san joaquin hills transportation … laurie davies city of laguna ... with u.s. generally accepted...

SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY BOARD OF DIRECTORS

AGENDA

October 8, 2015 9:00 a.m.

TCA Offices 125 Pacifica, Irvine, CA 92618

AGENDA DESCRIPTIONS The agenda descriptions are intended to give notice to members of the public a general summary of items of business to be transacted or discussed. The listed action represents staff’s recommendation. The Board of Directors may take any action it deems to be appropriate on the agenda item, and is not limited in any way by the recommended action. In compliance with the Americans with Disabilities Act, if you require special accommodation for this meeting, you should notify the Clerk of the Board 24 hours prior to the meeting at (949) 754-3492. The agenda is posted at the TCA office and is also available on the website at www.thetollroads.com. Materials distributed to the majority of the members of the TCA Board of Directors in connection with any matter subject to consideration at this meeting in open session are available for public inspection at the TCA offices.

I. CALL TO ORDER PLEDGE OF ALLEGIANCE (Director Chun) INVOCATION (Director Davies) ROLL CALL Chair Ross Chun City of Aliso Viejo Vice-Chair Melody Carruth City of Laguna Hills Director Lisa Bartlett County of Orange, 5th District Director Kerry Ferguson City of San Juan Capistrano Director Bert Hack City of Laguna Woods Director Laurie Davies City of Laguna Niguel Director Michele Martinez City of Santa Ana Director Gary Monahan City of Costa Mesa Director Scott Peotter City of Newport Beach Director Ed Sachs City of Mission Viejo Director Scott Schoeffel City of Dana Point Director Christina Shea City of Irvine Director Todd Spitzer County of Orange, 3rd District Director Kathy Ward City of San Clemente Ryan Chamberlain Caltrans, Ex-Officio Member

http://www.thetollraods.com/

SJHTCA Board of Directors Agenda October 8, 2015

II. PUBLIC COMMENTS At this time, members of the public may address the Board of Directors regarding any items within the subject matter jurisdiction of the Board of Directors, 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 the Chair, subject to the approval of the Board, sets different time limits.

III. CONSENT CALENDAR (ITEMS 1-5) 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. 1. MINUTES OF THE BOARD MEETING – September 10, 2015 (Kristal Laboy, Acting Clerk of the Board) FILE NO. 2015S-001 ACTION: Approve Minutes. 2. COMMITTEE REPORTS (Kristal Laboy, Acting Clerk of the Board) FILE NO. 2015J-073 ACTION: Receive and file. 3. SAN JOAQUIN HILLS INVESTMENT REPORT AS OF AUGUST 31, 2015 (Daryn Martin, Manager of Treasury Operations) FILE NO.: 2015S-003 Enclosed are the monthly investment reports for the San Joaquin Hills

Transportation Corridor Agency (SJHTCA) as of August 31, 2015. As of August 31, 2015, 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.


4. MASTER UTILITY INFRASTRUCTURE INVENTORY (David Lowe, Acting Chief Engineer) FILE NO. 2015J-053 The utilities that serve the 51-mile toll road system and keep it running include an

extensive fiber-optic network as well as electrical, water and telephone services to toll plaza and related facilities. Occasionally engineers and contractors work on projects on or near The Toll Roads and need to know the locations of the agencies’ utilities for either design needs or protection during field excavation.

The 73, 133, 241 and 261 Toll Roads were built in many phases over the past two decades. This has resulted in multiple sets of agency-operated utility as-built plans prepared by various consultants in various levels of detail. The goal of this project is to bring those multiple plan sets into one place and into a format or system that will allow our engineering staff to easily access information regarding the agencies’ utilities.

ACTION: 1. Authorize the chief executive officer (CEO) to execute task order TO-001

within contract K001049 with AECOM for an amount not-to-exceed $12,700 to provide design engineering consulting services.

2. Authorize the CEO to execute additional changes to this contract within five

percent ($635) of the above amount. 5. LEVEL OF SERVICE ANNUAL REPORT - BENCHMARK (David Lowe, Acting Chief Engineer) FILE NO. 2015J-054

As ridership continues to grow on The Toll Roads, maintaining the system in a reliable, free-flowing condition is an important consideration for our customers. Staff is proposing to begin an annual program of measuring the traffic level-of-service on each of the toll road segments and at all on- and off-ramp intersections. The program will include an initial benchmarking effort as discussed in this report. Annual updates will be performed in future years. The findings will provide staff with data to use as it develops the agencies’ Capital Improvement Plan each fiscal year and planning for upcoming projects. Results will also provide important input into the toll setting process.

ACTION: 1. Authorize the chief executive officer (CEO) to execute task order TO-001

within contract K001053 with Cambridge Systematics, Inc. for an amount not-to-exceed $39,250 to provide traffic engineering consulting services.

2. Authorize the CEO to execute additional changes to this contract within five

percent ($1,963) of the above amount.


IV. BOARD BUSINESS (ITEMS 6 - 12)

6. AUDITED FINANCIAL STATEMENTS FOR SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY FOR YEAR ENDED JUNE 30, 2015

(Dave Sherwood, Controller) FILE NO.: 2015S-014

The Audited Financial Statements for the year ended June 30, 2015 include the statement of Net Position, Statement of Revenue, Expenses, and Changes in Net Position, Statement of Cash Flows, and Notes to the Financial Statements, and are presented in accordance with U.S. generally accepted accounting principles. The presentation also includes the report of our independent auditors and Management’s Discussion and Analysis.

ACTION: Approve audited Financial Statements..

7. TOLL PLAZA FACILITIES REUSE STUDY (David Lowe, Acting Chief Engineer)

FILE NO. 2015J-052 Staff proposes to hire a consultant to conduct a formal evaluation and ranking of the potential uses for the toll plaza facilities following the transition to All Electronic Tolling. Possible uses include customer service centers, document storage, highway and toll system maintenance and environmental stewardship opportunities.

ACTION: 1. Authorize the chief executive officer (CEO) to execute contract K001045with IBI Group for an amount not-to-exceed $59,200 to provide facilityconsulting services.

2. Authorize the CEO to execute additional changes to this contract within fivepercent ($2,960) of the above amount.

8. TOLL BOOTH REMOVAL PHASE I – ENGINEERING DESIGN SERVICES

(Juliet Su, Corridor Manager – Design) FILE NO. 2015J-060

Staff is recommending the approval of a task order with Michael Baker International to prepare the plans, specifications, and cost estimate (PS&E) for the removal of 15 toll booths at the entrance and exit ramps throughout the system where traffic is adjacent to two sides of the toll booths. With the conversion to all-


electronic tolling, the toll booths proposed for removal are no longer needed. The toll booths at single lane ramps and mainline toll plazas will be considered for removal in future phases.

ACTION: 1. Authorize the chief executive officer (CEO) to execute task order TO-1within contract K001050 with Michael Baker International, for an amountnot-to-exceed $127,907 to provide engineering consulting services.


9. ORIGIN/DESTINATION DATA COLLECTION & ANALYSIS (David Lowe, Acting Chief Engineer)

FILE NO.: 2015J-051 A better understanding of the travel characteristics and behavior of users and non-users of The Toll Roads is needed to improve toll system utilization and local mobility. The contracted traffic consultant will research and analyze available Origin and Destination data to support the agencies’ goals and develop long-term strategies for increasing ridership, improving utilization, and promoting trip efficiency.

ACTION: 1. Authorize the chief executive officer (CEO) to execute task order TO-2 within contract K001054 with Fehr & Peers, for an amount not-to-exceed $120,000 to provide traffic engineering consulting services.


10. TRANSPONDER PROCUREMENT (Samuel Johnson, Chief Operations Officer

FILE NO. 2015J-058 Staff recommends amending agreement K000833 with TransCore, LLP to procure an additional 277,000 switchable transponders with replaceable battery capability and 3,000 external transponders through June 30, 2017, in a combined not-to-exceed amount of $4,668,948.

ACTION: Authorize the CEO to execute Amendment 3 to Contract No. K000833, with TransCore, LLP to procure additional transponders at a cost not–to-exceed $1,375,153 and to exercise the option to extend the contract term to June 30, 2017.


11. GENERAL COUNSEL LEGAL SERVICES CONTRACT AMENDMENT (Michael A. Kraman, Chief Executive Officer) FILE NO. 2015J-072

Nossaman has been successfully providing legal services to the agencies since 1986. The terms of this engagement are reviewed annually. During the most recent annual review before the Joint Legal Services Ad Hoc Committee, a request to modify the composite rates for general counsel services was presented and discussed. The committee is recommending an increase in the composite rate for attorneys to $240.00 per hour and paralegals to $115.00 per hour, followed by 3.0% annual increases over the next four years to bring the hourly rates to a level that is consistent with other agencies general counsel service rates. After the fourth year, the general counsel rates would be adjusted annually per CPI with a cap of 3.0%.

ACTION: Authorize the Chief Executive Officer (CEO) to execute an Amendment to

Contract No. K000001 with Nossaman LLP to modify the hourly rates for general counsel legal services.

. 12. JOINT BOARD MEETING CONCEPT APPROVAL (Michael A. Kraman, Chief Executive Officer) FILE NO. 2015J-057

Currently, the F/ETCA and SJHTCA hold separate monthly board meetings for the purpose of transacting business for each agency. There continues to be a desire to improve the efficiency for conducting the business of the two agencies, and the two boards of directors requested that staff investigate means by which the monthly board meetings could be combined and conducted as a single joint monthly board meeting. To comply with the agencies’ Joint Powers Authority Agreements, the single joint meeting will be conducted at a simultaneous meeting of the F/ETCA board with the SJHTCA board. Upon agreement and approval of the concept by a majority vote of each board, the agencies’ administrative codes will be revised to reflect the new meeting procedures. The revised administrative codes will be brought back to each agency for approval.

ACTION: 1. Approve the concept for convening joint monthly Board meetings of the

Foothill/Eastern and San Joaquin Hills Transportation Corridor Agencies for the purpose of conducting the transaction of business for the agency.

2. Direct staff to modify the SJH Agency’s Administrative Code to reflect the joint meeting procedures for the agencies.


3. Direct staff to develop plans and obtain bids for modifying theTransportation Corridor Agencies Board Room to accommodate the jointmonthly meetings of the agencies.

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

• Traffic and Revenue Update

DIRECTOR’S REPORTS AND NEW BUSINESS (Chair Ross Chun)

V. CLOSED SESSION

There are no closed session items for discussion.

VI. ADJOURNMENT

The next regular meeting of the San Joaquin Hills Board of Directors will be held November 12, 2015, at 9:00 a.m., TCA Offices, 125 Pacifica, Irvine, CA 92618.

X SAN JOAQUIN IDLLS BOARD OF DIRECTORS FOOTIDLL/EASTERN BOARD OF DIRECTORS --

NEXT BOARD MEETING DATE: October 8, 2015

File No. 20158-001

SUBJECT: Minutes of the September 10, 2015, Meeting of the Board of Directors

STAFF RECOMMENDATION:

Approve minutes.

REPORT WRITTEN BY: Kristal Laboy, Acting Clerk of the Board 949-754-3492

REVIEWED BY:

SUBMITTED BY:

Communications Engineering Environmental Finance Strategic Planning Toll Operations

Chief Executive Officer

SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY BOARD OF DIRECTORS

Minutes

September 10, 2015

9:00 a.m. TCA Offices

125 Pacifica, Irvine, CA 92618 I. CALL TO ORDER

The meeting was called to order at 9:05 a.m.

PLEDGE OF ALLEGIANCE (Director Chun) INVOCATION (Director Shea) ROLL CALL Chair Ross Chun City of Aliso Viejo Vice-Chair Melody Carruth City of Laguna Hills Director Lisa Bartlett County of Orange, 5th District Director Kerry Ferguson City of San Juan Capistrano Director Bert Hack City of Laguna Woods Director Laurie Davies City of Laguna Niguel Director Gary Monahan City of Costa Mesa Director Scott Peotter City of Newport Beach Director Ed Sachs City of Mission Viejo Director Christina Shea City of Irvine Director Todd Spitzer County of Orange, 3rd District Director Kathy Ward City of San Clemente Ryan Chamberlain Caltrans, Ex-Officio Member ABSENT: Director Michele Martinez City of Santa Ana Director Scott Schoeffel City of Dana Point II. PUBLIC COMMENTS

There were no public comments.

SJHTCA Board of Directors Minutes September 10, 2015

Page 2 III. CONSENT CALENDAR (ITEMS 1 – 7) ACTION: Approve Consent Calendar Items 1 – 7. MOTION: Davies SECOND: Carruth VOTE: Unanimous (Director Spitzer voted No on Item 7) 1. MINUTES OF THE BOARD MEETING – JULY 9, 2015 (Kristal Laboy, Acting Clerk of the Board) FILE NO. 2015S-001 ACTION: Approve Minutes. 2. SAN JOAQUIN HILLS INVESTMENT REPORT AS OF JUNE 30, 2015 (Daryn Martin, Manager of Treasury Operations) FILE NO.: 2015S-003a Enclosed are the quarterly investment reports for the San Joaquin Hills

Transportation Corridor Agency (SJHTCA) as of June 30, 2015. As of June 30, 2015, 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. 3. SAN JOAQUIN HILLS INVESTMENT REPORT AS OF JULY 31, 2015 (Daryn Martin, Manager of Treasury Operations) FILE NO.: 2015S-003b Enclosed are the monthly investment reports for the San Joaquin Hills

Transportation Corridor Agency (SJHTCA) as of July 31, 2015. As of July 31, 2015, 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.



Page 3 4. FOURTH QUARTER FISCAL YEAR 2015 BUDGET STATUS REPORT (Maria Fazio, Manager, Budget and Planning) FILE NO.: 2015S-013

Through the end of Fiscal Year 2015, the San Joaquin Hills Transportation Corridor Agency received a total of $152.6 million in revenue or 109.4% of the annual budget. Net Toll Revenue and Penalties were above target at 106.5% and 150.9%, respectively. Fees and Development Impact Fees were slightly below target at 99.4%, and 99.5%, respectively. Interest Earnings were below target at 59.2%.

Total uses were at $90.4 million or 78.9% of the annual amended budget at the end of the fiscal year. Administration, Planning, Environmental and Construction, and Toll Operations were below the annual amended budget at 64.0%, 50.5%, and 93.3%, respectively. Debt was at an expected 79.5%.

ACTION Receive and file. 5. QUARTERLY PROCUREMENT REPORT (Coleen Franco, Manager, Contracts and Procurement) FILE NO.: 2015J-041

Per the procedures identified in the Contracts and Procurement Services Policies and Procedures Manual, adopted by the Boards of Directors in 2014, staff is providing a quarterly report of procurement activity for the 4th quarter of fiscal year 2015. The attachments to this report identify all requisitions and contract actions authorized between April 1st and June 30th, 2015.

ACTION: Receive and file. 6. DEVELOPMENT IMPACT FEES: MEMBER AGENCY AUDITS AND

MITIGATION FEE ACT INFORMATION (Greg Walker, Manager, Internal Audit) FILE NO.: 2015S-015

Pursuant to the Second Amended and Restated Joint Exercise of Powers Agreement creating the San Joaquin Hills Transportation Corridor Agency (SJHTCA), the Board may authorize an audit of a member agency to determine whether it has accurately collected and remitted development impact fees to SJHTCA. The member agencies are selected for audit based on volume of fees, rotation of the audit cycle and results of previous year’s audits. Due to the volume of building permits processed, the County of Orange and the City of Irvine are audited each year, with the other member agencies audited on a


Page 4

rotational cycle. The audits are performed by or at the direction of the SJHTCA’s Internal Audit Department.

During this audit period, exceptions were noted in all of the five member agency audits. The audits identified overpayments totaling $627,647. $91,640 of the total was due to errors in calculating fees or other process errors. These overpayments have been refunded to the developers. The remaining $536,007 in overpayments was created as a result of a member agency collecting and sending fees that were due to the Foothill/Eastern Transportation Corridor (F/ETCA) to the SJHTCA in error. SJHTCA has transferred these overpayments to the F/ETCA to correct this error. The audits also identified underpayments totaling $307,096 due to errors in calculating fees, non-collection of fees, and non-receipt by SJHTCA of fees collected by member agencies. The SJHTCA is working with the member agencies to collect the outstanding amounts due.

Pursuant to the Mitigation Fee Act, California Government Code section 66006(b), the agency is required to review certain information for the Fiscal Year 2014-2015 regarding development impact fees, including the type and amount of fee imposed, beginning and ending balance of fees on deposit, the amount of fees collected, interest earned and expenditures during the fiscal year. The information required by the Mitigation Fee Act is provided in this report.

ACTION: 1. Receive and file the member agency audits for the County of Orange and the Cities of Dana Point, Irvine, Newport Beach and San Juan Capistrano for the period of January 1, 2014 through December 31, 2014.

2. Direct staff to include the County of Orange and the Cities of Irvine, LagunaHills, Laguna Niguel, Mission Viejo, Newport Beach, San Juan Capistranoand Santa Ana in the next audit cycle covering the period of January 1, 2015through December 31, 2015.

3. Receive and file the Mitigation Fee Act information regarding collection,beginning and ending balances, and expenditure of development impact feesduring Fiscal Year 2014-2015.

7. ARBITRAGE REBATE AND YIELD RESTRICTION COMPLIANCE SERVICES CONTRACT AMENDMENT

(Daryn Martin, Manager, Treasury Operations) FILE NO.: 2015S-016

Upon the refinancing of the San Joaquin Hills Transportation Corridor Agency’s debt in November 2014, the utilization of a fully qualified firm was required to ensure compliance with the bond issuance tax certificate and Internal Revenue Service (“IRS”) arbitrage regulations. PFMAM was selected through a request for proposal process and in February 2015 the Board of Directors approved the


Page 5

contract for annual services at a rate of $18,000. Through discussions with PFMAM and the agency’s bond and tax counsel, Stradling, Yocca, Carlson & Rauth, it has been determined that the agency could invest approximately $44 million of the bond reserves if these funds were segregated from the portion of the reserves requiring yield restriction to comply with federal tax laws. Segregating the funds requires additional arbitrage rebate and yield restriction compliance services, however, the cost of these services is expected to be significantly outweighed by the additional investment income expected over the life of the contract. Therefore, staff requests approval to amend the contract with PFMAM for arbitrage rebate and yield restriction compliance services.

ACTION: Authorize the Chief Executive Officer to execute an amendment to the previously

approved five-year contract with one five-year option (K000993) with PFM Asset Management LLC (“PFMAM”) to provide additional arbitrage rebate and yield restriction compliance services for a fee of $7,000 over the term of the five-year contract and a fee of $7,000 over the term of the five-year option.

IV. BOARD BUSINESS (ITEMS 8- 12)

8. TRANSPONDER PROCUREMENT (Patricia Bond, Sr. Operations Analyst) FILE NO.: 2015J-058

Staff recommends amending agreement K000833 with TransCore, LLP to procure an additional 277,000 switchable transponders with replaceable battery capability and 3,000 external transponders through June 30, 2017, in a combined not-to-exceed amount of $4,668,948.

Ms. Bond presented the amendment to K000833 to procure 277,000 switchable

transponders and 3,000 external transponders over the next two years. Approximately 16,000 transponders are issued per month. Transcore is in the third year of its contract with TCA to supply transponders, and TCA has an option to procure additional transponders in FY 17. The original projection was that TCA would issue 10,250 transponders per month; however, with the current demand, TCA expects to run low in January 2016. This amendment approval will allow TCA procurement authority for additional transponders needed to meet the projected demand for FY 16 and FY 17. The amendment funding is a combined total of $4,668,948. Funding for this procurement is approved in FY 16 budget and to be included in FY 17 budget.


Page 6

Director Bartlett asked if the cost per transponder is currently is about $22. She asked if the future cost per transponder might be lowered. Ms. Bond said staff is reviewing a different protocol in the form of the sticker tag, which costs approximately $1 or less per sticker tag. Director Bartlett asked about the time frame for that implementation? Ms. Bond said the specifications are almost completed, and Transcore has been asked to go ahead and start implementing the dual protocol. Staff is estimating that testing will begin the first or second quarter of 2016. Director Bartlett said there is a delay there so we need to get the 3,000 transponders at the higher price ordered sooner.

Samuel Johnson replied that there is a state-wide effort to change the tolling technology. Caltrans has started the public-rule making process, and we are working through those steps. There are two pieces in getting to the 6c tags mentioned: we can move forward with our current contractor so TCA can use 6c transponders for our services; but we have to wait for the state-wide efforts to use for all customers.

Director Spitzer asked what percentage of our customers use other systems. Mr. Johnson said he will get that information.

Director Carruth asked about financial benefits of the next generation of transponders. Do we plan to have a purchase with other agencies? Ms. Bond said this transponder procurement is for TCA only, although she did investigate bulk purchases. Some of the other agencies are not buying the switchable transponders. Mr. Johnson said that is one of the discussions held with the California Toll Operators Committee (CTOC) and we are exploring how we can work together to leverage bulk purchases.

Director Peotter asked when the sticker technology will be in place and whether we are investing in old technology that will be replaced in six months. Mr. Johnson said we are working with the current vendor to do testing and some of it is set up now, but it is a long process. Both protocols would need to be working at the same time. This requires some detail planning and we hope to get there by the end of the year. Director Peotter asked if our customers could opt to use the newer technology when TCA is ready. Mr. Johnson stated that this is the aspect we are evaluating.

Mr. Johnson stated the delivery of the transponders will be staged and that TCA would not receive the whole order at once. Director Spitzer asked about cost recovery for the transponders and if the contract had been reviewed to ensure we can stage the procurement? Mr. Joseph said he had not reviewed this amendment, but legal had reviewed the original contract. Coleen Franco, Manager Contracts


Page 7

and Procurement, said she will review the amendment itself to review to determine whether we are obligated to make the entire purchase or are able to purchase a portion of that quantity.

After a lengthy discussion, this item was continued until later in this meeting.

This item was been continued for discussion after Item 12.

9. BIG DATA ANALYTICS TO IMPROVE CUSTOMER AND OPERATIONAL INSIGHTS

(Juliet Su, Corridor Manager – Design) FILE NO.: 2015J-051

This item has been continued to the October 8, 2015 Board of Directors Meeting.

10. SR 73 MASTER WIRELESS PLAN UPDATE (David Lowe, Acting Chief Engineer)

FILE NO.: 2015S-010 Since the original construction of the 73 Toll Road in the late nineties, the demand for wireless cellular service has grown significantly, especially for motorists. While improvements have been made in the wireless coverage over past two decades, reliable service still remains an issue for drivers of the 73 Toll Road because drivers pass through multiple cellular zones where calls have been dropped. An outdoor Distributed Antenna System (oDAS) is proposed to be installed along the toll road right of way in order to enhance the wireless coverage and reduce dropped calls. This report outlines the results of a preliminary evaluation of the system and outlines the steps needed for implementation.

David Lowe, acting Chief Engineer, introduced John Clarey, 5 Bars LLC CEO, to provide an update on the wireless master plan. After collecting data from Verizon, T-Mobile, AT&T and Sprint to assess their needs, it was determined that eight nodes will need to be installed along the road, and each node will include all cellular carrier signal transmitters. 5 Bars LLC will need to obtain a site license and a master license agreement from Caltrans. 5 Bars LLC will construct the poles and facilitate the four carriers participation. 5 Bars LLC will facilitate the power and fiber as necessary.


Page 8

Mr. Lowe explained that the first staff recommendation is to approve that agency staff continue to coordinate with 5 Bars LLC and Caltrans on the project. There are no other financial costs for TCA. The second recommendation is to enter a dark fiber lease agreement with 5 Bars LLC to allow for the use of space within the Catalina View Toll Plaza on a pro-rated basis.

Director Spitzer said that attachment E of the contract looks like a boiler plate agreement between 5 Bars LLC and the other carriers. He asked whether the design aesthetics will be brought back to the Board for approval. Mr. Lowe responded that construction design drawings can be brought back to the board for an aesthetics review process. If an entity wants to locate facilities within Caltrans right-of-way, that entity needs to obtain an encroachment permit from Caltrans. During that process, Caltrans typically comes to TCA for input on projects along The Toll Roads. Director Spitzer asked if there is a financial opportunity for the agencies. Mr. Kraman said that our cooperative agreement with Caltrans covers the right-of-way for cellular coverage and we are limited in this regard. We are participating to provide an improvement to our customers, but our cooperative agreement clearly gives Caltrans all financial rights as it relates to cellular service.

