may 12, 2016 revised - welcome to the toll roads | the ......sjhtca board of directors agenda may...

REVISED

05/09/16

SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCYBOARD OF DIRECTORS

AGENDA

May 12, 2016 9:00 a.m.

TCA Offices125 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) 754-3402. 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

INVOCATIONDirector Davies

PLEDGE OF ALLEGIANCEDirector Hack

ROLL CALL – SAN JOAQUIN HILLS BOARD OF DIRECTORS Chair Ross Chun City of Aliso Viejo

Vice-Chair Melody Carruth City of Laguna HillsDirector Lisa Bartlett County of Orange, 5th DistrictDirector Kerry Ferguson City of San Juan Capistrano Director Bert Hack City of Laguna Woods Director Laurie Davies City of Laguna NiguelDirector Michele Martinez City of Santa AnaDirector 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 ClementeDirector Ryan Chamberlain Caltrans, Ex-Officio Member

http://www.thetollraods.com/

SJHTCA Board of Directors Agenda May 12, 2016

II. PUBLIC COMMENTS

At this time, members of the public may address the Board regarding any items within the subject matter jurisdiction of the Board, 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.

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 SPECIAL JOINT BOARDS MEETING – APRIL 14, 2016 (Martha M. Ochoa, Clerk of the Board) FILE NO. 2016J-013 ACTION: Approve minutes. 2. COMMITTEE REPORTS (Martha M. Ochoa, Clerk of the Board) FILE NO. 2016J-001 ACTION: Receive and file. 3. INVESTMENT REPORTS – AS OF MARCH 31, 2016 (Daryn Martin, Manager of Treasury Operations) FILE NO.: 2016S-003 Enclosed are the quarterly investment reports for the San Joaquin Hills

Transportation Corridor Agency (SJHTCA) as of March 31, 2016. As of March 31, 2016, 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. THIRD QUARTER FISCAL YEAR 2016 BUDGET STATUS REPORT (Maria Fazio, Manager, Budget and Planning) FILE NO.: 2016S-013 Through the end of the third quarter of Fiscal Year 2016, the San Joaquin Hills

Transportation Corridor Agency received a total of $129.9 million in revenue or 85.1% of the annual budget. Net Toll Revenue, Penalties, Development Impact Fees, and Interest Earnings were above target at 81.6%, 96.7%, 149.0%, and 116.6% respectively. Fees were slightly below target at 74.0%.


Total expenditures were at $97.8 million or 78.6% of the annual amended budget at

the end of the third quarter of the fiscal year. Administration, Planning, Environmental and Construction, and Toll Operations were below the annual amended budget at 67.6%, 16.7%, and 69.4%, respectively. Debt was at an expected 81.3%.

ACTION: Receive and file. 5. QUARTERLY PROCUREMENT REPORT (Coleen Franco, Manager, Contracts and Procurement) FILE NO. 2016J-009

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 3rd quarter of fiscal year 2016. The attachments to this report identify all requisitions and contract actions authorized between January 1st and March 31st, 2016.

ACTION: Receive and File.

IV. BOARD BUSINESS (ITEMS 6-8) 6. FISCAL YEAR 2017 CAPITAL IMPROVEMENT PLAN (David Lowe, Acting Chief Engineer) FILE NO: 2016J-015

This annual update to the CIP for each Agency outlines the scope, cost and schedule for the major capital improvement projects.

ACTION: Adopt the Capital Improvement Plan (CIP) for the San Joaquin Hills (SR 73)

Corridor.

7. CORRIDOR MANAGEMENT GROUP TASK ORDER NO. TO-004; REAL PROPERTY SERVICES

(Valarie McFall, Chief Environmental Planning Officer) FILE NO. 2016J-035

Staff is recommending the approval of Task Order No. TO-004 with Corridor Management Group (Contract K001065) to assist with real property services. Work under this Task Order includes performing appraisals, title reports, surveying and plotting of easements, as well as funding of escrow costs, which equate to approximately 3% for each transaction, and other real property tasks needed to assist Agency staff with the acquisition and conveyance of mitigation properties.

ACTION: 1. Authorize the Chief Executive Officer (CEO) to issue Task Order No. TO-004 with Corridor Management Group for real property support in the amount of $194,650.


2. Authorize the CEO to execute additional changes within the ten percent ($19,465) of the above amount.

8. ANNUAL REVIEW AND COMPENSATION ADJUSTMENT FOR CHIEF EXECUTIVE OFFICER, MICHAEL A. KRAMAN (Craig Young, Chairman) FILE NO. 2016J-039 ACTION: Item continued at the request of the Chair.

CHIEF EXECUTIVE OFFICER’S REPORT (Michael A. Kraman, Chief Executive Officer) • Traffic & Revenue Updates

DIRECTOR’S REPORTS AND NEW BUSINESS

(Chair Ross Chun)

At this time, the San Joaquin Hills Transportation Corridor Agency Board of Directors will break into Joint Closed Session with Foothill/Eastern Transportation Corridor Agency Board

of Directors.

V. JOINT CLOSED SESSION CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION

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

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

• Penny Borsuk, et al., v. Transportation Corridor Agencies, et al., United

States District Court, Central District of California, Case No. 8:16-cv-00262 AG (JCGx)

CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION


• One matter


CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION (Subdivisions (a) and (d)(2) of Government Code Section 54956.9)

• One matter PUBLIC EMPLOYEE PERFORMANCE EVALUATION

(Subdivision (b) of Government Code Section 54957)

Title: Chief Executive Officer

VI. ADJOURNMENT The next regularly scheduled meeting of the San Joaquin Hills Board of Directors will be held June 9, 2016 at 9:00 a.m.

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

BOARD MEETING DATE: May 12, 2016

File No. 2016J-013

SUBJECT: Minutes of the April 14, 2016 Special Joint Meeting of the Board of Directors.

STAFF RECOMMENDATION:

Approve minutes.

REPORT WRITTEN BY:

REVIEWED BY:

SUBMITTED BY:

Martha M. Ochoa, Clerk of the Board (949) 754-3402

Communications Engineering Environmental Finance Strategic Planning Toll Operations

SPECIAL JOINT MEETING OF THE BOARDS OF DIRECTORS

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

MINUTES

April 14, 2016

I. CALL TO ORDER The meeting was called to order at 9:34 a.m.

INVOCATION

(Vice-Chair Carruth)

PLEDGE OF ALLEGIANCE (Vice-Chair Bartlett)

ROLL CALL – SAN JOAQUIN HILLS BOARD OF DIRECTORS 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 Scott Peotter City of Newport Beach Director Ed Sachs City of Mission Viejo Director Christina Shea City of Irvine Director Ryan Chamberlain Caltrans, Ex-Officio Member Alternate Jim Righeimer City of Costa Mesa ABSENT: Director Michele Martinez City of Santa Ana Director Scott Schoeffel City of Dana Point Director Todd Spitzer County of Orange, 3rd District Director Kathy Ward City of San Clemente

ROLL CALL – FOOTHILL/EASTERN BOARD OF DIRECTORS

Chair Craig Young City of Yorba Linda Vice Chair Lisa Bartlett County of Orange, 5th District Director Tony Beall City of Rancho Santa Margarita Director Kerry Ferguson City of San Juan Capistrano Director Lucille Kring City of Anaheim Director Mark Murphy City of Orange Director Charles Puckett City of Tustin Director Ed Sachs City of Mission Viejo Director Joseph L. Muller City of Dana Point Director Christina Shea City of Irvine

Special Joint Boards of Directors Minutes April 14, 2016

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(Continuation of Roll Call) Director Scott Voigts City of Lake Forest Director Ryan Chamberlain Caltrans, Ex-Officio Member

ABSENT:

Director Shawn Nelson County of Orange, 4th District Director Michele Martinez City of Santa Ana Director Todd Spitzer County of Orange, 3rd District Director Kathy Ward City of San Clemente

II. PUBLIC COMMENTS There were no public comments. III. CONSENT CALENDAR-SAN JOAQUIN HILLS (ITEMS 1-3) ACTION: Approve Consent Calendar Items 1-3. MOTION: Peotter SECOND: Carruth VOTE: Unanimous 1. MINUTES OF THE JOINT SPECIAL BOARD MEETING –MARCH 10, 2016 (Martha M. Ochoa, Clerk of the Board) FILE NO. 2016J-013 ACTION: Approve minutes. 2. COMMITTEE REPORTS (Martha M. Ochoa, Clerk of the Board) FILE NO. 2016J-001 ACTION: Receive and file. 3. INVESTMENT REPORTS – AS OF FEBRUARY 29, 2016 (Daryn Martin, Manager of Treasury Operations) FILE NO.: 2016S-003 Enclosed are the monthly investment reports for the San Joaquin Hills

Transportation Corridor Agency (SJHTCA) as of February 29, 2016. As of February 29, 2016, 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.


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IV. CONSENT CALENDAR-FOOTHILL/EASTERN (ITEMS 4 -6) ACTION: Approve Consent Calendar Items 4-6. MOTION: Puckett SECOND: Voigts VOTE: Unanimous 4. MINUTES OF THE JOINT SPECIAL BOARD MEETING –MARCH 10, 2016 (Martha M. Ochoa, Clerk of the Board) FILE NO.: 2016J-013 ACTION: Approve minutes. 5. COMMITTEE REPORTS (Martha M. Ochoa, Clerk of the Board) FILE NO. 2016J-001 ACTION: Receive and file. 6. INVESTMENT REPORTS – AS OF FEBRUARY 29, 2016 (Daryn Martin, Manager of Treasury Operations) FILE NO.: 2016F-003 Enclosed are the monthly investment reports for the Foothill/Eastern Transportation

Corridor Agency (F/ETCA) as of February 29, 2016. As of February 29, 2016, all indenture funds are invested in accordance with the permitted investment section of the respective indentures and all non-indenture funds are invested in compliance with both the California Government Code and F/ETCA Investment Policy.

ACTION: Receive and file. V. JOINT BOARD BUSINESS (ITEMS 7-12) 7. INVESTMENT BANKING SERVICES (Amy Potter, Chief Financial Officer) FILE NO. 2016J-002

Engagement of an investment banking team enables the San Joaquin Hills and Foothill/Eastern Transportation Corridor Agencies to receive assistance in future financing transactions related to existing debt and debt for construction projects. TCA staff conducted a request for statement of qualifications for investment banking services and determined Bank of America Merrill Lynch, Barclays Capital, Goldman, Sachs & Co and J.P. Morgan Securities to be the most qualified proposers.


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ACTION: San Joaquin Hills Transportation Corridor Agency Recommendation:

1. Approve the selection of Bank of America Merrill Lynch, Barclays Capital, Goldman, Sachs & Co and J.P. Morgan Securities as the firms to provide investment banking services for five years and up to three one-year extension options.

Foothill/Eastern Transportation Corridor Agency Recommendation:

1. Approve the selection of Bank of America Merrill Lynch, Barclays Capital, Goldman, Sachs & Co and J.P. Morgan Securities as the firms to provide investment banking services for five years and up to three one-year extension options.

Amy Potter, Chief Financial Officer, provided a presentation followed by staff recommendation for approval of the selection of Bank of America Merrill Lynch, Barclays Capital, Goldman, Sachs & Co and J.P. Morgan Securities as the firms to provide investment banking services. The item was presented to the Joint Finance and Investment Committee on March 23, 2016, and the Committee Members unanimously approved the recommendation be brought to the full Boards. The interview panel consisted of three staff members, the Agencies’ Financial Advisor, as well as three Joint Finance and Investment Committee Board Members. The Board Members were provided with the actual proposals and summaries to review and firms were asked to focus on specific areas for the interview. Based on the evaluation of those interviews, the top four firms were selected and recommended for approval. Discussion was held regarding the selection of four firms and their performance during the interviews. Alternate Righeimer expressed concern over the concept of selecting four firms and not a senior firm to be the lead and had questions about who makes that decision. He also questioned if staff and an outside advisor would be deciding on each transaction which firm was going to be the senior lead and when those decisions would be brought to the Boards. Ms. Potter explained that the senior lead will be determined based on their participation in developing a specific transaction as well as their performance and the services they provide. She added that it is expected that TCA may have several transactions that need to be brought to the Boards throughout the term of the contract. She concluded that in the last transactions, TCA had joint book runners on the large refinance transactions that were approved by the Boards. The Boards' discussion continued regarding future transactions, fees, lead roles and transparency on selecting the firm or firms on each transaction as well as Board Member participation on the selection process through the Joint Finance and Investment Committee. Director Kring shared with Alternate Righeimer that a couple of years ago she worked with the firms who were selected for the refinance of the Foothill/Eastern bonds. She stated the four


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firms worked together, had different strengths, never saw any competition and the firms wanted to do the best job for the Agency working together cohesively and with no infighting. Director Shea stated the Board has been through this process and appreciated Alternate Righeimer’s comments but staff does follow pretty strict protocol. She added when the bonds are issued, it’s negotiated and the Board knows and gets feedback as it goes through the transactions. Mike Kraman, Chief Executive Officer, stated that the Boards’ selection of four firms as senior managers is the appropriate size team. TCA has at least three financing deals that it will be evaluating with this team over the period of this contract and the time for choosing the leadership is with each of the financings. The Joint Finance and Investment Committee exists for the purpose of working through the process with staff and then each deal comes to the Boards for approval. SJHTCA F/ETCA MOTION: Bartlett MOTION: Bartlett SECOND: Hack SECOND: Young VOTE: Unanimous VOTE: Unanimous RECOMMENDATION: Staff recommendation with added direction; select the four firms as senior managers but on a per transaction basis, transactions will go through the Joint Finance and Investment Committee for review and based on the transaction size, book runner or runners will be assigned. Committee will make recommendation back to the full Boards for each transaction. 8. SIGNAGE ENHANCEMENTS DESIGN – PHASE 2 (Juliet Su, Corridor Manager, Design) FILE NO. 2016J-010

Staff is recommending the approval of a contract amendment with HDR, Inc., to move forward with Phase 2 of the sign enhancements design to prepare the final plans and to obtain an encroachment permit from Caltrans to construct. The sign enhancements include modifications to approach signage, mainline signage, and the payment information signage on The Toll Roads and along the approaches from the adjacent highways to provide consistency and improved communication in how drivers are alerted that they are entering a tolled facility and how tolls can be paid.

ACTION:

San Joaquin Hills Transportation Corridor Agency Recommendation:

1) Authorize the Chief Executive Officer (CEO) to issue a contract amendment with HDR, Inc., for Phase 2 of the sign enhancements design for a not-to-exceed amount of $69,305 to provide design consulting services.

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

percent (or $3,465) of the above amount.


Page 6


1) Authorize the Chief Executive Officer (CEO) to issue a contract amendment with

HDR, Inc., for Phase 2 of the sign enhancements design for a not-to-exceed amount of $86,707 to provide design consulting services.

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

percent (or $4,335) of the above amount. Juliet Su, Corridor Manager, Design, provided a presentation followed by staff recommendation to execute a contract with HDR, Inc. for Phase 2 of the sign enhancements design to prepare the final plans and obtain an encroachment permit from Caltrans to allow for construction. In December of 2014, the Boards approved Phase 1 of the project which consisted of reviewing the system wide signs for consistency and how drivers are advised when entering a toll facility and how tolls can be paid. In mid-2015 customer research was performed to test potential changes to signage and develop recommendations based on those consumer preferences. The signage recommendations that came out of that research were compared with the California standards and the proposed concepts were presented to Caltrans for their concurrence. Next steps are once Phase 2 is completed, the item will come back to the Boards to obtain authorization for the construction contract itself. Director Ferguson questioned whether the sign should display the 5 day pay period. Ms. Su clarified the current design of the sign encourages consumers to use the toll roads even if they don’t have a FasTrak account and they have the option to pay online later. In addition, Ms. Su stated there will be signs at every exit point and throughout the routes and intermediate locations with payment information and 5 day requirement. Director Peotter requested clarification that the design concept is what the Boards are approving and purpose of the item is to complete detailed design for every single sign in the system so that TCA will have consistency throughout the system and inquired about the schedule, as far as the design completion. Ms. Su responded the final design package should be completed in July of this year, will then go to Caltrans for the encroachment permit and once its approved by Caltrans, the construction contract will be released. Construction start date is expected in December of this year if all is approved by the Boards. Director’s comments continued over the support for the design, branding, simplifying the message, making the consumers feels comfortable using the toll roads and providing payment information at the end of their trip.


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SJHTCA F/ETCA MOTION: Davies MOTION: Kring SECOND: Peotter SECOND: Muller VOTE: Unanimous VOTE: Unanimous 9. PACIFICA BUILDING BOARDROOM EXPANSION PROJECT (Kurt Machtolf, Facilities Manager) FILE NO. 2016J-017

To improve the efficiency of conducting the business of the Foothill/Eastern Transportation Corridor Agency and San Joaquin Hills Transportation Corridor Agency, the two Boards of Directors directed staff to develop plans and obtain bids for expanding the Transportation Corridor Agencies boardroom to accommodate simultaneous meetings. The Agencies received two bids for the contract. The bid review team determined that Wright Construction Services was the lowest responsible bidder, and that its bid was responsive in all respects other than an informality relating to execution of the bid bond. Staff recommends that the Boards waive the informality in the bid bond and award a design-build contract to Wright Construction Services in the amount of $163,526 for the Pacifica Boardroom Expansion Project. A 25 percent contingency is being requested to allow for design flexibility during implementation, and address unforeseen costs.

ACTION: San Joaquin Hills Transportation Corridor Agency Recommendation:

1. Adopt Resolution S2016-04 of the Board of Directors of the San Joaquin Hills Transportation Corridor Agency confirming the decision of the Chief Executive Officer (CEO) to waive an informality in the bid submitted by Wright Construction Services.

2. Authorize the CEO to execute Contract No. K001095 with Wright Construction Services in the amount of $81,763 for the Pacifica Building Boardroom Expansion Project.

3. Authorize the CEO to execute additional amendments to this contract up to 25

percent ($20,441) of the above authorization amount without further Board action.


1. Adopt Resolution F2016-04 of the Board of Directors of the Foothill/Eastern Transportation Corridor Agency confirming the decision of the Chief Executive Officer (CEO) to waive an informality in the bid submitted by Wright Construction Services.


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2. Authorize the CEO to execute Contract No. K001095 with Wright Construction Services in the amount of $81,763 for the Pacifica Building Boardroom Expansion Project.

3. Authorize the CEO to execute additional amendments to this contract up to 25 percent ($20,441) of the above authorization amount without further Board action.

Kurt Machtolf, Facilities Manager, provided a presentation followed by staff recommendation to execute a contract with Wright Construction Services for the Pacifica Building Boardroom Expansion Project and adoption of the Resolutions confirming the CEO’s decision to waive the bid informality. Previously the Boards approved a joint meeting concept and directed staff to initiate a project to expand the existing boardroom dais platform and other accoutrements in the boardroom. An Invitation for Bid (IFB) was advertised and nine firms expressed interest, three contractors attended the mandatory pre-proposal meeting in the boardroom, TCA received two bids, Wright Construction Services was the lowest responsive bidder at the $163,525. The bid was responsive in all respects other than an informality of the bidder forgetting to sign the bid bond. Staff consulted with TCA’s general counsel that advised California Law allows TCA to rely on the Bid Bond based on the surety signature and the power of attorney that accompany the bond. The bidder’s failure to sign the Bid Bond thus constitutes an informality that TCA may waive. Discussion was held regarding an electronic voting system that will meet the Boards requirements in terms of the combined or simultaneous meetings and exploring the voting systems of other agencies. Staff responded they are looking at various options to enhancing the overall agenda management and voting system while paying careful attention to cost-efficiency and making sure it meets the Boards’ core requirements. SJHTCA F/ETCA MOTION: Davies MOTION: Puckett SECOND: Peotter SECOND: Shea VOTE: Unanimous VOTE: Unanimous 10. DIGITAL, INTERACTIVE AND WEBSITE SERVICES (Lisa Ganz, Manager, Marketing and Communications) FILE NO: 2016J-032

The Transportation Corridor Agencies’ (TCA) website (www.TheTollRoads.com) is the most used source for account maintenance, account sign ups and online One-Time-Toll payments by The Toll Roads’ customers. It is also the digital location for general Agency information including Board Meeting agendas, finance and investor information, capital projects and environmental programs. A procurement was conducted in Spring of 2013 for digital, interactive and website development services and Civic Resource Group (CRG) was awarded a 3-year

http://www.thetollroads.com/


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contract with two one-year options. The third year of the contract ends on June 30, 2016. CRG has provided extensive support on website revisions for the conversion to All Electronic Tolling (AET) as well as significant expertise on the design and development of a new website that will improve the customer experience. The new website is planned to launch in April 2016. CRG has provided excellent service and it will be important to have CRG continue to provide website support, maintenance and additional development services after the new website launches.

ACTION:


1. Authorize the first one-year option on Contract No. K000823 for digital, interactive and website services for a not-to-exceed amount of $49,248 with Civic Resources Group (CRG) to fund contract K000823 to include services to be performed in FY16 and FY17. Foothill/Eastern Transportation Corridor Agency Recommendation:

1. Authorize the first one-year option on Contract No. K000823 for digital,

interactive and website services for a not-to-exceed amount of $49,248 with Civic Resources Group (CRG) to fund contract K000823 to include services to be performed in FY16 and FY17.

Lisa Ganz, Manager, Marketing and Communications provided a presentation followed by staff recommendation to execute the first one-year option with Civic Resources Group (CRG) for Digital and Interactive Services through June 30, 2017 with addition funding for FY16. The item was presented to the Joint Communications and Marketing Committee in January 28 and on February 25 and the committee approved staff recommendation. It was also presented to the Joint Toll Operations Committee on March 23 and the Committee concurred with staff recommendation. The www.thetollroads.com is the most used source for toll road customer account activity including account maintenance, account sign ups and the online toll payment process. In February alone the website was used to open more than 11,000 accounts, process 64 percent of the Agencies’ account updates and 89 percent of the one-time toll payments. The website is also an important tool for the Agencies’ general information including Board agendas, the environmental programs, finance and investor information as well as Capital Improvement Projects. The procurement was conducted in spring of 2013 and CRG was awarded the contract. CRG has provided extensive support on website revisions with the conversion to all electronic tolling and has provided significant expertise on the design and development of the new website which was launched on April 5th with the primary goal to improve the overall customer experience and online process.


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Director Shea stated her support for the new website’s look. SJHTCA F/ETCA MOTION: Carruth MOTION: Kring SECOND: Ferguson SECOND: Bartlett VOTE: Unanimous VOTE: Unanimous 11. TOLL SYSTEM CONSULTING SERVICES – CONTRACT AMENDMENT (Rick Carrier, Director, Tolling and Customer Information Systems) FILE NO. 2016J-036

The Transportation Corridor Agencies (TCA) utilizes consultant services to augment staff and provide specialized services for projects and programs. TTI and its proposed staff are highly qualified to assist TCA with the replacement of the customer service backoffice system. TCA will benefit by building on the knowledge and information base assembled by TTI in previous phases of this work and the conversion to all-electronic tolling. The recommended Board action would provide contract authorization for the consultant support, specifically related to procurement and implementation of the new customer service backoffice system.

ACTION:


1. Authorize the chief executive officer (CEO) to execute Amendment No. 12 to Contract No. K000522 with Traffic Technologies Inc. (TTI), increasing the contract value by $588,000 for continued consulting services.

2. Authorize the CEO to execute additional amendments to this contract up to ten percent ($58,800) of the authorization.


1. Authorize the chief executive officer (CEO) to execute Amendment No. 12 to

Contract No. K000522 with Traffic Technologies Inc. (TTI), increasing the contract value by $612,000 for continued consulting services.

2. Authorize the CEO to execute additional amendments to this contract up to ten percent ($61,200) of the authorization.

Rick Carrier, Director, Tolling and Customer Information Systems provided a presentation followed by staff recommendation to execute a contract amendment with Traffic Technologies Inc. (TTI) for toll system consulting on-call services to support the customer service backoffice system replacement. The amendment was presented to the Joint Toll Operations Committee on


Page 11

March 23 and the Committee unanimously approved that the item be brought to the full Boards for approval of the contract amendment. TCA is conducting a major procurement for a new customer service back office system. The nature and importance of this procurement requires consultant expertise to ensure the expected outcomes are obtained and to leverage the experience and industry knowledge from similar procurements. TTI was selected as TCA’s toll system consultant through a competitive procurement in 2010 and was instrumental in preparing the scope of work and the Request for Proposals (RFP). Discussion was held regarding the scope of work provided on the original contract and the services to be provided in the requested amendment. SJHTCA F/ETCA MOTION: Peotter MOTION: Puckett SECOND: Carruth SECOND: Kring VOTE: Unanimous VOTE: Unanimous 12. 241/91 EXPRESS CONNECTOR FINAL ENGINEERING (David Lowe, Acting Chief Engineer) FILE NO. 2016F-023 Staff is recommending the approval of a contract to WKE, Inc., to move forward

with the final engineering for the 241/91 Express Connector project including the preparation of the construction plans, specifications, and cost estimate (PS&E) and associated technical reports; coordination with Caltrans to obtain the necessary approvals for the project construction documents; and engineering support during construction.

ACTION: Item continued by the Chief Executive Officer (CEO) to allow for further

briefings. CHIEF EXECUTIVE OFFICER’S REPORT

(Michael A. Kraman, Chief Executive Officer) • Update on launch on rental car initiative • Traffic & Revenue Update • Reminder Joint Budget Workshop to be held on April 20, 2016. • Update on Board Meeting dates and times for the months of May and June.

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


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VI. JOINT CLOSED SESSION CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION


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

• Penny Borsuk, et al., v. Transportation Corridor Agencies, et al., United

States District Court, Central District of California, Case No. 8:16-cv-00262 AG (JCGx)

PUBLIC EMPLOYEE PERFORMANCE EVALUATION (Subdivision (b) of Government Code Section 54957)

Title: Chief Executive Officer

No reportable action. VII. ADJOURNMENT The next regularly scheduled meeting of the San Joaquin Hills Board of Directors will be held May 12, 2016 at 9:00 a.m. The next regularly scheduled meeting of the Foothill/Eastern Board of Directors will be held May 12, 2016 at 10:30 a.m.


File No. 2016J-001

BOARD MEETING DA TE: May 12, 2016

SUBJECT: Committee Reports


Receive and file.

REPORT WRITTEN BY:

REVIEWED BY:

SUBMITTED BY:

Martha M. Ochoa, Clerk of the Board (949) 754-3402

Communications ~ Engineering · Environmental \."S\.N Finance /1t'7 Strategic Planning ~

Toll Operations ~

~~w;============~ Michael A. Kraman, Chief Executive Officer

FOOTHILL/EASTERN MOBILITY AD HOC COMMITTEE REPORT DATE: May 12, 2016 TO: Members of Board of Directors FROM: Mike Chesney, Chief Strategy Officer SUBJECT: Foothill/Eastern Mobility Ad Hoc Committee – April 13, 2016 Present: Kathy Ward (Chair), Lisa Bartlett, Chuck Puckett, Scott Voigts, Craig Young Absent: Todd Spitzer, Ed Sachs (Vice Chair) Committee Discussion

1. Former California State Senate President Pro Tem Darrell Steinberg attended and provided a comprehensive overview of the transportation challenges impacting the state. Given his experience as a long time state legislator, he was able to bring a unique perspective to the conversation and valuable insight as to how TCA can position itself with regard to broader coalitions affecting state transportation funding.

