BOARD OF DIRECTORS MEETING

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1 DATE : Tuesday, October 14, 2014 TIME : 5:30 p.m. BOARD OF DIRECTORS MEETING PLACE : Vancouver Community Library, Columbia Room, 901 C. Street, Vancouver WA ( , debbiej@c-tran.org; Web site: Vancouver Community Library is accessible by C-TRAN Routes C-TRAN Routes #2, #4, #25, #30, #32, #37, #38, #44, and #105 The complete C-TRAN Board of Directors meeting packet is available on C-TRAN s website at AGENDA ITEM NO. PAGE NO. CALL TO ORDER AND PLEDGE OF ALLEGIANCE ROLL CALL OF BOARD MEMBERS APPROVAL OF AGENDA CITIZEN COMMUNICATIONS (Comments are limited to three minutes per person.) CONSENT ITEMS 1. APPROVAL OF BOARD MEETING MINUTES: SEPTEMBER 9, Contact Executive Assistant/Clerk of the Board Debbie Jermann. 2. TRANSMITTAL OF CLAIMS NUMBERED THROUGH PLUS NET PAYROLL PAID IN SEPTEMBER 2014, IN THE TOTAL AMOUNT OF $3,527, Contact Chief Financial Officer Diane O Regan. 27 1

2 ITEM NO. PAGE NO. CONSENT ITEMS (Continued) 3. CONTRACT AWARD: FIXED ROUTE BUS ENGINE REPLACEMENTS, STAFF REPORT # C-TRAN staff currently purchases replacement engines for fixed route on an as needed basis. To make the process more efficient and to help ensure C-TRAN is receiving the best value C-TRAN staff solicited bids from vendors to establish a five-year contract for these purchases. This will allow C-TRAN flexibility to purchase the engines as needed, through a competitively awarded contract. Contact Fleet Maintenance Manager Tim Shellenberger. 4. CONTRACT AWARD: DEMAND RESPONSE BUS ENGINE REPLACEMENTS, STAFF REPORT # C-TRAN staff currently purchases replacement engines for Demand Response on an as needed basis. To make the process more efficient and to help ensure C-TRAN is receiving the best value C-TRAN staff solicited bids from vendors to establish a five year contract for these purchases. This will allow C-TRAN flexibility to purchase the engines, as needed, through a competitively awarded contract. Contact Fleet Maintenance Manager Tim Shellenberger CONTRACT AWARD: TOWING SERVICES, STAFF REPORT # C-TRAN staff currently requests tows for vehicles on an as needed basis. To make the process more efficient and to help ensure C-TRAN is receiving the best value C-TRAN staff solicited bids from towing providers to establish a five-year contract for these services. This will allow C-TRAN flexibility to purchase these services as needed through a competitively awarded contract. Contact Fleet Maintenance Manager Tim Shellenberger. 6. CONTRACT AWARD: BUS RAPID TRANSIT (BRT) RIGHT-OF-WAY ACQUISITION SERVICES, STAFF REPORT # On August 12, 2014, the C-TRAN Board of Directors authorized the release of a Request for Proposals for right-of-way acquisition services for the Fourth Plain Bus Rapid Transit project. The purpose of the procurement is to hire a firm to provide professional real estate services to assist with temporary and permanent easement and right-of-way acquisition services for the Fourth Plain Bus Rapid Transit project. Contact Director of Planning & Development Scott Patterson. 47 2

3 ITEM NO. PAGE NO. CONSENT ITEMS (Continued) 7. METROPOLITAN PLANNING ORGANIZATION AGREEMENT GCB 1935, STAFF REPORT # Pursuant to Federal Law (Title 23, CFR Section 450 subpart C) designated Urban Area Metropolitan Planning Organizations such as RTC, Public Transportation Operators (C-TRAN) and the state (WSDOT) are required to enter into a Metropolitan Planning Agreement (Agreement) to define roles and responsibilities for carrying out mutual responsibilities of metropolitan transportation planning. RTC has two existing Agreements in place; one each with C-TRAN (executed February 1995) and WSDOT (executed November 1995). Since adoption of those Agreements, the applicable federal laws and administrative procedures have changed, and the Agreements need to be updated to reflect the new Federal Metropolitan Transportation Planning requirements. The RTC approved the Agreement at their October 7, 2014 meeting. Contact Executive Director/CEO Jeff Hamm. 8. CONTRACT AMENDMENT NO. 4 FOURTH PLAIN BUS RAPID TRANSIT PROJECT, STAFF REPORT # On June 11, 2013, the C-TRAN Board approved a contract award to Parsons Brinckerhoff for the project development phase of the Fourth Plain BRT project. Amendments to this contract must be brought before the C-TRAN Board of Directors prior to work commencing. Amendment No. 4 to this contract authorizes the design of Phase 1 of the lighting upgrades to allow for increased lighting and added security. The original contract included a provision for additional work on BRT related projects at the Administration, Operation, and Maintenance facilities. Amendment No. 4 will allow for the completion of the design work for Phase 1 of the lighting upgrades for the south lot and the east lot of the C-TRAN maintenance facility. The work includes enhanced lighting to design to be implemented prior to the final design of the overall project to increase security and safety in the east and south lots. This work is being designed and implemented in an accelerated phase in response to the 2013 Safety Study conducted by Bickmore Risk Services. Having the design work being conducted by the same consultant will ensure continuity and consistency in the design and will minimize the potential for design conflicts. Contact Director of Planning & Development Scott Patterson

