BOARD OF DIRECTORS 2018

JEFF GEE, CHAIR KEN YEAGER, VICE CHAIR CHERYL BRINKMAN JEANNIE BRUINS DEVORA “DEV” DAVIS GILLIAN GILLETT DAVE PINE CHARLES STONE MONIQUE ZMUDA

AGENDA JIM HARTNETT EXECUTIVE DIRECTOR PENINSULA CORRIDOR JOINT POWERS BOARD Bacciocco Auditorium, 2nd Floor 1250 San Carlos Avenue, San Carlos CA 94070

January 4, 2018 – Thursday 10:00 a.m.

1. Call to Order / Pledge of Allegiance 2. Roll Call 3. Report from Nominating Committee a. Election of 2018 Officers 4. Public Comment Public comment by each individual speaker shall be limited to two minutes 5. Consent Calendar Members of the Board may request that an item under the Consent Calendar be considered separately a. Approval of Minutes of Special Meeting of December 7, 2017 b. Approval of Minutes of December 7, 2017 c. Acceptance of Statement of Revenues and Expenditures for November 2017 d. Receive Key Performance Statistics – November 2017 e. Adopt 2018 Legislative Program f. Receive State and Federal Legislative Update

6. Chairperson’s Report a. Resolution of Appreciation to Rose Guilbault b. Resolution of Appreciation to Ken Yeager 7. Report of the Citizens Advisory Committee

8. Report of the Executive Director a. Peninsula Corridor Electrification Project Monthly Report 9. Receive Comprehensive Annual Financial Report

10. Award of Contract to Granite Rock Company for the Grade Crossing Improvement Project in the Total Amount of $1,635,795 11. Award of Contract to J. Powers Recruiting, Inc. of Sacramento, California to Provide Technical Recruiting Services for a Not-To-Exceed Amount of $3.5 Million for a Five- Year Term 12. Adopt Ordinance No. 2 – Establishing Administrative Penalties, Fees, and Hearing Documents for Passengers Riding Caltrain Without Proper Fares and Proof of Payment

Note: All items appearing on the agenda are subject to action by the Board. Staff recommendations are subject to change by the Board.

Page 1 of 3 Peninsula Corridor Joint Powers Board January 4, 2018 Agenda

13. Caltrain Fare Study Update 14. Correspondence 15. Board Member Requests 16. General Counsel Report 17. Date/Time of Next Regular Meeting: Thursday, February 1, 2018 at 10:00 a.m. San Mateo County Transit District Administrative Building, Bacciocco Auditorium, 2nd Floor, 1250 San Carlos Avenue, San Carlos, CA 94070 18. Adjourn

Note: All items appearing on the agenda are subject to action by the Board. Staff recommendations are subject to change by the Board.

Page 2 of 3 Peninsula Corridor Joint Powers Board January 4, 2018 Agenda

INFORMATION FOR THE PUBLIC

All items appearing on the agenda are subject to action by the Board. Staff recommendations are subject to change by the Board. If you have questions on the agenda, please contact the JPB Secretary at 650.508.6242. Agendas are available on the Caltrain website at www.caltrain.com. Communications to the Board of Directors can be e-mailed to [email protected].

Location, Date and Time of Regular Meetings Regular meetings are held at the San Mateo County Transit District Administrative Building located at 1250 San Carlos Avenue, San Carlos, one block west of the San Carlos Caltrain Station on El Camino Real, accessible by SamTrans bus Routes ECR, FLX, 260, 295 and 398. Additional transit information can be obtained by calling 1.800.660.4287 or 511.

The JPB meets regularly on the first Thursday of the month at 10 a.m. The JPB Citizens Advisory Committee meets regularly on the third Wednesday of the month at 5:40 p.m. at the same location. Date, time and place may change as necessary.

Public Comment If you wish to address the Board, please fill out a speaker’s card located on the agenda table and hand it to the JPB Secretary. If you have anything that you wish distributed to the Board and included for the official record, please hand it to the JPB Secretary, who will distribute the information to the Board members and staff.

Members of the public may address the Board on non-agendized items under the Public Comment item on the agenda. Public testimony by each individual speaker shall be limited to two minutes and items raised that require a response will be deferred for staff reply.

Accessibility for Individuals with Disabilities Upon request, the JPB will provide for written agenda materials in appropriate alternative formats, or disability-related modification or accommodation, including auxiliary aids or services, to enable individuals with disabilities to participate in public meetings. Please send a written request, including your name, mailing address, phone number and brief description of the requested materials and a preferred alternative format or auxiliary aid or service at least two days before the meeting. Requests should be mailed to the JPB Secretary at Peninsula Corridor Joint Powers Board, 1250 San Carlos Avenue, San Carlos, CA 94070-1306; or emailed to [email protected]; or by phone at 650.508.6242, or TDD 650.508.6448.

Availability of Public Records All public records relating to an open session item on this agenda, which are not exempt from disclosure pursuant to the California Public Records Act, that are distributed to a majority of the legislative body will be available for public inspection at 1250 San Carlos Avenue, San Carlos, CA 94070-1306, at the same time that the public records are distributed or made available to the legislative body.

Note: All items appearing on the agenda are subject to action by the Board. Staff recommendations are subject to change by the Board.

Page 3 of 3 Peninsula Corridor Joint Powers Board (JPB) Board of Directors Meeting 1250 San Carlos Avenue, San Carlos CA 94070

SPECIAL MEETING MINUTES OF DECEMBER 7, 2017

MEMBERS PRESENT: J. Bruins, D. Davis, R. Guilbault, D. Pine, K. Yeager, M. Zmuda, J. Gee (Chair) MEMBERS ABSENT: C. Brinkman, G. Gillett

STAFF PRESENT: M. Bouchard, J. Cassman, J. Hartnett, M. Martinez, C. Mau, S. Murphy, M. Simon

Chair Gee called the meeting to order at 9:32 a.m.

Public Comment Roland Lebrun, San Jose, said that Parsons Transportation Group was awarded a contract with Metrolinx, he said that Parsons is a qualified company that can do the job.

Recessed to closed session at 9:35 a.m.

GENERAL COUNSEL REPORT a) Closed Session: Conference with Legal Counsel - Existing Litigation Pursuant to Government Code Section 54956.9(d)(1): Peninsula Corridor Joint Powers Board. v. Parsons Transportation Group et al; San Mateo County Superior Court Case No. Case No. 17CIV00888

b) Closed Session: Conference with Legal Counsel - Existing Litigation Pursuant to Government Code Section 54956.9(d)(1): Parsons Transportation Group v. Peninsula Corridor Joint Powers Board et al; San Mateo County Superior Court Case No. Case No. 17CIV00786

Reconvened to Open Session at 9:56 a.m.

Joan Cassman, Legal Counsel stated that the Board met in closed session and received a report on the litigation matters. No action was taken.

Adjourned at 9:56 a.m. Peninsula Corridor Joint Powers Board (JPB) Board of Directors Meeting 1250 San Carlos Avenue, San Carlos CA 94070

MINUTES OF DECEMBER 7, 2017

MEMBERS PRESENT: J. Bruins, D. Davis, J. Gee (Chair), R. Guilbault, D. Pine, K. Yeager, M. Zmuda

MEMBERS ABSENT: C. Brinkman, G. Gillett

STAFF PRESENT: M. Bouchard, J. Cassman, , A. Chan, C. Fromson C. Gumpal, D. Hansel, J. Hartnett, L. Larano, M. Martinez, C. Mau, S. Murphy, J. Navarro, E. Scanlon, M. Simon, P. Sebastian, J. Le, V. O’Brien

Chair Jeff Gee called the meeting to order at 10:03 a.m. and Rose Guilbault led the Pledge of Allegiance.

PUBLIC COMMENT Bert Hill, Bicycle Advisory Committee, San Francisco, provided a copy of their resolution adopted on October 23, 2017 that supports increased capacity in electrification trains and better car layout on the train. He said bicyclists need to be able to observe their bikes on the train and bicycle theft is a problem.

Jeff Carter, Millbrae, said that the construction structure in San Carlos are too close to the right of way and would like to assure that this would not cause any future constraint to adding passing tracks.

Cliff Barger, San Francisco, said that he researched and found there is more than one bike theft in 2016 that was reported by staff and the bike theft will get worse if there are no seats for bicyclist to watch their bikes.

Shirley Johnson, San Francisco, Bikes ONBoard, said she is alarmed that the new train layout on the electrified trains have no dedicated seats within view of bikes, this is an invitation for bicycle theft, the solution is distribute more bike space in more cars so seats can be within view of bikes.

Giuliano Carlini, Belmont, requested that his bicycle should be visible on these new proposed trains and not isolated in another car train.

Roland Lebrun, San Jose, said in the past he proposed a different configuration and now there are issues with seats, bathrooms, bikes and no one is considering alternatives. He reported an incident on Thanksgiving that signs did not indicate no train service and caused confusion for riders. He asked why staff is looking at configurations that have not been environmentally cleared.

Page 1 of 6 Joint Powers Board Meeting Minutes of December 7, 2017

Randy Hodnett, Atherton, said he objected the plan of using forty-six foot tall double track cantilever poles along tracks in Atherton instead of the thirty foot tall two outside poles. He said the forty-six foot tall poles would not come close to meeting the environmental requirement.

Nerissa Dexter, Atherton, submitted a list of sixty-five signatures from residents of Lloyden Park that are concerned about damage to their property and they object to the plan to install forty-six foot double-track cantilever poles in the neighborhood. She asked staff to deploy the thirty-foot poles and not the forty-six foot poles.

Jim Massey, Atherton, said the forty-six foot poles will impact the aesthetics and property value of the Atherton neighborhood. He requested that staff consider installing thirty-foot poles.

John Maulbetsgh, Atherton, requested action on the issue of installing large poles in Atherton. He said he was give information from staff that the decision of installing large poles was to preserve trees.

Drew, San Mateo, said he appreciates staff’s continued effort to support his issues on the New Hillsdale Station.

Greg Greenway, Redwood City, said Caltrain signed an agreement with Union Pacific to set a process in place for transitioning the freight operations from Union Pacific as the operator. He will send a letter to staff on questions that are still open.

Roland Lebrun, San Jose, said the Statement of Revenue and Expenses report reflects staff wages and benefits are out of control.

CONSENT CALENDAR a. Approval of Minutes of November 2, 2017 b. Acceptance of Statement of Revenues and Expenditures for October 2017 c. Receive Key Caltrain Performance Statistics – October 2017 d. Receive State and Federal Legislative Update e. Receive Capital Projects Quarterly Report – 1st Quarter Fiscal Year 2018 f. Receive 2017 Customer Satisfaction Survey Key Findings g. Award of Contract to Wells Fargo Insurance Services USA, Inc. (Wells Fargo), San Francisco, CA, or its Anticipated Successor Firm, USI Insurance Services for Insurance Brokerage Services for a Firm-Fixed Cost of $413,760 and for On-Call Insurance Brokerage Services for a Not-To-Exceed Amount of $125,000 for a Five-Year Term by Resolution No. 2017-62 h. Receive State Rail Assistance Program Funds As Set Forth in the Certification and Assurances and Applicable Statutes, Regulations and Guidelines by Resolution No. 2017-63 i. Receive State of Good Repair Program, as Set Forth in the Certification and Assurances and Applicable Statutes, Regulations and Guidelines by Resolution No. 2017-64

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Joint Powers Board Meeting Minutes of December 7, 2017

Motion/Second: Yeager/Davis Ayes: Bruins, Davis, Guilbault, Pine, Yeager, Zmuda, Gee Absent: Brinkman, Gillett

CHAIRPERSON’S REPORT Appointment of Nominating Committee for 2018 Officers Chair Jeff Gee, appointed Directors Dev Davis, Dave Pine and Monique Zmuda.

Considerations for a Potential Transactions and Use Tax Ballot Measure Joan Cassman, Legal Counsel, reported that Senate Bill (S.B.) 797 provides a new potential independent funding source for the JPB in the form of a regional 1/8 percent transactions and use tax across all three counties served by Caltrain, even if the new tax would exceed the 2 percent cap for sales taxes in any or all of the counties or the cities within the three counties and JPB can only impose the tax with the affirmative votes of a combined 2/3 of the voters in the three counties. Staff noted that before an election can be called, the following actions are required: o 2/3 vote of the JPB Board to call the election; o 2/3 vote of each of the Boards of Supervisors in San Francisco, San Mateo and Santa Clara Counties authorizing the election; and o simple majority (50 percent+1) votes of each of the Boards of Directors of the San Francisco Municipal Transportation Agency (SFMTA), Santa Clara Valley Transportation Authority (SCVTA) and San Mateo County Transit District (SMCTD) authorizing the election.

The timing of a potential JPB regional sales tax ballot measure, taking into account: o the time required to prepare a plan for how tax revenues would be used to support Caltrain; o other local funding measures that the Authorizing Agencies may be contemplating and the relative timing and prioritization of such measures vis a vis a JPB measure; o how much time is required to secure approval from the Authorizing Agencies, based on the legislative processes of each board, and o election schedules and political viability; and o Options and preferences for how the tax revenues raised through a potential measure should be used, such as whether the revenues from a potential measure would supplement or replace any or all of the JPB member agencies' contributions. o Direct staff to provide the support required for such meeting(s) and potential Ad-Hoc Committee. Public Comment Jeff Carter, Millbrae, said S.B. 797 should not replace the member agency contributions.

Roland Lebrun, San Jose, said he is going to Metropolitan Transportation Commission and inform them that S.B. 797 tax should be implemented across all nine Bay Area counties.

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Joint Powers Board Meeting Minutes of December 7, 2017

Chair Gee announced that Director Rose Guilbault has resigned from the JPB Board and the SamTrans Board elected Director Charles Stone.

CITIZENS ADVISORY COMMITTEE (CAC) REPORT Brian Shaw, Chair, CAC, said the committee approved the 2018 meeting calendar. They received a presentation on Customer Satisfaction Survey Key Findings. Concerns were reduction in satisfaction with ticket vending machine, better bathroom cleaning service. They also received a report on the Fare Enforcement Program. Concerns are not having the fines too low and escalating fines for repeating offenders.

REPORT OF THE EXECUTIVE DIRECTOR The written report is in the agenda packet.

Peninsula Corridor Electrification Project Quarterly Report Liria Larano provided a quarterly update on key highlights on the scope, project implementation and work segments. The Report includes two tables, the risk and mitigation monitoring and reporting log, as requested by the Board.

Derek Hansel, Chief Financial Officer, provided a verbal report on expenses and cash flow. He said staff continues to process reimbursement of funds to clear the backlog. The Board requested an accounting dashboard and a policy for cash on hand. Mr. Hansel will provide a report at February’s meeting.

Mr. Hartnett provided a report on the Dumbarton Corridor Plan that was adopted by the SamTrans Board. The Study recommends both operational and infrastructure improvements on Highway 84 and the Dumbarton Rail Bridge that will be phased over time. It also recommends short-, medium- and long-term transportation improvements that contribute to the ultimate vision for a multi-modal corridor. He said the potential bicycle/pedestrian multi-use path in the Dumbarton rail right-of-way from Redwood City to East Palo Alto, which was not previously recommended due to right-of-way constraints, will not be eliminated at this phase of the study. Additional planning and conceptual design work in the form of a Technical Refinement will explore creative solutions and answer key questions received throughout the stakeholder and public outreach process.

Resolution of Appreciation for Mark Simon Mr. Hartnett presented Mark Simon with a Resolution of Appreciation for his retirement.

Approved by Resolution No. 2017-60 Motion/Second: Guilbault/Yeager Ayes: Bruins, Davis, Guilbault, Pine, Yeager, Zmuda, Gee Absent: Brinkman, Gillett

Public Comment Shirley Johnson, San Francisco, Bikes ONboard San Francisco, said cameras will not work on trains, it allows you to watch someone steal your bike; running after them is not a

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Joint Powers Board Meeting Minutes of December 7, 2017

good idea. She suggested spreading bike spaces amongst other train cars so bikes are not stacked in front of emergency exit windows.

Roland Lebrun, San Jose, said funding for Dumbarton Rail was available eight years ago, but the issue was moving the tracks and connecting to . He suggested staff work hard and not have the same issue.

Adina Levine, Friends of Caltrain, said she remembers the Dumbarton Rail Bridge project back in 2006 but during that time the project did not have enough funding. She hopes that now the state and local support for the Dumbarton Corridor project will be successful.

CALTRAIN BUSINESS PLAN UPDATE AND SCOPE Sebastian Petty, Senior Policy Advisor, provided a report on the draft Business Strategy Principles and draft Caltrain Business Plan Scope of work that will help guide the further development of the Caltrain Business Plan. He said staff continued conversations with corridor stakeholders to raise awareness of the Business Plan effort. Notable outreach has included discussion with local, state and federal elected officials.

Public Comment Vaughn Wolfe, Pleasanton, commended staff on the report of the Business Plan.

Jeff Carter, Millbrae, advised staff to get away from the idea of commuter rail as it means infrequent service, too many conductors and high fares. Caltrain is more about transit service. Trains are crowded and someone needs to address the current service. Caltrain is a public service and not for a profit business.

Adina Levine, Friends of Caltrain, said her concern is the statement of strategy on the report. It seemed timid and generic. Staff should consider using better statements on direction and goals.

Roland Lebrun, San Jose, said there should have been a website or webcast for the public to see the stakeholder workshop meeting. He said you have to build the capacity to the train station design.

Andy Chow, Redwood City, said the report should include a broader scenario so the Board can provide better evaluation.

AUTHORIZATION TO RECEIVE FUNDING AND ACT AS PROJECT LEAD FOR THE REDWOOD CITY GRADE SEPARATION PROJECT AND AMEND THE FISCAL YEAR 2018 CAPITAL BUDGET FROM $70,473,295 TO $71,323,295 Motion/Second: Bruins, Davis Ayes: Bruins, Davis, Guilbault, Pine, Zmuda, Gee Absent: Brinkman, Gillett, Yeager

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Joint Powers Board Meeting Minutes of December 7, 2017

AWARD OF CONTRACT TO J. POWERS RECRUITING, INC. OF SACRAMENTO, CALIFORNIA TO PROVIDE TECHNICAL RECRUITING SERVICES FOR A NOT-TO-EXCEED AMOUNT OF $5.6 MILLION FOR A FIVE-YEAR TERM Veena Ramachandran, Domain Experts Corporation, Sunnyvale, said she sent a protest letter requesting the Board reject this award to a single party and ask staff to adhere to the spirit and letter of the Request for Proposal (RFP) and award to a pool of well scored vendors. She said she was told by staff that her presence is not required at the Board of Director’s meeting as the meeting is open to the public and unsure why she could not attend.

Joan Cassman, Legal Counsel, said that staff responded to the protest letter stating that in accordance with ground rules of the solicitation, the completed evaluation process for the subject services and determined only one firm, J. Powers Recruiting, Inc. was in competitive range. Therefore staff is recommending an award of contract for the services. She said the public has the opportunity to attend the meeting but not required or demanded to be present.

Public Comment Roland Lebrun, San Jose, said this issue should have been discussed at a committee level, settled and resolved before the Board meeting. He said the wages and benefits for consultants are out of control; they are not sustainable and have to stop. Juliet Nogales-Deguzman, Manager Employee Services, Human Resources, said there would be fifteen positions per year at an estimated $75k per position and per year at the five year contract. She also noted that the proposal to the contractor was a lesser amount than the published amount. The Board requested the item be brought back to the Board at their next meeting with the justification for the five year term and provide the lower proposed amount awarded to the firm.

DATE/TIME/PLACE OF NEXT REGULAR MEETING Thursday, January 4, 2018, 10:00 a.m. at San Mateo County Transit District Administrative Building, Bacciocco Auditorium, 2nd Floor, 1250 San Carlos Avenue, San Carlos, CA 94070.

Adjourned at 12:46 p.m.

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AGENDA ITEM #5 (c) JANUARY 4, 2018

PENINSULA CORRIDOR JOINT POWERS BOARD STAFF REPORT

TO: Joint Powers Board

THROUGH: Jim Hartnett Executive Director

FROM: Derek Hansel Chief Financial Officer

SUBJECT: STATEMENT OF REVENUES AND EXPENSES FOR THE PERIOD ENDING NOVEMBER 30, 2017

ACTION Staff Coordinating Council recommends the Board accept and enter into the record the Statement of Revenues and Expenses for the month of November 2017.

This staff report provides a brief discussion of significant items and trends on the attached Statement of Revenues and Expenses through November 30, 2017. The statement has been designed to follow the Agency wide line item rollup as included in the adopted budget. The columns have been designed to provide easy comparison of year to date prior to current actuals for the current fiscal year including dollar and percentage variances. In addition, the current forecast of Revenues and Expenses is compared to the Revised Budget for Fiscal Year (FY) 2018.

SIGNIFICANCE Annual Forecast: The Forecast reflects Use of Reserves (page 1, line 13) of $5.9 million compared to $8.5 million in the revised budget. This is an improvement of $2.5 million and is driven by year to date savings versus budget in several expense line items including Rail Operating Service (page 1, line 23), Fuel and Lubricants (page 1, line 29), Facilities and Equipment Maintenance (page 1, line 32), Utilities (page 1, line 33), Professional Services (page 1, line 42), and Other Office Expenses and Services (page 1, line 44).

Year to Date Revenues: As of November year-to-date actual, the Total revenues (page 1 of the Statement of Revenues and Expenses, line 17) are $2.2 million higher than the prior year. This is primarily driven by Farebox Revenue (page 1, line 1), Parking Revenue (page 1, line 2), Other Income (page 1, line 5) due to Union Pacific shared track and maintenance revenue, and Operating Grants (page 1, line 11).

Page 1 of 2 This is partially offset by Peninsula Corridor Joint Powers Board (JPB) Member agency contributions (page 1, line 12) that were reduced due to a decrease in the annual insurance premiums.

Year to Date Expenses: As of November year-to-date actual, the Total Expense (page 1, line 50) is $0.3 million lower than the prior year-to-date actual. This is primarily due to lower Transit America Services, Inc. (TASI) costs (page 1 line 23), and an Insurance adjustment (page 1 line 31), offset by Wages and Benefits (Page 1 line 39) due to inclusion of unfunded CalPERS and Other Post-Employment Benefits (OPEB) liability (this expense, which was incurred in July, will not recur throughout the year).

BUDGET IMPACT There are no budget amendments for the month of November 2017.

STRATEGIC INITIATIVE This item does not achieve a strategic initiative.

Prepared By: Maria Pascual, Accountant 650-508-6214 Dapri Hong, FP&A 650-622-8055 Ryan Hinchman, FP&A Manager 650-508-7733

Page 2 of 2 Statement of Revenue and Expense Page 1 of 1 PENINSULA CORRIDOR JOINT POWERS BOARD STATEMENT OF REVENUE AND EXPENSE Fiscal Year 2018 November 2017

% OF YEAR ELAPSED 41.7% YEAR TO DATE ANNUAL PRIOR CURRENT $ % APPROVED $ % ACTUAL ACTUAL VARIANCE VARIANCE BUDGET FORECAST VARIANCE BUDGET

REVENUE OPERATIONS: 1 Farebox Revenue 39,415,259 40,501,032 1,085,773 2.8% 98,427,508 98,427,508 - 0.0% 1 2 Parking Revenue 2,310,393 2,716,761 406,368 17.6% 6,871,603 6,871,603 (0) 0.0% 2 3 Shuttles 788,060 972,333 184,273 23.4% 2,461,000 2,461,000 - 0.0% 3 4 Rental Income 768,996 840,058 71,062 9.2% 1,740,200 1,740,200 - 0.0% 4 5 Other Income 127,773 534,054 406,281 318.0% 993,345 993,345 - 0.0% 5 6 - 0.0% - 6 7 TOTAL OPERATING REVENUE 43,410,481 45,564,238 2,153,757 5.0% 110,493,656 110,493,656 (0) 0.0% 7 8 8 9 CONTRIBUTIONS: 9 10 AB434 Peninsula & TA Shuttle Funding 746,039 682,856 (63,183) -8.5% 1,796,300 1,796,300 - 0.0% 10 11 Operating Grants 1,532,328 1,777,354 245,027 16.0% 4,265,650 4,265,650 - 0.0% 11 12 JPB Member Agencies 12,191,500 12,083,095 (108,405) -0.9% 20,448,014 20,448,014 - 0.0% 12 13 Use of Reserves - 0.0% 8,490,978 5,944,339 (2,546,639) -30.0% 13 14 0.0% 14 15 TOTAL CONTRIBUTED REVENUE 14,469,867 14,543,305 73,439 0.5% 35,000,942 32,454,303 (2,546,639) -7.3% 15 16 16 17 GRAND TOTAL REVENUE 57,880,348 60,107,543 2,227,196 3.8% 145,494,598 142,947,959 (2,546,639) -1.8% 17 18 18 19 19 20 EXPENSE 20 21 21 22 OPERATING EXPENSE: 22 23 Rail Operator Service 31,499,730 31,329,830 (169,900) -0.5% 84,418,672 83,528,405 (890,267) -1.1% 23 24 Positive Train Control 291,138 - (291,138) -100.0% 900,000 900,000 - 0.0% 24 25 Security Services 2,256,006 2,317,986 61,980 2.7% 5,867,649 5,867,649 - 0.0% 25 26 Rail Operator Extra Work ------0.0% 26 27 Contract Operating & Maintenance 34,046,874 33,647,816 (399,058) -97.8% 91,186,321 90,296,054 (890,267) -1.0% 27 28 Shuttles Services 1,893,331 2,047,390 154,059 8.1% 5,161,000 5,161,000 - 0.0% 28 29 Fuel and Lubricants 3,523,626 3,872,065 348,439 9.9% 10,599,289 10,269,091 (330,198) -3.1% 29 30 Timetables and Tickets 33,844 38,003 4,159 12.3% 144,700 144,700 - 0.0% 30 31 Insurance 1,521,140 869,166 (651,974) -42.9% 6,108,156 6,108,156 - 0.0% 31 32 Facilities and Equipment Maint 733,729 797,373 63,644 8.7% 2,991,032 2,617,773 (373,259) -12.5% 32 33 Utilities 858,267 811,398 (46,869) -5.5% 1,964,783 1,921,076 (43,707) -2.2% 33 34 Maint & Services-Bldg & Other 493,125 531,355 38,231 7.8% 1,509,598 1,509,598 - 0.0% 34 35 35 36 TOTAL OPERATING EXPENSE 43,103,936 42,614,566 (489,370) -1.1% 119,664,879 118,027,448 (1,637,431) -1.4% 36 37 37 38 ADMINISTRATIVE EXPENSE 38 39 Wages and Benefits 3,373,223 3,852,013 478,790 14.2% 9,717,737 9,717,737 - 0.0% 39 40 Managing Agency Admin OH Cost 2,489,339 2,322,164 (167,175) -6.7% 6,051,231 6,051,231 - 0.0% 40 41 Board of Directors 4,673 8,222 3,549 75.9% 14,600 14,600 - 0.0% 41 42 Professional Services 1,783,768 1,818,809 35,041 2.0% 5,514,964 5,064,054 (450,910) -8.2% 42 43 Communications and Marketing 64,796 44,799 (19,997) -30.9% 211,500 211,500 - 0.0% 43 44 Other Office Expenses and Services 920,196 800,457 (119,739) -13.0% 3,021,012 2,562,714 (458,298) -15.2% 44 45 45 46 TOTAL ADMINISTRATIVE EXPENSE 8,635,995 8,846,464 210,469 2.4% 24,531,044 23,621,836 (909,208) -3.7% 46 47 47 48 Long Term Debt Expense 544,412 570,772 26,360 4.8% 1,298,675 1,298,675 - 0.0% 48 49 49 50 GRAND TOTAL EXPENSE 52,284,343 52,031,802 (252,541) -0.5% 145,494,598 142,947,959 (2,546,639) -1.8% 50 51 51 52 NET SURPLUS / (DEFICIT) 5,596,005 8,075,741 2,479,737 44.3% 0 - 0 52

" % OF Y EA R EL A PSED" provi des a general measure f or eval uati ng overal l progress agai nst the annual budget.

12/19/17 10:00 AM BOARD OF DIRECTORS 2017

JEFF GEE, CHAIR KEN YEAGER, VICE CHAIR JEANNIE BRUINS DEVORA “DEV” DAVIS GILLIAN GILLETTE ROSE GUILBAULT DAVE PINE CHERYL BRINKMAN MONIQUE ZMUDA

PENINSULA CORRIDOR JOINT POWERS BOARD JIM HARTNETT EXECUTIVE DIRECTOR

INVESTMENT PORTFOLIO

AS OF NOVEMBER 30, 2017

TYPE OF SECURITY MATURITY INTEREST PURCHASE MARKET DATE RATE PRICE RATE

------

Local Agency Investment Fund (Unrestricted) * Liquid Cash 1.172% 72,907 72,907

County Pool (Restricted) ** Liquid Cash 1.195% 1,000,000 1,000,000

County Pool (Unrestricted) ** Liquid Cash 1.195% 975,828 975,828

Other (Unrestricted) Liquid Cash 0.000% 48,379,332 48,379,332

Other (Restricted) *** Liquid Cash 0.200% 24,945,269 24,945,269

------

$ 75,373,336 $ 75,373,336

Accrued Earnings for November 2017 $ 6,858.49 Cumulative Earnings FY2018 $ 35,936.41

* The market value of Local Agency Investment Fund (LAIF) is calculated annually and is derived from the fair value factor as reported by LAIF for quarter ending June 30th each year.

** As of October 2017, the total cost of the Total County Pool was $4,682,390,641 and the fair market value per San Mateo County Treasurer's Office was $4,676,530,737.

*** Prepaid Grant funds for Homeland Security, PTMISEA and LCTOP projects, and funds reserved for debt repayment.

The Portfolio and this Investment Report comply with the Investment Policy and the provisions of SB 564 (1995).

The Joint Powers Board has the ability to meet its expenditure requirements for the next six months. AGENDA ITEM #5 (d) JANUARY 4, 2018

PENINSULA CORRIDOR JOINT POWERS BOARD STAFF REPORT

TO: Joint Powers Board

THROUGH: Jim Hartnett Executive Director

FROM: Michelle Bouchard Chief Operating Officer, Rail

SUBJECT: KEY CALTRAIN PERFORMANCE STATISTICS – NOVEMBER 2017

ACTION Staff Coordinating Council recommends that the Board receive the Performance Report for November 2017.

