JOINT MEETING OF THE BOARDS OF DIRECTORS...Joint Board of Directors Agenda November 10, 2016 Page 4...

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:

November 10, 2016

9:00 a.m.

TCA Offices 125 Pacifica, Board Room Irvine, California 92618

AGENDA

I. CALL TO ORDER

INVOCATION

(Director Puckett)

PLEDGE OF ALLEGIANCE (Director Peotter)

ROLL CALL – SAN JOAQUIN HILLS BOARD OF DIRECTORS Chair Ross Chun City of Aliso Viejo Vice-Chair Melody Carruth City of Laguna Hills Director Lisa Bartlett County of Orange, 5th District Director Kerry Ferguson City of San Juan Capistrano Director Bert Hack City of Laguna Woods Director 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, 3rd District Director Kathy Ward City of San Clemente Director Ryan Chamberlain Caltrans, Ex-Officio Member

Joint Board of Directors Agenda November 10, 2016

ROLL CALL – FOOTHILL/EASTERN BOARD OF DIRECTORS Chair Craig Young City of Yorba Linda Vice-Chair Lisa Bartlett County of Orange, 5th District Director Tony Beall City of Rancho Santa Margarita Director Kerry Ferguson City of San Juan Capistrano Director Lucille Kring City of Anaheim Director 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, 4th 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, 3rd 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.


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 2017. The attachments to this report identify all requisitions and contract actions authorized between July 1 and September 30, 2016.

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, 2016. 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.


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 2017. The attachments to this report identify all requisitions and contract actions authorized between July 1 and September 30, 2016.

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, 2016. 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.



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%.


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.


9. F/ETCA ONLY ITEM241/91 EXPRESS CONNECTOR PROJECT APPROVAL/ENVIRONMENTALDOCUMENT (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 2011. 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. K000628 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 $600,000.

2. Authorize the CEO to execute additional changes to this contract within fivepercent ($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 54956.9)

• In Re Toll Roads Litigation, United States District Court, Central Districtof California, Case No. 8:16-cv-00262 AG (JCGx))

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


F/ETCA ONLY ITEMS CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION


• One matter CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION


• California State Parks Foundation, et al. v. Foothill/Eastern Transportation Corridor Agency San Diego Superior Court, Case No. GIN051194

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

• Native American Heritage Commission v. Foothill/Eastern Transportation Corridor Agency San Diego Superior Court, Case No. GIN051370

• Jeffrey A Turner v. Native American Heritage Commission San Diego

Superior Court, Case No. 37-2008-00060583-CU-WM-NC

• California State Parks Foundation, et al. v. Foothill/Eastern Transportation Corridor Agency San Diego Superior Court, Case No. 37-2013-00049797

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

• California Regional Water Quality Control Board, San Diego Region, Waste Discharge Requirements Tentative Order No. R-09-2103-0007

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.

JOINT MEETING OF THE BOARDS OF DIRECTORS

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

MINUTES

October 13, 2016 9:00 a.m.

TCA Offices

125 Pacifica, Board Room Irvine, California 92618

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, 5th 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, 3rd 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

Joint Board of Directors Minutes October 13, 2016

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ROLL CALL – FOOTHILL/EASTERN BOARD OF DIRECTORS Chair Craig Young City of Yorba Linda Vice-Chair Lisa Bartlett County of Orange, 5th 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, 3rd 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 City of Rancho Santa Margarita Director Michele Martinez City of Santa Ana Director Shawn Nelson County of Orange, 4th 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.


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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, 2016. 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.


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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, 2016. 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: Peotter SECOND: Carruth VOTE: 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.


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Approve Audited Financial Statements.

MOTION: Voigts SECOND: Kring VOTE: 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 three-year 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 one-year 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 one-year 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


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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 2017. 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 $11,472.

2. 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 $11,022.

2. 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.


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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.

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. 12-708 in substantial form between Caltrans and F/ETCA for Caltrans to perform independent quality assurance review as the design oversight agency.


1. Authorize the Chief Executive Officer (CEO) to execute contract K001071 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. 12-708 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.


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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 54957 (a).)

• Consultation with Irvine Police Department, Ray Chips, Ed.D., Program Specialist and Lieutenant Dave Klug.

CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION


• In Re Toll Roads Litigation, United States District Court, Central District of California, Case No. 8:16-cv-00262 AG (JCGx))

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


Page 9

F/ETCA ONLY ITEMS CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION


• One matter CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION


• California State Parks Foundation, et al. v. Foothill/Eastern Transportation Corridor Agency San Diego Superior Court, Case No. GIN051194

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

• Native American Heritage Commission v. Foothill/Eastern Transportation Corridor Agency San Diego Superior Court, Case No. GIN051370

• Jeffrey A Turner v. Native American Heritage Commission San Diego

Superior Court, Case No. 37-2008-00060583-CU-WM-NC

• California State Parks Foundation, et al. v. Foothill/Eastern Transportation Corridor Agency San Diego Superior Court, Case No. 37-2013-00049797

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

• California Regional Water Quality Control Board, San Diego Region, Waste Discharge Requirements Tentative Order No. R-09-2103-0007

No reportable Action. 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.

FOOTHILL/EASTERN MOBILITY AD HOC COMMITTEE REPORT DATE: November 10, 2016 TO: Members of Board of Directors FROM: Mike Chesney, Chief Strategy Officer SUBJECT: Foothill/Eastern Mobility Ad Hoc Committee – October 5, 2016 Present: Kathy Ward (Chair), Lisa Bartlett, Chuck Puckett, Scott Voigts, Craig Young Absent: 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, 2016. 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, 2016.

2. 15 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.

FOOTHILL/EASTERN 241/91 EXPRESS CONNECTOR AD HOC COMMITTEE REPORT DATE: November 10, 2016 TO: Members of the Foothill/Eastern Board of Directors FROM: Mike Chesney, Chief Strategy Officer SUBJECT: 241/91 Express Connector Ad Hoc Committee – October 13, 2016 Present: Todd Spitzer (Chair), Ed Sachs (Vice Chair), Lisa Bartlett, Chuck Puckett,

Christina Shea, Absent: 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, 2016. Staff will meet again on November 14, 2016.

• 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 2016.

3. DRAFT FINANCE CONCEPT/COOPERATIVE AGREEMENT UPDATES

(Amy Potter, Chief Finance Officer/Samuel Johnson, Chief Toll Operations Officer)

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 2016. 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.

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

JOINT CAPITAL PROGRAMS & PROJECTS COMMITTEE REPORT DATE: November 10, 2016 TO: Members of Board of Directors FROM: David Lowe, Chief Engineer SUBJECT: Joint Capital Programs & Projects Committee Meeting, October 20, 2016 Present: Melody Carruth, Ross Chun, Joseph Muller, Mark Murphy, Christina Shea,

Scott Voigts Absent: 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.

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.

4. 241/91 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.

JOINT FINANCE & INVESTMENT COMMITTEE REPORT

DATE: November 10, 2016 TO: Members of Board of Directors FROM: Amy Potter, Chief Financial Officer SUBJECT: Joint Finance and Investment Committee – October 26, 2016 Present: Ross Chun (Chair), Lisa Bartlett (Vice-Chair), Melody Carruth, Bert Hack,

Lucille Kring, Scott Peotter, Craig Young Absent: 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 2017.

3. 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

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

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

JOINT TOLL OPERATIONS COMMITTEE MEETING DATE: November 10, 2016 TO: Members of Board of Directors FROM: Samuel Johnson, Chief Toll Operations Officer SUBJECT: Joint Toll Operations Committee Meeting – October 26, 2016 Present: Craig Young (Chair), Scott Peotter (Vice-chair), Ross Chun, Bert Hack,

Chuck Puckett, Ed Sachs, Christina Shea, Todd Spitzer and Scott Voigts Absent: 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

C. November Meeting Schedule (Samuel Johnson, Chief, Toll Operations) The Committee discussed and approved moving the next regularly scheduled meeting to November 16, 2016.

Motion: Young Second: Sachs Vote: Unanimous

JOINT COMMUNICATIONS AND MARKETING COMMITTEE REPORT DATE: October 27, 2016 TO: Members of Boards of Directors FROM: Lisa Telles, Chief Communications Officer SUBJECT: Joint Communications and Marketing Committee – October 27, 2016 Present: Christina Shea (Chair), Lucille Kring (Vice-Chair), Melody Carruth, Ross

Chun, Mark Murphy, Chuck Puckett, Craig Young . Absent: 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. Year-over-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 one-year 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:

Authorize the second one-year option on Contract No. K000823 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.

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

DATE: November 10, 2016 TO: San Joaquin Hills Transportation Corridor Agency Board of Directors

Foothill/Eastern Transportation Corridor Agency Board of Directors FROM: Coleen Franco, Director, Contracts and Procurement SUBJECT: Quarterly Procurement Report STAFF RECOMMENDATION: San Joaquin Hills Transportation Corridor Agency Recommendation: Receive and File Foothill/Eastern Transportation Corridor Agency Recommendation: Receive and File BACKGROUND: The 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

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, 2016. The attached reports identify the Agency with financial responsibility for the action as either, FE for the Foothill/Eastern Transportation Corridor Agency, SJ for the San Joaquin Hills Transportation Agency or JNT for those actions that involve both Agencies. Separate columns are provided to identify the financial commitment of each Agency for each action. Authorizations for each action are also identified. All actions are approved based on the delegation of authority identified in the CAPS Manual. ATTACHMENTS:

1 Quarterly Procurement Report Activity Summary

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

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

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

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

BUDGET: All requisitions authorized have been within the Agencies’ approved annual budgets or the appropriate budget transfers have been executed per Board approved policy. CONCLUSION: Per the procedures identified in the 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 2017. The attachments to this report identify all requisitions and contract actions authorized between July 1 and September 30, 2016.

Quarterly Procurement ReportActivity SummaryFY17 1st Quarter

File No. 2016J-009Attachment 1

AuthorizationType Board Authorized CEO Authorized ETM Authorized Routine Business Expense

Total Requisitions

Issued

% by Dept

Total Value of Requisitions

Issued

% by Dept

Department # Issued Value # Issued Value # Issued Value # Issued ValueAdministration/Human Resources (ADM/HR) 0 -$ 0 1 240.00$ 2 11,151.71$ 3 3.2% 11,391.71$ 0.1%

Communications & Marketing (CM) 2 -$ 0 -$ 1 3,000.00$ 0 -$ 3 3.2% 3,000.00$ 0.0%Contracts & Procurement (CPD) 0 -$ 0 -$ 0 -$ 0 -$ 0 0.0% -$ 0.0%Engineering/ROW (EGR/ROW) 17 5,063,506.59$ 1 -$ 0 -$ 0 -$ 18 18.9% 5,063,506.59$ 41.4%Environmental (ENV) 4 (476,822.25)$ 0 -$ 0 -$ 0 -$ 4 4.2% (476,822.25)$ -3.9%Facilities (FAC) 8 167,886.60$ 0 -$ 3 3,368.00$ 3 3,262.66$ 14 14.7% 174,517.26$ 1.4%Finance (FIN) 2 -$ 1 17,300.00$ 0 -$ 0 -$ 3 3.2% 17,300.00$ 0.1%Information Technology (IT) 0 -$ 0 -$ 6 29,603.78$ 1 55,833.94$ 7 7.4% 85,437.72$ 0.7%Strategic Planning (SP) 4 2,353,469.53$ 0 -$ 6 29,921.00$ 0 -$ 10 10.5% 2,383,390.53$ 19.5%Toll Operations (TO) 10 4,701,000.08$ 1 3,012.00$ 2 1,380.73$ 20 278,029.72$ 33 34.7% 4,983,422.53$ 40.7%

47 11,809,040.55$ 3 20,312.00$ 19 67,513.51$ 26 348,278.03$ 95 12,245,144.09$ % by Authorization Type 49.5% 96.4% 3.2% 0.2% 20.0% 0.6% 27.4% 2.8%

Definition of Authorization CategoriesBoard Authorized (BRD) Requisitions that are approved based on an action by a Board, including those funded from contingency authorizations or within existing authorized value. CEO Authorized (CEO)ETM Authorized (ETM) Requisitions under CEO authority, <= $10,000 per Agency, as delegated to ETMs.Routine Business Expense (RBE) Requisitions for goods or services, <= $100,000 per Agency, <= 12 month term and <=$300,000 over the life of the contract.

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

0.0%

20.0%

40.0%

60.0%

80.0%

100.0%

Board CEO ETM RBE

49.5%

3.2%

20.0% 27.4%

96.4%

0.2% 0.6% 2.8%

FY17 - 1st Quarter Procurement Activity

# Value

Page 1 of 1

New Contracts ApprovedFile No. 2016J-009

Attachment 2

Agency Contract No. Vendor Name Contract Title Approval Type

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

Date Notes

JNT K001119 Advanced Office Maintenance on Engineering Ricoh Color Copier RBE 08/24/16 ADM/HR $ 3,050.00 $ 1,950.00 $ 5,000.00 07/31/17

Vendor to provide monthly color copier maintenance. Best value selection from 2 quotes received.

JNT K001120 Alliance for Toll Interoperability ATI Hub Services RBE 07/05/16 TO $ 20,000.00 $ 1,000.00 $ 21,000.00 05/31/17

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.

JNT K001125 Interactive Intelligence, Inc. Interactive Intelligence Annual Maintenance RBE 07/22/16 IT $ 27,358.63 $ 28,475.31 $ 55,833.94 07/31/17

Vendor to provide software for customer service center and violation enforcement phone system. Vendor submitted the lowest quote from 3 quotes received.

JNT K001127 Law Enforcement Systems, LLC

Out of State DMV Registration Lookup Services RBE 09/07/16 TO $ 44,975.01 $ 67,462.51 $ 112,437.52 08/30/17

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.

JNT K001129 Black Swan Search Temporary Staffing Services BRD 09/27/16 TO $ 9,800.00 $ 10,200.00 $ 20,000.00 06/30/17

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.

$ 105,183.64 $ 109,087.82 $ 214,271.46

Page 1 of 1

Amendments ApprovedFile No. 2016J-009

Attachment 3

Agency Contract No Vendor Name Contract Title Doc

ApprovedApproval

TypeDate

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

JNT K000069 LSA Associates, Inc. Paleontology Outreach Program A10 BRD 07/12/16 CM $ - $ - $ - 12/31/16 Amendment No. 10 extends the contract term through

12/31/16.

JNT K000069 LSA Associates, Inc. Paleontology Outreach Program A11 BRD 09/06/16 CM $ 501.44 $ (501.44) $ - 06/30/18 Amendment No. 11 extends the contract term through

6/30/18.

JNT K000135 Lexis Nexis Risk Solutions Accurint Services - Public Record Information A -13 RBE 07/26/16 TO $ 14,174.85 $ 15,672.45 $ 29,847.30 12/31/16 Amendment No. A -13 increases funding for F17

public record information.

JNT K000493 Data Ticket, Inc.Electornic Out-of-State Registered Owner Information

A12 RBE 08/30/16 TO $ 1,800.41 $ 8,044.99 $ 9,845.40 06/30/16Amendment No. 12 provides additional funding for final invoice. Contract is now closed. Services to be competitively reprocured.

JNT K000522 Traffic Technologies, Inc. Toll Ops Strategic and Policy Planning Study A12 BRD 07/12/16 TO $ 588,000.00 $ 612,000.00 $ 1,200,000.00 06/30/18

Amendment No. 12 revises scope to include Task 12, Business Intelligence, and Task 13, FY17 & FY18 Work Plan.

JNT K000566Alameda County Congestion Management Agency

FasTrak License - I-580 EB & WB HOV/HOT A2 BRD 8/15/16 TO $ - $ - $ - 01/01/30 Amendment No. 2 updates Exhibit A with the

Registered FasTrak flex logo.

JNT K000568 Sunol Smart Carpool Lane Joint Powers Authority

FasTrak License - I-680 Smart Carpool Lane A2 BRD 8/15/16 TO $ - $ - $ - 01/01/30 Amendment No. 2 updates Exhibit A with the


JNT K000570 City of San Francisco Fastrak License - Airport Parking Lot Fees A3 BRD 09/07/16 TO $ - $ - $ - 10/15/19 Amendment No. 3 extends the contract term through

10/15/19.

JNT K000589Los Angeles County Metropolitan Transportation Authority

FasTrak License - I-10 & 110 LA EXPRESSLANES Project A2 BRD 8/15/2016 TO $ - $ - $ - 01/01/30 Amendment No. 2 updates Exhibit A with the


JNT K000599 Bay Area Toll Authority FasTrak License - Tolled Bridges and GGB A2 BRD 8/15/16 TO $ - $ - $ - 01/01/30 Amendment No. 2 updates Exhibit A with the


JNT K000655 Akin Gump Strauss Hauer and Feld LLP

Federal Legislative Advocacy and Consulting Services A5 BRD 07/11/16 SP $ 421,000.00 $ 24,000.00 $ 445,000.00 06/30/17 Amendment No. 5 extends the contract term through

06/30/17.

JNT K000691 Carl Warren and Company Third Party Claims Administration A5 CEO 08/16/16 FIN $ 10,463.23 $ 6,836.77 $ 17,300.00 06/30/21

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 2011.

JNT K000694 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 K000776 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 K000818 IDS Group, Inc. Pacifica Building HVAC Engineering Consultant A6 BRD 08/25/16 FAC $ 10,000.00 $ - $ 10,000.00 12/31/16

Amendment No. 6 provides additional funding for engineering administration services for completion of the Pacifica HVAC modernization project.

JNT K000832 KPMG Accounting and Auditing Services A2 BRD 08/15/16 FIN $ - $ - $ - 03/31/19 Amendment No. 2 amends the Scope of Services to

provide for an annual engagement letter.

JNT K000847 Neopost USA, Inc. Neopost IM5000 Mail System A1 CEO 08/31/16 TO $ 1,506.00 $ 1,506.00 $ 3,012.00 07/31/17

Amendment No. 1 extends the contract term through 07/31/17. Proprietary postage equipment; vendor is the only authorized provider of maintenance. Services initially implemented in 2013.

JNT K000850 Bay Area Infrastructure Financing Authority

FasTrak License - Bay Area EXPRESS LANES A2 BRD 8/15/2016 TO $ - $ - $ - 07/14/30 Amendment No. 2 updates Exhibit A with the


JNT K000872 Robert W. Naylor Advocacy a Law Corporation Professional Services A4 BRD 07/07/16 SP $ 45,559.53 $ 15,750.00 $ 61,309.53 06/14/17 Amendment No. 4 extends the contract term through

06/14/17.

JNT K000908 Pitney Bowes Presort Services

Mail Pickup, Delivery and Presort Services A3 RBE 07/05/16 TO $ - $ - $ - 01/31/17

Amendment No. 3 revises the method of calculating the rebate volume from weekly volumes to monthly volumes.

FE K000930 Accent Service Company, Inc.

San Clemente Services Center - Janitorial Services A2 ETM 07/05/16 FAC $ 876.00 $ 1,056.00 $ 1,932.00 06/30/17 A2 extends the term to 06/30/17. Year 2 of 2 option

years.

FE K000930 Accent Service Company, Inc.

San Clemente Service Center - Janitorial Services A3 ETM 09/20/16 FAC $ 177.46 $ 108.54 $ 286.00 06/30/17 Amendment No. 3 increases the cleaning frequency

from two to three nights per week,

JNT K000946 LSA Associates, Inc. In-house Environmental Technical Support A4 BRD 08/25/16 ENV $ (368,006.25) $ (117,756.00) $ (485,762.25) 06/30/17

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


Attachment 3


ApprovedApproval

TypeDate


JNT K000961 Chase Paymentech Credit Card and Automated Clearing House A1 BRD 08/30/16 FIN $ - $ - $ - 06/18/18

Amendment No. 1 adds a processing price point for pin-based debit card transactions required for credit card terminals located at walk-in centers.

JNT K000974 Ware Disposal, Inc. Waste Disposal Services A6 RBE 07/20/16 FAC $ 1,242.10 $ 12.30 $ 1,254.40 11/30/16Amendment 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.

FE K000983 Venture Strategic, Inc. Strategic Research and Stakeholder Outreach A -1 BRD 07/08/16 SP $ 1,800,000.00 $ - $ 1,800,000.00 10/07/18

Amendment No. A -1 authorizes Task Order TO-002; F17 Comprehensive Strategic Research and Stakeholder Outreach Plan.

FE K000983 Venture Strategic, Inc. Strategic Research and Stakeholder Outreach A -2 BRD 07/28/16 SP $ 47,160.00 $ - $ 47,160.00 10/07/18

Amendment No. A -2 increases funding for Task Order TO-001; F16 Comprehensive Strategic Research and Stakeholder Outreach Plan.

JNT K000984 Red Hawk Fire and Security

Fire Alarm & Suppression System Inspections A4 RBE 08/25/16 FAC $ - $ - $ - 12/31/16 Amendment No. 4 restates the contract summary to

reflect actuals.

FE K000998 AMP Mechanical, Inc. Pacifica HVAC Modernization Project CO1 BRD 07/25/16 FAC $ 30,935.26 $ - $ 30,935.26 12/31/16

Change Order No. CO1 revises the Scope of Work to include 1st floor modifications assocated with the Pacifica HVAC Modernization project.

FE K000998 AMP Mechanical, Inc. Pacifica HVAC Modernization Project CO2 BRD 07/27/16 FAC $ 28,874.03 $ - $ 28,874.03 08/20/16

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.

FE K000998 AMP Mechanical, Inc. Pacifica HVAC Modernization Project CO3 BRD 09/07/16 FAC $ - $ - $ - 10/21/16 Change Order CO3 extends Substantial Completion

Date to 09/30/16 and Final Completion to 10/21/16.

JNT K001001 BRIC-TPS, LLC Interim CSC and VES System Maintenance A1 BRD 09/20/16 TO $ 1,925,050.30 $ 1,555,949.78 $ 3,481,000.08 06/30/18 Amendment No. 1 extends the contract term through

06/30/18.

FE K001025 APSI Construction Management

CM Services HVAC Modernization Project - Pacifica

A2 BRD 08/22/16 FAC $ 28,000.00 $ - $ 28,000.00 12/31/16 Amendment No. 2 increases funding for services through 11/30/16.

JNT K001027 Nestle Waters North America

Coffee, Water and Supplies Services A1 RBE 07/20/16 ADM/HR $ 3,460.16 $ 2,691.55 $ 6,151.71 07/30/17 Amendment No. A1 extends the contract term through

07/30/17. Year 1 of 2 option years.

JNT K001037 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 K001038 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 K001039 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 K001040 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 K001040 PJL Enterprise Group As-Needed Printing Services A6 RBE 07/05/16 TO $ 833.73 $ 308.37 $ 1,142.10 06/30/16

Amendment No. 6 provides for The Toll Roads return envelope stock. Multiple firms were qualified under a competitive procurement for printing services in June 2015. 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 K001040 PJL Enterprise Group As-Needed Printing Services A7 RBE 07/12/16 TO $ 8,673.98 $ 3,208.18 $ 11,882.16 06/30/16

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 2015. 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


Attachment 3


ApprovedApproval

TypeDate



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 2015. 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. 9 provides for the Toll Roads No. 9 envelopes. Multiple firms were qualified under a competitive procurement for printing services in June 2015. 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 K001041 Smart Source 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 K001041 Smart Source As-Needed Printing Services A13 RBE 07/12/16 TO $ 14,794.72 $ 5,472.02 $ 20,266.74 06/30/16

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 2015. 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 K001042 Wirz and Company Inc. As-Needed Printing Services A -1 RBE 8/15/16 TO $ - $ - $ - 06/30/17 Amendment No. A -1 extends the contract term through 6/30/17. Year 1 of 2 option years.

