Following the Invocation and Pledge of Allegiance, the Clerk of the Board noted a quorum was present, with the following Directors in attendance:

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Call to Order Minutes of the Meeting of the Orange County Transportation Authority Orange County Transit District Orange County Local Transportation Authority Orange County Service Authority for Freeway Emergencies Board of Directors April 13, 2015 The April 13, 2015, regular meeting of the Orange County Transportation Authority and affiliated agencies was called to order by Chairman Lalloway at 9:05 a.m. at the Orange County Transportation Authority Headquarters, Orange, California. Roll Call Following the Invocation and Pledge of Allegiance, the Clerk of the Board noted a quorum was present, with the following Directors in attendance: Directors Present: Jeffrey Lalloway, Chairman Lori Donchak, Vice Chair Lisa A. Bartlett Andrew Do Michael Hennessey Steve Jones Jim Katapodis Gary A. Miller Al Murray Shawn Nelson Tim Shaw Todd Spitzer Michelle Steel Tom Tait Gregory T. Winterbottom Ryan Chamberlain, Governor s Ex-Officio Member Directors Absent: Also Present: Miguel Pulido Frank Ury Darrell Johnson, Chief Executive Officer Ken Phipps, Deputy Clerk of the Board Laurena Weinert, Clerk of the Board Olga Prado, Assistant Clerk of the Board James Donich, General Counsel Members of the Press and the General Public 1 Page

Special Calendar There were no Special Calendar Matters. Consent Calendar (Items 1 through 9) Chairman Lalloway stated that matters on the Consent Calendar are to be approved in one motion unless a Board Member or a member of the public requests separate action on a specific item. Orange County Transportation Authority Consent Calendar Matters 1. Approval of Minutes and declared passed by those present, to approve the Orange County Transportation Authority and affiliated agencies' regular meeting minutes of March 23, 2015. 2. Federal Transit Administration Drug and Alcohol Compliance Audit and declared passed by those present, to receive and file the Federal Transit Administration Drug and Alcohol Compliance Audit. 3. Investments: Compliance, Controls, and Reporting, July 1 through December 31, 2014 and declared passed by those present, to direct staff to implement the recommendation provided in Investments: Compliance, Controls, and Reporting, July 1 through December 31, 2014, Internal Audit Report No. 15-508. 4. Review of Facilities Engineering Project Management and declared passed by those present, to direct staff to implement recommendation provided in the Review of Facilities Engineering Project Management, Internal Audit Report No. 15-505. 2 Page

5. 91 Express Lanes Anaheim Facility Lease Renewal Director Spitzer pulled this item and commended OCTA staff and CBRE, Inc., for negotiating with Riverside County Transportation Commission the renewal of the joint operations the 91 Express Lanes Anaheim Facility. A motion was made by Director Spitzer, seconded by Chairman Lalloway, and declared passed by those present, to authorize the Chief Executive Officer to execute Amendment No. 13 to Agreement No. C-0-1412 with Kraemer II Fullerton LLC, to cover the 15-year lease extension for the 91 Express Lanes Anaheim Office, in an amount not to exceed $5,976,000. 6. Amendment to the Agreement for Temporary Staffing Services and declared passed by those present, to authorize the Chief Executive Officer to negotiate and execute Amendment No. 2 to Agreement No. C-3-1710 between the Orange County Transportation Authority and Howroyd Wright Employment Agency, Inc. dba AppleOne Employment Services, in the amount of $75,000 to continue providing temporary staffing services on an as-needed basis. This will increase the maximum cumulative payment obligation of the agreement to a contract value of $318,000. Orange County Transit District Consent Calendar Matters 7. Subrecipient Compliance Reviews of the Anaheim Transportation Network and City of Irvine, as Operator of the ishuttle and declared passed by those present, to receive and file as an information item. Orange County Local Transportation Authority Consent Calendar Matters 8. Fiscal Year 2015-16 Measure M2 Eligibility Guidelines Update and declared passed by those present, to approve the fiscal year 2015-16 Measure M2 Eligibility Guidelines for the upcoming eligibility cycle. 3 Page

