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Metro Gold Line Foothill Extension Construction Authority Board Meeting Minutes

Agenda Item 7.a.

April 25, 2018 Page 1 of 8

DRAFT UNTIL APPROVED BY BOARD OF DIRECTORS

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Metro Gold Line Foothill Extension Construction Authority SPECIAL Board Meeting Construction Authority Offices

406 E. Huntington Drive, Suite 202 Maria Dalton Community Room

Monrovia, California 91016

BOARD MEETING MINUTES April 25, 2018

12:00 PM

1. Call to Order Chairman Tessitor called the meeting to order at 12:13 PM

2. Pledge of Allegiance Dan Evans led the Pledge of Allegiance.

3. Roll Call: Member Appointing Entity Present Absent

Voting Members Doug Tessitor, Chair City of Pasadena X Sam Pedroza, Vice Chair SGVCOG X Marisol Rodriguez (Alt) City of Los Angeles X Paul Leon City of South Pasadena X John Fasana LACMTA X Non-Voting Members Carrie Bowen Governor of California X Gene Masuda City of Pasadena X Daniel Evans City of South Pasadena X Alan Wapner SBCTA X Alternate Members Tim Sandoval SGVCOG — — Deborah Robertson SBCTA — —

4. Public Comments on Items On/Off Agenda Chair Tessitor inquired if there was anyone who wished to provide Public Comment on items on

or off the Agenda – hearing and seeing none, Chair Tessitor closed Public Comment.

5. CEO’s Monthly Report Mr. Balian reviewed the Critical Path Schedule for Claremont to Montclair which indicated that

the Board approved the RFP C2002 short-list and staff released the Draft RFP for Industry Review in February 2018; staff expects to present the SCRRA Master Cooperative Agreement to the Board in May 2018; finalize the BNSF Agreement in May 2018; release the RFP C2002 in May 2018; complete work with the Grade Crossing Working Group by June 2018; finalize Gap


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Funding by June 2018; submit USACE permits in July 2018; Award DB2 Contract in October 2018 and finalize SBCTA Funding and Construction Agreement by January 2021.

Board Member Fasana inquired if there had been any update or communication from Sacramento regarding the CAP and Trade allocations. Mr. Balian indicated nothing to date.

Item received and filed.

6. Consent Calendar: a. Approval of March 28, 2018 Minutes of Metro Gold Line Foothill Extension

Construction Authority Board of Directors Meeting Chair Tessitor requested a motion to approve the Consent Calendar. Board Member

Fasana made a motion to approve the Consent Calendar which was seconded by Board Member Pedroza and passed unanimously.

7. General Board Items: a. Approval of Los Angeles County Department of Public Works (LACDPW) Work

Authorization to support the Foothill Gold Line Project through FY 2019 in the amount of $75,000

Mr. Balian provided the report. Mr. Balian indicated that during the design and construction of rail transit projects such as the Foothill Gold Line, significant support from local jurisdictions and stakeholders is required. Mr. Balian indicated that this support has been typically obtained via work authorizations and funded by the agency responsible for the project’s design and construction. Mr. Balian indicated that a Letter of Agreement (LOA) was executed between the Authority and LACDPW in March 2010 and that LACDPW’s participation during the design and construction of the Foothill Gold Line Project is defined in the LOA. Mr. Balian indicated that the $75,000 for this work authorization will fund LADPW’s support of the Foothill Gold Line Project through fiscal year 2019, by providing design review, coordination, and completing other tasks as required through FY 2019.

Chair Tessitor requested a motion to approve a Los Angeles County Department of Public Works (LACDPW) Work Authorization to support the Foothill Gold Line Project through FY 2019 in the amount of $75,000. Board Member Fasana made a motion to approve the item which was seconded by Board Member Pedroza and passed unanimously.

b. Authorize CEO to Execute Amendment 3 to Contract No. C1163 with Nossaman LLP for General Counsel and Design-Build Legal Services in the amount of $500,000

Mr. Balian provided the report. Mr. Balian indicated that Nossaman LLP entered into a General Counsel and Design-Build Legal Services Agreement with the Construction Authority effective as of July 1, 2014. Mr. Balian indicated that under this agreement Nossaman provides various legal services to the Construction Authority, including


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general counsel services as well as litigation, real property and environmental legal services. Mr. Balian indicated that with the procurement for the Glendora to Montclair extension well underway and the award of the design-build contract for the extension expected later in fiscal year 2019, this amendment adds an amount of $500,000 primarily for legal services related to real property acquisition, environmental work, procurement, and general counsel services for fiscal year 2019. Mr. Balian indicated that this amendment also extends the term of the contract by two years, to June 30, 2020.

Chair Tessitor requested a motion to authorize the CEO to Execute Amendment 3 to Contract No. C1163 with Nossaman LLP for General Counsel and Design-Build Legal Services in the amount of $500,000. Board Member Fasana made a motion to approve the item which was seconded by Board Member Pedroza and passed unanimously.

c. Authorize the CEO to Execute Amendment 3 to Contract No. C1176 in an amount not to exceed $105,600 with Aaron Read & Associates, LLC for California Government Relations Services

Mr. Balian provided the report. Mr. Balian indicated that Aaron Read & Associates, LLC (“Aaron Read”) was awarded Contract No. C1176 for California Government Relations Services following a competitive negotiation procurement process that was conducted in the Spring of 2015. Mr. Balian indicated that Aaron Read has provided California state government relations services for a flat fee of $8,800 per month. Mr. Balian indicated that this Amendment 3 would extend the term to June 2019 and provide additional funding in an amount not to exceed $105,600.

Chair Tessitor requested a motion to authorize the CEO to Execute Amendment 3 to Contract No. C1176 in an amount not to exceed $105,600 with Aaron Read & Associates, LLC for California Government Relations services. Board Member Pedroza made a motion to approve the item which was seconded by Board Member Fasana and passed unanimously.

d. Authorize CEO to Execute Amendment 8 to Contract No. C1143 in an amount not to exceed $105,600 with Baker, Donelson, Bearman, Caldwell & Berkowitz, PC for Federal Government Relations Consulting Services

Mr. Balian provided the report. Mr. Balian indicated that Baker, Donelson, Bearman, Caldwell & Berkowitz, PC (“Baker”) was awarded Contract No. C1143 for Federal Government Relations Consulting Services following a competitive negotiation procurement process that was conducted in 2010. Mr. Balian indicated that Baker has provided to the Construction Authority federal government relations consulting services for a flat fee of $8,800 per month. Mr. Balian indicated that this Amendment 8 would extend the term to June 2019 and provide additional funding for an amount not to exceed $105,600. Board Member Fasana inquired that if the CAP and Trade dollars come thru and the need to possibly seek federal funds is greatly diminished if the contract should be reduced and make this the final year. Mr. Balian indicated that since the Authority has not sought federal funds in recent years that if that is the direction of the Board he would


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implement their direction. Mr. Balian indicated that Baker has provided representation and access in Washington, DC over the several years for the Authority which has been important and was also helpful in obtaining federal dollars for planning and intermodal planning and implementation during the project. Board Member Pedroza indicated that until funding has been secured he would recommend continuing with the contract and to review the matter next year.

Chair Tessitor requested a motion to authorize the CEO to Execute Amendment 8 to Contract No. C1143 in an amount not to exceed $105,600 with Baker, Donelson, Bearman, Caldwell & Berkowitz, PC for Federal Government Relations Consulting Services. Board Member Pedroza made a motion to approve the item which was seconded by Board Member Fasana and passed unanimously.

e. Receive and File Presentation on Real Property Acquisition Mr. Balian indicated that you know you have a real project if you start talking about real

estate. Mr. Balian indicated that it is very important to have a complete and thorough plan regarding real estate activities so as not to cause any delays. Mr. Balian indicated that the Authority has been very successful over the past two phases of the projects and after a top-to-bottom review of the past programs, Mitch Purcell and Rodrigo Gonzalez have refined and implemented new modifications to make the operation and implementation even better. Mr. Balian introduced Mr. Rodrigo Gonzales to provide the presentation on Real Property Acquisitions. Mr. Gonzalez indicated that in the last quarter of 2017 staff began putting together a team for Real Property Acquisitions. Mr. Gonzalez provided and overview of the team. Mr. Gonzalez provided a summary of the ROW communication and outreach program. Mr. Gonzalez provide and update of the Right of Way (ROW) acquisition update. Mr. Gonzalez also showed a graph with the anticipated ROW activity during the project. Board Member Pedroza inquired if a presentation will be provided to the TAC and JPA on an ongoing basis. Mr. Gonzalez indicated that he would be happy to present to both. Mr. Balian indicated that staff meet regularly with the cities and key stakeholders where real estate matter as discussed. Mr. Balian indicated that in addition to the real estate acquisitions that is a high volume of encroachments onto the ROW. Mr. Balian indicated that the real estate teams have built-in generous amount of lead time to that adequate time came be provided to resolve encroachments as well as not delay the project.


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Slide 1 Slide 2

Slide 3 Slide 4


f. Receive and File Oral Report on Phase 2B Parking Update Mr. Balian introduced Lisa Levy Buch, Chief Communications Officer, to provide the

presentation below. Slide 1 Slide 2


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Slide 3 Slide 4

Slide 5

Mr. Balian indicated that staff believes it would be prudent to review in detail and validate the recommendations that Metro is providing to the Construction Authority before moving forward.


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Chair Tessitor indicated that if there is a difference between Metro’s recommendations and the Construction Authority there will need to be discussion between the wo organizations regarding funding levels based upon the final recommendation approved by the Construction Authority. Mr. Balian indicated that there may also be a discussion with Metro regarding the parking forecast model and if there is agreement with the Metro recommendation or not. Mr. Balian also indicated that the cities do not want Metro to start charging for parking as well. Mr. Balian indicated that the cities are afraid that once paid parking is implemented that parking lots will empty out and spill onto the local streets and negatively impact residents and businesses. Ms. Levy Buch indicated that LMU rider survey showed that riders are willing to pay for parking as long as it is reasonable, and they assured a parking space. Board Member Fasana indicated that the benefit of the flat parking lots is the ability for them to transition into alternate transit-oriented uses. Chair Tessitor inquired if parking number is recommended different that that previously adopted in the EIR will a new EIR need to be conducted. Ms. Levy Buch indicate that at this time a new EIR is not anticipated but possibly a supplemental to the EIR.


g. Adoption of Procedures for Implementing the California Environmental Quality Act (CEQA)

Board Member Fasana inquired if these are new procedures or standard boilerplate procedures. Mr. Mitch Purcell indicated that they are more standard boilerplate and it was determined that the prior adoption of the procedures will included with other documentation and it was recommended that they should be adopted as a stand-alone document.

Chair Tessitor requested a motion to adopt Procedures for Implementing the California Environmental Quality Act (CEQA). Board Member Fasana made a motion to approve the item which was seconded by Board Member Pedroza and passed unanimously.

h. Receive and File Monthly Update as of March 2018 Mr. Balian introduced Chris Burner, Chief Project and Planning Officer to provide the

report. Mr. Burner indicated that with regard to the Glendora to Montclair segment, staff continued to attend coordination meetings with corridor City staff; continued negotiating the MCA with SCRRA for design and construction; preparing for final phase of geotechnical process (parking structures and TPSS sites); CPUC continued reviewing four (4) grade crossing applications packages; Authority submitted four (4) more grade crossing applications to CPUC for their review; Short-listed four (4) potential design-builders for the Phase 2B Alignment project; Released Alignment Industry Review package to Metro, SCRRA, SBCTA, corridor cities, and the four (4) short-listed potential design-builders; continued design of parking facilities and stations; completed updated


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noise and vibration analysis; continued work on composite utility drawings; finalized agreement with Golden State Water; continued negotiating agreement with Metropolitan Water District; completed review of various DB1 submittals; DB1 contractor preparing to start construction work in April 2018; DB1 contractor and Authority staff continued attending coordination meetings with utility owners and corridor City staff; and DB1 contractor continued permitting process, including steps for acquiring permit from SCRRA. Mr. Burner indicated that over the next 6 to 12 months, staff will complete final phase of geotechnical work; receive approval of the Type Selection for SR-57 and I-210 from Caltrans; receive approval of CPUC applications; execute MCAs with remaining third parties; obtain USACE permits; DB1 acquire all necessary permits prior to starting work; and release Request for Proposals for Phase 2B Alignment Design-Build Project. Board Member Evans inquired if the working relationship with SCRAA. Mr. Burner indicated that cooperation between he agencies has greatly improved.


8. General Counsel’s Report General Counsel Smith thanked the Board for the extension of Nossaman contract. 9. Board Member Comments Board Member Pedroza thank Gold Line staff for their support at the Claremont Earth Day.

Board Member Evans indicated that there will be an exhibit at the So Pasadena Library regarding rail transportation in South Pasadena.

10. Adjournment Chair Tessitor adjourned the meeting at approximately 1:00 pm.

MASTER COOPERATIVE AGREEMENT

FOR THE

METRO GOLD LINE – PHASE 2B

BY AND BETWEEN

THE SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY

AND

THE METRO GOLD LINE FOOTHILL EXTENSION CONSTRUCTION AUTHORITY

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TABLE OF CONTENTS

ARTICLE 1 - SCOPE AND DEFINITIONS ............................................................................... 2

1.0 Scope of Agreement .............................................................................................. 2

1.1 Duration of the Agreement ................................................................................... 2

1.2 Definitions............................................................................................................. 3

1.3 General Approach to Construction of the Project ................................................. 9

1.4 SCRRA Participation Generally ........................................................................... 9

1.5 SCRRA Jurisdiction within the Right-of-Way ................................................... 10

ARTICLE 2 - DESIGN AND CONSTRUCTION OF THE PROJECT AND REVIEW ....................................................................................................... 10

2.0 Engineering and Construction Coordination ...................................................... 10

2.1 Review of Design/Build Procurement Documents ............................................. 10

2.2 Design Criteria and Standards ............................................................................ 10

2.3 Review of the Design/Build Contractor Submittals............................................ 11

2.4 Work to be Performed by SCRRA...................................................................... 11

2.5 Project Management Plan (“PMP”) .................................................................... 14

2.6 Hazardous Materials ........................................................................................... 14

2.7 Protected Cultural Materials ............................................................................... 14

2.8 "As-Built" Drawings and Handover Documentation of Freight Trackway Rearrangements................................................................................................... 15

2.9 Disposition of Salvaged Materials ...................................................................... 15

2.10 Construction Authority Procurement and Delivery of Spare Parts ..................... 15

ARTICLE 3 - CONSTRUCTION AUTHORITY ACCESS ...................................................... 15

3.0 Construction Authority Access to Right-of-Way ............................................... 16

ARTICLE 4 - WORK AUTHORIZATION AND BILLINGS .................................................. 16

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4.0 Work Authorizations ........................................................................................... 16

4.1 Work Performed by SCRRA .............................................................................. 16

4.2 Issuance of Work Authorizations, Cost Management and Not-to-Exceed Amount 17

4.3 Work Authorization Changes ............................................................................. 18

4.4 Termination of Work Authorizations.................................................................. 18

4.5 Preparation of Billings ........................................................................................ 19

4.6 Procedures for Payments to SCRRA by Construction Authority ....................... 19

4.7 Audit and Inspection ........................................................................................... 19

ARTICLE 5 - DISPUTES RESOLUTION................................................................................. 20

5.0 Disputes............................................................................................................... 20

5.1 Dispute Notice .................................................................................................... 20

5.2 Provisional Remedies.......................................................................................... 20

5.3 Discussion and Mediation ................................................................................... 20

5.4 Institution of Legal Actions ................................................................................ 21

5.5 Continuing Performance ..................................................................................... 21

5.6 Implementation ................................................................................................... 21

5.7 Cooperation ......................................................................................................... 21

ARTICLE 6 - BETTERMENTS ................................................................................................. 22

6.0 Betterments Generally ........................................................................................ 22

6.1 Non-Betterment Items ......................................................................................... 22

6.2 Payments for Betterments ................................................................................... 22

ARTICLE 7 - FREIGHT TRACKWAY REARRANGEMENT................................................ 23

7.0 General ................................................................................................................ 23

7.1 Dispatching and Train Operations ...................................................................... 23

7.2 Project Activities with Potential to Foul or Obstruct the Freight Trackway ...... 24

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7.3 Roadway Worker On Track Safety ..................................................................... 24

7.4 Operational Inspection and Maintenance of the Freight Trackway .................... 26

7.5 Right of Entry Process ........................................................................................ 28

7.6 Rearrangement of Freight Trackway .................................................................. 30

7.7 Station Operations ............................................................................................... 31

ARTICLE 8 - TESTING AND START-UP ............................................................................... 32

8.0 General ................................................................................................................ 32

8.1 Contractual Testing ............................................................................................. 32

8.2 Pre-Turnback Operations .................................................................................... 33

8.3 SCRRA Addition of Punch List Items ................................................................ 34

8.4 Turnback of the Freight Trackway ..................................................................... 34

ARTICLE 9 - INDEMNIFICATION AND WARRANTIES .................................................... 34

9.0 Indemnification of SCRRA by Construction Authority ..................................... 35

9.1 Indemnification of Construction Authority by SCRRA ..................................... 35

9.2 Indemnification of Both SCRRA and Construction Authority ........................... 35

9.3 Insurance Program .............................................................................................. 36

9.4 Warranties ........................................................................................................... 36

9.5 Contractor Bonds ................................................................................................ 36

ARTICLE 10 - MISCELLANEOUS PROVISIONS ................................................................. 36

10.0 Approvals ............................................................................................................ 36

10.1 Further Documents.............................................. Error! Bookmark not defined.

10.2 Counterparts ........................................................................................................ 36

10.3 Survival of Rights ............................................................................................... 37

10.4 Severability ......................................................................................................... 37

10.5 Notification or Notices ........................................................................................ 37

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10.6 Alternate Notice .................................................................................................. 38

10.7 Statutory References ........................................................................................... 38

10.8 Construction ........................................................................................................ 38

10.9 Section Headings ................................................................................................ 38

10.10 Governing Law ................................................................................................... 38

10.11 Time of the Essence ............................................................................................ 38

10.12 Legal Rights ........................................................................................................ 39

10.13 Bonds/Fees .......................................................................................................... 39

10.14 Further Actions ................................................................................................... 39

10.15 Force Majeure ..................................................................................................... 39

10.16 Third-Party Beneficiaries .................................................................................... 39

10.17 Delegation to Design/Build Contractor .............................................................. 39

10.18 Exhibits ............................................................................................................... 40

10.19 Entire Agreement ................................................................................................ 40

10.20 Damage to Property ............................................................................................ 40

10.21 Authority of Parties ............................................................................................. 40

10.22 Binding Obligation.............................................................................................. 41

Exhibit A Project Description

Exhibit B Work Authorization Form

Exhibit C Additional Technical Terms

Exhibit D SCRRA Design Criteria and Standards / SCRRA Guidelines and Manuals

Exhibit E SCRRA Maintenance Instructions

Exhibit F Positive Train Control Implementation & Exclusive Work Windows

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MASTER COOPERATIVE AGREEMENT

FOR THE

METRO GOLD LINE – PHASE 2B

BY AND BETWEEN

THE SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY

AND

THE METRO GOLD LINE FOOTHILL EXTENSION CONSTRUCTION AUTHORITY

THIS MASTER COOPERATIVE AGREEMENT FOR THE METRO GOLD LINE, dated [______], 2018 (henceforth referred to as the “Agreement”) is made by and between the Metro Gold Line Foothill Extension Construction Authority, a public entity of the State of California (“Construction Authority”), and the Southern California Regional Rail Authority, a Joint Powers Authority existing under the laws of the State of California (“SCRRA”).

