BOARD OF DIRECTORS

APRIL 12, 2013

SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY

BOARD ROSTER SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY

County Member Alternate

San Bernardino: Patrick Morris (Chair) Larry McCallon* Mayor Mayor 2 votes City of San Bernardino City of Highland

Paul Eaton Alan D. Wapner* Mayor Council Member City of Montclair City of Ontario

Orange: Michael Hennessey (Vice-Chair) Carolyn Cavecche* OCTA Public Member OCTA Appointee 2 votes Shawn Nelson Supervisor, 4th District County of Orange Vice-Chair, OCTA Board of Directors

Riverside: Daryl Busch (2nd Vice-Chair) Andrew Kotyuk* Mayor Council Member 2 votes City of Perris City of San Jacinto

Karen Spiegel Adam Rush* Chair, RCTC Board of Directors Mayor Pro Tem Council Member City of Eastvale City of Corona

Ventura: Keith Millhouse Brian Humphrey Council Member Commission Member 1 vote City of Moorpark VCTC

Los Angeles: Michael Antonovich Robert T. Bartlett Supervisor, 5th District Metro Appointee 4 votes County of Los Angeles Chairman, Metro Board of Directors

Richard Katz Jaime de la Vega Metro Board of Directors General Manager, Metro Appointee City of Los Angeles Department of Transportation Metro Appointee

Don Knabe Beatrice Proo Supervisor, 4th District Metro Appointee County of Los Angeles Metro Board of Directors

One Gateway Plaza, 12th Floor, Los Angeles, CA 90012 SCRRA Board of Directors Roster Page 2

Mark Ridley-Thomas Tom Lackey Supervisor, 2nd District Mayor Pro Tem County of Los Angeles City of Palmdale Metro Board of Directors

EX-OFFICIO MEMBERS

Southern California Association of Governments:

Ron Roberts Councilmember City of Temecula

San Diego Association of Governments:

[CURRENTLY AWAITING APPOINTMENT]

Contact: Linda Culp Principal Planner – Rail

State of California:

Michael Miles Director, Caltrans District 7

Alternate: [CURRENTLY AWAITING APPOINTMENT]

*Alternates represent either member Revised 04/04/13

SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY SCRRA BOARD OF DIRECTORS MEETING FRIDAY, APRIL 12, 2013 – 10:00a.m. LOS ANGELES COUNTY REVISED METROPOLITAN TRANSPORTATION AUTHORITY (METRO) BOARD ROOM APRIL 11, 2013 ONE GATEWAY PLAZA, 3RD FLOOR LOS ANGELES, CALIFORNIA 90012 AGENDA DESCRIPTIONS The agenda descriptions are intended to give notice to members of the public of a brief general description of items of business to be transacted or discussed. The posting of the recommended actions does not indicate what action will be taken. The Authority may take any action that it deems to be appropriate on the agenda item and is not limited in any way by the notice of the recommended action.

Southern California Regional Rail Authority Consent Calendar Matters (Items 15-27) to be approved in one motion unless a Board Member requests separate action which it deems to be appropriate on the agenda item and is not limited in any way by the notice of the recommended action. The Chair reserves the right to discuss the items listed on the agenda in any order.

A person with a disability may contact the Board Secretary’s office at (213) 452-0255 or via email [email protected] at least 72-hours before the scheduled meeting to request receipt of an agenda in an alternative format or to request disability-related accommodations, including auxiliary aids or services, in order to participate in the public meeting. Later requests will be accommodated to the extent feasible.

SUPPORTING DOCUMENTATION The agenda, staff reports and supporting documentation are available from the Board Secretary, located at One Gateway Plaza, 12th Floor, Los Angeles, CA 90012, and on the Metrolink website at www.metrolinktrains.com under the Meetings & Agendas link.

PUBLIC COMMENTS ON AGENDA ITEMS Members of the public wishing to address the Board of Directors regarding any item appearing on the agenda may do so by completing a Speaker’s Form and submitting it to the Board Secretary. Speakers will be recognized by the Chairman at the time the agenda item is to be considered. When addressing the Board, please state your name for the record. Please address the Board as a whole through the Chair. Please note comments to individual Board members or staff are not permitted when addressing the Board. A speaker’s comments shall be limited to three (3) minutes.

PUBLIC COMMENTS ON ITEMS NOT ON THE AGENDA Members of the public wishing to address the Board of Directors regarding any item not on the agenda, but within the subject matter jurisdiction of the Board, will be taken under Item 3 (Public Comment), and will be subject to the same guidelines as noted above.

One Gateway Plaza, 12th Floor, Los Angeles, CA 90012 SCRRA Board of Directors Meeting Agenda Transmittal Date: April 511, 2013 Meeting Date: April 12, 2013 Page 2

1. Call to Order

2. Pledge of Allegiance

REGULAR CALENDAR

3. Public Comment

4. Approval of Consent Calendar

Consent Calendar Items 15-27 listed at the end of the agenda.

5. Metrolink Finances – 60-day Progress Report to the Board of Directors and the Finance Ad Hoc Committee

The Chief Executive Officer will provide a 60-day update addressing the findings of the Finance Ad Hoc Committee and detailed in its report presented to the Board on February 8, 2013. There is no written document.

6. Approval of Evaluation Criteria – Request for Proposal No. SP388-13 – Financial Consulting Services

Proposed evaluation criteria were developed to initiate a competitive procurement to retain a technically qualified firm to provide financial consulting services. The successful firm will focus on four major categories: 1) assess current and future financial system capabilities; 2) assess current staffing levels and skill sets; 3) assess existing policies and procedures; and 4) assess the finance organization and interrelationships with other SCRRA departments. The firm will be required to complete ten (10) deliverables as identified in Attachment 2, Scope of Services of the staff report.

Staff requests the Board approve the proposed evaluation criteria detailed in Attachment 1 of the staff report, specifying a weighting of eighty percent (80%) for technical qualifications and twenty percent (20%) for cost, to retain one or more firms to provide financial consulting services outlined in the Scope of Services, Attachment 2. The proposed criteria are consistent with the Board-approved Contracts Administration and Procurement Policy CON-7, Technical and Cost Criteria Weights. Although the process of adopting evaluation criteria has no budget impact, funds for third party financial consulting services are included in the proposed Operating Budget for FY2013-14. Page 1

7. Amtrak Compliance Oversight

Amtrak management will provide a presentation on Amtrak crew operations as they pertain to safety. Metrolink staff will provide a presentation on oversight of Amtrak crews. There is no written document. The Board may receive and file this report.

SCRRA Board of Directors Meeting Agenda Transmittal Date: April 511, 2013 Meeting Date: April 12, 2013 Page 3

8. Public Review Process for Potential Fare Adjustments

The Southern California Regional Rail Authority (Authority) is required, as directed under the terms of the Joint Exercise of Powers Agreement (JPA), to provide to its Member Agencies, on or before May 1 of each year, a Preliminary Budget and a capital improvement program, effective July 1 of the succeeding fiscal year, for individual agency consideration and approval. The Authority’s Board shall adopt its final budget by no later than June 30 each year. Staff anticipates that the Authority’s proposed FY2013-14 budget will reflect a funding gap, due to inflation and increased operational expenses, such as for Positive Train Control (PTC). Options to close the anticipated funding gap include (1) increases to Member Agency subsidies, (2) increases to passenger fares, (3) service reductions, or (4) a combination of some/all of these options. Please note that prior to Board consideration of any proposed fare increase, state and federal law requires a public review process, and a Title VI analysis.

To the extent the FY2013-14 budget does indeed reflect a funding gap, staff recommends the following items, any one of which would require a public review process, CEQA analysis and Title VI analysis:

1) A system-wide average fare increase up to 10% for all fare media types except the Weekend Pass to be implemented as early as July 1, 2013.

2) Change the Weekend Pass to a day pass valid for system-wide travel on either Saturday or Sunday priced at $10. The Weekend Pass would be renamed the Weekend Day Pass. Unlimited system-wide travel privileges from 7:00 p.m. Friday to 11:59 p.m. Sunday would remain intact for Monthly Pass holders.

3) Amend the Personal Care Attendant (PCA) free ride policy and require all PCAs to obtain an official Metrolink PCA Identification Card at a cost of $25 a year.

4) Amend the Personal Care Attendant (PCA) free ride policy to require a PCA to purchase a regular or Senior/Disabled/Medicare reduced fare.

A public hearing has a minimal impact on the budget. Use of existing Authority communications channels will be utilized to reach our customer base. A small fee is spent to post the Notice of the Public Hearings in print media. However, the decision made as a result of the public hearing will have an impact on the budget. Page 8

9. Positive Train Control Program – Quarterly Update of Project Status and Contract No. H1636-10 Change Orders

Staff has committed to providing the Board quarterly updates of the overall status of the Authority’s Positive Train Control (PTC) Program and on Change Orders for Contract No. H1636-10 Positive Train Control System with Parsons Transportation Group, Inc. The following staff report plus attachments fulfills this requirement. Exhibit A is a summary of Contract No. H1636-10 contract changes and Exhibit B is the PTC Bi-Monthly Status Report.

SCRRA Board of Directors Meeting Agenda Transmittal Date: April 511, 2013 Meeting Date: April 12, 2013 Page 4

The Board may receive and file this report. There is no immediate budget impact as a result of this status report. Included within the pending and forecasted Change Orders listed at the end of this report, staff is requesting Board approval to proceed with the negotiation and signing of a short term nine to twelve month equipment lease for three to six additional locomotives and a six month extension to the Digicon computer aided dispatch system license agreement. Both of these Change Orders or contract actions would be largely paid by Parsons to accelerate the schedule or offset contractor PTC program delays. Reimbursement of these costs by Parsons would be negotiated as a credit to the contract liquidated damages. There is no immediate budget impact as a result of this status report. Page 16

10. AB1234 Meetings Attended by Members of the Board of Directors

A report on meetings attended by members of the Board of Directors is provided in compliance with the Authority’s policies and "AB 1234" (Government Code Section 53232 et seq). Members of the Board of Directors have requested that reports be filed with the Board relating to meetings or activities that they have attended on behalf of the Authority in the performance of official duties during the previous month for which they have claimed reimbursable expenses.

The Board may receive and file this report. Funds for eligible expense reimbursement are provided in the FY2012-13 budget. Page 59

11. Chief Executive Officer’s Report

. Agency Update

12. Chair’s Comments

13. Board Members' Comments

CLOSED SESSION

14. Closed Session

a. PUBLIC EMPLOYEE DISCIPLINE / DISMISSAL / RELEASE – Pursuant to Government Code Section 54957

CONSENT CALENDAR (As referenced in Item 3)

15. Approval of Minutes – (a) March 8, 2013 Board of Directors Meeting and (b) March 22, 2013 Special Board of Directors Meeting

Staff recommends the Board approve (a) Minutes of the March 8, 2013 Board of Directors Meeting and (b) March 22, 2013 Special Board of Directors Meeting. Page 61

SCRRA Board of Directors Meeting Agenda Transmittal Date: April 511, 2013 Meeting Date: April 12, 2013 Page 5

16. Contract No. SP256-09 – Holiday Train Production Services – Contract Extension and Increase in Contract Authority – Show Development West, Inc.

Production services are required to prepare and present the Metrolink Holiday Train program for calendar year 2013.

The Legislative and Communications Committee recommends the Board approve and authorize the Chief Executive Officer to amend Contract No. SP256-09 for holiday train production services to Show Development West, Inc.to add one year to the period of performance and increase the contract funding authorization by $160,000 for a new total not-to-exceed amount of $844,550. Funding for the holiday train production services will be included in the proposed FY2013-14 Operating Budget subject to Board approval. Page 75

17. Sales and Marketing Update

At the March 8, 2013 Legislative and Communications Committee, staff provided a presentation that showed an overview of upcoming promotional opportunities for the next few months. Staff also reported on the TRANSporter ridership for the Antelope Valley line and the Revenue Advertising Request for Proposal. Page 77

18. Adoption of the 2013 Federal and State Legislative Program

Each year the Metrolink Board of Directors adopts a legislative program to establish the agency’s priorities and guide advocacy efforts in Sacramento and Washington D.C. Staff has prepared the 2013 legislative platform for consideration by the Board.

The Legislative and Communications Committee recommends the Board adopt the 2013 Federal and State Legislative Program. The legislative program will be the blueprint for advocacy efforts in the 2013 legislative session. The legislative program could impact actions towards obtaining federal and state funding. Page 81

19. State and Federal Legislative Update

Update on current issues in State and Federal Government Affairs. Each month the government relations staff provides the Committee with a summary of recent developments in state and federal governance that may affect Metrolink.

The Board may receive and file this Item. There is no immediate budget impact as a result of this status report. Page 93

SCRRA Board of Directors Meeting Agenda Transmittal Date: April 511, 2013 Meeting Date: April 12, 2013 Page 6

20. Bombardier Generation 2 Car Sale Update

Staff will review the status of the Bombardier Generation 2 Invitation for Bid (IFB) issued in December 2012. In January 2012, the Board adopted the 2012 – 2017 Metrolink Fleet Plan. With the introduction of the Hyundai Rotem Guardian cars, the plan discussed the need for a possible Board decision regarding the excess of approximately 20 older passenger car vehicles.

The Board may receive and file this report. There is no budget impact to the FY2012- 13 Operating Budget as a result of this status report. Revenue from the potential sale was planned to fund the upcoming car rehab program. The loss of this funding source reduces the overall rehab program by 6 cars additionally. Through the Strategic Planning process, the Authority will need to find an alternate source of money to provide match to Proposition 1A rehab funds. Page 97

21. Preliminary Fiscal Year 2013-14 (FY14) SCRRA Budget Update

Staff provided a status report of the revised timeline for consideration of the preliminary Fiscal Year 2013-14 (FY14) budget. The Budget Development Calendar is included as Attachment A for reference.

The Board may receive and file this report. There is no budget impact as a result of this status report. Page 100

22. Public Review Process for Potential Disparate Impact and Disproportionate Burden Policies

The Federal Transit Administration (FTA) requires that transit agencies provide the public an opportunity to comment on proposed policy changes. The Southern California Regional Rail Authority (Authority) must seek public comments for the adoption of these policies whether or not a fare increase is being considered to remain in compliance with FTA regulations by July 2013.

The Safety and Operations Committee recommends the Board approve and direct staff to seek public comments on the proposed policies below:

1) Disparate Impact Policy Thresholds (Proposed Policy - Attachment A)

2) Disproportionate Burden Policy Thresholds (Proposed Policy – Attachment B)

A public comment process has a minimal impact on the budget. Use of existing Authority communications channels will be utilized to reach our customer base. A small fee is spent to post the Notice of the Public in print media. Page 101

SCRRA Board of Directors Meeting Agenda Transmittal Date: April 511, 2013 Meeting Date: April 12, 2013 Page 7

23. Cooperative Agreement for San Clemente Wayside Warning Horns and Associated Pedestrian Grade Crossing Improvements Project

A cooperative agreement between Southern California Regional Rail Authority (Authority) and Orange County Transportation Authority (OCTA) is needed to implement the installation of wayside train approach warning horns and associated pedestrian grade crossing improvements at seven (7) locations in San Clemente (the “Cooperative Agreement”). The total cost to the Authority of the work contemplated by the Cooperative Agreement is $4.2M. OCTA will advance funds to the Authority sufficient to begin and continue the projects and ultimately reimburse the Authority for all of its costs and expenses incurred under the Cooperative Agreement.

The Safety and Operations Committee recommends the Board approve the draft Cooperative Agreement (contained in Attachment A of the staff report) and authorize the Chief Executive Officer, subject to further negotiations of any remaining terms and conditions, to execute the Cooperative Agreement on behalf of the Authority. All of the Authority’s costs and expenses incurred under the Cooperative Agreement will be reimbursed by OCTA. There is no ultimate budget impact. Page 107

24. Approval of Evaluation Criteria – Request for Proposal No. E740-13 – On-Call Professional Engineering Design and Support Services

Proposed evaluation criteria have been developed to initiate the competitive process to retain a bench of qualified consultants to provide on-call professional engineering design and support services. The Engineering and Construction Department anticipates a wide variety of small and large projects over the course of the next five (5) years, including grade crossing safety improvements, mainline track and siding extensions, station construction and expansions, and third party projects. Engineering services would also be required and related to providing independent design reviews, checks and audits of the work products produced by other consultants.

The Safety and Operations Committee recommends the Board approve the proposed evaluation criteria detailed in Attachment 1 of the staff report and specifying a weighting of 100% to prequalify and retain a bench of firms to provide on-call professional engineering design and support services. The proposed criteria are consistent with the Board-adopted policy and statutory requirements, which mandate the use of an exclusively qualifications-based selection process to award architectural and engineering (A&E) professional service contracts. Approval of evaluation criteria has no budget impact. Funding for these services will be requested in the FY2013-14 Capital Budget and by third party reimbursable funds. Page 126

SCRRA Board of Directors Meeting Agenda Transmittal Date: April 511, 2013 Meeting Date: April 12, 2013 Page 8

25. Contract No. MS214-09 – Request for Increase to FY2012-13 Contract Authorization for Track and Structures Maintenance – Veolia Transportation Maintenance and Infrastructure, Inc.

An increase in contract authorization is needed to fulfill Southern California Regional Rail Authority (Authority) commitments to support third-party projects scheduled to start in FY2012-13. This increase in contract authorization will be used to issue contract task orders (CTOs) to support recollectable projects on behalf of third parties and freight railroads for grade crossing upgrades, grade separations, track maintenance, and right-of-way and property maintenance services. The work is authorized under CTOs dependent on project funding. One of the projects in particular is the installation of wayside warning horns to be installed at seven (7) at-grade pedestrian crossings in San Clemente to warn the public of approaching trains. The other two projects that VTMI will be working on are the ARTIC Transportation Center in Anaheim for which SCRRA will be providing track work assistance for approximately $700,000, and the City of Glendale’s Grade Crossing Improvements for installation of track work at the Grandview Avenue crossing which is also estimated at $700,000.

The Safety and Operations Committee recommends the Board approve and authorize the Chief Executive Officer to increase the FY2012-13 annual contract authorization for Contract No. MS214-09 with Veolia Transportation Maintenance and Infrastructure, Inc. (VTMI) by $4,300,000 for a not-to-exceed contract authorization of $20,485,710. There is no budgetary impact to the FY2012-13 budget as the requested increase in authorization is funded through reimbursable agreements with third party agencies. Page 131

26. System Safety Update

Staff provided a presentation at the March 22, 2013 Safety and Operations Committee which reviewed year-over-year comparisons of safety statistics. There is no written document. The Board may receive and file this report. Page 133

27. On-Time Performance – February 2013

Staff provided a presentation at the March 22, 2013 Safety and Operations Committee and discussed February 2013 performance results including annulments, terminations as well as incidents and mechanical issues that delayed trains by more than twenty minutes. There is no written document. The Board may receive and file this report. Page 140

28. ADJOURNMENT

SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY

TRANSMITTAL DATE: April 5, 2013

MEETING DATE: April 12, 2013 ITEM 6

TO: Board of Directors

FROM: Chief Executive Officer

SUBJECT: Approval of Evaluation Criteria – Request for Proposal No. SP388-13 – Financial Consulting Services

Issue

Proposed evaluation criteria were developed to initiate a competitive procurement to retain a technically qualified firm to provide financial consulting services.

Recommendation

Staff requests the Board approve the proposed evaluation criteria detailed in Attachment 1, specifying a weighting of eighty percent (80%) for technical qualifications and twenty percent (20%) for cost, to retain one or more firms to provide financial consulting services outlined in the Scope of Services, Attachment 2. The proposed criteria are consistent with the Board-approved Contracts Administration and Procurement Policy CON-7, Technical and Cost Criteria Weights.

Alternatives

The Board may:

1) Modify the proposed evaluation criteria; or

2) Request a delay in the procurement of financial consulting services.

Background

At the February 8, 2013 Board meeting, the Board-Appointed Finance Ad Hoc Committee raised various issues regarding the financial state of the Authority. Subsequently, a Member Agency Advisory Committee (MAAC) was established. The MAAC is composed by the member agencies’ respective Chief Financial Officer or high-ranking financial representative. Under the guidance of MAAC, a Scope of Services has been prepared to initiate a competitive procurement to retain a technically qualified firm to provide Financial Consulting Services.

The successful firm will focus on four major categories: 1) assess current and future financial system capabilities; 2) assess current staffing levels and skill sets; 3) assess

One Gateway Plaza, 12th Floor, Los Angeles, CA 90012 1 Approval of Evaluation Criteria – Request for Proposal No. SP388-13 – Financial Consulting Services Transmittal Date: April 5, 2013 Meeting Date: April 12, 2013 Page 2 existing policies and procedures; and 4) assess the finance organization and interrelationships with other SCRRA departments. The firm will be required to complete ten (10) deliverables as identified in Attachment 2, Scope of Services.

The MAAC has proposed the work be phased and assigned on a contract-task-order basis and the consultant should report back to the MAAC after completion of each task with findings and recommendations.

The proposed Scope of Services was submitted to the Finance Ad Hoc for consideration and the Scope of Services was approved, as proposed. They also supported the Authority procuring these services versus using a financial consulting firm through one of the member agencies.

The period of performance of the proposed contract is estimated to be for one year with a not-to-exceed amount of $400,000.

Staff developed the evaluation criteria summarized below and detailed in Attachment 1. The proposed evaluation criteria are consistent with the format and guidelines in the Board-approved Contracts Administration and Procurement Policy CON-7, Technical and Cost Criteria and Weights. The proposed criteria were developed to secure a qualified and experienced team whose proposal is the most advantageous to the Authority.

Evaluation Criteria:

Qualifications and Experience of Proposing Firm and Staff 30% Understanding and Approach to the Services 35% Interview/Presentation 15% Cost 20%

Budget Impact

Although the process of adopting evaluation criteria has no budget impact, funds for third party financial consulting services are included in the proposed Operating Budget for FY2013-14.

Prepared by: Gray Crary, Chief Strategic Officer Amy Wang, Senior Contract & Compliance Administrator Bryan Payne, Assistant Director, Contracts

MICHAEL P. DePALLO Chief Executive Officer

2 Approval of Evaluation Criteria – Request for Proposal No. SP388-13 – Financial Consulting Services Transmittal Date: April 5, 2013 Meeting Date: April 12, 2013 Page 3

ATTACHMENT 1

Request for Proposal No. SP388-13 –Financial Consulting Services Proposed Evaluation Criteria

Proposals will be evaluated based on the following:

Evaluation Criterion Possible Points

Qualifications and Experience of Proposing Firm and Staff: 30

 Previous experience of prime consulting firm on similar 15 assignments, particularly with other transit related agencies

 Evidence of firm’s successful efforts performing the tasks required 10 in the Scope of Services

 Qualifications and previous experience of key staff in areas 5 specified in the Scope of Services on Authority projects

Understanding and Approach to the Services 35

 Appropriate approach to creating a plan to implement Authority’s 15 objectives  Understanding of public agency processes 15

 Sufficient personnel and their availability to provide services 5 required for each task

Interview/Presentation 15

 Project Manager’s presentation of proposed implementation 10 strategies to fulfill Authority’s objectives  Key staff presentation describing their role and understanding of 5 Authority objectives

Cost 20  Reasonableness and competitiveness of cost as compared to other 20 proposals.

3 Approval of Evaluation Criteria – Request for Proposal No. SP388-13 – Financial Consulting Services Transmittal Date: April 5, 2013 Meeting Date: April 12, 2013 Page 4 ATTACHMENT 2

Request for Proposal No. SP388-13 Financial Consulting Services Proposed Scope of Services As of March 15, 2013

Task 1: Assess current and future financial system capabilities

a) Assess adequacy of current (Oracle 11) and future (Oracle 12) financial system to process accounting transactions and generate financial reports i. Utilization of basic modules  General Ledger  Accounts Payable  Payroll  Accounts Receivable/Grants Management  Cash Receipts/Cash Management  Contracts Management/Purchase Orders  Project Accounting/Project Management  Budget ii. Ability to manage fund/member agency accounting records iii. Ability to manage, track and report activity by member agency iv. Chart of accounts structure v. Capability to produce timely financial reports (balance sheet, operating statement, budget to actual) on at least a quarterly and annual basis b) Determine users of financial system information (internal to Finance and external departments)—what information do they access, how do they use it, how often do they access information? c) Assess training provided and to be provided to financial system users d) Inquire why transaction history is not being converted with R12 implementation. How much would it cost to bring historical detail from the stand-alone subsystems into Oracle? e) Inquire as to what other sources of information, following future system implementation, will be maintained using other applications (e.g., Excel, ACCESS, other) within Finance Department and other SCRRA departments f) Assess approval processes for review and approval of the financial information and/or the underlying transactions (proper levels/skill sets/responsibilities/ knowledge, tools available, coordination with other departments) and determine if they are/will be manual or electronic

Task 2: Assess current staffing levels and abilities

a) Determine whether current staffing level is adequate to perform basic duties accurately and timely b) Determine whether current staff is familiar with “fund” accounting concept

4 Approval of Evaluation Criteria – Request for Proposal No. SP388-13 – Financial Consulting Services Transmittal Date: April 5, 2013 Meeting Date: April 12, 2013 Page 5 c) Determine if incumbents have necessary skills to process financial transactions and produce needed reports i. If answer is “no”, determine if appropriate training is necessary or do experienced staff/contractors need to be hired d) Determine if technical resources are available to maintain the financial system and infrastructure. Will functional users have a dedicated system support resource with the technical skills needed to trouble shoot and fix problems, develop reports/queries, etc.? e) Ability of staff to extract data and develop custom reports that satisfy the informational needs of decisions-makers and satisfy grant and audit requirements

Task 3: Assess existing policies and procedures

a) Determine financial review process for agenda items taken to Board i. For revenue and expense items, are affected general ledger accounts identified ii. For expenses, are funding sources identified as well as status of funding source (i.e., is funding source in place/committed or what needs to be done to ensure funding) b) Determine if general ledger chart of accounts is adequate to: i. Support fund accounting ii. Provide financial reporting needs of the agency iii. Enable tracking of revenues and expenditure by fund, member agency, project, grant, activity, etc. iv. Track restricted cash activity and balances separately c) Determine the effectiveness of: i. Budgetary control. What are the rules for transfers? At what level is budget control? Under what circumstances can someone override budget control and who has the power to authorize the overage? ii. Federal/State grant administration, including tracking of all open grants and related grant expirations. iii. Internal controls iv. Matching cash flow needs to available funding sources/streams v. Billing process d) Assess or establish appropriate metrics and reasonable due dates e) Ensure that adequate policies, operating procedures and desk procedures exist and are being followed f) Assess record-keeping function to ensure appropriate records are being assembled, stored and retained. Does financial system have a content manager/image storage ability tied to transactions? g) Assess adequacy of current reports that go to Board of Directors and make recommendations on reports that should be provided with due dates h) Provide recommendations on member agency procedures including: i. Funding for operations ii. Funding for capital

5 Approval of Evaluation Criteria – Request for Proposal No. SP388-13 – Financial Consulting Services Transmittal Date: April 5, 2013 Meeting Date: April 12, 2013 Page 6 Task 4: Assess Finance Organization and interrelationships with other SCRRA departments

a) Assess how other departments/divisions interact with Finance Department regarding key functions i. Operations (Revenues, expenses, cash) ii. Procurement iii. Capital Projects/Financial Planning iv. Grants v. Human Resources/Payroll b) Determine what transactions are initiated outside of finance that become Finance responsibility (e.g., procurements, grants) c) Assess organization of “Finance”-related responsibilities that may be in other departments completely or to a certain point and existence of proper relationships/communication/information sharing with Finance (e.g., procurement/contracts, IT, grants). Does the organizational hierarchy for financial responsibilities make sense? d) Assess other departments’ goals related to finance responsibilities e) Assess process for procurements and grants and how they interact with each other and finance to determine if funding is identified for procurements or what a particular grant is to be used for and who will manage it (basically, whose job is it to figure out how to fund a project, procurement, expense item) f) Assess requisition process and does it require that a funding source be identified

Deliverables:

1) Detail management’s critical and desired financial reporting needs and expectations. Identify those needs that can be fulfilled with the current system functionality and/or staff. Identify those needs that will need additional system functionality and/or staff. Determine whether or not completion of the Oracle upgrade will provide the system functionality to meet all financial reporting needs. If not, provide recommendation on what else is needed. 2) Recommend the types and format of reports that should be provided to the Board and Member Agencies and timelines for when those reports should be prepared. 3) Based on financial reporting requirements, recommend changes to the chart of accounts and reporting structure if needed. 4) Propose an organizational chart for the financial functions that includes the number and level of positions, as well as a reporting hierarchy. Report on current staff capabilities. Identify staffing gaps and propose a strategy and timeline for filling those positions. Recommend a strategy for getting the work done until permanent staff is hired and trained. 5) Recommend enhancements to Metrolink’s system of internal controls.

6 Approval of Evaluation Criteria – Request for Proposal No. SP388-13 – Financial Consulting Services Transmittal Date: April 5, 2013 Meeting Date: April 12, 2013 Page 7 6) Recommend policy and process changes that reflect best business practices. Provide sample set of financial policies, procedures and processes as appropriate. Provide timeline to develop/document final policies, procedures and processes. 7) Establish a timeline for implementation of new policies, procedures and processes. 8) Assess Metrolink’s inter-department process work flow charts. Identify gaps and make recommendations for improvements. 9) Return in 3-6 months after implementation to assess and test the effectiveness of changes recommended in this report. 10) Provide monthly status updates to the Metrolink Board of Directors detailing progress on accepted recommendations.

7

SOUTHERN CALIFORNIAALIFORNIA REGIONAL RAIL AUTHORITY

TRANSMITTAL DATE: April 59, 2013

MEETING DATE: April 12, 2013 ITEM 8

TO: Board of Directors

FROM: Chief Executive Officer

SUBJECT: Public Review Process for Potential Fare Adjustments

Issue

The Southern California Regional Rail Authority (Authority) is required, as directed under the terms of the Joint Exercise of Powers Agreement (JPA), to provide to its Member Agencies, on or before May 1 of each year, a Preliminary Budget and a capital improvement program, effective July 1 of the succeeding fiscal year, for individual agency consideration and approval. The Authority’s Board shall adopt its final budget by no later than June 30 each year.