Director Spitzer asked how can an agency use our equipment without any return benefit? Mr. Kraman said the precedent was set on the Foothill/Eastern agreement. Our approach was to model agreements put in place with Foothill/Eastern Agency, which were developed in concert with the carriers and Caltrans. TCA approval would be through the encroachment permit process with Caltrans.

Director Bartlett said that the agency benefits in that it is vender neutral. The eight joint-use nodes will be preferred as opposed to many poles for each carrier. We are utilizing Caltrans right-of-way. Our customers calls are currently being dropped, which necessitates staying on the freeway. Some people are afraid to drive toll roads at night if cell phone doesn’t work. We will have an increase in revenue from residents and businesses when we have these improvements. It is a safety issue as well.

Ryan Chamberlain, Caltrans District 12 Director, agreed with Director Bartlett that this is a quality of life issue for residents. The Irvine Company donated the land to the TCA to construct the SR 73/241 and kept some property rights, which guarantees The Irvine Company is participating in the review and approval process regarding aesthetics, with a first right of refusal for any revenue type items. He said that Caltrans will make sure that whatever is installed will meet aesthetics for all concerned. He gave his commitment that Caltrans will not issue an encroachment permit without TCA reporting to the Board, however, that must


Page 9

be built into the schedule. Mr. Chamberlain also requested that 5 Bars LLC look into solar power for each one of these towers. Mr. Lowe said they have not gotten into details of power sources as yet. Most nodes will be located near toll plaza facilities so power may go off those but we can look at other sources as well. Mr. Chamberlain said he would like to have TCA work with Ricky Rodriguez and his team to discuss power type of lease with 5 Bars LLC and where that authority comes from.

Director Peotter said he likes the distributive system. This is a Caltrans effort, but we have infrastructure to lease, and staff will come back to the Board with all negotiations. The best thing is we will have safe and happy customers.

Director Sachs asked whether TCA had any financial responsibilities. Mr. Lowe said other than using staff time to assist in facilitation, there is no added cost.

Director Shea asked what is the expanse of coverage we get from these nodes? Is it focused on the road only? Mr. Lowe said there will be some spillover into residential and commercial areas.

Director Davies asked if this will cover all areas, or will there be spots with no coverage? Mr. Lowe said the system is designed to be perfect, however if the carriers do not participate, there will always be an issue with dropped calls.

Director Monahan asked if there is no financial commitment on these two recommendations today, but down the road? Mr. Lowe said 5 Bars LLC will come to agreement and understand what all the costs are and bring carriers in to help defer the cost, as well as have a profit on the project. As far as TCA is concerned, it is only space in the toll plaza building and staff time involved. We are very concerned about any changes with the system that might require us to use existing fiber. We do not want to impact any future ability to expand our system.

Director Spitzer asked Mr. Joseph to review 4.1.2 regarding who is responsible for fiber repairs.

Mr. Joseph stated that he will work with staff to review and modify 4.1.2 language.


Page 10

ACTION: Authorize the chief executive officer (CEO) to execute K000833, Amendment 3 with TransCore, LLP to procure transponders at a cost not–to-exceed $1,375,153 and extend contract term to June 30, 2017.

MOTION: Peotter SECOND: There was no second to this motion.

AMENDED MOTION : Approve staff recommendation, and once aesthetics are approved by Caltrans and

The Irvine Company, this item will be brought back to the Board for approval in addition to staff recommendation below. Mr. Joseph will review the 4.2.1 for clarification.

ACTION: 1. Direct staff to continue to assist 5 Bars, LLC (5 Bars) in the planning and development of an outdoor Distributed Antenna System (oDAS) to enhance customer cell phone coverage and connectivity while driving the 73 Toll Road.

2. Authorize the Chief Executive Officer to enter into a Dark Fiber LeaseAgreement with 5 Bars, LLC substantially in the form attached hereto asExhibit A.

MOTION: Bartlett SECOND: Shea VOTE: Unanimous

11. INVESTMENT ADVISOR PRESENTATION (Daryn Martin, Manager, Treasury Operations)

FILE NO.: 2015J-049 Chandler Asset Management, provided an update on the agencies’ investment portfolio strategy, characteristics and performance. Scott Pricket, Portfolio Strategist for Chandler Asset Management and Jayson Schmitt, Portfolio Manager, reported on considerations used in developing strategies for TCA, portfolio characteristics, and performance.

Director Peotter asked how these returns compared to CalPERS expected returns of 7.25%. Mr. Schmitt explained that the agency would expect lower returns than CalPERS because the permitted investments of the agency, under California state law and the bond indentures, does not include equities, whereas CalPERS can purchase equities.


Page 11

Directors Hack, Bartlett and Spitzer requested clarification related to the fees of Chandler Asset Management. Mr. Schmitt explained that Chandler Asset Management is compensated based upon the percentage of the assets under management by the firm which equates to less than 5 basis points or approximately $100 - $200 thousand per year. He explained that the portfolio returns at today’s interest rates are expected to far exceed the fees paid to Chandler Asset Management and that the portfolio is low risk and has been structured to take advantage of interest rate increases.


12. 405 IMPROVEMENT PROJECT (OCTA) (David Lowe, Acting Chief Engineer)

David Lowe introduced Jeff Mills, OCTA Program Manager, who provided an update on the 405 Improvement project.

Significant project features include: • Two new lanes in each direction• New bridges including SR 73 Connector• 18 bridge replacements plus widened bridges• Interchange reconfigurations• Auxiliary lane improvements• Arterial improvements• Anticipate 5.5 year design-build contract duration• Overall programmatic cost of approximately $1.7 billion

OCTA / Caltrans Terms and Conditions: • OCTA will implement the project and operate express lanes• OCTA will set toll policy• HOV 2+ free for no less than 3 years• Continuous access should not be precluded in the future• Congestion management pricing used:

o Triggers put in place to adjust tollso Speed optimized for mobility, reliability

• Net excess revenues will be used within the corridor• OCTA and Caltrans will develop an expenditure plan for net excess

revenues and that plan will be reviewed and adopted by OCTA Board.


Page 12

Next Steps for 2015 • Execute construction management agreement• Initiate Right-of-way acquisition process• Obtain CTC approval• Develop toll policy options• Initiate preliminary financial plan, including pursuing TIFIA and other

opportunities

Next Steps for 2016 • Adopt toll policy• Complete investment grade traffic and revenue study• Adopt financial plan and develop financing documents• Approve operating toll agreement with Caltrans• Award design/build contract.

Director Spitzer suggested that TCA and OCTA work in conjunction with keeping the ad hoc committee apprised. Director Bartlett said she is very excited about this project improving regional mobility. The Traffic & Revenue study for the SR 73 and I-405 toll lanes came out revenue positive. Director Shea asked if there were procedural restrictions at OCTA regarding lobbying for such a large contract? Will there be a clean and clear way this is completed? Jeff Mills said there are procurement procedures that provide guidelines at all levels of staff to Board members.

Director Carruth said Orange County residents are excited about this project and asked if there will be updates at council meetings? Christina Byrne, OCTA Community Relations, said they are available immediately for presentations.

ACTION: Presentation, no action necessary.

Return to Item 8 of the Agenda

Mr. Kraman said that there is an opportunity to clean up the amendment for transponder purchases. The practice of this contract enables us to cancel orders up to 120 days with no impact to the agencies. He recommended this item be continued to the October Board meeting. If we modify the terms of the contract for this item it may impact the price.


Page 13

ACTION: Continue the item until October 8, 2015. MOTION: Peotter SECOND: Carruth VOTE: Unanimous

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

• Traffic and Revenue Update – transactions on the road were up 10.1percent and revenues were up 10.8 percent in August as compared toAugust 2014.

• TCA will be hosting state Senator Beall will be visiting the TCA onSeptember 29. There will be a luncheon at noon and we will get theinformation to the Board for that visit.

• The new committee structure, as approved in July, goes into effect aftertoday’s meeting. New schedules have been communicated, but staff willwork closely with the Board to ensure a smooth transition.

• There is a National Latino and Elected Officials event will be heldSeptember 24, 2015. Mr. Kraman will send the board members moreinformation on the event.

• Assembly Bill 516 (temporary license plate bill) has been stalled in theGovernor’s office for this year, citing concerns over the workload at theDepartment of Motor Vehicles, as well as concern over the fee ceiling thatwould help car dealers cover cost of putting this in place. Staff willcontinue to work on this bill in the next session.

• Mike Kraman and Chief Toll Operations Officer, Samuel Johnsonattended an IBTTA conference and had opportunities to discuss bestpractices from colleagues in other tolling agencies, related to customerservice, updates on interoperability nationally as well as advances in tolltechnology. He said he will send his notes on the event to the board.

• Samuel Johnson gave an update on the processing error on notices to firsttime violators who were eligible for waiver of the violation penalty. Thisissue has been isolated and staff is investigating system enhancements.


Page 14

Staff will keep the board informed of any new findings and the status of the refund process.

DIRECTOR’S REPORTS AND NEW BUSINESS

• Mr. Kraman said that he would forward the summaries of the Ad HocCommittees to each Board member.

V. SPECIAL RECOGNITION

Director Chun and Foothill/Eastern Director Young gave former Director Sam Allevato special recognition for his nine years of service.

Former Director Allevato thanked the Boards for both agencies and TCA staff. He remains committed to the goals of TCA for traffic safety and growth in Orange County as well as finding an alternate route to I-5 and connecting the SR 241 to SR 91.

Director Spitzer suggested a policy on event sponsoring would be beneficial. Mr. Kraman said he would take that under advisement.

Director Bartlett met with the California Transportation Commission Road Charge Advisory Committee and they are looking at privacy and enforcement issues. This will be presented to the CTC and Governor for a state wide implementation pilot program. This program will replace the road tax. She said she will continue to brief the Board as this program progresses. They are hoping for a final presentation to the CTC by the end of December.

Ryan Chamberlain announced the SR 74/I-5 interchange is open to the public.

VI. CLOSED SESSION

There are no closed session items for discussion.

VII. ADJOURNMENT

The meeting was adjourned at 11:00 a.m. to October 8, 2015, at 9:00 a.m., TCA Offices, 125 Pacifica, Irvine, CA 92618.

X SAN JOAQUIN HILLS BOARD OF DIRECTORS X FOOTHILL/EASTERN BOARD OF DIRECTORS

BOARD MEETING DATE: October 8, 2015

SUBJECT: Board Committee Reports


Receive and file.

REPORT WRITTEN BY:

REVIEWED BY:

SUBMITTED BY:

Kristal Laboy, Actin~ Clerk of the Board (949) 754-3409


File No. 2015J-073

Transportation Corridor AgenciesN

JOINT CAPITAL PROGRAMS & PROJECTS COMMITTEE REPORT

DATE: September 17, 2015

TO: Members of Board of Directors

FROM: David Lowe, Acting Chief Engineer

SUBJECT: Joint Capital Programs & Projects Committee I September 17, 2015

Present: Ross Chun, Laurie Davies, Kelley Jimenez, Chuck Puckett, Christina Shea, Craig Young

Absent: Lisa Bartlett, Melody Carruth, Mark Murphy, Todd Spitzer, Scott Voigts

Committee Discussion

The meeting was called to order by Director Young at 11 :30 a.m. There were no public comments. Chuck Puckett was elected to chair the committee and Laurie Davies was elected as vice-chair.

Staff presented an overview of the agency capital projects that are planned to be discussed during the next several months.

Staff presented an overview of The Toll Roads utility system and the process it follows in protecting those utilities from outside construction contractor's excavation work. The scope of work is for the development of a map-based utility inventory that will provide easy access to as-built plan information, reducing the staff time involved. The allocated cost between agencies was discussed and subsequently revised. Concerns were raised about the recommended consultant's cost overruns on a particular County of Orange project and staff was asked to investigate. The Committee forwarded this item to the Boards of Directors for approval.

Staff presented an overview of a proposed study to evaluate the traffic level of service of highway segments and arterial ramp intersections on The Toll Roads. The Committee forwarded the item to· the Boards of Directors for approval.

Staff presented an overview of the proposed scope of the reuse study and discussed the procurement process and recommended consultant, IBI Group (Irvine). The dollar amount of the contract was discussed and it was suggested a more detailed breakdown of estimated hours should be included within the staff report. The Committee forwarded the item to the Boards of Directors for approval.

Staff presented an overview of a proposed design task order and scope of work for the first phase of a toll booth removal project. It was suggested that staff provide a general overview of the toll facilities and how this effort will be coordinated with the Toll Plaza Facilities Reuse Study and upcoming signage changes.

Transportation Corridor Agencies, ..

JOINT ENVIRONMENTAL COMMITTEE



FROM: Valarie McFall, Chief Environmental Planning Officer

SUBJECT: Joint Environmental Committee I September 17, 2015

Present: Ross Chun (Chair), Melody Carruth, Laurie Davies, Chuck Puckett, Christina Shea (Vice Chair), Todd Spitzer, Kathy Ward

Absent: Lucille Kring


1 . Staff presented to the committee the selection process and award of contract to Leatherman BioConsulting, Inc. , for the Eastern Transportation Corridor Brown Headed Cowbird Trapping Program. Staff explained that the contract is required in order to comply with the terms and conditions listed in the U.S. Fish and Wild life Service permits for the Eastern Transportation Corridor (ETC) ( 133, 241 , and 261 Toll Roads). Specifically, the agency is required to operate 25 cowbird traps annually in the project area in perpetuity. The committee members requested clarification on why there is need for the agency to focus on the cowbirds and if the cowbird numbers are expected to go down over time. Staff explained that the cowbirds are obligate brood parasites that lay their eggs in the nests of other bird species and rely on the host to incubate the eggs and raise the young. Once ranging through the Great Plains, brown-headed cowbirds expanded their range throughout North America, and subsequently reached southern California. Cowbird parasitism is of particular concern within the ETC area because of the impact to various listed species, including the federally threatened California gnatcatcher, that have suffered population declines primarily because of extensive habitat loss and degradation. Staff also explained that there has been a decline in the cowbird numbers due to ongoing development, landscape changes, weather, reproductive success, among other factors.

O:/Agendas/Boarddpkg/ad hoc committee transmittal form

2. Staff gave an overview of the Environmental Outreach Communication Plan and introduced the communications department's new technical writing contractor, Lynn Lipinski. Ms. Lipinski reviewed the messaging document and supporting points that will be used as a basis for the writing projects she is working on. In October a new e-newsletter will be launched to communicate environmental news and milestones. The e-newsletter will be distributed bimonthly. A report that provides an overview of the agencies' 25 years of environmental experience will be issued in February, and the Ms. Lipinski is also working on rewriting the environmental pages of the TCA website.

3. Staff provided an overview of the Muzeo Exhibit that closed on September 13, 2015. The exhibit was well received by visitors, resulting in 4,640 guests. A breakdown of admissions include 2,758 general public guests, 721 students from school groups and tours, 60 guests from senior group tours, 500 guests from special events and 601 guests from other groups and tours. The Muzeo Museum and Cultural Center appreciated TCA's support and participation in the exhibit by highlighting the wildlife fence project. A video segment was also shared, showcasing KOCE/PBS So Cal's news segment story on the wildlife fence improvement project along the 241 Toll Road. The package was produced by Pat Haslam, the local transportation reporter and featured an on-camera interview with Valarie McFall.

Transportation Corridor Agencies™

JOINT TOLL OPERATIONS COMMITTEE REPORT

DA TE: September 23, 2015


FROM: Samuel Johnson, Chief Toll Operations Officer

SUBJECT: Joint Toll Operations Committee/September 23, 2015

Present: Todd Spitzer, Chuck Puckett, Craig Young, Bert Hack, Ross Chun, Scott Peotter, Christina Shea

Absent: Tony Beall, Ed Sachs, Scott Voigts


1. Elections of Committee Chair and Vice-Chair

Chair - Craig Young Vice-Chair - Scott Peotter

2. Public Comments

None

3. Committee Business

A Transponder Procurement

In response to questions presented by the Boards at their September meetings, staff presented information regarding the need for transponder quantities; cost recovery; impacts from pending statewide technology changes; and contractual provisions to minimize the agency's exposure for future transponder deliveries. The Committee discussed the information and approved staff's plan to present the item in October.

B. San Clemente Service Center

The committee discussed staffs plan to increase the value received from the lease on this location by assigning additional staff (10-15) to perform functions similar to the main Customer Service Center. Discussions included termination options for the remaining 3.5 years and costs related to building improvements versus furniture, computers, licenses, etc that would be incurred. The committee approved the plan expressing the priority of addressing operational needs for customer service and the


small costs involved.

C. FY16 Toll Operations Update

This item was deferred.

D. Signage Research - Results and Proposed Signs for Ca/trans Review

Staff presented findings from the study which highlighted the customer appeal for consistency through the use of colors and simple, succinct messages. The committee found the research intriguing and provided feedback on sign preferences. The next steps in the process involve submitting the concept options to Caltrans for approval after which staff will report back to the Boards.

E. Mobile App Redesign Contract Award

Staff presented results of the RFP for the redesign/development and ongoing maintenance of The Toll Road mobile application to make it more user-friendly and take advantage of newer technology in order to increase utilization. The Committee approved staff's plan to recommend contract award at the November Board meeting for a three-year contract with two one-year extension options for IBl/Green Owl to update and maintain The Toll Roads mobile application.

F. Rental Car Arrangements

The committee discussed staff plans to enter into agreements with some of the larger rental car companies which would streamline processing of to 11 transactions, provide for full payment of tolls incurred, and eliminate violations for rental car users. Staff explained that many of the existing transactions are burdensome to customers, TCA, and the rental car companies. The agreements would establish fleet accounts for the rental companies. Transponder based accounts (FasTrak) would allow for statewide usage and license plate based accounts (ExpressAccount) would only work on The Toll Roads. The committee authorized staff to take the agreements to the Board when ready.

G. Procurement Status Update


H. Statewide Interoperability Update


Transportation Corridor AgenciesN

JOINT FINANCE & INVESTMENT COMMITTEE REPORT



FROM: Amy Potter, Chief Financial Officer

SUBJECT: Joint Finance & Investment Committee/September 23, 2015

Present: Lisa Bartlett, Melody Carruth , Ross Chun, Bert Hack, Scott Peotter, Scott Schoeffel, Craig Young

Absent: Tony Beall, Lucille Kring


1. The Committee elected Ross Chun as Chair and Lisa Bartlett as Vice-Chair.

2. Staff presented an overview of the implementation of Governmental Accounting Standards Board Statement No. 68 and its effects on the agencies' audited financial statements for the year ended June 30, 2015, which will be presented at the October board meetings. The most significant of these effects is that our financial statements now reflect the agencies' proportionate share of the net pension liability attributable to participation in the Orange County Employees Retirement System. The accounting change does not affect the actual net pension liability that is being amortized and paid annually as part of the employer contribution, but records it on the Statement of Net Position and requires additional footnote disclosure.

3. Staff presented an overview of the agencies' existing rental car program and plans to enter into agreements with additional rental car companies in order to streamline processing of toll transactions, provide for full payment of tolls incurred, and eliminate violations for rental car users. The Committee recommended that staff present the new agreements to the Board when ready.

O:/Agendas/Boarddpkg/ad hoc committee transmittal fonn

Transportation Corridor Agencies™

JOINT STRATEGIC PLANNING AD HOC COMMITTEE REPORT



FROM: Mike Chesney, Chief Strategic Planning Officer

SUBJECT: Joint Strategic Planning Ad Hoc Committee/September 24, 2015

Present: Lisa Bartlett, Ross Chun, Melody Carruth, Laurie Davies, Mark Murphy, Greg Raths, Ed Sachs, Craig Young

Absent: Scott Schoeffel, Todd Spitzer


1. The Joint Strategic Planning Ad Hoc Committee mef last month on Thursday, September 24, 2015

2. The committee discussed the Strategic Research and Stakeholder Outreach Services procurement.

3. The committee reviewed the Origin and Destination Survey Data Collection and Analysis procurement.

4. Staff provided an update on State and Federal Legislative activities related to TCA.

5. Finally, staff provided an update on the Combined Board Meeting concept development process and reviewed a working document outlining the various issues associated and next steps to be taken.

O:\COB\AD HOC COMMITIEES & MEMBERS\Committee reports\October 2015\201 S 09 Joint Strategic Planning Ad Hoc Committee Meeting Report.doc

1 9/30/2015

Transportation Corridor Agencies~

JOINT MARKETING COMMITTEE REPORT


TO: Members of Boards of Directors

FROM: Lisa Telles, Chief Communications Officer

SUBJECT: Joint Marketing Committee I September 24, 2015

Present: Tony Beall, Melody Carruth, Ross Chun, Laurie Davies, Mark Murphy, Ed Sachs, Christina Shea, Chuck Puckett, Craig Young

Absent: Lucille Kring, Gary Monahan


Diane Trotta of Trotta Associates, presented the results and recommendations from the sign research that was completed in early September. The research focused on gaining insights from drivers not familiar with The Toll Roads to help clarify toll road entry points and how to pay tolls online. The research project also included human factor interviews and online testing to collect feedback on the use of the One-Time-Toll online payment function on the website. Staff presented associated sign modification proposals that will be submitted to Caltrans for review. The signage enhancement designs will be brought back to the Marketing Committee in November with the plan to present to the board in December.

Emily Ghan from Civic Resources Group provided a summary of the research conducted to enhance the consumer experience on thetollroads.com and streamline the online payment process. The research included insights from the focus groups, Google Analytics, and A/B testing of online forms. Findings from the website research are being incorporated into a redesign of the website which is planned to launch this winter.


X SAN JOAQUIN IDLLS BOARD OF DIRECTORS __ FOOTHILL/EASTERN BOARD OF DIRECTORS


File No. 2015S-003

SUBJECT: Investment Reports - as of August 31, 2015


Receive and file.

SUMMARY:

Enclosed are the monthly investment reports for the San Joaquin Hills Transportation Corridor Agency (SJHTCA) as of August 31, 2015. As of August 31, 2015, 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.

