UNIQUELY QUALIFIED FULLY COMMITTED

Orange County Transportation Authority

Presented to

LOSSAN Board of Directors

June 14, 2013 Managing agency to oversee state-supported intercity passenger rail service in the

Los Angeles — San Diego — San Luis Obispo (LOSSAN) rail corridor

FULLY COMMITTED

UNIQUELYQUALIFIED

June 14, 2013

Los Angeles-San Diego-San Luis Obispo (LOSSAN) Rail Corridor Agency 401 B Street, Suite 800 San Diego, CA 92101

Dear LOSSAN Board of Directors and Selection Committee Members:

As the owner of 42 miles of railroad right-of-way along the LOSSAN Rail Corridor through the heart of Orange County, the Orange County Transportation Authority (OCTA) has a vested interest in the success of passenger rail service in southern California. OCTA’s demonstrated commitment to improving passenger rail service on the LOSSAN Corridor – from management of rail capital projects and safety enhancements, to planning expanded rail service and station improvements – make our agency uniquely qualified to serve as the first local Managing Agency to oversee state-funded Pacific Surfliner intercity rail service.

The LOSSAN Corridor serves as the backbone of OCTA’s multimodal transportation system and has been an integral part of our transit infrastructure since the tracks were first laid by the Atchison, Topeka and Santa Fe (Santa Fe) Railway in the late 1880s. Unlike our neighbors in Los Angeles and San Diego, Orange County does not currently have light-rail or subway service. Instead, the passenger rail service provided by Amtrak and Metrolink on the LOSSAN Corridor to Orange County’s 11 stations is our regional rail system, and thus a major focus of OCTA’s attention and investment.

OCTA has demonstrated its commitment to enhancing passenger rail service on the LOSSAN Corridor though the nearly $1 billion in capital investments it has made since first purchasing 42 miles of the LOSSAN Corridor from the Santa Fe Railway in 1992. OCTA has funded and managed dozens of projects that have enhanced capacity and improved reliability, including double tracking, signal upgrades, and station and parking improvements. Our ability to think and act regionally has led us to support projects that provide the biggest benefit to travel time and reliability on the entire LOSSAN Corridor, even when that means priority is given to projects in neighboring counties.

OCTA has demonstrated its commitment to safety on the LOSSAN Corridor, recently funding and managing a $93 million grade crossing safety program that enhanced safety at 52 at-grade crossings in Orange County, including 41 crossings along the LOSSAN Corridor. The program has been widely praised as a model for other rail agencies around the nation. OCTA also worked with local cities and rail operators to fund and/or manage seven grade separation projects to help improve both traffic flow and rail safety in Orange County, including three that are currently under construction, with nine more currently in the planning and design stages. OCTA was also the first Metrolink member agency to fully fund its share of the Positive Train Control program.

OCTA has forged strong working relationships with key stakeholders in the corridor, including Metrolink, Amtrak, BNSF Railway, the California Department of Transportation, the California Public Utilities Commission, the Federal Railroad Administration, station cities, and, of course, the members of the LOSSAN Rail Corridor Agency. These relationships are critical to successfully delivering complex projects involving multiple agencies, each with different needs and priorities. We have worked to strengthen partnerships with our fellow LOSSAN member agencies up and down the 351-mile corridor through our leadership on a number of important projects.

LETTER OF TRANSMITTAL

Orange County Transportation Authority | LOSSAN Managing Agency Proposal 1

Most recently, OCTA led the regional chief executive officer working group that helped to build consensus on a number of complex issues related to the formation of a new LOSSAN Joint Powers Authority (JPA). Before that, OCTA funded and managed contracts for the LOSSAN Strategic Assessment and Quick Improvements Study, and the operational modeling work conducted as part of the LOSSAN Strategic Implementation Plan, which helped pave the way for the formation of a new LOSSAN JPA. OCTA’s track record as a team player with a regional focus speaks to our ability to be a strong and successful leader as the LOSSAN Managing Agency.

Time after time, OCTA has proven its ability to leverage available funding to do more with less. We worked with our partners in the LOSSAN Corridor to apply for, and successfully secure, $125 million in federal grant funding for capacity-enhancing rail capital projects through the High-Speed Intercity Passenger Rail Program. We also partnered with the local air quality management district to launch innovative grant-funded services like the Angels Express and Ducks Express, which have made passenger rail a viable travel option for tens of thousands of sports fans.

Though improving passenger rail service is one of OCTA’s highest priorities, OCTA is a truly multimodal transportation agency with 1,522 dedicated employees that brings a breadth of management experience in a number of different transportation modes. OCTA operates one of the largest bus and paratransit systems in the United States, oversees successful tolled express lanes, provides oversight of Metrolink commuter rail operations, and funds and manages multi-million dollar highway projects, local road improvements, bicycle and pedestrian enhancements, countywide motorist services, and a taxicab administration program. The OCTA Board of Directors recently approved a $1.26 billion balanced budget for fiscal year 2013-14.

Across all modes, OCTA has a strong record of efficient, effective, and fiscally sound management practices, and a focus on providing quality services to all OCTA customers and stakeholders. OCTA has won numerous awards for its financial reporting practices, as well as its audit and risk management programs, and is widely respected for its fiscal responsibility and prudent management of Orange County’s local sales-tax program. Our agency also has award-winning marketing and communications programs, as well as an extensive array of employee training and wellness services.

OCTA is uniquely prepared to implement the LOSSAN Board of Directors’ vision for the nation’s second busiest intercity passenger rail corridor in a strategic, cost effective, and collaborative manner. OCTA has the experience, skills, and staffing necessary to further raise the profile of Pacific Surfliner intercity rail service and ensure the LOSSAN Board is able to deliver a transportation option that is more responsive to local needs, issues, and passenger demands, while still preserving statewide connectivity and controlling costs. OCTA is excited by the opportunities that lie ahead for the LOSSAN Corridor and is confident that it is the Managing Agency best prepared to lead LOSSAN into the future.

If you have questions on this proposal or need additional information, please contact Jennifer Bergener, Director of Rail Programs and Facilities, at 714-560-5462, or [email protected].

Sincerely,

Darrell Johnson Chief Executive Officer


number of complex issues related to the formation of a new LOSSAN Joint Powers Authority (JPA). Before that, OCTA funded and managed contracts for the LOSSAN Strategic Assessment and Quick Improvements Study, and the operational modeling work conducted as part of the LOSSAN Strategic Implementation Plan, which helped pave the way for the formation of a new LOSSAN JPA. OCTA’s track record as a team player with a regional focus speaks to our ability to be a strong and successful leader as the LOSSAN Managing Agency.

Time after time, OCTA has proven its ability to leverage available funding to do more with less. We worked with our partners in the LOSSAN Corridor to apply for, and successfully secure, $125 million in federal grant funding for capacity-enhancing rail capital projects through the High-Speed Intercity Passenger Rail Program. We also partnered with the local air quality management district to launch innovative grant-funded services like the Angels Express and Ducks Express, which have made passenger rail a viable travel option for tens of thousands of sports fans.

Though improving passenger rail service is one of OCTA’s highest priorities, OCTA is a truly multimodal transportation agency with 1,522 dedicated employees that brings a breadth of management experience in a number of different transportation modes. OCTA operates one of the largest bus and paratransit systems

operations, and funds and manages multi-million dollar highway projects, local road improvements, bicycle and pedestrian enhancements, countywide motorist services, and a taxicab administration program. The OCTA

a focus on providing quality services to all OCTA customers and stakeholders. OCTA has won numerous awards

also has award-winning marketing and communications programs, as well as an extensive array of employee training and wellness services.

OCTA is uniquely prepared to implement the LOSSAN Board of Directors’ vision for the nation’s second busiest intercity passenger rail corridor in a strategic, cost effective, and collaborative manner. OCTA has the experience,

LOSSAN Board is able to deliver a transportation option that is more responsive to local needs, issues, and passenger demands, while still preserving statewide connectivity and controlling costs. OCTA is excited by

prepared to lead LOSSAN into the future.

If you have questions on this proposal or need additional information, please contact Jennifer Bergener, Director

Sincerely,

Darrell Johnson




ORANGE COUNTY TRANSPORTATION AUTHORITY

TABLE OF CONTENTS

Table of ContentsIntroduction & Agency Overview

Approach to Scope of Work

Cost ProposalReference M

aterials

INTRODUCTION Understanding of Existing LOSSAN Corridor Vision for the LOSSAN Corridor Managing Agency Duties

AGENCY OVERVIEW About OCTA OCTA’s LOSSAN Corridor Experience

SCOPE OF WORK TASK ONE: Administrative Services Agreement TASK TWO: Staff Transition Plan & Interim Work Plan TASK THREE: Interagency Transfer Agreement TASK FOUR: Managing Agency Facilities and Staffing Organization Chart TASK FIVE: Agency Budget Annual Budget Timeline TASK SIX: Key LOSSAN Initiatives

COST PROPOSAL

RESOURCE MATERIALS

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TABLE OF CONTENTS

INTRODUCTION AND AGENCY OVERVIEW






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Understanding of Existing LOSSAN CorridorThe 351-mile Los Angeles – San Diego – San Luis Obispo Rail Corridor (LOSSAN Corridor) travels through a six-county coastal region in Southern California and is the second busiest intercity passenger rail corridor in the United States. The LOSSAN Corridor service includes 41 stations and more than 150 daily passenger trains, with an annual ridership of more than 2.7 million on Amtrak Pacific Surfliner intercity trains and 4.5 million on Metrolink and COASTER commuter trains.

The Pacific Surfliner service operated by Amtrak is currently funded predominately with State dollars, and will be 100 percent State funded after new federal legislation under Section 209 of the federal Passenger Rail Improvement and Investment Act (PRIIA) of 2008 takes effect beginning in October 2013. The Pacific Surfliner service currently has an annual operating budget of approximately $130 million.

The majority of the passenger cars and locomotives currently utilized in Pacific Surfliner service are owned by Amtrak. Only 10 of the 50 Pacific Surfliner passenger cars used in the corridor are state-owned,

and all 10 locomotives assigned to the Pacific Surfliner are Amtrak-owned. Amtrak also owns the maintenance yard in Los Angeles used to service Pacific Surfliner trains. Amtrak currently uses nine trainsets to protect the 22 daily Pacific Surfliner trains, including bi-level Surfliner/Superliner trainsets and one low-level Horizon/Amfleet trainset.

The quality of the railroad infrastructure on the LOSSAN corridor varies greatly, from 90 mile per hour, predominately double track territory in Orange County with powered switches and advanced signal systems, to predominately single-track territory with numerous hand-thrown switches on the northern end of the corridor between Los Angeles and San Luis Obispo.

Amtrak currently operates 22 daily Pacific Surfliner trains between Los Angeles and San Diego, with 10 trains extending to Santa Barbara/Goleta and four to San Luis Obispo. Coaster operates 22 daily commuter trains between Oceanside and San Diego, and Metrolink operates more than 60 daily commuter trains on some parallel segments of the LOSSAN Corridor between Oceanside and Moorpark. The number of daily freight trains operating on the




INTRODUCTION

corridor varies from four to six between Burbank and San Luis Obispo to more than 50 between Fullerton and Los Angeles. The shared use of the corridor among passenger, commuter, and freight trains provides an added challenge on already constrained infrastructure.