SIGNIFICANCE Staff will provide monthly updates to Key Caltrain Performance Statistics, Caltrain Shuttle Ridership, Caltrain Promotions, Special Event Updates and Social Media Analytics.

BUDGET IMPACT There is no budget impact.

MONTHLY UPDATE In November 2017, Caltrain’s average weekday ridership (AWR) increased 8.2 percent to 61,735 from November 2016 AWR of 57,046. The total number of passengers who rode Caltrain in November 2017 increased 5.9 percent to 1,555,381 from 1,468,824 in November 2016. This month ticket sales for One Way tickets (up 28.8%), ED One Way tickets (up 16.4%), Monthly Passes (up 1.6%) and ED Monthly Passes (up 6.6%), increased from November 2016. There is indication of previous 8-ride ticket users shifted to other Clipper products. The elimination and expiration of usage of the 8-ride ticket ended on October 31. The number of Eligible Go Pass Employees continues to increase and is up 14.7% from November 2016. Farebox Revenue increased 11.9 percent from November 2016 from $7,246,317 to $8,106,926.

On-time performance (OTP) for November 2017 was 94.8 percent, compared to 92.5 percent OTP for November 2016. In November 2017 there were 534 minutes of delay due to mechanical issues compared to 878 minutes in November 2016.

Looking at customer service statistics, there were 9.4 complaints per 100,000 passengers in November 2017 which increased from 8.7 in November 2016.

Page 1 of 6 Shuttle ridership for November 2017 is down 8.8 percent from November 2016. For the station shuttles, the Millbrae-Broadway shuttle averaged 168 daily riders. The Belmont- Hillsdale shuttle averaged 41 daily riders. The weekend Tamien-San Jose shuttle averaged 41 daily riders. When the Marguerite shuttle was removed, the impact to ridership was an increase of 0.1 percent.

Caltrain’s shuttle vendor ongoing staffing issues continued to impact scheduled service on three shuttle routes in November 2017. Reduced service was provided to the impacted routes. Staff is working with the shuttle vendor to resolve the issues and restore service.

Caltrain Promotions – November 2017

Veterans Day Observance – In observance of Veterans Day, Caltrain recognized and celebrated Veterans’ service and sacrifice by running “Caltrain Salutes America’s Veterans” on all Visual Message Signs.

Band Together Bay Area – On Thursday, November 9 at 6 p.m. AT&T Park hosted Band Together Bay Area, a benefit concert for the North Bay Fire recovery. Metallica, G-Easy, Rancid and the Dave Matthews Band performed to raise money for the fire relief fund. Additional post-concert service was added to accommodate the large crowds. Caltrain service was promoted through organic social media and news release/blog. Total additional riders alighting and boarding at San Francisco was 4,828.

Partnership:

San Mateo Harvest Festival – The 45th Annual Harvest Festival was held on November 10 through November 12 at the San Mateo Event Center for the Arts and Crafts enthusiasts. The event featured over 250 artisans, specializing in clothing, jewelry, specialty foods, toys, holiday décor and more. Customers received a $2 discount if they rode public transit to the event and presented a coupon that was available online at the go.caltrain.com event website or Take One Harvest Festival brochure. Internal communications to promote this event included organic social media and events on the transit news blog. This partnership included logos on printed/electronic collateral material produced by event organizers, social medial and news releases.

On-going promotions:

49ers at Levi’s® Stadium – The 49ers service promotion continued through the end of November. This year, marketing efforts will flight from September through December. To help promote the service, strategies included geo-targeted with retargeted sponsored Facebook click ads which will run one week leading up to each home game. Internal communications include news release/blogs, organic social media, and go.caltrain event website and station visual messages/conductor announcements. For the month of November, there was three games played against the Arizona Cardinals, New York Giants and the Seattle Seahawks. Total additional ridership alighting and boarding at Mountain View was 5,730.

Page 2 of 6 San Jose Sharks at SAP Center – The regular 2017/2018 San Jose Sharks season kicked off in October bringing fans to the SAP Center, just one block from the Diridon station. Caltrain service was promoted through paid sponsored Facebook click social media campaign running all season, organic social media, go.caltrain event website and news release/blog. There were eight home games in November. Total post-game Sharks fans and regular riders, boarding at was 2,398.

Stanford Football – Stanford hosted two weekend home-games in November including the Big Game (vs. Cal) at Stanford Stadium on November 18. Selected trains served the Stanford Stadium Station on game days. Extra service was provided for the Big Game to provide additional transit connections to BART at Millbrae Station. Service was promoted through sponsored geo-targeted with retargeted Facebook social media ads running a week leading up to each home game. Internal communications included organic social media, go.caltrain event website and news releases/blogs. Stanford sent e-mail blasts to season ticket holders before each home game and game day social media posts. Total additional ridership alighting and boarding at Stanford station for the Big Game was 2,034 and 1,346 for the Notre Dame game on November 25.

Caltrain Social Media Analytics – November 2017

In November Caltrain had paid ad campaigns running on social media for the 49ers, Sharks, Big Game, and the Holiday Train. Caltrain’s non-paid messaging promoted the Stanford Big Game and the Pac-12 Championship as well as 49ers games. Caltrain also promoted events like Band Together Napa Fire Fundraiser. For service issues, staff managed several delay incidents, Thanksgiving Day service and the Friday after Thanksgiving service. Caltrain also used social media to share information and recruit volunteers for the Emergency Drill at the Tamien Station. Caltrain also held several contests for customers to participate in. Caltrain also discontinued our Google Plus page, which cost a loss of 650 followers, accounting for diminished growth in November.

Top Three Social Media Reported Issues 1. Delays (67) 2. Bike Car (18) 3. Early Departure (12)

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Prepared by: James Namba, Marketing Specialist 650.508.7924 Jeremy Lipps, Social Media Officer 650.622.7845 Catherine David, Principal Planner 650.508.6471

Page 4 of 6 Table A

November 2017 FY2017 FY2018 % Change Total Ridership 1,468,824 1,555,381 5.9% Average Weekday Ridership 57,046 61,735 8.2% Total Farebox Revenue $7,246,317 $8,106,926 11.9% On-time Performance 92.5% 94.8% 2.5% Average Caltrain Shuttle Ridership 9,647 8,800 -8.8%

Year to Date FY2017 FY2018 % Change Total Ridership 7,998,841 8,054,312 0.7% Average Weekday Ridership 60,016 61,984 3.3% Total Farebox Revenue $39,415,259 $40,501,032 2.8% On-time Performance 93.7% 94.9% 1.3% Average Caltrain Shuttle Ridership 9,539 9,080 -4.8%

Graph A

Page 5 of 6 Graph B

Graph C

Page 6 of 6 AGENDA ITEM #5 (e) JANUARY 4, 2018

PENINSULA CORRIDOR JOINT POWERS BOARD STAFF REPORT

TO: Joint Powers Board

THROUGH: Jim Hartnett Executive Director

FROM: Seamus Murphy Chief Communications Officer

SUBJECT: 2018 LEGISLATIVE PROGRAM

ACTION Staff Coordinating Council recommends Board adoption of the attached Legislative Program to guide the Peninsula Corridor Joint Powers Board’s (JPB) policy advocacy efforts over the course of the 2018 calendar year.

SIGNIFICANCE The 2018 Program establishes the principles that will guide JPB’s legislative and regulatory advocacy efforts through the 2018 calendar year, including the second half of the State legislative session and the second session of the115th Congress. The program is intended to be broad enough to cover the wide variety of issues that are likely to be considered during that time and flexible enough to allow JPB to respond swiftly and effectively to unanticipated developments. Adoption of the Program provides our legislative delegation and our transportation partners with a clear statement of JPB’s priorities. The 2018 Program is organized to guide JPB’s actions and positions in support of three primary objectives:

1. Maintain and enhance funding opportunities to support JPB’s programs, projects, and services.

2. Seek a regulatory environment that streamlines project delivery and maximizes JPB’s ability to meet public transportation service demands.

3. Reinforce and expand programs that build and incentivize public transportation ridership.

The Program is structured to apply these core objectives to a series of issues detailed in the 2018 Legislative Program. Should other issues surface that require the JPB’s attention, actions will be guided by the three policy objectives listed above. If needed, potential action on issues that are unrelated to these policy goals will be brought to JPB’s Board of Directors for consideration.

Page 1 of 2 Advocacy Process Staff will indicate on each monthly legislative update recommended positions for pending bills. Once the board has an opportunity to review the recommended position, staff will communicate the position to the relevant entity (such as the bill author, agency, or coalition). In rare circumstances, should a position on a bill be needed in advance of a board meeting, staff will confer with the Board Chair. If legislation falls outside of the scope of the Board’s adopted Legislative Program, Board approval will be required prior to the agency taking a position.

The JPB and its legislative consultants will employ a variety of engagement tools to support the 2018 Legislative Program, including:

1. Direct Engagement Engage policymakers directly and sponsor legislation, submit correspondence and provide public testimony that communicates and advances JPB’s legislative priorities and positions.

2. Coalition-based Engagement Engage local and regional stakeholders to build awareness about specific issues and participate in local, regional, statewide and national coalitions organized to advance positions that are consistent with the 2018 Program.

3. Media Engagement Build public awareness and communicate legislative priorities by issuing press releases, organizing media events, and through the use of social media and other electronic media.

BUDGET IMPACT There is no impact on the budget.

BACKGROUND Staff actively monitors legislative and regulatory activity and will seek Board positions on selected bills as appropriate to further JPB’s legislative objectives and to provide support for our advocacy efforts. Staff will supply updated reports summarizing relevant legislative and regulatory activities, allowing the Board to track legislative developments and providing opportunities to take appropriate action on pending legislation.

Prepared By: Casey Fromson, 650.508.6493 Government and Community Affairs Director

Page 2 of 2 Peninsula Corridor Joint Powers Board

2018 Legislative Program

Purpose

Legislative and regulatory actions have the potential to significantly benefit Peninsula Corridor Joint Powers Board (JPB) programs and services. They also have potential to present serious challenges that threaten the JPB’s ability to meet Caltrain’s most critical transportation demands.

The 2018 Legislative Program establishes the principles that will guide the Agency’s legislative and regulatory advocacy efforts through the 2018 calendar year, including the second half of the 2017-18 State legislative session and 115th Congress. The program is intended to be broad enough to cover the wide variety of issues that are likely to be considered during that time and flexible enough to allow the Agency to respond swiftly and effectively to unanticipated developments.

Objectives The 2018 Legislative Program is organized to guide the Agency’s actions and positions in support of three primary objectives: · Maintain and enhance funding opportunities to support the Agency’s programs and services. · Seek a regulatory environment that streamlines project delivery and maximizes the Agency’s ability to meet transportation service demands. · Reinforce and expand programs that build and incentivize public transportation ridership and improve quality transportation choices.

Issues The Legislative Program is structured to apply these core objectives to a series of State and Federal issues falling in these categories: · Budget and Transportation Funding Opportunities · Transportation Projects - Funding Requests and Needs · Regulatory and Administrative Issues

Within these categories are a detailed list of specific legislative initiatives and corresponding set of policy strategies.

Should other issues surface that require the JPB’s attention, actions will be guided by the three policy objectives listed above. If needed, potential action on issues that are unrelated to these policy goals will be brought to the JPB’s Board of Directors for consideration.

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Advocacy Process Staff will indicate on each monthly legislative update recommended positions for pending bills. Once the board has an opportunity to review the recommended position, staff will communicate the position to the relevant entity (such as the bill author, agency, or coalition). In rare circumstances, should a position on a bill be needed in advance of a board meeting, staff will confer with the Board Chair. If legislation falls outside of the scope of the Board’s adopted Legislative Program, Board approval will be required prior to the agency taking a position.

Public Engagement Strategies Staff, led by the Communications Division and its legislative consultants, will employ a variety of public engagement strategies to support the 2018 Legislative Program, including: · Direct Engagement Engage policymakers directly and sponsor legislation, submit correspondence and provide public testimony that communicates and advances the Agency’s legislative priorities and positions.

· Coalition-based Engagement Engage local and regional stakeholders to build awareness about specific issues and participate in local, regional, statewide and national coalitions organized to advance positions that are consistent with the 2018 Legislative Program.

· Media Engagement Build public awareness and communicate the Agency’s legislative priorities by issuing press releases, organizing media events, and through the use of social media.

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State and Regional

Funding Opportunities and Challenges

Issue / Background Strategy

General Funding The State recently enacted SB 1, · Protect against the elimination or diversion of any State or regional funds that support which, when fully implemented, will provide the agency’s transportation needs. more than $700m per year for public transit. This · Support State funding allocation requests for investments that benefit the agency’s is the largest increase in dedicated transit funding transportation programs and services. in more than 40 years. · Work with statewide transit coalitions to identify and advance opportunities for funding that would support the agency’s transportation priorities. Complimentary to SB 1 is ACA 5 which, if passed · Monitor recommendations of the Road Usage Charge (RUC) Technical advisory by voters in June 2018, will protect new and Committee and implementation of a RUC program by the California State existing sources of transit funding from future Transportation Agency (CalSTA). diversions by the Legislature. · Monitor efforts to implement a mileage-based user fee as a potential revenue source. In 2014, the Legislature called for, via SB 1077, a pilot program to study a road charge model as an alternative to the gas tax. The nine-month pilot began in July 2016, with over 5,000 participating vehicles statewide. The California State Transportation Agency (CalSTA) will report findings from the Legislature to the CTC and the Legislature by June 30, 2018.

Formula Funding After years of diversion to · Support the full funding of the STA program at levels called for in the 2011 support the State’s General Fund, funding for reenactment of the 2010 gas-tax swap legislation. the State Transit Assistance (STA) program has · Advocate for the regularly scheduled issuance of State infrastructure bonds that remained stable over the last few budget cycles support the Agency’s services and programs. thanks to successful legal, legislative and · Support full and timely allocation of the Agency’s STIP share. political efforts on behalf of the transportation · Support legislation clarifying elements of the STA program recently changed in AB community. Still, more revenue is needed in 1113 (Bloom). order to meet the demand of increased

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ridership, reduce highway congestion – especially on Highway 101 – and adhere to the State’s mandate of reducing greenhouse gas emissions, and creating livable communities.

Cap-and-Trade Revenues In 2012, the State · Work with the Administration and like-minded coalitions to secure the appropriation began implementing the cap-and-trade market- of additional cap-and-trade revenues to support the Agency’s transportation needs. based compliance system approved as a part of · Support legislation and regional action that makes a broad array of the Agency’s the California Global Warming Solutions Act of emissions-reducing transportation projects, programs and services eligible for 2006 (AB 32). Since the program began selling investment. allowances, the program has generated billions · Protect existing cap-and-trade appropriations for transit operations, capital projects of dollars. In 2014, legislation was enacted and sustainable communities strategy implementation. creating a long-term funding plan for cap-and- · Work to direct additional revenues to transit-eligible programs, including efforts to trade which dedicates 60 percent of cap-and- secure funding from the remaining discretionary funds and revenues dedicated to the trade revenues to transportation. The remaining high-speed-rail project. 40 percent is subject to annual appropriation · through the state budget process. In 2017, the Support efforts to revise the State’s definition on “disadvantaged communities” to legislature extended the program from 2020 to encompass a larger proportion of disadvantaged communities on the Peninsula.

2030.

Caltrain is eligible for funding through the Low Carbon Transit Operations Program, the Transit and Intercity Rail Capital Program, and the Affordable Housing Sustainable Communities Program. Each program’s requirements, oversight, and competiveness vary. The programs require a certain percentage of funds be expended in state defined “disadvantaged communities” (as defined by CalEnviroScreen). This can prove difficult in jurisdictions with a small number of disadvantaged communities.

Voter Threshold Legislation has been considered · Support efforts to amend the State Constitution to reduce the voter threshold in recent years that provide a framework for required for the State or a city, county, special district or regional transportation lowering the thresholds for the State or a city, agency to impose a special tax for transportation projects or programs.

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county, special JPB or regional public agency to impose a special tax.

Other State or Local Funding Options Local and · Advocate for legislation that would create new local funding tools to support regional governments continue to seek methods transportation infrastructure and services. for funding new infrastructure, facility needs, · Support innovative local and regional funding options that will provide financial sustainability initiatives, and projects that will support for the agency. support ridership growth through a variety of · Support legislation that works to ensure revenues generated through managed lane methods such as managed lanes and local ballot projects remain in the County of origin. · Advocate for funding sources that would assist transit agencies in obtaining funds for measures. sustainability initiatives including water conservation, waste reduction, long-term resource efficiency of facilities and equipment, and greenhouse gas reductions. · Support funding for workforce housing to attract and retain quality personnel. · Support efforts that allow for public private partnerships that benefit the implementation of capital projects, efficient operation of transit services, or enhanced access to a broad range of mobility options that reduce traffic congestion. Transportation Projects

General As the Bay Area’s population continues · Work with partners in the region to bring business, community, and transportation to grow, the region’s transportation stakeholders together to enhance, support and advocate for transportation and infrastructure is being negatively impacted. mobility in the Bay Area. Highways, local streets and roads are becoming heavily congested, Caltrain is nearing its capacity limits, and the demand for housing with easy access to public transit is increasing.

Caltrain Modernization (CalMod) Program In · Advocate for the sale and allocation of Proposition 1A bonds to meet the 2012, the State Legislature appropriated $705m commitments specified in SB 1029 with respect to the Caltrain corridor. in Prop 1A high-speed rail funds to modernize the · Support the allocation of cap-and-trade funding to advance implementation of the Caltrain corridor and lay the foundation for future CalMod Program. · Work with state, local and regional partners to advance policies and actions that will high-speed rail service. Under a multi-party help secure funding needed to fulfill local and regional commitments to the CalMod regional funding agreement, this investment will Program.

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Page 5 of 10 be used to match a variety of local, regional, state · Work to address regulatory challenges that limit the implementation of solutions that and federal funding sources to electrify the will maximize Caltrain capacity and service benefits. corridor, install an advanced signaling system and · Support the allocation of cap-and-trade or other state / regional funding to advance replace Caltrain’s aging diesel trains with electric implementation of Caltrain projects. · Work to address regulatory actions or policies that negatively impact future capacity trains that will dramatically improve service or service improvements. between San Francisco and San Jose. · Consistent with existing agreements between JPB and CHSRA, support efforts to plan, engage stakeholders, and implement the Blended System project on the Other Projects Beyond the CalMod Program, Caltrain corridor. Caltrain has identified capital projects such as a fully electrified 8-car EMU fleet with longer platforms that will provide additional capacity and service benefits to Caltrain commuters. The capital needs also include but are not limited to grade separations and station upgrades.

In 2016, a new round of HSR Blended System planning, outreach and environmental clearance work kicked-off in the corridor. While this project is not being led by the JPB, the agency owns the right-of-way and has a significant interest in the process and success of the project that will “blended” with Caltrain service.

Transit Oriented Development / First and Last · Support efforts to provide commuters with easy and convenient options to travel to Mile First and last mile projects, as well as transit and from major transit centers to their final destination. oriented development projects are an important · Support the development of new and innovative first and last mile options. part of the broad transit ecosystem that will help · Support increased funding opportunities for first and last mile projects. · Advocate for policies that promote transit-oriented developments in ways that with support robust ridership in the corridor. compliment transit services. · Support the State’s GHG reduction goals by supporting transit oriented developments. · Support state funding incentives and streamlining processes for transit oriented

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development.

Transportation Demand Management (TDM) · Support efforts that provide more TDM tools and funding opportunities TDM is the application of strategies and policies to · Support policies that encourage use of TDM reduce travel demand of single-occupancy vehicles or to redistribute this demand in space or time.

Regulatory and Administrative Issues

General Every year a variety of legislation or · Support opportunities to remove barriers to, and improve the ability to conduct, regulatory action is pursued that would affect safe, efficient transportation operations, administration, planning and project regulations governing transportation-related delivery efforts, including alternative project delivery methods that provide flexibility service operations, administration, planning and to the agency. project delivery. In addition, opportunities exist · Oppose efforts to impose unjustified and burdensome regulations or restrictions on to reform or update existing regulations that are the Agency’s ability to conduct efficient transportation operations, administration, outdated, or can be improved to address planning and project delivery efforts. potential burdens on transportation agencies without affecting regulatory goals. California Environmental Quality Act (CEQA) · Closely monitor efforts to modernize CEQA. Without compromising CEQA’s Several regional and statewide transportation effectiveness as an environmental protection policy, support proposals that organizations continue working to modernize advantage transportation projects, such as transit expansion, pedestrian / bicycle CEQA and minimize unnecessary delays during improvements, and transit oriented development. the environmental review process.

Sustainable Communities Strategies · Advocate for policies that provide adequate and equitable funding to support Implementation In conjunction with AB 32 and SB increased demand and dependence on JPB’s transportation services associated with 32 implementation, the Sustainable Communities the implementation of SB 375 and Plan Bay Area. and Climate Protection Act (SB 375) requires regions to develop Sustainable Communities Strategies (SCS) with integrated housing, land-use and transportation policies that will accommodate population growth and reduce regional greenhouse gas emissions by specific

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amounts. In 2013, regional authorities in the Bay Area approved Plan Bay Area, which includes the region’s SCS.

State Rail Plan Caltrans is releasing the new 2018 · Closely monitor the State Rail Plan for potential opportunities to leverage resources California State Rail Plan which will provide an for the Caltrain corridor. framework for planning and implementing · Ensure the State Rail Plan appropriately characterizes the Caltrain system and future California’s rail network for the next 20 years and plans. beyond.

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Federal

Funding Opportunities and Challenges

Issue / Background Strategy

Federal Appropriations Every year, Congress · Partner with local, regional, State and national coalitions to advocate appropriation adopts several appropriations bills that cover 12 of the maximum authorized amount for programs that benefit the agency’s major issue areas, including the Transportation, transportation services and needs. Housing and Urban Development bill. These · Work with local and regional coalitions to support requests for funding from measures provide the authority for federal discretionary programs. agencies to spend money during the upcoming · Communicate frequently with the agency’s federal delegation and key appropriators fiscal year for the programs they administer. on the needs or concerns of pending appropriation bills.

In September 2017, Congress passed a continuing resolution (CR) to keep federal agencies funded at the same level as the previous fiscal year, through December 8, 2017. Congress will have to pass a CR or omnibus appropriations bill to fund the government for the fiscal year 2018. Tax and Finance Congress also considers · Support efforts to ensure tax provisions that benefit the agency’s priorities are legislation that governs tax and finance issues included in any tax or finance proposal. that impact transit agencies. In 2018, Congress is · Protect against the elimination or diversion of any tax policies that support the expected to take action on a significant tax agency’s transportation needs. overhaul measure.

Transportation Projects

General Support the efforts of partnering · Work with federal delegation members, as well as local, regional, and state coalitions to agencies to obtain federal funding for transit support the federal funding requests for our partner transit agencies on projects that projects in San Mateo County. provide complimentary services for the agency.

Caltrain Modernization Program The current · Advocate for the PCEP Core Capacity funding to be included in the Fiscal Year (FY)18 Peninsula Corridor Electrification Project (PCEP) THUD Appropriations Conference Report. Advocate for the PCEP to be included in the

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funding plan includes funding from several FY19 President’s budget request and in the FY19 THUD Appropriations bills. federal funding sources including the Federal · Work with federal delegation members, as well as local, regional, and state coalitions to Transit Administration (FTA) Core Capacity support the PCEP requests for funding. Program. · Support the allocation of federal funding to advance implementation of Caltrain projects. Other Projects Beyond the CalMod Program, Caltrain has identified capital projects such as a fully electrified 8-car EMU fleet with longer platforms that will provide additional capacity and service benefits to Caltrain commuters. The capital needs also include but are not limited to grade separations, station upgrades, and supporting regional projects that will increase Caltrain ridership. Regulatory and Administrative Issues

FAST Act and other Regulations Under FAST Act, · Monitor and review guidance and rulemaking proposals affecting FAST Act the United States Department of Transportation implementation and other transportation issues. (USDOT) will issue guidance and conduct · Collaborate with local, regional, state and national transportation advocacy groups to rulemaking to implement various regulatory coordinate comments and advocacy efforts that support regulations that maximize changes. benefits for transportation programs, services and users.

USDOT will also issue guidance, new rulemaking, and take action in response to Executive Orders on a variety of issues outside the scope of the FAST Act. Infrastructure Proposal President Trump and · Monitor closely and take action as needed on new Administration policies that may have USDOT have been working to draft an a significant impact on transit / transportation projects and programs. infrastructure proposal to fund transportation · Advocate for funding for the agency’s projects and needs in the President’s and projects. congressional infrastructure proposals.

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AGENDA ITEM #5 (f) JANUARY 4, 2018

PENINSULA CORRIDOR JOINT POWERS BOARD STAFF REPORT

TO: Joint Powers Board

THROUGH: Jim Hartnett Executive Director

FROM: Seamus Murphy Chief Communications Officer

SUBJECT: STATE AND FEDERAL LEGISLATIVE UPDATE

ACTION Staff Coordinating Council recommends the Board receives the attached memos. Staff will provide regular updates to the Board in accordance with Legislative Program.

SIGNIFICANCE The 2017 Legislative Program establishes the principles that will guide the legislative and regulatory advocacy efforts. Based on those principles, staff coordinates closely with our Federal and State advocates on a wide variety of issues that are considered in Congress and the State legislature. The attached reports highlight the recent issues and actions that are relevant to the Board.

Prepared By: Casey Fromson, Government and 650 - 508 - 649 3 Community Affairs Director

800 17th Street, N.W., Suite 1100 | Washington, DC 20006 | T 202.955.3000 | F 202.955.5564 Holland & Knight LLP | www.hklaw.com Caltrain Federal Update December 2017

CONGRESS

Congress Anticipated to Move on Final Tax Bill: House and Senate Republicans have reached consensus on the tax reform legislation, The Tax Cuts and Jobs Act, H.R. 1. On December 15, the tax conferees filed the conference report in the House. The Senate passed the bill early on December 20 in a 51-48 party line vote, after a procedural hurdle that delayed the vote by a day. The House had originally passed the bill in the evening of December 19, but several provisions in the plan violated Senate budget reconciliation rules. Senate Democrats stripped the problematic provisions, removing an excise tax on endowments of the smallest private universities; 529 savings accounts for home-schooling expenses; and the bill’s shorthand title. After the House votes on the bill again (sometime on December 20), it will be sent to the White House for the President’s signature.

The final agreement has retained more provisions from the Senate’s version of the bill, though House Ways and Means Committee Chairman Kevin Brady (R-TX) said the final bill marked a mix between House and Senate plans. Democrats argue that the bill would be a break for corporations and wealthy individuals.

The transportation provisions in the conference report include:

 Retention of private activity bonds;  Preserving the electric vehicle tax credit;  Elimination of the bicycle commuter credit;  Repealing the ability of employers to deduct the costs of parking and mass transit benefits provided to employees as a business expense;  Repealing new advance refunding tax exempt municipal bonds; and  Clarification that aircraft management services are not subject to the 7.5 percent commercial ticket tax.

FY 2018 Appropriations and Disaster Relief Update: On December 7, the House and Senate passed a two-week continuing resolution (CR), funding the government until Friday, December 22. The House passed the CR by a vote of 235 to 193, and the Senate passed it by a vote of 81 to 14.

Before Congress can pass a fiscal year 2018 appropriations bill for an entire year, they need to agree to change the dollar amounts of the caps on discretionary spending. If the caps are not adjusted, any enacted full-year appropriations will be automatically reduced via another round of budget sequestration to get back down to the cap levels.

Republicans want to significantly increase defense spending (a $70 billion increase), but to garner Democrats’ support (needed in the Senate as 60 votes are required for passage), an increase in non-defense spending is necessary as well.

On December 13, House Republicans introduced a third CR, to extend current government funding – which is set to expire on Friday, December 22. The CR includes $663 billion for the Department of Defense for fiscal year 2018 and would fund the rest of the federal agencies (including the Department of Transportation) at current funding levels. until January 19, 2018; a five-year extension of the expired Children’s Health Insurance Program (CHIP); and $2.1 billion for the Veterans Choice program. Democrats have criticized the CHIP reauthorization provision, as it is offset by increasing Medicare premiums for higher-income beneficiaries, and shortens the grace period for individuals to pay their premiums through a tax credit.

The Senate is unlikely to pass the House bill given that it does not address increasing non- defense spending and the offsets for CHIP. The Senate is expected to amend the House CR through a substitute amendment and send it back to the House before they adjourn for the session. The Senate may also add an extension of the Foreign Intelligence Surveillance Act (FISA), which is set to expire this year.

On December 18,, the House Appropriations Committee introduced a $81 billion disaster aid package to fund hurricane and wildfire recovery, which may be combined with the third CR. The funding is split among Texas, Florida, Puerto Rico, the U.S. Virgin Islands, and states impacted by wildfires. The bill includes money for the Federal Emergency Management Agency (FEMA) and Community Development Block Grant (CDBG) programs, reconstruction projects from the Army Corps of Engineers, education programs, highway rebuilding, small business loans, and military construction projects. House Appropriations Committee Chairman Rodney Frelinghuysen (R-NJ) said the bill represents the largest ever disaster aid funding effort, and was a crucial part of the government’s response to the several natural disasters that impacted the country over the year. The bill is also nearly double the Administration’s $44 billion aid request. The funding is broken down as follows:

 Community Development Block Grants: $26.1 billion  FEMA: $27.6 billion o Includes Disaster Relief Fund (DRF) funding o A provision allowing transfer of up to $4 billion to the Disaster Assistance Direct Loan Program Account for Community Disaster Loans o A provision providing up to 90% federal cost share for disasters declared in 2017 for wildfires o $60 million for FEMA’s readiness for future disasters  Army Corps of Engineers: $12.1 billion  Department of Agriculture: $3.8 billion  Hurricane Education Recovery: $2.9 billion  Reparations for Army, Navy, Marine Corps, Air Force, Reserve, National Guard, Coast Guard, and medical military facilities: $1.5 billion  Current damages to federal highways from designated disasters: $1.4 billion o Funds are provided directly to states and localities for repairs

2 #54753308_v1 o Includes $269 million to help communities restore hurricane-damaged mass transit systems  Economic Development Grants: $600 million o Projects may include technical assistance, planning, and infrastructure projects to aid economic recovery in hurricane and wildfire disaster areas.

