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BOARD OF DIRECTORS J A N U A R Y 2 7, 2 0 1 7

SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY BOARD ROSTER SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY County Member Alternate Riverside: Andrew Kotyuk (Chair) Jan Harnik* 2 votes Council Member Mayor, City of Palm Desert City of San Jacinto RCTC Board RCTC Board Debbie Franklin Mayor Pro Tem At Large City of Banning RCTC Board Michael Wilson* Mayor Pro Tem, City of Indio RCTC Board Ventura: Brian Humphrey (Vice-Chair) VACANT 1 vote Citizen Representative [CURRENTLY AWAITING VCTC Board APPOINTMENT] Los Angeles: Ara Najarian (2 nd Vice-Chair) Walter Allen, III 4 votes Councilmember Council Member City of Glendale City of Covina Metro Board Metro Appointee Kathryn Barger Supervisor, 5 th District County of Los Angeles Metro Board Paul Krekorian Councilmember, 2 nd District City of Los Angeles Metro Board Hilda Solis Supervisor, 1st District County of Los Angeles Metro Board Roxana Martinez Metro Appointee Borja Leon Metro Appointee Joseph J. Gonzales Councilmember City of South El Monte Metro Appointee San Bernardino: Larry McCallon James Ramos* 2 votes Mayor Pro Tem Supervisor, 3 rd District City of Highland County of San Bernardino, Chair SBCTA Board SBCTA Board Paul Eaton Mayor City of Montclair SBCTA Board Alan D. Wapner* Council Member City of Ontario SBCTA Board One Gateway Plaza, 12 th Floor, Los Angeles, CA 90012

SCRRA Board of Directors Roster Page 2 Orange: Shawn Nelson Jeffrey Lalloway* 2 votes Supervisor, 4 th District Councilmember, City of Irvine County of Orange OCTA Board OCTA Board Gregory T. Winterbottom Public Member OCTA Board Todd Spitzer* Supervisor, 3 rd District County of Orange OCTA 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 Council Member, City of Buena Park Ryan Chamberlain Director, Caltrans District 12 Alternate: Gary Slater Deputy Director, Caltrans, District 7 *Alternates represent either member Revised 01.16.17

SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY BOARD OF DIRECTORS MEETING FRIDAY, JANUARY 27, 2017 10:00 A.M. or immediately following the Executive Management and Audit Committee meeting 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. Pledge of Allegiance One Gateway Plaza, 12 th Floor, Los Angeles, CA 90012

Board of Directors Meeting Agenda Transmittal Date: January 20, 2017 Meeting Date: January 27, 2017 Page 2 3. Roll Call 4. Public Comment 5. Board Member Recognition REGULAR CALENDAR 6. Inter-County Rail Study / Ontario Airport With this item, Hasan Ikhrata, Executive Director of the Southern California Association of Governments (SCAG), will provide an update to the Board on the Los Angeles and San Bernardino Inter-County Transit and Rail Connectivity Study. The study is exploring and will recommend the optimum mix of future transit and rail services in the Los Angeles County/San Bernardino County corridor through which the Metrolink San Bernardino and Riverside Lines currently operate and where the future Metro Gold Line extension is planned. The study is also investigating how to best connect rail to Ontario International Airport. There is no written document. The Board may receive and file this report. 7. Approval of Meeting Minutes January 13, 2017 Board of Directors Meeting It is recommended that the Board approve the minutes of the January 13, 2017 Board of Directors Meeting. Page 1 8. Design Services Agreement with the City of Laguna Niguel for Crown Valley Parkway Overpass Widening Approval to execute the Design Services Agreement (DSA) with the City of Laguna Niguel for the Crown Valley Parkway Overpass Widening is needed. This project will widen the Crown Valley parkway bridge over the Orange subdivision tracks located in the City of Laguna Niguel. This City project will provide additional lanes of traffic to relieve congestion. It is recommended that the Board authorize the Chief Executive Officer to negotiate and execute the Design Services Agreement with the City of Laguna Niguel in the amount of $983,200 to define roles, responsibilities and funding for design and construction of Crown Valley Parkway Overpass Widening. There is no budgetary impact as a result of this item. The City of Laguna Niguel will provide funding for the project. Page 34

Board of Directors Meeting Agenda Transmittal Date: January 20, 2017 Meeting Date: January 27, 2017 Page 3 9. Tier 4 Locomotive Update Staff is presenting an updated Tier 4 project schedule and additional information on required qualification testing. The Board may receive and file this report. There is no budgetary impact as a result of this report. Page 58 10. Fiscal Year 2015-16 Comprehensive Annual Financial Report and Single Audit The Comprehensive Annual Financial Report (CAFR) and Single Audit for Fiscal Year 2015-16 have been completed. A representative from the external auditor, Moss Adams LLP, will provide the Board with the required communications and other necessary information regarding the completed audits and report distribution. The Board may receive and file this report. There is no budgetary impact as a result of this report. Page 61 11. Federal Railroad Administration Violations Update This report is provided in response to a February 12, 2016 Board request for updates on violations received from the Federal Railroad Administration (FRA). It includes data accumulated over the last 10 years, as well as the FRA violations recorded by the Authority to date in 2016. The report includes accountability tools and measures, as requested by the Board at its July 22, 2016 meeting. The Authority has seen an increase in FRA violations related to signal/grade crossing inspections and hours of service records keeping in the last year. The violations related to hours of service records represents a failure to adhere to record-keeping requirements of the FRA by dispatch, Mass Electric, and Amtrak personnel. A history of the citations over the past 10 years is provided as Attachment A. The Board may receive and file this report. There is no budgetary impact as a result of this report. Page 63 12. Key Performance Indicators Quarterly Performance Report Quarter Ended September 30, 2016 The Key Performance Indicators (KPI) Quarterly Performance Report provides the latest results for the first quarter of FY2016-17 (FY17). For each of the seven strategic goals, KPIs and performance targets were identified and implemented in a Performance Report that is presented to the Board on a quarterly basis. The Board may receive and file this report. There is no budgetary impact as a result of this report. Page 73

Board of Directors Meeting Agenda Transmittal Date: January 20, 2017 Meeting Date: January 27, 2017 Page 4 13. 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 budgetary impact as a result of this report. Page 97 14. Chief Executive Officer s Report Authority Update 15. Board Members' Comments 16. Chair s Comments CLOSED SESSION 17. Closed Session a. CONFERENCE WITH LABOR NEGOTIATORS Pursuant to Government Code Section 54957.6 Agency Designated Representatives: Patricia Francisco, Rod Bailey and Gina Roccanova Employee Organization: Amalgamated Transit Union Local 1704 b. PUBLIC EMPLOYEE PERFORMANCE EVALUATION Pursuant to Government Code Section 54957 Public Employee Performance Evaluation Title: General Counsel c. CONFERENCE WITH LABOR NEGOTIATOR Pursuant to Government Code Section 54957.6 Agency Designated Representative: Chair Kotyuk Unrepresented Employee: General Counsel 18. ADJOURNMENT NEXT MEETING: Friday, February 10, 2017

SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY MINUTES OF THE BOARD OF DIRECTORS REGULAR MEETING JANUARY 13, 2017 ITEM 7 BOARD MEMBERS/ALTERNATES IN ATTENDANCE: Votes OCTA: SHAWN NELSON (Chair) 1 (2 votes) GREGORY WINTERBOTTOM 1 1 RCTC: ANDREW KOTYUK 1 (2 votes) DEBBIE FRANKLIN 1 VCTC: BRIAN HUMPHREY (2 nd Vice-Chair) 1 (1 vote) METRO: KATHRYN BARGER 1 (4 votes) PAUL KREKORIAN 2 1 HILDA SOLIS 1 Walter Allen, III 2 1 Borja Leon Roxana Martinez SBCTA: LARRY MCCALLON 1 (2 votes) PAUL EATON 1 EX-OFFICIO MEMBERS SCAG -- State of California Ryan Chamberlain 1 (2 votes) STAFF/PRESENTERS: ARTHUR T. LEAHY, Chief Executive Officer ELISSA KONOVE, Deputy Chief Executive Officer PATRICIA TORRES BRUNO, Chief of External Affairs RONNIE CAMPBELL, Chief Financial Officer ARUN CHAKLADAR, Senior Director, Information Technology DON DEL RIO, General Counsel GEOFFREY FORGIONE, Associate General Counsel JERONE HURST, Director, Signals and Communications, ICIS ANDY LY, Manager, Special Projects, (Fare Collections) 1 Directors Winterbottom and Chamberlain arrived during the discussion of Item No. 17. 2 Directors Allen and Krekorian arrived during the discussion of Item No. 5. One Gateway Plaza, 12 th Floor, Los Angeles, CA 90012 1

Board of Directors Board Meeting Minutes January 13, 2017 Transmittal Date: January 20, 2017 Page 2 RON MATHIEU, Senior Public Projects Specialist LIA McNEIL-KAKARIS, Assistant Director, Contracts and Procurement WHITNEY O NEILL, Government and Regulatory Affairs Manager ED PEDERSON, Deputy Chief Operating Officer (System Safety, Security and Compliance) MICHAEL RODRIGUEZ, Technical Program Manager, ICIS MARK WAIER, Manager, Sales and Marketing CORY WHITE, Lead Developer, ICIS MARY SACCOCCIO, Executive Secretary 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. Board Agendas are 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 January 13, 2017 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. 2. Pledge of Allegiance Director Kotyuk led the group in the pledge of allegiance. 3. Roll Call The Board Secretary called roll to confirm a quorum of the Board was present. 4. Public Comment At this time, Chair Nelson inquired if the Board Secretary had received any Request to Speak forms, and it was confirmed that no requests were received. The Public Comment period was then closed. 5. Employee and Board Member Recognition Years of Service The Board recognized employees and Board members who had completed one, five, 10, and 15 years of service between January 1, 2016 and December 31, 2016. Patricia Francisco, Director, Human Resources announced that 69 employees reached service milestones and were recognized at the Authority s year-end celebration. This list of employees is as follows: 2

Board of Directors Board Meeting Minutes January 13, 2017 Transmittal Date: January 20, 2017 Page 3 1 YEAR Name Job title Service Date Abrenica, Edison Financial Analyst II 5/18/2015 Afarinesh, Aghigh Manager, Human Resources 9/21/2015 Bening, Heather Project Engineer I 7/20/2015 Bruno, Patricia Chief of External Affairs 6/1/2015 Carpenter, Sean Senior Contract + Compliance Administrator 4/13/2015 Castillo, Eduardo Customer Engagement Representative 10/12/2015 Chapdelaine, James District C+S Supervisor 4/13/2015 Chavez, Ivan Lead, Customer Engagement Representative 3/2/2015 Coffelt, Sherita Director, Public Affairs 9/14/2015 Cooks, Ashley Customer Engagement Representative 6/1/2015 Dizon, Hannah Department Assistant 9/28/2015 Fernandez, Kelly Program Management Analyst II 6/1/2015 Gillette, Marcus Senior Contract + Compliance Administrator 3/23/2015 Gutierrez, Christopher Communications Coordinator 5/4/2015 Harris, Rodney Security Manager 5/26/2015 Hillman, Alvyna Customer Engagement Representative 10/12/2015 Hochholzer, Chad Train Dispatcher 5/11/2015 Holman, Steve Business Manager 10/12/2015 Konove, Elissa Deputy Chief Executive Officer 9/14/2015 Leahy, Arthur Chief Executive Officer 4/20/2015 Leyva, Jason Material Handler/Operator 8/31/2015 Martinez, Elizabeth Cash Management Analyst I 5/4/2015 Meliksetyan, Artyom Salesforce.com Administrator 11/2/2015 Morales, Pablo Communications Coordinator 8/17/2015 Pak, Roger Senior Accountant 11/23/2015 Phillips, Brian Customer Engagement Representative 6/29/2015 Platzer, Audrey Communications Coordinator 5/26/2015 Prieto, Samuel Material Handler/Operator 8/31/2015 Reese, Johnny Train Dispatcher 8/10/2015 Rutherford, Ashley Customer Engagement Representative 6/29/2015 Schoen, Jonathan Lead, Customer Engagement Representative 4/13/2015 Schupbach, Matthew Inventory Control Analyst 6/15/2015 Swamy, Karthik Planning Manager (Performance Data & Metrics) 5/4/2015 Thurston-Chalenor, James Human Resources Analyst 9/14/2015 Vaughn, Rory Manager, Research + Planning 8/10/2015 Waide, Jon Operations Compliance Officer 6/1/2015 3

Board of Directors Board Meeting Minutes January 13, 2017 Transmittal Date: January 20, 2017 Page 4 Wood, Meredith Manager, Special Projects 8/17/2015 Yi, Manchi Principal Contract & Compliance Administrator 4/13/2015 Yoder, Victor Train Dispatcher 4/1/2015 Yu, Kimberly Deputy Chief Operating Officer (PPD) 9/14/2015 5 YEARS Name Job title Service Date Althorp, Andrew Senior Civil Engineer 9/19/2011 Chakladar, Arun Senior Director, Information Technology 8/2/2011 Cook, Robert Mechanical Compliance Officer 8/15/2011 Fuentes, Osmin Department Assistant 11/14/2011 Harrington, Gregory Facilities and Fleet Maintenance Manager 8/22/2011 Harris, William Track Maintenance Engineer 9/19/2011 Herrscher, Kenneth Business Intelligence Architect 7/25/2011 Johnson, Lavoris Customer Engagement Representative 8/8/2011 Lamarque, Laura Executive Assistant 10/3/2011 Mejia Romero, Omar Material Handler/Operator 7/1/2011 Meza, Efren Maintenance Technician 2/7/2011 Newlin, Ronald Functional Lead, Oracle Reporting 8/8/2011 Rice, Anne Louise Assistant Director, Grants 2/14/2011 Ringland, William Marketing Manager (Digital Systems) 8/22/2011 Tripoli, Richard Director, Maintenance of Equipment 8/24/2011 10 YEARS Name Job title Service Date Freeman, Satrianita Business Administrator 6/12/2006 Glynn, Kevin Lead, Customer Engagement Representative 8/1/2006 Johnson, Eric Assistant Manager, Customer Engagement - LAUS 10/30/2006 Maxey, Darrel Deputy Chief Operating Officer (PTC & ENGNR) 5/22/2006 Moreno, Martin Train Dispatcher 7/17/2006 Morgon, Brian Field Operations Administrator Trainee 8/7/2006 Sanchez, Venus Business Analyst 5/15/2006 Thompson, Edward Train Dispatcher 7/10/2006 Williams, Mary Louise Assistant Director, Program Management Office 9/6/2006 15 YEARS Name Job title Service Date Jimenez, Martha Public Safety + Environment Manager 12/24/2001 Aristotelis, Kakaris Program Manager 7/2/2001 Peterson, Jay Director, Network Control Systems (Acting) 4/2/2001 Randolph, Roxanne Assistant Manager, Human Resources 11/12/2001 4

Board of Directors Board Meeting Minutes January 13, 2017 Transmittal Date: January 20, 2017 Page 5 Vogt, Brook Project Engineer, Communication Systems 11/19/2001 Patricia Francisco announced that 8 board members reached service milestones of one and five years. Those members in attendance were presented with a certificate. The list of Board members is as follows: 1 YEAR Name Agency Appointment Date Allen, Walt Los Angeles County Metropolitan Transportation Authority (Metro) 8/3/2015 Gonzales, Joseph J. Metro 7/17/2015 Martinez, Roxana Metro 7/17/2015 Solis, Hilda Metro 7/17/2015 Lalloway, Jeffrey Orange County Transportation Authority (OCTA) 1/26/2015 Winterbottom, Gregory OCTA 1/26/2015 5 YEARS Name Agency Appointment Date McCallon, Larry San Bernardino County Transportation Authority (SBCTA) 3/1/2011 Wapner, Alan SBCTA 4/6/2011 Chair Nelson welcomed Kathyrn Barger, Los Angeles County Supervisor to the Metrolink Board. At this time, Arthur T. Leahy, Chief Executive Officer presented Chair Nelson with a token of appreciation for his leadership during his tenure as Chairman of the Board (January 2015 January 2017). REGULAR CALENDAR 6. Election of Officers Chair Nelson provided a brief background on this item. Nominations for Chair were opened. Director Kotyuk representative from Riverside County Transportation Commission (RCTC) was identified to serve as Chair. Nominations for Vice-Chair were opened. 2 nd Vice-Chair Humphrey, representative from Ventura County Transportation Commission (VCTC) was identified to serve as Vice- Chair. Nominations for 2 nd Vice-Chair were opened. Director Krekorian nominated Director Najarian, representative from Los Angeles County Metropolitan Transportation Authority (Metro) to serve as 2 nd Vice-Chair. 5

Board of Directors Board Meeting Minutes January 13, 2017 Transmittal Date: January 20, 2017 Page 6 Upon a motion by Chair Nelson and seconded by Director McCallon. The nominations for the three positions were approved. There was no opposition and the motion passed unanimously. ACTION: the Board elected the following positions of: 1) Chair Andrew Kotyuk, Riverside County Transportation Commission (RCTC) 2) Vice-Chair Brian Humphrey, Ventura County Transportation Commission (VCTC) 3) 2 nd Vice-Chair Ara Najarian, Los Angeles County Metropolitan Transportation Authority (Metro) Chair Nelson then handed the meeting over to the newly elected Chair Kotyuk to preside over the remainder of the meeting. Chair Kotyuk accepted the role as Chairman and expressed appreciation for the accomplishments made by Past Chair Nelson and stated that he would do his best to ensure the Authority continued to move forward under his leadership. 7. Approval of Meeting Minutes December 9, 2016 Board of Directors Meeting Upon a motion by Director McCallon and seconded by Director Franklin the Board approved staff s recommendation. There was no opposition and the motion passed unanimously. ACTION: The Board approved the minutes of the December 9, 2016 Board of Directors Meeting. 8. Amendment to Chief Executive Officer s At-Will Employment Agreement Director Nelson provided a brief background on this item of the recent performance evaluation of the Chief Executive Officer. He noted that the Board agreed and based upon that evaluation, approval of an amendment to the Chief Executive Officer s At-Will Employment Agreement was requested. Director Nelson expressed his appreciation for the work accomplished by Arthur T. Leahy during his employment as Chief Executive Officer as he had rebuilt the executive staff and improved stability and looked forward to continued improvements. Arthur T. Leahy expressed his thanks and stated it had been a pleasure working at the Authority and he too was proud of what had been accomplished thus far. He expressed his appreciation working with the Board and noted that he would continue to build, strengthen, and improve the Authority and its services. Upon a motion by Director Nelson and seconded by Director Krekorian the Board approved the recommendation. There was no opposition and the motion passed unanimously. 6

