FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY …

FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY BOARD OF DIRECTORS

AGENDA

May 8, 2014 9:30 a.m.

(Immediately following the San Joaquin Hills Board Meeting) TCA Offices

125 Pacifica, Irvine, CA 92618 AGENDA DESCRIPTIONS The agenda descriptions are intended to give notice to members of the public a general summary of items of business to be transacted or discussed. The listed action represents staff’s recommendation. The Board of Directors may take any action it deems to be appropriate on the agenda item, and is not limited in any way by the recommended action. In compliance with the Americans with Disabilities Act, if you require special accommodation for this meeting, you should notify the Clerk of the Board 24 hours prior to the meeting at (949) 754-3492. The agenda is posted at the TCA office and is also available on the website at www.thetollroads.com. Materials distributed to the majority of the members of the TCA Board of Directors in connection with any matter subject to consideration at this meeting in open session are available for public inspection at the TCA offices.

I. CALL TO ORDER

INVOCATION

(Director Eastman)

PLEDGE OF ALLEGIANCE (Chairwoman Bartlett) ROLL CALL Chairwoman Lisa Bartlett City of Dana Point Vice-Chairwoman Pat Bates County of Orange, 5th District Director Sam Allevato City of San Juan Capistrano Director Bob Baker City of San Clemente Director Tony Beall City of Rancho Santa Margarita Director Gail Eastman City of Anaheim Director Michele Martinez City of Santa Ana Director Mark Murphy City of Orange Director Shawn Nelson County of Orange, 4th District Director Charles Puckett City of Tustin Director Rhonda Reardon City of Mission Viejo Director Christina Shea City of Irvine Director Todd Spitzer County of Orange, 3rd District Director Scott Voigts City of Lake Forest Director Craig Young City of Yorba Linda Ryan Chamberlain Caltrans, Ex-Officio Member

http://www.thetollraods.com/

F/ETCA Board Of Directors Agenda May 8, 2014

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

III. CONSENT CALENDAR (Items 1-6) 1. MINUTES OF THE SPECIAL JOINT BOARD MEETING OF APRIL 10, 2014 (Kathleen Loch, Clerk of the Board) REPORT NO. 2 (2014F-001) ACTION: Approve Minutes. MINUTES OF THE FOOTHILL/EASTERN BOARD OF DIRECTORS MEETING –APRIL

10, 2014 (Kathleen Loch, Clerk of the Board) REPORT NO. 2A (2014F-001) ACTION: Approve Minutes. 2. FOOTHILL/EASTERN INVESTMENT REPORT (Diane Farson, Manager, Treasury) REPORT NO. 6 (2014F-003) Enclosed are the monthly investment reports for the Foothill/Eastern Transportation Corridor

Agency (F/ETCA) as of March 31, 2014. As of March 31, 2014, 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. 3. CALTRANS COOPERATIVE AGREEMENT FOR THE SR 241/91 EXPRESS LANES

CONNECTOR PROJECT - PROJECT APPROVAL & ENVIRONMENTAL DOCUMENT PHASE

(Juliet Su, Corridor Manager - Design) REPORT NO. 7 (2014F-016)

Authorizing the Cooperative Agreement, District Agreement No. 12-643, to be executed will allow the TCA to continue developing the SR 241/91 Express Lanes Connector Project PA&ED phase with Caltrans providing independent quality assurance review as the design oversight agency and acting in the capacity of lead agency for the environmental document. The cooperative agreement sets forth the responsibilities of each agency, defines the funding obligations of each agency, and explains how the TCA and Caltrans will cooperate together through the PA&ED phase of the project.


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ACTION: Authorize the chief executive officer to execute the Cooperative Agreement for the SR241/91 Express Lanes Connector Project Approval & Environmental Document (PA&ED) phase, District Agreement No. 12-643.

4. THIRD QUARTER FISCAL YEAR 2014 BUDGET STATUS REPORT (Maria Fazio, Manager, Budget & Planning) REPORT NO. 9 (2014F-015)

Through the end of the third quarter of Fiscal Year 2014, the Foothill/Eastern Transportation Corridor Agency received a total of $127.2 million in revenue or 82.6% of the annual amended budget. Net Toll Revenue, Fees and Penalties, Development Impact Fees, Interest Earnings, and Other Revenue were above target at 76.7%, 84.7%, 141.8%, 82.0%, and 82.3%, respectively. Grants were under budget at 19.4%.

Total uses were at $101.5 million or 50.3% of the annual amended budget through the end of the third quarter. Administration, Planning, Environmental and Construction, and Toll Operations are below the annual amended budget at 50.0%, 20.8% and 70.4%, respectively. Debt was at an expected 55.0%.

ACTION: Receive and file. 5. EXTENSION OF THE DEPARTMENT OF CALIFORNIA HIGHWAY PATROL (CHP)

CONTRACTS (Joyce Hill, Deputy Director, Customer Service)

REPORT NO. 16 (2014J-018)

Staff recommends continuing to contract with the State of California for use of CHP officers for toll violation enforcement through June 30, 2015. The purpose for CHP enforcement under these contracts is toll violation deterrence. CHP officers pursue motorists with no-plates or obscured plates who purposely avoid toll payment. In addition, the officers are given a weekly “hot-list” which provides detailed information regarding specific repeat violators. This program is successful in controlling the growth-rate of no-plate and obscured violation occurrences. Staff is recommending an extension of the contracts with the CHP for one year of service at a cost of $335,664 for F/ETCA and $197,136 for SJHTCA.

ACTION: 1. Authorize the acting chief executive officer (CEO) to execute an amendment to the CHP

Contracts K000030 and K000029 for Toll Violation Enforcement extending the term through June 30, 2015.

2. Approve additional funding for Fiscal Year 2015 (FY15), in the amount of $231,608 for CHP Contract K000030, covering on-road toll violation enforcement support through the Santa Ana CHP office; and, $104,056 for support through the San Juan Capistrano office under CHP Contract K000029.

3. Authorize the acting CEO to execute additional changes to the contracts within five percent ($16,783) of the contract values without further Board of Director’s action.


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6. WATER AND WASTEWATER SERVICES CONTRACT – JIMNI SYSTEMS, INC. (Kurt Machtolf, Facilities Manager) REPORT NO. 17 (2014J-015)

JIMNI Systems Inc. provides annual water and wastewater maintenance and repair services for The Toll Roads’ privately owned wastewater, potable water and reservoir systems. This service contract was re-bid in June of 2011 and JIMNI Systems was awarded a one-year contract with two one-year options. To retain Jimni System’s expertise, experience and scalable contract pricing during the Tomato Springs reservoir decommissioning and All Electronic Tolling (AET) projects, staff recommends approval of an additional third and final one-year contract extension. The contract unit pricing will match the 2013 CPI increase of 1.1 percent.

ACTION: 1. Authorize the acting chief executive officer (CEO) to execute a third and final one-year

contract extension to JIMNI Systems, Inc., extending the term through June 30, 2015. 2. Approve additional funding for Fiscal Year 2015 (FY15), in the amount of $258,000 for

JIMNI Contract K000664. 3. Authorize the acting CEO to execute additional changes to this contract within ten percent of

the authorized expenditure without further Board action.

IV. BOARD BUSINESS (ITEM 7-12) 7. CONTRACTS AND PROCUREMENT SYSTEM POLICY AND PROCEDURES MANUAL

(CAPS MANUAL) PROPOSED REVISIONS (Eileen Harrigan, Manager, Contracts & Procurement) REPORT NO. 12 (2014J-017)

Staff, with direction from the Joint Procurement Ad Hoc Committee, is recommending certain modifications to the CAPS Manual. In February 2014 a Joint Procurement Ad Hoc Committee was formed to review the agencies’ procurement policies and procedures. It was determined adequate controls exist; however, changes could be made to improve accountability and visibility and ensure the Board Members are fully aware of ongoing activity. Recommended changes include (1) modification of the authority granted to the CEO to restrict non-competitively procured agreements with an individual vendor, to a cumulative maximum of $25,000 per agency, per fiscal year, and (2) replacement of the current Quarterly Report of Routine Business Expense Contracts with a Quarterly Report of Procurement Activity. These changes will enhance controls and transparency while reinforcing the agencies’ core policy of seeking a maximum of competition in contracting activities, where possible, consistent with timely completion of the agencies’ programs and ensuring accountability to the public and bondholders. The attached presentation provides a recap of the Ad Hoc Committee discussions and decisions. Specific modifications to the CAPS Manual will be presented to the Boards of Directors for action at a future meeting.

ACTION: Receive and file.


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8. TOLL ENFORCEMENT AND CUSTOMER SERVICE CENTER CONTRACT AMENDMENT

(James T. Gallagher, Chief Toll Operations Officer) REPORT NO. 14 (2014J-019)

In order to continue providing quality customer service and violation processing and collections, staff recommends approval of the scope and funding for FY15. The fixed price annual contract value is $4,494,140 for Foothill/Eastern Transportation Corridor Agency and $2,213,536 for San Joaquin Hills Transportation Corridor Agency. The contract provides for a 30-day cancellation period, thus this action is needed now to comply with the contract in the event of cancellation. A staff initiative in FY15 is to reprocure this service for the following fiscal year.

ACTION: Authorize the acting chief executive officer (CEO), subject to approval of the Fiscal Year 2015

(FY15) budget, to execute Amendment No. 24 to Contract No. K000164 to fund the 3M Company (3M) Toll Enforcement and Customer Service Center Contract for FY15 in the total amount of $4,494,140.

9. ADMINISTRATIVE ADJUSTMENT BUDGET AMENDMENT THAT RESULTED FROM

EXECUTION OF REFINANCING TRANSACTION (Amy Potter, Chief Financial Officer) REPORT NO. 15 (2014F-014)

The refinance transaction was approved by the Board on October 10, 2013 to be executed within certain parameters. The bonds were sold on December 12, 2013 and the transaction closed on January 2, 2014. The transaction was executed within all of the Board approved parameters and resulted in a reduction in debt service of approximately $1 billion between 2015 and 2040. Due to the agency’s accrual basis budget requirements, a FY14 budget amendment is necessary in the amount of $21,331,366. This amendment is necessary for budgetary purposes but will not require an outlay of additional funds due to the freeing up of cash that would have been used to advance fund principal in FY14 for FY15 if the 1999 bonds had not been refinanced. In addition, as a result of the refinance transaction, $15,659,764 of escrow defeasance that had been budgeted in FY14 in order to meet the debt service coverage covenant will not be needed.

ACTION: Approve Resolution No. F2014-002 amending the Foothill/Eastern Transportation Corridor

Agency Fiscal Year 2014 (FY14) Budget in the amount of $21,331,366. This action serves as an administrative adjustment to the budget as a result of execution of the refinance transaction approved by the Board on October 10, 2013.

10. TCA FASTRAK® LOYALTY PROGRAM FEASIBILITY STUDY (Lisa Telles, Chief Communications Officer) REPORT NO. 18 (2014J-009)

Staff is recommending the approval of a contract with Truth in Loyalty to conduct a feasibility study for implementation of a loyalty program for TCA FasTrak account holders that will add value and increase toll road usage.

ACTION: Authorize the Acting CEO to sign a contract with Truth in Loyalty to conduct a FasTrak loyalty/affinity

program for TCA FasTrak account holders for a not to exceed amount of $52,260 (Phase I).


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11. FISCAL YEAR 2015 CAPITAL IMPROVEMENT PLAN (David Lowe, Acting Chief Engineer) REPORT NO. 13 (2014J-016)

This annual update to the CIP for each agency outlines the currently proposed near-term capital projects and those recommended to be implemented in the mid-term and long-term basis. Funding levels for the FY15 budget are proposed and recommended by staff.

ACTION: 1. Approve the Capital Improvement Plan (CIP) for the Foothill/Eastern (SR 133, 241, 261)

Corridors; 2. Direct staff to implement the Foothill/Eastern CIP as included in the proposed Fiscal Year

2015 (FY15) budget in the amount of $17.43 million. 12. CONTINUATION OF ACTING CEO (Lisa Bartlett, Foothill/Eastern Transportation Corridor Agency Chairwoman) REPORT NO. 19 (2014J-027)

Michael Kraman was appointed Acting CEO on February 27, 2014. The chairs of the Boards of Directors are recommending that Mr. Kraman continue in that role through December 31, 2014 and that the Boards of Directors revisit and discuss the future of the CEO position at the December 2014 Boards of Directors meetings.

ACTION: Approve the continued appointment of Mike Kraman as Acting CEO through December 31,

2014. CHIEF EXECUTIVE OFFICER’S REPORT (Michael Kraman, Acting Chief Executive Officer)

• Traffic & Revenue Report (James Gallagher, Chief Toll Operations Officer)

• All Electronic Tolling Update

(James Gallagher, Chief Toll Operations Officer) DIRECTORS’ REPORTS AND NEW BUSINESS (Lisa Bartlett, Chairwoman)

• Announcement of Leadership Elections – June Board Meeting

• Ad Hoc Committees – Monthly Reports


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V. CLOSED SESSION

CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION (Subdivision (a) of Government Code Section 54956.9)

• California State Parks Foundation, et al. v. Foothill/Eastern Transportation Corridor

Agency San Diego Superior Court, Case No. GIN051194

• The People of the State of California v. Foothill/Eastern Transportation Corridor Agency San Diego Superior Court, Case No. GIN051371

• Native American Heritage Commission v. Foothill/Eastern Transportation Corridor

Agency San Diego Superior Court, Case No. GIN051370

• Jeffrey A Turner v. Native American Heritage Commission San Diego Superior Court, Case No. 37-2008-00060583-CU-WM-NC

• California State Parks Foundation, et al. v. Foothill/Eastern Transportation Corridor

Agency San Diego Superior Court, Case No. 37-2013-00049797

• The People of the State of California v. Foothill/Eastern Transportation Corridor Agency San Diego Superior Court, Case No. 37-2013-00050001-CU-WM-NC

• California Regional Water Quality Control Board, San Diego Region, Waste Discharge

Requirements Tentative Order No. R-09-2103-0007

CONFERENCE WITH LEGAL COUNSEL-ANTICIPATED LITIGATION

• Initiation of litigation pursuant to subdivision (c) of Gov. Code Section 54956.95 (One potential case)

• Significant exposure to litigation pursuant to subdivision (b) of Gov. Code Section

54956.9 (One potential case)

• Initiation of litigation pursuant to subdivision (c) of Gov. Code Section 54956.9

(One potential case)

VI. FOOTHILL/EASTERN ADJOURNMENT

The next regularly scheduled meeting of the Foothill/Eastern Board of Directors is June 12, 2014, at 9:30 a.m., TCA Offices, 125 Pacifica, Irvine, CA 92618.

__ TECHNICAL ADVISORY COMMITTEE __ SAN JOAQUIN HILLS COMMITTEE

FOOTHILL/EASTERN COMMITTEE ---__ JOINT ADMINISTRATION COMMITTEE __ LEGAL AND LEGISLATIVE COMMITTEE

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

Report No. 2 File No. 2014F-001

NEXT BOARD MEETING DATE: To Be Dete1mined by the Board of Directors

SUBJECT: Minutes - Special Meeting of the Boards of Directors - April 10, 2014

STAFF RECOMMENDATION:

Approve minutes.

REPORT WRITTEN BY:

REVIEWED BY:

Kathleen Loch, Clerk of the Board

Engineering/Environmental Communications/Public Affairs Finance Toll Operations

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

SPECIAL JOINT MEETING OF THE BOARDS OF DIRECTORS

Lisa Bartlett, Chair of the Board of Directors of the Foothill/Eastern Transportation Corridor Agency and Rush Hill, Chair of the Board of Directors of the San Joaquin Hills Transportation Corridor Agency, hereby call

the following special joint meeting of the Boards to be conducted at the following time and location:

April 10, 2014 9:30 a.m.

TCA Offices Board Room

MINUTES

I. CALL TO ORDER

The meeting was called to order at 9:30 a.m.

INVOCATION (Director Spitzer)

PLEDGE OF ALLEGIANCE (Chairman Hill)

ROLL CALL – SAN JOAQUIN HILLS BOARD OF DIRECTORS Chairman Rush Hill City of Newport Beach Vice-Chairman Scott Schoeffel City of Dana Point Director Sam Allevato City of San Juan Capistrano Director Pat Bates County of Orange, 5th District Director Melody Carruth City of Laguna Hills Director Ross Chun City of Aliso Viejo Director Jim Evert City of San Clemente Director Bert Hack City of Laguna Woods Director Michelle Martinez City of Santa Ana Director Robert Ming City of Laguna Niguel Director Rhonda Reardon City of Mission Viejo Alternate Jim Righeimer City of Costa Mesa Director Christina Shea City of Irvine Director Todd Spitzer County of Orange, 3rd District Adnan Maiah Caltrans, Ex-Officio Member

Special Joint Boards of Directors Meeting Minutes April 10, 2014

Page 2 of 3

ROLL CALL – FOOTHILL/EASTERN BOARD OF DIRECTORS Chairwoman Lisa Bartlett City of Dana Point Vice Chairwoman Pat Bates County of Orange, 5th District Director Sam Allevato City of San Juan Capistrano Director Bob Baker City of San Clemente Director Tony Beall City of Rancho Santa Margarita (Arrived during

Closed Session) Director Gail Eastman City of Anaheim Director Michelle Martinez City of Santa Ana Director Mark Murphy City of Orange Director Shawn Nelson County of Orange, 4th District (Arrived during

Closed Session) Director Charles Puckett City of Tustin Director Rhonda Reardon City of Mission Viejo Director Christina Shea City of Irvine Director Todd Spitzer County of Orange, 3rd District Director Scott Voigts City of Lake Forest Director Craig Young City of Yorba Linda Ryan Chamberlin Caltrans, Ex-Officio Member

OATH OF OFFICE

Chairman Hill administered the Oath of Office to Alternate Director, Jim Righeimer, from the City of Costa Mesa.

II. PUBLIC COMMENTS

There were no public comments.

III. CLOSED SESSION

Legal Counsel George Joseph reported the need for a closed session with legal counsel regarding anticipated litigation under Government Code 54956.95 subdivision (c), with no anticipated reportable action.

Director Spitzer commented that normally when the Board Members adjourn to a closed session, we have anticipated litigation where the agency is being sued and are the defendant in the case. What’s being noticed today is that in this the initiation of litigation the agency would be the plaintiff in the case.

The Boards of Directors adjourned to Closed Session at 9:40 a.m.

Special Joint Boards of Directors Meeting Minutes April 10, 2014

Page 3 of 3 CONFERENCE WITH LEGAL COUNSEL-ANTICIPATED LITIGATION

Initiation of Litigation pursuant to subdivision (c) of Section 54956.95

• One Case.

The Special Joint Board of Directors meeting was reconvened at 10:10 a.m.

IV. ADJOURNMENT

The meeting was adjourned at 10:10 a.m. The next regularly scheduled meeting of the San Joaquin Hills Board of Directors will be held April 10, 2014 at 9:30 a.m.

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

April 10, 2014 at 9:30 a.m. ATTEST:

Kathleen Loch, CAP-OM, Clerk of the Board

Sherri McKaig, Assistant Secretary to the Board

Lisa Bartlett, Chairwoman Rush Hill, Chairman Foothill/Eastern Board of Directors San Joaquin Hills Board of Directors

__ TECHNICAL ADVISORY COMMITTEE _ _ SAN JOAQUIN HILLS COMMITTEE _ _ F. OOTHILL/EASTERN COMMITTEE __ JOINT ADMINISTRATION COMMITTEE _ _ LEGAL AND LEGISLATIVE COMMITTEE __ .SAN JOAQUIN HILLS BOARD OF DIRECTORS

X FOOTHILL/EASTERN BOARD OF DIRECTORS

NEXT BOARD MEETING DATE: May 8, 201 4

Report No. 2a File No. 2014F-001

SUBJECT: Minutes - Meeting of the Boards of Directors - April 10, 2014


Approve minutes.

REPORT WRITTEN BY:

REVIEWED BY:

Kathleen Loch, Clerk of the Board


FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY BOARD OF DIRECTORS

MINUTES

April 10, 2014 9:30 a.m.

(Immediately following the San Joaquin Hills Board Meeting) TCA Offices

125 Pacifica, Irvine, CA 92618

I. CALL TO ORDER The meeting was called to order at 11:25 a.m. There was no need for the invocation and pledge as this took place at the Special Joint Board of Directors meeting, which preceded the Foothill/Eastern Board of Directors Meeting.

ROLL CALL Chairwoman Lisa Bartlett City of Dana Point Vice-Chairwoman Pat Bates County of Orange, 5th District Director Sam Allevato City of San Juan Capistrano Director Bob Baker City of San Clemente Director Tony Beall City of Rancho Santa Margarita Director Gail Eastman City of Anaheim Director Michele Martinez City of Santa Ana Director Mark Murphy City of Orange Director Shawn Nelson County of Orange, 4th District Director Charles Puckett City of Tustin Director Rhonda Reardon City of Mission Viejo Director Christina Shea City of Irvine Director Todd Spitzer County of Orange, 3rd District Director Scott Voigts City of Lake Forest Director Craig Young City of Yorba Linda Adnan Maiah Caltrans, Ex-Officio Member

II. PUBLIC COMMENTS

There were no public comments.

IV CONSENT CALENDAR (Items 1-10) Director Spitzer pulled Item Number 6 from the Consent Calendar for discussion. ACTION: Director Puckett moved the balance of the consent calendar, seconded by Director Eastman and

unanimously approved to: Approve Consent Calendar Items 1-5, and 7-9

F/ETCA Board Of Directors Minutes April 10, 2014

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1. MINUTES OF THE SPECIAL JOINT BOARD MEETING OF MARCH 13, 2014 (Kathleen Loch, Clerk of the Board) REPORT NO. 2 (2014F-001) ACTION: Approve Minutes. MINUTES OF THE FOOTHILL/EASTERN BOARD OF DIRECTORS MEETING –

MARCH 13, 2014 (Kathleen Loch, Clerk of the Board) REPORT NO. 2A (2014F-001) ACTION: Approve Minutes. 2. FOOTHILL/EASTERN INVESTMENT REPORT (Diane Farson, Manager, Treasury) REPORT NO. 6 (2014F-003) Enclosed are the monthly investment reports for the Foothill/Eastern Transportation Corridor

Agency (F/ETCA) as of February 28, 2014. As of February 28, 2014, 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. 3. FASTRAK® LICENSE AGREEMENT – RIVERSIDE COUNTY TRANSPORTATION COMMISSION (Patty Bond, Operations Analyst) REPORT NO. 7 (2014J-013)

The Transportation Corridor Agency (TCA) owns the FasTrak trademark and service marks. As new toll agencies are formed in California, TCA grants FasTrak License Agreements for the purpose of using the FasTrak trademark and service marks for electronic toll collection operations and marketing. Riverside County Transportation Commission (RCTC) requested a FasTrak License Agreement from TCA to implement electronic toll collection on the RCTC 91 Express Lanes. Staff recommends granting a FasTrak License Agreement to RCTC.

ACTION: Authorize the execution of a FasTrak License Agreement with RCTC for the purpose of using

the FasTrak trademark and service marks for electronic toll collection operations and marketing of RCTC 91 Express Lanes.


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4. MEMORANDUM OF UNDERSTANDING FOR CONTINUED OPERATION OF THE CENTER FOR DEMOGRAPHIC RESEARCH AT CALIFORNIA STATE UNIVERSITY, FULLERTON

(Doug Feremenga, Principal Environmental Analyst) REPORT NO. 8 (2014J-006) The attached MOU is a result of a collaborative effort by the Center for Demographic Research

(CDR) Sponsors and California State University Fullerton (CSUF), for continued support of the operation of the CDR for the next three years. The Transportation Corridor Agencies (TCA) entered into an agreement to sponsor the CDR in 1996, and has continued this arrangement since that time. The attached MOU provides for the continued operation of CDR for three additional years. Staff recommends that the Foothill/Eastern and San Joaquin Hills Transportation Corridor Agencies each provide $119,672 for a total amount of $239,344 to support these efforts through June 30, 2017.

ACTION: Approve and authorize the acting chief executive officer (CEO) to execute a three year MOU in the

amount of $119,672 by and between the CDR Sponsors (Sponsors) and CSUF for the continuation of a demographic unit within CSUF to provide countywide demographic and associated information.

5. SAN CLEMENTE INFORMATION/SERVICE CENTER LEASE EXTENSION (Terry Swindle, Deputy Director, Right-of-Way & Special Projects) REPORT NO. 9 (2014F-012) The Foothill/Eastern Transportation Corridor Agency opened The Toll Roads Information/Service

Center at 209 Avenida Del Mar, Suite 102 in San Clemente, in May 1999. Staff has negotiated a new five-year lease extension covering the period of May 1, 2014 through April 30, 2019.

ACTION: Authorize the acting chief executive officer (CEO) to execute a five-year lease extension for The

Toll Roads Information/Service Center at 209 Avenida Del Mar, Suite 102 in San Clemente with The Gutierrez Family Trust in the amount of $5,376 per month for the first year, with a 4.5% annual adjustment for years two through five.

7. CENTRAL PARKING SYSTEMS, INC. CONTRACT AMENDMENT (K000085) (James Gallagher, Chief Toll Operations) REPORT NO. 14 (2014J-014)

Staff recommends authorizing additional funds through the Central Parking Systems, Inc. (CPS) contract for All Electronic Tolling (AET)-related coverage required during on-road construction and toll system implementation. These funds are not-to-exceed $4,028 for the Foothill/Eastern Transportation Corridor Agency (FETCA) and $3,572 for the San Joaquin Hills Transportation Corridor Agency (SJHTCA).

ACTION: Authorize an amendment of $4,028 to Contract K000085 with CPS for additional Toll Attendant

and Toll Plaza Staff Management Services during the AET installation.


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8. ANNUAL MITIGATION MONITORING PROGRAM STATUS REPORT; EASTERN TRANSPORTATION CORRIDOR (STATE ROUTE 133/241/261)

(Valarie McFall, Director Environmental Planning) REPORT NO. 15 (2014F-009) Mitigation measures adopted as part of the Eastern Transportation Corridor Environmental Impact

Report No. 2 (SR 133, 261 and portions of 241) for the Foothill/Eastern Transportation Corridor Agency (F/ETCA) are being successfully implemented. Staff continues to work on various mitigation initiatives including the wildlife undercrossings along the SR 241; identifying an alternative location for the Limestone Canyon Mitigation Site; and implementing the agency’s annual cowbird trapping program. The next status report will be presented to the F/ETCA Board in April 2015.

ACTION: Receive and file. 9. STATE ROUTE 241 TESORO EXTENSION PROJECT COST BENEFIT ANALYSIS (Valarie McFall, Director Environmental Planning) REPORT NO. 17 (2014F-011) As part of the effort to finalize the SR 241 Tesoro Extension Project’s Environmental

Assessment to comply with the National Environmental Policy Act (NEPA), the preparation of a cost benefit analysis (CBA) will address questions raised about the benefits of the project when compared to the project’s overall expenditures. This analysis will be incorporated into the environmental document that is currently under preparation and will be one component when considering the entirety of the environmental analysis presented to the Federal Highway Administration (FHWA) when making their environmental determination on the project.

ACTION: 1. Authorize the acting chief executive officer (CEO) to execute a contract with The Brattle

Group in an amount not-to-exceed $75,000 to conduct a cost benefit analysis for the SR 241 Tesoro Extension Project.

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

future amendments within five percent ($3,750) of the above contracts without further action by the Board of Directors.

ITEM PULLED FROM THE CONSENT CALENDAR FOR DISCUSSION 6. QUARTERLY REPORT OF ROUTINE BUSINESS EXPENSE CONTRACTS (Eileen Harrigan, Manager, Contracts and Procurement) REPORT NO. 12 (2014J-011)

Per the procedures identified in the Contracts and Procurement Services Policies and Procedures Manual, adopted by the Boards of Directors in 2010, staff is providing a quarterly update report regarding the authorization by the chief executive officer (CEO) of routine business expense agreements. The attachments to this report identify those routine business expense agreements that have been approved or executed under CEO authority in the past quarter along with those that are currently anticipated to be executed in the upcoming quarter.



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Discussion by Board Members included: Question raised by Director Spitzer relative to whether or not there is anything in the Quarterly Report of Routine Business, that the Board is to vote on with respect to this agency, that was consistent with some of the issues raised with respect to the CEO’s authorization of contracts or the on-going use of contracts that had been let under the 2008 exception of not having to return the Board.

Acting CEO Kraman responded that there are no consulting contracts are contained within the report. The routine business expense report will be revamped, which will include all procurements, not just the ones that are characterized over $25,000. All of those going forward, should the Board approve the recommendation of moving through the system through the ad hoc process, would be reported quarterly. Staff is expanding and revamping what is called the routine business expense report to be all procurements, including those done under CEO delegation.

ACTION: Moved recommendation by Director Spitzer, seconded by Director Shea, and

unanimously carried to: Receive and file.

IV. BOARD BUSINESS (ITEM 10-12) 10. 2014 STATE LEGISLATIVE TRACKING LIST (Lisa Telles, Chief Communications Officer) REPORT NO. 11 (2014J-010)

Each year the Foothill/Eastern Transportation Corridor Agency (FETCA) and San Joaquin Hills Transportation Corridor Agency (SJHTCA) Boards of Directors are asked to take a watch, support or opposed position on various pieces of legislation introduced in the California State Legislature. For calendar year 2014, staff recommends the Boards watch 3 bills and take a formal position on two bills.

ACTION: Approve the Transportation Corridor Agency 2014 State Legislative Tracking list and action on the

following bills: • AB 1799 – Support • AB 2197 -- Support

Lisa Telles, Chief Communications Officer, provided the staff report. Ms. Telles also introduced Richard Harris, of the Nossaman LLP, who responded to questions after providing information on six bills currently being considered in the Legislature.


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Discussion: AB 1799 Support discussion by Board Members included: Director Shea noted that she would be opposing the suggested support of AB 2197. ACTION: Moved by Director Spitzer, seconded by Director Puckett, and unanimously

approved with an abstention by Director Voigts to:

Support AB 2197 adding that the TCA advocate seeks an amendment that the author understands that the agency still wants to have the authority to create an endowment if needed.

