Note: All items appearing on the agenda are subject to action by the Board. Staff recommendations are subject to change by the Board.

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14166375.2

AGENDA PENINSULA CORRIDOR JOINT POWERS BOARD

Bacciocco Auditorium, 2nd Floor 1250 San Carlos Avenue, San Carlos CA 94070

March 1, 2018 – Thursday 10:00 a.m.

1. Call to Order / Pledge of Allegiance

2. Roll Call

3. Public CommentPublic comment by each individual speaker shall be limited to two minutes

4. Consent CalendarMembers of the Board may request that an item under the Consent Calendar be considered separately

a. Approval of Minutes of Special Meeting of February 1, 2018

b. Approval of Minutes of February 1, 2018

c. Acceptance of Statement of Revenues and Expenditures for January 2018

d. Receive Key Caltrain Performance Statistics – January 2018

e. Receive State and Federal Legislative Update

f. Receive Capital Projects Quarterly Report – 2nd Quarter Fiscal Year 2018

g. Authorize the Application For and Receipt of Annual Cap and Trade Fundingfor the Peninsula Corridor Electrification Project

5. Chairperson’s Report

6. Report of the Citizens Advisory Committee

7. Report of the Executive Director

a. Peninsula Corridor Electrification Project Monthly Report

8. Award of Contract to Wabtec Railway Electronics for Completion of the PositiveTrain Control Project

8.9. Authorize the Application for and Receipt of San Mateo County Shuttle Program Funds

9.10. Diridon Station Planning Update

10.11. Correspondence

11.12. Board Member Requests

12.13. General Counsel Report

a. Closed Session: Real Estate Negotiations – Pursuant to Government Code 54956.8:

BOARD OF DIRECTORS 2018

JEANNIE BRUINS, CHAIR GILLIAN GILLETT, VICE CHAIR CHERYL BRINKMAN CINDY CHAVEZ DEVORA “DEV” DAVIS JEFF GEE DAVE PINE CHARLES STONE MONIQUE ZMUDA

JIM HARTNETT EXECUTIVE DIRECTOR

REVISED 2/23/2018

Peninsula Corridor Joint Powers Board March 1, 2018 Agenda

Note: All items appearing on the agenda are subject to action by the Board. Staff recommendations are subject to change by the Board.

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Agency Negotiators (Joan Cassman, General Counsel, and Brian Fitzpatrick, Real Estate Staff)

Under Negotiation: Price and Terms of Lease Property and Negotiating Parties: Owner Address/Location APN: 015-021-998 Union Pacific Railroad Company Property adjacent to Caltrain Right-of-Way near Dubuque Ave, So. San Francisco, CA

b. Closed Session: Conference with Legal Counsel - Existing Litigation Pursuant to Government Code Section 54956.9(d)(1): Peninsula Corridor Joint Powers Board v. MCIMetro Access Transmission Services Corp.

Case No. 17-cv-05623-YGR 13.14. Date/Time of Next Regular Meeting: Thursday, April 5, 2018 at 10:00 a.m.

San Mateo County Transit District Administrative Building, Bacciocco Auditorium, 2nd Floor, 1250 San Carlos Avenue, San Carlos, CA 94070

14.15. Adjourn

Peninsula Corridor Joint Powers Board March 1, 2018 Agenda

Note: All items appearing on the agenda are subject to action by the Board. Staff recommendations are subject to change by the Board.

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INFORMATION FOR THE PUBLIC All items appearing on the agenda are subject to action by the Board. Staff recommendations are subject to change by the Board.

If you have questions on the agenda, please contact the JPB Secretary at 650.508.6242. Agendas are available on the Caltrain website at www.caltrain.com. Communications to the Board of Directors can be e-mailed to board@caltrain.com. Location, Date and Time of Regular Meetings Regular meetings are held at the San Mateo County Transit District Administrative Building located at 1250 San Carlos Avenue, San Carlos, one block west of the San Carlos Caltrain Station on El Camino Real, accessible by SamTrans bus Routes ECR, FLX, 260, 295 and 398. Additional transit information can be obtained by calling 1.800.660.4287 or 511. The JPB meets regularly on the first Thursday of the month at 10 a.m. The JPB Citizens Advisory Committee meets regularly on the third Wednesday of the month at 5:40 p.m. at the same location. Date, time and place may change as necessary. Public Comment If you wish to address the Board, please fill out a speaker’s card located on the agenda table and hand it to the JPB Secretary. If you have anything that you wish distributed to the Board and included for the official record, please hand it to the JPB Secretary, who will distribute the information to the Board members and staff. Members of the public may address the Board on non-agendized items under the Public Comment item on the agenda. Public testimony by each individual speaker shall be limited to two minutes and items raised that require a response will be deferred for staff reply. Accessibility for Individuals with Disabilities Upon request, the JPB will provide for written agenda materials in appropriate alternative formats, or disability-related modification or accommodation, including auxiliary aids or services, to enable individuals with disabilities to participate in public meetings. Please send a written request, including your name, mailing address, phone number and brief description of the requested materials and a preferred alternative format or auxiliary aid or service at least two days before the meeting. Requests should be mailed to the JPB Secretary at Peninsula Corridor Joint Powers Board, 1250 San Carlos Avenue, San Carlos, CA 94070-1306; or emailed to board@caltrain.com; or by phone at 650.508.6242, or TDD 650.508.6448. Availability of Public Records All public records relating to an open session item on this agenda, which are not exempt from disclosure pursuant to the California Public Records Act, that are distributed to a majority of the legislative body will be available for public inspection at 1250 San Carlos Avenue, San Carlos, CA 94070-1306, at the same time that the public records are distributed or made available to the legislative body.

14179610.1

Peninsula Corridor Joint Powers Board (JPB) Board of Directors Meeting

1250 San Carlos Avenue, San Carlos CA 94070

SPECIAL MEETING MINUTES OF FEBRUARY 1, 2018

MEMBERS PRESENT: C. Brinkman, C. Chavez, D. Davis, D. Pine, C. Stone, M. Zmuda, G. Gillett, J. Bruins (Chair)

MEMBERS ABSENT:

J. Gee

STAFF PRESENT: M. Bouchard, J. Cassman, C. Gumpal, J. Hartnett, C. Mau, S. van Hoften

Chair Bruins called the meeting to order at 9:34 a.m.

SWEARING IN OF CINDY CHAVEZ, SANTA CLARA VALLEY TRANSPORTATION AUTHORITY REPRESENTATIVE Cindy Gumpal, JPB Secretary, administered the Oath of Office.

Recessed to closed session at 9:41 a.m.

GENERAL COUNSEL REPORT a. Closed Session: Conference with Legal Counsel - Existing Litigation Pursuant

to Government Code Section 54956.9(d)(1): Peninsula Corridor Joint Powers Board. v. Parsons Transportation Group et al; San Mateo County Superior Court Case No. Case No. 17CIV00888

b. Closed Session: Conference with Legal Counsel - Existing Litigation Pursuant to Government Code Section 54956.9(d)(1): Parsons Transportation Group v. Peninsula Corridor Joint Powers Board et al; San Mateo County Superior Court Case No. Case No. 17CIV00786

c. Conference with Real Property Negotiators Joan L. Cassman, General Counsel, Brian W. Fitzpatrick, Manager, Real Estate & Property Development, pursuant to Government Code Section 54956.8:

Property: 932 Kifer Road, Sunnyvale, California 94086 Santa Clara County APN 205-49-005 Owner: Intuitive Surgical Inc. Under negotiation: Price and terms of contract. Property: San Lucar Properties LLC, 100 San Lucar Ct., Sunnyvale, CA 94086

Santa Clara County APN 205-49-003 Owner: San Lucar Props LLC Under negotiation: Price and terms of contract.

Reconvened to Open Session at 10:04 a.m.

Joan Cassman, Legal Counsel stated that the Board met in closed session and received reports on the matters listed above. No reportable action was taken on any of these matters.

Adjourned at 10:04 a.m.

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Peninsula Corridor Joint Powers Board (JPB) Board of Directors Meeting

1250 San Carlos Avenue, San Carlos CA 94070

MINUTES OF FEBRUARY 1, 2018 MEMBERS PRESENT: C. Brinkman, C. Chavez, D. Davis, D. Pine, C. Stone, M. Zmuda,

G. Gillett, J. Bruins (Chair)

MEMBERS ABSENT: J. Gee

STAFF PRESENT: T. Bartholomew, A. Chan, D. Couch, M. Bouchard, J. Cassman, A. Chan, C. Fromson, J. Funghi, B. Grizard, C. Gumpal, D. Hansel, J. Hartnett, L. Larano, C. Mau, L. Millard, S. Murphy, S. Petty, J. Navarro, R. Arnold, E. Scanlon, S. van Hoften

Chair Jeannie Bruins called the meeting to order at 10:00 am and Director Cindy Chavez led the Pledge of Allegiance. Chair Bruins requested that the public submit public comment cards before items are called or during the staff presentation of the subject items. PUBLIC COMMENT Drew Taylor, San Mateo, provided comments on the new Hillsdale Station. Paul Jones, Atherton, provided comments on the height of poles for the Caltrain electrification project in Atherton. Roland Lebrun, San Jose, commented on timing of comment card submittal; lack of opportunity for public participation at meetings of the Ad-Hoc Advisory Committees and the presentations that are in the agenda packet regarding the PCEP Update and Transit and Intercity Rail Capital Program (TIRCP). Jeff Carter, Millbrae, commented on the process of submitting public comment cards and the annual passenger count. Ruth Rados, San Francisco, commented on the design proposal for the cars on the new electrified trains.

CONSENT CALENDAR a. Approval of Minutes of Special Meeting of January 4, 2018 b. Approval of Minutes of January 4, 2018 c. Acceptance of Statement of Revenues and Expenditures for December 2017 d. Receive Key Caltrain Performance Statistics – December 2017 e. Receive State and Federal Legislative Update

Motion/Second: Brinkman/Stone Ayes: Brinkman, Chavez, Davis, Pine, Stone, Zmuda, Gillett, Bruins Absent: Gee

Joint Powers Board Meeting Minutes of February 1, 2018

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

Joint Powers Board Meeting Minutes of February 1, 2018

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14179691.1

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

Joint Powers Board Meeting Minutes of February 1, 2018

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AUTHORIZE EXECUTION OF SUPPLEMENTAL AGREEMENT NO. 4, PACIFIC GAS AND ELECTRIC (PG&E) PROCUREMENT AND CONSTRUCTION SERVICES FOR PG&E INFRASTRUCTURE BUILD OUTS IN SUPPORT OF THE PENINSULA CORRIDOR ELECTRIFICATION PROJECT (PCEP); AMENDMENT OF SUPPLEMENTAL AGREEMENT NO. 2 PG&E OVERSIGHT OF CALTRAIN DESIGN AND CONSTRUCTION OF 115 KV INTERCONNECTIONS; AND AMENDMENT OF SUPPLEMENTAL AGREEMENT NO. 5 INTERIM POWER DESIGN AND CONSTRUCTION SERVICES FOR THE PCEP Ms. Larano provided a report on the proposed action. Ms. Larano and Ms. Cassman responded to questions on cost-sharing for utility relocations. Chair Bruins announced that a redline edited version of the resolution in the reading file. The Board requested that staff provide continued updates on the PCEP contingency draw-down for this work. Ms. Larano responded that staff will do so. Approved by Resolution No. 2018-05 Motion/Second: Stone/Brinkman Ayes: Brinkman, Chavez, Davis, Pine, Stone, Zmuda, Gillett, Bruins Absent: Gee AUTHORIZE THE AGREEMENT WITH PACIFIC GAS AND ELECTRIC (PG&E) FOR RELOCATION OF PIPELINE AS REQUIRED FOR THE 25TH AVENUE GRADE SEPARATION PROJECT Rafael Bolon, Project Manager, provided a report on the agreement with Pacific Gas and Electric (PG&E) for Relocation of Pipeline as required For the 25th Avenue Grade Separation Project. Approved by Resolution No. 2018-06 Motion/Second: Stone/Brinkman Ayes: Brinkman, Chavez, Davis, Pine, Stone, Zmuda, Gillett, Bruins Absent: Gee AUTHORIZE AMENDMENT OF COUNTY LAW ENFORCEMENT AGREEMENT AND APPROVE COMMUNICATION SERVICES AGREEMENT William Grizard, Director, Safety and Security, provided a report on the proposed agreement and agreement amendment for County Law Enforcement and Communication services and responded to questions.

Ms. Chavez requested further information on the use of 911 services in each county along the right of way and an analysis of responsiveness under the law enforcement services agreement.

Public Comment Roland Lebrun, San Jose, commented on the opportunity to consult with VTA on that agency's approach with BART Police. Approved by Resolution No. 2018-07 Motion/Second: Gillett/Brinkman Ayes: Brinkman, Chavez, Davis, Pine, Stone, Zmuda, Gillett, Bruins Absent: Gee

Joint Powers Board Meeting Minutes of February 1, 2018

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APPROVE CALTRAIN BUSINESS PLAN FINAL BUSINESS STRATEGY AND SCOPE Ms. Brinkman announced that she is recusing herself from discussions of the Caltrain Business Plan due to a potential conflict of interest under Government Code section 1091(b)(2) and the Political Reform Act due to her husband's employment relationship with Arup. She then left the room for discussion of this item. Sebastian Petty, Senior Policy Advisor, provided a report on the Caltrain Business Plan business strategy, funding and proposed scope of work, and responded to questions. Public Comment Leora Tanjuatco, Housing Leadership Council of San Mateo County, asked to include affordable housing in the business plan scope.

Nicole Soultanov, San Francisco Bay Area Planning and Urban Research Association (SPUR), San Jose, commented on the vision of the Caltrain Business Plan and also suggested looking at international models of rail corridors. Roland Lebrun, San Jose, commented that his letter was not included in the correspondence file. He commented on the Ad Hoc Committee and Business Plan vision and cost. Jeff Carter, Millbrae, commented on affordable housing, fares and Caltrain capacity.

Adina Levin, Friends of Caltrain, commented and suggested staff consider international models. Dev Davis requested to include additional language on Attachment 1and the Business Plan Policy Principals to add a clauses on, 1.) increasing ridership to help relieve congestion on the roadways, and 2.) the importance of strategic partnerships with communities and partner agencies. Ms. Davis also requested to include language on Attachment 2 to include station capacity as part of the analysis. She also asked staff to include language in the outreach section that includes details of the Board member participation in community outreach. She also asked for the scope of work to include Transit Oriented Development (TOD) and the need for a TOD policy. Approved by Resolution No. 2018-08 Motion/Second: Gillett/Chavez, with inclusion of the language suggested by Ms. Davis Ayes: Chavez, Davis, Stone, Zmuda, Gillett, Bruins Absent: Gee, Brinkman, Pine BOARD MEMBER REQUESTS Cheryl Brinkman returned to the room.

Ms. Davis requested a presentation on changes at San Jose Diridon Station and the status of proposed changes to the San Francisco Caltrain station.

Joint Powers Board Meeting Minutes of February 1, 2018

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

Adjourned at 12:53 p.m.

AGENDA ITEM #4 (c) MARCH 1, 2018

PENINSULA CORRIDOR JOINT POWERS BOARD

STAFF REPORT

TO: Joint Powers Board THROUGH: Jim Hartnett Executive Director FROM: Derek Hansel

Chief Financial Officer

SUBJECT: STATEMENT OF REVENUES AND EXPENSES FOR THE PERIOD ENDING

JANUARY 31, 2018 ACTION Staff proposes the Committee recommend that the Board accept and enter into the record the Statement of Revenues and Expenses for the month of January 2018. This staff report provides a brief discussion of significant items and trends on the attached Statement of Revenues and Expenses through January 31, 2018. The statement has been designed to follow the Agency wide line item rollup as included in the adopted budget. The columns have been designed to provide easy comparison of year to date prior to current actuals for the current fiscal year including dollar and percentage variances. In addition, the current forecast of Revenues and Expenses is compared to the Revised Budget for Fiscal Year 2018. SIGNIFICANCE Annual Forecast: The Forecast reflects Use of Reserves (page 1, line 13) of $6.8 million compared to $8.5 million in the revised budget. This is an improvement of $1.7 million and is driven by projected savings in several expense line items including Rail Operating Service (page 1, line 23), Fuel and Lubricants (page 1, line 29), Facilities and Equipment Maintenance (page 1, line 32), Utilities (page 1, line 33), and Other Office Expenses and Services (page 1, line 44). Year to Date Revenues: As of January year-to-date actual, the Total revenues (page 1 of the Statement of Revenues and Expenses, line 17) are $1.5 million higher than the prior year. This is primarily driven by Farebox Revenue (page 1, line 1), Shuttle (page 1, line 3), and Rental Income (page 1, line 4). This is partially offset by Parking Revenue (page 1, line 2) due to TVM monthly sales adjustment, Operating Grants (page 1, line 11), JPB Member agency contributions (page 1, line 12) that were reduced due to a decrease in the annual insurance premiums and Other Income (page 1, line 5) due to

Union Pacific shared track and maintenance revenue. Year to Date Expenses: As of January year-to-date actual, the Total Expense (page 1, line 50) is $2.0 million higher than the prior year-to-date actual. This is primarily due to higher TASI costs (page 1 line 23), ), Fuel and Lubricants (page 1, line 29), Wages & Benefits (Page 1 line 39) and Professional Services (page1, line 42) offset by Insurance (page1, line 31) due to decrease in claims expense and reversal of claims reserve. BUDGET IMPACT There are no budget amendments for the month of January 2018. STRATEGIC INITIATIVE This item does not achieve a strategic initiative. Prepared By: Maria Pascual, Accountant 650-508-6214 Jeannie Chen, Manager , General Ledger

650-508-6259

Statement of Revenue and ExpensePage 1 of 1

% OF YEAR ELAPSED 58.3%

PRIOR CURRENT $ % APPROVED $ % ACTUAL ACTUAL VARIANCE VARIANCE BUDGET FORECAST VARIANCE BUDGET

REVENUEOPERATIONS:

1 Farebox Revenue 53,259,725 55,823,041 2,563,316 4.8% 98,427,508 98,427,508 - 0.0% 12 Parking Revenue 3,222,807 3,064,528 (158,279) (4.9%) 6,871,603 6,871,603 - 0.0% 23 Shuttles 1,057,379 1,284,091 226,712 21.4% 2,461,000 2,461,000 - 0.0% 34 Rental Income 1,043,228 1,127,629 84,401 8.1% 1,740,200 1,740,200 - 0.0% 45 Other Income 1,854,314 921,200 (933,114) (50.3%) 993,345 993,345 - 0.0% 56 - 67 TOTAL OPERATING REVENUE 60,437,453 62,220,489 1,783,037 3.0% 110,493,656 110,493,656 - 0.0% 78 89 CONTRIBUTIONS: 9

10 AB434 Peninsula & TA Shuttle Funding 989,416 924,615 (64,801) (6.5%) 1,796,300 1,796,300 - 0.0% 1011 Operating Grants 2,625,716 2,488,296 (137,420) (5.2%) 4,265,650 4,265,650 - 0.0% 1112 JPB Member Agencies 14,550,504 14,473,071 (77,433) (0.5%) 20,448,014 20,448,014 - 0.0% 1213 Use of Reserves - 0.0% 8,490,979 6,783,627 (1,707,352) (20.1%) 1314 0.0% 1415 TOTAL CONTRIBUTED REVENUE 18,165,636 17,885,982 (279,655) (1.5%) 35,000,943 33,293,591 (1,707,352) (4.9%) 1516 1617 GRAND TOTAL REVENUE 78,603,089 80,106,471 1,503,382 1.9% 145,494,599 143,787,247 (1,707,352) (1.2%) 17

18 1819 1920 EXPENSE 2021 2122 OPERATING EXPENSE: 2223 Rail Operator Service 44,241,987 46,026,078 1,784,091 4.0% 84,418,672 83,918,672 (500,000) (0.6%) 2324 Positive Train Control 291,138 - (291,138) (100.0%) 900,000 900,000 - 0.0% 2425 Security Services 3,144,193 3,255,591 111,398 3.5% 5,865,760 5,865,760 - 0.0% 2528 Shuttles Services 2,591,688 2,775,964 184,276 7.1% 5,161,000 5,161,000 - 0.0% 2829 Fuel and Lubricants 5,009,699 5,495,419 485,720 9.7% 10,599,290 10,269,091 (330,198) (3.1%) 2930 Timetables and Tickets 35,399 42,590 7,191 20.3% 144,700 144,700 - 0.0% 3031 Insurance 2,238,669 1,366,938 (871,731) (38.9%) 6,108,156 6,108,156 - 0.0% 3132 Facilities and Equipment Maint 1,092,634 1,167,003 74,369 6.8% 2,992,921 2,617,773 (375,148) (12.5%) 3233 Utilities 1,185,692 1,103,636 (82,056) (6.9%) 1,964,783 1,921,076 (43,707) (2.2%) 3334 Maint & Services-Bldg & Other 721,000 750,893 29,893 4.1% 1,509,598 1,509,598 - 0.0% 3435 3536 TOTAL OPERATING EXPENSE 60,552,099 61,984,112 1,432,013 2.4% 119,664,880 118,415,826 (1,249,053) (1.0%) 3637 3738 ADMINISTRATIVE EXPENSE 3839 Wages and Benefits 4,635,242 4,996,765 361,523 7.8% 9,717,737 9,717,737 - 0.0% 3940 Managing Agency Admin OH Cost 3,422,745 3,287,728 (135,017) (3.9%) 6,051,231 6,051,231 - 0.0% 4041 Board of Directors 6,579 10,544 3,965 60.3% 14,600 14,600 - 0.0% 4142 Professional Services 2,508,762 2,883,578 374,816 14.9% 5,514,964 5,514,964 - 0.0% 4243 Communications and Marketing 92,771 76,865 (15,906) (17.1%) 211,500 211,500 - 0.0% 4344 Other Office Expenses and Services 1,327,462 1,171,405 (156,057) (11.8%) 3,021,012 2,562,714 (458,298) (15.2%) 4445 4546 TOTAL ADMINISTRATIVE EXPENSE 11,993,561 12,426,885 433,323 3.6% 24,531,044 24,072,746 (458,298) (1.9%) 46

47 4748 Long Term Debt Expense 760,858 887,949 127,091 16.7% 1,298,675 1,298,675 - 0.0% 4849 4950 GRAND TOTAL EXPENSE 73,306,518 75,298,946 1,992,427 2.7% 145,494,599 143,787,247 (1,707,352) (1.2%) 50

51 5152 NET SURPLUS / (DEFICIT) 5,296,571 4,807,525 (489,045) (9.2%) - - - 0.0% 52

2/19/18 1:40 PM

PENINSULA CORRIDOR JOINT POWERS BOARDSTATEMENT OF REVENUE AND EXPENSE

Fiscal Year 2018January 2018

YEAR TO DATE ANNUAL

PENINSULA CORRIDOR JOINT POWERS BOARD

INVESTMENT PORTFOLIO

AS OF JANUARY 31, 2018

TYPE OF SECURITY MATURITY INTEREST PURCHASE MARKETDATE RATE PRICE RATE

------------------------------------------------------ ------------------ ---------------- ------------------ ------------------

Local Agency Investment Fund (Unrestricted) * Liquid Cash 1.350% 73,128 73,128

County Pool (Restricted) ** Liquid Cash 1.295% 1,000,000 1,000,000

County Pool (Unrestricted) ** Liquid Cash 1.295% 981,817 981,817

Other (Unrestricted) Liquid Cash 0.000% 57,321,852 57,321,852

Other (Restricted) *** Liquid Cash 0.200% 25,238,490 25,238,490

------------------------------------------------------ ------------------ ---------------- ------------------ ------------------

84,615,288$ 84,615,288$

Accrued Earnings for January 2018 7,922.21$ Cumulative Earnings FY2018 51,125.58$

* The market value of Local Agency Investment Fund (LAIF) is calculated annually and is derived from the fairvalue factor as reported by LAIF for quarter ending June 30th each year.

** As of October 2017, the total cost of the Total County Pool was $5,092,849,624 and the fair market value per San Mateo County Treasurer's Office was $5,080,447,644.

*** Prepaid Grant funds for Homeland Security, PTMISEA and LCTOP projects, and funds reserved for debt repayment.

The Portfolio and this Investment Report comply with the Investment Policy and the provisions of SB 564 (1995).

The Joint Powers Board has the ability to meet its expenditure requirements for the next six months.

BOARD OF DIRECTORS 2018 JEANNIE BRUINS, CHAIR GILLIAN GILLETT, VICE CHAIR CHERYL BRINKMAN CINDY CHAVEZ DEVORA "DEV" DAVIS JEFF GEE DAVE PINE CHARLES STONE MONIQUE ZMUDA JIM HARTNETT EXECUTIVE DIRECTOR

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AGENDA ITEM # 4 (d) MARCH 1, 2018

PENINSULA CORRIDOR JOINT POWERS BOARD STAFF REPORT

TO: Joint Powers Board THROUGH: Jim Hartnett

Executive Director FROM: Michelle Bouchard

Chief Operating Officer, Rail SUBJECT: KEY CALTRAIN PERFORMANCE STATISTICS – JANUARY 2018 ACTION Staff Coordinating Council recommends that the Board receive the Performance Report for January 2018. SIGNIFICANCE Staff will provide monthly updates to Key Caltrain Performance Statistics, Caltrain Shuttle Ridership, Caltrain Promotions, Special Event Updates and Social Media Analytics BUDGET IMPACT There is no budget impact. MONTHLY UPDATE In January 2018, Caltrain’s average weekday ridership (AWR) increased 3.2 percent to 57,018 from January 2017 AWR of 55,271. The total number of passengers who rode Caltrain in January 2018 increased 3.3 percent to 1,525,553 from 1,477,362 in January 2017. This month ticket sales for One Way tickets (up 29.1 percent), ED One Way tickets (up 18.2 percent), ED Day Passes (up 1.7 percent), Monthly Passes (up 0.2 percent) and ED Monthly Passes (up 6.9 percent) increased from January 2017. Ticket sales for Day Passes (down 6.5 percent) decreased from January 2017. The shift in fare product usage is due to the recent elimination of the 8-ride ticket. The number of Eligible Go Pass Employees decreased 2.3 percent from 75,622 to 73,903 from January 2017. The slight decrease in Go Pass Eligible Employees was likely due to the Go Pass increase from $237.50 to $285 per eligible user, with a minimum participation rate of $23,940 that was effective on January 1, 2018. Although several participants decided not to enroll in the 2018 Go Pass Program, there is continued interest by new participants currently in the enrollment process. Farebox Revenue increased 13.7 percent from January 2017 from $6,911,884 to $7,855,457.

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On-time performance (OTP) for January 2018 was 96.2 percent, compared to 94.4 percent OTP for January 2017. In January 2018 there were 439 minutes of delay due to mechanical issues compared to 254 minutes in January 2017. Looking at customer service statistics, there were 8.5 complaints per 100,000 passengers in January 2018 which decreased from 9.1 in January 2017. Shuttle ridership for January 2018 is down 9.4 percent from January 2017. For the station shuttles, the Millbrae-Broadway shuttle averaged 156 daily riders. The Belmont-Hillsdale shuttle averaged 39 daily riders. The weekend Tamien-San Jose shuttle averaged 34 daily riders. When the Marguerite shuttle was removed, the impact to ridership was a decrease of 2.5 percent. Caltrain’s shuttle vendor’s ongoing staffing issues continued to impact the scheduled service on three shuttle routes. Reduced service was provided to the impacted routes. Staff continues to work with the shuttle vendor to resolve the issues and restore service. Caltrain Promotions – January 2018: MLK Train – Caltrain partnered with the Northern California Dr. Martin Luther King, Jr. Community Foundation (NorCalMLK Foundation) to run the annual special “Celebration Train” celebrating the life and legacy of Dr. Martin Luther King, Jr. The Celebration Train ran on January 15, 2018 and stopped in San Jose, Palo Alto and San Mateo. Ridership for the 2018 Celebration Train was 925 riders, which represents a 3 percent decrease compared to 2017. Caltrain promoted the special service on boosted organic Social Media, press releases/blog, Caltrain’s website and through partnerships with the NorCalMLK Foundation and the San Mateo County Martin Luther King, Jr. Day communications. For the last three years, a commemorative ticket was printed and distributed to Celebration Train registrars. On-going promotions: San Jose Sharks at SAP Center – For the month of January, there were four home games played. Promotions include sponsored Facebook engagement ads through the end of April. Caltrain carried 1,178 Shark fans and regular riders for the month of January.