Senate AV Bill Stalled: The Senate bill on autonomous vehicles (AV), S. 1885 The AV START Act, lacks the necessary support to advance under unanimous consent. On December 1, Sens. Richard Blumenthal (D-CT) and Ed Markey (D-MA), said that they would hold up the bill to urge inclusion of measures on consumer protections and safety. During markup of the bill in October, Sen. Blumenthal had introduced an amendment—which was later withdrawn—that sought to establish a provision requiring autonomous vehicles (AVs) to allow human drivers to take control. Sen. Gary Peters (D-MI), a bill sponsor who opposed Blumenthal’s amendment, said requiring human control would “undercut the entire purpose” of driverless cars. However, Sens. Blumenthal and Markey have said they will continue discussions with bill sponsors, Sens. Peters and Senate Commerce Committee Chairman John Thune (R-SD). The Senate Commerce Committee and leadership are expected to work though the holds next year to pass the bill and conference it with the House legislation.

ADMINISTRATION

White House May Release Infrastructure Principles in January: The White House indicated on December 7th that President Trump intends to send Congress detailed infrastructure principles in January, potentially around the State of the Union address scheduled for January 30. The document would outline a $1 trillion plan, in which a $200 billion federal share would be split into four themes: funding for states and localities that take on a greater amount of financial burden for infrastructure building and upkeep; block grants for rural areas; existing federal loan programs; and money for projects deemed “transformational.” It is anticipated that the plan will incentivize state and local governments to take on a greater share of costs for infrastructure projects, both through their own funding and through private-sector financing.

FHWA Nominee Withdraws from Consideration: On December 11, Paul Trombino, previously nominated by the President to head the Federal Highway Administration (FHWA), removed himself from consideration due to family concerns. Senate Environment and Public Works (EPW) Committee had approved Trombino’s nomination, and he was predicted to easily move through full Senate confirmation. A new nominee has not been named.

3 #54753308_v1 Resolution No. 2018-1 Resolution of Appreciation Presented to rose guilbault

WHEREAS, since June 2014, ROSE GUILBAULT has been an advocate for Caltrain projects and transportation issues as a member of the Peninsula Corridor Joint Powers Board of Directors; and WHEREAS, during MS. GUILBAULT’S time on the board, her guidance helped Caltrain reach unprecedented milestones, achieving record ridership goals while becoming the travel option of choice for commuters making the journey between San Francisco and Silicon Valley; and WHEREAS, MS. GUILBAULT was a tireless advocate for securing $1.98 billion in local, regional, state and federal investment o begin the Caltrain Electrification project, which will increase improve service frequency, reduce travel time, increase ridership capacity, and provide the foundation for future modernization and service enhancements; and WHEREAS, during MS. GUILBAULT’S tenure, she helped Caltrain celebrate 150 years of passenger rail service on the Peninsula in 2014, and in 2016, supported Caltrain’s efforts to provide superior service during the NFL’s Super Bowl 50 festivities from San Francisco to Santa Clara counties; and WHEREAS in 2017, under MS. GUILBAULT’S leadership, Caltrain broke ground on numerous capital improvement projects, including Caltrain Electrification, the 25th Avenue San Mateo Grade Separation and the South San Francisco Station Improvement projects; and WHEREAS, MS. GUILBAULT has been a champion for safety measures on Caltrain, advocating for awareness campaigns that stress appropriate behavior on the rail corridor, and advance enforcement efforts to keep vehicles and people off the tracks; and NOW, THEREFORE, BE IT RESOLVED that Peninsula Corridor Joint Powers Board of Directors, does thank and commend ROSE GUILBAULT for her successful tenure, thoughtful and considerate collegiality, and her strong support of current and future plans for Caltrain. We wish her good fortune in her future endeavors.

Regularly passed and adopted this 4th day of January, 2018.

Chair, Peninsula Corridor Joint Powers Board

Resolution No. 2018-2 Resolution of Appreciation Presented to ken yeager WHEREAS, after 16 years of invaluable leadership, KEN YEAGER will step down from the Peninsula Corridor Joint Powers Board of Directors; and WHEREAS, MR. YEAGER’S tenure on the Caltrain Board, he served as Chair twice and served as Vice Chair three times; and WHEREAS, during MR. YEAGER’S time on the board, his guidance helped Caltrain reach unprecedented milestones, achieving record ridership goals and becoming the travel option of choice for commuters making the journey between San Francisco and Silicon Valley; and WHEREAS, MR. YEAGER’S astute leadership and vision helped Caltrain embark on the transformative Caltrain Modernization Program, an ambitious endeavor that will help the system evolve to meet the mobility demands of our community for generations to come; and WHEREAS, MR. YEAGER was a tireless advocate for securing $1.98 billion in local, regional, state and federal investment o begin the Caltrain Electrification project, which will increase improve service frequency, reduce travel time, increase ridership capacity, and provide the foundation for future modernization and service enhancements; and WHEREAS, during MR. YEAGER’S time on the board, he helped Caltrain open its $140 million Centralized Equipment Maintenance and Operations Facility in September 2007 providing Caltrain with its first-ever “home” for maintenance and operations; and WHEREAS, during MR. YEAGER’S tenure, he helped Caltrain celebrate 150 years of passenger rail service on the Peninsula in 2014, and in 2016, supported Caltrain’s efforts to provide superior service during the NFL’s Super Bowl 50 festivities from San Francisco to Santa Clara counties; WHEREAS, MR. YEAGER has been a champion for safety measures on Caltrain, advocating for efforts to construct grade-separation projects, conduct awareness campaigns that stress appropriate behavior on the rail corridor, and advance enforcement efforts to keep vehicles and people off the tracks; and WHEREAS, during Caltrain’s regular board meetings, MR. YEAGER’S calm presence provided a sense of decorum and created an air of open engagement between the public and the Board; and WHEREAS, MR. YEAGER has taken great lengths to develop strong and respectful relationships with his fellow board members as well as members of Caltrain’s staff; and WHEREAS, as a longtime public servant, MR. YEAGER has been the paragon of civic engagement, providing tireless support and sponsorship for his constituents in San Clara County and beyond; and NOW, THEREFORE, BE IT RESOLVED that the Peninsula Corridor Joint Powers Board of Directors, does thank and commend KEN YEAGER for his successful tenure, and wish him good fortune in his future endeavors. Regularly passed and adopted this 4th day of January, 2018.

Chair, Peninsula Corridor Joint Powers Board

BOARD OF DIRECTORS 2018

JEFF GEE, CHAIR KEN YEAGER, VICE CHAIR CHERYL BRINKMAN JEANNIE BRUINS DEVORA “DEV” DAVIS GILLIAN GILLETTE DAVE PINE CHARLES STONE MONIQUE ZMUDA Memorandum JIM HARTNETT EXECUTIVE DIRECTOR

Date: December 22, 2017 AGENDA ITEM #8 To: Board of Directors

From: Jim Hartnett, Executive Director

Subject: January 4, 2018 JPB Board Meeting Executive Director’s Report

1. On-time Performance – · Through December 21: The preliminary December 2017 OTP was 92.3% compared to 95.2% for December 2016.

· November: The November 2017 OTP was 94.8% compared to 92.5% for November 2016.

2. Hillsdale Station Parking Lot Relocation – Starting Tuesday, January 2, the parking lot on the northwestern end of the Hillsdale Station will be closed due to the 25th Avenue Grade Separation Project. Parking will be available in the new temporary lot opened on the east side of the station which is accessible from E. 28th and E. 31st Avenues at South Delaware Street.

3. San Carlos Station Parking Lot Update – Starting Monday, January 8, the parking lot at the main entrance of the San Carlos Station, directly south of the Depot Café, will be closed due to the San Carlos Transit Village Project construction. ADA and Depot Cafe parking stalls will be moved to the newly constructed adjacent parking lot area where site improvements are being finalized. Since July 2017, regular parking stalls has been available in the newly completed south lot located at El Camino Real and Olive St. Installation for the traffic light at the station parking entrance located at Cherry St. and El Camino Real is targeted to be completed in Spring 2018.

4. Go Pass on Clipper Pilot Program – Starting January 1, 2018, select Go Pass companies (SamTrans, Stanford and SRI) will be participating in the Go Pass on Clipper Pilot Program. Employees will no longer flash their ID badge with a Go Pass sticker, but instead will be required to utilize a Clipper card for proof-of-payment. Additional details are available on www.caltrain.com/tagit.

PENINSULA CORRIDOR JOINT POWERS BOARD 1250 San Carlos Ave. – P.O. Box 3006 San Carlos, CA 94070-1306 650.508.6269 Jim Hartnett December 22, 2017 Page 2 of 9

Moving Go Pass companies to Clipper will help with: o Ridership data info by requiring the customers to tag on and tag off for every single trip. o Streamline the management of the program and misuse by allowing the companies to delete the Go Pass product from the cards when lost, stolen or when an employee is terminated. o Collecting accurate data to help evaluate the cost of the program.

In anticipation of longer lines at Clipper CIDS, Caltrain is working on station circulation to identify better positions for the Clipper CIDs or install new ones. Stations being evaluated are San Francisco, 22nd St, Redwood City, Menlo Park, Palo Alto and San Jose. Work is being prioritized for Palo Alto, Menlo Park and Redwood City. TASI will monitor and track issues with customers.

5. Overhaul of Diesel Locomotives – Two Caltrain F40s (#920 and #921) were shipped out on December 18th. The third F40 (#923) will be shipped out in Spring 2018. Each overhaul will require 6-7 months to complete.

6. Caltrain 2018 Annual Count Survey – The 2018 Caltrain Annual Count Survey will be conducted starting the week of Tuesday, January 16, 2018 (the day after the Martin Luther King Holiday) and is anticipated to be completed in February. A presentation to the Board summarizing the findings will be given in summer 2018.

7. CAC Meeting – The Citizens Advisory Committee met on Wednesday, December 20, in San Carlos. Sebastian Petty, Senior Policy Advisor, presented the Caltrain Business Plan. Chuck Bernardo, Sr. Project Manager – Capital Project Management, presented the South San Francisco Station Improvement Project. Joe Navarro, Director - Rail Operations, provided the Staff Report. The next CAC meeting is scheduled for Wednesday, January 17, in San Carlos.

8. BAC Meeting – The Bicycle Advisory Committee did not meet in December. The next BAC meeting is scheduled for Thursday, January 18, in San Carlos.

9. Special Event Train Service –

Services Provided (Ridership for events occurring after the December 21st report cutoff will be reported in February):

· 49ers Regular Season – The 49ers hosted the Arizona Cardinals on Sunday, November 5th at 1:05 p.m., the New York Giants on Sunday,

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November 12th at 1:25 p.m. and the Seattle Seahawks on Sunday, November 26th at 1:05 p.m. Caltrain operated one additional pre-game express train and one additional post-game local train for all games. Total additional ridership alighting and boarding at Mountain View was 5,730. Total year-to-date ridership alighting and boarding at Mountain View was 15,013, a 30% decrease compared to the same number of games in 2016.

There were two 49ers home games in December on the 17th and 24th. For each game, Caltrain provided one extra southbound pre-game express train and one extra northbound post-game local train.

· Stanford Football – Stanford hosted Notre Dame on Saturday, November 25th at 5:00 p.m. in their last regular season game. Caltrain served the Stanford Stadium station with both northbound and southbound trains before and after all weekend home games. Total riders alighting and boarding at Stanford Stadium Station was 1,346, a 22% decrease compared to 2016 average ridership per game. Season total ridership alighting and boarding at Stanford Stadium Station, excluding the Big Game, was 3,777. Average ridership per game was 944, a 45% decrease compared to 2016.

· PAC-12 College Football Championship – The 2017 Football Championship Game between Stanford and USC took place on Friday, December 1st at 5:00 p.m. at Levi’s® Stadium. Caltrain operated one extra post-game local northbound train. Total additional riders alighting and boarding at Mountain View station was 2,546, a 4% decrease compared to the 2016 PAC-12 game.

· Holiday Train – The Caltrain Holiday Train, presented by Silicon Valley Community Foundation, was held on December 2nd & 3rd. The event was a success due to support from various sponsors, community volunteers and dedicated staff. Approximately 35,000 people converged at the various train stations to see the glittering show train, hear holiday tunes, see Santa and his friends and donate toys to children in need. This season’s Holiday Train brought in a total of 3,150 toys, a 24% increase from 2016. Toys donated benefitted the Salvation Army Season of Sharing Program. A $15,000 donation made to the U.S. Marine Corps Reserve’s Toys for Tots program by the Holiday Train enabled the purchase of approximately 1,500 toys for the non-profit organization. Since the Holiday Train’s inception in 2001, nearly 60,000 toys have been distributed to Bay Area children who otherwise might not have received gifts at Christmas.

· San Jose Sharks – There were eight SJ sharks regular season home games in November. Total post-game Sharks fans and regular riders, boarding at San Jose Diridon station, was 2,398. Total year-to-date post-

Jim Hartnett December 22, 2017 Page 4 of 9

game Sharks fans and regular riders, boarding at San Jose Diridon station, was 5,552.

There were six SJ sharks regular season home games in December.

· Christmas Day – Caltrain operated Holiday/Sunday Service on Monday, December 25th.

· Foster Farms Bowl – The Foster Farms Bowl between the Arizona Wildcats vs. Arizona Boilermakers was held at Levi’s Stadium on Wednesday, December 27th at 5:30 p.m. Due to low ridership for past Foster Farms Bowls at Levi’s Stadium and out-of-state teams competing, no additional service was planned but ridership was monitored.

· New Year’s Eve – Caltrain operated Sunday service on Sunday, December 31st and provided additional capacity for pre-SF fireworks trains 435, 437 and 439 as well as provided extra post-SF fireworks trains making all weekend local stops from San Francisco to San Jose until 2 a.m. Caltrain also provided free fares from 8 p.m. until the last southbound special reached San Jose.

· New Year’s Day – Caltrain operated Holiday/Sunday service on Monday, January 1st.

Services Scheduled: · San Jose Sharks – The Sharks will host four games in January. Caltrain will track post-game ridership for all home games. No extra special trains are planned. For weeknight and Saturday night games, the last northbound train departs SJ Diridon station at 10:30 p.m. or 15 minutes after the game ends but no later than 10:45 p.m.

· Caltrain NorCalMLK Celebration Train – The Caltrain NorCalMLK Celebration Train will run on Monday, January 15th. The Celebration Train will provide free ticketed service for those in the South Bay and Peninsula who wish to attend the annual celebration of the life and legacy of Dr. King in San Francisco hosted by the Northern California Dr. Martin Luther King, Jr. Community Foundation (NorCalMLK).

The Celebration Train will express from San Jose (at 9:45 a.m.) and make stops in Palo Alto (at 10:05 a.m.) and San Mateo (at 10:20 a.m.) before its final arrival in San Francisco (at 10:55 a.m.). Attendees must register in advance in order to receive a free commemorative ticket. Commemorative tickets will be distributed the day of the event and will be valid for the Celebration Train and for one southbound Caltrain trip after 1 p.m. on January 15th, 2018.

Jim Hartnett December 22, 2017 Page 5 of 9

10. Capital Projects – The Capital Projects information is current as of December 18, 2017 and may be subject to change between December 18 and January 4, 2018 (Board Meeting).

· San Francisco Highway Bridges: Replace three obsolete overhead vehicular bridges located in San Francisco at 23rd Street, 22nd Street, and Paul Avenue. Construction started in March 2015 and was substantially completed in May 2017.

Staff is waiting for the delivery of specialized materials in order to resolve a Buy America issue related to the fire hydrants that were installed as part of the project. The delivery of the materials is expected in January 2018. Staff is also continuing discussions with Caltrans, City of San Francisco, and third-party utilities to secure additional funding and reimbursement for additional incurred costs associated with their portion of work. PG&E has reimbursed the PCJPB for their associated costs. Cost reimbursement from the City of San Francisco for their Auxiliary Water Supply System (AWSS) was submitted and is now in discussions. The AT&T relocation reimbursement request is being prepared by staff for submission. Caltrans discussions are pending completion of the fire hydrants in January.

· San Mateo 25th Avenue Grade Separation Project: Raise the elevation of the alignment from Hillsdale Boulevard to south of the Highway 92 Overcrossing in the city of San Mateo. The project creates a grade separation at 25th Avenue, relocates the Hillsdale Station to the north, and creates two new east-west street grade-separated connections at 28th and 31st Avenues in San Mateo. Construction of the elevated rail alignment and the new Hillsdale Station will be phased to limit impact to the operating railroad to the degree possible.

During the past month, temporary shoring that supports construction excavation activities were completed for the future bridges at 28th Avenue and the Pedestrian Underpass between 28th and 31st Avenues, and, is planned for completion at the 31st Avenue Bridge by the end of December. Placement of Cast-In-Drilled-Hole (CIDH) pile foundations for the future bridges was completed at the Pedestrian Underpass and is in-progress at the 28th Avenue Bridge. Upon completion at 28th Avenue, CIDH operations will move to 31st Avenue. Construction of the abutments of the Pedestrian Underpass has begun. Work is also in progress for the bridge over Borel Creek, underground utility relocations near 25th Avenue, construction of temporary replacement parking east of the railroad tracks and along Pacific Avenue, and clearing and grubbing throughout the alignment. Overall construction is expected to complete in early 2020.

Jim Hartnett December 22, 2017 Page 6 of 9

· Los Gatos Creek Bridge: Replace the substandard 80-year old railroad bridge that is located south of the Diridon Station in San Jose. The construction contract was awarded in October 2016 to DMZ Builders and the Notice to Proceed was issued in late January 2017. Due to environmental regulations, bridge construction activities that are within the creek’s waterways are limited to the period between June and October 2017. During the past month, the installation of the trackwork on the new MT1 and MT2 mainline bridge was completed and revenue operations between the Tamien and San Jose Diridon stations has been switched over from the Tailtrack Bridge to the MT1 mainline bridge. Upon completion of punchlist items, double track service south of the San Jose Diridon station should be restored in January. The contractor is now working on completing the Bioswale drainage systems and the rerouting of the storm drain system as requested by the City of San Jose.

Unforeseen weather such as record rainfall and unexpected subsurface conditions were encountered this past winter and spring. The project undertook measures to recover delays to maintain the schedule within the environmental restrictions. Construction is forecasted to complete by January 2018.

· South San Francisco Station Improvements: Replace the existing side platforms with a new centerboard platform, construction of a new connecting pedestrian underpass to two new plazas in downtown South San Francisco to the west and the shuttle area to east. Upon completion, the hold-out rule at this station will be removed that currently impacts the overall system operational efficiency.

A Limited Notice to Proceed was issued to the contractor on October 9 to commence the planned 60-day administrative period which precedes the start of field construction. The contractor is delinquent in providing required administrative submittals, therefore, the Notice to Proceed and the commencement of construction is delayed from the planned start in December. Upon completion of administrative requirements, construction is now expected to commence in January 2018. Overall contract completion remains scheduled by mid-2019. Third party utility relocations, except for Kinder-Morgan fuel lines, are awaiting the City of South San Francisco’s acquisition of an encroachment permit from Caltrans. Relocation of the Kinder-Morgan fuel line, which is entirely in Caltrain right- of-way, has been completed. Site coordination with the Electrification project continues as the Electrification contractor is currently working just north of the South San Francisco station.

· Redwood City Grade Crossing Improvements: The scope of this project is to improve the safety devices at three grade crossings within the city of

Jim Hartnett December 22, 2017 Page 7 of 9

Redwood City at Whipple Avenue, Main Street, and Broadway. The project will improve the Whipple Avenue crossing with new vehicular and pedestrian gates, new sidewalks and ramps, new pavement markings and striping. At Broadway, new pedestrian gates will be installed and new pavement markings will be added. At Main Street, new fencing, pedestrian gates, and pavement markings will be installed. The design and construction schedule of this project has been coordinated with the City’s improvements in the same area.

The Limited Notice to Proceed (LNTP), initiating the 60-day administrative period that precedes construction, was issued to the contractor on November 8th. Administrative submittals and reviews are in progress. Construction is planned to start in the January 2018 and substantially complete by July 2018.

· FY16 Grade Crossing Improvements Project: The scope of this project is to improve the safety at 10 grade crossings along the corridor. Work items included are the installation of signals, fences, gates, curbs, lighting and signs. The existing grade crossing warning devices will be retrofitted to meet the latest California Public Utilities Commission standards. The crossings to be improved include 16th Street in San Francisco, Broadway in Burlingame, Peninsula and 4th Ave. in San Mateo, Ravenswood in Menlo Park, Alma and Charleston in Palo Alto, Rengstorff and Castro in Mountain View, and Mary in Sunnyvale.

The construction contract also includes the installation of medians at five crossings in Santa Clara County. The scopes of two projects were combined into a single construction contract to improve cost and administrative efficiency. These medians are required by the FRA and are intended to create a barrier that discourages vehicles from driving around down crossing gates. The five crossings are Churchill and East Meadow in Palo Alto, Sunnyvale Avenue in Sunnyvale, and Auzerais and West Virginia in San Jose.

The construction contract was originally advertised for bids in July and the sole bid received was deemed to be non-competitive. The ecommendation to reject bids was approved at the October 5th Board meeting. The scope of the contract has been modified to eliminate trackwork elements that may have confused potential bidders as the remainder of the contract scope is primarily municipal civil construction items such as pavement markings, striping and minor concrete work. Subsequently, the revised contract was re-advertised for bids on October 12 and multiple bids were received on November 9. Staff evaluation of the bids is complete and approval to award is planned for the January 4, 2018 Board meeting. After approval to award, contract execution will follow and then a Limited Notice to Proceed

Jim Hartnett December 22, 2017 Page 8 of 9

will be issued. Construction is expected to last 1-year from the Limited Notice to proceed. The eliminated trackwork scope will be performed by Caltrain’s contract operator, TASI, who is experienced in this type of construction.

· Sunnyvale Station Rehabilitation Project: Replace the surface pavers in the station platform with colored cast-in-place concrete and the relocation of the north pedestrian crossing to the north by approximately 83 feet. Some of the surfaces of the platform pavers have become uneven and this project will create a smooth and even platform surface. The construction contract was awarded to Sposeto Engineering on September 7th and the execution of the contract continues pending the contractor’s documentation submittal. A Limited Notice to Proceed is to be issued to the contractor when the required insurance and bonding documents are submitted by the contractor. Construction is expected to begin in early 2018 and be completed by mid-2018.

· Inward Facing Cameras: Install cameras on locomotives and cab cars that will video and voice record the train operators during revenue operations. Currently there are outward facing cameras on locomotives that record the right-of-way from the vantage point of the operators. The inward facing cameras are recommended by the National Transportation Research Board and assists in post-accident investigations. Inward facing cameras are already in service on Metrolink in Southern California and by railroads such as the Union Pacific and Burlington Northern Santa Fe.

The contract was awarded in November to Rail Power Services LLC. The execution of the contract is in progress. Upon completion of contract execution, expected by late December, a Limited Notice to Proceed will be issued to the contractor to commence the administrative period. Completion of installation and testing is anticipated by the spring of 2018.

· New Control Point at Brittan: Add a new control point in the corridor near Brittan Avenue in San Carlos. The new control is comprised of new crossover tracks (and associated signaling equipment) that will allow trains to cross over between the two mainline tracks in the 5-mile zone between Redwood City and Belmont. An operational capacity study that was conducted in 2013 recommended the potential addition of up to eight new control points to improve system operational capacity. The study ranked this location to be the most beneficial to increase efficiency and flexibility especially in the event of emergencies and equipment breakdowns. The new control point may also potentially increase work windows for construction projects.

Jim Hartnett December 22, 2017 Page 9 of 9

The construction contract was advertised for bids on October 5. Addenda were issued in November and bids are now due in December. Contract award is planned for early 2018. Procurement of long lead owner furnished materials such as special trackwork and signal houses is in progress. Construction is expected to begin in early 2018 and complete by the end of 2018.

· HVAC Improvements at the CCF Communications Equipment Room: Improve the cooling systems in the electronics equipment room at the Central Control Facility in San Jose. The amount of electronic equipment has greatly increased which has resulted in overloading of the existing cooling system. With the addition of newer systems such as CBOSS/PTC, ROCS/PADS, and upgrades to communications systems; the capacity of the existing cooling system is inadequate to maintain a sufficiently cool temperature. Equipment failure to critical systems such as dispatching and communications due to overheating is an unacceptable operational risk. Currently, this problem is being temporarily addressed by using rental cooling systems that are inadequate for future expansion and is costly. This project will address current and future cooling capacity by adding and replacing current cooling systems with newer and more efficient cooling equipment.

The contract was awarded in November to Smith Electric Service. The contract has been executed and a Limited Notice to Proceed was issued on December 11th to commence the administrative period. Construction is expected to begin in early 2018 and complete by the summer of 2018.

Modernization Program Peninsula Corridor Electrification Project (PCEP)

November 2017 Monthly Progress Report

November 30, 2017

Funding Partners

Federal Transit Administration (FTA) Core Capacity FTA Section 5307 (Environmental / Pre Development only) FTA Section 5307 (Electric Multiple Unit (EMU) only)

Prop 1B (Public Transportation Modernization & Improvement Account) Caltrain Low Carbon Transit Operations Cap and Trade

Proposition 1A California High Speed Rail Authority (CHSRA) Cap and Trade

Carl Moyer Fund

Bridge Tolls (Funds Regional Measure (RM) 1/RM2)

San Francisco County Transportation Authority (SFCTA)/San Francisco Municipal Transportation Agency (SFMTA)

San Mateo County Transportation Authority (SMCTA) Contribution SMCTA Measure A

Santa Clara Valley Transportation Authority (VTA) Measure A VTA Contribution

City and County of San Francisco (CCSF) Contribution

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Peninsula Corridor Electrification Project Monthly Progress Report

Table of Contents Page

1.0 BACKGROUND ...... 1-1

2.0 EXECUTIVE SUMMARY ...... 2-1

2.1 Funding Partners Participation in PCEP ...... 2-2 2.2 Schedule ...... 2-4 2.3 Budget ...... 2-5 2.4 Board Actions ...... 2-6 2.5 Government and Community Affairs ...... 2-6 3.0 ELECTRIFICATION – INFRASTRUCTURE ...... 3-1

3.1 Electrification ...... 3-1 3.2 Supervisory Control and Data Acquisition (SCADA) ...... 3-2 3.3 Tunnel Modification ...... 3-2 4.0 ELECTRIC MULTIPLE UNITS ...... 5

4.1 Centralized Equipment Maintenance and Operations Facility (CEMOF) Modifications ...... 5 5.0 SAFETY ...... 5-1

6.0 QUALITY ASSURANCE ...... 6-1

7.0 SCHEDULE ...... 7-1

8.0 BUDGET AND EXPENDITURES ...... 8-1

9.0 CHANGE MANAGEMENT ...... 9-1

10.0 FUNDING ...... 10-1

11.0 RISK MANAGEMENT ...... 11-1

12.0 ENVIRONMENTAL ...... 12-1

12.1 Permits ...... 12-1 12.2 Mitigation Monitoring and Reporting Program (MMRP) ...... 12-1 13.0 UTILITY RELOCATION ...... 13-1

14.0 REAL ESTATE ...... 14-1

15.0 THIRD PARTY AGREEMENTS ...... 15-1

16.0 GOVERNMENT AND COMMUNITY AFFAIRS ...... 16-1

Table of Contents i November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

17.0 DISADVANTAGED BUSINESS ENTERPRISE (DBE) PARTICIPATION AND LABOR STATISTICS ...... 17-1

18.0 PROCUREMENT ...... 18-1

19.0 TIMELINE OF MAJOR PROJECT ACCOMPLISHMENTS ...... 19-1

List of Tables Page

Table 2-1 Schedule Status ...... 2-5 Table 2-2 Budget and Expenditure Status ...... 2-5 Table 6-1 Quality Assurance Audit Summary ...... 6-1 Table 7-1 Schedule Status ...... 7-1 Table 7-2 Critical Path Summary ...... 7-2 Table 7-3 Near-Term, Near-Critical with Less Than Three Months of Float ...... 7-2 Table 8-1 Electrification Budget & Expenditure Status ...... 8-1 Table 8-2 EMU Budget & Expenditure Status ...... 8-2 Table 8-3 PCEP Budget & Expenditure Status ...... 8-2 Table 11-1 Monthly Status of Risks ...... 11-1 Table 11-2 Risk Classification ...... 11-3 Table 14-1 Real Estate Acquisition Overview ...... 14-1 Table 15-1 Third-Party Agreement Status ...... 15-1

List of Figures Page

Figure 2-1 PCEP Work Segments ...... 2-1 Figure 10-1 Funding Plan ...... 10-1

List of Appendices

Page Appendix A – Acronyms ...... A-1 Appendix B – Funding Partner Meetings ...... B-1 Appendix C – Schedule ...... C-1 Appendix D – Standard Cost Codes ...... D-1 Appendix E – Change Order Logs ...... E-1 Appendix F – Risk Table ...... F-1 Appendix G – MMRP Status Log ...... G-1

Table of Contents ii November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

1.0 BACKGROUND

Over the last decade, Caltrain has experienced a substantial increase in ridership and anticipates further increases in ridership demand as the Area’s population grows. The Caltrain Modernization (CalMod) Program, scheduled to be implemented by 2020, will electrify and upgrade the performance, operating efficiency, capacity, safety, and reliability of Caltrain’s commuter rail service.

The PCEP is a key component of the CalMod Program and consists of converting Caltrain from diesel-hauled to Electric Multiple Unit (EMU) trains for service between the San Francisco Station (at the intersection of Fourth and King Streets in San Francisco) and the Tamien Station in San Jose. Caltrain will continue Gilroy service and support existing tenants.

An electrified Caltrain will better address Peninsula commuters’ vision of environmentally friendly, fast and reliable service. Electrification will modernize Caltrain and make it possible to increase service while offering several advantages in comparison with existing diesel power use, including:

 Improved Train Performance, Increased Ridership Capacity and Increased Service: Electrified trains can accelerate and decelerate more quickly than diesel- powered trains, allowing Caltrain to run more efficiently. In addition, because of their performance advantages, electrified trains will enable more frequent and/or faster train service to more riders.  Increased Revenue and Reduced Fuel Cost: An electrified Caltrain will increase ridership and fare revenues while decreasing fuel costs.  Reduced Engine Noise Emanating from Trains: Noise from electrified train engines is measurably less than noise from diesel train engines. Train horns will continue to be required at grade crossings, adhering to current safety regulations.  Improved Regional Air Quality and Reduced Greenhouse Gas Emissions: Electrified trains will produce substantially less corridor air pollution compared with diesel trains even when the indirect emissions from electrical power generation are included. Increased ridership will reduce automobile usage, resulting in additional air quality benefits. In addition, the reduction of greenhouse gas emissions will improve our regional air quality, and will also help meet the state’s emission reduction goals.