AB 2197 Support discussion by Board Members included: Auto dealers should be able to issue your license plates and bolt them on your car before you leave the lot, a temporary license is issued before you receive the real license and we are charging people two different times, with technology today, you would just print a permanent plate at the dealer, the temporary plate should be the permanent plate, and that the legislative staff work with other similar situated agencies to find an author and get this problem solved. ACTION: Moved by Director Allevato, seconded by Director Nelson and carried by

majority vote to: Support AB2197

AYES: Baker, Beall, Nelson, Allevato, Bartlett, Eastman, Martinez,

Puckett NAYES: Bates, Reardon, Shea ABSTAIN: Murphy, Spitzer, Voigts, Young 11. STATE ROUTE 241 FENCE IMPROVEMENT PROJECT

CONSTRUCTION/CONSULTING SERVICES CONRACT AMENDMENT (Valarie McFall, Director Environmental Planning) REPORT NO. 16 (2014F-010)

The Wildlife Fence Improvement Project is a requirement of the biological opinion obtained from the U.S. Fish and Wildlife Service (USFWS) in connection with the construction of SR 241. Crown Fence’s original bid was based on plans that were still under review by Caltrans and their comments have now been finalized. The design plans prepared by RBF must now be revised to reflect Caltrans comments and a change order issued to Crown Fence for construction. Staff recommends the Board authorize the acting chief executive officer (CEO) to amend the contracts with Crown Fence and RBF to incorporate these changes.


Page 7 of 10

ACTION: 1. Authorize the acting CEO to execute a contract amendment with Crown Fence Company (Contract K000869) in an amount not-to-exceed $320,000 for changes to the project due to revised design features and specifications.

2. Authorize the acting CEO to execute a contract amendment with RBF Consulting (RBF)

(Contract K000880) in an amount not to exceed $39,220 to revise the project design plans, provide additional design support services through project construction, and prepare final as-built plans for the project.

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

future amendments within five percent ($17,961) of the above contracts without further action by the Board of Directors.

There was no Board discussion on this item.

ACTION: Moved by Director Nelson, seconded by Director Eastman and unanimously

approved staff recommendation. 12. FISCAL YEAR 2015 BUDGET PROCESS – TOLL RATE SETTING AND RESULTS OF

FISCAL YEAR 2014 RATES (Amy Potter, Chief Financial Officer) REPORT No. 18 (2014F-013)

Staff will give a presentation on recent transaction and revenue performance and the process undertaken to develop the toll rates that will be proposed as part of the Fiscal Year 2015 budget. Specific toll rate recommendations will be presented at the budget workshop in late April.


Amy Potter, Chief Financial Officer, provided the timeline and staff report for the upcoming budget process. Ms. Potter also introduced Steve Abendschein, PE, from Stantec and both were available to respond to questions.

There was no Board discussion on this item. Ms. Potter stated a full review of the toll rate setting process and proposed toll rates will be presented at the Budget Workshop on Wednesday, April 23.

ACTION: Moved by Director Young, seconded by Director Nelson, and unanimously

approved to:

Receive and File. CHIEF EXECUTIVE OFFICER’S REPORT (Michael Kraman, Acting Chief Executive Officer)

Acting CEO, Mike Kraman reported on the following: The agency is well into its budget process and each of the Board Members have been provided with a time-line table showing the steps that the agency goes through with committee meetings to bring the budget to the Board for approval in June. The Foothill/Eastern Budget Workshop will be on Wednesday, April 23, there will be a Foothill/Eastern Operations and Finance Committee Meeting on June 4, followed by the June 12 Board Meeting, where staff will be presenting the budget for Board approval.


Page 8 of 10

Acting CEO Mike Kraman will be speaking in the City of Aliso Viejo at an Industry Conference on sustainability where he will be presenting focuses on the Greenroads sustainability rating system that the TCA is using in the design of the Tesoro Extension Project.

The TCA will be hosting a mobility roundtable tomorrow, April 11, which is going to bring experts from across the country in transportation planning as well as environmental groups, to discuss what the future of transportation looks like and how we would envision transportation, in particularly the issues that we have in South Orange County.

Earlier this week, the TCA in partnership with FHWA, rescinded our 2001 Federal Notice of Intent on the SR 241 Completion Project. This is an administrative action that informs the public that FHWA and the TCA are no longer preparing the Federal Environmental Document Statement under NEPA for the project. This means that the SR 241/I-5 remains a project in the long-range transportation plan, the regional transportation plan, the Federal Transportation Improvement Program, and the County Plan of Master Arterial Highways. These are programmatic, long-term planning documents and as such are not alignment specific. What this rescission does speak to is that the SR241 project alignment south of Cow Camp Road is undetermined at this time. We are open to alternatives of how to proceed beyond the Tesoro Extension, but we acknowledge any project beyond the Tesoro Extension will require a full and complete CEQA and NEPA process as if the agency would go beyond that.

Staff has an AET presentation today on the status of the project to date, as well as the steps that staff is taking for marketing the May 14 go cashless rate. Due to time constraints, Mr. Kraman offered to have staff send the Board Members that presentation as opposed to going through it as well as the monthly traffic and revenue report.

Staff was directed to send the AET and the traffic & revenue reports to the Board Members.

Director Reardon commented that the AET has been successfully implemented, the agency is on track, and coming from a project management background, stated that she would like to recognize Jim Gallagher, as a Board, and say, “Thank you very much.” He hasn’t been looking for accolades, has been doing a great job, and the Board appreciates it. Director Baker referenced the CEQWA document and questioned if the State requires the environmental impact report to look at the entire project and that you are not allowed to break that project into segments. Acting CEO Kraman responded that the agency is looking at the entire project. We are looking at going from Oso Parkway 5.5 miles to Cow Camp Road. This is a project that has logical termini, an independent utility, and it does not preclude further options south of Cow Camp Road. Director Baker further questioned if the State requires you to do a CEQA document for that project that’s going to end at Cow Camp Road, or have to look at the entire project all the way to I 5.


Page 9 of 10

Rob Thornton, from Nossaman LLP, responded that there have been multiple CEQA documents prepared and there was a comprehensive CEQA document certified in 2006 and an addendum specifically with regard to the Tesoro Extension that the Board approved to specifically look at whether there were changes in the environmental analysis related to the Tesoro Extension. The agency’s position is that there has been a comprehensive analysis of the entirety of the system but also of the impacts of the 5.5 mile Tesoro Extension.

DIRECTORS’ REPORTS AND NEW BUSINESS (Lisa Bartlett, Chairwoman)

Chairwoman Bartlett reported on the following: Director Chun from the San Joaquin Hills Board announced there will be a sustainability forum in Aliso Viejo next week on Thursday, April 17, at 8:30 a.m.

Going forward, as Directors meet in ad-hoc sessions, we are going to start defining a Chairperson for each ad hoc and that Chairperson will have the responsibility of reporting out at the Board of Directors meetings of the significant activities of those ad hoc meetings in an effort to improve communications so that everyone is more involved in what is taking place. The Joint-Procurement Ad Hoc Committee met on March 26, and staff presented an overview of the procurement and payment process, flow charts highlighting the controls in place in much detail, research conducted on the delegation of authority and reporting requirements of other agencies was presented and discussed in detail. Recommendations are being formed and the first one is limiting the CEO authority a cumulative $25,000 per year/per vendor for non-competitive procured contracts and staff is to provide a quarterly report of all procurement activities in lieu of the current routine business expense contract report. Staff presented and recommended a more visible and viable travel and expense policy incorporating existing rules and adding more controls that you will see in more detail.

V. CLOSED SESSION There was no need for a closed session. VI. FOOTHILL/EASTERN ADJOURNMENT

The meeting was adjourned at 11:50 a.m. The next regularly scheduled meeting of the Foothill/Eastern Board of Directors is May 8, 2014, at 9:30 a.m., TCA Offices, 125 Pacifica, Irvine, CA 92618.

F/ETCA Board Of Directors Minutes April 10, 2014 Page 10 of 10

ATTEST: Kathleen Loch, CAP-OM, Clerk of the Board Sherri McKaig, Assistant Secretary to the Board Lisa Bartlett, Chairwoman Foothill/Eastern Board of Directors

TECHNICAL ADVISORY COMMITTEE ---__ SAN JOAQUIN HILLS COMMITTEE

FOOTHILL/EASTERN COMMITTEE ---__ JOINT ADMINISTRATION COMMITTEE __ LEGAL AND LEGISLATIVE COMMITTEE __ SAN JOAQUIN IDLLS BOARD OF DIRECTORS


BOARD MEETING DATE: May 8, 2014

SUBJECT: Investment Reports

RECOMMENDATION:

Receive and file.

SUMMARY:

Report No. 6 File No. 2014F-003f

Enclosed are the quarterly investment reports for the Foothill/Eastern Transportation Corridor Agency (F/ETCA) as of March 31 , 2014. As of March 31, 2014, 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.

Amy Potter, Chief Financial Officer

Howard Mallen, Director of Finance

CONTRACTOR/CONSULT ANT:

COST: FIE: SJH:

NIA

NIA NIA

REPORT WRITTEN BY: Diane Farson, Manager of Treasury Operations

REVIEWED BY: Finance

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

DATE: May 8, 2014

TO: Foothill/Eastern Transportation Corridor Agency Board of Directors

FROM: Diane Farson, Manager of Treasury Operations

SUBJECT: Investment Reports

RECOMMENDATION:

Receive and file.

BACKGROUND:

The Foothill/Eastern Transportation Corridor Agency (F/ETCA) 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 and the total portfolio yield.

DISCUSSION:

Enclosed are the investment reports for the F/ETCA for the quarter ended March 31, 2014. These reports reflect only assets held by the Trustee (Bank of New York), which include 1995 and 2013 indenture accounts and two non-indenture accounts. The remaining cash and investments that are held directly by the agency total $28.1 million; $21.1 million in demand deposits and $7.0 million in a 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, 2014, 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.

F/ETCA Investment Report Report No.6 May 8, 2014 File No. 2014F-003m Page 2

Since December 31, 2013, the adjusted cost portfolio balance has decreased by approximately $78.1 million to $556.1 million. The decrease is primarily due to debt service payments of $69.5 million, $20.8 million of expenses related to the refinance transaction, $9.5 million of refinancing insurance premium, $5.7 million to the refunding of the 1999 bonds, toll operations expenses of $6.1 million, construction expense of $4.3 million and prepaid interest expense of $0.5 million. This decrease is partially offset by revenue transfers of $33.6 million and $4.8 million in development impact fees.

The weighted average maturity of the F/ETCA portfolio is 3.9 years. The weighted average YTM (Yield to Maturity @ Cost) increased by 40 basis point to 1.78 percent on March 31, 2014 as compared to 1.35 percent on December 31, 2013. This increase is attributable to the reinvestment of the debt service reserve fund in February 2014.

The market value of the portfolio is $27.2 million higher than adjusted cost at March 31, 2014 with most of the difference attributable to certain fixed income investments held in the debt service fund. These fixed income investments purchased in 1999 and escrowed for the payment of the 1995 debt are currently yielding 6.5 percent. These bonds have a significantly higher market value than adjusted cost due to this high yield. The market values reported herein have been obtained from Interactive Data Corporation, which provides an online interface to the agency’s investment database system. These market values are compared for reasonableness with the market values provided by the Trustee.

Economic Report

The Federal Open Market Committee’s press release on March 19, 2014 noted that growth in economic activity slowed during the winter months, labor market indicators were mixed but on balance showed further improvement. Household spending and business investment continue to advance, yet the unemployment rate remains elevated and the recovery in the housing sector remains slow. The Committee intends to make further measured reduction in the pace of asset purchases. Beginning in April, the Committee will add to its holdings of agency mortgage-backed securities at a pace of $25 billion per month rather than $30 billion per month, and add to its holdings of longer-term Treasury securities at a pace of $30 billion per month rather than $35 billion per month.

In the month of March 2014, the job market added 192,000 new jobs. The unemployment rate remained constant from the prior month at 6.7 percent. California’s unemployment rate is 8.1 percent, a 1.1 percent decrease in unemployment from 9.2 percent in March 2013. The recovery of the labor market remains sluggish.

Portfolio Summary Report


With respect to the housing market, unseasonably cold temperatures reduced economic activity during the first quarter of 2014, including home sales and construction. Aside from the weather, part of the decline is due to a reduction in distressed sales, which are down from a year ago. Weakness in existing home sales is expected to continue. Despite these declines, Case-Shiller reported that housing prices are continuing to rise, albeit at a slower pace.

The short-term 90-day T-bill ended the month at 0.03 percent, down from 0.05 percent in February and the rate on the two-year note was 0.42 percent at the end of March, up from 0.32 percent in February.

Portfolio Summary – (Exhibit 1)

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

Portfolio Summary – Graph (Exhibit 2)

This pie chart is a representation of the market value of the F/ETCA total portfolio by asset category and corresponding percentage of the total portfolio market value. The investment policy and debt agreements specify percentage limitations on certain asset categories. At March 31, 2014, the agency holdings were all below the required maximum percentage limits.

The primary change in sector allocation at March 31, 2014 as compared to December 31, 2013 is a net decrease of $361.0 million in money market/cash and an increase of $280.7 million in U.S. Treasury securities. The decrease in cash holdings is due to the investment of cash balances at December 31, 2013 related to the liquidation of the 1999 F/ETCA debt service reserve fund in mid-December in coordination with the bond issuance plan of finance for the 2013 F/ETCA bonds. The cash was invested primarily in U.S. Treasury securities in February 2014 for the 2013 bond debt service reserve funds.

Portfolio Appraisal – Report (Exhibits 3 & 4)

These reports provide security level detail and market values of all cash and investment securities held by the Trustee. Two reports are provided; one for non-indenture funds and the second for 1995 and 2013 indenture funds.


Portfolio Composition by Fund – Report (Exhibit 5)

Several fund categories have been established in accordance with indenture provisions. The debt service fund includes both capitalized interest funds that will economically defease interest payments through 2032 on the remaining 1995 bonds and net toll revenues transferred to cover the July 2014 debt service payments. Since the reserve requirement for the reserve fund has been met, surplus revenue funds are transferred into the non-indenture custody account. 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 out to the appropriate debt service/custody accounts at the beginning of the following month.

Fixed Income Holdings – F/ETCA Indenture and Non-Indenture Funds (Exhibit #6)

This report provides a detailed description of each fixed income security held in the F/ETCA total portfolio and the corresponding bond rating by Standard & Poor’s (S&P) and Moody’s. At March 31, 2014, all of the agency’s investments were rated at or above the minimum rating required per the agency’s investment policy and debt agreements. This report includes all agency security holdings with the exception of money market funds and cash.

Investment Definitions (Exhibit 7)

This is a list of common terminology used to describe the agency’s investment portfolio. Staff has provided these definitions 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 Foothill/Eastern Transportation Corridor Agency (F/ETCA) as of March 31, 2014. As of March 31, 2014, all indenture funds are invested in accordance with the permitted investment section of the respective indentures and all non-indenture funds are invested in compliance with both the California Government Code and F/ETCA Investment Policy.

Attachments

Transportation Corridor Agencies PORTFOLIO SUMMARY

Foothill/Eastern Transportation Corridor Agency Indenture & Non-Indenture Funds

Security Type

March 31, 2014

Adjusted Cost Market Value

Pet Assets Yield

Money Market & Cash MONEY MARKET & CASH 28,577,590.52 28,577,590.52 4.90 0.00

28,577,590.52 28,577,590.52 4.90 0.00

Certificates of Deposit CERTIFICATES OF DEPOSIT 992,000.00 993,307.21 0.17 0.74

992,000.00 993,307.21 0.17 0.74

Commercial Paper COMMERCIAL PAPER 6,196,341.75 6,196,260.00 1.06 0.20

6,196,341.75 6,196,260.00 1.06 0,20

U.S. Treasuries TREASURY BILLS 20,287,984.80 20,288,747.70 3.48 0.05 TREASURY NOTES 288,735,917.77 288,073,482.32 49.39 0.54 TREASURY STRIPS 5,917,449.93 8,606,002.97 1.48 6.15 RFCO STRIPS 90,202,653.46 115,345,104.56 19.78 6.50

405,144,005.96 432,313,337.56 74.12 2.22

U.S. Agencies FHLB BOND 8,361,268.48 8,370,654.86 1.44 0.43 FHLB DISCOUNT NOTE 4,999,361.07 4,999,490.00 0.86 0.05 FNMA BOND 35,939,988.24 35,904,911.38 6.16 0.49 AGENCY BOND 25,016,903.16 24,988,150.72 4.28 0.71

74,317,520.94 74,263,206.96 12.73 0.53

Medium Term Corporate Notes CORPORATE NOTES-MEDIUM TERM 27,224,576.66 27,318,408.71 4.68 0.98

27,224,576.66 27,318,408.71 4.68 0.98

Municipal Bonds MUNICIPAL BONDS 13,601,198.88 13,592,337.20 2.33 0.53

13,601,198.88 13,592,337.20 2.33 0.53

TOTAL PORTFOLIO 556,053,234.71 583,254,448.15 100.00 1.78

Exhibit # 1

FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY

INDENTURE AND NON-INDENTURE FUNDS

ASSET ALLOCATION COMPARISON - MARKET VALUE

Exhibit #2

Money Market & Cash, 59.1%

Certificates of Deposit 0.2%

Commercial Paper 1.0%

U.S. Treasuries 23.0%

U.S. Agencies 9.9%

Corporate Notes 4.8%

Municipal Bonds 2.1%

DECEMBER 31, 2013 TOTAL MARKET VALUE $658,981,368

Money Market & Cash 4.9%

Certificates of Deposit 0.2%

Commercial Paper 1.1%

U.S. Treasuries 74.1%

U.S. Agencies 12.7%

Corporate Notes 4.7%

Municipal Bonds 2.3%

MARCH 31, 2014 TOTAL MARKET VALUE $583,254,448

Transportation Corridor Agencies PORTFOLIO APPRAISAL - SETTLED TRADES

Foothill/Eastern Transportation Corridor Agency Non-Indenture Funds

March 31, 2014

Quantity Security Adj Unit

Cost Total Adjusted

Cost Price Market Value

Pct. Assets Yield

MONEY MARKET & CASH DREYFUS TREASURY MONEY 3,453,961.46 3,453,961.46 2.6 0.0 MARKET FUND

3,453,961.46 3,453,961.46 2.6 0.0

CERTIFICATES OF DEPOSIT 248,000 AMERICAN EXPRESS 100.00 248,000.00 100.24 248,587.02 0.2 0.7

BANK CD 0.750% Due 03-07-16

248,000 DISCOVER BANK CD 100.00 248,000.00 100.24 248,583.05 0.2 0.8 0.800% Due 03-07-16

248,000 GOLDMAN SACHS 100.00 248,000.00 99.92 247,793.17 0.2 0.7 BANK CD 0.700% Due 03-07-16

248,000 BANK OF NORTH 100.00 248,000.00 100.14 248,343.98 0.2 0.7 AMERICA CD 0.700% Due 03-08-16 Accrued Interest 372.69 0.0

992,000.00 993,679.90 0.7 0.7

COMMERCIAL PAPER 2,500,000 ABBEY NATIONAL 100.00 2,500,000.00 100.00 2,500,000.00 1.9 0.2

LLC 0.150% Due 04-01-14

2,500,000 NATIXIS 99.98 2,499,562.48 99.98 2,499,500.00 1.9 0.2 COMMERCIAL PAPER 0.150% Due 05-13-14

1,200,000 NATIXIS 99.73 1,196,779.27 99.73 1,196,760.00 0.9 0.4 COMMERCIAL PAPER 0.420% Due 11-17-14

6,196,341.75 6,196,260.00 4.7 0.2

TREASURY NOTES 10,000,000U.S. TREASURY NOTE 100.72 10,072,167.52 100.34 10,034,380.00 7.6 0.6

0.875% Due 11-30-16 8,700,000 U.S. TREASURY NOTE 99.73 8,676,184.37 100.01 8,700,678.60 6.6 1.0

0.875% Due 02-28-17 Accrued Interest 35,946.49 0.0

18,748,351.89 18,771,005.09 14.1 0.8

FHLB BOND 8,000,000 FEDERAL HOME 100.00 8,000,000.00 100.11 8,008,616.00 6.0 0.4

LOAN BANK BOND 0.420% Due 07-22-14

334,000 FEDERAL HOME 104.72 349,749.77 104.94 350,495.59 0.3 0.7 LOAN BANK BOND 3.135% Due 03-11-16 Accrued Interest 7,021.72 0.0

8,349,749.77 8,366,133.31 6.3 0.4

1

Exhibit # 3

2


Foothill/Eastern Transportation Corridor Agency Non Indenture Funds

March 31, 2014


Cost Total Adjusted


Pct. Assets Yield

FHLB DISCOUNT NOTE 5,000,000 FEDERAL HOME 99.99 4,999,361.07 99.99 4,999,490.00 3.8 0.1

LOAN BANK DISCOUNT NOTE 0.050% Due 07-02-14

4,999,361.07 4,999,490.00 3.8 0.1

FNMA BOND 4,783,000 FEDERAL NATIONAL 102.43 4,899,248.16 102.44 4,899,796.08 3.7 0.1

MTG ASSN BOND 4.625% Due 10-15-14

7,800,000 FEDERAL NATIONAL 103.59 8,080,067.02 103.51 8,073,850.20 6.1 0.4 MTG ASSN BOND 2.250% Due 03-15-16

2,200,000 FEDERAL NATIONAL 100.00 2,200,000.00 99.78 2,195,210.60 1.7 0.5 MTG ASSN BOND 0.550% Due 07-29-16

7,000,000 FEDERAL NATIONAL 99.98 6,998,320.39 99.94 6,995,891.00 5.3 0.6 MTG ASSN NOTE 0.625% Due 08-26-16

6,000,000 FEDERAL NATIONAL 100.13 6,007,715.15 99.61 5,976,846.00 4.5 0.7 MTG ASSN NOTE 0.750% Due 11-25-16 Accrued Interest 131,891.48 0.1

28,185,350.72 28,273,485.36 21.3 0.5

AGENCY BOND 1,000,000 FEDERAL FARM 100.00 1,000,000.00 100.11 1,001,140.00 0.8 0.4

CREDIT BANKS NOTE 0.410% Due 10-29-15

3,040,000 FEDERAL FARM 101.35 3,080,913.08 101.27 3,078,677.92 2.3 0.4 CREDIT BANKS NOTE 1.050% Due 03-26-16

6,300,000 FARMER MAC NOTE 99.93 6,295,522.38 100.03 6,301,808.10 4.7 0.6 0.600% Due 06-27-16

8,750,000 FARMER MAC NOTE 112.47 9,840,790.99 112.07 9,806,562.50 7.4 1.0 5.125% Due 04-19-17 Accrued Interest 213,663.99 0.2

20,217,226.44 20,401,852.51 15.4 0.7

MUNICIPAL BONDS 1,370,000 CALIFORNIA STATE 104.89 1,436,979.63 104.98 1,438,171.20 1.1 0.6

REVENUE BONDS 5.450% Due 04-01-15

5,800,000 NEW YORK URBAN 99.94 5,796,571.82 99.81 5,788,806.00 4.4 0.6 DEVELOPEMENT BONDS 0.580% Due 03-15-16

1,000,000 NEW YORK STATE 100.25 1,002,538.10 99.75 997,490.00 0.8 0.4 DEVELOPMENT BONDS

0.550% Due 03-15-16

Exhibit # 3

3


Foothill/Eastern Transportation Corridor Agency Non-Indenture Funds

March 31, 2014

Adj Unit Total Adjusted Market Pct. Quantity Security Cost Cost Price Value Assets Yield

4,000,000 SAN FRANCISCO 109.13 4,365,109.33 109.23 4,369,360.00 3.3 0.4 BAY AREA TOLL AUTHORITY BOND 5.000% Due 04-01-16

1,000,000 UNIVERSITY OF 100.00 1,000,000.00 99.85 998,510.00 0.8 0.7 CALIFORNIA REGENTS REVENUE BOND 0.659% Due 05-15-16 Accrued Interest 141,561.61 0.1

13,601,198.88 13,733,898.81 10.3 0.5

CORPORATE NOTES-MEDIUM TERM 5,600,000 GENERAL ELECTRIC 100.58 5,632,531.47 100.62 5,634,994.40 4.2 0.8

CAPITAL CORP MED TERM NOTE 5.900% Due 05-13-14

168,000 METLIFE MED TERM 100.78 169,304.46 100.91 169,531.82 0.1 1.1 NOTE 5.125% Due 06-10-14

5,224,000 GENERAL ELECTRIC 101.09 5,281,086.64 102.09 5,333,134.58 4.0 2.0 CAPITAL CORP MEDIUM TERM NOTE 3.750% Due 11-14-14

3,000,000 BANK OF NEW YORK 100.79 3,023,789.29 100.78 3,023,373.00 2.3 0.5 MELLON NOTE 1.700% Due 11-24-14

5,000,000 IBM CORPORATE 100.13 5,006,285.80 100.25 5,012,600.00 3.8 0.4 NOTE 0.550% Due 02-06-15

3,100,000 METLIFE MED TERM 100.23 3,107,133.33 101.19 3,136,979.90 2.4 1.4 NOTE 1.625% Due 04-02-15

5,000,000 NEW YORK LIFE 100.09 5,004,445.68 100.16 5,007,795.00 3.8 0.7 MED TERM NOTE 0.750% Due 07-24-15 Accrued Interest 258,078.71 0.2

27,224,576.66 27,576,487.42 20.8 1.0

TOTAL PORTFOLIO 131,968,118.65 132,766,253.84 100.0 0.6

Exhibit # 3

1


Foothill/Eastern Transportation Corridor Agency 1995 & 2013 Issues - Consolidated

March 31, 2014

Adj Unit Quantity Security Cost

Total Adjusted Cost Price

Market Value

Pct. Assets Yield

MONEY MARKET & CASH CASH 603,901.23 603,901.23 0.1 0.0 DREYFUS TREASURY MONEY 24,519,727.83 24,519,727.83 5.4 0.0 MARKET FUND

25,123,629.06 25,123,629.06 5.5 0.0

TREASURY BILLS 20,291,000 U.S. TREASURY BILL 99.99 20,287,984.80 99.99 20,288,747.70 4.5 0.1

0.060% Due 07-10-14 20,287,984.80 20,288,747.70 4.5 0.1

TREASURY NOTES 4,498,000 U.S. TREASURY NOTE 100.06 4,500,795.71 100.05 4,500,109.56 1.0 0.0














1.375% Due 06-30-18 Accrued Interest 2,095,544.91 0.5

269,987,565.88 271,433,968.63 59.9 0.5

TREASURY STRIPS 4,499,000 U.S. TREASURY STRIP 45.13 2,030,296.38 65.20 2,933,464.97 0.6 6.2

0.000% Due 05-15-27 4,500,000 U.S. TREASURY STRIP 43.83 1,972,182.46 63.74 2,868,376.50 0.6 6.1

0.000% Due 11-15-27 4,500,000 U.S. TREASURY STRIP 42.55 1,914,971.09 62.31 2,804,161.50 0.6 6.1

0.000% Due 05-15-28 5,917,449.93 8,606,002.97 1.9 6.1

Exhibit # 4

2



March 31, 2014


Cost Total Adjusted


Pct. Assets Yield

RFCO STRIPS 4,500,000 RFCO STRIPS 98.16 4,417,380.45 99.92 4,496,517.00 1.0 6.6

0.000% Due 07-15-14 4,499,000 RFCO STRIPS 93.50 4,206,787.83 99.60 4,480,999.50 1.0 6.6

0.000% Due 04-15-15 4,500,000 RFCO STRIPS 90.51 4,073,050.46 99.27 4,467,190.50 1.0 6.6

0.000% Due 10-15-15 4,500,000 RFCO STRIPS 87.63 3,943,476.46 98.61 4,437,544.50 1.0 6.6

0.000% Due 04-15-16 4,500,000 RFCO STRIPS 84.79 3,815,484.77 97.72 4,397,395.50 1.0 6.6

0.000% Due 10-15-16 4,500,000 RFCO STRIPS 82.13 3,695,732.32 96.51 4,342,945.50 1.0 6.6

0.000% Due 04-15-17 4,500,000 RFCO STRIPS 79.50 3,577,339.82 95.18 4,283,158.50 0.9 6.6

0.000% Due 10-15-17 4,500,000 RFCO STRIPS 76.96 3,463,153.98 94.07 4,232,947.50 0.9 6.6

0.000% Due 04-15-18 4,499,000 RFCO STRIPS 75.72 3,406,712.03 92.86 4,177,978.35 0.9 6.6

0.000% Due 07-15-18 4,500,000 RFCO STRIPS 72.19 3,248,618.53 90.86 4,088,565.00 0.9 6.6

0.000% Due 04-15-19 4,500,000 RFCO STRIPS 69.90 3,145,430.95 88.30 3,973,383.00 0.9 6.6

0.000% Due 10-15-19 4,499,000 RFCO STRIPS 67.67 3,044,641.12 86.42 3,888,215.76 0.9 6.6

0.000% Due 04-15-20 4,500,000 RFCO STRIPS 65.52 2,948,518.94 84.47 3,801,276.00 0.8 6.6

0.000% Due 10-15-20 4,499,000 RFCO STRIPS 64.54 2,903,848.80 83.56 3,759,337.41 0.8 6.6

0.000% Due 01-15-21 4,500,000 RFCO STRIPS 62.53 2,813,789.23 81.79 3,680,721.00 0.8 6.5

0.000% Due 07-15-21 4,500,000 RFCO STRIPS 60.66 2,729,547.16 79.99 3,599,500.50 0.8 6.5

0.000% Due 01-15-22 4,499,000 RFCO STRIPS 57.93 2,606,305.60 77.38 3,481,407.18 0.8 6.5

0.000% Due 10-15-22 4,499,000 RFCO STRIPS 56.19 2,527,828.70 75.67 3,404,298.82 0.8 6.5

0.000% Due 04-15-23 4,500,000 RFCO STRIPS 54.51 2,452,840.53 74.05 3,332,434.50 0.7 6.5

0.000% Due 10-15-23 4,499,000 RFCO STRIPS 52.90 2,379,966.50 72.42 3,258,252.28 0.7 6.4

0.000% Due 04-15-24 4,500,000 RFCO STRIPS 51.36 2,311,329.87 71.85 3,233,299.50 0.7 6.4

0.000% Due 10-15-24 4,500,000 RFC()

