JOINT MEETING OF THE BOARDS OF DIRECTORS

Transcription

1 SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY JOINT MEETING OF THE BOARDS OF DIRECTORS Ross Chun, Chair of the Board of Directors of the San Joaquin Hills Transportation Corridor Agency and Craig Young, Chair of the Board of Directors of the Foothill/Eastern Transportation Corridor Agency, hereby call the following joint meeting of the Boards to be conducted at the following time and location: INVOCATION (Director Puckett) PLEDGE OF ALLEGIANCE (Director Peotter) November 10, :00 a.m. TCA Offices 125 Pacifica, Board Room Irvine, California AGENDA I. CALL TO ORDER ROLL CALL SAN JOAQUIN HILLS BOARD OF DIRECTORS Chair Ross Chun City of Aliso Viejo Vice-Chair Melody Carruth City of Laguna Hills Director Lisa Bartlett County of Orange, 5 th District Director Kerry Ferguson City of San Juan Capistrano Director Bert Hack City of Laguna Woods Director Fred Minagar 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, 3 rd District Director Kathy Ward City of San Clemente Director Ryan Chamberlain Caltrans, Ex-Officio Member

2 Joint Board of Directors Agenda November 10, 2016 Page 2 ROLL CALL FOOTHILL/EASTERN BOARD OF DIRECTORS Chair Craig Young City of Yorba Linda Vice-Chair Lisa Bartlett County of Orange, 5 th District Director Tony Beall City of Rancho Santa Margarita Director Kerry Ferguson City of San Juan Capistrano Director Lucille Kring City of Anaheim Director Michele Martinez City of Santa Ana Director Joseph L. Muller City of Dana Point Director Mark Murphy City of Orange Director Shawn Nelson County of Orange, 4 th District Director Charles Puckett City of Tustin Director Ed Sachs City of Mission Viejo Director Christina Shea City of Irvine Director Todd Spitzer County of Orange, 3 rd District Director Scott Voigts City of Lake Forest Director Kathy Ward City of San Clemente Director Ryan Chamberlain Caltrans, Ex-Officio Member II. PUBLIC COMMENTS At this time, members of the public may address the Boards regarding any items within the subject matter jurisdiction of the Boards, but no action may be taken on off-agenda items unless authorized by law. Comments shall be limited to three (3) minutes per person and twenty (20) minutes for all comments. III. SAN JOAQUIN HILLS - CONSENT CALENDAR (ITEMS 1-5) All matters listed under the Consent Calendar are considered routine and will be enacted by one vote. There will be no discussion of these items unless Board Members request specific items be removed from the Consent Calendar for separate action. 1. APPROVAL OF MINUTES (Martha M. Ochoa, Clerk of the Board) FILE NO.: 2016J-013 Approval of the minutes of the October 13, 2016 Joint Meeting of the San Joaquin Hills Transportation Corridor Agency and the Foothill/Eastern Transportation Agency. ACTION: Approve minutes.

3 Joint Board of Directors Agenda November 10, 2016 Page 3 2. COMMITTEE REPORTS (Martha M. Ochoa, Clerk of the Board) FILE NO.: 2016J-001 ACTION: Receive and file. 3. QUARTERLY PROCUREMENT REPORT (Coleen Franco, Director, Contracts and Procurement) FILE NO.: 2016J-009 Per the procedures identified in the Contracts and Procurement Services Policies and Procedures Manual, adopted by the Boards of Directors in 2016, staff is providing a quarterly report of procurement activity for the 1st quarter of fiscal year The attachments to this report identify all requisitions and contract actions authorized between July 1 and September 30, ACTION: Receive and file. 4. INVESTMENT REPORTS AS OF SEPTEMBER 30, 2016 (Daryn Martin, Manager of Treasury Operations) FILE NO.: 2016S-003 Enclosed are the quarterly investment reports for the San Joaquin Hills Transportation Corridor Agency (SJHTCA) as of September 30, As of September 30, 2016, all indenture funds are invested in accordance with the permitted investment section of the respective indentures and all non-indenture funds are invested in compliance with both the California Government Code and SJHTCA Investment Policy. ACTION: Receive and file. 5. FIRST QUARTER FISCAL YEAR 2017 BUDGET STATUS REPORT (Maria Fazio, Manager, Budget and Planning) FILE NO.: 2016S-013 Through the end of the first quarter of FY17, the San Joaquin Hills Transportation Corridor Agency received a total of $47.4 million in revenue, or 25.6% of the annual budget. Net Toll Revenue, Fees, and Interest Earnings were above target at 26.5%, 25.1%, and 32.9%, respectively. Penalties and Development Impact Fees were under target at 22.5% and 13.3%, respectively. Total expenditures were at $26.4 million, or 18.9% of the annual budget through the end of the first quarter. Administration, Planning, Environmental and Construction, and Toll Operations were below the annual budget at 23.3%, 0.4%, and 21.1%, respectively. Debt was at an expected 20.0%. ACTION: Receive and file.

4 Joint Board of Directors Agenda November 10, 2016 Page 4 IV. FOOTHILL/EASTERN - CONSENT CALENDAR (ITEMS 1-3, 6-7) All matters listed under the Consent Calendar are considered routine and will be enacted by one vote of each Board for the applicable Agency items. There will be no discussion of these items unless Board Members request specific items be removed from the Consent Calendar for separate action. 1. APPROVAL OF MINUTES (Martha M. Ochoa, Clerk of the Board) FILE NO.: 2016J-013 Approval of the minutes of the October 13, 2016 Joint Meeting of the San Joaquin Hills Transportation Corridor Agency and the Foothill/Eastern Transportation Agency. ACTION: Approve minutes. 2. COMMITTEE REPORTS (Martha M. Ochoa, Clerk of the Board) FILE NO.: 2016J-001 ACTION: Receive and file. 3. QUARTERLY PROCUREMENT REPORT (Coleen Franco, Director, Contracts and Procurement) FILE NO.: 2016J-009 Per the procedures identified in the Contracts and Procurement Services Policies and Procedures Manual, adopted by the Boards of Directors in 2016, staff is providing a quarterly report of procurement activity for the 1st quarter of fiscal year The attachments to this report identify all requisitions and contract actions authorized between July 1 and September 30, ACTION: Receive and file. 6. INVESTMENT REPORTS AS OF SEPTEMBER 30, 2016 (Daryn Martin, Manager of Treasury Operations) FILE NO.: 2016F-003 Enclosed are the quarterly investment reports for the Foothill/Eastern Transportation Corridor Agency (F/ETCA) as of September 30, As of September 30, 2016, all indenture funds are invested in accordance with the permitted investment section of the respective indentures and all non-indenture funds are invested in compliance with both the California Government Code and F/ETCA Investment Policy. ACTION: Receive and file.

5 Joint Board of Directors Agenda November 10, 2016 Page 5 7. FIRST QUARTER FISCAL YEAR 2017 BUDGET STATUS REPORT (Maria Fazio, Manager, Budget and Planning) FILE NO.: 2016F-020 Through the end of the first quarter of FY17, the Foothill/Eastern Transportation Corridor Agency received a total of $49.3 million in revenue, or 25.6% of the annual budget. Net Toll Revenue, Fees, Interest Earnings, and Other Revenue were above target at 26.1%, 25.4%, 32.6%, and 25.8%, respectively. Penalties and Development Impact Fees are below target at 23.1% and 23.4%, respectively. Total expenditures were at $35.9 million, or 18.1% of the annual budget at the end of the first quarter of the fiscal year. Administration, Planning, Environmental and Construction, and Toll Operations were below the annual budget at 24.6%, 0.5%, and 21.1%, respectively. Debt was at an expected 25.0%. ACTION: Receive and file. V. BOARD BUSINESS (ITEMS 8-9) 8. JOINT SJHTCA & F/ETCA ITEM TELECOMMUNICATIONS CONTRACT (Jeff Bond, Director of Information Technology) FILE NO.: 2016J-056 The Agencies utilize voice and data services extensively to support toll system operations, customer service and general administrative functions. As the current contract is expiring, staff conducted a new procurement in an effort to maintain competitive pricing and add additional service capabilities. As a result of this effort, staff recommends awarding Level(3) Communications, LLC a three-year contract with an amount not-to-exceed $780,000 and one three-year extension option for telecommunications services. ACTION: San Joaquin Hills Transportation Corridor Agency Recommendation: Authorize the chief executive officer (CEO) to execute a three-year contract with Level(3) Communications, LLC for an amount not-to-exceed $354,900 plus one three-year extension option, for voice and data services. Foothill/Eastern Transportation Corridor Agency Recommendation: Authorize the chief executive officer (CEO) to execute a three-year contract with Level(3) Communications, LLC for an amount not-to-exceed $425,100 plus one three-year extension option, for voice and data services.

6 Joint Board of Directors Agenda November 10, 2016 Page 6 9. F/ETCA ONLY ITEM 241/91 EXPRESS CONNECTOR PROJECT APPROVAL/ENVIRONMENTAL DOCUMENT (PA/ED) CONTRACT AMENDMENT (Juliet Su, Corridor Manager-Design) FILE NO.: 2016F-035 The 241/91 Express Connector project continues in the preliminary approval and environmental document (PA/ED) phase. The original contract with Michael Baker International for the project was approved in January of Work needed for the continuing involvement of the environmental consultant during the final engineering phase is included in the proposed Amendment 5. ACTION: Foothill/Eastern Transportation Corridor Agency Recommendation: 1. Authorize the Chief Executive Officer (CEO) to execute Amendment No. 5 to Contract No. K with Michael Baker International for project approval/ environmental document consulting services in support of the 241/91 Express Connector Project. Authorization of $310,000 is requested to augment available contingency funds of $290,000 previously approved by the Board of Directors, for a total not-to-exceed amendment value of $600, Authorize the CEO to execute additional changes to this contract within five percent ($15,500) of the above requested authorization. CHIEF EXECUTIVE OFFICER S REPORT (Michael A. Kraman, Chief Executive Officer) DIRECTOR S REPORTS AND NEW BUSINESS (Chair Ross Chun) (Chair Craig Young) VI. CLOSED SESSION JOINT SJHTCA & F/ETCA ITEMS CONFERENCE WITH LEGAL COUNSEL EXISTING LITIGATION (Subdivisions (a) and (d)(1) of Government Code Section ) In Re Toll Roads Litigation, United States District Court, Central District of California, Case No. 8:16-cv AG (JCGx)) Robert Cohen, et al. v. Foothill/Eastern Transportation Corridor Agency et al., United States District Court, Central District of California, Case No. SACV DDP (DFMx)

7 Joint Board of Directors Agenda November 10, 2016 Page 7 F/ETCA ONLY ITEMS CONFERENCE WITH LEGAL COUNSEL ANTICIPATED LITIGATION (Subdivisions (a) and (d)(2) of Government Code Section ) One matter CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION (Subdivisions (a) and (d)(1) of Government Code Section ) California State Parks Foundation, et al. v. Foothill/Eastern Transportation Corridor Agency San Diego Superior Court, Case No. GIN The People of the State of California v. Foothill/Eastern Transportation Corridor Agency San Diego Superior Court, Case No. GIN Native American Heritage Commission v. Foothill/Eastern Transportation Corridor Agency San Diego Superior Court, Case No. GIN Jeffrey A Turner v. Native American Heritage Commission San Diego Superior Court, Case No CU-WM-NC California State Parks Foundation, et al. v. Foothill/Eastern Transportation Corridor Agency San Diego Superior Court, Case No The People of the State of California v. Foothill/Eastern Transportation Corridor Agency San Diego Superior Court, Case No CU-WM-NC California Regional Water Quality Control Board, San Diego Region, Waste Discharge Requirements Tentative Order No. R VII. ADJOURNMENT The next regularly scheduled meeting of the San Joaquin Hills Board of Directors will be held December 8, 2016 at 9:00 a.m. The next regularly scheduled meeting of the Foothill/Eastern Board of Directors will be held December 8, 2016 at 9:00 a.m.

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9 JOINT MEETING OF THE BOARDS OF DIRECTORS SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY MINUTES October 13, :00 a.m. TCA Offices 125 Pacifica, Board Room Irvine, California I. CALL TO ORDER INVOCATION (Director Schoeffel) PLEDGE OF ALLEGIANCE (Chair Chun) ROLL CALL SAN JOAQUIN HILLS BOARD OF DIRECTORS Chair Ross Chun City of Aliso Viejo Vice-Chair Melody Carruth City of Laguna Hills Director Lisa Bartlett County of Orange, 5 th District Director Kerry Ferguson City of San Juan Capistrano Director Bert Hack City of Laguna Woods Director Fred Minagar 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, 3 rd District Director Kathy Ward City of San Clemente Alternate Jim Righeimer City of Costa Mesa Director Ryan Chamberlain Caltrans, Ex-Officio Member ABSENT: Director Michele Martinez City of Santa Ana

10 Joint Board of Directors Minutes October 13, 2016 Page 2 ROLL CALL FOOTHILL/EASTERN BOARD OF DIRECTORS Chair Craig Young City of Yorba Linda Vice-Chair Lisa Bartlett County of Orange, 5 th District Director Kerry Ferguson City of San Juan Capistrano Director Lucille Kring City of Anaheim Director Mark Murphy City of Orange Director Charles Puckett City of Tustin Director Ed Sachs City of Mission Viejo Director Christina Shea City of Irvine Director Todd Spitzer County of Orange, 3 rd District Director Scott Voigts City of Lake Forest Director Kathy Ward City of San Clemente Alternate Scott Schoeffel City of Dana Point Director Ryan Chamberlain Caltrans, Ex-Officio Member ABSENT: Director Tony Beall Director Michele Martinez Director Shawn Nelson City of Rancho Santa Margarita City of Santa Ana County of Orange, 4 th District II. PUBLIC COMMENTS There were no public comments. III. SAN JOAQUIN HILLS - CONSENT CALENDAR (ITEMS 1-3) ACTIONS: Approve Consent Calendar Items 1-3. MOTION: Carruth SECOND: Schoeffel VOTE: Passed Director Spitzer abstained from Item #1 Approval of Minutes. 1. APPROVAL OF MINUTES (Martha M. Ochoa, Clerk of the Board) FILE NO.: 2016J-013 Approval of the minutes of the September 8, 2016 Joint Meeting of the San Joaquin Hills Transportation Corridor Agency and the Foothill/Eastern Transportation Agency. ACTION: Approve minutes.

11 Joint Board of Directors Minutes October 13, 2016 Page 3 2. COMMITTEE REPORTS (Martha M. Ochoa, Clerk of the Board) FILE NO.: 2016J-001 ACTION: Receive and file. 3. INVESTMENT REPORTS AS OF AUGUST 31, 2016 (Daryn Martin, Manager of Treasury Operations) FILE NO.: 2016S-003 Attached are the monthly investment reports for the San Joaquin Hills Transportation Corridor Agency (SJHTCA) as of August 31, As of August 31, 2016, all indenture funds are invested in accordance with the permitted investment section of the respective indentures and all non-indenture funds are invested in compliance with both the California Government Code and SJHTCA Investment Policy. ACTION: Receive and file. IV. FOOTHILL/EASTERN - CONSENT CALENDAR (ITEMS 1-2, 4) ACTIONS: Approve Consent Calendar Items 1-2, 4. MOTION: Ward SECOND: Puckett VOTE: Passed Director Spitzer abstained from Item #1 Approval of Minutes. 1. APPROVAL OF MINUTES (Martha M. Ochoa, Clerk of the Board) FILE NO.: 2016J-013 Approval of the minutes of the September 8, 2016 Joint Meeting of the San Joaquin Hills Transportation Corridor Agency and the Foothill/Eastern Transportation Agency. ACTION: Approve minutes. 2. COMMITTEE REPORTS (Martha M. Ochoa, Clerk of the Board) FILE NO.: 2016J-001 ACTION: Receive and file.

12 Joint Board of Directors Minutes October 13, 2016 Page 4 4. INVESTMENT REPORTS AS OF AUGUST 31, 2016 (Daryn Martin, Manager of Treasury Operations) FILE NO.: 2016F-003 Attached are the monthly investment reports for the Foothill/Eastern Transportation Corridor Agency (F/ETCA) as of August 31, As of August 31, 2016, all indenture funds are invested in accordance with the permitted investment section of the respective indentures and all non-indenture funds are invested in compliance with both the California Government Code and F/ETCA Investment Policy. ACTION: Receive and file. V. BOARD BUSINESS (ITEMS 5-9) 5. SJHTCA ONLY ITEM AUDITED FINANCIAL STATEMENTS FOR SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY FOR THE YEAR ENDED JUNE 30, 2016 (Dave Sherwood, Controller) FILE NO.: 2016S-010 The Audited Financial Statements for the year ended June 30, 2016 include the Statements of Net Position, Statements of Revenue, Expenses, and Changes in Net Position, Statements of Cash Flows, and Notes to the Financial Statements, and are presented in accordance with U.S. generally accepted accounting principles. The presentation also includes the report of our independent auditors and Management s Discussion and Analysis. ACTION: San Joaquin Hills Transportation Corridor Agency Recommendation: Approve Audited Financial Statements. MOTION: SECOND: VOTE: Peotter Carruth Unanimous 6. F/ETCA ONLY ITEM AUDITED FINANCIAL STATEMENTS FOR FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY FOR THE YEAR ENDED JUNE 30, 2016 (Dave Sherwood, Controller) FILE NO.: 2016F-038 The Audited Financial Statements for the year ended June 30, 2016 include the Statements of Net Position, Statements of Revenue, Expenses, and Changes in Net Position, Statements of Cash Flows, and Notes to the Financial Statements, and are presented in accordance with U.S. generally accepted accounting principles. The presentation also includes the report of our independent auditors and Management s Discussion and Analysis.

13 Joint Board of Directors Minutes October 13, 2016 Page 5 ACTION: Foothill/Eastern Transportation Corridor Agency Recommendation: Approve Audited Financial Statements. MOTION: SECOND: VOTE: Voigts Kring Unanimous 7. JOINT SJHTCA & F/ETCA ITEM VEHICLE SIGNATURE RECOGNITION CONTRACT (Rick Carrier, Director of Tolling and Customer Information Systems) FILE NO.: 2016J-046 License plate images comprise a significant portion of the San Joaquin Hills and Foothill/Eastern Transportation Corridor Agencies toll transactions. Increasing automated review of these images through the use of a vehicle signature recognition system will reduce costs associated with manual processes, increase accuracy and improve turnaround time. Staff recommends awarding Q-Free America, Inc. a threeyear contract with a combined not-to-exceed value of $105,000 and two one-year extension options for vehicle signature recognition services. ACTION: San Joaquin Hills Transportation Corridor Agency Recommendation: 1. Authorize the chief executive officer (CEO) to execute a three-year contract with Q-Free America, Inc. for an amount not-to-exceed $53,550, plus two oneyear extension options for vehicle signature recognition services. 2. Authorize the CEO to execute additional amendments to this contract up to ten percent ($5,355) of the authorization. Foothill/Eastern Transportation Corridor Agency Recommendation: 1. Authorize the chief executive officer (CEO) to execute a three-year contract with Q-Free America, Inc. for an amount not-to-exceed $51,450, plus two oneyear extension options for vehicle signature recognition services. 2. Authorize the CEO to execute additional amendments to this contract up to ten percent ($5,145) of the authorization. SJHTCA F/ETCA MOTION: Spitzer MOTION: Spitzer SECOND: Carruth SECOND: Voigts VOTE: Unanimous VOTE: Unanimous

14 Joint Board of Directors Minutes October 13, 2016 Page 6 8. JOINT SJHTCA & F/ETCA ITEM CUSTOMER FEEDBACK & SURVEY TOOLS (Jeff Bond, Director of Information Technology) FILE NO.: 2016J-054 Improving customer service is a key initiative for FY Enhancing the Agencies ability to receive and analyze customer feedback as well as to monitor customer interactions are both integral parts of the Agencies initiative to provide the best customer service experience possible. Staff has identified two phone system modules by Interactive Intelligence, Inc. (I3) and a cloud-based application by Tamer Partners Corporation which would provide the necessary tools to improve customer feedback collection to create actionable feedback to better our processes. Staff recommends the purchase of the I3 modules for a combined agency cost of $118,394 and the Tamer Partners cloud-based application at a combined cost of $21,600 for the first year of service. ACTION: San Joaquin Hills Transportation Corridor Agency Recommendation: 1. Authorize the chief executive officer (CEO) to execute the purchase of additional software modules and licensing from Interactive Intelligence Inc. (I3) for a one-time licensing cost of $60,381 for the Agencies call center phone system (PBX) with an annual recurring cost for software maintenance of $11, Authorize the CEO to execute a one-year contract with Tamer Partners Corporation for a Customer Driven Manager (CDM) and Experience Survey cloud-based services application for a lump sum price of $11,016 for the first year of service with an annual recurring cost of $11,016. Foothill/Eastern Transportation Corridor Agency Recommendation: 1. Authorize the chief executive officer (CEO) to execute the purchase of additional software modules and licensing from Interactive Intelligence Inc. (I3) for a one-time licensing cost of $58,013 for the Agencies call center phone system (PBX) with an annual recurring cost for software maintenance of $11, Authorize the CEO to execute a one-year contract with Tamer Partners Corporation for a Customer Driven Manager (CDM) and Experience Survey cloud-based services application for a lump sum price of $10,584 for the first year of service with an annual recurring cost of $10,584. Added Recommendation: Direct staff to perform periodic reviews of budget allocations. In response to Director comments during discussion of this item, staff agreed to have Internal Audit perform periodic reviews of budget allocations in addition to its annual review as part of the budget development process.

15 SJHTCA F/ETCA MOTION: Peotter MOTION: Voigts SECOND: Carruth SECOND: Young VOTE: Passed VOTE: Passed Director Schoeffel did not participate due to the Levine Act. Joint Board of Directors Minutes October 13, 2016 Page 7 9. F/ETCA ONLY ITEM 241/91 EXPRESS CONNECTOR FINAL DESIGN (Dave Lowe, Chief Engineer/Juliet Su, Corridor Manager-Design) FILE NO.: 2016F-023 The Joint Capital Programs & Projects Committee and the F/E 241/91 Express Connector Ad Hoc Committee are recommending the approval of a contract to WKE, Inc., to move forward with the final engineering for the 241/91 Express Connector project including the preparation of the construction plans, specifications, and cost estimate (PS&E) and associated technical reports; coordination with Caltrans to obtain the necessary approvals for the project construction documents; and engineering support during construction. In addition, staff is recommending authorization to execute Cooperative Agreement No in substantial form between Caltrans and F/ETCA for Caltrans to perform independent quality assurance review as the design oversight agency. ACTION: Foothill/Eastern Transportation Corridor Agency Recommendation: 1. Authorize the Chief Executive Officer (CEO) to execute contract K with WKE, Inc., for an amount not-to-exceed $13,000,000 to provide engineering consulting services for final design. 2. Authorize the CEO to execute additional changes to this contract within five percent ($650,000) of the above amount. 3. Authorize the CEO to execute Cooperative Agreement No in substantial form between Caltrans and the Foothill/Eastern Transportation Corridor Agency (F/ETCA). MOTION: Spitzer SECOND: Shea VOTE: Passed Director Murphy abstained. Vice-Chair Bartlett and Director Schoeffel did not participate due to the Levine Act.

16 Joint Board of Directors Minutes October 13, 2016 Page 8 CHIEF EXECUTIVE OFFICER S REPORT (Michael A. Kraman, Chief Executive Officer) Traffic & Revenue Update o F/ETCA Transactions for the month of September up 6.6%, revenue up 9.3% o SJHTCA Transactions for the month of September up 5.3%, revenue up 4.5% DIRECTOR S REPORTS AND NEW BUSINESS (Chair Ross Chun) (Chair Craig Young) Director Spitzer congratulated Alternate Jim Righeimer on his work in Costa Mesa and thanked him for his representation at TCA on behalf of the City of Costa Mesa. Director Carruth expressed her appreciation to Mr. Michael A. Kraman and TCA staff for their continued improvements at TCA, working for efficiency and technology and working to address all of the goals. Director Ward requested the Boards review the start time of the Board Meetings and suggested for their concideration changing it to a 9:30 a.m. start time. Director Lucille Kring expressed her support for the change of time. VI. CLOSED SESSION JOINT SJHTCA & F/ETCA ITEMS PUBLIC EMPLOYEE PERFORMANCE EVALUATION (Subdivision (b) of Government Code Section 54957) Title: Chief Executive Officer THREAT TO PUBLIC SERVICES OR FACILITIES (Government Code Section (a).) Consultation with Irvine Police Department, Ray Chips, Ed.D., Program Specialist and Lieutenant Dave Klug. CONFERENCE WITH LEGAL COUNSEL EXISTING LITIGATION (Subdivisions (a) and (d)(1) of Government Code Section ) In Re Toll Roads Litigation, United States District Court, Central District of California, Case No. 8:16-cv AG (JCGx)) Robert Cohen, et al. v. Foothill/Eastern Transportation Corridor Agency et al., United States District Court, Central District of California, Case No. SACV DDP (DFMx)

17 Joint Board of Directors Minutes October 13, 2016 Page 9 F/ETCA ONLY ITEMS CONFERENCE WITH LEGAL COUNSEL ANTICIPATED LITIGATION (Subdivisions (a) and (d)(2) of Government Code Section ) No reportable Action. One matter CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION (Subdivisions (a) and (d)(1) of Government Code Section ) California State Parks Foundation, et al. v. Foothill/Eastern Transportation Corridor Agency San Diego Superior Court, Case No. GIN The People of the State of California v. Foothill/Eastern Transportation Corridor Agency San Diego Superior Court, Case No. GIN Native American Heritage Commission v. Foothill/Eastern Transportation Corridor Agency San Diego Superior Court, Case No. GIN Jeffrey A Turner v. Native American Heritage Commission San Diego Superior Court, Case No CU-WM-NC California State Parks Foundation, et al. v. Foothill/Eastern Transportation Corridor Agency San Diego Superior Court, Case No The People of the State of California v. Foothill/Eastern Transportation Corridor Agency San Diego Superior Court, Case No CU-WM-NC California Regional Water Quality Control Board, San Diego Region, Waste Discharge Requirements Tentative Order No. R VII. ADJOURNMENT The next regularly scheduled meeting of the San Joaquin Hills Board of Directors will be held November 10, 2016 at 9:00 a.m. The next regularly scheduled meeting of the Foothill/Eastern Board of Directors will be held November 10, 2016 at 9:00 a.m. Meeting adjourned at 11:59 a.m.

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19 FOOTHILL/EASTERN MOBILITY AD HOC COMMITTEE REPORT DATE: November 10, 2016 TO: FROM: Members of Board of Directors Mike Chesney, Chief Strategy Officer SUBJECT: Foothill/Eastern Mobility Ad Hoc Committee October 5, 2016 Present: Absent: Kathy Ward (Chair), Lisa Bartlett, Chuck Puckett, Scott Voigts, Craig Young Ed Sachs (Vice Chair), Todd Spitzer, Committee Discussion 1. OCTOBER 5, 2016 PUBLIC FORUM PREVIEW (Mike Chesney, Chief Strategy Officer / Jeff Corless, Venture Strategic) Staff and consultants provided a preview and update on the preparations for the second Public Forum on South County Regional Mobility Issues held on October 5, The intent is to have the public interact and provide feedback on the ideas and suggestions proposed during the initial public forum held on June 20, IDEAS/SOLUTIONS REVIEW (Mike Kraman, Chief Executive Officer / Mike Chesney, Chief Strategy Officer) Staff provided a recap summary and update on the 15 transportation ideas developed through the Cities/Electeds Mobility Workshops and the Public Forums. The Ad Hoc Committee was briefed on the preliminary quantitative and qualitative analysis developed for each idea. 3. CEQA/NEPA AND THE PA/ED PROCESS UPDATE (Valarie McFall, Chief Environmental Planning Officer) Staff provided a preview and update on the next steps of transitioning into the formal environmental process starting with the Project Initiation Development (PID) phase.