Background 1-1 November 30, 2017

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Peninsula Corridor Electrification Project Monthly Progress Report

2.0 EXECUTIVE SUMMARY

The Monthly Progress Report is intended to provide an overview of the PCEP and provide funding partners, stakeholders, and the public an overall update on the progress of the project. This document provides information on the scope, cost, funding, schedule, and project implementation. Work along the Caltrain Electrification Corridor has been divided into four work segments as shown in Figure 2-1. PCEP activities are described and summarized by work segments.

Figure 2-1 PCEP Work Segments

Executive Summary 2-1 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

Overhead Contact System (OCS) foundation installation continued in Segment 2. OCS design for Segment 4 continues to be redefined as contractors resolve potential conflicts with utilities. The preferred option for the constant warning system will be selected and reviewed with Union Pacific Railroad (UPRR) and the Federal Railroad Administration (FRA) prior to moving into final design.

The Supervisory Control and Data Acquisition (SCADA) contractor, Rockwell Collins, and the project team began working on the preliminary schedule, which is expected to be submitted to JPB in December.

Stadler is progressing with building their new Salt Lake City EMU manufacturing facility. The construction permits have been obtained and a steel structure contractor has been selected. EMU design review packages are nearly finalized at the 65% design phase. Manufacturing of EMU car shells is progressing.

HNTB, the LTK sub consultant working on the Centralized Equipment Maintenance and Operations Facility (CEMOF), began design work on the recently approved improvement plan.

2.1 Funding Partners Participation in PCEP The PCEP has a series of weekly, biweekly, monthly and quarterly meetings to coordinate all aspects of the program. The meetings are attended by project staff with participation by our funding partners in accordance with the Funding Partners Oversight Protocol. A summary of funding partner meetings and invitees can be found in Appendix B.

This section of the report provides a summary of the discussions and decisions made at the meetings and a list of funding partners who attended the meetings.

Electrification – Engineering Meeting – Weekly

Purpose: To discuss status, resolution and tracking of Balfour Beatty Infrastructure, Inc. (BBII) and Electrification design-related issues, to discuss and monitor the progress of utility relocation compared to schedule, and to discuss third-party coordination activities with Pacific Gas and Electric (PG&E), CHSRA, UPRR, , California State Department of Transportation (Caltrans), Communications-Based Overlay Signal System (CBOSS) and others.

Activity this Month

Funding Partners: CHSRA: Ian Ferrier

Major topics included: PG&E power quality study and the interconnections feasibility study, coordination between the PCEP and CBOSS projects, the utility relocation status, tunnel design, the SCADA contract status, progress on Design-Build (DB) contract, including design and construction updates, upcoming changes to the contract in preparation for the Change Management Board (CMB), and coordination with key third parties on design review and permitting for the project.

Executive Summary 2-2 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

PCEP Delivery Coordination Meeting – Bi-Weekly

Purpose: To facilitate high-level coordination and information sharing between cross- functional groups regarding the status of the work for which they are responsible.

Activity this Month

November 7 Funding Partners: CHSRA: Ian Ferrier; SFCTA: Luis Zurinaga

The Board asked for the risk register to be added the appendix of the Monthly Progress Report. The Project Management Oversight Consultant has reduced their meetings from monthly to quarterly. BBII will work through the Tuesday before Thanksgiving and will reopen in the field Sunday November 26 for night work. Risk management has finalized the risk analysis based on the results of the Risk Refresh. Systems Integration Database Status Summary Matrix has been updated. An onsite visit and Caltrain tour with the FRA has been scheduled for November 28 and 29.

November 21 Funding Partners: CHSRA: Ian Ferrier; SFCTA: Luis Zurinaga

Half of the foundations have been completed in Segment 2 Work Area (WA) 5 and the rest are expected to be done before Christmas week. BBII will be shut down the week between Christmas and New Year’s. Restart will begin on January 2 and will start in Segment 2 WA4. The final Contractor Systems Integration Management Plan has been submitted. The whitepaper on the AEM-7 Electrification Test Locomotives has been sent to the FTA. A Hazards Identification and Occupational Safety and Health Administration Safety Workshop with internal stakeholders scheduled for November 29 through December 1. The Notice to Proceed for the CEMOF Facility Upgrade design was issued to HNTB on November 16.

Systems Integration Meeting – Bi-Weekly

Purpose: To discuss and resolve issues with inter-system interfaces and to identify and address interface points which have yet to be addressed.

Activity this Month

Funding Partners: CHSRA: Ian Ferrier and Wai-on Siu

Major topics included: Monitoring and resolution of systems integration issues and scheduling bi-weekly internal interface meetings and contractor systems integration meetings. The Traction Power SCADA team held a kickoff meeting and monthly status meetings have been scheduled. Coordination commenced with Caltrain Capital Projects that include work associated with the PCEP and a roster of personnel of three of the construction projects was circulated. A Rail Activation Committee meets bi-weekly and progress on a schedule of activities including systems integration testing activities, FRA, FTA and safety certification, and community outreach, operating procedures and training is being tracked.

Master Program Schedule (MPS) Meeting – Monthly

Purpose: To review the status of the MPS and discuss the status of major milestones, critical and near critical paths, upcoming Board review items, and progress with the contracts, among others.

Executive Summary 2-3 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

Activity this Month

Funding Partners: CHSRA: Ian Ferrier and Wai Su; SFCTA: Luis Zurinaga

In November a new Program Plan (baseline) was established. This update was necessitated due to the delay in receiving a Full Funding Grant Agreement (FFGA) from the FTA. This delay impacted several aspects of the PCEP including the DB electrification effort, manufacturing of EMU trainsets, and permanent power availability. The program critical path now runs through PG&E design and construction to provide permanent power, and concludes with pre-revenue testing. The near-critical path runs through design and manufacturing of EMU trainsets.

Risk Assessment Meeting – Monthly

Purpose: To identify risks and corresponding mitigation measures. For each risk on the risk register, mitigation measures have been identified and are being implemented. Progress in mitigating these risks is confirmed at the ongoing risk monitoring and monthly risk assessment meetings.

Activity this Month

Funding Partners: CHSRA: Ian Ferrier; SFCTA: Luis Zurinaga

One risk was added and one risk retired. One risk was reassigned from JPB to Stadler. See the Risk Management section (Section 11) in this report for more details.

Change Management Board (CMB) – Monthly

Purpose: To review, evaluate and authorize proposed changes to PCEP over $200,000.

Activity this Month

Funding Partners: CHSRA: Bruce Armistead and Boris Lipkin; Metropolitan Transportation Commission: Trish Stoops and Glen Tempke; SFCTA: Luis Zurinaga; SMCTA: Joe Hurley; VTA: Krishna Davey and Carol Lawson

Major topics included: contingency usage, potential changes to the Stadler contract and track access delays, differing site condition field orders updates as well as other potential changes as part of the BBII contract.

Potential contract changes will follow the PCEP Change Order Procedure. Once approved changes are executed, they will be reported in the Change Management section (Section 9) of this report.

BBII Contract

Four changes were approved. One was a deductive change.

Stadler Contract

One change was approved.

Executive Summary 2-4 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

SCADA Contract

No changes were identified for consideration.

2.2 Schedule Due to delays in federal funding the MPS was frozen in February 2017. The FFGA was received in May and the overall schedule was reevaluated. In November 2017 a new Program Plan (baseline) was established. The Program Plan reflects a delay to the Revenue Service Date (RSD), the date on which the project is deemed completed.

Table 2-1 indicates major milestone dates for the MPS.

Table 2-1 Schedule Status1

Progress Milestones Program Plan Schedule (November 2017)1 First Eight Miles of Electrification Complete to 11/21/2019 12/22/20192 Begin Testing Arrival of First Vehicle at JPB 07/29/2019 07/29/2019

PG&E Provides Permanent Power 09/09/2021 09/09/2021

Start Pre-Revenue Testing 09/10/2021 09/10/2021

RSD (w/o Risk Contingency) 12/09/2021 12/09/2021

RSD (w/ Risk Contingency) 04/22/2022 04/22/2022

FFGA RSD 08/22/2022 08/22/2022 Note: 1. Dates may shift slightly as the update of the November Progress Schedule is still in progress. 2. See “Notable Variances” in Section 7 for explanation on date shift.

2.3 Budget A summary of the overall budget and expenditure status for the PCEP is provided in Table 2-2 below.

Table 2-2 Budget and Expenditure Status

Estimate To Estimate At Description of Work Cost This Month Cost To Date Budget Current Budget Complete Completion

(A) (B)1 (C)2 (D)3 (E) (F) = (D) + (E) Electrification Subtotal $ 1,316,125,208 $ 1,316,125,208 $ 12,720,922 $ 288,120,075 $ 1,028,005,133 $ 1,316,125,208 EMU Subtotal $ 664,127,325 $ 664,127,325 $ 961,981 $ 85,289,521 $ 578,837,804 $ 664,127,325 PCEP TOTAL $ 1,980,252,533 $ 1,980,252,533 $ 13,682,903 $ 373,409,596 $ 1,606,842,937 $ 1,980,252,533 Notes regarding tables above: 1. Column B “Current Budget” includes executed change orders and awarded contracts. 2. Column C "Cost This Month" represents the cost of work performed this month. 3. Column D "Cost To Date" includes actuals (amount paid) and accruals (amount of work performed) to date.

Executive Summary 2-5 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

2.4 Board Actions − None Future anticipated board actions include:  To Be Scheduled − PG&E Supplemental Agreement #4: Construction − Authority to procure used electric locomotives − Ambassador Request for Proposal (RFP) award

2.5 Government and Community Affairs A number of community relations and outreach events took place during the month. The PCEP team participated in a total of five meetings with stakeholders.

Executive Summary 2-6 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

3.0 ELECTRIFICATION – INFRASTRUCTURE

This section reports on the progress of the Electrification, SCADA, and Tunnel Modification components. A brief description on each of the components is provided below.

3.1 Electrification The Electrification component of the PCEP includes the installation of 138 miles of single track and OCS for the distribution of electrical power to the EMUs. The OCS will be powered from a 25 kilovolt (kV), 60-Hertz, single phase, alternating current supply system consisting of two Traction Power Substations (TPS), one switching station, and seven paralleling stations (PS). Electrification will be performed using a DB delivery method.

Activity This Month

 OCS foundation installation continued in Segment 2 WA5 and is expected to be completed in December.  Potholing of utilities at proposed OCS locations continued in Segment 2 in advance of foundation installation. BBII also continued to remove obstructions found during the potholing process, such as loose concrete, asphalt, and other debris.  Test pile results were received and reviewed. The results were in accordance with requirements of the specification.  Relocation of signal cables found in conflict with planned OCS foundations continues as conflicts are identified.  Continued progression of the OCS design with BBII. 65% OCS poles and layout designs were completed for other work areas for Segment 2. Design for Segment 4 continues to be refined as contractors resolve potential conflicts with utilities.  Continued design review coordination with local jurisdictions for the OCS design in Segments 2 and 4, including responses to comments from jurisdictions.  Continued to review and coordinate signal and communication design submittals with BBII. The project team and BBII continued to work on potential options for the constant warning solution. A preferred option will be selected for review with UPRR and the FRA before moving forward with final design.  The feasibility study for the 115 kV interconnections between the future Caltrain substations and PG&E’s substations was completed. An alternative was selected for each location and the contractor will proceed with design.  Continued coordination efforts with PG&E for infrastructure improvements, TPS interconnects and new service drop locations. The PCEP team continues to work with PG&E for the finalization of protection scheme studies.  The PCEP team and BBII continue to work through Site Specific Work Plans (SSWP) for upcoming field work.  BBII continued tree pruning and removal in Segment 2.

Electrification - Infrastructure 3-1 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

Activity Next Month

 Continue OCS foundation installation in Segment 2 WA5, including preparation work in the South San Francisco Yard during day time shifts. This work is expected to be completed in December.  Continue work with BBII on field investigation activities and designs, which will include the progression of the OCS, traction power, bonding and grounding, signal systems, and other civil infrastructures such as overhead bridge protections.  Continue potholing and clearing of obstructions at proposed OCS locations. Potholing will continue with a focus on Segment 2 for foundation installation.  Continue coordination with UPRR on signal and OCS design. Select a preferred option for the constant warning time to move forward with final design  Continue review of BBII work plans for upcoming construction activities.  Coordinate with PG&E on interconnection design and final design for PG&E infrastructure.  Start final design of for the 115 kV interconnections for each of the two substations.  Continue design reviews and coordination with local jurisdictions.  Continue tree pruning and removals.

3.2 Supervisory Control and Data Acquisition (SCADA) SCADA is a system that monitors and controls field devices for electrification, including substations, PSs and the OCS. SCADA will be integrated with the base operating system for Caltrain Operations and Control, which is the Rail Operations Center System.

Activity This Month

 Began bi-weekly meetings to advance design of SCADA.  Began work with Rockwell Collins on the preliminary schedule for the contract.

Activity Next Month

 Continue bi-weekly technical meetings to advance SCADA design.  Submit preliminary schedule.

3.3 Tunnel Modification Tunnel modifications will be required on the four tunnels located in San Francisco. This effort is needed to accommodate the required clearance for the OCS to support electrification of the corridor. Outside of the PCEP scope, Caltrain Engineering has requested the PCEP team manage completion of design and construction management for the Tunnel 1 and Tunnel 4 Drainage Rehab Project. The Drainage Rehab Project is funded separately from PCEP and will be a Design-Bid-Build construction package. Construction will occur concurrently with the Electrification DB contractor’s efforts in Segment 1.

Electrification - Infrastructure 3-2 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

Activity This Month

 The PCEP team continued coordination efforts with the design team on drawings and specifications on Tunnel 1 and Tunnel 4 Drainage Rehab Project.  The project team continued the resolution of comments on 100% plans and specifications.  Continued preparations of contract documents, including the general provision and special provision for bid.

Activity Next Month

 Continue coordination efforts with UPRR and other stakeholders.  Complete comment resolution for 100% plans and specifications.  Complete general and special provision for the contract.  Complete final bid package for advertisement.

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Peninsula Corridor Electrification Project Monthly Progress Report

4.0 ELECTRIC MULTIPLE UNITS

The EMU procurement component of the PCEP consists of the purchase of 96 Stadler EMUs. The EMUs will consist of both cab and non-cab units configured as 16 six-car fixed trainsets. Power will be obtained from the OCS via roof-mounted pantographs, which will power the electric traction motors. The EMUs will replace a portion of the existing diesel locomotives and passenger cars currently in use by Caltrain.

Activity This Month

 Stadler obtained construction permits and has selected a steel structure contractor for their new Salt Lake City manufacturing facility.  Preliminary Design Reviews (PDRs) for EMU systems continue and design review packages being finalized.  EMU design coordination discussions continue with representatives from Caltrain Operations and Maintenance, Caltrain Public Outreach, the FRA, the FTA PMOC, Safety and Quality Assurance personnel, and PCEP Program Scheduling.  The PCEP team continues to address system-wide interface issues involving the emerging EMU design and the existing wayside infrastructure, the electrification project, and the CBOSS/Positive Train Control (PTC) Project.  The extrusions and machined parts for the first four car shells continue to be shipped and staged at Stadler’s facility in Switzerland.  Conducted onsite meeting and Caltrain facility tour with FRA.  Conducted Hazard Identification Safety Workshop, established Safety Committee membership, and held first EMU Safety Committee Meeting.

Activity Next Month

 Completion of PDRs and finalization of all PDR packages at 65% design phase.  Continue to work with the FRA on EMU compliance issues.  Car shell subassembly welding and machining to commence.

4.1 Centralized Equipment Maintenance and Operations Facility (CEMOF) Modifications The CEMOF Upgrade project will provide work areas for performing maintenance on the new EMUs.

Activity This Month

 LTK sub-consultant, HNTB, commenced upgrade design engineering.

Activity Next Month

 LTK/HNTB internal kick off meeting and design review scheduled for December 6.  Design update review meeting with PCEP and internal stakeholders to be scheduled for early January 2018.

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Peninsula Corridor Electrification Project Monthly Progress Report

5.0 SAFETY

Safety and Security requirements and plans are necessary to comply with applicable laws and regulations related to safety, security, and emergency response activities. Safety staff coordinates with contractors to review and plan the implementation of contract program safety requirements. Safety project coordination meetings continue to be conducted on a monthly basis to promote a clear understanding of project safety requirements as defined in contract provisions and program safety documents.

Activity This Month

 Held the monthly project DB Safety and Security Certification meeting, the Fire/Life Safety Committee meeting, and the EMU Safety and Security Certification meeting. Project staff participated in the BBII monthly “All Hands” contractor workforce meetings. Safety communication with project stakeholders remains a priority to discuss project related hazards and mitigation initiatives.  Project safety staff continues to provide input and oversight of the contractor SSWP safety provisions and continues to provide ongoing safety construction oversight and inspections. Safety awareness training of overhead power line hazards was provided to contractor staff during the month.  An EMU safety workshop was conducted from 11/29 to 12/1 in San Mateo with PCEP, Stadler, BBII, and Caltrain Operations and Maintenance staff participating throughout the workshop to assess the status of the project Safety and Security Certification and safety assurance processes. Caltrain Operations and Maintenance staff also participated in the EMU Operating Hazard Analysis discussion.  Project safety staff participated in the FTA Quarterly Update Meeting and provided a status of project safety program development, challenges and initiatives.

Activity Next Month

 Monthly safety communication meetings continue to be scheduled for the Project Safety and Security Certification Committee, Fire/Life Safety Committee, and other project-related contractor and JPB safety meetings conducted to discuss project safety priorities. Project safety staff will continue to actively participate and present safety topics at the BBII “All Hands” monthly safety meetings.  Project safety staff will continue its focus on performing site safety inspections on the OCS foundation and potholing field work to assess safety work practices and identify additional opportunities for improvement.  Project staff is reviewing the current RWP training modules and will provide recommendations designed to enhance program efficiencies as new contractor staff is brought onboard.  Project safety will continue to work closely with contractor staff to identify safety improvement opportunities.  Project safety staff and transit police will conduct office safety and security awareness training for project office employees to review emergency response procedures.

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6.0 QUALITY ASSURANCE

The Quality Assurance (QA) staff performs technical reviews for planning, implementing, evaluating, and maintaining an effective program to verify that all equipment, structures, components, systems, and facilities are designed, procured, constructed, installed, and maintained in accordance with established criteria and applicable codes and standards throughout the design, construction, startup and commissioning of the PCEP.

Activity This Month

 Staff meetings with BBII QA/Quality Control management representatives continue bi-weekly.  Revision 2 of the PCEP Quality Management Plan is out for management review.  Regularly scheduled design reviews and surveillances began on project design packages and will continue through the spring of 2018.  Three design audits were conducted this month: Traction Power Facilities at 95%, Systemwide Ductbanks at 95%, and Stations Grounding and Bonding at 65%.  A non-conformance report (NCR) was issued to BBII for lack of mix design submittal, lack of concrete shrinkage tests, lack of approval of concrete batch plant, lack of concrete batch plant accreditation, and lack of 24-hour notice to JPB for construction activities. The NCR remains open, pending Engineer of Record (EOR) approval of the two Quikrete batch plants.  Two audits were conducted of Quikrete concrete batch plants in Sacramento and Fremont. The audits yielded five findings which remain open.  An audit of BBII’s Request for Information (RFI) procedure was conducted and had no findings.

Table 6-1 below provides details on the status of audits performed through the reporting period.

Table 6-1 Quality Assurance Audit Summary

Quality Assurance Activity This Reporting Period Total to Date

Audits Conducted 6 44

Audit Findings

Audit Findings Issued 5 29 Audit Findings Open 5 5 Audit Findings Closed 0 24

Non-Conformances

Non-Conformances Issued 1 5 Non-Conformances Open 1 1 Non-Conformances Closed 0 4

Quality Assurance 6-1 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

Activity Next Month

 Two audits are planned and scheduled: BBII Purchasing in accordance with FTA Quality Assurance Guidelines and Structural Steel Products (SSP) in Ft. Worth Texas – the Overhead Catenary System (OCS) Pole Manufacturer. OCS pole deflection testing/witnessing and approval will be conducted concurrently with the audit.

Quality Assurance 6-2 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

7.0 SCHEDULE

Due to delays in federal funding the MPS was frozen in February 2017. The FFGA was received in May and the overall schedule was reevaluated. In November 2017 a new Program Plan (baseline) was established. The Program Plan reflects a delay to the Revenue Service Date (RSD), the date on which the project is deemed completed.

Without adjustment for contingency the RSD is forecast as December 2021, representing a four-month delay from the April 2016 Program Plan. This was necessitated as a result of the delayed issuance of the FFGA. With the addition of approximately five months of contingency to account for potential risk to the project, the RSD is anticipated as April 2022, which also represents a similar four-month delay to the Program Plan. Additionally, due to FTA contingency requirements, an FFGA RSD will also be tracked. This date is forecast as August 22, 2022 and represents the final milestone in the Program Plan.

Shown below, Table 7-1 indicates major milestone dates for the MPS. Items listed in Table 7-2 reflect the critical path activities/milestones for the PCEP. Table 7-3 lists near- critical activities on the horizon.

Notable Variances

BBII is currently reporting an overall delay to substantial completion, including the intermediate milestone of Segment 4/Test Track (first eight miles of electrification) completion. This delay is being evaluated by the BBII and JPB and does not constitute a schedule extension at this time. Additionally, this delay does not affect the RSD.

Stadler has stated that material delay has held up the start of EMU manufacturing by approximately five weeks. It is believed that this lost time will be recovered and there will be no overall effect on arrival of the first trainset in Salt Lake City.

Table 7-1 Schedule Status

Progress Milestones Program Plan Schedule (November 2017)1 First Eight Miles of Electrification Complete to 11/21/2019 12/22/20192 Begin Testing Arrival of First Vehicle at JPB 07/29/2019 07/29/2019

PG&E Provides Permanent Power 09/09/2021 09/09/2021

Start Pre-Revenue Testing 09/10/2021 09/10/2021

RSD (w/o Risk Contingency) 12/09/2021 12/09/2021

RSD (w/ Risk Contingency) 04/22/2022 04/22/2022

FFGA RSD 08/22/2022 08/22/2022 Note: 1. Dates may shift slightly as the update of the November Progress Schedule is still in progress. 2. See “Notable Variances” above for explanation on date shift.

Schedule 7-1 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

Table 7-2 Critical Path Summary

Activity Start Finish PG&E Final Design and Construction to provide April 2016 09/09/2021 Permanent Power Pre-Revenue Testing 09/10/2021 12/09/2021 RSD w/out Risk Contingency1 12/09/2021 12/09/2021 RSD w/ Risk Contingency1 04/22/2022 04/22/2022 Note: 1. Milestone activity.

Table 7-3 Near-Term, Near-Critical with Less Than Three Months of Float

Work Breakdown Structure Activity Responsibility

Vehicles EMU Design Project Delivery

Schedule 7-2 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

8.0 BUDGET AND EXPENDITURES

The summary of overall budget and expenditure status for the PCEP is shown in the following tables. Table 8-1 reflects the Electrification budget, Table 8-2 reflects the EMU budget, and Table 8-3 reflects the overall project budget.

Table 8-1 Electrification Budget & Expenditure Status

Cost This Estimate To Estimate At Budget Current Budget Month Cost To Date Complete Completion Description of Work

1 2 (A) (B) (C) (D)3 (E) (F) = (D) + (E) ELECTRIFICATION Electrification4 $ 696,610,558 $ 696,696,030 $ 7,741,229 $ 178,504,519 $ 518,191,511 $ 696,696,030 SCADA $ - $ 3,446,917 $ - $ - $ 3,446,917 $ 3,446,917 Tunnel Modifications $ 11,029,649 $ 11,029,649 $ - $ - $ 11,029,649 $ 11,029,649 Real Estate $ 28,503,369 $ 28,503,369 $ 119,436 $ 11,238,816 $ 17,264,553 $ 28,503,369 Private Utilities $ 63,515,298 $ 63,515,298 $ 2,896,843 $ 11,452,188 $ 52,063,110 $ 63,515,298 Management Oversight5 $ 141,506,257 $ 141,526,164 $ 1,196,898 $ 77,139,547 $ 64,386,616 $ 141,526,164 Executive Management $ 7,452,866 $ 7,452,866 $ 141,096 $ 3,825,994 $ 3,626,872 $ 7,452,866 Planning $ 7,281,997 $ 7,281,997 $ 91,884 $ 5,028,770 $ 2,253,227 $ 7,281,997 Community Relations $ 2,789,663 $ 2,789,663 $ 42,462 $ 1,201,322 $ 1,588,341 $ 2,789,663 Safety & Security $ 2,421,783 $ 2,421,783 $ 69,216 $ 978,883 $ 1,442,900 $ 2,421,783 Project Mgmt Services $ 19,807,994 $ 19,807,994 $ 129,311 $ 8,655,865 $ 11,152,129 $ 19,807,994 Eng & Construction $ 11,805,793 $ 11,805,793 $ 245,468 $ 2,952,433 $ 8,853,360 $ 11,805,793 Electrification Eng & Mgmt6 $ 50,461,707 $ 50,461,707 $ 146,063 $ 21,893,563 $ 28,568,144 $ 50,461,707 IT Support $ 312,080 $ 331,987 $ - $ 331,987 $ 0 $ 331,987 Operations Support $ 1,445,867 $ 1,445,867 $ 25,576 $ 513,891 $ 931,976 $ 1,445,867 General Support $ 4,166,577 $ 4,166,577 $ 133,727 $ 2,180,560 $ 1,986,017 $ 4,166,577 Budget / Grants / Finance $ 1,229,345 $ 1,229,345 $ 57,401 $ 592,228 $ 637,117 $ 1,229,345 Legal $ 2,445,646 $ 2,445,646 $ 42,552 $ 2,423,791 $ 21,856 $ 2,445,646 Other Direct Costs $ 5,177,060 $ 5,177,060 $ 72,142 $ 2,226,902 $ 2,950,158 $ 5,177,060 Prior Costs 2002 - 2013 $ 24,707,878 $ 24,707,878 $ - $ 24,333,358 $ 374,520 $ 24,707,878 TASI Support $ 55,275,084 $ 55,275,084 $ 643,801 $ 5,192,529 $ 50,082,555 $ 55,275,084 Insurance $ 3,500,000 $ 4,305,769 $ - $ 2,555,769 $ 1,750,000 $ 4,305,769 Environmental Mitigations $ 15,798,320 $ 14,972,644 $ - $ 522,000 $ 14,450,644 $ 14,972,644 Required Projects $ 17,337,378 $ 17,337,378 $ 4,747 $ 371,775 $ 16,965,603 $ 17,337,378 Maintenance Training $ 1,021,808 $ 1,021,808 $ - $ - $ 1,021,808 $ 1,021,808 Finance Charges $ 5,056,838 $ 5,056,838 $ 117,968 $ 1,142,932 $ 3,913,906 $ 5,056,838 Contingency $ 276,970,649 $ 273,438,260 $ - $ - $ 234,729,958 $ 234,729,958 Forecasted Costs and Changes $ - $ - $ - $ - $ 38,708,302 $ 38,708,302 ELECTRIFICATION SUBTOTAL $ 1,316,125,208 $ 1,316,125,208 $ 12,720,922 $ 288,120,075 $ 1,028,005,133 $ 1,316,125,208 Notes regarding tables above: 1. “Current Budget” includes executed change orders and awarded contracts. 2. Column C "Cost This Month" represents the cost of work performed this month. 3. Column D "Cost To Date" includes actuals (amount paid) and accruals (amount of work performed) to date. 4. Cost To Date for “Electrification” includes 5% for Contractor’s retention until authorization of retention release. 5. The agency labor is actual through October 2017 and accrued for November 2017. 6. The lower accrued amount for Electrification Engineering & Management is result of lighter consultant support performed than forecasted in the previous reporting periods.

Budget and Expenditures 8-1 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

Table 8-2 EMU Budget & Expenditure Status

Current Estimate To Estimate At Budget Cost This Month Cost To Date Description of Work Budget Complete Completion

(A) (B)1 (C)2 (D)3 (E) (F) = (D) + (E) EMU $ 550,899,459 $ 550,954,459 $ - $ 60,716,941 $ 490,237,518 $ 550,954,459 CEMOF Modifications $ 1,344,000 $ 1,344,000 $ - $ - $ 1,344,000 $ 1,344,000 Management Oversight4 $ 64,139,103 $ 64,139,103 $ 889,678 $ 23,883,868 $ 40,255,235 $ 64,139,103 Executive Management $ 5,022,302 $ 5,022,302 $ 72,929 $ 2,399,080 $ 2,623,222 $ 5,022,302 Community Relations $ 1,685,614 $ 1,685,614 $ 3,302 $ 396,715 $ 1,288,899 $ 1,685,614 Safety & Security $ 556,067 $ 556,067 $ 15,591 $ 279,817 $ 276,250 $ 556,067 Project Mgmt Services $ 13,275,280 $ 13,275,280 $ 81,078 $ 5,739,367 $ 7,535,914 $ 13,275,280 Eng & Construction $ 89,113 $ 89,113 $ - $ 23,817 $ 65,296 $ 89,113 EMU Eng & Mgmt $ 32,082,556 $ 32,082,556 $ 555,557 $ 10,865,524 $ 21,217,032 $ 32,082,556 IT Support $ 1,027,272 $ 1,027,272 $ 15,119 $ 345,561 $ 681,711 $ 1,027,272 Operations Support $ 1,878,589 $ 1,878,589 $ - $ 277,200 $ 1,601,388 $ 1,878,589 General Support $ 2,599,547 $ 2,599,547 $ 61,768 $ 964,813 $ 1,634,734 $ 2,599,547 Budget / Grants / Finance $ 712,123 $ 712,123 $ 31,223 $ 337,710 $ 374,413 $ 712,123 Legal $ 1,207,500 $ 1,207,500 $ 5,615 $ 873,277 $ 334,223 $ 1,207,500 Other Direct Costs $ 4,003,139 $ 4,003,139 $ 47,497 $ 1,380,987 $ 2,622,152 $ 4,003,139 TASI Support $ 2,740,000 $ 2,740,000 $ - $ - $ 2,740,000 $ 2,740,000 Required Projects $ 4,500,000 $ 4,500,000 $ - $ - $ 4,500,000 $ 4,500,000 Finance Charges $ 1,941,800 $ 1,941,800 $ 72,303 $ 688,712 $ 1,253,088 $ 1,941,800 Contingency $ 38,562,962 $ 38,507,962 $ - $ - $ 38,736,702 $ 38,736,702 Forecasted Costs and Changes $ - $ - $ - $ - $ (228740) $ (228,740) EMU SUBTOTAL $ 664,127,325 $ 664,127,325 $ 961,981 $ 85,289,521 $ 578,837,804 $ 664,127,325 Notes regarding tables above: 1. “Current Budget” includes executed change orders and awarded contracts. 2. Column C "Cost This Month" represents the cost of work performed this month. 3. Column D "Cost To Date" includes actuals (amount paid) and accruals (amount of work performed) to date. 4. The agency labor is actual through October 2017 and accrued for November 2017.