4 ITEM NO. PAGE NO. ACTION ITEMS 1. STATE CONTRACT AWARD: FIXED ROUTE VEHICLE PURCHASE, STAFF REPORT # On January 14, 2014, the C-TRAN Board of Directors authorized the release of a Request for Proposals for the purchase of replacement buses and bus parts for C-TRAN s Fixed Route service. The contract established through this RFP was to be for five years to allow for future replacements, as budget is available. Contact Director of Operations Lynn Halsey. (Staff Presentation Estimated at 5 Minutes) 2. INTERLOCAL AGREEMENT WITH CITY OF VANCOUVER FOR THE TRANSFER OF DEVELOPER FEES TO C-TRAN FOR LOCAL MATCH FOR THE FOURTH PLAIN AT GRAND BUS RAPID TRANSIT (BRT) STATION, STAFF REPORT # As a part of C-TRAN s BRT Project, C-TRAN is proposing the construction of a new BRT Station along Fourth Plain Boulevard, just east of its intersection with Grand Boulevard, in front of the recently constructed Wal-Mart. During the development review process for the Wal-Mart and BRT projects, City of Vancouver staff coordinated with both parties to identify overlapping improvements along the street frontage adjacent to both projects. Based on this process, it was determined that the most efficient manner in which to construct the ultimate frontage improvements would be to include those improvements in the BRT project. Pursuant to Vancouver Municipal Code, the developer agreed to provide $153,582 in funds in lieu of the construction of frontage improvements along portions of Fourth Plain Boulevard and Grand Boulevard. The Agreement represents the terms and conditions under which the City will transfer these developer funds to C-TRAN to be incorporated into the BRT project as local match, which will include the completion of the required frontage improvements as well as the BRT stations located at that intersection. Construction of the BRT project is anticipated to start in the summer of Contact Director of Planning & Development Scott Patterson. (Staff Presentation Estimated at 5 Minutes)

5 ITEM NO. PAGE NO. ACTION ITEMS (Continued) 3. INTERGOVERNMENTAL AGREEMENT BETWEEN C-TRAN AND TRIMET FOR SERVICES RELATED TO ELECTRONIC FARE COLLECTION SYSTEM, STAFF REPORT # Staff is asking the C-TRAN Board of Directors to authorize the Executive Director/CEO to execute an Intergovernmental Agreement between C- TRAN and TriMet for services related to a regional electronic fare collection system (e-fare) and authorizes payment of the fixed price method. In addition, the Board is asked to authorize the Executive Director/CEO to enter into a contract with INIT for the direct purchase of equipment related to the e-fare project. Contact Chief Financial Officer Diane O Regan. (Staff Presentation Estimated at 20 Minutes) 80 COMMUNICATIONS From the Chair 1. Appointment of the Executive Director/CEO 2014 Evaluation Committee From the Board From the Executive Director/CEO 1. Executive Director/CEO 2014 Goals & Objectives, 2 nd and 3 rd Quarter (April - September) Updates From Legal Counsel 121 ADJOURNMENT 5

6 C-TRAN BOARD OF DIRECTORS MEETING MINUTES September 9, 2014 The C-TRAN Board of Directors meeting was held Tuesday, September 9, 2014 at Vancouver Community Library, Columbia Room, 901 C. Street, Vancouver, WA. CALL TO ORDER Acting Chair Bill Ganley called the meeting to order at 5:30 p.m. ELECTION OF CHAIR PRO TEM FOR THE SEPTEMBER 9, 2014 MEETING: Board Member Bill Ganley advised that Chair Tim Leavitt and Vice-Chair Jim Irish were both unable to attend this evening. According to Robert s Rules of Order, the first order of business is the election of a Chair Pro Tem. ANNE McENERNY-OGLE MOTIONED, JACK BURKMAN SECONDED, AND MOTION CARRIED TO ELECT BILL GANLEY AS CHAIR PRO TEM. ROLL CALL OF MEMBERS PRESENT: Ed Barnes, Jack Burkman, Bill Ganley, Bart Hansen (Alternate for Tim Leavitt), Roy Jennings, David Madore, Anne McEnerny-Ogle, Ron Onslow (Alternate for Jim Irish) ABSENT: Connie Jo Freeman, Tom Mielke STAFF PRESENT Executive Director/CEO Jeff Hamm, Legal Counsel Tom Wolfendale, Director of Operations Lynn Halsey, Chief Financial Officer Diane O Regan, Director of Maintenance Celia Sherbeck, Director of Planning & Development Scott Patterson, Director of Human Resources & Labor Relations Suzanne Pfeiffer, Operations Chief Debra Wright, Senior Manager of Information Technology Bob McMahan, Paratransit Services Manager Walt Gordon, BRT Project Manager Chuck Green, Community Outreach Coordinator Katy Belokonny, Financial Manager Julie Syring, Executive Assistant/Clerk of the Board Debbie Jermann. PLEDGE OF ALLEGIANCE Chair Pro Tem Ganley led the Pledge of Allegiance. C-TRAN Board of Directors September 9, 2014 Minutes Page 1 of 15