RECITALS

WHEREAS, Construction Authority is a public entity created by the California State Legislature pursuant to Section 132400, et seq. of the Public Utilities Code (“PUC”) for the purpose of completing the Los Angeles-Pasadena Foothill Extension Gold Line light rail project, formerly known as the Los Angeles-Pasadena Metro Blue Line, extending from Union Station in the City of Los Angeles to Sierra Madre Villa Boulevard in the City of Pasadena and any mass transit guideway that may be planned east of Sierra Madre Villa Boulevard along the rail right-of-way extending to the City of Montclair, including the design and construction thereof; Phase I of which is defined as the approximately 13.7 mile line from Union Station in the City of Los Angeles to Sierra Madre Villa Boulevard in the City of Pasadena (“Phase I”), and Phase II of which is defined as any extension east of Sierra Madre Villa Boulevard to the City of Montclair, a distance of approximately 24 miles (“Phase II”);

WHEREAS, Phase I has been in operation since July 2003;

WHEREAS, Phase II has been planned for construction in two phases or segments, from Pasadena to Azusa (“Phase 2A”) and from Azusa to Montclair (“Phase 2B”);

WHEREAS, Phase 2A has been in operation since March of 2016;

WHEREAS, the “Project” for purposes of this Agreement is Phase 2B;

WHEREAS, upon completion of Design and Construction, the Project will be turned over to the Los Angeles County Metropolitan Transportation Authority (“LACMTA”) for its use and operation as part of its overall transit system;

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WHEREAS, the Project’s Right-of-Way in Los Angeles County within the Pasadena Subdivision is owned by Construction Authority in trust for the LACMTA until completion of Project;

WHEREAS, SCRRA is a five-county joint powers authority, created pursuant to California Public Utilities Code Section 130255 and California Government Code Section 6500 et seq., to maintain, administer, and operate the “METROLINK” commuter train system on railroad rights-of-way owned by the five-county member agencies, or in the case of the Project on the Pasadena Subdivision right-of-way owned by the Construction Authority. The five-county member agencies are the following: LACMTA, Ventura County Transportation Commission (“VCTC”), Orange County Transportation Authority (“OCTA”), San Bernardino County Transportation Authority (“SBCTA”), and Riverside County Transportation Commission (“RCTC”); WHEREAS, SCRRA has an agreement with LACMTA for SCRRA to operate, maintain, dispatch and perform other functions related to the Freight Trackway, as those terms are defined herein;

WHEREAS, Rearrangement of the Freight Trackway is necessary for completion of the Project;

WHEREAS, Construction Authority and SCRRA desire to cooperate to ensure the Project is successful and meets the requirements of the Parties as set forth herein.

NOW THEREFORE, the Parties agree as follows:

ARTICLE 1 - SCOPE AND DEFINITIONS

1.0 Scope of Agreement

The foregoing recitals are incorporated into this Agreement by this reference. This Agreement specifies the procedures that Construction Authority and SCRRA will follow in implementing their respective roles and responsibilities in the Design and Construction of the Project. A brief summary of the Project is attached as Exhibit A. Both Construction Authority and SCRRA agree that each will cooperate and coordinate with the other in all activities as set forth herein.

1.1 Duration of the Agreement

Unless extended in writing by the mutual agreement of the Parties, this Agreement shall automatically terminate 180 Days following Construction Authority’s written notice to SCRRA that: (a) all Project Construction has been completed and that all SCRRA Construction punch list items have been completed, or (b) Construction Authority has otherwise determined to terminate this Agreement. Upon termination, Construction Authority shall reimburse SCRRA for all Costs incurred prior to the notice of termination to the extent SCRRA is entitled to such reimbursement pursuant to Article 4 of this Agreement. In the event this Agreement is terminated prior to the completion of all Project Construction within SCRRA’s jurisdiction, such Construction shall thereafter be subject to SCRRA's usual and customary permitting procedures and processes applicable to other contractors; except that, such permitting procedures and processes shall not apply if Construction Authority otherwise is exempted therefrom.

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1.2 Definitions

For the purpose of this Agreement, the following terms shall have the meanings set forth below:

Advanced Conceptual Engineering (ACE) means that certain conceptual engineering approved by the Construction Authority’s Board of Directors on September 26, 2016 as revised by the verification set of such conceptual engineering issued on June 15, 2017.

Alignment Design/Build Contract means, in the case of multiple Design/Build Contracts for the Project, the primary Design/Build Contract for the Project, exclusive of any components that are the subject of other Design/Build Contracts.

Alignment Design/Build Contractor means the Design/Build Contractor awarded the Alignment Design/Build Contract.

Approval means written approval by SCRRA Representative or Construction Authority Representative, whichever is applicable. Approval shall not, unless specifically indicated in writing by SCRRA Representative or Construction Authority Representative, whichever is granting the Approval, constitute a waiver of any standard, code, or other requirement in this Agreement.

Baseline Documents shall mean the Conformed Contract Documents, and any change orders to the Conformed Contract Documents.

Betterment means, except as set forth in Section 6.1, a change requested by SCRRA that will improve the level of service and/or capacity, capability, appearance, efficiency or function over that which is provided by the Baseline Documents.

BNSF means Burlington Northern Santa Fe railway.

Conformed Contract Documents means the final executed contract documents for Construction and/or Design, which includes, without limitation, all of the following documents: the adopted Final Environmental Impact Report, the Advanced Conceptual Engineering, the performance specifications, the prescriptive requirements of SCRRA Design Criteria and Standards, and the Design/Build Contractor’s proposal as may be amended by the Design/Build Contractor’s best and final offer.

Construction means the work of removal, demolition, replacement, alteration, realignment, building, and fabrication of all new fixed facilities, and procurement and installation of systems and equipment, that are necessary to operate and maintain the Project in accordance with the Baseline Documents.

Construction Authority has the meaning set forth in the Recitals to this Agreement.

Construction Authority Designee shall mean an employee of one of the contractors or consultants working for Construction Authority on the Project, which employee is designated by Construction Authority or the Alignment Design/Build Contractor for the performance of certain duties as described herein.

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Construction Authority Representative means the Chief Executive Officer of Construction Authority, or his/her authorized representative (as designated in a writing executed by the Chief Executive Officer). The Construction Authority Representative has the authority to, including: conduct meetings and reviews, and approve actions as required by this Agreement.

Construction Inspection means the process and procedure used by Construction Authority to determine that the Project is being, and has been, constructed and tested in accordance with the terms and conditions of the Design/Build Contract. Construction Index means the index of changes in material prices, wage rates, and supplements combined, excluding fuel as reported in the Association of American Railroads Cost Index, Quarterly Indexes of Chare Out Prices and Wage Rates (West). Construction Period means the duration from when Construction Authority assumes responsibility for the Freight Trackway until Substantial Completion of the Project.

Costs means all allowable Direct Costs and Indirect Costs for work performed by SCRRA pursuant to Section 4.1 [Work Performed SCRRA], or work performed by Construction Authority pursuant to Section 6.0 [Betterments Generally].

Current Scope of the Project means the Project as described in the Final Environmental Impact Report (FEIR).

Day(s) means calendar days, including Saturdays, Sundays, and legal holidays. See also definition of Working Days.

Design means that engineering, architectural and other design work and the resulting maps, plans, specifications, special provisions, drawings, calculations, computer software, and estimates which are needed to construct the Project.

Design/Build Contract means the agreement between Construction Authority and a contractor to Design, perform Construction, fabricate, install, and prepare for operations all or any portion of the Project (less the rail cars and other equipment provided by LACMTA).

Design/Build Contractor (DB Contractor) means the contractor(s) and/or team(s) of consultants and contractors that are awarded the Design/Build Contract(s) by Construction Authority.

Design/Build Procurement Documents means the entire package of documents to be sent to potential proposers that may be interested in submitting a proposal for award of a Design/Build Contract, including: requests for qualifications; cooperative agreements with the cities, utilities and SCRRA; SBE program; bonding requirements; change order & payment provisions; bidding and proposal requirements; environmental mitigation and requirements; scope of work; technical drawings and specifications; Design and Construction document reviews, procedures & approvals; quality control; safety program; and Construction procedures.

Design Review means the process of critical evaluation by Construction Authority, SCRRA and others as specified in this Agreement, and any additional review specified by Construction

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Authority, of plans and specifications that are developed by consultants and/or the Design/Build Contractor for the Construction of the Project.

Direct Costs means labor costs and costs of purchasing equipment and/or materials, without markup or overhead of any kind.

Dispute has the meaning set forth in Article 5.0.

Effective Date shall mean the date set forth in the preamble to this Agreement.

Exclusive Work Window shall mean a period of time for the performance of work, separate from and in addition to the work windows and work periods described in Section 7.6, during which no train service of any kind shall occur.

Facility means real or personal property now or in the future to be located within the Right-of-Way as part of the Project, including roadways, stations, parking, pipes, mains, services, meters, regulators, and structures, and any equipment, apparatus and/or structure appurtenant thereto or associated therewith.

Final Design means the technical engineering work required of the Design/Build Contractor to complete the engineering necessary to sign and seal drawings and specifications.

Final Environmental Impact Report (FEIR) means the Final Environmental Impact Report that analyzes and evaluates the environmental impacts of the Project and recommends measures to mitigate the potential adverse impacts, and includes any past or future addendum, supplement, or subsequent EIR. As of the date of this Agreement, Construction Authority certified the FEIR for Phase 2B in March 2013 and adopted a First Addendum in May 2014, a Second Addendum in December 2014, a Third Addendum in March 2016, and a Fourth Addendum in September 2017.

FRA means the Federal Railroad Administration.

Freight Track(s) means the railroad tracks where freight service occurs within the Right-of-Way and the railroad tracks on which SCRRA operates Metrolink commuter rail service.

Freight Trackway means the portion of Right-of-Way immediately adjacent to and including the Freight Tracks and directly related facilities, and excluding Transit Trackway; however, upon completion of the Rearrangement, the Freight Trackway will be limited to (a) the area between the inter-track fence or inter-track soundwall and Right-of-Way line fence in which the Freight Tracks are located, and (b) in the case of grade crossings, the area between a line drawn from the two endpoints of the inter-track fence or soundwall on either side of the intersection and a line drawn from the two endpoints of the Right-of-Way line fence or soundwall in which the Freight Tracks are located on either side of the intersection. (See also “Transit Trackway”).

Freight Trackway Work means the work required to complete the Freight Trackway and the grade crossings in the Transit Trackway.

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Governmental Authority means any government or political subdivision, whether Federal, State, or local, or any agency or instrument of any such government or political subdivision, or any Federal, State, or local court, other than SCRRA, LACMTA or Construction Authority.

Hazardous Materials means “Hazardous substances” or “pollutants” or “contaminants” as those terms are identified pursuant to the Comprehensive Response, Compensation and Liability Act of 1980, also commonly known as the “Superfund” law, as amended (42 U.S.C. Sections 9601 at seq.) (“CERCLA”), or as identified pursuant to Section 25316 of the California Health and Safety Code; and any “hazardous waste” listed pursuant to Section 25140 of the California Health and Safety Code; any asbestos or asbestos-containing materials; and petroleum, including crude oil or any fraction thereof, natural gas or natural gas as liquids, if discovered in the course of any Design, investigation or Construction of Project Facilities.

Indirect Costs means all costs that are not Direct Costs, including Construction Authority’s or SCRRA’s administration (such as overhead, salaries and benefits), legal, community outreach, SBE program, insurance, program management, ROW acquisition and management, utilities, environmental, special programs, Construction, procurement, and financing.

Industry Review means the period of review by selected construction and engineering firms and other stakeholders of final draft documents before they are released as part of the Design/Build Procurement Documents.

Los Angeles County Metropolitan Transportation Authority (LACMTA) means the public entity created by the California Legislature pursuant to PUC Section 130050.2 et seq. for, among other things, the design, construction and operation of rail and bus transit systems and facilities in Los Angeles County.

Laws means any law, rule, regulation, ordinance, statute, code or other requirement of any Governmental Authority.

Maintenance means the repair or renewal of track, signals, communications, passenger platforms and appurtenances or otherwise the maintaining of the Freight Trackway in good and working order in accordance with FRA requirements, CPUC requirements, and the prescriptive requirements of the SCRRA Maintenance Standards.

NTE Amount has the meaning set forth in Section 4.2(d) of this Agreement.

On Track Safety is the condition of being free of risk of injury due to the movement of trains or on-track equipment, as defined in 49 C.F.R. 214.

Operational Inspection means the process and procedure of examining track, signal, communications, passenger platforms and appurtenance facilities of the operating Freight Trackway, as specified by applicable Federal and State regulations or the prescriptive requirements of the SCRRA Maintenance Standards. In those provisions of this Agreement directly relating to continuing operation of trains on the Freight Trackway, the use of the term Operational Inspection shall mean “inspection” as specified in the applicable Federal regulations.

Parties means SCRRA and Construction Authority collectively.

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Party means SCRRA and/or Construction Authority, individually.

Pasadena Subdivision means the trackage with limits at the east end of Control Point Cambridge and on the west end at Mile Post 119.4 in the City of Irwindale.

Phase II means Phase 2A and Phase 2B.

Phase 2A means the portion of Phase II from the interface with Phase I in Pasadena to the end of the tail tracks for the Azusa Citrus station.

Phase 2B means the portion of Phase II from the interface with Phase 2A in Azusa to the end of the tail tracks for the Montclair station.

Positive Train Control (PTC) is a GPS-based safety technology that can stop a train and prevent train-to-train collisions, over-speed derailments, and unauthorized train movements.

Pre-Turnback Operations means the activities described in Section 8.2.

Project means the Design, Construction, relocation and maintenance of the Freight Trackway, and all other activities necessary to complete Phase 2B.

Rearrangement means the alteration, removal, replacement, reconstruction, support or relocation of the Freight Trackway or portion thereof, whether permanent or temporary, which Construction Authority determines must be rearranged in order to complete the Project.

Right-of-Way (ROW) means the real property required to construct, operate, and maintain the Facilities and systems that comprise the Project.

Right(s) of Entry is the permission of Construction Authority or SCRRA for persons or firms to perform work within the Right-of-Way.

San Gabriel Subdivision means the Metrolink San Bernardino Line, spanning from downtown Los Angeles to downtown San Bernardino.

SCRRA has the meaning set forth in the Preamble to this Agreement.

SCRRA Designee shall mean an employee of SCRRA or an employee of any contractor or consultant working on the Project for SCRRA, who is designated by SCRRA for the performance of certain duties as described herein.

SCRRA Design Criteria and Standards means that set of design criteria and standards in effect as of February 2018 set forth in Exhibit D under the heading “SCRRA Design Criteria and Standards”.

SCRRA Guidelines and Manuals means that set of design guidelines and manuals formally adopted by SCRRA as of February 2018 set forth in Exhibit D under the heading “SCRRA Guidelines and Manuals”.

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SCRRA Maintenance Standards means that set of guidelines and manuals formally adopted by SCRRA as of April 2018 set forth in Exhibit E under the heading, “SCRRA Maintenance Instructions”.

SCRRA Representative means its Chief Executive Officer, or his/her designated representative (as designated in a writing executed by the Chief Executive Officer). The SCRRA Representative has the authority to, including: conduct reviews, assign SCRRA staff, and make Approvals as required by this Agreement.

Significant Change means any change of mode or technology from the Baseline Documents that would directly affect the Freight Tracks on which Metrolink operates, or any other substantive change that directly affects the connectivity and operation of the Freight Tracks on which Metrolink operates, or any combination of those things. Design and Construction of the Project that is consistent with the Baseline Documents or that does not directly and materially affect the Freight Tracks on which Metrolink operates shall not be deemed to be a Significant Change.

Substantial Completion shall have the meaning set forth in the Design/Build Contract and may be applied to increments of work and to the Project as a whole.

Track Bulletin means a notice of conditions affecting the movement of trains or use of the track issued by the train dispatcher. For a complete definition of this term and instructions on how Track Bulletins are used in the operation of the Freight Track(s), refer to the current General Code of Operating Rules, current SCRRA Timetable, and current SCRRA General Order.

Track Warrant means an authorization issued by the dispatcher for the use of the Freight Track(s) by a specific train or work group. For a complete definition of this term and instructions on how Track Warrants are used in the operation of the Freight Track(s), refer to the current General Code of Operating Rules, current SCRRA Timetable, and current SCRRA General Order.

Transit Trackway means track and related facilities where the Construction Authority has jurisdiction, including the portions of Right-of-Way required for LACMTA rail passenger operations. (See also “Freight Trackway”).

Trust means the Trust established pursuant to the Property Trust Agreement between Construction Authority and the LACMTA.

Turnback means the process by which Construction Authority turns over the Freight Trackway to SCRRA, as more particularly described in Section 8.4.

Turnback Date means the date on which the Construction Authority meets the requirements set forth in Section 8.4.

Work Authorization means the document(s) that Construction Authority will issue upon agreement by the Parties as to Scope of Work and Direct Costs and Indirect Costs, which document authorizes SCRRA to perform any work, and to be reimbursed therefore, on the preparation and/or Review of design plans, operation plans, or other agreed to work plans, and to

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provide materials, labor inspection, and/or Rearrangements under the terms and conditions of this Agreement.

Working Day(s) means Days, excluding Saturdays, Sundays, and the following thirteen (13) legal holidays: New Years Day, Martin Luther King Jr. Day, President’s Day, Cesar Chavez Day, Memorial Day, Fourth of July, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve Day, and Christmas Day.

1.3 General Approach to Construction of the Project

The Construction Authority contemplates entering into one or two Design/Build Contracts for Phase 2B. The Alignment Design/Build Contract will be one of the Design/Build Contracts and the various parking facilities required for the Project may or may not be included as a separate agreement. The Construction Authority may also enter into other contracts for the construction and/or design/build of portions of the Project. Any Design/Build Contract and any contract entered into by the Construction Authority for the construction of the Project that would require a contractor to enter into the Freight Trackway is subject to this Agreement.

1.4 SCRRA Participation Generally

SCRRA shall participate in the Project, and Construction Authority will provide the opportunity for SCRRA to participate, in the areas set forth below and as more particularly described in this Agreement. The purpose of such SCRRA participation is to ensure that the Rearrangement of Freight Trackway will be compatible, functionally connected and operative with the existing Freight Trackway system. Subject to the procedures set forth in this Agreement, SCRRA’s participation in the Project consists of:

• Design Review and comment • Significant Change approval • Coordination meetings • Inspection rights • Participation in Construction and Operational Inspections • Implementation of Positive Train Control modifications • Coordination and implementation of work windows • Implementation of network critical integration cut-overs • Receipt of status reports • Train dispatching • Issuance of Track Bulletins and Track Warrants • Oversight of Construction Authority’s On Track Safety program • Oversight of Construction Authority’s Operational Inspection and Maintenance program • Oversight of Construction Authority’s Right of Entry process • Oversight of Construction Authority’s rearrangement of the Freight Trackway • Training of Construction Authority Designees • Pre-Turnback Operations • Turnback process

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• Participation in the Substantial Completion walk through inspections for incremental and final stages of completion and final acceptance process for the Project

1.5 SCRRA Jurisdiction within the Right-of-Way

At the time this Agreement is executed, SCRRA is the “railroad of record” of the Freight Trackway within the meaning of most Federal and State safety regulations; if this designation changes, this Agreement will be revised to adjust roles and responsibilities accordingly. Subject to the terms of this Agreement, SCRRA is responsible for certain administration, dispatch, maintenance and operation of existing Freight Trackway which provides freight service within the Right-of-Way; SCRRA’s administration responsibility includes the granting of access/Rights of Entry into the Freight Trackway.

ARTICLE 2 - DESIGN AND CONSTRUCTION OF THE PROJECT AND REVIEW

2.0 Engineering and Construction Coordination

The review process described below in Sections 2.1 through 2.4 will constitute the Design Review process for SCRRA and Construction Authority. Notwithstanding the foregoing sentence, SCRRA shall have the right to review, comment, and approve any Significant Change and if SCRRA disagrees with Construction Authority’s response to such comment(s), the Parties may pursue their disagreement in accordance with Article 5.

2.1 Review of Design/Build Procurement Documents

SCRRA agrees to review and comment on the Industry Review drafts of the Design/Build Procurement Documents during Industry Review. SCRRA shall have the right to review, comment on, and approve Significant Changes to the Design/Build Procurement Documents that are issued, within 30 Days after the Design/Build Procurement Documents are issued, and within 10 Days after any addenda thereto are issued. The provisions of this Section 2.1 shall not apply to any Design/Build Procurement Documents issued by Construction Authority prior to execution of this Agreement, except for the rights to review any addenda to those Design/Build Procurement Documents that may be issued after this Agreement is executed.

2.2 Design Criteria and Standards

A. To ensure that the final Rearrangement of Freight Trackway meets the requirements of the Current Scope of the Project and the expectations of Construction Authority and SCRRA, Construction Authority and its consultants and contractors will comply with the additional technical terms attached hereto as Exhibit C and the prescriptive requirements of SCRRA Design Criteria and Standards, except as waived in writing by SCRRA.

