MINUTES OF ANNUAL GENERAL MEETING OF BOARD OF DIRECTORS OF SOUTHERN REGIONAL TRANSIT TRAINING CONSORTIUM

May 25, 2016 Los Angeles County Metropolitan Transportation Authority Headquarters Bldg. One Gateway Plaza Los Angeles, California 90012

The Board of Directors of the Regional Transit Training Consortium (the “consortium” or “SCRTTC”) held its Annual General Meeting on May 25, 2016, at LA Metro Headquarters, One Gateway Plaza, Los Angeles, California.

Directors Chair Tommy Edwards, Vice Chair Jack Gabig, Mike Bonacio, Marion Jane Colston, Donna DeMartino, Jess Guerra, Glen Hammonds, Michael Hernandez, Jane Leonard, Jannet Malig (by phone), Kenneth McDonald, Macy Neshati, Greg Newhouse, Joseph Niegoski, Dr. Tom O’Brien, and Cliff Thorne were present for some or all of the meeting. Directors Peter Davis, Kevin McDonald, and Jeff Shaffer were absent.

Also present were the following individuals:

Nina Babiarz (Director of Training, SCRTTC) Anders B. (Andy) Ekloz (CEO, Ebus) Paula Faust (City of Gardena’s GTrans) Alan L. Fox (Secretary, SCRTTC) Larry McLaughlin (College of the Desert) Dana Orduno (Administrative Assistant, LA Metro) David M. Stumpo (Executive Director, SCRTTC) Jon Switalski (V.P. Government Affairs and Business Development, Ebus)

I. Welcome, Roll Call and Introductions

Tommy Edwards, Chair, called the meeting to order at 12:42 p.m., welcomed all Board members, consortium members, and related meeting participants, and thanked them for their attendance. He reminded the directors and meeting participants that the meeting constituted the formal Annual General Meeting of the consortium, although it followed a more informal Board Workshop meeting in the morning among most of the same directors and meeting participants and covered many of the same subjects as are on the immediate meeting agenda. He thanked host LA Metro, and director Marion Jane Colston, for hosting the meeting and providing the lunch which immediately preceded the meeting. Chair Edwards then introduced Anders (Andy) Eklov, CEO of Ebus, whom he asked to provide a brief overview of his company. Eklov explained that Ebus, headquartered in Downey, CA, is the oldest electric bus company, and a company which he described as the premier developer and integrator of electric drive technology for transit applications, and the pioneer of the 22 foot electric bus that now is available with advanced lithium batteries and capable of operating from dawn to dusk without recharging. He predicted that by the period 2020-2025 most buses will be electric, and that such development will represent big, big business for the electric bus industry, and impliedly and hopefully, for Ebus.

Chair Edwards requested self-introductions from those present and on the phone, and all meeting participants proceeded to introduce themselves and their affiliations.

In light of the earlier, morning meeting of the Board and consortium members in a Board Workshop, and the general similarity and overlap between the subjects covered in the earlier meeting and those discussed in the Annual General Meeting of the Board, an informal description of the previous Board Workshop discussions is attached hereto as Exhibit “A”.

II. Approval of Minutes.

Chair Edwards requested any comments, corrections, questions, or additions to the proposed minutes of the immediately previous Board meeting of February 16, 2016. Upon a motion by Greg Newhouse, and seconded by Jess Guerra, the proposed minutes of the Regular Meeting of the Board of February 16, 2016, were unanimously approved.

III. Secretary Report.

Secretary Alan Fox commented that he had no specific report regarding the technical secretarial functions of the consortium. He reminded the meeting participants that there were subjects remaining from previous Board meetings, including the frequently discussed subjects of possible term limits for Board directors as well as staggered terms, and he provided a brief history of the Board’s handling of such subjects in previous meetings. Jack Gabig commented that, notwithstanding the Board’s handling of actual term limits, it might be helpful to provide prospective Board members with some idea of the kind of commitment the Board is looking for in recruiting new members. Chair Edwards supported Gabig’s comments, suggesting that the issue is not so much about term limits as it is about educating members to the consortium’s expectations regarding tenure. Jess Guerra mentioned in turn that the history of the Board to date suggests that Board member commitments have tended to be for the long term, and that prolonged tenure has not been a problem. Guerra and Chair Edwards agreed that there was no need to change the way Board elections are conducted on an annual basis, but if anything there should be more clarity in terms of Board members’ time commitments on the Board. Ken McDonald recommended that Board members join the Board with an understanding of serving for a minimum of two years. Chair Edwards suggested that no immediate action need be taken, that the consortium does not need to adopt term limits, and that the matter be referred to the Administrative Committee with the understanding of adopting paperwork for new members which emphasizes minimum Board service of two or three years. Administrative Committee Co-Chair Jannet Malig agreed.

