SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY … · 2019-03-12 · SAN JOAQUIN HILLS...

SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY BOARD OF DIRECTORS

AGENDA

January 14, 2016 9:00 a.m.

TCA Offices 125 Pacifica, Irvine, CA 92618

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

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

http://www.thetollraods.com/

SJHTCA Board of Directors Agenda January 14, 2016

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

III. CONSENT CALENDAR (ITEMS 1 - 4) All matters listed under the Consent Calendar are considered routine and will be enacted by one vote. There will be no discussion of these items unless Board Members request specific items be removed from the Consent Calendar for separate action. 1. MINUTES OF THE BOARD MEETING –DECEMBER 10, 2015 (Kristal Laboy, Acting Clerk of the Board) FILE NO. 2016S-001 ACTION: Approve Minutes. 2. COMMITTEE REPORTS (Kristal Laboy, Acting Clerk of the Board) FILE NO. 2016J-001 ACTION: Receive and file. 3. INVESTMENT REPORTS – AS OF NOVEMBER 30, 2015 (Daryn Martin, Manager of Treasury Operations) FILE NO.: 2016S-003 Enclosed are the monthly investment reports for the San Joaquin Hills

Transportation Corridor Agency (SJHTCA) as of November 30, 2015. As of November 30, 2015, all non-indenture funds are invested in compliance with both the California Government Code and SJHTCA Investment Policy. On December 29, 2015 an inadvertent error was discovered related to the investment of $13.7 million in obligations of the Federal Home Loan Bank System and the Federal Home Loan Mortgage Corporation that, while constituting "Permitted Investments" under the Master Indenture, did not meet the requirements applicable to the investment of money on deposit in the Senior Lien Bonds Principal Account. The securities in question were promptly sold and replaced with a United States Treasury obligation. The amount in question represented less than half the amount of the upcoming principal payment, and the error has not impaired in any way the Agency's ability to make that payment.

ACTION: Receive and file.


4. CURRENT INSURANCE COVERAGE (Howard Mallen, Director of Finance) FILE NO. 2016J-021

The Foothill/Eastern Transportation Corridor Agency (F/ETCA) and the San Joaquin Hills Transportation Corridor Agency (SJHTCA) bind numerous insurance policies annually. This report provides a summary of the current coverages and related costs.


IV. BOARD BUSINESS (ITEMS 5 - 7) 5. ACCOUNTING AND AUDITING SERVICES (Dave Sherwood, Controller) FILE NO. 2016J-007 KPMG was appointed as the agencies’ auditors after the completion of a competitive

procurement process in 2013. The contract provided for an initial three-year term, with the option for the agencies to extend the contract for an additional three-year term. Agency staff recommends authorization to execute a contract amendment with KPMG to allow for them to continue providing financial statement audits.

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

Contract No. K000832 with the accounting firm of KPMG LLP (KPMG) to provide for annual auditing services for the San Joaquin Hills Transportation Corridor Agency (SJHTCA) for financial statements related to the fiscal years ending June 30, 2016, 2017 and 2018 with a contract value of $171,000.

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

execute future contract amendments within 5% percent ($8,550) of the contract value without further Board action.

3. Authorize the CEO to execute an additional amendment to the contract

without further Board action for up to $27,000 for audits under OMB Circular A-133, if required.


6. FISCAL YEAR 2016 BUDGET AMENDMENT FOR TOLLING CONSULTANT SUPPORT

(Samuel Johnson, Chief Toll Operations Officer) FILE NO. 2016J-024

The agencies utilize consultant services to augment staff and provide specialized services for projects and programs. Operations staff is preparing to issue a Request for Proposals (RFP) to solicit qualified firms to perform customer service center operations. In support of this effort, staff has identified the need to utilize consultant expertise in planning strategic aspects of the procurement, finalizing packaging of various procurement documents and providing support through the evaluation process and contract execution. The recommended board action would provide Fiscal Year 2016 funding for the consultant support.

ACTION: Approve Resolution No. S2016-01 entitled “A Resolution of the Board of Directors of the San Joaquin Hills Transportation Corridor Agency amending the budget for Fiscal Year 2016” in the amount of $87,195 for Tolling Consultant services.

7. SELECTION OF CONSULTANT FOR DESIGN/PROGRAM MANAGEMENT AND SPECIALTY SERVICES

(Juliet Su, Corridor Manager – Design) FILE NO. 2016J-012

The agencies’ outsource design and program management consultant services including the development and oversight of engineering, right-of-way acquisition, and construction, along with toll systems and operational activities. The design and program management consultant shall provide staff augmentation and technical expertise to assist in planning, designing, managing, and delivering these activities. A request for proposals was issued and, as a result of the procurement process, staff recommends contracting with the Corridor Management Group (a joint venture of WSP|Parsons Brinckerhoff, Inc., and HNTB Corporation, supported by Atkins Global) as the consultant team to provide Design, Program Management, Tolling and Specialty Consulting Services to the agencies.

ACTION: 1. Authorize the Chief Executive Officer (CEO) to enter into a five-yearcontract with Corridor Management Group with the option for three, one-year extensions including authorization in the amount of $114,268 for Rightof Way, Tolling and Construction Management Consultant Services in FiscalYear (FY) 2016, and FY 2017 authorization in the amount of $846,192 forDesign, Program Management, Tolling and Specialty Consultant Services.


2. Authorize the CEO to execute an amendment within ten percent ($11,427) of the FY 2016 for Right of Way, Tolling and Construction Management Consultant Services value, and within five percent ($42,310) of the FY 2017 for Design, Program Management, Tolling and Specialty Consultant Services value without further Board of Director’s action.

CHIEF EXECUTIVE OFFICER’S REPORT

(Michael A. Kraman, Chief Executive Officer)

• Traffic and Revenue Update

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

V. JOINT CLOSED SESSION WITH THE FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY

CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION (Subdivision (a) of Section 54956.9)

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

• Penny Borsuk, et al., v. Transportation Corridor Agencies, et al., Orange County Superior Court Case No. 812981 CXC

CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION

• Significant exposure to litigation pursuant to subdivision (b) of Section 54956.9 (One potential case)

VI. ADJOURNMENT The next regular meeting of the San Joaquin Hills Board of Directors will be held February 11, 2016, at 9:00 a.m., TCA Offices, 125 Pacifica, Irvine, CA 92618.

SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY BOARD OF DIRECTORS

AGENDA

December 10, 2015 9:00 a.m.

TCA Offices 125 Pacifica, Irvine, CA 92618

I. CALL TO ORDER The meeting was called to order at 9:05 .am. PLEDGE OF ALLEGIANCE (Chair Chun) INVOCATION (Director Laurie Davies) ROLL CALL Chair Ross Chun City of Aliso Viejo Director Lisa Bartlett County of Orange, 5th District Director Kerry Ferguson City of San Juan Capistrano Director Bert Hack City of Laguna Woods Director Laurie Davies City of Laguna Niguel Director Scott Peotter City of Newport Beach Director Ed Sachs City of Mission Viejo Director Scott Schoeffel City of Dana Point Director Christina Shea City of Irvine Director Todd Spitzer County of Orange, 3rd District Director Kathy Ward City of San Clemente Ryan Chamberlain Caltrans, Ex-Officio Member ABSENT: Vice-Chair Melody Carruth City of Laguna Hills Director Michele Martinez City of Santa Ana Director Gary Monahan City of Costa Mesa

SJHTCA Board of Directors Agenda December 10, 2015

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II. PUBLIC COMMENTS

There were no comments from the public. III. SPECIAL RECOGNITION

The Board recognized Sebastian Vartanian and congratulated him on his 5th birthday and thanked him for being the Transportation Corridor Agencies number one fan.

IV. CONSENT CALENDAR (ITEMS 1 - 4) ACTION: Approve Consent Calendar items 1 - 3. MOTION: Bartlett SECOND: Hack VOTE: Unanimous (Director Ward abstained from item 1) 1. MINUTES OF THE BOARD MEETING –November 12, 2015 (Kristal Laboy, Acting Clerk of the Board) FILE NO. 2015S-001 ACTION: Approve Minutes. 2. COMMITTEE REPORTS (Kristal Laboy, Acting Clerk of the Board) FILE NO. 2015J-073 ACTION: Receive and file. 3. INVESTMENT REPORTS – AS OF OCTOBER 31, 2015 (Daryn Martin, Manager of Treasury Operations) FILE NO.: 2015S-003 Enclosed are the monthly investment reports for the San Joaquin Hills

Transportation Corridor Agency as of October 31, 2015. As of October 31, 2015, all indenture funds are invested in accordance with the permitted investment section of the respective indentures and all non-indenture funds are invested in compliance with both the California Government Code and SJHTCA investment Policy.



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4. SR 73 NORTHBOUND WIDENING AT CATALINA VIEW CONCEPT STUDY (Juliet Su, Corridor Manager, Design) FILE NO. 2015S-017 There has been a recent increase in congestion in the northbound direction of the

73 Toll Road approaching the Catalina View toll plaza during the AM peak period. Seventy percent of all traffic using the 73 Toll Road passes through the Catalina View Toll Plaza. Staff is recommending the approval of a task order to WKE, Inc., to prepare a concept study to add a fourth lane in the northbound direction of SR 73 at the Catalina View Toll Plaza to increase capacity to maintain an operational level-of-service for customers.

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

within contract K001052 with WKE, Inc., for an amount not-to-exceed $30,000 to provide engineering consulting services.

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

percent ($1,500) of the above amount.

MOTION: Peotter SECOND: Sachs VOTE: Unanimous (Director Spitzer recused himself)

V. BOARD BUSINESS (ITEMS 5 - 6 )

5. CONTRACTS AND PROCUREMENT SERVICES POLICIES AND PROCEDURES MANUAL REVISIONS FILE NO. 2015J-045

Coleen Franco reported that after multiple meetings of the Joint Procurement Ad Hoc Committee, it was determined that several revisions to the CAPS Manual should be brought forward to the full Boards of Directors for consideration. These revisions include (1) placing a cap on Routine Business Expense authorized contracts of $300,000 (both agencies combined) and (2) adding a policy that does not restrict ex parte communications during active procurements. In addition to these revisions, the agencies’ legal counsel has recommended several additional CAPS Manual updates (attached) after performing a full legal review to ensure proper reference and representation of legal requirements.

Director Sachs asked has there ever been an instance where a multi-year contract

would save the agency more money by doing so instead of yearly renewals? Ms. Franco said if staff determines a multi-year contract would be in the best interest of the agency then they would bring that to the Board in lieu of a Routine Business Expense.

Director Spitzer asked if there is any distinction between ex parte

communications while you have an evaluation panel as distinguished by ex parte


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communications post recommendation from the screening panel? Ms. Franco said procurement documents state that during an active procurement, there is to be no ex parte communication. That does not prohibit individual from attending Board meetings. During the entire process the evaluation, there is to be no ex parte communication. Director Spitzer said the changes to ex parte are only post recommendation. Ms. Franco said procurement documents currently indicate there is to be no ex parte communications during an active procurement. This change would remove that restriction so it would be up to the individual board members if they want to enter into conversations with potential providers. Director Spitzer said there are multiple stages of procurement, actual evaluation selection then recommendation to the board and the policy makers. Distinguish between those two. What is the rule of ex parte while the procurement is ongoing with staff, outside agency members, what is the rule? Ms. Franco said currently the rule is that there is to be no exparte communications. Director Spitzer asked if this recommendation would change that? Ms. Franco said yes.

Director Spitzer said he doesn’t think there should be any ex parte communication

while the selection process is going on. We want to have the right and opportunity to return to a process that was unaffected and is completely antiseptic, evaluated within the four corners of written documents, oral, discussions by the panel without any outside interference. I don’t know any other agency that allows ex parte communication in a formal procurement process.