49.90 2,245,540.33 69.54 3,129,516.00 0.7 6.4

0.000% Due 04-15-25 4,499,000 RFCO STRIPS 48.43 2,178,996.38 68.86 3,097,871.93 0.7 6.4

0.000% Due 10-15-25 4,500,000 RFCO STRIPS 46.93 2,111,734.77 66.43 2,989,453.50 0.7 6.4

0.000% Due 04-15-26 4,500,000 RFCO STRIPS 45.48 2,046,549.87 64.89 2,920,140.00 0.6 6.4

0.000% Due 10-15-26 4,500,000 RFCO STRIPS 40.23 1,810,296.75 58.72 2,642,265.00 0.6 6.4

0.000% Due 10-15-28

Exhibit # 4



March 31, 2014

Quantity Security AdJ Unit

Cost Total Adjusted


Pct. Assets Yield

30,946,000 RFCO STRIPS 39.09 12,097,751.31 57.35 17,748,490.33 3.9 6.3 0.000% Due 04-15-29

90,202,653.46 115,345,104.56 25.4 6.5

FHLB BOND 11,000 FEDERAL HOME 104.72 11,518.71 104.94 11,543.27 0.0 0.7

LOAN BANK BOND 3.135% Due 03-11-16 Accrued Interest 19.16 0.0

11,518.71 11,562.43 0.0 0.7

FNMA BOND 7,500,000 FEDERAL NATIONAL 103.40 7,754,637.51 103.51 7,763,317.50 1.7 0.5

MTG ASSN BOND 2.250% Due 03-15-16 Accrued Interest 7,500.00 0.0

7,754,637.51 7,770,817.50 1.7 0.5

AGENCY BOND 3,000,000 FEDERAL FARM 100.00 2,999,943.80 100.08 3,002,538.00 0.7 0.3

CREDIT BANK BOND 0.300% Due 12-09-14

1,800,000 FEDERAL FARM 99.99 1,799,732.92 99.86 1,797,424.20 0.4 0.9 CREDIT BANK BOND 0.930% Due 03-20-17 Accrued Interest 1,511.50 0.0

4,799,676.72 4,801,473.70 1.1 0.5

TOTAL PORTFOLIO 424,085,116.06 453,381,306.55 100.0 2.1

3

Exhibit # 4

PAFINANCE \ LINDA \ Board \ IBRO3 I 4.PSEUND FE 4/30/20149: 18 AM

FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY PORTFOLIO COMPOSITION BY FUND

INDENTURE AND NON-INDENTURE FUNDS March 31, 2014

MARKET VALUE NON-INDENTURE

FUNDS INDENTURE FUNDS

TOTAL SECURITY TYPE

CONSTRUCTION & GENERAL

RESERVE FUNDS DEBT SERVICE

FUND DEBT SERVICE RESERVE FUND

USE & OCCUPANCY

FUND ENTERPRISE

FUND

MONEY MARKET/CASH 3,453,961 1,084,067 873,620 28,321 23,137,621 28,577,590

CERTIFICATES OF DEPOSIT 993,307 993,307

COMMERCIAL PAPER 6,196,260 6,196,260

U.S. TREASURIES: TREASURY BILLS 18,688,925 1,599,822 20,288,748 TREASURY NOTES 18,735,059 45,930,406 217,579,733 5,828,284 - 288,073,483 RFCO STRIPS 115,345,105 115,345,105 TREASURY STRIPS 8,606,003 8,606,003

18,735,059 188,570,439 217,579,733 5,828,284 1,599,822 432,313,338

U.S. AGENCIES: FHLB DISCOUNT NOTE FNMA/FHLMC DISCOUNT NOTE 4,999,490 4,999,490 AGENCY DISCOUNT NOTE AGENCY BOND 20,188,189 1,797,424 3,002,538 24,988,151 FHLB BOND 8,359,112 11,543 8,370,655 FNMA/FHLMC BOND 28,141,594 7,763,318 35,904,912 AGENCY STRIPS

61,688,385 11,543 9,560,742 3,002,538 74,263,208

MUNICIPAL BONDS 13,592,337 13,592,337

CORPORATE BONDS - MEDIUM TERM 27,318,409 27,318,409

TOTAL PORTFOLIO 131,977,718 189,654,506 218,464,897 15,417,347 27,739,981 583,254,449

ACCRUED INTEREST 788,537 112,556 1,923,097 67,922 1,000 2,893,112

TOTAL COMBINED PORTFOLIO $ 132,766,255 $ 189,767,062 $ 220,387,994 $ 15,485,269 $ 27,740,981 $ 586,147,561

Exhibit # 5

Transportation Corridor Agencies FIXED INCOME HOLDINGS - SETTLED TRADES


Description Symbol Par Value Adj.Unit

Cost Adjusted

Total Cost S&P

Date/Price

Moody Call Put

CERTIFICATES OF DEPOSIT AMERICAN EXPRESS BANK CD 02587dmm7 248,000 100.00 248,000.00 NA NA 0.750% Due 03-07-16 BANK OF NORTH AMERICA CD 05568p2u0 248,000 100.00 248,000.00 NA NA 0.700% Due 03-08-16 DISCOVER BANK CD 254671ku3 248,000 100.00 248,000.00 NA NA 0.800% Due 03-07-16 GOLDMAN SACHS BANK CD 38147JAU6 248,000 100.00 248,000.00 NA NA 0.700% Due 03-07-16 CERTIFICATES OF DEPOSIT Total 992,000.00

COMMERCIAL PAPER ABBEY NATIONAL LLC 0027a1d14 2,500,000 100.00 2,500,000.00 A-1 P-1 0.150% Due 04-01-14 NATIXIS COMMERCIAL PAPER 6323A1LH7 1,200,000 99.73 1,196,779.27 A-1 P-1 0.420% Due 11-17-14 NATIXIS COMMERCIAL PAPER 6323a1ed4 2,500,000 99.98 2,499,562.48 A-1 P-1 0.150% Due 05-13-14 COMMERCIAL PAPER Total 6,196,341.75

TREASURY BILLS U.S. TREASURY BILL 912796dh9 20,291,000 99.99 20,287,984.80 AA+ AAA 0.060% Due 07-10-14 TREASURY BILLS Total 20,287,984.80

TREASURY NOTES U.S. TREASURY NOTE 912828gs3 42,860,000 111.46 47,771,613.15 AA+ AAA 4.500% Due 05-15-17 U.S. TREASURY NOTE 91282811116 42,860,000 111.55 47,808,781.90 AA+ AAA 4.250% Due 11-15-17 U.S. TREASURY NOTE 912828kw9 5,500,000 105.71 5,813,921.70 AA+ AAA 3.250% Due 05-31-16 U.S. TREASURY NOTE 9128281p3 42,860,000 106.12 45,484,237.01 AA+ AAA 3.000% Due 09-30-16 U.S. TREASURY NOTE 912828me7 83,118,000 101.88 84,679,528.45 AA+ AAA 2.625% Due 12-31-14 U.S. TREASURY NOTE 912828nk2 3,607,000 104.41 3,766,062.58 AA+ AAA 2.500% Due 06-30-17 U.S. TREASURY NOTE 912828qu7 5,232,000 100.16 5,240,192.22 AA+ AAA 0.625% Due 07-15-14 U.S. TREASURY NOTE 912828ru6 10,000,000 100.72 10,072,167.52 AA+ AAA 0.875% Due 11-30-16 U.S. TREASURY NOTE 912828rxo 3,592,000 100.01 3,592,389.92 AA+ AAA 0.875% Due 12-31-16 U.S. TREASURY NOTE 912828sj0 8,700,000 99.73 8,676,184.37 AA+ AAA 0.875% Due 02-28-17 U.S. TREASURY NOTE 912828ta8 4,498,000 100.06 4,500,795.71 AA+ AAA 0.250% Due 06-30-14

Exhibit # 6

March 31, 2014



March 31, 2014

Adj.Unit Adjusted Date/Price

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

U.S. TREASURY NOTE 912828td2 7,400,000 99.95 7,396,053.63 AA+ AAA 0.250% Due 07-15-15 U.S. TREASURY NOTE 912828ue8 1,672,000 97.74 1,634,203.38 AA+ AAA 0.750% Due 12-31-17 U.S. TREASURY NOTE 912828ug3 5,172,000 99.87 5,165,525.22 AA+ AAA 0.375% Due 01-15-16 U.S. TREASURY NOTE 912828vk3 1,678,000 99.15 1,663,772.48 AA+ AAA 1.375% Due 06-30-18 U.S. TREASURY NOTE 912828v11 5,474,000 99.94 5,470,488.54 AA+ AAA 0.625% Due 07-15-16 TREASURY NOTES Total 288,735,917.77

TREASURY STRIPS U.S. TREASURY STRIP 912833pd6 4,499,000 45.13 2,030,296.38 AA+ AAA 0.000% Due 05-15-27 U.S. TREASURY STRIP 912833qb9 4,500,000 43.83 1,972,182.46 AA+ AAA 0.000% Due 11-15-27 U.S. TREASURY STRIP 912833wq9 4,500,000 42.55 1,914,971.09 AA+ AAA 0.000% Due 05-15-28 TREASURY STRIPS Total 5,917,449.93

RFCO STRIPS RFCO STRIPS 761 l6ecc2 4,499,000 93.50 4,206,787.83 AA+ AAA 0.000% Due 04-15-15 RFCO STRIPS 76116ecd0 4,500,000 90.51 4,073,050.46 AA+ AAA 0.000% Due 10-15-15 RFCO STRIPS 76116ece8 4,500,000 87.63 3,943,476.46 AA+ AAA 0.000% Due 04-15-16 RFCO STRIPS 76116ecf5 4,500,000 84.79 3,815,484.77 AA+ AAA 0.000% Due 10-15-16 RFCO STRIPS 76116ecg3 4,500,000 82.13 3,695,732.32 AA+ AAA 0.000% Due 04-15-17 RFCO STRIPS 76116echl 4,500,000 79.50 3,577,339.82 AA+ AAA 0.000% Due 10-15-17 RFCO STRIPS 76116ecj7 4,500,000 76.96 3,463,153.98 AA+ AAA 0.000% Due 04-15-18 RFCO STRIPS 76116ec12 4,500,000 72.19 3,248,618.53 AA+ AAA 0.000% Due 04-15-19 RFCO STRIPS 76116ecm0 4,500,000 69.90 3,145,430.95 AA+ AAA 0.000% Due 10-15-19 RFCO STRIPS 76116eg4 4,500,000 98.16 4,417,380.45 AA+ AAA 0.000% Due 07-15-14 RFCO STRIPS 76116efs4 4,499,000 75.72 3,406,712.03 AA+ AAA 0.000% Due 07-15-18 RFCO STRIPS 76116efx3 4,499,000 64.54 2,903,848.80 AA+ AAA 0.000% Due 01-15-21 RFCO STRIPS 76116efy1 4,500,000 62.53 2,813,789.23 AA+ AAA 0.000% Due 07-15-21 RFCO STRIPS 76116efz8 4,500,000 60.66 2,729,547.16 AA+ AAA 0.000% Due 01-15-22

Exhibit # 6

3



March 31, 2014


Cost Adjusted

Total Cost S&P

Date/Price

Moody Call Put

RFCO STRIPS 76116egt1 4,499,000 67.67 3,044,641.12 AA+ AAA 0.000% Due 04-15-20 RFCO STRIPS 76116egu8 4,500,000 65.52 2,948,518.94 AA+ AAA 0.000% Due 10-15-20 RFCO STRIPS 76116egy0 4,499,000 57.93 2,606,305.60 AA+ AAA 0.000% Due 10-15-22 RFCO STRIPS 76116egz7 4,499,000 56.19 2,527,828.70 AA+ AAA 0.000% Due 04-15-23 RFCO STRIPS 76116ehal 4,500,000 54.51 2,452,840.53 AA+ AAA 0.000% Due 10-15-23 RFCO STRIPS 76116ehb9 4,499,000 52.90 2,379,966.50 AA+ AAA 0.000% Due 04-15-24 RFCO STRIPS 76116ehc7 4,500,000 51.36 2,311,329.87 AA+ AAA 0.000% Due 10-15-24 RFCO STRIPS 761 I6ehd5 4,500,000 49.90 2,245,540.33 AA+ AAA 0.000% Due 04-15-25 RFCO STRIPS 76116ehe3 4,499,000 48.43 2,178,996.38 AA+ AAA 0.000% Due 10-15-25 RFCO STRIPS 76116ehf0 4,500,000 46.93 2,111,734.77 AA+ AAA 0.000% Due 04-15-26 RFCO STRIPS 76116ehg8 4,500,000 45.48 2,046,549.87 AA+ AAA 0.000% Due 10-15-26 RFCO STRIPS 76116eh17 4,500,000 40.23 1,810,296.75 AA+ AAA 0.000% Due 10-15-28 RFCO STRIPS 76116ehm5 30,946,000 39.09 12,097,751.31 AA+ AAA 0.000% Due 04-15-29 RFCO STRIPS Total 90,202,653.46

FHLB BOND FEDERAL HOME LOAN BANK 313378w72 8,000,000 100.00 8,000,000.00 AA+ AAA BOND 0.420% Due 07-22-14 FEDERAL HOME LOAN BANK 3133xxp43 345,000 104.72 361,268.48 AA+ AAA BOND 3.135% Due 03-11-16 FHLB BOND Total 8,361,268.48

FHLB DISCOUNT NOTE FEDERAL HOME LOAN BANK 313385yv2 5,000,000 99.99 4,999,361.07 AA+ AAA DISCOUNT NOTE 0.050% Due 07-02-14 FHLB DISCOUNT NOTE Total 4,999,361.07

FNMA BOND FEDERAL NATIONAL MTG 31359mwj8 4,783,000 102.43 4,899,248.16 AA+ AAA ASSN BOND

4.625% Due 10-15-14

Exhibit # 6



March 31, 2014


Cost Adjusted

Total Cost S&P Moody

Date/Price

Call Put

FEDERAL NATIONAL MTG 3135g0a17 15,300,000 103.49 15,834,704.54 AA+ AAA ASSN BOND 2.250% Due 03-15-16 FEDERAL NATIONAL MTG 3135g0ye7 7,000,000 99.98 6,998,320.39 AA+ AAA ASSN NOTE 0.625% Due 08-26-16 FEDERAL NATIONAL MTG 3135g0yw7 6,000,000 100.13 6,007,715.15 AA+ AAA 11-25-14 ASSN NOTE 0.750% Due 11-25-16 100.00 FEDERAL NATIONAL MTG 3136g 1 bw8 2,200,000 100.00 2,200,000.00 AA+ AAA 04-29-14 ASSN BOND 0.550% Due 07-29-16 100.00 FNMA BOND Total 35,939,988.24

AGENCY BOND FARMER MAC NOTE 30769qaa8 8,750,000 112.47 9,840,790.99 AA+ AAA 5.125% Due 04-19-17 FARMER MAC NOTE 31315pj42 6,300,000 99.93 6,295,522.38 N/A N/A Note 10.600% Due 06-27-16 FEDERAL FARM CREDIT BANK 3133EAM70 3,000,000 100.00 2,999,943.80 AA+ AAA BOND 0.300% Due 12-09-14 FEDERAL FARM CREDIT 3133ea6k9 1,000,000 100.00 1,000,000.00 AA+ AAA BANKS NOTE 0.410% Due 10-29-15 FEDERAL FARM CREDIT 3133eaju3 3,040,000 101.35 3,080,913.08 AA+ AAA BANKS NOTE 1.050% Due 03-26-16 FEDERAL FARM CREDIT BANK 3133edhj4 1,800,000 99.99 1,799,732.92 AA+ AAA 06-20-14 BOND 0.930% Due 03-20-17 100.00 AGENCY BOND Total 25,016,903.16

MUNICIPAL BONDS SAN FRANCISCO BAY AREA 072024de9 4,000,000 109.13 4,365,109.33 AA- AA3 04-01-16 TOLL AUTHORITY BOND 5.000% Due 04-01-16 100.00 CALIFORNIA STATE REVENUE 13063a5c4 1,370,000 104.89 1,436,979.63 A Al BONDS 5.450% Due 04-01-15 NEW YORK URBAN 650035j33 5,800,000 99.94 5,796,571.82 AAA AA2 DEVELOPEMENT BONDS 0.580% Due 03-15-16 NEW YORK STATE 650035ym4 1,000,000 100.25 1,002,538.10 AAA AA2 DEVELOPMENT BONDS 0.550% Due 03-15-16

Note 1 - The issuer is a U.S. Government Sponsored Agency. Security, which is unrated, is an authorized investment per the investment policy.

4

Exhibit # 6


Foothill/Eastern Transportation Corridor Agency Indenture & Non Indenture Funds

March 31, 2014

Description Par Value Adj.Unit

Cost Adjusted

Total Cost S&P Moody

Date/Price

Call Put

UNIVERSITY OF CALIFORNIA 91412GPX 1,000,000 100.00 1,000,000.00 AA AA2 REGENTS REVENUE BOND 0.659% Due 05-15-16 MUNICIPAL BONDS Total 13,601,198.88

CORPORATE NOTES-MEDIUM TERM BANK OF NEW YORK MELLON 06406hbz1 3,000,000 100.79 3,023,789.29 A+ Al 10-25-14 NOTE 1.700% Due 11-24-14 100.00 GENERAL ELECTRIC CAPITAL 36962g4c5 5,600,000 100.58 5,632,531.47 AA+ Al CORP MED TERM NOTE 5.900% Due 05-13-14 GENERAL ELECTRIC CAPITAL 36962g4g6 5,224,000 101.09 5,281,086.64 AA+ Al CORP MEDIUM TERM NOTE 3.750% Due 11-14-14 IBM CORPORATE NOTE 459200hb0 5,000,000 100.13 5,006,285.80 AA- Aa3 0.550% Due 02-06-15 METLIFE MED TERM NOTE 59157BAH5 3,100,000 100.23 3,107,133.33 AA- AA3 1.625% Due 04-02-15 METLIFE MED TERM NOTE 59217ebw3 168,000 100.78 169,304.46 AA- AA3 5.125% Due 06-10-14 NEW YORK LIFE MED TERM 64952WBH5 5,000,000 100.09 5,004,445.68 AA+ AAA NOTE 0.750% Due 07-24-15 CORPORATE NOTES-MEDIUM TERM Total 27,224,576.66

GRAND TOTAL 527,475,644.19

Exhibit # 6

INVESTMENT DEFINITIONS

Historical Cost The original price paid for the investment.

Adjusted Cost Historical cost adjusted for the cumulative amortization of

premium/discount recorded to date.

Market Value An approximation of the current trading price. The Agency obtains

such data from a pricing service bureau.

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

the issuer at maturity.

Premium The amount above the par value which is paid to purchase a security

that has a coupon rate higher than the current market rate.

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

security that has a coupon rate lower than the current market value.

Basis Point Unit of interest rates or yields expressed as a percentage. One hundred

basis points equal one percent.

Coupon Rate The annual interest rate that a debt issuer promises to pay an investor.

Maturity Date The date on which the principal or last principal payment on a debt is

due and payable.

Yield The internal rate of return on an investment. Yield encompasses the

following factors: historical cost, coupon rate, interest payments and

their reinvestment and maturity date.

Yield to Maturity-Cost (YTM-C)

The rate of return yielded by a debt security held to maturity when both

interest payments and the premium or discount paid by the investor are

taken into account.

Yield to Maturity-Market (YTM-M)

Same as above, except the current market price is substituted for

historical cost. This rate fluctuates with the market where the YTM-

Cost remains constant for each individual investment.

Exhibit # 7

Fixed Income Security

A debt instrument with a fixed or variable interest component and a

maturity date.

Money Market Security

A short-term debt instrument such as a Treasury bill or commercial

paper.

Interest Rate (or Market) Risk

The risk that the market value of the portfolio will rise or fall when

interest rates fluctuate. When interest rates rise, bond prices fall. The

longer the maturity of the bond and the lower the coupon rate, the

greater the vulnerability to a change in interest rates.

Credit Risk Reflects the possibility that the issuer will not make promised interest

and principal payments on time or in full. Treasury securities are

considered to have no credit risk.

Reinvestment Risk When interest rates fall, so do the rates at which bond interest

payments can be reinvested. This reduces realized yields, since the

bondholder will earn less “interest on interest.” Zero-coupon bonds do

not make periodic interest payments, and as such, are not subject to

reinvestment risk.

Call Risk This reflects the danger that a bond might be called or redeemed

during a period of declining interest rates. When high-yielding

investments are called during periods of declining interest rates,

investors must then reinvest the proceeds in obligations that have

lower yields. Fund managers can reduce this risk by holding issues

with longer periods of call protection.

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

not being easily or quickly sold. This means that the fund manager

may have to accept a sub-optimal bid for securities if a competitive

market does not exist and the manager must liquidate the position on

short notice.

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

recapitalization would materially weaken the claims of existing

bondholders, sometimes to the benefit of stockholders. A classic

example was the buyout of RJR Nabisco. The company’s bond prices

declined after its creditworthiness was downgraded to reflect a higher

debt load.

Exhibit # 7

TECHNICAL ADVISORY COMMITTEE ---__ SAN JOAQUIN HILLS COMMITTEE

FOOTHILL/EASTERN COMMITTEE ---JOINT ADMINISTRATION COMMITTEE ---LEGAL AND LEGISLATIVE COMMITTEE - --

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


Report No. 7 File No. 2014F-016

SUBJECT: Cal trans Cooperative Agreement for the SR 241/91 Express Lanes Connector Project Project Approval & Environmental Doctm1ent Phase


Foothill/Eastern Transportation Corridor Agency Recommendation

Authorize the chief executive officer to execute the Cooperative Agreement for the SR241/91 Express Lanes Connector Project Approval & Environn1ental Document (P A&ED) phase, District Agreement No. 12-643.

SUMMARY:

Authorizing the Cooperative Agreement, District Agreement No. 12-643, to be executed will allow the TCA to continue developing the SR 241/91 Express Lanes Connector Project PA&ED phase with Caltrans providing independent quality assurance review as the design oversight agency and acting in the capacity of lead agency for the environmental document. The cooperative agreement sets forth the responsibilities of each agency, defines the fimding obligations of each agency, and explains how the TCA and Caltrans will cooperate together through the P A&ED phase of the project.

CONTRACTOR/CONSULTANT:

COST:

REPORT WRITTEN BY:

REVIEWED BY:

NIA

NIA

Juliet Su, Corridor Manager - Design



DATE: May 8, 2014 TO: Foothill/Eastern Transportation Corridor Agency Board of Directors FROM: Juliet Su, Corridor Manager - Design SUBJECT: Caltrans Cooperative Agreement for the SR 241/91 Express Lanes Connector

Project Approval & Environmental Document Phase STAFF RECOMMENDATION:

Foothill/Eastern Transportation Corridor Agency Recommendation: Authorize the chief executive officer to execute the Cooperative Agreement for the SR241/91 Express Lanes Connector Project Approval & Environmental Document (PA&ED) phase, District Agreement No. 12-643. BACKGROUND: In January 2011, the agency began development of the preliminary engineering and environmental documentation for the SR 241/91 Express Lanes Connector Project to construct a north-to-east and a west-to-south tolled, median-to-median connector between SR 241 and the SR 91 Express Lanes in the City of Anaheim. It was initially anticipated that a Project Study Report (PSR)/Project Report (PR) would be prepared for this phase of the project and, on January 13, 2011, the Foothill/Eastern Board of Directors authorized the CEO to execute a cooperative agreement between Caltrans and F/ETCA for the preparation of a Project Study Report (PSR)/Project Report (PR). During the development of the project, however, it was determined by the agency and Caltrans that in lieu of a PSR/PR, a Project Study Report-Project Development Support (PSR-PDS) should be prepared, followed by the Project Approval & Environmental Document (PA&ED) phase. The PSR-PDS documents the studies and work that will be required to complete the PA&ED phase and estimates the capital outlay support costs for the project. The cooperative

Caltrans Cooperative Agreement for the Report No. 7 SR 241/91 Express Lanes Connector Project PA&ED File No. 2014F-016 May 8, 2014 Page 2 agreement between Caltrans and F/ETCA for the preparation of a PSR/PR, therefore, was not executed. The PSR-PDS was completed and signed by Caltrans on January 17, 2012, and the agency has begun preparation of the PA&ED phase. In order for Caltrans to participate in this phase, Caltrans requires a cooperative agreement to be in-place in order to assign budget and staff to the project. DISCUSSION: Caltrans has requested that a cooperative agreement be executed for each phase of the SR 241/91 Express Lanes Connector Project. The cooperative agreement for the PA&ED phase (Attachment 1) sets forth the responsibilities of each agency, defines the funding obligations of each agency, and explains how the TCA and Caltrans will cooperate together through the PA&ED phase of the project. This includes the following:

• Defines that the cooperative agreement covers the PA&ED phase only • Identifies TCA as the implementing agency for the PA&ED • Identifies Caltrans as the CEQA and NEPA lead agency and responsible for the

independent quality assurance review of the design • Defines the design standards and criteria for the project • Identifies the various responsibilities and funding commitments of each agency

For Caltrans to participate in the aforementioned capacity, Caltrans requires the cooperative agreement for this phase of the project to be in-place in order to assign budget and staff to the project. At a later date, a separate cooperative agreement will be prepared for the PS&E and construction phases of the project. BUDGET: Funding for this phase of the project is included in the existing and future budgets and no additional funds will be required. CONCLUSION: Authorizing the Cooperative Agreement, District Agreement No. 12-643, to be executed will allow TCA to continue developing the SR 241/91 Express Lanes Connector Project PA&ED phase with Caltrans providing independent quality assurance review as the design oversight

Caltrans Cooperative Agreement for the Report No. 7 SR 241/91 Express Lanes Connector Project PA&ED File No. 2014F-016 May 8, 2014 Page 2 agency and acting in the capacity of lead agency for the environmental document. The cooperative agreement sets forth the responsibilities of each agency, defines the funding obligations of each agency, and explains how the agency and Caltrans will cooperate together through the PA&ED phase of the project. Attachment: 1 - Cooperative Agreement, District Agreement No. 12-643

12-ORA-241/91-36.3/39.1 & 15.8/18.1 Project Number: 1200020097

EA: 0K9700 District Agreement 12-643

COOPERATIVE AGREEMENT

This Agreement, effective on ______________________________, 2014 is between the State of California, acting through its Department of Transportation, referred to as CALTRANS, and:

Foothill/Eastern Transportation Corridor Agency, a California joint powers authority, referred to hereinafter as TCA.

RECITALS

1. PARTNERS are authorized to enter into a cooperative agreement for improvements to the

state highway system (SHS) per the California Streets and Highways Code sections 114 and 130.

2. For the purpose of this Agreement, freeway improvements including a direct connector between the toll facilities of State Route 241 and State Route 91 Express Lanes to and from the east and will be referred to hereinafter as PROJECT.

3. All responsibilities assigned in this Agreement to complete the following PROJECT COMPONENTS will be referred to hereinafter as OBLIGATIONS:

• Project Approval and Environmental Document (PA&ED)

4. PS&E (Plans, Specifications, and Estimate), R/W (Right of Way) CAPITAL, R/W (Right of Way) SUPPORT, CONSTRUCTION CAPITAL and CONSTRUCTION SUPPORT PROJECT COMPONENTS of PROJECT will be the subject of a separate future Agreement.

5. This Agreement is separate from and does not modify or replace any other cooperative

agreement or memorandum of understanding between PARTNERS regarding the PROJECT. Cooperative Agreement 12-081 and its executed amendments are not superseded by this agreement.

6. Prior to this Agreement:

• TCA developed the Project Initiation Document, Project Study Report/Project Development Support (PSR-PDS), for the PROJECT which was approved by CALTRANS on January 17, 2012.

7. In this Agreement capitalized words represent defined terms and acronyms. The Definitions

section contains a complete definition for each capitalized term.

8. PARTNERS hereby set forth the terms, covenants, and conditions of this Agreement, under which they will accomplish OBLIGATIONS.

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RESPONSIBILITIES

9. TCA is responsible for 100% of its OBLIGATIONS as set forth in this Agreement.

CALTRANS is responsible for 100% of its OBLIGATIONS as set forth in this Agreement.

10. TCA and CALTRANS are FUNDING PARTNERS and the details of their funding commitments are documented in the latest FUNDING SUMMARY between PARTNERS. Each PARTNER is responsible for the costs of its OBLIGATIONS.

11. TCA is the IMPLEMENTING AGENCY for PA&ED.

12. CALTRANS is the CEQA lead agency for PROJECT, and will provide Quality Assurance/Quality Control for the development of the Environmental Document.

13. CALTRANS is the NEPA lead agency for PROJECT, and will provide Quality Assurance/Quality Control for the development of the Environmental Document.

14. CALTRANS will provide Independent Quality Assurance (IQA) for the portions of WORK

within existing and proposed SHS right of way, except those mentioned above in Articles 12 and 13.

SCOPE

Scope: General

15. PARTNERS will perform all OBLIGATIONS in accordance with federal and California laws, regulations, and published standards; FHWA STANDARDS; and CALTRANS STANDARDS current as of the date of performance. TCA shall require its design consultant to (a) promptly respond to comments provided by reviewers and (b) revise design in response to any reviewer comments identifying failure of design to comply with aforesaid laws, regulations or published standards. TCA will consult with CALTRANS with regard to any comments submitted by CALTRANS reviewers that are not required to be incorporated under the foregoing criteria.

