Chair, Bob Johnson, City of Lodi Commissioner Bob Elliott, San Joaquin County Vice Chair, Steve Dresser, City of Lathrop Commissioner, Leo Zuber, City of Ripon Commissioner, Debby Moorhead, City of Manteca Commissioner, Scott Haggerty, Alameda County Commissioner, Christina Fugazi, City of Stockton Commissioner, John Marchand, City of Livermore

Executive Director, Stacey Mortensen

SAN JOAQUIN REGIONAL RAIL COMMISSION

This Agenda shall be made available upon request in alternative formats to persons with a disability, as required by the Americans with Disabilities Act of 1990 (42 U.S.C. § 12132) and the Ralph M. Brown Act (California Government Code § 54954.2). Persons requesting a disability related modification or accommodation in order to participate in the meeting should contact San Joaquin Regional Rail Commission staff, at (209) 944-6220, during regular business hours, at least twenty-four hours prior to the time of the meeting.

All proceedings before the Commission are conducted in English. The San Joaquin Regional Rail Commission does not furnish interpreters and, if one is needed, it shall be the responsibility of the person needing one. Any writings or documents provided to a majority of the Commission regarding any item on this agenda will be made available for public inspection at the Office of the Executive Director located at 949 East Channel Street, Stockton, California, 95202 during normal business hours or by calling (209) 944-6220. The Agenda is available on the San Joaquin Regional Rail Commission website: www.acerail.com.

May 5, 2017 – 8:00 am

Heritage House Robert J. Cabral Station South Hall Meeting Room (Conference Call) 949 East Channel Street County of Alameda Stockton, CA 95202 4501 Pleasanton Avenue Pleasanton, CA 94566

1 Call to Order, Pledge of Allegiance, Roll Call Chair Johnson

Roll Call: Haggerty, Marchand, Elliott, Fugazi, Moorhead, Zuber, Vice-Chair Dresser, Chair Johnson

Ex- Officios: Agar, Chesley, DeMartino

2 Public Comments Persons wishing to address the Commission on ny item of interest to the public regarding rail shall state their names and addresses and make their presentation. Please limit presentations to five minutes. The Commission cannot take action on matters not on the agenda unless the action is authorized by Section 54954.2 of the Government Code. Materials related to an item on the Agenda submitted to the Board of Directors after distribution of the agenda packet are available for the public inspection in the Commission Office at 949 E. Channel Street during normal business hours. These documents are also available on the San Joaquin Regional Rail Commission website at www.acerail.com/about- ace/sjrrc-board.html subject to staff’s ability to post the documents prior to the meeting.

3 Presentations and Recognitions 4 Consent Calendar

4.1 Minutes of April 7, 2017 ACTION 4.2 Rail Commission/ACE/SJJPA Monthly Expenditure INFORMATION 4.3 ACE Monthly Fare Revenue INFORMATION 4.4 ACE Ridership INFORMATION 4.5 ACE On-Time Performance INFORMATION 4.6 Washington Update INFORMATION 4.7 Accept Independent Auditors’ Report for Fiscal Year ACTION 2015/2016 4.8 Approve the proposed FY 2017-2019 Overall Annual ACTION Disadvantaged Business Enterprise (DBE) Goals and Authorize the Executive Director to Formally Adopt the Proposed FY 2017-2019 Goal if No Public Comments are Received that Require Further Consideration or Modification of the Proposed Goal

5 BART/ACE Connection Planning Efforts/Legislation INFORMATION/ACTION (Stacey Mortensen)

6 Conceptual Capital and Operating Budgets for Fiscal INFORMATION/ACTION Year 2017/2018 (Brian Schmidt)

7 Report on the Full Scale Exercise (Drill) that was INFORMATION/ACTION conducted on March 15, 2017 at the Rail Maintenance Facility in Stockton, CA (Steve Walker)

8 Update on San Joaquin One Voice Trip INFORMATION/ACTION (Stacey Mortensen)

9 Update on Marketing and Outreach Efforts INFORMATION/ACTION (Chris Kay)

10 Commissioner’s Comments

11 Ex-Officio Comments

12 Executive Director’s Report

13 Adjournment The next regular meeting is scheduled for: June 2, 2017 – 8:00 am Robert J. Cabral Station 949 East Channel Street, Stockton

2 of 64 SAN JOAQUIN REGIONAL RAIL COMMISSION Meeting of May 5, 2017

Item 4.1 ACTION Minutes of April 7, 2017 The regular meeting of the San Joaquin Regional Rail Commission was held at 8:00 am, April 7, 2017 at the Robert J. Cabral Station, 949 East Channel Street Stockton, CA 95202. 1 Call to Order/Pledge of Allegiance/Roll Call Chair Johnson called the meeting to order at 8:00 am and led the audience in the pledge of Allegiance. Commissioners Present: Chair Johnson, Vice-Chair Dresser, Haggerty, Zuber, Elliott, Fugazi Ex-Officio Members Present: Andy Chesley, Nate Knodt

2 Public Comments Dr. Wes Swanson discussed the responsibilities of SJRRC as the owner of the Western Pacific Depot building, outlining the legal and environmental ramifications of available options.

3 Presentation and Recognitions None.

4 Consent Calendar 4.1 Minutes of March 3, 2017 ACTION 4.2 Rail Commission/ACE/SJJPA Monthly Expenditure INFORMATION 4.3 ACE Monthly Fare Revenue INFORMATION 4.4 ACE Ridership INFORMATION 4.5 ACE On-Time Performance INFORMATION 4.6 SJRRC 2017-2018 Meeting Schedule ACTION 4.7 Washington Update INFORMATION 4.8 Accept Independent Auditors’ Report for Fiscal Year 2015/2016 ACTION

Commissioner Zuber requested Item 4.8 be removed from the Consent Calendar to allow the Commissioners adequate time to review the Independent Auditors’ Report for Fiscal Year 2015/2016. Chair Johnson consulted with Counsel and agreed to move Item 4.8 to the next meeting.

Commissioner Elliott inquired into the corrective action taken to address the deficiency in the approval of time sheets discussed in the financial statements. Mr. Schiffler said the issue in question was discovered and addressed by payroll staff before the Audit took place.

Ms. Mortensen discussed the need for mobile time sheet approval, as supervisors are oftentimes in the field. Commissioner Elliott asked for clarification that an action was taken to prevent a reoccurrence of the issue. Mr. Schiffler responded in the affirmative. Commissioner Zuber asked if a

3 of 64 “Corrective Action Plan”, as mentioned in the Report, exists. Mr. Schiffler said it does exist and will be made available to Commissioners.

M/S/C (Haggerty/Zuber) Approve the Consent Calendar, minus Item 4.8. Passed and Adopted by the San Joaquin Regional Rail Commission on the 7th day of April 2017 by the following vote to wit:

AYES: 6 Chair Johnson, Vice-Chair Dresser, Haggerty, Zuber, Elliott, Fugazi NOES: 0 ABSTAIN: 0

ABSENT: 2 Marchand, Moorhead

5 Approve Resolution of the Board of Commissioners of the San Joaquin ACTION Regional Rail Commission Authorizing Contract Amendment #1 to

Extend the Contract by Exercising the First Option Year for Information Technology Services to Interwest Consulting Group for an Amount Not-To-Exceed $310,000 and Authorizing and Directing the Executive Director to Execute Contract Amendment #1

Mr. Schmidt presented the decision to exercise a one (1) year option for information technology services with Interwest Consulting Group.

Vice-Chair Dresser inquired into the anticipated capital projects relating to technology services. Mr. Schmidt said the e-ticketing and Positive Train Control projects are currently being pursued, in addition to potentially placing security cameras in the railcars and locomotives.

Commissioner Elliott asked why the first year option is higher than the previous years’ contracts with Interwest. Mr. Schmidt said the inclusion of consultation for capital projects has increased the cost.

M/S/C (Fugazi/Dresser) Approve Resolution of the Board of Commissioners of the San Joaquin Regional Rail Commission Authorizing Contract Amendment #1 to Extend the Contract by Exercising the First Option Year for Information Technology Services to Interwest Consulting Group for an Amount Not-To-Exceed $310,000 and Authorizing and Directing the Executive Director to Execute Contract Amendment #1. Passed and Adopted by the San Joaquin Regional Rail Commission on the 7th day of April 2017 by the following vote to wit:

AYES: 6 Chair Johnson, Vice-Chair Dresser, Haggerty, Zuber, Elliott, Fugazi NOES: 0 ABSTAIN: 0

ABSENT: 2 Marchand, Moorhead

4 of 64

6 ACEforward Environmental Document Update INFORMATION

Mr. Leavitt began the item by introducing Diane Cowin, ACEforward Project Manager, and Rich Walter, Environmental Lead, and provided a brief historical overview of the ACEforward program. Mr. Leavitt then outlined key environmental and project/program level details that will be presented in the Draft Environmental Impact Report.

Mr. Pennino then presented early implementation projects currently underway as part of the ACEforward program, including the Sunol Quiet Zone, locomotive replacements, platform extensions, and station improvements.

Commissioner Haggerty asked if constructing a parking structure at Pleasanton has been discussed. Mr. Pennino said staff has been engaged with the City during their Downtown Specific Plan Update to determine what to do with property near the station. Commissioner Haggerty discussed the City’s desire to build more downtown parking and provided potential options. Commissioner Haggerty expressed his commitment to help expedite the construction of a structure.

Commissioner Haggerty asked how many additional trains Union Pacific (UP) plans to run through Niles Canyon. Mr. Leavitt said that ACE plans to run more trains, but UP is requiring the Commission provide them additional capacity. Commissioner Haggerty expressed his concern that if provided additional capacity through Niles, UP will begin to divert more trains through the area. He asked if this has been considered in the Draft EIR document. Mr. Leavitt said the Draft EIR is focused on the requirements needed for the growth of ACE service. Commissioner Haggerty asked for clarification that the document does not address the possibility of increased UP traffic. Mr. Leavitt said UP can already run more trains in the area, but the document does address the fact that UP will be provided increased capacity on a preferred route.

Commissioner Haggerty expressed his interest in exploring the proposed Electric Multiple Unit (EMU) ACE/BART connection and the associated cost-benefit. Mr. Leavitt said a project level environmental analysis will be pursued regarding the EMU project. Commissioner Haggerty asked if UP needed environmental clearance to run more trains through Niles Canyon. Ms. Mortensen said they are exempt. Mr. Leavitt said UP has the ability to increase freight frequency on any of their lines, and have been known to do so. Ms. Mortensen said there may be some restrictions on Port activities.

Vice-Chair Dresser asked for the status of the new locomotive purchases. Mr. Schmidt said staff is working with BAAQMD to receive the funding. Vice-Chair Dresser asked if there was a partner identified to exercise an option with off an existing contract. Mr. Schmidt stated, Metrolink, Caltrans, and GO Transit are all in production for tire 4 locomotives, and staff will be conducting meetings with the agencies to identify the best option. Vice- Chair Dresser asked how long it takes to build a locomotive. Mr. Schmidt responded two years. Ms. Mortensen added that the most reliable Tier 4 locomotive should be pursued in order to avoid potential mechanical issues. 5 of 64 Commissioner Elliott asked about the potential options for a new Tracy station. Mr. Leavitt said no new station has to be built, but the Draft EIR outlines various options.

Commissioner Haggerty asked for clarification on the number of locomotives being purchased. Mr. Schmidt said one locomotive will be funded by BAAQMD contributions and another will be funded through cap and trade awards.

SJCOG Director Chesley discussed the importance of megaregion collaboration for passenger rail initiatives and the need to be cognizant of the restrictions in available operating funds. Mr. Chesley also mentioned the impending purchase of land for the Ripon ACE station.

Vaughn Wolffe, Pleasanton, asked if there was any consideration of asking Pleasanton to move the station closer to I-680. Mr. Wolffe also mentioned the opportunity for ACE to leverage projected commuter trends in the coming years. Commissioner Haggerty briefly mentioned the process of choosing the current Pleasanton station. Ms. Mortensen said it has been difficult getting another location approved by the City of Pleasanton. Mr. Schmidt mentioned previous proposals to move the station being rejected by the Pleasanton City Council.