Many segments of the LOSSAN Corridor are limited by the lack of passing or second main tracks. In San Diego County, 50 percent of the corridor is comprised of a single main line track, while 80 percent of the LOSSAN Corridor north of Los Angeles is currently single track. The ability to satisfy increasing ridership demand and requests for additional frequency on both commuter and intercity rail services is hampered by these capacity constraints, which have limited the ability of operators to reliably accommodate additional passenger trains.

The Orange County Transportation Authority (OCTA) is one of nine voting members that currently comprise the LOSSAN Rail Corridor Agency (Agency), a joint powers authority (JPA) formed in 1989 to coordinate planning efforts for intercity passenger rail service between Los Angeles and San Diego. In 2001, the LOSSAN Agency expanded to include rail agencies and operators north of Los Angeles to San Luis Obispo. The LOSSAN Agency works to increase ridership, revenue, capacity, reliability, and safety for the state-funded intercity trains traveling on the LOSSAN Corridor. The Amtrak Pacific Surfliner service is currently administered by the California Department

of Transportation (Caltrans) Division of Rail.

There are seven different right of way owners along the LOSSAN Corridor, including five public agencies, as well as BNSF Railway and Union Pacific Railroad (UPRR). The Riverside County Transportation Commission (RCTC) also owns exclusive rights to operate passenger rail service (other than Amtrak) between Los Angeles and San Bernardino along track owned by the BNSF Railway. OCTA currently owns and maintains 42 miles of railroad right-of-way along the LOSSAN Corridor, giving it the largest share (12 percent) of right-of-way owned by a public agency on the corridor.

Three passenger-rail operators (Amtrak, Metrolink, COASTER) and three freight-rail operators (BNSF Railway, UPRR, Pacific Sun Railroad) provide service on the LOSSAN Corridor. Rail stations along the corridor are generally owned and maintained by local cities or county transportation agencies. The large number of right-of-way owners, station owners, and rail operators adds a level of complexity to capital and operations planning in the LOSSAN Corridor and requires a high degree of cooperation and coordination among all involved agencies.

In addition to passenger rail service, the LOSSAN Corridor includes an extensive network of Amtrak dedicated Thruway buses that provide dedicated connecting service to markets without direct passenger rail service. In Bakersfield, Thruway buses provide connections between the Pacific Surfliner and San



Joaquin routes to facilitate smooth service between northern and southern California where no passenger rail service is available. Thruway buses also link northern and southern California by providing service between Goleta and Oakland through San Luis Obispo and San Jose, connecting with the Capitol Corridor.

According to recent Pacific Surfliner ridership profiles conducted by the Caltrans Division of Rail, 91 percent of passengers said they were satisfied with their overall onboard experience and 95 percent would recommend Amtrak California. Availability of schedules and cleanliness of windows received the lowest ratings. The majority of Pacific Surfliner passengers (77 percent) took the train for leisure, 14 percent for business and 9 percent for commuter trips. Average age of a passenger was 42, and average annual household income was $86,000.

VISION FOR THE LOSSAN CORRIDOR

The overall goal of the governance change proposed for the LOSSAN Corridor is to build on the success of the existing state-managed intercity rail program by transforming the Pacific Surfliner into a service under local control that is more responsive to local needs, issues, and consumer desires. The proposed structure is modeled after the successful Capitol Corridor JPA, which is responsible for managing the state-supported Amtrak service between San Jose, Oakland, and Sacramento.

The potential benefits of placing the Pacific Surfliner rail service in the LOSSAN Rail Corridor under local control include:

n A more efficient and effective allocation of resources and decision making related to service expansion, frequencies, extensions, connectivity, and schedules

n A unified voice at the state and federal level when advocating on passenger rail issues

n Improved opportunities to enhance passenger services and management of fares, ticketing, marketing/advertising, and information systems

n Coordinated capital improvement priorities that benefit the entire corridor

n More focused oversight and management of on-time

performance, farebox recovery, schedule integration, mechanical standards and coordination, and customer service by local staff

n Improved opportunities to coordinate intercity and commuter rail services and schedules

These improvements must be pursued in a cost-effective manner that focuses on increasing ridership and revenue while making the best possible use of limited state funding, and also protecting LOSSAN member agencies from requests for local funds to supplement state operating subsidies.

The LOSSAN Strategic Implementation Plan calls for the number of Pacific Surfliner trains to increase from 22 daily trips today, to 36 by 2030, while COASTER and Metrolink commuter trains expand from 125 trips per weekday to 232.

Up to this point, the LOSSAN Board of Directors has been primarily an advisory and planning body with limited authority to mandate changes or improvements to state-funded intercity rail service on the LOSSAN Corridor. The newly reconstituted LOSSAN JPA and Board of Directors should have a clear identity that is reflective of the agency’s expanded mission as authorized under Senate Bill (SB) 1225 and the amended JPA agreement.

The LOSSAN Board and Managing Agency staff will work closely with the Caltrans Division of Rail, which will continue to be an important partner in the LOSSAN Corridor, particularly with regard to delivery of capital projects and development of the State Rail Plan.

The Managing Agency will work to implement the vision for expanded intercity passenger rail service outlined in the LOSSAN Strategic Implementation Plan, including the capital projects and funding necessary to support that service.

OCTA expects that the LOSSAN Technical Advisory Committee (TAC) will continue to serve a critical role in vetting policy and technical issues at the staff level in order to provide guidance to member agency chief executive officers (CEOs) and the LOSSAN Board of Directors (Board).

The Pacific Surfliner service has the potential to become



the premier travel option for a wide variety of markets, including intercity business trips, discretionary leisure trips, and trips to and from the numerous colleges and universities located along the LOSSAN Corridor

OCTA’s vision for the LOSSAN corridor is discussed in greater detail in the Scope of Work under Task 6: Key LOSSAN Initiatives.

MANAGING AGENCY DUTIES

OCTA understands that the Managing Agency serving the LOSSAN Board will perform the following duties with regard to the administrative support of the LOSSAN Agency and intercity passenger rail service on the LOSSAN Corridor:

n Negotiate and recommend the award of all necessary agreements for the LOSSAN Agency, including but not limited to an Interagency Transfer Agreement (ITA) with the State of California, agreements for the provision of passenger rail services and use of tracks and other facilities, subject to approval by the LOSSAN Board;

n Manage all agreements entered into by the LOSSAN Agency;

n Implement projects contained in the approved capital budget unless the administration of particular capital projects is more appropriately managed in another manner, such as by an individual agency or a local government, as determined by the LOSSAN Board;

n Provide for the maintenance and management of such property as may be owned or controlled by the LOSSAN Agency unless the administration of that property is more appropriately managed in another manner, such as by an individual agency or a local government, as determined by the LOSSAN Board;

n Provide a risk management program to cover the LOSSAN Board and each of the agencies in the performance of their duties, and seek appropriate insurance coverage to implement such risk management program;

n Seek, obtain, and administer grants,

n Develop and implement marketing programs;

n Prepare and submit financial reports;

n Update the annual Business Plan;

n Report regularly to the Governing Board regarding LOSSAN Corridor issues;

n Recommend changes in LOSSAN Corridor rail service fares and the collection of fares to the LOSSAN Agency;

n Recommend changes in scheduling and levels of service to the LOSSAN Agency;

n Prepare and implement changes in scheduling and fares, subject to required public involvement;

n Prepare annual capital and operating budgets for presentation to the LOSSAN Agency;

n Facilitate interaction with other entities involved in operation, construction, and renovation of the LOSSAN Corridor rail service; and

n Negotiate with any other public or private transportation providers as necessary to ensure coordinated service with the LOSSAN Corridor rail service.

AGENCY OVERVIEW

ABOUT OCTA

The Orange County Transportation Authority (OCTA) is a multimodal transportation agency that oversees one of the nation’s largest bus and paratransit services, including a comprehensive network of StationLink routes timed to connect Orange County’s 11 rail stations with major employment and activity centers.

OCTA also plans, funds, and manages highway and local road projects, as well as bicycle and pedestrian improvements; operates the successful 91 Express Lanes toll road; and owns 48 miles of operating railroad right-of-way, including 42 miles on the LOSSAN Corridor. It will manage a $1.26 billion balanced budget in fiscal year (FY) 2013-14 with a staff of 1,522 employees.





OCTA was formed in 1991 through the consolidation of seven separate transportation agencies. A 17-member Board of Directors governs OCTA with the Caltrans District Director serving as the 18th member in an ex-officio capacity. OCTA is responsible for providing coordinated, effective, and accountable transportation planning and public improvements, expansion of fixed route bus service, and creation of commuter rail service, all of which expand the variety of transportation choices in Orange County.

OCTA works with federal, state, regional, and local agencies to plan, fund, implement, and maintain transportation programs and services throughout Orange County. The OCTA Board of Directors and staff work in close partnership with related agencies from all levels of government as the county’s advocate for

transportation improvements and on-going services.

Since its inception, OCTA’s partnerships have resulted in increased funding for road and highway improvements, expansion of fixed-route bus service, and creation of commuter rail service, all of which expand the variety of transportation choices in Orange County.

OCTA’S LOSSAN CORRIDOR EXPERIENCEOCTA has been an active member of the LOSSAN Agency since its inception, frequently taking a leadership role in projects and studies aimed at improving passenger rail service on the LOSSAN Corridor.

In 2008, OCTA managed the LOSSAN Corridor Quick Improvements Study, which recommended more than 20 near-term improvements to enhance passenger rail service in the LOSSAN Corridor that could be implemented fairly quickly and at minimal cost, many of which have now been successfully completed.

In 2009, OCTA served as the contract administrator on behalf of the LOSSAN Agency and Caltrans for the development of a LOSSAN Corridor Strategic Assessment, which crafted a long-term, shared vision for enhancing passenger rail service between San Diego, Los Angeles, and San Luis Obispo through 2025.

The analysis completed as part of the LOSSAN Corridor Strategic Assessment formed the basis for a multiparty memorandum of understanding (MOU) executed in 2010 by each of the LOSSAN member agencies that outlined a shared vision for improved passenger rail service on the LOSSAN Corridor, including the development of long-term actions, such as potential changes in institutional and organizational structure of the LOSSAN JPA.

OCTA’S VISION: To create an integrated and balanced transportation system that supports the diverse travel needs and reflects the character of Orange County.

OCTA’S MISSION: To develop and deliver transportation solutions to enhance the quality of life and keep Orange County moving.

OCTA SERVICES• Bus and paratransit service, including StationLink• Metrolink commuter rail service funding/ planning• 91 Express Lanes toll facility• Freeway improvements funding• Street and road improvements grants• Vanpool program• Rideshare options• Freeway Service Patrol• Taxi administration program• Measure M2 sales-tax administration• Bicycle and pedestrian planning• Long-range planning• $1.26 billion balanced budget FY 13-14• Staff of 1,522 employees

In August 2010, the San Diego Association of Governments (SANDAG) contracted with HNTB Corporation, on behalf of the LOSSAN Agency to develop a LOSSAN Corridorwide Strategic Implementation Plan (Plan). OCTA stepped forward and volunteered to oversee a key input into the business case for new services included in the Plan by managing the contract with Parsons Brinckerhoff to conduct operations modeling on the LOSSAN Corridor.

This effort involved building consensus among all LOSSAN member agencies on a preferred service plan for both the 2014 and 2030 horizon years, then testing the feasibility of the service plan given existing and planned infrastructure improvements. Where conflicts and delays were observed, additional infrastructure was identified that would ensure the proposed service could be operated safely and reliably.