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Prepared by: James Namba, Marketing Specialist 650.508.7924 Jeremy Lipps, Social Media Officer 650.622.7845 Catherine David, Principal Planner 650.508.6471

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Table A

Graph A

FY2017 FY2018 % ChangeTotal Ridership 1,477,362 1,525,553 3.3%Average Weekday Ridership 55,271 57,018 3.2%Total Farebox Revenue $6,911,884 $7,855,457 13.7%On-time Performance 94.4% 96.2% 1.9%Average Caltrain Shuttle Ridership 8,848 8,018 -9.4%

FY2017 FY2018 % ChangeTotal Ridership 10,877,503 11,001,877 1.1%Average Weekday Ridership 58,250 60,359 3.6%Total Farebox Revenue $53,259,725 $55,835,041 4.8%On-time Performance 94.0% 95.0% 1.1%Average Caltrain Shuttle Ridership 9,105 8,660 -4.9%

January 2018

Year to Date

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AGENDA ITEM #4 (e) MARCH 1, 2018

PENINSULA CORRIDOR JOINT POWERS BOARD

STAFF REPORT

TO: Joint Powers Board THROUGH: Jim Hartnett Executive Director FROM: Seamus Murphy Chief Communications Officer SUBJECT: STATE AND FEDERAL LEGISLATIVE UPDATE ACTION Staff Coordinating Council recommends the Board receives the attached memos. Staff will provide regular updates to the Board in accordance with Legislative Program. SIGNIFICANCE The 2018 Legislative Program establishes the principles that will guide the legislative and regulatory advocacy efforts. Based on those principles, staff coordinates closely with our Federal and State advocates on a wide variety of issues that are considered in Congress and the State legislature. The attached reports highlight the recent issues and actions that are relevant to the Board. Prepared By: Casey Fromson, Government and

Community Affairs Director

650-508-6493

800 17th Street, N.W., Suite 1100 | Washington, DC 20006 | T 202.955.3000 | F 202.955.5564

Holland & Knight LLP | www.hklaw.com

Caltrain Federal Update February 2018

Congress Passes Two-Year Budget Deal and Short Term Spending Measure On February 9, the Senate (71-28) and the House (240-186) passed—in one package—a budget deal and a short-term FY 2018 continuing resolution (CR) to fund the government through March 23. Shortly thereafter, the President signed the bill into law. The budget deal will set topline spending numbers for FY 2018 and 2019, with offsets and bipartisan reforms to minimize the deficit impact of increasing spending caps. The deal raises the spending caps by approximately $300 billion over two years; increases the limit on military spending by $80 billion in FY 2018 and $85 billion in FY 2019; and increases the limit on nondefense spending by $63 billion this year and $68 billion next year. The short-term CR will fund the government through March 23, giving the House and Senate Appropriations Committees time to craft a FY 2018 omnibus spending bill under the new budget cap guidelines. The bill directs specific amounts of money to the House and Senate Appropriations Committees to be used for different spending “buckets” – such as infrastructure – and directs the committees to distribute funds to each subcommittee to craft its appropriations bill to distribute the money, prior to the CR deadline. If an omnibus is completed before March 21, then appropriators will begin work on FY 2019 bills and aim to complete them before the fiscal year ends on September 30. The budget deal also includes the following over two years, FY 2018 and 2019:

• $89.3 billion in emergency supplemental appropriations for natural disasters – mostly hurricanes affecting Texas, Louisiana, Florida, Puerto Rico and the Virgin Islands, but also wildfires in the West.

• Extends the debt ceiling through March 1, 2019, past the November midterm elections. • A one-year extension of expired tax breaks that were not included in the December 2017

tax reform bill. • $6 billion over two years for anti-opioid and mental health efforts and extend

authorization of the Children's Health Insurance Program (CHIP) for the next 10 years • Authorizes $7 billion in total funding for community health centers for two years and

closes the Medicare Part D prescription drug benefit "donut hole" for seniors in 2019. • $20 billion for infrastructure including surface transportation, rural water and wastewater,

clean and safe drinking water, rural broadband, and energy infrastructure; • $5.8 billion for Child Care Development Block Grants; $4 billion to rebuild veterans

hospitals and clinics.

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• $4 billion for college affordability programs, including those for police officers, firefighters and teachers.

While Minority Leader Schumer (D-NY) and Majority Leader McConnell (R-KY) were optimistic about the deal, calling it a “breakthrough” and the “first real sprout of bipartisanship,” a brief shutdown occurred because of Sen. Rand Paul’s (R-KY) objection to the new budget agreement driving up federal deficits. House Democrats were also skeptical. House Minority Leader Nancy Pelosi (D-CA) said she could not agree to a budget deal unaccompanied by immigration and DACA legislation. On the House floor, Pelosi said that without a DACA commitment from House Speaker Paul Ryan (R-WI) comparable to that made by McConnell the package would not have her support, or that of a large number of House Democrats. However, enough House Democrats voted for the bill to advance funding, which led to final passage. Administration Introduces FY 2019 Budget Request On February 12, President Donald Trump submitted his budget request to Congress for fiscal year (FY) 2019. The President's budget request calls for approximately $4.4 trillion in total spending. Much of the budget seeks to scale back nondefense programs, and streamline permitting and review processes for projects. The administration projected an annualized economic growth of 3.1 percent over the next three years. It would add $984 billion to the federal deficit over the next year, despite seeking cuts to welfare programs such as Medicare and food stamps. Over the next 10 years, the plan would add $7 trillion to the deficit. The administration's request seeks $540 billion in nondefense spending for 2019, a $57 billion decrease from Congress' spending cap. Below is a summary of the Department of Transportation (DOT) budget summary. The budget does recommend $100 million for the Peninsula Corridor Electrification project. The President’s FY 2019 budget requests $76.8 billion for the Department of Transportation, which would be a reduction of $248.9 million decrease over FY 2017 enacted levels and $1.7 billion from the FY 2018 appropriations, averaging the House and Senate FY 2018 Transportation-HUD (THUD) Appropriations bills which Congress has not yet completed.

• This reflects the recent two-year budget deal. From that additional funding DOT is providing an additional $300 million for the Maritime Administration (MARAD) to fund the replacement of two of the Maritime Academies aging schoolships.

Highways: Provides $45,268,596,000, the FAST Act funding level for FY 2019 and a $2 billion increase over FY 2017 enacted levels and $1,034,384,000 increase over FY 2018 (both the House and Senate THUD Appropriations bills provided the FAST Act’s FY 2018 authorized level of $44,234,212,000)

• Includes a rescission of $216,951,000 of unspent allocated programs: $46 million from Appalachian Highways, $112 million in miscellaneous general fund appropriations for highways, and $59 million in miscellaneous earmarks of Highway Trust Fund (HTF) money.

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• Similar to FY 2018 budget, this budget request does not recommend anything to fix the

Highway Trust Fund solvency after it runs out of money in FY 2021. The budget appendix does recommend adjusting the baseline which could delay funding to the states in the future: “…beginning in 2022, the Budget presents an adjusted baseline to account for the mismatch between baseline rules that require assuming that spending continues at current levels and the law limiting the spending from the HTF to the level of available balances in the HTF. Under current law, DOT is unable to reimburse States and grantees when the balances in the HTF, largely reflecting the level of incoming receipts, are insufficient to meet their requests. Relative to the BBEDCA baseline levels, reducing outlays from the HTF to the level of receipts in the adjusted baseline presentation results in a reduction in HTF outlays of $122.4 billion over the 2022-2028 window.”

TIGER: The budget proposes eliminating funding for TIGER grants, similar to last year’s budget request. Congress will likely ignore this request as the Senate included $550 million in the FY 2018 THUD Appropriations bill and TIGER has been funded in every final enacted appropriations bill since it was created including $500 million in FY 2017. Federal Transit Administration (FTA): $11,118,562,000, $1.29 billion decrease over FY 2017 enacted levels and $1,121,721,000 below House/Senate averaged FY 2018 THUD appropriations bills.

• Transit Formula Grants: The budget requests $9.939 billion, as enacted under the FAST Act, $205 million increase over FY 2017 enacted levels and $238 million increase over House/Senate averaged FY 2018 THUD appropriations bills.

• Capital Investment Grants (New Starts/Small Starts/Core Capacity): As in the FY 2018 budget, this budget proposes to stop funding new Capital Investment Grant projects. Requests $1 billion to fund the projects already under construction. This is $1.4 billion decrease over FY 2017 enacted levels and $942.95 million decrease over House/Senate averaged FY 2018 THUD appropriations bills.

o However, Congress will most likely ignore this request as the FY 2018 project proposed to cut the Capital Investment Grants program to $1.2 billion, and the House provided $1.8 billion and the Senate provided $2.1 billion. Since the new two-year budget deal provides additional money, there is no longer pressure to cut this account.

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Federal Railroad Administration (FRA): $854 million in funding, $997 million decrease over FY 2017 enacted levels and $1.238 billion less than the House/Senate FY 2018 THUD averaged current funding levels.

• Amtrak: $737.897 million, $839 million below FY 2017 enacted levels and $776 million below the House/Senate FY 2018 THUD averaged funding levels. o Proposes that states pay half of the operating subsidy cost of long-distance routes

going through their state. o Proposes that railroads pay $50 million per year in new rail safety user fees to defray

FRA overhead costs.

• FAST Act Authorized Grant Programs: Does not provide any funding for the Federal-State Partnership for State of Good Repair (funded at $25 million in FY 2017), Consolidated Rail Infrastructure and Safety Improvement (funded at $68 million in FY 2017), or Restoration and Enhance Grants program (funded at $5 million in FY 2017).

Federal Aviation Administration (FAA): The budget requests $16,122,290,000 for the FAA, a $285 million increase over FY 2017 enacted levels and $642.951 million below the House/Senate FY 2018 THUD averaged current funding levels.

• Airport Improvement Program (AIP): $3.35 billion, same as FY 2017 enacted levels. The program has been at this level since FY 2014 pending reauthorization.

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White House Introduces Infrastructure Proposal: On February 12, 2018 the White House unveiled its a 55-page proposal for infrastructure investment, the Legislative Outline for Rebuilding Infrastructure. The sweeping proposal seeks to inject funding into several key areas and priorities. Broadly, the proposal outlines $200 billion in overall funding, as depicted below in Figure 1. Figure 1

As Figure 1 depicts, the Administration will seek to target Federal money to projects with significant funding contributions from States, local governments, private entities, and other non-Federal sources and offers recommendations for project streamlining. It does not, however, include any new revenue to pay for the $200 billion of new Federal spending. Without identification of funding sources, doubtful that Congress will be able to pass infrastructure legislation. Congressional committees have started to hold hearings on infrastructure including several on water infrastructure and the Water Resources Development Act, the legislation that authorizes Army Corps of Engineers policy and projects. There is possibility that several of the water related policy provisions could be included in WRDA legislation that the House Transportation and Infrastructure and Senate Environment and Public Works Committees are hopeful to pass this year. INFRASTRUCTURE INCENTIVES PROGRAM FUNDING Funding: $100 billion for a new incentive (competitive) grants program. This money would be distributed primarily between Department of Transportation (DOT), Army Corps of Engineers (Corps) and

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the Environmental Protection Agency (EPA)—and then other Federal agencies could ask DOT, the Corps, and EPA for funding. The amount of an incentive grant would be capped at 20 percent of the new revenue that the entity is raising, and could be combined with a Federal loan or a private activity bond (PAB). Each State cannot receive more than 10 percent of the total amount available under the Incentives Program. Applicability: The proposal says the program “would provide support to wide-ranging classes of assets, including the following governmental infrastructure: surface transportation and airports, passenger rail, ports and waterways, flood control, water supply, hydropower, water resources, drinking water facilities, wastewater facilities, stormwater facilities, and Brownfield and Superfund sites.” Program: Each lead Federal agency would solicit applications after the enactment of the Incentives Program and every six months thereafter, and each agency will determine the content, format and timing of the applications. Potential project sponsors could apply to its lead Federal agency for a grant, which will be judged primarily on how much new non-Federal revenue can be brought to the table. State/local sponsors who enacted a tax increase for infrastructure in the three years before February 2018 would get some credit for those revenues on a sliding scale, which was not described, in the proposal. The agencies “would calculate each application score by multiplying the weighted score from the evaluation criteria by the percentage of non-Federal revenues (out of total revenues) that would be used to fund the project or program of projects.” Evaluation Criteria:

• The dollar value of the project or program of projects (weighted at 10 percent); • Evidence supporting how the applicant will secure and commit new, non-Federal revenue

to create sustainable, long-term funding for infrastructure investments (weighted at 50 percent);

• Evidence supporting how the applicant will secure and commit new, non-Federal revenue for operations, maintenance and rehabilitation (weighted at 20 percent);

• Updates to procurement policies and project delivery approaches to improve efficiency in project delivery and operations (weighted at 10 percent);

• Plans to incorporate new and evolving technologies (weighted at 5 percent); and • Evidence supporting how the project will spur economic and social returns on investment

(weighted at 5 percent). RURAL INFRASTRUCTURE PROGRAM Funding: $50 billion for grants to rural areas that lack the tax base or the passenger/freight throughput to utilize much financial leveraging. 80 percent of that money ($40 billion) would be given out as block grants to governors via some kind of rural population/rural road-miles formula that is not spelled out in the plan. The goal is that this block grant money would have very few Federal

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strings attached. The other 20 percent would go for “performance grants” selected by the Federal government. These grants are intended for rural areas with populations of less than 50,000 and there would also be a set aside for Tribal infrastructure and territorial infrastructure. Applicability: The proposal says the program would support traditional transportation infrastructure as well as broadband, water and waste, power and electric and water resources. Further, the program only would apply to the specified asset classes and to other infrastructure that is essential to the operation of those assets. Evaluation Criteria: In addition to receiving formula funds, States could apply for rural performance grants.

• Qualification for rural performance grants will require States to: o Publish a comprehensive rural infrastructure investment plan o Demonstrate the quality of any investments planned with rural performance funds o Demonstrate how they will leverage formula funds with Federal credit programs

and rewarding rural interstate projects through the infrastructure incentives program

TRANSFORMATIVE PROJECTS PROGRAM Funding: $20 billion, led by the Department of Commerce, for projects that are likely to be commercially viable, but have characteristics that otherwise deter private sector investment. The goal is fund riskier projects that could have transformational effects if successful. Infrastructure sectors covered by this program could include, but would not be limited to transportation, clean water, drinking water, energy, commercial space, and broadband. Eligible funding could be used for—

• Up to 30 percent of eligible costs under the demonstration track; • Up to 50 percent of eligible costs under the project planning track; and • Up to 80 percent of eligible costs under the capital construction track.

Evaluation Criteria: To be determined by a Department of Commerce led committee that would be comprised by other relevant cabinet agencies. Other important factors This program is intentionally vague in details on how this would be implement. The point is to create a program that is flexible enough so the decision makers could be as creative as possible in funding innovative but risky projects. INFRASTRUCTURE FINANCING PROGRAMS

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Funding: $20 billion to advance major, complex infrastructure projects by increasing the capacity of existing Federal credit programs and by broadening the use of private activity bonds (PABs).

• $14 billion to be given to existing Federal credit programs to pay for credit subsidy authority to make new loans and loan guarantees to sponsors of infrastructure projects.

o Expand DOT Transportation Infrastructure Finance and Innovation Act (TIFIA) Funding and Broaden Program Eligibility Additional budget authority Support airport and non-Federal waterways and port financing options

o Expand Federal Railroad Administration (FRA) Railroad Rehabilitation and Improvement Financing (RRIF) and Broaden Program Eligibility Additional budget authority for RRIF subsidy costs for 10 years Provide funding for RRIF credit risk premium

o Expand Environmental Protection Agency (EPA) Water Infrastructure Finance and Innovation Act (WIFIA) Funding and Broaden Program Eligibility Eliminating lending limit of $3.2 billion and provide additional budget

authority to EPA for subsidy costs Broadens the eligibility of the program

• Includes non-Federal flood mitigation navigation and water supply. • Eliminate requirements under WIFIA for borrowers to be

community water systems. • Authorizes Brownfield rehabilitation and cleanup of Superfund

sites under WIFIA. • Reduces rating agency opinions from two to one for all borrowers • Provides EPA authority to waive the springing lien in certain

lending situations. • Increases the base level of administrative funding authorized to

ensure EPA has sufficient funding to operate the WIFIA program. • Removes the restriction on the ability to reimburse costs incurred

prior to loan closing under WIFIA. • Expands the WIFIA program to authorize eligibility for credit

assistance for water system acquisitions and restructurings. • Expands WIFIA authorization to include Federal deauthorized

water resource projects. o Expands Department of Agriculture Rural Utilities Service (RUS) lending

programs funding. • $6 billion to represent the estimated cost to the Treasury over ten years of the lost tax

revenue because of the increased issuance of PABs paying tax-exempt interest that will be issued under the more expansive PAB rules proposed in the plan.

CHANGES TO EXISTING PROGRAMS Highways

• Allow States to toll existing Interstates, as long as the toll proceeds are used for infrastructure.

• Provides flexibility for the States to commercialize Interstate rest areas.

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• Increases the threshold for Federal Highways Administration (FHWA) “major project oversight” rules from $500 million to $1 billion per project. Amending the law to raise the threshold for major projects from $500 million to $1 billion would remove unnecessary oversight requirements from smaller, less complex projects that are routinely managed by FHWA and State departments of transportation.

• States would be allowed to pay the Federal government back for the Federal contribution for already-completed highway projects to be relieved of Federal compliance that is attached to that project. These Federal requirements typically include “restrictions on tolling; requirements pertaining to the location of a commercial plaza within the right-of-way of an Interstate highway; restrictions on Interstate access; and compliance with size and weight standards, highway beautification standards, and high occupancy vehicle lane operation standards.”

• Allows States to do utility relocation before the NEPA process is completed. Mass Transit

• Mandate “value capture” as a component of all new subway and light rail projects and would eliminate existing legal constraints on the use of public-private partnerships in mass transit.

The American Public Transportation Association (APTA) defines value capture as “instruments allow jurisdictions to collect revenue in specific areas and direct that revenue towards specific improvements.” Mechanisms include: special assessment districts, tax increment financing (TIF), impact fees, joint development, and split‐rate property taxes

• The Expedited Project Delivery for Capital Investment Grants (CIG) Pilot Program, which was created in the FAST Act, would be permanently codified and its Federal share is increased from 25 percent to 50 percent.

In this pilot program, the Federal Transit Administration (FTA) can select up to eight New Starts, Small Starts, or Core Capacity projects that are supported through public-private partnerships during the FAST Act authorization (FY 2016-2020).

Airports

• The proposal would allow small hub airports to apply for permission to levy passenger facility charges (PFCs) and relieves the paperwork that now currently only applies to non-hub airports.

• Expands the existing Federal Aviation Administration (FAA) Airport Privatization Pilot Program. The proposal removes the current cap that only allows 10 airports, including only one large hub airport. Also changes the existing requirement that 65 percent of carriers at an airport must approve privatization to a simple majority.

• Allows airports to offer incentive payments for early completion of Airport Improvement Program (AIP) projects.

• Limits FAA approval and oversight of non-aviation development activities at airports Rail

• Lowers the statute of limitations for challenges to the permitting of rail projects from two years to 150 days (allowed for highway and transit project in the FAST Act).

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Water

• Allows “privately owned public-purpose treatment works” to utilize the Clean Water State Revolving Fund (SRF), similar to the Safe Drinking SRF.

• Provides the EPA with similar statutory authority to the former FHWA SEP-15 authority to experiment with new project delivery provisions. This will allow the EPA Administrator “to explore alternative and innovative approaches” to the overall project delivery process (contracting, compliance with environmental requirements, right-of-way acquisition, and project finance) and to develop more effective approaches to project planning, project development, finance, design, construction, maintenance, and operations.” State departments of transportation and local transportation agencies have been able to utilizes SEP-15 to expedited project delivery.

• Provides “flexibility to the application of Federal requirements where the project funding is primarily non-Federal and the Federal share is minimal.”

Army Corps of Engineers

• Authorizes the Corps to execute agreements with non- Federal entities to use Federal dollars for construction, repair, rehab, maintenance and operation of inland waterways.

• Establishes a pilot program that would authorize the issuance of user fees to carry out Corps projects at up to 10 sites to enable public-private partnerships under the Water Resources Reform and Development Act (WRRDA) of 2014 Water Infrastructure Public-Private Partnership Pilot Program.

• Extends the duration of a contract that the Corps can sign from 5 years to 50 years. This will allow the Corps “to enter into long term contracts that encompass the full life-cycle management of infrastructure assets in the program.”

• Would allow the Corps to determine whether operation and maintenance functions at hydropower facilities on Corps projects are commercial activities and appropriate for non-Federal entities.

• Creates a streamlined deauthorization process for old Water Resources Development Act (WRDA) projects that allows for Corps projects approaching the end of their service life and for those projects operated and maintained by non-Federal interests that do not require Federal oversight. This would relieve the Federal regulatory and statutory compliance including Section 408 review.

• Currently, a local sponsor can provide local fund to the Corps through contributed and advanced funds to—hopefully—expedite Corps projects. However, under current law, the Corps process to accept the contributed and advanced funds is limited and often takes a long time, and the Corps is unable to take the benefit of a willing sponsor to provide local funds to expedite a project. The proposal would expand the authority for the acceptance of contributed funds even if no Federal funds have been appropriated for the authorized project. And, expands the applicability of advanced funds authority to all authorized water resources studies and projects that “would increase non-Federal spending and expedite project execution.”

February 20, 2018 TO: Peninsula Corridor Joint Powers Board Members FROM: Mike Robson and Trent Smith, Edelstein Gilbert Robson & Smith, LLC Joshua W. Shaw and Matt Robinson, Shaw / Yoder / Antwih, Inc. RE: STATE LEGISLATIVE UPDATE – FEBRUARY 2018 _______________________________________________________________________ Overview The Legislature returned in January to commence business in the 2018 Legislative Session. Most legislative activity is driven by constitutional and self-imposed deadlines and as we previously reported the bill introduction deadline occurred on February 16. That deadline drove the introduction of over 700 bills on that Friday alone. Overall, the Legislature has submitted 2,177 bills for consideration in the 2018 Legislative Session. With such a large number of bills submitted, many of which only currently state legislative intent, it will take some time for the Government Affairs team to review and ascertain which bills are of most importance to the Peninsula Corridor Joint Powers Board. There are several issue areas that have garnered the attention of legislators to date that are worth noting based on the bills that have been introduced, and legislative activity to date. High Speed Rail In recent legislative sessions, there have been numerous bills introduced by Republican legislators to limit or amend the High Speed Rail Bond Act to prohibit additional spending on High Speed Rail. Those bills have failed to advance beyond the first committee hearing. In 2018, however, legislative attention to spending on High Speed Rail has moved beyond press releases and has picked up bipartisan attention. Senator Jim Beall from San Jose, Chair of the Senate Transportation and Housing Committee and Republican Assemblyman Jim Patterson from Fresno were successful in requesting the Joint Legislative Audit Committee to approve an audit of the High Speed Rail Authority’s policies and practices. In requesting the audit, Senator Beall and Assemblyman Patterson noted that the High Speed Rail project faces numerous regulatory, political, and funding problems. They asked that the audit identify ways to reduce the overall cost of the project and to examine the authority’s contract management practices. There have been several legislative measures that have been introduced as placeholder bills, termed “spot” bills by legislative insiders, that could be used as legislative vehicles to implement recommendations from the audit. These are bills that have been put into the hopper simply to meet the bill introduction deadline and are now holding a “spot” and can be amended at a later date with substantive statutory language.

State Legislative Update February 20, 2018 Page Two Those bills include:

• SB 1172 by Senator Beall which deals with public outreach by the High Speed Rail Authority.

• SB 1387 by Senator Beall dealing with obsolete provisions of the Peninsula Rail District. • SB 1307 by Senator Galgiani dealing with High Speed Rail funding. • AB 3135 by Assembly Transportation Committee Chair, Jim Frazier, dealing with the

compensation of the High Speed Rail Executive Director. Housing and Infill Development Many legislators continue to push efforts to increase housing availability and construction in anticipation of the Housing Bond on the November 2018 ballot. There have been numerous bills introduced either in “spot” form or with substantive provision elements of the California Environmental Quality Act (CEQA) in an effort to streamline infill development and housing near transit. We will have a better grasp of these bills in the coming weeks. Transit-Specific Legislation SB 2034 (Kalra) – Human Trafficking This bill would require the operator of an intercity passenger rail, light rail, or bus station to train its employees to recognize signs of human trafficking and how to report to authorities. SB 1119 (Newman) – Low Carbon Transit Funding This bill would make transit fare subsidies an eligible expenditure for the state’s Low Carbon Transit Operations Program. All newly introduced legislation must sit in print for 30 days before it can be amended or acted on. Legislative policy committee hearings will begin in March with most bills being heard in April with the policy committee deadline of April 27 driving most legislative action.

Peninsula Corridor Joint Powers Board State Legislative Matrix as of 2/20/18

Page 1 of 2

Bill ID/Topic Location Summary Position

AB 1405 Mullin D Advanced Digital Network Act.

S. T. & H. 2/14/2018-Re-referred to Coms. on T. & H. and JUD.

Would enact the Advanced Digital Network Act. The bill would authorize the Department of Transportation, subject to federal approval, to enter into a specified comprehensive development lease agreement pursuant to a best value competitive procurement process for a project with a public or private entity, or a consortia thereof, to install and operate a network of new digital signs within the rights-of-way of the state highway system that would display commercial advertising and public service messages. Last Amended on 9/8/2017

Watch

AB 2034 Kalra D Human trafficking: notice.

A. JUD. 2/16/2018-Referred to Com. on JUD.

Would require a business or other establishment that operates an intercity passenger rail, light rail, or bus station, on or before January 1, 2020, to train its new and existing employees who are likely to interact with, or to come into contact with, a victim of human trafficking or who are likely to receive a report from another employee about suspected human trafficking, in recognizing the signs of human trafficking and how to report those signs to the appropriate law enforcement agency, as specified.

Watch

ACA 4 Aguiar-Curry D Local government financing: affordable housing and public infrastructure: voter approval.

A. L. GOV. 4/24/2017-Referred to Coms. on L. GOV. and APPR.

Local government financing: affordable housing and public infrastructure: voter approval. This measure would create an additional exception to the 1% limit that would authorize a city, county, or city and county to levy an ad valorem tax to service bonded indebtedness incurred to fund the construction, reconstruction, rehabilitation, or replacement of public infrastructure or affordable housing, if the proposition proposing that tax is approved by 55% of the voters of the city, county, or city and county, as applicable, and the proposition includes specified accountability requirements. It also contains other provisions.

Watch

ACA 5 Frazier D Motor vehicle fees and taxes: restriction on expenditures: appropriations limit.

A. CHAPTERED 4/6/2017-Chaptered by Secretary of State- Chapter 30, Statues of 2017

Would add Article XIXD to the California Constitution to require revenues derived from vehicle fees imposed under a specified chapter of the Vehicle License Fee Law to be used solely for transportation purposes, as defined. The measure would prohibit these revenues from being used for the payment of principal and interest on state transportation general obligation bonds that were authorized by the voters on or before November 8, 2016. The measure would prohibit the revenues from being used for the payment of principal and interest on state transportation general obligation bonds issued after that date unless the bond act submitted to the voters expressly authorizes that use. Last Amended on 4/4/2017

Watch

SB 827 Wiener D Planning and zoning: transit-rich housing bonus.

S. T. & H. 1/16/2018-Referred to Coms. on T. & H. and GOV. & F.

Would authorize a transit-rich housing project to receive a transit-rich housing bonus. The bill would define a transit-rich housing project as a residential development project the parcels of which are all within a 1/2 mile radius of a major transit stop or a 1/4 mile radius of a high-quality transit corridor, as those terms are further defined. This bill contains other related provisions and other existing laws.

Watch

SCA 6 Wiener D

S. APPR. SUSPENSE FILE 5/25/2017-May 25 hearing: Held in

Would require that the imposition, extension, or increase by a local government of a special tax as may otherwise be authorized by law, whether a sales or transactions and use tax, parcel tax, or other tax for the purpose of providing funding for transportation purposes be submitted to the electorate

Supported 2/1/18

Peninsula Corridor Joint Powers Board State Legislative Matrix as of 2/20/18

Page 2 of 2

Local transportation measures: special taxes: voter approval.

committee and under submission.

by ordinance and approved by 55% of the voters voting on the proposition. The measure would authorize an ordinance submitted to the voters for approval under these provisions to provide, as otherwise authorized by law, for the issuance of bonds payable from the revenues from the special tax. Last Amended on 5/1/2017

Total Measures: 6 Total Tracking Forms: 6

AGENDA ITEM #4 (f) MARCH 1, 2018

PENINSULA CORRIDOR JOINT POWERS BOARD STAFF REPORT

TO: Joint Powers Board THROUGH: Jim Hartnett Executive Director FROM: Michelle Bouchard Chief Operating Officer, Rail SUBJECT: CAPITAL PROJECTS QUARTERLY STATUS REPORT –

2nd QUARTER FISCAL YEAR 2018 ACTION Staff Coordinating Council recommends the Board receive the Quarterly Capital Program Status Report. SIGNIFICANCE The Capital Projects Quarterly Status Report is submitted to keep the Board advised as to the scope, budget and progress of current ongoing capital projects. BUDGET IMPACT There is no impact on the budget. BACKGROUND Staff prepares the Capital Projects Quarterly Status Report for the Board on a quarterly basis. The report is a summary of the scope, budget and progress of capital projects. It is being presented to the Board for informational purposes and is intended to better inform the Board of the capital project status. Prepared by: Gordon Hail, Senior Project Controls Engineer 650.508.7795

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AGENDA ITEM #4 (g) MARCH 1, 2018

PENINSULA CORRIDOR JOINT POWERS BOARD STAFF REPORT

TO: Joint Powers Board THROUGH: Jim Hartnett

Executive Director

FROM: April Chan Chief Officer, Planning, Grants and Transportation Authority SUBJECT: AUTHORIZE THE APPLICATION FOR AND RECEIPT OF ANNUAL CAP AND

TRADE FUNDING FOR THE PENINSULA CORRIDOR ELECTRIFICATION PROJECT ACTION Staff Coordinating Council (SCC) recommends the Board:

1. Authorize the Executive Director, or his designee, to apply for and receive $1.15 million in California Low Carbon Transportation Operations Program (LCTOP) funds from the State of California Department of Transportation (Caltrans) for the Peninsula Corridor Electrification Project (PCEP); and

2. Authorize the Executive Director, or his designee, to take such actions as may be necessary to give effect to this resolution, including filing and executing annual cap-and-trade funding applications, certifications and assurances, authorized agent forms, related amendments and any other documentation required to apply for and receive LCTOP funds.