7 BART/ACE Connection Planning Efforts/Legislation INFORMATION

Ms. Mortensen presented on the collaborative efforts underway to implement a connection between BART and ACE. Ms. Mortensen also discussed Assembly Bill 758, which would establish the Tri-Valley-San Joaquin Valley Regional Rail Authority to deliver such a connection.

Commissioner Haggerty thanked Dan Leavitt for his hard work moving the project forward. Commissioner Haggerty also discussed the positive attributes of building an EMU to connect ACE and BART.

Commissioner Haggerty asked if staff will be testifying in support of AB 758. Ms. Mortensen said this would at the discretion of the Board. Commissioner Haggerty requested action be taken to authorize staff to testify in support of AB 758. Mr. Schroeder, SJRRC Counsel, pointed out the agenda identifies the item as an information item, thereby preventing action from being taken. Ms. Mortensen requested a special meeting take place if needed to authorize staff to testify in favor of AB 758. The Board agreed to this strategy. Ms. Mortensen and Mr. Schroeder said this can be done via teleconference.

8 State Budget Update INFORMATION

Ms. Mortensen presented on the status of the California State Budget, as wel SB 132, a companion bill to fund the expansion and improvements for ACE service.

6 of 64 Mr. Chesley applauded the efforts of local legislators to create the recently approved transportation bill. Mr. Chesley touched on the many benefits to public transportation the legislation will provide.

9 Commissioner’s Comments

Commissioner Haggerty recommended Counsel examine the bylaws to allow action on any item on the agenda. Mr. Schroeder said the public must be made aware that action could take place on an item. Commissioner Haggerty recommended all agenda items be designated information/action, allowing the Board greater discretion. Mr. Schroeder agreed with this strategy.

10 Ex-Officio Comments

Nate Knodt discussed SJRTD’s new electric bus fleet and their planned utilization in August and January. Mr. Knodt also discussed two new planned bus routes.

Mr. Chesley discussed efforts to reinvent how Local Transportation Funds are utilized, with the funds eventually being used entirely for public transit and operating dollars.

11 Executive Director’s Report

Ms. Mortensen reported:

SJJPA staff will be conducting a Safety Train event in Fresno on April 10th with local law enforcement to educate the public on the importance of rail safety.

The California Passenger Rail Summit will take place in Sacramento on April 18th and 19th. As part of the Summit, a tour of the Siemens manufacturing plant will be available. Ms. Mortensen noted that Siemens is building locomotives that may be selected for use in the ACE service.

12 CLOSED SESSION: Conference with Legal Counsel - Anticipated DISCUSSION/ Litigation Government Code Significant exposure to litigation ACTION pursuant to paragraph (2) or (3) of subdivision (d) of Section 54956.9: One Case

Legal Counsel reported no reportable action was taken by the Board in Closed Session.

13 CLOSED SESSION: Conference with Legal Counsel – Anticipated DISCUSSION/ Litigation Government Code Significant exposure to litigation ACTION pursuant to paragraph (2) or (3) of subdivision (d) of Section 54956.9: Multiple Potential Cases

Legal Counsel reported no reportable action was taken by the Board in Closed Session.

7 of 64 14 Adjournment –

The meeting was adjourned at 9:31 am. The next regular meeting is scheduled for: May 5, 2017 – 8:00 am Robert J. Cabral Station 949 E. Channel Street, Stockton CA

8 of 64 Item 4.2

San Joaquin Regional Rail Commission Altamont Corridor Express Operating and Capital Expense Report March 2017 75% of Budget Year Elapsed

SJRRC EXPENSE % ACE EXPENSE % FY 16-17 TO SPENT FY 16-17 TO SPENT OPERATING EXPENSES ALLOCATION DATE TO DATE ALLOCATION DATE TO DATE

Project Management, Services & Supplies Subtotal 623,420 326,337 52% 4,435,184 2,569,609 58% Contracted Services Subtotal 466,947 174,095 37% 15,895,814 9,214,632 58% Shuttle Services 1,262,232 946,674 75% TOTAL OPERATING EXPENSES 1,090,367 500,432 46% 21,593,230 12,730,915 59%

CAPITAL EXPENSE % FY 16-17 TO SPENT CAPITAL PROJECTS ALLOCATION DATE TO DATE

1 ACE Forward (Project Manager approves invoices for ACEforward - Project funded directly by State) 9,900,000 4,245,750 43% 2 Cabral Track Extension 11,863,925 209,518 2% 3 A1 & A2 Bond Repayment 3,034,762 673,694 22% 4 SJ COG Loan Repayment 1,200,000 318,012 27% 5 UPRR Capitalized Maintenance Projects 4,000,000 4,000,000 100% 6 UPRR Capital Access Fee 3,242,516 3,242,516 100% 7 Positive Train Control 2,800,000 1,598,409 57% 8 Mid Life Overhaul of 1 Locomotive 1,500,000 158,185 11% 9 Capital Spares/Upgrades for Passenger Cars and Locomotives 500,000 112,327 22% 10 San Joaquin Intercity Minor Capital Project ( Funded by State of California) 1,800,000 - 0% 11 eTicketing 1,000,000 23,102 2% 12 ACE Maintenance & Layover Facility 1,020,000 197,215 19% 13 Sunol Quiet Zone Project 800,000 5,696 1% 14 East Channel Street Improvements 173,410 - 0% TOTAL CAPITAL PROJECTS 42,834,613 14,784,423 35%

9 of 64 Status of Capital Projects 1 ACE Forward – For FY 16-17, the primary tasks for ACEforward between July 1 and March 31 have been the environmental work necessary to develop the Administrative Draft EIR (which will be completed by May) and the completion of the 15% Preliminary Engineering. These tasks accounted for nearly 2/3 of the hours billed. The additional ACEforward expenses have been predominately for project management, public outreach to support the environmental process, the ridership analysis needed for the environmental document, planning work for a potential ACE extension to Sacramento, and additional study of the DMU/EMU alternative for connecting to BART in the Tri-Valley. 2 Cabral Track Extension Phases 1-3 - Cabral Track Extension is currently under negotiation with Union Pacific for final design and is scheduled to be completed over several fiscal years.

3 Bond Repayments - Bond repayments are made bi-annually. Second payment paid on 4/04/17.

4 SJ COG Loan Repayment - Annual payment made July 1, 2016 per SJCOG amended loan agreement.

5 UPRR Capitalized Maintenance Projects - Multi-year project is budgeted at $4,000,000 for the year. FY 16/17 payments have been made. 6 UPRR Capital Access Fee - Annual payment made January 23, 2017 for FY 16-17.

7 Positive Train Control -Multi-year project is currently ongoing.

8 Mid Life Overhaul of 1 Locomotive - Project is currently in the preliminary phase.

9 Capital Spares/Upgrades for Passenger Cars and Locomotives - Preventative Maintenance is currently ongoing.

10 San Joaquin Intercity Minor Capital Project (Funded by State of California) - Agreements have been executed with Amtrak. 11 eTicketing Project - SJRRC is soliciting information from potential vendors to develop the scope of work for eTicketing.

12 ACE Maintenance & Layover Facility - Ballast project completed in February 2017.

13 Sunol Quiet Zone - Project has transitioned to a Quiet Zone project sponsored by Alameda County and is in the design and approval phase. 14 East Channel Street Improvements - The project will be built by the development company Ten Space and the SJRRC would provide funds to Ten Space as an Economic Development Subsidy.

10 of 64 San Joaquin Joint Powers Authority Operating Expense Report March 2017 75% of Budget Year Elapsed

SJJPA EXPENSE YTD FY 16-17 TO PERCENT OPERATING EXPENSES ALLOCATION DATE EXPENDED

Project Management, Services & Supplies Project Management, Services & Supplies Subtotal 1,637,410 936,168 57.2% Contracted Services Subtotal 47,251,180 28,334,921 60.0%

TOTAL OPERATING EXPENSES 48,888,590 29,271,088 59.9%

11 of 64 Fare Revenue Item 4.3 900,000

800,000

700,000

600,000

500,000

400,000

300,000 FY Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17 Feb-17 Mar-17 Apr-17 May-17 Jun-17 TOTAL FY 16-17 Fare Revenue 646,431 826,274 861,291 748,352 726,178 664,632 831,572 607,407 810,472 - - - 6,722,609 FY 15-16 Fare Revenue 691,120 726,320 756,505 775,946 689,118 624,172 704,914 715,693 708,873 688,356 753,928 725,497 8,560,441

% of Budget Year Elapsed: 75% FY 16-17 % of Budgeted Fare Revenue Received to Date: 79.08% Projected Annual Fare Revenue: $8,500,000

12 of 64 Ridership Item 4.4

130,000

120,000

110,000

100,000

90,000

80,000

70,000

60,000

50,000

40,000

30,000

20,000

10,000

- Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17 Feb-17 Mar-17 Apr-17 May-17 Jun-17 FY TOTAL FY 16/17 Ridership 99,371 120,142 115,172 115,816 107,241 90,720 107,595 74,701 119,288 - - - 950,046 FY 15/16 Ridership 105,454 109,072 115,890 122,306 102,515 91,386 99,795 101,399 109,802 105,927 116,277 110,988 1,290,811

13 of 64 ACE ON TIME PERFORMANCE

100

90

80

70

60

50

OTP% 40

30

20

10

0 Mar-16 Apr-16 May-16 Jun-16 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17 Feb-17 Mar-17 Monthly OTP % 89.71 91.67 86.83 94.83 94.17 90.11 91.07 89.88 84.31 80.63 83.85 77.68 85.25 Item 4.5

14 YTD OTP % 84.48 86.3 86.4 87.86 88.53 88.86 89.11 89.19 88.78 88.13 83.85 81.32 82.71 of 64 San Joaquin Regional Rail Commission Monthly Report – April 2017

SJRRC and VSA Items • VSA participated in several conference calls with SJRRC. • VSA scheduled several meetings for SJRRC for the May visit including: lunch with Shirley Ybarra and meetings with UP, AASHTO, and Congressional staff in the offices of Reps. Swalwell and Nunes. • VSA reached out to begin the conversation with BSNF’s DC staff on drones and deterrence. • VSA provided input on edits to the one-page overview of SJRRC. • VSA provided information regarding the Administration’s potential infrastructure plan. • VSA provided information in anticipation of the release of the Administration’s proposed tax reform plan. • VSA sent information on SJRRC’s locomotive procurement to the relevant CA delegation members. • VSA provided information on DOT’s leadership changes. • VSA will continue to track FASTLANE grants, including any changes made to the program and/or application process.

DOT Leadership • Elaine Chao was nominated by the President to serve as Secretary of Transportation. Chao is a former Secretary of Labor (President George W. Bush) and a former Deputy Secretary of DOT and former Chairman of the Federal Maritime Commission. She is also married to Senate Majority Leader Mitch McConnell. • Her nomination was reported out of the Senate Commerce Committee on January 24, 2017, by a voice vote. She was confirmed by the full Senate on January 31, 2017, by a vote of 93-6. • The President has nominated Derek Kan to be Undersecretary of Transportation for Policy. Kan is a Lyft general manager working in Los Angeles and a member of Amtrak’s board. From 2008 to 2010 he was a policy advisor for Senate Majority Leader Mitch McConnell. • Additionally, Secretary Chao is shaking up her top DOT staff. Michael Britt has been tapped to be senior advisor for FAA modernization and James Ray (currently a principal at KPMG) has been tapped to lead DOT’s task force on infrastructure. Geoff Burr will replace Britt becoming acting chief of staff. Matt Kopko will be counselor to the deputy secretary.

15 of 64 • VSA will monitor for additional DOT nominations, including for the FRA. DOT remains lightly staffed, especially with regard to political appointments.

