HomeMy Public PortalAbout03 March 04, 2011 SR-91 Advisory AGENDA
State Route 91 Advisory Committee Meeting
Page 1 of 5
Committee Members
Bill Campbell, OCTA, Committee Chair
Karen Spiegel, RCTC, Committee Vice Chair
Jerry Amante, OCTA
Bob Buster, RCTC
Carolyn V. Cavecche, OCTA
Ed Graham, SANBAG, Ex-Officio
Berwin Hanna, RCTC
Bob Magee, RCTC
John Tavaglione, RCTC
Shawn Nelson, OCTA
Ron Roberts, RCTC, Alternate
Tom Tait, OCTA
Cindy Quon, Caltrans Dist. 12, Ex-Officio
Ray W. Wolfe, Caltrans Dist. 8, Ex-Officio
City of Corona - City Hall
City Council Chambers - First Floor
400 South Vicentia Avenue
Corona, California
Friday, March 4, 2011, at 1:30 p.m.
Note: different start time
Any person with a disability who requires a modification or accommodation in order to
participate in this meeting should contact the OCTA Clerk of the Board, telephone
(714) 560-5676, no less than two (2) business days prior to this meeting to enable
OCTA to make reasonable arrangements to assure accessibility to this meeting.
Agenda descriptions are intended to give members of the public a general summary of
items of business to be transacted or discussed. The posting of the recommended
actions does not indicate what action will be taken. The Committee may take any
action which it deems to be appropriate on the agenda item and is not limited in any
way by the notice of the recommended action.
All documents relative to the items referenced in this agenda are available for public
inspection at www.octa.net or through the Clerk of the Board’s office at the OCTA
Headquarters, 600 South Main Street, Orange, California.
Call to Order
Committee Chair Campbell
Pledge of Allegiance
Member Hanna
1. Public Comments
AGENDA
State Route 91 Advisory Committee Meeting
Page 2 of 5
Special Calendar
2. Introduction of New Committee Members
3. Election of New State Route 91 Advisory Committee Chair
4. Election of New State Route 91 Advisory Committee Vice Chair
Consent Calendar (Items 5 through 8)
All items on the Consent Calendar are to be approved in one motion unless a
Committee Member or a member of the public requests separate action or
discussion on a specific item.
5. Approval of Minutes
Of the August 27, 2010, State Route 91 Advisory Committee meeting.
6. Proposed State Route 91 Advisory Committee Meeting Calendar for the
Year 2011
Laurena Weinert, Assistant Clerk of the Board, Orange County Transportation
Authority
Overview
Presented is the proposed State Route 91 Advisory Committee meeting calendar
for 2011, depicting the meeting dates for the year, which will be coordinated with
the Riverside Orange Corridor Authority meeting dates.
Recommendation
Adopt the State Route 91 Advisory Committee meeting calendar for the year
2011.
7. 91 Express Lanes Monthly Status Reports
Kirk Avila, General Manager of the 91 Express Lanes, Orange County
Transportation Authority
Overview
The 91 Express Lanes status reports for the months of August 2010 through
January 2011 have been prepared for State Route 91 Advisory Committee
review. The reports highlight operational and financial activities.
AGENDA
State Route 91 Advisory Committee Meeting
Page 3 of 5
7. (Continued)
Recommendation
Receive and file the 91 Express Lanes Monthly Status Reports for the months of
August 2010 through January 2011.
8. Fiscal Year 2009-10 91 Express Lanes Annual Financial Statements
Kirk Avila, General Manager of the 91 Express Lanes, Orange County
Transportation Authority
Overview
Mayer Hoffman McCann P.C., an independent accounting firm, has completed
its annual audit of the 91 Express Lanes financial statements for fiscal year
2009-10 and has issued its independent auditor’s opinion. A copy of the audited
financial statements is attached for the State Route 91 Advisory Committee
review.
Recommendation
Receive and file the fiscal year 2009 -10 91 Express Lanes Annual Financial
Statement.
Regular Calendar
9. 91 Express Lanes Debt
Kirk Avila, General Manager of the 91 Express Lanes, Orange County
Transportation Authority
Overview
In December 2008, the Orange County Transportation Authority (OCTA)
privately placed $100 million in Series B two-year, fixed-rate mode bonds for the
91 Express Lanes with the Orange County Investment Pool (OCIP). The
$100 million private placement was subject to a mandatory tender on
December 18, 2010.
AGENDA
State Route 91 Advisory Committee Meeting
Page 4 of 5
9. (Continued)
Over the past several months, staff evaluated various alternatives related to the
remarketing of the 91 Express Lanes Series B debt and the outstandin g interest
rate swaps. On October 25, 2010, the Board of Directors (Board) approved
another private placement transaction with OCIP and on December 13, 2010,
the Board approved the final terms and financing documents for the deal. The
transaction has a fixed interest rate of 1.55 percent and a final mandatory tender
date of August 15, 2013. The transaction closed on December 20, 2010. The
two most recent agenda items on the debt restructuring are attached.
Recommendation
Receive and file the 91 Express Lanes Debt item dated October 15, 2010, to the
Finance and Administration Committee and the 91 Express Lanes Financing
Documents item dated November 22, 2010, to the Finance and Administration
Committee.
10. Project Allocation Recommendation for Federal Grant Funds Available for
Use in the State Route 91 Corridor
Tamara S. Warren, Project Manager of Corridor Studies, Orange County
Transportation Authority
Cathy Bechtel, Project Development Director, Riverside County Transportation
Commission
Overview
As part of the Safe, Accountable, Flexible, Efficient Transportation Equity Act: A
Legacy for Users, $15.8 million was allocated to study alternatives to improve
mobility between Orange and Riverside counties. This grant allowed for
expenditure of the funds in the Riverside Freeway (State Route 91) corridor,
which included a study of the Irvine Corona Expressway tunnel project. With
completion of the Irvine Corona Expressway study, allocation of the remaining
funds was delegated to the State Route 91 Advisory Committee. There is
approximately $8.3 million of the grant remaining. It is recommended that the
remaining funds be used to support the final design and right -of-way acquisition
phases for the Riverside Freeway (State Route 91)/Corona Expressway
(State Route 71) Connector Project and work on the Riverside Freeway
(State Route 91)/Foothill Transportation Corridor (State Route 241) Express
Lanes Connector Project Studies.
AGENDA
State Route 91 Advisory Committee Meeting
Page 5 of 5
10. (Continued)
Recommendations
A. Approve programming $5.85 million in Safe, Accountable, Flexible,
Efficient Transportation Equity Act: A Legacy for Users federal funds on
the Riverside Freeway (State Route 91)/Corona Expressway
(State Route 71) Connector Project.
B. Approve programming the remainder of the grant (approximately
$2.45 million) in Safe, Accountable, Flexible, Efficient Transportation
Equity Act: A Legacy for Users federal funds on the Foothill
Transportation Corridor (State Route 241)/91 Express Lanes Connector
Project Studies.
Discussion Items
11. Riverside Freeway (State Route 91) Capital Projects Update
Pradeep Gunaratne, Program Manager, Orange County Transportation Authority
Staff is presenting a PowerPoint to provide an update on State Route 91 capital
projects in Orange County.
12. State Route 91 Corridor Improvement Project Update
Michael Blomquist, Toll Program Director, Riverside County Transportation
Commission
Michael Blomquist, Toll Program Director, Riverside County Transportation
Commission, will provide an update for the Riverside Freeway (State Route 91)
Corridor Improvement Project.
13. General Manager’s Report
14. Committee Members' Reports
15. Adjournment
The next regularly scheduled meeting of this Committee will be discussed under
Item 6.
MINUTES
State Route 91 Advisory Committee Meeting
August 27, 2010 Page 1 of 5
Committee Members Present
Bill Campbell, OCTA, Committee Chairman
Karen Spiegel, RCTC, Committee Vice Chair
Bob Buster, RCTC
Carolyn V. Cavecche, OCTA
Bob Magee, RCTC
Malcolm Miller, RCTC
Curt Pringle, OCTA
Cindy Quon, Caltrans District 12
Staff Present
Will Kempton, OCTA, Chief Executive Officer
John Standiford for
Anne Mayer, RCTC, Executive Director
Kirk Avila, General Manager, 91 Express Lanes
Laurena Weinert, OCTA, Assistant Clerk of the Board
Mary K. Burton, OCTA, Deputy Clerk of the Board
Kennard R. Smart, Jr., OCTA, General Counsel
Steve DeBaun, RCTC, Legal Counsel
OCTA and RCTC staff and General Public
Committee Members Absent
Jerry Amante, OCTA
Arthur C. Brown, OCTA
Ron Roberts, RCTC, Alternate
John Tavaglione, RCTC
Ray W. Wolfe, Caltrans District 8
Call to Order
The August 27, 2010, regular meeting of the State Route 91 Advisory Committee was
called to order by Committee Chairman Campbell at 9:05 a.m.
Pledge of Allegiance
Member Miller led in the Pledge of Allegiance.
1. Public Comments
Public comment was heard by:
Dr. Clyde T. Williams, resident of Los Angeles (LA), commented that LA County
is using the proposed Irvine Corona Expressway tunnel as a demo on how to
address financing for a potential LA County State Route (SR) 710 north
extension tunnel. He provided a handout to the Members and reported that he
has experience designing and building tunnels.
Committee Chairman Campbell asked Dr. Williams about his tunnel experience.
Dr. Williams commented that he worked in construction management with
LA Rapid Transit District on the Red Line Phase 1.
Special Calendar
There were no Special Calendar matters.
MINUTES
State Route 91 Advisory Committee Meeting
August 27, 2010 Page 2 of 5
Consent Calendar (Items 2 and 3)
2. Approval of Minutes
A motion was made by Member Pringle, seconded by Committee Vic e Chair
Spiegel, and declared passed by those present, to approve minutes of the
June 4, 2010, meeting.
3. 91 Express Lanes Monthly Status Reports
A motion was made by Member Pringle, seconded by Committee Vice Chair,
and declared passed by those present, to receive and file the 91 Express Lanes
Monthly Status Reports for the months of May 2010 through July 2010.
Regular Calendar
There are no Regular Calendar matters.
Discussion Items
4. 91 Express Lanes and Foothill Transportation Corridor (State Route 241)
Traffic and Revenue Study Update
Kurt Brotcke, OCTA, Director of Strategic Planning, provided opening comments
and introduced Steve Abendschein, representing Stantec, who presented the
preliminary findings of the 91 Express Lanes and SR- 241 tollroad traffic and
revenue study.
At the request of Committee Chairman Campbell, Mr. Abendschein presented
the 91 Express Lanes/SR-241 traffic simulation videos under Item 7 - General
Managers’ Report.
Member Pringle asked about the SR-71 connector option construction costs and
toll revenue potential. Mr. Abendschein responded that the SR-71 construction
costs estimates were not part of their scope. However, the potential revenue was
reviewed and $60 to $100 million in tolls could be generated at the connector.
Member Pringle commented that it would be helpful to review the SR-71
construction costs in order to determine the financial feasibility.
Member Buster asked about the peak traffic today versus what was studied.
Mr. Abendschein commented that different scenarios are being reviewed. One
scenario is to extend the area between the 91 Express Lanes and
High Occupancy Vehicle lanes in Riverside County from 2000 to 8000 feet in
order to mitigate some of the traffic operational issues.
MINUTES
State Route 91 Advisory Committee Meeting
August 27, 2010 Page 3 of 5
4. (Continued)
Member Buster requested that the Riverside County Transportation Commission
(RCTC) staff update San Bernardino on this traffic and revenue study.
Committee Chairman Campbell inquired if the 91 Express Lanes lost revenues
have been reviewed for commuters using the SR-241 versus connecting to the
SR-55/57. Mr. Abendschein responded that the impact was reviewed and found
that it was difficult to track the SR-55/57 areas since there was not significant
congestion and not a good baseline.
Mr. Brotcke commented that the next step is an environmental document and the
Transportation Corridor Agencies (TCA) has expressed an interest in leading the
effort. In addition, the purpose of this study was to determine if the toll revenues
could fund a standalone project.
Committee Chairman Campbell asked if this project would impact RCTC’s
design and construction projects on the 91 corridor. John Standiford, RCTC,
Deputy Executive Director, commented that RCTC, OCTA , and TCA have been
communicating about potential impacts.
5. State Route 91 Corridor Projects Update
Tom Bogard, OCTA, Director of Highway Programs, presented an update on the
SR-91 corridor projects and project schedules.
Committee Chairman Campbell referenced Item 4 and requested that the
Stantec update be presented to the TCA Board.
Public comment was heard by:
Dr. Clyde T. Williams, resident of LA, commented that the financing of Items 4
and 5 are being observed, and there are concerns about the transit component
of the 91 corridor.
Committee Chairman Campbell requested that OCTA staff provide Dr. Williams
a copy of the 91 corridor study, which includes the transit component.
MINUTES
State Route 91 Advisory Committee Meeting
August 27, 2010 Page 4 of 5
6. 91 Express Lanes New Website Demo
Ryan Armstrong, OCTA, Senior Web Developer, provided an update and a video
demonstration of 91 Express Lanes new website, which was prompted by
comments from the 91 Express Lanes customer satisfaction 2009 survey. The
redesigned website will launch in late September 2010.
Member Buster asked about the number of website users. Mr. Armstrong
commented approximately 150,000 a month for calendar 2010.
Will Kempton, OCTA, Chief Executive Officer, commented that Mr. Armstrong and
OCTA’s External Affairs staff have done an excellent job of updating the website
and social media capabilities.
7. General Managers’ Report
Kirk Avila, General Manager of the 91 Express Lanes, reported:
July 2010 91 Express Lanes traffic had a slight decline and revenues were
down 2.6 percent compared to July 2009.
August 2010 91 Express Lanes traffic increased 3 percent, and revenues
increased 2.5 percent compared to August 2009.
The 91 Express Lanes debt private placement with the Orange County
Treasurer’s office matures in December 2010. Staf f is evaluating alternatives
which will be presented to OCTA’s Finance and Administration Committee.
At the next State Route 91 Advisory Committee , the restructuring of the debt
will be presented.
Committee Chairman Campbell commented that the July 2010 traffic and
revenue decrease was due to with the Fourth of July Holiday.
8. Committee Members’ Reports
There were no Committee Member's reports.
9. Closed Session
A Closed Session was not conducted at this meeting.
MINUTES
State Route 91 Advisory Committee Meeting
August 27, 2010 Page 5 of 5
10. Adjournment
The meeting adjourned at 9:55 a.m. The next regularly scheduled meeting of this
Committee will be held at 9:00 a.m. on Friday, October 22, 2010, at the
City of Corona - City Hall, Council Chambers – First Floor, 400 South Vicentia,
Corona, California.
ATTEST
Laurena Weinert
Assistant Clerk of the Board
Bill Campbell
Committee Chairman
ORANGE COUNTY TRANSPORTATION AUTHORITY
Proposed State Route 91 Advisory Committee Meeting
Calendar for the Year 2011
Staff Report
March 4, 2011
To: State Route 91 Advisory Committee
From: Will Kempton, Chief Executive Officer, Orange County
Transportation Authority
Anne Mayer, Executive Director, Riverside County Transportation
Commission
Subject: Proposed State Route 91 Advisory Committee Meeting Calendar
for the Year 2011
Overview
Presented is the proposed State Route 91 Advisory Com mittee meeting
calendar for 2011, depicting the committee meeting dates for the year, which
will coincide with the Riverside Orange Corridor Authority 2011 meeting dates.
Recommendation
Adopt the State Route 91 Advisory Committee meeting calendar for the year
2011.
Discussion
The 2011 State Route 91 Advisory Committee calendar has been prepared by
the Orange County Transportation Authority Assistant Clerk of the Board with
input from the Committee Chair and is presented for approval and adoption.
The proposed calendar takes into consideration various agencies’ calendars,
events, and conferences. A listing of those dates is provided as Attachment A.
The proposed 2011 calendar schedule is provided as Attachment B.
Summary
Approval is requested for the State Route 91 Advisory Committee meeting
calendar, which sets dates for the year of 2011.
Proposed State Route 91 Advisory Committee Meeting Calendar
for the Year 2011
Page 2
Attachments
A. Pertinent Agencies’ 2011 Event and Conference Schedules
B. 2011 Meeting Calendar for the State Route 91 Advisory Committee
Prepared by: Approved by:
Laurena Weinert Wendy Knowles
Assistant Clerk of the Board Clerk of the Board
(714) 560-5443 (714) 560-5676
ORANGE COUNTY TRANSPORTATION AUTHORITY
Proposed State Route 91 Advisory Committee Meeting
Calendar for the Year 2011
Attachment A
ATTACHMENT A
PERTINENT AGENCIES’ 2011
EVENT AND CONFERENCE SCHEDULES
The following dates were considered in preparation of the proposed 2011
State Route 91 Advisory Committee meeting calendar:
League of California Cities’ Annual Conference
(September 21 - 23, 2011)
League of California Cities’ Legislative Action Days and Advanced Leadership
Workshops
(May 18 - 20, 2011)
National League of Cities Congressional City Conference
(March 12 - 16, 2011)
Orange County Board of Supervisors’ Board Meetings Schedule
Orange County Leaders’ Prayer Breakfast (TBD in May 2011)
Orange County Transportation Authority Board Meetings
(2nd and 4th Monday each month)
Riverside County Transportation Commission
Commission Meetings (2nd Wednesday each month)
South Coast Air Quality Management District
Governing Board Meetings (1st Friday each month)
Mobile Source Committee (3rd Friday each month)
Southern California Association of Governments
Executive Committee, Administration Committee, Policy Committees
and Regional Council meetings (1st Thursday each month)
Southern California Regional Rail Authority (Metrolink)
Board Meetings (2nd Friday each month)
Committee Meetings (4th Friday each month)
ORANGE COUNTY TRANSPORTATION AUTHORITY
Proposed State Route 91 Advisory Committee Meeting
Calendar for the Year 2011
Attachment B
ATTACHMENT B
2011 MEETING CALENDAR
STATE ROUTE 91 ADVISORY COMMITTEE
DATE
TIME
LOCATION
March 4, 2011
(1st Friday)
1:30 p.m.
(Note: For
this meeting,
different start
time.)
City of Corona – City Hall
City Council Chambers - First Floor
400 South Vicentia Avenue
Corona, California
May 13, 2011
(2nd Friday)
9:00 a.m.
Orange County Transportation Authority - Headquarters
Board Room – First Floor
600 South Main Street
Orange, California
August 5, 2011
(1st Friday)
9:00 a.m.
City of Corona – City Hall
City Council Chambers - First Floor
400 South Vicentia Avenue
Corona, California
December 16, 2011
(3rd Friday)
9:00 a.m.
Orange County Transportation Authority - Headquarters
Board Room – First Floor
600 South Main Street
Orange, California
ORANGE COUNTY TRANSPORTATION AUTHORITY
91 Express Lanes Monthly Status Reports
Staff Report
Orange County Transportation Authority
550 South Main Street / P.O. Box 14184 / Orange / California 92863-1584 / (714) 560-OCTA (6282)
March 4, 2011
To: State Route 91 Advisory Committee
From: Kirk Avila, General Manager, 91 Express Lanes
Subject: 91 Express Lanes Monthly Status Reports
Overview
The 91 Express Lanes status reports for the months of August 2010 through
January 2011 have been prepared for State Route 91 Advisory Committee
review. The reports highlight operational and financial activities.
Recommendation
Receive and file the 91 Express Lanes Monthly Status Reports for the months
of August 2010 through January 2011.
Background
Monthly status reports are prepared to document 91 Express Lanes activity and
are provided for State Route 91 Advisory Committee review.
Discussion
The August 2010 status report for the 91 Express Lanes is provided in
Attachment A. In August 2010, traffic volume in the 91 Express Lanes
increased 3.7 percent over the same period in 2009 and gross potential toll
revenue increased by 5 percent as compared to the prior year.
The September 2010 status report is provided in Attachment B. In
September 2010, traffic volume increased by 1.3 percent over the same period
in 2009 with gross potential toll revenue increasing by 1.5 percent.
The October 2010 status report for the 91 Express Lanes is provided in
Attachment C. As compared to the same period last year, in October 2010
traffic volume and gross potential toll revenue decreased by 0.2 percent and
0.8 percent, respectively.
91 Express Lanes Monthly Status Reports Page 2
The November 2010 status report is provided in Attachment D. In
November 2010, traffic volume and gross potential toll revenue increased by
4.6 percent and 5.3 percent, respectively, as compared to the prior year.
The December 2010 status report is provided in Attachment E. In
December 2010, traffic volume and gross potential toll revenue decreased by
1.3 percent and 2 percent, respectively, as compared to the same period last
year.
The January 2011 status report is provided in Attachment F. As compared to
the prior year, traffic volume decreased by 4.2 percent while gross potential toll
revenue decreased by 5.6 percent.
Fiscal year 2010-11 year-to-date (YTD) traffic volume as of the end of
January 2011 was up, increasing by 0.5 percent with YTD potential toll revenue
up 0.1 percent.
Staff will continue to closely monitor traffic and revenue data and report back to
the State Route 91 Advisory Committee regularly.
Summary
The 91 Express Lanes status report for the months of August 2010 through
January 2011 are provided for review. The report highlights operational and
financial activities.
Attachments
A. 91 Express Lanes Status Report – As of August 31, 2010
B. 91 Express Lanes Status Report – As of September 30, 2010
C. 91 Express Lanes Status Report – As of October 31, 2010
D. 91 Express Lanes Status Report – As of November 30, 2010
E. 91 Express Lanes Status Report – As of December 31, 2010
F. 91 Express Lanes Status Report – As of January 31, 2011
ORANGE COUNTY TRANSPORTATION AUTHORITY
91 Express Lanes Monthly Status Reports
Attachment A
ATTACHMENT A
Orange County Transportation Authority
SSttaattuuss RReeppoorrtt
AAuugguusstt 22001100
As of August 31, 2010
2
. . . . . . . . .
Operations Overview
Traffic and Revenue Statistics
Total traffic volume on the 91 Express Lanes for August 2010 was 1,086,328. This represents a
daily average of 35,043. This is a 3.7% increase in total traffic volume from the same period last
year when traffic levels totaled 1,047,994. Potential toll revenue for the month was $3,181,035
which represents an increase of 5.0% from the prior year’s total of $3,029,108. Carpool
percentage for the month was 24.2% as compared to the previous year’s rate of 24.5%. Average
revenue per trip is $2.93 or 3.6% lower than projected by Stantec.
Month-to-date traffic and revenue data are summarized in the table below. The following trip and
revenue statistics tables represent all trips taken on the 91 Express Lanes and associated
potential revenue for the month of August 2010.
Current Month-to-Date (MTD) as of August 31, 2010
(FY 2010 data is for the corresponding month in that fiscal year)
Trips
Aug-10
MTD
Actual
Stantec
MTD
Projected
#
Variance
%
Variance
Aug-09
MTD
Actual
Yr-to-Yr
%
Variance
Full Toll Lanes 823,210 947,943 (124,733)(13.2%)791,498 4.0%
3+ Lanes 263,118 273,186 (10,068)(3.7%)256,496 2.6%
Total Gross Trips 1,086,328 1,221,129 (134,801)(11.0%)1,047,994 3.7%
Revenue
Full Toll Lanes $3,092,461 $3,608,629 ($516,168)(14.3%)$2,950,074 4.8%
3+ Lanes $88,574 $99,990 ($11,417)(11.4%)$79,035 12.1%
Total Gross Revenue $3,181,035 $3,708,620 ($527,585)(14.2%)$3,029,108 5.0%
Average Revenue per Trip
Average Full Toll Lanes $3.76 $3.81 ($0.05)(1.3%)$3.73 0.8%
Average 3+ Lanes $0.34 $0.37 ($0.03)(8.1%)$0.31 9.7%
Average Gross Revenue $2.93 $3.04 ($0.11)(3.6%)$2.89 1.4%
3
. . . . . . . . .
The 2011 fiscal year-to-date (YTD) traffic volume is 1.7% higher than the same period last year.
The 2011 fiscal year-to-date revenue is 1.1% higher than for the same period last year. Year-to-
date average revenue per-trip is $2.90 or 4.0% lower than projected by Stantec.
Fiscal year-to-date traffic and revenue data are summarized in the table below. The following trip
and revenue statistics tables represent all trips taken on the 91 Express Lanes and associated
potential revenue for the months of July 2010 through August 2010.
Fiscal Year (FY) 2011 to Date as of August 31, 2010
(FY 2011 data is for the period July 1, 2010 through August 31, 2010; FY 2010 data is for the corresponding period in that fiscal year.)
Trips
FY 2011
YTD
Actual
Stantec
YTD
Projected
#
Variance
%
Variance
FY 2010
YTD
Actual
Yr-to-Yr
%
Variance
Full Toll Lanes 1,631,347 1,837,371 (206,024)(11.2%)1,616,294 0.9%
3+ Lanes 550,311 545,772 4,539 0.8%528,970 4.0%
Total Gross Trips 2,181,658 2,383,143 (201,485)(8.5%)2,145,264 1.7%
Revenue
Full Toll Lanes $6,146,855 $7,006,592 ($859,737)(12.3%)$6,096,169 0.8%
3+ Lanes $182,424 $195,734 ($13,311)(6.8%)$166,798 9.4%
Total Gross Revenue $6,329,278 $7,202,326 ($873,048)(12.1%)$6,262,967 1.1%
Average Revenue per Trip
Average Full Toll Lanes $3.77 $3.81 ($0.04)(1.0%)$3.77 0.0%
Average 3+ Lanes $0.33 $0.36 ($0.03)(8.3%)$0.32 3.1%
Average Gross Revenue $2.90 $3.02 ($0.12)(4.0%)$2.92 (0.7%)
4
. . . . . . . . .
Traffic and Revenue Summary
The chart below reflects the total trips breakdown between Full Toll trips and HOV3+ trips for
Fiscal Year 2011 on a monthly basis.
The chart below reflects the gross potential revenue breakdown between Full Toll trips and
HOV3+ trips for Fiscal Year 2011 on a monthly basis.
808,137 823,210
287,193 263,118
175,000
350,000
525,000
700,000
875,000
1,050,000
1,225,000
1,400,000
Jul-10 Aug -10 Sep -10 Oct-10 Nov -10 Dec -10 Jan -11 Feb-11 Mar-11 Apr-11 May -11 Jun -11
Vo
l
u
m
e
Month
Fiscal Year 2011 Traffic Volume Overview
3+ Lanes Full Toll Lanes
3,054,393 3,092,461
93,850
88,574
$2,500,000
$2,650,000
$2,800,000
$2,950,000
$3,100,000
$3,250,000
Jul-10 Aug -10 Sep -10 Oct-10 Nov -10 Dec-10 Jan -11 Feb-11 Mar-11 Apr-11 May-11 Jun -11
Re
v
e
n
u
e
Month
Fiscal Year 2011 Revenue Summary
Full Toll Lanes 3+ Lanes
5
. . . . . . . . .
Peak traffic hour in the eastbound direction reached or exceeded 90% or more of defined
capacity once during the month of August 2010. As demonstrated on the next chart, westbound
peak hour traffic volumes top out at 70% of defined capacity.
EASTBOUND PEAK-HOUR VOLUMES
PM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
1400 - 1500 $4.10 290 1,592 47%$4.10 294 1,777 52%$4.10 320 1,832 54%$4.20 340 1,964 58%$3.60 457 2,608 77%
1500 - 1600 $4.40 520 2,505 74%$3.70 563 2,791 82%$4.95 572 2,677 79%$5.95 527 2,823 83%$10.25 615 2,679 79%
1600 - 1700 $5.55 532 2,750 81%$7.80 541 2,741 81%$8.30 562 2,880 85%$9.95 560 2,842 84%$9.35 543 2,615 77%
1700 - 1800 $5.35 499 2,758 81%$7.25 581 2,845 84%$8.50 565 2,785 82%$9.80 575 2,744 81%$8.00 534 2,653 78%
1800 - 1900 $4.40 472 2,292 67%$4.10 543 2,776 82%$3.60 538 2,814 83%$4.90 580 2,805 83%$5.30 516 2,331 69%
1900 - 2000 $3.10 290 1,265 37%$3.10 362 1,734 51%$3.10 402 2,170 64%$4.50 432 1,872 55%$4.95 443 1,623 48%
PM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
1400 - 1500 $4.10 286 1,627 48%$4.10 346 2,025 60%$4.10 266 1,824 54%$4.20 330 2,017 59%$3.60 433 2,817 83%
1500 - 1600 $4.40 373 1,605 47%$3.70 609 3,012 89%$4.95 513 2,599 76%$5.95 516 2,860 84%$10.25 573 2,875 85%
1600 - 1700 $5.55 473 2,381 70%$7.80 571 2,842 84%$8.30 541 2,908 86%$9.95 519 2,879 85%$9.35 518 2,774 82%
1700 - 1800 $5.35 608 3,210 94%$7.25 539 2,918 86%$8.50 514 2,764 81%$9.80 480 2,824 83%$8.00 491 2,949 87%
1800 - 1900 $4.40 503 2,431 72%$4.10 514 2,688 79%$3.60 500 2,706 80%$4.90 484 2,773 82%$5.30 476 2,566 75%
1900 - 2000 $3.10 361 1,405 41%$3.10 344 1,776 52%$3.10 345 1,661 49%$4.50 374 1,905 56%$4.95 423 1,831 54%
PM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
1400 - 1500 $4.10 265 1,703 50%$4.10 277 1,807 53%$4.10 281 1,899 56%$4.20 305 2,060 61%$3.60 411 2,812 83%
1500 - 1600 $4.40 453 2,634 77%$3.70 423 2,694 79%$4.95 462 2,404 71%$5.95 509 2,841 84%$10.25 559 2,778 82%
1600 - 1700 $5.55 483 2,764 81%$7.80 457 2,978 88%$8.30 566 3,027 89%$9.95 532 2,926 86%$9.35 512 2,852 84%
1700 - 1800 $5.35 469 2,700 79%$7.25 470 2,801 82%$8.50 460 2,757 81%$9.80 510 2,914 86%$8.00 413 2,546 75%
1800 - 1900 $4.40 485 2,374 70%$4.10 497 2,602 77%$3.60 473 2,694 79%$4.90 508 2,727 80%$5.30 429 2,248 66%
1900 - 2000 $3.10 278 1,261 37%$3.10 293 1,519 45%$3.10 324 1,562 46%$4.50 322 1,730 51%$4.95 401 1,853 55%
PM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
1400 - 1500 $4.10 253 1,664 49%$4.10 273 1,760 52%$4.10 286 1,938 57%$4.20 299 2,050 60%$3.60 411 2,769 81%
1500 - 1600 $4.40 460 2,476 73%$3.70 475 2,646 78%$4.95 527 2,790 82%$5.95 502 2,821 83%$10.25 549 2,968 87%
1600 - 1700 $5.55 471 2,793 82%$7.80 506 2,878 85%$8.30 528 2,913 86%$9.95 544 2,980 88%$9.35 484 2,805 83%
1700 - 1800 $5.35 432 2,741 81%$7.25 498 2,800 82%$8.50 503 2,912 86%$9.80 514 2,857 84%$8.00 455 2,745 81%
1800 - 1900 $4.40 459 2,320 68%$4.10 430 2,680 79%$3.60 505 2,943 87%$4.90 501 2,624 77%$5.30 432 2,326 68%
1900 - 2000 $3.10 251 1,282 38%$3.10 341 1,632 48%$3.10 309 1,653 49%$4.50 342 1,782 52%$4.95 398 1,724 51%
PM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
1400 - 1500 $4.10 259 1,605 47%$4.10 261 1,770 52%
1500 - 1600 $4.40 460 2,543 75%$3.70 516 2,805 83%
1600 - 1700 $5.55 478 2,851 84%$7.80 461 2,856 84%
1700 - 1800 $5.35 475 2,895 85%$7.25 485 2,790 82%
1800 - 1900 $4.40 459 2,530 74%$4.10 501 2,989 88%
1900 - 2000 $3.10 277 1,484 44%$3.10 306 1,852 54%
Friday 09/03/10Wednesday 09/01/10 Thursday 09/02/10Monday 08/30/10 Tuesday 08/31/10
Monday Tuesday Wednesday Thursday 08/06/1008/02/10 08/03/10 08/04/10 08/05/10 Friday
08/13/1008/09/10 08/10/10 08/11/10 08/12/10 FridayMonday Tuesday Wednesday Thursday
08/20/1008/16/10 08/17/10 08/18/10 08/19/10 FridayMonday Tuesday Wednesday Thursday
08/27/1008/23/10 08/24/10 08/25/10 08/26/10 Friday Monday Tuesday Wednesday Thursday
6
. . . . . . . . .