Table 8-3 PCEP Budget & Expenditure Status

Estimate To Estimate At Description of Work Cost This Month Cost To Date Budget Current Budget Complete Completion

(A) (B)1 (C)2 (D)3 (E) (F) = (D) + (E) Electrification Subtotal $ 1,316,125,208 $ 1,316,125,208 $ 12,720,922 $ 288,120,075 $ 1,028,005,133 $ 1,316,125,208 EMU Subtotal $ 664,127,325 $ 664,127,325 $ 961,981 $ 85,289,521 $ 578,837,804 $ 664,127,325 PCEP TOTAL $ 1,980,252,533 $ 1,980,252,533 $ 13,682,903 $ 373,409,596 $ 1,606,842,937 $ 1,980,252,533 Notes regarding tables above: 1. Column B “Current Budget” includes executed change orders and awarded contracts. 2. Column C "Cost This Month" represents the cost of work performed this month. 3. Column D "Cost To Date" includes actuals (amount paid) and accruals (amount of work performed) to date.

Appendix D includes costs broken down by Standard Cost Code (SCC) format. This format is required for reporting of costs to the FTA. The overall project total in the SCC format is lower than the project costs in table 8-3. This is due to the exclusion of costs incurred prior to the project entering the Project Development phase.

Budget and Expenditures 8-2 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

9.0 CHANGE MANAGEMENT

The change management process establishes a formal administrative work process associated with the initiation, documentation, coordination, review, approval and implementation of changes that occur during the design, construction or manufacturing of the PCEP. The change management process accounts for impacts of the changes and ensures prudent use of contingency.

Currently the three PCEP contracts are BBII, Stadler, and SCADA. Future PCEP contracts such as CEMOF Modifications and the Tunnel Notching will also follow the change management process.

A log of all executed change orders can be found in Exhibit E.

Executed Contract Change Orders (CCO) This Month

Electrification Contract

Change Order Authority (5% of BBII Contract) 5% x $696,610,558 = $34,830,528

Date Description CCO Amount No changes executed this month

Total

EMU Contract

Change Order Authority (5% of Stadler Contract) 5% x $550,899,459 = $27,544,973

Date Description CCO Amount 11/02/2017 CCO 00003 – Car Level Water Tightness Test $0 11/03/2017 CCO 00005 – Design Progression (multiple) $0

Total $0

SCADA Contract

Change Order Authority (15% of ARINC Contract) 15% x $3,446,917 = $517,038

Date Description CCO Amount None to date

Total

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10.0 FUNDING

Figure 10-1 depicts a summary of the funding plan for the PCEP. It provides a breakdown of the funding partners as well as the allocated funds. As previously noted, the JPB received approval of the FFGA from the FTA in May 2017. The Agreement provides the project with a commitment of $647 million in federal funding, with $72.9 million available immediately. As previously noted, an additional $100 million in Fiscal Year 2017 funding has been made available by FTA through the annual apportionment process and those funds are now included as part of the FFGA.

Figure 10-1 Funding Plan

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11.0 RISK MANAGEMENT

The risk management process is conducted in an iterative fashion throughout the life of the project. During this process, new risks are identified, other risks are resolved or managed, and potential impacts and severity modified based on the current situation. The Risk Management team’s progress report includes a summary on the effectiveness of the Risk Management Plan, any unanticipated effects, and any correction needed to handle the risk appropriately.

The Risk Management team meets monthly to identify risks and corresponding mitigation measures. Each risk is graded based on the potential cost and schedule impacts they could have on the project. This collection of risks has the greatest potential to affect the outcome of the project and consequently is monitored most closely. For each of the noted risks, as well as for all risks on the risk register, mitigation measures have been identified and are being implemented. Progress in mitigating these risks is confirmed at monthly risk assessment meetings attended by project team management and through continuous monitoring of the Risk Management Lead.

The team has identified the following items as top risks for the project (see Appendix F for the complete Risk Table):

 BBII may be unable to develop grade crossing modifications that meet operational requirements prior to scheduled sub-system testing of the grade crossings.  Costs for upgrades to PG&E power stations may exceed the current budget.  A complex and diverse collection of major program elements may not be successfully integrated with existing operations and infrastructure.  Additional work in the form of signal/pole adjustments may be required to remedy sight distance impediments arising from modifications to original design.  Working PTC signal system may not be in place in advance of integrated testing and commissioning.  Design changes may necessitate additional implementation of environmental mitigations not previously budgeted.  Relocation of overhead utilities must precede installation of catenary wire and connections to TPSs. Relocation work will be performed by others and may not be completed to meet BBII’s construction schedule.  Collaboration across multiple disciplines may fail to comprehensively address all of the elements required to operate and maintain an electrified railroad and decommission the current diesel fleet.  BBII may be unable to get permits required by jurisdictions for construction in a timely manner.  Transit America Services, Inc. (TASI) may be unable to deliver sufficient resources to support construction and testing for the electrification contract.

Activity This Month

 Updates were made to risk descriptions, effects, and mitigations based upon weekly input from risk owners. Monthly cycle of risk updating was completed based on schedules established in the Risk Identification and Mitigation Plan.

Risk Management 11-1 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

 Risk retirement dates were updated based upon revisions to the project schedule and input from risk owners.  Continued weekly monitoring of risk mitigation actions and publishing of the risk register.  The Risk Management team attended Project Delivery and Systems Integration meetings to monitor developments associated with risks and to identify new risks.

Tables 11-1 and 11-2 show the risks identified for the program. Risks are categorized as top risk, upcoming risk, and all other risks. The categories are based on a rating scale composed of schedule and cost factors. Top risks are considered to have a significantly higher than average risk grade. Upcoming risks are risks for which mitigating action must be taken within 60 days. All other risks are risks not falling into other categories.

Table 11-1 Monthly Status of Risks

Total Number of Active Risks = 89

Risk Management 11-2 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

Table 11-2 Risk Classification

Total Number of Active Risks = 89

Activity Next Month

 Conduct weekly monitoring of risk mitigation actions and continue publishing risk register.  Update risk descriptions, effects, mitigations and retirement dates based on weekly monitoring.  Continue reviewing risks on project risk register with Systems Integration database.  Finalize Risk Identification and Mitigation Plan.

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12.0 ENVIRONMENTAL

12.1 Permits The PCEP requires environmental permits from the following agencies/federal regulations: Section 106 of the National Historic Preservation Act of 1966 (NHPA), Section 7 of the Endangered Species Act (ESA), United States Army Corps of Engineers, San Francisco Bay Regional Water Quality Control Board (SFWQCB), the California Department of Fish and Wildlife, and the San Francisco Bay Conservation Development Commission.

Section 106 of the NHPA process and Section 7 of the ESA process have concluded.

Activity This Month

 No permit updates occurred.

Activity Next Month

 No permit updates are planned.

12.2 Mitigation Monitoring and Reporting Program (MMRP) The California Environmental Quality Act (CEQA) requires that a Lead Agency establish a program to monitor and report on mitigation measures that it has adopted as part of the environmental review process. The PCEP team has prepared a MMRP to ensure that mitigation measures identified in the PCEP Environmental Impact Report (EIR) are fully implemented during project implementation. PCEP will implement the mitigation measures through its own actions, those of the DB contractor and actions taken in cooperation with other agencies and entities. The status of each mitigation measure in the MMRP is included in Appendix G.

Activity This Month

 Environmental compliance monitors were present during project activities (OCS pole foundation installation, potholing for utility location, ductbank installation, tree trimming/removal, etc.) occurring in areas that required monitoring. The monitoring was conducted in accordance with measures in the MMRP in an effort to minimize potential impacts on sensitive environmental resources.  Noise and vibration monitoring also occurred during project activities, and non- hazardous soil was removed from the Right of Way (ROW).  Pre-construction surveys for sensitive wildlife ahead of project activities occurred to help ensure no special-status species were impacted during project activities.  Environmentally Sensitive Area (ESA) staking and/or fencing occurred to delineate jurisdictional waterways and other potentially sensitive areas that should be avoided during upcoming construction activities, and wildlife exclusion fencing installation and monitoring occurred adjacent to portions of the alignment designated for wildlife exclusion fencing.  Silt fencing installation occurred at equipment staging areas in accordance with the project-specific Stormwater Pollution Prevention Plan.

Environmental 12-1 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

Activity Next Month

 Environmental compliance monitors will continue to monitor project activities occurring in areas that require monitoring in an effort to minimize potential impacts on sensitive environmental resources in accordance with the MMRP.  Noise and vibration monitoring of project activities will continue to occur and non- hazardous soil will continue to be removed.  Tree trimming and removal will continue in Segments 2 and 4, and biological surveyors will continue to conduct pre-construction surveys for sensitive wildlife species ahead of project activities.  Silt fencing installation will continue.  ESA staking will continue to occur to delineate jurisdictional waterways and other potentially sensitive areas that should be avoided during upcoming project activities.  Wildlife exclusion fencing will continue to be installed prior to upcoming construction activities adjacent to potentially suitable habitat for sensitive wildlife species.  Archaeological exploratory trenching will continue to occur prior to construction activities within culturally sensitive areas.

Environmental 12-2 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

13.0 UTILITY RELOCATION

Implementation of the PCEP requires relocation or rerouting of both public and private utility lines and/or facilities. Utility relocation will require coordination with many entities, including regulatory agencies, public safety agencies, federal, state, and local government agencies, private and public utilities, and other transportation agencies and companies. This section describes the progress specific to the utility relocation process.

Activity This Month

 Work continued with all utilities on review of overhead utility line relocations based on the current preliminary design.  Continued individual coordination with utility companies on relocation plans and schedule for incorporation with project master schedule.  Continued to work on relocation design review for PG&E and coordinate with PG&E on permitting and work planning.  Continued to work with Verizon to resolve the relocation of fiber optic cable within the Caltrain ROW. A temporary relocation method has been agreed by both parties for the installation of foundation. The project team will continue to work on the temporary relocation agreement for the project.  Provided PG&E support for first relocations in Segment 2 WA5.

Activity Next Month

 Continue to coordinate with utility owners on the next steps of relocations, including support of any required design information.  Update the relocation schedule as information becomes available from the utility owners.  Complete temporary relocation agreement with Verizon and continue to work on permanent relocation for the project.  Continue review of relocation design from PG&E and coordinate with PG&E on permitting and work planning for relocations.  Complete PG&E’s first relocations in Segment 2 WA5.

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14.0 REAL ESTATE

The PCEP requires the acquisition of a limited amount of real estate. In general, Caltrain uses existing ROWs for the PCEP, but in certain locations, will need to acquire small portions of additional real estate to expand the ROW to accommodate installation of OCS supports (fee acquisitions or railroad easements) and associated Electrical Safely Zones (easements). There are two larger full acquisition areas required for wayside facilitates. The PCEP Real Estate team manages the acquisition of all property rights. Caltrain does not need to acquire real estate to complete the EMU procurement portion of the PCEP.

Activity This Month

Table 14-1 below provides a brief summary of the Real Estate acquisition overview for the project.

 The Relocation team continues to work with the two commercial tenants on the Loop Bus site with the hope of helping them find a relocation site. Loop Bus has informed staff that they have identified a site and are making plans to move.  Surveying has begun for parcels and will support negotiations for Central Concrete and a majority of Segment 3 parcels.  Alternate locations are being analyzed for PS-2.  There are three active eminent domain actions in Segment 2, with other property owners either settling or in active negotiations to settle.  The remaining appraisals continued in Segments 1 and 3 and technical staff responded to a number of RFIs to support the appraisal process.

Activity Next Month

 Negotiations for all outstanding offers will continue.  The appraisal for the UPRR site in Segment 4 and for the PS-2 will be finalized and sent to FTA for concurrence.  The updated appraisal for the Loop Bus site will be sent to FTA for concurrence.  Appraisals in Segments 1 and 3 will be finalized.  Staff will present the results of the BBII redesign to Central Concrete and PG&E.

Real Estate 14-1 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

Table 14-1 Real Estate Acquisition Overview

Acquisition Status No. of No. of Offers Offers Eminent Segment Parcels Appraisals * Presented Accepted Escrow Domain Parcel Needed Completed Closed Action Possession Filed Segment 1 8 1 0 0 0 0 0 Segment 2 27 26 25 21 20 3 20 Segment 3 10 7 6 1 0 0 0 Segment 4 9 9 8 1 0 1 0 Total 55 43 39 23 20 4 20 Note: During design development, the real estate requirements may adjust to accommodate design refinements. Parcel requirements will adjust accordingly. The table in this report reflects the current property needs for the Project.

Status of Segment 2 and Segment 4 ROW Acquisition

 Segment 2 − Three eminent domain actions have been filed with possession expected in January 2018. − Exception: UPRR requested JPB follow their utility approval process. Once BBII finishes the catenary plan in this area, it will be submitted to UPRR. − Del Rio Trust signed for the appraised amount; paperwork being processed.  Segment 4 − The Loop Bus eminent domain actions were filed, providing access by February 2018. − One parcel agreed to terms and paperwork is being processed. − JPB working with BBII to redesign the poles that impact PG&E operations.

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15.0 THIRD PARTY AGREEMENTS

Third-party coordination is necessary for work impacting public infrastructure, utilities, ROW acquisitions, and others. The table below outlines the status of necessary agreements for the PCEP.

Table 15-1 Third-Party Agreement Status

Type Agreement Third-Party Status City & County of San Francisco Executed City of Brisbane Executed City of South San Francisco Executed City of San Bruno Executed City of Millbrae Executed City of Burlingame Executed City of San Mateo Executed City of Belmont Executed City of San Carlos Executed Construction & 1 City of Redwood City Executed Maintenance Governmental City of Atherton In Process Jurisdictions County of San Mateo Executed City of Menlo Park Executed City of Palo Alto In Process City of Mountain View Executed City of Sunnyvale Executed City of Santa Clara Executed County of Santa Clara Executed City of San Jose Executed San Francisco In Process Condemnation Authority San Mateo Executed Santa Clara Executed 2 Infrastructure PG&E Executed Utilities Operating Rules CPUC Executed Construction & Maintenance Bay Area Rapid Transit Executed3 Transportation Construction & Maintenance California Dept. of Transportation (Caltrans) Not needed4 & Railroad 3 Trackage Rights UPRR Executed Notes regarding table above: 1. Agreements memorialize the parties’ consultation and cooperation, designate respective rights and obligations and ensure cooperation between the JPB and the 17 cities and three counties along the Caltrain ROW and within the PCEP limits in connection with the design and construction of the PCEP. 2. The Master Agreement and Supplemental Agreements 1, 2, 3 and 5 have been executed. Supplemental Agreement 4 is the remaining agreement to be negotiated and executed. 3. Utilizing existing agreements. 4. Caltrans Peer Process utilized. Formal agreement not needed.

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16.0 GOVERNMENT AND COMMUNITY AFFAIRS

The Community Relations and Outreach team coordinates all issues with all jurisdictions, partner agencies, government organizations, businesses, labor organizations, local agencies, residents, community members, other interested parties, and the media. In addition, the team oversees the DB contractor’s effectiveness in implementing its Public Involvement Program. The following PCEP-related external affairs meetings took place this month:

Presentations/Meetings

 Pre-Construction Community Meeting: South San Francisco  Pre-Construction Community Meeting: San Jose/Santa Clara  South San Francisco City Council  Commute.org  Caltrain Bicycle Advisory Committee

Third Party/Stakeholder Actions

 Foundation and Pole Layout 100% Drawings shared with South San Francisco and San Bruno  Foundation and Pole Layout 95% Drawings shared with Santa Clara

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17.0 DISADVANTAGED BUSINESS ENTERPRISE (DBE) PARTICIPATION AND LABOR STATISTICS

The DB electrification contract has a DBE goal of 5.2% (or $36,223,749).

Payment Percentage

October Cumulative $2,136,581 0.31%

November $299,694 0.04%

Cumulative $2,436,275 0.35%

Upcoming DBE/Small Business Enterprise opportunities:

 Tunnel Modifications  CEMOF Facility Upgrades for EMUs  On-call Safety & Security Support for PCEP

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18.0 PROCUREMENT

Contract Activity

 No contract activity

Invitation for Bid (IFB)/Request for Qualifications (RFQ)/ Request for Proposals (RFP) Issued this Month:

 None

IFB/RFQ/RFP Received this Month:

 None

Contract Awards this Month:

 None

Work Directive (WD)/Purchase Order (PO) Awards & Amendments this Month:

 Multiple WDs & POs issued to support the program needs

In Process IFB/RFQ/RFP/Contract Amendments:

 RFP – 17-J-S-062 – On-Call Ambassador Support Services  RFP – 17-J-S-070 – On-Call Quality Assurance Independent Testing Laboratory  Memorandum of Understanding MOU – 18-J-P-065 – Purchase of Electric Locomotive – Mitsui  RFP – 18-J-S-066 – Overhaul Services of Electric Locomotive for PCEP – Amtrak

Upcoming Contract Awards:

 No upcoming contract awards

Upcoming IFB/RFQ/RFP:

 IFB – Tunnel Modifications  IFB – CEMOF Facility Upgrades for EMUs  RFP – On-Call Safety and Security Support for PCEP

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19.0 TIMELINE OF MAJOR PROJECT ACCOMPLISHMENTS

Below is a timeline showing major project accomplishments from 2001 to 2017:

Date Milestone 2001 Began federal National Environmental Policy Act (NEPA) Environmental Assessment (EA) / state EIR clearance process

2002 Conceptual Design completed

2004 Draft NEPA EA/EIR

2008 35% design complete

2009 Final NEPA EA/EIR and Finding of No Significant Impact (FONSI)

2014 RFQ for electrification RFI for EMU

2015 JPB approves final CEQA EIR JPB approves issuance of RFP for electrification JPB approves issuance of RFP for EMU Receipt of proposal for electrification FTA approval of Core Capacity Project Development

2016 JPB approves EIR Addendum #1: PS-7 FTA re-evaluation of 2009 FONSI Receipt of electrification best and final offers Receipt of EMU proposal Application for entry to engineering to FTA Completed the EMU Buy America Pre-Award Audit and Certification Negotiations completed with Stadler for EMU vehicles Negotiations completed with BBII, the apparent best-value electrification firm JPB approves contract award (LNTP) BBII JPB approves contract award (LNTP) Stadler FTA approval of entry into engineering for the Core Capacity Program Application for FFGA

2017 FTA finalized the FFGA for $647 million in Core Capacity funding, met all regulatory requirements including end of Congressional Review Period (February) FTA FFGA executed, committing $647 million to the project (May) JPB approves $1.98 billion budget for PCEP (June) Issued NTP for EMUs to Stadler (June 1) Issued NTP for electrification contract to BBII (June 19) Construction began (August) EMU manufacturing began (October) Issued NTP for SCADA to Rockwell Collins (October) Issued NTP for CEMOF Facility Upgrades to HNTP (November)

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APPENDICES

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Appendix A – Acronyms

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AIM Advanced Information EIR Environmental Impact Management Report

ARINC Aeronautical Radio, Inc. EOR Engineer of Record

BAAQMD Bay Area Air Quality EMU Electric Multiple Unit Management District ESA Endangered Species Act BBII Balfour Beatty Infrastructure, Inc. ESA Environmental Site Assessments CAISO California Independent System Operator FEIR Final Environmental Impact Report CalMod Caltrain Modernization Program FNTP Full Notice to Proceed

Caltrans California Department of FFGA Full Funding Grant Transportation Agreement

CDFW California Department of FONSI Finding of No Significant Fish and Wildlife Impact

CEMOF Centralized Equipment FRA Federal Railroad Maintenance and Administration Operations Facility FTA Federal Transit CEQA California Environmental Administration Quality Act (State) GO General Order CHSRA California High-Speed Rail Authority HSR High Speed Rail

CIP Capital Improvement Plan ICD Interface Control Document CPUC California Public Utilities Commission ITS Intelligent Transportation System CTC Centralized Traffic Control JPB Peninsula Corridor Joint DB Design-Build Powers Board

DBB Design-Bid-Build LNTP Limited Notice to Proceed

DBE Disadvantaged Business MMRP Mitigation, Monitoring, and Enterprise Reporting Program

DEMP Design, Engineering, and MOU Memorandum of Management Planning Understanding

EA Environmental MPS Master Program Schedule Assessment NCR Non Conformance Report EAC Estimate at Completion

Appendix A - Acronyms A-2 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

NEPA National Environmental ROW Right of Way Policy Act (Federal) RRP Railroad Protective NHPA National Historic Liability Preservation Act RSD Revenue Service Date NMFS National Marine Fisheries Service RWP Roadway Worker Protection NTP Notice to Proceed SamTrans San Mateo County Transit OCS Overhead Contact System District

PCEP Peninsula Corridor SCADA Supervisory Control and Electrification Project Data Acquisition

PCJPB Peninsula Corridor Joint SCC Standard Cost Code Powers Board SPUR San Francisco Bay Area PG&E Pacific Gas and Electric Planning and Urban Research Association PHA Preliminary Hazard Analysis SFBCDC San Francisco Bay Conservation Development PMOC Project Management Commission Oversight Contractor SFCTA San Francisco County PS Paralleling Station Transportation Authority

PTC Positive Train Control SFMTA San Francisco Municipal Transportation Authority QA Quality Assurance SFRWQCB San Francisco Regional QC Quality Control Water Quality Control QMP Quality Management Plan Board

QMS Quality Management SOGR State of Good Repair System SS Switching Station

RAMP Real Estate Acquisition SSCP Safety and Security Management Plan Certification Plan RE Real Estate SSMP Safety and Security RFI Request for Information Management Plan

RFP Request for Proposals SSWP Site Specific Work Plan

RFQ Request for Qualifications TASI Transit America Services Inc. ROCS Rail Operations Center System TBD To Be Determined TPS Traction Power Substation

Appendix A - Acronyms A-3 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

TVA Threat and Vulnerability Assessment

UPRR Union Pacific Railroad

USACE United States Army Corp of Engineers

USFWS U.S. Fish and Wildlife Service

VTA Santa Clara Valley Transportation Authority

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Appendix B – Funding Partner Meetings

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Funding Partner Meeting Representatives Updated July 25, 2017 Agency CHSRA MTC SFCTA/SFMTA/CCSF SMCTA VTA FTA Quarterly Meeting  Bruce Armistead  Anne Richman  Luis Zurinaga  April Chan  Jim Lawson  Boris Lipkin  Glen Tepke  Peter Skinner  Ben Tripousis (info only)  Ian Ferrier (info only)  Wai Siu (info only)

Funding Partners  Bruce Armistead  Trish Stoops  Luis Zurinaga  April Chan  Krishna Davey  Boris Lipkin  Peter Skinner Quarterly Meeting  Ben Tripousis  John Popoff Funding Oversight (monthly)  Ben Tripousis  Anne Richman  Anna LaForte  April Chan  Jim Lawson  Kelly Doyle  Glen Tepke  Maria Lombardo  Peter Skinner  Marcella Rensi  Kenneth Folan  Luis Zurinaga  Michael Smith  Monique Webster  Ariel Espiritu Santo Change Management Board  Bruce Armistead  Trish Stoops  Luis Zurinaga  Joe Hurley  Krishna Davey (monthly)  Boris Lipkin  Tilly Chang  Jim Lawson (info only)  Carol Lawson  Nuria Fernandez (info only) Master Program Schedule  Ian Ferrier  Trish Stoops  Luis Zurinaga  Joe Hurley  Jim Lawson Update (monthly)  Wai Siu Risk Assessment Committee  Ian Ferrier  Trish Stoops  Luis Zurinaga  Joe Hurley  Krishna Davey (monthly)  Wai Siu PCEP Delivery Coordination  Ian Ferrier  Trish Stoops  Luis Zurinaga  Joe Hurley  Krishna Davey Meeting (bi-weekly Systems Integration Meeting  Ian Ferrier  Trish Stoops  Luis Zurinaga  Joe Hurley  Krishna Davey (bi-weekly  Wai Siu

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Appendix C – Schedule

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MASTER PROGRAM SCHEDULE C16.02... _PCEP C16.02 Summary_MR FOR INTERNAL USE ONLY 12/18/17 13:30 # Activity Name Duration Start Finish 2014 2015 2016 2017 2018 2019 2020 2021 2022 23 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 1 MASTER PROGRAM SCHEDULE C16.02 2168d 05/01/14 A 08/22/22 2 MILESTONES 2112d 05/01/14 A 08/22/22 3 Start 0d 05/01/14 A 4 NEPA Reevaluation Complete 0d 02/11/16 A 5 LNTP to Electrification Contractor 0d 09/06/16 A 6 LNTP to Vehicle Manufacturer 0d 09/06/16 A 7 FTA Issues FFGA 0d 05/23/17 A 8 Segment 4 (Test Track) Complete 0d 01/13/20 9 Revenue Service Date (RSD) w/out Risk Contingency 0d 12/09/21 10 Revenue Service Date (RSD) w Risk Contingency (JPB Target) 0d 04/22/22 11 Revenue Service Date (RSD) w/ Risk Contingency (FFGA RSD) 0d 08/22/22 12 PLANNING / APPROVALS 957d 05/01/14 A 12/29/17 13 REAL ESTATE ACQUISITION 660d 11/05/15 A 06/12/18 14 SEGMENT 1 113d 01/04/18 06/12/18 15 SEGMENT 2 345d 08/04/16 A 12/14/17 16 SEGMENT 3 210d 07/06/17 A 05/02/18 17 SEGMENT 4 574d 11/05/15 A 02/09/18 18 OVERHEAD UTILITY RELOCATION 696d 03/10/17 A 12/06/19 19 SILICON VALLEY POWER (SVP) 241d 07/06/17 A 06/15/18 20 PG&E 491d 03/13/17 A 02/15/19 21 CITY OF PALO ALTO (CoPA) 577d 03/10/17 A 06/18/19 22 AT&T 696d 03/10/17 A 12/06/19 23 PG&E INFRASTRUCTURE 1151d 03/01/17 A 09/09/21 24 INTERCONNECT (Supporting TPS-2) 372d 03/01/17 A 08/15/18 25 INTERIM POWER 265d 08/01/17 A 08/15/18 26 DESIGN & PERMITTING 151d 08/01/17 A 03/06/18 27 CONSTRUCTION 115d 03/06/18 08/15/18 28 PERMANENT POWER 1044d 08/01/17 A 09/09/21 29 DESIGN & PERMITTING 369d 08/01/17 A 01/15/19 30 CONSTRUCTION 675d 01/16/19 09/09/21 31 SCADA 999d 03/30/15 A 03/05/19 32 PREPARE SOLE SOURCE & AWARD 649d 03/30/15 A 10/16/17 A 33 DESIGN 232d 10/16/17 A 09/14/18 34 INSTALLATION & TEST 118d 09/17/18 03/05/19 35 CEMOF 490d 11/16/17 A 10/23/19 36 DESIGN 93d 11/16/17 A 03/30/18 37 BID & AWARD 111d 04/02/18 09/06/18 38 CONSTRUCTION 270d 10/01/18 10/23/19 39 TUNNEL MODIFICATION 1312d 10/31/14 A 01/03/20 40 DESIGN 802d 10/31/14 A 12/29/17 41 BID & AWARD 107d 01/02/18 05/31/18 42 CONSTRUCTION 381d 07/03/18 01/03/20 43 ELECTRIC LOCOMOTIVE 460d 03/01/17 A 12/04/18 44 BID & AWARD 283d 03/01/17 A 03/30/18 45 REHAB / TEST/ TRAIN / SHIP 172d 04/02/18 12/04/18 46 EMU 1907d 05/01/14 A 08/20/21 47 DEVELOP RFP, BID & AWARD 612d 05/01/14 A 09/02/16 A 48 DESIGN 870d 09/06/16 A 01/06/20 49 PROCUREMENT (Material) 806d 01/16/17 A 02/17/20 50 MANUFACTURING 970d 12/04/17 08/20/21 51 TRAINSET 1 641d 12/04/17 05/18/20 52 TRAINSET 2 642d 01/09/18 06/24/20 53 TRAINSET 3 550d 05/28/18 07/03/20