16. CALTRANS retains the right to reject noncompliant WORK, protect public safety, preserve property rights, and ensure that all WORK is in the best interest of the SHS. CALTRANS will perform applicable process review for environmental documentation or technical studies submitted for its review prior to approval of any documentation or studies.

17. Any PARTNER may, at its own expense, have representatives observe any OBLIGATIONS performed by another PARTNER. Observation does not constitute authority over those OBLIGATIONS.

18. Each PARTNER will ensure that personnel participating in OBLIGATIONS are appropriately qualified or licensed to perform the tasks assigned to them.

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19. If WORK is done under contract (not completed by a PARTNER’s own employees) and is

governed by the California Labor Code’s definition of “public works” (section 1720(a)), that PARTNER will conform to sections 1720 – 1815 of the California Labor Code and all applicable regulations and coverage determinations issued by the Director of Industrial Relations.

20. IMPLEMENTING AGENCY will be available to help resolve WORK related problems generated by the PA&ED PROJECT COMPONENT until construction of PROJECT is complete and PROJECT is open to the public.

21. Within 60 days of receipt by CALTRANS of proper application, CALTRANS will issue to TCA, their contractors, consultants and agents, the encroachment permits required for WORK within SHS right of way, at no cost to TCA, their contractors, consultants or agents. PARTNERS will not permit their contractors and/or agents, or utility owners to perform activities within the SHS right of way without an encroachment permit issued in their name.

22. If any PARTNER discovers unanticipated cultural, archaeological, paleontological, or other protected resources during WORK, all WORK in that area will stop and that PARTNER will notify all PARTNERS within 24 hours of discovery. WORK may only resume after a qualified professional has evaluated the nature and significance of the discovery and a plan is approved for its removal or protection.

23. PARTNERS will hold all administrative drafts and administrative final reports, studies, materials, and documentation relied upon, produced, created, or utilized for PROJECT in confidence to the extent permitted by law and where applicable, the provisions of California Government Code section 6254.5(e) shall protect the confidentiality of such documents in the event that said documents are shared between PARTNERS.

PARTNERS will not distribute, release, or share said documents with anyone other than employees, agents, and consultants who require access to complete PROJECT without the prior written consent of the PARTNER authorized to release them, unless required or authorized to do so by law.

24. If a PARTNER receives a public records request pertaining to OBLIGATIONS, that

PARTNER will use all reasonable efforts to notify the other PARTNER within five (5) working days of receipt and make such PARTNER aware of any disclosed public documents. PARTNERS will consult with each other prior to the release of any public documents related to the PROJECT.

25. If HM-1 or HM-2 is found during performance of the WORK, IMPLEMENTING AGENCY

will immediately notify the other PARTNER and responsible control agencies of such discovery.

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26. CALTRANS, independent of PROJECT, is responsible for and shall pay directly all costs

and expenses relating to any HM-1 found within the existing SHS right of way. CALTRANS will undertake HM MANAGEMENT ACTIVITIES related to HM-1 with minimum impact to PROJECT schedule.

27. If HM-1 is found within PROJECT limits and outside the existing SHS right of way,

responsibility for such HM-1 rests with the owner(s) of the parcel(s) on which the HM-1 is found. TCA, in concert with the local agency having land use jurisdiction over such parcel(s), will ensure that HM MANAGEMENT ACTIVITIES related to HM-1 are undertaken with minimum impact to PROJECT schedule.

28. If HM-2 is found within PROJECT limits, TCA will determine HM MANAGEMENT ACTIVITIES related to HM-2 required for OBLIGATIONS of this PROJECT COMPONENT with minimum impact to PROJECT schedule.

29. The PARTNER delivering an OBLIGATION will be responsible for accepting, rejecting, compromising, settling, or litigating claims of any non-Agreement parties hired to do WORK with respect to that OBLIGATION.

30. PARTNERS will confer on any claim that may affect OBLIGATIONS or PARTNERS’ liability or responsibility under this Agreement in order to retain resolution possibilities for potential future claims. No PARTNER will prejudice the rights of another PARTNER until after PARTNERS confer on claim.

31. PARTNERS will maintain, and will ensure that any party hired by PARTNERS to participate in OBLIGATIONS will maintain, a financial management system that conforms to Generally Accepted Accounting Principles (GAAP), and that can properly accumulate and segregate incurred PROJECT costs and billings.

32. If FUNDING PARTNER funds any part of OBLIGATIONS with state or federal funds, each PARTNER will comply, and will ensure that any party hired to participate in OBLIGATIONS will comply with the federal cost principles of 2 CFR, Part 225, and administrative requirements outlined in 49 CFR, Part 18. These principles and requirements apply to all funding types included in this Agreement.

33. PARTNERS will maintain and make available to each other all OBLIGATIONS-related documents, including financial data, during the term of this Agreement.

34. PARTNERS will retain all OBLIGATIONS-related records for three (3) years after IMPLEMENTING AGENCY makes final payment for the WORK.

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35. PARTNERS have the right to audit each other in accordance with generally accepted

governmental audit standards.

CALTRANS, the state auditor, FHWA (if PROJECT utilizes federal funds), and TCA will have access to all OBLIGATIONS-related records of each PARTNER, and any party hired by a PARTNER to participate in OBLIGATIONS, for audit, examination, excerpt, or transcription. The examination of any records will take place in the offices and locations where said records are generated and/or stored and will be accomplished during reasonable hours of operation. The auditing PARTNER will be permitted to make copies of any OBLIGATIONS-related records needed for the audit. The audited PARTNER will review the draft audit, findings, and recommendations, and provide written comments within thirty (30) calendar days of receipt. Any audit dispute not resolved by PARTNERS is subject to mediation. Mediation will follow the process described in the General Conditions section of this Agreement.

36. If WORK stops for any reason, each PARTNER will continue to implement all of its applicable commitments and conditions included in the PROJECT environmental documentation, permits, agreements, or approvals that are in effect at the time that WORK stops, as they apply to each PARTNER’s responsibilities in this Agreement, in order to keep PROJECT in environmental compliance until WORK resumes.

37. Each PARTNER accepts responsibility to complete the activities that it selected on the SCOPE SUMMARY. Activities marked with “N/A” on the SCOPE SUMMARY are not included in the scope of this Agreement.

38. CALTRANS will make available existing data and documents, including but not limited to, as-builts, Microstation files, traffic counts and historic traffic and accident data for these State Highway segments of PROJECT roadway upon proper written request by TCA or its consultants.

Scope: Environmental Permits, Approvals and Agreements

39. If PARTNERS later determine that an environmental permit, approval or agreement is necessary PARTNERS will ensure completion and implementation of all environmental permits, approvals, and agreements.

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Scope: Project Approval and Environmental Document (PA&ED)

40. CALTRANS is the CEQA lead agency for PROJECT. CALTRANS will determine the type

of environmental documentation required and will cause that documentation to be prepared.

41. Any PARTNER involved in the preparation of CEQA environmental documentation will follow the CALTRANS STANDARDS that apply to the CEQA process including the guidance provided in the Standard Environmental Reference (SER) available at www.dot.ca.gov/ser.

42. Pursuant to Chapter 3 of title 23, United States Code (23 U.S.C 326) and 23 U.S.C 327,

CALTRANS is the NEPA lead agency for PROJECT. CALTRANS is responsible for NEPA compliance and will determine the type of environmental documentation required and will cause that documentation to be prepared.

43. Any PARTNER involved in the preparation of NEPA environmental documentation will follow FHWA and CALTRANS STANDARDS that apply to the NEPA process including, but not limited to, the guidance provided in the FHWA Environmental Guidebook (available at fhwa.dot.gov/hep/index.htm) and the Standard Environmental Reference (SER available at dot.ca.gov/ser).

44. TCA will prepare the appropriate CEQA environmental documentation to meet CEQA requirements, in coordination with CALTRANS as the CEQA lead agency.

45. TCA will prepare the appropriate NEPA environmental documentation (as determined by

CALTRANS) to meet NEPA requirements, in coordination with CALTRANS as the NEPA lead agency.

46. Any PARTNER preparing any portion of the CEQA environmental documentation, including

any studies and reports, will submit that portion of the documentation to the CEQA lead agency for review, comment, and approval at appropriate stages of development prior to public availability.

47. Any PARTNER preparing any portion of the NEPA environmental documentation

(including, but not limited to, studies, reports, public notices, and public meeting materials, determinations, administrative drafts, and final environmental documents) will submit that portion of the documentation to CALTRANS for CALTRANS’ review, comment, and approval prior to public availability.

48. TCA will prepare, publicize, and circulate all CEQA-related public notices and will submit

said notices to the CEQA lead agency for review, comment, and approval prior to publication and circulation.

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http://www.fhwa.dot.gov/hep/index.htm



49. TCA will prepare, publicize, and circulate all NEPA-related public notices, except Federal

Register notices. TCA will submit all notices to CALTRANS for CALTRANS’ review, comment, and approval prior to publication and circulation.

CALTRANS will coordinate with the appropriate federal agency to publish notices in the Federal Register.

50. The CEQA lead agency will attend all CEQA-related public meetings.

51. The NEPA lead agency will attend all NEPA-related public meetings.

52. The scheduling and the preparation of draft and final materials for CEQA- and NEPA- related public meetings and public notices relating to such meetings shall be coordinated by PARTNERS.

53. If a PARTNER who is not the CEQA or NEPA lead agency holds a public meeting about PROJECT (excluding any properly noticed meetings of TCA’s governing board or any committee of the board or any properly noticed meetings of the governing bodies of TCA’s member agencies or committees of such governing bodies), that PARTNER must clearly state its role in PROJECT and the identity of the CEQA and NEPA lead agencies on all meeting publications. All meeting publications subject to the foregoing requirement must also inform the attendees that public comments collected at the meetings are not part of the CEQA or NEPA public review process.

That PARTNER will submit all meeting advertisements, agendas, exhibits, handouts, and materials that are subject to the foregoing requirement to the appropriate lead agency for review, comment, and approval at least ten (10) working days prior to publication or use. If that PARTNER makes any changes to the materials, it will allow the appropriate lead agency to review, comment on, and approve those changes at least three (3) working days prior to the public meeting date. The CEQA lead agency maintains final editorial control with respect to text or graphics that could lead to public confusion over CEQA-related roles and responsibilities. The NEPA lead agency has final approval authority with respect to text or graphics that could lead to public confusion over NEPA-related roles and responsibilities.

54. The PARTNER preparing the environmental documentation, including the studies and reports, will ensure that qualified personnel remain available to help resolve environmental issues and perform any necessary work to ensure that PROJECT remains in environmental compliance.

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COST

Cost: General

55. PARTNERS will document specific funding details in a FUNDING SUMMARY. The

FUNDING SUMMARY is incorporated and made an express part of this agreement.

A valid FUNDING SUMMARY must be in place at all times until OBLIGATION COMPLETION. PARTNERS will create a new FUNDING SUMMARY each time the funding details of PROJECT change. The FUNDING SUMMARY is only valid after each FUNDING PARTNER signs and dates the FUNDING SUMMARY. The most current fully executed FUNDING SUMMARY supersedes any previous FUNDING SUMMARY created for this Agreement. Replacement of the FUNDING SUMMARY will not require an amendment to the body of this Agreement unless the rules of the new funds require it. Each PARTNER will designate a legally authorized representative to sign the FUNDING SUMMARY on its behalf.

56. The cost of any awards, judgments, or settlements generated by OBLIGATIONS is an

OBLIGATIONS cost.

57. CALTRANS, independent of PROJECT, will pay, or cause to be paid, all costs for HM MANAGEMENT ACTIVITIES related to HM-1 found within the existing SHS right of way.

58. TCA, independent of PROJECT, will pay, or cause to be paid, all costs for HM MANAGEMENT ACTIVITIES related to HM-1 found within PROJECT limits and outside of the existing SHS right of way.

59. TCA, independent of PROJECT, will pay, or cause to be paid, all costs for HM

MANAGEMENT ACTIVITIES costs related to HM-2 if required for OBLIGATIONS of this PROJECT COMPONENT with minimum impact to PROJECT schedule.

60. The cost of any legal challenges to the CEQA or NEPA environmental process or

documentation, including supporting technical studies, documentation, and if applicable, the mitigation, monitoring, or remedial actions which are required by the environmental documentation, PROJECT permits and/or agreements, is an OBLIGATIONS cost.

61. Independent of OBLIGATIONS cost, each PARTNER will fund the cost of its own IQA for

WORK done within existing or proposed future SHS right of way.

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Independent of OBLIGATIONS cost, CALTRANS will fund the cost of its QC/QAP process review for environmental documentation.

62. CALTRANS will provide encroachment permits at no cost to PARTNERS, their contractors,

consultants and agents. The term “no cost” is not intended to relieve the permittee from responsibility for compliance with insurance and other requirements of the permits, including the obligation to pay insurance premiums and other costs.

63. Evaluation of unanticipated cultural, archaeological, paleontological, or other protected

resources found during WORK and development and implementation of plan for its removal or protection required for this PROJECT COMPONENT is an OBLIGATIONS cost.

64. Fines, interest, or penalties levied against a PARTNER will be paid, independent of

OBLIGATIONS cost, by the PARTNER whose actions or lack of action caused the levy.

65. Fulfillment of public records requests pertaining to OBLIGATIONS will be paid, independent of OBLIGATIONS cost, by the PARTNER who received the request.

66. The cost to place PROJECT right of way in a safe and operable condition and meet all environmental commitments is an OBLIGATIONS cost.

67. Because IMPLEMENTING AGENCY is responsible for managing the scope, cost, and schedule of a project component, if there are insufficient funds available in this Agreement to place PROJECT right of way in a safe and operable condition, the appropriate IMPLEMENTING AGENCY accepts responsibility to fund these activities until such time as PARTNERS amend this Agreement.

68. TCA will fund all PROJECT COMPONENT costs, except for those costs associated with

any CALTRANS OBLIGATIONS or WORK to be performed by CALTRANS under this Agreement. CALTRANS has no funds allocated to PROJECT and, except for CALTRANS’ duty to provide or perform all OBLIGATIONS and WORK assigned herein at no cost to TCA, TCA will have no right to seek a CALTRANS contribution of funds under the term of this Agreement.

Cost: Environmental Permits, Approvals and Agreements 69. The cost of coordinating, obtaining, complying with, implementing, including renewing and

amending resource agency permits, agreements, and approvals is an OBLIGATIONS cost. Cost: Project Approval and Environmental Document (PA&ED) 70. The cost to prepare, publicize, and circulate all CEQA and NEPA-related public notices is an

OBLIGATIONS cost.

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71. The cost to plan, schedule, prepare, materials for, and host all CEQA and NEPA-related

public meetings is an OBLIGATIONS cost.

SCHEDULE

72. PARTNERS will manage the schedule for OBLIGATIONS through monthly meetings and monthly written progress reports.

73. CALTRANS commits to review and provide written comments to all initial submittals within 30 calendar days and resubmittals within 30 calendar days of the date of transmittal to the District office for timely processing of PROJECT documents, including providing quality assurance reviews and approvals consistent with its existing policies, for all WORK.

Whenever CALTRANS approval is required by the terms of this Agreement, that approval shall not be unreasonably withheld or delayed.

GENERAL CONDITIONS

74. PARTNERS understand that this Agreement is in accordance with and governed by the Constitution and laws of the State of California. This Agreement will be enforceable in the State of California. Any PARTNER initiating legal action arising from this Agreement will file and maintain that legal action in the Superior Court of the county in which the CALTRANS district office that is signatory to this Agreement resides, or in the Superior Court of the county in which PROJECT is physically located.

75. All OBLIGATIONS of CALTRANS under the terms of this Agreement are subject to the appropriation of resources by the Legislature, the State Budget Act authority, and the allocation of funds by the California Transportation Commission to CALTRANS for the purposes of fulfilling CALTRANS’ OBLIGATIONS herein.

76. All OBLIGATIONS of TCA under the terms of this Agreement are subject to the TCA

Board of Directors approval.

77. When CALTRANS performs IQA activities it does so for its own benefit. No one can assign liability to CALTRANS due to its IQA activities.

78. Neither TCA nor any officer or employee thereof is responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done by CALTRANS and/or its agents under or in connection with any work, authority, or jurisdiction conferred upon CALTRANS under this Agreement. It is understood and agreed that CALTRANS, to the extent permitted by law, will defend, indemnify, and save harmless TCA and all of its officers and employees from all claims, suits, or actions of every name, kind, and description brought forth under, but not limited to, tortious, contractual, inverse condemnation, or other theories or assertions of liability occurring by reason of anything done or omitted to be done by CALTRANS and/or its agents under this Agreement.

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79. Neither CALTRANS nor any officer or employee thereof is responsible for any injury, damage, or liability occurring by reason of anything done or omitted to be done by TCA and/or its agents under or in connection with any work, authority, or jurisdiction conferred upon TCA under this Agreement. It is understood and agreed that TCA, to the extent permitted by law, will defend, indemnify, and save harmless CALTRANS and all of its officers and employees from all claims, suits, or actions of every name, kind, and description brought forth under, but not limited to, tortious, contractual, inverse condemnation, or other theories or assertions of liability occurring by reason of anything done or omitted to be done by TCA and/or its agents under this Agreement.

80. PARTNERS do not intend this Agreement to create a third party beneficiary or define duties,

obligations, or rights in parties not signatory to this Agreement. PARTNERS do not intend this Agreement to affect their legal liability by imposing any standard of care for fulfilling OBLIGATIONS different from the standards imposed by law.

81. PARTNERS will not assign or attempt to assign OBLIGATIONS to parties not signatory to this Agreement except to another entity formed pursuant to Government Code Section 66484.3(f) or (m) that assumes full responsibility for performance of the obligation of TCA under this Agreement.

82. This agreement shall not be deemed to be a waiver or modification of any terms, conditions or covenants of Cooperative Agreement No. 12-081 and its executed amendments, for the Eastern Transportation corridor, and all terms and conditions set forth in that document are hereby affirmed by CALTRANS and TCA and shall remain in full force and effect.

83. A waiver of a PARTNER’s performance under this Agreement will not constitute a

continuous waiver of any other provision. An amendment made to any article or section of this Agreement does not constitute an amendment to or negate all other articles or sections of this Agreement.

84. A delay or omission to exercise a right or power due to a default does not negate the use of that right or power in the future when deemed necessary.

85. If any PARTNER defaults in its OBLIGATIONS, a non-defaulting PARTNER will request in writing that the default be remedied within thirty (30) calendar days. If the defaulting PARTNER fails to do so, the non-defaulting PARTNER may initiate dispute resolution.

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86. PARTNERS will first attempt to resolve Agreement disputes at the PROJECT team level. If

they cannot resolve the dispute themselves, the CALTRANS district director and the executive officer of TCA will attempt to negotiate a resolution. If PARTNERS do not reach a resolution, PARTNERS’ legal counsel will initiate mediation. PARTNERS agree to participate in mediation in good faith and will share equally in its costs.

Neither the dispute nor the mediation process relieves PARTNERS from full and timely performance of OBLIGATIONS in accordance with the terms of this Agreement. However, if any PARTNER stops fulfilling OBLIGATIONS, any other PARTNER may seek equitable relief to ensure that OBLIGATIONS continue.

Except for equitable relief, no PARTNER may file a civil complaint until after mediation, or forty-five (45) calendar days after filing the written mediation request, whichever occurs first.

PARTNERS will file any civil complaints in the Superior Court of the county in which the CALTRANS district office signatory to this Agreement resides or in the Superior Court of the county in which PROJECT is physically located. The prevailing PARTNER will be entitled to an award of all costs, fees, and expenses, including reasonable attorney fees as a result of litigating a dispute under this Agreement or to enforce the provisions of this article including equitable relief.

87. PARTNERS maintain the ability to pursue alternative or additional dispute remedies if a

previously selected remedy does not achieve resolution.

88. If any provisions in this Agreement are found by a court of competent jurisdiction to be, or are in fact, illegal, inoperative, or unenforceable, those provisions do not render any or all other Agreement provisions invalid, inoperative, or unenforceable, and those provisions will be automatically severed from this Agreement.

89. PARTNERS intend this Agreement to be their final expression and supersedes any oral

understanding or writings pertaining to OBLIGATIONS.

90. If during performance of WORK additional activities or environmental documentation is necessary to keep PROJECT in environmental compliance, PARTNERS will amend this Agreement to include completion of those additional tasks.

91. Except as otherwise provided in the Agreement, PARTNERS will execute a formal written

amendment if there are any changes to OBLIGATIONS or provisions contained herein.

92. PARTNERS agree to sign a COOPERATIVE AGREEMENT CLOSURE STATEMENT to terminate this Agreement. However, all indemnification, document retention, audit, claims, environmental commitment, legal challenge, maintenance and ownership articles will remain in effect until terminated or modified in writing by mutual agreement.

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93. The following documents are attached to, and made an express part of this Agreement:

SCOPE SUMMARY, FUNDING SUMMARY.

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DEFINITIONS

CALTRANS – The California Department of Transportation. CALTRANS STANDARDS – As used herein, the term “CALTRANS STANDARDS” shall

mean and refer to those STATE documents including the FHWA STANDARDS, Caltrans Standard Specifications dated 2010, Caltrans manuals (including but not limited to the Right of Way Manual, Construction Manual, Highway Design Manual, etc.), technical memoranda, standards, guidelines, and modifications to such standards that are set forth in or expressly incorporated into this Agreement, or are in effect as of the effective date of this Agreement.

CEQA (California Environmental Quality Act) – The act (California Public Resources Code,

sections 21000 et seq.) that requires state and local agencies to identify the significant environmental impacts of their actions and to avoid or mitigate those significant impacts, if feasible.

CFR (Code of Federal Regulations) – The general and permanent rules published in the

Federal Register by the executive departments and agencies of the federal government COOPERATIVE AGREEMENT CLOSURE STATEMENT – A document signed by

PARTNERS that verifies the completion of all OBLIGATIONS included in this Agreement and in all amendments to this Agreement.

FHWA – Federal Highway Administration FHWA STANDARDS – FHWA regulations, policies and procedures, including, but not limited

to FHWA manuals, technical memoranda, standards, guidelines, and modifications to such standards, including the guidance provided at www.fhwa.dot.gov/topics.htm which are in effect as of the effective date of this Agreement.

FUNDING PARTNER – A PARTNER, designated in the FUNDING SUMMARY, that

commits a defined dollar amount to fulfill OBLIGATIONS. Each FUNDING PARTNER accepts responsibility to provide the funds it commits in this Agreement.

FUNDING SUMMARY – An executed document that lists the funding, billing, and payment

commitments. Commitments include, but are not limited to, FUNDING PARTNER(S), fund source, fund type, payment method, invoice frequency, deposit amounts, and PROJECT COMPONENT(S) in which funds are to be spent. Funds listed on the FUNDING SUMMARY are “not-to-exceed” amounts for each FUNDING PARTNER.

GAAP (Generally Accepted Accounting Principles) – Uniform minimum standards and

guidelines for financial accounting and reporting issued by the Federal Accounting Standards Advisory Board that serve to achieve some level of standardization. See http://www.fasab.gov/accepted.html.

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http://www.fhwa.dot.gov/topics.htm



HM-1 – Hazardous material (including, but not limited to, hazardous waste) that may require

removal and disposal pursuant to federal or state law whether it is disturbed by PROJECT or not.

HM-2 – Hazardous material (including, but not limited to, hazardous waste) that may require

removal and disposal pursuant to federal or state law only if disturbed by PROJECT. HM MANAGEMENT ACTIVITIES – Management activities related to either HM-1 or HM-2

including, without limitation, any necessary manifest requirements and disposal facility designations.

IMPLEMENTING AGENCY – The PARTNER responsible for managing the scope, cost, and

schedule of a PROJECT COMPONENT to ensure the completion of that component. IQA (Independent Quality Assurance) – Ensuring that the IMPLEMENTING AGENCY’s

quality assurance activities result in WORK being developed in accordance with the applicable standards. IQA does not include any work necessary to actually develop or deliver WORK.

NEPA (National Environmental Policy Act of 1969) – This federal act establishes a national

policy for the environment and a process to disclose the adverse impacts of projects with a federal nexus.

OBLIGATION COMPLETION – PARTNERS have fulfilled all OBLIGATIONS included in

this Agreement, and all amendments to this Agreement, and have signed a COOPERATIVE AGREEMENT CLOSURE STATEMENT.

OBLIGATIONS – All responsibilities described in this Agreement to complete the PA&ED

PROJECT COMPONENT. PA&ED (Project Approval and Environmental Document) – See PROJECT COMPONENT. PARTNER – Any individual signatory party to this Agreement. PARTNERS – The term that collectively references all of the signatory agencies to this

Agreement. This term only describes the relationship between these agencies to work together to achieve a mutually beneficial goal. It is not used in the traditional legal sense in which one PARTNER’s individual actions legally bind the other PARTNER.

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PROJECT – Improvements including a direct connector between the toll facilities of State

Route 241 and State Route 91 Express Lanes to and from the east. PROJECT COMPONENT – A distinct portion of the planning and project development

process of a capital project as outlined in California Government Code, section 14529(b). • PID (Project Initiation Document) – The activities required to deliver the project

initiation document for PROJECT. • PSR-PDS (Project Study Report-Project Development Support) – The activities

required to gain approval of the project studies to move into the PA&ED phase for PROJECT and to estimate and program the capital outlay support cost necessary to complete the studies and work needed during PA&ED.

• PA&ED (Project Approval and Environmental Document) – The activities required to deliver the project approval and environmental documentation for PROJECT.

• PS&E (Plans, Specifications, and Estimate) – The activities required to deliver the plans, specifications, and estimate for PROJECT.

• R/W (Right of Way) SUPPORT –The activities required to obtain all property interests for PROJECT.

• R/W (Right of Way) CAPITAL – The funds for acquisition of property rights for PROJECT.

• CONSTRUCTION SUPPORT – The activities required for the administration, acceptance, and final documentation of the construction contract for PROJECT.

• CONSTRUCTION CAPITAL – The funds for the construction contract. QC/QAP (QUALITY CONTROL/QUALITY ASSURANCE PROGRAM) - Caltrans quality

control and quality assurance procedures for all environmental documents as described in the Jay Norvell Memos dated July 2, 2007 (available at http://www.dot.ca.gov/ser/memos.htm#LinkTarget_705). This also includes the independent judgment analysis and determination under CEQA or NEPA that the environmental documentation meets CEQA or NEPA requirements.

SCOPE SUMMARY – The attachment in which each PARTNER designates its commitment to

specific scope activities within each PROJECT COMPONENT as outlined by the Workplan Standards Guide for the Delivery of Capital Projects available at http://www.dot.ca.gov/hq/projmgmt/guidance.htm.

SHS (State Highway System) – All highways, right of way, and related facilities acquired, laid

out, constructed, improved, or maintained as a state highway pursuant to constitutional or legislative authorization.

STATE – refers to the State of California. TCA – The Foothill/Eastern Transportation Corridor Agency, a California joint powers

authority.

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WORK – All scope activities included in this Agreement.