WESTBOUND PEAK-HOUR VOLUMES
AM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
0400 - 0500 $2.40 209 507 15%$2.40 220 509 15%$2.40 207 472 14%$2.40 219 502 15%$2.40 192 437 13%
0500 - 0600 $3.95 488 1,551 46%$3.95 514 1,615 48%$3.95 468 1,515 45%$3.95 478 1,475 43%$3.80 439 1,374 40%
0600 - 0700 $4.10 461 2,088 61%$4.10 511 2,155 63%$4.10 531 2,198 65%$4.10 527 2,279 67%$3.95 464 1,883 55%
0700 - 0800 $4.55 388 1,993 59%$4.55 420 2,124 62%$4.55 413 2,093 62%$4.55 407 2,018 59%$4.40 370 1,574 46%
0800 - 0900 $4.10 260 1,509 44%$4.10 327 1,858 55%$4.10 296 1,745 51%$4.10 288 1,419 42%$3.95 275 1,347 40%
0900 - 1000 $3.25 266 1,179 35%$3.25 293 1,474 43%$3.25 270 1,274 37%$3.25 283 1,342 39%$3.25 270 1,132 33%
AM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
0400 - 0500 $2.40 205 479 14%$2.40 220 477 14%$2.40 228 472 14%$2.40 225 486 14%$2.40 190 414 12%
0500 - 0600 $3.95 478 1,563 46%$3.95 456 1,323 39%$3.95 509 1,516 45%$3.95 517 1,594 47%$3.80 434 1,454 43%
0600 - 0700 $4.10 464 1,935 57%$4.10 517 2,207 65%$4.10 493 2,183 64%$4.10 487 2,186 64%$3.95 419 1,867 55%
0700 - 0800 $4.55 420 2,115 62%$4.55 425 2,172 64%$4.55 366 1,982 58%$4.55 379 2,064 61%$4.40 341 1,663 49%
0800 - 0900 $4.10 267 1,656 49%$4.10 251 1,527 45%$4.10 222 1,426 42%$4.10 238 1,591 47%$3.95 229 1,493 44%
0900 - 1000 $3.25 288 1,249 37%$3.25 321 1,534 45%$3.25 201 1,247 37%$3.25 231 1,342 39%$3.25 226 1,162 34%
AM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
0400 - 0500 $2.40 211 516 15%$2.40 217 442 13%$2.40 217 461 14%$2.40 217 511 15%$2.40 178 452 13%
0500 - 0600 $3.95 510 1,568 46%$3.95 496 1,525 45%$3.95 514 1,578 46%$3.95 493 1,617 48%$3.80 439 1,401 41%
0600 - 0700 $4.10 483 2,155 63%$4.10 480 2,187 64%$4.10 493 2,168 64%$4.10 514 2,252 66%$3.95 393 1,887 56%
0700 - 0800 $4.55 354 2,074 61%$4.55 407 2,257 66%$4.55 379 2,169 64%$4.55 367 1,966 58%$4.40 355 1,910 56%
0800 - 0900 $4.10 223 1,457 43%$4.10 261 1,860 55%$4.10 253 1,592 47%$4.10 245 1,826 54%$3.95 275 1,547 46%
0900 - 1000 $3.25 200 1,474 43%$3.25 231 1,389 41%$3.25 204 1,340 39%$3.25 230 1,476 43%$3.25 224 1,293 38%
AM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
0400 - 0500 $2.40 208 499 15%$2.40 229 481 14%$2.40 233 518 15%$2.40 231 510 15%$2.40 190 467 14%
0500 - 0600 $3.95 480 1,586 47%$3.95 479 1,520 45%$3.95 484 1,581 47%$3.95 502 1,607 47%$3.80 461 1,462 43%
0600 - 0700 $4.10 472 2,146 63%$4.10 419 1,707 50%$4.10 370 1,396 41%$4.10 517 2,201 65%$3.95 436 2,021 59%
0700 - 0800 $4.55 354 2,073 61%$4.55 417 2,221 65%$4.55 428 2,155 63%$4.55 399 2,262 67%$4.40 341 1,859 55%
0800 - 0900 $4.10 243 1,866 55%$4.10 256 1,959 58%$4.10 300 2,209 65%$4.10 269 1,971 58%$3.95 235 1,421 42%
0900 - 1000 $3.25 219 1,416 42%$3.25 241 1,684 50%$3.25 242 1,896 56%$3.25 249 1,474 43%$3.25 199 1,186 35%
AM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
0400 - 0500 $2.40 220 517 15%$2.40 228 503 15%
0500 - 0600 $3.95 443 1,548 46%$3.95 498 1,574 46%
0600 - 0700 $4.10 516 2,240 66%$4.10 533 2,231 66%
0700 - 0800 $4.55 433 2,289 67%$4.55 471 2,375 70%
0800 - 0900 $4.10 231 1,847 54%$4.10 221 1,922 57%
0900 - 1000 $3.25 159 1,252 37%$3.25 183 1,503 44%
Friday 09/03/10
Friday
08/13/10Friday
08/27/10Friday
08/20/10
Monday 08/30/10 Tuesday 08/31/10 Wednesday 09/01/10 Thursday 09/02/10
Friday
Monday Tuesday Wednesday Thursday08/02/10 08/03/10 08/04/10
Monday Tuesday Wednesday Thursday08/09/10 08/10/10 08/11/10 08/12/10
08/06/1008/05/10
Monday Tuesday Wednesday Thursday08/16/10 08/17/10 08/18/10 08/19/10
08/26/10Monday Tuesday Wednesday Thursday 08/23/10 08/24/10 08/25/10
7
. . . . . . . . .
Customer Service and Violations Processing
Since OCTA and Cofiroute are currently working with Integrated Technology and Nortel to
develop reports from the new Nortel telephone system, the Customer Service Center phone
activity is not available. All other performance levels specified in the operating contract were well
within established standards.
Performance Measures
Aug-10
Performance
CUSTOMER SERVICE
**Call Wait Time Monthly Not to exceed 120 seconds unavailable
**Abandon Rate Monthly No more than 4.0% unavailable
Customer Satisfaction Monthly At least 75 outbound calls 76
Convert Violators to Customers Quarterly 8% or more 13%
Convert Violators to Customers Annually 10% or more 0%
VIOLATION PROCESSING
Response Time Monthly within 2 business days of receipt 0.9
CUSA Violation Collection Rate Quarterly 70% or more Quarterly 77%
CUSA Violation Collection Rate Annually 74% or more Annually 77%
TRAFFIC OPERATIONS
Initial & Secondary Reviews Monthly = to or less than 15 days 2
*Plate Misread Errors Monthly = to or less than 0.4% 0.1%
CAS Response Time Monthly 20 minutes per call 0:14
ACCOUNTING
Exceptions Monthly No more than 3 0
INFORMATION TECHNOLOGY
TollPro Uptime Monthly 99% Availability 100%
Network Uptime Monthly 99% Availability 100%
CUSA = Cofiroute USA; CAS = Customer Assistance Specialists
**Call Wait Time and Abandon Rate performance are not currently available through the Nortel phone system
* Plate Misread Error performance is accumulated over a 60-day period. Percentage reported is for June 2010
REPORTING REQUIREMENT Reporting
Period PERFORMANCE STANDARD
8
. . . . . . . . .
Transponder Distribution Status
At the end of August 2010, the 91 Express Lanes had 113,893 active customer accounts, with
170,590 transponders assigned to those accounts.
Number of Accounts by Fiscal Year
As of August 31, 2010
Tags % of Total Tags % of Total
Issued
To New Accounts 1,083 35.0%751 29.1%917 32.3%
Additional Tags to Existing Accounts 488 15.8%460 17.8%474 16.7%
Replacement Transponders 1,525 49.3%1,372 53.1%1,449 51.0%
Total Issued 3,096 2,583 2,840
Returned
Account Closures 593 25.7%645 33.6%619 29.3%
Accounts Downsizing 215 9.3%157 8.2%186 8.8%
Defective Transponders 1,497 64.9%1,118 58.2%1,308 61.9%
Total Returned 2,305 1,920 2,113
Average To-Date
FY 2011TRANSPONDER DISTRIBUTION August-10 July-10
TRANSPONDER INVENTORY STATUS Internal External Total
Available for Distribution:6,405 1 6,406
Customer-Returned Tag Classification
1. Under Warranty - will Return to Sirit:0
2. Out of Warranty - will Destroy:3,880
3. Not yet Classified:1,450
11,736
170,590
TRANSPONDERS ON-HAND:
Total Transponders On-hand:
Transponders Currently Assigned to Accounts:
August 2010
9
. . . . . . . . .
Operational Highlights
On-road Operations
Customer Assistance Specialists (CAS) responded to 155 calls during August. The CAS team
received 85 calls to assist disabled vehicles, 18 calls to remove debris and conducted 42 assists
or traffic breaks. There were 8 accidents in the Express Lanes and 2 accidents in the general-
purpose lanes the CAS provided assistance to.
Electronic Toll and Traffic Management System Project Update
An agreement with Sirit Inc. (Sirit) was executed in March 2010 for the upgrade of the 91 Express
Lanes’ Electronic Toll and Traffic Management system. During the month of August, the factory
acceptance test was conducted and completed and the consolidated system was shipped to the
91 Express Lanes Anaheim facility. The installation of the equipment, beginning with the
westbound lanes, is scheduled to begin in September. It is estimated this project should be
completed by the end of the calendar year.
10
. . . . . . . . .
Financial Highlights
Capital Asset Activity
During the two months ending August 31, 2010, capital asset activities included approximately
$200,000 in leasehold improvements and $107,499 for the purchase of transponders.
91 Express Lanes
Operating Statement
Description Actual Budget Dollar $Percent (%)
Operating revenues:
Toll revenue 5,948,393.82 5,771,044.00$ 177,349.82$ 3.1
Fee revenue 1,068,913.03 632,795.00 436,118.03 68.9
Total operating revenues 7,017,306.85 6,403,839.00 613,467.85 9.6
Operating expenses:
Contracted services 1,059,431.00 1,118,674.00 59,243.00 5.3
Administrative fee 322,658.32 367,774.00 45,115.68 12.3
Other professional services 16,317.25 382,068.00 365,750.75 95.7
Credit card processing fees 180,586.10 193,036.00 12,449.90 6.4
Toll road account servicing 27,178.82 175,254.00 148,075.18 84.5
Other insurance expense 57,614.54 41,500.00 (16,114.54) (38.8)
Toll road maintenance supply repairs 23,864.28 89,640.00 65,775.72 73.4
Patrol services 56,389.26 83,000.00 26,610.74 32.1
Building equipment repairs and maint 72,529.59 175,960.00 103,430.41 58.8
Other services 3,410.18 21,746.00 18,335.82 84.3
Advertising fees - - - N/A
Utilities 1,837.70 2,988.00 1,150.30 38.5
Office expense 55,262.48 20,004.00 (35,258.48) (176.3)
Bad debt expense 1,295.31 - (1,295.31) N/A
Miscellaneous 25,329.11 46,394.00 21,064.89 45.4
Leases 62,586.14 70,550.00 7,963.86 11.3
Total operating expenses 1,966,290.08 2,788,588.00 822,297.92 29.5
Depreciation and amortization 1,518,569.82 - (1,518,569.82) N/A
Operating income (loss)3,532,446.95 3,615,251.00 (82,804.05) (2.3)
Nonoperating revenues (expenses):
Federal assistance grants - - - N/A
Interest income 103,921.48 181,841.00 (77,919.52) (42.9)
Interest expense (2,080,703.67) (2,035,488.00) (45,215.67) (2.2)
Other - 1,072.00 (1,072.00) (100.0)
Total nonoperating revenues (expenses)(1,976,782.19) (1,852,575.00) (124,207.19) (6.7)
Transfers in - - - N/A
Transfers out - - - N/A
Net income (loss)1,555,664.76$ 1,762,676.00$ (207,011.24)$ (11.7)
¹Actual amounts are accounted for on the accrual basis of accounting in an enterprise fund. Budget amounts are
accounted for on a modified accrual basis of accounting.
²Miscellaneous expenses include: Bond Insurance Costs, Bank Service Charge, Transponder Materials.
³Depreciation and amortization are not budgeted items.
YTD as of August 31, 2010 YTD Variance
ORANGE COUNTY TRANSPORTATION AUTHORITY
91 Express Lanes Monthly Status Reports
Attachment B
ATTACHMENT B
Orange County Transportation Authority
SSttaattuuss RReeppoorrtt
SSeepptteemmbbeerr 22001100
As of September 30, 2010
2
. . . . . . . . .
Operations Overview
Traffic and Revenue Statistics
Total traffic volume on the 91 Express Lanes for September 2010 was 1,027,404. This
represents a daily average of 34,247. This is a 1.3% increase in total traffic volume from the
same period last year when traffic levels totaled 1,014,696. Potential toll revenue for the month
was $3,158,583 which represents an increase of 1.5% from the prior year’s total of $3,110,849.
Carpool percentage for the month was 22.9% as compared to the previous year’s rate of 22.6%.
Average revenue per trip is $3.07 or 2.3% higher than projected by Stantec.
Month-to-date traffic and revenue data are summarized in the table below. The following trip and
revenue statistics tables represent all trips taken on the 91 Express Lanes and associated
potential revenue for the month of September 2010.
Current Month-to-Date (MTD) as of September 30, 2010
(FY 2010 data is for the corresponding month in that fiscal year)
Trips
Sep-10
MTD
Actual
Stantec
MTD
Projected
#
Variance
%
Variance
Sep-09
MTD
Actual
Yr-to-Yr
%
Variance
Full Toll Lanes 792,408 898,500 (106,092)(11.8%)785,555 0.9%
3+ Lanes 234,996 267,957 (32,961)(12.3%)229,141 2.6%
Total Gross Trips 1,027,404 1,166,457 (139,053)(11.9%)1,014,696 1.3%
Revenue
Full Toll Lanes $3,074,119 $3,408,666 ($334,547)(9.8%)$3,031,035 1.4%
3+ Lanes $84,464 $94,002 ($9,538)(10.1%)$79,814 5.8%
Total Gross Revenue $3,158,583 $3,502,668 ($344,085)(9.8%)$3,110,849 1.5%
Average Revenue per Trip
Average Full Toll Lanes $3.88 $3.79 $0.09 2.4%$3.86 0.5%
Average 3+ Lanes $0.36 $0.35 $0.01 2.9%$0.35 2.9%
Average Gross Revenue $3.07 $3.00 $0.07 2.3%$3.07 0.0%
3
. . . . . . . . .
The 2011 fiscal year-to-date (YTD) traffic volume is 1.6% higher than the same period last year.
The 2011 fiscal year-to-date revenue is 1.2% higher than for the same period last year. Year-to-
date average revenue per-trip is $2.96 or 2.0% lower than projected by Stantec.
Fiscal year-to-date traffic and revenue data are summarized in the table below. The following trip
and revenue statistics tables represent all trips taken on the 91 Express Lanes and associated
potential revenue for the months of July 2010 through September 2010.
Fiscal Year (FY) 2011 to Date as of September 30, 2010
(FY 2011 data is for the period July 1, 2010 through September 30, 2010; FY 2010 data is for the corresponding period in that fiscal year.)
Trips
FY 2011
YTD
Actual
Stantec
YTD
Projected
#
Variance
%
Variance
FY 2010
YTD
Actual
Yr-to-Yr
%
Variance
Full Toll Lanes 2,423,755 2,735,871 (312,116)(11.4%)2,401,849 0.9%
3+ Lanes 785,307 813,729 (28,422)(3.5%)758,111 3.6%
Total Gross Trips 3,209,062 3,549,600 (340,538)(9.6%)3,159,960 1.6%
Revenue
Full Toll Lanes $9,220,974 $10,415,258 ($1,194,284)(11.5%)$9,127,204 1.0%
3+ Lanes $266,888 $289,736 ($22,849)(7.9%)$246,612 8.2%
Total Gross Revenue $9,487,861 $10,704,994 ($1,217,133)(11.4%)$9,373,816 1.2%
Average Revenue per Trip
Average Full Toll Lanes $3.80 $3.81 ($0.01)(0.3%)$3.80 0.0%
Average 3+ Lanes $0.34 $0.36 ($0.02)(5.6%)$0.33 3.0%
Average Gross Revenue $2.96 $3.02 ($0.06)(2.0%)$2.97 (0.3%)
4
. . . . . . . . .
Traffic and Revenue Summary
The chart below reflects the total trips breakdown between Full Toll trips and HOV3+ trips for
Fiscal Year 2011 on a monthly basis.
The chart below reflects the gross potential revenue breakdown between Full Toll trips and
HOV3+ trips for Fiscal Year 2011 on a monthly basis.
808,137 823,210 792,408
287,193 263,118 234,996
175,000
350,000
525,000
700,000
875,000
1,050,000
1,225,000
1,400,000
Jul-10 Aug -10 Sep -10 Oct-10 Nov -10 Dec -10 Jan -11 Feb-11 Mar-11 Apr-11 May -11 Jun -11
Vo
l
u
m
e
Month
Fiscal Year 2011 Traffic Volume Overview
3+ Lanes Full Toll Lanes
3,054,393 3,092,461 3,074,119
93,850
88,574 84,464
$2,500,000
$2,650,000
$2,800,000
$2,950,000
$3,100,000
$3,250,000
Jul-10 Aug -10 Sep -10 Oct-10 Nov -10 Dec-10 Jan -11 Feb-11 Mar-11 Apr-11 May-11 Jun -11
Re
v
e
n
u
e
Month
Fiscal Year 2011 Revenue Summary
Full Toll Lanes 3+ Lanes
5
. . . . . . . . .
Peak traffic hour in the eastbound direction reached or exceeded 90% or more of defined
capacity seven times during the month of September 2010. As demonstrated on the next chart,
westbound peak hour traffic volumes top out at 87% of defined capacity.
EASTBOUND PEAK-HOUR VOLUMES
EASTBOUND WEEKDAY PEAK VOLUME:
PM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
1400 - 1500 $4.10 276 1,872 55%$4.20 229 1,681 49%$3.60 377 2,530 74%
1500 - 1600 $4.95 468 2,393 70%$5.95 463 2,665 78%$10.25 601 2,808 83%
1600 - 1700 $8.30 515 3,082 91%$9.95 553 3,052 90%$9.35 496 2,731 80%
1700 - 1800 $8.50 533 3,049 90%$9.80 532 2,940 86%$8.00 407 2,272 67%
1800 - 1900 $3.60 536 3,054 90%$4.90 544 2,903 85%$5.30 435 1,901 56%
1900 - 2000 $3.10 338 1,869 55%$4.50 350 1,885 55%$4.95 397 1,465 43%
PM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
1400 - 1500 $3.60 247 690 20%$4.10 219 1,570 46%$4.10 226 1,588 47%$4.20 235 1,914 56%$3.60 362 2,677 79%
1500 - 1600 $3.60 285 745 22%$3.70 476 2,557 75%$4.95 498 2,684 79%$5.95 492 2,912 86%$10.25 619 2,966 87%
1600 - 1700 $3.60 312 738 22%$7.80 455 2,818 83%$8.30 479 2,925 86%$9.95 495 2,845 84%$9.35 500 2,739 81%
1700 - 1800 $3.60 326 748 22%$7.25 468 2,835 83%$8.50 450 2,710 80%$9.80 480 2,843 84%$8.00 513 2,958 87%
1800 - 1900 $3.60 356 771 23%$4.10 503 2,681 79%$3.60 472 2,752 81%$4.90 489 2,742 81%$5.30 496 2,391 70%
1900 - 2000 $3.60 406 816 24%$3.10 294 1,502 44%$3.10 315 1,551 46%$4.50 357 1,784 52%$4.95 355 1,652 49%
PM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
1400 - 1500 $4.10 212 1,581 47%$4.10 240 1,701 50%$4.10 257 1,752 52%$4.20 275 1,924 57%$3.60 369 2,719 80%
1500 - 1600 $4.40 499 2,595 76%$3.70 509 2,789 82%$4.95 526 2,773 82%$5.95 501 2,843 84%$10.25 616 2,913 86%
1600 - 1700 $5.55 449 2,781 82%$7.80 503 2,771 82%$8.30 496 2,911 86%$9.95 463 2,765 81%$9.35 570 3,080 91%
1700 - 1800 $5.35 465 2,657 78%$7.25 474 2,830 83%$8.50 503 2,834 83%$9.80 492 2,739 81%$8.00 468 2,620 77%
1800 - 1900 $4.40 454 2,321 68%$4.10 507 2,650 78%$3.60 499 2,816 83%$4.90 532 3,025 89%$5.30 527 2,453 72%
1900 - 2000 $3.10 281 1,295 38%$3.10 326 1,594 47%$3.10 347 1,761 52%$4.50 387 1,878 55%$4.95 411 1,698 50%
PM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
1400 - 1500 $4.10 233 1,547 46%$4.10 215 1,650 49%$4.10 235 1,670 49%$4.20 255 2,053 60%$3.60 418 2,907 86%
1500 - 1600 $4.40 487 2,579 76%$3.70 482 2,697 79%$4.95 489 2,683 79%$5.95 495 2,930 86%$10.25 653 3,016 89%
1600 - 1700 $5.55 442 2,822 83%$7.80 439 2,786 82%$8.30 475 2,724 80%$9.95 516 3,113 92%$9.35 557 3,048 90%
1700 - 1800 $5.35 458 2,669 79%$7.25 454 2,874 85%$8.50 481 2,767 81%$9.80 452 2,614 77%$8.00 482 2,705 80%
1800 - 1900 $4.40 478 2,332 69%$4.10 541 2,891 85%$3.60 485 2,619 77%$4.90 549 3,010 89%$5.30 481 2,525 74%
1900 - 2000 $3.10 275 1,305 38%$3.10 359 2,036 60%$3.10 338 1,651 49%$4.50 377 1,854 55%$4.95 403 1,730 51%
PM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
1400 - 1500 $4.10 233 1,690 50%$4.10 217 1,652 49%$4.10 229 1,704 50%$4.20 264 2,013 59%
1500 - 1600 $4.40 470 2,688 79%$3.70 500 2,847 84%$4.95 503 2,746 81%$5.95 497 2,887 85%
1600 - 1700 $5.55 479 2,814 83%$7.80 508 2,907 86%$8.30 526 2,873 85%$9.95 493 2,870 84%
1700 - 1800 $5.35 475 2,810 83%$7.25 479 2,810 83%$8.50 458 2,806 83%$9.80 506 2,803 82%
1800 - 1900 $4.40 445 2,382 70%$4.10 493 2,551 75%$3.60 489 2,695 79%$4.90 476 2,578 76%
1900 - 2000 $3.10 308 1,400 41%$3.10 322 1,585 47%$3.10 340 1,669 49%$4.50 379 1,909 56%
Friday 10/01/10Wednesday 09/29/10 Thursday 09/30/10Monday 09/27/10 Tuesday 09/28/10
Monday Tuesday Wednesday Thursday 09/03/1008/30/10 08/31/10 09/01/10 09/02/10 Friday
09/10/1009/06/10 09/07/10 09/08/10 09/09/10 FridayMonday Tuesday Wednesday Thursday
09/17/1009/13/10 09/14/10 09/15/10 09/16/10 FridayMonday Tuesday Wednesday Thursday
09/24/1009/20/10 09/21/10 09/22/10 09/23/10 Friday Monday Tuesday Wednesday Thursday
6
. . . . . . . . .
WESTBOUND PEAK-HOUR VOLUMES
WESTBOUND WEEKDAY PEAK VOLUME:
AM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
0400 - 0500 $2.40 237 514 15%$2.40 255 541 16%$2.40 192 429 13%
0500 - 0600 $3.95 506 1,685 50%$3.95 512 1,613 47%$3.95 409 1,339 39%
0600 - 0700 $4.10 540 2,346 69%$4.10 614 2,310 68%$4.10 444 1,773 52%
0700 - 0800 $4.55 500 2,364 70%$4.55 408 2,093 62%$4.40 428 1,931 57%
0800 - 0900 $4.10 253 2,112 62%$4.55 233 1,737 51%$4.20 208 1,407 41%
0900 - 1000 $3.25 195 1,680 49%$4.55 161 1,273 37%$3.70 166 1,059 31%
AM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
0400 - 0500 $1.30 13 30 1%$2.40 236 521 15%$2.40 240 484 14%$2.40 220 469 14%$2.40 199 423 12%
0500 - 0600 $1.30 43 94 3%$3.95 479 1,616 48%$3.95 479 1,597 47%$3.95 525 1,632 48%$3.80 488 1,533 45%
0600 - 0700 $2.05 28 91 3%$4.10 626 2,326 68%$4.10 588 2,341 69%$4.10 573 2,286 67%$3.95 530 2,069 61%
0700 - 0800 $2.05 65 138 4%$4.55 533 2,344 69%$4.55 449 2,237 66%$4.55 459 2,370 70%$4.40 403 1,848 54%
0800 - 0900 $2.05 111 260 8%$4.10 235 1,962 58%$4.10 190 1,839 54%$4.10 211 1,872 55%$3.95 260 1,780 52%
0900 - 1000 $3.00 202 501 15%$3.25 166 1,332 39%$3.25 187 1,490 44%$3.25 157 1,384 41%$3.25 211 1,278 38%
AM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
0400 - 0500 $2.40 216 517 15%$2.40 237 496 15%$2.40 202 445 13%$2.40 194 449 13%$2.40 212 444 13%
0500 - 0600 $3.95 489 1,655 49%$3.95 492 1,685 50%$3.95 497 1,729 51%$3.95 508 1,625 48%$3.80 446 1,498 44%
0600 - 0700 $4.10 567 2,340 69%$4.10 578 2,410 71%$4.10 594 2,453 72%$4.10 608 2,370 70%$3.95 555 2,155 63%
0700 - 0800 $4.55 488 2,384 70%$4.55 493 2,394 70%$4.55 461 2,235 66%$4.55 461 2,450 72%$4.40 443 1,955 58%
0800 - 0900 $4.10 202 1,761 52%$4.10 232 1,990 59%$4.10 251 2,036 60%$4.10 243 1,674 49%$3.95 212 1,364 40%
0900 - 1000 $3.25 171 1,441 42%$3.25 154 1,392 41%$3.25 170 1,536 45%$3.25 182 1,687 50%$3.25 164 1,108 33%
AM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
0400 - 0500 $2.40 254 540 16%$2.40 218 493 15%$2.40 233 504 15%$2.40 222 511 15%$2.40 209 458 13%
0500 - 0600 $3.95 494 1,677 49%$3.95 488 1,615 48%$3.95 473 1,660 49%$3.95 409 1,260 37%$3.80 460 1,510 44%
0600 - 0700 $4.10 582 2,354 69%$4.10 276 939 28%$4.10 603 2,416 71%$4.10 622 2,209 65%$3.95 544 2,253 66%
0700 - 0800 $4.55 473 2,256 66%$4.55 1092 2,972 87%$4.55 476 2,308 68%$4.55 482 2,293 67%$4.40 426 2,044 60%
0800 - 0900 $4.10 283 1,971 58%$4.10 393 2,291 67%$4.10 222 1,726 51%$4.10 262 2,081 61%$3.95 232 1,666 49%
0900 - 1000 $3.25 210 1,548 46%$3.25 159 1,824 54%$3.25 143 1,170 34%$3.25 177 1,673 49%$3.25 211 1,231 36%
AM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
0400 - 0500 $2.40 217 543 16%$2.40 224 499 15%$2.40 227 537 16%$2.40 247 567 17%
0500 - 0600 $3.95 487 1,733 51%$3.95 484 1,692 50%$3.95 487 1,653 49%$3.95 494 1,705 50%
0600 - 0700 $4.10 558 2,362 69%$4.10 560 2,363 70%$4.10 595 2,274 67%$4.10 609 2,287 67%
0700 - 0800 $4.55 458 2,203 65%$4.55 483 2,408 71%$4.55 453 2,351 69%$4.55 480 2,197 65%
0800 - 0900 $4.10 230 1,751 52%$4.10 264 2,094 62%$4.10 237 1,870 55%$4.10 233 1,986 58%
0900 - 1000 $3.25 173 1,278 38%$3.25 181 1,449 43%$3.25 150 1,295 38%$3.25 203 1,518 45%
Friday 10/01/10
Friday
09/10/10Friday
09/24/10Friday
09/17/10
Monday 09/27/10 Tuesday 09/28/10 Wednesday 09/29/10 Thursday 09/30/10
Friday
Monday Tuesday Wednesday Thursday08/30/10 08/31/10 09/01/10
Monday Tuesday Wednesday Thursday09/06/10 09/07/10 09/08/10 09/09/10
09/03/1009/02/10
Monday Tuesday Wednesday Thursday09/13/10 09/14/10 09/15/10 09/16/10
09/23/10Monday Tuesday Wednesday Thursday 09/20/10 09/21/10 09/22/10
7
. . . . . . . . .
Customer Service and Violations Processing
Since OCTA and Cofiroute are currently working with Integrated Technology and Nortel to
develop reports from the new Nortel telephone system, the Customer Service Center phone
activity is not available. All other performance levels specified in the operating contract were well
within established standards.
Performance Measures
Sep-10
Performance
CUSTOMER SERVICE
**Call Wait Time Monthly Not to exceed 120 seconds unavailable
**Abandon Rate Monthly No more than 4.0% unavailable
Customer Satisfaction Monthly At least 75 outbound calls 77
Convert Violators to Customers Quarterly 8% or more 13%
Convert Violators to Customers Annually 10% or more 0%
VIOLATION PROCESSING
Response Time Monthly Within 2 business days of receipt 0.9
CUSA Violation Collection Rate Quarterly 70% or more 78%
CUSA Violation Collection Rate Annually 74% or more 78%
TRAFFIC OPERATIONS
Initial & Secondary Reviews Monthly Equal to or less than 15 days 2
*Plate Misread Errors Monthly Equal to or less than 0.4% 0.1%
CAS Response Time Monthly 20 minutes per call 17
ACCOUNTING
Exceptions Monthly No more than 3 0
INFORMATION TECHNOLOGY
TollPro Uptime Monthly 99% Availability 100%
Network Uptime Monthly 99% Availability 100%
CUSA = Cofiroute USA; CAS = Customer Assistance Specialists
**Call Wait Time and Abandon Rate performance are not currently available through the Nortel phone system
* Plate Misread Error performance is accumulated over a 60-day period. Percentage reported is for June 2010
REPORTING REQUIREMENT Reporting
Period PERFORMANCE STANDARD
8
. . . . . . . . .
Transponder Distribution Status
At the end of September 2010, the 91 Express Lanes had 114,056 active customer accounts,
with 170,619 transponders assigned to those accounts.
Number of Accounts by Fiscal Year
As of September 30, 2010
Tags % of Total Tags % of Total
Issued
To New Accounts 740 27.0%1,083 35.0%1,300 30.5%
Additional Tags to Existing Accounts 435 15.9%488 15.8%701 16.4%
Replacement Transponders 1,562 57.1%1,525 49.3%2,262 53.1%
Total Issued 2,737 3,096 4,263
Returned
Account Closures 678 29.2%593 25.7%975 29.4%
Accounts Downsizing 179 7.7%215 9.3%282 8.5%
Defective Transponders 1,463 63.1%1,497 64.9%2,065 62.2%
Total Returned 2,320 2,305 3,322
August-10
Average To-Date
FY 2011TRANSPONDER DISTRIBUTION September-10
TRANSPONDER INVENTORY STATUS Internal External Total
Available for Distribution:8,647 199 8,846
Customer-Returned Tag Classification
1. Under Warranty - will Return to Sirit:68
2. Out of Warranty - will Destroy:338
3. Not yet Classified:1,993
11,245
170,619
TRANSPONDERS ON-HAND:
Total Transponders On-hand:
Transponders Currently Assigned to Accounts:
September 2010
9
. . . . . . . . .
Operational Highlights
On-road Operations
Customer Assistance Specialists (CAS) responded to 135 calls during September. The CAS
team received 74 calls to assist disabled vehicles, 22 calls to remove debris and conducted 29
assists or traffic breaks. There were 9 accidents in the Express Lanes and 1 accident in the
general-purpose lanes the CAS provided assistance to.
Electronic Toll and Traffic Management System Project Update
An agreement with Sirit Inc. (Sirit) was executed in March 2010 for the upgrade of the 91 Express
Lanes’ Electronic Toll and Traffic Management system. During the month of September, field
deployment testing was conducted on Westbound Lane 1 and was successfully completed. The
installation of Westbound Lane 2 and 3 began in late September and is scheduled to be
completed in October. It is estimated this project should be completed by the end of the calendar
year.
10
. . . . . . . . .
Financial Highlights
Capital Asset Activity
During the three months ending September 30, 2010, capital asset activities included
approximately $200,000 in leasehold improvements and $107,499 for the purchase of
transponders.
ORANGE COUNTY TRANSPORTATION AUTHORITY
91 Express Lanes Monthly Status Reports
Attachment C
ATTACHMENT C
Orange County Transportation Authority
SSttaattuuss RReeppoorrtt
OOccttoobbeerr 22001100
As of October 31, 2010
2
. . . . . . . . .
Operations Overview
Traffic and Revenue Statistics
Total traffic volume on the 91 Express Lanes for October 2010 was 1,031,845. This represents a
daily average of 33,285. This is a 0.2% decrease in total traffic volume from the same period last
year when traffic levels totaled 1,033,912. Potential toll revenue for the month was $3,138,450
which represents a decrease of 0.8% from the prior year’s total of $3,162,559. Carpool
percentage for the month was 22.3% as compared to the previous year’s rate of 22.0%. Average
revenue per trip is $3.04 as projected by Stantec.
Month-to-date traffic and revenue data are summarized in the table below. The following trip and
revenue statistics tables represent all trips taken on the 91 Express Lanes and associated
potential revenue for the month of October 2010.
Current Month-to-Date (MTD) as of October 31, 2010
(FY 2010-11 data is for the corresponding month in that fiscal year)
Trips
Oct-10
MTD
Actual
Stantec
MTD
Projected
#
Variance
%
Variance
Oct-09
MTD
Actual
Yr-to-Yr
%
Variance
Full Toll Lanes 801,736 929,800 (128,064)(13.8%)806,440 (0.6%)
3+ Lanes 230,109 267,943 (37,834)(14.1%)227,472 1.2%
Total Gross Trips 1,031,845 1,197,743 (165,898)(13.9%)1,033,912 (0.2%)
Revenue
Full Toll Lanes $3,056,267 $3,539,559 ($483,293)(13.7%)$3,083,332 (0.9%)
3+ Lanes $82,183 $98,077 ($15,893)(16.2%)$79,227 3.7%
Total Gross Revenue $3,138,450 $3,637,636 ($499,186)(13.7%)$3,162,559 (0.8%)
Average Revenue per Trip
Average Full Toll Lanes $3.81 $3.81 $0.00 0.0%$3.82 (0.3%)
Average 3+ Lanes $0.36 $0.37 ($0.01)(2.7%)$0.35 2.9%
Average Gross Revenue $3.04 $3.04 $0.00 0.0%$3.06 (0.7%)
3
. . . . . . . . .
The 2011 fiscal year-to-date (YTD) traffic volume is 1.1% higher than the same period last year.
The 2011 fiscal year-to-date revenue is 0.7% higher than for the same period last year. Year-to-
date average revenue per-trip is $2.98 or 1.3% lower than projected by Stantec.
Fiscal year-to-date traffic and revenue data are summarized in the table below. The following trip
and revenue statistics tables represent all trips taken on the 91 Express Lanes and associated
potential revenue for the months of July 2010 through October 2010.
Fiscal Year (FY) 2010-11 to Date as of October 31, 2010
(FY 2010-11 data is for the period July 1, 2010 through October 31, 2010; FY 2009-10 data is for the corresponding period in that fiscal year.)
Trips
FY 2010-11
YTD
Actual
Stantec
YTD
Projected
#
Variance
%
Variance
FY 2009-10
YTD
Actual
Yr-to-Yr
%
Variance
Full Toll Lanes 3,225,491 3,665,671 (440,180)(12.0%)3,208,289 0.5%
3+ Lanes 1,015,416 1,081,672 (66,256)(6.1%)985,583 3.0%
Total Gross Trips 4,240,907 4,747,343 (506,436)(10.7%)4,193,872 1.1%
Revenue
Full Toll Lanes $12,277,241 $13,954,817 ($1,677,576)(12.0%)$12,210,535 0.5%
3+ Lanes $349,071 $387,813 ($38,742)(10.0%)$325,839 7.1%
Total Gross Revenue $12,626,312 $14,342,630 ($1,716,319)(12.0%)$12,536,375 0.7%
Average Revenue per Trip
Average Full Toll Lanes $3.81 $3.81 $0.00 0.0%$3.81 0.0%
Average 3+ Lanes $0.34 $0.36 ($0.02)(5.6%)$0.33 3.0%
Average Gross Revenue $2.98 $3.02 ($0.04)(1.3%)$2.99 (0.3%)
4
. . . . . . . . .