Staff anticipates that the Authority’s proposed FY2013-14 budget will reflect a funding gap, due to inflation and increased operational expenses, such as for Positive Train Control (PTC). Options to close the anticipated funding gap include (1) increases to Member Agency subsidies, (2) increases to passenger fares, (3) service reductions, or (4) a combination of some/all of these options. Please note that prior to Board consideration of any proposed fare increase, state and federal law requires a public review process, and a Title VI analysis.

RequestRecommendation

To the extent the FY2013-14 budget does indeed reflect a funding gap, staff recommends the following items, any one of which would require a public review process, CEQA analysis and Title VI analysis1: seeks feedback from the Board on the appropriateness of any of the following items under consideration by staff, any one of which would require a public review process and Title VI analysis:

1) A system-wide average fare increase up to 105% for all fare media types except the Weekend Pass to be implemented as early as July 1, 2013.

2) Change the Weekend Pass to a day pass valid for system-wide travel on either Saturday or Sunday priced at $10. The Weekend Pass would be renamed the Weekend Day Pass. Unlimited system-wide travel privileges from 7:00 p.m. Friday to 11:59 p.m.

1 Please note all text throughout the document shown in ‘track changes’ indicate a change from the item presented to the Safety & Operations Committee on March 22, 2013.

One Gateway Plaza, 12th Floor – Los Angeles, CA 90012 8 Public Review Process for Potential Fare Adjustments Transmittal Date: April 59, 2013 Meeting Date: April 12, 2013 Page 2

Sunday would remain intact for Monthly Pass holders. The fare could be adjusted to $12 in FY2014-1515 or FY2015-16 by Chief Executive Officer approval.

3) AmendEliminate the Personal Care Attendant (PCA) free ride policy and require all PCAs to obtain an official Metrolink PCA Identification Card at a cost of $25 a year. to require a PCA to purchase a regular fare.

4) Amend the Personal Care Attendant (PCA) free ride policy to require a PCA to purchase a regular or Senior/Disabled/Medicare reduced fare.

Committee Review

The Safety and Operations Committee reviewed this item at its meeting held on March 22, 2013 and directed staff to return to the full Board for additional feedback on the proposed fare adjustments. The Committee requested that staff provide a comparison of farebox recovery rates of other transit agencies.

Alternatives

The Board may consider any or all of the following:

1) Direct staff to conduct a public review process and Title VI analysis with respect to any or all of the three options set forth above, under Request.

2) Receive and file this report.

3) Approve increases to Member Agency subsidies to close any funding gap are revealed following establishment of the proposed FY2013-14 budget.

4) Direct staff to consider, research, and report back on service reductions to close the anticipated funding gap.

1) Take no action on any recommendation listed above or;

2) Reduce or revise any staff recommended potential fare increase or fare policy change or defer the public hearing to a date subsequent to July 2013; or

3) Choose any combination of the above recommendations.

Background on Potential Fare Increase

Any proposed fare increase would be separate from the 2004 Board-adopted policy to restructure fares from a zone-based fee to mileage-based fares over a ten-year period. That phased restructuring did not generate additional revenues for the Authority; it was implemented to ensure a fair and equitable fare policy.

Fare Restructuring Program

In April 2004, the Board approved a 10-year restructuring program beginning July 1, 2005, which changed the fare structure from a zone-based system to a driving mileage-based,

9 Public Review Process for Potential Fare Adjustments Transmittal Date: April 59, 2013 Meeting Date: April 12, 2013 Page 3 station-to-station fare structure, which provided a fair, consistent and equitable pricing policy. Due to deep discounts enjoyed by some stations in the former 11-mile zone structure, it was decided that the adjustment was to be phased in over multiple years to arrive at a consistent station-to-station pricing structure after 10 adjustments so that passengers travelling between certain station pairs would not experience abrupt increases at one time.

The Authority’s fare structure is distance-based with separate fares for each station pair, rider category, fare type, and for weekend or weekday fares. As a result, the data system includes more than 53,000 distinct fares, which change annually. In addition, the system must support the special fare-discount program fare tables. Station-to-station pair increases vary.

The Fare Restructuring Program was designed to provide for an equitable fare policy while remaining revenue-neutral.

Past and Planned Fare Increases by U.S. Commuter Railroads

The Authority is not the only commuter rail agency that is impacted by a fare increase. The chart below shows the various fare increases that other commuter rail agencies have implemented or are proposing to implement due to increased operational expenses.

Commuter Last City 2013 2012 2011 2010 2009 2008 Rail Agency Prior

Metrolink Los Angeles, CA 3-5% 7.0% - 6.0% 3.0% 3.5% 2007 MBTA Boston, MA - 28.0% - - - - 2005 LIRR New York, NY 9.0% - - 8.0% 10.0% - - Metro-North* New York, NY 9.0% - - 9.0% 10.0% - - NJ Transit New York, NY - - - 25.0% - - 2007 Rail SEPTA Philadelphia, PA - - - 6.5% - - 2007 Metra Chicago, IL 11.0%† 25.0% - - 6.0% 6.0% 2006 FrontRunner Salt Lake City, UT 6.4% 4.0% 12.0% - - - - RailRunner Albuquerque, NM - 5.0% - - - - - Caltrain San Francisco, CA 10.0%‡ 9.0% 9.0% - 11.0% - 2007 Coaster San Diego, CA - - (10.0%) - 11.0% 15.0% 2001 VRE Washington, DC 4.0% 3.0% - 6.0% - - -

*Note 1: Portions in Connecticut have seen increases capped at 4%-5%. †Note 2: METRA's fare increase will only affect ten-trip tickets. ‡Note 3: Caltrain will discontinue this fare increase if 50% of one-way tickets are purchased on the regional fare media.

Proposed Changes to the Weekend Pass and Personal Care Attendant Policy

Weekend Pass: Changes to the validity period of the weekend pass is under consideration by staff due to evasion issues. Several reports from staff and passengers indicate that

10 Public Review Process for Potential Fare Adjustments Transmittal Date: April 59, 2013 Meeting Date: April 12, 2013 Page 4 individuals are selling Weekend Passes to continue riding throughout the weekend. Therefore, the creation of a Weekend Day Pass limiting to riding only on Saturday or Sunday, still priced at $10, is under consideration.

Personal Care Attendant (PCA): Amendment to the current policy that allows a Personal Care Attendant to ride free to assist a disabled rider is under consideration due to evasion issues. To continue to provide Access Service riders with the possibility of having a Personal Care Attendant, Metrolink would require that all PCAs apply for an official Metrolink Identification PCA card. This card would allow any PCA to accompany an Access Services card holder during the entire trip. An administrative fee of $25 annually would be required to obtain the Metrolink PCA Identification card.

Another option staff requests for public comment is on the amendment related to the Personal Care Attendant’s (PCA) free ride policy to require a PCA to purchase either a regular or Senior/Disabled/Medicare reduced fare. This would allow staff to present the Board with a variety of options when returning with a recommendation.

Public Hearing Procedures for Fare Changes

The Federal Transit Administration (FTA) requires that transit agencies have policies that provide the public an opportunity to comment on proposed changes in fares2. The Board has adopted the following procedures that provide for a public hearing in the event of proposed changes in Metrolink fares. These procedures for public review include the following elements:

1. Public workshop(s) in advance of the public hearing;

2. Published notice describing proposed change in fares in appropriate newspaper(s) of general circulation;

3. Placement of public notice brochures onboard trains and at customer ticket window;

4. Consideration must be given to views and comments expressed by the public at such hearings; and

5. A public hearing.

Based on these Board adopted procedures, the detailed outreach plan will include:

Public Communications Outreach Plan

A public communication outreach plan has been developed to solicit comment on any proposed fare increase to be implemented as early as July 1, 2013.

2 At its April meeting, the Board of Directors concurrently will be considering a separate but related agenda item that adopts new enhancements to the public review procedures based on new guidance recently released by the FTA.

11 Public Review Process for Potential Fare Adjustments Transmittal Date: April 59, 2013 Meeting Date: April 12, 2013 Page 5

The public notification process uses several different strategies to communicate the reasons for potential fare increases and to solicit public comment.

The public must be notified of each subsequent fare increase proposal and their comments must be presented to the Board prior to approval of the fare increase.

Notification Process

Public notification will be accomplished using printed materials, the Authority’s publications, digital and social media and public notices and forums.

Printed Materials

• Notices of the proposed fare changes will be sent to stakeholders. • Notices will be distributed on trains providing information on public input opportunities. • Appropriate advertisements will be placed in newspapers of general circulation to inform the public of the public hearing.

Authority Publications

Articles will be published in the following: • Metrolink Matters • Corporate Scoop • Seat drop bulletins on all trains

Digital and Social Media Information

• The Metrolink website will contain up-to-date information about the potential fare increase. Members of the public will be able to provide input through the website. • The website will also have up-to-date information on the fare restructuring, downloadable files showing all new proposed fares. • A recorded message will inform callers to dial (800) 371-LlNK which will explain how to provide input. • Stakeholders will be notified by e-mail, through our website and Authority publications. • Notices and links will be posted via Twitter and Facebook.

Public and Media Relations

• Facts about the fare adjustment(s) being considered will be made available as background for articles in newspapers. These stories will serve as a forum for staff and the Board to expand on the Authority’s rationale for the next fare increase. • Media will be informed of the proposed fare increase and ways the public can make comments.

Public Comment/Public Hearing

• The Authority will be holding public workshops in locations with a special focus on areas that disproportionately serve minority and low income communities. o The Authority has held workshops in the past for the public to comment on fare adjustments but in recent years, attendance has been extremely light or non-existent.

12 Public Review Process for Potential Fare Adjustments Transmittal Date: April 59, 2013 Meeting Date: April 12, 2013 Page 6

Members of the public have shown a strong preference to provide comment through electronic means. Public comments via e-comments numbered in the thousands in response to the last fare adjustment implemented in 2012. • Staff will also emphasize the solicitation of public comment electronically. This has been the preferred method for the public to provide input to the Authority. The special electronic comment section of the website will be activated. • There will also be a public hearing held at a future Board Meeting to give community members an opportunity to address the Board directly.

Member Agencies and Station Cities

Staff will reach out to the member agencies and staff of station cities to expand the outreach via their communications networks.

A report compiling the input from the public will be presented to the Board.

Committee Feedback

The Safety and Operations Committee expressed concern of public perception of a system- wide fare increase with the recent media coverage of the Authority’s finances. However, the Committee also expressed that costs are rising and the Authority will need to pay for these expenses and articulated support of staff investigating the fare increase. Below is a chart that outlines the anticipated revenue for each percent of a fare increase.

000.0

NOTE: There is an average loss of 25 thousand passengers in annual ridership for each 1% of fare increase.

Assumptions: • Weekend Pass changed to Weekend Day Pass ($10) • No change to PCA fares • FY13 fare revenue $2.5 million below budget estimate • FY14 base ridership growth at 1% • Fare elasticity remains constant

13 Public Review Process for Potential Fare Adjustments Transmittal Date: April 59, 2013 Meeting Date: April 12, 2013 Page 7

The Committee members discussed the potential elimination of the free ride for the Personal Care Attendant (PCA) and expressed concerns for penalizing individuals who use these services properly. The Committee made various suggestions for the PCA which included allowing them to purchase a discounted ticket, or creating a photo id card that includes photos of both the Access rider and the PCA.

Staff Analysis: A photo identification verification program will cost an anticipated $40,000 - $60,000 to implement due to web programming, database development, identification production, collateral and administrative fees. This expense could be offset by revenues collected to charge for the identification card. Staff estimates that .6% of Metrolink riders are PCA riders or 72,000 boardings annually. Eliminating this policy could generate around $200,000 - $300,000 in additional annual revenue.

Staff estimates annual revenue of $600,000 for full elimination of the PCA ride free policy. Institution of a discount fare would result in revenues of approximately $300,000.

Changes to the Weekend Pass will garner an anticipated $605,000 annually.

The Committee requested a comparison of farebox recover rates of other transit agencies which is included in the chart below.

Agency / Mode Farebox Recovery Ratio (2010, Source unless noted)

Altamont Commuter Express 34.01% National Transit Database (2010)

COASTER 40.00% “

CalTrain Peninsula Corridor JPB 46.01% “

Metrolink / SCRRA 42.37% “

San Joaquin 45.01% (FY 2005-06) Caltrans Division of Rail (2007)

Pacific Surfliner 56.9% (FY 2005-06) “

Capitol Corridor 48% (FY 2010-11) Capitol Corridor Joint Powers Athy. (2011)

Budget Impact

A public hearing has a minimal impact on the budget. Use of existing Authority communications channels will be utilized to reach our customer base. A small fee is spent to post the Notice of the Public Hearings in print media. However, the decision made as a result of the public hearing will have an impact on the budget.

14 Public Review Process for Potential Fare Adjustments Transmittal Date: April 59, 2013 Meeting Date: April 12, 2013 Page 8

Prepared by: Mark Waier, Manager, Marketing and Sales Claudia Ziebell, Communications Manager Henning Eichler, Manager, Research and Planning Robert Turnauckas, Chief Administrative Officer

MICHAEL P. DePALLO Chief Executive Officer

15

SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY

TRANSMITTAL DATE: April 5, 2013

MEETING DATE: April 12, 2013 ITEM 9

TO: Board of Directors

FROM: Chief Executive Officer

SUBJECT: Positive Train Control Program – Quarterly Update of Project Status and Contract No. H1636-10 Change Orders

Issue

Staff has committed to providing the Board quarterly updates of the overall status of the Authority’s Positive Train Control (PTC) Program and on Change Orders for Contract No. H1636-10 Positive Train Control System with Parsons Transportation Group, Inc, (Parsons). The following staff report plus attachments fulfills this requirement. Exhibit A is a summary of Contract No. H1636-10 contract changes and Exhibit B is the PTC Bi- Monthly Status Report.

Recommendation

Included within the pending and forecasted Change Orders listed at the end of this report, staff is requesting Board approval to proceed with the negotiation and signing of a short term nine to twelve month equipment lease for three to six additional locomotives and a six month extension to the Digicon computer aided dispatch system license agreement. Both of these Change Orders or contract actions would be largely paid by Parsons to accelerate the schedule or offset contractor PTC program delays. Reimbursement of these costs by Parsons would be negotiated as a credit to the contract liquidated damages.

Background

Federal legislation (the Rail Safety Improvement Act of 2008) requires that SCRRA, along with the other commuter railroads and most freight railroads in the United States, implement an interoperable Positive Train Control (PTC) system by December 31, 2015. SCRRA, along with other freight and commuter railroads in Southern California, have committed to an earlier in-service date. PTC is an advanced technology train collision/train derailment avoidance system which uses safety critical predictive enforcement to automatically engage the brakes and stop a train in advance of (1) potential train to train collision, (2) train over-speed, (3) unauthorized entry into a track work zone, or (4) movement through a misaligned switch. Of considerable importance, the Federal regulations require that all PTC systems, be interoperable with other railroads. For Metrolink, PTC System interoperability is with Burlington Northern Santa Fe (BNSF) , Union Pacific Rail Road (UPRR) and Amtrak’s West Coast and United States intercity service

One Gateway Plaza, 12th Floor, Los Angeles, CA 90012 16 Positive Train Control Program – Quarterly Update of Project Status and Contract No. H1636-10 Change Orders Transmittal Date: April 9, 2013 Meeting Date: April 12, 2013 Page 2 (outside of the northeast corridor) as well as North County Transit District’s (NCTD) Coaster service. BNSF, UPRR and Amtrak are large transcontinental railroads, and originate or terminate locomotives from anywhere in the United States and even Canada or Mexico, so in practice, interoperability on Metrolink means the ability to seamlessly accommodate any Class 1 or Amtrak intercity PTC equipped locomotive. In October 2010, the Board awarded Contract No. H1636-10, Positive Train Control System to Parsons Transportation Group (Parsons) for the role of PTC “Vendor/Integrator,” the responsibility for designing, developing, installing, testing, and integrating the complex components of the PTC System.

Status Update

With the major PTC components now developed and undergoing integration testing in the lab and the Federal Railroad Administration (FRA)-witnessed testing underway in the field, the Authority’s PTC program has made some significant progress since the last quarterly update to the Board in January 2013. Yet, despite the many accomplishments, the PTC program has determined the process of testing, integrating, and certifying the PTC system that will require a reset of the project milestones and an assessment of the potential impacts to the program’s budget. The Authority is now targeting a functional PTC system operating on the San Gabriel Subdivision in FRA sanctioned revenue demonstration test mode by late September 2013, followed by revenue demonstration testing on all of the remaining subdivisions and with all Authority Locomotives and Cab cars PTC equipped by early February, 2014. FRA PTC System Certification and full PTC System Revenue Service, is dependent on successful tests during revenue demonstration testing and upon the FRA review and approval of the Authority’s Safety Plan and certification of the PTC system. This key milestone is currently scheduled to not occur until the second quarter of 2014. The duration for obtaining FRA PTC system certification is approximately three to six longer month than previously forecasted in 2012. Despite the delay, the Authority will still be the first commuter rail system in the nation to implement an interoperable I-ETMS PTC System in compliance with the Rail Safety Act of 2008. The slow development of industry specifications and components is one of the primary causes of delay to the program, along with concurrent contractor delays on the CAD, Field Testing, On-board equipment installations integration of multiple subsystems and potential challenges with FRA test witnessing, combined with prolonged FRA submittal reviews, and final certification.

The following is an overview of the accomplishments and concerns. Further details of the project status can be found in Exhibit B: “PTC Bi-Monthly Project Status Report”.

Over the past quarter, the PTC program transitioned substantially from the development phase into testing. At this point, the program has assembled all of the components necessary to fully deploy a functioning PTC system, suitable for revenue demonstration testing across the San Gabriel Subdivision by late September of this year, followed by system-wide Revenue Demonstration testing on all other subdivisions between the end of 2013 and the second quarter of 2014. FRA PTC certification is anticipated in the second quarter of 2014. Between now and then continuous series subsystem integration by lab

17 Positive Train Control Program – Quarterly Update of Project Status and Contract No. H1636-10 Change Orders Transmittal Date: April 9, 2013 Meeting Date: April 12, 2013 Page 3 and field testing, including a significant amount of field tests with trains must be performed and the test results compiled into the PTC Safety Plan submittal to the FRA along with other components being developed by the Joint Rail Safety committee. Testing is already well underway in the lab and out in the field. In the lab, engineers are performing integration testing between the back office server (BOS) and the On-board system. In the field, teams have nearly completed critical features validation and are beginning FRA- witnessed signal validation. Brake testing is next, followed by functional testing. The Authority is also participating in ETMS VII Revenue Demonstration with a Metrolink train set on the BNSF San Bernardino Subdivision which provides valuable experience and information for the upcoming SCRRA’s PTC testing program.

Given the FRA’s significant role in certifying the project, the Authority has been concerned that the FRA test approval, test witnessing and formal document review and submittal process could delay the schedule. After a series of meetings with FRA representatives, staff has been assured that the FRA would not hold up its field testing due to constraints on the availability of FRA resources for test witnessing. Nevertheless, it was determined that some of the prior assumptions in the schedule needed to be revised, particularly the duration of the certification processes which was overly optimistic. Staff continues to seek clarification on some FRA requirements, including the use of test data under different versions of the PTC software and the process for document submittal and approval leading to formal FRA certification of the Authority’s PTC system.

Other challenges facing the program remain, including finalization of the new ARINC AIM Computer-Aided Dispatch (CAD) system. The cut-over for replacing the current Digicon CAD with a new ARINC AIM CAD system has been delayed due to software issues, but is now on track for cutover near the end of April.

On-board installations of the Wabtec Train Management Computer (TMC) and related equipment also remain well behind schedule despite the contractor’s efforts to improve production rates. Due to the impact of the delays on the locomotive fleet, an arrangement has been worked out for the Vendor/I ntegrator contractor to support the cost of leasing additional locomotives. Leasing locomotives will allow for concurrent installation of PTC on board equipment testing field testing utilizing two or three train sets.

The spectrum acquisition process remains unresolved pending action by the Federal Communications Commission (FCC) after overcoming legal challenges related to bankruptcy of the former spectrum holder. Meanwhile a request in front of the FCC from PTC 220 LLC could increase the viability of using that spectrum as a long-term solution for the Authority’s basic PTC needs.

The design/build contractor for the Pomona Train Control Operations Support Facility (TCOSF) has completed the design work and recently mobilized on site to begin construction. Beneficial occupancy is planned for the second quarter of 2014. The TCOSF will become the primary hardened site for the command and control systems and

18 Positive Train Control Program – Quarterly Update of Project Status and Contract No. H1636-10 Change Orders Transmittal Date: April 9, 2013 Meeting Date: April 12, 2013 Page 4 associated personnel including CAD, PTC, communication systems network management and remote video surveillance.

Finally, a major focus is now on the acceptance and transition of PTC systems into Authority operations. A sizeable increase in staff and Operations & Maintenance contractors will be required to support the on-going operation of the PTC system and related equipment. Total costs for operating PTC, including staff, contractors, licenses and maintenance support agreements, telecommunication connections and other equipment costs have been forecasted to cost about $10 million in the upcoming FY2013- 14 annual budget. This cost is not included in the $210.9 million PTC capital project budget. In addition to the cost, there is a substantial work effort involved with preparing the Authority for acceptance and operations of PTC and this effort is underway despite substantial work needed to ensure operational readiness. Other costs outside of the PTC program budget are those associated with making new projects – such as the Empire Avenue and other grade separation projects and the Perris Valley Line and San Bernardino Extension – PTC compatible. These PTC costs would need to be budgeted within the capital cost of each new project.

Overall, the delays and schedule re-assessment described above put the current program budget at risk, as the costs for extending staff, consultants and other resources would deplete program contingencies which may be needed for other unforeseen costs. Based on the current plan, the Authority is forecasting that delay costs can be absorbed within the existing budget. But a number of risks remain, including delays related to the availability of interoperable software components, the success of field testing, the responsiveness of the FRA on submittal reviews and a prolonged contract closeout. The cost of supporting the Authority’s portion of the project team (not including the Vendor/I ntegrator contractor) is approximately $1 million per month, so potential future impacts to the budget depend on the timing and extent of future delays, but could exceed the $210.9 million budget in the second or third quarter of 2014, by approximately $1 million to $5 million absent any mitigating actions. In order to mitigate these impacts, staff is pushing the schedule delivery, expecting to invoke liquidated damages, reducing consultant support staff, appropriately allocating PTC Program costs, analyzing contract scope reductions for potential offsets, and performing a re-assessment of options for meeting the Authority’s basic spectrum needs.

Staff is also negotiating with the contractor to help cover costs associated with the project delays, namely by paying the quarterly license cost of the current Digicon CAD system and paying the cost of leasing three to six locomotives for nine to twelve months to offset past delays in the on-board installation program and accelerate the program by allowing concurrent on-board installation and testing of train sets. While the contractor would pay the lease costs, it is expected that the lease agreement would be directly with Authority. Staff is requesting Board approval to proceed with the negotiation and signing of the locomotive equipment lease and an extension of the Digicon CAD license that would be largely paid by the contractor.

19 Positive Train Control Program – Quarterly Update of Project Status and Contract No. H1636-10 Change Orders Transmittal Date: April 9, 2013 Meeting Date: April 12, 2013 Page 5 As the field testing progresses and the industry advances the interoperable software components, staff will be able to provide a better assessment of the overall schedule and budget forecast.

Exhibit A provides a list of the forecasted potential contract change orders which are factored into the project budget.

Exhibit B is the PTC Bi-Monthly Status Report for February/March 2013.

Budget Impact

There is no immediate budget impact as a result of this status report.

Prepared by: Darrell Maxey, Director, Positive Train Control and C&S Systems Lia McNeil-Kakaris, Assistant Director, Contracts and Procurement

MICHAEL P. DePALLO Chief Executive Officer

20 Positive Train Control Program – Quarterly Update of Project Status and Contract No. H1636-10 Change Orders Transmittal Date: April 9, 2013 Meeting Date: April 12, 2013 Page 6 Exhibit A Contract Authority, Contingency Budget and Utilization Parsons Transportation Group – Contract No. H1636-10 Contract Summary Board Approved Contract Authority

Base Contract + Options + Taxes $116,627,969

Change Order 002 Increase to Contract Authority for CIS Signage $670,277

Contract Contingency $7,213,211

Total $124,511,457

Contingency Utilization

Contract Contingency $7,213,211

Approved Changes Impacting Contingency $3,597,186

Pending Changes $247,000

Remaining Contract Contingency $3,369,025

Contingency Utilization Detail

Contract Contingency $7,213,211

Approved Contract Changes (Impacting Contingency)**

Prior Reported COs 001-032 $3,253,145 CO 033 - Addition of Objects into Simulator Library $36,000 CO 034 - DIO Cables for Onboard Installations (WACNs Issued) $103,616 CO 035 - Retaining Wall and Vault at Simi Valley Base Station $41,198 CO 036 - Add'l CAD Training, Red Hat Subscription, WabTrax, OmniStar Renewals $167,901 CO 037 - Support at FRA Tinley Park Illinois Meeting $2,715 CO 038 - WLAN Change in Requirements/Redesign ($141,356) CO 039 - San Clemente Tower Purchase and Installation $133,967

TOTAL Approved Contract Changes (Impacting Contingency) $3,597,186 Remaining Contingency $3,608,325

Pending Contract Changes

CO 040 - San Clemente Shelter $60,000 (ROM) CO TBD - On Board Equipment Labeling $36,000 (ROM) CO TBD - Newhall Lane Closures $13,000 (ROM) CO TBD - MCC License Mgmt Options $20,000 (ROM)

21

Positive Train Control Program – Quarterly Update of Project Status and Contract No. H1636-10 Change Orders Transmittal Date: April 9, 2013 Meeting Date: April 12, 2013 Page 7

CO TBD - Mission Base Station Interconnection $30,000 (ROM) CO TBD - Burbank Ballast $6,000 (ROM) CO TBD - ARINC and Wabtec Programming Enhancements (WACN*s Issued) $900,000 (ROM) CO TBD - CAD 1,000 Hours for Development of Reports $200,000 (ROM) CO TBD - CIS/CAD Lab Support AT&T Voice Software (WACN Issued) $7,000 (ROM) CO TBD - TCOSF Design Review (WACN Issued) $25,000 (ROM) CO TBD - Tunnel Communications Design, Installation, Testing, Commissioning $950,000 (ROM) CO TBD - Final Adjustments to Wayside COAX Cable Installation -2,000,000 (ROM) TOTAL Pending Contract Changes $247,000 Remaining Contractor Contingency $3,369,025

Forecasted Potential Contract Changes

MEC Daily Operating Cost TBD Storage of Leased Locomotives and Leased Locomotives (ROM $650,000 to Parsons ) Likely $0 TBD Event Recorder Modifications TBD Modification of Onboard Radio Faceplates due to installation of GE Radios TBD Digicon License Extension (ROM Not to Exceed $175,000 to Parsons) Likely $0 TBD Repair of Vehicle Overspray TBD PTC Future System Software Upgrades TBD Purchase of PTC Safety Plan Common Elements TBD V/I contractor time extension Likely $0 TBD Relocate CAD, PTC, CIS, and NMS hardware and software from Rancho to TCOSF TBD TOTAL Forecasted Potential Contract Changes TBD

22

EXHIBIT “B”

Bi-monthly Project Status Report

February/March 2013

23

Bi-monthly Project Status Report February/March 2013

TABLE OF CONTENTS

I. EXECUTIVE SUMMARY ...... 1 II. PROJECT SCOPE ...... 4 III. STATUS OF PROGRAM ELEMENTS ...... 9 a. System-wide Engineering & Regulatory Deliverables ...... 9 b. V/I Contractor ...... 10 c. Safety ...... 12 d. Quality Assurance ...... 12 e. Railroad & Inter-Agency Coordination ...... 12 f. Signal Relocation and Reconfiguration ...... 12 g. WIUs, Track & Signal Modifications ...... 13 h. Communication System and 220 MHz Radio Spectrum ...... 13 i. Pomona Train Control Operations Support Facility (TCOSF) & Metrolink Operations Center (MOC)13 IV. PROJECT PHOTOS ...... 15 V. MANAGEMENT ISSUES ...... 19 VI. SCHEDULE ...... 21 a. Critical Path Overview ...... 21 b. Chronology of Events ...... 22 c. Summary Schedule ...... 24 VII. COST STATUS ...... 25 a. Cost Detail ...... 26 VIII. V/I CONTRACT CHANGES ...... 28 IX. FUNDING ...... 30 a. Secured and Programmed Funds ...... 30 b. Funding Next Steps ...... 31 c. Member Agencies ...... 32 X. Abreviations ...... 1

24 Bi-monthly Project Status Report February/March 2013

EXECUTIVE SUMMARY Project Overview: SCRRA is implementing an interoperable Positive Train Control (PTC) System on all of its line segments where passenger operations are conducted (as set forth in the Rail Safety Improvement Act of 2008 (RSIA08) and 49 CFR 236 Subpart I). Federal regulations mandate that the PTC System prevent train-to-train collisions, over speed accidents, incursion into work zones, and movements through a misaligned switch. These mandated requirements will be performed by the installation of automatic control systems, which will override the loss of situational awareness by train operators (locomotive engineers). SCRRA’s PTC system will be designed and deployed to comply with the standards and guidelines established by the Interoperable Train Control (ITC) Committee, which is composed of an industry group representing the four largest U.S. Class 1 freight railroads - BNSF, CSX, NS, and UPRR. The PTC System to be deployed by SCRRA and the ITC railroads is the Rung 1, I-ETMS, or Interoperable Electronic Train Management System.

In addition to and concurrently with the implementation of the PTC System, SCRRA is replacing its current computer-aided dispatch (CAD) system with a new PTC compatible CAD system. The new CAD system as well as the PTC and other related railroad command and control systems will include both a primary and secondary or redundant sets of hardware and software located at separate sites and operated on a (hot standby) status to provide very high (99.999%) levels of system reliability. The secondary redundant/backup system and site will also be used for the testing of new versions of software and hardware, and for training. SCRRA has also included within its PTC Program scope, a new hardened 23,000 square foot, two-story building in Pomona to house the SCRRA critical railroad operational command and control systems including PTC, CAD, CIS (customer information system), NMS (Network Management System) and CNC (communication network control) system. This building, known as the Train Control and Operations Support Facility (TCOSF), will also house the personnel associated with supervising, operating and maintaining the railroad’s command and control systems.

