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BOARD OF DIRECTORS F E B R U A R Y 2 7, 2 0 1 5

SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY BOARD ROSTER SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY County Member Alternate Orange: Shawn Nelson (Chair) Jeffrey Lalloway* Supervisor, 4 th District Mayor Pro Tem, City of Irvine 2 votes County of Orange, Chairman OCTA Board, Chair OCTA Board Gregory T. Winterbottom Public Member OCTA Board Todd Spitzer* Supervisor, 3 rd District County of Orange OCTA Board Riverside: Daryl Busch (Vice-Chair) Andrew Kotyuk* Mayor Council Member 2 votes City of Perris City of San Jacinto RCTC Board, Chair RCTC Board Karen Spiegel Council Member City of Corona RCTC Board Debbie Franklin* Mayor City of Banning RCTC Board Ventura: Keith Millhouse (2 nd Vice-Chair) Brian Humphrey Mayor Pro Tem Citizen Representative 1 vote City of Moorpark VCTC Board VCTC Board Los Angeles: Michael Antonovich Robert T. Bartlett Supervisor, 5 th District Metro Appointee 4 votes County of Los Angeles, Mayor Metro Board Don Knabe Supervisor, 4 th District County of Los Angeles Metro Board Paul Krekorian Councilmember, 2 nd District Metro Board Ara Najarian Council Member City of Glendale Metro Board Richard Katz Metro Appointee Borja Leon Metro Appointee [currently awaiting appointment] One Gateway Plaza, 12 th Floor, Los Angeles, CA 90012

SCRRA Board of Directors Roster Page 2 San Bernardino: Larry McCallon (Chair) James Ramos* Mayor Supervisor, 3 rd District 2 votes City of Highland County of San Bernardino, Chair SANBAG Board SANBAG Board Paul Eaton Mayor City of Montclair SANBAG Board Alan D. Wapner* Mayor Pro Tem City of Ontario SANBAG Board EX-OFFICIO MEMBERS San Diego Association of Governments: [CURRENTLY AWAITING APPOINTMENT] Contact: Linda Culp Principal Planner Rail Southern California Association of Governments: State of California: Art Brown Mayor, City of Buena Park Ryan Chamberlain Director, Caltrans District 12 Alternate: [CURRENTLY AWAITING APPOINTMENT] *Alternates represent either member Revised 02/06/15

SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY BOARD OF DIRECTORS MEETING FRIDAY, FEBRUARY 27, 2015 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. 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 AND ITEMS NOT ON THE AGENDA Members of the public wishing to address the Board of Directors regarding any item appearing on the agenda or any item not on the agenda, but within the subject matter jurisdiction of the Board, may do so by completing a Speaker s Form and submitting it to the Board Secretary. All speakers will be recognized by the Chairman and will be considered under Item 4 (Public Comment). 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. 1. Call to Order 2. Roll Call 3. Pledge of Allegiance 4. Public Comment One Gateway Plaza, 12 th Floor, Los Angeles, CA 90012

Board of Directors Meeting Agenda Transmittal Date: February 20, 2015 Meeting Date: February 27, 2015 Page 2 REGULAR CALENDAR 5. Approval of Meeting Minutes February 13, 2015 Board of Directors Meeting Staff recommends the Board approve the minutes of the February 13, 2015 Board of Directors Meeting. Page 1 6. Contract No. SP353-12 Marketing and Communications Support Services Exercise First Year Option and Increase Contract Funding Authorization Continued Marketing and Communications Support Services are required. Current bench contracts will expire on June 30, 2015. Work under this bench of contracts is released by individual contract task orders on an as needed basis. Each firm is responsible for different types of work and work is allocated based on the firm s expertise in the specific areas. Staff recommends the Board authorize the Interim Chief Executive Officer to exercise the first year option to extend the period of performance from July 1, 2015 to June 30, 2016, and increase contract funding authorization by $500,000 for a new annual not-toexceed contract funding authorization of $3,300,000 for the bench of Marketing Communication and Support Services with: SP353A-12 Creative Productions; SP353B-12 Sensis; SP353C-12 RK Venture. Funding for the Marketing and Communications Support Services is included in the FY2015-16 Operating Budget. Funds spent as a result of the I-5 North mitigation effort are a recollectable and will be reimbursed by Metro. The Metro recollectible amount is $1.5 million over a three-year period to be used for an I-5 North-Commuter incentive program. There is no guaranteed minimum funding for any of the three firms. Page 12 7. Purchase Order H1658-15 Global Positioning System Equipment & Services Recommendation to Award Zonar Systems, Inc. The purchase of new Global Positioning System (GPS) equipment for an additional 27 Authority vehicles and continued GPS tracking services are required for the Authority s entire fleet of 182 GPS equipped vehicles. The GPS equipment provides real time visibility of the operation and location of each of the Authority s vehicles to department managers. Driver behavior and vehicle operation data will allow staff to manage these resources to ensure that they are being safely and efficiently utilized for their intended tasks. Staff recommends the Board authorize the Interim Chief Executive Officer to award Purchase Order No. H1658-15 to Zonar Systems, Inc. in accordance with Contracts