Board of Directors Board Meeting Minutes January 13, 2017 Transmittal Date: January 20, 2017 Page 7 ACTION: The Board approved an amendment to the Chief Executive Officer s At-Will Employment Agreement by increasing compensation. 9. Contract No. PO724-17 Trackside Fueling Services Recommendation to Award Merit Oil Company and Pinnacle Petroleum, Inc. Lia McNeil-Kakaris, Assistant Director, Contracts and Procurement provided a brief background on this item as detailed in the staff report and requested approval of staff s recommendation. Upon a motion by Director McCallon and seconded by Director Nelson the Board approved staff s recommendation. There was no opposition and the motion passed unanimously. ACTION: The Board authorized the Chief Executive Officer to award Contract No. PO724-17 for Trackside Fueling Services to the following firms: 1) PO724A-17 Nuckles Oil Company, Inc. dba Merit Oil Company (Merit) 2) PO724B-17 Pinnacle Petroleum, Inc. (Pinnacle) The contract term will be for one year with a single year renewal option for a not-toexceed contract funding authorization amount of $1,500,000 per year for the bench of 2 firms. The contract funding authorization is based on the annual operating budget as approved by the Board. Award of this contract is subject to any protest timely filed. 10. Contract No. SP353-12 Marketing and Communications Support Services Increase Contract Funding Authorization Creative Productions, Sensis, and RK Venture 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. Director Solis requested procurement summaries be included in future board reports to assist the Board in reviewing these items. Upon a motion by Director Nelson and seconded by Director McCallon, the Board approved staff s recommendation. There was no opposition and the motion passed unanimously. ACTION: The Board authorized the Chief Executive Officer to amend Contract No. SP353-12 to increase the annual contract authorization by $1,500,000 for a not-toexceed contract funding authorization of $4,800,000 for the bench of Marketing Communication and Support Services with: 1) SP353A-12 Creative Productions 2) SP353B-12 Sensis 7

Board of Directors Board Meeting Minutes January 13, 2017 Transmittal Date: January 20, 2017 Page 8 3) SP353C-12 RK Venture 11. Contract No. SP467-16 Website Redesign Services Recommendation to Award Web Advanced Corporation Lia McNeil-Kakaris, Assistant Director, Contracts and Procurement provided a brief background on this item as detailed in the staff report and requested approval of staff s recommendation. Upon a motion by Director McCallon and seconded by Director Franklin, the Board approved staff s recommendation. There was no opposition and the motion passed unanimously. ACTION: The Board authorized the Chief Executive Officer to award Contract No. SP467-16 Website Redesign Services to Web Advanced Corporation, the second highest ranked proposer, for a one-year term for a not-to-exceed contract funding authorization amount of $250,000. 12. Funding Agreement with Los Angeles County Metropolitan Transportation Authority for Link Union Station Design Review and Project Support Ron Mathieu, Senior Public Projects Specialist, provided a brief background on this item as detailed in the staff report and requested approval of staff s recommendation. He noted that Metro confirmed they would be taking this item to their Board in February, not in January as the report indicated. Upon a motion by Director Solis and seconded by Director Nelson, the Board approved staff s recommendation. There was no opposition and the motion passed unanimously. ACTION: The Board authorized the Chief Executive Officer to negotiate and execute Funding Agreement FA# XXXXXXXX between Metro and the Authority in the amount of $993,900 to define roles, responsibilities and funding for design review and support services to the Link US. 13. Adoption of Board Investment Policy Upon a motion by Director McCallon and seconded by Director Franklin the Board approved staff s recommendation. There was no opposition and the motion passed unanimously. ACTION: The Board approved the FIN 3.1 Investment Policy thereby extending this designation for one additional year from the effective date of the policy. 8

Board of Directors Board Meeting Minutes January 13, 2017 Transmittal Date: January 20, 2017 Page 9 14. Adoption of 2017 Federal and State Legislative Program Whitney O Neill, Government and Regulatory Affairs Manager, provided a brief background on this item as detailed in the staff report and requested approval of staff s recommendation. Director Barger asked for clarification on a statement noted on page 74 of the agenda packet: Support statewide effort to establish additional ongoing stable source of funds for transit, with a focus on commuter rail in seamless interconnections and asked if the statement indicated an increased gas tax or other options. Whitney O Neill responded should new funding opportunities become available staff wanted to ensure commuter and transit agencies would be eligible for those opportunities. She added that if specific issues arose that would increase taxes, staff would bring those to the Board s attention. Upon a motion by Director Solis and seconded by Director McCallon, the Board approved staff s recommendation. There was no opposition and the motion passed unanimously. ACTION: The Board adopted the 2017 Federal and State Legislative Program. The legislative program will be the blueprint for advocacy efforts during the 2017 legislative session. 15. Adopt Staff Position on Senate Bill 1 (Beall) and Assembly Bill 1 (Frazier) Whitney O Neill, Government and Regulatory Affairs Manager, provided a brief background on this item as detailed in the staff report and requested approval of staff s recommendation. Upon a motion by Director Nelson and seconded by Director Eaton, the Board approved staff s recommendation. An abstention was received from Director Barger. ACTION: The Board adopted the position of Work with Author and Seek Amendment on SB 1 and AB 1 to ensure that any potential new funds for commuter rail services are distributed in a manner that benefits the Authority. The Authority will specifically request the following in advocacy efforts: Seek an amendment to clarify how the diesel sales tax increment is allocated under state law to commuter rail. Seek inclusion of the tax increment provision supporting commuter rail in any final transportation package. 16. February 2017 Federal Legislative Advocacy Trip Whitney O Neill, Government and Regulatory Affairs Manager, provided a brief background on this item as detailed in the staff report. Director Nelson suggested Board representation for this trip include one or two members 9

Board of Directors Board Meeting Minutes January 13, 2017 Transmittal Date: January 20, 2017 Page 10 of the Board. Director McCallon stated he would be in Washington, DC during that time and would be able to attend meetings only if the trip would be extended for an additional day. Chair Kotyuk stated as newly elected Chair, he felt his attendance was important as well as the other newly elected Board positions of Vice-Chair and 2 nd Vice-Chair. Director Nelson asked if more than two Board members attending presented a problem. Don Del Rio, General Counsel, responded that a quorum consists of six votes and three agencies and the Authority would need to avoid attendance in that number. Director Nelson commented that at least two members should attend and he would defer that decision to Chair Kotyuk and the legislative staff to determine who should attend. Director Krekorian stated this trip should not be looked upon as a one-time opportunity. He noted that the American Public Transportation Association (APTA) and the Los Angeles Chamber of Commerce would be in Washington, DC in springtime and suggested those as additional valuable opportunities to have participation with both public transportation and the business community there at that time. ACTION: The Board received and filed this report. 17. Los Angeles County Sheriff s Department Contract Update Ed Pedersen, Deputy Chief Operating Officer, provided a brief background on this item as detailed in the staff report. Vice-Chair Humphrey requested that the Appendix on page 95-97 of the Board packet be included in the minutes to allow those findings to be researched historically. 3 Ed Pederson did note that the data contained in the appendix was based on a tracked physical address such as a station address, which not all agencies do, such as those in a bigger and broader reporting district. He emphasized that those listed as pending are from larger reporting districts. Vice-Chair Humphrey requested that in future reports, non-responsive agencies are not categorized as pending so that the Board can take action with the local entities. Directors Solis noted that out of the 34 Sheriff positions, some were not fulfilled and asked how staffing was handled in terms of overtime costs and who was responsible for the costs. Ed Pederson stated that overtime costs were absorbed by the Sheriff s department and not by the Authority s budget. Director Solis requested to be provided the staffing levels and overtime in order to better understand the contract. Ed Pederson stated that information was included in the report but would provide the information in a 3 Item No. 17 Appendix is included as Attachment A to these minutes and can also be obtained by visiting the Metrolink website: http://metrolinktrains.com/agency/page/title/meetings and viewing the January 13, 2017 Board meeting packet listed under Achieves. 10

Board of Directors Board Meeting Minutes January 13, 2017 Transmittal Date: January 20, 2017 Page 11 dollar format. Arthur T. Leahy indicated that staff would follow up with this information 4. Director Martinez inquired if sexual assaults would be categorized in Part 1 or Part 2 crimes. Ed Pederson replied that sexual assault crimes would fit under the category of aggravated assault and would be included in Part 1 crimes. Director Krekorian commented that the data contained in the tables for Part 1 and Part 2 crimes consisted of mainly snapshots. He stated that although year over year data is provided, it did not allow for the analyzing of trends and suggested 10 year timeframe be included for that purpose. Ed Pederson replied that staff would provide the information in a 10-year timeframe in future reports 5. ACTION: The Board received and filed this report. 18. Update on Customer Information System Project Status Jerone Hurst, Director, Signals and Communications Systems provided a brief background on this item as detailed in the staff report and introduced Wabtec representatives Michael Rodriquez, Technical Program Manager, and Cory White, Lead Developer for Integrated Customer Information System (ICIS). Michael Rodriquez and Cory White delivered a presentation which included a demonstration of real time train arrivals and departures information. Vice-Chair Humphrey asked if a person could override the system to search a different station or line than the global positioning system (GPS) that would appear on the computer or mobile device. Cory White replied that the feature was available and further explained the functionality contained in the filters which would override the default location. Vice-Chair Humphrey also inquired about Application Program Interfaces (API) and the ability of others to build upon the Authority s data set by opening up an API. Cory White responded that the functionality would be available. A copy of the PowerPoint presentation is available upon request from the Board Secretary. ACTION: The Board received and filed this report. 19. Fare Calculation Errors in December 2016 Arun Chakladar, Senior Director Information Technology, provided a brief background on this item as detailed in the staff report. Chair Kotyuk acknowledged that corrective actions have been put in place so that this 4 The requested information is included as Attachment B of the minutes. 5 The requested information is included as Attachment C of the minutes. 11

Board of Directors Board Meeting Minutes January 13, 2017 Transmittal Date: January 20, 2017 Page 12 type of error does not reoccur. Arun Chakladar confirmed. ACTION: The Board received and filed this report. 20. Procurement of Fare Collection Systems Update Status Report Andy Ly, Manager, Special Projects (Fare Collections) delivered a presentation and provided a brief background on this item as detailed in the staff report. Director Franklin inquired if a state-wide plan existed with the goal of transit agencies working together on an account based system. Andy Ly replied he could not answer as to a state-wide plan, but indicated that Metro was pursuing a semi-account based system with their TAP program, and noted that the Authority was working with them for coordination. He added that he believed Orange County Transportation Authority (OCTA) and Redlands Transportation were also leveraging some of the features to allow flexibility to pursue an account base system if they chose to do so. Director Franklin stated that she wanted the Authority to implement a system that would be able to last despite future advances. A copy of the PowerPoint presentation is available upon request from the Board Secretary. ACTION: The Board received and filed this report. 21. Fiscal Year 2016-17 Marketing Plan Mark Waier, Manager, Sales and Marketing, delivered a presentation and provided a brief background on this item as detailed in the staff report. Vice-Chair Humphrey acknowledged the challenges presented in marketing and commended staff for promoting the Authority and wanted to ensure that staff balanced marketing efforts with ethics to avoid telemarketing methods as an example. Director Franklin requested staff to present to the Board a report on the failures to deliver service during the recent Festival of Lights campaign. She stated this campaign was focused on reaching out to new riders, yet the underlying service design was weak. Arthur. T Leahy stated staff would prepare a full report on how and why that failure occurred and what steps will be taken to fix it moving forward. He stated that the fundamental issue was agreeing to a service design that could not be delivered upon. Director Winterbottom inquired about the Holiday Train and asked if there was any potential in obtaining outside financial support for this program. Mark Waier responded that staff was currently performing an analysis and would reach out to city managers and cities to better understand interest, and which time staff would return to the Board to discuss potential options. Director Solis remarked on growing interest in events in the Downtown Los Angeles area 12

Board of Directors Board Meeting Minutes January 13, 2017 Transmittal Date: January 20, 2017 Page 13 for example, Grand Park New Year s Eve annual event and she encouraged staff to look at ways to use this growing interest to grow ridership during free/special events throughout the region. Chair Kotyuk encouraged staff to work in conjunction with the marketing plan and prepare for its success. A copy of the PowerPoint presentation is available upon request from the Board Secretary. ACTION: The Board received and filed this report. 22. Mobile and Online (Web Based) Ticketing Project Update Mark Waier, Manager, Sales and Marketing, provided a brief background on this item as detailed in the staff report. ACTION: The Board received and filed this report. 23. Chief Executive Officer s Report Arthur T. Leahy, Chief Executive Officer reported on the following item: Office Space for Metrolink Headquarters With the passage of Measure M, Metro anticipates staffing levels would increase. Staff began researching commercial real estate in the local Los Angeles area. Staff would return in the near future to present progress made during its search and discuss with the Board. 24. Board Members' Comments Director Eaton stated that he was glad to be back serving on the Board after his long absence due to illness. Director Martinez asked for confirmation that the BNSF Railway (BNSF) leased locomotives were no longer in service and had been returned. Arthur T. Leahy confirmed that all the locomotives had been returned as of November 2016. 25. Chair s Comments Chair Kotyuk expressed his pleasure to be representing the Board of Directors as Chairman. He stated he looked forward to working with all the agencies moving forward. CLOSED SESSION 26. Closed Session The Board convened into Closed Session at 11:04a.m. to discuss Item No. 26 a. through d. Don Del Rio, General Counsel noted a correction as shown below in bold italics for Item No. 13

Board of Directors Board Meeting Minutes January 13, 2017 Transmittal Date: January 20, 2017 Page 14 26 d. The Board reconvened in Open Session at 11:55a.m., at which time Counsel indicated there was nothing to report. a. CONFERENCE WITH LEGAL COUNSEL EXISTING LITIGATION Pursuant to Government Code Section 54956.9(d)(1) Bruce Shelburne and Kathy Shelburne, et al. v. Hyundai Rotem USA Corp, SCRRA et al., Los Angeles County Superior Court, Lead Case No. BC607964. b. CONFERENCE WITH LEGAL COUNSEL EXISTING LITIGATION Pursuant to Government Code Section 54956.9(d)(1) SCRRA v. Hyundai Rotem Company, United States District Court for the Central District of California, Case No. 2:16-cv-08042-JAK- JEM. c. PUBLIC EMPLOYEE PERFORMANCE EVALUATION Pursuant to Government Code Section 54957 Public Employee Performance Evaluation. Title: General Counsel d. CONFERENCE WITH LABOR NEGOTIATORS Pursuant to Government Code Section 54957.6. Agency Designated Representative: Chair Nelson Kotyuk Unrepresented Employee: General Counsel 27. ADJOURNMENT There being no further business for consideration by the Board, the meeting was adjourned at 11:56a.m. Respectfully Submitted, Kari Holman Assistant to the CEO/Board Secretary 14

ATTACHMENT A Appendix Metrolink Stations Reported Crimes January 2016 to October 2016 Station Address Part 1 Crimes Part 2 Crimes Lancaster 44812 N. Sierra Hwy. Lancaster, CA 0 7 Newhall 24300 Railroad Ave. Santa Clarita, CA 1 Auto Theft 0 Palmdale 39000 Clock Tower Plaza Dr. Palmdale, CA Pending Pending Princessa 19201 Via Princessa Santa Clarita, CA 1 Grand Theft Vehicle 0 Santa Clarita 22122 Soledad Canyon Rd. Santa Clarita, CA 0 0 Sun Valley 8360 San Fernando Rd. Sun Valley, CA 0 1 Sylmar / San Fernando 12219 Frank Modugno Dr. Los Angeles, CA 0 4 Vincent Grade / Acton 730 W. Sierra Hwy. Acton, CA 1 Grand Theft/Larceny 3 Burbank 201 N. Front St. Burbank, CA Pending Pending Glendale 400 W. Cerritos Ave. Glendale, 2 Theft Stolen CA 4 Vehicle 16 LAUS 2 Rapes 3 Robberies 4 Aggravated 800 N. Alameda St. Los Assaults Angeles, CA 2 Burglaries 15 Thefts 1 Arson 25 Anaheim Canyon 1039 N. Pacificenter Dr., Anaheim, CA 1 Stolen Vehicle 1 Grand Theft 1 Theft License Plate North Main Corona 250 E. Blaine St. Corona, CA Pending Pending Riverside-La Sierra 10901 Indiana Ave. Riverside, CA Pending Pending West Corona 155 S. Auto Center Dr. Corona, CA Pending Pending Anaheim 2150 E. Katella Ave. Anaheim, CA 0 0 Oceanside 235 S. Tremont St. Oceanside, CA 0 0 San Clemente 1850 Avenida Estacion, San Clemente, CA Pending Pending San Clemente Pier 615 Avenida Victoria, San Clemente, CA Pending Pending Irvine 15215 Barranca Parkway Irvine, CA Pending Pending Laguna Niguel / 28200 Forbes Rd. Laguna Mission Viejo Niguel, CA Pending Pending Orange 194 N. Atchison St. Orange, CA Pending Pending 0 15

ATTACHMENT A San Juan Capistrano 26701 Verdugo St. San Juan Capistrano, CA Pending Pending Santa Ana 1000 E. Santa Ana Blvd. Santa Ana, CA Pending Pending Tustin 2975 Edinger Ave. Tustin, CA 92780 Pending Pending Buena Park 8400 Lakeknoll Dr. Buena Park, CA Pending Pending Commerce 6433 26th St. Commerce, CA Pending Pending Fullerton 120 E. Santa Fe Ave. Fullerton, CA Pending Pending Norwalk / Santa Fe 12650 Imperial Hwy. Norwalk, Springs CA Pending Pending Downtown Pomona 101 W. First St. Pomona, CA Pending Pending E. Ontario 3330 E. Francis St. Ontario, CA Pending Industry 600 S. Brea Canyon Rd. City of Industry, CA Motor Vehicle Theft 0 Montebello / Commerce 2000 Flotilla St. Montebello, CA 5 Auto Burglary 4 PC GTA 1 Grand Theft Pedley 6001 Pedley Rd. Riverside, CA Pending Pending Riverside-Downtown 4066 E. St. Riverside, CA Pending Pending Cal State LA 5150 State University Drive, Los Angeles CA Pending Pending Claremont 200 W. 1st Street, Claremont, CA 1 Motor Vehicle Theft 1 Battery 1 Attempted Robbery Covina 600 N. Citrus Ave. Covina CA Pending Pending El Monte 10925 Railroad Street, El Monte CA 0 0 Fontana 16777 Orange Way, Fontana, CA 5 Auto Burglary 1 Aggravated Assault Montclair 5091 Richton St. Montclair Ca Pending Pending 205 Santa Fe Street, Pomona 3 Grand Theft Auto Pomona (North) 1 CA 1 Larceny 1 4 17 Rancho Cucamonga 11208 Azusa Ct, Rancho Cucamonga CA 2 Larceny 1 Grand Theft Auto 3 Rialto 261 S. Palm Ave., Rialto CA Pending Pending Upland San Bernardino Burbank Bob Hope Airport 300 East A. Street, Upland CA 1204 W. 3rd St. San Bernardino, CA 3750 W. Empire Ave, Burbank CA 2 Burglary 1 Vehicle Theft 1 Robbery 1 Domestic Violence Pending 1 Grand Theft Auto 1 Auto Burglary 3 Pending 0 16