JNT K001044 DLT Solutions, Inc. Red Hat Enterprise Linux Server A1 RBE 07/19/16 TO $ 13,474.44 $ 7,579.37 $ 21,053.81 07/31/17 Amentment No. 1 extends the contract term through

07/31/17.. Year 1 of 2 option years.

JNT K001045 IBI Group Toll Plaza Facilities Reuse Study A4 BRD 08/11/16 EGR/ROW $ - $ - $ - 06/30/17 Amendment No. 4 extends the contract term through

06/30/17.

JNT K001047 Pricon Enterprise Technologies

Symantec Network Backup Software Support A1 RBE 07/19/16 TO $ 2,498.56 $ 1,405.44 $ 3,904.00 07/31/17 Amendment No. 1 extends the contract term through


JNT K001049 AECOM Technical Services Engineering Design Consulting Services On-Call A5 BRD 08/16/16 EGR/ROW $ - $ - $ - 07/08/18 Amendment No. 5 extends Task Order TO-001 R2,

Master Utility Infrastructure, through 10/31/16.

JNT K001049 AECOM Technical Services Engineering Design Consulting Services On-Call A6 CEO 08/25/16 EGR/ROW $ - $ - $ - 07/08/16

Amendment No. 6 extends Task Order TO-002, 241/91 Express Connector Traffic Operations Analysis, through 10/31/16. Task Order implemented in 2016.

JNT K001050 Michael Baker International Engineering Design Consulting Services On-Call A3 BRD 07/25/16 TO $ - $ - $ - 07/08/18

Amendment No. 3 extends the Task Order TO-001, Toll Booth Removal Phase 1 Design, through 12/31/16.

JNT K001052 WKE, Inc. Engineering Design Consulting Services On-Call A3 BRD 08/19/16 EGR/ROW $ - $ - $ - 07/08/18 Amendment No. 3 extends Task Order TO-001 R2

through 10/31/16.

JNT K001053 Cambridge Systematics Traffic Engineering Consulting Services On-Call A2 BRD 08/22/16 EGR/ROW $ - $ - $ - 07/08/18 Amendment No. 2 extends Task Order TO-001

through 06/30/17.

JNT K001054 Fehr and Peers Traffic Engineering Consulting Services On-Call A5 BRD 08/10/16 EGR/ROW $ 1,240.60 $ - $ 1,240.60 07/08/18

Amendment No. 5 increased funding for Task Order No. 3, Transportation Planning and Engineering Services.

JNT K001054 Fehr and Peers Traffic Engineering Consulting Services On-Call A6 BRD 08/29/16 EGR/ROW $ - $ - $ - 07/08/18 Amendment No. 6 extends Task Order TO-001, Traffic

Modelinga nd Technical Assistance, through 6/30/17.

JNT K001054 Fehr and Peers Traffic Engineering Consulting Services On-Call A7 BRD 08/29/16 EGR/ROW $ - $ - $ - 07/08/18

Amendment No. 7 extends Task Order TO-002, Origin and Destination Data Collection and Analysis, through 6/30/17.

JNT K001056 Stantec Consulting, Inc. Traffic Engineering Consulting Services On-Call A2 BRD 08/30/16 EGR/ROW $ - $ - $ - 07/08/18 Amendment No. 2 extends Task Order TO-001

06/30/17.

JNT K001057 Chrisp CompanySigning and Striping Construction Services On-Call

A1 BRD 08/30/16 EGR/ROW $ 36,866.00 $ (0.01) $ 36,865.99 07/08/18

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


Attachment 3


ApprovedApproval

TypeDate


JNT K001062 HCI Environmental & Engineering

Transponder/Lithium Battery Removal Services A1 RBE 07/26/16 TO $ (148.35) $ 2,591.70 $ 2,443.35 06/30/17 Amendment No. 1 extends the contract term through


JNT K001065Corridor Management Group CMG A Joint Venture

Design/Program Management and Specialty Services

A1 BRD 09/22/16 EGR/ROW $ - $ - $ - 04/25/21

Amendment No. 1 updates the hourly rate tables, designates a CMG representative as the authorized representative and adds staff to the Dirct Labor Costs Table.



A -5 BRD 07/14/16 EGR/ROW $ 2,036,207.00 $ - $ 2,036,207.00 04/25/21Amendment No. A -5 authorizes Task Order TO-005; Project Management and Planning Services for the 241 to I5 Connection Project.



A -6 BRD 07/14/16 EGR/ROW $ 396,425.00 $ - $ 396,425.00 12/31/18Amendment No. A -6 authorizes Task Order TO-006; Design Management Services for the Oso Bridge Project.



A -7 BRD 07/14/16 EGR/ROW $ 919,746.00 $ - $ 919,746.00 12/31/20Amendment No. A -7 authorizes Task Order TO-007; Design Management Services for the 241/91 Connector Project



A -8 BRD 07/14/16 EGR/ROW $ 88,074.00 $ 87,903.00 $ 175,977.00 12/31/17Amendment No. A -8 authorizes Task Order TO-008; Design Management Services for the Sign Enhancement Project.



A -9 BRD 07/14/16 EGR/ROW $ 123,943.00 $ 120,442.00 $ 244,385.00 06/30/17Amendment No. A -9 authorizes Task Order TO-009; Design Management Services for the Toll Booth Removal Project.



A -10 BRD 08/03/16 EGR/ROW $ 900,680.00 $ 351,980.00 $ 1,252,660.00 04/25/21Amendment No. A -10 revises Task Order TO-001; Program Management to include administration. right of way engineering and acquisition support services.

FE K001095 Wright Construction Services Boardroom Remodel Project CO1 BRD 07/11/16 FAC $ 18,670.97 $ 18,670.97 $ 37,341.94 09/07/16

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.


Change Order No. 2 revises the Scope of Work to include additional millwork and revised audio visual requirements.


Change Order No. 3 extends the contract term through 10/12/16 and revises the Scope of Work to include additional dais and podium millwork with electrical audio-visual modifications.

FE K001096 Door Service and Repair Preventive Maintenance for Building Doors A1 RBE 08/25/16 FAC $ 2,008.26 $ - $ 2,008.26 03/31/17 Amendment No. 1 provides for repairs to the Pacifica

lobby doors.

JNT K001100 Corodata Shredding, Inc. Shredding Services A -1 ETM 07/21/16 ADM/HR $ 160.80 $ 79.20 $ 240.00 12/31/16 Amendment No. A -1 increased funding for F16 services.

FE K001109 Psomas On-Call Biological Support Services A -4 BRD 09/22/16 ENV $ 8,940.00 $ - $ 8,940.00 09/30/17

Amendment No. A -4 authorizes Task Order TO- 003; Long Term Management Cost Analysis of the Upper Chiquita Canyon Conservation Area.

FE K001109 Psomas On-Call Biological Support Services A1 BRD 07/21/16 ENV $ - $ - $ - 06/30/21

Amendment No. 1 revises the terms and conditions to include electronic data liability coverage in leu of valuable papers liability coverage.

FE K001112 Global Geo Engineering, Inc.

Geotechnical Engineering Services - Pacifica HVAC A1 ETM 07/07/16 FAC $ 1,150.00 $ - $ 1,150.00 06/30/16

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.

$ 9,183,458.56 $ 2,743,456.52 $ 11,926,915.08

Page 4 of 4

Purchase Requisitions ApprovedFile No. 2016J-009

Attachment 4

Agency PO No Vendor Name Approval Type

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

FE P000674 South Orange County Economic Coalition ETM 07/07/16 SP $ 4,346.00 $ - $ 4,346.00 South Orange County Economic Coalition Mobility VIP Reception sponsorship.

JNT P000675 GHA Technologies, Inc. ETM 07/12/16 TO $ 307.04 $ 172.72 $ 479.76 Annual Adobe subscription renewal for illustrator and photo shop. Year 1 of 2 option years.

JNT P000676 Sigmanet, Inc. ETM 07/20/16 IT $ 2,347.20 $ 1,564.80 $ 3,912.00 Annual license renewal for Palo Alto web filter. Received 3 quotes.

FE P000677 Mobility21 ETM 07/26/16 SP $ 3,000.00 $ - $ 3,000.00 Annual Advisory Board Member dues. Mobility 21 is a coalition that brings together public, business and community stakeholders to pursue regional solutions to transportation challenges.

JNT P000678 Synegi ETM 08/15/16 IT $ 1,995.00 $ 1,330.00 $ 3,325.00 Annual Microsoft Windows Standard Server 2012 R2 Licensing. Received 3 quotes.

FE P000679 San Clemente Chamber of Commerce ETM 08/17/16 SP $ 5,000.00 $ - $ 5,000.00

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.

JNT P000680 CDW Government, Inc. ETM 08/17/16 IT $ 4,140.16 $ 2,760.11 $ 6,900.27 Purchase and replace two desktop MAC's for Graphics Department. Received 3 quotes.

JNT P000681 GHA Technologies, Inc. RBE 08/25/16 TO $ 25,633.31 $ 14,418.73 $ 40,052.04 Purchase two HP Proliant DL380 servers for the Toll Roads internal applications ("VTX") database and VTX backup database. Received 3 quotes.

JNT P000682 Hispanic 100 Foundation ETM 08/29/16 CM $ 1,770.00 $ 1,230.00 $ 3,000.00 Hispanic Lifetime Achievement Award Gala. Sponsorship includes one-year membership.

FE P000683 Dana Point Chamber of Commerce ETM 09/02/16 SP $ 3,575.00 $ - $ 3,575.00 Silver Chairman’s Sponsorship. Sponsorship includes the Annual Turkey Trot, table for four at the DP State of the City Event and table of four at the Chamber Installation and Awards event.

JNT P000684 Orange County Council of Governments ETM 09/02/16 SP $ 4,500.00 $ 4,500.00 $ 9,000.00

Annual membership - Membership will ensure that the Agencies continue with collaboration efforts engaging on mandated and non-mandated regional planning activities, monitoring state and federal legislation and conducting studies and projects designed to improve common governmental responsibilities and services.

JNT P000685 Rapid7 LLC ETM 09/07/16 IT $ 5,912.82 $ 3,941.88 $ 9,854.70 Annual maintenance of Nexpose Console System, Web Scanner & PCI template. Vendor is the only authorized maintenance provider.

FE P000686 Exchange Club of San Clemente ETM 09/15/16 SP $ 5,000.00 $ - $ 5,000.00 Sponsorship in support of raising money to support Marine Corps and Navy families stationed at Camp Pendleton who's lives have been greatly impacted by the conflict in the Middle East.

JNT P000687 ImageWorks ETM 09/19/16 IT $ 2,256.91 $ 2,256.90 $ 4,513.81

Purchase a video switcher component. Contractor was initially contracted to do the AV work for the Boardroom buildout. During the buildout process a 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.

JNT P000688 GHA Technologies, Inc. ETM 09/20/16 TO $ 576.62 $ 324.35 $ 900.97

The Agencies operate 9 changeable message signs (CMS) controlled by 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 P000689 Source Graphics ETM 09/20/16 IT $ 658.80 $ 439.20 $ 1,098.00 Annual service agreement for an HP Designjet printer. Received 3 quotes. $ 71,018.86 $ 32,938.69 $ 103,957.55

Page 1 of 1


DATE: November 10, 2016 TO: San Joaquin Hills Transportation Corridor Agency Board of Directors FROM: 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, 2016. These investment reports reflect only assets held by the Trustee (Bank of New York-Mellon), which include the 1997 and 2014 indenture accounts and four non-indenture accounts. The remaining cash and investments 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

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, 2016. 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, 2016. Market values reported herein have been obtained by Chandler Asset Management from Interactive Data Corporation. These market values are compared for reasonableness with the market values provided by the Trustee. Credit Update To maintain safety, adherence to an investment policy strategy of purchasing only top-rated securities and diversification of security types and maturities is required. As shown in Exhibit 2, approximately 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.


Economic Update The Federal Open Market Committee (“FOMC”) kept the federal funds rate unchanged at a range of 0.25 percent - 0.50 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 market-implied 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. Single-family 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 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, 2016. This report includes all Agency security holdings including money market funds and cash. The report also includes an unrealized gain/loss position, average maturity and duration for each security. All of the Agency’s investments were rated at or above the minimum rating required per the Agency’s investment policy and debt agreements.

4. Holdings Report – Indenture Funds This report provides a detailed description and the associated ratings of each fixed income security held in the Indenture SJHTCA portfolio at September 30, 2016. This report includes all Agency security holdings including money market funds and cash. The report also includes an unrealized gain/loss position, average maturity and duration for each security. All of the Agency’s investments were rated at or above the minimum rating required per the Agency’s investment policy and debt agreements.

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

Several fund categories have been established both outside of the indenture and in accordance with indenture provisions. All bond proceeds allocated for construction have


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

6. Transaction Ledger

This schedule details the SJHTCA investment transactions during the month.

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

BUDGET: N/A CONCLUSION: Enclosed are the quarterly investment reports for the San Joaquin Hills Transportation Corridor Agency (SJHTCA) as of September 30, 2016. 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 Summary By SectorAs of 9/30/2016

San Joaquin Hills Total Portfolio Exhibit #1

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

Money Market Fund FI $19,395,384.92 0.22% $19,395,384.92 $0.00 $19,395,384.92 0.22% 4.96 %

Negotiable CD $2,000,000.00 1.21% $2,000,000.00 $201.67 $2,000,201.67 1.21% 0.51 %

Commercial Paper $3,493,822.67 0.88% $3,493,822.67 $0.00 $3,493,822.67 0.88% 0.89 %

US Treasury $74,349,596.82 0.64% $74,490,111.80 $100,027.18 $74,590,138.98 0.56% 19.07 %

Agency $70,272,931.95 0.85% $70,404,169.00 $169,485.21 $70,573,654.21 0.72% 18.04 %

Supranational $2,127,371.26 0.89% $2,129,800.29 $4,699.33 $2,134,499.62 0.34% 0.55 %

US Corporate $35,943,964.39 1.35% $35,955,373.62 $152,747.86 $36,108,121.48 1.40% 9.23 %

Total Portfolio Excluding SLGS $207,583,072.01 0.81 % $207,868,662.30 $427,161.25 $208,295,823.55 0.74 % 53.25 %

US Treas SLGS $182,883,413.00 0.00% $182,883,413.00 $0.00 $182,883,413.00 0.00% 46.75 %

Total Portfolio $390,466,485.01 0.43 % $390,752,075.30 $427,161.25 $391,179,236.55 0.39 % 100.00 %

Page 1

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

San Joaquin Hills Total Portfolio

September 30, 2016

$391,179,236.55

June 30, 2016

$382,628,604.57

Page 1

Holdings ReportAs of 9/30/16

San Joaquin Hills - Non-Indenture Funds Exhibit #3

CUSIP Security Description Par Value/UnitsPurchase Date

Book YieldCost Value

Book ValueMkt PriceMkt YTM

Market ValueAccrued Int.

% of Port.Gain/Loss (1)

Moody/S&P Fitch

MaturityDuration

MONEY MARKET FUND FI

316175108 Fidelity Institutional Govt Money Market Fund

3,267,897.85 Various0.27 %

3,267,897.853,267,897.85

1.000.27 %

3,267,897.850.00

4.24 %0.00

Aaa / AAANR

0.000.00

Total Money Market Fund FI 3,267,897.85 0.27 %3,267,897.853,267,897.85 0.27 %

3,267,897.850.00

4.24 %0.00

Aaa / AAANR

0.000.00

NEGOTIABLE CD

06417GPX0 Bank of Nova Scotia Yankee CD1.21% Due 5/3/2017

2,000,000.00 09/28/20161.21 %

2,000,000.002,000,000.00

100.001.21 %

2,000,000.00201.67

2.59 %0.00

P-1 / A-1F-1+

0.590.59

Total Negotiable CD 2,000,000.00 1.21 %2,000,000.002,000,000.00 1.21 %

2,000,000.00201.67

2.59 %0.00

Aaa / AAAaa

0.590.59

COMMERCIAL PAPER

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

1,000,000.00 03/24/20160.83 %

995,285.00999,635.56

99.960.83 %

999,635.560.00

1.30 %0.00

P-1 / A-1+F-1

0.050.05

06538BM18 Bank of Tokyo Mitsubishi NY Discount CP0.84% Due 12/1/2016

1,600,000.00 07/28/20160.85 %

1,595,296.001,597,722.67

99.860.85 %

1,597,722.670.00

2.07 %0.00

P-1 / A-1F-1

0.170.17

21687AS12 Rabobank Nederland NV NY Discount CP1.13% Due 5/1/2017

500,000.00 09/30/20161.15 %

496,657.08496,672.77

99.331.15 %

496,672.770.00

0.64 %0.00

P-1 / A-1NR

0.580.58

Total Commercial Paper 3,100,000.00 0.90 %3,087,238.083,094,031.00 0.90 %

3,094,031.000.00

4.01 %0.00

Aaa / AA+AA

0.200.20

US TREASURY

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

1,500,000.00 12/09/20150.72 %

1,498,833.151,499,946.13

100.020.23 %

1,500,243.004,328.89

1.95 %296.87

Aaa / AA+AAA

0.040.04

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

550,000.00 02/27/20150.62 %

550,001.84549,999.36

100.100.37 %

550,533.50439.03

0.71 %534.14

Aaa / AA+AAA

0.380.37

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

5,000,000.00 Various0.60 %

4,991,462.064,997,230.24

99.980.54 %

4,998,895.0010,461.96

6.50 %1,664.76

Aaa / AA+AAA

0.580.58

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

1,000,000.00 05/04/20150.68 %

1,001,487.731,000,517.32

100.110.60 %

1,001,092.001,895.38

1.30 %574.68

Aaa / AA+AAA

0.750.75

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

1,000,000.00 05/04/20150.75 %

997,190.85998,887.06

99.970.65 %

999,727.00535.22

1.30 %839.94

Aaa / AA+AAA

0.920.91

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

1,700,000.00 04/23/20150.75 %

1,700,138.511,700,058.39

100.070.68 %

1,701,195.105,335.60

2.21 %1,136.71

Aaa / AA+AAA

1.081.07

(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








Moody/S&P Fitch

MaturityDuration

US TREASURY

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

3,000,000.00 12/09/20151.07 %

2,979,150.682,986,691.74

100.030.73 %

3,000,936.001,926.80

3.89 %14,244.26

Aaa / AA+AAA

1.411.41

Total US Treasury 13,750,000.00 0.75 %13,718,264.8213,733,330.24 0.57 %

13,752,621.6024,922.88

17.87 %19,291.36

Aaa / AA+Aaa

0.790.79

AGENCY

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

3,220,000.00 Various0.65 %

3,217,727.593,219,807.30

100.070.35 %

3,222,183.165,198.96

4.19 %2,375.86

Aaa / AA+AAA

0.240.24

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

1,300,000.00 06/25/20150.61 %

1,297,830.301,299,555.21

100.030.40 %

1,300,401.701,155.56

1.69 %846.49

Aaa / AA+AAA

0.330.32

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

1,500,000.00 03/28/20160.72 %

1,502,085.001,500,909.02

100.160.47 %

1,502,386.501,421.88

1.95 %1,477.48

Aaa / AA+AAA

0.400.39

3137EADC0 FHLMC Note1% Due 3/8/2017

1,500,000.00 03/24/20160.71 %

1,504,098.001,501,893.80

100.230.48 %

1,503,444.00958.33

1.95 %1,550.20

Aaa / AA+AAA

0.440.44

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

3,000,000.00 12/21/20150.89 %

2,999,490.002,999,810.79

100.180.46 %

3,005,505.001,531.25

3.90 %5,694.21

Aaa / AA+AAA

0.440.44

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

4,500,000.00 07/31/20150.66 %

4,517,320.504,506,199.98

100.230.53 %

4,510,156.5013,890.63

5.87 %3,956.52

Aaa / AA+AAA

0.650.65

3137EADH9 FHLMC Note1% Due 6/29/2017

4,000,000.00 07/31/20150.68 %

4,024,296.004,009,495.07

100.280.62 %

4,011,268.0010,222.22

5.22 %1,772.93

Aaa / AA+AAA

0.750.74

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

1,000,000.00 03/24/20160.88 %

1,009,880.001,006,777.05

100.740.83 %

1,007,365.005,958.33

1.31 %587.95

Aaa / AA+AAA

1.111.09

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

1,000,000.00 03/28/20160.91 %

999,400.00999,552.56

100.080.82 %

1,000,801.00291.67

1.30 %1,248.44

Aaa / AA+AAA

1.471.46

3133EFV87 FFCB Note0.875% Due 3/29/2018

1,500,000.00 07/27/20160.83 %

1,501,185.001,501,064.12

100.050.84 %

1,500,778.5072.92

1.95 %(285.62)

Aaa / AA+AAA

1.491.48

3130A8TF0 FHLB Note0.8% Due 8/15/2018

1,500,000.00 07/27/20160.89 %

1,497,270.001,497,497.94

99.830.89 %

1,497,409.501,533.33

1.94 %(88.44)

Aaa / AA+AAA

1.871.85

3135G0YT4 FNMA Note1.625% Due 11/27/2018

1,500,000.00 07/27/20160.88 %

1,525,710.001,523,797.48

101.620.87 %

1,524,231.008,395.83

1.99 %433.52

Aaa / AA+AAA

2.162.11

313376BR5 FHLB Note1.75% Due 12/14/2018

1,500,000.00 07/27/20160.94 %

1,528,455.001,526,380.20

101.810.92 %

1,527,081.007,802.08

1.99 %700.80

Aaa / AA+AAA

2.212.15

3135G0H63 FNMA Note1.375% Due 1/28/2019

1,500,000.00 07/27/20160.90 %

1,517,760.001,516,524.43

101.100.89 %

1,516,570.503,609.38

1.97 %46.07

Aaa / AA+AAA

2.332.28

3133EF3V7 FFCB Note0.875% Due 2/15/2019

1,500,000.00 07/27/20160.93 %

1,497,765.001,497,914.27

99.840.94 %

1,497,673.501,677.08

1.94 %(240.77)

Aaa / AA+AAA

2.382.34









Moody/S&P Fitch

MaturityDuration

AGENCY

3133EGSC0 FFCB Note1% Due 8/26/2019

2,500,000.00 08/30/20161.03 %

2,497,525.002,497,588.84

99.951.02 %

2,498,720.002,430.56

3.24 %1,131.16

Aaa / AA+AAA

2.902.85

Total Agency 32,520,000.00 0.79 %32,637,797.3932,604,768.06 0.66 %

32,625,974.8666,150.01

42.40 %21,206.80

Aaa / AA+Aaa

1.181.16

SUPRANATIONAL

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

2,128,000.00 12/22/20150.89 %

2,125,063.362,127,371.26

100.080.34 %

2,129,800.294,699.33

2.77 %2,429.03

Aaa / AAAAAA

0.210.21

Total Supranational 2,128,000.00 0.89 %2,125,063.362,127,371.26 0.34 %

2,129,800.294,699.33

2.77 %2,429.03

Aaa / AAAAaa

0.210.21

US CORPORATE

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

1,700,000.00 12/21/20150.96 %

1,716,949.001,700,755.54

100.041.90 %

1,700,605.2014,128.89

2.22 %(150.34)

A1 / A+AA

0.130.12

459200GJ4 IBM Corp Note5.7% Due 9/14/2017

2,000,000.00 04/18/20160.90 %

2,133,040.002,090,904.89

104.361.10 %

2,087,142.005,383.33

2.71 %(3,762.89)