Board of Directors Meeting Agenda Transmittal Date: February 20, 2015 Meeting Date: February 27, 2015 Page 3 Administration & Procurement Policy CON-20, Cooperative Procurement, under Cooperative Agreement Pennsylvania Education Purchasing Program for Microcomputers (PEPPM) 2015 Product Line Bid California, to supply 27 GPS devices and provide tracking and monitoring services for the Authority s 182 nonrevenue vehicles for a period of three (3) years, not-to-exceed purchase order authorization of $120,870.22. This amount includes equipment purchase of $9,551.74, and annual tracking service of $37,106.16. Funding for this project is available in the FY2014-15 for Operations Budget. Funding for ongoing monitoring activities will be requested in subsequent year's Operating Budgets. Page 15 8. Purchase Order PO636-15 for Continuous Welded Rail Procurement Recommendation to Award L.B. Foster Continuous Welded Rail (CWR) is required to support ongoing operations and maintenance and rail replacement on the Orange, San Gabriel Valley and Ventura Subdivisions. Areas for rail replacement were located through the use of Track Analyst software. The data is collected three times a year and measures gauge wear of the rail, vertical wear, gauge face angle, and compares them to a standard rail template to come up with a rail condition rating. The areas with the worst condition rating have been prioritized for rail replacement. Staff recommends the Board authorize the Interim Chief Executive Officer award Contract Purchase Order PO636-15 for the procurement of CWR to the single responsive and responsible bidder, L.B. Foster for a total amount of $2,902,800 for a one-time procurement. This award is not subject to resolution of protest as no other bids were submitted. Funding for Continuous Welded Rail (CWR) Procurement is available in the FY2013-14 and FY2014-15 rehabilitation budgets that include local and federal funds. Federal funds are provided under U.S. DOT FTA Grants. Page 18 9. Approval to Enter into Contract for Advisor and Brokerage Services for Diesel Fuel Management and Hedging Advisor and Brokerage services are needed to assist the Authority in fuel management and hedging to minimize any inherent risks associated with the purchase of diesel fuel. Staff recommends the Board authorize the Interim Chief Executive Officer to enter into contracts for Brokerage and Advisor Services as follows: Contract No. SP434-15 - RBC Wealth Management (RBC) in the amount of $15,000. Contract No SP435-15 - Linwood Capital LLC (Linwood) in the amount of $110,000. The period of performance for both contracts will be for one year with an additional year option. Funding for these services is included in the FY2014-15 Operating Budget and will be requested in the Annual Budget for subsequent years. Page 20

Board of Directors Meeting Agenda Transmittal Date: February 20, 2015 Meeting Date: February 27, 2015 Page 4 10. System Safety Update Staff will deliver a presentation on the system-wide security statistics for year-to-date 2015. There is no written document. The Board may receive and file this report. 11. Pulse of Metrolink January 2015 Staff will deliver a presentation including year-over-year metrics used to gauge railroad performance. There is no written document. The Board may receive and file this report. 12. Interim Chief Executive Officer s Authority Update 13. Chair s Comments 14. Board Members' Comments CLOSED SESSION 15. Closed Session a. PUBLIC EMPLOYMENT APPOINTMENT - Pursuant to Government Code Section 54957 Title: Chief Executive Officer b. CONFERENCE WITH LABOR NEGOTIATORS Pursuant to Government Code Section 54957.6 Agency Designated Representatives: Directors Daryl Busch, Keith Millhouse and Larry McCallon Title: Chief Executive Officer c. CONFERENCE WITH LEGAL COUNSEL EXISTING LITIGATION Pursuant to Government Code Section 54956.9(d)(1) - The Estate of Alana Kerr, et al. v. Southern California Regional Rail Authority, et al.; Riverside County Superior Court case no. RIC 1201851 d. CONFERENCE WITH LEGAL COUNSEL Anticipated Litigation Pursuant to Government Code Section 54956.9(d)(2) (1 potential case) 16. ADJOURNMENT

SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY MINUTES OF THE SCRRA BOARD OF DIRECTORS REGULAR MEETING February 13, 2015 ITEM 5 BOARD MEMBERS/ALTERNATES IN ATTENDANCE: Votes OCTA: SHAWN NELSON (Chair) 1 (2 votes) GREGORY WINTERBOTTOM 1 RCTC: DARYL BUSCH (Vice-Chair) 1 (2 votes) Andrew Kotyuk 1 Deborah Franklin VCTC: KEITH MILLHOUSE (2 nd Vice-Chair) 1 (1 vote) Brian Humphrey METRO: MICHAEL ANTONOVICH 1 1 (4 votes) PAUL KREKORIAN 2 1 ARA NAJARIAN 1 Richard Katz 1 1 Borja Leon 2 SANBAG: PAUL EATON 1 (2 votes) James Ramos 1 EX-OFFICIO MEMBERS State of California -- SCAG Art Brown STAFF/PRESENTERS: JENNIFER COHEN, Government & Regulatory Affairs Manager DON O. DEL RIO, General Counsel RODERICK DIAZ, Interim Chief Planning and Project Delivery Officer GEOFFREY FORGIONE, Associate General Counsel PATRICIA FRANCISCO, Director, Human Resources SAM JOUMBLAT, Interim Chief Executive Officer / Chief Financial Officer LIA McNEIL-KAKARIS, Assistant Director, Contracts and Procurement MARK NITTI, Director, Customer Engagement ANNE LOUISE RICE, Assistant Director, Grants MARGARET GONSALVES, Department Assistant, Executive Office KARI HOLMAN, Assistant to the CEO/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 1 Directors Antonovich and Katz arrived during the discussion of Item No. 10. 2 Directors Krekorian and Leon arrived during the discussion of Item No. 6. One Gateway Plaza, 12 th Floor, Los Angeles, CA 90012 1