7 CITIZEN COMMUNICATION TO THE BOARD JUDY TIFFANY, Vancouver, WA said she hopes for a smooth meeting and urged the Board to consider a good bus system that strengthens the community, when voting on matters. HARRY KIICK, Vancouver, WA stated in the past, primarily one Board Member has made a point of stating that the Board is bound to follow the vote of the public. Mr. Kiick advised that the average voter turnout in Clark County is an average of 30 percent, so the majority of the voting public is not voting, and leaves the decisions up to the C-TRAN Board. Those citizens expect the decisions made to have long-term impacts, as opposed to dealing with an issue short term. Mr. Kiick said he believes the decision to move the Fourth Plain Bus Rapid Transit (BRT) project forward will have a positive impact on the corridor for the long-term, as compared to the suggested short-term fix of simply adding an additional bus to the route. Mr. Kiick said he supports and appreciates the decisions made by the C-TRAN Board. Board Member David Madore said the Board does have autonomy to make any decision and to override the will of the voters; however, when an election is held and the majority of those who voted reject a project (i.e. CRC and Fourth Plain BRT), the Board should respect that vote. LANETA JOHNSTON-MEEKER, Riverside, CA said she has been a resident of southern California for the past 20 years; however, is a regular visitor to the Pacific Northwest. Ms. Johnston-Meeker said she is very appreciative of the local transit system and is pleased to see the system expanding. Cooperation between all transit systems in the region is beneficial to all users, and will draw tourists and Oregon residents to Clark County. Ms. Johnston-Meeker advised that when she is visiting Vancouver, she uses the #4 route extensively through Clark County and into Oregon. Ms. Johnston-Meeker stated that C-TRAN has many benefits that are needed in Riverside s transit system. STEVE SCHRAG, Vancouver, WA advised he moved from California two years ago and is shocked that C-TRAN does not offer a Senior Day Pass and urged the Board to consider. JOHN SHREVES, Vancouver, WA stated he is representing ATU 757 and urged the Board to approve the contract this evening. FRED DOREY, Vancouver, WA stated he is a resident of Smith Towers, and in 2012, donated his personal vehicle to Public Broadcasting, and began using public transit. Mr. Dorey stated he is a member of the C-TRAN Citizen Advisory Committee (CCAC), which recently was provided a presentation of the efare project. Mr. Dorey stated he believes efare will be reliable and he strongly encouraged Board support. C-TRAN Board of Directors September 9, 2014 Minutes Page 2 of 15

8 CONSENT 1. APPROVAL OF BOARD MEETING MINUTES: AUGUST 12, TRANSMITTAL OF CLAIMS NUMBERED THROUGH PLUS NET PAYROLL PAID IN AUGUST 2014, IN THE TOTAL AMOUNT OF $4,975, Board Member David Madore asked that Consent Agenda item No. 2 be pulled for separate consideration. 3. REAPPOINTMENT OF BRET ROSKE TO THE C-TRAN CITIZEN ADVISORY COMMITTEE, STAFF REPORT # The C-TRAN s Citizens Advisory Committee recommends Mr. Roske be re-appointed for a second term representing the Community at Large. Mr. Roske s background, working with seniors, people with disabilities and public transportation, makes him uniquely qualified for this position. Mr. Roske works with Ride Connections, a nationally recognized private nonprofit transportation program in Portland. The Citizen s Advisory Committee feels Mr. Roske s qualifications strengthen the communication between the community, social service organizations, and C-TRAN. 4. VEHICLE DISPOSAL REQUEST, STAFF REPORT # C-TRAN vehicles #171 (1999 Ford Taurus SE Wagon); #176 (2000 Ford Taurus Sedan); #182 (2004 Dodge Grand Caravan SE), and #181 (2005 Dodge Caravan) have reached the end of their useful lives. Maintenance staff recommends, that due to operational concerns and maintenance costs, the vehicles be declared surplus and disposed of in such a manner as to render the greatest possible return. On February 27, 2012, C-VAN vehicle #2165 experienced an engine fire causing extensive damage to the vehicle. Staff held on to the vehicle remains to remove usable spare parts. All parts of value have since been removed from the vehicle and staff recommends disposal of the remains. 5. LABOR AGREEMENT: AMALGAMATED TRANSIT UNION 757 FIXED ROUTE AND PARATRANSIT OPERATORS, STAFF REPORT # Board Member David Madore asked that Consent Agenda item No. 5 be pulled for separate consideration. 6. REQUEST FOR PROPOSALS AND REQUEST FOR STATEMENT OF QUALIFICATIONS CRITERIA: FOURTH PLAIN BUS RAPID TRANSIT (BRT) PROJECT, STAFF REPORT # Board Member David Madore asked that Consent Agenda item No. 6 be pulled for separate consideration. 7. CONTRACT AWARD: FISHER S LANDING TRANSIT CENTER SOUTH PARKING LOT EXPANSION DESIGN, STAFF REPORT # On May 13, 2014, the C-TRAN Board of Directors authorized the release of a Request for Statement of Qualifications for the Fisher s Landing South Parking Lot Expansion Design. The purpose of the procurement is to hire a firm to design the expansion of the Fisher s Landing south parking lot to address parking capacity concerns and better serve customers who use the transit center. C-TRAN Board of Directors September 9, 2014 Minutes Page 3 of 15