Aa3 / AA-A+

0.960.94

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

1,000,000.00 09/28/20151.12 %

1,001,690.001,000,863.08

100.001.20 %

1,000,039.005,533.33

1.30 %(824.08)

A1 / AA-A+

1.041.03

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

1,000,000.00 09/24/20151.54 %

999,070.00999,472.39

100.131.40 %

1,001,273.003,125.00

1.30 %1,800.61

A2 / AAA-

1.301.27

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

635,000.00 03/24/20161.16 %

638,390.90637,509.24

100.421.14 %

637,654.30761.47

0.83 %145.06

Aaa / AA+NR

1.421.40

46623EKD0 JP Morgan Chase Callable Note Cont 2/1/20181.7% Due 3/1/2018

2,000,000.00 04/18/20161.45 %

2,008,840.002,006,654.05

100.301.48 %

2,006,088.002,833.33

2.61 %(566.05)

A3 / A-A+

1.421.40

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

365,000.00 03/23/20161.26 %

365,711.75365,526.17

100.181.24 %

365,643.13401.35

0.47 %116.96

Aa2 / AA-NR

1.421.40

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

1,000,000.00 03/24/20161.02 %

999,560.00999,664.50

99.861.09 %

998,606.004,111.11

1.30 %(1,058.50)

Aa1 / AA+NR

1.591.57

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

1,000,000.00 03/23/20161.42 %

1,006,470.001,005,017.30

100.881.18 %

1,008,813.004,629.06

1.31 %3,795.70

Aa2 / AA-NR

1.731.62

02665WAW1 American Honda Finance Note1.6% Due 7/13/2018

500,000.00 06/29/20161.00 %

506,040.00505,294.94

100.821.13 %

504,117.501,733.33

0.66 %(1,177.44)

A1 / A+NR

1.781.75

89236TCP8 Toyota Motor Credit Corp Note1.55% Due 7/13/2018

900,000.00 06/29/20160.99 %

910,206.00908,946.83

100.541.24 %

904,869.903,022.50

1.18 %(4,076.93)

Aa3 / AA-A

1.781.75









Moody/S&P Fitch

MaturityDuration

US CORPORATE

24422EQV4 John Deere Capital Corp Note5.75% Due 9/10/2018

1,400,000.00 Various1.05 %

1,542,236.001,526,028.86

108.441.34 %

1,518,098.405,143.05

1.98 %(7,930.46)

A2 / ANR

1.951.85

89236TDE2 Toyota Motor Credit Corp Note1.4% Due 5/20/2019

600,000.00 08/30/20161.27 %

602,058.00601,996.52

100.131.35 %

600,753.603,056.67

0.78 %(1,242.92)

Aa3 / AA-A

2.642.57

02665WBE0 American Honda Finance Note1.2% Due 7/12/2019

1,300,000.00 07/27/20161.22 %

1,299,064.001,299,114.44

99.411.42 %

1,292,384.603,423.33

1.68 %(6,729.84)

A1 / A+NR

2.782.72

084664CK5 Berkshire Hathaway Note1.3% Due 8/15/2019

2,400,000.00 08/30/20161.29 %

2,400,552.002,400,531.12

100.171.24 %

2,404,053.603,986.67

3.12 %3,522.48

Aa2 / AAA+

2.872.81

30231GAG7 Exxon Mobil Corp Callable Note Cont 2/6/20201.912% Due 3/6/2020

1,000,000.00 05/19/20161.75 %

1,006,080.001,005,518.31

101.851.35 %

1,018,473.001,327.78

1.32 %12,954.69

Aaa / AA+NR

3.433.24

94974BGR5 Wells Fargo Corp Note2.55% Due 12/7/2020

1,000,000.00 05/19/20162.21 %

1,014,540.001,013,418.49

101.962.06 %

1,019,624.008,075.00

1.33 %6,205.51

A2 / AAA-

4.193.93

Total US Corporate 19,800,000.00 1.26 %20,150,497.6520,067,216.67 1.36 %

20,068,238.2370,675.20

26.12 %1,021.56

A1 / AA-A+

1.871.81

TOTAL PORTFOLIO 76,565,897.85 0.90 %76,986,759.1576,894,615.08 0.83 %

76,938,563.83166,649.09

100.00 %43,948.75

Aa1 / AAAaa

1.161.13

TOTAL MARKET VALUE PLUS ACCRUED 77,105,212.92



San Joaquin Hills - Indenture Funds Exhibit #4






Moody/S&P Fitch

MaturityDuration


09248U718 Blackrock Treasury Money Market Fund 15,752,987.21 Various0.21 %

15,752,987.2115,752,987.21

1.000.21 %

15,752,987.210.00

5.02 %0.00

Aaa / AAAAAA

0.000.00


374,499.86 Various0.27 %

374,499.86374,499.86

1.000.27 %

374,499.860.00

0.12 %0.00

Aaa / AAANR

0.000.00


16,127,487.070.00

5.13 %0.00

Aaa / AAAAaa

0.000.00

COMMERCIAL PAPER

06538BKS1 Bank of Tokyo Mitsubishi NY Discount CP0.75% Due 10/26/2016

300,000.00 06/28/20160.76 %

299,250.00299,843.75

99.950.76 %

299,843.750.00

0.10 %0.00

P-1 / A-1F-1

0.070.07

06538BKS1 Bank of Tokyo Mitsubishi NY Discount CP0.75% Due 10/26/2016

100,000.00 06/28/20160.76 %

99,750.0099,947.92

99.950.76 %

99,947.920.00

0.03 %0.00

P-1 / A-1F-1

0.070.07

Total Commercial Paper 400,000.00 0.76 %399,000.00399,791.67 0.76 %

399,791.670.00

0.13 %0.00

Aaa / AAAA

0.070.07

US TREASURY

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

380,000.00 06/25/20150.52 %

381,916.12380,219.82

100.110.22 %

380,411.921,117.42

0.12 %192.10

Aaa / AA+AAA

0.170.17

912796KC2 US Treasury Bill0.4% Due 1/12/2017

10,915,000.00 07/25/20160.40 %

10,894,640.4910,902,664.53

99.890.40 %

10,902,664.530.00

3.47 %0.00

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

0.280.28


24,475,000.00 Various0.30 %

24,448,375.1124,454,209.61

99.920.30 %

24,454,209.610.00

7.79 %0.00

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

0.280.28

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

710,000.00 09/24/20150.48 %

712,470.74710,545.85

100.120.33 %

710,861.231,128.66

0.23 %315.38

Aaa / AA+AAA

0.290.29


225,000.00 09/24/20150.48 %

225,782.98225,172.98

100.120.33 %

225,272.93357.68

0.07 %99.95

Aaa / AA+AAA

0.290.29


75,000.00 09/24/20150.48 %

75,260.9975,057.66

100.120.33 %

75,090.98119.23

0.02 %33.32

Aaa / AA+AAA

0.290.29

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

380,000.00 06/19/20150.51 %

382,212.99380,458.71

100.180.33 %

380,686.28560.19

0.12 %227.57

Aaa / AA+AAA

0.340.33


600,000.00 02/27/20150.62 %

600,002.01599,999.31

100.100.37 %

600,582.00478.94

0.19 %582.69

Aaa / AA+AAA

0.380.37


1,010,000.00 09/24/20150.50 %

1,011,699.871,010,455.72

100.100.37 %

1,010,979.70806.21

0.32 %523.98

Aaa / AA+AAA

0.380.37

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

380,000.00 06/25/20150.60 %

379,362.99379,841.86

100.060.36 %

380,216.98162.71

0.12 %375.12

Aaa / AA+AAA

0.410.42

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

380,000.00 06/16/20150.69 %

379,526.27379,837.89

100.020.60 %

380,074.10798.16

0.12 %236.21

Aaa / AA+AAA

0.670.66









Moody/S&P Fitch

MaturityDuration

US TREASURY


75,000.00 09/23/20150.63 %

74,997.3274,998.89

100.020.60 %

75,014.62157.53

0.02 %15.73

Aaa / AA+AAA

0.670.66


650,000.00 09/23/20150.63 %

649,976.79649,990.41

100.020.60 %

650,126.751,365.27

0.21 %136.34

Aaa / AA+AAA

0.670.66


225,000.00 09/23/20150.63 %

224,991.96224,996.68

100.020.60 %

225,043.88472.59

0.07 %47.20

Aaa / AA+AAA

0.670.66


55,000.00 09/23/20150.63 %

54,998.0454,999.19

100.020.60 %

55,010.73115.52

0.02 %11.54

Aaa / AA+AAA

0.670.66

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

1,005,000.00 09/24/20150.64 %

1,002,373.101,003,813.53

99.910.61 %

1,004,057.31846.61

0.32 %243.78

Aaa / AA+AAA

0.830.83


170,000.00 09/24/20150.66 %

169,900.96169,952.88

99.970.65 %

169,953.5990.99

0.05 %0.71

Aaa / AA+AAA

0.920.91


475,000.00 09/24/20150.66 %

474,723.27474,868.34

99.970.65 %

474,870.33254.23

0.15 %1.99

Aaa / AA+AAA

0.920.91


225,000.00 09/24/20150.66 %

224,868.92224,937.64

99.970.65 %

224,938.58120.42

0.07 %0.94

Aaa / AA+AAA

0.920.91


75,000.00 09/24/20150.66 %

74,956.3174,979.21

99.970.65 %

74,979.5340.14

0.02 %0.32

Aaa / AA+AAA

0.920.91


55,000.00 09/24/20150.66 %

54,967.9654,984.76

99.970.65 %

54,984.9929.44

0.02 %0.23

Aaa / AA+AAA

0.920.91

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

380,000.00 06/25/20150.89 %

377,581.74378,834.25

99.920.69 %

379,703.22798.16

0.12 %868.97

Aaa / AA+AAA

1.171.16

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

1,010,000.00 09/24/20150.76 %

1,009,845.581,009,913.78

100.040.72 %

1,010,434.301,914.32

0.32 %520.52

Aaa / AA+AAA

1.251.24

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

380,000.00 06/25/20150.95 %

379,259.09379,617.23

100.210.72 %

380,801.42560.19

0.12 %1,184.19

Aaa / AA+AAA

1.341.32


710,000.00 09/23/20150.83 %

710,668.00710,379.33

100.210.72 %

711,497.391,046.67

0.23 %1,118.06

Aaa / AA+AAA

1.341.32


225,000.00 09/23/20150.83 %

225,211.69225,120.21

100.210.72 %

225,474.53331.69

0.07 %354.32

Aaa / AA+AAA

1.341.32


75,000.00 09/23/20150.83 %

75,070.5675,040.07

100.210.72 %

75,158.18110.56

0.02 %118.11

Aaa / AA+AAA

1.341.32

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

65,000.00 12/15/20151.09 %

64,522.8764,692.79

100.030.73 %

65,020.2841.75

0.02 %327.49

Aaa / AA+AAA

1.411.41

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

380,000.00 06/25/20151.02 %

377,180.96378,462.61

100.030.73 %

380,103.747.83

0.12 %1,641.13

Aaa / AA+AAA

1.501.49


710,000.00 09/23/20150.89 %

707,506.28708,509.60

100.030.73 %

710,193.8314.63

0.23 %1,684.23

Aaa / AA+AAA

1.501.49


225,000.00 09/23/20150.89 %

224,209.74224,527.69

100.030.73 %

225,061.434.64

0.07 %533.74

Aaa / AA+AAA

1.501.49









Moody/S&P Fitch

MaturityDuration

US TREASURY


75,000.00 09/23/20150.89 %

74,736.5874,842.56

100.030.73 %

75,020.481.55

0.02 %177.92

Aaa / AA+AAA

1.501.49

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

380,000.00 06/17/20151.09 %

379,036.43379,456.16

100.400.75 %

381,513.921,435.33

0.12 %2,057.76

Aaa / AA+AAA

1.621.60

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

175,000.00 09/25/20150.99 %

175,055.27175,034.42

100.390.76 %

175,690.38588.11

0.06 %655.96

Aaa / AA+AAA

1.671.65


55,000.00 09/25/20150.99 %

55,017.3755,010.82

100.390.76 %

55,216.98184.84

0.02 %206.16

Aaa / AA+AAA

1.671.65

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

380,000.00 06/25/20151.10 %

383,118.46381,820.42

101.050.77 %

383,978.221,320.45

0.12 %2,157.80

Aaa / AA+AAA

1.751.72


380,000.00 06/25/20151.26 %

379,823.15379,886.44

100.920.82 %

383,503.221,596.31

0.12 %3,616.78

Aaa / AA+AAA

2.172.13


175,000.00 09/23/20151.06 %

176,019.14175,696.40

100.920.82 %

176,613.33735.14

0.06 %916.93

Aaa / AA+AAA

2.172.13


55,000.00 09/23/20151.06 %

55,320.3055,218.87

100.920.82 %

55,507.05231.05

0.02 %288.18

Aaa / AA+AAA

2.172.13

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

205,000.00 01/29/20161.00 %

206,506.16206,174.80

100.970.83 %

206,994.04431.73

0.07 %819.24

Aaa / AA+AAA

2.342.29

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

65,000.00 01/29/20161.00 %

65,477.5665,372.50

100.970.83 %

65,632.26136.89

0.02 %259.76

Aaa / AA+AAA

2.342.29

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

280,000.00 02/01/20161.20 %

277,868.12278,229.53

100.200.94 %

280,557.76940.99

0.09 %2,328.23

Aaa / AA+AAA

3.173.10

912828UF5 US Treasury Note1.125% Due 12/31/2019

2,955,000.00 Various0.97 %

2,970,364.592,970,017.80

100.560.95 %

2,971,621.888,401.28

0.95 %1,604.08

Aaa / AA+AAA

3.253.18

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

280,000.00 02/01/20161.27 %

278,327.51278,583.60

100.431.00 %

281,192.241,321.25

0.09 %2,608.64

Aaa / AA+AAA

3.583.49

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

225,000.00 05/27/20161.22 %

224,227.32224,292.17

100.431.00 %

225,958.051,061.72

0.07 %1,665.88

Aaa / AA+AAA

3.583.49

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

7,022,000.00 Various1.45 %

7,280,936.847,261,036.74

104.541.23 %

7,340,461.7437,709.85

2.35 %79,425.00

Aaa / AA+AAA

5.254.95

912828N30 US Treasury Note2.125% Due 12/31/2022

960,000.00 05/17/20161.54 %

995,403.84993,510.32

104.641.35 %

1,004,549.765,155.43

0.32 %11,039.44

Aaa / AA+AAA

6.255.83


60,737,490.2075,104.30

19.36 %121,223.62

Aaa / AAAAaa

1.331.28

US TREAS SLGS

S353475$0 US Treasury SLGSDue 1/15/2027

117,956,370.00 11/06/20140.00 %

117,956,370.00117,956,370.00

100.000.00 %

117,956,370.000.00

37.56 %0.00

Aaa / AA+AAA

10.3010.29


27,393,548.00 11/06/20140.00 %

27,393,548.0027,393,548.00

100.000.00 %

27,393,548.000.00

8.72 %0.00

Aaa / AA+AAA

10.3010.29









Moody/S&P Fitch

MaturityDuration

US TREAS SLGS


10,206,673.00 11/06/20140.00 %

10,206,673.0010,206,673.00

100.000.00 %

10,206,673.000.00

3.25 %0.00

Aaa / AA+AAA

10.3010.29


14,182,640.00 12/30/20150.00 %

14,182,640.0014,182,640.00

100.000.00 %

14,182,640.000.00

4.52 %0.00

Aaa / AA+AAA

10.3010.29


5,083,027.00 01/21/20160.00 %

5,083,027.005,083,027.00

100.000.00 %

5,083,027.000.00

1.62 %0.00

Aaa / AA+AAA

10.3010.29


3,535,816.00 06/27/20160.00 %

3,535,816.003,535,816.00

100.000.00 %

3,535,816.000.00

1.13 %0.00

Aaa / AA+AAA

10.3010.29


4,525,339.00 07/26/20160.00 %

4,525,339.004,525,339.00

100.000.00 %

4,525,339.000.00

1.44 %0.00

Aaa / AA+AAA

10.3010.29

Total US Treas SLGS 182,883,413.00 N/A182,883,413.00182,883,413.00 0.00 %

182,883,413.000.00

58.23 %0.00

Aaa / AA+Aaa

10.3010.29

AGENCY

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

980,000.00 09/24/20150.46 %

990,221.40981,097.75

100.110.46 %

981,121.125,090.56

0.31 %23.37

Aaa / AA+AAA

0.130.12

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

337,000.00 10/06/20150.41 %

340,589.05337,397.05

100.110.46 %

337,385.531,750.53

0.11 %(11.52)

Aaa / AA+AAA

0.130.12

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

985,000.00 09/28/20150.47 %

986,802.55985,225.20

100.050.31 %

985,453.102,188.89

0.31 %227.90

Aaa / AA+AAA

0.150.15

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

340,000.00 10/06/20150.42 %

340,792.20340,101.32

100.050.31 %

340,156.40755.56

0.11 %55.08

Aaa / AA+AAA

0.150.15

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

520,000.00 09/24/20150.50 %

527,035.60521,103.72

100.230.40 %

521,215.242,628.88

0.17 %111.52

Aaa / AA+AAA

0.190.19

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

465,000.00 09/24/20150.50 %

471,291.45465,986.98

100.230.40 %

466,086.712,350.83

0.15 %99.73

Aaa / AA+AAA

0.190.19

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

335,000.00 10/09/20150.46 %

339,495.70335,735.67

100.230.40 %

335,782.901,693.61

0.11 %47.23

Aaa / AA+AAA

0.190.19


280,000.00 09/24/20150.55 %

281,282.40280,357.24

100.160.47 %

280,445.48265.42

0.09 %88.24

Aaa / AA+AAA

0.400.39


465,000.00 09/24/20150.55 %

467,129.70465,593.28

100.160.47 %

465,739.82440.78

0.15 %146.54

Aaa / AA+AAA

0.400.39


175,000.00 09/24/20150.55 %

175,801.50175,223.28

100.160.47 %

175,278.43165.89

0.06 %55.15

Aaa / AA+AAA

0.400.39


75,000.00 09/24/20150.55 %

75,343.5075,095.69

100.160.47 %

75,119.3371.09

0.02 %23.64

Aaa / AA+AAA

0.400.39


340,000.00 10/05/20150.48 %

341,819.00340,517.95

100.160.47 %

340,540.94322.29

0.11 %22.99

Aaa / AA+AAA

0.400.39

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

980,000.00 09/28/20150.60 %

982,077.60980,611.06

100.170.34 %

981,684.62592.09

0.31 %1,073.56

Aaa / AA+AAA

0.420.42









Moody/S&P Fitch

MaturityDuration

AGENCY

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

560,000.00 09/24/20150.60 %

561,243.20560,383.80

100.130.47 %

560,706.16198.34

0.18 %322.36

Aaa / AA+AAA

0.450.45


465,000.00 09/24/20150.60 %

466,032.30465,318.69

100.130.47 %

465,586.37164.69

0.15 %267.68

Aaa / AA+AAA

0.450.45


75,000.00 09/24/20150.60 %

75,166.5075,051.40

100.130.47 %

75,094.5826.56

0.02 %43.18

Aaa / AA+AAA

0.450.45


55,000.00 09/24/20150.60 %

55,122.1055,037.69

100.130.47 %

55,069.3619.48

0.02 %31.67

Aaa / AA+AAA

0.450.45


45,000.00 09/24/20150.60 %

45,099.9045,030.84

100.130.47 %

45,056.7515.94

0.01 %25.91

Aaa / AA+AAA

0.450.45


340,000.00 10/06/20150.51 %

341,159.40340,366.28

100.130.47 %

340,428.74120.42

0.11 %62.46

Aaa / AA+AAA

0.450.45

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

460,000.00 09/24/20150.58 %

463,928.40461,418.70

100.310.58 %

461,432.902,213.76

0.15 %14.20

Aaa / AA+AAA

0.570.57

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

465,000.00 09/24/20150.58 %

468,971.10466,434.12

100.310.58 %

466,448.482,237.81

0.15 %14.36

Aaa / AA+AAA

0.570.57

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

55,000.00 09/24/20150.58 %

55,469.7055,169.63

100.310.58 %

55,171.33264.69

0.02 %1.70

Aaa / AA+AAA

0.570.57

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

980,000.00 09/23/20150.64 %

989,648.11983,637.11

100.410.58 %

984,053.284,729.87

0.31 %416.17

Aaa / AA+AAA

0.610.61


340,000.00 10/05/20150.56 %

343,757.00341,445.09

100.410.58 %

341,406.241,640.97

0.11 %(38.85)

Aaa / AA+AAA

0.610.61

313379FW4 FHLB Note1% Due 6/9/2017

980,000.00 09/24/20150.67 %

985,507.60982,231.00

100.260.62 %

982,585.243,048.89

0.31 %354.24

Aaa / AA+AAA

0.690.69

313379FW4 FHLB Note1% Due 6/9/2017

335,000.00 10/07/20150.64 %

336,999.95335,827.48

100.260.62 %

335,883.731,042.22

0.11 %56.25

Aaa / AA+AAA

0.690.69

3137EADJ5 FHLMC Note1% Due 7/28/2017

985,000.00 09/24/20150.65 %

991,284.30987,823.40

100.310.62 %

988,057.441,723.75

0.32 %234.04

Aaa / AA+AAA

0.820.82


340,000.00 10/05/20150.59 %

342,522.80341,152.21

100.310.62 %

341,055.36595.00

0.11 %(96.85)

Aaa / AA+AAA

0.820.82

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

965,000.00 09/24/20150.72 %

993,486.80978,704.68

101.370.78 %

978,208.921,387.20

0.31 %(495.76)

Aaa / AA+AAA

0.940.93

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

985,000.00 09/24/20150.71 %

990,545.55987,716.27

100.260.73 %

987,549.18300.97

0.31 %(167.09)

Aaa / AA+AAA

0.970.97


340,000.00 10/05/20150.67 %

342,196.40341,092.37

100.260.73 %

340,879.92103.89

0.11 %(212.45)

Aaa / AA+AAA

0.970.97

3133EEQX1 FFCB Note1% Due 9/25/2017

630,000.00 09/24/20150.75 %

633,168.90631,570.29

100.300.69 %

631,920.87105.00

0.20 %350.58

Aaa / AA+AAA

0.990.98


465,000.00 09/24/20150.75 %

467,338.95466,159.02

100.300.69 %

466,417.7977.50

0.15 %258.77

Aaa / AA+AAA

0.990.98









Moody/S&P Fitch

MaturityDuration

AGENCY


55,000.00 09/24/20150.75 %

55,276.6555,137.09

100.300.69 %

55,167.709.17

0.02 %30.61

Aaa / AA+AAA

0.990.98


45,000.00 09/24/20150.75 %

45,226.3545,112.16

100.300.69 %

45,137.217.50

0.01 %25.05

Aaa / AA+AAA

0.990.98


340,000.00 10/09/20150.70 %

341,972.00340,997.83

100.300.69 %

341,036.6656.67

0.11 %38.83

Aaa / AA+AAA

0.990.98

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

220,000.00 09/24/20150.75 %

220,585.20220,301.06

100.160.72 %

220,360.58828.82

0.07 %59.52

Aaa / AA+AAA

1.071.06

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

465,000.00 09/24/20150.75 %

466,236.90465,636.32

100.160.72 %

465,762.141,751.82

0.15 %125.82

Aaa / AA+AAA

1.071.06

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

175,000.00 09/24/20150.75 %

175,465.50175,239.48

100.160.72 %

175,286.83659.29

0.06 %47.35

Aaa / AA+AAA

1.071.06

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

75,000.00 09/24/20150.75 %

75,199.5075,102.63

100.160.72 %

75,122.93282.55

0.02 %20.30

Aaa / AA+AAA

1.071.06

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

55,000.00 09/24/20150.75 %

55,146.3055,075.26

100.160.72 %

55,090.15207.20

0.02 %14.89

Aaa / AA+AAA

1.071.06

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

340,000.00 10/05/20150.67 %

341,400.80340,731.04

100.160.72 %

340,557.261,280.90

0.11 %(173.78)