20 FOOTHILL/EASTERN 241/91 EXPRESS CONNECTOR AD HOC COMMITTEE REPORT DATE: November 10, 2016 TO: FROM: Members of the Foothill/Eastern Board of Directors Mike Chesney, Chief Strategy Officer SUBJECT: 241/91 Express Connector Ad Hoc Committee October 13, 2016 Present: Absent: Todd Spitzer (Chair), Ed Sachs (Vice Chair), Lisa Bartlett, Chuck Puckett, Christina Shea, Craig Young Ad Hoc Committee Discussion 1. GENERAL RECAP/OVERVIEW/UPDATE (Mike Chesney, Chief Strategy Officer) Staff reported on OCTA meetings TCA staff have had with OCTA staff.. 2. OCTA COORDINATION STATUS (Mike Chesney, Chief Strategy Officer) Staff reported on the on-going coordination with OCTA. TCA staff met with OCTA staff for an OCTA/TCA Staff Coordination meeting on October 4, Staff will meet again on November 14, Draft Strategic Timeline Review Staff provided an update of the Draft Strategic Timeline to the Committee. Overall coordination will continue with OCTA, but there is recognition that the schedule will need to accommodate OCTA s peer review of the project Traffic and Revenue (T&R) study which is anticipated to be completed by December DRAFT FINANCE CONCEPT/COOPERATIVE AGREEMENT UPDATES (Amy Potter, Chief Finance Officer/Samuel Johnson, Chief Toll Operations Officer)

21 Foothill/Eastern 241/91 Express Connector Ad Hoc Committee Meeting November 10, 2016 Page 2 of 3 Staff updated the Committee on the progress of discussions with OCTA finance staff on the list of business terms that will be addressed in the operating agreement. Staff also provided a status update of the Stantec coordination on OCTA s peer review of the project T&R study, which is anticipated to be completed by December Staff provided an update on the federal earmark repurposing and the process this repurposing request is going through. The request and associated documents have been processed through TCA, OCTA, Caltrans, and FHWA. The Committee requested staff to research the different projects committed on the SR-91 Corridor to understand the financial commitments these projects will incur. 4. ENVIRONMENTAL DOCUMENT/PUBLIC OUTREACH UPDATE (Valarie McFall, Chief Environmental Planning Officer/Lisa Telles, Chief Communications Officer) Staff updated the Committee on the progress of the environmental document and the community outreach efforts for the project. The initial public outreach event will be in an open-house format. There was discussion on using the word Hearing in Public Hearing and the exhibits/room size. 5. OCTOBER 2016 BOARD ACTION ITEMS: (Mike Chesney, Chief Strategy Officer) a. Project Approval/Environmental Document (PA/ED) Contract Amendment (Juliet Su, Corridor Design Manager) Staff presented an overview of this upcoming item for the November Board agenda. This proposed amendment covers additional scope items related to the project approval and environmental document contract with Michael Baker International. These include review of the final engineering documents for impacts to the PA/ED work, field surveys and clearances for final engineering work to be performed under a separate contract. Also included are out-of-scope revisions and supplements to technical studies that were required during the preparation of the draft environmental document. At the time of the committee meeting the amendment amount was still being finalized, therefore a committee recommendation was not taken.

22 Foothill/Eastern 241/91 Express Connector Ad Hoc Committee Meeting November 10, 2016 Page 3 of 3 6. FUTURE MEETINGS (Mike Chesney, Chief Strategy Officer) Staff provided an update on the scheduling of future meetings for the F/E 241/91 Express Connector Ad Hoc Committee. Based on the various coordination items and the timing of OCTA s peer review of the project T&R study, which is anticipated to be completed by December 2016, the next scheduled meetings for the Committee will be deferred until 2017: TCA - F/E 241/91 Express Connector Ad Hoc Committee Meeting Thursday, January 12, 2017 from 12:00 p.m. 1:30 p.m. or immediately following the Joint Board meeting TCA - F/E 241/91 Express Connector Ad Hoc Committee Meeting Thursday, February 9, 2017 from 12:00 p.m. 1:30 p.m. or immediately following the Joint Board meeting

23 JOINT CAPITAL PROGRAMS & PROJECTS COMMITTEE REPORT DATE: November 10, 2016 TO: FROM: Members of Board of Directors David Lowe, Chief Engineer SUBJECT: Joint Capital Programs & Projects Committee Meeting, October 20, 2016 Present: Absent: Melody Carruth, Ross Chun, Joseph Muller, Mark Murphy, Christina Shea, Scott Voigts Chuck Puckett (Chair), Lisa Bartlett, Todd Spitzer, Craig Young Committee Discussion 1. Toll Booth Removal Phase 1 Construction Staff presented the scope, schedule, budget and proposed contracts for the construction phase of the Toll Booth Removal project.. At the time of the committee meeting, several of the contract procurements (and related dollar amounts) were still being finalized, therefore a committee vote on the staff recommendation was not taken. Staff also presented a program for soliciting proposals for the re-use of nine of the toll booths that can be salvaged. The committee felt that the timing of the solicitation should begin as soon as possible to determine whether repurposing is feasible prior to incurring costs to remove and store the booths during the construction project. Director Murphy asked to have the civil contractor provide a cost for disposal of the booths so that all options can be analyzed. 2. Signage Enhancement Project Update Staff gave an update on the status of the signage enhancement design, noting that preliminary plans have been developed and there has been positive feedback from Caltrans on the work to date. The construction related contracts are planned to be brought to the Boards in January.

24 3. Oso Parkway Bridge & Gap Closure Project Update Staff presented an update of the project noting that 95 percent plans have recently been submitted to the County of Orange and Caltrans for their review. Staff is also working on a cooperative agreement with the County on the advertisement, award and administration of the construction contract /91 Express Connector Project Approval/Environmental Document (PA/ED) Contract Amendment Staff presented an overview of this upcoming item for the November Board agenda. This proposed amendment covers additional scope items related to the project approval and environmental document contract with Michael Baker International. These include review of the final engineering documents for impacts to the PA/ED work, field surveys and clearances for final engineering work to be performed under a separate contract. Also included are revisions and supplements to technical studies that were required during the preparation of the draft environmental document. At the time of the committee meeting the amendment amount was still being finalized, therefore a committee vote on the staff recommendation was not taken.

25 JOINT FINANCE & INVESTMENT COMMITTEE REPORT DATE: November 10, 2016 TO: FROM: Members of Board of Directors Amy Potter, Chief Financial Officer SUBJECT: Joint Finance and Investment Committee October 26, 2016 Present: Absent: Ross Chun (Chair), Lisa Bartlett (Vice-Chair), Melody Carruth, Bert Hack, Lucille Kring, Scott Peotter, Craig Young Tony Beall, Scott Schoeffel Committee Discussion 1. Quarterly Investment Performance Review Chandler Asset Management ( Chandler ) provided an economic update and reviewed the investment performance of each Agency. Chandler also discussed the Wells Fargo investments held by the Agencies and the process that staff and Chandler went through prior to recommending to the CEO and then to the Executive Committee to continue to hold the existing investments while not purchasing additional investments. This is consistent with other local and state agencies and based upon Wells Fargo s strong fundamentals and its continued ability to issue new bonds in the market. The concentration of Wells Fargo is less than 3% in each Agency s portfolio. Staff and Chandler will continue to monitor Wells Fargo closely and will return to the Committee if the situation warrants. The Committee agreed with the approach. 2. Annual Investment Policy Review Chandler Asset Management indicated that the State of California is expected to enact SB-974 on January 1, 2017 which will clarify credit rating requirements for the investment of public funds. Chandler also noted that this change will not impact the Agencies investment policies, however other minor clarifications will be proposed as changes to TCA s investment policy and will be presented to the Committee in January and then to the Boards of Directors in February of Business Intelligence Tools An update was provided on the business intelligence ( BI ) tools project initiative including the needs assessment completed by staff and TTI Consulting. The needs assessment concluded the Agencies have need of a BI solution to improve access to data in the numerous systems used by staff. With access to the data, the BI solution can be used for analysis to support informed decision making

26 throughout the Agencies. The next step will be to develop an RFP for a BI software solution.

27 JOINT TOLL OPERATIONS COMMITTEE MEETING DATE: November 10, 2016 TO: FROM: Members of Board of Directors Samuel Johnson, Chief Toll Operations Officer SUBJECT: Joint Toll Operations Committee Meeting October 26, 2016 Present: Absent: Craig Young (Chair), Scott Peotter (Vice-chair), Ross Chun, Bert Hack, Chuck Puckett, Ed Sachs, Christina Shea, Todd Spitzer and Scott Voigts Tony Beall Committee Discussion A. Toll Booth Removal Phase 1 Construction (Dave Lowe, Chief Engineer) Staff presented to the Committee a presentation on the plans to remove toll booths at certain key ramp locations. Staff shared the engineer s estimate for the work and cost efficiencies that had been gained by utilizing channelizers to keep traffic in specific lanes. The Committee inquired and discussed efforts to solicit potential users of the salvageable booths and balancing the costs of such an effort. Staff cited that option pricing for the salvage and relocation was requested and would be shared with the Boards. B. Telecommunications Services Contract Award (Jeff Bond, Director, Information Technology) Staff requested Committee approval to present the Board of Directors a recommendation for contract award to Level(3) Communications to provide voice and data services for the Agency. Staff highlighted the Agency s telecommunication needs related to toll system operations, customer service and general administrative functions; and shared information regarding the completed procurement. Committee members discussed details on the procurement process, team and evaluation results, as well as strengths and weaknesses of the shortlisted proposals. The item was unanimously recommended for consideration by the Boards. Motion: Spitzer Second: Voigts Vote: Unanimous O:/Agendas/Boarddpkg/ad hoc committee transmittal form

28 C. November Meeting Schedule (Samuel Johnson, Chief, Toll Operations) The Committee discussed and approved moving the next regularly scheduled meeting to November 16, Motion: Young Second: Sachs Vote: Unanimous

29 JOINT COMMUNICATIONS AND MARKETING COMMITTEE REPORT DATE: October 27, 2016 TO: FROM: Members of Boards of Directors Lisa Telles, Chief Communications Officer SUBJECT: Joint Communications and Marketing Committee October 27, 2016 Present:. Absent: Christina Shea (Chair), Lucille Kring (Vice-Chair), Melody Carruth, Ross Chun, Mark Murphy, Chuck Puckett, Craig Young Tony Beall, Gary Monahan, Ed Sachs Committee Discussion A. Website Analytics (Lisa Ganz, Manager, Marketing and Communications) The website is the most used tool for new account sign ups, account maintenance and One-Time-Toll payments as well as communication on financials, environmental programs and Board meetings. A new website was launched in April 2016 with a new content management system and design. TCA s website design and development consultant, Civic Resource Group (CRG), provided a report on how the goals for the new design were accomplished and presented website analytics and trends. Overall, all goals were achieved and the data shows improvements that benefit the user experience. Yearover-year, there has been a 60 percent increase in visits and a 45 percent increase in return visits to the login page, a 13 percent decrease in the average time it takes a customer to pay a One-Time-Toll online and 21 percent of users now complete the account sign up process compared to 9 percent a year ago. B. Civic Resources Group Contract Discussion (Lisa Ganz, Manager Marketing and Communications) In 2013, Civic Resource Group (CRG) was awarded a three-year contract with two oneyear options. In June 2016, The Boards approved the first one-year option. Staff provided an overview of CRG s scope of work and their exceptional performance to-date. Staff requested exercising the second one-year option with the following recommendation that will be brought to the Boards in January, 2017:

30 Authorize the second one-year option on Contract No. K for digital, interactive and website services with Civic Resource Group (CRG) from July 1, 2017 through June 30, 2018 with a not-to-exceed amount of $100,000. Motion: Shea Second: Pucket Vote: Unanimous C. Toll Booth Removal Outreach Campaign (Julie Diaz, Public Relations Representative) Staff presented an overview of the community outreach planned for the upcoming toll booth removal project. The presentation included an overview of the project, timeline and the communication and outreach plans to inform the community night time construction and ramp closures and outreach to identify organizations that may be increased in reusing the unique toll booths. At the end of the meeting, the Committee previewed two commercials that have been created to support the marketing campaign. The first commercial will begin airing online the second week in November. The next scheduled meeting for the Joint Communications and Marketing Committee will be January 26, 2017.

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32 125 Pacifica, Irvine, CA / FAX 949/ DATE: November 10, 2016 TO: FROM: SUBJECT: San Joaquin Hills Transportation Corridor Agency Board of Directors Foothill/Eastern Transportation Corridor Agency Board of Directors Coleen Franco, Director, Contracts and Procurement Quarterly Procurement Report STAFF RECOMMENDATION: San Joaquin Hills Transportation Corridor Agency Recommendation: Receive and File Foothill/Eastern Transportation Corridor Agency Recommendation: Receive and File BACKGROUND: The San Joaquin Hills Transportation Corridor Agency (SJHTCA) and Foothill/Eastern Transportation Corridor Agency (F/ETCA) contract with various consultants, contractors and vendors for the purchase and provision of various goods and services for the continued development and operation of The Toll Roads. The Contracts and Procurement Services Policy and Procedures Manual (CAPS Manual) provides for the execution or extension of certain contracts by the chief executive officer (CEO) without further Board action. The Joint Procurement Ad Hoc Committee reviewed the Agencies policies and procedures and recommended staff provide an expanded report of the procurement activities. The Boards of Directors approved a revision to the CAPS Manual in June 2014, requiring a quarterly report of all procurement activity. DISCUSSION: The CAPS Manual requires the submission of a quarterly report to the Boards of Directors, identifying all requisitions for the expenditure of funds greater than $2,500. The Agencies utilize an electronic reporting and approval system as part of our overall financial software system. Information for requisitions is entered in one of two modules, either the contract management

33 Quarterly Procurement Report File No. 2016J-009 November 10, 2016 Page 2 module or the purchase order module for electronic approval. In both cases, requests and documents are approved per the Boards adopted delegation of authority contained in the CAPS Manual. Attached are reports that provide a recap of the requisitions approved in the past quarter, beginning July 1, 2016 through September 30, The attached reports identify the Agency with financial responsibility for the action as either, FE for the Foothill/Eastern Transportation Corridor Agency, SJ for the San Joaquin Hills Transportation Agency or JNT for those actions that involve both Agencies. Separate columns are provided to identify the financial commitment of each Agency for each action. Authorizations for each action are also identified. All actions are approved based on the delegation of authority identified in the CAPS Manual. ATTACHMENTS: 1 Quarterly Procurement Report Activity Summary Reflects activity of both Agencies and identifies the number and value of actions taken by department and by approval type. 2 New Contracts Approved Identifies new contracts authorized and processed through the contract management module. 3 Amendments Approved Identifies all approved amendments or change orders to existing contracts, also processed through the contract management module. 4 Purchase Requisitions Approved Lists the requisitions processed and approved through the purchase order module. These may include small agreements, purchase orders or other payment requests not involving any contract. BUDGET: All requisitions authorized have been within the Agencies approved annual budgets or the appropriate budget transfers have been executed per Board approved policy. CONCLUSION: Per the procedures identified in the Contracts and Procurement Services Policies and Procedures Manual, adopted by the Boards of Directors in 2016, staff is providing a quarterly report of procurement activity for the 1st quarter of fiscal year The attachments to this report identify all requisitions and contract actions authorized between July 1 and September 30, 2016.

34 File No. 2016J-009 Attachment 1 Quarterly Procurement Report Activity Summary FY17 1st Quarter Authorization Type Board Authorized CEO Authorized ETM Authorized Routine Business Expense Total Requisitions Issued % by Dept Total Value of Requisitions Issued Department # Issued Value # Issued Value # Issued Value # Issued Value Administration/Human Resources (ADM/HR) 0 $ $ 24 2 $ 11, % $ 11, % Communications & Marketing (CM) 2 $ - 0 $ - 1 $ 3,00 0 $ % $ 3,00 0.0% Contracts & Procurement (CPD) 0 $ - 0 $ - 0 $ - 0 $ % $ - 0.0% Engineering/ROW (EGR/ROW) 17 $ 5,063, $ - 0 $ - 0 $ % $ 5,063, % Environmental (ENV) 4 $ (476,822.25) 0 $ - 0 $ - 0 $ % $ (476,822.25) -3.9% Facilities (FAC) 8 $ 167, $ - 3 $ 3, $ 3, % $ 174, % Finance (FIN) 2 $ - 1 $ 17,30 0 $ - 0 $ % $ 17,30 0.1% Information Technology (IT) 0 $ - 0 $ - 6 $ 29, $ 55, % $ 85, % Strategic Planning (SP) 4 $ 2,353, $ - 6 $ 29, $ % $ 2,383, % Toll Operations (TO) 10 $ 4,701, $ 3, $ 1, $ 278, % $ 4,983, % 47 $ 11,809, $ 20, $ 67, $ 348, $ 12,245, % by Authorization Type 49.5% 96.4% 3.2% 0.2% 20.0% 0.6% 27.4% 2.8% Definition of Authorization Categories Board Authorized (BRD) Requisitions that are approved based on an action by a Board, including those funded from contingency authorizations or within existing authorized value. CEO Authorized (CEO) Requisitions of <= $25,000 per Agency, with a unique scope of work (per CAPS Manual). ETM Authorized (ETM) Requisitions under CEO authority, <= $10,000 per Agency, as delegated to ETMs. Routine Business Expense (RBE) Requisitions for goods or services, <= $100,000 per Agency, <= 12 month term and <=$300,000 over the life of the contract. % by Dept FY17-1st Quarter Procurement Activity 100.0% 96.4% # Value 80.0% 60.0% 49.5% 40.0% 20.0% 3.2% 20.0% 27.4% 0.2% 0.6% 2.8% 0.0% Board CEO ETM RBE Page 1 of 1

35 New Contracts Approved File No. 2016J-009 Attachment 2 Agency Contract No. Vendor Name Contract Title JNT K Advanced Office JNT K Alliance for Toll Interoperability JNT K Interactive Intelligence, Inc. JNT K Law Enforcement Systems, LLC Maintenance on Engineering Ricoh Color Copier Approval Type Date Approved Dept F/ETCA Value SJHTCA Value Total Value Contract End Date RBE 08/24/16 ADM/HR $ 3,05 $ 1,95 $ 5,00 07/31/17 ATI Hub Services RBE 07/05/16 TO $ 20,00 $ 1,00 $ 21,00 05/31/17 Interactive Intelligence Annual Maintenance Out of State DMV Registration Lookup Services RBE 07/22/16 IT $ 27, $ 28, $ 55, /31/17 RBE 09/07/16 TO $ 44, $ 67, $ 112, /30/17 JNT K Black Swan Search Temporary Staffing Services BRD 09/27/16 TO $ 9,80 $ 10,20 $ 20,00 06/30/17 $ 105, $ 109, $ 214, Notes Vendor to provide monthly color copier maintenance. Best value selection from 2 quotes received. Agencies to enroll into ATI's hub program for national interoperability services. The hub service, exclusively provided by ATI, allows for toll transaction matching and exchanges for customers and member agencies. This program is offered to its member agencies in compliance with interstate toll interoperability under the Moving Ahead for Progress in the 21st Century (MAP-21) Act. TCA is a member agency. No procurement required. Vendor to provide software for customer service center and violation enforcement phone system. Vendor submitted the lowest quote from 3 quotes received. Contractor to obtain registered owner information from DMV's nationwide database enabling the Agencies to expedite noticing for out-of-state customer violations. Best value selection from two quotes received. Vendor to provide temporary employees on an as-needed basis for Customer Service Center (CSC) operations. This contract is sole sourced in order to meet the staffing demands in the CSC. Hourly rates are comparable to the Agencies' current pool of temporary staffing firms. Page 1 of 1

36 Amendments Approved File No. 2016J-009 Attachment 3 Agency Contract No Vendor Name Contract Title JNT K LSA Associates, Inc. Paleontology Outreach Program JNT K LSA Associates, Inc. Paleontology Outreach Program JNT K Lexis Nexis Risk Solutions Accurint Services - Public Record Information Electornic Out-of-State JNT K Data Ticket, Inc. Registered Owner Information JNT K Traffic Technologies, Inc. JNT JNT K K Alameda County Congestion Management Agency Sunol Smart Carpool Lane Joint Powers Authority JNT K City of San Francisco Toll Ops Strategic and Policy Planning Study FasTrak License - I-580 EB & WB HOV/HOT FasTrak License - I-680 Smart Carpool Lane Fastrak License - Airport Parking Lot Fees Los Angeles County FasTrak License - I-10 & 110 JNT K Metropolitan Transportation LA EXPRESSLANES Project Authority FasTrak License - Tolled JNT K Bay Area Toll Authority Bridges and GGB JNT K Akin Gump Strauss Hauer and Feld LLP JNT K Carl Warren and Company Federal Legislative Advocacy and Consulting Services Third Party Claims Administration Doc Approved Approval Type Date Approved Dept F/ETCA Value SJHTCA Value Total Value Contract End Date A10 BRD 07/12/16 CM $ - $ - $ - 12/31/16 Amendment No. 10 extends the contract term through 12/31/16. A11 BRD 09/06/16 CM $ $ (501.44) $ - 06/30/18 Amendment No. 11 extends the contract term through 6/30/18. A -13 RBE 07/26/16 TO $ 14, $ 15, $ 29, /31/16 Amendment No. A -13 increases funding for F17 public record information. Amendment No. 12 provides additional funding for final A12 RBE 08/30/16 TO $ 1, $ 8, $ 9, /30/16 invoice. Contract is now closed. Services to be competitively reprocured. Amendment No. 12 revises scope to include Task 12, A12 BRD 07/12/16 TO $ 588,00 $ 612,00 $ 1,200,00 06/30/18 Business Intelligence, and Task 13, FY17 & FY18 Work Plan. A2 BRD 8/15/16 TO $ - $ - $ - 01/01/30 Notes Amendment No. 2 updates Exhibit A with the Registered FasTrak flex logo. A2 BRD 8/15/16 TO $ - $ - $ - 01/01/30 Amendment No. 2 updates Exhibit A with the Registered FasTrak flex logo. A3 BRD 09/07/16 TO $ - $ - $ - 10/15/19 Amendment No. 3 extends the contract term through 10/15/19. A2 BRD 8/15/2016 TO $ - $ - $ - 01/01/30 A2 BRD 8/15/16 TO $ - $ - $ - 01/01/30 A5 BRD 07/11/16 SP $ 421,00 $ 24,00 $ 445,00 06/30/17 A5 CEO 08/16/16 FIN $ 10, $ 6, $ 17,30 06/30/21 Amendment No. 2 updates Exhibit A with the Registered FasTrak flex logo. Amendment No. 2 updates Exhibit A with the Registered FasTrak flex logo. Amendment No. 5 extends the contract term through 06/30/17. Amentment No. 5 extends the contract term through 06/30/21. Extension based on favorable 5-year fixed rates extended to the Agencies. Contract implmemented in JNT K HDR Enginerring, Inc. All Electric Tolling Civil Engineering A6 BRD 08/10/16 EGR/ROW $ - $ - $ - 06/30/17 Amendment No. 6 restates the contract NTE value. FE K S and S Seeds, Inc. Biological Support Services A4 BRD 08/22/16 ENV $ - $ - $ - 10/31/17 Amendment No. 4 extends the contract term through 10/31/17. FE K IDS Group, Inc. Amendment No. 6 provides additional funding for Pacifica Building HVAC A6 BRD 08/25/16 FAC $ 10,00 $ - $ 10,00 12/31/16 engineering administration services for completion of Engineering Consultant the Pacifica HVAC modernization project. JNT K KPMG Accounting and Auditing Amendment No. 2 amends the Scope of Services to A2 BRD 08/15/16 FIN $ - $ - $ - 03/31/19 Services provide for an annual engagement letter. Amendment No. 1 extends the contract term through JNT K Neopost USA, Inc. Neopost IM5000 Mail System A1 CEO 08/31/16 TO $ 1, $ 1, $ 3, /31/17 07/31/17. Proprietary postage equipment; vendor is the only authorized provider of maintenance. Services initially implemented in JNT K Bay Area Infrastructure FasTrak License - Bay Area Amendment No. 2 updates Exhibit A with the A2 BRD 8/15/2016 TO $ - $ - $ - 07/14/30 Financing Authority EXPRESS LANES Registered FasTrak flex logo. JNT JNT FE FE K K K K Robert W. Naylor Advocacy a Law Corporation Pitney Bowes Presort Services Accent Service Company, Inc. Accent Service Company, Inc. JNT K LSA Associates, Inc. Professional Services A4 BRD 07/07/16 SP $ 45, $ 15,75 $ 61, /14/17 Mail Pickup, Delivery and Presort Services San Clemente Services Center - Janitorial Services San Clemente Service Center - Janitorial Services In-house Environmental Technical Support A3 RBE 07/05/16 TO $ - $ - $ - 01/31/17 A2 ETM 07/05/16 FAC $ $ 1, $ 1, /30/17 A3 ETM 09/20/16 FAC $ $ $ /30/17 A4 BRD 08/25/16 ENV $ (368,006.25) $ (117,756.00) $ (485,762.25) 06/30/17 Amendment No. 4 extends the contract term through 06/14/17. Amendment No. 3 revises the method of calculating the rebate volume from weekly volumes to monthly volumes. A2 extends the term to 06/30/17. Year 2 of 2 option years. Amendment No. 3 increases the cleaning frequency from two to three nights per week, Amendment No. 4 restates the F16 NTE value to relfect actuals, revises the F17 NTE value to align with budget and updates the scope of services. Page 1 of 4

37 Amendments Approved File No. 2016J-009 Attachment 3 Agency Contract No Vendor Name JNT K Chase Paymentech Contract Title Credit Card and Automated Clearing House Doc Approved Approval Type Date Approved Dept F/ETCA Value SJHTCA Value Total Value Contract End Date A1 BRD 08/30/16 FIN $ - $ - $ - 06/18/18 JNT K Ware Disposal, Inc. Waste Disposal Services A6 RBE 07/20/16 FAC $ 1, $ $ 1, /30/16 FE K Venture Strategic, Inc. FE K Venture Strategic, Inc. JNT K Red Hawk Fire and Security FE K AMP Mechanical, Inc. FE K AMP Mechanical, Inc. Strategic Research and Stakeholder Outreach Strategic Research and Stakeholder Outreach Fire Alarm & Suppression System Inspections Pacifica HVAC Modernization Project Pacifica HVAC Modernization Project A -1 BRD 07/08/16 SP $ 1,800,00 $ - $ 1,800,00 10/07/18 A -2 BRD 07/28/16 SP $ 47,16 $ - $ 47,16 10/07/18 A4 RBE 08/25/16 FAC $ - $ - $ - 12/31/16 CO1 BRD 07/25/16 FAC $ 30, $ - $ 30, /31/16 CO2 BRD 07/27/16 FAC $ 28, $ - $ 28, /20/16 Notes Amendment No. 1 adds a processing price point for pin-based debit card transactions required for credit card terminals located at walk-in centers. Amendment No. 6 increases trash pickups at Tomato Springs South from once per month to once per week and discontinue trash pickup at Windy Ridge South. Amendment No. A -1 authorizes Task Order TO-002; F17 Comprehensive Strategic Research and Stakeholder Outreach Plan. Amendment No. A -2 increases funding for Task Order TO-001; F16 Comprehensive Strategic Research and Stakeholder Outreach Plan. Amendment No. 4 restates the contract summary to reflect actuals. Change Order No. CO1 revises the Scope of Work to include 1st floor modifications assocated with the Pacifica HVAC Modernization project. Change Order No. CO2 revises the Scope of Work to include roof disconnect, electrical modifications, hanging ducts, etc. associated with the Pacifica HVAC Modernization project. Change Order CO3 extends Substantial Completion Date to 09/30/16 and Final Completion to 10/21/16. Amendment No. 1 extends the contract term through 06/30/18. FE K AMP Mechanical, Inc. Pacifica HVAC Modernization Project CO3 BRD 09/07/16 FAC $ - $ - $ - 10/21/16 JNT K BRIC-TPS, LLC Interim CSC and VES System Maintenance A1 BRD 09/20/16 TO $ 1,925, $ 1,555, $ 3,481, /30/18 FE K CM Services HVAC APSI Construction Amendment No. 2 increases funding for services Modernization Project - A2 BRD 08/22/16 FAC $ 28,00 $ - $ 28,00 12/31/16 Management through 11/30/16. Pacifica JNT K Nestle Waters North Coffee, Water and Supplies Amendment No. A1 extends the contract term through A1 RBE 07/20/16 ADM/HR $ 3, $ 2, $ 6, /30/17 America Services 07/30/17. Year 1 of 2 option years. JNT K Advantage, Inc. As-Needed Printing Services A -1 RBE 08/15/16 TO $ - $ - $ - 06/30/17 Amendment No. A -1 extends the contract term through 06/30/17. Year 1 of 2 option years. JNT K Color OnDemand, Inc. As-Needed Printing Services A -1 RBE 08/15/16 TO $ - $ - $ - 06/30/17 Amendment No. A -1 extends the contract term through 06/30/17. Year 1 of 2 option years. JNT K Main Graphics As-Needed Printing Services A -1 RBE 08/15/16 TO $ - $ - $ - 06/30/17 Amendment No. A -1 extends the contract term through 06/30/17. Year 1 of 2 option years. JNT K PJL Enterprise Group As-Needed Printing Services A -1 RBE 08/03/16 TO $ - $ - $ - 06/30/17 Amendment No. A -1 extends the contract term through 06/30/17. Year 1 of 2 option years. JNT K PJL Enterprise Group As-Needed Printing Services A6 RBE 07/05/16 TO $ $ $ 1, /30/16 Amendment No. 6 provides for The Toll Roads return envelope stock. Multiple firms were qualified under a competitive procurement for printing services in June When materials are required, a request for quote is submitted to all qualified firms and selected based on cost and ability to meet requirements. JNT K PJL Enterprise Group As-Needed Printing Services A7 RBE 07/12/16 TO $ 8, $ 3, $ 11, /30/16 Amendment No. 7 provides for the The Toll Roads No. 14 white 6x9 Tyvek envelopes, The Toll Roads tri-fold map brochures, and perfed letterhead sheets. Multiple firms were qualified under a competitive procurement for printing services in June When materials are required, a request for quote is submitted to all qualified firms and selected based on cost and ability to meet requirements. Page 2 of 4