Director Ferguson asked if, when you did your survey and talked to the agencies that had no restrictions, did you talk to the ones that did have restriction to find out why? Ms. Franco said 19 cities had been contacted that did not have restrictions. Director Ferguson said she would like to find out why those that had restrictions felt it was necessary and how it is working out for them. Ms. Franco said the reasons we have not allowed it in the past we did not want to open the agency up to protests and make sure there is a fair playing field for all participants.

Director Bartlett asked if only cities were surveyed? Ms. Franco said SANDAG, OC Fire Authority, RCTC and OCTA were also surveyed. CEO Kraman said we should take this item back to the committee because there are too many nuances to address at this time. Director Spitzer said the way that was described is different than what we considered and discussed. A lot more discussion needs to occur

Director Peotter said he wants to differentiate to make sure we are talking about the procurement process and staff talking to vendors because an RFP goes out and then the RFP is returned. There is a period where you are dealing with the vendors and staff is talking to them and clarifying any questions? There is a lot of ex parte communication when the RFP process is in place. Ms. Franco said no. Currently the proposers are directed to contact the administrator and all questions come through a formal question and answer process. Any questions are forwarded to the administrator. That is being lifted. We do include in procurement documents a


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clause that states vendors cannot rely on the information provided other than through the written document or written addenda. Director Peotter said, then to clarify, unless information is obtained through the contract administrator, it doesn’t affect the RFT. Ms. Franco said that is correct.

Director Hack said we all agree to return this to the committee for another look. ACTION: Bring this item back to the committees for further review and clarification.

MOTION: Hack SECOND: Peotter VOTE: Unanimous

6. IMAGE REVIEW SERVICES FILE NO. 2015J-066

Rick Carrier, Director of Tolling & Customer Information Systems, reported that staff recommends awarding Global Agility Solutions a three-year contract with two one-year extension options at a cost of $0.0301 per image set for both the Foothill/Eastern Transportation Corridor Agency and the San Joaquin Hills Transportation Corridor Agency for manual image review services. TCA processes an average of 3,000,000 license plate image sets a month. Eighty-five percent are processed automatically, the remainder of approximately 450,000, require manual review. Award of this contract will reduce costs and turnaround time; and support improved customer service.

The goal is to reduce cost and turnaround time for manual image review. Shorter

turnaround time will allow the agency to improve online payment options and reduce customer errors. Staff issued an RFP and evaluated proposals to provide the services meeting TCA requirements for returning correct results for 98% of the image sets with 24 hours and 100% within 48 hours. The contract is structured to only pay for results and no payment will be made for rejected images.

Image review is an important part of operations and staff wants to select a partner

motivated to perform at a high level. There are performance penalties if turnaround time exceeds the time frames, if image reviews are incorrect, or if reject codes are invalid.

TCA received six proposals from firms all with headquarters or offices in the U.S.

All firms with costs lower than TCA’s current cost use offshore or prison labor. Global Agility Solutions, the staff recommended firm is headquartered in Austin, Texas; however the image review is done in the Philippines with 100 full time and 30 part time staff. Ninety percent of the staff are college students or graduates and perform similar services for toll agencies and municipalities in Texas and Florida. Staff conducted reference and international labor checks to confirm suitability and has included contractual language to prevent against abuse.


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Director Hack cited the committee work in reviewing this recommendation and asked the actual costs for incorrect determinations. Although waiving the pay for the incorrect reading, is it better to not save the money speeding the process and determining the potential losses and weigh that in as well? Mr. Carrier said they could get a license plate with a visible image and have that rejected (they will be penalized). When that happens, we can do three things. If the incorrect license is posted to an account erroneously, the account holder will contact the TCA and the transaction will be reversed. If the license plate is not on an account, that will be sent to the DMV. If no one has that plate registered, that plate will come back to TCA. If the plate is registered, we will send a violation.

Director Hack asked why do we send it to the state and if a license is held up? What

is the gain? Mr. Carrier said we send the plate number to the DMV to obtain an address. Director Hack asked, in the event it comes back and the driver denies there is a transaction, we collect and/or don’t collect the fee? Mr. Carrier said if a violation notice in sent in error, and the plate owner denies the toll trip, staff will review the plate and determine an error has been made. Those errors can be corrected easily.

Director Bartlett asked if the Philippines entity is that a non-related subcontractor, or

is it a subsidiary, or part of that entity and how long they have been doing this work. Mr. Carrier said the workers in the Philippines entity are part of GlobalAbility Solutions. They have been in existence since 2012, and doing manual image review for over two years. Director Bartlett asked how do we get verification to see if that company is adhering to the no child labor policy? Mr. Carrier said that is part of contract. We can check and can monitor the various organizations that monitor labor rights abuses.

Director Peotter confirmed that we have about 450,000 images monthly that are

reviewed. Cofirite is located in Irvine, and their price is only 2.6 cents per image. Yet in the summary, staff shows 4 cents per image. Mr. Carrier said this is tiered pricing. Since we do 450,000 monthly images, they are at 7.3 cents for the first 371,000. Above that we would be priced 2.6 cents.

Director Spitzer said that in checking the companies for child labor laws, there are

people who do this for a living. It is not expensive. He is less concerned about the proprietary – they are just looking at images. When you get to $0.03 costs you can only do this when you’re cutting costs, i.e. wages, work conditions. It would be a challenge to investigate the work conditions and facilities. With all those factors involved, he would rather go with the Oklahoma Correctional Industries. Mr. Johnson said these types of procurements are very hard. What staff tries to do is put aside any unfounded biases. We look at the qualifications of the firm and its ability to do the work and the track record they have. When we look and see other agencies like us are using them in terms of red lights enforcement, some are law enforcement agencies using them. If we were the only ones using them, staff concerns would have been heightened and reflected in the evaluation process. What we presented to you is a firm capable of doing the work and meeting performance expectation and in this case providing the most affordable cost.


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Director Peotter asked how comfortable did you feel with the Oklahoma

Correctional Industries (OCI) facility as a vendor. Mr. Johnson said similar to other ones, OCI is performing services for the state of Oklahoma and its tolling agencies. In all the situations, we looked at the track records of the proposers as this is an important part of our revenue function. Some of the previous discussion was about the company Though focus who has never done this type of work before but provided a good price. Taking a risk, even though a very good price, with someone who has not done the work before, is risky and what is reflected in the evaluation scores. Director Peotter said you ranked them too high for the comments you are making today. Mr. Johnson said it is hard to ignore price, as Mr. Carrier mentioned from 9 cents to 3 cents in that volume means several hundred thousand per year for the agency.

Director Peotter made a motion to award the contract to OCI. Director Sachs said he has served on the Joint Toll Operations Committee that

reviewed all these proposals, and we asked those same questions. The committee came up with the right decision and recommendation. Does the agency have a policy in place if any federal agency wanted to review any of the data we are collecting? Mr. Carriers said we only respond to request for information involving a search warrant. Mr. Johnson said that access to our data is governed by California state law, with tight with restrictions on when we can provide data with respect to a personal nature to anyone. Mr. Joseph said that the provision on Streets and Highway Code sets forth very specific limitations on what we can provide and under what circumstances. Basically it involves search warrants and exigent circumstances where getting a search warrant would be a problem from a law enforcement standpoint because you have a fleeing suspect or something of that nature.

Director Ferguson asked if OCI has the same type of experience and cited some of

the evaluation scores where OCI exceeded Global Agility. She noted that cost was the determining factor. She would rather employ people in the United States than overseas and mentioned some of her experiences.

Director Ward asked the reason for the quick turnaround on plate reading. Mr.

Johnson said there are many customers who make mistakes entering information for payment, especially during the high tourist season. A quick turnaround in image review and allowing customers to only enter the plate number reduces errors and improves service.

Director Ward how many people in-house are doing this job? Mr. Johnson said there

are 11 front line staff and 1 supervisor. Director Ward asked if these people will be out of a job. Mr. Johnson said that there is lots of turnover in customer service, a nature of the business, but those people who currently only do image review will be provided an opportunity to apply for other positions that open weekly if not more frequently.


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Director Ward asked about violating in a rental car on the toll road. She found the one-time-toll option to be very easy but asked what would happen if she had not paid the toll. Mr. Johnson said the rental car company may not have an account. In that case, we would issue a violation and send it to Enterprise and they would say it was the customer’s violation that would be sent to you. In addition, the car rental agency would charge a fee. That is a lot of staff work and noticing so anything we can do to reduce or prevent it would be beneficial.

Director Bartlett asked what the turnaround time is for the second ranked firm. Mr.

Carrier said that in the RFP all who responded must meet that turnaround time of 98% in 24 hours and 100% in 48 hours. Mr. Johnson said this is our requirement. The 2% is a recognition of not trying to over penalize the vendor. Director Bartlett said this is basic scope of work and I think you are looking at quick turnaround time and what is the most cost effective. There is a huge difference in the pricing structure in the various venders.

Director Spitzer said that prison industries is a legitimate entity. I would rather keep

business on our side of the ocean. There is a concern explaining to customers that images are being read by felons. However, this is a good news story and there are other organizations that use this type of labor.

Director Shea suggested changing the contract to a one year contract to be sure we

have the opportunity to review this, and then add contract extensions. Director Ferguson said that the OCI seems to be working for Oklahoma. They have

been doing this for over 6 years and they have reliability is significantly higher than the other company. The scores indicate they are doing a fine for the Oklahoma turnpike.

Director Hack cited committee review and questions of standards and judgment; and

whether social aspects should outweigh business decisions. Director Bartlett said if we want a policy for the board to have a buy American

policy, then so be it. This is a very basic scope of work. We have to be objective here and looking at the data and pricing. If we open it up at this point for whatever reason and look at OCI then open it up to both of the number 2 ranked firms. This has been vetted through committee and we have their recommendation. We need to keep that in mind.

Director Sachs asked for information regarding the research regarding international

labor laws be covered again. Mr. Carrier said there is a lot of information on the internet about labor abuse. He

did not find anything on GlobalAbility regarding labor abuse issues. I did research and found multiple organizations that monitoring for labor abuse. There was no abuse indicated for GlobalAgility on any of those lists.


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Director Chun called for a vote. ACTION: Approve Staff recommendation to authorize the CEO to execute agreement No.

K001028, with Global Agility Solutions, LLC, to perform manual image review at a cost of $0.0301 per image set for three-years; with options to extend the agreement for two one-year periods with Board approval.

MOTION: Hack SECOND: Sachs VOTE: Ayes: Chun, Bartlett, Hack, Sachs, Schoeffel Noes: Ferguson, Davies, Peotter, Shea, Spitzer, Ward The motion failed. ACTION: Approve the contract for the Oklahoma Correctional Industries MOTION: Peotter SECOND: Hack – withdrawn, and Spitzer seconded ACTION: Authorize the CEO to enter into an agreement with Oklahoma Correctional

Industries to perform manual image review. MOTION: Peotter SECOND: Spitzer VOTE: Ayes: Ferguson, Davies, Peotter, Shea, Spitzer, Ward Noes: Chun, Bartlett, Hack, Sachs, Schoeffel The motion passed. Staff will return to the Board with negotiated terms. Mr. Johnson said the OCI indicated they could not meet the requirements of the

performance bond. Staff entered into negotiations with the top ranked firm, Global Agility Solutions, not the OCI.

Director Chun asked without knowing for certain if that that piece of critical

information would have changed the decision of the directors now that we have already voted and moved in a particular direction, how would that occur? Mr. Joseph said that someone would have to move to reconsider the item, vote to reconsider the item and reopen the discussion.

Director Spitzer said when the board has a conversation as vibrant and robust as the

one we just had and there is a key point that staff is sitting on, it might be helpful to bring that out vis-à-vis a performance bond. What is the rationale of the performance bond - to guarantee performance?. What are you going to do if prisoners put up a performance bond and don’t perform? Are you going to put them in jail? At the end of the day it might all be much ado about nothing, it may be underwritten. In California the prison industry is a private entity that is given permission to work in the California Depart of Corrections. In other states it could be the arm of the


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government. They have ways of putting up performance guarantees or they have certain immunities anyway. I’m suggesting you talk to the entity and determine what, if any conditions are required and find out what they can and cannot do. Allow that process to go forward and find out if that is such an inhibiter to performance. If it is a mere technicality, then I don’t care. It is about guaranteeing performance. If they don’t perform, you will know forthwith and you will have to take measures like you would under any circumstance.