For the past two years, OCTA has been actively engaged in discussions about how to implement the new LOSSAN JPA. OCTA has worked closely with its partner agencies in the LOSSAN Corridor to refine the governance vision, including development of proposed amendments to the joint powers agreement and bylaws, addressing issues such as membership, voting structure, staffing, funding, and criteria for selection of a managing agency. OCTA helped lead the effort to draft and advocate for SB 1225, which provided the legal authority to make the proposed LOSSAN governance changes being implemented.

Former OCTA CEO Will Kempton and current CEO Darrell Johnson led a working group comprised of CEOs from each LOSSAN member agency that has been meeting approximately twice a month for the past two years to provide direction on the governance issues above and make recommendations to the LOSSAN Board.

OCTA is deeply invested in the LOSSAN Corridor, as it serves as the backbone of Orange County’s mass transit system and provides key connections to and from OCTA’s fixed-route bus service. In addition to the policy and planning experience outlined above, OCTA also has significant experience funding and managing complex rail capital projects on the LOSSAN Corridor.

OCTA has participated in dozens of projects that have helped enhance capacity, improve reliability, and increase safety on the LOSSAN Corridor, including double tracking, crossovers, signal upgrades, grade crossing improvements, grade separations, new rail facilities, station improvements, and parking expansions. These projects required close coordination with key stakeholders including Amtrak, Metrolink, BNSF Railway, the Federal Railroad Administration (FRA), the California Public Utilities Commission, Caltrans, local cities, and the public. In addition, OCTA coordinates with Metrolink on passenger rail operations and planning in Orange County.

OCTA staff worked closely with its counterparts at SANDAG and Metrolink, as well as the Caltrans Division of Rail and the FRA, to develop three rounds of grant applications under the federal High-Speed Intercity Passenger Rail Program (HSIPR) seeking millions of dollars for track and signal improvements to benefit intercity rail service on the LOSSAN Corridor. This close partnership resulted in the LOSSAN Corridor receiving more than $125 million in federal grant funds.


Enhanced Grade Crossings






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APPROACH TO SCOPE OF WORK

SCOPE OF WORKThe following section provides a detailed discussion of OCTA’s proposed approach to completing the six specific tasks outlined in the request for proposals, as well as its previous experience and capabilities working on similar projects.

TASK ONE: ADMINISTRATIVE SERVICES AGREEMENT

The LOSSAN Managing Agency will play a key role in the future of the corridor. Its primary role will be to hire and house the team that will be responsible for the day to day management of state-funded intercity passenger rail service in the corridor. The managing agency needs to be large enough to absorb the additional dedicated staff responsible for management of the LOSSAN Corridor and also have a sufficient depth in professional staff to support areas like finance, contracts, clerk of the board, information technology (IT), grants management, human resources, and government relations. Perhaps most importantly, the agency needs to have a proven record of working in a collaborative, not parochial, manner in order to earn the trust of each member agency from San Diego to San Luis Obispo, and ensure the focus remains on doing what is best for the corridor as a whole. OCTA meets each of these requirements.

As LOSSAN Managing Agency, OCTA’s first task will be to finalize an Administrative Services Agreement with the LOSSAN Board of Directors. The Administrative Services Agreement will detail the terms under which OCTA will provide administrative staff support to the LOSSAN JPA, including:

n Duties of the managing agency and LOSSAN Board of Directors

n Staffing plan and duties for both shared and dedicated positions

n Facilities to house LOSSAN Agency staff and necessary support services

n Reporting structure and HR policies

n Compensation of managing agency and invoicing schedule and terms

n Risk management plan including insurance and indemnification requirements

n Separate and distinct financial accounting, budgeting and reporting requirements

n Annual audit

n Identification of appropriate legal counsel

n Grant application and management procedures

n Provisions for fare and service changes, including outreach requirements

n Provisions of conflict of interest code

n Custodian of JPA property/records

n Term of agreement and termination clause

OCTA recommends that the initial Administrative Services Agreement include the more limited staff and budget necessary for the start-up period when the Managing Agency will assume the administrative responsibilities currently handled by the SANDAG. Concurrently, OCTA will lead the negotiations with the State on the ITA on behalf of the LOSSAN Board of Directors. Funding for reimbursable Managing Agency expenses during the start-up period prior to approval of the ITA will be shared among the LOSSAN member agencies based on a cost share approved by the LOSSAN Board.

After the ITA is finalized, the Administrative Services Agreement will be amended to reflect the specific provisions included in the ITA related to funding and staffing for operation of state-funded intercity rail service in the LOSSAN Corridor during the initial three-year period. Funding for reimbursable Managing Agency expenses during the start-up period will be provided with state dollars through the ITA.

In negotiating the administrative services agreement, OCTA will build on its previous experience providing administrative services to the Orange County Council of Governments as its Administrative Agency beginning in 2009 under a similar structure that utilizes shared OCTA staff for finance, contracts, clerk of the board, audit, IT and other necessary support functions. OCTA’s overall goal will be to negotiate an agreement that provides the best possible

SCOPE OF WORK


administrative services to the LOSSAN Agency in the most cost-effective manner possible.

OCTA would begin work on this task immediately upon notification of its selection as Managing Agency, and would expect to present the agreement to the LOSSAN TAC on November 7, 2013, the OCTA Board on November 8, 2013, and the LOSSAN Board on November 20, 2013, for review and approval.

TASK TWO: STAFF TRANSITION PLAN/INTERIM WORK PLANStaff Transition PlanWhile drafting the Administrative Services Agreement, OCTA will work closely with SANDAG staff to ensure a smooth transition of administrative duties to the new managing agency during the start-up period. Based on the timeline provided in the RFP, OCTA anticipates working jointly with SANDAG staff to prepare agendas and provide administrative support at the October 2013 and November 2013 LOSSAN TAC and Board meetings, with the intent of assuming full administrative responsibilities by December 2013.

OCTA will utilize staff in its Rail Programs group to assist with preparation of LOSSAN TAC and Board of Directors agenda items, and will coordinate with staff from Caltrans, Amtrak, and other LOSSAN member agencies to contribute items as appropriate. OCTA’s Rail Programs staff currently prepares quarterly ridership, revenue, and on-time performance reports for Metrolink service in Orange County, which provides a solid background for compiling and analyzing data for the passenger rail services in the LOSSAN Corridor.

OCTA government relations staff currently presents monthly state and federal legislative updates to the OCTA Board of Directors and is experienced at tracking issues that impact passenger rail service and infrastructure in the LOSSAN Corridor. OCTA staff will present monthly state and federal legislative updates to the LOSSAN TAC and Board of Directors, including a legislative matrix of all relevant bills being tracked. They also will lead the development of an annual state and federal legislative platform, working closely with legislative staff from LOSSAN member agencies, including Amtrak and Metrolink, as well as the Capitol Corridor JPA, San Joaquin JPA, and Coast

Rail Coordinating Council. The legislative platform will be approved by the LOSSAN Board and guide advocacy efforts and recommended bill positions throughout the year.

The Clerk of the Board office will assist with compiling and distributing Board agendas, and will handle proper noticing of all meetings, preparation of minutes, filing of annual Form 700s, and process legal requests such as public records act requests. OCTA has an experienced team in the Clerk of the Board’s office that provides excellent service to the OCTA Board of Directors and will do the same for the LOSSAN Board. OCTA has the capability to record and live stream LOSSAN Board Meetings conducted in its building via the Internet, and will investigate opportunities for offering video feed as well if desired by the LOSSAN Board. OCTA would assume that LOSSAN Board meetings currently held at Metro Headquarters in Los Angeles will be held at OCTA, with four meetings per year at alternative locations along the LOSSAN Corridor.

Interim Work PlanWithin 30 days following the approval of the Administrative Services Agreement, OCTA will submit an Interim Work Plan to the LOSSAN Board outlining major goals and objectives during the 12 to 18 month start-up period between signing the Administrative Services Agreement and the date the ITA is signed.

The Interim Work Plan will address OCTA’s vision and priorities for the LOSSAN JPA during transition from SANDAG staff to OCTA staff, and during the process of negotiating the ITA with the State. It will build on the vision outlined in the LOSSAN Strategic Implementation Plan and create a roadmap for moving the agency forward to assume management responsibilities for state-funded Pacific Surfliner intercity rail service.

Major tasks that will be addressed in the Interim Work Plan include:

n Draft detailed schedule and workplan for ITA negotiations

n Review and update legislative program

SCOPE OF WORK


n Schedule advocacy trips to Sacramento and Washington, D.C.

n Review and update LOSSAN fact sheets, Web site and collateral material

n Continue to work with Amtrak, Metrolink and Coaster to improve schedule coordination and maintenance of a joint timetable

n Better articulate the mission of LOSSAN TAC to give it higher visibility and explore whether it should continue to be subject to Brown Act requirements

n Refine the budget for start-up period and provide regular updates to LOSSAN Board and TAC regarding burn rate of member agency funds budgeted to cover administrative costs during the start-up period

n Review the prioritized capital plan prepared as part of LOSSAN Strategic Implementation Plan and make any necessary updates; work with grants staff to implement the plan, track grant opportunities and identify potential funding strategies

n Begin electronic archiving of audio from all LOSSAN Board meetings and consider making available to the public via the Internet

n Continue to coordinate member agency comments on planning documents like the State Rail Plan, environmental documents, and Service Development Plans

n Arrange meetings with Board members and/or key staff at LOSSAN member agencies as well as Amtrak, Caltrans, Metrolink, Coaster, Capitol Corridor JPA, San Joaquin Regional Rail Commission, Coast Rail Coordinating Council, California High-Speed Rail Authority, BNSF Railway and Union Pacific Railroad, to introduce the LOSSAN management team

TASK THREE: INTERAGENCY TRANSFER AGREEMENT

The Interagency Transfer Agreement (ITA) represents the first major milestone toward local control of the LOSSAN Corridor. Since its inception in 1991, OCTA has paved the way for a host of successful transportation services across the county, including bus transit, rail transit, freeway programs, 7,300 miles of local streets and roads, purchase and management of the 91 Express Lanes and the administration of taxi service in Orange County.

OCTA has significant experience with challenging negotiations. OCTA’s past performance validates the success we have had in achieving results from these negotiations, including:

n OCTA’s ongoing successful negotiations with three labor unions for bus operations and maintenance contracts

n Successfully purchasing of the 91 Express Lanes toll road from a private corporation

n Building unanimous city support for the successful passage of the Measure M and Renewed Measure M sales tax measures

n Leading the discussions among the LOSSAN Corridor agencies on SB 1225

n Reaching consensus with the Professional Engineers in California Government for design-build legislation on the upcoming Interstate 405 project

n Actively working with BNSF Railway to negotiate shared use and indemnity agreements

OCTA’s approach has always been one of consensus building across multiple and sometimes competing stakeholder interests; our approach remains the same for the negotiation of the ITA.

The law firm of Woodruff, Spradlin and Smart has been OCTA’s legal counsel for more than 30 years. Woodruff, Spradlin and Smart are experts in public agency law as well as several other practice areas. Kennard Smart, Managing Director of the firm, has served as General Counsel of OCTA and its predecessor agency since 1977. James Donich, deputy chief counsel for OCTA,

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specializes in transportation law, construction law, and public procurements.

Smart and Donich bring with them vast transportation experience, having seen OCTA through its formation, as well as OCTA’s complete history with respect to all contract negotiations and general law, including OCTA’s acquisition of 48 miles of railroad right-of-way from the Santa Fe Railway. Donich is a subject matter expert in areas of transportation contracts and funding, and will serve as primary counsel for the ITA.