The SCRRA’s PTC program began in late 2008 with a core group of dedicated SCRRA staff and a multi-disciplinary consultant team assembled to oversee and manage the expedited delivery of SCRRA’s PTC program. From spring of 2009 through spring of 2010, sufficient discovery and preliminary engineering on the emerging PTC systems technology were performed to allow contract documents to be developed to a sufficient level of maturity for a competitive solicitation of a major turnkey PTC contractor. The term adopted for this contractor was “Vendor/Integrator” or V/I. The V/I’s scope was to design, develop, procure, install, test, integrate commission an obtain FRA certification for an interoperable, Rung 1, I-ETMS PTC System. In October 2010, SCRRA awarded the PTC Vendor/Integrator (V/I) contract (H-1636-10) to Parsons Transportation Group (PTG). PTG’s contract team includes several major product suppliers specializing in PTC and CAD systems, most notably Wabtec Railway Electronics and ARINC. The V/I contractor, Parsons together with its suppliers and subcontractors, is responsible for delivering approximately 60% of the overall PTC program. SCRRA staff, SCRRA consultants, and other SCRRA contractors, suppliers and vendors are responsible for delivering or managing or overseeing the remaining 40% of the overall program. Since late 2010, most of the project team, including the V/I contractor and SCRRA staff and consultants have been co-located in a project office located in Rancho Cucamonga, about 40 miles east of downtown Los Angeles.

Status Update Summary: During the February/March period, an important focus of SCRRA and the V/I contractor effort was spent resolving questions and schedule uncertainties related to FRA requirements for testing and certification, the expected release of interoperable software versions and the availability of industry-produced

1 25

Bi-monthly Project Status Report February/March 2013

Safety Plan components. SCRRA participated in a number of meetings with the FRA, Class 1 freights and industry groups in order to increase its understanding of these issues and garner support from stakeholders as necessary in order to help SCRRA meet its aggressive schedule goals. Overall, after incorporating the input from these meetings and performing a reassessment of the schedule, SCRRA, with input from its V/I contractor, is forecasting that PTC will be tested and operable on the San Gabriel subdivision by late September 2013, with the remaining subdivisions complete by early February 2014.

The critical path for achieving this schedule runs through an extensive series of field testing activities which culminate in the final PTC Safety Plan submittal and certification process. Steady progress was made through the period on critical features validation, which is the first phase of field testing. FRA-witnessed critical features validation is now approximately 80% complete and verification and validation (V&V) of signals recently began with FRA witnessing of the tests to begin in late April. The next steps after FRA-witnessed San Gabriel signal V&V is completed are to begin brake testing and functional testing on this subdivision. A modified test waiver request has been submitted to the FRA requesting the ability to proceed through all phases of testing on the San Gabriel subdivision while testing proceeds on other subdivisions on a separate, parallel path. The goal is to submit the PTC Safety Plan and begin the lengthy certification process based on the testing conducted on the San Gabriel subdivision. By first achieving segment certification, SCRRA anticipates that the timeframe will be reduced for achieving system certification once testing is complete on all remaining subdivisions. Needless to say, the delivery of this project going forward not only depends upon the support of the FRA, but also the V/I contractor’s capability to perform the required lab and field tests and deliver quality submittals to the FRA in a timely manner. SCRRA’s ability to support extensive field testing, particularly with test train equipment, test train crews and to perform these tests with acceptable impacts to revenue operations over the next 11 months is also a major concern.

On a concurrent critical path with field testing is the component testing underway in the lab. End-to-End testing is currently being performed on the BOS and ITCM components. Another primary system component, PTC CAD, is also available for integration testing in the lab, but the appropriate testing resources are preoccupied with CAD Phase I testing and debugging. The long-overdue Phase I CAD, which replaces the current Digicon functionality, is planned to go live in late April. Continued delays to the CAD system have impacted the overall program schedule.

SCRRA is closely coordinating with the BNSF to participate in its ETMS VII revenue demonstration testing on the San Bernardino Subdivision (the 91 Line) in April. During the period SCRRA successfully conducted a full system initialization using Metrolink Locomotive 867 at Keller Yard with the PTC 220 Data Radio via a communication link to the BNSF Back Office. In order to participate in the testing, SCRRA has also provided both BNSF and FRA with its onboard equipment installation procedures and its crew training material. The experience gained from this testing will help prepare SCRRA for when it conducts very similar I-ETMS subdivision line segment testing later this year.

Despite adding crews and productivity improvements, onboard installations remain one of the longest work streams in the schedule. The V/I contractor estimates that all units will be fully-equipped by December 2013. To date, 45 of the 109 units have been spotted at Keller Yard and received partial installs of PTC equipment, but all of those units will need to come back for one or more rounds of equipment installations, testing and other updates.

Efforts to equip the wayside with Wayside Interface Units (WIU), antennas and PTC production radios are effectively complete, though a software update from the WIU manufacturer resulted in an unanticipated work 2 26

Bi-monthly Project Status Report February/March 2013

effort. The communication network is progressing well across the territory, except in the tunnels, which required a change order to enable the contractor to proceed with a commercially available design. Work on the related Communications Backhaul Project for Valley, Ventura and East San Gabriel (VVSG) is in final acceptance testing and remains on track to complete in sufficient time to avoid any impacts to the PTC implementation. The status of SCRRA’s spectrum acquisition remained unchanged during the period as SCRRA awaits action by the Federal Communications Commission (FCC). Meanwhile a waiver submitted to the FCC by PTC 220 LLC could, if granted, increase the availability of leased spectrum for SCRRA to use, which would cause SCRRA to reassess its spectrum acquisition needs.

Finally, the design/build contractor for train control building (TCOSF) is nearly complete with 100% design documents, and continues to target beneficial occupancy in spring 2014.

Further details of the successes and setbacks encountered during the period can be found in the section of this report titled “Status of Program Elements”.

As described above – and more fully in the “Schedule” section of this report - the project schedule continues to experience slippage as a result of delays and reassessments. It is no longer feasible for the V/I contractor to meet its contractual milestone date of September 30, 2013 for achieving full PTC in revenue service (system certification). Due to delays on the CAD system, signal validation, onboard installations and other project components and time necessary for FRA submittals, reviews and witnessing, SCRRA is now forecasting PTC operational on San Gabriel subdivision by September 30, 2013, but full system FRA certification and revenue service now forecasted for the 2nd quarter of 2014. SCRRA and the V/I contractor continue to work aggressively to pull in the schedule, but limited work-arounds remain for accomplishing the extensive testing required and meeting the full FRA requirements and review timelines.

Due to the delays described above, the overall PTC program budget is at risk of exceeding the $210.9 million in available funding. At a cost of approximately $1 million per month for SCRRA staff, consultant and non-V/I contractor support, the impact to the budget depends on the timing and extent of delays and absent taking strong mitigating steps. Based on the current schedule, SCRRA is forecasted to drawdown its contingencies and find program offsets in order to cover the extended SCRRA staff and consultant support costs and is prepared to implement a scope and cost containment mitigation plan. Any further slip in the schedule or unanticipated costs will require further cuts to scope or additional funding. Through January, expenditures to date on the project total $124 million or approximately 59% of the program budget. Expenditures for the two month period were approximately $7 million, which included approximately $4.3 million in V/I contractor costs.

The overall cash flow plan has been revised in conjunction with the revised budget and schedule forecast. SCRRA is actively managing costs to ensure they remain within budget and is working with the V/I contractor to find savings where possible to off-set change order costs.

Full details of the program budget and schedule can be found in the corresponding sections of this report.

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Bi-monthly Project Status Report February/March 2013

PROJECT SCOPE PTC as envisioned by SCRRA is a locomotive-centric system overlaid on existing methods of control and operation, providing an enhanced level of safety through enforcement of train authority limits, permanent speed restrictions and temporary speed restrictions. The PTC project will design, furnish and install, test and commission a Federal Railroad Administration (FRA) certified positive train control system at the same pace as the BNSF, UPRR and Amtrak Southern California PTC deployments, well in advance of the December 2015 federal deadline. The PTC system will be designed and implemented as an ITC compliant interoperable safety critical system and will be built around the I-ETMS Rung 1 compliant platform. The system will provide a fail-safe response to system vulnerabilities, such as the loss of communication of vital data. The system will be overlaid on the existing wayside signal system and method of operations.

The major hardware/software/firmware components of the PTC system are as follows: PTC Back Office Server System; On‐Board System Components; Wayside Signal Systems; Communication Network Components; Network Management Systems; Communications; and Computer‐Aided Dispatching System. SCRRA has solicited and awarded a major systems integration contract to a Vendor/ Integrator (V/I) Contractor. The V/I is responsible for designing, providing, installing, testing, and integrating the multiple complex systems and start-up of these components and will warrant the system and provide comprehensive operation and maintenance training to SCRRA staff and O&M contractors.

PTC System Components

Computer Aided Dispatch/Train-Traffic Control PTC Communication System & PTC, NMS, CIS - Back Office Systems (A+B) & Comm. Network (Backhaul)

M t. To p & Wayside Base Stations

Location Reports/ Movement Authorities

Signal Status Switch Position

WIU/WMS PTC EIC Laptops Control Pts, Wayside Signals PTC On-Board

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Bi-monthly Project Status Report February/March 2013

To adequately and comprehensively prepare for a production ready PTC system, the project scope includes assessment, validation and modification of SCRRA system assets (track, signals, communication systems and networks, wireless radio spectrum, information technology systems, locomotives and cab cars). This work is necessary to ensure implementation of a system that can be sustained for the long term without degrading overall service, performance, capacity or reliability.

For more detail, the PTC program can be broken down into the following major Project Elements:

System-wide Engineering & Regulatory Deliverables –This large component of work includes rail corridor and track mapping, PTC database development, general system assessment and validation, braking algorithm studies, submittals to regulatory agencies and staff training.

The PTC system is dependent upon high precision, highly accurate track database, to allow trains to navigate across track segments and allow the on-board train’s management computer to react to signals, civil speed restrictions, switch locations and clearance points. In order to achieve the precision and accuracy required for PTC System functionality, a system-wide re-engineering of SCRRA’s historical geographic information systems (GIS) was required. This GIS re-engineering included developing new track charts, new “composite” right-of-way maps, interactive “head end” videos and other related tools. These tools served as the foundation for establishment of coordinates for all required PTC critical feature data points within sub-meter accuracy on each subdivision. Critical features are all integer milepost, signals, crossings, switches, interlocking, permanent speed restrictions, track detection circuits, and clearance points for every switch location installed on the main and siding tracks. The total number of these SCRRA critical features is nearly 8,000. Upon completion of the office and field mapping, the software containing the track database will be developed, tested, validated and verified and then loaded onto the back office server and on-board systems. SCRRA must also validate the system assets including all signal systems, communication messaging loads and passenger/commuter train braking algorithms. In conjunction with remapping the railroad, a new System Timetable (Timetable No. 8) and revised CAD database was developed to incorporate changes and the improved accuracy of from the mapping effort plus a general reassessment and revision of the wayside signal system. A final set of updated refined and very accurate maps (PTC Track Chart and Composite Map) and a updated Timetable (No. 9) are in final development and these documents are under configuration management and change management and will the documents used when PTC is placed in service.

Prior to PTC operation, it is essential that SCRRA Engineering, Operations and Maintenance personnel be familiar with how the PTC systems are intended to operate and how to address issues when component parts are not functioning properly. Additionally, rigorous Configuration and Change Management policies and processes must be established with clear well defined lines of responsibility and accountability. A training program will be developed by the V/I contractor to transfer knowledge of all PTC components, systems and system interfaces to the over 600 SCRRA staff and contractors who will need various levels of system training in conjunction with the implementation of PTC.

Vendor/Integrator Contract – SCRRA has entered into an agreement with a specialized V/I contractor to design, procure, install, and test and start-up the PTC system. The V/I contractor is responsible for implementing the following PTC core functions:

• The Back Office Server (BOS) is the repository for track geometry, wayside signaling configuration and permanent speed restriction data bases. The BOS which features both common ITC railroad software and

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Bi-monthly Project Status Report February/March 2013

SCRRA specific software will be linked to the CAD through SCRRA unique CAD-BOS codec. The BOS will normalize or translate each railroad’s (including SCRRA’s) unique CAD messages to a common language that that can be understood by the on-board systems of different railroads. It is the mechanism that provides interoperability among different railroad operators. • The On‐Board PTC System is a compilation of software and hardware that provides train operations information (such as current position, calculating braking distances, managing restrictions) and enforces safety critical restrictions in the event of train engineer failure to correctly respond to the train operations information. • The Communications Network Component (CNC) ties PTC system components such as the Locomotive/cab‐car, Wayside Interface Unit (WIU), Back Office Server and Base Stations, together using a reliable, hardened redundant wired and wireless communication network. • A PTC compatible Wayside Signal System includes installing wayside interface units (WIUs) and the necessary hardware and software to interface with the CNC. SCRRA is procuring and installing the WIUs in its service territory. In some cases, existing signal system locations were upgraded and reconfigured to allow for compatibility with the PTC system. The V/I contractor will be responsible for the communication of the WIU to the communication network.

SCRRA’s current Computer-Aided Dispatching (CAD) System is no longer commercially supported, from both a software and hardware standpoint, and a new PTC compatible dispatching system is part of the V/I contract scope. The new CAD system will be capable of dispatching the railroad consistent with current operations as a Centralized Traffic Control System and with the accuracy and precision required for PTC functionality. This system will be the dispatcher’s interface to the PTC Back Office System for issuing and removing authorities. Hardware and software for both primary and secondary hot standby CAD, BOS, and path diversity for the CNC systems is included in the V/I scope and will serve the purposes of disaster recovery (DR) and redundant backup and training and testing purposes. The DR CAD site and equipment will also be used for testing software and hardware updates, troubleshooting and training. Employees in Charge (EICs) will be provided remote portable units connected to the CAD system, allowing EICs the capability of managing Work Authorities by electronically requesting, receiving and releasing authorities.

Parsons Transportation Group (PTG) was awarded the V/I contract and issued a Limited Notice to Proceed (LNTP) on October 15, 2010. A limited portion of the contract was deferred until a full NTP was issued in order to coordinate with pending funding requirements. In addition to the deferred aspects of the contract, the V/I contract also contained a number of options, including the “NCTD Option” to have the V/I contractor install PTC on the North Country Transportation District (NCTD) territory, a “Customer Information System” (CIS) to provide dispatch and arrival information to passengers, and a “Hardware and Technology Refresh.” In January 2011, SCRRA provided formal notification to the V/I Contractor that it would not exercise the NCTD option.

Railroad & Inter-Agency Coordination - The PTC system must be fully and mutually compatible with host and tenant railroads: SCRRA is host to BNSF, UPRR and Amtrak; and a tenant on BNSF, UPRR and NCTD railroads. Interoperability will enable safe operation of mixed freight and passenger services to allow seamless uninterrupted movement among different host railroads. Interoperability shall be based on the Interoperable Train Control Committee (ITC) standard and guidelines, and member governance currently in development by the UP, BNSF, CSX, and NS. Host and tenant railroads may also execute Interoperability Agreements, which are envisioned as being similar to Shared Use Agreements.

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Bi-monthly Project Status Report February/March 2013

Communication Modifications/Radio Spectrum – The PTC system relies on communications. If the communications systems supporting rail operations (PTC, CTC, voice radio) is not reliable, train delays will rise to an unacceptable level. The communication network is divided into two main categories. The first category is PTC “local” data messages from signals to trains, and between trains and signals and base stations. These PTC data messages will be transported mainly over a special designated PTC radio network using specialized PTC radios located on trains, at wayside signals and control points and at base stations. A diverse set of communication paths will be used including the 220 MHz spectrum, cell modems, and 802.11 Wi-Fi. A working group, which includes representatives of SCRRA, the PTC consultant team, the V/I, and PTC 220 LLC (representing the interests of the Class 1 railroads), has been established to coordinate the design and implementation of the 220 MHZ radio system in the LA Basin area. PTC 220 LLC, through its consultant TTCI, will be managing the frequency assignments for PTC use. The second communication network category is the backhaul or long haul network, which is used to transport PTC and other critical railroad operational data and voice messages in-between the central operations centers and the base stations and other key communication nodes. The backhaul transport technology includes combinations of both private and commercial (MPLS) and wired copper and fiber optic lines and wireless digital microwave, data radio (ATCS) and Ethernet radios.

To address the projected long term (20 year +) PTC messaging demand, SCRRA is attempting to procure on the secondary commercial market, one MHz of bandwidth, (40 separate 25KHz broadband channels) in the 220 MHz band to support PTC data communication over SCRRA owned trackage, providing the required communication links between the On-Board system, the EIC units, WIUs and a network management system (NMS). The ITC freight railroads/PTC -220 LLC have acquired and licensed 18 broadband 25 KHz channels in the 220 to 222 MHz frequency range. About nine of the 18 PTC 220 channels have power and height limitations. However, these limitations are being addressed in a waiver before the FCC. The greatest spectrum demand will be in urban areas such as Los Angeles and Chicago which feature high train densities and large complex track and signal systems in a congested environment. The SCRRA license application is to acquire the upper AMTS bands 217.5 to 218.0 and 219.5 to 220.0 MHz from the secondary commercial spectrum market. The AMTS spectrum acquisition is bogged down in a multi-year protracted legal, bankruptcy and FCC licensing process.

In order to provide a robust, reliable and diverse communication network to support the local wireless PTC train to base station and wayside signal to train messages, SCRRA has been expanding its communication network in a multi-year program by building a private fiber optic, microwave, Ethernet radio (back-haul) transport combined with commercial telecommunication circuit leases. The combined private and commercial system will provide the communication capacity, reliability and diversity to support the network link between the Operations Center, PTC Back Office Server and wayside and Base Stations. This “communication backhaul” concurrent work is being performed separately and generally not included within the V/I contractor’s scope although there is a small amount of overlap. The Communication System Improvements for PTC is funded in part by the FRA High Speed Intercity Passenger Rail grant and Prop 1A funding, as shown in the Communication System Improvements for PTC table in the Funding section. Because PTC is a communication intensive system, it is highly dependent on an underlying robust, reliable, communications network with path and technology diversity.

WIU’s & Track Modifications – SCRRA’s program includes procuring and installing wayside interface units prior to the V/I contractor’s efforts of connecting the WIUs to the communication network. The WIUs provide status information relating to signals, and switches. The existing signal system, aspects strings, signal circuit plans have been thoroughly assessed for deficiencies that will cause the signal system or PTC system to function at any level

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Bi-monthly Project Status Report February/March 2013

less than the required high reliability and availability. Outside of the PTC program, SCRRA will also evaluate the system for unused turnouts to be removed or unprotected turnouts for which derails will be installed to protect against potential runaway cars fouling the main track, this will also allow for eventual higher speed operations.

Signal Relocation and Reconfiguration – As part of the PTC program, select work is being done to relocate and/or reconfigure signals and enhance system safety. In the fall of 2010 the signal at CP Roxford was modified to enhance visibility and provide a greater preview. More recently, SCRRA has determined that the signal system at CP’s Mission and Terminal near LAUS and CP’s Burbank Jct. Olive and Brighton on the Valley subdivisions would require equipment rehabilitation including conversion of relays to microprocessors and installations of LED lamps and configuration changes to allow compatibility with the PTC System. Most of this upgrade work at these five CP’s is funded outside of the PTC program, through the use of annual signal system rehabilitation grant funding. In addition to the signal relocation and reconfigurations previously described, SCRRA is reviewing, validating and reconfiguring existing signal aspect strings, communications and signal drawings to ensure a consistency of operations, and modify signal application program logic as needed. This validation work will also assure adherence to configuration and change management practices across the various overlapping operating components including Operating Timetables, Track Charts, Signal Aspects, PTC Subdivision files, CAD. This is required by PTC regulations. Consistent behavior of the signaling system leads to consistent expectations of conditions in advance of the train, and makes the human more likely to notice changing conditions. The signal reconfiguration effort promotes situational awareness by providing a consistent pattern of stimulus and response of the wayside signal system to track conditions in advance of the train. SCRRA also continues to monitor signal preview for train operations to determine if additional signal relocations are warranted.

Train Control Operations Support Facility and Metrolink Operations Center – Preliminary investigations of Metrolink’s Operations Center (MOC) uncovered vulnerabilities (seismic, fire and power) and space and layout deficiencies that are inconsistent with the high degree of reliability and utilization imposed by the PTC system requirements. As a result, the PTC Program will include design and construction of a new Train Control Operations Support Facility (TCOSF) to provide a "secure and hardened" building for SCRRA's centralized command and control systems including; dispatching, PTC back office servers, centralized communication network control of fiber, wireless and leased communication networks and information technology (IT) systems. TCOSF will be located in Pomona on a 3.5 acre vacant parcel previously acquired, adjacent to SCRRA’s San Gabriel and Pasadena Subdivisions and near the existing MOC. After the primary systems at TCOSF are in placed in service, the MOC will become the initial interim site for installation of the new CAD system, PTC and network management system and then upon completion of TCOSF early in 2014, MOC may undergo a modest “hardening” and improvement program and become the disaster recovery (DR) site operated on a “hot‐standby” basis as a secondary centralized command and control system as well as a site to perform hardware and software testing and version updates and training. Other alternatives to the MOC as a DR site are being considered including relocating some if not all of the back office PTC/CAD computers and servers to a high availability commercial data center easily accessible to SCRRA’s fiber backbone. One potential data center site is near the Los Angeles MTA Gateway center building. Prior to the selection of TCOSF, other alternative sites were studied including an alternative to co-locate the SCRRA dispatching function to the BNSF Division offices and dispatch center in San Bernardino.

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Bi-monthly Project Status Report February/March 2013

STATUS OF PROGRAM ELEMENTS System-wide Engineering & Regulatory Deliverables – A major focus of the SCRRA PTC team this period was engaging and coordinating with the FRA and other stakeholders in order to get the necessary support to help SCRRA achieve its schedule goals. As part of these efforts, a small group of SCRRA executives and Board members met with FRA executives in Washington DC requesting, amongst other things, that the FRA provide sufficient resources to witness SCRRA’s testing at multiple locations concurrently, or that it allow SCRRA to self-perform the witnessing. SCRRA received positive feedback from the FRA, stating that it would not delay SCRRA’s testing schedule. This message seemed to transfer through the agency, as SCRRA received a consistent message from FRA representatives that took part in the Los Angeles Regional Coordination Meeting that SCRRA hosts quarterly. SCRRA came away from the meetings having to revise some expectations on submittal review times, revise and resubmit its test waiver application and resolve a few more questions regarding the dependency on industry-wide components. Another meeting has been set up for the FRA to meet with SCRRA and one of the vendors to determine if the current software stack being tested will be acceptable for system certification.

Prior to meeting with the FRA in Tinley Park, Illinois, SCRRA submitted a 60% draft of the PTC Safety Plan for informal review, which incorporated common language from the freight railroads’ (UP/NS/CSX) Joint Rail Safety committee and railroad specific information for SCRRA. Strong effort continues on advancing the PTC SP to 90%, planned for May, followed by incremental updates as field test reports become available. The formal PCTSP submittal is planned for September with complete test results for San Gabriel subdivision, which is defined as the target revenue demonstration segment for the system of record. Full territory PTCSP test records are planned to be submitted by December 2013. Some aspects of the PTCSP certification process are still being investigated by the SCRRA PTC team and the FRA’s definition of certification may evolve based on the pressure and input of the industry. The challenge for SCRRA is that no system exists as precedence against which to measure.

Work continues through the period on updating track charts, composite maps, SUBDIV files and the timetable. SCRRA plans to issue a new timetable, set of track charts and composite maps next period, incorporating all changes to date.

Despite the substantial work ahead, SCRRA is actively preparing its plans, policies, budgets and resources for the start-up, transition, and assumption of PTC operations. SCRRA’s change and configuration management policies have been implemented and are strictly adhered to, which became particularly important since the commencement of critical features validation. Another important activity underway is the ongoing effort to execute license and maintenance agreements. Preparations are in place for transition of the Phase I CAD system to SCRRA operations, planned to go live in late April. SCRRA is also busy coordinating with departments and train schedules to ensure sufficient numbers of locomotives and cab cars are provided to meet increasing onboard installation production rates and trains needed for testing. Currently, SCRRA is preparing a test train to participate in ETMS VII Revenue Demonstration with BNSF, planned to take place in April on the San Bernardino line. Revenue Demonstration consists of operating passenger carrying trains equipped with an active PTC system on board. It is essentially PTC operation prior to final system certification. The train needs to be equipped to meet quality and functionality requirements including communication with BNSF’s back office. During the period SCRRA successfully conducted a full system initialization using Metrolink Locomotive 867 at Keller Yard with the PTC 220 Data Radio via communication link to the BNSF Back Office.

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Bi-monthly Project Status Report February/March 2013

V/I Contractor – At this point the V/I contractor’s primary focus is to successfully advance through the extensive regimen of field testing that is required to achieve PTC in revenue service. Steady progress was made through the period on critical features validation, which is the first phase of field testing. FRA-witnessed critical features validation is now approximately 80% complete based on a total of nearly 8,000 features to be validated. Signal verification and validation (V&V) is now underway on the San Gabriel Subdivision recently after installing a software update required by the WIU manufacturer and in preparation for FRA-witnessed testing Once the FRA- witnessed signal validation is complete on the San Gabriel subdivision, the V/I will proceed on to brake testing and finally functional testing in an aggressive stream of field testing that will take place simultaneously on multiple subdivisions until it is completed and submitted for certification around the end of the year.

As the V/I contractor now has all of the PTC components that comprise the current technology stack available in the lab, it is rigorously testing the integration of those components. The PTC Network Federation framework is complete and the V/I contractor is performing end-to-end testing on the BOS and ITCM. Though the PTC- compatible version of CAD is also theoretically available, software issues with the Phase I CAD release are tying up resources needed to utilize the Phase II PTC CAD software.

The cutover date for the Phase I Arinc CAD system continues to get pushed back as software fixes are issued and tested. The go-live date is now forecasted for late April. This Phase I CAD replaces the functionality of the current Digicon CAD system. As integrated testing of the BOS to onboard system advances, criticality of the CAD system becomes increasingly evident. Integrated testing of the Phase II CAD system is expected to begin in the lab in May and is critical to avoiding further delays to the overall program.

While the V/I contractor is proceeding with testing using the currently available software technology stack, it is understood that there will be a number of pre-defined software releases between now and 2015, including an update later this year to a technology stack that will be utilized by Class 1 freights as an interoperable system. The current technology stack for Metrolink PTC initial testing is BOS/3.2.M2.3, On-Board/6.3.7.14, ICD/2.10.2, Subdiv- 4. When the software becomes available later this year, SCRRA will migrate to BOS/3.2.1, On Board 6.3.8, ICD 2.11.1, Subdiv S. It is highly important the various components of the PTC technology stack which are being developed on different timelines be compatible with each other.

An important accomplishment during the period was the completion and final acceptance of the PTC simulators at the training facility at Los Angeles Union Station. With these state-of-the-art PTC simulators now operational, SCRRA is prepared to utilize them for training crews on the PTC onboard system.

Meanwhile Onboard System installations continue to lag behind schedule. Through March, more than 31 of the 109 units have been spotted at Keller Yard and received partial installs of PTC equipment. All of the units that have left Keller Yard will need to come back for one or more rounds of equipment installation, testing and other updates. Although the V/I contractor team added a third crew to improve production rates, deficiencies in the quality, completeness, and required functionality of the on board installations remain. The V/I contractor is currently forecasting that onboard system installations will be complete by the end of 2013.

The V/I’s work at equipping of the wayside is essentially complete, including all the PTC radios, Wayside Message Servers (WMS), antennas and other wayside equipment. Although construction of the base stations and the communication network are well on track, work within the tunnels has been unable to proceed as originally designed. A change order has been processed for the tunnel radio design and construction which enables the

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work to proceed utilizing a commercially-available alternative. This work needs to proceed quickly in order to avoid impacts to the putting the respective subdivisions in service.

The following is a list of engineering submittals that were made by the V/I contractor during the period:

Design Requirements Traceability Report I‐ETMS Test Waiver F59PH Final Design Installation Specification RF Interference Test Plan IETMS Locomotive OB product Spec F59PH Final Design Installation Specification Office Locomotive Segment ICD IETMS PTC Recorded Data and Event Recorder Mod for System Level CDR Package PTC Horn Interface Wabtec CMMI ML2 Certification F59PH Final Design Installation Specification CAD VDD Release 8.0.9.81 I-ETMS Cell Modem Connection Manual CAD VDD Release 8.0.9.81.a F59PHI Installation Documentation Resubmittal ARINC BOS NTP Server Install at RCL SSWP VHF 220 Tri-Mode Loco Cab Car VSWR Test ARINC Week 8 AIM Revenue Operation SSWP RF Interference Test Plan ARINC AIM Ventura SSWP OBS Spare Parts Migrating CIS Lab Server to Production Network AIM Explorer for BOS Users Manual SCRRATC SSWP 220MHz Data Throughput Study ARINC MOC Aim Revenue Operation SSWP BER Study for 220 MHz System ARINC AIM Revenue Operation SSWP Test Plan and Procedures for Inter-Modulation Study CIS Re-migration of Servers to Prod. Network SSWP Grounding and Lightning Protection Design Config Newhall BS Prep and Installation SSWP Mission Base Station Structural Drw and Calc Hauser Mt SSWP Mission BS Structural Calcs and Drawings Serra Install SSWP Pomona BS Structural Desg Calcs Ventura Testing SSWP Fullerton Deviation from Specs Fullerton Base Station SSWP Pomona Deviation from Specifications Keller Yard SSWP San Clemente Deviation from Specifications Serra Base Station SSWP Simi Valley Base Station IFC Mission Base Station SSWP Serra Base Station Install Drawings Newhall Base Station SSWP Installation Drawings for Serra Base Station Keller Layover Yard SSWP Mission Base Station Install Drawings Serra Hy Rail Orange Sub SSWP Mission BS Installation Drawings Valley Sub WMS/Radio Config/Signal Observation SSWP Fullerton Base Station Installation Drawings SG Sub Hy-Rail WMS Configuration/Preliminary Signal Galivan BS Installation Drawings Validation SSWP Base Station Unit Field Test Procedure SG Sub Hy-Rail WMS_ Preliminary Signal Testing SSWP Interoperability Test Procedures Hy Rail San Gabriel SSWP Moorpark Unit Test Results Multicast Provisioning SSWP Moorpark Base Station Unit test results WIU Config at Mission SSWP Montalvo Unit Test Results San Gabriel Hy Rail Sig Validation SSWP Montalvo Base Station Unit test results Valley Hy Rail WMS SSWP Pomona Base Station Unit Field Tests CP Mission SSWP CAD System Admin Class Rosters and Eval Sheets Ventura Sub Hy-Rail Crit Feat Validation w/ FRA SSWP CAD DB Course Materials Orange_Olive Sub Hy-Rail Critical Feat Validation SSWP OBS to BOS LINN Test cases and Reports Hy Rail Orange SSWP I-ETMS Cell Modem Connection Manual Hy-Rail Critical Feature Validation F59PHI Installation Documentation Resubmittal River Sub Hy-Rail Critical Features Validation SSWP VHF 220 Tri-Mode Loco Cab Car VSWR Test 60 Percent Draft PTCSP CAD System Admin Class Rosters and Eval Sheets River Sub Antenna As Builts Reliability Analysis

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Bi-monthly Project Status Report February/March 2013

Safety– The V/I contractor has established a Local Safety Committee which includes its Safety Manager and representatives from SCRRA to participate in weekly Safety Committee meetings. A Safety Plan has been submitted and accepted for the project and is updated on an on-going basis. SCRRA is also coordinating with the V/I contractor on Site Specific Work Plans to allow V/I crews safe access to the ROW and conducting efficiency testing. To date, there have been no lost time accidents on the project.

