Peninsula Corridor Joint Powers Board (JPB) Board of Directors Meeting 1250 San Carlos Avenue, San Carlos CA MINUTES OF FEBRUARY 1, 2018

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Peninsula Corridor Joint Powers Board (JPB) Board of Directors Meeting 1250 San Carlos Avenue, San Carlos CA 94070 MINUTES OF FEBRUARY 1, 2018 MEMBERS PRESENT: MEMBERS ABSENT: STAFF PRESENT: C. Brinkman, C. Chavez, D. Davis, D. Pine, C. Stone, M. Zmuda, G. Gillett, J. Bruins (Chair) J. Gee T. Bartholomew, A. Chan, D. Couch, M. Bouchard, J. Cassman, A. Chan, C. Fromson, J. Funghi, B. Grizard, C. Gumpal, D. Hansel, J. Hartnett, L. Larano, C. Mau, L. Millard, S. Murphy, S. Petty, J. Navarro, R. Arnold, E. Scanlon, S. van Hoften Chair Jeannie Bruins called the meeting to order at 10:08 am and Director Cindy Chavez led the Pledge of Allegiance. Chair Bruins requested that the public submit public comment cards before items are called or during the staff presentation of the subject items. PUBLIC COMMENT Drew Taylor, San Mateo, provided comments on the new Hillsdale Station. Paul Jones, Atherton, provided comments on the height of poles for the Caltrain electrification project in Atherton. Roland Lebrun, San Jose, commented on timing of comment card submittal; lack of opportunity for public participation at meetings of the Ad-Hoc Advisory Committees and the presentations that are in the agenda packet regarding the PCEP Update and Transit and Intercity Rail Capital Program (TIRCP). Jeff Carter, Millbrae, commented on the process of submitting public comment cards and the annual passenger count. Ruth Rados, San Francisco, commented on the design proposal for the cars on the new electrified trains. CONSENT CALENDAR a. Approval of Minutes of Special Meeting of January 4, 2018 b. Approval of Minutes of January 4, 2018 c. Acceptance of Statement of Revenues and Expenditures for December 2017 d. Receive Key Caltrain Performance Statistics December 2017 e. Receive State and Federal Legislative Update Motion/Second: Brinkman/Stone Page 1 of 6

CHAIRPERSON S REPORT A proclamation was presented to community member Walter Wilson, who heroically pulled a woman out of her car in the seconds before a train made impact with the vehicle. Chair Bruins commended staff and the public on the Atherton community outreach meeting. Ms. Bruins asked the Board and staff to review the Peninsula Joint Power Board (JPB) Rules of Procedure adopted in 1992. Comments or feedback should be shared with legal counsel. Charles Stone suggested an Ad Hoc Committee be established to review the Rules of Procedure. At Chair Bruins' request, Joan Cassman, Legal Counsel, advised that she will compile Board input and the chair can decide at a later time if a committee should be formed. Roland Lebrun, San Jose, asked why the proclamation was not listed on the agenda. CITIZENS ADVISORY COMMITTEE (CAC) REPORT Brian Shaw, Chair, CAC, reported that the committee met and received updated information on the Caltrain Mobile Ticketing Application, train delays and on-time performance. REPORT OF THE EXECUTIVE DIRECTOR Jim Hartnett, Executive Director, introduced new staff member John Funghi, Chief Officer of Caltrain Modernization Program. Mr. Harnett provided information regarding funding for the electrification project and the substance and status of related negotiations on a Project Management and Funding Agreement (PMFA) with the California High Speed Rail Authority, which is required for the JPB's receipt of State Proposition 1A bond funds appropriated for the electrification project. FINANCIAL DASHBOARD Derek Hansel, Chief Financial Officer, said the Financial Dashboard information is in the agenda packet and responded to questions on cash management and accounts receivable. Cindy Chavez requested that staff provide more information on the JPB's approach to liquidity. Mr. Hansel responded that staff will provide that information, including metrics and the agency's core investment principles. PENINSULA CORRIDOR ELECTRIFICATION PROJECT QUARTERLY REPORT Dave Couch, Project Delivery Director, provided a report on the electrification infrastructure and Electric Multiple Units (EMUs). Liria Larano, Deputy Chief CalMod, provided a report on the schedule, risk management; budget and expenditures, contingency drawdown and infrastructure outreach, and responded to questions. Michelle Bouchard, Chief Operating Officer, Rail, reported on the electric train cars (EMU) and their procurement history, capacity decisions, design refinements, bike Page 2 of 6

security and amenities, including Wi-Fi, and responded to questions raised throughout the meeting. Directors commented on bike security, luggage security, customer service enhancements, and options to address various concerns. Mr. Hartnett announced that information on the TIRCP would be addressed at the next meeting under a separate agenda iterm. Chair Bruins announced that due to the numerous comment cards received and would like all public comments to be heard during the meeting, she said that each public commenter would have one minute to speak on the item. Jeff Carter, Millbrae, commented on level boarding, additional schedules and longer trains. He also commented on the duration of public comments. ShirleyJohnson, San Francisco, BIKES ONBoard, commented on passenger experience and the EMU bike car design. Vincent De Martel, Palo Alto, commented on the EMU bike car design and the number of bike spaces on the trains. Miguel Lopez Saenz, San Francisco, commented the EMU bike car design. Hans Nielson, Sunnyvale, commented on bike security and the EMU bike car design. Roland Lebrun, San Jose, commented on the way the meeting is conducted; the foundations used for the electrification infrastructure; EMUs and the manufacturing and the location of EMU construction. Adina Levin, Friends of Caltrain, commented on the capacity and bike space on the EMUs. Janice Li, San Francisco, commented on EMU bike capacity and bike theft. Elika Etemad, San Francisco, commented on biking to and from Caltrain and the EMU bike car design and luggage storage. CALTRAIN MOBILE TICKETING UPDATE This item was moved to the next scheduled meeting in the interest of time. Page 3 of 6