9. Measure M2 Ten-Year Review Status Report Director Shaw pulled this item and referenced in the staff report Page 2, under Discussion, number 2 of the five objectives and inquired if the analysis will provide data about OCTA s ability to fund the projects promised under Measure M2. Darrell Johnson, Chief Executive Officer (CEO), responded that the review will analyze the revenue projections and estimated costs for the projects. A discussion ensued on the matter. A motion was made by Director Shaw, seconded by Director Katapodis, and declared passed by those present, to receive and file as an information item. Regular Calendar Orange County Local Transportation Authority Regular Calendar Matters 10. Capital Programs Division - Third Quarter Fiscal Year 2014-15 Capital Action Plan Performance Metrics Jim Beil, Executive Director of Capital Programs, referenced Attachment B in the staff report and highlighted the status of the projects. A discussion ensued regarding the Anaheim Rapid Connection project, Laguna Niguel/ Mission Viejo Station American with Disabilities Act (ADA) Ramps project, Orange Station Parking Expansion project, and water conservation. Vice Chair Donchak requested a review of the ADA standards to be used for the Laguna Niguel/Mission Viejo Station Ramps project. No action was taken on this receive and file information item. Discussion Items 11. Public Comments Public comments were heard regarding the Interstate 405 (I-405) Improvement Project Final Environmental Impact Report/Environmental Impact Statement (EIR/EIS), Almond Avenue soundwall concerns from the following: 1. Robert Gonzalez 6. Trisha Morris 2. Felicia Gonzalez 7. Lauren DeNinno 3. Jenea Lawley 8. Patty Campbell 4. Art Lawley 9. Schelly Sustarsic 5. Diana Carey 10. Arlene Mercer 4 Page

11. (Continued) Mr. Johnson, CEO, and Ryan Chamberlain, Caltrans District 12 Director and OCTA Board Member, stated that during the design process, there will be an opportunity for OCTA to submit requests of exceptions to Caltrans for their approval. In addition, the submitted exceptions would be reviewed for operational safety of the freeway segment against the Almond Avenue soundwall requests. 12. Chief Executive Officer's Report Mr. Johnson, CEO, reported that on April 9, he, along with Chairman Lalloway, participated in Stand Up For Transportation Day. This is a national event sponsored by the American Public Transportation Association and hosted by Long Beach Transit. The event was intended to send a message to Congress that OCTA along with other transit agencies need a long-term investment transportation infrastructure. 13. Directors Reports Director Tait reported that he participated in the Stand Up for Transportation Day and highlighted his bus travel experience to the event. Director Miller provided background on the I-405 Improvement Project Almond Avenue soundwall and referenced his handout that was provided to the Board regarding the soundwall. Director Miller stated his concerns about OCTA and Caltrans not communicating to the City of Seal Beach and the College Park East residents regarding the Almond Avenue soundwall results in the Final I-405 Improvement Project EIR/EIS. Director Murray reported that he attended a groundbreaking ceremony at Oakcrest Terrace apartments, which is an affordable housing project in the City of Yorba Linda. In addition, the City has partnered with OCTA in regards to bus route and transit mobility for the residents of Oakcrest Terrace. 5 Page

14. Closed Session A Closed Session was heard for the following: A. Pursuant to Government Code Section 54956.9(d)(1) to discuss Orange County Transportation Authority v. Nora C. Maurer, et al.; OCSC No. 30-2014-00700346. B. Pursuant to Government Code Section 54956.9(d)(1) to discuss Orange County Transportation Authority v. Glen F. Ceiley, et al.; OCSC No. 30-2012-00598218. C. Pursuant to Government Code Section 54957 to evaluate the performance of the Chief Executive Officer. D. Pursuant to Government Code Section 54957.6 to meet with designated representative Chairman Lalloway regarding the compensation of the Chief Executive Officer. 15. Annual Review and Compensation Adjustment for Chief Executive Officer, Darrell Johnson Following the Closed Session, Chairman Lalloway, opened the public meeting portion of the meeting. A motion was made by Chairman Lalloway, seconded by Director Murray, and declared passed by those present, to direct James Donich, General Counsel, to amend the Chief Executive Officer s Contract of Employment, to award a four percent merit increase and two percent Special Award and to authorize Chairman Lalloway to execute said amendment. 16. Adjournment The meeting was adjourned at 11:00 a.m. The next regularly scheduled meeting of this Board will be held at 9:00 a.m. on Monday, April 27, 2015, at the Orange County Transportation Authority Headquarters. ATTEST: Laurena Weinert Clerk of the Board Jeffrey Lalloway OCTA Chairman 6 Page