Peninsula Corridor Joint Powers Board Board of Directors Meeting 1250 San Carlos Avenue, San Carlos CA MINUTES OF NOVEMBER 1, 2018

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Peninsula Corridor Joint Powers Board Board of Directors Meeting 1250 San Carlos Avenue, San Carlos CA 94070 MINUTES OF NOVEMBER 1, 2018 MEMBERS PRESENT: MEMBERS ABSENT: J. Bruins, Chair; C. Brinkman, C. Chavez, D. Davis, J. Gee, G. Gillett, C. Stone, M. Zmuda, D. Pine None STAFF PRESENT: J. Hartnett, C. Mau, J. Cassman, T. Bartholomew, C. Boland, A. Chan, M. Bouchard, C. Fromson, J. Funghi, B. Grizard, C. Gumpal, D. Hansel, M. Jones, S. Murphy CALL TO ORDER / PLEDGE OF ALLEGIANCE Chair Bruins called the meeting to order at 10:30 a.m. and led the Pledge of Allegiance. ROLL CALL Acting District Secretary Gumpal called the roll. A quorum was present. PUBLIC COMMENT FOR ITEMS NOT ON THE AGENDA Vaughn Wolffe, Pleasanton, discussed the demand for more service and planning transit-oriented developments for the future. Vincent de Martel addressed the Board regarding bicycles on board and requested that the Board review the on-line petition being circulated. Jeremy, San Francisco, addressed the Board regarding theft of bikes on Caltrain. Adina Levin, Friends of Caltrain, spoke regarding her efforts to inform voters on how to vote on Proposition 6 and Measure W. Roland Lebrun, San Jose, addressed the Board regarding bikes on Caltrain. CONSENT CALENDAR Director Gillett recommended amending the regular Minutes October 4, 2018, Page 4, under the Transit and Intercity Passenger Rail Program Update, to read: Director Gillett commented that she hoped that the bike parking component could be flexible enough to accommodate bike-share parking, if necessary. Chair Bruins suggested an amendment to the same document on Page 3, under Public Comment, to read: Adina Levin, Friends of Caltrain, stated she hoped for eight-car consists sets rather than seven. Motion/Second: Stone/Gee Page 1 of 5

a. Approve Special Meeting Minutes of October 4, 2018 b. Approve Minutes of October 4, 2018, as amended on Pages 3 and 4. c. Approve 2019 Board Meeting Calendar d. Accept Statements of Revenues and Expenditures for September 2018 e. Receive Key Caltrain Performance Statistics September 2018 f. Receive State and Federal Legislative Update g. Receive Caltrain Business Plan Monthly Update October 2018 h. Adopt Resolution 2018-42, Award of Contract to Consolidated Engineering Labs for On-Call Special Inspection and Testing Services i. Authorize Disposition of Equipment j. Adopt Resolution 2018-43, Award of Contract for Printing and Delivery of Thermal and Non-Thermal Tickets to Canada Ticket, Inc. k. Adopt Resolution 2018-44, Approve Enrollment in the 100 Percent Renewable Electricity Service Option of the San José s Clean Energy Community Choice Energy Program REPORT OF THE CHAIR Chair Bruins complimented the Citizens Advisory Committee regarding the thoughtful comments on the Business plan. She asked staff to consider calendaring all of the Caltrain Business Plan workshops into the 2019 Board meeting calendar. REPORT OF THE CITIZENS ADVISORY COMMITTEE Brian Shaw, Chair of the Caltrain Citizens Advisory Committee (CAC), provided highlights of the meeting held recently. He noted the vacancy on the CAC for a member representing San Mateo County. Roland Lebrun, San Jose, suggested amendments to the CAC minutes. REPORT OF THE EXECUTIVE DIRECTOR Jim Hartnett, Executive Director, announced that Michelle Bouchard, Chief Operating Officer, Rail, had been named by the Railway Age, and Rail, Track and Structures, as a 2018 Women in Rail award recipient. He discussed Ms. Bouchard s background and congratulated her upon being selected for two prestigious awards. Peninsula Corridor Electrification Project Quarterly Report and Monthly Report for September 2018 John Funghi, CalMod Chief Officer, provided an update on the electrification project, displaying visuals of the work completed in various areas, including the placement of the transformers and static wire installations. He summarized other electrification contracts as well as the tunnel modification work. Director Gee commented in general on contingency funds as part of capital budgets and stated that the balance after drawing down on funds does not constitute extra funds in any given budget. Page 2 of 5