2. Mike Kraman briefed the Committee on the upcoming Cities/Electeds Mobility Workshop scheduled for April 20, 2016.

3. Mike Kraman briefed the Committee on the recent environmental working group meeting and the upcoming subsequent meeting on April 26, 2016.

JOINT ENVIRONMENTAL COMMITTEE MEETING DATE: May 12, 2016 TO: Members of Board of Directors FROM: Valarie McFall, Chief Environmental Planning Officer SUBJECT: Joint Environmental Committee Meeting - April 21, 2016 Present: Ross Chun (Chair), Christina Shea (Vice-Chair), Melody Carruth, Laurie

Davies, Kerry Ferguson, Lucille Kring, Kathy Ward Absent: Chuck Puckett, Todd Spitzer Committee Discussion

1. UPPER CHIQUITA PATROL SERVICES (Doug Feremenga, Principal Environmental Analyst) Staff reported that with the use of the OC Sheriff’s Mounted Enforcement

Unit (MEU), the amount of trespassers at the Upper Chiquita Conservation Area has declined substantially (by approximately 75%). The initial contract with the Sheriff, which was approved by the Board in June 2015, required the Sheriff to be onsite two days a week during the first six months (July – December 2015) focusing on public education and outreach, and one day a week for the second six months (January-June 2016) focusing on enforcement. The Committee discussed the need for the patrols to be unpredictable and staff confirmed that the patrols occur on a weekly, yet varied and unpredictable schedule. The Committee also requested that repeat offenders be cited. Staff requested the Committee’s approval to bring the contract back to the Board for a one-year extension at a one-day a week, varied schedule. The Committee approved staff’s recommendation and advised staff to include in the contract, the flexibility to increase the Sheriffs’ presence at Upper Chiquita Conservation area to two-days a week, if necessary.

Recommendation: Authorize staff to present the Orange County Sheriffs MEU Contract Extension to the full Board and recommend that the Board authorizes the CEO to execute a one-year contract extension with the MEU for the Upper Chiquita Conservation Area patrol services. MOTION: Shea SECOND: Davies VOTE: Unanimous

Joint Environmental Committee Meeting Page 2 of 4

2. ON-CALL FOOTHILL EASTERN BIOLOGICAL SUPPORT SERVICES

(Valarie McFall, Chief Environmental Planning Officer)

Staff provided an update on the Request for Proposals (RFP) process for on-call biological monitoring for the Foothill/Eastern Transportation Corridor Agency (F/ETCA) that was presented to the Committee and issued in January 2016. The pending contracts will replace the existing contract that has been in place since 1998 and will provide staff with needed biological support functions, as well as ensure that the Agency continues to meet on-going environmental commitments. On April 7, staff interviewed five teams and is recommending awarding the on-call biological support services contract to the two top ranked firms, Psomas and LandIQ. The Committee requested, and staff confirmed, that the staff report include the details of the procurement process, including, but not limited to the evaluation criteria and scoring. The Committee discussed the need for two firms, rather than one, and staff responded that this would give the Agency some flexibility in assigning tasks to the most qualified firm. Staff also confirmed that the RFP stated that the Agency would select up to two firms. Since this is an on-call contract specific tasks for each of the firms will be brought to the Board for approval, as needed. Recommendation: Authorize staff to present the On-Call Biological Support Services contracts to the full F/ETCA Board and recommend that the Board authorize the CEO to execute contracts with the two top ranked firms, Psomas and LandIQ.

MOTION: Shea SECOND: Carruth VOTE: Unanimous

3. MITIGATION LAND STATUS (Valarie McFall, Chief Environmental Planning Officer)

Staff provided the Committee with an update on the on-going activities associated with the Agencies’ mitigation lands. Specifically, the following were discussed:

A. Transfer of Mitigation Property Staff provided the Committee with an update on activities related to the transfer of the Agencies’ mitigation lands to their ultimate owner(s). The Committee asked why this would be beneficial to the Agencies and staff explained that this would counter the long-term management costs to the Agencies and will ensure that the


mitigation lands are managed in perpetuity per the resource agencies’ permitting conditions. Discussion only.

B. Memorandum of Agreement with the City of Newport Beach

Staff provided the Committee with a status update on the draft Memorandum of Agreement (MOA) with the City of Newport Beach related to the proposed transfer of the San Joaquin Hills Transportation Corridor Agency’s (SJHTCA) mitigation site within the City’s jurisdiction. The Committee questioned the benefit of the Agencies sponsoring the bike trail and whether it will be possible to apply for grants to offset the associated costs. Staff explained that the proposed bike path would close a gap in the City’s and regional bike network. Staff reported that there are ongoing efforts to identify grant opportunities to offset some of the costs. Discussion only.

C. Acquisition of Mitigation Land

Staff provided the Committee with a status update on activities related to the acquisition of new property in support of the Agencies capital improvement projects. The Committee discussed the need for additional mitigation lands, asked about the site sizes (acreages) and also their value, specifically, whether the Agencies have been successful in acquiring any mitigation sites in the past at below market value. Staff explained that the mitigation lands that the Agencies’ currently have are already tied to specific projects and that it is necessary to continue evaluating opportunities to acquire additional lands to meet the future needs of the Agencies’ projects. Staff discussed, as one successful example, how the 23-acre Live Oak Plaza Mitigation Site was acquired by the Agency for $2m after it was slated for commercial development. Recommendation: Authorize staff to present the status of the Acquisition of Mitigation Lands to the full Board [closed hearing] and recommend that the Board authorize the CEO to acquire identified lands per the Board’s recommendations. The Committee concurred with adding this item to the Closed Session on the May Board agenda.


4. CMG CONTRACT Task Order-004; REAL PROPERTY SERVICES (Valarie McFall, Chief Environmental Planning Officer)

Staff discussed the need for a new task order with Corridor Management Group (CMG Contract K001065) to assist with real property services. Staff explained to the Committee that work under this task order would include performing appraisals, title reports, surveying and plotting of easements, as well as other miscellaneous tasks needed to assist Agency staff with the acquisition and conveyance of mitigation properties. The Committee discussed the costs associated with the work and asked if the costs and services had been compared to other companies that offer the same services. Staff explained that real estate services was one of the requirements sought by the Agency when the CMG contract was competitively procured in January 2016. This will be a time and material basis-task under the already approved CMG contract

Recommendation: Authorize staff to recommend to the Boards’ of Directors an amendment to Contract K001065 with Corridor Management Group to provide real property support services. MOTION: Kring SECOND: Carruth VOTE: Unanimous

5. FOOTHILL/EASTERN ANNUAL MITIGATION MONITORING PROGRAM

STATUS REPORT (Doug Feremenga, Principal Environmental Analyst)

Staff provided the Committee with an annual status update on the Foothill/Eastern Mitigation Monitoring Program activities. Staff reported that out of over 300 mitigation measures adopted as part of the final Environmental Impact Report No. 2 (State Routes 133, 261 and portions of 241) for the Foothill/Eastern Transportation Corridor Agency (F/ETCA), all but three have been successfully implemented. The remaining on-going initiatives include (1) active monitoring of the wildlife safety improvement fencing to facilitate use of the wildlife undercrossings along the SR 241; (2) identifying an alternative location for the Limestone Canyon Mitigation Site oak woodlands; and (3) implementing the Agency’s annual cowbird trapping program. The next status report will be presented to the Joint Environmental Committee in 2017. The Committee recommended presenting the annual report to the full Board.

Recommendation: Receive and file.

JOINT FINANCE & INVESTMENT COMMITTEE REPORT

DATE: May 12, 2016 TO: Members of Board of Directors FROM: Amy Potter, Chief Financial Officer SUBJECT: Joint Finance and Investment Committee – April 27, 2016 Present: Ross Chun (Chair), Lisa Bartlett (Vice-Chair), Tony Beall, Melody Carruth,

Bert Hack, Lucille Kring, Scott Peotter, Craig Young Absent: Scott Schoeffel Committee Discussion

1. QUARTERLY INVESTMENT PORTFOLIO REVIEW The Agencies’ investment advisory firm, Chandler Asset Management (“Chandler”), provided an economic update and reviewed the investment performance of each Agency. Chandler also discussed the positive financial impact to San Joaquin Hills due to the tax savings related to the 2014 refinance. In addition, Chandler discussed local government investment pools (“LGIP”) and the potential opportunity to utilize the LGIPs for very short-term cash flow investments. These investments are approved under the Agencies’ Investment Policies for non-indenture funds, however, the LGIPs require a board resolution to open accounts.

Recommendation: The committee voted unanimously to recommend to the Boards of Directors approval of resolutions to open accounts with the Local Agency Investment Fund, managed by the California State Treasurer’s Office, and the Orange County Investment Pool, managed by the Orange County, CA Treasurer’s Office. The committee determined that these items will be presented to the Boards of Directors when Chandler presents its annual investment portfolio review to the Boards of Directors on August 11, 2016.

Motion: Peotter Second: Hack Vote: Unanimous

2. FY17 COMPENSATION BUDGET Staff requested feedback from the committee on the FY17 Budget as presented at the Budget Workshop on April 20, 2016. FY17 Budget will be presented to the Foothill Eastern and San Joaquin Hills Operation and Finance Committees on May 31, 2017. Discussion only.

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

JOINT TOLL OPERATIONS COMMITTEE MEETING DATE: May 12, 2016 TO: Members of Board of Directors FROM: Samuel Johnson, Chief Toll Operations Officer SUBJECT: Joint Toll Operations Committee Meeting – April 27, 2016 Present: Craig Young (Chair), Tony Beall, Ross Chun, Bert Hack, Scott Peotter

(Vice-chair), Ed Sachs, Christina Shea and Scott Voigts Absent: Chuck Puckett and Todd Spitzer Committee Discussion 1. THIRD-PARTY COLLECTIONS RFP UPDATE

(Patti Bond, Sr. Operations Analyst) Staff updated the Committee on the procurement status. The agency received nine proposals and reviewed eight (one was disqualified). The proposals represented broad ranges on tolling experience and compensation amounts. Interviews have been scheduled for the three shortlisted and will begin this week. Staff will bring a request to make a recommendation to the Board of Directors for contract award at the May Committee meeting. Discussion only.

2. MOBILE APP UPDATE (Rick Carrier, Director, Tolling and Customer Information Systems)

Staff gave a brief presentation on the development status of the new mobile app that is planned for release in May. Staff provided comparative screen shots between the current and new version, showing home screen, account information and One-Time Toll payment pages. Staff plans on inviting 100 public users to do beta-test and provide feedback for final tweaks and future versions. Discussion only.

3. REGIONAL PARTNERSHIPS FOR COST SAVINGS

(Rick Carrier, Director, Tolling and Customer Information Systems) Staff informed the Committee that staff is in discussions with other Southern California toll agencies regarding leveraging TCA’s procurements and services as a means to reduce costs for those that are interested. Staff will keep the Committee updated regarding these discussions. Discussion only.

4. PROCUREMENT SCHEDULE UPDATE (Madeleine Batlle, Director, Customer Service) Staff provided an update to the Committee of upcoming Toll Operations procurements. Discussion only.

JOINT COMMUNICATIONS AND MARKETING COMMITTEE REPORT

DATE: May 12, 2016 TO: Members of Boards of Directors FROM: Lisa Telles, Chief Communications Officer SUBJECT: Joint Communications and Marketing Committee Meeting – April 28, 2016 Present: Christina Shea (Chair), Laurie Davies (Vice-Chair), Melody Carruth, Ross

Chun, Lucille Kring, Ed Sachs Absent: Tony Beall, Gary Monahan, Mark Murphy, Chuck Puckett, Craig Young Committee Discussion

1. MARKETING SERVICES PROCUREMENT UPDATE (Lisa Ganz, Manager, Marketing and Communications)

The Marketing Procurement Sub-committee and staff provided an update on the Marketing Services procurement, rankings and recommendation for Board approval at the June 2016 Board meetings. Members of the Procurement Sub-Committee explained why the recommended firm, DB&M Media, rose above the others that were interviewed on March 15 and March 19. The creativity of their proposal was universally liked and the media recommendations pertaining to the cost of ads during the political and Olympic Games periods were insightful. Director Carruth commented that DB&M did their homework; they drive the roads and have an understanding of The Toll Roads challenges. Director Shea commented that the firm was open to evolving the campaign in future years. And Director Davies noted that DB&M’s staff is all in-house and their office is in Costa Mesa, which would help in response time.

Recommendation: Approve Contract No. K001067 for marketing services for a three-year term from July 2016 through June 2019 with DB&M Media. The contract includes two one-year option terms. The first year contract value is $650,000 per agency for a total of $1.3 million. Funding for future contract years will return to the Board for approval annually.

MOTION: Shea SECOND: Davies ABSTENTION: Chun

Joint Communications & Marketing Committee Meeting Page 2 of 2

2. FY17 COMMUNICATIONS AND MARKETING INITIATIVES (Lisa Telles, Chief Communications Officer)

Staff presented a list communications and marketing initiatives included in the proposed FY17 budget. Discussion only.

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


File No. 2016S-003

SUBJECT: Investment Reports - as of March 31, 2016


Receive and file.

SUMMARY:

Enclosed are the quarterly investment reports for the San Joaquin Hills Transportation Corridor Agency (SJHTCA) as of March 31, 2016. As of March 31, 2016, 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: Communications

SUBMITTED BY:

Engineering Environmental Finance Strategic Planning Toll Operations

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

DATE: May 12, 2016 TO: San Joaquin Hills Transportation Corridor Agency Board of Directors FROM: Daryn Martin, Manager of Treasury Operations SUBJECT: Investment Reports – March 31, 2016 STAFF RECOMMENDATION: Receive and file. BACKGROUND: The San Joaquin Hills Transportation Corridor Agency (SJHTCA) is required per section VII of its investment policy to render a quarterly report to the Board of Directors detailing the types of investments in the portfolio, the dollar amount invested in each category, the rate of interest in each category, the total portfolio yield, and on a monthly basis report on the transactions for the month. DISCUSSION: Compliance Enclosed are the investment reports for the SJHTCA for the quarter ended March 31, 2016. These investment reports reflect only assets held by the Trustee (Bank of New York-Mellon), which include the 1997 and 2014 indenture accounts and four non-indenture accounts. The remaining cash and investments that are held directly by the Agency total $4.2 million; $1.2 million in demand deposits and $3.0 million in money market fund investment. There is sufficient liquidity to meet the Agency’s anticipated expenditure requirements for the next six months. As of March 31, 2016, 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 December 31, 2015, the book value of the portfolio decreased by approximately $33.6 million to $338.3 million. The decrease is primarily related to debt service payments of $72.5

SJH Investment Reports File No. 2016S-003 May 12, 2016 Page 2

million, toll operations related expenses of $3.3 million and planning, environmental and construction related expenses of $0.4 million. The expenses were offset by receipts from toll revenues totaling $40.9 million, development impact fees of $1.7 million and interest earnings of $0.2 million. In November 2014, the Agency refinanced the 1993 Bonds and a portion of the 1997 Bonds. In association with the 2014 refinancing, the Agency invested $155.6 million in Treasury Securities—State and Local Government Series, also known as SLGS, at a zero percent interest 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. This report focuses exclusively on the earnings generated by the Agency’s investment portfolio and does not reflect the positive financial impacts resulting from the savings generated by the bond refundings. The weighted average maturity of the SJHTCA portfolio, exclusive of the SLGS mentioned above, is 1.2 years. The weighted average book yield, also exclusive of the SLGS, increased to 0.64 percent as of March 31, 2016 from 0.43 percent at December 31, 2015. The resulting increase in yield is attributable to maturities and surplus revenue being reinvested at higher rates and longer maturities. The market value of the portfolio is $0.2 million or 0.1 percent higher than book value at March 31, 2016, while the market value including accrued interest is $0.5 million or 0.2 percent higher than the book value at March 31, 2016. Market values reported herein have been obtained by Chandler Asset Management from Interactive Data Corporation. These market values are compared for reasonableness with the market values provided by the Trustee. Credit Update To maintain safety, adherence to an investment policy strategy of purchasing only top-rated securities and diversification of security types and maturities is required. As shown in Exhibit 2, approximately 88 percent of the entire portfolio is invested in U.S. Treasuries, Agency bonds and Supranationals that are rated AA+ by Standard and Poor’s and Aaa by Moody’s. The remainder of the portfolio is primarily invested in money market investments, medium-term corporate notes 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 at least “A-1/P-1”, the highest rating by the two rating agencies noted above.


Economic Update The Federal Open Market Committee (“FOMC”) left policy rates unchanged in March. The tone of the FOMC policy statement was largely dovish and the Committee’s consensus forecast for the year-end target federal funds rate was revised down to a level more closely aligned with market expectations. The FOMC’s median forecast now implies two rate hikes in 2016 versus the previous forecast of four rate hikes. The FOMC also adjusted some of their longer term forecasts, with the pace of rate hikes in 2017 and 2018 moving modestly lower. The minutes from the March FOMC meeting highlighted the ongoing debate among policymakers about the appropriate pace of monetary policy normalization. Only two Fed members were pushing for a 25 basis point rate hike at the March meeting. Meanwhile, other Fed members expressed concern about raising rates too quickly. Several policymakers expressed the view that economic and financial conditions abroad continued to pose risks to the US economy and labor market. The FOMC met on April 27, 2016 and kept the federal funds rate at their current level. Minutes from the meeting have not been published but will be available in time for next month’s report. The March employment report was stronger than expected. Nonfarm payrolls rose by 215,000 in March, exceeding the consensus forecast of 205,000. January and February payrolls were revised down slightly by a net total of 1,000. The unemployment rate inched up to 5.0 percent from 4.9 percent, as the participation rate increased to 63.0 percent from 62.9 percent. 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, also ticked up to 9.8 percent from 9.7 percent. Wages rose 0.3 percent in March, exceeding expectations. During the first quarter of 2016, payrolls increased by an average of 209,000 per month, compared to the trailing six-month average of 246,000. Overall, the March jobs report points to ongoing strength in the labor market. Inflation pressures remain contained for now. The Consumer Price Index (CPI) was up just 1.0 percent year-over-year in February, vs. 1.4 percent in January. Core CPI (CPI less food and energy) was up 2.3 percent in February, vs. 2.2 percent in January. The Personal Consumption Expenditures (PCE) index was up 1.0 percent year-over-year in February, vs. up 1.3 percent in January. Core PCE (excluding food and energy) was up 1.7 percent year-over-year in February, unchanged from January. PCE remains below the Fed’s 2.0 percent target. Total housing starts rose 5.2 percent on a month-over-month basis in February, exceeding expectations. Single-family housing starts grew 7.2 percent while multi-family starts rose 0.8 percent. Housing starts tend to be volatile on a month-to-month basis, but the underlying trend is solid with total housing starts up 30.9 percent on a year-over-year basis. Meanwhile, home pricing has remained firm. According to the Case-Shiller 20-City home price index, home prices remained up 5.7 percent year-over-year in January.


Overall, domestic economic data remains indicative of slow growth. Labor market trends continue to improve, consumer confidence is strong, and housing trends remain healthy. In addition, manufacturing trends seem to be improving. Meanwhile inflation pressures remain contained. Fourth quarter 2015 GDP grew at a stronger than expected annualized pace of 1.4 percent, following growth of 2.0 percent in the third quarter. Market participants are forecasting GDP growth of about 1.2 percent in the first quarter of 2016. Reporting The Agency has now transitioned to its external investment advisor, Chandler Asset Management’s reporting system to generate its board reports. The attached exhibits are consistent with those provided previously using the Agency’s legacy system, however, the Chandler Asset Management reports also provide additional information. The Chandler Asset Management reporting was presented to the Joint Finance and Investment Committee Meeting on April 27, 2016. A brief explanation of each exhibit is listed below. Exhibits

1. Portfolio Summary By Sector

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

2. Asset Sector Distribution Graphs – Market Value including Accrued Interest The pie charts are representations of the percentage of each asset sector in the portfolio based upon the market value plus accrued interest. The investment policy specifies percentage limitations on certain asset categories. At March 31, 2016, the Agency holdings were all below the maximum percentage limits.

3. Holdings Report – Non-Indenture Funds

This report provides a detailed description and the associated ratings of each fixed income security held in the SJHTCA portfolio at March 31, 2016. This report includes all Agency security holdings including money market funds and cash. The report also includes an unrealized gain/loss position, average maturity and duration for each security. All of the Agency’s investments were rated at or above the minimum rating required per the Agency’s investment policy and debt agreements.


4. Holdings Report – Indenture Funds This report provides a detailed description and the associated ratings of each fixed income security held in the SJHTCA portfolio at March 31, 2016. This report includes all Agency security holdings including money market funds and cash. The report also includes an unrealized gain/loss position, average maturity and duration for each security. All of the Agency’s investments were rated at or above the minimum rating required per the Agency’s investment policy and debt agreements.

5. Portfolio Composition by Fund – Indenture and Non-Indenture Funds

Several fund categories have been established both outside of the indenture and in accordance with indenture provisions. All bond proceeds allocated for construction have been disbursed. The construction and general reserve funds are unrestricted custody funds. The restricted custody funds are set aside for meeting current expenses. The debt service funds include net toll revenues transferred to cover debt service payments. The Senior and Junior debt service reserve funds requirements were funded at the time of the 2014 refinancing. An additional supplemental reserve was established with the refinancing and is being funded from surplus revenues. The use and occupancy fund is a reserve for operating emergencies. The enterprise fund includes revenue and expense accounts pertaining to the operation of the corridor. Net toll revenues for the current month are transferred to the appropriate debt service, reserve, and custody accounts at the beginning of the following month.

6. Transaction Ledger

This schedule details the SJHTCA investment transactions during the month.

7. 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 quarterly investment reports for the San Joaquin Hills Transportation Corridor Agency (SJHTCA) as of March 31, 2016. As of March 31, 2016, all indenture funds are invested in


accordance with the permitted investment section of the respective indentures and all non-indenture funds are invested in compliance with both the California Government Code and SJHTCA Investment Policy. Attachments

Portfolio Summary By SectorAs of 3/31/2016

San Joaquin Hills Total Portfolio Exhibit #1

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

Money Market Fund FI $19,958,776.75 0.01% $19,958,776.75 $0.00 $19,958,776.75 0.01% 5.89 %

Commercial Paper $6,593,261.89 0.75% $6,593,261.89 $0.00 $6,593,261.89 0.75% 1.95 %

US Treasury $56,727,051.16 0.62% $56,792,874.33 $68,979.26 $56,861,853.59 0.57% 16.78 %

Agency $62,813,559.84 0.75% $62,900,119.98 $139,007.81 $63,039,127.79 0.70% 18.61 %

Supranational $2,125,874.63 0.89% $2,131,413.31 $4,699.33 $2,136,112.64 0.52% 0.63 %

Municipal Bonds $3,000,196.12 0.45% $3,000,130.00 $52,489.56 $3,052,619.56 3.54% 0.90 %

US Corporate $12,213,859.52 1.21% $12,255,213.48 $54,453.04 $12,309,666.52 1.02% 3.63 %

Total Portfolio Excluding SLGS $163,432,579.91 0.64 % $163,631,789.74 $319,629.00 $163,951,418.74 0.65 % 48.40 %

US Treas SLGS $174,822,258.00 0.00% $174,822,258.00 $0.00 $174,822,258.00 0.00% 51.60 %

Total Portfolio $338,254,837.91 0.31 % $338,454,047.74 $319,629.00 $338,773,676.74 0.31 % 100.00 %

Page 1

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

San Joaquin Hills Consolidated

March 31, 2016

$338,773,676.74

December 31, 2015

$371,744,584.83

Page 1

Holdings ReportAs of 3/31/16

San Joaquin Hills - Non-Indenture Funds Exhibit #3

CUSIP Security Description Par Value/UnitsPurchase Date

Book YieldCost Value

Book ValueMkt PriceMkt YTM

Market ValueAccrued Int.

% of Port.Gain/Loss (1)

Moody/S&P Fitch

MaturityDuration

MONEY MARKET FUND FI

26200X845 Dreyfus Funds Inst'l Reserve Treasury #6541

5,102,391.26 Various0.01 %

5,102,391.265,102,391.26

1.000.01 %

5,102,391.260.00

8.40 %0.00

Aaa / AAANR

0.000.00

Total Money Market Fund FI 5,102,391.26 0.01 %5,102,391.265,102,391.26 0.01 %

5,102,391.260.00

8.40 %0.00

Aaa / AAANR

0.000.00

COMMERCIAL PAPER

89233GFF8 Toyota Motor Credit Discount CP0.489% Due 6/15/2016

1,000,000.00 03/24/20160.49 %

998,893.33999,000.00

99.900.49 %

999,000.000.00

1.64 %0.00

P-1 / A-1+F-1

0.210.21

06538BGF4 Bank of Tokyo Mitsubishi NY Discount CP0.748% Due 7/15/2016

2,700,000.00 Various0.76 %

2,690,127.782,694,108.33

99.790.76 %

2,694,108.330.00

4.44 %0.00

P-1 / A-1F-1

0.290.29

21687AHC0 Rabobank Nederland NV NY Discount CP0.83% Due 8/12/2016

1,700,000.00 12/22/20150.85 %

1,690,867.691,694,787.14

99.690.85 %

1,694,787.140.00

2.79 %0.00

P-1 / A-1NR

0.370.37

89233GKH8 Toyota Motor Credit Discount CP0.82% Due 10/17/2016

1,000,000.00 03/24/20160.83 %

995,285.00995,467.22

99.550.83 %

995,467.220.00

1.64 %0.00

P-1 / A-1+NR

0.550.55

Total Commercial Paper 6,400,000.00 0.75 %6,375,173.806,383,362.69 0.75 %

6,383,362.690.00

10.51 %0.00

Aaa / AA+AA

0.340.34

US TREASURY

912828WA4 US Treasury Note0.625% Due 10/15/2016

1,500,000.00 12/09/20150.72 %

1,498,833.151,499,260.57

100.100.44 %

1,501,465.504,328.89

2.48 %2,204.93

Aaa / AA+AAA

0.540.54

912828B74 US Treasury Note0.625% Due 2/15/2017

550,000.00 02/27/20150.62 %

550,001.84550,000.39

100.020.61 %

550,085.80434.41

0.91 %85.41

Aaa / AA+AAA

0.880.87

912828K66 US Treasury Note0.5% Due 4/30/2017

5,000,000.00 Various0.60 %

4,991,462.064,994,867.40

99.850.64 %

4,992,580.0010,508.24

8.24 %(2,287.40)

Aaa / AA+AAA

1.081.08

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

1,000,000.00 05/04/20150.68 %

1,001,487.731,000,863.03

100.090.67 %

1,000,938.001,895.60

1.65 %74.97

Aaa / AA+AAA

1.251.24

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

1,000,000.00 05/04/20150.75 %

997,190.85998,283.71

99.880.71 %

998,789.00543.48

1.65 %505.29

Aaa / AA+AAA

1.421.41

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

1,700,000.00 04/23/20150.75 %

1,700,138.511,700,085.90

100.040.73 %

1,700,598.405,359.20

2.81 %512.50

Aaa / AA+AAA

1.591.57

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

3,000,000.00 12/09/20151.07 %

2,979,150.682,982,048.47

100.020.74 %

3,000,702.001,956.52

4.94 %18,653.53

Aaa / AA+AAA

1.921.90

Total US Treasury 13,750,000.00 0.75 %13,718,264.8213,725,409.47 0.66 %

13,745,158.7025,026.34

22.67 %19,749.23

Aaa / AA+Aaa

1.301.28

AGENCY

31315PJ42 FAMCA Note0.6% Due 6/27/2016 (2)

700,000.00 06/27/20130.63 %

699,335.00699,944.89

100.100.20 %

700,665.701,096.67

1.16 %720.81

NR / NRNR

0.240.24

(1) Gain/Loss values are unrealized; however, if the security is held to maturity it will not result in a gain or loss on the security.(2) The issuer is a U.S. Government sponsored Agency. The security which is unrated, is an authorized investment per the Investment Policy.