Actual Level of Effort Progress Critical Prog Plan (C16.00) Risk Contingency Page 1 of 2 NOVEMBER SCHEDULE UPDATE IS DRAFT UNTIL FINALIZED AT Prog Plan (C16.00) Remaining Start Milestone Last Months Update DECEMBER MONTH END Last Months Update Near Critical Finish Milestone Critical Milestone Filename: _C16.02 121417... MASTER PROGRAM SCHEDULE C16.02... _PCEP C16.02 Summary_MR FOR INTERNAL USE ONLY 12/18/17 13:30 # Activity Name Duration Start Finish 2014 2015 2016 2017 2018 2019 2020 2021 2022 23 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 54 TRAINSET 4 515d 08/27/18 08/14/20 55 TRAINSET 5 490d 11/12/18 09/25/20 56 TRAINSET 6 445d 01/28/19 10/09/20 57 TRAINSET 7 420d 04/01/19 11/06/20 58 TRAINSET 8 410d 05/13/19 12/04/20 59 TRAINSET 9 415d 06/24/19 01/22/21 60 TRAINSET 10 395d 08/19/19 02/19/21 61 TRAINSET 11 390d 09/30/19 03/26/21 62 TRAINSET 12 370d 11/11/19 04/09/21 63 TRAINSET 13 370d 01/06/20 06/04/21 64 TRAINSET 14 360d 02/17/20 07/02/21 65 TRAINSET 15 350d 03/30/20 07/30/21 66 TRAINSET 16 340d 05/04/20 08/20/21 67 TESTING & STARTUP 247d 09/10/21 08/22/22 68 PRE-REVENUE TESTING 63d 09/10/21 12/09/21 69 REVENUE OPERATIONS 180d 12/09/21 08/22/22 70 Revenue Service Date (RSD) w/out Risk Contingency 0d 12/09/21 71 Revenue Service Date (RSD) w Risk Contingency (JPB Target) 0d 04/22/22 72 Revenue Service Date (RSD) w/ Risk Contingency (FFGA RSD) 0d 08/22/22 73 RISK CONTINGENCY 256d 12/10/21 08/22/22 74 ELECTRIFICATION SCHEDULE (BB) 120117 1780d 07/07/16 A 01/24/21 75 PCEP Baseline WBS Structure 1780d 07/07/16 A 01/24/21 76 General 1780d 07/07/16 A 01/24/21 77 Permits 537d 06/19/17 A 12/07/18 78 Design 1715d 09/06/16 A 01/23/21 79 All Work Areas 1715d 09/06/16 A 01/23/21 80 Segment 2 WA 5 546d 09/07/16 A 01/29/18 81 Segment 2 WA 4 & 5 486d 11/16/16 A 02/12/18 82 Segment 2 WA 4 505d 09/07/16 A 12/22/17 83 Segment 2 & 4 624d 09/07/16 A 04/11/18 84 Segment 4 1251d 09/12/16 A 11/23/19 85 Segment 2 574d 09/07/16 A 02/24/18 86 Segment 2 WA's 1, 2 ,& 3 625d 10/12/16 A 05/18/18 87 Segment 1 & 3 890d 09/19/16 A 12/27/18 88 Segment 1 920d 11/09/16 A 03/17/19 89 Segment 3 759d 01/23/17 A 12/31/18 90 Procurement 1179d 01/30/17 A 02/03/20 91 All Work Areas 1151d 01/30/17 A 01/08/20 92 Segment 4 203d 01/05/18 07/13/18 93 Segment 2 693d 06/19/17 A 03/26/19 94 Segment 1 742d 02/15/18 01/08/20 95 Segment 3 775d 02/11/18 02/03/20 96 Construction/Installation 1633d 11/22/16 A 01/23/21 97 All Work Areas 1633d 11/22/16 A 01/23/21 98 Segment 4 (6.6 Mi) 1160d 03/06/17 A 02/21/20 99 Segment 2 (21.1 Mi) 1356d 04/11/17 A 09/28/20 100 Segment 1 (8 Mi) 1116d 05/31/17 A 04/07/20 101 Segment 3 (15.4 Mi) 1233d 06/21/17 A 08/14/20 102 Testing & Commissioning 661d 02/28/19 11/06/20 103 All Work Areas 403d 10/28/19 11/06/20 104 Segment 4 523d 02/28/19 06/29/20 105 Segment 2 123d 04/05/19 02/13/20 106 Segment 1 49d 12/21/19 02/15/20 107 Segment 3 38d 02/07/20 05/31/20

Actual Level of Effort Progress Critical Prog Plan (C16.00) Risk Contingency Page 2 of 2 NOVEMBER SCHEDULE UPDATE IS DRAFT UNTIL FINALIZED AT Prog Plan (C16.00) Remaining Start Milestone Last Months Update DECEMBER MONTH END Last Months Update Near Critical Finish Milestone Critical Milestone Filename: _C16.02 121417... Peninsula Corridor Electrification Project Monthly Progress Report

Appendix D – Standard Cost Codes

Appendix D – SCC November 30, 2017

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Approved Estimate To Estimate At Cost This Month Cost To Date Budget Complete Completion Description of Work (A) (B) (C) (D) (E) = (C) + (D) 10 ‐ GUIDEWAY & TRACK ELEMENTS $14,256,739 $0 $0 $14,256,739 $14,256,739 10.02 Guideway: At‐grade semi‐exclusive (allows cross‐traffic) $2,500,000 $0 $0 $2,500,000 $2,500,000 10.07 Guideway: Underground tunnel $8,110,649 $0 $0 $8,110,649 $8,110,649 10.07 Allocated Contingency $3,646,090 $0 $0 $3,646,090 $3,646,090 30 ‐ SUPPORT FACILITIES: YARDS, SHOPS, ADMIN. BLDGS $2,265,200 $0 $0 $2,265,200 $2,265,200 30.03 Heavy Maintenance Facility $1,344,000 $0 $0 $1,344,000 $1,344,000 30.03 Allocated Contingency $421,200 $0 $0 $421,200 $421,200 30.05 Yard and Yard Track $500,000 $0 $0 $500,000 $500,000 40 ‐ SITEWORK & SPECIAL CONDITIONS $255,072,402 $3,670,101 $52,396,393 $231,878,676 $284,275,069 40.01 Demolition, Clearing, Earthwork $3,077,685 $0 $170,000 $2,907,685 $3,077,685 40.02 Site Utilities, Utility Relocation $62,192,517 $2,977,550 $9,451,439 $72,741,078 $82,192,517 40.02 Allocated Contingency $25,862,000 $0 $0 $25,362,000 $25,362,000 40.03 Haz. mat'l, contam'd soil removal/mitigation, ground water treatments $2,200,000 $0 $0 $2,200,000 $2,200,000 40.04 Environmental mitigation, e.g. wetlands, historic/archeologic, parks $32,579,208 $48,750 $190,125 $32,489,083 $32,679,208 40.05 Site structures including retaining walls, sound walls $568,188 $0 $0 $568,188 $568,188 40.06 Pedestrian / bike access and accommodation, landscaping $804,933 $0 $0 $804,933 $804,933 40.07 Automobile, bus, van accessways including roads, parking lots $284,094 $0 $0 $284,094 $284,094 40.08 Temporary Facilities and other indirect costs during construction $107,343,777 $643,801 $42,584,829 $74,361,615 $116,946,444 40.08 Allocated Contingency $20,160,000 $0 $0 $20,160,000 $20,160,000 50 ‐ SYSTEMS $502,706,079 $1,105,942 $9,260,379 $489,196,149 $498,456,528 50.01 Train control and signals $97,589,149 $0 $1,000,000 $98,389,149 $99,389,149 50.01 Allocated Contingency $1,651,000 $0 $0 0 0 50.02 Traffic signals and crossing protection $23,879,905 $0 $0 $23,879,905 $23,879,905 50.02 Allocated Contingency $1,140,000 $0 $0 $1,140,000 $1,140,000 (1) 50.03 Traction power supply: substations $70,671,121 ‐$36,375 $2,912,478 $67,758,643 $70,671,121 50.03 Allocated Contingency $28,464,560 $0 $0 $28,464,560 $28,464,560 50.04 Traction power distribution: catenary and third rail $253,683,045 $1,142,317 $5,347,901 $251,169,293 $256,517,194 50.04 Allocated Contingency $18,064,000 $0 $0 $10,831,300 $10,831,300 50.05 Communications $5,455,000 $0 $0 $5,455,000 $5,455,000 50.07 Central Control $2,090,298 $0 $0 $2,090,298 $2,090,298 50.07 Allocated Contingency $18,000 $0 $0 $18,000 $18,000 60 ‐ ROW, LAND, EXISTING IMPROVEMENTS $35,675,084 $119,335 $9,120,593 $26,554,491 $35,675,084 60.01 Purchase or lease of real estate $25,927,074 $119,335 $9,096,395 $16,830,679 $25,927,074 60.01 Allocated Contingency $8,748,010 $0 $0 $8,748,010 $8,748,010 60.02 Relocation of existing households and businesses $1,000,000 $0 $24,198 $975,803 $1,000,000 70 ‐ VEHICLES (96) $625,599,147 $887,038 $78,982,113 $546,720,294 $625,702,407 70.03 Commuter Rail $589,222,291 $887,038 $78,982,113 $510,011,439 $588,993,551 70.03 Allocated Contingency $9,472,924 $0 $0 $9,804,924 $9,804,924 70.06 Non‐revenue vehicles $8,140,000 $0 $0 $8,140,000 $8,140,000 70.07 Spare parts $18,763,931 $0 $0 $18,763,931 $18,763,931 80 ‐ PROFESSIONAL SERVICES (applies to Cats. 10‐50) $325,532,351 $7,710,217 $172,236,877 $157,877,158 $330,114,034 80.01 Project Development $130,350 $0 $280,180 ‐$149,830 $130,350 80.02 Engineering (not applicable to Small Starts) $181,346,859 $6,402,745 $133,261,929 $52,396,450 $185,658,380 80.02 Allocated Contingency $1,742,144 $0 $0 $1,952,341 $1,952,341 80.03 Project Management for Design and Construction $72,910,901 $1,381,828 $31,078,086 $41,892,780 $72,970,866 80.03 Allocated Contingency $9,270,000 $0 $0 $9,270,000 $9,270,000 80.04 Construction Administration & Management (2) $23,677,949 ‐$121,755 $2,320,554 $21,357,395 $23,677,949 80.04 Allocated Contingency $19,537,000 $0 $0 $19,537,000 $19,537,000 80.05 Professional Liability and other Non‐Construction Insurance $4,305,769 $0 $2,555,769 $1,750,000 $4,305,769 80.06 Legal; Permits; Review Fees by other agencies, cities, etc. $6,341,599 $42,652 $2,735,611 $3,605,988 $6,341,599 80.06 Allocated Contingency $556,000 $0 $0 $556,000 $556,000 80.07 Surveys, Testing, Investigation, Inspection $3,287,824 $4,747 $4,747 $3,283,077 $3,287,824 80.08 Start up $1,797,957 $0 $0 $1,797,957 $1,797,957 80.08 Allocated Contingency $628,000 $0 $0 $628,000 $628,000 Subtotal (10 ‐ 80) $1,761,107,001 $13,492,633 $321,996,354 $1,468,748,707 $1,790,745,061 90 UNALLOCATED CONTINGENCY (5) $162,565,295 $0 $0 $132,927,235 $132,927,235 Subtotal (10 ‐ 90) $1,923,672,296 $13,492,633 $321,996,354 $1,601,675,942 $1,923,672,296 100 FINANCE CHARGES $6,998,638 $190,270 $1,831,643 $5,166,995 $6,998,638 Total Project Cost (10 ‐ 100) $1,930,670,934 $13,682,903 $323,827,997 $1,606,842,937 $1,930,670,934

Notes: (1) 50.03 ‐ Negative accrued amount is reported in November 2017 and is result of adjustment of retention amount for Electrification contractor. (2) 80.04 ‐ Negative accrued amount is reported in November 2017 and is result of lighter consultant support performed than forecasted in the previous periods.

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Peninsula Corridor Electrification Project Monthly Progress Report

Appendix E – Change Order Logs

Appendix E – Change Order Logs November 30, 2017

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Peninsula Corridor Electrification Project Monthly Progress Report

Change Order Logs

Electrification Contract

Change Order Authority (5% of BBII Contract) 5% x $696,610,558 = $34,830,528 Percent of Remaining Date Description CCO Amount Authority1 Authority 08/31/2017 CCO 00001 – Track Access Delays for 2016, Quarter 4 $85,472

Total $85,472 0.25% $34,745,056 Notes: 1. When the threshold of 75% is reached, staff may return to the Board to request additional authority.

EMU Contract

Change Order Authority (5% of Stadler Contract) 5% x $550,899,459 = $27,544,973 Percent of Remaining Date Description CCO Amount Authority1 Authority CCO 00001 – Contract General Specification and Special 09/22/2017 Provision Clean-up $0 10/27/2017 CCO 00002 – Prototype Seats and Special Colors $55,000 11/02/2017 CCO 00003 – Car Level Water Tightness Test $0 11/03/2017 CCO 00005 – Design Progression (multiple) $0

Total $55,000 0.20% $27,489,973 Notes: 1. When the threshold of 75% is reached, staff may return to the Board to request additional authority.

SCADA Contract

Change Order Authority (15% of ARINC Contract) 15% x $3,446,917 = $517,038 Percent of Remaining Date Description CCO Amount Authority1 Authority None to date

Total $0 0% $517,038 Notes: 1. When the threshold of 75% is reached, staff may return to the Board to request additional authority.

Appendix E – Change Order Logs E-1 November 30, 2017

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Peninsula Corridor Electrification Project Monthly Progress Report

Appendix F – Risk Table

Appendix F – Risk Table November 30, 2017

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Peninsula Corridor Electrification Project Monthly Progress Report

Listing of PCEP Risks and Effects in Order of Severity

ID RISK DESCRIPTION EFFECT(S) BBII may be unable to develop grade Crossing operations will not be acceptable crossing modifications that meet regulatory to CPUC and FRA and therefore delay 279 requirements prior to scheduled testing and commissioning. commissioning of the system. Costs for upgrades to PG&E power stations Additional project costs; potential delay to 101 may exceed the current budget. revenue service date. A complex and diverse collection of major Proposed changes resulting from program elements and current Caltrain electrification may not be fully and properly 223 capital works projects may not be integrated into existing system. successfully integrated with existing operations and infrastructure. Additional work in the form of signal/pole Add repeater signals, design duct bank adjustments may be required to remedy would result in increased design and 281 sight distance impediments arising from construction costs. modifications to original design. Working PTC signal system may not be in Integrated testing cannot be conducted place in advance of integrated testing and without PTC in place to permit operation of commissioning. vehicles on tracks. 100 Delays to completion of signal system could result in conflicts with PTC testing and PCEP construction and integrated testing. Potential for claims for D/B contractor. Design changes may necessitate additional Increased cost for environmental measures 287 implementation of environmental and delays to construct and overall delay in mitigations not previously budgeted. construction schedule. Relocation of overhead utilities must Delay in progress of catenary installation precede installation of catenary wire and resulting in claims and schedule delay. connections to TPSs. Relocation work will 67 be performed by others and may not be completed to meet BBII’s construction schedule. Collaboration across multiple disciplines to Delay in testing of EMUs. Delay in RSD. develop a customized rail activation Additional costs for Stadler and BBII due to program may fail to comprehensively overall schedule delays. 263 address the full scope of issues required to operate and maintain an electrified railroad and decommission the current diesel fleet. BBII may be unable to get permits required Additional cost and time resulting from 276 by jurisdictions for construction in a timely delays to construction. manner. TASI may be unable to deliver sufficient Testing delayed. Additional construction resources to support construction and costs. 209 testing for the electrification contract. Change order for extended vehicle acceptance.

Appendix F – Risk Table F-1 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

ID RISK DESCRIPTION EFFECT(S) UPRR does not accept catenary pole Delay to construction and additional costs offsets from centerline of track for redesign and ROW acquisition. 294 necessitating further negotiation or relocation of poles. Balfour Beatty needs to build TP2 and Delay in testing and increased costs. Interconnection in time for PG&E to supply power in time to support testing. • Date is December 2018 to support contractor’s schedule. 241 • Interim power was mitigation to providing permanent power.

Risk of PG&E delay in interim power availability. Timely resolution of 3rd party design review Delay to completion of design and 247 comments to achieve timely approvals. associated additional labor costs. Modifications to the Centralized Traffic Failure to follow the DB Management Control system hardware and software and process will result in major interruption to 257 Back Office Server database and systems train service and overall capital projects to support DB must be completed in time delay. for cutover and testing. Additional property acquisition is New project costs and delays to schedule. 267 necessitated by design changes. Potential that vehicles will not receive timely Delays to completion of construction and notification of compliance from FRA. Most additional cost to changes in design. significant issues include: 268 • Placement of windows as emergency exits. • Compliance with acceptable alternate crash management standards. Unable to acquire property required to build Extensive redesign of existing and future 213 PS-2. facilities and utilities resulting in potential delay an additional cost to DB contractor. Property not acquired in time for contractor Potential delays in construction schedule. to do work.

Property Acquisition not complete per contractor availability date. 240 <>Fee <>Easement <>Contract stipulates that if parcels are not available by contract date, there is only a delay if parcels are not available by the time contractor completes the segment.

Appendix F – Risk Table F-2 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

ID RISK DESCRIPTION EFFECT(S) Relocation of underground utilities must Delay in installation of catenary poles precede construction of catenary pole resulting in claims and schedule delay. foundations. Potholing will identify any need for revisions to pole placement, which CBOSS FOC conflicts additional costs and may result in a need for additional ROW or delays include: relocation of the utility by others. 1. Potholing 2. Design 3. OCS materials 64 4. Encasement 5. ROW

JPB Signal Cable conflicts additional costs and delays include: 1. Trenching 2. Splicing 3. Cable Other capital improvement program Schedule delay as resources are allocated projects compete with PCEP for track elsewhere, won’t get track time, sequencing 115 access allocation and requires design requirements may delay PCEP coordination (design, coordination, construction, track access requirements integration). must be coordinated. Installation of electrification infrastructure Cost and schedule impacts resulting from may require the relocation of signals, which the design, construction, and testing of 174 would affect the block design. modified signal system and review of revised block design. Risk that CBOSS is not certified by FRA in Schedule delay. time for integrated testing. 184 Additional costs associated with design revisions necessary to secure Type Approval. EMU Contractor's facility is not completed Delay in commencement of assembly of 260 before needed for vehicle assembly. EMUs delaying final delivery and system- wide testing. EMU electromechanical emissions and Changes on the EMU and/or signal system 261 track circuit susceptibility are incompatible. require additional design and installation time and expense. Configuration changes from other capital Potential increase or decrease in final projects could necessitate changes to construction cost for electrification; 262 electrification design. additional cost for rework of completed construction; delays to overall project schedule due to inefficiencies. PG&E must deliver interim power in time for Delay in testing and increased costs. 265 testing for Balfour testing. Inadequate DB labor to support multiple Additional cost and time. 277 work segments.

Appendix F – Risk Table F-3 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

ID RISK DESCRIPTION EFFECT(S) Field equipment installed by D/B contractor Could require the acquisition and may not communicate with the Central installation of additional equipment at 280 Control Facility (CCF), the Back-Up Central BCCF and CCF. Could therefore require Control Facility (BCCF) through SCADA additional cost and time. and function as designed. Potential for inflation, (except with respect Higher cost. 285 to Maintenance Option) to increase contractor costs. Potential for wage escalation, (except for Higher cost. 286 Maintenance Option) to increase contractor costs. UPRR may not complete review of BBII Delays to completion of design and claims design in accordance with agreed deadlines for delay. 136 (90 days in Segment 4, 60 days in other segments). JPB's ability to deliver work windows to Delays to construction schedule and 242 contractor as dictated per contract. associated delay claims. Lack of O&M support for testing and/or • Testing delayed. vehicle operations. • Change order for extended vehicle acceptance. 56 Includes operational readiness and personnel hired and scheduled to be trained. Construction safety program fails to Work stoppages due to safety incidents 88 sufficiently maintain safe performance. resulting in schedule delay and additional labor costs. Unanticipated costs to provide alternate Cost increase. 161 service (bus bridges, etc.) during rail service disruptions. Risk that municipal reviews take additional Possible delay to: time due to absence of municipal (1) to design review; 179 agreement. (2) permit issuance; (3) construction within local jurisdiction right of way. Installation and design of new duct bank Schedule - Delay. May need to use takes longer because of UPRR condemnation authority to acquire coordination. easement. 183

Cost - Additional cost for PG&E to make connections increasing project costs. Potential for municipalities to request Delay to project schedule in negotiating betterments as part of the electrification betterments as part of the construction project. within municipalities and associated 250 increased cost to the project as no betterments were included in the project budget.

Appendix F – Risk Table F-4 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

ID RISK DESCRIPTION EFFECT(S) Work on 25th Avenue Grade Separation Increased cost for BBII as catenary Project could delay Balfour construction construction in this section was anticipated schedule. to be constructed under the 25th Avenue 259 Grade Separation Project. Potential delays in construction schedule. Risk is delay to BBI. Relocation of Verizon must precede Delay in progress of catenary installation installation of foundations and connections resulting in claims and schedule delay. 266 to TPSs. Relocation work will be performed by others and may not be completed to meet BBII’s construction schedule. OCS poles or structures as designed by Additional ROW take, additional cost and 270 Contractor fall outside of JPB ROW. time. Unexpected restrictions could affect Reduced production rates. construction progress: Delay. <> night work 82 <> noise <> local roads <> local ordinances Coordination of electrification design with Qualified individuals may not be available. 119 Operations. Training may take longer than anticipated. Risk that existing conditions of Caltrans- Delays while negotiating and executing an owned bridges will not support bridge operation and maintenance agreement for barriers. The existing bridge conditions and equipment installed on bridges; induced structural systems are unknown and may current has potential to corrode bridge not support mounting new work. resulting in additional costs to PCEP. <>Design exceptions necessary w/ Caltrans <>History of slow response time w/ Caltrans <>Contractor is responsible for design, 253 approval, and fabrication <>Risk is inability to make attachments to bridge due to bridge being in some state of disrepair

Overhead bridge barriers need to be attached to existing bridges. Structural condition of bridge is unknown resulting in technical difficulties in attaching the barrier to the bridge. Need for unanticipated, additional ROW for Delay while procuring ROW and additional 78 new signal enclosures. ROW costs. Potential for encountering unidentified or Additional cost and time to acquire ROW by unknown private crossings along the condemnation. corridor. 154

Could impose unanticipated rights or requirements on the design.

Appendix F – Risk Table F-5 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

ID RISK DESCRIPTION EFFECT(S) Electrification facilities could be damaged Delay in commencing electrified operations. 171 during testing. Introduction of electrified train service will Safety hazards resulting in incidents that require training of first responders in delay construction and increase labor cost. working in and around the rail corridor. The Delays in RSD until training is completed as new vehicles will be considerably quieter requirement of safety certification process. than the existing fleet and the presence of high voltage power lines will require new 195 procedures for emergency response. A new training program will need to be developed and disseminated for: • Fire, police, and first responders • Local communities • Schools Subcontractor and supplier performance to Delay to production schedule resulting in meet aggressive schedule. increased soft costs and overall project 251 <>Potential issue meeting Buy America schedule delay. requirements. Need for additional construction easements Additional cost and time. 271 beyond that which has been provided for Contractor proposed access and staging. Final design based upon actual Geotech Could require changes. 272 conditions. Independent checker finds errors in signal Additional cost and time. 288 design and technical submittals. Coordination and delivery of permanent Can't test resulting in delays to schedule power for power drops for everything and associated additional project costs. 289 except traction power substations along alignment. Order/manufacture of long lead items prior Design change and/or delays. 291 to 100% IFC design document that proves to be incorrect. A physically large UPS will be required. Requisite backup capacity units under There is a risk it will not fit in the spaces design criteria could result in the need for 292 allotted to communications work within the larger unit than originally planned resulting buildings. in design and fabrication changes and associated schedule delays and costs. Potential for vehicle delivery to be Delay in production of vehicle with hampered by international conflict; market associated cost implications. 19 disruption; labor strikes at production facility. Full complement of EMUs not available Late delivery impacts revenue service date. 42 upon initiation of electrified revenue service. Number of OCS pole installation is Delay. significant. Any breakdown in sequencing 150 of operations or coordination of multiple crews will have a substantial effect on the project.

Appendix F – Risk Table F-6 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

ID RISK DESCRIPTION EFFECT(S) Failure of BBiI to submit quality design and Delays to project schedule and additional technical submittals in accordance with costs for preparation and review of 245 contract requirements. submittals. • $3-$5M/month burn rate for Owner’s team during peak Failure of BBII to order/manufacture long Delays to project schedule and additional 252 lead items prior to 100% IFC design cost for contractor and JPB staff time. document approval by JPB. Design coordination with other capital Rework resulting in cost increases and 264 improvement projects is required. schedule delays. Delays in parts supply chain result in late Delay in obtaining parts / components. completion of vehicles. Cost increases. (See Owner for allocation of costs). 10 Schedule increase - three months (See Owner for allocation of damages associated with this Risk). Potential for electromagnetic interference Increased cost due to mitigation. 12 (EMI) to private facilities with sensitive Potential delay due to public protests or electronic equipment caused by vehicles. environmental challenge. Leadership and / or key personnel changes Cost Increase. with car builder results in delays to Schedule Increase – not supported by a 50 completion of design and manufacture of TIA. vehicles. 51 Damage during delivery of first six EMUs. Schedule delay. Infrastructure not ready for vehicles (OCS, Increases cost if done off property. 54 TPS, Commissioning site / facility). Potential need for additional construction Increased cost. easements. Especially for access and laydown areas. Delay. 69 Contractor could claim project is not constructible and needs more easements after award. Unanticipated HazMat or contaminated hot Increased cost for clean-up and handling of spots encountered during foundation materials and delay to schedule due to 87 excavations for poles, TPSS, work at the HazMat procedures. yards. Unanticipated subsurface conditions Delay to take actions to remedy conditions affecting pole or TPS installation. or relocate foundations. 93 Increased cost for design and construction of remediation.

Appendix F – Risk Table F-7 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

ID RISK DESCRIPTION EFFECT(S) Potential that DB contractor will have Delay. insufficient field resources (personnel or equipment) to maintain aggressive schedule.

Multiple segments will need to be under design simultaneously.

106 Labor pool issue. 32 qualified linemen will be needed. Potential there is not enough available. Big storm damage anywhere in US will draw from the pool to make line repairs.

Possible shortages with other specialty crafts as well. Wayside signal / pole adjustments to avoid Change order. 146 sighting distance problems. Potential impact to advancing construction Minor disruption of the construction work. 148 within the vicinity of any cultural finds that are excavated. Public could raise negative concerns Increased cost to mitigate: regarding wheel/rail noise. <> grind rails 151 <> reprofile wheels <> sound walls Compliance with Buy America requirements •Increased cost. for third party utility relocations. • Delay.

<>Utility relocations covered under existing Caltrain agreements that require utilities to move that will not have effect on project cost - will not be Buy America. <>Installation of new equipment inside 182 PG&E substations that will provide all PG&E customers, about 1/6 of that provides power to our system - is upgrade that benefits all customers subject to Buy America requirements, is it 1/6th, or 100%. <>Risk is substation not relocations. <>Substation equipment is available domestically, has 6 month longer lead time and increased cost of 20%. EMUs will need I-ITCS equipment that is Could drive up price because the car 189 compatible with wayside equipment. Same builder may not be a priority customer. supplier thereby reducing the risk.

Appendix F – Risk Table F-8 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

ID RISK DESCRIPTION EFFECT(S) Environmental compliance during Delay. construction. Failure to meet the Cost increase. 192 commitments contained within the PCEP EA, FEIR and permit conditions. JPB needs and agreement with each city in Not completing the grade crossing which catenary will be strung over an diagnostics and getting agreement from the existing grade crossing (17 in all) under GO cities on the results can result in delays to 88 (grade crossings). These agreements necessary approvals for the project and 237 must be executed subsequent to installing revenue service. overhead catenary. JPB is preparing a response to CPUC while working with the cities. Delays in reaching agreement could have impacts on schedule and budget. Third party coordination Delays in approvals resulting in project <>Jurisdictions, Utilities, UP, Contractors. schedule delays and associated costs. 248 <>D/B needs to provide timely information to facilitate 3rd party coordination. <>Risk is for construction. Coordination and delivery of permanent Delays in completion of construction and 249 power for power drops along alignment. testing with associated increase in costs. Potential that bridge clearance data are Results in additional design and 254 inaccurate and that clearances are not construction to create sufficient clearance. sufficient for installation of catenary. Potholing unearths the fact that pole Additional cost and time. locations conflict with utilities. OCS pole or structure locations as designed by 269 Contractor conflict with utilities where conflict could have been avoided by allowable final design adjustments. Contractor generates new hazardous Delay to construction while removing and materials, necessitates proper removal and disposing of hazardous materials resulting 273 disposal of existing hazardous materials in schedule delay, increased construction identified in the Contract for D-B costs, and schedule delay costs. remediation. JPB as-built dwgs and existing Additional cleanup of as-builts after PCEP 274 infrastructure to be used as basis of final construction. design and construction is not correct. DB fails to verify as-built dwgs and existing Additional cleanup of as-builts after PCEP 275 infrastructure. construction. Failure of D/B contractor and Delays while acceptable materials are 278 subcontractors and suppliers to meet Buy procured and additional costs for delays America requirements. and purchase of duplicative equipment. Failure to maintain dynamic envelope and Redesign entailing cost and schedule 282 existing track clearances consistent with impacts. requirements. 283 Fluctuation in foreign currency v US dollar. Increase in costs.

Appendix F – Risk Table F-9 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

ID RISK DESCRIPTION EFFECT(S) Compliance with project labor agreement Increase in labor costs and less efficient 284 could result in inefficiencies in staffing of construction resulting in schedule delays. construction. Delays in agreement and acceptance of Delay to design acceptance. 290 initial VVSC requirements database. Readiness of 115kV interconnect for Delay in testing. 293 temporary power to support testing.

Appendix F – Risk Table F-10 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

Appendix G – MMRP Status Log

Appendix G – MMRP Status Log November 30, 2017

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Peninsula Corridor Electrification Project Monthly Progress Report

Mitigation Monitoring and Reporting Mitigation Timing

Mitigation Measure Status Status Notes Pre- Post- Operation Construction Construction Construction The OCS proposed construction schedule has been provided to the JPB. OCS construction began the week of October 2, 2017. The D-B AES-2a: Minimize OCS construction has used the potholing process to Ongoing activity on residential and park X X assist in locating conflicts in the areas outside the Caltrain ROW. 35% design and attempting to relocate OCS pole locations within the ROW, thereby avoiding parks and residential areas. The design requirements indicated AES-2b: Aesthetic treatments for in the measure have been OCS poles, TPFs in sensitive visual implemented as described, and X Ongoing locations, and Overbridge coordination with the specific Protection Barriers. jurisdictions regarding pole colors and design is ongoing. OCS construction began the week of October 2, 2017. The BBI community relations lead has notified nearby residents of AES-4a: Minimize spillover light upcoming construction. During X Ongoing during nighttime construction. construction, lighting is faced inward, towards the railroad tracks, and any complaints will be documented and addressed by the BBI community relations lead.