AUTHORIZE EXECUTION OF SUPPLEMENTAL AGREEMENT NO. 4, PACIFIC GAS AND ELECTRIC (PG&E) PROCUREMENT AND CONSTRUCTION SERVICES FOR PG&E INFRASTRUCTURE BUILD OUTS IN SUPPORT OF THE PENINSULA CORRIDOR ELECTRIFICATION PROJECT (PCEP); AMENDMENT OF SUPPLEMENTAL AGREEMENT NO. 2 PG&E OVERSIGHT OF CALTRAIN DESIGN AND CONSTRUCTION OF 115 KV INTERCONNECTIONS; AND AMENDMENT OF SUPPLEMENTAL AGREEMENT NO. 5 INTERIM POWER DESIGN AND CONSTRUCTION SERVICES FOR THE PCEP Ms. Larano provided a report on the proposed action. Ms. Larano and Ms. Cassman responded to questions on cost-sharing for utility relocations. Chair Bruins announced that a redline edited version of the resolution in the reading file. The Board requested that staff provide continued updates on the PCEP contingency draw-down for this work. Ms. Larano responded that staff will do so. Approved by Resolution No. 2018-05 Motion/Second: Stone/Brinkman AUTHORIZE THE AGREEMENT WITH PACIFIC GAS AND ELECTRIC (PG&E) FOR RELOCATION OF PIPELINE AS REQUIRED FOR THE 25 TH AVENUE GRADE SEPARATION PROJECT Rafael Bolon, Project Manager, provided a report on the agreement with Pacific Gas and Electric (PG&E) for Relocation of Pipeline as required For the 25 th Avenue Grade Separation Project. Approved by Resolution No. 2018-06 Motion/Second: Stone/Brinkman AUTHORIZE AMENDMENT OF COUNTY LAW ENFORCEMENT AGREEMENT AND APPROVE COMMUNICATION SERVICES AGREEMENT William Grizard, Director, Safety and Security, provided a report on the proposed agreement and agreement amendment for County Law Enforcement and Communication services and responded to questions. Ms. Chavez requested further information on the use of 911 services in each county along the right of way and an analysis of responsiveness under the law enforcement services agreement. Roland Lebrun, San Jose, commented on the opportunity to consult with VTA on that agency's approach with BART Police. Approved by Resolution No. 2018-07 Motion/Second: Gillett/Brinkman Page 4 of 6

APPROVE CALTRAIN BUSINESS PLAN FINAL BUSINESS STRATEGY AND SCOPE Ms. Brinkman announced that she is recusing herself from discussions of the Caltrain Business Plan due to a potential conflict of interest under Government Code section 1091(b)(2) and the Political Reform Act due to her husband's employment relationship with Arup. She then left the room for discussion of this item. Sebastian Petty, Senior Policy Advisor, provided a report on the Caltrain Business Plan business strategy, funding and proposed scope of work, and responded to questions. Leora Tanjuatco, Housing Leadership Council of San Mateo County, asked to include affordable housing in the business plan scope. Nicole Soultanov, San Francisco Bay Area Planning and Urban Research Association (SPUR), San Jose, commented on the vision of the Caltrain Business Plan and also suggested looking at international models of rail corridors. Roland Lebrun, San Jose, commented that his letter was not included in the correspondence file. He commented on the Ad Hoc Committee and Business Plan vision and cost. Jeff Carter, Millbrae, commented on affordable housing, fares and Caltrain capacity. Adina Levin, Friends of Caltrain, commented and suggested staff consider international models. Dev Davis requested to include additional language on Attachment 1and the Business Plan Policy Principals to add a clauses on, 1.) increasing ridership to help relieve congestion on the roadways, and 2.) the importance of strategic partnerships with communities and partner agencies. Ms. Davis also requested to include language on Attachment 2 to include station capacity as part of the analysis. She also asked staff to include language in the outreach section that includes details of the Board member participation in community outreach. She also asked for the scope of work to include Transit Oriented Development (TOD) and the need for a TOD policy. Approved by Resolution No. 2018-08 Motion/Second: Gillett/Chavez, with inclusion of the language suggested by Ms. Davis Ayes: Chavez, Davis, Stone, Zmuda, Gillett, Bruins, Brinkman, Pine BOARD MEMBER REQUESTS Cheryl Brinkman returned to the room. Ms. Davis requested a presentation on changes at San Jose Diridon Station and the status of proposed changes to the San Francisco Caltrain station. Page 5 of 6

DATE/TIME/PLACE OF NEXT REGULAR MEETING Thursday, March 1, 2018, 10:00 a.m. at San Mateo County Transit District Administrative Building, Bacciocco Auditorium, 2 nd Floor, 1250 San Carlos Avenue, San Carlos, CA 94070. Adjourned at 12:53 p.m. Page 6 of 6