Traffic and Revenue Summary
The chart below reflects the total trips breakdown between Full Toll trips and HOV3+ trips for
FY 2010-11 on a monthly basis.
The chart below reflects the gross potential revenue breakdown between Full Toll trips and
HOV3+ trips for FY 2010-11 on a monthly basis.
5
. . . . . . . . .
Peak traffic hour in the eastbound direction reached or exceeded 90% or more of defined
capacity four times during the month of October 2010. As demonstrated on the next chart,
westbound peak hour traffic volumes top out at 75% of defined capacity.
EASTBOUND PEAK-HOUR VOLUMES
PM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
1400 - 1500 $3.10 326 2,502 74%
1500 - 1600 $10.25 603 2,963 87%
1600 - 1700 $9.35 474 2,847 84%
1700 - 1800 $8.00 511 2,857 84%
1800 - 1900 $5.30 465 2,441 72%
1900 - 2000 $4.95 396 1,828 54%
PM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
1400 - 1500 $4.10 245 1,713 50%$4.10 205 1,641 48%$4.10 215 1,552 46%$4.20 240 1,926 57%$3.10 417 2,790 82%
1500 - 1600 $4.40 453 2,530 74%$3.70 456 2,779 82%$4.45 424 2,502 74%$5.95 487 2,881 85%$10.25 636 2,906 85%
1600 - 1700 $5.55 470 2,837 83%$7.80 452 2,801 82%$8.30 406 2,532 74%$9.95 489 2,781 82%$9.35 465 2,866 84%
1700 - 1800 $5.35 485 2,808 83%$7.25 456 2,756 81%$8.50 443 2,521 74%$9.80 495 2,816 83%$8.00 500 2,778 82%
1800 - 1900 $4.40 521 2,902 85%$3.60 461 2,482 73%$3.60 422 2,255 66%$4.90 500 2,661 78%$5.30 450 2,376 70%
1900 - 2000 $3.10 302 1,514 45%$3.10 330 1,787 53%$3.10 298 1,320 39%$4.50 382 1,837 54%$4.95 442 1,838 54%
PM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
1400 - 1500 $4.10 232 1,512 44%$4.10 186 1,538 45%$4.10 220 1,732 51%$4.20 259 1,920 56%$3.10 378 2,906 85%
1500 - 1600 $4.40 474 2,374 70%$3.70 512 2,803 82%$4.45 504 2,740 81%$5.95 482 2,803 82%$10.25 574 2,822 83%
1600 - 1700 $5.55 451 2,576 76%$7.80 459 2,713 80%$8.30 500 2,850 84%$9.95 540 2,935 86%$9.35 551 3,117 92%
1700 - 1800 $5.35 427 2,521 74%$7.25 502 2,698 79%$8.50 455 2,627 77%$9.80 528 2,949 87%$8.00 472 2,848 84%
1800 - 1900 $4.40 446 2,217 65%$3.60 545 2,950 87%$3.60 527 2,831 83%$4.90 543 2,783 82%$5.30 514 2,527 74%
1900 - 2000 $3.10 295 1,220 36%$3.10 364 2,087 61%$3.10 416 2,038 60%$4.50 375 2,002 59%$4.95 448 1,892 56%
PM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
1400 - 1500 $4.10 179 1,491 44%$4.10 186 1,548 46%$4.10 182 1,496 44%$4.20 254 2,147 63%$3.10 350 2,773 82%
1500 - 1600 $4.40 464 2,355 69%$3.70 432 2,375 70%$4.45 399 2,495 73%$5.95 478 2,870 84%$10.25 607 2,935 86%
1600 - 1700 $5.55 432 2,599 76%$7.80 505 2,856 84%$8.30 454 2,612 77%$9.95 539 2,820 83%$9.35 540 3,004 88%
1700 - 1800 $5.35 437 2,642 78%$7.25 478 2,723 80%$8.50 450 3,120 92%$9.80 506 2,907 86%$8.00 515 2,763 81%
1800 - 1900 $4.40 452 2,289 67%$3.60 526 2,632 77%$3.60 454 3,398 100%$4.90 538 2,673 79%$5.30 508 2,535 75%
1900 - 2000 $3.10 242 1,251 37%$3.10 286 1,519 45%$3.10 268 2,027 60%$4.50 333 1,733 51%$4.95 330 1,515 45%
PM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
1400 - 1500 $4.10 200 1,401 41%$4.10 219 1,638 48%$4.10 216 1,669 49%$4.20 257 1,908 56%$3.10 393 2,690 79%
1500 - 1600 $4.40 438 2,398 71%$3.70 465 2,689 79%$4.45 506 2,684 79%$5.95 514 2,847 84%$10.25 637 3,017 89%
1600 - 1700 $5.55 416 2,482 73%$7.80 495 2,747 81%$8.30 496 2,843 84%$9.95 512 2,767 81%$9.35 542 3,049 90%
1700 - 1800 $5.35 416 2,541 75%$7.25 484 2,737 81%$8.50 478 2,728 80%$9.80 554 2,984 88%$8.00 514 2,866 84%
1800 - 1900 $4.40 474 2,286 67%$3.60 541 2,873 85%$3.60 543 2,816 83%$4.90 572 2,958 87%$5.30 505 2,458 72%
1900 - 2000 $3.10 290 1,287 38%$3.10 371 1,708 50%$3.10 366 1,930 57%$4.50 436 2,159 64%$4.95 433 1,839 54%
Monday Tuesday Wednesday Thursday 10/22/1010/18/10 10/19/10 10/20/10 10/21/10 Friday
Monday Tuesday Wednesday Thursday 10/15/1010/11/10 10/12/10 10/13/10 10/14/10 Friday
10/06/10 10/07/10 FridayMonday Tuesday Wednesday Thursday 10/08/1010/04/10 10/05/10
10/01/1009/27/10 09/28/10 09/29/10 09/30/10 FridayMonday Tuesday Wednesday Thursday
Monday 10/25/10 Tuesday 10/26/10 Wednesday 10/27/10 Thursday 10/28/10 Friday 10/29/10
6
. . . . . . . . .
WESTBOUND PEAK-HOUR VOLUMES
Transponder Distribution Status
AM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
0400 - 0500 $2.40 191 444 13%
0500 - 0600 $3.80 452 1,524 45%
0600 - 0700 $3.95 556 2,098 62%
0700 - 0800 $4.40 416 2,117 62%
0800 - 0900 $3.95 223 1,352 40%
0900 - 1000 $3.25 151 1,100 32%
AM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
0400 - 0500 $2.40 199 529 16%$2.40 214 499 15%$2.40 206 491 14%$2.40 213 499 15%$2.40 210 486 14%
0500 - 0600 $3.95 462 1,671 49%$3.95 491 1,685 50%$3.95 470 1,689 50%$3.95 510 1,763 52%$3.80 463 1,572 46%
0600 - 0700 $4.10 543 2,339 69%$4.10 574 2,318 68%$4.10 589 2,387 70%$4.10 549 2,127 63%$3.95 569 2,140 63%
0700 - 0800 $4.55 493 2,292 67%$4.55 445 2,325 68%$4.55 400 2,309 68%$4.55 480 2,335 69%$4.40 406 1,943 57%
0800 - 0900 $4.10 237 2,100 62%$4.10 216 1,777 52%$4.10 206 1,955 58%$4.10 211 1,791 53%$3.95 240 1,520 45%
0900 - 1000 $3.25 188 1,695 50%$3.25 121 1,234 36%$3.25 149 1,402 41%$3.25 126 990 29%$3.25 167 1,119 33%
AM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
0400 - 0500 $2.40 206 518 15%$2.40 218 525 15%$2.40 233 532 16%$2.40 236 555 16%$2.40 188 475 14%
0500 - 0600 $3.95 471 1,545 45%$3.95 485 1,628 48%$3.95 500 1,717 51%$3.95 508 1,688 50%$3.80 428 1,475 43%
0600 - 0700 $4.10 518 2,200 65%$4.10 586 2,292 67%$4.10 648 2,393 70%$4.10 620 2,433 72%$3.95 557 2,122 62%
0700 - 0800 $4.55 435 2,040 60%$4.55 526 2,355 69%$4.55 488 2,334 69%$4.55 472 2,319 68%$4.40 437 2,165 64%
0800 - 0900 $4.10 212 1,382 41%$4.10 232 1,906 56%$4.10 207 1,560 46%$4.10 229 1,896 56%$3.95 239 1,528 45%
0900 - 1000 $3.25 183 1,169 34%$3.25 166 1,476 43%$3.25 165 1,524 45%$3.25 174 1,431 42%$3.25 176 1,082 32%
AM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
0400 - 0500 $2.40 195 543 16%$2.40 209 491 14%$2.40 214 511 15%$2.40 221 508 15%$2.40 182 461 14%
0500 - 0600 $3.95 426 1,650 49%$3.95 460 1,645 48%$3.95 479 1,675 49%$3.95 466 1,568 46%$3.80 439 1,692 50%
0600 - 0700 $4.10 571 2,320 68%$4.10 557 2,297 68%$4.10 516 2,211 65%$4.10 552 2,176 64%$3.95 562 2,238 66%
0700 - 0800 $4.55 421 2,213 65%$4.55 410 2,245 66%$4.55 363 1,992 59%$4.55 453 2,279 67%$4.40 417 1,922 57%
0800 - 0900 $4.10 206 1,751 52%$4.10 190 1,508 44%$4.10 181 1,397 41%$4.10 258 2,089 61%$3.95 228 1,447 43%
0900 - 1000 $3.25 129 1,236 36%$3.25 126 1,183 35%$3.25 118 1,107 33%$3.25 177 1,528 45%$3.25 155 1,065 31%
AM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
0400 - 0500 $2.40 236 830 24%$2.40 240 565 17%$2.40 217 506 15%$2.40 233 532 16%$2.40 200 489 14%
0500 - 0600 $3.95 397 1,890 56%$3.95 539 1,800 53%$3.95 550 1,927 57%$3.95 513 1,755 52%$3.80 481 1,619 48%
0600 - 0700 $4.10 409 1,948 57%$4.10 564 2,184 64%$4.10 611 2,322 68%$4.10 599 2,389 70%$3.95 570 2,125 63%
0700 - 0800 $4.55 542 2,555 75%$4.55 491 2,289 67%$4.55 462 2,262 67%$4.55 490 2,267 67%$4.40 408 1,880 55%
0800 - 0900 $4.10 291 2,253 66%$4.10 226 2,005 59%$4.10 242 1,800 53%$4.10 242 1,874 55%$3.95 195 1,267 37%
0900 - 1000 $3.25 213 2,061 61%$3.25 165 1,427 42%$3.25 136 1,222 36%$3.25 155 1,262 37%$3.25 164 1,144 34%
10/14/10
10/21/10Monday Tuesday Wednesday Thursday 10/18/10 10/19/10 10/20/10
10/07/10
10/01/1009/30/10
Monday Tuesday Wednesday Thursday10/11/10 10/12/10 10/13/10
Monday Tuesday Wednesday Thursday10/04/10 10/05/10 10/06/10
Monday Tuesday Wednesday Thursday09/27/10 09/28/10 09/29/10
10/15/10
Monday 10/25/10 Tuesday 10/26/10 Wednesday 10/27/10 Thursday 10/28/10
Friday
Friday 10/29/10
Friday
10/08/10Friday
10/22/10Friday
7
. . . . . . . . .
At the end of October 2010, the 91 Express Lanes had 113,968 active customer accounts, with
170,935 transponders assigned to those accounts.
Number of Accounts by Fiscal Year
As of October 31, 2010
Tags % of Total Tags % of Total
Issued
To New Accounts 702 29.5%740 27.0%819 30.3%
Additional Tags to Existing Accounts 365 15.3%435 15.9%437 16.2%
Replacement Transponders 1,314 55.2%1,562 57.1%1,443 53.5%
Total Issued 2,381 2,737 2,699
Returned
Account Closures 493 26.6%678 29.2%602 28.7%
Accounts Downsizing 170 9.2%179 7.7%180 8.6%
Defective Transponders 1,187 64.2%1,463 63.1%1,316 62.7%
Total Returned 1,850 2,320 2,099
Average To-Date
FY 2010-11TRANSPONDER DISTRIBUTION October-10 September-10
TRANSPONDER INVENTORY STATUS Internal External Total
Available for Distribution:7,273 186 7,459
Customer-Returned Tag Classification
1. Under Warranty - will Return to Sirit:0
2. Out of Warranty - will Destroy:2,709
3. Not yet Classified:560
10,728
170,935
TRANSPONDERS ON-HAND:
Total Transponders On-hand:
Transponders Currently Assigned to Accounts:
October 2010
95,440 97,001 98,569 100,528
106,280
113,263
118,416 119,992 117,888 114,556 114,138 113,968
-
20,000
40,000
60,000
80,000
100,000
120,000
140,000
1999-00 2000 -01 2001-02 2002-03 2003 -04 2004-05 2005-06 2006 -07 2007-08 2008-09 2009-10 2010-11
Fiscal Year
8
. . . . . . . . .
Operational Highlights
On-road Operations
Customer Assistance Specialists (CAS) responded to 127 calls during October. The CAS team
received 65 calls to assist disabled vehicles, 24 calls to remove debris and conducted 27 assists
or traffic breaks. There were 11 accidents in the Express Lanes and 0 accident in the general-
purpose lanes the CAS provided assistance to.
Electronic Toll and Traffic Management System Project Update
An agreement with Sirit Inc. (Sirit) was executed in March 2010 for the upgrade of the 91 Express
Lanes’ Electronic Toll and Traffic Management system. As of October, the installation of the in-
lane equipment has been successfully completed for all the lanes. In addition, training materials
were developed and on-site training for Cofiroute staff was held on October 27th. Sirit is currently
working on updating the system documentation and as-builts. It is estimated this project should
be completed by the end of the calendar year.
9
. . . . . . . . .
Financial Highlights
Capital Asset Activity
During the four months ending October 31, 2010, capital asset activities included approximately
$200,000 in leasehold improvement, $782,506 for the ETTM upgrade and $221,374 for the
purchase of transponders.
ORANGE COUNTY TRANSPORTATION AUTHORITY
91 Express Lanes Monthly Status Reports
Attachment D
ATTACHMENT D
Orange County Transportation Authority
SSttaattuuss RReeppoorrtt
NNoovveemmbbeerr 22001100
As of November 30, 2010
2
. . . . . . . . .
Operations Overview
Traffic and Revenue Statistics
Total traffic volume on the 91 Express Lanes for November 2010 was 1,011,568. This
represents a daily average of 33,719. This is a 4.6% increase in total traffic volume from the
same period last year when traffic levels totaled 966,883. Potential toll revenue for the month
was $2,997,208 which represents an increase of 5.3% from the prior year’s total of $2,845,965.
Carpool percentage for the month was 23.7% as compared to the previous year’s rate of 24.2%.
Average revenue per trip is $2.96 or 1.7% above Stantec’s projections.
Month-to-date traffic and revenue data are summarized in the table below. The following trip and
revenue statistics tables represent all trips taken on the 91 Express Lanes and associated
potential revenue for the month of November 2010.
Current Month-to-Date (MTD) as of November 30, 2010
(FY 2010-11 data is for the corresponding month in that fiscal year)
Trips
Nov-10
MTD
Actual
Stantec
MTD
Projected
#
Variance
%
Variance
Nov-09
MTD
Actual
Yr-to-Yr
%
Variance
Full Toll Lanes 772,009 876,200 (104,191)(11.9%)733,253 5.3%
3+ Lanes 239,559 265,685 (26,126)(9.8%)233,630 2.5%
Total Gross Trips 1,011,568 1,141,885 (130,317)(11.4%)966,883 4.6%
Revenue
Full Toll Lanes $2,921,790 $3,237,550 ($315,760)(9.8%)$2,779,674 5.1%
3+ Lanes $75,418 $85,679 ($10,260)(12.0%)$66,291 13.8%
Total Gross Revenue $2,997,208 $3,323,229 ($326,021)(9.8%)$2,845,965 5.3%
Average Revenue per Trip
Average Full Toll Lanes $3.78 $3.69 $0.09 2.4%$3.79 (0.3%)
Average 3+ Lanes $0.31 $0.32 ($0.01)(3.1%)$0.28 10.7%
Average Gross Revenue $2.96 $2.91 $0.05 1.7%$2.94 0.7%
3
. . . . . . . . .
The 2011 fiscal year-to-date (YTD) traffic volume is 1.8% higher than the same period last year.
The 2011 fiscal year-to-date revenue is 1.6% higher than for the same period last year. Year-to-
date average revenue per-trip is $2.97 or 1% lower than projected by Stantec.
Fiscal year-to-date traffic and revenue data are summarized in the table below. The following trip
and revenue statistics tables represent all trips taken on the 91 Express Lanes and associated
potential revenue for the months of July 2010 through November 2010.
Fiscal Year (FY) 2010-11 to Date as of November 30, 2010
(FY 2010-11 data is for the period July 1, 2010 through November 30, 2010; FY 2009-10 data is for the corresponding period in that fiscal year.)
4
. . . . . . . . .
Traffic and Revenue Summary
The chart below reflects the total trips breakdown between Full Toll trips and HOV3+ trips for
FY 2010-11 on a monthly basis.
The chart below reflects the gross potential revenue breakdown between Full Toll trips and
HOV3+ trips for FY 2010-11 on a monthly basis.
5
. . . . . . . . .
Peak traffic hour in the eastbound direction reached or exceeded 90% or more of defined
capacity seven times during the month of November 2010. As demonstrated on the next chart,
westbound peak hour traffic volumes top out at 76% of defined capacity.
EASTBOUND PEAK-HOUR VOLUMES
PM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
1400 - 1500 $4.10 213 1,541 45%$4.10 243 1,699 50%$4.10 267 1,850 54%$4.20 276 2,066 61%$3.10 378 2,755 81%
1500 - 1600 $4.40 473 2,440 72%$3.70 554 2,939 86%$4.45 521 2,811 83%$5.95 505 2,920 86%$10.25 620 2,968 87%
1600 - 1700 $5.55 479 2,788 82%$7.80 534 3,106 91%$8.30 521 2,896 85%$9.95 518 2,908 86%$9.35 508 2,995 88%
1700 - 1800 $5.35 442 2,688 79%$7.25 513 3,179 94%$8.50 489 2,868 84%$9.80 477 2,796 82%$8.00 518 2,940 86%
1800 - 1900 $4.40 533 2,648 78%$3.60 547 3,137 92%$3.60 587 2,969 87%$4.90 642 3,078 91%$5.30 538 2,675 79%
1900 - 2000 $3.10 333 1,510 44%$3.10 352 1,766 52%$3.10 366 1,850 54%$4.50 393 2,057 61%$4.95 470 2,039 60%
PM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
1400 - 1500 $4.10 219 1,586 47%$4.10 229 1,788 53%$4.10 294 1,914 56%$4.20 353 1,773 52%$3.10 417 2,835 83%
1500 - 1600 $4.40 474 2,605 77%$3.70 479 2,835 83%$4.45 545 2,836 83%$5.95 567 2,609 77%$10.25 653 2,992 88%
1600 - 1700 $5.55 455 2,745 81%$7.80 495 2,923 86%$8.30 540 2,988 88%$9.95 519 2,720 80%$9.35 564 3,113 92%
1700 - 1800 $5.35 485 2,815 83%$7.25 598 2,922 86%$8.50 555 2,904 85%$9.80 514 2,444 72%$8.00 573 2,943 87%
1800 - 1900 $4.40 533 2,466 73%$3.60 624 2,899 85%$3.60 602 3,078 91%$4.90 538 2,423 71%$5.30 607 2,544 75%
1900 - 2000 $3.10 275 1,312 39%$3.10 364 1,818 53%$3.10 487 2,470 73%$4.50 425 1,624 48%$4.95 501 1,889 56%
PM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
1400 - 1500 $4.10 227 1,604 47%$4.10 236 1,726 51%$4.10 277 1,810 53%$4.20 254 2,031 60%$3.10 373 2,889 85%
1500 - 1600 $4.40 523 2,570 76%$3.70 471 2,764 81%$4.45 502 2,827 83%$5.95 511 2,890 85%$10.25 610 2,876 85%
1600 - 1700 $5.55 473 2,739 81%$7.80 495 2,983 88%$8.30 522 3,014 89%$9.95 369 2,282 67%$9.35 549 2,970 87%
1700 - 1800 $5.35 519 2,845 84%$7.25 529 2,860 84%$8.50 530 2,903 85%$9.80 556 3,002 88%$8.00 536 2,830 83%
1800 - 1900 $4.40 549 2,652 78%$3.60 589 2,996 88%$3.60 614 3,042 89%$4.90 593 3,043 90%$5.30 599 2,633 77%
1900 - 2000 $3.10 322 1,362 40%$3.10 362 1,770 52%$3.10 346 1,696 50%$4.50 499 2,846 84%$4.95 458 1,892 56%
PM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
1400 - 1500 $4.10 333 1,749 51%$4.10 330 1,969 58%$5.90 542 2,813 83%$4.20 478 1,442 42%$3.95 278 971 29%
1500 - 1600 $4.40 528 2,578 76%$3.70 584 2,914 86%$6.85 579 2,960 87%$3.95 442 1,149 34%$3.95 373 1,198 35%
1600 - 1700 $5.55 537 2,686 79%$7.80 645 2,993 88%$6.85 442 2,210 65%$3.95 400 953 28%$3.95 343 1,068 31%
1700 - 1800 $5.35 573 2,902 85%$7.25 508 2,486 73%$6.85 593 2,673 79%$3.95 577 1,241 37%$3.95 317 1,010 30%
1800 - 1900 $4.40 564 2,526 74%$3.60 640 2,919 86%$4.90 513 2,030 60%$4.20 669 1,379 41%$3.95 304 877 26%
1900 - 2000 $3.10 397 1,419 42%$3.10 541 2,326 68%$4.65 395 1,516 45%$4.20 766 1,461 43%$3.95 275 636 19%
PM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
1400 - 1500 $4.10 210 1,544 45%$4.10 229 1,702 50%
1500 - 1600 $4.40 480 2,542 75%$3.70 485 2,703 80%
1600 - 1700 $5.55 458 2,791 82%$7.80 477 2,892 85%
1700 - 1800 $5.35 512 2,777 82%$7.25 525 2,827 83%
1800 - 1900 $4.40 514 2,539 75%$3.60 515 2,366 70%
1900 - 2000 $3.10 293 1,323 39%$3.10 433 2,176 64%
Monday Tuesday Wednesday Thursday 11/26/1011/22/10 11/23/10 11/24/10 11/25/10 Friday
Monday Tuesday Wednesday Thursday 11/19/1011/15/10 11/16/10 11/17/10 11/18/10 Friday
11/10/10 11/11/10 FridayMonday Tuesday Wednesday Thursday 11/12/1011/08/10 11/09/10
11/05/1011/01/10 11/02/10 11/03/10 11/04/10 FridayMonday Tuesday Wednesday Thursday
Monday 11/29/10 Tuesday 11/30/10 Wednesday 12/01/10 Thursday 12/02/10 Friday 12/03/10
6
. . . . . . . . .
WESTBOUND PEAK-HOUR VOLUMES
AM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
0400 - 0500 $2.40 197 549 16%$2.40 250 560 16%$2.40 241 537 16%$2.40 242 570 17%$2.40 216 521 15%
0500 - 0600 $3.95 514 1,763 52%$3.95 534 1,743 51%$3.95 515 1,778 52%$3.95 541 1,746 51%$3.80 486 1,657 49%
0600 - 0700 $4.10 587 2,358 69%$4.10 586 2,286 67%$4.10 619 2,338 69%$4.10 637 2,430 71%$3.95 551 2,165 64%
0700 - 0800 $4.55 426 2,155 63%$4.55 475 2,324 68%$4.55 399 1,814 53%$4.55 496 2,250 66%$4.40 432 2,007 59%
0800 - 0900 $4.10 223 1,717 51%$4.10 234 1,882 55%$4.10 284 2,106 62%$4.10 224 1,704 50%$3.95 214 1,426 42%
0900 - 1000 $3.25 144 1,219 36%$3.25 188 1,451 43%$3.25 191 1,807 53%$3.25 149 1,059 31%$3.25 209 1,700 50%
AM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
0400 - 0500 $2.40 180 532 16%$2.40 233 574 17%$2.40 225 597 18%$2.40 195 462 14%$2.40 199 462 14%
0500 - 0600 $3.95 447 1,528 45%$3.95 457 1,585 47%$3.95 534 1,853 55%$3.95 449 1,517 45%$3.80 447 1,592 47%
0600 - 0700 $4.10 525 2,385 70%$4.10 120 466 14%$4.10 446 1,693 50%$4.10 408 1,745 51%$3.95 468 2,108 62%
0700 - 0800 $4.55 483 2,349 69%$4.55 371 1,938 57%$4.55 524 2,307 68%$4.55 255 1,140 34%$4.40 359 1,622 48%
0800 - 0900 $4.10 223 2,056 60%$4.10 224 1,999 59%$4.10 256 2,126 63%$4.10 263 1,182 35%$3.95 259 1,204 35%
0900 - 1000 $3.25 182 1,709 50%$3.25 155 1,450 43%$3.25 210 1,787 53%$3.25 314 1,290 38%$3.25 303 1,164 34%
AM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
0400 - 0500 $2.40 216 577 17%$2.40 233 538 16%$2.40 257 595 18%$2.40 247 589 17%$2.40 226 555 16%
0500 - 0600 $3.95 505 1,780 52%$3.95 389 1,230 36%$3.95 520 1,864 55%$3.95 518 1,805 53%$3.80 465 1,621 48%
0600 - 0700 $4.10 644 2,441 72%$4.10 517 1,941 57%$4.10 579 2,364 70%$4.10 589 2,376 70%$3.95 551 2,247 66%
0700 - 0800 $4.55 456 2,159 64%$4.55 580 2,577 76%$4.55 483 2,295 68%$4.55 483 2,441 72%$4.40 400 1,859 55%
0800 - 0900 $4.10 227 1,730 51%$4.10 257 2,076 61%$4.10 197 1,871 55%$4.10 236 1,921 57%$3.95 258 1,560 46%
0900 - 1000 $3.25 189 1,477 43%$3.25 199 1,660 49%$3.25 193 1,255 37%$3.25 164 1,364 40%$3.25 191 1,124 33%
AM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
0400 - 0500 $2.40 208 548 16%$2.40 219 509 15%$2.40 220 484 14%$1.30 13 28 1%$1.30 36 106 3%
0500 - 0600 $3.95 511 1,711 50%$3.95 461 1,505 44%$4.10 472 1,568 46%$1.30 24 52 2%$1.30 90 257 8%
0600 - 0700 $4.10 517 2,197 65%$4.10 499 1,996 59%$4.20 413 1,821 54%$1.30 26 62 2%$2.05 86 293 9%
0700 - 0800 $4.55 390 1,972 58%$4.55 419 2,015 59%$4.65 283 1,172 34%$1.30 42 106 3%$2.40 83 324 10%
0800 - 0900 $4.10 264 1,369 40%$4.10 271 1,419 42%$4.65 228 1,063 31%$1.30 92 232 7%$2.40 109 382 11%
0900 - 1000 $3.25 272 1,213 36%$3.25 280 1,276 38%$4.20 232 969 29%$2.05 219 482 14%$3.10 192 539 16%
AM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
0400 - 0500 $2.40 215 579 17%$2.40 257 590 17%
0500 - 0600 $3.95 528 1,791 53%$3.95 516 1,770 52%
0600 - 0700 $4.10 548 2,349 69%$4.10 574 2,400 71%
0700 - 0800 $4.55 447 2,089 61%$4.55 433 2,106 62%
0800 - 0900 $4.10 219 1,507 44%$4.10 222 1,836 54%
0900 - 1000 $3.25 174 1,160 34%$3.25 194 1,364 40%
11/18/10
11/25/10Monday Tuesday Wednesday Thursday 11/22/10 11/23/10 11/24/10
11/11/10
11/05/1011/04/10
Monday Tuesday Wednesday Thursday11/15/10 11/16/10 11/17/10
Monday Tuesday Wednesday Thursday11/08/10 11/09/10 11/10/10
Monday Tuesday Wednesday Thursday11/01/10 11/02/10 11/03/10
11/19/10
Monday 11/29/10 Tuesday 11/30/10 Wednesday 12/01/10 Thursday 12/02/10
Friday
Friday 12/03/10
Friday
11/12/10Friday
11/26/10Friday
7
. . . . . . . . .
Transponder Distribution Status
At the end of November 2010, the 91 Express Lanes had 113,861 active customer accounts,
with 170,465 transponders assigned to those accounts.
TRANSPONDER INVENTORY STATUS Internal External Total
Available for Distribution:5,568 173 5,741
Customer-Returned Tag Classification
1. Under Warranty - will Return to Sirit:0
2. Out of Warranty - will Destroy:4,070
3. Not yet Classified:520
10,331
170,465
TRANSPONDERS ON-HAND:
Total Transponders On-hand:
Transponders Currently Assigned to Accounts:
November 2010
Number of Accounts by Fiscal Year
As of November 30, 2010
8
. . . . . . . . .
Operational Highlights
On-road Operations
Customer Assistance Specialists (CAS) responded to 109 calls during November. The CAS
team received 49 calls to assist disabled vehicles, 19 calls to remove debris and conducted 26
assists or traffic breaks. There were 12 accidents in the Express Lanes and 3 accident in the
general-purpose lanes the CAS provided assistance to.
Electronic Toll and Traffic Management System Project Update
An agreement with Sirit Inc. (Sirit) was executed in March 2010 for the upgrade of the 91 Express
Lanes’ Electronic Toll and Traffic Management system. As of November, the installation of the
in-lane equipment has been successfully completed for all the lanes. Sirit is currently working on
updating the system documentation, user’s manuals and as-builts and completing the punch-list
items. It is estimated this project should be completed by the end of the calendar year.
9
. . . . . . . . .
Financial Highlights
91 Express Lanes
Operating Statement
Description Actual Budget Dollar $Percent (%)
Operating revenues:
Toll revenue 14,700,798.02 14,738,173.00$ (37,374.98)$ (0.3)
Fee revenue 3,152,175.88 2,152,489.00 999,686.88 46.4
Total operating revenues 17,852,973.90 16,890,662.00 962,311.90 5.7
Operating expenses:
Contracted services 2,648,577.50 2,853,424.00 204,846.50 7.2
Administrative fee 818,607.95 919,435.00 100,827.05 11.0
Other professional services 164,173.47 5,807,170.00 5,642,996.53 97.2
Credit card processing fees 456,164.28 483,753.00 27,588.72 5.7
Toll road account servicing 114,736.39 439,191.00 324,454.61 73.9
Other insurance expense 144,036.35 104,000.00 (40,036.35) (38.5)
Toll road maintenance supply repairs 86,181.98 224,640.00 138,458.02 61.6
Patrol services 152,129.83 208,000.00 55,870.17 26.9
Building equipment repairs and maint 230,517.51 440,960.00 210,442.49 47.7
Other services 9,665.46 54,496.00 44,830.54 82.3
Advertising fees - - - N/A
Utilities 6,639.74 7,488.00 848.26 11.3
Office expense 76,644.88 50,130.00 (26,514.88) (52.9)
Bad debt expense 123.22 - (123.22) N/A
Miscellaneous 71,770.46 120,153.00 48,382.54 40.3
Leases 166,680.27 176,800.00 10,119.73 5.7
Property taxes - - - N/A
Total operating expenses 5,146,649.29 11,889,640.00 2,756,822.35 23.2
Depreciation and amortization 3,986,168.36 - (3,986,168.36) N/A
Operating income (loss)8,720,156.25 5,001,022.00 3,719,134.25 74.4
Nonoperating revenues (expenses):
Interest income 400,554.12 414,151.00 (13,596.88) (3.3)
Interest expense (5,137,744.86) (5,097,116.00) (40,628.86) (0.8)
Other 144,626.50 4,638.00 139,988.50 3,018.3
Total nonoperating revenues (expenses)(4,592,564.24) (4,678,327.00) 85,762.76 1.8
Transfers in - - - N/A
Transfers out (69,765.58) - (69,765.58) N/A
Net income (loss)4,057,826.43$ 322,695.00$ 3,735,131.43$ 1,157.5
¹Actual amounts are accounted for on the accrual basis of accounting in an enterprise fund. Budget amounts are
accounted for on a modified accrual basis of accounting.
²Miscellaneous expenses include: Bond Insurance Costs, Bank Service Charge, Transponder Materials.
³Depreciation and amortization are not budgeted items.
YTD as of November 30, 2010 YTD Variance
Capital Asset Activity
During the five months ending November 30, 2010, capital asset activities included approximately
$392,988 in leasehold improvement, $1,137,183 for the ETTM upgrade, $11,250 for computer
hardware equipment and $221,374 for the purchase of transponders.
ORANGE COUNTY TRANSPORTATION AUTHORITY
91 Express Lanes Monthly Status Reports
Attachment E
ATTACHMENT E
Orange County Transportation Authority
SSttaattuuss RReeppoorrtt
DDeecceemmbbeerr 22001100
As of December 31, 2010
2
. . . . . . . . .
Operations Overview
Traffic and Revenue Statistics
Total traffic volume on the 91 Express Lanes for December 2010 was 1,044,027. This
represents a daily average of 33,678. This is a 1.3% decrease in total traffic volume from the
same period last year when traffic levels totaled 1,057,659. The decrease can be attributable to
the multiple closures for the SR-91 Eastbound Lane Addition project. In December, the 91
Express Lanes were closed six times due to the project. Potential toll revenue for the month was
$3,055,211 which represents a decrease of 2% from the prior year’s total of $3,117,178. Carpool
percentage for the month was 24.9% as compared to the previous year’s rate of 24.2%. Average
revenue per trip is $2.93 or 1% above Stantec’s projections.
Month-to-date traffic and revenue data are summarized in the table below. The following trip and
revenue statistics tables represent all trips taken on the 91 Express Lanes and associated
potential revenue for the month of December 2010.
Current Month-to-Date (MTD) as of December 31, 2010
(FY 2010-11 data is for the corresponding month in that fiscal year)
3
. . . . . . . . .
The 2011 fiscal year-to-date (YTD) traffic volume is 1.3 % higher than the same period last year.
The 2011 fiscal year-to-date revenue is 1% higher than for the same period last year. Year-to-
date average revenue per-trip is $2.97 or 0.3% lower than projected by Stantec.
Fiscal year-to-date traffic and revenue data are summarized in the table below. The following trip
and revenue statistics tables represent all trips taken on the 91 Express Lanes and associated
potential revenue for the months of July 2010 through December 2010.
Fiscal Year (FY) 2010-11 to Date as of December 31, 2010
(FY 2010-11 data is for the period July 1, 2010 through December 31, 2010; FY 2009-10 data is for the corresponding period in that fiscal year.)
4
. . . . . . . . .