Quality Assurance – A Project Quality Assurance Plan has been submitted and approved by SCRRA, with contractual responsibilities identified. SCRRA is performing audits and analysis of best practices.

Railroad & Inter-Agency Coordination – As stated in the System-wide Engineering and Regulatory Deliverables section above, SCRRA coordinating extensively with the FRA, freight railroads and other stakeholders. Following on the heels of a meeting with FRA reps in Tinley Park, Illinois, SCRRA met again with FRA executives in Washington, DC. The next day, Darrell Maxey, Director of PTC, C&S Systems, participated on a panel in front of the NTSB for a hearing on the status of PTC implementation. Also during the period, Mr. Maxey presented at a meeting of the I-ETMS Users Group, and participated in a site visit to CalTrain.

These meetings were in addition to the regular monthly and quarterly meetings that SCRRA is engaged in with the FRA, freight railroads, JRST committee and PTC 220 LLC. These coordination activities are critical as SCRRA sees its dependency on these external parties as one of greatest challenge to achieving revenue service this year. SCRRA is dependent on Class 1 freights for finalizing the “core” BOS, Onboard software and other interoperable components, and coordinating interoperable testing. Meanwhile, SCRRA is dependent on the FRA for test witnessing, system- and system certification. While SCRRA hopes to keep in alignment with its freight partners, it may need to push ahead and pursue its own agenda to get PTC in service this year.

Key coordination items for future meeting include monitoring the development of interoperable BOS and onboard system components, up-coming testing activities, the development of PTC SP common elements, the overall communication network for the basin, shared radio spectrum, and overall PTC implementation, testing and acceptance. SCRRA is also coordinating with other transit and regulatory agencies, APTA, NTSB, I-ETMS Users Group and the California PUC to provide knowledge transfer when possible.

Signal Relocation and Reconfiguration – Work at CP Mission was 98% complete during the period with the new signals tested and placed in service. Remaining work includes building a security fence and punch list items. Meanwhile work at CP Terminal is approximately 45% complete as the signal bridge retrofit kit has arrived, and wiring of the signals is underway. Pre-Testing of the new CP Terminal signals should begin in February. Finally, a construction contract has been issued and material ordered for the Doran St. intermediate signals. The work being performed at all three locations is necessary in order to make the signals compatible for PTC, therefore this work is being performed under the PTC project numbers 450010 and 450020. Similar progress is being made on other signal relocations that are not funded by the PTC program, yet which need to be completed prior to PTC system implementation since the obsolete equipment will not communicate with PTC radios. This work includes replacing relays with microprocessors on the San Gabriel Subdivision and additional microprocessor installations at wayside locations such as: Woodman, Brighton, Olive, Burbank, and Dayton. Relocation of the CP Roxford signal was completed in the fall of 2010. The work at Woodman and Dayton was completed in late summer of 2012 12 36

Bi-monthly Project Status Report February/March 2013

WIUs, Track & Signal Modifications– The installation of WIU modules and antennas is now complete across all subdivisions except for a few locations where signal work is on-going. In addition to the install work, some rework and vendor required software upgrades were performed during the period. The WIU software upgrade was tested in the lab before it was released in the field to assure it does not affect the WMS or radio software. Substantial effort remains in loading the software on each WIU.

Communication System and 220 MHz Radio Spectrum – Efforts continued on SCRRA’s on-going process of acquiring 220 MHz band spectrum with little change as SCRRA awaits action by the Federal Communications Commission (FCC). Prior issues related to the bankruptcy of the spectrum seller were resolved by a federal bankruptcy court in Mississippi. The timeline for completing the purchase and obtaining FCC approval remains unclear.

As SCRRA’s spectrum acquisition remains mired in its third year of legal proceedings, a potential opportunity came to surface with PTC 220 LLC. SCRRA had previously executed a five-year spectrum lease agreement with PTC 220 LLC, an entity established by the ITC railroads to manage its radio spectrum. During the period, SCRRA learned that PTC 220 LLC has submitted a waiver request to the FCC that would enable greater use of its spectrum by SCRRA and other PTC 220 LLC lessees. SCRRA is performing an analysis to determine what affect the waiver, if granted by the FCC, would have on SCRRA’s need to acquire its own spectrum to contribute to the shared pool of spectrum. SCRRA is also working with the PTC radio suppliers and spectrum holders to assure that SCRRA’s targeted spectrum is included in the FCC Part 80 Type acceptance and progress is being made on this account.

The PTC project team continues to closely coordinate with the related Communications Backhaul Project for Valley, Ventura and East San Gabriel (VVSG), which is on track to be sufficiently complete by early April in order to support PTC testing and operations without any impacts to the V/I contractor’s work. The communications network is substantially built out and in the final stages of acceptance testing on most subdivisions. Remaining elements of the VVSG project are forecasted to be complete in late summer 2013. The communications backhaul project in Orange County was completed in November 2012. A separate Project Status Report is available for more information on these projects.

Pomona Train Control Operations Support Facility (TCOSF) & Metrolink Operations Center (MOC) – During the period, the Design/Build contractor for TCOSF has nearly completed 100% design documents with the exception of some elements of the data center and dispatch center. The contractor has installed construction fencing at the site and is prepared to mobilize as soon as a grading permit is issued. Despite a slight delay as these issues are resolved, overall construction of the facility is still forecasted to be available in spring 2014 for beneficial occupancy. In order to avoid schedule conflicts between the PTC and TCOSF projects, a decision was made early in the project to temporarily install the Dispatch and Back Office Systems at the Rancho Cucamonga project office. Installing the CAD equipment in Rancho Cucamonga allows the CAD to be tested and used for training, as well as integrating with the PTC equipment such as BOS and the Network Management System (NMS). Additionally, the Rancho site will serve as a temporary disaster recover site in the event that an incident occurs at the Pomona MOC. A plan will be developed later to relocate the Rancho temporary backup dispatch center equipment to the TCOSF, which will then become the primary dispatch center.

Customer Information System (CIS) – Deployment of the full Phase I CIS system advanced during the period as prior software issues were largely resolved and the V/I contractor began final testing of the audio portion.

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Bi-monthly Project Status Report February/March 2013

Improved audio functionality will be available at stations beginning next period with the deployment of MPLS “multicast” service which enables simultaneous audio updates to be easily sent out across the system. The current Phase I system delivers train schedule information and ad hoc messages, such as service interruptions, on changeable message signs at stations. Planning and design of the Phase II and Phase III system is also underway. CIS development and deployment was an exercised option of the V/I contract, but is funded outside of the PTC program budget.

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Bi-monthly Project Status Report February/March 2013

PROJECT PHOTOS

An SCRRA crew in the cab of an F40 locomotive preparing to test communication with the BNSF back office by initializing with the BNSF back office with the 220MHz data radio

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Bi-monthly Project Status Report February/March 2013

Wabtec crews at Keller Yard welding antenna brackets on the roof of a Rotem cab car.

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Bi-monthly Project Status Report February/March 2013

Crews utilizing a scissor lift to install a WLAN antenna at Keller Yard which to be used for outbound testing of locomotives.

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Bi-monthly Project Status Report February/March 2013

Radio tower installation at Fullerton

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Bi-monthly Project Status Report February/March 2013

MANAGEMENT ISSUES DESCRIPTION: FRA resources are not expected to be available to support Metrolink’s aggressive test witnessing schedule, which requires concurrent test witnessing at three locations. Administrative resources and guidance are also needed from the FRA to support SCRRA’s test waiver approval, timely submittal reviews and Safety Plan certification within SCRRA’s schedule Sufficient FRA and budget constraints. The FRA is the primary external dependency from which SCRRA needs resources may not be support in order to achieve schedule and budget success. 1. available to meet HANDLING APPROACH: SCRRA’s proposed SCCRA communicates regularly with FRA officials in order to ensure close coordination and seek schedule the FRA’s support in achieving project goals. SCRRA is making adjustments to its plans and schedules based on a January meeting with the FRA (in Tinley Park, Illinois), and is travelling to Washington, DC in late February so that SCRRA Board members and executives can meet with representatives from the FRA. DESCRIPTION: This purchase is delayed or may not be successfully executed due to legal action taken by a 3rd party to block the purchase which may then result in impacts to the V/I system testing, acceptance and implementation of the PTC system. If sufficient and reliable bandwidth is not exclusively assigned for Metrolink and its Tenants use, the PTC system capability will be Acquisition of severely degraded. Timely coordination between the Class 1 freight railroads is required in necessary FCC order for the V/I Contractor to receive necessary input/validation for system development, spectrum and the implementation and testing. subsequent licenses 2. HANDLING APPROACH: required for the PTC 220 MHz Issue partially mitigated by a temporary workaround. SCRRA has entered into a five-year lease communication agreement with PTC 220 LLC to lease the necessary spectrum for testing and start-up. As long network. term spectrum needs will increase significantly and will exceed the bandwidth currently available through PTC 220 LLC, SCRRA and outside Counsel are continuing to pursue legal remedies to the spectrum purchase and subsequent FCC approval of waivers needed to license the acquired frequencies.

DESCRIPTION: The inability of the V/I Contractor to effectively develop in particular the CAD and previously BOS software and its integration is impacting the implementation schedule and system certification. PTC CAD is now critical. Contributing to this delay is a) the learning curve CAD/BOS Software and adequacy of staff resources for both the V/I contractor and SCRRA and b) the ARINC delays development and with the software development of the CAD. 3. implementation for HANDLING APPROACH: The delay in the development in CAD software is on the critical path, the addition of PTC resulting in overall project schedule delays. To mitigate additional impacts due to delays in the BOS development for Class 1 freight railroads, a decision has been made by SCRRA and the V/I contractor to implement BOS Version “3.2.M” for Metrolink, which is built off of the “core” BOS and independent additional administrative functions being developed for the freight railroads. DESCRIPTION: Development of new software code carries inherent risks which, in spite of the best configuration management practices by the developer, will typically be released with some discrepancies or flaws (“bugs”). If these flaws are anything other than minor, the functionality of the system may be compromised and re-work or re-testing of system components may be Development of new necessary. This could delay the system integration and acceptance testing. SCRRA may need to Software for system revise PTC data as a result of corrections relating to quality, completeness, equipment or components and system input(s), changes to SCRRA operations or new infrastructure occurring prior to the 4. development of the system completion. Configuration HANDLING APPROACH: A defined set of practices and requirements that comply with SCRRA Management (and IEEE) standards are included in the V/I contract. These specific requirements apply to the System. entire IT life cycle with a set of consistent scripts to test with expected input/outputs including definition and mapping of their interfaces and a documented track record for delivery of these requirements. The V/I contractor selected software vendors must be rated at least Software Engineering Institute (SEI) Capability Maturity Model Integration (CMMI) Level 2 with 19 43

Bi-monthly Project Status Report February/March 2013

established QA processes that will be audited by SCRRA IT thereby reducing the potential for re- work. SCRRA will furnish complete IT network information and system information necessary for the V/I contractor design development. The V/I contract has clearly defined version control and document control requirements that identify the necessity for revising PTC data both during the development phase and once the system is operational. These contract provisions will minimize disagreements over any impact resulting from SCRRA provided updates to system information throughout the PTC system lifecycle. SCRRA staff is prepared to immediately advise the V/I contractor of any potential changes to either the physical plant or to the operating environment (such as operating rules, working conditions, site access issues, etc.) so that if changes to the PTC system are needed they can be incorporated without causing project delay. If necessary, SCRRA management may need to make a determination on the timing for release of PTC data changes in order to prevent or minimize impacts to the V/I contractor's schedule. An internal SCRRA lead has been assigned to spearhead the change and configuration management implementation. DESCRIPTION: If sufficient numbers of SCRRA and Service Contractor staff (supervisors, signal and equipment maintainers) cannot be trained in the troubleshooting and maintenance of the PTC sub-systems on rolling stock, wayside and the MOC (WIUs, OBCs, BOS and EICs) then the PTC system cannot be placed into service.

SCRRA staff HANDLING APPROACH: In order to assure that there will be a sufficient number of trained resources for PTC 5. maintenance personnel, SCRRA is evaluating maintenance resource requirements and will System Maintenance develop a training plan consistent with PTC implementation. This will necessitate SCRRA to & Operations identify where additional personnel can be drawn from to cover service when normally scheduled individuals are taking instruction. Upcoming Fiscal Year 13/14 staffing plans and budgets have been developed for both SCRRA and O&M contractors to maintain, operate and sustain all facets of PTC as the program shifts from development to operating. Practical hands- on training may occur during the installation and testing phases of the project when Maintenance staff is assigned to assist the V/I Contractor forces.

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Bi-monthly Project Status Report February/March 2013

SCHEDULE Through March, the schedule progress is estimated to be approximately 67% percent complete for the PTC program overall. After re-setting the schedule last October (Change Order 20) to reflect Revenue Service on September 30, 2013, the V/I contractor continues to fall behind schedule and the September Revenue Service milestone is now out of reach. The contractor’s current schedule forecasts PTC tested and operational on San Gabriel subdivision by September 30, 2013. The remaining subdivisions would be put in service incrementally as testing is completed on each subdivision between October 2013 and February 2014. Full system certification, which depends partially on the FRA’s review period, is anticipated in the 2nd quarter of 2014.

Currently, the primary concern driving the schedule delays is related to the CAD system development and the WIU signal validation that leads to the field integrated system testing. The completion of the field integrated system testing will trigger the start of FRA certification process. The CAD system development, especially the CAD Phase 1 cutover, has continuously slipped during this reporting period and currently is expected to be completed in mid- to late-April. The FRA-witnessed WIU signal validation, which is on the critical path, has been further delayed due to an updated ITCM software version that needs to be deployed to wayside locations before the start of WIU signal validation with the FRA. FRA-witnessed WIU signal validation is now expected to begin in late April. The delayed start of the WIU signal validation will also push out the start of the I-ETMS brake testing, which must also be completed in order to start the field integration testing. The duration of the I-ETMS braking test itself could be an issue because of the additional FRA requirement to test a longer test train set as well as the standard test train set. With all of these immediate and critical issues, the beginning of field integrated system testing is currently projected to be delayed to July, and this would in turn delay the start of the FRA certification process a commensurate amount. SCRRA continues to meet with the FRA to resolve questions and validate assumptions about testing and certification requirements. In prior meetings the FRA has expressed support for meeting SCRRA’s aggressive schedule.

A number of other components also threaten the planned project completion dates. Onboard installations are requiring significantly longer than anticipated dwell times to install and test each unit, and each unit will need to be re-spotted in Keller Yard one or more times to complete the install and testing process. Equipping the tunnels on Valley and Ventura subdivisions with PTC communication is another critical watch item at this point even though, as of this writing, the communication network build-out including the tunnel radio could be completed by the end of August without delaying the overall project. In addition, the PTC Revenue Service date is dependent on the future release of “Core” BOS, which is currently anticipated to be in mid-July. If the “Core” BOS release date is to be further delayed, it may be necessary to enter a longer period of revenue demonstration until the interoperable “Core” BOS is available. Although several workarounds have been developed to overcome delays in the past and considered at present, the ability to compress and finish all the remaining work within the remaining contractual duration is increasingly limited. While SCRRA is leading the industry and remains on track to complete ahead of the 2015 federal deadline for PTC implementation, SCRRA’s PTC program budget depends on the timely project completion and contract close-outs.

Critical Path Overview

Despite the schedule slip, the schedule remains extremely aggressive with a number of work streams on the critical or near critical path. The ten major elements on the critical path of the V/I contractor schedule include:

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Bi-monthly Project Status Report February/March 2013

1. CAD Phase I Live and PTC CAD 2. WIU Signal Validation, Brake Testing and Functional Testing on the San Gabriel Subdivision 3. Production Network including Tunnel Radios 4. NMS Phase II 5. Integrated System Testing (FIT) 6. Tunnel Radio Installation 7. Core BOS Development 8. FRA Certification 9. Conducting PTC field tests, in particular functionality tests with trains 10. Onboard System Installations

As explained above, the critical path currently depends on the completion of WIU signal validation for all subdivisions including brake tests with the FRA test witness. Of all subdivisions, however, the San Gabriel subdivision is on the most immediate critical path that will govern the start date of the first sequence of field integrated tests, which will be followed by all other subdivisions. Another equally critical path will flow through the development of a stable PTC CAD to integrate with the Metrolink BOS and Onboard systems. The integration of these components also could drive the start of integrated testing. At this point, the PTC CAD path and the WIU signal validation path are equally critical on the schedule to begin integrated testing in the field.

It would be very difficult to shorten either the integrated system testing or FRA certification duration because it involves FRA resource availability and rigid durations for activities such as a public comment period. Therefore, any further delays on either the WIU test path or the PTC-CAD path would result in an impractical duration compression need for the integrated testing and FRA certification in order to complete the project within the current contractual duration.

The BOS development had been the most critical path in the previous periods. However, with the release of ML BOS 3.2 M1 and M2 in November-2012, the BOS path has been tentatively relieved from the critical status until the interoperable test starts at which point Core-BOS release needs to be accomplished.

Below is a “Chronology of Events” which highlights the top-level milestones achieved on the project to date, as well as a Gantt chart summary schedule.

Chronology of Events SCRRA Board of Directors directs the Chief Executive Officer to pursue funding for safety enhancements from the "North American Joint Positive Train Control September 2008 Program" funded by the Federal Railroad Administration and any other sources of federal or state funding eligible for developing, implementing, or operating a positive train control system for Metrolink.

The Rail Safety and Improvement Act of 2008 was signed into law, requiring October 2008 installation of Positive Train Control Systems. SCRRA establishes organization to proactively develop and deliver PTC by December February 2009 2012.

December 2009 SCRRA Board Approval of Competitive Negotiation Process and Evaluation Criteria.

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Bi-monthly Project Status Report February/March 2013

The Federal Railroad Administration issues its final rule requiring railroads to install January 2010 Positive Train Control technology. SCRRA issues Request for Proposal (RFP) for the Vendor/Integrator component of March 2010 the project. SCRRA submits PTC Implementation Plan (PTCIP) to the Federal Railroad April 2010 Administration, conducts Pre-Proposal Meeting, and issues Addenda to bidders. Federal Railroad Administration conditionally approves SCRRA PTC Implementation May 2010 Plan.

June 2010 Vendor/Integrator contractor(s) submit proposals; SCRRA evaluation begins.

July 2010 Peer Review Session held. Negotiations with V/I proposer begin.

October 2010 NTP issued to Vendor/Integrator.

February 2011 PTC Development Plan (PTCDP) Variance Type Approval submitted to FRA.

July 2011 Began On-Board Pilot Installations.

August 2011 Draft PTC Safety Plan submitted to the FRA for informal review.

October 2011 Issue NTP to Communications Backhaul contractor.

February 2012 ETMS VII brake testing conducted on the BNSF San Bernardino Subdivision.

SCRRA Board approval of program budget increase to $210.9M and reset schedule, July 2012 reflecting Revenue Service in September 2013, contract close-out by early 2014. TCOSF design/build construction contract DB100R-12 awarded to USS Cal Builders.

Change Order 020 executed, extending V/I contractor staff and facilities; contractual October 2012 Revenue Service milestone to September 2013

The Metrolink BOS is developed and released for testing (BOS 3.2M1 and M2). FRA November 2012 witnessed SUBDIV file validation is completed on the first subdivision (San Gabriel Sub).

PTC-CAD Part 1 is released. Integrated system testing (BOS to Onboard) begins in December 2012 the lab.

Construction of San Gabriel Base Stations Completed. January 2013 Began Signal Validation pre-testing on San Gabriel Sub.

Construction of Valley Base Stations Completed. February 2013 FRA-witnessed SUBDIV file validation complete on Ventura and Orange Subs.

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Bi-monthly Project Status Report February/March 2013

Summary Schedule

2013 2014 ACTIVITY START FINISH Q1 Q2 Q3 Q4 Q1 Q2

On-Board Production Installs 2/8/2012 12/31/2013

BNSF ETMS VII Functional 4/8/2013 6/1/2013 Testing/ Revenue Demo Base Station Build-out 7/1/2012 8/31/2013 (including tunnel Radios)

CAD-Live - Ph I Non-PTC CAD 4/15/2013

CAD-Live - PTC CAD 4/30/2013

Complete End-to-End Testing 5/6/13 7/5/13 in the Lab (LIEE)

WIU & Brake Testing (w/FRA) 5/12/2013 9/30/2013

Field Integrated Testing 7/7/2013 1/31/2014 (FIT/FQT) Interoperable Testing (FIT- 9/12/2013 1/7/2014 I/FQT-I) Safety Plan - FRA Review & 10/1/2013 4/10/2014 Certification PTC Operational on San Gabriel 9/30/2013 Sub (Revenue Demonstration) Revenue Service – All 2/4/2014 Subdivisions Reliability Demonstration 2/5/2014 6/5/2014 Period

TCOSF Construction 4/19/2013 5/9/2014

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Bi-monthly Project Status Report February/March 2013

COST STATUS

As a result of the schedule delays described in this report, the PTC program budget is at risk. As of March, SCRRA is forecasting that the PTC program costs can still complete within the $210.9 million budget by fully expending program contingencies and finding off-setting costs within the program. Due to the drawdown of contingencies, any unforeseen costs, additional delays, extended FRA review periods, or prolonged project closeout will require additional funding or aggressive cuts to scope. The impact to the budget for project support (non-V/I) costs can be estimated based on a burn rate of roughly $1 million per month of delay. Based on this, the program budget could be impacted by $1 million to $5 million. Mitigating actions planned by SCRRA include assessing contractor LDs through the payment of costs associated with Digicon CAD and leasing locomotives, assessing possible scope cuts (spectrum), trimming support, aggressively controlling scope creep, and appropriately allocating new project or other non-PTC program costs.

Another item not included in the project budget is the on-going cost of operating and maintaining the PTC system. As equipment and components get placed into service, SCRRA is preparing to transition their operations and maintenance (O&M) costs to SCRRA’s corresponding operating budgets. SCRRA is currently preparing full budget estimates for on-going license, maintenance and staff support costs, which are estimated at approximately $10 million per year. This shift from capital to O&M will in large part occur with the fiscal year 2013/2014 budget.

Expenditures

Through March, expenditures to date on the project total $124 million or 59% of the total program budget. Expenditures for the two month period were $7.1 million, primarily comprised of $4.3 million in V/I contractor costs and approximately $1.9 million in SCRRA consultant/contractor costs, and $0.5 million related to the communications backhaul component of the project. Costs also are beginning to ramp up related to the TCOSF construction project. Recent expenditures for SCRRA agency labor are not reflected in the table due to an issue with the Oracle financial database. As a result, next period’s agency labor charges will reflect a sizeable increase. Overall, expenditures are in line with the revised plan for expending the current $210.9 million estimate at completion, nevertheless, SCRRA is closely monitoring the budget and the impact of schedule delays and potential change orders on the project budget.

Commitments

Through March, cumulative commitments on the project remained at $189 million. No substantial new commitments were made during the period. To date, 90% of the project budget has been formally committed, with the remaining budget planned for consultant contract extensions, the purchase of 220 MHz radio spectrum and project reserves. SCRRA is managing project costs in accordance with approved project control procedures. This includes evaluation and preparation of cost trends (forecasts) that provide the information necessary to control contingency and budget impacts.

Cash Flow

At present, PTC program expenditures are in line with the planned cash flow for the $210.9 million budget, assuming contract close-outs in mid-2014. The PTC project management team is closely monitoring and controlling expenditures and commitments to ensure they are consistent with the available funding constraints.

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The current budget, expenditures and commitments are provided in the Cost Detail Table below, broken out by elements of the project. Note that the budget and funding for the Customer Information System (CIS) is outside of the PTC program and not included in the table below.

Cost Detail

Period Expend to Project Element / Task Budget Committed Est. at Comp Expended Date Project Devel/Engineering/PM/CM 59,175,412 52,632,641 1,896,246 43,798,262 59,175,412 PM/CM 25,269,858 23,655,554 868,997 18,607,539 26,603,019 SCRRA Staff Labor 8,285,430 6,848,007 7,845 6,848,007 10,117,497 Legal Support 1,649,066 1,095,180 25,676 1,092,079 1,372,764 Other- Materials, Fees, Prof. Services 235,462 232,928 22,530 143,337 329,482 Non-V/I Contingency 1,808,708 - - - (598,045) Project Development/Design 6,111,371 6,909,641 361,029 4,298,627 6,745,652 Map & Validate Track Assets 6,520,954 6,725,991 161,491 6,246,074 6,357,239 Map & Validate Signal Assets 4,113,954 4,113,586 (0) 4,113,586 4,113,954 Flagging 437,296 532,065 (349,726) 532,001 760,171 Comm & Signal/Track Maintenance 2,872,705 2,081,036 615,856 1,633,311 2,458,182 Training/Test Train 1,870,607 438,654 182,548 283,701 915,498 Relocate/Reconfigure Signals 1,181,740 991,572 38,402 546,932 1,181,740 Relocate/Reconfigure Signals 1,181,740 991,572 38,402 546,932 1,181,740 WIUs, C&S, Track Modification 1,555,980 1,556,016 2,398 1,552,018 1,555,980 WIU Modules for PTC 1,555,980 1,556,016 2,398 1,552,018 1,555,980 PTC Communications, Wireless & Backhaul 11,522,410 3,527,530 507,603 1,845,317 11,522,410 Acquire PTC 220 Radio Spectrum 7,178,000 657,800 - 657,800 7,178,000 Communication Back-bone & Back-haul 4,344,410 2,869,730 507,603 1,187,517 4,344,410 RR Work Orders/Coordination 100,850 851 0 851 100,851 SCRRA Staff Labor 850 851 0 851 851 Interoperability Agreements 100,000 - - - 100,000

(Table continued on next page)

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(Table continued from prior page)

Period Expend to Project Element / Task Budget Committed Est. at Comp Expended Date Pomona TCOSF/MOC 14,730,609 12,380,156 321,051 1,891,888 14,730,609 Design and Design Support 1,368,236 1,368,237 32,026 940,620 1,368,236 Materials 4,798 - - - 4,798 Construction 12,425,478 10,810,288 289,025 750,873 12,425,478 Maintenance 41,355 1,355 - - 41,355 Prof. Services (CM, PM, Other) 92,136 64,386 0 64,505 92,136 SCRRA Staff Labor 369,172 135,890 (0) 135,890 369,172 Project Reserve 429,434 - - - 429,434 Vendor/Integrator 115,538,811 111,483,332 4,312,701 73,335,528 117,875,445 On Board Component 21,118,467 21,118,467 570,867 14,613,686 22,455,315 Communications Component 12,117,839 12,117,839 632,185 8,060,391 13,592,931 Wayside Communications Component 22,819,233 22,819,233 640,217 16,698,008 21,490,188 Back Office Component 5,866,910 5,866,910 417,661 3,923,195 6,097,963 Dispatch System 6,739,116 6,076,394 65,389 4,202,528 7,238,417 Integrated System 9,396,994 9,396,994 29,193 204,349 9,396,994 Contract Documentation 5,502,301 5,502,301 302,643 1,956,563 5,510,001 Hi-Rail Test Vehicles 462,336 462,336 - 462,336 467,826 Project Eng., PM, Suppt Facilities 28,081,153 24,680,444 1,577,186 20,037,941 28,081,153 Commercial Terms (Bonds, Insurance) 3,434,462 3,250,500 77,360 3,066,336 3,434,462 V/I Contract Options* (Loco. Simulator) - 62,551 - - - Signal - 129,363 0 110,195 110,195 V/I Margins & Adjustments 7,128,369 7,302,798 31,329 1,320,370 4,791,735 V/I Sales and Use Tax 2,000,000 2,300,000 31,329 1,320,370 2,300,000 V/I Contingency 5,128,369 5,002,798 - - 2,491,735 Project Totals 210,934,182 189,874,895 7,109,731 124,291,167 210,934,183

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Bi-monthly Project Status Report February/March 2013

V/I CONTRACT CHANGES

Below is a list of executed, pending and potential contract changes to date against the V/I contract H1636-10. The list does not include “Internal Administrative Change Orders” (IACOs) which are used to formally document the release of contract options, allowances and items that were deferred by the Limited Notice to Proceed. IACO items and those with a project number other than 450090 do not impact the contract contingency within the PTC program budget. The list of contract changes is also reported to the SCRRA Board through quarterly updates.