9 8. STATE CONTRACT AWARD: FIXED ROUTE CONNECTOR VEHICLES, STAFF REPORT # C-TRAN has two, 29-foot Optima vehicles (#2256 and #2257) that were purchased in 2004 and have reached the end of their useful life. These vehicles operate in C-TRAN s Fixed Route Connector service and have become increasingly unreliable and costly to maintain. It is recommended that these vehicles be declared surplus and replaced with two cut-away transit vehicles. C-TRAN has recently completed a review of its existing and planned routes and related vehicle capacities. As a result, C-TRAN is planning minor adjustments in the distribution of various coach sizes in its fleet to better match demand. These size adjustments will be made through normal replacement and surplus plan. In this case, the two 29 foot coaches will be replaced with the two 25 cutaways to meet the needs of connector service. 9. CONTRACT AWARD: MERCHANT SERVICES - CREDIT CARD PROCESSING, STAFF REPORT # On January 14, 2014, the C-TRAN Board of Directors authorized the release of a Request for Proposals for the provision of merchant services to process payments accepted with credit cards. The purpose of the procurement was to replace our previous contract that had expired. JACK BURKMAN MOTIONED, ANNE McENERNY-OGLE SECONDED, AND MOTION CARRIED TO APPROVE CONSENT AGENDA ITEMS 1, 3, 4, 7, 8, AND TRANSMITTAL OF CLAIMS NUMBERED THROUGH PLUS NET PAYROLL PAID IN AUGUST 2014, IN THE TOTAL AMOUNT OF $4,975, Board Member Madore stated he believes the payment for legal expenses (page 75 of Board Agenda Packet), to K&L Gates is excessive and he cannot support paying this expense while fares are being increased. RON ONSLOW MOTIONED, JACK BURKMAN SECONDED, AND MOTION CARRIED WITH DAVID MADORE MOVING NAY, TO APPROVE THE TRANSMITTAL OF CLAIMS NUMBERED THROUGH PLUS NET PAYROLL PAID IN AUGUST 2014, IN THE TOTAL AMOUNT OF $4,975, LABOR AGREEMENT: AMALGAMATED TRANSIT UNION 757 FIXED ROUTE AND PARATRANSIT OPERATORS, STAFF REPORT # Negotiations for a new C-TRAN ATU Operator contract began October 30, Since that time, the Operators have continued to work under the terms of the expired labor agreement. This bargaining unit has 247 members. A tentative agreement that addressed the issues of both parties was reached on July 25, This agreement was ratified by the membership on August 22, Major financial terms of this contract agreement include: C-TRAN Board of Directors September 9, 2014 Minutes Page 4 of 15

10 Wages: September 1, % September 1, % September 1, % September 1, 2015 re-opener September 1, 2016 re-opener Insurance: The bargaining unit will participate in an Agency-wide Health Care Joint Committee. The parties will utilize the Joint Health Care Committee process for plan year 2015/2016, using a 7.5% maximum increase to the 2014 PEPM (per employee/per month) premium calculation. If rates exceed 7.5%, the committee will work together to reduce costs not to exceed the 7.5%. Health care, which will be tied to wages and longevity, is subject to a reopener for years 2015 and Longevity: Employees will earn longevity pay based on the following schedule: Years Rate $ $ $ $.60 Longevity pay will not be retroactive. Longevity pay will remain in effect through August 31, Continuation of the longevity schedule will be part of the reopener on wages and health care. Absent an agreement on wages and health care, this provision is discontinued effective September 1, Overtime: For hours worked over eight (8) on the Fixed Route Extra Board, employees will earn time and half pay. Board Member Madore said he is not opposed to the contract but feels it would be appropriate for the Board to have the opportunity to see the entire contract prior to approval. Executive Director/CEO Jeff Hamm advised staff can provide the entire document in the future, but that has not been past practice as staff provides extensive updates to the Board in Executive Session as negotiations progress. Board Member Ron Onslow asked if he had requested to view a copy in the C-TRAN offices prior to the meeting, it that would have been possible. Executive Director/CEO Hamm said yes. C-TRAN Board of Directors September 9, 2014 Minutes Page 5 of 15