Page 1








Moody/S&P Fitch

MaturityDuration

AGENCY

3130A0C65 FHLB Note0.625% Due 12/28/2016

3,220,000.00 Various0.65 %

3,217,727.593,219,430.93

100.090.51 %

3,222,807.845,198.96

5.31 %3,376.91

Aaa / AA+AAA

0.750.74

3137EADU0 FHLMC Note0.5% Due 1/27/2017

1,300,000.00 06/25/20150.61 %

1,297,830.301,298,871.95

99.890.64 %

1,298,558.301,155.56

2.14 %(313.65)

Aaa / AA+AAA

0.830.82

3137EADT3 FHLMC Note0.875% Due 2/22/2017

1,500,000.00 03/28/20160.72 %

1,502,085.001,502,072.04

100.200.65 %

1,502,931.001,421.88

2.48 %858.96

Aaa / AA+AAA

0.900.89

3137EADC0 FHLMC Note1% Due 3/8/2017

1,500,000.00 03/24/20160.71 %

1,504,098.001,504,061.78

100.310.67 %

1,504,582.50958.33

2.48 %520.72

Aaa / AA+AAA

0.940.93

3133782N0 FHLB Note0.875% Due 3/10/2017

3,000,000.00 12/21/20150.89 %

2,999,490.002,999,607.33

100.210.65 %

3,006,210.001,531.25

4.95 %6,602.67

Aaa / AA+AAA

0.940.94

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

4,500,000.00 07/31/20150.66 %

4,517,320.504,510,976.77

100.230.68 %

4,510,246.5013,890.63

7.45 %(730.27)

Aaa / AA+AAA

1.151.14

3137EADH9 FHLMC Note1% Due 6/29/2017

4,000,000.00 07/31/20150.68 %

4,024,296.004,015,851.16

100.300.76 %

4,011,900.0010,222.22

6.62 %(3,951.16)

Aaa / AA+AAA

1.251.23

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

1,000,000.00 03/24/20160.88 %

1,009,880.001,009,829.40

101.180.76 %

1,011,764.005,958.33

1.68 %1,934.60

Aaa / AA+AAA

1.611.57

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

1,000,000.00 03/28/20160.91 %

999,400.00999,401.58

100.170.79 %

1,001,704.00291.67

1.65 %2,302.42

Aaa / AA+AAA

1.971.95

Total Agency 21,720,000.00 0.72 %21,771,462.3921,760,047.83 0.65 %

21,771,369.8441,725.50

35.91 %11,322.01

Aaa / AA+Aaa

1.061.05

SUPRANATIONAL

459058DU4 Intl. Bank Recon & Development Note0.75% Due 12/15/2016

2,128,000.00 12/22/20150.89 %

2,125,063.362,125,874.63

100.160.52 %

2,131,413.314,699.33

3.52 %5,538.68

Aaa / AAAAAA

0.710.70

Total Supranational 2,128,000.00 0.89 %2,125,063.362,125,874.63 0.52 %

2,131,413.314,699.33

3.52 %5,538.68

Aaa / AAAAaa

0.710.70

MUNICIPAL BONDS

91412GPX7 Univ of California CA Revenues TE-REV0.659% Due 5/15/2016

1,000,000.00 04/29/20130.50 %

1,004,880.001,000,196.12

100.010.55 %

1,000,130.002,489.56

1.65 %(66.12)

Aa2 / AAAA

0.120.12

072024DE9 Bay Area Toll Authority TE-REV 5% Due 4/1/2024 (3)

2,000,000.00 02/26/20130.42 %

2,281,560.002,000,000.00

100.005.00 %

2,000,000.0050,000.00

3.37 %0.00

Aa3 / AANR

8.010.00

Total Municipal Bonds 3,000,000.00 0.45 %3,286,440.003,000,196.12 3.54 %

3,000,130.0052,489.56

5.03 %(66.12)

Aa3 / AAAA

5.420.04

US CORPORATE

191216AU4 Coca Cola Company Note1.8% Due 9/1/2016

1,700,000.00 12/21/20150.85 %

1,711,050.001,706,662.40

100.430.77 %

1,707,253.902,550.00

2.81 %591.50

Aa3 / AA-A+

0.420.42

(1) Gain/Loss values are unrealized; however, if the security is held to maturity it will not result in a gain or loss on the security.(3) This security is pre-refunded and will mature on 4/1/2016.

Page 2








Moody/S&P Fitch

MaturityDuration

US CORPORATE

91159HHB9 US Bancorp Callable Note Cont 10/14/20162.2% Due 11/15/2016

1,700,000.00 12/21/20150.96 %

1,716,949.001,711,216.10

100.850.83 %

1,714,383.7014,128.89

2.85 %3,167.60

A1 / A+AA

0.630.61

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

1,000,000.00 09/28/20151.12 %

1,001,690.001,001,275.49

100.580.82 %

1,005,838.005,533.33

1.66 %4,562.51

A1 / AA-A+

1.541.52

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

1,000,000.00 09/24/20151.54 %

999,070.00999,273.61

100.591.17 %

1,005,872.003,125.00

1.66 %6,598.39

A2 / AAA-

1.801.76

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

635,000.00 03/24/20161.16 %

638,390.90638,385.99

100.711.06 %

639,532.63710.71

1.05 %1,146.64

Aaa / AAANR

1.921.89

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

365,000.00 03/23/20161.26 %

365,711.75365,709.66

100.361.18 %

366,299.77401.35

0.60 %590.11

Aa1 / AA-NR

1.921.89

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

1,000,000.00 03/24/20161.02 %

999,560.00999,560.62

100.210.90 %

1,002,061.004,111.11

1.66 %2,500.38

Aa1 / AA+NR

2.092.06

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

1,000,000.00 03/23/20161.42 %

1,006,470.001,006,446.30

100.951.27 %

1,009,464.004,629.06

1.67 %3,017.70

Aa1 / AA-NR

2.232.10

Total US Corporate 8,400,000.00 1.12 %8,438,891.658,428,530.17 0.95 %

8,450,705.0035,189.45

13.97 %22,174.83

Aa3 / AA-AA-

1.351.32

TOTAL PORTFOLIO 60,500,391.26 0.72 %60,817,687.2860,525,812.17 0.79 %

60,584,530.80159,130.18

100.00 %58,718.63

Aa1 / AA+Aaa

1.200.91

TOTAL MARKET VALUE PLUS ACCRUED 60,743,660.98

(1) Gain/Loss values are unrealized; however, if the security is held to maturity it will not result in a gain or loss on the security. Page 3


San Joaquin Hills - Indenture Funds Exhibit #4






Moody/S&P Fitch

MaturityDuration

MONEY MARKET FUND FI

26200X845 Dreyfus Funds Inst'l Reserve Treasury #6541

14,856,385.49 Various0.01 %

14,856,385.4914,856,385.49

1.000.01 %

14,856,385.490.00

5.34 %0.00

Aaa / AAANR

0.000.00

Total Money Market Fund FI 14,856,385.49 0.01 %14,856,385.4914,856,385.49 0.01 %

14,856,385.490.00

5.34 %0.00

Aaa / AAANR

0.000.00

COMMERCIAL PAPER

89233GE36 Toyota Motor Credit Discount CP0.54% Due 5/3/2016

210,000.00 02/01/20160.55 %

209,710.20209,899.20

99.950.55 %

209,899.200.00

0.08 %0.00

P-1 / A-1+F-1

0.090.09

Total Commercial Paper 210,000.00 0.55 %209,710.20209,899.20 0.55 %

209,899.200.00

0.08 %0.00

Aaa / AAAAA

0.090.09

US TREASURY

912796JB6 US Treasury Bill0.159% Due 7/14/2016

21,545,000.00 Various0.33 %

21,519,585.7921,524,926.25

99.910.33 %

21,524,926.250.00

7.74 %0.00

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

0.290.29

912828VR8 US Treasury Note0.625% Due 8/15/2016

380,000.00 06/25/20150.40 %

380,980.96380,322.24

100.090.39 %

380,337.82300.14

0.14 %15.58

Aaa / AA+AAA

0.380.38

912828D64 US Treasury Note0.5% Due 8/31/2016

1,010,000.00 09/24/20150.35 %

1,011,423.701,010,631.57

100.050.38 %

1,010,492.88439.14

0.36 %(138.69)

Aaa / AA+AAA

0.420.42

912828F47 US Treasury Note0.5% Due 9/30/2016

870,000.00 09/24/20150.37 %

871,124.40870,552.13

100.040.42 %

870,340.1711.88

0.31 %(211.96)

Aaa / AA+AAA

0.500.50


225,000.00 09/24/20150.37 %

225,290.79225,142.79

100.040.42 %

225,087.983.07

0.08 %(54.81)

Aaa / AA+AAA

0.500.50


75,000.00 09/24/20150.37 %

75,096.9375,047.60

100.040.42 %

75,029.331.02

0.03 %(18.27)

Aaa / AA+AAA

0.500.50


55,000.00 09/24/20150.37 %

55,071.0855,034.90

100.040.42 %

55,021.510.75

0.02 %(13.39)

Aaa / AA+AAA

0.500.50

912828RU6 US Treasury Note0.875% Due 11/30/2016

380,000.00 06/25/20150.52 %

381,916.12380,891.70

100.240.52 %

380,905.541,117.42

0.14 %13.84

Aaa / AA+AAA

0.670.66

912828A91 US Treasury Note0.75% Due 1/15/2017

710,000.00 09/24/20150.48 %

712,470.74711,495.07

100.120.60 %

710,859.811,126.44

0.26 %(635.26)

Aaa / AA+AAA

0.790.79


225,000.00 09/24/20150.48 %

225,782.98225,473.79

100.120.60 %

225,272.48356.97

0.08 %(201.31)

Aaa / AA+AAA

0.790.79


75,000.00 09/24/20150.48 %

75,260.9975,157.93

100.120.60 %

75,090.83118.99

0.03 %(67.10)

Aaa / AA+AAA

0.790.79

912828SC5 US Treasury Note0.875% Due 1/31/2017

380,000.00 06/19/20150.51 %

382,212.99381,151.70

100.220.61 %

380,846.26557.21

0.14 %(305.44)

Aaa / AA+AAA

0.840.83


600,000.00 02/27/20150.62 %

600,002.01600,000.42

100.020.61 %

600,093.60473.90

0.22 %93.18

Aaa / AA+AAA

0.880.87


1,010,000.00 09/24/20150.50 %

1,011,699.871,011,070.53

100.020.61 %

1,010,157.56797.73

0.36 %(912.97)

Aaa / AA+AAA

0.880.87









Moody/S&P Fitch

MaturityDuration

US TREASURY

912828J35 US Treasury Note0.5% Due 2/28/2017

380,000.00 06/25/20150.60 %

379,362.99379,652.84

99.890.62 %

379,599.10165.22

0.14 %(53.74)

Aaa / AA+AAA

0.920.91

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

380,000.00 06/16/20150.69 %

379,526.27379,716.64

99.940.68 %

379,777.32798.16

0.14 %60.68

Aaa / AA+AAA

1.171.16

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

1,005,000.00 09/23/20150.63 %

1,004,964.111,004,974.86

99.940.68 %

1,004,411.072,110.91

0.36 %(563.79)

Aaa / AA+AAA

1.171.16

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

650,000.00 09/24/20150.64 %

648,301.01648,772.69

99.750.69 %

648,400.35544.65

0.23 %(372.34)

Aaa / AA+AAA

1.331.33


225,000.00 09/24/20150.64 %

224,411.89224,575.17

99.750.69 %

224,446.28188.53

0.08 %(128.89)

Aaa / AA+AAA

1.331.33


75,000.00 09/24/20150.64 %

74,803.9674,858.39

99.750.69 %

74,815.4362.84

0.03 %(42.96)

Aaa / AA+AAA

1.331.33


55,000.00 09/24/20150.64 %

54,856.2454,896.15

99.750.69 %

54,864.6546.09

0.02 %(31.50)

Aaa / AA+AAA

1.331.33


575,000.00 02/26/20150.87 %

571,520.48573,025.65

99.880.71 %

574,303.68312.50

0.21 %1,278.03

Aaa / AA+AAA

1.421.41


170,000.00 09/24/20150.66 %

169,900.96169,927.37

99.880.71 %

169,794.1392.39

0.06 %(133.24)

Aaa / AA+AAA

1.421.41


475,000.00 09/24/20150.66 %

474,723.27474,797.05

99.880.71 %

474,424.78258.15

0.17 %(372.27)

Aaa / AA+AAA

1.421.41


225,000.00 09/24/20150.66 %

224,868.92224,903.87

99.880.71 %

224,727.53122.28

0.08 %(176.34)

Aaa / AA+AAA

1.421.41


75,000.00 09/24/20150.66 %

74,956.3174,967.96

99.880.71 %

74,909.1840.76

0.03 %(58.78)

Aaa / AA+AAA

1.421.41


55,000.00 09/24/20150.66 %

54,967.9654,976.50

99.880.71 %

54,933.4029.89

0.02 %(43.10)

Aaa / AA+AAA

1.421.41

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

380,000.00 06/25/20150.89 %

377,581.74378,337.41

99.840.72 %

379,391.24798.16

0.14 %1,053.83

Aaa / AA+AAA

1.671.65

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

1,010,000.00 09/24/20150.76 %

1,009,845.581,009,880.16

100.040.73 %

1,010,355.521,914.56

0.36 %475.36

Aaa / AA+AAA

1.751.73

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

380,000.00 06/25/20150.95 %

379,259.09379,474.82

100.260.73 %

380,979.64557.21

0.14 %1,504.82

Aaa / AA+AAA

1.841.82

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

1,010,000.00 09/23/20150.83 %

1,010,950.251,010,741.83

100.260.73 %

1,012,603.781,481.02

0.36 %1,861.95

Aaa / AA+AAA

1.841.82

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

260,000.00 12/15/20151.09 %

258,091.49258,342.53

100.020.74 %

260,060.84169.56

0.09 %1,718.31

Aaa / AA+AAA

1.921.90

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

380,000.00 06/25/20151.02 %

377,180.96377,954.40

99.990.75 %

379,970.367.79

0.14 %2,015.96

Aaa / AA+AAA

2.001.98

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

1,010,000.00 09/23/20150.89 %

1,006,452.601,007,178.09

99.990.75 %

1,009,921.2220.70

0.36 %2,743.13

Aaa / AA+AAA

2.001.98









Moody/S&P Fitch

MaturityDuration

US TREASURY

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

380,000.00 06/17/20151.09 %

379,036.43379,291.22

100.470.78 %

381,781.441,440.66

0.14 %2,490.22

Aaa / AA+AAA

2.122.09

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

1,010,000.00 09/25/20150.99 %

1,010,319.011,010,258.52

100.470.78 %

1,014,734.883,394.26

0.37 %4,476.36

Aaa / AA+AAA

2.172.13

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

380,000.00 06/25/20151.10 %

383,118.46382,335.45

101.330.78 %

385,046.781,320.60

0.14 %2,711.33

Aaa / AA+AAA

2.252.21


380,000.00 06/25/20151.26 %

379,823.15379,861.01

101.110.83 %

384,230.541,596.31

0.14 %4,369.53

Aaa / AA+AAA

2.672.61


475,000.00 09/23/20151.06 %

477,766.24477,321.24

101.110.83 %

480,288.181,995.39

0.17 %2,966.94

Aaa / AA+AAA

2.672.61


225,000.00 09/23/20151.06 %

226,310.32226,099.53

101.110.83 %

227,504.93945.18

0.08 %1,405.40

Aaa / AA+AAA

2.672.61


175,000.00 09/23/20151.06 %

176,019.14175,855.19

101.110.83 %

176,948.28735.14

0.06 %1,093.09

Aaa / AA+AAA

2.672.61


75,000.00 09/23/20151.06 %

75,436.7775,366.51

101.110.83 %

75,834.98315.06

0.03 %468.47

Aaa / AA+AAA

2.672.61


55,000.00 09/23/20151.06 %

55,320.3055,268.77

101.110.83 %

55,612.32231.05

0.02 %343.55

Aaa / AA+AAA

2.672.61

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

205,000.00 01/29/20161.00 %

206,506.16206,423.80

101.110.85 %

207,282.27429.43

0.07 %858.47

Aaa / AA+AAA

2.842.78

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

65,000.00 01/29/20161.00 %

65,477.5665,451.45

101.110.85 %

65,723.65136.16

0.02 %272.20

Aaa / AA+AAA

2.842.78

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

280,000.00 02/01/20161.20 %

277,868.12277,955.99

99.961.01 %

279,879.60940.99

0.10 %1,923.61

Aaa / AA+AAA

3.673.58

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

280,000.00 02/01/20161.27 %

278,327.51278,390.96

100.141.09 %

280,393.681,321.25

0.10 %2,002.72

Aaa / AA+AAA

4.083.96

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

2,630,000.00 Various1.48 %

2,724,129.272,722,909.05

104.001.40 %

2,735,302.5814,125.41

0.99 %12,393.53

Aaa / AA+AAA

5.765.39

Total US Treasury 42,930,000.00 0.58 %42,999,903.8743,001,641.69 0.55 %

43,047,715.6343,952.92

15.50 %46,073.94

Aaa / AAAAaa

1.171.14

US TREAS SLGS

S353475$0 US Treasury SLGSDue 1/15/2027

117,956,370.00 11/06/20140.00 %

117,956,370.00117,956,370.00

100.000.00 %

117,956,370.000.00

42.43 %0.00

Aaa / AA+AAA

10.800.00


27,393,548.00 11/06/20140.00 %

27,393,548.0027,393,548.00

100.000.00 %

27,393,548.000.00

9.85 %0.00

Aaa / AA+AAA

10.800.00


10,206,673.00 11/06/20140.00 %

10,206,673.0010,206,673.00

100.000.00 %

10,206,673.000.00

3.67 %0.00

Aaa / AA+AAA

10.800.00


14,182,640.00 12/30/20150.00 %

14,182,640.0014,182,640.00

100.000.00 %

14,182,640.000.00

5.10 %0.00

Aaa / AA+AAA

10.800.00









Moody/S&P Fitch

MaturityDuration

US TREAS SLGS


5,083,027.00 01/21/20160.00 %

5,083,027.005,083,027.00

100.000.00 %

5,083,027.000.00

1.83 %0.00

Aaa / AA+AAA

10.800.00

Total US Treas SLGS 174,822,258.00 N/A174,822,258.00174,822,258.00 0.00 %

174,822,258.000.00

62.88 %0.00

Aaa / AA+Aaa

10.800.00

AGENCY

313396VQ3 FHLMC Discount Note0.24% Due 4/15/2016

150,000.00 10/02/20150.24 %

149,807.00149,986.00

99.990.24 %

149,986.000.00

0.05 %0.00

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

0.040.04

313384VV8 FHLB Discount Note0.2% Due 4/20/2016

120,000.00 10/02/20150.20 %

119,868.00119,987.33

99.990.20 %

119,987.330.00

0.04 %0.00

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

0.050.05


1,185,000.00 10/02/20150.20 %

1,183,696.501,184,874.92

99.990.20 %

1,184,874.920.00

0.43 %0.00

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

0.050.05


175,000.00 10/02/20150.20 %

174,807.50174,981.53

99.990.20 %

174,981.530.00

0.06 %0.00

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

0.050.05

313384XP9 FHLB Discount Note0.27% Due 6/1/2016

300,000.00 10/09/20150.27 %

299,469.00299,862.75

99.950.27 %

299,862.750.00

0.11 %0.00

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

0.170.17

313384XX2 FHLB Discount Note0.33% Due 6/9/2016

100,000.00 09/28/20150.34 %

99,766.2599,936.75

99.940.34 %

99,936.750.00

0.04 %0.00

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

0.190.19


1,165,000.00 09/28/20150.34 %

1,162,276.821,164,263.15

99.940.34 %

1,164,263.150.00

0.42 %0.00

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

0.190.19


130,000.00 09/28/20150.34 %

129,696.13129,917.78

99.940.34 %

129,917.780.00

0.05 %0.00

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

0.190.19

3135G0XP3 FNMA Note0.375% Due 7/5/2016

995,000.00 09/24/20150.34 %

995,268.65995,089.66

99.970.47 %

994,743.29891.35

0.36 %(346.37)

Aaa / AA+AAA

0.260.26

313312B74 FFCB Discount Note0.41% Due 8/12/2016

685,000.00 09/25/20150.42 %

682,487.95683,962.41

99.850.42 %

683,962.410.00

0.25 %0.00

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

0.370.37


70,000.00 09/25/20150.42 %

69,743.2969,893.97

99.850.42 %

69,893.970.00

0.03 %0.00

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

0.370.37


175,000.00 09/25/20150.42 %

174,358.24174,734.93

99.850.42 %

174,734.930.00

0.06 %0.00

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

0.370.37


60,000.00 09/25/20150.42 %

59,779.9759,909.12

99.850.42 %

59,909.120.00

0.02 %0.00

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

0.370.37

3137EACW7 FHLMC Note2% Due 8/25/2016

980,000.00 09/25/20150.43 %

993,965.00986,155.04

100.590.51 %

985,808.461,960.00

0.36 %(346.58)

Aaa / AA+AAA

0.400.40

3137EACW7 FHLMC Note2% Due 8/25/2016

340,000.00 10/06/20150.33 %

345,015.00342,272.44

100.590.51 %

342,015.18680.00

0.12 %(257.26)

Aaa / AA+AAA

0.400.40

3135G0ES8 FNMA Note1.375% Due 11/15/2016

980,000.00 09/24/20150.46 %

990,221.40985,590.36

100.530.52 %

985,178.325,090.56

0.36 %(412.04)

Aaa / AA+AAA

0.630.62









Moody/S&P Fitch

MaturityDuration

AGENCY

3135G0ES8 FNMA Note1.375% Due 11/15/2016

337,000.00 10/06/20150.41 %

340,589.05339,021.74

100.530.52 %

338,780.711,750.53

0.12 %(241.03)

Aaa / AA+AAA

0.630.62

3130A3J70 FHLB Note0.625% Due 11/23/2016

985,000.00 09/28/20150.47 %

986,802.55986,008.57

100.050.55 %

985,462.952,188.89

0.36 %(545.62)

Aaa / AA+AAA

0.650.64

3130A3J70 FHLB Note0.625% Due 11/23/2016

340,000.00 10/06/20150.42 %

340,792.20340,453.04

100.050.55 %

340,159.80755.56

0.12 %(293.24)

Aaa / AA+AAA

0.650.64

313371PV2 FHLB Note1.625% Due 12/9/2016

985,000.00 09/24/20150.50 %

998,327.05992,624.27

100.690.62 %

991,761.044,979.71

0.36 %(863.23)

Aaa / AA+AAA

0.690.68

313371PV2 FHLB Note1.625% Due 12/9/2016

335,000.00 10/09/20150.46 %

339,495.70337,682.66

100.690.62 %

337,299.441,693.61

0.12 %(383.22)

Aaa / AA+AAA

0.690.68


995,000.00 09/24/20150.55 %

999,557.10997,888.90

100.200.65 %

996,944.23943.18

0.36 %(944.67)

Aaa / AA+AAA

0.900.89


340,000.00 10/05/20150.48 %

341,819.00341,178.51

100.200.65 %

340,664.36322.29

0.12 %(514.15)

Aaa / AA+AAA

0.900.89

3130A4FR8 FHLB Note0.75% Due 3/2/2017

980,000.00 09/28/20150.60 %

982,077.60981,339.65

100.080.66 %

980,817.32592.09

0.35 %(522.33)

Aaa / AA+AAA

0.920.91

3135G0VM2 FNMA Callable Note 1X 3/14/140.75% Due 3/14/2017

560,000.00 09/24/20150.60 %

561,243.20560,807.16

100.050.70 %

560,291.76198.34

0.20 %(515.40)

Aaa / AA+AAA

0.950.95


465,000.00 09/24/20150.60 %

466,032.30465,670.24

100.050.70 %

465,242.27164.69

0.17 %(427.97)

Aaa / AA+AAA

0.950.95


75,000.00 09/24/20150.60 %

75,166.5075,108.10

100.050.70 %

75,039.0826.56

0.03 %(69.02)

Aaa / AA+AAA

0.950.95


55,000.00 09/24/20150.60 %

55,122.1055,079.28

100.050.70 %

55,028.6619.48

0.02 %(50.62)

Aaa / AA+AAA

0.950.95


45,000.00 09/24/20150.60 %

45,099.9045,064.86

100.050.70 %

45,023.4515.94

0.02 %(41.41)

Aaa / AA+AAA

0.950.95


340,000.00 10/06/20150.51 %

341,159.40340,770.13

100.050.70 %

340,177.14120.42

0.12 %(592.99)

Aaa / AA+AAA

0.950.95

3135G0JA2 FNMA Note1.125% Due 4/27/2017

460,000.00 09/24/20150.58 %

463,928.40462,654.88

100.470.69 %

462,155.102,213.76

0.17 %(499.78)

Aaa / AA+AAA

1.071.06

3135G0JA2 FNMA Note1.125% Due 4/27/2017

465,000.00 09/24/20150.58 %

468,971.10467,683.74

100.470.69 %

467,178.532,237.81

0.17 %(505.21)

Aaa / AA+AAA

1.071.06

3135G0JA2 FNMA Note1.125% Due 4/27/2017

55,000.00 09/24/20150.58 %

55,469.7055,317.43

100.470.69 %

55,257.68264.69

0.02 %(59.75)

Aaa / AA+AAA

1.071.06

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

460,000.00 09/23/20150.64 %

464,528.70463,093.39

100.610.69 %

462,827.622,220.15

0.17 %(265.77)

Aaa / AA+AAA

1.121.10


465,000.00 09/23/20150.64 %

469,577.93468,127.03

100.610.69 %

467,858.362,244.27

0.17 %(268.67)

Aaa / AA+AAA

1.121.10


55,000.00 09/23/20150.64 %

55,541.4855,369.87

100.610.69 %

55,338.09265.45

0.02 %(31.78)

Aaa / AA+AAA

1.121.10









Moody/S&P Fitch

MaturityDuration

AGENCY


340,000.00 10/05/20150.56 %

343,757.00342,618.88

100.610.69 %

342,089.981,640.97

0.12 %(528.90)

Aaa / AA+AAA

1.121.10

313379FW4 FHLB Note1% Due 6/9/2017

460,000.00 09/24/20150.67 %

462,585.20461,804.91

100.370.68 %

461,722.701,431.11

0.17 %(82.21)

Aaa / AA+AAA

1.191.18

313379FW4 FHLB Note1% Due 6/9/2017

465,000.00 09/24/20150.67 %

467,613.30466,824.53

100.370.68 %

466,741.431,446.67

0.17 %(83.10)

Aaa / AA+AAA

1.191.18

313379FW4 FHLB Note1% Due 6/9/2017

55,000.00 09/24/20150.67 %

55,309.1055,215.80

100.370.68 %

55,205.98171.11

0.02 %(9.82)

Aaa / AA+AAA

1.191.18

313379FW4 FHLB Note1% Due 6/9/2017

335,000.00 10/07/20150.64 %

336,999.95336,426.24

100.370.68 %

336,254.581,042.22

0.12 %(171.66)

Aaa / AA+AAA

1.191.18

3137EADJ5 FHLMC Note1% Due 7/28/2017

390,000.00 09/24/20150.65 %

392,488.20391,792.93

100.360.73 %

391,409.07682.50

0.14 %(383.86)