SCRRA Board of Directors Meeting Minutes February 13, 2015 Transmittal Date: February 20, 2015 Page 2 available online at www.metrolinktrains.com under the Meetings and Agendas link or from the Board Secretary at (213) 452-0255. 1. Call to Order The February 13, 2015 SCRRA Board of Directors Meeting was called to order by Chair Nelson at 10:01 a.m. at the Metro Board Room, One Gateway Plaza, 3 rd Floor, Los Angeles, CA 90012. 3. Roll Call The Board Secretary called roll to confirm a quorum of the Board was present. 2. Pledge of Allegiance 2 nd Vice-Chair Millhouse led the group in the Pledge of Allegiance. Chair Nelson introduced two new members appointed to serve on the Board. Art Brown, appointed as Ex-officio member, by Southern California Association of Governments (SCAG), and Mayor of Buena Park. He noted that Director Brown had previously served on the board as a representative of the Orange County Transportation Authority (OCTA) and serves on the Buena Park City Council. Gregory Winterbottom, appointed as voting member by OCTA, and is their longest serving public member who also participates on a number of regional transportation Boards and Committees for OCTA. Chair Nelson noted that both new members had extensive experience with transit in Southern California and welcomed them to the Board. 4. Public Comment At this time, Chair Nelson inquired if any members of the public wished to address the Board. There were no requests to speak; therefore the Public Comment period was then formally closed. Regular Calendar 5. Approval of Consent Calendar ACTION: Upon a motion by Director Eaton seconded by Vice-Chair Busch the Board approved Consent Calendar Items 17-19. [Consent calendar items are contained on page 10 of these minutes.] There was no opposition and the motion passed unanimously. 2

SCRRA Board of Directors Meeting Minutes February 13, 2015 Transmittal Date: February 20, 2015 Page 3 6. Contract No. PO639-15 Passenger Cars Heating, Ventilation, and Airconditioning units Non-Competitive Award Merak 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. 2 nd Vice-Chair Millhouse asked if the warranty on the Heating, Ventilation and Airconditioning units (HVACs) was extended when the Rotem cars were new as they had experienced initial HVAC problems. He also asked if staff was satisfied with Rotem s previous repairs on the HVACs. Lia McNeil-Kakaris replied that the question required a technical answer and she would come back with a response 3. Vice-Chair Busch asked if the Authority would receive a discount as a result of purchasing eight HVAC units, and if not, questioned why two units would not be sufficient. Lia McNeil-Kakaris stated that there were four units in each car set, and explained that the eight units would allow for repairs to two train sets at a time without a lapse in service. Upon a motion by Director Eaton and seconded by 2 nd Vice-Chair Millhouse, the Board approved staff s recommendation. There was no opposition and the motion passed unanimously 4. ACTION: The Board authorized the Interim Chief Executive Officer to award noncompetitive Contract No. PO639-15 to Merak Group, for the procurement of eight (8) Sigma Coat Passenger car HVAC units for a contract funding authorization amount not-to-exceed $500,000. 7. Principles for SCRRA Member Agency Capital Project Cost Allocation Roderick Diaz, Interim Chief Planning and Project Delivery Officer, 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 Kotyuk and seconded by 2 nd Vice-Chair Millhouse, the Board approved staff s recommendation. There was no opposition and the motion passed unanimously. ACTION: The Board adopted these principles. 3 Following the meeting, information was relayed to 2 nd Vice-Chair Millhouse that the Equipment department had no problems with the HVAC system, other than that the spares were needed to move forward with the HVAC maintenance. 4 Director Leon assumed the vote on this item in the absence of Director Krekorian. 3

SCRRA Board of Directors Meeting Minutes February 13, 2015 Transmittal Date: February 20, 2015 Page 4 8. Capital Grant Summary Report Anne Louise Rice, Assistant Director, Grants, provided a brief background on this item as detailed in the staff report. Chair Nelson asked if all grant fundings were accounted for. Sam Joumblat, Interim Chief Executive Officer/Chief Financial Officer responded that the Oracle support received from the vendor KPMG, had nearly completed the grant reporting module, which would allow for accurate accounting. Chair Nelson thanked Sam Joumblat, and the accounting and finance staffs. Vice-Chair Busch inquired if the Board would receive a regular report on this topic. Sam Joumblat replied that the Grant Summary Report would be presented on a quarterly basis. ACTION: The Board received and filed this report. 9. State and Federal Legislative Update Jennifer Cohen, Government & Regulatory Affairs Manager, provided an update on current state and federal legislative affairs. She noted that on the Federal side, President Obama s proposed budget was released in early February and included a massive increase in rail funding. Jennifer Cohen also shared that the House Transportation and Infrastructure Committee leaders introduced a bi-partisan bill, The Passenger Rail Reform and Investment Act (PRRIA) of 2015 (HR 749) which was identical to the PRRIA of 2014. She also reviewed the final congressional committee selections. She also recapped her recent trip to Washington DC where Positive Train Control (PTC) was discussed with key stakeholders. She described the objectives of the trip s advocacy to protect the safety standards of PTC, maintain interoperability requirements, requested incentives for early implementation should a deadline extension occur, and that credit be provided to early adopters and investors. She noted that bill HR705 was introduced by Representative Sean Patrick Maloney (D- NY) in the wake of a recent Metro-North collision in New York. This bill would revive the Rail Line Relocation capital grant program. Jennifer Cohen reviewed state legislation including Governor Brown s proposed fiscal year 2015-16 budget. She also reviewed a proposal by Assembly Speaker Toni Atkins to fund transportation infrastructure at $2 billion per year for 5 years beginning in 2015-16. Finally, she announced that California s first cap-and-trade auction to include permission to sell transportation fuels was set for February 18, 2015. ACTION: The Board received and filed this report. 4