Outlook for FY17 Appropriations • In the evening on April 26th, House Appropriators introduced a one-week Continuing Resolution (CR) to fund the government through May 5th. The goal of this CR is to keep the government open while Congress finalizes the details of an omnibus package. • Appropriators remain optimistic that an omnibus deal is within reach. VSA is told that there are several outstanding items being finalized (none in the Transportation bill) but all parties believe a “deal” is imminent. The deal may include new FY17 spending bills for all outstanding 11 bills (Military Construction passed several months ago) or a combination of new bills and CRs for more problematic bills (likely Interior and maybe State and Labor, Health and Human Services). • The federal government is currently operating on a Continuing Resolution (CR). The CR runs through April 28, 2017.

Fiscal Year 2018 Budget and Appropriations FY18 Administration Budget: • We expect this Administration to release their full budget with detailed explanatory documentation to Congress on May 22nd. • It is customary for a new Administration to delay the release of a budget document until April or May of the first year they are in office. Therefore, the “normal” schedule (during which Congress receives Administration’s budget document in February) will be delayed. • In mid-March the Administration released a “skinny budget” to Congress. The document was extremely light on details, but did call for significant spending cuts to many domestic agencies while increasing spending for defense and homeland security. • With regard to the “skinny budget,” spending for DOT is reduced by 13% compared to FY17 CR levels. Proposals of interest include the elimination of the TIGER program; a restructuring and reduction of Federal support to Amtrak including termination of Federal support for Amtrak’s long-distance train services; and a reduction in funding for FTA’s New Starts program and instructions that funding is for projects with existing full funding grant agreements and no new projects will be funded.

FY18 Congressional Budget:

16 of 64 • The House Budget Committee is expected to begin development of their budget before receiving the Administration’s detailed budget documents. It’s expected that the Senate would consider the budget resolution after the House. • Due to Congressional Republican’s desire to pass tax reform, we expect them to introduce and pass a budget resolution that includes reconciliation instructions. The reconciliation instructions would direct congressional committees to meet certain revenue or savings targets. (Note: In January 2017, Congress passed a reconciliation bill that included instructions for repealing the Affordable Care Act.)

FY18 Congressional Appropriations: • The Congressional Appropriations process is just beginning for FY18. One reason for the slow start is that there is not yet resolution for FY17. • With regard to the Transportation, Housing and Urban Development Subcommittees, Senators Collins (R-ME) and Reed (D-RI) and Representatives Diaz- Balart (R-FL) and Price (D-NC) are in the top spots on the subcommittee. • The House THUD Appropriations Subcommittee has announced an April 4th deadline for Members to submit funding requests to the subcommittee for FY18. The Senate THUD Appropriations Subcommittee has announced an April 6th deadline for Members to submit funding requests to the subcommittee for FY18.

Infrastructure Investment Administration: • The Trump Administration has made bold promises to invest $1 trillion in infrastructure over ten years. This is in contrast with the Administration’s “skinny” budget which cuts domestic discretionary spending, including funding for DOT and other infrastructure-related agencies and accounts. • The President has given few details about his infrastructure investment plans, but has said he would like the private sector to provide much of the funding. • Recently Secretary Chao made comments about moving an infrastructure package more quickly than previously suggested. She would like to release a package in May, which is earlier than previously projected (late fall). Chairman Shuster and others in Congress still think that a late fall timeframe is more realistic. • Secretary Chao also talked recently about streamlining the review processes as a key mechanism for supporting infrastructure projects. These statements began a back and forth between the Administration and Congressional Democrats who have made clear that they believe a substantial amount of new money is necessary to creating a significant infrastructure package, not just streamlining and removing regulatory barriers. • The most detailed plan, authored by Wilbur Ross, the nominee for Secretary of Commerce, and economist Peter Navarro, suggests there will be $1 trillion in "cost- neutral" investment funded mostly with repatriated foreign corporate income.

17 of 64 More specifically, Trump has proposed reducing the rate companies would pay to bring cash held overseas by U.S. corporations to 10 percent, down from 35 percent. Those companies then could invest in infrastructure projects, benefit from a new 82 percent tax credit and effectively erase their 10 percent repatriation tax. • However, lowering the cost of money with tax credits to investors may not entice the kind of investment suggested because local governments already have access to the municipal bond market, which benefits from the lowest financing costs in more than 50 years. The Congressional Budget Office reported in 2015 that just 26 private-investment projects were completed or underway nationwide. • In late January 2017, a list of 50 infrastructure projects was circulated. The origin of the list is somewhat unclear with conflicting reports that it was compiled by the Trump transition team or by the National Governor’s Association for the Trump transition team. The list mentions that the projects would be funded with 50% private investment. However, there is no additional public discussion regarding projects or a more formal plan, including how to pay for it using either public or private funds. These projects may be reflective of the type of infrastructure investment that will be supported by the Trump Administration.

Congress: • Also in late January, Senate Democrats outlined an ambitious proposal to spend $1 trillion on a broad range of infrastructure projects over the next ten years. Since the announcement, neither the President nor Congressional Republicans have responded in any significant way to the Democrats’ offer. • The proposal suggests the following investments:

Reconstruct Roads & Bridges $100B Improve Airports $30B Revitalize Main Street $100B Address Ports & Waterways $10B Expand TIGER $10B Build Resilient Communities $25B Rehabilitate Water and Sewer $110B 21st Century Energy Infrastructure $100B Modernize Rail Infrastructure $50B Expand Broadband $20B Repair & Expand Transit $130B Invest in Public Lands & Tribal Infrastructure $20B Vital Infrastructure Program $200B Modernize VA Hospitals $10B Rebuild Public Schools $75B Provide Innovative Financing Tools $10B

• Congressional Republicans continue to discuss a desire to provide more funding for infrastructure, but have not offered a formal proposal or a specific time as to when they may draft a proposal. Some continue to look at repatriation of corporate foreign income as a (at least partial) funding source, while others suggest those funds should be used for tax reform. There is little to no talk of Congress simply using deficit spending to fund infrastructure.

18 of 64 Tax Reform • On Wednesday, April 26th, the Trump Administration outlined principles for tax cuts. These include moving from seven to three tax brackets for individuals with a top rate of 35% for individuals. The proposal also calls for a 15% rate applied to both large corporations and small businesses. • The outline proposes to double the standard deduction and eliminates the AMT and the estate tax. It does NOT include a controversial border adjustment tax that is included in the House GOP tax blueprint. • The proposal maintains the mortgage interest deduction and the charitable deduction but all other tax deductions/exclusions are eliminated, including municipal and private activity bonds. • VSA will continue to follow developments on tax reform and will keep SJRRC updated as more information becomes available.

19 of 64 SAN JOAQUIN REGIONAL RAIL COMMISSION Meeting of May 5, 2017 STAFF REPORT Item 4.7 ACTION Accept Independent Auditors’ Report for Fiscal Year 2015/2016

Background

A Summary of Auditors’ Results for FY 2015/2016 can be found on page 68 of the Independent Auditors’ Report.

For the SJRRC Board, the reports are added at the end of this board packet.

For the public, the reports are available upon request.

20 of 64 SAN JOAQUIN REGIONAL RAIL COMMISSION Meeting of May 5, 2017

STAFF REPORT

Item 4.8 INFORMATION/ACTION Approve the Proposed FY 2017-2019 Overall Annual Disadvantaged Business Enterprise (DBE) Goals and Authorize the Executive Director to Formally Adopt the Proposed FY 2017-2019 Goal if no Public Comments are Received that Require Further Consideration or Modification of the Proposed Goal

Background:

The overall annual Disadvantaged Business Enterprise (DBE) and Small Business Enterprise (SBE) goal was developed for DBE participation in the SJRRC’s FY 2017– 2019 federally-assisted contracts, in compliance with federal regulations set forth at 49 CFR Part 26, Participation by Disadvantaged Business Enterprises in U.S. Department of Transportation (DOT) Programs.

Discussion:

The Goal Setting Methodology is attached and will be made available for viewing at the Rail Commission Offices at 949 E. Channel Street, Stockton, CA, 95202.

The recommended overall annual DBE goal for contracts assisted by the Federal Transit Administration (FTA) is 2.0%.

Staff met with Mr. Paul Guerrero on March 21st, 2017 to discuss and go over the methodology used in determining the proposed goal. After meeting with Mr. Guerrero there are no changes to the methodology. The meeting was a result of Mr. Guerrero’s public comment of the methodology used at the March 3rd, 2017 Board meeting.

Fiscal Impact:

Receipt of Federal funds may be conditioned upon the approval by U.S. DOT of the Overall Annual DBE Goals.

Public Contact/Coordination:

Public Notices will be placed in the lobby of the Rail Commission Headquarters located at 949 E Channel St. Stockton, CA, as well as the Altamont Corridor Express website, social media pages and prominent newspapers along the ACE operating corridor.

Recommendation:

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Approve the proposed FY 2017-2019 Overall Annual Disadvantaged Business Enterprise (DBE) Goals and Authorize the Executive Director to Formally Adopt the Proposed FY 2017-2019 Goal if No Public Comments are Received that Require Further Consideration or Modification of the Proposed Goal.

22 of 64 RESOLUTION NO. SJRRC-R-16/17-018

Approve the proposed FY 2017-2019 Overall Annual Disadvantaged Business Enterprise (DBE) Goals and Authorize the Executive Director to Formally Adopt the Proposed FY 2017-2019 Goal if No Public Comments are Received that Require Further Consideration or Modification of the Proposed Goal

WHEREAS, the San Joaquin Regional Rail Commission in accordance with federal regulations 49 CFR Part 26, has established a Disadvantaged Business Enterprise Program; and

WHEREAS, the San Joaquin Regional Rail Commission is required by 49 CFR Part 26, that it develop an overall Disadvantaged Business Enterprise (DBE) Goal for DBE participation in the SJRRC’s FY 2017 – 2019 federally-assisted contracts as part of the SJRRC Disadvantaged Business Enterprise Program; and

WHEREAS, Section 49 CFR Part 26 was modified to include language requiring grantees to adopt a Small Business Element into their existing Disadvantaged Business Enterprise program; and

WHEREAS, the Federal Transit Administration wants to encourage Small Business participation in and competition in federally funded contracts; and

NOW THEREFORE, BE IT RESOLVED that the San Joaquin Regional Rail Commission hereby approves and adopts the FY 2017-2019 Overall Annual Disadvantaged Business enterprise (DBE) Goal of 2% for all contracts assisted by the U.S. Department of Transportation in accordance with 49 CFR Part 26.

PASSED AND ADOPTED, by the Board of Commissioners this 5th day of May 2017 by the following vote:

AYES: NOES: ABSTAIN: ABSENT:

ATTEST: SAN JOAQUIN REGIONAL RAIL COMMISSION

______STACEY MORTENSEN, Secretary BOB JOHNSON, Chair

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THE SAN JOAQUIN REGIONAL RAIL COMMISSION (SJRRC)

FFY 2017 – 2019 DISADVANTAGED BUSINESS ENTERPRISE GOAL AND

GOAL SETTING METHODOLOGY

SJRRC BOARD OF COMMISSIONERS APPROVAL:

______Bob Johnson, Chair

SUBMITTED TO U.S. DEPARTMENT OF TRANSPORTATION FEDERAL TRANSIT ADMINISTRATION

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Table of Contents

Executive Summary ...... 2 I. FTA Assisted Contract Opportunities ...... 3 Stockton Track Extension ...... 3 eTicketing ...... 5 II. Goal Methodology...... 7 1. Determining a Base Figure ...... 7 2. Adjusting the Base Figure ...... 9 III. Proposed Overall DBE Goal ...... 12 IV. Race Neutral Means to Achieve DBE Annual Overall Goal ...... 12 V. Small Business Program ...... 12

VI. Public Participation ...... 14

Attachments

A - Community Engagement Letter ...... 15

B - ACE webpage Public Notice ...... 16

C - Newspaper Public Notice ...... 17

25 of 64 EXECUTIVE SUMMARY

The San Joaquin Regional Rail Commission (“SJRRC”) has completed its analysis for the annual overall Disadvantaged Business Enterprise (“DBE”) goal applicable to the SJRRC’s contracting opportunities funded in whole or in part by the Federal Transit Administration (“FTA”) in Federal Fiscal Year (“FFY”) 2017 - 2019.