38 Amendments Approved File No. 2016J-009 Attachment 3 Agency Contract No Vendor Name Contract Title Doc Approved Approval Type Date Approved Dept F/ETCA Value SJHTCA Value Total Value JNT K PJL Enterprise Group As-Needed Printing Services A8 RBE 08/03/16 TO $ 1, $ 1, $ 2, /30/17 Contract End Date Notes Amendment No. 8 provides for the Toll Roads No. 9 return envelopes and the Toll Roads Tyvek Envelopes. Multiple firms were qualified under a competitive procurement for printing services in June When materials are required, a request for quote is submitted to all qualified firms and selected based on cost and ability to meet requirements. JNT K PJL Enterprise Group As-Needed Printing Services A9 RBE 09/07/16 TO $ 1, $ 1, $ 2, /30/17 JNT K Smart Source As-Needed Printing Services A -1 RBE 08/15/16 TO $ - $ - $ - 06/30/17 JNT K Smart Source As-Needed Printing Services A13 RBE 07/12/16 TO $ 14, $ 5, $ 20, /30/16 JNT K Wirz and Company Inc. As-Needed Printing Services A -1 RBE 8/15/16 TO $ - $ - $ - 06/30/17 JNT K DLT Solutions, Inc. Red Hat Enterprise Linux Server JNT K IBI Group Toll Plaza Facilities Reuse Study JNT K Pricon Enterprise Symantec Network Backup Technologies Software Support JNT K Engineering Design AECOM Technical Services Consulting Services On-Call JNT K AECOM Technical Services JNT K Michael Baker International JNT K WKE, Inc. JNT K Cambridge Systematics JNT K Fehr and Peers JNT K Fehr and Peers JNT K Fehr and Peers JNT K Stantec Consulting, Inc. JNT K Chrisp Company Engineering Design Consulting Services On-Call Engineering Design Consulting Services On-Call Engineering Design Consulting Services On-Call Traffic Engineering Consulting Services On-Call Traffic Engineering Consulting Services On-Call Traffic Engineering Consulting Services On-Call Traffic Engineering Consulting Services On-Call Traffic Engineering Consulting Services On-Call Signing and Striping Construction Services On- Call A1 RBE 07/19/16 TO $ 13, $ 7, $ 21, /31/17 A4 BRD 08/11/16 EGR/ROW $ - $ - $ - 06/30/17 A1 RBE 07/19/16 TO $ 2, $ 1, $ 3, /31/17 A5 BRD 08/16/16 EGR/ROW $ - $ - $ - 07/08/18 A6 CEO 08/25/16 EGR/ROW $ - $ - $ - 07/08/16 A3 BRD 07/25/16 TO $ - $ - $ - 07/08/18 A3 BRD 08/19/16 EGR/ROW $ - $ - $ - 07/08/18 A2 BRD 08/22/16 EGR/ROW $ - $ - $ - 07/08/18 A5 BRD 08/10/16 EGR/ROW $ 1, $ - $ 1, /08/18 A6 BRD 08/29/16 EGR/ROW $ - $ - $ - 07/08/18 A7 BRD 08/29/16 EGR/ROW $ - $ - $ - 07/08/18 A2 BRD 08/30/16 EGR/ROW $ - $ - $ - 07/08/18 A1 BRD 08/30/16 EGR/ROW $ 36, $ (0.01) $ 36, /08/18 Amendment No. 9 provides for the Toll Roads No. 9 envelopes. Multiple firms were qualified under a competitive procurement for printing services in June When materials are required, a request for quote is submitted to all qualified firms and selected based on cost and ability to meet requirements. Amendment No. A -1 extends the contract term through 06/30/17. Year 1 of 2 option years. Amendment No. 13 provides for No 10 Window Patron Notice, No. 10 Non Window Envelope and 6x9 Tyvek Envelopes. Multiple firms were qualified under a competitive procurement for printing services in June When materials are required, a request for quote is submitted to all qualified firms and selected based on cost and ability to meet requirements. Amendment No. A -1 extends the contract term through 6/30/17. Year 1 of 2 option years. Amentment No. 1 extends the contract term through 07/31/17.. Year 1 of 2 option years. Amendment No. 4 extends the contract term through 06/30/17. Amendment No. 1 extends the contract term through 07/31/17. Year 1 of 2 option years. Amendment No. 5 extends Task Order TO-001 R2, Master Utility Infrastructure, through 10/31/16. Amendment No. 6 extends Task Order TO-002, 241/91 Express Connector Traffic Operations Analysis, through 10/31/16. Task Order implemented in Amendment No. 3 extends the Task Order TO-001, Toll Booth Removal Phase 1 Design, through 12/31/16. Amendment No. 3 extends Task Order TO-001 R2 through 10/31/16. Amendment No. 2 extends Task Order TO-001 through 06/30/17. Amendment No. 5 increased funding for Task Order No. 3, Transportation Planning and Engineering Services. Amendment No. 6 extends Task Order TO-001, Traffic Modelinga nd Technical Assistance, through 6/30/17. Amendment No. 7 extends Task Order TO-002, Origin and Destination Data Collection and Analysis, through 6/30/17. Amendment No. 2 extends Task Order TO /30/17. Amendment No. 1 authorizes Task Order TO-001; fabricate and install signing and striping improvements to prevent queue-jumping on the northbound 241 approaching the 91. Page 3 of 4

39 Amendments Approved File No. 2016J-009 Attachment 3 Agency JNT JNT JNT JNT JNT JNT JNT JNT FE Contract No K K K K K K K K K Vendor Name HCI Environmental & Engineering Corridor Management Group CMG A Joint Venture Corridor Management Group CMG A Joint Venture Corridor Management Group CMG A Joint Venture Corridor Management Group CMG A Joint Venture Corridor Management Group CMG A Joint Venture Corridor Management Group CMG A Joint Venture Corridor Management Group CMG A Joint Venture Wright Construction Services Contract Title Transponder/Lithium Battery Removal Services Design/Program Management and Specialty Services Design/Program Management and Specialty Services Design/Program Management and Specialty Services Design/Program Management and Specialty Services Design/Program Management and Specialty Services Design/Program Management and Specialty Services Design/Program Management and Specialty Services Doc Approved Approval Type Date Approved Dept F/ETCA Value SJHTCA Value Total Value Contract End Date A1 RBE 07/26/16 TO $ (148.35) $ 2, $ 2, /30/17 Amendment No. 1 extends the contract term through 6/30/17. Year 1 of 2 option years. Amendment No. 1 updates the hourly rate tables, A1 BRD 09/22/16 EGR/ROW $ - $ - $ - 04/25/21 designates a CMG representative as the authorized representative and adds staff to the Dirct Labor Costs Table. Amendment No. A -5 authorizes Task Order TO-005; A -5 BRD 07/14/16 EGR/ROW $ 2,036, $ - $ 2,036, /25/21 Project Management and Planning Services for the 241 to I5 Connection Project. Amendment No. A -6 authorizes Task Order TO-006; A -6 BRD 07/14/16 EGR/ROW $ 396, $ - $ 396, /31/18 Design Management Services for the Oso Bridge Project. Amendment No. A -7 authorizes Task Order TO-007; A -7 BRD 07/14/16 EGR/ROW $ 919, $ - $ 919, /31/20 Design Management Services for the 241/91 Connector Project Amendment No. A -8 authorizes Task Order TO-008; A -8 BRD 07/14/16 EGR/ROW $ 88, $ 87, $ 175, /31/17 Design Management Services for the Sign Enhancement Project. Amendment No. A -9 authorizes Task Order TO-009; A -9 BRD 07/14/16 EGR/ROW $ 123, $ 120, $ 244, /30/17 Design Management Services for the Toll Booth Removal Project. Amendment No. A -10 revises Task Order TO-001; A -10 BRD 08/03/16 EGR/ROW $ 900,68 $ 351,98 $ 1,252,66 04/25/21 Program Management to include administration. right of way engineering and acquisition support services. Boardroom Remodel Project CO1 BRD 07/11/16 FAC $ 18, $ 18, $ 37, /07/16 Notes Change Order No. 1 revises the Scope of Work to include the installation of two flat-screen monitors and bullet-resistant paneling over the Boardroom dais. FE K Change Order No. 2 revises the Scope of Work to Wright Construction Boardroom Remodel Project CO2 BRD 09/01/16 FAC $ 12, $ 12, $ 24, /07/16 include additional millwork and revised audio visual Services requirements. FE K Change Order No. 3 extends the contract term through Wright Construction 10/12/16 and revises the Scope of Work to include Boardroom Remodel Project CO3 BRD 09/21/16 FAC $ 4, $ 4, $ 8, /12/16 Services additional dais and podium millwork with electrical audio-visual modifications. FE K Door Service and Repair Preventive Maintenance for Amendment No. 1 provides for repairs to the Pacifica A1 RBE 08/25/16 FAC $ 2, $ - $ 2, /31/17 Building Doors lobby doors. JNT K Corodata Shredding, Inc. Shredding Services A -1 ETM 07/21/16 ADM/HR $ $ $ 24 12/31/16 Amendment No. A -1 increased funding for F16 services. FE K Psomas Amendment No. A -4 authorizes Task Order TO- 003; On-Call Biological Support A -4 BRD 09/22/16 ENV $ 8,94 $ - $ 8,94 09/30/17 Long Term Management Cost Analysis of the Upper Services Chiquita Canyon Conservation Area. FE K Psomas Amendment No. 1 revises the terms and conditions to On-Call Biological Support A1 BRD 07/21/16 ENV $ - $ - $ - 06/30/21 include electronic data liability coverage in leu of Services valuable papers liability coverage. FE K Global Geo Engineering, Inc. Geotechnical Engineering Services - Pacifica HVAC A1 ETM 07/07/16 FAC $ 1,15 $ - $ 1,15 06/30/16 $ 9,183, $ 2,743, $ 11,926, Amendment No. 1 revises the Scope of Work to address unanticipated problems with sub-grade conditions and corrections to the work ordered by the City of Irvine Building Department Inspector. Page 4 of 4

40 Purchase Requisitions Approved File No. 2016J-009 Attachment 4 Agency PO No Vendor Name Approval Type Date Approved Dept F/ETCA Value SJHTCA Value Total Value Notes South Orange County Economic Coalition Mobility VIP Reception FE P South Orange County Economic Coalition ETM 07/07/16 SP $ 4, $ - $ 4, sponsorship. Annual Adobe subscription renewal for illustrator and photo shop. Year 1 of 2 JNT P GHA Technologies, Inc. ETM 07/12/16 TO $ $ $ option years. JNT P Sigmanet, Inc. ETM 07/20/16 IT $ 2, $ 1, $ 3, Annual license renewal for Palo Alto web filter. Received 3 quotes. Annual Advisory Board Member dues. Mobility 21 is a coalition that brings together public, business and community stakeholders to pursue regional FE P Mobility21 ETM 07/26/16 SP $ 3,00 $ - $ 3,00 solutions to transportation challenges. JNT P Synegi ETM 08/15/16 IT $ 1, $ 1,33 $ 3, FE P San Clemente Chamber of Commerce ETM 08/17/16 SP $ 5,00 $ - $ 5,00 Annual Microsoft Windows Standard Server 2012 R2 Licensing. Received 3 quotes. Fiesta Street Festival Sponsorship. This annual event attracts nearly 40,000 people from San Clemente and the surrounding region. Sponsorship provides the Agencies an excellent opportunity to reach out to the community and educate residents about the Agencies' projects and initiatives. Purchase and replace two desktop MAC's for Graphics Department. JNT P CDW Government, Inc. ETM 08/17/16 IT $ 4, $ 2, $ 6, Received 3 quotes. Purchase two HP Proliant DL380 servers for the Toll Roads internal JNT P GHA Technologies, Inc. RBE 08/25/16 TO $ 25, $ 14, $ 40, applications ("VTX") database and VTX backup database. Received 3 quotes. JNT P Hispanic 100 Foundation ETM 08/29/16 CM $ 1,77 $ 1,23 $ Hispanic Lifetime Achievement Award Gala. Sponsorship includes one-year 3,00 membership. FE P Dana Point Chamber of Commerce ETM 09/02/16 SP $ 3, $ - $ Silver Chairman s Sponsorship. Sponsorship includes the Annual Turkey 3, Trot, table for four at the DP State of the City Event and table of four at the Chamber Installation and Awards event. JNT P Orange County Council of Governments ETM 09/02/16 SP $ 4,50 $ 4,50 $ Annual membership - Membership will ensure that the Agencies continue with collaboration efforts engaging on mandated and non-mandated regional 9,00 planning activities, monitoring state and federal legislation and conducting studies and projects designed to improve common governmental responsibilities and services. JNT P Rapid7 LLC ETM 09/07/16 IT $ 5, $ 3, $ Annual maintenance of Nexpose Console System, Web Scanner & PCI 9, template. Vendor is the only authorized maintenance provider. FE P Exchange Club of San Clemente ETM 09/15/16 SP $ 5,00 $ - $ Sponsorship in support of raising money to support Marine Corps and Navy 5,00 families stationed at Camp Pendleton who's lives have been greatly impacted by the conflict in the Middle East. JNT P ImageWorks ETM 09/19/16 IT $ 2, $ 2, $ Purchase a video switcher component. Contractor was initially contracted to do the AV work for the Boardroom buildout. During the buildout process a 4, change in scope required a video switcher component. It was in the best interest of the project to utilize the same contractor to integrate the switcher into the implementation. The Agencies operate 9 changeable message signs (CMS) controlled by JNT P GHA Technologies, Inc. ETM 09/20/16 TO $ $ $ software on a Windows 2003 server. Microsoft ended support for the server Agencies transitioned the CMS software to a virtual machine running Windows 2012 R2. Received 3 quotes. JNT P Source Graphics ETM 09/20/16 IT $ $ $ 1, Annual service agreement for an HP Designjet printer. Received 3 quotes. $ 71, $ 32, $ 103, Page 1 of 1

41

42 125 Pacifica, Irvine, CA / FAX 949/ DATE: November 10, 2016 TO: FROM: San Joaquin Hills Transportation Corridor Agency Board of Directors Daryn Martin, Manager of Treasury Operations SUBJECT: Investment Reports as of September 30, 2016 STAFF RECOMMENDATION: Receive and file. BACKGROUND: The San Joaquin Hills Transportation Corridor Agency (SJHTCA) is required per section VII of its investment policy to render a quarterly report to the Board of Directors detailing the types of investments in the portfolio, the dollar amount invested in each category, the rate of interest in each category, the total portfolio yield, and on a monthly basis report on the transactions for the month. DISCUSSION: Compliance Enclosed are the investment reports for the SJHTCA for the quarter ended September 30, These investment reports reflect only assets held by the Trustee (Bank of New York-Mellon), which include the 1997 and 2014 indenture accounts and four non-indenture accounts. The remaining cash and investments held directly by the Agency in demand deposits and money market fund investments is $2.3 million. There is sufficient liquidity to meet the Agency s anticipated expenditure requirements for the next six months. As of September 30, 2016, all indenture funds are invested in accordance with the permitted investment section of the respective indentures and all non-indenture funds are invested in compliance with both the California Government Code and SJHTCA Investment Policy. Portfolio Update

43 SJH Investment Reports File No. 2016S-003 November 10, 2016 Page 2 Since June 30, 2016, the book value of the portfolio increased by approximately $8.8 million to $390.5 million. The increase is primarily related to toll revenue transfers of $47.3 million, the receipt of development impact fees of $0.6 million and interest earnings of $0.3 million. The increase is partially offset by debt service payments of $34.3 million, toll operations related expenses of $4.6 million and planning, environmental and construction related expenditures of $0.5 million. In November 2014, the Agency refinanced the 1993 Bonds and a portion of the 1997 Bonds. In association with the 2014 refinancing, the Agency invested $155.6 million in Treasury Securities State and Local Government Series, also known as SLGS, at a zero percent interest rate. SLGS are special purpose securities that are issued to state and local government entities, upon their request, to assist the Agency to comply with federal tax laws and Internal Revenue Service arbitrage regulations when the entity has cash proceeds to invest from their issuance of tax exempt bonds. As the Agency experienced such favorable conditions at the time of the refinancing, the purchase of SLGS was needed to comply with yield restrictions and tax arbitrage rebate requirements. This report focuses exclusively on the earnings generated by the Agency s investment portfolio and does not reflect the positive financial impacts resulting from the savings generated by the bond refundings. The weighted average maturity of the SJHTCA portfolio, exclusive of the SLGS mentioned above, is 1.3 years. The weighted average book yield, also exclusive of the SLGS increased 12 basis points from 0.69 percent on June 30, 2016 to 0.81 percent on September 30, The resulting increase in yield is attributable to maturities being reinvested at higher rates and longer maturities. The market value of the portfolio is $0.3 million or 0.1 percent higher than book value at September 30, 2016, while the market value including accrued interest is $0.7 million or 0.2 percent higher than the book value at September 30, Market values reported herein have been obtained by Chandler Asset Management from Interactive Data Corporation. These market values are compared for reasonableness with the market values provided by the Trustee. Credit Update To maintain safety, adherence to an investment policy strategy of purchasing only top-rated securities and diversification of security types and maturities is required. As shown in Exhibit 2, approximately 84 percent of the entire portfolio is invested in U.S. Treasuries, Agency bonds and Supranationals that are rated AA+ by Standard and Poor s and Aaa by Moody s. The remainder of the portfolio is invested in money market investments and medium-term corporate notes, all rated in one of the three highest rating categories by at least two nationally recognized statistical rating agencies, and negotiable certificates of deposit and short-term commercial paper rated at least A-1/P-1, the highest rating by the two rating agencies noted above.

44 SJH Investment Reports File No. 2016S-003 November 10, 2016 Page 3 Economic Update The Federal Open Market Committee ( FOMC ) kept the federal funds rate unchanged at a range of 0.25 percent percent in September. The FOMC s overall assessment of the economy was, little changed from July. In the policy statement, the FOMC noted the labor market has continued to strengthen but inflation remains below target. The FOMC decided to wait for further evidence of continued progress toward its objectives before raising the federal funds rate. The marketimplied probability of a December rate hike, based on federal funds futures pricing, is currently greater than 65 percent. Nonfarm payrolls were lower than expected in September, up 156,000 versus the consensus forecast of 172,000. July and August payrolls were revised down by 7,000. On a trailing 3-month and 6-month basis, payrolls increased by an average of 192,000 and 169,000 per month, respectively. The unemployment rate inched up in September to 5.0 percent from 4.9 percent in August, as the participation rate increased to 62.9 percent from 62.8 percent. A broader measure of unemployment called the U-6, which includes those who are marginally attached to the labor force and employed part time for economic reasons, remained unchanged in September at 9.7 percent. Wages increased 0.2 percent in September, following a 0.1 percent increase in August. On a year-over-year basis, wages were up 2.6 percent in September, versus 2.4 percent in August. The Consumer Price Index (CPI) was up 1.1 percent year-over-year in August, versus up 0.8 percent in July. Core CPI (CPI less food and energy) was up 2.3 percent year-over-year in August, versus 2.2 percent in July. The Personal Consumption Expenditures (PCE) index was up 1.0 percent year-over-year in August, versus 0.8 percent in July. Core PCE (excluding food and energy) was up 1.7 percent year-over-year in August, versus up 1.6 percent in July. Although Core CPI is trending above 2.0 percent, the FOMC's primary inflation gauge is PCE which remains below the FOMC's 2.0 percent target. Total housing starts fell 5.8 percent in August, following growth of 1.4 percent in July. Singlefamily starts fell 6.0 percent in August while multi-family starts declined 5.4 percent. Housing starts tend to be volatile on a month-to-month basis but the underlying trend remains favorable. Notably, single-family permit growth was strong in August. According to the Case-Shiller 20-City home price index, home prices were up 5.0 percent year-over-year in July, versus up 5.1 percent year-over-year in June. Market participants estimate the economy grew at an annualized pace of about 2.7 percent in the third quarter, that represents a pick-up from first and second quarter GDP growth of 0.8 percent and 1.4, respectively. The consensus forecast calls for GDP growth of about 2.3 percent in the fourth quarter.

45 SJH Investment Reports File No. 2016S-003 November 10, 2016 Page 4 Exhibits 1. Portfolio Summary By Sector This report provides a summary of the SJHTCA total portfolio value by asset sector on a book value basis (historical cost adjusted for the cumulative amortization of premium/discount recorded to date), a market value basis (fair value based on quoted market prices) and a market value plus accrued interest basis. Also inclusive in this report are both book and market yield returns along with the percentage held within each sector based upon market value plus accrued interest. 2. Asset Sector Distribution Graphs Market Value including Accrued Interest The pie charts are representations of the percentage of each asset sector in the portfolio based upon the market value plus accrued interest. The investment policy specifies percentage limitations on certain asset categories. At September 30, 2016, the Agency holdings were all below the maximum percentage limits. 3. Holdings Report Non-Indenture Funds This report provides a detailed description and the associated ratings of each fixed income security held in the Non-Indenture SJHTCA portfolio at September 30, This report includes all Agency security holdings including money market funds and cash. The report also includes an unrealized gain/loss position, average maturity and duration for each security. All of the Agency s investments were rated at or above the minimum rating required per the Agency s investment policy and debt agreements. 4. Holdings Report Indenture Funds This report provides a detailed description and the associated ratings of each fixed income security held in the Indenture SJHTCA portfolio at September 30, This report includes all Agency security holdings including money market funds and cash. The report also includes an unrealized gain/loss position, average maturity and duration for each security. All of the Agency s investments were rated at or above the minimum rating required per the Agency s investment policy and debt agreements. 5. Portfolio Composition by Fund Indenture and Non-Indenture Funds Several fund categories have been established both outside of the indenture and in accordance with indenture provisions. All bond proceeds allocated for construction have

46 SJH Investment Reports File No. 2016S-003 November 10, 2016 Page 5 been disbursed. The construction and general reserve funds are unrestricted custody funds. The restricted custody funds are set aside for meeting current expenses. The debt service funds include net toll revenues transferred to cover debt service payments. The Senior and Junior debt service reserve funds requirements were funded at the time of the 2014 refinancing. An additional supplemental reserve was established with the refinancing and is being funded from surplus revenues. The use and occupancy fund is a reserve for operating emergencies. The enterprise fund includes revenue and expense accounts pertaining to the operation of the corridor. Net toll revenues for the current month are transferred to the appropriate debt service, reserve, and custody accounts at the beginning of the following month. 6. Transaction Ledger This schedule details the SJHTCA investment transactions during the month. 7. Definitions BUDGET: N/A 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. CONCLUSION: Enclosed are the quarterly investment reports for the San Joaquin Hills Transportation Corridor Agency (SJHTCA) as of September 30, As of September 30, 2016, all indenture funds are invested in accordance with the permitted investment section of the respective indentures and all nonindenture funds are invested in compliance with both the California Government Code and SJHTCA Investment Policy.