Aaa / AA+AAA

1.331.31


465,000.00 09/24/20150.65 %

467,966.70467,137.72

100.360.73 %

466,680.05813.75

0.17 %(457.67)

Aaa / AA+AAA

1.331.31


75,000.00 09/24/20150.65 %

75,478.5075,344.79

100.360.73 %

75,270.98131.25

0.03 %(73.81)

Aaa / AA+AAA

1.331.31


55,000.00 09/24/20150.65 %

55,350.9055,252.85

100.360.73 %

55,198.7296.25

0.02 %(54.13)

Aaa / AA+AAA

1.331.31


340,000.00 10/05/20150.59 %

342,522.80341,848.16

100.360.73 %

341,228.42595.00

0.12 %(619.74)

Aaa / AA+AAA

1.331.31

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

910,000.00 09/24/20150.72 %

936,863.20929,791.71

102.120.76 %

929,289.271,308.14

0.33 %(502.44)

Aaa / AA+AAA

1.441.41

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

55,000.00 09/24/20150.72 %

56,623.6056,196.20

102.120.76 %

56,165.8479.06

0.02 %(30.36)

Aaa / AA+AAA

1.441.41

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

390,000.00 09/24/20150.71 %

392,195.70391,627.37

100.310.79 %

391,211.73119.16

0.14 %(415.64)

Aaa / AA+AAA

1.471.46


465,000.00 09/24/20150.71 %

467,617.95466,940.32

100.310.79 %

466,444.76142.08

0.17 %(495.56)

Aaa / AA+AAA

1.471.46


75,000.00 09/24/20150.71 %

75,422.2575,312.96

100.310.79 %

75,233.0322.92

0.03 %(79.93)

Aaa / AA+AAA

1.471.46


55,000.00 09/24/20150.71 %

55,309.6555,229.50

100.310.79 %

55,170.8916.81

0.02 %(58.61)

Aaa / AA+AAA

1.471.46


340,000.00 10/05/20150.67 %

342,196.40341,653.10

100.310.79 %

341,056.38103.89

0.12 %(596.72)

Aaa / AA+AAA

1.471.46

3133EEQX1 FFCB Note1% Due 9/25/2017

630,000.00 09/24/20150.75 %

633,168.90632,364.44

100.340.77 %

632,113.65105.00

0.23 %(250.79)

Aaa / AA+AAA

1.491.47


465,000.00 09/24/20150.75 %

467,338.95466,745.18

100.340.77 %

466,560.0877.50

0.17 %(185.10)

Aaa / AA+AAA

1.491.47


55,000.00 09/24/20150.75 %

55,276.6555,206.42

100.340.77 %

55,184.539.17

0.02 %(21.89)

Aaa / AA+AAA

1.491.47









Moody/S&P Fitch

MaturityDuration

AGENCY


45,000.00 09/24/20150.75 %

45,226.3545,168.89

100.340.77 %

45,150.987.50

0.02 %(17.91)

Aaa / AA+AAA

1.491.47


340,000.00 10/09/20150.70 %

341,972.00341,502.62

100.340.77 %

341,140.7056.67

0.12 %(361.92)

Aaa / AA+AAA

1.491.47

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

990,000.00 09/24/20150.75 %

992,633.40991,984.90

100.190.75 %

991,865.163,729.68

0.36 %(119.74)

Aaa / AA+AAA

1.571.55

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

340,000.00 10/05/20150.67 %

341,400.80341,071.16

100.190.75 %

340,640.561,280.90

0.12 %(430.60)

Aaa / AA+AAA

1.571.55

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

210,000.00 01/29/20160.83 %

210,159.60210,144.74

100.160.78 %

210,330.75326.67

0.08 %186.01

Aaa / AA+AAA

1.661.64

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

70,000.00 02/01/20160.86 %

70,018.9070,017.09

100.160.78 %

70,110.25108.89

0.03 %93.16

Aaa / AA+AAA

1.661.64

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

205,000.00 01/29/20160.84 %

206,059.85205,965.08

100.570.78 %

206,168.30723.91

0.07 %203.22

Aaa / AA+AAA

1.691.66

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

65,000.00 01/29/20160.84 %

65,336.0565,306.00

100.570.78 %

65,370.44229.53

0.02 %64.44

Aaa / AA+AAA

1.691.66

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

860,000.00 09/25/20150.84 %

858,331.60858,699.01

99.960.77 %

859,694.701,415.41

0.31 %995.69

Aaa / AA+AAA

1.791.76


75,000.00 09/25/20150.84 %

74,854.5074,886.54

99.960.77 %

74,973.38123.44

0.03 %86.84

Aaa / AA+AAA

1.791.76


55,000.00 09/25/20150.84 %

54,893.3054,916.80

99.960.77 %

54,980.4890.52

0.02 %63.68

Aaa / AA+AAA

1.791.76


340,000.00 10/06/20150.76 %

339,928.60339,943.62

99.960.77 %

339,879.30559.58

0.12 %(64.32)

Aaa / AA+AAA

1.791.76

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

995,000.00 09/25/20150.89 %

994,684.59994,751.45

100.230.75 %

997,284.521,281.74

0.36 %2,533.07

Aaa / AA+AAA

1.861.83

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

340,000.00 10/06/20150.77 %

340,805.80340,640.18

100.230.75 %

340,780.64437.99

0.12 %140.46

Aaa / AA+AAA

1.861.83

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

1,190,000.00 09/25/20150.93 %

1,202,804.401,200,167.92

101.100.80 %

1,203,066.20999.94

0.43 %2,898.28

Aaa / AA+AAA

1.941.91

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

335,000.00 10/07/20150.82 %

339,475.60338,593.66

101.100.80 %

338,678.30281.49

0.12 %84.64

Aaa / AA+AAA

1.941.91

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

980,000.00 09/25/20150.95 %

984,312.00983,468.92

100.760.75 %

987,424.484,777.51

0.36 %3,955.56

Aaa / AA+AAA

2.072.03

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

335,000.00 10/09/20150.86 %

337,211.00336,807.06

100.760.75 %

337,537.961,633.13

0.12 %730.90

Aaa / AA+AAA

2.072.03

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

750,000.00 09/25/20151.00 %

747,474.00747,953.61

100.120.82 %

750,921.752,369.79

0.27 %2,968.14

Aaa / AA+AAA

2.142.11

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

175,000.00 09/25/20151.00 %

174,410.60174,522.51

100.120.82 %

175,215.08552.95

0.06 %692.57

Aaa / AA+AAA

2.142.11









Moody/S&P Fitch

MaturityDuration

AGENCY

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

75,000.00 09/25/20151.00 %

74,747.4074,795.36

100.120.82 %

75,092.18236.98

0.03 %296.82

Aaa / AA+AAA

2.142.11

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

340,000.00 10/06/20150.86 %

340,102.00340,083.21

100.120.82 %

340,417.861,074.31

0.12 %334.65

Aaa / AA+AAA

2.142.11

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

170,000.00 12/15/20151.23 %

169,729.70169,760.17

100.371.00 %

170,626.45591.18

0.06 %866.28

Aaa / AA+AAA

2.212.16

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

55,000.00 12/15/20151.23 %

54,912.5554,922.41

100.371.00 %

55,202.68191.26

0.02 %280.27

Aaa / AA+AAA

2.212.16

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

990,000.00 09/25/20151.01 %

993,034.37992,491.38

100.710.81 %

997,001.282,196.57

0.36 %4,509.90

Aaa / AA+AAA

2.302.27

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

340,000.00 10/08/20150.96 %

341,547.00341,283.94

100.710.81 %

342,404.48754.38

0.12 %1,120.54

Aaa / AA+AAA

2.302.27

313375K48 FHLB Note2% Due 9/14/2018

300,000.00 11/19/20151.23 %

306,375.00305,564.81

102.690.89 %

308,061.60283.33

0.11 %2,496.79

Aaa / AA+AAA

2.462.39

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

690,000.00 09/23/20151.09 %

690,794.19690,659.96

100.700.85 %

694,809.993,493.13

0.25 %4,150.03

Aaa / AA+AAA

2.552.50

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

175,000.00 09/23/20151.09 %

175,201.43175,167.38

100.700.85 %

176,219.93885.94

0.06 %1,052.55

Aaa / AA+AAA

2.552.50

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

75,000.00 09/23/20151.09 %

75,086.3375,071.74

100.700.85 %

75,522.83379.69

0.03 %451.09

Aaa / AA+AAA

2.552.50

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

55,000.00 09/23/20151.09 %

55,063.3155,052.61

100.700.85 %

55,383.41278.44

0.02 %330.80

Aaa / AA+AAA

2.552.50

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

340,000.00 10/06/20150.97 %

341,591.20341,340.21

100.700.85 %

342,370.141,721.25

0.12 %1,029.93

Aaa / AA+AAA

2.552.50

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

225,000.00 12/15/20151.39 %

224,401.50224,457.54

101.020.92 %

227,293.20869.37

0.08 %2,835.66

Aaa / AA+AAA

2.712.64

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

190,000.00 01/05/20161.48 %

191,725.20191,607.72

102.400.98 %

194,551.451,117.57

0.07 %2,943.73

Aaa / AA+AAA

3.163.06

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

70,000.00 02/01/20161.17 %

71,332.3871,267.95

102.400.98 %

71,676.85411.74

0.03 %408.90

Aaa / AA+AAA

3.163.06

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

690,000.00 09/23/20151.32 %

688,094.91688,345.56

100.811.00 %

695,599.351,437.50

0.25 %7,253.79

Aaa / AA+AAA

3.343.25


175,000.00 09/23/20151.32 %

174,516.83174,580.40

100.811.00 %

176,420.13364.58

0.06 %1,839.73

Aaa / AA+AAA

3.343.25


75,000.00 09/23/20151.32 %

74,792.9374,820.17

100.811.00 %

75,608.63156.25

0.03 %788.46

Aaa / AA+AAA

3.343.25


55,000.00 09/23/20151.32 %

54,848.1554,868.13

100.811.00 %

55,446.33114.58

0.02 %578.20

Aaa / AA+AAA

3.343.25


340,000.00 10/07/20151.23 %

340,217.60340,190.63

100.811.00 %

342,759.10708.33

0.12 %2,568.47

Aaa / AA+AAA

3.343.25









Moody/S&P Fitch

MaturityDuration

AGENCY

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

275,000.00 02/01/20161.22 %

280,111.15279,884.54

102.481.02 %

281,821.65253.99

0.10 %1,937.11

Aaa / AA+AAA

3.453.34

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

300,000.00 11/24/20151.48 %

298,863.00298,966.79

100.991.08 %

302,972.40206.25

0.11 %4,005.61

Aaa / AA+NR

3.453.36

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

690,000.00 09/23/20151.40 %

686,048.37686,546.82

100.431.12 %

692,970.454,288.54

0.25 %6,423.63

Aaa / AA+AAA

3.513.40


175,000.00 09/23/20151.40 %

173,997.78174,124.20

100.431.12 %

175,753.381,087.67

0.06 %1,629.18

Aaa / AA+AAA

3.513.40


75,000.00 09/23/20151.40 %

74,570.4874,624.66

100.431.12 %

75,322.88466.15

0.03 %698.22

Aaa / AA+AAA

3.513.40


55,000.00 09/23/20151.40 %

54,685.0254,724.75

100.431.12 %

55,236.78341.84

0.02 %512.03

Aaa / AA+AAA

3.513.40


340,000.00 10/09/20151.33 %

338,912.00339,037.27

100.431.12 %

341,463.702,113.19

0.12 %2,426.43

Aaa / AA+AAA

3.513.40

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

610,000.00 01/05/20161.64 %

609,627.90609,645.61

101.721.16 %

620,470.041,927.43

0.22 %10,824.43

Aaa / AA+AAA

3.813.67

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

260,000.00 02/08/20161.13 %

264,924.40264,747.27

101.721.16 %

264,462.64821.53

0.10 %(284.63)

Aaa / AA+AAA

3.813.67

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

260,000.00 12/15/20151.65 %

259,737.40259,754.72

101.721.16 %

264,462.64821.53

0.10 %4,707.92

Aaa / AA+AAA

3.813.67

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

280,000.00 02/01/20161.31 %

280,725.76280,699.13

100.781.18 %

282,197.441,604.17

0.10 %1,498.31

Aaa / AA+AAA

4.093.94

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

400,000.00 02/22/20161.32 %

403,028.00402,955.17

100.371.41 %

401,467.602,150.00

0.15 %(1,487.57)

Aaa / AA+AAA

4.153.98

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

195,000.00 12/15/20151.76 %

192,812.10192,946.83

101.101.23 %

197,153.39804.38

0.07 %4,206.56

Aaa / AA+AAA

4.234.07

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

65,000.00 12/15/20151.76 %

64,270.7064,315.61

101.101.23 %

65,717.80268.13

0.02 %1,402.19

Aaa / AA+AAA

4.234.07

Total Agency 40,927,000.00 0.76 %41,106,033.5441,053,512.01 0.72 %

41,128,750.1497,282.31

14.83 %75,238.13

Aaa / AA+Aaa

1.571.54

US CORPORATE

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

190,000.00 10/08/20151.03 %

190,627.00190,482.72

100.580.82 %

191,109.221,051.33

0.07 %626.50

A1 / AA-A+

1.541.52

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

265,000.00 09/25/20151.29 %

266,468.10266,132.67

100.511.24 %

266,353.621,255.06

0.10 %220.95

A1 / A+NR

1.701.66

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

190,000.00 10/23/20151.14 %

191,634.00191,309.10

100.511.24 %

190,970.52899.86

0.07 %(338.58)

A1 / A+NR

1.701.66


240,000.00 09/24/20151.54 %

239,776.80239,825.67

100.591.17 %

241,409.28750.00

0.09 %1,583.61

A2 / AAA-

1.801.76









Moody/S&P Fitch

MaturityDuration

US CORPORATE


190,000.00 10/06/20151.41 %

190,383.80190,303.78

100.591.17 %

191,115.68593.75

0.07 %811.90

A2 / AAA-

1.801.76

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

110,000.00 09/24/20151.26 %

110,739.20110,582.64

100.931.04 %

111,023.55246.28

0.04 %440.91

Aa2 / AAA+

1.861.82


250,000.00 09/28/20151.20 %

252,025.00251,595.94

100.931.04 %

252,326.25559.72

0.09 %730.31

Aa2 / AAA+

1.861.82


45,000.00 09/28/20151.20 %

45,364.5045,287.27

100.931.04 %

45,418.73100.75

0.02 %131.46

Aa2 / AAA+

1.861.82


140,000.00 09/24/20151.35 %

140,039.20140,030.84

100.361.18 %

140,498.54153.94

0.05 %467.70

Aa1 / AA-NR

1.921.89


85,000.00 09/24/20151.35 %

85,023.8085,018.73

100.361.18 %

85,302.6993.46

0.03 %283.96

Aa1 / AA-NR

1.921.89


35,000.00 09/24/20151.35 %

35,009.8035,007.71

100.361.18 %

35,124.6438.49

0.01 %116.93

Aa1 / AA-NR

1.921.89

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

105,000.00 12/15/20151.65 %

104,667.15104,709.59

100.621.16 %

105,646.9191.88

0.04 %937.32

A2 / AA

1.941.82

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

35,000.00 12/15/20151.65 %

34,889.0534,903.20

100.621.16 %

35,215.6430.63

0.01 %312.44

A2 / AA

1.941.82

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

165,000.00 01/29/20161.15 %

166,676.40166,553.77

101.231.00 %

167,030.161,333.17

0.06 %476.39

A1 / AA+NR

2.011.95

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

190,000.00 11/19/20151.55 %

190,315.40190,268.61

101.231.00 %

192,337.761,535.17

0.07 %2,069.15

A1 / AA+NR

2.011.95


240,000.00 09/24/20151.24 %

238,533.60238,820.59

100.210.90 %

240,494.64986.67

0.09 %1,674.05

Aa1 / AA+NR

2.092.06


190,000.00 10/07/20151.09 %

189,561.10189,640.17

100.210.90 %

190,391.59781.11

0.07 %751.42

Aa1 / AA+NR

2.092.06

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

260,000.00 10/01/20151.47 %

260,904.80260,748.28

100.801.24 %

262,081.56901.33

0.09 %1,333.28

A2 / ANR

2.282.23

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

240,000.00 09/25/20151.77 %

241,639.20241,373.98

101.801.28 %

244,330.082,093.33

0.09 %2,956.10

Aa3 / AA-A

2.572.48

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

160,000.00 01/05/20161.95 %

161,260.80161,171.97

101.871.55 %

162,995.681,525.33

0.06 %1,823.71

A1 / A+AA

3.072.86


95,000.00 01/05/20161.95 %

95,748.6095,695.86

101.871.55 %

96,778.69905.67

0.04 %1,082.83

A1 / A+AA

3.072.86


190,000.00 02/08/20161.55 %

193,769.60193,600.49

101.871.55 %

193,557.371,811.33

0.07 %(43.12)

A1 / A+AA

3.072.86









Moody/S&P Fitch

MaturityDuration

US CORPORATE


160,000.00 09/24/20151.71 %

162,646.40162,265.77

101.871.55 %

162,995.681,525.33

0.06 %729.91

A1 / A+AA

3.072.86

Total US Corporate 3,770,000.00 1.41 %3,787,703.303,785,329.35 1.18 %

3,804,508.4819,263.59

1.38 %19,179.13

A1 / AA-AA-

2.142.06

TOTAL PORTFOLIO 277,515,643.49 0.22 %277,781,994.40277,729,025.74 0.21 %

277,869,516.94160,498.82

100.00 %140,491.20

Aaa / AA+Aaa

7.230.43

TOTAL MARKET VALUE PLUS ACCRUED 278,030,015.76


Exhibit #5

UNRESTRICTED

SECURITY TYPE

CONSTRUCTION & GENERAL RESERVE

FUNDS

MAINTENANCE & OPERATIONS

FUNDS

CURRENT EXPENSE

RESERVE FUND

DEBT SERVICE FUNDS

DEBT SERVICE RESERVE FUNDS

USE & OCCUPANCY

FUND

ENTERPRISE FUND

TOTAL

MONEY MARKET/CASH 3,908,757 1,181,558 12,076 15,727 203,029 32,524 14,605,106 19,958,777

COMMERCIAL PAPER 6,383,363 ‐ ‐ ‐ 209,899 ‐ ‐ 6,593,262

US TREASURY 13,745,159 ‐ ‐ 24,260,229 13,200,137 5,367,263 220,086 56,792,874

US TREASURY SLGS ‐ ‐ ‐ ‐ 174,822,258 ‐ ‐ 174,822,258

US AGENCY 18,548,562 ‐ 3,222,808 ‐ 31,755,930 8,724,626 648,194 62,900,120

SUPRANATIONAL 2,131,413 ‐ ‐ ‐ ‐ ‐ ‐ 2,131,413

US CORPORATE 8,450,705 ‐ ‐ ‐ 2,599,515 1,149,482 55,512 12,255,213

MUNICIPAL BONDS 3,000,130 ‐ ‐ ‐ ‐ ‐ ‐ 3,000,130

TOTAL PORTFOLIO 56,168,088 1,181,558 3,234,884 24,275,956 222,790,769 15,273,895 15,528,898 338,454,048

ACCRUED INTEREST 153,931 ‐ 5,199 14,125 107,050 38,905 419 319,629

TOTAL COMBINED PORTFOLIO 56,322,020 1,181,558 3,240,083 24,290,081 222,897,819 15,312,799 15,529,317 338,773,677

RESTRICTED

NON‐INDENTURE FUNDS INDENTURE FUNDS

SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCYPORTFOLIO COMPOSITION BY FUND

INDENTURE AND NON‐INDENTURE FUNDSMARCH 31, 2016

MARKET VALUE

Transaction Ledger2/29/16 Thru 3/31/16

San Joaquin Hills Total Portfolio Exhibit #6

Transaction Type

Settlement Date CUSIP Quantity Security Description Price

Acq/DispYield Amount

Interest Pur/Sold Total Amount Gain/Loss

ACQUISITIONS

Purchase 03/16/2016 912796JB6 10,715,000.00 US Treasury Bill0.32% Due 7/14/2016

99.894 0.32 % 10,703,588.53 0.00 10,703,588.53 0.00

Purchase 03/16/2016 912828G87 1,325,000.00 US Treasury Note2.125% Due 12/31/2021

102.629 1.65 % 1,359,838.31 5,878.78 1,365,717.09 0.00

Purchase 03/23/2016 06538BGF4 1,000,000.00 Bank of Tokyo Mitsubishi NY Discount CP0.66% Due 7/15/2016

99.791 0.67 % 997,910.00 0.00 997,910.00 0.00

Purchase 03/24/2016 89233GFF8 1,000,000.00 Toyota Motor Credit Discount CP0.489% Due 6/15/2016

99.889 0.49 % 998,893.33 0.00 998,893.33 0.00

Purchase 03/24/2016 89233GKH8 1,000,000.00 Toyota Motor Credit Discount CP0.82% Due 10/17/2016

99.529 0.83 % 995,285.00 0.00 995,285.00 0.00

Purchase 03/28/2016 166764AE0 1,000,000.00 Chevron Corp Callable Note Cont 5/24/20181.718% Due 6/24/2018

100.647 1.42 % 1,006,470.00 4,485.89 1,010,955.89 0.00

Purchase 03/28/2016 31331KR44 1,000,000.00 FFCB Note1.5% Due 11/8/2017

100.988 0.88 % 1,009,880.00 5,833.33 1,015,713.33 0.00

Purchase 03/28/2016 3137EADC0 1,500,000.00 FHLMC Note1% Due 3/8/2017

100.273 0.71 % 1,504,098.00 833.33 1,504,931.33 0.00

Purchase 03/29/2016 166764AV2 365,000.00 Chevron Corp Note1.365% Due 3/2/2018

100.195 1.26 % 365,711.75 373.67 366,085.42 0.00

Purchase 03/29/2016 3130A7CX1 1,000,000.00 FHLB Note0.875% Due 3/19/2018

99.940 0.91 % 999,400.00 243.06 999,643.06 0.00

Purchase 03/29/2016 3137EADT3 1,500,000.00 FHLMC Note0.875% Due 2/22/2017

100.139 0.72 % 1,502,085.00 1,348.96 1,503,433.96 0.00

Purchase 03/30/2016 037833AJ9 1,000,000.00 Apple Inc Note1% Due 5/3/2018

99.956 1.02 % 999,560.00 4,083.33 1,003,643.33 0.00

Purchase 03/30/2016 30231GAU6 635,000.00 Exxon Mobil Corp Note1.439% Due 3/1/2018

100.534 1.16 % 638,390.90 685.33 639,076.23 0.00

Subtotal 23,040,000.00 23,081,110.82 23,765.68 23,104,876.50 0.00

TOTAL ACQUISITIONS 23,040,000.00 23,081,110.82 23,765.68 23,104,876.50 0.00

DISPOSITIONS

Maturity 03/17/2016 912796HG7 10,300,000.00 US Treasury BillDue 3/17/2016 100.000 10,300,000.00 0.00 10,300,000.00 0.00

Maturity 03/30/2016 3135G0VA8 1,900,000.00 FNMA Note0.5% Due 3/30/2016

100.000 1,900,000.00 0.00 1,900,000.00 0.00

Subtotal 12,200,000.00 12,200,000.00 0.00 12,200,000.00 0.00

TOTAL DISPOSITIONS 12,200,000.00 12,200,000.00 0.00 12,200,000.00 0.00

Page 1

Exhibit #7

INVESTMENT DEFINITIONS Accrued Interest The interest that has accumulated on a bond since the last interest payment

up to, but not including, the settlement date. Basis Point Unit of interest rates or yields expressed as a percentage. One hundred

basis points equal one percent. Book Value The value at which an asset is carried on a balance sheet. To calculate,

take the cost of an asset adjusted for the cumulative amortization of premium/discount recorded to date.

Book Yield The yield that equates the current amortized value of the security to its

periodic future cash flows. Call Risk This reflects the danger that a bond might be called or redeemed

during a period of declining interest rates. When high-yielding investments are called during periods of declining interest rates, investors must then reinvest the proceeds in obligations that have lower yields. Fund managers can reduce this risk by holding issues with longer periods of call protection.

Cost Value The original price paid for the investment, excluding interest

purchased. Coupon Rate The annual interest rate that a debt issuer promises to pay an investor. Credit Risk Reflects the possibility that the issuer will not make promised interest

and principal payments on time or in full. Treasury securities are considered to have no risk.

Discount The amount which is deducted from the par value when purchasing a

security that has a coupon rate lower than the current market value. Duration The weighted average time to maturity of a bond where the weights are

the present value of future cash flows. Duration measures the price sensitivity of a bond to changes in interest rates.

Event Risk This reflects the chance that a leveraged buyout, takeover, or other

recapitalization would materially weaken the claims of existing bondholders, sometimes to the benefit of stockholders. A classic example was the buyout of RJR Nabisco. The company’s bond prices declined after its creditworthiness was downgraded to reflect a higher debt load.

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

maturity date.

Interest Pur/Sold The accrued interest purchased or sold on the transaction. When a bond is purchased or sold between coupon payment dates, the accrued interest up to the settlement date of the transaction is included in the net proceeds.

Interest Rate (or Market) Risk The risk that the market value of the portfolio will rise or fall when

interest rates fluctuate. When interest rates rise, bond prices fall. The longer the maturity of the bond and the lower the coupon rate, the greater the vulnerability to a change in interest rates.

Liquidity Risk Esoteric securities and other thinly traded securities carry the danger of

not being easily or quickly sold. This means that the fund manager may have to accept a sub-optimal bid for securities if a competitive market does not exist and the manager must liquidate the position on short notice.

Market Value The current fair value of an investment, as determined by transactions

between willing buyers and sellers. Maturity Date The date on which the principal or last principal payment on a debt is

due and payable. Money Market Security A short-term debt instrument such as a treasury bill or commercial

paper. Mkt YTM (Market Yield to Maturity) The internal rate of return that equates the periodic future cash flows

(interest payments and redemption value) to the market price, assuming that all cash flows are invested at the same yield to maturity rate.

Par Value/Units The face value of a security which represents the amount to be paid by

the issuer at maturity. Premium The amount above the par value which is paid to purchase a security

that has a coupon rate higher than the current market rate. Reinvestment Risk When interest rates fall, so do the rates at which bond interest

payments can be reinvested. This reduces realized yields, since the bondholder will earn less “interest on interest.” Zero-coupon bonds do not make periodic interest payments, and as such, are not subject to reinvestment risk.

Yield The internal rate of return on an investment. Yield encompasses the following factors: historical cost, coupon rate, interest payments and their reinvestment and maturity date.

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

NEXT BOARD MEETING DA TE: May 12, 2016

SUBJECT: Third Quarter Fiscal Year 2016 Budget Status Report


Receive and File

SUMMARY:

File No. 2016S-013

Through the end of the third quarter of Fiscal Year 2016, the San Joaquin Hills Transportation Corridor Agency received a total of$129.9 million in revenue or 85.1% of the annual budget. Net Toll Revenue, Penalties, Development Impact Fees, and Interest Earnings were above target at 81.6%, 96.7%, 149.0%, and 116.6% respectively. Fees were slightly below target at 74.0%.

Total expenditures were at $97.8 million or 78.6% of the annual amended budget at the end of the third quarter of the fiscal year. Administration, Planning, Environmental and Construction, and Toll Operations were below the annual amended budget at 67.6%, 16.7%, and 69.4%, respectively. Debt was at an expected 81.3%.