Aaa / AA+AAA

1.071.06

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

210,000.00 01/29/20160.83 %

210,159.60210,100.84

100.100.79 %

210,207.90632.92

0.07 %107.06

Aaa / AA+AAA

1.161.15

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

70,000.00 02/01/20160.86 %

70,018.9070,011.82

100.100.79 %

70,069.30210.97

0.02 %57.48

Aaa / AA+AAA

1.161.15

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

270,000.00 01/29/20160.84 %

271,395.90270,895.81

100.460.74 %

271,232.82953.44

0.09 %337.01

Aaa / AA+AAA

1.191.18

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

860,000.00 09/25/20150.84 %

858,331.60859,061.93

99.970.77 %

859,746.301,415.41

0.27 %684.37

Aaa / AA+AAA

1.281.27


75,000.00 09/25/20150.84 %

74,854.5074,918.19

99.970.77 %

74,977.88123.44

0.02 %59.69

Aaa / AA+AAA

1.281.27


55,000.00 09/25/20150.84 %

54,893.3054,940.01

99.970.77 %

54,983.7890.52

0.02 %43.77

Aaa / AA+AAA

1.281.27


340,000.00 10/06/20150.76 %

339,928.60339,959.21

99.970.77 %

339,899.70559.58

0.11 %(59.51)

Aaa / AA+AAA

1.281.27

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

995,000.00 09/25/20150.89 %

994,684.59994,817.59

100.130.78 %

996,331.311,281.74

0.32 %1,513.72

Aaa / AA+AAA

1.361.34

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

340,000.00 10/06/20150.77 %

340,805.80340,468.16

100.130.78 %

340,454.92437.99

0.11 %(13.24)

Aaa / AA+AAA

1.361.34

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

1,090,000.00 09/25/20150.93 %

1,101,728.401,096,927.25

100.820.80 %

1,098,886.77915.91

0.35 %1,959.52

Aaa / AA+AAA

1.441.43

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

55,000.00 09/25/20150.93 %

55,591.8055,349.54

100.820.80 %

55,448.4246.22

0.02 %98.88

Aaa / AA+AAA

1.441.43









Moody/S&P Fitch

MaturityDuration

AGENCY

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

45,000.00 09/25/20150.93 %

45,484.2045,285.99

100.820.80 %

45,366.8937.81

0.01 %80.90

Aaa / AA+AAA

1.441.43

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

335,000.00 10/07/20150.82 %

339,475.60337,672.22

100.820.80 %

337,731.26281.49

0.11 %59.04

Aaa / AA+AAA

1.441.43

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

980,000.00 09/25/20150.95 %

984,312.00982,635.52

100.490.81 %

984,762.804,777.51

0.32 %2,127.28

Aaa / AA+AAA

1.571.55

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

335,000.00 10/09/20150.86 %

337,211.00336,372.69

100.490.81 %

336,628.101,633.13

0.11 %255.41

Aaa / AA+AAA

1.571.55

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

1,000,000.00 09/25/20151.00 %

996,632.00997,903.58

100.090.82 %

1,000,888.003,159.72

0.32 %2,984.42

Aaa / AA+AAA

1.641.62

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

340,000.00 10/06/20150.86 %

340,102.00340,063.75

100.090.82 %

340,301.921,074.31

0.11 %238.17

Aaa / AA+AAA

1.641.62

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

170,000.00 12/15/20151.23 %

169,729.70169,813.87

100.400.93 %

170,674.05591.18

0.05 %860.18

Aaa / AA+AAA

1.701.68


55,000.00 12/15/20151.23 %

54,912.5554,939.78

100.400.93 %

55,218.08191.26

0.02 %278.30

Aaa / AA+AAA

1.701.68

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

230,000.00 09/25/20151.01 %

230,704.96230,454.11

100.500.84 %

231,153.22510.31

0.07 %699.11

Aaa / AA+AAA

1.801.78

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

340,000.00 10/08/20150.96 %

341,547.00341,007.32

100.500.84 %

341,704.76754.38

0.11 %697.44

Aaa / AA+AAA

1.801.78

313375K48 FHLB Note2% Due 9/14/2018

300,000.00 11/19/20151.23 %

306,375.00304,443.80

102.100.91 %

306,314.40283.33

0.10 %1,870.60

Aaa / AA+AAA

1.961.92

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

175,000.00 09/23/20151.09 %

175,201.43175,134.88

100.520.87 %

175,906.33885.94

0.06 %771.45

Aaa / AA+AAA

2.052.02

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

55,000.00 09/23/20151.09 %

55,063.3155,042.39

100.520.87 %

55,284.85278.44

0.02 %242.46

Aaa / AA+AAA

2.052.02

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

340,000.00 10/06/20150.97 %

341,591.20341,079.94

100.520.87 %

341,760.861,721.25

0.11 %680.92

Aaa / AA+AAA

2.052.02

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

225,000.00 12/15/20151.39 %

224,401.50224,556.14

100.870.90 %

226,964.70869.37

0.07 %2,408.56

Aaa / AA+AAA

2.212.16

313378QK0 FHLB Note1.875% Due 3/8/2019

350,000.00 07/28/20160.91 %

358,694.00358,126.63

102.210.96 %

357,727.30419.27

0.11 %(399.33)

Aaa / AA+AAA

2.442.38

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

190,000.00 01/05/20161.48 %

191,725.20191,358.39

102.090.95 %

193,967.391,117.57

0.06 %2,609.00

Aaa / AA+AAA

2.662.59


70,000.00 02/01/20161.17 %

71,332.3871,070.60

102.090.95 %

71,461.67411.74

0.02 %391.07

Aaa / AA+AAA

2.662.59


54,000.00 05/13/20161.02 %

55,183.6855,039.39

102.090.95 %

55,127.57317.63

0.02 %88.18

Aaa / AA+AAA

2.662.59


150,000.00 05/13/20161.02 %

153,288.00152,887.19

102.090.95 %

153,132.15882.29

0.05 %244.96

Aaa / AA+AAA

2.662.59









Moody/S&P Fitch

MaturityDuration

AGENCY

313379EE5 FHLB Note1.625% Due 6/14/2019

350,000.00 07/28/20160.95 %

356,671.00356,276.05

101.581.03 %

355,538.401,690.45

0.11 %(737.65)

Aaa / AA+AAA

2.702.63

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

775,000.00 09/23/20151.32 %

772,860.24773,414.79

100.730.99 %

780,624.951,614.58

0.25 %7,210.16

Aaa / AA+AAA

2.842.78


340,000.00 10/07/20151.23 %

340,217.60340,162.31

100.730.99 %

342,467.72708.33

0.11 %2,305.41

Aaa / AA+AAA

2.842.78

3133EGSC0 FFCB Note1% Due 8/26/2019

170,000.00 08/30/20161.04 %

169,818.10169,822.81

99.951.02 %

169,912.96165.28

0.05 %90.15

Aaa / AA+AAA

2.902.85

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

70,000.00 02/01/20161.22 %

71,301.0271,066.20

102.161.00 %

71,513.0564.65

0.02 %446.85

Aaa / AA+AAA

2.952.87

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

205,000.00 02/01/20161.22 %

208,810.13208,122.43

102.161.00 %

209,431.08189.34

0.07 %1,308.65

Aaa / AA+AAA

2.952.87

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

300,000.00 11/24/20151.48 %

298,863.00299,113.20

101.021.02 %

303,072.60206.25

0.10 %3,959.40

Aaa / AA+NR

2.952.89

3133EDVE9 FFCB Note1.9% Due 9/18/2019

190,000.00 08/16/20161.00 %

195,181.30194,979.44

102.581.01 %

194,902.19130.36

0.06 %(77.25)

Aaa / AA+AAA

2.972.88

3133EDVE9 FFCB Note1.9% Due 9/18/2019

65,000.00 08/16/20161.00 %

66,772.5566,703.49

102.581.01 %

66,677.0744.60

0.02 %(26.42)

Aaa / AA+AAA

2.972.88

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

995,000.00 09/23/20151.40 %

989,301.65990,716.44

100.711.01 %

1,002,024.706,184.20

0.32 %11,308.26

Aaa / AA+AAA

3.012.93


340,000.00 10/09/20151.33 %

338,912.00339,171.97

100.711.01 %

342,400.402,113.19

0.11 %3,228.43

Aaa / AA+AAA

3.012.93

3133XVRK9 FHLB Note4.125% Due 12/13/2019

160,000.00 08/22/20161.08 %

175,772.80175,302.93

109.531.09 %

175,250.241,980.00

0.06 %(52.69)

Aaa / AA+AAA

3.202.99

3134G3L73 FHLMC Callable Note 1X 9/26/20141.5% Due 12/26/2019

270,000.00 09/27/20161.01 %

274,225.50274,221.91

101.421.05 %

273,827.7956.25

0.09 %(394.12)

Aaa / AA+AAA

3.243.16

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

415,000.00 01/05/20161.64 %

414,746.85414,789.31

101.801.07 %

422,466.271,311.28

0.13 %7,676.96

Aaa / AA+AAA

3.313.21

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

195,000.00 01/05/20161.64 %

194,881.05194,901.00

101.801.07 %

198,508.25616.15

0.06 %3,607.25

Aaa / AA+AAA

3.313.21

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

260,000.00 02/08/20161.13 %

264,924.40264,134.94

101.801.07 %

264,677.66821.53

0.08 %542.72

Aaa / AA+AAA

3.313.21

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

195,000.00 12/15/20151.65 %

194,803.05194,839.36

101.801.07 %

198,508.25616.15

0.06 %3,668.89

Aaa / AA+AAA

3.313.21

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

65,000.00 12/15/20151.65 %

64,934.3564,946.45

101.801.07 %

66,169.42205.38

0.02 %1,222.97

Aaa / AA+AAA

3.313.21

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

280,000.00 02/01/20161.31 %

280,725.76280,615.41

101.091.07 %

283,038.841,604.17

0.09 %2,423.43

Aaa / AA+AAA

3.593.47


470,000.00 05/27/20161.26 %

472,035.10471,865.66

101.091.07 %

475,100.912,692.71

0.15 %3,235.25

Aaa / AA+AAA

3.593.47









Moody/S&P Fitch

MaturityDuration

AGENCY


75,000.00 05/27/20161.26 %

75,324.7575,297.71

101.091.07 %

75,813.98429.69

0.02 %516.27

Aaa / AA+AAA

3.593.47

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

400,000.00 02/22/20161.32 %

403,028.00402,606.64

100.911.24 %

403,638.002,150.00

0.13 %1,031.36

Aaa / AA+AAA

3.643.52

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

260,000.00 12/15/20151.76 %

257,082.80257,575.69

101.531.08 %

263,978.001,072.51

0.08 %6,402.31

Aaa / AA+AAA

3.733.61

3135G0H55 FNMA Note1.875% Due 12/28/2020

685,000.00 05/27/20161.40 %

699,378.15698,358.33

102.811.19 %

704,233.433,317.97

0.23 %5,875.10

Aaa / AA+AAA

4.254.06

3130A7CV5 FHLB Note1.375% Due 2/18/2021

665,000.00 04/26/20161.48 %

661,768.10662,047.01

100.611.23 %

669,036.551,092.17

0.21 %6,989.54

Aaa / AA+AAA

4.394.24

3130A7CV5 FHLB Note1.375% Due 2/18/2021

375,000.00 05/27/20161.45 %

373,781.25373,865.17

100.611.23 %

377,276.25615.89

0.12 %3,411.08

Aaa / AA+AAA

4.394.24

3130A7CV5 FHLB Note1.375% Due 2/18/2021

225,000.00 Various1.46 %

224,148.00224,213.03

100.611.23 %

226,365.75369.53

0.07 %2,152.72

Aaa / AA+AAA

4.394.24

3135G0J20 FNMA Note1.375% Due 2/26/2021

200,000.00 05/27/20161.45 %

199,346.00199,390.96

100.661.22 %

201,319.00267.36

0.06 %1,928.04

Aaa / AA+AAA

4.414.26

3135G0J20 FNMA Note1.375% Due 2/26/2021

465,000.00 05/27/20161.45 %

463,479.45463,583.98

100.661.22 %

468,066.68621.61

0.15 %4,482.70

Aaa / AA+AAA

4.414.26

3135G0J20 FNMA Note1.375% Due 2/26/2021

75,000.00 05/27/20161.45 %

74,754.7574,771.61

100.661.22 %

75,494.63100.26

0.02 %723.02

Aaa / AA+AAA

4.414.26

Total Agency 37,546,000.00 0.89 %37,768,048.2137,668,163.89 0.77 %

37,778,194.14103,335.20

12.06 %110,030.25

Aaa / AA+Aaa

1.621.58

US CORPORATE


190,000.00 10/08/20151.03 %

190,627.00190,326.65

100.001.20 %

190,007.411,051.33

0.06 %(319.24)

A1 / AA-A+

1.041.03

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

230,000.00 09/25/20151.29 %

231,274.20230,694.81

100.491.14 %

231,126.771,089.30

0.07 %431.96

A1 / A+NR

1.201.18


35,000.00 09/25/20151.29 %

35,193.9035,105.73

100.491.14 %

35,171.47165.76

0.01 %65.74

A1 / A+NR

1.201.18


190,000.00 10/23/20151.14 %

191,634.00190,925.13

100.491.14 %

190,930.81899.86

0.06 %5.68

A1 / A+NR

1.201.18


240,000.00 09/24/20151.54 %

239,776.80239,873.37

100.131.40 %

240,305.52750.00

0.08 %432.15

A2 / AAA-

1.301.27


190,000.00 10/06/20151.41 %

190,383.80190,219.44

100.131.40 %

190,241.87593.75

0.06 %22.43

A2 / AAA-

1.301.27

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

110,000.00 09/24/20151.26 %

110,739.20110,426.83

100.581.12 %

110,637.89246.28

0.04 %211.06

Aa2 / AAA+

1.361.34


250,000.00 09/28/20151.20 %

252,025.00251,169.06

100.581.12 %

251,449.75559.72

0.08 %280.69

Aa2 / AAA+

1.361.34









Moody/S&P Fitch

MaturityDuration

US CORPORATE


45,000.00 09/28/20151.20 %

45,364.5045,210.43

100.581.12 %

45,260.96100.75

0.01 %50.53

Aa2 / AAA+

1.361.34


260,000.00 09/24/20151.35 %

260,072.80260,042.29

100.181.24 %

260,458.12285.89

0.08 %415.83

Aa2 / AA-NR

1.421.40

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

105,000.00 12/15/20151.65 %

104,667.15104,783.41

100.361.23 %

105,382.3191.88

0.03 %598.90

A2 / AA

1.441.34

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

35,000.00 12/15/20151.65 %

34,889.0534,927.80

100.361.23 %

35,127.4430.63

0.01 %199.64

A2 / AA

1.441.34

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

40,000.00 01/29/20161.15 %

40,406.4040,283.44

101.020.94 %

40,408.28323.19

0.01 %124.84

A1 / AA-AA-

1.501.47


125,000.00 01/29/20161.15 %

126,270.00125,885.75

101.020.94 %

126,275.881,009.98

0.04 %390.13

A1 / AA-AA-

1.501.47


190,000.00 11/19/20151.55 %

190,315.40190,202.32

101.020.94 %

191,939.331,535.17

0.06 %1,737.01

A1 / AA-AA-

1.501.47


240,000.00 09/24/20151.24 %

238,533.60239,100.01

99.861.09 %

239,665.44986.67

0.08 %565.43

Aa1 / AA+NR

1.591.57


190,000.00 10/07/20151.09 %

189,561.10189,725.47

99.861.09 %

189,735.14781.11

0.06 %9.67

Aa1 / AA+NR

1.591.57

747525AG8 Qualcomm Inc Note1.4% Due 5/18/2018

350,000.00 07/28/20160.95 %

352,824.50352,556.84

100.161.30 %

350,558.601,783.06

0.11 %(1,998.24)

A1 / A+NR

1.631.60

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

140,000.00 10/01/20151.47 %

140,487.20140,315.62

100.581.27 %

140,807.94485.33

0.04 %492.32

A2 / ANR

1.781.75


85,000.00 10/01/20151.47 %

85,295.8085,191.63

100.581.27 %

85,490.54294.67

0.03 %298.91

A2 / ANR

1.781.75


35,000.00 10/01/20151.47 %

35,121.8035,078.91

100.581.27 %

35,201.99121.33

0.01 %123.08

A2 / ANR

1.781.75

084664BY6 Berkshire Hathaway Note2% Due 8/15/2018

310,000.00 06/28/20160.91 %

317,077.30316,234.36

101.441.22 %

314,449.43792.22

0.10 %(1,784.93)

Aa2 / AAA+

1.871.83


210,000.00 06/28/20161.14 %

230,949.60228,541.47

108.441.34 %

227,714.76771.45

0.07 %(826.71)

A2 / ANR

1.951.85

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

240,000.00 09/25/20151.77 %

241,639.20241,110.66

101.461.28 %

243,512.162,093.33

0.08 %2,401.50

Aa3 / AA-A

2.072.01

91159HHE3 US Bancorp Callable Note Cont 10/15/20181.95% Due 11/15/2018

370,000.00 07/06/20160.99 %

377,914.30377,144.49

101.271.32 %

374,700.112,725.67

0.12 %(2,444.38)

A1 / A+AA

2.131.98


35,000.00 07/06/20160.99 %

35,748.6535,675.83

101.271.32 %

35,444.61257.83

0.01 %(231.22)

A1 / A+AA

2.131.98

94974BFQ8 Wells Fargo Corp Note2.15% Due 1/15/2019

1,185,000.00 08/22/20161.32 %

1,208,071.951,207,117.34

101.241.60 %

1,199,710.595,378.58

0.38 %(7,406.75)

A2 / AAA-

2.292.22









Moody/S&P Fitch

MaturityDuration

US CORPORATE

17275RAE2 Cisco Systems Note4.95% Due 2/15/2019

310,000.00 07/28/20161.09 %

339,986.30337,980.23

108.451.32 %

336,192.521,960.75

0.11 %(1,787.71)

A1 / AA-NR

2.382.25

037833BQ2 Apple Inc Note1.7% Due 2/22/2019

255,000.00 07/28/20161.05 %

259,156.50258,880.46

101.131.22 %

257,888.39457.58

0.08 %(992.07)

Aa1 / AA+NR

2.402.34

037833BQ2 Apple Inc Note1.7% Due 2/22/2019

85,000.00 07/28/20161.05 %

86,385.5086,293.49

101.131.22 %

85,962.80152.53

0.03 %(330.69)

Aa1 / AA+NR

2.402.34

166751AJ6 ChevronTexaco Corp Note4.95% Due 3/3/2019

560,000.00 07/06/20161.15 %

615,232.80610,657.96

108.261.47 %

606,270.562,156.00

0.19 %(4,387.40)

Aa2 / AA-NR

2.422.30

94974BFU9 Wells Fargo Corp Note2.125% Due 4/22/2019

60,000.00 05/13/20161.48 %

61,113.0060,975.19

101.391.57 %

60,831.06563.13

0.02 %(144.13)

A2 / AAA-

2.562.46

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

255,000.00 01/05/20161.95 %

257,009.40256,562.32

102.051.36 %

260,232.602,431.00

0.08 %3,670.28

A1 / A+AA

2.572.39


190,000.00 02/08/20161.55 %

193,769.60193,008.57

102.051.36 %

193,898.801,811.33

0.06 %890.23

A1 / A+AA

2.572.39


40,000.00 09/24/20151.71 %

40,661.6040,473.51

102.051.36 %

40,820.80381.33

0.01 %347.29

A1 / A+AA

2.572.39


265,000.00 Various1.39 %

271,031.60270,191.57

102.051.36 %

270,437.802,526.33

0.09 %246.23

A1 / A+AA

2.572.39


75,000.00 Various1.42 %

76,664.4076,416.15

102.051.36 %

76,539.00715.00

0.02 %122.85

A1 / A+AA

2.572.39

69371RN28 Paccar Financial Corp Note1.3% Due 5/10/2019

90,000.00 07/28/20161.16 %

90,355.5090,333.91

100.041.29 %

90,031.59458.25

0.03 %(302.32)

A1 / A+NR

2.612.55


265,000.00 07/28/20161.16 %

266,046.75265,983.19

100.041.29 %

265,093.021,349.29

0.08 %(890.17)

A1 / A+NR

2.612.55


595,000.00 08/30/20161.26 %

597,153.90597,089.51

100.131.35 %

595,747.323,031.19

0.19 %(1,342.19)

Aa3 / AA-A

2.642.57

89236TBP9 Toyota Motor Credit Corp Note2.125% Due 7/18/2019

70,000.00 06/28/20161.24 %

71,845.9071,693.68

101.851.45 %

71,293.81301.63

0.02 %(399.87)

Aa3 / AA-A

2.802.70


265,000.00 06/28/20161.24 %

271,988.05271,411.79

101.851.45 %

269,898.001,141.89

0.09 %(1,513.79)

Aa3 / AA-A

2.802.70


245,000.00 08/30/20161.31 %

244,928.95244,930.34

100.171.24 %

245,413.81406.97

0.08 %483.47

Aa2 / AAA+

2.872.81

17275RBG6 Cisco Systems Note1.4% Due 9/20/2019

480,000.00 09/27/20161.32 %

481,113.60481,112.52

100.091.37 %

480,419.04205.33

0.15 %(693.48)

A1 / AA-NR

2.972.90


225,000.00 09/27/20161.32 %

225,522.00225,521.50

100.091.37 %

225,196.4396.25

0.07 %(325.07)

A1 / AA-NR

2.972.90









Moody/S&P Fitch

MaturityDuration

US CORPORATE


75,000.00 09/27/20161.32 %

75,174.0075,173.83

100.091.37 %

75,065.4832.08

0.02 %(108.35)

A1 / AA-NR

2.972.90

68389XAX3 Oracle Corp Note2.25% Due 10/8/2019

760,000.00 08/16/20161.23 %

783,788.00782,883.74

102.471.41 %

778,787.208,217.51

0.25 %(4,096.54)

A1 / AA-A+

3.022.89


218,000.00 05/31/20161.73 %

219,427.90219,306.12

101.851.35 %

222,027.11289.46

0.07 %2,720.99

Aaa / AA+NR

3.433.24


205,000.00 05/31/20161.73 %

206,342.75206,228.23

101.851.35 %

208,786.97272.19

0.07 %2,558.74

Aaa / AA+NR

3.433.24


195,000.00 05/31/20161.73 %

196,277.25196,168.32

101.851.35 %

198,602.24258.92

0.06 %2,433.92

Aaa / AA+NR

3.433.24


65,000.00 05/31/20161.73 %

65,425.7565,389.44

101.851.35 %

66,200.7586.31

0.02 %811.31

Aaa / AA+NR

3.433.24

46625HLW8 JP Morgan Chase Callable Note Cont 5/23/20202.75% Due 6/23/2020

250,000.00 04/26/20162.21 %

255,260.00254,734.61

102.911.94 %

257,263.251,871.53

0.08 %2,528.64

A3 / A-A+

3.733.52


35,000.00 04/26/20162.21 %

35,736.4035,662.84

102.911.94 %

36,016.86262.01

0.01 %354.02

A3 / A-A+

3.733.52


80,000.00 06/28/20161.86 %

82,657.6082,488.21

102.911.94 %

82,324.24598.89

0.03 %(163.97)