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CONTACT INFORMATION

The information provided below indicates the primary contact information for each PARTNER to this Agreement. PARTNERS will notify each other in writing of any personnel or location changes. Contact information changes do not require an amendment to this Agreement. The primary Agreement contact person for CALTRANS is: Leo Chen, Project Manager 3347 Michelson Drive, Suite 100 Irvine, California 92612 Office Phone: (949) 223-5431 Mobile Phone: (949) 279-9363 Fax Number: (949) 440-4465 Email: [email protected] The primary Agreement contact person for TCA is: David Lowe, Director, Design & Construction 125 Pacifica, Suite 100 Irvine, CA 92618-3304 Office Phone: (949) 754-3488 Fax Number: (949) 754-3491 Email: [email protected]

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SIGNATURES

PARTNERS declare that:

1. Each PARTNER is an authorized legal entity under California state law. 2. Each PARTNER has the authority to enter into this Agreement. 3. The people signing this Agreement have the authority to do so on behalf of their public

agencies. STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION By: Adnan Maiah Deputy District Director, Capital Projects Outlay Program CERTIFIED AS TO FUNDS: By: Neda Saber District Budget Manager APPROVED AS TO FORM AND PROCEDURE: By: ____________________________________ Glenn B. Mueller Assistant Chief Counsel

FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY By:

Michael Kraman Chief Executive Officer

ATTEST: By:

Sherri McKaig Assistant Secretary of the Board

APPROVED AS TO FORM AND PROCEDURE: By:

E. George Joseph General Counsel

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SCOPE SUMMARY

4 5 6 7 8

Des

crip

tion

CA

LTR

AN

S

TCA

N/A

2 160 Perform Preliminary Engineering Studies and Draft Project Report X X

05 Updated Project information X 05 Approved Project Initiation Document Review X 10 Geotechnical Information Review X 15 Materials Information Review X 20 Traffic Data and Forecasts Review X 25 Geometrics Review X 30 Project Scope Review X 35 Project Cost Estimate Review X 99 Other Project Information Products X 10 Engineering Studies X 10 Traffic Forecasts/Modeling X 15 Geometric Plans for Project Alternatives X

20 Value Analysis (*if applicable, refer to Deputy Directive DD-92-R1) X*

25 Hydraulics/Hydrology Studies X 30 Highway Planting Design Concepts X 35 Traffic Operational Analysis X 40 Updated Right of Way Data Sheet X 45 Utility Locations Determined for Preliminary Engineering X 50 Railroad Study X 55 Multi-Modal Study X 60 Park and Ride Study X 65 Right of Way Relinquishment and Vacation Study X 70 Traffic Studies X 75 Updated Materials Information X 80 Updated Geotechnical Information X

85 Structures Advance Planning Study (APS) and Preliminary Engineering X

90 High Occupancy Vehicle Report X 95 Updated Preliminary Transportation Management Plan X 99 Other Engineering Studies X 15 Draft Project Report X 05 Cost Estimates for Alternatives X 10 Fact Sheet for Exceptions to Design Standards X 15 Approved Exceptions to Encroachment Policy X

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4 5 6 7 8

Des

crip

tion

CA

LTR

AN

S

TCA

N/A

20 Draft Project Report X 25 Draft Project Report Circulation, Review, and Approval X 99 Other Draft Project Report Products X 20 Engineering and Land Net Surveys X 25 Existing Records X 30 Land Net Surveys X 35 Land Net Map X 40 Right of Way Engineering Products X 50 Control Surveys X 55 Photogrammetric Maps and Products X 60 Engineering Surveys X 65 As-Built Centerline Surveys X 70 Pavement Surveys X 30 Environmental Study Request (ESR) X 05 Maps for ESR X 10 Surveys and Mapping for Environmental Studies X

15 Property Access Rights for Environmental/Engineering Studies X

40 NEPA Delegation X

45 Base Maps and Plan Sheets for Project Report and Environmental Studies X

2 165 Perform Environmental Studies and Prepare Draft Environmental Document X X

05 Environmental Scoping of Alternatives Identified for Studies in Project Initiation Document X

05 Project Information Review X X 10 Public and Agency Scoping Process X 15 Alternatives for Further Study X

99 Other Environmental Scoping of Alternatives Identified for Studies in Project Initiation Document X

10 General Environmental Studies X 15 Community Impact Analysis, Land Use, and Growth Studies X 20 Visual Impact Assessment and Scenic Resource Evaluation X 25 Noise Study X 30 Air Quality Study X 35 Water Quality Studies X 40 Energy Studies X 45 Summary of Geotechnical Report X 55 Draft Right of Way Relocation Impact Document X 60 Location Hydraulic and Floodplain Study Report X

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4 5 6 7 8

Des

crip

tion

CA

LTR

AN

S

TCA

N/A

65 Paleontology Study X 70 Wild and Scenic Rivers Coordination X 75 Environmental Commitments Record X 80 Hazardous Waste Initial Site Assessments/Investigations X 85 Hazardous Waste Preliminary Site Investigation X 99 Other Environmental Studies X 15 Biological Studies X 05 Biological Assessment X 10 Wetlands Study X 15 Resource Agency Permit Related Coordination X 20 Natural Environment Study Report X 99 Other Biological Studies X 20 Cultural Resource Studies X 05 Archaeological Survey X 05 Area of Potential Effects/Study Area Maps X 10 Native American Consultation X 15 Records and Literature Search X 20 Field Survey X 25 Archaeological Survey Report X 99 Other Archaeological Survey Products X 10 Extended Phase I Archaeological Studies X 05 Native American Consultation X 10 Extended Phase I Proposal X 15 Extended Phase I Field Investigation X 20 Extended Phase I Materials Analysis X 25 Extended Phase I Report X 99 Other Phase I Archaeological Study Products X 15 Phase II Archaeological Studies X 05 Native American Consultation X 10 Phase II Proposal X 15 Phase II Field Investigation X 20 Phase II Materials Analysis X 25 Phase II Report X 99 Other Phase II Archaeological Study Products X 20 Historical and Architectural Resource Studies X

05 Preliminary Area of Potential Effects/Study Area Maps for Architecture X

10 Historic Resources Evaluation Report - Archaeology X

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4 5 6 7 8

Des

crip

tion

CA

LTR

AN

S

TCA

N/A

15 Historic Resource Evaluation Report - Architecture (HRER) X 20 Bridge Evaluation X 99 Other Historical and Architectural Resource Study Products X 25 Cultural Resource Compliance Consultation Documents X 05 Final Area of Potential Effects/Study Area Maps X 10 PRC 5024.5 Consultation X

15 Historic Property Survey Report/Historic Resources Compliance Report X

20 Finding of Effect X 25 Archaeological Data Recovery Plan/Treatment Plan X 30 Memorandum of Agreement X 99 Other Cultural Resources Compliance Consultation Products X

25 Draft Environmental Document or Categorical Exemption/Exclusion X X

10 Section 4(F) Evaluation X 15 Categorical Exemption/Categorical Exclusion (CE) X 20 Environmental Quality Control and Other Reviews X X 25 Approval to Circulate Resolution X 30 Environmental Coordination X X 99 Other Draft Environmental Document Products X 30 NEPA Delegation X

2 170 Permits, Agreements, and Route Adoptions during PA&ED component X X

05 Required permits X X 15 Railroad Agreements X 05 Plan Approval X 10 Special Provisions and Insurance Clauses X 15 Service Contract for Railroad Services X 20 Construction and Maintenance Agreement X 25 PUC Exhibits and Application X 99 Other Railroad Agreement Products X 20 Freeway Agreements X 05 Draft Freeway Agreement X 10 Draft Freeway Agreement Review X 15 Final Freeway Agreement X 20 Executed Freeway Agreement X 99 Other Freeway Agreement Products X 25 Agreement for Material Sites X X 30 Executed Maintenance Agreement X X

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4 5 6 7 8

Des

crip

tion

CA

LTR

AN

S

TCA

N/A

40 Route Adoptions X 05 Route Adoption Map X 10 New Connection Request and Route Adoption CTC Submittal X

15 Route Adoption and Public Road Connection Placed on CTC Agenda X

99 Other Route Adoption Products X 45 MOU From Tribal Employment Rights Office (TERO) X 55 NEPA Delegation X

2 175 Circulate Draft Environmental Document and Select Preferred Project Alternative Identification X X

05 DED Circulation X X 05 Master Distribution and Invitation Lists X X

10 Notices Regarding Public Hearing and Availability of Draft Environmental Document X X

15 DED Publication and Circulation X X 20 Federal Consistency Determination (Coastal Zone) X 99 Other DED Circulation Products X 10 Public Hearing X X 05 Need for Public Hearing Determination X X 10 Public Hearing Logistics X 15 Displays for Public Hearing X 20 Second Notices of Public Hearing and Availability of DED X X 25 Map Display and Public Hearing Plan X 30 Display Public Hearing Maps X 35 Public Hearing X X 40 Record of Public Hearing X 99 Other Public Hearing Products X 15 Public Comment Responses and Correspondence X X 20 Project Preferred Alternative X X 25 NEPA Delegation X

2 180 Prepare and Approve Project Report and Final Environmental Document X X

05 Final Project Report X 05 Updated Draft Project Report X 10 Approved Project Report X X 15 Updated Storm Water Data Report X 99 Other Project Report Products X 10 Final Environmental Document X X 05 Approved Final Environmental Document X

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4 5 6 7 8

Des

crip

tion

CA

LTR

AN

S

TCA

N/A

05 Draft Final Environmental Document Review X 10 Revised Draft Final Environmental Document X 15 Section 4(F) Evaluation X 20 Findings X 25 Statement of Overriding Considerations X 30 CEQA Certification X 35 FHWA Approval X 40 Section 106 Consultation and MOA X 45 Section 7 Consultation X 50 Final Section 4(F) Statement X 55 Floodplain Only Practicable Alternative Finding X 60 Wetlands Only Practicable Alternative Finding X 65 Section 404 Compliance X X 70 Mitigation Measures X X

10 Public Distribution of Final Environmental Document and Respond To Comments X X

15 Final Right of Way Relocation Impact Document X 99 Other Final Environmental Document Products X 15 Completed Environmental Document X X 05 Record of Decision (NEPA) X X 10 Notice of Determination (CEQA) X X 20 Environmental Commitments Record X X 99 Other Completed Environmental Document Products X 20 NEPA Delegation X

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FUNDING SUMMARY Number 1 Project Number: 1200020097

Agreement: 12-643

Part I – FUNDING SUMMARY Table

Funding Source

Funding Partner Fund Type PA&ED

Support PS&E

Support R/W

Capital R/W

Support CON

Capital CON

Support Totals by

Fund Type

IMPLEMENTING AGENCY - > TCA

LOCAL TCA Toll Revenue Funds $3,020,000 $0 $0 $0 $0 $0 $3,020,000

Totals by Component $3,020,000 $0 $0 $0 $0 $0 $3,020,000

This table represents full funding of each PROJECT COMPONENT in Agreement 12-643. Billing and payment details follow.

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Agreement: 12-643

Part II – Billing and Payment Details Cost: PA&ED (Project Approval and Environmental Document)

Each PARTNER listed below will do WORK for PA&ED as described in the SCOPE SUMMARY of this Agreement:

• TCA

• CALTRANS

Therefore, based on the funding types displayed in the FUNDING SUMMARY table for this PROJECT COMPONENT:

• TCA will fund one hundred percent (100%) of all WORK costs, except for

costs of OBLIGATIONS and WORK to be performed by CALTRANS.

• CALTRANS will perform all OBLIGATIONS and WORK at no cost to TCA.

• CALTRANS, other than the duty to provide and perform all OBLIGATIONS and WORK assigned herein at no cost to TCA, has no funds allocated to PROJECT and TCA will have no right, under any circumstance, to seek a CALTRANS contribution of funds under the term of this Agreement

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Agreement: 12-643

Part III – Signature Page STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION By: Andrew Oshrin Design Senior Date Neda Saber District Budget Manager HQ Accounting

FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY By:

David W. Lowe Director, Design and Construction

Date

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DATE: May 8, 2014 TO: Foothill/Eastern Transportation Corridor Agency Board of Directors FROM: Maria Fazio, Manager, Budget and Planning SUBJECT: Third Quarter Fiscal Year 2014 Budget Status Report STAFF RECOMMENDATION: Receive and file. BACKGROUND: The Board of Directors approved the Foothill/Eastern Transportation Corridor Agency (F/ETCA) Fiscal Year 2014 budget on June 13, 2013. The Board of Directors subsequently approved a budget amendment to uses of approximately $157,000 for all electronic tolling (AET) civil construction expenses and $417,000 for incremental AET media and marketing programs. There was also an adjustment to debt service related to the refinance transaction more fully described on page 7. 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 has the authority to make budget transfers and reallocate funds within the major categories of Administration, SR 241, Capital Improvement Projects, Other Planning, Environmental and Construction, Toll Operations, and Debt Expenses, subject to controls in place under the 1995 and 1999 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 FY14 is $392.0 million, which includes $154.0 million of revenue, $113.4 million of cash on hand restricted for debt service, and $124.6 million of available cash. The amended uses budget for FY14 totals $201.8 million. The attached report analyzes variances based on year-to-date unaudited revenues and expenditures.

Third Quarter Fiscal Year 2014 Budget Status Report Report No. 9 May 8, 2014 File No. 2014F-015 Page 2

DISCUSSION: Revenue Summary Year-to-date revenues of $127.2 million represent 82.6% of the $154.0 million in annual budgeted revenues. Variances by type of revenue and detailed explanations are included below.

% ofAnnual Original

Original Amendments Amended Actual Balance BudgetBudget & Transfers Budget To Date Over/(Short) Earned*

Revenues:Net Toll Revenue 112,133 - 112,133 85,985 (26,148) 76.7% (1)Fees and Penalties 20,100 - 20,100 17,028 (3,072) 84.7% (2)Development Impact Fees 10,600 - 10,600 15,028 4,428 141.8% (3)Interest Earnings 10,744 - 10,744 8,805 (1,939) 82.0% (4)Grants 72 - 72 14 (58) 19.4% (5)Other Revenue 361 - 361 297 (64) 82.3% (6)

Total Revenues 154,010 - 154,010 127,157 (26,853) 82.6%

*75% Target as of end of third quarter

Description

Foothill/Eastern Transportation Corridor AgencyFY14 Budget to Actual Revenues

Nine Months Ending March 31, 2014($000)

(1) Through the third quarter, the agency recorded transactional toll revenue of $89.2

million. This transactional toll revenue is reduced by violations and unprocessable transactions of $3.2 million, resulting in Net Toll Revenue of $86.0 million or 76.7% of the annual budget.

(2) Fees and Penalties revenues were budgeted for FY14 at $20.1 million. Actual

revenue received of $17.0 million, or 84.7% of the budget, exceeded expectations. (3) Development Impact Fee collections totaled $15.0 million, representing 141.8% 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 various projects in Irvine and collections on large projects such as hotels and apartment buildings in Irvine, Tustin, and Mission Viejo.

(4) Interest earnings for the fiscal year are above budget at $8.8 million, or 82.0% of

the budget primarily due to one-time earnings related to the 1999 bond refinance transaction.


(5) A total of $14,000 has been received in FY14 for the federal Intelligent

Transportation System (ITS) grant, budgeted at $72,000. This video tolling project and the performance report was completed in the third quarter of the fiscal year.

(6) Year-to-date Other Revenue, budgeted at $361,000 for rental income from the San

Joaquin Hills Transportation Corridor Agency totaled $297,000 or 82.3% of the annual budget. Other Revenue received includes $271,000 for rental income from the San Joaquin Hills Transportation Corridor Agency, $19,000 in receipts for insurance reimbursement for damage by vehicles to an on road light pole, electrical box, and light curtains, and $7,000 in miscellaneous receipts.

Uses Summary Year-to-date actual uses on an accrual basis of $101.5 million represent 50.3% of the $201.8 million annual amended uses budget. Variances by use and explanations of any significant variances are provided below. A detailed expense report by category follows the summary explanations.

Prorated% of % of Amended

Amends Annual Amended Original Amended BudgetOriginal & Amended Actual Balance Budget Budget Prorated vs ActualsBudget Transfers Budget To Date Remaining Used* Used Budget Variance

Administration:Nonoperating Administration 10,447 - 10,447 4,399 6,048 42.1% 42.1% 7,835 3,436 Toll Operating Administration 6,472 35 6,507 4,070 2,437 62.5% 62.9% 4,880 810

Total Administration 16,919 35 16,954 8,469 8,485 50.0% 50.1% 12,715 4,246 (7)Planning, Environmental and Construction 32,564 530 33,094 6,883 26,211 20.8% 21.1% 24,822 17,939 (8)Toll Operations:

Customer Service & Toll Compliance 8,562 76 8,638 5,880 2,758 68.1% 68.7% 6,479 599 Toll Systems 3,379 (65) 3,314 2,352 962 71.0% 69.6% 2,486 134 Toll Collections 2,354 (20) 2,334 1,849 485 79.2% 78.5% 1,751 (98) Toll Facilities 1,015 (6) 1,009 607 402 60.2% 59.8% 757 150 Operations Equipment 2,015 24 2,039 1,508 531 74.0% 74.8% 1,530 22

Total Toll Operations 17,325 9 17,334 12,196 5,138 70.4% 70.4% 13,003 807 (9)Debt 113,078 21,331 134,409 73,966 60,443 55.0% 65.4% 73,966 - (10)

Total Uses 179,886 21,905 201,791 101,514 100,277 50.3% 56.4% 124,506 22,992


Description

Foothill/Eastern Transportation Corridor AgencyFY14 Budget to Actual Uses


(7) Total Administration expenditures were $8.5 million or 50.0% of the $17.0 million

annual amended budget. The variance of $4.2 million between the prorated amended budget and year-to-date expenses in this category is explained as follows:

• Salaries, benefits, employer taxes, and temporary help are approximately

$377,000 lower than the prorated amended budget. A total of nine positions were unfilled for all or part of the year, mainly due to turnover and recruitment and three employees out on disability for a portion of the year. Temporary help and consulting have been used to cover some staffing needs


during the fiscal year. In addition, medical insurance premiums renewed at less than expected.

• 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 slightly under budget.

• Legal Expense is lower than the prorated amended budget by $446,000

primarily due to legal costs that had been budgeted in relation to the F/ETCA refinancing in the event that the transaction was not completed during the year. Since the refinance was executed, these costs became part of the cost of issuance, including some that were incurred in FY13.

• Telephone/Communications are higher than the prorated amended budget by

$8,000. The transition to a new vendor, which will result in lower costs for the balance of the fiscal year, has taken slightly longer than anticipated. This item is being closely monitored.

• Consulting and Other Services is lower than the prorated amended budget by $705,000 primarily as a result of the F/ETCA refinancing explained above in the legal expense category. In addition, other services are incurred on an as needed basis.

• Marketing is under the prorated budget by $165,000 due to media and

advertising development costs expected to be incurred in the fourth quarter of the fiscal year.

• Pacifica Fixed Assets is under the prorated amended budget by $74,000 due to

AET related office equipment purchases completed under budget, partially offset by the desktop computer upgrade and Pacifica building security system upgrade projects which started in the first half of the fiscal year.

• SR 241 Administration expenses are $1.6 million under the prorated amended

budget through the end of the third quarter due to the timing of the project. Financial and insurance related costs budgeted would occur later in the project schedule while consulting and outreach expenses are only used on an as needed basis.

• SR 241 Legal is lower than the prorated amended budget by $572,000. These

expenditures are incurred on as needed basis.

• Several expenses including Board Compensation, Office Expense, Education, Seminars and Memberships, Publications and Subscriptions, Rents and Leases, Building Services, Transportation and Travel, and Office Equipment comprise $246,000 of the remaining Administrative Expenses that are under


the prorated amended budget. These expenses are incurred on an as needed basis.

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

$6.9 million or 20.8% of the $33.1 million amended budget. The variance of $17.9 million between the prorated budget and year-to-date expenses is a result of the following:

• SR 241 Long Range Planning and SR 241 Tesoro Extension Design,

Environmental, and Right-of-Way were budgeted for FY14 at $15.9 million. Year-to-date expenses of $3.0 million are $8.9 million under the annual amended prorated budget. This reflects delays on the environmental documents, permits, and contracting preparations.

• Capital Improvement Projects (CIP) expenditures are at $3.5 million, or

34.8% of the $10.0 million amended budget through the end of the third quarter, and under the prorated budget by $4.0 million. The status of projects in the CIP budget are as follows:

o The SR 241/91 Connector is under the prorated amended budget by

$414,000 and is a jointly funded project between the Orange County Transportation Authority (OCTA) and the F/ETCA. Funding for this project includes preliminary engineering and the environmental document. The Connector project is ongoing and expenditures are expected to continue during the remainder of the fiscal year.

o The Strategic and Policy Planning Study-AET is under the prorated amended budget by $3.5 million, with expenditures through the third quarter of $3.0 million, or 34.7% of the $8.6 million amended budget. The budget is comprised of marketing, civil engineering, outreach, project management, and on-road toll systems components for which expenditures will occur at various times in the fiscal year. Expenditures through the third quarter of FY14 included civil construction, toll systems procurement and implementation, project management, marketing, and back office transitional expenses. The majority of the budgetary expenditures involves milestone payments tied to installation completions and are scheduled mostly for the fourth quarter of the fiscal year.

o The ETC Toll Plaza Water Service project is $130,000 under the prorated

amended budget. This construction project, which shifts the water service from the water reservoir to a permanent domestic water connection, has been deferred to FY15.

• The remaining prorated variance of $5.0 million is attributable to other

construction and environmental costs not related to current CIP projects. The majority of this variance relates to ongoing environmental mitigation costs which were under the prorated amended budget by $4.7 million at 4.9% of the


$6.6 million annual amended budget for this category. The budget for this category also includes funding for various studies to monitor the agency’s compliance with permits and other environmental documents that occur at various times throughout the year as needed.

(9) Year-to-date actual expenses for Toll Operations of $12.2 million were under the

prorated amended budget by $807,000 and are 70.4% of the $17.3 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. In addition, the FY14 budget for transitional costs related to the first and final phase AET are included in the Toll Operations category. Other toll operations expenses are spent as needed or are incurred at specific times of the fiscal year.

• Customer Service and Toll Compliance expenditures were under the prorated

amended budget by $599,000, and were 68.1% of the amended budget primarily due to AET transitional costs expected to occur later in the fourth quarter. In addition, technical project payments through the customer service contractor are scheduled in the fourth quarter.

• Toll Systems is under the prorated amended budget by $134,000. Consulting services and replacement parts in these categories are spent as needed. In addition, maintenance/support expenditures are scheduled in the fourth quarter.

• Toll Collections is over the prorated amended budget by $98,000. The toll

attendant contract is budgeted for 11 months rather than 12 due to the implementation of AET. The contract expenditures through the third quarter are in line with the 11 month schedule and this item is considered on track with the annual budget.

• Toll Facilities is lower than the prorated amended budget by $150,000 due to the Tomato Springs reservoir decommissioning to be coordinated with the IRWD and maintenance and other projects incurred as needed or expected to occur later in the fiscal year.

• Operations Equipment expenditures are under the prorated amended budget

by $22,000 at 74.0% of the annual amended. The Intelligent Transportation System Video Tolling project costs which are offset by grant revenue was completed in the third quarter of the fiscal year under budget. Server replacements and AET related office equipment purchases were also completed under budget. This is partially offset by transponder expenses which are slightly over the prorated budget and are delivered as scheduled, based upon need, and considered on track with the annual budget.


(10) Year-to-date Debt of $74.0 million represents 55.0% of the annual amended budget.

The 1999 Bonds were refinanced in January 2014. Based on the agency’s budget requirements, the FY14 includes January 2014 debt service payments for the 1995 and 1999 bonds and July debt service payments for the 1995 and 2013 bonds. Due to the timing of the transaction, the FY14 budget required an increase. However, the agency will save approximately $1 billion between 2015 and 2040 due to the refinance. The agency budgets and makes debt payments as scheduled.

CONCLUSION: Through the end of the third quarter of Fiscal Year 2014, the Foothill/Eastern Transportation Corridor Agency received a total of $127.2 million in revenue or 82.6% of the annual amended budget. Net Toll Revenue, Fees and Penalties, Development Impact Fees, Interest Earnings, and Other Revenue were above target at 76.7%, 84.7%, 141.8%, 82.0%, and 82.3%, respectively. Grants were under budget at 19.4%. Total uses were at $101.5 million or 50.3% of the annual amended budget through the end of the third quarter. Administration, Planning, Environmental and Construction, and Toll Operations are below the annual amended budget at 50.0%, 20.8% and 70.4%, respectively. Debt was at an expected 55.0%.

% of % ofAnnual Amend Amend

Original Amendments Amended Actual Balance Budget BudgetCategory Budget & Transfers Budget To Date Remaining Used* Remaining

Administration:Regular Salaries and Temporary Help 5,033 - 5,033 3,519 1,514 69.9% 30.1%Board Compensation 84 - 84 42 42 50.0% 50.0%Benefits 2,081 - 2,081 1,442 639 69.3% 30.7%Employer Taxes 101 - 101 74 27 73.3% 26.7%Insurance 1,041 - 1,041 717 324 68.9% 31.1%Legal Expense 364 45 409 (139) 548 -34.0% 134.0%Telephone/Comm 103 - 103 85 18 82.5% 17.5%Office Expense 278 - 278 178 100 64.0% 36.0%Educ, Seminar, Membership, Mtgs 127 - 127 60 67 47.2% 52.8%Consulting & Other Services 591 27 618 (241) 859 -39.0% 139.0%Marketing 829 35 864 482 382 55.8% 44.2%Publications & Subscriptions 7 - 7 4 3 57.1% 42.9%Rents & Leases 56 - 56 41 15 73.2% 26.8%Building Services 532 (9) 523 302 221 57.7% 42.3%Transportation & Travel 255 - 255 142 113 55.7% 44.3%Office Equipment 49 - 49 19 30 38.8% 61.2%Pacifica Fixed Assets 226 9 235 102 133 43.4% 56.6%

Subtotal Administration 11,757 107 11,864 6,829 5,035 57.6% 42.4%SR 241 Administration:

Administration 3,157 (15) 3,142 751 2,391 23.9% 76.1%Legal 2,005 (57) 1,948 889 1,059 45.6% 54.4% Subtotal SR 241 Admin 5,162 (72) 5,090 1,640 3,450 32.2% 67.8%

Total Administration 16,919 35 16,954 8,469 8,485 50.0% (7) 50.0%Planning, Environmental and Construction:

SR 241:Design/Program Mgmt 4,722 - 4,722 1,686 3,036 35.7% 64.3%Design Special Studies & Other 586 56 642 24 618 3.7% 96.3%Design Contingency 2,100 (70) 2,030 - 2,030 0.0% 100.0%Design General Engineering Cost 250 25 275 40 235 14.5% 85.5%Environmental 4,719 - 4,719 426 4,293 9.0% 91.0%ROW Acquisitions, Appraisals & Other 1,095 - 1,095 79 1,016 7.2% 92.8%Construction Management & Other Constr 390 (11) 379 - 379 0.0% 100.0%Design/Build 2,000 - 2,000 697 1,303 34.9% 65.2% Total SR 241 15,862 - 15,862 2,952 12,910 18.6% 81.4%

Capital Improvement Plan (CIP):SR241/91 Connector 1,210 - 1,210 494 716 40.8% 59.2%Strategic & Policy Planning Study (AET) 8,091 530 8,621 2,992 5,629 34.7% 65.3%ETC Toll Plaza Water Service 176 - 176 2 174 1.1% 98.9%241 Widening-133 to Chapman (Loma Seg) 3 - 3 - 3 0.0% 100.0% Total Capital Improvement Plan 9,480 530 10,010 3,488 6,522 34.8% 65.2%

Other Planning, Environmental and Construction:Environmental 6,654 (18) 6,636 324 6,312 4.9% 95.1%Design/Program Mgmt 165 - 165 90 75 54.5% 45.5%Design Special Studies & Other 8 34 42 29 13 69.0% 31.0%ROW Acquisitions, Appraisals & Other 3 - 3 - 3 0.0% 100.0%Other Construction FETC 392 (16) 376 - 376 0.0% 100.0% Total Other Planning, Environ and Constr 7,222 - 7,222 443 6,779 6.1% 93.9%

Total Planning, Environmental and Construction 32,564 530 33,094 6,883 26,211 20.8% (8) 79.2%Toll Operations:

Customer Service & Toll Compliance 8,562 76 8,638 5,880 2,758 68.1% 31.9%Toll Systems 3,379 (65) 3,314 2,352 962 71.0% 29.0%Toll Collections 2,354 (20) 2,334 1,849 485 79.2% 20.8%Toll Facilities 1,015 (6) 1,009 607 402 60.2% 39.8%

Subtotal Toll Operations 15,310 (15) 15,295 10,688 4,607 69.9% 30.1%Operations Equipment:

Transponder Equipment 1,854 - 1,854 1,422 432 76.7% 23.3%Toll Equipment 161 24 185 86 99 46.5% 53.5% Total Equipment 2,015 24 2,039 1,508 531 74.0% 26.0%

Total Toll Operations 17,325 9 17,334 12,196 5,138 70.4% (9) 29.6%Debt 113,078 21,331 134,409 73,966 60,443 55.0% (10) 45.0%

Total Uses 179,886 21,905 201,791 101,514 100,277 50.3% 49.7%


Foothill/Eastern Transportation Corridor AgencyFY14 Budget to Actual Uses


TECHNICAL ADVISORY COMMITTEE ---___ SAN JOAQUIN HILLS COMMITTEE

FOOTHILL/EASTERN COMMITTEE ---___ JOINT ADMINISTRATION COMMITTEE ___ LEGAL AND LEGISLATIVE COMMIITEE

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

BOARD MEETING DATE: May 8, 20 14

Report No. 16 File No. 2014J-018

SUBJECT: Extension of the Department of California Highway Patrol (CHP) Contracts

Foothill/Eastern Transportation Corridor Agency Recommendation:

1. Authorize the acting chief executive officer (CEO) to execute an amendment to the CHP Contracts K000030 and K000029 for Toll Violation Enforcement extending the term through June 30, 2015.

2. Approve additional funding for Fiscal Year 2015 (FY15), in the amount of $23 1,608 for CHP Contract K000030, covering on-road toll violation enforcement support through the Santa Ana CHP office; and, $104,056 for support through the San Juan Capistrano office under CHP Contract K000029.

3. Authorize the acting CEO to execute additional changes to the contracts within five percent ($16, 783) of the contract values without further Board of Director's action.

San Joaquin Hills Transportation Corridor Agency Recommendation:

1. Authorize the acting chief executive officer (CEO) to execute an amendment to the CHP Contracts K000053 and K000052 for Toll Violation Enforcement extending the term through June 30, 2015.

2. Approve additional funding for FY15, in the amount of $128,138 for CHP Contract K000053, covering onroad toll violation enforcement support through the Santa Ana CHP office; and, $68,998 for support through the San Juan Capistrano office under CHP Contract K000052.

3. Authorize the acting CEO to execute additional changes to the contracts within five percent ($9,857) of the contract values without further Board of Director's action.

SUMMARY:

Staff recommends continuing to contract with the State of California for use of CHP officers for toll violation enforcement through June 30, 2015. The purpose for CHP enforcement under these contracts is toll violation deterrence. CHP officers pursue motorists with no-plates or obscured plates who purposely avoid toll payment. In addition, the officers are given a weekly "hot-list" which provides detailed information regarding specific repeat violators. This program is successfu l in controlling the growth-rate of no-plate and obscured violation occurrences. Staff is recommending an extension of the contracts with the CHP for one year of service at a cost of $335,664 for F/ETCA and $197,136 for SJHTCA.

CONTRACTOR/CONSULTANT:

COST:

REPORT WRITTEN BY:

REVIEWED BY:

Department of California Highway Patrol

FIE $335,664 SJH $197, 136

Joyce Hill, Deputy Director, Customer Service

Engineering/Environmental 1Y Communications/Public Affairs __ }1r~---Finance ~ Toll Operations J\Zfu.


DATE: May 8, 2014 TO: Foothill/Eastern Transportation Corridor Agency Board of Directors San Joaquin Hills Transportation Corridor Agency Board of Directors FROM: Joyce Hill, Deputy Director, Customer Service SUBJECT: Extension of the Department of California Highway Patrol (CHP) Contracts STAFF RECOMMENDATION:

Foothill/Eastern Transportation Corridor Agency Recommendation: 1. Authorize the acting chief executive officer (CEO) to execute an amendment to the CHP


2. Approve additional funding for Fiscal Year 2015 (FY15), in the amount of $231,608 for CHP Contract K000030, covering on-road toll violation enforcement support through the Santa Ana CHP office; and, $104,056 for support through the San Juan Capistrano office under CHP Contract K000029.


