 Continued Consulting Services Current NTE Amount: $2,272,250.00 Proposed Task Order TO-003 6/8/2017 $1,800,000.00 Continued Consulting Services Revised NTE Amount $4,072,250.00

PROCUREMENT SUMMARY REPORT File No. 2017F-019 Contract #: K000859 Amendment #: A6 Title: Professional Services Consultant: Richard Katz Consulting Inc. Studio City, CA Subconsultant: None Procurement Process Type: Negotiated Amendment Award Criteria: Continuity of Service Price: Not-to-Exceed $93,600 Contingency: $0.00 Notes: Amendment No. 6 will authorize Consultant to continue in his lead role as Agency counselor in the ongoing stakeholder meetings and workshops as the Agency develops and refines mutually beneficial mobility solutions through the formal environmental process. Consultant will also to assist the Agency in efforts to move forward to improve mobility in South Orange County that will enhance the region’s economic vitality and address environmental interests The monthly retainer of $ 7,500 for services and expenses compensable up to $300 per month remain unchanged. Contract No. K000859 Compensation:

F/ETCA DESCRIPTION Original NTE Amount $22,500 Previous Amendments $307,800 Continued consulting services Current NTE Amount $330,300 Proposed Amendment No. 6 $93,600 Continued consulting services Revised NTE Amount $423,900

PROCUREMENT SUMMARY REPORT File No. 2017F-019 Contract #: K000775 Amendment #: A7 Title: Professional Services Consultant: Latimer Partners, LLC (Santa Monica, CA) Subcontractor: None Procurement Process Type: Negotiated Amendment Award Criteria: Continuity of Service Price: Not-to-Exceed $63,600 Contingency: $0.00 Notes: Amendment No. 7 authorizes Consultant to provide continued consulting services to support constituencies, work on long range planning efforts and outreach to key stakeholders, particularly as TCA continues the process of the formal environmental phase on the South County Mobility Improvements. The monthly retainer of $5,000 for services and expenses compensable up to $300 per month remain unchanged. Contract No. K000775 Compensation:

F/ETCA DESCRIPTION Original NTE Amount $27,000 Consulting Services Previous Amendments $406,800 Continued Consulting Services Current NTE Amount $433,800 Proposed Amendment No. 7 $63,600 Continued Consulting Services Revised NTE Amount $497,400

PROCUREMENT SUMMARY REPORT File No. 2017F-019 Contract #: K000062 Amendment #: A14 Title: Legislative Advocacy Consultant: Packard Government Affairs (Carlsbad, CA) SubConsultant: None Procurement Process Type: Negotiated Amendment Award Criteria: Continuity of Service Price: Not-to-Exceed $60,000 Contingency: $0.00 Notes: Amendment No. 14 authorizes Consultant to continue to provide strategic counsel as staff continues its outreach to San Diego congressional, state and local leaders as it relates to long-term strategic planning efforts as well as build ongoing relationships with members of the San Diego Association of Governments. The monthly retainer of $5,000 for services, inclusive of expenses, remains unchanged. Contract No. K000872 Compensation:

F/ETCA DESCRIPTION Original NTE Amount $130,000 Consulting Services Previous Amendments $594,600 Continued Consulting Services Current NTE Amount $724,600 Proposed Amendment No. 14 $60,000 Continued Consulting Services Revised NTE Amount $784,600