ATTACHMENT A 1 Attempted Theft 1 Grand Theft Auto Camarillo 30 Lewis Rd, Camarillo CA Pending Pending Chatsworth 10046 Old Depot Plaza Rd. Chatsworth CA Pending Pending Montalvo / East Ventura 6175 Ventura Blvd, Ventura CA Pending Pending Moorpark 300 High St., Moorpark CA Pending Pending Northridge 8775 Wilbur Ave., Northridge CA Pending Pending Oxnard 201 E. Fourth St., Oxnard CA Pending Pending Simi Valley 5050 Los Angeles Ave., CA Pending Pending Van Nuys 7720 Van Nuys Blvd, Van Nuys CA Pending Pending Hunter Park - Riverside 1101 Marlborough Ave. Riverside CA Pending Pending Moreno Valley/ March Field 14160 Meridian Parkway, Riverside CA Pending Pending Perris 121 South C street, Perris CA Pending Pending South Perris 1304 Case Road, Perris CA Pending Pending ARTIC 1750 S Douglas Rd, Anaheim CA Pending Pending 17

Attachment B Los Angeles County Sheriff Department - Metrolink Bureau Deputies Positions Deputies Funded By Metrolink* December Deputy Overtime Assigned Deputies Vacant Funded Deputy Positions Vacancy Overtime Hours Overtime Hours Worked by Metrolink Bureau Deputies** Average Overtime Hours Worked by Metrolink Bureau Deputies Deputy 37 34 27 7 1064 1402.5 51.9 * Funded Deputies excluded two (2) deputy items currently suspended by Metrolink from the Perris Valley Line extension. Also excludes one (1) deputy item suspended through the end of December for Metrolink funding issues. ** Hours worked by deputies includes all overtime including Vacancy, Injury/Illness backfill and Special Event. Average Deputy Hourly Overtime Cost $71.06 Average Deputy Hourly Straight Time Cost (Salary & Benefits) $71.19 Part I & Part II System-wide Crime Data 2007 through 2016 PART I: Metrolink system-wide 2016 Part I Crimes, 24 total Part I Crimes, are at a 10 year low and below the 10 year average of 39.2 Part I Crime per year. PART II: Metrolink system-wide 2016 Part II Crimes, 247 total Part II Crimes, are below the 10 year average of 337.5 Part II Crimes per year. Trespassing crimes have remained high at 172 for 2016. Ventura Line Part I Crimes have remained consistently low. Part II Crimes increased, but this was exclusively in the area of trespassing where law enforcement was concentrating its efforts. Antelope Valley Line For 2016, the 11 Part I Crimes were slightly below the 10 year average of 11.3 Part I Crimes per year. Part II Crimes were down for 2016 which was below the 10 year average of 58.7 Part II Crimes per year. San Bernardino Line For 2016, the nine Part I Crimes were below the 10 year average of 18.2 Part I Crimes per year. Part II Crimes were down for 2016 which was below the 10 year average of 130.7 Part II Crimes per year. 18

Attachment C Riverside Line For 2016, the one Part I Crimes was below the 10 year average of 2.9 Part I Crimes per year. Part II Crimes were down for 2016 which was below the 10 year average of 63.3 Part II Crimes per year. 91/Perris Valley Line For 2016, Part I Crimes were zero. Part II Crimes were down for 2016 which is below the 10 year average of 4.5 Part II Crimes per year. Orange County Line For 2016, the two Part I Crimes were below the 10 year average of 3.4 Part I Crimes per year. Part II Crimes were down for 2016 which was below the 10 year average of 34.3 Part II Crimes per year. Inland Empire - Orange County Line For 2016, Part I Crimes were zero, and Part II Crimes were zero. 19

Attachment C Part I Crimes Ventura Antelope Valley San Bernardino Riverside 91 Line Orange County IEOC Line 30 25 20 15 10 5 0 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 20

Attachment C Part II Crimes Ventura Antelope Valley San Bernardino Riverside 91 Line Orange County IEOC Line 250 200 150 100 50 0 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 21

Attachment C VENTURA LINE 90 Part I Crimes Part II Crimes 80 70 60 50 40 30 20 10 0 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 22

Attachment C ANTELOPE VALLEY LINE 120 Part I Crimes Part II Crimes 100 80 60 40 20 0 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 23

Attachment C SAN BERNARDINO LINE 250 Part I Crimes Part II Crimes 200 150 100 50 0 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 24

Attachment C RIVERSIDE LINE 100 Part I Crimes Part II Crimes 90 80 70 60 50 40 30 20 10 0 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 25

Attachment C 91 LINE 10 Part I Crimes Part II Crimes 9 8 7 6 5 4 3 2 1 0 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 26

Attachment C ORANGE COUNTY LINE 70 Part I Crimes Part II Crimes 60 50 40 30 20 10 0 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 27

Attachment C IEOC LINE 12 Part I Crimes Part II Crimes 10 8 6 4 2 0 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 28

Attachment C Metrolink Platform Part I & II Crime Stats January 2016 - October 2016 Station Address Homicide Rape Robbery Aggravated Assault Burglary Larceny / Theft Grand Theft Auto Arson Part II Crimes All Types LAUS 800 N. Alameda St. Los Angeles, CA 90012 0 2 3 4 2 15 0 1 25 East Ventura Oxnard 6175 Ventura Blvd, Ventura Ca. 93006 201 E. Fourth St., Oxnard Ca. 93030 0 0 0 0 0 0 0 0 0 0 0 0 0 0 6 0 0 17 Camarillo 30 Lewis Rd, Camarillo Ca. 93012 Moorpark 300 High St., Moorpark Ca. 93021 0 0 0 0 0 0 0 0 1 Simi Valley 5050 Los Angeles Ave., Ca 93063 Chatswoth Northridge Van Nuys Burbank Bob Hope Airport Lancaster Palmdale Vincent Grade / Acton 10046 Old Depot Plaza Rd. Chatsworth Ca. 91311 8775 Wilbur Ave., Northridge Ca. 91324 7720 Van Nuys Blvd, Van Nuys Ca. 91405 3750 W. Empire Ave, Burbank Ca. 91505 44812 N. Sierra Hwy. Lancaster, CA 93534 39000 Clock Tower Plaza Dr. Palmdale, CA 93550 730 W. Sierra Hwy. Acton, CA 93550 0 0 0 0 1 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 7 0 1 0 0 1 4 3 0 30 0 0 0 0 0 1 0 0 3 29

Attachment C Metrolink Platform Part I & II Crime Stats January 2016 - October 2016 Station Address Homicide Rape Robbery Aggravated Assault Via Princessa Santa Clarita Newhall Sylmar / San Fernando Sun Valley Burbank Downtown Glendale San Bernardino Railto Fontana Rancho Cucamonga Upland Montclair Claremont 19201 Via Princessa Santa Clarita, CA 91351 22122 Soledad Cayon Rd. Santa Clarita, CA 91350 24300 Railroad Ave. Santa Clarita, Ca 91321 12219 Frank Modugno Dr. Los Angeles, CA 91342 8360 San Fernando Rd. Sun Valley, CA 91352 201 N. Front St. Burbank, CA 91502 400 W. Cerritos Ave. Glendale, CA 91204 1204 W. 3rd St. San Bernardino, CA 92410 261 S. Palm Ave., Rialto Ca. 92376 16777 Orange Way, Fontana, Ca. 92335 11208 Azusa Ct, Rancho Cucamonga Ca. 91730 300 East A. Street, Upalnd Ca. 91786 5091 Richton St. Montclair Ca 91763 200 W. 1st Street, Claremont, Ca. 91711 Burglary Larceny / Theft Grand Theft Auto Arson Part II Crimes All Types 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 2 0 0 1 1 0 4 0 0 2 0 4 1 1 0 6 0 0 0 0 1 0 2 0 0 0 0 0 0 0 2 4 0 16 0 0 1 0 1 1 8 0 4 0 0 0 0 0 1 1 0 8 0 0 0 1 5 0 0 0 17 0 0 0 0 0 2 1 0 3 0 0 1 1 2 0 1 0 3 0 1 1 0 1 4 6 0 58 0 0 1 0 0 0 2 0 4 30

Attachment C Metrolink Platform Part I & II Crime Stats January 2016 - October 2016 Station Address Homicide Rape Robbery Aggravated Assault Pomona North Covina Baldwin Park El Monte Cal State LA Downtown Riverside Pedley East Ontario 205 Santa Fe Street, Pomona Ca. 91767 600 N. Citrus ave. Covina Ca. 91723 3825 Downing Ave. Baldwin Park, Ca 91706 201 N. Front St. Burbank, CA 91502 400 W. Cerritos Ave. Glendale, CA 91204 4066 Vine St. Riverside, CA 92507 6001 Pedley Rd. Riverside, CA 92509 3330 E. Francis St. Ontario, CA 91761 Burglary Larceny / Theft Grand Theft Auto Arson Part II Crimes All Types 0 0 0 0 0 1 3 0 1 0 0 0 0 0 1 0 0 2 0 0 0 0 0 2 0 0 2 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 2 0 0 0 0 0 1 0 0 1 0 1 0 0 1 1 2 0 1 Downtown Pomona 101 W. First St. Pomona, CA 91766 0 0 0 0 0 0 0 0 0 Industry Montebello / Commerce Commerce 600 S. Brea Canyon Rd. City of Industry, CA 91789 2000 Flotilla St. Montebello, CA 90640 6433 26th St. Commerce, CA 90040 0 0 0 0 0 0 1 0 0 0 0 0 0 5 1 4 0 1 0 0 0 0 0 2 2 0 1 31

Attachment C Metrolink Platform Part I & II Crime Stats January 2016 - October 2016 Station Address Homicide Rape Robbery Aggravated Assault Burglary Larceny / Theft Grand Theft Auto Arson Part II Crimes All Types Norwalk / Santa Fe Springs 12650 Imperial Hwy. Norwalk, CA 90650 0 0 0 0 0 0 0 0 4 Buena Park Fullerton Anaheim / Arctic Orange Santa Ana 8400 Lakeknoll Dr. Buena Park, CA 90621 120 E. Santa Fe Ave. Fullerton, CA 92832 0 0 0 1 0 3 1 0 0 0 0 2 0 2 13 1 0 32 2626 E Katella Ave, Anaheim Ca 0 0 0 0 0 4 0 0 11 194 N. Atchison St. Orange, CA 92866 1000 E. Santa Ana Blvd. Santa Ana, CA 92701 0 0 0 1 0 0 0 0 13 Tustin 2975 Edinger Ave. Tustin, CA 92780 0 0 0 0 0 6 1 0 4 Laguan Niguel Irvine San Juan Capistrano San Clemente San Clemente Pier 28200 Forbes Rd. Laguna Niguel, CA 92677 15215 Barranca Parkway Irvine, CA 92618 26701 Verdugo St. San Juan Capistrano 92675 1850 Avenida Estacion San Clemente, CA 92672 615 Avenida Victoria San Clemente, CA 92672 0 0 0 0 0 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 1 0 1 0 5 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 32

Attachment C Metrolink Platform Part I & II Crime Stats January 2016 - October 2016 Station Address Homicide Rape Robbery Aggravated Assault Oceanside Anaheim Canyon West Corona Corona North Main Riverside / La Sierra Hunter Park 235 S. Tremont St. Oceanside, CA 92054 1039 N. Pacificenter Dr. Anaheim, CA 92806 155 S. Auto Center Dr. Corona, CA 92880 Burglary Larceny / Theft Grand Theft Auto Arson Part II Crimes All Types 0 0 0 0 0 0 0 0 0 0 0 0 0 0 2 1 0 0 0 0 0 0 0 1 0 0 0 250 E. Blaine St. Corona 92879 0 0 0 0 0 0 1 0 5 10901 Indiana Ave. Riverside, CA 92503 1101 Marlborough Ave. Riverside Ca. 92507 Moreno Valley / March Field 14160 Meridian Parkway, Riverside Ca. 92518 0 0 0 0 0 0 0 0 1 Downtown 121 South C street, Perris Ca 0 0 0 1 0 1 0 0 7 Perris 92570 South Perris 1304 Case Rd., Perris Ca 92570 0 0 0 0 0 1 0 0 2 Homicide Rape Robbery Aggravated Assault Burglary Larceny / Theft Grand Theft Auto Arson Part II Crimes All Types Totals 0 5 13 10 27 81 51 1 302 33

SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY TRANSMITTAL DATE: January 20, 2017 MEETING DATE: January 27, 2017 ITEM 8 TO: FROM: SUBJECT: Board of Directors Arthur T. Leahy Design Services Agreement with the City of Laguna Niguel for Crown Valley Parkway Overpass Widening Issue Approval to execute the Design Services Agreement (DSA) with the City of Laguna Niguel for the Crown Valley Parkway Overpass Widening is needed. This project will widen the Crown Valley parkway bridge over the Orange subdivision tracks located in the City of Laguna Niguel. Recommendation It is recommended that the Board authorize the Chief Executive Officer to negotiate and execute the Design Services Agreement with the City of Laguna Niguel in the amount of $983,200 to define roles, responsibilities and funding for design and construction of Crown Valley Parkway Overpass Widening. Alternative The Board may request additional information. Strategic Goal Alignment This report aligns with the strategic goals to invest in people and assets and retain and grow ridership. It demonstrates concern for the quality of life of communities surrounding Metrolink and seeks creative and collaborative solutions to develop partnerships and increase capacity to improve the mobility of Southern California. Background The City of Laguna Niguel has issued a contract to provide final engineering design services to widen the north side (westbound direction) of Crown Valley Parkway from the intersection of Forbes Road to the Interstate 5 southbound exit ramp in the City of Laguna Niguel which includes widening the north side of the existing grade separated overhead structure within One Gateway Plaza, 12 th Floor, Los Angeles, CA 90012 34

Design Services Agreement with the City of Laguna Niguel for Crown Valley Parkway Overpass Widening Transmittal Date: January 20, 2017 Meeting Date: January 27, 2017 Page 2 railroad Right-of Way. This City project will provide additional lanes of traffic to relieve congestion. This project is located on the Authority s Orange Subdivision at milepost 193.20. The Crown Valley parkway is designated as California Public Utilities Commission (CPUC) Crossing No. OR-193.2-A, and DOT No. 026780C. In conjunction with the City s project, the Authority, at City s sole cost and expense, agrees to design signal facilities, relocate signal facilities, issue permits to the City, provide design support including engineering review, attend diagnostic meetings with CPUC, undertake project management, develop the Construction and Maintenance Agreement and provide railroad safety and inspection services to accommodate the project. Therefore, it is recommended that the Board approve the attached Design Services Agreement (see Attachment A). The City of Laguna Niguel approved this agreement at its December 20, 2016 City Council meeting. Budget Impact There is no budgetary impact as a result of this item. The City of Laguna Niguel will provide funding for the project. Prepared by: Darrell Maxey, Deputy Chief Operating Officer (PTC and Engineering) Gary Lettengarver Chief Operating Officer 35

ATTACHMENT A SCRRA File No. S0000376 SCRRA Project No. 881438 DESIGN SERVICES AGREEMENT BETWEEN SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY AND THE CITY OF LAGUNA NIGUEL For CROWN VALLEY PARKWAY OVERPASS WIDENING MILE POST 193.2- SCRRA ORANGE SUBDIVISION CPUC No. OR-193.2-A DOT No.: 026780C Laguna Niguel, Orange, California City of Laguna Niguel Additions and Deletions November 02, 2016 Crown Valley Parkway Overpass Widening -1- Design Services Agreement 11-02-16 36

ATTACHMENT A SCRRA File No. S0000376 SCRRA Project No. 881438 This Design Services Agreement ( AGREEMENT ) is made and entered into on this day of, 2016 ( Effective date ), by and between the SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY ( SCRRA ), located at One Gateway Plaza, Floor 12, Los Angeles, CA 90012, and the CITY OF LAGUNA NIGUEL, a general law city and a municipal corporation organized and existing under the laws of the State of California (hereinafter referred to as CITY ), to be addressed at the City of Laguna Niguel, a General Law city and a municipal corporation organized and existing under the laws of the State of California, hereinafter referred to as "CITY", located at 30111 Crown Valley Parkway, Laguna Niguel, California, 92677. Herein CITY and SCRRA are sometimes individually referred to as PARTY, and collectively referred to as PARTIES. RECITALS: 1. SCRRA is a five-county joint powers authority, created pursuant to the California Public Utilities Code Section 130255 and California Government Code Section 6500 et seq., to build, maintain, administer, and operate the METROLINK commuter train system on railroad right-of-ways owned by the member agencies and through other shared use and joint operation agreements. The five-county member agencies are comprised of the following: Los Angeles County Metropolitan Transportation Authority ( MTA ), Ventura County Transportation Commission ( VCTC ), Orange County Transportation Authority ( OCTA ), San Bernardino Associated Governments ( SANBAG ), and Riverside County Transportation Commission ( RCTC ). 2. SCRRA and the Operating Railroads [as used herein Operating Railroads" means any passenger or freight-related railroad company(s) operating on SCRRA track(s), including the National Railroad Passenger Corporation (AMTRAK), the Union Pacific Railroad Company (UPRR), the BNSF Railway (BNSF)] operate trains and rail equipment on rightof-way owned by OCTA, in accordance with Shared Use Agreements between BNSF and OCTA, dated April 18, 1991, December 16, 1992, and October 30, 1992 and the Crown Valley Parkway Overpass Widening -2- Design Services Agreement 11-02-16 37

ATTACHMENT A SCRRA File No. S0000376 SCRRA Project No. 881438 Agreement between SCRRA, its Member Agencies, and the National Railroad Passenger Corporation (AMTRAK), otherwise known as the Intercity Agreement. 3. BNSF and the County of Orange entered into the Shared Use Agreement covering the construction, use, maintenance and repair of a grade separated overpass structure that carries vehicular traffic traversing on Crown Valley Parkway, CPUC No. OR- 193.2-A, DOT No. 026780C, at SCRRA's Mile Post 193.2 on its Orange Subdivision in Laguna Niguel. 4. The CITY has issued a contract to provide final engineering design services to widen the north side of Crown Valley Parkway. The project is broken into two distinct segments to facilitate project delivery: Segment 1 from Forbes Road to just west of the Oso Creek Channel Bridge, and Segment 2 from Forbes Road to the I-5 SB exit ramp. Segment 2 improvements include the north side widening of the existing grade separated overhead structure ( PROJECT"). The current location of the SCRRA signal facility requires relocation prior to constructing the widening on Crown Valley Parkway. The location, conceptual design of overhead structure, and associated improvements of the project further shown in Attachment A-1, and A-2. 5. The term PROJECT as used in this AGREEMENT includes the following improvements: (a) Widen the north side (westbound direction) of Crown Valley Parkway from Forbes Road to just west of the Oso Creek Channel Bridge in the City of Laguna Niguel (Segment 1); (b) Widen the north side (westbound direction) of Crown Valley Parkway from the intersection of Forbes Road to the I-5 SB exit ramp in the City of Laguna Niguel which include widening north side existing grade separated overhead structure within Railroad Right-Of Way (Segment 2); Crown Valley Parkway Overpass Widening -3- Design Services Agreement 11-02-16 38