SIGNIFICANCE The LCTOP is one of several funding programs that are part of a broad-based State effort to invest cap-and-trade auction proceeds to reduce greenhouse gas emissions as required under California’s climate action law, A.B. 32. These funds are distributed annually on a formula basis to transit agencies and Metropolitan Planning Organizations, including the Metropolitan Transportation Commission in the Bay Area. Similar to the State Transit Assistance program, transit agencies receive a portion of the funds directly based on operating revenues. Caltrans is the administering agency for the funds and requires eligible funding recipients to submit annual resolutions by authorizing agency officer(s) to execute and process the application materials associated with LCTOP funds. Caltrans also requires applicants to specify the projects to receive the LCTOP funds within the resolution. For Fiscal Year 2018 (FY18), the JPB’s allocation of LCTOP funding is $1.15 million. The Board has previously committed $9 million in LCTOP funds to the PCEP as part of the seven-party supplemental memorandum of understanding and SCC recommends these funds be allocated to the PCEP in keeping with the agreement.

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BUDGET IMPACT There is no budget impact associated with this action. A total of $9 million in LCTOP funds are included in the overall funding plan for PCEP. To date, $2.5 million of this amount has been received for PCEP. With the FY18 allocation, a total of $3.65 million in LCTOP funds will have been received for PCEP. BACKGROUND The LCTOP provides capital funding as well as operational assistance for expanded transit service to reduce greenhouse gas emissions and improve mobility. The LCTOP program is funded annually with 5 percent of the auction proceeds from the State’s cap-and-trade program. Prepared by: Peter Skinner, Manager, Grants and Fund Programming 650.622.7818

14161835.1

RESOLUTION NO. 2018 - BOARD OF DIRECTORS, PENINSULA CORRIDOR JOINT POWERS BOARD

STATE OF CALIFORNIA * * *

AUTHORIZING THE APPLICATION FOR AND RECEIPT OF ANNUAL CAP AND TRADE FUNDING FOR THE PENINSULA CORRIDOR ELECTRIFICATION PROJECT

WHEREAS, the Peninsula Corridor Joint Powers Board (JPB) is an eligible project

sponsor and may receive State cap and trade funding from the Low Carbon Transit Operations Program (LCTOP) now or sometime in the future for transit projects; and

WHEREAS, the statutes related to State-funded transit projects require a local or regional implementing agency to abide by various regulations; and

WHEREAS, Senate Bill 862 (2014) named the California Department of Transportation (Caltrans) as the administrative agency for the LCTOP; and

WHEREAS, Caltrans has developed guidelines for the purpose of administering and distributing LCTOP funds to eligible project sponsors, including the JPB; and

WHEREAS, the JPB wishes to use Fiscal Year (FY) 2017-18 LCTOP funds allocated to the JPB for the Peninsula Corridor Electrification Project (PCEP); and

WHEREAS, the PCEP will electrify the Caltrain commuter rail line, providing improved transit service and reduced greenhouse gas emissions that will benefit disadvantaged communities, as identified by the State of California, in Santa Clara, San Mateo, and San Francisco Counties, and provide electric multiple units (EMUs) to operate on the newly-electrified rail line; and

WHEREAS, the Staff Coordinating Council recommends that the JPB Board of Directors authorize the Executive Director, or his designee, to:

1. Apply for and receive $1,150,140 in FY 2017-18 LCTOP funds for the PCEP; and

2. File and execute annual cap-and-trade funding applications, certifications and assurances, authorized agent forms, agreements, related amendments, and any other documents required to apply for and receive LCTOP funding.

NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of the Peninsula Corridor Joint Powers Board, hereby:

1. Agrees to comply with all conditions and requirements set forth in the annual certifications and assurances, authorized agent forms and any applicable statutes, regulations and guidelines for all Low Carbon Transit Operations Program-funded transit projects; and

14161835.1

2. Authorizes the Executive Director, or his designee, to apply for and receive $1,150,140 in FY 2017-18 LCTOP funds for the Peninsula Corridor Electrification Project, which will electrify the Caltrain commuter rail line, providing improved transit service and reduced greenhouse gas emissions; and

3. Authorizes the Executive Director, or his designee, to take such actions as may be necessary to give effect to this resolution, including filing and executing annual cap-and-trade funding applications, certifications and assurances, authorized agent forms, agreements, related amendments, and any other documentation that may be required to apply for and receive LCTOP funds.

Regularly passed and adopted this 1st day of March 2018, by the following vote:

AYES: NOES: ABSENT:

________________________________ Chair, Peninsula Corridor Joint Powers Board ATTEST: ________________________________ JPB Secretary

Memorandum

PENINSULA CORRIDOR JOINT POWERS BOARD 1250 San Carlos Ave. – P.O. Box 3006

San Carlos, CA 94070-1306 650.508.6269

BOARD OF DIRECTORS 2018 JEANNIE BRUINS, CHAIR GILLIAN GILLETT, VICE CHAIR CHERYL BRINKMAN CINDY CHAVEZ DEVORA “DEV” DAVIS JEFF GEE DAVE PINE CHARLES STONE MONIQUE ZMUDA JIM HARTNETT EXECUTIVE DIRECTOR

Date: February 21, 2018 To: Board of Directors From: Jim Hartnett, Executive Director Subject: March 1, 2018 JPB Board Meeting Executive Director’s Report 1. On-time Performance –

• Through February 18: The preliminary February 2018 OTP was 92.7

percent compared to 93.8 percent for February 2017. • January: The January 2018 OTP was 96.2 percent compared to 94.4

percent for January 2017. 2. Caltrain Launched New Mobile Ticketing App – On Saturday, February 10,

Caltrain launched Caltrain Mobile, the rail agency’s official mobile ticketing application that allows riders to purchase and activate tickets from their smart phones. The app offers One-Way, Day Pass and Zone Upgrade digital tickets for adults and passengers who qualify for discounted fare. Caltrain Mobile is ideal for occasional and weekend riders headed to special events, day trips, sporting events and visiting friends. Future app updates could include daily parking permit purchases, trip planning and real-time information on service updates, among other functions.

3. Overhaul of Diesel Locomotives – Two Caltrain F40’s (#920 and #921) were shipped out on December 18th and now in Idaho at Motive Power, Inc. The third F40 (#922) is estimated to be shipped out in June 2018. Each overhaul will require 6-7 months to complete.

4. Fare Enforcement Ordinance – The contract with a third party processor (Turbo Data) will be completed the 1st week of March. Training classes are currently scheduled for weekends starting in March for TASI conductors. Marketing efforts such as Social Media and Press Releases to begin

AGENDA ITEM # 7

Jim Hartnett February 21, 2018 Page 2

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approximately on March 1st. Caltrain is on target for an early April completion.

5. CAC Meeting – The last Citizens Advisory Committee meeting took place on

Wednesday, February 21, in San Carlos. Joe Navarro gave a presentation on Caltrain Capacity.

6. BAC Meeting – The next Bicycle Advisory Committee meeting is scheduled for Thursday, March 15, in San Carlos.

7. Special Event Train Service – Services Provided (Ridership for events occurring after February 13th will be reported in April):

• San Jose Sharks – There were three SJ sharks regular season home games in January. Total post-game Sharks fans and regular riders, boarding at San Jose Diridon station, was 991. Total year-to-date post-game Sharks fans and regular riders, boarding at San Jose Diridon station, was 9,361. There were six SJ sharks regular season home games in February.

• Giants Fan Fest – The Giants Fan Fest was held at AT&T Park on Saturday, February 10, from 10:00 a.m. to 3:00 p.m. Caltrain provided extra capacity to and from the event (one advance pre-event train, a 7-car pre-event bullet train and two extra post-event local trains). Total additional riders alighting and boarding at San Francisco was 6,117, up by 500 riders compared to 2017. Caltrain also had a booth at the Fan Fest this year where Caltrain staff promoted and distributed the new Caltrain Giants schedule. Staff also used this occasion to help promote the newly launched Caltrain Mobile App.

• President’s Day – Caltrain operated Modified Service (Modified Saturday Schedule with four extra trains in each direction including one round trip from Gilroy to SF) on Monday, February 19 – President’s Day.

Services Scheduled:

• San Jose Sharks – The Sharks will host eight games in March. Caltrain will track post-game ridership for all home games. No extra special trains are planned. For weeknight and Saturday night games, the last northbound train departs SJ Diridon station at 10:30 p.m. or 15 minutes after the game ends, but no later than 10:45 p.m.

Jim Hartnett February 21, 2018 Page 3

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• Giants Baseball – Baseball service begins with exhibition games against the Oakland A’s at AT&T Park on Monday, March 26 and Tuesday, March 27. The regular season home opener against the Seattle Mariners will be on Tuesday, April 3 at 1:35 p.m. Caltrain will provide baseball service for all home games, including the exhibition games and home opener. Caltrain highly encourages fans to take the extra trains (labeled with an “S” in the schedule) to the weekday afternoon and weekend games to assure a seat. New for the 2018 season weekday evening and weekend post-game service, Caltrain will operate two extra local trains that depart approximately 15 and 25 minutes after the last out or when full (the Belmont Express train will no longer be in service). In addition, in the event that a game goes into extra innings, the last train departs at 12:05 a.m. to provide overnight construction windows for the Electrification project.

8. Capital Projects –

The Capital Projects information is current as of February 14, 2018 and is subject to change between February 14 and March 1, 2018 (Board Meeting).

• San Francisco Highway Bridges: Replace three obsolete overhead vehicular bridges located in San Francisco at 23rd Street, 22nd Street, and Paul Avenue. Construction started in March 2015 and was substantially completed in May 2017. Staff is waiting for the delivery of specialized materials in order to resolve a Buy America issue related to the fire hydrants that were installed as part of the project. The delivery of the materials has been extended to February 2018 due to supplier’s manufacturing delays. Installation of the material is planned for March. Staff is also continuing discussions with Caltrans, City of San Francisco, and third-party utilities to secure additional funding and reimbursement for additional incurred costs associated with their portion of work. PG&E has reimbursed the PCJPB for their associated costs. Discussions regarding cost reimbursement from the City of San Francisco for their Auxiliary Water Supply System (AWSS) continue. The AT&T relocation reimbursement request was completed by staff and is still under review by legal counsel before transmittal to AT&T. Caltrans funding discussions are pending completion of the fire hydrants in March.

• San Mateo 25th Avenue Grade Separation Project: Raise the elevation

of the alignment from Hillsdale Boulevard to south of the Highway 92 Overcrossing in the city of San Mateo. The project creates a grade separation at 25th Avenue, relocates the Hillsdale Station to the north, and creates two new east-west street grade-separated connections at 28th and 31st Avenues in San Mateo. Construction of the elevated rail alignment

Jim Hartnett February 21, 2018 Page 4

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and the new Hillsdale Station will be phased to limit impact to the operating railroad. During the past month, placement of the final project Cast-In-Drilled-Hole (CIDH) pile foundations is to be completed at the 25th Avenue Bridge. Traffic control measures have been instituted on 25th Avenue to allow construction of the foundations on the north and south sides of 25th Avenue, the center bent in the median, and to maintain public access to the local businesses. Work also continued for the bridge over Borel Creek, and, the Pedestrian Underpass between 28th and 31st Avenues. The temporary closure of the Hillsdale Station, to allow completion of the project, is forecast to occur in late 2018. During the temporary closure, enhanced bus and shuttle service to the Belmont Station will be provided to minimize the temporary inconvenience. Overall construction is expected to complete in early 2020.

• Los Gatos Creek Bridge: Replace the substandard 80-year old railroad

bridge that is located south of the Diridon Station in San Jose. The construction contract was awarded in October 2016 to DMZ Builders and the Notice to Proceed was issued in late January 2017. Due to environmental regulations, bridge construction activities that are within the creek’s waterways are limited to the period between June and October 2017. During the past month, the contractor completed final punchlist activities for signal testing for the Tailtrack and street and roadway clean-up items that were coordinated with the City of San Jose. The remaining activities are for close-out of the construction contract and project. This is the final report for this project.

• South San Francisco Station Improvements: Replace the existing side platforms with a new centerboard platform, construction of a new connecting pedestrian underpass to two new plazas in downtown South San Francisco to the west and the shuttle area to east. Upon completion, the hold-out rule at this station will be removed that currently impacts the overall system operational efficiency. A Limited Notice to Proceed was issued to the contractor on October 9 to commence the planned 60-day administrative period which precedes the start of field construction. The contractor is delinquent in providing required administrative submittals; therefore, the Notice to Proceed is delayed from the planned start in December. A restricted Limited Notice to Proceed was issued in February to allow specified trackwork construction items to proceed which is required to build temporary station platforms that will be needed to construct the project. Contract completion remains scheduled by mid-2019. Third party utility relocations, except for Kinder-Morgan fuel

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lines, are still awaiting the City of South San Francisco’s acquisition of an encroachment permit from Caltrans. Site coordination with the Electrification project continues as the Electrification contractor is currently working just north of the South San Francisco station.

• Redwood City Grade Crossing Improvements: The scope of this project is to improve the safety devices at three grade crossings within the city of Redwood City at Whipple Avenue, Main Street, and Broadway. The project will improve the Whipple Avenue crossing with new vehicular and pedestrian gates, new sidewalks and ramps, new pavement markings and striping. At Broadway, new pedestrian gates will be installed and new pavement markings will be added. At Main Street, new fencing, pedestrian gates, and pavement markings will be installed. The design and construction schedule of this project has been coordinated with the City’s improvements in the same area. The Limited Notice to Proceed (LNTP) was issued to the contractor on November 8th and the contractor has completed the administrative requirements. The Notice to Proceed was issued on February 9, 2018 and the contractor is commencing construction with the directional boring for underground electrical conduits at Broadway, Main and Whipple. Upon completion of directional boring, by the end of February, the contractor is planning to proceed in March with the work on Broadway. Construction is expected to be substantially complete by July 2018.

• FY16 Grade Crossing Improvements Project: The scope of this project is to improve the safety at 10 grade crossings along the corridor. Work items included are the installation of signals, fences, gates, curbs, lighting and signs. The existing grade crossing warning devices will be retrofitted to meet the latest California Public Utilities Commission standards. The crossings to be improved include 16th Street in San Francisco, Broadway in Burlingame, Peninsula and 4th Ave. in San Mateo, Ravenswood in Menlo Park, Alma and Charleston in Palo Alto, Rengstorff and Castro in Mountain View, and Mary in Sunnyvale. The construction contract also includes the installation of medians at five crossings in Santa Clara County. The scopes of two projects were combined into a single construction contract to improve cost and administrative efficiency. These medians are required by the FRA and are intended to create a barrier that discourages vehicles from driving around down crossing gates. The five crossings are Churchill and East Meadow in Palo Alto, Sunnyvale Avenue in Sunnyvale, and Auzerais and West Virginia in San Jose.

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The construction contract was approved for award at the January 4, 2018 Board meeting. Contract execution is still in progress as the contractor has not yet submitted the required insurance documents. The Limited Notice to Proceed, originally expected in February, is now forecast to be issued in March. Construction is expected to last 1-year from the Limited Notice to proceed.

• Sunnyvale Station Rehabilitation Project: Replace the surface pavers in the station platform with colored cast-in-place concrete and the relocation of the north pedestrian crossing to the north by approximately 83 feet. Some of the surfaces of the platform pavers have become uneven and this project will create a smooth and even platform surface. The relocation of the north pedestrian crossing will help to clear the southern crossing that is currently partially blocked when northbound 6-car consists arrive at the Sunnyvale Station. The construction contract was awarded to Sposeto Engineering on September 7th. The Limited Notice to Proceed was issued on December 15th to commence the 60-day administrative period; the Notice To Proceed is forecast to be issued in late February to early March. Construction is expected to begin in March 2018 and complete by the summer of 2018.

• Inward Facing Cameras: Install cameras on locomotives and cab cars that will video and voice record the train operators during revenue operations. Currently there are outward facing cameras on locomotives that record the right-of-way from the vantage point of the operators. The inward facing cameras are recommended by the National Transportation Research Board and assists in post-accident investigations. Inward facing cameras are already in service on Metrolink in Southern California and by railroads such as the Union Pacific and Burlington Northern Santa Fe. The Notice to Proceed was issued to Rail Power Services LLC on December 21, 2017. Administrative and design submittals are in progress. The contractor is procuring materials and coordinating vehicle availability and the scheduling of installations with the Mechanical department staff at the Centralized Equipment and Maintenance Facility (CEMOF) in San Jose. Completion of installation and testing is anticipated by the spring of 2018.

• HVAC Improvements at the CCF Communications Equipment Room:

Improve the cooling systems in the electronics equipment room at the Central Control Facility in San Jose. The amount of electronic equipment has greatly increased which has resulted in overloading of the existing cooling system. With the addition of newer systems such as CBOSS/PTC,

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ROCS/PADS, and upgrades to communications systems; the capacity of the existing cooling system is inadequate to maintain a sufficiently cool temperature. Equipment failure to critical systems such as dispatching and communications due to overheating is an unacceptable operational risk. Currently, this problem is being temporarily addressed by using rental cooling systems that are inadequate for future expansion and is costly. This project will address current and future cooling capacity by adding and replacing current cooling systems with newer and more efficient cooling equipment. The contract was awarded in November to Smith Electric Service. The contract has been executed and a Limited Notice to Proceed was issued on December 11, 2017, the administrative requirements were completed and the Notice to Proceed was issued on January 29, 2018. Currently the contractor is procuring materials and submitting work plans for approval. Construction is expected to begin construction in March and complete by the summer of 2018.

Modernization Program

Peninsula Corridor Electrification Project (PCEP)

January 2018

Monthly Progress Report

January 31, 2018

Funding Partners

Federal Transit Administration (FTA) Core Capacity

FTA Section 5307 (Environmental / Pre Development only)

FTA Section 5307 (Electric Multiple Unit (EMU) only)

Prop 1B (Public Transportation Modernization & Improvement Account)

Caltrain Low Carbon Transit Operations Cap and Trade

Proposition 1A

California High Speed Rail Authority (CHSRA) Cap and Trade

Carl Moyer Fund

Bridge Tolls (Funds Regional Measure (RM) 1/RM2)

San Francisco County Transportation Authority (SFCTA)/San Francisco Municipal Transportation Agency (SFMTA)

San Mateo County Transportation Authority (SMCTA) Contribution

SMCTA Measure A

Santa Clara Valley Transportation Authority (VTA) Measure A

VTA Contribution

City and County of San Francisco (CCSF) Contribution

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Peninsula Corridor Electrification Project

Monthly Progress Report

Table of Contents i January 31, 2018

Table of Contents Page

1.0 BACKGROUND .......................................................................................................... 1-1

2.0 EXECUTIVE SUMMARY ............................................................................................. 2-1

Funding Partners Participation in PCEP ........................................................... 2-2 2.1

Schedule .......................................................................................................... 2-4 2.2

Budget ............................................................................................................. 2-6 2.3

Board Actions .................................................................................................. 2-6 2.4

Government and Community Affairs ................................................................ 2-6 2.5

3.0 ELECTRIFICATION – INFRASTRUCTURE ................................................................ 3-1

Electrification ................................................................................................... 3-1 3.1

Supervisory Control and Data Acquisition (SCADA) ......................................... 3-2 3.2

Tunnel Modification .......................................................................................... 3-2 3.3

4.0 ELECTRIC MULTIPLE UNITS ....................................................................................... 5

Centralized Equipment Maintenance and Operations Facility (CEMOF) 4.1Modifications ....................................................................................................... 5

5.0 SAFETY ...................................................................................................................... 5-1

6.0 QUALITY ASSURANCE ............................................................................................. 6-1

7.0 SCHEDULE................................................................................................................. 7-1

8.0 BUDGET AND EXPENDITURES ................................................................................ 8-1

9.0 CHANGE MANAGEMENT .......................................................................................... 9-1

10.0 FUNDING .................................................................................................................. 10-1

11.0 RISK MANAGEMENT ............................................................................................... 11-1

12.0 ENVIRONMENTAL ................................................................................................... 12-1

Permits .......................................................................................................... 12-1 12.1

Mitigation Monitoring and Reporting Program (MMRP) .................................. 12-1 12.2

13.0 UTILITY RELOCATION ............................................................................................ 13-1

14.0 REAL ESTATE ......................................................................................................... 14-1

15.0 THIRD PARTY AGREEMENTS ................................................................................ 15-1

16.0 GOVERNMENT AND COMMUNITY AFFAIRS ......................................................... 16-1

Peninsula Corridor Electrification Project

Monthly Progress Report

Table of Contents ii January 31, 2018

17.0 DISADVANTAGED BUSINESS ENTERPRISE (DBE) PARTICIPATION AND LABOR STATISTICS ................................................................................................ 17-1

18.0 PROCUREMENT ...................................................................................................... 18-1

19.0 TIMELINE OF MAJOR PROJECT ACCOMPLISHMENTS ....................................... 19-1

List of Tables

Page

Table 2-1 Schedule Status ...................................................................................................... 2-5

Table 2-2 Budget and Expenditure Status ............................................................................... 2-6

Table 6-1 Quality Assurance Audit Summary .......................................................................... 6-1

Table 7-1 Schedule Status ...................................................................................................... 7-1

Table 7-2 Critical Path Summary ............................................................................................ 7-2

Table 7-3 Near-Term, Near-Critical with Less Than Three Months of Float ............................. 7-2

Table 8-1 Electrification Budget & Expenditure Status ............................................................ 8-1

Table 8-2 EMU Budget & Expenditure Status ......................................................................... 8-2

Table 8-3 PCEP Budget & Expenditure Status ........................................................................ 8-2

Table 11-1 Monthly Status of Risks ....................................................................................... 11-2

Table 11-2 Risk Classification ............................................................................................... 11-3

Table 14-1 Real Estate Acquisition Overview ........................................................................ 14-1

Table 15-1 Third-Party Agreement Status ............................................................................. 15-1

List of Figures

Page

Figure 2-1 PCEP Work Segments ........................................................................................... 2-1

Figure 10-1 Funding Plan ...................................................................................................... 10-1

Figure 17-1 DBE Participation ............................................................................................... 17-1

List of Appendices

Page

Appendix A – Acronyms .......................................................................................................... A-1

Appendix B – Funding Partner Meetings ................................................................................. B-1

Appendix C – Schedule ........................................................................................................... C-1

Appendix D – Standard Cost Codes ........................................................................................ D-1

Appendix E – Change Order Logs ........................................................................................... E-1

Appendix F – Risk Table ......................................................................................................... F-1

Appendix G – MMRP Status Log ............................................................................................. G-1

Peninsula Corridor Electrification Project

Monthly Progress Report

Background 1-1 January 31, 2018

1.0 BACKGROUND

Over the last decade, Caltrain has experienced a substantial increase in ridership and anticipates further increases in ridership demand as the San Francisco Bay Area’s population grows. The Caltrain Modernization (CalMod) Program, scheduled to be implemented by 2020, will electrify and upgrade the performance, operating efficiency, capacity, safety, and reliability of Caltrain’s commuter rail service.

The PCEP is a key component of the CalMod Program and consists of converting Caltrain from diesel-hauled to Electric Multiple Unit (EMU) trains for service between the San Francisco Station (at the intersection of Fourth and King Streets in San Francisco) and the Tamien Station in San Jose. Caltrain will continue Gilroy service and support existing tenants.

An electrified Caltrain will better address Peninsula commuters’ vision of environmentally friendly, fast and reliable service. Electrification will modernize Caltrain and make it possible to increase service while offering several advantages in comparison with existing diesel power use, including:

Improved Train Performance, Increased Ridership Capacity and Increased Service: Electrified trains can accelerate and decelerate more quickly than diesel-powered trains, allowing Caltrain to run more efficiently. In addition, because of their performance advantages, electrified trains will enable more frequent and/or faster train service to more riders.

Increased Revenue and Reduced Fuel Cost: An electrified Caltrain will increase ridership and fare revenues while decreasing fuel costs.

Reduced Engine Noise Emanating from Trains: Noise from electrified train engines is measurably less than noise from diesel train engines. Train horns will continue to be required at grade crossings, adhering to current safety regulations.

Improved Regional Air Quality and Reduced Greenhouse Gas Emissions: Electrified trains will produce substantially less corridor air pollution compared with diesel trains even when the indirect emissions from electrical power generation are included. Increased ridership will reduce automobile usage, resulting in additional air quality benefits. In addition, the reduction of greenhouse gas emissions will improve our regional air quality, and will also help meet the state’s emission reduction goals.

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Peninsula Corridor Electrification Project

Monthly Progress Report

Executive Summary 2-1 January 31, 2018

2.0 EXECUTIVE SUMMARY

The Monthly Progress Report is intended to provide an overview of the PCEP and provide funding partners, stakeholders, and the public an overall update on the progress of the project. This document provides information on the scope, cost, funding, schedule, and project implementation. Work along the Caltrain Electrification Corridor has been divided into four work segments as shown in Figure 2-1. PCEP activities are described and summarized by work segments.

Figure 2-1 PCEP Work Segments

Peninsula Corridor Electrification Project

Monthly Progress Report

Executive Summary 2-2 January 31, 2018

Overhead Contact System (OCS) foundation installation and potholing continues in Segment 2. 95% Design for Segment 2 Work Area 3 were completed. Design of the constant warning solution will be advanced for the Virginia and Auzerais crossings to be presented to the Union Pacific Railroad (UPRR) and Federal Railroad Administration (FRA) for review.

The PCEP team continued working to advance design of Supervisory Control and Data Acquisition (SCADA) and to finalize the schedule.

Stadler’s Utah EMU manufacturing and assembly facility and test track is under construction and on schedule. Preliminary Design Reviews for EMU systems have been completed and final design packages are being submitted for review. Stadler has begun manufacturing carshell sub-assemblies including side walls, floors, and roof sections.

HNTB, the LTK sub-consultant working on the Centralized Equipment Maintenance and Operations Facility (CEMOF), is nearing completion on 30% Design for the upgrade. The January monthly report mistakenly stated 60% Design had begun in December.

Funding Partners Participation in PCEP 2.1

The PCEP has a series of weekly, biweekly, monthly and quarterly meetings to coordinate all aspects of the program. The meetings are attended by project staff with participation by our funding partners in accordance with the Funding Partners Oversight Protocol. A summary of funding partner meetings and invitees can be found in Appendix B.

This section of the report provides a summary of the discussions and decisions made at the meetings and a list of funding partners who attended the meetings.

Electrification – Engineering Meeting – Weekly

Purpose: To discuss status, resolution and tracking of Balfour Beatty Infrastructure, Inc. (BBII) and Electrification design-related issues, to discuss and monitor the progress of utility relocation compared to schedule, and to discuss third-party coordination activities with Pacific Gas and Electric (PG&E), CHSRA, UPRR, Bay Area Rapid Transit, California State Department of Transportation (Caltrans), Communications-Based Overlay Signal System (CBOSS) and others.

Activity this Month

Funding Partners: CHSRA: Ian Ferrier

Major topics included: PG&E power quality study, the results of interconnections feasibility study, coordination between the PCEP and CBOSS projects, the utility relocation status, tunnel design and status of contract, updates of the SCADA project, progress on Design-Build (DB) contract, including design and construction updates, upcoming changes to the contract in preparation for the Change Management Board (CMB), critical Right of Way (ROW) issues, and coordination with key third parties on design review and permitting for the project.

Peninsula Corridor Electrification Project

Monthly Progress Report

Executive Summary 2-3 January 31, 2018

PCEP Delivery Coordination Meeting – Bi-Weekly

Purpose: To facilitate high-level coordination and information sharing between cross-functional groups regarding the status of the work for which they are responsible.

Activity this Month

January 2 Funding Partners: CHSRA: Ian Ferrier

The next Change Management Board meeting is scheduled for January 3 and will cover a review of Full Funding Grant Agreement (FFGA) delay changes to Stadler and BBII contracts, approval in regards to UPRR, and track access and OCS updates. Drill Tech has raised concerns regarding power line safety clearances. BBII has spoken to the Occupational Safety and Health Administration who said that they would be willing to come to the field to advise and PCEP expedited the request to PG&E to raise the power lines. The Memorandum of Understanding for the AEM-7 Electrification Test Locomotive has been finalized and sent to Mitsui. The FRA waiver request letter pertaining to use of upper level passenger side doors in lieu of exit windows was sent to FRA on December 22.

January 30 Funding Partners: CHSRA: Ian Ferrier; SFCTA: Luis Zurinaga

The Atherton City Council has submitted a request to change the five two-track cantilevers to 10 outside poles in the area adjacent to the Lloyden Park neighborhood. Design for the Constant Warning Time solution options has progressed, and PCEP will be meeting with UPRR on February 8.