47 San Joaquin Hills Total Portfolio Portfolio Summary By Sector Exhibit #1 As of 9/30/2016 Sector Book Value Book Yield Market Value Accrued Interest Market Value Plus Accrued Market Yield % Held Money Market Fund FI $19,395, % $19,395, $ $19,395, % 4.96 % Negotiable CD $2,000, % $2,000,00 $ $2,000, % 0.51 % Commercial Paper $3,493, % $3,493, $ $3,493, % 0.89 % US Treasury $74,349, % $74,490, $100, $74,590, % % Agency $70,272, % $70,404, $169, $70,573, % % Supranational $2,127, % $2,129, $4, $2,134, % 0.55 % US Corporate $35,943, % $35,955, $152, $36,108, % 9.23 % Total Portfolio Excluding SLGS $207,583, % $207,868, $427, $208,295, % % US Treas SLGS $182,883, % $182,883, $ $182,883, % % Total Portfolio $390,466, % $390,752, $427, $391,179, % 10 % Page 1

48 San Joaquin Hills Total Portfolio Sector Distribution - Market Value Including Accrued Interest Exhibit #2 San Joaquin Hills Total Portfolio September 30, 2016 $391,179, June 30, 2016 $382,628, Page 1

49 San Joaquin Hills - Non-Indenture Funds Holdings Report Exhibit #3 As of 9/30/16 CUSIP Security Description Par Value/Units MONEY MARKET FUND FI Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Gain/Loss (1) Moody/S&P Fitch Maturity Duration Fidelity Institutional Govt Money Market Fund 3,267, Various 0.27 % 3,267, ,267, % 3,267, % Aaa / Total Money Market Fund FI 3,267, % 3,267, ,267, % 3,267, % Aaa / NEGOTIABLE CD 06417GPX0 Bank of Nova Scotia Yankee CD 1.21% Due 5/3/2017 2,000,00 09/28/ % 2,000,00 2,000, % 2,000, % P-1 / A-1 F Total Negotiable CD 2,000, % 2,000,00 2,000, % 2,000, % Aaa / AA Aaa COMMERCIAL PAPER 89233GKH8 Toyota Motor Credit Discount CP 0.82% Due 10/17/2016 1,000,00 03/24/ % 995, , % 999, % P-1 / A-1+ F BM18 Bank of Tokyo Mitsubishi NY Discount CP 0.84% Due 12/1/2016 1,600,00 07/28/ % 1,595, ,597, % 1,597, % P-1 / A-1 F AS12 Rabobank Nederland NV NY Discount CP 1.13% Due 5/1/ ,00 09/30/ % 496, , % 496, % P-1 / A Total Commercial Paper 3,100, % 3,087, ,094, % 3,094, % AA US TREASURY WA % Due 10/15/2016 1,500,00 12/09/ % 1,498, ,499, % 1,500, , % B % Due 2/15/ ,00 02/27/ % 550, , % 550, % K66 0.5% Due 4/30/2017 5,000,00 Various 0.60 % 4,991, ,997, % 4,998, , % 1, TB6 0.75% Due 6/30/2017 1,000,00 05/04/ % 1,001, ,000, % 1,001, , % TM % Due 8/31/2017 1,000,00 05/04/ % 997, , % 999, % TW0 0.75% Due 10/31/2017 1,700,00 04/23/ % 1,700, ,700, % 1,701, , % 1, (1) Gain/Loss values are unrealized; however, if the security is held to maturity it will not result in a gain or loss on the security. Page 1

50 San Joaquin Hills - Non-Indenture Funds Holdings Report Exhibit #3 As of 9/30/16 CUSIP Security Description Par Value/Units US TREASURY Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Gain/Loss (1) Moody/S&P Fitch Maturity Duration UR9 0.75% Due 2/28/2018 3,000,00 12/09/ % 2,979, ,986, % 3,000, , % 14, Total US Treasury 13,750, % 13,718, ,733, % 13,752, , % 19, Aaa AGENCY 3130A0C65 FHLB Note 0.625% Due 12/28/2016 3,220,00 Various 0.65 % 3,217, ,219, % 3,222, , % 2, EADU0 FHLMC Note 0.5% Due 1/27/2017 1,300,00 06/25/ % 1,297, ,299, % 1,300, , % EADT3 FHLMC Note 0.875% Due 2/22/2017 1,500,00 03/28/ % 1,502, ,500, % 1,502, , % 1, EADC0 FHLMC Note 1% Due 3/8/2017 1,500,00 03/24/ % 1,504, ,501, % 1,503, % 1, N0 FHLB Note 0.875% Due 3/10/2017 3,000,00 12/21/ % 2,999,49 2,999, % 3,005, , % 5, A1NN4 FHLB Note 0.875% Due 5/24/2017 4,500,00 07/31/ % 4,517, ,506, % 4,510, , % 3, EADH9 FHLMC Note 1% Due 6/29/2017 4,000,00 07/31/ % 4,024, ,009, % 4,011, , % 1, KR44 FFCB Note 1.5% Due 11/8/2017 1,000,00 03/24/ % 1,009,88 1,006, % 1,007, , % A7CX1 FHLB Note 0.875% Due 3/19/2018 1,000,00 03/28/ % 999,40 999, % 1,000, % 1, EFV87 FFCB Note 0.875% Due 3/29/2018 1,500,00 07/27/ % 1,501, ,501, % 1,500, % (285.62) A8TF0 FHLB Note 0.8% Due 8/15/2018 1,500,00 07/27/ % 1,497,27 1,497, % 1,497, , % (88.44) G0YT4 FNMA Note 1.625% Due 11/27/2018 1,500,00 07/27/ % 1,525,71 1,523, % 1,524, , % BR5 FHLB Note 1.75% Due 12/14/2018 1,500,00 07/27/ % 1,528, ,526, % 1,527, , % G0H63 FNMA Note 1.375% Due 1/28/2019 1,500,00 07/27/ % 1,517,76 1,516, % 1,516, , % EF3V7 FFCB Note 0.875% Due 2/15/2019 1,500,00 07/27/ % 1,497, ,497, % 1,497, , % (240.77) (1) Gain/Loss values are unrealized; however, if the security is held to maturity it will not result in a gain or loss on the security. Page 2

51 San Joaquin Hills - Non-Indenture Funds Holdings Report Exhibit #3 As of 9/30/16 CUSIP Security Description Par Value/Units AGENCY Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Gain/Loss (1) Moody/S&P Fitch Maturity Duration 3133EGSC0 FFCB Note 1% Due 8/26/2019 2,500,00 08/30/ % 2,497, ,497, % 2,498,72 2, % 1, Total Agency 32,520, % 32,637, ,604, % 32,625, , % 21, Aaa SUPRANATIONAL DU4 Intl. Bank Recon & Development Note 0.75% Due 12/15/2016 2,128,00 12/22/ % 2,125, ,127, % 2,129, , % 2, Aaa / Total Supranational 2,128, % 2,125, ,127, % 2,129, , % 2, Aaa / Aaa US CORPORATE 91159HHB9 US Bancorp Callable Note Cont 10/14/ % Due 11/15/2016 1,700,00 12/21/ % 1,716, ,700, % 1,700, , % (150.34) A1 / A+ AA GJ4 IBM Corp Note 5.7% Due 9/14/2017 2,000,00 04/18/ % 2,133,04 2,090, % 2,087, , % (3,762.89) Aa3 / AA- A XAN5 Oracle Corp Note 1.2% Due 10/15/2017 1,000,00 09/28/ % 1,001,69 1,000, % 1,000, , % (824.08) A1 / AA- A BFG0 Wells Fargo Corp Note 1.5% Due 1/16/2018 1,000,00 09/24/ % 999,07 999, % 1,001, , % 1, A2 / A AA GAU6 Exxon Mobil Corp Note 1.439% Due 3/1/ ,00 03/24/ % 638, , % 637, % EKD0 JP Morgan Chase Callable Note Cont 2/1/ % Due 3/1/2018 2,000,00 04/18/ % 2,008,84 2,006, % 2,006, , % (566.05) A3 / A- A AV2 Chevron Corp Note 1.365% Due 3/2/ ,00 03/23/ % 365, , % 365, % Aa2 / AA AJ9 Apple Inc Note 1% Due 5/3/2018 1,000,00 03/24/ % 999,56 999, % 998, , % (1,058.50) Aa1 / AA AE0 Chevron Corp Callable Note Cont 5/24/ % Due 6/24/2018 1,000,00 03/23/ % 1,006,47 1,005, % 1,008, , % 3, Aa2 / AA WAW1 American Honda Finance Note 1.6% Due 7/13/ ,00 06/29/ % 506,04 505, % 504, , % (1,177.44) A1 / A TCP8 Toyota Motor Credit Corp Note 1.55% Due 7/13/ ,00 06/29/ % 910, , % 904, , % (4,076.93) Aa3 / AA- A (1) Gain/Loss values are unrealized; however, if the security is held to maturity it will not result in a gain or loss on the security. Page 3

52 San Joaquin Hills - Non-Indenture Funds Holdings Report Exhibit #3 As of 9/30/16 CUSIP Security Description Par Value/Units US CORPORATE Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Gain/Loss (1) Moody/S&P Fitch Maturity Duration 24422EQV4 John Deere Capital Corp Note 5.75% Due 9/10/2018 1,400,00 Various 1.05 % 1,542, ,526, % 1,518, , % (7,930.46) A2 / A TDE2 Toyota Motor Credit Corp Note 1.4% Due 5/20/ ,00 08/30/ % 602, , % 600, , % (1,242.92) Aa3 / AA- A WBE0 American Honda Finance Note 1.2% Due 7/12/2019 1,300,00 07/27/ % 1,299, ,299, % 1,292, , % (6,729.84) A1 / A CK5 Berkshire Hathaway Note 1.3% Due 8/15/2019 2,400,00 08/30/ % 2,400, ,400, % 2,404, , % 3, Aa2 / AA A GAG7 Exxon Mobil Corp Callable Note Cont 2/6/ % Due 3/6/2020 1,000,00 05/19/ % 1,006,08 1,005, % 1,018, , % 12, BGR5 Wells Fargo Corp Note 2.55% Due 12/7/2020 1,000,00 05/19/ % 1,014,54 1,013, % 1,019, , % 6, A2 / A AA Total US Corporate 19,800, % 20,150, ,067, % 20,068, , % 1, A1 / AA- A TOTAL PORTFOLIO 76,565, % 76,986, ,894, % 76,938, , % 43, Aa1 / AA Aaa TOTAL MARKET VALUE PLUS ACCRUED 77,105, (1) Gain/Loss values are unrealized; however, if the security is held to maturity it will not result in a gain or loss on the security. Page 4

53 San Joaquin Hills - Indenture Funds Holdings Report Exhibit #4 As of 9/30/16 CUSIP Security Description Par Value/Units MONEY MARKET FUND FI Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Gain/Loss (1) Moody/S&P Fitch Maturity Duration 09248U718 Blackrock Treasury Money Market Fund 15,752, Various 0.21 % 15,752, ,752, % 15,752, % Aaa / Fidelity Institutional Govt Money Market Fund 374, Various 0.27 % 374, , % 374, % Aaa / Total Money Market Fund FI 16,127, % 16,127, ,127, % 16,127, % Aaa / Aaa COMMERCIAL PAPER 06538BKS1 Bank of Tokyo Mitsubishi NY Discount CP 0.75% Due 10/26/ ,00 06/28/ % 299,25 299, % 299, % P-1 / A-1 F BKS1 Bank of Tokyo Mitsubishi NY Discount CP 0.75% Due 10/26/ ,00 06/28/ % 99,75 99, % 99, % P-1 / A-1 F Total Commercial Paper 400, % 399,00 399, % 399, % Aaa / AA AA US TREASURY RU % Due 11/30/ ,00 06/25/ % 381, , % 380, , % KC2 US Treasury Bill 0.4% Due 1/12/ ,915,00 07/25/ % 10,894, ,902, % 10,902, % P-1 / A-1+ F KC2 US Treasury Bill 0.295% Due 1/12/ ,475,00 Various 0.30 % 24,448, ,454, % 24,454, % P-1 / A-1+ F A % Due 1/15/ ,00 09/24/ % 712, , % 710, , % A % Due 1/15/ ,00 09/24/ % 225, , % 225, % A % Due 1/15/ ,00 09/24/ % 75, , % 75, SC % Due 1/31/ ,00 06/19/ % 382, , % 380, % B % Due 2/15/ ,00 02/27/ % 600, , % 600, % B % Due 2/15/2017 1,010,00 09/24/ % 1,011, ,010, % 1,010, % J35 0.5% Due 2/28/ ,00 06/25/ % 379, , % 380, % SY % Due 5/31/ ,00 06/16/ % 379, , % 380, % (1) Gain/Loss values are unrealized; however, if the security is held to maturity it will not result in a gain or loss on the security. Page 1

54 San Joaquin Hills - Indenture Funds Holdings Report Exhibit #4 As of 9/30/16 CUSIP Security Description Par Value/Units US TREASURY Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Gain/Loss (1) Moody/S&P Fitch Maturity Duration SY % Due 5/31/ ,00 09/23/ % 74, , % 75, SY % Due 5/31/ ,00 09/23/ % 649, , % 650, , % SY % Due 5/31/ ,00 09/23/ % 224, , % 225, % SY % Due 5/31/ ,00 09/23/ % 54, , % 55, TG5 0.5% Due 7/31/2017 1,005,00 09/24/ % 1,002, ,003, % 1,004, % TM % Due 8/31/ ,00 09/24/ % 169, , % 169, % TM % Due 8/31/ ,00 09/24/ % 474, , % 474, % TM % Due 8/31/ ,00 09/24/ % 224, , % 224, % TM % Due 8/31/ ,00 09/24/ % 74, , % 74, TM % Due 8/31/ ,00 09/24/ % 54, , % 54, UA % Due 11/30/ ,00 06/25/ % 377, , % 379, % UE8 0.75% Due 12/31/2017 1,010,00 09/24/ % 1,009, ,009, % 1,010, , % UJ % Due 1/31/ ,00 06/25/ % 379, , % 380, % 1, UJ % Due 1/31/ ,00 09/23/ % 710, , % 711, , % 1, UJ % Due 1/31/ ,00 09/23/ % 225, , % 225, % UJ % Due 1/31/ ,00 09/23/ % 75, , % 75, UR9 0.75% Due 2/28/ ,00 12/15/ % 64, , % 65, UU2 0.75% Due 3/31/ ,00 06/25/ % 377, , % 380, % 1, UU2 0.75% Due 3/31/ ,00 09/23/ % 707, , % 710, % 1, UU2 0.75% Due 3/31/ ,00 09/23/ % 224, , % 225, % (1) Gain/Loss values are unrealized; however, if the security is held to maturity it will not result in a gain or loss on the security. Page 2

55 San Joaquin Hills - Indenture Funds Holdings Report Exhibit #4 As of 9/30/16 CUSIP Security Description Par Value/Units US TREASURY Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Gain/Loss (1) Moody/S&P Fitch Maturity Duration UU2 0.75% Due 3/31/ ,00 09/23/ % 74, , % 75, XA3 1% Due 5/15/ ,00 06/17/ % 379, , % 381, , % 2, VE7 1% Due 5/31/ ,00 09/25/ % 175, , % 175, % VE7 1% Due 5/31/ ,00 09/25/ % 55, , % 55, VK % Due 6/30/ ,00 06/25/ % 383, , % 383, , % 2, A % Due 11/30/ ,00 06/25/ % 379, , % 383, , % 3, A % Due 11/30/ ,00 09/23/ % 176, , % 176, % A % Due 11/30/ ,00 09/23/ % 55, , % 55, SD3 1.25% Due 1/31/ ,00 01/29/ % 206, , % 206, % SD3 1.25% Due 1/31/ ,00 01/29/ % 65, , % 65, UB4 1% Due 11/30/ ,00 02/01/ % 277, , % 280, % 2, UF % Due 12/31/2019 2,955,00 Various 0.97 % 2,970, ,970, % 2,971, , % 1, VA % Due 4/30/ ,00 02/01/ % 278, , % 281, , % 2, VA % Due 4/30/ ,00 05/27/ % 224, , % 225, , % 1, G % Due 12/31/2021 7,022,00 Various 1.45 % 7,280, ,261, % 7,340, , % 79, N % Due 12/31/ ,00 05/17/ % 995, , % 1,004, , % 11, Total US Treasury 60,367, % 60,626, ,616, % 60,737, , % 121, Aaa / Aaa US TREAS SLGS S353475$0 US Treasury SLGS Due 1/15/ ,956,37 11/06/2014 % 117,956,37 117,956,37 10 % 117,956, % S353479$0 US Treasury SLGS Due 1/15/ ,393, /06/2014 % 27,393, ,393, % 27,393, % (1) Gain/Loss values are unrealized; however, if the security is held to maturity it will not result in a gain or loss on the security. Page 3

56 San Joaquin Hills - Indenture Funds Holdings Report Exhibit #4 As of 9/30/16 CUSIP Security Description Par Value/Units US TREAS SLGS Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Gain/Loss (1) Moody/S&P Fitch Maturity Duration S353480$0 US Treasury SLGS Due 1/15/ ,206, /06/2014 % 10,206, ,206, % 10,206, % S353480$1 US Treasury SLGS Due 1/15/ ,182,64 12/30/2015 % 14,182,64 14,182,64 10 % 14,182, % S353480$2 US Treasury SLGS Due 1/15/2027 5,083, /21/2016 % 5,083, ,083, % 5,083, % S353480$3 US Treasury SLGS Due 1/15/2027 3,535, /27/2016 % 3,535, ,535, % 3,535, % S353480$4 US Treasury SLGS Due 1/15/2027 4,525, /26/2016 % 4,525, ,525, % 4,525, % Total US Treas SLGS 182,883, N/A 182,883, ,883, % 182,883, % Aaa AGENCY 3135G0ES8 FNMA Note 1.375% Due 11/15/ ,00 09/24/ % 990, , % 981, , % G0ES8 FNMA Note 1.375% Due 11/15/ ,00 10/06/ % 340, , % 337, , % (11.52) A3J70 FHLB Note 0.625% Due 11/23/ ,00 09/28/ % 986, , % 985, , % A3J70 FHLB Note 0.625% Due 11/23/ ,00 10/06/ % 340, , % 340, % PV2 FHLB Note 1.625% Due 12/9/ ,00 09/24/ % 527, , % 521, , % PV2 FHLB Note 1.625% Due 12/9/ ,00 09/24/ % 471, , % 466, , % PV2 FHLB Note 1.625% Due 12/9/ ,00 10/09/ % 339, , % 335, , % EADT3 FHLMC Note 0.875% Due 2/22/ ,00 09/24/ % 281, , % 280, % EADT3 FHLMC Note 0.875% Due 2/22/ ,00 09/24/ % 467, , % 465, % EADT3 FHLMC Note 0.875% Due 2/22/ ,00 09/24/ % 175, , % 175, % EADT3 FHLMC Note 0.875% Due 2/22/ ,00 09/24/ % 75, , % 75, EADT3 FHLMC Note 0.875% Due 2/22/ ,00 10/05/ % 341, , % 340, % A4FR8 FHLB Note 0.75% Due 3/2/ ,00 09/28/ % 982, , % 981, % 1, (1) Gain/Loss values are unrealized; however, if the security is held to maturity it will not result in a gain or loss on the security. Page 4

57 San Joaquin Hills - Indenture Funds Holdings Report Exhibit #4 As of 9/30/16 CUSIP Security Description Par Value/Units AGENCY Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Gain/Loss (1) Moody/S&P Fitch Maturity Duration 3135G0VM2 FNMA Callable Note 1X 3/14/ % Due 3/14/ ,00 09/24/ % 561, , % 560, % G0VM2 FNMA Callable Note 1X 3/14/ % Due 3/14/ ,00 09/24/ % 466, , % 465, % G0VM2 FNMA Callable Note 1X 3/14/ % Due 3/14/ ,00 09/24/ % 75, , % 75, G0VM2 FNMA Callable Note 1X 3/14/ % Due 3/14/ ,00 09/24/ % 55, , % 55, G0VM2 FNMA Callable Note 1X 3/14/ % Due 3/14/ ,00 09/24/ % 45, , % 45, % G0VM2 FNMA Callable Note 1X 3/14/ % Due 3/14/ ,00 10/06/ % 341, , % 340, % G0JA2 FNMA Note 1.125% Due 4/27/ ,00 09/24/ % 463, , % 461, , % G0JA2 FNMA Note 1.125% Due 4/27/ ,00 09/24/ % 468, , % 466, , % G0JA2 FNMA Note 1.125% Due 4/27/ ,00 09/24/ % 55, , % 55, EADF3 FHLMC Note 1.25% Due 5/12/ ,00 09/23/ % 989, , % 984, , % EADF3 FHLMC Note 1.25% Due 5/12/ ,00 10/05/ % 343, , % 341, , % (38.85) FW4 FHLB Note 1% Due 6/9/ ,00 09/24/ % 985, , % 982, , % FW4 FHLB Note 1% Due 6/9/ ,00 10/07/ % 336, , % 335, , % EADJ5 FHLMC Note 1% Due 7/28/ ,00 09/24/ % 991, , % 988, , % EADJ5 FHLMC Note 1% Due 7/28/ ,00 10/05/ % 342, , % 341, % (96.85) SZ2 FHLB Note 2.25% Due 9/8/ ,00 09/24/ % 993, , % 978, , % (495.76) G0PP2 FNMA Callable Note 1X 9/20/2013 1% Due 9/20/ ,00 09/24/ % 990, , % 987, % (167.09) G0PP2 FNMA Callable Note 1X 9/20/2013 1% Due 9/20/ ,00 10/05/ % 342, , % 340, % (212.45) EEQX1 FFCB Note 1% Due 9/25/ ,00 09/24/ % 633, , % 631, % EEQX1 FFCB Note 1% Due 9/25/ ,00 09/24/ % 467, , % 466, % (1) Gain/Loss values are unrealized; however, if the security is held to maturity it will not result in a gain or loss on the security. Page 5

58 San Joaquin Hills - Indenture Funds Holdings Report Exhibit #4 As of 9/30/16 CUSIP Security Description Par Value/Units AGENCY Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Gain/Loss (1) Moody/S&P Fitch Maturity Duration 3133EEQX1 FFCB Note 1% Due 9/25/ ,00 09/24/ % 55, , % 55, EEQX1 FFCB Note 1% Due 9/25/ ,00 09/24/ % 45, , % 45, % EEQX1 FFCB Note 1% Due 9/25/ ,00 10/09/ % 341, , % 341, % G0PQ0 FNMA Note 0.875% Due 10/26/ ,00 09/24/ % 220, , % 220, % G0PQ0 FNMA Note 0.875% Due 10/26/ ,00 09/24/ % 466, , % 465, , % G0PQ0 FNMA Note 0.875% Due 10/26/ ,00 09/24/ % 175, , % 175, % G0PQ0 FNMA Note 0.875% Due 10/26/ ,00 09/24/ % 75, , % 75, G0PQ0 FNMA Note 0.875% Due 10/26/ ,00 09/24/ % 55, , % 55, G0PQ0 FNMA Note 0.875% Due 10/26/ ,00 10/05/ % 341, , % 340, , % (173.78) EFWC7 FFCB Note 0.875% Due 11/27/ ,00 01/29/ % 210, , % 210, % EFWC7 FFCB Note 0.875% Due 11/27/ ,00 02/01/ % 70, , % 70, A3HF4 FHLB Note 1.125% Due 12/8/ ,00 01/29/ % 271, , % 271, % EADN6 FHLMC Note 0.75% Due 1/12/ ,00 09/25/ % 858, , % 859, , % EADN6 FHLMC Note 0.75% Due 1/12/ ,00 09/25/ % 74, , % 74, EADN6 FHLMC Note 0.75% Due 1/12/ ,00 09/25/ % 54, , % 54, EADN6 FHLMC Note 0.75% Due 1/12/ ,00 10/06/ % 339, , % 339, % (59.51) G0TG8 FNMA Note 0.875% Due 2/8/ ,00 09/25/ % 994, , % 996, , % 1, G0TG8 FNMA Note 0.875% Due 2/8/ ,00 10/06/ % 340, , % 340, % (13.24) A43 FHLB Note 1.375% Due 3/9/2018 1,090,00 09/25/ % 1,101, ,096, % 1,098, % 1, A43 FHLB Note 1.375% Due 3/9/ ,00 09/25/ % 55, , % 55, (1) Gain/Loss values are unrealized; however, if the security is held to maturity it will not result in a gain or loss on the security. Page 6

59 San Joaquin Hills - Indenture Funds Holdings Report Exhibit #4 As of 9/30/16 CUSIP Security Description Par Value/Units AGENCY Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Gain/Loss (1) Moody/S&P Fitch Maturity Duration A43 FHLB Note 1.375% Due 3/9/ ,00 09/25/ % 45, , % 45, % A43 FHLB Note 1.375% Due 3/9/ ,00 10/07/ % 339, , % 337, % A4GJ5 FHLB Note 1.125% Due 4/25/ ,00 09/25/ % 984, , % 984, , % 2, A4GJ5 FHLB Note 1.125% Due 4/25/ ,00 10/09/ % 337, , % 336, , % G0WJ8 FNMA Note 0.875% Due 5/21/2018 1,000,00 09/25/ % 996, , % 1,000, , % 2, G0WJ8 FNMA Note 0.875% Due 5/21/ ,00 10/06/ % 340, , % 340, , % EFSH1 FFCB Note 1.17% Due 6/14/ ,00 12/15/ % 169, , % 170, % EFSH1 FFCB Note 1.17% Due 6/14/ ,00 12/15/ % 54, , % 55, G0E33 FNMA Note 1.125% Due 7/20/ ,00 09/25/ % 230, , % 231, % G0E33 FNMA Note 1.125% Due 7/20/ ,00 10/08/ % 341, , % 341, % K48 FHLB Note 2% Due 9/14/ ,00 11/19/ % 306, , % 306, % 1, G0E58 FNMA Note 1.125% Due 10/19/ ,00 09/23/ % 175, , % 175, % G0E58 FNMA Note 1.125% Due 10/19/ ,00 09/23/ % 55, , % 55, G0E58 FNMA Note 1.125% Due 10/19/ ,00 10/06/ % 341, , % 341, , % EFSJ7 FFCB Note 1.3% Due 12/14/ ,00 12/15/ % 224, , % 226, % 2, QK0 FHLB Note 1.875% Due 3/8/ ,00 07/28/ % 358, , % 357, % (399.33) EADG1 FHLMC Note 1.75% Due 5/30/ ,00 01/05/ % 191, , % 193, , % 2, EADG1 FHLMC Note 1.75% Due 5/30/ ,00 02/01/ % 71, , % 71, EADG1 FHLMC Note 1.75% Due 5/30/ ,00 05/13/ % 55, , % 55, EADG1 FHLMC Note 1.75% Due 5/30/ ,00 05/13/ % 153, , % 153, % (1) Gain/Loss values are unrealized; however, if the security is held to maturity it will not result in a gain or loss on the security. Page 7

60 San Joaquin Hills - Indenture Funds Holdings Report Exhibit #4 As of 9/30/16 CUSIP Security Description Par Value/Units AGENCY Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Gain/Loss (1) Moody/S&P Fitch Maturity Duration EE5 FHLB Note 1.625% Due 6/14/ ,00 07/28/ % 356, , % 355, , % (737.65) EADK2 FHLMC Note 1.25% Due 8/1/ ,00 09/23/ % 772, , % 780, , % 7, EADK2 FHLMC Note 1.25% Due 8/1/ ,00 10/07/ % 340, , % 342, % 2, EGSC0 FFCB Note 1% Due 8/26/ ,00 08/30/ % 169, , % 169, % G0ZG1 FNMA Note 1.75% Due 9/12/ ,00 02/01/ % 71, , % 71, G0ZG1 FNMA Note 1.75% Due 9/12/ ,00 02/01/ % 208, , % 209, % 1, FB8 FHLB Note 1.375% Due 9/13/ ,00 11/24/ % 298, , % 303, % 3, EDVE9 FFCB Note 1.9% Due 9/18/ ,00 08/16/ % 195, , % 194, % (77.25) EDVE9 FFCB Note 1.9% Due 9/18/ ,00 08/16/ % 66, , % 66, (26.42) EADM8 FHLMC Note 1.25% Due 10/2/ ,00 09/23/ % 989, , % 1,002, , % 11, EADM8 FHLMC Note 1.25% Due 10/2/ ,00 10/09/ % 338, , % 342, , % 3, XVRK9 FHLB Note 4.125% Due 12/13/ ,00 08/22/ % 175, , % 175, , % (52.69) G3L73 FHLMC Callable Note 1X 9/26/ % Due 12/26/ ,00 09/27/ % 274, , % 273, % (394.12) G0A78 FNMA Note 1.625% Due 1/21/ ,00 01/05/ % 414, , % 422, , % 7, G0A78 FNMA Note 1.625% Due 1/21/ ,00 01/05/ % 194, , % 198, % 3, G0A78 FNMA Note 1.625% Due 1/21/ ,00 02/08/ % 264, , % 264, % G0A78 FNMA Note 1.625% Due 1/21/ ,00 12/15/ % 194, , % 198, % 3, G0A78 FNMA Note 1.625% Due 1/21/ ,00 12/15/ % 64, , % 66, , EADR7 FHLMC Note 1.375% Due 5/1/ ,00 02/01/ % 280, , % 283, , % 2, EADR7 FHLMC Note 1.375% Due 5/1/ ,00 05/27/ % 472, , % 475, , % 3, (1) Gain/Loss values are unrealized; however, if the security is held to maturity it will not result in a gain or loss on the security. Page 8

61 San Joaquin Hills - Indenture Funds Holdings Report Exhibit #4 As of 9/30/16 CUSIP Security Description Par Value/Units AGENCY Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Gain/Loss (1) Moody/S&P Fitch Maturity Duration 3137EADR7 FHLMC Note 1.375% Due 5/1/ ,00 05/27/ % 75, , % 75, G44G0 FHLMC Callable Note 1X 5/22/ % Due 5/22/ ,00 02/22/ % 403, , % 403, , % 1, G0D75 FNMA Note 1.5% Due 6/22/ ,00 12/15/ % 257, , % 263, , % 6, G0H55 FNMA Note 1.875% Due 12/28/ ,00 05/27/ % 699, , % 704, , % 5, A7CV5 FHLB Note 1.375% Due 2/18/ ,00 04/26/ % 661, , % 669, , % 6, A7CV5 FHLB Note 1.375% Due 2/18/ ,00 05/27/ % 373, , % 377, % 3, A7CV5 FHLB Note 1.375% Due 2/18/ ,00 Various 1.46 % 224, , % 226, % 2, G0J20 FNMA Note 1.375% Due 2/26/ ,00 05/27/ % 199, , % 201, % 1, G0J20 FNMA Note 1.375% Due 2/26/ ,00 05/27/ % 463, , % 468, % 4, G0J20 FNMA Note 1.375% Due 2/26/ ,00 05/27/ % 74, , % 75, Total Agency 37,546, % 37,768, ,668, % 37,778, , % 110, Aaa US CORPORATE 68389XAN5 Oracle Corp Note 1.2% Due 10/15/ ,00 10/08/ % 190, , % 190, , % (319.24) A1 / AA- A WAQ4 American Honda Finance Note 1.55% Due 12/11/ ,00 09/25/ % 231, , % 231, , % A1 / A WAQ4 American Honda Finance Note 1.55% Due 12/11/ ,00 09/25/ % 35, , % 35, % A1 / A WAQ4 American Honda Finance Note 1.55% Due 12/11/ ,00 10/23/ % 191, , % 190, % 5.68 A1 / A BFG0 Wells Fargo Corp Note 1.5% Due 1/16/ ,00 09/24/ % 239, , % 240, % A2 / A AA BFG0 Wells Fargo Corp Note 1.5% Due 1/16/ ,00 10/06/ % 190, , % 190, % A2 / A AA BH0 Berkshire Hathaway Note 1.55% Due 2/9/ ,00 09/24/ % 110, , % 110, % Aa2 / AA A BH0 Berkshire Hathaway Note 1.55% Due 2/9/ ,00 09/28/ % 252, , % 251, % Aa2 / AA A (1) Gain/Loss values are unrealized; however, if the security is held to maturity it will not result in a gain or loss on the security. Page 9