IV. Management Report.

Dave Stumpo referred meeting participants to the most recent Quarterly Management Report covering the period January through March, 2016, and suggested that he would be open to questions regarding the Report. Joe Niegoski commented on the importance of apprenticeship and worker collaboration efforts and emphasis, and Nina Babiarz agreed, mentioning that the subject is on the Education Services Committee agenda. Niegoski as well commented that he has been encouraged to emphasize the importance of specialized training for dispatchers and road supervisors as among special skills required for the workforce. Mike Hernandez mentioned his understanding of a recent award of the California Community College Chancellor’s office focused on the Santa Clara area, to which Stumpo explained that such award appears to be centered at this point on the local Santa Clara Valley Transportation Authority.

V. Board and Committee Reports.

A. Government Relations Committee Activities Report.

Committee Chair Jane Leonard reported that she, Donna DeMartino, and Macy Neshati’s government relations counterpart at BYD, among many others, were in Sacramento the previous day for the CTA Legislative Conference. Jane distributed a revised and amended SCRTTC flyer featuring the consortium and containing the consortium’s most recent quarterly numbers, including numbers of training hours, as well as what she described as an updated single-page “partners’ flyer” to be distributed to stakeholders to promote partnering with SCRTTC in advanced technology procurements and grant applications. She commented that quite a few partnerships have been established for current funding opportunities.

Jane described the Federal Transportation Administration’s (FTA) “LoNo Emission Vehicle Deployment Program”, as well as the FTA’s Bus and Bus Facilities 5339(b) Grants. She reported with enthusiasm that the new Federal FAST Act allows the expenditure of up to 0.5% of allocated (or awarded) FTA 5307 Capital funds for workforce development. She as well noted the California Cap & Trade funding through the Low Carbon Transit Operations Program (LCTOP) and the California Air Resources Board’s (CARB) Zero-Emission Truck and Bus Pilot Commercial Deployment Program. Nina and Paula Faust in turn added that significant funding from CARB and the California Energy Commission (CEC) is as well being anticipated in support of development for electric vehicles. Jane commented in conclusion of her report that Nina does an “amazing” job of keeping track of the various workshops, conferences, and related gatherings where funding opportunities become publicly known.

B. Finance and Budget Committee Report.

Dave Stumpo, speaking in the absence of a Finance Committee Chair, raised the subject whether membership dues should be increased, or otherwise altered. After a short discussion, it was determined that membership dues would not be increased or changed for the forthcoming fiscal year. Donna DeMartino moved that proposed Resolution No. R-16-0525 (a)(b), retaining the same annual membership fees for FY 2016/17, adopting the annual budget for July 1, 2016 to June 30, 2017, and commencing membership invoicing in August, be approved, Michael Hernandez seconded the motion, and the motion was unanimously approved.

Stumpo provided a brief membership report, referring to the above- referenced Quarterly Management Report for more detail. Vice Chair Jack Gabig confirmed his intention to resign from the Board, having retired from GTrans several months previously, and Chair Edwards warmly thanked Gabig for his years of service and efforts on behalf of the consortium. Upon motion by Jannet Malig, and seconded by Cliff Thorne, Jack Gabig’s resignation from the consortium Board was approved, Macy Neshati opposing Gabig’s resignation in a gesture of appreciation and friendship.