Systems Integration Meeting – Bi-Weekly

Purpose: To discuss and resolve issues with inter-system interfaces and to identify and address interface points which have yet to be addressed.

Activity this Month

Funding Partners: CHSRA: Ian Ferrier and Wai-on Siu

The systems integration database was updated and modified to produce more concise reports. Monitoring and resolution of systems integration issues and scheduling bi-weekly internal interface meetings and systems integration meetings with the electrification contractor. The Traction Power SCADA team also holds bi-weekly status meetings. Coordination with the Caltrain Capital Projects project managers and resident engineers who are responsible for civil construction associated with the PCEP is ongoing. The Rail Activation Committee meets monthly and progress on a schedule of activities including systems integration testing activities, FRA, FTA and safety certification, community outreach, operating procedures and training is being tracked. A draft Rail Activation Plan has been issued for comments from the Rail Activation Committee. Systems integration test plans and pre-revenue service plans are being developed.

Peninsula Corridor Electrification Project

Monthly Progress Report

Executive Summary 2-4 January 31, 2018

Master Program Schedule (MPS) Meeting – Monthly

Purpose: To review the status of the MPS and discuss the status of major milestones, critical and near critical paths, upcoming Board review items, and progress with the contracts, among others.

Activity this Month

Funding Partners: CHSRA: Ian Ferrier; Metropolitan Transportation Commission (MTC): Trish Stoops

The monthly meeting in January contained only minor updates. This included an update on contingency drawdown. Schedule Hold Point (SHP) 01 for Start of vehicle manufacturing was reached. No additional schedule contingency was utilized in reaching this milestone. The next SHP is arrival of the first trainset in Salt Lake City. The overall schedule remains unchanged. The forecasted Revenue Service Date (RSD) remains December 2021. The addition of approximately five months of contingency to account for potential risk to the project yields an RSD of April 2022. The program critical path runs through PG&E design and construction to provide permanent power, and concludes with pre-revenue testing. The near-critical path runs through design and manufacturing of EMU trainsets.

Risk Assessment Meeting – Monthly

Purpose: To identify risks and corresponding mitigation measures. For each risk on the risk register, mitigation measures have been identified and are being implemented. Progress in mitigating these risks is confirmed at the ongoing risk monitoring and monthly risk assessment meetings.

Activity this Month

Funding Partners: CHSRA: Ian Ferrier, Wai Su; SFCTA: Luis Zurinaga; MTC: Trish Stoops

Two risks were added and one risk retired. One risk was reassigned from JPB to BBII. See the Risk Management section (Section 11) in this report for more details.

Change Management Board (CMB) – Monthly

Purpose: To review, evaluate and authorize proposed changes to PCEP over $200,000.

Activity this Month

Funding Partners: CHSRA: Bruce Armistead and Boris Lipkin; MTC: Trish Stoops and Glen Tempke; SFCTA: Luis Zurinaga; SMCTA: Joe Hurley; VTA: Krishna Davey and Carol Lawson

Major topics included: contingency usage, potential changes to the Stadler contract and track access delays, differing site condition field orders updates as well as other potential changes as part of the BBII contract.

Peninsula Corridor Electrification Project

Monthly Progress Report

Executive Summary 2-5 January 31, 2018

Potential contract changes will follow the PCEP Change Order Procedure. Once approved changes are executed, they will be reported in the Change Management section (Section 9) of this report.

BBII Contract

One change was approved.

Stadler Contract

No changes were identified for consideration.

SCADA Contract

No changes were identified for consideration.

Schedule 2.2

The current Master Program Schedule (MPS) reflects a Revenue Service Date (RSD) of December 2021, without adjustment for contingency. This is consistent with the revised baseline established in November 2017. With the addition of approximately five months of contingency to account for potential risk to the project, the RSD is anticipated as April 2022. Due to FTA contingency requirements, an FFGA RSD will also be tracked. This date is forecast as August 22, 2022 and represents the final milestone in the Program Plan.

The program critical path runs through PG&E design and construction to provide permanent power, and concludes with pre-revenue testing. The near-critical path runs through design and manufacturing of EMU trainsets. There is no change to the critical and near-critical paths from the prior reporting month.

Table 2-1 indicates major milestone dates for the MPS.

Table 2-1 Schedule Status

Milestones Program Plan Progress Schedule

(January 2018)1

First Eight Miles of Electrification Complete to Begin Testing

11/21/2019 02/13/20202

Arrival of First Vehicle at JPB 07/29/2019 07/15/2019

PG&E Provides Permanent Power 09/09/2021 09/09/2021

Start Pre-Revenue Testing 09/10/2021 09/10/2021

RSD (w/o Risk Contingency) 12/09/2021 12/09/2021

RSD (w/ Risk Contingency) 04/22/2022 04/22/2022

FFGA RSD 08/22/2022 08/22/2022

Note: 1. Dates may shift slightly as the update of the January Progress Schedule is still in progress.

2. See “Notable Variances” in Section 7 for explanation on date shift.

Peninsula Corridor Electrification Project

Monthly Progress Report

Executive Summary 2-6 January 31, 2018

Budget 2.3

A summary of the overall budget and expenditure status for the PCEP is provided in Table 2-2 below.

Table 2-2 Budget and Expenditure Status

Description of Work Budget Current Budget Cost This Month Cost To Date Estimate To

Complete

Estimate At

Completion

(A) (B)1 (C)

2 (D)

3 (E) (F) = (D) + (E)

Electrification Subtotal $ 1,316,125,208 $ 1,316,125,208 $ 10,284,980 $ 313,041,866 $ 1,003,083,342 $ 1,316,125,208

EMU Subtotal $ 664,127,325 $ 664,127,325 $ 1,067,260 $ 86,803,247 $ 577,324,078 $ 664,127,325

PCEP TOTAL $ 1,980,252,533 $ 1,980,252,533 $ 11,352,240 $ 399,845,113 $ 1,580,407,420 $ 1,980,252,533

Notes regarding tables above: 1. Column B “Current Budget” includes executed change orders and awarded contracts.

2. Column C "Cost This Month" represents the cost of work performed this month.

3. Column D "Cost To Date" includes actuals (amount paid) and accruals (amount of work performed) to date.

Board Actions 2.4

None

Future anticipated board actions include:

February

− PG&E Supplemental Agreement #4: Construction

− Amendments to PG&E Supplemental Agreements #2 and #5

March

− SamTrans sale of property to JPB for CalMod

April

− Change order authority for change orders paid for by third parties and budgeted contractor incentives

– Authority to procure used electric locomotives

To Be Scheduled

− Award Ambassador contract

− Award QA Independent Testing Lab Services contract

− Award CEMOF construction contract

− Award Tunnel Modification construction contract

Government and Community Affairs 2.5

There were two outreach events in January.

Peninsula Corridor Electrification Project

Monthly Progress Report

Electrification - Infrastructure 3-1 January 31, 2018

3.0 ELECTRIFICATION – INFRASTRUCTURE

This section reports on the progress of the Electrification, SCADA, and Tunnel Modification components. A brief description on each of the components is provided below.

Electrification 3.1

The Electrification component of the PCEP includes the installation of 138 miles of single track and OCS for the distribution of electrical power to the EMUs. The OCS will be powered from a 25 kilovolt (kV), 60-Hertz, single phase, alternating current supply system consisting of two Traction Power Substations (TPS), one switching station, and seven paralleling stations (PS). Electrification will be performed using a DB delivery method.

Activity This Month

OCS foundation installation continued in Segment 2 Work Area (WA) 5 and in parts of Segment 2 WA4. Foundation installation will continue in both work areas in February.

Potholing of utilities at proposed OCS locations continued in Segment 2 in advance of foundation installation. BBII also continued to remove obstructions found during the potholing process, such as loose concrete, asphalt, and other debris.

Relocation of signal cables found in conflict with planned OCS foundations continues as conflicts are identified.

Continued progression of the OCS design with BBII in Segments 2 and 4. 95% OCS foundation and pole layouts Segment 2 WA3 were completed.

Continued design review coordination with local jurisdictions for the OCS design in Segments 2 and 4, including responses to comments from jurisdictions.

Continued to review and coordinate signal and communication design submittals with BBII. The project team and BBII met with the UPRR and have agreed on a preferred option to move forward with final design. The project team will advance design of Virginia and Auzerais crossings in order to bring back to the UPRR and FRA for review.

Received and reviewed BBII’s 95% System Ductbanks Segment 4.

Received and reviewed BBII’s 65% Grade Crossing Bonding and Grounding.

Progress design of 115kV interconnection at the TPS-2 location.

Continued coordination efforts with PG&E for infrastructure improvements, TPS interconnects and new service drop locations. The PCEP team continues to work with PG&E for the finalization of protection scheme studies.

The PCEP team and BBII continue to work through Site Specific Work Plans (SSWP) for upcoming field work.

BBII continued to perform Line of Sight analysis in Segment 4A mainline.

Continued tree pruning and removals.

Peninsula Corridor Electrification Project

Monthly Progress Report

Electrification - Infrastructure 3-2 January 31, 2018

Activity Next Month

Complete foundations for Segment 2 WA5 and continue OCS foundation installation in Segment 2 WA4, including preparation work in the South San Francisco Yard during day time shifts.

Perform preparation of Burlingame and Redwood City siding areas for upcoming foundation work.

Continue work with BBII on field investigation activities and designs, which will include the progression of the OCS, traction power, bonding and grounding, signal systems, and other civil infrastructures such as overhead bridge protections.

Continue potholing and clearing of obstructions at proposed OCS locations. Potholing will continue with a focus on Segment 2 for foundation installation.

Perform concrete demolition at CEMOF for pothole investigations.

Perform cultural investigations in advance of OCS installation.

Continue coordination with UPRR on signal and OCS design. Advanced design on Scott and Linden crossings will be brought back to the UPRR for review.

Begin coordination with the FRA on constant warning solution.

Continue review of BBII work plans for upcoming construction activities.

Coordinate with PG&E on interconnection design and final design for PG&E infrastructure.

Continue design reviews and coordination with local jurisdictions.

Continue tree pruning and removals.

Supervisory Control and Data Acquisition (SCADA) 3.2

SCADA is a system that monitors and controls field devices for electrification, including substations, PSs and the OCS. SCADA will be integrated with the base operating system for Caltrain Operations and Control, which is the Rail Operations Center System.

Activity This Month

Held bi-weekly meetings to advance design of SCADA.

Activity Next Month

Continue bi-weekly technical meetings to advance SCADA design.

Continue work to finalize the SCADA schedule.

Peninsula Corridor Electrification Project

Monthly Progress Report

Electrification - Infrastructure 3-3 January 31, 2018

Tunnel Modification 3.3

Tunnel modifications will be required on the four tunnels located in San Francisco. This effort is needed to accommodate the required clearance for the OCS to support electrification of the corridor. Outside of the PCEP scope, Caltrain Engineering has requested the PCEP team manage completion of design and construction management for the Tunnel 1 and Tunnel 4 Drainage Rehab Project. The Drainage Rehab Project is funded separately from PCEP and will be a Design-Bid-Build construction package. Construction will occur concurrently with the Electrification DB contractor’s efforts in Segment 1.

Activity This Month

The project team continued revisions and finalization of 100% plans and specifications for Issued for Bid (IFB) documents.

Continued preparations of contract documents, including the general provisions and special provisions for bid. Draft documents were issued for review and comments.

Activity Next Month

Continue work to finalize IFB plans and specifications.

Continue work to finalize general and special provision for the contract.

Continue preparation work to advertise the contract.

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Peninsula Corridor Electrification Project

Monthly Progress Report

Electrification - Infrastructure 5 January 31, 2018

4.0 ELECTRIC MULTIPLE UNITS

The EMU procurement component of the PCEP consists of the purchase of 96 Stadler EMUs. The EMUs will consist of both cab and non-cab units configured as 16 six-car fixed trainsets. Power will be obtained from the OCS via roof-mounted pantographs, which will power the electric traction motors. The EMUs will replace a portion of the existing diesel locomotives and passenger cars currently in use by Caltrain.

Activity This Month

Stadler’s Salt Lake City area new manufacturing/assembly facility and test track is under construction and reported on schedule. Facility is to be ready for first carshell arrival in August 2018.

Preliminary Design Reviews for EMU systems have been completed.

Final Design packages for EMU systems are being submitted for review.

EMU design coordination discussions continue with representatives from Caltrain Operations and Maintenance, Caltrain Public Outreach, the FRA, the FTA Project Management Oversight Contractor (PMOC), Safety and Quality Assurance personnel, and PCEP Program Scheduling.

The PCEP team continues to address system-wide interface issues involving the emerging EMU design and the existing wayside infrastructure.

Manufacturing of carshell sub-assemblies (side walls, floors, and roof sections) has commenced in Stadler’s Switzerland-based facility.

Regular communications with the FRA continue.

Activity Next Month

Commence Final Design Reviews for Cab Car Carshell, Heating/Ventilation/Air Conditioning, Doors, Propulsion, Auxiliary Electrics, couplers and Friction Brakes.

Continue to work with the FRA on EMU compliance issues.

Centralized Equipment Maintenance and Operations Facility (CEMOF) 4.1Modifications

The CEMOF Upgrade project will provide work areas for performing maintenance on the new EMUs.

Activity This Month

30% Design Review Meeting conducted with all stakeholders.

60% design underway.

Activity Next Month

60% Design Review meeting to be conducted February 14.

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Peninsula Corridor Electrification Project

Monthly Progress Report

Safety 5-1 January 31, 2018

5.0 SAFETY

Safety and Security requirements and plans are necessary to comply with applicable laws and regulations related to safety, security, and emergency response activities. Safety staff coordinates with contractors to review and plan the implementation of contract program safety requirements. Safety project coordination meetings continue to be conducted on a monthly basis to promote a clear understanding of project safety requirements as defined in contract provisions and program safety documents.

Activity This Month

Held the monthly project DB Safety and Security Certification meeting, the Fire/Life Safety Committee meeting, and the EMU Safety and Security Certification meeting.

Project staff participated in the BBII monthly “All Hands” contractor workforce meetings. Safety communication with project stakeholders remains a priority to discuss project related hazards and mitigation initiatives.

Continued to provide input and oversight of the contractor SSWP safety provisions and ongoing safety construction oversight and inspections. Safety awareness training of overhead power line hazards was provided to contractor staff during the month. Received approval from Operations and JPB Safety on the new “Overhead Power Line” signs that are going to be installed along the ROW.

Held call with California Public Utilities Commission (CPUC) field inspectors to review General Order requirements for minimum distances of foundation poles to the track.

Provided follow-up Office Safety and Security Awareness training to PCEP staff located at project office. Topics included: fire safety, emergency evacuation, earthquake safety and active shooter procedures.

Worked with JPB Safety to develop “Right of Way” escort policy for one-time contractors/VIPs to be on the ROW.

Activity Next Month

Monthly safety communication meetings continue to be scheduled for the Project Safety and Security Certification Committee, Fire/Life Safety Committee, and other project-related contractor and JPB safety meetings to discuss safety priorities.

Continue to actively participate and present safety topics at the BBII “All Hands” monthly safety meetings.

Continue focus on performing site safety inspections on the OCS foundation and potholing field work to assess safety work practices and identify additional opportunities for improvement.

Provide inspection of new Drill Tech and NorCal equipment to be used on the ROW prior to being placed into service.

Project staff is reviewing the current Roadway Worker Protection training modules and will provide recommendations designed to enhance program efficiencies as new contractor staff is brought onboard.

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Peninsula Corridor Electrification Project

Monthly Progress Report

Quality Assurance 6-1 January 31, 2018

6.0 QUALITY ASSURANCE

The Quality Assurance (QA) staff performs technical reviews for planning, implementing, evaluating, and maintaining an effective program to verify that all equipment, structures, components, systems, and facilities are designed, procured, constructed, installed, and maintained in accordance with established criteria and applicable codes and standards throughout the design, construction, startup and commissioning of the PCEP.

Activity This Month

Staff meetings with BBII QA/Quality Control (QC) management representatives continue weekly.

Began review and approval of Design Variance Requests for BBII and PGH Wong for QA/QC and inspectability issues/concerns.

Continued review of BBII QC Inspectors Daily Reports for work scope, performance of required duties, adequacy, non-conformances, test/inspection results, follow-up to unresolved issues, and preciseness.

Regularly scheduled design reviews and surveillances began on project design packages and will continue through the spring of 2018.

Two design package audits were conducted; PGH Wong/AMC on the Issued for Construction (IFC) package for OCS Bridge Attachments, and PGH Wong/ F.W. Associates on the IFC package for Signal Systems Ductbanks. There was one finding.

A supplier audit of Southwire in Douglas, GA., the manufacturer of messenger and contact wire, was conducted and yielded five findings. The findings remain open.

Table 6-1 below provides details on the status of audits performed through the reporting period.

Table 6-1 Quality Assurance Audit Summary

Quality Assurance Activity This Reporting Period Total to Date

Audits Conducted 3 49

Audit Findings

Audit Findings Issued 6 38

Audit Findings Open 6 9

Audit Findings Closed 3 32

Non-Conformances

Non-Conformances Issued 0 5

Non-Conformances Open 0 0

Non-Conformances Closed 0 5

Peninsula Corridor Electrification Project

Monthly Progress Report

Quality Assurance 6-2 January 31, 2018

Activity Next Month

Four audits are planned and scheduled: Balfour Beatty Rail (BBR) Traction Power Group (TPG), the manufacturer of Wayside Power Cabinets (WPC) in Goldsboro, NC, BBII South San Francisco Warehouse QC and two design package audits – OCS Foundations and Pole Layouts @95%, and Civil Works Specifications.

Peninsula Corridor Electrification Project

Monthly Progress Report

Schedule 7-1 January 31, 2018

7.0 SCHEDULE

The current Master Program Schedule (MPS) reflects a Revenue Service Date (RSD) of December 2021, without adjustment for contingency. This is consistent with the revised baseline established in November 2017. With the addition of approximately five months of contingency to account for potential risk to the project, the RSD is anticipated as April 2022. Due to FTA contingency requirements, an FFGA RSD will also be tracked. This date is forecast as August 22, 2022 and represents the final milestone in the Program Plan.

The program critical path runs through PG&E design and construction to provide permanent power, and concludes with pre-revenue testing. The near-critical path runs through design and manufacturing of EMU trainsets. There is no change to the critical and near-critical paths from the prior reporting month.

Shown below, Table 7-1 indicates major milestone dates for the MPS. Items listed in Table 7-2 reflect the critical path activities/milestones for the PCEP. Table 7-3 lists near-critical activities on the horizon.

Notable Variances

BBII is currently reporting an overall delay to substantial completion, including the intermediate milestone of Segment 4/Test Track (first eight miles of electrification) completion. This delay is being evaluated by the BBII and JPB and does not constitute a schedule extension at this time. Additionally, this delay does not affect the RSD.

Table 7-1 Schedule Status

Milestones Program Plan Progress Schedule

(January 2018)1

First Eight Miles of Electrification Complete to Begin Testing

11/21/2019 02/13/20202

Arrival of First Vehicle at JPB 07/29/2019 07/15/2019

PG&E Provides Permanent Power 09/09/2021 09/09/2021

Start Pre-Revenue Testing 09/10/2021 09/10/2021

RSD (w/o Risk Contingency) 12/09/2021 12/09/2021

RSD (w/ Risk Contingency) 04/22/2022 04/22/2022

FFGA RSD 08/22/2022 08/22/2022

Note: 1. Dates may shift slightly as the update of the January Progress Schedule is still in progress.

2. See “Notable Variances” above for explanation on date shift.

Peninsula Corridor Electrification Project

Monthly Progress Report

Schedule 7-2 January 31, 2018

Table 7-2 Critical Path Summary

Activity Start Finish

PG&E Final Design and Construction to provide Permanent Power

April 2016 09/09/2021

Pre-Revenue Testing 09/10/2021 12/09/2021

RSD w/out Risk Contingency1 12/09/2021 12/09/2021

RSD w/ Risk Contingency1 04/22/2022 04/22/2022

Note: 1.

Milestone activity.

Table 7-3 Near-Term, Near-Critical with Less Than Three Months of Float

Work Breakdown Structure Activity Responsibility

Vehicles EMU Manufacturing and Testing Project Delivery

Peninsula Corridor Electrification Project

Monthly Progress Report

Budget and Expenditures 8-1 January 31, 2018

8.0 BUDGET AND EXPENDITURES

The summary of overall budget and expenditure status for the PCEP is shown in the following tables. Table 8-1 reflects the Electrification budget, Table 8-2 reflects the EMU budget, and Table 8-3 reflects the overall project budget.

Table 8-1 Electrification Budget & Expenditure Status

Description of Work Budget Current Budget

Cost This Month Cost To Date

Estimate To Complete

Estimate At Completion

(A) (B)1 (C)

2 (D)

3 (E) (F) = (D) + (E)

ELECTRIFICATION

Electrification4 $ 696,610,558 $ 696,696,030 $ 6,661,401 $ 190,514,572 $ 506,181,458 $ 696,696,030

SCADA $ - $ 3,446,917 $ - $ - $ 3,446,917 $ 3,446,917

Tunnel Modifications $ 11,029,649 $ 11,029,649 $ - $ - $ 11,029,649 $ 11,029,649

Real Estate $ 28,503,369 $ 28,503,369 $ 217,664 $ 11,921,119 $ 16,582,250 $ 28,503,369

Private Utilities $ 63,515,298 $ 63,515,298 $ 538,121 $ 18,193,787 $ 45,321,512 $ 63,515,298

Management Oversight5 $ 141,506,257 $ 141,526,164 $ 2,063,394 $ 80,957,528 $ 60,568,636 $ 141,526,164

Executive Management $ 7,452,866 $ 7,452,866 $ 117,920 $ 4,021,264 $ 3,431,602 $ 7,452,866

Planning $ 7,281,997 $ 7,281,997 $ 66,409 $ 5,185,436 $ 2,096,561 $ 7,281,997

Community Relations $ 2,789,663 $ 2,789,663 $ 1,022 $ 1,206,158 $ 1,583,505 $ 2,789,663

Safety & Security $ 2,421,783 $ 2,421,783 $ 62,474 $ 1,099,910 $ 1,321,873 $ 2,421,783

Project Mgmt Services $ 19,807,994 $ 19,807,994 $ 154,469 $ 8,946,735 $ 10,861,259 $ 19,807,994

Eng & Construction $ 11,805,793 $ 11,805,793 $ 170,285 $ 3,312,042 $ 8,493,751 $ 11,805,793

Electrification Eng & Mgmt $ 50,461,707 $ 50,461,707 $ 1,237,676 $ 24,000,161 $ 26,461,546 $ 50,461,707

IT Support $ 312,080 $ 331,987 $ - $ 331,987 $ 0 $ 331,987

Operations Support $ 1,445,867 $ 1,445,867 $ 12,697 $ 584,093 $ 861,774 $ 1,445,867

General Support $ 4,166,577 $ 4,166,577 $ 109,884 $ 2,395,134 $ 1,771,443 $ 4,166,577

Budget / Grants / Finance $ 1,229,345 $ 1,229,345 $ 41,230 $ 668,241 $ 561,104 $ 1,229,345

Legal $ 2,445,646 $ 2,445,646 $ 29,350 $ 2,513,559 $ (67,912) $ 2,445,646

Other Direct Costs $ 5,177,060 $ 5,177,060 $ 59,977 $ 2,359,449 $ 2,817,611 $ 5,177,060

Prior Costs 2002 - 2013 $ 24,707,878 $ 24,707,878 $ - $ 24,333,358 $ 374,520 $ 24,707,878

TASI Support $ 55,275,084 $ 55,275,084 $ 677,949 $ 6,521,279 $ 48,753,805 $ 55,275,084

Insurance $ 3,500,000 $ 4,305,769 $ - $ 2,555,769 $ 1,750,000 $ 4,305,769

Environmental Mitigations $ 15,798,320 $ 14,972,644 $ - $ 522,000 $ 14,450,644 $ 14,972,644

Required Projects $ 17,337,378 $ 17,337,378 $ - $ 371,775 $ 16,965,603 $ 17,337,378

Maintenance Training $ 1,021,808 $ 1,021,808 $ - $ - $ 1,021,808 $ 1,021,808

Finance Charges $ 5,056,838 $ 5,056,838 $ 126,451 $ 1,484,038 $ 3,572,800 $ 5,056,838

Contingency $ 276,970,649 $ 273,438,260 $ - $ - $ 206,812,459 $ 206,812,459

Forecasted Costs and

Changes $ - $ - $ - $ - $ 66,625,801 $ 66,625,801

ELECTRIFICATION

SUBTOTAL $ 1,316,125,208 $ 1,316,125,208 $ 10,284,980 $ 313,041,866 $ 1,003,083,342 $ 1,316,125,208

Notes regarding tables above: 1. “Current Budget” includes executed change orders and awarded contracts.

2. Column C "Cost This Month" represents the cost of work performed this month.

3. Column D "Cost To Date" includes actuals (amount paid) and accruals (amount of work performed) to date.

4. Cost To Date for “Electrification” includes 5% for Contractor’s retention until authorization of retention release.

5. The agency labor is actual through December 2017 and accrued for January 2018.

Peninsula Corridor Electrification Project

Monthly Progress Report

Budget and Expenditures 8-2 January 31, 2018

Table 8-2 EMU Budget & Expenditure Status

Description of Work Budget

Current Budget

Cost This Month Cost To Date Estimate To

Complete

Estimate At

Completion

(A) (B)1 (C)

2 (D)

3 (E) (F) = (D) + (E)

EMU $ 550,899,459 $ 551,905,719 $ 424,000 $ 61,140,941 $ 490,764,778 $ 551,905,719

CEMOF Modifications $ 1,344,000 $ 1,344,000 $ - $ - $ 1,344,000 $ 1,344,000

Management Oversight4 $ 64,139,103 $ 64,139,103 $ 565,758 $ 24,764,530 $ 39,374,574 $ 64,139,103

Executive Management $ 5,022,302 $ 5,022,302 $ 86,897 $ 2,527,541 $ 2,494,761 $ 5,022,302

Community Relations $ 1,685,614 $ 1,685,614 $ 6,708 $ 405,880 $ 1,279,734 $ 1,685,614

Safety & Security $ 556,067 $ 556,067 $ 11,700 $ 302,332 $ 253,736 $ 556,067

Project Mgmt Services $ 13,275,280 $ 13,275,280 $ 78,099 $ 5,901,349 $ 7,373,931 $ 13,275,280

Eng & Construction $ 89,113 $ 89,113 $ - $ 23,817 $ 65,296 $ 89,113

EMU Eng & Mgmt

$ 32,082,556 $ 32,082,556 $ 251,284 $ 11,157,220 $ 20,925,336 $ 32,082,556

IT Support $ 1,027,272 $ 1,027,272 $ 10,512 $ 366,585 $ 660,687 $ 1,027,272

Operations Support $ 1,878,589 $ 1,878,589 $ - $ 277,200 $ 1,601,388 $ 1,878,589

General Support $ 2,599,547 $ 2,599,547 $ 31,568 $ 1,040,283 $ 1,559,264 $ 2,599,547

Budget / Grants / Finance $ 712,123 $ 712,123 $ 31,148 $ 380,118 $ 332,006 $ 712,123

Legal $ 1,207,500 $ 1,207,500 $ 21,190 $ 928,725 $ 278,775 $ 1,207,500

Other Direct Costs $ 4,003,139 $ 4,003,139 $ 36,652 $ 1,453,480 $ 2,549,659 $ 4,003,139

TASI Support $ 2,740,000 $ 2,740,000 $ - $ - $ 2,740,000 $ 2,740,000

Required Projects $ 4,500,000 $ 4,500,000 $ - $ - $ 4,500,000 $ 4,500,000

Finance Charges $ 1,941,800 $ 1,941,800 $ 77,502 $ 897,777 $ 1,044,023 $ 1,941,800

Contingency $ 38,562,962 $ 37,556,702 $ - $ - $ 38,566,702 $ 38,566,702

Forecasted Costs and

Changes $ - $ - $ - $ - $ (1,010,000) $ (1,010,000)

EMU SUBTOTAL $ 664,127,325 $ 664,127,325 $ 1,067,260 $ 86,803,247 $ 577,324,078 $ 664,127,325

Notes regarding tables above: 1. “Current Budget” includes executed change orders and awarded contracts.

2. Column C "Cost This Month" represents the cost of work performed this month.

3. Column D "Cost To Date" includes actuals (amount paid) and accruals (amount of work performed) to date.

4. The agency labor is actual through December 2017 and accrued for January 2018.

Table 8-3 PCEP Budget & Expenditure Status

Description of Work Budget Current Budget Cost This Month Cost To Date Estimate To

Complete

Estimate At

Completion

(A) (B)1 (C)

2 (D)

3 (E) (F) = (D) + (E)

Electrification Subtotal $ 1,316,125,208 $ 1,316,125,208 $ 10,284,980 $ 313,041,866 $ 1,003,083,342 $ 1,316,125,208

EMU Subtotal $ 664,127,325 $ 664,127,325 $ 1,067,260 $ 86,803,247 $ 577,324,078 $ 664,127,325

PCEP TOTAL $ 1,980,252,533 $ 1,980,252,533 $ 11,352,240 $ 399,845,113 $ 1,580,407,420 $ 1,980,252,533

Notes regarding tables above: 1. Column B “Current Budget” includes executed change orders and awarded contracts.

