SPECIAL BOARD OF DIRECTORS MEETING N o v e m b e r 1 9, 2 0 1 0
SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY BOARD ROSTER SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY County Member Alternate Ventura: Keith Millhouse (Chair) Brian Humphrey Council Member Commission Member 1 vote City of Moorpark VCTC Los Angeles: Richard Katz (Vice-Chair) Jaime de la Vega Member, Deputy Mayor, 4 votes Metro Board of Directors City of Los Angeles City of Los Angeles Mayor Appointee Michael Antonovich Supervisor, 5 th District County of Los Angeles Don Knabe Supervisor, 4 th District County of Los Angeles Chairman, Metro Board of Directors Ara Najarian Mayor City of Glendale Robert T. Bartlett Appointed by Metro Beatrice Proo Appointed by Metro Maureen Micheline Transportation Deputy Metro San Bernardino: Paul Eaton Patricia Gilbreath* Mayor Mayor Pro Tem 2 votes City of Montclair City of Redlands Patrick Morris Mayor City of San Bernardino Diane Williams* Council Member City of Rancho Cucamonga Orange: Art Brown Paul Glaab* Mayor Council Member 2 votes City of Buena Park City of Laguna Niguel Richard Dixon Mayor Pro Tem City of Lake Forest 700 S. Flower Street, Suite 2600 Los Angeles, CA 90017-4101
SCRRA Board of Directors Roster Page 2 Riverside: Ron Roberts Robin Lowe* Mayor Pro Tem Council Member 2 votes City of Temecula City of Hemet Daryl Busch Mayor City of Perris Greg Pettis* Council Member Cathedral City EX-OFFICIO MEMBERS Southern California Association of Governments: Gary C. Ovitt Supervisor, 4 th District San Bernardino County San Diego Association of Governments: [CURRENTLY AWAITING APPOINTMENT] Contact: Linda Culp Senior Transportation Planner State of California: Dale E. Bonner Secretary of Business, Transportation and Housing Agency Alternate: Michael Miles Director, Caltrans District 7 *Alternates represent either member Revised 3-29-10
SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY TELECONFERENCE LOCATION Hilton Bayfront Hotel 1 Park Boulevard San Diego, CA 92101-7897 SCRRA SPECIAL BOARD OF DIRECTORS MEETING FRIDAY, NOVEMBER 19, 2010-9:30A.M. LOS ANGELES METROPOLITAN TRANSPORATION AUTHORITY BOARD ROOM ONE GATEWAY PLAZA, 3 RD FLOOR LOS ANGELES, CALIFORNIA 90012 AGENDA DESCRIPTIONS The agenda descriptions are intended to give notice to members of the public of a brief general description of items of business to be transacted or discussed. The posting of the recommended actions does not indicate what action will be taken. The Authority may take any action that it deems to be appropriate on the agenda item and is not limited in any way by the notice of the recommended action. Southern California Regional Rail Authority Consent Calendar Matters to be approved in one motion unless a Board Member requests separate action which it deems to be appropriate on the agenda item and is not limited in any way by the notice of the recommended action. The Chairman reserves the right to discuss the items listed on the agenda in any order. A person with a disability may contact the Board Secretary s office at (213) 452-0255 or via email cookj@scrra.net at least 72-hours before the scheduled meeting to request receipt of an agenda in an alternative format or to request disability-related accommodations, including auxiliary aids or services, in order to participate in the public meeting. Later requests will be accommodated to the extent feasible. SUPPORTING DOCUMENTATION The agenda, staff reports and supporting documentation are available from the Board Secretary, located at 700 S. Flower, 26 th Floor, Los Angeles, CA 90017, and on the Metrolink website at www.metrolinktrains.com under the Board Agenda link. PUBLIC COMMENTS ON AGENDA ITEMS Members of the public wishing to address the Board of Directors regarding any item appearing on the agenda, may do so by completing a Speaker s Form and submitting it to the Board Secretary. Speakers will be recognized by the Chairman at the time the agenda item is to be considered. When addressing the Board, please state your name for the record. Please address the Board as a whole through the Chair. Please note comments to individual Board members or staff are not permitted when addressing the Board. A speaker s comments shall be limited to three (3) minutes. HOA.747319.1 700 S. Flower Street, Suite 2600 Los Angeles, CA 90017-4101