San Joaquin Hills Transportation Corridor Agency Recommendation: 1. Authorize the acting chief executive officer (CEO) to execute an amendment to the CHP


2. Approve additional funding for FY15, in the amount of $128,138 for CHP Contract K000053, covering on-road toll violation enforcement support through the Santa Ana CHP office; and, $68,998 for support through the San Juan Capistrano office under CHP Contract K000052.


Extension of the Dept. of California Highway Patrol (CHP) Contracts Report No. 16 May 8, 2014 File No. 2014J-018 Page 2 BACKGROUND: The agencies began contracting with the CHP for on-road toll violation enforcement services in May 2000, and have renewed these services each year. The area of responsibility for the Foothill/Eastern and San Joaquin Hills toll roads is divided between the Santa Ana and San Juan Capistrano CHP offices. Each agency has separate contracts with the individual CHP offices in Santa Ana and San Juan Capistrano. Each agency’s contracts are separated based on the geographical portions of the roads for which each CHP office is responsible. The current contracts began on July 1, 2013, and will expire on June 30, 2014. The current one-year combined contract value is $252,000 for the Foothill/Eastern Transportation Corridor Agency (F/ETCA) and $148,000 for the San Joaquin Hills Transportation Corridor Agency (SJHTCA). In accordance with the California Vehicle Code, the CHP has full responsibility and primary jurisdiction for enforcement of laws on The Toll Roads, and exclusive authority to police them. The Orange County Sheriff and other peace officers may incidentally enforce state and local traffic laws and ordinances on toll highways while engaged in general law enforcement activities. The most reasonable interpretation of the Vehicle Code’s relevant provisions is that the legislature intended to grant exclusive jurisdiction on the CHP to police The Toll Roads, but to permit other peace officers to enforce the Vehicle Code if violations occur in their presence while otherwise engaged in their general law enforcement activities. The CHP’s hourly overtime rate is $79.25, while the Sheriff’s estimated rate is $79.80. The CHP’s rate is based on actuals. The Sheriff’s rate was calculated from the base pay rate posted on their website. Due to the restrictions by our state law, and the cost differential—as well as the CHP’s outstanding performance—staff recommends continuing to contract with the CHP for these services. DISCUSSION: Using the Department of Motor Vehicles (DMV) database to determine the registered owner information, toll violations are processed for identifiable vehicles that fail to pay the proper toll as they pass through payment locations. Toll violations by vehicles with identifiable license plate information total nearly 48,500 transactions per month, or 2.2 percent of total toll transactions per month on the San Joaquin Hills toll road, and about 71,400, or 1.5 percent of total toll transactions per month on the Foothill/Eastern toll roads. Notices requesting payment of toll and violation penalty are mailed to registered owners. Violations generate about $2.1M each month in combined violation revenue. Monthly violation transactions for which a license plate is not mounted on the vehicle or “no-plate” transactions total about 32,200, or 1.5 percent, of total toll transactions on the San Joaquin

Extension of the Dept. of California Highway Patrol (CHP) Contracts Report No. 16 May 8, 2014 File No. 2014J-018 Page 3 Hills toll road and almost 54,400, or 1.2 percent, on the Foothill/Eastern toll roads. These transactions represent over two-thirds of all non-pursuable transactions. Expected loss of revenue due to “no-plates” in calendar year 2013 was $3.1M. To control this type of revenue loss, the agencies contract with the CHP as an extension of the toll violation enforcement program. Since the implementation of the CHP enforcement program, no-plate violations decreased from almost 3 percent to slightly above 1 percent. The improvement in no-plate transactions over the years can largely be attributed to the work performed by the CHP under these contracts. As such, staff determined that the presence of the CHP for toll violation enforcement is an effective part of the agencies’ violation deterrence program and helps control both the toll violation rate and the rate of no-plate transactions. Staff works with the respective CHP offices to establish a schedule to the day, time, and location for toll violation deterrence. This procedure will continue under all electronic tolling (AET). While on-duty under these contracts, the officers take appropriate enforcement action on vehicles that pass through toll locations without making the proper payment. Beyond citing vehicles with no-plates and no transponders, CHP officers look for vehicles with obscured or covered license plates. In addition, the officers are given a weekly “hot-list” which provides detailed information regarding specific repeat violators. In these instances, the officers are asked to look for a particular vehicle for which the agencies are having difficulty identifying the registered vehicle owner. These “hot-listed” vehicles are often not registered properly with the DMV, or are riding with stolen or otherwise unauthorized license plates. The CHP is often able to catch these vehicles in the act of committing a toll violation. These efforts are successful in stopping the violator behavior and in providing the agency with information related to previously non-pursuable violations. CHP issues roughly 6,500 citations and warnings annually for all toll enforcement activity under these contracts. Staff is requesting to continue to contract with the CHP in FY15 at an estimated cost of $335,664 for F/ETCA and $197,136 for SJHTCA. The combined contract values allow for a scheduled 8 percent salary increase over FY14’s CHP wages and an additional $100,000 to increase enforcement at the onset of AET. Staff believes supplemental hours are necessary with the recent acceptance of image-based tolling on The Toll Roads. Visibility of the CHP reminds patrons of the requirement to either properly mount a transponder in a vehicle associated with a valid FasTrak® account, or properly mount a license plate linked to a vehicle on a valid ExpressAccount™. The funding will allow continued use of CHP officers for toll violation enforcement through June 30, 2015. The contract values are based on the anticipated coverage needed from each office for each agency. The proposed contract values are estimated based on the anticipated actual hours worked by each officer and by the individual officer’s rate of pay. All contracts for toll violation

Extension of the Dept. of California Highway Patrol (CHP) Contracts Report No. 16 May 8, 2014 File No. 2014J-018 Page 4 enforcement throughout the State of California stipulate that any supplemental CHP toll enforcement activity is provided in an overtime environment. As such, the contract reflects overtime rates of pay. BUDGET: Funding for the contracts is included in the proposed FY15 budget. CONCLUSION: Staff recommends continuing to contract with the State of California for use of CHP officers for toll violation enforcement through June 30, 2015. The purpose for CHP enforcement under these contracts is toll violation deterrence. CHP officers pursue motorists with no-plates or obscured plates who purposely avoid toll payment. In addition, the officers are given a weekly “hot-list” which provides detailed information regarding specific repeat violators. This program is successful in controlling the growth-rate of no-plate and obscured violation occurrences. Staff is recommending an extension of the contracts with the CHP for one year of service at a cost of $335,664 for F/ETCA and $197,136 for SJHTCA. Attachment

PROCUREMENT SUMMARY REPORT Report No. 16 File No. 2014J-018 Contract #: K000029, K000030, K000052, K000053 Amendment No.: 15, 15, 16, 16 respectively Title: CHP Toll Enforcement Agreement Contractor: California Highway Patrol Procurement Process Type: Negotiated Amendment Award Criteria: Continuity of Service Price: F/E $335,664 SJH $197,136

CONTRACT AGENCY CHP ADMINISTRATIVE OFFICE PRICE K000029 A15 F/ETCA San Juan Capistrano $104,056 K000030 A15 F/ETCA Santa Ana $231,608 F/ETCA Total $335,664 K000052 A16 SJHTCA San Juan Capistrano $ 68,998 K000053 A16 SJHTCA Santa Ana $128,138 SJHTCA Total $197,136 Notes: Based on agencies’ research, it is reasonable to conclude that the agencies are preempted by state law from contracting with the Sheriff’s department or other agencies that employ peace officers to exclusively patrol The Toll Roads to enforce toll payment requirements. If the agencies wanted to contract with an agency other than the CHP, clarification of the law through an amendment or an opinion by the Attorney General would be needed. The agencies’ legal counsel recommends against contracting with an agency other than the CHP without such an amendment or opinion. Either approach would entail significant time and effort. Service is provided on an as-needed basis at an hourly rate of $79.25.

__ TECHNICAL ADVISORY COMMITTEE __ SAN JOAQUIN HILLS COMMITTEE __ FOOTHILL/EASTERN COMMITTEE __ JOINT ADMINISTRATION COMMITTEE __ LEGAL AND LEGISLATIVE COMMITTEE _x_sAN JOAQUIN HILLS BOARD OF DIRECTORS _x_FOOTHILL/EASTERN BOARD OF DIRECTORS


Report No.17 File No. 2014J-015

SUBJECT: Water and Wastewater Services Contract - JIMNI Systems, Inc.



1. Authorize the acting chief executive officer (CEO) to execute a third and final one-year contract extension to JIMNI Systems, Inc., extending the term through June 30, 2015.

2. Approve additional funding for Fiscal Year 2015 (FY15), in the amount of $258,000 for JIMNI Contract K000664.

3. Authorize the acting CEO to execute additional changes to this contract within ten percent of the authorized expenditure without further Board action.


1. Authorize the acting chief executive officer (CEO) to execute a third and final one-year contract extension to JJMNI Systems, Inc., extending the term through June 30, 2015.

2. Approve additional funding for Fiscal Year 2015 (FY15), in the amount of $70,000 for JIMNI Contract K000664.

3. Authorize the acting CEO to execute additional changes to this contract within ten percent of the authorized expenditure without further Board action.

SUMMARY:

JJMNI Systems Inc. provides annual water and wastewater maintenance and repair services for The Toll Roads' privately owned wastewater, potable water and reservoir systems. This service contract was rebid in June of 2011 and JIMNI Systems was awarded a one-year contract with two one-year options. To retain Jimni System's expertise, experience and scalable contract pricing during the Tomato Springs reservoir decommissioning and All Electronic Tolling (AET) projects, staff recommends approval of an additional third and final one-year contract extension. The contract unit pricing will match the 2013 CPI increase of 1.1 percent.

CONTRACTOR/CONSULTANT: JIMNI Systems Inc.

COST:

REPORT WRITTEN BY:

REVIEWED BY:

FIE: SJH

$258,000 $70,000

Kurt Machtolf, Facilities Manager



DATE: May 8, 2014 TO: Foothill/Eastern Transportation Corridor Agency Board of Directors San Joaquin Hills Transportation Corridor Agency Board of Directors FROM: Kurt Machtolf, Facilities Manager SUBJECT: Water and Wastewater Services Contract – JIMNI Systems, Inc. STAFF RECOMMENDATION: Foothill/Eastern Transportation Corridor Agency Recommendation: 1. Authorize the acting chief executive officer (CEO) to execute a third and final one-year



the authorized expenditure without further Board action. San Joaquin Hills Transportation Corridor Agency Recommendation: 1. Authorize the acting chief executive officer (CEO) to execute a third and final one-year



the authorized expenditure without further Board action. BACKGROUND: Due to the remote nature of three of the four Foothill/Eastern Transportation Corridor (F/ETC) toll plazas, connections to municipal sewers and potable water systems were unavailable at the time of construction. Therefore, alternative wastewater, water and reservoir systems were designed and installed at the Tomato Springs, Orange Grove, and Windy Ridge toll plazas. Reservoirs at the Windy Ridge and Tomato Springs toll plazas provide storage for potable domestic water, landscape irrigation, and fire-fighting capacity to six mainline toll plaza buildings at the three remote locations. The fourth toll plaza at Irvine Ranch was able to be

Water and Wastewater Services Contract File No. 2014J-015 May 8, 2014 Report No. 17 Page 2 connected to all municipal utilities. The Catalina View toll plazas on the San Joaquin Hills Transportation Corridor (SJHTC) were connected to a municipal water system; however, connection to a municipal sewer system was and still remains unavailable. Wastewater at the Catalina View toll plazas and the three remote F/ETC toll plazas is collected in holding tanks that must be emptied on a regular basis. Overall, the SJHTC agency requires water/wastewater services for one mainline plaza while the F/ETC agency requires water/wastewater services for four mainline plazas and two reservoirs. However, of the two reservoirs, the one located at the northbound Tomato Springs toll plaza will be decommissioned when the new pipeline connection to a nearby municipal reservoir is certified for operation within the next few months. DISCUSSION: The Water and Wastewater Contract was re-bid and awarded to JIMNI Systems in June 2011. The services provided within the contract include preventive maintenance and corrective repairs of the water and wastewater pipelines and pumping systems, tanker truck water delivery to the Windy Ridge reservoir, routine cleaning and maintenance of the two reservoirs, removal and disposal of wastewater from toll plaza holding tanks and two-hour response to any water/wastewater system emergency. The contract costs are based on multiplication of fixed unit pricing and the estimated frequencies of the above services. Each Agency is independently invoiced for the actual expenses incurred. The contract is therefore scalable; the service levels and frequencies can be adjusted up or down at fixed unit pricing to accommodate changes in service needs. The original one-year contract term included two one-year options with unit prices adjusted annually by an amount equal to the lessor of three percent or the change in the Consumer Price Index (CPI) for the most recent full calendar year. Following these contract terms, the second one-year option was exercised July 1, 2013 with an increase in unit pricing that matched the 2012 CPI of two percent. The current second-year contract option expires on June 30th, 2014. Staff recommends an additional third and final one-year contract extension to retain Jimni System’s expertise and experience during the delayed but upcoming Tomato Springs reservoir decommissioning project and the anticipated but uncertain reduction in water and waste water service frequencies related to the All Electronic Tolling (AET) project. The contract unit pricing will increase by the 2013 Consumer price Index (CPI) of 1.1% for the final one-year extension. The contract will be re-bid next year. BUDGET: Funding for the contract is included in the FY15 proposed budget.

Water and Wastewater Services Contract File No. 2014J-015 May 8, 2014 Report No. 17 Page 3 CONCLUSION: JIMNI Systems Inc. provides annual water and wastewater maintenance and repair services for The Toll Roads’ privately owned wastewater, potable water and reservoir systems. This service contract was re-bid in June of 2011 with JIMNI Systems being awarded a one-year contract with two one-year options with annual price adjustments determined by an amount equal to the lessor of three per cent or the change in the CPI for the most recent full calendar year. Staff recommends an additional third and final one-year contract extension to retain Jimni System’s expertise and experience during the upcoming Tomato Springs reservoir decommissioning project and scalable pricing for the expected but undetermined reduction in water and wastewater service frequencies related to the current All Electronic Tolling (AET) project. The contract will increase by the 2013 Consumer price Index (CPI) of 1.1% for the final one-year extension. Attachment

PROCUREMENT SUMMARY REPORT Report No. 17 File No. 2014J-015 Contract #: K000664 Amendment #: A3 Title: Water and Wastewater Services Contractor/Consultant/Vendor: JIMNI Systems, Inc. Procurement Process Type: Per Contract Terms Award Criteria: Continuity of Service Price: Not-to-Exceed $328,000 Notes: The current contract expires on June 30, 2014. Staff recommends a one-year extension to the current 3-year contract due to the postponement of the TSN reservoir decommissioning project to Fiscal Year 2015, and the uncertain reduction in water and wastewater service frequencies related to the completion of the current AET project. Contract No. K000664 Compensation: F/ETCA SJHTCA TOTAL Original NTE Amount $245,530.00 $68,008.00 $313,538.00 Amendment No. 1 $252,896.00 $70,048.00 $322,944.00 Amendment No. 2 $258,000.00 $70,000.00 $328,000.00 Current NTE Amount $756,426.00 $208,056.00 $964,482.00 Proposed Amendment No.3

$258,000.00

$70,000.00

$328,000.00

Revised NTE Amount $1,014,426.00 $278,056.00 $1,292,482.00

TECHNICAL ADVISORY COMMITTEE SAN JOAQUIN HILLS OPERATIONS COMMlTTEE FOOTIDLLJEASTERN OPERA TIO NS COMMITTEE .JOINT ADMINISTRATION COMMITTEE LEGAL & LEGISLATIVE COMMITTEE

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

BOARD MEETING DATE: May 8, 20 14

SUBJECT: Contracts and Procurement System Policy and Procedures Manual (CAPS Manual) Proposed Revisions


Receive and ti le.

SUMMARY:


Staff, with direction from the Joint Procurement Ad Hoc Committee, is recommending ce1tain modifications to the CAPS Manual. Jn February 2014 a Joint Procurement Ad Hoc Committee was formed to review the agencies' procurement policies and procedures. It was determined adequate controls exist; however, changes could be made to improve accountability and visib ility and ensure the Board Members are fully aware of ongoing activity. Recommended changes include (I) modification of the authority granted to the CEO to restrict noncompetitively procured agreements with an ind ividual vendor, to a cumulative max imum of $25.000 per agency, per fi scal year, and (2) replacement of the current Quarterly Rcpo11 of Routine Business Expense Contracts with a Quarterly Report of Procurement Activity. These changes wil l enhance controls and transparency while reinforcing the agencies' core policy of seeking a maximum of competition in contracting activi ties, where possible, cons istent with timely completion of the agencies' programs and ensuring accountabi lity to the public and bondho lders. The attached presentation provides a recap of the Ad Hoc Committee discussions and decisions. Specific modifications to the CAPS Manual will be presented to the Boards of Directors for action at a future meeting.

CONTRACTOR/CONSULTANT: NIA

COST:

REPORT WRITTEN BY: REVIEWED BY:

F/E= SJH =

$ 0 $ 0

Eileen Harrigan, Manager, Contracts & Procurement


04_23_14_Prc Ad Hoc

Contracts and Procurement Services (CAPS)

Policy and Procedure Review May 8, 2014

1

04_23_14_Prc Ad Hoc

Procurement Policy

CAPS Manual – Identifies Board policy based on

• Legal authority • Ethical practice

– Delegates authority to award contracts • Assigns responsibility • Establishes accountability

– Outlines procedures for procurement activities • Competition • Efficiency • Best practices

– Establishes controls • Internal approvals • Documentation • Reporting

2

04_23_14_Prc Ad Hoc

Procurement Controls

Internal audit – 2013 Internal audit conducted to evaluate compliance with policy and procedures per CAPS Manual

Consistent approval by key staff – All requisitions require approval by Technical staff, Budget & Accounting staff, Executive Team member or

delegate, and Manager, Contracts

Consistent Board approvals – For contracts per CAPS Manual policy

Periodic review – All routine recurring contracts are reviewed no less than every 3 years for potential re-procurement

Contract closeout process – Confirms receipt of goods or services within contracted terms and value

Current Reporting – Quarterly reports to Boards of Directors of Routine Business Expense contracts – Procurement Summary Reports with staff reports to the Boards of Directors including contract authorizations – Quarterly report to CEO of all requisitions approved

3

04_23_14_Prc Ad Hoc

Recommended Changes Delegation of Authority

– Up to $25,000 per Agency per contract • With a unique scope of services

– Up to $25,000 per Agency per contract • With a unique scope of services, and

• Restricted to a maximum cumulative value of $25,000 per Vendor, per Fiscal Year for non-competitively procured contracts.

– Up to $100,000 per Agency for Routine Business Expense • General services, leases, or purchases • Professional or consultant services to supplement or support staff • Maximum one year commitment • Within approved budgeted funds • Routinely reviewed to ensure competition

– Emergency Situations 4

04_23_14_Prc Ad Hoc

Recommended Changes

Reporting – Weekly Board Updates identify upcoming

procurements – Procurement Summary Reports with Board Reports

for Contract actions – Quarterly Report of Routine Business Expense

Contracts – Quarterly Report of All Procurement Activity > $2,500 – Quarterly Budget Status Reports – Quarterly report to CEO of all requisitions

5

04_23_14_Prc Ad Hoc

Procurement Activity

January 1, 2013 to 2/19/2014

Authorization Type Volume Value % of Value

Board Action 46 $ 73,696,430.50 96.4%

Prior Board Action 128 $ 237,825.48 0.3%

CEO Authority $10k to $25k 50 $ 656,813.97 0.9%

CEO Delegated <$10k per 104 $ 460,703.75 0.6%

Routine Business Expenses 147 $ 1,204,524.75 1.6%

Resolution/ F/ETCA Chair 5 $ 183,278.88 0.2%

480 $ 76,439,577.33

6

04_23_14_Prc Ad Hoc

Recap of Recommendations

Restricting CEO authority for non-competitively procured contracts per vendor in a Fiscal Year to $25,000 Expanding reporting to the Boards of

Directors to include ALL procurement activity in a quarter.

7

04_23_14_Prc Ad Hoc

Contracts and Procurement Services (CAPS) Policy and Procedure Review

8

Greg Walker Manager, Internal Audit

949-754-3438

Eileen Harrigan Manager Contracts & Procurement

949-754-3479

TECHNICAL ADVISORY COMMITTEE SAN JOAQUIN HILLS OPERATIONS COMMITTEE FOOTHILL/EASTERN OPERATIONS COMMITTEE JOINT ADMINISTRATION COMMITTEE LEGAL & LEGISLATIVE COMMITTEE

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



SUBJECT: Toll Enforcement and Customer Service Center Contract Amendment



Authorize the acting chief executive officer (CEO), subject to approval of the Fiscal Year 2015 (FYI 5) budget, to execute Amendment No. 24 to Contract No. K000164 to fund the 3M Company (3M) Toll Enforcement and Customer Service Center Contract for FYI 5 in the total amount of $4,494, 140.


Authorize the acting chief executive officer (CEO), subject to approval of the FY15 budget, to execute Amendment No. 24 to Contract No. K000164, to fund the 3M Company (3M) Toll Enforcement and Customer Service Center Contract for FY15 in the total amount of $2,213,536.

SUMMARY

In order to continue providing quality customer service and violation processing and collections, staff recommends approval of the scope and funding for FY15. The fixed price annual contract value is $4,494,140 for Foothill/Eastern Transportation Corridor Agency and $2,213,536 for San Joaquin Hills Transportation Corridor Agency. The contract provides for a 30-day cancellation period, thus this action is needed now to comply with the contract in the event of cancellation. A staff initiative in FY15 is to reprocure this service for the following fiscal year.

CONTRACTOR/CONSULTANT: 3M Company

REPORT WRITTEN BY:

REVIEWED BY:

COST:

Jam es T. Gallagher Chief Toll Operations Officer

FIE = SJH =

Engineering/Environmental Communications & Public Affairs Finance Toll Operations

$4,494,140 $2,213,536


DATE: May 8, 2014 TO: Foothill/Eastern Transportation Corridor Agency Board of Directors San Joaquin Hills Transportation Corridor Agency Board of Directors FROM: James T. Gallagher, Chief Toll Operations Officer SUBJECT: Toll Enforcement and Customer Service Center Contract Amendment STAFF RECOMMENDATION:

Foothill/Eastern Transportation Corridor Agency Recommendation: Authorize the acting chief executive officer (CEO), subject to approval of the Fiscal Year 2015 (FY15) budget, to execute Amendment No. 24 to Contract No. K000164 to fund the 3M Company (3M) Toll Enforcement and Customer Service Center Contract for FY15 in the total amount of $4,494,140. San Joaquin Hills Transportation Corridor Agency Recommendation: Authorize the acting chief executive officer, subject to approval of the FY15 budget, to execute Amendment No. 24 to Contract No. K000164, to fund the 3M Company (3M) Toll Enforcement and Customer Service Center Contract for FY15 in the total amount of $2,213,536. BACKGROUND: 3M (formerly VESystems) has provided violations processing and collections for the agencies since 2001 and customer service since 2004. In July 2006, these two separate contracts were combined under one Toll Enforcement and Customer Service Center Contract. This contract was based on cost-plus pricing. In February 2009, the Finance and Operations Committees of the Boards, based on the recommendation of the Joint Toll Operations Ad Hoc Committee, directed staff to negotiate with the three current major toll operations service providers. The objective was to reduce annual costs, negotiate new terms and conditions, on a fixed-price basis consistent with current traffic levels, while preserving an option to conduct a competitive procurement. If negotiations were

3M Amendment Report No. 2014J-019 May 8, 2014 File No. 14 Page 2 unsuccessful, the agencies would issue a Request for Proposal (RFP). The staff successfully concluded an agreement for a three-year base period and three one-year options with annual increases governed by Consumer Price Index (CPI) at no more than three percent and not less than zero. The increase from Fiscal Year 2014 (FY14) consists of a 1.1 percent CPI adjustment. FY15 is the final of three one-year options. The contract provides for a 30-day cancellation period, thus this action is needed now to comply with the contract in the event of cancellation. A staff initiative in FY15 is to reprocure this service for the following fiscal year. DISCUSSION: 3M’s contract includes five components—Standard Scope, Patron Notices, Technical Maintenance, Technical Projects, and All Electronic Tolling (AET) Additional Staffing. Technical projects are subject to a not-to-exceed amount and a specific notice-to-proceed (NTP). The Standard Scope includes management and operation of the call center, account maintenance, customer relations, transponder inventory, mail processing, reporting, payment processing, toll enforcement processing, and program management. Staffing to accomplish the standard scope is currently 68.75 Full Time Equivalents (FTEs) distributed as follows: call center, 37.0; transponder processing, 7.0; image processing, 7.75; resolutions, 12.0; and, payment processing, 5.0. The Patron Notices component entails the preparation and distribution of approximately 70,000 monthly notices consistent with the agencies’ guidelines. Examples include letters notifying customers of soon-to-expire credit cards, low FasTrak account and ExpressAccount™ balances, suspended accounts, and frequent pay-by-plates. These notices do not include account statements and violation notices which are sent by our mail house through a separate contract. One FTE is dedicated to this effort. The Technical Maintenance component includes a variety of information technology support services. Some of these services are preparation of reports, performance of special projects (e.g. pay-by-plate analysis), maintenance of system configuration control records, standard operating procedure documents and system documents. Five FTEs are dedicated to this function. The Technical Projects component consists of all work and program management associated with performing technical projects identified each year by the agencies. Examples include support for customer service system enhancements, patron website enhancements, customer incentive programs, mobile app enhancements, and retail distribution programs. Staffing for these projects is on an as-needed basis. Each technical project is subject to an individual NTP. The following table lists each technical project and budgeted dollars for each agency.

3M Amendment Report No. 2014J-019 May 8, 2014 File No. 14 Page 3

Technical Projects

Description F/E Budgeted Dollars

SJH Budgeted Dollars

Total Budgeted Dollars

Operational Data Push to Finance

47,451 23,371 70,822

Mobile App Enhancements

31,635 15,582 47,217

Password Reset Online Security Questions

21,090 10,388 31,478

Customer Incentives

15,817 7,791 23,608

Image Processing Integration w/Back-Office VTX System

16,477 8,115 24,592

One-Time-Toll Plate Validation

10,545 5,194 15,739

Website Enhancements – Patron Pages

26,363 12,985 39,348

Online One-Time-Toll Conversion to Account

21,090 10,388 31,478

System Enhancements

26,363 12,985 39,348

Additional Retail Transponder Distribution Program

47,451 23,371 70,822

Website Enhancements – Marketing “Look and Feel”

15,817 7,791 23,608

Automatic ExpressAccount Invoice Payment

5,273 2,597 7,870

Alternative Image Processing Performance Improvement

21,090 10,388 31,478

CPN Enhancement

10,545 5,194 15,739

Total:

317,007

156,140

473,147

The AET Additional Staffing includes 14.0 FTEs distributed as follows: call center, 8.0; image processing, 4.0; and payment processing, 2.0. In addition to the above staffing levels, 4.0 FTEs provide project management.

3M Amendment Report No. 2014J-019 May 8, 2014 File No. 14 Page 4 3M consistently provides quality customer service through their call center, customer relations, and transponder management efforts. Their resolutions team processes and collects violations in a reliable and professional manner. The entire 3M organization is a proven partner—maintaining high standards expected by the agencies. Authorizing funding for FY15 will provide for these services through June 2015. The agencies will issue an RFP in 2014 for services to be provided in subsequent fiscal years. FUNDING: Funding for this amendment is included in the proposed FY15 budget. CONCLUSION: In order to continue providing quality customer service and violation processing and collections, staff recommends approval of the scope and funding for FY15. The fixed price annual contract value is $4,494,140 for Foothill/Eastern Transportation Corridor Agency and $2,213,536 for San Joaquin Hills Transportation Corridor Agency. The contract provides for a 30-day cancellation period, thus this action is needed now to comply with the contract in the event of cancellation. A staff initiative in FY15 is to reprocure this service for the following fiscal year. Attachment

PROCUREMENT SUMMARY REPORT

Report No. 14 File No. 2014J-019 Contract #: K000164 Amendment #: 24 Title: Toll Enforcement and Customer Service Center Contractor: 3M Company Procurement Process Type: Negotiated per Contract terms Award Criteria: Contract Option Price: FY15 NTE $6,707,676 Notes: This amendment authorizes option year 3 for continued customer service and violation processing and collections. FY15 is the final year of three one-year options. The increase from FY14 includes a 1.1 percent CPI adjustment per the Contract terms. Contract No. K000164 Compensation: F/ETCA SJHTCA TOTAL Original NTE Amount $3,794,505.65 $2,043,195.35 $5,837,701.00 Previous Amendments $25,356,144.07 $12,982,607.77 $38,338,751.84 Current NTE Amount $29,150,649.72 $15,025,803.12 $44,176,452.84 Proposed Amendment No. 24 $4,494,140.00 $2,213,536.00 $6,707,676.00 Revised NTE Amount $33,644,789.72 $17,239,339.12 $50,884,128.84

TECHNICAL ADVISORY COMMITTEE SAN JOAQUIN HILLS COMMITTEE FOOTHILL/EASTERN COMMITTEE JOINT ADMINISTRATION COMMITTEE LEGAL & LEGISLATIVE COMMITTEE SAN JOAQUIN ffiLLS BOARD OF DIRECTORS



Report No. 15 File No. 2014F-Ol4

SUBJECT: Administrative Adjustment Budget Amendment that Resulted from Execution of Refinancing Transaction


Approve Resolution No. F2014-002 amending the Foothill/Eastern Transportation Corridor Agency Fiscal Year 2014 (FYl4) Budget in the amount of$21,331,366. This action serves as an administrative adjustment to the budget as a result of execution of the refinance transaction approved by the Board on October 10, 2013.