A3 / A-A+

3.733.52


65,000.00 06/28/20161.86 %

67,159.3067,021.67

102.911.94 %

66,888.45486.60

0.02 %(133.22)

A3 / A-A+

3.733.52

458140AQ3 Intel Corp Note2.45% Due 7/29/2020

590,000.00 06/09/20161.57 %

610,756.20609,253.53

103.471.51 %

610,487.752,489.47

0.20 %1,234.22

A1 / A+A+

3.833.64

713448DC9 Pepsico Inc. Callable Note Cont 9/14/20202.15% Due 10/14/2020

300,000.00 06/07/20161.60 %

306,768.00306,295.37

102.621.46 %

307,874.402,992.08

0.10 %1,579.03

A1 / AA

4.043.75

46625HNX4 JP Morgan Chase Callable Note Cont 09/29/20202.55% Due 10/29/2020

200,000.00 05/05/20162.07 %

204,016.00203,661.97

101.852.06 %

203,709.602,153.33

0.07 %47.63

A3 / A-A+

4.083.75


685,000.00 05/27/20162.24 %

693,795.40693,188.09

101.852.06 %

697,705.387,375.16

0.22 %4,517.29

A3 / A-A+

4.083.75

92826CAB8 Visa Inc Note2.2% Due 12/14/2020

300,000.00 06/07/20161.71 %

306,360.00305,937.57

102.561.57 %

307,671.301,961.67

0.10 %1,733.73

A1 / A+NR

4.213.99


460,000.00 06/09/20161.69 %

470,207.40469,529.39

102.561.57 %

471,762.663,007.89

0.15 %2,233.27

A1 / A+NR

4.213.99









Moody/S&P Fitch

MaturityDuration

US CORPORATE


65,000.00 06/09/20161.69 %

66,442.3566,346.54

102.561.57 %

66,662.12425.03

0.02 %315.58

A1 / A+NR

4.213.99


405,000.00 Various1.70 %

413,808.75413,223.66

102.561.57 %

415,356.262,648.25

0.13 %2,132.60

A1 / A+NR

4.213.99

949746RS2 Wells Fargo Company Note2.5% Due 3/4/2021

450,000.00 04/26/20162.26 %

454,882.50454,480.18

101.462.15 %

456,561.45843.75

0.15 %2,081.27

A2 / AAA-

4.434.17


175,000.00 04/26/20162.26 %

176,898.75176,742.29

101.462.15 %

177,551.68328.13

0.06 %809.39

A2 / AAA-

4.434.17


65,000.00 04/26/20162.26 %

65,705.2565,647.14

101.462.15 %

65,947.77121.88

0.02 %300.63

A2 / AAA-

4.434.17


15,887,135.3982,072.66

5.08 %10,387.67

A1 / A+A+

2.762.63

TOTAL PORTFOLIO 312,921,900.07 0.31 %313,707,967.72313,571,869.93 0.29 %

313,813,511.47260,512.16

100.00 %241,641.54

Aaa / AA+Aaa

6.596.56



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

MONEY MARKET/CASH 1,751,940 1,493,811 22,146 19,403 101,835 30,297 15,975,951 19,395,385

NEGOTIABLE CD 2,000,000 - - - - - - 2,000,000

COMMERCIAL PAPER 3,094,031 - - - 399,792 - - 3,493,823

US TREASURY 13,752,622 - - 46,673,508 9,652,408 4,411,575 - 74,490,112

US TREASURY SLGS - - - - 182,883,413 - - 182,883,413

US AGENCY 29,403,792 - 3,222,183 - 28,468,813 8,453,442 855,939 70,404,169

SUPRANATIONAL 2,129,800 - - - - - - 2,129,800

US CORPORATE 20,068,238 - - - 13,323,467 2,447,519 116,150 35,955,374

MUNICIPAL BONDS - - - - - - - -

TOTAL PORTFOLIO 72,200,423 1,493,811 3,244,330 46,692,911 234,829,727 15,342,833 16,948,041 390,752,075

ACCRUED INTEREST 161,450 - 5,199 51,267 158,950 48,117 2,179 427,161

TOTAL COMBINED PORTFOLIO 72,361,873 1,493,811 3,249,529 46,744,178 234,988,677 15,390,950 16,950,219 391,179,237

NON-INDENTURE FUNDS INDENTURE FUNDS

SAN JOAQUIN HILLS TRANSPORTATION CORRIDOR AGENCY

PORTFOLIO COMPOSITION BY FUND

INDENTURE AND NON-INDENTURE FUNDS

SEPTEMBER 30, 2016

TOTAL

MARKET VALUE

Transaction Ledger8/31/16 Thru 9/30/16


Transaction Type

Settlement Date CUSIP Quantity Security Description Price

Acq/DispYield Amount

Interest Pur/Sold Total Amount Gain/Loss

ACQUISITIONS

Purchase 09/21/2016 912796KC2 12,195,000.00 US Treasury Bill0.25% Due 1/12/2017

99.920 0.26 % 12,185,258.06 0.00 12,185,258.06 0.00

Purchase 09/22/2016 912828UF5 1,360,000.00 US Treasury Note1.125% Due 12/31/2019

100.360 1.01 % 1,364,892.06 3,492.39 1,368,384.45 0.00

Purchase 09/28/2016 06417GPX0 2,000,000.00 Bank of Nova Scotia Yankee CD1.21% Due 5/3/2017

100.000 1.21 % 2,000,000.00 0.00 2,000,000.00 0.00

Purchase 09/30/2016 17275RBG6 480,000.00 Cisco Systems Note1.4% Due 9/20/2019

100.232 1.32 % 481,113.60 186.67 481,300.27 0.00


100.232 1.32 % 75,174.00 29.16 75,203.16 0.00


100.232 1.32 % 225,522.00 87.50 225,609.50 0.00

Purchase 09/30/2016 21687AS12 500,000.00 Rabobank Nederland NV NY Discount CP1.13% Due 5/1/2017

99.331 1.15 % 496,657.08 0.00 496,657.08 0.00

Purchase 09/30/2016 3134G3L73 70,000.00 FHLMC Callable Note 1X 9/26/20141.5% Due 12/26/2019

101.565 1.01 % 71,095.50 11.67 71,107.17 0.00

Purchase 09/30/2016 3134G3L73 200,000.00 FHLMC Callable Note 1X 9/26/20141.5% Due 12/26/2019

101.565 1.01 % 203,130.00 33.33 203,163.33 0.00

Subtotal 17,105,000.00 17,102,842.30 3,840.72 17,106,683.02 0.00

TOTAL ACQUISITIONS 17,105,000.00 17,102,842.30 3,840.72 17,106,683.02 0.00

DISPOSITIONS

Maturity 09/01/2016 191216AU4 1,700,000.00 Coca Cola Company Note1.8% Due 9/1/2016

100.000 1,700,000.00 0.00 1,700,000.00 0.00

Maturity 09/30/2016 912828F47 225,000.00 US Treasury Note0.5% Due 9/30/2016

100.000 225,000.00 0.00 225,000.00 0.00


100.000 75,000.00 0.00 75,000.00 0.00


100.000 480,000.00 0.00 480,000.00 0.00


100.000 170,000.00 0.00 170,000.00 0.00


100.000 55,000.00 0.00 55,000.00 0.00


100.000 170,000.00 0.00 170,000.00 0.00

Page 1



Transaction Type




DISPOSITIONS


100.000 50,000.00 0.00 50,000.00 0.00

Subtotal 2,925,000.00 2,925,000.00 0.00 2,925,000.00 0.00

TOTAL DISPOSITIONS 2,925,000.00 2,925,000.00 0.00 2,925,000.00 0.00

Page 2

Investment Definitions Exhibit #7

Page 1

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 2

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.

125 Pacifica, Irvine, CA 92618 949/754-3400 FAX 949/754-3467 DATE: November 10, 2016 TO: San Joaquin Hills Transportation Corridor Agency Board of Directors FROM: Maria Fazio, Manager, Budget and Planning SUBJECT: 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, 2016.

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.

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.

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

Revenues:Net Toll Revenue 144,319 - 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 - 5,000 666 (4,334) 13.3% (4)Interest Earnings 1,132 - 1,132 372 (760) 32.9% (5)

Total Revenues 185,564 - 185,564 47,420 (138,144) 25.6%

*25% Target as of end of first quarter

Description

San Joaquin Hills Transportation Corridor AgencyBudget to Actual Revenues

First Quarter Ending September 30, 2016($000)

(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


(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.

Prorated% of Amended

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

Administration:Nonoperating Administration 1,599 - 1,599 309 1,290 19.3% 400 91 Toll Operating Administration 7,009 - 7,009 1,700 5,309 24.3% 1,752 52

Total Administration 8,608 - 8,608 2,009 6,599 23.3% 2,152 143 (6)Planning, Environmental and Construction 10,005 - 10,005 42 9,963 0.4% 2,502 2,460 (7)Toll Operations:

Customer Service and Toll Compliance 10,867 - 10,867 2,378 8,489 21.9% 2,717 339 Toll Systems 1,399 - 1,399 228 1,171 16.3% 350 122 Toll Facilities 283 - 283 47 236 16.6% 71 24 Operations Equipment 1,931 - 1,931 398 1,533 20.6% 483 85

Total Toll Operations 14,480 - 14,480 3,051 11,429 21.1% 3,621 570 (8)Debt 106,490 - 106,490 21,284 85,206 20.0% 21,284 - (9)

Total Expenditures 139,583 - 139,583 26,386 113,197 18.9% 29,559 3,173


San Joaquin Hills Transportation Corridor AgencyBudget to Actual Expenditures


Description

(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-to-date 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


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 2016.

• 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 2017.

• 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


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%.


Annual % of % ofOriginal Amendments Amended Actual Balance Budget Budget

Category Budget & Transfers Budget To Date Remaining Expended* Remaining

Administration:Regular Salaries & Temporary Help 3,050 - 3,050 739 2,311 24.2% 75.8%Board Compensation 82 - 82 8 74 9.8% 90.2%Benefits 1,147 - 1,147 266 881 23.2% 76.8%Employer Taxes 60 - 60 11 49 18.3% 81.7%Insurance 721 - 721 152 569 21.1% 78.9%Legal Expense 695 - 695 244 451 35.1% 64.9%Telephone/Comm 55 - 55 13 42 23.6% 76.4%Office Expense 235 - 235 55 180 23.4% 76.6%Educ, Seminar, Membership, Mtg 112 (2) 110 15 95 13.6% 86.4%Consulting & Other Services 764 2 766 165 601 21.5% 78.5%Marketing 710 - 710 95 615 13.4% 86.6%Publications & Subscriptions 5 - 5 1 4 20.0% 80.0%Rents & Leases 605 - 605 151 454 25.0% 75.0%Building Services 3 - 3 1 2 33.3% 66.7%Transportation & Travel 133 - 133 15 118 11.3% 88.7%Office Equipment 26 - 26 6 20 23.1% 76.9%Pacifica Fixed Assets 205 - 205 72 133 35.1% 64.9%

Total Administration 8,608 - 8,608 2,009 6,599 23.3% (6) 76.7%Planning, Environmental and Construction:

Capital Improvement Plan (CIP):Toll Booth Removal 2,588 22 2,610 - 2,610 0.0% 100.0%Signage Improvements 1,800 - 1,800 26 1,774 1.4% 98.6%SR73 Northbound Widening Study 489 (22) 467 - 467 0.0% 100.0%

Total Capital Improvement Plan 4,877 - 4,877 26 4,851 0.5% 99.5%Other Planning, Environmental and Construction:

Environmental 3,849 - 3,849 13 3,836 0.3% 99.7%Design/Program Mgmt 556 - 556 - 556 0.0% 100.0%Design Special Studies & Other 360 - 360 3 357 0.8% 99.2%ROW Acquisitions, Appraisals & Other 363 - 363 - 363 0.0% 100.0%

Total Other Planning, Environ and Construction 5,128 - 5,128 16 5,112 0.3% 99.7%Total Planning, Environ and Construction 10,005 - 10,005 42 9,963 0.4% (7) 99.6%Toll Operations:

Customer Service & Toll Compliance 10,867 - 10,867 2,378 8,489 21.9% 78.1%Toll Systems 1,399 - 1,399 228 1,171 16.3% 83.7%Toll Facilities 283 - 283 47 236 16.6% 83.4%

Subtotal Toll Operations 12,549 - 12,549 2,653 9,896 21.1% 78.9%Operations Equipment:

Transponder Equipment 1,772 - 1,772 379 1,393 21.4% 78.6%Toll Equipment 159 - 159 19 140 11.9% 88.1% Total Equipment 1,931 - 1,931 398 1,533 20.6% 79.4%

Total Toll Operations 14,480 - 14,480 3,051 11,429 21.1% (8) 78.9%Debt Service 106,490 - 106,490 21,284 85,206 20.0% (9) 80.0%

Total Expenditures 139,583 - 139,583 26,386 113,197 18.9% 81.1%


San Joaquin Hills Transportation Corridor AgencyBudget to Actual Expenditures

($000)First Quarter Ending September 30, 2016


DATE: November 10, 2016 TO: Foothill/Eastern Transportation Corridor Agency Board of Directors FROM: 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, 2016. 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

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, 2016. 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, 2016. Market values reported herein have been obtained by Chandler Asset Management from Interactive Data Corporation. These market values are compared for reasonableness with the market values provided by the Trustee. Credit Update To maintain safety, adherence to an investment policy strategy of purchasing only top-rated securities and diversification of security types and maturities is required. As shown in Exhibit 2, approximately 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 - 0.50 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 market-implied 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. Single-family 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


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, 2016. This report includes all Agency security holdings including money market funds and cash. The report also includes an unrealized gain/loss position, average maturity and duration for each security. All of the Agency’s investments were rated at or above the minimum rating required per the Agency’s investment policy and debt agreements.

4. Holdings Report – Indenture Funds This report provides a detailed description and the associated ratings of each fixed income security held in the Indenture Funds F/ETCA portfolio at September 30, 2016. This report includes all Agency security holdings including money market funds and cash. The report also includes an unrealized gain/loss position, average maturity and duration for each security. All of the Agency’s investments were rated at or above the minimum rating required per the Agency’s investment policy and debt agreements.

5. Portfolio Composition by Fund – Indenture and Non-Indenture Funds Several fund categories have been established both outside of the indenture and in accordance with indenture provisions. 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 non-indenture custody account. The use and occupancy fund is a reserve for operating emergencies. The enterprise fund includes revenue and expense accounts pertaining to the operation of the corridor. Net toll revenues for the current month are transferred out to the appropriate debt service/custody accounts at the beginning of the following month.

6. Transaction Ledger These schedules detail the F/ETCA investment transactions during the month.

7. Definitions


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

BUDGET: N/A CONCLUSION: Enclosed are the quarterly investment reports for the Foothill/Eastern Transportation Corridor Agency (F/ETCA) as of September 30, 2016. 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 Summary By SectorAs of 9/30/2016

Foothill/Eastern Total Portfolio Exhibit #1

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

Money Market Fund FI $22,723,837.77 0.23% $22,723,837.77 $0.00 $22,723,837.77 0.23% 4.07 %

Negotiable CD $8,000,000.00 1.21% $8,000,000.00 $806.67 $8,000,806.67 1.21% 1.43 %

Commercial Paper $36,877,722.84 0.81% $36,877,722.84 $0.00 $36,877,722.84 0.81% 6.61 %

US Treasury $138,606,469.47 0.76% $138,891,797.26 $387,218.64 $139,279,015.90 0.51% 24.95 %

Agency $235,059,736.52 0.92% $235,781,881.39 $793,648.62 $236,575,530.01 0.74% 42.38 %

Supranational $5,104,002.78 1.41% $5,128,423.00 $27,295.83 $5,155,718.83 1.17% 0.92 %

US Corporate $109,056,976.11 1.40% $109,126,605.64 $541,094.76 $109,667,700.40 1.40% 19.64 %

Total Portfolio $555,428,745.49 0.95 % $556,530,267.90 $1,750,064.52 $558,280,332.42 0.81 % 100.00 %

Page 1

Sector Distribution - Market Value Including Accrued Interest Exhibit #2Foothill/Eastern Total Portfolio