The annual overall DBE goal represents the percentage of DBE firms who are ready, willing and able to participate in the SJRRC’s FTA-assisted contracting opportunities each fiscal year. The goal is expressed as a percentage of all FTA funds the SJRRC anticipates expending in the fiscal year.

The SJRRC has chosen the following methodology to establish the annual overall goal in accordance with the Department of Transportation (“DOT”) federal regulations governing the DBE program and recent guidance from DOT.

STEP 1.

The SJRRC determined a base figure for the relative availability of DBEs in the specific areas of expertise involved in the SJRRC’s FTA-assisted contracting opportunities for FFY 2017- 2019 by using the Caltrans Unified Certification Program (“CUCP”) database of DBE’s, the most recent national U.S. Census Bureau’s County Business Pattern database for the State of California and then weighting each area of expertise according to the amount of FTA assistance that is projected to be spent in the area.

STEP 2.

The SJRRC examined other evidence regarding DBE availability for the SJRRC’s geographic and contracting market, past participation, and contracting opportunities to determine if any adjustments to the base figure were needed in order to arrive at a narrowly tailored annual overall goal.

Based upon this analysis, the SJRRC proposes an annual overall DBE race-neutral goal of 2.0% for FFY 2017 - 2019 for FTA-assisted contracts.

26 of 64 I. FTA-ASSISTED CONTRACTING OPPORTUNITIES

The SJRRC has identified and analyzed the FTA-assisted contracting opportunities for FFY 2017-19 by federal dollar amounts and the North American Industry Classification Codes (NAICS) for the relevant types of work.

In Fiscal Years 2017-2019 SJRRC anticipates federal funding involvement on the following projects:

FTA Assisted Capital Projects Est. Project Cost 1. Stockton Track Extension $22,000,000 2. eTicketing $ 2,000,000 3. Locomotive Overhauls $ 1,500,000 4. Capital Lease $ 9,727,548 5. Right of Way Rail line improvements $12,000,000 $47,227,548

Due to operating along the Union Pacific Rail Road lines, SJRRC is limited on bid opportunities as UPRR requires all work done on or in conjunction with their lines be completed by their workforce. Therefore, Capital Lease payments, Rail line improvements, and parts of the Stockton Track Extension projects were all excluded from the DBE goal setting process. Further, the contract for the Locomotive Overhaul was awarded to Motive Power Industries in 2009. SJRRC will be exercising the options clause of that contract in 2016-17, therefore this project has also been removed from the current processes. This leaves the Stockton Track Extension and eTicketing as the only projects eligible for DBE contract opportunity in this cycle.

Stockton Track Extension:

This project extends the passenger track from the downtown Stockton Cabral station to the SJRRC/ACE Rail Maintenance Facility (RMF) and separates the ACE and Amtrak passenger trains from the following Railroads that operate in this congested area of the downtown:

. Union Pacific (UPRR) Operates two north/south mainline subdivisions in the project area . Burlington Northern/Santa Fe (BNSF): Operates east/west on its own mainline and leases right to operate on UPRR lines going north out of Stockton in the project area . Central California Traction (CTC): Operates out of the Port of Stockton through the project area . Stockton Terminal and Eastern (ST&E): Switches freight with UPRR in the project area

This project represents an opportunity to efficiently access the most modern rail maintenance facility in the Central Valley, improve safety and capacity in one of the busiest freight corridors in California, and create jobs in the chronically disadvantaged economy of Stockton.

The project provides capacity for additional ACE trains and new connections between ACE and the San Joaquins.

27 of 64 Key elements of the project are:

. Installation of 1.3 miles of new passenger track and roadbed to connect to new rail maintenance facility . 1 overcrossing structure widening . Upgraded signal system and connections . Improved crossovers . Vehicle and pedestrian safety improvements to 6 at-grade rail crossings on local and collector streets

For this project the following applicable NAICS categories and available DBE firms were identified:

NAICS Description Available DBE Firms 237 Heavy Construction As a Group 237110 Water and Sewer Line and Related Structures Construction 42 237210 Land Subdivision 3 237310 Highway, Street and Bridge Construction 59 237990 Other Heavy & Civil Engineering Construction 53 Total 157 238 Civil and Heavy Construction As a Group 238110 Poured Concrete Foundation and Structure Contractors 23 238120 Structural Steel and Precast Concrete Contractors 19 238140 Masonry Contractors 4 238210 Electrical Contractors 35 238910 Site Preparation Contractors 31 Total 112 541 Special Services as a Group 541310 Architectural Services 35 541330 Engineering Services 145 541620 Environmental Consulting 100 Total 280

28 of 64 Electronic Ticketing (eTicketing):

The Altamont Corridor Express (ACE) currently uses paper tickets issued on a distance-based system. Upgrading to an Electronic Ticketing program will improve fare collections, fiscal reporting, security, and convenience. This system would immediately validate tickets used on board, and allow for on-board ticket sales with real time validation of credit card sales. The system also allows for a better accounting of on-board sales and insures timely compliance with established revenue remittance procedures. The other main component of the system is the ability to create a positive train manifest in real time. Completion and implementation of the E-Ticketing project will allow for the following:

• Station Ticket Sales • On-Board Ticket Sales • On-Board Ticket Validation • Real Time Validation of Credit Card Transactions • Internet Based Recharging of Fare Media • Real Time Passenger Manifesting • Detailed Ridership Data by Origin and Destination • Automated Accounting Procedures • Selling of other Services (i.e. Paramount Great America Tickets)

Key elements to this project that will allow for DBE bid opportunities include • project management, • construction management, • electronic infrastructure and • a high level of programming

For this project the following applicable NAICS categories and available DBE firms were identified:

NAICS Description Available DBEs 541 Special Services As a Group 541310 Architectural Services 35 541330 Engineering Services 145 541511 Custom Computer Programming Services 77 541512 Computer Systems Design Services 88 Total 345

29 of 64 Over the next few years, the SJRRC anticipates receiving an estimated $45 million in FTA funds. Of that the total contracting amount of FTA assistance the SJRRC anticipates awarding on these projects in FFY 2017 - 2019 is $11,000,000, or 24% (see Table 1). The SJRRC has determined that the FTA-assisted contracting opportunities will involve work in (14) 2007 NAICS codes, some of which have been grouped into major three digit NAICS classifications.

Table 1

FFY 2017 - 2019 Allocated FTA Dollars by NAICS Codes Projects NAICS Description FTA Funds %of FTA 237 Heavy Construction As a Group $5,500,000 50% 237110 Water and Sewer Line and Related Structures Construction 237210 Land Subdivision 237310 Highway, Street and Bridge Construction 237990 Other Heavy & Civil Engineering Construction 238 Civil and Heavy Construction As a $3,500,000 32% Group Stockton Track 238110 Poured Concrete Foundation and Structure Contractors Extension 238120 Structural Steel and Precast Concrete

Contractors e-Ticketing 238140 Masonry Contractors $11,000,000

238210 Electrical Contractors

238910 Site Preparation Contractors

541 Special Services As a Group $2,000,000 18% 541310 Architectural Services 541330 Engineering Services 541511 Custom Computer Programming Services 541512 Computer Systems Design Services 541620 Environmental Consulting Total FTA Funds $45,000,000 % of Allocated FTA Funds 24%

30 of 64 II. GOAL METHODOLOGY

1. Determining a Base Figure

The base figure was developed to express the relative availability of DBEs within the SJRRC market area in the specific areas of expertise involved in the proposed FTA-assisted contracting opportunities. For this purpose, the SJRRC has opted to include all of California as the Market Area in setting the DBE goal. Due to the size of the agency and the cost of the projects involved, it is unlikely that an out of state contractor will be submitting proposals.

Determining DBE availability was done by comparing data from the CUCP DBE database (comprised of the Caltrans maintained CUCP DBE database) and the U.S. Census Bureau’s County Business Pattern (CBP) database. For each NAICS code, CBP data from the State of California was used to determine the total number of businesses. The total number of DBEs for each NAICS code was determined by using the most closely matched 2007 NAICS codes from the CUCP DBE database. The total number of DBEs was compared to the total number of all firms to show the percentage of DBEs available in each area of expertise. (Table 2)

Number of DBEs registered in specialized category Base Figure = ∑ Number of all CBP firms by specialized category

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Table 2 % of DBE Availability by NAICS NAICS Description DBE CBP Availability 237 Heavy Construction As a Group 237110 Water and Sewer Line and Related Structures Construction 42 840 0.05 237210 Land Subdivision 3 728 0.0041 237310 Highway, Street and Bridge Construction 59 781 0.0755 237990 Other Heavy & Civil Engineering Construction 53 338 0.1568 157 2687 0.0584 238 Civil and Heavy Construction As a Group 238110 Poured Concrete Foundation and Structure Contractors 23 1691 0.0136 238120 Structural Steel and Precast Concrete Contractors 19 378 0.0502 238140 Masonry Contractors 4 1227 0.0032 238210 Electrical Contractors 35 7572 0.0046 238910 Site Preparation Contractors 31 2331 0.0132 112 13199 0.0084 541 Special Services As a Group 541310 Architectural Services 33 3139 0.0105 541330 Engineering Services 145 8053 0.0180 541511 Custom Computer Programming Services 77 10671 0.0072 541512 Computer Systems Design Services 88 6458 0.0136 541620 Environmental Consulting 100 1439 0.0694 445 29760 0.0149 714 45646 0.0156

32 of 64 2. Adjusting the Base Figure

Key factors considered when adjusting the Base Figure were as follows:

a. Market Area: In years past SJRRC limited the market area for DBE firms to within a 100 mile radius of the proposed project locations. With the list of available DBE firms already slim, SJRRC has opted to not eliminate any firms regardless of location or likelihood to bid, instead the entire state of California is included.

b. Past Participation: Over the past five years, SJRRC has maintained and/or awarded 28 prime contracts, of which five had DBE participation, and one was awarded to a DBE as the prime contractor. Weighing the participation percentage based on number of previously awarded is difficult as the projects identified in this program as materially different from the prior contracts.

In reviewing past participation, between April and September 2011, 13% DBE participation was reported in construction management contracts for the ACE Track Extension project.

The 2012/13 reporting dropped to 0% participation due to contracts to the UPRR for contractual requirements as part of the SJRRC/UPRR Trackage Rights Agreement for the Altamont Corridor Express. UPRR as part of their Union agreement are required to use their Union forces to complete the improvements.

The 2013/14 DBE reporting increased to 10% participation.

In 2014/15 and 2015/16, DBE participation was 0% as the contracts awarded were to the UPRR for contractual requirements as part of the SJRRC/UPRR Trackage Rights Agreement for the Altamont Corridor Express. UPRR as part of their Union agreement are required to use their Union forces to complete the improvements.

Federal Fiscal Year FTA DBE Participation FY2011/12 13% FY2012/13 0% FY2013/14 10% FY2014/15 0% FY2015/16 0% Median Participation 0%

While an analysis of past DBE participation was completed, the results were not used in the goal setting process, because of two things, the ongoing UPRR contractual required projects, and the anticipated project to be completed as part of this program are different from the previously completed projects.