62 San Joaquin Hills - Indenture Funds Holdings Report Exhibit #4 As of 9/30/16 CUSIP Security Description Par Value/Units US CORPORATE Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Gain/Loss (1) Moody/S&P Fitch Maturity Duration BH0 Berkshire Hathaway Note 1.55% Due 2/9/ ,00 09/28/ % 45, , % 45, % Aa2 / AA A AV2 Chevron Corp Note 1.365% Due 3/2/ ,00 09/24/ % 260, , % 260, % Aa2 / AA AK1 Charles Schwab Corp Callable Note Cont 2/10/ % Due 3/10/ ,00 12/15/ % 104, , % 105, % A2 / A A AK1 Charles Schwab Corp Callable Note Cont 2/10/ % Due 3/10/ ,00 12/15/ % 34, , % 35, % A2 / A A G6W9 General Electric Capital Corp Note 1.625% Due 4/2/ ,00 01/29/ % 40, , % 40, % A1 / AA- AA G6W9 General Electric Capital Corp Note 1.625% Due 4/2/ ,00 01/29/ % 126,27 125, % 126, , % A1 / AA- AA G6W9 General Electric Capital Corp Note 1.625% Due 4/2/ ,00 11/19/ % 190, , % 191, , % 1, A1 / AA- AA AJ9 Apple Inc Note 1% Due 5/3/ ,00 09/24/ % 238, , % 239, % Aa1 / AA AJ9 Apple Inc Note 1% Due 5/3/ ,00 10/07/ % 189, , % 189, % 9.67 Aa1 / AA AG8 Qualcomm Inc Note 1.4% Due 5/18/ ,00 07/28/ % 352, , % 350, , % (1,998.24) A1 / A ESX8 John Deere Capital Corp Note 1.6% Due 7/13/ ,00 10/01/ % 140, , % 140, % A2 / A ESX8 John Deere Capital Corp Note 1.6% Due 7/13/ ,00 10/01/ % 85, , % 85, % A2 / A ESX8 John Deere Capital Corp Note 1.6% Due 7/13/ ,00 10/01/ % 35, , % 35, % A2 / A BY6 Berkshire Hathaway Note 2% Due 8/15/ ,00 06/28/ % 317, , % 314, % (1,784.93) Aa2 / AA A EQV4 John Deere Capital Corp Note 5.75% Due 9/10/ ,00 06/28/ % 230, , % 227, % (826.71) A2 / A TAY1 Toyota Motor Credit Corp Note 2% Due 10/24/ ,00 09/25/ % 241, , % 243, , % 2, Aa3 / AA- A HHE3 US Bancorp Callable Note Cont 10/15/ % Due 11/15/ ,00 07/06/ % 377, , % 374, , % (2,444.38) A1 / A+ AA HHE3 US Bancorp Callable Note Cont 10/15/ % Due 11/15/ ,00 07/06/ % 35, , % 35, % (231.22) A1 / A+ AA BFQ8 Wells Fargo Corp Note 2.15% Due 1/15/2019 1,185,00 08/22/ % 1,208, ,207, % 1,199, , % (7,406.75) A2 / A AA (1) Gain/Loss values are unrealized; however, if the security is held to maturity it will not result in a gain or loss on the security. Page 10

63 San Joaquin Hills - Indenture Funds Holdings Report Exhibit #4 As of 9/30/16 CUSIP Security Description Par Value/Units US CORPORATE Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Gain/Loss (1) Moody/S&P Fitch Maturity Duration 17275RAE2 Cisco Systems Note 4.95% Due 2/15/ ,00 07/28/ % 339, , % 336, , % (1,787.71) A1 / AA BQ2 Apple Inc Note 1.7% Due 2/22/ ,00 07/28/ % 259, , % 257, % (992.07) Aa1 / AA BQ2 Apple Inc Note 1.7% Due 2/22/ ,00 07/28/ % 86, , % 85, % (330.69) Aa1 / AA AJ6 ChevronTexaco Corp Note 4.95% Due 3/3/ ,00 07/06/ % 615, , % 606, , % (4,387.40) Aa2 / AA BFU9 Wells Fargo Corp Note 2.125% Due 4/22/ ,00 05/13/ % 61, , % 60, (144.13) A2 / A AA HHH6 US Bancorp Callable Note Cont 3/25/ % Due 4/25/ ,00 01/05/ % 257, , % 260, , % 3, A1 / A+ AA HHH6 US Bancorp Callable Note Cont 3/25/ % Due 4/25/ ,00 02/08/ % 193, , % 193, , % A1 / A+ AA HHH6 US Bancorp Callable Note Cont 3/25/ % Due 4/25/ ,00 09/24/ % 40, , % 40, % A1 / A+ AA HHH6 US Bancorp Callable Note Cont 3/25/ % Due 4/25/ ,00 Various 1.39 % 271, , % 270, , % A1 / A+ AA HHH6 US Bancorp Callable Note Cont 3/25/ % Due 4/25/ ,00 Various 1.42 % 76, , % 76, A1 / A+ AA RN28 Paccar Financial Corp Note 1.3% Due 5/10/ ,00 07/28/ % 90, , % 90, % (302.32) A1 / A RN28 Paccar Financial Corp Note 1.3% Due 5/10/ ,00 07/28/ % 266, , % 265, , % (890.17) A1 / A TDE2 Toyota Motor Credit Corp Note 1.4% Due 5/20/ ,00 08/30/ % 597, , % 595, , % (1,342.19) Aa3 / AA- A TBP9 Toyota Motor Credit Corp Note 2.125% Due 7/18/ ,00 06/28/ % 71, , % 71, (399.87) Aa3 / AA- A TBP9 Toyota Motor Credit Corp Note 2.125% Due 7/18/ ,00 06/28/ % 271, , % 269, , % (1,513.79) Aa3 / AA- A CK5 Berkshire Hathaway Note 1.3% Due 8/15/ ,00 08/30/ % 244, , % 245, % Aa2 / AA A RBG6 Cisco Systems Note 1.4% Due 9/20/ ,00 09/27/ % 481, , % 480, % (693.48) A1 / AA RBG6 Cisco Systems Note 1.4% Due 9/20/ ,00 09/27/ % 225, , % 225, % (325.07) A1 / AA (1) Gain/Loss values are unrealized; however, if the security is held to maturity it will not result in a gain or loss on the security. Page 11

64 San Joaquin Hills - Indenture Funds Holdings Report Exhibit #4 As of 9/30/16 CUSIP Security Description Par Value/Units US CORPORATE Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Gain/Loss (1) Moody/S&P Fitch Maturity Duration 17275RBG6 Cisco Systems Note 1.4% Due 9/20/ ,00 09/27/ % 75, , % 75, (108.35) A1 / AA XAX3 Oracle Corp Note 2.25% Due 10/8/ ,00 08/16/ % 783, , % 778, , % (4,096.54) A1 / AA- A GAG7 Exxon Mobil Corp Callable Note Cont 2/6/ % Due 3/6/ ,00 05/31/ % 219, , % 222, % 2, GAG7 Exxon Mobil Corp Callable Note Cont 2/6/ % Due 3/6/ ,00 05/31/ % 206, , % 208, % 2, GAG7 Exxon Mobil Corp Callable Note Cont 2/6/ % Due 3/6/ ,00 05/31/ % 196, , % 198, % 2, GAG7 Exxon Mobil Corp Callable Note Cont 2/6/ % Due 3/6/ ,00 05/31/ % 65, , % 66, HLW8 JP Morgan Chase Callable Note Cont 5/23/ % Due 6/23/ ,00 04/26/ % 255,26 254, % 257, , % 2, A3 / A- A HLW8 JP Morgan Chase Callable Note Cont 5/23/ % Due 6/23/ ,00 04/26/ % 35, , % 36, % A3 / A- A HLW8 JP Morgan Chase Callable Note Cont 5/23/ % Due 6/23/ ,00 06/28/ % 82, , % 82, % (163.97) A3 / A- A HLW8 JP Morgan Chase Callable Note Cont 5/23/ % Due 6/23/ ,00 06/28/ % 67, , % 66, (133.22) A3 / A- A AQ3 Intel Corp Note 2.45% Due 7/29/ ,00 06/09/ % 610, , % 610, , % 1, A1 / A+ A DC9 Pepsico Inc. Callable Note Cont 9/14/ % Due 10/14/ ,00 06/07/ % 306, , % 307, , % 1, A1 / A A HNX4 JP Morgan Chase Callable Note Cont 09/29/ % Due 10/29/ ,00 05/05/ % 204, , % 203, , % A3 / A- A HNX4 JP Morgan Chase Callable Note Cont 09/29/ % Due 10/29/ ,00 05/27/ % 693, , % 697, , % 4, A3 / A- A CAB8 Visa Inc Note 2.2% Due 12/14/ ,00 06/07/ % 306,36 305, % 307, , % 1, A1 / A CAB8 Visa Inc Note 2.2% Due 12/14/ ,00 06/09/ % 470, , % 471, , % 2, A1 / A (1) Gain/Loss values are unrealized; however, if the security is held to maturity it will not result in a gain or loss on the security. Page 12

65 San Joaquin Hills - Indenture Funds Holdings Report Exhibit #4 As of 9/30/16 CUSIP Security Description Par Value/Units US CORPORATE Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Gain/Loss (1) Moody/S&P Fitch Maturity Duration 92826CAB8 Visa Inc Note 2.2% Due 12/14/ ,00 06/09/ % 66, , % 66, A1 / A CAB8 Visa Inc Note 2.2% Due 12/14/ ,00 Various 1.70 % 413, , % 415, , % 2, A1 / A RS2 Wells Fargo Company Note 2.5% Due 3/4/ ,00 04/26/ % 454, , % 456, % 2, A2 / A AA RS2 Wells Fargo Company Note 2.5% Due 3/4/ ,00 04/26/ % 176, , % 177, % A2 / A AA RS2 Wells Fargo Company Note 2.5% Due 3/4/ ,00 04/26/ % 65, , % 65, A2 / A AA Total US Corporate 15,598, % 15,903, ,876, % 15,887, , % 10, A1 / A+ A TOTAL PORTFOLIO 312,921, % 313,707, ,571, % 313,813, , % 241, Aaa TOTAL MARKET VALUE PLUS ACCRUED 314,074, (1) Gain/Loss values are unrealized; however, if the security is held to maturity it will not result in a gain or loss on the security. Page 13

66 SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY PORTFOLIO COMPOSITION BY FUND INDENTURE AND NON-INDENTURE FUNDS SEPTEMBER 30, 2016 NON-INDENTURE FUNDS MARKET VALUE INDENTURE FUNDS Exhibit #5 SECURITY TYPE CONSTRUCTION & GENERAL RESERVE FUNDS MAINTENANCE & OPERATIONS FUNDS CURRENT EXPENSE RESERVE FUND DEBT SERVICE FUNDS DEBT SERVICE RESERVE FUNDS USE & OCCUPANCY FUND ENTERPRISE FUND TOTAL MONEY MARKET/CASH 1,751,940 1,493,811 22,146 19, ,835 30,297 15,975,951 19,395,385 NEGOTIABLE CD 2,000, ,000,000 COMMERCIAL PAPER 3,094, , ,493,823 US TREASURY 13,752, ,673,508 9,652,408 4,411,575-74,490,112 US TREASURY SLGS ,883, ,883,413 US AGENCY 29,403,792-3,222,183-28,468,813 8,453, ,939 70,404,169 SUPRANATIONAL 2,129, ,129,800 US CORPORATE 20,068, ,323,467 2,447, ,150 35,955,374 MUNICIPAL BONDS TOTAL PORTFOLIO 72,200,423 1,493,811 3,244,330 46,692, ,829,727 15,342,833 16,948, ,752,075 ACCRUED INTEREST 161,450-5,199 51, ,950 48,117 2, ,161 TOTAL COMBINED PORTFOLIO 72,361,873 1,493,811 3,249,529 46,744, ,988,677 15,390,950 16,950, ,179,237

67 San Joaquin Hills Total Portfolio Transaction Ledger Exhibit #6 8/31/16 Thru 9/30/16 Transaction Type ACQUISITIONS Settlement Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount Interest Pur/Sold Total Amount Gain/Loss Purchase 09/21/ KC2 12,195,00 US Treasury Bill 0.25% Due 1/12/2017 Purchase 09/22/ UF5 1,360, % Due 12/31/2019 Purchase 09/28/ GPX0 2,000,00 Bank of Nova Scotia Yankee CD 1.21% Due 5/3/2017 Purchase 09/30/ RBG6 480,00 Cisco Systems Note 1.4% Due 9/20/2019 Purchase 09/30/ RBG6 75,00 Cisco Systems Note 1.4% Due 9/20/2019 Purchase 09/30/ RBG6 225,00 Cisco Systems Note 1.4% Due 9/20/2019 Purchase 09/30/ AS12 500,00 Rabobank Nederland NV NY Discount CP 1.13% Due 5/1/2017 Purchase 09/30/ G3L73 70,00 FHLMC Callable Note 1X 9/26/ % Due 12/26/ % 12,185, ,185, % 1,364, , ,368, % 2,000,00 2,000, % 481, , % 75, , % 225, , % 496, , % 71, , Purchase 09/30/ G3L73 200,00 FHLMC Callable Note 1X 9/26/ % Due 12/26/ % 203, , Subtotal 17,105,00 17,102, , ,106, TOTAL ACQUISITIONS 17,105,00 17,102, , ,106, DISPOSITIONS Maturity 09/01/ AU4 1,700,00 Coca Cola Company Note 1.8% Due 9/1/2016 Maturity 09/30/ F47 225,00 0.5% Due 9/30/2016 Maturity 09/30/ F47 75,00 0.5% Due 9/30/2016 Maturity 09/30/ F47 480,00 0.5% Due 9/30/2016 Maturity 09/30/ F47 170,00 0.5% Due 9/30/2016 Maturity 09/30/ F47 55,00 0.5% Due 9/30/2016 Maturity 09/30/ F47 170,00 0.5% Due 9/30/ ,700,00 1,700, ,00 225, ,00 75, ,00 480, ,00 170, ,00 55, ,00 170,00 Page 1

68 San Joaquin Hills Total Portfolio Transaction Ledger Exhibit #6 8/31/16 Thru 9/30/16 Transaction Type DISPOSITIONS Settlement Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount Interest Pur/Sold Total Amount Gain/Loss Maturity 09/30/ F47 50,00 0.5% Due 9/30/ ,00 50,00 Subtotal 2,925,00 2,925,00 2,925,00 TOTAL DISPOSITIONS 2,925,00 2,925,00 2,925,00 Page 2

69 Investment Definitions Exhibit #7 Accrued Interest. The interest that has accumulated on a bond since the last interest payment up to, but not including, the settlement date. Basis Point. Unit of interest rates or yields expressed as a percentage. One hundred basis points equal one percent. Book Value. The value at which an asset is carried on a balance sheet. To calculate, take the cost of an asset adjusted for the cumulative amortization of premium/discount recorded to date. Book Yield. The yield that equates the current amortized value of the security to its periodic future cash flows. Call Risk. This reflects the danger that a bond might be called or redeemed during a period of declining interest rates. When high-yielding investments are called during periods of declining interest rates, investors must then reinvest the proceeds in obligations that have lower yields. Fund managers can reduce this risk by holding issues with longer periods of call protection. Cost Value. The original price paid for the investment, excluding interest purchased. Coupon Rate. The annual interest rate that a debt issuer promises to pay an investor. Credit Risk. Reflects the possibility that the issuer will not make promised interest and principal payments on time or in full. Treasury securities are considered to have no risk. Discount. The amount which is deducted from the par value when purchasing a security that has a coupon rate lower than the current market value. Duration. The weighted average time to maturity of a bond where the weights are the present value of future cash flows. Duration measures the price sensitivity of a bond to changes in interest rates. Event Risk. This reflects the chance that a leveraged buyout, takeover, or other recapitalization would materially weaken the claims of existing bondholders, sometimes to the benefit of stockholders. A classic example was the buyout of RJR Nabisco. The company s bond prices declined after its creditworthiness was downgraded to reflect a higher debt load. Fixed Income Security. A debt instrument with a fixed or variable interest component and a maturity date. Gain/Loss. The unrealized gain or loss on the security, compared to either cost or amortized value, as of the date of the report. Page 1

70 Investment Definitions Exhibit #7 Interest Pur/Sold. The accrued interest purchased or sold on the transaction. When a bond is purchased or sold between coupon payment dates, the accrued interest up to the settlement date of the transaction is included in the net proceeds. Interest Rate (or Market) Risk. The risk that the market value of the portfolio will rise or fall when interest rates fluctuate. When interest rates rise, bond prices fall. The longer the maturity of the bond and the lower the coupon rate, the greater the vulnerability to a change in interest rates. Liquidity Risk. Esoteric securities and other thinly traded securities carry the danger of not being easily or quickly sold. This means that the fund manager may have to accept a sub-optimal bid for securities if a competitive market does not exist and the manager must liquidate the position on short notice. Market Value. The current fair value of an investment, as determined by transactions between willing buyers and sellers. Maturity Date. The date on which the principal or last principal payment on a debt is due and payable. Money Market Security. A short-term debt instrument such as a treasury bill or commercial paper. Mkt YTM (Market Yield to Maturity). The internal rate of return that equates the periodic future cash flows (interest payments and redemption value) to the market price, assuming that all cash flows are invested at the same yield to maturity rate. Par Value/Units. The face value of a security which represents the amount to be paid by the issuer at maturity. Premium. The amount above the par value which is paid to purchase a security that has a coupon rate higher than the current market rate. Reinvestment Risk. When interest rates fall, so do the rates at which bond interest payments can be reinvested. This reduces realized yields, since the bondholder will earn less interest on interest. Zero-coupon bonds do not make periodic interest payments, and as such, are not subject to reinvestment risk. Yield. The internal rate of return on an investment. Yield encompasses the following factors: historical cost, coupon rate, interest payments and their reinvestment and maturity date. Page 2

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72 125 Pacifica, Irvine, CA / FAX 949/ DATE: November 10, 2016 TO: FROM: SUBJECT: San Joaquin Hills Transportation Corridor Agency Board of Directors Maria Fazio, Manager, Budget and Planning First Quarter Fiscal Year 2017 Budget Status Report STAFF RECOMMENDATION: Receive and file. BACKGROUND: The Board of Directors approved the San Joaquin Hills Transportation Corridor Agency (SJHTCA) Fiscal Year 2017 (FY17) budget on June 9, Budget amendments are generally proposed when a marked change in operating results is anticipated to have a measurable impact on future revenues or expenses. Since all budget appropriations lapse at year-end, expense line items are not routinely adjusted down. The Chief Executive Officer (CEO) has the authority to make budget transfers and reallocate funds within the major categories of Administration, Planning, Environmental and Construction, Toll Operations, and Debt Expenses, subject to controls in place under the 1997 and 2014 Indentures of Trust, the Board approved Contracts and Procurement Manual, Investment Policy, Staffing and Compensation Plan, and the Agency s enabling legislation. The approved sources budget for FY17 is $266.5 million, which includes $185.6 million of revenue, $19.1 million of cash on hand restricted for debt service, and $61.8 million of available cash. The expenditures budget for FY17 totals $139.6 million. The attached report analyzes variances based on year-to-date unaudited revenues and expenditures.

73 First Quarter Fiscal Year 2017 Budget Status Report File No. 2016S-013 November 10, 2016 Page 2 DISCUSSION: Revenue Summary FY17 revenues as of the three months ended September 30, 2016, of $47.4 million represent 25.6% of the $185.6 million in annual budgeted revenues. Variances by type of revenue and detailed explanations are included below. San Joaquin Hills Transportation Corridor Agency Budget to Actual Revenues First Quarter Ending September 30, 2016 ($000) Description Annual Above/(Below) % of Original Amendments Amended Actual Original Original Budget & Transfers Budget To Date Budget Budget* Revenues: Net Toll Revenue 144, ,319 38,240 (106,079) 26.5% (1) Penalties 25,800-25,800 5,808 (19,992) 22.5% (2) Fees 9,313-9,313 2,334 (6,979) 25.1% (3) Development Impact Fees 5,000-5, (4,334) 13.3% (4) Interest Earnings 1,132-1, (760) 32.9% (5) Total Revenues 185, ,564 47,420 (138,144) 25.6% *25% Target as of end of first quarter (1) At the end of the first quarter of FY17, the Agency recorded net toll revenue of $38.2 million, or 26.5% of the budget. Revenue is above target due to increased transactions. (2) Penalties were budgeted for FY17 at $25.8 million. Actual revenue received totaled $5.8 million, or 22.5% of the budget. Violation penalty revenue is recorded on a cash basis when it is collected, often many months after the related transactions occur on our roads. The Agency continues to waive penalties for first time violations and has expanded toll account programs with major rental car agencies thereby improving customer service and reducing potential violations. The effects of these programs may result in penalties revenue being below budget for FY17. The Agency will continue to monitor this item. (3) Fees were budgeted for FY17 at $9.3 million. Actual year-to-date revenue received totaled $2.3 million, or 25.1% of the budget. Fees revenue consists of account maintenance fees on FasTrak accounts and other miscellaneous fees related to operations as well as fees related to programs with San Francisco Airport and rental car agencies. (4) Development Impact Fee collections totaled $666,000, representing 13.3% of the budget. Development impact fees, assessed on new residential and non-residential

74 First Quarter Fiscal Year 2017 Budget Status Report File No. 2016S-013 November 10, 2016 Page 3 (commercial, industrial, etc.) development, are highly cyclical as they are based on market conditions. The budget was based on recent collection trends; however, the exact timing of receipts is not known. (5) Interest earnings for the fiscal year are higher than budget at $372,000, or 32.9% primarily resulting from working with the Agency s investment advisor to implement an active management strategy. Expenditures Summary Through the end of the first quarter of FY17 actual expenditures on an accrual basis of $26.4 million represent 18.9% of the $139.6 million annual expenditures budget. Variances by expenditure and explanations of any significant variances are provided below. A detailed expenditure report by category follows the summary explanations. San Joaquin Hills Transportation Corridor Agency Budget to Actual Expenditures First Quarter Ending September 30, 2016 ($000) Prorated % of Amended Amendments Annual Original Prorated Budget vs Description Original & Amended Actual Balance Budget Amended Actuals Budget Transfers Budget To Date Remaining Expended* Budget Variance Administration: Nonoperating Administration 1,599-1, , % Toll Operating Administration 7,009-7,009 1,700 5, % 1, Total Administration 8,608-8,608 2,009 6, % 2, (6) Planning, Environmental and Construction 10,005-10, , % 2,502 2,460 (7) Toll Operations: Customer Service and Toll Compliance 10,867-10,867 2,378 8, % 2, Toll Systems 1,399-1, , % Toll Facilities % Operations Equipment 1,931-1, , % Total Toll Operations 14,480-14,480 3,051 11, % 3, (8) Debt 106, ,490 21,284 85, % 21,284 - (9) Total Expenditures 139, ,583 26, , % 29,559 3,173 *25% Target as of end of first quarter (6) Total Administration expenditures were $2.0 million or 23.3% of the $8.6 million annual budget. The variance of $143,000 between the prorated budget and year-todate expenses in this category is explained as follows: Salaries, benefits, and employer taxes were approximately $49,000 lower than the prorated budget. These items are considered on track with the annual budget. Insurance is lower than the prorated budget by $27,000 primarily due to the self-insured retention that has not been used and renewals of other policies

75 First Quarter Fiscal Year 2017 Budget Status Report File No. 2016S-013 November 10, 2016 Page 4 that came in under budget. Coverage for various policies has been combined into other policies also resulting in savings. Legal is higher than the prorated budget by $70,000 primarily because of operations litigation costs. Most of the costs are expected to be reimbursed later in the fiscal year. This item is being closely monitored. Consulting and Other Services is lower than the prorated budget by $26,000 and are incurred as needed. Marketing is lower than the prorated budget by $82,000 during the first quarter of the fiscal year due to minimal advertising while the new marketing campaign was being developed. The new campaign will launch in November with a multi-media mix of advertising. Pacifica Fixed Assets is higher than the prorated budget by $21,000 primarily due to anticipated early fiscal year costs for the Pacifica building Boardroom Remodel project. This item is considered on track with the annual budget. Several expenses including Board Compensation, Telephone/ Communications, Office Expense, Education, Seminars and Memberships, Transportation and Travel, and Office Equipment, comprise $50,000 of the remaining Administrative Expenses that are under the prorated budget. These expenses are incurred on an as needed basis. (7) Expenditures in the Planning, Environmental and Construction categories totaled $42,000, or 0.4% of the $10.0 million annual budget. The variance of $2.5 million between the prorated budget and actual results to date is a result of the following: The Toll Booth Removal project is budgeted at $2.6 million and is under the prorated budget by $653,000 due to commencement of the project later in the fiscal year. The design work for this project is near completion and construction is anticipated to start in December The Signage Improvements project is under the prorated budget by $424,000, with expenditures through the end of the first quarter of $32,000, or 1.4% of the $1.8 million budget. The project is currently under design and alternatives are being developed for review by Caltrans. Construction is expected to start in early The SR73 Northbound Widening Study has no expenditures through the end of the first quarter and is $117,000 under the prorated budget. The study is on hold pending results of the level of service study. The expenditures for Other Planning, Environmental, and Construction are under the prorated budget by $1.3 million. The majority of this variance

76 First Quarter Fiscal Year 2017 Budget Status Report File No. 2016S-013 November 10, 2016 Page 5 relates to delays associated with transferring the Agency s mitigation property to the City of Newport Beach. Costs are expected to be incurred later in FY17. (8) Expenditures in the Toll Operations category totaled $3.1 million, or 21.1% of the $14.5 million annual budget. Toll Operations consists of costs associated with customer service, toll compliance, toll systems, toll facilities, and operations equipment. The variance of $570,000 between the prorated budget and actual results through the end of the first quarter is a result of the following. Customer Service and Toll Compliance expenditures were under the prorated budget by $339,000, and at 21.9% of the budget primarily due to labor costs that were not spent as a result of not being fully staffed in the first quarter of the fiscal year, and postage and consulting expense that is used on an as needed basis. Toll Systems is $122,000 lower than the prorated budget and at 16.3%. Project costs are expected to be incurred later in the fiscal year and consulting services and replacement parts in these categories are spent as needed. Toll Facilities is lower than the prorated budget by $24,000, and at 16.6% primarily due to projects and maintenance that are incurred as needed or expected to occur later in the fiscal year. Total Operations Equipment expenditures are under the prorated budget by $85,000, and at 20.6% due to the need and timing of transponder deliveries and vehicle and toll equipment purchases scheduled for later this fiscal year. (9) FY17 Debt of $21.3 million represents 20.0% of the annual budget. The Agency budgets and makes debt payments as scheduled in the bond documents. CONCLUSION: Through the end of the first quarter of FY17, the San Joaquin Hills Transportation Corridor Agency received a total of $47.4 million in revenue, or 25.6% of the annual budget. Net Toll Revenue, Fees, and Interest Earnings were above target at 26.5%, 25.1%, and 32.9%, respectively. Penalties and Development Impact Fees were under target at 22.5% and 13.3%, respectively. Total expenditures were at $26.4 million, or 18.9% of the annual budget through the end of the first quarter. Administration, Planning, Environmental and Construction, and Toll Operations were below the annual budget at 23.3%, 0.4%, and 21.1%, respectively. Debt was at an expected 20.0%.