B. Notwithstanding anything in this Agreement to the contrary, (i) if Construction Authority determines that the SCRRA Design Criteria and Standards or SCRRA Maintenance Standards are contradictory or ambiguous, the Parties will follow the process set forth in Article 5 to determine which requirements, if any, should be followed and the best manner to proceed; and (ii) Construction Authority will seek to follow SCRRA

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Guidelines and Manuals whenever Construction Authority determines it is reasonably feasible and advisable to do so, and when Construction Authority determines not to follow SCRRA Guidelines and Manuals, Construction Authority will document the basis of its determination and provide said documentation to SCRRA. SCRRA will not seek or encourage any grade separation unless such grade separation is specifically identified by the CPUC as required. The SCRRA Design Criteria and Standards and SCRRA Maintenance Standards will be contained in the performance specifications of the Design/Build Procurement Documents.

2.3 Review of the Design/Build Contractor Submittals

A. SCRRA shall have 21 Days to review and comment on Design submittals, construction phasing plans, and any other documents mutually agreed by the Parties directly related to Freight Trackway at each level, up to and including 100% Design submittals.

B. Construction Authority may deem SCRRA to have no comment on the Project Design submittal to have occurred only after SCRRA’s review period has expired with no substantive comment(s).

C. SCRRA’s comments on any document are limited to commenting on consistency with applicable FRA requirements, CPUC requirements, SCRRA Design Criteria and Standards, SCRRA Maintenance Standards, and maintaining SCRRA’s operational level of service.

D. If during the Design Review process SCRRA requests changes to the submittals and such changes result in a change order under the Design/Build Contract, Construction Authority will not be obligated to make such change unless SCRRA agrees it shall be responsible for paying the cost of such change and any delay claim associated with the SCRRA requested change. If, however, the Construction Authority determines that a change is required to comply with applicable FRA requirements, CPUC requirements, the prescriptive requirements of SCRRA Design Criteria and Standards, or the prescriptive requirements of SCRRA Maintenance Standards, then Construction Authority shall pay for such change order.

E. In addition to SCRRA’s rights regarding Significant Changes, Construction Authority shall not implement any alternative technical concepts or value engineering changes that are not a Significant Change without SCRRA’s ability to comment on the proposed change.

2.4 Work to be Performed by SCRRA

SCRRA will work cooperatively with Construction Authority to complete the Project. SCRRA will have the following major responsibilities in relation to the Design/Build program:

2.4.1 Participation in the Organizations and Process

SCRRA will formally designate a member of its senior staff as SCRRA’s Representative and inform the Construction Authority Representative upon making the designation. SCRRA’s

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Representative will be the focal point of coordination and communication with Construction Authority’s Representative. In addition, when requested by Construction Authority, SCRRA will designate individuals to participate in the working groups and technical subcommittees formed by Construction Authority to address the issues and subjects which arise as part of the Design Review process described in Sections 2.1 through 2.4 herein.

2.4.2 Cooperatively Implement the Design Review Process

SCRRA will provide comments in a timely manner and will work with Construction Authority to suggest ways to resolve various issues that arise. The SCRRA Representative will work closely with the Construction Authority Representative in the Design Review process as it directly relates to operations issues, systems compatibility, connectivity, and compliance with SCRRA Design Criteria and Standards and SCRRA Maintenance Standards as set forth herein.

2.4.3 Provide Requested Technical Support and Third-Party Interface & Communications

Technical Support. When requested, SCRRA will provide technical support to Construction Authority, at the cost and expense of Construction Authority, throughout the Design and Construction period of the Project. The support may take many forms. For example, SCRRA will support the Construction Authority’s efforts to obtain approvals from the California Public Utilities Commission and SCRRA will assist the Construction Authority with obtaining permits where SCRRA is the only Party with standing to obtain particular licenses or permits.

Third-Party Interface & Communications.

• Construction Authority shall be the single point of communication regarding the Project. Unless requested or approved by the Construction Authority, SCRRA will not interface or communicate with any third-parties regarding the Project except as may be required to comply with regulatory requirements such as FRA requirements or CPUC requirements and to the extent authorized pursuant to Article 5.

• Subject to the preceding two sentences, in order to ensure consistency and accuracy of information being disseminated to the public, the Construction Authority shall be responsible for providing all Project and Construction-related outreach and communication; while SCRRA shall provide all outreach and communication regarding Metrolink operations and operational activities.

• The two agencies shall coordinate regarding any issues that will impact the other, to ensure that both agencies are aware of activities that may affect construction and/or operations and how those activities might impact the traveling public and/or surrounding area and neighbors.

2.4.4 Assist with Construction Inspection and Supervision

Upon request of the Construction Authority Representative and as mutually agreed with SCRRA, SCRRA will provide as-needed assistance to Construction Authority for the supervision and/or

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Construction Inspection of Construction by the Design/Build Contractor. This assistance will be in addition to the NTE Amount.

In addition, SCRRA will conduct a final inspection of the Freight Trackway prior to Turnback. SCRRA will generate a punch list of all outstanding items in accordance with Section 8.3.

2.4.5 Support Integrated Testing and Start-Up

Upon request of the Construction Authority Representative and upon terms mutually agreed by the parties, SCRRA will provide personnel and equipment such as geometry and rail flaw inspection vehicles necessary to support final inspection of the Freight Trackway as described in Article 7. This support will be in addition to the NTE Amount.

SCRRA will provide personnel and equipment as necessary to implement the final testing and integration of critical systems into SCRRA’s network as described in Article 8.

2.4.6 Meetings

The Construction Authority Representative or his/her designee, and/or Construction Authority Designee(s), shall hold monthly, or at a mutually agreed frequency, meetings with the SCRRA Representative or his/her designee at which SCRRA will be provided with, at a minimum, a look-ahead schedule and updates on any major changes to the project.

2.4.7 SCRRA Inspection Rights

SCRRA shall have the right to participate in the Construction Inspection and Operational Inspection of the Freight Trackway at any time, in accordance with this Section. SCRRA shall address all concerns and issues directly with Construction Authority field staff and not with the Design/Build Contractor.

(a) SCRRA may, at its election, participate in Construction Authority’s Operational Inspection program for the Freight Trackway elements with proper coordination with the appropriate Construction Authority field staff.

(b) SCRRA may, at its election, participate in pre-Construction activities directly related to the Freight Trackway, including review of Construction Work Plans directly related to the Freight Trackway.

(c) Construction Authority will notify SCRRA of systems factory testing, local field tests, and integration tests directly relating to the Freight Trackway. Construction Authority does not need to notify SCRRA of daily, ongoing material testing.

2.4.8 Integrated Project Office

(a) Construction Authority will, at the request of SCRRA, provide SCRRA with one desk, a phone and internet connection in the field office.

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(b) Construction Authority has the right to remove any SCRRA person or persons assigned to work at the integrated project office. Such right shall not be exercised unreasonably.

2.4.9 Positive Train Control (PTC)

(a) The Parties shall perform PTC-related work in accordance with Exhibit F.

(b) The Construction Authority will ensure compliance with the prescriptive requirements set forth in Exhibit F.

(c) Notwithstanding Sections 2.4.9(b) and (c), if the Construction Authority determines that the terms included in Exhibit F are contradictory or ambiguous, the Parties will follow the process set forth in Article 5 to determine which requirements, if any, should be followed and the best manner to proceed.

2.5 Project Management Plan (“PMP”)

Construction Authority shall provide SCRRA with copies of any Design/Build Contractor’s Project Management Plan (“PMP”) and any amendments thereto, directly relating to the Freight Trackway.

2.6 Hazardous Materials

2.6.1 Investigation of Sites

Except for Betterments, Construction Authority shall be responsible, at Construction Authority expense, for the investigation of potential Hazardous Materials sites within the Project Right-of-Way.

2.6.2 Responsibility for Remediation

Except for Betterments, if a finding is made that, as a result of Project activities, applicable Laws require remediation or removal of Hazardous Materials, Construction Authority shall be responsible, at Construction Authority expense, for any remedial or removal action required as a result of proceeding with Project, including the development of the necessary Project mitigation and remedial plans and designs. Locations subject to protection or remediation include any utility relocation work undertaken by Construction Authority. Remedial or protective actions proposed by Construction Authority shall be performed in accordance with the requirements of Federal and State regulatory agencies having jurisdiction.

2.7 Protected Cultural Materials

2.7.1 Responsibility for Remedial Action

Except for Betterments, if a finding is made that protected cultural material is present and would be impacted as a result of Project activities, Construction Authority shall be responsible, at

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Construction Authority expense, for any protective, custodial, managerial, or remedial action required as a result of proceeding with Project. Locations subject to protection or remediation include any utility relocation work undertaken by Construction Authority.

2.7.2 Development of Remedial Plans

Except for Betterments, Construction Authority shall be responsible for protective remedial action and responsible for all development of the necessary Project mitigation and remedial plans and designs, at no cost to SCRRA. Remedial or protective actions proposed by Construction Authority shall be performed in accordance with Federal and State regulatory agencies having jurisdiction.

2.8 "As-Built" Drawings and Handover Documentation of Freight Trackway Rearrangements

Construction Authority shall maintain a set of "As-Built" drawings of Freight Trackway Rearrangements performed by Construction Authority during the progress of Construction. Within sixty (60) Days following the completion of the Freight Trackway Work, the Construction Authority shall furnish SCRRA with full size As-Built plans, together with electronic files, showing all Facilities installed and all contract records, including system test certifications compliant with FRA regulations, Quality Control records, material and supplier compliance certifications, Operation and Maintenance manuals and spare parts. As-Built plans shall be signed by a Qualified Engineer licensed in the State of California. Electronic files including CADD drawings and PDFs of the plans and specifications shall be included. The As-Built drawings and specifications shall comply with SCRRA’s procedures and requirements for record documents and plans.

2.9 Disposition of Salvaged Materials

Construction Authority may salvage certain materials currently being used by SCRRA during the course of the Project. If salvage is to be reused, materials removed shall be stored by Construction Authority until such time as the progress of work allows the reinstallation of such materials. Materials which are not to be reused and which SCRRA desires to retain will be delivered to SCRRA at a mutually suitable location. Construction Authority may reuse salvaged rail and dispose of all other track material at no cost to SCRRA.

2.10 Construction Authority Procurement and Delivery of Spare Parts

Construction Authority shall deliver to SCRRA, at a mutually suitable location, spare parts in an amount not to exceed $500,000 for any components or systems installed by the Construction Authority in completion of the Freight Trackway that are technologically more advanced, or additional to, SCRRA current Design Criteria or SCRRA Maintenance Standards.

ARTICLE 3 - CONSTRUCTION AUTHORITY ACCESS

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3.0 Construction Authority Access to Right-of-Way

During the Construction Period, SCRRA shall grant to Construction Authority and its agents, including its Design/Build Contractor, full access into the Project Right-of-Way within SCRRA’s jurisdiction. The Construction Authority, Design/Build Contractor and any third-party shall comply with SCRRA’s track access, Right of Entry, and requirements including training, procedures, and operating rules, when accessing the Freight Trackway. The Construction Period starts upon notification by Construction Authority to SCRRA. Construction Authority affirms that all engineering, inspection, and Construction activity within the Right-of-Way, that has the potential to foul or obstruct the Freight Trackway, shall be performed in accordance with the On Track Safety and Right of Entry processes defined in Section 7.4 herein for the Freight Trackway.

ARTICLE 4 - WORK AUTHORIZATION AND BILLINGS

4.0 Work Authorizations

Subject to Section 4.2(d), the Construction Authority will provide funding to reimburse SCRRA for applicable work and/or services directly related to the Project through one or more Work Authorizations. The Parties agree that SCRRA has no obligation to perform any of the activities described in this Agreement prior to the issuance of a properly conforming and fully executed Work Authorization. Construction Authority also acknowledges that it may not refuse to issue a Work Authorization to SCRRA for purposes of preventing SCRRA from receiving copies of documents and providing comments to documents as described in this Agreement. If SCRRA has already been paid the NTE Amount, the Work Authorization may describe work but indicate $0.00 in funding from the Construction Authority.

Construction Authority shall issue annual Work Authorizations to SCRRA to authorize the performance of all work including SCRRA Design Review, Construction review and inspection work required under the terms and conditions of this Agreement. SCRRA or SCRRA’s contractors or consultants may perform any work so authorized. Each Work Authorization issued under the terms of this Agreement shall specify the work to be performed and any materials or equipment to be acquired, the maximum amount of money which SCRRA may expend therefor and the estimated starting and finishing dates for work so authorized. Should SCRRA refuse or be unable to perform the work as required in a Work Authorization, Construction Authority may perform the work and SCRRA shall cooperate with and assist Construction Authority as herein provided.

4.1 Work Performed by SCRRA

Work to be performed by SCRRA under this Agreement shall coincide, as closely as possible, with Construction Authority's Project schedule. SCRRA agrees to commit sufficient resources necessary to provide the level of service required to meet those schedules.

To assist SCRRA in estimating the level of support to be provided for the Project, Construction Authority shall submit to SCRRA annually beginning within thirty (30) Days of the Effective Date, and on March 31 in succeeding years, a work plan setting forth each item of work and the

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documentation associated therewith including corresponding start and finish dates for all milestone activities that Construction Authority anticipates it will request SCRRA to perform.

In return, SCRRA will provide, no later than thirty (30) Days after receipt of the work plan, a Cost and price analysis of its estimated Costs to perform the work. As required, Construction Authority and SCRRA will negotiate the final pricing of the work to be performed by SCRRA before the start of work.

4.2 Issuance of Work Authorizations, Cost Management and Not-to-Exceed Amount

(a) Construction Authority shall issue annual Work Authorizations to SCRRA on the form provided in Exhibit B. Each Work Authorization to SCRRA will authorize the Direct Costs and Indirect Costs involved in the performance of one or more tasks and/or the purchase of materials and equipment required under the terms and conditions of this Agreement.

(b) The issuance of a Work Authorization shall obligate Construction Authority to reimburse SCRRA up to the amount stated in the Work Authorization, subject to the provisions of Section 5.1 and Section 4.2(d) of this Agreement, for all activity or work performed or materials acquired for each Rearrangement and for SCRRA’s oversight and inspection work as described in this Agreement. Such reimbursement shall be for all Direct Costs and Indirect Costs incurred by SCRRA for such activities or work performed or materials acquired under the terms of this Agreement. SCRRA shall maintain its standard form of records showing actual time expended and costs incurred under each Work Authorization.

(c) No profit or administrative fees on Direct Costs or Indirect Costs shall be allowed on work performed by SCRRA Designees. SCRRA consultants and contractors may perform any work so authorized. Consultants and contractors engaged by SCRRA to perform work covered by this Agreement shall comply with all applicable labor and other laws, grants, and agreements. SCRRA shall cooperate with Construction Authority and take such action as Construction Authority may reasonably request to ensure such compliance.

(d) Notwithstanding anything else in this Agreement to the contrary, and except as to any amounts authorized prior to the date of this Agreement, in no case shall Work Authorizations exceed the amount of $4,929,370 for the entire Project (the “NTE Amount”), except that the NTE Amount shall increase to pay SCRRA for additional work required by a Significant Change, for additional assistance as described in Articles 2.4.4, 2.4.5, and 7.3.8 or for additional work required in the event the Project achieves Substantial Completion later than 2,555 days following the issuance of the Notice to Proceed for the Design/Build Contract. The Construction Authority shall not issue Work Authorizations exceeding the NTE Amount. Any work performed by SCRRA in excess of the NTE Amount shall be performed entirely at the cost of SCRRA. SCRRA will continue to work and perform its obligations under this Agreement regardless of whether SCRRA has already been paid the NTE Amount. SCRRA will manage and perform the

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scope of work and responsibilities set forth in this Agreement within the NTE Amount and the not-to-exceed amount set forth in each Work Authorization and shall adjust and/or control its labor and materials expenditures accordingly.

(e) For so long as the Construction Authority performs Maintenance of the Freight Trackway, SCRRA shall pay to the Construction Authority the amounts set forth below:

If the City of Claremont is the terminus, then $856,965 annually.

If the City of Montclair is the terminus, then $886,379 annually

Such amounts shall be adjusted annually by increases or decreases in the Construction Index, commencing as of April 1, 2018 and each April 1 thereafter, as reported for the most recently published Construction Index. These payments shall be made in equal monthly installments on the 15th day of each month for the period the Construction Authority performs Maintenance of the Freight Trackway. The final payment to the Construction Authority shall be prorated to a daily rate.

4.3 Work Authorization Changes

Any proposed changes in a Work Authorization issued under this Agreement shall be submitted in writing to Construction Authority for its prior Approval; provided, however, that any proposed change occasioned by an emergency may be submitted to Construction Authority for its prior Approval orally or by telephone and later confirmed in writing within fifteen (15) Working Days by SCRRA and following such verbal approval, Construction Authority agrees to act on such oral request immediately.

Whenever practicable, SCRRA will notify Construction Authority formally in writing at least fifteen (15) Working Days prior to the scheduled submission date when it has reason to believe the estimated completion date of a task, a report, or a deliverable will be later than the date set forth in the Work Authorization. SCRRA agrees promptly to notify Construction Authority and request written revisions of Work Authorization estimated costs and completion dates in the event of unanticipated cost overruns or completion delays.

4.4 Termination of Work Authorizations

Construction Authority may terminate any Work Authorization at any time, after providing a written notice. Upon receiving such notice work pursuant to the Work Authorization shall cease immediately, but Construction Authority shall be liable to SCRRA for reimbursement in accordance with this Agreement of (a) Costs already incurred, if any, as well as (b) any Costs incurred to terminate the work, if any. SCRRA will invoice Construction Authority for all actual Costs incurred within sixty (60) Days after such Costs have been incurred and, subject to the terms of this Agreement, Construction Authority agrees to pay the Costs within forty-five (45) Days after receipt of the invoice.

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4.5 Preparation of Billings

SCRRA, its contractors and subcontractors agree to comply with Federal procedures in accordance with the following: (a) Office of Management and Budget Circular A-87, Cost Principles for State and Local Governments; (b) 49 C.F.R., Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments; (c) Title 21, California Code of Regulations, Section 2500 et seq; and (d) requirements resulting from other matters connected with the performance of SCRRA's contracts with third-parties pursuant to Government Code Section 8546.7. Any Costs for which SCRRA has received payment that are determined by subsequent audit to be unallowable under the Office of Management and Budget Circular A-87 or 49 C.F.R., Part 18, or under this Agreement, are subject to repayment by SCRRA to Construction Authority.

The Parties agree that the following procedures will be observed for submission of monthly billings by SCRRA to Construction Authority on a progress basis for work performed by SCRRA under a specific Work Authorization requiring monthly billings. SCRRA’s billings shall begin as soon as practicable following the commencement of a specific Rearrangement or other work under a given Work Authorization. Billings shall specify Costs incurred for that billing, shall bear Construction Authority’s Work Authorization number, shall be submitted every month (within sixty (60) Days of when expenses incurred) but not more than once per month, and shall be supported by copies of invoices, timesheets and other cost data that detail hourly rates via payroll register and details overhead rates and shall be maintained for audit on file in SCRRA’s accounting center and shall be addressed to Construction Authority Representative. Each billing shall be noted as either progress or final. The final billing, with a notation that all work covered by a given Work Authorization has been performed, shall be submitted to Construction Authority as soon as practicable following the completion of the Rearrangement, including resolution of all Construction contractor claims, and shall recapitulate prior progress billings and shall show inclusive dates upon which work billed therein was performed.

4.6 Procedures for Payments to SCRRA by Construction Authority

Within sixty (60) Days after receipt by Construction Authority of each billing in compliance with the provisions outlined in Section 4.5, Construction Authority shall pay SCRRA the amount of the invoice approved for payment less any applicable amounts which Construction Authority is otherwise entitled to withhold. Such payments shall be subject to post-audit adjustments.

4.7 Audit and Inspection

All accounting records and other supporting papers of SCRRA, its contractors and subcontractors connected with the performance under this Agreement shall be maintained for a minimum of three years from the date of Project completion and shall be held open for inspection and audit by representatives of Construction Authority, the Federal Transportation Administration, the California State Auditor, representatives of SCRRA and auditors of the Federal or California Government. SCRRA shall have the right to inspect and audit Construction Authority records pertaining to Construction Authority’s performance under this

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Agreement at any time for a like period to that permitted for Construction Authority to audit SCRRA records.

ARTICLE 5 - DISPUTES RESOLUTION

5.0 Disputes

In the event of any dispute, controversy or claim arising between SCRRA and Construction Authority in connection with or relating to this Agreement ("Dispute"), the Parties shall make good faith efforts to resolve the Dispute through application of this Article 5. This Article 5 shall survive the termination or expiration of this Agreement as to any Dispute the facts of which originated before this Agreement expired or was terminated.