33 of 64 c. Project List: As outlined in section I, only two of the proposed projects scheduled for DOT assistance in the upcoming triennial period will be eligible for DBE participation. Past projects included the complete rehabilitation of the downtown Stockton Cabral station, a bridge expansion over Miner Avenue and a state of the art rail maintenance facility. The scale of these projects significantly opened-up opportunities for DBE participation. Those projects are now complete and the SJRRC will not be undergoing projects of that scale. Therefore, SJRRC cannot accurately consider a historic median of past projects in setting its new goal and will not be used to calculate the goal.

d. Bid opportunities: Operating along the Union Pacific Rail Road lines limits bid opportunities on SJRRC sponsored projects as UPRR requires all work done on or in conjunction with their lines be completed by their workforce. The largest project being proposed for the upcoming years is the Stockton Track Extension and falls directly under this restriction.

e. Public Participation: On January 19, 2017 SJRRC hosted a DBE Community Engagement meeting to which invites were extended to 24 Chambers of Commerce and Small Business Development Centers ranging from Sacramento to the Silicon Valley and Oakland to be distributed to their participants. At this meeting we had the current proposed DBE Goal Setting Methodology available for review as well as project descriptions for proposed upcoming projects. We also had members from our procurement, management, and project development teams, including bi-lingual staff available to engage the public and answer questions. No response came from this effort.

f. Weighted Percentage: SJRRC adjusted the amount of FTA-assisted contracting opportunities available to DBEs based on the percentage of FTA funds projected to be used to purchase specialized equipment for the bridge construction, concrete foundation and rail track construction for the Stockton Track Extension Project, as well as engineering and computer design services for the eTicketing project. (Table 3)

With the list of available DBE firms already slim, SJRRC did not eliminate any firms regardless of location or likelihood to bid. Instead the available DBE firms in each category were multiplied by the percentage of DOT funds allocated toward the related project, giving the weighted DBE percentage for each group of 1.9, only 0.4% higher than the availability calculation and therefore having no effect on the base figure. (Table 3)

Number of DBEs registered in specialized category X weight X 100 Weighted Base Figure= ∑ Number of all CBP firms by specialized category

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Table 3 DBE Availability by % of FTA Dollars % of Total Weighted NAICS Description DBE CBP Availability FTA DBE % Dollars 237 Heavy Construction As a Group 237110 Water and Sewer Line and Related Structures 42 840 0.05 Construction 237210 Land Subdivision 3 728 0.0041 237310 Highway, Street and Bridge Construction 59 781 0.0755 237990 Other Heavy & Civil Engineering Construction 53 338 0.1568 157 2687 0.0584 0.1222 0.0071 238 Civil and Heavy Construction As a Group 238110 Poured Concrete Foundation and Structure 23 1691 0.0136 Contractors 238120 Structural Steel and Precast Concrete Contractors 19 378 0.0502 238140 Masonry Contractors 4 1227 0.0032 238210 Electrical Contractors 35 7572 0.0046 238910 Site Preparation Contractors 31 2331 0.0132 112 13199 0.0084 0.0777 0.0006 541 Special Services As a Group 541310 Architectural Services 33 3139 0.0105 541330 Engineering Services 145 8053 0.0180 541511 Custom Computer Programming Services 77 10671 0.0072 541512 Computer Systems Design Services 88 6458 0.0136 541620 Environmental Consulting 100 1439 0.0694 445 29760 0.0149 0.0444 0.0006

Total 0.0817 0.2443 0.0199

In evaluating the two main components the Base Figure, and the Weighted DBE Availability, the weighted DBE Availability of 1.99% will be rounded up to 2.00% and used as the DBE goal.

35 of 64 III. PROPOSED OVERALL DBE GOAL

Taking all the information into consideration and weighing heavily on the DOT assisted contract opportunities proposed to be available in this triennial period, SJRRC proposes to use the weighted DBE Availability figure and set an annual overall DBE goal of 2.0% be set for FFY 2017 - 2019 for FTA-assisted contracts.

As part of the prescribed goal-setting methodology, SJRRC must project the percentage of its Proposed Overall DBE Goal that can be met utilizing race-neutral and race-conscious measures. Because of the emphasis placed on race-neutral methods and the types of contracting opportunities, the SJRRC proposes that the FFY 2017–2019 goal will be met by race-neutral measures.

IV. RACE NEUTRAL MEANS TO ACHIEVE THE DBE ANNUAL OVERALL GOAL

SJRRC plans to continue or implement the following Race neutral measures to maximize bidding and contracting opportunities to DBE and Small Business firms:

A. Publicly announce all bid opportunities B. Invite DBE firms to bid based on past participation C. Unbundling large contracts to make them more accessible, D. Encouraging prime contractors to subcontract portions of the work, and E. Participate in outreach and communications programs

In years past SJRRC has had a difficult time meeting DBE goals on a consistent year to year basis. This was not due to using Race-neutral measures but because contract opportunities tend to be very restrictive as described in Section I and contracts tend to span over several years. SJRRCs procurement policy utilizes multi-year agreements.

For example; when breaking ground on a multi-million dollar Rail Maintenance Facility owned by the Commission, DBE participation was reported at 19%. This was a multi-year project to which the DBE participation was reported at the time of contract award therefore reflecting at 0% in subsequent years.

SJRRC will carefully monitor its progress during the course of the year and may establish appropriate contract-specific goals if race-neutral methods do not appear sufficient to achieve the overall annual DBE participation for FFY 2017-2019. At such time the SJRRC will consult local disparity studies to assist in the new determination.

V. SMALL BUSINESS PROGRAM

1. Definition of a Small Business Enterprise:

For purposes of this Program and in accordance with the State of California’s definition of “microbusiness” as set forth in California Government Code section 14837, a “Small Business Enterprise” is defined as:

a) A business that, together with its affiliates, has average annual gross receipts of two million seven hundred fifty thousand dollars ($2,750,000) or less over the previous three years, or

36 of 64 b) Is a small business manufacturer with 25 or fewer employees.

2. Compliance with State of California Small Business Eligibility Requirements:

SJRRC will utilize the State of California certification to verify the status as a small business for participation in SJRRC’ Small Business Program. Contractors will only be eligible to benefit from the Program if they are a State of California Certified Microbusiness. Accordingly, the definition of a “Small Business Enterprise” will be modified as necessary to remain consistent with the State of California’s definition and certification eligibility of “microbusiness”.

3. Small Business For Contracts <$100,000:

SJRRC will set aside contracts for Small Business Enterprises (SBEs), provided that an adequate number of qualified small businesses can compete for the work. The State of California small business directory will be consulted to determine if there is an adequate pool of certified SBE vendors in the market area that are ready, willing, and able to perform. The contract opportunity will be advertised in accordance with the procurement policy, but only Small Businesses will be eligible for award. In those circumstances when only a single proposal or bid that has been solicited under this Program has been received, the contract will be re-solicited, unless there is a sound documented business reason to justify the lack of competition.

4. Self Perform Limit for Contracts >$1,000,000:

For contracts over $1,000,000, SJRRC shall use contract goals for SBE participation on contracts that have subcontracting possibilities. Contract goals shall be enforceable and compliance with the goal or good faith efforts to do so shall be a condition of contract award. Contract goals need not be established on every such contract, and the size of contract goals will be adapted to the circumstances of each such contract (e.g., type and location of work and availability of SBEs to perform the particular type of work). The contract work items will be compared with eligible SBE contractors willing and available to work on the project. A determination will be made regarding which items are likely to be performed by the prime contractor and which ones are likely to be performed by subcontractor(s). The goal will then be incorporated into the contract documents. Contract goals will be expressed as a percentage of the total amount of a contract.

37 of 64 VI. PUBLIC PARTICIPATION

1. Consultation

SJRRC has not previously undergone efforts to consult with minority and women’s groups specifically outside of general publication or invitations to bid on capital projects. As a small agency qualified under the provisions in FTA Circular 4702.1B section IV SJRRC is not required to develop a formal Public Participation Plan and is instead represented by the local Council of Governments of San Joaquin County. However, on January 19th, 2017 the SJRRC held a DBE Community Engagement meeting to which invites were extended to 24 Chambers of Commerce and Small Business Development Centers ranging from Sacramento to the Silicon Valley and Oakland. (Attachment A)

The goal of the outreach is to establish contacts and relationships with the DBE community, share a little bit of who SJRRC is and the contract opportunities coming available in the next few years, and collect comments on the proposed goals set out in this document. SJRRC would then review all comments received and evaluate discussions held during the engagement and determine if changes to the goals set will require adjustment.

The DBE Community Engagement meeting was held on Thursday, January 19, 2017 at the SJRRC Headquarters in Stockton, CA, at 10:00am, to which there were no attendees. Staff and information remained available until 12:00pm.

Staff met with Mr. Paul Guerrero on March 21, 2017 to discuss the methodology used in the program. The meeting was a result of Public Comments Mr. Guerrero made at the March 3, 2017 San Joaquin Regional Rail Commission meeting on the methodology used in the Progam

2. Publication of Proposed Goal

The proposed FFY 2017-2019 DBE goal was made available to the public advising that the SJRRC and U.S. DOT will accept public comments on the proposed goal and methodology for a period of forty-five (45) days from the date of publication.

Notices were posted in the following locations:

a. SJRRC/ACE Headquarters located at 949 E Channel Street, Stockton, CA 95202 – 30 Days b. Website at www.acerail.com – continuous (Attachment B) c. Prominent newspapers along the ACE operating corridor – 10 days: (Attachment C) • The Stockton Record, • San Jose Mercury News • Tri-Valley Herald.

Notice ran in prominent newspapers along the ACE corridor for ten days and remains on the ACErail website, no comments have been received to date.

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ATTACHMENT A

39 of 64 ATTACHMENT B

40 of 64 ATTACHMENT C

NOTICE OF PUBLIC COMMENT PERIOD BEFORE THE SAN JOAQUIN REGIONAL RAIL COMMISSION

NOTICE IS GIVEN that the public comment peri0d will open lo receive oral and written statements regarding the Adoption of Federal Transit Administration Disadvantaged Business Enterprise Goal of 2% for fiscal years 2017-19. Comment period will remain open for a period of 45 days. All persons interested in this matter are Invited to appear on May 5, 2017 al the Board of Directors meeting at 949 E Channel St. Stockton, CA 95202 at 8:00am or lo contact the San Joaquin Regional Rail Commission at 209-944-6220 or by sending an email to [email protected]

#1093408 4/10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 2017

BY: Stacey Mortensen, Executive Director San Joaquin Regional Rail Commission

41 of 64 SAN JOAQUIN REGIONAL RAIL COMMISSION Meeting of May 5, 2017

STAFF REPORT Item 5 INFORMATION/ACTION BART/ACE Connection Planning Efforts/Legislation

Staff will provide an update on BART/ACE Connection Planning Efforts/Legislation. Please see AB 758 (Eggman) attached.

42 of 64 AMENDED IN ASSEMBLY APRIL 18, 2017 AMENDED IN ASSEMBLY MARCH 21, 2017 california legislature—2017–18 regular session

ASSEMBLY BILL No. 758

Introduced by Assembly Members Eggman and Baker

February 15, 2017

An act to add Chapter 8 (commencing with Section 132651) to Division 12.7 of the Public Utilities Code, relating to transportation.

legislative counsel’s digest AB 758, as amended, Eggman. Transportation: Tri-Valley-San Joaquin Valley Regional Rail Authority. Existing law provides for the creation of statewide and local transportation agencies, which may be established as joint powers authorities or established expressly by statute. Existing law establishes the Bay Area Rapid Transit District, which is authorized to acquire, construct, own, operate, control, or use rights-of-way, rail lines, bus lines, stations, platforms, switches, yards, terminals, parking lots, and any and all other facilities necessary or convenient for rapid transit service. This bill would establish the Tri-Valley-San Joaquin Valley Regional Rail Authority for purposes of planning and delivering developing a cost effective cost-effective and responsive interregional rail connection between the San Joaquin Valley and the Bay Area Rapid Transit District's rapid transit system and the Altamont Corridor Express in the Tri-Valley, that meets the goals and objectives of the community. The bill would require the authority's governing board to be composed of 14 representatives and would authorize the authority to appoint an

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43 of 64 AB 758 Ð 2 Ð

executive who may appoint staff or retain consultants. representatives. The bill would provide speci®ed authorizations and duties to the authority. This bill would require all unencumbered moneys dedicated for the completion of the connection to be transferred to the authority. The bill would require the Bay Area Rapid Transit District to assume ownership of all physical improvements, and to assume operational control, maintenance responsibilities, and related ®nancial obligations for the connection, upon its completion. The bill would require the Department of Transportation to expedite reviews and requests related to the connection. The bill would require the require the authority to annually provide a project update feasibility report to the public, to be posted on the authority's Internet Web site, on the plans for the development and implementation of the connection. By imposing new duties on local governmental entities, this bill would create a state-mandated local program. The California Constitution requires the state to reimburse local agencies and school districts for certain costs mandated by the state. Statutory provisions establish procedures for making that reimbursement. This bill would provide that, if the Commission on State Mandates determines that the bill contains costs mandated by the state, reimbursement for those costs shall be made pursuant to the statutory provisions noted above. Vote: majority. Appropriation: no. Fiscal committee: yes. State-mandated local program: yes.