C. Educational Services Report.

Committee Co-Chair Greg Newhouse commented as previously discussed that there is currently little consortium money for course development. He thanked L.A. Trade Tech College for stepping up to provide help in course development among electrical courses, especially with regard to high voltage safety matters included in the Electrical III course, and he as well mentioned with thanks the assistance of his own San Diego Miramar College for its help with the Electrical III course, all of which course development he characterized as a great advancement in training. He as well thanked Glen Hammonds and Santa Ana College for adding a new trainer. Newhouse reported the presence of David Nichols of the California Energy Commission at the last Educational Services Committee meeting, who he described as having been impressed with the consortium’s training and who may be able to help with funding from the CEC for workforce development, especially in the alternate fuels and natural gas areas.

D. Administration Committee Reports.

i]. Evaluations. Chair Edwards requested Stumpo and Nina to leave the meeting room for the purpose of a candid discussion of consultant evaluations. Committee Co-Chair Jannet Malig thanked everyone for their efforts in compiling and submitting personnel evaluations. Chair Edwards explained the contractor status of Aptrex, and of Dave Stumpo and Nina Babiarz, and further explained that one task of the Committee and Board was to do an evaluation of Aptrex’s services, both with respect to Stumpo’s executive director responsibilities and also regarding his management of the consortium’s Strategic Plan. General discussion ensued, with salient comments concerning the need for more specific descriptions of expectations and what Stumpo has been asked to do, and concern for a possible overemphasis by the consortium on administrative responsibilities at the expense of marketing and membership outreach. Committee Chair Malig generally characterized the evaluations as being “pretty good”, with some areas for improvement. Various positive and negative comments were offered regarding the consultants, and certain Board members strongly expressed the view that the Board’s approach should focus on Stumpo’s managerial and organizational responsibilities rather than in appraising Nina’s performance as well. Consensus appeared to emerge that professional expectations and concerns should be clearly stated within a contractual context in order for a collective understanding of Aptrex’s responsibilities to be shared by all, and that such evaluations should be shared with Aptrex immediately rather than in the indefinite future. Stumpo and Nina returned to the meeting.

ii]. Strategic Plan Report Update. Stumpo provided a Strategic Plan update, and distributed a blank form on which he asked the Board members to select and indicate what areas in the 2016-2017 Strategic Plan work they wished to serve. He indicated that the Board members will in essence be building their own tasks, and be their own goal owners, in pursuing continued performance under the Strategic Plan. Stumpo as well announced that Proterra and BYD have joined the consortium as private partner sponsors, and that the University of California, Santa Cruz has joined as a consortium member.

E. James A. Ditch Education Fund.

Paula Faust, who has successfully and effectively overseen the Ditch golf tournament in the past, reported that the 2016 Ditch golf event will take place on November 15th, in Oakland, preceding the CTA annual meeting November 16-18th. She commented that several golf courses are currently being reviewed, and that the selected course will be confirmed and contracted by the end of August, following which vendor solicitations will be commenced. Chair Edwards noted that the Fund is in good shape. Stumpo added that there is approximately $102,000 in the Fund currently. Chair Edwards expressed his and the consortium’s thanks for Paula’s past and future work on the tournament and that of the golf committee.

F. Administration Committee Reports (Continued).

i]. Board and Officer Elections. Chair Edwards returned to the Administration Committee Reports, and asked Secretary Alan Fox to offer comments or recommendations regarding the consortium Board for the 2016-2017 fiscal year. Fox reported that the recommended slate of Board members for the forthcoming year would be as discussed in the morning’s Workshop, and would be the same as the current Board membership, with the exception of the recommended additions of Larry McLaughlin of College of the Desert and Paula Faust of City of Gardena’s GTrans to the Board, and the removal of Jack Gabig by virtue of his resignation. Fox listed the recommendations for the Board for the following year as follows:

Mike Bonacio (OMNITRANS) Marion Jane Colston ( L.A. Metro) Peter Davis (Advanced Transportation and Renewable Energy) Donna DeMartino (San Joaquin Regional Transit District) Tommy Edwards (Sunline Transit) Paula Faust (City of Gardena’s GTrans) Jess Guerra (L.A. Trade Tech College) Glen Hammonds Santa Ana College) Michael Hernandez (Monterey-Salinas Transit) Jane Leonard (Culver City Transportation Department) Jannet Malig (ATTEi Director, Cerritos College) Kenneth A. McDonald () Kevin McDonald () Larry McLaughlin (College of the Desert) Macy Neshati (BYD) Greg Newhouse (San Diego College Miramar College) Joseph W. Niegoski (APTA) Thomas O’Brien (California State University Long Beach) Jeff Shaffer (Amalgamated Transit Union Local 1277) Clifford Thorne (OCTA)

Jane Leonard moved to elect the above-named individuals as directors for the coming year, and Cliff Thorne seconded the motion. The motion, and election of the directors, was unanimously approved.