SUMMARY:

The refinance transaction was approved by the Board on October 10, 2013 to be executed within certain parameters. The bonds were sold on December 12, 2013 and the transaction closed on January 2, 2014. The transaction was executed within all of the Board approved parameters and resulted in a reduction in debt service of approximately $1 billion between 2015 and 2040. Due to the agency's accrual basis budget requirements, a FYI 4 budget amendment is necessary in the amount of $21,331,366. This amendment is necessary for budgetary purposes but will not require an outlay of additional funds due to the freeing up of cash that would have been used to advance fund principal in FYI 4 for FYI 5 if the 1999 bonds had not been refinanced. In addition, as a result of the refinance transaction, $15,659, 764 of escrow defeasance that had been budgeted in FY! 4 in order to meet the debt service coverage covenant will not be needed.

CONTRACTOR/CONSULTANT: NIA

REPORT WRITTEN BY:

REVIEWED BY:

COST: FIE= $21,331,366

Amy Potter, Chief Financial Officer

Engineering/Enviromnental Communications/Public Affairs Finance Toll Operations


DATE: May 8, 2014 TO: Foothill/Eastern Transportation Corridor Agency Board of Directors FROM: Amy Potter, Chief Financial Officer SUBJECT: Administrative Adjustment Budget Amendment that Resulted from Execution of

Refinancing Transaction STAFF RECOMMENDATION: Approve Resolution No. F2014-002 amending the Foothill/Eastern Transportation Corridor Agency Fiscal Year 2014 (FY14) Budget in the amount of $21,331,366. This action serves as an administrative adjustment to the budget as a result of execution of the refinance transaction approved by the Board on October 10, 2013. BACKGROUND/DISCUSSION:

On October 10, 2013 the Board approved Resolution No. F2013-09 “authorizing issuance of toll road refunding revenue bonds in order to refinance toll road revenue refunding bonds, Series 1999, and approving certain documents and authorizing certain actions in connection therewith”. The bonds were sold on December 12, 2013 and the refinance transaction closed on January 2, 2014. An informational report was given to the Board on January 9, 2014 indicating that the transaction had been successfully executed within all of the Board approved parameters and that the agency refinancing goals had been achieved.

Parameter 10/10/2013 Board Authorized

Actual

True Interest Cost < 6.50% 6.07% Final Maturity 2053 2053 Underwriters Discount < 0.95% 0.84%

Administrative Adjustment Budget Amendment Report No. 15 May 8, 2014 File No. 2014F-014 Page 2 Rate Reset Bonds (Term Rate) $500 million $375 million Refinancing to 2053 directly addresses the financial challenges that the agency was facing:

• Protects investment grade credit ratings (Fitch and S&P) and positions for future upgrade from Moody’s

• Improves near-term excess cash flow • Creates increased margin to withstand future downturns • Provides greater latitude in managing toll rates to reflect economic conditions, traffic

patterns and toll elasticity • Eliminates need to use Escrow Defeasance Fund to meet bond coverage covenants • Establishes manageable growth rate (3.75%) in debt payments • Lowers peak debt payment and establishes ability to either pay down debt early or fund

major projects In order to meet and exceed the Board authorized parameters, staff worked with the agency’s financial advisor and banking team during the sales process to refine the debt structure based on market feedback so as to achieve the most cost effective structure. Annual Budget for Debt Service The agency’s budget for debt service includes accrual basis debt service payments which match up with the agency’s financial statements that are prepared in accordance with Generally Accepted Accounting Principles. For FY14, this includes the January 2014 payments for the 1995 and 1999 bonds and the July 2014 payments for the 1995 and 2013 bonds. Consistent with prior practice, the agency funded the January 2014 interest payment (1999 bonds) with revenues collected in FY14 and funded one-half of the January 2014 principal payment (1999 bonds) with FY13 revenue and one-half with FY14 revenue. The July 2014 interest payments (2013 bonds) will be funded with FY14 revenue and capitalized interest. If the refinance had not been executed, escrow defeasance funds of $19 million would have been required for FY14. The refinance transaction resulted in a reduction in payments in fiscal years 2015 through 2040 totaling approximately $1 billion; however on an accrual basis, FY14 will require an increase in the budget of $21,331,366 of gross debt service due to the timing and structure of the refinance. The refinance included capitalized interest of $5,380,000 that will fund a portion of the July 2014 interest and is included in the gross debt service budget. This budget amendment will not require an additional outlay of funds due to the freeing-up of cash that would have been used to fund one-half of the FY15 principal on the 1999 bonds in FY14 that is no longer necessary due to the refinance. FY15 debt service includes interest that will be funded entirely with FY15 revenue and

Administrative Adjustment Budget Amendment Report No. 15 May 8, 2014 File No. 2014F-014 Page 3 capitalized interest, and will not require an advance funding of principal in FY14. In fact, the FY15 debt service budget that will be presented to the Board in June will be $9.7 million less than it otherwise would have been if the refinance had not been executed. In order to fund the January interest and principal payments (1999 bonds) as part of the refinance transaction that closed on January 2, 2014, $3,340,236 of escrow defeasance funds were utilized. The balance of escrow defeasance budgeted for FY14 of $15,659,764 will not be necessary in order to meet debt service coverage or funding requirements for the 2013 bonds in FY14. It is also projected that escrow defeasance will not need to be utilized in future years. Reduction in net debt service over the next five years: Fiscal Year Pre-refinance debt service (1995

and 1999 bonds) Post refinance debt service (1995 and 2013 bonds)

Reduction in Net Debt Service

FY15 $107,658,102 $97,950,313 $9,707,789 FY16 $118,569,349 $101,630,313 $16,939,036 FY17 $123.294,599 $105,430,313 $17,864,286 FY18 $132,064,599 $109,390,313 $22,674,286 FY19 $136,430,724 $112,770,313 $23,660,411 CONCLUSION: The refinance transaction was approved by the Board on October 10, 2013 to be executed within certain parameters. The bonds were sold on December 12, 2013 and the transaction closed on January 2, 2014. The transaction was executed within all of the Board approved parameters and resulted in a reduction in debt service of approximately $1 billion between 2015 and 2040. Due to the agency’s accrual basis budget requirements, a FY14 budget amendment is necessary in the amount of $21,331,366. This amendment is necessary for budgetary purposes but will not require an outlay of additional funds due to the freeing up of cash that would have been used to advance fund principal in FY14 for FY15 if the 1999 bonds had not been refinanced. In addition, as a result of the refinance transaction, $15,659,764 of escrow defeasance that had been budgeted in FY14 in order to meet the debt service coverage covenant will not be needed.

RESOLUTION NO. F2014-02

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY

AMENDING THE BUDGET FOR FISCAL YEAR 2014

On motion of Board Member___________________, the following Resolution was adopted. WHEREAS, Section VI, paragraph 6.1 of the Second Amended and Restated Joint Exercise of Powers Agreement creating the Foothill/Eastern Transportation Corridor Agency (the “JPA”), requires the adoption upon the approval of not less than two-thirds (2/3) of the Board Members, an annual budget for the ensuing fiscal year, pursuant to procedures developed by the Board; and WHEREAS, Section VI, paragraph 6.3 of the JPA requires all funds to be placed in object accounts and the receipt, transfer or disbursement of such funds during the term of the JPA shall be accounted for in accordance with generally accepted accounting principles applicable to governmental entities and all revenues and expenditures must be reported to the Board; and, WHEREAS, Section VI, paragraph 6.4 of the JPA states that all expenditures within the designations and limitations of the approved annual budget shall be made upon the approval of the Chief Executive Officer in accordance with the rules, policies and procedures adopted by the Board; and, WHEREAS, Section VI, paragraph 6.4 of the JPA further states that no expenditures in excess of those budgeted shall be made without the approval of not less than two-thirds (2/3) of the Board Members to a revised and amended budget which may, from time to time, be submitted to the Board; and,

WHEREAS, Article VI, paragraph 6.5 of the Administrative Code of the Agency adopted on January 10, 1991, requires that all expenditures for travel, conference and business-related activities, and reimbursement of Board Members and Agency employees for such expenditures, be governed by the Board adopted Travel, Conference and Business Expense Policy; WHEREAS, on June 13, 2013, the Board of the Foothill/Eastern Transportation Corridor Agency adopted Resolution No. F2013-06, approving the annual budget for FY 2014;

WHEREAS, on August 8, 2013, the Board of the Foothill/Eastern Transportation Corridor Agency adopted Resolution No. F2013-08, amending the annual budget for FY 2014; WHEREAS, on January 9, 2014, the Board of the Foothill/Eastern Transportation Corridor Agency adopted Resolution No. F2014-01, amending the annual budget for FY 2014; NOW, THEREFORE the Board of the Foothill/Eastern Transportation Corridor Agency does resolve, declare, determine and order as follows:

1. Amends the previously approved annual expense budget for FY 2014 in the

amount of $180,459,950, increasing it by $21,331,366 for debt service to $201,791,316.

2. Authorizes the Chief Executive Officer to reallocate within budget categories

as long as the Budget for the following categories does not exceed the amount stated:

• Administration $16,954,041 • SR 241 (excluding related administration) $15,862,240 • Capital Improvement Projects $10,009,952 • Other Planning, Environmental and Construction $7,221,478 • Toll Operations $17,334,135 • Debt Service $134,409,470

and subject to controls in place under the 1995 and 2013 Indentures of Trust, the Board approved Contracts and Procurement Manual, Investment Policy, Staffing and Compensation Plan, and finally the Agency’s enabling legislation.

3. Directs the staff to forward the approved amendment to the Annual Budget for

FY 2014 to the trustee.

The effect of this resolution is only to amend the budgeted amounts and not to supersede the previous resolutions for FY 2014 in any other respect. This Resolution No. F2014-02, shall become effective immediately upon adoption. Adopted this 8th day of May, 2014, by the Board of Directors of the Foothill/ Eastern Transportation Corridor Agency. Lisa Bartlett, Chairwoman Foothill/Eastern Transportation Corridor Agency

RESOLUTION NO. F2014-02

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY

AMENDING THE BUDGET FOR FISCAL YEAR 2014

ATTEST: I,__________________, Clerk of the Board of the Foothill/Eastern Transportation Corridor Agency hereby certify that the foregoing Resolution No. F2014-02 was duly adopted on May 8 2014, by the Board of Directors of the Foothill/Eastern Transportation Corridor Agency by the following vote: Yes: No: Absent: Abstain:

Kathleen Loch, Clerk of the Board San Joaquin Hills Transportation Corridor Agency

Sherri McKaig Assistant Secretary to the Board Foothill/Eastern Transportation Corridor Agency

TECHNICAL ADVISORY COMMITTEE ---__ SAN JOAQUIN HILLS COMMITTEE __ FOOTHILL/EASTERN COMMITTEE __ JOINT ADMINISTRATION COMMITTEE

LEGAL AND LEGISLATIVE COMMITTEE ---x SAN JOAQUIN IDLLS BOARD OF DIRECTORS X FOOTHILL/EASTERN BOARD OF DIRECTORS



SUBJECT: TCA FasTrak® Loyalty Program Feasibility Study



Authorize the Acting CEO to sign a contract with Truth in Loyalty to conduct a FasTrak loyalty/affinity program for TCA FasTrak account holders for a not to exceed amount of $52,260 (Phase I).

San Joaquin Hills Transportation Corridor Agency Recommendation

Authorize the Acting CEO to sign a contract with Truth in Loyalty to conduct a FasTrak loyalty/affinity program for TCA FasTrak account holders for a not to exceed amount of $25,740 (Phase I).

SUMMARY:

Staff is recommending the approval of a contract with Truth in Loyalty to conduct a feasibility study for implementation of a loyalty program fo r TCA FasTrak account holders that will add value and increase to ll road usage.

CONTRACTOR/CONSULT ANT:

COST:

REPORT WRITTEN BY:

REVIEWED BY:

Truth in Loyalty, LLC

FIE: SJH:

$52,260 $25,740

Lisa Telles, Chief Communications Officer


··r· t ·-.J l'C1.


DATE: May 8, 2014 TO: Foothill/Eastern Transportation Corridor Agency Board of Directors San Joaquin Hills Transportation Corridor Agency Board of Directors FROM: Lisa Telles, Chief Communications Officer SUBJECT: TCA FasTrak® Loyalty Program Feasibility Study RECOMMENDATION: Foothill/Eastern Transportation Corridor Agency Recommendation: Authorize the Acting CEO to sign a contract with Truth in Loyalty to conduct a FasTrak loyalty/affinity program for TCA FasTrak account holders for a not to exceed amount of $52,260 (Phase I).

San Joaquin Hills Transportation Corridor Agency Recommendation: Authorize the Acting CEO to sign a contract with Truth in Loyalty to conduct a FasTrak loyalty/affinity program for TCA FasTrak® account holders for a not to exceed amount of $25,740 (Phase I).

BACKGROUND: There are 900,000 TCA FasTrak transponders in circulation. FasTrak customers account for 82 percent of monthly transactions and 80 percent of monthly revenue. FasTrak account holders agree to deposit money into their account and have tolls deducted as they drive through a toll plaza with a transponder on their windshield. FasTrak toll rates are lower than ExpressAccount™ and One-Time-Toll™ rates. There is a $2 monthly fee per transponder on the account that is waived for accounts that spend more than $25 a month in tolls per

FasTrak Loyalty Feasibility Study Report No. 18 May 8, 2014 File No. 2014J-009 Page 2 of 3

transponder. (If a customer has two transponders they will need to spend $50 a month for the fees to be waived.) On average, 25 percent of FasTrak account holders do not pay the monthly fee. Over the years, FasTrak customers have asked for a rewards type program that would provide added value to having a FasTrak account and recognize our highest volume customers beyond the waiving of the monthly fee.

With the removal of cash toll collection and the introduction of ExpressAccounts, staff determined that it was the appropriate time to look into a program to add additional value to having a FasTrak account and incentivize increased usage of The Toll Roads by FasTrak account holders.

Staff determined that it would be prudent to have a feasibility study conducted to determine if TCA’s business model would benefit from a loyalty type program with the goals of adding value and increasing ridership.

DISCUSSION: TCA’s Contracts Department posted RFP K000914 on its website on February 25, 2014 and sent email notifications to 100 firms. TCA received 21 notices of interest through the website. TCA also contracted with Loyalty360 (a loyalty consultant trade group) to provide RFP K000914 to its 31 members. Skillbridge, another trade group, provided the RFP to three members. In total 55 firm requested a copy of RFP No. K000914. Three firms submitted proposals by the deadline.

The scope of work for Phase I includes reviewing the agency’s business model, secondary customer research, and analysis of customer usage data to determine options that would be appropriate for TCA. The end product will be a feasibility study and recommendations that will be brought to the Boards of Directors for approval with a plan for implementation. The feasibility study shall include cost estimates for implementation of options, the cost of ongoing maintenance of the program, how return on investment will be calculated, and recommendations on how to communicate the program to customers, including estimated costs associated with communication. Phase II includes consulting services to oversee implementation of the approved program and a final price will be negotiated at that time. The notice to proceed for Phase II will be in conjunction with the final Board actions regarding implementation of the program.

The three proposals were reviewed by toll operations, finance and communication staff. Two firms, Lenati and Truth in Loyalty, were invited for interviews. Interviews were conducted on March 26, 2014. Proposals were evaluated based on staffing capability, business and marketing analysis experience, nature and quality of work completed for other clients, reliability and

FasTrak Loyalty Feasibility Study Report No. 18 May 8, 2014 File No. 2014J-009 Page 3 of 3

professional integrity, understanding of the psychology of loyalty/rewards programs and the compensation proposal.

Truth in Loyalty scored the highest overall and offered the most reasonable cost proposal. Staff is recommending that a contract be initiated with Truth in Loyalty to conduct the feasibility study outlined in the RFP.

Truth in Loyalty, LLC, is a subsidiary of Customer Asset Consulting Group, Inc. Truth in Loyalty is a stand-alone brand to support loyalty program measurement, design, and pilots (and support with implementation where appropriate.) The firm has been consulting with Toronto’s Electronic Toll Road (E407) and therefore has a good understanding of toll road travel patterns, price resistance, first-time customer reactions, license plate tolling to transponder migration and program design. Truth in Loyalty is headquartered in Schaumburg, Il, outside of Chicago, but has local offices in Santa Ana with partner company DGWB. Truth in Loyalty staff are in the Orange County office every other week.

The results of the feasibility study will be presented to the Joint Marketing Ad Hoc Committee in September and recommendation on how to proceed with the program, if feasible, will come to both Boards of Directors for approval.

BUDGET: This project will begin in FY14 and be completed in FY15. Funding is available in the FY14 budgets to cover one-half of the project cost. The second half will be included in the FY15 budgets that is scheduled to be approved by the Board of Directors in June. CONCLUSION: Staff is recommending the approval of a contract with Truth in Loyalty to conduct a feasibility study for implementation of a loyalty program for TCA FasTrak account holders that will add value and increase toll road usage. Attachment

PROCUREMENT SUMMARY REPORT Report No. 18 File No. 2014J-009 Contract #: K000914 Title: Loyalty Program Consulting Services Recommend Award To: Truth in Loyalty, LLC Department: Communications Staff Lead: Lisa Telles Procurement Process Type: Competitive Proposal Award Criteria: Most Qualified Proposer Negotiated FY 2014 Not to Exceed: $78,000 Proposal Results:

CONSULTANT NAME RANK SCORE (max = 400) PRICE:

Truth in Loyalty, LLC. 1 341 $86,800* Lenati LLC 2 313 $105,248 L.E.K. Consulting LLC 3 285 $467,000 * TCA commenced negotiation with Truth in Loyalty upon consultant selection. The parties agreed to a not-to-exceed value of $78,000 for Contract No. K000914’s Phase I.

PROPOSAL EVALUATION CRITERIA

MAXIMUM POINTS L.E.K. Lenati Truth in

Loyalty Staffing Capability 60 46 45 48 Key Personnel Education and Experience – Business Analysis 40 40 37 36

Key Personnel Education and Experience – Development and Implementation

40 28 29 28

Work for Other Clients 60 46 48 59 Reliability, Continuity, and Professional Integrity 40 31 33 32

Company Management Structure 40 27 35 36

Understanding of Project Needs 80 54 58 66 Compensation Proposal 40 13 28 36 Total: 400 285 313 341 Note: The Evaluation Committee determined to interview the top two rated firms.

Procurement Summary Report Report No. 2014J-009-18 Loyalty Program Consulting Services Interview Results:

CONSULTANT NAME RANK SCORE (max = 400)

Truth in Loyalty, LLC. 1 355 Lenati LLC 2 337

INTERVIEW EVALUATION CRITERIA

MAXIMUM POINTS Lenati Truth in

Loyalty Staffing capability, workload and ability to meet schedules, company management structure and commitment to the Project

60 48 52

Business analysis, and marketing analytics expertise 80 64 77

Nature and quality of completed work for other clients,

60 49 58

Reliability, continuity and professional integrity of the proposer

40 39 38

Understanding of TCA’s needs, compatibility 80 71 66

Understanding of the psychology of loyalty/rewards programs

40 39 39

Compensation Proposal 40 27 31 Total: 400 337 355 Vendor Sourcing: TCA’s Contracts Department posted RFP K000914 on TCA’s website and requested letters of interest from all potential proposers in RFP No. K000817 (Marketing Services) and RFP No. K000832 (Accounting and Auditing Services) – a total of 100 recipients. TCA received 21 notices of interest. TCA also contracted with Loyalty360 (a loyalty consultant trade group) to provide RFP K000914 to its 31 members. Skillbridge, another trade group, provided the RFP to three members. In total 55 potential proposers received RFP No. K000914. The above three firms submitted proposals. Compensation: The anticipated contract’s compensation will be a not-to-exceed amount, based on hourly rates and reimbursable expenses. Indemnification: The contract contains standard indemnification language previously approved by legal counsel.

X TECHNICAL ADVISORY COMMITTEE SAN JOAQUIN HILLS OPERATIONS COMMITTEE FOOTHILL/EASTERN OPERATIONS COMMITTEE JOINT ADMINISTRATION COMMITTEE LEGAL & LEGISLATIVE COMMITTEE

_!.__ SAN JOAQUIN JllLLS BOARD OF DIRECTORS X FOOTHILL/EASTERN BOARD OF DIRECTORS



SUBJECT: Fiscal Year 2015 Capital Improvement Plan



1. Approve the Capital Improvement Plan (CIP) for the San Joaquin Hills (SR 73) Corridor; 2. Direct staff to implement the San Joaquin Hills CIP as included in the proposed Fiscal

Year 2015 (FYl 5) budget in the amount of $0. 71 million.


1. Approve the Capital Improvement Plan (CIP) for the Foothill/Eastern (SR 133, 241, 261) Corridors;

2. Direct staff to implement the Foothill/Eastern CIP as included in the proposed Fiscal Year 2015 (FY15) budget in the amount of $17.43 million.

SUMMARY:

This annual update to the CIP for each agency outlines the currently proposed near-term capital projects and those recommended to be implemented in the mid-term and long-term basis. Funding levels for the FYl 5 budget are proposed and recommended by staff.

CONTRACTOR/CONSULT ANT: NI A COST:

REPORT WRITTEN BY:

REVIEWED BY:

David Lowe, Acting Chief Engineer


SJH=$ 0.71 M FIE = $ 17.43 M


DATE: May 8, 2014 TO: Foothill/Eastern Transportation Corridor Agency Board of Directors San Joaquin Hills Transportation Corridor Agency Board of Directors FROM: David Lowe, Acting Chief Engineer SUBJECT: Fiscal Year 2015 Capital Improvement Plan STAFF RECOMMENDATION: San Joaquin Hills Transportation Corridor Agency Recommendation: 1. Approve the Capital Improvement Plan (CIP) for the San Joaquin Hills (SR 73) Corridor; 2. Direct staff to implement the San Joaquin Hills CIP as included in the proposed Fiscal

Year 2015 (FY15) budget in the amount of $0.71 million. Foothill/Eastern Transportation Corridor Agency Recommendation: 1. Approve the Capital Improvement Plan (CIP) for the Foothill/Eastern (SR 133, 241, 261)

Corridors; 2. Direct staff to implement the Foothill/Eastern CIP as included in the proposed Fiscal

Year 2015 (FY15) budget in the amount of $17.43 million. BACKGROUND: The Transportation Corridor Agencies’ 51 miles of toll roads have been operational for more than 15 years since the most recent opening and over 20 years for the initial segment of the State Route (SR) 241 Toll Road between Portola Parkway (North) and Portola Parkway (South). The last sixteen miles of the 67-mile system, including the 5.5 mile Tesoro Extension, remains to be constructed and opened to traffic. Long range planning of the balance of the 241 from the Tesoro Extension to Interstate 5 continues and 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 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,

FY15 Capital Improvement Plan Report No. 13 May 8, 2014 File No. 2013J-016 Page 2 of 20 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 have since been updated annually and subdivided into several project categories defined as near-term, mid-term, long-term, and completed capital projects. DISCUSSION: The four categories of projects are discussed on the following pages and are segregated by each of the two agencies.

FY15 Capital Improvement Plan Report No. 13 May 8, 2014 File No. 2013J-016 Page 3 of 20 NEAR-TERM CAPITAL PROJECTS Eight near-term capital projects proposed below in Table 1 and shown on the Attachment 1 map, are those projects that staff recommends as the highest priority based on the identified needs of the toll road system, prior Board decisions, existing traffic volumes and projections of future traffic. The needs are based on maintaining a level of service D or better during peak flow conditions. Each of these projects was identified within the CIP through an evaluation process that began in 1999. Each year the plan, and particularly the Near-Term Projects, are reevaluated and updated in conjunction with the budget process and presented to the agencies’ Boards of Directors. As projects are completed and the years pass, additional projects are moved forward into the Near-Term Capital Projects category, based on stated criteria as assessed by staff and the Technical Advisory Committee. These Near-Term Projects are those projects that are proposed to include effort within the next five years to continue towards implementation if funding is available and priorities do not change. The FY15 proposed budget for the agencies’ CIP programs reflect the funding requested to move the Near-Term Capital Projects forward during the 2015 fiscal year. A description of each individual project, along with background, status, cost, and schedule information follows.

Table 1 - Near-Term Capital Projects (FY15 – FY19*) ($M)

* Projects may extend beyond 2019 Note: All cost estimates are in dollars in year spent

No. TitleFY13 &

Prior

FY14 Actual

Plus Projected FY15

FY16 & Later

Total Project

Cost

1 SR 241 $307.07 $ 10.11 $ 13.61 $1,401.86 $1,732.65 2 241 southbound widening 3.80 - - 80.92 $ 84.72 3 Toll Plaza Water Supply Upgrade 0.20 - 0.45 - $ 0.65 4 241 widening-133 to Chapman 0.96 0.00 0.00 55.40 $ 56.36 5 241/91 Connector 1.45 1.40 1.48 178.48 $ 182.81 6 Strategic & Policy Planning Study - AET 1.63 8.52 1.89 - $ 12.04

F/E Totals $315.11 $ 20.03 $ 17.43 $1,716.66 $2,069.23

1 Strategic & Policy Planning Study - AET 0.93 3.44 0.71 - $ 5.08 2 Caltrans Maintenance Station - - - 7.93 $ 7.93

SJH Totals $ 0.93 $ 3.44 $ 0.71 $ 7.93 $ 13.00

San Joaquin Hills

Foothill/Eastern

FY15 Capital Improvement Plan Report No. 13 May 8, 2014 File No. 2013J-016 Page 4 of 20 SR 241 Completion F/ETCA Near-Term Project No. 1 Description Funding for the long range planning required to complete SR 241 includes two efforts. The first relates to the Tesoro Extension Project and is more thoroughly described under F/ETCA Near-Term Project No. 1A 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 F/ETCA is evaluating those needs to identify an acceptable solution. Design Limited design to support the outreach, engineering and environmental long range planning efforts are expected to continue through FY15. Construction Construction will begin after a route is identified and the environmental process is completed. Environmental The F/ETCA, in coordination with the Federal Highway Administration, formally stopped all environmental work on the 241 completion project 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 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. Schedule Completion of preliminary engineering and design and preparation of a not-to-exceed Phase II design-build contract cost estimate for the SR 241 Completion Project has been deferred at this time. Cost/Budget Total project costs are estimated as shown in the table on page 6.

FY15 Capital Improvement Plan Report No. 13 May 8, 2014 File No. 2013J-016 Page 5 of 20 Tesoro Extension F/ETCA Near-Term Project No. 1A Description In October 2011, the Foothill/Eastern Transportation Corridor Agency Board of Directors voted to pursue a stand-alone extension of the SR 241 from Oso Parkway to the vicinity of Ortega Highway to provide an alternative route and improved mobility for a growing area of Orange County. This project is called the Tesoro Extension and is considered a component of the SR 241 Long Range Capital Improvement Program. The Tesoro Extension project consists of a 5.5 mile extension of the existing SR 241 from Oso Parkway south to Cow Camp Road, which is currently under construction. Purpose and Need The project is proposed to provide improvements to the Orange County transportation network infrastructure system to alleviate future traffic congestion and accommodate the need for mobility, access, goods movement and future traffic demands on I-5 and the arterial network in southern Orange County. Design Preliminary design for the project is completed. Final design will advance following completion of all environmental clearances. Construction Construction of the Tesoro Extension will advance following completion of all environmental clearances. Environmental Environmental studies are being updated and permits are being pursued for the Tesoro Extension. Schedule The schedule is to be determined following the TCA appeal of the June 2013 San Diego Regional Water Quality Control Board decision, which is expected to be completed in October 2014. Cost/Budget Total project costs are estimated as shown in the table on page 6.