The people of the State of California do enact as follows:

line 1 SECTION 1. The Legislature ®nds and declares all of the line 2 following: line 3 (a) Commute patterns throughout northern California, and in line 4 particular through the Altamont Pass Corridor, traverse the line 5 boundaries of traditional metropolitan planning agencies. The line 6 Altamont Pass Corridor, located in the center of the Northern line 7 California Megaregion, connects the San Joaquin Valley to the line 8 Tri-Valley and is a vital node in the megaregion's economic line 9 ecosystem as well as a key megaregion transportation route. line 10 Strategic and planned interregional mobility throughout the line 11 Altamont Pass Corridor is essential to sustained economic vitality line 12 in the megaregion.

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44 of 64 Ð 3 Ð AB 758

line 1 (b) The Interstate 580 freeway serves the Altamont Pass Corridor line 2 and ranks as one of the most congested freeways in the megaregion line 3 during peak hours due to a high volume of regional and line 4 interregional commuter, freight, and recreational traf®c. It is line 5 estimated that traf®c on portions of Interstate 580 in this corridor line 6 will increase by up to 60 percent between 2013 and 2040. line 7 (c) Connecting the Bay Area Rapid Transit District's rapid line 8 transit system and the Altamont Corridor Express, and providing line 9 expanded passenger rail connectivity between the San Joaquin line 10 Valley and the Bay Area, as recommended by the Metropolitan line 11 Transportation Commission's regional rail plan, would increase line 12 interregional mobility and provide much-needed highway capacity line 13 for expanded goods movement to the Bay Area's ®ve seaports and line 14 the inland Port of Stockton. It would also relieve pressure on line 15 Interstate 580 and other transportation systems, given the large line 16 exponential population growth in the San Joaquin Valley. line 17 (d) The Department of Finance projects that San Joaquin County, line 18 along with other counties in the San Joaquin Valley, will be among line 19 the fastest growing counties in the state. Between 1990 and 2013, line 20 the number of people commuting daily from the northern San line 21 Joaquin Valley to the Bay Area more than doubled, growing from line 22 32,000 to nearly 65,000 commuters. This trend is expected to line 23 continue with the San Joaquin Valley's rapid population growth line 24 combined with the increasing high housing costs and strong job line 25 growth in the Bay Area. line 26 (e) Because transportation is the major contributor to ozone line 27 precursors, increasing auto travel threatens improvement in air line 28 quality throughout the megaregion. Growing congestion will add line 29 to potential problems because of increased emissions of vehicles line 30 operating in stop-and-go traf®c. Shifting commuters and other line 31 travelers to rail transportation between the San Joaquin Valley and line 32 the Bay Area is highly desirable as a means to partially offset the line 33 effects on air quality produced by the growth in auto travel. line 34 SEC. 2. It is the intent of the Legislature to establish the line 35 Tri-Valley-San Joaquin Valley Regional Rail Authority to plan line 36 and help deliver a cost effective and responsive rail extension that line 37 connects cost-effective connection from the San Joaquin Valley to line 38 the Bay Area Rapid Transit District's rapid transit system and the line 39 Altamont Corridor Express in the Tri-Valley, to address regional line 40 economic and transportation challenges.

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line 1 SEC. 3. Chapter 8 (commencing with Section 132651) is added line 2 to Division 12.7 of the Public Utilities Code, to read: line 3 line 4 Chapter 8. Tri-Valley-San Joaquin Valley Regional Rail line 5 Authority line 6 line 7 132651. As used in this chapter, the following terms have the line 8 following meanings: line 9 (a) ªAuthorityº means the Tri-Valley-San Joaquin Valley line 10 Regional Rail Authority created under this chapter. line 11 (b) ªBay Area Rapid Transitº means the Bay Area Rapid Transit line 12 District's rapid transit system. line 13 (c) ªBoardº means the governing board of the authority. line 14 (d) ªConnectionº means an interregional rail a connection line 15 between Bay Area Rapid Transit and the Altamont Corridor line 16 Express in the Tri-Valley. line 17 (e) ªPhase 1 Projectº means the ®rst phase of the connection, line 18 which will extend Bay Area Rapid Transit along Interstate 580 to line 19 a new station in the vicinity of the Isabel Avenue interchange in line 20 the City of Livermore. line 21 132652. The authority is hereby established for purposes of line 22 planning and delivering developing a cost-effective and responsive line 23 connection that meets the goals and objectives of the community. line 24 132653. On or before July 1, 2018, the board shall publish a line 25 management, ®nance, and implementation plan relating to the line 26 connection. line 27 132655. The governing board of the authority shall be line 28 composed of one representative from each of the following entities line 29 to be appointed by the governing board, mayor, or supervisor of line 30 each entity: line 31 (a) The Altamont Corridor Express. line 32 (b) The Bay Area Rapid Transit District. line 33 (c) The City of Dublin. line 34 (d) The City of Lathrop. line 35 (e) The City of Livermore. line 36 (f) The City of Pleasanton. line 37 (g) The City of Stockton. line 38 (h) The City of Tracy. line 39 (i) The County of Alameda. line 40 (j) The County of San Joaquin.

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line 1 (k) The East Bay Leadership Council. line 2 (l) Innovation Tri-Valley. line 3 (m) The Livermore Amador Valley Transit Authority. line 4 (n) San Joaquin Partnership. line 5 132660. (a) The board may appoint an executive director to line 6 serve at the pleasure of the board. line 7 (b) The executive director is exempt from all civil service laws line 8 and shall be paid a salary established by the board. line 9 (c) The executive director may appoint staff or retain consultants line 10 as necessary to carry out the duties of the authority. line 11 (d) All contracts approved and awarded by the executive director line 12 shall be awarded in accordance with state and federal laws relating line 13 to procurement. Awards shall be based on price or competitive line 14 negotiation, or on both of those things. line 15 132665. line 16 132657. The Livermore Amador Valley Transit Authority shall line 17 may enter into a memorandum of understanding with the San line 18 Joaquin Regional Rail Commission to comanage the rail-speci®c line 19 elements necessary to for necessary support of the authority. For line 20 an initial one-year period, the Livermore Amador Valley Transit line 21 Authority's administrative staff shall, if that authority has appointed line 22 a member to the board in accordance with Section 132655, provide line 23 all necessary administrative support to the board to perform its line 24 duties and responsibilities and may perform for the board any and line 25 all activities that they are authorized to perform for the Livermore line 26 Amador Valley Transit Authority. At the conclusion of the initial line 27 period, the board may, through procedures that it determines, select line 28 the Livermore Amador Valley Transit Authority, San Joaquin line 29 Regional Rail Commission, or another existing public rail transit line 30 agency for one three-year term immediately following the initial line 31 period, and thereafter for ®ve-year terms, to provide all necessary line 32 administrative support staff to the board to perform its duties and line 33 responsibilities. line 34 132670. The Bay Area Rapid Transit District shall identify line 35 and expeditiously enter into an agreement with the authority to line 36 hold in trust for the authority all real and personal property and line 37 any other assets accumulated in the planning, environmental line 38 review, design, right-of-way acquisition, permitting, and line 39 construction of the connection, including, but not limited to, line 40 rights-of-way, documents, interim work products, studies,

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line 1 third-party agreements, contracts, and design documents, as line 2 necessary for completion of the connection. line 3 132675. All unencumbered moneys dedicated for the line 4 completion of the Phase 1 Project or the connection shall be line 5 transferred to the authority for the completion of the connection. line 6 132680. The authority shall not be responsible for any core line 7 system upgrades that preexist its establishment. This includes both line 8 existing core system de®ciencies necessary to support planned line 9 service frequency upgrades and any core system upgrades needed line 10 to support prior system expansions, including, but not limited to, line 11 the Silicon Valley rapid transit corridor. line 12 132685. Upon the completion of the connection or any phase line 13 of the connection, the Bay Area Rapid Transit District shall assume line 14 ownership of all physical improvements constructed for that phase line 15 or the connection, and shall assume operational control, line 16 maintenance responsibilities, and related ®nancial obligations of line 17 the phase or connection. line 18 132690. (a) The authority has all of the powers necessary for line 19 planning, acquiring, leasing, developing, jointly developing, line 20 owning, controlling, using, jointly using, disposing of, designing, line 21 procuring, and building the Phase 1 Project and connection, line 22 including, but not limited to, all of the following: line 23 (1) Acceptance of grants, fees, allocations, and transfers of line 24 moneys from federal, state, and local agencies, including, but not line 25 limited to, moneys from local measures, as well as private entities. line 26 (2) Acquiring, through purchase or through eminent domain line 27 proceedings, any property necessary for, incidental to, or line 28 convenient for, the exercise of the powers of the authority. line 29 (3) Incurring indebtedness, secured by pledges of revenue line 30 available for the Phase 1 Project or connection completion. line 31 (4) Contracting with public and private entities for the planning, line 32 design, and construction of the connection. These contracts may line 33 be assigned separately or may be combined to include any or all line 34 tasks necessary for completion of the Phase 1 Project or connection. line 35 (5) Entering into cooperative or joint development agreements line 36 with local governments or private entities. These agreements may line 37 be entered into for purposes of sharing costs, selling or leasing line 38 land, air, or development rights, providing for the transferring of line 39 passengers, making pooling arrangements, or for any other purpose line 40 that is necessary for, incidental to, or convenient for the full

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line 1 exercise of the powers granted to the authority. For purposes of line 2 this paragraph, ªjoint developmentº includes, but is not limited to, line 3 an agreement with any person, ®rm, corporation, association, or line 4 organization for the operation of facilities or development of line 5 projects adjacent to, or physically or functionally related to, the line 6 Phase 1 Project or connection. line 7 (6) Relocation of utilities, as necessary for completion of the line 8 connection. line 9 (7) Conducting all necessary environmental reviews, including, line 10 but not limited to, completing environmental impact reports. line 11 (b) The duties of the authority include, but are not limited to, line 12 both of the following: line 13 (1) Conducting the ®nancial studies and the planning and line 14 engineering necessary for completion of the Phase 1 Project and line 15 connection. Although this duty rests solely on the authority, the line 16 authority may exercise any of the powers described in subdivision line 17 (a) to ful®ll this duty. line 18 (2) Adoption of an administrative code, not later than July 1, line 19 2018, for administration of the authority in accordance with any line 20 applicable laws, including, but not limited to, the Ralph M. Brown line 21 Act (Chapter 9 (commencing with Section 54950) of Part 1 of line 22 Division 2 of Title 5 of the Government Code), the provisions of line 23 this chapter, laws generally applicable to local agency procurement line 24 and contracts, laws relating to contracting goals for small line 25 disadvantaged business enterprise and disabled veteran business line 26 enterprise participation, and the Political Reform Act of 1974 (Title line 27 9 (commencing with Section 81000) of the Government Code). line 28 132694. The authority shall enter into a memorandum of line 29 understanding with the Bay Area Rapid Transit District that shall line 30 address the ability of the Bay Area Rapid Transit District to review line 31 any signi®cant changes in the scope of the design or construction, line 32 or both design and construction, of the Phase 1 Project and line 33 connection. line 34 132695. The Department of Transportation shall expedite line 35 reviews and requests related to the Phase 1 Project or connection line 36 and shall provide responses within 60 days. line 37 132697. line 38 132658. On or before July 1, 2018, and annually thereafter, line 39 the authority shall provide a project update feasibility report to the line 40 public, to be posted on the authority's Internet Web site, on the

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line 1 plans for the development and implementation of the Phase 1 line 2 Project and connection. The report, at a minimum, shall include a line 3 project summary, as well as details by phase, with all information line 4 necessary to clearly describe the status of the phase, including, but line 5 not limited to, all of the following: options with details, including line 6 the proposed scope, schedule, and cost of the connection. line 7 (a) A summary describing the overall progress of the phase. line 8 (b) The baseline budget for all phase costs, by segment or line 9 contract. line 10 (c) The current and projected budget, by segment or contract, line 11 for all phase costs. line 12 (d) Expenditures to date, by segment or contract, for all phase line 13 costs. line 14 (e) A summary of milestones achieved during the prior year line 15 and milestones expected to be reached in the coming year. line 16 (f) Any issues identi®ed during the prior year and actions taken line 17 to address those issues. line 18 (g) A thorough discussion of risks to the project and steps taken line 19 to mitigate those risks. line 20 132699. line 21 132659. The authority shall be dissolved upon both the line 22 completion of the connection and the assumption by Bay Area line 23 Rapid Transit District of operational control of the connection as line 24 provided in Section 132685. connection. line 25 SEC. 4. If the Commission on State Mandates determines that line 26 this act contains costs mandated by the state, reimbursement to line 27 local agencies and school districts for those costs shall be made line 28 pursuant to Part 7 (commencing with Section 17500) of Division line 29 4 of Title 2 of the Government Code.