SCRRA Board of Directors Meeting Minutes February 13, 2015 Transmittal Date: February 20, 2015 Page 5 10. Passenger Fare Revenue and Ridership Report Six Months Ended December 31, 2014 Mark Nitti, Director, Customer Engagement, provided a brief background on this item as detailed in the staff report. Director Leon asked what created the actuals to have increased while the budget variance was negative. Sam Joumblat, Interim Chief Executive Officer/ Chief Financial Officer, stated that due to a positive trend seen in the previous year, the Authority included a 2% ridership increase to the Fiscal Year 2014-15 budget. However, over time the trend had reversed which resulted in a negative and had not been revised. He noted that this was simply over-budgeting. Chair Nelson commented that the issue was not due to over-budgeting but was the result of broken ticket vending machines (TVMs). He expounded that if passengers were not able to purchase tickets, the Authority would not be able to attain accurate numbers for ridership and /or revenue. Chair Nelson reiterated that mobile/online ticketing was a huge priority, including simplification of the fare matrix and lowering prices to build ridership. He recommended that the TVM vendor should be in attendance at subsequent Board meeting to address any TVM issues that may be discussed and additional board members agreed. Chair Nelson questioned what would be required to present an agenda item on lowering fares. Mark Nitti replied that any change to fares would require a Title VI; and Sam Joumblat added that the Authority was currently performing an analysis of lower fares and the FY2015-16 budget reflected a proposal for a fare reduction of 5% and 10% respectively. Chair Nelson directed staff to look at fare reductions without eliminating any options. Director Najarian asked that staff look into promotional tickets such as trial rides or buy one get one deals. Mark Nitti replied that the Authority had ran many promotions that offered trial rides such as the I-5 South campaign which had over 5,000 responses. Discussions with key stakeholders at Camp Pendleton had taken place to develop a trial ride program for the 60,000 frequenters of the base. He noted that he believed the highest concern for passengers were on-time performance and TVM issues. Director Millhouse requested staff to also review the elimination of transfer costs which may help the Authority bridge the gap in the event that fares were lowered. Director Katz remarked that the Board needed to be presented with data prior to any changes in the fare structure. He inquired if the Authority continued to provide refunds to customers that purchased tickets and that train was annulled or cancelled, and he felt that practice should continue to retain loyal riders. Director Kotyuk agreed that an increase in ridership was key to improving revenues. He stated that the Riverside County Transportation Commission (RCTC) developed partnerships with Universities and Colleges where students paid $5.00 per year for unlimited ridership during their schooling. He suggested staff consider a similar 5

SCRRA Board of Directors Meeting Minutes February 13, 2015 Transmittal Date: February 20, 2015 Page 6 program to provide a fare reduction for millenniums while in school which potentially lead to continued ridership when entering the workforce. Mark Nitti reported on some of the Authority s marketing initiatives. Chair Nelson commented that with the upcoming release of mobile / online ticketing, the marketing department would launch a major campaign to encourage ridership. He suggested that organizations and employers, such as the Orange County High School of the Arts, could be contacted with incentives to guarantee a number of monthly passes at a reduced fare to encourage ridership. 2 nd Vice-Chair Millhouse recalled a suggestion he made at a previous meeting, regarding the clarification of station names and asked that they be changed on the website as soon as possible. Chair Nelson confirmed that he wanted these changes made immediately. Sam Joumblat assured the Board that all changes to the station names would be completed by the subsequent Board meeting. Director Kotyuk suggested the Authority use the social media application, Vine, to promote ridership. He noted that there were shifts in the world of social media and wanted to ensure that the Authority was keeping up with them 5. Director Krekorian stated that the next CicLAvia event would be held on March 22, 2015 in the San Fernando Valley. Approximately 40-60,000 people were expected to participate in the event. He wanted to confirm that the Authority would participate and asked what marketing efforts to promote the event were being initiated Mark Nitti explained that staff was working with Metro on this effort and would be sure to share the information as the event drew closer. Director Antonovich noted that due to the successful implementation of the full fare enforcement pilot on the Antelope Valley line, suggested a new pilot program for the line to simplify fare structure for customer convenience as well as reduce fares between adjacent or nearby stations, between key station pairs, and for off-peak trips. He introduced a motion that the Board direct the Interim Chief Executive Officer to return, within thirty days, with recommendations to implement the suggested pilot program including: 5 Following the meeting, it was noted that the Authority had claimed the Metrolink name on Vine, however, staff does not produce its own Vine videos. Vines are a very specific genre of video (six seconds, maximum) and for Metrolink, it is believed to be more impactful to work with viners who can promote their own transportation message for the Authority with the right humor and timing required in a Vine. Links to one Vine campaign that was produced with famous viners for the I-5 South traffic mitigation campaign is noted below. The combined Vine Loops or Views reached over 10 million on Vine alone. Brittany s Vine: https://vine.co/v/oqxibjrpz9g Cody s Vine: https://vine.co/v/oqhv7jfpxim Jessica s Vine: https://vine.co/v/oav0tqozp0b Cathy s Vine: https://vine.co/v/oqefmi0e1i0 David s Vine: https://vine.co/v/obi52lbmrkd For longer Metrolink videos that promote destinations, events and commuting via train, more than six seconds is needed, which is why the YouTube and Instagram applications are preferred. 6