Amy Potter, Chief Financial Officer

Howard Mallen, Director of Finance

REPORT WRITTEN BY: Daryn Martin, Manager of Treasury Operations (949) 754-3468

REVIEWED BY:

SUBMITTED BY:


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

DATE: October 8, 2015 TO: San Joaquin Hills Transportation Corridor Agency Board of Directors FROM: Daryn Martin, Manager of Treasury Operations SUBJECT: Investment Reports – August 31, 2015 STAFF RECOMMENDATION: Receive and file. BACKGROUND: The San Joaquin Hills Transportation Corridor Agency (SJHTCA) issues a monthly report to the Board of Directors to provide the overall investment profile and resulting performance of the investment portfolio. DISCUSSION: Compliance Enclosed are the investment reports for the SJHTCA for the month ended August 31, 2015. 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 August 31, 2015, 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 July 31, 2015, the adjusted cost portfolio balance increased by approximately $12.3 million to $316.4 million. The increase in August is primarily due to revenues transfers of $12.5 million and development impact fees of $0.8 million. The increase is partially offset by toll operations related expenses of $1.0 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

SJH Investment Reports File No. 2015S-003 October 8, 2015 Page 2

Securities—State and Local Government Series, also known as SLGS, at a zero percent interest 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 weighted average maturity of the SJHTCA portfolio, exclusive of the SLGS mentioned above, is 0.9 years. The weighted average YTM (Yield to Maturity @ Cost), also exclusive of the SLGS, was 0.20 percent at August 31, 2015, 4 basis points lower than the 0.24 percent at July 31, 2015. The decrease was primarily due to an increase in money market investments held while transitioning into Chandler Asset Management’s active investment strategy. The market value of the portfolio is materially equal to the adjusted cost of the portfolio at month end. Market values reported herein have been obtained from Interactive Data Corporation, which provides an online interface to the agency’s investment database system. 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 only top-rated securities and diversification of security types and maturities is required. As shown in Exhibit 2, approximately 68 percent of the entire portfolio is invested in U.S. Treasuries and Agency bonds that are rated AA+ by Standard and Poor’s and Aaa by Moody’s. The remainder of the portfolio is primarily invested in money market investments and municipal bonds, all rated in one of the three highest rating categories by at least two nationally recognized statistical rating agencies, and short-term commercial paper rated “A-1+/P-1”, the highest rating by the two rating agencies noted above . Economic Update Concerns about global economic growth, falling commodity prices, and ongoing uncertainty about Federal Reserve (“Fed”) monetary policy have recently fueled significant financial market volatility. Asian financial markets have been under pressure as concerns about China’s economy remain heightened. Meanwhile, the European Central Bank recently tempered its outlook for economic growth and inflation in the Eurozone. The Federal Open Market Committee (“FOMC”) left policy rates unchanged at its September 16-17 meeting. The FOMC cautioned that “recent global economic and financial developments may restrain economic activity” and said they would be monitoring global conditions closely. The FOMC still expects to see further improvement in the labor market and needs to be confident that inflation will move back toward its 2% target, before they raise the fed funds rate. Overall, the Fed’s September policy statement


was dovish, leaving the outlook for future monetary policy changes uncertain. Though labor market conditions are likely at, or near a level consistent with monetary policy normalization, inflation is still running below target and the outlook for global economic growth remains uncertain. The probability of a fed funds rate hike by year-end has somewhat diminished. There are two remaining FOMC meetings scheduled this year (October 27-28, and December 15-16). Employment gains continue to be a source of relative strength for the U.S. economy. Over the past three months, payrolls have increased by an average of 221,000 per month, compared to the trailing six-month average of 205,000. In August, the unemployment rate was 5.1%. However, the labor participation rate remains low at just 62.6%. A broader measure of unemployment called the U-6, which includes those whom are marginally attached to the labor force and employed part time for economic reasons, declined to 10.3% in August. Wages were up 2.2% on a year-over-year basis in August. Inflationary pressures remain benign. In August, Consumer Price Index (CPI) inflation was unchanged from July, up 0.2% on a year-over-year basis. The year-over-year Core CPI (CPI less food and energy) was also unchanged at 1.8% in August. The Personal Consumption Expenditures (PCE) price index was unchanged in July, up 0.3% on a year-over-year basis. The Core PCE price index was up 1.2% on a year-over-year basis, down slightly from 1.3% in June. Overall, inflation remains below the Fed's 2.0% target, largely due to weakness in oil and other global commodity prices. The manufacturing sector remains under pressure, largely due to the strength of the US dollar. However, the ISM manufacturing index remained above 50.0 in the latest reading, which suggests the manufacturing sector is still growing. Second quarter GDP growth was revised upward to an annualized rate of 3.7% from the advance estimate of 2.3%. Market participants currently expect annualized GDP growth of about 2.5% in the third quarter, and 2.7% growth in the fourth quarter. The housing sector continues to be a growing source of strength for the US economy, but home price appreciation has abated to some extent. According to the S&P Case-Shiller index, home prices were roughly flat in June on a month-over-month basis, and are up 5% on a year-over-year basis. Housing inventory remains tight which could lead to firming pricing ahead. Exhibits

1. Portfolio Summary – SJHTCA Indenture and Non-Indenture Funds.

This report provides a summary of the SJHTCA total portfolio value by asset category on both an adjusted cost basis (historical cost adjusted for the cumulative amortization of premium/discount recorded to date) and market value basis (fair value based on quoted market prices).


2. Portfolio Summary Graph– SJHTCA Indenture and Non-Indenture Funds Asset Allocation Comparison – Market Value

This pie chart is a representation of the market value and related percentage of each asset category in the portfolio to the total portfolio. The investment policy and debt agreements specify percentage limitations on certain asset categories. At August 31, 2015, the agency holdings were all below the maximum percentage limits.

3. Fixed Income Holdings – SJHTCA Indenture and Non-Indenture Funds

This report provides a detailed description and the associated ratings of each fixed income security held in the SJHTCA portfolio at August 31, 2015. This report includes all agency security holdings with the exception of money market funds and cash. 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. Monthly Investment Transactions These schedules detail the SJHTCA 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 San Joaquin Hills Transportation Corridor Agency (SJHTCA) as of August 31, 2015. As of August 31, 2015, 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

Exhibit 1

Adjusted PctSecurity Type Cost Market Value Assets Yield

Money Market & CashMONEY MARKET & CASH 86,596,211.24 86,596,211.24 27.37% 0.00

86,596,211.24 86,596,211.24 27.37% 0.00

Commercial PaperCOMMERCIAL PAPER 1,149,155.06 1,149,170.00 0.36% 0.35

1,149,155.06 1,149,170.00 0.36% 0.35

U.S. TreasuriesTREASURY NOTES 19,694,395.49 19,690,951.33 6.22% 0.57

19,694,395.49 19,690,951.33 6.22% 0.57

U.S. AgenciesFHLB BOND 7,715,521.24 7,708,577.10 2.44% 0.66FHLB DISCOUNT NOTE 11,947,656.93 11,945,388.18 3.78% 0.17FNMA BOND 13,839,916.46 13,847,485.16 4.38% 0.39FHLMC BOND 5,321,270.07 5,321,162.90 1.68% 0.66FHLMC DISCOUNT NOTE 1,799,195.91 1,798,552.80 0.57% 0.12AGENCY BOND 699,816.72 701,146.60 0.22% 0.63

41,323,377.33 41,322,312.74 13.06% 0.40

Municipal BondsMUNICIPAL BONDS 12,081,496.80 12,085,000.00 3.82% 0.37

12,081,496.80 12,085,000.00 3.82% 0.37

TOTAL PORTFOLIO WITHOUT TREASURY SLGS 160,844,635.92 160,843,645.31 50.83% 0.20

U.S. TreasuriesTREASURY SLGS 155,556,591.00 155,556,591.00 49.17% 0.00

TOTAL PORTFOLIO 316,401,226.92 316,400,236.31 100.00% 0.10

Transportation Corridor AgenciesPORTFOLIO SUMMARY

San Joaquin Hills Transportation Corridor AgencyIndenture & Non-Indenture Funds

August 31, 2015

Money Market & Cash27.37%

Commercial Paper0.36%

U.S. Treasuries55.39%

U.S. Agencies13.06%

Municipal Bonds3.82%

SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCYPORTFOLIO SUMMARY

INDENTURE AND NON-INDENTURE FUNDSAUGUST 31, 2015

MARKET VALUE $316,400,236.31

Exhibit 2

Transportation Corridor AgenciesFIXED INCOME HOLDINGS - SETTLED TRADES


August 31, 2015

Date/PriceAdj.Unit Adjusted

Description Symbol Par Value Cost Total Cost S&P Moody Call Put

COMMERCIAL PAPERGENERAL ELECTRIC CAPITAL CORP COMMERCIAL PAPER

36959jyp2 850,000 99.92 849,293.84 A-1+ P-1

0.360% Due 11-23-15TOYOTA MOTOR CREDIT CORP COMMERCIAL PAPER

89233hxp4 300,000 99.95 299,861.22 A-1+ P-1

0.317% Due 10-23-15COMMERCIAL PAPER Total 1,149,155.06

TREASURY SLGSU.S. Treasury SLGS s35347510 117,956,370 100.00 117,956,370.00 AA+ Aaa0.000% Due 01-15-27U.S. Treasury SLGS s35347910 27,393,548 100.00 27,393,548.00 AA+ Aaa0.000% Due 01-15-27U.S. Treasury SLGS s35348080 10,206,673 100.00 10,206,673.00 AA+ Aaa0.000% Due 01-15-27TREASURY SLGS Total 155,556,591.00

TREASURY NOTESU.S. TREASURY NOTE 912828NZ9 200,000 100.06 200,126.12 AA+ Aaa1.250% Due 09-30-15U.S. TREASURY NOTE 912828a34 380,000 99.96 379,832.41 AA+ Aaa1.250% Due 11-30-18U.S. TREASURY NOTE 912828a67 4,900,000 100.02 4,901,207.82 AA+ Aaa0.250% Due 12-31-15U.S. TREASURY NOTE 912828b74 1,150,000 100.00 1,150,002.86 AA+ Aaa0.625% Due 02-15-17U.S. TREASURY NOTE 912828j35 380,000 99.85 379,432.30 AA+ Aaa0.500% Due 02-28-17U.S. TREASURY NOTE 912828k66 5,000,000 99.84 4,992,112.78 AA+ Aaa0.500% Due 04-30-17U.S. TREASURY NOTE 912828ru6 380,000 100.44 381,671.45 AA+ Aaa0.875% Due 11-30-16U.S. TREASURY NOTE 912828sc5 380,000 100.51 381,953.80 AA+ Aaa0.875% Due 01-31-17U.S. TREASURY NOTE 912828sy7 380,000 99.89 379,576.39 AA+ Aaa0.625% Due 05-31-17U.S. TREASURY NOTE 912828tb6 1,000,000 100.13 1,001,264.17 AA+ Aaa0.750% Due 06-30-17U.S. TREASURY NOTE 912828tm2 1,575,000 99.67 1,569,802.57 AA+ Aaa0.625% Due 08-31-17U.S. TREASURY NOTE 912828tw0 1,700,000 100.01 1,700,119.12 AA+ Aaa0.750% Due 10-31-17U.S. TREASURY NOTE 912828ua6 380,000 99.41 377,762.38 AA+ Aaa0.625% Due 11-30-17U.S. TREASURY NOTE 912828uj7 380,000 99.82 379,310.75 AA+ Aaa0.875% Due 01-31-18U.S. TREASURY NOTE 912828uu2 380,000 99.31 377,365.70 AA+ Aaa0.750% Due 03-31-18U.S. TREASURY NOTE 912828vk3 380,000 100.77 382,931.44 AA+ Aaa1.375% Due 06-30-18

1

dmartin

Typewritten Text

Exhibit 3



August 31, 2015



U.S. TREASURY NOTE 912828vr8 380,000 100.22 380,823.27 AA+ Aaa0.625% Due 08-15-16U.S. TREASURY NOTE 912828xa3 380,000 99.76 379,100.15 AA+ Aaa1.000% Due 05-15-18TREASURY NOTES Total 19,694,395.49

FHLB BONDFEDERAL HOME LN BKS 3130A0C65 3,200,000 99.97 3,199,031.96 AA+ Aaa0.625% Due 12-28-16FEDERAL HOME LOAN BANK BOND

3130a1nn4 4,500,000 100.37 4,516,489.28 AA+ Aaa

0.875% Due 05-24-17FHLB BOND Total 7,715,521.24

FHLB DISCOUNT NOTEFEDERAL HOME LOAN BANK DISCOUNT NOTE

313384rt8 11,955,000 99.94 11,947,656.93 A-1+ P-1

0.000% Due 01-13-16FHLB DISCOUNT NOTE Total 11,947,656.93

FNMA BONDFEDERAL NATL MTG ASSN 3135G0SB0 11,940,000 100.00 11,940,083.14 AA+ Aaa0.375% Due 12-21-15FEDERAL NATL MTG ASSN BOND

3135g0va8 1,900,000 99.99 1,899,833.32 AA+ Aaa

0.500% Due 03-30-16FNMA BOND Total 13,839,916.46

FHLMC BONDFEDERAL HOME LOAN MORTGAGE CORPORATION

3137eadh9 4,000,000 100.58 4,023,190.62 AA+ Aaa

1.000% Due 06-29-17FEDERAL HOME LOAN MORTGAGE CORPORATION

3137eadu0 1,300,000 99.85 1,298,079.44 AA+ Aaa

0.500% Due 01-27-17FHLMC BOND Total 5,321,270.07

FHLMC DISCOUNT NOTEFEDERAL HOME LOAN MORTGAGE CORPORATION DISCOUNT NOTE

313396rt2 1,800,000 99.96 1,799,195.91 A-1+ P-1

0.000% Due 01-13-16FHLMC DISCOUNT NOTE Total 1,799,195.91

2

dmartin

Typewritten Text

Exhibit 3



August 31, 2015



AGENCY BONDFARMER MAC NOTE 31315pj42 700,000 99.97 699,816.72 NR NR0.600% Due 06-27-16AGENCY BOND Total 699,816.72

MUNICIPAL BONDSBAY AREA TOLL AUTH CALIF TOLL

072024de9 2,000,000 102.67 2,053,351.84 AA Aa3 04-01-16

5.000% Due 04-01-16 100.00MISSOURI STATE GENERAL OBLIGATION BOND

606301MG1 9,000,000 100.30 9,027,010.55 AAA Aaa

4.000% Due 10-01-15UNIVERSITY CALIF REVENUE BOND

91412GPX7 1,000,000 100.11 1,001,134.41 AA Aa2

0.659% Due 05-15-16MUNICIPAL BONDS Total 12,081,496.80

GRAND TOTAL 229,805,015.68

3

dmartin

Typewritten Text

Exhibit 3

dmartin

Typewritten Text

Note 1

dmartin

Typewritten Text

Note 1: The issuer is a U.S. Government Agency. The security, which is unrated, is an authorized investment per the Investment Policy.

dmartin

Typewritten Text

Exhibit 4

1

Trade Settle UnitDate Date Quantity Security Cost Cost

PURCHASES

There were no purchases of investment securities during the month.

TOTAL -$

From 08-01-15 To 08-31-15

Transportation Corridor AgenciesTRANSACTION SUMMARY ON SETTLEMENT DATE


Exhibit 4

2

Trade Settle Gain/Date Date Quantity Security Proceeds Loss

SALES

There were no sales of investment securities during the month.

TOTAL -$ -$



From 08-01-15 To 08-31-15

Exhibit 4

3

Trade SettleDate Date Quantity Security Proceeds

MATURITIES

8/12/2015 8/12/2015 33,900,000 FEDERAL HOME LOAN BANK DISCOUNT NOTE 33,899,015.96 0.000% Due 08-12-15

8/12/2015 8/12/2015 21,200,000 FEDERAL HOME LOAN BANK DISCOUNT NOTE 21,199,384.61 0.000% Due 08-12-15

TOTAL 55,098,400.57$



From 08-01-15 To 08-31-15

Exhibit 5

INVESTMENT DEFINITIONS

Historical Cost The original price paid for the investment. Adjusted Cost Historical cost adjusted for the cumulative amortization of

premium/discount recorded to date. Market Value An approximation of the current trading price. The Agency obtains

such data from a pricing service bureau. Par 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. 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. Basis Point Unit of interest rates or yields expressed as a percentage. One hundred

basis points equal one percent. Coupon Rate The annual interest rate that a debt issuer promises to pay an investor. Maturity Date The date on which the principal or last principal payment on a debt is

due and payable. 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.

Yield to Maturity-Cost (YTM-C) The rate of return yielded by a debt security held to maturity when both

interest payments and the premium or discount paid by the investor are taken into account.

Yield to Maturity-Market (YTM-M) Same as above, except the current market price is substituted for

historical cost. This rate fluctuates with the market where the YTM-Cost remains constant for each individual investment.

Exhibit 5

Fixed Income Security A debt instrument with a fixed or variable interest component and a

maturity date. Money Market Security A short-term debt instrument such as a treasury bill or commercial

paper. 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.

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 credit risk.

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.

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.

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.

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.


File No. 2015J-053


SUBJECT: Master Utility Infrastructure Inventory


Foothill/Eastern Transportation Corridor Agency Recommendation: 1) Authorize the chief executive officer (CEO) to execute task order T0-001 within contract K001049 with

AECOM for an amount not-to-exceed $21,300 to provide design engineering consulting services. 2) Authorize the CEO to execute additional changes to this contract within five percent ($1,065) of the

above amount.

San Joaquin Hills Transportation Corridor Agency Recommendation: 1) Authorize the chief executive officer (CEO) to execute task order T0-001 within contract KOO l 049 with

AECOM for an amount not-to-exceed $12,700 to provide design engineering consulting services. 2) Authorize the CEO to execute additional changes to this contract within five percent ($635) of the above

amount.

SUMMARY: The utilities that serve the 51-mile toll road system and keep it running include an extensive fiber-optic network as well as electrical, water and telephone services to toll plaza and related facilities. Occasionally engineers and contractors work on projects on or near The Toll Roads and need to know the locations of the agencies' utilities for either design needs or protection during field excavation.

The 73, 133, 241 and 261 Toll Roads were built in many phases over the past two decades. This has resulted in multiple sets of agency-operated utility as-built plans prepared by various consultants in various levels of detail. The goal of this project is to bring those multiple plan sets into one place and into a format or system that will allow our engineering staff to easily access information regarding the agencies' utilities.

CONTRACTOR/CONSULTANT:

COST:

REPORT WRITTEN BY:

REVIEWED BY:

SUBMITTED BY:

AECOM (City of Orange Office)

FIE= $21,300 SJH = $12,700

David Lowe, Acting Chief Engineer (949) 754-3488

Communications ~\ Engineering ~ Environmental ~~ Finance ,{)>t'

Strategic Plannnin>-:g~~'----...£--~ Toll Operations ~

COMMITTEE TRANSMITTAL DATE: October 8, 2015 TO: Members of Board of Directors FROM: David Lowe, Acting Chief Engineer SUBJECT: Master Utility Infrastructure Inventory Joint Capital Programs and Projects Committee Meeting / September 17, 2015 Present: Ross Chun, Laurie Davies, Kelley Jimenez, Chuck Puckett, Christina

Shea, Craig Young Absent: Lisa Bartlett, Melody Carruth, Mark Murphy, Todd Spitzer, Scott Voigts Committee Discussion Staff presented an overview of The Toll Roads utility system and the process it follows in protecting those utilities from outside construction contractor’s excavation work. The scope of work is for the development of a map-based utility inventory that will provide easy access to as-built plan information, reducing the staff time involved. The allocated cost between agencies was discussed and subsequently revised. Concerns were raised about the recommended consultant’s cost overruns on a particular County of Orange project and staff was asked to investigate. The Committee has forwarded it to the Boards of Directors for approval. Staff Recommendation Foothill/Eastern Transportation Corridor Agency Recommendation:

1) Authorize the chief executive officer (CEO) to execute task order TO-001 within contract K001049 with AECOM for an amount not-to-exceed $21,300 to provide design engineering consulting services.

2) Authorize the CEO to execute additional changes to this contract within five percent ($1,065) of the above amount.

San Joaquin Hills Transportation Corridor Agency Recommendation:

1) Authorize the chief executive officer (CEO) to execute task order TO-001 within contract K001049 with AECOM for an amount not-to-exceed $12,700 to provide design engineering consulting services.

2) Authorize the CEO to execute additional changes to this contract within five percent ($635) of the above amount.


DATE: October 8, 2015 TO: San Joaquin Hills Transportation Corridor Agency Board of Directors

Foothill/Eastern Transportation Corridor Agency Board of Directors FROM: David Lowe, Acting Chief Engineer SUBJECT: Master Utility Infrastructure Inventory STAFF RECOMMENDATION: Foothill/Eastern Transportation Corridor Agency Recommendation: 1) Authorize the chief executive officer (CEO) to execute task order TO-001 within contract K001049

with AECOM for an amount not-to-exceed $21,300 to provide design engineering consulting services.


San Joaquin Hills Transportation Corridor Agency Recommendation: 1) Authorize the chief executive officer (CEO) to execute task order TO-001 within contract K001049

with AECOM for an amount not-to-exceed $12,700 to provide design engineering consulting services.

2) Authorize the CEO to execute additional changes to this contract within five percent ($635) of the above amount.

BACKGROUND: Agencies, developers and contractors involved with both major and minor improvement projects along or near The Toll Roads contact agency engineering staff needing as-built information regarding agency utilities. If a project potentially conflicts with these utilities, agency staff locates the as-built plans and either forwards the information or physically delineates the utilities in the field in order to avoid physical damage from construction equipment. Thousands of these

Master Utility Infrastructure Inventory File No. 2015J-053 October 8, 2015 Page 2 of 2

projects occur along the system each year. Physical damage to any of the agencies’ utilities could result in lack of service and unexpected agency costs for restoration. As a result of the multiple phases of The Toll Road design over the years, the utility as-built plans consist of multiple sets in various formats. The goal of this project is to combine the various formats into a single system that provides for quick and simple access. DISCUSSION: The Request for Proposals (RFP) was issued on July 9, 2015, to each of the four On-Call Design Engineering Consultants: AECOM, WKE, Inc., T.Y. Lin International and RBF/Michael Baker. Three of the four firms responded to the RFP with only RBF/Michael Baker not proposing. The three proposals were evaluated internally by the agencies’ engineering staff. It was determined that AECOM offered the best overall value and has professionals with expertise in document management. AECOM has proposed a solution that builds a map based SharePoint Document Management System that will graphically display plan information along The Toll Road alignments. This will allow staff that may not be familiar with details of the Toll Road utilities to easily access the information so that damage can be avoided. The review and discussion of this procurement took place at the Joint Capital Programs & Projects Committee meeting held on September 17, 2015. BUDGET: Funding for this initial effort is included in the Fiscal Year 2016 budget. CONCLUSION: The utilities that serve the 51-mile toll road system and keep it running include an extensive fiber-optic network as well as electrical, water and telephone services to toll plaza and related facilities. Occasionally engineers and contractors work on projects on or near The Toll Roads and need to know the locations of the agencies’ utilities for either design needs or protection during field excavation. The 73, 133, 241 and 261 Toll Roads were built in many phases over the past two decades. This has resulted in multiple sets of agency-operated utility as-built plans prepared by various consultants in various levels of detail. The goal of this project is to bring those multiple plan sets into one place and into a format or system that will allow our engineering staff to easily access information regarding the agencies’ utilities.

PROCUREMENT SUMMARY REPORT File No. 2015J-053 Contract #: K001049 Task Order #: TO-001 Title: Engineering Design Consulting Services On-Call Master Utility Infrastructure Inventory Consultant: AECOM (Orange, CA) Procurement Process

Type: Negotiated Task Order Award Criteria: Qualifications Negotiated Price: NTE $34,000 Contract Notes: This action authorizes Consultant to build a map based Sharepoint Document Management System that will graphically display utility as-built plan information along The Toll Road alignments. This will allow staff that may not be familiar with details of the Toll Road utilities to easily access the information so that damage can be avoided from construction equipment. Consultant was pre-qualified for On-Call Engineering Design Consulting Services through a competitive Request for Statement of Qualifications previously approved by the Boards of Directors. All-inclusive labor rates remain unchanged. The contract contains standard indemnification language previously approved by legal counsel. Contract No. K001049 Compensation:

F/ETCA SJHTCA TOTAL Current NTE Amount 0.00 0.00 $0.00

Task Order TO-001 $21,300.00 $12,700.00 $34,000.00 Master Utility Infrastructure Inventory

Revised NTE Amount $21,300.00 $12,700.00 $34,000.00



SUBJECT: Level of Service Annual Report - Benchmark


Foothill/Eastern Transportation Corridor Agency Recommendation:

File No. 2015J-054

1) Authorize the chief executive officer (CEO) to execute task order T0-001 within contract K001053 with Cambridge Systematics, Inc. for an amount not-to-exceed $58,850 to provide traffic engineering consulting services.


San Joaquin Hills Transportation Corridor Agency Recommendation: 1) Authorize the chief executive officer (CEO) to execute task order T0-001 within contract K001053 with

Cambridge Systematics, Inc. for an amount not-to-exceed $39,250 to provide traffic engineering consulting services.

2) Authorize the CEO to execute additional changes to this contract within five percent ($1 ,963) of the above amount.

SUMMARY:

As ridership continues to grow on The Toll Roads, maintaining the system in a reliable, free-flowing condition is an important consideration for our customers. Staff is proposing to begin an annual program of measuring the traffic level-of-service on each of the toll road segments and at all on- and off-ramp intersections. The program will include an initial benchmarking effort as discussed in this report. Annual updates will be performed in future years. The findings will provide staff with data to use as it develops the agencies' Capital Improvement Plan each fiscal year and planning for upcoming projects. Results will also provide important input into the toll setting process.


COST:

REPORT WRITTEN BY:

REVIEWED BY:

SUBMITTED BY:

Cambridge Systematics, Inc. (Los Angeles Office)

FIE= $58,850 SJH = $39,250


Communications Engineering Environmental Finance Strategic Planning

Toll Operatio.,:.:n::..s--------~,.;p"----

COMMITTEE TRANSMITTAL DATE: October 8, 2015 TO: Members of Board of Directors FROM: David Lowe, Acting Chief Engineer SUBJECT: Level of Service Annual Report - Benchmark Joint Capital Programs and Projects Committee Meeting / September 17, 2015 Present: Ross Chun, Laurie Davies, Kelley Jimenez, Chuck Puckett, Christina

Shea, Craig Young Absent: Lisa Bartlett, Melody Carruth, Mark Murphy, Todd Spitzer, Scott Voigts Committee Discussion Staff presented an overview of a proposed study to evaluate the traffic level of service of highway segments and arterial ramp intersections on The Toll Roads. The report will provide data used in updating the Capital Improvement Plan each fiscal year, in budget planning and also during the toll setting process. The Committee has forwarded it to the Boards of Directors for approval. Staff Recommendation Foothill/Eastern Transportation Corridor Agency Recommendation:

1) Authorize the chief executive officer (CEO) to execute task order TO-001 within contract K001053 with Cambridge Systematics, Inc. for an amount not-to-exceed $58,850 to provide traffic engineering consulting services.