Foothill/Eastern Total Portfolio

September 30, 2016

$558,280,332.42

June 30, 2016

$575,016,490.05

Page 1


Foothill/Eastern - Non-Indenture Funds Exhibit #3






Moody/S&P Fitch

MaturityDuration



7,650,024.26 Various0.27 %

7,650,024.267,650,024.26

1.000.27 %

7,650,024.260.00

2.90 %0.00

Aaa / AAANR

0.000.00


7,650,024.260.00

2.90 %0.00

Aaa / AAANR

0.000.00

NEGOTIABLE CD

06417GPX0 Bank of Nova Scotia Yankee CD1.21% Due 5/3/2017

8,000,000.00 09/28/20161.21 %

8,000,000.008,000,000.00

100.001.21 %

8,000,000.00806.67

3.04 %0.00

P-1 / A-1F-1+

0.590.59

Total Negotiable CD 8,000,000.00 1.21 %8,000,000.008,000,000.00 1.21 %

8,000,000.00806.67

3.04 %0.00

Aaa / AAAaa

0.590.59

COMMERCIAL PAPER

21687AKH5 Rabobank Nederland NV NY Discount CP0.88% Due 10/17/2016

2,000,000.00 03/23/20160.90 %

1,989,831.111,999,217.78

99.960.90 %

1,999,217.780.00

0.76 %0.00

P-1 / A-1NR

0.050.05

89233GL46 Toyota Motor Credit Discount CP0.63% Due 11/4/2016

3,000,000.00 08/31/20160.64 %

2,996,587.502,998,215.00

99.940.64 %

2,998,215.000.00

1.14 %0.00

P-1 / A-1+F-1

0.100.10

30229ALN7 Exxon Mobil Discount CP0.45% Due 11/22/2016

2,500,000.00 09/29/20160.46 %

2,498,312.502,498,375.00

99.940.46 %

2,498,375.000.00

0.95 %0.00

P-1 / A-1+NR

0.150.14

06538BM18 Bank of Tokyo Mitsubishi NY Discount CP0.84% Due 12/1/2016

9,500,000.00 07/28/20160.85 %

9,472,070.009,486,478.33

99.860.85 %

9,486,478.330.00

3.60 %0.00

P-1 / A-1F-1

0.170.17

89233GMG8 Toyota Motor Credit Discount CP1.01% Due 12/16/2016

3,000,000.00 03/23/20161.03 %

2,977,443.332,993,603.33

99.791.03 %

2,993,603.330.00

1.14 %0.00

P-1 / A-1+F-1

0.210.21

21687AML4 Rabobank Nederland NV NY Discount CP0.801% Due 12/20/2016

2,000,000.00 09/28/20160.81 %

1,996,311.111,996,444.44

99.820.81 %

1,996,444.440.00

0.76 %0.00

P-1 / A-1NR

0.220.22


4,000,000.00 09/28/20161.15 %

3,973,005.563,973,382.23

99.331.15 %

3,973,382.230.00

1.51 %0.00

P-1 / A-1NR

0.580.58


1,300,000.00 09/30/20161.15 %

1,291,308.421,291,349.23

99.331.15 %

1,291,349.230.00

0.49 %0.00

P-1 / A-1NR

0.580.58


27,237,065.340.00

10.33 %0.00

Aaa / AA+AA

0.240.24

US TREASURY


4,000,000.00 08/26/20150.43 %

4,008,763.404,000,294.10

100.020.23 %

4,000,648.0011,543.72

1.52 %353.90

Aaa / AA+AAA

0.040.04


6,000,000.00 12/09/20150.72 %

5,995,332.605,999,784.51

100.020.23 %

6,000,972.0017,315.57

2.28 %1,187.49

Aaa / AA+AAA

0.040.04









Moody/S&P Fitch

MaturityDuration

US TREASURY

912828WF3 US Treasury Note0.625% Due 11/15/2016

3,000,000.00 12/09/20150.75 %

2,996,494.432,999,532.79

100.050.22 %

3,001,524.007,082.20

1.14 %1,991.21

Aaa / AA+AAA

0.130.13


10,000,000.00 11/06/20130.60 %

10,082,812.5010,004,458.90

100.110.22 %

10,010,840.0029,405.74

3.81 %6,381.10

Aaa / AA+AAA

0.170.17


50,000.00 09/24/20150.48 %

50,174.0050,038.44

100.120.33 %

50,060.6579.48

0.02 %22.21

Aaa / AA+AAA

0.290.29


50,000.00 09/24/20150.50 %

50,084.1550,022.56

100.100.37 %

50,048.5039.91

0.02 %25.94

Aaa / AA+AAA

0.380.37

912828SJ0 US Treasury Note0.875% Due 2/28/2017

8,700,000.00 06/28/20130.97 %

8,670,093.738,696,548.41

100.210.37 %

8,718,278.706,518.99

3.31 %21,730.29

Aaa / AA+AAA

0.410.42


6,070,000.00 03/25/20150.66 %

6,065,041.046,068,478.35

100.020.60 %

6,071,183.6512,749.49

2.31 %2,705.30

Aaa / AA+AAA

0.670.66


50,000.00 09/23/20150.63 %

49,998.2149,999.26

100.020.60 %

50,009.75105.02

0.02 %10.49

Aaa / AA+AAA

0.670.66


50,000.00 09/24/20150.64 %

49,869.3149,940.97

99.910.61 %

49,953.1042.12

0.02 %12.13

Aaa / AA+AAA

0.830.83


7,000,000.00 02/26/20150.87 %

6,957,640.646,984,410.91

99.970.65 %

6,998,089.003,746.55

2.66 %13,678.09

Aaa / AA+AAA

0.920.91


50,000.00 09/24/20150.66 %

49,970.8749,986.14

99.970.65 %

49,986.3526.76

0.02 %0.21

Aaa / AA+AAA

0.920.91

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

5,000,000.00 04/23/20150.75 %

5,000,407.385,000,171.73

100.070.68 %

5,003,515.0015,692.93

1.90 %3,343.27

Aaa / AA+AAA

1.081.07

912828G20 US Treasury Note0.875% Due 11/15/2017

7,000,000.00 08/27/20150.81 %

7,009,867.207,005,018.56

100.190.70 %

7,013,398.0023,135.19

2.67 %8,379.44

Aaa / AA+AAA

1.131.11


50,000.00 09/24/20150.76 %

49,992.3649,995.73

100.040.72 %

50,021.5094.77

0.02 %25.77

Aaa / AA+AAA

1.251.24


50,000.00 09/23/20150.83 %

50,047.0450,026.71

100.210.72 %

50,105.4573.71

0.02 %78.74

Aaa / AA+AAA

1.341.32


50,000.00 09/23/20150.89 %

49,824.3949,895.04

100.030.73 %

50,013.651.03

0.02 %118.61

Aaa / AA+AAA

1.501.49


57,218,647.30127,653.18

21.76 %60,044.19

Aaa / AA+Aaa

0.530.53

AGENCY

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

50,000.00 09/24/20150.46 %

50,521.5050,056.01

100.110.46 %

50,057.20259.72

0.02 %1.19

Aaa / AA+AAA

0.130.12

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

50,000.00 09/28/20150.47 %

50,091.5050,011.43

100.050.31 %

50,023.00111.11

0.02 %11.57

Aaa / AA+AAA

0.150.15

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

45,000.00 09/24/20150.50 %

45,608.8545,095.51

100.230.40 %

45,105.17227.50

0.02 %9.66

Aaa / AA+AAA

0.190.19









Moody/S&P Fitch

MaturityDuration

AGENCY

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

3,000,000.00 06/25/20150.55 %

3,003,180.003,000,506.14

100.070.35 %

3,002,034.004,843.75

1.14 %1,527.86

Aaa / AA+AAA

0.240.24

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

3,000,000.00 06/25/20150.61 %

2,994,993.002,998,973.56

100.030.40 %

3,000,927.002,666.67

1.14 %1,953.44

Aaa / AA+AAA

0.330.32


1,000,000.00 03/28/20160.72 %

1,001,390.001,000,606.02

100.160.47 %

1,001,591.00947.92

0.38 %984.98

Aaa / AA+AAA

0.400.39


50,000.00 09/24/20150.55 %

50,229.0050,063.79

100.160.47 %

50,079.5547.40

0.02 %15.76

Aaa / AA+AAA

0.400.39


5,000,000.00 Various0.66 %

5,015,209.005,004,178.92

100.160.47 %

5,007,955.004,739.58

1.90 %3,776.08

Aaa / AA+AAA

0.400.39

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

45,000.00 09/28/20150.60 %

45,095.4045,028.06

100.170.34 %

45,077.3627.19

0.02 %49.30

Aaa / AA+AAA

0.420.42


1,000,000.00 03/24/20160.71 %

1,002,732.001,001,262.53

100.230.48 %

1,002,296.00638.89

0.38 %1,033.47

Aaa / AA+AAA

0.440.44


9,000,000.00 Various0.62 %

9,048,878.009,014,927.02

100.230.48 %

9,020,664.005,750.00

3.43 %5,736.98

Aaa / AA+AAA

0.440.44


50,000.00 09/24/20150.60 %

50,111.0050,034.27

100.130.47 %

50,063.0517.71

0.02 %28.78

Aaa / AA+AAA

0.450.45

30769QAA8 Farmer Mac Note5.125% Due 4/19/2017

8,750,000.00 11/13/20130.97 %

9,973,687.508,948,742.67

102.420.73 %

8,961,750.00201,796.88

3.48 %13,007.33

Aa1 / NRAA-

0.550.54

3135G0ZB2 FNMA Note0.75% Due 4/20/2017

2,000,000.00 03/23/20160.72 %

2,000,640.002,000,330.15

100.120.53 %

2,002,438.006,708.33

0.76 %2,107.85

Aaa / AA+AAA

0.550.55

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

50,000.00 09/24/20150.58 %

50,427.0050,154.21

100.310.58 %

50,155.75240.63

0.02 %1.54

Aaa / AA+AAA

0.570.57


50,000.00 09/23/20150.64 %

50,492.2550,185.57

100.410.58 %

50,206.80241.32

0.02 %21.23

Aaa / AA+AAA

0.610.61

313379FW4 FHLB Note1% Due 6/9/2017

45,000.00 09/24/20150.67 %

45,252.9045,102.44

100.260.62 %

45,118.71140.00

0.02 %16.27

Aaa / AA+AAA

0.690.69

3137EADH9 FHLMC Note1% Due 6/29/2017

3,000,000.00 06/25/20150.75 %

3,014,643.003,005,476.77

100.280.62 %

3,008,451.007,666.67

1.14 %2,974.23

Aaa / AA+AAA

0.750.74

3137EADV8 FHLMC Note0.75% Due 7/14/2017

7,000,000.00 08/26/20150.69 %

7,008,176.007,003,430.17

100.100.63 %

7,006,755.0011,229.17

2.66 %3,324.83

Aaa / AA+AAA

0.790.78


50,000.00 09/24/20150.65 %

50,319.0050,143.32

100.310.62 %

50,155.2087.50

0.02 %11.88

Aaa / AA+AAA

0.820.82

3135G0MZ3 FNMA Note0.875% Due 8/28/2017

2,000,000.00 03/28/20160.81 %

2,001,762.002,001,133.26

100.190.67 %

2,003,806.001,604.17

0.76 %2,672.74

Aaa / AA+AAA

0.910.91

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

45,000.00 09/24/20150.72 %

46,328.4045,639.08

101.370.78 %

45,615.9664.69

0.02 %(23.12)

Aaa / AA+AAA

0.940.93

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

2,000,000.00 Various0.86 %

2,039,722.002,025,809.63

101.370.78 %

2,027,376.002,875.00

0.77 %1,566.37

Aaa / AA+AAA

0.940.93









Moody/S&P Fitch

MaturityDuration

AGENCY


50,000.00 09/24/20150.71 %

50,281.5050,137.88

100.260.73 %

50,129.4015.28

0.02 %(8.48)

Aaa / AA+AAA

0.970.97


50,000.00 09/24/20150.75 %

50,251.5050,124.63

100.300.69 %

50,152.458.33

0.02 %27.82

Aaa / AA+AAA

0.990.98

3135G0ZL0 FNMA Note1% Due 9/27/2017

7,000,000.00 08/26/20150.77 %

7,033,880.007,016,151.91

100.320.67 %

7,022,484.00777.78

2.66 %6,332.09

Aaa / AA+AAA

0.990.99

3136G0L33 FNMA Callable Note 1X 10/3/20140.9% Due 10/3/2017

2,000,000.00 03/24/20160.85 %

2,001,360.002,000,905.43

100.220.68 %

2,004,366.008,900.00

0.76 %3,460.57

Aaa / AA+AAA

1.011.00

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

50,000.00 09/24/20150.75 %

50,133.0050,068.42

100.160.72 %

50,081.95188.37

0.02 %13.53

Aaa / AA+AAA

1.071.06

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

2,000,000.00 03/24/20160.88 %

2,019,760.002,013,554.09

100.740.83 %

2,014,730.0011,916.67

0.77 %1,175.91

Aaa / AA+AAA

1.111.09

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

2,000,000.00 03/24/20160.89 %

2,007,720.002,005,414.57

100.460.74 %

2,009,132.007,062.50

0.77 %3,717.43

Aaa / AA+AAA

1.191.18


7,000,000.00 08/26/20150.86 %

6,982,696.006,990,618.34

99.970.77 %

6,997,935.0011,520.83

2.66 %7,316.66

Aaa / AA+AAA

1.281.27


50,000.00 09/25/20150.84 %

49,903.0049,945.46

99.970.77 %

49,985.2582.29

0.02 %39.79

Aaa / AA+AAA

1.281.27

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

3,000,000.00 03/30/20160.79 %

3,004,422.003,003,228.74

100.130.78 %

3,004,014.003,864.58

1.14 %785.26

Aaa / AA+AAA

1.361.34

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

50,000.00 09/25/20150.89 %

49,984.1549,990.83

100.130.78 %

50,066.9064.41

0.02 %76.07

Aaa / AA+AAA

1.361.34

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

50,000.00 09/25/20150.93 %

50,538.0050,317.76

100.820.80 %

50,407.6542.01

0.02 %89.89

Aaa / AA+AAA

1.441.43

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

2,000,000.00 03/28/20160.91 %

1,998,800.001,999,105.11

100.080.82 %

2,001,602.00583.33

0.76 %2,496.89

Aaa / AA+AAA

1.471.46

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

7,000,000.00 08/26/20150.94 %

7,033,292.007,019,702.03

100.490.81 %

7,034,020.0034,125.00

2.68 %14,317.97

Aaa / AA+AAA

1.571.55

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

45,000.00 09/25/20150.95 %

45,198.0045,121.02

100.490.81 %

45,218.70219.38

0.02 %97.68

Aaa / AA+AAA

1.571.55

3133EEE71 FFCB Note0.92% Due 5/1/2018

3,476,000.00 07/27/20160.83 %

3,481,144.483,480,638.71

100.140.83 %

3,480,803.8313,324.67

1.33 %165.12

Aaa / AA+AAA

1.581.57

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

50,000.00 09/25/20151.00 %

49,831.6049,895.18

100.090.82 %

50,044.40157.99

0.02 %149.22

Aaa / AA+AAA

1.641.62


3,000,000.00 12/09/20151.18 %

2,999,340.002,999,535.93

100.400.93 %

3,011,895.0010,432.50

1.15 %12,359.07

Aaa / AA+AAA

1.701.68

3130A8TF0 FHLB Note0.8% Due 8/15/2018

5,000,000.00 07/27/20160.89 %

4,990,900.004,991,659.82

99.830.89 %

4,991,365.005,111.11

1.90 %(294.82)

Aaa / AA+AAA

1.871.85

313376BR5 FHLB Note1.75% Due 12/14/2018

5,000,000.00 07/27/20160.94 %

5,094,850.005,087,934.00

101.810.92 %

5,090,270.0026,006.94

1.94 %2,336.00

Aaa / AA+AAA

2.212.15









Moody/S&P Fitch

MaturityDuration

AGENCY

3133EF3V7 FFCB Note0.875% Due 2/15/2019

5,000,000.00 07/27/20160.93 %

4,992,550.004,993,047.57

99.840.94 %

4,992,245.005,590.28

1.90 %(802.57)

Aaa / AA+AAA

2.382.34


50,000.00 09/23/20151.32 %

49,861.9549,897.73

100.730.99 %

50,362.90104.17

0.02 %465.17

Aaa / AA+AAA

2.842.78


50,000.00 09/23/20151.40 %

49,713.6549,784.75

100.711.01 %

50,353.00310.76

0.02 %568.25

Aaa / AA+AAA

3.012.93

3130A7CV5 FHLB Note1.375% Due 2/18/2021

50,000.00 05/27/20161.45 %

49,837.5049,848.69

100.611.23 %

50,303.5082.12

0.02 %454.81

Aaa / AA+AAA

4.394.24

3135G0J20 FNMA Note1.375% Due 2/26/2021

35,000.00 05/27/20161.45 %

34,885.5534,893.42

100.661.22 %

35,230.8346.79

0.01 %337.41

Aaa / AA+AAA

4.414.26

Total Agency 101,336,000.00 0.82 %102,860,623.18101,718,412.55 0.70 %

101,814,899.51393,469.89

38.78 %96,486.96

Aaa / AA+Aaa

1.091.08

SUPRANATIONAL

459058DC4 Intl. Bank Recon & Development Note1.125% Due 7/18/2017

2,000,000.00 03/23/20160.87 %

2,006,600.002,004,002.78

100.370.65 %

2,007,498.004,562.50

0.76 %3,495.22

Aaa / AAAAAA

0.800.79

45905UPF5 Intl. Bank Recon & Development Note1.76% Due 5/1/2019

3,100,000.00 05/01/20141.76 %

3,100,000.003,100,000.00

100.681.49 %

3,120,925.0022,733.33

1.19 %20,925.00

Aaa / AAAAAA

2.582.50

Total Supranational 5,100,000.00 1.41 %5,106,600.005,104,002.78 1.17 %

5,128,423.0027,295.83

1.96 %24,420.22

Aaa / AAAAaa

1.891.84

US CORPORATE

91324PBS0 United Health Group Inc Note1.875% Due 11/15/2016

6,000,000.00 05/14/20140.70 %

6,173,520.006,008,566.89

100.101.03 %

6,006,270.0042,500.00

2.30 %(2,296.89)

A3 / A+A-

0.130.12

89233P5S1 Toyota Motor Credit Corp Note2.05% Due 1/12/2017

2,000,000.00 03/23/20160.82 %

2,019,580.002,006,870.25

100.221.28 %

2,004,302.008,997.22

0.76 %(2,568.25)

Aa3 / AA-A

0.280.28

94974BFD7 Wells Fargo Corp Note2.1% Due 5/8/2017

2,000,000.00 03/23/20161.18 %

2,020,140.002,010,981.59

100.431.38 %

2,008,642.0016,683.33

0.77 %(2,339.59)

A2 / AAA-

0.600.60

94974BFW5 Wells Fargo Corp Note1.15% Due 6/2/2017

2,000,000.00 03/23/20161.19 %

1,999,020.001,999,438.10

99.911.28 %

1,998,200.007,602.78

0.76 %(1,238.10)

A2 / AAA-

0.670.67


3,000,000.00 12/11/20151.42 %

3,007,440.003,004,468.34

100.491.14 %

3,014,697.0014,208.33

1.15 %10,228.66

A1 / A+NR

1.201.18


2,000,000.00 03/23/20161.29 %

2,007,420.002,005,305.92

100.131.40 %

2,002,546.006,250.00

0.76 %(2,759.92)

A2 / AAA-

1.301.27


25,000.00 09/24/20151.54 %

24,976.7524,986.81

100.131.40 %

25,031.8378.13

0.01 %45.02

A2 / AAA-

1.301.27


25,000.00 09/24/20151.26 %

25,168.0025,097.01

100.581.12 %

25,144.9855.97

0.01 %47.97

Aa2 / AAA+

1.361.34


3,000,000.00 12/11/20151.31 %

3,014,940.003,009,474.96

100.581.12 %

3,017,397.006,716.67

1.15 %7,922.04

Aa2 / AAA+

1.361.34









Moody/S&P Fitch

MaturityDuration

US CORPORATE

037833BN9 Apple Inc Note1.3% Due 2/23/2018

2,000,000.00 03/24/20160.94 %

2,013,320.002,009,811.85

100.291.09 %

2,005,884.002,744.44

0.76 %(3,927.85)

Aa1 / AA+NR

1.401.38

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

1,265,000.00 03/24/20161.16 %

1,271,755.101,269,998.73

100.421.14 %

1,270,287.701,516.95

0.48 %288.97

Aaa / AA+NR

1.421.40

46623EKD0 JP Morgan Chase Callable Note Cont 2/1/20181.7% Due 3/1/2018

1,500,000.00 04/18/20161.45 %

1,506,630.001,504,990.54

100.301.48 %

1,504,566.002,125.00

0.57 %(424.54)

A3 / A-A+

1.421.40


3,735,000.00 Various1.38 %

3,733,286.913,734,035.16

100.181.24 %

3,741,581.074,106.94

1.42 %7,545.91

Aa2 / AA-NR

1.421.40


25,000.00 09/28/20151.21 %

24,865.0024,916.80

99.861.09 %

24,965.15102.78

0.01 %48.35

Aa1 / AA+NR

1.591.57


4,000,000.00 Various1.16 %

3,985,440.003,990,140.58

99.861.09 %

3,994,424.0016,444.44

1.52 %4,283.42

Aa1 / AA+NR

1.591.57

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

2,000,000.00 03/23/20161.42 %

2,012,940.002,010,034.61

100.881.18 %

2,017,626.009,258.11

0.77 %7,591.39

Aa2 / AA-NR

1.731.62


4,401,000.00 Various1.05 %

4,848,423.014,797,439.69

108.441.34 %

4,772,250.7616,167.56

1.82 %(25,188.93)

A2 / ANR

1.951.85


25,000.00 09/25/20151.77 %

25,170.7525,115.69

101.461.28 %

25,365.85218.06

0.01 %250.16

Aa3 / AA-A

2.072.01


6,600,000.00 Various1.07 %

6,730,218.006,717,281.84

101.271.32 %

6,683,839.8048,620.00

2.55 %(33,442.04)

A1 / A+AA

2.131.98


100,000.00 08/22/20161.32 %

101,947.00101,866.44

101.241.60 %

101,241.40453.89

0.04 %(625.04)

A2 / AAA-

2.292.22

02665WBE0 American Honda Finance Note1.2% Due 7/12/2019

3,100,000.00 07/27/20161.22 %

3,097,768.003,097,888.27

99.411.42 %

3,081,840.208,163.33

1.17 %(16,048.07)

A1 / A+NR

2.782.72


50,000.00 08/30/20161.31 %

49,985.5049,985.78

100.171.24 %

50,084.4583.06

0.02 %98.67

Aa2 / AAA+

2.872.81

68389XAX3 Oracle Corp Note2.25% Due 10/8/2019

1,000,000.00 07/27/20161.23 %

1,031,780.001,030,077.58

102.471.41 %

1,024,720.0010,812.50

0.39 %(5,357.58)

A1 / AA-A+

3.022.89

166764AN0 Chevron Corp Callable Note Cont 10/15/20192.193% Due 11/15/2019

50,000.00 09/27/20161.47 %

51,104.5051,103.55

102.021.51 %

51,010.60414.23

0.02 %(92.95)

Aa2 / AA-NR

3.132.91


60,000.00 05/31/20161.73 %

60,393.0060,359.48

101.851.35 %

61,108.3879.67

0.02 %748.90

Aaa / AA+NR

3.433.24









Moody/S&P Fitch

MaturityDuration

US CORPORATE


60,000.00 05/27/20162.24 %

60,770.4060,717.20

101.852.06 %

61,112.88646.00

0.02 %395.68

A3 / A-A+

4.083.75


5,000,000.00 Various2.28 %

5,056,495.005,051,764.71

101.852.06 %

5,092,740.0053,833.33

1.95 %40,975.29

A3 / A-A+

4.083.75


55,666,879.05278,882.72

21.23 %(15,839.32)

A1 / A+A+

1.681.60

TOTAL PORTFOLIO 261,577,024.26 0.90 %263,953,027.14262,550,826.41 0.80 %

262,715,938.46828,108.29

100.00 %165,112.05

Aa1 / AAAaa

0.970.95




Foothill/Eastern - Indenture Funds Exhibit #4






Moody/S&P Fitch

MaturityDuration


09248U718 Blackrock Treasury Money Market Fund 14,900,652.49 Various0.21 %

14,900,652.4914,900,652.49

1.000.21 %

14,900,652.490.00

5.06 %0.00

Aaa / AAAAAA

0.000.00


81,352.56 Various0.27 %

81,352.5681,352.56

1.000.27 %

81,352.560.00

0.03 %0.00

Aaa / AAANR

0.000.00

99TCASH$1 Bank of New York Cash 91,808.46 Various0.00 %

91,808.4691,808.46

1.000.00 %

91,808.460.00

0.03 %0.00

NR / NRNR

0.000.00


15,073,813.510.00

5.11 %0.00

Aaa / AAAAaa

0.000.00

COMMERCIAL PAPER

06538BL76 Bank of Tokyo Mitsubishi NY Discount CP0.56% Due 11/7/2016

4,800,000.00 09/27/20160.57 %

4,797,162.664,797,237.33

99.940.57 %

4,797,237.330.00

1.63 %0.00

P-1 / A-1F-1

0.100.10

21687AME0 Rabobank Nederland NV NY Discount CP0.66% Due 12/14/2016

4,850,000.00 09/27/20160.67 %

4,843,331.254,843,420.17

99.860.67 %

4,843,420.170.00

1.64 %0.00

P-1 / A-1NR

0.210.20


9,640,657.500.00

3.27 %0.00

Aaa / AAAA

0.160.15

US TREASURY


345,000.00 08/05/20150.51 %

346,645.30345,204.80

100.110.22 %

345,373.981,014.50

0.12 %169.18

Aaa / AA+AAA

0.170.17

912828RX0 US Treasury Note0.875% Due 12/31/2016

3,592,000.00 01/10/20140.87 %

3,592,420.943,592,018.55

100.150.29 %

3,597,247.917,942.91

1.22 %5,229.36

Aaa / AA+AAA

0.250.25


1,725,000.00 09/20/20160.26 %

1,723,621.991,723,743.94

99.930.26 %

1,723,743.940.00

0.58 %0.00

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

0.280.28


25,330,000.00 Various0.30 %

25,302,697.8625,308,589.46

99.920.30 %

25,308,589.460.00

8.59 %0.00

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

0.280.28


345,000.00 06/19/20150.51 %

347,009.16345,416.46

100.180.33 %

345,623.07508.59

0.12 %206.61

Aaa / AA+AAA

0.340.33


495,000.00 09/24/20150.50 %

497,515.33495,619.45

100.180.33 %

495,893.97729.72

0.17 %274.52

Aaa / AA+AAA

0.340.33


345,000.00 08/05/20150.59 %

345,189.83345,045.94

100.100.37 %

345,334.65275.39

0.12 %288.71

Aaa / AA+AAA

0.380.37

912828GS3 US Treasury Note4.5% Due 5/15/2017

4,000,000.00 02/27/20140.78 %

4,471,093.754,092,221.99

102.410.62 %

4,096,564.0067,989.13

1.41 %4,342.01

Aaa / AA+AAA

0.620.61

912828WH9 US Treasury Note0.875% Due 5/15/2017

345,000.00 09/23/20150.62 %

346,429.67345,543.50

100.200.55 %

345,700.701,140.23

0.12 %157.20

Aaa / AA+AAA

0.620.62


4,535,000.00 06/16/20150.69 %

4,529,346.444,533,065.38

100.020.60 %

4,535,884.339,525.36

1.54 %2,818.95

Aaa / AA+AAA

0.670.66









Moody/S&P Fitch

MaturityDuration

US TREASURY


345,000.00 09/23/20150.63 %

344,987.68344,994.91

100.020.60 %

345,067.28724.64

0.12 %72.37

Aaa / AA+AAA

0.670.66

912828NK2 US Treasury Note2.5% Due 6/30/2017

3,607,000.00 01/02/20141.11 %

3,777,768.913,644,047.09

101.400.63 %

3,657,447.5022,788.79

1.25 %13,400.41

Aaa / AA+AAA

0.750.74


500,000.00 06/26/20150.74 %

497,482.14498,996.39

99.910.61 %

499,531.00421.20

0.17 %534.61

Aaa / AA+AAA

0.830.83


1,750,000.00 02/26/20150.87 %

1,739,410.161,746,102.73

99.970.65 %

1,749,522.25936.64

0.59 %3,419.52

Aaa / AA+AAA

0.920.91


500,000.00 08/05/20150.77 %

498,497.77499,332.55

99.970.65 %

499,863.50267.61

0.17 %530.95

Aaa / AA+AAA

0.920.91

912828HH6 US Treasury Note4.25% Due 11/15/2017

4,515,000.00 02/27/20141.00 %

5,048,687.114,678,498.60

103.940.73 %

4,692,764.5872,479.25

1.62 %14,265.98

Aaa / AA+AAA

1.131.09

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

5,420,000.00 06/25/20150.89 %

5,385,508.005,403,372.80

99.920.69 %

5,415,766.9811,384.21

1.84 %12,394.18

Aaa / AA+AAA

1.171.16


1,672,000.00 01/10/20141.37 %

1,632,028.751,659,210.15

100.040.72 %

1,672,718.963,169.08

0.57 %13,508.81

Aaa / AA+AAA

1.251.24


350,000.00 08/05/20150.93 %

349,536.33349,749.36

100.210.72 %

350,738.15515.96

0.12 %988.79

Aaa / AA+AAA

1.341.32


495,000.00 08/05/20150.93 %

494,344.24494,645.53

100.210.72 %

496,043.96729.72

0.17 %1,398.43

Aaa / AA+AAA

1.341.32


3,025,000.00 09/23/20150.83 %

3,027,846.073,026,616.19

100.210.72 %

3,031,379.734,459.41

1.03 %4,763.54

Aaa / AA+AAA

1.341.32


500,000.00 09/23/20150.89 %

498,243.86498,950.42

100.030.73 %

500,136.5010.30

0.17 %1,186.08

Aaa / AA+AAA

1.501.49


5,050,000.00 06/16/20151.06 %

5,040,745.445,044,739.10

100.390.76 %

5,069,922.2516,971.31

1.73 %25,183.15

Aaa / AA+AAA

1.671.65


345,000.00 08/05/20151.04 %

344,637.29344,784.11

100.390.76 %

346,361.031,159.43

0.12 %1,576.92

Aaa / AA+AAA

1.671.65

912828XF2 US Treasury Note1.125% Due 6/15/2018

495,000.00 01/06/20161.15 %

494,692.28494,782.52

100.620.76 %

498,074.451,643.24

0.17 %3,291.93

Aaa / AA+AAA

1.711.68

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

1,678,000.00 01/10/20141.58 %

1,663,055.311,672,025.27

101.050.77 %

1,695,566.985,830.82

0.58 %23,541.71

Aaa / AA+AAA

1.751.72


4,520,000.00 08/05/20151.22 %

4,523,899.524,522,555.99

100.920.82 %

4,561,669.8818,987.70

1.55 %39,113.89

Aaa / AA+AAA

2.172.13


495,000.00 08/05/20151.22 %

495,427.05495,279.92

100.920.82 %

499,563.412,079.41

0.17 %4,283.49

Aaa / AA+AAA

2.172.13


345,000.00 09/23/20151.06 %

347,009.16346,372.90

100.920.82 %

348,180.561,449.28

0.12 %1,807.66

Aaa / AA+AAA

2.172.13

912828P87 US Treasury Note1.125% Due 2/28/2021

4,600,000.00 05/27/20161.35 %

4,553,116.974,556,340.36

100.061.11 %

4,602,875.004,431.63

1.56 %46,534.64

Aaa / AA+AAA

4.424.29









Moody/S&P Fitch

MaturityDuration


81,673,149.96259,565.46

27.80 %225,283.60

Aaa / AAAAaa

1.041.02

AGENCY

3137EADS5 FHLMC Note0.875% Due 10/14/2016

345,000.00 06/17/20150.57 %

346,380.00345,037.92

100.020.43 %

345,059.691,400.36

0.12 %21.77

Aaa / AA+AAA

0.040.04

3137EADS5 FHLMC Note0.875% Due 10/14/2016

4,550,000.00 08/06/20150.50 %

4,570,020.004,550,608.81

100.020.43 %

4,550,787.1518,468.58

1.55 %178.34

Aaa / AA+AAA

0.040.04

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

4,480,000.00 06/17/20150.58 %

4,529,190.404,484,307.76

100.110.46 %

4,485,125.1223,271.11

1.53 %817.36

Aaa / AA+AAA

0.130.12

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

340,000.00 08/06/20150.52 %

343,668.60340,352.79

100.110.46 %

340,388.961,766.11

0.12 %36.17

Aaa / AA+AAA

0.130.12

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

895,000.00 Various0.51 %

904,709.54895,946.88

100.110.46 %

896,023.884,649.03

0.31 %77.00

Aaa / AA+AAA

0.130.12

3133EFGX9 FFCB Note0.55% Due 2/2/2017

345,000.00 10/02/20150.45 %

345,458.85345,116.17

100.030.47 %

345,087.29310.98

0.12 %(28.88)