11 ANNE McENERNY-OGLE MOTIONED, JACK BURKMAN SECONDED, AND MOTION CARRIED WITH DAVID MADORE VOTING NAY, TO AUTHORIZE THE C-TRAN BOARD CHAIR, EXECUTIVE DIRECTOR/CEO, AND THE NEGOTIATING TEAM TO SIGN THE PROPOSED AGREEMENT BETWEEN C-TRAN AND THE ATU REQUEST FOR PROPOSALS AND REQUEST FOR STATEMENT OF QUALIFICATIONS CRITERIA: FOURTH PLAIN BUS RAPID TRANSIT (BRT) PROJECT, STAFF REPORT # On July 8, 2014, C-TRAN s Board of Directors approved the necessary local funding for the Fourth Plain Bus Rapid Transit (BRT) project and authorized C-TRAN s Executive Director/CEO to complete a Small Starts Grant Agreement with the Federal Transit Administration (FTA). The grant agreement with FTA is expected to be completed later this year and in order to maintain the current project schedule; there are several procurements that need to be sent out for solicitation. C-TRAN s procurement policy requires all equipment and services of this nature to be procured through a competitive process Foot BRT Articulated Bus Purchase With this solicitation, C-TRAN is seeking a contract that will facilitate the purchase of 10 vehicles for the BRT project and that would provide options for an additional five vehicles for future non-brt related purchases. These options would be contingent upon funding availability and would be brought before the C-TRAN Board for approval prior to execution. C-TRAN plans to award a five-year contract with one firm to provide C- TRAN with the required vehicles. 2. Construction Management Services C-TRAN is looking to award up to three separate contracts for construction management services. These services are needed due to the lack of in-house staff and expertise to manage the different construction components within the BRT project. The need for multiple contracts relates to the different types of construction projects to be completed, as well as the timing of the projects. 3. Art Consistent with similar transit projects nationwide and FTA regulations, the Fourth Plain BRT Project will incorporate functional art into some of the BRT stations. A BRT Project Art Committee has been formed and will be responsible for the evaluation and recommendation of the artists for contracting to the C-TRAN Board. Board Member Madore asked for clarification that the Board would have the opportunity to approve the funding for the Fourth Plain BRT project. Director of Planning & Development Scott Patterson said yes. Board Member Madore asked that the Board have the opportunity to review the materials before submittal to the Federal Transit Administration (FTA). C-TRAN Board of Directors September 9, 2014 Minutes Page 6 of 15

12 Director Patterson advised staff could provide Board Members what has already been provided to the FTA. There is a checklist that has been developed for the project and submitted to the FTA. The BRT project team conducts regular conference calls with the FTA. Executive Director/CEO Hamm advised that if there was any change to the scope of the project, staff would come back to the Board. Board Member Madore asked staff to provide him a copy of the form that was submitted to the FTA that shows questions and responses. Director Patterson said he would contact the consultant team and find out the status of the document. Board Member Madore said a draft of the document is acceptable. JACK BURKMAN MOTIONED, BART HANSEN SECONDED, AND MOTION CARRIED WITH DAVID MADORE VOTING NAY, TO AUTHORIZE STAFF TO ISSUE THE REQUEST FOR PROPOSALS AND REQUESTS FOR STATEMENT OF QUALIFICATIONS AS DESCRIBED FOR THE FOLLOWING PROCUREMENTS THAT ARE PART OF THE FOURTH PLAIN BRT PROJECT: FOOT BRT ARTICULATED BUS PURCHASE; 2) CONSTRUCTION MANAGEMENT SERVICES (UP TO THREE SEPARATE CONTRACTS): a) Maintenance Facility & South Lot; b) Corridor Construction; c) Westfield Vancouver Mall Transit Center; AND 3) BRT STATION ART. PRESENTATIONS 1. TRAVEL TRAINER PROGRAM UPDATE C-TRAN Travel Trainer Veronica Marti provided the report, as outlined in the PowerPoint presentation attached to these minutes as Exhibit A. Board Member Bill Ganley said he supports training videos for many aspects of learning to use transit. Board Member Madore said it is a wonderful program Director of Operations Lynn Halsey noted that the program is funded in part (50 percent) by a grant, which includes staff salary. Board Member Onslow said it is a fabulous program and successful because it is so personal to the person. Board Member Roy Jennings asked how many C-VAN customers per year are moved to Fixed Route. Trainer Marti stated, to date there are 17 customers who have been travel trained. C-TRAN Board of Directors September 9, 2014 Minutes Page 7 of 15

13 ACTION ITEMS 1. INTERGOVERNMENTAL AGREEMENT WITH TRIMET FOR efare & FARE RECIPROCITY, STAFF REPORT # C-TRAN and TriMet entered into a non-binding Memorandum of Understanding (MOU) in January 2013, which provided a framework to review and analyze the proposed e-fare project. The e-fare project includes a system of payment devices, validators, a communication network, a back office, and a payment process. Electronic fares are simple to understand, easy to use, provide seamless transfer to the customer, establishes better fiscal controls for revenue collection, reduces fare leakage, facilitates more efficient operations, and provides data the agency does not currently possess. C-TRAN Chief Financial Officer Diane O'Regan and TriMet Director of Revenue Operations Chris Tucker presented the e-fare project to the C-TRAN Board of Directors on February 11, The agencies have been working cooperatively to establish a common set of understandings on the design and implementation of e-fare. The e-fare project has completed the conceptual design phase and is currently in preliminary design, which includes C-TRAN in an advisory capacity only. The next step is for the Board to decide whether to authorize further agreements in order for C-TRAN to continue participating in the project. This working draft of the IGA includes general responsibilities for C-TRAN and TriMet through the system development and operations phases of this project. While all the clauses are important and the entire draft should be thoroughly reviewed by the Board, the following are some provisions for the Board of Directors to consider relating to this I GA. 1. Term (Section 1, Page 2) Seven years from effective date of IGA or five years after commencement of operations, whichever is later. Parties may negotiate an extension. 3. TriMet General Responsibilities (Section 3, Page 3) TriMet shall protect from unauthorized disclosure all data and reports related to the e- Fare system. C-TRAN is requesting immediate notification for all requests related to the C-TRAN system prior to releasing such information (Section 3 L). TriMet shall serve as the host Party for e-fare system back office (e.g. system administration, deposits, fiscal and accounting controls, and reconciliation, etc.). TriMet will be the fiscal agent for all transactions through the e-fare systems back office system (Section 3 R). 4. TriMet Warranties (Section 4, Page 5) C-TRAN is seeking warranties and assurance of service performance similar to what the agency would receive from any service provider. TriMet is drafting a warranty section for C-TRAN review. C-TRAN Board of Directors September 9, 2014 Minutes Page 8 of 15