Roland Lebrun, San Jose, addressed the Board on details of the CalMod project. Monthly Report on Positive Train Control System Michelle Bouchard, Chief Operating Officer, Rail, referred to her written report on the progress to date and added that there are two pending grant applications with the Federal Rail Administration of approximately $5 million, amounting to the funding gap for the project. She stated the project has proceeded on budget with no change orders and only five remaining on-board installations, which were scheduled at the end of November. ADOPT THE CALTRAIN FARE POLICY Michelle Bouchard, Chief Operating Officer, Rail, recalled at the last Board meeting a lengthy discussion regarding the need to establish a Caltrain fare policy and general goals for the Board for the policy. Based on that discussion, Ms. Bouchard presented a draft policy for board consideration in anticipation of proposed approval in December. She noted that the policy would provide the necessary framework and strategies for establishing future fare adjustments. Chair Bruins referenced the red-lined version of the draft policy for ease of discussion. Further, Ms. Bouchard reviewed the four main components of the policy, all of equal importance: Financial Sustainability, Equity, Customer Experience, and Ridership. She reviewed the thought process behind each draft component and discussed the next steps that would be required in moving the policy from draft to final. Finally, she stated that in order to complete the process, adoption of an updated Codified Tariff would be necessary. Adina Levin, Friends of Caltrain, commented on several aspects of the draft policy, noting that federal standards did not address excluded riders, agreed with the customer experience goal supporting regional integration, and suggested another review of the policy after electrification to ensure its goals match the Business Plan. Andy Chow, Redwood City, believed the policy lacked specificity and that it should include minimum partner-agency subsidies. Jeff Carter, Millbrae, provided written comments and asked that the policy be reviewed by the Caltrain Citizens Advisory Committee. Board members provided lengthy and extensive commentary on all four components of the draft policy. Ms. Bouchard thanked the Board for its commentary and promised to bring the policy back for proposed adoption at a future meeting. Director Zmuda requested a separate review of the comprehensive access policy at a future meeting. AUTHORIZE EXECUTION OF CHANGE ORDER TO THE PENINSULA CORRIDOR ELECTRIFICATION PROJECT CONTRACT WITH BALFOUR BEATTY FOR DESIGN OF POLE Page 3 of 5

CHANGES REQUESTED BY CALIFORNIA HIGH SPEED RAIL AUTHORITY Stacy Cocke, Deputy Director, CalMod Project, addressed the Board and provided details of the change order which was requested and funded by the California High Speed Rail Authority. Chair Bruins requested that an exhibit be attached to the Resolution with more specific information related to the change order. Approved by Resolution 2018-47 Motion/Second: Gee/Stone AUTHORIZE AMENDMENT TO CONTRACT WITH PROVEN MANAGEMENT, INC. FOR THE TUNNEL MODIFICATIONS AND TRACK REHABILITATION PROJECT FOR PENINSULA CORRIDOR ELECTRIFICATION PROJECT TO INCLUDE THE OVERHEAD CATENARY SYSTEM OPTION AND INCREASE CONTRACT AMOUNT Liria Larano, Deputy Chief Officer, CalMod, recommended Board approval of an amendment to the contract for tunnel modification work with Proven Management, Inc. in the amount of $16.6m. Ms. Larano stated the change order would allow for the installation of the overhead catenary system in four tunnels in San Francisco and noted it was also approved by the Change Management Board. Approved by Resolution 2018-45 Motion/Second: Stone/Pine AWARD OF CONTRACTS FOR ON-CALL GENERAL ENGINEERING DESIGN SERVICES Julie Taylor, Director of Contracts and Procurement, recommended award of a contract to Aecom Technical Services, Inc. and HNTB Corporation for On-call general engineering design services for $25,700,000 for a five-year term. Director Chavez announced her recusal from the vote due to a potential conflict of interest. Approved by Resolution 2018-46 Motion/Second: Davis/Brinkman Ayes: Brinkman, Davis, Gee, Gillett, Pine, Stone, Zmuda, Bruins Absent: Chavez (Recused) ADOPT A TRANSIT ASSET MANAGEMENT POLICY This item was deferred to the December, 2018 meeting. CORRESPONDENCE Correspondence was received and posted on line. BOARD MEMBER REQUESTS Director Stone wished everyone a Happy Thanksgiving. Chair Bruins thanked board members for their thoughtful work and robust discussions on several agenda items. Page 4 of 5

GENERAL COUNSEL REPORT Legal Counsel Cassman reported that the Board held a Special Meeting earlier that morning to discuss the following items in Closed Session, on which no action was taken:. Conference with Legal Counsel Anticipated Litigation Significant exposure to litigation Government Code section 54956.9(d)(2): One case, and Initiation of litigation pursuant to Government Code Section 54956.9(d)(4): One potential case DATE/TIME OF NEXT REGULAR MEETING: Thursday, December 6, 2018 at 10:00 a.m. San Mateo County Transit District Administrative Building, 2 nd Floor, 1250 San Carlos Avenue, San Carlos, CA 94070 ADJOURN The meeting adjourned at 12:38 p.m. An audio/video recording of this meeting is available online at www.caltrain.com. Questions may be referred to the Board Secretary's office by phone at 650.508.6279 or by email to board@caltrain.com. Page 5 of 5