ATTACHMENT A SCRRA File No. S0000376 SCRRA Project No. 881438 (c) (d) (e) (f) (g) Coordinate Railroad signal design and relocation with SCRRA including signal, communication facilities and Positive Train Control (PTC); Construction phasing to maintain railroad operations throughout construction; Railroad coordination; Fencing, grading, alterations to or new construction of drainage facilities, any and/or all other work of every kind and character necessary to accomplish the conceptual designs and preliminary engineering and preparation of Plans, Specifications and Estimates ("PS&E") for widening the north side existing grade separated overhead structure of Crown Valley Parkway project. 6. In conjunction with the PROJECT, SCRRA, at CITY s sole cost and expense, agrees to design signal facilities, relocate signal facilities, issue permits to the CITY, provide design support including engineering review, attend diagnostic meetings with CPUC, undertake project management, develop the C&M Agreement and provide railroad safety and inspection services to accommodate the PROJECT, hereinafter referred to as RAILROAD SERVICES, and as detailed in Section I of this AGREEMENT. 7. The PARTIES desire to enter into this AGREEMENT with respect to the work to be completed during the preliminary engineering and design phase so that any provisions for railroad requirements can be included. Through this AGREEMENT funds will be provided by the CITY to cover SCRRA costs to review elements of the PROJECT that impact the Metrolink operated and maintained railroad tracks and provide railroad coordination for phasing and staging plans. Impacts to the railroad may include track signal and communication relocations or modifications, positive train control (PTC) facility relocations or modifications and will require railroad safety protection and inspection services. Also, included in this AGREEMENT, after designs are completed, but before construction begins PARTIES agree to enter into a Construction and Maintenance Agreement which will protect the PARTIES interests during construction of the PROJECT. Crown Valley Parkway Overpass Widening -4- Design Services Agreement 11-02-16 39

ATTACHMENT A SCRRA File No. S0000376 SCRRA Project No. 881438 AGREEMENT IN CONSIDERATION of the promises and mutual understandings of the PARTIES, and the faithful performance thereof: SECTION I SCRRA, as part of its responsibilities, shall perform the following: SCRRA shall provide RAILROAD SERVICES during CITY s development of the plans, specifications and estimate (PS&E) for the PROJECT as follows: 1. Review and provide comments for the engineering documents (plans, specifications, and reports) for widening the north side of Crown Valley Parkway for compliance with SCRRA requirements and operating train service. 2. Review and provide comments for the construction phasing plans. 3. Review and provide comments for plans, scope of work and cost estimates for any modifications to track(s) required to accommodate the PROJECT. 4. Develop and provide plans, specifications, and cost estimates for any modifications to the signal and communication system required to accommodate the PROJECT. 5. Relocate existing signal cantilever. 6. Develop and provide plans, specifications, scope of work and cost estimates for any and all necessary changes to positive train control (PTC) facilities and appurtenances required to accommodate the PROJECT. Crown Valley Parkway Overpass Widening -5- Design Services Agreement 11-02-16 40

ATTACHMENT A SCRRA File No. S0000376 SCRRA Project No. 881438 7. Administer and process permit as necessary. Provide safety training to CITY and its Consultant and Contractors on an as-needed basis. 8. Locate and mark signal and communications cables for OCTA s Consultant and Contractors on an as-needed basis. 9. Provide Railroad protective and inspection services, including flagging, railroad safety training to third party personnel working on the railroad right of way, and SCRRA utility markings required for the PROJECT. 10. Provide project management, coordination and review of City submittals for compliance to SCRRA standards, attend project development and coordination meetings, diagnostic meetings and coordinate preparation of all agreements. 11. Prepare Contract Task Orders (CTOs) for SCRRA Engineering Consultants and Contractors and other tasks as may be required to manage and coordinate SCRRA interests. 12. Provide Agency administrative support for the project necessary to assist the CITY in the development of the PROJECT and including all interdepartmental support. 13. Develop Construction and Maintenance (C&M) Agreement for the PROJECT. Said agreement must be in place prior to permitting construction on SCRRA right of way. 14. Submit to the CITY quarterly expense reports of SCRRA and its Engineering Consultants and Contractors for work in connection with the PROJECT and the RAILROAD SERVICES on the basis of items set forth in Attachment B and per guidelines set forth in Attachment C. Expense reports shall be delivered to the CITY within 30 days of the end of the preceding quarter. The first quarter will begin the first day of the month that this AGREEMENT is executed. Expense reports shall include detailed information including description, date of the expense, business purpose and amount. SCRRA shall attach Crown Valley Parkway Overpass Widening -6- Design Services Agreement 11-02-16 41

ATTACHMENT A SCRRA File No. S0000376 SCRRA Project No. 881438 supporting documents substantiating the expense such as itemized receipts, paid invoices or paid credit card statements (if description has sufficient detail). Travel-related expenses are not allowed unless pre-approved by the CITY prior to travel. SECTION II CITY as part of its responsibilities, shall perform the following: 1. Fund one hundred percent (100%) of all RAILROAD SERVICES costs included in Attachment B and any other costs associated with the PROJECT. The costs associated with the line items in Attachment B are only estimates and may vary, for which the CITY shall be responsible for reimbursement of one hundred percent (100%) of all costs incurred by SCRRA. 2. Upon execution of this AGREEMENT, deposit seventy percent (70%) of the design costs of the estimate contained in Attachment B, Railroad Services Costs or one hundred fifty two thousand seven hundred forty dollars ($152,740.00), with SCRRA. When the actual cost and expenses incurred by SCRRA, including the estimated allocated overhead, reaches one hundred thousand dollars ($100,000), SCRRA shall notify CITY in writing and the CITY shall deposit the remaining balance of the estimated design cost of the RAILROAD SERVICES with 30 days of such notification. Should the amounts on deposit be depleted before the RAILROAD SERVICES are completed, SCRRA may stop all work and will not recommence until CITY s next deposit is received. Attachment B, also has the estimated costs of SCRRA s services during construction phase. This cost estimate is provided as an information to the CITY for funding purposes. The requirements on deposit for this construction costs will be included in the Construction and Maintenance (C&M) agreement prior to start of the construction phase. Crown Valley Parkway Overpass Widening -7- Design Services Agreement 11-02-16 42

ATTACHMENT A SCRRA File No. S0000376 SCRRA Project No. 881438 3. Fund any other costs associated with obtaining right-of-way, encroachments, easements and other entitlements necessary prior to construction of the PROJECT. 4. Shall prepare detailed Plans, Specifications, and Estimates (the "PS&E") for the Project, excepting designs of the Railroad Work to be performed by SCRRA. 5. Shall, at its sole cost and expense, comply with all SCRRA terms and conditions and other special guidelines that SCRRA may provide to the CITY for this Project. 6. Shall furnish and submit 6 sets along with a pdf electronic file of half size plans copies of the plans and specifications, along with the supporting calculations, to SCRRA at a 30%, 60%, 90%, and 100% stages of design completion, and at other times as requested by SCRRA during development of the design, for the review and approval of SCRRA, insofar as the Project affects the property, facilities, safety, operation, or interests of SCRRA. 7. The PS&E shall include all appurtenances, associated drainage, shoring, sheeting, and excavations for bents and/or abutments next to or adjacent to SCRRA's tracks and, if applicable, all demolition and removal plans for any existing structures. The CITY shall make its submittals sufficiently in advance of the final adoption of any element in the design to permit SCRRA a reasonable period for review, and to communicate any recommendations or to make any requests for revisions in the PS&E where the interests of SCRRA are affected by the Project. 8. Prepare plans, specifications and estimates, PS&E for construction phasing plans. 9. Comply with the most current SCRRA design manuals, standards, guidelines and other documents in effect at each submittal phase called for herein. Additionally, if a construction contract for the PROJECT has not been awarded and a Notice to Proceed Crown Valley Parkway Overpass Widening -8- Design Services Agreement 11-02-16 43

ATTACHMENT A SCRRA File No. S0000376 SCRRA Project No. 881438 issued within two years of the execution of the C&M agreement, the CITY s design shall be changed to incorporate any SCRRA revised design requirements, at CITY s expense. 10. Identify and locate all SCRRA signal and communication, and PTC facilities in the project area. Signals determined to be obscured and or signals and communication facilities determined to be in conflict with construction will be relocated, if necessary. Relocations will be designed by SCRRA and relocated by SCRRA at CITY expense. SCRRA facilities that cannot be relocated because of operational or other constrains may require CITY to alter their design or construction procedures. 11. Shall include in the PS&E package for submittals as set forth herein all Third Party facilities within the physical boundaries of the PROJECT. In the event that any utility work needs to be undertaken for any existing public and/or private utility during the preliminary engineering phase of the PROJECT, CITY will make all necessary agreements with the owners for the protection, relocation or removal of said facilities. CITY shall also provide copies of its letter agreements with utility companies to SCRRA and OCTA showing that arrangements have been made for the protection, relocation or removal of all conflicting facilities within the OCTA right-of-way. 12. Shall seek additional or new easement(s) from OCTA to facilitate the work required to construct the PROJECT and for other features as may be required. 13. Reimburse SCRRA for SCRRA's operating train service in the event that a relocation of any utility facility performed in the design phase of the PROJECT causes an unscheduled delay to train service. SCRRA will charge the CITY any actual delay costs incurred by SCRRA resulting there from, including those arising from additional train crew labor costs, additional railroad inspector costs, cost of establishing any bus bridges, lost passenger revenues, and customer rebate costs. Crown Valley Parkway Overpass Widening -9- Design Services Agreement 11-02-16 44

ATTACHMENT A SCRRA File No. S0000376 SCRRA Project No. 881438 14. Execute and comply with any necessary Right of Entry forms (Form 5, 6, 37) from SCRRA for all PARTIES performing any work on the PROJECT that requires entry onto the OCTA right-of-way by CITY, its consultants or contractors prior to the performance of such work. 15. Obtain and comply with any and all necessary approvals, real estate permits, licenses or easements and other authorizations required by applicable laws, regulations, rules, or ordinances prior to commencement of any work within rail right-of-way from SCRRA s member agency, OCTA, UPRR, and Amtrak. 16. Should CITY disagree with SCRRA s design or design requirements or otherwise cause a cessation of development of the RAILROAD SERVICES, CITY shall be responsible for any costs involved in resuming and completing the RAILROAD SERVICES. SCRRA and CITY shall work to resolve any disputes in a timely manner to avoid such delay costs. Crown Valley Parkway Overpass Widening -10- Design Services Agreement 11-02-16 45

ATTACHMENT A SCRRA File No. S0000376 SCRRA Project No. 881438 SECTION III MUTUAL AGREEMENT: 1. Neither SCRRA, nor the Operating Railroads [operating railroads are any combination(s) of the Metrolink, the National Railroad Passenger Corporation (Amtrak), the Union Pacific Railroad Company (UPRR), and the BSNF Railway Company], nor any of SCRRA s board members, member agencies, officers, agents, volunteers, contractors, or employees, shall be responsible for any damage or liability occurring by reason of any acts or omissions on the part of CITY under or in connection with any aspect of the PROJECT, work, authority or obligation agreed to by the CITY under this AGREEMENT. CITY shall indemnify, defend and hold harmless SCRRA, any Operating Railroads, as identified by SCRRA, as well as their respective board members, member agencies, officers, agents, volunteers, contractors, and employees ( SCRRA Indemnities ) from any and all liability, loss, expense (including reasonable attorneys fees and other defense costs), demands, suits, liens, damages, costs, claims, including but not limited to, claims for bodily injury, death, personal injury, or property damage, that are incurred by or asserted against the SCRRA Indemnities arising out of or connected with any negligent acts or omissions on the part of CITY, its council, officers, agents, contractors, or employees under or in connection with any aspect of the PROJECT, work, authority or obligation agreed to by the CITY under this AGREEMENT. This indemnity shall survive completion of the PROJECT and RAILROAD SERVICES and termination of this AGREEMENT. 2. Neither CITY, nor its council, officers, agents, contractors, or employees shall be responsible for any damage or liability occurring by reason of any acts or omissions on the part of SCRRA under or in connection with any RAILROAD SERVICES, authority or obligation agreed to by SCRRA under this AGREEMENT. SCRRA shall indemnify, defend and hold harmless CITY, as well as their respective council, officers, agents, contractors, and employees ( CITY Indemnities ) from any and all liability, loss, expense Crown Valley Parkway Overpass Widening -11- Design Services Agreement 11-02-16 46

ATTACHMENT A SCRRA File No. S0000376 SCRRA Project No. 881438 (including reasonable attorneys fees and other defense costs), demands, suits, liens, damages, costs, claims, including but not limited to, claims for bodily injury, death, personal injury, or property damage, that are incurred by or asserted against the CITY Indemnities arising out of or connected with any negligent acts or omissions on the part of SCRRA, its board members, officers, agents, volunteers, contractors or employees under or in connection with any aspect of the RAILROAD SERVICES, authority or obligation agreed to by SCRRA under this AGREEMENT. This indemnity shall survive completion of the PROJECT and RAILROAD SERVICES and termination of this AGREEMENT. 3. In contemplation of the provisions of Government Code 895.2 imposing certain tort liability jointly upon public entities solely by reason of such entities being PARTIES to an agreement, as defined in Government Code 895, each of the PARTIES hereto, pursuant to the authorization contained in Government Code 895.4 and 895.6, will assume the full liability imposed upon it or any of its officers, agents or employees by law for injury caused by any negligent or wrongful act or omission occurring in the performance of this AGREEMENT to the same extent that such liability would be imposed in the absence of 895.2 of such code. To achieve this purpose, each party agrees to indemnify and hold harmless the other for any cost or expense that may be imposed upon such other solely by virtue of said 895.2. The provisions of Civil Code 2778 are made a part hereof as if incorporated herein. 4. The sources of funding for the PROJECT are City and State funds. All contracts, expenses and invoicing for this PROJECT shall meet the requirements of CITY s funding sources which are included in Attachment C, attached hereto and by reference incorporated herein. 5. The construction and maintenance responsibilities for the PROJECT will be covered by a separate C&M Agreement which will be executed prior to commencement of construction of each element of the PROJECT. Crown Valley Parkway Overpass Widening -12- Design Services Agreement 11-02-16 47

ATTACHMENT A SCRRA File No. S0000376 SCRRA Project No. 881438 6. In addition to the specific provisions of this AGREEMENT, delay in performance by any party hereunder shall not be a default where delays or defaults are due to war; insurrection; strikes; lock-outs; riots; floods; earthquakes; weather; fires; casualties; accidents; emergencies; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; unusually severe weather; Federally-mandated inspections and maintenance; and/or any other causes beyond the control or without the fault of the party claiming an extension of time for any such cause. An extension of time for any such cause shall only be for the period of the enforced delay, which period shall commence to run from the time of commencement of the cause. 7. The unenforceability, invalidity, or illegality of any provision of this AGREEMENT shall not render the other provisions unenforceable, invalid, or illegal. 8. This AGREEMENT shall be construed and interpreted under the laws of the State of California. 9. This AGREEMENT contains the entire understanding of the PARTIES and cannot be amended or modified except by a written amendment executed by both PARTIES. 10. Any notice sent by first class mail, postage paid, to the address and addressee, shall be deemed to have been given when in the ordinary course it would be delivered. The representatives of the PARTIES who are primarily responsible for the administration of this AGREEMENT, and to whom notices, demands and communications shall be given are as follows: To CITY Mr. Nasser Abbaszadeh Public Works Director/City Engineer To SCRRA Msr. Darrell MaxeyPatricia Watkins Deputy Chief Operating Officer (PTC & Engineering) Interim Director of Engineering & Construction Crown Valley Parkway Overpass Widening -13- Design Services Agreement 11-02-16 48

ATTACHMENT A SCRRA File No. S0000376 SCRRA Project No. 881438 Public Works Department City of Laguna Niguel Southern California Regional Rail Authority Laguna Niguel City Hall 30111 Crown Valley Parkway Laguna Niguel, CA 92677 Pomona, CA 91767 2700 Melbourne Avenue2558 Supply Street E-mail: E-mail: nabbaszadeh@cityoflagunaniguel.org maxeyd@scrra.netwatkinsp@scrra.net Telephone: (949) 362-4377 Telephone: (909) 451-2343593-4291 Crown Valley Parkway Overpass Widening -14- Design Services Agreement 11-02-16 49

ATTACHMENT A SCRRA File No. S0000376 SCRRA Project No. 881438 IN WITNESS WHEREOF, the PARTIES have executed this AGREEMENT as of the date first written above. SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY CITY OF LAGUNA NIGUEL By: Arthur T. Leahy Chief Executive Officer By: Rod Foster City Manager Date: Date: APPROVED AS TO FORM: APPROVED AS TO FORM: By: Don O. Del Rio General Counsel By: Terry Dixon City Attorney Date: Date: Crown Valley Parkway Overpass Widening -15- Design Services Agreement 11-02-16 50

ATTACHMENT A SCRRA File No. S0000376 SCRRA Project No. 881438 ATTACHMENT A-1 Project Location Crown Valley Parkway Overpass Widening -16- Design Services Agreement 11-02-16 51

ATTACHMENT A SCRRA File No. S0000376 SCRRA Project No. 881438 Crown Valley Parkway Overpass Widening -17- Design Services Agreement 11-02-16 52

ATTACHMENT A SCRRA File No. S0000376 SCRRA Project No. 881438 ATTACHMENT A-2 Conceptual Plan Crown Valley Parkway Overpass Widening -18- Design Services Agreement 11-02-16 53

ATTACHMENT A SCRRA File No. S0000376 SCRRA Project No. 881438 Crown Valley Parkway Overpass Widening -19- Design Services Agreement 11-02-16 54

ATTACHMENT A SCRRA File No. S0000376 SCRRA Project No. 881438 ATTACHMENT B RAILROAD SERVICES COSTS Crown Valley Parkway Overpass Widening -20- Design Services Agreement 11-02-16 55

ATTACHMENT A SCRRA File No. S0000376 SCRRA Project No. 881438 Date 3-Aug-16 SCRRA Project No. 881438 Project Name Crown Valley Parkway Westbound Widening Project Schedule August 2016-November 2017 QUANTITY NO. ITEM Month No. of Meeting Hours No. of Total Months per Persons UNIT 1 Scope of Work 1.1 a PDT Meetings 15 1 3 1 45 HR $200.00 $9,000.00 b Inter-Departmental Meetings 15 1 2 3 90 HR $200.00 $18,000.00 Total 135 HR $27,000.00 1.2 a Project Management and Administration Progress reports 15 1 2 1 30 HR $200.00 $6,000.00 b General PM Work 15 1 8 1 120 HR $200.00 $24,000.00 Total 150 HR $30,000.00 1.3 Document Review/Design Support a Design Signal ( By SCRRA's Contractor) LS $50,000.00 $50,000.00 b Review design documents by Engineering, Signal & Communications, Safety, Operations for milestone submittals : 30%, 60%, 90%, 100% 100 3 300 HR $200.00 $60,000.00 c Project Definition Report/Alternatives Analysis 20 3 60 HR $200.00 $12,000.00 d Site Visits 12 3 36 HR $200.00 $7,200.00 Total $129,200.00 1.4 a Flagging Services Administrative Fees LS $5,000.00 $5,000.00 b Safety Training by SCRRA Consultant: Safety Training is provided by SCRRA Contractor LS $2,000.00 $2,000.00 or consultant. Class size up to 20-participants. c SCRRA C&S Markings LS $2,500.00 $2,500.00 d Flagging Services 15 DAY $1,500.00 $22,500.00 Total $32,000.00 Sub-Total Design Cost $218,200.00 1.5 a Construction Related Cost Construction of Project Total (Signal Relocation Cost) LS $500,000.00 $500,000.00 Construction Contingency @ 10% LS $50,000.00 $50,000.00 b. Flagging Services 120 DAY $1,500.00 $180,000.00 c. Project Management /Construction Management (Design Service During Construction) LS $50,000.00 $50,000.00 Sub-Total Construction Cost PROJECT COST (Design & Construction) $780,000.00 $998,200.00 Initial Deposit (CITY of Laguna Niguel)- Item 3 below -$15,000.00 TOTAL ESTIMATED COST $983,200.00 Notes: 1 2 3 Meetings UNIT COST TOTAL COST The cost of the SCRRA services shown is an estimate only and the CITY of Laguna Niguel will reimburse SCRRA on the basis of actual costs and expenses. CITY of Laguna Niguel shall reimburse SCRRA the actual costs and expenses incurred by SCRRA and its contractors and consultants for all services and work performed in connection with this project, including an allocated overhead representing SCRRA s costs for administration and management. SCRRA received a deposited check (# 90174) dated 05/26/2016 for the amount of $15,000 from CITY of Laguna Niguel for administration and plan design services the Crown Valley Parkway Widening Project Crown Valley Parkway Overpass Widening -21- Design Services Agreement 11-02-16 56