Director Spitzer said his argument to the majority of the Board is allow staff to due

diligence and negotiate in due course and determine what, if any, the state of Oklahoma would have. I would ask those in majority to not support that motion.

Mr. Kraman said he wants to make sure the board understands the purpose of the

performance bond because it was not accurately presented. That allows us to go to the bond holder to then hire someone else to hire the work if they are unable to do the work. Reading license plates is pretty important to us collecting revenue. I don’t disagree that perhaps this is something where we should use a little leeway in determining what kind of guarantees we can get. The way it was described would be the performance penalties we have allows us to penalize them monetarily if they are not meeting the performance. It does not give us a source of bond to go to pay for the cost of doing those services they failed to perform.

Chair Chun said the option is if any member of those who voted and prevailed in this

decision wish to have it reconsidered. If not we move forward with the requests we have stated to staff.

Director Shea asked why we would have to go to an RFP if this negotiation does not

work? Why not go to the original firm recommendation? Director Peotter said if the performance bond if we go to the low bidder, we are assuming we would have to pay more to replace them, we can always go back to the low bidder in the Philippines. Mr. Joseph said another procurement is not necessary. Another procurement raises the specter of possible protest, but there is no legal requirement that we go to a separate procurement.

Director Bartlett asked what the split between agencies is for the 450,000 images

read per month? Mr. Carrier did not have that information available at this time. Director Bartlett said it is important to her right now because we have two different boards who may not vote the same way. You may have the San Joaquin Hills Board voting for OCI and have the Foothill Eastern board voting for the Philippines.

Director Spitzer said procedurally there is not a question on the table. There is no

motion pending. The action is the action at the next board meeting we can talk about this ad nauseum, but right now, there is nothing to debate. It is closed.

Director Chun said the debate is closed. No one wants to reconsider the item. Thank

you to all who participated in this discussion.


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CHIEF EXECUTIVE OFFICER’S REPORT

(Michael A. Kraman, Chief Executive Officer)

Traffic and Revenue Update – revenues are up 15.2% in November and transactions are up 11.8%.

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

Director Bartlett encouraged all Board members to get the word out the California Transportation Commission Technical Advisory Committee for the vehicle miles traveled program needs 5,000 participants throughout the state of California. Currently we have 600 signed up, mostly from northern California. Southern California needs more representation. Go to www.Californiaroadchargepilot.com and sign up and be a participant in this program. This changes revenues from the gas tax pay at the pump to roads traveled to paying so much per mile. It is important to get southern California represented.

Chair Chun gave recognized and congratulated Valarie McFall and her staff for recognition at the WTS Awards dinner for the TCA wildlife fencing project and also Juliet Su, who received the member of the year award from WTS.

Mr. Kraman reminded the Board of the luncheon at noon.

VI. JOINT CLOSED SESSION WITH THE FOOTHILL/EASTERN

TRANSPORTATION CORRIDOR AGENCY

There was no need for a closed session. There will be a written update to the Board on existing litigation.

VII. ADJOURNMENT

The meeting was adjourned at 10:35 a.m. to January 14, 2016, at 9:00 a.m., TCA Offices, 125 Pacifica, Irvine, CA 92618.

JOINT CAPITAL PROGRAMS & PROJECTS COMMITTEE REPORT DATE: January 14, 2016 TO: Members of Board of Directors FROM: David Lowe, Acting Chief Engineer SUBJECT: Joint Capital Programs & Projects Committee - December 17, 2015 Present: Chuck Puckett (Chair), Laurie Davis (Vice-Chair), Lisa Bartlett, Ross

Chun, Mark Murphy, Christina Shea, Todd Spitzer, Craig Young, Scott Voigts

Absent: Melody Carruth Committee Discussion – Design/Program Management Services Staff provided an overview of the procurement process for the recommended selection of a Design/Program Management consultant for FY2017 and for supplemental work for FY2016. The Committee has forwarded this item to the Board of Directors for approval with Director Bartlett and Director Spitzer abstaining. Committee Discussion–Pacifica HVAC Modernization Project Staff provided an an overview of the project scope and procurement process for the recommended selection for award of a contract for the HVAC improvements to the Agency Administration Building. The committee suggested that staff look into the potential for equipment reductions in data server rooms. The Committee has forwarded this item to the Board of Directors for approval. Committee Discussion – 241/91 Connector Outreach Consultant Staff provided a verbal report on the procurement process for the SR 241/91 Express Lanes Direct Connector Public Outreach Consultant and recommendation to award a three-year contract with two one-year options to Arellano Associates and funding for Phase I and Phase II of the four phase program. The Committee has forwarded this item to the Board of Directors for approval.

L:\Agendas and Reports\2016\January\FE\011616 FE Mobility Ad Hoc.docx

1 1/7/2016

Foothill/Eastern Mobility Ad Hoc Committee Report DATE: January 14, 2016 TO: Members of Foothill/Eastern Board of Directors FROM: Barbie Daly SUBJECT: Foothill/Eastern Mobility Ad Hoc Committee – January 6, 2016 Present: Kathy Ward (Chair), Lisa Bartlett, Chuck Puckett, Scott Voigts and Craig

Young – Carrie O’Malley in place of Todd Spitzer Absent: Greg Raths, Todd Spitzer Committee Discussion

1. In an effort to continue the momentum achieved thus far regarding the 241 Long

Range Planning activity, staff presented the Committee with two new contracts and two contract amendments that will serve to enhance these efforts going forward. The new contracts are with:

• Englander Knabe and Allen

• Kit Cole Consulting

The contract amendments are for:

• Richard Katz Consulting, Inc

• Fehr & Peers

The Committee recommended these contracts be brought to the Foothill/Eastern TCA Board for consideration.

2. Sharon Browning of Sharon Browning & Associates gave a presentation on the findings of the South Orange County Community Ascertainment Study Regarding Regional Mobility based on her extensive research. The Committee recommended a special Board meeting be scheduled giving Ms. Browning the opportunity to present these findings to the full Board of Directors.

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

DATE: January 14, 2016 TO: San Joaquin Hills Transportation Corridor Agency Board of Directors FROM: Daryn Martin, Manager of Treasury Operations SUBJECT: Investment Reports – November 30, 2015 STAFF RECOMMENDATION: Receive and file. BACKGROUND: The San Joaquin Hills Transportation Corridor Agency (SJHTCA) issues a monthly report to the Board of Directors detailing the types of investments in the portfolio, the dollar amount invested in each category, the rate of interest in each category, the total portfolio yield, and the transactions for the month. DISCUSSION: Compliance Enclosed are the investment reports for the SJHTCA for the month ended November 30, 2015. These investment reports reflect only assets held by the Trustee (Bank of New York-Mellon), which include the 1997 and 2014 indenture accounts and four non-indenture accounts. As of November 30, 2015, all non-indenture funds are invested in compliance with both the California Government Code and SJHTCA Investment Policy. In June and July of this year, during the period of the agency's transition to an investment advisory firm, the agency directed the investment of certain money on deposit in the Senior Lien Bonds Principal Account held under its Master Indenture in obligations of the Federal Home Loan Bank System and the Federal Home Loan Mortgage Corporation that, while constituting "Permitted Investments" under the Master Indenture, did not meet the requirements applicable to the investment of money on deposit in said account. This inadvertent error was discovered on December 29; and the securities in question were promptly sold and replaced with a United States Treasury obligation maturing on or before January 15, 2016 (the date of the next principal payment). The amount in question, $13.7 million represented less than half the amount of the

SJH Investment Reports File No. 2016S-003 January 14, 2016 Page 2

upcoming principal payment, and the error has not impaired in any way the agency's ability to make that payment. While this event does not constitute a “Listed Event” under the San Joaquin Hills Transportation Corridor Agency's Continuing Disclosure Certificates with respect to its Series 1997A, 2014A and 2014B Bonds, the agency has posted this information on the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access website. Since the discovery of this error, Staff, our external investment advisor, Chandler Asset Management and our trustee bank, The Bank of New York-Mellon has implemented additional controls to ensure that an error such as this could not occur again in the future. The agency’s Internal Audit group has reviewed this enhanced process and determined that the appropriate controls are in place. Portfolio Update Since October 31, 2015, the adjusted cost portfolio balance increased by approximately $9.8 million to $356.3 million. The increase in November is primarily due to toll revenue transfers of $10.8 million, the receipt of development impact fees of $0.1 million and interest income of $0.1 million. The increase is partially offset by toll operations related expenses of $1.1 million and planning, environmental and construction related expense of $0.1 million. In November 2014, the agency refinanced the 1993 Bonds and a portion of the 1997 Bonds. In association with the 2014 refinancing, the agency invested $155.6 million in Treasury Securities—State and Local Government Series, also known as SLGS, at a zero percent interest rate. SLGS are special purpose securities that are issued to state and local government entities, upon their request, to assist the agency to comply with federal tax laws and Internal Revenue Service arbitrage regulations when the entity has cash proceeds to invest from their issuance of tax exempt bonds. As the agency experienced such favorable conditions at the time of the refinancing, the purchase of SLGS was needed to comply with yield restrictions and tax arbitrage rebate requirements. The weighted average maturity of the SJHTCA portfolio, exclusive of the SLGS mentioned above, is 0.9 years. The weighted average YTM (Yield to Maturity @ Cost), exclusive of the SLGS, was 0.37 percent at November 30, 2015, 1 basis point lower than the 0.38 percent at October 31, 2015. The market value of the portfolio is materially equal to the adjusted cost of the portfolio at month end. Market values reported herein have been obtained from Interactive Data Corporation, which provides an online interface to the agency’s investment database system. These market values are compared for reasonableness with the market values provided by the Trustee.


Credit Update To maintain safety, adherence to an investment policy strategy of purchasing only top-rated securities and diversification of security types and maturities is required. As shown in Exhibit 2, approximately 89 percent of the entire portfolio is invested in U.S. Treasuries and Agency bonds that are rated AA+ by Standard and Poor’s and Aaa by Moody’s. The remainder of the portfolio is primarily invested in money market investments, medium-term corporate notes and municipal bonds, all rated in one of the three highest rating categories by at least two nationally recognized statistical rating agencies, and short-term commercial paper rated “A-1+/P-1”, the highest rating by the two rating agencies noted above. Economic Update At the December 16, 2015 Federal Open Market Committee (FOMC) meeting the Federal Reserve (Fed) raised interest rates from zero to 0.25%. Although the Federal Reserve has taken its first step toward normalizing monetary policy, the tone of the FOMC statement was dovish, suggesting that the pace of additional policy tightening will be slower than historical Fed tightening cycles. Policymakers’ median projection for the fed funds rate at the end of 2016 is 1.375%, which implies that the Fed could hike rates three or four times next year. By 2018, the Fed is forecasting a fed funds rate of around 3.25%. In the longer-run, the target fed funds rate is roughly 3.5%. The FOMC has emphasized that monetary policy adjustments will be gradual and that the path of the fed funds rate will depend on the economic outlook. Notably, the FOMC will continue to reinvest principal payments from its holdings of agency and mortgage-backed securities and will continue rolling over maturing Treasury securities until normalization of the fed funds rate is well underway. Overall, monetary policy remains highly accommodative and the Fed is proceeding with caution as it moves toward a more normalized policy stance. The November employment report was stronger than expected. Nonfarm payrolls rose by 211,000 in November, above the consensus forecast of 200,000. September and October payrolls were revised up by a total of 35,000. The unemployment rate was unchanged at 5.0%. The participation rate edged up to 62.5% from 62.4%. However, a broader measure of unemployment called the U-6, which includes those whom are marginally attached to the labor force and employed part time for economic reasons, inched up to 9.9% from 9.8%. Wages increased 0.2% on a month-over-month basis in November, and were up 2.3% on a year-over-year basis. Over the past three months, payrolls have increased by an average of 218,000 per month, compared to the trailing six-month average of 213,000. Inflationary pressures remain benign. In November, the Consumer Price Index (CPI) rose 0.5% on a year-over-year basis, up from 0.2% in October. Meanwhile, Core CPI (CPI less food and energy) was up 2.0% in November on a year-over-year basis, vs. up 1.9% in October. The Personal Consumption Expenditures (PCE) price index was up 0.2% on a year-over-year basis in


October, unchanged from September. Core PCE (excluding food and energy) was also unchanged, up 1.3% on a year-over-year basis in October. Overall, inflation isn't showing significant signs of upward pressure and remains below the Fed's 2.0% target. Housing trends are mixed. Total housing starts fell 11.0% in October, missing expectations. However, housing permits rose 4.1% in October. Meanwhile, home pricing has remained firm, which may be keeping some first-time home buyers on the sidelines. The S&P Case-Shiller home price index was up 5.5% year-over-year in September, versus up 5.1% year-over-year in August. Exhibits

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

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

2. Portfolio Summary Graph– SJHTCA Indenture and Non-Indenture Funds Asset Allocation Comparison – Market Value This pie chart is a representation of the market value and related percentage of each asset category in the portfolio to the total portfolio. The investment policy and debt agreements specify percentage limitations on certain asset categories. At November 30, 2015, the agency holdings were all below the maximum percentage limits.