FY15 Capital Improvement Plan Report No. 13 May 8, 2014 File No. 2013J-016 Page 6 of 20 SR 241 TESORO EXTENSION AND 241 LONG RANGE PLANNING

Activity FY13 & Prior FY14 Proj. Proposed FY15 FY16 & Later Total Engineering Design/Oversight $ 51,669.0 $ 2,874.0 $ 7,072.0 $ 29,458.9 $ 91,073.9 Utility Relocation 1,243.0 - - 13,000.0 14,243.0 Right of Way 13,414.0 1,079.0 75.0 41,739.5 56,307.5 Design/Build Contract 64,355.0 697.0 - 942,999.6 1,008,051.6 Const. Engineering Mgmt. 597.0 - - 51,086.9 51,683.9 Contingency - - - 112,939.8 112,939.8 Subtotal 131,278.0 4,650.0 7,147.0 1,191,224.7 1,334,299.7 - FY14 & later - - $ 1,198,371.7 Environmental 25,942.0 2,773.0 2,974.4 31,607.6 63,297.0 Public Benefits - - - 100,000.0 100,000.0 Insurance/Toll Collection Systems - - - 58,900.3 58,900.3 Subtotal 157,220.0 7,423.0 10,121.4 1,381,732.6 1,556,497.0 Administration 15,327.0 1,466.0 1,957.0 11,438.6 30,188.6 Legal 14,522.0 1,222.0 1,528.0 8,688.3 25,960.3 73 Mitigation 120,000.0 - - - 120,000.0 Total $ 307,069.0 $ 10,111.0 $ 13,606.4 $ 1,401,859.5 $ 1,732,645.9 - FY15 & later $ 1,415,465.9

PROJECT 1A - TESORO EXTENSIONEngineering Design/Oversight $ 1,825.0 $ 2,232.0 $ 5,152.0 Utility Relocation - - - Right of Way 25.0 1,079.0 75.0 Design/Build Contract 6,451.0 697.0 - Const. Engineering Mgmt. 114.0 - - Contingency - - - Subtotal 8,415.0 4,008.0 5,227.0 - FY15 & later TBD Environmental 1,570.0 2,111.0 2,459.0 Public Benefits - - - Insurance/Toll Collection Systems - - - Subtotal 9,985.0 6,119.0 7,686.0 Administration 609.0 729.0 896.0 Legal 375.0 1,112.0 1,241.0 73 Mitigation - - - Total $ 10,969.0 $ 7,960.0 $ 9,823.0 - FY15 & later TBD

PROJECT 1B - 241 LONG RANGE PLANNINGEngineering Design/Oversight $ 49,844.0 $ 642.0 $ 1,920.0 Utility Relocation 1,243.0 - Right of Way 13,389.0 - Design/Build Contract 57,904.0 - Const. Engineering Mgmt. 483.0 - Contingency - - Subtotal 122,863.0 642.0 1,920.0 - FY15 & later TBD Environmental 24,372.0 662.0 515.4 Public Benefits - - Insurance/Toll Collection Systems - - Subtotal 147,235.0 1,304.0 2,435.4 Administration 14,718.0 737.0 1,061.0 Legal 14,147.0 110.0 287.0 73 Mitigation 120,000.0 - Total $ 296,100.0 $ 2,151.0 $ 3,783.4 - FY15 & later TBD

In $1,000

To Be Determined

To Be Determined

FY15 Capital Improvement Plan Report No. 13 May 8, 2014 File No. 2013J-016 Page 7 of 20 241 southbound widening – Bake Parkway to Santa Margarita Parkway F/ETCA Near-Term Project No. 2

Description The project provides a one lane widening for increased capacity of the existing two lane southbound SR 241 roadway from Bake Parkway at the north end, where the existing three lane roadway segment presently ends, to south of the Santa Margarita Parkway southbound exit on the south end, a distance of 4.8 miles. Two major twin bridges (Upper Oso Reservoir Bridge and Aliso Creek Bridge) within this segment are being widened in both the northbound and southbound directions to accommodate the added lanes plus the future full Ultimate Corridor widening. Purpose and Need Traffic volumes on this two lane roadway segment have decreased in the past several years (currently 118,000 ADT and 1,100 vphpl, LOS A) due to the economy and toll rate increases. When SR 241 is extended south, these volumes are expected to increase again, resulting in decreasing service levels if no lanes were added. Design Final design and construction contract documents are complete, however these will need to be updated before advertisement. Construction Impacts A contract for construction is currently on hold. Environmental An addendum to the Foothill Corridor Environmental Impact Report was prepared in 2005 for the project. An update to that addendum was approved by the Board of Directors in March 2008. Environmental mitigation will be required to address riparian and coastal sage scrub impacts at the Aliso Creek and Upper Oso Reservoir Bridge construction sites. Schedule Construction is not proposed to begin until traffic levels warrant. The project requires a 27 month schedule.. Cost/Budget The estimated $84.7 million project cost (estimated in FY2020 dollars) is listed below with the proposed fiscal year budget allocations shown:

Activity FY13 &

Prior

FY14 Actual Plus Projected

Proposed FY15

FY16 & Later Total

Engineering Oversight $ 414,000 $ - $ - $ - $ 414,000 Preliminary Design 513,000 - - - 513,000 Design 2,632,864 - - 28,000 2,660,864 Environmental/Mitigation 243,865 - - 262,000 505,865 Construction - - - 68,300,000 68,300,000 Const. Engineering Mgmt. - - - 4,626,000 4,626,000 Materials Testing - - - 345,000 345,000 Contingency & Miscellaneous - - - 7,356,000 7,356,000

Total $ 3,803,729 $ - $ - $80,917,000 $84,720,729

FY15 Capital Improvement Plan Report No. 13 May 8, 2014 File No. 2013J-016 Page 8 of 20 Toll Plaza Water Supply Upgrade (Tomato Springs) F/ETCA Near-Term Project No. 3 Description The project consists of two elements: 1) The domestic water connection for the Tomato Springs and Orange Grove mainline toll plazas has recently been converted to the Irvine Ranch Water District Zone 6 system. The new connection allows the TCA 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 plaza and surrounding Caltrans landscaped areas are irrigated by a single domestic irrigation system. IRWD 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 241, 261, and 133 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. Design Construction documents for the final component of the changeover are complete. Construction drawings need to be developed for the reservoir decommissioning. Environmental A Categorical Exemption was prepared as there are minimal impacts associated with this project. Construction Impacts None anticipated. Cost/Budget The remaining project estimated costs of $450,000 will be utilized for reconfiguring the irrigation system, decommissioning the reservoir and miscellaneous related items. Total Project Costs are estimated to be as follows:

FY15 Capital Improvement Plan Report No. 13 May 8, 2014 File No. 2013J-016 Page 9 of 20

Schedule The non-domestic irrigation switchover and reservoir decommissioning is anticipated to be complete in FY15.

Activity FY13 &

Prior

FY14 Actual

Plus Projected

Proposed FY15

FY16 & Later Total

IRWD Design $ 42,000 $ - $ - $ - $ 42,000 IRWD Construction 145,000 - - - 145,000 Reservoir Decommissioning Design - - 49,980 - 49,980 TCA Construction 2,000 - 400,000 - 402,000 Contingency and Miscellaneous 9,000 - - - 9,000

Total $198,000 $ - $449,980 $ - $647,980

FY15 Capital Improvement Plan Report No. 13 May 8, 2014 File No. 2013J-016 Page 10 of 20 241 widening – 133 to Chapman (Loma Segment) F/E Near-Term Project No. 4 Description The project includes construction of pavement widening to provide three general purpose lanes in each direction for the full length of the project. This is accomplished by the addition of a completely new southbound roadway with three general purpose lanes along the 3.5 mile Loma Segment of SR 241 between Chapman Avenue and the SR 133, then continuing the widening northerly through the SR 261 interchange to transition into the existing six-lane segment south of Santiago Creek, for a total distance of 6.0 miles. Presently on the Loma Segment, both northbound and southbound lanes are utilizing the northbound roadbed with two lanes in each direction plus climbing lanes. The project would also reconfigure the northbound travel way to add a third general-purpose lane, plus a climbing lane northbound and full shoulder. The Loma Ridge Segment of the SR 241 was initially constructed to a minimum cross section on a single northbound roadbed to reduce initial construction costs, with the intent of expanding the roadway in the future when traffic dictates and funding is available. Full width grading of this segment was accomplished during initial construction. Purpose and Need Traffic volumes on this two-lane roadway segment are currently 23,000 ADT, 1400 vphpl (LOS C) traveling southbound during weekdays. When SR 241 is extended south, these volumes are expected to increase again, resulting in decreasing service levels if no lanes were added. Design Approval of a PSR/PR was completed in January 2011. A contract with RBF for final design documents will be forthcoming in future years. Environmental An Addendum to FEIR No. 2-1 for the Eastern Corridor (SR 133, 261 and 241) is included in the RBF Scope of Services and will be prepared prior to start of construction. Schedule Construction is not proposed to begin until traffic levels warrant. The project requires a 24 month schedule. Cost/Budget The estimated $56.4 million project cost (estimated in FY2020 dollars) is listed below with the proposed fiscal year budget allocations shown:

Activity FY13 &

Prior

FY14 Actual Plus

Projected Proposed

FY15FY16 &

Later TotalEngineering Oversight $ 41,195 $ - $ - $ 65,136 $ 106,331 Project Study Report 660,000 - - - 660,000 Design 252,000 - - 2,254,000 2,506,000 Environmental/Mitigation 2,500 2,500 2,500 656,138 663,638 Construction - - - 44,261,000 44,261,000 Const. Engineering Mgmt. - - - 3,098,000 3,098,000 Materials Testing - - - 333,000 333,000 Contingency & Miscellaneous - - - 4,736,000 4,736,000 Total $ 955,695 $ 2,500 $ 2,500 $ 55,403,274 $ 56,363,969

FY15 Capital Improvement Plan Report No. 13 May 8, 2014 File No. 2013J-016 Page 11 of 20 241/91 Connector F/E Near-Term Project No. 5 Description The project consists of providing a single lane (in each direction) directional connector between the median of the 91 Express Lanes to and from the east and the median of SR 241. Purpose and Need The 241/91 connector between the two toll facilities is an integral component of the Eastern 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 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 TCA and RCTC. Environmental An HOV connector ramp between SR 241 and SR 91 was included as a project component in the Eastern 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. Construction Impacts The project would cause significant impacts to traffic during the estimated two to three year construction period. The eastbound lanes of 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. Similar constraints easterly of the 241/91 connector would require creative solutions in order to allow transition through the confluence. Both SR 241 and SR 91 traffic would experience significant impacts during construction. Costs/Budget The FY15 proposed budget includes completion of preliminary design documents and a Supplemental EIR/EIS for the project. This cost is being 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, however for the purposes of this report the future costs are assumed to be shared 50/50 with OCTA.

FY15 Capital Improvement Plan Report No. 13 May 8, 2014 File No. 2013J-016 Page 12 of 20

Schedule Staff proposes in FY15 to continue with preliminary engineering and necessary environmental documentation for the project. As agreed with OCTA, TCA will be taking the lead in these efforts. A contract will then be brought before the Board with a goal of having this connector opened to traffic in 2018.

Activity FY13 &

Prior

FY14 Actual Plus

Projected Proposed

FY15 FY16 & Later TotalEngineering Oversight $ 301,000 $ 130,000 $ 660,176 $ 5,159,940 $ 6,251,116 TCA Technical Memorandum 282,000 - - - 282,000 OCTA Study 334,000 - - - 334,000 Design/Environmental 747,000 1,073,000 960,000 22,514,000 25,294,000 Traffic Studies - 654,000 286,968 32 941,000 Right-of-Way - - - 2,000,000 2,000,000 Construction - - - 120,200,000 120,200,000 Const. Engineering Mgmt. - - - 9,000,000 9,000,000 OCTA Reimbursement (213,000) (503,000) (623,484) TBD (1,339,484)Contingency & Miscellaneous - 43,000 197,587 19,603,884 19,844,471 Total $1,451,000 $1,397,000 $1,481,247 $ 178,477,856 $ 182,807,103

FY15 Capital Improvement Plan Report No. 13 May 8, 2014 File No. 2013J-016 Page 13 of 20 Strategic & Policy Planning Study: Toll Operations Technology F/ETCA Near-Term Project 6 SJHTCA Near-Term Project 1 Description: In February 2010, the Boards of Directors approved a Strategic & Policy Planning Study to organize and establish the future direction for toll operations. After a two-year study effort of research and analysis, it was determined that a conversion to all electronic tolling (AET) was feasible from both a financial and toll system perspective. In June 2012, the Boards of Directors approved the implementation of AET with deployment scheduled for the spring of 2014. The scope of this effort continues the implementation process involving the installation and deployment of AET to all aspects of TCA’s tolling infrastructure—on-road toll system, back office, civil construction, marketing and public relations. Purpose and Need: The purpose of this program is the implementation of AET or license plate tolling at the agencies. The TCA toll roads have operated with tolling and customer service technologies and policies since 1993 when the first toll road segment opened. While the current technology is well maintained, robust and sustainable into the immediate future, tolling technology has progressed since 1993. When compared to emerging developments in the electronic toll collection industry, TCA’s toll architecture is no longer state-of-the-art. The results from the Strategic & Policy Planning Study determined that a conversion to AET was feasible from both a financial and toll system perspective. Project Status: Implementation Phase Environmental: The project was found to be categorically exempt by actions of the Boards in April 2013. Construction Impacts: Customers will encounter minor driving impacts due to road detours during the remaining civil construction and system conversion. There will be minor noise impacts to residences and businesses surrounding the toll plazas during the remainder of the construction period. Cost/Budget

Schedule Completion scheduled for September 2014.

Activity FY13 &

Prior

FY14 Actual Plus

Projected Proposed

FY15FY16 & Later Total

F/ETCA $ 1,628 $ 8,517 $ 1,889 $ - $ 12,034 SJHTCA 932 3,444 $ 707 - 5,083 Total $ 2,560 $ 11,961 $ 2,596 $ - $ 17,117

FY15 Capital Improvement Plan Report No. 13 May 8, 2014 File No. 2013J-016 Page 14 of 20 Caltrans Maintenance Station SJHTCA Near-Term Project No. 2 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 services shall be provided. 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 defines the agency’s responsibilities for providing these facilities. This Maintenance Station represents the commitment for providing such a station related to the San Joaquin Corridor as specified in District Cooperative Agreement No. 12-079 (as amended), including the most recent action of the SJHTCA Board on Dec. 11, 2008. 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 mutual agreement is to complete the station for Caltrans use and occupancy by December 31, 2015. 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 follows:

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. The current scheduled completion date is December 31, 2015.

Activity FY13 &

Prior

FY14 Actual Plus

Projected Proposed

FY15FY16 &

Later TotalDesign $ - $ - $ - $ 600,000 $ 600,000 Construction - - - 6,500,000 6,500,000 Const. Engineering Mgmt. - - - 300,000 300,000 Contingency - - - 313,000 313,000

Subtotal $ - $ - $ - $7,713,000 $7,713,000 Interest per Agreement 12-079 215,000 $ 215,000

Total $ - $ - $ - $7,928,000 $7,928,000

FY15 Capital Improvement Plan Report No. 13 May 8, 2014 File No. 2013J-016 Page 15 of 20 MID-TERM CAPITAL PROJECTS The mid-term capital projects are listed in Table 2, discussed below and shown on the Attachment 2 map. Mid-Term projects are those required beyond the near-term (5-year) window, but prior to final effort to implement buildout of the Corridors.

Table 2 Mid-Term Projects

(FY20 – FY23)

Foothill/Eastern No projects are currently scheduled for this time frame. San Joaquin Hills 73 @ Glenwood Interchange Phase II This improvement is the second of three planned phases of construction at this interchange location and provides for traffic movements to and from the south. The improvement adds a new northbound off-ramp with toll collection facilities at Glenwood/Pacific Park and provides a new southbound on-ramp at that same location. The new southbound on-ramp is proposed to connect by collector/distributor road into the existing toll plaza at Aliso Creek Road; therefore, no new southbound toll plaza is required.

No TitleTCA Cost

($M)Total Project

Cost

Projected Year of

Completion

None $ - $ - $ - F/E Total $ - $ - $ -

1 73 @ Glenwood Interchange Phase II $ 9.0 $ 9.0 2019SJH Total $ 9.0 $ 9.0

San Joaquin Hills

Foothill/Eastern

FY15 Capital Improvement Plan Report No. 13 May 8, 2014 File No. 2013J-016 Page 16 of 20 LONG-TERM CAPITAL PROJECTS The projects listed below in Table 3, and shown on Attachment 3, consist of roadway widening projects representing the complete build-out of the Ultimate Corridors as defined in the respective environmental documents for each corridor. Long term is defined as 2023 to 2045. The projects include any remaining general purpose lanes, high-occupancy vehicle (HOV) lanes, HOV direct connectors, median barriers and all other remaining facilities required to complete the Ultimate Corridor.

Table 3 Long-Term Projects

(FY24 – FY46)

No Title Project Cost

($M)

1 241 Final Phase Widening $ 455 2 261 Final Phase Widening 98 3 133 Final Phase Widening 210 4 SR 133 Trabuco Interchange TBD 4 SR 241 Jeffrey Interchange TBD 6 SR 241 Weir Canyon Road Interchange TBD 7 SR241/261 East Orange Interchange TBD

F/E Total $ 763

1 73 Final Phase Widening 306 2 73 @ Glenwood Interchange Phase III 12

SJH Total $ 318

San Joaquin Hills

Foothill/Eastern

FY15 Capital Improvement Plan Report No. 13 May 8, 2014 File No. 2013J-016 Page 17 of 20 COMPLETED CAPITAL PROJECTS During the first ten years of implementing the Capital Improvement Plan, 12 projects have been completed or are near completion (see Table 4 and Attachment 4). 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.

Table 4 Completed Capital Projects

(FY97 thru FY14)

No. Title Total Project Cost ($M) Foothill/Eastern Corridor

1 241 Banderas Bridge Overcrossing $ 1.22 2 Santa Margarita Parkway On-Ramp Widening $ 11.57 3 Arroyo Trabuco Southbound Bridge Widening $ 8.52 4 241 northbound widening $ 15.28 5 Tomato Springs Toll Plaza Third AVI Lanes $ 3.11 6 Landscaping Enhancements $ 5.00 7 Toll Plaza Water & Wastewater $ 0.22 8 133 Widening $ 5.39 9 Windy Ridge FasTrak Lane Widening $ 9.64 Total F/ETC $ 59.95

San Joaquin Hills Corridor 1 73 @ Glenwood Interchange Phase I $ 8.50 2 Landscaping Enhancements $ 2.30 3 73 Northbound Roadway Widening $ 14.49 Total SJHTC $ 25.29

Total All Projects $ 85.24

Foothill/Eastern Transportation Corridor Agency 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.

FY15 Capital Improvement Plan Report No. 13 May 8, 2014 File No. 2013J-016 Page 18 of 20 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 favor FasTrak as the predominant toll payment method. Construction was completed in the spring of 2004 at a total project cost of $3.11 million. 6. Landscaping Enhancements – Two separate contracts were designed and constructed/installed on the 241 and 261 Corridors. These were completed at project costs totaling $5 million. Grant funds of $750,000 reduced the agency’s net cost by that amount. Implementation was completed in 2004. 7. Toll Plaza Water & Wastewater – Improvements to the toll plaza water and wastewater systems were completed at three mainline toll plazas on the 241, 261 and 133 Toll Roads, including one new connection to a public sewer. These were completed in early 2002 at a cost of $223,000. 8. 133 Widening – One mixed flow lane was added in each direction from I-5 to 241 along with median guard rail for most of the 2.5 mile project length. Construction was completed in the fall of 2005 at a project cost of $5.39 million. 9. Windy Ridge FasTrak Lane Widening - The project added a third general purpose FasTrak lane in each direction within the 241 roadway median through the Windy Ridge Mainline Toll Plaza from south of the Southern California Edison (SCE) wildlife undercrossing to north of the Windy Ridge wildlife undercrossing, a distance of 3.0 miles. Widening the southbound SCE bridge and the northbound Windy Ridge Wildlife bridge was also included in the project. The project was opened to traffic in October 2009.

FY15 Capital Improvement Plan Report No. 13 May 8, 2014 File No. 2013J-016 Page 19 of 20 San Joaquin Hills Transportation Corridor Agency 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. Landscape 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.

FY15 Capital Improvement Plan Report No. 13 May 8, 2014 File No. 2013J-016 Page 20 of 20 EXPENDITURE SUMMARIES The total cost of implementing the corridors consists of the initial project costs, the Capital Improvement Plan costs and the final buildout of the corridors. These costs, which are actual for past expenditures and estimated for the future projects are summarized for the two agencies below.

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 currently proposed near-term capital projects and those recommended to be implemented in the mid-term and long-term basis. Funding levels for the FY15 budget are proposed and recommended by staff.

% of Corridor Complete = 41% FY13 &

Prior FY14 FY15 FY16 &

Later Total Initial 241 Project $ 391.7 $ - $ - $ - $ 391.7 Initial 241/261/133 Project 963.1 963.1 SR 241 completion - Completed Capital Projects 59.9 59.9 Near-Term Capital Projects 315.1 20.0 17.4 1,716.7 2,069.2 Mid-Term Capital Projects - - Long-Term Capital Projects 763.0 763.0

Total $ 1,729.8 $ 19.9 $ 17.4 $ 2,479.7 $ 4,247.0

% of Corridor Complete = 75% FY12 &

Prior FY13 FY14 FY15 &

Later Total Initial 73 Project $ 987.1 $ - $ - $ - $ 987.1 Completed Capital Projects 23.0 23.0 Near-Term Capital Projects 3.4 0.7 7.9 12.1 Mid-Term Capital Projects 9.0 9.0 Long-Term Capital Projects 318.0 318.0

Total $ 1,010.1 $ 3.4 $ 0.7 $ 334.9 $ 1,349.2

% of System Complete = 49%

Foothill/Eastern Transportation Corridor Agency

San Joaquin Hills Transportation Corridor Agency

Trabuco Road

Weir Cyn Rd

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Aliso Creek Rd.

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Jamboree R

oad

Jamboree Rd.

Katella Ave.

55

Windy RidgeToll Plaza

Irvine RanchToll Plaza

261

241

91

91

5

5

Tomato SpringsToll Plaza

Portola Parkway

Portola Parkway

Coto de Caza D

r.

Ant

onio

Pkw

y

Santa Margarita Pkwy.

Melinda Rd.

Oso Pkwy.

241

Bake Parkway

Alton Pkwy.

Alicia Pkwy.

Marguerite Pkw

y.

Mar

guer

ite P

kwy.

Los

Alis

os

Blvd

.

Pacific Park Dr.

Catalina ViewToll Plaza

Bison A

ve.

Bonita Cyn.

73New

port Coast D

r.

Laguna Cyn R

d.

MacArthur Blvd.

405

22

Near-TermCapital Projects

Tr a n s p o r t a t i o n C o r r i d o r A g e n c i e s

F Y 2 0 1 5 - 2 0 1 9S J H $ 1 3 . 0 M i l l i o n

F / E T C $ 3 3 6 . 6 M i l l i o nF o o t h i l l - S o u t h $ 1 , 7 3 2 . 6 M i l l i o n

MAY 2014

023-07R

241 SouthboundWidening $84.72.

241

241 Completion $1,732.61.

Strategic & PolicyPlanning Study $12.06.

Strategic & PolicyPlanning Study $5.11.

x

x

x

241 Widening $56.44.

2. $7.9Caltrans Maintenance Station

133

ATTACHMENT 1

241/91Connector $182.85.

Water Supply Upgrade $0.73.

Irvine Lake

SAN DIEGO FREEWAY

Tusti

n Ran

ch R

oad

Tomato Springs Toll Plaza

Windy Ridge Toll Plaza

Irvine Ranch Toll Plaza

Catalina View Toll Plaza

Santiago Canyon R

oad

Chapman Avenue

17th Street

Irvine Blvd.

Irvine Boulevard

Portola Parkway

Jeffr

ey R

oad


Newpo

rt Bl

vd.

Newpo

rt Ave

.

Jamboree R

oad

Culver

Driv

e

Walnut Avenue

Sand

Cyn

. Ave

.

Marine Way

Jamboree Rd.

Alton Parkway

Bake Parkway

Portola Parkway

Katella Ave.

Santiago Canyon Rd.

Bison A

ve.

Bonita Cyn.

La P

az

Rd.

Coto de Caza D

r.

Alton Pkwy.

Alicia Pkwy.

Marguerite Pkw

y.

Ant

onio

Pkw

y

Mar

guer

ite P

kwy.

Los

Alis

os

Blvd

.

El Toro

Rd.

Trabuco Rd.

Lake Forest


Melinda Rd.

Oso Pkwy.

New

port Coast D

r.

Alicia Pkw

y

Pacific Park Dr.

Laguna Cyn R

d.

Gre

enfield Dr.

Aliso Creek Rd.

Pacific Park

Glenwood Dr.

Crown Valley Pkwy.

El Toro

Road

MacArthur Blvd.

5

405

5

91

91

55

22 261

241

133

73

026-07L

MAY 2014

241

Mid-Term Capital Projects


F Y 2 0 2 0 - 2 0 2 3S J H $ 9 . 0 M i l l i o n

F / E T C - N o n e

241

1. $9.0SR 73 Glenwood Interchange Phase II

ATTACHMENT 2

Trabuco Road

Irvine Lake

SAN DIEGO FREEWAY

Tusti

n Ran

ch R

oad





Santiago Canyon R

oad

Chapman Avenue

17th Street

Irvine Blvd.

Irvine Boulevard Portola Parkway

Jeffr

ey R

oad


Newpo

rt Bl

vd.

Newpo

rt Ave

.

Jamboree R

oad

Culver

Driv

e

Walnut Avenue

Sand

Cyn

. Ave

.

Marine Way

Jamboree Rd.

Alton Parkway

Bake Parkway

Portola Parkway

Katella Ave.

Santiago Canyon Rd.

Bison A

ve.

Bonita Cyn.

La P

az

Rd.

Coto de Caza D

r.

Alton Pkwy.

Alicia Pkwy.

Marguerite Pkw

y.

Ant

onio

Pkw

y

Mar

guer

ite P

kwy.

Los

Alis

os

Blvd

.

El Toro

Rd.

Trabuco Rd.

Lake Forest


Melinda Rd.

Oso Pkwy.

New

port Coast D

r.

Alicia Pkw

y

Pacific Park Dr.

Laguna Cyn R

d.

Gre

enfield Dr.

Aliso Creek Rd.

Pacific Park

Glenwood Dr.

Crown Valley Pkwy.

El Toro

Road

MacArthur Blvd.

5

405

5

91

91

55

22 261

241

133

73

025-07J

241

Long-Term Capital Projects


F Y 2 0 2 4 - 2 0 4 6S J H $ 3 1 8 M i l l i o n

F / E T C $ 7 6 3 M i l l i o n

241

241 Final Phase Widening $4551.

$306SR 73 Final PhaseWidening1.

SR 261 Final Phase Widening2. $98

MAY 2014

$12SR 73 GlenwoodInterchange Phase III2.

ATTACHMENT 3

4. $TBD133 @ TrabucoRoad Interchange

Trabuco Road

$210SR 133 WideningFinal Phase3.

241 @ Jeffrey RoadInterchange TBD7.

241 @ Weir Canyon Road Interchange TBD5.

241/261 East Orange Interchange TBD6.

Irvine Lake

SAN DIEGO FREEWAY

Tusti

n Ran

ch R

oad




Orange Grove Toll Plaza


Santiago Canyon R

oad

Chapman Avenue

17th Street

Irvine Blvd.

Irvine Boulevard

Portola Parkway

Jeffr

ey R

oad


Newpo

rt Bl

vd.

Newpo

rt Ave

.

Jamboree R

oad

Culver

Driv

e

Walnut Avenue

Sand

Cyn

. Ave

nue

Marine Way

Alton Parkway

Bake Parkway

Portola Parkway

Katella Ave.

Santiago Canyon Rd.

Bison A

ve.

Bonita Cyn.

Jam

bore

e R

d.

La P

az

Rd.

Coto de Caza D

r.

Alton Pkwy.

Alicia Pkwy.

MargueritePkw

y.

Ant

onio

Pkw

y

Mar

guer

ite P

kwy.

Los

Alis

os

Blvd

.

El Toro

Rd.

Trabuco Rd.

Lake Forest


Melinda Rd.

Oso Pkwy.

Laguna Cyn R

d.

Gre

enfield Dr.

Aliso Creek Rd.

Pacific Park

Glenwood Dr.

Crown Valley Pkwy.

El Toro

Road

New

port Coast D

r.

MacArthur Blvd.

Alicia Pkw

y.

Pacific Park Dr.

73

5

405

5

91

91

55

22 261

241

241

133

241 NorthboundWidening

Completed Capital Projects


Tomato Springs Toll Plaza Third AVI Lanes

024-07D

F Y 1 9 9 7 - 2 0 11S J H $ 2 5 . 3

F / E T C $ 6 0 . 0 M i l l i o n

MAY 2014

241

$5.0

$3.1

$15.3

Landscaping Enhancements 6.

4.

5.

133 Widening $5.48.

Arroyo Trabuco SB Bridge Widening $8.53.

73 @ Glenwood Interchange Phase I $8.51.

241 Banderas Bridge Overcrossing (Fair Share) $1.21.

Toll Plaza Water & Waste Water $0.27.

Landscaping Enhancements $2.32.

ATTACHMENT 4

SMP NB On-RampWidening $11.62.

$14.573 NorthboundRoadway Widening2.

Windy RidgeFasTrak Lane Widening $9.69.

__ TECHNICAL ADVISORY COMMITTEE __ SAN .JOAQUIN HILLS COMMITTEE

FOOTHILL/EASTERN COMMITTEE ---__ JOINT ADMINISTRATION COMMITTEE

LEGAL AND LEGISLATIVE COMMITTEE ---x SAN .JOAQUIN HILLS BOARD OF DIRECTORS X FOOTHILL/EASTERN BOARD OF DIRECTORS

BOARD MEETING DATE: May 8. 2014

SUBJECT: Continuation of Acting CEO

CHAIR RECOMMENDATION:


Report No. 19 File No. 2014.J-027

Approve the continued appointment of Mike Kraman as Acting CEO through December 3 1, 2014.

San .Joaquin Hills Transportation Corridor Agency Recommendation

Approve the continued appointment of Mike Kraman as Acting CEO through December 31, 2014.

SUMMARY:

Michael Kraman was appointed Acting CEO on February 27, 2014. The chairs of the Boards of Directors are recommending that Mr. Kraman continue in that role through December 31, 2014 and that the Boards of Directors revisit aud discuss the future of the CEO position at the December 2014 Boards of Directors meetings.

CONTRACTOR/CONSULT ANT: Not Applicable

COST: Not Applicable

REPORT WRITTEN BY: Lisa Telles, Chief Communications Officer

REVIEWED BY: NIA


DATE: May 8, 2014 TO: Foothill/Eastern Transportation Corridor Agency Board of Directors San Joaquin Hills Transportation Corridor Agency Board of Directors FROM: Lisa Bartlett, Foothill/Eastern Transportation Corridor Agency Chairwoman Rush Hill, San Joaquin Hills Transportation Corridor Agency Chairman SUBJECT: Continuation of Acting CEO CHAIR RECOMMENDATION:

Foothill/Eastern Transportation Corridor Agency Recommendation: Approve the continued appointment of Mike Kraman as Acting CEO through December 31, 2014. San Joaquin Hills Transportation Corridor Agency Recommendation: Approve the continued appointment of Mike Kraman as Acting CEO through December 31, 2014. BACKGROUND: On February 27, 2014, Michael Kraman was appointed Acting CEO for the Transportation Corridor Agencies and the Board of Directors verified the appointment on March 13, 2014. DISCUSSION: Michael Kraman has smoothly transitioned to Acting CEO from the Chief Engineer position. The Chairs of the Foothill/Eastern and San Joaquin Hills Transportation Corridor Agencies suggest that Mr. Kraman continue in the Acting CEO position through the end of the calendar year so that we can complete the All Electronic Tolling implementation and begin to implement the approved FY15 budget initiatives.

Appointment of Agency Officers Report No. 19 July 9, 2009 File No. 2014J-027 Page 2 At the December 2014 Board Meetings we will revisit and discuss future steps with respect to the CEO position. BUDGET: Not Applicable CONCLUSION: Michael Kraman was appointed Acting CEO on February 27, 2014. The chairs of the Boards of Directors are recommending that Mr. Kraman continue in that role through December 31, 2014 and at that the Boards of Directors revisit and discuss the future of the CEO position at the December 2014 Boards of Directors meetings.

FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY …

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