Also available to OCTA during the ITA negotiations are two key Strategic Advisors: Dennis Kuklis, former Senior Director of State Services for Amtrak, and Darrell Johnson, Chief Executive Officer for OCTA and previous Director of Business and Strategic Planning for Amtrak. Kuklis was the lead negotiator for Amtrak during development of the ITA for the Capitol Corridor JPA. Kuklis has agreed to exclusively support OCTA during the ITA negotiation on behalf of the LOSSAN Board, and his experience is unparalleled. Together, Kuklis and Johnson have more than 33 years of experience working in passenger rail with Amtrak.

In approaching this task, OCTA will first look to the Capitol Corridor ITA as a basis for negotiating an ITA with the State for the management of Pacific Surfliner service in order to identify lessons learned and best practices from that process. OCTA will also coordinate closely with the San Joaquin JPA as it works with the state to negotiate its own ITA in an attempt to agree on common provisions for both corridors where applicable.

While SB 1225 calls for the ITA to be executed no earlier than June 30, 2014, and no later than June 30, 2015, OCTA’s goal is to negotiate the ITA as efficiently as possible, completing the successful negotiation of the ITA in advance of the June 2015 deadline. OCTA has assembled a team with unparalleled experience to ensure the successful and timely negotiation of the ITA.

OCTA will develop a detailed schedule, including progress milestones, for the ITA negotiation process to ensure that deadlines are met. This process will include monthly status updates to the LOSSAN TAC and Board.

The ITA will address topics including:

n Date and conditions for transfer of service and expected funding levels for the first three years sufficient to support planned bus and rail service levels as well as of administrative and marketing expenses transferred from Caltrans Division of Rail

n Level of service to be provided and coordination with feeder bus and connecting passenger rail services

n Terms of use or lease agreement for 10 railcars owned by Caltrans and used in Pacific Surfliner service

n Financial reporting, accounting, and auditing responsibilities/requirements

n Invoicing schedule and reimbursement provisions

n Relationship between Business Plan and annual budget request

n Performance standards for State-funded intercity rail service on the corridor

n Provisions for addressing funding shortfalls

n Insurance requirements, and liability and indemnification provisions

n Termination and arbitration provisions

As part of the ITA negotiation, OCTA would also work with Caltrans and Amtrak to develop a detailed transition plan and schedule for transferring management responsibility for the Pacific Surfliner service to the LOSSAN Agency.

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TASK FOUR: MANAGING AGENCY FACILITIES AND STAFFING

OCTA prides itself on being an efficient, cost-effective organization that is continually recognized by industry peers. OCTA is large enough to take on the additional responsibilities related to the LOSSAN Managing Agency without sacrificing the quality of its existing programs and services, but small enough to ensure a focus on delivering superior service to the LOSSAN Agency with a combination of dedicated and shared administrative staff.

If selected as the LOSSAN Managing Agency, OCTA’s staffing plan will maximize the benefit to the corridor and its member agencies while delivering services in a cost-effective manner. This will be achieved by utilizing a streamlined approach with minimal dedicated staff supported by OCTA’s array of support staff, ensuring that the LOSSAN Agency benefits from the full complement of OCTA services available while ensuring the cost of those services is limited to those actually utilized.

This approach minimizes the risk of the LOSSAN Agency providing financial support for underutilized shared positions, instead paying only for the use of those services by shared staff, resulting in a lower overall cost. These shared services are built into the overhead rate that is applied to actual hours worked by the dedicated LOSSAN staff.

DEDICATED STAFF

The Managing Agency team for the start-up period assembled by OCTA was carefully chosen to provide the greatest corridor knowledge with unparalleled negotiating experience in a well-balanced team.

It begins with a qualified and experienced interim managing director, Jennifer Bergener, who has spent her entire career working in passenger rail including at Amtrak, Caltrain, and OCTA. The corridor will also be supported by interim deputy director of planning and transportation, Michael Litschi. Litschi has a broad range of transportation policy and planning experience and has been an active member of the LOSSAN TAC for the past four years.

To support Bergener and Litschi, OCTA has identified

two key positions that will be necessary during the negotiation of the ITA in addition to contracted legal services, and the full complement of OCTA support services. These positions are a Senior Transportation Analyst and Senior Administrative Assistant. Resumes for key staff are included at the end of the proposal.

These four positions will allow for a seamless transition from SANDAG to OCTA for the existing administrative duties and provide the depth necessary to successfully coordinate with OCTA’s contracts and finance departments, and legal counsel, to successfully negotiate the ITA. The positions will be used at an approximately half-time during the negotiation of the ITA and will be able to transition to full time as necessary.

OCTA believes that retaining both a Managing Director and a Deputy Managing Director during the start-up period is valuable in a number of ways:

n To ensure that post-ITA there is more than one repository for the history of the ITA development process

n To ensure a broad perspective in and throughout the ITA negotiation period

n As an early effort towards succession planning and corridor development

Following the successful negotiation of the ITA, OCTA has identified four additional full-time positions that will be necessary to support daily operations of the corridor:

Operations & Mechanical Officer Compliance Inspector (contracted) Finance & Administration Officer Marketing Manager

These four additional positions will provide the broad range of expertise to effectively manage the corridor and bring it to an improved level of service. A detailed description of the job duties of each proposed dedicated position is provided below.

Managing Director: This position reports directly to the LOSSAN Board and is responsible for all administrative and operational aspects of the Managing Agency. In the initial period, the Managing Director will serve

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as the lead liaison and negotiator with the State for the ITA, and will provide frequent and thorough updates to the Board of Directors to ensure that all corridor stakeholders are apprised of the progress and developments with the ITA. The Managing Director will also be responsible for the duties as specifically called out in the Request for Proposals, including but not limited to, the development of the annual budget and business plan, organizational administration, communications with the Board of Directors, routine administration, marketing and other duties as specified.

Deputy Director, Planning and Transportation: The Deputy Director will support the Managing Director and is also jointly responsible for the administrative and operational aspects of the Managing Agency. During the start-up period, the Deputy Director will assist in negotiation of the ITA, while also overseeing the daily administration of the LOSSAN Agency. The Deputy will be largely responsible for ensuring the regular schedule of the Board of Directors and Technical Advisory Committee are maintained and the existing relationships with all stakeholders are held in good standing. The Deputy will also be responsible for the long-term strategic planning, implementation of key initiatives, regular performance reporting and analysis, development of performance standards, service planning, oversight of project specific activities, preparation of the annual business plan, and oversight of the preparation of TAC and Board agendas.

Operations & Mechanical Officer: The Operating and Mechanical officer will bear responsibility for the oversight and contract compliance of daily operations and vehicle/equipment maintenance to ensure compliance with the operating/maintenance contract and all provisions there in, including onboard services. This will include ensuring compliance with the Amtrak contract provisions to maintain the 10 state-owned cars, as well as oversight of the Amtrak operating provisions and general disposition of all vehicles used for Pacific Surfliner service. An Assistant Mechanical Officer is not proposed due to the small number of state-owned cars the LOSSAN Agency would be responsible for overseeing.

Compliance Inspector (possibly contract): The Compliance Inspector will directly report to the

Operations and Mechanical Officer. This position may possibly be contracted out to provide for a wider breadth of skills and knowledge base at a lower cost than a full time employee and a lower risk to the LOSSAN Agency. A final determination will be made based on qualified candidates and cost to the Agency. The Compliance Inspector will be responsible for assisting with the duties assigned to the Operating & Mechanical Officer, and will be individually responsible for auditing the operations of the service to ensure compliance with both the operating contract and maintenance contract with Amtrak.

This function may warrant a second position commensurate with the planned delivery of additional state-owned equipment in 2016. The need will be assessed at that time and reported back to the LOSSAN Board.

Finance & Administration Officer: The Finance and Administration Officer will be responsible for serving as the lead staff for all financial, contracting, and labor relations aspects of administering service along the LOSSAN Corridor. The specific duties of this position will include the administration of contracts, the preparation and certification of financial statements, oversight of the annual budget development, and all aspects of human resources. The Finance & Administration Officer will be individually responsible for the oversight of these aspects and will utilize the support services provided by OCTA to assist in the daily activities thereby allow the corridor to take full advantage of the support services provided by OCTA and covered in the overhead rate.

Marketing Manager: The Marketing Manager will be responsible for the oversight of all marketing related items including social media, advertising, website development and maintenance, promotional opportunities, and general marketing of the service. This position will work closely with shared staff in OCTA’s marketing department for all support services including design, copy writing and printing, as well as media relations. A key function of this position will include coordination with the other service providers and agencies along the LOSSAN Corridor to ensure the greatest possible passenger experience and connectivity. The Marketing Manager will also oversee

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LOSSAN MEMBER AGENCIES

LOSSAN BOARD OF DIRECTORS

Managing DirectorJennifer Bergener

Legal Services (contract)

Strategic Advisors: (as needed)

Darrell Johnson Dennis Kuklis

Finance & Administration Officer

Operations & Mechanical Officer

Marketing Manager

Sr. Administrative Assistant

Deputy Director Planning & Transportation

Michael Litschi

Senior Transportation

Analyst

Shared Services Provided by OCTA:

• Audit

• Contracts and procurements

• Clerk of the Board

• Finance

• Government relations

• Grants

• Human resources

• IT

• Marketing and media relations

• Risk management

• State and federal programming

Compliance Inspector (contract)

Start-up period team(12-18 months)


LOSSAN MEMBER AGENCIES

LOSSAN BOARD OF DIRECTORS

Managing DirectorJennifer Bergener

Legal Services (contract)

Strategic Advisors: (as needed)

Darrell Johnson Dennis Kuklis

Finance & Administration Officer

Operations & Mechanical Officer

Marketing Manager

Sr. Administrative Assistant

Deputy Director Planning & Transportation

Michael Litschi

Senior Transportation

Analyst

Shared Services Provided by OCTA:

• Audit

• Contracts and procurements

• Clerk of the Board

• Finance

• Government relations

• Grants

• Human resources

• IT

• Marketing and media relations

• Risk management

• State and federal programming

Compliance Inspector (contract)

Start-up period team(12-18 months)

all marketing and advertising contracts entered into by the JPA.

Senior Transportation Analyst: The Senior Transportation Analyst will primarily support the Deputy Director of Planning and Transportation with Board and TAC agenda preparation. These duties will include reviewing and reporting on the performance standards, developing both long- and short-range plans, implementation of those plans, as well as providing assistance as needed to the other functional areas.

Senior Administrative Assistant: The Senior Administrative Assistant will report directly to the Managing Director, and will provide direct support for all administrative functions, including LOSSAN Board member communications, agenda review, travel assistance correspondence, budget development, and a host of other duties as needed.

OCTA has proposed an organizational structure that we believe best serves the needs of the corridor. This organizational structure proposes fewer dedicated positions than the sample included in the RFP, and supports the approach outlined above. We believe this structure allows for the vital functions and needs of the corridor to be well met while allowing for the opportunity to hire key dedicated positions as necessary upon completion of the ITA negotiation.

OCTA considered the Engineering Officer position as included in sample org chart in the RFP, but understanding the ownership of the LOSSAN Corridor and the likelihood that most future capital improvements will be led by local agencies, we believe it is prudent to leave this position vacant until such time as a need arises for a dedicated, full-time capital projects manager. At that time, we will consider the need and weigh the cost of a full-time staff position versus a contracted position to fulfill the likely temporary need. OCTA will have sufficient in-house capabilities to apply for capital grants and to manage projects through the minor capital program.