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

This report provides a detailed description and the associated ratings of each fixed income security held in the SJHTCA portfolio at November 30, 2015. This report includes all agency security holdings with the exception of money market funds and cash. All of the agency’s investments were rated at or above the minimum rating required per the agency’s investment policy and debt agreements.

4. Monthly Investment Transactions These schedules detail the SJHTCA investment transactions during the month.


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

BUDGET: N/A CONCLUSION: Enclosed are the monthly investment reports for the San Joaquin Hills Transportation Corridor Agency (SJHTCA) as of November 30, 2015. As of November 30, 2015, all non-indenture funds are invested in compliance with both the California Government Code and SJHTCA Investment Policy. On December 29, 2015 an inadvertent error was discovered related to the investment of $13.7 million in obligations of the Federal Home Loan Bank System and the Federal Home Loan Mortgage Corporation that, while constituting "Permitted Investments" under the Master Indenture, did not meet the requirements applicable to the investment of money on deposit in the Senior Lien Bonds Principal Account. The securities in question were promptly sold and replaced with a United States Treasury obligation. The amount in question represented less than half the amount of the upcoming principal payment, and the error has not impaired in any way the agency's ability to make that payment. Since the discovery of this error, Staff, our external investment advisor and trustee bank have implemented enhanced controls to ensure an error such as this could not occur again in the future. Attachments

Exhibit 1

Adjusted PctSecurity Type Cost Market Value Assets Yield

Money Market & CashMONEY MARKET & CASH 28,311,384.75 28,311,384.75 7.95% 0.00

28,311,384.75 28,311,384.75 7.95% 0.00

Commercial PaperCOMMERCIAL PAPER 1,654,191.06 1,654,183.50 0.46% 0.32

1,654,191.06 1,654,183.50 0.46% 0.32

U.S. TreasuriesTREASURY BILLS 26,382,337.70 26,382,044.88 7.41% 0.08TREASURY NOTES 57,318,010.80 57,231,669.13 16.07% 0.35

83,700,348.50 83,613,714.01 23.48% 0.26

U.S. AgenciesFHLB BOND 17,137,626.99 17,084,301.18 4.80% 0.70FHLB DISCOUNT NOTE 15,273,492.66 15,272,997.87 4.29% 0.19FNMA BOND 26,704,666.21 26,651,030.94 7.49% 0.56FHLMC BOND 14,867,461.38 14,801,654.17 4.16% 0.77FHLMC DISCOUNT NOTE 1,799,560.43 1,799,753.40 0.51% 0.20AGENCY BOND 699,872.21 700,701.40 0.20% 0.63AGENCY DISCOUNT NOTE 987,114.52 987,054.75 0.28% 0.41FEDERAL FARM CREDIT BUREAU BOND 1,542,323.33 1,535,124.33 0.43% 0.74

79,012,117.73 78,832,618.04 22.14% 0.55

Medium Term Corporate NotesCORPORATE NOTES - MEDIUM TERM 451,167.09 450,501.51 0.13% 1.51CORPORATE BONDS 4,579,600.82 4,578,987.15 1.29% 1.34

5,030,767.92 5,029,488.67 1.41% 1.35

Municipal BondsMUNICIPAL BONDS 3,031,307.44 3,032,430.00 0.85% 0.45

3,031,307.44 3,032,430.00 0.85% 0.45

TOTAL PORTFOLIO WITHOUT TREASURY SLGS 200,740,117.40 200,473,818.97 56.31% 0.37

U.S. TreasuriesTREASURY SLGS 155,556,591.00 155,556,591.00 43.69% 0.00

TOTAL PORTFOLIO 356,296,708.40 356,030,409.97 100.00% 0.21

Transportation Corridor AgenciesPORTFOLIO SUMMARY

San Joaquin Hills Transportation Corridor AgencyIndenture & Non-Indenture Funds

November 30, 2015

Money Market & Cash7.95%

Commercial Paper0.46%

U.S. Treasuries67.18%

U.S. Agencies22.14%

Medium Term Corporate Notes1.41%

Municipal Bonds0.85%

SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCYPORTFOLIO SUMMARY

INDENTURE AND NON-INDENTURE FUNDSNOVEMBER 30, 2015

MARKET VALUE $356,030,409.97

Exhibit 2

Transportation Corridor AgenciesFIXED INCOME HOLDINGS - SETTLED TRADES


November 30, 2015

Date/PriceAdj.Unit Adjusted

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

COMMERCIAL PAPERBANK OF TOKYO-MITSUBISHI UFJ LIMITED NEW YORK COMMERCIAL PAPER

06538ba45 855,000 99.97 854,765.77 A-1 P-1

0.290% Due 01-04-16BANK OF TOKYO-MITSUBISHI UFJ LIMITED NEW YORK COMMERCIAL PAPER

06538bb85 400,000 99.93 399,700.91 A-1 P-1

0.390% Due 02-08-16RABOBANK NEDERLAND NV NEW YORK COMMERCIAL PAPER

21687abk8 400,000 99.93 399,724.38 A-1 P-1

0.000% Due 02-19-16COMMERCIAL PAPER Total 1,654,191.06

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

TREASURY BILLSU.S. TREASURY BILL 912796gx1 26,385,000 99.99 26,382,337.70 A-1+ P-10.000% Due 01-14-16TREASURY BILLS Total 26,382,337.70

TREASURY NOTESU.S. TREASURY NOTE 912828a34 1,385,000 100.39 1,390,361.01 AA+ Aaa1.250% Due 11-30-18U.S. TREASURY NOTE 912828a67 4,900,000 100.01 4,900,299.53 AA+ Aaa0.250% Due 12-31-15U.S. TREASURY NOTE 912828a91 1,010,000 100.30 1,013,023.40 AA+ Aaa0.750% Due 01-15-17U.S. TREASURY NOTE 912828b74 2,160,000 100.07 2,161,479.17 AA+ Aaa0.625% Due 02-15-17U.S. TRESAURY NOTE 912828d64 1,010,000 100.11 1,011,144.34 AA+ Aaa0.500% Due 08-31-16U.S. TREASURY NOTE 912828f47 1,225,000 100.11 1,226,297.73 AA+ Aaa0.500% Due 09-30-16U.S. TREASURY NOTE 912828j35 380,000 99.88 379,526.57 AA+ Aaa0.500% Due 02-28-17U.S. TREASURY NOTE 912828k66 5,000,000 99.87 4,993,290.25 AA+ Aaa0.500% Due 04-30-17U.S. TREASURY NOTE 912828ru6 380,000 100.35 381,338.76 AA+ Aaa0.875% Due 11-30-16U.S. TREASURY NOTE 912828sc5 380,000 100.42 381,611.59 AA+ Aaa0.875% Due 01-31-17

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November 30, 2015



U.S. TREASURY NOTE 912828sy7 1,385,000 99.97 1,384,604.56 AA+ Aaa0.625% Due 05-31-17U.S. TREASURY NOTE 912828tb6 1,000,000 100.11 1,001,092.88 AA+ Aaa0.750% Due 06-30-17U.S. TREASURY NOTE 912828tg5 1,005,000 99.76 1,002,632.45 AA+ Aaa0.500% Due 07-31-17U.S. TREASURY NOTE 912828tm2 2,575,000 99.80 2,569,918.27 AA+ Aaa0.625% Due 08-31-17U.S. TREASURY NOTE 912828tw0 1,700,000 100.01 1,700,105.51 AA+ Aaa0.750% Due 10-31-17U.S. TREASURY NOTE 912828ua6 380,000 99.48 378,008.20 AA+ Aaa0.625% Due 11-30-17U.S. TREASURY NOTE 912828ue8 1,010,000 99.99 1,009,857.98 AA+ Aaa0.750% Due 12-31-17U.S. TREASURY NOTE 912828ug3 25,495,000 100.04 25,506,066.13 AA+ Aaa0.375% Due 01-15-16U.S. TREASURY NOTE 912828uj7 1,390,000 100.02 1,390,256.84 AA+ Aaa0.875% Due 01-31-18U.S. TREASURY NOTE 912828uu2 1,390,000 99.59 1,384,329.53 AA+ Aaa0.750% Due 03-31-18U.S. TREASURY NOTE 912828ve7 1,010,000 100.03 1,010,298.35 AA+ Aaa1.000% Due 05-31-18U.S. TREASURY NOTE 912828vk3 380,000 100.70 382,676.84 AA+ Aaa1.375% Due 06-30-18U.S. TREASURY NOTE 912828vr8 380,000 100.16 380,608.91 AA+ Aaa0.625% Due 08-15-16U.S. TREASURY NOTE 912828xa3 380,000 99.78 379,182.01 AA+ Aaa1.000% Due 05-15-18TREASURY NOTES Total 57,318,010.80

FHLB BONDFEDERAL HOME LN BKS 3130A0C65 3,200,000 99.98 3,199,213.33 AA+ Aaa0.625% Due 12-28-16FEDERAL HOME LOAN BANK BOND

3130a1nn4 4,500,000 100.31 4,514,122.87 AA+ Aaa

0.875% Due 05-24-17FEDERAL HOME LOAN BANK BOND

3130a3j70 1,325,000 100.17 1,327,216.72 AA+ Aaa


3130a4fr8 980,000 100.19 981,823.34 AA+ Aaa


3130a4gj5 1,315,000 100.47 1,321,116.83 AA+ Aaa


313370sz2 965,000 102.68 990,830.84 AA+ Aaa


313371pv2 1,320,000 101.16 1,335,283.64 AA+ Aaa

1.625% Due 12-09-16

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November 30, 2015



FEDERAL HOME LOAN BANK BOND

313375k48 300,000 102.10 306,308.01 AA+ Aaa


313378a43 1,525,000 101.06 1,541,100.78 AA+ Aaa


313379fw4 1,315,000 100.51 1,321,742.06 AA+ Aaa


313380fb8 300,000 99.62 298,868.57 AA+ Aaa

1.375% Due 09-13-19FHLB BOND Total 17,137,626.99

FHLB DISCOUNT NOTEFEDERAL HOME LOAN BANK DISCOUNT NOTE

313384rt8 11,955,000 99.98 11,952,643.15 A-1+ P-1

0.000% Due 01-13-16FEDERAL HOME LOAN BANK DISCOUNT NOTE

313384vv8 1,480,000 99.92 1,478,840.48 A-1+ P-1


313384xp9 300,000 99.86 299,588.17 A-1+ P-1


313384xx2 1,395,000 99.82 1,392,556.88 A-1+ P-1


313396vq3 150,000 99.91 149,863.97 A-1+ P-1

0.000% Due 04-15-16FHLB DISCOUNT NOTE Total 15,273,492.66

FNMA BONDFEDERAL NATL MTG ASSN 3135G0SB0 11,940,000 100.00 11,940,014.94 AA+ Aaa0.375% Due 12-21-15FEDERAL NATIONAL MORTGAGE ASSOCIATION

