BOARD OF DIRECTORS MEETING

Revised 12/10/14 See Item No. 11 SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY BOARD OF DIRECTORS MEETING FRIDAY, DECEMBER 12, 2014 10:00a.m. LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY (METRO) BOARD ROOM 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. The Chair reserves the right to discuss the items listed on the agenda in any order. Southern California Regional Rail Authority Consent Calendar Matters (Items 25-30) 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 holmank@scrra.net 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, 12 th 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 4 (Public Comment), and will be subject to the same guidelines as noted above. One Gateway Plaza, 12 th Floor, Los Angeles, CA 90012

Page 2 1. Call to Order 2. Pledge of Allegiance 3. Roll Call 4. Public Comment REGULAR CALENDAR 5. Approval of Consent Calendar Consent Calendar Items 25-30 listed at the end of the agenda. 6. Adoption of Board and Committee Meeting Dates for Calendar Year 2015 In an effort to maintain a regular meeting schedule for Board and Committee meetings and to avoid schedule conflicts as much as possible, staff has prepared a meeting schedule for calendar year 2015. Staff recommends the Board approve and adopt the 2015 Board and Committee meeting schedule, as detailed in Attachment 1 of the staff report. There is no budgetary impact with the Adoption of the 2015 Board and Committee meeting schedule. Page 1 7. Contract No. SP418-15 Development of Authority Transit Asset Management Plan Recommendation to Award CH2M Hill, Inc. A qualified firm is needed to provide assistance in the development of the Authority Transit Asset Management Plan (TAMP), to meet Federal Transit Administration (FTA) requirements. This contract will support the Authority s asset management effort by establishing a transit asset baseline, developing goals, developing performance measures, analyzing gaps, analyzing systems, and preparing the TAMP report. Staff recommends the Board approve and authorize the Chief Executive Officer to award Contract No. SP418-15 Development of Authority Transit Asset Management Plan to CH2M Hill, Inc. (CH2M Hill) for a not-to-exceed contract funding authorization amount of $292,920. The contract term will be one year. This award is subject to resolution of any protest timely filed. Funding is available in the FY2013-14 Rehabilitation budget which includes grants from the FTA. Additional funding is also available in the FY2012-13 Rehabilitation budget for this project. Page 4

Page 3 8. Contract No. MS240-12 Flagging and Inspection Support Services Exercise Option and Increase Contract Funding Authorization J.L. Patterson & Associates, Inc. Flagging and inspection support services are required to ensure compliance with Southern California Regional Rail Authority (Authority) standards, railroad engineering criteria, Federal Railroad Administration (FRA) rules and regulations, California Public Utilities Commission (CPUC) clearance and other requirements, to protect Metrolink service operation, employees, and others working within the right-of-way. Flagging and support services will be required to support the I-5 widening/empire Avenue grade separation, Valley Ventura Grade Crossing Improvements, the Vincent Siding, several third party projects and other requests as needed. Staff recommends the Board approve and authorize the Chief Executive Officer to amend Contract No. MS240-12 for Flagging and Inspection Support Services with J.L. Patterson & Associates, Inc. (JLP) to exercise the two-year option to extend the period of performance from April 1, 2015 to March 31, 2017 and increase the contract funding authorization by $6,000,000 for a new total not-to-exceed contract funding authorization amount of $17,600,000. Flagging and inspection support services will be funded by various project funding sources and recollectable funding from local agencies, utilities, and/or other third party construction projects on or adjacent to the right-of-way. Page 7 9. Contract No. MS222-09R Communications and Signals Maintenance Services - Exercise of Option Mass Electric Construction Company The communications and signals maintenance services contract with Mass Electric Construction Company (MECC) will expire on December 31, 2015. Implementation of the four-year option will ensure seamless continuation of communications and signals maintenance services. Under this contract, MECC provides regular inspection, testing and repairs to the railroad signal and communications specialized systems infrastructure and facilities, performs preventative maintenance functions and special supplementary maintenance tasks to support capital and rehabilitation work which involves routine railroad maintenance operations, and provides training required by the Federal Railroad Administration (FRA) to maintain a qualified work force throughout the life of the contract. Staff recommends the Board authorize the Chief Executive Officer to notify MECC of the Authority s intent to exercise the four-year option under Contract No. MS222-09R and execute an amendment to extend the end date of the contract to December 31, 2019. The current FY2014-15 Operating budget for MECC services was approved by the Board in June in the amount $13,899,942 for the annual operating maintenance and $1,500,000 for support of capital, rehabilitation, and third party projects. This action does not impact this operating budget for FY2014-15 but funding will be requested in the FY2015-16 and in subsequent Operating Budgets. Page 9

