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BOARD OF DIRECTORS 2020DAVE PINE, CHAIRDEVORA “DEV” DAVIS, VICE CHAIRJEANNIE BRUINSCINDY CHAVEZRON COLLINSSTEVE HEMINGERCHARLES STONESHAMANN W ALTONMONIQUE ZMUDAJIM HARTNETTEXECUTIVE DIRECTORAGENDAPENINSULA CORRIDOR JOINT POWERS BOARDBacciocco Auditorium, 2nd Floor1250 San Carlos Avenue, San Carlos CAMarch 5, 2020 – Thursday(Immediately following the 8:30 am SpecialBoard Meeting or 9:00 am, whichever is later)1. Call to Order / Pledge of Allegiance2. Swearing-in of Steve Heminger Representing the San Francisco MunicipalTransportation Agency (SFMTA)3. Roll Call4. Public Comment For Items Not on the AgendaComments by each individual speaker shall be limited to two (2) minutes. Items raised that require a response will be deferredfor staff reply.5. Consent CalendarMembers of the Board may request that an item under the Consent Calendar be considered separatelya. Approve Special and Regular Meeting Minutes of February 6, 2020MOTIONb. Receive Key Caltrain Performance StatisticsMOTIONc. Receive State and Federal Legislative UpdateMOTIONApproved by the Finance Committeed. Accept Statement of Revenues and Expenditures for January 2020MOTIONe. Disposition of Taylor Dunn Electric CartsMOTIONf.RESOLUTIONAuthorize the Application for and Receipt of Annual Cap and TradeFunding for the Peninsula Corridor Electrification Project (PCEP)g. Authorize the Executive Director to execute Amendment No. 2 toSupplemental Agreement No. 2 with Pacific Gas and Electric forconstruction of 115 kilovolt Interconnections for the PeninsulaCorridor Electrification ProjectRESOLUTIONNote: All items appearing on the agenda are subject to action by the Board. Staff recommendations are subject to change by the Board.Page 1 of 3

Peninsula Corridor Joint Powers Board6. Report of the Chaira. Resolution of Appreciation for former Director Cheryl BrinkmanRESOLUTION7. Report of the Executive Directora. Peninsula Corridor Electrification Project Monthly Progress ReportINFORMATIONALb. Monthly Report on Positive Train Control ProjectINFORMATIONAL8. Report of the Citizens Advisory CommitteeINFORMATIONAL9. Report of the Work Program-Legislative–Planning (WPLP) Committeea. Caltrain Business Plan - Update Covering January & February 2020INFORMATIONALb. Senate Bill 797 ImplementationINFORMATIONAL10. Report from Special Counsel Ad Hoc Committee: Award of Contract toOlson Remcho LLP for Special Counsel Services11. Correspondence12. Board Member Requests13. General Counsel Reporta. Closed Session: Conference with Real Property NegotiatorsGovernment Code Section 54956.8:Property Location: Near intersection of Asbury Street (vacated) andCaltrain tracks, San Jose, CA, APN 259-09-049Agency Negotiators: Joan L. Cassman, General Counsel and BrianFitzpatrick Director, Real Estate & DevelopmentNegotiating Parties: Union Pacific Railroad CompanyUnder negotiation: Price and terms of payment14. Date/Time of Next Regular Meeting: Thursday, April 2, 2020 at 9:00 am,San Mateo County Transit District Administrative Building, 2nd Floor, 1250San Carlos Avenue, San Carlos, CA15. AdjournPage 2 of 3RESOLUTION