CONTRACTOR/CONSULTANT: NIA

COST:

REPORT WRITTEN BY:

REVIEWED BY:

SUBMITTED BY:

FIE = NIA SJH = NIA

Maria Fazio, Manager, Budget and Planning (949) 754-3439

Communications Engineering Environmental Finance Strategic Planning Toil Operations

125 Pacifica, Irvine, CA 92618 949/754-3400 FAX 949/754-3467 DATE: May 12, 2016 TO: San Joaquin Hills Transportation Corridor Agency Board of Directors FROM: Maria Fazio, Manager, Budget and Planning SUBJECT: Third Quarter Fiscal Year 2016 Budget Status Report STAFF RECOMMENDATION: Receive and file. BACKGROUND: The Board of Directors approved the San Joaquin Hills Transportation Corridor Agency (SJHTCA) Fiscal Year 2016 (FY16) budget on June 11, 2015.

The Board of Directors subsequently approved a budget amendment to expenditures of $87,200 for Tolling Consultant Services. Budget amendments are generally proposed when a marked change in operating results is anticipated to have a measurable impact on future revenues or expenses. Since all budget appropriations lapse at year-end, expense line items are not routinely adjusted down. The Chief Executive Officer (CEO) has the authority to make budget transfers and reallocate funds within the major categories of Administration, Planning, Environmental and Construction, Toll Operations, and Debt Expenses, subject to controls in place under the 1997 and 2014 Indentures of Trust, the Board approved Contracts and Procurement Manual, Investment Policy, Staffing and Compensation Plan, and the Agency’s enabling legislation. The approved sources budget for FY16 is $204.2 million, which includes $152.7 million of revenue, $18.7 million of cash on hand restricted for debt service, and $32.8 million of available cash. The amended expenditures budget for FY16 totals $124.4 million. The attached report analyzes variances based on year-to-date revenues and expenditures.

Third Quarter Fiscal Year 2016 Budget Status Report File No. 2016S-013 May 12, 2016 Page 2

DISCUSSION: Revenue Summary Through the end of the third quarter FY16 revenues of $129.9 million represent 85.1% of the $152.7 million in annual budgeted revenues. Variances by type of revenue and detailed explanations are included below.

Annual Above/(Below)Original Amendments Amended Actual Original % of OriginalBudget & Transfers Budget To Date Budget Budget*

Revenues:Net Toll Revenue 125,865 - 125,865 102,660 (23,205) 81.6% (1)Penalties 18,800 - 18,800 18,175 (625) 96.7% (2)Fees 4,100 - 4,100 3,033 (1,067) 74.0% (3)Development Impact Fees 3,500 - 3,500 5,215 1,715 149.0% (4)Interest Earnings 429 - 429 500 71 116.6% (5)Other Revenue - - - 285 285 N/A (6)

Total Revenues 152,694 - 152,694 129,868 (22,826) 85.1%

*75% Target as of end of third quarter

Description

San Joaquin Hills Transportation Corridor AgencyFY16 Budget to Actual Revenues

Nine Months Ended March 31, 2016($000)

(1) At the end of the third quarter of FY16, the Agency recorded net toll revenue of

$102.7 million or 81.6% of the annual budget. Revenue is above target due to increased transactions.

(2) Penalties were budgeted for FY16 at $18.8 million. Actual revenue received totaled

$18.2 million, or 96.7% of the budget. Violation penalty revenue is recorded on a cash basis when it is collected, often many months subsequent to when the related transactions occur on our roads. The Agency continues to waive penalties for first time violations. Due to the uncertainty surrounding collection trends, the Agency has historically been conservative in budgeting this revenue.

(3) Fees were budgeted for FY16 at $4.1 million. Actual year-to-date revenue received

totaled $3.0 million, or 74.0% of the budget. Fees revenue consists of account maintenance fees on FasTrak accounts and other miscellaneous fees related to operations as well as fees related to programs with San Francisco Airport and rental car agencies.

(4) Development Impact Fee collections totaled $5.2 million, representing 149.0% of

the annual budget. Development impact fees, assessed on new residential and non-residential (commercial, industrial, etc.) development, are highly cyclical as they


are based on market conditions. The increase in collections is mainly due to collections on large projects such as new family housing, a self-storage warehouse, hotels, and commercial development in Irvine, Laguna Niguel, and Newport Beach.

(5) Interest earnings for the fiscal year are higher than budget at $500,000, or 116.6%

primarily resulting from working with the agency’s investment advisor to implement an active management strategy.

(6) The agency received Other Revenue of $285,000 that was not budgeted, primarily

for the final settlement of the County of Orange bankruptcy.

Expenditures Summary Through the end of the third quarter FY16 actual expenditures on an accrual basis of $97.8 million represent 78.6% of the $124.4 million annual amended expenditures budget. Variances by expenditure and explanations of any significant variances are provided below. A detailed expenditure report by category follows the summary explanations.

Prorated% of Amended

Amends Annual Amended Prorated Budget vsOriginal & Amended Actual Balance Budget Amended ActualsBudget Transfers Budget To Date Remaining Expended* Budget Variance

Administration:Nonoperating Administration 1,277 8 1,285 690 595 53.7% 964 274 Toll Operating Administration 5,446 (8) 5,438 3,858 1,580 70.9% 4,079 221

Total Administration 6,723 - 6,723 4,548 2,175 67.6% 5,043 495 (7)Planning, Environmental and Construction 2,167 - 2,167 362 1,805 16.7% 1,627 1,265 (8)Toll Operations:

Customer Service and Toll Compliance 6,093 87 6,180 4,309 1,871 69.7% 4,635 326 Toll Systems 1,125 - 1,125 802 323 71.3% 844 42 Toll Facilities 298 - 298 144 154 48.3% 224 80 Operations Equipment 1,037 - 1,037 739 298 71.3% 778 39 ( )

Total Toll Operations 8,553 87 8,640 5,994 2,646 69.4% 6,481 487 (9)Debt 106,875 - 106,875 86,873 20,002 81.3% 86,873 - (10)

Total Expenditures 124,318 87 124,405 97,777 26,628 78.6% 100,024 2,247


Description

San Joaquin Hills Transportation Corridor AgencyFY16 Budget to Actual ExpendituresNine Months Ended March 31, 2016

($000)

(7) Total Administration expenditures were $4.5 million or 67.6% of the $6.7 million annual amended budget. The variance of $495,000 between the prorated amended budget and year-to-date expenses in this category is explained as follows: • Salaries, benefits, employer taxes, and temporary help were approximately

$151,000 lower than the prorated amended budget. A total of seven positions were unfilled for all or part of the fiscal year, mainly due to turnover and recruitment.


• Insurance is lower than the prorated amended budget by $63,000 primarily

due to the self-insured retention that has not been used and renewals of other policies that came in under budget. Coverage for various policies has been combined into other policies resulting in savings.

• Legal Expense is lower than the prorated amended budget by $63,000. Legal expenses are incurred on an as needed basis throughout the year. These expenses are being closely monitored.

• Consulting and Other Services is lower than the prorated amended budget by

$111,000 primarily due to various projects that are scheduled to occur later in the fiscal year and other costs which are incurred as needed.

• Marketing is higher than the prorated amended budget by $61,000 due to the

advance costs of media buys and the costs to develop advertising creative (radio, online video, and digital banners ads) for the annual marketing campaign. The Agency expenses these items rather than recording a prepaid expense unless their term falls between two fiscal years. This item is considered on track with the annual budget.

• Several expenses including Board Compensation, Telephone/

Communications, Office Expense, Education, Seminars and Memberships, Publications and Subscriptions, Transportation and Travel, and Office Equipment, comprise $168,000 of the remaining Administrative Expenses that are under the prorated amended budget. These expenses are incurred on an as needed basis or are scheduled to occur later in the fiscal year.

(8) Expenditures in the Planning, Environmental and Construction categories totaled

$362,000 or 16.7% of the $2.2 million amended budget. The variance of $1.3 million between the prorated amended budget and actual results to date is a result of the following: • The Toll Plaza Facilities Improvements project is budgeted at $1.1 million and

is under the prorated amended budget by $691,000, with expenditures of $130,000 through the third quarter of FY16. The design work for this project was awarded at the October board meeting and is on schedule. Construction is anticipated to start in December 2016.

• The Signage Improvements project is under the prorated amended budget by $302,000, with expenditures through the third quarter of $36,000, or 8.0% of the $450,000 amended budget. The project is currently under design and alternatives are being developed for review by Caltrans. The construction budget will be pushed out to FY17.


• The SR73 Northbound Widening study has no expenditures through the end of the third quarter of FY16 and is $23,000 under the prorated amended budget. The study was approved at the December Board Meeting and will be completed this fiscal year.

• The expenditures for Other Planning, Environmental, and Construction are

under the prorated amended budget by $249,000. The majority of this variance relates to delays associated with studying the Bonita Bike Trail concept. Staff has been working with the Cities of Newport Beach and Irvine to assess the feasibility of a trail at the mitigation site. Costs are expected to be incurred later in the fiscal year.

(9) FY16 actual expenses for Toll Operations of $6.0 million were under the prorated amended budget by $487,000 and are 69.4% of the $8.6 million annual amended budget. Toll Operations consists of costs associated with toll collection services, toll systems, toll facilities, customer service, toll compliance, and toll equipment.

• Customer Service and Toll Compliance expenditures were under the prorated

amended budget by $326,000, and were at 69.7% of the amended budget. This item is considered in line with the annual amended budget, however, some higher costs have been experienced due to the increase in customer service expenses and violation notice processing. Increased account activities, such as credit card processing, are direct results of the increased volume in transactions, particularly in One-Time-Toll, ExpressAccount Charge, and violation payments. Other increased costs included printing and postage associated with violation notices. These costs are being monitored along with policy and process reviews to identify cost containment strategies.

• Toll Systems is $42,000 lower than the prorated amended budget and at 71.3% and is on track with the annual amended budget.

• Toll Facilities is lower than the prorated amended budget by $80,000, and at 48.3% of the annual amended budget primarily due to energy and water conservation efforts taken at the toll plazas and ramps, two maintenance contracts rebid at lower amounts, and other projects and maintenance that are incurred as needed or expected to occur later in the fiscal year.

• Total Operations Equipment expenditures are slightly under the prorated

amended budget by $39,000, with expenditures at 71.3% of the annual amended budget, due to the timing of transponder deliveries and toll equipment projects, and a vehicle purchase which has been deferred to next fiscal year. This item in on track with the amended budget.

(10) FY16 Debt of $86.9 million represents 81.3% of the annual amended budget. The Agency budgets and makes debt payments as scheduled.


CONCLUSION: Through the end of the third quarter of Fiscal Year 2016, the San Joaquin Hills Transportation Corridor Agency received a total of $129.9 million in revenue or 85.1% of the annual budget. Net Toll Revenue, Penalties, Development Impact Fees, and Interest Earnings were above target at 81.6%, 96.7%, 149.0%, and 116.6% respectively. Fees were slightly below target at 74.0%. Total expenditures were at $97.8 million or 78.6% of the annual amended budget at the end of the third quarter of the fiscal year. Administration, Planning, Environmental and Construction, and Toll Operations were below the annual amended budget at 67.6%, 16.7%, and 69.4%, respectively. Debt was at an expected 81.3%.

Annual % of % ofOriginal Amendments Amended Actual Balance Budget Budget

Category Budget & Transfers Budget To Date Remaining Used* Remaining

Administration:Regular Salaries & Temporary Help 2,345 - 2,345 1,645 700 70.1% 29.9%Board Compensation 82 - 82 31 51 37.8% 62.2%Benefits 875 - 875 616 259 70.4% 29.6%Employer Taxes 43 - 43 35 8 81.4% 18.6%Insurance 831 (34) 797 535 262 67.1% 32.9%Legal Expense 489 - 489 304 185 62.2% 37.8%Telephone/Comm 40 - 40 29 11 72.5% 27.5%Office Expense 183 (2) 181 85 96 47.0% 53.0%Educ, Seminar, Membership, Mtgs 77 - 77 37 40 48.1% 51.9%Consulting & Other Services 570 34 604 342 262 56.6% 43.4%Marketing 548 2 550 474 76 86.2% 13.8%Publications & Subscriptions 6 - 6 3 3 50.0% 50.0%Rents & Leases 471 - 471 353 118 74.9% 25.1%Transportation & Travel 88 - 88 35 53 39.8% 60.2%Office Equipment 29 (3) 26 12 14 46.2% 53.8%Pacifica Fixed Assets 46 3 49 12 37 24.5% 75.5%

Total Administration 6,723 - 6,723 4,548 2,175 67.6% (7) 32.4%Planning, Environmental and Construction:

Capital Improvement Plan (CIP):Toll Plaza Facility Improvements 1,095 - 1,095 130 965 11.9% 88.1%Signage Improvements 450 - 450 36 414 8.0% 92.0%SR73 Northbound Widening 20 10 30 - 30 0.0% 100.0%

Total Capital Improvement Plan 1,565 10 1,575 166 1,409 10.5% 89.5%Other Planning, Environmental and Construction:

Environmental 222 (36) 186 59 127 31.7% 68.3%Design/Program Mgmt 180 35 215 75 140 34.9% 65.1%Design Special Studies & Other 200 (10) 190 62 128 32.6% 67.4%ROW Acquisitions, Appraisals & Other - 1 1 - 1 0.0% 100.0%

Total Other Planning, Environ and Construction 602 (10) 592 196 396 33.1% 66.9%Total Planning, Environ and Construction 2,167 - 2,167 362 1,805 16.7% (8) 83.3%Toll Operations:

Customer Service & Toll Compliance 6,093 87 6,180 4,309 1,871 69.7% 30.3%Toll Systems 1,125 - 1,125 802 323 71.3% 28.7%Toll Facilities 298 - 298 144 154 48.3% 51.7%

Subtotal Toll Operations 7,516 87 7,603 5,255 2,348 69.1% 30.9%Operations Equipment:

Transponder Equipment 983 - 983 726 257 73.9% 26.1%Toll Equipment 54 - 54 13 41 24.1% 75.9% Total Equipment 1,037 - 1,037 739 298 71.3% 28.7%

Total Toll Operations 8,553 87 8,640 5,994 2,646 69.4% (9) 30.6%Debt 106,875 - 106,875 86,873 20,002 81.3% (10) 18.7%

Total Expenditures 124,318 87 124,405 97,777 26,628 78.6% 21.4%


San Joaquin Hills Transportation Corridor AgencyFY16 Budget to Actual Expenditures

($000)Nine Months Ended March 31, 2016

X SAN .JOAQUIN HILLS BOARD OF DIRECTORS File No. 2016J-009 X FOOTHILL/EASTERN BOARD OF DIRECTORS


SUBJECT: Quarterly Procurement Report


San Joaquin Hills Transportation Corridor Agency Recommendation

Receive and File.

Foothill/Eastern Transportation Corridor Agency Recommendation

Receive and File.

SUMMARY: 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 3rd quarter of fiscal year 2016. The attachments to this report identify all requisitions and contract actions authorized between January 151 and March 3151, 2016.

CONTRACTOR/CONSULT ANT: Various

BUDGET: SJH = $503,402.56 FIE= $4,071,342.51

REPORT WRITTEN BY: Coleen Franco, Manager, Contracts and Procurement (949) 754-3437

REVIEWED BY:

SUBMITTED BY:



DATE: May 12, 2016 TO: San Joaquin Hills Transportation Corridor Agency Board of Directors

Foothill/Eastern Transportation Corridor Agency Board of Directors FROM: Coleen Franco, Manager, Contracts and Procurement SUBJECT: Quarterly Procurement Report STAFF RECOMMENDATION: San Joaquin Hills Transportation Corridor Agency Recommendation: Receive and File Foothill/Eastern Transportation Corridor Agency Recommendation: Receive and File BACKGROUND: The Foothill/Eastern Transportation Corridor Agency (F/ETCA) and San Joaquin Hills Transportation Corridor Agency (SJHTCA) contract with various consultants, contractors and vendors for the purchase and provision of various goods and services for the continued development and operation of The Toll Roads. The Contracts and Procurement Services Policy and Procedures Manual (CAPS Manual) provides for the execution or extension of certain contracts by the chief executive officer (CEO) without further Board action. The Joint Procurement Ad Hoc Committee reviewed the agencies’ policies and procedures and recommended staff provide an expanded report of the procurement activities. The Boards of Directors approved revisions to the CAPS Manual in June 2014, including a requirement for a quarterly report of all procurement activity. DISCUSSION: The CAPS Manual, as revised in June 2014, requires the submission of a quarterly report to the Boards of Directors, identifying all requisitions for the expenditure of funds greater than $2,500. The agencies utilize an electronic reporting and approval system as part of our overall financial software system. Information for requisitions is entered in one of two modules, either the contract management module or the purchase order module for electronic approval. In both

Quarterly Procurement Report File No. 2016J-009 May 12, 2016 Page 2

cases, requests and documents are approved per the Boards adopted delegation of authority contained in the CAPS Manual. Attached are reports that provide a recap of the requisitions approved in the past quarter, beginning January 1, 2016 through March 31, 2016. The attached reports identify the agency with financial responsibility for the action as either, FE for the Foothill/Eastern Transportation Corridor Agency, SJ for the San Joaquin Hills Transportation Agency or JNT for those actions that involve both agencies. Separate columns are provided to identify the financial commitment of each agency for each action. Authorizations for each action are also identified. All actions are approved based on the delegation of authority identified in the CAPS Manual. ATTACHMENTS:

1 Quarterly Procurement Report Activity Summary

Reflects activity of both agencies and identifies the number and value of actions taken by department and by approval type.

2 New Contracts Approved Identifies new contracts authorized and processed through the contract management module.

3 Amendments Approved Identifies all approved amendments or change orders to existing contracts, also processed through the contract management module.

4 Purchase Requisitions Approved Lists the requisitions processed and approved through the purchase order module. These may include small agreements, purchase orders or other payment requests not involving any contract.

BUDGET: All requisitions authorized have been within the agencies’ approved annual budgets or the appropriate budget transfers have been executed per Board approved policy. CONCLUSION: Per the procedures identified in the CAPS Manual, adopted by the Boards of Directors in 2014, staff is providing a quarterly report of procurement activity for the 3rd quarter of fiscal year 2016. The attachments to this report identify all requisitions and contract actions authorized between January 1st and March 31st, 2016.

Quarterly Procurement ReportActivity SummaryFY16 3rd Quarter

File No. 2016J-009Attachment 1

Page 1 of 1

AuthorizationType Board Authorized CEO Authorized ETM Authorized Routine Business Expense

Total Requisitions

Issued

% by Dept

Total Value of Requisitions

Issued

% by Dept

Department # Issued Value # Issued Value # Issued Value # Issued ValueAdministration/Human Resources (ADM/HR) 3 35,000.00$ 1 3,540.00$ 0 -$ 1 790.80$ 5 6.0% 39,330.80$ 0.9%

Communications & Marketing (CM) 2 275,629.00$ 1 7,101.00$ 1 5,000.00$ 0 -$ 4 4.8% 287,730.00$ 6.3%Contracts & Procurement (CPD) 0 -$ 0 -$ 0 -$ 1 -$ 1 1.2% -$ 0.0%Engineering/ROW (EGR/ROW) 12 1,756,366.78$ 3 6,682.35$ 0 -$ 1 1,912.50$ 16 19.3% 1,764,961.63$ 38.6%Environmental (ENV) 3 -$ 0 -$ 0 -$ 0 -$ 3 3.6% -$ 0.0%Facilities (FAC) 1 1,134,600.00$ 0 -$ 0 -$ 6 54,518.00$ 7 8.4% 1,189,118.00$ 26.0%Finance (FIN) 2 342,000.00$ 0 -$ 0 -$ 0 -$ 2 2.4% 342,000.00$ 7.5%Information Technology (IT) 1 -$ 0 -$ 5 25,178.19$ 1 394.00$ 7 8.4% 25,572.19$ 0.6%Strategic Planning (SP) 3 47,729.25$ 0 -$ 5 30,000.00$ 0 -$ 8 9.6% 77,729.25$ 1.7%Toll Operations (TO) 8 695,970.81$ 3 13,690.95$ 5 13,856.36$ 14 124,785.08$ 30 36.1% 848,303.20$ 18.5%

35 4,287,295.84$ 8 31,014.30$ 16 74,034.55$ 24 182,400.38$ 83 4,574,745.07$ % by Authorization Type 42.2% 93.7% 9.6% 0.7% 19.3% 1.6% 28.9% 4.0%

Definition of Authorization CategoriesBoard Authorized (BRD) Requisitions that are approved based on an action by a Board, including those funded from contingency authorizations or within existing authorized value. CEO Authorized (CEO)ETM Authorized (ETM) Requisitions under CEO authority, <= $10,000 per Agency, as delegated to ETMs.Routine Business Expense (RBE) Requisitions for goods or services <= $100,000 per Agency and <= 12 month term (per CAPS Manual).

Requisitions of <= $25,000 per Agency, with a unique scope of work (per CAPS Manual).

0.0%

20.0%

40.0%

60.0%

80.0%

100.0%

Board CEO ETM RBE

42.2%

9.6%19.3% 28.9%

93.7%

0.7% 1.6% 4.0%

FY16 - 3rd Quarter Procurement Activity

# Value

New Contracts ApprovedFile No. 2016J-009

Attachment 2

Page 1 of 2

Agency Contract No. Vendor Name Contract Title Approval Type

Date Approved Dept F/ETCA Value SJHTCA Value Total Value Contract End

Date Notes

FE K000998 AMP Mechanical, Inc. Pacifica HVAC Modernization Project BRD 02/02/16 FAC $ 1,134,600.00 $ - $ 1,134,600.00 06/30/16

Contractor to replace the central HVAC systems, install additional HVAC zones to improve air circulation, replace the pneumatic control system and replace the air conditioning systems in the two server rooms. A Request for Qualifications was posted on the Agency's website and emailed to 17 firms, 8 firms submitted Statement of Qualifications and 5 firms were pre-qualified to bid on the project. The IFB was issued to the 5 pre-qualified firms; only one bid was received. Agency determined Contractor to be responsive and responsible.

FE K001034 Arellano Associates SR 241-91 Express Lanes Connector Public Outreach BRD 01/25/16 CM $ 275,629.00 $ - $ 275,629.00 12/31/18

Consultant to assist the Agency in developing and implementing an effective public communications and community outreach plan to inform and engage the community as the 241/91 Connector Project advances through the Environmental (Phase I), Design (Phase II), Construction (Phase III) and Post-Construction (Phase IV). Best value selection from 4 proposals received.

JNT K001087 W A Rasic Construction Company Inc

Emergency On-Call Toll Road Maintenance Service CEO 1/1/2016 EGR $ - $ - $ - 12/31/16

Contractor to provide various types of equipment with operator for emergency on-call road maintenance services. Agency sought proposals from 641 firms, 17 firms expressed interest; 2 bids received. Agency determined Contractor to be responsive and responsible.

JNT K001088 Enterprise Rideshare Vanpool Program CEO 01/04/16 ADM/HR $ 2,374.98 $ 1,165.02 $ 3,540.00 03/31/16

Vendor to facilitate an employee rideshare program, subsidized by OCTA and vanpool participants. OCTA offers a vanpool program with vehicles provided by Enterprise and vRide. Both vendors offer very similar services with Enterprise providing an additional benefit associated with emergency rides. Best value selection.

JNT K001089 Culligan of Santa Ana Filtered Water System for Customer Service RBE 01/12/16 ADM/HR $ 521.93 $ 268.87 $ 790.80 06/30/16

Vendor to provide water filtration systems for the customer service staff kitchens. Vendor provided service under the former Customer Service Contract (CSC) contract. This contract is sole sourced based on the excellent service provided under the former CSC contract and low cost rental fee.

FE K001090 Kit Cole Consulting Strategic Planning Support Services BRD 01/21/16 SP $ 36,000.00 $ - $ 36,000.00 06/30/16

Consultant to develop community-focused outreach that incorporates scenario responses, community engagement and community workshops while mitigating risk to ensure messaging remains consistent and on-point. This contract is sole sourced as a result of Consultant's strong background in risk management and scenario planning for large entities involved in major projects affecting large stakeholder groups and communities.

JNT K001093 BESTPASS Inc. Commercial Toll Account Agreement CEO 02/04/16 TO $ - $ - $ - 06/30/18

Consultant to aggregate and manage TCA electronic toll usage on behalf of its clients. BestPass, in conjunction with TransCore, is proposing to utilize a version of multi-protocol tag that would have the Title 21 protocol embedded with TCA tag IDs imprinted.

New Contracts ApprovedFile No. 2016J-009

Attachment 2

Page 2 of 2

Agency Contract No. Vendor Name Contract Title Approval Type

Date Approved Dept F/ETCA Value SJHTCA Value Total Value Contract End

Date Notes

JNT K001094 Decton Corporate Services Temporary Employee Services BRD 02/17/16 TO $ 9,379.33 $ 4,619.67 $ 13,999.00 11/29/16

Vendor to provide temporary customer service center staffing services on an as-needed basis. This contract is sole sourced due to limited availability of required positions.

JNT K001097 Netxperts, Inc. Cisco Smartnet Renewal RBE 03/23/16 TO $ 17,150.23 $ 8,070.69 $ 25,220.92 04/14/17

Vendor to provide Cisco SMARTnet support for CISCO network switches. Award based on lowest responsive and responsible quote; five quotes received.

FE K001099 Aquatic Inspections Inc Annual Reservoir Inspections at Windy Ridge RBE 04/01/16 FAC $ 3,500.00 $ - $ 3,500.00 12/31/16

Contractor to provide annual scuba inspection and cleaning of Windy Ridge Reservoir. This contract is sole sourced based on the low dollar value and contractor's familiarity with the unique design of the reservoir as well as the nature of major defects prior to the 2010 liner and cover replacement.

JNT K001101 Wave Technology Solutions Group

Fujitsu Document Scanner Maintenance ETM 04/01/16 TO $ 2,502.45 $ 1,232.55 $ 3,735.00 03/31/19

Vendor to provide Fujitsu ScanCare maintenance for Toll Ops Fujitsu document scanner. Best value selection from 3 quotes received.

$ 1,481,657.92 $ 15,356.80 $ 1,497,014.72

Amendments ApprovedFile No. 2016J-009

Attachment 3

Page 1 of 4

Agency Contract No. Vendor Name Contract Title Doc.

ApprovedApproval

TypeDate

Approved Dept F/ETCA Value SJHTCA Value Total Value Contract End Date Notes

FE K000060 Padilla and Associates Incorporated

DBE Annual Goal Development - F/E A20 RBE 03/16/16 CPD $ - $ - $ - 03/31/17

Amendment No. 20 extends the contract term to 3/31/17 allowing Consultant to build on prior services in developing future DBE goals within existing contract value. Services initially implemented in 2001.

JNT K000067 City of Irvine Toll Violation Hearings A-10 RBE 01/25/16 TO $ - $ - $ - 12/31/16

Amendment No. A -10 extends the contract term to 12/31/16 for toll violation hearing officers. The Agency reduces unnecessary process layers and costs by contracting directly with the City of Irvine. Services initially implemented in 1994.

JNT K000069 LSA Associates, Inc. Paleontology Outreach Program A9 BRD 02/17/16 CM $ - $ - $ - 06/30/16 Amendment No.9 extends the contract term to

6/30/16.

JNT K000088 Bentley System, Inc. Powerdraft V8.1 A12 RBE 02/22/16 IT $ 366.42 $ 27.58 $ 394.00 04/22/17Amendment No. 12 extends the contract term through 4/22/17. Vendor is the owner of this proprietary software. Software initially implemented in 2003.