Page 4 10. Contract No. MS257-15 On-Call Services for Rail Equipment Accident Repairs Recommendation to Award Alstom Inc., A&A Fleet, CG, Inc. and Complete Coach Works A bench of qualified firms is needed for rail equipment accident repairs. By establishing a bench contract, the Authority has the ability to request the approved vendors provide estimates for the repair of each of the damaged cars on the basis of the fixed unit rates and markups provided with their bid. Work would be released to the vendor that provides the most reasonable price for repairs of each car. The intent is to repair the damaged cars as soon as possible so the cars can be returned to service. Staff recommends the Board approve and authorize the Chief Executive Officer to award Contract No. MS257-15 for On-Call Services for Rail Equipment Accident Repairs as a bench contract for a not-to-exceed contract funding authorization amount of $10,000,000 as follows: MS257-15A - Alstom Inc., MS257-15B - A&A Fleet, MS257-15C - CG, Inc., and MS257-15D - Complete Coach Works The contract term will be for five years. This award is subject to resolution of any protest timely filed. Frequently, costs of repairs to cars damaged in accidents on the right-of-way are reimbursable from third parties. Typically, the Authority must first pay for the repairs and then be reimbursed, either through an insurance claim, litigation or restitution claim. Funding for repairs that are not recollectable are included in the annual claims budget. Page 11 11. Contract No. MS190-03 Ticket Vending Machine and Central Maintenance System Maintenance Extend Period of Performance and Increase Contract Funding Authorization ACS Transport Solutions, Inc. Continued maintenance activities and rehabilitation work are necessary to ensure fare collection system reliability and sustainability while the viability of new technology is evaluated. An extension of Contract No. MS190-03 to March 31, 2015 will enable staff to continue negotiations with Xerox for a new TVM maintenance contract. In addition, staff is pursuing multiple parallel strategies to address TVM performance including upgrades to the TVM fleet, which is being accomplished under separate Contract No. H1651-15, and a mobile ticketing solution, which is being accomplished under a separate Request for Proposal (RFP) process. Staff recommends the Board approve and authorize the Chief Executive Officer to amend Contract No. MS190-03 with ACS Transport Solutions, Inc. (ACS/Xerox) to: extend the period of performance for three months from December 31, 2014 to March 31, 2015, and increase the contract funding authorization by $600,000 and additional three one-month options for $200,000 each month for a new total not-to-exceed

Page 5 contract funding authorization amount of $32,101,053. Funding for the TVM and CMS maintenance and support is available in the FY2014-15 Operating Budget. 1) Extend the period of performance for three months from December 31, 2014 to March 31, 2015, and increase the contract funding authorization by $600,000 and additional three one-month options for $200,000 each month and; 2) Increase contract funding authorization in the amount of $500,000 for costs associated with repairs to the eighteen (18) vandalized ticket vending machines for a new total not-to-exceed contract funding authorization amount of $32,601,053. Funding for the TVM and CMS maintenance and support is available in the FY2014-15 Operating Budget. Page 14 12. Approval of Procurement Process and Evaluation Criteria Request for Proposal No. H1657-15 Ticket Vending Machines Proposed evaluation criteria has been developed to initiate a competitive process to include an industry review to retain a technically qualified firm to provide ticket vending machines. To accomplish these requirements, staff is currently considering several options to either purchase, lease, or pursue a Public-Private-Partnership (P3) TVMs. The selected option will be evaluated through the procurement and staff will make the recommendation to the Board as to which method they feel provides the best value to the Authority. Staff recommends the Board approve a proposed procurement process and relevant evaluation criteria detailed in Attachment 1, specifying a weighting of seventy percent (70%) for technical qualifications and thirty percent (30%) for cost, to retain a firm for ticket vending machines for Metrolink s system. The proposed criteria are consistent with the Board-adopted Contract Administration and Procurement Policies and Procedures CON-7, Technical and Cost Criteria Weights. Approval of evaluation criteria has no impact on the current fiscal year budget. Funding for this project will be included in the FY2015-16 annual budget and subsequent budgets for the additional years. Page 16 13. Fare Collection Services Department Position Request The Fare Collection Services (FCS) Department is requesting budget approval for 2 full-time positions for FCS Specialists. The FCS Department will not be able to provide required vendor/station audit oversight and revenue reporting services without adequate staffing which includes these positions. FCS hours resources are based on 1,760 hours per Full-time employee (FTE). Today, the department has 7,040 hours available versus the 11,352 in required tasks and available hours. To adequately support all FCS tasks, 5.6 FTEs are needed to adequately staff the FCS department. Staff recommends the Board approve the request for 2 additional FCS Specialists for a not-to- exceed budget amount of $200,000. The budget impact for two positions for