The design requirements indicated AES-4b: Minimize light spillover at X Upcoming in the measure are being used in TPFs. the design process of the TPFs.

The Dust Mitigation Plan was AQ-2a: Implement BAAQMD basic submitted to the JPB. The and additional construction requirements in the Dust Mitigation X X Ongoing mitigation measures to reduce Plan will be implemented construction-related dust. throughout the construction period and documented in daily reports.

Appendix G – MMRP Status Log G-1 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

Mitigation Monitoring and Reporting Mitigation Timing

Mitigation Measure Status Status Notes Pre- Post- Operation Construction Construction Construction The Equipment Emissions Control AQ-2b: Implement BAAQMD basic Plan was submitted to the JPB. and additional construction The requirements in the Equipment mitigation measures to control X X Ongoing Emissions Control Plan will be construction-related ROG and NOX implemented throughout the emissions. construction period and documented in daily reports. The Equipment Emissions Control Plan was submitted to the JPB. AQ-2c: Utilize clean diesel-powered The requirements in the Equipment equipment during construction to X X Ongoing Emissions Control Plan will be control construction-related ROG implemented throughout the and NOX emissions. construction period and documented in daily reports.

Worker Environmental Awareness Training is provided to all project- BIO-1a: Implement general related personnel before they work biological impact avoidance X X Ongoing on the project. All measures as measures. described will be implemented throughout the construction period and documented in daily reports.

Not applicable. Subsequent habitat assessment and avoidance of BIO-1b: Implement special-status Communication Hill eliminated any Complete plant species avoidance and X X X potential to affect special-status revegetation measures. plant species. The measure is not needed.

Appendix G – MMRP Status Log G-2 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

Mitigation Monitoring and Reporting Mitigation Timing

Mitigation Measure Status Status Notes Pre- Post- Operation Construction Construction Construction Pre-construction surveys are occurring no more than 7 days prior to the initiation of construction activities nearby/adjacent to potential habitat for CRLF and BIO-1c: Implement California red- SFGS. The Wildlife Exclusion legged frog and San Francisco X X Ongoing Fencing Plan was submitted and garter snake avoidance measures. approved by the wildlife agencies, and installation and monitoring of wildlife exclusion fencing is ongoing. No CRLF / SFGS or sign of each species has been observed to date on the Project. Pre-construction surveys are occurring no more than 7 days prior to the initiation of construction BIO-1d: Implement western pond X X Ongoing activities nearby/adjacent to turtle avoidance measures. potential habitat for WPT. No WPT or WPT sign have been observed to date on the Project. Pre-construction surveys are occurring no more than 7 days prior BIO-1e: Implement Townsend’s big- to the initiation of construction eared bat, pallid bat, hoary bat, and X X Ongoing activities with the potential to disturb fringed myotis avoidance measures. bats or their habitat. No special- status bats or sign have been observed to date on the Project. Protocol surveys for Western Burrowing Owl were conducted from April 2017 through July 2017 at previously identified potentially suitable habitat locations. Note that all of these locations are in BIO-1f: Implement western Construction Segment 4 (southern X X Ongoing burrowing owl avoidance measures. Santa Clara and San Jose). No Burrowing Owls were observed during the surveys. Construction in Segment 4 is not anticipated to occur until 2018, at which time, pre- construction surveys of the potential habitat areas will occur no more

Appendix G – MMRP Status Log G-3 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

Mitigation Monitoring and Reporting Mitigation Timing

Mitigation Measure Status Status Notes Pre- Post- Operation Construction Construction Construction than 7 days prior to the onset of construction activities.

Nesting Bird surveys were conducted from February 1 through BIO-1g: Implement northern harrier, September 15, 2017 prior to project- white-tailed kite, American peregrine related activities with the potential to falcon, saltmarsh common X X Ongoing impact nesting birds. No active yellowthroat, purple martin, and nests were observed during this other nesting bird avoidance reporting period. Nesting Bird measures. surveys will be initiated again on February 1, 2018. The agency-approved Qualified Biologist has conducted a survey of the proposed staging area to be used for construction activities planned for the remainder of 2017. BIO-1h: Conduct biological resource No special-status species, or other survey of future contractor- X X Ongoing potentially sensitive biological determined staging areas. resources were observed. The agency-approved Qualified Biologist will continue to survey ahead of the initiation of activities at planned staging areas as the Project moves into new construction areas. The agency-approved Qualified Biologist has periodically monitored the project limits to evaluate the BIO-1i: Minimize impacts on presence of Monarch butterfly Ongoing Monarch butterfly overwintering X X overwintering sites. No Monarch sites. butterfly overwintering sites have been observed on the Project to date.

Appendix G – MMRP Status Log G-4 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

Mitigation Monitoring and Reporting Mitigation Timing

Mitigation Measure Status Status Notes Pre- Post- Operation Construction Construction Construction

BIO-1j: Avoid nesting birds and bats To be completed during Project X Upcoming during vegetation maintenance. operation.

Not applicable. Subsequent habitat assessment and avoidance of BIO-2: Implement serpentine Communication Hill eliminated any Complete bunchgrass avoidance and X X X potential to affect serpentine revegetation measures. bunchgrass. This measure is no longer needed.

The JPB has compensated for unavoidable wetland impacts by BIO-3: Avoid or compensate for X X X Complete purchasing adequate credits from a impacts on wetlands and waters. wetlands mitigation bank approved by USACE and SFRWQCB.

Tree removal and pruning activities were initiated in August 2017 under the guidance of the BBI Arborist, BIO-5: Implement Tree Avoidance, and in accordance with the Tree Ongoing Minimization, and Replacement X X X Avoidance, Minimization, and Plan. Replacement Plan. Tree Removal and Pruning status is provided to the JPB on a weekly basis. Not applicable. The SCVHP does not apply to the Project because Santa Clara Valley BIO-6: Pay TPS2, Option 1 was not selected Habitat Plan Complete land cover fee (if X and OCS does not extend to necessary). Communication Hill. This measure is not needed.

CUL-1a: Evaluate and minimize To be implemented prior to Upcoming impacts on structural integrity of X construction in tunnels. historic tunnels.

Appendix G – MMRP Status Log G-5 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

Mitigation Monitoring and Reporting Mitigation Timing

Mitigation Measure Status Status Notes Pre- Post- Operation Construction Construction Construction

CUL-1b: Minimize impacts on To be implemented prior to X Upcoming historic decorative tunnel material. construction in tunnels.

CUL-1c: Install project facilities in a To be implemented prior to Upcoming way that minimizes impacts on X construction in tunnels. historic tunnel interiors.

The Qualified Architectural Historian completed and submitted the HABS CUL-1d: Implement design Level III documents to the JPB for commitments at historic railroad X Complete all seven of the historic stations. stations Pole placement has been designed to minimize the visual impact to historic stations. It was determined that the project is not acquiring any ROW at either of CUL-1e: Implement specific tree the subject properties so all tree mitigation considerations at two effects would be within the JPB Complete potentially historic properties and X X ROW. Therefore, the APE does not landscape recordation, as include these two historic necessary. properties. This measure is no longer needed. This measure is being implemented as described during the design process and will be incorporated into the final design. The four CUL-1f: Implement historic bridge bridges that are included in the Ongoing and underpass design X MMRP are rail bridges crossing requirements. over another feature. Design of the OCS system is taking into account that there are requirements that restrict the design. Thus far, the

Appendix G – MMRP Status Log G-6 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

Mitigation Monitoring and Reporting Mitigation Timing

Mitigation Measure Status Status Notes Pre- Post- Operation Construction Construction Construction designs for Construction Segments 2 & 4 are in process and designs are not yet complete. The D-B will forward to the Architectural Historian once complete.

Periodic inspections of ground CUL-2a: Conduct an archaeological surface areas along the alignment, resource survey and/or monitoring in conjunction with cultural of the removal of pavement or other monitoring as-needed of project Ongoing obstructions to determine if X activities in culturally sensitive areas historical resources under CEQA or are ongoing. The Archaeological unique archaeological resources Final Report will be provided at the under PRC 21083.2 are present. conclusion of construction activities. Exploratory trenching and subsurface testing of all potentially culturally sensitive areas is occurring prior to the initiation of CUL-2b: Conduct exploratory construction activities in those trenching or coring of areas where areas. The results will be included subsurface project disturbance is X Ongoing in the Archaeological Final Report. planned in those areas with “high” No cultural resources requiring the or “very high” potential for buried development of a treatment plan site. were observed. A Native American monitor has been present for all exploratory trenching and subsurface testing work. Exploratory trenching and subsurface testing of all potentially culturally sensitive areas is occurring prior to the initiation of construction activities in those CUL-2c: Conduct limited subsurface areas. The results will be included testing before performing ground- X Ongoing in the Archaeological Final Report. disturbing work within 50 meters of No cultural resources requiring the a known archaeological site. development of a treatment plan were observed. A Native American monitor has been present for all exploratory trenching and subsurface testing work.

Appendix G – MMRP Status Log G-7 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

Mitigation Monitoring and Reporting Mitigation Timing

Mitigation Measure Status Status Notes Pre- Post- Operation Construction Construction Construction Exploratory trenching and subsurface testing of all potentially culturally sensitive areas is occurring prior to the initiation of CUL-2d: Conduct exploratory construction activities in those trenching or coring of areas within areas. The results will be included the three zones of special sensitivity X Ongoing in the Archaeological Final Report. where subsurface project No cultural resources requiring the disturbance is planned. development of a treatment plan were observed. A Native American monitor has been present for all exploratory trenching and subsurface testing work.

CUL-2e: Stop work if cultural No prehistoric or historic-period resources are encountered during X X Ongoing cultural materials have been ground-disturbing activities. observed during cultural monitoring.

Cultural monitoring as-needed of CUL-2f: Conduct archaeological project activities in culturally monitoring of ground-disturbing sensitive areas is ongoing. The X Ongoing activities in areas as determined by Archaeological Final Report will be JPB and SHPO. provided at the conclusion of construction activities.

CUL-3: Comply with state and No human remains have been Ongoing county procedures for the treatment X observed to date on the Project. of human remains discoveries.

Appendix G – MMRP Status Log G-8 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

Mitigation Monitoring and Reporting Mitigation Timing

Mitigation Measure Status Status Notes Pre- Post- Operation Construction Construction Construction

The design requirements indicated EMF-2: Minimize EMI effects during in the measure are being final design, Monitor EMI effects implemented through the final during testing, commission and X X X Ongoing design as described. Designs are operations, and Remediate submitted and reviewed/commented Substantial Disruption of Sensitive on by JPB. Monitoring EMI effects Electrical Equipment. will occur post construction.

The design requirements indicated in the measure are being GEO-1: Perform a site-specific implemented through the final Ongoing geotechnical study for traction X design as described. Geotechnical power facilities. studies and results are submitted to JPB as completed.

The design requirements indicated in the measure are being GEO-4a: Identification of expansive implemented through the final X Ongoing soils. design as described. Geotechnical studies and results are submitted to JPB as completed.

The design requirements indicated in the measure are being GEO-4b: Mitigation of expansive implemented through the final X Ongoing soils. design as described. Geotechnical studies and results are submitted to JPB as completed.

Appendix G – MMRP Status Log G-9 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

Mitigation Monitoring and Reporting Mitigation Timing

Mitigation Measure Status Status Notes Pre- Post- Operation Construction Construction Construction A Phase II Environmental Assessment was completed prior to HAZ-2a: Conduct a Phase II construction by the JPB consultant, Environmental Site Assessment X Complete and the results were provided to prior to construction. BBI, and the required mitigation is being implemented prior to the initiation of construction activities.

Field activities are being monitored HAZ-2b: Implement engineering daily for significant color changes or Ongoing controls and best management X X odors which may indicate practices during construction. contamination.

Facilities & BMPs are in place to HYD-1: Implement construction X X Ongoing deal with this requirement should it dewatering treatment, if necessary. arise in the OCS foundations.

The design requirements indicated in the measure are being implemented through the final HYD-4: Minimize floodplain impacts design as described. The TPFs in by minimizing new impervious areas Construction Segments 2 & 4 are X Ongoing for TPFs or relocating these currently in design. The design facilities. minimizes hardscape only to required structure foundations; yard areas are to receive a pervious material. The design requirements indicated in the measure are being implemented through the final HYD-5: Provide for electrical safety design as described. The TPFs in Ongoing at TPFs subject to periodic or X X Construction Segments 2 & 4 are potential flooding. currently in design. The design plan currently raises the TPFs above the floodplain.

Appendix G – MMRP Status Log G-10 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

Mitigation Monitoring and Reporting Mitigation Timing

Mitigation Measure Status Status Notes Pre- Post- Operation Construction Construction Construction

HYD-7: Implement sea level rise This measure has not yet been Upcoming vulnerability assessment and X initiated. adaptation plan.

The Noise and Vibration Control Plan has been submitted and is being implemented. Field activity is NOI-1a: Implement Construction monitored per the Plan. If allowable X X Ongoing Noise Control Plan. noise levels are near or exceed allowable noise levels, mitigation such as blankets are used from that point forward.

NOI-1b: Conduct site-specific The design requirements indicated acoustical analysis of ancillary in the measure are being facilities based on the final X Ongoing implemented through the final mechanical equipment and site design as described. Design is still design and implement noise control in process. treatments where required.

The Noise and Vibration Control NOI-2a: Implement Construction Plan has been submitted and is X X Ongoing Vibration Control Plan. being implemented. Field activity is monitored per the Plan.

The design requirements indicated in the measure will be implemented PSU-8a: Provide continuous through the final design as coordination with all utility X X Ongoing described. Coordination with utility providers. providers is ongoing and there have not been any service interruptions thus far.

Appendix G – MMRP Status Log G-11 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

Mitigation Monitoring and Reporting Mitigation Timing

Mitigation Measure Status Status Notes Pre- Post- Operation Construction Construction Construction

The design requirements indicated PSU-8b: Adjust OCS pole in the measure are being X Ongoing foundation locations. implemented through the final design as described.

The design requirements indicated in the measure are being PSU-8c: Schedule and notify users implemented through the final Ongoing about potential service X X design as described. There have interruptions. not been any service interruptions thus far.

PSU-9: Require application of JPB has initiated coordination with relevant construction mitigation PG&E regarding transmission line Ongoing measures to utility relocation and X X construction. Construction has not transmission line construction by begun. others.

The D-B has begun traffic control TRA-1a: Implement Construction design and permit applications with X X Upcoming Road Traffic Control Plan. the City of Millbrae. Other communities will follow.

TRA-1c: Implement signal optimization and roadway geometry improvements at impacted X X Upcoming This measure has not started intersections for the 2020 Project Condition.

Appendix G – MMRP Status Log G-12 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

Mitigation Monitoring and Reporting Mitigation Timing

Mitigation Measure Status Status Notes Pre- Post- Operation Construction Construction Construction

Minimization of railway disruption is TRA-2a: Implement construction X X Ongoing being coordinated by the Site railway disruption control plan. Specific Work Plan.

TRA-3b: In cooperation with the City and County of San Francisco, implement surface pedestrian facility improvements to address the X X X Upcoming This measure has not started. Proposed Project’s additional pedestrian movements at and immediately adjacent to the San Francisco 4th and King Station. TRA-4b: Continue to improve bicycle facilities at Caltrain stations and partner with bike share This measure will be implemented X Upcoming programs where available following during project operation. guidance in Caltrain‘s Bicycle Access and Parking Plan.

NOI-CUMUL-1: Implement a phased program to reduce cumulative train noise along the Caltrain corridor as This measure will be implemented X Upcoming necessary to address future during project operation. cumulative noise increases over FTA thresholds

NOI-CUMUL-2: Conduct project-level vibration analysis for Blended CHSRA is conducting this analysis In System operations and implement as part of the EIR/EIS for the San X Progress vibration reduction measures as Francisco to San Jose section. necessary and appropriate for the Caltrain corridor

Appendix G – MMRP Status Log G-13 November 30, 2017 Peninsula Corridor Electrification Project Monthly Progress Report

Mitigation Monitoring and Reporting Mitigation Timing

Mitigation Measure Status Status Notes Pre- Post- Operation Construction Construction Construction TRA-CUMUL-1: Implement a phased program to provide traffic This measure will be implemented Upcoming improvements to reduce traffic X during project operation. delays near at-grade crossings and Caltrain stations TRA-CUMUL-2: Implement technical Not applicable. SFMTA has elected solution to allow electric trolley bus to not electrify the 16th Street th Complete transit across 16 Street without X crossing. This measure no longer OCS conflicts in cooperation with applies. SFMTA. Mitigation Measure TRA-CUMUL-3: As warranted, Caltrain and freight This measure will be implemented Upcoming operators will partner to provide X during project operation. Plate H clearance as feasible between San Jose and Bayshore.

Appendix G – MMRP Status Log G-14 November 30, 2017 AGENDA ITEM #9 JANUARY 4, 2017

PENINSULA CORRIDOR JOINT POWERS BOARD STAFF REPORT

TO: Joint Powers Board

THROUGH: Jim Hartnett Executive Director

FROM: Derek Hansel Chief Financial Officer

SUBJECT: COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR ENDING JUNE 30, 2017

ACTION Staff Coordinating Council proposes that the Board of Directors accept the Peninsula Corridor Joint Powers Board‘s (JPB) Fiscal Year (FY) 2017 Comprehensive Annual Financial Report (CAFR).

The FY2017 Comprehensive Annual Financial Report is available online at http://www.caltrain.com/about/statsandreports/Comprehensive_Annual_Financial_Re ports.html

SIGNIFICANCE The CAFR is prepared in accordance with the guidelines set forth by the Government Accounting Standards Board and is organized into four sections – Introductory, Financial, Statistical and Single Audit.

· The Introductory Section includes a Transmittal Letter and provides general information on the District’s structure, personnel, economic outlook and finances.

· The Financial Section includes audited financial statements which provide detailed financial information as well as comparative financial data. The Management Discussion & Analysis (MD&A) is also found in the Financial Section. Along with the Transmittal Letter, the MD&A is of most interest to those looking for a narrative annual review of the District’s finances.

· The Statistical Section provides a broad range of data covering key financial trends including revenue and debt capacity, economic and demographic data and operating information.

· The Single Audit Section provides the Independent Auditor’s Report on Internal controls and compliance, and the Schedule of Expenditures of Federal Awards and Findings and Recommendations from the Auditors.

Page 1 of 2

Together, all sections of the CAFR provide the detail as well as the perspective with which to assess the JPB’s financial condition.

BUDGET IMPACT There is no impact on the Budget.

BACKGROUND The JPB contracts with an independent auditor, Vavrinek, Trine, Day & Co. LLP (VTD) to conduct yearly audits of the Financial Statements in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States of America. The introductory section and the statistical section presented in the CAFR are not required by California Government Code to be reported as part of the audited financial statements of the JPB. These sections are required when producing a CAFR which the JPB chooses to do in order to provide detailed information about the financial condition of the JPB in a form that is understandable to our customers and constituents.

The CAFR is prepared and presented to the Government Finance Officers Association for their review, evaluation and to apply for the certificate of Achievement for Excellence in Financial Reporting. The JPB has received an award for every year that the report was submitted.

Prepared by: Jeannie Chen, Interim Manager, General Ledger 650.508.6259

Page 2 of 2

AGENDA ITEM #10 JANUARY 4, 2018

PENINSULA CORRIDOR JOINT POWERS BOARD STAFF REPORT

TO: Joint Powers Board

THROUGH: Jim Hartnett Executive Director

FROM: Derek Hansel Michelle Bouchard Chief Financial Officer Chief Operating Officer, Rail

SUBJECT: AWARD OF CONTRACT FOR GRADE CROSSINGS IMPROVEMENT PROJECT

ACTION Staff Coordinating Council recommends the Board:

1. Award a contract to the lowest, responsive and responsible bidder, Granite Rock Company (Granite) of San Jose, California, in the total amount of $1,635,795 for the Grade Crossings Improvement Project (Project).

2. Authorize the Executive Director, or his designee, to execute a contract in full conformity with the terms and conditions of the solicitation documents and in a form approved by legal counsel.

SIGNIFICANCE The contract’s objective is to make recommended safety improvements at 15 grade crossings along the Caltrain corridor, including new pedestrian gates and arms, pavement markings and markers, street medians, railing and signage. These near-term recommended improvements will make the grade crossings safer for motorists and pedestrians.

BUDGET IMPACT This Project is composed of two projects: the Grade Crossing Improvement Project and the Santa Clara Grade Crossing Medians Project.

The Board-approved budget authority for the Grade Crossing Improvement Project is as follows: Fiscal Year (FY) 2016 - $360,000; FY17- $1,730,133; and FY18 - $408,867. The Board-approved budget authority for the Santa Clara Grade Crossing Medians Project is as follows: FY16 - $229,000 and FY17 - $868,000.

The combined Board-approved budget authority for the Project will be funded by member contributions from the San Mateo County Transit District, the Santa Clara Valley Transportation Authority, the City and County of San Francisco, and with funds from San Francisco's Proposition K, the Federal Railroad Administration and the State's

Page 1 of 3 14010240.1 Proposition 1B funds. The combined available funds will adequately cover the contract amount.

BACKGROUND This Project will improve grade crossing safety in San Francisco, San Mateo, and Santa Clara counties, at these locations:

1. 16th St, San Francisco 9. East Meadow, Palo Alto 2. Broadway, Burlingame 10. Rengstorff, Mountain View 3. Peninsula Ave, Burlingame 11. Castro, Mountain View 4. 4th Ave, San Mateo 12. Mary Ave, Sunnyvale 5. Ravenswood, Menlo Park 13. Sunnyvale Ave, Sunnyvale 6. Alma, Palo Alto 14. Auzerais, San Jose 7. Charleston, Palo Alto 15. W. Virginia, San Jose 8. Churchill, Palo Alto

In July 2017, an Invitation for Bids was issued to obtain bids for the Project; only one bid was received. Following review of the bid, staff presented it to the Board on October 5, 2017 to request it be rejected and re-solicited as it was approximately 203 percent higher than the engineer’s estimate and budgeted funds were insufficient to cover the bid amount. Staff re-scoped the Project to make it more attractive to civil contractors with the goal of increasing the potential bidder pool. Specifically, the scope for railroad signal and track work was deleted; this work will be completed through the Peninsula Corridor Joint Powers Board's (JPB) contract with Transit America Services, Inc., the Caltrain operator.

The revised Invitation for Bids was distributed in October 2017 throughout the construction industry. The solicitation was advertised in a newspaper of general circulation and on the JPB’s procurement website, which includes Small Business Enterprises (SBE) and Disadvantaged Business Enterprises (DBE) registered in the JPB’s vendor database. The Office of Small and Disadvantaged Business Enterprises assigned a 35 percent SBE goal to this Project.

Three bids were received as listed below:

Company Total Bid Amount Engineer’s Estimate $1,482,543.00 1. Granite Rock Company, San Jose, CA $1,635,795.00 2. DMZ Builders, Concord, CA $1,988,000.00 3. Proven Management, Inc., Oakland, CA $3,298,000.00

Granite submitted all the required bid documentation. Staff has determined, and legal counsel concurred, that the bid submitted by Granite is responsive. The bid from Granite was approximately 10 percent higher than the engineer’s estimate. Staff reviewed the engineer’s estimate and noted that recent market conditions for

Page 2 of 3 14010240.1 construction costs have trended upwards. Based on this, staff has determined that the difference between the engineer’s estimate and Granite’s bid is fair and reasonable.

The DBE officer reviewed the three bids. The apparent low bidder, Granite, did not claim the SBE preference; however the contractor committed to using qualified SBE’s on 33 percent of the Project. The second and third lowest bidders both claimed the SBE preference and were granted a five percent bid reduction; however, Granite remains the apparent low bidder, as the preference adjustment was not enough to change the final ranking.

Granite is an established regional contractor and company reference checks confirmed that it is experienced and competent. Granite has been in business for 88 years and completed many similar public works projects for municipalities, counties and state agencies. Based upon these findings, staff concludes that Granite is appropriately qualified and capable of meeting the requirements of the contract and is therefore the lowest, responsive and responsible bidder.

Sr. Contract Officer: Patrick May 650.508.7732 Project Manager: Robert Tam 650.508.7969

Page 3 of 3 14010240.1 RESOLUTION NO. 2018 –

BOARD OF DIRECTORS, PENINSULA CORRIDOR JOINT POWERS BOARD STATE OF CALIFORNIA * * *

AWARDING A CONTRACT TO GRANITE ROCK COMPANY FOR THE GRADE CROSSINGS IMPROVEMENT PROJECT FOR A TOTAL AMOUNT OF $1,635,795

WHEREAS, the Peninsula Corridor Joint Powers Board (JPB) solicited competitive bids for the Grade Crossings Improvement Project; and WHEREAS, in response to the JPB’s Invitation for Bids, three firms submitted bids; and WHEREAS, staff and legal counsel reviewed the bids and determined that Granite Rock Company (Granite) of San Jose, California is the lowest, responsive and responsible bidder; and WHEREAS, the Executive Director recommends, and Staff Coordinating Council concurs, that a contract be awarded to Granite whose bid meets the requirements of the solicitation documents. NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of the Peninsula Corridor Joint Powers Board hereby awards a contract to Granite Rock Company for the Grade Crossings Improvement Project for a total amount of $1,635,795; and BE IT FURTHER RESOLVED that the Executive Director, or his designee, is authorized to execute a contract on behalf of the JPB with Granite, in full conformity with all the terms and conditions of the solicitation documents and in a form approved by legal counsel. Regularly passed and adopted this 4th day of January, 2018 by the following vote: AYES:

NOES:

ABSENT:

Chair, Peninsula Corridor Joint Powers Board ATTEST:

JPB Secretary

Page 1 of 1 14010366.1 AGENDA ITEM #11 JANUARY 4, 2018

PENINSULA CORRIDOR JOINT POWERS BOARD STAFF REPORT

TO: Joint Powers Board

THROUGH: Jim Hartnett Executive Director

FROM: Derek Hansel Carter Mau Chief Financial Officer Deputy Executive Director

SUBJECT: AWARD OF CONTRACT FOR ON-CALL TECHNICAL RECRUITING SERVICES

ACTION Staff Coordinating Council recommends the Board:

1. Award an on-call, no-guarantee contract to J. Powers Recruiting, Inc. (J. Powers), of Sacramento, California, to provide Technical Recruiting Services for a not-to-exceed amount of $3.5 million for a five-year term.

2. Reject the protest received from Domain Experts Corporation (DEC).

3. Authorize the Executive Director, or his designee, to execute a contract with J. Powers in full conformity with the terms and conditions set forth in the solicitation documents and negotiated agreement, and in a form approved by legal counsel.

SIGNIFICANCE This action is being brought back to the Board of Directors (Board) as directed at the December 7, 2017 Board meeting following testimony and discussion that raised questions requiring further analysis and consideration. Approval of the above actions will provide the Peninsula Corridor Joint Powers Board (JPB) with a qualified and experienced on-call firm to provide the best available candidates in the market for the Caltrain Modernization (Calmod) program and Rail Division, which includes Operations, Systems Engineering, Infrastructure Maintenance, Capital Program Delivery, Quality Assurance, and Systems Integration.

Prior to the December 7, 2017 Board meeting, staff received a protest letter from DEC, one of the unsuccessful proposers, alleging irregularities in the procurement process and that evaluation scores had not been provided to the firm. Following analysis of the protest, as described below, legal counsel advised that there is no legal basis to change staff's recommendation that it is in the JPB’s best interest to award a contract to J. Powers, the only firm found to be within the competitive range.

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BUDGET IMPACT Funds to support the award of this contract are included in the adopted Fiscal Year 2018 Operating Budget and will be included in future operating budgets.

BACKGROUND

Need for the Services Caltrain is experiencing consistent ridership growth and new systems are being advanced under the CalMod program to equip Caltrain to serve future generations. These systems include Positive Train Control, the Peninsula Corridor Electrification Project, and introduction of Electric Multiple Units to replace most of the current diesel locomotive fleet. These new complex systems require organizational changes and increases in staffing for the ongoing management of Caltrain.

Caltrain must expand staff resources over the next five years to be able to successfully deliver and implement the new electrified rail service and serve the anticipated ongoing growth in ridership.

Historically, the Human Resources Department has generally confined its third party recruiting to senior management and executive positions, relying on Human Resources staff to publicize, recruit, and select candidates for most vacancies, including those related to railroad activities. However, staff has found it to be increasingly difficult to attract and retain technical talent in certain specialized positions dedicated to the Caltrain rail system in the areas of operations, engineering, and maintenance (such as Rail Compliance Manager, Transportation Communications Manager, and Deputy Director, Rail Equipment Maintenance). The positions require skills, experience, and knowledge that are relatively scarce in the local labor pool. In addition, the number of retirements in key positions continues to grow, adding further urgency to filling vacancies. To meet the agency’s needs, staff has recommended use of a technical recruiting firm for recruiting and processing of approximately fifteen of these specialized and difficult-to-fill positions annually.

The Procurement Process and Initial Board Consideration A Request for Proposals (RFP) was issued and advertised in a local newspaper and on the JPB’s procurement website. Proposals were received from:

· Accel Employment Service, Inc., Alameda, CA · Domain Experts Corporation, Santa Clara, CA · J. Powers Recruiting, Inc., Sacramento, CA

An Evaluation Committee (Committee) comprised of qualified staff reviewed and scored the proposals in accordance with the following weighted criteria:

· Approach to Scope of Services/Project Methodology 0 - 25 points · Qualifications and Experience of Firm 0 - 30 points · Qualifications and Experience of Management Team 0 - 30 points · Cost Proposal 0 - 15 points · Small Business Enterprise (SBE) Preference 0 - 5 points

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14013442.4

The DBE Officer reviewed all the proposals and determined that J. Powers has a 100 percent SBE commitment, and that all three proposers met the requirements to receive the SBE preference.

When the Committee scored and ranked the proposals, J. Powers received the highest consensus ranking and was the only firm found to be in the competitive range. J. Powers received the highest scores in each of the evaluation categories (except for SBE preference points, which were awarded equally to all three proposers), resulting in a total score that substantially exceeded the other two firms.

Though the RFP provided the JPB with the option of awarding contracts to multiple firms, the Committee determined that only J. Powers has the requisite depth of experience, and meets the required qualifications, to successfully perform the scope of services defined in the solicitation.