Traffic and Revenue Summary
The chart below reflects the total trips breakdown between Full Toll trips and HOV3+ trips for
FY 2010-11 on a monthly basis.
The chart below reflects the gross potential revenue breakdown between Full Toll trips and
HOV3+ trips for FY 2010-11 on a monthly basis.
5
. . . . . . . . .
None of the peak traffic hour in the eastbound direction reached or exceeded 90% or more of
defined capacity during the month of December 2010. As demonstrated on the next chart,
westbound peak hour traffic volumes top out at 72% of defined capacity.
EASTBOUND PEAK-HOUR VOLUMES
PM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
1400 - 1500 $4.10 229 1,732 51%$4.20 234 1,968 58%$3.10 367 2,622 77%
1500 - 1600 $4.45 496 2,747 81%$5.95 518 2,901 85%$10.25 586 2,858 84%
1600 - 1700 $8.30 492 2,851 84%$9.95 495 2,859 84%$9.35 498 2,858 84%
1700 - 1800 $8.50 568 3,001 88%$9.80 564 2,953 87%$8.00 529 2,689 79%
1800 - 1900 $3.60 597 2,945 87%$4.90 559 2,933 86%$5.30 544 2,428 71%
1900 - 2000 $3.10 350 1,770 52%$4.50 366 1,756 52%$4.95 387 1,560 46%
PM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
1400 - 1500 $4.10 215 1,520 45%$4.10 204 1,486 44%$4.10 232 1,715 50%$4.20 213 1,864 55%$3.10 398 2,784 82%
1500 - 1600 $4.40 484 2,481 73%$3.70 452 2,730 80%$4.45 519 2,656 78%$5.95 525 2,788 82%$10.25 579 2,848 84%
1600 - 1700 $5.55 460 2,640 78%$7.80 516 2,931 86%$8.30 531 2,912 86%$9.95 521 2,910 86%$9.35 528 2,884 85%
1700 - 1800 $5.35 476 2,685 79%$7.25 554 2,780 82%$8.50 517 2,696 79%$9.80 545 2,745 81%$8.00 559 2,763 81%
1800 - 1900 $4.40 523 2,532 74%$3.60 570 2,851 84%$3.60 578 2,861 84%$4.90 535 2,641 78%$5.30 537 2,319 68%
1900 - 2000 $3.10 284 1,310 39%$3.10 355 1,661 49%$3.10 378 1,743 51%$4.50 408 1,898 56%$4.95 393 1,639 48%
PM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
1400 - 1500 $4.10 224 1,517 45%$4.10 231 1,716 50%$4.10 261 1,729 51%$4.20 247 1,812 53%$3.10 356 2,749 81%
1500 - 1600 $4.40 478 2,541 75%$3.70 469 2,601 77%$4.45 521 2,781 82%$5.95 459 2,768 81%$10.25 612 2,805 83%
1600 - 1700 $5.55 514 2,741 81%$7.80 532 2,970 87%$8.30 541 2,860 84%$9.95 482 2,664 78%$9.35 459 2,391 70%
1700 - 1800 $5.35 512 2,772 82%$7.25 558 2,735 80%$8.50 540 2,764 81%$9.80 507 2,761 81%$8.00 524 2,731 80%
1800 - 1900 $4.40 570 2,605 77%$3.60 584 2,882 85%$3.60 541 2,732 80%$4.90 528 2,515 74%$5.30 550 2,487 73%
1900 - 2000 $3.10 352 1,421 42%$3.10 381 1,813 53%$3.10 326 1,506 44%$4.50 365 1,629 48%$4.95 419 1,739 51%
PM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
1400 - 1500 $4.10 324 1,813 53%$4.10 293 1,695 50%$4.10 327 2,097 62%$3.10 486 2,950 87%$4.90 579 1,835 54%
1500 - 1600 $4.40 464 2,402 71%$3.70 415 2,377 70%$4.45 429 2,369 70%$10.25 553 2,778 82%$4.90 578 1,806 53%
1600 - 1700 $5.55 524 2,548 75%$7.80 462 2,370 70%$8.30 457 2,288 67%$9.35 486 2,441 72%$4.90 547 1,557 46%
1700 - 1800 $5.35 492 2,560 75%$7.25 499 2,462 72%$8.50 441 2,191 64%$8.00 636 2,698 79%$4.90 549 1,448 43%
1800 - 1900 $4.40 525 2,512 74%$3.60 447 2,309 68%$3.60 441 2,048 60%$5.30 550 2,386 70%$4.90 478 1,152 34%
1900 - 2000 $3.10 341 1,494 44%$3.10 317 1,412 42%$3.10 261 1,221 36%$4.95 405 1,526 45%$4.90 429 1,046 31%
PM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
1400 - 1500 $4.10 323 1,429 42%$4.10 358 1,789 53%$4.10 335 2,092 62%$3.10 501 2,588 76%$4.10 334 1,369 40%
1500 - 1600 $4.40 461 2,125 63%$3.70 518 2,459 72%$4.45 440 2,595 76%$10.25 546 2,553 75%$4.10 368 1,275 38%
1600 - 1700 $5.55 455 2,113 62%$7.80 479 2,268 67%$8.30 449 2,484 73%$9.35 537 2,466 73%$4.10 358 1,258 37%
1700 - 1800 $5.35 467 2,101 62%$7.25 551 2,372 70%$8.50 479 2,549 75%$8.00 537 2,256 66%$4.10 377 1,175 35%
1800 - 1900 $4.40 409 1,564 46%$3.60 503 2,109 62%$3.60 450 2,231 66%$5.30 500 1,965 58%$4.10 337 958 28%
1900 - 2000 $3.10 334 1,008 30%$3.10 334 1,198 35%$3.10 300 1,193 35%$4.95 406 1,381 41%$3.75 335 906 27%
Friday 12/31/10Wednesday 12/29/10 Thursday 12/30/10Monday 12/27/10 Tuesday 12/28/10
Monday Tuesday Wednesday Thursday 12/03/1011/29/10 11/30/10 12/01/10 12/02/10 Friday
12/10/1012/06/10 12/07/10 12/08/10 12/09/10 FridayMonday Tuesday Wednesday Thursday
12/17/1012/13/10 12/14/10 12/15/10 12/16/10 FridayMonday Tuesday Wednesday Thursday
12/24/1012/20/10 12/21/10 12/22/10 12/23/10 Friday Monday Tuesday Wednesday Thursday
6
. . . . . . . . .
WESTBOUND PEAK-HOUR VOLUMES
AM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
0400 - 0500 $2.40 230 572 17%$2.40 249 573 17%$2.40 205 500 15%
0500 - 0600 $3.95 517 1,733 51%$3.95 483 1,708 50%$3.80 479 1,710 50%
0600 - 0700 $4.10 568 2,356 69%$4.10 611 2,423 71%$3.95 527 2,234 66%
0700 - 0800 $4.55 442 2,150 63%$4.55 453 2,191 64%$4.40 446 2,086 61%
0800 - 0900 $4.10 232 1,782 52%$4.10 222 1,788 53%$3.95 240 1,369 40%
0900 - 1000 $3.25 158 1,178 35%$3.25 182 1,333 39%$3.25 178 1,119 33%
AM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
0400 - 0500 $2.40 213 600 18%$2.40 226 539 16%$2.40 238 535 16%$2.40 235 533 16%$2.40 234 544 16%
0500 - 0600 $3.95 456 1,683 50%$3.95 517 1,798 53%$3.95 507 1,780 52%$3.95 511 1,763 52%$3.80 450 1,650 49%
0600 - 0700 $4.10 545 2,394 70%$4.10 586 2,382 70%$4.10 629 2,449 72%$4.10 600 2,330 69%$3.95 561 2,140 63%
0700 - 0800 $4.55 493 2,398 71%$4.55 467 2,204 65%$4.55 375 1,594 47%$4.55 452 2,184 64%$4.40 439 1,876 55%
0800 - 0900 $4.10 240 1,757 52%$4.10 241 1,758 52%$4.10 269 1,885 55%$4.10 230 1,792 53%$3.95 215 1,269 37%
0900 - 1000 $3.25 178 1,259 37%$3.25 173 1,275 38%$3.25 222 1,838 54%$3.25 196 1,342 39%$3.25 156 1,109 33%
AM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
0400 - 0500 $2.40 232 567 17%$2.40 231 548 16%$2.40 243 563 17%$2.40 237 579 17%$2.40 181 465 14%
0500 - 0600 $3.95 512 1,909 56%$3.95 508 1,725 51%$3.95 504 1,801 53%$3.95 449 1,726 51%$3.80 436 1,565 46%
0600 - 0700 $4.10 596 2,378 70%$4.10 588 2,352 69%$4.10 611 2,371 70%$4.10 537 2,241 66%$3.95 477 1,909 56%
0700 - 0800 $4.55 470 2,169 64%$4.55 459 2,132 63%$4.55 439 2,162 64%$4.55 449 2,272 67%$4.40 350 1,546 45%
0800 - 0900 $4.10 242 1,623 48%$4.10 239 1,727 51%$4.10 217 1,567 46%$4.10 227 1,806 53%$3.95 153 1,220 36%
0900 - 1000 $3.25 187 1,173 35%$3.25 209 1,557 46%$3.25 195 1,370 40%$3.25 152 1,248 37%$3.25 158 1,121 33%
AM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
0400 - 0500 $2.40 212 537 16%$2.40 173 480 14%$2.40 139 438 13%$2.40 172 441 13%$1.30 21 56 2%
0500 - 0600 $3.95 458 1,682 49%$3.95 448 1,471 43%$3.95 304 928 27%$3.80 355 1,260 37%$1.30 64 212 6%
0600 - 0700 $4.10 386 1,603 47%$4.10 434 1,793 53%$4.10 444 1,698 50%$3.95 315 1,353 40%$1.30 84 309 9%
0700 - 0800 $4.55 277 1,352 40%$4.55 306 1,626 48%$4.55 303 1,474 43%$4.40 276 1,177 35%$1.30 93 320 9%
0800 - 0900 $4.10 206 1,189 35%$4.10 234 1,358 40%$4.10 246 1,410 41%$3.95 226 1,128 33%$2.40 109 402 12%
0900 - 1000 $3.25 198 1,128 33%$3.25 210 1,252 37%$3.25 222 1,509 44%$3.25 240 1,195 35%$2.50 169 517 15%
AM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
0400 - 0500 $2.40 125 361 11%$2.40 148 377 11%$2.40 152 373 11%$2.40 122 298 9%$1.30 48 111 3%
0500 - 0600 $3.95 364 1,202 35%$3.95 411 1,315 39%$3.95 342 1,186 35%$3.80 315 1,070 31%$1.30 89 277 8%
0600 - 0700 $4.10 276 1,087 32%$4.10 312 1,237 36%$4.10 338 1,266 37%$3.95 303 1,050 31%$1.30 117 355 10%
0700 - 0800 $4.55 246 950 28%$4.55 255 1,134 33%$4.55 257 1,134 33%$4.40 243 1,031 30%$1.30 92 311 9%
0800 - 0900 $4.10 180 898 26%$4.10 255 1,130 33%$4.10 181 1,070 31%$3.95 177 895 26%$1.30 109 413 12%
0900 - 1000 $3.25 229 924 27%$3.25 284 1,066 31%$3.25 216 1,122 33%$3.25 265 1,042 31%$2.40 169 518 15%
Friday 12/31/10
Friday
12/10/10Friday
12/24/10Friday
12/17/10
Monday 12/27/10 Tuesday 12/28/10 Wednesday 12/29/10 Thursday 12/30/10
Friday
Monday Tuesday Wednesday Thursday11/29/10 11/30/10 12/01/10
Monday Tuesday Wednesday Thursday12/06/10 12/07/10 12/08/10 12/09/10
12/03/1012/02/10
Monday Tuesday Wednesday Thursday12/13/10 12/14/10 12/15/10 12/16/10
12/23/10Monday Tuesday Wednesday Thursday 12/20/10 12/21/10 12/22/10
7
. . . . . . . . .
Transponder Distribution Status
Tags % of Total Tags % of Total
Issued
To New Accounts 594 29.0%678 32.5%923 30.5%
Additional Tags to Existing Accounts 311 15.2%288 13.8%475 15.7%
Replacement Transponders 1,145 55.9%1,119 53.7%1,632 53.9%
Total Issued 2,050 2,085 3,030
Returned
Account Closures 435 28.2%549 31.3%692 29.1%
Accounts Downsizing 131 8.5%123 7.0%200 8.4%
Defective Transponders 976 63.3%1,082 61.7%1,483 62.5%
Total Returned 1,542 1,754 2,374
December-10 November-10
Average To-Date
FY 2010-11TRANSPONDER DISTRIBUTION
At the end of December 2010, the 91 Express Lanes had 113,629 active customer accounts,
with 170,263 transponders assigned to those accounts.
Number of Accounts by Fiscal Year
As of December 31, 2010
8
. . . . . . . . .
Operational Highlights
On-road Operations
Customer Assistance Specialists (CAS) responded to 156 calls during December. The CAS
team received 80 calls to assist disabled vehicles, 18 calls to remove debris and conducted 36
assists or traffic breaks. There were 21 accidents in the Express Lanes and 1 accident in the
general-purpose lanes the CAS provided assistance to.
Electronic Toll and Traffic Management System Project Update
An agreement with Sirit Inc. (Sirit) was executed in March 2010 for the upgrade of the 91 Express
Lanes’ Electronic Toll and Traffic Management system. As of December, removal of the old
ETTM equipment took place. In addition, Sirit completed the system documentation, user’s
manuals and as-builts and is working on completing the punch-list items. It is estimated final
acceptance will occur at the end of January.
9
. . . . . . . . .
Financial Highlights
Capital Asset Activity
During the six months ending December 31, 2010, capital asset activities included approximately
$392,988 in leasehold improvement, $1,227,112 for the ETTM upgrade, $11,250 for computer
hardware equipment and $329,615 for the purchase of transponders.
ORANGE COUNTY TRANSPORTATION AUTHORITY
91 Express Lanes Monthly Status Reports
Attachment F
ATTACHMENT F
F Orange County Transportation Authority
SSttaattuuss RReeppoorrtt
JJaannuuaarryy 22001111
As of January 31, 2011
2
. . . . . . . . .
Operations Overview
Traffic and Revenue Statistics
Total traffic volume on the 91 Express Lanes for January 2011 was 932,482. This represents a
daily average of 30,080. This is a 4.2% decrease in total traffic volume from the same period last
year when traffic levels totaled 973,118. Potential toll revenue for the month was $2,770,644
which represents a decrease of 5.6% from the prior year’s total of $2,935,766. Carpool
percentage for the month was 23.93% as compared to the previous year’s rate of 22.95%.
Average revenue per trip is $2.97 or 1% above Stantec’s projections.
Month-to-date traffic and revenue data are summarized in the table below. The following trip and
revenue statistics tables represent all trips taken on the 91 Express Lanes and associated
potential revenue for the month of January 2011.
Current Month-to-Date (MTD) as of January 31, 2011
(FY 2010-11 data is for the corresponding month in that fiscal year)
Trips
Jan-11
MTD
Actual
Stantec
MTD
Projected
#
Variance
%
Variance
Jan-10
MTD
Actual
Yr-to-Yr
%
Variance
Full Toll Lanes 709,363 812,829 (103,466)(12.7%)749,772 (5.4%)
3+ Lanes 223,119 251,985 (28,866)(11.5%)223,346 (0.1%)
Total Gross Trips 932,482 1,064,814 (132,332)(12.4%)973,118 (4.2%)
Revenue
Full Toll Lanes $2,689,014 $3,046,594 ($357,580)(11.7%)$2,857,793 (5.9%)
3+ Lanes $81,630 $82,808 ($1,178)(1.4%)$77,972 4.7%
Total Gross Revenue $2,770,644 $3,129,403 ($358,758)(11.5%)$2,935,766 (5.6%)
Average Revenue per Trip
Average Full Toll Lanes $3.79 $3.75 $0.04 1.1%$3.81 (0.5%)
Average 3+ Lanes $0.37 $0.33 $0.04 12.1%$0.35 5.7%
Average Revenue Per Trip $2.97 $2.94 $0.03 1.0%$3.02 (1.7%)
3
. . . . . . . . .
The 2011 fiscal year-to-date (YTD) traffic volume is 0.5 % higher than the same period last year.
The 2011 fiscal year-to-date revenue is 0.1% higher than for the same period last year. Year-to-
date average revenue per-trip is $2.97 or 0.3% lower than projected by Stantec.
Fiscal year-to-date traffic and revenue data are summarized in the table below. The following trip
and revenue statistics tables represent all trips taken on the 91 Express Lanes and associated
potential revenue for the months of July 2010 through January 2011.
Fiscal Year (FY) 2010-11 to Date as of January 31, 2011
(FY 2010-11 data is for the period July 1, 2010 through January 31, 2011; FY 2009-10 data is for the corresponding period in that fiscal year.)
Trips
FY 2010-11
YTD
Actual
Stantec
YTD
Projected
#
Variance
%
Variance
FY 2009-10
YTD
Actual
Yr-to-Yr
%
Variance
Full Toll Lanes 5,490,872 6,178,357 (687,485)(11.1%)5,493,463 (0.0%)
3+ Lanes 1,738,112 1,868,457 (130,345)(7.0%)1,698,069 2.4%
Total Gross Trips 7,228,984 8,046,814 (817,830)(10.2%)7,191,532 0.5%
Revenue
Full Toll Lanes $20,857,681 $23,322,813 ($2,465,132)(10.6%)$20,879,352 (0.1%)
3+ Lanes $591,695 $642,517 ($50,822)(7.9%)$555,931 6.4%
Total Gross Revenue $21,449,376 $23,965,330 ($2,515,954)(10.5%)$21,435,283 0.1%
Average Revenue per Trip
Average Full Toll Lanes $3.80 $3.77 $0.03 0.8%$3.80 0.0%
Average 3+ Lanes $0.34 $0.34 $0.00 0.0%$0.33 3.0%
Average Gross Revenue $2.97 $2.98 ($0.01)(0.3%)$2.98 (0.3%)
4
. . . . . . . . .
Traffic and Revenue Summary
The chart below reflects the total trips breakdown between Full Toll trips and HOV3+ trips for
FY 2010-11 on a monthly basis.
The chart below reflects the gross potential revenue breakdown between Full Toll trips and
HOV3+ trips for FY 2010-11 on a monthly basis.
5
. . . . . . . . .
None of the peak traffic hour in the eastbound direction reached or exceeded 90% or more of
defined capacity during the month of January 2011. As demonstrated on the next chart,
westbound peak hour traffic volumes top out at 69% of defined capacity.
EASTBOUND PEAK-HOUR VOLUMES
PM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
1400 - 1500 $4.10 196 1,210 36%$4.10 229 1,499 44%$4.10 251 1,535 45%$4.20 254 1,763 52%$3.10 374 2,386 70%
1500 - 1600 $4.40 393 1,861 55%$3.70 477 2,488 73%$4.45 505 2,450 72%$5.95 510 2,689 79%$10.25 532 2,624 77%
1600 - 1700 $5.55 393 2,104 62%$7.80 502 2,511 74%$8.30 523 2,627 77%$9.95 564 2,699 79%$9.35 530 2,793 82%
1700 - 1800 $4.85 398 2,169 64%$7.25 529 2,563 75%$8.50 522 2,377 70%$9.80 581 2,582 76%$8.00 511 2,618 77%
1800 - 1900 $4.40 369 1,599 47%$3.60 577 2,550 75%$3.60 587 2,796 82%$4.90 606 2,619 77%$5.30 495 2,225 65%
1900 - 2000 $3.10 226 904 27%$3.10 346 1,365 40%$3.10 185 772 23%$4.50 385 1,503 44%$4.95 394 1,549 46%
PM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
1400 - 1500 $4.10 208 1,559 46%$4.10 212 1,530 45%$4.10 243 1,559 46%$4.20 243 1,793 53%$3.10 381 2,571 76%
1500 - 1600 $4.40 444 2,316 68%$3.70 453 2,535 75%$4.45 467 2,485 73%$5.95 488 2,551 75%$10.25 608 2,751 81%
1600 - 1700 $5.55 479 2,676 79%$7.80 490 2,648 78%$8.30 491 2,633 77%$9.95 479 2,623 77%$9.35 554 2,907 86%
1700 - 1800 $4.85 514 2,791 82%$7.25 489 2,473 73%$8.50 483 2,545 75%$9.80 426 2,216 65%$8.00 532 2,782 82%
1800 - 1900 $4.40 502 2,438 72%$3.60 539 2,603 77%$3.60 526 2,537 75%$4.90 641 2,912 86%$5.30 521 2,459 72%
1900 - 2000 $3.10 291 1,273 37%$3.10 261 1,269 37%$3.10 318 1,459 43%$4.50 343 1,593 47%$4.95 474 1,877 55%
PM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
1400 - 1500 $4.10 348 1,521 45%$4.10 213 1,554 46%$4.10 231 1,625 48%$4.20 218 1,792 53%$3.10 338 2,449 72%
1500 - 1600 $4.40 500 2,183 64%$3.70 477 2,574 76%$4.45 487 2,597 76%$5.95 470 2,680 79%$10.25 590 2,722 80%
1600 - 1700 $5.55 471 2,168 64%$7.80 478 2,636 78%$8.30 489 2,660 78%$9.95 500 2,748 81%$9.35 523 2,786 82%
1700 - 1800 $4.85 459 2,312 68%$7.25 506 2,683 79%$8.50 472 2,538 75%$9.80 500 2,582 76%$8.00 479 2,644 78%
1800 - 1900 $4.40 528 1,922 57%$3.60 515 2,492 73%$3.60 550 2,564 75%$4.90 512 2,644 78%$5.30 541 2,299 68%
1900 - 2000 $3.10 372 1,039 31%$3.10 315 1,431 42%$3.10 333 1,430 42%$4.50 356 1,711 50%$4.95 402 1,581 47%
PM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
1400 - 1500 $4.10 226 1,437 42%$4.10 247 1,522 45%$4.10 242 1,639 48%$4.20 230 1,717 51%$3.10 248 1,531 45%
1500 - 1600 $4.40 447 2,392 70%$3.70 488 2,642 78%$4.45 455 2,558 75%$5.95 493 2,741 81%$10.25 607 2,902 85%
1600 - 1700 $5.55 445 2,434 72%$7.80 462 2,655 78%$8.30 494 2,691 79%$9.95 523 2,664 78%$9.35 506 2,873 85%
1700 - 1800 $4.85 446 2,525 74%$7.25 508 2,661 78%$8.50 547 3,042 89%$9.80 510 2,631 77%$8.00 477 2,622 77%
1800 - 1900 $4.40 506 2,386 70%$3.60 534 2,680 79%$3.60 556 2,978 88%$4.90 581 2,622 77%$5.30 481 2,169 64%
1900 - 2000 $3.10 294 1,177 35%$3.10 355 1,430 42%$3.10 367 1,849 54%$4.50 358 1,558 46%$4.95 416 1,743 51%
PM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
1400 - 1500 $4.10 168 1,415 42%
1500 - 1600 $4.40 481 2,418 71%
1600 - 1700 $5.55 426 2,452 72%
1700 - 1800 $4.85 495 2,656 78%
1800 - 1900 $4.40 481 2,325 68%
1900 - 2000 $3.10 269 1,211 36%
Monday Tuesday Wednesday Thursday 01/28/1101/24/11 01/25/11 01/26/11 01/27/11 Friday
Monday Tuesday Wednesday Thursday 01/21/1101/17/11 01/18/11 01/19/11 01/20/11 Friday
01/12/11 01/13/11 FridayMonday Tuesday Wednesday Thursday 01/14/1101/10/11 01/11/11
01/07/1101/03/11 01/04/11 01/05/11 01/06/11 FridayMonday Tuesday Wednesday Thursday
Monday 01/31/11 Tuesday 02/01/11 Wednesday 02/02/11 Thursday 02/03/11 Friday 02/04/11
6
. . . . . . . . .
WESTBOUND PEAK-HOUR VOLUMES
AM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
0400 - 0500 $2.40 150 449 13%$2.40 230 513 15%$2.40 242 504 15%$2.40 212 507 15%$2.40 195 453 13%
0500 - 0600 $3.95 414 1,449 43%$3.95 495 1,635 48%$3.95 492 1,621 48%$3.95 507 1,652 49%$3.80 430 1,416 42%
0600 - 0700 $4.10 409 1,578 46%$4.10 520 1,863 55%$4.10 582 2,127 63%$4.10 565 2,063 61%$3.95 503 1,757 52%
0700 - 0800 $4.55 281 1,223 36%$4.55 401 1,845 54%$4.55 423 1,843 54%$4.55 410 1,983 58%$4.40 391 1,632 48%
0800 - 0900 $4.10 176 1,011 30%$4.10 242 1,410 41%$4.10 240 1,362 40%$4.10 239 1,386 41%$3.95 220 1,288 38%
0900 - 1000 $3.25 175 952 28%$3.25 235 1,182 35%$3.25 221 1,181 35%$3.25 240 1,235 36%$3.25 226 1,045 31%
AM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
0400 - 0500 $2.40 217 524 15%$2.40 232 516 15%$2.40 242 547 16%$2.40 244 663 20%$2.40 153 291 9%
0500 - 0600 $3.95 506 1,645 48%$3.95 502 1,667 49%$3.95 512 1,682 49%$3.95 307 924 27%$3.80 255 630 19%
0600 - 0700 $4.10 567 2,218 65%$4.10 579 2,142 63%$4.10 575 2,179 64%$4.10 302 1,047 31%$3.95 318 1,100 32%
0700 - 0800 $4.55 426 2,045 60%$4.55 440 2,174 64%$4.55 430 2,087 61%$4.55 485 1,728 51%$4.40 502 2,056 60%
0800 - 0900 $4.10 184 1,505 44%$4.10 194 1,429 42%$4.10 221 1,607 47%$4.10 331 2,068 61%$3.95 259 1,784 52%
0900 - 1000 $3.25 145 1,138 33%$3.25 138 1,142 34%$3.25 156 1,144 34%$3.25 229 1,910 56%$3.25 183 1,441 42%
AM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
0400 - 0500 $2.40 178 438 13%$2.40 233 522 15%$2.40 248 530 16%$2.40 237 534 16%$2.40 210 468 14%
0500 - 0600 $3.95 373 1,401 41%$3.95 485 1,696 50%$3.95 505 1,735 51%$3.95 489 1,637 48%$3.80 465 1,631 48%
0600 - 0700 $4.10 279 1,276 38%$4.10 595 2,231 66%$4.10 593 2,184 64%$4.10 582 2,234 66%$3.95 523 1,989 59%
0700 - 0800 $4.55 192 899 26%$4.55 439 2,121 62%$4.55 428 2,337 69%$4.55 471 2,215 65%$4.40 367 1,679 49%
0800 - 0900 $4.10 229 1,005 30%$4.10 205 1,728 51%$4.10 216 1,829 54%$4.10 198 1,629 48%$3.95 213 1,414 42%
0900 - 1000 $3.25 290 1,070 31%$3.25 179 1,336 39%$3.25 149 1,111 33%$3.25 118 942 28%$3.25 155 1,091 32%
AM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
0400 - 0500 $2.40 225 557 16%$2.40 225 514 15%$2.40 238 517 15%$2.40 246 538 16%$2.40 214 491 14%
0500 - 0600 $3.95 468 1,711 50%$3.95 486 1,681 49%$3.95 512 1,708 50%$3.95 505 1,705 50%$3.80 471 1,572 46%
0600 - 0700 $4.10 540 2,190 64%$4.10 593 2,256 66%$4.10 587 2,242 66%$4.10 575 2,118 62%$3.95 546 2,097 62%
0700 - 0800 $4.55 442 2,201 65%$4.55 485 2,238 66%$4.55 446 2,259 66%$4.55 485 2,210 65%$4.40 384 1,700 50%
0800 - 0900 $4.10 214 1,746 51%$4.10 212 1,630 48%$4.10 217 1,642 48%$4.10 232 1,711 50%$3.95 216 1,373 40%
0900 - 1000 $3.25 165 1,243 37%$3.25 147 1,266 37%$3.25 138 1,162 34%$3.25 173 1,374 40%$3.25 141 1,009 30%
AM Time Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.Price HOV Vol. Cap.
0400 - 0500 $2.40 195 563 17%
0500 - 0600 $3.95 462 1,713 50%
0600 - 0700 $4.10 572 2,248 66%
0700 - 0800 $4.55 404 2,065 61%
0800 - 0900 $4.10 190 1,699 50%
0900 - 1000 $3.25 104 844 25%
01/20/11
01/27/11Monday Tuesday Wednesday Thursday 01/24/11 01/25/11 01/26/11
01/13/11
01/07/1101/06/11
Monday Tuesday Wednesday Thursday01/17/11 01/18/11 01/19/11
Monday Tuesday Wednesday Thursday01/10/11 01/11/11 01/12/11
Monday Tuesday Wednesday Thursday01/03/11 01/04/11 01/05/11
01/21/11
Monday 01/31/11 Tuesday 02/01/11 Wednesday 02/02/11 Thursday 02/03/11
Friday
Friday 02/04/11
Friday
01/14/11Friday
01/28/11Friday
7
. . . . . . . . .
Transponder Distribution Status
Tags % of Total Tags % of Total
Issued
To New Accounts 594 28.8%594 29.0%857 30.3%
Additional Tags to Existing Accounts 362 17.5%311 15.2%452 15.9%
Replacement Transponders 1,110 53.7%1,145 55.9%1,525 53.8%
Total Issued 2,066 2,050 2,833
Returned
Account Closures 774 37.4%435 28.2%695 30.3%
Accounts Downsizing 182 8.8%131 8.5%193 8.4%
Defective Transponders 1,112 53.8%976 63.3%1,406 61.3%
Total Returned 2,068 1,542 2,293
Average To-Date
FY 2010-11TRANSPONDER DISTRIBUTION January-11 December-10
At the end of January 2011, the 91 Express Lanes had 113,333 active customer accounts, with
169,635 transponders assigned to those accounts.
TRANSPONDER INVENTORY STATUS Internal External Total
Available for Distribution:6,503 145 6,648
Customer-Returned Tag Classification
1. Under Warranty - will Return to Sirit:0
2. Out of Warranty - will Destroy:2,387
3. Not yet Classified:1,742
10,777
169,635
TRANSPONDERS ON-HAND:
Total Transponders On-hand:
Transponders Currently Assigned to Accounts:
January 2011
Number of Accounts by Fiscal Year
As of January 31, 2011
8
. . . . . . . . .
Operational Highlights
On-road Operations
Customer Assistance Specialists (CAS) responded to 100 calls during January. The CAS team
received 51 calls to assist disabled vehicles, 15 calls to remove debris and conducted 21 assists
or traffic breaks. There were 9 accidents in the Express Lanes and 4 accidents in the general-
purpose lanes the CAS provided assistance to.
Electronic Toll and Traffic Management System Project Update
An agreement with Sirit Inc. (Sirit) was executed in March 2010 for the upgrade of the 91 Express
Lanes’ Electronic Toll and Traffic Management system. As of January, all punchlist items have
been completed and approval of system acceptance has occurred. The system is currently in the
90-day warranty period.
9
. . . . . . . . .
Financial Highlights
Capital Asset Activity
During the seven months ending January 31, 2011, capital asset activities included
approximately $392,988 in leasehold improvement, $1,272,263 for the ETTM upgrade, $11,250
for computer hardware equipment and $329,615 for the purchase of transponders.
ORANGE COUNTY TRANSPORTATION AUTHORITY
Fiscal Year 2009-10 91 Express Lanes Annual Financial
Statements
Staff Report
Orange County Transportation Authority
550 South Main Street / P.O. Box 14184 / Orange / California 92863-1584 / (714) 560-OCTA (6282)
March 4, 2011
To: State Route 91 Advisory Committee
From: Kirk Avila, General Manager, 91 Express Lanes
Subject: Fiscal Year 2009-10 91 Express Lanes Annual Financial
Statements
Overview
Mayer Hoffman McCann P.C., an independent accounting firm, has completed its
annual audit of the 91 Express Lanes financial statements for fiscal year 2009-10
and has issued its independent auditor’s opinion. A copy of the audited financial
statements is attached for the State Route 91 Advisory Committee review.
Recommendation
Receive and file the fiscal year 2009-10 91 Express Lanes Annual Financial
Statement.
Background
The Orange County Transportation Authority (OCTA) prepares the financial
statements for the 91 Express Lanes Fund, which present the results of
operations during the preceding fiscal year and the financial position at year-end.
In addition, OCTA is required to obtain an independent auditor’s opinion
on the financial statement. The audit was conducted by Mayer Hoffman
McCann P.C. (MHM), an independent accounting firm, to obtain reasonable
assurance as to whether the financial statements are free of material
misstatement.
Discussion
MHM has completed its annual audit and has issued its opinion of the
91 Express Lanes financial statements for the fiscal year ended June 30, 20 10.
The audits were conducted in accordance with generally accepted auditing
standards and the standards applicable to financial audits contained in the
Government Auditing Standards, issued by the Comptroller General of the
United States. The auditors have issued an unqualified opinion on the financial
Fiscal Year 2009-10 91 Express Lanes Annual
Financial Statements
Page 2
statements, indicating that the statements presents fairly, in all material
aspects, the financial position of the 91 Express Lanes Fund , as of
June 30, 2010. A copy of the audited financial statements is included as
Attachment A.
Summary
MHM, an independent accounting firm, has audited the 91 Express Lanes
financial statements and has issued its unqualified opinion as to the fairness of
the financial statements presentation and are free of material misstatement.
Attachment
A. 91 Express Lanes Fund (An Enterprise Fund of the Orange County
Transportation Authority) Financial Statements Year Ended
June 30, 2010.
ORANGE COUNTY TRANSPORTATION AUTHORITY
Fiscal Year 2009-10 91 Express Lanes Annual Financial
Statements
Attachment A
ATTACHMENT A
91 EXPRESS LANES FUND
(An Enterprise Fund of the Orange
County Transportation Authority)
FINANCIAL STATEMENTS
Year Ended June 30, 2010
91 Express Lanes Fund
(An Enterprise Fund of the Orange County Transportation Authority)
Audited Financial Statements
For the Fiscal Year Ended. June 30, 2010
CONTENTS
Independent Auditors' Report 1
Financial Statements:
Statement of Fund. Net Assets 2
Statement of Revenues, Expenses and Changes in Fund Net Assets 3
Statement of Cash Flows 4
Notes to the Financial Statements
An independent CPA Firm
2301 IDeporit Drivc , Suitt: 200
ftvir:e. California 9201-2
949-4 74-2020 ph
940-203-5520 tx
'Pi g.i••nf'I'?-..hC,00r?'n
Board of Directors
Orange County Transportation Authority
Orange, California
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying financial statements of the 91 Express Lanes Fund, an enterprise fund
of the Orange County Transportation Authority (OCTA), as of and for the year ended June 30, 2010,
which collectively comprise. OCTA's basic financial statements as listed in the table of contents. These
financial statements are the responsibility of OCTA's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of
America and the standards applicable to financial audits contained in Government Auditing Standards,
issued by the Comptroller General of the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used
and the significant estimates made by management, as well as evaluating the overall financial statement
presentation, We believe that our audit provides a reasonable basis for our opinion.