ATTACHMENT A SCRRA File No. S0000376 SCRRA Project No. 881438 ATTACHMENT C DRAFT FUNDING SOURCES/REQUIREMENTS Direct City Contribution Developer Costs Measure M Turnback Funds Allocated But Not Yet Received By City Measure M sales tax City Funds Standard accounting auditing requirements Crown Valley Parkway Overpass Widening -22- Design Services Agreement 11-02-16 57

SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY TRANSMITTAL DATE: January 20, 2017 MEETING DATE: January 27, 2017 ITEM 9 TO: FROM: SUBJECT: Board of Directors Arthur T. Leahy Tier 4 Locomotive Update Issue Staff is presenting an updated Tier 4 project schedule and additional information on required qualification testing. Recommendation The Board may receive and file this report. Strategic Goal Alignment This report aligns with the strategic goal to retain and grow ridership. Equipment reliability and availability are important aspects to maintaining customer satisfaction. Alternative The Board may request additional information. Background At the September 23, 2016 Board meeting, staff, along with an Progress Rail/Electro-Motive Diesel (EMD) representative, provided an updated delivery schedule, which showed that four Tier 4 units would be delivered by the end of 2016. Refer to Attachment A for the updated delivery schedule. The first locomotive, the 905 was delivered in June 2016. But EMD was unable to deliver any additional units before the end of 2016. On January 13, 2017 the second locomotive, the 908, was delivered to Metrolink. As of January 19, 2017 locomotives 909 and 910 arrived in Los Angeles awaiting delivery to Metrolink. No additional locomotives are expected to be delivered to Metrolink for the remainder of January. The previously reported design issue involving the locomotive cab access step ladders is resolved. A modification has been approved and the replacement step ladders are in production, soon to be available for replacement on the four locomotives now in Los Angeles. One Gateway Plaza, 12 th Floor, Los Angeles, CA 90012 58

Tier 4 Locomotive Update Transmittal Date: January 20, 2017 Meeting Date: January 27, 2017 Page 2 The F125 is a new design and subject to not only a plethora of tests and validations but also subject to a high level of scruitany from the Federal Railroad Administration (FRA). For any new locomotive design or design change it is a requirement to provide the FRA a detailed test plan that addresses all aspects of locomotive test validations that will be performed during the initial operations of the F125 on the Metrolink system. The Metrolink / EMD test plan was submitted to the FRA on December 22, 2016. Subsequent to the plan submittal is a series of questions and answers currently under way. If the plan presents minimal concerns to the FRA, approval could be as soon as the first or second week of February 2017 but it could be delayed if any significant changes have to be made. When the test plan is approved the Metrolink system non-revenue testing will commence. Testing will include Positive Train Control (PTC) and locomotive overall design performance. Testing will likely take up to six weeks to complete. When testing is complete and the design is validated, the F125 will then be ready for Metrolink revenue service operations. There are no cost increases to Metrolink as a result of the delivery delay. Speedway trains The timelines to have the locomotives in revenue service and available for the Speedway trains has narrowed significantly. With the FRA in the test plan approval process the locomotives will not be available for those trains. Angles Express If the FRA approves the test plan without requiring any significant changes, the non-revenue testing should be complete in time for Angels Express trains. Keep in mind that it is the design being tested and every locomotive does not need to go through the same tests so when one is approved they are all approved for service. Next Steps Staff will return to the Board in March 2017 with an update that will include more definite information. Staff will notify the Board if further schedule delays are identified. Budget Impact There is no budgetary impact as a result of this report. Prepared by: Anthony Neil Brown, Program Manager, Fleet Richard Tripoli, Director, Maintenance of Equipment Kimberly Yu Deputy Chief Operating Officer (Planning and Project Delivery) Gary Lettengarver Chief Operating Officer 59

ATTACHMENT A UPDATED PROGRESS RAIL/EMD LOCOMOTIVE DELIVERY SCHEDULE Road Number Delivery Date Status 905 6/16/2016 Delivered 908 1/10/2017 Delivered 909 1/20/2017 In Los Angeles 910 1/20/2017 In Los Angeles 911 2/1/2017 Shipping on 2 / 6 907 2/9/2017 At Muncie for Repaint 912 2/13/2017 Scheduled to ship 2 / 9 913 2/18/2017 Scheduled to ship 2 / 14 906 3/1/2017 Muncie for final paint 914 3/4/2017 Scheduled to ship on 2 / 15 915 3/31/2017 916 4/14/2017 917 4/28/2017 903 4/29/2017 Unit fully assembled and currently at EMD in LaGrange, IL undergoing final validation tests 918 5/10/2017 919 5/24/2017 920 6/7/2017 921 6/22/2017 60

SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY TRANSMITTAL DATE: January 20, 2017 MEETING DATE: January 27, 2017 ITEM 10 TO: FROM: SUBJECT: Board of Directors Arthur T. Leahy Fiscal Year 2015-16 Comprehensive Annual Financial Report and Single Audit Issue The Comprehensive Annual Financial Report (CAFR) and Single Audit for Fiscal Year 2015-16 have been completed. A representative from the external auditor, Moss Adams LLP, will provide the Board with the required communications and other necessary information regarding the completed audits and report distribution. Recommendation The Board may receive and file this report. Committee Review This item was also presented and discussed at the Executive Management and Audit Committee Meeting held on January 27, 2017 at 9:00 am. Alternative The Board may request additional information. Strategic Goal Alignment This report aligns with the strategic goal to maintain fiscal sustainability. Receipt of the Report acknowledges the Unmodified Opinion expressed by our independent auditors, Moss Adams, for the fiscal year ended June 30, 2016. Background Moss Adams LLP (Moss Adams) is an independent public accounting firm engaged by the Authority under Contract No. QM145-15 to perform external audit services for the Authority s One Gateway Plaza, 12 th Floor, Los Angeles, CA 90012 61

Fiscal Year 2015-16 Comprehensive Annual Financial Report Transmittal Date: January 20, 2017 Meeting Date: January 27, 2017 Page 2 fiscal year 2015-2016. Moss Adams is currently conducting these services for the Fiscal year ended June 30, 2016. The CAFR presents the audited basic financial statements of the Authority, management discussion and analysis, supporting footnotes, required supplementary information and statistical information. The Single Audit is an audit of the Authority s compliance with the requirements of law, regulations and grant agreements applicable to federally funded projects. The CAFR, Single Audit and Required Communications will be provided under separate cover. Budget Impact There is no budgetary impact as a result of this report. Prepared by: Tom Schamber, Manager, General Accounting Ronnie Campbell, Chief Financial Officer Elissa K. Konove Deputy Chief Executive Officer 62

SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY TRANSMITTAL DATE: January 20, 2017 MEETING DATE: January 27, 2017 ITEM 11 TO: FROM: SUBJECT: Board of Directors Arthur T. Leahy Federal Railroad Administration Violations Update Issue This report is provided in response to a February 12, 2016 Board request for updates on violations received from the Federal Railroad Administration (FRA). It includes data accumulated over the last 10 years, as well as the FRA violations recorded by the Authority to date in 2016. The report includes accountability tools and measures, as requested by the Board at its July 22, 2016 meeting. The Authority has seen an increase in FRA violations related to signal/grade crossing inspections and hours of service records keeping in the last year. The violations related to hours of service records represents a failure to adhere to record-keeping requirements of the FRA by dispatch, Mass Electric, and Amtrak personnel. A history of the citations over the past 10 years is provided as Attachment A. Recommendation The Board may receive and file this report. Alternative The Board may request additional information. Strategic Goal Alignment This report aligns to the strategic goal to ensure a safe operating environment. Background The FRA applies the general and permanent rules published in the Code of Federal Regulations, Transportation, (49 CFR Part 200-399) to oversee and assess penalties for violations against both freight and commuter railroad agencies. The FRA conducts frequent inspections and audits agencies records to monitor and enforce railroad safety regulations specified in 49 CFR. When agencies are cited, FRA can consider issuing: One Gateway Plaza, 12 th Floor, Los Angeles, CA 90012 63

Federal Railroad Administration Violations Update Transmittal Date: January 20, 2017 Meeting Date: January 27, 2017 Page 2 1) Civil monetary penalties; 2) Individual liability actions; 3) Criminal penalties; 4) Compliance orders and agreements; 5) Emergency orders; 6) Special notices for repairs; and 7) Injunctions. Civil monetary penalty is by far the most common enforcement tool and ranges from the minimum of $650 to the most serious maximum of $105,000. The Authority places paramount importance on safety and compliance and maintains a strong record of compliance with FRA regulations and minimal instances of FRA violations relative to the rest of the industry. Types of FRA violations received over a 10-year period vary from Signal Inspections Regulations, Grade Crossing Signal Safety, Railroad Operating Practices, Railroad Operation Rules, Passenger Equipment Safety Standards, Hours of Service Record Keeping, Track Safety Standards, Accident Reports Regulations, Locomotive Safety Standards and Statues, and Emergency Orders No. 24/26. Safety staff obtained copies and reviewed all FRA enforcement reports dating back to Fiscal Year 2006 (FY06). Reports of 2015 FRA violations demonstrated lack of process and procedures, ineffective management practices and failure to develop an electronic data base for signal inspections. Below is an explanation for the hour of service and signal violations in 2015. Although there were multiple findings issued over previous years many were minor and were not problematic system-wide. The more consistent and problematic violations pertain to hours of service and signal violations. A summary of all violations over ten years are included in Attachment A. Discussion Hours of Service Dispatching Operations received two Hours of Service (HOS) exceptions, no violations were issued; Amtrak received one HOS violation; as per contract, this fine was paid by the rail operator; Bombardier and Mass Electric each received only inspections; no exceptions were taken. Every service employee who performs HOS duties must record the location, date, and start and end time for each tour of duty. There were no violations issued as result of HOS workers 64

Federal Railroad Administration Violations Update Transmittal Date: January 20, 2017 Meeting Date: January 27, 2017 Page 3 exceeding their 12 hours total time on duty; however, there were infractions related to inaccuracy and illegibility of required time keeping records. The departments and employees involved in the failures have been re-trained on reporting requirements. System Safety staff will conduct audits on a regular basis to ensure these requirements are being met. Mass Electric Signal Inspections Beginning in February 2015, FRA Signal Inspectors began a concentrated inspection effort on the Authority s 49 CFR part 234 and 236 test and inspection records. 49 CFR part 234 and 236 require that railroads inspect and test highway rail grade crossing devices as well as railroad signals systems; documentation of the inspections is required at both the field location and a central office location. Since 2015, FRA inspectors have generated multiple inspection reports with exceptions taken and violations served for incomplete, inaccurate or non-compliant tests and inspection records. Tests and inspections on the Authority s signal and grade crossing warning systems are documented using Authority designed, created and maintained paper forms that have remained basically unchanged since 2001. Maintenance and construction contractors performing work on the Authority s signal and grade crossing warning systems are required to document site- and equipment-specific information, as well as test results, on these test forms manually. The lack of compliance with FRA regulations generally occurred due to a lack of processes, oversight and focus in the area of compliance. Contract requirements between the Authority and the signal and communications contractor allow for a lengthy delay (in excess of 60 days) from the time tests are performed to the time tests are received by the Authority, reviewed, and ultimately filed. This lengthy delay in receiving and filing tests also contributed to a lack of oversight by both the staffs of the Authority and signal contractor since there was no electronic records management system to track communication and signal assets, what tests were due, when they had been completed, and when they were next required. 1. Staff has developed written procedures provided these to the contractor, and will ensure thorough inspections and records that meet FRA requirements are being kept. Staff is also working on developing and procuring an electronic record-keeping system for signal inspection regulations required by 49 CFR part 234 and 236. The Board at its December 9, 2016 meeting, approved evaluation criteria for the procurement of an electronic recording keeping system. 2. If a required test if found to be non-compliant with FRA 49CFR Parts 234 or 236 Rules and Regulations, notification will be made to the FRA local Signal Inspector. a. If an investigation ensues as a result of the non-compliance notification, Agency and Mass Electric personnel will be fully supportive of the effort and will provide all requested access to signal locations and documentation to the Inspector. 65

Federal Railroad Administration Violations Update Transmittal Date: January 20, 2017 Meeting Date: January 27, 2017 Page 4 b. If a Violation is received as a result non-compliance, Mass Electric Contractor will immediately complete all non-compliant tests and inspections to ensure the safety of the signal and grade crossing warning systems and provided all applicable test forms to the Agency immediately following the completion of the test. c. The non-compliant test will be treated as a rule violation and therefore will be reported to the Agency Rules Department as such. d. An investigation will be conducted to determine all facts surrounding the noncompliance test, all mitigating factors that contributed to the non-compliance, and a determination will be made as to who failed to complete the required test and inspections. If the non-compliance is determined to be the result of negligence of Mass Electric, disciplinary actions will be assessed. Fines incurred by Mass Electric will be paid by Mass Electric. Follow Up Following each FRA inspection, all reports are forwarded to the System Safety Department for recording, analysis and tracking. Staff also meets with the responsible contractor and reviews documentation for needed follow up. System Safety and Compliance Department staff then follow up with each contractor with random inspections and compliance audits. Action Plan To ensure accountability, Deputy Chief Operating Officer (DCOO), System Safety, Security and Compliance and DCOO, Dispatch and Operator Services, are meeting with the FRA Deputy Regional Administrator every two months to review progress on FRA inspections. As required by the DCOO, System Safety, Security and Compliance all FRA inspections, violations and citations must be promptly furnished to the System Safety Department for proper recording, analysis, mitigation and follow-up. The DCOO is also presenting this information to emphasize its importance at Operating Department meetings. The System Safety department has been trained by the FRA and will be performing internal assessments on 49 CFR regulatory requirements. Mass Electric will complete a thorough inspection to ensure the safety of the signal and grade crossing warning systems are fully operational. If a non-compliance test is determined to be the result of negligence disciplinary action will be assessed. Staff will monitor the progress with Mass Electric on a monthly basis. Staff will report to the Board on FRA violations on a biannual basis. Budget Impact There is no budgetary impact as a result of this report. 66

Federal Railroad Administration Violations Update Transmittal Date: January 20, 2017 Meeting Date: January 27, 2017 Page 5 Prepared by: Fred Jackson, Director, System Safety and Security Ed Pederson Deputy Chief Operating Officer (System Safety) Gary Lettengarver Chief Operating Officer 67

Federal Railroad Administration Violations Update Transmittal Date: January 20, 2017 Meeting Date: January 27, 2017 Page 6 ATTACHMENT A FRA Violations Issued Against the Authority between 2006 and 2015 Between the years of 2006-2015, the FRA issued 54 violations against the Authority totaling $200,000. A breakdown of these penalties for each year is provided in Tables 1-10 below. Since the final penalty assessment or settlement amount for a given claim varies depending on appeals, the initial amounts were reduced by $88,700 to a final settlement amount of $111,300. Data for 2016 is included as a forecast with final settlement amount subject to further adjustment pending FRA and SCRRA final review. A line graph illustrating FRA citation amounts and number of violations issued against the Authority historically by year from 2006 to 2016 is provided as Figure 1. Table 1. FRA Violations Issued against the Authority in 2006* Penalty Settlement Penalties Penalty Amount Amount 1 Railroad Communications Regulations $2,500 0 1 Total: $2,500 $0 *These violations have been settled and closed. Cases were terminated in 2006. Table 2. FRA Violations Issued against the Authority in 2007* Penalty Settlement Penalties Penalty Amount Amount 1 Track Safety Standards $2,500 0 1 Total: $2,500 $0 *These violations have been settled and closed. Cases were terminated in 2007. 68

Federal Railroad Administration Violations Update Transmittal Date: January 20, 2017 Meeting Date: January 27, 2017 Page 7 Table 3. FRA Violations Issued against the Authority in 2008* Penalties 1 Penalty Grade Crossing Signal Safety Regulations Penalty Amount Settlement Amount $5,000 $2,500 1 Total: $5,000 $2,500 *These violations have been settled and closed. Table 4. FRA Violations Issued against the Authority in 2009* Penalties Penalty *These violations have been settled and closed. Penalty Amount Settlement Amount 1 Grade Crossing Signal Safety Regulations $5,000 $2,500 12 Railroad Operating Rules $63,500 $31,750 1 Locomotive Safety Standards and Statues $5,000 $2,500 1 Emergency Order No. 24/26 $10,000 $9,000 15 Total: $83,500 $45,750 Table 5. FRA Violations Issued against the Authority in 2010* Penalties Penalty Penalty Settlement Amount Amount 2 Accident Reports Regulations $5,000 $2,500 1 Passenger Equipment Safety Standards $5,000 $2,500 2 Locomotive Safety Standards and Statues $10,000 $5,000 1 Track Safety Standards $2,500 $1,625 1 Grade Crossing Signal Safety Regulations $5,000 $2,500 7 Total: $27,500 $14,125 *These violations have been settled and closed. 69

Federal Railroad Administration Violations Update Transmittal Date: January 20, 2017 Meeting Date: January 27, 2017 Page 8 Table 6. FRA Violations Issued against the Authority in 2011* Penalties 1 Penalty Grade Crossings and Signal Safety Regulations Penalty Amount Settlement Amount $5,000 $2,500 1 Total: $5,000 $2,500 *These violations have been settled and closed. Table 7. FRA Violations Issued against the Authority in 2012* Penalty Settlement Penalties Penalty Amount Amount 1 Accident Reports Regulations $1,000 $650 1 Total: $1,000 $650 *These violations have been settled and closed. Table 8. FRA Violations Issued against the Authority in 2013* Penalties Penalty Penalty Amount Settlement Amount 5 Accident Reports Regulations $12,500 $6,450 5 Total: $12,500 $6,450 *These violations have been settled and closed. Table 9. FRA Violations Issued against the Authority in 2014* Penalties Penalty Penalty Settlement Amount Amount 1 Hours of Service Record Keeping $1,000 $650 2 Grade Crossing Signal Safety Regulations $2,500 $650 3 Total: $3,500 $1,300 *These violations have been settled and closed. 70