1) Authorize the chief executive officer (CEO) to execute task order TO-001 within contract K001053 with Cambridge Systematics, Inc. for an amount not-to-exceed $39,250 to provide traffic engineering consulting services.




Foothill/Eastern Transportation Corridor Agency Board of Directors FROM: David Lowe, Acting Chief Engineer SUBJECT: Level of Service Annual Report – Benchmark STAFF RECOMMENDATION: Foothill/Eastern Transportation Corridor Agency Recommendation: 1) Authorize the chief executive officer (CEO) to execute task order TO-001 within contract K001053

with Cambridge Systematics, Inc. for an amount not-to-exceed $58,850 to provide traffic engineering consulting services.


San Joaquin Hills Transportation Corridor Agency Recommendation: 1) Authorize the chief executive officer (CEO) to execute task order TO-001 within contract K001053

with Cambridge Systematics, Inc. for an amount not-to-exceed $39,250 to provide traffic engineering consulting services.


BACKGROUND: Increasing ridership on The Toll Roads benefits the mobility of the entire region by continuing to provide an alternative to congested local highways and arterial streets. The toll road system was always planned to be expanded and several widening projects have been implemented over the years to accommodate traffic growth. In order to ensure that the roads remain reliable and free-flowing, staff is proposing to begin an annual review program of the level-of-service on each segment of the toll road system and at each on- and off-ramp intersection.

Level of Service Annual Report – Benchmark File No. 2015J-054 October 8, 2015 Page 2 of 3

DISCUSSION: The initial effort of the program includes a detailed analysis of the capacity of each segment of The Toll Roads, taking into account lane configurations, auxiliary, merge/diverge and weaving sections, horizontal and vertical alignments, truck traffic and other elements. Current traffic levels for each of the segments is obtained and then compared to the segment capacity, resulting in a level-of-service performance result. The results will be supplemented and compared with speed data obtained from sensors within the roadway. A similar level-of-service approach is planned for the toll road on- and off-ramp intersections at each of the arterials. This will provide each agency with a snapshot of how the system is performing. Future annual updates will be used to develop trends in system performance. Using the capacity analysis, the traffic consultant can then take future traffic projections (provided by other sources) and determine any system bottlenecks and constraints that may occur. This will help staff assess any capacity needs and prepare for future projects as it periodically reviews the agencies’ Capital Improvement Plan. Sensitivity analyses are also included in the scope for such major projects as the 241/91 Connector and the 241 extension. This will assist the agencies with understanding what capacity improvements are needed on the existing system and when any extensions or other improvements are made. The Request for Proposals (RFP) was issued on July 9, 2015, to each of the four On-Call Traffic Engineering Consultants: Jacobs, Stantec, Fehr & Peers and Cambridge Systematics. All four firms responded to the RFP. The four proposals were evaluated internally by the agencies’ engineering staff. It was determined that Cambridge Systematics offered the best overall value and offers a team of experienced professionals that provide expertise in capacity analysis and experience in similar work for other agencies. A plan for annual monitoring and analysis of data (FY2017 on) will be developed and is expected to cost significantly less than this initial benchmarking effort. The consultant estimates the annual update will cost approximately $10,000 per agency per year. Future toll road improvements may increase this annual cost as new capacity analyses will need to be incorporated. This future work will be conditional upon the Boards’ approval of future task orders, as well as future fiscal years’ budgets. Review and discussion of this procurement took place at the Joint Capital Programs & Projects Committee meeting held on September 17, 2015. BUDGET: Funding for this initial effort is included in the Fiscal Year 2016 budget.

Level of Service Annual Report – Benchmark File No. 2015J-054 October 8, 2015 Page 3 of 3

CONCLUSION: As ridership continues to grow on The Toll Roads, maintaining the system in a reliable, free-flowing condition is an important consideration for our customers. Staff is proposing to begin an annual program of measuring the traffic level-of-service on each of the toll road segments and at all on- and off-ramp intersections. The program will include an initial benchmarking effort as discussed in this report. Annual updates will be performed in future years. The findings will provide staff with data to use as it develops the agencies’ Capital Improvement Plan each fiscal year and planning for upcoming projects. Results will also provide important input into the toll setting process.

PROCUREMENT SUMMARY REPORT File No. 2015J-054 Contract #: K001053 Task Order #: TO-001 Title: Traffic Engineering Consulting Services On-Call Level of Service Annual Report - Benchmark Consultant: Cambridge Systematics, Inc. (Los Angeles, CA) Procurement Process

Type: Negotiated Task Order Award Criteria: Qualifications Negotiated Price: NTE $98,100 Contract Notes: This action authorizes Consultant to conduct a detailed analysis of the capacity of each segment of the toll roads, taking into account lane configurations, auxiliary, merge/diverge and weaving sections, horizontal and vertical alignments, truck traffic and other elements. Current traffic levels for each of the segments is then obtained and compared to the segment capacity, resulting in a level-of-service performance result. The results will be supplemented and compared with speed data obtained from sensors within the roadway. Consultant was pre-qualified for On-Call Traffic Engineering Consulting Services through a competitive Request for Statement of Qualifications previously approved by the Boards of Directors. All-inclusive labor rates remain unchanged. The contract contains standard indemnification language previously approved by legal counsel. Contract No. K001053 Compensation:


Task Order TO-001 $58,850.00 $39,250.00 $98,100.00 Toll Road Level of Service Annual Report


X SAN JOAQUIN HILLS BOARD OF DIRECTORS __ FOOTHILL/EASTERN BOARD OF DIRECTORS


File No. 2015S-014

SUBJECT: Audited Financial Statements for San Joaquin Hills Transportation Corridor Agency for the year ended June 30, 2015


Approve Audited Financial Statements

SUMMARY:

The Audited Financial Statements for the year ended June 30, 2015 include the Statement of Net Position, Statement of Revenue, Expenses, and Changes in Net Position, Statement of Cash Flows, and Notes to the Financial Statements, and are presented in accordance with U.S. generally accepted accounting principles. The presentation also includes the report of our independent auditors and Management's Discussion and Analysis.

REPORT WRITTEN BY: Dave Sherwood, Controller (949) 754-3494

CONTRACTOR/CONSULTANT: KPMG

COST: NIA

REVIEWED BY: Finance

SUBMITTED BY:

SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY

Financial Statements

June 30, 2015

(With Independent Auditors’ Report Thereon)


Table of Contents

Page

Independent Auditors’ Report 1

Management’s Discussion and Analysis 3

Financial Statements:

Statement of Net Position 9

Statement of Revenue, Expenses, and Changes in Net Position 10

Statement of Cash Flows 11

Notes to Financial Statements 13

KPMG LLP Suite 700 20 Pacifica Irvine, CA 92618-3391

KPMG LLP is a Delaware limited liability partnership, the U.S. member firm of KPMG International Cooperative (“KPMG International”), a Swiss entity.

Independent Auditors’ Report

The Honorable Board of Directors San Joaquin Hills Transportation Corridor Agency:

We have audited the accompanying financial statements of the San Joaquin Hills Transportation Corridor Agency (the agency), which comprise the statement of net position as of June 30, 2015, and the related statements of revenue, expenses, and changes in net position and cash flows for the year then ended, and the related notes to the financial statements.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the San Joaquin Hills Transportation Corridor Agency as of June 30, 2015, and the results of its operations and its cash flows for the year then ended in accordance with U.S. generally accepted accounting principles.

2

Emphasis of Matters

Adoption of New Accounting Pronouncements

As discussed in the Significant Accounting Policies note to the financial statements, in 2015 the agency adopted Governmental Accounting Standards Board (GASB) Statement No 68, Accounting and Financial Reporting for Pensions and GASB Statement No. 71, Pension Transition for Contributions Made Subsequent to the Measurement Date. Our opinion is not modified with respect to this matter.

Other Matter

Required Supplementary Information

U.S. generally accepted accounting principles require that management’s discussion and analysis on pages 3–8 be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance.

October 2, 2015


Management’s Discussion and Analysis

June 30, 2015 and 2014

(In thousands)

3 (Continued)

This discussion and analysis of the financial performance of the San Joaquin Hills Transportation Corridor Agency (the agency) provides an overview of the agency’s financial activities for the fiscal years ended June 30, 2015 and 2014. Please read it in conjunction with the agency’s financial statements and accompanying notes.

Background

The agency was formed in 1986 as a joint powers authority by the County of Orange and cities in Orange County, California to provide traffic relief to Orange County through the construction and operation of a toll road. The agency was created to plan, design, finance, construct, and operate a 15-mile toll road, known as the San Joaquin Hills (State Route 73) Toll Road. The agency’s primary focus is the operation of the facility and collection of tolls to repay the tax-exempt revenue bonds that were issued to construct the toll road.

Planning began in the 1970s when local transportation studies identified the need for new highways, including the San Joaquin Hills Transportation Corridor (State Route 73), to serve Orange County’s growing population. In the early 1980s, the corridor was envisioned as a free highway funded through state or federal gas-tax revenue, but with a shortage of gas-tax revenue to fund transportation improvements and increasing costs of building new roads, local officials began to study alternative ways to fund road projects.

In the mid-1980s, two state laws were passed authorizing the agency to collect tolls and development impact fees to fund road construction. With a pledged revenue stream from future tolls and development impact fees, the agency issued nonrecourse, toll-revenue bonds to fund road construction, rather than relying on the uncertainty of state gas-tax revenue. The agency also reached an agreement with the California Department of Transportation (Caltrans) to assume ownership, liability, and maintenance of the State Route 73 Toll Road as part of the state highway system. This agreement eliminated the need for the agency to seek additional funding sources for road maintenance.

In 1996, the State Route 73 Toll Road opened to traffic, the first publicly operated toll road in Southern California. At June 30, 2015 and 2014, averages of approximately 92,000 and 83,000 transactions, respectively, are recorded on the State Route 73 Toll Road every weekday, serving as an important, time-saving alternative route to the Interstate 405 and Interstate 5 Freeways.

Financial Highlights

In November 2014, the agency issued $1,392,760 of Series 2014 Current Interest Toll Road Refunding Revenue Bonds (2014 Bonds); the proceeds of the issuance were used to refund the outstanding balances of its 1993 bonds; its 1997 current interest bonds; and portions of its 1997 capital appreciation bonds and convertible capital appreciation bonds. As a result of this transaction, the ultimate maturity of the agency’s long-term debt obligations has been extended from 2042 to 2050. In addition, the transaction is expected to provide greater financial flexibility, more latitude in managing future toll rate increases, and increased ability to withstand future economic downturns.

Tolls, fees, and fines collected in fiscal year 2015 (FY15) totaled $147,733 compared to $129,103 in fiscal year 2014 (FY14), an increase of 14.4%.



June 30, 2015 and 2014

(In thousands)

4 (Continued)

As of June 30, 2015 and 2014, the agency had $295,831 and $370,829, respectively, in restricted cash and investments subject to the master indentures of trust for the bonds outstanding at each date. The agency also had $35,660 and $23,651, respectively, in unrestricted cash.

The agency’s net position at June 30, 2015 and 2014 was $(1,899,785) and $(1,773,548), respectively. The negative net position results primarily because the agency’s financial statements reflect its long-term debt obligations which were used to fund construction of the corridor, but not the related capital assets, since ownership of the corridor was transferred to Caltrans upon completion.

Overview of the Financial Statements

The agency’s financial statements include its statement of net position, statement of revenue, expenses, and changes in net position, statement of cash flows, and notes to the financial statements. The financial statements present the financial picture of the agency from the economic resources measurement focus using the accrual basis of accounting. These statements include the assets and liabilities of the agency as well as certain items labeled as deferred outflows and inflows of resources. The current year’s revenue and expenses are taken into account regardless of when cash is received or paid. The statement of cash flows provides information about the agency’s cash receipts, cash payments, and net changes in cash resulting from operating, capital and related financing, and investing activities during the reporting period.

The statement of net position and the statement of revenue, expenses, and changes in net position report the agency’s net position and related changes. Net position is the difference between the total of recorded assets and deferred outflows and the total of liabilities and deferred inflows. The recorded activities include all toll revenue and operating expenses related to the operation of the San Joaquin Hills Transportation Corridor, as well as the agency’s construction-related activities and related financing costs. Activities are financed by toll revenue, development impact fees, fees and fines, and investment income.



June 30, 2015 and 2014

(In thousands)

5 (Continued)

Financial Analysis

The following table summarizes the net position of the agency as of June 30, 2015 and 2014:

Percentageincrease

2015 2014 (decrease)

Assets and deferred outflows:Current assets $ 111,783 99,031 12.9%Capital assets, net 6,422 6,464 0.6Other noncurrent assets 230,428 305,251 (24.5)Deferred outflows 108,453 — —

Total assets and deferred outflows 457,086 410,746 11.3

Liabilities and deferred inflows:Bonds payable 2,191,499 2,148,605 2.0Note payable to F/ETCA 120,195 — —Net pension liability 3,126 — —Other liabilities 41,619 35,689 16.6Deferred inflows 432 — —

Total liabilities and deferred inflows 2,356,871 2,184,294 7.9Net position $ (1,899,785) (1,773,548) 7.1

In connection with the agency’s November 2014 bond refinance transaction, the agency incurred a deferred loss for accounting purposes, which has been recorded as a deferred outflow of resources. Further, as more fully described in note 6(c) to the accompanying financial statements, the agency’s Board of Directors and the Board of Directors of Foothill/Eastern Transportation Corridor Agency (F/ETCA) approved an agreement that provided for termination of the Mitigation Payment and Loan Agreement between the agencies, concurrently with the closing of the refinance transaction. The termination agreement also provided for the agency to pay $120,000 to F/ETCA, in annual installments beginning January 15, 2025 equal to 50% of the agency’s surplus funds, plus accrued interest.

As more fully described in notes 2 and 8 to the accompanying financial statements, the agency adopted Governmental Accounting Standards Board (GASB) Statement No. 68 and recorded its proportionate share of the collective net pension liability applicable to the defined benefit pension plan in which its employees participate, as well as related deferred outflows and inflows of resources related to pensions. This resulted in an adjustment to the agency’s previously reported net position as of June 30, 2014 in order to record its net pension liability as of that date, as reflected in the statement of revenue, expenses, and changes in net position.



June 30, 2015 and 2014

(In thousands)

6 (Continued)

Following is a summary of the agency’s revenue, expenses, and changes in net position for the years ended June 30, 2015 and 2014:

Percentageincrease

2015 2014 (decrease)

Operating revenue:Tolls, fees, and fines $ 147,733 129,103 14.4%Development impact fees 3,483 3,807 (8.5)Other revenue 1 7 (85.7)

Total operating revenue 151,217 132,917 13.8

Operating expenses 13,710 13,859 (1.1)

Operating income 137,507 119,058 15.5

Nonoperating expenses, net (260,424) (112,171) 132.2

Change in net position (122,917) 6,887 —

Net position at beginning of year (1,773,548) (1,780,435) (0.4)Adjustment for the cumulative effect on prior

years of applying retroactively the newmethod for accounting for pensions (3,320) — —

Net position at end of year $ (1,899,785) (1,773,548) 7.1

Revenue for the agency consist primarily of tolls, fees, and fines, which comprised 97.7% of total revenue in FY15 as compared to 97.1% in FY14. Tolls, fees, and fines increased 14.4% and 16.9%, respectively, over each of the two preceding years, primarily due to toll rate increases and increases in toll transactions. Development impact fees were $3,483 in FY15 compared to $3,807 in FY14, a decrease of 8.5%. The amount of development impact fees received in a given year is related to residential and nonresidential development in Orange County within the area of benefit from the San Joaquin Hills Corridor.

Operating expenses were $13,710 in FY15 compared to $13,859 in FY14, a decrease of 1.1%. Included in operating expenses is noncash depreciation expense on fixed assets of $1,687 in FY15, compared to $842 in FY14. The increase in depreciation expense is attributable to the completion of the agency’s All Electronic Tolling (AET) project in FY15. Excluding depreciation, operating expenses were $12,023 in FY15 and $13,017 in FY14, a decrease of $994.

Net nonoperating expenses for FY15 include investment income of $1,133; interest expense of $123,370; costs related to the bond refunding transaction of $16,982; arbitrage rebate costs of $1,205; and the $120,000 cost to terminate the Mitigation Payment and Loan Agreement with F/ETCA. For FY14, the agency had investment income of $3,275 and interest expense of $115,446.



June 30, 2015 and 2014

(In thousands)

7 (Continued)

Capital Assets, Net

The following table summarizes the agency’s capital assets, net of accumulated depreciation at June 30:

2015 2014

Construction in progress $ — — Right-of-way acquisitions, grading, or improvement 119 119 Furniture and equipment 6,303 6,345

Total capital assets, net $ 6,422 6,464

Right-of-way acquisitions, grading, or improvements include easements and environmental mitigation parcels. Furniture and equipment includes transponders, toll and violations collection equipment, buildings, and changeable message signs.

More detailed information about the agency’s capital assets is presented in note 5 to the financial statements.

Debt Administration

The agency had outstanding bonds payable of $2,191,499 and $2,148,605 at June 30, 2015 and 2014, respectively. The net increases in 2015 and 2014 were partially attributable to accretion of principal on capital appreciation bonds totaling $48,547 and $59,511, respectively. The remainder of the change in each year is attributable to the bond refunding transaction in FY15 and principal payments of $36,890 in FY14.

All of the agency’s toll, fees, fines and development impact fee revenue, less certain expenses, as defined in the indentures of trust, is pledged to repay these bonds. The agency has several debt covenants contained in the master indentures of trust. Management of the agency represents that the agency was in compliance with all of its covenants as of and for the years ended June 30, 2015 and 2014.

Economic Factors

After consideration of the toll rate recommendations from the agency’s traffic consultant and the potential effects of traffic diversion, toll rates were approved by the agency’s Board of Directors for implementation effective July 1, 2015. The new toll rates are projected to result in a 3.1% increase in transactional toll revenue and reflect increases of 2% for FasTrak® toll rates and maintenance of the $1.00 increment above the FasTrak® rates for non-FasTrak transactions.

The agency continues to focus on customer incentives and promotions to attract new drivers, reward current customers, and increase total transactions and revenue.



June 30, 2015 and 2014

(In thousands)

8

Contacting the Agency’s Financial Management

This financial report is designed to provide a general overview of the agency’s finances. Questions concerning any of the information provided in this report or requests for additional financial information should be addressed to the Controller, San Joaquin Hills Transportation Corridor Agency, 125 Pacifica, Suite 100, Irvine, CA 92618 or to [email protected].

9

SAN JOAQUIN HILLS TRANSPORTATIONCORRIDOR AGENCY

Statement of Net Position

June 30, 2015

(In thousands)

Assets:Current assets:

Cash and investments $ 29,114 Restricted cash and investments 71,949 Receivables:

Accounts, net of allowance of $2,906 3,291 Other 210

Due from Foothill/Eastern Transportation Corridor Agency 6,444 Other assets 775

Total current assets 111,783

Noncurrent assets:Cash and investments 6,546 Restricted cash and investments 223,882 Capital assets, net 6,422

Total noncurrent assets 236,850

Deferred outflows of resources:Unamortized deferral of bond refunding costs 108,078 Pension costs 375

Total assets and deferred outflows 457,086

Liabilities:Current liabilities:

Accounts payable 1,339 Unearned revenue 6,623 Employee compensated absences payable 182 Interest payable 32,270 Current portion of bonds payable 37,241

Total current liabilities 77,655

Net pension liability 3,126 Arbitrage rebate payable 1,205 Long-term bonds payable 2,154,258 Note payable to Foothill/Eastern Transportation Corridor Agency 120,195

Total liabilities 2,356,439

Deferred inflows of resources:Pension costs 432

Total liabilities and deferred inflows 2,356,871

Net position:Net investment in capital assets (2,197,194) Restricted 262,696 Unrestricted 34,713

Total net position $ (1,899,785)

See accompanying notes to financial statements.

10


Statement of Revenue, Expenses, and Changes in Net Position

Year ended June 30, 2015

(In thousands)

Operating revenue:Tolls, fees, and fines $ 147,733 Development impact fees 3,483 Other revenue 1

Total operating revenue 151,217

Operating expenses:Toll compliance and customer service 5,668 Salaries and wages 2,652 Toll systems 751 Depreciation 1,687 Professional services 547 Insurance 707 Facilities rent 386 Toll facilities 243 Marketing 694 Other operating expenses 375

Total operating expenses 13,710

Operating income 137,507

Nonoperating revenue (expenses):Investment income 1,133 Costs of bond refunding (16,982) Arbitrage rebate (1,205) Termination of Mitigation Payment and Loan Agreement (120,000) Interest expense (123,370)

Nonoperating expenses, net (260,424)

Change in net position (122,917)

Net position at beginning of year, as previously reported (1,773,548) Adjustment for the cumulative effect on prior years of change

in accounting principles for pensions (3,320)

Net position at beginning of year, as adjusted (1,776,868) Net position at end of year $ (1,899,785)


11 (Continued)


Statement of Cash Flows


(In thousands)

Cash flows from operating activities:Cash received from toll road patrons $ 145,464 Cash received from development impact fees 3,438 Cash received from other revenue 1 Cash payments to suppliers (9,218) Cash payments to employees (2,795)

Net cash provided by operating activities 136,890

Cash flows from capital and related financing activities:Cash payments for acquisition of capital assets (2,637) Cash payments for interest and principal (42,423) Cash paid in connection with bond refunding transaction (157,645)

Net cash used for capital and related financing activities (202,705)

Cash flows from investing activities:Cash receipts for interest and dividends 3,993 Cash receipts from the maturity and sale of investments 447,087 Cash payments for purchase of investments (332,532)

Net cash provided by investing activities 118,548

Net increase in cash and cash equivalents 52,733

Cash and cash equivalents at beginning of year 52,720 Cash and cash equivalents at end of year (note 4) $ 105,453

Reconciliation of operating income to net cash provided by operating activities:Operating income $ 137,507 Adjustments to reconcile operating income to net cash provided by

operating activities:Depreciation 1,687 Changes in operating assets and liabilities:

Accounts receivable (1,221) Fees receivable (45) Due from Foothill/Eastern Transportation Corridor Agency (1,342) Other assets (3) Accounts payable 157 Unearned revenue 294 Net pension liability and related accounts (137) Employee compensated absences payable (7)

Total adjustments (617) Net cash provided by operating activities $ 136,890

12


Statement of Cash Flows


(In thousands)

Noncash capital and related financing and investing activities:Bond refunding, including the following elements:

Face amounts of new bonds issued $ 1,392,760 Bond premium 78,347 Transaction costs charged to expense (16,982) Escrow deposits to repay principal and accrued interest on refunded bonds (1,499,944) Bond refunding costs recorded as deferred outflows of resources (111,826) Note payable to Foothill/Eastern Transportation Corridor Agency 120,000

Amortization of bond premium recorded as reduction of interest expense 1,500 Amortization of deferred bond refunding costs (3,748) Interest expense recorded for accretion of bonds and note payable (48,547) Change in unrealized gain/loss on investments 281 Amortization of discount/premium on investments (1,473) Arbitrage rebate 1,205



Notes to Financial Statements

June 30, 2015

(In thousands)

13 (Continued)

(1) Reporting Entity

In recognition of the regional transportation needs in the County of Orange (County), the California State Legislature enacted various amendments to the California Government Code to authorize the financing of bridges and major thoroughfares by joint powers agencies. Pursuant to such authorization, the San Joaquin Hills Transportation Corridor Agency (the agency) was created in May 1986 by a joint exercise of powers agreement. Current members are the County and the cities of Aliso Viejo, Costa Mesa, Dana Point, Irvine, Laguna Hills, Laguna Niguel, Laguna Woods, Mission Viejo, Newport Beach, San Clemente, San Juan Capistrano, and Santa Ana (collectively, the member agencies). The purpose of the agency is to plan, design, construct, finance, administer funds for, and operate the San Joaquin Hills Transportation Corridor. The agency is governed by a Board of Directors comprising representatives from the member agencies. The agency has the power to, among other things, incur debt and establish and collect tolls.