3135g0e33 1,330,000 100.32 1,334,314.84 AA+ Aaa

1.125% Due 07-20-18FEDERAL NATIONAL MORTGAGE ASSOCIATION

3135g0e58 1,335,000 100.19 1,337,590.18 AA+ Aaa


3135g0es8 1,317,000 100.89 1,328,685.33 AA+ Aaa


3135g0ja2 980,000 100.76 987,406.37 AA+ Aaa


3135g0pp2 1,325,000 100.53 1,332,062.47 AA+ Aaa

1.000% Due 09-20-17

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November 30, 2015



FEDERAL NATIONAL MORTGAGE ASSOCIATION

3135g0pq0 1,330,000 100.28 1,333,700.51 AA+ Aaa


3135g0tg8 1,335,000 100.03 1,335,462.13 AA+ Aaa

0.875% Due 02-08-18FEDERAL NATL MTG ASSN BOND

3135g0va8 1,900,000 100.00 1,899,905.14 AA+ Aaa


3135g0vm2 1,540,000 100.22 1,543,370.38 AA+ Aaa


3135g0wj8 1,340,000 99.77 1,336,948.59 AA+ Aaa


3135g0xp3 995,000 100.02 995,205.34 AA+ Aaa

0.375% Due 07-05-16FNMA BOND Total 26,704,666.21

FHLMC BONDFEDERAL HOME LOAN MORTGAGE CORPORATION

3137EADJ5 1,325,000 100.60 1,332,971.21 AA+ Aaa

1.000% Due 07-28-17FEDERAL HOME LOAN MORTGAGE CORPORATION

3137eacw7 1,320,000 101.17 1,335,439.27 AA+ Aaa


3137eadf3 1,320,000 100.91 1,331,950.61 AA+ Aaa


3137eadh9 4,000,000 100.50 4,020,043.61 AA+ Aaa


3137eadk2 1,335,000 99.82 1,332,591.76 AA+ Aaa


3137eadm8 1,555,000 99.51 1,547,303.11 AA+ Aaa


3137eadn6 1,330,000 99.86 1,328,158.27 AA+ Aaa


3137eadt3 1,335,000 100.42 1,340,585.27 AA+ Aaa


3137eadu0 1,300,000 99.88 1,298,418.27 AA+ Aaa

0.500% Due 01-27-17FHLMC BOND Total 14,867,461.38

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November 30, 2015



FHLMC DISCOUNT NOTEFEDERAL HOME LOAN MORTGAGE CORPORATION DISCOUNT NOTE

313396rt2 1,800,000 99.98 1,799,560.43 A-1+ P-1

0.000% Due 01-13-16FHLMC DISCOUNT NOTE Total 1,799,560.43

AGENCY BONDFARMER MAC NOTE 31315pj42 700,000 99.98 699,872.21 NR NR0.600% Due 06-27-16AGENCY BOND Total 699,872.21

AGENCY DISCOUNT NOTEFEDERAL FARM CREDIT BANK DISCOUNT NOTE

313312b74 990,000 99.71 987,114.52 A-1+ P-1

0.000% Due 08-16-16AGENCY DISCOUNT NOTE Total 987,114.52

FEDERAL FARM CREDIT BUREAU BONDFEDERAL AGRICULTURAL MORTGAGE CORPORATION

3133eeqx1 1,535,000 100.48 1,542,323.33 AA+ Aaa

1.000% Due 09-25-17FEDERAL FARM CREDIT BUREAU BOND Total 1,542,323.33

MUNICIPAL BONDSBAY AREA TOLL AUTH CALIF TOLL

072024de9 2,000,000 101.53 2,030,574.25 AA Aa3 04-01-16

5.000% Due 04-01-16 100.00UNIVERSITY CALIF REVENUE BOND

91412GPX7 1,000,000 100.07 1,000,733.19 AA Aa2

0.659% Due 05-15-16MUNICIPAL BONDS Total 3,031,307.44

CORPORATE NOTES-MEDIUM TERMJOHN DEERE CAPITAL CORPORATRION

24422esx8 260,000 100.33 260,855.64 A A2

1.600% Due 07-13-18GENERAL ELECTRIC CAPITAL CORPORATE NOTE

36962g6w9 190,000 100.16 190,311.46 AA+ A1

1.625% Due 04-02-18CORPORATE NOTES-MEDIUM TERM Total 451,167.09

CORPORATE BONDSAMERICAN HONDA FINANCE 02665waq4 455,000 100.64 457,916.04 A+ A11.550% Due 12-11-17APPLE INC. 037833aj9 430,000 99.59 428,219.22 AA+ Aa11.000% Due 05-03-18

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Note 1

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

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November 30, 2015



BERKSHIRE HATHAWAY INC. 084670bh0 405,000 100.72 407,903.59 AA Aa21.550% Due 02-09-18CHEVRON CORPORATION 166764av2 260,000 100.03 260,067.40 AA Aa11.365% Due 03-02-18ORACLE CORPORATION 68389xan5 1,190,000 100.18 1,192,135.23 AA- A11.200% Due 10-15-17TOYOTA MOTOR CREDIT CORPORATION

89236tay1 240,000 100.65 241,548.07 AA- Aa3

2.000% Due 10-24-18US BANCORP 91159hhh6 160,000 101.57 162,514.76 A+ A12.200% Due 04-25-19WELLS FARGO AND COMPANY

94974bfg0 1,430,000 99.95 1,429,296.51 A+ A2

1.500% Due 01-16-18CORPORATE BONDS Total 4,579,600.82

GRAND TOTAL 327,985,323.65

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Exhibit 4

Trade Settle UnitDate Date Quantity Security Cost Cost

PURCHASES

11/19/2015 11/20/2015 300,000 FEDERAL HOME LOAN BANK BOND 102.120 306,375.00 2.000% Due 09-14-18

11/24/2015 11/24/2015 300,000 FEDERAL HOME LOAN BANK BOND 99.620 298,863.00 1.375% Due 09-13-19

11/19/2015 11/20/2015 190,000 GENERAL ELECTRIC CAPITAL CORPORATE NOTE 100.170 190,315.40 1.625% Due 04-02-18

11/17/2015 11/17/2015 7,300,000 U.S. TREASURY BILL 99.990 7,299,529.56 0.000% Due 01-14-16

11/17/2015 11/17/2015 5,800,000 U.S. TREASURY BILL 99.990 5,799,626.22 0.000% Due 01-14-16

TOTAL 13,894,709.18

From 11-01-15 To 11-30-15

Transportation Corridor AgenciesTRANSACTION SUMMARY ON SETTLEMENT DATE


1

Exhibit 4

Trade Settle Gain/Date Date Quantity Security Proceeds Loss

SALES

There were no sales of investment securities during the month.

TOTAL -$ -$



From 11-01-15 To 11-30-15

2

Exhibit 4

Trade SettleDate Date Quantity Security Proceeds

MATURITIES

11/23/2015 11/23/2015 300,000 GENERAL ELECTRIC CAPITAL CORP COMMERCIAL PAPER 299,193.00 0.360% Due 11-23-15

11/23/2015 11/23/2015 550,000 GENERAL ELECTRIC CAPITAL CORP COMMERCIAL PAPER 548,520.50 0.360% Due 11-23-15

TOTAL 847,713.50$



From 11-01-15 To 11-30-15

3

Exhibit 5

INVESTMENT DEFINITIONS

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

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

such data from a pricing service bureau. Par The face value of a security which represents the amount to be paid by

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

that has a coupon rate higher than the current market rate. Discount The amount which is deducted from the par value when purchasing a

security that has a coupon rate lower than the current market value. Basis Point Unit of interest rates or yields expressed as a percentage. One hundred

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

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

following factors: historical cost, coupon rate, interest payments and their reinvestment and maturity date.

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

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

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

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

Exhibit 5

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

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

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

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

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

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

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

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

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

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

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

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

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

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


DATE: January 14, 2016 TO: Foothill Eastern Transportation Corridor Agency Board of Directors San Joaquin Hills Transportation Corridor Agency Board of Directors FROM: Howard Mallen, Director of Finance SUBJECT: Current Insurance Coverage STAFF RECOMMENDATION: Receive and file. BACKGROUND: The Foothill/Eastern Transportation Corridor Agency (F/ETCA) and the San Joaquin Hills Transportation Corridor Agency (SJHTCA) bind numerous insurance policies annually. This report summarizes the current coverage and related costs. Indenture Requirements The Master Indentures of Trust (the Indentures) require the agencies to maintain insurance programs that will afford adequate insurance protection against loss caused by damage to, or destruction of, the pledged facilities owned by the agencies including toll facilities and equipment. The agencies are also required by the Indentures to obtain comprehensive liability insurance for bodily injury and property damage related to the pledged facilities owned. Alliant Contract In an effort to maintain high quality insurance broker services at a fixed price, TCA staff conducted a request for proposal for its insurance broker services in 2013. Selected through a competitive process and approved by the Boards of Directors in February 2014, a three-year contract was awarded to Alliant Insurance Services, Inc. (Alliant) with three one-year options. The price of the Alliant contract was $140,000 for the first year with an increase of $2,500 each subsequent year.

Current Insurance Coverage File No.2016J-021 January 14, 2016 Page 2 of 3

Process The agencies bind insurance policies to meet the above Indenture requirements through Alliant, which provides all of the agencies’ insurance procurement needs. During each policy’s annual renewal period, Alliant provides applications for verification and completion. Once the completed information is received by Alliant, they initiate contact with numerous insurance carriers to discuss the agencies and their unique exposures. Specifications and renewal information is then submitted to insurance carriers for consideration and quotations. Once insurance quotations are received by Alliant, a proposal is created. The proposal typically includes a “side by side” coverage comparison, benchmarking statistics compiled by Alliant on other public agencies, along with Alliant’s recommendation as to which option they recommend and why. In addition, Alliant includes a marketing report which outlines the various insurance carriers that were contacted and their response. The agencies’ staff and Alliant then review the proposal and address insured values, limits and deductibles in order to obtain the most cost effective policies. To ensure transparency in insurance fees, the fixed price contract with Alliant requires rebating of commissions back to the agencies for all insurance policies. DISCUSSION: Summary of Current Coverage Attachment A is a summary of each of the agencies’ insurance policies including coverages, related insurance companies, terms, limits, deductibles and premiums with a comparison to the prior year. Several of the policies are bound for the F/ETCA and SJHTCA combined, including the Public Entity Property Insurance Program (PEPIP) policy, which covers property and business interruption due to risk such as fire and the Difference in Conditions (DIC) policies, which cover earthquake, flood and business interruption for the toll facilities. The cost of these policies is allocated between the agencies based on the values for each agency that are covered under the policies. The total annual insurance premiums for the F/ETCA and the SJHTCA under all the current policies, including insurance broker fees paid directly to Alliant, are $802,081 and $582,727, respectively. The decline in the premiums paid over the prior year was primarily due to changes made to the earthquake and flood insurance coverage. Alliant was able to work with the insurance carriers within the agencies’ PEPIP policy to include $10 million of primary coverage for earthquake and flood. By doing so, the additional coverage needed under the DIC policies became excess coverage and as such the premiums were reduced. In addition, Alliant was able to combine the DIC Real and Personal Property policies and change the DIC policy period to be in sync with the

Current Insurance Coverage File No.2016J-021 January 14, 2016 Page 3 of 3

PEPIP policy. Overall these changes are expected to save the agencies approximately $150,000 per year while still maintaining the same level of coverage. In FY16 the net premium reduction between the PEPIP and DIC policies is even more significant, at over $330,000, given the shorter renewal period. The earthquake and flood coverage would have historically been renewed for October 2015 to September 2016. In FY16, the coverage will end in June 2016 so the FY17 renewal will sync with the PEPIP policy’s July 2016 start date. The overall decline in premiums paid was partially offset by the inclusion of additional Cyber insurance and Workers Compensation coverage in FY16 related to the absorption of the Customer Service Center employees effective July 2015. For further details please refer to Attachment A. Terrorism Coverage TCA maintains $100,000,000 of primary and $300,000,000 of excess property and business interruption terrorism coverage (per occurrence; $800,000,000 annual program aggregate limit) in the PEPIP policy. In general, additional terrorism insurance offered by the government through the Terrorism Risk Insurance Act (TRIA) duplicates the agencies’ existing coverage and as such is waived by the agencies. BUDGET: Policies renew on different dates throughout the year, and estimates of the FY16 premiums, based on actual policies and anticipated volatility in the insurance market, are included in the FY16 budgets. Both agencies are under the budgeted amounts for insurance. CONCLUSION: The F/ETCA and the SJHTCA bind numerous insurance policies annually. This report provides a summary of the current coverage and related costs.