Staff successfully negotiated contractual terms and conditions, including price, with J. Powers and determined the costs to be fair, reasonable and consistent with previous one-time purchases for similar services. J. Powers is capable of providing the specified services at a fair and reasonable price. Staff therefore recommends award of a single on-call, no-guarantee contract to J. Powers Recruiting, Inc.

When the JPB notified the three proposers of staff's recommendation for the Board to award a contract to J. Powers at the December 7, 2017 Board of Directors meeting, DEC submitted a protest. Staff analyzed and rejected the protest and proceeded with a recommendation of contract award to the Board.

At the December 7, 2017 meeting, DEC appealed staff's rejection of the protest. In addition, the Board raised questions regarding staff’s estimate of the annual requirements and cost of the contract. The Board continued this item for one month to allow time for further analysis related to the Board's questions.

DEC's Protest DEC's protest and appeal of staff's determination are based on six main allegations:

1. DEC's Disadvantaged Business Enterprise (DBE) status was not sufficiently taken into account in the proposal evaluation process. 2. Despite various statements in the solicitation documents stating that the JPB intended to award multiple contracts, the JPB decided to award one contract. 3. DEC was not invited to interview with the Committee. 4. DEC has not been provided all requested rating and scoring information. 5. Staff informed DEC it would cancel the RFP, but failed to do so. 6. DEC did not receive timely notice of the recommendation of award of contract.

Staff and legal counsel reviewed each of DEC's allegations and made the following findings:

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14013442.4 1. The RFP evaluation criteria included an SBE Preference worth up to five points. DEC received the full five points available in recognition of its DBE status. 2. While there were several statements in the solicitation documents indicating that the JPB intended to award multiple contracts, the JPB expressly reserved the right to award only one contract, at its sole discretion. 3. The Committee was not required to interview any proposers. The solicitation documents reserved the right to award a contract based solely on the proposals. Based on review of the proposals, the Committee found no need to interview any of the proposers. 4. Staff provided DEC with all rating and scoring information available to the public. In particular, staff provided DEC with the evaluation criteria as part of the RFP, and the composite scoring document. Pursuant to the terms of the RFP, all other internal evaluation documents are exempt from disclosure. 5. Staff never told DEC that the JPB would cancel the RFP. Staff informed DEC that the JPB reserved the right to cancel the RFP at its sole discretion. 6. The issuance of the notice of contract award was delayed, however the delay was not prejudicial to DEC. All proposers received the notification on the same date (November 21, 2017), and the date of the notification allowed proposers ample time to timely submit a protest (which DEC did).

These findings indicate that the protest has no merit. Accordingly, and pursuant to the terms of the procurement documents, the Board can elect to reject DEC's protest and award the contract to the highest ranked firm, J Powers.

Furthermore, any award other than to J. Powers would expose the JPB to a more legally-compelling protest for failure to comply with the proposal evaluation process. Finally, if the Board opts not to proceed with the recommended contract award and instead directs staff to reissue the RFP, there is no reason to believe that the process would lead to a different result, which would be inefficient and delay the JPB's ability to hire urgently-needed staff.

Contract Amount Based on the Board's input at the December 7, 2017 meeting, staff has further analyzed the anticipated level of contract use over the planned term, and the resulting cost estimate based on J. Powers' cost proposal (as opposed to the pre-solicitation cost estimate). This analysis has produced a more precise breakdown of the anticipated annual contract requirements and related costs, which has allowed staff to reduce the requested contract amount.

Based on J. Powers’ proposed base fees, staff estimates the cost to recruit for 15 positions annually to be $3.442 million over the five-year term, as detailed in the chart below. This estimate includes fees to J. Powers, which are calculated as a percentage of the recruited position's base salary, an estimated annual cost-of-living increase of 3% in staff salaries in years two through five, and other direct costs. The actual cost of these services will vary depending on the number of positions recruited, the salary of the positions, and when the recruitments occur. To accommodate these uncertainties, the requested contract authority amount is $3.5 million.

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14013442.4 Estimated Annual Cost Per Year Year 1 Year 2 Year 3 Year 4 Year 5 Base Salary $ 160,487 $ 165,302 $ 170,261 $ 175,369 $ 180,630 28% Fee on base salary - 1st Position $ 44,936 $ 46,285 $ 47,673 $ 49,103 $ 50,576 27% Fee on base salary - 2nd Position $ 43,331 $ 44,632 $ 45,970 $ 47,350 $ 48,770 26% Fee on base salary - 3rd Position $ 41,727 $ 42,979 $ 44,268 $ 45,596 $ 46,964 25% Fee on base salary - 4th Position $ 40,122 $ 41,326 $ 42,565 $ 43,842 $ 45,158 24% Fee on base salary - 5th Position $ 38,517 $ 39,672 $ 40,863 $ 42,089 $ 43,351 23% Fee on base salary - 6th-15th Positions $ 36,912 $ 38,019 $ 39,160 $ 40,335 $ 41,545

Estimated Annual Cost for first five positions $ 208,633 $ 214,893 $ 221,339 $ 227,980 $ 234,819 Estimated Annual Cost for 6th-15th positions $ 369,120 $ 380,195 $ 391,600 $ 403,349 $ 415,449 Estimated Annual Other Direct Costs (ODC) ($5000* 15 positions) $ 75,000 $ 75,000 $ 75,000 $ 75,000 $ 75,000

Estimated Total Annual Costs (15 positions, inc. ODC) $ 652,753 $ 670,087 $ 687,940 $ 706,328 $ 725,268

Estimated Contract Total Authority for 5 year period $ 3,442,376

Contract Officer: Cathy Hoang 650.295.6866 Project Manager: Juliet Nogales-Deguzman, Manager, 650.508.6236 Human Resources

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14013442.4 RESOLUTION NO. 2018 –

BOARD OF DIRECTORS, PENINSULA CORRIDOR JOINT POWERS BOARD STATE OF CALIFORNIA

* * *

AWARDING A CONTRACT TO J. POWERS RECRUITING, INC. FOR FOR AN ESTIMATED NOT-TO-EXCEED TOTAL AMOUNT OF $3.5 MILLION FOR A FIVE-YEAR TERM

WHEREAS, the Peninsula Corridor Joint Powers Board (JPB) issued a Request for Proposals (RFP) for technical recruiting services to fill certain specialized positions dedicated to the Caltrain rail system; and WHEREAS, in response to the RFP, the JPB received a total of three proposals; and WHEREAS, the RFP included the JPB’s Small Business Enterprise (SBE) program, granting a preference for proposals with small business utilization, for which all three firms applied; and WHEREAS, an Evaluation Committee (Committee) composed of JPB staff reviewed and evaluated the firms’ proposals, scored and ranked the proposals according to the evaluation criteria set forth in the RFP, and determined that only one firm was found to be in the competitive range; and WHEREAS, the Committee completed its evaluation process and determined that J. Powers Recruiting, Inc. (J. Powers) of Sacramento, California received the highest consensus ranking; and WHEREAS, the Committee further determined that J. Powers possesses the necessary qualifications and requisite experience to successfully provide technical recruiting services to the JPB, and will perform such services at fair and reasonable prices; and WHEREAS, the Disadvantaged Business Enterprise officer reviewed the J. Powers proposal and determined the firm met the requirements of the JPB’s SBE Program; and WHEREAS, staff and legal counsel reviewed the J. Powers proposal and determined the proposal complies with the requirements of the solicitation documents; and

Page 1 of 2

14013443.2 WHEREAS, the JPB has received a protest from Domain Experts Corporation (DEC), an unsuccessful proposer, challenging the recommended award of contract; and WHEREAS, staff and legal counsel reviewed the protest and have found no legal bases to alter staff's recommendation; and WHEREAS, Staff Coordinating Council recommends, and the Executive Director concurs, that the Board of Directors reject the protest from DEC and award an on-call, no-guarantee contract to J. Powers for technical recruiting services for a not-to-exceed total amount of $3.5 million for a five-year term. NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of the Peninsula Corridor Joint Powers Board hereby awards an on-call, no-guarantee contract for technical recruiting services to J. Powers of Sacramento, California for a five-year term for a not-to-exceed total amount of $3.5 million; and BE IT FURTHER RESOLVED that the Board hereby rejects Domain Experts Corporation's protest to the award of contract; and BE IT FURTHER RESOLVED the Executive Director, or his designee, is authorized to execute a contract with J. Powers in full conformity with all the terms and conditions of the RFP and negotiated agreement, and in a form approved by legal counsel. Regularly passed and adopted this 4th day of January, 2018 by the following vote: AYES:

NOES:

ABSENT:

Chair, Peninsula Corridor Joint Powers Board

ATTEST:

JPB Secretary

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14013443.2 AGENDA ITEM #12 JANUARY 4, 2018 PENINSULA CORRIDOR JOINT POWERS BOARD STAFF REPORT

TO: Joint Powers Board

THROUGH: Jim Hartnett Executive Director FROM: Michelle Bouchard Chief Operating Officer, Rail SUBJECT: ADOPTION OF ORDINANCE TO CREATE NEW CIVIL INFRACTION PROCESS FOR FARE EVASION ACTION Staff Coordinating Council recommends the Board adopt an ordinance creating a new civil infraction process for fare evasion on Caltrain pursuant to the authority granted to the Peninsula Corridor Joint Powers Board (JPB) by California Penal Code Section 640 and California Public Utilities Code Section 99580. The ordinance would allow the JPB to enforce fare payment administratively rather than relying exclusively on the court system. SIGNIFICANCE Caltrain's current proof-of-payment system allows for fare enforcement agents to use their discretionary judgment to check for fares in addition to other daily responsibilities. When an agent finds that a passenger has not paid the proper fare, the agent may issue a citation, which is a time-intensive process, assigns hefty fines, and, in some cases, leads to passenger conflicts. The proposed ordinance will allow the JPB to implement an alternative to the current criminal infraction-based penalties for fare evasion. Under the new fare enforcement program, first and second-time fare evaders will be assessed administrative penalties of $75 for failure to show proper proof of payment. Late payment of the administrative penalty will result in an additional $25 late penalty (for a total of $100), and if collection services or coordination with the Franchise Tax Board is required to collect the penalty, the additional fee will be $30 (for a total of $130). By contrast, under the current fare enforcement system, passengers are issued citations for criminal infractions and fined over $300 per violation through the superior court system. The current system, which has been very challenging for staff, contractors and the courts to implement, has not accomplished the JPB's stated goals. The new fare enforcement program is expected to provide benefits to the JPB and passengers including: increased compliance with Caltrain fare policies; standardization of the enforcement process and elimination of discretion in the issuance of citations (and associated concerns about selective enforcement); minimize conflicts between passengers and fare enforcement agents; save staff time and costs associated with Page 1 of 2

14013019.1 citation issuance and court appearances; and reduce the penalties associated with each incident of fare evasion. In addition, administrative penalties collected will be able to be retained by the JPB, increasing revenue and making up for the revenue losses associated with fare evasion. Finally, this new administrative hearing/review process is favored by the San Mateo County Superior Court due to the resulting decrease in court congestion. Once the ordinance is adopted, the JPB will enter into a contract with Turbo Data Systems Inc. (TDS) under the Executive Director's delegated procurement authority. TDS, which provides parking citation services to the JPB, will process citations, manage collection of administrative penalties, and handle administrative hearings and appeals as provided in the ordinance. TDS is the only citation service recognized by the superior courts in all three counties served by Caltrain. The proposed enforcement and issuance of citations for fare evasion excludes minors. BUDGET IMPACT Implementation of the ordinance is expected to be budget-neutral. Any penalties collected from the administrative hearing/review process will be deposited into the JPB's general fund, and will offset the administrative costs associated with fare enforcement. In the longer term, staff anticipates that fare evasion will decrease, improving Caltrain's farebox recovery. BACKGROUND Caltrain commuter rail service operates on a proof-of-payment (POP) system that was established in 2003. The POP system is an honor-based fare collection approach. The Caltrain system has no barriers or gates to validate fare prior to boarding. The POP system requires Caltrain patrons to carry a ticket or pass proving that they have paid their fares. The current fare enforcement program relies primarily on TASI conductors who act as Fare Enforcement Agents by performing train car sweeps for POP. Staff and legal counsel have determined that Senate Bill 614, which was passed by the legislature and signed by the Governor this year, and which amended California Penal Code Section 640, expands the JPB's authority to enact and enforce an ordinance for the issuance of citations for fare evasion, provide an administrative hearing process for imposition of an administrative penalty, and retain the fines collected. If a transit agency elects to pursue the administrative enforcement option, California Penal Code Section 640(e) and California Public Utilities Code Section 99580, et seq. require the adoption of an ordinance and the establishment of an administrative review and hearing process for handling of all fare evasion citations. The law also requires periodic reporting to the JPB Board and the State legislature once an ordinance is in place.

Prepared by: Jenny Le-Christensen, Management Analyst 650.622.8050

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14013019.1 ORDINANCE NO. 2

PENINSULA CORRIDOR JOINT POWERS BOARD STATE OF CALIFORNIA

****

ESTABLISHING ADMINISTRATIVE PENALTIES, FEES, AND HEARING PROCEDURES FOR PASSENGERS RIDING CALTRAIN WITHOUT PROPER FARES AND PROOF OF PAYMENT

THIS ORDINANCE is adopted with reference to the following facts and circumstances which are found and declared by the Board of Directors (Board) of the Peninsula Corridor Joint Powers Board (JPB).

WHEREAS, Caltrain commuter rail service passengers do not pass through barriers or gates before boarding, which would require evidence of fare payment and fare validation prior to boarding, and the absence of which led to the JPB to institute a proof-of-payment (POP) fare enforcement system requiring patrons to carry a valid form of fare media to prove that they have paid their proper fares for each trip; and

WHEREAS, California Penal Code Section 640 provides that fare evasion and the misuse of any ticket or pass with the intent to evade fare payment is an infraction punishable by a fine not to exceed two hundred fifty dollars ($250) and by community service for a total time not to exceed 48 hours for the first and second violations; and

WHEREAS, California Penal Code Section 640 further provides that fare evasion and the misuse of any ticket or pass with the intent to evade fare payment is a misdemeanor punishable by a fine not to exceed four hundred dollars ($400) and/or by imprisonment in a county jail for a period of not more than 90 days for the third and any subsequent violations; and

WHEREAS, California Penal Code Section 830.14 permits the JPB to appoint designated persons to act as its agents in the enforcement of the fare evasion provisions of Penal Code Section 640, following required training; and

WHEREAS, pursuant to JPB Resolution 2003-35, the Executive Director designated conductors employed by Caltrain's contract operator, currently Transit America Services, Inc. (TASI), and Transit Police, provided by a contract with the San Mateo County Sheriff’s Office, to act as Fare Enforcement Agents by performing random inspections for POP and issuing citations that are through the superior courts; and

WHEREAS, California Public Utilities Code Section 99580, et seq. permits the JPB to enact an ordinance to impose administrative penalties for fare evasion in addition to the criminal penalties listed above; and

WHEREAS, the JPB has found that enforcing POP violations exclusively through the superior courts creates challenges for the JPB and patrons that could be diminished by an administrative citation process for first and second time offenses, with both administrative and criminal citations being issued only to adult patrons; and

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14013002.2

WHEREAS, the Executive Director requests, and the Staff Coordinating Council recommends, that the Board adopt an administrative citation and civil infraction process as an additional enforcement mechanism that is an alternative to the issuance of criminal citations for first and second-time fare evasion offenses.

NOW, THEREFORE, BE IT ORDAINED by the Board of Directors of the Peninsula Corridor Joint Powers Board as follows:

SECTION 1. GENERAL PROVISIONS

1.01 STATEMENT OF PURPOSE; FINDINGS (a) The Peninsula Corridor Joint Powers Board finds that there is a need for an administrative method of enforcement for violations of the Caltrain fare requirements, also known as "fare evasion," as authorized by California Penal Code Section 640(e) and California Public Utilities Code Section 99580 et seq. (b) The proof-of-payment (POP) fare enforcement procedures and penalties set forth in this Ordinance Establishing Administrative Penalties, Fees, And Hearing Procedures For Passengers Riding Caltrain Without Proper Fares and Proof of Payment are in addition to any other criminal, civil or other legal or equitable remedy established by law for fare evasion. (c) The JPB hereby finds and determines that the implementation of this Ordinance, and related enforcement of Caltrain's POP system, is a matter of safety and security for Caltrain patrons and the general public, and of financial responsibility on the part of the JPB. (d) Pursuant to California Penal Code Section 640(e) and California Public Utilities Code Section 99580 et seq., the JPB adopts this Ordinance to achieve the following goals: 1. To supply the public with a high-quality, safe, and efficient transportation system that enhances the quality of life to Caltrain patrons; 2. To increase fare compliance with and adopt procedures to identify, deter and penalize fare evasion in a timely, efficient and fair manner; 3. To minimize the expense and delay where existing remedies available through the criminal court system are costly and time-consuming for all parties involved.

1.02 TITLE. This Ordinance Establishing Administrative Penalties, Fees, And Hearing Procedures For Passengers Riding Caltrain Without Proper Fares and Proof of Payment is known and cited as the “Administrative Citation Ordinance” and referred to herein as “this Ordinance.”

SECTION 2. DEFINITIONS.

(a) Caltrain facility means all Caltrain property. (b) Caltrain vehicle means all Caltrain train cars. (c) Days means calendar days unless specified otherwise. (d) Fare Enforcement Agent means a conductor, fare inspector, or other authorized Caltrain employee or contractor.

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14013002.2 (e) Fare means the monetary charges established by the JPB, detailed in the Caltrain Codified Tariff, for the use of Caltrain facilities and vehicles. (f) Fare Media means the methods by which fares are paid, issued by or on behalf of Caltrain for the payment of fare. (g) JPB means Peninsula Corridor Joint Powers Board. (h) “Passenger”, “patron”, “customer”, and “rider” mean any person in, on, using, or attempting to access a Caltrain facility or vehicle. (i) Person means an individual, firm, partnership, corporation, association, or company. (j) Third-Party Procession Agent refers to an agent designated by the JPB to process notices of violations, collect administrative penalties, administer review and appeals processes, and perform other related tasks. (k) Transit America Services, Inc. (TASI) is the JPB's current contract operator of the Caltrain commuter rail service.

SECTION 3. FARES RULES.

3.01 Required Fares. Patrons who ride Caltrain must pay all applicable fares for each trip on Caltrain, as established by the JPB Board of Directors or its delegee, and as set forth in the Codified Tariff.

3.02 Proof of Payment. Patrons must carry and show appropriate proof of payment on Caltrain facilities and vehicles upon request by a Fare Enforcement Agent, peace officer or JPB representative.

3.03 Fare Evasion. Evading payment of fares is prohibited under California Penal Code Section 640(c), California Public Utilities Code Section 99580, et seq. and this Ordinance. Fare evasion subject to penalty hereunder includes the following: 1. Entering a Caltrain vehicle without adequate fare media. 2. Misuse of a Caltrain pass, ticket, or token with the intent to evade the payment of adequate fares. 3. Duplicating, counterfeiting, altering, or transferring any nontransferable Caltrain fare media without Caltrain’s authorization. 4. Falsely representing oneself as eligible for a waiver or a special or reduced fare, or obtaining fare media by making a false or misleading representation. 5. Unauthorized use of a discount ticket or failure to present, upon request by Fare Enforcement Agents, peace officers or JPB representative or within 72 hours thereafter, acceptable proof of discount eligibility to use a discount ticket. 6. Entering a Caltrain vehicle or facility when any penalty, fees or assessments for prior fare evasion is past due. 7. Entering a Caltrain vehicle in such a way as to bypass or avoid Caltrain representatives collecting fares.

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14013002.2 SECTION 4. ENFORCEMENT.

4.01 Violations - Adults. An adult (over the age of 18) who evades fares in violation of this Ordinance is subject to a Notice of Violation administrative citation and subsequent imposition of any and all applicable remedies, fines, criminal sanctions, damages, and penalties set forth in this Ordinance and otherwise available by law. The administrative citation process is not available to patrons with two prior fare evasion citations.

4.02 Exemption for Minors. This Ordinance does not apply to minors (persons under the age of 18).

4.03 Notice of Violation. Upon determination that a person aged 18 or older has committed a violation Penal Code section 640(c)(1)-(3), and that the violation is the patron's first or second such violation, a JPB Fare Enforcement Agent or peace officer will issue a Notice of Violation. Each Notice of Violation issued under this Ordinance for administrative enforcement of Penal Code Section 640(c)(1)-(3) will include: 1. The date, approximate time, and day of the week of the violation; 2. The violation number; 3. The Caltrain patron’s First Name, Middle Initial, and Last Name; 4. The Caltrain patron’s Address and Date of Birth; 5. The Caltrain patron’s Driver License Number and State Issued, or comparable information from another form of identification (e.g., passport); 6. Caltrain patron’s Descriptors; 7. A reference to this Ordinance and the section of the Ordinance violated; 8. The Administrative Penalty amount ($75.00); 9. The location where the violation occurred, including whether the citation was issued on a train and, if so, the train number and cab number of the train ridden by the patron without the proper fare; 10. The nearest Caltrain station to where the violation occurred, and the county in which the violation occurred; 11. The name and Identification of the issuing Fare Enforcement Agent or peace officer; 12. The signature of the patron; 13. The date when payment is required; 14. Available payment options; 15. Directions on the Initial Review Process; and 16. Directions on the Administrative Hearing Process.

SECTION 5. ADMINISTRATIVE PENALTY AND FEES FOR 1st AND 2nd OFFENSES.

5.01 Administrative Penalties. Upon issuance of a Notice of Violation pursuant to Section 4.03 of this Ordinance, an administrative penalty of $75.00 will be imposed. .

5.02 Payment of Penalties. A person who is issued a Notice of Violation under this Ordinance must pay the associated administrative penalty or contest the notice within 21 days of issuance. Penalties may be paid online, in person, or by mail.

5.03 Late Payment. Failure to make a required payment, or contest a notice, within 21 days from issuance of the Notice of Violation may result in an additional penalty of

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14013002.2 $25.00. If the JPB uses a collection service or enlists assistance from the Franchise Tax Board to collect administrative and late penalties, the person who was issued the Notice of Violation may be required to pay an additional $30.00.

The JPB or designated Third-Party Processing Agent will mail at least one reminder notice to all patrons with late, unpaid penalties upon expiration of the 21-day payment period. The notice will demand payment for the uncollected amount and associated late penalty amounts, and provide information on payment options including addresses and methods of payment.

Patrons with unpaid penalties after 90 days from mailing of the first reminder notice will be sent a delinquency notice indicating the JPB's intent to pursue collections.

SECTION 6. INITIAL REVIEW. Patrons are entitled to seek an Initial Review of any Notice of Violation administrative citation following a process including all of the following steps: 1. Within 21 calendar days from the issuance of the Notice of Violation, a person may request an initial review of the violation by the JPB or designated Third-Party Processing Agency. 2. The request may be made by telephone, in writing, online or in person. 3. There is no charge for this review. 4. If, following the initial review, the JPB is satisfied that the violation did not occur or that extenuating circumstances make dismissal of the Notice of Violation appropriate in the interests of justice, the JPB will dismiss the Notice of Violation. 5. The JPB or designated Third-Party Processing Agency will notify the patron, in writing by mail, of the results of the Initial Review. 6. If the Notice of Violation is not dismissed, the JPB or designated Third-Party Processing Agency will notify the patron of a reason for that denial, of the patron's right to request an administrative hearing, and of the procedure for waiving prepayment of a penalty (in case of an appeal) based upon inability to pay. 7. If the patron is found not liable during the Initial Review process, any amount paid will be refunded.

SECTION 7. ADMINISTRATIVE HEARING. If a person is dissatisfied with the results of an Initial Review, the person may request an administrative hearing no later than 21 calendar days following the mailing of the results of the JPB’s, or Third-Party Processing Agency's, initial review. The Administrative Hearing will be held within 90 calendar days following the receipt of the request for the Administrative Hearing. The person requesting the Administrative Hearing may request one continuance, not to exceed 21 calendar days. The Administrative Hearing process includes all of the following: 1. The person requesting the Administrative Hearing has the choice of a hearing by mail or in person. An in-person hearing will be conducted within the jurisdiction of the JPB, at a location designated by the JPB. 2. The person remits payment for the full amount due on the Notice of Violation. Payment may be made by telephone, in writing, online or in person. 3. The Administrative Hearing must provide an independent, objective, fair, and impartial review of the contested violation(s) in accordance with written procedures established by the JPB.

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14013002.2 4. The Administrative Hearing will be conducted before a hearing officer. The JPB will designate a hearing officer for the Administrative Hearing process. The hearing officer may not be an employee of the JPB nor the contract operator of Caltrain (currently Transit America, Inc. (TASI)). The compensation, continued employment, performance evaluation, and benefits of the hearing officer must not be directly or indirectly affected by the amount of fare evasion violation penalties imposed or upheld by the hearing officer. 5. The Fare Enforcement Agent or peace officer who issued the Notice of Violation is not required to participate in an Administrative Hearing. The JPB will not be required to produce any evidence other than the Notice of Violation. The Notice of Violation, in proper form, will be deemed prima facie evidence of the violation. 6. Following a determination by the hearing officer that a person committed the violation, the hearing officer may allow payment of the administrative penalty in installments or by deferred payment if the person provides satisfactory evidence of an inability to pay the penalty in full. The hearing officer may permit the performance of community service in lieu of payment if the patron shows proof of an inability to pay. The decision of the hearing officer must include reasons in support of the decision rendered. 7. The hearing officer’s decision following the Administrative Hearing may be personally delivered or sent by first class mail. 8. If the person requesting the hearing is found not liable during the Administrative Hearing process, any amount paid will be refunded.

SECTION 8. APPEALS. Within 30 days after mailing of the decision of the Administrative Hearing, the patron may seek review by filing an appeal to be heard by the superior court in the county indicated on the Notice of Violation as the county where the violation occurred. This appeal will be heard de novo, except that the contents of the Administrative Hearing file will be submitted as evidence. A copy of the Notice of Violation will be admitted into evidence as prima facie evidence of the facts. The appeal will be conducted as otherwise provided by law.

SECTION 9. ENFORCEMENT FOR THIRD AND FOURTH OFFENSES. Upon determination that a person aged 18 or older has committed a violation Penal Code section 640(c)(1)-(3), and that the violation is the patron's third or fourth such violation, a peace officer will issue a criminal fare evasion citation to be processed through the superior court rather than the administrative process set forth in this Ordinance. A patron issued a citation for fare evasion for the third time or any time thereafter will be subject to ejection from the train at the next stop and will be excluded from Caltrain for 90 days.

SECTION 10. EFFECTIVE DATE. This Ordinance will be effective February 1, 2018.

SECTION 11. PREEMPTION; SEVERABILITY. Nothing in this Ordinance shall be interpreted or applied to create any power, duty, or obligation in conflict with, or preempted by, any Federal or State law. Even if not preempted by Federal or State law, the provisions of this ordinance will not apply if the Federal or State law is more restrictive toward the practices, activities, and/or uses banned herein. If it is determined that a provision included herein becomes preempted by Federal or State law, that preempted provision will be automatically rescinded from this Ordinance. Such rescission will not

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14013002.2 affect the validity of the remaining portions of this Ordinance. Furthermore, if any provision of this Ordinance, or the application thereof to any person or circumstance, is deemed invalid by a court of competent jurisdiction, such invalidity will not affect other provisions or applications of the Ordinance which can be given effect without the invalid provision or application. To this end, the provisions of this Ordinance are severable.

Adopted this 4th day of January, 2018, by the following vote of the Board.

AYES:

NOES:

ABSENT:

______Chair, Peninsula Corridor Joint Powers Board

ATTEST:

______JPB Secretary

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14013002.2 AGENDA ITEM #13 JANUARY 4, 2018

PENINSULA CORRIDOR JOINT POWERS BOARD STAFF REPORT

TO: Joint Powers Board

THROUGH: Jim Hartnett Executive Director

FROM: Michelle Bouchard Chief Operating Officer, Rail

SUBJECT: CALTRAIN FARE STUDY UPDATE

ACTION This report is for information only. No Board action is required at this time.

SIGNIFICANCE At the December Board meeting, staff will make a presentation to provide an update on key findings from the Fare Study to date and to seek feedback on staff recommendations of draft scenarios with potential changes to Caltrain fares, which will subsequently be tested with Caltrain’s forthcoming Fare Elasticity Model.

BUDGET IMPACT There is no budget impact associated with receiving this presentation. The budget for conducting the Fare Study is $250,000. The Fare Study is included in the Fiscal Year (FY) 2017 and FY2018 budgets. Budget implications of any recommendations resulting from the Fare Study will be included in the results of the study.

BACKGROUND The Peninsula Corridor Joint Powers Board (JPB) is conducting a Fare Study to identify potential opportunities to maximize revenue, enhance ridership, and safeguard social and geographic equity.

There have been multiple discussions with the JPB since August 2016 to seek feedback and receive input. It was discussed that the Fare Study would be conducted in phases and serve to provide updated data and analysis to inform and support potential future fare changes at Caltrain. The first phase of the Fare Study commenced in spring 2017. Staff has provided updates on the progress of the study.

In November 2017, staff provided a staff report and attached memo that included draft documents for the Fare Study, including the Purpose and Need for the Fare Study, Existing Conditions, and Research and Peer Comparison.

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Efforts are currently underway to develop the Fare Elasticity Model, which, when complete, will provide insight on the elasticity of the Caltrain system and allow fare scenarios to be modeled and tested for effects on ridership, revenue, and equity. The Fare Elasticity Model is being developed using the results of the rider survey that was administered on-board the trains and online in September 2017.

This update will also include: · Based on the Fare Elasticity Model that is being developed, an estimated demand elasticity of Caltrain riders · Presentation to summarize the key findings from the draft documents that were distributed to the Board in November, including the Purpose and Need for the Fare Study, Existing Conditions, and Research and Peer Comparison; · Update on the regional effort to explore development of a means-based fare for low-income Bay Area transit riders · Presentation of Draft scenarios of potential changes to Caltrain’s fares and staff will seek Board input on the scenarios presented.

Following the December meeting, the testing of draft scenarios of potential fare changes will commence using the Fare Elasticity Model. Draft model results will be presented to the Board for discussion in January 2018.

Prepared by: Elizabeth Scanlon, Caltrain Planning Manager 650.295.6867

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