Approved Contract Changes (Impacting Contingency)**

CO 007 - 2.4.4 Tools to Edit/Create Database Simulation (AL) $582,965 CO 008 - Monitors for Dispatch $77,953 CO 009 - 46-in Monitors at MOC Dispatch workstations $63,470 CO 010 - Chain link fences; Partitions at TCOSF-Rancho; Double Doors at LAUS Simulator Room $56,320 CO 011 - Procure & install Stancil Voice Recorder at TCOSF Rancho Training & Dispatch Center ($23,148) CO 013 - Stancil MOC Reproducer $15,167 CO 014 - Stancil R-TCOSF Reproducer $16,509 CO 015 - Wabtrax Software License for Year 2012 $10,400 CO 016 - Tri-Modem GPS Antenna $159,737 CO 017 - Boulder Removal at Pasadena Junction; Network Appliances $162,269 CO 018 - Safety Ladders $27,270 CO 019 - Full NTP Release $0 CO 020 - V/I Extension of Staff, Facilities and Commercial Terms $3,084,671 CO 021 - Revised Not-to-Exceed Sales Tax Allowance ($1,800,000) CO 022 - A/C and Cameras in Computer Rm and Lab $10,117 CO 023 - Final Configuration of Rotem Simulator $160,116 CO 024 - Tower Modifications $238,416 CO 025 - 500 NMS Openview Nodes $75,042 CO 026 - 15ft Tilt Down Tower @ IS 191/192 $7,249 CO 027 - Brake Limiting Valves $66,017 CO 028 - Grounding at Select Signal Houses $26,291 CO 029 - PTC Videographer (Outside of PTC Program Budget: $7,700) $0 CO 030 - RSC Platform Analysis $149,000 CO 031 - Procure (100) Cisco AnyConnect Licenses $5,089 CO 032 - OCG Network MIB $82,225 CO 033 - Addition of Objects into Simulator Library $36,000 CO 034 - DIO Cables for Onboard Installations (WACNs Issued) $103,616 CO 035 - Retaining Wall and Vault at Simi Valley Base Station $41,198 CO 036 - Add'l CAD Training, Red Hat Subscription, WabTrax, OmniStar Renewals $167,901 CO 037 - Support at FRA Tinley Park Meeting $2,715 CO 038 - WLAN Change in Requirements/Redesign ($141,356) CO 039 - San Clemente Tower Purchase and Installation $133,967

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Bi-monthly Project Status Report February/March 2013

TOTAL Approved Contract Changes (Impacting Contingency) $3,597,186

Pending Contract Changes CO 040 - San Clemente Shelter $60,000 (ROM) CO TBD - On Board Equipment Labeling $36,000 (ROM) CO TBD - Newhall Lane Closures $13,000 (ROM) CO TBD - MCC License Mgmt Options $20,000 (ROM) CO TBD - Mission Base Station Interconnection $30,000 (ROM) CO TBD - Burbank Ballast $6,000 (ROM) CO TBD - ARINC and Wabtec Programming Enhancements (WACN*s Issued) $900,000 (ROM) CO TBD - CAD 1,000 Hours for Development of Reports $200,000 (ROM) CO TBD - CIS/CAD Lab Support AT&T Voice Software (WACN Issued) $7,000 (ROM) CO TBD - TCOSF Design Review (WACN Issued) $25,000 (ROM) CO TBD - Tunnel Communications Design $950,000 (ROM) CO TBD - Final Adjustments to Wayside COAX Cable Installation -2,000,000 (ROM) TOTAL Pending Contract Changes $247,000 Forecasted Potential Contract Changes Forecasted Potential Changes MEC Daily Operating Cost TBD Lease and Storage of Leased Locomotives TBD Event Recorder Modifications TBD Onboard Radio Faceplates TBD GE Radios TBD Repair of Vehicle Overspray TBD PTC Future System Software Upgrades TBD Purchase of PTC Safety Plan Common Elements TBD V/I contractor time extension TBD Relocate CAD, PTC, CIS, and NMS hardware and software from Rancho to TCOSF TBD TOTAL Forecasted Potential Contract Changes TBD

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Bi-monthly Project Status Report February/March 2013

FUNDING SCRRA’s overall PTC Program funding remains unchanged through the period at $210.9 million. Extensive effort has been put into securing and managing the long list of grants and SCRRA remains one of the only commuter rail agencies in the nation with a fully funded PTC program.

Grants-related efforts during the period include oversight of grant restrictions, participation in audits, reviews and on-going billing and reporting duties. Similar management and oversight is also being performed on the $20.2 million in FRA High Speed Intercity Passenger Rail and Prop 1A SCRRA funding, which is being utilized on the related Communications Backhaul System Improvements for PTC project. Other on-going duties include the review of grant requirements and timing restrictions, as well as the project budget and contingencies to ensure there are no gaps in the funding coverage.

The overall PTC cash flow, including the availability of funds to commit against and availability of funds to invoice against are illustrated on the chart that follows titled PTC Funding over Time. As the chart reflects, current cash flow projections for the PTC program are sufficient to cover both near-term and long-term expenditures.

Los Angeles County Metro’s funding contribution to the project includes $20M in Measure R funds to match the $20M in Prop 1B SLPP funds. Funding details are provided in the table and text below.

Secured and Programmed Funds

SCRRA PTC Amount Expiration Notes Secured Funding 210,934,182 Local (MTA funds) 3,310,587 6/30/2011 $1.2M for mapping, balance for dispatch. Federal formula Funds/Local Match 789,120 NA FTA funds for RCTC, OCTA and SANBAG. State STIP 125,293 9/25/2011 VCTC State funds. ARRA Formula 17,825,530 9/30/2015 $2.5M for engineering, $15.3M for const. Prop 1B TSGP (Safety/Security) (SCRRA) 7,065,024 12/31/13 $982,070 for signal relocation Prop 1B PTMISEA (SCRRA) 199,668 3/31/2012 For signal relocation. OCTA Prop 116 programming approved 12/09 15,215,778 5/30/2013 Allocated 5/19/10 OCTA Prop 116 allocated at 5/10 CTC mtg 17,500,000 5/30/2013 Allocated 5/19/10 FY 09-10 Prop 1B TSGP (VCTC) 709,972 3/31/2013 LONP 7/1/10 Prior Year VCTC Prop 1B TSGP 21,366 3/31/2012 Amendments approved 6/21/10. Prop 1B PTMISEA pending SANBAG MOU 3,309,525 3/31/2013 MOU approved 10/7. OCTA Sec 5307 4,147,427 NA Approved by the OCTA Board 7/12/10 FY 09-10 Prop 1B TSGP (SCRRA) 3,356,923 6/30/12 Prop 1A Intercity to SCRRA 46,550,000 5/31/2014 Program adopted 5/19/10 Prop 1A SCRRA 12,200,000 10/15/2013 Funds allocated 1/2011. FY 10/11 Prop 1B SLPP+ $10M MTA Measure R 20,000,000 10/15/2013 Funds allocated 1/2011 FY 11/12 Prop 1B SLPP+ $10M MTA Measure R 20,000,000 TBD LONP approved 9/23/10 FY 09-10 Prop 1B TSGP (SCRRA from Caltrans DOR) 1,800,000 3/13/2013 Caltrans DOR. LONP granted 7/30/10 FY 09-10 Prop 1B PTMISEA (SCRRA) 4,362,126 2/1/2014 Federal Rail Research and Devel. Funds (SCRRA) 487,000 9/30/11 FY2010 earmark. Approved 9/27/10 FRA Rail Technology Grant 6,605,446 12/31/13 For Shared LA PTC Comm. Infrastructure Prop 1A SCRRA 12,711,063 10/15/13 Allocated August 2011.

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Bi-monthly Project Status Report February/March 2013

FRA High Speed Intercity Pass. Rail via Caltrans 3,331,064 6/30/13 Announced 10/25/10. National Railroad/State 9,855 PTMISEA FY10/11 9,301,415 Total Secured 210,934,182

Communication System Improvements for PTC Amount Expiration Notes Program adopted 5/19. Grant total of Prop 1A SCRRA 10,088,937 10/15/13 $22.8M. Match: $13.5M in FRA HSIPR FRA High Speed Intercity Passenger Rail via Doesn’t include a contribution from 10,088,937 6/30/13 Caltrans OCTA. Portion of $13.5M grant. PTC-related Communications Network Funding 20,177,873

Funding Next Steps SCRRA staff will continue to monitor grant expirations to ensure funding is fully utilized or amendments are sought as needed.

Funding Acronyms

The following acronyms may be found in the tables above.

Acronym – Definition ARRA – American Recovery and Reinvestment Act PTMISEA – Public Transportation Modernization, CTC – California Transportation Commission Improvement and Service Enhancement Account DOR – Division of Rail STIP – State Transportation Improvement Program FRA – Federal Railroad Administration TIP – Transportation Improvement Program FY – Fiscal Year TSGP – Transit Security Grant Program LONP – Letter of No Prejudice MOU – Memorandum of Understanding

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Bi-monthly Project Status Report February/March 2013

250 PTC Funding Over Time Millions

200

150

100

Available to commit

Available to invoice 50 Oracle Actuals

Estimated Expenditures 0 Jan-12 Mar-12 May-12 Jul-12 Sep-12 Nov-12 Jan-13 Mar-13 May-13 Jul-13 Sep-13

Member Agencies Support for this project comes from SCRRA’s member agencies.

Member Agencies Metro – Los Angeles County Metropolitan Transit Authority RCTC – Riverside County Transportation Commission (MTA) SANBAG – San Bernardino Association of Governments OCTA – Orange County Transportation Authority VCTC – Ventura County Transportation Commission

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Bi-monthly Project Status Report February/March 2013

ABREVIATIONS

AALA AMERICAN ASSOCIATION OF LABORATORY ACCREDITATION EIC EMPLOYEE IN CHARGE AAR ASSOCIATION OF AMERICAN RAILROADS EMC(P) ELECTROMAGNETIC COMPATIBILITY (PLAN) ABS AUTOMATIC BLOCK SIGNALS EMF EASTERN MAINTENANCE FACILITY AC (AC) ALTERNATING CURRENT EMI ELECTROMAGNETIC INTERFERENCE ACGIH AMERICAN CONFERENCE OF GOVERNMENTAL INDUSTRIAL HYGIENIST EMP EDGE MESSAGING PROTOCOL ACL ACCESS CONTROL LIST EPA ENVIRONMENTAL PROTECTION AGENCY AES ADVANCED ENCRYPTION STANDARD EPROM ERASABLE PROGRAMMABLE READ ONLY MEMORY AF AUDIO FREQUENCY ESD ELECTROSTATIC DISCHARGES AISI AMERICAN IRON AND STEEL INSTITUTE ESNA ELASTIC STOP NUT CORPORATION OF AMERICA AMQP ADVANCED MESSAGE QUEUING PROTOCOL ESS ENVIRONMENTAL STRESS SCREENING ANSI AMERICAN NATIONAL STANDARDS INSTITUTE ETB ELECTROLYTIC TOUGH PITCH APTA AMERICAN PUBLIC TRANSIT ASSOCIATION ETFA ETHYLENE/TETRAFLUOROETHYLENE COPOLYMER AREMA AMERICAN RAILWAY ENGINEERING AND MAINTENANCE OF WAY ETMS ELECTRONIC TRAIN MANAGEMENT SYSTEM ASSOCIATION FAA FEDERAL AVIATION ADMINISTRATION ASIC APPLICATION SPECIFIC INTEGRATED CIRCUIT FAT FACTORY ACCEPTANCE TESTS ASME AMERICAN SOCIETY OF MECHANICAL ENGINEERS FCC FEDERAL COMMUNICATIONS COMMISSION ASTM AMERICAN SOCIETY FOR TESTING AND MATERIALS FDR FINAL DESIGN REVIEW ATCS ADVANCED TRAIN CONTROL SYSTEM FEC FORWARD ERROR CORRECTION ATIS ADVANCED TRAVELER INFORMATION SYSTEM FMECA FAILURE MODE EFFECTS AND CRITICALITY ANALYSES ATS AUTOMATIC TRAIN STOP FPGA FIELD PROGRAMMABLE GATE ARRAY AWG AMERICAN WIRE GAUGE FRA FEDERAL RAILROAD ADMINISTRATION AWS AMERICAN WELDING SOCIETY FRACAS FAILURE REPORTING AND CORRECTIVE ACTION SYSTEM BER BIT ERROR RATE FTA FEDERAL TRANSIT ADMINISTRATION BNSF BURLINGTON NORTHERN SANTA FE GCOR THE GENERAL CODE OF OPERATING RULES (GOVERNS THE OPERATIONS BOS BACK OFFICE SYSTEM OF SCRRA) BOSMR BOS MESSAGE ROUTER GETS GENERAL ELECTRIC TRANSPORTATION SYSTEMS BS BASE STATION GPS GLOBAL POSITIONING SYSTEM BSS BOEING SPECIFICATION SUPPORT STANDARD GUI GRAPHICAL USER INTERFACE BTE BENCH TEST EQUIPMENT HA-NDGPS HIGH ACCURACY NATIONAL DIFFERENTIAL GLOBAL POSITIONING SYS. CAC CALIFORNIA ADMINISTRATIVE CODE HAZ HEAT AFFECTED ZONE CAD COMPUTER AIDED DISPATCHING HCFC HYDROCHLOROFLUOROCARBON CADD COMPUTER-AIDED DRAFTING AND DESIGN HMAC HASH MESSAGE AUTHENTICATION CODE CASE COMPUTER AIDED SOFTWARE ENGINEERING HMI HUMAN MACHINE INTERFACE CCP CONFIGURATION CONTROL PLAN H-R HYUNDAI-ROTEM CCTV CLOSED CIRCUIT TELEVISION I-SPI™ INTELLIGENT SERIAL PREEMPTION INTERCONNECTION CDR CRITICAL DESIGN REVIEW IC INTEGRATED CIRCUITS CDRL CONTRACT DOCUMENTS REQUIREMENTS LIST ICD INTERFACE CONTROL DOCUMENTS CDU CAB DISPLAY UNIT ICEA INSULATED CABLE ENGINEERS ASSOCIATION CFC CHLOROFLUOROCARBON ICS INDEPENDENTLY CONTROLLED SWITCHES CFR THE UNITED STATES CODE OF FEDERAL REGULATIONS IEEE INSTITUTE OF ELECTRICAL AND ELECTRONICS ENGINEERS CIR CIRCUIT IEOC INLAND EMPIRE-ORANGE COUNTY CMF CENTRAL MAINTENANCE FACILITY IFC ISSUE FOR CONSTRUCTION CMM CAPABILITY MATURITY MODEL IFI INDUSTRIAL FASTENERS INSTITUTE CMMI CAPABILITY MATURITY MODEL INTEGRATION IPC INSTITUTE OF PRINTED CIRCUITS CNC COMMUNICATIONS NETWORK COMPONENT ISO INTERNATIONAL ORGANIZATION FOR STANDARDIZATION CONOPS CONCEPT OF OPERATIONS ITC INTEROPERABLE TRAIN CONTROL COMMITTEE COP COMMON OPERATING PICTURE ITS INTELLIGENT TRANSPORTATION SYSTEMS COTS COMMERCIAL OFF THE SHELF KHZ KILOHERTZ CP CONTROL POINT KV KILOVOLT CPLD COMPLEX PROGRAMMABLE LOGIC DEVICE KVAC KILOVOLT AMPERE CYCLES CPM CRITICAL PATH METHOD KVM KEYBOARD – VIDEO – MOUSE CPUC CALIFORNIA PUBLIC UTILITIES COMMISSION JPA JOINT POWERS AUTHORITY CRC CYCLIC REDUNDANCY CHECK LACMTA LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY CSMA/CA CARRIER SENSE MULTIPLE ACCESS/COLLISION AVOIDANCE LBF POUNDS FORCE CSX CSX CORPORATION LAHT LOW ALLOY HIGH TENSILE CTC CENTRALIZED TRAFFIC CONTROL LAN LOCAL AREA NETWORK DB DECIBEL LAUS LOS ANGELES UNION STATION DBM DECIBEL REFERENCED TO A MILLIWATT LLRU LOWEST LEVEL REMOVAL UNIT DBUV DECIBEL REFERENCED TO A MICRO-VOLT LRU LOWEST REMOVAL UNIT DC DIRECT CURRENT LVPS LOW VOLTAGE POWER SUPPLY DOT DEPARTMENT OF TRANSPORTATION LVS LOW VOLTAGE SYSTEM DS SPECIFIC OPTICAL DENSITY MHZ MEGAHERTZ DS0 DIGITAL SIGNAL 0 (64KBPS) MIB MANAGEMENT INFORMATION BASE EDI ELECTRONIC DATA INTERCHANGE MIL MILITARY SPECIFICATION EEPROM ELECTRICAL ERASABLE PROGRAMMABLE READ ONLY MEMORY MMC MICROSOFT MANAGEMENT CONSOLE

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Bi-monthly Project Status Report February/March 2013

MOC METROLINK OPERATIONS CENTER SCE SOFTWARE CAPABILITY EVALUATION MOW MAINTENANCE OF WAY SCI SOFTWARE CONFIGURATION ITEM MPH MILES PER HOUR SCMP SOFTWARE CONFIGURATION MANAGEMENT PLAN MPLS MULTIPROTOCOL LABEL SWITCHING SCRRA SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY MTBF MEAN TIME BETWEEN FAILURES SDD SOFTWARE DESIGN DESCRIPTION MTEA MAIN TRACK EXCLUSION ADDENDUM SEI SOFTWARE ENGINEERING INSTITUTE MTTHE MEAN TIME TO HAZARDOUS EVENT SFD SYSTEM FUNCTIONAL DESCRIPTIONS MTTR MEAN TIME TO REPAIR SI SYSTEM INTEGRATOR NBS NATIONAL BUREAU OF STANDARDS (NOW NIST) SIP SYSTEM IMPLEMENTATION PLAN NCTD NORTH COUNTY TRANSIT DISTRICT SMCP SOFTWARE MANAGEMENT CONTROL PLAN NDGPS NATIONAL DIFFERENTIAL GLOBAL POSITIONING SYSTEM SNMP SIMPLE NETWORK MANAGEMENT PROTOCOL NEC NATIONAL ELECTRICAL CODE SONET SYNCHRONOUS OPTICAL NETWORK NEMA NATIONAL ELECTRICAL MANUFACTURERS ASSOCIATION SPI SERIAL PERIPHERAL INTERFACE NFPA NATIONAL FIRE PROTECTION ASSOCIATION SPMP SOFTWARE PROJECT MANAGEMENT PLAN NIST NATIONAL INSTITUTE OF STANDARDS AND TECHNOLOGY SPR SYSTEM PROBLEM REPORTS NMS NETWORK MANAGEMENT SYSTEM SQAP SOFTWARE QUALITY ASSURANCE PLAN NP-CSMA NON PERSISTENT CARRIER SENSE MULTIPLE ACCESS SQL STANDARD QUERY LOGIC NPI NOTICE OF PRODUCT INTENT SRS SOFTWARE REQUIREMENTS SPECIFICATION NS NORFOLK SOUTHERN SRTM SOFTWARE REQUIREMENTS TRACEABILITY MATRIX NTP NOTICE TO PROCEED SSFD SOFTWARE SYSTEM FUNCTIONAL DESCRIPTION O&M OPERATING AND MAINTENANCE SSPC SOCIETY OF PROTECTIVE COATINGS SPECIFICATION OBC ON-BOARD COMPUTERS STP SOFTWARE TEST PLAN OCC OPERATIONS CONTROL CENTER STPR SOFTWARE TEST PROCEDURE OCG OFFICE COMMUNICATIONS GATEWAY STR SOFTWARE TEST REPORT OCTA ORANGE COUNTY TRANSPORTATION AUTHORITY SUM SOFTWARE USERS MANUALS ODBC OPEN DATABASE CONNECTIVITY SVD SOFTWARE VERSION DESCRIPTION OEM ORIGINAL EQUIPMENT MANUFACTURERS SVP SHOCK AND VIBRATION PLAN OFE OXYGEN FREE ELECTRONIC SVTP SOFTWARE VALIDATION TEST PROCEDURES OSHA OCCUPATIONAL SAFETY AND HEALTH ADMINISTRATION SVTR SOFTWARE VALIDATION TEST REPORT OTAP OVER THE AIR PROGRAMMING SVVP SOFTWARE VERIFICATION AND VALIDATION PLAN PA PUBLIC ADDRESS SVVR SOFTWARE VERIFICATION AND VALIDATION REPORT PADS PREDICTIVE ARRIVAL AND DEPARTURE SYSTEM (T) MATERIAL THICKNESS PC PRINTED CIRCUITS TCOSF TRAIN CONTROL AND OPERATIONS SUPPORT FACILITY PCBS POLYCHLORINATED BIPHENYLS (NEW REDUNDANT OPERATIONS CENTER) PDR PRELIMINARY DESIGN REVIEW TCP/IP TRANSMISSION CONTROL PROTOCOL/INTERNET PROTOCOL PIV PEAK INVERSE VOLTAGE TDMA TIME DIVISION MULTIPLE ACCESS PIH POISON INHALATION HAZARD TIH TOXIC INHALATION HAZARD PIU PORTABLE INTERFACE UNIT TMC TRAIN MONITORING & CONTROL FUNCTIONS PLD PROGRAMMABLE LOGIC DEVICE TOL TRACK OCCUPANCY LIGHT PM PROJECT MANAGER TVM TICKET VENDING MACHINE PPM PARTS PER MILLION TWC TRACK WARRANT CONTROL PQR PROCEDURE QUALIFICATION RECORDS TX TRANSMITTER PROM PROGRAMMABLE READ ONLY MEMORY UHF ULTRA HIGH FREQUENCY PTC POSITIVE TRAIN CONTROL UPRR UNION PACIFIC RAILROAD PTCDP PTC DEVELOPMENT PLAN USDOT UNITED STATES DEPARTMENT OF TRANSPORTATION PTCIP PTC IMPLEMENTATION PLAN V VOLTS PTCSP PTC SAFETY PLAN VCTC VENTURA COUNTY TRANSPORTATION COMMISSION PTFE POLYTETRAFLUOROETHYLENE VDC VOLTS DIRECT CURRENT PTU PORTABLE TEST UNIT VECP VALUE ENGINEERING CHANGE PROPOSALS PVC POLYVINYL CHLORIDE VHF VERY HIGH FREQUENCY QA QUALITY ASSURANCE VHLC VITAL HARMON LOGIC CONTROLLER QOS QUALITY OF SOFTWARE V/I VENDOR/INTEGRATOR RAM RANDOM ACCESS MEMORY VMS VARIABLE MESSAGE SIGN RAT REMOTE AUTHORITY TERMINAL VOC VOLATILE ORGANIC COMPOUND R-C RESISTIVE-CAPACITIVE VPN VIRTUAL PRIVATE NETWORK RCTC RIVERSIDE COUNTY TRANSPORTATION COMMISSION VSS VITAL SAFETY SERVER RDBMS RELATIONAL DATABASE MANAGEMENT SYSTEM VTMS VITAL TRAIN MANAGEMENT SYSTEM RF RADIO FREQUENCY W WATT RMS ROOT-MEAN-SQUARE WAAS WIDE AREA AUGMENTATION SYSTEM ROW RIGHT OF WAY WBS WORK BREAKDOWN STRUCTURE RSIA RAIL SAFETY IMPROVEMENT ACT WHMA WIRE HARNESS MANUFACTURING ASSOCIATION RTM REQUIREMENTS TRACEABILITY MATRIX WIU WAYSIDE INTERFACE UNITS RTU REMOTE TERMINAL UNITS WLAN WIRELESS LOCAL AREA NETWORK RX RECEIVE WMDS WAYSIDE MONITORING AND DIAGNOSTIC SYSTEM SAE SOCIETY OF AUTOMOTIVE ENGINEERS WP WORK PLAN SANBAG SAN BERNARDINO ASSOCIATION OF GOVERNMENTS WPA WI-FI PROTECTED ACCESS SCADA SUPERVISORY CONTROL AND DATA ACQUISITION WPS WELDING PROCEDURE SPECIFICATIONS SCAMPI STANDARD CMMI APPRAISAL METHOD FOR PROCESS IMPROVEMENT WSSWP WEEKLY SITE SPECIFIC WORK PLAN 2 58

SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY

TRANSMITTAL DATE: April 5, 2013

MEETING DATE: April 12, 2013 ITEM 10

TO: Board of Directors

FROM: Chief Executive Officer

SUBJECT: AB1234 Meetings Attended by Members of the Board of Directors

Issue

A report on meetings attended by members of the Board of Directors is provided in compliance with the Authority’s policies and "AB 1234" (Government Code Section 53232 et seq).

Recommendation

The Board may receive and file this report.

Background

The Authority amended its policies to be consistent with the requirements of state law effective in 2005 and known as "Assembly Bill 1234". Among the changes on expense reports was a requirement that members of a legislative body “provide brief reports on meetings attended at the expense of the local agency at the next regular meeting of the legislative body.” For purposes of this report, attendance at regular or special meetings of the Board and its committees for which per diem compensation is provided are not included within this requirement.

Members of the Board of Directors have requested that reports be filed with the Board relating to meetings or activities that they have attended on behalf of the Authority in the performance of official duties during the previous month for which they have claimed reimbursable expenses. Staff provides the Board with the following reports pursuant to these requests.

. On Tuesday, February 5, 2013, Chair Morris and Director Katz travelled to Sacramento with Michael DePallo, Patricia Torres Bruno and Jennifer Cohen. A series of meetings were scheduled with key state agency, elected officials and administration officials in the State including Assembly Speaker John Perez; Assembly Transportation Committee Chair, Bonnie Lowenthal; Business, Transportation and Housing acting-Secretary Brian Kelly; California Air Resources Board Chair, Mary Nichols, and California Emergency Management Agency

One Gateway Plaza, 12th Floor Los Angeles, CA 90012 59 AB1234 Meetings Attended by Members of the Board of Directors Transmittal Date: March 15, 2013 Meeting Date: March 22, 2013 Page 2

(CalEMA) Secretary, Mark Ghilarducci. In addition to introducing the Authority’s new Board Chair and Chief Executive Officer, updates on the status of PTC implementation, Tier 4 locomotive procurement and the need of the reauthorization of the Carl Moyer program, the importance of safety and security to the Authority and the important link between Metrolink’s services and the goals of California's air quality legislation including cap and trade were discussed with state officials.

. On Monday, February 25, 2013 through Wednesday, February 27, 2013, Chair Morris and Director Katz travelled to Washington DC with Michael DePallo and Patricia Torres Bruno. The Metrolink officials met with key members of the Southern California delegation including Senator Dianne Feinstein, Senator Barbara Boxer, House Transportation & Infrastructure Committee Chairman Bill Shuster, Representative Janice Hahn, Representative Gary Miller, Representative Jeff Denham, Chair of the House Subcommittee on Rail and Ranking Member of that Committee, and Representative Corrine Brown. They also met with Federal Railroad Administration (FRA) Administrator Joe Szabo and Deputy Administrator Karen Hedlund to obtain support from the FRA for Positive Train Control (PTC). Staff also testified at the National Transportation Safety Board (NTSB) hearing on PTC to provide a status of Metroink’s efforts on the project.

Budget Impact

Funds for eligible expense reimbursement are provided in the FY2012-13 budget.

Prepared by: Kari Brozowski, Board Secretary Patricia Torres Bruno, Government and Regulatory Affairs Manager

MICHAEL P. DePALLO Chief Executive Officer

60

SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY MINUTES OF THE SCRRA BOARD OF DIRECTORS REGULAR MEETING March 8, 2013 ITEM 15(a) BOARD MEMBERS/ALTERNATES IN ATTENDANCE: Votes SANBAG: PATRICK MORRIS 1 (2 votes) PAUL EATON 1 Larry McCallon Alan Wapner

OCTA: MICHAEL HENNESSEY 1 (2 votes) SHAWN NELSON 1 Carolyn Cavecche

RCTC: DARYL BUSCH1 1 (2 votes) KAREN SPIEGEL 1 Andrew Kotyuk1 Adam Rush1

VCTC: KEITH MILLHOUSE 1 (1 vote) Brian Humphrey

METRO: MICHAEL ANTONOVICH2 1 (4 votes) RICHARD KATZ 1 DON KNABE3 1 MARK RIDLEY-THOMAS4 1 Bob Bartlett Jaime de la Vega Beatrice Proo Tom Lackey

EX-OFFICIO MEMBERS

State of California Michael Miles5 SCAG --

STAFF:

1 Directors Busch, Kotyuk, Rush and Katz left during the discussion of Item No. 5. 2 Director Antonovich arrived during the discussion of Item No. 7 and left during the discussion of Item No. 6. His alternate, Director Bartlett assumed the vote on Items No. 3, 9 and 10 in his absence. 3 Director Knabe left during the discussion of Item No. 11. His alternate, Director Proo assumed the vote on items 5, 6, 9 and 10. 4Director Ridley‐Thomas arrived during the discussion of Item No. 4 left prior to the discussion of Item No. 11. His alternate, Director Lackey assumed the vote on Items No. 3, 6, 9 and 10. 5 Ex‐Officio Member, Michael Miles left during the discussion of Item No. 6. One Gateway Plaza, 12th Floor, Los Angeles, CA 90012 61 SCRRA Board of Directors Meeting Minutes – March 8, 2013 Transmittal Date: April 5, 2013 Page 2

MICHAEL P. DePALLO, Chief Executive Officer GRAY CRARY, Chief Strategic Officer OLGA YERO, Chief of Staff PATRICIA BRUNO, Government and Regulatory Affairs Manager DON O. DEL RIO, General Counsel GEOFFREY FORGIONE, Associate General Counsel KARI BROZOWSKI, Board Secretary

Meeting minutes are prepared in a format that corresponds with the Board Meeting Agenda, which is incorporated by reference with these minutes. SCRRA Board Agendas are available online at www.metrolinktrains.com under the Board Agenda link or from the Board Secretary at (213) 452-0255.

1. Call to Order

The March 8, 2013 SCRRA Board of Directors Meeting was called to order by Chair Morris who presided over the meeting at 10:03 a.m. at the Metro Board Room, One Gateway Plaza, 3rd Floor, Los Angeles, CA 90012.

2. Pledge of Allegiance

Director Humphrey led the group in the Pledge of Allegiance.

Chair Morris next recognized Lauren Whetsel, Metrolink’s call center Alta Resources employee who represented Metrolink at the 2013 American Public Transportation Associations (APTA) conference and won the “Call Center Challenge”. He presented Lauren Whetsel with a framed article of her accomplishment. Lauren Whetsel thanked the Board for this honor.

REGULAR CALENDAR

16. Public Comment

Jose Rodriguez, thanked Director Katz for his service as Past Chair. He expressed concern about the Los Angeles County Metropolitan Transportation Authority (Metro) subway system and delays when the Red and Purple lines change tracks which can cause delays when passengers transfer to the Metrolink lines. He also requested the Authority to consider adding another summer train that would depart Oceanside at 7:00 p.m., to allow riders to spend more time at the beach. He also suggested that Metrolink consider publishing their newsletters in additional languages.

Chair Morris next read a public comment submitted by Michele Krug, San Diego resident requested the Authority work with North County Transit District (NCTD) in an effort to improve connectivity at the Oceanside station so people in San Diego could ride Metrolink to Los Angeles on weekday mornings. Currently, she noted the schedules do not line up.