14 5. C-TRAN General Responsibilities (Section 5, Pages 5-6) C-TRAN will own and maintain e-fare equipment on C-TRAN vehicles, which requires a contract directly with INIT. The prices, terms, warranties, and conditions are guaranteed through TriMet's contract with INIT. (Section 5) TriMet is requesting C-TRAN to reimburse for any Washington state taxes that TriMet may be obligated to pay solely due to this e-fare contractual relationship (Section 5 H). 6. System Development Phase (Section 6, Page 6) TriMet has offered C-TRAN an option of Fixed Price or Allocated Cost for the initial capital investment, referred to as the Systems Development Phase. To elect the Fixed Price method would guarantee the agency would pay no more than the Fixed Price during the Systems Development Phase for costs located in Exhibit B-1 of the IGA. To elect the Allocated Cost method would allocate actual costs to C-TRAN based on ridership, which is estimated as six (6) percent of total combined ridership. The Fixed Price method is fifty four (54) percent higher than the budgeted allocated costs method. The benefit of the Fixed Price method is placing a ceiling on the costs, which limits C-TRAN exposure to cost escalation and budget overrun. The downside is C-TRAN may pay more than it might have for the final product. 7. Operational Phase (Section 7, Pages 6-8) Operational phase of the e-fare project is expected to begin in early TriMet will give C-TRAN at least 180 days written notice before the estimated start of operations. Upon receipt, C-TRAN will have 90 days to elect to enter into the Operations Phase or walk away from the project (Section 7 A). TriMet has offered C-TRAN an option of Fixed Price or Allocated Costs for operating expenses. These expenses include e-fare call center operations, back office operations, program management, software escrow, maintenance agreement, regional e-fare cards, credit/debit sales processing fees, and open payment processing fees. The estimated costs provided from TriMet have a disclaimer that the final costs of the project and resulting feasibility will depend on actual implementation and operating costs, competitive market conditions, final project scope, implementation schedule, continuity of personnel, and engineering and other variable factors. As a result, the final project operations costs will vary from the estimates presented today. The formula for the Fixed Price is forty (40) percent increase over the Allocated Cost option. Both options include a ten (10) percent contingency on the total. The operating costs are based on seventy-three (73) percent of the costs being variable with usage. Costs incurred above and beyond budget that are specifically for C- TRAN's benefit, such as report building, will be an additional expense. Additional expenses will also include an allocation of system change upgrade costs as it relates to maintaining the e-fare system with current technology and requirements (Section 7). The Parties agree that after two years of e-fare operations, the Parties will review Tap Allocation verses Ridership Allocation as the appropriate calculation for sharing Operating Costs. Theoretically, Tap Allocation is smaller than Ridership Allocation as the customers riding with cash will not be traveling using e-fare media (Section 7). C-TRAN Board of Directors September 9, 2014 Minutes Page 9 of 15

15 TriMet, as holder of all deferred revenue, will be responsible for unclaimed property. All unclaimed property shall be subject to applicable state laws regarding unclaimed property (Section 7 L). 8. General Terms and Conditions (Section 8, Pages 8-13) The Dispute Resolution language in the IGA is consistent with how the two agencies have been resolving issues, which has worked very well to date. This provision provides a mediation step prior to any legal remedy pursued (Section 8 K). Each agency will be responsible for responding to public disclosures requests to the specific agency in accordance with applicable state law (Section 8 AA). 9. Legal Relations (Section 9, Pages 13-15) The General Indemnity is reciprocal. It is important to note that each Party shall be responsible for their own attorney's fees, costs or other legal expenses and all such fees, costs and expenses shall not be recoverable by the prevailing Party (Section 9 C). Each agency waives all claims against each other for any consequential, incidental, indirect, special, exemplary or punitive damages regardless of whether any such claim arises out of breach of contract, guarantee or warranty, tort, product liability, indemnity, contribution, strict liability or any other legal theory (Section 9 E). The termination provision provides for mutual termination for mutual agreement or due to a material breach. There is not a termination for convenience (Section 9 H). TriMet prefers the applicable law and jurisdiction to be in Oregon. C-TRAN prefers the applicable law and jurisdiction to be in Washington. This is still being negotiated (Section 9 J). 10. Exhibit A-5 Principles and Examples At the August 12, 2014 Board of Directors meeting, Chief Financial Officer Diane O'Regan presented the fare policy changes that are informing the design of the e-fare system. Currently, customers can purchase monthly passes beginning on the 22nd of the month for the following month. This means the customer must have money for the entire monthly pass amount before purchasing the pass in order to realize the discount. The preliminary design for e-fare changes the fare policy from a monthly pass to a monthly fare cap (day fare caps are also available). This allows the customer to load cash on the transit card when they have the money available. As the customer uses their transit card throughout the month, the fare is deducted to provide the customer the best value for the day and the month. Once the customer has paid the monthly cap for the calendar month, all other rides are provided with no additional charge (Attachment 2a). It is important for the C-TRAN Board to understand this is a major deviation from current fare policy and changes the way everyone will think of fares. In the future, should the C- TRAN Board wish to restructure the fare into a different design then C-TRAN will bear the cost of the restructuring. Moreover, TriMet could ultimately say no to the redesign. C-TRAN Board of Directors September 9, 2014 Minutes Page 10 of 15