Aaa / AA+AAA

0.340.34


4,525,000.00 06/17/20150.67 %

4,539,977.754,528,526.63

100.160.47 %

4,532,199.284,289.32

1.54 %3,672.65

Aaa / AA+AAA

0.400.39


345,000.00 06/17/20150.67 %

346,141.95345,268.88

100.160.47 %

345,548.90327.03

0.12 %280.02

Aaa / AA+AAA

0.400.39


450,000.00 06/25/20150.66 %

451,593.00450,377.64

100.160.47 %

450,715.95426.56

0.15 %338.31

Aaa / AA+AAA

0.400.39

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

2,000,000.00 09/28/20150.60 %

2,004,240.002,001,247.05

100.170.34 %

2,003,438.001,208.33

0.68 %2,190.95

Aaa / AA+AAA

0.420.42

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

790,000.00 09/28/20150.60 %

791,674.80790,492.59

100.170.34 %

791,358.02477.29

0.27 %865.43

Aaa / AA+AAA

0.420.42


4,965,000.00 08/06/20150.68 %

4,970,759.404,966,629.67

100.130.47 %

4,971,260.871,758.44

1.69 %4,631.20

Aaa / AA+AAA

0.450.45

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

4,510,000.00 06/18/20150.69 %

4,545,588.414,521,070.59

100.310.58 %

4,524,048.6521,704.38

1.54 %2,978.06

Aaa / AA+AAA

0.570.57

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

445,000.00 06/25/20150.73 %

448,235.15446,012.60

100.310.58 %

446,386.182,141.56

0.15 %373.58

Aaa / AA+AAA

0.570.57

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

345,000.00 09/24/20150.58 %

347,946.30346,064.03

100.310.58 %

346,074.681,660.31

0.12 %10.65

Aaa / AA+AAA

0.570.57


4,485,000.00 06/18/20150.70 %

4,531,585.704,500,201.59

100.410.58 %

4,503,549.9621,646.35

1.54 %3,348.37

Aaa / AA+AAA

0.610.61


445,000.00 06/25/20150.73 %

449,307.60446,414.16

100.410.58 %

446,840.522,147.74

0.15 %426.36

Aaa / AA+AAA

0.610.61


340,000.00 09/23/20150.64 %

343,347.30341,261.85

100.410.58 %

341,406.241,640.97

0.12 %144.39

Aaa / AA+AAA

0.610.61

313379FW4 FHLB Note1% Due 6/9/2017

5,310,000.00 08/05/20150.78 %

5,331,186.905,317,952.80

100.260.62 %

5,324,007.7816,519.99

1.81 %6,054.98

Aaa / AA+AAA

0.690.69









Moody/S&P Fitch

MaturityDuration

AGENCY


5,320,000.00 08/05/20150.77 %

5,344,248.565,330,148.91

100.310.62 %

5,336,513.289,310.00

1.81 %6,364.37

Aaa / AA+AAA

0.820.82


4,995,000.00 08/05/20150.86 %

5,009,190.805,001,516.17

100.260.73 %

5,007,927.061,526.25

1.70 %6,410.89

Aaa / AA+AAA

0.970.97

3133EDVU3 FFCB Note1.125% Due 9/22/2017

4,515,000.00 09/28/20150.75 %

4,548,320.704,531,440.62

100.430.69 %

4,534,319.691,269.84

1.54 %2,879.07

Aaa / AA+AAA

0.980.97

3133EDVU3 FFCB Note1.125% Due 9/22/2017

345,000.00 09/28/20150.75 %

347,546.10346,256.26

100.430.69 %

346,476.2697.03

0.12 %220.00

Aaa / AA+AAA

0.980.97


1,355,000.00 06/17/20150.95 %

1,356,645.381,355,721.98

100.300.69 %

1,359,131.40225.83

0.46 %3,409.42

Aaa / AA+AAA

0.990.98


135,000.00 06/17/20150.95 %

135,163.93135,071.93

100.300.69 %

135,411.6222.50

0.05 %339.69

Aaa / AA+AAA

0.990.98


105,000.00 06/17/20150.95 %

105,127.50105,055.95

100.300.69 %

105,320.1517.50

0.04 %264.20

Aaa / AA+AAA

0.990.98

3135G0ZL0 FNMA Note1% Due 9/27/2017

345,000.00 09/24/20150.72 %

346,914.75345,947.52

100.320.67 %

346,108.1438.33

0.12 %160.62

Aaa / AA+AAA

0.990.99

3133EDXA5 FFCB Note1.15% Due 10/10/2017

250,000.00 08/10/20150.90 %

251,322.50250,629.85

100.390.77 %

250,970.501,365.62

0.09 %340.65

Aaa / AA+AAA

1.031.02

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

4,550,000.00 06/17/20150.93 %

4,544,085.004,547,284.84

100.160.72 %

4,557,457.4517,141.49

1.55 %10,172.61

Aaa / AA+AAA

1.071.06

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

450,000.00 06/25/20150.89 %

449,856.00449,933.55

100.160.72 %

450,737.551,695.31

0.15 %804.00

Aaa / AA+AAA

1.071.06

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

345,000.00 08/05/20150.87 %

345,049.68345,024.03

100.160.72 %

345,565.461,299.74

0.12 %541.43

Aaa / AA+AAA

1.071.06

3133EEFE5 FFCB Note1.125% Due 12/18/2017

450,000.00 08/05/20150.97 %

451,642.50450,846.27

100.430.77 %

451,952.101,448.44

0.15 %1,105.83

Aaa / AA+AAA

1.221.20

3133EEFE5 FFCB Note1.125% Due 12/18/2017

345,000.00 09/28/20150.83 %

347,204.55346,208.85

100.430.77 %

346,496.611,110.47

0.12 %287.76

Aaa / AA+AAA

1.221.20


350,000.00 06/25/20151.01 %

347,721.50348,845.31

99.970.77 %

349,896.75576.04

0.12 %1,051.44

Aaa / AA+AAA

1.281.27


4,550,000.00 06/26/20151.02 %

4,519,424.004,534,504.21

99.970.77 %

4,548,657.757,488.54

1.55 %14,153.54

Aaa / AA+AAA

1.281.27


450,000.00 08/05/20150.97 %

447,626.25448,743.08

99.970.77 %

449,867.25740.63

0.15 %1,124.17

Aaa / AA+AAA

1.281.27

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

4,555,000.00 06/19/20150.93 %

4,548,103.734,551,416.07

100.130.78 %

4,561,094.595,867.73

1.55 %9,678.52

Aaa / AA+AAA

1.361.34

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

450,000.00 06/25/20151.03 %

448,182.00449,053.43

100.130.78 %

450,602.10579.69

0.15 %1,548.67

Aaa / AA+AAA

1.361.34

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

350,000.00 08/05/20151.01 %

348,859.70349,380.00

100.130.78 %

350,468.30450.87

0.12 %1,088.30

Aaa / AA+AAA

1.361.34









Moody/S&P Fitch

MaturityDuration

AGENCY

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

4,505,000.00 06/25/20151.09 %

4,538,742.454,523,089.15

100.820.80 %

4,541,729.263,785.45

1.54 %18,640.11

Aaa / AA+AAA

1.441.43

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

445,000.00 06/25/20151.09 %

448,333.05446,786.83

100.820.80 %

448,628.09373.92

0.15 %1,841.26

Aaa / AA+AAA

1.441.43

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

340,000.00 08/05/20151.06 %

342,696.20341,505.93

100.820.80 %

342,772.02285.69

0.12 %1,266.09

Aaa / AA+AAA

1.441.43

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

4,530,000.00 06/16/20151.09 %

4,534,371.454,532,414.99

100.490.81 %

4,552,015.8022,083.75

1.55 %19,600.81

Aaa / AA+AAA

1.571.55

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

450,000.00 06/25/20151.09 %

450,409.50450,228.27

100.490.81 %

452,187.002,193.75

0.15 %1,958.73

Aaa / AA+AAA

1.571.55

313379DT3 FHLB Note1.25% Due 6/8/2018

345,000.00 08/05/20151.15 %

345,948.75345,566.58

100.680.84 %

347,343.591,353.65

0.12 %1,777.01

Aaa / AA+AAA

1.691.66

313379DT3 FHLB Note1.25% Due 6/8/2018

4,500,000.00 09/25/20151.03 %

4,526,640.004,516,750.49

100.680.84 %

4,530,568.5017,656.25

1.54 %13,818.01

Aaa / AA+AAA

1.691.66

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

4,919,000.00 09/23/20151.09 %

4,924,661.774,922,791.22

100.520.87 %

4,944,475.5024,902.44

1.69 %21,684.28

Aaa / AA+AAA

2.052.02

3133EFPJ0 FFCB Note1.29% Due 11/19/2018

200,000.00 05/27/20161.04 %

201,238.00201,072.07

100.690.96 %

201,385.80946.00

0.07 %313.73

Aaa / AA+AAA

2.142.09

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

4,650,000.00 12/22/20151.39 %

4,638,514.504,641,421.72

100.870.90 %

4,690,603.8017,967.08

1.60 %49,182.08

Aaa / AA+AAA

2.212.16


5,295,000.00 09/23/20151.32 %

5,280,380.515,284,169.35

100.730.99 %

5,333,431.1111,031.25

1.81 %49,261.76

Aaa / AA+AAA

2.842.78


5,370,000.00 09/23/20151.40 %

5,339,246.025,346,881.65

100.711.01 %

5,407,912.2033,376.05

1.85 %61,030.55

Aaa / AA+AAA

3.012.93

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

300,000.00 03/17/20161.29 %

303,747.00303,234.75

101.801.07 %

305,397.30947.92

0.10 %2,162.55

Aaa / AA+AAA

3.313.21

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

3,075,000.00 12/09/20151.64 %

3,072,789.083,073,202.10

101.801.07 %

3,130,322.339,716.15

1.07 %57,120.23

Aaa / AA+AAA

3.313.21

313378J77 FHLB Note1.875% Due 3/13/2020

400,000.00 03/17/20161.33 %

408,480.00407,364.52

102.571.11 %

410,288.80375.00

0.14 %2,924.28

Aaa / AA+NR

3.453.34


3,325,000.00 05/27/20161.26 %

3,339,397.253,338,198.53

101.091.07 %

3,361,086.2319,049.48

1.15 %22,887.70

Aaa / AA+AAA

3.593.47

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

350,000.00 03/17/20161.40 %

351,466.50351,286.48

101.531.08 %

355,355.001,443.75

0.12 %4,068.52

Aaa / AA+AAA

3.733.61

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

450,000.00 05/27/20161.31 %

453,325.50453,057.28

101.531.08 %

456,885.001,856.25

0.16 %3,827.72

Aaa / AA+AAA

3.733.61

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

4,000,000.00 12/09/20151.76 %

3,954,808.003,962,579.59

101.531.08 %

4,061,200.0016,500.00

1.38 %98,620.41

Aaa / AA+AAA

3.733.61

313370US5 FHLB Note2.875% Due 9/11/2020

745,000.00 05/27/20161.38 %

791,003.75787,520.45

106.671.14 %

794,691.501,189.93

0.27 %7,171.05

Aaa / AA+AAA

3.953.74









Moody/S&P Fitch

MaturityDuration

AGENCY

3135G0H55 FNMA Note1.875% Due 12/28/2020

5,390,000.00 05/27/20161.40 %

5,503,136.105,495,111.54

102.811.19 %

5,541,340.4226,107.82

1.89 %46,228.88

Aaa / AA+AAA

4.254.06

3130A7CV5 FHLB Note1.375% Due 2/18/2021

400,000.00 03/17/20161.52 %

397,236.00397,526.88

100.611.23 %

402,428.00656.94

0.14 %4,901.12

Aaa / AA+AAA

4.394.24

3130A7CV5 FHLB Note1.375% Due 2/18/2021

4,600,000.00 05/27/20161.45 %

4,585,050.004,586,079.39

100.611.23 %

4,627,922.007,554.86

1.57 %41,842.61

Aaa / AA+AAA

4.394.24

3130A7CV5 FHLB Note1.375% Due 2/18/2021

450,000.00 Various1.50 %

447,293.10447,564.97

100.611.23 %

452,731.50739.06

0.15 %5,166.53

Aaa / AA+AAA

4.394.24

Total Agency 133,154,000.00 1.00 %133,562,161.26133,341,323.97 0.78 %

133,966,981.88400,178.73

45.59 %625,657.91

Aaa / AA+Aaa

1.671.63

US CORPORATE


1,250,000.00 09/28/20151.12 %

1,252,112.501,251,078.84

100.001.20 %

1,250,048.756,916.67

0.43 %(1,030.09)

A1 / AA-A+

1.041.03


1,700,000.00 09/25/20151.29 %

1,709,418.001,705,135.54

100.491.14 %

1,708,328.308,051.39

0.58 %3,192.76

A1 / A+NR

1.201.18


1,250,000.00 09/24/20151.54 %

1,248,837.501,249,340.48

100.131.40 %

1,251,591.253,906.25

0.43 %2,250.77

A2 / AAA-

1.301.27


1,700,000.00 09/24/20151.35 %

1,700,476.001,700,276.53

100.181.24 %

1,702,995.401,869.30

0.58 %2,718.87

Aa2 / AA-NR

1.421.40


1,100,000.00 11/19/20151.55 %

1,101,826.001,101,171.33

101.020.94 %

1,111,227.708,887.85

0.38 %10,056.37

A1 / AA-AA-

1.501.47


1,250,000.00 09/24/20151.24 %

1,242,362.501,245,312.53

99.861.09 %

1,248,257.505,138.89

0.43 %2,944.97

Aa1 / AA+NR

1.591.57


1,450,000.00 10/01/20151.47 %

1,455,046.001,453,268.96

100.581.27 %

1,458,367.955,026.66

0.50 %5,098.99

A2 / ANR

1.781.75


255,000.00 10/01/20151.47 %

255,887.40255,574.89

100.581.27 %

256,471.61884.00

0.09 %896.72

A2 / ANR

1.781.75


1,250,000.00 09/25/20151.77 %

1,258,537.501,255,784.69

101.461.28 %

1,268,292.5010,902.78

0.43 %12,507.81

Aa3 / AA-A

2.072.01


3,000,000.00 08/22/20161.32 %

3,058,410.003,055,993.24

101.241.60 %

3,037,242.0013,616.67

1.04 %(18,751.24)

A2 / AAA-

2.292.22


705,000.00 Various1.45 %

716,933.85716,004.05

101.241.60 %

713,751.873,199.91

0.24 %(2,252.18)

A2 / AAA-

2.292.22


245,000.00 Various1.63 %

248,336.15247,849.29

101.241.60 %

248,041.431,112.03

0.08 %192.14

A2 / AAA-

2.292.22


450,000.00 09/24/20151.71 %

457,443.00455,327.03

102.051.36 %

459,234.004,290.00

0.16 %3,906.97

A1 / A+AA

2.572.39









Moody/S&P Fitch

MaturityDuration

US CORPORATE


2,192,000.00 Various1.53 %

2,233,888.842,227,370.43

102.051.36 %

2,236,979.8420,897.07

0.77 %9,609.41

A1 / A+AA

2.572.39


380,000.00 09/19/20161.32 %

379,802.40379,804.44

100.041.29 %

380,133.381,934.83

0.13 %328.94

A1 / A+NR

2.612.55


418,000.00 09/27/20161.27 %

418,317.68418,317.37

100.041.29 %

418,146.722,128.32

0.14 %(170.65)

A1 / A+NR

2.612.55


800,000.00 08/30/20161.26 %

802,896.00802,809.43

100.131.35 %

801,004.804,075.55

0.27 %(1,804.63)

Aa3 / AA-A

2.642.57


1,600,000.00 08/22/20161.26 %

1,639,344.001,638,005.25

101.851.45 %

1,629,572.806,894.44

0.56 %(8,432.45)

Aa3 / AA-A

2.802.70


3,425,000.00 08/30/20161.31 %

3,424,006.753,424,026.13

100.171.24 %

3,430,784.835,689.31

1.17 %6,758.70

Aa2 / AAA+

2.872.81


4,850,000.00 09/27/20161.32 %

4,861,252.004,861,241.13

100.091.37 %

4,854,234.052,074.72

1.65 %(7,007.08)

A1 / AA-NR

2.972.90

24422ETJ8 John Deere Capital Corp Note1.25% Due 10/9/2019

3,500,000.00 09/27/20161.41 %

3,483,340.003,483,354.63

99.351.47 %

3,477,085.502,673.61

1.18 %(6,269.13)

A2 / ANR

3.022.95

166764AN0 Chevron Corp Callable Note Cont 10/15/20192.193% Due 11/15/2019

1,548,000.00 09/27/20161.47 %

1,582,195.321,582,165.78

102.021.51 %

1,579,288.1812,824.66

0.54 %(2,877.60)

Aa2 / AA-NR

3.132.91


2,456,000.00 05/31/20161.73 %

2,472,086.802,470,714.84

101.851.35 %

2,501,369.693,261.02

0.85 %30,654.85

Aaa / AA+NR

3.433.24

713448CS5 PepsiCo Inc Callable Note Cont 3/30/20201.85% Due 4/30/2020

1,625,000.00 05/27/20161.65 %

1,637,138.751,636,104.91

101.531.40 %

1,649,836.5012,609.55

0.56 %13,731.59

A1 / AA

3.583.36

94974BGM6 Wells Fargo Corp Note2.6% Due 7/22/2020

220,000.00 06/28/20161.85 %

226,437.20226,044.70

102.032.04 %

224,463.801,096.33

0.08 %(1,580.90)

A2 / AAA-

3.813.60

94974BGM6 Wells Fargo Corp Note2.6% Due 7/22/2020

3,125,000.00 Various1.88 %

3,213,561.253,207,026.92

102.032.04 %

3,188,406.2515,572.92

1.09 %(18,620.67)

A2 / AAA-

3.813.60

458140AQ3 Intel Corp Note2.45% Due 7/29/2020

180,000.00 06/09/20161.57 %

186,332.40185,873.96

103.471.51 %

186,250.50759.50

0.06 %376.54

A1 / A+A+

3.833.64


4,700,000.00 05/27/20162.24 %

4,760,348.004,756,181.04

101.852.06 %

4,787,175.6050,603.34

1.64 %30,994.56

A3 / A-A+

4.083.75


2,300,000.00 06/07/20161.71 %

2,348,760.002,345,521.39

102.561.57 %

2,358,813.3015,039.44

0.81 %13,291.91

A1 / A+NR

4.213.99









Moody/S&P Fitch

MaturityDuration

US CORPORATE


740,000.00 06/09/20161.69 %

756,420.60755,329.89

102.561.57 %

758,922.544,838.78

0.26 %3,592.65

A1 / A+NR

4.213.99

166764BG4 Chevron Corp Callable Note Cont 4/15/20212.1% Due 5/16/2021

3,230,000.00 06/28/20161.73 %

3,285,071.503,282,248.10

101.651.72 %

3,283,408.0525,436.25

1.12 %1,159.95

Aa2 / AA-NR

4.634.29


53,459,726.59262,212.04

18.23 %85,468.85

A1 / A+A+

2.942.81

TOTAL PORTFOLIO 292,035,813.51 0.98 %293,952,188.88292,877,919.08 0.81 %

293,814,329.44921,956.23

100.00 %936,410.36

Aa1 / AA+Aaa

1.591.54



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

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 - - - - - - - 8,000,000

COMMERCIAL PAPER 14,252,568 12,984,497 - - - 9,640,658 - - 36,877,723

US TREASURY 49,816,276 7,002,172 - 400,199 36,429,645 40,397,655 3,122,106 1,723,744 138,891,797

US AGENCY 98,697,018 2,003,887 - 1,113,995 - 124,317,598 9,649,384 - 235,781,881

SUPRANATIONAL 5,128,423 - - - - - - - 5,128,423

US CORPORATE BONDS 55,241,814 - - 425,066 - 50,594,525 2,865,202 - 109,126,606

MUNICIPAL BONDS - - - - - - - - -

TOTAL PORTFOLIO 235,040,631 24,273,992 1,455,023 1,946,293 36,529,151 225,018,506 15,649,973 16,616,700 556,530,268

ACCRUED INTEREST 802,514 20,213 - 5,381 41,375 831,487 49,094 - 1,750,065

TOTAL COMBINED PORTFOLIO 235,843,145 24,294,205 1,455,023 1,951,674 36,570,525 225,849,993 15,699,067 16,616,700 558,280,332

NON-INDENTURE FUNDS INDENTURE FUNDS

TOTAL

FOOTHILL/EASTERN TRANSPORTATION CORRIDOR AGENCY

PORTFOLIO COMPOSITION BY FUND

INDENTURE AND NON-INDENTURE FUNDS

SEPTEMBER 30, 2016

MARKET VALUE



Transaction Type




ACQUISITIONS

Purchase 09/01/2016 74005HJL7 3,000,000.00 Praxair Discount CP0.38% Due 9/20/2016

99.980 0.39 % 2,999,398.33 0.00 2,999,398.33 0.00

Purchase 09/01/2016 74005HJL7 3,000,000.00 Praxair Discount CP0.38% Due 9/20/2016