5.1 Dispute Notice

In the event of any Dispute arising out of or relating to this Agreement, the complaining Party shall provide a notice of the Dispute ("Dispute Notice") to the other Party. The Dispute Notice shall describe the facts surrounding the Dispute in sufficient detail to apprise the other Party of the nature of the complaint. The complaining Party may, but will not be required to, aggregate the Dispute with other Disputes into one Dispute Notice. Except for Design and Construction defects which manifest themselves following the conclusion of the Project, the Dispute Notice must be delivered to the other Party no later than sixty (60) Days after the Turnback Date.

5.2 Provisional Remedies

Notwithstanding the requirements of this Article 5, a Party may seek from the Los Angeles County Superior Court any interim or provisional relief that may be necessary to protect the rights or property of that Party ("Provisional Relief") without first serving a Dispute Notice or first attempting to settle the Dispute through discussion and mediation. Notwithstanding the foregoing sentence, no Provisional Relief or provisional remedy of any type or nature shall be available to stop or otherwise interfere with any Construction relating to the Project, or any portion thereof, unless requested by Construction Authority, or required to prevent imminent danger to public health or safety.

5.3 Discussion and Mediation

In the event of a Dispute, the Parties shall first attempt to resolve the situation by good faith discussions between the Construction Authority’s Chief Project Officer and SCRRA’s Deputy Chief Executive Officer. If the Dispute is not resolved within 15 days after one Party has provided a Dispute Notice to the other, then either Party may provide written notice to the other Party requesting an executive resolution meeting wherein the Chief Executive Officers for both Parties shall meet together in person to discuss and seek resolution of the Dispute within 10 days after the written notice was provided. If the Dispute is not resolved in the executive resolution meeting or in any event has not been resolved within 25 days following the date on which the Dispute Notice was provided, either Party may request mediation by notifying the other Party in writing of its desire to submit the matter to mediation.

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Within seven (7) days following the date on which a Party provided written notice requesting mediation (the “Mediation Notice Date”), the Parties shall jointly select, appoint and arrange to meet with an impartial person who can mediate and facilitate the Parties toward a resolution of the Dispute using a confidential process. Should the Parties be unable to agree upon a mediator within such period of time, they will utilize the services and procedures of the Judicial Arbitration and Mediation Service (JAMS) to select a JAMS mediator. Mediation shall be conducted within 30 days following the Mediation Notice Date; provided, however, that should the selected mediator not be available within such 30 day period, the mediation shall take place on the first day thereafter that the mediator is available unless the Parties otherwise agree in writing to a different date. The mediator cannot impose binding decisions on the Parties. The Parties must agree to the terms of any settlement arising out of the mediation process in order for such settlement to become binding. The Parties shall bear their own costs of the mediation but the Parties shall share equally the costs of the mediator and the mediation facilities. Either Party may terminate the mediation if the Parties have been unable to resolve the Dispute within 10 days from the date of the first mediation meeting or within 45 days following the Mediation Notice Date. Upon such termination, either Party may pursue any and all remedies available at law or at equity.

5.4 Institution of Legal Actions

In addition to any other rights or remedies and subject to the restrictions otherwise set forth in this Agreement, any party may institute an action at law or equity to seek specific performance of the terms of this Agreement, or to resolve any Dispute. Such legal actions must be instituted in the Superior Court of the County of Los Angeles, State of California.

Except with respect to the Provisional Relief that may be available pursuant to Section 5.2, compliance with Section 5.1 and Section 5.3 hereof shall be a condition precedent to the filing of any legal action involving a Dispute.

5.5 Continuing Performance

No Construction or other work or activity relating to the Project shall be stopped, or interfered with in any manner, by reason of a Dispute or otherwise, except at the direction of Construction Authority, or for reasons of imminent danger to public health or safety and in such latter case only to the extent absolutely necessary. Without limiting the generality of the foregoing, the Parties agree that they will continue their respective performance required hereunder notwithstanding any Dispute, and that such continued performance shall not be construed as a waiver of any rights or defenses.

5.6 Implementation

Each Party promptly will take any action required of it in order to implement an agreed upon Dispute resolution, or a final judgment entered pursuant to the provision of this Agreement.

5.7 Cooperation

The Parties shall diligently cooperate with each other, and shall perform such acts as may be necessary, to ensure an efficient and expeditious resolution to each Dispute.

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ARTICLE 6 - BETTERMENTS

6.0 Betterments Generally

If during the Design Review process SCRRA requests changes to the submittals and such changes result in a Betterment, Construction Authority will not be obligated to make such a change unless Construction Authority determines in its sole discretion that it is advisable to do so, and unless SCRRA agrees it shall be responsible for paying the cost increase to the Project as a result of the Betterment and any delay claim attributable to the Betterment.

If at any time during the term of the Project, non-SCRRA third-parties request the inclusion of Betterments into the Freight Trackway, Construction Authority shall forward such request to SCRRA, which shall have the right to review and comment on the proposed Betterments, or to approve the proposed Betterment if it is also a Significant Change, to ensure it conforms to SCRRA’s Design Criteria and Standards and will not interfere with the safe operation of the Freight Trackway. Construction Authority shall be responsible for negotiating the cost and method of payment for any approved third-party Betterments.

6.1 Non-Betterment Items

The following shall not be considered as Betterments:

• An upgrade which the Parties mutually agree should be completed at no cost to SCRRA; or

• Construction in accordance with the prescriptive requirements of SCRRA Design Criteria and Standards; or

• Construction in accordance with the SCRRA Guidelines and Manuals; or

• As the Construction Authority may so determine, construction in accordance with the Baseline Documents, applicable State and Federal Regulations, or applicable CPUC requirements.

6.2 Payments for Betterments

Construction Authority shall be paid by SCRRA for work performed under this Agreement for any Betterments requested by SCRRA. The amount of the payments for Betterments, if any, shall be estimated by Construction Authority based on SCRRA’s request(s), but such estimate shall not determine the final amount of the payments.

After SCRRA has reviewed the estimated cost of a SCRRA requested Betterment, SCRRA’s Representative shall inform Construction Authority’s Representative of any of the proposed SCRRA Betterments SCRRA wants included in the Project. SCRRA shall commit to provide funds to implement the Betterments. Should SCRRA request inclusion of a Betterment during the time period between 85% drawings and Final Design, Construction Authority shall cause the

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Design/Build Contractor to provide Construction Authority and SCRRA with an analysis of all anticipated impacts to the Project Schedule associated with such a change.

SCRRA shall pay one half of the estimated cost of each Betterment to Construction Authority in advance, prior to commencement of Construction of the Betterment. The remainder shall be paid to Construction Authority within thirty (30) Days after SCRRA receives (a) notice that the Betterment has been completed and (b) an invoice stating the final cost of the work, including support for any costs that exceed the estimated cost provided by the Construction Authority.

Construction Authority shall earn no profit or overhead fee, based on the cost of the Betterments requested by SCRRA, but may charge for actual administrative costs incurred. SCRRA shall fully compensate Construction Authority for the Direct Costs and Indirect Costs of the Betterments. However, given the administrative effort required to track, compile, and audit the Costs for Construction Authority personnel and Construction Authority's consultants, SCRRA and Construction Authority have the option to agree, in advance, on a flat compensation of 10% of the Cost of all Betterments, in lieu of payment of the actual administrative costs incurred in completing the Betterment(s).

ARTICLE 7 - FREIGHT TRACKWAY REARRANGEMENT

7.0 General

BNSF Railway and SCRRA will operate trains on all or a portion of the Freight Trackway, throughout the Construction of the Project. Train service may be suspended by prior arrangement, with SCRRA and BNSF, for short periods in order to facilitate work on, or which has the potential to foul or obstruct, the Freight Trackway. In order to efficiently manage the Project Construction process, SCRRA will delegate to Construction Authority the responsibility for granting and managing Rights of Entry, providing On Track Safety, performing Operational Inspection, and performing construction and Maintenance functions. Construction Authority will perform these functions and the Rearrangement of the Freight Trackway so as to provide a continuously acceptable Freight Trackway during the Construction process.

7.1 Dispatching and Train Operations

7.1.1 Dispatching

Subject to the other provisions of this Agreement, including but not limited to Sections 7.5 and 7.6, SCRRA dispatcher will control access to the Freight Trackway by all parties; SCRRA dispatcher will issue on-track protection (e.g., Form B, track and time, Track Warrants, etc.) to authorize the movement of trains and equipment on the track and to grant track occupancy to construction, inspection or maintenance employees of SCRRA or Construction Authority. SCRRA dispatcher will issue Form B whenever possible, and the Project has first priority for the issuance of Form Bs and other track bulletins consistent with maintaining Freight Track railroad service levels. SCRRA dispatcher will issue Track Bulletins as requested by Construction Authority and/or SCRRA Designees to provide for locally authorized track occupancy, for

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temporary or permanent changes to authorized train speed, or for temporary or permanent track configurations or operating conditions. SCRRA dispatcher will serve as the real time point of communication, via the Employee-In-Charge, for all issues that affect the safety of train operations or the safety of the general public adjacent to the Right-of-Way.

7.1.2 Train Operations

SCRRA dispatcher will be the real time point of contact for BNSF and Metrolink commuter rail employees for matters directly related to train operation, train safety, and the safety of the general public adjacent to the Right-of-Way. Subject to the other provisions of this Agreement, including but not limited to Sections 7.5 and 7.6, SCRRA will coordinate work windows including suspension of train operations as needed to accomplish the Project consistent with maintaining SCRRA operational service levels as much as reasonably possible.

If the Parties agree that a bus bridge is required to maintain Metrolink operations, the Construction Authority shall pay the costs of such bus bridge; such costs shall be in addition to the NTE Amount.

7.2 Project Activities with Potential to Foul or Obstruct the Freight Trackway

Safety is a top priority for both Parties. The Parties will cooperate to establish work procedures and On Track Safety procedures to minimize potential interference between train operations and Project work.

7.3 Roadway Worker On Track Safety

7.3.1 On Track Safety

Construction Authority is responsible for the administration of the Roadway Worker On Track Safety program for the Freight Trackway as defined by 49 C.F.R. 214 with SCRRA providing oversight of such program.

7.3.2 On Track Safety Training

SCRRA shall train, test, and qualify four Construction Authority Designees and such others as the Construction Authority may reasonably request to be territory qualified and to perform Employee-In-Charge (EIC) duties as defined by 49 C.F.R. 214. SCRRA costs associated with training, testing, and qualifying more than four EICs will be reimbursed by Construction Authority in addition to the NTE Amount. Construction Authority Designees so qualified will provide training and additional qualifications as deemed necessary by the Construction Authority to complete the Project. Construction Authority Designees will also control work in the Right-of-Way by Construction Authority Design/Build Contractor and subcontractors, third-party contractors engaged in Project work, and parties making deliveries onto the Right-of-Way for any of these contractors. Construction Authority will be responsible for the administration, tracking, and reporting of on track safety for Construction Authority employees and contractors completing the Project or providing maintenance services. Construction Authority will retain

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records of these qualifications, will furnish to SCRRA and make them available upon request to Federal or State railroad safety regulatory agency officers.

The Construction Authority will provide all necessary Employee(s)-in-Charge (EIC).

The Construction Authority will ensure all employees upon the railroad right-of-way are Roadway Worker Protection (RWP) trained and hold current certification.

7.3.3 On Track Safety records

SCRRA may inspect, audit, and/or forward to Federal or State regulatory agencies records and documents directly related to On Track Safety. Construction Authority shall comply with all regulatory requirements regarding the creation and storage of On Track Safety records.

7.3.4 Fines and Penalties for On Track Safety Citations

SCRRA shall collect from Construction Authority any fines or penalties assessed by Federal or State railroad safety regulatory agencies for citations of alleged violations of On Track Safety procedures issued to SCRRA for work managed by Construction Authority Designees providing On Track Safety functions. SCRRA costs associated with handling such violations will be reimbursed by Construction Authority in addition to the NTE Amount.

7.3.5 SCRRA Oversight of Construction Authority On Track Safety

SCRRA may periodically inspect, review, audit, and observe the performance of Construction Authority Designees engaged in providing On Track Safety to assure that SCRRA policies and government regulations are being complied with and that the safety of train operations and the general public is being afforded. These inspections may be made jointly with Construction Authority Designees or may be made solely by SCRRA Designees after SCRRA first provides notice to the Construction Authority in advance of such inspection and providing Construction Authority the opportunity to participate jointly.

7.3.6 Disqualification of Construction Authority On Track Safety Designees

SCRRA may immediately remove from the work and disqualify, with good cause, any Construction Authority Designee previously qualified to provide On Track Safety found to be in violation of SCRRA On Track Safety program. SCRRA will not be liable for any claims of loss of productivity due to the suspension of work due to the removal/disqualification of a Construction Authority Designee for this cause. Such removal and disqualification may be remedied by re-training and re-qualification of the employee at the sole expense of Construction Authority or by permanent disqualification and replacement by other qualified Construction Authority Designee(s), if permitted by SCRRA rules.

7.3.7 SCRRA may Supplement Construction Authority On Track Safety

Upon request by Construction Authority and as mutually agreed by SCRRA, SCRRA may supplement Construction Authority Designees providing On Track Safety. SCRRA costs

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associated with supplementing Construction Authority Designees will be reimbursed by Construction Authority in addition to the NTE Amount.

7.4 Operational Inspection and Maintenance of the Freight Trackway

7.4.1 Operational Inspection is Not Construction Inspection

This section covers the process and procedure for ensuring that the Freight Trackway is maintained, inspected, and operated during the Construction period in a manner that is in conformance with applicable Federal and State regulations, the prescriptive requirements of the SCRRA Design Criteria, the prescriptive requirements of the SCRRA Maintenance Standards, and in a manner generally consistent with general railroad operating practices. The term “inspection” and “inspector”, within Section 7.4, shall have the meanings used in the applicable Federal and State regulations for the process of inspecting the track, signals, and related infrastructure to assure continued safe operation of the railroad line and the qualified persons who perform those inspections and make records of those inspections. The term “inspection”, within Section 7.4, is not to be construed as Construction Authority’s process and procedure for determining whether the Contractor has conformed with the Construction documents during the Project Construction, but rather that the Freight Trackway has been inspected and is in a state of safe operability for train movements even though all of the specified work may not be complete.

7.4.2 Freight Trackway is Part of the General System of Railroad Transportation

The Freight Trackway will continue to function as a part of the “General System of Railroad Transportation” within the meaning of Federal and State railroad safety regulations throughout the Construction Period and the Freight Trackway must at all times be inspected and maintained in accordance with these regulations.

7.4.3 SCRRA to Train and Qualify Construction Authority Designees for Operational Inspection and Maintenance

Within 30 days after receiving a request from Construction Authority, SCRRA will review the qualifications and approve qualified Construction Authority Designees to perform Operational Inspections and to supervise the Maintenance of the Freight Trackway (including directly related facilities such as, but not limited to track, signals, communications, bridges, grade crossings, signage, and drainage facilities). SCRRA will retain records of these qualifications and will make them available upon request to Federal or State railroad safety regulatory agency officers. Construction Authority Designees are responsible for compliance with all federal and state regulatory requirements for the construction of the Project and Maintenance of the Freight Trackway until Freight Trackway Work is completed.

A mutually agreed period of time will be determined to allow overlapping of SCRRA and Construction Authority Operational Inspection and maintenance staffs to ensure that a full understanding of the characteristics of the territory, SCRRA maintenance standards, channels of communication, resources for repairs deemed necessary by inspectors, resources for night and weekend Operational Inspection and repair, and procedures for inspection and repair record creation and retention are attained by the Construction Authority Designees assigned to these duties.

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7.4.4 Construction Authority Designee to Perform Operational Inspection and Maintenance

Construction Authority Designee will perform Operational Inspections and Maintenance of the Freight Trackway within the limits set forth immediately below until Pre-Turnback Operations commences.

a) If the City of Claremont is the terminus, then within the Pasadena Subdivision from CP Cambridge (MP 105.64) up to but not including the Pasadena Ave at-grade crossing (MP 116.58); and within the San Gabriel Subdivision to Claremont from the east limits of CP Vista (MP 34.1) up to but not including Intermediate Signal 291-292 (MP 29.3).

b) If the City of Montclair is the terminus, then within the Pasadena Subdivision from CP Cambridge (MP 105.64) up to but not including the Pasadena Ave at-grade crossing (MP 116.58); and within the San Gabriel Subdivision to Montclair from the east limits of CP Central (MP 34.6) up to but not including Intermediate Signal 291-292 (MP 29.3).

Documentation of Operational Inspections and Maintenance will be compiled by Construction Authority Designees and will be furnished to Federal or State regulatory agency officers or to SCRRA Designees upon request and will be furnished to SCRRA on a mutually acceptable schedule throughout the duration of the Project.

At the conclusion of each increment of work to perform Construction of the Rearrangement and before the resumption of train operations, Construction Authority Designees qualified per Section 7.4.3 will perform an Operational Inspection of the track and signals to verify that the Freight Trackway is in compliance with the prescriptive requirements of the SCRRA Design Criteria, the prescriptive requirements of the SCRRA Maintenance Standards, and with Federal and State safety regulations. Construction Authority Designee will communicate with SCRRA dispatcher to certify that the Freight Trackway is serviceable and whether any temporary instructions or Track Bulletins are required for safe train operations.

7.4.5 SCRRA Oversight of Construction Authority Operational Inspection and Maintenance

SCRRA may perform periodic observations, inspections, audits, and tests of the Freight Trackway physical condition and the Operational Inspection and Maintenance records. SCRRA may perform periodic observations of the work performance of Construction Authority Designees engaged in the Operational Inspection and Maintenance of the Freight Trackway. These inspections and observations may be made jointly with Construction Authority Designees or may be made solely by SCRRA Designees after SCRRA first provides notice to the Construction Authority in advance of such inspection and providing Construction Authority the opportunity to participate jointly.

7.4.6 SCRRA Disqualification of Construction Authority Operational Inspection and Maintenance Designees

SCRRA may immediately remove from the work and disqualify, with good cause, any Construction Authority Designee previously qualified to perform Operational Inspections or to supervise repairs found to be in violation of material prescriptive requirements set forth in the

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SCRRA Maintenance Standards or the Federal or State railroad safety regulations. SCRRA shall notify the Construction Authority Representative within twenty-four (24) hours of any such removal and disqualification. SCRRA will not be liable for any claims of loss of productivity due to the suspension of work due to the removal/disqualification of a Construction Authority Designee for this cause. Such removal and disqualification may be remedied by re-training and re-qualification of the employee at the sole expense of Construction Authority or by permanent disqualification and replacement by other qualified Construction Authority Designee(s), if permitted by SCRRA rules.

7.4.7 Fines and Penalties for Track or Signal Safety Citations

SCRRA shall collect from Construction Authority any fines or penalties assessed by Federal or State railroad safety regulatory agencies for citations of alleged violations of regulations pertaining to the Operational Inspection and Maintenance of the Freight Trackway performed by Construction Authority Designees. SCRRA costs associated with handling such violations will be reimbursed by Construction Authority in addition to the NTE Amount.

7.4.8 SCRRA May Replace Construction Authority Operational Inspection or Maintenance Designees

Upon five (5) Working Days prior written notice to the Construction Authority Representative and a showing of good cause, and only if the Construction Authority is unable to provide a replacement Construction Authority Designee, SCRRA may replace a previously qualified Construction Authority Designee engaged in Freight Trackway Operational Inspection or Maintenance with an SCRRA Designee until such time as Construction Authority is able to provide a replacement Construction Authority Designee, if reasonably deemed necessary by SCRRA to protect the safety of train operations, the safety of the general public adjacent to the Right-of-Way, or to assure compliance with SCRRA maintenance policies or Federal or State regulations concerning railroad safety.

7.4.9 Support of Regulatory Agency Operational Inspections

SCRRA and Construction Authority will jointly assist and support Operational Inspections of the Freight Trackway and documents related to the Operational Inspection and Maintenance thereof by Federal and/or State railroad safety agency officers.

7.5 Right of Entry Process

In order to facilitate Construction Authority’s management of the Construction process SCRRA will delegate to Construction Authority the management of the Right of Entry process on the Freight Trackway for the duration of the Project. SCRRA will rely on Construction Authority management of this process to document the perpetual records of alterations to the Freight Trackway right of way by the permitted Construction activities. SCRRA shall provide training and shall qualify Construction Authority Designees to manage SCRRA’s Right of Entry Process. SCRRA shall furnish Construction Authority with examples of forms and formats used to grant Right of Entry.