SCRRA Board of Directors Meeting Minutes February 13, 2015 Transmittal Date: February 20, 2015 Page 7 A simplified fare structure (e.g. zone based) that encourages fare enforcement by conductors and reduces complexity for passengers purchasing fares A reduced fare structure between adjacent and/or nearby station pairs to encourage short trips for passengers (i.e., between Glendale and Downtown Burbank) A reduced fare structure overall from key station pairs A reduced fare structure for off-peak trips Chair Nelson reiterated that staff was directed to return to the Board to report findings regarding a system-wide fare study. ACTION: The Board received and filed this report. 11. Fiscal Year 2015 Budget vs. Actual Report Six Months Ended December 31, 2014 and Fiscal Year 2015 Full Year Forecast vs. Budget Chair Nelson inquired of the Board if there were any questions regarding this item. Seeing none, the item was received. A copy of the presentation is available upon request from the Board Secretary. ACTION: The Board received and filed this report. 12. Update on Strategy to Support Locomotive Fleet Availability Roderick Diaz, Interim Chief Planning & Project Delivery Officer delivered a presentation on this item as detailed in the staff report. Director Katz recalled prior Board discussions when a complete cradle to grave comparison of rehabilitation versus purchasing new was presented. He noted that at that time, the Board had decided to purchase new locomotives, as a key reason was that the capital programs funded 90% of the total cost of the 22 new locomotives. One of the funding sources, South Coast Air Quality Management District (AQMD) would only provide funding with the purchase of new, not for rehabilitated locomotives. Director Katz elaborated on the benefits of purchasing new, including, increased horsepower, lower emissions, and a longer frame life. He asked, if the locomotives would last for another thirty years if they were rehabilitated. Roderick Diaz responded that the rehabilitated locomotives would need to be replaced in ten years. Director Katz reiterated that rehabilitation would not make sense for the short or long term and advocated for the purchase of new locomotives to invest in the future of the Authority. 2 nd Vice-Chair Millhouse requested clarification on how the net present value showed that rehabilitation would be less expensive at the end of 50 years when compared against a new purchase. Sam Joumblat, Interim Chief Executive Officer/Chief Financial Officer responded that the Authority included all costs and cash flow, which included purchasing new locomotives in ten years after rehabilitation and discounted 7

SCRRA Board of Directors Meeting Minutes February 13, 2015 Transmittal Date: February 20, 2015 Page 8 the cash flow to the present to obtain a net present value analysis. 2 nd Vice-Chair Millhouse asked if intangibles, such as the ability to add train sets, were factored into that number. Sam Joumblat replied that it was not. 2 nd Vice-Chair Millhouse requested staff to look into finding out the average revenue generated if new locomotives were purchased and two additional cars per train set were added into service. Sam added that reliability of new locomotives was not factored in to the net present value analysis either. Director Ramos remarked that the purchase of ticket vending machines (TVMs) and locomotives were important and suggested staff consider purchasing a number of new locomotives while rehabilitating the remaining, in an effort to have sufficient funding to purchase TVMs. He added that if the Authority chose to rehabilitate locomotives, the Authority would have some time to work on securing funding for the purchase of new locomotives in the 10 year timeframe, and suggested additional discussions including options for this scenario. Roderick Diaz replied that budget requests for fiscal years 2015-16, 2016-17, and 2017-18 included a strategy that called for replacement of all TVMs and rehabilitation to the fleet of seven locomotives. He added that staff considered different variations of the request and noted that state programs are being pursued for both purchasing of TVMs and locomotives, and if successful, could create a broader avenue which would allow for a new purchase easier for the member agencies to afford. Director Katz remarked that according to the attachment, it was noted that the option was to be exercised before the Authority received a single new locomotive, which he believed was a mistake on the Authority s part. He felt that the letter from Electro- Motive Diesel, Inc. (EMD) was not as friendly as he had expected from a company whom the Authority was a $150 million customer. He suggested staff look at the company Siemens in Northern California as they may also be building Tier IV locomotives. This may also open up additional incentives with the State of California. Director Katz also expressed his disapproval of staff proposing rehabilitation in the budgets without Board direction. Chair Nelson added that it would be good to find alternatives prior to a commitment. Roderick Diaz stated that the Authority was in discussions with the State of California regarding exercising an option on their contract. A copy of the presentation is available upon request from the Board Secretary. ACTION: The Board received and filed this report. 13. Compensation Report FY2014-15 Third Quarter (Partial) January 1, 2015 through February 15, 2015 Patricia Francisco, Director, Human Resources, provided a brief background on this item as detailed in the staff report. ACTION: The Board received and filed this report. 8

SCRRA Board of Directors Meeting Minutes February 13, 2015 Transmittal Date: February 20, 2015 Page 9 14. Interim Chief Executive Officer s Authority Update Sam Joumblat, Interim Chief Executive Officer / Chief Financial Officer discussed the following: TVMs/Mobile ticketing: Central Processing Unit (CPU) upgrades were completed system-wide, a ramp up of technical support and go teams was in process, status of the mobile/online ticketing evaluation process and procurement of new TVMs. Antelope Valley (AV) Line Enforcement: AV fare enforcement program was in process and staff would provide interim results to the Board in March 2015. Incident Response Communications: Operations and Communications teams developed a series of improvements to the overall incident response and communications. Amtrak had an enhanced role in this effort, and passenger communications were significantly improved during incidents. Budget/Control Improvements: Staff produced the first 3-year budget for the Board s and member agencies consideration and were well into detailed budget discussions far sooner than over the last several years. As previously reported the 2011 Federal Transit Administration s (FTA s) Financial Management Oversight (FMO) Review and the 2013 Triennial Audit had been closed out. New Marketing: The Los Angeles County Metropolitan Transportation Authority (Metro) Board recently approved $1.5 million in Measure R funds for the Authority to support the mitigation strategy for the I-5 North Capacity Enhancement Project. The Authority would conduct a ridership campaign providing commuters traveling on the I-5 North between Downtown Los Angeles and Burbank an opportunity to ride Metrolink trains as an alternative to driving the I-5 freeway during the major construction period. Derailment Tuesday, February 10: As a result of a derailment just outside of Union Station, three tracks were blocked affecting multiple trains at the beginning of the evening commute. Staff was quick to dispatch teams to safely detrain passengers to Union Station and maintain fluidity and customer communication throughout the situation. Immense response from staff made a difference, resulting in delays no more than forty-four minutes with the twentyfive affected trains. He added that staff had initiated an internal review to discover the root cause of the incident and would report back to the Board following the investigation. American Public Transportation Association (APTA) Transit Chief Executive Officers Summit: Attended the seminar in Phoenix, Arizona. Reported that it was a good opportunity to network with other CEOs and transit leaders while discussing a variety of topics including Board relations, economic issues, farebox recovery, and security issues. 15. Chair s Comments Chair Nelson requested an update on the Chief Executive Officer (CEO) recruitment. Sam Joumblat, Interim CEO/ Chief Financial Officer replied that the posting closed on 9