Recruitment for the additional positions required in the Initial Period would take place toward the end of the ITA negotiation period, with the goal of having the additional staff in place at least 60 days before the transfer of management responsibility is complete.

OCTA has well-established policies and procedures in place to recruit for these positions as necessary, and also has ample staff in place to assist during the recruitment process. This will allow for continuity and ease of information transfer to the new staff positions.

SHARED POSITIONS

In addition to the dedicated positions outlined above, OCTA proposes to use shared positions to provide services in key areas such as information technology (IT), finance, government relations, contracts, marketing/communications, human resources and clerk of the board. All shared positions necessary to support the JPA are included in OCTA’s overhead rate, as detailed in the cost proposal.

The following is an overview of OCTA’s proposed shared administrative positions and capabilities.

Recent OCTA Projects in LOSSAN Corridor• Metrolink Service Expansion - $95 million • Turnback Facilities • Control Points • Crossovers• Orange County Grade Crossing Improvements - $93 million• Fund track/signal rehab and upgrades• Managed LOSSAN Quick Improvements Study• Contract administrator for LOSSAN Strategic Assessment• Managed operations modeling contract for LOSSAN Strategic Implementation Plan• Led CEO Working Group on LOSSAN governance• Helped draft and advocate for SB 1225 • Worked with Caltrans, Metrolink, SANDAG to draft federal grant applications for LOSSAN projects• Completed Project Study Reports for five grade

separations along LOSSAN corridor

• Introduced Angels Express Metrolink trains, which provided service to 46 Angels games

• Completed conceptual design and environmental analysis for new track capacity


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Audit: Internal Audit is responsible for examining and evaluating financial, administrative, and operational activities of OCTA, and supplying management with information to assist in its control of assets and operations for which it is responsible. OCTA will provide for an annual independent financial audit of the LOSSAN JPAs accounts, and the results of the audit will be made available to any of the LOSSAN Member Agencies upon request.

Contracts Administration and Materials Management: Contracting and purchasing all goods and services, implementing the Disadvantaged Business Enterprise program, preparation of solicitation documents, conduct pre-proposal meetings, chair evaluation committees, contract negotiation, oversee contracts through completion, various vendor outreach activities. It will provide all procurement and contracts support to the LOSSAN Agency.

Clerk of the Board: Recording and preserving records, preparation and distribution of agendas, upholding California open meeting laws, maintain comprehensive record of Committee and Board actions, Board member compensation, travel, and administrative support, receives and processes all legal documents, collect and process the annual Statement of Economic Interest filing. It will support the 12 annual LOSSAN Board meetings.

Finance: General accounting, financial reporting, accounts payable and receivable, billing, payroll, processing all bus fare collection, produce all annual reports and financial statements, develop and maintain financial plans, monitor expenditures, reporting budget variances, verifying budget authority, conduct various fiscal studies. It will process all LOSSAN Agency invoices and assist with preparation of the annual budget, business plan and financial statements.

Government Relations: Responsible for local government relations as a liaison between OCTA and cities to ensure community engagement; liaison with members of the California Senate and state agencies; liaison with members of Congress and federal agencies; develops and maintains a competitive and proactive grant funding program. It will provide support to the LOSSAN Agency all legislative and advocacy issues.

Grants: Responsible for developing and maintaining a competitive and proactive grant funding program that is responsive to the needs of OCTA. These efforts include maximizing funding opportunities from all grant resources and promoting the favorable formulation of grant-related legislation and rule making. The department is responsible for timely grant applications, performance of awarded grants, and the responsible use of grant revenues. OCTA staff successfully developed over $248 million in grant requests from a variety of federal, state, and local sources, and more than $127 million in grants have been awarded for fiscal year 2012-13.

Human Resources: HR planning, employment processes, administering compensation and employee benefits, employee training and health & wellness programs, labor and employee relations, risk management, training and development, management services.

Information Technology: Manages the effective and secure delivery of computing and communication solutions to all business units, reliable computing and communications environment, systems and business support, business intelligence, project management, responsive help desk, customer support, and technology training.

External Affairs/Marketing: Responsible for creating awareness and building usage of transportation services and programs, including digital communications (Web site, social media, e-communications), creative support services, vanpool, bicycle and rideshare programs, customer engagement and relations, and pass sales. Public communications in support of capital projects, media relations, market research, support of transparency initiatives. It will provide support to the LOSSAN Marketing Manager in media relations, collateral development and printing, ad buys, and new media.

Risk Management: Work with the LOSSAN Agency to transfer any risk or exposure to risk involving work performance that requires expertise outside LOSSAN Agency’s internal capacity to perform such work; utilize all available low exposure remedies to resolve contractual matters, claims and litigation; actively consult and communicate with internal customers, and external stakeholders to assure a consistent focus


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and delivery of sound risk management practices for programs and projects; assure legal compliance and detect, investigate and prosecute fraud.

State/Federal Programming: Programs state and federal funds to maximize their use to implement the highways, rail, bus, and streets and roads program of projects. Once funds are committed, the programming function works with the capital programs division to ensure that the projects are delivered consistent with commitments to the scope and schedule of the project, officially permitted uses, timely use of funds, and regulatory matters. Another primary function of the department is programming and administration of state and federal transportation funding programs through the Federal Transportation Improvement Program, submittal of grant applications, and acting as the Regional Transportation Planning Agency and liaison to the California Transportation Commission.

OCTA STAFF RAIL EXPERIENCE

Over the years, OCTA has devoted significant funding and resources toward enhancing the 42 miles of the LOSSAN Corridor it owns between Fullerton and San Clemente, as well as share of the River Corridor in Los Angeles County on either side of Los Angeles Union Station. OCTA’s Rail Programs Department has the primary responsibility for managing all projects and services on the LOSSAN Corridor and will provide many of the key staff members that will support the LOSSAN Agency.

OCTA 14-member Rail Programs Department is responsible for providing coordinated passenger rail service that supports and matches the growth and development patterns of the County and region. In addition, the department is responsible for many complementary transit projects and programs such as the development and implementation of an efficient rail transit system using OCTA owned railroad rights of way in Orange County. The primary functions of OCTA’s Rail Department are outlined below:

Rail capital project delivery Rail capital projects include those necessary to sustain existing and increased Metrolink commuter-rail and Amtrak intercity service, station improvements,

parking expansions, grade separations, and the grade crossing safety enhancement/quiet zone program. Rail projects carried out within railway right-of-way include safety improvements, new track capacity design and construction, signal system improvements, regular maintenance, rehabilitation projects, and rail facilities.

The Rail Department defines the scope, schedule and budget of each project based on program needs and then works toward the implementation of those projects. Day-to-day tasks may include capital project planning, developing scenarios for financing, coordinating with external agencies, managing cooperative agreements with other agencies, and managing project delivery consultants for successful delivery of projects. In addition, OCTA staff manages the day-to-day maintenance of the 48 miles of right-of-way it owns, including 42 miles on the LOSSAN Corridor.

Local InitiativesThe Local Initiatives section manages programs such

OCX: OCTA RAIL-HIGHWAYGRADE CROSSING SAFETY ENHANCEMENT PROGRAM• Largest project of its kind in U.S.

• $93 million in capital investments, primarily along the LOSSAN corridor

• Enhanced safety at 52 grade crossings throughout Orange County

• Regional scope, local approach

• Effective coordination between BNSF, UP, Amtrak, Metrolink, eight cities

• Installation of cutting-edge grade crossing safety infrastructure

• OCTA invested local funds to benefit all railroads/agencies involved

• Built strong working relationships with Federal Railroad Administration and California Public Utilities Commission

• Allowed cities to establish “quiet zones”


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as Go Local, which is aimed at improving first- and last-mile connections to Orange County’s commuter and intercity rail stations. This program is intended to broaden the reach of Orange County’s backbone rail system to key employment, population, and activity centers.

There are currently two projects advancing through this program: the City of Anaheim’s, Anaheim Rapid Connection serving the Anaheim Regional Transportation Intermodal Center (ARTIC) through the Anaheim Resort, Platinum Triangle, and Anaheim Convention Center area, and a fixed-guideway system under development by the cities of Santa Ana and Garden Grove which will serve the Santa Ana Regional Transportation Center through downtown Santa Ana to the Civic Center and ultimately to Harbor Boulevard in the City of Garden Grove.

High-speed rail corridor developmentOrange County and Anaheim are at the center of two proposed high-speed rail projects. Staff participates in all planning and development activities related to high-speed rail on the OCTA-owned railroad rights-of-way in Orange County as well as ensuring coordination with existing rail operations and the development of ARTIC. State and regional coordination is required to ensure Orange County is positioned to receive the maximum benefit from high-speed rail funding and implementation.

Rail operations amd service planningAs one of the five member agencies that comprise the Southern California Regional Rail Authority, OCTA participates in the design and operation of Metrolink service in Orange County. Commuter rail operations staff serves as the liaison with Metrolink, Amtrak, and freight operators involved in route and service planning, funding, and implementation. In addition to coordination of daily Metrolink operations, the team coordinates the StationLink bus feeder service and special trains, promotional activities and outreach. The commuter rail operations staff is also responsible for the on-going coordination and service integration efforts on the LOSSAN Corridor.

Transit facilities capital projectsThe Transit facilities department plans, develops and delivers rail and bus facilities such as improvements and modification to OCTA’s five bus bases and parking

and facility improvements at Orange County’s 11 passenger rail stations.

The Rail Programs staff is also supported by an extensive team of on-call consultant resources that can be utilized on short notice to supplement staff in areas such as project management, engineering, operational modeling and service planning.

to ensure that the projects are delivered consistent with commitments to the scope and schedule of the project, officially permitted uses, timely use of funds, and regulatory matters. Another primary function of the department is programming and administration of state and federal transportation funding programs through the Federal Transportation Improvement Program, submittal of grant applications, and acting as the Regional Transportation Planning Agency and liaison to the California Transportation Commission.

AGENCY FACILITIESThe existing OCTA offices at 600 S. Main Street in the city of Orange are centrally located along the LOSSAN Corridor, less than three miles from both the Anaheim and Santa Ana Amtrak stations, and just over a mile from the Orange Metrolink station. Both stations are served by frequent Amtrak and Metrolink rail service, as well as connecting bus routes. OCTA is


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immediately freeway adjacent near the interchange of Interstate 5 and State Route 22.

OCTA’s current facilities will allow for the immediate and seamless integration of the Managing Agency staff and will also provide ample room for the growth of that staff following the completion of the ITA. This location serves as the OCTA headquarters and will provide direct access to all of the aforementioned shared support services. The facility includes a formal board meeting room that will be available to serve the LOSSAN Board, and includes complete accommodations for digital presentations and streaming audio.