The financial statements comprise the activities of the agency. There are no other organizations for which the agency is financially accountable or for which it is fiscally responsible. The agency and the Foothill/Eastern Transportation Corridor Agency (F/ETCA) are under common management and together are called the Transportation Corridor Agencies. However, each agency has an independent governing board.

(2) Summary of Significant Accounting Policies

The accounting policies of the agency are in conformity with U.S. generally accepted accounting principles (U.S. GAAP) applicable to governmental units. The Governmental Accounting Standards Board (GASB) is the accepted standard-setting body for establishing accounting and financial reporting principles.

(a) Basis of Presentation

The agency records revenue in part from fees and other charges for services to external users and, accordingly, has chosen to present its financial statements using the reporting model for special-purpose governments engaged in business-type activities. This model allows all financial information for the agency to be reported in a single column in each of the accompanying financial statements.

The agency distinguishes operating revenue and expenses from nonoperating items in the preparation of its financial statements. Operating revenue and expenses generally result from the collection of tolls, fees, and fines on the corridor. The agency’s operating expenses include depreciation, materials, services, and other expenses related to the operation of the corridor. All revenue and expenses not meeting this definition are reported as nonoperating revenue and expenses.

(b) Basis of Accounting

The financial statements are prepared using the accrual basis of accounting. Revenue is recognized when earned, and expenses are recognized when incurred. During the year ended June 30, 2015, the agency implemented GASB Statements No. 65, Items Previously Reported as Assets and Liabilities; No. 68, Accounting and Financial Reporting for Pensions – An Amendment of GASB Statement No. 27;



June 30, 2015

(In thousands)

14 (Continued)

and No. 71, Pension Transition for Contributions Made Subsequent to the Measurement Date – An Amendment of GASB Statement No. 68.

Restricted resources are used in accordance with the agency’s master indentures of trust. Unrestricted resources are used at the agency’s discretion. When both restricted and unrestricted resources are available for use, it is the agency’s policy to determine on a case-by-case basis when to use restricted or unrestricted resources.

(c) Budget

Fiscal year budgets are prepared by the agency’s staff for estimated revenue and expenses. The Board of Directors adopts the annual budget at the June board meeting for the fiscal year commencing the following July. The approval of the budget requires the consent of at least two-thirds of the board members. No expenditures in excess of the total budget for each board-designated category are made without the approval of at least two-thirds of the board members, at which time a revised and amended budget is required to be submitted to the Board of Directors. All budgets are adopted on a basis consistent with U.S. GAAP. All budget appropriations lapse at year-end. Any budgeted expenses not incurred by each year-end must be reappropriated in the next fiscal year.

(d) Cash and Cash Equivalents

Cash and cash equivalents generally consist of cash on hand, demand deposits, and short-term investments with original maturities of three months or less from the date of acquisition.

(e) Investments

Investments are stated at fair value, generally based on quoted market prices.

The agency classifies investments as current or noncurrent based on how readily the investment is expected to be converted to cash and whether any restrictions limit the agency’s ability to use the resources.

(f) Receivables

Receivables include amounts due from member agencies for development impact fees collected on behalf of the agency, credit card receivables, interoperable receivables due from other California toll agencies, receivables from patrons for violations and tolls, and interest.

(g) Capital Assets

Capital assets include construction in progress, environmental mitigation sites, easements, the corridor operations facility, transponders, toll and violations collection equipment, buildings, changeable message signs, vehicles, and furniture. Capital assets are defined by the agency as assets with an initial individual cost of more than five thousand dollars, with the exception of transponders that are valued in total, and an estimated useful life in excess of one year.



June 30, 2015

(In thousands)

15 (Continued)

As described further in note 5, the San Joaquin Hills Transportation Corridor and the related purchases of rights of way, for which title vests with the California Department of Transportation (Caltrans), are not included as capital assets because the agency does not have title to these assets. The costs of normal maintenance and repairs and mitigation that do not add value to the assets or materially extend asset lives are not capitalized.

Capital assets are recorded at cost and are depreciated using the straight-line method over the following estimated useful lives:

Asset type Useful life

Buildings 20–30 yearsChangeable message signs 15 yearsToll revenue equipment 5 yearsVehicles 5 yearsLeasehold improvements, other

equipment, and furniture 5–10 years

Assets determined to be impaired are recorded at the lower of cost or estimated net realizable value.

(h) Unearned Revenue

Unearned revenue represents prepaid tolls collected from patrons, including those using FasTrak®, an electronic toll collection system.

(i) Unamortized Deferral of Bond Refunding Costs

Deferred bond refunding costs represent certain costs related to the issuance of the 2014 Bonds. These costs have been recorded as deferred outflows of resources, and are being amortized over the remaining period during which the refunded bonds were scheduled to be repaid, as more fully detailed in note 6.

(j) Pension Plan

Qualified permanent employees of the agency participate in a cost-sharing multiple-employer defined benefit pension plan administered by the Orange County Employees Retirement System (OCERS). For purposes of measuring the agency’s net pension liability, deferred outflows/inflows of resources related to pensions, and pension expense, information about the fiduciary net position of the plan and additions to/deductions from the plan’s fiduciary net position have been determined on the same basis as they are reported by OCERS. For this purpose, plan contributions are recognized when they are due and payable in accordance with plan terms. Investments are reported at fair value.

(k) Revenue Recognition

Toll revenue is recognized at the time the vehicle passes through the toll plaza. Other revenue is recognized when earned.



June 30, 2015

(In thousands)

16 (Continued)

(l) Allocation of Common Costs

Expenses directly related entirely to the agency are charged to the agency, and those incurred on behalf of both the agency and F/ETCA are allocated between the two agencies based on the estimated benefit to each. In addition, the agency has amounts due from F/ETCA related to F/ETCA customers who incur tolls on the agency’s corridor and has amounts due to F/ETCA related to the agency’s customers who incur tolls on State Routes 241, 261, and 133 and other expenses. At June 30, 2015, the agency had net receivables due from F/ETCA of $6,444.

(m) Net Position

The agency’s net position is classified within the following categories:

Net investment in capital assets: Represents the agency’s capital assets, net of accumulated depreciation and the outstanding principal balances of debt attributable to the acquisition, construction, and improvement of those assets.

Restricted: Represents the agency’s assets subject to externally imposed conditions, related primarily to restricted bond proceeds and certain revenue collected, net of related liabilities.

Unrestricted: Represents the remainder of the agency’s net position not included in the categories above.

(n) Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.



June 30, 2015

(In thousands)

17 (Continued)

(3) Development Impact Fees

The sources of development impact fees for the year ended June 30, 2015 were as follows:

City of Irvine $ 1,328 City of San Clemente 1,259 City of Laguna Hills 375 City of Laguna Niguel 219 City of Aliso Viejo 198 City of Dana Point 153 City of Newport Beach 125 County of Orange 115 City of Costa Mesa 81 City of San Juan Capistrano – net refund (370)

$ 3,483

(4) Cash and Investments

Cash and investments as of June 30, 2015 are classified in the accompanying financial statements as follows:

Current cash and investments $ 29,114 Noncurrent cash and investments 6,546 Current restricted cash and investments 71,949 Noncurrent restricted cash and investments 223,882

$ 331,491



June 30, 2015

(In thousands)

18 (Continued)

Cash and investments as of June 30, 2015 consist of the following:

Cash andcash

equivalents Investments Total

Cash on hand $ 1 — 1 Deposit accounts 3,727 — 3,727 Money market funds 16,228 — 16,228 Commercial paper — 8,761 8,761 U.S. Treasury securities — 5,449 5,449 Federal agency securities — 15,840 15,840 State and local bonds — 4,770 4,770 Investments held with trustee per debt

agreements:Commercial paper — 599 599 U.S. Treasury securities — 165,821 165,821 Federal agency securities 85,497 15,716 101,213 State and local bonds — 9,082 9,082

Total $ 105,453 226,038 331,491

(a) Cash Deposits

Custodial Credit Risk Related to Cash Deposits

Custodial credit risk for deposits is the risk that, in the event of failure of a depository financial institution, the agency will not be able to recover its deposits or will not be able to recover collateral securities that are in possession of an outside party.

At June 30, 2015, the carrying amount of the agency’s deposits was $3,727, and the corresponding aggregate bank balance was $4,792. The difference of $1,065 was principally due to outstanding checks and deposits in transit. The agency’s custodial credit risk is mitigated in that the full amounts of the bank balances outlined above were insured by federal depository insurance or collateralized in accordance with Section 53652 of the California Government Code with securities held by the pledging financial institution in the agency’s name.

(b) Investments

Credit Risk and Concentration of Credit Risk

Credit risk is the risk that an issuer or other counterparty to an investment will not fulfill its obligations. Concentration of credit risk is the risk of loss attributed to the magnitude of an investment in a single issuer. The agency mitigates these risks by holding a diversified portfolio of high-quality investments. The agency’s investment policy sets specific parameters by type of investment for credit quality,



June 30, 2015

(In thousands)

19 (Continued)

maximum maturity, and maximum percentage investment. Both the policy and the agency’s debt agreements generally require that all securities must be issued by companies with a long-term debt rating of at least “A” by two of the Nationally Recognized Statistical Rating Organizations (NRSRO) or at least “AA” by one NRSRO. The policy also indicates specific rating requirements for certain types of investments. Further, there are percentage limitations on the purchase of specific types of securities, based on the purchase price of the security as compared to the market value of the total portfolio at the time of purchase. However, the policy does not require sales of individual securities due to subsequent changes in market value that cause their values to exceed the prescribed maximum percentages of the portfolio.

The table below identifies the types of investments that are authorized by the agency’s investment policy and certain provisions of the agency’s policy that address interest rate risk and concentration of credit risk. This table does not address investments of debt proceeds held by the bond trustee, which are governed by the provisions of the agency’s debt agreements rather than by the agency’s investment policy.

MaximumMaximum percentage Specific

Authorized investment Maximum percentage investment ratingtype maturity of portfolio* in one issuer requirement

U.S. Treasury bills, notes, 5 years 100 100 N/Aand bonds

Federal agency and U.S. 5 years 100 35 N/Agovernment-sponsoredenterprise notes and bonds

Federal agency 5 years 20 15 2nd highestmortgage-backed securities ratings category

by an NRSRO

Certificates of deposit ** 5 years 100 5 Long-term debtrating in one ofhighest ratingscategories bytwo NRSROs

Certificates of deposit 5 years 30 5 Long-term debtaccount registry service rating in one of

highest ratingscategories bytwo NRSROs



June 30, 2015

(In thousands)

20 (Continued)



Negotiable certificates of 5 years 30 5 Long-term debtdeposit rating in one of


Banker’s acceptances 180 days 30 5 Drawn on andaccepted by abank that carriesthe highestshort-term ratingscategory by oneNRSRO

Commercial paper 270 days 25 Lesser of 5% of Highest short-termportfolio or 10% rating by anof outstanding NRSROpaper of issuer

Repurchase agreements 90 days 25 5 N/A

Medium-term maturity 5 years 30 5 Long-term debtcorporate notes rating in one of


State of California Local N/A Lesser of 5 N/AAgency Investment Fund $50 million

or 15% ofportfolio

County or local agency N/A 15 5 N/Ainvestment pools

Shares in a California N/A 20 5 Highest ratingcommon law trust category by an

NRSRO

Asset-backed securities 5 years 20 5 Highest rating byone NRSRO; issuer must also have oneof the three highestratings from twoNRSROs



June 30, 2015

(In thousands)

21 (Continued)



Money market mutual funds N/A 20 5 Highest applicablerating by twoNRSROs

Bonds or notes issued by 5 years 30 5 One of the threethe State of California, any highest ratinglocal agency in the state, categories by ator any other state least two NRSROs

* Excluding amounts held by trustee, which are subject to provisions of the bond indentures.

** The full amounts of principal and accrued interest must be insured by the Federal Deposit InsuranceCorporation (FDIC) or the National Credit Union Administration (NCUA).

The investment of debt proceeds and toll revenue held by the agency’s bond trustee is governed by provisions of the debt agreements, rather than by the general provisions of the California Government Code or the agency’s investment policy. The following table identifies the investment types that are authorized for these funds, and if applicable, the specific rating requirements.

Investments authorized by debtagreements Specific rating requirement

U.S. government obligations N/A

U.S. federal agency debt instruments N/A

State and local government debt securities One of the two highest rating categories byMoody’s and S&P, and if rated by Fitch, inone of the two highest rating categories

Certificates of deposit, savings accounts, N/Adeposit accounts, or money marketdeposits insured by the FederalDeposit Insurance Corporation (FDIC)

Certificates of deposit collateralized by N/AU.S. government or federal agencyobligations

Federal funds or bankers’ acceptances Prime-1 or A3 or better by Moody’s, A-1 or Aor better by S&P and, if rated by Fitch, F-1 orA or better



June 30, 2015

(In thousands)

22 (Continued)

Investments authorized by debtagreements Specific rating requirement

Commercial paper Prime-1 or better by Moody’s and A-1 or betterby S&P and, if rated by Fitch, F-1 or better

Repurchase agreements with terms up to A or better by both Moody’s and S&P and, if30 days, secured by U.S. government or rated by Fitch, A or betterfederal agency obligations

Medium-term corporate notes with One of the three highest applicable ratingmaximum maturity of five years categories, or approved in writing, by S&P, and,

if rated by Fitch, one of the three highestapplicable rating categories

Money market mutual funds AAAm-G, AAA-m, or AA-m by S&P and, ifrated by Moody’s, Aaa, Aa1 or Aa2 and, ifrated by Fitch, AAA or AA

Investment agreements * N/A

* Investments may be allowed if the agency certifies to the trustee that the investment wasapproved in writing by each rating agency, which has assigned a rating to the agency’sbonds, and by the agency’s bond insurer.

At June 30, 2015, all of the agency’s investments were rated at or above the minimum levels required by its investment policy and its debt agreements, as shown below:

Investment type S&P Moody’s

U.S. Treasury bills AA+ AaaU.S. Treasury notes AA+ AaaU.S. Treasury State and Local Government Series (SLGS) AA+ AaaU.S. federal agency bonds * AA+/A-1+ Aaa/ P-1Money market funds AAAm —Commercial paper:

Abbey National LLC A-1 P-1General Electric Capital A-1+ P-1Toyota Motor Credit Corp A-1+ P-1

State and local bonds:San Francisco Bay Area Toll Authority AA Aa3Indiana State Revenue AA+ Aa1Missouri State Revenue AAA AaaUniversity of California Regents Revenue AA Aa2

* Ratings are indicated to the extent available. However, in some instances, discounted federalagency bonds are not rated.



June 30, 2015

(In thousands)

23 (Continued)

(c) Custodial Credit Risk

Custodial credit risk for investments is the risk that the agency will not be able to recover the value of investment securities that are in the possession of an outside party. All securities owned by the agency are deposited in the agency’s trustee bank with the exception of a money market account that is deposited in the agency’s primary bank. Securities are not held in broker accounts.

(d) Interest Rate Risk

Interest rate risk is the risk that changes in interest rates will adversely affect the fair value of an investment. The agency mitigates this risk by matching maturity dates, to the extent possible, with the agency’s expected cash flow.

A summary of the agency’s investments held at June 30, 2015 that are governed by the agency’s investment policy and its bond agreements, including money market funds of $16,228 and Federal agency securities of $85,497 that are considered cash equivalents, is as follows:

Remaining maturity (in years)Less than One to Two to More than

Investment type Fair value one two five five

U.S. Treasury SLGS $ 155,557 — — — 155,557 Federal agency securities 117,053 112,551 4,502 — — Money market funds 16,228 16,228 — — — U.S. Treasury notes 15,713 5,103 5,057 5,553 — State and local bonds 13,852 13,852 — — — Commercial paper 9,360 9,360 — — —

Total $ 327,763 157,094 9,559 5,553 155,557

At June 30, 2015, with the exception of investments issued or explicitly guaranteed by the U.S. government and money market mutual funds, there were no investments in any issuers that accounted for 5% or more of the agency’s total investments except for the following: Federal Farm Credit Bank, Federal Home Loan Mortgage Corporation, and Federal Home Loan Bank. Investments in these issuers represented 15%, 9%, and 7%, respectively, of the agency’s total investments, as permitted by the agency’s investment policy and the applicable bond indentures.



June 30, 2015

(In thousands)

24 (Continued)

(5) Capital Assets

Capital assets activity for the year ended June 30, 2015 was as follows:

Balance at Balance atbeginning of Transfers/ end of

year Additions deletions year

Construction in progress $ — 795 (795) — Right-of-way acquisitions, grading,

or improvements 119 — — 119 Furniture and equipment 12,063 1,645 (438) 13,270

12,182 2,440 (1,233) 13,389 Accumulated depreciation (5,718) (1,687) 438 (6,967)

$ 6,464 753 (795) 6,422

Right-of-way acquisitions, grading, and improvements include easements and environmental mitigation parcels. Furniture and equipment include transponders, toll and violations collection equipment, buildings, vehicles, and leasehold improvements.

Transfer of Ownership

Ownership of the San Joaquin Hills Transportation Corridor construction, rights-of-way, grading, and improvements was transferred to Caltrans during the year ended June 30, 1997, upon satisfaction of all conditions contained within the Cooperative Agreement between the agency and Caltrans. The agency incurs additional costs for improvements and enhancements to the thoroughfares previously transferred to Caltrans. These improvements and enhancements are covered by separate project-specific Cooperative Agreements with Caltrans. They are transferred to Caltrans on an ongoing basis and recognized as contribution expense.



June 30, 2015

(In thousands)

25 (Continued)

(6) Long-Term Obligations

Following is a summary of changes in long-term obligations during the year ended June 30, 2015:

Balance at Balance at Duebeginning Additions/ end of withinof period accretions Reductions period one year

Series 2014 toll road refundingrevenue bonds:

Current interest bonds $ — 1,392,760 — 1,392,760 33,710 Series 1997A toll road refunding

revenue bonds:Current interest bonds 604,885 — (604,885) — — Convertible capital

appreciation bonds 250,000 — (250,000) — — Restructured convertible

capital appreciationbonds 508,201 30,373 — 538,574 —

Capital appreciation bonds 565,339 17,979 (400,000) 183,318 3,531 Series 1993 Senior Lien toll

road revenue bonds:Current interest bonds 220,180 — (220,180) — —

Subtotal 2,148,605 1,441,112 (1,475,065) 2,114,652 37,241

Plus unamortized premium on2014 bonds — 78,347 (1,500) 76,847 —

Total bonds payable 2,148,605 1,519,459 (1,476,565) 2,191,499 37,241

Note payable to F/ETCA — 120,195 — 120,195 —

Total long-termobligations $ 2,148,605 1,639,654 (1,476,565) 2,311,694 37,241

(a) Toll Road Revenue Bonds

In October 1997, the agency issued serial, term, and capital appreciation toll road refunding revenue bonds in the aggregate principal amount of $1,448,274, consisting of current interest bonds of $604,885, convertible capital appreciation bonds of $404,289, and capital appreciation bonds of $439,100 (collectively, the 1997 Bonds). The 1997 Bonds were subordinate to remaining outstanding 1993 bonds of $220,180 and were collateralized by net revenue, as defined in the master indentures, consisting primarily of toll revenue less current expenses.

In May 2011, bondholders consented to amending the master indentures and approved a supplemental indenture to amend certain terms of $430 million of the convertible capital appreciation bonds (Restructured Bonds) that had maturity dates in 2018, 2020, 2022, 2023, and 2024. The primary change in terms for these bonds was to extend the originally scheduled maturity dates to 2037, 2038, 2040,



June 30, 2015

(In thousands)

26 (Continued)

2041, and 2042, respectively. The Restructured Bonds ceased to bear interest on July 15, 2011 and a 10-year accretion period through July 15, 2021 began during which interest on the bonds was scheduled to accrue at the same rates, ranging from 5.65% to 5.75% compounded semiannually, as had applied prior to the amendment. Commencing January 15, 2022, interest on the accreted value of the bonds was scheduled to be payable semiannually. The bonds were scheduled to mature in annual installments from January 15, 2037 to 2042, subject to early redemption from mandatory sinking fund payments beginning January 15, 2037 by payment of accrued interest and principal with no premium. In connection with the 2014 transaction described below, the terms of the Restructured Bonds were amended to provide for interest rates that range from 5.90% to 6.00%; adjusted maturity dates that range from January 15, 2038 to 2046; and an increase of $12,400 in the aggregate maturity value, to $768,700.

In November 2014, the agency issued $1,098,850 of Series 2014 Senior Lien Current Interest Toll Road Refunding Revenue Bonds (2014 Senior Bonds) and $293,910 of Junior Lien Current Interest Toll Road Refunding Revenue Bonds (2014 Junior Bonds) (collectively, the 2014 Bonds); the proceeds of the issuance were used to refund the outstanding balances of the 1993 bonds, at par value plus accrued interest; the 1997 current interest bonds, at par value plus accrued interest; the 1997 convertible capital appreciation bonds that had not been amended as described above, at par value plus accrued interest and a redemption premium of 1.0%; and a portion of the 1997 capital appreciation bonds, at accreted value of $400,000 plus a redemption premium of $109,326.

As a result of this transaction, the ultimate maturity of the agency’s long-term debt obligations has been extended from 2042 to 2050. The reacquisition price of the refunded bonds exceeded their net carrying amount by $111,826; this amount is considered a deferred loss for accounting purposes, and is being amortized through 2036, the remaining period during which the refunded bonds were scheduled to be repaid. In addition, the agency incurred other transaction costs of $16,982, which were recorded as expense. The 2014 Bonds were issued at a premium of $78,347, which is being amortized over the life of the bonds. In connection with this transaction, total scheduled debt service payments increased by $793,761, and the agency realized an economic gain (as measured by the difference in present value of the scheduled debt service payments on the old and new debt) of approximately $44 million.

The 2014 Senior Bonds are scheduled to mature in installments from January 2016 through January 2050, and interest is payable semiannually at 5.00%. The 2014 Junior Bonds are scheduled to mature in installments from January 2037 through January 2049, and interest is payable semiannually at 5.25%. The 2014 Senior Bonds scheduled to mature after 2028 and the 2014 Junior Bonds are subject to early redemption on or after January 15, 2025, at the option of the agency, by payment of principal and accrued interest.

The 1997 convertible capital appreciation bonds not amended by the supplemental indenture accrued interest at rates ranging from 5.60% to 5.75% compounded semiannually, through January 15, 2007. Interest was payable semiannually based on accreted value of the bonds on that date. The bonds were scheduled to mature in installments during 2016, 2017, 2019, and 2021. The bonds were subject to



June 30, 2015

(In thousands)

27 (Continued)

early redemption, at the option of the agency, beginning January 15, 2014 by payment of accrued interest, principal, and a premium of up to 2.00%.

The remaining outstanding balance of the 1997 capital appreciation bonds accrues interest at rates ranging from 4.20% to 5.67% compounded semiannually. The bonds mature in annual installments through January 15, 2036.

A portion of the Series 1997 bonds was used to purchase U.S. government securities, which were placed in an irrevocable escrow fund to be used for the debt service payments related to the refunded portion of the 1993 bonds. As of June 30, 2015, the amount of the refunded bonds outstanding, which was previously eliminated from the financial statements as a result of the refunding, is $880,350.

Included in principal at June 30, 2015 is $395,822 related to accreted principal on convertible capital appreciation bonds and capital appreciation bonds.

(b) Debt Compliance

In connection with the 2011 amendment of the master indenture discussed above in note 6(a), the debt service coverage ratio was modified from 1.3x to 1.0x and allowance was made for the use of cash available in reserves to meet the debt service coverage ratio requirement, along with a requirement to maximize net toll revenue on an annual basis. These requirements were further modified in connection with the issuance of the 2014 Bonds, including the institution of debt service coverage ratio requirements of 1.3x for the Senior Lien Bonds and 1.1x for the Junior Lien Bonds and the elimination of the toll revenue maximization requirement.

The master indentures of trust require the trustee to hold the bond proceeds, toll revenue, and any other proceeds included in pledged funds for debt service. These moneys are included in restricted cash and investments.

(c) Note Payable to F/ETCA

On November 10, 2005, the agency’s Board of Directors and the Board of Directors of F/ETCA entered into a Mitigation Payment and Loan Agreement (the Agreement). The terms of the Agreement called for F/ETCA to make payments to the agency totaling $120,000 over four years to mitigate for the anticipated loss of revenue due to the construction of the 241 completion project. All scheduled payments totaling $120,000 were made by F/ETCA as of June 2009. In addition, F/ETCA committed to provide loans, subject to the terms of the Agreement, on an as needed basis, up to $1,040,000 to assist the agency in achieving its debt service coverage ratio. However, no amounts were borrowed.