SCRRA Board of Directors Meeting Minutes February 13, 2015 Transmittal Date: February 20, 2015 Page 10 February 11, 2015. Patricia Francisco, Director, Human Resources added that she had been working very closely with the Ad Hoc Search Committee comprised of Vice- Chair Busch, 2 nd Vice-Chair Millhouse, and Director McCallon. She noted that twenty resumes were received and the screening process had begun. 2 nd Vice-Chair Millhouse stated that the Ad Hoc committee would meet with Patricia Francisco to review the resumes and invite a number of candidates to interview at the next Board meeting. He added that the remaining resumes would be available for the Board to review should they wish to interview additional candidates. However, he noted that should the Board agree on a candidate from the initial interviews, the contract could be reviewed and discussed at the March Board meeting. 16. Board Members' Comments Director Franklin related an experience she had while riding the train. She noted that a cabinet door was loose and hit against a window for about an hour. She had waited for the conductor to come through, but was not seen on the car she was riding. Director Franklin suggested each car have a sign with a phone number to call or text regarding safety issues. Chair Nelson agreed with Director Franklin s suggestion and added that there could be a more serious incident in a car that would need immediate attention and the signage would aid passengers to provide information. 2 nd Vice-Chair Millhouse stated that much time had been spent on the Governance Ad Hoc committee, among others and realized some ideas had been implemented, while other concerns previously raised by the Board were not. He requested staff to agendize discussion to provide Wi-Fi on the trains, noting that he had raised this request over a year ago and without response from staff. He requested staff to include potential issues and costs, to allow the Board to decide on how to proceed. He believed that Wi-Fi was important for the customer experience. Director Antonovich also suggested providing charging outlets at seats. CONSENT CALENDAR (As referenced in Item 5) 17. Approval of Meeting Minutes January 23, 2015 Board of Directors Meeting ACTION: The Board approved the minutes of the January 23, 2015 Board of Directors Meeting. 18. Compensation Report Quarter Ended December 31, 2014 ACTION: The Board received and filed this report. 19. Internal Audit Department Update ACTION: The Board received and filed this report. 10

SCRRA Board of Directors Meeting Minutes February 13, 2015 Transmittal Date: February 20, 2015 Page 11 20. ADJOURNMENT There being no further business for consideration by the Board, the meeting was adjourned at 11:24 a.m. Respectfully Submitted, Kari Holman, Assistant to the CEO/Board Secretary 11

SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY TRANSMITTAL DATE: February 20, 2015 MEETING DATE: February 27, 2015 ITEM 6 TO: FROM: SUBJECT: Board of Directors Interim Chief Executive Officer Contract No. SP353-12 Marketing and Communications Support Services Exercise First Year Option and Increase Contract Funding Authorization Issue Continued Marketing and Communications Support Services are required. Recommendation Staff recommends the Board authorize the Interim Chief Executive Officer to exercise the first year option to extend the period of performance from July 1, 2015 to June 30, 2016, and increase contract funding authorization by $500,000 for a new annual not-to-exceed contract funding authorization of $3,300,000 for the bench of Marketing Communication and Support Services with: SP353A-12 Creative Productions; SP353B-12 Sensis; SP353C-12 RK Venture. Alternatives The Board may: 1) Modify the amount of the contract authorization; or 2) Decline to exercise the option and direct staff to issue a new Request for Proposal (RFP). Background Following a competitive procurement, at the June 8, 2012, the Board awarded a bench of contracts to Creative Productions, Sensis, and RK Venture for a three-year period with two one -year options for an annual authority of $1,000,000 for the bench. To support the I-5 South traffic mitigation program, the Board at the March 8, 2013 approved an increase to the annual contract authority from $1,000,000 to $2,800,000. This additional authority is recollectable and fully funded by Caltrans. The Current bench of contracts will expire on June 30, 2015. Work under this bench of contracts is released by individual contract task orders on an as needed basis. Each firm is responsible for different types of work and One Gateway Plaza, 12 th Floor, Los Angeles, CA 90012 12