Peninsula Corridor Joint Powers BoardINFORMATION FOR THE PUBLICAll items appearing on the agenda are subject to action by the Board. Staffrecommendations 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. Communicationsto the Board of Directors can be emailed to board@caltrain.com.Free translation is available; Para traducción llama al 1.800.660.4287; 如需翻译,请电1.800.660.4287Location, Date and Time of Regular MeetingsRegular meetings are held at the San Mateo County Transit District AdministrativeBuilding located at 1250 San Carlos Avenue, San Carlos, one block west of theSan Carlos Caltrain Station on El Camino Real, accessible by SamTrans bus Routes ECR,260, 295 and 398. Additional transit information can be obtained by calling1.800.660.4287 or 511.The JPB meets regularly on the first Thursday of the month at 9:00 a.m. The JPB CitizensAdvisory 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 CommentIf you wish to address the Board, please fill out a speaker’s card located on the agendatable and hand it to the JPB Secretary. If you have anything that you wish distributed tothe Board and included for the official record, please hand it to the JPB Secretary, whowill distribute the information to the Board members and staff.Members of the public may address the Board on non-agendized items under thePublic Comment item on the agenda. Public testimony by each individual speakershall be limited to two minutes and items raised that require a response will be deferredfor staff reply.Accessible Public Meetings/TranslationWritten materials in appropriate alternative formats, disability-relatedmodification/accommodation, as well as sign language and foreign language interpretersare available upon request; all requests must be made at least 72 hours in advance of themeeting or hearing. Please direct requests for disability-related modification and/orinterpreter services to the Title VI Administrator at San Mateo County Transit District, 1250San Carlos Avenue, San Carlos, CA 94070-1306; or email titlevi@samtrans.com; orrequest by phone at 650-622-7864 or TTY 650-508-6448.Availability of Public RecordsAll public records relating to an open session item on this agenda, which are notexempt from disclosure pursuant to the California Public Records Act, that aredistributed to a majority of the legislative body will be available for public inspection at1250 San Carlos Avenue, San Carlos, CA 94070-1306, at the same time that the publicrecords are distributed or made available to the legislative body.Page 3 of 3

AGENDA ITEM # 5(a)Peninsula Corridor Joint Powers BoardBoard of Directors1250 San Carlos Avenue, San Carlos CA 94070MINUTES OF FEBRUARY 6, 2020SPECIAL MEETINGMEMBERS PRESENT:C. Brinkman, J. Bruins (arrived at 8:39 am), C. Chavez, R. Collins,D. Davis (Vice Chair), D. Pine (Chair) (arrived at 8:40 am),C. Stone, S. Walton (arrived at 8:40 am), M. ZmudaMEMBERS ABSENT:NoneSTAFF PRESENT:J. Hartnett, J. Cassman, M. Bouchard, C. Boland, J. Brook1. CALL TO ORDERVice Chair Dev Davis called the meeting to order at 8:34 am.2. ROLL CALLAssistant District Secretary Christine Boland called the roll and confirmed a quorum.3. GENERAL COUNSEL REPORTClosed Session: Public Employee Performance Evaluation Pursuant To GovernmentCode Section 54957(B)(1) Title: Executive DirectorPublic Comment:Roland Lebrun, San Jose, stated that the eight-car Stadler EMU (electric multiple unit)would not fit the Centralized Equipment Maintenance and Operations Facility (CEMOF)and also called for the resignation of Michelle Bouchard, Chief Operating Officer, Rail.The Board convened a closed session at 8:36 am.The Board reconvened into open session at 9:01 am.Jim Hartnett, Executive Director, reported no disclosures from the closed session.4.ADJOURNThe special meeting adjourned at 9:02 am.Page 1 of 1

DRAFTPeninsula Corridor Joint Powers BoardBoard of Directors Meeting1250 San Carlos Avenue, San Carlos CAAGENDA ITEM #5(a)MINUTES OF FEBRUARY 6, 2020MEMBERS PRESENT: D. Pine (Chair), C. Brinkman, J. Bruins, C. Chavez, R. Collins, D. Davis,C. Stone, S. Walton, M. ZmudaMEMBERS ABSENT:NoneSTAFF PRESENT:J. Hartnett, C. Mau, J. Cassman, M. Bouchard, A. Chan, J. Funghi,D. Hansel, S. Murphy, M. Jones, S. Petty, C. Boland, J. Brook1. CALL TO ORDER / PLEDGE OF ALLEGIANCEChair Dave Pine called the meeting to order at 9:05 am.l2. ROLL CALLAssistant District Secretary Jean Brook called the roll and confirmed a quorum.3. PUBLIC COMMENT FOR ITEMS NOT ON THE AGENDARoland Lebrun, San Jose, suggested eliminating the baby bullet, size of electric vehicleunits, and employee relations.Jeff Carter, Millbrae, expressed support for Seamless Bay Area.4. CONSENT CALENDARMotion/Second: Stone/Collins approved the Consent Calendar, as amended to item4.a., below:Ayes: Brinkman, Bruins, Chavez, Collins, Davis, Stone, Walton, Zmuda, PineNoes: NoneAbsent/Abstain: Nonea. Approve Meeting Minutes of January 9, 2020Director Chavez requested two amendments to the January 9, 2020 Minutes, asfollows:Page 2, Consent Calendar, item 6.g., Adopt Resolution 2020-02, Adopting thePeninsula Corridor Joint Powers Board’s 2019 Title VI Program:“Director Chavez requested a brief presentation at the Committee or Board level tosee how the Title VI issue is being addressed.”Page 2, Consent Calendar, item 6.b., Received Key Caltrain Performance Statistics