16 Also, at the August 12, 2014 Board of Directors meeting, Diane O'Regan CFO presented fare reciprocity in the future e-system. Fare reciprocity and associated calculations will become a back office function. Collected revenue would be calculated and shared in proportion to each agency's share of the base (unadjusted) fares for all rides taken by an e-fare user in a month. At the end of each month, for each user, the value of base fares for boardings with each agency would be added up and each agency's share of the total determined. The collected revenue would be shared in proportion to those shares. All boardings would be counted individually to determine this proportion. In cases where agency-specific programs provide a discount or require a premium fare, the corresponding increase or decrease in revenue relative to the base fare would accrue to the originating agency. For Example, an adult transfers from C-TRAN Express service to TriMet Fixed Route service and takes boarding rides on TriMet that are covered by the transfer from the C- TRAN Express ticket. Boarding Ride Agency & Service Base Fare Premium Fare Paid Boarding Time 1 C-TRAN $2.50 $1.25 $3.75 9:00 a.m. Express 2 TriMet FR $2.50 $0.00 with 9:45 a.m. free transfer 3 TriMet FR $2.50 $2.50 3:30 p.m. 4 C-TRAN $2.50 $1.25 $1.25 with 4:00 p.m. Express free transfer Total $10.00 $2.50 $7.50 There is $7.50 of total revenue: $5.00 of basic fares, plus the additional $2.50 premium for the C-TRAN Express service. The $5.00 is allocated with $5/$10 = 50 percent to TriMet (for boarding rides 2 and 3) and $5/$10 = 50 percent to C-TRAN (for boarding rides 1 and 4). C- TRAN receives an additional $2.50 in premiums so its total revenue is $5.00, while TriMet s revenue is $2.50 (Attachment 2a). Executive Director/CEO Hamm said staff is asking the Board to provide direction to staff on the draft Intergovernmental Agreement between C-TRAN and TriMet for services related to a regional electronic fare collection system (e-fare). Staff hopes to have the IGA ready for Board consideration and approval at the October 14, 2014 Board meeting. Board Member Roy Jennings asked for clarification that TriMet would be responsible for the back office, including meeting a deadline for implementation. Chief Finance Officer (CFO) O Regan said yes. Board Member Jennings asked if there is a penalty for failing to meet the implementation deadline. C-TRAN Board of Directors September 9, 2014 Minutes Page 11 of 15

17 Legal Counsel Tom Wolfendale stated there is not a penalty for liquid damages included in the draft contract, nor is an operational go live date. It is not anticipated that transit cards and advertising will not begin until it is certain the system will be operational. CFO O Regan stated the draft agreement states that TriMet will provide C-TRAN at least 180 days notice prior to the go live date, and that is when C-TRAN expects to start marketing the service. Board Member Jennings asked what the consequences are if that does not happen. Executive Director/CEO Hamm said a contingency plan would be in place. Board Member Jennings suggested the agreement include details to strengthen the go live date issue, which minimizes risk. Board Member Madore said he is a supporter of technology but needs to emphasize what a bad decision he believes approving this agreement would be. When private companies develop software, it is a tremendous challenge, and to expect a public bureaucracy the size of TriMet to create this type of software is a bad idea. Board Member Madore also questioned depending on TriMet to be the fiscal agent for C-TRAN funds, especially that they exist in another state, and they are not known to make practical decisions. Board Member Madore stated he understands the goals of the project, but urged caution and not approve this agreement. Legal Counsel Wolfendale advised that TriMet is not developing the software, but rather contracting with INIT, who is a private company. Legal Counsel Wolfendale asked Board Member Madore if there were any terms or conditions that could be included to help him trust the partnership. Board Member Madore said the agreement would partner C-TRAN with the same agency that supported the Columbia River Crossing (CRC) project, which includes a $200 million loss of funds, and cannot envision any terms that would make it better. Board Member Burkman said based on what he read in the draft agreement, TriMet is contracting with CH2M Hill on the project and using pieces of software from various private developers for this system. CFO O Regan confirmed that while the system is being designed custom to the region, all open architecture is from private developers. Executive Director/CEO Hamm stated the manner in which the system is being developed is consistent with the systems in Utah and Chicago. Board Member Burkman said it appears the efare system is being customized, but not being built from the ground up. C-TRAN Board of Directors September 9, 2014 Minutes Page 12 of 15