The Agreement was designed to meet the near term needs of each agency while preserving the flexibility to continue to pursue alternatives. The Agreement provided that F/ETCA loans would be made only to the extent that surplus revenue was available and all findings and determinations required by law were met, including California Government Code Section 66484.3, paragraph (f), which required that the following findings must be met before F/ETCA could make a loan: 1) F/ETCA will benefit mutually financially by sharing and/or loaning revenue with the agency, 2) F/ETCA possesses



June 30, 2015

(In thousands)

28 (Continued)

adequate financial resources to fund all costs of construction of existing and future projects that it plans to undertake prior to the final maturity of the loan, and 3) funding the loan will not materially impair F/ETCA’s financial condition or operations during the term of the loan. The agency’s obligation to repay the loans was, in turn, secured by and payable only from its toll stabilization and surplus revenue funds. The Agreement also stipulated that F/ETCA would not be obligated to make loans to the agency prior to securing the necessary funds for constructing the 241 completion project unless F/ETCA has determined that it would not build the project. If the commencement and diligent pursuit of the construction of the 241 completion project did not occur by June 30, 2015, the mitigation payments would be added to the principal amount of the loan.

On August 14, 2014, the agency’s Board of Directors and the Board of Directors of F/ETCA approved an agreement that provided for termination of the Mitigation Payment and Loan Agreement concurrently with the closing of the refinance transaction described above in note 6(a). The termination agreement also provided for the agency to pay $120,000 to F/ETCA, in annual installments beginning January 15, 2025 equal to 50% of the agency’s surplus funds as defined in the agreement. Interest accrual based on the average annual yield of the State of California Pooled Money Investment Account commenced upon closing of the transaction and interest is payable annually beginning January 15, 2025.

(d) Scheduled Debt Service

Following is a summary of the annual debt service requirements by fiscal year for the agency’s long-term debt obligations, exclusive of the note payable to F/ETCA and related interest, as of June 30, 2015:

Junior lienPrincipal Interest(1) interest(1) Total

2016 $ 37,241 54,204 15,430 106,875 2017 21,485 53,126 15,430 90,041 2018 3,258 52,847 15,430 71,535 2019 3,453 53,097 15,430 71,980 2020 858 52,607 15,430 68,895 2021–2025 91,265 500,923 77,151 669,339 2026–2030 134,952 518,624 77,151 730,727 2031–2035 202,435 505,548 77,151 785,134 2036–2040 348,224 459,217 73,572 881,013 2041–2045 571,698 309,675 49,143 930,516 2046–2050 699,783 183,078 13,402 896,263

$ 2,114,652 2,742,946 444,720 5,302,318 (1) Includes payments scheduled on January 1 and January 15 of the indicated fiscal year and

July 1 and July 15 of the following fiscal year, to coincide with the annual debt servicecalculations used for covenant compliance purposes.



June 30, 2015

(In thousands)

29 (Continued)

(7) Commitments and Contingencies

(a) Toll Collection and Revenue Management System Agreements

The agency and F/ETCA have entered into agreements with various contractors for various services, including toll collection systems operation and maintenance. The agreements expire on various dates through June 30, 2025 and are generally cancelable by the agency, without further obligation, with advance written notice.

(b) Corridor Operations Facility Lease

In January 2000, the agency relocated to the corridor operations facility and signed a lease agreement with F/ETCA. Lease payments are based on the estimated fair market rental value and are adjusted annually. The agency incurred lease expense for the year ended June 30, 2015 of $386. The agency’s commitment for the year ending June 30, 2016 is $471.

(c) Commitment

The agency has agreed with Caltrans to provide a maintenance facility for State Route 73. As of June 30, 2015, the agency has earmarked approximately $8 million for this project.

(d) Litigation

The agency is a defendant in various legal actions. Management believes that the ultimate resolution of these actions will not have a significant effect on the agency’s financial position or results of operations.

(e) Risk Management

The agency maintains insurance coverage for various risks including but not limited to property, liability, earthquake, and flood coverage. Coverage is purchased in accordance with the agency’s master indentures of trust, as applicable.

(8) Employees’ Retirement Plans

Defined Benefit Plan – Qualified permanent employees of the agency participate in a cost-sharing multiple-employer defined benefit pension plan administered by OCERS, a public employee retirement system established in 1945. The Plan is subject to the provisions of the County Employees Retirement Law of 1937 (California Government Code Section 31450 et. seq.); the California Public Employees’ Pension Reform Act of 2013 (Government Code Section 7522 et. seq.); and other applicable statutes.

(a) Benefits

The Plan provides retirement, disability, and death benefits to eligible plan members and their beneficiaries. Monthly retirement benefits are determined by benefit formulas that depend upon the classification of employees; the date of entering membership in OCERS or a reciprocal plan; retirement age; years of service; and final average compensation. The agency’s members hired prior



June 30, 2015

(In thousands)

30 (Continued)

to January 1, 2013 are subject to a benefit formula of 2.0% of final average compensation per year of service, based upon retirement at age 55. Members hired on or after January 1, 2013 are subject to a benefit formula of 2.5% at 67.

Amounts payable for retired members are subject to annual cost-of-living adjustments based upon changes in the Consumer Price Index for the prior calendar year. Adjustments are limited to a maximum increase or decrease of 3% per year.

(b) Contributions

Employer and employee contribution requirements are determined as percentages of covered payroll amounts and vary based upon the age of each employee at the date of entering membership in OCERS or a reciprocal plan. Employer contribution rates are determined using the entry age normal actuarial cost method based upon a level percentage of payroll. For the year ended December 31, 2014, employer contribution rates ranged from 21.04% to 57.28%. Employee contributions are established by the OCERS Board of Retirement and guided by applicable state statutes. For the year ended December 31, 2014, employee contribution rates ranged from 8.93% to 15.63%. The amount of contributions from the agency recognized by the plan, measured as the total amount recognized as additions to the plan’s fiduciary net position for the period ended December 31, 2014 and 2013, was $384 and $367, which was 100% of the required contribution, and represented 21% and 19.2% of the agency’s covered-employee payroll, respectively.

(c) Pension Liabilities, Pension Expense, and Deferred Outflows/Inflows of Resources

For purposes of reporting under GASB Statement No. 68, OCERS arranged for determination of the plan’s collective net pension liability; deferred outflows and inflows of resources related to pensions; and pension expense, as well as the proportionate share of each amount applicable to the plan’s participating employers, using measurement dates of December 31, 2014 and 2013, with respective actuarial valuations as of December 31, 2013 and 2012 and standard procedures to roll forward to the respective measurement dates. The agency’s reporting dates are June 30, 2015 and 2014. The proportionate shares of these amounts attributable to the Transportation Corridor Agencies have been determined by OCERS’s actuary based upon actual employer contributions within each rate group and further allocated between the agency and F/ETCA on the basis of their respective shares of covered payroll to determine the amounts reportable by the agency, as indicated below:



June 30, 2015

(In thousands)

31 (Continued)

Percentage Coveredof collective employee

amount payroll

Collective net pension liability atDecember 31, 2014 $ 5,082,481 100.00%

Proportionate share attributable toTransportation Corridor Agencies 10,683 0.21% $ 6,121

Share allocable to San Joaquin HillsTransportation Corridor Agency 3,126 0.06% 1,832

Agency’s share of collective net pension liability as a percentage of itscovered-employee payroll 171%

Plan’s fiduciary net position as a percentage of the total pension liability 69.42%

Percentage Coveredof collective employee

amount payroll

Collective net pension liability atDecember 31, 2013 $ 5,291,126 100.00%

Proportionate share attributable toTransportation Corridor Agencies 11,359 0.21% $ 6,551

Share allocable to San Joaquin HillsTransportation Corridor Agency 3,320 0.06% 1,915

Agency’s share of collective net pension liability as a percentage of itscovered-employee payroll 173%

Plan’s fiduciary net position as a percentage of the total pension liability 67.16%

Collective deferred outflows of resources at December 31, 2014 $ 389,055 Proportionate share attributable to Transportation Corridor Agencies 453 Share allocable to San Joaquin Hills Transportation Corridor Agency 136

Collective deferred inflows of resources at December 31, 2014 538,504 Proportionate share attributable to Transportation Corridor Agencies 1,443 Share allocable to San Joaquin Hills Transportation Corridor Agency 432

Collective pension expense for the year ended June 30, 2015 566,324 Proportionate share attributable to Transportation Corridor Agencies 1,594 Share allocable to San Joaquin Hills Transportation Corridor Agency 477



June 30, 2015

(In thousands)

32 (Continued)

The agency’s deferred outflows of resources related to pensions as of June 30, 2015 are attributable to the following:

Net difference between projected and actual earnings on pension planinvestments $ 136

Contributions to the plan subsequent to the measurement date of thecollective net pension liability 239

Total deferred outflows related to pensions $ 375

The agency’s deferred inflows of resources related to pensions as of June 30, 2015 are attributable to the following:

Differences between expected and actual experience $ 190 Changes of assumptions or other inputs 242

Total deferred inflows related to pensions $ 432

The amount of $239 representing the agency’s balance of deferred outflows of resources related to contributions subsequent to the measurement date will be recognized as a reduction of the net pension liability in the year ending June 30, 2016. The other amounts of the agency’s balances of deferred outflows and deferred inflows of resources as of June 30, 2015 will be recognized in pension expense as follows:

Year ending June 30:2016 $ 49 2017 49 2018 49 2019 49 2020 85 2021 15

$ 296

(d) Actuarial Assumptions and Other Inputs

The following significant methods and assumptions were used to measure the plan’s total pension liability as of December 31, 2014 and 2013:

Actuarial experience study – Three-year period ended December 31, 2013

Inflation rate – 3.00% for 2014; 3.25% for 2013



June 30, 2015

(In thousands)

33 (Continued)

Projected salary increases – 4.25% to 17.50% for 2014; 4.75% to 17.75% for 2013, depending upon service and nature of employment

Cost of living adjustments – 3.00%

The mortality assumptions for December 31, 2014 were based on the results of the actuarial experience study for the period January 1, 2011 through December 31, 2013 using the RP-2000 Combined Healthy Mortality Table projected with the Society of Actuaries Scale BB to 2020. The mortality assumptions for December 31, 2013 were based on the results of the actuarial experience study for the period January 1, 2008 through December 31, 2010 using the RP-2000 Combined Healthy Mortality Table. The mortality assumptions were then customized to account for the plan’s membership experience.

The discount rate used to measure the plan’s total pension liability of December 31, 2014 and 2013 was 7.25%. The projection of cash flows used to determine the discount rate assumed that plan member contributions will be made at the current contribution rates and that employer contributions will be made at actuarially determined rates. Based on those assumptions, the plan’s fiduciary net position was projected to be available to make all projected future benefit payments for current plan members. Therefore, the long-term expected rate of return on plan investments was applied to all periods of projected benefit payments to determine the total pension liability. The long-term expected rate of return should be determined without reduction for plan administrative expense. The 7.25% investment return assumption is net of administrative expenses, assumed to be 16 basis points. The long-term expected rate of return on plan investments was determined using a building-block method in which best-estimate ranges of expected future real rates of return are developed for each major asset class. These returns are combined to produce the long-term expected rate of return by weighting the expected future real rates of return by the target asset allocation percentages and by adding expected inflation and deducting expected investment expenses.



June 30, 2015

(In thousands)

34 (Continued)

The target allocation and projected arithmetic real rate of return for each major asset class, after deducting inflation but before deducting investment expenses, used in the derivation of the long-term expected rate of return assumption are summarized in the following table:

Long-termexpected

Target real rateAsset class allocation of return

Large Cap U.S. Equity 14.90% 5.92%Small/Mid Cap U.S. Equity 2.73 6.49Developed International Equity 10.88 6.90Emerging International Equity 6.49 8.34Core Bonds 10.00 0.73Global Bonds 2.00 0.30Emerging Market Debt 3.00 4.00Real Estate 10.00 4.96Diversified Credit (U.S.) 8.00 4.97Diversified Credit (Non-U.S.) 2.00 6.76Hedge Funds 7.00 4.13GTAA 7.00 4.22Real return 10.00 5.86Private equity 6.00 9.60

Total 100.00%

The following table presents the agency’s proportionate share of the plan’s net pension liability as of December 31, 2014, calculated using the discount rate of 7.25%, as well as what its proportionate share of the net pension liability would be if it were calculated using a discount rate one percentage point lower (6.25%) or one percentage point higher (8.25%) than the current discount rate:

Net pension liability, calculated:With current discount rate of 7.25% $ 3,126 With a 1% decrease, to 6.25% 4,673 With a 1% increase, to 8.25% 1,984



June 30, 2015

(In thousands)

35

(e) Plan’s Fiduciary Net Position

OCERS provides publicly available financial information, including comprehensive annual financial reports and actuarial valuations, on the following website: www.ocers.org. Detailed information about the plan’s fiduciary net position is included in the comprehensive annual financial report for the fiscal year ended December 31, 2014, which may also be obtained by calling (714) 558-6200.

(f) Employee Contributions

As described above, plan members contribute a percentage of their annual covered salaries at actuarially determined rates based on the age of entry into the plan. For employees who were hired prior to January 1, 2013, the agency paid up to 7% of each employee’s required contribution through June 30, 2013. However, this percentage was reduced to 4.5% as of July 1, 2013 and to 2.0% as of July 1, 2014. As of July 1, 2015, the agency’s payments toward the employees’ required contributions have been fully eliminated. In addition to the pension expense determined in accordance with the requirements of GASB No. 68 as described above, the agency incurred expense of $26 for the year ended June 30, 2015 related to its subsidization of employee contributions.

Defined Contribution Plan – The agency also sponsors a defined contribution plan under the provisions of Internal Revenue Code Section 457 that permits employees to defer portions of their pre-tax compensation. The agency provides matching contributions to a related Section 401(a) plan, at a rate of 50% of the employees’ deferral contributions, up to a maximum of 2% of each employee’s related compensation. In connection with this plan, the agency incurred $24 of expense for the year ended June 30, 2015.

X SAN JOAQUIN HILLS BOARD OF DIRECTORS X FOOTIDLL/EASTERN BOARD OF DIRECTORS


SUBJECT: Toll Plaza Facilities Reuse Study



File No. 201SJ-052

l) Authorize the chief executive officer (CEO) to execute contract KOO 1045 with IBI Group for an amount not-to-exceed $125,800 to provide facility consulting services.



1) Authorize the chief executive officer (CEO) to execute contract K001045 with IBI Group for an amount not-to-exceed $59,200 to provide facility consulting services.


SUMMARY:

Staff proposes to hire a consultant to conduct a formal evaluation and ranking of the potential uses for the toll plaza facilities following the transition to All Electronic Tolling. Possible uses include customer service centers, document storage, highway and toll system maintenance and environmental stewardship opportunities.


COST:

REPORT WRITTEN BY:

REVIEWED BY:

SUBMITTED BY:

IBI Group (Iryine Office)

FIE= $125,800 SJH = $59,200



--========-=~:-----

COMMITTEE TRANSMITTAL DATE: October 8, 2015 TO: Members of Board of Directors FROM: David Lowe, Acting Chief Engineer SUBJECT: Toll Plaza Facilities Reuse Study Joint Capital Programs and Projects Committee Meeting / September 17, 2015 Present: Ross Chun, Laurie Davies, Kelley Jiminez, Chuck Puckett, Christina Shea,

Craig Young Absent: Lisa Bartlett, Melody Carruth, Mark Murphy, Todd Spitzer, Scott Voigts Committee Discussion Staff presented an overview of the proposed scope of the reuse study and discussed the procurement process and recommended consultant, IBI Group (Irvine). The dollar amount of the contract was discussed and it was suggested a more detailed breakdown of estimated hours should be included within the staff report. The Committee has forwarded it to the Boards of Directors for approval. Staff Recommendation Foothill/Eastern Transportation Corridor Agency Recommendation: 1) Authorize the chief executive officer (CEO) to execute contract K001045 with IBI

Group for an amount not-to-exceed $125,800 to provide facility consulting services. 2) Authorize the CEO to execute additional changes to this contract within five percent

($6,290) of the above amount. San Joaquin Hills Transportation Corridor Agency Recommendation: 1) Authorize the chief executive officer (CEO) to execute contract K001045 with IBI

Group for an amount not-to-exceed $59,200 to provide facility consulting services. 2) Authorize the CEO to execute additional changes to this contract within five percent

($2,960) of the above amount.



Foothill/Eastern Transportation Corridor Agency Board of Directors FROM: David Lowe, Acting Chief Engineer SUBJECT: Toll Plaza Facilities Reuse Study STAFF RECOMMENDATION: Foothill/Eastern Transportation Corridor Agency Recommendation:






BACKGROUND: The shift to all electronic tolling has created new opportunities for agency utilization of toll facility assets along the Toll Road System. These buildings formerly supported cash toll collection. Staff proposes to conduct an evaluation of opportunities for their future use and develop recommendations that will be brought back to the Boards for review and approval.

Toll Plaza Facilities Reuse Study File No. 2015J-052 October 8, 2015 Page 2 of 3

DISCUSSION: The goal of this study is to look at how the toll plaza buildings can best be used following the conversion to all-electronic tolling. There may be cost saving opportunities or other benefits that may result following a thorough review of possible uses. The scope of work for the study was developed with input from all agency departments and includes the following general steps:

1. Existing Conditions Assessment (594 hours) – This task will involve development of an inventory of all facilities and the rules and regulations governing their use. Also included is a review of agency operations and maintenance functions that may be able to use these facilities. An industry review of similar toll facility reuse programs will also be performed.

2. Catalogue Repurposing Proposals (222 hours) – This task involves development of a list

of potential uses for plazas.

3. Conduct Evaluation and Ranking (440 hours) – A set of evaluation criteria will be developed and the various potential uses will be compared and ranked using those criteria.

4. Develop report and present findings (222 hours) – This includes development of a final report and presentations to agency committees and Boards to discuss the study findings.

The Request for Proposals (RFP) was issued on July 23, 2015 on PlanetBids electronic procurement system. Notices were sent to 250 external vendors and 238 toll roads vendors. The RFP was also posted on the International Bridge, Tunnel and Turnpike Association (IBTTA) web site. On August 21, 2015 two proposals were received. The proposals were evaluated by agency staff and rankings are included within the attached Procurement Summary Report. The work plan of IBI Group was unanimously considered the more comprehensive of the two proposals received. The estimated hours for each task are shown above and result in an average hourly rate of $125.17. The proposed schedule shows completion of the study in March 2016. IBI Group is a multi-disciplinary consulting organization offering professional services to both public and private sectors since 1974. They have expertise in urban design and land planning, building and landscape architecture, engineering, active transportation planning, communications specializations and software development. They have 70 offices and a staff of more than 2,200 professional world-wide. Review and discussion of this procurement took place at the Joint Capital Programs & Projects Committee meeting held on September 17, 2015.

Toll Plaza Facilities Reuse Study File No. 2015J-052 October 8, 2015 Page 3 of 3

BUDGET: Funding for this initial effort is included in the Fiscal Year 2016 budget. CONCLUSION: Staff proposes to hire a consultant to conduct a formal evaluation and ranking of the potential uses for the toll plaza facilities following the transition to all electronic tolling. Possible uses include commercial development, customer service centers, document storage, highway and toll system maintenance and environmental stewardship opportunities.

PROCUREMENT SUMMARY REPORT File No. 2015J-052 Contract #: K001045 Title: Toll Plaza Facilities Reuse Study Recommend Award To: IBI Group Procurement Process

Type: Request for Proposal Award Criteria: Best Value Requested Authorization: $185,000

Vendor Sourcing: The agencies’ Contracts Department posted RFP K001045 on the agencies’ PlanetBids e-procurement system (“PB”). A total of 482 firms were notified of this procurement via PB. Of the 482 firms notified, 51 firms expressed interest in the procurement, and two firms submitted proposals. Agencies’ Contracts Department queried the 49 non-proposing firms as to why they did not submit proposals. Fifteen firms stated that the scope of services was outside their areas of expertise. Two firms were unable to team with a prime contractor. One firm had a conflict of interest. One firm was an online planning room only. The remaining firms provided no response. Proposal Results:

CONSULTANT NAME RANK SCORE (max = 400) PRICE

IBI Group (Irvine, CA) 1 320 $184,362.83

Milligan Partners LLC (Dallas, TX) 2 96.50

Hourly rates of $200 - $265 per hour plus travel

costs and incidental expenses

EVALUATION CRITERIA MAXIMUM POINTS IBI Group Milligan Partners

Professional experience, demonstrated competence and specialized experience of the firm. Education and experience of key personnel.

120 90 58.5

Work plan/methodology 120 93 9

Understanding of the Project needs 80 70 14

Compensation 80 67 15

Contract Notes:

IBI Group’s pricing proposal includes $160,389.31 for the toll plaza facilities study, and $17,668.52 for the optional uninterruptible power supply study. Project expenses for both studies total $6,305. Hourly labor rates range from $71.13 to $300.

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



SUBJECT: Toll Booth Removal - Phase l Engineering Design Services



File No. 2015_JA>60

1) Authorize the chief executive officer (CEO) to execute task order TO-I within contract K001050 with Michael Baker International, for an amount not-to-exceed $231,068 to provide engineering consulting services.



1) Authorize the chief executive officer (CEO) to execute task order T0-1 within contract KOO l 050 with Michael Baker International, for an amount not-to-exceed $127,907 to provide engineering consulting services.


SUMMARY:

Staff is recommending the approval of a task order with Michael Baker International to prepare the plans, specifications, and cost estimate (PS&E) for the removal of 15 toll booths at the entrance and exit ramps throughout the system where traffic is adjacent to two sides of the toll booths. With the conversion to allelectronic tolling, the toll booths proposed for removal are no longer needed. The toll booths at single lane ramps and mainline toll plazas will be considered for removal in future phases.

CONTRACTOR/CONSULT ANT:

COST:

REPORT WRITTEN BY:

REVIEWED BY:

SUBMITTED BY:

Michael Baker International (Irvine)

FIE = $231,068

Juliet Su, Corridor Manager - Design (949) 754-3430


SJH = $127,907

COMMITTEE TRANSMITTAL DATE: October 8, 2015 TO: Members of Board of Directors FROM: David Lowe, Acting Chief Engineer SUBJECT: Toll Booth Removal - Phase 1 Engineering Design Services Joint Capital Programs and Projects Committee Meeting / September 17, 2015 Present: Ross Chun, Laurie Davies, Chuck Puckett, Christina Shea, Craig Young Absent: Lisa Bartlett, Melody Carruth, Mark Murphy, Todd Spitzer, Scott Voigts Committee Discussion Staff presented an overview of a proposed design task order and scope of work. It was suggested that staff provide a general overview of the toll facilities and how this effort will be coordinated with the Toll Plaza Facilities Reuse Study (2015J-052) and upcoming signage changes. The Committee has forwarded it to the Boards of Directors for approval. Staff Recommendation Foothill/Eastern Transportation Corridor Agency Recommendation:

1) Authorize the chief executive officer (CEO) to execute task order TO-1 within contract K001050 with Michael Baker International, for an amount not-to-exceed $231,068 to provide engineering consulting services.

2) Authorize the CEO to execute additional changes to this contract within five

percent ($11,553) of the above amount. San Joaquin Hills Transportation Corridor Agency Recommendation:

1) Authorize the chief executive officer (CEO) to execute task order TO-1 within contract K001050 with Michael Baker International, for an amount not-to-exceed $127,907 to provide engineering consulting services.

2) Authorize the CEO to execute additional changes to this contract within five

percent ($6,395) of the above amount.



Foothill/Eastern Transportation Corridor Agency Board of Directors FROM: Juliet Su, Corridor Manager - Design SUBJECT: Toll Booth Removal - Phase 1 Engineering Design Services STAFF RECOMMENDATION: Foothill/Eastern Transportation Corridor Agency Recommendation: 1) Authorize the chief executive officer (CEO) to execute task order TO-1 within contract

K001050 with Michael Baker International, for an amount not-to-exceed $231,068 to provide engineering consulting services.



1) Authorize the chief executive officer (CEO) to execute task order TO-1 within contract

K001050 with Michael Baker International, for an amount not-to-exceed $127,907 to provide engineering consulting services.