77 First Quarter Fiscal Year 2017 Budget Status Report File No. 2016S-013 November 10, 2016 Page 6 San Joaquin Hills Transportation Corridor Agency Budget to Actual Expenditures First Quarter Ending September 30, 2016 ($000) Annual % of % of Original Amendments Amended Actual Balance Budget Budget Category Budget & Transfers Budget To Date Remaining Expended* Remaining Administration: Regular Salaries & Temporary Help 3,050-3, , % 75.8% Board Compensation % 90.2% Benefits 1,147-1, % 76.8% Employer Taxes % 81.7% Insurance % 78.9% Legal Expense % 64.9% Telephone/Comm % 76.4% Office Expense % 76.6% Educ, Seminar, Membership, Mtg 112 (2) % 86.4% Consulting & Other Services % 78.5% Marketing % 86.6% Publications & Subscriptions % 80.0% Rents & Leases % 75.0% Building Services % 66.7% Transportation & Travel % 88.7% Office Equipment % 76.9% Pacifica Fixed Assets % 64.9% Total Administration 8,608-8,608 2,009 6, % (6) 76.7% Planning, Environmental and Construction: Capital Improvement Plan (CIP): Toll Booth Removal 2, ,610-2, % 100.0% Signage Improvements 1,800-1, , % 98.6% SR73 Northbound Widening Study 489 (22) % 100.0% Total Capital Improvement Plan 4,877-4, , % 99.5% Other Planning, Environmental and Construction: Environmental 3,849-3, , % 99.7% Design/Program Mgmt % 100.0% Design Special Studies & Other % 99.2% ROW Acquisitions, Appraisals & Other % 100.0% Total Other Planning, Environ and Construction 5,128-5, , % 99.7% Total Planning, Environ and Construction 10,005-10, , % (7) 99.6% Toll Operations: Customer Service & Toll Compliance 10,867-10,867 2,378 8, % 78.1% Toll Systems 1,399-1, , % 83.7% Toll Facilities % 83.4% Subtotal Toll Operations 12,549-12,549 2,653 9, % 78.9% Operations Equipment: Transponder Equipment 1,772-1, , % 78.6% Toll Equipment % 88.1% Total Equipment 1,931-1, , % 79.4% Total Toll Operations 14,480-14,480 3,051 11, % (8) 78.9% Debt Service 106, ,490 21,284 85, % (9) 80.0% Total Expenditures 139, ,583 26, , % 81.1% *25% Target as of end of first quarter

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79 125 Pacifica, Irvine, CA / FAX 949/ DATE: November 10, 2016 TO: FROM: Foothill/Eastern Transportation Corridor Agency Board of Directors Daryn Martin, Manager of Treasury Operations SUBJECT: Investment Reports as of September 30, 2016 STAFF RECOMMENDATION: Receive and file. BACKGROUND: The Foothill/Eastern Transportation Corridor Agency (F/ETCA) is required per section VII of its investment policy to render a quarterly report to the Board of Directors detailing the types of investments in the portfolio, the dollar amount invested in each category, the rate of interest in each category and the total portfolio yield, and on a monthly basis report on the transactions for the month. DISCUSSION: Compliance Enclosed are the investment reports for the F/ETCA for the quarter ended September 30, These investment reports reflect only assets held by the Trustee (Bank of New York-Mellon), which include the 2013 and 2015 indenture accounts and five non-indenture accounts. The remaining cash and investments held directly by the Agency in demand deposits and money market fund investments is $30.3 million. There is sufficient liquidity to meet the Agency s anticipated expenditure requirements for the next six months. As of September 30, 2016, all indenture funds are invested in accordance with the permitted investment section of the respective indentures and all non-indenture funds are invested in compliance with both the California Government Code and F/ETCA Investment Policy. Portfolio Update

80 F/E Investment Reports File No. 2016F-003 November 10, 2016 Page 2 Since June 30, 2016, the book value of the portfolio decreased by approximately $16.0 million to $555.4 million. The decrease is primarily related to debt service payments of $56.4 million, toll operations related expenses of $5.7 million and planning, environmental and construction related expenses of $3.9 million. The expenses were offset by toll revenue transfers of $44.4 million, the receipt of development impact fees of $4.7 million and interest earnings of $0.9 million. This report focuses exclusively on the earnings generated by the Agency s investment portfolio and does not reflect the positive financial impacts resulting from the savings generated by the bond refunding. The weighted average maturity of the F/ETCA portfolio is 1.3 years. The weighted average book yield increased 11 basis points from 0.84 percent on June 30, 2016 to 0.95 percent on September 30, The resulting increase in yield is attributable to maturities being reinvested at higher rates and longer maturities. The market value of the portfolio is $1.1 million or 0.2 percent higher than the book value at September 30, 2016, while the market value including accrued interest is $2.9 million or 0.5 percent higher than the book value at September 30, Market values reported herein have been obtained by Chandler Asset Management from Interactive Data Corporation. These market values are compared for reasonableness with the market values provided by the Trustee. Credit Update To maintain safety, adherence to an investment policy strategy of purchasing only top-rated securities and diversification of security types and maturities is required. As shown in Exhibit 2, approximately 68 percent of the entire portfolio is invested in U.S. Treasuries, Agency bonds and Supranationals that are rated AA+ by Standard and Poor s and Aaa by Moody s. The remainder of the portfolio is invested in money market investments and medium-term corporate notes, all rated in one of the three highest rating categories by at least two nationally recognized statistical rating agencies, and negotiable certificates of deposit and short-term commercial paper rated at least A-1/P-1, the highest rating by the two rating agencies noted above. Economic Update The Federal Open Market Committee ( FOMC ) kept the federal funds rate unchanged at a range of 0.25 percent percent in September. The FOMC s overall assessment of the economy was, little changed from July. In the policy statement, the FOMC noted the labor market has continued to strengthen but inflation remains below target. The FOMC decided to wait for further evidence of continued progress toward its objectives before raising the federal funds rate. The marketimplied probability of a December rate hike, based on federal funds futures pricing, is currently greater than 65 percent.

81 F/E Investment Reports File No. 2016F-003 November 10, 2016 Page 3 Nonfarm payrolls were lower than expected in September, up 156,000 versus the consensus forecast of 172,000. July and August payrolls were revised down by 7,000. On a trailing 3-month and 6-month basis, payrolls increased by an average of 192,000 and 169,000 per month, respectively. The unemployment rate inched up in September to 5.0 percent from 4.9 percent in August, as the participation rate increased to 62.9 percent from 62.8 percent. A broader measure of unemployment called the U-6, which includes those who are marginally attached to the labor force and employed part time for economic reasons, remained unchanged in September at 9.7 percent. Wages increased 0.2 percent in September, following a 0.1 percent increase in August. On a year-over-year basis, wages were up 2.6 percent in September, versus 2.4 percent in August. The Consumer Price Index (CPI) was up 1.1 percent year-over-year in August, versus up 0.8 percent in July. Core CPI (CPI less food and energy) was up 2.3 percent year-over-year in August, versus 2.2 percent in July. The Personal Consumption Expenditures (PCE) index was up 1.0 percent year-over-year in August, versus 0.8 percent in July. Core PCE (excluding food and energy) was up 1.7 percent year-over-year in August, versus up 1.6 percent in July. Although Core CPI is trending above 2.0 percent, the FOMC's primary inflation gauge is PCE which remains below the FOMC's 2.0 percent target. Total housing starts fell 5.8 percent in August, following growth of 1.4 percent in July. Singlefamily starts fell 6.0 percent in August while multi-family starts declined 5.4 percent. Housing starts tend to be volatile on a month-to-month basis but the underlying trend remains favorable. Notably, single-family permit growth was strong in August. According to the Case-Shiller 20-City home price index, home prices were up 5.0 percent year-over-year in July, versus up 5.1 percent year-over-year in June. Market participants estimate the economy grew at an annualized pace of about 2.7 percent in the third quarter, that represents a pick-up from first and second quarter GDP growth of 0.8 percent and 1.4, respectively. The consensus forecast calls for GDP growth of about 2.3 percent in the fourth quarter. Exhibits 1. Portfolio Summary By Sector This report provides a summary of the F/ETCA total portfolio value by asset sector on a book value basis (historical cost adjusted for the cumulative amortization of premium/discount recorded to date), a market value basis (fair value based on quoted market prices) and a market value plus accrued interest basis. Also inclusive in this report are book and market yield returns along with the percentage held within each sector based upon market value plus accrued interest. 2. Sector Distribution Summary Graphs Market Value including Accrued Interest

82 F/E Investment Reports File No. 2016F-003 November 10, 2016 Page 4 The pie charts are representations of the percentage of each asset sector in the portfolio based upon the market value plus accrued interest. The investment policy specifies percentage limitations on certain asset categories. At September 30, 2016, the Agency holdings were all below the maximum percentage limits. 3. Holdings Report Non-Indenture Funds This report provides a detailed description and the associated ratings of each fixed income security held in the Non-Indenture Funds F/ETCA portfolio at September 30, This report includes all Agency security holdings including money market funds and cash. The report also includes an unrealized gain/loss position, average maturity and duration for each security. All of the Agency s investments were rated at or above the minimum rating required per the Agency s investment policy and debt agreements. 4. Holdings Report Indenture Funds This report provides a detailed description and the associated ratings of each fixed income security held in the Indenture Funds F/ETCA portfolio at September 30, This report includes all Agency security holdings including money market funds and cash. The report also includes an unrealized gain/loss position, average maturity and duration for each security. All of the Agency s investments were rated at or above the minimum rating required per the Agency s investment policy and debt agreements. 5. Portfolio Composition by Fund Indenture and Non-Indenture Funds Several fund categories have been established both outside of the indenture and in accordance with indenture provisions. The construction and general reserve funds are unrestricted custody funds. The restricted custody funds are set aside for specific construction activities and meeting current expenses. The debt service funds include net toll revenues transferred to cover debt service payments. Since the reserve requirements for the reserve funds have been met, surplus revenue funds are transferred into the nonindenture custody account. The use and occupancy fund is a reserve for operating emergencies. The enterprise fund includes revenue and expense accounts pertaining to the operation of the corridor. Net toll revenues for the current month are transferred out to the appropriate debt service/custody accounts at the beginning of the following month. 6. Transaction Ledger These schedules detail the F/ETCA investment transactions during the month. 7. Definitions

83 F/E Investment Reports File No. 2016F-003 November 10, 2016 Page 5 BUDGET: N/A 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. CONCLUSION: Enclosed are the quarterly investment reports for the Foothill/Eastern Transportation Corridor Agency (F/ETCA) as of September 30, As of September 30, 2016, all indenture funds are invested in accordance with the permitted investment section of the respective indentures and all non-indenture funds are invested in compliance with both the California Government Code and F/ETCA Investment Policy.

84 Foothill/Eastern Total Portfolio Portfolio Summary By Sector Exhibit #1 As of 9/30/2016 Sector Book Value Book Yield Market Value Accrued Interest Market Value Plus Accrued Market Yield % Held Money Market Fund FI $22,723, % $22,723, $ $22,723, % 4.07 % Negotiable CD $8,000, % $8,000,00 $ $8,000, % 1.43 % Commercial Paper $36,877, % $36,877, $ $36,877, % 6.61 % US Treasury $138,606, % $138,891, $387, $139,279, % % Agency $235,059, % $235,781, $793, $236,575, % % Supranational $5,104, % $5,128, $27, $5,155, % 0.92 % US Corporate $109,056, % $109,126, $541, $109,667, % % Total Portfolio $555,428, % $556,530, $1,750, $558,280, % 10 % Page 1

85 Foothill/Eastern Total Portfolio Sector Distribution - Market Value Including Accrued Interest Exhibit #2 Foothill/Eastern Total Portfolio September 30, 2016 $558,280, June 30, 2016 $575,016, Page 1

86 Foothill/Eastern - Non-Indenture Funds Holdings Report Exhibit #3 As of 9/30/16 CUSIP Security Description Par Value/Units MONEY MARKET FUND FI Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Gain/Loss (1) Moody/S&P Fitch Maturity Duration Fidelity Institutional Govt Money Market Fund 7,650, Various 0.27 % 7,650, ,650, % 7,650, % Aaa / Total Money Market Fund FI 7,650, % 7,650, ,650, % 7,650, % Aaa / NEGOTIABLE CD 06417GPX0 Bank of Nova Scotia Yankee CD 1.21% Due 5/3/2017 8,000,00 09/28/ % 8,000,00 8,000, % 8,000, % P-1 / A-1 F Total Negotiable CD 8,000, % 8,000,00 8,000, % 8,000, % Aaa / AA Aaa COMMERCIAL PAPER 21687AKH5 Rabobank Nederland NV NY Discount CP 0.88% Due 10/17/2016 2,000,00 03/23/ % 1,989, ,999, % 1,999, % P-1 / A GL46 Toyota Motor Credit Discount CP 0.63% Due 11/4/2016 3,000,00 08/31/ % 2,996, ,998, % 2,998, % P-1 / A-1+ F ALN7 Exxon Mobil Discount CP 0.45% Due 11/22/2016 2,500,00 09/29/ % 2,498, ,498, % 2,498, % P-1 / A BM18 Bank of Tokyo Mitsubishi NY Discount CP 0.84% Due 12/1/2016 9,500,00 07/28/ % 9,472,07 9,486, % 9,486, % P-1 / A-1 F GMG8 Toyota Motor Credit Discount CP 1.01% Due 12/16/2016 3,000,00 03/23/ % 2,977, ,993, % 2,993, % P-1 / A-1+ F AML4 Rabobank Nederland NV NY Discount CP 0.801% Due 12/20/2016 2,000,00 09/28/ % 1,996, ,996, % 1,996, % P-1 / A AS12 Rabobank Nederland NV NY Discount CP 1.138% Due 5/1/2017 4,000,00 09/28/ % 3,973, ,973, % 3,973, % P-1 / A AS12 Rabobank Nederland NV NY Discount CP 1.13% Due 5/1/2017 1,300,00 09/30/ % 1,291, ,291, % 1,291, % P-1 / A Total Commercial Paper 27,300, % 27,194, ,237, % 27,237, % AA US TREASURY WA % Due 10/15/2016 4,000,00 08/26/ % 4,008, ,000, % 4,000, , % WA % Due 10/15/2016 6,000,00 12/09/ % 5,995, ,999, % 6,000, , % 1, (1) Gain/Loss values are unrealized; however, if the security is held to maturity it will not result in a gain or loss on the security. Page 1

87 Foothill/Eastern - Non-Indenture Funds Holdings Report Exhibit #3 As of 9/30/16 CUSIP Security Description Par Value/Units US TREASURY Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Gain/Loss (1) Moody/S&P Fitch Maturity Duration WF % Due 11/15/2016 3,000,00 12/09/ % 2,996, ,999, % 3,001, , % 1, RU % Due 11/30/ ,000,00 11/06/ % 10,082, ,004, % 10,010,84 29, % 6, A % Due 1/15/ ,00 09/24/ % 50, , % 50, B % Due 2/15/ ,00 09/24/ % 50, , % 50, SJ % Due 2/28/2017 8,700,00 06/28/ % 8,670, ,696, % 8,718, , % 21, SY % Due 5/31/2017 6,070,00 03/25/ % 6,065, ,068, % 6,071, , % 2, SY % Due 5/31/ ,00 09/23/ % 49, , % 50, TG5 0.5% Due 7/31/ ,00 09/24/ % 49, , % 49, TM % Due 8/31/2017 7,000,00 02/26/ % 6,957, ,984, % 6,998, , % 13, TM % Due 8/31/ ,00 09/24/ % 49, , % 49, TW0 0.75% Due 10/31/2017 5,000,00 04/23/ % 5,000, ,000, % 5,003, , % 3, G % Due 11/15/2017 7,000,00 08/27/ % 7,009, ,005, % 7,013, , % 8, UE8 0.75% Due 12/31/ ,00 09/24/ % 49, , % 50, UJ % Due 1/31/ ,00 09/23/ % 50, , % 50, UU2 0.75% Due 3/31/ ,00 09/23/ % 49, , % 50, Total US Treasury 57,170, % 57,186, ,158, % 57,218, , % 60, Aaa AGENCY 3135G0ES8 FNMA Note 1.375% Due 11/15/ ,00 09/24/ % 50, , % 50, A3J70 FHLB Note 0.625% Due 11/23/ ,00 09/28/ % 50, , % 50, PV2 FHLB Note 1.625% Due 12/9/ ,00 09/24/ % 45, , % 45, (1) Gain/Loss values are unrealized; however, if the security is held to maturity it will not result in a gain or loss on the security. Page 2

88 Foothill/Eastern - Non-Indenture Funds Holdings Report Exhibit #3 As of 9/30/16 CUSIP Security Description Par Value/Units AGENCY Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Gain/Loss (1) Moody/S&P Fitch Maturity Duration 3130A0C65 FHLB Note 0.625% Due 12/28/2016 3,000,00 06/25/ % 3,003,18 3,000, % 3,002, , % 1, EADU0 FHLMC Note 0.5% Due 1/27/2017 3,000,00 06/25/ % 2,994, ,998, % 3,000, , % 1, EADT3 FHLMC Note 0.875% Due 2/22/2017 1,000,00 03/28/ % 1,001,39 1,000, % 1,001, % EADT3 FHLMC Note 0.875% Due 2/22/ ,00 09/24/ % 50, , % 50, EADT3 FHLMC Note 0.875% Due 2/22/2017 5,000,00 Various 0.66 % 5,015, ,004, % 5,007, , % 3, A4FR8 FHLB Note 0.75% Due 3/2/ ,00 09/28/ % 45, , % 45, EADC0 FHLMC Note 1% Due 3/8/2017 1,000,00 03/24/ % 1,002, ,001, % 1,002, % 1, EADC0 FHLMC Note 1% Due 3/8/2017 9,000,00 Various 0.62 % 9,048, ,014, % 9,020, , % 5, G0VM2 FNMA Callable Note 1X 3/14/ % Due 3/14/ ,00 09/24/ % 50, , % 50, QAA8 Farmer Mac Note 5.125% Due 4/19/2017 8,750,00 11/13/ % 9,973, ,948, % 8,961,75 201, % 13, Aa1 / AA G0ZB2 FNMA Note 0.75% Due 4/20/2017 2,000,00 03/23/ % 2,000,64 2,000, % 2,002, , % 2, G0JA2 FNMA Note 1.125% Due 4/27/ ,00 09/24/ % 50, , % 50, EADF3 FHLMC Note 1.25% Due 5/12/ ,00 09/23/ % 50, , % 50, FW4 FHLB Note 1% Due 6/9/ ,00 09/24/ % 45, , % 45, EADH9 FHLMC Note 1% Due 6/29/2017 3,000,00 06/25/ % 3,014, ,005, % 3,008, , % 2, EADV8 FHLMC Note 0.75% Due 7/14/2017 7,000,00 08/26/ % 7,008, ,003, % 7,006, , % 3, EADJ5 FHLMC Note 1% Due 7/28/ ,00 09/24/ % 50, , % 50, G0MZ3 FNMA Note 0.875% Due 8/28/2017 2,000,00 03/28/ % 2,001, ,001, % 2,003, , % 2, SZ2 FHLB Note 2.25% Due 9/8/ ,00 09/24/ % 46, , % 45, (23.12) SZ2 FHLB Note 2.25% Due 9/8/2017 2,000,00 Various 0.86 % 2,039, ,025, % 2,027, , % 1, (1) Gain/Loss values are unrealized; however, if the security is held to maturity it will not result in a gain or loss on the security. Page 3

89 Foothill/Eastern - Non-Indenture Funds Holdings Report Exhibit #3 As of 9/30/16 CUSIP Security Description Par Value/Units AGENCY Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Gain/Loss (1) Moody/S&P Fitch Maturity Duration 3135G0PP2 FNMA Callable Note 1X 9/20/2013 1% Due 9/20/ ,00 09/24/ % 50, , % 50, (8.48) EEQX1 FFCB Note 1% Due 9/25/ ,00 09/24/ % 50, , % 50, G0ZL0 FNMA Note 1% Due 9/27/2017 7,000,00 08/26/ % 7,033,88 7,016, % 7,022, % 6, G0L33 FNMA Callable Note 1X 10/3/ % Due 10/3/2017 2,000,00 03/24/ % 2,001,36 2,000, % 2,004, , % 3, G0PQ0 FNMA Note 0.875% Due 10/26/ ,00 09/24/ % 50, , % 50, KR44 FFCB Note 1.5% Due 11/8/2017 2,000,00 03/24/ % 2,019,76 2,013, % 2,014,73 11, % 1, A3HF4 FHLB Note 1.125% Due 12/8/2017 2,000,00 03/24/ % 2,007,72 2,005, % 2,009, , % 3, EADN6 FHLMC Note 0.75% Due 1/12/2018 7,000,00 08/26/ % 6,982, ,990, % 6,997, , % 7, EADN6 FHLMC Note 0.75% Due 1/12/ ,00 09/25/ % 49, , % 49, G0TG8 FNMA Note 0.875% Due 2/8/2018 3,000,00 03/30/ % 3,004, ,003, % 3,004, , % G0TG8 FNMA Note 0.875% Due 2/8/ ,00 09/25/ % 49, , % 50, A43 FHLB Note 1.375% Due 3/9/ ,00 09/25/ % 50, , % 50, A7CX1 FHLB Note 0.875% Due 3/19/2018 2,000,00 03/28/ % 1,998,80 1,999, % 2,001, % 2, A4GJ5 FHLB Note 1.125% Due 4/25/2018 7,000,00 08/26/ % 7,033, ,019, % 7,034,02 34, % 14, A4GJ5 FHLB Note 1.125% Due 4/25/ ,00 09/25/ % 45, , % 45, EEE71 FFCB Note 0.92% Due 5/1/2018 3,476,00 07/27/ % 3,481, ,480, % 3,480, , % G0WJ8 FNMA Note 0.875% Due 5/21/ ,00 09/25/ % 49, , % 50, EFSH1 FFCB Note 1.17% Due 6/14/2018 3,000,00 12/09/ % 2,999,34 2,999, % 3,011, , % 12, A8TF0 FHLB Note 0.8% Due 8/15/2018 5,000,00 07/27/ % 4,990,90 4,991, % 4,991, , % (294.82) BR5 FHLB Note 1.75% Due 12/14/2018 5,000,00 07/27/ % 5,094,85 5,087, % 5,090,27 26, % 2, (1) Gain/Loss values are unrealized; however, if the security is held to maturity it will not result in a gain or loss on the security. Page 4

90 Foothill/Eastern - Non-Indenture Funds Holdings Report Exhibit #3 As of 9/30/16 CUSIP Security Description Par Value/Units AGENCY Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Gain/Loss (1) Moody/S&P Fitch Maturity Duration 3133EF3V7 FFCB Note 0.875% Due 2/15/2019 5,000,00 07/27/ % 4,992,55 4,993, % 4,992, , % (802.57) EADK2 FHLMC Note 1.25% Due 8/1/ ,00 09/23/ % 49, , % 50, EADM8 FHLMC Note 1.25% Due 10/2/ ,00 09/23/ % 49, , % 50, A7CV5 FHLB Note 1.375% Due 2/18/ ,00 05/27/ % 49, , % 50, G0J20 FNMA Note 1.375% Due 2/26/ ,00 05/27/ % 34, , % 35, % Total Agency 101,336, % 102,860, ,718, % 101,814, , % 96, Aaa SUPRANATIONAL DC4 Intl. Bank Recon & Development Note 1.125% Due 7/18/2017 2,000,00 03/23/ % 2,006,60 2,004, % 2,007, , % 3, Aaa / UPF5 Intl. Bank Recon & Development Note 1.76% Due 5/1/2019 3,100,00 05/01/ % 3,100,00 3,100, % 3,120, , % 20, Aaa / Total Supranational 5,100, % 5,106,60 5,104, % 5,128, , % 24, Aaa / Aaa US CORPORATE 91324PBS0 United Health Group Inc Note 1.875% Due 11/15/2016 6,000,00 05/14/ % 6,173,52 6,008, % 6,006,27 42, % (2,296.89) A3 / A+ A P5S1 Toyota Motor Credit Corp Note 2.05% Due 1/12/2017 2,000,00 03/23/ % 2,019,58 2,006, % 2,004, , % (2,568.25) Aa3 / AA- A BFD7 Wells Fargo Corp Note 2.1% Due 5/8/2017 2,000,00 03/23/ % 2,020,14 2,010, % 2,008, , % (2,339.59) A2 / A AA BFW5 Wells Fargo Corp Note 1.15% Due 6/2/2017 2,000,00 03/23/ % 1,999,02 1,999, % 1,998,20 7, % (1,238.10) A2 / A AA WAQ4 American Honda Finance Note 1.55% Due 12/11/2017 3,000,00 12/11/ % 3,007,44 3,004, % 3,014, , % 10, A1 / A BFG0 Wells Fargo Corp Note 1.5% Due 1/16/2018 2,000,00 03/23/ % 2,007,42 2,005, % 2,002, , % (2,759.92) A2 / A AA BFG0 Wells Fargo Corp Note 1.5% Due 1/16/ ,00 09/24/ % 24, , % 25, % A2 / A AA BH0 Berkshire Hathaway Note 1.55% Due 2/9/ ,00 09/24/ % 25, , % 25, % Aa2 / AA A BH0 Berkshire Hathaway Note 1.55% Due 2/9/2018 3,000,00 12/11/ % 3,014,94 3,009, % 3,017, , % 7, Aa2 / AA A (1) Gain/Loss values are unrealized; however, if the security is held to maturity it will not result in a gain or loss on the security. Page 5

91 Foothill/Eastern - Non-Indenture Funds Holdings Report Exhibit #3 As of 9/30/16 CUSIP Security Description Par Value/Units US CORPORATE Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Gain/Loss (1) Moody/S&P Fitch Maturity Duration BN9 Apple Inc Note 1.3% Due 2/23/2018 2,000,00 03/24/ % 2,013,32 2,009, % 2,005, , % (3,927.85) Aa1 / AA GAU6 Exxon Mobil Corp Note 1.439% Due 3/1/2018 1,265,00 03/24/ % 1,271, ,269, % 1,270, , % EKD0 JP Morgan Chase Callable Note Cont 2/1/ % Due 3/1/2018 1,500,00 04/18/ % 1,506,63 1,504, % 1,504, , % (424.54) A3 / A- A AV2 Chevron Corp Note 1.365% Due 3/2/2018 3,735,00 Various 1.38 % 3,733, ,734, % 3,741, , % 7, Aa2 / AA AJ9 Apple Inc Note 1% Due 5/3/ ,00 09/28/ % 24, , % 24, % Aa1 / AA AJ9 Apple Inc Note 1% Due 5/3/2018 4,000,00 Various 1.16 % 3,985,44 3,990, % 3,994, , % 4, Aa1 / AA AE0 Chevron Corp Callable Note Cont 5/24/ % Due 6/24/2018 2,000,00 03/23/ % 2,012,94 2,010, % 2,017, , % 7, Aa2 / AA EQV4 John Deere Capital Corp Note 5.75% Due 9/10/2018 4,401,00 Various 1.05 % 4,848, ,797, % 4,772, , % (25,188.93) A2 / A TAY1 Toyota Motor Credit Corp Note 2% Due 10/24/ ,00 09/25/ % 25, , % 25, % Aa3 / AA- A HHE3 US Bancorp Callable Note Cont 10/15/ % Due 11/15/2018 6,600,00 Various 1.07 % 6,730, ,717, % 6,683, , % (33,442.04) A1 / A+ AA BFQ8 Wells Fargo Corp Note 2.15% Due 1/15/ ,00 08/22/ % 101, , % 101, % (625.04) A2 / A AA WBE0 American Honda Finance Note 1.2% Due 7/12/2019 3,100,00 07/27/ % 3,097, ,097, % 3,081, , % (16,048.07) A1 / A CK5 Berkshire Hathaway Note 1.3% Due 8/15/ ,00 08/30/ % 49, , % 50, Aa2 / AA A XAX3 Oracle Corp Note 2.25% Due 10/8/2019 1,000,00 07/27/ % 1,031,78 1,030, % 1,024,72 10, % (5,357.58) A1 / AA- A AN0 Chevron Corp Callable Note Cont 10/15/ % Due 11/15/ ,00 09/27/ % 51, , % 51, (92.95) Aa2 / AA GAG7 Exxon Mobil Corp Callable Note Cont 2/6/ % Due 3/6/ ,00 05/31/ % 60, , % 61, (1) Gain/Loss values are unrealized; however, if the security is held to maturity it will not result in a gain or loss on the security. Page 6