62 SCRRA Board of Directors Meeting Minutes – March 8, 2013 Transmittal Date: April 5, 2013 Page 3

Director Millhouse requested that this comment also be forwarded to NCTD for their information.

3. Approval of Consent Calendar

ACTION: Upon a motion by Director Katz and seconded by Director Millhouse, the Board unanimously approved Consent Calendar Items 18-29. [Consent calendar items are contained on pages 9-11 of these minutes.]

4. Fare Inspection Survey

Sherry Kelly, Field Services Manager provided a presentation on the Fare Inspection Survey currently in process and she noted the purpose of this project was to determine the system wide evasion rate in order to have a better understanding of the total revenue loss to the Authority as a result of fare evasions.

The Board engaged in a discussion surrounding the Access pass riders and their personal care attendant (PCA) who is allowed to ride for free. Staff mentioned that they are in the process of re-evaluating that allowance and would return to the Board at a later date with more information and suggested action.

Director Humphrey remarked on the media buzz on this 100% fare inspection and noted that people were even tweeting about it.

Vice-Chair Hennessey wondered what the margin of error was during this survey. Sherry Kelley responded that the margin was very low as their efforts were to have the train properly staffed with a system to ensure that every rider was checked for proof of fare. Henning Eichler, Manager, Research and Marketing also stated that past historical data showed that a margin of error to be +/- 3%.

Chair Morris called on members of the public who had requested to speak on this item.

Jose Rodriguez, remarked that he was happy to see a fare survey was being conducted. He suggested the Authority consider also a lock gate system in an effort to eliminate fare evasion.

A copy of the presentation is available upon request from the Board Secretary.

ACTION: The Board received and filed this report.

Chair Morris next announced that the agenda would be taken out of order.

7. Fiscal Year 2011-12 Single Audit (Compliance Report) – Draft

Jeffrey Altschuler, Audit Partner and Kristin Almendarez, Audit Manager with McGladrey LLC presented the Board with the draft Single Audit (Compliance Report) related to the Authority’s audit of the financial statements and compliance for Fiscal Year ended June 30, 2012. Kristin Almendarez reviewed the two material weaknesses 63 SCRRA Board of Directors Meeting Minutes – March 8, 2013 Transmittal Date: April 5, 2013 Page 4

and one significant deficiency along with a few internal control deficiencies found during their audit.

Vice-Chair Hennessey requested that when board reports are revised following Committee presentation any and all changes be highlighted so the Board members will easily be able to see the changes.

The Board was involved in a discussion on past practices of capital projects in which the Authority would front costs and was not reimbursed by the member agencies until the project was billed which resulted in cash flow issues. It was discussed that perhaps a change in policy would be necessary in an effort to resolve some of the recent financial issues.

Vice-Chair Hennessey expressed serious concern with regards to the recent financial situation and questioned how the Board was to move forward to ensure that accurate financial information is reported especially when voting on costly projects. Director Katz stated that as the past chair of the Board he bore responsibility and in an effort to correct some of the past financial concerns formed the Finance Ad Hoc committee. He further noted that with regards to the recent Board action to move forward with the purchase of Tier 4 locomotives that a large amount of funding was available from the South Coast Air Quality Management District (AQMD) for a limited time.

Director Cavecche reminded the Board that the financial information and findings being addressed with this item was for Fiscal Year ending June 30, 2012 and did not impact recent financial developments.

The Board continued with the discussion on recent financial concerns but was happy to know that the audit findings did not see any evidence of fraud and felt confident that these deficiencies were fixable.

Director Cavecche stressed the need for staff to ensure timely reports are presented to the Board so that when important decisions need to made the Board can confidently do so.

ACTION: The Board received and filed the Single Audit (Compliance report).

8. Metrolink Finances Progress Report to the Board of Directors and the Finance Ad Hoc Committee

Michael DePallo, Chief Executive Officer provided a presentation to the Board and Finance Ad Hoc Committee members as a requested follow-up to the report presented by the Finance Ad Hoc on February 8, 2013.

He reviewed recent organizational changes made in the finance department including two new areas that were established: Audits and FIS reconciliation. He also announced the formation of the Member Agency Advisory Committee (MAAC) and the role of this committee. The MAAC is comprised of the Chief Financial Officers or

64 SCRRA Board of Directors Meeting Minutes – March 8, 2013 Transmittal Date: April 5, 2013 Page 5

financial representative from each of the five member agencies and after holding their first meeting several action items were requested from staff.

Pat Kataura, Interim Chief Finance Officer next reviewed the dashboard of financial performance and progress made over the past two weeks.

The Board engaged in a lengthy discussion relating to the dashboard and although concerned with the previous lack of action were pleased to note the progress made with such a short timeframe.

Director Cavecche inquired when the Authority would know the full amount of monies owed. Pat Kataura replied that the goal was that by the end of April to know exactly what was remaining to bill.

Pat Kataura remarked that the past financial focus was shifted away from billings but staff was addressing and correcting the attention to ensure billings were a key priority and kept up to date moving forward. Director Cavecche requested that once the billings were known for the member agencies to communicate that information to them so payments could be made.

There was discussion relating to cash flow and restricted cash and Pat Kataura stated that in the upcoming months both unrestricted and restricted cash will be identified and reported on. Vice-Chair Hennessey stressed the point that the Board need to be aware of funds available when making important decisions and that this information must be provided. Director Cavecche requested staff to add another dashboard graph that showed both restricted and unrestricted cash along with an educational information for the Board to understand what is included in the restricted funds.

Director Kotyuk requested staff to show a 12 month cash flow projection. He also inquired if an audit on internal controls was conducted to ensure appropriate controls were in place and if not, to implement new controls and confirm these processes are carried out.

A copy of the presentation is available upon request from the Board Secretary.

ACTION: The Board received and filed this report.

11. Adoption of Safety Peer Review Panel – 4 Year Update

Linda Bohlinger and Pete Cannito delivered a presentation based on their report on its assessment of the Authority’s progress on the Safety Peer Review Panel’s recommended enhanced safety action plan as detailed in the staff report and attachments.

When discussing Issue No. 8 Governance, Vice-Chair Hennessey inquired as to how the Board members would identify their performance metrics and if there were tools available. Linda Bohlinger remarked that in her opinion it would begin with having a strategic plan that would provide a clear vision for the regional system and would 65 SCRRA Board of Directors Meeting Minutes – March 8, 2013 Transmittal Date: April 5, 2013 Page 6

include member agencies needs for mobility to incorporate into a single goal the Board could support. Pete Cannito also commented that the Board members would determine the metrics.

Director Millhouse stressed the importance of this issue and the need for there to be deliverables that should include a training and education mechanism and was agreed upon by Vice-Chair Hennessey. Chair Morris added that he also felt a strategic plan was critical to this railroad.

A copy of the presentation is available upon request from the Board Secretary.

Upon a motion by Director Eaton and seconded by Director Katz the Board unanimously approved the motion.

ACTION: The Board adopted the Safety Peer Review Panel – 4 year update and recommendations.

5. TAP Program Update

Robert Turnauckas, Chief Administrative Officer, discussed information as detailed in the staff report and delivered a presentation to provide a monthly update to the Board on recent developments regarding the TAP program.

The Board engaged in an extensive discussion on whether or not to continue with the TAP program due to additional ticket stock costs. It was discussed to consider a plastic card as a more permanent ticket; however, Robert Turnauckas noted staff looked at that option but found that costs to manipulate the ticket vending machines (TVMs) for plastic stock would be astronomical. It was stated that the costs of current ticket stock was three to four cents per card and would increase to approximately forty- seven cents for a TAP-compatible ticket. The topic of transfer costs was next discussed. Director Cavecche noted that the Authority has partnered with over fifty agencies to provide transfers to their riders and in an effort to provide regional travel sometimes involves sacrifice. The members agreed that having a seamless system is great but were concerned with the additional costs involved as a result of Metro latching their gates.

Chair Morris mentioned that with the use of the TAP-compatible ticket it would allow the Authority to know exactly how many people transfer onto the Metro system.

Vice-Chair Hennessey expressed his frustration and was unconvinced that this program was worth the cost.

Director Rush inquired if staff was aware of any grants available to assist in the purchase of these tickets. Robert Turnauckas noted that staff has been given some grant funds from Metro to use for this project.

Chair Morris acknowledged that staff has worked on this project for a significant amount of time and wondered if an agreement could be made with Metro to share the 66 SCRRA Board of Directors Meeting Minutes – March 8, 2013 Transmittal Date: April 5, 2013 Page 7

ongoing costs of the program. Robert Turnauckas stated that he would need to discuss with Metro if they would consider this request and added that in addition to Metro providing grant funds they have also shared the costs for the marketing campaign and joint press release.

Director Nelson made a motion for the Board to not proceed with the TAP program and Director Antonovich seconded the motion. The Board Secretary called roll for this vote. Aye votes were counted for Vice-Chair Hennessey and Director Nelson. No votes were counted for Chair Morris and Directors Eaton, Spiegel, Millhouse, Antonovich, de la Vega, Proo and Lackey. The Board voted 2-9 and the motion was denied.

Following the vote, Director Millhouse motioned that staff purchase a four month supply of ticket stock and perform a customer survey to evaluate the needs of the riders. Director Spiegel seconded the motion. The Board continued their discussion of a reduced purchase of tickets, decided to eliminate the customer survey and agreed to the revised motion by Director Humphrey to purchase a six month supply of ticket stock. This motion was seconded by Director Spiegel. Again, the Board Secretary called role for this motion. Aye votes were counted for Chair Morris, Vice-Chair Hennessey, Directors Eaton, Spiegel, Humphrey, Antonovich, de la Vega, Proo and Lackey. No vote was counted for Director Nelson. The Board voted 10-1 and the motion passed.

A copy of the presentation is available upon request from the Board Secretary.

ACTION: The Board approved as amended and authorized the Chief Executive Officer to commence with the production of the TAP-compatible tickets for four types of fare media (One-way/round trip, weekend, 7-day and Monthly) that will be dispensed in Metrolink’s current Ticket Vending Machines (TVMs) for a six month period. This recommendation will allow Metrolink to continue honoring the transfer agreement with Metro and ensure that riders can transfer seamlessly from Metrolink trains and through Metro’s latched station gates.

6. Contract No. MS190-03 – Ticket Vending Machine and Central Maintenance System (CMS) Maintenance – Amend Contract Scope and Increase Contract Funding Authorization – ACS Transport Solutions, Inc.

Bryan Payne, Assistant Director, provided a brief background on this item as detailed in the staff report and requested approval of staff’s recommendation.

Upon a motion by Director Nelson and seconded by Director Bartlett the Board unanimously approved the motion to be consistent with Board action of Item No. 5.

ACTION: The Board approved and authorized the Chief Executive Officer to amend Contract No. MS190-03 with ACS Transport Solutions, Inc. (ACS) to:

1) Amend the contract scope to include the purchase of TAP-compatible ticket stock and additional maintenance for TVM system.

67 SCRRA Board of Directors Meeting Minutes – March 8, 2013 Transmittal Date: April 5, 2013 Page 8

2) Increase the contract funding authorization by $810,000 for a new total not-to- exceed amount of $27,914,993.

9. Contract No. QM141-13 – System Performance and Compliance Analysis – Recommendation for Award – CH2M Hill Engineers, Inc.

Bryan Payne, Assistant Director, Contracts, provided a brief background on this item as detailed in the staff report and requested approval of staff’s recommendation.

Upon a motion by Director Nelson and seconded by Director Eaton the Board unanimously approved the motion.

ACTION: The Board authorized the Chief Executive Officer to award Contract No. QM141-13 for system performance and compliance analysis to the most technically qualified firm, CH2M Hill Engineers, Inc. in the amount of $375,000 for the base term of three years with one two-year option. This award is not subject to protest.

10. Contract No. C3117-12 – Maintenance Support Facility (MSF) Renovation – Increase in Contract Funding Authorization – MS Construction Management Group

Lia McNeil-Kakaris, Assistant Director, Contracts and Procurement, provided a brief background on this item as detailed in the staff report and requested approval of staff’s recommendation.

Upon a motion by Director Nelson and seconded by Director Proo the Board unanimously approved the motion.

ACTION: The Board approved and authorized the Chief Executive Officer to amend Contract No. C3117-12, Maintenance Support Facility (MSF) Renovation with MS Construction Management Group (MSCMG) to:

1) Extend the contract completion date by 2 months from March 28, 2013 to May 31, 2013 and;

2) Increase contract funding authorization in an amount of $230,000 for potential construction changes for a new contract authorization amount of $2,177,500. This amount, combined with previous change orders, exceeded the authorized fifteen percent (15%) contract contingency amount of $254,000.

12. Amtrak Compliance Oversight

Chair Morris requested this item be deferred to the April 12, 2013 Board meeting.

13. Chief Executive Officer’s Report

. Agency Update  Operations/Equipment – Reported that February 2013 on-time performance (OTP) averaged 95.74% and total OTP which included

68 SCRRA Board of Directors Meeting Minutes – March 8, 2013 Transmittal Date: April 5, 2013 Page 9

weekend service averaged 96.06%. He noted that there were 28 mechanical delays; 15 Burlington Northern Santa Fe Railroad (BNSF) track delays; trespasser strike that resulted in 13 train delays; crossing malfunctions resulting in 12 delays; and passenger required assistance that resulted in 12 delays.

 Fuel Update – Purchased fuel as of February 28, 2013 was 6.6 million gallons at an average price of $3.63/gallon. This pricing along with fuel conservation has resulted in a year to date favorable or below budget amount of approximately $1,061,004. He also reported that staff has locked in 2.5 million gallons (70%) of projected demand for July – December 2013 at $3.4958/gallon resulting in a savings of $640,634.

14. Chair’s Comments

There were no additional comments made by the Chair at this time.

15. Board Members' Comments

There were no additional comments made by the Board at this time.

CLOSED SESSION

The Board then convened to Closed Session at 1:49 p.m. to discuss Item No. 17 a. and b. and reconvened in Open Session at 2:02 p.m., at which time Counsel indicated there were no reportable actions from Closed Session.

17. Closed Session

a. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION – Pursuant to Subdivision (a) of Government Code Section 54956.9 – Lydon v. Southern California Regional Rail Authority et al. (Civil Case No. BC461198)

b. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION – Pursuant to Subdivision (b) of Government Code Section 54956.9 – Christie Rudder v. Los Angeles County Metropolitan Transportation Authority; Southern California Regional Rail Authority; Catellus Development Corporation, Inc. (Case No. CV12- 0840 JFW (RNBx))

CONSENT CALENDAR (As referenced in Item 3)

18. Approval of Minutes – February 8, 2013 Board of Directors Meeting

ACTION: The Board approved the Minutes of the February 8, 2013 Board of Directors Meeting.

69 SCRRA Board of Directors Meeting Minutes – March 8, 2013 Transmittal Date: April 5, 2013 Page 10

19. Contract No. SP362-13 – Train Wrap Services – Recommendation to Award – Dean Hesketh Company, Inc.

ACTION: The Board approved and authorized the Chief Executive Officer to award Contract No. SP363-13 to Dean Hesketh Company, Inc. to perform as-needed train wrap services. The contract term will be for a base period of two years with three one- year options. The total not-to-exceed contract amount is $200,000 for the base term. Under this contract, Dean Hesketh, Inc. will be authorized to work through the Contract Task Order (CTO) process. Dean Hesketh, Inc. understands and acknowledges that this contract award does not entitle it to any guarantee of a certain level or amount of work from SCRRA now or in the future.

20. Approval of Evaluation Criteria – Request for Proposal No. SP379-13 – Passenger Information Material Design Services

ACTION: The Board approved the proposed evaluation criteria detailed in Attachment 1 of the staff report, specifying a weighting of eighty percent (80%) for technical qualifications and twenty percent (20%) for cost, to retain one or more firms to provide passenger information material design services. The proposed criteria are consistent with the Board adopted policy CON-7, Technical and Cost Criteria Weights.

21. Contract No. SP353-12 – Marketing and Communications Support Services – Increase to Bench Contract Authority – Creative Productions, Sensis, and Vaughn Wedeen Kuhn (VWK)

ACTION: The Board approved and authorized the Chief Executive Officer to execute documents as needed to increase the annual contract authority by $1,000,000 not to exceed $2,800,000 annually.

22. Metrolink Branding Assessment

ACTION: The Board received and filed this report.

23. Metrolink Fare Policy Restatement

ACTION: The Board received and filed this report.

24. Approval of Evaluation Criteria – Request for Proposal No. EN108-13 – On-Call Emergency Response for Fuel, Biohazard Clean-up and Environmental Compliance Services

ACTION: The Board approved the proposed evaluation criteria, detailed in Attachment 1 of the staff report, specifying a weighting of one hundred percent (100%) technical qualifications to retain a qualified bench of firm to provide on call emergency response for fuel, biohazard clean-up and environmental compliance services.

70 SCRRA Board of Directors Meeting Minutes – March 8, 2013 Transmittal Date: April 5, 2013 Page 11

25. Purchase Order No. PO533-13 – Maintenance-of-Way Vehicles – Recommendation to Award – Livermore Ford

ACTION: The Board authorized the Chief Executive Officer to award Purchase Order No. PO533-13 for the not-to-exceed amount of $106,586.00 to Livermore Ford under California Statewide Commodity Contracts (SCC) No. 1-13-23-20D for the procurement of five (5) Ford F-150s.

26. Multiple Contracts for Material Parts and Components – Request to Increase Contract Authority

ACTION: The Board approved and authorized the Chief Executive Officer to increase contract authority on existing blanket purchase orders (BPOs) listed in Attachment 1 of the staff report with various vendors. Actual funding commitments for these materials are handled through releases and encumbered on as-needed basis at the time the individual release is approved and issued.

27. System Safety Update

ACTION: The Board received and filed this report.

28. On-Time Performance – January 2013

ACTION: The Board received and filed this report.

29. Electronic Train Management System (ETMS) Crew Initiation Procedure

ACTION: The Board received and filed this report.

30. ADJOURNMENT

Chair Morris adjourned the meeting in the memory of California Transportation Commission (CTC) Executive Director, Bimla Rhinehart who passed away Tuesday, March 5, 2013. Bimla Rhinehart was a dear friend to the Authority and would be missed by all who knew her. The Chair then asked for a moment of silence.

There being no further business for consideration by the Board, the meeting was adjourned at 2:03 p.m.

Respectfully Submitted,

Kari Brozowski Board Secretary

71

SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY MINUTES OF THE SCRRA BOARD OF DIRECTORS SPECIAL MEETING March 22, 2013 ITEM 15(b)

BOARD MEMBERS/ALTERNATES IN ATTENDANCE:

Votes SANBAG: PATRICK MORRIS 1 (2 votes) PAUL EATON 1 Larry McCallon Alan Wapner

OCTA: SHAWN NELSON 1 (2 votes) Carolyn Cavecche 1

RCTC: DARYL BUSCH 1 (2 votes) KAREN SPIEGEL 1 Andrew Kotyuk Adam Rush

VCTC: KEITH MILLHOUSE 1 (1 vote)

METRO: MICHAEL ANTONOVICH 1.3 (4 votes) DON KNABE 1.3 MARK RIDLEY-THOMAS1 1.3 Bob Bartlett Beatrice Proo Tom Lackey

EX-OFFICIO MEMBERS

State of California -- SCAG Ron Roberts

STAFF:

MICHAEL P. DePALLO, Chief Executive Officer GRAY CRARY, Chief Strategic Officer OLGA YERO, Chief of Staff PATRICIA TORRES BRUNO, Government and Regulatory Affairs Manager

1Director Ridley‐Thomas was not present for Item No. 5. One Gateway Plaza, 12th Floor, Los Angeles, CA 90012 72 SCRRA Special Board of Directors Meeting Minutes – March 22, 2013 Transmittal Date: April 5, 2013 Page 2

DON O. DEL RIO, General Counsel GEOFFREY FORGIONE, Associate General Counsel KARI BROZOWSKI, Board Secretary

Meeting minutes are prepared in a format that corresponds with the Board Meeting Agenda, which is incorporated by reference with these minutes. SCRRA Board Agendas are available online at www.metrolinktrains.com under the Meetings & Agendas link or from the Board Secretary at (213) 452-0255.

1. Call to Order

The SCRRA Special Board of Directors Meeting was called to order by Chair Morris on Friday, March 22, 2013 at 10:54 a.m. in the Los Angeles County Metropolitan Transportation Authority Board Room, One Gateway Plaza, 3rd Floor, Los Angeles, CA 90012.

2. Pledge of Allegiance

Director Millhouse led the group in the Pledge of Allegiance.

REGULAR CALENDAR

3. Public Comment

Arnold Sachs expressed his concerns regarding an upcoming Los Angeles County Metropolitan Transportation Authority (Metro) Board meeting relating to Measure R funding.

4. Fiscal Year 2011-12 Comprehensive Annual Financial Report (CAFR) and Single Audit Report

Jeffrey Altschuler, Audit Partner and Kristin Almendarez, Audit Manager with the firm McGladrey LLP presented the Fiscal Year 2011-12 Comprehensive Annual Financial Report (CAFR), Single Audit, Internal Control Deficiencies Letter and Report to the Executive Management and Audit Committee. McGladrey provided a placemat that explained their objectives, audit approach and focus. They then reviewed the audit summary results and deficiencies found during the audit.

The Board had questions relating to Document No. 4 – Required Communications to the Executive Management and Audit Committee.

Director Millhouse questioned the total of the effect on ending net assets of over $133 million. Jeffrey Altschuler stated that it included assets, liabilities, revenues and expenses and after reviewing all the data there was a final increase in net assets.

Director Rush requested additional information regarding the modified approach for reporting the railroad network infrastructure as noted on page 6 of that report. Kristin Almendarez replied that during the previous 2010-11 audit staff had not reasonably

73 SCRRA Special Board of Directors Meeting Minutes – March 22, 2013 Transmittal Date: April 5, 2013 Page 3

estimated depreciation for this category, however for 2011-12 staff estimated the budget appropriately and noted that infrastructure such as bridges, tunnels and track are not depreciated.

ACTION: The Board received and filed this report.

CLOSED SESSION

The Board then convened to Closed Session at 11:21 a.m. to discuss Item No. 5 a. reconvened in Open Session at 12:07 p.m., at which time Counsel indicated there were no reportable actions from Closed Session.

5. Closed Session

a. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION – Pursuant to Subdivision (b) of Government Code Section 54956.9 (1 potential case)

6. ADJOURNMENT

There being no further business for consideration by the Board, the meeting was adjourned at 12:08 p.m.

Respectfully Submitted,

Kari Brozowski Board Secretary

74

SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY

TRANSMITTAL DATE: April 5, 2013 MEETING DATE: April 12, 2013 ITEM 16 TO: Board of Directors FROM: Chief Executive Officer SUBJECT: Contract No. SP256-09 – Holiday Train Production Services – Contract Extension and Increase in Contract Authority – Show Development West, Inc.

Issue

Production services are required to prepare and present the Metrolink Holiday Train program for calendar year 2013.

Recommendation

The Legislative and Communications Committee recommends the Board approve and authorize the Chief Executive Officer to amend Contract No. SP256-09 for holiday train production services to Show Development West, Inc.to add one year to the period of performance and increase the contract funding authorization by $160,000 for a new total not-to-exceed amount of $844,550.

Committee Review

The Legislative and Communications Committee reviewed and approved this item at its meeting held on March 8, 2013.

Alternative

The Board may:

1) Modify the amount of the contract funding authorization increase; or 2) Reject the request and direct staff to issue a Request for Proposal (RFP).

Background

For the past sixteen years, the Metrolink Holiday Toy Express® train has been the Authority’s popular and extensive community outreach program which brings a festive special train to station cities through the service area which receives significant media coverage. In the past, the Authority has participated with ABC7 and Southland Firefighters “Spark of Love Toy Drive” to collect toys at the station stops as a key part of their overall

One Gateway Plaza, 12th Floor – Los Angeles, CA 90012 75 Contract No. SP256-09 – Holiday Train Production Services – Contract Extension and Increase in Contract Authority Transmittal Date: April 5, 2013 Meeting Date: April 12, 2013 Page 2 annual toy drive in the region. In addition to stops at Metrolink's stations in the five member agency counties, the Metrolink Holiday Toy Express® started a new tradition in 2006 with the addition of a special stop inside the Marine Corps Base at Camp Pendleton.

From 2008, until this year, the Holiday Toy Express® services have been provided by Show Development West, Inc. under Contract No. SP256-09 awarded as a non- competitive contract by the Board in July 2008. This contract expires October 15, 2013, prior to this year’s program.

Over the years, the holiday train production services have evolved into a carefully choreographed production involving complex sets and a large number of participants. As a result, the current vendor’s several years of experience provides significant efficiencies resulting in reduced costs. Show Development West Inc.’s principal and staff have railroad experience, are railroad certified and have made specific electrical modifications to ensure the safe operation of all the equipment onboard a moving train.

The Holiday Toy Express® 2013 program is expected to include a 44-stop tour to run for 12 nights plus a rain day. The scope of services is expected to remain the same as in 2012 with slight modifications based on the actual theme of the show that varies every year. Show Development West, Inc. has produced satisfactory programs for the past several years.

Therefore, the Legislative and Communications Committee recommends the Board approve and authorize the Chief Executive Officer to amend Contract No. SP256-09 for holiday train production services to Show Development West, Inc.to add one year to the period of performance and increase the contract funding authorization by $160,000 for a new total not-to-exceed amount of $844,550.

Budget Impact

Funding for the holiday train production services will be included in the proposed FY2013- 14 Operating Budget subject to Board approval.

Prepared by: Claudia Ziebell, Manager, Customer and Marketing Communications Jon Bischetsrieder, Senior Contract & Compliance Administrator Bryan Payne, Assistant Director, Contracts

MICHAEL P. DePALLO Chief Executive Officer

76 Item No. 17

Sales and Marketing Update

March 8, 2013 Legislative and Communications Committee Meeting

Upcoming Events

• Festival of the Whales (March 9-10) • Auto Club Speedway Train (March 24) • Angels Express (April 9) • CicLAvia (April 16)

77 Item No. 17

Upcoming Events

• San Bernardino Railroad Days (April 27, 28)

• Fullerton Railroad Days (May 4, 5)

• National Train Day (May 11)

• OC Fair (July 12 – Aug. 11)

• Ventura County Fair (July 31 – Aug. 11)

• LA County Fair (Aug. 30 – Sept. 29)

Upcoming: Angels Express Train Wrap

78 Item No. 17

Upcoming: TAP Messaging

Connectivity: TRANSporter

Average Daily TRANSporter Ridership Month Metrolink transfers Sep - 12 45 Oct - 12 54 Nov - 12 53 Dec -12 52 Jan -13 52

79 Item No. 17

Lunar New Year

• Chinatown parade on February 16, 2013 • Staff passed out 1,000 Lunar New Year paper trains at LA Union Station • 5,320 Weekend Passes were sold on February 16, 2013 • 42% increase in Weekend Pass sales from 2012

80

SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY

TRANSMITTAL DATE: April 5, 2013 MEETING DATE: April 12, 2013 ITEM 18 TO: Board of Directors FROM: Chief Executive Officer SUBJECT: Adoption of the 2013 Federal and State Legislative Program

Issue

Each year the Metrolink Board of Directors adopts a legislative program to establish the agency’s priorities and guide advocacy efforts in Sacramento and Washington D.C. Staff has prepared the 2013 legislative platform for consideration by the Board.

Recommendation

The Legislative and Communications Committee recommends the Board adopt the 2013 Federal and State Legislative Program. The legislative program will be the blueprint for advocacy efforts in the 2013 legislative session.

Committee Review

The Legislative and Communications Committee reviewed and adopted this item as amended at its meeting held on March 8, 2013.

Alternative

The Board may choose to:

1) Not adopt a legislative program. However, failure to adopt a legislative program could lead to a lack of direction in advocacy. 2) Request modifications to the proposed legislative program.

Background

The Metrolink Board of Directors annually adopts a federal and state legislative program that reflects the legislative and strategic goals of the Board. The legislative program guides staff on advocacy efforts at all levels of governance, allowing for swift advocacy as issues emerge. The draft legislative program is based upon the Board’s existing policy positions, previous advocacy efforts, anticipated issues arising in 2013 and feedback provided by the

One Gateway Plaza, 12th Floor – Los Angeles, CA 90012 81 Adoption of the 2013 Federal and State Legislative Program Transmittal Date: April 5, 2013 Meeting Date: April 12, 2013 Page 2 committee members at the February 8, 2013 meeting of the Legislative and Communications meeting.

The 2013 legislative program was developed with input from our advocates in Sacramento and Washington DC and the draft legislative program has been shared with the member agency legislative staff.

As the Board considers the adoption of this new legislative program, staff would like to describe anticipated issues in federal and state affairs for 2013.

State Legislative and Funding Priorities

Budget and Funding

The 2013 state legislative session began with the release of Governor Brown’s proposed 2013-14 budget. The budget provides a snapshot of the Governor’s priorities based upon the funding he proposes. For the last few years, fiscal stability has been his primary focus, which was accompanied by Proposition 30 in November 2012 and his vetoes of bills during the last session that he felt detracted from this goal. Fortunately, following several years of severe funding cuts and massive deficits, this budget was a refreshing departure, showing that financial stability, including surplus funds, are in sight. The budget provided some insight relative to his thoughts on transportation through his acknowledgement that a significant deficit exists between the state’s infrastructure needs and current resources.

Financially, transportation resources are comparable to 2012-13, but rely heavily on previous years’ allocations. For example, the budget included $2.4 billion in Proposition 1A and $479.7 million from Proposition 1B PTMISEA, much of which is carry over from previous years. These bond measures include funding that Metrolink is relying upon for several time-sensitive procurements and we will need to work on maximizing authorized allocations. Specifically, we will seek an advance of our FY 14, 15, 16 and 17 funds for a total increase of our budget authority by $15 million from the PTMISEA funds. Additionally we will be seeking the remaining funds due to Metrolink from the transit security grant program (TSGP) funds of Proposition 1B. $8 million is needed from TSGP to complete our Rotem car procurement. Allocations from 1B are slowing down as the bond is maturing.

Director Millhouse moved to amend staff’s recommendation under this item to include specific language that states “Support efforts to assist member agencies to become, or continue as, self-help entities.”1

1 Please note all text throughout the document shown in ‘track changes’ indicate a change from the item presented to the Legislative and Communications Committee on March 8, 2013.