BACKGROUND: When the toll plazas were originally constructed, the traffic lanes for cash toll collection were designed with narrower lane configurations adjacent to the toll booths to facilitate vehicles slowing down to stop and pay their cash tolls. With the implementation of All Electronic Tolling (AET), all vehicles now travel at free-flow speeds adjacent to the toll booths creating a driving condition that may slow down traffic.

Toll Booth Removal - Phase 1 Engineering Design Services File No. 2015J-060 October 8, 2015 Page 2 of 4

Analysis and removal of un-needed toll booths was scheduled to take place after the implementation of AET. Removal of the toll booths will also require removal of related toll booth equipment, reconstruction of pavement, restriping of the lanes, utility work, the relocation and reconfiguration of active toll equipment to accommodate the reconfigured lanes, and coordination with Caltrans. DISCUSSION: TCA engineering staff analyzed the toll booth removals. There are three types of conditions throughout the system:

• Toll booths at dual lane entrance and exit ramps where traffic is adjacent to two sides of the toll booths. These locations have traffic lanes with narrow lane and shoulder widths adjacent to toll booths. There are 13 locations (eight on Foothill/Eastern (F/E) and five on San Joaquin Hills (SJH)) with a total of 15 toll booths (eight on F/E and seven on SJH).

• Toll booths at the single lane entrance and exit ramps. In these locations, the lane and

shoulder widths adjacent to the toll booths are wider than the dual lane ramps. There are 13 locations (ten on F/E and three on SJH) with a total of 13 toll booths (ten on F/E and three on SJH).

• Toll booths at the mainline toll plazas. The majority of the mainline former cash lanes are

closed. The lanes that remained open after implementation of AET at Catalina View, Windy Ridge, and Irvine Ranch have lane and shoulder widths adjacent to the toll booths that are wider than the dual lane ramps. There are five locations (four on F/E and one on SJH) with a total of 38 toll booths (26 on F/E and 12 on SJH).

The dual lane entrance and exit ramps with traffic adjacent to two sides of the toll booths have been identified as high priority due to the narrower lane and shoulder widths and are proposed to be removed immediately. The remainder of the toll booths (at single lane ramps and mainline toll plazas) will be evaluated in conjunction with the Toll Plaza Facilities Reuse Study anticipated being underway during Fiscal Year 2016 through a separate contract. The Toll Plaza Facilities Reuse Study will consider potential opportunities to use and develop the toll plaza facilities formerly needed for cash toll collection and what can be done with the removed toll booths. Procurement At this time, staff proposes to move forward with the Engineering Design, Phase 1 of the Toll Booth Removal Project, for all dual lane ramps. The locations are as follows (see Attachment A for locations):


F/ETCA Phase 1 Toll Booth Removals 1) SR 241 Oso Parkway NB-on ramp 2) SR 241 Oso Parkway SB-off ramp 3) SR 241 Antonio Parkway NB-on ramp 4) SR 241 Antonio Parkway SB-off ramp 5) SR 241 Alton SB-on ramp 6) SR 241 Portola South SB-on ramp 7) SR 133 Irvine Boulevard SB-on ramp 8) SR 261 Irvine Boulevard SB-on ramp

SJHTCA Phase 1 Toll Booth Removals

1) SR 73 El Toro Road NB-off ramp (2 booths) 2) SR 73 El Toro Road SB-on ramp (2 booths) 3) SR 73 Aliso Creek Road NB-off ramp 4) SR 73 Newport Coast Drive NB-on ramp 5) SR 73 La Paz Road SB-on ramp

The Phase 1 Engineering Design scope of work is to prepare construction plans, specifications, and a cost estimate (PS&E) for removing the toll booths and related equipment. Each toll plaza is unique and requires design and details specific to its location. The work will include reconstruction of pavement in the area of the removals; and restriping the lane lines; and utility investigation to relocate, abandon and/or remove utilities such as electrical conduit, fiber optic, sewer and water lines. Tasks also include coordinating with Caltrans and obtaining the necessary Caltrans permits for the project. A Request for Proposals (RFP) was issued on August 10, 2015, to each of the four On-Call Design Engineering Consultants, AECOM, WKE, Inc., T.Y. Lin International and Michael Baker International (formerly RBF Consulting) to perform the engineering design for the removal of the toll booths. Two firms responded to the RFP: Michael Baker International and T.Y. Lin International. The two proposals were evaluated by agencies’ staff. It was determined that Michael Baker International offered the best overall value, and provided a comprehensive work plan and professional expertise to prepare the PS&E. Phase 2 of the Toll Booth Removal Project is the relocation and reconfiguration of the active toll equipment. The scope of work will be developed in conjunction with the Phase 1 Engineering Design. Once the scope of work is determined, a proposal to have the work performed by the agencies’ toll operator, TransCore, through an amendment to their contract will be issued conditional upon budget and contract approval by the Boards. Following the completion of Phase 1 and Phase 2, a construction contract, Phase 3 of the Toll Booth Removal Project, will be issued conditional upon budget and contract approval by the Boards.


The schedule Phase 2 and 3 is anticipated in the early part of Fiscal Year 2017. Review of this procurement was presented at the Joint Capital Programs & Projects Committee meeting held on September 17, 2015. BUDGET: Funding is included in the Fiscal Year 2016 budget. CONCLUSION: Staff is recommending the approval of a task order with Michael Baker International to prepare the plans, specifications, and cost estimate (PS&E) for the removal of 15 toll booths at the entrance and exit ramps throughout the system where traffic is adjacent to two sides of the toll booths. With the conversion to all-electronic tolling, the toll booths proposed for removal are no longer needed. The toll booths at single lane ramps and mainline toll plazas will be considered for removal in future phases.

Toll Bo

oth Re

moval –Ph

ase 1 Locatio

nsFoothill/Eastern

•241 Oso NB‐on

•241 Oso SB‐off

•241 An

tonio NB‐on

•241 An

tonio SB

‐off

•241 Alton SB

‐on

•241 Po

rtola S SB

‐on

•133 Irv

ine Bl. SB‐on

•261 Irv

ine Bl. SB‐on

San Joaquin

•73

El Toro NB‐off

•73

El Toro SB

‐on

•73

Aliso Ck

SB‐off

•73

NCD

NB‐on

•73

La Paz S

B‐on

ATTACHMENT A

PROCUREMENT SUMMARY REPORT File No. 2015J-060 Contract #: K001050 Task Order #: TO-001 Title: Engineering Design Consulting Services On-Call Toll Booth Removal - Phase 1 Engineering Design

Services Consultant: Michael Baker International (Irvine, CA) Procurement Process

Type: Negotiated Task Order Award Criteria: Qualifications Negotiated Price: NTE $358,975 Contract Notes: This action authorizes Consultant to prepare the plans, specifications, and cost estimate (PS&E) for the removal of the Phase 1 toll booths and related equipment; reconstruction of the pavement in the area of the removals; and restriping of the lane lines. Consultant was pre-qualified for On-Call Engineering Design Consulting Services through a competitive Request for Statement of Qualifications previously approved by the Boards of Directors. All-inclusive labor rates remain unchanged. The contract contains standard indemnification language previously approved by legal counsel. Contract No. K001050 Compensation:


Task Order TO-001 $231,068.00 $127,907.00 $358,975.00 Toll Booth Removal - Phase 1 Engineering Design Services




SUBJECT: Origin and Destination Data Collection and Analysis



File No. 2015J-051

1) Authorize the chief executive officer (CEO) to execute task order T0-2 within contract K001054 with Fehr & Peers, for an amount not-to-exceed $240,000 to provide traffic engineering consulting services.

2) Authorize the CEO to execute additional changes to this contract within ten percent ($24,000) of the above amount.


1) Authorize the chief executive officer (CEO) to execute task order T0-2 within contract KOOi 054 with Fehr & Peers, for an amount not-to-exceed $120,000 to provide traffic engineering consulting services.


SUMMARY:

A better understanding of the travel characteristics and behavior of users and non-users of The Toll Roads is needed to improve toll system utilization and local mobility. The contracted traffic consultant will research and analyze available Origin and Destination data to support the agencies' goals and develop long-term strategies for increasing ridership, improving utilization, and promoting trip efficiency.

CONTRACTOR/CONSUL TANT:

COST:

REPORT WRITTEN BY:

REVIEWED BY:

SUBMITTED BY:

Fehr & Peers (City of Anaheim Office)

FIE = $240,000


Communications Engineering Envirorunental Finance Strategic Planning Toll Operations

SJH = $120,000


COMMITTEE TRANSMITTAL DATE: October 8, 2015 TO: Members of Board of Directors FROM: David Lowe, Acting Chief Engineer SUBJECT: Origin and Destination Data Collection and Analysis Joint Strategic Planning Ad Hoc Meeting / August 20, 2015 Present: Tony Beall, Lisa Bartlett, Mark Murphy, Greg Raths Absent: Laurie Davies, Bert Hack, Scott Peotter, Scott Schoeffel, Todd Spitzer Committee Discussion Staff provided the committee details of a proposed task order for the gathering and analysis of data via cellular-signal, GPS, or Bluetooth data to help the agencies better understand driver behavior both on and off The Toll Roads with the goal of increasing ridership on The Toll Roads. The data will provide information on trip origin and destinations, travel patterns/characteristics, and behavior. The data is commercially available and each of the data providers abides by strict guidelines to ensure data privacy, anonymity and integrity. Proposals for this task order were requested from two of our on-call traffic consultants. Two proposals were received and staff evaluation was underway at the time of the ad-hoc meeting. The budgeted amounts for this contract are $240,000 on the Foothill/Eastern system and $120,000 for the San Joaquin system. Staff Recommendation 1. Authorize the chief executive officer (CEO) to execute task order TO-2 within

contract K001054 with Fehr & Peers, for an amount not-to-exceed $240,000 for F/ETCA to provide traffic engineering consulting services.

2. Authorize the CEO to execute task order TO-2 within contract K001054 with Fehr

& Peers, for an amount not-to-exceed $120,000 for SJHTCA to provide traffic engineering consulting services.



Foothill/Eastern Transportation Corridor Agency Board of Directors FROM: David Lowe, Acting Chief Engineer SUBJECT: Origin and Destination Data Collection and Analysis STAFF RECOMMENDATION: Foothill/Eastern Transportation Corridor Agency Recommendation: 1) Authorize the chief executive officer (CEO) to execute task order TO-2 within contract

K001054 with Fehr & Peers, for an amount not-to-exceed $240,000 to provide traffic engineering consulting services.


San Joaquin Hills Transportation Corridor Agency Recommendation: 1) Authorize the chief executive officer (CEO) to execute task order TO-2 within contract

K001054 with Fehr & Peers, for an amount not-to-exceed $120,000 to provide traffic engineering consulting services.

2) Authorize the CEO to execute additional changes to this contract within ten percent ($12,000)

of the above amount.

BACKGROUND: The Toll Roads in Orange County total 51 miles and make up 20 percent of the Orange County highway system. Built parallel to the congested I-5, I-405 and SR-55, The Toll Roads offer an alternative, congestion-free route for motorists and contribute to the mobility of the region. Increasing ridership on The Toll Roads by improving utilization and promoting trip efficiency

Origin and Destination Data Collection and Analysis File No. 2015J-051 October 08, 2015 Page 2 of 5

can benefit the mobility of the entire region by continuing to reduce traffic on the local highways and arterial streets. In order to increase ridership, improve utilization and promote trip efficiency, a better understanding is needed of travel characteristics and travel behavior both on and off of The Toll Roads. Origin & Destination (O&D) data will provide staff with valuable information about trip purpose and behavioral characteristics of both users and non-users of The Toll Roads including the following:

• A better understanding of the market share, particularly as it relates to weekday and weekend users, allowing the agencies to focus future marketing budget on specific, targeted groups.

• The ability to recalibrate the travel forecasting model to increase accuracy of the model and the Traffic & Revenue study, allowing the agencies to focus work efforts such as developing pricing strategies to increase ridership and revenue.

• From the recalibrated travel forecasting model, a better understanding of when and where capital improvements will be needed based on improved projected traffic volumes and use of The Toll Roads, allowing the agencies to plan capital improvement expenditures and focus on the areas that will help increase ridership and revenue.

DISCUSSION: Collecting Origin and Destination Data The agencies last performed an O&D data collection in year 2000 for San Joaquin Hills and in year 2001 for Foothill/Eastern. The data collection was done via mail-back questionnaire survey cards, which is the traditional method for collecting O&D data. This method of data collection requires a significant amount of labor hours, cost, and time to prepare the questionnaires and obtain the results. In addition, the return rate of the surveys is low and, therefore, the extrapolation of the data reduces its accuracy. This data only reflects approximately 2% to 4% of the total trips. New technologies have allowed for passively collecting the data through sources such as GPS, Bluetooth, and cellular-signal. Data providers obtain real-time data points which enable them to identify travel characteristics and transportation trends. This data reflects approximately 20% to 30% of the total trips. In the example of cellular-signal data, the data is already being collected by the cellular providers. The providers adhere to strict guidelines set by third party and federal regulators to ensure the managing and processing of information is legally and ethically compliant, and that the privacy, anonymity and integrity of the data is maintained (see Attachment A for an example of the security and privacy policy of a provider).


• The data is maintained by the wireless carriers behind their firewall.

• All personally identifiable information is striped from the data and each cellular signal

point becomes an anonymous data point. • When the data passes through their firewall and is sold to vendors, it has been stripped of

all information connected to the original user. • The transfer of data is strictly governed by federal, state, and the cellular provider’s

policies on maintaining anonymity. Procurement Agencies staff completed a procurement process through the On-Call Traffic Engineering Consultant Services contract to select an experienced and knowledgeable consultant. The scope of work included:

1. Coordinate/meet with agencies’ staff to establish project goals and schedule.

2. Research the current technologies available for collecting O&D data (such as GPS, cellular, Bluetooth, and other sources) that will enable the agencies to establish a baseline of existing travel characteristics and behavior both on and off The Toll Roads, as well as develop a plan for future research of travel characteristics and behavior.

3. Obtain the baseline O&D data and provide an analysis based on the established goals.

4. In consultation with the agencies’, develop long-term strategies based on the findings and coordinate with agencies’ Traffic & Revenue consultant to recalibrate the travel forecasting model to reflect the O&D data.

The Request for Proposals (RFP) was issued on August 4, 2015, to two of the On-Call Traffic Engineering Consultants: Fehr & Peers and Cambridge Systematics. Both firms responded to the RFP. The two proposals were evaluated by agencies’ staff. It was determined that Fehr & Peers offered the best overall value and offered a team of experienced professionals that provides expertise in current data collection methods and analysis, has an understanding of the agencies’ goals, and has the experience in traffic & revenue forecasting in order to coordinate with the agencies’ Traffic & Revenue consultant on our traffic forecasting model.


The Fehr & Peers’ proposal consists of the following tasks:

Task Description

F/ETCA SJHTCA

Total

Estimated Maximum Data Cost Labor

Estimated Maximum Data Cost Labor

1 Coordinate with agencies’ staff to establish project goals and schedule

$4,010 $4,010 $8,020

2 Research current technologies available for collecting O&D data

$14,000 $6,840 $20,840

3 Obtain data and analyze $170,000 $37,100 $85,000 $17,350 $309,450 4 Assist agencies in developing long-

term strategies and recalibrate the travel forecasting model

$14,890 $6,800 $21,690

Total $170,000 $70,000 $85,000 $35,000 $360,000 $240,000 $120,000 $360,000 As a comparison of cost, the costs of the O&D data collection performed in year 2000 and 2001 were as follows: O&D Data Collection (Survey Cards) F/ETCA SJHTCA Total

Original Cost in Year 2000/2001 $149,953 $90,200 $242,153 Escalated to Year 2015 (at 3% per year) $226,800 $140,500 $367,300 The O&D data will be obtained during Task 3. This data will be used to establish the baseline travel patterns and behavior of users and non-users of The Toll Roads. The exact cost of the O&D data will be dependent on the source and provider selected during Task 2. The cost of the data shown in the Fehr & Peers proposal is an estimated maximum cost; the actual cost will be determined after completion of Task 2. Once the O&D data is obtained and analyzed, the consultant will prepare an origin/destination matrix and generate graphics showing trip characteristics such as travel frequency, purpose, and origin/destination patterns for both on and off-peak periods. This information can then be used, for example, to identify areas where toll road utilization can be improved and where trip efficiency based on origins/destinations can be promoted. A plan for future research of travel characteristics and behavior will be developed as part of Task 2. The future on-going research and analysis will be conditional upon the Boards’ approval of future task orders and future fiscal years’ budgets.


Review of this procurement was presented at the Joint Strategic Planning Ad Hoc meeting held on August 20, 2015. BUDGET: Funding is included in the Fiscal Year 2016 budget. CONCLUSION: A better understanding of the travel characteristics and behavior of users and non-users of The Toll Roads is needed to improve toll system utilization and local mobility. The contracted traffic consultant will research and analyze available Origin and Destination data to support the agencies’ goals and develop long-term strategies for increasing ridership, improving utilization, and promoting trip efficiency.

ATTACHMENT A

PROCUREMENT SUMMARY REPORT File No. 2015J-051 Contract #: K001054 Task Order #: TO-002 Title: Traffic Engineering Consulting Services On-Call - Origin and Destination Data Collection and Analysis Consultant: Fehr & Peers (Anaheim, CA) Procurement Process

Type: Negotiated Task Order Award Criteria: Qualifications Negotiated Price: NTE $360,000 Contract Notes: This action authorizes Consultant to research and analyze available trip data to support the agencies’ goals to develop long-term strategies for travel efficiency. A better understanding of the travel patterns and behavior of existing and potential Toll Road customers is needed to improve toll system utilization and local mobility. The contract contains standard indemnification language previously approved by legal counsel. Contract No. K001054 Compensation:


Task Order TO-001 42,000.00 0.00 $42,000.00 Traffic Modeling and Technical Assistance

Task Order TO-002 240,000.00 120,000.00 $360,000.00 Origin and Destination Data Collection and Analysis




SUBJECT: Transponder Procurement



File No. 2015J-058

Authorize the chief executive officer (CEO) to execute Amendment 3 to Contract No. K000833, with TransCore, LLP to procure additional transponders at a cost not-to-exceed $3,293,795 and to exercise the option to extend the contract term to June 30, 2017.

San Joaquin Hills Transportation Corridor Agency Recommendation_;_

Authorize the CEO to execute Amendment 3 to Contract No. K000833, with TransCore, LLP to procure additional transponders at a cost not- to-exceed $1,375,153 and to exercise the option to extend the contract temi to June 30, 2017.

SUMl\fARY:

Staff recommends amending agreement K000833 with TransCore, LLP to procure an additional 277,000 switchable transponders with replaceable battery capability and 3,000 external transponders through June 30, 2017, in a combined not-to-exceed amount of $4,668,948.

CONTRACTOR/CONSUL TANT:

COST:

REPORT WRITTEN BY:

REVIEWED BY:

SUBMITTED BY:

TransCore, LLP

FIE = $3,293,795 SJH = $1,375,153

Samuel Johnson, Chief Toll Operations Officer (949) 754-3480


•• J


COMMITTEE TRANSMITTAL DATE: October 8, 2015 TO: Members of Board of Directors FROM: Samuel Johnson, Chief Toll Operations Officer SUBJECT: Transponder Procurement Joint Toll Operations Committee Meeting / September 23, 2015 Present: Ross Chun, Bert Hack, Scott Peotter, Chuck Puckett, Christina Shea, Todd Spitzer and Craig Young Absent: Tony Beall, Ed Sachs and Scott Voigts Committee Discussion In response to questions presented by the Boards of Directors at the September meetings, staff presented follow-up information regarding the need for transponder quantities, interoperability usage and requirements, impacts from pending statewide technology changes, and contractual provisions to minimize the agency’s exposure for future transponder deliveries. The Committee discussed the information and approved staff’s plan to take the item back to the Boards of Directors in October. Staff Recommendation Foothill/Eastern Transportation Corridor Agency Recommendation: Authorize the chief executive officer (CEO) to execute Amendment 3 to Contract No. K000833, with TransCore, LLP to procure additional transponders at a cost not–to-exceed $3,293,795 and to exercise the option to extend the contract term to June 30, 2017. San Joaquin Hills Transportation Corridor Agency Recommendation: Authorize the CEO to execute Amendment 3 to Contract No. K000833, with TransCore, LLP to procure additional transponders at a cost not–to-exceed $1,375,153 and to exercise the option to extend the contract term to June 30, 2017.


DATE: October 8, 2015 TO: Foothill/Eastern Transportation Corridor Agency Board of Directors San Joaquin Hills Transportation Corridor Agency Board of Directors FROM: Samuel Johnson, Chief Toll Operations Officer SUBJECT: Transponder Procurement STAFF RECOMMENDATION

Foothill/Eastern Transportation Corridor Agency Recommendation: Authorize the chief executive officer (CEO) to execute Amendment 3 to Contract No. K000833, with TransCore, LLP to procure additional transponders at a cost not–to-exceed $3,293,795 and to exercise the option to extend the contract term to June 30, 2017. San Joaquin Hills Transportation Corridor Agency Recommendation: Authorize the CEO to execute Amendment 3 to Contract No. K000833, with TransCore, LLP to procure additional transponders at a cost not–to-exceed $1,375,153 and to exercise the option to extend the contract term to June 30, 2017. BACKGROUND Transponders provide the agencies with the most accurate and cost effective means of processing toll transactions. They also provide customers with the most dependable, convenient, and cost-effective means of traveling The Toll Roads or other toll facilities throughout the state‒–making a trip on any tolled road, bridge or express lane seamless for the motorist. Currently, the Transportation Corridor Agencies (TCA) has approximately 1,005,000 transponders in circulation representing 73% of the agencies’ customer account base. Today, 81 percent of all Toll Road transactions are paid with a FasTrak transponder. Based on the current rate of issuance, TCA will run short of transponders in January of 2016. Additional contract capacity is needed to obtain adequate quantities of transponders to meet the current and projected demand. This item was discussed at the Joint Toll Operations Committee meeting on September 23, 2015.

Transponder Procurement File No. 2015J-058 October 8, 2015 Page 2 DISCUSSION In 2013, based on an Invitation For Bid (IFB), TCA entered into a three-year agreement with TransCore, LLP to purchase 450,082 switchable transponders with replaceable battery capability and 6,300 external transponders through Fiscal Year 2016 (FY16). At TCA’s option, the agreement also allows for additional transponder procurements in FY17 and FY18. To meet the estimated demands for FY16 and FY17, TCA expects to issue more than 16,000 transponders per month to FasTrak accountholders. In addition, TCA expects to issue another 40,000 transponders to commercial accounts. This increase in expected fulfillments exceeds the original procurement projection of 10,250 per month and TCA will run short of transponders by January 2016. To prevent the shortage and meet the current projections through FY17, TCA needs to increase contract capacity to support the acquisition of an additional 280,000 transponders. Along with the immediate need to procure additional transponders, staff is recommending that TCA exercise its option to extend the agreement term through FY17. This allows TCA the opportunity to lock in the current unit prices for the switchable and external transponders. Learning from other California toll agencies and their recent transponder procurement negotiations, market prices for California’s Title-21 protocol transponders are increasing and a new procurement would likely result in TCA paying a higher price. Although efforts are underway to change the technology currently used for tolling in California, the transition period and expected sunset in 2023 extends beyond the expected 5-year life of the transponders that would be purchased under this amendment. This timeline protects TCA’s investment in the transponders and addresses concerns regarding immediate or near-term obsolescence. In addition, Transcore has agreed to accept a provision in the amendment to include a 90-day termination clause with no additional cost exposure to TCA. The provision would minimize the agencies’ commitment for the full quantity of transponders authorized under the amendment. TCA would have a no-cost option to modify or cancel any deliveries in full or in part beyond 90-days of the notice should it be decided that those quantities of transponders are no longer needed. FUNDING Funding for FY16 purchases is included in the approved FY16 budget. Funding for FY17 purchases will be included in the FY17 budget. SUMMARY Staff recommends amending agreement K000833 with TransCore, LLP to procure an additional 277,000 switchable transponders with replaceable battery capability and 3,000 external transponders through June 30, 2017, in a combined not-to-exceed amount of $4,668,948. Attachment

PROCUREMENT SUMMARY REPORT File No. 2015J-058 Purchase Order #: K000833 Amendment #: 3 Title: Transponder Procurement Vendor: TransCore, LP (Irvine, CA) Procurement Process Type: Option Award Criteria: Contract Option Price: Not-to-Exceed $4,668,948 Notes: Purchase Order No. K000833 provides for transponder deliveries in each of Fiscal Years 2014, 2015, and 2016. It also includes the option, at TCA’s sole discretion, for transponder deliveries in Fiscal Years 2017 and 2018. Amendment No. 3 orders additional transponders in Fiscal Year 2016 and exercises TCA’s option to order transponders in Fiscal Year 2017. Amendment No. 3 modifies the purchase order’s termination clause to provide a 90 day termination period. The revision also removes TCA’s potential termination related expenses. Legal counsel has reviewed and approved this revision. The purchase order not-to-exceed (“NTE”) price includes shipping and sales tax. The transponder prices are the lowest responsive amounts bid in IFB No. K000833. Purchase Order No. K000833 Compensation:

F/ETCA SJHTCA TOTAL STATUS Original Purchase $1,849,459.86 $684,006.88 $2,533,466.74 Delivered FY 2015 $2,212,223.57 $818,219.71 $3,030,443.28 Delivered FY 2016 (Current) $1,500,914.56 $555,160.07 $2,056,074.62 Anticipated Current NTE Amount $5,562,597.99 $2,057,386.66 $7,619,984.64 Proposed Amendment No. 3 $3,293,794.80 $1,375,153.20 $4,668,948.00 Anticipated Revised NTE Amount $8,856,392.79 $3,432,539.86 $12,288,932.64

~X~_SAN JOAQUIN HILLS BOARD OF DIRECTORS ~X~_FOOTHILL/EASTERN BOARD OF DIRECTORS


SUBJECT: General Counsel Legal Services Contract Amendment


Foothill/Eastern Transportation Corridor Agency

File No. 2015J-072

Authorize the Chief Executive Officer (CEO) to execute an Amendment to Contract No. KOOOOOl with Nossaman LLP to modify the hourly rates for general counsel legal services.