Contract No. SP353-12 Marketing and Communications Support Services Exercise First Year Option and Increase Contract Funding Authorization Transmittal Date: February 20, 2015 Meeting Date: February 27, 2015 Page 2 work is allocated based on the firm s expertise in the specific areas. The chart below shows the amounts of work released to each firm for the period of July 2012 to January 2015. Metrolink staff coordinates work through the three agencies based on their strengths while maintaining consistency of our branding. Contract No. SP353-12 Amount Creative Productions (SP353A-12) $ 2,245,861.17 Sensis (SP353B-12) $ 4,504,722.31 RK Venture (SP353C-12) $ 1,147,702.19 Creative Productions is responsible for: Metrolinktrains.com website Integration with Salesforce.com Student discount advertising campaign New resident direct mail campaign Other smaller programs Sensis purchases all media for the I-5 South project including: Billboards Radio spots Digital Print All media purchased through Sensis is a pass through cost from them. RK Venture is responsible for: Design and vision of all Metrolink creative pieces (web banners, safety collateral, Metrolink Matters, How to Ride Guides, maps, timetable advertisements, etc.) including the creative aspect for campaigns such as the I-5 South Project. Since 2012, the Authority has managed project elements in excess of $2 million for the I-5 South Corridor Improvement Projects to provide traffic mitigation programs. These elements include: traffic radio, outdoor boards including the Citadel LED boards, print ads in the Los Angeles Times and Orange County Register, several trial ride direct mail offers, focus group research and an I-5 South projects website. To date, Caltrans has reimbursed the Authority $1,187,832.40 for work performed from May 2012 to November 2014. The requested increase is due to Los Angeles County Metropolitan Transportation Authority s (Metro) I-5 North mitigation efforts to market Metrolink as an alternative to 13

Contract No. SP353-12 Marketing and Communications Support Services Exercise First Year Option and Increase Contract Funding Authorization Transmittal Date: February 20, 2015 Meeting Date: February 27, 2015 Page 3 commuting the I-5 North during construction, which is currently underway. Metro recently allocated $500,000 annually to this project for the next three years, totaling $1.5 million. The additional $500,000 was not included in the contract authority for the bench of firms and therefore will exceed the current approved contract authority affecting the start date for the I-5 North project. This bench of on-call firms, possesses a set of core marketing, website and communications capabilities as well as demonstrated creativity and experience in varied specialty disciplines. All firms have provided satisfactory services to the Authority. Therefore, staff recommends the Board authorize the Interim Chief Executive Officer to exercise the first year option and increase contract funding authorization by $500,000 for a new not-to-exceed annual contract funding authorization of $3,300,000 for the bench of three firms providing Marketing Communication and Support Services. Budget Impact Funding for the Marketing and Communications Support Services is included in the FY2015-16 Operating Budget. Funds spent as a result of the I-5 North mitigation effort are a recollectable and will be reimbursed by Metro. The Metro recollectible amount is $1.5 million over a three-year period to be used for an I-5 North-Commuter incentive program. There is no guaranteed minimum funding for any of the three firms. Prepared by: Mark Waier, Manager, Marketing & Sales Andrew Conriquez, Senior Contract & Compliance Administrator Lia McNeil-Kakaris, Assistant Director, Contracts & Procurement Sam Joumblat Interim Chief Executive Officer 14

SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY TRANSMITTAL DATE: February 20, 2015 MEETING DATE: February 27, 2015 ITEM 7 TO: FROM: SUBJECT: Board of Directors Interim Chief Executive Officer Purchase Order H1658-15 Global Positioning System Equipment & Services Recommendation to Award Zonar Systems, Inc. Issue The purchase of new Global Positioning System (GPS) equipment for an additional 27 Authority vehicles and continued GPS tracking services are required for the Authority s entire fleet of 182 GPS equipped vehicles. Recommendation Staff recommends the Board authorize the Interim Chief Executive Officer to award Purchase Order No. H1658-15 to Zonar Systems, Inc. in accordance with Contracts Administration & Procurement Policy CON-20, Cooperative Procurement, under Cooperative Agreement Pennsylvania Education Purchasing Program for Microcomputers (PEPPM) 2015 Product Line Bid California, to supply 27 GPS devices and provide tracking and monitoring services for the Authority s 182 non-revenue vehicles for a period of three (3) years, not-to-exceed purchase order authorization of $120,870.22. This amount includes equipment purchase of $9,551.74, and annual tracking service of $37,106.16. Alternatives The Board may: 1) Modify the amount of the purchase order funding authorization; or 2) Direct staff to issue an Invitation for Bid (IFB) for these goods and services rather than rely on this cooperative procurement. Background GPS monitoring services were provided under Contract No, H1640-12 with Zonar Systems, Inc. procured under the PEPPM 2011 Product Bid Line Bid California by Kern County Superintendent of Schools (KCSOS) which current contract expires March 31, 2015. One Gateway Plaza, 12 th Floor, Los Angeles, CA 90012 15

Purchase Order H1658-15 Global Positioning System Recommendation to Award Transmittal Date: February 20, 2015 Meeting Date: February 27, 2015 Page 2 The Authority s non-revenue fleet of track and signal maintenance vehicles, specialized maintenance-of-way (MOW) vehicles and support vehicles are used to support the operation of the Metrolink system. The majority of the 182 vehicles are assigned to Contractor employees who are on call 24 hours a day, 7 days a week. Other vehicles are based out of yards and facilities located in key locations around the system where staff and maintenance crews start operation. The GPS equipment provides real time visibility of the operation and location of each of the Authority s vehicles to department managers. Driver behavior and vehicle operation data will allow staff to manage these resources to ensure that they are being safely and efficiently utilized for their intended tasks. This data will be used to research, confirm or deny Call Center reports of Metrolink vehicles being operated unsafely. Procurement Approach Purchase Order No. H1658-15 for GPS Equipment and Services with Zonar Systems, Inc., is procured under new Cooperative Agreement No. PEPPM CA 2015 Product Bid Line California, by Kern County Superintendent of Schools (KCSOS) awarded with effective start date of January 1, 2015 to December 31, 2018 using a sealed competitive bid process (Request for Bids # 527080) in which the award was made to the lowest, responsive, responsible bidder in accordance with bid procedures established in the California Public Contract Code. The competitive process followed by PEPPM in developing this agreement was as stringent as the Authority s solicitation process and in accordance with the Authority s Contracts Administration and Procurement Policies and Procedures CON-20, Cooperative Procurement. Furthermore, staff conducted a market research for an alternative GPS system and equipment and tracking service for the Authority fleet size of 182 non-revenue vehicles. This analysis indicated that Zonar s prices provide the best value to the Authority. Zonar Systems, Inc. has demonstrated responsiveness and has performed satisfactorily over past three (3) years. Staff recommends the Board authorize the Interim Chief Executive Officer to award Purchase Order No. H1658-15 to Zonar Systems, Inc. to supply 27 additional GPS devices and provide tracking and monitoring services for the Authority s 182 non-revenue vehicles for a period of three (3) years and not-to-exceed purchase order authorization of $120,870.22. Budget Impact Funding for this project is available in the FY2014-15 for Operations Budget. Funding for ongoing monitoring activities in future fiscal years will be requested in subsequent years Operating Budgets. 16