82 Adoption of the 2013 Federal and State Legislative Program Transmittal Date: April 5, 2013 Meeting Date: April 12, 2013 Page 3

High Speed Rail

Following the 2012-13 authorization of nearly $8 billion, additional funding for high-speed rail was not proposed in the 2013-14 budget. Metrolink is still authorized to receive additional funding, therefore we will be advocating for additional allocations authorized in previous budgets to support the Metrolink’s High Speed Rail Readiness Program. The Readiness Program includes the procurement of new Tier 4 locomotives, therefore a component of our advocacy will be to ensure that fulfillment of the obligations relating to locomotive procurement, including the availability of Carl Moyer funds, is made. Advocacy relating to investments in bookend projects will also be a priority.

Cap and Trade

The allocation of cap and trade revenues will be a major issue this coming year. The first three auctions have occurred, however the budget refrained from allocating significant cap and trade revenues, because a distribution plan from the Department of Finance and California Air Resources Board is due in May in accordance with AB 1532 (Perez). Additionally, the total available revenues are not yet known. The distribution plan is accompanied by requirements from SB 535 (De Leon) that mandates 25% of the revenues in AB 1532 be directed towards “disadvantaged” communities.

Given that transportation is responsible for nearly 40% of greenhouse gas generation in California, that connection should be recognized in providing resources for its reduction. We will work with Metrolink staff and our transit counterparts to identify criteria for eligibility as well as competitive projects. Our advocacy will coordinate with member agencies, state wide coalitions, other stakeholders and the California Transit Association.

We will also work to position transportation for maximum eligibility as additional entities, such as fuel distributors, become regulated beginning in 2015. Theoretically, the increasing number of regulated entities will increase the amount of cap and trade generated revenues. Therefore, our advocacy will consider both short and long term eligibility opportunities.

MAP-21 Implementation

The passage of MAP-21 by Congress last summer has raised questions about how certain funding sources will be allocated statewide. Implementation of this act makes changes in how funding is distributed at the state and local levels. Leadership staff had been working closely with a coalition of transportation agencies in Southern California to develop a framework to address these changes. Those efforts may lead to the introduction of legislation later this year to provide clarity and determination for how funding will be distributed. Although Metrolink does not receive funding from these sources directly, we have been monitoring the discussions on this issue closely and are collaborating with our member agencies. The goal of the Southern California coalition is to advocate effective

83 Adoption of the 2013 Federal and State Legislative Program Transmittal Date: April 5, 2013 Meeting Date: April 12, 2013 Page 4 and fair distribution of funds and to ensure the fulfillment of commitments from previous federal surface transportation funding bills.

CEQA Reform

CEQA reform is expected to be another major issue in the coming year. The ground- breaking 1970 legislation to protect the environment has come under criticism for being cumbersome and costly in ways that hinder environmentally sound projects. Many of the projects profiled by advocates of reform, are transit-oriented and infill projects. In conjunction with our member agencies and the California Transit Association, we are monitoring various reform proposals.

Coalitions of stakeholders have been forming about this issue for several months. Several bills regarding CEQA were introduced as the February 22 deadline to introduce bills approached. We will monitor the progression of the CEQA reform bills and present them to the board for consideration.

Pension Reform

The Public Employees’ Pension Reform Act of 2013 (PEPRA) was approved by the legislature and Governor at the end of the 2012 legislative session. PEPRA makes many changes to the state’s retirement system that went into place in 2013. The changes have raised some challenges related to union collective bargaining, including legislation that may seek to carve out exemptions. Metrolink will advocate that the reforms that were accomplished in PEPRA are not diminished. We will work with the CTA and our member agencies to ensure that the savings and stability of PEPRA do not erode and to conduct outreach to educate stakeholders of these risks.

Safety and PTC

Safety has been and continues to be a foundational issue for Metrolink. At the core of this value is positive train control (PTC) and 2013 is scheduled to be a critical year for the implementation of PTC. Innovating this technology and implementing it across 500 miles of track has been a very challenging task with many hurdles. The agency is scheduled to put PTC into revenue service later this year; therefore advocacy will also consider how to support implementation efforts and keeping our delegation informed. We would like to be prepared to seek funding from state sources in case there are unforeseen requirements to the program. Conducting in person and providing electronic and hard copy correspondence updates to elected officials and state agencies regarding the progress and resource needs to support PTC will be ongoing.

Enhanced role of Transit in Southern California

While legislation is still being developed at the state level, we want to be prepared to support efforts that promote transit including incentives for passengers, coordination with

84 Adoption of the 2013 Federal and State Legislative Program Transmittal Date: April 5, 2013 Meeting Date: April 12, 2013 Page 5 multi-modal services, transit oriented or accessible development and efficiencies in overall operations.

Federal Legislative and Funding Priorities

Positive Train Control

On the federal side, the Metrolink advocacy team anticipates dedicating much of our resources to providing support to PTC implementation and meeting our goal to be in revenue service by late 2013. Over the last several years, Metrolink has faced many significant challenges including availability and development of the technology and the development of the various components of PTC. Metrolink has been able to find work around strategies to overcome some of these challenges and continues to strive to implement this program in advance of the 2015 federal mandate. Metrolink has now moved on to the installation, testing and integration of the technology. One of the key partners in the process is the FRA. Metrolink must work very closely with the FRA to meet its timeline. Metrolink will make a specific request that the FRA dedicate the necessary resources to assist the agency in meeting its aggressive timeline.

Metrolink will also advocate before the FCC for the approval of acquisition of spectrum. Metrolink has leased spectrum from PTC 220 LLC for five years. The agency must still continue to pursue ownership of our own spectrum because it is unclear at this time if the current spectrum capacity will be enough to serve passenger and freight in the region. The advocacy team will work with our CA Senators and Congressional representatives to assist Metrolink in its advocacy efforts with the FCC attempt to get a timely response from the FCC.

Metrolink will also advocate to maintain the 2015 date in the federal mandate in any new rail policy legislation. In the 112th Congress, both the House and the Senate included language to delay the 2015 federal mandate in the rail title legislation. In the end, the House bill did not proceed and the Senate Rail title was not included in the final MAP-21. We can expect that these proposals will be included in new legislative vehicles. This past year the AAR, APTA and the FRA released reports that concluded that implementation of an interoperable PTC on a national level is not possible by the 2015 date. These reports will be used to support efforts to delay the 2015 date. Metrolink has advocated concerns that delays to the 2015 could have unintended consequences and slow down the development of technology and federal approvals process. We are advocating that efforts by APTA and others to delay PTC should recognize Metrolink’s efforts to lead the nation in implementation and all federal resources and funding (if required) should be dedicated to Metrolink’s PTC project. We also request that a sense of urgency be maintained so that we can meet our revenue service date of late 2013.

85 Adoption of the 2013 Federal and State Legislative Program Transmittal Date: April 5, 2013 Meeting Date: April 12, 2013 Page 6

Reauthorization of Rail and Surface Transportation Legislation

The House Transportation & Infrastructure Chairman Bill Shuster recently outlined his priorities for the year. He announced that he would like to begin discussions on a new surface transportation authorization bill given that MAP-21 was only a 27-month bill. Staff anticipates that the Chairman will begin this process by holding hearings and begin to outline a framework for a new transportation bill sometime later this year. As is always the case, the primary challenge for the bill is developing the financing mechanisms to pay for all the surface transportation programs in a way that keeps the Highway Trust Fund (HTF) solvent.

There has also been discussion about the reauthorization of the Rail Safety Improvement Act of 2008 and the Passenger Rail Improvement and Investment Act 2008. These bills provide the policies, regulations and funding for the passenger and freight rail. These bills represent opportunities to seek new funding opportunities for commuter rail projects and operations. We anticipate that these bills will address many of the rail policy issues that were left unresolved in MAP-21. Metrolink will specifically seek funding opportunities including coordination with AQMD to advocate for funding for clean fuel technology locomotives. House T&I will begin hearings on this legislation in March.

In the last legislative session, Congressional transportation leadership was supportive of making reforms to the Railroad Rehabilitation and Improvement Financing (RRIF). This program is a low-interest loan program for passenger rail and freight railroads administered by the FRA. The program was established with $35 billion loan capacity however many agencies complained about the rigid, lengthy and cumbersome process. Last year, Metrolink was successful, in incorporating RRIF reform amendments to streamline the process and position Metrolink to successfully obtain a loan. In the past, Metrolink has inquired into potentially obtaining a RRIF loan to pay for fleet upgrades. By reforming the RRIF program, we will create another tool in the tool box for Metrolink to meet its capital needs. We will continue to advocate for these RRIF amendments to be included in a new legislative vehicle this year.

Metrolink began coordination with AQMD to jointly advocate for funding in the next surface transportation reauthorization bill for clean fuel technology locomotives. Metrolink will advocate will work with AQMD to identify the appropriate funding opportunities.

Last year, the Senate Rail Title also included proposed language that would establish a new rail passenger certification process under the jurisdiction of the Surface Transportation Board (STB). We are currently not under the jurisdiction of the STB. Metrolink joined APTA and other passenger rail service providers in opposing this language. Metrolink’s primary concern was related to being perceived to be under the jurisdiction of the STB because then the agency may be subject to requirements from the Railroad Retirement Act, Railway Labor Act and Railroad Unemployment Insurance Act. Metrolink will continue to advocate to oppose these efforts or request that our proposed amendments to provide clarification.

86 Adoption of the 2013 Federal and State Legislative Program Transmittal Date: April 5, 2013 Meeting Date: April 12, 2013 Page 7

Metrolink staff will return to the Board with more specific requests as the transportation, rail and funding bills are further developed.

High Speed Rail

The President continues to support to investment in high speed rail. It is expected that Republicans will continue to voice concerns about the investment of high speed rail particularly in California. Representative Jeff Denham (R-CA) has been appointed as the Chairman of the House Transportation & Infrastructure Subcommittee on Rail. In the past, he has advocated to prohibit the use of federal dollars for high speed rail. His efforts have not been successful but we anticipate similar proposals to resurface in the 113th congressional legislative session. Metrolink will continue its advocacy efforts to position the agency for funding and protect the agency from the narrow use of the high speed rail funds on our shared use corridors.

Safety

Safety plays a significant role for our agency on all levels. Similar to our state legislative efforts, Metrolink will advocate for support for the agency’s rail safety program including, grade separations, sealed corridors, grade crossings. Our CEO has established a tiger team to review our safety and security needs. We will work with the tiger team to identify Metrolink’s security needs and look for opportunities for funding and partnerships with the Department of Homeland Security.

Metrolink will also work with our member agencies and APTA and other organizations to find a balanced approach to address proposals that would make significant policy shifts on liability issues that impact Metrolink and other passenger rail agencies.

MAP-21

Federal agencies continue to review and interpret the MAP-21 legislation. Some of the federal agencies have begun to release new policies and regulations to provide guidance on the implementation of the bill. Metrolink staff will continue to monitor these implementation efforts.

Budget and Financing

Congress has found itself at an impasse in dealing with significant budget and funding decisions. There were attempts in the Senate to address the $85.3 billion in sequestration cuts but both bills failed to garner the necessary 60 votes for passage. At this time, it is expected that the cuts will go into effect on March 1. These spending cuts or “sequester cuts” will make an approximately 8% across the board cuts to the defense budget and discretionary programs. The Highway Trust Fund is exempt from these cuts; however, discretionary funding that is subject to annual appropriations will be impacted. This

87 Adoption of the 2013 Federal and State Legislative Program Transmittal Date: April 5, 2013 Meeting Date: April 12, 2013 Page 8 includes the Amtrak capital and operations funding. The next major funding decision will be negotiating a new FY 13 appropriations bill. Additionally, the current continuing resolution is set to expire on March 27. Inaction by Congress on the appropriations bill could lead to a government shutdown. The appropriations legislation represents an opportunity to alter the sequester cuts or by stopping the cuts altogether. It is unclear how Congress will proceed. The sequester cuts have never been implemented before so it is unclear how quickly the impacts will be felt. We are concerned that if the impacts are not felt immediately, that this will be used as an argument to make further cuts in the FY13 appropriations bill. We will be monitoring this process very closely.

The passage of PEPRA in California has lead to challenges by some national unions of FTA grants submitted by the transportation agencies. In general, the unions contend that their collective bargaining rights have been diminished with the passage of the pension reform legislation. Metrolink experienced a challenge to our FTA grants, however, the US Department of Labor found that the labor agreement is not directly with Metrolink and therefore their challenge does not hold. In California, $2 billion in funding is being held up by the FTA challenges. This is delaying investment in critical infrastructure improvements and operations. Metrolink will monitor these discussions and support our member agencies, the CTA, APTA and other organizations to attempt to resolve these issues.

Director Kotyuk moved to amend staff’s recommendation under Environmental Sustainability to include specific language noted below:

 Support policies that expedite project delivery through continued streamlining of environmental regulations and the federal administrative processes.  Monitor the implementation of MAP-21 streamlining policies, particularly the federal agencies that now are required to study how to expedite project delivery and report their findings to Congress.  Promote additional policies to expedite project delivery, and to streamline environmental regulations and permitting in the next Surface Transportation Authorization.

Enhance the Role of Transit

Last year, Metrolink advocated for the extension of the commuter tax benefit and to bring parity to the parking benefits. Congress did extend the commuter tax benefit through the end of 2013 and it also created parity with the parking benefits at $240 a month. Metrolink staff will continue to advocate for an additional extension or make the benefit permanent.

Metrolink and its advocates will seek to support efforts that promote greater coordination with Amtrak and intercity rail, high speed rail and local transit providers to create better synergy and provide higher levels of customer service.

88 Adoption of the 2013 Federal and State Legislative Program Transmittal Date: April 5, 2013 Meeting Date: April 12, 2013 Page 9

Legislative Outreach and Coalitions

Metrolink staff will continue to work closely and coordinate on advocacy efforts with the member agencies and local, state and national transportation stakeholders such as SCAG, Southern California Legislative Roundtable, California Transit Association, Mobility 21,local business groups such as Inland Action, Orange Business Council and the Los Angeles Chamber of Commerce, the Association of American Railroads and our freight railroad partners, and the American Public Transportation Association to advance Metrolink’s legislative priorities.

Metrolink has 97 members in the Southern California state and federal legislative delegation. With the implementation of new legislative districts and election of many new elected officials, it is critical that Metrolink engage in extensive outreach efforts that will inform the delegation of Metrolink’s service, projects and programs. Senior members of our delegation have expressed the importance of educating new members to advance critical transportation and funding policy. Providing an overview of the agency’s priorities is an essential component of our outreach especially for those that may not be familiar with our agency.

Budget Impact

The legislative program could impact actions towards obtaining federal and state funding.

Prepared by: Patricia Torres Bruno, Government and Regulatory Affairs Manager Jennifer Cohen, Government Relations Administrator

MICHAEL P. DePALLO Chief Executive Officer

89 2012Metrolink…Southern Federal & State Legislative California’s Program Commute of Choice DRAFT 2013 State and Federal Legislative Program

Metrolink is the largest provider of Commuter Rail service in Southern California, covering over 500 miles of track in five counties and carrying approximately 1 million passengers each month. Metrolink’s legislative program outlines the agency’s priorities for advocacy at the State and Federal levels in 2013. In addition to these specific areas, staff will monitor actions by regulatory agencies such as California Public Utilities Commission (CPUC), Federal Rail Administration (FRA), and Federal Communications Commission (FCC) and work with other agencies and organizations for strategic advocacy.

State Legislative and Funding Priorities

Positive Train Control (PTC)  Seek state resources and funding to maintain PTC.

Cap and Trade  Support policies and legislation that identify public transit and specifically commuter rail as an eligible funding recipient for all cap and trade revenues.  Support state policies that recognize the role of transportation in greenhouse gas production and therefore should be eligible in funding from all cap and trade related allocations including SB 535.  Monitor the implementation of AB 1532 (Perez) and SB 535 (DeLeon) that have outlined how the cap and trade revenues should be allocated in the 2013-14 state budget and in the following two budget years.  Work with the California Transit Association (CTA) to support their efforts to have public transit eligible for the cap and trade revenues administered by the Public Utilities Commission (PUC).  Position the transportation sector, including commuter rail, for receipt of revenues generated from fuel regulation that begins in 2015.

High Speed Rail  Seek the allocation of Proposition 1A funding for Metrolink’s projects.  Position Metrolink to benefit from state high speed rail investments.  Advocate for support of Metrolink’s High Speed Rail Readiness program.  Support timely investments in “book-end” projects.

Pension Reform  Work with our member agencies and other organizations to oppose the erosion of PEPRA and its intent.  Coordinate with the California Transit Association and other regional agencies to protect funding from FTA “13C” challenges. MAP 21 Implementation  Support legislation to implement provisions of MAP-21 including NEPA delegation to local entities which are federally designated recipients for transit projects.  Support efforts to fulfill obligations of previous federal programs. Environmental Sustainability  Support reasonable legislative policies and programs that incorporate commuter rail and other public transit as a solution to achieve air quality goals.  Support reasonable legislation that maintains the high environmental quality standards of CEQA and streamlines processes for implementing transit projects. 90 Metrolink 2013 2

 Seek resources for projects that will enhance Metrolink’s ability to reduce emissions, increase fuel efficiency and make operations more environmentally friendly  Monitor environmental legislation and the implementation of AB 32 and SB 375. Safety  Support for critical rail safety programs, including PTC, sealed corridors, grade crossings, security technology, public address and communication systems and safety improvements to rolling stock.  Support legislation and regulatory policies that protect the agency’s right of way and prohibit unsafe access and trespassing to ensure the highest levels of safety. Budget and Funding  Protect transportation funding from initiatives or budget proposals that seek to reduce resources or create unfunded mandates.  Seek the timely allocation of Proposition 1A and 1B funds and increase funding capacity in budget appropriations for enhanced project delivery.  Support balanced proposals promoting new methods and structures for streamlining and improving project delivery, increasing flexibility in contracting methods and enhancing opportunities for public-private partnerships.  Seek opportunities to fund fleet maintenance, replacement, rehabilitation and renovation of equipment.  Support efforts to assist member agencies to become, or continue as, self-help entities Enhance the role of transit in Southern California

 Support commuter transit benefits that will provide incentives and promote the use of public transit for commuting.  Support efforts to create operational efficiencies within the LOSSAN Corridor and through the State Rail Plan.  Protect Metrolink and its member agencies from proposals that could negatively impact track rights, slots, stations, rail projects that impact the provision of safe, efficient services.  Support legislation to preserve Rail-2-Rail privileges and enhance coordination among transportation providers. Federal Legislative and Funding Priorities

Positive Train Control  Support legislative policies that facilitate the implementation of PTC and efforts to implement delivery in advance of the 2015 Federal Rail Safety Improvement Act mandate including efforts to address challenges regarding the FCC spectrum acquisition process, coordination with the FRA on the approvals process and funding for operations and training.  Support maintaining the 2015 date in the federal mandate.  Seek all necessary federal resources for Metrolink and its Southern California partners to implement PTC as quickly as possible.

Reauthorization of Rail and Surface Transportation Legislation  Support legislative funding opportunities specifically for commuter rail in federal bills including the next rail safety act, the next passenger rail investment act reauthorization and the next surface transportation authorization bill.  Work with the American Public Transportation Association (APTA) to oppose efforts that would establish a new passenger rail certification process under the jurisdiction of the Surface Transportation Board (STB.)  Seek to incorporate reforms to the federal Railroad Rehabilitation and Improvement Financing (RRIF) Loan program that would streamline the process and position Metrolink to successfully obtain a loan.  Work with AQMD and other stakeholders to identify federal funding opportunities for clean fuel technology locomotives including Tier IV technology and CNG. 91 Metrolink 2013 3

High Speed Rail  Position Metrolink to benefit from federal high speed rail funding including advancing investments in projects that provide independent utility benefiting both Metrolink and high speed rail.  Protect Metrolink from efforts to narrow the use of high speed rail funds on a shared use corridor.

Safety  Support for critical rail safety programs, including PTC, grade separations, sealed corridors, grade crossings, security technology, public address and communication systems and safety improvements to rolling stock.  Support legislative policies that promote balanced national system safety, and address terrorism and hazard management programs.  Work with APTA and other organizations to find a balanced approach to legislation that proposes to make significant policy shifts on liability issues that impact Metrolink, passenger rail, and our member agencies.  Monitor and build relationships with federal regulatory agencies such as the FRA and the National Transportation Safety Board (NTSB.)

MAP 21 Implementation  Monitor Map-21 implementation policies and regulations to ensure Metrolink is protected and funding obligations from previous federal programs are met.

Budget and Funding  Protect federal transportation funding from initiatives or budget proposals such as sequester cuts that seek to reduce resources or create unfunded mandates.  Support balanced proposals promoting new methods and structures for streamlining and improving project delivery, increasing flexibility in contracting methods and enhancing opportunities for public-private partnerships.  Seek federal funding opportunities to fund fleet maintenance, replacement, rehabilitation and renovation of equipment.  Monitor state and federal agencies as they try to resolve FTA “13C” challenges to transit funding.

Environmental Sustainability  Support reasonable legislation and policies that promote and sustain funding for investment in cleaner technology and to enable cleaner, greener and more efficient operations.  Support efforts by our member agencies to build on the “Breaking Down Barriers” program that seek to streamline the federal approvals process while maintaining high environmental standards.  Support funding for commuter rail from federal agencies to green our fleet, equipment and operations.  Support policies that expedite project delivery through continued streamlining of environmental regulations and the federal administrative processes.  Monitor the implementation of MAP-21 streamlining policies, particularly the federal agencies that now are required to study how to expedite project delivery and report their findings to Congress.  Promote additional policies to expedite project delivery, and to streamline environmental regulations and permitting in the next Surface Transportation Authorization.

Enhance the role of transit in Southern California  Support the extension or making permanent the commuter tax benefit and keeping parity with parking benefits.  Support policies that promote greater coordination with Amtrak and intercity rail, high speed rail and local transit providers.

Updated February 19April 1, 2013 Track changes denote changes from what was presented at the Committee. 92

SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY

TRANSMITTAL DATE: April 5, 2013 MEETING DATE: April 12, 2013 ITEM 19 TO: Board of Directors FROM: Chief Executive Officer SUBJECT: State and Federal Legislative Update

Issue

Update on current issues in State and Federal Government Affairs.

Recommendation

The Board may receive and file this Item.

Committee Review

The Legislative and Communications Committee received and filed this Item at its meeting held on March 8, 2013.

Alternative

The Board may choose to act upon the information provided.

Background

Each month the government relations staff provides the Committee with a summary of recent developments in state and federal governance that may affect Metrolink.

On the California state side, the legislative session got underway with committee hearings beginning and bill analysis is progressing. This month also saw:

 The release of several reports by the Legislative Analyst Office (LAO) providing detailed analysis of the Governor’s proposed 2013-14 budget that was released in January. Reports included Transportation Proposals, Resources and Environmental Protection, Analysis of Higher Education, Criminal Justice, and State and County Roles in the Medi-Cal Expansion. Staff is reviewing the Resources and Environmental Protection analysis, especially as they relate to cap and trade funding.

One Gateway Plaza, 12th Floor – Los Angeles, CA 90012 93 State and Federal Legislative Update Transmittal Date: April 5, 2013 Meeting Date: April 12, 2013 Page 2

 The California Air Resources Board (CARB) held hearings and accepted comments on potential funding distribution plans for revenue generated from cap and trade auctions.  Caltrans held open houses on the California Rail Plan. A component of the state’s rail plan is the role of freight and efforts, including legislation, are underway to ensure that all aspects of the California rail networks are adequately updated.  Primary elections for several local seats were held on March 5. The run-off for these elections is scheduled for May 21.  One of the more prominent coalitions regarding CEQA reform have been working with Senate Pro Tem Darrell Steinberg (D- Sacramento) and Senator Michael Rubio (D – Bakersfield), chair of the Senate Environmental Quality, however Senator Rubio abruptly resigned in February. Pro Tem Steinberg has introduced CEQA reform legislation (SB 731); however it is unknown how reform will proceed without Senator Rubio. Staff will monitor the progression of the CEQA reform bills and present them to the board for consideration.  February 22 was the final date to introduce legislative bills.

On the Federal side:

 Metrolink participated in an NTSB hearing, providing testimony on the status and progression of Positive Train Control implementation.  House Transportation and Infrastructure Chairman Bill Shuster held a hearing on transportation infrastructure.  The House T & I Subcommittee on Rail is scheduled to have its first hearing on PRIIA reauthorization next week.

Federal Sequestration Implementation Update

The President and Congressional leadership have been dealing with the looming sequester cuts that are set to go into effect March 1. The sequester cuts would make $85.3 billion in funding reductions to federal programs, including Defense and discretionary programs. The goal is to make about $1.2 trillion in cuts over a decade. In regards to transportation, the sequester cuts do not impact programs funded by the highway trust fund (HTF). However, other transportation programs such as TIGER grants and Amtrak capital and operations funding are impacted. The sequester cuts make about an 8.2 percent reduction to Amtrak’s budget. The sequester also makes about an 8.2 percent reduction in safety and operations and railroad research and development programs under the jurisdiction of the FRA.

As Metrolink moves forward with an aggressive schedule to implement PTC, we are concerned that the sequester cuts could further diminish staffing and resources for the

94 State and Federal Legislative Update Transmittal Date: April 5, 2013 Meeting Date: April 12, 2013 Page 3

FRA to meet the obligations of approving the PTC certification process. We met with FRA officials this week and they committed to working with us to achieve our timeline.

This week there were two bills that were considered by the Senate to address the sequester cuts. One legislative bill proposed by Senate Republicans (S. 18) would have provided the President broad authority to implement the initial reductions over the next several months. This was an effort to make the President responsible for making the sequester cuts. However, there were splits among Senate Republicans leading the bill to fail passage with a 38 to 62 vote. The second bill was proposed by the Senate Democrats (S. 388) that would have minimized the impacts by creating new revenues and find alternative savings. This bill also failed to garner the necessary 60 votes for passage with a 51-49 vote. There were no other legislative vehicles that were considered in the House of Representatives to address sequestration.

At this time, the sequester cuts are expected to go into effect on March 1. It is unclear the extent of the Sequestration impacts and how quickly they will be felt. Secretary Ray LaHood stated that he expects that the impacts will be felt starting April 1 after furlough notices have been sent and federal agencies run out of ways to minimize the impacts.

The next major decision for Congress is negotiating a new FY 13 appropriations bill by March 27, which is the date the current continuing resolution (CR) is set to expire. Inaction by Congress could lead to a government shutdown. The new appropriations bill could be an opportunity to alter the sequester cuts by making further cuts or by stopping the sequester completely. It is expected that the House Appropriations Committee Chairman will move an appropriations package as early as next week that includes Defense, Military Construction and Veterans Affairs. It is expected that the Chairman would seek to simply extend the current CR to September 30, the end of the federal fiscal year. If the House proceeds with their appropriations package, then the Senate would have to follow in hopes of providing relief however the legislation could not include any revenue mechanisms because the constitution requires legislation with revenue provisions must be originated by the House of Representatives. The House acted to approve a six months CR, keeping the sequester in place and targets cuts to the Veterans’ Affairs Budget and Defense budget. This legislation does not address any of the impacts to the transportation sequester. There will still have to be negotiations with the Senate who will have to consider the House's CR or propose their own legislation.1 Staff will keep the Board posted on any new developments. Given the fast pace and fluid nature of the legislative process, this report may be outdated by the time the update is presented to the Board. Staff will ensure that the oral update to the Board is current.

1 Please note all text throughout the document shown in ‘track changes’ indicate a change from the item presented to the Legislative and Communications Committee on March 8, 2013.

95 State and Federal Legislative Update Transmittal Date: April 5, 2013 Meeting Date: April 12, 2013 Page 4

Budget Impact

There is no immediate budget impact as a result of this status report.

Prepared by: Patricia Torres Bruno, Government and Regulatory Affairs Manager Jennifer Cohen, Government Relations Administrator

MICHAEL P. DePALLO Chief Executive Officer

96

SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY

TRANSMITTAL DATE: April 5, 2013

MEETING DATE: April 12, 2013 ITEM 20

TO: Board of Directors

FROM: Chief Executive Officer

SUBJECT: Bombardier Generation 2 Car Sale Update

Issue

Staff will review the status of the Bombardier Generation 2 Invitation for Bid (IFB) issued in December 2012.

Recommendation

The Board may receive and file this report.

Committee Review

The Planning and Finance Committee received and filed this report at its meeting held on March 22, 2013.

Background

In January 2012, the Board adopted the 2012 – 2017 Metrolink Fleet Plan. With the introduction of the Hyundai Rotem Guardian cars, the plan discussed the need for a possible Board decision regarding the excess of approximately 20 older passenger car vehicles. The plan suggested that sale of cars could generate $7 million that could be used for rehab and for matching Prop 1A funds and also discussed the availability of rehab funds and other funding needs.

The plan focused on the sale of the Bombardier Generation 2 cars held by M & T Bank. In order for the Authority to sell, lease or dispose of any amount of excess railcars, the agreement states that the Authority would have to purchase at the then-termination value all cars in that agreement. Staff determined the amount to close the deal was approximately $110,000 per car and that the M & T Bank agreement for 23 Bombardier Generation 2 cars was most suitable for the Authority.

One Gateway Plaza, 12th Floor – Los Angeles, CA 90012 97 Bombardier Generation 2 Car Sale Update Transmittal Date: April 5, 2013 Meeting Date: April 12, 2013 Page 2

Current Fleet 2013

Metrolink’s passenger fleet consists of 137 Bombardier Sentinel coach and cab cars (Bombardier cars) and 1371 Hyundai Rotem Guardian coach and cab cars (Rotem cars).

Today 205 Bombardier and Rotem passenger cars are in service to support the current timetable. An additional 22 cars remain in use for PTC, testing, repairs and open issues. Currently approximately 32 Generation 1 & 2 cars remain stored throughout the Metrolink system. Storage has a minimal cost impact as no paid storage facilities have been necessary to house excess equipment.

Purchased in 1997, the Generation 2 coach and cab cars are currently due mid-life overhaul, which generally occurs 12-15 years after purchase. The timeline is currently set from three to five years out, scheduled to begin following the Generation 1 fleet overhaul completion. Mid-life overhaul includes but is not limited to HVAC, tables, communications, seats/foam and door operator replacement. Estimated cost for both generation mid-life overhaul is $1.25 M per car.