San Joaquin Hills Transportation Corridor Agency

Authorize the Chief Executive Officer (CEO) to execute an Amendment to Contract No. KOOOOO 1 with Nossaman LLP to modify the hourly rates for general counsel legal services.

SUMMARY:

Nossaman has been successfully providing legal services to the agencies since 1986. The terms of this engagement are reviewed annually. During the most recent annual review before the Joint Legal Services Ad Hoc Committee, a request to modify the composite rates for general counsel services was presented and discussed. The committee is recommending an increase in the composite rate for attorneys to $240.00 per hour and paralegals to $115.00 per hour, followed by 3 .0% annual increases over the next four years to bring the hourly rates to a level that is consistent with other agencies general counsel service rates. After the fourth year, the general counsel rates would be adjusted annually per CPI with a cap of3.0%.

REPORT WRITTEN BY:


COST:

REVIEWED BY:

SUBMITTED BY:

Michael A. Kraman, Chief Executive Officer (949) 754-3413

Nossaman, LLP

FIE SJH

NIA NIA



COMMITTEE TRANSMITTAL DATE: August 20, 2015 TO: Members of Board of Directors FROM: Michael A. Kraman, Chief Executive Officer SUBJECT: General Counsel Legal Services Joint Legal Services Ad Hoc/ August 20, 2015 Present: Lisa Bartlett, Ross Chun, Lucille Kring, Scott Schoeffel, Todd Spitzer Absent: Craig Young Committee Discussion This meeting of the Joint Legal Services Ad Hoc Committee included the annual review of Nossaman LLP as well as a discussion a rate adjustment for general counsel services. Nossaman LLP (Nossaman) has been successfully representing the Transportation Corridors Agencies (agencies) as its General Counsel since 1986. Legal services provided include general counsel services, environmental planning, litigation, contracts, real estate, finance and state legislative advocacy. The terms of this engagement are reviewed annually. During the 2015 budget process, the Boards requested that the legal services annual review process be modified to include the Joint Legal Services Ad Hoc Committee. The annual contract review was completed at the August meeting of the Joint Legal Services Ad Hoc Committee. Nossaman was given a favorable annual review including a recommendation by the committee to staff that the agencies continue to engage Nossaman for its legal services.

During the annual review, a request to modify the composite rates for general Counsel services was also presented and discussed. The current composite rate for attorneys at $140 per hour and paralegals at $60 per hour for general counsel services has been in place since October 1986. Given the amount of time that has transpired an adjustment to Nossaman’s composite billing rates for general counsel services was discussed. The rate adjustment proposal recommended by the committee is:

• Increase the composite rate for attorneys to $240.00 per hour effective November 1, 2015. Allow for 3.0% annual increases over the next four years to bring the hourly rate to a level that is approximately equivalent to OCTA’s 2015 general counsel attorney rate.

Staff Recommendation Foothill/Eastern Transportation Corridor Agency

1. Authorize the Chief Executive Officer (CEO) to execute an Amendment to Contract No. K000001 with Nossaman LLP to modify the hourly rates for general counsel legal services.




DATE: October 8, 2015 TO: Foothill/Eastern Transportation Corridor Agency Board of Directors San Joaquin Hills Transportation Corridor Agency Board of Directors FROM: Michael A. Kraman, Chief Executive Officer SUBJECT: General Counsel Legal Services Contract Amendment STAFF RECOMMENDATION:

Foothill/Eastern Transportation Corridor Agency




BACKGROUND:

Nossaman LLP (Nossaman) has been successfully representing the Transportation Corridors Agencies (agencies) as its General Counsel since 1986. Legal services provided include general counsel services, environmental planning, litigation, contracts, real estate, finance and state legislative advocacy. The terms of this engagement are reviewed annually. During the 2015 budget process, the Boards requested that the legal services annual review process be modified to include the Joint Legal Services Ad Hoc Committee. The latest annual contract review occurred at the August meeting of the Joint Legal Services Ad Hoc Committee. Nossaman was given a favorable annual review including a recommendation by the committee to staff that the agencies

General Counsel Legal Services Contract Amendment File No. 2015J-072 Page 2 of 4 October 8, 2015

continue to engage Nossaman for its legal services. During the annual review, a request to modify the composite rates for general Counsel services was also presented and discussed. DISCUSSION:

The history of current billing rates for Nossaman LLP services under this agreement are as follows:

October 17, 1986 1. Except for the services described in paragraph 2, the firm will bill the agencies for

services rendered on the basis of the composite rate for attorneys at $140 per hour and paralegals at $60 per hour.

2. Nossaman will bill the agencies for services rendered in the areas of litigation, finance, and legislative representation at the prevailing rates of Nossaman at the time such services are requested.

April 6, 1987

As part of the “expenses” incurred by Nossaman for items listed in the October 17, 1986 engagement letter, Nossaman will charge the agencies for travel, lodging and meal expenses incurred by Nossaman in the performance of tasks on behalf of the agencies.

September 1, 2001 Nossaman will bill the agencies for services rendered on environmental strategic planning

on the basis of a composite rate for attorneys at $300 per hour. August 9, 2007

Nossaman will bill the agencies for services rendered in the area of real estate on the basis of a composite rate for attorneys at $300 per hour. Should condemnation matters proceed to litigation, rates will increase to the litigation rates in effect at the time services are rendered.

May 17, 2012

Nossaman will bill the agencies for services rendered in the area of complex contracts on the basis of a composite rate for attorneys at $300 per hour. Services provided under this “complex contracts” category involve extensive legal analysis, significant legal drafting and do not use the agencies’ existing standard forms.


Composite billing rates for general counsel services analysis:

A. CPI Analysis

The average annual consumer price index for the Bureau of Labor Statistics for Consumer Price Index – All Wage Earners and Clerical Workers for Los Angeles – Orange – Riverside County between 1986 and 2015 has been 2.75%. Applying that average annual rate to the 1986 composite rate for attorneys of $140 per hour would result in a 2015 rate of $308 per hour; and to the 1986 composite rate for paralegals of $60 per hour would result in a 2015 rate of $132 per hour.

B. Comparative Rate Analysis

OCTA: Partner Rate General Counsel Services $269.00/hr Associate Rate General Counsel Services $238.00/hr Paralegal Rate General Counsel Services $129.00/hr plus annual CPI rate adjustments. TCA’s recent Human Resources Legal Services Procurement: Partner Avg. Rate Human Resources Legal Services $307/hr Associate Avg. Rate Human Resources Legal Services $270/hr Paralegal Avg. Rate Human Resources Legal Services $165/hr Fixed for three-year term.

Composite billing rates for general counsel services proposal: The current composite rate for attorneys at $140 per hour and paralegals at $60 per hour for general counsel services has been in place since October 1986. Given the amount of time that has transpired and in light of the analysis presented above, an adjustment to Nossaman’s composite billing rates for general counsel services is being proposed. This General Counsel rate adjustment was discussed in detail at the August 20, 2015 Joint Legal Services Ad Hoc Committee meeting. The rate adjustment proposal recommended by the committee is:

• Increase the composite rate for attorneys to $240.00 per hour effective November 1, 2015. Allowing for 3.0% annual increases over the next four years will bring the hourly rate to a level that is approximately equivalent to OCTA’s 2015 general counsel attorney rate.


• The paralegal rate was not specifically discussed, but an equivalent rate

adjustment would increase the paralegal rate to $115.00 per hour effective November 1, 2015. Allowing for 3.0% annual increases over the next four years will bring the hourly rate to a level that is approximately equivalent to OCTA’s 2015 general counsel paralegal rate.

• Rates for services rendered in the areas of litigation, finance, real estate, complex

contracts, environmental strategy and legislative representation remain as currently defined. As a result of the new escalation provisions, when the general counsel rates are equal to or greater than the individual rates defined in Contract No. K000001, the rates for these services would then revert to the general counsel rates.

• Following the four year rate transition at 3%, staff is also recommending

including a cap on the CPI adjustment at 3% as follows: Composite hourly rates for general counsel legal services may be adjusted annually by an amount not to exceed the lesser of 3% or the change in the U.S. Bureau of Labor Statistics Consumer Price Index for all Urban Wage Earners and Clerical Workers in the Los Angeles area for the most recent calendar year. In no event however, will the adjustment be less than 0%. Adjustments to the Composite hourly rates for general counsel legal services after the November 1, 2019 adjustment will not be automatic, but must be requested by Nossaman annually.

FUNDING: Funding for this item is included in the Fiscal Year 2016 budgets. CONCLUSION: Nossaman has been successfully providing legal services to the agencies since 1986. The terms of this engagement are reviewed annually. During the most recent annual review before the Joint Legal Services Ad Hoc Committee, a request to modify the composite rates for general counsel services was presented and discussed. The committee is recommending an increase in the composite rate for attorneys to $240.00 per hour and paralegals to $115.00 per hour, followed by 3.0% annual increases over the next four years to bring the hourly rates to a level that is consistent with other agencies general counsel service rates. After the fourth year, the general counsel rates would be adjusted annually per CPI with a cap of 3.0%.

PROCUREMENT SUMMARY REPORT File No. 2015J-072 Contract #: K000001 Amendment #: A1 Title: General Legal Counsel Consultant Nossaman LLP (Irvine, CA) Procurement Process Type: Negotiated Amendment Award Criteria: Continuity of Service Price: N/A Notes: This amendment will modify the composite hourly rates for general counsel legal services and will provide a methodology for annual composite rate adjustments. A summary of the proposed rate changes, effective November 1, 2015, is provided as follows:

Classification Current Hourly Rate Proposed Hourly Rate Attorney $140 $240 Paralegal $60 $115

Composite hourly rates for general counsel legal services to increase 3% per year through November 1, 2019. Thereafter, rates may be adjusted by an amount not to exceed the lesser of 3% or the change in the U.S. Bureau of Labor Statistics Consumer Price Index for all Urban Wage Earners and Clerical Workers in the Los Angeles area for the most recent calendar year. In no event however, will the adjustment be less than 0%. Adjustments to the composite hourly rates for general counsel legal services after the November 1, 2019 adjustment will not be automatic, but must be requested by Nossaman annually. Rates for services rendered in the areas of litigation, finance, real estate, complex contracts, environmental strategy and legislative representation remain as currently defined. As a result of the new escalation provisions, when the general counsel rates are equal to or greater than the individual rates defined in Contract No. K000001, the rates for these services would then revert to the general counsel rates. Services will be provided within the adopted F16 budget. Funding for subsequent years will be included for your consideration in future annual budgets.


BOARD MEETING DATE: October 8. 2015

SUBJECT: Joint Board Meeting Concept Approval


Foothill/Eastern Transportation Corridor Agency Recommendations:

File No. 2015J-057

1. Approve the concept for convening joint monthly board meetings of the Foothill/Eastern and San Joaquin Hills Transportation Corridor Agencies for the purpose of conducting the transaction of business for the agency.

2. Direct staff to modify the FIE Agency's Administrative Code to reflect the joint meeting procedures for the agency.

3. Direct staff to develop plans and obtain bids for modifying the Transportation Corridor Agencies Board Room to accommodate the joint monthly meeting of the agencies.

San Joaquin Hills Transportation Corridor Agency Recommendations:

I. Approve the concept for convening joint monthly board meetings of the Foothill/Eastern and San Joaquin Hills Transportation Corridor Agencies for the purpose of conducting the transaction of business for the agency.

2. Direct staff to modify the SJH Agency's Administrative Code to reflect the joint meeting procedures for the agency.

3. Direct staff to develop plans and obtain bids for modifying the Transportation Corridor Agencies Board Room to accommodate the joint monthly meetings of the agencies.

SUMMARY:

Currently, the F/ETCA and SJHTCA hold separate monthly board meetings for the purpose of transacting business for each agency. There continues to be a desire to improve the efficiency for conducting the business of the two agencies, and the two boards of directors requested that staff investigate means by which the monthly board meetings could be combined and conducted as a single joint monthly board meeting. To comply with the agencies' Joint Powers Authority Agreements, the single joint meeting will be conducted as a simultaneous meeting of the F/ETCA board with the SJHTCA board. Upon agreement and approval of the concept by a majority vote of each board, the agencies' administrative codes will be revised to reflect the new meeting procedures. The revised administrative codes will be brought back to each agency for approval.

REPORT WRITTEN BY: Michael A. Kraman, CEO (949) 754-3413

CONTRACTOR/CONSULT ANT: NIA

COST:

REVIEWED BY:

SUBMITTED BY:

FIE NIA SJH NIA



COMMITTEE TRANSMITTAL DATE: September 24, 2015 TO: Members of Board of Directors FROM: Michael A. Kraman, Chief Executive Officer SUBJECT: SUBJECT: Joint Board Meeting Concept Approval Joint Strategic Planning Ad Hoc/ September 24, 2015 Present: Lisa Bartlett, Ross Chun, Melody Carruth, Laurie Davies, Mark Murphy,

Greg Raths, Ed Sachs, Craig Young Absent: Scott Schoeffel, Todd Spitzer Committee Discussion Committee members are supportive of a single joint meeting. Discussion included gaining an understanding of the need for staying within the requirements of the Agency’s Joint Powers Agreements. For Board specific items, the committee felt that discussion should be limited to members for the specific board only. Some discussion about cities with representatives on both boards and would they then only appoint one joint representative if the Boards adopt the single meetingf concept. The committee members present unanimously supported approving the concept for a single joint monthly board meeting for the agencies.

Staff Recommendation Foothill/Eastern Transportation Corridor Agency Recommendations:

1. Approve the concept for convening joint monthly board meetings of the Foothill/Eastern and San Joaquin Hills Transportation Corridor Agencies for the purpose of conducting the transaction of business for the Agency.

2. Direct staff to modify the F/E Agency’s Administrative Code to reflect the joint meeting procedures for the Agencies.

3. Direct staff to develop plans and obtain bids for modifying the Transportation Corridor Agencies Board Room to accommodate the joint monthly meeting of the Agencies.


1. Approve the concept for convening joint monthly board meetings of the Foothill/Eastern and San Joaquin Hills Transportation Corridor Agencies for the purpose of conducting the transaction of business for the Agency.

2. Direct staff to modify the SJH Agency’s Administrative Code to reflect the joint meeting procedures for the Agencies.

3. Direct staff to develop plans and obtain bids for modifying the Transportation Corridor Agencies Board Room to accommodate the joint monthly meeting of the Agencies.

125 Pacifica, Irvine, CA 92618 949/754-3400 FAX 949/754-3467 DATE: October 8, 2015 TO: Foothill/Eastern Transportation Corridor Agency Board of Directors San Joaquin Hills Transportation Corridor Agency Board of Directors FROM: Michael A. Kraman, Chief Executive Officer SUBJECT: Joint Board Meeting Concept Approval STAFF RECOMMENDATION:

Foothill/Eastern Transportation Corridor Agency Recommendations:


2. Direct staff to modify the F/E Agency’s Administrative Code to reflect the joint meeting procedures for the agency.

3. Direct staff to develop plans and obtain bids for modifying the Transportation Corridor Agencies Board Room to accommodate the joint monthly meeting of the agencies.



2. Direct staff to modify the SJH Agency’s Administrative Code to reflect the joint meeting procedures for the agencies.

3. Direct staff to develop plans and obtain bids for modifying the Transportation Corridor Agencies Board Room to accommodate the joint monthly meetings of the agencies.

BACKGROUND: Currently, the F/ETCA and SJHTCA hold separate monthly board meetings for the purpose of transacting business for each agency. As independent Joint Powers Authorities (JPA), the process and procedures for each JPA is governed by their Joint Powers Agreements, the administrative

Joint Board Meeting Concept Approval File No. 2015J-057 Page 2 of 5 October 8, 2015

codes for each agency and The Brown Act. Previous attempts to combine the two agencies into a single JPA have not been successful. However, there continues to be a desire to improve the efficiency for conducting the business of the two agencies, and the two boards of directors requested that staff investigate means by which the monthly board meetings could be combined and conducted as a single joint monthly Board Meeting. DISCUSSION: A premise of the concept development for how to conduct the monthly meetings of the SJHTCA and F/ETCA as one single joint meeting is that the objective must be met by defining processes and considerations that can be adopted and approved by the two boards in compliance with each agency’s JPA agreement and The Brown Act and only require, at most, changes to each agency’s administrative codes which can be approved by a majority vote of each Board. In order to achieve this objective, the single joint meeting will, in reality, be a simultaneous meeting of the F/ETCA board and the SJHTCA board. General Counsel has reviewed the proposed concept for compliance with the agency’s JPAs and The Brown Act. Upon agreement and approval of the concept by a majority vote of each board, the agencies’ administrative codes will be revised to reflect the new meeting procedures. The revised administrative codes will be brought back to each agency for approval. Highlights of the proposed concept are as follows: DIRECTORS: F/ETCA: 15 members (Anaheim, Dana Point, Irvine, Lake Forest, Mission Viejo, Orange, Rancho Santa Margarita, San Clemente, San Juan Capistrano, Santa Ana, Tustin, Yorba Linda, County of Orange 3rd, 4th & 5th Districts) SJHTCA: 14 members (Aliso Viejo, Costa Mesa, Dana Point, Irvine, Laguna Hills, Laguna Niguel, Laguna Woods, Mission Viejo, Newport Beach, San Clemente, San Juan Capistrano, Santa Ana, County of Orange 3rd & 5th Districts) Board Members, including Directors serving on both Boards, shall receive one stipend only as compensation for attending a Joint Board Meeting (per Attorney General Findings related to City of Bell Joint Agency meetings compensation practices). Six cities and two county supervisorial districts are members of both Boards. The meeting agendas will be a single combined joint agenda containing joint items, F/ETCA only items and SJHTCA only items.


Meeting minutes will be kept and published as a single combined meeting minutes. Minutes will be approved as a joint item at the next regularly scheduled joint board meeting, and the approved minutes will be retained in the records of both agencies. CALL TO ORDER: Meeting Chair will alternate monthly between F/ETCA and SJHTCA. Robert’s Rules of order shall govern the conduct of the joint agency meetings and the presiding chair’s decision on any procedural question shall be final. Roll call will be conducted for each Board. This can be accomplished by either a verbal roll call or automatically by electronic log in by each Director, once a system is in place. Each Board must individually establish a quorum for the purpose of the transaction of business for the agency. Two-thirds of the Board Members constitute a quorum for each Board. Establishment of a quorum by each Board is required to convene a joint meeting. If only one of the Boards fails to achieve a quorum, then the other Board which has established a quorum may conduct a meeting of that Board and transact business on the agenda items relating to that board only. For the Board having less than the number of Board Members present for a quorum, that Board may constitute themselves a “Committee of the Whole” for the purposes of discussing agenda matters or any matter of interest to the members present. PUBLIC COMMENT: The public comment period is joint, and members of the public may address either Board at that time. AGENDA ITEMS: Agenda items will be broken up into Consent Calendar and Board Business items. Under each of these two categories, items will be further broken down into Joint Items, F/ETCA Only Items and SJHTCA Only Items. Examples of Items that would be F/ETCA Only or SJHTCA Only Items:

• Election of Chair and Vice-Chair; • Annual Budget; • Toll Rates; • Any item regarding debt service and financings; • Capital projects specific to one agency; • Right-of-way;


• Disposition of assets; • Single agency specific agreements and/or resolutions; • Development impact fee appeals specific to one agency.

CONSENT CALENDAR: Items on the consent calendar will be broken down into joint items, F/ETCA only Items and SJHTCA only Items. Any Director can pull a joint item from the consent calendar. F/E only and Joint Directors can pull any F/E consent item. SJH only and Joint Directors can pull any SJH consent items. Approval of the Consent Calendar. Motions and seconds from each Board for approval of the Consent Calendar are needed prior to voting for approval on the consent calendar items. A F/E motion and a second must be made by F/E Directors for approval of the consent calendar and a SJH motion and a second must also be made by SJH directors. Directors will vote for the joint consent items and the consent items pertaining to their specific board(s). Approval of the consent calendar requires a majority vote of those present for each Board (i.e. majority approval of by F/ETCA Board and majority approval by the SJHTCA Board). Joint directors will vote as an F/E Board member and as an SJH Board member. Voting will be accomplished by electronic device once a system is in place. If the outcome of the consent calendar vote differs between the Boards, the Chair of the dissenting board will automatically introduce a motion to reconsider and reopen the discussion. BOARD BUSINESS: Items under board business will be broken down into joint items, F/ETCA only items and SJHTCA only items. The Chair will introduce the item as Joint, F/E only or SJH only so that members follow the correct protocol for the item. Approval of the Joint Items. A motion and second must be made from each Board for action on joint items prior to voting. A F/E motion and a second must be made by F/E directors for a joint item and a SJH motion and a second must also be made by SJH directors. All Directors are encouraged to participate in the discussion for joint items. Joint directors will vote as an F/E board member and as an SJH board member. Voting will be accomplished by electronic device once a system is in place. Approval of the joint item requires the appropriate majority or supermajority vote of each Board as specified in the agency’s Joint Powers Agreement (i.e. approval by the F/ETCA Board and approval by the SJHTCA Board). If the outcome of the joint item vote differs between the boards, the Chair of the dissenting board will introduce a motion to reconsider and reopen the discussion.


Approval of F/E Only or SJH Only Items. A motion and second must be made by Directors from the appropriate Board for action on F/E or SJH only items prior to voting. Discussion of items specific to only one board shall be limited to participation by Board Members who are a member of the specific Board to which the item applies. Directors for the agency to which the item applies will vote on the action for that F/E or SJH specific item. Directors from the non-involved agency will not vote on the item. Approval of the F/E or SJH only item requires the appropriate majority or supermajority vote as specified in the agency’s Joint Powers Agreement. CLOSED SESSION: If needed, the Boards can adjourn to closed session. Closed session could be convened as a Joint Closed Session, a F/ETCA Closed Session or a SJHTCA Closed Session as appropriate. CONCLUSION: Currently, the F/ETCA and SJHTCA hold separate monthly board meetings for the purpose of transacting business for each agency. There continues to be a desire to improve the efficiency for conducting the business of the two agencies, and the two boards of directors requested that staff investigate means by which the monthly board meetings could be combined and conducted as a single joint monthly board meeting. To comply with the agencies’ Joint Powers Authority Agreements, the single joint meeting will be conducted as a simultaneous meeting of the F/ETCA board with the SJHTCA board. Upon agreement and approval of the concept by a majority vote of each board, the agencies’ administrative codes will be revised to reflect the new meeting procedures. The revised administrative codes will be brought back to each agency for approval.

san joaquin hills transportation … laurie davies city of laguna ... with u.s. generally accepted...

Documents