As discussed in Note 1, the financial statements present only the 91 Express Lanes Fund of OCTA and do
not purport to, and do not, present fairly the financial position of OCTA, as of June 30, 2010, and the
changes in its financial position and cash flows, where applicable, for the year then ended in accordance
with accounting principles generally accepted in the United States of America.
In our opinion, the financial statements referred to above present fairly, in all material respects, the
financial position of the 91 Express Lanes Fund of OCTA as of June 30, 2010, and the changes in its net
assets and its cash flows for the year then ended in conformity with accounting principles generally
accepted in the United States of America.
During the year ended June 30, 2010, OCTA changed the manner in which it accounts for derivative
instruments as a result of the implementation of GASB Statement No. 53, as described further in note 5 to
the financial statements.
Irvine, California
October 25, 2010
1
91 Express lanes Fund
(An Enterprise Fund of the Orange County Transportation Authority)
Statement of Fund Net Assets
June 30, 2010
Assets
Current• Assets:
Cash and investments $ 41,241,252
Receivables:
Interest 1,179,899
Violations, net 6,694,155
Other 722,161
Other assets 339,205
Total current assets 50, I76,6 72
Noncurrent Assets:
Restricted. cash and investments:
Cash equivalents 38,853,755
Unamortized debt issuance costs 2,905,998
Capital assets, net:
Depreciable and amortizable 155,402,071
Total noncurrent assets 197,161,824
Total Assets 247,338,496
Liabilities
Current Liabilities:
Accounts payable 4,506,560
Accrued interest payable 8,865,129
Due to other governments 42,309
Unearned revenue 4,122,121
Other liabilities 332,083
Bonds payable - due within one year 4,740,000
Total current liabilities 22,608,202
Noncurrent Liabilities:
Advances from other OCT'Afunds— due in more than one year 9,541,730
Derivative instrument liability 19,671,644
Bonds payable due in more than one year 151,531,562
Total noncurrent liabilities 180,744,936
Total Liabilities 203,3.53,138
Net Assets
Invested in capital assets, net of related debt 17,765,301
Restricted for:
Debt service 6,877,289
Capital 10,115,684
Other purposes 3,225,990
Unrestricted 6,001,094
Total Net Assets $ 43,985,358
See accompanying notes to the financial statements.
2
91 Express: Lanes Fund
(An Enterprise Fund of the Orange County Transportation Authority)
Statement of Revenues, Expenses and Changes in Fund Net Assets
For the Year Ended June _30, 2010
Operating revenues:
User fees and charges
$
43,008, 572
Operating expenses:
Contracted services 6,350,081
Administrative services 1,964,659
Other 423,212.
Insurance claims and premiums 380.908
Professional services 3,671,836
General and administrative 539.586
Depreciation and amortization 9,072294
Total operating expenses 22,402,376
Operating income
20,605,996
Nonoperating revenues (expenses):
Federal assistance grants 39,547
investment earnings 1,542,403
Investment loss on derivative instrument (4,781,280)
Interest expense (13,275,420)
Other 85,675
Total nonoperating revenues (expenses) (16,389,075)
Income before transfers 4,216,921
Transfers out to other OC, IA funds (1,283,228)
Change in net assets 2,933,693
Total net assets beginning, as restated 41,051,665
Total net assets ? ending $ 43,985,.358
See accompanying notes to the financial statements.
3
91 Express 1_r: toes Fond
(An Enterprise Fund of the Orange County 'I ransportation Authority)
SraternOtt of t:ash flows
For the Year Ended June 30 2010
Cash flow, from operating activities:
Rcccipt from customers and users
Payments to suppliers
Payment, for 0(: A interfund services used
Miscellaneous revenue received
Net cash provided by operating activities
Cash flows from noncapital financing activities:
Federal operating assistance grants received
Transfers to other Ct IA funds
Repayment of advances from other OCTA funds
Net cash used for noncapital financing activities
Cash flows from capital and related financing activities:
Principal payment on long term debt
Interest paid on long-term debt
Acquisition and construction of capital assets
Net cash used for capital and related financing activities
Cash flows from investing activities:
Interest received
Net cash provided by investing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Noncash capital, financing and investing activities:
Interest expense incurred, on advances from other OCTA funds
Investment loss on derivative instruments
Amortization of bond premium
Amortization of bond deferred charges
See accompanying notes to the financial statements.
429222,2`225
(11,402,050)
(1,964/09)
85.675
29,641,191
39,547
(1,283, 228)
(17,000,000)
(1.8,24;5,681)
(4,515,000)
(8,264,693)
(1,250,549)
(14,030,242)
1,395,283
1,395,283
(1,237,449)
81,3.32,456
80,095,007
1,226,363
4,781,280
25 2, 541
1,067,806
4
91 Express Lanes Fund
(An Enterprise Fund of the Orange Coomy Transportation Authority)
Statement of Cash Flows (Continued)
For the Year Ended June 30, 2010
Reconciliation of operating income to net cash
provided by operating activities_
Operating income $ 20,603.996
Adjustments to reconcile operating income to net cash
provided by operating activities:
Depredation expense 1,741,448
Amortization of franchise agreement 7,330,846
Amortization of cost of issuance 142;335
Miscellaneous 85,675
Change in assets and liabilities:
Violations receivable:, net (72,691)
Other receivables 24,75.5
Other assets 29,942
Accounts payable (251,013)
Due to other governments 42,309
Unearned revenue (23,433)
Other liabilities (14,978)
Total adjustments 9,035,195
Net cash provided by operating activities $ 29,641,191
Reconciliation of cash and cash equivalents to statement of net assets:
Cash and investments 41,241,252
Restricted cash and cash equivalents 38,8:53,755
Total cash and cash equivalents
See accompanying notes to the financial statements.
80,095,007
5
91. Express Lanes Fund
(An Enterprise Fund of the Otaniz.e County, Transportation Authority)
Notes to the Financial Statements
Year Ended June 30, 2010
1. R.EPoR"r€NG ENTITY
On January 3, 2003, the Orta.nse County Transportation Authority (OCTA) purchased from the California
Private Transportation Company (CPTC) its interest in a Franchise Agreement for the 91 Express Lanes.
The 91 Express Lanes is a toll facility located on a 10,mile segment of the Riverside Freeway/State Route (SR)
91 between the Orange/Riverside County line and the Costa Mesa Freeway/SR 55. The Franchise
Agreement with the State of California's Department of Transportation (Caltrans) had granted CPTC the
right to develop and construct the toll facility arid to operate it for 35 years under a lease arrangement.
Pursuant to the Franchise Agreement, Caltrans retains legal title to the real property components of the toll.
f 7.cility.
OCTA purchased the franchise interest for $207,500,000, consisting of cash of $72,500,000 and certain
assets and the assumption of certain liabilities. The purchase was enabled by State Assembly Bill 1010
(Correa), which was passed by the California legislature and signed by the governor in September 2002. The
legislation provided the authority for OCTA to collect tolls and pay related financing costs no later than
2030 and eliminated noncompete provisions in the Franchise Agreement for needed improvements on SR
91. The passage of Senate Bill 1316 (Correa) in August 2008 approved extending the 91 Express Lanes toll
facility along the SR 9I into Riverside County. The bill also allows the extension of the Franchise Agreement
to a date no later than December 31, 2065.
These financial statements include only the activities of the 91 Express Lanes Fund, an enterprise fund of
OCTA. These financial statements are not intended to present the activities of OCTA.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting policies of the 91 Express Lanes Fund are in conformity with generally accepted accounting
principles applicable to governmental units. The Governmental Accounting Standards Board (GASB) is the
accepted standard -setting body for establishing accounting and financial reporting principles.
BASIS Or ACCOUNTING
The financial statements of the 91 Express Lanes Fund are reported using the economic resources
measurement focus and. the accrual basis of accounting. Revenues, consisting substantially of tolls and fees,
are recorded when earned, and expenses are recorded when a liability is incurred, regardless of the timing of
related cash flows. Toll amounts are collected from customers on a prepaid basis, and unearned tolls are
reported as unearned revenue.
Enterprise funds distinguish operating revenues and expenses from nonoperating items, Operating revenues
and expenses generally result from providing services in connection with an enterprise fund's principal
ongoing operations. The principal operating revenues of the 91 Express Lanes Fund are charges to customers
for use of the toll facility. Operating expenses for the 91 Express Lanes Fund include the cost of services,
6
9 t Ex4'REsS LANES FUND
NOTES To THE FINANCIAL STATEMENTS
Year ?ndc:i Inn,30. 20)10
administrative expenses, and depreciation and amortization on capital assets. All revenues and expenses not
meeting this definition are reported as nunoperating revenues and cs petrses.
Private -sector standards of accounting and financial reporting issued prior to December 1, 1989, generally are
followed in enterprise hind financial statements to the extent that those standards do not conflict with or
contradict guidance of GAS13. The 91 Express Lanes Fund has elected not to follow subsequent private -sector
guidance.
CASH AND INVESTMENTS
OCTA maintains cash and investments in accordance with the Annual Investment Policy (AIP) adopted
initially by OCTA's Board of Directors (Board) on May 8, 1995, and most recently amended April 26, 2010.
The AIP complies with, or is more restrictive than, applicable state statutes. The majority of OCTA's
investments, including the investments of the 91 Express Lanes Fund, are managed by four private sector
investment managers. At June 30, 2010, the investment portfolios were maintained at Union Bank as
custodial bank, Separate investment manager accounts are maintained for the proceeds of bond issues, with
the earnings for each bond issue accounted for separately. Cash from other OCTA revenue sources is
commingled for investment purposes in the OCTA Commingled Investment Pool, with investment earnings
allocated to the different accounts based on average daily dollar account balances.
Investments in U.S. government and U,S. agency securities, repurchase agreements, variable and floating rate
securities, mortgage and asset backed securities and corporate notes are carried at fair value based on quoted
market prices, except for securities with a remaining maturity of one year or less at purchase date, which are
carried at cost. Certain investment agreements are carried at cost while others are carried at fair value.
Treasury mutual funds are carried at fair value based on each fund's share price. The Orange County
Investment Pool (OCIP) is carried at fair value based on the value of each participating dollar as provided by
the OCIP. The state managed Local Agency Investment Fund (LAIF) is carried at fair value based on the value
of each participating dollar as provided by LAIR Commercial paper is carried at amortized cost (which
approximates fair value).
The AIP requires the assets in the portfolio to consist of the following investments and maximum permissible
concentrations based on book value and are more restrictive than applicable state statutes for the following:
OCTA NOTES AND BONDS (25%)
COMMERCIAL PAPER (25%)
• Must be rated by two of the three nationally recognized rating agencies at the following level or
better: P-1 by Moody's Investor Service (Moody's), A-1 by Standard Si_ Poor's Corporation
(S &. P), or F-1 by Fitch Ratings (Fitch).
• Must be issued by corporations rated A- or better by S & P, A3 or better by Moody's, or A- by Fitch,
with further restrictions to issuer size.
• Maximum Term: 180 days.
7
9L EXPRESS LANES FUND
NOTES TO THE FINANCIAL STATEMENTS
YP'dr Lacked june 30, 2010
NEGOTIABLE CERTIFICATES OF DEPOSIT (30%)
Must be issued by a nationally or state -chartered bank or state or federal association, or be a stare
licensed branch of a foreign bank, which have been rated by at least two of the Nationally
Recognized. Statistical Rating Organizations.
• The issuer must have the following minimum credit ratings of A-1 by $ & P, P-1 by Moody's, FI by
Fitch.
9 Maximum Term: 270 days.
BANKERS ACCEP'rANcEs (30%)
• Must be rated by at least two of the Nationally Recognized Statistical Rating Organizations with
minimum credit ratings of A -I by S cSt P, P-1 by Moody's, Fl by Fitch and may not exceed the .5%
limit by any one commercial bank,
e Maximum Term: 180 days.
MORTGAGE OR ASSET -BACKED SEcuRITIEs (20%)
Must be rated AAA by $ & P, Aaa by Moody's, or AAA by Fitch.
The issuer must have an A or better rating by $ & P, AZ or better by Moody's or A or better by Fitch
or an equivalent rating by a Nationally Recognized Statistical Rating Organization recognized for
rating service for its long-term debt.
• Maximum Term: Five year stated final maturity.
REPURCHASE AGREEMENTS (75%)
• Must be collateralized at 102%.
• Reverse repurchase agreements or securities lending are not permitted.
• Maximum Term: 30 days.
MEDIUM -TERM NOTES (S0%):
• Corporate securities which are rated A- or better by S & P, A3 or better by Moody's or A- by Fitch or
an equivalent rating by two of the three Nationally Recognized Statistical Rating Organizations.
• Medium term notes must not represent more than ten percent (10%) of the issue in the case of a
specific public offering. Under no circumstance can any one corporate issuer represent snore than
5% of the portfolio.
O Maximum Term: 5 years.
91 EXPRESS LANES FUND
NOTES TC THE FINANCIAL STATEMENTS
Yaar 1'r.ieci Julr: o, 2 10
Other allowable investment categories include: money market funds, mutual funds, and LAIF. LAW is
regulated try California Government E' ,ocle (Code) Section 16429 under the oversight of the Treasurer of the
tare of -California. Investment is also allowed in the OUP, but is limited to those funds legally required to be
deposited in rho County Treasury. Oversight of the OC19 is conducted by the County Treasury Oversight
Committee.
All investments are subject to a maximum maturity of five years, unless specific direction to exceed the limit is
given by the Board as permitted by the Code.
OCTA policy is to invest only in high quality instruments as permitted by the Code, subject to the limitations
of the Alp.
Outside portfolio managers must review the portfolios they manage (including bond proceeds portfolios) to
ensure compliance with OCTAs diversification guidelines on an ongoing basis.
■ Issuer/Counter-Party Diversification Guidelines for all securities except Federal Agencies, Government
Sponsored Enterprises, Investment Agreements, Repurchase Agreements, and 91 Express Lanes Debt -
any one corporation, bank, local agency, special purpose vehicle or other corporate name for one or
more series of securities (5%).
• Issuer/Counter-Party Diversification Guidelines for Federal Agencies, Government Sponsored
Enterprises and Repurchase Agreements - any one Federal Agency or Government Sponsored Enterprise
(35%; any one repurchase agreement counter -party name if maturity/term is < 7 days (50%), if
maturity/term is > 7 days (3.5%).
Issuer/Counter-Party Diversification Guidelines for OCTA's 91 Express Lanes Debt - OCTA can
purchase all or a portion of OCTA's Toll Road Revenue Refunding Bonds (91 Express Lanes) Series B
Bonds maturing December 15, 2030 providing the purchase does not exceed 25% of die enaximutn
portfolio,
For the purpose of the Statement of Cash Flows, OCTA considers all short-term investments with an initial
maturity of three months or less to be cash equivalents. All deposits and certificates of deposit represent cash
and cash equivalents for cash flow purposes.
RESTRICTED INVESTMENTS
Investments set aside in the Reserve Fund, Supplemental Reserve Fund, Major Maintenance Reserve Fund,
and Operating Reserve Fund are pursuant to terms of the 2003 Indenture for the $195,265,000 Toll Road
Revenue Refunding Bonds and their use is limited by applicable debt covenants.
Permitted investments per the debt covenants include: government obligations, State of California and local
agency obligations, bankers acceptances, commercial paper, negotiable certificates of deposit, repurchase
9
91 EXPRESS LANES FUND
NOTES TO THE FINANCIAL STATEMENTS
jufw 30, 2010
agreement, money market funds, other mutual funds, investment agreements, Orange County Investment
Pool and variable and floating rate securities.
RECEIVABLES
Violations receivable represents an estimate of the total outstanding unpaid violations that the 91 Express
Lanes Fund anticipates to collect. This estimate is based upon twelve-month average collections on violations
for violations with a due date of 90 days or less. For unpaid violations exceeding 90 days, this estimate is
based upon an approximate 3 -year average collections on violations. The 91 Express Lanes utilizes an outside
collection agency to assist in the recovery of unpaid violations exceeding 90 days.
Other receivables include amounts due from other California toll road agencies related to their customers'
use of the 91 Express Lanes as well as customer fees and interest.
OTHER ASSETS
Other assets include prepaid expenses and refundable deposits,
UNAMORTIZED DEBT ISSUANCE COSTS
Unamortized debt issuance costs represent costs associated with issuing the 2003 Toll Road Revenue
Refunding Bonds, issued to refund $135,000,000 of taxable debt, and are deferred and amortized over the
life of the 2003 Toll Road Revenue Refunding Bonds.
CAPITAL ASSETS
Capital assets include the toll facility franchise, improvements, equipment, furnitureand fixtures, and
transponders. Capital assets are defined by the 91 Express Lanes Fundas assets with an initial, individual
cost of more than $5,000 and a useful life in excess of one year. It is also the 91 Express Lanes Fund's policy
to capitalize transponder purchases, as they are considered a significant class of assets even though
individually under $5,000. Such assets are recorded at historical cost, The costs of normal maintenance and
repairs that do not add value to the asset or materially extend asset lives are not capitalized,
Capital assets are depreciated using the straight-line method over the following estimated useful lives:
Capital Asset Type Useful Life
Improvements 10.30 years
Equipment, furniture, and fixtures 3-10 years
Transponders 5 years
The toll facility franchise is amortized over the remaining life of the Franchise Agreement through
December 2030.
10
9t EXPRESS LANES FLINrs
P4OTES TO THE FINANCIAL STATEMEP TS
Yr-arEnd, +JJun', ift 3010
INTEREST RATE SWAPS
As a means of lowering borrowing costs on variable rate debt compared to fixed rate bonds at the time of
issuance iu November 2003, OC1A entered into two parity interest rate swaps totaling $100,000,000. The
effective rate on the parity swaps was to effectively change OCTA's variable rate bonds to a synthetically fixed
rate if 4.06227%. These agreements are recorded at fair value. The changes in fair value of these derivative
instruments affect investment earnings/ (loss). As of June 30, 2010 all potential hedging derivatives of the
91 L press Lanes Fund are considered ineffective.
RISK MANAGEMENT
The 91 Express Lanes Fund purchases commercial property insurance including business interruption,
earthquake and flood coverage related to the toll facility. Additionally, the 91 Express Lanes Fund
participates in OCTA's self-insurance general liability program. The liability claims are resolved by OCTA
and are an expense of the 91 Express Lanes Fund.
NET ASSETS
Net assets represent the difference between assets and liabilities and are classified into three categories:
INVESTED IN CAPITAL ASSETS, NET OF RELATED DEBT - Reflects net assets of the 91 Express
Lanes Fund invested in capital assets, net of related debt. These net assets are not accessible for other
purposes; a deficit would indicate that the related debt exceeds the capital assets.
RESTRICTED N-.7- ASSETS - Represents net assets not accessible for general use, with the use subject
to restrictions enforceable by third. parties. The Statement of Net Assets includes restricted net assets
that are restricted by enabling legislation.
UNRESTRICTED NEY ASSETS - Represents net assets available for general use.
USE OF ESTIMATES
The preparation of the financial statements in conformity with accounting principles generally accepted in
the United States requires management to make estimates and assumptions that affect certain reported
amounts and disclosures during the reporting period. As such, actual results could differ from those
estimates.
11
91 EXPRESS LANES FUND
NOTES TO THE FINANCIAL. STATEMENTS
Yo,,r Ended June 30, 2010
3. CASH AND INVESTMENTS
Cash and investments are comprised of the following at June 30, 2010:
Deposits:
Petty cash
Deposits
Total deposits
Investments:
With UC.-TA Commingled Investment Pool
With trustee
Total investments
Total cash and investments
550
220,551
221,101
40,99 1,871
38,8R2,035
79,873,90n
$ 80.095,007
Total deposits and investments are reported in the financial statements as:
Unrestricted cash and investments
Restricted cash and investments:
Cash equivalents
Total cash and investments
$ 41,241,252
38,853,755
$ 80,095,007
As of June 30, 2010, the 91 Express Lanes Fund had the following investments:
WEIGHTED
INTEREST AVERAGE
RATE MATURITY MATURITY
INVESTMENT FAIR VALUE PRINCIPAL RANGE RANGE (YEARS)
OCTA Commingled Investment Discount,
Pool $ 40,991,871 $ 40,245,787 ,370%8.875% 7/1/10-6/17/15 2.13
Held by trustee:
Money market mutual funds 25,540,363 25,540,363 0,00% 7/1/10 1 Day
Negotiable certificates of deposit I3,341,672 13,341,672 0.15% 7/1/10 1 Day
TOTAL INVESTMENTS $ 79,873900 $ 79,127,822
INTEREST RATE RISK
OCTA manages exposure to declines in fair value from increasing interest rates by having an investment
policy that limits maturities to five years while also staggering maturities, with the exception of investment
agreements which are not subject to term restrictions due to the bond indenture. OCTA maintains a low
duration strategy, targeting an estimated average portfolio duration of three years or less, with the intent of
reducing interest rate risk. Portfolios with low duration are less volatile, therefore less sensitive to interest
rate changes. In accordance with the AIP, amounts restricted for debt service reserves are invested in
accordance with the maturity provision of their specific indenture, which may extend beyond five years.
12
91 EXPRESS LANES FUND
NOTES TO THE FINANCIAL STATEMENTS
'Co Enc15,1 Tilne 30, 2010
As of Tune 30, 2010, the 91 Express I..anes Fund participated in OCTA's Commingled Investment Pool
which had asserbacked securities totaling $66,859,661, The underlying assets are consumer receivables that
include credit cards, auto and home loans. The securities have a fixed interest rate and are rated AAA by at
least two of the three nationally recognized rating services.
As of June 30, 2013, OCTA's Commingled Investment Pool had, the following variable rate notes:
INVLSTMENT
COUPON RESET
FAIR VALUE COUPON MULTIPLIER DATE
American Express Credit Corp
Bank America Corp
Berkshire Hathaway Financial
Citigroup inc.
Goldman Sachs Group
Paccar Financial Corp
Wacltovia Bank NA
TOTAL INVESTMENTS
935,310
1,006,910
600,096
423,335
1,004,7 60
629,143
1,500,135
$ 6,099,689
LIBOR + 170 basis points
LIBOR + 20 Basis points
LIBOR + 12,5 basis points
LIBOR + 33 basis points
LIBOR + 25 basis points
LIBOR k 45 basis point
LIBOR + 7 basis points
Monthly
Quarterly
Quarterly
Quarterly
Quarterly
Quarterly
Quarterly
The 91 Express Lanes Fund is invested in two pay -fixed, receive -variable interest rate swaps with a notional
amount totaling $100,000,000. The 91 Express Lanes makes semiannual fixed payments to the counterparty
of 4.06227% and receives monthly variable payments based on 67 percent of LIBOR if LIBOR is equal to or
greater than 4.0% or the SIFMA Index if LIBOR is less than 4.0%. These interest rate swaps were executed
in November 2003 and mature in December 2030. At June 30, 2010, these interest rate swaps had a negative
fair value of $(19,671,644).
CUSTODIAL CREDIT RISK
Custodial credit risk for deposits is the risk that, in the event of the failure of a depository financial
institution, a government will not be able to recover its deposits or will not be able to recover collateral
securities that are in the possession of an outside party. The custodial credit risk for investments is the risk
that, in the event of the failure of the counterparty (e.g., broker -dealer) to a transaction, a government will
not be able to recover the value of its investment or collateral securities that are in the possession of another
party, OCTA's investment policy requires that a third party bank custody department hold all securities
owned by OCTA. All trades arc settled on a delivery versus payment basis through OCTA's safekeeping
agent. At June 30, 2010, OCTA did not have any deposits or securities exposed to custodial credit risk and
there was no securities lending.
CREDIT RISK
The AIP sets minimum acceptable credit ratings for investments from any of the three nationally recognized
rating services S & P, Moody's, and Fitch. For an issuer of short-term debt, the rating must be no less than
13
9] EXPRESS LANES FUND
NOTES TO THE FINANCIAL STATEMENTS
' June 30, 2010
A-1 (S & F), P-1 (Moody's), or F -I (Fitch), while an issuer of long-term debt must be rated n.o less than an "A"
by two of the three rating services. LATE and. OCTA's Commingled Investment Pool are not rated.
The following is a summary of the credit quality distribution and concentration of credit risk by investment
type as a percentage of each pool's fair value at June 30, 2010. (NR means Not Rated):
INVESTMENTS
UCLA Commingled Investment Pool
Held by trustee:
Money market mutual funds
Negotiable certificates of deposit
Total
S & P MOODY'S FITCH % OF PORTFOLIO
NR NR NR 51.32%
AAA Aga NR 31.48%,
AA Aa2 AA 16.'70%>
100.60%
Lehman Brothers Commercial Bank, the counterparty for the pay -fixed interest rate swap Series 2003.13.1 was
rated NR- by S &. P, WR by Moody's, and Nil by Fitch. JPMorgan Chase Bank, N.A, the counterparty for
the pay -fixed interest rate swap Series 2003-B-2 was rated AA- by S & P, Aal by Moody's, and AA- by Fitch.
As of June 30, 2010, the 91 Express Lanes Fund participated in OCTA's Commingled Investment Pool
which held one investment in Lehman Brothers Holding Inc, Medium Tenn Notes. The investment had a
$1,000,000 par maturing January 24, 2013. On September 15, 2008, Lehman Brothers Holding Inc. filed
for bankruptcy, At June 30, 2010, the market value of the security was 20.25% of par.
CONCENTRATION OF CREDIT RISK
At June 30, 2010, OCTA did not exceed the AIP limitation that states that no more than:
® 5% of the total market value of the pooled funds may be invested in securities of any one issuer,
except for federal agencies, government sponsored enterprises, investment agreements, repurchase
agreements, and 91 Express Lanes debt.
• 20% may be invested in money market mutual funds.
The AIP limitation excludes investment agreements pursuant to the bond indenture. OCTA's Commingled
Investment Pool had the following investment agreements outstanding at June 30, 2010:
INVESTMENT AGREEMENTS AMOUNT
ESA Capital Management Services LLC $ 10,248,419
U.S. Treasury Notes Coupon Components 18,978,886
TOTAL. INVESTMENT AGREEMENTS $ 29,227,305
14
91 EXPRESS LANES FUND
NOTES TO TME FINANCIAL STATEMENTS
Year Fnd o Jia.e 30, 2010
INVESTMENT IN STATE INVESTMENT POOL
OC:T:R1 is a voluntary participant in IAIF which is regulated by the California Government Code under the
oversight of the Treasurer of the State of California: The fair value of OCTA's investment in this pool is
reported in the accompanying financial statements based on OCTA's pro rata share of the fair value provided
by LAT for the entire LAIF portfolio (in relation to the amortized cost of that portfolio). The balance
available for withdrawal is based on the accounting records maintained by LAIF, which are recorded on an
amortized cost basis:
4. CAPITAL ASSETS
Capital asset activity for the 91 Express Lanes Fund for the year ended June 30, 201.0 is as follows:
BEGINNING
BALANCE
ENDING
INCREASES DECREASES BALANCE
Capital assets, being depreciated and
amortized:
Toll facility franchise $ 205,263,668 $ S 8 205,263,668
Improvements 2,766,438 61,012 2,827,450
Communications equipment 5,602,202 5,602,202
Computer hardware and 1,180,202 593,529 - 1,773,731
software
Transponders 4,433,039 541,528 475,715 4,498,852
Equipment, furniture and 107,891 54,480 162,371
fixtures
Total capital assets, being
depreciated and amortized 219,353,440 1,250,549 475,715 220,128,274
Less accumulated depreciation and
amortization for:
Toll facility franchise (47,650,494) (7,330,846) (54,981,340)
Improvements (702,325) (143,622) (845,947)
Communications equipment (3,707,973) (843,826) (4,551,799)
Computer hardware and (1,017,418) (99,097) (1,116,515)
software
Transponders (2,996,306) (637,872) (475,715) (3,158,463)
Equipment, furniture and (55,108) (17,031) (72,139)
fixtures
Total accumulated depreciation and
amortization (56,129,624) (9,072,294) (475,715) (64,726,203)
Total capital assets, being
depreciated and amortized, net $ 163,223,816 $ (7,8 ,745) $ - $ 155,402,071
15
91 EXPRESS LANES FUND
NOTES TO THE FINANCIAL STATEMENTS
Y Fnini Jew 30, 20 tO
5, IN't ERESt' RATE SWAPS
Aa a means of lowering borrowing costs on variable rate debt compared to fixed rate bonds at the time of
issuance in November 2003, OCTA entered into two parity interest rate swaps totaling $100,000,000. The
effective rare on the parity swaps was to effectively change OCTA's variable rate bonds to a synthetically fixed
rate of 4.06227%. The Series 2003-3-1 swap was for $75,000,000 and the counterparty was Lehman
Brothers Special Funding Incorporated (Lehman Brothers). The Series 2003-I3.2 swap was for $25,000,000
and the counterparty was Bear Stearns Capital Markets Incorporated, On May 30, 2008, JF Morgan
completed its acquisition of The Bear Stearns Companies Incorporated. Asa result of the. merger, JP Morgan
assumed the $25,000,000 interest rate swap between OCTA and Bear Stearns Capital Markets Incorporated.
On November 23, 2005, Lehman Brothers I-Iolding Inc. named Lehman Brothers Commercial Bank as the
counterparty for the Series 2003-B-1 interest rate swap replacing Lehman Brothers Special Financing Inc. On
September 15, 2008, Lehman Brothers Holding inc. declared bankruptcy. As of the date of this report,
Lehman Brothers Commercial Bank had not declared bankruptcy.
On October 2, 2008, OCTA provided a Notice of Event of Default and Reservation of Rights letter to
Lehman Brothers Special Financing and Lehman Brothers Commercial Bank regarding the investment rating
downgrade and missed counrerparty payment. Since Lehman Brothers Commercial Bank's Event of Default,
OCTA has not remitted its payment to Lehman Brothers Commercial Bank as part of the swap agreement.
OCTA continues to work with general counsel and bond counsel to determine the impact of the bankruptcy
on OCTA's interest rate swap.
The fair value balances and notional amounts of derivative instruments outstanding at June 30, 2010, and
the changes in fair value of such derivative instruments for the year then ended are as follows;
CHANGES IN FAIR VALUE FAIR VALUE AT JUNE 30, 2010
CLASSIFICATION AMOUNT CLASSIFICATION AMOUNT NOTIONAL
Investment derivatives -
Pay -fixed interest rate swaps:
Series 2003-B-1 Investment Loss $ (3,585,977) Investment $ (14,753,752) $ 75,000,000
Series 2003-8.2 Investment Loss $ (1,195,308) Investment $ (4,917,892) $ 25,000,000
$ (4,781,280) $ (19,671,644) S 100,000,000
As of the beginning of the fiscal year, the 91 Express Lanes Fund determined that the pay -fixed interest rate
swaps classified as investment derivative instruments did not meet the criteria for effectiveness. Accordingly, a
prior period adjustment has been made to record the accumulated negative changes in fair value of the swap
of `14,890,364 at June 30, 2009. The decrease in the fair value of the swaps in fiscal year 2010 of
$4,781,280 is reported as investment loss on derivative instruments for the year ended June 30, 2010.
16
91 EXPRESS LANES FUME>
NOTES TO THE FINANCIAL STATEMENTS
Y:et faded Jaiu 't0, 2010
The. fair values of the interest rate swaps were estimated using proprietary methodologies developed by
DerivActiv, tiv, I_LC. tin methods and significant assumptions used by DerivActiv to estimate the fair values
hive not been made available to OCTA.
TERMS
The bonds and the related parity swap agreements mature on December 15, 2030. The parity swaps notional
amount of $100,000,000 matches the $100,000,000 variable rate bonds. The parity swaps were entered into
at the same time the bonds were issued (November 2003). Starting in fiscal year, 2022, the notional amount
of the parity swaps declines and the principal amount of the associated variable rate bonds declines an
identical amount. Under the parity swaps, OCTA pays the counterparties a fixed payment of 4.06227% and
the counterparties pay OCTA a floating rate equal to 67% of one month LIBOR index if one month LIBOR
index is equal to or greater than 4.0% or the Securities Industry Financial Markets Association (SIFMA)
Index if LIBOR is less than 4.0%.
FAIR VALUE
As of June 30, 2010, the negative fair value for the $75,000,000 swap with Lehman Brothers was estimated by
DerivActiv, LLC to be $14,753,752. As of June 30, 2010, the negative fair value for the $25,000,000 swap
with JP Morgan was estimated by DerivActiv to be $4,917,892, Therefore, if the swaps were terminated on
June 30, 2010, OCTA would have made a termination payment of $14,753,752 and $4,917,892 to Lehman
Brothers and JP Morgan, respectively. The termination payments that would have been owed by OCTA if
the swaps were terminated on June 30, 2010 are a result of the change in interest rate levels and certain
interest rate relationships. The rate used to calculate the fixed swap payment owed by OCTA to the swap
providers is 4.06227%, At June 30, 2010, this fixed rate was higher than the current rate for a swap of
identical terms and conditions. The fair values were estimated using proprietary methodologies, OCTA's
swaps do not qualify for hedge accounting treatment under the criteria established by CIAO 53.
Accordingly, the change in the fair value of the swaps is reported as an element of investment income in the
accompanying financial statements.
CREDIT RISK
To mitigate the potential for credit risk, the $75,000,000 swap with Lehman Brothers and the $25,000,000
swap with JP Morgan require colla.teralization with L',S. government securities at all times, if a termination
payment is required. Due to the fact that interest rates declined since the swaps were executed, the
counterparties did not owe OCTA a termination payment as of June 30, 2010.
17
9 t EXPRESS LANES FUND
NOTES TO THE nNANC#AL STATEMENTS
Year juaic 3Q, 2010
The aggregate fair value of derivative instruments at June 30, 2010 was $(19,671,144). This represents the
maximum loss as of that date that would be recognized at the reporting date if the swaps were terminated.
Lehman Brothers Commercial Bank, the counterparty for the pay -fixed interest rate swap Series 2003.13-1 was
not rated (NIi) by S &. P, withdrawn (WR) by Moody's, and NR by Fitch. JPMorgan Chase Bank, NA, the
counterparty for the pay -fixed interest rate swap Series 2003-I3.2 was rated AA- by S &. P, Aal by Moody's,
and AA- by Fitch.
INTEREST RATE RISK
OCTA is exposed to interestrate risk on its interest rate swap. On its pay -fixed, receive -variable interest rate
swap, as LIBOR or the SIFMA swap index decreases, OCTA's net payment on die termination of the swap
increases.