Peninsula Corridor Joint Powers Board MeetingMinutes of February 6, 2020“Director Chavez requested that a discussion take place between SamTrans andValley Transportation Authority and other operators regarding a regional approachto recruiting bus operators, with particular outreach to women.”b.c.d.e.f.Receive Key Caltrain Performance StatisticsReceive State and Federal Legislative UpdateAccept Statement of Revenues and Expenditures for December 2019Approved By Resolution No. 2020-4, Authorize an Amendment to the Contractwith Eide Bailly LLP for Financial Audit ServicesDiridon Integrated Station Concept Plan – Acceptance of Decision 3 of ConceptLayoutVice Chair Davis clarified that the project was approved conceptually, with nospecific decisions on funding, timelines, or track numbers yet.Approved by the Work Program-Legislative-Planning Committee:g. Approved by Resolution No. 2020-5, Adoption of the Caltrain Rail Corridor UsePolicyPublic Comment:Jeff Carter, Millbrae, commented on the Rail Corridor Use Policy (RCUP) and retentionof Caltrain land for future uses.h. Caltrain Business Plan - Update Covering December 2019 and January 20205.REPORT OF THE CHAIRa. Board Committee Appointments Director Monique Zmuda would replace Director Walton on the FinanceCommittee. Chair Pine expressed appreciation to Director Walton for his serviceon the committee. Director Bruins was appointed to chair the Local Policy Makers Group;Chair Pine provided the following updates:A Request for Proposals (RFP) for special Legal Counsel services was developedfollowing discussion at the Board’s workshop in November. Four firms were invited tointerview and the finalist would be brought to the Board in March for award ofcontract. The Governance ad-hoc committee (Walton Chavez and Pine) would hold itsfirst meeting in February with the assistance of facilitator Grace Crunican. Attended a seven-agency meeting regarding Senate Bill 797; a sales tax fundingmeasure.Page 2 of 6

Peninsula Corridor Joint Powers Board MeetingMinutes of February 6, 20206. REPORT OF THE EXECUTIVE DIRECTORJim Hartnett, Executive Director, provided the following updates: Seven party meetings for potential funding measure: there was goodparticipation, the group scheduled three meetings successive, and a tentativeinformational item to be brought to the BoardDraft resolution circulated for comments; refining language; will be agendizedfor the February Work Program-Legislative-Planning (WPLP) Committee, and aninformation item to be scheduled for the March Board meetingMeans-based fare: MTC (Metropolitan Transportation Commission) is workinghard to get pilot program off the ground now “Clipper start program” stafffocused on the launch, including anticipated an marketing launch in April,discount go live in May (Caltrain, BART, Muni, Golden Gate bus and ferry) willcome back to the Board for contracts.Clipper Executive Board created a task force on fare integration andcoordination, Jim Hartnett will chair the task force, the first meeting will be theend of this month, and will update Board on milestone studiesOrganizational assessment, organizational capacity ARUP retained by Caltrain toassess organizational capacity to achieve recommendations in the Business Plan,the is effort underway and kicked off this week with interviews, and provideGovernance Ad Hoc Committee workDirector Chavez asked about the scope of the ARUP contract, capacity on rail side,and leveraging staff. Michelle Bouchard, Chief Operating Officer, Rail, spoke aboutvarious workstreams: assessing the efficacy of the shared services, understandingoverall railroad capacity, and looking at the TASI contract with other ongoing studies.Director Charles Stone and Director Cheryl Brinkman commended staff on the farestudy and equity issue.a. Peninsula Corridor Electrification Project Monthly Report and Quarterly ReportJohn Funghi, Chief Officer, Caltrain Planning/CalMod, provided a monthly update onthe electrification project; highlights included foundation work, the interconnectionpole subcontractor, tunnel modifications, EMU (electric multiple unit) contracts,operational tests, program financials, FTA (Federal Transit Administration) projectmanagement oversight consultant quarterly report, and Balfour Beatty’s completiondate.Director Brinkman reported that the PCEP Ad Hoc Committee discussed foundationproductivity, Balfour Beatty construction progress, and accountability.Public Comment:Roland Lebrun, San Jose, commented on tunnel poles, EMU schedules, dual-speedsolutions, and tracks circuits.Mr. Hartnett expressed appreciation for the contributions by Ms. Bouchard.Page 3 of 6