7.5.1 Construction Authority to Follow SCRRA Policies, Procedures, and Formats

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Construction Authority will follow SCRRA’s policies, procedures, forms, and Engineering Standards when granting Right of Entry to the Design/Build Contractor and Subcontractors and to third-parties who will perform work on the Freight Trackway. Construction Authority shall make no substantive changes to SCRRA’s forms without prior written approval of the SCRRA Representative.

Construction Authority shall be responsible for ensuring that in the vicinity of any intrusive work within the railroad right-of-way, all SCRRA signal and communication system cable locations are physically marked on site and pot-holed to confirm location in advance of intrusive work commencing. All markings to be refreshed at a maximum of every 30 days.

7.5.2 SCRRA to Train Construction Authority Designees to Manage Right of Entry

SCRRA will train and qualify Construction Authority Designees to manage the Right of Entry Process and will furnish Construction Authority with samples of forms of agreement and formats for compiling Right of Entry and Project completion data.

7.5.3 Maintenance of Right of Entry Documents

Construction Authority will furnish, on a mutually agreeable schedule, and/or upon request, and upon Project completion, copies of Right of Entry documents in any stage of completion to SCRRA.

7.5.4 SCRRA Oversight of Construction Authority Right of Entry Process

SCRRA may perform periodic observations, inspections, audits, and tests of Construction Authority’s Right of Entry forms, correspondence, and records and Construction activities. SCRRA may perform periodic observations of the work performance of Construction Authority Designees engaged in management of the Right of Entry process. These inspections and observations may be made jointly with Construction Authority Designees or may be made solely by SCRRA Designees after SCRRA first provides notice to the Construction Authority at least 24 hours in advance of such inspection and providing Construction Authority the opportunity to participate jointly.

7.5.5 SCRRA May Disqualify and/or Replace Construction Authority Right of Entry Designees

Upon five (5) Working Days prior written notice to the Construction Authority Representative and a showing of good cause SCRRA may disqualify a Construction Authority Designee managing the Right of Entry process and, only if the Construction Authority is unable to provide a replacement Construction Authority Designee, replace a previously qualified Construction Authority Designee engaged in the management of the Right of Entry process with an SCRRA Designee until such time as Construction Authority is able to provide a replacement Construction Authority Designee, if reasonably deemed necessary by SCRRA to protect the safety of train operations, the safety of the general public adjacent to the Right-of-Way, or to assure compliance with SCRRA engineering or maintenance policies or Federal or State regulations concerning railroad safety.

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7.6 Rearrangement of Freight Trackway

Construction Authority shall manage the Rearrangement of the Freight Trackway in accordance with this Agreement. Construction Authority Designees will perform Construction and rearrangement of the Freight Trackway.

7.6.1 Work Periods

(a) Generally.

SCRRA personnel will not access the Freight Trackway where work is being performed during the arranged work periods except to carry out the terms of this Agreement, in the case of a documented emergency, or as mutually agreed by the Parties. Work periods will be arranged with reasonable consideration given to the need to provide reliable railroad transportation, the need to accomplish the Project, and the need to provide On Track Safety for employees engaged in Freight Trackway and other Project work. The Parties recognize that some work periods will occur during nights and on weekends or holidays.

(b) For the Project area from the West end of Project to White Avenue:

Work in the ROW will be performed during work periods arranged by the Construction Authority with input from SCRRA.

(c) For the Project area from White Avenue to Towne Avenue:

On the Pasadena Subdivision, on-site work will be performed during work periods arranged by the Construction Authority with input from SCRRA. No EIC is required on the adjacent San Gabriel Subdivision at any time where K-rail barrier with fencing is installed at least 25ft from center of San Gabriel Subdivision Track 1. Notwithstanding the preceding sentence, EIC(s) are required for the San Gabriel Subdivision where work has the potential to foul the San Gabriel Subdivision tracks.

On the San Gabriel Subdivision, all on-site work will be performed in accordance with the work windows set forth in Exhibit C, or as otherwise mutually agreed by the Parties.

(d) For the Project area from Towne Avenue to the east end of Project:

All on-site work will be performed in accordance with the work windows set forth in Exhibit C, or as otherwise mutually agreed by the Parties. Notwithstanding the preceding sentence, no EIC is required at any time where K-rail barrier with fencing is installed 15ft from center of the closest Metrolink track. Notwithstanding the preceding sentence, EIC(s) are required where work has the potential to foul Freight Trackway on which SCRRA and/or BNSF are operating.

7.6.2 Work Performed by Construction Authority Designees

Freight Trackway Construction and/or Rearrangement will be performed exclusively under the direction of qualified Construction Authority Designees and will be inspected by such qualified Construction Authority Designees for conformance with the prescriptive requirements of the

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SCRRA Design Criteria, the prescriptive requirements of the SCRRA Maintenance Standards, and Federal and State railroad safety regulations before they authorize the resumption of train operations.

7.6.3 Interim Configuration of Freight Trackway

Construction and Rearrangement of the Freight Trackway will be accomplished in increments and train operations will be conducted on the track in these interim configurations pending completion of the work. Segments of the work that are placed into interim configurations before they are placed into their final design configuration must meet all SCRRA maintenance criteria and all applicable Federal and State railroad safety regulations before resumption of train operations, but do not have to wholly comply with SCRRA engineering and design standards or Construction Authority Project Documents until the completion of the Freight Trackway Work. Notwithstanding the statement above, Construction Authority work shall be consistent with safety and maintaining Freight Track operational service levels as much as reasonably possible. Interim configuration of the Freight Trackway must comply with the terms set forth in Exhibit C as indicated therein.

7.6.4 SCRRA Oversight of Freight Trackway Rearrangement

SCRRA may perform periodic observations of the work performance of Construction Authority Designees engaged in the Construction of the Project. These inspections and observations may be made jointly with Construction Authority Designees or may be made solely by SCRRA Designees after SCRRA first provides notice to the Construction Authority in advance of such inspection and providing Construction Authority the opportunity to participate jointly.

7.7 Station Operations

7.7.1 Construction Authority shall ensure at all times during SCRRA operational service that:

(a) All station platforms, facilities, services, information systems, signage and access routes are to be maintained in full service, free of obstruction;

(b) Safe, unobstructed, ADA compliant and adequately illuminated access is provided from parking lots to platforms and along and between platforms;

(c) The existing Metrolink Claremont Station remain fully functional and in operational service for passengers until the date upon which the new, relocated Metrolink Claremont Station is placed into operational service.

7.7.2 At the new Metrolink Claremont Station the Construction Authority shall:

(a) Install and connect and test power to 2 new Ticket Vending Machines (TVMs) compliant with SCRRA standards;

(b) Install 2 new Passenger Information Phones (PIPs), locations to be agreed with SCRRA, compliant with SCRRA standards.

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7.7.3 At the new Metrolink Claremont station SCRRA shall:

(a) Provide fiber connection from new TVMs to new Communication Shelter and test and integrate TVMs into SCRRA network;

(b) Perform final configuration for PIPs into SCRRA network; and

(c) Procure 2 new TVMs and 2 new PIPs.

ARTICLE 8 - TESTING AND START-UP

8.0 General

For purposes of this Article 8, the terms Design/Build Contractor and Design/Build Contract shall refer to the Alignment Design/Build Contractor and the Alignment Design/Build Contract, respectively, if there is more than one Design/Build Contractor and Design/Build Contract for the Project.

8.1 Contractual Testing

The roles and responsibilities for testing are as follows:

8.1.1 Design/Build Contractor

Construction Authority shall require in the Design/Build Contract that the Design/Build Contractor be responsible for successfully completing three types of tests as follows:

• Factory Tests • Construction Tests • Systems Integration Tests

Design/Build Contractor’s tests for Freight Trackway facilities will be based on SCRRA test standards and procedures and consistent with standard industry practice.

The Design/Build Contractor will be responsible for coordinating with SCRRA during the tests and for providing training to SCRRA staff in the areas of system familiarization and configuration, equipment operation and equipment maintenance.

8.1.2 Construction Authority

Construction Authority is responsible for overseeing the Design/Build Contractor throughout Design, Construction and testing, and for ensuring adherence to SCRRA test standards and procedures as set forth in Section 8.1.1. Construction Authority shall monitor testing performed by the Design/Build Contractor, and shall make available to SCRRA all testing schedules, procedures, and results.

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8.1.3 SCRRA

Construction Authority shall cause the Design/Build Contractor to provide SCRRA the opportunity to monitor any testing of components and systems directly related to train operations and maintenance of trains and property.

8.1.4 Critical Network Integration

SCRRA shall provide personnel and equipment to perform final tests and integration of all systems that critically affect SCRRA’s network, including:

• Fiber cut-overs into SCRRA’s fiber ‘backbone’: • Communication Shelter cut-overs: • Customer Information System (CIS); • TVMs; and • PIPs

Construction Authority shall provide to SCRRA a minimum of 30 days’ advance notice as to when critical system installation will be completed and tested ready for SCRRA to perform integration. All system component test results are to be provided to SCRRA in advance of integration. Construction Authority shall ensure that its contractor(s) support final integration testing as requested by SCRRA.

8.2 Pre-Turnback Operations

8.2.1 Pre-Turnback Operations Period

The Pre-Turnback Operations period provides SCRRA the opportunity to inspect, operate geometry and/or rail flaw inspection vehicle(s) and familiarize its operating staff with the Freight Trackway. Pre-Turnback Operations shall commence upon receipt by SCRRA of written notice from Construction Authority that Freight Trackway Work has been completed and shall continue for a period of 60 Days thereafter, or as mutually agreed by the Parties. Construction Authority notice of commencement of Pre-Turnback Operations shall include “As-Built” items listed in Section 2.8.

8.2.2 Design/Build Contractor

Design/Build Contractor shall have completed training of four SCRRA personnel on the performance of system maintenance by the time Pre-Turnback Operations begins. The Design/Build Contractor’s activities include completing punch list items, providing limited and reasonable support to SCRRA’s performance of system maintenance, and other related activities.

8.2.3 Construction Authority

Eight weeks prior to the expected date of Pre-Turnback Operations, Construction Authority will issue a letter to SCRRA requesting a “Pre-Turnback Readiness Meeting” to determine Project readiness to enter Pre-Turnback Operations. These meetings shall occur a minimum of four weeks prior to the scheduled date when Pre-Turnback Operations will begin. Construction

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Authority shall cause the Design/Build Contractor to actively participate in this meeting and implement any identified tasks required to begin Pre-Turnback Operations.

8.2.4 SCRRA

During the Pre-Turnback Operations period, SCRRA shall be responsible for all train operations and activity within the Freight Trackway and shall provide reasonable access to the Design/Build Contractor to perform work.

8.3 SCRRA Addition of Punch List Items

For the Alignment Design/Build Contract, SCRRA may add punch list items in accordance with the terms of the Alignment Design/Build Contract until Turnback Date, after which point no punch list items can be added.

8.4 Turnback of the Freight Trackway

8.4.1 Turnback Process

Turnback is the process through which Construction Authority and its Design/Build Contractor complete various activities and turn over the Freight Trackway to SCRRA. The Construction Authority shall complete the following activities in order to complete its obligations for Turnback:

(a) Construction Authority has reviewed the actions of the Design/Build Contractor(s) to determine that the Freight Trackway Work is complete in accordance with its own Project requirements.

(b) Construction Authority has determined that the Freight Trackway Work is ready for Turnback and will state in writing to SCRRA.

Upon the completion of items “a” and “b” above, Construction Authority shall issue to SCRRA its written notice of Turnback. Upon receiving the written notification of Turnback, SCRRA shall issue its acknowledgement of Turnback. Following receipt of such acknowledgement from SCRRA, which will not be unreasonably withheld, Construction Authority shall have no further responsibilities or liability for the Freight Trackway, except for the requirements listed in Article 9. At the completion of the Project SCRRA shall assume the duties of controlling access to the Freight Trackway.

8.4.2 Obligations after Turnback

Following Turnback, except as otherwise provided in this Agreement, work performed by Construction Authority to complete the Project must not materially interfere with operations of the Freight Trackway or cause a violation of the prescriptive requirements of SCRRA Design Criteria and Standards within the Freight Trackway on which Metrolink operates.

ARTICLE 9 - INDEMNIFICATION AND WARRANTIES

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9.0 Indemnification of SCRRA by Construction Authority

To the fullest extent permitted by law, Construction Authority shall indemnify, defend and hold harmless SCRRA, its Board members, member agencies, and its officers, agents and employees harmless from and against any liability and expenses, including without limitation, defense costs, any costs or liability on account of bodily injury, death or personal injury of any person or for damage to or loss of property, any environmental obligation, any legal fees and any claims for damages of any nature whatsoever, arising out of Construction Authority’s actions pursuant to this Agreement and attributable to the fault of Construction Authority, except to the extent caused by the sole active (but not passive) negligence or willful misconduct of SCRRA. Following a determination of the percentage of fault and or liability by agreement between the Parties or a court of competent jurisdiction, Construction Authority will indemnify SCRRA for the percentage of liability determined.

Any rights of Construction Authority hereunder to inspect, review and/or approve any Design or Construction performed by SCRRA or its subcontractors or agents shall not be deemed to render such Design or Construction under the management or control of Construction Authority. Construction Authority's obligations under this Section 9.0 shall not supersede any obligations of SCRRA to pay costs and expenses as may be expressly set forth elsewhere in this Agreement. Construction Authority's obligations under this Section 9.0 shall survive the termination or expiration of this Agreement, unless specified otherwise.

9.1 Indemnification of Construction Authority by SCRRA

To the fullest extent permitted by law, SCRRA shall indemnify, defend and hold harmless Construction Authority, its Board members, and its officers, agents and employees harmless from and against any liability and expenses, including without limitation, defense costs, any costs or liability on account of bodily injury, death or personal injury of any person or for damage to or loss of property, any environmental obligation, any legal fees and any claims for damages of any nature whatsoever, arising out of SCRRA’s actions pursuant to this Agreement and attributable to the fault of SCRRA, except to the extent caused by the sole active (but not passive) negligence or willful misconduct of Construction Authority. Following a determination of the percentage of fault and or liability by agreement between the Parties or a court of competent jurisdiction, SCRRA will indemnify Construction Authority for the percentage of liability determined.

Any rights of SCRRA included in this Agreement to inspect, review and grant Approval of any Design or Construction performed by Construction Authority or its subcontractors or agents shall not be deemed to render such Design or Construction under the management or control of SCRRA. SCRRA’s obligations under this Section 9.1 shall not supersede any obligations of Construction Authority to pay costs and expenses as may be expressly set forth elsewhere in this Agreement. SCRRA's obligations under this Section 9.1 shall survive the termination or expiration of this Agreement, unless specified otherwise.

9.2 Indemnification of Both SCRRA and Construction Authority

In contemplation of the provisions of Section 895.2 of the Government Code of SCRRA of California imposing certain tort liability jointly upon public entities solely by reason of such

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entities being parties to an agreement as defined by Government Code Section 895 of the Code, the Parties hereto, as between themselves and pursuant to the authorization contained in Government Code Sections 895.4 and 895.6 of that Code, will each indemnify and defend the other for the full liability imposed upon it, or any of its officers, agents or employees, by law for injury caused by negligent or wrongful act or omission occurring in the performance of this Agreement to the same extent that such Party would be responsible under Sections 9.0 and 9.1 hereof. The provisions of Section 2778 of the California Civil Code are a part hereof as if fully set forth herein.

9.3 Insurance Program

Construction Authority will obtain and maintain in effect throughout the Construction Period a Contractor Controlled Insurance Program (CCIP) for the Design and Construction of the Project, will include SCRRA as a named insured or an additional insured in the CCIP, and will include, in addition to other policies, an umbrella or excess liability insurance policy with limits of not less than $300 million.

9.4 Warranties

Warranties supplied by the Design/Build Contractor shall be made for the benefit of both SCRRA for work in Rights-of-Way and on SCRRA Facilities, and Construction Authority. The warranty period shall commence at Turnback and continue for one year thereafter.

9.5 Contractor Bonds

SCRRA and Construction Authority shall require their respective contractors to secure payment and performance bonds, or other equivalent sureties, naming both SCRRA and Construction Authority as an additional obligee or co-beneficiary, as appropriate. Such bonds shall be issued by a California licensed surety.

ARTICLE 10 - MISCELLANEOUS PROVISIONS

10.0 Approvals

Except as otherwise provided herein, where this Agreement requires approval, consent, permission, satisfaction, agreement or authorization by either Party, such approval, consent, permission, satisfaction, agreement or authorization shall not be unreasonably withheld.

10.1 Counterparts

This Agreement may be executed in several counterparts, and all counterparts so executed shall constitute one Agreement, binding on all of the Parties hereto, notwithstanding that all of the Parties are not signatory to the original or the same counterpart.

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10.2 Survival of Rights

Neither Party shall have the right to assign any of its rights, interests or obligations under this Agreement, without the consent of the other Party, except to the extent Construction Authority transfers the Project or any portion thereof to LACMTA. This Agreement shall be binding upon, and, as to permitted successors or permitted assigns, inure to the benefit of, SCRRA and Construction Authority and their respective successors in all cases whether by merger, operation of law or otherwise.

10.3 Severability

In the event any Section, or any sentence, clause or phrase within any Section, is declared by a court of competent jurisdiction to be void or unenforceable, such sentence, clause, phrase or Section shall be deemed severed from the remainder of this Agreement and the balance of this Agreement shall remain in full force and effect.

10.4 Notification or Notices

Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed to have been given if personally delivered, transmitted by facsimile (with mechanical confirmation of transmission), or deposited in the United States mail, registered or certified, postage prepaid, addressed to the Parties’ addresses set forth below. Notices given in the manner provided in this Section 10.4 shall be deemed effective on the third Day following deposit in the mail or on the day of transmission or delivery if given by facsimile or by hand. Notices must be addressed to the Parties hereto at the following addresses, unless the same shall have been changed by notice in accordance herewith:

If to SCRRA:

Southern California Regional Rail Authority 900 Wilshire Blvd., Suite 1500 Los Angeles, CA 90017 Attn: Arthur T. Leahy Chief Executive Officer Fax: (213) 452-0452

If to Construction Authority:

Metro Gold Line Foothill Extension Construction Authority 406 E. Huntington Drive, Suite 202 Monrovia, California 91016 Attn: Mr. Habib F. Balian, Chief Executive Officer Fax: (909) 471-9049

With a Copy to:

Nossaman LLP 777 South Figueroa St., 34th Floor

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Los Angeles, CA 90017 Attn: Alfred E. Smith, II, General Counsel to the Construction Authority Fax: (213) 612-7801

10.5 Alternate Notice

The Parties may also designate other procedures for the giving of notice as required or permitted under the terms of this Agreement, but each such alternate procedure shall be described in writing and signed by a designated Representative of the Parties.

10.6 Statutory References

All statutory references in this Agreement shall be construed to refer to that statutory section mentioned, related successor sections, and corresponding provisions of subsequent law, including all amendments.

10.7 Construction

The language in all parts of this Agreement shall be in all cases construed simply according to its fair meaning and not strictly for or against any of the Parties; the singular includes the plural and vice versa; references to statutes or regulations include all statutory or regulatory provisions consolidating, amending or replacing the statute or regulation referenced; and the words “including,” “includes” and “include” shall be deemed to be followed by the words “without limitation”. Words such as “herein,” “hereof” and “hereunder” shall refer to the entire document in which they are contained and not to any particular provision or section; words not otherwise defined that have well-known technical or construction industry meanings are used in accordance with such recognized meanings; references to persons or entities include their respective permitted successors and assigns and, in the case of governmental entities, any such governmental entity succeeding to their respective functions and capacities; and words of any gender used herein shall include each other gender where appropriate.

10.8 Section Headings

The captions of the Articles or Sections in this Agreement are for convenience only and in no way define, limit, extend or describe the scope or intent of any of the provisions hereof.

10.9 Governing Law

This Agreement has been executed by Construction Authority and SCRRA in the State of California and this Agreement shall be governed by and construed according to the laws of the State of California, without giving effect to the principles of conflicts of law thereof.

10.10 Time of the Essence

Except as otherwise provided herein, time is of the essence in connection with each and every provision of this Agreement.

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10.11 Legal Rights

The rights and remedies of Construction Authority and SCRRA for default in performance under this Agreement, the permitting process, or any Work Authorization are in addition to any other rights or remedies provided by law.