92 Foothill/Eastern - Non-Indenture Funds Holdings Report Exhibit #3 As of 9/30/16 CUSIP Security Description Par Value/Units US CORPORATE Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Gain/Loss (1) Moody/S&P Fitch Maturity Duration 46625HNX4 JP Morgan Chase Callable Note Cont 09/29/ % Due 10/29/ ,00 05/27/ % 60, , % 61, A3 / A- A HNX4 JP Morgan Chase Callable Note Cont 09/29/ % Due 10/29/2020 5,000,00 Various 2.28 % 5,056, ,051, % 5,092,74 53, % 40, A3 / A- A Total US Corporate 55,021, % 55,954, ,682, % 55,666, , % (15,839.32) A1 / A+ A TOTAL PORTFOLIO 261,577, % 263,953, ,550, % 262,715, , % 165, Aa1 / AA Aaa TOTAL MARKET VALUE PLUS ACCRUED 263,544, (1) Gain/Loss values are unrealized; however, if the security is held to maturity it will not result in a gain or loss on the security. Page 7

93 Foothill/Eastern - Indenture Funds Holdings Report Exhibit #4 As of 9/30/16 CUSIP Security Description Par Value/Units MONEY MARKET FUND FI Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Gain/Loss (1) Moody/S&P Fitch Maturity Duration 09248U718 Blackrock Treasury Money Market Fund 14,900, Various 0.21 % 14,900, ,900, % 14,900, % Aaa / Fidelity Institutional Govt Money Market Fund 81, Various 0.27 % 81, , % 81, % Aaa / 99TCASH$1 Bank of New York Cash 91, Various % 91, , % 91, % / Total Money Market Fund FI 15,073, % 15,073, ,073, % 15,073, % Aaa / Aaa COMMERCIAL PAPER 06538BL76 Bank of Tokyo Mitsubishi NY Discount CP 0.56% Due 11/7/2016 4,800,00 09/27/ % 4,797, ,797, % 4,797, % P-1 / A-1 F AME0 Rabobank Nederland NV NY Discount CP 0.66% Due 12/14/2016 4,850,00 09/27/ % 4,843, ,843, % 4,843, % P-1 / A Total Commercial Paper 9,650, % 9,640, ,640, % 9,640, % Aaa / AA AA US TREASURY RU % Due 11/30/ ,00 08/05/ % 346, , % 345, , % RX % Due 12/31/2016 3,592,00 01/10/ % 3,592, ,592, % 3,597, , % 5, KC2 US Treasury Bill 0.25% Due 1/12/2017 1,725,00 09/20/ % 1,723, ,723, % 1,723, % P-1 / A-1+ F KC2 US Treasury Bill 0.294% Due 1/12/ ,330,00 Various 0.30 % 25,302, ,308, % 25,308, % P-1 / A-1+ F SC % Due 1/31/ ,00 06/19/ % 347, , % 345, % SC % Due 1/31/ ,00 09/24/ % 497, , % 495, % B % Due 2/15/ ,00 08/05/ % 345, , % 345, % GS3 4.5% Due 5/15/2017 4,000,00 02/27/ % 4,471, ,092, % 4,096, , % 4, WH % Due 5/15/ ,00 09/23/ % 346, , % 345, , % SY % Due 5/31/2017 4,535,00 06/16/ % 4,529, ,533, % 4,535, , % 2, (1) Gain/Loss values are unrealized; however, if the security is held to maturity it will not result in a gain or loss on the security. Page 1

94 Foothill/Eastern - Indenture Funds Holdings Report Exhibit #4 As of 9/30/16 CUSIP Security Description Par Value/Units US TREASURY Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Gain/Loss (1) Moody/S&P Fitch Maturity Duration SY % Due 5/31/ ,00 09/23/ % 344, , % 345, % NK2 2.5% Due 6/30/2017 3,607,00 01/02/ % 3,777, ,644, % 3,657, , % 13, TG5 0.5% Due 7/31/ ,00 06/26/ % 497, , % 499, % TM % Due 8/31/2017 1,750,00 02/26/ % 1,739, ,746, % 1,749, % 3, TM % Due 8/31/ ,00 08/05/ % 498, , % 499, % HH6 4.25% Due 11/15/2017 4,515,00 02/27/ % 5,048, ,678, % 4,692, , % 14, UA % Due 11/30/2017 5,420,00 06/25/ % 5,385, ,403, % 5,415, , % 12, UE8 0.75% Due 12/31/2017 1,672,00 01/10/ % 1,632, ,659, % 1,672, , % 13, UJ % Due 1/31/ ,00 08/05/ % 349, , % 350, % UJ % Due 1/31/ ,00 08/05/ % 494, , % 496, % 1, UJ % Due 1/31/2018 3,025,00 09/23/ % 3,027, ,026, % 3,031, , % 4, UU2 0.75% Due 3/31/ ,00 09/23/ % 498, , % 500, % 1, VE7 1% Due 5/31/2018 5,050,00 06/16/ % 5,040, ,044, % 5,069, , % 25, VE7 1% Due 5/31/ ,00 08/05/ % 344, , % 346, , % 1, XF % Due 6/15/ ,00 01/06/ % 494, , % 498, , % 3, VK % Due 6/30/2018 1,678,00 01/10/ % 1,663, ,672, % 1,695, , % 23, A % Due 11/30/2018 4,520,00 08/05/ % 4,523, ,522, % 4,561, , % 39, A % Due 11/30/ ,00 08/05/ % 495, , % 499, , % 4, A % Due 11/30/ ,00 09/23/ % 347, , % 348, , % 1, P % Due 2/28/2021 4,600,00 05/27/ % 4,553, ,556, % 4,602, , % 46, (1) Gain/Loss values are unrealized; however, if the security is held to maturity it will not result in a gain or loss on the security. Page 2

95 Foothill/Eastern - Indenture Funds Holdings Report Exhibit #4 As of 9/30/16 CUSIP Security Description Par Value/Units Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Gain/Loss (1) Moody/S&P Fitch Maturity Duration Total US Treasury 81,264, % 82,258, ,447, % 81,673, , % 225, Aaa / Aaa AGENCY 3137EADS5 FHLMC Note 0.875% Due 10/14/ ,00 06/17/ % 346,38 345, % 345, , % EADS5 FHLMC Note 0.875% Due 10/14/2016 4,550,00 08/06/ % 4,570,02 4,550, % 4,550, , % G0ES8 FNMA Note 1.375% Due 11/15/2016 4,480,00 06/17/ % 4,529, ,484, % 4,485, , % G0ES8 FNMA Note 1.375% Due 11/15/ ,00 08/06/ % 343, , % 340, , % G0ES8 FNMA Note 1.375% Due 11/15/ ,00 Various 0.51 % 904, , % 896, , % EFGX9 FFCB Note 0.55% Due 2/2/ ,00 10/02/ % 345, , % 345, % (28.88) EADT3 FHLMC Note 0.875% Due 2/22/2017 4,525,00 06/17/ % 4,539, ,528, % 4,532, , % 3, EADT3 FHLMC Note 0.875% Due 2/22/ ,00 06/17/ % 346, , % 345, % EADT3 FHLMC Note 0.875% Due 2/22/ ,00 06/25/ % 451, , % 450, % A4FR8 FHLB Note 0.75% Due 3/2/2017 2,000,00 09/28/ % 2,004,24 2,001, % 2,003, , % 2, A4FR8 FHLB Note 0.75% Due 3/2/ ,00 09/28/ % 791, , % 791, % G0VM2 FNMA Callable Note 1X 3/14/ % Due 3/14/2017 4,965,00 08/06/ % 4,970, ,966, % 4,971, , % 4, G0JA2 FNMA Note 1.125% Due 4/27/2017 4,510,00 06/18/ % 4,545, ,521, % 4,524, , % 2, G0JA2 FNMA Note 1.125% Due 4/27/ ,00 06/25/ % 448, , % 446, , % G0JA2 FNMA Note 1.125% Due 4/27/ ,00 09/24/ % 347, , % 346, , % EADF3 FHLMC Note 1.25% Due 5/12/2017 4,485,00 06/18/ % 4,531, ,500, % 4,503, , % 3, EADF3 FHLMC Note 1.25% Due 5/12/ ,00 06/25/ % 449, , % 446, , % EADF3 FHLMC Note 1.25% Due 5/12/ ,00 09/23/ % 343, , % 341, , % FW4 FHLB Note 1% Due 6/9/2017 5,310,00 08/05/ % 5,331, ,317, % 5,324, , % 6, (1) Gain/Loss values are unrealized; however, if the security is held to maturity it will not result in a gain or loss on the security. Page 3

96 Foothill/Eastern - Indenture Funds Holdings Report Exhibit #4 As of 9/30/16 CUSIP Security Description Par Value/Units AGENCY Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Gain/Loss (1) Moody/S&P Fitch Maturity Duration 3137EADJ5 FHLMC Note 1% Due 7/28/2017 5,320,00 08/05/ % 5,344, ,330, % 5,336, , % 6, G0PP2 FNMA Callable Note 1X 9/20/2013 1% Due 9/20/2017 4,995,00 08/05/ % 5,009, ,001, % 5,007, , % 6, EDVU3 FFCB Note 1.125% Due 9/22/2017 4,515,00 09/28/ % 4,548, ,531, % 4,534, , % 2, EDVU3 FFCB Note 1.125% Due 9/22/ ,00 09/28/ % 347, , % 346, % EEQX1 FFCB Note 1% Due 9/25/2017 1,355,00 06/17/ % 1,356, ,355, % 1,359, % 3, EEQX1 FFCB Note 1% Due 9/25/ ,00 06/17/ % 135, , % 135, % EEQX1 FFCB Note 1% Due 9/25/ ,00 06/17/ % 105, , % 105, % G0ZL0 FNMA Note 1% Due 9/27/ ,00 09/24/ % 346, , % 346, % EDXA5 FFCB Note 1.15% Due 10/10/ ,00 08/10/ % 251, , % 250, , % G0PQ0 FNMA Note 0.875% Due 10/26/2017 4,550,00 06/17/ % 4,544, ,547, % 4,557, , % 10, G0PQ0 FNMA Note 0.875% Due 10/26/ ,00 06/25/ % 449, , % 450, , % G0PQ0 FNMA Note 0.875% Due 10/26/ ,00 08/05/ % 345, , % 345, , % EEFE5 FFCB Note 1.125% Due 12/18/ ,00 08/05/ % 451, , % 451, , % 1, EEFE5 FFCB Note 1.125% Due 12/18/ ,00 09/28/ % 347, , % 346, , % EADN6 FHLMC Note 0.75% Due 1/12/ ,00 06/25/ % 347, , % 349, % 1, EADN6 FHLMC Note 0.75% Due 1/12/2018 4,550,00 06/26/ % 4,519, ,534, % 4,548, , % 14, EADN6 FHLMC Note 0.75% Due 1/12/ ,00 08/05/ % 447, , % 449, % 1, G0TG8 FNMA Note 0.875% Due 2/8/2018 4,555,00 06/19/ % 4,548, ,551, % 4,561, , % 9, G0TG8 FNMA Note 0.875% Due 2/8/ ,00 06/25/ % 448, , % 450, % 1, G0TG8 FNMA Note 0.875% Due 2/8/ ,00 08/05/ % 348, , % 350, % 1, (1) Gain/Loss values are unrealized; however, if the security is held to maturity it will not result in a gain or loss on the security. Page 4

97 Foothill/Eastern - Indenture Funds Holdings Report Exhibit #4 As of 9/30/16 CUSIP Security Description Par Value/Units AGENCY Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Gain/Loss (1) Moody/S&P Fitch Maturity Duration A43 FHLB Note 1.375% Due 3/9/2018 4,505,00 06/25/ % 4,538, ,523, % 4,541, , % 18, A43 FHLB Note 1.375% Due 3/9/ ,00 06/25/ % 448, , % 448, % 1, A43 FHLB Note 1.375% Due 3/9/ ,00 08/05/ % 342, , % 342, % 1, A4GJ5 FHLB Note 1.125% Due 4/25/2018 4,530,00 06/16/ % 4,534, ,532, % 4,552, , % 19, A4GJ5 FHLB Note 1.125% Due 4/25/ ,00 06/25/ % 450, , % 452, , % 1, DT3 FHLB Note 1.25% Due 6/8/ ,00 08/05/ % 345, , % 347, , % 1, DT3 FHLB Note 1.25% Due 6/8/2018 4,500,00 09/25/ % 4,526,64 4,516, % 4,530, , % 13, G0E58 FNMA Note 1.125% Due 10/19/2018 4,919,00 09/23/ % 4,924, ,922, % 4,944, , % 21, EFPJ0 FFCB Note 1.29% Due 11/19/ ,00 05/27/ % 201, , % 201, % EFSJ7 FFCB Note 1.3% Due 12/14/2018 4,650,00 12/22/ % 4,638, ,641, % 4,690, , % 49, EADK2 FHLMC Note 1.25% Due 8/1/2019 5,295,00 09/23/ % 5,280, ,284, % 5,333, , % 49, EADM8 FHLMC Note 1.25% Due 10/2/2019 5,370,00 09/23/ % 5,339, ,346, % 5,407, , % 61, G0A78 FNMA Note 1.625% Due 1/21/ ,00 03/17/ % 303, , % 305, % 2, G0A78 FNMA Note 1.625% Due 1/21/2020 3,075,00 12/09/ % 3,072, ,073, % 3,130, , % 57, J77 FHLB Note 1.875% Due 3/13/ ,00 03/17/ % 408,48 407, % 410, % 2, EADR7 FHLMC Note 1.375% Due 5/1/2020 3,325,00 05/27/ % 3,339, ,338, % 3,361, , % 22, G0D75 FNMA Note 1.5% Due 6/22/ ,00 03/17/ % 351, , % 355, , % 4, G0D75 FNMA Note 1.5% Due 6/22/ ,00 05/27/ % 453, , % 456, , % 3, G0D75 FNMA Note 1.5% Due 6/22/2020 4,000,00 12/09/ % 3,954, ,962, % 4,061,20 16, % 98, US5 FHLB Note 2.875% Due 9/11/ ,00 05/27/ % 791, , % 794, , % 7, (1) Gain/Loss values are unrealized; however, if the security is held to maturity it will not result in a gain or loss on the security. Page 5

98 Foothill/Eastern - Indenture Funds Holdings Report Exhibit #4 As of 9/30/16 CUSIP Security Description Par Value/Units AGENCY Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Gain/Loss (1) Moody/S&P Fitch Maturity Duration 3135G0H55 FNMA Note 1.875% Due 12/28/2020 5,390,00 05/27/ % 5,503, ,495, % 5,541, , % 46, A7CV5 FHLB Note 1.375% Due 2/18/ ,00 03/17/ % 397, , % 402, % 4, A7CV5 FHLB Note 1.375% Due 2/18/2021 4,600,00 05/27/ % 4,585,05 4,586, % 4,627, , % 41, A7CV5 FHLB Note 1.375% Due 2/18/ ,00 Various 1.50 % 447, , % 452, % 5, Total Agency 133,154, % 133,562, ,341, % 133,966, , % 625, Aaa US CORPORATE 68389XAN5 Oracle Corp Note 1.2% Due 10/15/2017 1,250,00 09/28/ % 1,252, ,251, % 1,250, , % (1,030.09) A1 / AA- A WAQ4 American Honda Finance Note 1.55% Due 12/11/2017 1,700,00 09/25/ % 1,709, ,705, % 1,708, , % 3, A1 / A BFG0 Wells Fargo Corp Note 1.5% Due 1/16/2018 1,250,00 09/24/ % 1,248, ,249, % 1,251, , % 2, A2 / A AA AV2 Chevron Corp Note 1.365% Due 3/2/2018 1,700,00 09/24/ % 1,700, ,700, % 1,702, , % 2, Aa2 / AA G6W9 General Electric Capital Corp Note 1.625% Due 4/2/2018 1,100,00 11/19/ % 1,101, ,101, % 1,111, , % 10, A1 / AA- AA AJ9 Apple Inc Note 1% Due 5/3/2018 1,250,00 09/24/ % 1,242, ,245, % 1,248, , % 2, Aa1 / AA ESX8 John Deere Capital Corp Note 1.6% Due 7/13/2018 1,450,00 10/01/ % 1,455, ,453, % 1,458, , % 5, A2 / A ESX8 John Deere Capital Corp Note 1.6% Due 7/13/ ,00 10/01/ % 255, , % 256, % A2 / A TAY1 Toyota Motor Credit Corp Note 2% Due 10/24/2018 1,250,00 09/25/ % 1,258, ,255, % 1,268, , % 12, Aa3 / AA- A BFQ8 Wells Fargo Corp Note 2.15% Due 1/15/2019 3,000,00 08/22/ % 3,058,41 3,055, % 3,037, , % (18,751.24) A2 / A AA BFQ8 Wells Fargo Corp Note 2.15% Due 1/15/ ,00 Various 1.45 % 716, , % 713, , % (2,252.18) A2 / A AA BFQ8 Wells Fargo Corp Note 2.15% Due 1/15/ ,00 Various 1.63 % 248, , % 248, , % A2 / A AA HHH6 US Bancorp Callable Note Cont 3/25/ % Due 4/25/ ,00 09/24/ % 457, , % 459, , % 3, A1 / A+ AA (1) Gain/Loss values are unrealized; however, if the security is held to maturity it will not result in a gain or loss on the security. Page 6

99 Foothill/Eastern - Indenture Funds Holdings Report Exhibit #4 As of 9/30/16 CUSIP Security Description Par Value/Units US CORPORATE Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Gain/Loss (1) Moody/S&P Fitch Maturity Duration 91159HHH6 US Bancorp Callable Note Cont 3/25/ % Due 4/25/2019 2,192,00 Various 1.53 % 2,233, ,227, % 2,236, , % 9, A1 / A+ AA RN28 Paccar Financial Corp Note 1.3% Due 5/10/ ,00 09/19/ % 379, , % 380, , % A1 / A RN28 Paccar Financial Corp Note 1.3% Due 5/10/ ,00 09/27/ % 418, , % 418, , % (170.65) A1 / A TDE2 Toyota Motor Credit Corp Note 1.4% Due 5/20/ ,00 08/30/ % 802, , % 801, , % (1,804.63) Aa3 / AA- A TBP9 Toyota Motor Credit Corp Note 2.125% Due 7/18/2019 1,600,00 08/22/ % 1,639, ,638, % 1,629, , % (8,432.45) Aa3 / AA- A CK5 Berkshire Hathaway Note 1.3% Due 8/15/2019 3,425,00 08/30/ % 3,424, ,424, % 3,430, , % 6, Aa2 / AA A RBG6 Cisco Systems Note 1.4% Due 9/20/2019 4,850,00 09/27/ % 4,861, ,861, % 4,854, , % (7,007.08) A1 / AA ETJ8 John Deere Capital Corp Note 1.25% Due 10/9/2019 3,500,00 09/27/ % 3,483,34 3,483, % 3,477, , % (6,269.13) A2 / A AN0 Chevron Corp Callable Note Cont 10/15/ % Due 11/15/2019 1,548,00 09/27/ % 1,582, ,582, % 1,579, , % (2,877.60) Aa2 / AA GAG7 Exxon Mobil Corp Callable Note Cont 2/6/ % Due 3/6/2020 2,456,00 05/31/ % 2,472, ,470, % 2,501, , % 30, CS5 PepsiCo Inc Callable Note Cont 3/30/ % Due 4/30/2020 1,625,00 05/27/ % 1,637, ,636, % 1,649, , % 13, A1 / A A BGM6 Wells Fargo Corp Note 2.6% Due 7/22/ ,00 06/28/ % 226, , % 224, , % (1,580.90) A2 / A AA BGM6 Wells Fargo Corp Note 2.6% Due 7/22/2020 3,125,00 Various 1.88 % 3,213, ,207, % 3,188, , % (18,620.67) A2 / A AA AQ3 Intel Corp Note 2.45% Due 7/29/ ,00 06/09/ % 186, , % 186, % A1 / A+ A HNX4 JP Morgan Chase Callable Note Cont 09/29/ % Due 10/29/2020 4,700,00 05/27/ % 4,760, ,756, % 4,787, , % 30, A3 / A- A CAB8 Visa Inc Note 2.2% Due 12/14/2020 2,300,00 06/07/ % 2,348,76 2,345, % 2,358, , % 13, A1 / A (1) Gain/Loss values are unrealized; however, if the security is held to maturity it will not result in a gain or loss on the security. Page 7

100 Foothill/Eastern - Indenture Funds Holdings Report Exhibit #4 As of 9/30/16 CUSIP Security Description Par Value/Units US CORPORATE Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Gain/Loss (1) Moody/S&P Fitch Maturity Duration 92826CAB8 Visa Inc Note 2.2% Due 12/14/ ,00 06/09/ % 756, , % 758, , % 3, A1 / A BG4 Chevron Corp Callable Note Cont 4/15/ % Due 5/16/2021 3,230,00 06/28/ % 3,285, ,282, % 3,283, , % 1, Aa2 / AA Total US Corporate 52,894, % 53,416, ,374, % 53,459, , % 85, A1 / A+ A TOTAL PORTFOLIO 292,035, % 293,952, ,877, % 293,814, , % 936, Aa1 / AA+ Aaa TOTAL MARKET VALUE PLUS ACCRUED 294,736, (1) Gain/Loss values are unrealized; however, if the security is held to maturity it will not result in a gain or loss on the security. Page 8

101 FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY PORTFOLIO COMPOSITION BY FUND INDENTURE AND NON-INDENTURE FUNDS SEPTEMBER 30, 2016 NON-INDENTURE FUNDS MARKET VALUE INDENTURE FUNDS Exhibit #5 SECURITY TYPE CONSTRUCTION & GENERAL RESERVE FUNDS RESTRICTED CONSTRUCTION FUNDS MAINTENANCE & OPERATIONS FUNDS CURRENT EXPENSE RESERVE FUND DEBT SERVICE FUNDS DEBT SERVICE RESERVE FUNDS USE & OCCUPANCY FUND ENTERPRISE FUND TOTAL MONEY MARKET/CASH 3,904,532 2,283,436 1,455,023 7,034 99,505 68,070 13,282 14,892,956 22,723,838 NEGOTIABLE CD 8,000, ,000,000 COMMERCIAL PAPER 14,252,568 12,984, ,640, ,877,723 US TREASURY 49,816,276 7,002, ,199 36,429,645 40,397,655 3,122,106 1,723, ,891,797 US AGENCY 98,697,018 2,003,887-1,113, ,317,598 9,649, ,781,881 SUPRANATIONAL 5,128, ,128,423 US CORPORATE BONDS 55,241, ,066-50,594,525 2,865, ,126,606 MUNICIPAL BONDS TOTAL PORTFOLIO 235,040,631 24,273,992 1,455,023 1,946,293 36,529, ,018,506 15,649,973 16,616, ,530,268 ACCRUED INTEREST 802,514 20,213-5,381 41, ,487 49,094-1,750,065 TOTAL COMBINED PORTFOLIO 235,843,145 24,294,205 1,455,023 1,951,674 36,570, ,849,993 15,699,067 16,616, ,280,332

102 Foothill/Eastern Total Portfolio Transaction Ledger Exhibit #6 8/31/16 Thru 9/30/16 Transaction Type ACQUISITIONS Settlement Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount Interest Pur/Sold Total Amount Gain/Loss Purchase 09/01/ HJL7 3,000,00 Praxair Discount CP 0.38% Due 9/20/2016 Purchase 09/01/ HJL7 3,000,00 Praxair Discount CP 0.38% Due 9/20/2016 Purchase 09/21/ KC2 13,060,00 US Treasury Bill 0.25% Due 1/12/2017 Purchase 09/21/ KC2 1,725,00 US Treasury Bill 0.25% Due 1/12/2017 Purchase 09/22/ RN28 380,00 Paccar Financial Corp Note 1.3% Due 5/10/2019 Purchase 09/28/ GPX0 8,000,00 Bank of Nova Scotia Yankee CD 1.21% Due 5/3/2017 Purchase 09/28/ AML4 2,000,00 Rabobank Nederland NV NY Discount CP 0.801% Due 12/20/2016 Purchase 09/28/ AS12 4,000,00 Rabobank Nederland NV NY Discount CP 1.138% Due 5/1/2017 Purchase 09/29/ ALN7 2,500,00 Exxon Mobil Discount CP 0.45% Due 11/22/2016 Purchase 09/30/ BL76 4,350,00 Bank of Tokyo Mitsubishi NY Discount CP 0.56% Due 11/7/2016 Purchase 09/30/ BL76 450,00 Bank of Tokyo Mitsubishi NY Discount CP 0.56% Due 11/7/2016 Purchase 09/30/ AN0 1,548,00 Chevron Corp Callable Note Cont 10/15/ % Due 11/15/2019 Purchase 09/30/ AN0 50,00 Chevron Corp Callable Note Cont 10/15/ % Due 11/15/2019 Purchase 09/30/ RBG6 400,00 Cisco Systems Note 1.4% Due 9/20/2019 Purchase 09/30/ RBG6 4,450,00 Cisco Systems Note 1.4% Due 9/20/2019 Purchase 09/30/ AME0 4,400,00 Rabobank Nederland NV NY Discount CP 0.66% Due 12/14/2016 Purchase 09/30/ AME0 450,00 Rabobank Nederland NV NY Discount CP 0.66% Due 12/14/2016 Purchase 09/30/ AS12 1,300,00 Rabobank Nederland NV NY Discount CP 1.13% Due 5/1/2017 Purchase 09/30/ ETJ8 3,500,00 John Deere Capital Corp Note 1.25% Due 10/9/ % 2,999, ,999, % 2,999, ,999, % 13,049, ,049, % 1,723, ,723, % 379, , , % 8,000,00 8,000, % 1,996, ,996, % 3,973, ,973, % 2,498, ,498, % 4,347, ,347, % 449, , % 1,582, , ,594, % 51, , % 400, , % 4,460, , ,462, % 4,393,95 4,393, % 449, , % 1,291, ,291, % 3,483,34 2, ,485, Page 1

103 Foothill/Eastern Total Portfolio Transaction Ledger Exhibit #6 8/31/16 Thru 9/30/16 Transaction Type ACQUISITIONS Settlement Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount Interest Pur/Sold Total Amount Gain/Loss Purchase 09/30/ RN28 418,00 Paccar Financial Corp Note 1.3% Due 5/10/ % 418, , , Subtotal 58,981,00 58,947, , ,968, TOTAL ACQUISITIONS 58,981,00 58,947, , ,968, DISPOSITIONS Maturity 09/15/ AJF1 1,000,00 Rabobank Nederland NV NY Discount CP 0.84% Due 9/15/2016 Maturity 09/15/ AJF1 2,000,00 Rabobank Nederland NV NY Discount CP 0.84% Due 9/15/2016 Maturity 09/15/ VW7 345, % Due 9/15/2016 Maturity 09/15/ VW7 5,000, % Due 9/15/2016 Maturity 09/16/ GJG2 4,500,00 Toyota Motor Credit Discount CP 0.35% Due 9/16/2016 Maturity 09/20/ HJL7 3,000,00 Praxair Discount CP 0.38% Due 9/20/2016 Maturity 09/20/ HJL7 3,000,00 Praxair Discount CP 0.38% Due 9/20/2016 Maturity 09/30/ F47 50,00 0.5% Due 9/30/2016 Maturity 09/30/ LP3 17,665,00 3% Due 9/30/ ,000,00 1,000, ,000,00 2,000, ,00 345, ,000,00 5,000, ,500,00 4,500, ,000,00 3,000, ,000,00 3,000, ,00 50, ,665,00 17,665,00 Maturity 09/30/ LP3 1,670,00 3% Due 9/30/ ,670,00 1,670,00 Subtotal 38,230,00 38,230,00 38,230,00 TOTAL DISPOSITIONS 38,230,00 38,230,00 38,230,00 Page 2

104 Investment Definitions Exhibit #7 Accrued Interest. The interest that has accumulated on a bond since the last interest payment up to, but not including, the settlement date. Basis Point. Unit of interest rates or yields expressed as a percentage. One hundred basis points equal one percent. Book Value. The value at which an asset is carried on a balance sheet. To calculate, take the cost of an asset adjusted for the cumulative amortization of premium/discount recorded to date. Book Yield. The yield that equates the current amortized value of the security to its periodic future cash flows. Call Risk. This reflects the danger that a bond might be called or redeemed during a period of declining interest rates. When high-yielding investments are called during periods of declining interest rates, investors must then reinvest the proceeds in obligations that have lower yields. Fund managers can reduce this risk by holding issues with longer periods of call protection. Cost Value. The original price paid for the investment, excluding interest purchased. Coupon Rate. The annual interest rate that a debt issuer promises to pay an investor. Credit Risk. Reflects the possibility that the issuer will not make promised interest and principal payments on time or in full. Treasury securities are considered to have no risk. Discount. The amount which is deducted from the par value when purchasing a security that has a coupon rate lower than the current market value. Duration. The weighted average time to maturity of a bond where the weights are the present value of future cash flows. Duration measures the price sensitivity of a bond to changes in interest rates. Event Risk. This reflects the chance that a leveraged buyout, takeover, or other recapitalization would materially weaken the claims of existing bondholders, sometimes to the benefit of stockholders. A classic example was the buyout of RJR Nabisco. The company s bond prices declined after its creditworthiness was downgraded to reflect a higher debt load. Fixed Income Security. A debt instrument with a fixed or variable interest component and a maturity date. Gain/Loss. The unrealized gain or loss on the security, compared to either cost or amortized value, as of the date of the report. Page 1

105 Investment Definitions Exhibit #7 Interest Pur/Sold. The accrued interest purchased or sold on the transaction. When a bond is purchased or sold between coupon payment dates, the accrued interest up to the settlement date of the transaction is included in the net proceeds. Interest Rate (or Market) Risk. The risk that the market value of the portfolio will rise or fall when interest rates fluctuate. When interest rates rise, bond prices fall. The longer the maturity of the bond and the lower the coupon rate, the greater the vulnerability to a change in interest rates. Liquidity Risk. Esoteric securities and other thinly traded securities carry the danger of not being easily or quickly sold. This means that the fund manager may have to accept a sub-optimal bid for securities if a competitive market does not exist and the manager must liquidate the position on short notice. Market Value. The current fair value of an investment, as determined by transactions between willing buyers and sellers. Maturity Date. The date on which the principal or last principal payment on a debt is due and payable. Money Market Security. A short-term debt instrument such as a treasury bill or commercial paper. Mkt YTM (Market Yield to Maturity). The internal rate of return that equates the periodic future cash flows (interest payments and redemption value) to the market price, assuming that all cash flows are invested at the same yield to maturity rate. Par Value/Units. The face value of a security which represents the amount to be paid by the issuer at maturity. Premium. The amount above the par value which is paid to purchase a security that has a coupon rate higher than the current market rate. Reinvestment Risk. When interest rates fall, so do the rates at which bond interest payments can be reinvested. This reduces realized yields, since the bondholder will earn less interest on interest. Zero-coupon bonds do not make periodic interest payments, and as such, are not subject to reinvestment risk. Yield. The internal rate of return on an investment. Yield encompasses the following factors: historical cost, coupon rate, interest payments and their reinvestment and maturity date. Page 2

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107 125 Pacifica, Irvine, CA / FAX 949/ DATE: November 10, 2016 TO: FROM: SUBJECT: Foothill/Eastern Transportation Corridor Agency Board of Directors Maria Fazio, Manager, Budget and Planning First Quarter Fiscal Year 2017 Budget Status Report STAFF RECOMMENDATION: Receive and file. BACKGROUND: The Board of Directors approved the Foothill/Eastern Transportation Corridor Agency (F/ETCA) Fiscal Year 2017 (FY17) budget on June 9, Budget amendments are generally proposed when a marked change in operating results is anticipated to have a measurable impact on future revenues or expenses. Since all budget appropriations lapse at year-end, expense line items are not routinely adjusted down. The Chief Executive Officer (CEO) has the authority to make budget transfers and reallocate funds within the major categories of Administration, SR 241, Capital Improvement Projects, Other Planning, Environmental and Construction, Toll Operations, and Debt Expenses, subject to controls in place under the 2013 and 2015 Indentures of Trust, the Board approved Contracts and Procurement Manual, Investment Policy, Staffing and Compensation Plan, and the Agency s enabling legislation. The approved sources budget for FY17 is $433.9 million, which includes $192.6 million of revenue, $11.1 million of cash on hand restricted for debt service, and $230.2 million of available cash. The expenditures budget for FY17 totals $199.0 million. The attached report analyzes variances based on year-to-date unaudited revenues and expenditures.