Attachment A - 2015-16 Insurance Summary

FY15 FY16 $ %

1

Public Entity Property Insurance Program (PEPIP) (Joint Purchase Program): All risk coverage for real and personal property and 6 months of business interruption for both agencies

Various Carriers 7/1/15 - 7/1/16

FE Real Property $53,021,755

Personal Property- $11,690,835Fiber optic cables - $67,523,305

Business Interruption - $71,687,037Total - $203,922,932

SJH

Real Property - $17,632,100 Personal Property - $2,857,859

Fiber optic cables - $30,205,052 Business Interruption - $73,092,280

Total - $123,787,291

$1 billion per occurrence loss limit (applies to all PEPIP members

combined), excluding vehicle; $100,000 all risk deductible.

$100 million primary and $300 million excess for Terrorism (per occurrence; $800 million annual limit for all PEPIP members combined); $100,000 primary deductible, $500,000 excess deductible

$2M excess Cyber Liability policy.

$10M primary coverage for earthquake and flood.

$ 197,457 $ 417,901 $ 220,444 111.6%Premium has increased primarily due to addition of the $10M primary

coverage for earthquake and flood that has been moved from DIC to PEPIP, thereby providing overall cost savings to the Agencies.

2Boiler and Machinery (Joint Purchase Program): Comprehensive coverage for production machinery for both agencies.


$100 million limit. Deductibles vary based on size of equipment, subject to a minimum of $5,000, 24-hour business

interruption

See above

3

Special Liability Insurance Program (SLIP): Liability coverage for bodily injury and property damage, errors and omissions, auto/non-owned auto and employment practices for F/ETCA

Associated Industries Insurance Company 9/29/15 - 9/29/16 N/A

$10 million general liability limit (including E&O), $1 million uninsured

motorist coverage and $2 million employment practices liability limit per occurrence and annual aggregate where

applicable. $25,000 Self Insured Retention (SIR) with exception of

employment practices liability coverage which carries a $10,000 deductible

$ 173,260 $ 166,330 $ (6,930) -4.0% Decrease in premium versus previous year due to improved market rates.

4

Special Liability Insurance Program (SLIP): Liability coverage for bodily injury and property damage, errors and omissions, auto/non-owned auto and employment practices for SJHTCA

Associated Industries Insurance Company 9/29/15 - 9/29/16 N/A

$10 million general liability limit (including E&O), $1 million uninsured

motorist coverage and $2 million employment practices liability limit per occurrence and annual aggregate where

applicable. $25,000 Self Insured Retention (SIR) with exception of

employment practices liability coverage which carries a $10,000 deductible

$ 141,909 $ 136,232 $ (5,677) -4.0% Decrease in premium versus previous year due to improved market rates.

5 Crime Program: Crime coverage for F/ETCA

National Union Fire Insurance Company 7/1/15 - 7/1/16 N/A Limit - $10,000,000 Deductible - $2,500 2,354$ $ 5,120 $ 2,766 117.5%

The change in premium is due to the limit increase from $5 Million to $10 Million for the temporary staffing increase of customer service project

employees until a customer service provider is selected.

6 Crime Program: Crime coverage for SJHTCA

National Union Fire Insurance Company 7/1/15 - 7/1/16 N/A Limit - $10,000,000 Deductible - $2,500 2,354$ $ 5,120 $ 2,766 117.5%

The change in premium is due to the limit increase from $5 Million to $10 Million for the temporary staffing increase of customer service project

employees until a customer service provider is selected.

7

Public Entity Physical Damage Program: All risk coverage (including earthquake and flood) for auto physical damage for both agencies

AGCS Marine Insurance Services, Inc. 7/1/15 - 7/1/16 Vehicles - $317,002 $317,002 limit of liability. $1,000 vehicle

damage deductible. $ 2,484 $ 2,271 $ (213) -8.6% Decrease in premium versus the prior year due to lower insurable values.

8Accidental Death & Dismemberment (AD&D): For both agencies (while traveling on business)

Hartford Life and Accident Insurance

Company7/21/15 - 7/21/16 N/A $750K limit per loss. $5 million

aggregate limit. No deductible. $ 1,581 $ 1,518 $ (63) -4.0% Minor change in premium

Change in Premium

Included in PEPIP Premium Above

Explanation - FY15 vs. FY16 premium changeName of Policy and Type of Coverage Insurance Company Current Policy Term Total Insurable Values (TIV) Limits & Deductibles PREMIUMS PAID

*

Attachment A - 2015-16 Insurance Summary

FY15 FY16 $ %Change in Premium

Explanation - FY15 vs. FY16 premium changeName of Policy and Type of Coverage Insurance Company Current Policy Term Total Insurable Values (TIV) Limits & Deductibles PREMIUMS PAID

9

Difference in Conditions (DIC): Earthquake and flood coverage for 125 Pacifica, Irvine, CA. Real and personal property owned by F/ETCA

Everest Indemnity Insurance Co &

Princeton Excess & Surplus Insurance Co.

7/3/15 - 7/3/16 $16,040,250

$16,040,250 limit per occurrence/annual aggregate with respect to earthquake and

flood; Earthquake deductible - 2% of values at risk at the time of loss per unit, per location including time element and extra expense, subject to minimum of

$50,000 per occurrence for earthquake; flood deductible - $50,000 per

occurrence; all other perils - $25,000 per occurrence

$ 29,305 $ 26,302 $ (3,003) -10.2%The premium decreased due to the property market experiencing lower

rates. Given rates have dropped, moved from 5% deductible to 2% deductible at a minimal cost.

10

Difference in Conditions (DIC): Earthquake and flood coverage for toll operations real property (including toll booths, utility, satellite and operations buildings), business personal property, fiber optic cables and 6 months business interruption for both agencies


FE Real Property - $39,248,400

Personal Property - $9,423,941Fiber optic cables - $67,523,305

Business Interruption - $75,475,716 Total - $191,671,362

SJH

Real Property - $17,632,100Personal Property - $2,857,859 Fiber optic cable - $30,205,052

Business Interruption - $74,382,183 Total - $125,077,194

$115 Million in Excess coverage 5% of total insured values per unit of insurance

for earthquake deductible, subject to $50,000 minimum per occurrence and

flood deductible of $50,000 minimum per occurrence.

$ 802,552 $ 269,311 $ (533,241) -66.4%

The primary coverage for earthquake and flood has been moved to PEPIP. The additional coverage under this DIC policy is now considered Excess

coverage and therefore premiums were reduced. The reduction in premiums is even more significant in FY16, given the shorter renewal

period. The earthquake and flood coverage would have historically been renewed for October 2015 to October 2016. In FY16 the coverage will end in June 2016 and then will then renew in sync with the PEPIP policy's July 2016 start date. In addition, the DIC Real and Personal Property policies

have been combined into one policy.

11

Difference in Conditions (DIC): Earthquake and flood coverage for toll operations business personal property for both agencies

N/A N/A N/A N/A $ 23,300 $ - $ (23,300) -100.0% This policy has been combined with the DIC policy above, for both Real and Personal Property. Please see above.

12 Workers Compensation: For both agencies Travelers 1/1/16 - 1/1/17 N/A $1 million limit per occurrence. $ 126,244 $ 137,128 $ 10,884 8.6%

Premium for calendar year 2016 has increased based on a full year of customer service center employees. Annually an audit is completed of the

workers compensation policy and premiums paid will be rebated to the Agencies if the customers service center employees are not TCA Employees

for the full year.

13 Cyber Insurance: For both agencies Ascent Underwriting(Lloyd's of London) 7/1/15 - 7/1/16 $5 Million primary coverage

$50,000 retention $ - $ 75,076 $ 75,076 Additional Cyber Insurance was purchased for $5M primary coverage. $2M PEPIP coverage will become excess coverage.

14 Insurance Broker Fees: For both agencies Alliant 3/1/15 - 3/1/16 N/A Second year of 3-year contract with 3 one-year options. $ 140,000 $ 142,500 $ 2,500 1.8%

Broker fees are fixed per contract as per the 2014 contract award. As Alliant receives a broker fee, TCA receives a commission rebate from Alliant

equal to the commission earned on each insurance policy renewal. This commission rebate is shown as a reduction of each related insurance policy

premium in this schedule.

* Premium increased by $303 compared to previous year's board report due to supplemental bill for an additional vehicle purchased after the policy renewed.** Premium increased $12,674 compared to previous year's board report due to the addition of customer service project employees from 7/1/15 to 12/31/15.

**

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

COMMITTEE TRANSMITTAL DATE: January 14, 2016 TO: Members of Board of Directors FROM: Amy Potter, Chief Financial Officer SUBJECT: Accounting and Auditing Services Joint Finance & Investment Committee / November 18, 2015 Present: Lisa Bartlett (Vice-Chair), Tony Beall, Melody Carruth, Ross Chun (Chair),

Bert Hack, Lucille Kring, Scott Shoeffel Absent: Scott Peotter, Craig Young Committee Discussion The Audit services contract was competitively procured and awarded to KPMG in 2013. The initial term of the contract was for three years and provided for an additional three-year term at the discretion of the agencies. Staff Recommendation Staff presented proposed fees for the contract option period and recommended consideration of an extension of the current contract with KPMG for three additional years. The committee recommended presenting the item to the Boards for approval at the January meeting.


DATE: January 14, 2016 TO: Foothill/Eastern Transportation Corridor Agency Board of Directors San Joaquin Hills Transportation Corridor Agency Board of Directors FROM: Dave Sherwood, Controller SUBJECT: Accounting and Auditing Services RECOMMENDATION: Foothill/Eastern Transportation Corridor Agency Recommendation:

1. Authorize the chief executive officer (CEO) to execute an amendment to Contract No. K000832 with the accounting firm of KPMG LLP (KPMG) to provide for annual auditing services for the Foothill/Eastern Transportation Corridor Agency (F/ETCA) for financial statements related to the fiscal years ending June 30, 2016, 2017 and 2018 with a contract value of $171,000.

2. Authorize the CEO to make additional changes deemed necessary and execute future contract amendments within 5% percent ($8,550) of the contract value without further Board action.

3. Authorize the CEO to execute an additional amendment to the contract without further Board action for up to $27,000 for audits under OMB Circular A-133, if required.

San Joaquin Hills Transportation Corridor Agency Recommendation:

1. Authorize the chief executive officer (CEO) to execute an amendment to Contract No. K000832 with the accounting firm of KPMG LLP (KPMG) to provide for annual auditing services for the San Joaquin Hills Transportation Corridor Agency (SJHTCA) for financial statements related to the fiscal years ending June 30, 2016, 2017 and 2018 with a contract value of $171,000.

2. Authorize the CEO to make additional changes deemed necessary and execute future contract amendments within 5% percent ($8,550) of the contract value without further Board action.