10.12 Bonds/Fees

Except as specifically agreed to in this Agreement, SCRRA waives and relinquishes all of its rights, if any, to seek or obtain bonds, fees or other security or payments from Construction Authority or its contractors.

10.13 Further Actions

SCRRA and Construction Authority hereby agree to execute, acknowledge and deliver such additional documents, agreements, instruments and notices, and take such further actions, as may reasonably be required from time to time to carry out each of the provisions, and the intent, of this Agreement.

10.14 Force Majeure

Neither Party shall be held liable for any loss or damage due to delay or failure in performance of any part of this Agreement from any cause beyond its control and without its fault or negligence; such causes may include acts of God, acts of civil or military authority, government regulations (except those promulgated by the Party seeking the benefit of this section), embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, other major environmental disturbances or unusually severe weather conditions. Lack of funds or funding shall not be considered to be a cause beyond a Party's control and without its fault or negligence.

10.15 Third-Party Beneficiaries

There are no third-party beneficiaries of this Agreement. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto, and no other person or entity shall be a direct or indirect beneficiary of, or shall have any direct or indirect cause of action or claim in connection with this Agreement.

10.16 Delegation to Design/Build Contractor

SCRRA hereby approves the delegation by Construction Authority to the Alignment Design/Build Contractor or any other contractor in Construction Authority’s sole discretion of any or all of Construction Authority’s obligations pursuant to this Agreement. No such delegation shall relieve Construction Authority of its responsibility to cause the satisfaction of those obligations.

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10.17 Exhibits

Every exhibit to which reference is made in this Agreement is hereby incorporated in this Agreement by this reference.

10.18 Entire Agreement

This Agreement constitutes the entire agreement of the Parties with respect to, and supersedes all prior written and oral agreements, understandings, and negotiations with respect to, the subject matter hereof. Any and all prior agreements, understandings or representations relating to the transactions referred to herein are hereby terminated and canceled in their entirety and are of no further force and effect. No alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the Parties hereto and no oral understanding or agreement not incorporated herein shall be binding on any of the Parties hereto.

10.19 Damage to Property

Construction Authority shall be responsible for restoring to original condition, damage to public or private property occurring as a result of Construction activity on the Project performed by Construction Authority or its designee.

10.20 Authority of Parties

Each of the Parties hereby represents and warrants that it has full legal authority and is duly empowered to enter into this Agreement, and has taken all actions necessary to authorize the execution and delivery of this Agreement. Each Party further agrees and represents and warrants that the execution, delivery, and performance by it of this Agreement does not and will not:

10.20.1 require any consent or approval not heretofore obtained of any person or judicial or administrative body;

10.20.2 violate any order, writ, judgment, injunction, decree, determination or award having applicability to such Party;

10.20.3 result in a breach of or constitute a default under, cause or permit the acceleration of any obligation owed under, or require any consent under, any indenture or any agreement, contract, lease, or instrument to which such Party is bound or affected; or

10.20.4 there are no orders, judgments, injunctions, awards, decrees, rulings, charges or writs of any Governmental Authority in effect preventing the consummation of, nor any pleadings filed in connection with any actions seeking an injunction against, any of the transactions contemplated by this Agreement.

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10.21 Binding Obligation

This Agreement, when executed and delivered, is the legal, valid and binding obligation of the Parties hereto.

10.22 Order of Precedence

Notwithstanding anything to the contrary, in the event of a conflict between the provisions of this Agreement and those of any other document, guideline, manual, standard, criteria or policy referenced herein, the provisions of this Agreement shall control except as the Parties otherwise mutually agree.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the Effective Date.

SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY

By:_____________________________ Date: __________________ Arthur T. Leahy Chief Executive Officer

APPROVED AS TO FORM:

By:_____________________________ Don Del Rio General Counsel

METRO GOLD LINE FOOTHILL EXTENSION CONSTRUCTION AUTHORITY

By:_____________________________ Date: __________________ Habib F. Balian Chief Executive Officer

APPROVED AS TO FORM:

NOSSAMAN, LLP

By:_____________________________ Alfred E. Smith, II General Counsel

Exhibit A

Exhibit A

PROJECT DESCRIPTION

In March 2013, the Metro Gold Line Foothill Extension Board of Directors certified the Final Environmental Impact Report (FEIR). The Project is a 12.3-mile extension of the Metro Gold Line Light-Rail Transit (LRT) alignment to the east, with service anticipated from the Azusa-Citrus Station to the Montclair Transcenter. It is a dual track system with overhead catenary lines for power. At this time the Project includes six stations: Glendora, San Dimas, La Verne, Pomona, Claremont, and Montclair. Each station includes parking facilities (surface or structures) for riders arriving by car. The LRT track would be generally at-grade and would be generally within the existing Authority right-of-way in a corridor that is shared with Burlington Northern Santa Fe (BNSF) and, in part, Metrolink trains. East of the City of Pomona, the LRT tracks would be placed adjacent to tracks currently used by BNSF Railway freight trains and Metrolink commuter trains. It is anticipated that the Project will require only limited land acquisitions. To the extent possible, design standards used in the Pasadena to Azusa phase of the Metro Gold Line extension were used to develop the Project, including a minimum 18-foot (30-foot desired) track separation between LRT and BNSF/Metrolink. Traction power supply substations (TPSS) will be located every 1.0 to 1.5 miles along the tracks. At this time, there are 28 existing at-grade road crossings in the corridor. The Project will also have several grade separations and new bridges. All stations would be constructed with center platforms (placed between the two LRT tracks) that would be 270 feet long, 16 feet and 2 inches wide (min), and 39 inches high (as measured from top of rail).

Exhibit B

WORK AUTHORIZATION

Exhibit C

ADDITIONAL TECHNICAL TERMS

Exhibit D

SCRRA DESIGN CRITERIA AND STANDARDS / SCRRA GUIDELINES AND MANUALS

EXHIBIT C

ADDITIONAL TECHNICAL TERMS

Trackwork

1. The freight service railroad track within the shared corridor shall be replaced with 115-lb RE rail. The existing 115-lb RE rail may be reused if determined to be satisfactory by proper inspection methods. Rail shall be ultrasonically tested immediately prior to removal from the current alignment and all defects, insulated joints and other discontinuities identified and cut out. The rail shall be cut, cropped (to eliminate the bolt holes or other discontinuities), tested again for defects and re-installed as flash butt welded into continuously welded rail in accordance with AREMA specifications and the prescriptive requirements of the SCRRA Design Criteria.

2. Where relocation is required, the Metrolink commuter railroad track within the shared corridor shall be 136-lb RE rail. The existing 136-lb RE rail may be reused if determined to be satisfactory by proper inspection methods. Rail shall be ultrasonically tested immediately prior to removal from the current alignment and all defects, insulated joints and other discontinuities identified and cut out. The rail shall be cut, cropped (to eliminate the bolt holes or other discontinuities), tested again for defects and re-installed as flash butt welded into continuously welded rail in accordance with AREMA specifications and the prescriptive requirements of the SCRRA Design Criteria.

3. A bumping post shall be installed at the end of the pocket track associated with the freight siding near Fulton Avenue in Pomona.

4. An inter-track fence (except at grade crossings and structures) shall be placed in-between the freight/Metrolink commuter rail tracks and light rail tracks. Generally, the fence will be placed 20 feet from the centerline of the freight/Metrolink commuter rail track, except where track centers are less than 30 feet but not less than 20 feet, the fence shall be located 10 feet from the light rail track, but no less than 10 feet from the freight/Metrolink commuter rail track. Where track centers are less than 20 feet, the fence shall be located no less than eight feet from the light rail track and no less than 10 feet from the freight/Metrolink commuter rail track.

5. To the maximum extent practicable, freight rail bridges shall be designed for a vertical clearance of 16’-6” -ft for roadways below. A reduced vertical clearance of 15’ may be used, contingent upon incorporation of a sacrificial beam or girder.

Signal System

6. The existing freight corridor Automatic Block Signal (ABS) system as well as the at grade crossings will be replaced in-kind with necessary technological and equipment upgrades.

7. The existing Metrolink corridor Centralized Traffic Control (CTC) system will not be modified except for Electrocode track circuits between interlockings where the track alignment is changed. The at-grade crossings will be replaced in-kind with necessary

equipment upgrades as required for the new track alignment. The Positive Train Control (PTC) system will be modified as required for the new track alignment and associated systems infrastructure so as to remain compliant and fully operational at all times during revenue operational service. The Construction Authority will coordinate with SCRRA to support updates to the PTC database system as described in Exhibit F.

8. The resultant freight/Metrolink commuter rail signaling system shall not be materially adversely affected by the LRT’s electrification or vehicle propulsion systems. The Design-Builder shall perform the necessary investigations and studies to ensure Electromagnetic Compatibility (EMC).

9. At grade crossings requiring activation by both the LRT and freight/Metrolink commuter rail systems, the control equipment and circuits for each shall be housed in separate equipment bungalows. This shall be on the basis that the warning equipment located on the freight/Metrolink commuter rail side of the crossing will be directly controlled by the freight/Metrolink commuter rail crossing bungalow, and the warning equipment on the light rail side of the crossing will be directly controlled by the LRT crossing bungalow; an interface shall be established between the two for integrated operation.

10. A signaling design firm that is approved by SCRRA for signaling design shall be contracted by the Design-Builder to either perform or supervise the freight/Metrolink commuter rail signaling design. Xorail, Pacific Railway Enterprises and SYSTRA Consulting are three such qualified firms.

11. Grade crossing warning systems in the shared corridor shall provide nominally uniform constant warning times, regardless of which track the activating train is on, or its direction of travel.

12. On the Pasadena Subdivision, switches shall be of hand-throw type, and shall provide point detection, as appropriate for the application.

Submittals and As-Built Drawings

13. Freight/Metrolink commuter rail track relocation plans shall be provided in design packages separate from the LRT design packages, including plan and profiles, track plans, signaling design, track design, etc.

14. As-built drawings in electronic format and hardcopies of the Design-Builder drawings and documents shall be provided to SCRRA for record retention. As-built (hard and electronic copies) drawings of track charts, bridges and signal system and any other related calculations, testing records, inspection reports, user manuals in essentially the same format and style of current SCRRA documents shall be provided.

Construction Operation

15. Temporary track alignments to accommodate track relocation will require speed restrictions during construction, at certain locations, as low as 30 MPH for the Metrolink corridor and 10 MPH for the freight corridor. All speed restrictions will be coordinated

with SCRRA in advance so as to minimize the time period for restriction, with all appropriate measures taken to swiftly return the track to full line speed. These measures include but are not limited to rail destressing undertaken during the track realignment window or at the earliest practical opportunity afterwards and the use of track stabilizers and test trains to remove temporary speed restrictions.

16. Dual track cutovers at the same location will be minimized; however, some will be required such as for the activation of the new Claremont station.

Work Windows

17. The San Gabriel Subdivision work windows referenced in Section 7.6.1 of the Agreement are:

• Monday evening to Friday morning: 7:30 PM to 4 AM • Friday evening to Saturday morning: 7:30 PM to 7 AM • Saturday evening to Sunday morning: 8 PM to 10 AM • Sunday evening to Monday morning: 7 PM to 4 AM

18. Exclusive Work Windows will be coordinated with SCRRA as set forth in Exhibit F.

EXHIBIT D

SCRRA DESIGN CRITERIA AND STANDARDS / SCRRA GUIDELINES AND MANUALS

SCRRA DESIGN CRITERIA AND STANDARDS

No. Guideline* Description* Pages Date**

1 SCRRA Design Criteria Manual, with Appendices

Procedures that govern design work for SCRRA including Track, Stations, Draining, Utilities, Structures, Signals and Communications Systems, etc.

310 November 2014

2 SCRRA Engineering Standard Drawings

SCRRA Standard Drawings for Track, Station, Crossings, Bridges, Structures, Signals and Communications Systems, etc.

946 Varies

3 Application for Right-of-Way Encroachment

Application for any work performed within railroad ROW

6 N/A

4 SCRRA Right-of-Way Encroachment Process

Procedures and instructions for the Right-of-Way Encroachment Process

12 March 2017

5 General Code of Operating Rules Safety and operating rules that govern railroad operations.

152 4/1/2015

6 SCRRA Standard Specifications Standard Specifications 1379 Varies 7 SCRRA Geodetic Control Survey

Network System Wide Survey report for the SCRRA Geodetic Control Survey Network

80 4/26/2014

* Only documents that are written and formally approved shall be included herein. ** The date shall not be after February 2018.

SCRRA GUIDELINES AND MANUALS


1 SCRRA Highway-Rail Grade Crossings Recommended Design Practices and Standards Manual, with Exhibits

Policies that reflect current regulations, accepted technological developments, and best available highway and rail industry design practices.

323 06/30/2009

2 Temporary Traffic Control Guidelines for Highway-Rail Grade Crossings

Temporary traffic control measures at the highway-rail grade crossings that enhance the railroad crossing warning system for Road Users and trains

8 May 2010

3 SCRRA Grade Separation Guidelines

Criteria for the design and construction of, or modifications to, Grade Separation Structures that affect the track and Right-of-Way

76 April 2016

4 SCRRA Excavation Support Guidelines

Requirements for excavations and temporary excavation support adjacent to railroad tracks.

100 July 2009

5 Landscaping Design Guidelines

Standards and general requirements for the design, construction and maintenance of landscaping in a manner compatible with safe operation of railroad corridors

12 May 2010

6 General Safety Regulations for Third Party Construction and Utility Workers on SCRRA Property

Safety regulations governing activities of third party contractor personnel and others working on or adjacent to the SCRRA property

17 January 2009

7 SCRRA Track Maintenance, Right of Way and Structures, Engineering Instructions

Guidelines, procedures, and policies for the maintenance of SCRRA owned track, right of way, and structures.

182 2/12/2009

8 Bridge Worker Safety Instructions

Federal safety standards for railroad inspection, maintenance and construction of railway bridges

18 2/9/2004

9 Maintenance of Way Safety Instructions

SCRRA Safety Rules and Instructions for Maintenance of Way Workers

39 2/9/2004

10 Roadway Worker On-Track Safety Instructions

On Track Safety Manual 40 2/1/2004


11 VTMI Employee Safety RuleBook (Version 4.1)

Safe practices for VTMI Employees (Veolia Transportation, Maintenance and Infrastructure / Transdev)

37 Oct 2014

12 Maintenance of Way Operating Rules and Instructions

Rules governing the operation of all maintenance of way and signal employees, including contractors, whose duties require them to provide protection for work on or about the tracks.

100 1/1/2010

* Only documents that are written and formally approved shall be included herein. ** The date shall not be after February 2018.

EXHIBIT E

SCRRA MAINTENANCE INSTRUCTIONS

No. Instruction* Description* Pages Date

1 SCRRA Track Maintenance, Right of Way and Structures, Engineering Instructions

Provides guidelines, procedures, and policies for the maintenance on SCRRA owned track, right of way, and structures.

182 02/12/2009

2 SCRRA Instructions for Signal Maintenance, Tests, and Inspections

Provides guidelines, procedures, and policies for the maintenance and inspection of SCRRA Signal and Communications Systems.

195 04/09/2018

* Only documents that are written and formally approved shall be included herein.

Exhibit F

PTC IMPLEMENTATION AND EXCLUSIVE WORK WINDOW COORDINATION GUIDELINES

1. CONSTRUCTION AUTHORITY shall ensure that its Design/Build Contractor:

a. Schedules in advance all Exclusive Work Windows and construction activities that effect changes to the existing PTC subdivision file, critical features, or that introduce a new subdivision file and provides a minimum of 60 calendar days’ notice to SCRRA Project Manager (PM) for each event to allow SCRRA adequate time to develop and test the new subdivision file and incorporate changes into overall PTC network planning;

b. To accompany 60-day advance notification, provides to SCRRA PM plans clearly detailing and listing all changes that will be made to system critical features in each Exclusive Work Window and an accompanying work plan detailing how the work will be undertaken for each Exclusive Work Window. Critical features include:

i. Removal/Addition/Relocation of Tracks:

1. Alignment

2. Elevations

ii. Removal/Addition/Relocation of switches or signals:

1. Powered and HT turnouts (point of switch)

2. Powered and HT derails

3. Insulated Joints (IJ) associated with signals and track clearance points

4. Wayside Interface Unit (WIU) modules

5. Signal aspect changes

iii. Timetable change:

1. Quiet Zones

2. Milepost changes

3. Control Point (CP) name changes

4. Changes in train operating speeds

5. Track name changes

6. Method of Operations changes (Track Warrant, Centralized Train Control, Positive Train Control)

iv. Construction changes:

1. Street widening impacting grade crossing parameters

2. New crossing panels to accommodate pedestrian gates (parameters)

3. Changes due to emergencies

v. PTC limits

vi. Clearance Points (Minimum distance from points and crossings at which track circuit boundaries may be positioned, to prove that a vehicle on one track is in a position clear of a movement on an adjacent track);

c. Attends an initial change control configuration management technical review team meeting for each Exclusive Work Window, to review and discuss details of the proposed changes. Resubmits plans within 7 calendar days to clarify any additional information as reasonably requested;

d. Attends SCRRA operations work window planning meetings, as reasonably requested by SCRRA PM, to discuss scope of work within Exclusive Work Window(s), details of Exclusive Work Window time, dates and tracks affected, Exclusive Work Windows schedule, bus bridge requirements and potential requirements for a test train to remove initial speed restrictions or to perform grade crossing warning timing tests;

e. Should the construction schedule change such that the planned Exclusive Work Window cannot be met, advises SCRRA immediately when this is known so that a revised Exclusive Work Window can be arranged;

f. If required, a minimum of 45 calendar days in advance of an Exclusive Work Window, arranges for bus services to transport passengers between station locations at either end of an Exclusive Work Window where both main tracks are out of service (bus bridges), as coordinated with SCRRA. If insufficient buses are available for the proposed Exclusive Work Windows, notifies SCRRA such that the Exclusive Work Window may be rearranged to a future date when buses are available, in coordination with the network PTC schedule;

g. A minimum of 30 calendar days in advance of each planned Exclusive Work Window, provides to SCRRA PM an hour by hour schedule detailing all activities

to be performed by all parties within the Exclusive Work Window and allowing adequate time at an appropriate point within the Exclusive Work Window to accommodate SCRRA final PTC critical feature on-site validation once track work is complete and signal system final testing, as coordinated with SCRRA (usually a two to four-hour period). Tracks are to be clear of track mounted equipment during the PTC validation period and signal system is to be fully functional upon final system commissioning. SCRRA will review schedule and confirm agreement;

h. Submits a track bulletin request to SCRRA dispatching operations department, detailing all physical changes that will be made to the track and signal system infrastructure, a minimum of 7 days in advance of any Exclusive Work Window;

i. When modifications are made to the signal system affecting operation of the grade crossing warning system, requests through SCRRA PM, a minimum of 30 days in advance of Exclusive Work Window, a test train to perform grade crossing warning timing tests at the end of the Exclusive Work Window once the track has been returned to service;

j. Coordinates with and facilitate access to SCRRA PTC staff onto tracks within project construction zone to enable on-site validation of subdivision file against critical features in advance of Exclusive Work Window(s). Contractor shall not have equipment upon the tracks during subdivision file testing that may affect the operation of the signal system or prevent unobstructed operation of a track mounted hi-rail throughout the project site to record locations of critical features and take associated measurements. SCRRA will provide 48 hours’ notice to Design/Build Contractor of intent to visit site to perform tests wherever possible but in emergency will require access without notice at any time;

k. Coordinates a final activity review meeting to discuss the final hour by hour window schedule activities, attended by all parties involved, a minimum of 72 hours before each Exclusive Work Window commences;

l. Provides a list of key staff members and contact details for all organizations involved in each exclusive window a minimum of 48 hours before Exclusive Work Window commences;

m. Stabilizes the track, within the period of each Exclusive Work Window, upon completion of any construction that has disrupted the track structure integrity, to

reduce the requirement for speed restrictions at the end of the Exclusive Work Window; and

n. Performs all community outreach, except as otherwise noted in item 2.h, below. In partnership with SCRRA, notifies the public of extended SCRRA operational service disruptions and alternative travel options.