108 First Quarter Fiscal Year 2017 Budget Status Report File No. 2016F-020 November 10, 2016 Page 2 DISCUSSION: Revenue Summary FY17 revenues as of the three months ended September 30, 2016, of $49.3 million represent 25.6% of the $192.6 million in annual budgeted revenues. Variances by type of revenue and detailed explanations are included below. FootIill/Eastern Transportation Corridor Agency Budget to Actual Revenues First Quarter Ending September 30, 2016 ($000) Description Annual Above/(Below) % of Original Amendments Amended Actual Original Original Budget & Transfers Budget To Date Budget Budget* Revenues: Net Toll Revenue 139, ,664 36,413 (103,251) 26.1% (1) Penalties 19,200-19,200 4,428 (14,772) 23.1% (2) Fees 10,387-10,387 2,639 (7,748) 25.4% (3) Development Impact Fees 19,000-19,000 4,440 (14,560) 23.4% (4) Interest Earnings 3,756-3,756 1,223 (2,533) 32.6% (5) Other Revenue (449) 25.8% (6) Total Revenues 192, ,612 49,299 (143,313) 25.6% *25% Target as of end of first quarter (1) At the end of the first quarter of FY17, the Agency recorded net toll revenue of $36.4 million, or 26.1% of the budget. Revenue is above target due to increased transactions. (2) Penalties were budgeted for FY17 at $19.2 million. Actual revenue received totaled $4.4 million, or 23.1% of the budget. Violation penalty revenue is recorded on a cash basis when it is collected, often many months after the related transactions occur on our roads. The Agency continues to waive penalties for first time violations and has expanded toll account programs with major rental car agencies thereby improving customer service and reducing potential violations. The effects of these programs may result in penalties revenue being below budget for FY17. The Agency will continue to monitor this item. (3) Fees were budgeted for FY17 at $10.4 million. Actual revenue received totaled $2.6 million, or 25.4% of the budget. Fees revenue includes account maintenance fees on FasTrak accounts and other miscellaneous fees related to operations as well as fees related to programs with San Francisco Airport and rental car agencies. (4) Development Impact Fee collections totaled $4.4 million, representing 23.4% of the budget. Development impact fees, assessed on new residential and non-residential (commercial, industrial, etc.) development, are highly cyclical as they are based on market conditions.

109 First Quarter Fiscal Year 2017 Budget Status Report File No. 2016F-020 November 10, 2016 Page 3 (5) Interest earnings for the fiscal year are above budget at $1.2 million, or 32.6% primarily resulting from working with the Agency s investment advisor to implement an active management strategy. (6) Other Revenue budgeted at $605,000 totaled $156,000 or 25.8% of the annual budget and was for rental income from the San Joaquin Hills Transportation Corridor Agency. Expenditures Summary Through the end of the first quarter of FY17 actual expenditures on an accrual basis of $35.9 million represent 18.1% of the $199.0 million annual expenditures budget. Variances by expenditure and explanations of any significant variances are provided below. A detailed expenditure report by category follows the summary explanations. Prorated % of Amended Amendments Annual Original Prorated Budget vs Original & Amended Actual Balance Budget Amended Actuals Description Budget Transfers Budget To Date Remaining Expended* Budget Variance Administration: Nonoperating Administration 9,312-9,312 2,098 7, % 2, Toll Operating Administration 8,343-8,343 2,238 6, % 2,086 (152) Total Administration 17,655-17,655 4,336 13, % 4, (7) Planning, Environmental and Construction 53,720-53, , % 13,430 13,158 (8) Toll Operations: Customer Service & Toll Compliance 9,976-9,976 2,187 7, % 2, Toll Systems 2,156-2, , % Toll Facilities % Operations Equipment 1,990-1, , % Total Toll Operations 14,884-14,884 3,143 11, % 3, (9) Debt 112, ,770 28,193 84, % 28,193 - (10) Total Expenditures 199, ,029 35, , % 49,759 13,815 *25% Target as of end of first quarter FootIill/Eastern Transportation Corridor Agency Budget to Actual Expenditures First Quarter Ending September 30, 2016 ($000) (7) Total Administration expenditures were $4.3 million, or 24.6% of the $17.7 million annual budget. The variance of $78,000 between the prorated budget and year-todate expenses in this category is explained as follows: Salaries, benefits, employer taxes, and temporary help are approximately $63,000 lower than the prorated budget. These items are considered on track with the annual budget. Insurance is lower than the prorated budget by $42,000 primarily due to the self-insured retention that has not been used and renewals of other policies that came in under budget. Coverage for various policies has been combined into other policies also resulting in savings.

110 First Quarter Fiscal Year 2017 Budget Status Report File No. 2016F-020 November 10, 2016 Page 4 Legal is higher than the prorated budget by $37,000 primarily because of operations litigation costs. Most of the costs are expected to be reimbursed later in the fiscal year. This item is being closely monitored. Consulting and Other Services is lower than the prorated budget by $128,000 and are incurred as needed. Marketing is lower than the prorated budget by $85,000 during the first quarter of the fiscal year due to minimal advertising while the new marketing campaign was being developed. The new campaign will launch in November with a multi-media mix of advertising. Building Services for the Pacifica building is lower than the prorated budget by $47,000 due to maintenance and landscape projects expected to occur later in the fiscal year. Pacifica Fixed Assets is higher than the prorated budget by $515,000 primarily due to anticipated early fiscal year costs for the Pacifica building Heating, Ventilation, and Air Conditioning upgrade and Boardroom Remodel projects. This item is considered on track with the annual budget. SR 241 Administration expenses are $128,000 under the prorated budget at the end of the fiscal year due to the timing of the project. Consulting and outreach expenses are used only on an as needed basis. SR 241 Legal expense is lower than the prorated budget by $74,000. These expenditures are incurred on an as needed basis. Several expenses including Board Compensation, Telephone/ Communications, Education, Seminars and Memberships, Publications and Subscriptions, Transportation and Travel, and Office Equipment comprise $63,000 of the remaining Administrative Expenses that are under the prorated budget. These expenses are incurred on an as needed basis. (8) Expenditures in the Planning, Environmental and Construction categories totaled $272,000, or 0.5% of the $53.7 million budget. The variance of $13.2 million between the prorated budget and actual results at the end of the first quarter of the fiscal year is a result of the following: 241 to I-5 Connection and Oso Bridge and Gap Closure Design, Environmental, Right-of-Way, and Construction Management were budgeted for FY17 at $30.9 million. Year-to-date expenses of $127,000 are $7.6 million under the prorated budget. The items in this category are under budget due to the timing of the projects.

111 First Quarter Fiscal Year 2017 Budget Status Report File No. 2016F-020 November 10, 2016 Page 5 Capital Improvement Projects (CIP) expenditures are at $79,000, or 0.4% of the $19.8 million budget through the end of the first quarter, and under the prorated budget by $4.9 million. The status of projects in the CIP budget are as follows: o The Wildlife Safety Fencing project is $3,000 under the prorated budget due to a contract time extension to complete the Final Post-Construction Monitoring Report, as well as a revision to the frequency of monitoring from monthly to quarterly, which will provide a cost savings to the Agency while preserving the ability to document the effectiveness of the new fence. Staff anticipates the final monitoring report to be submitted in February o The SR 241/91 Connector is $3.4 million under the prorated budget at 0.2%. The final engineering contract had been anticipated to begin earlier in the fiscal year but was just approved by the Board of Directors in October This project is on target with the project budget. o The Toll Booth Removal project is budgeted at $3.0 million and is under the prorated budget by $751,000 due to the commencement of the project later in the fiscal year. The design work for this project is near completion and construction is anticipated to start in December o The Signage Improvements project is under the prorated budget by $703,000, with expenditures through the end of the first quarter of $44,000, or 1.5% of the $3.0 million budget. The project is currently in the design phase and alternatives are being developed for review by Caltrans. Construction is expected to start in early Other Planning, Environmental and Construction not related to current CIP projects is under the prorated budget by $702,000. Funding for ongoing environmental mitigation costs and studies to monitor the Agency s compliance with permits and other environmental documents occur at various times throughout the year, but only as needed. (9) Expenditures in the Toll Operations category totaled $3.1 million, or 21.1% of the $14.9 million annual budget. Toll Operations consists of costs associated with customer service, toll compliance, toll systems, toll facilities, and operations equipment. The variance of $579,000 between the prorated budget and actual results at the end of the first quarter is a result of the following. Customer Service and Toll Compliance expenditures were under the prorated budget by $307,000, and at 21.9% primarily due to labor costs that were not spent due to not being fully staffed in the first quarter of the fiscal year, and postage and consulting expense that is used on an as needed basis.

112 First Quarter Fiscal Year 2017 Budget Status Report File No. 2016F-020 November 10, 2016 Page 6 Toll Systems is lower than the prorated budget by $156,000 and at 17.8%. Project costs are expected to be incurred later in the fiscal year and consulting services and replacement parts in these categories are spent as needed. Toll Facilities is lower than the prorated budget by $32,000 and at 20.9% primarily due to projects and maintenance that are incurred as needed or expected to occur later in the fiscal year. Total Operations Equipment expenditures are under the prorated budget by $84,000 and at 20.8% due to the need and timing of transponder deliveries and vehicle and toll equipment purchases scheduled for later this fiscal year. (10) FY17 Debt of $28.2 million represents 25.0% of the annual budget. The Agency budgets and makes debt payments as scheduled in the bond documents. CONCLUSION: Through the end of the first quarter of FY17, the Foothill/Eastern Transportation Corridor Agency received a total of $49.3 million in revenue, or 25.6% of the annual budget. Net Toll Revenue, Fees, Interest Earnings, and Other Revenue were above target at 26.1%, 25.4%, 32.6%, and 25.8%, respectively. Penalties and Development Impact Fees are below target at 23.1% and 23.4%, respectively. Total expenditures were at $35.9 million, or 18.1% of the annual budget at the end of the first quarter of the fiscal year. Administration, Planning, Environmental and Construction, and Toll Operations were below the annual budget at 24.6%, 0.5%, and 21.1%, respectively. Debt was at an expected 25.0%.

113 First Quarter Fiscal Year 2017 Budget Status Report File No. 2016F-020 November 10, 2016 Page 7 Foothill/Eastern Transportation Corridor Agency Budget to Actual Expenditures First Quarter Ending September 30, 2016 ($000) Annual % of % of Original Amendments Amended Actual Balance Budget Budget Category Budget & Transfers Budget To Date Remaining Expended* Remaining Administration: Regular Salaries & Temporary Help 4,663-4,663 1,136 3, % 75.6% Board Compensation % 87.6% Benefits 1,765-1, , % 76.5% Employer Taxes % 81.1% Insurance 1,076-1, % 78.9% Legal Expense % 70.2% Telephone/Comm % 76.2% Office Expense % 75.0% Educ, Seminar, Membership, Mtg 175 (3) % 85.5% Consulting & Other Services 1, , , % 83.9% Marketing % 86.9% Publications & Subscriptions % 83.3% Rents & Leases % 74.6% Building Services % 82.5% Transportation & Travel % 87.9% Office Equipment % 79.1% Pacifica Fixed Assets 1,473-1, % 40.1% Subtotal Administration 13,636-13,636 3,534 10, % 74.1% SR 241 Administration: Administration 3,244-3, , % 79.0% Legal % 84.5% Subtotal SR 241 Admin 4,019-4, , % 80.0% Total Administration 17,655-17,655 4,336 13, % (7) 75.4% Planning, Environmental and Construction: SR 241: Design/Program Mgmt 3,320-3,320-3, % 100.0% Design Special Studies & Other 2,403-2, , % 97.7% Design Contingency % 100.0% Design General Engineering Cost % 97.6% Environmental 12,913-12, , % 99.6% ROW Acquisitions, Appraisals & Other 11,089-11,089-11, % 100.0% Construction Management & Other Constr % 100.0% Total SR ,870-30, , % 99.6% Capital Improvement Plan (CIP): Wildlife Safety Fencing % 80.0% SR241/91 Connector 13,770 (47) 13, , % 99.8% Toll Booth Removal 2, ,004-3, % 100.0% Signage Improvements 2,988-2, , % 98.5% 241 Widening-133 to Chapman (Loma Seg) % 100.0% Total Capital Improvement Plan 19,778-19, , % 99.6% Other Planning, Environmental and Construction: Environmental % 93.3% Design/Program Mgmt % 100.0% Design Special Studies & Other % 98.9% ROW Acquisitions, Appraisals & Other % 100.0% Other Construction FETC % 100.0% Total Other Planning, Environ and Constr 3,072-3, , % 97.9% Total Planning, Environmental and Construction 53,720-53, , % (8) 99.5%

114 First Quarter Fiscal Year 2017 Budget Status Report File No. 2016F-020 November 10, 2016 Page 8 Foothill/Eastern Transportation Corridor Agency Budget to Actual Expenditures First Quarter Ending September 30, 2016 ($000) Annual % of % of Original Amendments Amended Actual Balance Budget Budget Category Budget & Transfers Budget To Date Remaining Expended* Remaining Toll Operations Customer Service & Toll Compliance 9,976-9,976 2,187 7, % 78.1% Toll Systems 2,156-2, , % 82.2% Toll Facilities % 79.1% Subtotal Toll Operations 12,894-12,894 2,729 10, % 78.8% Operations Equipment: Transponder Equipment 1,772-1, , % 78.6% Toll Equipment % 83.9% Total Equipment 1,990-1, , % 79.2% Total Toll Operations 14,884-14,884 3,143 11, % (9) 78.9% Debt Service 112, ,770 28,193 84, % (10) 75.0% Total Expenditures 199, ,029 35, , % 81.9% *25% Target as of end of first quarter

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116 JOINT TOLL OPERATIONS COMMITTEE TRANSMITTAL DATE: November 10, 2016 TO: FROM: SUBJECT: Present: Absent: Members of Board of Directors Samuel Johnson, Chief Toll Operations Officer 2016J-056 Telecommunications Services Craig Young (Chair), Scott Peotter (Vice-chair), Ross Chun, Bert Hack, Chuck Puckett, Ed Sachs, Christina Shea, Todd Spitzer and Scott Voigts Tony Beall Joint Toll Operations Committee Meeting October 26, 2016 Committee Discussion Telecommunications Services Contract Award (Jeff Bond, Director, Information Technology) Staff requested Committee approval to present the Board of Directors a recommendation for contract award to Level(3) Communications to provide voice and data services for the Agency. Staff highlighted the Agency s telecommunication needs related to toll system operations, customer service and general administrative functions; and shared information regarding the completed procurement. Committee members discussed details on the procurement process, team and evaluation results, as well as strengths and weaknesses of the shortlisted proposals. The Committee inquired as to the Agencies satisfaction with the present provider and the use of all in-house evaluators and their capabilities. Staff is very satisfied with the present provider and the knowledge of the evaluators. The item was unanimously recommended for consideration by the Boards. Motion: Second: Vote: Spitzer Voigts Unanimous O:/Agendas/Boarddpkg/ad hoc committee transmittal form

117 125 Pacifica, Irvine, CA / FAX 949/ DATE: November 10, 2016 TO: FROM: SUBJECT: San Joaquin Hills Transportation Corridor Agency Board of Directors Foothill/Eastern Transportation Corridor Agency Board of Directors Jeff Bond, Director of Information Technology Telecommunications Contract STAFF RECOMMENDATION: San Joaquin Hills Transportation Corridor Agency Recommendation: Authorize the chief executive officer (CEO) to execute a three-year contract with Level(3) Communications, LLC for an amount not-to-exceed $354,900 plus one three-year extension option, for voice and data services. Foothill/Eastern Transportation Corridor Agency Recommendation: Authorize the chief executive officer (CEO) to execute a three-year contract with Level(3) Communications, LLC for an amount not-to-exceed $425,100 plus one three-year extension option, for voice and data services. BACKGROUND: The Agencies current three-year telecommunications contract was awarded through a competitive procurement process in 2013 to the current provider Level(3) (formerly twtelecom). The Agencies utilize voice and data services extensively to support system operations, customer service and general administrative functions. As the current contract is expiring, staff conducted a new procurement in an effort to maintain competitive pricing and add additional service capabilities. This item was discussed at the Joint Toll Operations Committee on October 26, 2016 and unanimously recommended for consideration by the Boards.

118 Telecommunications Contract File No. 2016J-056 Page 2 of 3 November 10, 2016 DISCUSSION: Voice and data services are used to handle inbound and outbound phone calls; provide connectivity to the Internet and San Clemente service center; and to facilitate electronic transaction and payment processing. The Agencies call center receives more than 2.5 million inbound calls annually from customers wishing to speak to a customer service representative or to use the self-help interactive voice system. In addition to inbound calls, approximately 1.2 million outbound calls are made by customer service staff and the Agencies automated system to resolve and/or inform customers of issues with their account. Data services also play a critical and growing role in supporting toll operations as enhanced technologies and process are implemented for: interoperability with other toll agencies; collecting customer surveys; mobile applications; and license plate image review services. A cost effective and scalable solution capable of handling these requirements and future increases in capacity is needed. Scope of Work In August 2016, TCA issued a Request for Proposals (RFP) K for a firm to provide telecommunication services. These services include voice and data circuits required to support the Agencies administrative and toll operations functions. The RFP scope for data included internet connectivity and redundancy with bandwidth requirements to accommodate anticipated growth over the next three years of the contract. The requirements for voice services also specified the number of phone lines required and capacity scalability for call center growth over the contract period. Additional requirements were included for enhanced 911 services (mapping addresses to the dialing location), conference call capabilities, and a customer portal for billing, service changes, service ticket and escalation processes. Selection Process & Results Staff posted an RFP on PlanetBids and contacted six telecommunications providers directly. Three firms submitted proposals, Level(3) Communications, LLC, Cox Business, and Windstream. All three proposals were reviewed by an evaluation team consisting of four representatives from the Toll Operations department. Proposals were evaluated and scored based on the firm s capability to meet the voice and data requirements outlined in the RFP; the proposer s implementation capabilities and schedule; references; and their proposed pricing. Based on staff s evaluations, two firms; Cox Business and Level 3 Communications, LLC were shortlisted and scheduled for follow-up interviews. Interviews were conducted on October 18, 2016 with both firms. The interview process gave the shortlisted firms an opportunity to present and explain their telecommunications and data solutions for the Agencies. The presentation period was followed by an extended question and answer period with staff posing questions based on each firm s RFP submittal. During the interview process staff also provided the opportunity to respond to any questions raised by the proposers. Final scoring was conducted after the interviews based on the same criteria outlined in the RFP.

119 Telecommunications Contract File No. 2016J-056 Page 3 of 3 November 10, 2016 Level(3) Communications, LLC received the highest score by all evaluating members. Level(3) met and provided pricing for all requirements outlined in the RFP. Cox was not able to confirm their offer of all the required services and their pricing was questionable for the data services offering. In discussions with Cox, their data solution was vague citing multiple possible solutions without a firm plan for what would be provided to TCA. The enhanced 911 and conference calling services were also not offered or priced. The contracted pricing for Level(3) s services would be $780,000 over three years based on actuals and the additional services specified in the RFP. The additional services include an increase in bandwidth from 6Mb to 50Mb at the Agencies Irvine Ranch data center with a customer portal to control bandwidth dynamically and the capability to increase the number of call center voice lines as needed. BUDGET: Funding for the current fiscal year s estimated cost of $130,000 is included in the approved Fiscal Year (FY) 2017 budget. The estimated costs for telecommunications services in subsequent years will be included in future budgets. The total amount contract authorization requested for authorization is $354,900 for the San Joaquin Hills TCA and $425,100 for the Foothill/Eastern TCA. SUMMARY: The Agencies utilize voice and data services extensively to support toll system operations, customer service and general administrative functions. As the current contract is expiring, staff conducted a new procurement in an effort to maintain competitive pricing and add additional service capabilities. As a result of this effort, staff recommends awarding Level(3) Communications, LLC a three-year contract with an amount not-to-exceed $780,000 and one three-year extension option for telecommunications services. Attachment(s): Telecommunications PSR Committee Transmittal

120 PROCUREMENT SUMMARY REPORT File No. 2016J-056 Contract #: Title: Recommend Award To: K Telecommunications and Data Services Level 3 Communications, LLC Irvine, CA Procurement Process Type: Request for Proposal Award Criteria: Best Value Negotiated Price: Not-to-Exceed $780,000 Contingency: $ Vendor Sourcing: The Agencies Contracts Department posted RFP K on the Agencies PlanetBids e-procurement system. Twenty-two firms expressed interest in this procurement and three firms submitted proposals. Award Results 1 : CONSULTANT NAME RANK POINT TOTAL EVALUATOR RANKING TOTAL 2 PRICE Level 3 Communications Subcontractor (None) $780,000 Cox Communications Subcontractor (None) Undetermined 3 (1) The award is based on the highest ranked firm s interview before four evaluators. (2) The sum of rankings is converted from the total points assigned by evaluators, based on weighted evaluation criteria. (3) Cox Communications final proposed price cannot be determined due to unknown, due-to-be determined start-up costs. Further, its proposal indicated it would provide some of the required telecommunication and data services via third parties, at costs presently unknown.

121 Proposal Evaluation: EVALUATION CRITERIA Professional capability, demonstrated competence, and specialized experience of the proposer, including references. Experience of key service and support personnel Proposer s reliability and ability to meet project requirements according to service schedules. Compensation Proposal Weighted Value Max. Points Eval. 1 Level 3 Communications Cox Communications Windstream Communications Eval. 2 Eval. 3 Eval. 4 Total Eval. 1 Eval Total: Proposal Ranking: FIRM Evaluator 1 Evaluator 2 Evaluator 3 Evaluator 4 Evaluator Ranking Total Level 3 Communications Cox Communications Windstream Communications Note The evaluation panel interviewed the top two ranked proposers. Eval. 3 Eval. 4 Total Eval. 1 Eval. 2 Eval. 3 Eval. 4 Total

122 Interview Evaluation: EVALUATION Weighted CRITERIA Value Professional capability, demonstrated competence, and specialized experience of the proposer, including references. Experience of key service and support personnel Proposer s reliability and ability to meet project requirements according to service schedules. Compensation Proposal Max. Points Eval. 1 Level 3 Communications Eval. 2 Eval. 3 Eval. 4 Total Eval. 1 Cox Communications Eval. 2 Eval. 3 Eval. 4 Total Total: Interview Ranking: FIRM Evaluator 1 Evaluator 2 Evaluator 3 Evaluator 4 Evaluator Ranking Total Level 3 Communications Cox Communications Contract Notes: The Agencies will reimburse Level 3 monthly on a per usage basis. Contract No. K indicates the usage costs for telecommunications and data services. Contract No. K is Level 3 s form of contract and includes an indemnification provision. All provisions will be reviewed and approved by legal counsel prior to execution.

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125 COMMITTEE TRANSMITTAL DATE: November 10, 2016 TO: FROM: SUBJECT: Members of Board of Directors David Lowe, Chief Engineer 241/91 Express Connector Project Approval/Environmental Document (PA/ED) Contract Amendment Foothill/Eastern 241/91 Express Connector Ad Hoc Committee Meeting, September 15, 2016 Present: Absent: Todd Spitzer (Chair), Ed Sachs (Vice Chair), Lisa Bartlett, Chuck Puckett, Christina Shea, Craig Young N/A Joint Capital Programs & Projects Committee Meeting, October 20, 2016 Present: Absent: Melody Carruth, Ross Chun, Joseph Muller, Mark Murphy, Christina Shea, Scott Voigts Chuck Puckett (Chair), Lisa Bartlett, Todd Spitzer, Craig Young Committee Discussion Staff presented an overview of the 241/91 Express Connector Project Approval/Environmental Document contract amendment for the November Board agenda. This proposed amendment covers additional work items related to the project approval and environmental document contract with Michael Baker International. These include review of the final engineering documents for impacts to the PA/ED work, field surveys and clearances for final engineering work to be performed under a separate contract. Also included are revisions and supplements to technical studies that were required during the preparation of the draft environmental document. At the time of the committee meeting the amendment amount was still being finalized, therefore a committee vote on the staff recommendation was not taken. The committee had no questions regarding the proposed amendment.