O

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50 of 64 SAN JOAQUIN REGIONAL RAIL COMMISSION Meeting of May 5, 2017

STAFF REPORT

Item 6 INFORMATION/ACTION Conceptual Capital and Operating Budgets for Fiscal Year 2017/2018

Background:

The conceptual fiscal year 2017/2018 Capital Budget attached identifies projects in which funding has been secured or are required as part of the trackage rights agreement with the Union Pacific Railroad for the ACE Service and the SJCOG loan consolidation, and the Projects associated with the San Joaquin Joint Powers Authority.

The Conceptual Operating Budget is broken into two components:

San Joaquin Regional Rail Commission & Altamont Corridor Express Activities

San Joaquin Joint Powers Authority Activities

The SJRRC/ACE fiscal year 2017/2018 conceptual budget is 4% higher than the approved 2016/2017 fiscal year budget. The major increases are in six areas in the Project Management Services and Supplies and Contracted Service sections of the Budget:

Staffing - Increase in Staffing to support the Extension to Modesto and Merced because of the passage of SB132- 13%

Professional Services General – Increase due to the addition of a cloud based dropbox for large file transfer and County of San Joaquin Fees - 9%

Professional Services Legal Notices – Increase is due to costs associated with the advertising of Projects - 20%

Railroad Maintenance, Oversight and Dispatching – Increase due to the annual increase in the Per-mile train fee to UPRR and Caltrain – 9%

Professional Services Operations – Increase is due to the completion of the ACE Short Range Transit Plan and Transit Asset Management Plans – 47%

Communications Operations – Increase is due to increase in operational staff communication expenses – 23%

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The SJJPA fiscal year 2017/2018 conceptual Project Management Services and Supplies Budget is 11% higher than the approved 2016/2017 fiscal year budget. However, because of the cost of the San Joaquin Rail Operations the overall impact of the increases is less than 1%.

There are three areas in the Project Management Services and Supplies and Contracted Services Budgets that account for the changes:

Salaries/Benefits/Contract Help - Increase is due to additional support for the start of the Morning Express Service between Fresno and Sacramento - 10%

Professional Services Legislative – Increase is due to change in legislative focus - 100%

Professional Services Operations – Increase is due to additional consultant support for the start of the Morning Express Service between Fresno and Sacramento - 60%

The SJJPA Budget is fully paid for by the State of California. No costs for the SJJPA are attributable to the SJRRC or ACE.

52 of 64 Fiscal Year 2017/2018 Conceptual Capital Budget

CalOES State State State Cap FTA FTA FTA State Prop Prop 1B Bond Prop 1B Inter-City and Section 5307 Section 5309 Section 5337 1B PTIMESA TSSSDRA ACTC Rebate Security Capital Capital Projects Funding Total Measure K CMAQ SJVAPCD BAAQMD Trade PROP 1A Funds Funds Funds Funds Funds Measure B Funds Funds CSHRA Funds SJCOG Consolidated Loan $ 1,118,012 223,602 894,410

A1 & A2 Bond Repayments 3,035,912 2,145,940 889,972

UPRR Capital Access Fee 3,242,516 648,503 487,932 2,106,081

UPRR Capitalized Maintenance Projects 4,000,000 111,081 1,755,917 133,002 2,000,000

Platform Extension Projects 3,000,000 3,000,000

ACEforward 10,000,000 10,000,000

Cabral Station Boiler 75,000 75,000

Locomotives (2) 10,000,000 2,500,000 5,000,000 2,500,000

Cabral Station Track Extension 5,000,000 2,500,000 714,980 1,785,020

E-Ticketing 844,623 631,842 212,781

Positive Train Control 3,726,880 71,600 2,627,810 932,194 95,276

Preventative Maintenance 1,125,000 225,000 405,136 494,864

RMF - Wayside Power 200,000 200,000

SJJPA - Temporary Layover Facility Fresno 1,550,000 1,550,000

SJJPA - Minor Capital Projects 1,600,000 600,000 1,000,000

$ 48,517,943 1,172,106 111,081 2,500,000 5,000,000 5,700,000 2,500,000 3,435,565 1,785,020 8,402,107 1,564,036 212,781 2,000,000 889,972 695,276 10,000,000 2,550,000

53 of 64 Fiscal Year 2017/18 SJRRC ACE Conceptual Operating Budget % Change from Prior Year

PRIOR YEAR 2017/2018 SJRRC/ACE 2017/2018 2017/2018 ACE COMBINED % CHANGE COMBINED SJRRC SERVICE SJRRC ACE FROM PY TO OPERATING OPERATING OPERATING OPERATING CY BUDGET BUDGET BUDGET BUDGETS

Project Management Services and Supplies Salaries/Benefits/Contract Help 4,060,026 430,142 4,141,927 4,572,069 13% Office Expenses/Postage 70,850 32,565 38,285 70,850 0% Subscriptions/Periodicals/Memberships 15,150 6,325 9,425 15,750 4% Office Equipment Leases / Supplies / Maintenance / Furniture 87,278 31,808 55,470 87,278 0% Computer Systems 52,150 16,915 35,235 52,150 0% Communications 109,515 29,515 79,350 108,865 -1% Motor Pool 76,270 19,660 56,610 76,270 0% Transportation/Travel 32,750 6,200 26,550 32,750 0% Training 20,400 6,315 14,085 20,400 0% Training (Security Grant Funded) 30,000 - - - -100% Audits/Regulatory Reporting 83,000 3,900 79,100 83,000 0% Professional Services Legislative 100,000 - 50,000 50,000 -50% Professional Services Legal 90,000 40,000 50,000 90,000 0% Professional Services General 188,190 45,847 160,138 205,985 9% Publications/Legal Notices 20,000 9,750 14,250 24,000 20% Taxes/Assessments 23,025 23,025 - 23,025 0% Project Management, Services & Supplies Subtotal 5,058,604 701,967 4,810,425 5,512,392 9% Contracted Services Maintenance of San Joaquin County Facilities 76,500 79,270 - 79,270 4% Maintenance & Improvements System Wide ACE Stations 51,900 - 51,900 51,900 0% Maintenance of Headquarters Structures/Grounds 223,980 68,729 155,251 223,980 0% ACE Operations & Maintenance 5,748,550 - 5,897,892 5,897,892 3% Consumables/Repair Parts 1,000,000 - 1,000,000 1,000,000 0% Operating Leases 101,700 30,385 72,200 102,585 1% Fuel 1,579,217 - 1,579,217 1,579,217 0% Railroad Maintenance, Oversight/Dispatching 1,735,000 - 1,890,000 1,890,000 9% Insurance 2,589,416 151,417 2,437,999 2,589,416 0% Insurance Management Fees 175,000 31,500 143,500 175,000 0% Security Services/Safety Programs 362,385 42,785 319,600 362,385 0% FRA/FTA Drug Testing Program 6,200 - 7,100 7,100 15% Community Engagement & Marketing 365,472 25,000 307,250 332,250 -9% Special Trains 317,970 - 327,970 327,970 3% Passenger Services 14,500 - 14,500 14,500 0% Ticketing Services 472,950 - 485,120 485,120 3% Professional Services Operations 337,025 41,725 452,022 493,747 47% Communications Operations 137,226 - 203,811 203,811 49% Communications WiFi 129,856 - 129,856 129,856 0% Emergency Ride Home/Emergency Bus Bridges 37,500 - 37,500 37,500 0% Rail Maintenance Facility 900,414 - 925,414 925,414 3% San Joaquin Intercity Rail Operations - 0% Contracted Services - Sub-Total 16,362,761 470,811 16,438,102 16,908,913 3% Shuttle Services 1,262,232 - $1,280,138 1,280,138 1% Total Operating Expenses 22,683,597 1,172,778 22,528,665 23,701,443 4%

54 of 64 Fiscal Year 2017/18 SJJPA Conceptual Operating Budget % Change from Prior Year

PRIOR YEAR 2017/2018 % CHANGE SJJPA SJJPA FROM PY TO OPERATING OPERATING CY BUDGET BUDGET

Project Management Services and Supplies Salaries/Benefits/Contract Help 1,513,160 1,670,414 10% Office Expenses/Postage - - 0% Subscriptions/Periodicals/Memberships - - 0% Office Equipment Leases / Supplies / Maintenance / Furniture - - 0% Computer Systems - - 0% Communications - - 0% Motor Pool 12,000 12,000 0% Transportation/Travel 30,000 30,000 0% Training - - 0% Training (Security Grant Funded) - - 0% Audits/Regulatory Reporting 20,000 20,000 0% Professional Services Legislative - 50,000 100% Professional Services Legal 50,000 50,000 0% Professional Services General 20,000 - -100% Publications/Legal Notices 5,000 - -100% Taxes/Assessments - - 0% Project Management, Services & Supplies Subtotal 1,650,160 1,832,414 11% Contracted Services Maintenance of San Joaquin County Facilities - - 0% Maintenance & Improvements System Wide ACE Stations - - 0% Maintenance of Headquarters Structures/Grounds - - 0% ACE Operations & Maintenance - - 0% Consumables/Repair Parts - - 0% Operating Leases - - 0% Fuel - - 0% Railroad Maintenance, Oversight/Dispatching - - 0% Insurance 20,000 15,000 -25% Insurance Management Fees 5,000 1,000 -80% Security Services/Safety Programs 20,000 - -100% FRA/FTA Drug Testing Program - - 0% Community Engagement & Marketing 1,000,000 1,000,000 0% Special Trains - - 0% Passenger Services - - 0% Ticketing Services - 0% Professional Services Operations 25,000 40,000 60% Communications Operations 10,000 5,000 -50% Communications WiFi - - 0% Emergency Ride Home/Emergency Bus Bridges - - 0% Rail Maintenance Facility - - 0% San Joaquin Intercity Rail Operations 46,000,000 46,000,000 0% Contracted Services - Sub-Total 47,080,000 47,061,000 0%

Shuttle Services $0 $0 55 of 64 0% Total Operating Expenses 48,730,160 48,893,414 0% SAN JOAQUIN REGIONAL RAIL COMMISSION Meeting of May 5, 2017

STAFF REPORT

Item 7 INFORMATION/ACTION Report on the Full Scale Exercise (Drill) that was Conducted on March 15, 2017 at the Rail Maintenance Facility in Stockton, CA

Background:

In December 2016, the San Joaquin Regional Rail Commission/San Joaquin Joint Powers Authority was contacted by the California National Guard 95th Civil Support Team (CST) to conduct a Full-Scale-Exercise (FSE) to test their haz-mat response to a deliberately placed explosive device on a rail car. The Agency offered the use of the ACE Rail Maintenance Facility and worked with CST to stage this event.