Federal Railroad Administration Violations Update Transmittal Date: January 20, 2017 Meeting Date: January 27, 2017 Page 9 Table 10. FRA Violations Issued against the Authority in 2015* Penalties Penalty Penalty Settlement Amount Amount 1 Passenger Equipment Safety Standards $2,500 $1,725 3 Grade Crossing Signal Safety $3,000 $1,950 1 Railroad Operating Practices $5,000 $3,500 9 Signal Inspection Regulations $9,000 $5,850 5 Railroad Operating Rules $37,500 $25,000 19 Total: $57,000 $38,025 *These violations have been settled and closed. A forecast of 2016 FRA violation data is provided below: Penalties Penalty Penalty Settlement Amount Amount 22 Grade Crossing Signal Safety $45,000 TBD 2 Signal Inspection Regulations $2,000 $1,300 24 Total: $47,000 *$45,650 *Initial settlement amount subject to further adjustment pending FRA and SCRRA final review. 71

Federal Railroad Administration Violations Update Transmittal Date: January 20, 2017 Meeting Date: January 27, 2017 Page 10 Figure 1. Historical Summary of FRA Citations by Cost and Year 50,000 45,000 40,000 35,000 30,000 25,000 20,000 15,000 10,000 5,000 0 $45,750 (15) $45,650 (24) $38,025 (19) $14,125 (7) $2,500(1) $6,450 (5) $650 (1) $0(1) $0 (1) $2,500 (1) $1,300 (3) 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 FRA Violation Penalties *The numbers in parenthesis next to the settlement amount on the figure above represent the number of violations issued against the Authority in that given year. 72

SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY TRANSMITTAL DATE: January 20, 2017 MEETING DATE: January 27, 2017 ITEM 12 TO: FROM: SUBJECT: Board of Directors Arthur T. Leahy Key Performance Indicators Quarterly Performance Report Quarter Ended September 30, 2016 Issue The Key Performance Indicators (KPI) Quarterly Performance Report provides the latest results for the first quarter of FY2016-17 (FY17). For each of the seven strategic goals, KPIs and performance targets were identified and implemented in a Performance Report that is presented to the Board on a quarterly basis. Recommendation The Board may receive and file this report. Strategic Goal Alignment This report aligns with the strategic goal to improve communication to customers and stakeholders. This item supports the measurement and management of all seven of the Authority s strategic goals. Background On March 11, 2016, the Board of Directors adopted the Authority s 2015 Ten-Year Strategic Plan (Plan) which outlines Key Performance Indicators to implement the goals and strategies described in the Plan. A set of proposed Key Performance Indicators tied to the Authority s seven strategic goals was presented to the Board on July 22, 2016 and subsequently implemented as part of a new KPI Quarterly Performance Report. The current report for the first quarter of FY2016-17 September 30, 2016 maintains the format that was introduced with the first report presented to the Board on November 18, 2016. This latest report includes the new annual KPI for internal communications (Strategic Goal 7: Improve Organizational Efficiency). The KPI monitors the percentage of employees with approved performance plans. The KPI for the employee turnover rate will be reported annually instead of quarterly due to seasonal variation and the lack of national benchmark data on a quarterly basis. One Gateway Plaza, 12 th Floor, Los Angeles, CA 90012 73

Key Performance Indicators Quarterly Performance Report Quarter Ended September 30, 2016 Transmittal Date: January 20, 2017 Meeting Date: January 27, 2017 Page 2 FY17 Quarter Ended September 30, 2016 Performance Summary The first quarter of FY17 saw continued growth in ridership (as measured based on ticket sales), a 3.7% increase from a year earlier, although ridership growth has slowed slightly from the prior quarter (which was up 5.0%). This reduced rate reflects lower gasoline prices, which have fallen by as much as 25% from a year earlier. Though not all KPIs reached their performance targets, the first quarter was marked by improvements in service reliability and fewer customer complaints. KPIs that performed better than the target include: Ridership Passenger Miles Customer Complaints KPIs that fell short of their target include: Safety incidents Fare Revenue Condition of Assets On-time performance Discussion Though safety, fare revenue, condition of assets, and on-time performance fell short of their performance targets for the first quarter of FY17, key initiatives have been identified that will be acted upon to improve these KPI s in subsequent quarters. In regards to safety incidents, key initiatives that will improve performance include: The opening of a second platform at the Vincent Grade/Acton station on September 28 will improve safety for riders along that segment of the Antelope Valley Line, specifically at that station. A Spanish language campaign including radio spots on key Hispanic stations throughout the region directed at our target demographic, focusing on trespassing prevention. For the first time, the campaign will also utilize geo-fencing technology to serve bilingual digital display grade crossing safety messaging near and around over 800 grade crossing locations throughout the Metrolink system. Increased efficiency testing and training for compliance staff. Benchmark study of industry best practices to avoid employee injuries. In continued partnership with California Operation Lifesaver, we are directing their efforts to our priority areas including Quiet Zones. Rail safety promotion via transit bus advertising and social media. 74

Key Performance Indicators Quarterly Performance Report Quarter Ended September 30, 2016 Transmittal Date: January 20, 2017 Meeting Date: January 27, 2017 Page 3 Initiation of a multi-agency Southern California Incident Reduction Team to address encroachment, encampments and other right of way issues. In regards to fare revenue, key initiatives that will improve performance include: Much of the fare revenue shortfall can be traced to lower ticket sales on the San Bernardino Line due to the opening of the Gold Line Foothill extension. Staff is working with member agencies on developing strategies to help grow fare revenue. Since launch of Metrolink s Mobile Ticketing app it has been adopted by a growing number of riders. Full integration with the Metro fare gates is underway and will increase convenience for more riders in FY17. Continuation of the I-5 marketing campaigns and other marketing initiatives will seek to further attract new riders to Metrolink. In regards to assets, key initiatives that will improve performance include: Adoption of a TAM plan and policy. According to the FTA baseline transit asset management metrics, Metrolink is performing well. However, these thresholds are set lower than most operating standards and work will still need to be completed in order to maintain the Authority s assets in a state of good repair. In regards to on-time performance, key initiatives that will improve performance include: Staff is working with local jurisdictions to improve response times for coroners during fatal incidents. Staff is continuing to evaluate schedules to identify opportunities for optimization and to minimize the impact of train meets on service reliability. Arrival of the new F125 locomotives in service starting 2017 will improve the mechanical reliability of Metrolink s locomotive fleet. Staff is working on expediting $58 million in high priority rehabilitation projects primarily bridge and track through advancement of grant and member funding. Additional information on the KPI results are provided in Attachment A. Budget Impact There is no budgetary impact as a result of this report. Prepared by: Roderick Diaz, Director, Planning and Development Henning Eichler, Planning Manager (Planning & System Performance Analysis) 75

Key Performance Indicators Quarterly Performance Report Quarter Ended September 30, 2016 Transmittal Date: January 20, 2017 Meeting Date: January 27, 2017 Page 4 Kimberly Yu Deputy Chief Operating Officer (Planning and Project Delivery) Gary Lettengarver Chief Operating Officer 76

ATTACHMENT A Key Performance Indicators Quarterly Performance Report TABLE OF CONTENTS Methodology 2 Performance Summary 3 Safety 4 Fare Revenue 6 Condition of Assets 8 Service Reliability 9 Ridership 11 Passenger Miles 14 Customer Complaints 15 Internal Communication 17 Glossary 18 FY16/17 1 st Quarter July - September 77 1

Safety Key Performance Indicators KPI Definition Methodology Metric: Incidents / 100,000 train miles Employee injuries / 200,000 work hours Target: 5 year moving averaget Frequency: Quarterly The metric is calculated based on the number of reported safety incidents per 100,000 train miles operated during the reporting period. Incidents include: accidents involving grade crossing accidents, trespassers, derailments. Suicides, which are outside of Metrolink s control, are not included. Reportable employee injuries are reported per 200,000 work hours and include Metrolink staff and contract employees. Fare Revenue Operating Cost Employee Engagement Condition of Assets On-time Performance Ridership Passenger Miles Connectivity Customer Communications Complaints Station City Outreach Internal Communication Metric: Fare Revenue Target: Annual Operating Budget Frequency: Quarterly Metric: Operating Cost Target: Annual Operating Budget Frequency: Quarterly Metric: Employee Turnover Rate Target: National Benchmark Frequency: Annual Metric: Condition of Assets Targets: FTA s State of Good Repair (SGR) target Frequency: Quarterly Metric: Percent of scheduled trains arriving on-time Target: 95% Frequency: Quarterly Metric: Linked Passenger Trips Target: Annual Operating Budget Frequency: Quarterly Metric: Passenger miles Target: Population growth rate. Frequency: Quarterly Metric: Transfers to connecting transit per 100,000 linked trips. Target: TBD Frequency: Annual Metric: Complaints about Metrolink communications to customers per 100,000 boardings Target: 10-year rolling average Frequency: Quarterly Metric: Stakeholder satisfaction with Metrolink outreach Target: TBD Frequency: Annual Metric: Percent of employees with approved Performance Plans linked to agency goals by Oc. 1 Target: 5% increase annually Frequency: Annual Fare revenue represents the total customer revenue received from sales of Metrolink fare media. SCRRA s operating expenses include Train Operations, Maintenance of Way and Insurance/Claims. The employee turnover rate is the ratio of total separations to the average number of employees. Benchmark data is provided from CEB Global, HR Leadership Council, Unified Benchmarking Platform adjusted rates for the Government sector. Percent of asset classes by dollar value meeting FTA s State of Good Repair (SGR) target. Target: 100% of assets by dollar value. Asset classes include: Rolling Stock, Infrastructure, Facilities, Equipment. On-Time Performance, or schedule adherence, is a measure of the percentage of scheduled trains that reach their final destination on time. Linked passenger trips directly correspond to ticket sales for a trip between an origin and destination station, no matter how many transfers are taken to complete the trip. The metric is calculated based on fare media sales. The metric is calculated based on ticket sales. It reflects the estimated number of trips taken and the total distance traveled on Metrolink trains. Transfers to connecting transit are calculated based on invoices received for transfers provided by partner agencies, annualized. Linked passenger trips are calculated based on Metrolink fare media sales. The metric reflects the total number of customer complaints about Metrolink communications to passengers that have been received through Metrolink s call center or through online comment. The metric is expressed as complaints per 100,000 boardings which is the industry norm. The target is 4.0 complaints per 100,000 boardings based on five years rolling average. Metric under development. The metric is calculated based on the total number of employees enrolled in the goal setting process (PerformanceLINK Phase 1: Establishing Your IPGs), 253 employees participated in the process to establish their IPGs for the performance period, July 2016 June 2017. 78 2

Key Performance Indicators Strategic Goal / KPI Performance Summary Goal 1: Ensure a Safe Operating Environment o SAFETY TARGET WAS NOT MET The first quarter incident rate increased from a year earlier due to an increase in grade crossing accidents. An unusually low accident rate during the first quarter of FY16 further magnified this increase. Goal 2: Maintain Fiscal Sustainability o REVENUE TARGET WAS NOT MET Fare revenue receipts came within 0.1% of budgeted amounts, and were 0.9% above prior year results, closer to target. Operating Cost is an annual KPI. It was last updated for FY16. Goal 3: Invest in People and Assets o ASSET TARGET WAS NOT MET 99% of assets by dollar value meet FTA s State of Good Repair target. The employee turnover rate is an annual KPI. It was last updated for FY16. Goal 4: Retain and Grow Ridership o OTP TARGET WAS NOT MET RIDERSHIP TARGET WAS MET PASSENGER MILE TARGET WAS MET Service reliability improved by 5.6% during the first quarter. Ridership and passenger miles increased by 3.7% and 3.5% respectively. Goal 5: Increase Regional Mobility The Transfer rate is an annual KPI. It was last updated for FY16. Goal 6: Improve Communications to Customers / Stakeholders COMPLAINTS TARGET WAS MET Fewer customer complaints about communications to passengers resulted in a 43% improvement in the indicator. The KPI for Stakeholder Communications is under development. Goal 7: Improve Organizational Efficiency A new KPI for Internal Communications (Employee Performance Plans) was implemented. 73% of employees had established performance plans. A target could not yet be calculated 79since no benchmark data from prior years exist. 3

Objective: Reduce Incidents KPI Definitions: Key Performance Indicators First Quarter FY2016 Incidents per 100,000 train miles (excl. suicides) Target: Five year moving average Safety incidents per 100,000 train miles Quarter FY16 FY17 % Change Q1 0.6 1.0 70% Q2 0.9 Q3 1.9 Q4 1.2 YTD 1.2 Employee injuries per 200,000 work hours * Quarter FY16 FY17 % Change Q1 3.7 3.5-6% Q2 4.5 Q3 6.4 Q4 3.0 YTD 4.4 * Includes SCRRA, Amtrak, and contractors from Jacobs, MEC, VTMI, and Bombardier. Re-stated from prior report for FY16. How is Metrolink doing? Target was not met. Why did performance change? SAFETY During the first quarter the rate of safety incidents per 100,000 train miles has increased to 1.02 from 0.6 a year earlier. This compares to a five year average of 0.9 incidents per 100,000 train miles. There was a 6% reduction in employee injuries per 200,000 work hours. The increase in the incident rate reflects an increase in vehicle strikes, to 4 during the first quarter of FY17, from 0 a year earlier. The increase is further magnified by the fact that the incident rate during the first quarter of FY16 was unusually low. There was a 6% reduction in the employee injury rate during the first quarter of FY16, reflecting a decline in the number of injuries per 200,000 work hours to 3.5 from 3.7 during the first quarter of the prior year. Key initiatives to improve performance Opening of a second platform at the Vincent Grade station to improve safety for riders. A Spanish language campaign including radio spots, focusing on trespassing prevention. Increased efficiency testing and training for compliance staff. Benchmark study of industry best practices to avoid employee injuries. Focus on priority areas including Quiet Zones. Rail safety promotion via transit bus advertising and social media. Initiation of a multi-agency Incident Reduction Team to address encroachment and other ROW issues. 2.0 Safety Incidents per 100,000 Train Miles - Historical Trend 1.5 1.0 0.5 0.0 FY11 Q4 FY12 Q1 FY12 Q2 FY12 Q3 FY12 Q4 FY13 Q1 FY13 Q2 FY13 Q3 FY13 Q4 FY14 Q1 FY14 Q2 FY14 Q3 FY14 Q4 FY15 Q1 FY15 Q2 FY15 Q3 FY15 Q4 FY16 Q1 FY16 Q2 80 FY16 Q3 FY16 Q4 FY17 Q1 4

SAFETY Key Performance Key Performance Indicators Indicators First Quarter First Quarter FY2016 FY2016 Strategic Goal: Ensure a Safe Operating Environment SAFETY Key Performance Indicators Third Quarter FY2016 Strategic Goal: Ensure a Safe Operating Environment Fiscal Year / Quarter Pedestrian strikes (Grade Crossings only) Trespasser strikes (Non- Grade Crossings) Vehicle strikes Derailments Total incidents FY11 Q3 2 3 4 9 FY11 Q4 1 2 1 4 FY12 Q1 1 1 1 1 4 FY12 Q2 2 3 1 1 7 FY12 Q3 1 2 2 1 6 FY12 Q4 1 5 1 1 8 FY13 Q1 3 4 1 1 9 FY13 Q2 2 4 1 7 FY13 Q3 1 1 2 FY13 Q4 5 2 2 2 11 FY14 Q1 1 3 2 6 FY14 Q2 1 2 5 8 FY14 Q3 1 4 3 8 FY14 Q4 2 3 3 8 FY15 Q1 1 2 3 FY15 Q2 2 3 1 6 FY15 Q3 3 2 1 6 FY15 Q4 3 3 FY16 Q1 4 4 FY16 Q2 2 1 3 6 FY16 Q3 3 3 6 1 13 FY16 Q4 0 5 3 0 8 FY17 Q1 0 2 4 1 7 81 5

Key Performance Indicators First Quarter FY201 FARE REVENUE Objective: Increase Fare Revenue KPI Definition: Passenger Fare Revenue from sale of tickets at ticket vending machines (TVMs), Mobile App, through the mail, via corporate sales/pass-by-mail and at ticket windows. Target: Annual Operating Budget FY17 FARE REVENUE BUDGET VS ACTUAL (THOUSANDS) Quarter Budget Actual Diff %Diff FY17Q1 20,998 20,985 (13) -0.1% How is Metrolink doing? Target was not met. First quarter fare revenues were 0.1% below budget, and up 0.9% from the same period of last year. Why did performance change? Weekday fare revenue increased 0.2% from a year earlier, while weekend fare revenue increased more than 10% from a year earlier. All lines with the exception of the San Bernardino and Ventura County Lines reported increases in fare revenue compared to the prior year. The decline in revenue for the San Bernardino Line is linked to the opening of the Metro Gold Line extension in March 2016. Monthly pass sales continue to decline due to a shift to 7-Day Passes. Losses in pass revenue were set off by increases in revenue from one-way and roundtrip tickets, as well as weekend day passes. Key initiatives to improve performance The share of fare revenue derived from monthly passes has for the first time fallen below 50%. Marketing campaigns aim at new rider acquisitions and conversions to monthly pass ridership. Since launch of Metrolink s Mobile Ticketing app it has been adopted by a growing number of riders. Full integration with the Metro fare gates is underway and will increase convenience for more riders in FY17. Continuation of the I-5 marketing campaigns and other marketing initiatives will seek to further attract new riders to Metrolink. Metrolink promoted $10 Weekend Day Passes for all Rams home games. Millions $10 $10.6 Fare Revenue by Ticket Type (YTD) -5% $10.1 8% FY16 FY17 $0 5% $6.1 $6.6 11% $2.2 $2.3 $1.5 $1.7 Monthly Pass 7-Day Pass OW/RT (Wkd) Weekend 82 6

Key Performance Indicators First Quarter FY201 FARE REVENUE SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY Passenger Fare Revenue and Ridership Report First Quarter Ended September 30, 2016 (Thousands) Operating Line FY 16-17 Budget September 2015 FY 16-17 Actual Variance FY 16-17 Budget YEAR TO DATE FY 16-17 Actual Variance Revenue Weekday San Bernardino $ 1,741 $ 1,630 $ (112) $ 5,172 $ 4,797 $ (375) Ventura $ 556 $ 535 $ (21) $ 1,652 $ 1,564 $ (88) Antelope Valley $ 717 $ 798 $ 80 $ 2,131 $ 2,308 $ 178 Riverside $ 754 $ 732 $ (22) $ 2,239 $ 2,204 $ (35) Orange County $ 1,767 $ 1,725 $ (42) $ 5,248 $ 5,169 $ (79) Inland Empire/OC Line $ 644 $ 676 $ 32 $ 1,913 $ 1,987 $ 74 91 $ 401 $ 449 $ 47 $ 1,192 $ 1,310 $ 117 Total Weekday $ 6,580 $ 6,544 $ (37) $ 19,547 $ 19,338 $ (209) Weekend San Bernardino $ 171 $ 173 $ 2 $ 508 $ 574 $ 65 Antelope Valley $ 112 $ 114 $ 2 $ 333 $ 396 $ 63 Orange County $ 131 $ 135 $ 4 $ 389 $ 427 $ 39 Inland Empire/OC Line $ 59 $ 55 $ (4) $ 176 $ 166 $ (10) 91 $ 15 $ 25 $ 10 $ 45 $ 84 $ 39 Total Weekend $ 488 $ 502 $ 14 $ 1,451 $ 1,647 $ 196 Total Fare Revenues $ 7,069 $ 7,046 $ (23) $ 20,998 $ 20,985 $ (13) 83 7