2. Column C "Cost This Month" represents the cost of work performed this month.

3. Column D "Cost To Date" includes actuals (amount paid) and accruals (amount of work performed) to date.

Appendix D includes costs broken down by Standard Cost Code (SCC) format. This format is required for reporting of costs to the FTA. The overall project total in the SCC format is lower than the project costs in table 8-3. This is due to the exclusion of costs incurred prior to the project entering the Project Development phase.

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Change Management 9-1 January 31, 2018

9.0 CHANGE MANAGEMENT

The change management process establishes a formal administrative work process associated with the initiation, documentation, coordination, review, approval and implementation of changes that occur during the design, construction or manufacturing of the PCEP. The change management process accounts for impacts of the changes and ensures prudent use of contingency.

Currently the three PCEP contracts are BBII, Stadler, and SCADA. Future PCEP contracts such as CEMOF Modifications and the Tunnel Notching will also follow the change management process.

A log of all executed change orders can be found in Appendix E.

Executed Contract Change Orders (CCO) This Month

Electrification Contract

Change Order Authority (5% of BBII Contract) 5% x $696,610,558 = $34,830,528

Date Description CCO Amount

No changes executed this month

Total

EMU Contract

Change Order Authority (5% of Stadler Contract) 5% x $550,899,459 = $27,544,973

Date Description CCO Amount

1/17/2018 CCO-00007 – Multi-Color Destination Signs $130,760

Total $130,760

SCADA Contract

Change Order Authority (15% of ARINC Contract) 15% x $3,446,917 = $517,038

Date Description CCO Amount

None to date

Total

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Funding 10-1 January 31, 2018

10.0 FUNDING

Figure 10-1 depicts a summary of the funding plan for the PCEP. It provides a breakdown of the funding partners as well as the allocated funds. As previously noted, the JPB received approval of the FFGA from the FTA in May 2017. The Agreement provides the project with a commitment of $647 million in federal funding. To date, $172.9 million has been made available to the project by the FTA.

Figure 10-1 Funding Plan

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Risk Management 11-1 January 31, 2018

11.0 RISK MANAGEMENT

The risk management process is conducted in an iterative fashion throughout the life of the project. During this process, new risks are identified, other risks are resolved or managed, and potential impacts and severity modified based on the current situation. The Risk Management team’s progress report includes a summary on the effectiveness of the Risk Management Plan, any unanticipated effects, and any correction needed to handle the risk appropriately.

The Risk Management team meets monthly to identify risks and corresponding mitigation measures. Each risk is graded based on the potential cost and schedule impacts they could have on the project. This collection of risks has the greatest potential to affect the outcome of the project and consequently is monitored most closely. For each of the noted risks, as well as for all risks on the risk register, mitigation measures have been identified and are being implemented. Progress in mitigating these risks is confirmed at monthly risk assessment meetings attended by project team management and through continuous monitoring of the Risk Management Lead.

The team has identified the following items as top risks for the project (see Appendix F for the complete Risk Table):

BBII may be unable to develop grade crossing modifications that meet operational requirements prior to scheduled sub-system testing of the grade crossings.

A complex and diverse collection of major program elements may not be successfully integrated with existing operations and infrastructure.

PG&E may not be able to deliver permanent power for the project within the existing budget and in accordance with the project schedule.

Additional work in the form of signal/pole adjustments may be required to remedy sight distance impediments arising from modifications to original design.

Working Positive Train Control (PTC) signal system may not be in place in advance of integrated testing and commissioning.

Design changes may necessitate additional implementation of environmental mitigations not previously budgeted.

Relocation of overhead utilities must precede installation of catenary wire and connections to TPSs. Relocation work will be performed by others and may not be completed to meet BBII’s construction schedule.

Collaboration across multiple disciplines may fail to comprehensively address all of the elements required to operate and maintain an electrified railroad and decommission the current diesel fleet.

BBII may be unable to get permits required by jurisdictions for construction in a timely manner.

UPRR does not accept catenary pole offsets from centerline of track necessitating further negotiation or relocation of poles.

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Risk Management 11-2 January 31, 2018

Activity This Month

Updates were made to risk descriptions, effects, and mitigations based upon weekly input from risk owners. Monthly cycle of risk updating was completed based on schedules established in the Risk Identification and Mitigation Plan.

Risk retirement dates were updated based upon revisions to the project schedule and input from risk owners.

Continued weekly monitoring of risk mitigation actions and publishing of the risk register.

The Risk Management team attended Project Delivery and Systems Integration meetings to monitor developments associated with risks and to identify new risks.

Participated in Contractor Quarterly Risk Management Meeting; developed recommendations for improved meeting content.

Tables 11-1 and 11-2 show the risks identified for the program. Risks are categorized as top risk, upcoming risk, and all other risks. The categories are based on a rating scale composed of schedule and cost factors. Top risks are considered to have a significantly higher than average risk grade. Upcoming risks are risks for which mitigating action must be taken within 60 days. All other risks are risks not falling into other categories.

Table 11-1 Monthly Status of Risks

Total Number of Active Risks = 91

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Risk Management 11-3 January 31, 2018

Table 11-2 Risk Classification

Total Number of Active Risks = 91

Activity Next Month

Conduct weekly monitoring of risk mitigation actions and continue publishing risk register.

Update risk descriptions, effects, mitigations and retirement dates based on weekly monitoring.

Continue reviewing risks on project risk register with Systems Integration database.

Finalize Risk Identification and Mitigation Plan and Risk Analysis Report.

Advance improvements to Quarterly Contractor Risk Management Meeting agenda.

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Environmental 12-1 January 31, 2018

12.0 ENVIRONMENTAL

Permits 12.1

The PCEP requires environmental permits from the following agencies/federal regulations: Section 106 of the National Historic Preservation Act of 1966 (NHPA), Section 7 of the Endangered Species Act (ESA), United States Army Corps of Engineers, San Francisco Bay Regional Water Quality Control Board (SFWQCB), the California Department of Fish and Wildlife, and the San Francisco Bay Conservation Development Commission.

Section 106 of the NHPA process and Section 7 of the ESA process have concluded.

Activity This Month

No permit updates occurred.

Activity Next Month

No permit updates are planned.

Mitigation Monitoring and Reporting Program (MMRP) 12.2

The California Environmental Quality Act (CEQA) requires that a Lead Agency establish a program to monitor and report on mitigation measures that it has adopted as part of the environmental review process. The PCEP team has prepared a MMRP to ensure that mitigation measures identified in the PCEP Environmental Impact Report (EIR) are fully implemented during project implementation. PCEP will implement the mitigation measures through its own actions, those of the DB contractor and actions taken in cooperation with other agencies and entities. The status of each mitigation measure in the MMRP is included in Appendix G.

Activity This Month

Environmental compliance monitors were present during project activities (OCS pole foundation installation, potholing for utility location, ductbank installation, tree trimming/removal, etc.) occurring in areas that required monitoring. The monitoring was conducted in accordance with measures in the MMRP in an effort to minimize potential impacts on sensitive environmental resources.

Noise and vibration monitoring also occurred during project activities, and non-hazardous soil was removed from the ROW.

Pre-construction surveys for sensitive wildlife ahead of project activities occurred to help ensure no special-status species were impacted during project activities.

Environmentally Sensitive Area (ESA) staking and/or fencing occurred to delineate jurisdictional waterways and other potentially sensitive areas that should be avoided during upcoming construction activities, and wildlife exclusion fencing installation and monitoring occurred adjacent to portions of the alignment designated for wildlife exclusion fencing.

Protocol-level surveys for a sensitive avian species were initiated at previously identified potential habitat locations.

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Environmental 12-2 January 31, 2018

Silt fencing installation occurred at equipment staging areas in accordance with the project-specific Stormwater Pollution Prevention Plan.

Archaeological exploratory trenching occurred prior to construction activities within and adjacent to culturally sensitive areas.

Activity Next Month

Environmental compliance monitors will continue to monitor project activities occurring in areas that require monitoring in an effort to minimize potential impacts on sensitive environmental resources in accordance with the MMRP.

Noise and vibration monitoring of project activities will continue to occur and non-hazardous soil will continue to be removed.

Tree trimming and removal will continue in Segments 2 and 4, and biological surveyors will continue to conduct pre-construction surveys for sensitive wildlife species ahead of project activities.

Silt fencing installation will continue.

ESA staking will continue to occur to delineate jurisdictional waterways and other potentially sensitive areas that should be avoided during upcoming project activities.

Wildlife exclusion fencing will continue to be installed prior to upcoming construction activities adjacent to potentially suitable habitat for sensitive wildlife species.

Biological surveyors will initiate surveys for nesting birds ahead of project activities occurring during the nesting bird season (February 1st through August 31st) and biological survey teams will continue to conduct protocol-level surveys for sensitive avian species.

Archaeological exploratory trenching will continue to occur prior to construction activities within culturally sensitive areas.

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Utility Relocation 13-1 January 31, 2018

13.0 UTILITY RELOCATION

Implementation of the PCEP requires relocation or rerouting of both public and private utility lines and/or facilities. Utility relocation will require coordination with many entities, including regulatory agencies, public safety agencies, federal, state, and local government agencies, private and public utilities, and other transportation agencies and companies. This section describes the progress specific to the utility relocation process.

Activity This Month

Work continued with all utilities on review of overhead utility line relocations based on the current design.

Continued individual coordination with utility companies on relocation plans and schedule for incorporation with project master schedule.

Continued to work on relocation design review for PG&E and coordinate with PG&E on permitting and work planning.

Continued to work with Verizon to resolve the relocation of fiber optic cable within the Caltrain ROW. A temporary relocation method has been agreed by both parties for the installation of foundation. The project team will continue to work on the temporary relocation agreement for the project.

Completed PG&E relocations in Segment 2 WA4.

Activity Next Month

Continue to coordinate with utility owners on the next steps of relocations, including support of any required design information.

Update the relocation schedule as information becomes available from the utility owners.

Continue review of relocation design from PG&E and coordinate with PG&E on permitting and work planning for relocations.

Schedule PG&E’s relocations in Segment 2 WA3.

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Real Estate 14-1 January 31, 2018

14.0 REAL ESTATE

The PCEP requires the acquisition of a limited amount of real estate. In general, Caltrain uses existing ROWs for the PCEP, but in certain locations, will need to acquire small portions of additional real estate to expand the ROW to accommodate installation of OCS supports (fee acquisitions or railroad easements) and associated Electrical Safety Zones (easements). There are two larger full acquisition areas required for wayside facilitates. The PCEP Real Estate team manages the acquisition of all property rights. Caltrain does not need to acquire real estate to complete the EMU procurement portion of the PCEP.

Activity This Month

Table 14-1 below provides a brief summary of the Real Estate acquisition overview for the project.

The Relocation team relocated the two commercial tenants on the Loop Bus site on February 4. The site has been turned over to BBII.

Alternate locations are being finalized for PS-2.

There are three active eminent domain actions in Segment 2, with other property owners either settling or in active negotiations to settle.

The remaining appraisals continued in Segments 1 and 3, with two completed this month.

Staff presented the results of the BBII redesign to PG&E.

The appraisal for PS-7 (UPRR), PS-2 and an updated appraisal for Loop Bus were approved.

Dayton Hudson/Target Corporation settled.

Staff reached verbal settlement with UPRR for the PS-7 site.

Activity Next Month

Negotiations for all outstanding offers will continue.

The remaining offers in Segments 1 and 3 will be made.

Staff will continue to work with PG&E and Central Concrete.

Staff will continue to work with San Francisco Public Utilities Commission regarding two new parcels.

Maps and appraisals for new parcels will be developed.

Staff will send the appraisal for the SamTrans site to FTA for review.

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Real Estate 14-2 January 31, 2018

Table 14-1 Real Estate Acquisition Overview

Segment No. of

Parcels Needed

*

No. of Appraisals Completed

Offers Presented

Offers Accepted

Acquisition Status

Escrow Closed

Eminent Domain Action Filed

Parcel Possession

Segment 1 8 2 0 0 0 0 0

Segment 2 27 26 25 21 20 3 20

Segment 3 10 9 6 2 0 0 0

Segment 4 9 9 8 1 0 1 0

Additional Parcels

3 0 0 0 0 0 0

Total 57 46 39 24 20 4 20

Note: During design development, the real estate requirements may adjust to accommodate design refinements. Parcel requirements will adjust accordingly. The table in this report reflects the current property needs for the Project.

Status of Segment 2 and Segment 4 ROW Acquisition

Segment 2

All parcels necessary for construction are under JPB control except:

− An Electrical Safety Zone, which is needed later in the project.

− UPRR requested JPB follow their utility approval process. Once BBII finishes the catenary plan in this area, it will be submitted to UPRR.

– SamTrans Dumbarton parcel.

Segment 4

JPB is working with BBII to redesign the poles that impact PG&E and Central Concrete operations, a number of poles were moved onto JPB property reducing the size of both acquisitions.

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Third Party Agreements 15-1 January 31, 2018

15.0 THIRD PARTY AGREEMENTS

Third-party coordination is necessary for work impacting public infrastructure, utilities, ROW acquisitions, and others. The table below outlines the status of necessary agreements for the PCEP.

Table 15-1 Third-Party Agreement Status

Type Agreement Third-Party Status

Governmental

Jurisdictions

Construction &

Maintenance1

City & County of San Francisco Executed

City of Brisbane Executed

City of South San Francisco Executed

City of San Bruno Executed

City of Millbrae Executed

City of Burlingame Executed

City of San Mateo Executed

City of Belmont Executed

City of San Carlos Executed

City of Redwood City Executed

City of Atherton In Process

County of San Mateo Executed

City of Menlo Park Executed

City of Palo Alto In Process

City of Mountain View Executed

City of Sunnyvale Executed

City of Santa Clara Executed

County of Santa Clara Executed

City of San Jose Executed

Condemnation Authority

San Francisco In Process

San Mateo Executed

Santa Clara Executed

Utilities Infrastructure PG&E Executed

2

Operating Rules CPUC Executed

Transportation

& Railroad

Construction & Maintenance Bay Area Rapid Transit Executed3

Construction & Maintenance California Dept. of Transportation (Caltrans) Not needed4

Trackage Rights UPRR Executed3

Notes regarding table above: 1. Agreements memorialize the parties’ consultation and cooperation, designate respective rights and obligations and ensure

cooperation between the JPB and the 17 cities and three counties along the Caltrain ROW and within the PCEP limits in connection with the design and construction of the PCEP.

2. The Master Agreement and Supplemental Agreements 1, 2, 3 and 5 have been executed. Supplemental Agreement 4 is the

remaining agreement to be negotiated and executed. 3. Utilizing existing agreements.

4. Caltrans Peer Process utilized. Formal agreement not needed.

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Government and Community Affairs 16-1 January 31, 2018

16.0 GOVERNMENT AND COMMUNITY AFFAIRS

The Community Relations and Outreach team coordinates all issues with all jurisdictions, partner agencies, government organizations, businesses, labor organizations, local agencies, residents, community members, other interested parties, and the media. In addition, the team oversees the DB contractor’s effectiveness in implementing its Public Involvement Program. The following PCEP-related external affairs meetings took place this month:

Presentations/Meetings

Atherton Community Meeting

Local Policy Maker Group

Third Party/Stakeholder Actions

Foundation and Pole Layout 65% Drawings shared with Menlo Park, Belmont and Unincorporated San Mateo County.

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DBE Participation 17-1 January 31, 2018

17.0 DISADVANTAGED BUSINESS ENTERPRISE (DBE) PARTICIPATION AND LABOR STATISTICS

BBII proposed that 5.2% of the total Design-Build contract value ($36,223,749) would be subcontracted to DBEs. As expressed in Figure 17-1 below, to date:

$18,093,316 has been awarded to DBE subcontractors.

$ 5,527,305 has been paid to DBE subcontractors.

Figure 17-1 DBE Participation

Upcoming DBE/Small Business Enterprise opportunities with BBII:

In order to reach the 5.2% goal, BBII has proposed the following key actions:

“Identify Subcontracting Agreements with Non-DBE Subcontractors

The identification of non-DBE subcontractors is important to the reporting of all subcontracting activity on the project. Often non-DBE subcontractors will sub-contract with DBE firms to perform required services or furnish supplies needed to assist in completing their work tasks related to the project. It is important that DBE firms working as subcontractors to the major non-DBE firms:

Have a subcontracting agreement.

Are performing a "commercially useful function" on the project.

Are being paid promptly according to the contract.

Those payments are contributed toward achievement of the project's DBE goal.

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DBE Participation 17-2 January 31, 2018

During the month, BBII project staff will continue outreach to the major non-DBE subcontractors on the project to define, monitor and accurately count the level of DBE participation.”

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Procurement 18-1 January 31, 2018

18.0 PROCUREMENT

Invitation for Bid (IFB)/Request for Qualifications (RFQ)/ Request for Proposals

(RFP) Issued this Month:

None

IFB/RFQ/RFP Received this Month:

None

Contract Awards this Month:

None

Work Directive (WD)/Purchase Order (PO) Awards & Amendments this Month:

Multiple WDs & POs issued to support the program needs

In Process IFB/RFQ/RFP/Contract Amendments:

RFP – 17-J-S-062 – On-Call Ambassador Support Services

RFP – 17-J-S-070 – On-Call Construction Testing & Inspection Services

IFB – 18-J-C-070 – Tunnel Modifications

IFB – 18-J-C-071 – CEMOF Facility Upgrades for EMUs

Upcoming Contract Awards:

RFP – 18-J-S-066 – Overhaul Services of Electric Locomotive for PCEP – Amtrak

MOU & Contract - 18-J-P-065 – Purchase of Electric Locomotives – Mitsui

Upcoming IFB/RFQ/RFP:

IFB – 18-J-C-070 – Tunnel Modifications

RFP – 17-J-S-070 – On-Call Construction Testing & Inspection Services

IFB – CEMOF Facility Upgrades for EMUs

Existing Contracts Amendments Issued:

None

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Timeline 19-1 January 31, 2018

19.0 TIMELINE OF MAJOR PROJECT ACCOMPLISHMENTS

Below is a timeline showing major project accomplishments from 2001 to 2017:

Date Milestone

2001 Began federal National Environmental Policy Act (NEPA) Environmental Assessment (EA) / state EIR clearance process

2002 Conceptual Design completed

2004 Draft NEPA EA/EIR

2008 35% design complete

2009 Final NEPA EA/EIR and Finding of No Significant Impact (FONSI)

2014 RFQ for electrification

RFI for EMU

2015 JPB approves final CEQA EIR

JPB approves issuance of RFP for electrification

JPB approves issuance of RFP for EMU

Receipt of proposal for electrification

FTA approval of Core Capacity Project Development

2016 JPB approves EIR Addendum #1: PS-7

FTA re-evaluation of 2009 FONSI

Receipt of electrification best and final offers

Receipt of EMU proposal

Application for entry to engineering to FTA

Completed the EMU Buy America Pre-Award Audit and Certification

Negotiations completed with Stadler for EMU vehicles

Negotiations completed with BBII, the apparent best-value electrification firm

JPB approves contract award (LNTP) BBII

JPB approves contract award (LNTP) Stadler

FTA approval of entry into engineering for the Core Capacity Program

Application for FFGA

2017 FTA finalized the FFGA for $647 million in Core Capacity funding, met all regulatory requirements including end of Congressional Review Period (February)

FTA FFGA executed, committing $647 million to the project (May)

JPB approves $1.98 billion budget for PCEP (June)

Issued NTP for EMUs to Stadler (June 1)

Issued NTP for electrification contract to BBII (June 19)

Construction began (August)

EMU manufacturing began (October)

Issued NTP for SCADA to Rockwell Collins (October)

Issued NTP for CEMOF Facility Upgrades to HNTB (November)

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Appendices January 31, 2018

APPENDICES

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Appendix A - Acronyms January 31, 2018

Appendix A – Acronyms

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Appendix A - Acronyms A-3 January 31, 2018

AIM Advanced Information Management

ARINC Aeronautical Radio, Inc.

BAAQMD Bay Area Air Quality Management District

BBII Balfour Beatty Infrastructure, Inc.

CAISO California Independent System Operator

CalMod Caltrain Modernization Program

Caltrans California Department of Transportation

CDFW California Department of Fish and Wildlife

CEMOF Centralized Equipment Maintenance and Operations Facility

CEQA California Environmental Quality Act (State)

CHSRA California High-Speed Rail Authority

CIP Capital Improvement Plan

CPUC California Public Utilities Commission

CTC Centralized Traffic Control

DB Design-Build

DBB Design-Bid-Build

DBE Disadvantaged Business Enterprise

DEMP Design, Engineering, and Management Planning

EA Environmental Assessment

EAC Estimate at Completion

EIR Environmental Impact Report

EOR Engineer of Record

EMU Electric Multiple Unit

ESA Endangered Species Act

ESA Environmental Site Assessments

FEIR Final Environmental Impact Report

FNTP Full Notice to Proceed

FFGA Full Funding Grant Agreement

FONSI Finding of No Significant Impact

FRA Federal Railroad Administration

FTA Federal Transit Administration

GO General Order

HSR High Speed Rail

ICD Interface Control Document

ITS Intelligent Transportation System

JPB Peninsula Corridor Joint Powers Board

LNTP Limited Notice to Proceed

MMRP Mitigation, Monitoring, and Reporting Program

MOU Memorandum of Understanding

MPS Master Program Schedule

NCR Non Conformance Report

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Appendix A - Acronyms A-2 January 31, 2018

NEPA National Environmental Policy Act (Federal)

NHPA National Historic Preservation Act

NMFS National Marine Fisheries Service

NTP Notice to Proceed

OCS Overhead Contact System

PCEP Peninsula Corridor Electrification Project

PCJPB Peninsula Corridor Joint Powers Board

PG&E Pacific Gas and Electric

PHA Preliminary Hazard Analysis

PMOC Project Management Oversight Contractor

PS Paralleling Station

PTC Positive Train Control

QA Quality Assurance

QC Quality Control

QMP Quality Management Plan

QMS Quality Management System

RAMP Real Estate Acquisition Management Plan

RE Real Estate

RFI Request for Information

RFP Request for Proposals

RFQ Request for Qualifications

ROCS Rail Operations Center System

ROW Right of Way

RRP Railroad Protective Liability

RSD Revenue Service Date

RWP Roadway Worker Protection

SamTrans San Mateo County Transit District

SCADA Supervisory Control and Data Acquisition

SCC Standard Cost Code

SPUR San Francisco Bay Area Planning and Urban Research Association

SFBCDC San Francisco Bay Conservation Development Commission

SFCTA San Francisco County Transportation Authority

SFMTA San Francisco Municipal Transportation Authority

SFRWQCB San Francisco Regional Water Quality Control Board

SOGR State of Good Repair

SS Switching Station

SSCP Safety and Security Certification Plan

SSMP Safety and Security Management Plan

SSWP Site Specific Work Plan

TASI Transit America Services Inc.

TBD To Be Determined

TPS Traction Power Substation

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Appendix A - Acronyms A-3 January 31, 2018

TVA Threat and Vulnerability Assessment

UPRR Union Pacific Railroad

USACE United States Army Corp of Engineers

USFWS U.S. Fish and Wildlife Service

VTA Santa Clara Valley Transportation Authority

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Appendix B – Funding Partner Meetings January 31, 2018

Appendix B – Funding Partner Meetings

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Appendix B – Funding Partner Meetings B-1 January 31, 2018

Funding Partner Meeting Representatives Updated July 25, 2017

Agency CHSRA MTC SFCTA/SFMTA/CCSF SMCTA VTA

FTA Quarterly Meeting Bruce Armistead

Boris Lipkin

Ben Tripousis (info only)

Ian Ferrier (info only)

Wai Siu (info only)

Anne Richman

Glen Tepke

Luis Zurinaga April Chan

Peter Skinner

Jim Lawson

Funding Partners

Quarterly Meeting

Bruce Armistead

Boris Lipkin

Ben Tripousis

John Popoff

Trish Stoops Luis Zurinaga April Chan

Peter Skinner Krishna Davey

Funding Oversight (monthly) Ben Tripousis

Kelly Doyle

Anne Richman

Glen Tepke

Kenneth Folan

Anna LaForte

Maria Lombardo

Luis Zurinaga

Monique Webster

Ariel Espiritu Santo

April Chan

Peter Skinner

Jim Lawson

Marcella Rensi

Michael Smith

Change Management Board (monthly)

Bruce Armistead

Boris Lipkin

Trish Stoops Luis Zurinaga

Tilly Chang (info only)

Joe Hurley Krishna Davey

Jim Lawson

Carol Lawson

Nuria Fernandez (info only)

Master Program Schedule Update (monthly)

Ian Ferrier

Wai Siu

Trish Stoops Luis Zurinaga Joe Hurley Jim Lawson

Risk Assessment Committee (monthly)

Ian Ferrier

Wai Siu

Trish Stoops Luis Zurinaga Joe Hurley Krishna Davey

PCEP Delivery Coordination Meeting (bi-weekly

Ian Ferrier Trish Stoops Luis Zurinaga Joe Hurley Krishna Davey

Systems Integration Meeting (bi-weekly

Ian Ferrier

Wai Siu

Trish Stoops Luis Zurinaga Joe Hurley Krishna Davey

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Appendix C – Schedule January 31, 2018

Appendix C – Schedule

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# Activity Name Duration Start Finish

1 MASTER PROGRAM SCHEDULE C16.04 2168d 05/01/14 A 08/22/22

2 MILESTONES 2112d 05/01/14 A 08/22/22

3 Start 0d 05/01/14 A

4 NEPA Reevaluation Complete 0d 02/11/16 A

5 LNTP to Electrification Contractor 0d 09/06/16 A

6 LNTP to Vehicle Manufacturer 0d 09/06/16 A

7 FTA Issues FFGA 0d 05/23/17 A

8 Segment 4 (Test Track) Complete 0d 03/19/20

9 Revenue Service Date (RSD) w/out Risk Contingency 0d 12/09/21

10 Revenue Service Date (RSD) w Risk Contingency (JPB Target) 0d 04/22/22

11 Revenue Service Date (RSD) w/ Risk Contingency (FFGA RSD) 0d 08/22/22

12 PLANNING / APPROVALS 1022d 05/01/14 A 03/30/18

13 REAL ESTATE ACQUISITION 660d 11/05/15 A 06/12/18

14 SEGMENT 1 93d 02/01/18 06/12/18

15 SEGMENT 2 397d 08/04/16 A 02/28/18

16 SEGMENT 3 210d 07/06/17 A 05/02/18

17 SEGMENT 4 570d 11/05/15 A 02/05/18

18 OVERHEAD UTILITY RELOCATION 739d 03/10/17 A 02/07/20

19 SILICON VALLEY POWER (SVP) 386d 07/06/17 A 01/14/19

20 PG&E 491d 03/13/17 A 02/15/19

21 CITY OF PALO ALTO (CoPA) 620d 03/10/17 A 08/19/19

22 AT&T 739d 03/10/17 A 02/07/20

23 PG&E INFRASTRUCTURE 1151d 03/01/17 A 09/09/21

24 INTERCONNECT (Supporting TPS-2) 372d 03/01/17 A 08/15/18

25 INTERIM POWER 265d 08/01/17 A 08/15/18

26 DESIGN & PERMITTING 151d 08/01/17 A 03/06/18

27 CONSTRUCTION 115d 03/06/18 08/15/18

28 PERMANENT POWER 1044d 08/01/17 A 09/09/21

29 DESIGN & PERMITTING 369d 08/01/17 A 01/15/19

30 CONSTRUCTION 675d 01/16/19 09/09/2131 SCADA 1046d 03/30/15 A 05/09/19

32 PREPARE SOLE SOURCE & AWARD 649d 03/30/15 A 10/16/17 A

33 DESIGN 232d 10/16/17 A 09/14/18

34 INSTALLATION & TEST 165d 09/17/18 05/09/19

35 CEMOF 474d 11/16/17 A 09/30/19

36 DESIGN 93d 11/16/17 A 03/30/18

37 BID & AWARD 111d 04/02/18 09/06/18

38 CONSTRUCTION 423d 02/01/18 09/30/19

39 TUNNEL MODIFICATION 1160d 10/31/14 A 05/28/19

40 DESIGN 840d 10/31/14 A 02/22/18

41 BID & AWARD 66d 02/23/18 05/25/18

42 CONSTRUCTION 232d 06/28/18 05/28/19

43 ELECTRIC LOCOMOTIVE 483d 03/01/17 A 01/04/19

44 BID & AWARD 304d 03/01/17 A 04/30/18

45 REHAB / TEST/ TRAIN / SHIP 172d 05/01/18 01/04/19

46 EMU 1917d 05/01/14 A 09/03/21

47 DEVELOP RFP, BID & AWARD 612d 05/01/14 A 09/02/16 A

48 DESIGN 870d 09/06/16 A 01/06/20

49 PROCUREMENT (Material) 806d 01/16/17 A 02/17/20

50 MANUFACTURING & TESTING 980d 12/04/17 A 09/03/21

51 TRAINSET 1 668d 12/04/17 A 06/24/2052 TRAINSET 2 617d 02/22/18 07/03/20

53 TRAINSET 3 570d 05/28/18 07/31/20

Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q12014 2015 2016 2017 2018 2019 2020 2021 2022 023