BASIS RISK
Basis risk is the risk that the variable rate paid to a borrower by a swap counterparty does not completely
offset, or equal the borrower's variable rate payment to bondholders. This may result in positive or negative
basis differential. In order to minimize basis risk, OCTA selected a swap structure that pays a variable
receiver rate based on a percentage of LIBOR in high interest rate environments where rate compression
should be less of an issue, but pays a SIFMA receiver rate in low interest rate environments, where rare
compression has historically been at its highest.
Under the parity swap agreements, OCTA pays die counterparties a fixed payment of 4.06227% and the
counterparties pay OCTA a floating rate equal to 67% of LIBOR if LIBOR is equal to or greater than 4.0%
or die SIFMA index if LIBOR is less than 4.0%. As of June 30, 2010, OCTA experienced $12,013,177 in
cumulative negative basis differential since inception of the swap program in November 2003. This negative
amount has been funded with toll road revenues.
TERMINATION i sK
Termination risk is the risk that an event occurs that causes a termination of the parity swaps and OCTA
would incur replacement costs. As of the June 30, 2010 valuation, there had not been a termination event.
18
91 EXPRESS LANES FUND
NOTES TO THE FINANCIAL STATEMENTS
i'6ne 30, 1010
SWAP PAYMENTS AND ASSOCIATED DEBT
As of June 30, 2010, debt service requirements of outstanding variable -rate debt and net swap payments,
assuming current interest rates remain the none for their term are as follows:
$75,000,000 SERIES 2003-8-1 (1) $25,000,000 SERJEs-B-2 (7 1
YEAR INTEREST INTEREST
ENDING RATE RATE
JUNE 30 PRINCIPAL INTEREST SWAPS, NET PRINCIPAL INTEREST su`Vs'APs NET, TOTAL.
1011 $ - $ 2,887,500 $ 2 ,81.4,203 5 $ 962,500 $ 938,068 $ 7 602,731
2012 - 2,887,500 2,814,.03 963,500 938,08 7,60'2,271
2013 2;887,'x0 2,814,203 96'2,500 938,068 7,602,271
2014 2,887,500 2,814,203 1:12,300 938,068 7,602,271
2015 2,887,500 2,814,203 - 902,500 938,068 7,602,271
2016-2020 14,437,500 14,071,015 4,812,500 4,690,340 38,011,355
2021-202.5 25.00,,000 12,301,736 11,989,464 8,335,000 4,101,092 3,996,989 65,729,281
2026-:030 40,715,000 5,256,959 5,14.3,514 13,575,000 1,751,629 1,707,1(;7 68,129,269
2,031 9,280.000 54,285 52.907 3,090,000 18,079, 11,620 12,512,891
$75,000,000 $46,487,980 $45,307,91.5 $25,000,000 $15,495,800 $15,102,456 $222,304,151
(1) Assumes an interest rate swap rate of 4.06227% per annum for the Series 2003-B Bonds based on the
Series 2003-B Parity Swap Agreements.
As rates vary, variable -rate bond interest payments andnet swap payments will vary. The OC1P rate on
the Series 2003-B Bonds was 3.85% on June 30, 2010. As part of the swap agreement, OCTA receives
the SIFMA Index which was 0.31% on June 30, 2010.
6. BONDS PAYABLE
TAXABLE SENIOR SECURED BONDS
On January 3, 2003, as part of the purchase agreement, the 91 Express Lanes Fund assumed $135,000,000 of
taxable 7.63% Senior Secured Bonds. On November 12, 2003, the taxable bonds were refunded as noted.
below. As required by the tax-exempt bond indenture, OCTA paid $26,428,197 Yield Maintenance Premium
which is deferred and amortized over the life of the tax-exempt bonds.
TOLL ROAD REVENUE REFUNDING BONDS
On November 12, 2003, OCTA issued $195,265,000 in Toll Road Revenue Refunding Bonds (91 Express
Lanes) Series 2003-A, Series 2003-B-1 and Series 2003.8.2 to refund die $135,000,000 taxable 7.63% Senior.
Secured Bonds and to reimburse OCTA for a portion of its payment of the costs of acquiring the Toll Road
and certain other property and interests associated with the Toll Road. The $195,265,000 Series 2003-A
Bonds were issued as fixed rate bonds. The $75,000,000 Series 2003-B-1 Bonds and the $25,000,000 Series
2003-B-2 Bonds (collectively the "Series 2003.13 Bonds") were issued as adjustable rate bonds,
19
91 EXPRESS LANES FUND
NOTES TO THE FINANCIAL. STATEMENTS
June 30. 2010
On November 24, 2008, OCTA. remarketed the $100,000,000 Series 2003-B Bonds. In connection with the
mandatory tender of the Series 2003-B Bonds required by the Indenture, the interest rate was converted to a
Long Term Interest Rate equal to the Orange County Investment Pool (OCIP) Rate, or 3.85%. The
Series 2003-B Bonds are subject to mandatory tender for repurchase by or for the benefit of OCTA on
December 19, 2010.
A summary of the terms of the Toll Road Revenue Refunding Bonds is as follows:
Issuance date 11/12/03
Orig,inai issue amount $195,265,000
Cash reserve requirements $38,019,585
Cash reserve balance $38,85.3,755
ltstcrest rate 2.0% to 5375% *
Maturity December 2030
Principal payment date . August 15
Current balance $170,425,000
Una .mortized premium $5,156,053
Deferred amount on refunding ($19,309,491)
* Series 2003-B Bonds were issued as variable rate bonds with a floating -to -fixed interest rote swap transaction
in place. Refer to interest rate swap description within this footnote. Both the $75,000,000 Series B-1 Bonds
and the $25,000,000 Series 13-2 Bonds were swapped to a fixed rate of 4.06227%.
Annual debt service requirements on the tax-exempt bonds as of June 30, 2010, are as follows;
YEAR ENDING JUNE 30 PRINCIPAL INTEREST TOTAL
2011 $ 4,740,000 $ 7,517,170 $ 12,257,170
2012 4,980,000 7,274,170 12,254,170
2013 5,245,000 7,008,711 12,233,711
2014 5,525,000 6,729,626 12,254,626
2015 5,815,000 6,438,858 12,253,858
2016.2020 34,055,000 27,221,706 61,270,706
2021-2025 43,405,000 18,154,663 61,559,663
2026-2030 54,290,000 8,22.2,035 62,512,035
2031 12,370,000 264,7Q2 12,634,79,2
Total $170,425,000 $88,831,731 $259,256,7-i 1
The interest rate usedto determine the future annual debt service requirements for the variable rate bonds
was 4.06227% at June .30, 2010.
20
SI EXPRESS LANES FUND
NOTES TO THE FINANCIAL STATEMENTS
Y:.Ir EndeJi June 30, 2010
CHA1VGEs IN LONG-TERM LiABiLrriES
Long-term liabilities activity for the year ended June 30, 2010, was as follows:
D u E
BEGINNING ENDING WITHIN
BALANCE ADDITIONS REDUCTIONS BALANCE ONE YEAR
Tax-exempt bonds $174,940,000 $ $ 4,515,000 $170,425,000 $4,740,000
t.fnamertized premium 5,408,594 252,541 5,156,053
Unamortized deferred amount on
refunding (20,577,297) (1,047,806) (19,309,491) ,
TOTAL LONG-TERM LIABILITIES $159,`971.,2.97 $ $ 3,699,735 $156,271,562 $4,540,000
ARMUTRAGE REBATE
The Tax Reform Act of 1986 instituted certain arbitrage restrictions with respect to the issuance of tax-
exempt bonds after August 31, 1986. In general, arbitrage regulations deal with the investment of all tax-
exempt bond proceeds at an interest yield greater than the interest yield paid to bondholders. Failure to
follow the arbitrage regulations could result in all interest paid to bondholders retroactively rendered taxable.
In accordance with the arbitrage regulations, if excess earnings were calculated, 90% of the amount calculated
would be due to the Internal Revenue Service (IRS) at the end of each five year period. The remaining 10%
would be recorded as a liability and paid after all bonds had been redeemed. During the current year, no
excess earnings were calculated, therefore no payments were made.
PLEDGED REVENUE
The 91 Express Lanes debt issuance outstanding is repaid and secured by the pledging of certain revenues, as
defined in the debt agreement. The amount and term of the remainder of this commitment is indicated in
the debt service to maturity table. The purpose for which the proceeds of the debt issuance was utilized is
disclosed in the debt description. For the year ended June 30, 2010, the 91 Express Lanes paid an additional
$3,780,329 in interest associated with the downgrade of Ambac Insurance Corporation and ale bankruptcy
of Lehman Brothers Holding Inc. Debt service payments as a percentage of the pledged gross revenue for the
year ended June 30, 2010, was as follows:
DESCRIPTION OF ANNUAL AMOUNT OF ANNUAL DEBT
PLEDGED REVENUE
PLEDGED REVENUE SERVICE PAYMENTS
DEBT SERVICE AS A
PERCENTAGE OF
PLEDGED REVENUE
91 Express Lanes Toll Road Revenue
$44,665,333 $16,038,230 35.9%
21
91 EXPRESS LANES FUND
NOTES TO THE FINANCIAL STATEMENTS
i':ST knde,Ja,e 30, '.010
7. A.nvAt.tct_s FROM r.7THErt OCTA FuNDs
In connection with the purchase of the toll facility franchise, to fund the debt service payment required on
February 15. 20(13, and to establish operations, the 91 Express Lanes Fund borrowed $83,640,595 from
other c1CTA funds at an, interest rate, adjusted each January, representing OCTA's rate of return on short-
term investments (4.66% at June 30, 2010). Interest accrues monthly, and the advances from other OCTA
funds plus accrued interest will he repaid on an annual basis with net revenues or as a result of a refinancing.
Total interest of $1,226,.363 accrued on the advances for the year ended June 30, 2010. On June 30, 2010,
the 91 Express Lanes Fund repaid $17,000,000 of the advance with net revenues. At June 30, 2010, these
advances were $9,541,730 and are reported as advances from other OCTA funds.
B. COMMITMENTS AND CONTINGENCIES
OPERATOR AGREEMENT
In connection with the purchase of the toll facility interest, OCTA entered into an operating agreement with
Cofiroute Global Mobility (Cofiroute), to provide operating services in the annual amount of $4,994,000
plus inflation for three initial years with two one-year extension options, subject to Board of Directors
approval. The agreement was in effect from January 3, 2003 through January 2, 2006. Cofiroute is
responsible for the day-to-day operations of the toll facility. On January 6, 2006, OCTA entered into a
second operating agreement with Cofiroute, effective January 3, 2006 through January 2, 2011. The annual
amount of the base contract is $5,448,768 plus inflation adjustments after the first year, The agreement
carried two two-year extension options through January 2, 2015. On April 27, 2009, the Board of Directors
approved a subsequent amendment, which authorizes the addition of two five-year extension options
beginning January 3, 2011 through January 2, 2021.
LEASE COMMITMENTS
The 91 Express Lanes Fund is committed tinder two leases for office space. These leases are considered for
accounting purposes to be operating leases. Lease expenses for the year ended June 30, 2010 were $385,131.
Future minimum payments for these leases approximate the following:
For the year ending June 30:
2011 $ 376,956
2012 386,145
2013 124,929
2014 31,461
TOTAL 919,491
22
91 EXPRESS LANES FUND
NOTES TO THE FINANCIAL STATEMENTS
Y';.r F L(led Iun 30, 2'010
9. PRIOR PERIOD ADJUSTMENT
During fiscal year ending June 30, 2010, the 91 Express Lanes Fund implemented GASB Statement No. 53,
Accounting and Financial Reporting for Derivative Instruments. This statement addresses the recognition,
measurement, and. disclosure. of information regarding derivative instruments entered into by state and local
governments. As of the. Beginning of the fiscal year, the 91 Express Lanes Fund determined that the pay -fixed
interest rate swaps listed as investment derivative instruments did not meet the criteria for effectiveness.
Accordingly, a prior period adjustment has been made to record the accumulated negative changes in fair
value of the swap of $(14,890,364) at July 1, 2009.
The following is a summary for the effect of this adjustment:
NET ASSETS
Beginning balance, as previously reported
Adjustment
BEGINNING BALANCE, AS RESTATED
$ .5.5,942,029
(14,890,364)
41,051,665
23
ORANGE COUNTY TRANSPORTATION AUTHORITY
91 Express Lanes Debt
Staff Report
Orange County Transportation Authority
550 South Main Street / P.O. Box 14184 / Orange / California 92863-1584 / (714) 560-OCTA (6282)
March 4, 2011
To: State Route 91 Advisory Committee
From: Kirk Avila, General Manager, 91 Express Lanes
Subject: 91 Express Lanes Debt
Overview
In December 2008, the Orange County Transportation Authority (OCTA)
privately placed $100 million in Series B two-year, fixed-rate mode bonds for
the 91 Express Lanes with the Orange County Investment Pool (OCIP). The
$100 million private placement was subject to a mandatory tender on
December 18, 2010.
Over the past several months, staff evaluated various alternatives related to
the remarketing of the 91 Express Lanes Series B debt and the outstanding
interest rate swaps. On October 25, 2010, the Board of Directors (Board)
approved another private placement transaction with OCIP and on
December 13, 2010, the Board approved the final terms and financing
documents for the deal. The transaction has a fixed interest rate of
1.55 percent and a final mandatory tender date of August 15, 2013 . The
transaction closed on December 20, 2010. The two most recent agenda items
on the debt restructuring are attached.
Recommendation
Receive and file the 91 Express Lanes Debt item dated October 15, 2010, to
the Finance and Administration Committee and the 91 Express Lanes
Financing Documents item dated November 22, 2010, to the Finance and
Administration Committee.
Attachments
A. 91 Express Lanes Debt Item to the Finance and Administration Committee
dated October 15, 2010
B. 91 Express Lanes Financing Documents Item to the Finance and
Administration Committee dated November 17, 2010
ORANGE COUNTY TRANSPORTATION AUTHORITY
91 Express Lanes Debt
Attachment A
ATTACHMENT A
October 15, 2010
To: Finance and Administration Cbmritt
From: Will Kempton, Chief Executiv
Subject: 91 Express Lanes Debt
Overview
In December 2008, the Orange County Transportation Authority privately
placed $100 million in Series B two-year, fixed-rate mode bonds for the
91 Express Lanes with the Orange County Investment Pool. The $100 million
private placement is subject to a mandatory tender on December 18, 2010, and
the bonds must be remarketed. Over the past several months, staff has
evaluated various alternatives related to the remarketing of the 91 Express
Lanes Series B debt and the outstanding interest rate swaps. Staff is
recommending a new private placement transaction with the Orange County
investment Pool for the $100 million in fixed-rate mode bonds with a final
mandatory tender date of August 15, 2013.
Recommendations
A. Authorize staff to negotiate final terms with the Orange County
Treasurer's office on a new private placement for the $100 million in
91 Express Lanes variable rate demand bonds and return to the Board
of Directors with draft financing documents.
B. Authorize staff to negotiate final terms with Woodlands Bank on an
assignment of the $75 million interest rate swap and return to the Board
of Directors with draft swap documents.
Background
In November 2003, the Orange County Transportation Authority (OCTA) issued
$195.265 million in Toll Road Revenue Refunding Bonds (Series 2003) to
refinance the outstanding taxable bonds associated with the acquisition of the
91 Express Lanes, The bonds were issued in two series: a fixed-rate
transaction and a variable rate transaction. OCTA sold $95.265 million Ambac
Assurance Corporation (Ambac) insured fixed-rate Series A bonds at an
Orange County Transportation Authority
55f .Sr,nthAfo CFroo+ into
91 Express Lanes Debt Page 2
average interest rate of 4.90 percent. The Series B bonds were sold as
variable rate demand bonds (VRDBs) in the amount of $100 million. The
Series B VRDBs were also insured by Ambac and were re -priced on a weekly
basis.
In an effort to remove the variable interest rate exposure, OCTA entered into a
floating -to -fixed interest rate swap with two counterparties, Lehman Brothers
Holdings (Lehman) and Bear Stearns. Lehman was responsible for the
$75 million swap and Bear Stearns was responsible for the $25 million swap.
The swap synthetically fixed the interest rate on the VRDBs to 4.06 percent
The same two counterparties were used as the remarketing agents for selling
the VRDBs to investors.
On January 18, 2008, Fitch Ratings (Fitch) downgraded Ambac, the world's
second -biggest bond insurer, from AAA to AA. The Fitch downgrade impacted
billions of dollars of VRDBs insured by Ambac that were re -priced each week.
Tax-exempt money market funds lost confidence in bond insurance and
decided to boycott insured VRDBs.
Facing the threat of bankruptcy, Bear Stearns was sold to JP Morgan in
June 2008. JP Morgan assumed the $25 million interest rate swap. Lehman
declared bankruptcy in September 2008. The Lehman swap had previously
been assigned to a Lehman subsidiary, Lehman Brothers Commercial Bank
which was recently renamed Woodlands Bank.
As a result of the chaotic market, many issuers with multiple remarketing
agents experienced a wide range of yields for their VRDBs weekly resets.
Ambac's deteriorating credit position prompted other AAA insurers as well as
letter of credit (LOC) banks to reject providing the credit support for bonds that
are also insured by Ambac due to their concern over inter -creditor rights
disagreements. JP Morgan and Dexia Bank advised OCTA in November 2008
that they had decided to decline to renew their LOC that provided credit and
liquidity support for OCTA's Series B VRDBs.
Given the general market uncertainty as well as OCTA's inability to solicit a
new LOC at attractive rates, OCTA decided to privately place the Series B
VRDBs in a two-year, fixed-rate mode authorized by the indenture with the
Orange County Investment Pool (OCIP). The two-year OCIP private
placement interest rate was 3.85 percent and closed on December 19, 2008.
The OCIP rate was lower than the December 2008 rate of a public offering due
to the uncertainty and volatility in the 2008 capital markets.
91 Express Lanes Debt Page 3
The initial ratings of the 91 Express Lanes bonds were A2 by Moody's
Investors Services, Inc. (Moody's), A- by Standard and Poor's (S&P) Ratings
Services, and A- by Fitch. The current ratings of the 91 Express Lanes bonds
are Al, A, and A, respectively.
Interest Rate Swaps
The outstanding interest rate swap with JP Morgan is functioning as designed.
OCTA remits 4.06 percent to JP Morgan on a semi-annual basis and receives
the counterparty payment equal to the Securities Industry Financial Markets
Association (SIFMA) rate on a monthly basis. The transaction with Lehman, or
Woodlands Bank, is not functioning as planned since Lehman filed for
bankruptcy in September 2008. Lehman stopped remitting its counterparty
payments to OCTA commencing October 1, 2008. In response, OCTA ceased
making payments to LehmanANoodlands Bank beginning February 15, 2009.
If the Woodlands Bank swap was assigned to a new counterparty today or
terminated, OCTA would owe Woodlands Bank a net amount of
$5 million in the reconciliation of the cessation of payments between
Woodlands Bank and OCTA since October 1, 2008.
Interest rate swap contracts can be terminated by issuers before maturity.
Interest rate swap termination payments from the issuer to the swap provider
increase when interest rates decline from the initial pricing. Short-term interest
rates have fallen significantly since the Series 2003 bonds were issued and the
interest rate swaps were priced. Based on the decline in the London Interbank
Offer Rate (LIBOR) swap curve since November 2003, the combined swaps
termination payments currently total approximately $23.1 million. If the swaps
were to be terminated today, OCTA would owe JP Morgan
approximately $5.8 million and Woodlands Bank an additional $17.3 million
(plus the $5 million "true up" payment referred to above).
Woodlands Bank has told OCTA that the bank is not in a position to be a
long-term swap counterparty. Woodlands Bank has requested OCTA
terminate or assign the swap to a new swap counterparty. Woodlands Bank
has suggested that it would be willing to pay OCTA a to -be -determined
premium to agree to an assignment to a new counterparty. However, an
assignment to a new counterparty may require additional credit provisions to
reflect the market requirements of 2010.
91 Express Lanes Debt Page 4
Discussion
The OCIP private placement has a December 18, 2010, mandatory tender
date. Staff has evaluated various restructuring options over the past several
months for the $100 million in two-year, fixed-rate mode debt. These options
include:
Negotiate a new short-term private placement with OCIP or an institutional
investor.
A private placement would allow OCTA to remarket the Series B bonds for a
two or three-year period to see if the LOC market stabilizes at attractive terms.
In addition, the suggested August 15, 2013, mandatory tender date would allow
OCTA to consider refunding both the fixed-rate Series A bonds (eligible for
optional redemption on August 15, 2013), and the Series B bonds with 30 -year
bonds if OCTA extends the 91 Express Lanes franchise agreement.
Solicit a new bank LOC and sell VRDBs that mature in 2030.
Although the cost of bank LOCs has not fallen to pre -2008 levels, bank LOCs
are available at an estimated 100 to 120 basis points. A new LOG bank will
likely require that the existing Ambac insurance policy be terminated. VRDBs
backed by an LOC would enable the 91 Express Lanes bonds to be priced at a
weekly rate that is highly correlated to the swaps benchmark which would
result in returning to a base cost of approximately 4.06 percent. VRDBs are
subject to optional redemption on its weekly pricing date. The inherent risk in
VRDBs is the ongoing credit quality of the LOC bank as well as the renewal
and new cost risk of LOCs in the future.
Sell short-term floating rate notes (FRNs) that are priced at a pre -determined
spread over the weekly SIFMA benchmark.
FRNs benchmarked to SIFMA are a growing, but relatively small, market.
FRNs cannot be put back to the issuer at the option of the investor. The
attraction of FRNs is the lack of the need for a LOC and the related savings in
cost. However, the spread may equal the cost of the LOC. FRNs are issued in
the one to five-year maturity range.
Publicly sell short-term fixed-rate bonds.
Under the indenture, OCTA could sell two to five year mode bonds with a
mandatory tender for repurchase at the mode's maturity. The short-term bonds
would be sold in the municipal market at a spread to the standard Municipal
91 Express Lanes Debt Page 5
Market Data (MMD) benchmark. This option would require greater disclosure
documents than a private placement plus an underwriting firm to sell the
bonds.
Publicly sell long-term fixed-rate bonds.
OCTA could sell parity refunding fixed-rate bonds under the existing closed lien
indenture based on certain debt service coverage projection requirements.
The long-term bonds would be sold in the municipal market at a spread to the
standard Municipal Market Data (MMD) benchmark. This option would require
detailed disclosure documents plus an underwriting firm to sell the bonds.
Recommended Strategy
Staff recommends the Board of Directors (Board) select the private placement
option with OCIP for the remarketing of the 91 Express Lanes Series B
fixed-rate debt. OCTA has negotiated with the Orange County Treasurer's
office a preliminary fixed-rate of 1.55 percent for an approximate two-year,
eight -month period (final maturity of August 15, 2013), A draft term sheet for
the transaction is provided in Attachment A.
There are many advantages to OCTA with this transaction. First, the interest
rate on the fixed-rate mode is fixed at 1.55 percent for a two-year, eight -month
period. Another advantage of the transaction includes less disclosure
requirements compared to a traditional public offering. This translates into
lower cost of issuance expenses and a shorter time period for completing the
transaction. It is assumed that the private placement can be completed for
approximately $200,000. This includes fees for ratings, bond counsel, financial
advisor, and other miscellaneous expenses.
Under this option with a functional swap, the total amount of annual debt
service would equal 1.55 percent owed under the private placement plus the
swap interest rate of 4.06 percent to the swap counterparties. Offsetting these
amounts, OCTA would receive payments from the swap counterparties
equal to the weekly SIFMA rate. The current SIFMA rate is 0.3 percent
(30 basis points). Therefore, the total annual debt service would equal
5.31 percent in the current interest rate environment. If interest rates decrease
to zero percent, the maximum amount OCTA would pay would total
5.61 percent. If interest rates increase, the net amount OCTA would pay would
decrease at levels equal to the SIFMA rate.
The figures discussed above assume that the swap counterparty payment
exchange continues with the two counterparties. Since Woodlands Bank is not
91 Express Lanes Debt Page 6
performing under the terms of the swap, OCTA is not receiving the SIFMA
benchmark from or paying the 4.06 interest to Woodlands Bank.
Woodlands Bank has expressed an interest in assigning the swap to another
counterparty with OCTA having approval rights regarding the new
counterparty. Staff recommends OCTA pursue an assignment with a new
counterparty for the $75 million interest rate swap. If an assignment is agreed
upon and approved by both parties, OCTA will enter into a new swap
agreement with the new counterparty.
Woodlands Bank has also told OCTA staff it would be interested in terminating
the swap. Given the current low levels of interest rates, it is likely to be too
costly to terminate the swaps in today's environment. However, if interest rate
levels were to rise in the future, OCTA would have the option of terminating the
swaps if the existing Woodlands Bank swap were to be assigned to a new
counterparty.
Next Steps
If the Board approves the recommended strategy, staff will finalize the
negotiations with the Orange County Treasurer's office and prepare the
financing documents for the transaction. Once completed, staff will submit the
financing documents to the Board for final review and approval. In addition,
staff will determine the exact cost of issuance expenses for the private
placement transaction and provide those figures to the Board for approval.
Staff will also finalize negotiations with Woodlands Bank regarding the
assignment of the $75 million interest rate swap and return to the Board with
the terms of the assignment and the name of the proposed new counterparty.
Summary
A plan to restructure the 91 Express Lanes variable rate demand bonds is
presented for approval by the Finance and Administration Committee and the
Board of Directors. The plan entails entering into a new private placement
transaction with the Orange County Investment Pool.
91 Express Lanes Debt page, 7
Attachment
A. $100.000,000, Orange County Transportation Authority, Toll Road
Revenue Refunding Bonds (91 Express Lanes), $75,000,000 Series
2003-B-1, $25,000,000 Series -B-2, October 4, 2010
Prepared by:
Kirk Avila
Treasurer/General Manager
Treasury/Toll Roads
(714) 560-5674
Approved by:
Ken Phipps
Executive Director,
Finance and Administration
(714) 560-5637
ATTACHMENT A
$100,000,000
Orange County Transportation Authority
Toll Road Revenue Refunding Bonds (91 Express Lanes)
$75,000,000 Series 2003-B-1
$25,000,000 Series -B-2
October 4, 2010
Dated Date
OCTA F&A Approval
OCTA Board Approval
Bond Purchase Contract
Closing
te-re . -
Interest Payment Dates
Interest Only
Pledged Funds
MandatorrTender
Orange County Investment
Pool (OCIP) Rate
No Liquidity Facility
Bond Insurance
Optional redemption
Underling Ratings
Committee on Uniform
Security Identification
Procedures (CUSIP)
Disclosure Update
Stantec 2008 Toll &Revenue
Update
iced Financials
Date of Delivery
November 17, 2010
November 22, 2010
Sign Bond Purchase Contract week of November 29
December 20
a Exempt .
February 15 and August 15
No principal amortization or sinking fund payments during
OCIP Rate Period
Pledge Funds include Revenues as described in the
Remarketing Circular (same as 2008)
August 15, 2013
1.55%
No LOC or Liquidity Facility during OCIP Rate Period
Ambac insurance is anticipated to remain in place during OCIP
Rate Period
First year @101%
Next 6 months @100.5%
Next 6 months @100.25%
100% thereafter
Currently Al, A, A; OCTA will apply for new ratings
New CUSP numbers will be provided
As requested including actual traffic and revenue figures
None
To be included in Remarketing Circular
ORANGE COUNTY TRANSPORTATION AUTHORITY
91 Express Lanes Debt
Attachment B
ATTACHMENT B
OCTA
November 17, 2010
To: Finance and Administration Co ee
From: Will Kempton, C u ive officer
Subject:
Overview
91 Express Lanes Financing Documents
On October 25, 2010, the Orange County Transportation Authority Board of
Directors authorized staff to negotiate final terms with the Chief Financial
Officer of Orange County (representing the Orange County Treasurer's office),
on a private placement for the $100 million in 91 Express Lanes variable rate
demand bonds, The financing documents for the transaction are presented for
review and approval.
Recommendations
A. Approve a private placement transaction with the Orange County
Investment Pool for the $100 million in 91 Express Lanes variable rate
demand bonds and authorize the Chairman, Vice -Chairman, Chief
Executive Officer, Executive Director of Finance and Administration, and
the Treasurer/General Manager of Toll Roads of the Orange County
Transportation Authority to sign all documents on behalf of the
91 Express Lanes.
Adopt Resolution No. 2010-135 and approve the form of the required
financing documents necessary for the Orange County Transportation
Authority to proceed with the private placement with the Orange County
investment Pool.
C. Authorize delivery of other documents necessary in connection with the
private placement transaction, including a Supplement to the
Remarketing Circular as requested by the Orange County Investment
Pool,
Approve a total of $95,000 in cost of issuance expenses for bond
counsel services, financial advisory services, and rating fees related to
the private placement with the Orange County Investment Pool, These
Orange County Transportation Authority
550 South Main Street / P. Q. Box 14184 / Orange /California 928634584 / (714) 860-OC7A (6282)
91 Express Lanes Financing Documents Page 2
expenses have been budgeted in the fiscal year 2010-11 budget and
are to be fully funded by the 91 Express Lanes funds.
Background
In December 2008, the Orange County Transportation Authority (OCTA)
privately placed $100 million in Series B two-year, fixed-rate mode bonds for
the 91 Express Lanes with the Orange County Investment Pool (OCIP). The
$100 million private placement is subject to a mandatory tender on
December 18, 2010, and the bonds must be remarketed.
Over the past several months, staff evaluated various alternatives related to
the remarketing of the 91 Express Lanes Series B debt and the outstanding
interest rate swaps. On October 25, 2010, the Board of Directors (Board)
approved another private placement transaction with the OCIP and directed
staff to negotiate final terms for the deal. The transaction will have a fixed
interest rate of 1.55 percent and a final mandatory tender date of
August 15, 2013. It is anticipated the transaction will close on
December 20, 2010.
Discussion
In order to implement the private placement transaction, OCTA is required to
execute several financing documents with related parties. Following is a list of
the items for approval with an accompanying description:
Resolution: The resolution (Attachment A) authorizes the remarketing of the
$100 million in 91 Express Lanes bonds to the Chief Financial Officer (CFO) of
Orange County (representing the Orange County Treasurer). The resolution
states the statutory existence of OCTA, provides background on the 2003
variable rate debt issuance, and summarizes the required financing documents
for the private placement. The resolution also notes that in order to complete
the transaction, OCTA has to execute a Fourth Supplemental Indenture,
purchase contract, and a Supplement to the Remarketing Circular.
Fourth Supplemental Indenture: A contract between OCTA and the trustee, for
the benefit of the bondholder. The trustee administers the funds specified in
the indenture in a fiduciary capacity on behalf of the bondholder. The trust
indenture establishes the rights, duties, responsibilities and remedies of OCTA
and the trustee and determines the exact nature of the security for the bonds.
This document is included as Attachments B.
91 Express Lanes Financing Documents Page 3
Purchase Contract: Agreement between OCTA and the CFO of Orange
County (representing the Orange County Treasurer), which outlines the final
terms, conditions, and price for the sale of the $100 million in toll road revenue
bonds. This document is included as Attachment C.
Supplement to the Remarketing Circular: The Remarketing Circular generally
discloses material information on the bond issue, including the purpose of the
bond issue, how the bonds will be repaid, financial statements, traffic and
revenue study, and the financial, economic, and demographic characteristics of
the toll road and Orange County. The Supplement to the Remarketing Circular
updates certain sections of the document as requested by the CFO of
Orange County (representing the Orange County Treasurer).
Next Steps
The financing documents for the private placement transaction will be
submitted to the rating agencies for their review and ratings. It is anticipated
that the ratings will be released during the first couple weeks of
December 2010. If the Finance and Administration Committee and the Board
approve the recommended actions, the transaction with the Orange County
Investment Pool will close on December 20, 2010.
Staff will continue to work on the assignment of the $75 million interest rate
swap with Lehman Brothers/Woodlands Bank. Staff will return to the Board
seeking approval for the legal documents related to the assignment over the
next couple of months.
Fiscal Impacts
The OCTA will incur approximately $95,000 in cost of issuance expenses for
the private placement transaction. This includes fees for ratings, bond counsel,
and financial advisory services. These expenses will be fully funded through
the 91 Express Lanes Fund and are included in the fiscal year 2010-11 budget.
Summary
The financing documents for the fixed-rate private placement with the Orange
County Investment Pool are presented for approval to the Finance and
Administration Committee and the Board of Directors.