3. Authorize the CEO to execute an additional amendment to the contract without further Board action for up to $27,000 for audits under OMB Circular A-133, if required.

January 14, 2016 File No. 2016J-007 Page 2 of 3

BACKGROUND: The agencies are required under the Indentures of Trust to have annual audits of their financial statements performed by an independent firm of certified public accountants of recognized ability and standing. The primary objectives of the financial and compliance audits are: (1) to express an opinion as to whether the financial statements are presented fairly, in all material respects, in conformity with U.S. generally accepted accounting principles (2) review of debt compliance as required by the Indentures of Trust, and, if required (3) audit of compliance with OMB Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations. DISCUSSION: KPMG was appointed as the agencies’ auditors after the completion of a competitive procurement process in 2013. After selecting KPMG, TCA staff negotiated with KPMG, resulting in audit fees for the initial three-year term which were within 5% of the second choice firm. The contract provided for an initial three-year term, with the option for the agencies to extend the contract for an additional three-year term, covering audits of financial statements for the years ending in FY 2016 through 2018. The work for each year audited will be performed during the fiscal year following each audit year and the cost will be included in the budget for the year the work is performed, as follows: KPMG has proposed fees for the additional three-year term as follows: San Joaquin Hills TCA Foothill/Eastern TCA FY 2017 $ 54,500 $ 54,500 FY 2018 57,000 57,000 FY 2019 59,500 59,500 $171,000 $171,000 In addition to the proposed fees, staff recommends authorization of a 5% contingency to allow for unanticipated events that would require additional audit testing. Staff is also recommending authorization to execute amendments in amounts not to exceed $27,000 per agency for audits under OMB Circular 133, if required. These audits would be required if the agencies receive certain grants of Federal funds. In compliance with their internal policies, KPMG rotated their lead engagement partner for the agencies’ audits for the year ended June 30, 2014. FUNDING Funding will be included in the agencies’ annual budgets.

January 14, 2016 File No. 2016J-007 Page 3 of 3 CONCLUSION: Agency staff recommends authorization to execute a contract amendment with KPMG to allow for them to continue providing financial statement audits.

PROCUREMENT SUMMARY REPORT

File No. 2016J-007

Contract #: K000832

Amendment #: A1

Title: Accounting and Auditing Services

Consultant: KPMG LLP

Irvine, CA

Procurement Process

Type: Negotiated Amendment

Award Criteria: Contract Option (Additional Three-Year Term)

Price: Not-to-Exceed $342,000 (Amendment No. 1)

Not-to-Exceed $54,000 (if required)

Notes: Amendment No. 1 authorizes Consultant to provide continued accounting and auditing services

for financial statements related to FY16, FY17 and FY18. The agencies are required under the

Indentures of Trust to have annual audits of their financial statements performed by an

independent firm of certified public accountants of recognized ability and standing. Consultant

has proposed fees for the additional three-year term that will be performed in the following fiscal

years:

San Joaquin Hills TCA Foothill/Eastern TCA

FY 2017 $ 54,500 $ 54,500

FY 2018 57,000 57,000

FY 2019 59,500 59,500

$171,000 $171,000

This authorization also provides for additional amendments for audits under OMB Circular 133,

if required. These additional audits would be required if the agencies receive certain grants of

Federal funds. Additional amendments would not exceed $27,000 per Agency.

Contract No. K000832 Compensation:

F/ETCA SJHTCA TOTAL DESCRIPTION

Original NTE Amount $148,500 $148,500 $297,000

Proposed Amendment No. 1 $171,000 $171,000 $342,000 Accounting & Auditing Services

Revised NTE Amount $319,500 $319,500 $639,000


DATE: January 14, 2016 TO: San Joaquin Hills Transportation Corridor Agency Board of Directors

Foothill/Eastern Transportation Corridor Agency Board of Directors FROM: Samuel Johnson., Chief Toll Operations Officer SUBJECT: Fiscal Year 2016 Budget Amendment for Tolling Consultant Services San Joaquin Hills Transportation Corridor Agency Recommendation: Approve Resolution No. S2016-01 entitled “A Resolution of the Board of Directors of the San Joaquin Hills Transportation Corridor Agency amending the budget for Fiscal Year 2016” in the amount of $87,195 for Tolling Consultant services. Foothill/Eastern Transportation Corridor Agency Recommendation: Approve Resolution No. F2016-01 entitled “A Resolution of the Board of Directors of the Foothill/Eastern Transportation Corridor Agency amending the budget for Fiscal Year 2016” in the amount of $175,107 for Tolling Consulting services. BACKGROUND: The San Joaquin Hills Transportation Corridor Agency and the Foothill/Eastern Transportation Corridor Agency (TCA) are engaged in conducting major procurements for customer service center operations and a new back-office system, both of which will be utilized for approximately 10 years. The nature and importance of these procurements require consultant expertise to ensure expected outcomes are attained and to leverage experience and industry knowledge from similar procurements. DISCUSSION: Staff is working diligently to finalize the procurement package to issue a Request for Proposals (RFP) to select a long-term partner to perform daily customer service center operations. The procurement process and selection of a partner includes technical aspects but is also very strategic in nature and requires broad consideration of the industry and peer experiences. To facilitate this effort, staff would enlist support of a highly qualified tolling operations consultants with broad knowledge and experience of similar procurement. The consultant would assist and

Fiscal Year 2016 Budget Amendment for Tolling Consultant Services 2016J-024 January 14, 2016 Page 2 of 2 advise TCA on key aspects and activities leading up to Board award and subsequent contract execution. The tasks in the scope of work would include the following:

• Final review and preparation of procurement package including Compensation Plan, Performance Requirements, Balanced Scorecard and Contract terms

• Pre-proposal Meeting preparation and support • Proposal technical review and evaluation committee support • Interview and final evaluation support of “Best and Final Offers” (BAFO) • Finalization of conformed specifications and contractual agreement for Board award

recommendation The budget amendments to the Fiscal Year 2016 budgets are requested to provide funding for these consulting services. BUDGET: The recommended action would provide $262,302 of funding through the remainder of Fiscal Year 2016, inclusive of contingency funds. CONCLUSION: The agencies utilize consultant services to augment staff and provide specialized services for projects and programs. Operations staff is preparing to issue a Request for Proposals (RFP) to solicit qualified firms to perform customer service center operations. In support of this effort, staff has identified the need to utilize consultant expertise in planning strategic aspects of the procurement, finalizing packaging of various procurement documents and providing support through the evaluation process and contract execution. The recommended board action would provide Fiscal Year 2016 funding for the consultant support. Attachments

RESOLUTION NO. S2016-01

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY

AMENDING THE BUDGET FOR FISCAL YEAR 2016

On motion of Board Member_______________________, the following Resolution was adopted. WHEREAS, Section VI, paragraph 6.1 of the Second Amended and Restated Joint Exercise of Powers Agreement creating the San Joaquin Hills Transportation Corridor Agency (the “JPA”), requires the adoption upon the approval of not less than two-thirds (2/3) of the Board Members, an annual budget for the ensuing fiscal year, pursuant to procedures developed by the Board; and WHEREAS, Section VI, paragraph 6.3 of the JPA requires all funds to be placed in object accounts and the receipt, transfer or disbursement of such funds during the term of the JPA shall be accounted for in accordance with generally accepted accounting principles 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 11, 2015, the Board of the San Joaquin Hills Transportation Corridor Agency adopted Resolution No. S2015-02, approving the annual budget for FY 2016;

NOW, THEREFORE the Board of the San Joaquin Hills Transportation Corridor Agency does resolve, declare, determine and order as follows:

1. Amends the previously approved annual expense budget for FY 2016 in the

amount of $124,317,771, increasing it by $87,195 for Tolling Consultant Services, to $124,404,966.

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 $ 6,722,303 • Planning, Environmental and Construction $ 2,167,444 • Toll Operations $ 8,640,194 • Debt Service $106,875,025

and subject to controls in place under the 1997 and 2014 Indentures of Trust, the Board approved Contracts and Procurement Manual, Investment Policy, Staffing and Compensation Plan, and finally the Agency’s enabling legislation.

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

FY 2016 to the trustee. The effect of this resolution is only to amend the budgeted amounts and not to supersede the previous resolution for FY 2016 in any other respect. This Resolution No. S2016-01, shall become effective immediately upon adoption. Adopted this 14th day of January, 2016, by the Board of Directors of the San Joaquin Hills Transportation Corridor Agency. Ross Chun, Chairman San Joaquin Hills Transportation Corridor Agency

RESOLUTION NO. S2016-01

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY

AMENDING THE BUDGET FOR FISCAL YEAR 2016 ATTEST: I, _______________, Clerk of the Board of the San Joaquin Hills Transportation Corridor Agency hereby certify that the foregoing Resolution No. S2016-01 was duly adopted on January 14, 2016 by the Board of Directors of the San Joaquin Hills Transportation Corridor Agency by the following vote: Yes: No: Absent: Abstain:

Kristal Laboy, Acting Clerk of the Board San Joaquin Hills Transportation Corridor Agency

Sherri McKaig Assistant Secretary to the Board San Joaquin Hills Transportation Corridor Agency

COMMITTEE TRANSMITTAL January 14, 2016 TO: Members of the San Joaquin Hills Board of Directors Members of the Foothill/Eastern Board of Directors FROM: David Lowe, Acting Chief Engineer SUBJECT: Selection of Consultant for Design/Program Management and Specialty Services Joint Capital Programs & Projects Committee Meeting – November 19, 2015

Present: Chuck Puckett (Chair), Laurie Davis (Vice-Chair), Lisa Bartlett, Ross

Chun, Mark Murphy, Christina Shea, Todd Spitzer, Craig Young, Scott Voigts

Absent: Melody Carruth Committee Discussion – Design/Program Management Services Staff provided an overview of the procurement process for the recommended selection of a Design/Program Management consultant for FY2017 and for supplemental work for FY2016. The Committee has forwarded this item to the Board of Directors for approval with Director Bartlett and Director Spitzer abstaining.


DATE: January 14, 2016 TO: San Joaquin Hills Transportation Corridor Agency Board of Directors

Foothill/Eastern Transportation Corridor Agency Board of Directors FROM: Juliet Su, Corridor Manager - Design SUBJECT: Selection of Consultant for Design/Program Management and Specialty Services San Joaquin Hills Transportation Corridor Agency Recommendation:

1. Authorize the Chief Executive Officer (CEO) to enter into a five-year contract with Corridor Management Group with the option for three, one-year extensions including authorization in the amount of $114,268 for Right of Way, Tolling and Construction Management Consultant Services in Fiscal Year (FY) 2016, and FY 2017 authorization in the amount of $846,192 for Design, Program Management, Tolling and Specialty Consultant Services.


Foothill/Eastern Transportation Corridor Agency Recommendation:

1. Authorize the CEO to enter into a five-year contract with Corridor Management Group with the option for three, one-year extensions including authorization in the amount of $334,504 for Right of Way, Tolling and Construction Management Consultant Services in FY 2016, and FY 2017 authorization in the amount of $4,678,159 for Design, Program Management, Tolling and Specialty Consultant Services.