Key Performance Indicators First Quarter FY2017 ASSET MANAGEMENT Why did performance change? Performance has shifted primarily due to inconsistent rehabilitation funding and aging assets that are moving beyond its useful life. Since the Transit Asset Management Plan was only recently implemented no comparison data for FY16Q1 is available. Objective: Maintain Assets in a State of Good Repair KPI Definitions: Percent of asset classes by dollar value meeting FTA s State of Good Repair (SGR) Target: 100% of assets by dollar value rated at or above condition 3 on the TERM scale. Key initiatives to improve performance Adoption of a TAM Plan and Policy. According to the FTA baseline transit asset management metrics, Metrolink is performing well. However, these thresholds are set lower than most operating standards and work will still need to be completed in order to maintain our assets in a state of good repair. How is Metrolink doing? Target was not met. Metrolink s Transit Asset Management Plan was adopted in December 2016. Based on this plan, 99% of Metrolink s assets by dollar value meet the performance measures and targets specified by the Federal Transit Administration. MAP-21 Asset Category SGR Performance Measure SGR-SCRRA Target Status (As of 12/8/16) Rolling Stock Infrastructure Facilities Equipment (non-revenue vehicles) Percentage of revenue vehicles within a particular asset class that have either met or exceeded their useful life benchmark (ULB) Percentage of track segments, signals, and systems with performance restrictions (slow orders) Percentage of facilities within an asset class, rated below condition 3 on the TERM scale Percentage of non-revenue vehicles that have met or exceeded their useful life benchmark (ULB) 5% of all revenue vehicles (locomotives and passenger cars) will have met or exceeded their ULB 5% of all track segments, signals, and systems will be subject to performance restrictions 5% of all assets within the facilities class will be rated below condition 3 on TERM scale 5% of all non-revenue vehicles will have met or exceeded their ULB 0% of all revenue vehicles (locomotives and passenger cars) have met or exceeded their ULB 0% of all track segments, signals, and systems will be subject to performance restrictions 6.6% of all assets within the facilities class are rated below condition 3 on TERM scale 0% of all non-revenue vehicles have met or exceeded their ULB 84 8

Key Performance Indicators First Quarter FY201 ON-TIME PERFORMANCE Objective: Improve Service Reliability KPI Definition: Percent of trains arriving at their destination on-time Target: 95% on-time performance How is Metrolink doing? Target was not met. On-time Performance improved significantly to 92.7%, from 87.1% a year earlier. The target was met by the Antelope Valley and 91/Perris Valley Lines. FREQUENCY OF TRAIN DELAYS BY DURATION FY17Q1 FY17 Q1 TOTAL % of Total NO DELAY 8,230 75% 1 MIN - 5 MIN 1,966 18% 6 MIN - 10 MIN 299 3% 11 MIN - 20 MIN 270 2% 21 MIN - 30 MIN 90 1% GREATER THAN 30 MIN 113 1% ANNULLED 42 0% TOTAL 11,010 100% Why did performance change? During the first quarter of FY17 the number of late trains fell to 886 from 1,520 a year earlier. The number of annulled or terminated trains increased to 100 from 70 a year earlier. Nearly half of them were Antelope Valley Line trains. Most of the significant delays reflect trespasser strikes (45%) and vehicle strikes (15%). Mechanical problems accounted for 10% of the significant delays. Most of the Other delays reflect delays due to rules violations. Key initiatives to improve performance Staff is working with local jurisdictions to improve response times for coroners during fatal incidents. Staff is continuing to evaluate schedules to identify opportunities for optimization and to minimize the impact of train meets on service reliability. Arrival of the new F125 locomotives in service starting 2017 will improve the mechanical reliability of Metrolink s locomotive fleet. SCRRA is working on expediting $58 million in high priority rehabilitation projects--primarily bridge and track--through advancement of grant and member funding. 100% On-time Performance (10 Year Trend) 95% Target 90% 85% 80% FY07 Jul Sep Nov Jan Mar May FY08 Jul Sep Nov Jan Mar May FY09 Jul Sep Nov Jan Mar May FY10 Jul Sep Nov Jan Mar May FY11 Jul Sep Nov Jan Mar May FY12 Jul Sep Nov Jan Mar May FY13 Jul Sep Nov Jan Mar May FY14 Jul Sep Nov Jan Mar May FY15 Jul Sep Nov Jan Mar May FY16 Jul Sep Nov Jan Mar May FY17 Jul Sep 85 9

Key Performance Indicators ON-TIME PERFORMANCE First Quarter FY2016 Strategic Goal: Ensure a Safe Operating Environment Key Performance Indicators ON-TIME PERFORMANCE Fourth Quarter FY2016 FREQUENCY OF TRAIN DELAYS BY DURATION FY17 Q1 FY17 Q1 VEN AVL SNB BUR RIV OC IEOC 91-LA TOTAL % of Total NO DELAY 1098 1345 1882 428 603 1210 792 872 8230 75% 1 MIN - 5 MIN 231 419 444 122 92 451 161 46 1966 18% 6 MIN - 10 MIN 33 70 41 9 21 77 33 15 299 3% 11 MIN - 20 MIN 28 51 39 14 35 65 28 10 270 2% 21 MIN - 30 MIN 8 20 9 1 11 24 8 9 90 1% GREATER THAN 30 MIN 10 24 19 2 6 30 14 8 113 1% ANNULLED 5 11 5 3 3 7 6 2 42 0% TOTAL 1413 1940 2439 579 771 1864 1042 962 11010 100% DELAYS BY RESPONSIBLE PARTY FY17 Q1 FY17 Q1 VEN AVL SNB BUR RIV OC IEOC 91-LA TOTAL % of Total INTER-CITY AMTRAK 2 0 1 0 0 14 2 0 19 2% FORCE MAJEURE 7 54 22 3 1 8 10 1 106 12% BNSF 0 3 3 2 2 53 33 30 126 14% MECHANICAL 9 27 22 4 9 26 13 4 114 13% TRACK 1 2 0 0 0 4 1 0 8 1% OPERATIONS 26 45 36 9 4 42 11 5 178 20% SIGNAL 10 12 22 0 1 14 2 1 62 7% CROSSING 6 28 11 2 0 19 4 2 72 8% COMMUNICATIONS 0 0 0 0 0 1 0 0 1 0% UPRR 11 0 1 2 54 0 1 0 69 8% RED LINE 0 0 0 0 0 0 0 0 0 0% NCTD 0 1 0 0 0 31 3 0 35 4% CAD 0 6 1 0 0 0 1 0 8 1% PTC 7 24 12 4 2 28 8 3 88 10% Total 79 202 131 26 73 240 89 46 886 100% Significant Delay Causes FY17 Q1 FY17 Q1 VEN AVL SNB BUR RIV OC IEOC 91-LA TOTAL % of Total Trespasser strike 3 2 4 0 1 3 3 2 18 45% Vehicle strike 0 2 1 0 1 1 1 0 6 15% Mechanical 0 2 0 0 1 0 1 0 4 10% Other 0 1 6 0 3 5 0 1 16 40% Total 3 5 11 0 5 9 4 3 40 100% 86 10

Key Performance Indicators First Quarter FY2017 RIDERSHIP Objective: Increase Ridership KPI Definition: Ticket-based linked passenger trips Target: Percent increase per Operating Budget Total Linked Trips (not including transfers) Quarter FY16 FY17 Change % Change Q1 2,738,303 2,838,754 100,451 3.7% Q2 2,767,622 Q3 2,810,873 Q4 2,802,378 YTD 11,119,176 How is Metrolink doing? Target was met. Metrolink ridership continues to grow despite regional and national trends and record low gas prices. Why did performance change? During the first quarter Metrolink ridership (defined as linked trips between origin and destination station based on ticket sales) increased by 3.7% over the prior year. A growing economy and improved service quality have helped strengthening ridership. Strong ridership growth was reported for the Antelope Valley Line as a result of the reduced fare pilot, and on the Orange County and 91 Lines driven by Orange County commuters. Ridership losses were experienced on the San Bernardino Line since the opening of the Metro Gold Line extension in March 2016. KEY RIDERSHIP FACTORS Indicator FY16 Q1 FY17 Q1 Change LA County Unemployment 6.7% 5.3% -1.4% LA County Employment 4,666,733 4,852,800 4.0% Gasoline (reg. unl./gallon) $3.60 $2.68-25.5% Key initiatives to improve performance In July 2016 Metrolink implemented a fare restructuring reducing short distance fares which has increased ridership by 1.5%. Installation of optical readers at Metro Rail fare gates will allow Metrolink riders use their mobile ticket for transfers to the Metro Rail system. A new partnership between Metrolink and Lyft will provide new first and last mile travel options. 1,100,000 1,050,000 Gas Price Spike METROLINK TOTAL MONTHLY RIDERSHIP TREND (TICKET BASED, 12 MONTH MOVING AVERAGE) 1,000,000 950,000 Recession Service Increases Recovery 900,000 850,000 800,000 Jul-07 Jul-08 Jul-09 Jul-10 Jul-11 Jul-12 Jul-13 Jul-14 Jul-15 Jul-16 87 11

Key Performance Key Performance Indicators Indicators Fourth Quarter First Quarter FY2016FY2017 RIDERSHIP Strategic Goal: Retain and Grow Ridership 4,000 3,000 2,000 1,000 0 (1,000) (2,000) Ventura County Line Ridership (Change from prior year) 14,000 12,000 10,000 8,000 6,000 4,000 2,000 Antelope Valley Line Ridership (Change from prior year) (3,000) JUL JUN 0 Jul Jun San Bernardino Line Ridership (Change from prior year) Riverside Line Ridership (Change from prior year) 5,000 5,000 0 (5,000) 4,000 3,000 2,000 (10,000) (15,000) 1,000 0 (1,000) (20,000) Jul Jun (2,000) Jul Jun Orange County Line Ridership (Change from prior year) IEOC Line Ridership (Change from prior year) 20,000 15,000 10,000 5,000 0 Jul Jun 8,000 7,000 6,000 5,000 4,000 3,000 2,000 1,000 0 Jul Jun 91 / Perris Valley Line Ridership (Change from prior year) Systemwide Ridership (Change from prior year) 14,000 50,000 12,000 10,000 8,000 40,000 30,000 6,000 4,000 2,000 0 Jul Jun 20,000 10,000 0 Jul Jun Total Boardings (Unlinked Trips including transfers) Route FY16Q1 FY17Q1 Change % Change 1VN 270,982 271,925 943 0.3% 2AV 397,988 420,789 22,801 5.7% 3SB 716,505 700,832-15,673-2.2% 4RV 249,956 253,900 3,944 1.6% 5OC 578,270 621,361 43,091 7.5% 6IE 357,366 374,481 17,114 4.8% 7LA 276,649 308,612 31,963 11.6% Sum 2,847,716 2,951,899 104,183 3.7% 88 12

RIDERSHIP Key Performance Key Performance Indicators Indicators Fourth Quarter First Quarter FY2016FY2017 Strategic Goal: Retain and Grow Ridership AVERAGE WEEKDAY STATION BOARDINGS RIDERSHIP Key Performance Indicators Fourth Quarter FY2016 Strategic Goal: Retain and Grow Ridership STATION FY16Q1 FY17Q1 Change % Change ANAHEIM 514 517 3 1% ANAHEIM CANYON 334 350 15 5% BALDWIN PARK 334 314-20 -6% BUENA PARK 592 595 4 1% BURBANK 834 846 13 2% BURBANK AIRPORT 208 185-23 -11% CAL STATE LA 375 570 195 52% CAMARILLO 109 104-5 -5% CHATSWORTH 339 343 4 1% CLAREMONT 391 383-8 -2% COMMERCE 69 62-7 -10% COVINA 885 718-167 -19% DOWNTOWN PERRIS 44 44 DOWNTOWN POMONA 243 266 23 9% EAST ONTARIO 388 406 18 5% EAST VENTURA 43 53 10 23% EL MONTE 370 322-49 -13% FONTANA 395 452 57 14% FULLERTON 1,497 1,585 88 6% GLENDALE 636 655 19 3% INDUSTRY 850 825-25 -3% IRVINE 1,357 1,435 78 6% PEDLEY 158 141-17 -11% LAGUNA NIGUEL/MISSION VIEJO 341 330-10 -3% LANCASTER 400 414 14 3% LA UNION 12,567 12,724 157 1% MONTCLAIR 278 325 47 17% MONTEBELLO/COMMERCE 430 424-6 -1% MOORPARK 219 203-16 -7% MORENO VALLEY / MARCH FIELD 58 58 NEWHALL 341 347 6 2% NORTH MAIN CORONA 995 1,036 41 4% NORTHRIDGE 366 378 12 3% NORWALK/SANTA FE SPRINGS 732 805 73 10% OCEANSIDE 499 496-3 -1% ORANGE 765 721-44 -6% OXNARD 101 104 3 3% PALMDALE 435 450 15 4% POMONA 554 495-58 -11% RANCHO CUCAMONGA 816 727-89 -11% RIALTO 245 251 6 2% RIVERSIDE-DOWNTOWN 1,032 988-44 -4% RIVERSIDE HUNTER PARK 22 22 RIVERSIDE-LA SIERRA 717 735 18 3% SAN BERNARDINO 721 700-21 -3% SAN CLEMENTE 136 128-7 -5% SAN JUAN CAPISTRANO 160 144-16 -10% SANTA ANA 767 825 58 8% SANTA CLARITA 300 341 41 14% SIMI VALLEY 357 337-20 -5% SOUTH PERRIS 55 55 SUN VALLEY 85 104 19 22% SYLMAR/SAN FERNANDO 546 569 23 4% TUSTIN 1,131 1,218 87 8% UPLAND 491 501 10 2% VAN NUYS 165 178 13 8% VIA PRINCESSA 447 470 23 5% VINCENT GRADE/ACTON 108 105-3 -3% WEST CORONA 394 454 59 15% 89 13

Key Performance Indicators First Quarter FY201 Passenger Miles Why has performance changed? The 3.5% increase in passenger miles during the first quarter reflects a 3.7% increase in ridership. Much of the increase was driven by a 12% growth in short distance ridership following the July 2016 fare reduction for short distance trips. The average length of a passenger trip during the first quarter was 36.3 miles, which is a 0.1% decrease from the prior year and reflects the increase in short distance travel. Objective: Increase Service Utilization KPI Definitions: Passenger Miles reflect the total number of miles traveled by ticketed passengers on Metrolink trains. Target: Average annual population growth rate. Average Length of a Linked Trip Ticket Type Miles Monthly Pass 32.1 7 Day Pass 35.5 One-way/Roundtrip Ticket 38.8 Average 36.3 How is Metrolink doing? Target was met. During the first quarter total passenger miles traveled on Metrolink increased by 3.5% over the prior year, exceeding the average annual population growth rate of 0.8%. PASSENGER MILES (Thousands) Quarter FY16 FY17 Change %Change Q1 99,629 103,147 3,518 3.5% Q2 99,293 Q3 100,668 Q4 100,918 YTD 400,509 Key initiatives to improve performance The short distance fare restructuring that was implemented in July 2016 was successful in increasing ridership and passenger miles. Growth in this short distance travel market will continue to have a positive impact on passenger miles. The launch of discounted promotional fares on the Perris Valley Line are designed to encourage new ridership on that line. PASSENGER MILES BY ROUTE (Thousands) Quarters 1VN 2AV 3SB 4RV 5OC 6IE 7LA Grand Total FY16Q1 7,159 15,294 25,772 8,719 20,829 12,383 9,472 99,629 FY16Q2 7,177 15,873 26,251 8,848 20,419 11,591 9,135 99,293 FY16Q3 7,198 15,791 26,322 9,012 20,894 12,199 9,253 100,668 FY16Q4 7,185 15,861 25,189 8,955 21,578 12,313 9,837 100,918 FY17Q1 7,105 16,015 25,354 8,800 22,196 12,887 10,790 103,147 90 14

Key Performance Indicators First Quarter FY2016 COMMUNICATIONS Why did performance change? The first quarter complaint rate decreased by 43% from the same period a year earlier. This change reflects the high number of complaints received in July 2015 which were attributed to insufficient notification of the limited service on July 3 (observation of July 4 holiday.) Historically, communication complaints represent only a minor percentage of overall customer complaints, but they are the second highest complaint category received on social media. Objective: Improve Customer Communications KPI Definitions: Customer Complaints about Metrolink communications to passengers per 100,000 boardings. Target: Five Year Average Rate Year FY16 Q1 FY17 Q1 Change All Complaints 1,513 1,063-29.7% Com. Complaints 141 75-46.8% How is Metrolink doing? Target was met. Complaints about customer communications decreased 47% resulting in a rate of 2.8 complaints per 100,000 boardings. Communications Complaints / 100,000 Boardings Quarter FY16 FY17 % Change Q1 4.8 2.8-43% Q2 5.6 Q3 4.7 Q4 3.8 Key initiatives to improve performance Increase methods of communication to customer, i.e. Mobile App alert integration. Real-time and automated notification / updates via station message boards, social media, website, mobile application. Communications Complaints per 100,000 Boardings- Historical Trend 10.0 5.0 Target 0.0 91 15

Key Performance Indicators First Quarter FY2016 COMMUNICATIONS Customer Comments Joint Summary Report The following tables 1-3 provide a summary of all customer feedback under one of the following heading types: Comment, Complaint, or Commendation. The summary report includes all feedback channels - Email, Phone, Website, Letters, In-person, Social Media, and Board/ CEO. Table 3 identifies the top 5 complaint classifications for each rolling 12 months; there are 40 classification categories used to describe the content of a cusomter comment. Note: In May 2016 Social Media began reporting all customer feedback on Facebook and Twitter Table 1. ALL FEEDBACK ORIGIN TOTALS CASE ORIGIN Oct-15 Nov-15 Dec-15 Jan-16 Feb-16 Mar-16 Apr-16 May-16 Jun-16 Jul-16 Aug-16 Sep-16 TOTAL Email 6 2 3 1 2 3 4 1 5 1 0 5 33 Phone 778 516 437 468 428 537 581 441 587 616 524 478 6391 Web 954 371 352 362 435 527 545 461 482 377 405 394 5665 Letter 0 0 2 1 1 0 0 0 2 4 4 2 16 In Person 87 26 11 62 12 11 3 0 2 2 0 1 217 Social Media 0 0 0 0 0 0 0 2100 2112 3533 2778 2565 13088 CEO 4 26 5 1 4 1 1 2 8 4 2 2 60 GRAND TOTAL 1829 941 810 895 882 1079 1134 3005 3198 4537 3713 3447 25470 Table 2. CLASSIFICATION TOTALS - Web / Phone / Social Media COMBINED Classification Oct-15 Nov-15 Dec-15 Jan-16 Feb-16 Mar-16 Apr-16 May-16 Jun-16 Jul-16 Aug-16 Sep-16 TOTAL COMMENTS 849 613 454 586 472 626 644 2382 2621 2823 1933 1749 15752 % of TOTAL CLASSIFIED 46.5 57.6 52.4 59.4 53.5 55.2 50.6 58.9 59.2 61.1 50.7 49.9 55.4 COMPLAINTS 942 433 392 382 396 475 600 1438 1579 1283 1329 965 10214 % of TOTAL CLASSIFIED 51.6 40.7 45.2 38.7 44.9 41.9 47.1 35.5 35.6 27.8 34.9 27.5 35.9 COMMENDATIONS 34 18 21 18 14 33 29 226 230 515 551 790 2479 % of TOTAL CLASSIFIED 1.9 1.7 2.4 1.8 1.6 2.9 2.3 5.6 5.2 11.1 14.5 22.5 8.7 GRAND TOTAL 1825 1064 867 986 882 1134 1273 4046 4430 4621 3813 3504 28445 Table 3. TOP 5 COMPLAINTS - Web / Phone / Social Media COMBINED Month #1 #2 #3 #4 #5 Oct-15 Schedules - 462 Crowding - 380 OTP - 314 Comfort - 221 Safety - 86 Nov-15 OTP - 110 TVM - 64 Schedules - 44 Policies - 40 Crowding - 32 Dec-15 OTP - 179 TVM - 55 *Comm. - 29 Policies - 19 Schedules - 14 Jan-16 OTP - 144 TVM - 59 Policies - 45 *Comm. - 39 Schedules - 16 Feb-16 OTP - 178 TVM - 68 Policies - 39 *Comm. - 33 Residential - 22 Mar-16 OTP - 171 Schedules -50 TVM - 47 Policies - 44 Residential - 39 Apr-16 OTP - 190 Crowding - 89 Schedules - 86 Residential-44 Policies - 35 May-16 OTP - 549 *Comm. - 127 Schedules - 104 TVM - 92 Personnel - 50 Jun-16 OTP - 736 *Comm. - 209 Personnel - 81 Schedules - 102 Fares - 51 Jul-16 OTP - 702 *Comm. - 278 Personnel - 92 Equipment - 78 Schedules -57 Aug-16 OTP - 491 *Comm. - 189 Equipment - 74 Personnel - 74 Policies - 68 Sep-16 OTP - 453 *Comm - 194 Schedules - 69 Comfort - 69 Equipment - 60 * "Comm." = Communication to Passengers 92 16