2) SCRRA shall:

a. Provide the necessary technical support to implement modification/changes to the PTC network within the Exclusive Work Window requested by CONSTRUCTION AUTHORITY;

b. Upon receipt of Design/Build Contractor’s plans detailing and listing all changes that will be made to system critical features in each Exclusive Work Window and an accompanying work plan, create a change request in the SCRRA configuration management database;

c. Arrange through SCRRA change control configuration management an initial technical review team meeting to review and discuss details of the proposed changes to which the CONSTRUCTION AUTHORITY and Design/Build Contractor shall attend;

d. Coordinate internally and with the CONSTRUCTION AUTHORITY a date for proposed changes and associated Exclusive Work Window to be undertaken and incorporate Exclusive Work Window date into SCRRA configuration management master schedule;

e. Through SCRRA change control team, arrange further coordination meetings where required as the subdivision file revisions are processed, to which the CONSTRUCTION AUTHORITY and Design/Build Contractor shall attend when reasonably requested by SCRRA PM or SCRRA change control management;

f. Coordinate and undertake all PTC activities in advance of each planned Exclusive Work Window, to include:

i. Development of new or revised subdivision file ii. Testing of file in PTC Lab and within Train Management Dispatching

System (TMDS) system iii. Signal system paper check iv. Field and Signal Pre-test;

g. Coordinate field testing with CONSTRUCTION AUTHORITY and Design/Build Contractor;

h. Notify the public in advance through Metrolink website, twitter and seat leaflets as appropriate, of planned operational service disruptions and alternative travel options;

i. Make all necessary modifications to the graphics within the TMDS system in advance of each planned Exclusive Work Window;

j. Undertake final PTC critical feature and subdivision file validation at the appropriate time within the Exclusive Work Window, as previously coordinated with CONSTRUCTION AUTHORITY and Design/Build Contractor and place into service the revised or new PTC subdivision file and modified TMDS graphics upon final verification of accuracy;

k. Issue in advance of implementation, bulletins to all affected railroads to detail physical and operational changes to the current timetable; and

l. Revise track charts, composite maps, simulator graphics and KML files to reflect all physical changes made to the system resulting from the work in each window.

Foothill Gold Line Project

Monthly Project Status Report

May 2018



Period Ending: May 31, 2018

2

TABLE OF CONTENTS

FOOTHILL GOLD LINE PROJECT STATUS

Project Description ................................................................................................................................ 3

Glendora to Montclair Segment ............................................................................................................ 4

Management Issues ........................................................................................................................................ 4

Key Activities Completed This Period ............................................................................................................. 5

Key Future Activities ........................................................................................................................................ 6

Pasadena to Azusa Segment ................................................................................................................ 7

Key Activities Completed This Period ............................................................................................................. 7

Key Future Activities ........................................................................................................................................ 8

Alignment Change Management Log .............................................................................................................. 9

Parking Facilities and Enhancements Contract Status ................................................................................... 10

Parking Facilities and Enhancements Change Management Log .................................................................. 16

Financial Status ..................................................................................................................................... 18

http://foothillgoldline.us3.list-manage2.com/track/click?u=f08bab155cef4eafb1d1ca5d2&id=e5ab100304&e=012dcca5bb




3

FOOTHILL GOLD LINE PROJECT DESCRIPTION

The Authority’s mandate is to plan, design and construct a 37-mile light rail link between Downtown Los An-geles and Claremont. In addition, the San Bernardino County Transportation Authority (SBCTA) has request-ed that planning be extended one mile inside San Bernardino County to the City of Montclair and then possi-bly to Ontario Airport.

The Metro Gold Line Foothill Extension Project (Foothill Gold Line) corridor includes the cities of Pasadena, Arcadia, Monrovia, Duarte, Irwindale, Azusa, Glendora, San Dimas, La Verne, Pomona, Claremont, and Montclair; and the counties of Los Angeles and San Bernardino (Figure 1). The Foothill Gold Line is estimat-ed to cost approximately $2.155 billion.

The Foothill Gold Line will be built in two segments to align effectively with projected cash flows and financial capacity constraints. The first segment is defined from the Sierra Madre Villa Station in Pasadena to the city of Azusa. Revenue service along this segment began on March 5, 2016. The second segment will include an extension of the first segment from Glendora to the City of Montclair with construction projected to be com-pleted in the year 2026.

Figure 1: Foothill Gold Line Alignment





4

GLENDORA TO MONTCLAIR

MANAGEMENT ISSUES

SCRRA COORDINATION ISSUES As the Construction Authority entered the advanced planning phase of the Glendora to Montclair project, SCRRA did not provide the appropriate level of cooperation or partnering that is required to make the Glendora to Montclair project a success. Staff acted to address this issue by establishing a weekly executive partnering meeting with SCRRA, Metro and the Authority. Through this weekly executive partnering meeting much progress has been made towards address-ing the issues associated with SCRRA. Staff is cautiously optimistic that the fundamental issues have been corrected and the risk linked with SCRRA has been reduced to one that is manageable. However, staff will continue to closely monitor and report on this risk.





5


KEY ACTIVITIES COMPLETED THIS PERIOD

Authority and City staff continued to hold coordination meetings to discuss the project

Completed negotiating the Master Cooperative Agreement (MCA) with SCRRA for design and construction

CPUC continued reviewing eight (8) grade crossing application packages Submitted three (3) grade crossing application packages to CPUC for their review

Released Request for Proposals for the Phase 2B Alignment Design-Build Project

Authority began evaluating Metro’s request to reduce parking Finalized agreement with Golden State Water Continued negotiating agreement with Metropolitan Water District Received 1602 permit from California Department of Fish and Wildlife – Region 5 Continued reviewing submittals from the Utility Relocation Project (DB1) contractor DB1 contractor completed permitting process, including acquiring a permit from SCRRA DB1 completed work at the following sites: Carrion Water and West of Wheeler Water

DB1 contractor continued to attend coordination meetings with utility owners and corridor City staff





6


KEY FUTURE ACTIVITIES

Complete evaluation of Metro’s request to reduce parking

Receive approval of CPUC applications

Execute MCAs with remaining third parties

Obtain USACE permits

Grant Substantial Completion to DB1 contractor

Award RFP C2002 Design-Build Contract





7

PASADENA TO AZUSA

KEY ACTIVITIES COMPLETED THIS PERIOD

DB contractor closed out all remaining warranty items





8

PASADENA TO AZUSA

KEY FUTURE ACTIVITIES

Authority staff to transfer final remaining parcel to Metro

Authority staff to transmit final record documents to Metro


Metro Gold Line Foothill Extension Construction Authority

Change Management Log

Project: C1135 Alignment - FTC Contract #: C11351 of 7Page:

Monrovia, CA 91016406 East Huntington Drive, Suite 202

Date: 8/31/2017

Approved Change Orders:

Original Contract Amount:

Current Contract Total:

$485,867,000

$31,097,382 6.40%

$516,964,382 Pending Contract Total:

Pending Change Orders: $0 0.00%

$516,964,382 6.40%

TitleNumber

Change OrdersChange

Management AmountApproved

Date Outstanding

DaysTime

ExtensionInitiated

Date

EXECUTED Change Orders000.00001.00 Interim NTP 11/3/2011 011/3/2011 $0013.00002.00 Colorado Bridge Haz Mat 5/18/2012 15/17/2012 $121,382013.01002.01 Colorado Bridge HazMat - Final 9/7/2012 29/5/2012 $13,164001.00003.00 Sound Wall Deletion - Duarte Road 7/18/2012 67/12/2012 ($74,707)018.00004.00 Revise Block Design - CBD Calc 8/29/2012 68/23/2012 $3,986018.01004.01 Revise Block Design - CBD Calc - 2 9/11/2013 69/5/2013 $0023.00005.00 Wayside Signal Aspect Revision 9/7/2012 19/6/2012 $26,072023.01005.01 Wayside Signal "Call On" Function 11/1/2013 210/30/2013 $75,169040.00006.00 Arcadia Frieze, Bench-Artist Design 9/10/2012 49/6/2012 $13,683040.01006.01 Arcadia Frieze, Bench-Construction 3/12/2013 53/7/2013 $155,894019.02007.00 Soils Testing Abutments & Fdns 9/18/2012 49/14/2012 $44,993041.00008.00 Unknown Utilities RFCN 005 006 008 9/18/2012 49/14/2012 $132,450038.00009.00 Illuminate City Names @ Stations 9/24/2012 69/18/2012 $184,657046.00010.00 SGRB - Lead Based Paint Remediation 9/24/2012 39/21/2012 $244,536004.00011.00 Station Architectural Changes 10/12/2012 110/11/2012 $443,950003.01012.00 Systems and Testing for Added TPSS 12/14/2012 112/13/2012 $1,443,193005.02013.00 IDIQ Comm Contract (Rev 2) 1/22/2013 3912/14/2012 $698,259060.00014.00 Sewer Encasement Changes in Azusa 1/24/2013 3712/18/2012 $141,354037.02015.00 M&O - Materials Storage Revisions 1/15/2013 2012/26/2012 $62,862037.03015.01 M&O Storage Shelving Revisions 9/19/2013 39/16/2013 $20,380002.00016.00 Relocation of Access Road to 3M Fac 1/16/2013 2112/26/2012 $53,814025.00017.00 3 Electrical Casings for ALW 3/1/2013 22/27/2013 $219,033073.00018.00 Hazardous Abatement at Bridges 2/6/2013 221/15/2013 $1,081,803054.00019.00 City of Hope Conduits 1/22/2013 111/11/2013 $34,313059.00020.00 Citrus TPSS Transformer Pad Changes 2/7/2013 12/6/2013 $34,536075.00021.00 Demo & Replace Palm Dr. Roadway 2/14/2013 72/7/2013 $90,365077.00022.00 M&O Differing Site Conditions; Pt 1 2/15/2013 22/13/2013 $66,360093.00022.01 M and O DSC T and M Work Part 2 3/12/2013 43/8/2013 $66,625103.00022.02 M and O DSC Part 3 3/28/2013 13/27/2013 $35,211115.00022.03 DSC at M and O Part 4 5/7/2013 45/3/2013 $5,706390.00022.04 M&O DSC - Part 5 7/21/2015 77/14/2015 $7,192089.00023.00 Contaminated Soil Abatement 2/27/2013 12/26/2013 $422,068019.03023.01 Soil Sampling - Various Foundations 8/2/2017 18/1/2017 ($83,460)068.00024.00 Monrovia Sound Wall Panel Change 2/28/2013 22/26/2013 ($24,150)052.00025.00 Santa Anita Trail Detour 3/12/2013 43/8/2013 $27,691070.00026.00 Block Type Change at M&O Building 3/26/2013 03/26/2013 $35,016065.00027.00 M&O IT Changes-Duct Banks/Conduits 3/26/2013 03/26/2013 $88,650065.01027.01 M&O IT Changes - Power to WAP 9/6/2013 29/4/2013 $73,049065.02027.02 M&O IT Changes - Remaining Work 7/17/2014 17/16/2014 $155,991065.04027.03 M&O IT Changes -Furniture Interface 6/19/2015 16/18/2015 $293,896065.05027.04 M&O IT Changes-OFCI Eqpt and A/V 7/21/2015 47/17/2015 $380,546039.01028.00 Delete Layover Building 4/12/2013 14/11/2013 ($313,832)095.00029.00 8in Sanitary Sewer Line- Alameda Av 4/25/2013 24/23/2013 $226,089095.01029.01 Alameda Sewer Line Revised Scope 11/26/2013 411/22/2013 ($37,425)102.00030.00 M&O-Disconnect Switches, Insulators 4/25/2013 24/23/2013 $67,817

f_fthl_chm_logChange Management Risk Log rev 2013-02-02 ADL





Date: 8/31/2017

TitleNumber

Change OrdersChange


Date Outstanding

DaysTime

ExtensionInitiated

Date

EXECUTED Change Orders110.00031.00 Rmv Abandoned Utility Line @ Dalton 4/25/2013 24/23/2013 $1,562104.00032.00 Highland Ave Abandoned CMP sleeves 5/3/2013 25/1/2013 $15,005114.00033.00 Remove contaminated wood culvert 5/7/2013 45/3/2013 $4,714128.00034.00 M&O Backup Power/Generator Changes 5/21/2013 85/13/2013 $121,340083.00035.00 M&O Vehicle Sanding System Changes 5/24/2013 35/21/2013 $27,463006.00036.00 IFS Related Contract Changes 6/11/2013 46/7/2013 ($263,111)137.00037.00 CTS Redesign 7/16/2013 47/12/2013 $58,214138.00038.00 Segment 4 Safety Manager 7/16/2013 47/12/2013 $157,274138.01038.01 Segment 4 Safety manager - Part 2 11/21/2013 211/19/2013 $72,963138.02038.02 Segment 4 Safety Manager - Part 3 4/7/2014 44/3/2014 $82,271138.03038.03 Segment 4 Safety Manager 8/2/2017 18/1/2017 ($34,468)085.00039.00 M&O Drainage System Enhancements 8/13/2013 257/19/2013 $251,579067.00040.00 Station Paver Changes 8/13/2013 217/23/2013 $728,340067.01040.01 Rebar Changes for Station Pavers 10/31/2013 310/28/2013 $10,586112.00041.00 12'' Pasadena Waterline Potholes 8/16/2013 48/12/2013 $19,735150.00042.00 Demo Abandoned Water Lines @ Dalton 8/16/2013 48/12/2013 $5,937007.01043.00 Emer. Backup for Guideway Lighting 10/1/2013 468/16/2013 $359,158172.00044.00 Contaminated Wood Culvert Sta. 1202 8/28/2013 18/27/2013 $7,712139.00045.00 BLS Changes 9/4/2013 78/28/2013 $110,801165.00046.00 Azusa-Alameda Station; 2nd Portal 9/4/2013 78/28/2013 $77,175145.00047.00 St. Joseph drainage enhancements 9/6/2013 29/4/2013 $17,592149.00048.00 M&O - Lights at NW Corner Park 9/6/2013 29/4/2013 $29,351174.00049.00 TPSS #5 Cal-Am Power Conflict 9/6/2013 29/4/2013 $127,260171.00050.00 Relocate Access Stair to Foothill 9/6/2013 29/4/2013 $20,276173.00051.00 Dalton 8" Water Line Work 9/12/2013 79/5/2013 $35,316071.00052.00 Duarte Rd Screen Wall Change 9/17/2013 129/5/2013 ($133,864)176.00053.00 Remove Contaminatd Wood-Buena Vista 9/12/2013 29/10/2013 $5,543147.00054.00 DECCO Bypass 9/12/2013 29/10/2013 $18,519166.00055.00 Foothill Blvd. Water/SD Relocation 9/20/2013 09/20/2013 $127,074186.00056.00 Contaminated Wood @ San Gabriel Ave 9/24/2013 19/23/2013 $4,291194.00057.00 California/Duarte Water Line Work 10/31/2013 310/28/2013 $220,743189.00058.00 Four Utility Changes 10/31/2013 310/28/2013 $14,157180.00059.00 Remove/Dispose of ACM E of Highland 11/1/2013 210/30/2013 $29,311179.00060.00 CTS Upgrade to OC-192 11/1/2013 210/30/2013 $112,543371.00060.01 IDIQ Pricing Error - OC-192 Cards 5/6/2015 74/29/2015 $87,034213.00061.00 Irwindale On-ramp Stockpile 11/21/2013 1311/8/2013 $200,185053.00062.00 Delete Totten Tubes Scope of Work 11/21/2013 1311/8/2013 ($143,801)146.00063.00 Home Depot Striping and Signing 11/21/2013 611/15/2013 $21,003204.00064.00 Unknown Duct Bank @ San Gabriel Ave 11/21/2013 611/15/2013 $1,265140.00065.00 M&O-Overhead Work Platform Changes 12/16/2013 1112/5/2013 $317,656217.00066.00 Buried SD & Headwall, STA 1306+50 12/17/2013 1112/6/2013 $1,020219.00067.00 Contaminated Soil, Monrovia Station 12/17/2013 512/12/2013 $17,503220.00068.00 DSC at Sawpit Wash Abutments 12/17/2013 512/12/2013 $12,668188.00069.00 Costco Emergency Gate-Path to POS 1/22/2014 11/21/2014 $19,882214.00070.00 M&O - Generator Load Bank 1/22/2014 11/21/2014 $38,092224.00071.00 Alameda South Water Line Tie-in 1/31/2014 11/30/2014 $6,330202.00072.00 Aesthetic Lighting Provisions-SGRB 2/4/2014 12/3/2014 $27,055160.00073.00 Move Mountain Interlocking Bungalow 2/13/2014 22/11/2014 $68,596200.00074.00 M&O Parts Carousel Warranty & PM 2/13/2014 22/11/2014 $68,906235.00075.00 Remove Contaminated Wood Ties 2/18/2014 42/14/2014 $4,571






Date: 8/31/2017

TitleNumber

Change OrdersChange


Date Outstanding

DaysTime

ExtensionInitiated

Date

EXECUTED Change Orders234.00076.00 Accelerate Work at California Ave 2/18/2014 42/14/2014 $5,663247.00077.00 Line Stop in California 2/20/2014 22/18/2014 $14,524201.00078.00 Added Sound Wall, SW of IFS 2/28/2014 12/27/2014 $18,201238.00079.00 M&O-MOW Canopy Structural Eval 2/28/2014 12/27/2014 $7,147238.01079.01 M&O - MOW Canopy Solar 8/26/2014 68/20/2014 $714,659232.00080.00 Car Moving Tractor-Coupler Upgrade 2/28/2014 12/27/2014 $177,145242.00081.00 Car Moving Tractor Options/Features 2/28/2014 12/27/2014 $69,099091.00082.00 Rockvale Water Line Mitigation 3/5/2014 13/4/2014 $163,750091.01082.01 Rockvale Water Line-EIC credit 4/14/2014 34/11/2014 ($5,391)251.00083.00 Cut and Move Rail to Segment 1 3/5/2014 13/4/2014 $249,934218.00084.00 Delete Equipment at ROC 3/27/2014 13/26/2014 ($91,708)239.00085.00 Install Sound Wall Door @ STA. 1169 3/27/2014 13/26/2014 $12,737250.00086.00 Change Top Row of Block Wall 1124.1 3/27/2014 13/26/2014 $3,688229.00087.00 Irwindale TPSS-Adjust Eqpt. Layout 4/7/2014 44/3/2014 $17,878262.00088.00 Provisional Sum Adjustment 4/7/2014 44/3/2014 $0262.01088.01 Provisional Sum Adjustment - 2 9/25/2014 69/19/2014 $0262.02088.02 Provisional Sum Adjustment - 3 11/14/2014 211/12/2014 $0262.03088.03 Provisional Sum Adjustment - 4 3/19/2015 03/19/2015 $0262.04088.04 Provisional Sum Adjustment - 5 12/31/2015 112/30/2015 $0443.00088.05 Provisional Sum Adjustment - 6 2/16/2016 42/12/2016 $0262.06088.06 Provisional Sum Adjustment - 7 8/1/2016 08/1/2016 $0262.07088.07 Provisional Sum Adjustment - 8 8/29/2017 08/29/2017 ($42,900)261.00089.00 Longer DF Bolts - SGRB 4/7/2014 44/3/2014 $17,331169.02090.00 M&O Tramming Table Changes (rev. 2) 4/14/2014 34/11/2014 $54,083181.00091.00 Alameda Utility Changes 4/14/2014 34/11/2014 ($9,599)241.00092.00 Business Center TPSS Crane Changes 4/28/2014 54/23/2014 $13,655276.00093.00 Myrtle Early Completion Incentive 4/28/2014 54/23/2014 $160,000254.00094.00 Drainage East of Pasadena Ave. 4/28/2014 54/23/2014 $6,569275.00095.00 Remove Rail Ties at 1st/Santa Clara 4/28/2014 54/23/2014 $2,270274.00096.00 Buried Concrete @ Huntington Bridge 4/28/2014 54/23/2014 $2,819269.00097.00 Asbestos Pipe at Duarte and Myrtle 4/28/2014 54/23/2014 $6,583278.00098.00 Abandoned Gas Line at California 5/7/2014 15/6/2014 $8,170170.00099.00 M&O Car Wash Betterments 5/7/2014 15/6/2014 $166,144223.00100.00 M&O-Volume Control for PA Speakers 5/7/2014 15/6/2014 $38,105283.00101.00 Track Work Around at Mountain Ave 5/7/2014 15/6/2014 $29,996284.00102.00 Install 115# Buffer Rails in Seg. 1 5/7/2014 15/6/2014 $29,442230.00103.00 Azusa-Citrus Ped Crossing Operation 5/7/2014 15/6/2014 $84,183231.00104.00 Red Signal Violation Indication 6/3/2014 06/3/2014 $335,134253.00105.00 Remove Stem Wall along Duarte Rd. 6/12/2014 16/11/2014 $37,527271.00106.00 DVR Changes 7/17/2014 17/16/2014 $181,301260.00107.00 M&O Supplemental Fire Water System 8/4/2014 197/16/2014 $1,642,824163.00108.00 1st/Santa Clara Grade X-ing Changes 7/30/2014 57/25/2014 $156,177164.00109.00 M&O Body Shop Changes 8/4/2014 107/25/2014 $488,598256.00110.00 Monrovia North Bunglow LCP Changes 7/30/2014 57/25/2014 $125,313237.00111.00 M&O-Signaling System Changes 8/4/2014 67/29/2014 $1,133,746252.00112.00 Irwindale Security Kiosk Provisions 8/6/2014 28/4/2014 $178,044252.01112.01 Irwindale Security Kiosk - Part 2 2/11/2015 22/9/2015 $47,168252.02112.02 Irwindale Security Kiosk - Credit 7/21/2015 77/14/2015 ($47,168)281.00113.00 M&O - Accent Colors 8/6/2014 28/4/2014 $26,928305.00114.00 Lead Paint, Foothill Median Barrier 8/20/2014 28/18/2014 $5,690