91 Express Lanes Financing Documents Page 4
Attachments
A. Orange County Transportation Authority Resolution No. 2010-136
B. Fourth Supplemental Indenture
C. $100.000, Orange County Transportation Authority, Toll Road
Revenue Refunding Bonds (91 Express Lanes), Series 2003-B-1 and
Series 2003-B-2, Purchase Contract
Prepared by:
Kirk Avila
Treasurer/General Manager
Treasury/Toll Roads
(714) 560-5674
Approved by:
'4:6(>/ x,,vt
Kenneth Phipps
Executive Director,
Finance and Administration
(714) 560-5637
ATTACHMENT A
ORANGE COUNTY TRANSPORTATION AUTHORITY
RESOLUTION NO. 2010435
AUTHORIZING THE MANDATORY TENDER AND
REMARKETING OF S100,000,000 AGGREGATE PRINCIPAL
AMOUNT OF ORANGE COUNTY TRANSPORTATION
AUTHORITY TOLL ROAD REVENUE REFUNDING BONDS
(91 EXPRESS LANES) SERIES 2003 B, AUTHORIZING THE
EXECUTION AND DELIVERY OF A SUPPLEMENTAL
INDENTURE, AUTHORIZING THE EXECUTION AND
DELIVERY OF A PURCHASE CONTRACT PROVIDING
FOR THE REMARKETING OF THE BONDS TO THE CHIEF
FINANCIAL OFFICER OF ORANGE COUNTY,
AUTHORIZING DELIVERY OF OTHER DOCUMENTS
NECESSARY IN CONNECTION THEREWITH, INCLUDING
A SUPPLEMENT TO REMARKETING CIRCULAR, AND
DELEGATING TO THE CHAIRMAN, VICE CHAIRMAN,
CHIEF EXECUTIVE OFFICER, EXECUTIVE DIRECTOR OF
FINANCE AND ADMINISTRATION, THE TREASURER
AND GENERAL MANAGER; TOLLROADS OF THE
AUTHORITY POWER TO COMPLETE SAID DOCUMENTS,
AUTHORIZING DISTRIBUTION OF SAID DOCUMENTS
AND AUTHORIZING TAKING OF ALL NECESSARY
ACTIONS,
WHEREAS, the Orange County Transportation Authority (the "Authority"),
pursuant to Section 130240 of the Public Utilities Code of the State of California (the "Act"),
is authorized to issue bonds payable solely from the revenues received by the Authority from
the ownership and operation of the 91 Express Lanes toll road project ("91 Express Lanes")
WHEREAS, in November, 2003, the Authority issued S100,000,000 aggregate
principal amount of its Toll Road Revenue Refunding Bonds (91 Express Lanes), Series 2003
B (referred to herein as "2003 Series -B Bonds");
WHEREAS, the 2003 Series -B Bonds were issued pursuant to a master
indenture of trust, dated as of November I, 2003 (the "Indenture"), between the Authority and
Wachovia Bank, National Association, as prior trustee (the "Prior Trustee"), and a Second
Supplemental Indenture dated as of November 1, 2003, between the Authority and the Prior
Trustee (the "Second Supplemental Indenture");
WHEREAS, on December 19, 2008, the Chief Financial Officer of Orange
County (the "Purchaser") acquired the Series 2003-B Bonds following a mandatory tender of
398712
the Series 2003-B Bonds as authorized under and pursuant to a Third Supplemental Indenture,
dated as of October 1, 2008 (the "Third Supplemental Indenture") by and between the
Authority and U.S, Bank National Association, as successor trustee (the "Successor Trustee");
WHEREAS, the Purchaser and the Authority desire to enter into a proposed
form of purchase contract relating to the repurchase of the 2003 Series -B Bonds upon the
mandatory tender of the Series 2003-B Bonds on December 20, 201.0 (such purchase contract
being referred to herein as the "Purchase Contract"), as provided pursuant to a Fourth
Supplemental Indenture, dated as of November 1, 2010 (the "Fourth Supplemental
Indenture") by and between the Authority and the Successor Trustee;
WHEREAS, the Purchaser has requested that the Authority prepare a
supplement to the remarketing circular dated November 24, 2008 updating certain information
relating to the terms and provisions of the 2003 Series -B Bonds, the 91 Express Lanes and the
revenues derived therefrom by the Authority, the Authority and its transportation programs
and certain financial and demographic information (such supplement to remarketing circular
being referred to herein at times as the "Supplement to Remarketing Circular");
WHEREAS, it is now necessary for the Authority to approve the execution of
the forms of the Fourth Supplemental Indenture, the Purchase Contract, and to authorize the
preparation, distribution and execution of the Supplement to Remarketing Circular, and to
authorize the mandatory tender and remarketing of the 2003 Series -B Bonds to the Purchaser
pursuant thereto, and to authorize the taking of various actions in connection therewith;
WHEREAS, the Authority has been presented with the form of the Purchase
Contract and Fourth Supplemental Indenture which is to be approved pursuant to this
Resolution, and the Authority has examined and approved each document and desires to
authorize and direct the execution and delivery of such documents, the preparation and
distribution of the Supplemental Remarketing Circular, and the consummation of such
financing; and
WHEREAS, all acts, conditions and things required by the Act and the
Constitution and laws of the State of California to exist, to have happened and to have been
performed precedent to and in connection with the consummation of the financing authorized
hereby do exist, have happened and have been performed in regular and due time, form and
manner as required by law, and the Authority is now duly authorized and empowered,
pursuant to each and every requirement of law, to authorize such financing and to authorize
the execution and delivery of the Purchase Contract, the Fourth Supplemental Indenture, and
preparation, execution and distribution of the Supplemental Remarketing Circular for the
purposes, in the manner and upon the terms provided;
NOW, TTIEREFORE, BE IT RESOLVED by the ORANGE COUNTY
TRANSPORTATION AUTHORITY as follows:
_2_
Section 1. The remarketing by the Authority of the 2003 Series -B Bonds to the
Purchaser pursuant to the Purchase Contract and as to be described in the Supplemental
Remarketing Circular is hereby authorized and approved.
Section 2. The execution and delivery of the Fourth Supplemental Indenture in
the form submitted to the Authority at this meeting, and the terms and conditions of the
Fourth Supplemental Indenture, which are hereby incorporated by reference, are hereby
ratified and approved. The Chief Executive Officer of the Authority is directed to file a copy
of said forms of the indenture and the Supplemental Indentures with the minutes of this
meeting, and the Chief Executive Officer of the Authority is authorized and directed to
execute and deliver the Fourth Supplemental Indenture, with such additions thereto or
changes therein which they may deem necessary or desirable and as counsel to the Authority
or Bond Counsel may require or approve, the approval of such additions or changes to be
conclusively evidenced by the execution and delivery of the Fourth Supplemental Indenture.
Section 3. The Authority hereby authorizes and approves the preparation and
delivery to the Purchaser of the Supplement to Remarketing Circular, The Supplement to
Remarketing Circular shall be in such form as is approved, by the Chief Executive Officer,
with such approval to constitute conclusive evidence of the Authority's approval of the
Supplement to Remarketing Circular. The Chief Executive Officer of the Authority is hereby
authorized and directed to execute and deliver the Supplement to Remarketing Circular in its
final form, such approval to be conclusively evidenced by the execution and delivery of the
Supplement to Remarketing Circular.
Section 4. The proposed form of Purchase Contract, to be dated the date of its
execution, and entitled "Purchase Contract," providing for the remarketing and sale of the
2003 Series -B Bonds by the Authority to the Purchaser, submitted to the Authority at this
meeting, and the terms and conditions of the Purchase Contract, which are hereby
incorporated by reference, are hereby approved. The Chief Executive Officer of the Authority
is directed to file a copy of said form of Purchase Contract with the minutes of this meeting.
The remarketing and sale of the 2003 Bonds to the Purchaser at the principal amount thereof
with an annual interest rate of 1.55% in accordance with said form of Purchase Contract, be
and is hereby authorized and approved, and the Chairman, Vice Chairman, the Chief
Executive Officer, the Executive Director of Finance and Administration or the Treasurer and
General Manager. Tollroads, of the Authority is authorized and directed to complete, execute
and deliver the Purchase Contract in substantially said form, containing such additions thereto
or changes therein as the Chairman, Vice Chairman, the Chief Executive Officer, the
Executive Director of Finance and Administration and Treasurer and General Manager,
Tollroads, of the Authority may deem necessary or desirable and as counsel to the Authority
or Bond Counsel may require or approve, the approval of such additions or changes to be
conclusively evidenced by the execution and delivery of the Purchase Contract.
Section 5. The Chairman, Vice Chairman, Chief Executive Officer and
Executive Director of Finance and Administration and Treasurer and General Manager,
Toliroads, of the Authority, and other appropriate officers of the Authority, are hereby
-3-
authorized and directed. jointly and severally, for and in the name and on behalf of the
Authority, to execute and deliver any and all documents, agreements, certificates and
representations, including, without limitation, signature certificates, no -litigation certificates,
tax certificates, all documents, certificates and instructions in connection with the mandatory
tender and remarketing of the 2003 Series -B Bonds, and certificates concerning the contents
of the Supplemental Remarketing Circular and the representations and warranties in the
Purchase Contract, and to do any and all things and take any and all actions which may be
necessary or advisable, in their discretion, to effectuate the actions which the Authority has
approved in this Resolution.
Section 6. All actions heretofore taken by the officers and agents of the
Authority with respect to the issuance, purchase, execution and delivery of the 2003 Bonds
and the mandatory tender and remarketing of the 2003 Series -B Bonds are hereby ratified,
confirmed and approved.
Section 7. This Resolution shall take effect from and after its adoption.
-4-
PASSED AND ADOPTED an December 13, 2010, by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
Chairman of the Orange County
Transportation Authority
This RESOLUTION was entered into
at a meeting of the Orange County
Transportation Authority held
December 13, 2010, in Orange, California.
Attest:
Clerk of the Board
Approved as to Form
By:
Kennard R. Smart, Jr., Esq,
General Counsel to Authority
-5,-
ATTACHMENT B
FOURTH SUPPLEMENTAL INDENTURE
by and between the
ORANGE COUNTY TRANSPORTATION AUTHORITY
and
U.S. BANK NATIONAL ASSOCIATION,
as Successor Trustee
relating to
$75,000,000
Orange County Transportation Authority
Toll Road Revenue Refunding Bonds
(91 Express Lanes)
Series 2003-B-1
and
$25,000,000
Orange County Transportation Authority
Toll Road Revenue Refunding Bonds
(91 Express Lanes)
Series 2003-B-2
(Supplemental to the Master Indenture of Trust dated as of November 1, 2003, the
Second Supplemental Indenture dated as of November 1, 2003 and the Third
Supplemental Indenture dated as of October 1, 2008)
Dated as of November 1, 2008
LA_IMAN,_398699_1 (3),DOC
defined herein shall have the respective meanings ascribed to them in the Master
Indenture or the Second Supplemental Indenture as amended hereby.
"OCIP Rate" means the rate of 1.55% per annum for the OCIP Rate Period
beginning on December 20, 2010 and ending on August 15, 2013.
"OCIP Rate Period" means the period during which the Series 2003-B Bonds
bear interest at the OCIP Rate, the initial OCIP Rate Period beginning on December 19,
2008 and ending on December 20, 2010, and the next OCIP Rate Period beginning on
December 20, 2010 and ending on August 15, 2013.
ARTICLE II
REDEMPTION AND PURCHASE OF SERIES 2003-B BONDS
Section 2.01. Section 4.01(a) Optional Redemption of Series 2003-B Bonds
Section 4.01(a)(vii) of the Second Supplemental shall be amended as follows:
"(vii) OCIP Rate Period Beginning December 19, 2008 and Ending
December 18, 2010. The Series 2003-B Bonds bearing interest at the OCIP Rate for
the period beginning December 19, 2008 and ending December 18, 2010 are subject to
optional redemption by OCTA, in whole or in part, in Authorized Denominations, on any
date during the OCIP Rate Period at the following Redemption Prices based on the
principal being redeemed, plus accrued interest, if any, to such Redemption Date:
Redemption Period
Redemption Price
December 19, 2008 to and including
December 18, 2009
December 19, 2009 to and including.
June 18, 2010
101%
100.5%
June 19, 2010 to and including
December 18, 2010
100.25%
The Series 2003-B Bonds bearing interest at the OCIP Rate are also subject to optional
redemption by OCTA, in whole, on December 19, 2009, in the event the Bond Owner
exercises its option to require that all of the Series 2003-B Bonds be purchased as
provided in Section 4.02(b) hereof at a Redemption Price equal to 100% of the principal
amount of the Series 2003-B Bonds to be redeemed, plus accrued interest, if any, to
such Redemption Date, without premium."
Section 4.01(a)(viii) is hereby added to the Second Supplemental as follows:
LA_IMAN„ 398699_1 (3).DOC 2
"(viii) OCIP Rate Period Beginning December 20, 2010 and Ending August 15,
2013. The Series 2003-B Bonds bearing interest at the OCIP Rate for the period
beginning December 20, 2010 and ending August 15, 2013 are subject to optional
redemption by OCTA. in whole or in part, in Authorized Denominations, on any date
during the OCIP Rate Period at the following Redemption Prices based on the principal
being redeemed, plus accrued interest, if any, to such Redemption Date:
Redemption Period
December 20, 2010 to and including
December 19, 2011
December 20, 2011 to and including June
19, 2012
Redemption Price
101%
100.5%
June 20, 2012 to and including December
19, 2012
'December 20, 2012 and thereafer
100.25%
100%
ARTICLE III
AMENDMENT TO SECTION 2.6 OF THE MASTER. INDENTURE
Section 3.01. Section 2.6. Registration and Transfer and Exchange of
Bonds; Persons Treated as Owners
Section 2.6 of the Master Indenture shall be amended to add the following
sentence at the end thereof:
"Notwithstanding anything herein to the contrary, during the period the Series
2003-B Bonds bear interest at the OCLTA Rate they shall not be subject to transfer and
during the period the Series 2003-B Bonds bear interest at the OCIP Rate, transfer of
the Series 2003-B Bonds shall be restricted to purchasers who shall have executed and
delivered to the Trustee an investor's letter in the form set forth in Exhibit A-5 of the
Second Supplemental Indenture".
ARTICLE IV
MISCELLANEOUS
Except as expressly provided in this Fourth Supplemental Indenture to the
contrary, the Trustee shall be subject to all of the duties, rights and obligations set forth
in Article IX of the Master Indenture.
Section 4.01. Severability.
LA_IMAN_398699_1 (3).000 3
EXHIBIT A-5
FORM OF SERIES 2003-B BOND
(ADJUSTABLE INTEREST RATE)
(OCLTA Rate and OCIP Rate)
ORANGE COUNTY TRANSPORTATION AUTHORITY
TOLL ROAD REVENUE REFUNDING BONDS (91 EXPRESS LANES)
SERIES 2003-B
No. R- S
UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
SECURITIES DEPOSITORY (AS DEFINED IN THE SECOND SUPPLEMENTAL
INDENTURE) TO THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY SERIES 2003-B BOND ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE SECURITIES DEPOSITORY (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE SECURITIES DEPOSITORY), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN,
This Bond does not constitute a debt or liability of the State of California or any political
subdivision thereof, other than the Orange County Transportation Authority or a pledge
of the faith and the credit of the State of California or any political subdivision thereof,
but shall be payable solely from the Pledged Funds.
Interest Rate
As described
herein.
Maturity Date Original issue Date CUSIP
December 15, 2030 November 12, 2003
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
The ORANGE COUNTY TRANSPORTATION AUTHORITY, a public agency
duly organized and existing under and pursuant to the laws of the State of California
(the "Authority„ or "Issuer"), for value received, hereby promises to pay (but only out of
Pledged Funds) to the registered owner named above or registered assigns, on the
maturity date specified above, the principal sum specified above together with interest
thereon from the Original Issue Date until the principal hereof shall have been paid, at
the interest rate per annum as provided in this Bond and the hereinafter defined Second
LA_IMIAN,_398699_1 (3),OOC 1
Supplemental Indenture, Third Supplemental Indenture and Fourth Supplemental
indenture.
This Bond is one of a duly authorized issue of Orange County Transportation
Authority Toll Road Revenue Refunding Bonds (91 Express Lanes), Series 2003-B (the
"Bonds") of the designation indicated on the face hereof. Said authorized issue of
Bonds is limited in aggregate principal amount as provided in said Second
Supplemental Indenture. and consists or may consist of one or more series/Series of
varying denominations, dates, maturities, interest rates and other provisions, as in said
Master indenture of Trust provided, all issued and to be issued pursuant to the
provisions of Section 130240 of the California Public Utilities Code (the `Act"). This
Bond is issued pursuant to a Master Indenture of Trust dated as of November 1, 2003,
by and between the Authority and 1Nachovia Bank, National Association, as trustee (the
"Predecessor Trustee"), as amended and supplemented, providing for the issuance of
the Bonds, and a Second Supplemental Indenture, dated as of November 1, 2003, by
and between the Authority and the Predecessor Trustee and a Third Supplemental
Indenture, dated as of October 1, 2008 and a Fourth Supplemental Indenture, dated as
of November 1, 2010, by and between the Authority and U.S. Bank National
Association, as successor trustee (the "Trustee"), setting forth the terms and authorizing
the issuance of the Bonds (said Master Indenture of Trust as amended and
supplemented, including as supplemented by the Second Supplemental Indenture,
Third Supplemental Indenture and the Fourth Supplemental Indenture, being the
"Indenture"). Capitalized terms not otherwise defined herein shall have the meanings
set forth in the Indenture. Reference is hereby made to the Indenture and to the Act for
a description of the terms on which the Bonds are issued and to be issued, the
provisions with regard to the nature and extent of the Pledged Funds (as that term is
defined in the Indenture), and the rights of the registered owners of the Bonds, and all
the terms of the Indenture and the Act are hereby incorporated herein and constitute a
contract between the Authority and the registered owner from time to time of this Bond,
and to all the provisions thereof the registered owner of this Bond, by its acceptance
hereof, consents and agrees. Additional bonds may be issued, and obligations may be
incurred, on a parity with the Bonds of this authorized issue, but only subject to the
conditions and limitations contained in the Indenture.
The Bonds and the interest thereon (to the extent set forth in the Indenture),
together with any obligations of the Authority payable from Pledged Funds on a parity
basis with the Bonds (the "Parity Debt") outstanding and hereafter issued by the
Authority, and the interest thereon, and any premium due upon the redemption thereof,
are limited obligations payable from, and are secured by a charge and lien on, Pledged
Funds, and certain funds held by the Trustee under the indenture, in the lien priority
specified therein. All of the Bonds and Parity Debt are equally secured by a pledge of,
and charge and lien upon, all Pledged Funds, and the Pledged Funds constitute a trust
fund for the security and payment of the interest on and principal of the Bonds, but
nevertheless out of Pledged Funds certain amounts may be applied for other purposes
as provided in the Indenture.
LA_IMAN_398699 1 (3).DOC 2
The Bonds are limited obligations of the Authority and are payable, both as to
principal and interest and as to any premium upon redemption thereof, out of the
Pledged Funds and certain funds held by the Trustee under the Indenture.
The general fund of the Authority is not liable, and the credit or taxing power of
the Authority is not pledged (other than as described above), for the payment of
principal, premium, if any; or interest with respect to the Bonds. The Bonds are not
secured by a legal or equitable pledge of, or charge; lien or encumbrance upon, any of
the property of the Authority or any of its income or receipts, except Pledged Funds and
certain funds held under the Indenture, in the lien priority specified therein,
Interest Rate. Interest on this Bond may accrue at a Daily Interest Rate, Weekly
Interest Rate, Flexible Interest Term Rate, OCLTA Rate or Long -Term Interest Rate
(including the OCIP Rate), all as provided in the Second Supplemental Indenture and
the Fourth Supplemental Indenture.
Interest Payment and Record Dates. Interest hereon will be due and payable from
the Interest Payment Date (as defined in the Second Supplemental indenture, the Third
Supplemental Indenture and the Fourth Supplemental Indenture, as hereinafter
provided) before the date of authentication hereof (unless this Bond is authenticated
during the period after a Record Date (as defined in the Second Supplemental
Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture)
but on or before the next Interest Payment Date, in which event this Bond shall bear
interest from that Interest Payment Date, or unless this Bond is authenticated prior to
the first Record Date, in which event this Bond shall bear interest from the Original
Issue Date (as set forth above), or unless at the time of authentication interest is in
default, in which event it shall bear interest from the Interest Payment Date to which
interest has been paid or provided for), until the principal amount hereof is paid or made
available for payment. Prior to the Fixed Interest Rate Date (as defined in the Second
Supplemental Indenture), interest with respect to this Bond shall be payable at an
Adjustable Interest Rate (as defined in the Second Supplemental Indenture, the Third
Supplemental indenture and the Fourth Supplemental Indenture) (except an Auction
Rate (as defined in the Second Supplemental Indenture)) in effect from time to time.
While this Bond bears interest at the Daily interest Rate, Weekly Interest Rate, OCLTA
Rate, OCIP Rate or Flexible Interest Term Rate (all as defined in the Second
Supplemental Indenture and the Fourth Supplemental Indenture), interest shall be
computed on the basis of actual days elapsed during the Interest Rate Period (as
defined in the Second Supplemental Indenture, the Third Supplemental Indenture and
the Fourth Supplemental Indenture) and of a year consisting of 365 days (366 days in a
leap year). During a Long -Term Interest Rate Period (as defined in the Second
Supplemental Indenture) interest shall be computed on the basis of a year consisting of
360 days, consisting of 12 months of 30 days each; provided that during the OCIP Rate
Period interest shall be computed on the basis of a year consisting of 365 -days (366
days in a leap year).
Payment of Principal. Payment of principal on this Bond will be paid at the Maturity
Date (as provided for above) upon surrender of such Bond to the Trustee or its agent
LA_IMAN_398899_1 (3).DOC 3
except that if this Bond is a Book -Entry Bond, the Trustee may make other agreements
for payment of principal. Principal and interest will be paid in money of the United
States that at the time of payment is legal tender for payment of public and private debts
or by checks or drafts payable in such money. If any payment on the Bonds is due on a
non -Business Day, it will be made on the next Business Day, and no interest will accrue
as a result.
Redemption and Purchase_ This Bond is subject to optional redemption anc
mandatory sinking fund redemption as more specifically provided in the Second
Supplemental Indenture, the Third Supplemental Indenture and the Fourth
Supplemental Indenture. During a Daily Interest Rate Period and a Weekly Interest
Rate Period and upon delivery of a written notice by the Owner as provided in the
Second Supplemental Indenture, this Bond shall be purchased (in whole) from its holder
at the option of the holder on any Business Day at a purchase price equal to the
principal amount thereof plus accrued interest, if any, from and including the day
immediately preceding the date of purchase, all as provided in the Second
Supplemental Indenture. This Bond is also subject to mandatory purchase under
certain circumstances as provided in the Second Supplemental Indenture and the
Fourth Supplemental Indenture.
Persons Deemed Owners. The Authority, the Trustee and any paying agent may
deem and treat the registered owner hereof as the absolute owner hereof for ail
purposes, and the Authority, the Trustee and any paying agent shall not be affected by
any notice to the contrary.
Amendment, Supplement, Waiver. The rights and obligations of the Authority and of
the holders and registered owners of the Bonds may be modified or amended at any
time in the manner, to the extent, and upon the terms provided in the indenture, which
provide, in certain circumstances, for modifications and amendments without the
consent of or notice to the registered owners of the Bonds; provided, however, no
amendment shall modify the rights or obligations of the Trustee without its prior written
consent.
Conditions to Issuance. It is hereby certified and recited that any and all acts,
conditions and things required to exist, to happen and to be performed, precedent to
and in the incurring of the indebtedness evidenced by this Bond, and in the issuing of
this Bond, do exist, have happened and have been performed in due time, form and
manner, as required by the Constitution and statutes of the State of California, and that
this Bond, together with all other indebtedness of the Authority pertaining to Pledged
Funds, is within every debt and other limit prescribed by the Constitution and the
statutes of the State of California, and is not in excess of the amount of Bonds permitted
to be issued under the Indenture or the Act.
Authentication. This Bond shall not be entitled to any benefit under the Indenture, or
become valid or obligatory for any purpose, until the certificate of authentication hereon
endorsed shall have been manually signed by the Trustee.
LA_IMIAN_398e99_1 (3).JOC 4
Transferability. During the OCIP Rate Period, this Bond may only be transferred in
Authorized Denominations (as defined in the Second Supplemental Indenture, the Third
Supplemental Indenture and the Fourth Supplemental Indenture) to a transferred who
executes and delivers to the Trustee an Investor Letter in the form attached hereto.
LA_iMAN_398699_1 (3),DOC 5
IN WITNESS WHEREOF THE ORANGE COUNTY TRANSPORTATION AUTHORITY
has caused this Bond to be executed in its name and on its behalf by its Chairman and
countersigned by its Executive Director of Finance and Administration, all as of the
day of 201_.
[SEAL]
ORANGE COUNTY TRANSPORTATION
AUTHORITY
By
By
Chairman
Executive Director of Finance and Administration
Approved as to form:
By:
Kennard R. Smart, Jr., Esq.
General Counsel to OCTA
iAjMAN_398699_1 (3).DOC 6
STATEMENT OF INSURANCE
Financial Guaranty Insurance Policy No. 21747BE (the "Policy") with respect to
payments due for principal of and interest on this Bond has been issued by Ambac
Assurance Corporation ("Ambac Assurance"), The Policy has been delivered to The
Bank of New York, New York, New York, as the Insurance Trustee under said Policy
and will be held by such Insurance Trustee or any successor insurance trustee. The
Policy is on file and available for inspection at the principal office of the Insurance
Trustee and a copy thereof may be secured from Ambac Assurance or the Insurance
Trustee. All payments required to be made under the Policy shall be made in
accordance with the provisions thereof. The owner of this Bond acknowledges and
consents to the subrogation rights of Ambac Assurance as more fully set forth in the
Policy.
LA_IMAN,_398699_1 (3).DOC 7
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the within -mentioned Indenture and authenticated
on the date set forth below.
Dated: , 201 U.S. BANK NATIONAL ASSOCIATION, as
Successor Trustee
By
Authorized Signatory
LA_IMAN_398699_1 (3).DOC
ASSIGNMENT
For value received hereby sell, assign and transfer unto
(Tax 1.0, Number:
) the within Bond and hereby irrevocably
constitute and appoint attorney, to transfer the
same on the books of the Authority at the office of the Trustee, with full power of
substitution in the premises,
NOTE: The signature to this Assignment must
correspond with the name on the face of within
Bond in every particular, without alteration or
!enlargement or any change whatsoever.
Dated:
Signature Guaranteed by:
NOTE: Signature must be guaranteed by an
:Eligible Guarantor Institution.
LA_IMAN_398699_1 (3).DOC 9
FORM OF INVESTOR LETTER
Orange County Transportation Authority
Orange, CA
Re: $100,000,000 aggregate principal amount of Orange County
Transportation Authority Toll Road Revenue Refunding Bonds (91
Express Lanes), Series 2003 B-1 and B-2
Ladies and Gentlemen;
The undersigned, (referred to as the "Purchaser"), has
agreed to purchase the $ aggregate principal amount of the above -
captioned bonds (the "Series 2003 Bonds') issued pursuant to that certain Master
Indenture, dated as of November 1, 2003, as amended (the "Indenture"). In connection
with such purchase, the Orange County Transportation Authority (the "Authority")
requires that the Purchaser make certain representations as to the Purchaser's
willingness to accept the risks of investing in the Series 2003 Bonds, the Purchaser's
investigation of such risks, and other matters. Accordingly, the Purchaser represents
and warrants to the Authority as follows:
A. ACCREDITED INVESTOR, The Purchaser can bear the economic
risk of the purchase of the Series 2003 Bonds and has such knowledge and experience
in business and financial matters, including the analysis of the purchase of sim ilar
obligations, as to be capable of evaluating the merits and risks of the purchase of the
Series 2003 Bonds on the basis of the information requested and reviewed by the
Purchaser and its review as described herein. The Purchaser may sell or otherwise
transfer the Series 2003 Bonds to any subsequent purchaser only in minimum
denominations of $25,000 or any integral multiple of $25,000 in excess thereof. The
Purchaser represents that it is a "qualified institutional buyer" ("QIB") within the meaning
of Rule 144A of the Securities Act.
B. NO REGISTRATION, TRANSFERABILITY, ISSUER GUIDELINES. The
Purchaser acknowledges that the Series 2003 Bonds are not currently required to be,
have not been and are not intended to be, registered under the Securities Act or
registered or otherwise qualified under the securities laws of any state or other
jurisdiction, and that any sale or other transfer of the Series 2003 Bonds may be made
only in accordance with such laws, The transferability of the Series 2003 Bonds is
limited to a purchaser who signs an investment letter in the form of this letter ("QIB
Letter") and who represents that it is a QIB. Purchaser shall only be responsible for
acquiring a QIB Letter from an initial subsequent purchaser and is not responsible for
acquiring QIB Letters from all other subsequent purchasers, The Purchaser
acknowledges that it is purchasing the Series 2003 Bonds for its own account The
Purchaser reserves the right to sell the Series 2003 Bonds in its discretion and at any
time and from time to time, but only in accordance with (i) all applicable laws, (ii) the
requirements and limitations set forth in Section 2.6 of the Indenture and (iii) the
L.A_I MAN_398699_1 (3) (2).000
10
representations and warranties set forth herein. The Purchaser hereby covenants and
agrees to comply with all applicable state and federal securities laws.
The Purchaser represents that it is not a bank or trust company or other financial
intermediary that is acting as custodian or trustee of the Series 2003 Bonds for the
purpose of selling fractional interests of any kind in the right to receive payments of
principal represented by or interest with respect to such Series 2003 Bonds.
C. INDEPENDENT EVALUATION; RELEASE. The Purchaser has
independently evaluated the factors associated with its purchase decision. The
Purchaser has been given access to and has been furnished with information requested
by the Purchaser regarding the Authority and has conducted its own investigation
relating to the Authority, the Project and the Series 2003 Bonds as, in the opinion of the
Purchaser, was necessary and sufficient in order to evaluate the risks associated with
its purchase of the Series 2003 Bonds. The Purchaser has had the opportunity to
review any documents it has requested pertaining to the delivery of the Series 2003
Bonds, including the Supplement to Remarketing Circular dated November -, 2010.
The Purchaser hereby certifies that the Purchaser has received the most recent audited
financial statements of the Authority. The Purchaser certifies that it has had access to,
and has made an investigation of, the facts and circumstances relating to the Series
2003 Bonds including without limitation the following: (i) the nature and purpose of the
Series 2003 Bonds; (ii) the proposed application of the proceeds of the purchase and
sate of the Series 2003 Bonds; (iii) the nature of the security for the Series 2003 Bonds;
(iv) the denomination limitation of the Series 2003 Bonds; (v) the tax status of the
interest payable with respect to the .Series 2003 Bonds; (vi) the nature of the
Bondholder's risks in investing in the Series 2003 Bonds; (vii) the Bondholder's rights
and remedies in the event of default in payment of principal and interest with respect to
the Series 2003 Bonds; and (viii) the restrictions on transferability of the Series 2003
Bonds.
The Purchaser acknowledges that the Authority and its members, directors,
employees, counsel or agents (each individually an "Authority Party" and all collectively
the "Authority Parties") have not undertaken to ascertain the accuracy or completeness
of any information that may have been furnished to the Purchaser by or on behalf of the
Authority relating to the operation, financial condition or future prospects of the Authority
or the Project and that none of the Authority Parties has made any representation
concerning the accuracy or completeness of any information supplied to the Purchaser
relating to the Authority and the Project.
D. SPECIAL LIMITED OBLIGATIONS. The Purchaser understands that the
Series 2003 Bonds and the premium,'if any, and interest with respect thereto, do not
constitute an indebtedness or an obligation, general or moral, or a pledge of the faith
and credit of the Authority, the State of California or any political subdivision thereof,
within the purview of any constitutional or statutory limitation or provision, and shall
never constitute or give rise to a charge against the general credit or taxing powers, if
any, of the Authority, the State of California or any political subdivision thereof, but shall
be special, limited obligations of the Authority, payable solely from the revenues and
LA IMAN_398699_1 (3) (2).DOC
11
income derived from the Tolls and other revenues and pledged funds and assets of the
Authority pursuant to the Indenture. No owner of the Series 2003 Bonds shall have the
right to compel the exercise of the taxing power, if any, of the Authority, the State of
California or any political subdivision thereof to pay principal, premium, if any, or interest
with respect to the Series 2003 Bonds or to compel the Authority or any of its members
to make payments of principal, premium, if any or interest with respect to the Series
2003 Bonds from any source of funds other than the Tolls and other revenues and
pledged funds and assets of the Authority pursuant to the Indenture.
E. DEFINED TERMS. The initial capitalized terms not defined herein shall
have the meaning ascribed to such terms in the indenture relating to the Series 2003
Bonds,
F. COMPLIANCE WITH RESTRICTIONS ON TRANSFER. The Purchaser
acknowledges and agrees to comply with the requirements and limitations set forth in
Section 2.6 of the Indenture relating to the transfer of the Series 2003 Bonds, including
the requirement that any subsequent transferee provide the Trustee with an investor
letter in the form of this Investor Letter. The Purchaser shall only be responsible for
acquiring an investor letter from an initial subsequent transferee and is not responsible
for acquiring investor letters from all other subsequent transferees.
G. NOT A BROKER -DEALER. The Purchaser is not acting as a broker,
dealer or municipal securities underwriter in connection with its purchase of the Series
2003 Bonds.
H. SURVIVAL, All representations of the Purchaser contained herein shall
survive the sale and delivery of the Series 2003 Bonds to the Purchaser as
representations of fact existing as of the date of execution of this Investor Letter.
The above representations are provided solely for the benefit of the addressees
of this investor Letter and may not be relief upon by or furnished to any other person
without our prior written consent.
By:
Name:
Title:
LA_IMAN_398699_1 3) (2).DOC
12
ATTACHMENT C
$100,000,000
Orange County Transportation Authority
Toll Road Revenue Refunding Bonds (91 Express Lanes),
Series 2003-B-1 and Series 2003-B-2
PURCHASE CONTRACT
December , 2010
Orange County Transportation Authority
550 South Main Street
Orange, California 92613-1584
Ladies and Gentlemen:
The Chief :Financial Officer of Orange County, acting as administrator of the
Orange County Investment Pool (hereinafter sometimes called the "Treasurer"), offers to enter
into this Purchase Contract with the Orange County Transportation Authority (the "Authority").
The offer made hereby is subject to acceptance by the Authority by execution and delivery of
this Purchase Contract (the "Purchase Contract") to the Treasurer at or prior to 11:59 p.m.;
California time, on the date first above written, and if not so accepted will be subject to
withdrawal by the Treasurer upon notice delivered to the Authority at any time prior to the
acceptance hereof by the Authority. Upon acceptance of this offer by the Authority in
accordance with the terms hereof, this Purchase Contract will be binding upon the Authority and
upon the Treasurer. Capitalized terms used but not otherwise defined herein shall have the
meanings set forth in the Master Indenture of Trust, dated as of November I, 2003 (the "Master
Indenture"), as supplemented and amended by the First Supplemental Indenture, dated as of
November 1, 2003 (the "First Supplemental Indenture"), the Second Supplemental Indenture,
dated as of November 1, 2003 (the "Second Supplemental Indenture,"), the Third Supplemental
Indenture, dated as of October I, 2008 (the "Third Supplemental Indenture") and the Fourth
Supplemental Indenture, dated as of November 2, 2010 (the "Fourth Supplemental Indenture"
and, together with the Master Indenture the First Supplemental Indenture, the Second
Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental
Indenture, hereinafter collectively referred to as the "Indenture").
The Treasurer represents and warrants to the Authority that it has been duly
authorized to act hereunder.
1. Purchase and Sale of the Bonds. Upon the terms and conditions and in
reliance upon the representations, warranties, covenants and agreements hereinafter set forth, the
Treasurer jointly and severally hereby agrees to purchase from the Authority or the Authority's
designee, and the Authority hereby agrees to sell or cause to be sold to the Treasurer, all (but not
less than all) of the $75,000,000 aggregate principal amount of the Orange County
Transportation Authority Toll Road Revenue Refunding Bonds (91 Express Lanes), Series 2003-
B-1 (the "Series 2003-B- I Bonds,") and $25,000,000 aggregate principal amount of the Orange
County Transportation Authority Toll Road Revenue Refunding Bonds (91 Express Lanes),
398711
Series 2003-B (the "Series 2003-B-2 Bonds," and, together with the Series 2003-B-1 Bonds,
hereinafter collectively referred to as the "Bonds"). The Bonds will be sold to the Treasurer
concurrent with the mandatory tender of the Bonds as provided in the Third Supplemental
Indenture,
The purchase price for the Bonds shall be $100,000,000,
The Bonds, the Indenture and this Purchase Contract have been approved by a
resolution adopted by the Board of Directors of the Authority on December 13, 2010 (the "Bond
Resolution"). The Indenture and this Purchase Contract are hereinafter collectively referred to as
the "Financing Documents."