Fox then suggested that the consortium officers for the following year be considered. Upon motion of Jess Guerra, and seconded by Macy Neshati, the election of Tommy Edwards to be Chair of the consortium was unanimously approved. Edwards suggested that he would then like to have the position of Vice-Chair considered, following which several names and potential candidates were identified and tentatively nominated, including Jess Guerra and Tom O’Brien. Edwads ultimately indicated that he would like to table the election of the Vice Chair until the August Board meeting, with the understanding that Guerra would discuss the position with several of the possible candidates. After discussion regarding the vacant financial positions, Chair Edwards moved to elect Jane Leonard as the consortium’s Chief Financial Officer, Macy Neshati seconded the motion, and Jane Leonard was unanimously elected Chief Financial Officer, and, by implication, Chair of the consortium’s Financial Committee. In light of Jane’s election as Chief Financial Officer, discussion turned briefly to Jane’s current role as Chair of the Governmental Relations Committee, and a suggestion was offered that Paula Faust would perhaps consider replacing Jane as Chair of such latter committee. It was understood that Chair Edwards will consider such committee role changes in the near future.

Dave Stumpo proceeded to identify certain possible candidates for future involvement with the consortium, either as potential Board members or in other capacities working closely with the consortium, including Bob Bach (Riverside Transit), Elliot Carson (Complete Coach Works), Melissa Infusino (Long Beach City College), and Diana Kotler (Anaheim Transportation Network).

VI. New Business/Open Items/Discussion/ Questions/Answers.

A. Resolution #16-0525E To Adopt and Exercise Year 3 of 3 Management Contract.

Mike Bonacio moved approval, Jane Leonard seconded, and Resolution #16-0525E to adopt and exercise Year 3 of the consortium’s 3-year management contract with Aptrex Institute for the management and oversight of the LA BOS Contract was unanimously approved.

B. Resolution #16-0525F To Adopt and Exercise Year 3 of 3 Strategic Plan Contract.

Mike Bonacio moved approval, Greg Newhouse seconded, and Resolution #16-0525F to extend the consortium’s professional services contract with Aptrex Institute for the oversight of the Strategic Plan was unanimously approved.

C. Other Proposed Resolutions.

It was noted that the election of a new Board and related leadership positions had already been approved, and that accordingly a further resolution containing such approvals was not necessary. Regarding proposed Resolution #16-0525G concerning the adoption of the 2016-2017 Calendar of Meetings, suggestions were advanced that perhaps Wednesdays as the preferred or proposed dates for Board meetings might not be as convenient for many Board members and meeting participants as Tuesdays. After discussion, Mike Hernandez moved, and Mike Bonacio seconded the motion, that proposed Resolution #16-0525G be amended to fix the dates of future Board meetings for the forthcoming year on Tuesdays preceding the previously proposed dates, or August 23rd, November 8th, February 14th , and May 23rd. The motion approving the Resolution identifying the Board meeting dates as amended was unanimously approved.

D. Announcements.

Joe Niegoski announced that the APTA Annual Meeting will be held in Los Angeles September 11th through the 14th, 2016, and that a regional organizational development workshop will be held September 9th from roughly 9:30 a.m. to 3:30 p.m., to which APTA would like to invite the academic community in particular. He asked the meeting participants to mark their calendars accordingly, and to let their colleagues know of the meeting and encourage their participation. Nina announced in turn that Joe Niegowski’s new APTA business title is Senior Director of Educational Services. Marion Jane Colston similarly announced an L.A. Symposium during the APTA meetings to be sponsored by L.A. Metro and led by L.A. Metro’s CEO Phillip A. Washington and DCEO Stephanie Wiggins, entitled “Utilizing Transportation Investment to Positively Drive Community Impacts---Jobs, Greater Opportunity and Inclusion”, from 3:45-5:15 p.m. on September 12th.