Staff began evaluating additional requirements needed in order to sell the Generation 2 cars covered by the M & T Bank agreement. In addition, the California Transportation Commission has approved use of sale proceeds for future car rehabilitation.

Sale of Generation 2 Cars

In the fall of 2012, the Contracts and Procurement department began to establish the process to solicit offers for the sale of surplus Generation 2 coaches and cab cars.

Timeline:

December 28, 2012 IFB No. DPL 1200529 released on planetbids.com January 16 – 17, 2013 Prospective buyers view surplus rolling stock at Metrolink Central Maintenance Facility (CMF) Los Angeles, CA January 24, 2013 Offers due by 2:00 pm PST January 31, 2013 Extension for offers, due by 2:00 pm PST February 1 – 7, 2013 Discussion of offer(s) with stakeholders

Three bids were received. The highest offer was $170,000 for cab cars and $200,000 for coaches, which was significantly less than the $450,000 minimum required bid. Staff is evaluating other interested parties at this time. The Authority has closed the IFB and communicated to the bidder that they need to reevaluate the offer because it did not meet the minimum stated in the IFB. The Authority would be willing to open the discussion if they would reconsider their bid.

1 The final Hyundai Rotem cars are arriving from Korea in March 2013 to complete the Guardian Fleet purchase.

98 Bombardier Generation 2 Car Sale Update Transmittal Date: April 5, 2013 Meeting Date: April 12, 2013 Page 3

Budget

There is no budget impact to the FY2012-13 Operating Budget as a result of this status report. Revenue from the potential sale was planned to fund the upcoming car rehab program. The loss of this funding source reduces the overall rehab program by 6 cars additionally. Through the Strategic Planning process, the Authority will need to find an alternate source of money to provide match to Prop 1A rehab funds.

Prepared by: Angie Starr, Strategic Communications Manager Gray Crary, Chief Strategic Officer

MICHAEL P. DePALLO Chief Executive Officer

99 Item No. 21 Attachment A FY2013-14 Budget Development Calendar

Month Date Meeting

March 21 Special TAC Meeting – Review of Preliminary FY14 Budget

Planning & Finance Committee – Present updated FY14 budget development 22 timeline

Regularly scheduled TAC Meeting – Review of Preliminary FY14 budget 26 (incorporates any changes from 3/21 discussion)

Regularly scheduled Board meeting

April 12 Special Planning & Finance Committee meeting – FY14 Preliminary Budget ‐ DRAFT

19 Regularly scheduled Metrolink CEOs meeting – FY14 Preliminary Budget

Special Board meeting – FY14 Preliminary Budget – seek authorization to 26 transmit to Member Agencies

May 1 Transmit FY14 Preliminary Budget to Member Agencies

Board meeting: Adoption of Final FY14 Budget (Conditional)

June 14 *If the final budget is not completed by June 14, we may need to hold a Special Board meeting June 28 to adopt the budget.

100

SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY

TRANSMITTAL DATE: April 5, 2013

MEETING DATE: April 12, 2013 ITEM 22

TO: Board of Directors

FROM: Chief Executive Officer

SUBJECT: Public Review Process for Potential Disparate Impact and Disproportionate Burden Policies

Issue

The Federal Transit Administration (FTA) requires that transit agencies provide the public an opportunity to comment on proposed policy changes. The Southern California Regional Rail Authority (Authority) must seek public comments for the adoption of these policies whether or not a fare increase is being considered to remain in compliance with FTA regulations by July 2013.

Recommendation

The Safety and Operations Committee recommends the Board approve and direct staff to seek public comments on the proposed policies below:

1) Disparate Impact Policy Thresholds (Proposed Policy - Attachment A)

2) Disproportionate Burden policy Thresholds (Proposed Policy – Attachment B)

Committee Review

The Safety and Operations Committee reviewed and approved this item at its meeting held on March 22, 2013.

Background

Last October, the FTA issued new circular C4702.1B requiring recipients of FTA financial assistance to develop Disparate Impact and Disproportionate Burden Policies as part of their Title VI requirements. Like other recipients, the Authority is required to engage the public in the decision-making process of developing disparate impact and disproportionate burden thresholds to determine whether any future changes in fares or service will result in adverse effects that are disproportionately borne by minority or low-income populations. This item ensures that the Authority remains in compliance with FTA regulations.

One Gateway Plaza, 12th Floor – Los Angeles, CA 90012 101 Public Review Process for Potential Disparate Impact and Disproportionate Burden Policies Transmittal Date: April 5, 2013 Meeting Date: April 12, 2013 Page 2

Public Comment Procedure for Policy Adoptions

The FTA requires that transit agencies provide the public an opportunity to comment on proposed policy changes. The Authority will seek public comments for the adoption of these policies whether or not a fare increase is being considered. The Authority’s procedures for public review include the following elements:

1) Published notice describing proposed change in fares in appropriate newspaper(s) of general circulation;

2) Placement of public notice brochures onboard trains and at customer ticket window; and

3) Consideration must be given to views and comments expressed by the public during the public comment period.

Public Communications Outreach Plan

A public communication outreach plan has been developed to solicit comment on the proposed policy adoption to be implemented as early as May 10, 2013. This policy will allow the Authority to comply with the newly released FTA guidance (C4702.1B)

The Authority is considering:

1) Adopting a Title VI required Disparate Impact Policy Thresholds (Proposed Policy - Attachment A)

2) Adopting a Title VI required Disproportionate Burden Policy Thresholds (Proposed Policy – Attachment B)

The public notification process uses several different strategies to solicit public comment.

Notification Process

The public will be notified using printed materials, Authority publications, digital and social media, public notices and forums.

Printed Materials

• Notices of the proposed fare changes will be sent to stakeholders • Notices will be distributed on trains providing information on public input opportunities • Appropriate advertisements will be placed in newspapers of general circulation to inform the public of the public hearing • Seat drop bulletins will be placed on all trains

Digital and Social Media Information

• The Metrolink website will contain up-to-date information about the fare increase and the public will be able to provide input through the website

102 Public Review Process for Potential Disparate Impact and Disproportionate Burden Policies Transmittal Date: April 5, 2013 Meeting Date: April 12, 2013 Page 3

• The website will also have up-to-date information on the fare restructuring as well as downloadable files showing all new fares • A recorded message tells callers to use (800) 371-LlNK for instructions on how to provide input • Stakeholders will be notified by e-mail, through Authority website and publications • Notices and links will be posted via Twitter and Facebook

Public and Media Relations

• Facts about the proposed policies being considered will be made available as background for articles in newspapers • Media will be informed of the proposed policies and ways the public can make comments

Public Comment

• Staff will emphasize the solicitation of public comment electronically. This has been the preferred method for the public to provide input to the Authority. The special electronic comment section of the website will be activated. • The public will have the opportunity to send their comments via mail or fax as an alternative

Member Agencies and Station Cities

Staff will reach out to the member agencies and staff of station cities to expand the outreach via their communications networks.

Proposed Timeline:

Public Comment Notice - April 18 Public Comment Period - April 18 - May 2 Policy item presented to the Board for review and adoption - May 10

A report compiling the input from the public will be presented to the Board.

Therefore, the Safety and Operations Committee recommends the Board approve and direct staff to seek public comments on the proposed policies below:

1) Disparate Impact Policy Thresholds (Proposed Policy - Attachment A)

2) Disproportionate Burden policy Thresholds (Proposed Policy – Attachment B)

Budget Impact

A public comment process has a minimal impact on the budget. Use of existing Authority communications channels will be utilized to reach our customer base. A small fee is spent to post the Notice of the Public in print media.

103 Public Review Process for Potential Disparate Impact and Disproportionate Burden Policies Transmittal Date: April 5, 2013 Meeting Date: April 12, 2013 Page 4

Prepared by: Claudia Ziebell, Communications Manager Henning Eichler, Manager, Research and Planning Bob Turnauckas, Chief Administrative Officer

MICHAEL P. DePALLO Chief Executive Officer

104 Attachment A

DISPARATE IMPACT POLICY THRESHOLDS

This policy establishes a threshold for determining whether a given action has a disparate impact on minority populations. Per FTA Circular 4702.1B:

Disparate impact refers to a facially neutral policy or practice that disproportionately affects members of a group identified by race, color, or national origin, where the recipient’s policy or practice lacks a substantial legitimate justification and where there exists one or more alternatives that would serve the same legitimate objectives but with less disproportionate effect on the basis of race, color, or national origin….

The policy shall establish a threshold for determining when adverse effects of [fare/]service changes are borne disproportionately by minority populations. The disparate impact threshold defines statistically significant disparity and may be presented as a statistical percentage of impacts borne by minority populations compared to impacts borne by non-minority populations. The disparate impact threshold must be applied uniformly…and cannot be altered until the next Title VI Program submission.

The analysis shall be conducted for: a) All major service changes, as defined in Metrolink’s Major Service Change Policy. b) Any increase or decrease in fares which is not exempt under FTA Circular 4702.1B, e.g., a promotional or temporary fare reduction.

Service or fare changes are determined to have a disparate impact if [,cumulatively]: a) The adverse effects of the service or fare change[(s)] that will be borne by minority riders exceed the adverse effects borne by non-minority riders by 20% or more, OR b) The benefits of the service or fare change[(s)] that will accrue to non-minority riders exceed the benefits that accrue to minority riders by 20% or more.

105 Attachment B

DISPROPORTIONATE BURDEN POLICY THRESHOLDS

This policy establishes a threshold for determining whether a given action has a disproportionate burden on low-income populations. The Disproportionate Burden Policy applies only to low-income populations that are not also minority populations. Per FTA Circular 4702.1B:

The policy shall establish a threshold for determining when adverse effects of [fare/]service changes are borne disproportionately by low-income populations. The disproportionate burden threshold defines statistically significant disparity and may be presented as a statistical percentage of impacts borne by low- income populations as compared to impacts borne by non-low-income populations…. The disproportionate burden threshold must be applied uniformly…and cannot be altered until the next [TitleVI] program submission. At the conclusion of the analysis, if the transit provider finds that low-income populations will bear a disproportionate burden of the proposed [fare/]service change, the transit provider should take steps to avoid, minimize or mitigate impacts where practicable. The provider should describe alternatives available to low-income populations affected by the [fare/] service changes.

The analysis shall be conducted for: a) All major service changes, as defined in Metrolink’s Major Service Change Policy. b) Any increase or decrease in fares which is not exempt under FTA Circular 4702.1B, e.g., a promotional or temporary fare reduction.

Service or fare changes are determined to create a disproportionate burden if [,cumulatively]: a) The adverse effects of the service or fare change[(s)] that will be borne by low- income riders exceeds the adverse effects borne by non-low-income riders by 20% or more, OR b) The benefits of the service or fare change[(s)] that will accrue to non-low-income riders exceeds the benefits that accrue to low-income riders by 20% or more.

106

SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY

TRANSMITTAL DATE: April 5, 2013

MEETING DATE: April 12, 2013 ITEM 23

TO: Board of Directors

FROM: Chief Executive Officer

SUBJECT: Cooperative Agreement for San Clemente Wayside Warning Horns and Associated Pedestrian Grade Crossing Improvements Project

Issue

A cooperative agreement between Southern California Regional Rail Authority (Authority) and Orange County Transportation Authority (OCTA) is needed to implement the installation of wayside train approach warning horns and associated pedestrian grade crossing improvements at seven (7) locations in San Clemente (the “Cooperative Agreement”). The total cost to the Authority of the work contemplated by the Cooperative Agreement is $4.2M. OCTA will advance funds to the Authority sufficient to begin and continue the projects and ultimately reimburse the Authority for all of its costs and expenses incurred under the Cooperative Agreement.

Recommendation

The Safety and Operations Committee recommends the Board approve the draft Cooperative Agreement (contained in Attachment A) and authorize the Chief Executive Officer, subject to further negotiations of any remaining terms and conditions, to execute the Cooperative Agreement on behalf of the Authority.

Committee Review

The Safety and Operations Committee reviewed and approved this item at its meeting held on March 22, 2013.

Alternatives

The Board of Directors may:

1) Direct staff to make proposed changes to the material terms of Attachment A and resubmit to OCTA for renegotiation; or

2) Decline to authorize the Chief Executive Officer to conclude negotiations and execute the final version of the Cooperative Agreement.

One Gateway Plaza, 12th Floor, Los Angeles, CA 90012 107 Cooperative Agreement for San Clemente Wayside Warning Horns and Associated Pedestrian Grade Crossing Improvements Project Transmittal Date: April 5, 2013 Meeting Date: April 12, 2013 Page 2

Background

The City of San Clemente has proposed that wayside warning horns be installed at seven (7) at-grade pedestrian crossings to warn the public of approaching trains. A cooperative agreement between the Authority and OCTA has been drafted to implement the installation of wayside train approach warning horns and associated pedestrian grade crossing improvements at seven (7) locations in San Clemente. This Cooperative Agreement (Attachment A) will address project scope, responsibilities and provision of full funding from OCTA to the Authority for its staff and contractor costs in support of the required installation and improvements. The crossings are located at the San Clemente Beach Trail between mileposts (MP) 204 and 206 on the Orange subdivision. Once the wayside horns are operational, train horn noise may be reduced, resulting in a quieter environment for local residents.

OCTA is providing $4.2M in funding for the wayside horn installation, partially through a state grant. Upon execution of this agreement, OCTA will provide an advance of 50% ($2.1M) from Measure M funds to the Authority for cash flow. OCTA will provide additional advance funding as necessary on a bi-monthly basis to provide an operational cash flow for the Authority to meet its obligations under this Agreement without the need for the Authority to invest its own funds. Extremely limited street access, environmental concerns with working outside the railroad right-of-way (ROW) and prompt commencement of the work to meet grant funding requirements have led OCTA to request the Authority implement the wayside warning horns and associated pedestrian grade crossing improvements.

At this time, OCTA wishes to enter into a reimbursable cooperative agreement with the Authority and implement the project scope with the Authority contractors performing the required installation and improvements. This cooperative agreement will provide compensation to the Authority for its staff and contractor costs in support of the project.

Therefore, the Safety and Operations Committee recommends the Board approve the draft Cooperative Agreement (contained in Attachment A) and authorize the Chief Executive Officer, subject to further negotiations of any remaining terms and conditions, to execute the Cooperative Agreement on behalf of the Authority.

Budget Impact

All of the Authority’s costs and expenses incurred under the Cooperative Agreement will be reimbursed by OCTA. There is no ultimate budget impact.

Prepared by: Andy Althorp, Senior Civil Engineer Patricia Watkins, Assistant Director, Public Projects William Doran, Director, Engineering and Construction

MICHAEL P. DePALLO Chief Executive Officer

108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125

SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY

TRANSMITTAL DATE: April 5, 2013

MEETING DATE: April 12, 2013 ITEM 24

TO: Board of Directors

FROM: Lia McNeil-Kakaris, Assistant Director, Contracts and Procurement

SUBJECT: Approval of Evaluation Criteria – Request for Proposal No. E740-13 – On-Call Professional Engineering Design and Support Services

Issue

Proposed evaluation criteria have been developed to initiate the competitive process to retain a bench of qualified consultants to provide on-call professional engineering design and support services.

Recommendation

The Safety and Operations Committee recommends the Board approve the proposed evaluation criteria detailed in Attachment 1 and specifying a weighting of 100% to prequalify and retain a bench of firms to provide on-call professional engineering design and support services. The proposed criteria are consistent with the Board-adopted policy and statutory requirements, which mandate the use of an exclusively qualifications-based selection process to award architectural and engineering (A&E) professional service contracts.

Committee Review

The Safety and Operations Committee reviewed and approved this item at its meeting held on March 22, 2013.

Alternative

The Board may:

1) Request modifications to the proposed evaluation criteria; or

2) Delay or direct staff not to move forward with this solicitation.

Background

In 2008, the Board approved award of Contract No. E737-08 for On-Call Professional Engineering Design Services to three (3) consultants: J.L. Patterson and Associates, Inc., AECOM USA, Inc., and HDR Engineering Inc. The contracts were awarded for an initial term of

One Gateway Plaza, 12th Floor, Los Angeles, CA 90012 126 Approval of Evaluation Criteria – Request for Proposal No. E740-13 – On-Call Professional Engineering Design and Support Services Transmittal Date: April 5, 2013 Meeting Date: April 12, 2013 Page 2

three (3) years with one (1) two-year option. Because of vendor concessions approved by the Board on April 23, 2010, the three (3) contracts were extended to four (4) years at reduced rates with one (1) two-year option that may be exercised at the sole discretion of the Authority. The contracts with J.L. Patterson and Associates, Inc., and AECOM USA, Inc. will expire on May 31, 2014 and the contract with HDR Engineering Inc. will expire on August 14, 2014. The Authority would like to establish a new bench for on-call professional engineering design service consultant(s).

The Engineering and Construction Department anticipates a wide variety of small and large projects over the course of the next five (5) years, including grade crossing safety improvements, mainline track and siding extensions, station construction and expansions, and third party projects. Engineering services would also be required and related to providing independent design reviews, checks and audits of the work products produced by other consultants.

In accordance with Board-approved Contract Administration and Procurement policy CON-10, Competitive Procurement, the contract will be awarded based solely on qualifications to the highest-ranked firms consistent with the requirements of Federal and State laws. After the Board approves the rank listing of qualified firms, the labor and overhead rates will be negotiated. An independent audit firm will review the proposed labor and overhead rates to determine if they are fair and reasonable. If staff is unable to negotiate an acceptable contract with the highest ranked firm, those negotiations will be terminated and negotiations will be opened with the next highest ranked firm.

Under this bench of contracts, work will be released via contract task orders (CTOs) on an as- needed basis. Staff has successfully used a CTO process to manage previous on-call professional engineering design services contracts in the past; it has enabled them to define the required task and control associated costs.

The period of performance of the resulting contract is proposed to be three (3) years with one (1) two-year option for a not-to-exceed amount of $10,000,000 for the base period for each of the bench firms.

Staff has developed evaluation criteria outlined below and detailed in Attachment 1 of this staff report. The proposed criteria were developed to secure a firm experienced in engineering design and support services in a commuter/freight rail environment.

Evaluation Criteria

Qualifications of Prime Consultants/Sub-Consultant 35% Qualifications of Key Staff of Prime/Sub-Consultants 20% Project Management Approach 15% Oral Presentation/Interview 30%

127 Approval of Evaluation Criteria – Request for Proposal No. E740-13 – On-Call Professional Engineering Design and Support Services Transmittal Date: April 5, 2013 Meeting Date: April 12, 2013 Page 3

Budget Impact

Approval of evaluation criteria has no budget impact. Funding for these services will be requested in the FY2013-14 Capital Budget and by third party reimbursable funds.

Prepared by: William Doran, P.E., Director, Engineering and Construction Naresh Patel, P.E., Assistant Director, Standards and Design Lia McNeil-Kakaris, Assistant Director, Contracts and Procurements

MICHAEL P. DePALLO Chief Executive Officer

128 Approval of Evaluation Criteria – Request for Proposal No. E740-13 – On-Call Professional Engineering Design and Support Services Transmittal Date: April 5, 2013 Meeting Date: April 12, 2013 Page 4

ATTACHMENT 1 Request for Proposal E740-13 On-Call Professional Engineering Design Services Proposed Evaluation Criteria

Proposals will be evaluated based on the following:

Criteria Weight

Qualifications of Prime Consultants/Sub-Consultants 35%

 Demonstrated technical expertise and ability to manage and produce 10% practical design solutions for commuter and freight rail design and operation that meet Authority, local, State and Federal standards and requirements  Demonstrated relevant and specific experience in performing track, grade 5% crossing, station, building and bridge design, design review and associated engineering services for the rail industry  Demonstrated understanding of planning, design, construction and 5% maintenance of existing and new railroad infrastructure  Record of satisfactory past performance by the prime consultant and sub- consultants, and production of quality products on Authority, member 10% agency, and/or other heavy rail projects  Sub-consultants technical expertise and experience on commuter and 5% freight railroad design

Qualifications of Key Staff of Prime/Sub-Consultants 20%

 Expected role, responsibility, and availability of Project Manager and key 8% staff proposed by prime consultant and Sub-consultants  Qualifications and experience of proposed Project Manager and key staff 7% in the fields of, railroad and commuter rail facilities design, construction and maintenance  Consultant demonstrated sufficient capacity to handle anticipated 5% Authority projects in addition to consultant’s current workload, and to provide resources on short notice.

Project Management Approach 15%

 Proposed project organization chart and proposed roles for prime 5% consultant and sub-consultants  Project Management Plans that outlines the steps necessary to complete 5% projects on time, on budget, and to the specified scope and requirements of the project

129 Approval of Evaluation Criteria – Request for Proposal No. E740-13 – On-Call Professional Engineering Design and Support Services Transmittal Date: April 5, 2013 Meeting Date: April 12, 2013 Page 5

 Quality Assurance/Quality Control Plan that govern design services 5%

Oral Presentation/Interview 30%

 Presentation to demonstrate technical expertise, experience and 10% capabilities needed for SCRRA projects  Presentation of plan to manage on-call projects and meet schedules, 5% scope and budgets  Demonstrated approach to performing design review for a typical SCRRA 5% design or third party SCRRA project  Role of the Project Manager and key staff in presentation 5%  Responsiveness to questions 5%

130

SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY

TRANSMITTAL DATE: April 5, 2013

MEETING DATE: April 12, 2013 ITEM 25

TO: Safety and Operations Committee

FROM: Chief Executive Officer

SUBJECT: Contract No. MS214-09 – Request for Increase to FY2012-13 Contract Authorization for Track and Structures Maintenance – Veolia Transportation Maintenance and Infrastructure, Inc.

Issue

An increase in contract authorization is needed to fulfill Southern California Regional Rail Authority (Authority) commitments to support third-party projects scheduled to start in FY2012-13.

Recommendation

The Safety and Operations Committee recommends the Board approve and authorize the Chief Executive Officer to increase the FY2012-13 annual contract authorization for Contract No. MS214-09 with Veolia Transportation Maintenance and Infrastructure, Inc. (VTMI) by $4,300,000 for a not-to-exceed contract authorization of $20,485,710.

Alternatives

The Board may:

1) Decline to increase the annual contract authorization; or

2) Direct staff to renegotiate work schedules with funding agencies to defer the work.

Background

The Authority’s FY2012-13 annual contract authorization with VTMI is currently $16,185,710, which includes $9,185,710 for operating maintenance and $7,000,000 for support of capital construction and reimbursable projects. At this time, approximately $200,000 of this authorization remains for capital and reimbursable work. The amount is not sufficient to fulfill the Authority’s commitments to support reimbursable third party projects scheduled to start in FY2012-13, for which the value of the work will exceed the remaining available budget by $4,300,000.

This increase in contract authorization will be used to issue contract task orders (CTOs) to support recollectable projects on behalf of third parties and freight railroads for grade crossing

One Gateway Plaza, 12th Floor, Los Angeles, CA 90012 131 Contract No. MS214-09 – Request for Increase to FY2012-13 Contract Authorization for Track and Structures Maintenance Transmittal Date: April 5, 2013 Meeting Date: April 12, 2013 Page 2 upgrades, grade separations, track maintenance, and right-of-way and property maintenance services. The work is authorized under CTOs dependent on project funding.

One of the projects in particular is the installation of wayside warning horns to be installed at seven (7) at-grade pedestrian crossings in San Clemente to warn the public of approaching trains. The crossings are located at the San Clemente Beach Trail between mile posts (MP) 204 and 206 on the Orange subdivision. Due to extremely limited street access, environmental concerns with working outside the railroad right-of-way (ROW) and prompt commencement of the work to meet grant-funding requirements have led OCTA to request the Authority implement the wayside warning horns. VTMI will be providing all the grade crossing improvements for this wayside horn project. This work is estimated to be approximately $2,900,000, which will be reimbursable by OCTA under a state grant for $4.2 million.

The other two projects that VTMI will be working on are the ARTIC Transportation Center in Anaheim for which SCRRA will be providing track work assistance for approximately $700,000, and the City of Glendale’s Grade Crossing Improvements for installation of track work at the Grandview Avenue crossing which is also estimated at $700,000.

The Safety and Operations Committee therefore recommends the Board approve and authorize the Chief Executive Officer to increase the current FY2012-13 annual contract authorization with VTMI by $4,300,000.

Budget Impact

There is no budgetary impact to the FY2012-13 budget as the requested increase in authorization is funded through reimbursable agreements with third party agencies.

Prepared by: William Doran, Director, Engineering and Construction Patricia Watkins, Assistant Director, Public Projects Andy Althorp, Senior Civil Engineer Lia McNeil-Kakaris, Assistant Director, Contracts and Procurement

MICHAEL P. DePALLO Chief Executive Officer

132 Item No. 26

System Safety Update

March 22, 2013 Safety and Operations Committee

Cumulative On-duty Reportable Injuries (Class A) 2011 to February 28, 2013

1

133 Item No. 26

Number of Reported On-duty Employee Injuries per 200,000 Hours Worked (Class A) January – December 31, 2012

2

Grade Crossing Accidents By Type 2011 to February 28, 2013

Total 10 10 1

Total 6 12 3

3

134 Item No. 26

Grade Crossing Accidents by Type & Line 2011 to Feb. 28, 2013

Total

6 12 3

Total 7 4 4 1 3 2 4

Non-Grade Crossing Accidents by Type 2011 to February 28, 2013

Total 12 27 2

Total 26 14 1

5

135 Item No. 26

Non-Grade Crossing Accidents by Type & Line 2011 to Feb. 28, 2013

Total 26 14 1 Total 5 7 1 8 3 10 7 6

7

136 Item No. 26

Peer Review Recommendations

• Reinstate Original Strategic Safety Leadership Team (Issue 1)

• Develop Long-Term, Measureable Safety Goals (Issue 1)

• Perform an Organizational Assessment (Issue 2)

• Develop an SCRRA Strategic Plan (Issue 7)

• Implement Panel’s Board Governance Recommendations (Issue 8)

8

Peer Review Recommendations Safety Improvement

• Enhance SCRRA’s System Safety Program Plan (Issue 3)

• Improve Operations Testing Programs and acquire an electronic

device to conduct efficiency testing in the field (Issue 4)

9

137 Item No. 26

APTA Safety Audit

American Public Transportation Association

• April 4,- April 12, 2013

• APTA Rail Safety Management Program  System Safety Program Plan Development  Program Assessment  Audit  Program Evaluation

10

Safety Categories

Safety Management and Safety Program Safety Engineering Safety Assurance Administrative Requirements Implementation Techniques and Analysis

Goals and Objectives are Margin of Safety is Maintained Identification, Measurement and Policy Statement, Purpose and implemented through Policies and over System Life Scope, Goals Procedures Control of System Risk Facilities Maintenance and System Change Management Inspection Identifiable and Attainable Hazard Management Process Objectives Vehicle Maintenance, Inspection Configuration Management and Repair System Accident/Incident Reporting and Standards/Design Control Description/Organizational Investigation Structure, Plan Control and Rules and Procedures Review Update System Modification‐New Safety Data Acquisition and Processes/Equipment Training and Certification Analysis Safety Contract Requirements Quality Assurance/Quality Control Interface Emergency Planning and Response Loss Prevention and Control Safety Certification

Workplace Safety Program Fire Safety Analysis Document Control

Passenger and Public Safety Internal Safety Management Casualty Management Review Environmental Management Programs

11

138 Item No. 26

Benefits

• Strengthen safety throughout the organization

• Enhance safety within contractor environment

• Ability to demonstrate a healthy safety culture

• Opportunity to reduce cost of insurance premiums

• Continuous development of System Safety Program Plan

12

139 Item No. 27

On-Time Performance February 2013

March 22, 2013 Safety and Operations Committee

2013 YTD System-Wide On-Time Performance

100% 99.55%

99% 98.25% 97.99% 97.92% 97.73% 97.93% 98% 97.50% 97.16% 97% 96.10% 96.19% Goal 95.65% 95.74% 96% 95.53% 95.26% 95% 94.44% Jan‐13 94.27% 94.32% Feb‐13 94% 93.78%

93%

92%

91%

90% Ventura Antelope San Riverside Line Orange IEOC Line 91 Line Burbank System‐wide County Valley Bernardino County Connections

1

140 Item No. 27

February On-Time Performance Weekdays

100% 99.55%

99% 98.25% 97.92% 98% 97.50%

97%

Goal 95.69% 96% 95.52%

95% 94.44% 93.86% 93.82% 94%

93%

92%

91%

90% Ventura County Antelope Valley San Bernardino Riverside Line Orange County IEOC Line 91 Line Burbank Total System‐ Connections wide

2

February On-Time Performance Weekends

102%

100.00% 100%

98% 97.06% 96.88% Goal 96.38% 96%

94% 93.06%

92%

90%

88% Antelope Valley San Bernardino Orance County IEOC Line Total System‐wide

3

141 Item No. 27

February On-Time Performance Weekday/Weekend Combined

100% 99.55%

98.25% 97.92% 97.73%

Goal 95.65% 95.74%

95% 94.27% 94.44% 93.78%

90% Ventura Antelope Valley San Bernardino Riverside Orange County IEOC Line 91 Line Burbank Total System‐ Connections wide

4

February Delays > 20 Minutes by Cause

Operations ‐ Passenger 2% Operations ‐ Amtrak Engineering – 7% Signals & Comm. 12%

Engineering – Track Operations ‐ Other 19% 26%

Mechanical – Locomotive 19% Operations ‐ Dispatch 5% Mechanical ‐ Train 3% Mechanical ‐ Other 7%

5

142 Item No. 27

February Delays > 20 Minutes by Line

15

12

10 10 9

5 5 4

2

0 Antelope Valley San Bernardino Riverside Orange County 91 Line IEOC Line

6

Total Trains Delayed Due to Mechanical Failures

Including Cascades Not Including Cascades 70

63 61 60 53

50 43 45 40 41 Goal 33 37 32 30 29 Train Delays 27 29 28 27 20 23 24 22 15 19 18 10 18 10 13 9

0

7

143 Item No. 27

MMBF by Locomotive Type (Mean Miles Between Failures)

30,000 Annual mileage 48,971 (per year)

25,000 1 failure 48,971

20,000 2 failures 24,486

3 failures 16,324 15,000

4 failures 12,243

10,000

F59PH F59PHI MP36 F59PHR Fleet 5 failures 9,794

5,000 6 failures 8,162

8

144