RISK MANAGEMENT PLANBased on OCTA’s understanding of the potential risks to the new LOSSAN Agency, it recommends the following insurance policies, which are included in the cost proposal found at the end of this document:

n Public Officials Errors & Omissions - Coverage designed to protect the Board from actual or alleged claims of errors and omissions, negligence, breach of duty, misstatements. Coverage for a $1,000,000 limit, $25,000 deductible estimated at an annual premium of $30,000.

n Employment Practices Liability - Provides protection for an employer against claims made by employees, former employees, or potential employees. It covers discrimination (age, sex, race, disability, etc.), wrongful termination of employment,

sexual harassment, and other employment-related allegations, including third parties. Coverage for a $1,000,000 limit, $50,000 deductible is estimated at an annual premium of $10,000.

n Crime Insurance - Protects the JPA from robbery, burglary and employee theft of money and securities. Coverage for a $2,000,000 limit, $10,000 deductible is estimated at an annual premium of $2,500.

n Commercial General Liability – Protects the organization from claims for bodily injury and property damage arising out of premises, operations (not including railroad operations), products and completed operations; and advertising and personal injury liability. Coverage for a $3 million limit is estimated at an annual premium of $12,000.

Dedicated LOSSAN employees will be covered under OCTA’s existing workers compensation and employer’s liability coverage, and will be expected to abide by all applicable OCTA policies and procedures, which will be referenced in the Administrative Services Agreement.

Other insurance may be required depending upon the outcome of negotiations on the ITA and the annual operating contract with Amtrak. In negotiating agreements on behalf of the LOSSAN Agency, OCTA will seek to ensure that the JPA and member agencies are also protected from any potential exposure related to the performance of contractor work or product.


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TASK FIVE:AGENCY BUDGET

Business Plan PreparationThe LOSSAN budget process begins with the preparation of a Business Plan, which must be submitted by the LOSSAN Board to the Secretary of the California Transportation Agency by April 1 each year. The Business Plan is a two-year budget and planning document that is updated annually. The

Business Plan must be approved by the California Transportation Agency each year, and the annual LOSSAN budget request must be consistent with the approved Business Plan. The initial Business Plan must be consistent with both the ITA and the most recent State Rail Plan.

The Business Plan will include the following key elements:

AUG/SEP

JUL/AUG

MAY

FEB/ MAR

JAN/FEB

DEC/ JAN

NOV

OCT Preliminary revenue estimates are projected based on annual business plan; budget targets are given to each division.

Budget requests are submitted by each department and reviewed to ensure conformance with established budget targets set by management.

Projected revenues are refined and compared to estimated expenditures to ensure a balanced budget. Budget requests are further reviewed by an internal budget committee appointed by the Managing Director. A comprehensive presentation of the proposed expenditure plan is reviewed with the management team and LOSSAN TAC. In coordination with the LOSSAN Finance Officer, OCTA’s Financial Planning & Analysis (FP&A) team prepares the proposed budget and accompanying documents. Conduct necessary public outreach on Business Plan and budget.

The proposed budget and Business Plan are distributed to LOSSAN Board Members, Executive Management, and members of the press and public. Staff conducts a Budget Workshop with the LOSSAN TAC and Board. Executive management and FP&A staff meet individually with Board Members as necessary. Finance staff attends each Board meeting to further review and explain budget details.

Managing agency staff formally present the draft budget and Business Plan to the LOSSAN Board for review and approval. Approved business plan is submitted to the California Transportation Agency.

LOSSAN staff ensures the funding levels in the governor’s May Revise budget align with the draft LOSSAN Budget.

LOSSAN Board adopts final budget after confirmation of annual allocation of operating funds from the State.

Managing agency staff finalize negotiations with Amtrak for operating agreement for subsequent federal fiscal year beginning October 1.


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Figure 1:

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n Report on recent and historical performance (ridership, revenue, farebox recovery, on-time performance)

n Operating plan including proposed service enhancements

n Short- and long-term capital improvement programs

n Funding requirements for the upcoming fiscal year to maintain at least specified minimum levels of service

n Action plan with specific performance goals and objectives

n Discussion of how funding and accounting for state-funded intercity rail service will be separate from locally funded services

n Identification of any proposed changes in fares, schedules, capital improvements, or marketing and operational strategies to meet performance standards established in ITA

n Proposed changes in service amenities, or food and beverage services

n Identification of performance standards

n Verify reasonableness of ridership and revenue projections and funding request

n Route and schedule coordination with Amtrak Thruway bus services and other intercity rail corridors or passenger rail services

OCTA Finance staff members assisting with the financial components of the LOSSAN Business Plan have significant experience preparing OCTA’s Comprehensive Business Plan (CBP), a business-planning tool designed to assist the OCTA in implementing its strategic goals and objectives. The CBP encapsulates OCTA’s programs and outlines goals and objectives over the next 20 years, as articulated by the Board of Directors. This is accomplished within the framework of sound business through the use of financial modeling and divisional input and review, a comprehensive study of economic influences, and programmatic needs and objectives.

Budget PreparationEvery year, OCTA develops its staffing, operating, and capital plans for the upcoming fiscal year. The product of this effort is an approved fiscal year budget. The budget outlines the expected funding sources and expenditures that represent OCTA’s year-long commitment to transportation projects and services.

OCTA will use a similar process in developing the annual budget for the LOSSAN Corridor. The key milestones will align with the April 1 deadline for submitting an annual Business Plan and preliminary operating and capital budget to the LOSSAN Board for approval, as well as the timing of the annual allocation letter from the State confirming the amount of Public Transportation Account (PTA) funding available for the Pacific Surfliner corridor. The LOSSAN budget will include separate components for Managing Agency administration costs, rail operations and capital costs. Managing Agency staff will work closely with Caltrans to ensure that all projects are included in the appropriate planning document (State Transportation Improvement Program, etc).

A detailed budget development timeline is included as Figure 1.

Budget ControlsOCTA maintains budget control through the formal adoption of an operating budget for the general, special revenue, enterprise, internal service, capital projects, debt service, and trust funds. The operating budget is prepared in conformity with generally accepted accounting principles except certain multi-year contracts for which the entire amount of the contract is budgeted and encumbered in the year of execution.

The approved budget can be amended by the Board to alter both appropriations and estimated revenues as unforeseen circumstances arise. OCTA is prohibited from employing more full-time equivalent (FTE) positions than were approved by the Board. Before they can be filled, staff positions must be approved by the Board during the annual budget process or in a separate budget amendment. The Capital budget will also be amended in the event unanticipated grant funds are received during the fiscal year.


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TASK SIX:KEY LOSSAN INITIATIVES

If selected as managing agency, OCTA will develop a strategic plan for the three-year Initial Term consisting of initiatives aimed at enhancing ridership, revenue, and on-time performance for review by the LOSSAN TAC and Board. A summary of initiatives OCTA recommends including in the plan is provided below.

CUSTOMER EXPERIENCE

Bicycle Storage: Continue the work started by Amtrak and the Caltrans Division of Rail to address the increasing demand for bicycle storage on Pacific Surfliner trains. There was a vocal public backlash against the proposed $5 bicycle reservation program, and there are continued calls for an expansion of bicycle storage beyond the seven spaces currently available on most Pacific Surfliner trainsets in the lower level of the cab car.

There is not a single easy fix for the bicycle storage issue given the limited space available for checked baggage, carry-on luggage, and passenger seating. Some passengers will pay a small fee for the guarantee of a spot for their bicycle; however, enhanced bicycle storage areas that allow for walk-on passengers should complement this service. It may be possible to convert a portion of the baggage compartment of the “coach baggage” car into additional bike storage. Modifying the lower level of Superliner cars or the baggage section of the cab car to accommodate additional bicycles may

be an option as well, but this could impact crew costs and station dwell times.

Checked baggage: Work with Amtrak to monitor the use of checked baggage service, as well as the impacts on operating costs and station dwell times of continuing to offer this service. Though some passengers using Pacific Surfliner trains prefer a checked baggage option, especially those connecting to Amtrak long-distance trains and Amtrak Thruway buses, most Amtrak intercity trains do not offer checked baggage service, even those that travel similar distances and connect to other Amtrak long-distance trains such as the Acela Express, Northeast Regionals, and Midwest corridor trains.

Real-time train status information: Amtrak currently provides train status information through a number of channels, including announcements at staffed stations, Passenger Information Display System (PIDS) signs on station platforms, and online through the “train status” feature on its Web site and mobile apps. Amtrak also provides train status updates and delay reports intermittently via the Pacific Surfliner Twitter feed. The JPA should consider promoting the mobile app as a convenient way to access train status information, but also improve the reliability of messages through the Twitter feed in the event of service disruptions.

Rail 2 Rail: Continue to work with Amtrak, Metrolink and Coaster to offer a Rail 2 Rail benefit to customers that provides an adequate reimbursement rate to the Pacific Surfliner JPA for carrying Metrolink and Coaster pass holders on state-funded intercity trains. The program should be focused on serving shoulder and off-peak hours when commuter service is not available and when Pacific Surfliner trains typically have more capacity.

Station improvements: Using previous studies and input from member agencies and station owners, compile a list of prioritized capital projects at stations that could be candidates for minor capital program funds. Consider a corridorwide call for projects with a small local match requirement that provides an incentive for station owners, including cities and local transportation agencies, to prioritize funding for station and platform improvements.


SCOPE OF WORK

Food and beverage: Continue to work with Amtrak to refine the café car menu to improve Customer Service Index scores for food and beverage service while maximizing revenue. Consider offering special events to allow a select focus group of riders to sample potential menu items.

OPERATIONS

Equipment and crew utilization: Work with Amtrak to conduct a thorough analysis of crew and equipment turns in an attempt to identify efficiencies that could allow additional trips to be added in the most cost effective manner possible given existing equipment shortages. Also examine productivity of Amtrak Thruway bus service and look for opportunities to increase ridership and revenue working with partners at connecting rail corridors/agencies.

On-time performance: Despite recent improvements, Pacific Surfliner on-time performance still regularly hovers near 85 percent. Work with Amtrak to regularly review delay reports to identify most frequent causes for delay (mechanical, passenger/freight train interference, passenger/baggage issues) and identify potential mitigations. Work with Amtrak to set an aggressive on-time performance goal, using a 92 percent goal as a starting point. Establish a multi-agency, formal working group to focus on fundamental causes of OTP issues that includes Amtrak, NCTD, Metrolink, BNSF Railway and Union Pacific.

Farebox recovery: Work with Amtrak revenue management and operations staff, member agencies and Caltrans to develop a plan to ensure that Pacific Surfliner farebox recovery remains above 55 percent, as stipulated in SB 1225, including marketing, finance/fare and operations components. Closely monitor operating cost per train mile to ensure service efficiency.

Differentiation of service: Work with Amtrak, Metrolink and Coaster to ensure the Pacific Surfliner service complements, rather than duplicates, commuter rail service on shared corridors. The LOSSAN Strategic Implementation Plan approved by the LOSSAN Board in 2012 envisions the Pacific Surfliner service as an intercity service that provides faster trip times with fewer stops and is complemented by enhanced commuter rail service

provided by Coaster and Metrolink. Station stopping patterns should be carefully reviewed against ridership demand and travel time impacts and should not cause state-funded intercity service to duplicate commuter service.

Service disruptions: Work proactively to strengthen partnerships and cooperation with Metrolink and Coaster to ensure the best customer service possible in the event of an unplanned track closure or service disruption. Prepare after action reports, including protocols for providing alternate transportation, compensation, and follow-up letter or memo e-mailed to passengers after major delays. Consider negotiating emergency bus bridge agreements with local transit agencies and private bus operators. Currently, Amtrak passengers typically do not have a bus bridge option, but must simply wait on the train for the tracks to clear after an incident, which can sometimes take several hours.

Special event service: Continue providing Pacific Surfliner service to special events that draw large crowds and are not well served by Metrolink or Coaster such as the Del Mar Races, ComicCon, Chargers football games, etc. Ensure that trains serving these events have sufficient capacity to avoid crush load situations and are staffed appropriately to ensure a positive customer experience. Ensure appropriate resources are made available to accommodate high demand on holidays, and before and after college/university breaks.