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Prog Plan (C16.00)

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Prog Plan (C16.00)

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JANUARY 2018 SCHEDULE UPDATE IS DRAFT UNTIL FINALIZED AT FEBRUARY 2018 MONTH END

# Activity Name Duration Start Finish

54 TRAINSET 4 525d 08/27/18 08/28/20

55 TRAINSET 5 500d 11/12/18 10/09/20

56 TRAINSET 6 460d 01/28/19 10/30/2057 TRAINSET 7 440d 04/01/19 12/04/20

58 TRAINSET 8 433d 05/13/19 01/06/21

59 TRAINSET 9 425d 06/24/19 02/05/2160 TRAINSET 10 405d 08/19/19 03/05/21

61 TRAINSET 11 397d 09/30/19 04/06/21

62 TRAINSET 12 389d 11/11/19 05/06/2163 TRAINSET 13 370d 01/06/20 06/04/21

64 TRAINSET 14 362d 02/17/20 07/06/21

65 TRAINSET 15 355d 03/30/20 08/06/2166 TRAINSET 16 350d 05/04/20 09/03/21

67 TESTING & STARTUP 247d 09/10/21 08/22/22

68 PRE-REVENUE TESTING 63d 09/10/21 12/09/21

69 REVENUE OPERATIONS 180d 12/09/21 08/22/22

70 Revenue Service Date (RSD) w/out Risk Contingency 0d 12/09/21

71 Revenue Service Date (RSD) w Risk Contingency (JPB Target) 0d 04/22/22

72 Revenue Service Date (RSD) w/ Risk Contingency (FFGA RSD) 0d 08/22/22

73 RISK CONTINGENCY 256d 12/10/21 08/22/22

74 ELECTRIFICATION SCHEDULE (BB) 020118 1850d 07/07/16 A 03/30/21

75 General 1850d 07/07/16 A 03/30/21

76 Permits 1037d 06/19/17 A 04/20/20

77 Design 1785d 09/06/16 A 03/29/21

78 All Work Areas 1785d 09/06/16 A 03/29/21

79 Segment 2 WA 5 415d 09/07/16 A 09/30/17 A

80 Segment 2 WA 4 & 5 493d 11/16/16 A 02/18/18

81 Segment 2 WA 4 549d 09/07/16 A 02/01/18

82 Segment 2 & 4 650d 09/07/16 A 05/06/18

83 Segment 4 873d 09/12/16 A 12/04/18

84 Segment 2 1230d 09/07/16 A 10/29/19

85 Segment 2 WA's 1, 2 ,& 3 681d 10/12/16 A 07/09/18

86 Segment 1 & 3 906d 09/19/16 A 01/12/19

87 Segment 1 1180d 11/09/16 A 11/14/19

88 Segment 3 1033d 01/23/17 A 09/13/19

89 Procurement 1629d 01/30/17 A 03/29/21

90 All Work Areas 1629d 01/30/17 A 03/29/21

91 Segment 4 306d 02/01/18 11/13/18

92 Segment 2 760d 06/19/17 A 05/28/19

93 Segment 1 815d 02/01/18 03/02/20

94 Segment 3 849d 02/01/18 04/02/20

95 Construction/Installation 1724d 11/02/16 A 03/29/21

96 All Work Areas 1703d 11/22/16 A 03/29/21

97 Segment 4 (6.6 Mi) 1228d 03/06/17 A 04/24/20

98 Segment 2 (21.1 Mi) 1480d 11/02/16 A 08/14/20

99 Segment 1 (8 Mi) 1135d 05/31/17 A 04/24/20

100 Segment 3 (15.4 Mi) 1308d 06/21/17 A 10/23/20

101 Testing & Commissioning 674d 04/26/19 01/13/21

102 All Work Areas 398d 01/09/20 01/13/21

103 Segment 1 38d 02/24/20 05/30/20

104 Segment 2 124d 06/08/19 04/12/20

105 Segment 3 38d 04/06/20 08/08/20

106 Segment 4 535d 04/26/19 09/06/20

Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q12014 2015 2016 2017 2018 2019 2020 2021 2022 023

MASTER PROGRAM SCHEDULE C16.04... _PCEP C16.04 Summary_MR FOR INTERNAL USE ONLY 02/20/18 13:04

Actual Level of Effort

Prog Plan (C16.00)

Last Months Update

Progress

Remaining

Near Critical

Critical

Start Milestone

Finish Milestone

Prog Plan (C16.00)

Last Months Update

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JANUARY 2018 SCHEDULE UPDATE IS DRAFT UNTIL FINALIZED AT FEBRUARY 2018 MONTH END

Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix D – SCC January 31, 2018

Appendix D – Standard Cost Codes

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Description of Work

Approved

Budget

(A)

Cost This Month

(B)

Cost To Date

(C)

Estimate To

Complete

(D)

Estimate At

Completion

(E) = (C) + (D)

10 ‐ GUIDEWAY & TRACK ELEMENTS $14,256,739 $0 $0 $14,356,739 $14,356,739

10.02 Guideway: At‐grade semi‐exclusive (allows cross‐traffic) $2,500,000 $0 $0 $2,600,000 $2,600,000

10.07 Guideway: Underground tunnel $8,110,649 $0 $0 $8,110,649 $8,110,649

10.07 Allocated Contingency $3,646,090 $0 $0 $3,646,090 $3,646,090

30 ‐ SUPPORT FACILITIES: YARDS, SHOPS, ADMIN. BLDGS $2,265,200 $0 $0 $2,265,200 $2,265,200

30.03 Heavy Maintenance Facility $1,344,000 $0 $0 $1,344,000 $1,344,000

30.03 Allocated Contingency $421,200 $0 $0 $421,200 $421,200

30.05 Yard and Yard Track $500,000 $0 $0 $500,000 $500,000

40 ‐ SITEWORK & SPECIAL CONDITIONS $255,072,402 $1,216,945 $60,499,087 $224,243,893 $284,742,980

40.01 Demolition, Clearing, Earthwork $3,077,685 $0 $170,000 $2,907,685 $3,077,685

40.02 Site Utilities, Utility Relocation $62,192,517 $508,621 $16,135,008 $91,951,420 $108,086,428

40.02 Allocated Contingency $25,862,000 $0 $0 $0 $0

40.03 Haz. mat'l, contam'd soil removal/mitigation, ground water treatments $2,200,000 $0 $0 $2,200,000 $2,200,000

40.04 Environmental mitigation, e.g. wetlands, historic/archeologic, parks $32,579,208 $30,375 $280,500 $32,398,708 $32,679,208

40.05 Site structures including retaining walls, sound walls $568,188 $0 $0 $568,188 $568,188

40.06 Pedestrian / bike access and accommodation, landscaping $804,933 $0 $0 $740,933 $740,933

40.07 Automobile, bus, van accessways including roads, parking lots $284,094 $0 $0 $284,094 $284,094

40.08 Temporary Facilities and other indirect costs during construction $107,343,777 $677,949 $43,913,579 $73,032,865 $116,946,444

40.08 Allocated Contingency $20,160,000 $0 $0 $20,160,000 $20,160,000

50 ‐ SYSTEMS $502,706,079 $3,242,329 $13,590,315 $484,052,678 $497,642,993

50.01 Train control and signals $97,589,149 $0 $1,000,000 $98,315,649 $99,315,649

50.01 Allocated Contingency $1,651,000 $0 $0 $800,000 $800,000

50.02 Traffic signals and crossing protection $23,879,905 $0 $0 $23,879,905 $23,879,905

50.02 Allocated Contingency $1,140,000 $0 $0 $1,140,000 $1,140,000

50.03 Traction power supply: substations $70,671,121 $0 $2,912,478 $67,758,643 $70,671,121

50.03 Allocated Contingency $28,464,560 $0 $0 $28,464,560 $28,464,560

50.04 Traction power distribution: catenary and third rail $253,683,045 $3,242,329 $9,677,837 $247,049,323 $256,727,159

50.04 Allocated Contingency $18,064,000 $0 $0 $9,081,300 $9,081,300

50.05 Communications $5,455,000 $0 $0 $5,455,000 $5,455,000

50.07 Central Control $2,090,298 $0 $0 $2,090,298 $2,090,298

50.07 Allocated Contingency $18,000 $0 $0 $18,000 $18,000

60 ‐ ROW, LAND, EXISTING IMPROVEMENTS $35,675,084 $217,664 $9,802,891 $25,872,193 $35,675,084

60.01 Purchase or lease of real estate $25,927,074 $217,664 $9,778,693 $16,148,381 $25,927,074

60.01 Allocated Contingency $8,748,010 $0 $0 $8,748,010 $8,748,010

60.02 Relocation of existing households and businesses $1,000,000 $0 $24,198 $975,803 $1,000,000

70 ‐ VEHICLES (96) $625,702,407 $877,298 $80,166,761 $545,535,646 $625,702,407

70.03 Commuter Rail $590,173,551 $877,298 $80,166,761 $508,996,791 $589,163,551

70.03 Allocated Contingency $8,624,924 $0 $0 $9,634,924 $9,634,924

70.06 Non‐revenue vehicles $8,140,000 $0 $0 $8,140,000 $8,140,000

70.07 Spare parts $18,763,931 $0 $0 $18,763,931 $18,763,931

80 ‐ PROFESSIONAL SERVICES (applies to Cats. 10‐50) $325,532,351 $5,594,051 $183,822,646 $146,585,481 $330,408,127

80.01 Project Development $130,350 $0 $280,180 -$149,830 $130,350

80.02 Engineering (not applicable to Small Starts) $181,346,859 $3,489,668 $140,972,214 $46,597,254 $187,569,468

80.02 Allocated Contingency $1,742,144 $0 $0 $395,311 $395,311

80.03 Project Management for Design and Construction $72,910,901 $1,474,512 $34,061,247 $38,849,654 $72,910,901

80.03 Allocated Contingency $9,270,000 $0 $0 $9,270,000 $9,270,000

80.04 Construction Administration & Management $23,677,949 $600,521 $3,123,104 $20,554,844 $23,677,949

80.04 Allocated Contingency $19,537,000 $0 $0 $19,537,000 $19,537,000

80.05 Professional Liability and other Non‐Construction Insurance $4,305,769 $0 $2,555,769 $1,750,000 $4,305,769

80.06 Legal; Permits; Review Fees by other agencies, cities, etc. $6,341,599 $29,350 $2,825,384 $3,516,215 $6,341,599

80.06 Allocated Contingency $556,000 $0 $0 $556,000 $556,000

80.07 Surveys, Testing, Investigation, Inspection $3,287,824 $0 $4,747 $3,283,077 $3,287,824

80.08 Start up $1,797,957 $0 $0 $1,797,957 $1,797,957

80.08 Allocated Contingency $628,000 $0 $0 $628,000 $628,000

Subtotal (10 ‐ 80) $1,761,210,261 $11,148,287 $347,881,699 $1,442,911,830 $1,790,793,530

90 UNALLOCATED CONTINGENCY (5) $162,462,035 $0 $0 $132,878,766 $132,878,766

Subtotal (10 ‐ 90) $1,923,672,296 $11,148,287 $347,881,699 $1,575,790,596 $1,923,672,296

100 FINANCE CHARGES $6,998,638 $203,953 $2,381,815 $4,616,823 $6,998,638

Total Project Cost (10 ‐ 100) $1,930,670,934 $11,352,240 $350,263,514 $1,580,407,420 $1,930,670,934

Notes:

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Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix E – Change Order Logs January 31, 2018

Appendix E – Change Order Logs

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Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix E – Change Order Logs E-1 January 31, 2018

Change Order Logs

Electrification Contract

Change Order Authority (5% of BBII Contract) 5% x $696,610,558 = $34,830,528

Date Description CCO Amount Percent of Authority

1

Remaining Authority

08/31/2017 CCO 00001 – Track Access Delays for 2016, Quarter 4 $85,472 0.25% $34,745,056

Total $85,472 0.25% $34,745,056 Notes:

1. When the threshold of 75% is reached, staff may return to the Board to request additional authority.

EMU Contract

Change Order Authority (5% of Stadler Contract) 5% x $550,899,459 = $27,544,973

Date Description CCO Amount Percent of Authority

1

Remaining Authority

9/22/2017 CCO 00001 – Contract General Specification and Special

Provision Clean-up $0 0.00% $27,544,973

10/27/2017 CCO 00002 – Prototype Seats and Special Colors $55,000 0.20% $27,489,973

11/02/2017 CCO 00003 – Car Level Water Tightness Test $0 0.00% $27,489,973

12/05/2017 CCO-00004 – Onboard Wheelchair Lift 800 Pound

Capacity Provisions $848,000 3.08% $26,641,973

11/03/2017 CCO 00005 – Design Progression (multiple) $0 0.00% $26,641,973

12/12/2017 CCO 00006 – Prototype Seats and Special Colors ($27,500) -0.10% $26,669,473

01/17/2018 CCO 00007 – Multi-Color Destination Signs $130,760 0.47% $26,538,713

Total $1,006,260 3.65% $26,538,713

Notes: 1. When the threshold of 75% is reached, staff may return to the Board to request additional authority.

SCADA Contract

Change Order Authority (15% of ARINC Contract) 15% x $3,446,917 = $517,038

Date Description CCO Amount Percent of Authority

1

Remaining Authority

None to date

Total $0 0% $517,038 Notes:

1. When the threshold of 75% is reached, staff may return to the Board to request additional authority.

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Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix F – Risk Table January 31, 2018

Appendix F – Risk Table

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Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix F – Risk Table F-1 January 31, 2018

Listing of PCEP Risks and Effects in Order of Severity

ID RISK DESCRIPTION EFFECT(S)

279

BBII may be unable to develop grade crossing modifications that meet regulatory requirements prior to scheduled testing and commissioning of the system.

Crossing operations will not be acceptable to CPUC and FRA and therefore delay commissioning.

223

A complex and diverse collection of major program elements and current Caltrain capital works projects may not be successfully integrated with existing operations and infrastructure.

Proposed changes resulting from electrification may not be fully and properly integrated into existing system.

101

PG&E may not be able to deliver permanent power for the project within the existing budget and in accordance with the project schedule

Additional project costs; potential delay to revenue service date

242 JPB's ability to deliver work windows to contractor as dictated per contract

Delays to construction schedule and associated delay claims.

281

Additional work in the form of signal/pole adjustments may be required to remedy sight distance impediments arising from modifications to original design.

Add repeater signals, design duct bank would result in increased design and construction costs.

100

Working PTC signal system may not be in place in advance of integrated testing and commissioning.

Full integrated testing between EMU and wayside cannot be conducted without PTC in place. Delays to completion of signal system could result in conflicts with PTC testing and PCEP construction and integrated testing. Potential for claims for D/B contractor. Delay in EMU final design for PTC and potential PTC interfaces.

287 Design changes may necessitate additional implementation of environmental mitigations not previously budgeted.

Increased cost for environmental measures and delays to construct and overall delay in construction schedule

67

Relocation of overhead utilities must precede installation of catenary wire and connections to TPSs. Relocation work will be performed by others and may not be completed to meet BBII’s construction schedule.

Delay in progress of catenary installation resulting in claims and schedule delay

263

Collaboration across multiple disciplines to develop a customized rail activation program may fail to comprehensively address the full scope of issues required to operate and maintain an electrified railroad and decommission the current diesel fleet.

Delay in testing of EMUs. Delay in Revenue Service Date. Additional costs for Stadler and BBII due to overall schedule delays.

Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix F – Risk Table F-2 January 31, 2018

ID RISK DESCRIPTION EFFECT(S)

276 BBII may be unable to get permits required by jurisdictions for construction in a timely manner.

Additional cost and time resulting from delays to construction

294 UP does not accept catenary pole offsets from centerline of track necessitating further negotiation or relocation of poles

Delay to construction and additional costs for redesign and ROW acquisition.

209 TASI may be unable to deliver sufficient resources to support construction and testing for the electrification contract.

• Testing delayed. Additional construction costs. • Change order for extended vehicle acceptance.

241

Balfour Beatty needs to build TP2 and Interconnection in time for PG&E to supply power in time to support testing • Date is December 2018 to support contractor’s schedule • Interim power was mitigation to providing permanent power Risk of PG&E delay in interim power availability.

Delay in testing and increased costs

247 Timely resolution of 3rd party design review comments to achieve timely approvals

Delay to completion of design and associated additional labor costs.

257

Modifications to the CTC system hardware and software and Back Office Server database and systems to support DB must be completed in time for cutover and testing.

Failure to follow the DB Management process will result in major interruption to train service and overall capital projects delay.

267 Additional property acquisition is necessitated by design changes.

New project costs and delays to schedule.

268

Potential that vehicles will not receive timely notification of compliance from FRA. Most significant issues include: • Placement of windows as emergency exits • Compliance with acceptable alternate crash management standards

Delays to completion of construction and additional cost to changes in design.

213 Unable to acquire property required to build PS-2.

Extensive redesign of existing and future facilities and utilities resulting in potential delay an additional costs to D/B contractor.

Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix F – Risk Table F-3 January 31, 2018

ID RISK DESCRIPTION EFFECT(S)

240

Property not acquired in time for contractor to do work. Property Acquisition not complete per contractor availability date <>Fee <>Easement <>Contract stipulates that if parcels are not available by contract date, there is only a delay if parcels are not available by the time contractor completes the Segment

• Potential delays in construction schedule

295 UP does not accept catenary pole offsets from centerline of track necessitating further negotiation or relocation of poles

Delay to construction and additional costs for redesign and ROW acquisition.

64

Potential need for additional right-of-way beyond that initially envisioned and/or relocation of underground utilities by others, which could result in delays to the schedule and associated costs.

Delay in installation of catenary poles resulting in claims and schedule delay CBOSS FOC conflicts additional costs and delays include: 1. Potholing 2. Design 3. OCS materials 4. Encasement 5. ROW JPB Signal Cable conflicts additional costs and delays include: 1. Trenching 2. Splicing 3. Cable

115

Other capital improvement program projects compete with PCEP for track access allocation and requires design coordination (design, coordination, integration).

Schedule delay as resources are allocated elsewhere, won’t get track time, sequencing requirements may delay PCEP construction, track access requirements must be coordinated.

136

UP may not complete review of BBI design in accordance with agreed deadlines (90 days in Segment 4, 60 days in other segments).

Delays to completion of design and claims for delay.

174 Installation of electrification infrastructure may require the relocation of signals, which would affect the block design.

Cost and schedule impacts resulting from the design, construction, and testing of modified signal system and review of revised block design.

184 Risk that CBOSS is not in Revenue Service Demonstration in time for integrated testing.

Schedule delay. Additional costs associated with design revisions necessary to secure Type Approval.

Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix F – Risk Table F-4 January 31, 2018

ID RISK DESCRIPTION EFFECT(S)

260 EMU Contractor's facility is not completed before needed for vehicle assembly.

Delay in commencement of assembly of EMUs delaying final delivery and system-wide testing.

261 EMU electromechanical emissions and track circuit susceptibility are incompatible.

Changes on the EMU and/or signal system require additional design and installation time and expense.

262 Configuration changes from other capital projects could necessitate changes to electrification design.

Potential increase or decrease in final construction cost for electrification; additional cost for rework of completed construction; delays to overall project schedule due to inefficiencies.

265 PG&E must deliver interim power in time for testing for Balfour testing

Delay in testing and increased costs

277 Inadequate D-B labor to support multiple work segments

Additional cost and time

280

Field equipment installed by D/B contractor may not communicate with the Central Control Facility (CCF), the Back-Up Central Control Facility (BCCF) through SCADA and function as designed.

Could require the acquisition and installation of additional equipment at BCCF and CCF. Could therefore require additional cost and time

285 Potential for inflation, (except with respect to Maintenance Option) to increase contractor costs.

Higher cost

286 Potential for wage escalation, (except for Maintenance Option) to increase contractor costs.

Higher cost

56

Lack of O&M support for testing and/or vehicle operations. Includes operational readiness and personnel hired and scheduled to be trained.

• Testing delayed. • Change order for extended vehicle acceptance.

88 Construction safety program fails to sufficiently maintain safe performance.

Work stoppages due to safety incidents resulting in schedule delay and additional labor costs.

161 Unanticipated costs to provide alternate service (bus bridges, etc.) during rail service disruptions.

Cost increase.

179 Risk that municipal reviews take additional time due to absence of municipal agreement.

Possible delay to: (1) to design review; (2) permit issuance; (3) construction within local jurisdiction right-of-way

Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix F – Risk Table F-5 January 31, 2018

ID RISK DESCRIPTION EFFECT(S)

183 Installation and design of new duct bank takes longer because of UP coordination

Schedule - Delay. May need to use condemnation authority to acquire easement. Cost - Additional cost for PG&E to make connections increasing project costs

250 Potential for municipalities to request betterments as part of the electrification project.

Delay to project schedule in negotiating betterments as part of the construction within municipalities and associated increased cost to the project as no betterments were included in the project budget.

259 Work on 25th Avenue Grade Separation Project could delay Balfour construction schedule.

• Increased cost for BBI as catenary construction in this section was anticipated to be constructed under the 25th Avenue Grade Separation Project. • Potential delays in construction schedule • Risk is delay to BBI

266

Relocation of Verizon must precede installation of foundations and connections to TPSs. Relocation work will be performed by others and may not be completed to meet BBII’s construction schedule.

Delay in progress of catenary installation resulting in claims and schedule delay

270 OCS poles or structures as designed by Contractor fall outside of JPB row

Additional ROW Take, additional cost and time

82

Unexpected restrictions could affect construction progress: <> night work <> noise <> local roads <> local ordinances

• Reduced production rates. • Delay

119 Coordination of electrification design with Operations

• Qualified individuals may not be available. • Training may take longer than anticipated.

253

Risk that existing conditions of Caltrans-owned bridges will not support bridge barriers. The existing bridge conditions and structural systems are unknown and may not support mounting new work Design will need to prove new barriers will not impact existing capacity of the bridges prior to Caltran’s approval for construction. Without approval of design and issuance of permit, there is risk to the schedule for the work and also budget if during design existing bridge will require some upgrades due to the introduction of new attachments.

Delays to issuance of permit for construction while negotiating and executing an operation and maintenance agreement for equipment installed on bridges; existing bridge deficiencies could result in additional costs to PCEP.

Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix F – Risk Table F-6 January 31, 2018

ID RISK DESCRIPTION EFFECT(S)

78 Need for unanticipated, additional ROW for new signal enclosures.

Delay while procuring ROW and additional ROW costs.

154

Potential for encountering unidentified or unknown private crossings along the corridor. Could impose unanticipated rights or requirements on the design.

Additional cost and time to acquire ROW by condemnation

171 Electrification facilities could be damaged during testing.

Delay in commencing electrified operations.

195

Introduction of electrified train service will require training of first responders in working in and around the rail corridor. The new vehicles will be considerably quieter than the existing fleet and the presence of high voltage power lines will require new procedures for emergency response. A new training program will need to be developed and disseminated for: • Fire, police, and first responders • Local communities • Schools

Safety hazards resulting in incidents that delay construction and increase labor cost. Delays in RSD until training is completed as requirement of safety certification process.

251

Subcontractor and supplier performance to meet aggressive schedule <>Potential issue meeting Buy America requirements

Delay to production schedule resulting in increased soft costs and overall project schedule delay.

271 Need for additional construction easements beyond that which has been provided for Contractor proposed access and staging

Additional cost and time

272 Final design based upon actual Geotech conditions

Could require changes

288 Independent checker finds errors in signal design and technical submittals

Additional cost and time

289

Coordination and delivery of permanent power for power drops for everything except traction power substations along alignment

Can't test resulting in delays to schedule and associated additional project costs.

291 Order/manufacture of long lead items prior to 100% IFC design document that proves to be incorrect

Design change and/or delays

292 Potential that UPS will not fit in the spaces allotted to communications work within the buildings.

Requisite backup capacity units under design criteria could result in the need for larger unit than originally planned resulting in design and fabrication changes and associated schedule delays and costs.

Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix F – Risk Table F-7 January 31, 2018

ID RISK DESCRIPTION EFFECT(S)

19

Potential for vehicle delivery to be hampered by international conflict; market disruption; labor strikes at production facility.

Delay in production of vehicle with associated cost implications.

42 Full complement of EMUs not available upon initiation of electrified revenue service

Late delivery impacts revenue service date.

150

Number of OCS pole installation is significant. Any breakdown in sequencing of operations or coordination of multiple crews will have a substantial effect on the project.

Delay.

245

Failure of BBI to submit quality design and technical submittals in accordance with contract requirements • $3-$5M/month burn rate for Owner’s team during peak

Delays to project schedule and additional costs for preparation and review of submittals.

252 Failure of BBI to order/manufacture long lead items prior to 100% IFC design document approval by JPB

Delays to project schedule and additional cost for contractor and JPB staff time.

264 Design coordination with other capital improvement projects is required

Rework resulting in cost increases and schedule delays

10 Delays in parts supply chain result in late completion of vehicles.

• Delay in obtaining parts / components. • Cost increases. (See Owner for allocation of costs) • Schedule increase - 3 months (See Owner for allocation of damages associated with this Risk)

12 Potential for electromagnetic interference (EMI) to private facilities with sensitive electronic equipment caused by vehicles.

• Increased cost due to mitigation • Potential delay due to public protests or environmental challenge.

50

Leadership and / or key personnel changes with car builder results in delays to completion of design and manufacture of vehicles.

• Cost Increase • Schedule Increase – not supported by a TIA

51 Damage during delivery of first six EMUs. Schedule delay

54 Infrastructure not ready for vehicles (OCS, TPS, Commissioning site / facility).

Increases cost if done off property

69

Potential need for additional construction easements. Especially for access and laydown areas. Contractor could claim project is not constructible and needs more easements after award.

Increased cost Delay

Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix F – Risk Table F-8 January 31, 2018

ID RISK DESCRIPTION EFFECT(S)

87

Unanticipated HazMat or contaminated hot spots encountered during foundation excavations for poles, TPSS, work at the yards.

Increased cost for clean-up and handling of materials and delay to schedule due to HazMat procedures.

93 Unanticipated subsurface conditions affecting pole or TPSS installation.

• Delay to take actions to remedy conditions or relocate foundations. • Increased cost for design and construction of remediation

106

Potential that DB contractor will have insufficient field resources (personnel or equipment) to maintain aggressive schedule. Multiple segments will need to be under design simultaneously. Labor pool issue. 32 qualified linemen will be needed. Potential there is not enough available. Big storm damage anywhere in US will draw from the pool to make line repairs. Possible shortages with other specialty crafts as well.

Delay.

146 Wayside signal / pole adjustments to avoid sighting distance problems.

Change order.

148 Potential impact to advancing construction within the vicinity of any cultural finds that are excavated.

Minor disruption of the construction work

151 Public could raise negative concerns regarding wheel/rail noise.

Increased cost to mitigate: <> grind rails <> reprofile wheels <> sound walls

Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix F – Risk Table F-9 January 31, 2018

ID RISK DESCRIPTION EFFECT(S)

182

Compliance with Buy America requirements for 3rd party utility relocations. <>Utility relocations covered under existing Caltrain agreements that require utilities to move that will not have effect on project cost - will not be Buy America <>Installation of new equipment inside PG&E substations that will provide all PG&E customers, about 1/6 of that provides power to our system - is upgrade that benefits all customers subject to Buy America requirements, is it 1/6th, or 100% <>Risk is substation not relocations <>Substation equipment is available domestically, has 6 month longer lead time and increased cost of 20%

• Increased cost • Delay

189 EMUs will need I-ITCS equipment that is compatible with wayside equipment. Same supplier thereby reducing the risk.

Could drive up price because the car builder may not be a priority customer.

192

Environmental compliance during construction. Failure to meet the commitments contained within the PCEP EA, FEIR and permit conditions

• Delay • Cost increase

237

JPB needs and agreement with each city in which catenary will be strung over an existing grade crossing (17 in all) under GO 88 (grade crossings). These agreements must be executed subsequent to installing overhead catenary. JPB is preparing a response to CPUC while working with the cities. Delays in reaching agreement could have impacts on schedule and budget.

Not completing the grade crossing diagnostics and getting agreement from the cities on the results can result in delays to necessary approvals for the project and revenue service.

248

3rd party coordination <>Jurisdictions, Utilities, UP, Contractors <>D/B needs to provide timely information to facilitate 3rd party coordination <>Risk is for construction

Delays in approvals resulting in project schedule delays and associated costs.

249 Coordination and delivery of permanent power for power drops along alignment

Delays in completion of construction and testing with associated increase in costs.

254 Potential that bridge clearance data are inaccurate and that clearances are not sufficient for installation of catenary.

Results in additional design and construction to create sufficient clearance.

Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix F – Risk Table F-10 January 31, 2018

ID RISK DESCRIPTION EFFECT(S)

269

Potholing unearths the fact that pole locations conflict with utilities. OCS pole or structure locations as designed by Contractor conflict with utilities where conflict could have been avoided by allowable final design adjustments.

Additional cost and time

273

Contractor generates new hazardous materials, necessitates proper removal and disposal of existing hazardous materials identified in the Contract for D-B remediation.

Delay to construction while removing and disposing of hazardous materials resulting in schedule delay, increased construction costs, and schedule delay costs.