18 Board Member Jennings said he supports the efare system, but does have concerns with start up, as it is common to have issues. Board Member Jennings asked Board Member Madore if there were any provisions he would like to see included in the agreement for TriMet s consideration, or is he opposed to any dealings with TriMet. Board Member Madore said he does not support working with an agency that is not familiar with this type of system. C-TRAN should let TriMet launch the efare system and be successful, but does not feel C-TRAN should take on this liability, as C-TRAN will lose control and autonomy. Executive Director/CEO Hamm said the principal objective is to make travel throughout the region seamless. If C-TRAN chooses not to participate, Clark County riders will not be able to use their passes on the TriMet system. Twenty percent of Clark County riders travel to Portland. If there are two separate systems, the riders who travel to Portland will have to pay two fares. Legal Counsel Wolfendale asked Board Member Jennings if the agreement contained language asking TriMet to conduct a successful demonstration project prior to full implementation, if that would address his concerns regarding the startup date. Board Member Madore said TriMet is a transit agency; not a software development company, and said there must be at least one transit agency in the United States that has solved this problem and created an industry standard. If TriMet is successful by themselves, then C-TRAN could join the system. Board Member Ed Barnes said he believes that TriMet went through a proper procurement and it will be the responsibility of the contractor to ensure the system works. Legal Council Wolfendale stated that TriMet has signed a prime contract with a vendor (INIT) to design, develop, and implement the efare system. C-TRAN is not a party to this contract. Board Member Bart Hansen said public agencies often pool their resources to be more efficient, and it would be difficult to find one system in any public agency that does not have any customization. Board Member Hansen asked if credit card processing fees will be passed on to the riders. CFO O Regan responded different options are still be discussed, such as charging the fee at the ticket vending machines, but the impact to ridership needs to be considered. Board Member McEnerny-Ogle stated the TriMet website contains information on the project, including the names of vendors selected for different parts of the project. C-TRAN Board of Directors September 9, 2014 Minutes Page 13 of 15

19 Executive Director/CEO Hamm advised that C-TRAN has done business with INIT for many years. Board Member Burkman said it is necessary to partner with TriMet as we operate in the same region. Board Member Burkman said he would support a fixed date for implementation, or a time frame at a minimum. CFO O Regan said in the operations phase, C-TRAN would receive at least 180 days notice when ready to go operation and could, at that time, chose not to enter into the next phase. Board Member Madore said this project is similar to the Oregon Health Plan website issues with Oracle, and the problem is who is in the driver s seat. The system should be with a private company who is able to process the financial and credit card information. Board Member Madore said if this agreement is approved, it will be the second contract with TriMet that will be a liability for C-TRAN. The agreement will give up local control and flexibility. Board Member Madore urged the Board to keep using the current system without TriMet. Board Member Jennings confirmed that the presentation is only an update to the Board and staff will be coming back in October with the request for approval. CFO O Regan confirmed that is correct. Chair Pro Tem Ganley asked who runs the streetcar in Portland. Executive Director/CEO Hamm said the City of Portland. Chair Pro Tem Ganley asked if the City of Portland is also negotiating with TriMet for the efare system. Executive Director/CEO Hamm said the City of Portland will be involved in the efare system but he is not sure if they are currently negotiating. CFO O Regan advised that staff will be asking for Board approval of the Agreement at the October 14, 2014 meeting, and will also be asking for Board approval to purchase the equipment for the buses. The agreement will be sent to the State Auditor for a non-binding review. CFO O Regan stated staff will provide the Board the proposed agreement as far in advance of the October Board Meeting as possible. Chair Pro Tem Ganley recessed the meeting at 7:06 p.m. to move into an Executive Session for approximately 20 minutes. C-TRAN Board of Directors September 9, 2014 Minutes Page 14 of 15

20 EXECUTIVE SESSIONS 1. LEGAL COUNSEL REQUESTED EXECUTIVE SESSION (AGREEMENT WITH TRIMET FOR OPERATIONS & MAINTENANCE OF LIGHT RAIL TRANSIT (LRT)) PURSUANT TO RCW (1)(i) The Executive Session adjourned at 7:26 p.m. with no action taken. Chair Pro Tem Ganley reconvened the open session at 7:30 p.m. ACTION ITEMS (Continued) 2. POSSIBLE BOARD ACTION REGARDING THE CONTRACT WITH TRIMET FOR OPERATIONS & MAINTENANCE OF LIGHT RAIL TRANSIT (LRT) ANNE McENERNY-OGLE MOTIONED, DAVID MADORE SECONDED, AND MOTION CARRIED TO INSTRUCT THE EXECUTIVE DIRECTOR/CEO AND LEGAL COUNSEL TO CONTINUE COMMUNICATING WITH TRIMET REGARDING THE CONTRACT; SEND A LETTER TO TRIMET WITH C-TRAN S POSITION REQUESTING A RESPONSE BY CLOSE OF BUSINESS ON NOVEMBER 12, 2014; ADD AN AGENDA ITEM TO THE NOVEMBER 18, 2014 BOARD MEETING FOR DISCUSSION AND POSSIBLE ACTION. COMMUNICATIONS From the Chair None From the Board None From the Executive Director/CEO Executive Director/CEO Hamm advised that Chair Tim Leavitt had asked that the Board Policies on Board Conduct and Electronic Presentations at Board meetings, be delayed until the full board is in attendance, which will be the November 18, 2014 meeting. Executive Director/CEO Hamm advised that arguments will be made on the Block Veto Declaratory Judgment on Friday, September 12, 2014 at 1:30 p.m. From Legal Counsel None ADJOURNMENT Hearing no further business, the meeting was adjourned at 7:33 p.m. Prepared By: Debbie Jermann, MMC C-TRAN Board of Directors September 9, 2014 Minutes Page 15 of 15

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