Selection of Consultant for Design/Program Management and Specialty Services File No. 2016J-012 January 14, 2016 Page 2 of 6

BACKGROUND: The Foothill/Eastern Transportation Corridor Agency and the San Joaquin Hills Transportation Corridor Agencies (TCA) operate 51 miles of toll roads in Orange County, California that include the Foothill Transportation Corridor (SR 241), the Eastern Transportation Corridor (SR 261, and parts of SR 133 and SR 241) and the San Joaquin Hills Transportation Corridor (SR 73). The completion of The Toll Roads system includes the long-range planning of the SR 241 completion, and various roadway expansions, interchanges and operational improvement projects as required to keep pace with increasing traffic demands and changing conditions, land uses and demographics. These improvements to The Toll Roads make up the agencies’ Capital Improvement Plan (CIP). TCA’s implementation of these projects includes development and oversight of engineering, right-of-way acquisition, and construction, along with toll system and operational activities. TCA employs a small in-house engineering staff with the philosophy that work is contracted out in order to maintain flexibility in project staffing. The design and program management consultant will assist the agencies by providing staff augmentation and technical expertise in planning, designing, managing, and delivering the CIP projects, as well as provide staff assistance in tolling systems and operations support. DISCUSSION: The agencies have contracted out design and program design management support services since 1988. The consultant provides cost-effective staff augmentation for the agencies across a variety of technical and administrative specialties. The role of the design and program management consultant encompasses the continuation of several ongoing activities including administration of selected CIP contracts, maintaining and tracking project files through document control procedures, providing technical support on project design and assisting the agencies with the required interface/coordination with various stakeholders, partnering agencies and landowners. Each year during the budgeting process, the CIP is approved by the Boards of each agency and budgets are established for the upcoming tasks for the next fiscal year. The budgets include the necessary funding for the consulting support services. In previous years, the consulting support services have included technical, management, and administrative assistance in the following general categories:

Program Management including program planning and development of policies & procedures.

Project Management for planning and design of corridor-wide and individual projects. Technical Oversight and Design Support including technical review of outside design

consultant work, and right-of-way engineering and acquisition support. Document Control including clerical support for maintenance of project documents, permits,

etc.


Administrative Support including preparation of reports and correspondence, agendas, meeting minutes and presentations.

The current contract has been expanded to also include:

Tolling Roadway, Systems and Operations Support to assist staff with strategic planning, requirements development and advisory support for ongoing improvements.

Construction Management to assist agencies’ engineering staff in field coordination, inspection and conformance testing of agency projects and other projects on The Toll Roads.

Contract Management Support including development of procurement documents, cooperative agreements and contract compliance efforts.

Project Controls Support including scheduling, budgeting, quality assurance and quality control and project reporting.

Related to the Tolling Roadway, Systems and Operations Support, consultant will assist agencies’ staff with finalizing the procurement package request for proposals (RFP) for the long-term customer service center operations. The procurement process and selection of the customer service center operations partner includes technical aspects, but is also very strategic in nature and requires broad consideration of the industry and peer experiences. To facilitate this effort, staff would enlist consultant support through the recommended contract award. The recommended consultant has personnel vastly experienced in procurements of this nature and would assist and advise TCA on key aspects and activities leading up to Board award and contract execution. The tasks in the scope for this work include the following:

Final review and preparation of procurement package including Compensation Plan, Performance Requirements, Balanced Scorecard and Contract terms.

Preproposal Meeting preparation and support Proposal technical review and evaluation committee support Interview and final evaluation support of “Best and Final Offers” Finalization of conformed specifications and contractual agreement for Board award

recommendation Staff and the consultant have agreed that the schedule to complete the customer service center operations procurement would take approximately 7-1/2 months and approximately 1,100 staff hours with some activities occurring in FY 2017. Procurement A competitive procurement process was initiated in order to essure that the agencies are receiving the best available consultant services.


A request for proposals was issued using the agencies’ PlanetBids electronic procurement system on September 18, 2015. A total of 771 vendors were notified of this procurement and 76 expressed interest. Three proposals were received from the following consultant teams:

Corridor Management Group (a joint venture of WSP|Parsons Brinckerhoff, Inc., and HNTB Corporation, supported by Atkins) (Orange, CA)

Parsons Transportation Group (Irvine, CA) Moffatt & Nichol (Long Beach, CA)

The three proposals were evaluated by a committee consisting of agencies’ staff from engineering, environmental, and toll operations, and a representative from Caltrans. The evaluation criteria included:

Professional capability, demonstrated competence, and specialized experience of the proposer;

Reliability, continuity and professional integrity of the proposer; Nature and quality of services provided to other clients; Staffing capability, workload and ability to meet schedules; Education and experience of key personnel; Company management structure and commitment to the Project; Understanding of the Project needs and requirements; and Ability and method for managing staff and workload.

All three consultant teams were shortlisted for interviews and scored by the same committee. The evaluation scores from the interviews and the resulting rankings are shown in the table below.

Interview Results

Consultant Team Rank Score

(max score = 500)

Corridor Management Group 1 445

Parsons Transportation Group 2 438

Moffatt & Nichol 3 411

Based on the evaluation scores, the Corridor Management Group (CMG) is recommended by staff as the most qualified firm that meets the entire breadth of the needed design and program management services. The team offers key and supporting staff with extensive experience applicable to the needs of the agencies and experience working with the agencies, Caltrans and other relevant stakeholders. In addition, the Corridor Management Group offers:

Experience in toll road projects and procurements in CA and across the United States Thorough understanding of the Caltrans project delivery procedures Deep bench of technical experts and production personnel


Good base of local project experience Superior toll operations and system integration experience Established technical expertise on The Toll Roads network

WSP|Parsons Brinckerhoff, Inc., is an international firm with a local office in Orange, CA, offering full-service engineering staff of over 350 in southern California. Their experience includes close working relationships with Caltrans District 12 and other local agencies, program and construction management, design and engineering, transportation planning, traffic circulation, alternative delivery and value engineering. In addition, WSP|Parsons Brinckerhoff is one of the top tolling firms in the country and is at the forefront of toll facility planning, design, and program management/construction management. They bring 32,000 staff across 500 offices internationally. HNTB Corporation is a national firm with a local office in Santa Ana, CA offering 150 local staff in southern California, and 3,500 staff nationwide. Their experience includes transportation planning, highway and bridge engineering, transportation studies, traffic circulation, design visualization, program and construction management, and value engineering. HNTB is also one of the top tolling firms in the country for designing, implementing and delivery toll projects including the first all-electronic toll facility (SR-91 Express Lanes) and the first dynamic variable pricing managed lanes (I-15 Managed Lanes located in San Diego). The WSP|Parsons Brinckerhoff/HNTB joint venture is supported by Atkins Global, an international firm with a local office in Orange, CA. The local Atkins staff brings effective collaboration and continuity to TCA’s programs and services through their program and design management experience supporting TCA’s CIP projects. The proposed contract would have a five-year term limit with the option for three, one-year extensions. The CMG contract is proposed to commence in January 2016 and will include tasks for Management Administration for Right of Way, Tolling and Construction Management Consultant Services for FY 2016. The FY 2017 tasks include the full scope of work for the Design, Program Management, Tolling and Specialty Consultant Services. The existing contract for design and program management currently has Board authorization through June 30, 2016 and will continue through the remainder of FY 2016. BUDGET: Contract authorization in the amount of $334,504 (F/E) and $114,268 (SJH) for FY 2016 is requested and covers the tasks listed in the following table. Funding is included in the Fiscal Year 2016 budget for Right of Way and Construction Management (No. 1 & 3 in the following table), and contingent upon Board approval of the Fiscal Year 2016 budget amendment for Tolling (No. 2 in the following table) presented in Board Item, File No. 2016J-024, “Fiscal Year 2016 Budget Amendment for Tolling Consultant Services.”


Fiscal Year 2016 Contract Authorization Request

No. Description F/E SJH

Task Subtotal

1 Right of Way Engineering and Acquisition Support

$50,000 $35,000 $85,000

2 Tolling Roadway, Systems and Operations Support

$159,188 $79,268 $238,456

3 Construction Management $125,316 $0 $125,316

FY 2016 Contract Authorization Request Total $334,504 $114,268 $448,772

10% Contingency Request Total $33,450 $11,427 $44,877

Contract authorization in the amount of $4,678,159 (F/E) and $846,192 (SJH) for FY 2017 is requested and covers the tasks listed in the following table. Funding for FY 2017 will be included in the Fiscal Year 2017 budget.

Fiscal Year 2017 Contract Authorization Request

No. Description F/E SJH

Task Subtotal

1 Management Administration $900,680 $351,980 $1,252,660

2 Tolling Roadway, Systems and Operations Support

$213,084 $105,961 $319,045

3

Project Management, Technical Oversight and Design, Construction Management, Contract Management, Project Controls and Administration, and Specialty Services in support of CIP projects including: Oso Bridge Project SR 241 Long Range Planning 241/91 Express Lanes Connector Signing Modifications Toll Booth Removal Bonita Channel Bicycle Trail

$3,564,395 $388,251 $3,952,646

FY 2017 Contract Authorization Request Total $4,678,159 $846,192 $5,524,351

5% Contingency Request Total $233,908 $42,310 $276,218

CONCLUSION: The agencies’ outsource design and program management consultant services including the development and oversight of engineering, right-of-way acquisition, and construction, along with toll systems and operational activities. The design and program management consultant shall provide staff augmentation and technical expertise to assist in planning, designing, managing, and delivering these activities. A request for proposals was issued and, as a result of the procurement process, staff recommends contracting with the Corridor Management Group (a joint venture of WSP|Parsons Brinckerhoff, Inc., and HNTB Corporation, supported by Atkins Global) as the consultant team to provide Design, Program Management, Tolling and Specialty Consulting Services to the agencies.

PROCUREMENT SUMMARY REPORT

File No. 2016J-012

Contract #: K001065

Title: Design/Program Management and Specialty Services

Recommend Award To: Corridor Management Group

Orange, CA

Procurement Process

Type: Request for Proposal

Award Criteria: Qualifications-based Selection

Negotiated Price: $5,973,123

Vendor Sourcing: The agencies’ Contracts Department posted RFP K001065 on the agencies’

PlanetBids e-procurement system (“PB”). A total of 771 firms were notified of this procurement

via PB. Of the 771 firms notified, 76 firms expressed interest in the procurement, and three

firms submitted proposals.

Award Results1:

CONSULTANT NAME RANK SCORE

(max = 500)

Corridor Management Group (joint

venture – WSP | Parsons Brinckerhoff

and HNTB) Orange, CA

1 445

Parsons Transportation Group Irvine, CA

2 438

Moffat & Nichol Long Beach, CA

3 411

1Award based on highest ranked interview score

A detailed breakdown of evaluation criteria and scoring for all proposers is provided on the

following pages.

Contract Notes:

Task-based contract containing terms allowing the use of federal funds, if required.

The contract contains indemnification language previously approved by legal counsel.

Proposal Results:


(max = 500) PRICE




1 439 $5,973,123


2 412 N/A2


3 411 N/A2

2Due to the use of the qualifications-based selection process, this firm’s cost proposal remained sealed.

EVALUATION

CRITERIA

MAXIMUM

POINTS

Corridor

Management

Group

Parsons

Transportation

Group

Moffat &

Nichol

Qualifications Related

Experience and

References, including: Professional capability,

demonstrated competence,

and specialized experience

of the proposer; Reliability,

continuity and professional

integrity of the proposer;

Nature and quality of

services provided to other

clients

200 184 172 178

Staffing and Project

Organization including:

Staffing capability,

workload and ability to meet

schedules; Education and

experience of key personnel;

Company management

structure and commitment to

the Project

200 170 158 156

Work Plan including:

Understanding of the Project

needs and requirements;

Ability and method for

managing staff and

workload

100 85 82 77

Interview Results3:


(max = 500)




1 445


2 438


3 411

3Award based on highest ranked interview score

EVALUATION

CRITERIA

MAXIMUM

POINTS

Corridor

Management

Group

Parsons

Transportation

Group

Moffat &

Nichol

Qualifications Related

Experience and

References, including: Professional capability,

demonstrated competence,

and specialized experience

of the proposer; Reliability,

continuity and professional

integrity of the proposer;

Nature and quality of

services provided to other

clients

200 175 169 161

Staffing and Project

Organization including:

Staffing capability,

workload and ability to meet

schedules; Education and

experience of key personnel;

Company management

structure and commitment to

the Project

200 179 180 171

Work Plan including:

Understanding of the Project

needs and requirements;

Ability and method for

managing staff and

workload

100 91 89 79

SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY … · 2019-03-12 · SAN JOAQUIN HILLS...

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