SCOPE OF WORK

Rail safety: Work with Amtrak and other rail operators in the corridor, as well as Operation Lifesaver, to continue to support rail safety outreach in the corridor. OCTA currently manages a comprehensive rail safety public outreach program and is an active member of Operation Lifesaver, with multiple staff members trained as Operation Lifesaver presenters.

CONNECTIVITY

Transit connectivity: Review the costs and benefits of the existing transit transfer program, which provides connectivity to local transit systems with a free transfer. The program has been suspended by Caltrans pending negotiation of new agreements with transit operators. A transit transfer program has the potential to increase ridership by offering passengers a seamless “last mile” connection from the train station to their final destination; however, transfer policies and reimbursement rates and terms would have to be carefully negotiated to ensure the program was cost effective.

On-board transit pass sales: Explore selling discounted prepaid one-day passes in the cafe car to allow connectivity with larger transit systems such as Metro in Los Angeles or MTS in San Diego that cannot accept paper transfers and have more expensive transfer rates. The Capitol Corridor offers a similar program that allows passengers to purchase pre-paid BART passes for a $2 discount.

Statewide connectivity: In making decisions about service levels and schedules, the Managing Agency should strive to balance the need for statewide connectivity from the Pacific Surfliner corridor to Amtrak Thruway buses and the San Joaquin and Capitol corridors with ridership demand and schedule constraints in local markets (e.g., Los Angeles to San Diego). It should also ensure future connectivity with the California High-Speed Rail project.

Schedule coordination: Work to improve coordination with Amtrak, Metrolink, and COASTER during schedule development. Consider implementing a memorandum of understanding among the three agencies outlining an annual schedule for service changes, and ensuring that the agencies have an in-person meeting well in advance of a proposed service change date where scheduling issues can be vetted before being presented to the LOSSAN TAC and Board for consideration. Planned work windows should also be coordinated through this group to minimize service disruptions.

MARKETING

Market research: Review past market studies conducted by Amtrak, Caltrans, Metrolink and Coaster to identify opportunities to increase ridership and revenue by providing schedules and frequencies that more closely align with consumer demand. Conduct regular on-board surveys and market studies to help identify target markets as well as strategies and tactics to penetrate those markets.

Joint marketing promotions: Work through existing LOSSAN Corridor Joint Marketing Group to better coordinate and leverage marketing resources at Amtrak and member agencies. Consider pooling resources to maximize effectiveness of limited LOSSAN marketing dollars by planning corridorwide promotions or campaigns supported at the local level


SCOPE OF WORK

by each member agency. Build on success of programs like “Car-Free Santa Barbara” by partnering with other local businesses, and convention and visitors bureaus.

Social media: Work to strengthen the Pacific Surfliner’s social media presence as part of a cost-effective marketing program. Caltrans has developed a well-established Facebook page with more than 73,000 followers, and more than 14,000 Twitter followers; however, both sites were inactive for nearly five months due to state budget and contract issues. Though the sites are now active, customer comments and questions still appear to go unaddressed.

Newsletter: Develop a quarterly newsletter that will be made available onboard trains as well as online. It would include service-related information, passenger comments and questions, and information on upcoming events and promotions, as well as a column from the Managing Director. The newsletter could highlight a different “weekend getaway” each issue, including information on destination deals and partnerships.

School groups: Continue to offer special promotions to incentivize school group travel to key destinations such as Mission San Juan Capistrano and Los Angeles Union Station. Work with local colleges and universities along the corridor on grass roots marketing efforts to promote the Pacific Surfliner as the preferred travel mode for students. Consider offering a discounted student summer pass.

Explore new corridors: Work with the Caltrans Division of Rail and local agencies to continue service development and advocacy efforts for new corridors identified in the California State Rail Plan that connect to the Pacific Surfliner corridor, including Coast Daylight service to San Jose and San Francisco, and Coachella Valley service to Palm Springs.

BOARD OF DIRECTORS INVOLVEMENT

Ride with Managing Director or Board members: Consider hosting a quarterly event on-board the train that allows passengers to provide input on Pacific Surfliner service to the Managing Director or Board Members face to face. Alternate between southern and northern section of the corridor and promote the event via LOSSAN Web site, social media and news media.

Board member rail pass: Offer Pacific Surfliner JPA board members a transportation pass that allows access to Pacific Surfliner trains. This encourages board members to ride the train more frequently to experience the service firsthand. Previous legal opinions allow publically elected board members to accept a transit pass in order to monitor the service they are appointed to govern.

Board member subcommittees: Consider establishing two Board subcommittees – a Planning and Operations committee and a Finance and Administration committee – which would meet quarterly to focus on detailed actions and develop reccomendations to forward to the full LOSSAN Board. Subcommitees would provide policy-level guidance to help impelement key initiatives identified in the annual Business Plan.


SCOPE OF WORK





aterials

COST PROPOSAL

RFPProposing

Agency

Combined Overhead (%)* = 142.10%Annual Escalation on Base Hourly Rates = 4.00%

Min Mid Max Min Mid Max Min Mid MaxFY 14 825 60% $82.00 $87.00 $92.00 $198.52 $210.63 $222.73 $163,781 $173,767 $183,754 FY 15 1,250 60% $85.28 $90.48 $95.68 $206.46 $219.05 $231.64 $258,079 $273,815 $289,552

2,075 $421,859 $447,582 $473,306

FY 14 690 50% $50.00 $57.50 $65.00 $121.05 $139.21 $157.37 $83,525 $96,053 $108,582 FY 15 1,030 50% $52.00 $59.80 $67.60 $125.89 $144.78 $163.66 $129,669 $149,119 $168,569

1,720 $213,193 $245,172 $277,151

FY 14 240 17% $29.98 $37.98 $45.97 $72.58 $91.94 $111.29 $17,420 $22,065 $26,710 FY 15 580 28% $31.18 $39.49 $47.81 $75.48 $95.61 $115.75 $43,781 $55,457 $67,132

820 $61,201 $77,522 $93,843

FY 14 240 17% $22.16 $28.05 $33.94 $53.65 $67.91 $82.17 $12,876 $16,298 $19,720 FY 15 580 28% $23.05 $29.17 $35.30 $55.80 $70.63 $85.46 $32,361 $40,963 $49,564

820 $45,237 $57,261 $69,285

5,435 $741,490 $827,537 $913,584

Min Mid Max Min Mid Max Min Mid MaxFY 14 250 18% $261.00 $261.00 $261.00 $261.00 $261.00 $261.00 $65,250 $65,250 $65,250 FY 15 495 24% $261.00 $261.00 $261.00 $261.00 $261.00 $261.00 $129,195 $129,195 $129,195

745 $194,445 $194,445 $194,445

745 $194,445 $194,445 $194,445

Year AmountFY 14FY 15

$0FY 14 $12,000 FY 15 $20,000

$32,000FY 14 $10,000 FY 15 $10,000

$20,000FY 14FY 15

$0

Subtotal, Other Direct Costs $52,000

Min Mid MaxTotal Start-up FY 14 $364,851 $395,434 $426,017 Total Start-up FY 15 $623,085 $678,549 $734,012 Total, Start-up Period $987,935 $1,073,982 $1,160,029

Signature Date

Worksheet 1LOSSAN Managing Agency RFP

Estimated Timeframe of December 2, 2013 - June 30, 2015

Shared Staff

Subtotal, Dedicated Staff

Dedicated LOSSAN Staff

Staff #3 Sr. Transportation Analyst

Staff #4 Sr. Administrative Assistant

%Share

LOSSAN Managing Agency


Staff #1 Jennifer Bergener

Staff #2 Michael Litschi

Loaded Rate/Hr*** Labor Amount

Name/Title of Authorized RepresentativeDarrell Johnson, CEO

Travel (mileage, train, other travel)

Consultant Services (specify)

Other Direct Costs (specify)

Total Start-up Costs

Assumes monthly trips to Sacramento during the ITA for key positions

Built into overhead rate

Other Direct Costs

Subtotal, Shared Staff

%Share

Office Space

Type

Shared Staff #1 James Donich/Ken Smart (legal)


Notes

Loaded Rate/Hr*** Labor Amount

Name Classification/Title YearActual

Hours**Base Rate/Hr

l for Initial Per Classification/Title YearActual

Hours** Base Rate/Hr

Min$364,8515$623,085

$987,935 $1


RFPProposing

Agency

Combined Overhead (%)* = 170.60%Annual Escalation of Rate/Hr (%) = 4.00%

Min Mid Max Min Mid Max Min Mid MaxFY 16 2,080 100% $88.69 $94.10 $99.51 $240.00 $254.63 $269.27 $499,197 $529,640 $560,074 FY 17 2,080 100% $92.24 $97.86 $103.49 $249.60 $264.82 $280.04 $519,165 $550,826 $582,477 FY 18 2,080 100% $95.93 $101.78 $107.63 $259.58 $275.41 $291.24 $539,931 $572,859 $605,776

6,240 $1,558,292 $1,653,324 $1,748,328

FY 16 2,080 100% $54.08 $62.19 $70.30 $146.34 $168.29 $190.24 $304,388 $350,035 $395,705 FY 17 2,080 100% $56.24 $64.68 $73.12 $152.19 $175.02 $197.85 $316,564 $364,037 $411,533 FY 18 2,080 100% $58.49 $67.26 $76.04 $158.28 $182.02 $205.77 $329,226 $378,598 $427,994

6,240 $950,178 $1,092,670 $1,235,232

FY 16 2,080 100% $32.43 $41.07 $49.72 $87.75 $111.14 $134.55 $182,511 $231,162 $279,855 FY 17 2,080 100% $33.72 $42.71 $51.71 $91.26 $115.58 $139.93 $189,812 $240,408 $291,049 FY 18 2,080 100% $35.07 $44.42 $53.78 $94.91 $120.20 $145.52 $197,404 $250,024 $302,691

6,240 $569,727 $721,594 $873,594

FY 16 2,080 100% $23.97 $30.34 $36.71 $64.86 $82.10 $99.34 $134,905 $170,768 $206,619 FY 17 2,080 100% $24.93 $31.55 $38.18 $67.45 $85.38 $103.31 $140,301 $177,599 $214,883 FY 18 2,080 100% $25.92 $32.82 $39.70 $70.15 $88.80 $107.44 $145,913 $184,703 $223,479

6,240 $421,119 $533,070 $644,981

FY 16 2,080 100% $50.74 $64.47 $78.20 $137.30 $174.46 $211.61 $285,577 $362,868 $440,145 FY 17 2,080 100% $52.77 $67.05 $81.33 $142.79 $181.43 $220.07 $297,000 $377,383 $457,751 FY 18 2,080 100% $54.88 $69.73 $84.58 $148.50 $188.69 $228.88 $308,880 $392,478 $476,061

6,240 $891,457 $1,132,729 $1,373,958

FY 16 2,080 100% $48.67 $54.08 $59.49 $131.71 $146.34 $160.97 $273,949 $304,388 $334,827 FY 17 2,080 100% $50.62 $56.24 $61.87 $136.97 $152.19 $167.41 $284,907 $316,564 $348,220 FY 18 2,080 100% $52.64 $58.49 $64.34 $142.45 $158.28 $174.11 $296,304 $329,226 $362,149