JNT K000109 IRTH Solutions, Inc. IRTHNET Management of Dig Requests A12 RBE 03/29/16 EGR $ 1,300.50 $ 612.00 $ 1,912.50 03/31/17

Amendment No. 12 extends the contract term through 3/31/17. Vendor is the only known service provider. Services initially implemented in 2004.

JNT K000135 Lexis Nexis Risk Solutions Accurint Services - Public Record Information A -12 RBE 02/16/16 TO $ 10,370.00 $ 6,630.00 $ 17,000.00 12/31/16

Amendment No. A -12 extends the contract term to 12/31/16. A survey of four person-locator service providers was conducted; staff determined that Vendor is the only firm that provides all of the required search information for violation resolution processes.

FE K000321 Public Financial Management Financial Advisory Services A10 BRD 02/04/16 FIN $ - $ - $ - 12/31/16 Amendment No. 10 extends the Agreement term

through 12/31/16.

JNT K000500 Sungard Public Sector, Inc. Microfocus Support A7 ETM 03/30/16 IT $ 887.54 $ 457.22 $ 1,344.76 03/31/17

Amendment No. 7 extends the contract term through 3/31/17. This is a proprietary software component required to maintain IFAS. Software initially implemented in 2009.

JNT K000522 Traffic Technologies, Inc. Toll Operations & Systems Consulting Support A11 BRD 01/25/16 TO $ 144,140.83 $ 67,830.98 $ 211,971.81 06/30/18 Amendment No. 11 adds additional funding and hours

to Task 11C - Final CSC System Support.

JNT K000587 Arizona Department of Transportation

Database Access Agreement A3 CEO 02/04/16 TO $ - $ - $ - 11/01/18

Amendment No. A3 extends agreement term through 11/01/18. Only one source available for service. Service initially implemented in 2009.

FE K000628 Michael Baker International Preliminary Eng and Env Consulting Services A4 BRD 03/30/16 EGR $ 84,402.00 $ - $ 84,402.00 12/31/16

Amendment No. A4 authorizes Consultant to perform sign research for toll pricing changeable message signs to obtain consumer feedback on the signage messaging proposed for 241/91 Express Lanes Connector.

JNT K000646 SMS Systems Maintenance Services Ins

Server Maintenance Agreement Renewal 10 RBE 03/18/16 TO 8,383.58$ 3,945.22$ $ 12,328.80 12/31/16

Amendment No.10 extends the agreement term through 12/31/16. Vendor is the only local service maintenance firm that stocks spare parts for all of Agency's servers, regardless of age or manufacturer. Maintenance initially implemented in 2011.

JNT K000669 Santa Clara Valley Transportation Authority

Fastrak License - SR 237 Express Lanes Project A1 BRD 03/23/16 TO $ - $ - $ - 03/01/30 Amendment No. 1 incorporates the FasTrak flex logo

and the FT horizontal design logo into the agreement.

JNT K000727 Priority Mailing Systems LLC

Hasler HJ0G-101 Jogger - Maintenance 2 ETM 03/18/16 TO 75.48$ 27.92$ $ 103.40 02/28/17

Amendment No. 2 extends maintenance through 2/28/17. Vendor is the only authorized maintenance provider. Maintenance initially implemented in 2012.

JNT K000728 Priority Mailing Systems, LLC

Hasler Omation 2100 Ltr Opener PO & Maintenance A2 ETM 02/17/16 TO $ 327.14 $ 121.00 $ 448.14 02/08/17

Amendment No. 2 extends maintenance through 2/8/17. Vendor is the only authorized maintenance provider. Maintenance initially implemented in 2011.


Attachment 3

Page 2 of 4


ApprovedApproval

TypeDate


JNT K000732 Automobile Club Southern California

Show your Card and Save Program A4 BRD 02/17/16 TO $ - $ - $ - 02/28/17

Amendment No. 4 extends agreement through 2/28/17. Vendor continues to provide discount program for AAA Club Members who become FasTrak account holders.

JNT K000773 Level 3 Communications LLC

Telecommunications and Data Services A7 BRD 01/06/16 IT $ - $ - $ - 12/24/16

Amendment No. 7 extends the contract term through 12/24/17. Services will be rebid once the Agency's call center needs are more fully established, but prior to the 12/24/16 expiration.

JNT K000832 KPMG Accounting and Auditing Services A1 BRD 02/01/16 FIN $ 171,000.00 $ 171,000.00 $ 342,000.00 03/31/19 Amendment No. 1 extends the contract term through

3/31/19.

FE K000839 W.A. Rasic Construction Company, Inc.

Tomato Springs Water Supply Upgrade A3 BRD 03/23/16 EGR $ 53,597.81 $ - $ 53,597.81 03/31/16

Amendment No 3 increases the contract scope and extends the contract term through 3/31/16 for project completion.

FE K000859 Richard Katz Consulting, Inc. Professional Services A4 BRD 01/27/16 SP $ 5,559.25 $ - $ 5,559.25 06/14/16

Amendment No. 4 extends the agreement through 6/14/16 and changes the monthly retainer from $6,000 to $7,500.

FE K000869 Crown Fence Company SR 241 Fence Improvement Project A6 BRD 03/09/16 ENV -$ -$ $ - 06/30/16 Amendment No. 6 extends the contract term through

6/30/16 for project completion.

JNT K000899 Technology Unlimited, Inc. AET Related Check Scanner A1 CEO 02/11/16 TO $ 9,204.02 $ 4,486.93 $ 13,690.95 01/15/19

Amendment No. 1 approved the purchase of an additional Canon CR 190i check scanner, remote installation of AQ2 operation software and direct check deposit software (AQ2 Check 21), and three years of maintenance on the scanner. The scanner and software were purchased from Vendor in order to maintain the standardization of equipment.

JNT K000907 Skyline Pest Control Pest Control Services A3 RBE 01/19/16 FAC $ 10,416.00 $ 4,176.00 $ 14,592.00 01/31/17 Amendment No. 3 extends the contract term through 1/31/17. Year 2 of 2 option years.

JNT K000908 Pitney Bowes Presort Services

Mail Pickup, Delivery and Presort Services A2 RBE 02/17/16 TO $ 3,650.00 $ 1,350.00 $ 5,000.00 01/31/17 Amendment No. 2 extends the contract term through

1/31/17. Year 2 of 2 option years.

JNT K000910 Fastening Systems Velcro Brand Hook and Loop Fasteners A4 RBE 02/25/16 TO $ - $ - $ - 11/30/16 Amendment No. 4 changes the Velcro order delivery

date from May 2 - 5, 2016 to March 11 - 18, 2016.

FE K000915 Mr. Plant Interior Plant Maintenance A2 RBE 01/19/16 FAC $ 3,468.00 $ - $ 3,468.00 02/28/17 Amendment No. 2 extends the contract term through 2/28/17. Year 2 of 2 option years.

JNT K000917 Norco Delivery Service AM Mail Pickup and Delivery Services A2 RBE 01/25/16 TO $ 2,496.60 $ 923.40 $ 3,420.00 01/31/17 Amendment No. 2 extends the contract term through


JNT K000924Riverside County Transportation Commission

Fastrak License for 91 and I-15 Express Lanes A1 BRD 01/20/16 TO $ - $ - $ - 03/10/40 Amendment No.1 incorporates the FasTrak flex logo

and the FT horizontal design logo into the agreement.

SJ K000936 5 Bars LLC SR 73 Cell Towers A4 BRD 03/07/16 EGR -$ -$ $ - 06/30/16Amendment No. 4 extends the contract term through 6/30/16. Services to be recompeted prior to expiration.

JNT K000937 Volt Management Corporation

Temporary Help - Customer Service Representatives A1 BRD 02/10/16 TO $ - $ - $ - 06/30/16 Amendment No. 1 amends the contract to allow for

handling of sensitive data by temporary employees.

JNT K000937 Volt Management Corporation

Temporary Help - Customer Service Representatives A -8 BRD 02/25/16 TO $ 41,408.30 $ 20,395.13 $ 61,803.43 12/31/16 Amendment No. A -8 extends the contract term

through 12/31/16.

JNT K000974 Ware Disposal Inc Waste Disposal Services A3 RBE 03/17/16 FAC 238.00$ -$ $ 238.00 12/31/16 Amendment No. 3 increases scope to include temporary indoor trash carts through 6/30/16.

FE K000975 Arnold I Sherwood Consulting Support Services A4 BRD 03/23/16 ENV -$ -$ $ - 6/30/2017

Amendment No. 4 extends the contract term through June 30, 2017. This extension is required for completion of the 2016 Regional Transportation Plan by the Southern California Association of Governments.


Attachment 3

Page 3 of 4


ApprovedApproval

TypeDate


JNT K000976 Development Dimensions International, Inc.

Leadership Development Training A3 BRD 02/24/16 ADM/HR $ 24,850.00 $ 10,150.00 $ 35,000.00 11/16/17

Amendment No. 3 increases scope to include a Manager Ready Feedback & Manager Development Program. The Boards approved a contract NTE amount of $50,000 on 12/11/14 for training of manager-level staff. As services are requested by the Agency, scope is added to the agreement within the Board authorized NTE amount of $50,000.

JNT K000979 Atkinson Andelson Loya Ruud and Romo

Human Resources Legal Services A1 BRD 02/17/16 ADM/HR $ - $ - $ - 05/14/18 Amendment No. 1 adds terms for payment of training

and education sessions for Agency staff.

FE K001002 DFS Flooring Carpet and Floor Care Service A2 RBE 02/29/16 FAC $ 28,720.00 $ - $ 28,720.00 02/28/17 Amendment No. 2 extends the contract term through


JNT K001003 Koff and Associates Salary Grade Classification Study A2 BRD 02/10/16 ADM/HR $ - $ - $ - 06/30/16 Amendment No. 2 extends the contract term through

6/30/16 for project completion.

JNT K001008 Global Power Group Inc Generator Maintenance A2 RBE 03/15/16 FAC 4,000.00$ -$ $ 4,000.00 06/30/16

Amendment No. 2 adds funds for generator maintenance repair services and changes the scope from preventative maintenance to as-needed maintenance.

FE K001009 Sharon M. Browning Issues Mgmt & Consensus Planning Consultant Svcs. A1 BRD 02/25/16 SP $ 6,170.00 $ - $ 6,170.00 05/14/18 Amendment No. 1 extends Task Order No. 1 through

6/30/16.

JNT K001040 PJL Enterprise Group As-Needed Printing Services A5 RBE 02/04/16 TO $ 24,795.18 $ 9,170.82 $ 33,966.00 06/30/16

Amendment No. 5 provides for custom white bubble mailers. Multiple firms were qualified under a competitive procurement for printing services in June 2015. When service is required, a request for quote is submitted to all qualified firms and selected based on cost and ability to meet requirements.

JNT K001041 Smart Source As-Needed Printing Services A4 RBE 01/12/16 TO $ 5,348.86 $ 1,978.34 $ 7,327.20 06/30/16

Amendment No. 4 provides for visor maps and window patron notices. Multiple firms were qualified under a competitive procurement for printing services in June 2015. When service is required, a request for quote is submitted to all qualified firms and selected based on cost and ability to meet requirements.

JNT K001041 Smart Source As-Needed Printing Services A5 RBE 02/04/16 TO $ 799.83 $ 295.83 $ 1,095.66 06/30/16

Amendment No. 5 provides for #9 envelopes. Multiple firms were qualified under a competitive procurement for printing services in June 2015. When service is required, a request for quote is submitted to all qualified firms and selected based on cost and ability to meet requirements.


Amendment No. 6 provides for mounting booklets with Velcro. Multiple firms were qualified under a competitive procurement for printing services in June 2015. When service is required, a request for quote is submitted to all qualified firms and selected based on cost and ability to meet requirements.

JNT K001041 Smart Source As-Needed Printing Services A7 RBE 02/19/16 TO $ 884.98 $ 327.32 $ 1,212.30 06/30/16

Amendment No. 7 provides for #9 envelopes. Multiple firms were qualified under a competitive procurement for printing services in June 2015. When service is required, a request for quote is submitted to all qualified firms and selected based on cost and ability to meet requirements.

JNT K001041 Smart Source As-Needed Printing Services A8 RBE 02/22/16 TO $ 2,030.05 $ 750.84 $ 2,780.89 06/30/16

Amendment No. 8 provides for Costco mounting booklets. Multiple firms were qualified under a competitive procurement for printing services in June 2015. When service is required, a request for quote is submitted to all qualified firms and selected based on cost and ability to meet requirements.


Attachment 3

Page 4 of 4


ApprovedApproval

TypeDate



Amendment No. 9 provides for Costco Tyvek envelopes. Multiple firms were qualified under a competitive procurement for printing services in June 2015. When service is required, a request for quote is submitted to all qualified firms and selected based on cost and ability to meet requirements.

FE K001043 Leatherman BioConsulting, Inc.

ETC Cowbird Trapping Program A1 BRD 03/18/16 ENV $ - $ - $ - 12/31/18 Amendment No. 1 revises insurance limits to reflect

negotiated scope.

JNT K001045 IBI Group Toll Plaza Facilities Reuse Study A1 BRD 03/01/16 EGR $ - $ - $ - 06/30/16

Amendment No. 1 adds additional employees and corresponding hourly rates and classifications to the Contract.

JNT K001045 IBI Group Toll Plaza Facilities Reuse Study A2 BRD 03/30/16 EGR $ - $ - $ - 06/30/16

Amendment No. 2 adds additional employees and corresponding hourly rates and classifications to the Contract.

JNT K001049 AECOM Technical Services Inc

Engineering Design Consulting Services On-Call A2 BRD 03/09/16 EGR $ - $ - $ - 07/08/18

Amendment No. 2 augments the Scope of Services for Task Order No. 1 to include details submitted with Consultants proposal.

JNT K001051 T.Y. Lin International Engineering Design Consulting Services On-Call A1 BRD 01/08/16 EGR $ 1,509,919.99 $ - $ 1,509,919.99 07/08/18

Amendment No. 1 provides for Task Order No. 1 and authorizes Consultant to prepare the Oso Bridge Project final design for the construction plans, specifications, and cost estimate and associated technical reports, coordination with County of Orange and Caltrans.

JNT K001051 T.Y. Lin International Engineering Design Consulting Services On-Call A2 BRD 03/04/16 EGR $ 29,447.00 $ - $ 29,447.00 07/08/18

Amendment No. 2 augments the Scope of Services for Task Order No. 1 and estimated cost to complete task order.

JNT K001051 T.Y. Lin International Engineering Design Consulting Services On-Call A3 BRD 03/08/16 EGR $ - $ - $ - 07/08/18


JNT K001052 WKE Inc Engineering Design Consulting Services On-Call A2 BRD 03/04/16 EGR $ - $ - $ - 07/08/18


JNT K001054 Fehr and Peers Traffic Engineering Consulting Services On-Call A3 BRD 02/03/16 EGR $ 29,999.99 $ - $ 29,999.99 07/08/18

Amendment No. 3 provides for Task Order No. 3 and authorizes Consultant to furnish traffic planning and engineering services to support agencies' long-range strategic planning efforts.

JNT K001056 Stantec Consulting, Inc. Traffic Engineering Consulting Services On-Call A1 BRD 01/06/16 EGR $ 29,399.99 $ 19,600.00 $ 48,999.99 07/08/18

Amendment No. 1 provides for Task Order No. 1 and authorizes Consultant to provide modeling and development of annual traffic and revenue estimates for the FY17 annual budget process.

JNT K001058 Statewide Traffic Safety and Signs, Inc.

Signing and Striping Construction Services On-Call

A1 CEO 01/27/16 EGR $ 628.89 $ 203.46 $ 832.35 07/08/18Amendment No. 1 provides for Task Order No. 1 and authorizes Contractor to manufacture and deliver signs and barricades.

JNT K001094 Decton Corporate Services Temporary Employee Services A -1 BRD 02/25/16 TO $ 273,591.70 $ 134,604.87 $ 408,196.57 12/31/16 Amendment No. A -1 extends the contract term

through 12/31/16. $ 2,533,144.25 $ 463,231.85 $ 2,996,376.10

Purchase Requisitions ApprovedFile No. 2016J-009

Attachment 4

Page 1 of 1

Agency PO No Vendor Name Approval Type

Date Approved Dept F/ETCA Value SJHTCA Value Total Value Notes

JNT P000637 Government Technology Solutions, Inc. ETM 01/25/16 IT $ 2,088.90 $ 1,076.10 $ 3,165.00 Annual renewal of Trend Micro Enterprise Security Suite - 300 users. Includes maintenance and 24 x 7 support for 1 year; received three quotes.

JNT P000638 Association of California Cities ETM 01/26/16 SP $ 6,000.00 $ 4,000.00 $ 10,000.00 Dues assessment for calendar year 2016.

JNT P000639 Sigmanet, Inc. ETM 02/09/16 IT $ 2,564.89 $ 1,321.31 $ 3,886.20 Annual renewal of Veritas Back Up Exec software to backup Agency data on various servers - 10 TB Capacity; received three quotes.

JNT P000640 OmniAir Certification Services, Inc. ETM 02/10/16 TO $ 5,780.00 $ 2,720.00 $ 8,500.00 The agencies' have teamed with five transportation agencies in contracting with Vendor to perform independent 6C testing (6CTOC).

JNT P000641 Sigmanet, Inc. ETM 02/19/16 IT $ 6,569.51 $ 3,384.29 $ 9,953.80 Microsoft Server 2012 Licensing - includes 5 user licenses and 250 user client access licenses; received three quotes.

JNT P000642 Mobility21 ETM 02/23/16 SP $ 2,700.00 $ 1,800.00 $ 4,500.00 Annual 2016 Mobility 21 Summit sponsorship event in support of continued outreach efforts.

FE P000643 International Union of Operating Engineers ETM 02/23/16 SP $ 3,000.00 $ - $ 3,000.00 Sponsorship donation to support Operating Engineers Local 12 Annual

Charity [501 (c) (3)] event.

JNT P000644 Pro Photo Connection, Inc. CEO 03/02/16 CM $ 3,550.50 $ 3,550.50 $ 7,101.00 Vendor is the only known company that could provide plexiglass mount gallery quality prints for the Pacifica building upstairs hallway. Pro Photo is a local small business lab in Irvine, CA.

JNT P000645 GHA Technologies, Inc. ETM 03/02/16 TO $ 716.78 $ 353.04 $ 1,069.82 SQL Server License and 3 client access licenses for the new check scanner server received 3 quotes.

JNT P000646 Commonwealth Land Title Company CEO 03/16/16 EGR $ 4,563.00 $ 1,287.00 $ 5,850.00

Preliminary title report for land acquisition. The Wildlife Conservancy selected vendor for the Irvine Mesa parcel. Because the Agency parcels are part of the same transaction, we remained with Vendor for consistency.

JNT P000647 Southern California Association of Governors ETM 03/17/16 SP $ 4,500.00 $ 3,000.00 $ 7,500.00

2016 Regional Conference & Generally Assembly. The Agency is a member of SCAG and as such has a representative on the Regional council. As a result, it is important to be an active participant in this annual event that includes representation from all transportation agencies in the SCAG region.

JNT P000648 Sigmanet, Inc. ETM 03/23/16 IT $ 4,506.76 $ 2,321.67 $ 6,828.43 Annual renewal of Vsphere Essentials and purchase of additional Essentials Plus kit for VMWare; received three quotes.

FE P000649 San Clemente Ocean Festival ETM 03/23/16 CM $ 5,000.00 $ - $ 5,000.00

San Clemente Ocean Festival is a volunteer organization, dedicated to the promotion and support of ocean safety, the environment, and the community by providing a quality athletic venue and enjoyable family event. This popular annual event, which draws more than 50,000 visitors, provides the Agency with an excellent opportunity to educate the public about the Agency's environmental programs, AET , current and future projects including the 241 Toll Road completion.

FE P000651 Rancho Mission Viejo Rodeo, LLC ETM 03/31/16 SP $ 5,000.00 $ - $ 5,000.00

The 16th Annual Rancho Mission Viejo Rodeo sponsorship. Sponsoring this event supports the Agency's initiatives and strengthens business relationships. This organization donates to local charities such as JF Shea, Therapeutic Riding Center and CHOC Mission Viejo.

$ 56,540.34 $ 24,813.91 $ 81,354.25



SUBJECT: Fiscal Year 2017 Capital Improvement Plan



File No. 2016J-015

1. Adopt the Capital Improvement Plan (CIP) for the San Joaquin Hills (SR 73) Corridor.


I. Adopt the Capital Improvement Plan (CIP) for the Foothill/Eastern (SR 133, 241, 261) Corridors.

SUMMARY:

This annual update to the CIP for each Agency outlines the scope, cost and schedule for the major capital improvement projects.

CONTRACTOR/CONSULT ANT: N/A

BUDGET:

REPORT WRITTEN BY:

REVIEWED BY:

SUBMITTED BY:

SJH: FIE:

$NIA $NIA

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


ief Executive Officer


DATE: May 12, 2016 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: Fiscal Year 2017 Capital Improvement Plan STAFF RECOMMENDATION: San Joaquin Hills Transportation Corridor Agency Recommendation: 1. Adopt the Capital Improvement Plan (CIP) for the San Joaquin Hills (SR 73) Corridor.

Foothill/Eastern Transportation Corridor Agency Recommendation: 1. Adopt the Capital Improvement Plan (CIP) for the Foothill/Eastern (SR 133, 241, 261)

Corridors. BACKGROUND: The Capital Improvement Plan outlines the status of all major improvement projects anticipated by the Agencies. Each year, the projects are updated and costs are developed for use in preparing the annual budget. DISCUSSION: The Capital Improvement Plan for FY 2017 is attached as a separate document. Discussion of the draft Capital Improvement Plan took place at the Joint Capital Programs & Projects Committee meeting held on April 6, 2016, and the Joint Budget Workshop Board Meeting held on April 20, 2016.

Fiscal Year 2017 Capital Improvement Plan File No. 2016J-015 May 12, 2016 Page 2 of 2

BUDGET: The Capital Improvement Plan for each agency will continue to be reviewed each year during the budget process. Project priorities and the availability of funds will help determine the projects selected for implementation and the funding allocations for each project. CONCLUSION: This annual update to the CIP for each agency outlines the scope, cost and schedule for the major capital improvement projects. Attachment

1

Fiscal Year 2017

CAPITAL IMPROVEMENT PLAN

Proposed for Adoption May 12, 2016

1

Table of Contents

Background ................................................................................................................................... 3

Implementation Schedule ............................................................................................................. 4

Estimated Project Costs by Agency .............................................................................................. 5

Foothill/Eastern Transportation Corridor Agency Capital Projects ................................................ 7

241 to I-5 Connection ................................................................................................................ 9

Tesoro Extension .................................................................................................................... 10

241/91 Express Connector ...................................................................................................... 12

Wildlife Safety Fencing ............................................................................................................ 14

Toll Plaza Water Supply Upgrade (Tomato Springs) .............................................................. 16

Signage Improvements ........................................................................................................... 18

Toll Plaza Facility Improvements ............................................................................................. 20

F/ETCA Future Widening Projects .......................................................................................... 22

F/ETCA Future Interchanges .................................................................................................. 24

San Joaquin Hills Transportation Corridor Agency Capital Projects ........................................... 27

Caltrans Maintenance Station ................................................................................................. 28

Catalina View Traffic Improvement ......................................................................................... 30

Signage Improvements ........................................................................................................... 32

Toll Plaza Facility Improvements ............................................................................................. 34

SJHTCA Future Widening Projects ......................................................................................... 36

SJHTCA Future Interchanges ................................................................................................. 37

Completed Projects ..................................................................................................................... 39

Foothill/Eastern Transportation Corridor Agency Completed Projects .................................... 40

San Joaquin Hills Transportation Corridor Agency Completed Projects ................................. 42

3

Background

The Transportation Corridor Agencies’ (TCA) 51 miles of toll roads have been operational over 22 years since the initial segment of the State Route (SR) 241 Toll Road between Portola Parkway (North) and Portola Parkway (South). The remaining sixteen miles of the 241 includes the 5.5 mile Tesoro Extension which remains to be constructed and opened to traffic, as well as the continued long range planning for the balance of the 241 south of the Tesoro Extension to Interstate 5 as an alignment has not yet been defined.

Once highway segments become operational, various roadway expansions and operational improvement projects are required to keep pace with increasing traffic demands and changing conditions, land uses and demographics. These improvements, which make up the Capital Improvement Plan or CIP, are all components of the total ultimate buildout of the Toll Road Corridors as envisioned in the respective environmental documentation for each. The Ultimate Corridors will provide two, three or four mixed flow traffic lanes, plus one additional general purpose or HOV (High Occupancy Vehicle) lane in each direction.

The CIPs were first developed in the late 1990’s and identified the complete list of projects required to attain ultimate buildout of the system. The CIPs are updated annually and the current planned implementation schedule for projects is shown in Figure 1 and the costs are shown in Table 1. All costs in this report are estimated in 2017 dollars.

4

Implementation Schedule

Figure 1

2017

2018

2019

2020

2021

2022

2023

2024

2025

2026

2027

2028

2029

2030

2031

2032

2033

2034

2035

2036

2037

2038

2039

2040

2041

1 241 to I‐5 Connection

1A Tesoro Extension

2 241/91 Express Connector

3 Wildlife Safety Fencing

4 Toll Plaza Water Supply Upgrade

5 Signage Improvements

6 Toll Plaza Facility Improvements

TBD F/ETCA Future Widening Projects

TBD F/ETCA Future Interchanges

2017

2018

2019

2020

2021

2022

2023

2024

2025

2026

2027

2028

2029

2030

2031

2032

2033

2034

2035

2036

2037

2038

2039

2040

2041

1 Caltrans Maintenance Station

2 Catalina View Traffic Improvement

3 Signage Improvements

4 Toll Plaza Facility Improvements

TBD SJHTCA Future Widening Projects

TBD SJHTCA Future Interchanges

Environmental Engineering Construction

Foothill/Eastern TCA

San Joaq

uin Hills TCA

TBD

TBD

No. Project/Fiscal Year

No. Project/Fiscal Year

Long‐TermMid‐Term Near‐Term

Mid‐Term Long‐TermNear‐Term

TBD

TBD

TBD

TBD

5

Estimated Project Costs by Agency

Table 1

FY15 & Prior

FY16 Actual Plus Projected

Proposed FY17

Budget

FY18 & Later

Total Project Cost

1 241 to I-5 Connection/Tesoro Extension $ 298.40 $ 6.34 $ 30.78 $ 1,340.97 $ 1,676.49

2 241/91 Express Connector 2.83 $ 2.11 13.77 164.45 183.16

3 Wildlife Safety Fencing 7.41 $ 2.90 0.06 TBD 10.37

4 Toll Plaza Water Supply Upgrade 0.28 $ 0.49 - TBD 0.77

5 Signage Improvements - $ 0.21 2.99 - 3.20

6 Toll Plaza Facility Improvements - $ 0.36 2.96 TBD TBD

TBD F/ETCA Future Widening Projects 4.86 - - TBD TBD

TBD F/ETCA Future Interchanges - - - TBD TBD

Foothill/Eastern Totals $ 313.78 $ 12.41 $ 50.56 $ 1,505.42 $ 1,882.17

1 Caltrans Maintenance Station $ - $ - $ - $ 7.97 $ 7.97

2 Catalina View Traffic Improvement - 0.03 0.49 40.93 41.45

3 Signage Improvements - 0.27 1.80 - 2.07

4 Toll Plaza Facility Improvements - 0.20 2.59 TBD TBD

TBD SJHTCA Future Widening Projects - - - TBD TBD

TBD SJHTCA Future Interchanges - - - TBD TBD

San Joaquin Hills Totals $ - $ 0.50 $ 4.88 $ 48.90 $ 54.28

San Joaquin Hills

Foothill/Eastern

In $1,000,000

No. Title

7

Foothill/Eastern Transportation Corridor Agency Capital Projects

8 7

9

241 to I-5 Connection

F/ETCA Project No. 1 Description Funding to complete SR 241 includes two efforts. The first relates to the Tesoro Extension project and is more thoroughly described on the following page. The remaining effort, beyond the Tesoro Extension project, includes identifying options that address the region’s future needs for mobility and accessibility, and providing improvements that meet those needs. Purpose and Need Regional planning efforts to date demonstrate the need for additional transportation improvements to relieve existing and future congestion on Interstate 5 and local arterials in South Orange County. The Foothill/Eastern (F/E) TCA is evaluating those needs to identify an acceptable solution. Project Status The 241 to I-5 Connection efforts are in the community outreach stage which is expected to continue through Fiscal Year (FY) 2017. Environmental The F/ETCA, in coordination with the Federal Highway Administration, formally stopped all environmental work on the SR 241 completion when the Notices of Intent to prepare an Environmental Impact Statement under the National Environmental Policy Act were rescinded in the Federal Register on April 8, 2014. This rescission was due in part to the U.S. Secretary of Commerce upholding the California Coastal Commission’s objection to the SR 241 “Green Alignment” within the coastal area of Camp Pendleton. Future alignments would require the preparation of an environmental document in compliance with state and federal environmental regulations. Design Limited design work to support the outreach, engineering and environmental planning efforts is expected to continue through FY 2017. Construction Construction will begin after a route is identified and the environmental process is completed. Cost/Budget Total project costs are estimated as shown in Table 2. Schedule Estimated completion TBD.