Chair Edwards congratulated Cliff Thorne and his OCTA team for the launch of its fuel cell bus. Thorne explained and described details surrounding the launch.

The meeting adjourned at 3:00 p.m.

Respectfully submitted,

Alan L. Fox Secretary

EXHIBIT A

ANNUAL WORKSHOP

OF THE BOARD OF DIRECTORS

OF THE SOUTHERN CALIFORNIA REGIONAL TRANSIT TRAINING

CONSORTIUM

MAY 25, 2016

9:00 A.M.---12:15 P.M

The Board of Directors of the Southern California Regional Transit Training Consortium (the “SCRTTC” or “consortium”) held its Annual Workshop on the morning of May 25, 2016, at the Los Angeles Metro Headquarters Building, One Gateway Plaza, Los Angeles, California, preceding the Annual General Meeting of the Board and its members.

The following Board members were in attendance: Chair Tommy Edwards; Vice Chair Jack Gabig; Mike Bonacio; Marion Jane Colston; Donna DeMartino; Jess Guerra; Glen Hammonds; Michael Hernandez; Jane Leonard; Ken McDonald; Macy Neshati; Greg Newhouse; Joe Niegoski; Tom O’Brien; and Cliff Thorne. Also in attendance were Nina Babiarz (Training Director, SCRTTC; Anders B. (Andy) Eklov (CEO, Ebus); Paula Faust (City of Gardena’s GTrans); Alan L. Fox (Secretary, SCRTTC); Larry McLaughlin (College of the Desert); David Stumpo (Executive Director, SCRTTC); and Jon Switalski (V.P. Government Affairs and Business Development, Ebus). Chair Edwards and Dave Stumpo opened the meeting at approximately 9:00 a.m., following a continental breakfast for all meeting participants.

The Board has previously chosen to exclude formal written minutes of its Workshop discussions and deliberations in order to encourage the free flow of discussion and ideas. In light of the combination of the Workshop and the consortium’s Annual General Meeting on the same day, and the similarity and interaction of subjects considered and discussed between the two meetings, it was felt important for clarity and understanding that an informal record of the Workshop discussions be maintained.

I. Opening Comments---Roll Call.

Chair Tommy Edwards welcomed everyone to the Workshop, thanked all meeting participants for attending the meeting, and requested self- introductions from all those in attendance. Following introductions, Chair Edwards announced that Board member Joe Niegoski would receive the long distance award for traveling the furthest distance to attend the meetings. Chair Edwards thanked Marion Jane Colston and L.A. Metro for hosting the Workshop meeting and the afternoon Board Annual General Meeting.

Dave Stumpo introduced himself as the morning facilitator for the Workshop. He outlined the morning’s agenda as follows:

1) Needs Assessment---Nina Babiarz to discuss, and outline what the Board should be thinking about; 2) Finance/Budget---The Board is currently working off no active grants. 3) Funding Update Discussions---What’s in the works 4) Board Composition and Updates 5) Strategic Plan 6) Calendar Housekeeping---The consortium’s calendar for the future

Joe Niegoski suggested that the discussions to come address growth, and where the consortium is to go over the next few years.

II. Presentation #1---Training. Greg Newhouse and Nina Babiarz

A. Needs Assessment Summary. Nina indicated that a formal needs assessment summary will be posted to the website during the coming week end, and she proceeded to distribute a “2016 Needs Assessment Survey”. She discussed the survey, commenting that an annual training needs assessment is absolutely crucial to the consortium’s work, and that the consortium’s Strategic Plan identifies 7 key goals, including training effectiveness and organizational effectiveness. She identified an increased focus on electrical training, HVAC and HVAC upgrades, and Cummins 8.9 series as among the 2016 needs assessment requirements. She as well distributed a “2016 Needs Assessment Course History”, including prior such assessment recommendations and gaps accomplished and a list of courses which are difficult to obtain elsewhere. Nina mentioned as a “Task #2” within the training presentation the intent to discuss the possible changing of the day of the week in which training is delivered. Discussion ensued regarding needs assessment results, with suggested additions to the needs requirements mentioned and further discussion about supervisory classes, the levels of supervision, and who performs the training classes. Jane Leonard inquired whether the contemplated new training contained any potential for developing collision avoidance. Nina commented that there will and should be additional emphasis on surveillance, and Stumpo partially responded to Jane’s question by underlining that determination of certain specialized classes can and should be made by individual transit agencies, to which Chair Edwards added that certain training prerequisites can as well be handled within the individual community college systems.