274 JPB as-built dwgs and existing infrastructure to be used as basis of final design and construction is not correct

Additional cleanup of as-builts after PCEP construction

275 DB fails to verify as-built dwgs and existing infrastructure

Additional cleanup of as-builts after PCEP construction

278 Failure of D/B contractor and subcontractors and suppliers to meet Buy America requirements

Delays while acceptable materials are procured and additional costs for delays and purchase of duplicative equipment.

282 Failure to maintain dynamic envelope and existing track clearances consistent with requirements.

Redesign entailing cost and schedule impacts.

283 Fluctuation in foreign currency v US dollar Increase in costs

284 Compliance with project labor agreement could result in inefficiencies in staffing of construction.

Increase in labor costs and less efficient construction resulting in schedule delays.

290 Delays in agreement and acceptance of initial VVSC requirements database.

Delay to design acceptance

293 Readiness of 115kV interconnect for temporary power to support testing

Delay in testing

Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix G – MMRP Status Log January 31, 2018

Appendix G – MMRP Status Log

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Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix G – MMRP Status Log G-1 January 31, 2018

Mitigation Monitoring and Reporting

Mitigation Measure

Mitigation Timing

Status Status Notes

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AES-2a: Minimize OCS construction activity on residential and park areas outside the Caltrain ROW.

X X Ongoing

The OCS proposed construction schedule has been provided to the JPB. OCS construction began the week of October 2, 2017. The D-B has used the potholing process to assist in locating conflicts in the 35% design and attempting to relocate OCS pole locations within the ROW, thereby avoiding parks and residential areas.

AES-2b: Aesthetic treatments for OCS poles, TPFs in sensitive visual locations, and Overbridge Protection Barriers.

X Ongoing

The design requirements indicated in the measure have been implemented as described, and coordination with the specific jurisdictions regarding pole colors and design, TPFs, and Overbridge Protection Barriers, is ongoing.

AES-4a: Minimize spillover light during nighttime construction.

X Ongoing

OCS construction began the week of October 2, 2017. The BBI community relations lead has notified nearby residents of upcoming construction. During construction, lighting is faced inward, towards the railroad tracks, and any complaints will be documented and addressed by the BBI community relations lead.

AES-4b: Minimize light spillover at TPFs.

X Upcoming The design requirements indicated in the measure are being used in the design process of the TPFs.

AQ-2a: Implement BAAQMD basic and additional construction mitigation measures to reduce construction-related dust.

X X Ongoing

The Dust Mitigation Plan was submitted to the JPB. The requirements in the Dust Mitigation Plan will be implemented throughout the construction period and documented in daily reports.

Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix G – MMRP Status Log G-2 January 31, 2018

Mitigation Monitoring and Reporting

Mitigation Measure

Mitigation Timing

Status Status Notes

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AQ-2b: Implement BAAQMD basic and additional construction mitigation measures to control construction-related ROG and NOX emissions.

X X Ongoing

The Equipment Emissions Control Plan was submitted to the JPB. The requirements in the Equipment Emissions Control Plan will be implemented throughout the construction period and documented in daily reports.

AQ-2c: Utilize clean diesel-powered equipment during construction to control construction-related ROG and NOX emissions.

X X Ongoing

The Equipment Emissions Control Plan was submitted to the JPB. The requirements in the Equipment Emissions Control Plan will be implemented throughout the construction period and documented in daily reports.

BIO-1a: Implement general biological impact avoidance measures.

X X Ongoing

Worker Environmental Awareness Training is provided to all project-related personnel before they work on the project. All measures as described will be implemented throughout the construction period and documented in daily reports.

BIO-1b: Implement special-status plant species avoidance and revegetation measures.

X X X Complete

Not applicable. Subsequent habitat assessment and avoidance of Communication Hill eliminated any potential to affect special-status plant species. The measure is not needed.

Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix G – MMRP Status Log G-3 January 31, 2018

Mitigation Monitoring and Reporting

Mitigation Measure

Mitigation Timing

Status Status Notes

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BIO-1c: Implement California red-legged frog and San Francisco garter snake avoidance measures.

X X Ongoing

Pre-construction surveys are occurring no more than 7 days prior to the initiation of construction activities nearby/adjacent to potential habitat for CRLF and SFGS. The Wildlife Exclusion Fencing Plan for Segments 2 and 4 was submitted and approved by the wildlife agencies, and installation and monitoring of wildlife exclusion fencing is ongoing. No CRLF / SFGS or sign of each species has been observed to date on the Project. A separate Wildlife Exclusion Fencing Plan will be submitted for Segments 1 and 3, prior to initiation of construction activities in those segments.

BIO-1d: Implement western pond turtle avoidance measures.

X X Ongoing

Pre-construction surveys are occurring no more than 7 days prior to the initiation of construction activities nearby/adjacent to potential habitat for WPT. No WPT or WPT sign have been observed to date on the Project.

BIO-1e: Implement Townsend’s big-eared bat, pallid bat, hoary bat, and fringed myotis avoidance measures.

X X Ongoing

Pre-construction surveys are occurring no more than 7 days prior to the initiation of construction activities with the potential to disturb bats or their habitat. No special-status bats or sign have been observed to date on the Project.

Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix G – MMRP Status Log G-4 January 31, 2018

Mitigation Monitoring and Reporting

Mitigation Measure

Mitigation Timing

Status Status Notes

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BIO-1f: Implement western burrowing owl avoidance measures.

X X Ongoing

Protocol surveys for Western Burrowing Owl were conducted from April 2017 through July 2017 at previously identified potentially suitable habitat locations. Note that all of these locations are in Construction Segment 4 (southern Santa Clara and San Jose). No Burrowing Owls were observed during the surveys. Construction in Segment 4 is anticipated to occur in 2018. Prior to construction activities in Segment 4, pre-construction surveys of the potential habitat areas will occur no more than 7 days prior to the onset of construction activities.

BIO-1g: Implement northern harrier, white-tailed kite, American peregrine falcon, saltmarsh common yellowthroat, purple martin, and other nesting bird avoidance measures.

X X Ongoing

Nesting Bird surveys were conducted from February 1 through September 15, 2017 prior to project-related activities with the potential to impact nesting birds. No active nests were observed during this reporting period. Nesting Bird surveys will be initiated again on February 1, 2018.

Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix G – MMRP Status Log G-5 January 31, 2018

Mitigation Monitoring and Reporting

Mitigation Measure

Mitigation Timing

Status Status Notes

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BIO-1h: Conduct biological resource survey of future contractor-determined staging areas.

X X Ongoing

The agency-approved Qualified Biologist has conducted a survey of the staging area currently being used for construction activities. No special-status species or other potentially sensitive biological resources were observed. The agency-approved Qualified Biologist will continue to survey ahead of the initiation of activities at planned staging areas as the Project moves into new construction areas. During this reporting period, the agency-approved Qualified Biologist also conducted surveys for two new proposed staging areas that were not previously identified. The results of the surveys are being provided in a memo format and will be distributed to the JPB for review and approval prior to any work that occurs within the proposed staging areas.

BIO-1i: Minimize impacts on Monarch butterfly overwintering sites.

X X Ongoing

The agency-approved Qualified Biologist has periodically monitored the project limits to evaluate the presence of Monarch butterfly overwintering sites. No Monarch butterfly overwintering sites have been observed on the Project to date.

BIO-1j: Avoid nesting birds and bats during vegetation maintenance.

X Upcoming To be completed during Project operation.

Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix G – MMRP Status Log G-6 January 31, 2018

Mitigation Monitoring and Reporting

Mitigation Measure

Mitigation Timing

Status Status Notes

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BIO-2: Implement serpentine bunchgrass avoidance and revegetation measures.

X X X Complete

Not applicable. Subsequent habitat assessment and avoidance of Communication Hill eliminated any potential to affect serpentine bunchgrass. This measure is no longer needed.

BIO-3: Avoid or compensate for impacts on wetlands and waters.

X X X Complete

The JPB has compensated for unavoidable wetland impacts by purchasing adequate credits from a wetlands mitigation bank approved by USACE and SFRWQCB.

BIO-5: Implement Tree Avoidance, Minimization, and Replacement Plan.

X X X Ongoing

Tree removal and pruning activities were initiated in August 2017 under the guidance of the BBI Arborist, and in accordance with the Tree Avoidance, Minimization, and Replacement Plan. Tree Removal and Pruning status is provided to the JPB on a weekly basis.

BIO-6: Pay Santa Clara Valley Habitat Plan land cover fee (if necessary).

X Complete

Not applicable. The SCVHP does not apply to the Project because TPS2, Option 1 was not selected and OCS does not extend to Communication Hill. This measure is not needed.

CUL-1a: Evaluate and minimize impacts on structural integrity of historic tunnels.

X Upcoming To be implemented prior to construction in tunnels.

Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix G – MMRP Status Log G-7 January 31, 2018

Mitigation Monitoring and Reporting

Mitigation Measure

Mitigation Timing

Status Status Notes

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CUL-1b: Minimize impacts on historic decorative tunnel material.

X Upcoming To be implemented prior to construction in tunnels.

CUL-1c: Install project facilities in a way that minimizes impacts on historic tunnel interiors.

X Upcoming To be implemented prior to construction in tunnels.

CUL-1d: Implement design commitments at historic railroad stations

X Complete

The Qualified Architectural Historian completed and submitted the HABS Level III documents to the JPB for all seven of the historic stations. Pole placement has been designed to minimize the visual impact to historic stations.

CUL-1e: Implement specific tree mitigation considerations at two potentially historic properties and landscape recordation, as necessary.

X X Complete

It was determined that the project is not acquiring any ROW at either of the subject properties so all tree effects would be within the JPB ROW. Therefore, the APE does not include these two historic properties. This measure is no longer needed.

Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix G – MMRP Status Log G-8 January 31, 2018

Mitigation Monitoring and Reporting

Mitigation Measure

Mitigation Timing

Status Status Notes

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CUL-1f: Implement historic bridge and underpass design requirements.

X Ongoing

This measure is being implemented as described during the design process and will be incorporated into the final design. The four bridges that are included in the MMRP are rail bridges crossing over another feature. Design of the OCS system is taking into account that there are requirements that restrict the design. Thus far, the designs for Construction Segments 2 & 4 are in process and designs are not yet complete. The D-B will forward to the Architectural Historian once complete.

CUL-2a: Conduct an archaeological resource survey and/or monitoring of the removal of pavement or other obstructions to determine if historical resources under CEQA or unique archaeological resources under PRC 21083.2 are present.

X Ongoing

Periodic inspections of ground surface areas along the alignment, in conjunction with cultural monitoring as-needed of project activities in culturally sensitive areas are ongoing. The Archaeological Final Report will be provided at the conclusion of construction activities.

CUL-2b: Conduct exploratory trenching or coring of areas where subsurface project disturbance is planned in those areas with “high” or “very high” potential for buried site.

X Ongoing

Exploratory trenching and subsurface testing of all potentially culturally sensitive areas is occurring prior to the initiation of construction activities in those areas. The results will be included in the Archaeological Final Report. No cultural resources requiring the development of a treatment plan were observed. A Native American monitor has been present for all exploratory trenching and subsurface testing work.

Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix G – MMRP Status Log G-9 January 31, 2018

Mitigation Monitoring and Reporting

Mitigation Measure

Mitigation Timing

Status Status Notes

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CUL-2c: Conduct limited subsurface testing before performing ground-disturbing work within 50 meters of a known archaeological site.

X Ongoing

Exploratory trenching and subsurface testing of all potentially culturally sensitive areas is occurring prior to the initiation of construction activities in those areas. The results will be included in the Archaeological Final Report. No cultural resources requiring the development of a treatment plan were observed. A Native American monitor has been present for all exploratory trenching and subsurface testing work.

CUL-2d: Conduct exploratory trenching or coring of areas within the three zones of special sensitivity where subsurface project disturbance is planned.

X Ongoing

Exploratory trenching and subsurface testing of all potentially culturally sensitive areas is occurring prior to the initiation of construction activities in those areas. The results will be included in the Archaeological Final Report. No cultural resources requiring the development of a treatment plan were observed. A Native American monitor has been present for all exploratory trenching and subsurface testing work.

CUL-2e: Stop work if cultural resources are encountered during ground-disturbing activities.

X X Ongoing No prehistoric or historic-period cultural materials have been observed during cultural monitoring.

CUL-2f: Conduct archaeological monitoring of ground-disturbing activities in areas as determined by JPB and SHPO.

X Ongoing

Cultural monitoring as-needed of project activities in culturally sensitive areas is ongoing. The Archaeological Final Report will be provided at the conclusion of construction activities.

Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix G – MMRP Status Log G-10 January 31, 2018

Mitigation Monitoring and Reporting

Mitigation Measure

Mitigation Timing

Status Status Notes

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CUL-3: Comply with state and county procedures for the treatment of human remains discoveries.

X Ongoing No human remains have been observed to date on the Project.

EMF-2: Minimize EMI effects during final design, Monitor EMI effects during testing, commission and operations, and Remediate Substantial Disruption of Sensitive Electrical Equipment.

X X X Ongoing

The design requirements indicated in the measure are being implemented through the final design as described. Designs are submitted and reviewed/commented on by JPB. Monitoring EMI effects will occur post construction.

GEO-1: Perform a site-specific geotechnical study for traction power facilities.

X Ongoing

The design requirements indicated in the measure are being implemented through the final design as described. Geotechnical studies and results are submitted to JPB as completed.

GEO-4a: Identification of expansive soils.

X Ongoing

The design requirements indicated in the measure are being implemented through the final design as described. Geotechnical studies and results are submitted to JPB as completed.

GEO-4b: Mitigation of expansive soils.

X Ongoing

The design requirements indicated in the measure are being implemented through the final design as described. Geotechnical studies and results are submitted to JPB as completed.

Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix G – MMRP Status Log G-11 January 31, 2018

Mitigation Monitoring and Reporting

Mitigation Measure

Mitigation Timing

Status Status Notes

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HAZ-2a: Conduct a Phase II Environmental Site Assessment prior to construction.

X Complete

A Phase II Environmental Assessment was completed prior to construction by the JPB consultant, and the results were provided to BBI, and the required mitigation is being implemented prior to the initiation of construction activities.

HAZ-2b: Implement engineering controls and best management practices during construction.

X X Ongoing

Field activities are being monitored daily for significant color changes or odors which may indicate contamination.

HYD-1: Implement construction dewatering treatment, if necessary.

X X Ongoing Facilities & BMPs are in place to deal with this requirement should it arise in the OCS foundations.

HYD-4: Minimize floodplain impacts by minimizing new impervious areas for TPFs or relocating these facilities.

X Ongoing

The design requirements indicated in the measure are being implemented through the final design as described. The TPFs in Construction Segments 2 & 4 are currently in design. The design minimizes hardscape only to required structure foundations; yard areas are to receive a pervious material.

HYD-5: Provide for electrical safety at TPFs subject to periodic or potential flooding.

X X Ongoing

The design requirements indicated in the measure are being implemented through the final design as described. The TPFs in Construction Segments 2 & 4 are currently in design. The design plan currently raises the TPFs above the floodplain.

Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix G – MMRP Status Log G-12 January 31, 2018

Mitigation Monitoring and Reporting

Mitigation Measure

Mitigation Timing

Status Status Notes

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HYD-7: Implement sea level rise vulnerability assessment and adaptation plan.

X Upcoming This measure has not yet been initiated.

NOI-1a: Implement Construction Noise Control Plan.

X X Ongoing

The Noise and Vibration Control Plan has been submitted and is being implemented. Field activity is monitored per the Plan. If allowable noise levels are near or exceed allowable noise levels, mitigation such as blankets are used from that point forward.

NOI-1b: Conduct site-specific acoustical analysis of ancillary facilities based on the final mechanical equipment and site design and implement noise control treatments where required.

X Ongoing

The design requirements indicated in the measure are being implemented through the final design as described. Design is still in process.

NOI-2a: Implement Construction Vibration Control Plan.

X X Ongoing

The Noise and Vibration Control Plan has been submitted and is being implemented. Field activity is monitored per the Plan.

PSU-8a: Provide continuous coordination with all utility providers.

X X Ongoing

The design requirements indicated in the measure will be implemented through the final design as described. Coordination with utility providers is ongoing and there have not been any service interruptions thus far.

Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix G – MMRP Status Log G-13 January 31, 2018

Mitigation Monitoring and Reporting

Mitigation Measure

Mitigation Timing

Status Status Notes

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PSU-8b: Adjust OCS pole foundation locations.

X Ongoing

The design requirements indicated in the measure are being implemented through the final design as described.

PSU-8c: Schedule and notify users about potential service interruptions.

X X Ongoing

The design requirements indicated in the measure are being implemented through the final design as described. There have not been any service interruptions thus far.

PSU-9: Require application of relevant construction mitigation measures to utility relocation and transmission line construction by others.

X X Ongoing

JPB has initiated coordination with PG&E regarding transmission line construction. Construction has not begun.

TRA-1a: Implement Construction Road Traffic Control Plan.

X X Upcoming

The D-B has begun traffic control design and permit applications with the City of Millbrae. Other communities will follow.

TRA-1c: Implement signal optimization and roadway geometry improvements at impacted intersections for the 2020 Project Condition.

X X Upcoming This measure has not started

Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix G – MMRP Status Log G-14 January 31, 2018

Mitigation Monitoring and Reporting

Mitigation Measure

Mitigation Timing

Status Status Notes

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TRA-2a: Implement construction railway disruption control plan.

X X Ongoing Minimization of railway disruption is being coordinated by the Site Specific Work Plan.

TRA-3b: In cooperation with the City and County of San Francisco, implement surface pedestrian facility improvements to address the Proposed Project’s additional pedestrian movements at and immediately adjacent to the San Francisco 4th and King Station.

X X X Upcoming This measure has not started.

TRA-4b: Continue to improve bicycle facilities at Caltrain stations and partner with bike share programs where available following guidance in Caltrain‘s Bicycle Access and Parking Plan.

X Upcoming This measure will be implemented during project operation.

NOI-CUMUL-1: Implement a phased program to reduce cumulative train noise along the Caltrain corridor as necessary to address future cumulative noise increases over FTA thresholds

X Upcoming This measure will be implemented during project operation.

NOI-CUMUL-2: Conduct project-level vibration analysis for Blended System operations and implement vibration reduction measures as necessary and appropriate for the Caltrain corridor

X In Progress

CHSRA is conducting this analysis as part of the EIR/EIS for the San Francisco to San Jose section.

Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix G – MMRP Status Log G-15 January 31, 2018

Mitigation Monitoring and Reporting

Mitigation Measure

Mitigation Timing

Status Status Notes

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TRA-CUMUL-1: Implement a phased program to provide traffic improvements to reduce traffic delays near at-grade crossings and Caltrain stations

X Upcoming This measure will be implemented during project operation.

TRA-CUMUL-2: Implement technical solution to allow electric trolley bus transit across 16th Street without OCS conflicts in cooperation with SFMTA.

X Complete

Not applicable. SFMTA has elected to not electrify the 16th Street crossing. This measure no longer applies.

Mitigation Measure TRA-CUMUL-3: As warranted, Caltrain and freight operators will partner to provide Plate H clearance as feasible between San Jose and Bayshore.

X Upcoming This measure will be implemented during project operation.

AES-2a: Minimize OCS construction activity on residential and park areas outside the Caltrain ROW.

X X Ongoing

The OCS proposed construction schedule has been provided to the JPB. OCS construction began the week of October 2, 2017. The D-B has used the potholing process to assist in locating conflicts in the 35% design and attempting to relocate OCS pole locations within the ROW, thereby avoiding parks and residential areas.

AES-2b: Aesthetic treatments for OCS poles, TPFs in sensitive visual locations, and Overbridge Protection Barriers.

X Ongoing

The design requirements indicated in the measure have been implemented as described, and coordination with the specific jurisdictions regarding pole colors and design, TPFs, and Overbridge Protection Barriers, is ongoing.

Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix G – MMRP Status Log G-16 January 31, 2018

Mitigation Monitoring and Reporting

Mitigation Measure

Mitigation Timing

Status Status Notes

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AES-4a: Minimize spillover light during nighttime construction.

X Ongoing

OCS construction began the week of October 2, 2017. The BBI community relations lead has notified nearby residents of upcoming construction. During construction, lighting is faced inward, towards the railroad tracks, and any complaints will be documented and addressed by the BBI community relations lead.

AES-4b: Minimize light spillover at TPFs.

X Upcoming The design requirements indicated in the measure are being used in the design process of the TPFs.

AQ-2a: Implement BAAQMD basic and additional construction mitigation measures to reduce construction-related dust.

X X Ongoing

The Dust Mitigation Plan was submitted to the JPB. The requirements in the Dust Mitigation Plan will be implemented throughout the construction period and documented in daily reports.

AQ-2b: Implement BAAQMD basic and additional construction mitigation measures to control construction-related ROG and NOX emissions.

X X Ongoing

The Equipment Emissions Control Plan was submitted to the JPB. The requirements in the Equipment Emissions Control Plan will be implemented throughout the construction period and documented in daily reports.

AQ-2c: Utilize clean diesel-powered equipment during construction to control construction-related ROG and NOX emissions.

X X Ongoing

The Equipment Emissions Control Plan was submitted to the JPB. The requirements in the Equipment Emissions Control Plan will be implemented throughout the construction period and documented in daily reports.

Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix G – MMRP Status Log G-17 January 31, 2018

Mitigation Monitoring and Reporting

Mitigation Measure

Mitigation Timing

Status Status Notes

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BIO-1a: Implement general biological impact avoidance measures.

X X Ongoing

Worker Environmental Awareness Training is provided to all project-related personnel before they work on the project. All measures as described will be implemented throughout the construction period and documented in daily reports.

BIO-1b: Implement special-status plant species avoidance and revegetation measures.

X X X Complete

Not applicable. Subsequent habitat assessment and avoidance of Communication Hill eliminated any potential to affect special-status plant species. The measure is not needed.

BIO-1c: Implement California red-legged frog and San Francisco garter snake avoidance measures.

X X Ongoing

Pre-construction surveys are occurring no more than 7 days prior to the initiation of construction activities nearby/adjacent to potential habitat for CRLF and SFGS. The Wildlife Exclusion Fencing Plan for Segments 2 and 4 was submitted and approved by the wildlife agencies, and installation and monitoring of wildlife exclusion fencing is ongoing. No CRLF / SFGS or sign of each species has been observed to date on the Project. A separate Wildlife Exclusion Fencing Plan will be submitted for Segments 1 and 3, prior to initiation of construction activities in those segments.

Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix G – MMRP Status Log G-18 January 31, 2018

Mitigation Monitoring and Reporting

Mitigation Measure

Mitigation Timing

Status Status Notes

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BIO-1d: Implement western pond turtle avoidance measures.

X X Ongoing

Pre-construction surveys are occurring no more than 7 days prior to the initiation of construction activities nearby/adjacent to potential habitat for WPT. No WPT or WPT sign have been observed to date on the Project.

BIO-1e: Implement Townsend’s big-eared bat, pallid bat, hoary bat, and fringed myotis avoidance measures.

X X Ongoing

Pre-construction surveys are occurring no more than 7 days prior to the initiation of construction activities with the potential to disturb bats or their habitat. No special-status bats or sign have been observed to date on the Project.

BIO-1f: Implement western burrowing owl avoidance measures.

X X Ongoing

Protocol surveys for Western Burrowing Owl were conducted from April 2017 through July 2017 at previously identified potentially suitable habitat locations. Note that all of these locations are in Construction Segment 4 (southern Santa Clara and San Jose). No Burrowing Owls were observed during the surveys. Construction in Segment 4 is anticipated to occur in 2018. Prior to construction activities in Segment 4, pre-construction surveys of the potential habitat areas will occur no more than 7 days prior to the onset of construction activities.

BIO-1g: Implement northern harrier, white-tailed kite, American peregrine falcon, saltmarsh common yellowthroat, purple martin, and other nesting bird avoidance measures.

X X Ongoing

Nesting Bird surveys were conducted from February 1 through September 15, 2017 prior to project-related activities with the potential to impact nesting birds. No active nests were observed during this reporting period. Nesting Bird surveys will be initiated again on February 1, 2018.

Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix G – MMRP Status Log G-19 January 31, 2018

Mitigation Monitoring and Reporting

Mitigation Measure

Mitigation Timing

Status Status Notes

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BIO-1h: Conduct biological resource survey of future contractor-determined staging areas.

X X Ongoing

The agency-approved Qualified Biologist has conducted a survey of the proposed staging area to be used for construction activities currently occurring. No special-status species, or other potentially sensitive biological resources were observed. The agency-approved Qualified Biologist will continue to survey ahead of the initiation of activities at planned staging areas as the Project moves into new construction areas.

BIO-1i: Minimize impacts on Monarch butterfly overwintering sites.

X X Ongoing

The agency-approved Qualified Biologist has periodically monitored the project limits to evaluate the presence of Monarch butterfly overwintering sites. No Monarch butterfly overwintering sites have been observed on the Project to date.

BIO-1j: Avoid nesting birds and bats during vegetation maintenance.

X Upcoming To be completed during Project operation.

BIO-2: Implement serpentine bunchgrass avoidance and revegetation measures.

X X X Complete

Not applicable. Subsequent habitat assessment and avoidance of Communication Hill eliminated any potential to affect serpentine bunchgrass. This measure is no longer needed.

BIO-3: Avoid or compensate for impacts on wetlands and waters.

X X X Complete

The JPB has compensated for unavoidable wetland impacts by purchasing adequate credits from a wetlands mitigation bank approved by USACE and SFRWQCB.

Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix G – MMRP Status Log G-20 January 31, 2018

Mitigation Monitoring and Reporting

Mitigation Measure

Mitigation Timing

Status Status Notes

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BIO-5: Implement Tree Avoidance, Minimization, and Replacement Plan.

X X X Ongoing

Tree removal and pruning activities were initiated in August 2017 under the guidance of the BBI Arborist, and in accordance with the Tree Avoidance, Minimization, and Replacement Plan. Tree Removal and Pruning status is provided to the JPB on a weekly basis.

BIO-6: Pay Santa Clara Valley Habitat Plan land cover fee (if necessary).

X Complete

Not applicable. The SCVHP does not apply to the Project because TPS2, Option 1 was not selected and OCS does not extend to Communication Hill. This measure is not needed.

CUL-1a: Evaluate and minimize impacts on structural integrity of historic tunnels.

X Upcoming To be implemented prior to construction in tunnels.

CUL-1b: Minimize impacts on historic decorative tunnel material.

X Upcoming To be implemented prior to construction in tunnels.

CUL-1c: Install project facilities in a way that minimizes impacts on historic tunnel interiors.

X Upcoming To be implemented prior to construction in tunnels.

Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix G – MMRP Status Log G-21 January 31, 2018

Mitigation Monitoring and Reporting

Mitigation Measure

Mitigation Timing

Status Status Notes

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CUL-1d: Implement design commitments at historic railroad stations

X Complete

The Qualified Architectural Historian completed and submitted the HABS Level III documents to the JPB for all seven of the historic stations. Pole placement has been designed to minimize the visual impact to historic stations.

CUL-1e: Implement specific tree mitigation considerations at two potentially historic properties and landscape recordation, as necessary.

X X Complete

It was determined that the project is not acquiring any ROW at either of the subject properties so all tree effects would be within the JPB ROW. Therefore, the APE does not include these two historic properties. This measure is no longer needed.

CUL-1f: Implement historic bridge and underpass design requirements.

X Ongoing

This measure is being implemented as described during the design process and will be incorporated into the final design. The four bridges that are included in the MMRP are rail bridges crossing over another feature. Design of the OCS system is taking into account that there are requirements that restrict the design. Thus far, the designs for Construction Segments 2 & 4 are in process and designs are not yet complete. The D-B will forward to the Architectural Historian once complete.

CUL-2a: Conduct an archaeological resource survey and/or monitoring of the removal of pavement or other obstructions to determine if historical resources under CEQA or unique archaeological resources under PRC 21083.2 are present.

X Ongoing

Periodic inspections of ground surface areas along the alignment, in conjunction with cultural monitoring as-needed of project activities in culturally sensitive areas are ongoing. The Archaeological Final Report will be provided at the conclusion of construction activities.

Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix G – MMRP Status Log G-22 January 31, 2018

Mitigation Monitoring and Reporting

Mitigation Measure

Mitigation Timing

Status Status Notes

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CUL-2b: Conduct exploratory trenching or coring of areas where subsurface project disturbance is planned in those areas with “high” or “very high” potential for buried site.

X Ongoing

Exploratory trenching and subsurface testing of all potentially culturally sensitive areas is occurring prior to the initiation of construction activities in those areas. The results will be included in the Archaeological Final Report. No cultural resources requiring the development of a treatment plan were observed. A Native American monitor has been present for all exploratory trenching and subsurface testing work.

CUL-2c: Conduct limited subsurface testing before performing ground-disturbing work within 50 meters of a known archaeological site.

X Ongoing

Exploratory trenching and subsurface testing of all potentially culturally sensitive areas is occurring prior to the initiation of construction activities in those areas. The results will be included in the Archaeological Final Report. No cultural resources requiring the development of a treatment plan were observed. A Native American monitor has been present for all exploratory trenching and subsurface testing work.

CUL-2d: Conduct exploratory trenching or coring of areas within the three zones of special sensitivity where subsurface project disturbance is planned.