10

Tesoro Extension

F/ETCA Project No. 1A Description Coordination with the County of Orange and Rancho Mission Viejo (RMV) on the Los Patrones Parkway project. TCA will focus on the Oso Bridge and Gap Closure components and resolving 241 connection issues to clear the path for the Tesoro Extension. Los Patrones Parkway

Description Los Patrones Parkway is a County of Orange four-lane arterial that is part of the circulation element of the RMV Ranch Plan previously approved by the County of Orange. It extends from Cow Camp Road to Oso Parkway and terminates at Oso Parkway via a northbound ramp and a southbound ramp. Los Patrones Parkway is currently under construction by RMV. Oso Bridge and Gap Closure Description The project consists of the construction of an overcrossing bridge structure over a portion of Oso Parkway to allow the future connection of Los Patrones Parkway to SR 241 north of Oso Parkway. The project addresses safety and traffic issues associated with the connection of the Los Patrones ramps at Oso Parkway by allowing the parkway to connect to the existing toll road north of Oso Parkway. The Oso Bridge and Gap Closure project includes building a one-mile stretch of the SR 241 to link with Los Patrones Parkway under the bridge. Purpose and Need As currently planned, all northbound Los Patrones Parkway traffic would exit at Oso Parkway and have the option of entering the SR 241 from Oso Parkway northbound on-ramp. Direct access to the SR 241 via the proposed project will improve traffic flow. Both Caltrans and the County support this project because it improves traffic operations and safety. Los Patrones Parkway is planned to be opened to traffic in early 2018. Project Status The project started in FY 2016 with scope definition. Preliminary engineering and environmental documentation are underway and anticipated to be completed in May 2016. Environmental The environmental impacts of the proposed improvements have been evaluated in detail and no significant impacts have been identified. An addendum to Final Environmental Impact Report (FEIR) 589 certified by the County of Orange in November 2004 is being prepared pursuant to CEQA Guidelines Section 15164 for the proposed Oso Bridge and Gap Closure project. Design In December 2015, the Board approved a contract to commence with the preparation of the final design package. Completion of the final design is anticipated in FY 2017 and the project will be delivered under the conventional design-bid-build process. Construction The project will impact traffic on Oso Parkway during the estimated 24-month construction period. The SR 241 will have minor impacts during construction. Cost/Budget Total Project Costs are estimated as shown in Table 2. Schedule Final design is anticipated to be completed in January 2017 with construction completion anticipated in Spring 2019.

11

Table 2

241 TO I-5 CONNECTION AND TESORO EXTENSION

Activity FY15

& Prior

FY16Actual Plus Projected

Proposed FY17 FY18 & Later Total

Engineering Design/Oversight $ 56,182.7 $ 3,012.5 $ 6,348.4 $ 25,530.3 $ 91,073.9 Utility Relocation 1,243.0 - - 13,000.0 14,243.0 Right of Way 28,501.2 - 11,079.0 16,727.3 56,307.5 Design/Build Contract 65,052.0 - - 942,999.6 1,008,051.6 Const. Engineering Mgmt. 597.0 126.0 300.0 50,660.9 51,683.9 Contingency - 2,744.0 5,680.0 104,515.8 112,939.8 Subtotal $ 151,575.9 $ 5,882.5 $ 23,407.4 $ 1,153,433.8 $ 1,334,299.7 - FY16 & later - - $ 1,176,841.2 Environmental 26,829.0 459.2 7,372.7 28,636.1 63,297.0 Public Benefits - - - 100,000.0 100,000.0 Insurance/Toll Collection Systems - - - 58,900.3 58,900.3 Subtotal 178,404.9 6,341.7 30,780.1 1,340,970.3 1,556,497.0 73 Mitigation 120,000.0 - - - 120,000.0 Total $ 298,404.9 $ 6,341.7 $ 30,780.1 $ 1,340,970.3 $ 1,676,497.0 - FY16 & later $ 1,371,750.3

PROJECT 1A - TESORO EXTENSION

Engineering Design/Oversight 4,899.7 2,351.5 1,413.4 Utility Relocation - Right of Way 15,112.2 - 1,500.0 Design/Build Contract 7,148.0 - Const. Engineering Mgmt. 114.0 126.0 300.0 Contingency - 120.0 170.0 Subtotal $ 27,273.9 $ 2,597.5 $ 3,383.4 - FY16 & later TBD Environmental 2,167.0 199.2 100.0 Public Benefits - - - Insurance/Toll Collection Systems - - - Subtotal $ 29,440.9 $ 2,796.7 $ 3,483.4 73 Mitigation - - - Total $ 29,440.9 $ 2,796.7 $ 3,483.4 - FY16 & later TBD

PROJECT 1 - 241 TO I-5 CONNECTION

Engineering Design/Oversight 51,283.0 661.0 4,935.0 Utility Relocation 1,243.0 - Right of Way 13,389.0 - 9,579.0 Design/Build Contract 57,904.0 - Const. Engineering Mgmt. 483.0 - Contingency - 2,624.0 5,510.0 Subtotal $ 124,302.0 $ 3,285.0 $ 20,024.0 - FY16 & later TBD Environmental 24,662.0 260.0 7,272.7 Public Benefits - - - Insurance/Toll Collection Systems - - - Subtotal $ 148,964.0 $ 3,545.0 $ 27,296.7 73 Mitigation 120,000.0 - - Total $ 268,964.0 $ 3,545.0 $ 27,296.7 - FY16 & later TBD

In $1,000

To Be Determined

To Be Determined

12

241/91 Express Connector

F/ETCA Project No. 2 Description The project consists of constructing a tolled connector between the median of the 91 Express Lanes and the median of SR 241 to provide a single lane in each direction. Purpose and Need The 241/91 Express Connector between the two toll facilities is an integral component of the Eastern Transportation Corridor Ultimate Project (SR 241) as well as OCTA’s SR 91 Implementation Plan. Traffic on SR 91 east of SR 241 greatly exceeds the capacity of the existing roadway during extended peak hours and many improvements have been proposed to alleviate this congestion. The project will close the current toll system gap by connecting SR 241 with the 91 Express Lanes to and from the east. Project Status Staff is proceeding with the required preliminary engineering and environmental studies necessary to advance the project. The Riverside County Transportation Commission (RCTC) has begun construction of the extension of the 91 Express Lanes from the Riverside/Orange County Line east to Interstate 15. Preliminary traffic and revenue studies show the project to be revenue positive to both F/ETCA and RCTC with no impact on OCTA 91 Express Lanes revenue. An investment-grade traffic and revenue study and finance plan are expected to be completed in mid-2016. Environmental A median connector between SR 241 and SR 91 was included as a project component in the Eastern Transportation Corridor (SR 133, 241, 261) environmental document, EIS No. 2-1. A Supplemental EIR/EIS is underway to evaluate the minor changes in the existing condition of the project area and project limits. Design Final design will commence during FY 2017 and the project will be delivered under the conventional design-bid-build process. Construction The project would impact traffic during the estimated 18-month construction period. The eastbound lanes of SR 91 (including OCTA 91 express lanes) require complete relocation and reconstruction for a minimum length of approximately one mile to provide sufficient room in the SR 91 median for the connector ramp. Costs/Budget The proposed budget shown in Table 3 includes completion of preliminary design documents and a Draft Supplemental EIR/EIS for the project. This cost is being partially shared with OCTA under a cooperative agreement. Participation levels and roles and responsibilities, as well as roles of each Agency for the remainder of the project are yet to be determined and the amounts shown in this report represent the total estimated cost. Schedule Staff proposes in FY 2017 to continue with necessary environmental documentation for the project and commence with final engineering. As agreed with OCTA, F/ETCA will be taking the lead in these efforts. The expected completion date of construction is 2019.

13

Table 3

Activity FY15 &

Prior



Engineering Oversight $ 608 $ 90 $ 945 $ 4,608 $ 6,251 TCA Technical Memorandum 282 - - - 282 OCTA Study 334 - - - 334 Design/Environmental 2,689 1,000 11,413 10,192 25,294 Traffic Studies 55 870 72 (56) 941 Right-of-Way - - - 2,000 2,000 Construction - - - 120,200 120,200 Const. Engineering Mgmt. - - 100 8,900 9,000 OCTA Reimbursement (1,135) 147 - TBD TBD Outreach - - - - - Contingency & Miscellaneous - - 1,240 18,604 19,844 Total $ 2,833 $ 2,107 $ 13,770 $ 164,448 $ 183,158

In $1,000

241/91 Express Connector

13

14

Wildlife Safety Fencing

F/ETCA Project No. 3 Description As mitigation for impacts of the Eastern Transportation Corridor, the U.S. Fish and Wildlife Service (USFWS) required the F/ETCA to construct a minimum of four wildlife undercrossings and conduct a five-year study documenting wildlife usage of those undercrossings.1 This study was completed in 2004. In 2009, USFWS notified F/ETCA staff that they had concerns with the performance of the undercrossings, specifically the number of animals crossing the 241 Toll Road at-grade. In response to these concerns, the F/ETCA contracted with the University of California, Davis Wildlife Health Center (U.C. Davis) in 2011 to further study the undercrossings and adjacent fencing, and to formulate recommendations to enhance wildlife movement and safety along SR 241. In 2013, U.C. Davis completed their assessment of the existing fencing and the wildlife undercrossings along the 241 Toll Road, and provided recommendations to F/ETCA that included installing a taller wildlife fence and jump-out ramps. Staff consulted with USFWS on these recommendations and obtained agreement on the suggested improvements in 2013. In December 2013, staff presented the wildlife fence improvement recommendations to the Board for authorization to award a contract to implement these improvements. In February 2014, staff obtained an amended biological opinion from USFWS allowing F/ETCA to proceed with the project. Purpose and Need The Wildlife Safety Fencing project is designed to enhance the wildlife crossings built as part of the Eastern Transportation Corridor. Project Status The project is partially complete with potential future phases. Environmental The project is covered under the original Eastern Transportation Corridor environmental document, EIS No. 2-1. An amended biological opinion was issued by U.S. Fish & Wildlife Service in February 2014. Design Phases 1, 2A, and 2B design is complete. Upon project completion, U.C. Davis will continue monitoring the undercrossings and conduct post-construction monitoring to document the project’s effectiveness in reducing wildlife-vehicle collisions. U.C. Davis’ monitoring will also include the use of GPS collars on mountain lions, as well as cameras placed at the undercrossings to document the use of the SR 241 wildlife undercrossings in a manner that was agreed to by USFWS. Construction Phase 1, 2A, and 2B (6.4 miles) of the new wildlife fence project completed construction in FY 2016. Cost/Budget The initial project costs are shown in Table 4. Schedule Should future phases be implemented, they would be designed in conjunction with the 241 Widening Project (133 to Chapman) and begin at the juncture of the 241/133 and extend north to Chapman/Santiago Canyon Road.

1 Biological Opinion (BO) 1-6-94-F-17 issued by the U.S. Fish and Wildlife Service

15

Table 4

Activity FY15 &

Prior



Consultant $ 153 $ 29 $ 60 TBD TBDDesign 92 30 - TBD TBDConstruction 7,122 1,806 - TBD TBDConst. Engineering Mgmt. 43 1,036 - TBD TBDContingency & Miscellaneous - - - TBD TBDTotal $ 7,410 $ 2,900 $ 60 TBD 10,370$

In $1,000

Wildlife Safety Fencing

16

Toll Plaza Water Supply Upgrade (Tomato Springs)

F/ETCA Project No. 4 Description The project consists of two elements: 1) The domestic water connection for the Tomato Springs and Orange Grove mainline toll plazas will be converted to the Irvine Ranch Water District (IRWD) Zone 6 system. The new connection allows the Agency to deactivate and abandon the existing 180,000 gallon water reservoir which formerly served these toll plazas. 2) Conversion of the irrigation system to non-domestic water use. Currently the toll plazas and surrounding Caltrans landscaped areas are irrigated by a single domestic irrigation system. IRWD’s preference is that landscaping be irrigated with non-domestic or reclaimed water. The Agency has developed plans for this conversion, which will allow the Agency to utilize reclaimed water as well as turn over the Caltrans portion of the irrigation system (along with the related water costs) to the State. Purpose and Need When constructing segments of the 133, 241, and 261 Toll Roads and the associated toll collection facilities, utility services were provided from public utilities whenever possible. Certain areas were too remote, or the needed utility was not available, to economically provide the desired public utility connections. Such was the case at the Tomato Springs Mainline Toll Plaza where fire flow pressure did not exist and the Agency was forced to construct its own vinyl lined water reservoir to meet the prescribed fire flow demand. Direct feeds from a newly constructed IRWD reservoir have eliminated the need for the TCA-maintained reservoir and provide a permanent solution for the plaza’s water supply. Environmental A Categorical Exemption was prepared as there are minimal impacts associated with this project. Design Construction drawings have been developed for the reservoir decommissioning. Design work has been substantially completed for the irrigation system conversion. Construction Impacts No impacts are anticipated. Cost/Budget A cost estimate for the proposed irrigation change from potable to non-potable water will be developed in the near future. A breakdown of costs is included in Table 5. Schedule The schedule for the non-domestic irrigation switchover has yet to be determined.

17

Table 5

Activity FY15 &

Prior


Proposed FY17

FY18 & Later Total

IRWD Design $ 42 $ - $ - $ - $ 42 IRWD Construction 145 - - - 145 Reservoir Decommissioning Design 82 - - 82 TCA Construction 5 485 - - 490 Irrigation Switch to Non-Potable - - - TBD TBD Contingency and Miscellaneous 9 - - - 9

Total $ 283 $ 485 $ - TBD $ 768

In $1,000

Toll Plaza Water Supply Upgrade (Tomato Springs)

18

Signage Improvements

F/ETCA Project No. 5 Description This project provides updated messaging on the large overhead signage on the freeway and major arterial approaches to the toll road system. Also included are improved signage for ramp entrances, roadside signage, freeway-to-toll road transition signs and changes to signage to simplify messaging related to our payment method for infrequent users (Pay Online).

Purpose and Need Supplemental signage along with refinements to existing signs are recommended in order to better communicate to drivers how to use the toll road system. The proposed changes incorporate the latest federal and state standards for use on toll facilities. Project Status The project is currently in the concept development phase with final design expected to be complete in the next fiscal year. Implementation of all signage improvements is expected to continue through FY 2017. Environmental No environmental impacts are foreseen. Design Customer research regarding sign messaging was performed in FY 2016 and the results incorporated into the signage modifications. In December 2014, the Boards approved one-half of the estimated design costs to develop proposed signage concepts based on the customer research feedback for review and approval by the Boards. The proposed signage concepts and the balance of the design costs were approved by the Boards in April 2016 and final design has commenced. Construction The signage replacement on the overhead facilities will require extensive lane and ramp closures throughout the toll road and freeway system. Major closures will be done at night and other off-peak travel times in order to minimize inconvenience to drivers. Cost/Budget A breakdown of costs is provided in Table 6. Schedule Preliminary concept development is anticipated to last through April 2016. The design work and Caltrans approval will follow with approval scheduled for July 2016. Minor sign work can be accomplished through the use of an on-call signage contractor, however it is anticipated that the major overhead signs would be done under a separate construction contract. This work will last through FY 2017.

19

Table 6

Activity FY15 &

Prior


Proposed FY17

FY18 & Later Total

Customer Research $ - $ 25 $ - $ - $ 25 Engineering Oversight - - 100 - 100 Special Studies - - 200 - 200 Design - 87 58 - 145 Construction - 100 1,900 - 2,000 Construction Management - - 280 - 280 Contingency and Miscellaneous - - 450 - 450

Total $ - $ 212 $ 2,988 $ - $ 3,200

In $1,000

Foothill/Eastern Signage Improvements

19

20

Toll Plaza Facility Improvements

F/ETCA Project No. 6 Description The project consists of two elements: 1) A formal study is underway to research possible uses for the toll booth and other toll plaza buildings throughout the system. The recommendations developed as part of this study will be brought before the Board for further action. 2) Toll Booth removal – In order to minimize the initial costs of the All-Electronic Tolling conversion project, the majority of the toll booths on the system were left in place. It is proposed to remove the toll booths and related equipment in a prioritized manner. Purpose and Need The implementation of All-Electronic Tolling has substantially changed the facilities usage throughout the toll road system. Analysis of the best use of the cash toll facilities no longer in use and planning for removal of the toll booths no longer needed is underway. Project Status The project started in FY 2016 with scope definition. Environmental The environmental impacts of the proposed improvements will be evaluated in detail; however, they appear at this stage to be minimal. Design The design for the toll booth removals will be performed in phases. Phase I to remove the toll booths at dual lane entrance and exit ramps is underway and expected to be completed in June of 2016. Design of future phases has not yet commenced. The design scope of other improvements will follow further definition of the project. Construction There will be lane and ramp closures along with demolition related to the toll booth removal work. Cost/Budget Total Project Costs are estimated as shown in Table 7. Schedule The study will be developed and finalized in FY 2016 along with Phase I of the toll booth removals. Construction for Phase I of the toll booth removals is scheduled for FY 2017.

21

Table 7

In $1,000

Activity FY15 &

Prior


Proposed FY17

FY18 & Later Total

Preliminary Study $ - $ 126 $ - $ - $ 126 Toll Booth Removal Phase 1 - 233 2,957 - 3,190 Toll Booth Removal Phase 2 - - - TBD TBD Toll Booth Removal Phase 3 - - - TBD TBD

Total $ - $ 359 $ 2,957 TBD TBD

Foothill/Eastern Toll Plaza Facility Improvements

21

22

F/ETCA Future Widening Projects

Over the past two decades, the Orange County toll roads have become an integral part of the regional transportation system. Customer surveys show that people depend on The Toll Roads for reliability in the travel time it takes to reach their destination. As regional travel demand grows and the freeway and arterial system become more congested, the toll road system can sometimes experience congestion as well. In order to preserve dependable travel times, system expansion projects may be warranted. The transportation corridor system is designed to be expanded with additional lanes as traffic demand and volumes grow. Space is also provided within the median for either additional travel lanes and/or potential transit facilities as the County of Orange and surrounding communities mature. Since the corridors were originally planned there have been several changes to key factors that influence travel demand. These factors include residential and non-residential development changes, shifts in population and employment, changes to the arterial highway system and changes in commuter behavior. Several widening projects have taken place on the toll road system since the original project construction in the late 1990’s (see Completed Projects). There have also been widening projects that were initiated yet not implemented as a result of the changes to travel demand (see Table 8).

23

Table 8

Foothill/Eastern Widening Projects

Activity Limits FY15 &

Prior

FY16 Actual Plus

Projected Proposed FY17

FY18 & Later Total

241 Southbound Widening Bake to Santa Margarita $ 3,902 $ - $ - TBD TBD 241 Widening (Loma) 133 to Chapman 961 3 3 TBD TBD

Total $ 4,863 $ 3 $ 3 TBD TBD

In $1,000

23

24

F/ETCA Future Interchanges

Just as all lanes of the toll road system were not constructed along with the original projects, several interchanges were also deferred during the original construction. The need for these deferred interchanges has changed over the years, for many of the same reasons affecting the widening projects. Major developer open space land dedications have reduced the need for some planned interchanges while new land uses have created demand for interchanges at previously unplanned locations. The following interchanges have been included in the long range plans for the toll road system and are included in the CIP. The timing for development of these interchanges will be evaluated annually as part of this document. As projects are advanced, they will be moved into the near- or mid-term categories. Five future interchanges and one interchange expansion were included in the Eastern Transportation Corridor environmental document. The interchange numbers listed are from that original document: Interchange #2 - 241 @ Jeffrey Road Interchange The extension of Jeffrey Road north of Portola Parkway to the SR 241 (and beyond) remains on the OCTA Master Plan of Arterial Highways (MPAH). Development in this area is not expected to begin until 2025 at the earliest. This interchange is included in a reimbursement agreement between the Irvine Company and TCA. No reimbursements have been made to date. Interchange #3 - 241 @ North Culver Drive & Interchange #4 - 241 @ South Culver Drive These two interchanges were removed from further consideration as Culver Drive has been removed from the MPAH north of Portola Parkway. Interchange #5 - 241 @ North Lake Road A reduction in the Irvine Company development plans for the area north and west of the 241/261 interchange has eliminated any need for this interchange. Interchange #6 - 241 @ Coal/Weir Canyon Road Interchange Weir Canyon Road remains on the MPAH; however, plans for development in the area have been shelved as this property was recently dedicated as permanent open space to the County of Orange. This interchange is included in a reimbursement agreement between the Irvine Company and TCA. Costs to date for this interchange amount to $47,000. 241 @ 261 East Orange Interchange Expansion This interchange was planned to be expanded along with the development of the Santiago Hills Phase II development. As a portion of this property was recently dedicated as permanent open space to the County of Orange, this interchange has been included in a reimbursement agreement between the Irvine Company and TCA. Costs to date for this interchange amount to $61,000. the Irvine Company has recently informed the F/ETCA that they will no longer be participating in the funding for this interchange. 133 @ Trabuco Road Interchange This interchange was not included in the ultimate plans for the 133. This interchange is included in the North Irvine Traffic Mitigation program and is currently under consideration for implementation by the City of Irvine. As the project moves forward, and is further established, it will be advanced into near- or mid-term categories. No TCA funding has been identified for this interchange.

25

25

26 26 26

27

San Joaquin Hills Transportation Corridor Agency Capital Projects

27

28

Caltrans Maintenance Station

SJHTCA Project No. 1 Description The project is to develop a permanent 3.0-acre maintenance station at a location acceptable to Caltrans in South Orange County. The Station will be designed to house two maintenance crews, offices, equipment, shop and storage for a total building area of 8,480 sq. ft. Gas, sewer, water, telephone and electrical utility lines will be constructed to the building for service. Purpose and Need Construction and opening of the three Corridors increased the need for Caltrans maintenance facilities and the Cooperative Agreements with Caltrans for each of the Corridors define the Agency’s responsibilities for providing these facilities. The maintenance station represents the commitment for providing such a station related to the San Joaquin Hills (SJH) Corridor (SR-73) as specified in District Cooperative Agreement No. 12-079 (as amended). Project Status The project has not been advanced beyond that which has been defined in Exhibit A to Amendment 7 of Cooperative Agreement No. 12-079. Conceptual layouts have been discussed with Caltrans representatives to better define the requirements. The original mutual agreement had been to complete the station for Caltrans use and occupancy by December 31, 2015; however, negotiations are currently underway to determine a new date for completion. Environmental The Agency will prepare the environmental documents for construction of the station including impacts on the site surroundings and an Initial Site Assessment. Construction Impacts The maintenance site is currently planned for an undefined site in South Orange County. Impacts should be minimal. Cost/Budget Costs are forecast as shown in Table 9. Schedule No detailed schedule has been developed to date, pending Agency and Caltrans decision and approval of the location. Design and construction of the facility will take approximately 2-1/2 years after site selection. Negotiations are underway to determine a new date for completion.

29

Table 9

Activity FY15 &

Prior



Design $ - $ - $ - $ 600 $ 600 Construction - - - 6,500 6,500 Const. Engineering Mgmt. - - - 300 300 Contingency - - - 313 313

Subtotal $ - $ - $ - $ 7,713 $ 7,713 Interest per Agreement 12-079 260 260

Total $ - $ - $ - $ 7,973 $ 7,973

In $1,000

Caltrans Maintenance Station

30

Catalina View Traffic Improvement

SJHTCA Project No. 2 Description The project consists of adding a fourth lane to northbound SR 73 between the SR 133 to the Sand Canyon Undercrossing north of the Catalina View toll plaza. Purpose and Need Transactions on the SR 73 have increased by six percent each year since 2013 with approximately 70 percent of that growth attributed to the mainline toll plaza at Catalina View. In particular, an increase in congestion in the northbound direction has been experienced in the mainline lanes during the morning peak period. A potential solution to relieve the traffic congestion in the northbound direction during the AM peak period is to increase the roadway capacity by adding a fourth lane leading up to and through the Catalina View Toll Plaza. Project Status In order to determine the feasibility of this roadway improvement, staff is proceeding with the development of a preliminary concept study. The required preliminary engineering, environmental studies and final design necessary to advance the project through construction will follow. The following phases are needed to obtain Caltrans approval to proceed with construction of the proposed roadway improvements:

Phase 1 – Project Study Report-Project Development Support (PSR-PDS) Phase 2 – Project Approval and Environmental Document (PA&ED) Phase 3 – Plans, Specifications and Estimate (PS&E)

Environmental The environmental impacts of the proposed improvements will be evaluated during the upcoming phases of the project development. Design It is anticipated that Phase 1 through Phase 3 will be developed through the Caltrans oversight process with the completion of final design anticipated in June 2019. The project will be delivered under the conventional design-bid-build process. Construction The project would impact traffic during the estimated 18-month construction period; however, all traffic lanes would be maintained open to traffic during construction. Costs/Budget A breakdown of the project costs is shown in Table 10. Schedule Completion of preliminary engineering and environmental documentation is anticipated in June 2018 with final design anticipated in FY 2019. Construction is estimated at 18-months and would complete in FY 2021.

31

Table 10

Activity FY15 &

Prior


Proposed FY17

FY18 & Later Total

Engineering Oversight - -$ 189$ 681$ 870$ Concept Study - 30 - 30 Project Initiation - - 300 160 460 Preliminary Engineering/Environmental - - - 850 850 Traffic Studies - - - 50 50 Final Engineering - - - 3,000 3,000 Right-of-Way - - - - - Construction - - - 30,000 30,000 Const. Engineering Mgmt. - - - 2,500 2,500 Contingency & Miscellaneous - - 3,686 3,686 Total -$ 30$ 489$ 40,927$ 41,446$

In $1,000

Catalina View Traffic Improvement

32

Signage Improvements

SJHTCA Project No. 3 Description This project provides updated messaging on the large overhead signage on the freeway and major arterial approaches to the toll road system. Also included are improved signage for ramp entrances, roadside signage, freeway-to-toll road transition signs and changes to signage to simplify messaging related to our payment method for infrequent users (Pay Online).