Key Performance Indicators FY2017 Internal Communication Why has performance changed? Previous years had a different performance management structure and timeline. A new step in the process was implemented for FY2017 where employees were required to establish their own goals and submit them to their manager to be reviewed. Unlike the previous two years, in FY2017 the goal setting process was separate from the performance review process. Objective: Clearly define staff roles and responsibilities. KPI Definitions: Individual Performance Goals (IPGs) established by employees each fiscal year by October 1. Target: 5% increase in percent of employees with completed IPGs since prior year. How is Metrolink doing? 72.7% (184) of employees had established their IPGs for the performance period by the end of the 1st quarter, October 1, 2016. The percentage is not directly comparable to the prior year since the previous two years did not follow the same performance management structure as FY2017. For comparison, the average percentage of employees who had established their IPGs by October 1 for the performance period of the previous two years was 72.4%. Since this is a new measure a target has not yet been calculated. FY17 data will form the benchmark for next year. The new performance target for FY18 will be set at 76% which reflects a 5% improvement over the FY17 result. Key initiatives to improve performance: Provide more frequent training for employees on setting goals and offer some training sessions specifically before the start of the goal setting process. Offer more manager training throughout the year on performance management. Partner with executives and managers to provide additional support and ensure deadlines are met. Begin Year-End review process in May each year to allow the goal setting process to start prior to the new fiscal year. Encourage managers and employees to plan for on-going performance and career goal discussions throughout the year. 93 17

Key Performance Indicators GLOSSARY Customer Communications Complaints The metric reflects the total number of customer complaints about Metrolink communications to passengers that have been received through Metrolink s call center or through online comment. The metric is expressed as complaints per 100,000 boardings which is the industry norm. Employee Turnover Benchmark rates calculated annually by the CEB HR Leadership Council, a membership based business services organization. Fare Revenue Receipts of passenger fares by sales channel: Ticket Vending Machines Ticket Window at Union Station Corporate Pass Program Mobile Ticket purchases Pass by Mail Group Sales Fare reimbursements for services provided Access Rider Subsidies Jury Link transportation reimbursements Does not include program subsidies, such as reimbursements for the Antelope Valley Line Fare Reduction Pilot. On-Time Performance: Trains that reach their destination within 5 minutes and 59 seconds are considered on-time. The denominator for the OTP percentage calculation is the number of revenue trains scheduled during the reporting period for the appropriate line. The numerator for the calculation is the number of scheduled trains LESS the sum of the number of trains (a) annulled, (b) terminated, and (c) more than five minutes 59 seconds late into their final destination. Special trains, such as extra trains, charter trains, baseball trains, and other promotional trains are excluded from the OTP calculation. Annulled Trains: Trains that get canceled at their origin or before they go into service are called annulled trains. Terminated Trains: Trains that get canceled en-route prior to reaching their final destination are called terminated trains. Significant Delays: Delay incidents that cause a delay of five or more trains are classified as significant delays. Such cascading delays can have a significant impact on train operations, particularly on single track lines. Responsible Party: The third party agencies or SCRRA department that has been identified as the cause for a delay. Force Majeure: Delays due to acts of nature, or events outside of Metrolink s control are considered Force Majeure and are excluded from on-time performance calculations. Delay Type Delays are classified by delay type. Each delay type is further categorized by specific delay cause (see Delay Causes). 94 18

Key Performance Indicators GLOSSARY Delay Causes Delay Types / Delay Causes OPERATIONS RULES /TEST CREW PAX PNA MEET/PASS RUN TIME HOLD DISPATCH PTC OPS NEAR MISS CONGESTION SPECIALS CASCADE OPS TERMINATE OPS ANNUL OPS FORCE MAJEURE CIVIL AUTH HEAT ORDER SAFETY VANDALISM PED STRIKE AUTO FIRE WEATHER WIND EARTHQUAKE ML BLOCKED CASCADE FM TERMINATE FM ANNUL FM UPRR DISPATCH TRACK/SIG MEET/PASS RULES/TEST CASCADE UPRR TERMINATE UPRR ANNUL UPRR FM UPRR NCTC DISPATCH TRACK/SIG MEET/PASS RULES/TEST CASCADE NCTD TERMINATE NCTD ANNUL NCTD FM NCTD BNSF DISPATCH TRACK/SIG MEET/PASS RULES/TEST CASCADE BNSF TERMINATE BNSF ANNUL BNSF FM BNSF RED LINE HOLD CASCADE METRO TERMINATE METRO ANNUL METRO INTER-CITY AMTRAK MEET/PASS MECHANICAL RULES/TEST CASCADE I-C AMTK TERMINATE I-C AMTK ANNUL I-C AMTK MECHANICAL-LOCOMOTIVE Air System Air Brake system Main Engine No Load/Electrical HEP Running Gear Late Release Cascade- Mechanical Related MECHANICAL-TERMINATED MECHANICAL-CASCADE MECHANICAL-ANNULLED Description Rules Testing/Violations Crew-related issues Passenger other than PNA Passengers needing assistance or ramp Freight/Passenger Meets and Interference Insufficient Running Time Hold for Connection or Buses - EXCEPT REDLINE Mis-route PTC delays Near Miss Congestion Special Stops/Special Trains Cascade delay - Operations' Responsibility Train terminated - Operations' Responsibility Train anulled - Operations' Responsibility Civil Authority -chase suspect, etc Heat Restrictions Safety/Security/Threats Vandalism, cut wires Train vs Ped/trespasser Auto on tracks, Train vs Auto Wayside Fire Weather/snow/flood Winds, wind restrictions Earthquake -restrictions or stoppage Main line blocked Cascade delay as a result of Force Majeure Train terminated as a result of Force Majeure Train anulled as a result of Force Majeure Dispatch misroute/no signal/no bulletins Track/signal/speed restrictions/unannounced flag Freight interference Rules testing/violations Cascade delay - Union Pacific Railroad's Responsibility Train terminated - Union Pacific Railroad's Responsibility Train annulled - Union Pacific Railroad's Responsibility Force Majeure on UPRR (not with ML Train) Dispatch misroute/no signal/no bulletins Track/signal/speed restrictions/unannounced flag Freight interference Rules and testing/violations Cascade delay - NCTD's Responsibility Train terminated - NCTD's Responsibility Train annulled - NCTD's Responsibility Force Majeure on the NCTD Railroad (not with ML Train) Dispatch misroute/no signal/no bulletins Track/signal/speed restrictions/unannounced flag Freight interference Rules and testing/violations Cascade delay - BNSF's Responsibility Train terminated - BNSF's Responsibility Train annulled - BNSF's Responsibility Force Majeure on the BNSF Railroad (not with ML Train) Red Line Hold Cascade delay - Metro's Responsibility Train terminated - Metro's Responsibility Train annulled - Metro's Responsibility Following or meet with Amtrak Amtrak mechanical issues Rules and testing/violations Cascade delay - Intercity Amtrak's Responsibility Train terminated - Intercity Amtrak's Responsibility Train annulled - Intercity Amtrak's Responsibility Delay Types / Delay Causes Description MECHANICAL-CAB CAR Air System Air Brake system Door Problem HVAC Restroom No Load/Electrical Dead Batteries Running Gear Cascade- Mechanical Related MECHANICAL-TERMINATED MECHANICAL-CASCADE MECHANICAL-ANNULLED MECHANICAL-COACH CAR Air System Air Brake system Door Problem HVAC Restroom Dead Batteries Running Gear Cascade- Mechanical Related MECHANICAL-TERMINATED MECHANICAL-CASCADE MECHANICAL-ANNULLED MECHANICAL-TRAIN SET Air System Air Brake system Door Problem Running Gear Late Release Cascade- Mechanical Related MECHANICAL-CASCADE MECHANICAL-TERMINATED MECHANICAL-ANNULLED TRACK ROUGH TRACK Restrictions LATE RELEASE Late release of Track and Time FORM A SPEED RESTRICTION FORM B Delays due to Form B-restrictions, EIC UNANNOUCED FLAG CASCADE TRACK TERMINATE TRACK ANNUL TRACK SIGNAL Lamp Out Signal dark or downgraded Signal Not Clearing Red signal Switch Failure Crew needed to hand throw Track Indication Flagged block Detector Malfunction Detector announced Malfunction" " Signal - Cascade Signal - Annulled Signal - Terminated CROSSING Broken Gate Crew verified Activation - Unknown 6.32.2A placed - no reason determined Nothing Found Crossing operated properly Crossing - Cascade Crossing - Annulled Crossing - Terminated COMMUNICATIONS Brown out at specific location(s) - not system Code Line Failure MOC Office Radio wide Problem with AVTEC Voice Radio Customer Info System Com - Working but poor reception Passenger station Cascade CIS problems Com - Annulled Com - Terminated CAD Local Pod Equipment Problem with Dispatch work station System Failure System wide failure of CAD system Train Sheets No or inaccurate Train sheet information Train ID Tracking Train ID does not track properly CAD - Cascade CAD - Annulled CAD - Terminated PTC PTC Delays all enforcements, red fences, IT problems PTC Cascades Cascade delays from PTC events 95 19

Key Performance Indicators GLOSSARY Passenger Miles Passenger Miles reflect the cumulative distance traveled by ticketed passengers on Metrolink trains. The metric is calculated based on ticket sales. It calculates the actual distance traveled by train between origin station and destination stations and the estimated number of linked trips taken with each sold fare product. Estimated linked trips are calculated using ticket-type specific trip-multipliers. Total passenger miles divided by the number of linked trips returns the average length of a passenger trip. Passenger miles calculated for this metric are based on actual ticket sales and reflect paid trips only. Unticketed or free ridership is not included. This metric differs from the total passenger miles reported annually to FTA s National Transit Database. FTA mandates a different methodology that includes both paid and unpaid ridership, and that is not valid at the route level. Passenger miles are an important input in financial performance indicators, such as ticket yield (fare revenue per passenger mile). Ridership (Passenger trips) Linked Trips Passenger trips can be measured in two ways called linked trips and unlinked trips. Linked trips are an entire journey from origin station to the destination station. If a traveler transfers between two trains, it is still only one linked trip. Linked passenger trips directly correspond to ticket sales based on origin and destination stations, no matter how many transfer stations or trains are necessary to complete the trip. Linked trips reflect person trips and most closely resemble individual riders. Unlinked Trips The other way to measure trips is unlinked trips, or boardings, where a new trip is counted each time a passenger boards a transit vehicle. If a rider takes a train and then transfers to another train to reach a destination, the rider takes only one linked trip but takes two unlinked trips, one on each train. (http://www.apta.com/resources/statistics/documents/factbook/2015-apta-fact- Book.pdf). The estimate of passenger trips reflects ticketed riders only and does not include free ridership, such as children under six years of age, uniformed police officers, employees, fare evaders, and promotional tickets. Station Boardings Station boardings represent an estimate of the total number of passengers boardings for an average weekday. The figure does not reflect alightings which are roughly equal to the number of boardings for most stations. The number of boardings is calculated based on the origin and destination information from Metrolink fare media sales. Passengers transferring between two trains at an intermediate station are not counted as station boardings. Trips taken on passes without defined destination stations, such as Weekend Passes, are counted at the origin station only. Transit Transfers Transit transfers reflect reported transfers of Metrolink customers to and from connecting transit services. Reported transfers are unaudited and are based on invoices for services provided and include only operators covered by an inter-agency transfer agreement. 96 20

SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY TRANSMITTAL DATE: January 20, 2017 MEETING DATE: January 27, 2017 ITEM 13 TO: FROM: SUBJECT: Board of Directors Arthur T. Leahy State and Federal Legislative Update Issue Staff will provide an update on current legislative issues in State and Federal Government Affairs. Recommendation The Board may receive and file this report. Alternative The Board may choose to act upon the information provided. Strategic Goal Alignment This report aligns with the strategic goal to maintain fiscal sustainability by encouraging federal, state and local funding for Authority priorities. This report also supports improved communications to stakeholders by sharing news, information and the Authority s legislative priorities with elected officials. Background State The 2017-18 legislative session was convened on December 5, as new and returning members gathered at the State Capitol for swearing in ceremonies and organizational activities. The legislature resumed the legislative session on January 4, 2017, and the Governor s State Budget Proposal was released on January 10th. Committee and leadership assignments were announced in late December. Of note to the Authority is Senator Connie Leyva s appointment as Democratic Caucus Chair and the following committee assignments: One Gateway Plaza, 12 th Floor, Los Angeles, CA 90012 97

State and Federal Legislative Update Transmittal Date: January 20, 2017 Meeting Date: January 27, 2017 Page 2 Appropriations Senator Ricardo Lara (D-Bell Gardens), Chair Senator Patricia Bates (R-Laguna Niguel), Vice Chair Senator Jim Beall (D-San Jose) Senator Steve Bradford (D-Gardena) Senator Jerry Hill (D-San Mateo) Senator Jim Nielsen (R-Tehama) Senator Scott Wiener (D-San Francisco) Transportation and Housing Senator Jim Beall (D-San Jose), Chair Senator Anthony Cannella (R-Ceres), Vice Chair Senator Ben Allen (D-Santa Monica) Senator Toni Atkins (D-San Diego) Senator Patricia Bates (R-Laguna Niguel) Senator Ted Gaines (R-El Dorado) Senator Mike McGuire (D-Healdsburg) Senator Tony Mendoza (D-Artesia) Senator Mike Morrell (R-Inland Empire) Senator Richard Roth (D-Riverside) Senator Nancy Skinner (D-Berkeley) Senator Bob Wieckowski (D-Fremont) Senator Scott Wiener (D-San Francisco) Transportation Funding At the start of the new session, two new transportation bills were introduced by Transportation Committee Chairs Senator Beall (SB 1) and Assembly Member Frazier (AB 1). The bills are similar to each other, but not identical. Both would raise roughly $6 billion annually for a transportation program with the gas tax and registration fees as the main sources of revenue. This is a decrease from the $7.4 billion included in the legislation introduced in the Special Session on transportation. The Governor s Budget The Governor s 2017-18 Proposed Budget was unveiled as expected on January 10, 2017. The proposal reaffirms the Administration s commitment to find a solution to our state s deteriorating transportation infrastructure, and lays out a proposal to invest $43 billion in transportation over the next decade (an increase of approximately $600 million from his 2016-17 proposal). The Governor s Budget states that the repair, maintenance, and efficient operation of the state s transportation system are vital to California s economic growth and once again emphasizes a few key principles: 98

State and Federal Legislative Update Transmittal Date: January 20, 2017 Meeting Date: January 27, 2017 Page 3 Focusing new revenue primarily on fix-it-first investments to repair neighborhood roads and state highways and bridges; Making key investments in trade corridors to support continued economic growth and implementing a sustainable freight strategy; Continuing measures to improve performance, accountability and efficiency at Caltrans; Investing in passenger rail and public transit modernization and improvement; Avoiding an impact on the General Fund. Of particular importance to the Authority are the funding allocations in the State Transit Assistance (STA) and the Transit and Intercity Rail Capital Program (TIRCP) programs. The STA provides formula generated funds to our member agencies to support our capital program, and the TIRCP is a competitive, Cap and Trade grant program of which the Authority has been successful in securing additional funding. The Governor s Budget projects an increase of $31.3 million to the State Transit Assistance (STA) Program. The projected amount will be $293.8 million in 2017-18 and the increase will directly benefit our member agencies. On the Cap and Trade program, included in the Governor s proposal is the request for an investment of $400 million per year in Cap and Trade revenues to be dedicated to the TIRCP through annualized spending. This allocation, however, is contingent upon his additional proposal to extend the Cap and Trade program with a supermajority vote. As noted in previous board reports, the Cap and Trade program has garnered significantly less revenues than projected. Causes for the disappointing auctions have been identified as the quickly arriving authorization sunset date in 2020, and the legal challenge in the courts questioning the program s passage with only a simple majority. Additionally, this and the other dollar amounts the Governor proposes to spend on various Cap and Trade programs (listed below) would be further contingent on the annual budget and appropriation process. The Governor also proposes $256 million in loan repayments to the TIRCP, in 2017-18. The Governor s Budget also includes updated revenue estimates for Cap and Trade auction proceeds, including for the transit programs that rely on these dollars. The transit program revenue updates are estimated as follows: Low-Carbon Transit Operations Program $75 million Transit and Intercity Rail Capital Program $150 million Lastly, the Budget includes a General Fund commitment to transportation by accelerating $706 million in loan repayments over the next three years. These funds will support additional investments in the Transit and Intercity Rail Capital Program, trade corridor improvements, and repairs to the state highway system. Please see the following table for more detail: 99

State and Federal Legislative Update Transmittal Date: January 20, 2017 Meeting Date: January 27, 2017 Page 4 Federal On the federal side, the 114 th Congress came to a close on December 10 th. All 435 members of the House will be sworn in on January 3 rd, as well as the 34 new and reelected members of the Senate. The current composition of the senate includes 52 Republicans and 48 Democrats (including Independents Sanders and King who caucus with the Democrats). The House is now comprised of 241 Republicans and 194 Democrats. Donald Trump will be sworn in as the 45 th President on Friday, January 20, 2017. Transition Overview As January 20th Inauguration Day approaches, we are still in the information gathering mode on key priorities of the new US DOT leadership team and key Members of Congress on the Senate Commerce Committee and House T&I Committee. We still expect to see a new 100