Date: 8/31/2017

TitleNumber

Change OrdersChange


Date Outstanding

DaysTime

ExtensionInitiated

Date

EXECUTED Change Orders270.00115.00 TES Load Flow Simulation 8/21/2014 28/19/2014 $22,399203.00116.00 Mayflower Driveway/Wall Credit 8/26/2014 68/20/2014 ($19,138)307.00117.00 Contaminated Wood Ties-Santa Anita 8/26/2014 68/20/2014 $3,226082.01118.00 M&O / 3M Fence Revisions (rev 1) 9/25/2014 89/17/2014 $886,650314.00119.00 Mountain Early Completion Incentive 9/24/2014 79/17/2014 $80,000301.00120.00 Santa Anita Avenue Bridge Artwork 9/25/2014 89/17/2014 $57,224313.00121.00 Additional Traffic Signal Testing D 9/25/2014 69/19/2014 $7,875320.00122.00 Remove Asbestos Pipe at Virginia 11/14/2014 211/12/2014 $9,485303.00123.00 Additional Anti-Graffiti Coating 12/8/2014 012/8/2014 $63,727326.00124.00 Santa Anita Avenue Bridge Lighting 12/8/2014 012/8/2014 $208,633326.01124.01 Santa Anita Bridge Lighting-Part 2 1/19/2015 31/16/2015 $5,744380.00124.02 Santa Anita Ave. Bridge Lighting-3 7/21/2015 77/14/2015 $68,775335.00125.00 M&O - Interior Wall Revisions 12/19/2014 112/18/2014 $43,786304.00126.00 M&O Lobby Aesthetic Changes 12/19/2014 112/18/2014 $128,047292.00127.00 M&O - Guard House Changes 12/19/2014 012/19/2014 $65,463339.00128.00 Mountain Ped. Crossing Changes 1/12/2015 41/8/2015 $96,159340.00129.00 Business Center TPSS Drainage 1/19/2015 31/16/2015 $249,959255.00130.00 Virginia TPSS Access Road 1/12/2015 41/8/2015 $39,718291.00131.00 Eliminate 'Train Coming' Signs 1/12/2015 41/8/2015 $9,325322.00132.00 Replace Existing OCS Pole at SMV 1/19/2015 31/16/2015 $27,010187.01133.00 Irwindale Ramp Signs 1/26/2015 61/20/2015 $125,015346.00134.00 Delay in Setting of Yard Substation 1/26/2015 61/20/2015 $15,181344.00135.00 Virginia TPSS-Access for Delivery 2/2/2015 31/30/2015 $67,019328.00136.00 Rail Profile Grinding 2/18/2015 92/9/2015 $524,000328.01136.01 Rail Profile Grinding - Closeout 11/17/2015 511/12/2015 $44,522065.03137.00 M&O Main Building Comm. Room Floors 2/17/2015 02/17/2015 $4,402353.00138.00 1st/Santa Clara Noise Mitigations 2/17/2015 02/17/2015 $13,889323.00139.00 Add Pavers to Duarte Station W Ramp 2/18/2015 02/18/2015 $31,982338.00140.00 M&O-Wheel Truing Machine Car Puller 2/19/2015 02/19/2015 $83,112258.00141.00 M&O Tactile Guidance Changes 2/26/2015 32/23/2015 $203,945352.00142.00 M&O - Fire Alarm System 2/26/2015 32/23/2015 $238,983351.00143.00 Sierra Madre Track Rehab 2/26/2015 32/23/2015 $18,107349.00144.00 Remove water line east of Highland 2/26/2015 32/23/2015 $4,648360.00145.00 M&O Facility - Yard Control Console 3/3/2015 13/2/2015 $23,158359.00146.00 Generators for Testing-SRGB to IRW 3/3/2015 13/2/2015 $6,758325.00147.00 Station Identifier Changes 3/25/2015 23/23/2015 $4,712345.00148.00 Irwindale Signal Case & Push Button 3/25/2015 13/24/2015 $111,110296.00149.00 M&O Service Vehicle Pathways 3/30/2015 43/26/2015 $164,480296.01149.01 M&O-Service Vehicle Pathways - 2 6/22/2015 46/18/2015 $4,955327.00150.00 M&O Facility-NW Corner Fence & Wall 5/5/2015 64/29/2015 $461,480311.00151.00 Abandoned California Water Lines 5/6/2015 74/29/2015 $61,219358.00152.00 M&O Facility-Interior Wall Finishes 5/6/2015 74/29/2015 $24,582337.00153.00 Grade X-ing Train Signal Changes 5/6/2015 74/29/2015 $136,849367.00154.00 M&O NW Corner Hardscape Changes 5/20/2015 125/8/2015 $444,632363.00155.00 M&O Early Completion Milestone 5/20/2015 75/13/2015 $215,290375.00156.00 M&O - Beaumont Acceleration for TCO 5/20/2015 65/14/2015 $130,681357.00157.00 Add APS @ 2 intersections in Duarte 5/20/2015 55/15/2015 $39,826257.00158.00 Comm. Changes Parking Structures 6/4/2015 06/4/2015 $186,672257.01159.00 Duarte Parking Lot ETELs and CCTVs 6/4/2015 06/4/2015 $289,578364.00160.00 M&O - MOW Track Fouling Issue 6/4/2015 06/4/2015 $309,417






Date: 8/31/2017

TitleNumber

Change OrdersChange


Date Outstanding

DaysTime

ExtensionInitiated

Date

EXECUTED Change Orders376.00161.00 Remove Hazardous Waste at Angeleno 6/4/2015 06/4/2015 $4,635383.00162.00 M&O - WTM elect changes in pit 6/4/2015 06/4/2015 $19,063381.00163.00 M&O - Elevator Inspector Upgrades 6/4/2015 06/4/2015 $12,200382.00164.00 M&O - Fire Alarm System Upgrades 6/15/2015 46/11/2015 $109,631389.00164.01 M&O - Fire Alarm System Upgrades-2 6/22/2015 46/18/2015 $109,920427.01164.02 Add Modifications to the Fire Alarm 12/30/2015 112/29/2015 $30,102385.00165.00 M&O-replace LRV access stairs 6/15/2015 46/11/2015 $9,519384.00166.00 M&O-NW Corner Added Paving & Curb 6/15/2015 46/11/2015 $19,095391.00167.00 M&O Main Entrance Changes 7/21/2015 77/14/2015 $209,772306.00168.00 Close Fence Gaps to Adj. Buildings 7/21/2015 77/14/2015 $19,939377.00169.00 Pedestrian Grade Crossing Mods 7/21/2015 77/14/2015 $31,469343.00170.00 Striping/Signs at Station Ped Xings 7/21/2015 77/14/2015 $267,488362.00171.00 M&O - Move East Lobby Wall 8/13/2015 18/12/2015 $45,156394.00172.00 Intersection Changes at Highland an 8/14/2015 08/14/2015 $25,146393.00173.00 Relocation of Buena Vista Pole D CS 8/14/2015 08/14/2015 $44,646395.00174.00 SCE TPSS Metering Pad Extensions 9/9/2015 79/2/2015 $18,601302.00175.00 ETEL/PTEL Faceplate Betterment 10/21/2015 010/21/2015 $49,805405.00176.00 Irwindale Ped Crossing Changes 10/21/2015 010/21/2015 $27,617407.00177.00 M&O - Main Entrance Driveway Mods 10/21/2015 010/21/2015 $31,406404.00178.00 Baldwin & Michillinda Standpipes 10/21/2015 010/21/2015 $7,386365.00179.00 Irwindale Ave / I-210 E. Onramp 11/17/2015 2610/22/2015 $1,276,869414.00180.00 Station Benches & Citrus Guardrail 11/10/2015 811/2/2015 $75,778416.00181.00 Housekeeping Pads for Electrical Eq 11/17/2015 511/12/2015 $17,919417.00182.00 M&O - Elevated Track Weld Analysis 11/17/2015 511/12/2015 $14,865379.00183.00 M&O Flooring Acceleration 12/10/2015 312/7/2015 $5,356388.00184.00 M&O Parts Steam Cleaner Change 12/10/2015 312/7/2015 $50,471334.00185.00 Peck Road Ramp 12/10/2015 312/7/2015 $208,134343.01186.00 Purchase 'Look Both Ways' Signs 12/30/2015 812/22/2015 $167,453413.00187.00 Relocate CICs at Stations 12/30/2015 812/22/2015 $466,760430.00188.00 Sliding Gate Mod-SI Platform Add 12/30/2015 712/23/2015 $10,394431.00189.00 Added Paving LRV Loading Driveway 12/30/2015 112/29/2015 $84,776406.00190.00 Move BLS at Azusa-Alameda Ramp 1/19/2016 51/14/2016 $22,422300.00191.00 Joseph TPSS Power Feed Credit 1/19/2016 51/14/2016 ($21,723)429.00192.00 Power Up for Kinkisharyo 1/25/2016 01/25/2016 $36,801387.00193.00 3M Fence Changes 1/25/2016 01/25/2016 $59,468402.00194.00 Wheel Truing Machine - Training 1/25/2016 01/25/2016 $6,576432.00195.00 Sierra Madre Track Rehab Part 2 2/18/2016 132/5/2016 $15,826438.00196.00 Crossing Stick Circuit Logic 2/18/2016 132/5/2016 $25,583422.00197.00 Security Guards at Stations-Part 1 2/18/2016 12/17/2016 $179,452310.00198.00 UP Tunnel Analysis & Modifications 2/26/2016 22/24/2016 $98,156439.00199.00 Construction for UP Tunnel Retrofit 3/1/2016 62/24/2016 $1,020,000440.00200.00 Extended Security to Feb 1st 2016 2/26/2016 22/24/2016 $30,141372.00201.00 M&O Completion Items 2/26/2016 02/26/2016 $95,578435.00202.00 Ballasted Emer. Walkway Widening 3/8/2016 43/4/2016 $186,233420.00203.00 M&O Blowdown Pit Grating Changes 3/15/2016 03/15/2016 $97,399448.00204.00 Cab Code Changes at Arcadia and SAW 3/24/2016 33/21/2016 $30,051447.00205.00 TPSS Electrical Work & Damaged Comp 3/24/2016 13/23/2016 $83,934451.00206.00 Lighting for LRV Loading Area-MM Bg 3/24/2016 13/23/2016 $29,968434.00207.00 P3010 Vehicle Conflict at MO 4/4/2016 43/31/2016 $118,715458.00208.00 Paint Hunt Bridge Exposed Concrete 4/12/2016 14/11/2016 $6,908






Date: 8/31/2017

TitleNumber

Change OrdersChange


Date Outstanding

DaysTime

ExtensionInitiated

Date

EXECUTED Change Orders456.00209.00 Freight Culvert Signs 4/12/2016 14/11/2016 $16,856455.00210.00 AC Walkway Striping 4/12/2016 14/11/2016 $20,079457.00211.00 M&O Entrance Sign Changes 4/12/2016 14/11/2016 $10,872342.00212.00 Tactile Guidance Tile at Stations 5/10/2016 45/6/2016 $20,232366.00213.00 SCRRA Exit Gate Programming Changes 6/20/2016 405/11/2016 $124,557401.00214.00 Duracurb Delineators at Crossings 6/20/2016 186/2/2016 $160,134333.01215.00 Paint City Name Signs & Lower A8 6/20/2016 186/2/2016 $6,284400.00216.00 M&O Fire Tank Punch List Items 6/20/2016 186/2/2016 $11,154467.00217.00 Traffic Signal Upgrades 6/20/2016 186/2/2016 $36,402396.00218.00 Changes to M&O Landscaping 6/20/2016 186/2/2016 $246,507399.00219.00 Landscaping Acceleration at M&O 6/20/2016 186/2/2016 $219,090470.00220.00 Citrus Avenue Traffic Signal 7/5/2016 56/30/2016 $396,737474.00221.00 Procure MMG100 and MMG35 Generators 7/19/2016 127/7/2016 $127,785469.00222.00 Extend Security-Barricades-Etc 7/19/2016 127/7/2016 $29,688466.00223.00 Signal Timing Changes on Duarte Rd 7/19/2016 127/7/2016 $6,452472.00224.00 Pump Citrus Sumps and Tanks 7/19/2016 127/7/2016 $4,894460.00225.00 Palm-Citrus Paint & Anti-Graffiti 7/19/2016 57/14/2016 $7,786478.00226.00 Irw Park Lot Fire CIC Cleanup 7/19/2016 57/14/2016 $2,667468.00227.00 Railing for AandA Building 7/19/2016 57/14/2016 $3,869421.00228.00 Screen Fence at Irwindale Ave UP 8/1/2016 47/28/2016 $156,495482.00229.00 UP Tunnel Retrofit Closeout 8/1/2016 47/28/2016 ($302,201)462.00230.00 Bollards at California and Mountain 8/1/2016 47/28/2016 $14,299452.00231.00 IFS Landscaping 8/16/2016 128/4/2016 $492,242477.00232.00 Mods Repairs to ADA Truncated Domes 8/16/2016 128/4/2016 $16,768461.00233.00 CCTV in Parking Structure Elevators 8/17/2016 28/15/2016 $5,386494.00234.00 Revisions to Striping at Crossings 8/17/2016 28/15/2016 $5,853463.00235.00 M&O Main Entrance Addl Fence Panels 8/17/2016 28/15/2016 $14,853476.00236.00 LEED Plaque 8/17/2016 28/15/2016 $1,312479.00237.00 Remove/Reinstall Fencing at Miller 8/17/2016 28/15/2016 $802475.00238.00 M&O Walkway to Motorman Gate 8/17/2016 28/15/2016 $4,125473.00239.00 Landscaping 1st-Snta Clara Bungalow 8/17/2016 28/15/2016 $4,389481.00240.00 BEI Work Orders 9/23/2016 19/22/2016 $6,078500.00241.00 Added SCADA Points to Inverters 9/23/2016 19/22/2016 $23,975480.00242.00 Irwindale Ramp Closeout 9/23/2016 19/22/2016 $134,137498.00243.00 Olive Tree Trimming 10/31/2016 1410/17/2016 $2,095378.00244.00 Temp Fire Alarm (FACP) Monitoring 10/31/2016 1410/17/2016 $61,801489.00245.00 Burke Property at Peck Rd Ramp 10/31/2016 1410/17/2016 $52,034282.00246.00 Evergreen/Myrtle Mitigation Credit 11/10/2016 211/8/2016 ($65,872)084.00247.00 Irwindale/Gladstone Mitigation 11/10/2016 211/8/2016 ($5,905)503.00248.00 Shuttle Service at Azusa-Citrus 11/10/2016 211/8/2016 $379,108504.00249.00 Citrus Bridge Ret Wall & Weep Holes 11/10/2016 211/8/2016 $28,511333.00250.00 Change Wayside Operational Signage 12/5/2016 412/1/2016 $64,147499.00251.00 2nd Blank Out Sign Mountain/Duarte 12/5/2016 412/1/2016 $8,122487.00252.00 New 1-A Pole-Temp Fence-Power Feed 12/5/2016 412/1/2016 $8,352470.01253.00 Citrus Avenue Signal Changes 1/9/2017 41/5/2017 $14,102493.00254.00 Hi-Rail Truck & Equipment Rate Adj 1/9/2017 41/5/2017 $19,218415.00255.00 Azusa-Alameda Ramp Pavers 1/9/2017 41/5/2017 $206,412403.00256.00 Duarte Rd Additional Landscaping 1/9/2017 41/5/2017 $112,932505.00257.00 Switch Breakers at M&O Generator 3/27/2017 392/16/2017 $7,682488.00258.00 Beaumont Changes at Santa Anita Ave 2/27/2017 112/16/2017 $15,323






Date: 8/31/2017

TitleNumber

Change OrdersChange


Date Outstanding

DaysTime

ExtensionInitiated

Date

EXECUTED Change Orders418.00259.00 ROW Gate Changes 2/27/2017 42/23/2017 $168,534507.00260.00 Replace Stainless Steel Strips @M&O 2/27/2017 42/23/2017 $9,977508.00261.00 Miscellaneous TM Work in Monrovia-I 6/7/2017 66/1/2017 $4,238502.00262.00 Update Logic for Epic III Failure 6/7/2017 66/1/2017 $44,364509.00263.00 Yard Lighting Material Procurement 7/10/2017 07/10/2017 $5,000496.00264.00 CPUC Completion Items 7/10/2017 07/10/2017 $41,562501.00265.00 Add Costs Incurred on PS03-025 7/10/2017 07/10/2017 $24,586510.00266.00 Metro Betterment - Cisco Upgrade 8/2/2017 27/31/2017 $60,615512.00267.00 Final Acceptance Deadline Extension 8/30/2017 08/30/2017 $0513.00268.00 Credit for Partial SCG Cost 8/30/2017 08/30/2017 ($113,401)514.00269.00 Replace Ped Lighting Bollards 8/30/2017 08/30/2017 $92,190

Subtotal: $31,097,382

Subtotal: $31,097,382

Total: $31,097,382





18

FOOTHILL GOLD LINE FINANCIAL STATUS Project Operating Budget Summary in Millions of Dollars

May 31, 2018

( a ) ( b ) (c=a-b) ( d )

FINANCIAL PLAN Current Budget

Funding Committed to

Project Uncommitted

Funds Revenues Received

SCAG 1.0 0.9 0.1 0.9 Interest Income 2.0 2.0 - 2.0 Bridge Replacement 13.9 13.9 (0.0) 13.9 Phase I Carryover 4.0 4.0 - 4.0 Maintenance and Operations Facility - - - - Cities 42.2 - 42.2 - Real Estate - Phase 2 - - - - State SHA - - - - Measure R - 2A 741.0 741.0 741.0 Measure R - 2B 96.5 96.5 - 26.9 SBCTA 70.0 3.5 66.5 2.9 Federal TCSP 2.9 2.9 - 2.9 Federal Bus Intermodal Plan 9.0 9.0 - 9.0 Federal New Starts 2004 MTA Passthrough 4.0 4.0 - 4.0 Federal New Starts 2005 MTA Passthrough 0.5 0.5 - 0.5 Federal New Starts 2006 Corridor Study 2.5 2.5 - 2.5 Measure M 1,019.0 1,019.0 - - Other - Cap and trade 249.2 249.2 - - Other - Grade Separations 50.0 - 50.0 - Total Revenues 2,307.7 2,148.9 158.8 810.5

( a ) ( b ) ( c ) (d=a-b)Current Current Current Current Budget Obligation Expenditures Available Balance

EXPENSESProgram Management and Administration 128.1 120.0 117.4 8.1 Master Cooperative Agreements 48.2 6.0 5.4 42.2 Real Estate 2A including ROW Acq 21.0 21.0 21.0 - Utility Relocation - - - - Hazardous Material/Environmental Serv - - - - Special Programs 0.3 0.3 0.3 - Procurement/Vehicles 60.0 60.0 60.0 - Construction - IFS 19.8 19.8 19.8 - Construction - 2A 331.9 331.9 331.9 - Construction - 2B 1,484.7 69.5 29.5 1,415.2 Construction - 2C - - - - Construction - Parking Structures 44.3 44.3 44.3 - Construction - M&O 47.0 47.0 47.0 - Maintenance and Operations Facility Land 22.0 22.0 22.0 - MTA Project Costs 64.0 64.0 64.0 - Project Reserve 9.0 - - 9.0 Contingency (Financing) 27.4 27.4 27.4 - Total Project 2,307.7 833.2 790.0 1,474.5