Purpose and Need Supplemental signage along with refinements to existing signs are recommended in order to better communicate to drivers how to use the toll road system. The proposed changes incorporate the latest federal and state standards for use on toll facilities. Project Status The project is currently in the concept development phase with final design expected to be complete in the next fiscal year. Implementation of all signage improvements is expected to continue through FY 2017. Environmental No environmental impacts foreseen. Design Customer research regarding sign messaging was performed in FY 2016 and the results incorporated into the signage modifications. In December 2014, the Boards approved one-half of the estimated design costs to develop proposed signage concepts based on the customer research feedback for review and approval by the Boards. The proposed signage concepts and the balance of the design costs were approved by the Boards in April 2016 and final design has commenced. Construction Impacts The signage replacement on the overhead facilities will require extensive lane and ramp closures throughout the toll road and freeway system. Major closures will be done at night and other off-peak travel times in order to minimize inconvenience to drivers. Cost/Budget A breakdown of costs is provided in Table 11. Schedule Preliminary concept development is anticipated to last through April 2016. The design work and Caltrans approval will follow with approval scheduled for July 2016. Minor sign work can be accomplished through the use of an on-call signage contractor, however it is anticipated that the major overhead signs would be done under a separate construction contract. This work will last through FY 2017.

33

Table 11

Activity FY15 &

Prior


Proposed FY17

FY18 & Later Total

Customer Research $ - $ 31 $ - $ - $ 31 Engineering Oversight - - 90 - 90 Special Studies - - - - - Design - 234 40 - 274 Construction - - 1,200 - 1,200 Construction Management - - 170 - 170 Contingency and Miscellaneous - - 300 - 300

Total $ - $ 265 $ 1,800 $ - $ 2,065

In $1,000

San Joaquin Hills Signage Improvements

34

Toll Plaza Facility Improvements

SJHTCA Project No. 4 Description The project consists of two elements: 1) A formal study is underway to research possible uses for the toll booth and other toll plaza buildings throughout the system. The recommendations developed as part of this study will be brought before the Board for further action. 2) Toll Booth removal – In order to minimize the initial costs of the All-Electronic Tolling conversion project, the majority of the toll booths on the system were left in place. It is proposed to remove the toll booths and related equipment and this will be done in a prioritized manner. Purpose and Need The implementation of All-Electronic Tolling has substantially changed the facilities usage throughout the toll road system. Analysis of the best use of the cash toll facilities no longer in use and planning for removal of the toll booths no longer needed is underway. Project Status The project started in FY 2016 with scope definition. Environmental The environmental impacts of the proposed improvements will be evaluated in detail; however, they appear at this stage to be minimal. Design The design for the toll booth removals will be performed in phases. Phase I to remove the toll booths at dual lane entrance and exit ramps is underway and expected to be completed in June of 2016. Design of future phases has not yet commenced. The design scope of other improvements will follow further definition of the project. Construction There will be lane and ramp closures along with demolition related to the toll booth removal work. Cost/Budget Total Project Costs are estimated as shown in Table 12. Schedule The study will be developed and finalized in FY 2016 along with Phase I of the toll booth removals. Construction for Phase I of the toll booth removals is scheduled for FY 2017.

35

Table 12

Activity FY15 &

Prior


Proposed FY17

FY18 & Later Total

Preliminary Study $ - $ 59 $ - $ - $ 59 Toll Booth Removal Phase 1 - 137 2,588 - 2,725 Toll Booth Removal Phase 2 - - - TBD TBDToll Booth Removal Phase 3 - - - TBD TBD

Total $ - $ 196 $ 2,588 $ - TBD

In $1,000

San Joaquin Hills Toll Plaza Facility Improvements

36

SJHTCA Future Widening Projects

Over the past two decades, the Orange County toll roads have become an integral part of the regional transportation system. Customer surveys show that people depend on The Toll Roads for reliability in the travel time it takes to reach their destination. As regional travel demand grows and the freeway and arterial system become more congested, the toll road system can sometimes experience congestion as well. In order to preserve dependable travel times, system expansion projects may be warranted. The transportation corridor system is designed to be expanded with additional lanes as traffic demand and volumes grow. Space is also provided within the median for either additional travel lanes and/or potential transit facilities as the County of Orange and surrounding communities mature. Since the corridors were originally planned there have been several changes to key factors that influence travel demand. These factors include residential and non-residential development changes, shifts in population and employment, changes to the arterial highway system and changes in commuter behavior. Several widening projects have taken place on the toll road system since the original project construction in the late 1990’s (see Completed Projects).

37

SJHTCA Future Interchanges

Just as all lanes of the toll road system were not constructed along with the original project, several interchanges were also deferred during the original construction. The need for these deferred interchanges has changed over the years, for many of the same reasons affecting the widening projects. Major developer open space land dedications have reduced the need for some planned interchanges while new land uses have created demand for interchanges at previously unplanned locations. The following interchanges have been included in the long range plans for the toll road system and are included in the CIP. The timing for development of these interchanges will be evaluated annually as part of this document. As projects are advanced, they will be moved into the near- or mid-term categories. 73 @ Glenwood/Pacific Park Drive Phases 2 & 3 This interchange was deferred during the original construction of the 73 toll road. In 2003, the Agency, in partnership with OCTA and the County of Orange, developed a partial interchange (ramps to and from the 73 to the north). The future Phase 2 of the interchange completes the interchange movements with ramps to and from 73 to the south. The future Phase 3 is an expansion/reconfiguration of the northbound on ramp from Glenwood and provides for more intersection and mainline capacity by braiding the northbound on-ramp with the El Toro off-ramp. The need for the future phases of this interchange will be evaluated annually during the CIP approval process.

Figure 2

38

73 @ Jamboree Road Two of the ramps at the 73/Jamboree Road interchange were deferred during the original construction of the 73 toll road.

Ramp JR-1 This ramp is a northbound 73 off-ramp to Jamboree Road (intersection at Bristol Street North). The northbound 73 MacArthur Boulevard exit currently serves this movement with drivers turning left at Jamboree to access Bristol Street North. The current design requires removal of the existing northbound loop ramp from Jamboree to the 73. Ramp JR-5 This ramp is a northbound on-ramp to the 73 from Jamboree Road. This ramp exits northbound Jamboree Road before San Diego Creek and is a flyover structure over San Diego Creek, Bayview Way, the Fletcher-Jones Mercedes-Benz dealership, Jamboree Road and State Route 73 before merging into the northbound mainline of the 73.

Figure 3

39

Completed Projects

Since implementing the Capital Improvement Plan, fourteen projects have been completed. These projects were funded in the CIP budget each year during the design and construction phases. A brief discussion of the scope of each project is listed below.

Completed Capital Projects (FY97 thru FY15)

Table 13

No. Title

Total Project

Cost ($M)

1 241 Banderas Bridge Overcrossing $ 1.2

2 Santa Margarita Parkway On‐Ramp Widening $ 11.6

3 Arroyo Trabuco Southbound Bridge Widening $ 8.5

4 241 northbound widening $ 15.3

5 Tomato Springs Toll Plaza Third AVI Lanes $ 3.1

6 Landscaping Enhancements $ 5.0

7 Toll Plaza Water & Wastewater $ 0.2

8 133 Widening $ 5.4

9 Windy Ridge FasTrak Lane Widening $ 10.6

10 All‐Electronic Tolling $ 11.6

Total F/ETC $ 72.4

1 73 @ Glenwood Interchange Phase I $ 8.5

2 Landscaping Enhancements $ 2.3

3 73 Northbound Roadway Widening $ 15.0

4 All‐Electronic Tolling $ 5.0

Total SJHTC $ 30.9

Total All Projects $ 103.3

San Joaquin Hills Corridor

Foothill/Eastern Corridor

39

4

40

Foothill/Eastern Transportation Corridor Agency Completed Projects

1. 241 Banderas Bridge Overcrossing. - This project provided a new overcrossing of the 241 Toll Road between Antonio Parkway and Santa Margarita Parkway. It was sponsored by the City of Rancho Santa Margarita to provide improved traffic circulation within the City. The F/ETCA contributed $1.22 million as its fair share of the project costs. The project was completed and opened to traffic in October 2002. 2. Santa Margarita Parkway On-Ramp Widening - The northbound on-ramp at this location previously narrowed to a single lane prior to merging into the mainline. This project added a second lane to the ramp to address high peak-hour traffic volumes, which also required widening the 1,500 foot long Arroyo Trabuco Creek Bridge. The bridge was widened to the Ultimate Corridor configuration at a total project cost of $11.57 million. This project was completed in 2005. 3. Arroyo Trabuco Southbound Bridge Widening. - In bidding Project No. 3 above, the contractor was asked to price a similar widening of the southbound traffic structure thereby allowing both northbound and southbound structures to be widened to their Ultimate Corridor width at the same time. This would allow only one disruption of the Arroyo Trabuco Creek below the bridge. The project was designed and constructed including the addition of a second exit lane to Santa Margarita Parkway at a total project cost of $8.52 million. This project was completed in early 2005. 4. 241 northbound widening – One additional mixed flow lane was constructed in the median of the 241 northbound from Arroyo Trabuco Creek to Bake Parkway. This project included the widening of five twin northbound and southbound bridges to their Ultimate Corridor configuration. Construction was completed in late 2003 at a total project cost of $15.28 million. 5. 241 Tomato Springs Toll Plaza Third FasTrak Lanes – These lanes were added to address increasing traffic volumes and FasTrak usage at this SR 241 location. Included was a reconfiguration of the lane delineation between the toll plaza and the adjacent SR 133 Interchange to encourage FasTrak as the predominant toll payment method. Construction was completed in the spring of 2004 at a total project cost of $3.11 million. 6. Landscaping Enhancements – Two separate contracts were designed and constructed/installed on the 241 and 261 Corridors. These were completed at project costs totaling $5 million. Grant funds of $750,000 reduced the Agency’s net cost by that amount. Implementation was completed in 2004. 7. Toll Plaza Water & Wastewater – Improvements to the toll plaza water and wastewater systems were completed at three mainline toll plazas on the 241, 261 and 133 Toll Roads, including one new connection to a public sewer. These were completed in early 2002 at a cost of $223,000. 8. 133 Widening – One mixed flow lane was added in each direction from I-5 to 241 along with median guard rail for most of the 2.5 mile project length. Construction was completed in the fall of 2005 at a project cost of $5.39 million. 9. Windy Ridge FasTrak Lane Widening - The project added a third general purpose FasTrak lane in each direction within the 241 roadway median through the Windy Ridge Mainline Toll Plaza from south of the Southern California Edison (SCE) wildlife undercrossing to north of the

41

Windy Ridge wildlife undercrossing, a distance of 3.0 miles. Widening the southbound SCE bridge and the northbound Windy Ridge Wildlife bridge was also included in the project. The project was opened to traffic in October 2009. 10. All-Electronic Tolling – In May 2014, the Agencies ceased collecting cash on the system. This was a multi-year process that involved each of the departments within the TCA. All-Electronic Tolling provides for license plate tolling for those that do not have a FasTrak account. The work was done in conjunction with a pressing need to replace outdated tolling equipment throughout the system. 11.Wildlife Safety Fence Phases 1, 2A, and 2B – In FY 2016, Phases 1, 2A, and 2B were constructed. This 6.4 mile stretch along SR 241 from the Chapman/Santiago Canyon Road interchange to SR-91 is the first portion of the fence to be completed and is expected to reduce the wildlife-vehicle collisions on the SR 241.

42

San Joaquin Hills Transportation Corridor Agency Completed Projects

1. 73 @ Glenwood Interchange Phase I – This project included the design and construction of ramps to and from the north at Glenwood/Pacific Park Drive on the 73 Toll Road. Work was performed under a design-build contract with construction completed in April 2003 at a total project cost of $8.50 million. Just under $6.7 million was received by the San Joaquin Hills Agency in grant funding for the project. 2. Landscaping Enhancements – A contract was completed to enhance the landscaping at interchanges along the SR 73, at a cost of $2.30 million. 3. 73 Northbound Roadway Widening – This project added a fourth lane to the northbound mainline in two locations: 1) from the former lane drop north of Aliso Viejo Parkway to north of the Laguna Canyon Road entrance ramp, a distance of 2.4 miles, and 2) from the Catalina View Mainline Toll Plaza cash lane merge, to the MacArthur Blvd. exit, a distance of 3.3 miles. The project was opened to traffic in December 2009. 4. All-Electronic Tolling – In May 2014, the Agencies ceased collecting cash on the system. This was a multi-year process that involved each of the departments within the TCA. All-Electronic Tolling provides for license plate tolling for those that do not have a FasTrak account. The work was done in conjunction with a pressing need to replace outdated tolling equipment throughout the system.

X SAN JOAQUIN HILLS BOARD OF DIRECTORS File No. 2016J-035 X FOOTIDLL/EASTERN BOARD OF DIRECTORS


SUBJECT: Corridor Management Group Task Order No. T0-004; Real Property Services



1. Authorize the Chief Executive Officer (CEO) to issue Task Order No. T0-004 with Corridor Management Group for real property support in the amount of $194,650.

2. Authorize the CEO to execute additional changes within ten percent ($19,465) of the above amount.


I. Authorize the Chief Executive Officer (CEO) to issue Task Order No. T0-004 with Corridor Management Group for real property support in the amount of $683,900.


SUMMARY:

Staff is recommending the approval of Task Order No. T0-004 with Corridor Management Group (Contract KOOl 065) to assist with real property services. Work under this Task Order includes performing appraisals, title repmts, surveying and plotting of easements, as well as the funding of escrow costs, which equate to approximately 3% for each transaction, and other real prope1ty tasks needed to assist Agency staff with the acquisition and conveyance of mitigation properties.

CONTRACTOR/CONSULTANT: Corridor Management Group (CMG) Orange, California

COST: SJH: $194,650 FE: $683,900

REPORT WRITTEN BY: Valarie McFall, Chief Environmental Planning Officer (949) 754-3475

REVIEWED BY:

SUBMITTED BY:

Communications Engineering Environmental Finance Strategic Planning

er

Toll Operation=srfi~S~~===~~=~

COMMITTEE TRANSMITTAL

DATE: April 14, 2016 TO: Members of Board of Directors FROM: Valarie McFall, Chief Environmental Planning Officer SUBJECT: Corridor Management Group Task Order No. TO-004; Real Property Services Joint Environmental Ad Hoc Committee Meeting / May 21, 2015 Present: Ross Chun, Scott Schoeffel, Chuck Puckett, Lisa Bartlett, Christina Shea,

Todd Spitzer, Laurie Davies Absent: Lucille Kring Committee Discussion Staff provided the committee with an update on the transfer of the agencies’ mitigation lands to their ultimate owner(s). The discussion included an overview of the mitigation parcel locations and the potential entity that each parcel would be conveyed to. For the Foothill/Eastern Transportation Corridor Agency, the identified parcels include Upper Chiquita Canyon Conservation Easement and Live Oak Plaza Mitigation Site. Properties owned by the San Joaquin Hills Transportation Corridor Agency include Coyote Canyon Landfill and the Bonita Creek Mitigation Site. Staff will continue to keep the Committee apprised of the status of the property conveyance. Joint Environmental Committee Meeting / January 21, 2016 Present: Melody Carruth (Acting Chair), Lucille Kring, Chuck Puckett, Todd Spitzer Absent: Ross Chun, Christina Shea, Laurie Davies, Kerry Ferguson, Kathy Ward Committee Discussion Staff provided an update on activities held with other entities identified as potential future owners of TCA mitigation properties. These activities included conducting meetings and field tours of the TCA properties with staff, consultants, biologists and land managers to review the existing conditions of each property. .

Corridor Management Group Task Order No. TO-004; 2016J-035 Real Property Services Page 2 of 2

Joint Environmental Committee Meeting / April 21, 2016 Present: Ross Chun (Chair), Christina Shea (Vice-Chair), Melody Carruth, Laurie

Davies, Kerry Ferguson, Lucille Kring, Kathy Ward Absent: Chuck Puckett, Todd Spitzer Committee Discussion Staff discussed the need for a new task order with Corridor Management Group (CMG Contract K001065) to assist with real property services. Staff explained to the Committee that work under this task order would include performing appraisals, title reports, surveying and plotting of easements, as well as other miscellaneous tasks needed to assist Agency staff with the acquisition and conveyance of mitigation properties. The Committee discussed the costs associated with the work and asked if the costs and services had been compared to other companies that offer the same services. Staff explained that real estate services was one of the requirements sought by the Agency when the CMG contract was competitively procured in January 2016. This will be a time and material basis-task under the already approved CMG contract Recommendation: Authorize staff to recommend to the Boards’ of Directors an

amendment to Contract K001065 with Corridor Management Group to provide real property support services.

MOTION: Kring SECOND: Carruth VOTE: Unanimous


DATE: May 12, 2016 TO: Foothill/Eastern Transportation Corridor Agency Board of Directors San Joaquin Hill Transportation Corridor Agency Board of Directors FROM: Valarie McFall, Chief Environmental Planning Officer SUBJECT: Corridor Management Group Task Order No. TO-004: Real Property Services STAFF RECOMMENDATION:


1. Authorize the Chief Executive Officer (CEO) to issue Task Order No. TO-004 to Contract K001065 with Corridor Management Group for real property support in the amount of $194,650.



1. Authorize the Chief Executive Officer (CEO) to issue Task Order No. TO-004 to Contract K001065 with Corridor Management Group for real property support in the amount of $683,900.


BACKGROUND: On January 14, 2016, the Foothill/Eastern Transportation Corridor Agency and San Joaquin Hills Transportation Corridor Agency (TCA) Boards of Directors approved the award of a contract to the Corridor Management Group (CMG) for design/program management support and specialty services, including right of way engineering and acquisition services. CMG is a joint venture of WSP/Parsons Brinckerhoff, Inc. and HNTB Corporation, supported by Atkins. CMG’s contract

Corridor Management Group Task Order No. TO-004 File No. 2016J-035 Real Property Services Page 2 of 3

provides cost-effective staff augmentation for the TCA across a variety of technical and administrative specialties, including support services related to right of way and real property as provided by their sub-consultant Overland, Pacific and Cutler (OPC). Established in 1980, OPC provides right-of-way and real estate services, including, but not limited to program management, right-of-way and real estate acquisition, relocation, utility coordination, real estate appraisal, project cost studies, property management, and right-of-way risk management, all led by industry-recognized subject matter experts. DISCUSSION: During the construction of The Toll Roads, TCA was required to offset construction impacts through various means of mitigation, including restoration of previously disturbed lands and acquisition of property for permanent open space and preservation. Today, TCA has acquired, restored and preserved more than 2,000 acres of open space. Currently, staff is in the process of identifying other suitable lands for acquisition and transferring the mitigation properties to other entities. To complete these acquisitions and conveyances, staff requires the specialty services of OPC, through the CMG Design/Program Management and Specialty Services contract to perform specific right of way engineering and acquisition tasks. These specialty services include:

• mapping of existing easements, • ordering and reviewing preliminary title reports, • conducting appraisals and site assessments, • preparing legal descriptions, • coordinating with other entities and TCA general counsel, and • other real property services miscellaneous activities, including all costs and documents

related to escrow and the closing of the real property acquisitions and conveyances. The mitigation properties identified for acquisition and conveyance include: Foothill/Eastern Transportation Corridor Agency

• New Mitigation Properties Acquisition (1,000 acres) • Upper Chiquita Canyon Conservation Easement Transfer (1,158 acres) • Live Oak Canyon Transfer (23.2 acres)

San Joaquin Hills Transportation Corridor Agency

• Bonita Creek Mitigation Site Transfer (39 acres) • Coyote Canyon Landfill Mitigation Site Transfer (122 acres)

Corridor Management Group Task Order No. TO-004 File No. 2016J-035 Real Property Services Page 3 of 3

Mitigation Property

Prelim. Title

Reports Site

Assessment Appraisal

Report

Mapping & Legal

Desc. Escrow Closing

Cost Cont-

ingency Subtotal Total

Foothill/Eastern New Mitigation Properties $ 17,000 $ 5,000 $ 30,000 $ 60,000 $ 4,500 $200,000 $ 20,000 $336,500

$683,900 Upper Chiquita Canyon Conservation Easement Transfer $ 10,000 $ 10,000 $ 20,000 $ 4,000 $ 2,000 $216,000 $ 20,000 $282,000 Live Oak Canyon Transfer $ 1,400 $ 10,000 $ 20,000 $ 2,000 $ 2,000 $ 10,000 $ 20,000 $ 65,400

San Joaquin Hills

Bonita Canyon Transfer $ 10,650 $ 30,000 $ 20,000 $ 12,000 $ 4,000 $ 30,000 $ 20,000 $126,650 $194,650 Coyote Canyon Transfer $ 4,000 $ 10,000 $ 20,000 $ 2,000 $ 2,000 $ 10,000 $ 20,000 $ 68,000

Staff discussed the land transfer at the May 21, 2015, January 21 and April 21, 2016, Joint Environmental Committee Meetings and provided the Committee with staff’s recommended approach to transfer the Agencies’ mitigation lands to their ultimate owner(s). The discussion included an overview of the mitigation parcel locations and the potential entity that each parcel would be conveyed to. To date, staff has conducted meetings and field tours with potential future owners of the TCA properties. The tours were provided to allow other Agency staff, consultants, biologists and land managers to review the existing conditions of each property. Staff will continue to keep the Joint Environmental Committee and Boards apprised of the status of the property conveyance. Prior to completing the transfer of these properties, staff will return to the Boards with the applicable transfer agreements and costs for approval. BUDGET: Funding for activities to be completed during Fiscal Year (FY) 2016 is included within the adopted FY16 budget. Funding for FY17 tasks will be subject to the Boards’ adoption of the FY17 budget. CONCLUSION: Staff is recommending the approval of Task Order No. TO-004 with Corridor Management Group (Contract K001065) to assist with real property services. Work under this Task Order includes performing appraisals, title reports, surveying and plotting of easements, as well as the funding of escrow costs, which equate to approximately 3% for each transaction, and other real property tasks needed to assist Agency staff with the acquisition and conveyance of mitigation properties.

PROCUREMENT SUMMARY REPORT

File No. 2016J-035

Contract #: K001065

Task Order #: TO-004

Title: Design/Program Management and Specialty Services

Real Property Services Consultant: Corridor Management Group (Orange, CA)

Subconsultant: Overland, Pacific & Cutler, Inc. (Irvine, CA)

Procurement Process Type: Negotiated Task Order Award Criteria: Qualifications Price: Not-to-Exceed $878,550

Notes: On January 14, 2016, the Foothill/Eastern Transportation Corridor Agency and San Joaquin Hills Transportation Corridor Agency (TCA) Boards of Directors approved the award of a contract to the Corridor Management Group (CMG) for design and program management support. CMG is a joint venture of WSP/Parsons Brinckerhoff, Inc., and HNTB Corporation, supported by Atkins. CMG’s contract provides cost-effective staff augmentation for the TCA across a variety of technical and administrative specialties, including support services related to right of way and real property as provided by their sub-consultant Overland, Pacific and Cutler (OPC). Established in 1980, OPC provides right-of-way and real estate services, including, but not limited to program management, right-of-way and real estate acquisition, relocation, utility coordination, real estate appraisal, project cost studies, property management, and right-of-way risk management, all led by industry-recognized subject matter experts. Staff is recommending the approval of Task Order No. TO-004 with Corridor Management Group (Contract K001065) to assist with real property services. Work under this Task Order includes performing appraisals, title reports, surveying and plotting of easements, as well as the funding of escrow costs, which equate to approximately 3% for each transaction, and other real property tasks needed to assist Agency staff with the acquisition and conveyance of mitigation properties. Consultant was selected to provide Design/Program Management and Specialty Services through a competitive Request for Proposal previously approved by the Boards of Directors. Fully

burdened hourly labor rates remain unchanged. The contract contains standard indemnification language previously approved by legal counsel. Contract No. K001065 Compensation:

F/ETCA SJHTCA TOTAL DESCRIPTION

Task Order Nos. TO-001 through TO-003 $ 372,667 $ 133,270 $ 505,937

Right of way support, request for proposal support, construction inspection

Proposed Task Order No. TO-004 $ 683,900 $ 194,650 $ 878,550 Real property support Revised Task Order NTE Amount $ 1,056,567 $ 327,920 $ 1,384,487



File No. 2016J-039

SUBJECT: Annual Review and Compensation Adjustment for Chief Executive Officer, Michael A. Kraman


San Joaquin Hills Transportation Corridor Agency Rt>commendation:

As necessary, discuss and approve adjustment of the Chief Executive Officer's compensation based on the annual review of the CEO's performance and authorize the Chairman to execute an amendment to the CEO Employment Agreement.


As necessary, discuss and approve adjustment of the Chief Executive Officer's compensation based on the annual review of the CEO's performance and authorize the Chairman to execute an amendment to the CEO Employment Agreement.

SUMMARY:

The Boards of Directors will consider the performance of Michael A. Kraman as CEO and will recommend and approve adjustments to Mr. Kraman's compensation as deemed appropriate by the Boards.

CONTRACTOR/CONSULT ANT:

BUDGET:

REPORT WRITTEN BY:

REVIEWED BY:

SUBMITTED BY:

NIA

SJH: FIE:

George Joseph, General Counsel (949) 477-7636


~ ~ /t,.,. 4a-·'tt: r";-'1 George Joseph, General Counsel t:?

125 Pacifica, Irvine, CA 92618 949/754-3400 FAX 949/754-3467 DATE: May 12, 2016 TO: San Joaquin Hills Transportation Corridor Agency Board of Directors Foothill/Eastern Transportation Corridor Agency Board of Directors FROM: Ross Chun, Chair, San Joaquin Hills Board of Directors Craig Young, Chair, Foothill/Eastern Board of Directors SUBJECT: Annual Review and Compensation Adjustment for Chief Executive Officer,

Michael A. Kraman STAFF RECOMMENDATION: San Joaquin Hills Transportation Corridor Agency Recommendation: As necessary, discuss and approve adjustment of the Chief Executive Officer’s compensation based on the annual review of the CEO’s performance and authorize the Chairman to execute an amendment to the CEO Employment Agreement. Foothill/Eastern Transportation Corridor Agency Recommendation: As necessary, discuss and approve adjustment of the Chief Executive Officer’s compensation based on the annual review of the CEO’s performance and authorize the Chairman to execute an amendment to the CEO Employment Agreement. BACKGROUND: Pursuant to the Employment Agreement with the Chief Executive Officer (CEO), the Board of Directors (Board) is required to conduct an annual review of the performance of the CEO and may, in their discretion, approve any adjustments to the CEO’s compensation.

CEO Annual Review File No. 2016J-039 May 12, 2016 Page 2 of 2

DISCUSSION: Michael A. Kraman commenced service as the Transportation Corridor Agencies CEO on October 9, 2014. Per paragraph 4.4 of the CEO Employment Agreement, the CEO shall be reviewed by the Boards on an annual basis. The Boards, in their sole discretion, may adjust the base salary and/or determine to pay a merit bonus based on that evaluation of the CEO’s performance. CONCLUSION: Pursuant to the current CEO Employment Agreement, the Boards will conduct the required annual review of Mr. Kraman’s performance, and based upon that review, will make recommendations for adjustments to Mr. Kraman’s compensation as deemed necessary by the Boards.

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