99.980 0.39 % 2,999,398.33 0.00 2,999,398.33 0.00


99.920 0.26 % 13,049,567.06 0.00 13,049,567.06 0.00


99.920 0.26 % 1,723,621.99 0.00 1,723,621.99 0.00

Purchase 09/22/2016 69371RN28 380,000.00 Paccar Financial Corp Note1.3% Due 5/10/2019

99.948 1.32 % 379,802.40 1,811.33 381,613.73 0.00

Purchase 09/28/2016 06417GPX0 8,000,000.00 Bank of Nova Scotia Yankee CD1.21% Due 5/3/2017

100.000 1.21 % 8,000,000.00 0.00 8,000,000.00 0.00

Purchase 09/28/2016 21687AML4 2,000,000.00 Rabobank Nederland NV NY Discount CP0.801% Due 12/20/2016

99.816 0.81 % 1,996,311.11 0.00 1,996,311.11 0.00

Purchase 09/28/2016 21687AS12 4,000,000.00 Rabobank Nederland NV NY Discount CP1.138% Due 5/1/2017

99.325 1.15 % 3,973,005.56 0.00 3,973,005.56 0.00

Purchase 09/29/2016 30229ALN7 2,500,000.00 Exxon Mobil Discount CP0.45% Due 11/22/2016

99.933 0.46 % 2,498,312.50 0.00 2,498,312.50 0.00

Purchase 09/30/2016 06538BL76 4,350,000.00 Bank of Tokyo Mitsubishi NY Discount CP0.56% Due 11/7/2016

99.941 0.57 % 4,347,428.66 0.00 4,347,428.66 0.00

Purchase 09/30/2016 06538BL76 450,000.00 Bank of Tokyo Mitsubishi NY Discount CP0.56% Due 11/7/2016

99.941 0.57 % 449,734.00 0.00 449,734.00 0.00

Purchase 09/30/2016 166764AN0 1,548,000.00 Chevron Corp Callable Note Cont 10/15/20192.193% Due 11/15/2019

102.209 1.47 % 1,582,195.32 12,730.37 1,594,925.69 0.00

Purchase 09/30/2016 166764AN0 50,000.00 Chevron Corp Callable Note Cont 10/15/20192.193% Due 11/15/2019

102.209 1.47 % 51,104.50 411.18 51,515.68 0.00


100.232 1.32 % 400,928.00 155.56 401,083.56 0.00

Purchase 09/30/2016 17275RBG6 4,450,000.00 Cisco Systems Note1.4% Due 9/20/2019

100.232 1.32 % 4,460,324.00 1,730.55 4,462,054.55 0.00

Purchase 09/30/2016 21687AME0 4,400,000.00 Rabobank Nederland NV NY Discount CP0.66% Due 12/14/2016

99.863 0.67 % 4,393,950.00 0.00 4,393,950.00 0.00

Purchase 09/30/2016 21687AME0 450,000.00 Rabobank Nederland NV NY Discount CP0.66% Due 12/14/2016

99.863 0.67 % 449,381.25 0.00 449,381.25 0.00

Purchase 09/30/2016 21687AS12 1,300,000.00 Rabobank Nederland NV NY Discount CP1.13% Due 5/1/2017

99.331 1.15 % 1,291,308.42 0.00 1,291,308.42 0.00

Purchase 09/30/2016 24422ETJ8 3,500,000.00 John Deere Capital Corp Note1.25% Due 10/9/2019

99.524 1.41 % 3,483,340.00 2,552.08 3,485,892.08 0.00

Page 1



Transaction Type




ACQUISITIONS

Purchase 09/30/2016 69371RN28 418,000.00 Paccar Financial Corp Note1.3% Due 5/10/2019

100.076 1.27 % 418,317.68 2,113.22 420,430.90 0.00

Subtotal 58,981,000.00 58,947,429.11 21,504.29 58,968,933.40 0.00

TOTAL ACQUISITIONS 58,981,000.00 58,947,429.11 21,504.29 58,968,933.40 0.00

DISPOSITIONS

Maturity 09/15/2016 21687AJF1 1,000,000.00 Rabobank Nederland NV NY Discount CP0.84% Due 9/15/2016

99.589 1,000,000.00 0.00 1,000,000.00 0.00

Maturity 09/15/2016 21687AJF1 2,000,000.00 Rabobank Nederland NV NY Discount CP0.84% Due 9/15/2016

99.589 2,000,000.00 0.00 2,000,000.00 0.00

Maturity 09/15/2016 912828VW7 345,000.00 US Treasury Note0.875% Due 9/15/2016

100.000 345,000.00 0.00 345,000.00 0.00

Maturity 09/15/2016 912828VW7 5,000,000.00 US Treasury Note0.875% Due 9/15/2016

100.000 5,000,000.00 0.00 5,000,000.00 0.00

Maturity 09/16/2016 89233GJG2 4,500,000.00 Toyota Motor Credit Discount CP0.35% Due 9/16/2016

99.984 4,500,000.00 0.00 4,500,000.00 0.00

Maturity 09/20/2016 74005HJL7 3,000,000.00 Praxair Discount CP0.38% Due 9/20/2016

99.980 3,000,000.00 0.00 3,000,000.00 0.00

Maturity 09/20/2016 74005HJL7 3,000,000.00 Praxair Discount CP0.38% Due 9/20/2016

99.980 3,000,000.00 0.00 3,000,000.00 0.00


100.000 50,000.00 0.00 50,000.00 0.00

Maturity 09/30/2016 912828LP3 17,665,000.00 US Treasury Note3% Due 9/30/2016

100.000 17,665,000.00 0.00 17,665,000.00 0.00

Maturity 09/30/2016 912828LP3 1,670,000.00 US Treasury Note3% Due 9/30/2016

100.000 1,670,000.00 0.00 1,670,000.00 0.00

Subtotal 38,230,000.00 38,230,000.00 0.00 38,230,000.00 0.00

TOTAL DISPOSITIONS 38,230,000.00 38,230,000.00 0.00 38,230,000.00 0.00

Page 2


Page 1

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 2

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.

125 Pacifica, Irvine, CA 92618 949/754-3400 FAX 949/754-3467 DATE: November 10, 2016 TO: Foothill/Eastern Transportation Corridor Agency Board of Directors FROM: Maria Fazio, Manager, Budget and Planning SUBJECT: 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, 2016. 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.

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.

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

Revenues:Net Toll Revenue 139,664 - 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 605 - 605 156 (449) 25.8% (6)

Total Revenues 192,612 - 192,612 49,299 (143,313) 25.6%


FootIill/Eastern Transportation Corridor AgencyBudget to Actual Revenues


Description

(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.


(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 vsOriginal & Amended Actual Balance Budget Amended Actuals

Description Budget Transfers Budget To Date Remaining Expended* Budget VarianceAdministration:

Nonoperating Administration 9,312 - 9,312 2,098 7,214 22.5% 2,328 230 Toll Operating Administration 8,343 - 8,343 2,238 6,105 26.8% 2,086 (152)

Total Administration 17,655 - 17,655 4,336 13,319 24.6% 4,414 78 (7)Planning, Environmental and Construction 53,720 - 53,720 272 53,448 0.5% 13,430 13,158 (8)Toll Operations:

Customer Service & Toll Compliance 9,976 - 9,976 2,187 7,789 21.9% 2,494 307 Toll Systems 2,156 - 2,156 383 1,773 17.8% 539 156 Toll Facilities 762 - 762 159 603 20.9% 191 32 Operations Equipment 1,990 - 1,990 414 1,576 20.8% 498 84

Total Toll Operations 14,884 - 14,884 3,143 11,741 21.1% 3,722 579 (9)Debt 112,770 - 112,770 28,193 84,577 25.0% 28,193 - (10)

Total Expenditures 199,029 - 199,029 35,944 163,085 18.1% 49,759 13,815


FootIill/Eastern Transportation Corridor AgencyBudget to Actual Expenditures


(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-to-date 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.


• 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.


• 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 2019.

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 2016. 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 2016.

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 2017.

• 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.


• 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%.




Administration:Regular Salaries & Temporary Help 4,663 - 4,663 1,136 3,527 24.4% 75.6%Board Compensation 89 - 89 11 78 12.4% 87.6%Benefits 1,765 - 1,765 414 1,351 23.5% 76.5%Employer Taxes 90 - 90 17 73 18.9% 81.1%Insurance 1,076 - 1,076 227 849 21.1% 78.9%Legal Expense 772 - 772 230 542 29.8% 70.2%Telephone/Comm 84 - 84 20 64 23.8% 76.2%Office Expense 328 - 328 82 246 25.0% 75.0%Educ, Seminar, Membership, Mtg 175 (3) 172 25 147 14.5% 85.5%Consulting & Other Services 1,432 3 1,435 231 1,204 16.1% 83.9%Marketing 710 - 710 93 617 13.1% 86.9%Publications & Subscriptions 6 - 6 1 5 16.7% 83.3%Rents & Leases 71 - 71 18 53 25.4% 74.6%Building Services 628 - 628 110 518 17.5% 82.5%Transportation & Travel 231 - 231 28 203 12.1% 87.9%Office Equipment 43 - 43 9 34 20.9% 79.1%Pacifica Fixed Assets 1,473 - 1,473 882 591 59.9% 40.1%

Subtotal Administration 13,636 - 13,636 3,534 10,102 25.9% 74.1%SR 241 Administration:

Administration 3,244 - 3,244 682 2,562 21.0% 79.0%Legal 775 - 775 120 655 15.5% 84.5%

Subtotal SR 241 Admin 4,019 - 4,019 802 3,217 20.0% 80.0%

Total Administration 17,655 - 17,655 4,336 13,319 24.6% (7) 75.4%Planning, Environmental and Construction:

SR 241:Design/Program Mgmt 3,320 - 3,320 - 3,320 0.0% 100.0%Design Special Studies & Other 2,403 - 2,403 55 2,348 2.3% 97.7%Design Contingency 220 - 220 - 220 0.0% 100.0%Design General Engineering Cost 625 - 625 15 610 2.4% 97.6%Environmental 12,913 - 12,913 57 12,856 0.4% 99.6%ROW Acquisitions, Appraisals & Other 11,089 - 11,089 - 11,089 0.0% 100.0%Construction Management & Other Constr 300 - 300 - 300 0.0% 100.0% Total SR 241 30,870 - 30,870 127 30,743 0.4% 99.6%

Capital Improvement Plan (CIP):Wildlife Safety Fencing 60 - 60 12 48 20.0% 80.0%SR241/91 Connector 13,770 (47) 13,723 23 13,700 0.2% 99.8%Toll Booth Removal 2,957 47 3,004 - 3,004 0.0% 100.0%Signage Improvements 2,988 - 2,988 44 2,944 1.5% 98.5%241 Widening-133 to Chapman (Loma Seg) 3 - 3 - 3 0.0% 100.0%

Total Capital Improvement Plan 19,778 - 19,778 79 19,699 0.4% 99.6%Other Planning, Environmental and Construction:

Environmental 910 - 910 61 849 6.7% 93.3%Design/Program Mgmt 973 - 973 - 973 0.0% 100.0%Design Special Studies & Other 460 - 460 5 455 1.1% 98.9%ROW Acquisitions, Appraisals & Other 329 - 329 - 329 0.0% 100.0%Other Construction FETC 400 - 400 - 400 0.0% 100.0%

Total Other Planning, Environ and Constr 3,072 - 3,072 66 3,006 2.1% 97.9%

Total Planning, Environmental and Construction 53,720 - 53,720 272 53,448 0.5% (8) 99.5%

Foothill/Eastern Transportation Corridor AgencyBudget to Actual Expenditures





Foothill/Eastern Transportation Corridor AgencyBudget to Actual Expenditures


Toll OperationsCustomer Service & Toll Compliance 9,976 - 9,976 2,187 7,789 21.9% 78.1%Toll Systems 2,156 - 2,156 383 1,773 17.8% 82.2%Toll Facilities 762 - 762 159 603 20.9% 79.1%

Subtotal Toll Operations 12,894 - 12,894 2,729 10,165 21.2% 78.8%Operations Equipment:

Transponder Equipment 1,772 - 1,772 379 1,393 21.4% 78.6%Toll Equipment 218 - 218 35 183 16.1% 83.9%

Total Equipment 1,990 - 1,990 414 1,576 20.8% 79.2%

Total Toll Operations 14,884 - 14,884 3,143 11,741 21.1% (9) 78.9%Debt Service 112,770 - 112,770 28,193 84,577 25.0% (10) 75.0%

Total Expenditures 199,029 - 199,029 35,944 163,085 18.1% 81.9%


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

JOINT TOLL OPERATIONS COMMITTEE TRANSMITTAL DATE: November 10, 2016 TO: Members of Board of Directors FROM: Samuel Johnson, Chief Toll Operations Officer SUBJECT: 2016J-056 Telecommunications Services Present: Craig Young (Chair), Scott Peotter (Vice-chair), Ross Chun, Bert Hack,

Chuck Puckett, Ed Sachs, Christina Shea, Todd Spitzer and Scott Voigts Absent: 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: Spitzer Second: Voigts Vote: Unanimous


DATE: November 10, 2016 TO: San Joaquin Hills Transportation Corridor Agency Board of Directors Foothill/Eastern Transportation Corridor Agency Board of Directors FROM: Jeff Bond, Director of Information Technology SUBJECT: 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.

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) K001128 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.

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

PROCUREMENT SUMMARY REPORT File No. 2016J-056 Contract #: K001128 Title: Telecommunications and Data Services Recommend Award To: Level 3 Communications, LLC Irvine, CA Procurement Process

Type: Request for Proposal Award Criteria: Best Value Negotiated Price: Not-to-Exceed $780,000 Contingency: $0.00 Vendor Sourcing: The Agencies’ Contracts Department posted RFP K001128 on the Agencies’ PlanetBids e-procurement system. Twenty-two firms expressed interest in this procurement and three firms submitted proposals. Award Results1:

CONSULTANT NAME RANK POINT TOTAL

EVALUATOR RANKING TOTAL 2

PRICE

Level 3 Communications • Subcontractor (None) 1 364 4 $780,000

Cox Communications • Subcontractor (None) 2 256 8 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.

Proposal Evaluation:

EVALUATION CRITERIA

Weighted Value

Max. Points Level 3 Communications Cox Communications Windstream Communications

Eval. 1

Eval. 2

Eval. 3

Eval. 4 Total Eval.

1 Eval.

2 Eval.

3 Eval.

4 Total Eval. 1

Eval. 2

Eval. 3

Eval. 4 Total

Professional capability, demonstrated competence, and specialized experience of the proposer, including references.

30 120 30 21 30 28.5 109.5 27 21 18 24 90 3 13.5 21 6 43.5

Experience of key service and support personnel

10 40 10 8.5 10 10 38.5 10 5 8 10 33 1 0 5 3 9

Proposer’s reliability and ability to meet project requirements according to service schedules.

30 120 30 24 30 30 114 15 24 16.5 19.5 75 1.5 15 15 6 37.5

Compensation Proposal 30 120 25.5 24 30 19.5 99 28.5 24 30 28.5 111 6 18 9 21 54

Total: 100 400 95.5 77.5 100 88 361 80.5 74 72.5 82 309 11.5 46.5 50 36 144 Proposal Ranking:

FIRM Evaluator 1 Evaluator 2 Evaluator 3 Evaluator 4 Evaluator Ranking Total

Level 3 Communications 1 1 1 1 4 Cox Communications 2 2 2 2 8 Windstream Communications 3 3 3 3 12

Note – The evaluation panel interviewed the top two ranked proposers.

Interview Evaluation:

EVALUATION CRITERIA

Weighted Value

Max. Points Level 3 Communications Cox Communications

Eval. 1

Eval. 2

Eval. 3

Eval. 4 Total Eval.

1 Eval.

2 Eval.

3 Eval.

4 Total

Professional capability, demonstrated competence, and specialized experience of the proposer, including references.

30 120 30 30 30 30 120 20 20 24 15 79

Experience of key service and support personnel

10 40 10 10 10 10 40 5 7 10 10 32

Proposer’s reliability and ability to meet project requirements according to service schedules.

30 120 26 30 30 25 111 15 10 20 20 65

Compensation Proposal 30 120 25 20 25 23 93 20 15 20 25 80

Total: 100 400 91 90 95 88 364 60 52 74 70 256 Interview Ranking:

FIRM Evaluator 1 Evaluator 2 Evaluator 3 Evaluator 4 Evaluator Ranking

Total Level 3 Communications 1 1 1 1 4

Cox Communications 2 2 2 2 8

Contract Notes: • The Agencies will reimburse Level 3 monthly on a per usage basis. Contract No. K001128

indicates the usage costs for telecommunications and data services. • Contract No. K001128 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.

COMMITTEE TRANSMITTAL DATE: November 10, 2016 TO: Members of Board of Directors FROM: David Lowe, Chief Engineer SUBJECT: 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: Todd Spitzer (Chair), Ed Sachs (Vice Chair), Lisa Bartlett, Chuck Puckett,

Christina Shea, Craig Young Absent: N/A Joint Capital Programs & Projects Committee Meeting, October 20, 2016 Present: Melody Carruth, Ross Chun, Joseph Muller, Mark Murphy, Christina Shea,

Scott Voigts Absent: 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.

125 Pacifica, Irvine, CA 92618 949/754-3400 FAX 949/754-3467 DATE: November 10, 2016 TO: Foothill/Eastern Transportation Corridor Agency Board of Directors FROM: Juliet Su, Corridor Manager - Design SUBJECT: 241/91 Express Connector Project Approval/Environmental Document (PA/ED)

Contract Amendment STAFF RECOMMENDATION: Foothill/Eastern Transportation Corridor Agency Recommendation: 1) Authorize the Chief Executive Officer (CEO) to execute Amendment No. 5 to Contract No.

K000628 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 $600,000.

2) Authorize the CEO to execute additional changes to this contract within five percent ($15,500) of the above requested authorization.

BACKGROUND: The Foothill/Eastern Transportation Corridor Agency (F/ETCA) is working with Caltrans, the Orange County Transportation Authority and the Riverside County Transportation Commission on a direct express connector (Express Connector) to and from the 241 Toll Road and the 91 Express Lanes. The project will construct a north-to-east and west-to-south, median-to-median tolled connector between the 241 and the 91 Express Lanes in the City of Anaheim. The new 241/91 Express Connector will provide direct access from the northbound 241 into the eastbound 91 Express Lanes and the reverse movement from the westbound 91 Express Lanes onto southbound 241. In January 2011, following a competitive procurement, the preliminary engineering work and environmental documentation for the 241/91 Express Connector was initiated through a contract with Michael Baker International (formerly RBF Consulting) to prepare the Project Approval/Environmental Document (PA/ED) for the project. The draft supplemental

241/91 Express Connector PA/ED Contract Amendment File No. 2016F-035 November 10, 2016 Page 2 of 4

environmental document was released for a 60-day public comment period on November 7, 2016, with a public hearing in an open house format scheduled on November 29, 2016. Approval of the final environmental document is anticipated in winter of 2017. An investment grade traffic and revenue (T&R) study is currently underway and a finance plan is being developed. Preliminary results of the T&R show that the project is financially feasible. DISCUSSION: The F/ETCA Board of Directors approved a contract for final engineering for the 241/91 Express Connector project at its October 2016 meeting. The final design is moving forward in parallel with completion and approval of the final environmental document and development of the finance plan. Concurrent final design allows the engineering team to evaluate several design features that can potentially reduce project costs, construction duration and risk, to determine a final construction cost. The construction cost is an important element of the finance plan. This approach is expected to shorten the overall project schedule by approximately one year. The proposed Amendment, No. 5, to the Michael Baker International contract consists of two areas of work. The first includes revisions and supplements to technical studies, and coordination with Caltrans and resource agency personnel required by Caltrans in order to complete the project approval and environmental document such as:

• Preparation of an errata memorandum to the Visual Impact Assessment (VIA) to address comments by Caltrans Headquarters on the visual impact section of the draft environmental document. Clarification was requested on the visual impact assessment for the project. These clarifications were required to be reflected in the previously approved VIA study and, therefore, required an errata to the VIA.

• Revisions to the Air Quality Report with analysis related to the current air quality model, updated in December of 2015.

• Biological and cultural surveys, a Supplemental Historic Property Survey Report, and a Supplemental Paleontological Identification and Evaluation Report to address an area of slope grading added to the project.

• Coordination with US Fish and Wildlife Services (USFWS), a subsequent Supplemental Natural Environmental Study to respond to USFWS request for analysis, and a memorandum to USFWS related to the Biological Opinion to address effects to and provide findings for the least Bell’s vireo and Santa Ana sucker. Though the project does not have improvements near habitat for these species, USFWS requested findings for these species.

• Preparation of a draft Relocation Impact Memorandum to document that our project does not have any private property impacts.


This first area of work will be covered under the available Board authorized contingency amount of $290,000. The second area of the proposed Amendment covers work needed for the continuing involvement of the environmental consultant for the final engineering phase including:

• Reviewing and coordinating with Caltrans during each review submittal of the final engineering design to evaluate any changes to the environmental documentation required.

• Performing biological and cultural resource surveys and evaluation for potential design features and innovations proposed by the final engineering consultant related to the value analysis for the project.

• Preparation of a categorical exemption/categorical exclusion and environmental commitments record in support of the field work required for final design, including geotechnical borings and hazardous materials sampling.

• Coordination with the final engineering consulting team. Staff is requesting authorization for this second area of work in the amount of $310,000 with a contingency in the amount of $15,500. In the event Caltrans selects the no-build alternative through the final environmental process, the consultant contract includes termination provisions to minimize additional costs. Following the completion of the final engineering, the environmental document and adopting a finance plan, a construction contract award will be recommended for approval by the Board. It is anticipated that a construction contract will be issued in July 2018; with construction completion anticipated in 2020. Review of this proposed amendment was presented at the Foothill/Eastern 241/91 Express Connector Ad Hoc Committee meeting held on September 15, 2016 and the Joint Capital Programs & Projects Committee meeting held on October 20, 2016. BUDGET: The funding amount of $615,500 is included in the Fiscal Year 2017 budget. Additional funding if necessary will be included for Board consideration in the Fiscal Year 2018 budget.


CONCLUSION: 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 2011. Work needed for the continuing involvement of the environmental consultant during the final engineering phase is included in the proposed Amendment 5.

PROCUREMENT SUMMARY REPORT File No. 2016F-035 Contract #: K000628 Amendment #: A5 Title: Preliminary Engineering and Environmental Consulting Services Consultant: Michael Baker International (Irvine, CA) Subconsultant: CH2M Hill, TranSystems/RMC, LSA, Overland Pacific And Cutler Procurement Process Type: Negotiated Amendment Award Criteria: Continuity of Service Price: Not-to-Exceed $310,000 Contingency: Not-to-Exceed $15,500 Notes: This Amendment authorizes the Consultant to continue preliminary engineering and environmental consulting services in support of the 241/91 Express Lanes Connector Project. Staff has analyzed and negotiated Consultant’s all-inclusive hourly rate price proposal to a fair and reasonable price. The labor rates remain unchanged. This Amendment includes the available Board authorized contingency amount of $290,000 authorized on the original contract amount on January 13, 2011 and subsequent authorization for Amendment Nos. 1 through 3 authorized January 10, 2013, December 12, 2013 and December 11, 2014. Contract No. K000628 Compensation:

F/ETCA DESCRIPTION Original NTE Amount $2,153,441 Previous Amendments $1,305,603 Interim Project Re-Scoping Current NTE Amount $3,459,044 Proposed Amendment No. 5 $ 600,000 Interim Project Re-Scoping Revised NTE Amount $3,763,189

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