Page 6 one year is approximately $200,000 for both positions including estimated fringe benefits. Funding for the additional staff was not included in the FY2014-15 Operating Budget, but will be funded with budget reductions from other areas. Page 21 14. State and Federal Legislative Update Staff will provide an update on current legislative issues in State and Federal Government Affairs. The Board may receive and file this report. There is no immediate budget impact as a result of this update. Page 26 15. Adoption of the 2015 Federal and State Legislative Program Each year the Board adopts a legislative program to establish the Authority s priorities and guide advocacy efforts in Sacramento and Washington D.C. Staff has prepared the 2015 legislative platform for consideration by the Board. This draft legislative program is based upon the Board s existing policy positions, previous advocacy efforts, and anticipated issues arising in 2015. Staff recommends the Board adopt the 2015 Federal and State Legislative Program. The legislative program will be the blueprint for advocacy efforts during the 2015 legislative session. The legislative program could impact actions towards obtaining federal and state funding. Page 28 16. Governance Options Report At the July 11, 2014 Board Strategic Plan Workshop, a Governance Ad Hoc Committee was appointed to consider options for improving the governance of the Authority and report back to the Board regarding those options. The Governance Ad Hoc Committee recommends the Board discuss and give direction regarding the governance options presented. Depending on which options are chosen by the Board, their budget impact will be determined in follow-up actions and reported back to the Board before implementation. Page 43 17. Enhanced Incident Response Communications and Fare Enforcement Efforts At its November 14, 2014 meeting, the Board directed staff to bring back additional information regarding the Authority s communications protocols during incidents on the Metrolink system. In addition, an enhanced fare enforcement program was put into effect on the Antelope Valley Line involving assistant conductors, the Los Angeles County Sheriff s Department, Authority security and customer engagement

Page 7 representatives. The following report is intended to provide an update to the Board on both efforts, as well as lessons learned and recommendations for future action. The Board may receive and file this report. There is no budget impact as a result of this report. Page 61 18. Strategy to Support Locomotive Fleet Availability A comprehensive approach to increase locomotive reliability is needed. To improve locomotive reliability and availability for service, staff is pursuing a comprehensive approach to locomotive maintenance, rehabilitation, and replacement. This comprehensive approach includes: sustained locomotive maintenance; issuance of a solicitation for the Authority s vehicle maintenance contract; replacement of a portion of the existing locomotive fleet; rehabilitation of the remaining portion of the locomotive fleet; and exploration of an option to replace some of the locomotives, as well as expand the fleet. The Board may receive and file this report. There is no budget impact as a result of this status report. Page 75 19. Security Peer Review Results and Strategy Staff is submitting the complete report provided by American Public Transportation Association (APTA) peer review panel for review by the Board. The Board may receive and file this report. There is no budget impact as a result of this report. However, the costs for the peer review were $14,000 and were funded in the FY2014-15 Operating Budget. Page 79 20. FY2014-15 Rehabilitation Program Budget Staff will provide an update on the discussions with Los Angeles County Metropolitan Transportation Authority (Metro) regarding reinstating the rehabilitation program originally proposed for FY2014-15 (FY15) and the corresponding impact with the other four member agencies. There is no written document. The Board may receive and file this report. 21. Chief Executive Officer s Report Authority Update

Page 8 22. Chair s Comments 23. Board Members' Comments CLOSED SESSION 24. Closed Session a. CONFERENCE WITH LEGAL COUNSEL Anticipated Litigation Pursuant to Government Code Section 54956.9(d)(2) (1 potential case) b. Public Employees Discipline/Dismissal/Release Pursuant to Government Code Section 54957 CONSENT CALENDAR (As referenced in Item 5) 25. Approval of Meeting Minutes November 14, 2014 Staff recommends the Board approve the minutes of the November 14, 2014 Board of Directors Meeting. Page 93 26. Request to Amend Classification and Salary Plan Staff is proposing to revise the Southern California Regional Rail Authority Classification and Salary Plan previously approved by the Board at its June 27, 2014 meeting and amended by the Board on October 10, 2014. The Executive Management and Audit Committee recommends the Board amend two (2) current classification titles to more accurately describe the change in responsibilities for the existing classification of: FROM Director, System Safety Legal Assistant TO Director, System Safety and Security Senior Legal Administrator There is no immediate budget impact as a result of the recommended changes above. Page 110 27. Updates to Human Resources Policies and Procedures Staff is proposing to add Human Resources Policy and Procedure 1.2.6 (HR-1.2.6) Relocation Assistance. Reimbursement of relocation expenses is typically a recruitment tool when recruiting for executive or department level management

Page 9 positions or if a vacancy is considered a difficult-to-fill position because it requires a special set of skills, knowledge or expertise. The Executive Management and Audit Committee approved and recommends the Board approve the addition of one (1) new policy to the Human Resources Policies and Procedures. Page 129 28. Compensation Report FY2014-15 First Quarter Ended September 30, 2014 At its April 11, 2014 meeting, the Board amended Human Resource Policy 2.1 (HR- 2.1) to require staff to make quarterly and annual reports to the Board on compensation matters. Attachment A is a summary of the transactions that occurred during the FY2014-15 First Quarter and Attachment B is a more detailed report. The Board may receive and file this report. There is no immediate budget impact as a result of this status report. Page 136 29. Internal Audit Department Update The following status of audit activities of the Audit Department at Southern California Regional Rail Authority (Authority) is provided for informational purposes. The Board may receive and file this report. There is no immediate budget impact as a result of this status report. Page 145 30. Internal Audit Department Risk Assessment An Internal Audit Risk Assessment is presented to provide a basis for the selection of audits for the Annual Audit Plan Calendar Year 2015. Audits are recommended for inclusion in the Annual Plan based on the Risk Assessment. The Board may receive and file this report. There is no immediate budget impact as a result of this status report. Page 186 31. ADJOURNMENT