X Ongoing

Exploratory trenching and subsurface testing of all potentially culturally sensitive areas is occurring prior to the initiation of construction activities in those areas. The results will be included in the Archaeological Final Report. No cultural resources requiring the development of a treatment plan were observed. A Native American monitor has been present for all exploratory trenching and subsurface testing work.

Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix G – MMRP Status Log G-23 January 31, 2018

Mitigation Monitoring and Reporting

Mitigation Measure

Mitigation Timing

Status Status Notes

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CUL-2e: Stop work if cultural resources are encountered during ground-disturbing activities.

X X Ongoing No prehistoric or historic-period cultural materials have been observed during cultural monitoring.

CUL-2f: Conduct archaeological monitoring of ground-disturbing activities in areas as determined by JPB and SHPO.

X Ongoing

Cultural monitoring as-needed of project activities in culturally sensitive areas is ongoing. The Archaeological Final Report will be provided at the conclusion of construction activities.

CUL-3: Comply with state and county procedures for the treatment of human remains discoveries.

X Ongoing No human remains have been observed to date on the Project.

EMF-2: Minimize EMI effects during final design, Monitor EMI effects during testing, commission and operations, and Remediate Substantial Disruption of Sensitive Electrical Equipment.

X X X Ongoing

The design requirements indicated in the measure are being implemented through the final design as described. Designs are submitted and reviewed/commented on by JPB. Monitoring EMI effects will occur post construction.

GEO-1: Perform a site-specific geotechnical study for traction power facilities.

X Ongoing

The design requirements indicated in the measure are being implemented through the final design as described. Geotechnical studies and results are submitted to JPB as completed.

Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix G – MMRP Status Log G-24 January 31, 2018

Mitigation Monitoring and Reporting

Mitigation Measure

Mitigation Timing

Status Status Notes

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GEO-4a: Identification of expansive soils.

X Ongoing

The design requirements indicated in the measure are being implemented through the final design as described. Geotechnical studies and results are submitted to JPB as completed.

GEO-4b: Mitigation of expansive soils.

X Ongoing

The design requirements indicated in the measure are being implemented through the final design as described. Geotechnical studies and results are submitted to JPB as completed.

HAZ-2a: Conduct a Phase II Environmental Site Assessment prior to construction.

X Complete

A Phase II Environmental Assessment was completed prior to construction by the JPB consultant, and the results were provided to BBI, and the required mitigation is being implemented prior to the initiation of construction activities.

HAZ-2b: Implement engineering controls and best management practices during construction.

X X Ongoing

Field activities are being monitored daily for significant color changes or odors which may indicate contamination.

HYD-1: Implement construction dewatering treatment, if necessary.

X X Ongoing Facilities & BMPs are in place to deal with this requirement should it arise in the OCS foundations.

Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix G – MMRP Status Log G-25 January 31, 2018

Mitigation Monitoring and Reporting

Mitigation Measure

Mitigation Timing

Status Status Notes

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HYD-4: Minimize floodplain impacts by minimizing new impervious areas for TPFs or relocating these facilities.

X Ongoing

The design requirements indicated in the measure are being implemented through the final design as described. The TPFs in Construction Segments 2 & 4 are currently in design. The design minimizes hardscape only to required structure foundations; yard areas are to receive a pervious material.

HYD-5: Provide for electrical safety at TPFs subject to periodic or potential flooding.

X X Ongoing

The design requirements indicated in the measure are being implemented through the final design as described. The TPFs in Construction Segments 2 & 4 are currently in design. The design plan currently raises the TPFs above the floodplain.

HYD-7: Implement sea level rise vulnerability assessment and adaptation plan.

X Upcoming This measure has not yet been initiated.

NOI-1a: Implement Construction Noise Control Plan.

X X Ongoing

The Noise and Vibration Control Plan has been submitted and is being implemented. Field activity is monitored per the Plan. If allowable noise levels are near or exceed allowable noise levels, mitigation such as blankets are used from that point forward.

NOI-1b: Conduct site-specific acoustical analysis of ancillary facilities based on the final mechanical equipment and site design and implement noise control treatments where required.

X Ongoing

The design requirements indicated in the measure are being implemented through the final design as described. Design is still in process.

Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix G – MMRP Status Log G-26 January 31, 2018

Mitigation Monitoring and Reporting

Mitigation Measure

Mitigation Timing

Status Status Notes

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NOI-2a: Implement Construction Vibration Control Plan.

X X Ongoing

The Noise and Vibration Control Plan has been submitted and is being implemented. Field activity is monitored per the Plan.

PSU-8a: Provide continuous coordination with all utility providers.

X X Ongoing

The design requirements indicated in the measure will be implemented through the final design as described. Coordination with utility providers is ongoing and there have not been any service interruptions thus far.

PSU-8b: Adjust OCS pole foundation locations.

X Ongoing

The design requirements indicated in the measure are being implemented through the final design as described.

PSU-8c: Schedule and notify users about potential service interruptions.

X X Ongoing

The design requirements indicated in the measure are being implemented through the final design as described. There have not been any service interruptions thus far.

PSU-9: Require application of relevant construction mitigation measures to utility relocation and transmission line construction by others.

X X Ongoing

JPB has initiated coordination with PG&E regarding transmission line construction. Construction has not begun.

Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix G – MMRP Status Log G-27 January 31, 2018

Mitigation Monitoring and Reporting

Mitigation Measure

Mitigation Timing

Status Status Notes

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TRA-1a: Implement Construction Road Traffic Control Plan.

X X Upcoming

The D-B has begun traffic control design and permit applications with the City of Millbrae. Other communities will follow.

TRA-1c: Implement signal optimization and roadway geometry improvements at impacted intersections for the 2020 Project Condition.

X X Upcoming This measure has not started

TRA-2a: Implement construction railway disruption control plan.

X X Ongoing Minimization of railway disruption is being coordinated by the Site Specific Work Plan.

TRA-3b: In cooperation with the City and County of San Francisco, implement surface pedestrian facility improvements to address the Proposed Project’s additional pedestrian movements at and immediately adjacent to the San Francisco 4th and King Station.

X X X Upcoming This measure has not started.

TRA-4b: Continue to improve bicycle facilities at Caltrain stations and partner with bike share programs where available following guidance in Caltrain‘s Bicycle Access and Parking Plan.

X Upcoming This measure will be implemented during project operation.

Peninsula Corridor Electrification Project

Monthly Progress Report

Appendix G – MMRP Status Log G-28 January 31, 2018

Mitigation Monitoring and Reporting

Mitigation Measure

Mitigation Timing

Status Status Notes

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NOI-CUMUL-1: Implement a phased program to reduce cumulative train noise along the Caltrain corridor as necessary to address future cumulative noise increases over FTA thresholds

X Upcoming This measure will be implemented during project operation.

NOI-CUMUL-2: Conduct project-level vibration analysis for Blended System operations and implement vibration reduction measures as necessary and appropriate for the Caltrain corridor

X In Progress

CHSRA is conducting this analysis as part of the EIR/EIS for the San Francisco to San Jose section.

TRA-CUMUL-1: Implement a phased program to provide traffic improvements to reduce traffic delays near at-grade crossings and Caltrain stations

X Upcoming This measure will be implemented during project operation.

TRA-CUMUL-2: Implement technical solution to allow electric trolley bus transit across 16th Street without OCS conflicts in cooperation with SFMTA.

X Complete

Not applicable. SFMTA has elected to not electrify the 16th Street crossing. This measure no longer applies.

Mitigation Measure TRA-CUMUL-3: As warranted, Caltrain and freight operators will partner to provide Plate H clearance as feasible between San Jose and Bayshore.

X Upcoming This measure will be implemented during project operation.

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AGENDA ITEM #8 MARCH 1, 2018

PENINSULA CORRIDOR JOINT POWERS BOARD

STAFF REPORT

TO: Joint Powers Board THROUGH: Jim Hartnett Executive Director FROM: Michelle Bouchard Chief Operating Officer, Rail SUBJECT: AWARD OF CONTRACT TO WABTEC RAILWAY ELECTRONICS FOR

COMPLETION OF THE POSITIVE TRAIN CONTROL PROJECT ACTION The Board's Ad Hoc Committee on PTC recommends the Joint Powers Board approve the following:

1. Approve a contract with Wabtec Railway Electronics, Inc. (Wabtec), in an amount not to exceed $45,012,123, to complete the JPB's Positive Train Control (PTC) System.

2. Establish a contract contingency of 10% and authorize the Executive Director to approve change orders up to the contingency amount.

3. Authorize the Executive Director or his designee to execute the contract in a form approved by legal counsel, with full implementation of the agreed upon Funding Partners’ Oversight Protocol including monthly reports to the Board.

SIGNIFICANCE This contract will allow the JPB to complete the PTC project in a manner that is the most financially and technologically advantageous, will maximize the JPB's ability to comply with the federal PTC mandate for implementation of PTC and will minimize costs to the JPB resulting from the termination of the Parsons Transportation Group contract. The contract recognizes that there are two elements of scope, the fiber optic backbone and the back office, that require further field assessment prior to official incorporation. The assessment will address issues of poor workmanship by the terminated contractor who the JPB will hold responsible through pending litigation. Once the assessment is complete, these elements will be added via change order. Wabtec provided a final proposal, including a revised price proposal. Staff has analyzed Wabtec's price proposal and finds it fair and reasonable as compared to the Independent Cost Estimate prepared by an outside consultant.

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BUDGET IMPACT The recommended actions establish a contract budget in the amount of $49.5 million, including $4.5 million in contingency and $2 million in potential bonus payments as described below. The new contract with Wabtec also calls for a collaborative process for the parties to share in any cost overruns as well as cost savings on certain designated high risk items that are valued at $1.9 million and are included in the contract. To provide incentive for Wabtec to meet the PTC statutory deadline requirements of full hardware installation and revenue service demonstration on a designated portion of the line by December of 2018, the contract creates two bonuses, each in the amount of $1 million, for timely satisfaction of these requirements. Wabtec is not eligible for either bonus if it charges the JPB for change orders for work related to these requirements. The contract also includes appropriate liquidated damages for delays in completing the contract. In sum, this innovative balancing of incentives and assessments, of “carrots and sticks,” results in a risk-sharing approach that best balances the JPB’s twin goals of maximizing cost efficiencies with the need for timely performance.

Funding for this $49.5 million contract budget is available in the remaining committed funding for the PTC project in the amount of $59.8 million. Total program budget to complete the project will require additional funding for JPB support costs in future fiscal years. Staff is carefully evaluating current and projected capital needs, as well as investigating opportunities for future grant funding and other financial vehicles to cover the balance of these future program costs. A long-term funding plan will be developed and brought to the Board for approval in the beginning of FY 2019. BACKGROUND In September, 2008, a Union Pacific freight train collided head on with a Metrolink commuter train in the Chatsworth district of Los Angeles, causing 25 fatalities and many more injuries. Shortly thereafter, Congress enacted the Rail Safety Improvement Act of 2008 (RSIA), requiring all class 1 freight and commuter railroads to implement Positive Train Control Systems (PTC). PTC is a term created by the Federal Railroad Administration to describe an advanced technology train collision/train derailment avoidance system. A PTC system uses advanced technology and safety critical predictive enforcement to automatically engage the brakes and stop a train in advance of (1) potential train to train collision, (2) train over-speed, (3) unauthorized entry into a track work zone, and (4) movement through a misaligned switch. In response to the RSIA, and after a lengthy competitive process, on October 6, 2011 the JPB awarded Contract 10-PCJPB-T-021 to Parsons Transportation Group to implement the JPB's PTC system. At the time the contract was awarded, PTC technology was still in its infancy. Parsons offered a General Electric ITCS solution that had been successfully deployed on both domestic and foreign passenger railroads. This product was determined to meet all of the JPB's performance requirements as well as the basic requirements of the federal PTC mandate. At the time, the freight railroads

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were implementing PTC through a system designed by Wabtec, which was the second highest ranked proposer to the JPB's RFP. The JPB did not select Wabtec, at least in part, because at that time, its passenger rail functionality was not well developed. Over the last five years, Wabtec has matured its technology such that this is no longer the case—in fact multiple commuter rail operators are implementing PTC with a Wabtec-based solution. Currently, Wabtec’s project list includes more than 15 passenger rail clients including Metrolink (LA), Coaster (San Diego), ACE, Capitol Corridor in California. Effective February 22, 2017, the JPB terminated its contract with Parsons Transportation Group (Parsons) for nonperformance. This termination followed many months of delay and Parsons' repeated failure to cure its deficient performance. The impacts of termination on the JPB's efforts to keep the PTC program moving forward in 2017 have been documented in reports to this Board over the last year. Since termination, the JPB has acted with urgency to 1) implement the most appropriate PTC solution from a financial and technology perspective; 2) ensure compliance with the federal mandate to implement PTC; and 3) minimize its damages resulting from Parsons' termination. The JPB project team has engaged in the following activities in furtherance of these goals:

• JPB has worked with all stakeholders and with representatives of the FRA to ensure that the JPB's plans for implementation of PTC meet all regulatory and technical requirements such that the JPB's PTC system will meet all safety requirements. In particular, JPB’s Executive Director and Chief Operating Officer, Rail recently met with the FRA Administrator to ensure that the JPB’s plans for implementing PTC are in accordance with FRA requirements.

• JPB has pursued every reasonable opportunity to craft a solution by which Parsons could complete the project, both prior to and following termination. This option has proven unsuccessful and the JPB and Parsons are now in litigation against each other.

• JPB has explored all other opportunities deemed feasible and available with

other potential contractors to complete the PTC project by replacing Parsons and utilizing the same technologies as Parsons proposed using. These opportunities have proven unavailing as the technologies used by Parsons, in particular that of the key subcontractor Alstom, are unavailable to the JPB at pricing and commercial terms that are fair and reasonable.

• JPB has pursued all available opportunities to bring Parsons' key subcontractor, Alstom, under direct contract with the JPB to complete its work. These opportunities have proven unavailing as Alstom has placed contractual conditions on any agreement that are not feasible or practical, and has demanded a prohibitively unreasonable price.

• JPB has revisited the original procurement process that led to the contract award to Parsons, soliciting proposals from the other original Proposers, in

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particular Wabtec, which was the second-highest ranked proposer in the original competitive solicitation.

• JPB has conducted an extensive analysis of the scope of work necessary to complete the project. This scope of work was shared with several potential candidates invited to submit proposals to complete the work as prime contractor. Many potential firms were unwilling or unable to submit proposals to complete the work.

• JPB has evaluated other commuter railroad's methodologies for implementing PTC to determine what alternate technologies are available that satisfy JPB’s needs.

As a result of the above efforts, the JPB project team has determined that at this time the I-ETMS technology developed by Wabtec is the most viable alternative for the JPB's PTC project.

• I-ETMS is now used widely by passenger and commuter rail operators and has developed in ways that benefit denser passenger rail operation not available at the time the original contract was awarded in 2011.

• I-ETMS now supports train type characteristics, grade crossing activation/inhibit, schedule adherence and (eventually) vital certification to suit the JPBs needs

• I-ETMS allows for the most cost efficient and technically manageable process for achieving interoperability with other railroads that share operations with the JPB

• I-ETMS will be easier and more cost effective to maintain in the long term than any other technology particularly given the commercial agreement with the Union Pacific Rail Road (UPRR).

In sum, not only is the I-ETMS system the best--indeed likely the only—technology that can be implemented in time to meet the federal deadline, it is the most cost-effective. Importantly, the cost of completing the JPB’s PTC system with I-ETMS technology will likely result in considerable long-term savings over any other technology from a maintenance perspective. This is because the JPB will benefit from industry-wide support and from interoperability efficiencies that would not exist with other technology. Both from a short term and long term perspective, I-ETMS technology is best suited for the JPB’s service. From a contracting and procurement perspective, Wabtec is uniquely situated as the only contractor that is able to provide its proprietary I-ETMS system and implement the JPB's PTC system on a practical schedule and at a reasonable price. FTA regulations and JPB policy acknowledge that under certain circumstances, a contract may be awarded without full and open competition. In this unique situation there is no benefit or need to conduct any additional competitive process for a number of reasons.

• First, Wabtec was the second highest ranked proposer in the original RFP. That original RFP, combined with the extensive outreach efforts by the JPB in recent months to elicit proposals from other firms involved in the original RFP, as well as

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additional firms, indicates that the JPB has already engaged in adequate competition such that a more formal RFP process is neither required by FTA rules nor beneficial under the circumstances present here.

• Second, there is unusual and compelling urgency to complete the PTC project. Over and above the federal mandate, the JPB is committed to implementing PTC as soon as possible to improve safety for its commuter rail service. Under FTA rules, this urgency alone justifies an immediate award to Wabtec, especially given the extensive outreach efforts already conducted by the JPB to formulate an effective and completion strategy and the delays caused by Parsons' failure to perform and ultimate contract termination.

• Third, Wabtec's proprietary technology (I-ETMS) makes it uniquely qualified to implement the JPB's PTC system. As discussed above, for commercial and legal reasons the JPB is unable to complete its PTC system with the Alstom technology originally included in the system that Parsons was unable to deliver. I-ETMS is a proven technology, already approved by the FRA for use in PTC systems.

• Fourth in order to operate its service on the portion of the railroad owned by the Union Pacific Railroad (San Jose to Gilroy), the JPB must, for contractual reasons pursuant to a recent agreement with the Union Pacific Railroad, install a Wabtec I-ETMS system on its locomotives operating on the Union Pacific's territory. Were the JPB to use a different technology on part of its territory, there would be inevitable additional interoperability challenges. Implementing a Wabtec system on the JPB's entire service will also avoid additional and unnecessary time and expense associated with multiple contractors installing different technologies on different portions of the JPB's service. FTA regulations allow a non-competitive procurement process for a follow-on contract for continued development or production of highly specialized equipment, in particular when awarding to another contractor would result in substantial duplication or unacceptable delay. Such is the case here. The JPB will also save on future maintenance costs as it will only have to maintain a single on-board system.

• In sum, there are compelling reasons why it is in the public interest for the JPB to award this contract to complete the JPB's PTC system to Wabtec without further competition. The JPB must comply with the federal mandate to implement PTC by the end of 2018. Awarding to any contractor other than Wabtec will require additional time and unnecessary expense. Awarding to any contractor other than Wabtec will present inevitable conflicts with regard to patent and other intellectual property rights, which in turn could prevent a seamless implementation of an interoperable PTC system on both the JPB's and the UPRR’s

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rail corridors. FTA rules recognize a public interest exemption to the ordinary rules for a competitive procurement. That public interest exception assuredly applies here.

After thorough research, Staff believes that Wabtec's technical proposal will best position the JPB to implement this safety-critical project in a manner that complies with federal law. It is in the best interests of the JPB, and assuredly in the public interest, that the JPB award a contract to Wabtec to implement a PTC system for the JPB.

14161865.1

AGENDA ITEM #8 9 MARCH 1, 2018

PENINSULA CORRIDOR JOINT POWERS BOARD

STAFF REPORT

TO: Joint Powers Board THROUGH: Jim Hartnett Executive Director FROM: David Olmeda Chief Operating Officer, Bus SUBJECT: AUTHORIZE THE APPLICATION FOR AND RECEIPT OF SAN MATEO COUNTY

SHUTTLE PROGRAM FUNDS ACTION Staff Coordinating Council (SCC) recommends the Board authorize the Executive Director, or his designee, to:

1. File an application for up to $3,095,100 from the San Mateo County Transportation Authority (TA) and/or the San Mateo City/County Association of Governments (C/CAG) for San Mateo County Shuttle Program funds;

2. Commit up to $2,242,000 in matching funds, if required, for the Caltrain shuttle program, with the funding sources to be identified through the annual JPB operating budget process; and

3. Execute a two-year funding agreement and take any other actions necessary for the purpose of obtaining grant funding through the TA and/or C/CAG for the operation of Caltrain shuttles in San Mateo County.

SIGNIFICANCE Every two years, the Peninsula Corridor Joint Powers Board (JPB) applies for financial assistance from the TA and C/CAG, through the San Mateo County Shuttle Grant Program, to help support Caltrain shuttle operations in San Mateo County. Of the 28 Caltrain shuttles, 13 operate within San Mateo County and are eligible for this fund source. Approval of this item will authorize the Executive Director, or his designee, to apply for and enter into a two-year funding agreement with the TA and/or C/CAG to receive up to $3.09 million in funding for Fiscal Year (FY) 2019 and FY2020. A minimum local match of 25 percent is required for these grant funds. The JPB's match is expected to be funded through a combination of member agency contributions, Bay Area Air Quality Management District (BAAQMD) funds and employer contributions. A list of the shuttles to be proposed for funding through the San Mateo County Shuttle Program is included as Attachment A. BUDGET IMPACT If the shuttle program funds are received, they, along with the required local match, will be included as part of the JPB’s operating budget for FY 2019 and FY 2020. The total estimated budget for the 13 shuttles over the next two years is $5.34 million and is proposed to be funded as shown in the following table.

14161865.1

Preliminary Budget

Fund Source Amount San Mateo County Shuttle Program $3,095,000 Employer Contributions $2,011,000 JPB Member Agency Funds $231,000 Total $5,337,000

The JPB also anticipates that it will receive funding from BAAQMD in both FY 2019 and FY 2020 through a competitive call for projects later in calendar year 2018 and again in 2019. Funding from the BAAQMD program fluctuates from year to year and any funds received from the BAAQMD will reduce the TA and JPB member agency contributions to the program. In the last two years, approximately $400,000 has been received annually from the BAAQMD to fund the 13 San Mateo County Caltrain shuttles. BACKGROUND The San Mateo County Shuttle Grant Program is jointly administered by the TA and C/CAG. The program is funded through Measure A, a half-cent sales tax in San Mateo County, and the C/CAG Local Transportation Services Program under the Countywide Congestion Relief Plan. Caltrain shuttles provide a last-mile connection between Caltrain Stations and employers. In addition to the TA/C/CAG funds, Caltrain shuttle operations are supported by funding from BAAQMD's Transportation Fund for Clean Air (TFCA), JPB local funds and contributions from employers. Prepared By: Peter Skinner, Manager, Grants and Fund Programming 650.622-7818

Attachment A

List of JPB Shuttles to be Funded by the San Mateo County Shuttle Program

Bayshore Brisbane Commute

Belmont/Hillsdale

Broadway/Millbrae

Burlingame Bayside BART/Caltrain

Campus Drive Area

Electronic Arts (EA)

Lincoln Centre

Mariners Island

Norfolk Area

Oracle

Pacific Shores

Sierra Point Millbrae

Twin Dolphin

Page 1 of 3 14161866.1

RESOLUTION NO. 2018 –

BOARD OF DIRECTORS, PENINSULA CORRIDOR JOINT POWERS BOARD STATE OF CALIFORNIA

* * *

AUTHORIZING APPLICATION FOR AND RECEIPT OF SAN MATEO COUNTY SHUTTLE

PROGRAM FUNDS

WHEREAS, on June 7, 1988, the voters of San Mateo County approved a ballot

measure to allow the collection and distribution by the San Mateo County

Transportation Authority (TA) of a half-cent transactions and use tax in San Mateo

County for 25 years, with the tax revenues to be used for highway and transit

improvements pursuant to the Transportation Expenditure Plan presented to the voters

(Original Measure A); and

WHEREAS, on November 2, 2004, the voters of San Mateo County approved the

continuation of the collection and distribution by the TA the half-cent transactions and

use tax for an additional 25 years to implement the 2004 Transportation Expenditure

Plan beginning January 1, 2009 (New Measure A); and

WHEREAS, the Board of Directors of the City/County Association of Governments

(C/CAG) of San Mateo County, at its February 14, 2002, meeting approved the

Congestion Relief Plan and subsequently reauthorized the Congestion Relief Plan in

2007, 2010, and 2015; and

WHEREAS, a component of the C/CAG Congestion Relief Plan is to support Local

and Employer Based Shuttle Programs; and

WHEREAS, the TA and C/CAG issued a joint Call for Projects for the San Mateo

County Shuttle Program on December 18, 2017, and

Page 2 of 3 14161866.1

WHEREAS, the TA and C/CAG require a resolution from the Peninsula Corridor

Joint Powers Board (JPB) in support of the JPB’s application for San Mateo County

Shuttle Program to support the JPB’s shuttle program; and

WHEREAS, there is a need to provide last-mile transit connections between

Caltrain stations and major employment centers in San Mateo County; and

WHEREAS, the Caltrain shuttle program serves San Mateo County commuters by

providing this last-mile transit connection; and

WHEREAS, to support the Caltrain shuttle program, the JPB seeks $3,095,100 in San

Mateo County Shuttle Program funds, which would require matching funds of

$2,242,000.

NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of the Peninsula

Corridor Joint Powers Board by adopting this resolution hereby:

1. Authorizes the Executive Director, or his designee to file an application for

up to $3,095,100 with the San Mateo County Transportation Authority and the

City/County Association of Governments for San Mateo County Shuttle Program funds.

2. Commits up to $2,242,000 in required matching funds for the Caltrain

shuttle program, to be identified through the annual JPB operating budget.

3. Authorizes the Executive Director, or his designee, to execute a two-year

funding agreement and take any other actions necessary for the purpose of obtaining

grant funding through the TA and/or C/CAG for the operation of Caltrain shuttles in San

Mateo County.

Page 3 of 3 14161866.1

Regularly passed and adopted this 1st day of March, 2018 by the following vote:

AYES:

NOES:

ABSENT:

Chair, Peninsula Corridor Joint Powers Board

ATTEST:

JPB Secretary

AGENDA ITEM # 9 10 MARCH 1, 2018

PENINSULA CORRIDOR JOINT POWERS BOARD STAFF REPORT

TO: Joint Powers Board THROUGH: Jim Hartnett

Executive Director

FROM: Michelle Bouchard Chief Operating Officer, Rail

SUBJECT: SAN JOSE DIRIDON STATION PLANNING UPDATE ACTION This report is for information only. No Board action is required at this time. SIGNIFICANCE Peninsula Corridor Joint Powers Board (JPB) staff will make a presentation to provide an update regarding the planning efforts underway for the San Jose Diridon Station. BUDGET IMPACT There is no budget impact associated with receiving this presentation. BACKGROUND Staff will provide a presentation to the Board regarding the planning activities for the San Jose Diridon Station. The San Jose Diridon Station is a major transit hub located within downtown San Jose, the nation’s 10th largest city. It is a historic train depot with not only Caltrain transit service but also service provided by Amtrak long distance, Capitol Corridor Joint Powers Authority (CCJPA), Altamont Commuter Express (ACE), and VTA light rail and bus service. The JPB is the owner of the historic station depot, the Caltrain parking lots, the area of the bus loop, and the tracks and platforms. As the landowner, the JPB has a vested stake in the planning process not just for potential shaping of the station itself, but also with the surrounding area development. With the planned addition of Bay Area Rapid Transit (BART) and California High Speed Rail Service (CAHSR) at San Jose Diridon Station, as well as expanded Caltrain, ACE, Capitol Corridor and Amtrak service, the future of the station is expected to become one of the busiest intermodal stations in North America. Private development of the surrounding area in conjunction with the City of San Jose is accelerating, providing opportunities to fully integrate development with the station itself. In recent months,

Google has publically announced intentions for development near the San Jose Diridon Station. Caltrain, City of San Jose, CAHSR, and VTA have formed a public agency partnership to coordinate the respective capital projects in a manner that realizes the potential for both the transit station facilities and the surrounding development area in an integrated fashion. Planning efforts have been on-going for some time and JPB and its partners are committed to the planning of reinventing the Station to reflect the cutting edge of commercial development and transportation by seeking a bold, new vision. To realize the Partner Agencies’ shared vision for the Station, an implementation strategy is needed to inform the Partner Agencies on how best to ultimately fund, design, construct, and operate the intermodal station that catalyzes local and regional development. The Partner Agencies agree that a unified vision and cohesive strategy for investments at the Station and the broader Station area is anticipated to generate more value than if the Partner Agencies planned and acted on development opportunities individually. To aid in the facilitation of the planning work but to also assist the Partner agencies with creating an Integrated Station Concept Plan, a consultant team will be hired in early 2018. The Consultant, familiar with complex, multi-agency infrastructure and urban design projects, such as major capital transit projects, will strategize concepts to ensure that constraints and conflicts are properly handled and resolved between the Partner Agencies, as well as facilitate decision-making at key milestones. The Consultant will also coordinate with additional project stakeholders, participate in various Board and City Council meetings, and assist in coordinating public outreach efforts amongst the Partner Agencies. In addition to spatial layout and sketches of the future Station, including track envelope, the Plan is intended to provide strategies for (i) navigating the phasing of construction; (ii) environmental clearance and permitting process at the National, State, and Local levels; and (iii) funding, staffing, and operation of the future Station. Staff is working with the Partner Agencies on a Cooperation Agreement to outline the roles, responsibilities, and process for management and oversight of this Consultant. Each Partner Agency is also contributing toward the Consultant contract. The contracting agency is VTA, but management of the work will be via all four Partner Agencies. The VTA procured the services via Request for Qualifications and a top-rated offeror has been selected. The Partner Agencies are in the process of scope of work development with the top-rated proposer, which will formulate the Consultant budget. This planning update is intended to provide the Board members an overview of the latest efforts in anticipation of the Cooperation Agreement being finalized for action in late Spring 2018. Prepared by: Elizabeth Scanlon, Director of Planning 650.295.6867