PROCUREMENT SUMMARY REPORT File No. 2017F-019 Contract #: K0000057 Amendment #: A23 Title: Community Outreach Consultant: Barrios and Associates (Orange, CA) Subconsultant: The Nicholson Group Thomas Communications Group Procurement Process Type: Negotiated Amendment Award Criteria: Continuity of Service Price: Not-to-Exceed $360,000 Contingency: $0.00 Notes: Barrios & Associates, LLC/Communications LAB and their subconsultants, Thomas Communications and The Nicholson Group, Inc. provide a wide range of local community relations, public affairs and public relations services acting as an extension of staff to support communication and outreach efforts regarding the long range strategic planning in South Orange County. For FY18, their scope will include work with Venture Strategic and Sharon Browning and Associates to continue implementing a community outreach plan based on the results of the community ascertainment study and communications activities related to strategic long range planning advocacy, particularly as it relates to TCA initiating and continuing the process of the formal environmental phase on the South County Mobility Improvements. Hourly labor rates will remain unchanged. Contract No. K000057 Compensation: F/ETCA DESCRIPTION Original NTE Value $ 450,000.00 Consulting Services Previous Amendments $ 3,077,159,52 Continued Consulting Services Current NTE Value $ 3,527,159.52 Proposed Amendment No. 23 $ 360,000.00 Continued Consulting Services Revised NTE Value $ 3,887,159.52

PROCUREMENT SUMMARY REPORT File No. 2017F-019 Contract #: K001009 Amendment #: A3 Title: Issues Management and Consensus Planning

Consultant Services Consultant: Sharon Browning (Pacific Palisades, CA) Subconsultant: None Procurement Process Type: Negotiated Task Order Revision Award Criteria: Continuity of Service Price: Not-to-Exceed $36,000 Contingency: $0.00 Notes: Sharon Browning and Associates will continue to provide support and consulting services as it relates to the implementation of various aspects and recommendations of the community ascertainment study which was conducted by Sharon Browning. Sharon will also support critical outreach as TCA continues the process of the formal environmental phase on the South County Mobility Improvements. The monthly retainer fee will change from $2,000 to $3,000 (inclusive of expenses). Contract No. K001009 Compensation: Task Order No. 1 $ 61,705 Community Ascertainment Study Task Order No. 1 Rev. 1 $ 6,170 Continued Consulting Services Task Order No. 2 $ 24,000 Community Ascertainment Study Implementation Current NTE Value $ 91,875

Proposed Task Order No. 2 Rev. 1 $ 36,000 Continued Community Ascertainment Study Implementation

Revised NTE Value $ 127,875

PROCUREMENT SUMMARY REPORT File No. 2017F-019 Contract #: K001090 Amendment #: A2 Title: Strategic Planning Support Services Recommend Award To: Kit Cole Consulting (Glendale, CA) SubConsultant: None Procurement Process

Type: Negotiated Amendment Award Criteria: Continuity of Service Negotiated Price: Not-to-Exceed $72,000 Contingency: $0.00 Notes: Amendment No. 2 will authorize Consultant to continue providing support and consulting services on finalizing and implementing the Agency’s risk management strategy related to engaging with strategic community stakeholders. The monthly retainer of $6,000 for services, inclusive of expenses, remains unchanged. Contract No. K001090 Compensation:

F/ETCA DESCRIPTION Original NTE Amount $36,000 Previous Amendment $72,000 Continued Consulting Services Current NTE Amount $108,000 Proposed Amendment No. 2 $72,000 Continued Consulting Services Revised NTE Amount $180,000

PROCUREMENT SUMMARY REPORT File No. 2017F-019 Contract #: K001162 Title: Overall Strategic Planning Recommend Award To: Curt Pringle and Associates (CP&A) Anaheim, CA Subconsultant: None Procurement Process

Type: Sole Source Award Criteria: Qualifications Negotiated Price: Not-to-Exceed $72,000 Contingency: $0.00 Vendor Sourcing: CP&A will provide strategic counsel relative to global agency initiatives based on their historic knowledge of TCA’s forming and function within the regional transportation arena within Orange County and the State of California. CP&A will also provide unique partnering opportunities with a wide range of public agency and private sector strategic allies. Additionally, CP&A will be able to offer expert advice and experienced strategic planning based on their deep understanding of the stakeholder landscape and constituent concerns within the Orange County region. Contract Notes:

· Consultant will be compensated at a rate of $6,000 per month, inclusive of all expenses. · The contract contains standard indemnification language previously approved by legal

counsel.

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