Peninsula Corridor Joint Powers Board MeetingMinutes of February 6, 2020b. Monthly Report on Positive Train Control ProjectMs. Bouchard provided an update on interoperability testing with Amtrak, safetycertification timeframes, operational budget, and critical safety system maintenance.Director Brinkman thanked the City and County of San Francisco for their collaboration.Public Comment:Roland Lebrun, San Jose, commented on PTC (positive train control) deadlines andexpenditures.7.REPORT OF THE CITIZENS ADVISORY COMMITTEEBrian Shaw, Chair, Caltrain Citizens Advisory Committee, provided an update; highlightsincluded Mr. Shaw’s nomination as CAC Chair with Adrian Brandt as Vice-Chair, CACrequests and comments, and future CAC agenda items.8.DELEGATION OF AUTHORITY TO THE GENERAL MANAGER/CEO TO EXECUTE REVENUENEUTRAL AGREEMENTS FOR CALTRAIN SPECIAL EVENT SERVICECatherine David, Principal Planner, Caltrain Operations Planning, discussed keyobjectives, including mitigating financial risk, providing adequate services, andestablishing partnerships (Oracle Park, Chase Center, Levi Stadium, SAP, etc.) toincrease ridership.Approved by Resolution No. 2020-6Motion/Second: Chavez/DavisAyes: Brinkman, Bruins, Chavez, Collins, Davis, Stone, Walton, Zmuda, PineNoes: NoneAbsent: None9.REPORT OF THE WORK PROGRAM-LEGISLATIVE–PLANNING (WPLP) COMMITTEEMr. Hartnett said the RCUP (Rail Corridor Use Policy) informs Caltrain of potential limitedproperty opportunities not earmarked for current or future use. He outlined policy goals(sustainable transportation, value creation, equity, complete communities) andstrategic objectives (encouraging transit, supporting development, generating revenuestreams, leveraging capital projects land acquisitions, workforce development). Henoted the limitations and emphasized the importance to Caltrain staff and Boardvalues.a. Recommend Adoption of Transit-Oriented Development (TOD) PolicyBrian Fitzpatrick, Director of Real Estate and Property Development, provided apresentation, highlights included the following: purpose and scope of TOD policy;history of Board and WPLP meetings; preliminary findings from RCUP; Board and WPLPcomments from previous meetings; overview of economics of requiring affordablehousing, replacement parking and potential soil remediation; BART and VTA TODpolicies in regards to affordable housing; WPLP recommendation for affordablehousing; and, Board adoption of the TOD policy.Page 4 of 6