B. Training Calendar for FY 16/17. Nina and Greg Newhouse distributed a course calendar for the forthcoming year. They explained that DVOM and Electric I through III are the training courses needed for electric buses. Nina as well explained how funds from the California Energy Commission grant to GTrans will be folded into consortium training. Stumpo further explained that the consortium works its training calendar based upon its budget.

At the suggestion of Chair Edwards, there ensued a five-minute meeting break.

III. Presentation #2---Finance/Budget/Funding.

A. Proposed Budget FY 16/17. Jane Leonard and Dave Stumpo provided a funding update from June, 2015, explaining that the current sources of consortium revenues come almost exclusively from membership fees, private partnership fees, and the current funding from LA BOS. Stumpo summarized the consortium budget, raised a general question whether it is an appropriate time to raise membership fees, and asked for questions regarding revenues. Ken McDonald commented that it is always a good idea to have a development “needs” list, in order to cite an appropriate “wish list” in the course of fund raising, and Nina added that the consortium should perhaps update such a list of needs into a fund raising flyer for use by the Governmental Relations Committee much as its current flyers are being used. Greg Newhouse interjected that the Education Services Committee needs to have direction from the Board if there is strong feeling about the Committee’s direction.

Stumpo addressed consortium expenses as being relatively straightforward, and handled as an offset from revenues much as would be managed in any consulting work. Macy Neshati emphasized that the consortium simply must address and develop the handling of electric batteries for buses, and spend the money necessary for such course development, to which Joe Niegoski added that perhaps it would be helpful to have a parallel spread sheet which highlights the new areas which have to be developed. Jane Leonard in turn suggested on behalf of LA BOS that perhaps in the next round of applications for funding from LA BOS that funding should be specifically and separately applied for electric buses. Jane as well strongly suggested that more consortium expense for general consulting should be devoted to travel, conference attendance, and appearances generally on behalf of the consortium.

Mike Hernandez returned the Board’s attention to Stumpo’s earlier question whether the consortium should raise membership fees, following which general discussion and explanations ensued regarding how membership fees are currently allocated based on fleet size in the case of the transit agencies. Jane responded in the negative to the question of raising membership fees, suggesting that such a decision should not be made arbitrarily and should be referred to a task force. Alan Fox suggested in the spirit of the financial discussions that the consortium needs a financial V.P., to which Ken McDonald and Macy Neshati agreed that a financial officer is needed. A suggestion was offered regarding Jane Leonard as a possible consortium financial vice president and Committee chair, Jane admitted that her professional background is in finance, and Neshati praised Jane’s work, leading to a collective impression on the part of the meeting participants that Jane Leonard would be an appropriate candidate for the consortium financial positions.

Greg Newhouse announced that he will retire from Miramar College as of the end of December, and he encouraged other college representatives to step up in connection with Educational Services Committee efforts and responsibilities. Chair Edwards praised Newhouse’s work on behalf of the consortium, and commented on the advantages of a community college representative in a leadership position on the Committee. Mike Hernandez similarly commented that he will retire early in the new year in 2017, and that his service on the Board will conclude as of year-end in December.

IV. Presentation #3---Board Slate Update.

At Chair Edwards suggestion, Alan Fox briefly summarized the status of the Board, commenting that there are presently 19 Board members, and that each Board member had been contacted in advance of the meeting concerning his/her willingness, desire, and ability to continue to serve. Fox reported that one Board member, Jack Gabig, plans to retire, and resign, from the Board, and that two Board candidates, Larry McLaughlin of College of the Desert and Paula Faust of City of Gardena’s GTrans, will be recommended as new Board members during the afternoon Annual General Meeting . Fox and Dave Stumpo identified several other possible candidates for the Board who may be considered in the near future. Fox indicated that with the exception of Jack Gabig’s resignation, all current Board members will be recommended to continue in their positions on the Board.

Chair Edwards requested that the meeting pause for a lunch break, with the intention of beginning the Annual General Meeting at conclusion of the lunch break.

---Lunch Break---