2. The Bonds. The Bonds were issued pursuant to and in accordance with
the provisions of Section 130240 of the Public Utilities Code of the State of California (as more
fully defined in the indenture, the "Act") and the indenture.
The proceeds of the Bonds will be used to pay the mandatory purchase price of
the Bonds due and payable upon their remarketing. The Bonds are substantially in the forms
described in, and are secured under the provisions of, and shall be payable as provided in the
Indenture.
Payment of principal of and interest on the Bonds are insured by a financial
guaranty insurance policy (the "Bond Insurance Policy") issued by Ambac Assurance
Corporation (the "Insurer").
3. Official Statement. The Treasurer hereby acknowledges receipt of the
Official Statement relating to the Bonds dated as of November 5, 2003, the Continuing
Disclosure Statement dated as of November 1, 2003, a Remarketing Circular dated November
24, 2008 and a Supplement to Remarketing Circular dated November 2010, and such other
material financial and operating information and documents relating to the Bonds and the Project
that the Treasurer has requested and deems necessary and appropriate in order to make an
informed decision to purchase the Bonds.
4. Limited Offering of the Bonds. The parties hereto acknowledge that the
sale of the Bonds to the Treasurer by the Authority is a private placement of the Bonds. As a
condition to the obligation of the Authority to sell the Bonds to the Treasurer, the Treasurer shall
deliver to the Authority at the Closing a certificate in the form attached hereto as Exhibit A.
5. Use of Documents. The Authority hereby authorizes the Treasurer to use,
in connection with its purchase of the Bonds. this Purchase Contract, the Official Statement, the
Financing Documents, the other operating information and Project -related documents and the
information contained herein and therein.
6. Closing, At 8:00 a.m., California time, on December 20, 2010 (the
"Closing Date"), or at such other date and time as shall have been mutually agreed upon by the
Authority and the Treasurer, the Authority will deliver or cause to be delivered to the Treasurer,
the Bonds and the certificates, opinions and documents specified in Section 8 hereof, each of
39871: 2
which shall be dated as of the Closing Date or as of such other date as shall be acceptable to the
Treasurer. Such delivery is herein called the "Closing."
On the Closing Date, the Authority will deliver, or cause to be delivered, to the
Treasurer, the Bonds; in definitive or final fo�u, duly executed by the Authority and
authenticated by the Trustee, and the Treasurer will accept such delivery and pay the purchase
price of the Bonds by wire transfer in immediately available funds as set forth in Section 1
hereof. The Treasurer shall order CUSPP identification numbers and the Authority shall cause
such. CUSP identification numbers to be printed on the Bonds, but neither the failure to print
such number on any Bond nor any error with respect thereto shall constitute cause for a failure or
refusal by the Treasurer to accept delivery of and pay for the Bonds in accordance with the terms
of this Purchase Contract. The Bonds will be in printed, lithographed, or typewritten form, will
be prepared and delivered in registered form, bearing CUSIP numbers, will be delivered to The
Depository Trust Company ("DTC") in New York, New York, and will be registered in the name
of Cede & Co., as nominee of DTC. The Bonds will be made available to the Treasurer for
checking not less than two (2) business days prior to the Closing Date.
Delivery of the certificates, opinions and documents set forth in Section 8 hereof
as described herein shall be made at the offices of the Nossaman LLP (hereinafter referred to as
"Bond Counsel"), in Irvine, California, or at such other place as shall have been mutually agreed
upon by the Authority and the Treasurer.
7. Representations, Warranties, Covenants and Agreements of the
Authority. The Authority represents and warrants to and covenants and agrees with the
Treasurer that as of the date hereof;
(a) The Authority has been duly created and is validly existing under
the Act and all other applicable laws of the State of California (the "State") and has the
power to issue the Bonds pursuant to the Act, all other applicable laws of the State, the
Bond Resolution and the Indenture.
(b) The Authority had full legal right, power and authority under the
Constitution, the Act and all other applicable laws of the State to enter into the Toll Road
Documents, has fall legal right, power and authority under the Constitution, the Act and
all other applicable laws of the State to impose and collect the Tolls, to adopt the Bond
Resolution, to enter into the Financing Documents, to sell, issue and deliver the Bonds to
the Treasurer as provided herein, has full legal right, power and authority to perform its
obligations under the Bond Resolution, and the Financing Documents, and to carry out
and consummate the transactions contemplated thereby and hereby, the Authority has
complied with, or will at the Closing Date be in compliance with, in all respects material
to this transaction, the Constitution, the Act, all other applicable laws of the State, the
terms of the Bond Resolution, the Bonds, the Financing Documents, and this Purchase
Contract.
(c) Subject to the terms of the Franchise Agreement and the Act, the
authority of the Authority to determine, fix, impose and collect Tolls is not subject to the
398711
regulatory jurisdiction of any local, regional, State or federal regulatory authority, and the
Authority has no knowledge of any legislation proposed or pending to limit, restrict or
regulate such Tolls.
(d) By all necessary official action, the Authority has duly adopted the
Bond Resolution, has duly approved the execution and delivery of, and the performance
of its obligations under, the Bonds and the Financing Documents, and the consummation
by it of all other transactions contemplated by the Bond Resolution and the Financing
Documents. When executed and delivered by their respective parties, the Financing
Documents (assuming due authorization, execution and delivery by and enforceability
against the other parties thereto) will be in full force and effect and each will constitute a
legal, valid and binding agreement or obligation of the Authority, enforceable in
accordance with its terms, except as enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium and other laws affecting creditors' rights
generally, the application of equitable principles, the exercise of judicial discretion and
the limitations on legal remedies against public entities in the State.
(e) The Bonds, when remarketed, authenticated and delivered in
accordance with the Bond Resolution and the Indenture, and sold to the Treasurer as
provided herein, will constitute legal, valid and binding obligations of the Authority,
enforceable in accordance with their respective terms, except as enforcement thereof may
be limited by bankruptcy, insolvency, reorganization, moratorium and other laws
affecting creditors' rights generally, the application of equitable principles, the exercise of
judicial discretion and the limitations on legal remedies against public entities in the
State, and will be entitled to the benefits of the laws of the State, the Indenture and the
Bond Resolution.
(f All approvals, authorizations, consents, orders, licenses or permits
of any governmental authority, legislative body, board, agency or commission having
jurisdiction of the matter which are required for the due authorization by, or that would
constitute a condition precedent to, or the absence of which would materially adversely
affect the remarketing, delivery or sale of the Bonds, the execution, delivery and
performance of the Financing Documents by the Authority and the maintenance or
operation of the Toll Road, have been duly obtained (except for such approvals, consents
and orders as may be required under the Blue Sky or securities laws of any state in
connection with the offering and sale of the Bonds, as to which no representation is
made).
(g) The Authority is not in any material respect in breach of or default
under any constitutional provision, law or administrative regulation of the State or of the
United States or any agency or instrumentality of either or any judgment or decree or any
loan agreement, indenture, bond, note, resolution, agreement or other instrument to which
the Authority is a party or to which the Authority or any of its property or assets is
otherwise subject (including, without limitation, the Bond Resolution and the Financing
Documents), and no event has occurred and is continuing which with the passage of time
or the giving of notice, or both, would constitute a default or event of default under any
39871 I 4
such instrurnent; and the imposition and collection of the Tolls, the adoption of the Bond
Resolution, the remarketing and delivery of the Bonds and the execution and delivery of
the Financing Documents and compliance with the Authority's obligations therein, will
not in any material respect conflict with, violate or result in a breach of or constitute a
default under, any constitutional provision, law, administrative regulation. judgment,
decree.loan agreement, indenture, agreement, mortgage, lease or other instrument to
which the Authority is a party or to which the Authority or any of its property or assets is
otherwise subject, nor will any such imposition, collection, execution, delivery, adoption
or compliance result in the creation or imposition of any lien, charge or other security
interest or encumbrance of any nature whatsoever upon any of the property or assets of
the Authority or under the terms of any such law, regulation or instruments, except as
provided by the Bond Resolution and the Financing Documents.
(h) As of the date hereof, no action, suit, proceeding, inquiry or
investigation at law or in equity before or by any court, government agency, public board
or body, is pending or, to the best of the Authority's knowledge, threatened against the
Authority: (i) in any way affecting the existence of the Authority or in any way
challenging the respective powers of the several offices or the titles of the officials of the
Authority to such offices; (ii) affecting or seeking to prohibit, restrain or enjoin the
remarketing, sale or delivery of any of the Bonds, the application of the proceeds of the
sale of the Bonds, the proceedings authorizing and approving the imposition and
collection of the Tolls, or the collection of the Tolls, or in any way contesting or
affecting, as to the Authority, the validity or enforceability of the Act, the proceedings
authorizing the imposition and collection of the Tolls, the Bond Resolution, the Bonds, or
the Financing Documents, or contesting the powers of the Authority or its authority with
respect to remarketing of the Bonds, the adoption of the Bond Resolution, or the
execution and delivery of the Financing Documents, or contesting the power or authority
to impose or collect the Tolls or in any way contesting or challenging the consummation
of the transactions contemplated hereby or thereby or which might materially adversely
affect the ability of the Authority to perform and satisfy its obligations under the
Financing Documents or the Bonds; nor to the best of the Authority's knowledge is there
any basis for any such action, suit, proceeding, inquiry or investigation, wherein an
unfavorable decision, ruling or finding would materially adversely affect the Act, the
proceedings authorizing the imposition or collection of the Tolls, the Bond Resolution,
the Financing Documents, or the performance by the Authority of its obligations
thereunder, or the authorization, execution, delivery, acceptance of, or agreement to, or
performance by the Authority of the Bonds, the Bond Resolution, or the Financing
Documents.
(i) Other than in the ordinary course of business, between the date
hereof and the Closing Date, the Authority will not, without the prior written consent of
the Treasurer, offer or issue any bonds, notes or other obligations for borrowed money, or
incur any material liabilities, direct or contingent, payable from Pledged Funds.
(j) The audited financial statements of the 91 Express Lanes Fund (the
"Express Lanes Fund") provided to the Treasurer fairly present the financial position of
398711 5
the Express Lanes Fund as of the date indicated and the results of the operations of the
Express Lanes Fund, the sources and uses of the Express Lanes Fund cash and the
changes in Express Lanes Fund net assets for the periods therein specified to the extent
included therein, and are in conformity with generally accepted accounting principles
applied on a consistent basis, and there has been no material adverse change in the
financial condition of the 91 Express Lanes Fund or in its operations since the date
thereof and there has been no occurrence, circumstance or combination thereof which is
reasonably expected to result in any such materially adverse change.
(k) Any certificate signed by any official of the Authority and
delivered to the Treasurer shall be deemed to be a representation and warranty by the
Authority to the Treasurer as to the statements made therein.
8. Closing Conditions. The Treasurer has entered into this Purchase
Contract in reliance upon the representations, warranties, and obligations of the Authority
contained herein and upon the documents and instruments to be delivered at Closing.
Accordingly, the Treasurer' obligations under this Purchase Contract shall be subject to the
following conditions:
(a) The representations and warranties of the Authority contained
herein shall be true, complete and correct in all material respects at the date hereof and on
and as of the Closing as if made on the Closing Date, and will be confirmed by a
certificate or certificates of the appropriate Authority official or officials dated the
Closing Date, and the Authority shall be in compliance with each of the agreements and
covenants made by it in this Purchase Contract.
(b) At the time of the Closing: (i) the Bond Resolution, the FinaneirT
Documents and the Toll Road Documents shall be in full force and effect, and shall not
have been amended, modified or supplemented since the date hereof, except as shall have
been agreed to in writing by the Treasurer; and (ii) the Authority shall perform or have
performed allits obligations required under or specified in the Bond Resolution, the
Financing Documents, the Toll Road Documents and this Purchase Contract and the
Official Statement to be performed at or prior to the Closing.
(c) As of the date hereof and at the Closing, all necessary official
action of the Authority relating to the Financing Documents shall have been taken and
shall be in full force and effect and shall not have been amended, modified or
supplemented in any material respect.
(d) Subsequent to the date hereof, up to and including the Closing,
there shall not have occurred any change in or affecting the Authority, the Act, the Tolls,
the Bonds or the maintenance or operation of the Toll Road which in the reasonable
professional judgment of the Treasurer materially impairs the investment quality of the
Bonds.
39870 6
(e) At or prior to the Closing, the Treasurer shall receive the following
documents, in each case satisfactory in form and substance to the Treasurer and to
counsel to the Treasurer ("Treasurer's Counsel"):
(1) A certificate of the Authority, dated the Closing Date,
executed by the Chief Executive Officer or other authorized officer of the
Authority, to the effect that: (a) the representations, warranties and covenants of
the Authority contained herein are true, complete and correct in all material
respects on and as of the Closing with the same effect as if made at the Closing;
(b) the Bond Resolution is in full force and effect at the Closing and has not been
amended, modified or supplemented, except as agreed to by the Authority and the
Treasurer; (c) the Authority has complied with all the agreements and satisfied all
the conditions on its part to be performed or satisfied at or prior to the Closing;
and (d) subsequent to the date of the Official Statement and on or prior to the date
of such certificate, there has been no material adverse change in the condition
(financial or otherwise) of the Authority or the Toll Road, whether or not arising
in the ordinary course of operations of the Authority and the Toll Road;
(2) A certified copy of the Bond Resolution;
(3)
Documents;
A duly executed original of each of the Financing
(4) An approving opinion of Bond Counsel, dated the Closn
Date, substantially in the faun attached as Exhibit B hereto and a reliance letter -
with respect thereto addressed to the Treasurer;
(5) A supplemental opinion of Bond Counsel, dated the
Closing Date and addressed to the Treasurer, substantially in the form attached
hereto as Exhibit C;
(6) An opinion of Woodruff, Spradlin & Smart, counsel to the
Authority ("Authority Counsel"), dated the Closing Date and addressed to the
Treasurer, substantially in the form attached hereto as Exhibit C;
(7) An opinion of Treasurer's Counsel. dated the Closing Date
and addressed to the Treasurer, substantially in the form attached hereto as
Exhibit ID;
(8) The Bond Insurance Policy, issued by the Insurer;
(9) A certificate, dated the Closing Date, of an authorized
officer of the Trustee, substantially in the form attached as Exhibit F hereto, and a
certificate concerning signature authority and incumbency;
(10) Evidence satisfactory to the Treasurer that Fitch Ratings,
Moody's Investors Service, and Standard & Poor's Rating Services have assigned
398711 7
short-term ratings of " " " " and " " respectively, g > , p y, to the Series 7 _QC}3-I3-1
Bonds and the Series 2003-B-2 Bonds;
(11) DTC Blanket Issuer Letter of Representations; and
(12) Such additional legal opinions, certificates, proceedings,
instruments and other documents as the Treasurer, Treasurer's Counsel or Bond
Counsel may reasonably deem necessary to evidence the truth and accuracy as of
the time of the Closing of the representations and warranties of the Authority
contained in this Purchase Contract and the due performance or satisfaction by the
Authority at or prior to such time of all covenants and agreements then to be
performed and all conditions then to be satisfied by the Authority pursuant to this
Purchase Contract.
9. Termination. If the Authority shall be unable to satisfy the conditions of
the Treasurer's obligations contained in this Purchase Contract or if the Treasurer's obligations
shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract
may be cancelled by the Treasurer at, or at any time prior to, the Closing. Notice of such
cancellation shall be given to the Authority in writing, or by telephone or telegraph confirmed in
writing. Notwithstanding any provision herein to the contrary, the performance of any and all
obligations of the Authority hereunder and the performance of any and all conditions contained
herein for the benefit of the Treasurer may be waived by the Treasurer in its sole discretion.
The Treasurer shall also have the right, prior to the Closing, to cancel their
obligation to purchase the Bonds, by written notice to the Authority, if between the date hereof
and the Closing:
(a) the market for the Bonds or the market prices of the Bonds or the
ability of the Treasurer to enforce contracts for the sale of the Bonds shall have been
materially and adversely affected, in the reasonable professional judgment of the
Treasurer, by:
(1) legislation enacted by the Congress of the United States, or
passed by either house of the Congress, or favorably reported for passage to either
house of the Congress by any Committee of such house to which such legislation
has been referred for consideration, or by the legislature of the State; or a decision
rendered by a court of the United States or the State or by the United States Tax
Court, or a ruling, order, or regulation (final or temporary) made by the Treasury
Department of the United States or the Internal Revenue Service or other federal
or State authority, would have the effect of changing, directly or indirectly, the
federal income tax consequences or state income tax consequences of interest on
obligations of the general character of the Bonds in the hands of the owners
thereof; or
(2) the outbreak or escalation of hostilities involving the
United States, or the declaration by the United States of a national emergency or
war, or the occurrence of any other calamity or crisis the effect of which on
398711 8
financial markets is such as to make it, in the sole judgment of the Treasurer,
impractical or inadvisable to proceed with the delivery of the Bonds as
contemplated hereby; or
(3) a general suspension of trading on the New York Stock
Exchange, or fixing of minimum or maximum prices for trading or maximum
ranges for prices for securities on the New York Stock Exchange, whether by
virtue of a determination by that Exchange or by order of the Securities and
Exchange Commission or any other governmental authority; or
(4) a general banking moratorium declared by federal, State or
New York authorities having jurisdiction; or
(b) additional material restrictions not in force or being enforced as of
the date hereof shall have been imposed upon trading in securities generally by any
governmental authority or by any national securities exchange which, in the reasonable
professional judgment of the Treasurer, materially and adversely affect the market or
market price for the Bonds; or
(c) any litigation shall be instituted or be pending at the Closing to
restrain or enjoin the remarketing, sale or delivery of the Bonds or the redemption of the
Prior Bonds, or in any way contesting or affecting any authority for or the validity of the
proceedings authorizing and approving the Bonds, the Bond Resolution, the Financing
Documents or the existence or powers of the Authority with.respect to its obligations
under the Financing Documents, the Toll Road Documents, or the Bonds; or
(d) any rating of the Bonds by a national rating agency shall have beell
withdrawn or downgraded,
If the Treasurer tetrijinates its obligation to purchase the Bonds because any of the
conditions specified in Section 6, Section 8 or this Section 9 shall not have been fulfilled at or
before the Closing, such termination shall not result in any liability on the part of the Treasurer.
10. Conditions to Obligations of the Authority. The performance by the
Authority of its obligations is conditioned upon (i) the performance by the Treasurer of its
obligations hereunder and (ii) receipt by the Authority and the Treasurer of the opinions and
certificates being delivered at the Closing by persons and entities other than the Authority.
11. Expenses. (a) Whether or not the Bonds are issued as contemplated by
this Purchase Contract, the Treasurer shall be under no obligation to pay and the Authority
hereby agrees to pay any expenses incident to the performance of the Authority's obligations
hereunder, including but not limited to the following: (i) the cost of preparation, execution and
delivery of the Bonds; (ii) the acceptance fees of the Trustee and any fees and expenses of
counsel to the Trustee; (iii) any fees charged by any rating agency for rating the Bonds; (iv) the
fees and disbursements of Bond Counsel, accountants, consultants, liquidity facility providers,
counsel to liquidity facility providers, verification agents, and any financial advisors; and (v) any
out-of-pocket disbursements of the Authority.
398711 9
(b) Whether or not the Bonds are issued as contemplated by this Purchase
Contract, unless the Authority has breached this Purchase Contract. the Treasurer shall pay (i)
any tees assessed upon the Treasurer with respect to the Bonds by the MSRB or the NASD; (ii)
(ii) fees payable to the California Debt and Investment Advisory Commission; and (iii) all other
expenses incurred by it in connection with the purchase of the Bonds, including the fees and
disbursements of Treasurer's Counsel.
12. Notices. Any notice or other communication to be given to the Authority
under this Purchase Contract (other than the acceptance hereof as specified in Section 1 hereof)
may be given by delivering the same in writing to the Chief Executive Officer, Orange County
Transportation Authority, 550 South Main Street, Orange, California 92683-1584; any notice or
other communication to be given to the Treasurer under this Purchase Contract may be given by
delivering the same in writing to Orange County Treasurer, 11 Civic Center Plaza, Rm 0176 P,0,
Box 4515, Santa Ana, California 92701,
13. Governing Law. The validity, interpretation and performance of this
Purchase Contract shall be governed by the laws of the State of California.
14. Parties in Interest. This Purchase Contract when accepted by the
Authority in writing as heretofore specified shall constitute the entire agreement between the
Authority and the Treasurer and is solely for the benefit of the Authority and the Treasurer, No
other person shall acquire or have any right hereunder or by virtue hereof. All representations,
warranties and agreements of the Authority in this Purchase Contract shall remain operative and
in full force and effect, regardless of (a) any investigation made by or on behalf of the Treasurer,
(b) delivery of and payment for the Bonds hereunder, and (c) any termination of this Purchase
Contract.
15. Headings. The headings of the paragraphs of this Purchase Contract are
inserted for convenience only and shall not be deemed to be a part hereof.
16. Effectiveness, This Purchase Contract shall become effective upon the
execution of the acceptance hereof by the Authority and shall be valid and enforceable at the
time of such acceptance.
398'711 1 0
17. Counterparts. This Purchase Contract may be executed in several
counterparts, which together shall constitute one and the same instrument.
By:
Chief Financial Officer of Orange County
Accepted by:
ORANGE COUNTY
TRANSPORTATION AUTHORITY
By:
Approved as to form:
WOODRUFF, SPRADLIN & SMART,
General Counsel to the Orange County
Transportation Authority
By
Executive Director of Finance and Administration
398711
11
ORANGE COUNTY TRANSPORTATION AUTHORITY
Project Allocation Recommendation for Federal Grant
Funds Available for use in the State Route 91 Corridor
Staff Report
OCTA Riverside County Transportation Commission
March 4, 2011
To: State Route 91 Advisory Committee
From: Will Kempton, Chief Executive
Transportation Authority
Anne Mayer, Executive Director, Riverside County Transportation
Commission
Subject: Project Allocation Recommendation for Federal Grant Funds
Available for Use in the State Route 91 Corridor
Overview
Officer,
Orange County
As part of the Safe, Accountable, Flexible, Efficient Transportation Equity Act:
A Legacy for Users, $15.8 million was allocated to study alternatives to improve
mobility between Orange and Riverside counties. This grant allowed for
expenditure of the funds in the Riverside Freeway (State Route 91) corridor, which
included a study of the Irvine Corona Expressway tunnel project. With completion
of the Irvine Corona Expressway study, allocation of the remaining funds was
delegated to the State Route 91 Advisory Committee. There is approximately
$8.3 million of the grant remaining. It is recommended that the remaining funds be
used to support the final design and right-of-way acquisition phases for the
Riverside Freeway (State Route 91)/Corona Expressway (State Route 71)
Connector Project and work on the Riverside Freeway (State Route 91)/
Foothill Transportation Corridor (State Route 241) Express Lanes Connector
Project Studies.
Recommendations
A. Approve programming $5.85 million in Safe, Accountable, Flexible,
Efficient Transportation Equity Act: A Legacy for Users federal funds on
the Riverside Freeway (State Route 91)/Corona Expressway (State Route 71)
Connector Project.
B. Approve programming the remainder of the grant (approximately
$2.45 million) in Safe, Accountable, Flexible, Efficient Transportation
Equity Act: A Legacy for Users federal funds on the Foothill Transportation
Corridor (State Route 241)/91 Express Lanes Connector Project Studies.
Project Allocation Recommendation for Federal Grant Page 2
Funds Available for Use in the State Route 91 Corridor
Background
Through the efforts of Congressmen Ken Calvert (R -CA), Chris Cox (R -CA), and
Gary Miller (R -CA), $15.8 million of federal grant funds were set aside to study
transportation alternatives between Orange and Riverside counties. The grant
funds were provided through the Safe, Accountable, Flexible, Efficient
Transportation Equity Act: A Legacy for Users (SAFETEA-LU). Study of a
possible new corridor between the two counties was completed as part of the
Irvine Corona Expressway (ICE) Final Feasibility Evaluation Report. Results
were presented to the Riverside Orange Corridor Authority (ROCA) Committee
on January 22, 2010.
On August 27, 2010, the ROCA Committee directed staff to do the following:
1. Defer the ICE tunnel project until such time as financial considerations
improve and/or technological advancements warrant re-examination.
2. Revise the ground water monitoring program from its current form and
develop an agreement with the United States Forest Service to transfer
the equipment and a one-time stipend of $200,000 to assist in its ground
water monitoring efforts at the five corehole sites.
3. Assign review and discussion of tunnel considerations to the State Route 91
Advisory Committee as part of its annual State Route 91 Implementation
Plan update.
4. Direct staff to identify remaining funds available from the federal grant
and bring a recommendation to the State Route 91 Advisory Committee
on project allocation for the remainder of the grant balance.
Staff has moved forward with items one, two, and three as directed by the
ROCA Committee. This agenda item addresses recommended action on
item four,
Discussion
The federal grant of $15.8 million allowed for expenditure of the funds in the
Riverside Freeway (State Route 91) corridor. This included study of the ICE
tunnel project. With the ICE studies completed, and a decision to defer further
work, approximately $8.3 million of the grant remains. Staff from both agencies
recommend that the remaining funds be used to support the final design and
right-of-way (ROW) acquisition phases for the State Route 91 (SR-91)/Corona
Expressway (State Route 71) Connector Project and work on the Foothill
Transportation Corridor (State Route 241)/91 Express Lanes Connector Project
studies.
Project Allocation Recommendation for Federal Grant Page 3
Funds Available for Use in the State Route 91 Corridor
The SR-91/State Route 71 (SR -71) Connector Project is in the final stages of
work on the project report and environmental document for the interchange
improvement; final approval is anticipated in mid -2011. Two main improvements
are planned with this project:
1) the building of a new two-lane direct flyover ramp between eastbound
SR -91 and northbound SR -71 to replace the existing loop ramp, and
2) construction of a new separate eastbound road just south and parallel to
SR -91 to provide improved access between the Green River Road
interchange and the SR-91/SR-71 interchange.
The final design phase is estimated to cost $9.25 million. Currently, $4.2 million
is available for the design phase, leaving a need of $5.05 million to initiate this
phase of work. Further, $800,000 is necessary to assist with ROW acquisition
for a total of $5.85 million from the federal grant. Given that environmental
clearance is expected soon, staff is recommending use of the SAFETEA-LU
federal funds to fully fund this design phase.
The State Route 241 (SR -241)191 Express Lanes Connector Project proposes
construction of a direct connector from northbound SR -241 to the eastbound
91 Express Lanes and the reverse westbound 91 Express Lanes to southbound
SR -241 movement. A feasibility study was completed in 2009. The next step is
preliminary design and environmental studies which are underway. As part of a
cooperative agreement between the Transportation Corridor Agencies (TCA)
and the Orange County Transportation Authority, the TCA is the lead for
preparation of this effort with the cost of this phase shared by both agencies.
Staff recommends that the remaining SAFETEA-LU federal funds
(approximately $2.45 million) be used to support final design/construction of this
project. Depending on the alternative selected, final design and construction is
estimated to cost between $135 million and $180 million.
Summary
Staff recommends programming the approximately $8.3 million of remaining
SAFETEA-LU federal funds to improve mobility between Orange and Riverside
counties on the SR-91/SR-71 Connector Project and the SR -241/91 Express Lanes
connector project studies.
Project Allocation Recommendation for Federal Grant Page 4
Funds Available for Use in the State Route 91 Corridor
Attachment
None.
Prepared by:
for
Tamara Warren
Project Manager, Corridor Studies
Orange County Transportation Authority
(714) 560-5590
Prepared by:
Cathy Bechtel
Project Development Director,
Riverside County Transportation
Commission
(951) 787-7141
ORANGE COUNTY TRANSPORTATION AUTHORITY
Riverside Freeway (State Route 91) Capital Projects
Update
PowerPoint
Riverside Freeway (State Route 91)
Capital Projects Update
2
Overview
Six projects planned on the State Route 91 corridor
Cost: from $65 to $440 million
Current Status: from project study to construction
complete
Construction Completion: from 2011 to 2023
3
State Route 91 Corridor Projects
State Route 91, Santa Ana Freeway (Interstate 5) to
Orange Freeway (State Route 57)
State Route 91, Tustin Avenue to Costa Mesa
Freeway (State Route 55 )
State Route 91, State Route 57 to State Route 55
State Route 91, State Route 55 to Foothill Transportation
Corridor (State Route 241)
State Route 91/State Route 241 Express Lane Connector
State Route 91, State Route 241 to Corona Expressway
(State Route 71)
4
State Route 91, Interstate 5 to State Route 57
Budget: $78 million
Status: in final design
Schedule Completion:
Design: March 2012
Construction ready: August 2012
Construction: 2012-2015
5
State Route 91, Tustin Avenue to State Route 55
Budget: $91 million
Status: in environmental review
Schedule Completion:
Design: February 2013
Construction ready: May 2013
Construction: 2014-2016
6
State Route 91, State Route 57 to State Route 55
Budget: $425 million
Status: in project study
Schedule Completion:
Project Study: December 2011
Environmental Approval: December 2016
Design: December 2019
Construction: 2019-2023
7
State Route 91, State Route 55 to State Route 241
Budget: $100 million
Status: in construction bidding
Schedule Completion:
Construction: 2011-2013
8
State Route 91/State Route 241 Express Lane Connector
Budget: $150-440 million
Status: in environmental
review
Schedule Completion:
Environmental Approval: 2012
Design: 2013
Construction: 2013-2015
9
State Route 91, State Route 241 to State Route 71
Budget: $65 million
Status: completed
10
Summary -Near Term
State Route 91, State Route 55 to State Route 241 -start construction
mid 2011
State Route 91, State Route 57 to State Route 55 -complete project study
late 2011
State Route 91, Interstate 5 to State Route 57 -start construction late 2012
ORANGE COUNTY TRANSPORTATION AUTHORITY
State Route 91 Corridor Improvement Project Update
PowerPoint
State Route 91 Corridor
Improvement Project UpdateImprovement Project Update
for
State Route 91 Advisory Committee
March 4, 2011
1
Presentation Agendag
Project 2010 Milestones Fast ForwardProject
Description
• Two parts
• Video
2010 Milestones
• Design‐Build
Authority
• Procurement of
Fast Forward
• Four Concurrent
Phases of Work
• Upcoming
Design‐Builder
• Measure K
• Right‐of‐Way
Acquisition
Milestones
• Project Schedule
q
• Finance Team
2
Project Descriptionjp
• Extend existing 91 Express Lanes
• Direct connector for express lanes
•Toll operations centerTolled Express Toll operations center
• Customer service centerLanes
• Freeway widening
O t i F (I t t t 15)/St t R t 91 (SR 91)l •Ontario Freeway (Interstate 15)/State Route 91 (SR‐91)
interchange
• Local interchanges
• Auxiliary lanes, collector‐distributor system
General
Purpose
Improvements y ,y
• Frontage road and local road
3
Project Descriptionjp
Alternative 1
• Add one General Purpose Lane in each direction
Alternative2(Shown)
• Add one General Purpose Lane and two Tolled Express Lanes in each direction
Alternative 2 (Shown)
4
2010 Milestones
Authority to ImplementAuthority to Implement
2011
2012
Environmental
approval
2009
Federal
2010
Design‐
Build
Federal
Transportation
Infrastructure
Finance and
Innovation
approval
2008
State
Federal
tolling
authority
Build
authority
Innovation
Act (TIFIA)
loan approval
tolling
authority
5
2010 Milestones
Design‐Build ProcurementDesign‐Build Procurement
Step 1 Request
for
Step 2 Request
for Proposals
l dQualifications
• 2010
• Four Pre‐qualified
Teams
• 2011
• Bid, Schedule, and
Technical Factors
Selected
Design‐Builder
Shimmick Construction Company, Inc.
Obayashi Corporation
FNF Construction, Inc.
•Biggs Cardosa Associates, Inc.
Atkinson Contractors, LLP
Walsh Construction Company
The Walsh Group
Clark Construction Group, LLC
•URS
Kiewit Infrastructure West Co.
Brutoco Engineering and Const., Inc.
Riverside Construction Company, Inc.
•HNTB Corporation
Flatiron West, Inc.
Skanska USA Civil West
Steve P. Rados, Inc.
•AECOM
•MTS Engineers, Inc.
•BKF Engineers
•CH2M Hill
6
2010 Milestones
Measure KMeasure K
Debt Limit
Raise
• Former Measure A Debt Limit ‐$500 million
• Raised $475 million to $975 million
• November 2, 2010 election
Voter
Approval
• 62%+ voter approval
Benefits to
RCTC
• Flexibility to delivery projects and programs
• SR‐91 Corridor Improvement Project will benefit
RCTC
7
2010 Milestones
Right‐of‐Way AcquisitionRight‐of‐Way Acquisition
Advanced Acquisition
• Open market transactions
• Hardship casesp
• Protection buying
Parcels common to both
environmental alternatives
• “Core” parcels
• Full parcel acquisitions
Prior to environmental approval
• Allowable with conditions
f• Uniform Act
8
2010 Milestones
Finance TeamFinance Team
RCTC
• Chief Financial Officer
• Toll Program Director
Financial Advisor
T ll R B d
• Fieldman Rolapp
•Goldman SachsToll Revenue Bond
Underwriters
T ffi d
•Goldman Sachs
• Bank of America/
Merrill Lynch
Traffic and
Revenue
• Stantec
• Parsons Brinkerhoff
9
Fast Forward…
Four Phases of Work…Four Phases of Work
• Procurement
• Agency Agreements
•Utility Agreements
• Procurement
• Agency Agreements
•Utility Agreements
• Public Comment Period (DED)
• Public Hearing
•Record of Decision (Approval)
• Public Comment Period (DED)
• Public Hearing
•Record of Decision (Approval)Utility Agreements
• Co‐Located Project
Office
Utility Agreements
• Co‐Located Project
Office
Record of Decision (Approval)Record of Decision (Approval)
Environ‐Designmental
Permitting
Design‐
Build
Right‐of‐
WayFinancing
• Advanced Acquisition
P M
• Advanced Acquisition
P M
• Traffic & Revenue Study
TIFIA A l
• Traffic & Revenue Study
TIFIA A l
Way
Acquisition
Financing
•Property Management
• Eminent Domain
•Property Management
• Eminent Domain
•TIFIA Approval
• Financial Close
•TIFIA Approval
• Financial Close
10
Fast Forward…
Upcoming Milestones…Upcoming Milestones
• March: TIFIA loan letter of Interest
• Spring: issue DED, public comment period
• Spring: public hearing
• Summer: investment‐grade traffic and revenue studyNextsix
• Summer: TIFIA loan approval by U.S. Department of
Transportation
S mmer Iss e req est for proposals to pre q alified
Next six
months…
•Summer: Issue request for proposals to pre‐qualified
teams
11
Fast Forward…
Project Schedule…Project Schedule
12
Fast Forward…
Project Schedule…Project Schedule
13
Questions?Q
Michael Blomquist, PE
Toll Program Director
14