Peninsula Corridor Joint Powers Board MeetingMinutes of February 6, 2020Director Bruins left the meeting at 10:41 amMr. Fitzpatrick and Mr. Hartnett responded to Board questions, which included thefollowing: details on the percentage of developable opportunities, right of first refusal,hotels as allowable use, and density requirements,The meeting recessed at 10:48 am and reconvened at 10:58 am.Public Comment:Leora Tanjuatco, San Mateo Housing Leadership Council, expressed support forprioritizing affordable housing on public land.Jonathan Erwin Frank, Tenant Attorney, commented on the Surplus Land Act, itsrequirements, and expressed support for right of first refusal.Vaughn Wolffe, Pleasanton, discussed factors on increasing housing prices andrestricting empty investment properties.Jeff Carter, Millbrae, expressed support for the TOD, affordable housing, and stationparking.Justin Wang, Greenbelt Alliance, discussed affordable housing near transit contributingto climate goals while supplying riders who would more likely take transit.Adina Levin, Friends of Caltrain, commented on Caltrain numbers differing from Bartand VTA numbers, height and density standards, parking, and grade separation.Kelsey Banes, Peninsula for Everyone, discussed access to quality housing for veteransand people rebuilding their lives with no access to transportation otherwise.Rob Nielsen, Palo Alto, expressed support for 30 percent inclusionary goal and theminimum height requirement.Roland Lebrun, San Jose, discussed TOD, railroad ties, complexity of raised stations, rethinking Redwood junction for Caltrain for two stops.Eric Zigman, Executive Director, Golden Gate Regional Center, discussed servingpeople with multiple disabilities with affordable housing near transit.Director Zmuda asked about Request for Proposals (RFPs) in regards to the nonprofitsector and affordable developers. Mr. Fitzpatrick said the objective is to set goals thatreflect Caltrain values created at this meeting and encourage affordable developersto compete.Director Stone said the issue of housing on transit agency land is a bit more complexcompared to other government land. He expressed support for TOD and discussedhotel based housing.Director Walton expressed support for omitting hotels from the policy.Page 5 of 6

Peninsula Corridor Joint Powers Board MeetingMinutes of February 6, 2020Director Collins expressed support for setting a higher standard for minimum affordabilitylevels as the right thing to do.Chair Pine said the Board has set a good example for standards for analyzing complexissues in this policy, with this policy and its 30 percent minimum.Approved by Resolution No. 2020-7Motion/Second: Davis/Brinkman moved to approve the Transit-Oriented Development(TOD) policy with an amendment to designate a 50-unit, four-stories-per-acre minimumrequirement on residential projects, as recommended by staff.Ayes:Brinkman, Chavez, Collins, Davis, Stone, Walton, Zmuda, PineNoes:NoneAbsent: BruinsDirector Walton left the meeting at 11:35 am10. CORRESPONDENCECorrespondence was included in the Board's reading folders and on line.11. BOARD MEMBER REQUESTSNone.12. GENERAL COUNSEL REPORTNone.13. DATE/TIME OF NEXT REGULAR MEETING: Thursday, March 5, 2020 at 9:00 am, SanMateo County Transit District Administrative Building, 2nd Floor, 1250 San Carlos Avenue,San Carlos, CA14. ADJOURNThe meeting adjourned at 11:36 am in memory of retired Bus Maintenance Supervisor,Elliott Rivas; husband of Bus Transportation Manager, Ana Rivas.An audio/video recording of this meeting is available online at www.caltrain.com. Questions may bereferred to the Board Secretary's office by phone at 650.508.6242 or by email to board@caltrain.com.Page 6 of 6

AGENDA ITEM #5(b)MARCH 5, 2020PENINSULA CORRIDOR JOINT POWERS BOARDSTAFF REPORTTO:Joint Powers BoardTHROUGH:Jim HartnettExecutive DirectorFROM:Michelle BouchardChief Operating Officer, RailSUBJECT:KEY CALTRAIN PERFORMANCE STATISTICS – JANUARY 2020ACTIONStaff Coordinating Council recommends that the Board receive the PerformanceStatistics Report for January 2020.SIGNIFICANCEStaff will provide monthly updates to Key Caltrain Per

end of this month, and will update Board on milestone studies Organizational assessment, organizational capacity ARUP retained by Caltrain to assess organizational capacity to achieve recommendations in the Business Plan, the is effort underway and kicked off this week with interviews, and provide Governance Ad Hoc Committee work Public .

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