6,240 $855,160 $950,178 $1,045,196

FY 16 2,080 100% $49.75 $63.22 $76.70 $134.63 $171.07 $207.54 $280,037 $355,833 $431,683 FY 17 2,080 100% $51.74 $65.75 $79.76 $140.02 $177.92 $215.84 $291,239 $370,066 $448,951 FY 18 2,080 100% $53.81 $68.38 $82.95 $145.62 $185.03 $224.48 $302,888 $384,868 $466,909

6,240 $874,164 $1,110,767 $1,347,543

FY 16 2,080 100% $43.44 $54.87 $66.30 $117.54 $148.48 $179.41 $244,485 $308,835 $373,180 FY 17 2,080 100% $45.17 $57.06 $68.95 $122.24 $154.42 $186.59 $254,264 $321,188 $388,107 FY 18 2,080 100% $46.98 $59.35 $71.71 $127.13 $160.59 $194.05 $264,435 $334,036 $403,631

6,240 $763,183 $964,058 $1,164,918

49,920 $6,883,281 $8,158,390 $9,433,749

Min Mid Max Min Mid Max Min Mid MaxFY 16 200 10% $271.44 $271.44 $271.44 $271.44 $271.44 $271.44 $54,288 $54,288 $54,288 FY 17 200 10% $282.30 $282.30 $282.30 $282.30 $282.30 $282.30 $56,460 $56,460 $56,460 FY 18 200 10% $293.59 $293.59 $293.59 $293.59 $293.59 $293.59 $58,718 $58,718 $58,718

600 $169,465 $169,466 $169,465

600 $169,465 $169,466 $169,465

Year AmountFY 16FY 17FY 18

$0FY 16 $15,000 FY 17 $16,000 FY 18 $17,000

$48,000 FY 16 $550,000 FY 17 $1,125,000 FY 18 $1,125,000

$2,800,000 FY 16 $45,000 FY 17 $45,000 FY 18 $45,000

$135,000

Subtotal, Other Direct Costs $2,983,000

Min Mid MaxTotal FY 16 $2,869,337 $3,277,816 $3,686,376 Total FY 17 $3,535,710 $3,960,530 $4,385,431 Total FY 18 $3,630,699 $4,072,511 $4,514,408 Total, Initial Period $10,035,746 $11,310,857 $12,586,215

* Includes Labor Overhead, Fringe Benefit and General Administrative Expenses (% of Total Direct Labor Cost)** For calculating purposes, 2080 hours per year equals a full time staff position.*** Loaded Hourly Rate Calculation: $ Actual Hourly Rate X (1+Combined of Overhead&Fringe%) x escalation rate (1+escalation %)

Signature Date

Worksheet 2

YearActual

Hours**Base Rate/Hr

LOSSAN Managing Agency RFP

Estimated Timeframe of July 1, 2015 - June 30, 2018



Dedicated LOSSAN Staff Loaded Rate/Hr*** Labor Amount%

Share

Staff #1 Jennifer Bergener/Managing Director

Staff #2Michael Litschi, Deputy Director

Transportation & Strategic Planning

Staff #3 Sr. Transportation Analyst

Staff #4 Sr. Administrative Assistant

Staff #5 Operating & Mechanical Officer

Staff #6 Compliance Inspector (contracted)

Staff #8 Marketing Manager

Name/Title of Authorized Representative

Type

Office Space

Other Direct Costs (specify)

Total Initial Period Costs

Travel (mileage, train, other travel)

Consultant Services (specify)

Assumes quarterly travel to Sacramento for key positions, travel to and from Board/TAC meetings.

$1 million annual marketing contract (collateral development and ad buys), compliance inspector (above) is a contract position captured above, ridership modeling.

$45,000 annual insurance coverage; other costs built into overhead rate

Subtotal, Shared Staff

Darrell Johnson, CEO

Other Direct CostsNotes


Name Classification/Title

Name Classification/Title

Staff #1 James Donich/Ken Smart, Legal Counsel

Staff #7 Finance & Administration Officer

Subtotal, Dedicated Staff

Shared Staff

YearActual

Hours**Base Rate/Hr Loaded Rate/Hr*** Labor Amount%

Share


RFP

ProposingAgency

Min Mid Max

$741,490 $827,537 $913,584 $194,445 $194,445 $194,445 $52,000 $52,000 $52,000

$987,935 $1,073,982 $1,160,029

$6,883,281 $8,158,390 $9,433,749 $169,465 $169,466 $169,465

$2,983,000 $2,983,000 $2,983,000

$10,035,746 $11,310,857 $12,586,215

$11,023,682 $12,384,839 $13,746,244

Year Min Mid Max

FY 14 $364,851 $395,434 $426,017 FY 15 $623,085 $678,549 $734,012 FY 16 $2,869,337 $3,277,816 $3,686,376 FY 17 $3,535,710 $3,960,530 $4,385,431 FY 18 $3,630,699 $4,072,511 $4,514,408

$11,023,682 $12,384,839 $13,746,244

Signature Date

Worksheet 3LOSSAN Managing Agency RFP

Cost Proposal Summary

Estimated Timeframe of November 1, 2013 - June 30, 2015

Managing Agency Initial Period under ITA

July 1, 2015 - June 30, 2018

Name/Title of Authorized Representative

Managing Agency Dedicated Staff

Managing Agency Other Direct Cost

Managing Agency Start-up Cost

MANAGING AGENCY TOTAL COST

Managing Agency Dedicated StaffManaging Agency Shared StaffManaging Agency Other Direct Cost

Managing Agency Initial Period Cost


Managing Agency Shared Staff

Darrell Johnson, CEO

Managing Agency Start-up Cost

Managing Agency Initial Period under ITA


Cost Proposal for Start-up Period

Annual Costs

Total






aterials

REFERENCE MATERIALS

Since 2009, Michael Litschi has served as OCTA’s Section Manager of Rail Operations, where he oversees OCTA’s $20 million annual investment in the Metrolink commuter rail system as well as rail capital projects in Orange County. He recently managed the LOSSAN operations modeling work conducted by Parsons Brinckerhoff, which was an integral part of the business case in LOSSAN Strategic Implementation plan. Before that, Litschi served as Section Manager for Long-Range Strategies, where he worked on OCTA’s 30-year Long-Range Transportation Plan, and coordinated with the Southern California Association of Governments to ensure OCTA projects and priorities were accurately reflected in regional plans. He also monitored air quality issues for OCTA, and represented OCTA at the South Coast Air Quality Management District. Litschi also has previous experience in public relations and marketing at both OCTA,

where he served as the agency’s media spokesperson, and at Southwest Airlines. He received his masters’ of science degree in transportation management from the Mineta Transportation Institute at San Jose State University, where he was honored as class valedictorian and also received the 2010 Outstanding Student Award from U.S. Department of Transportation.

MICHAEL LITSCHI

PROJECT ROLE:Deputy Director, Planning and Transportation

EDUCATION:B.A. English, UCLA

M.S. Transportation Management, San Jose State University, Mineta Transportation Institute

PROFESSIONAL EXPERIENCE:OCTA: Media Relations, Long-Range Planning, Rail Operations

Southwest Airlines: Marketing

Jennifer Bergener has devoted her 15-year profession-al career to the advancement of rail transportation. Jennifer is a passionate leader who utilizes her relationships throughout OCTA’s vast array of functional areas to solve complex transportation problems. She is recognized and respected in the rail community and is known for her ability to garner consensus and move challenging projects through to completion.Jennifer currently serves as the Director of Rail & Facilities for OCTA. In this role, Jennifer is responsible for leading all aspects of the delivery of Orange County’s $3 billion program of complex public transit capital projects, including commuter rail expansion, new transit extensions, joint development, Metrolink operations and facilities engineering. Prior to leading the Rail & Facilities division Jennifer served as the Department Manager of Programming and Development. In this capacity, Jennifer was responsible for the administration of the state, federal

and local funding programs, and management of all Caltrans and OCTA programming and project development activities. Prior to serving the OCTA, Jennifer worked at San Mateo County Transit District overseeing the development of grants and funding programs. She also spent four years at Amtrak, serving in the capital programs and project controls functions. This experience has afforded Jennifer a vast array of knowledge and relationships throughout the state and the industry at large.

JENNIFER BERGENER

PROJECT ROLE:Managing Director

EDUCATION:B.A., Accounting & Business, University of San Diego

California State University Hayward, Strategic Management

APTA, Leadership Program

PROFESSIONAL EXPERIENCE:National Railroad Passenger Rail Corporation, (Amtrak), Transportation Analyst

San Mateo County Transit District, Sr. Project Manager

OCTA; Director of Rail & Facilities

RESUMES

REFERENCE MATERIAL


DENNIS KUKLIS

PROJECT ROLE:Strategic Advisor, exclusively to OCTA

EDUCATION:MBA, State University of New York

MCRP, Rutgers University

B.A., Geography & Urban Studies Montclair State College

PROFESSIONAL EXPERIENCE:National Railroad Passenger Rail Corporation, (Amtrak)

New York State, Department of Transportation Urban Mass Transportation Authority

As a strategic advisor, Dennis Kuklis brings with him more than 25 years of passenger rail experience including 17 years with Amtrak. Kuklis led the contract development and negotiation for Amtrak’s state-supported services, encompassing 13 states with annual contract values totaling more than $140 million. Of special note, Kuklis was the lead representative for negotiating the Capitol Corridor Joint Powers Authority Interagency Transfer Agreement on behalf of Amtrak. Kuklis also brings to the table extensive knowledge of Amtrak’s West Coast operations, including revenue projections, cost development for new and expanded routes/ frequencies as well as cost allocation rules for operating state supported services. This experience provides OCTA access to unparalleled experience during the ITA negotiation with the State, as Kuklis has agreed to support OCTA exclusively

Darrell Johnson has dedicated his entire professional career to the advancement of public transportation services. He carries with him more than 20 years of diversified experience in transportation planning, programming, finance, project development, project delivery, operations, government relations and community affairs. Johnson was with Amtrak for more than 13 years. His responsibilities included serving as the liaison for Amtrak with the California Transportation Commission, California Department of Transportation as well as the Metropolitan Transportation Planning Organizations and all transportation agencies within the State. Commensurate with this responsibility, Johnson also oversaw the development of cooperative agreements for joint capital projects, the development of the capital program for the West Coast operations and full financial analysis to support those invest-ments. Since 2003, Johnson has served OCTA in various capacities, including Capital Program Planning and Development, Director of Rail Programs and Transit Project Delivery, Deputy Chief Executive Officer and currently as the Chief Executive Officer. Johnson’s experience has afforded him the opportunity to build strong, cooperative relationships throughout the state, including those with LOSSAN member agencies and a wide range of other transportation stakeholders; he currently serves in a shared capacity as the LOSSAN Chief Executive Officers representative to the LOSSAN Board.

DARRELL JOHNSON

PROJECT ROLE:Strategic Advisor, exclusively to OCTA

EDUCATION:B.A., Political Science and Administrative Studies, University of California, Riverside

California State University Hayward, Strategic Management

ENO, Transit Executive Seminar

Harvard University, Senior Executives in State and Local Government

PROFESSIONAL EXPERIENCE:National Railroad Passenger Rail Corporation (Amtrak), Director of Business & Strategic Planning

OCTA, Chief Executive Officer

REFERENCE MATERIAL


Orange County Transportation Authority550 S. Main Street Orange, CA 92863-1584 (714) 560-OCTA www.octa.net

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