The purpose of the Exercise was to test and evaluate the plans, procedures, equipment, and interagency operational coordination and communication. Nearly one hundred Federal, State, and Local responders and agencies participated in the event, including: • Federal Bureau of Investigation Sacramento & San Francisco offices • San Joaquin County Sheriff’s Office • Stockton Police bomb entry team • Stockton Fire Haz-Mat response team • Department of Homeland Security Federal Air Marshals • Amtrak Police & Emergency Management

Multiple agencies also observed the event, including: • San Joaquin Regional Transit District • Transportation Security Administration - Surface Transportation Security • CA Public Utilities Commission – Security & Haz-Mat Branch

This exercise satisfied the requirements of the Federal Railroad Administration for passenger railroads to conduct a FSE at least once every two years.

A preliminary evaluation immediately following the event was extremely positive of the Agency’s ability to report, respond, and recover from an event of this type. A Final After Action Report (AAR) will be produced after evaluation of the comments and recommendations received from participants. Recommendations are typically incorporated into future exercises to ensure they have been addressed and the cycle of exercises and improvement planning continues.

56 of 64 San Joaquin Regional Rail Commission (SJRRC) ACE Emergency Response Drill

MARCH 15, 2017 EMERGENCY RESPONSE DRILL 03/15/17

Special points of interest:

Training Staff and Safety ACE’s during 7 hour drill...  2 concurrent exercises.  Valuable lessons learned.

 Partnerships built.

 First Responders now ready to respond with con- fidence based on knowledge gained. On March 15, 2017, ACE Rail, Stockton, California, hosted  First Responders numerous first New training venue identi- discussing responders for a fied. onboard situa- disaster drill. At- tion. tendees included the 95th Civil Sup- port Team (CST) of the CA National Guard, FBI Weapons of Mass Destruction Coordinators from the Sacramento and San Francisco field offices, Stockton Po- lice and Fire, the Transportation Security Administration (TSA) Oakland Office, the Department of Homeland Security Feder- Operations Monitoring Center (OMC), al Air Marshal Service (FAM) San Francis- and Customer Service (CS). The drill took co Office, the San Joaquin County Bomb several months to plan and coordinate and Squad, and the San Joaquin Joint Powers was attended by nearly 100 participants. Authority (SJJPA). The drill occurred at the Rail Maintenance Facility, the ACE

Inside this issue: Several Agencies Accept the ACE Rail Invitation

Lengthy planning allowed 2 for successful coordination Training Overview of several Federal, State, and Local Agencies. For Training Details 2 nearly all of the partici- pants, this was the first Accomplishments 2 training opportunity with ACE and for all, the first time training at the RMF. Lessons Learned 3 This was also the first drill for ACE that was coordi- Next Steps 3 nated with the Amtrak San Joaquin’s and conducted during a regular service day Final Thoughts 3 which allowed for more involvement of the ACE Additional Photos 4-5 OMC and CS departments.

57 of 64 ACE EMERGENCY RESPONSE DRILL Page 2

Training Overview

In mid-December 2016, First On Compliance contacted ACE on behalf of the CST requesting we participate in a full scale drill. Full scale drills are the most complex and challenging in a series and include multiple agencies/responders and staff “boots on the ground” and a full con- tingent of emergency equipment and vehicles. They are the lengthiest as well and can range from hours to days to complete. Role-players and other elements are added to the drill for realism and maximum training benefits. Elements can include replica bombs, simulated injuries, altered environments such as a smoke filled train car, overturned vehicles, realistic weapons, realistic phone calls to agency employees simulating media, passen- gers, or possible suspects and other similar situations. In addition to the full scale drill that took place at the RMF, we conducted a separate, less complex drill, but equally challenging one, to evaluate the OMC and CS. This was considered a Table Top Exercise (TTX). Full scale drills allow for hands on response and evaluation of procedures and equipment, whereas a “I work with many TTX is ideal for evaluating plans and procedures under high stress. agencies For this event, role-play drove dynamic action and facilitated situational decision -making in activation and deployment of critical response capabilities. throughout the

state and look Training Details

forward to The 7 hour drill allowed for ACE and all first responders to test and evaluate plans, procedures, tactics, and equipment. planning future Some core capabilities of this drill included operational coordination, incident management, operational training with you” communications, deployment/redeployment, hazard assessment, interagency coordination, establishing communications, recognition and mitigation of explosive hazards, establish, isolate, and subdue hostile threats, establish medical support, casualty management and coordination, maintaining an Operations Bryan Gouge, Cal Monitoring Center, public affairs coordination/media monitoring, and many others. Fire Arson & Bomb In addition to the participants noted previously, special guests from the California Public Utilities Com- mission Southern California office, Caltrain, San Joaquin Joint Powers Authority, Capitol Corridor, San Investigator, Joaquin RTD, and Amtrak Police observed and gained new insight and knowledge from the drill.. Sacramento

What was Accomplished Several mutual goals were accomplished with this training. Numerous first responders with little to no experience working with railroad equipment now have extensive training and a new level of operational awareness they’ll bring to an incident scene. The equipment and rail operations won’t be an “unknown” to them. A friendship was forged with leadership from several Federal, State, and Local Agencies. The RMF was offered as a possible future site to conduct mutually beneficial drills and training for respond- ers and partner transit agencies from around the region. Most importantly, we reached nearly 100 response personnel. We also took advantage of everyone being in the same place at the same time to share the critically important Operation Lifesaver message. The Emergency Notification Sign (ENS) was specifically addressed. By doing this, we were able to eliminate some of the unknowns for them which they face daily. By accomplishing this, word will circulate widely and future training of new responders will be planned and delivered.

58 of 64 Page 3 EMERGENCY RESPONSE DRILL 03/15/17

Lessons Learned Several lessons were learned not only by the participants, but by ACE. “I look forward to Knowing that events, such as what was simulated, are not going to last several hours, but several days. An event such as this that takes place in a transit hub will working on a drill generate a multiagency response from all levels and affect many modes of transpor- tation not only locally, but, will likely affect the security posture across the region applicable to bus- and possibly on a national level. es to ensure our Participants learned that even when an event seems to be concluding, other disrup- tive events can come up that create many challenges. Participants need to under- “First responders preparedness” learned the equip- stand where they have back up resources to support fatigued staff in order to effec- ment is similar to tively manage the event. an aircraft and Nancy Antonio, has multiple are- Communication is always a challenge in emergency situations. Opportunities were as to conceal RTD Safety and identified and considered for future events. dangerous items” Risk Specialist Additionally, opportunities to provide equipment descriptions were identified and will be included in fu- ture planning to assist first responders on the equipment layout.

Next Steps Areas for improvement are identified in all drills. Improvement planning is the process by which the ob- servations recorded in the after action reports are resolved through development of concrete corrective “We look forward actions, which are prioritized and tracked as a part of a continuous corrective action program. to future An After-Action Meeting (AAM) is a meeting held among decision makers from the exercising organiza- tions, as well as the Lead Evaluator and members of the Exercise Planning Team, to debrief the exercise operations to and to review and refine the draft AAR and Improvement Plan (IP). The AAM is interactive session, providing attendees the opportunity to discuss and validate the observations and corrective actions in the bolster transit draft AAR/IP. security for ACE The IP identifies specific corrective actions, assigns them to responsible parties, and establishes target dates for their completion. It is created by officials from the organizations participating in the drill, and and Amtrak” discussed and validated during the AAM. Recommendations are typically incorporated into future drills to ensure they have been addressed and the cycle of drills and improvement planning continues. Federal Air Final Thoughts Marshal Service VIPR Team Safety and security of passengers is ACE’s number one concern! We strive to lead commuter rail in forg- ing long-lasting relationships with our first responders and stakeholders by training and exercising with them and familiarizing all with railroad operations. Through these cooperative efforts, we’ll be prepared to work safely in real world railroad emergencies. We work diligently to create fun, hands-on, interesting and challenging training that eliminates a lot of the unknowns. We need to continue practicing with all of our partners to become more and more proficient so we’re all able to function safely and efficiently during a real word event.

HTSI Supervisor, John Sanchez, discussing event details with the Civil Support Team.

59 of 64 San Joaquin Regional Rail Commission (ACE)

Steve Walker ACE Customer Relations, Safety & In 1989, passenger rail service across the Altamont was considered only a pipe dream that might be worth Security Supervisor discussing in twenty years. However, that same year, the San Joaquin Council of Governments, the Stock- 949 E. Channel St. Stockton, CA 95202 ton Chamber of Commerce and the Building Industry Association of the Delta began the development of a 20-year transportation plan for a future sales tax vote in San Joaquin County. Measure K, the half-cent Phone: 209-649-0694 sales tax for transportation was strongly supported by voters in 1990, and the number one project identi- Fax: 209-944-6248 E-mail: [email protected] fied for funding was Altamont passenger rail service. In 1995, the seven cities and the county of San Joaquin formed a joint powers agreement that created the San Joaquin Regional Rail Commission to im- plement the rail plan, and to explore agreements with the counties of Santa Clara and Alameda. This cre- ated a five-member board of directors appointed by the San Joaquin Council of Governments. To date, through Measure K, the taxpayers of San Joaquin County have contributed over $50 million in funding for this nationally acclaimed commuter rail service.

WWW.ACERAIL.COM

Additional Photos

60 of 64 San Joaquin Regional Rail Commission (ACE)

Steve Walker ACE Customer Relations, Safety & Additional Photos Cont. Security Supervisor 949 E. Channel St. Stockton, CA 95202 Phone: 209-649-0694 Fax: 209-944-6248 E-mail: [email protected]

WWW.ACERAIL.COM

61 of 64 SAN JOAQUIN REGIONAL RAIL COMMISSION Meeting of May 5, 2017

STAFF REPORT

Item 8 INFORMATION/ACTION Update on San Joaquin One Voice Trip

Staff will provide a presentation on the San Joaquin One Voice Trip to Washington D.C.

62 of 64 SAN JOAQUIN REGIONAL RAIL COMMISSION Meeting of May 5, 2017

STAFF REPORT

Item 9 INFORMATION/ACTION Update on Marketing and Outreach Efforts

Background:

In 2012, the San Joaquin Regional Rail Commission was approached about putting together a commercial as part of a college project. The end result was a professionally created commercial highlighting the benefits of the ACE service.

However, the commercial was never used for any promotional purposes. In looking for ways to promote ACE, the CEM department, working with Comcast, started to put the commercial into use.

The initial campaign will focus on three main areas at the start of the ACE corridor: Stockton, Lathrop/Manteca, and Tracy. It includes regular commercials on the Comcast cable network. With the diversity of options for consumers to watch their programming, the CEM department also worked in the commercial to run on streaming platforms, including Hulu and Comcast online.

The campaign launched in February, which unfortunately coincided with our weather related service disruptions. We are working to compare ridership numbers from past years to this year, and station boardings in each market with the start of the commercial run. This campaign is set to run through the rest of the fiscal year.

Another project SJRRC staff have been working on is the possibility of a partnership for ACE riders to receive discounted admission to Great America this summer.

Great America has been a very accommodating partner, and has worked with SJRRC staff on various offers including ticket discounts, food discounts, and merchandise as an offer for riders.

Many different scenarios were explored, including the possibility of a special weekend train. However, time to promote the event and coordination on track rights with Union Pacific, as well as the additional cost of special service proved to be a difficult task to overcome.

With extended summer hours, staff are now working on a proposed plan with Great America for discount admission to the park during the work week. The early outline of the partnership may involve Great America offering a discount admission to ACE riders when they show their ticket. SJRRC staff would then promote the discount, and two specific trains, ACE 07 in the morning, and ACE 10 in the evening, as the trains to ride, as these trains may have lower ridership than earlier trains.

63 of 64 This model offers several benefits. Great America has extended hours during the summer, and ACE 07 and 10 may have space to accommodate additional ridership. This would also not require the expense of service outside of normal operating hours or adding additional equipment.

There are several logistical issues to work out, and SJRRC staff will continue to explore a partnership with Great America, as well as the logistics with the SJRRC team in making this promotion successful.

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