Purchase Order H1658-15 Global Positioning System Recommendation to Award Transmittal Date: February 20, 2015 Meeting Date: February 27, 2015 Page 3 Prepared by: Greg Harrington, Facilities & Fleet Maintenance Manager Sonny Ibrahim, Senior Contract & Compliance Administrator Lia McNeil-Kakaris, Assistant Director, Contracts & Procurement Sam Joumblat Interim Chief Executive Officer 17

SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY TRANSMITTAL DATE: February 20, 2015 MEETING DATE: February 27, 2015 ITEM 8 TO: FROM: Board of Directors Interim Chief Executive Officer SUBJECT: Purchase Order PO636-15 for Continuous Welded Rail Procurement Recommendation to Award L.B. Foster Issue Continuous Welded Rail (CWR) is required to support ongoing operations and maintenance and rail replacement on the Orange, San Gabriel Valley and Ventura Subdivisions. Recommendation Staff recommends the Board authorize the Interim Chief Executive Officer award Contract Purchase Order PO636-15 for the procurement of CWR to the single responsive and responsible bidder, L.B. Foster for a total amount of $2,902,800 for a one-time procurement. This award is not subject to resolution of protest as no other bids were submitted. Alternative The Board may reject the single bid received and direct staff to re-issue the Invitation for Bid (IFB). Background The Authority has several upcoming rehabilitation projects which include replacement of existing rail with new 136 pound premium rail. The projects are in various subdivisionsand are included in the rehabilitation budgets. Areas for rail replacement were located through the use of Track Analyst software, provided by the Holland Company. The data is collected three times a year, resulting from measurement of gauge wear of the rail, vertical wear, gauge face angle, and compares them to a standard rail template to come up with a rail condition rating. The areas with the worst condition rating have been prioritized for rail replacement. The CWR furnished under this contract will be utilized in the general railroad system of transportation within the meaning of Code of Federal Regulations 49 CFR 213.1 (Track Safety Standards) and will be used in dense traffic mixed Passenger/Commuter and Freight Railroad service. One Gateway Plaza, 12 th Floor, Los Angeles, CA 90012 18

Purchase Order PO636-15 for Continuous Welded Rail (CWR) Procurement Recommendation to Award L.B. Foster Transmittal Date: February 20, 2015 Meeting Date: February 27, 2015 Page 2 Procurement Process The Authority issued an Invitation for Bid (IFB) on December 16, 2014. The solicitation was posted on the Metrolink website, advertised in publications in the five member counties and notices were sent directly to firms registered on the Metrolink website. A single bid was received on February 3, 2015 from L.B. Foster Company for a total amount of $2,902,800. The engineer s estimate was $2,422,992 based on $30.28 per foot, excluding unloading. The difference in price compared to the estimate is attributed to inflation in rail prices and an increase in delivery and unloading costs. The bid cost equated to $36.28 per foot inclusive of delivery and unloading. Staff conducted a market survey to determine the reason why a single bid was received. Staff was advised by the other rail provider, Progress Rail, that they did not submit a bid as they were unable to obtain a permit from Union Pacific (UP) on time to use their system in order to comply with the bid due date. The Authority extended the bid due date twice to enable a competitive bid, but due to funding deadline constraints could not extend an additional four weeks as requested by Progress Rail. L.B. Foster Company met all the obligations of this procurement, including certification to comply with the Buy America requirements in accordance with 49 USC 5323(j)(1) and 49 CFR Part 661.11 and indicated that they have all the necessary approvals to move the rail train and deliver the CWR as required by the Authority. L.B. Foster has performed satisfactorily under prior contracts with the Authority. A cost and price analysis conducted in accordance with Contracts Administration & Procurement Policies and Procedures CON-5, Cost and Price Analysis, indicated L.B. Foster s price to be fair and reasonable. Therefore, staff recommends the Board approve and authorize the interim Chief Executive Officer to award Contract No. PO636-15 to L.B. Foster, for the procurement of CWR for a contract funding authorization amount of $2,902,800.00. Budget Impact Funding for Continuous Welded Rail (CWR) Procurement is available in the FY2013-14 and FY2014-15 rehabilitation budgets that include local and federal funds. Federal funds are provided under U.S. DOT FTA Grants. Prepared by: Aaron Azevedo, Project Engineer I Melissa Cousart, Contract and Compliance Administrator Lia Mc-Neil-Kakaris, Assistant Director, Contracts & Procurement Sam Joumblat Interim Chief Executive Officer 19