SCRRA Special Board of Directors Meeting Agenda Transmittal Date: November 16, 2010 Meeting Date: November 19, 2010 Page 2 PUBLIC COMMENTS ON ITEMS NOT ON THE AGENDA Members of the public wishing to address the Board of Directors regarding any item not on the agenda, but within the subject matter jurisdiction of the Board, will be taken under Item 3 (Public Comment), and will be subject to the same guidelines as noted above. 1. Call to Order 2. Pledge of Allegiance 3. Public Comment REGULAR CALENDAR 4. Equipment Lease Agreement No. EP174-10 Extension of Lease and Increase in Funding Authority Continuation of the lease for an additional period will support the current levels of regularly schedule service until the new Rotem cars are placed in service. Staff recommends that the Board authorize the Chief Executive Officer to extend the period of the lease agreement with Utah Transit Authority (UTA) for two months with an option for an additional month at a monthly rate of $25,250 for a not-to-exceed amount of $75,750. The current lease agreement expires December 1, 2010. Presented by Gary Jarboe, Director, Equipment Page 1 5. Contract No. EP142-06 Metrolink Commuter Rail Cars Exercise Option 4 Hyundai-Rotem Metrolink s cornerstone value is safety. All of Metrolink s rail cars meet or exceed safety standards; and to augment its fleet with new rail cars built with state-of-art collision absorption technology and interior safety features, Metrolink should exercise the time-sensitive option to procure additional Rotem cars at favorable, below market value pricing. Staff recommends the Board authorize the Chief Executive Officer to: (1) Obtain approval of Letters of No Prejudice (LONPs) for future California Emergency Management Agency (CalEMA) Proposition 1B Transit Security Grant Program (CTSGP) Funds prior to exercise of Option 4 in Contract EP 142-06.; (2) Exercise Option 4 in the Contract No. EP142-06 with Hyundai-Rotem (Rotem) to procure twenty (20) trailer cars at a cost not-to-exceed $33,269,400 plus a contingency amount of $400,000 for a not-to-exceed contract authority of $262,713,955.00, based upon timely exercise of the option no later than the last date, November 30, 2010, on which an option may be exercised without being subject to a contract price escalation; (3).Execute an Agreement with Metro to finance the purchase of twenty (20) trailer cars for a not-to-exceed amount of $18,000,000 based upon the Metro Board action of October 28, 2010; (4) Authorize the CEO to take all other actions necessary to implement and fund the authorized exercise of Option 4. Presented by John Fenton, Chief Executive Officer Page 2
SCRRA Special Board of Directors Meeting Agenda Transmittal Date: November 16, 2010 Meeting Date: November 19, 2010 Page 3 6. Chief Executive Officer s Report Agency Update 7. Board Member Comments (i.e., Announcements, Requests to Staff, Direction for Future Agenda Items) CLOSED SESSION 8. Closed Session a. CONFERENCE WITH LEGAL COUNSEL EXISTING LITIGATION Pursuant to Subdivision(b) of Government Code Section 54956.9 - Litigation arising out of the September 12, 2008 collision between a Metrolink train and a Union Pacific freight train on the Ventura County Line, near Chatsworth, CA, including but not limited to: Magdaleno v. SCRRA et al. PCO43703; SCRRA and Connex Railroad LLC v. Magdaleno et al. CV10 06365; SCRRA v. Connex - CV08-06987 b. CONFERENCE WITH LEGAL COUNSEL EXISTING LITIGATION Pursuant to Subdivision (a) of Section 54956.9 Dorsey v. SCRRA et al. BC 419637. c. CONFERENCE WITH LEGAL COUNSEL ANTICIPATED LITIGATION _ Pursuant to Subdivision (b) of Section 54956.9 ( 1 or more potential cases) 9. ADJOURNMENT
SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY TRANSMITTAL DATE: November 16, 2010 MEETING DATE: November 19, 2010 ITEM 4 TO: FROM: SUBJECT: Board of Directors Chief Executive Officer Equipment Lease Agreement No. EP174-10 Extension of Lease and Increase in Funding Authority Issue Continuation of the lease for an additional period will support the current levels of regularly schedule service until the new Rotem cars are placed in service. Recommendation Staff recommends that the Board authorize the Chief Executive Officer to extend the period of the lease agreement with Utah Transit Authority (UTA) for two months with an option for an additional month at a monthly rate of $25,250 for a not-to-exceed amount of $75,750. The current lease agreement expires December 1, 2010. Alternative There is no viable alternative. Background At the June 2008 meeting the Board approved entering into a lease agreement with UTA for 10 cars. This lease expires on December 1, 2010. Due to the delay in rolling out the new Rotem cars, it is necessary to extend the lease with UTA by two months through January 31, 2011 with an option for an additional month. This equipment is scheduled to be returned to the UTA once the new Rotem cars are placed in service. Budget Impact The UTA lease extension will be funded with Liquidated Damages assessed against Rotem Company for late delivery of the new rail cars. Prepared by: Gary Jarboe, Director, Equipment Lia McNeil-Kakaris, Principal Contract Administrator Joseph M. Henderlong, Director, Strategic Sourcing, Contracts and Supply JOHN E. FENTON Chief Executive Officer 700 S. Flower Street, Suite 2600 Los Angeles, CA 90017-4101 1
SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY TRANSMITTAL DATE: November 16, 2010 MEETING DATE: November 19, 2010 ITEM 5 TO: FROM: Board of Directors Chief Executive Officer SUBJECT: Contract No. EP142-06 Metrolink Commuter Rail Cars Exercise Option 4 - Hyundai-Rotem Issue Metrolink s cornerstone value is safety. All of Metrolink s rail cars meet or exceed safety standards; and to augment its fleet with new rail cars built with state-of-art collision absorption technology and interior safety features, Metrolink should exercise the timesensitive option to procure additional Rotem cars at favorable, below market value pricing. Recommendation Staff recommends the Board authorize the Chief Executive Officer to: (1) Obtain approval of Letters of No Prejudice (LONPs) for future California Emergency Management Agency (CalEMA) Proposition 1B Transit Security Grant Program (CTSGP) Funds prior to exercise of Option 4 in Contract EP 142-06.; (2) Exercise Option 4 in the Contract No. EP142-06 with Hyundai-Rotem (Rotem) to procure twenty (20) trailer cars at a cost not-to-exceed $33,269,400 plus a contingency amount of $400,000 for a not-to-exceed contract authority of $262,713,955, based upon timely exercise of the option no later than the last date, November 30, 2010, on which an option may be exercised without being subject to a contract price escalation; (3) Execute an Agreement with Metro to finance the purchase of twenty (20) trailer cars for a not-to-exceed amount of $18,000,000 based upon the Metro Board action of October 28, 2010; (4) Authorize the CEO to take all other actions necessary to implement and fund the authorized exercise of Option 4. Alternatives The Board may: (1) Decline to authorize the CEO to exercise the option for any of the 20 trailer cars in Option 4 by the November 30, 2010 deadline on the current pricing, or 700 S. Flower Street, Suite 2600 Los Angeles, CA 90017-4101
Contract No. EP142-06, Rail Procurement Transmittal Date: November 16, 2010 Meeting Date: November 19, 2010 Page 2 (2) Decline to authorize the CEO to exercise the option for all 20 trailer cars in Option 4 but authorize the CEO to exercise Option 4 for fewer cars no later than November 30, 2010; or (3) Postpone a decision on authorizing the CEO to exercise the option until after November 30, 2010 for some or all of the 20 trailer car option at an estimated current increase of up to 63% or $21.3 million for the full order of 20 cars at the contract price as escalated by the contract methodology; or (4) Decline to authorize the CEO to exercise the contract option for up to 20 trailer cars at any time; or (5) Authorize the CEO to proceed with the rehabilitation of the current fleet (Bombardier cars) at an estimated rate of $1.2 million per car. Background In February 2006, following a competitive procurement, the Board awarded Contract No. EP142-06 for procurement of Metrolink Commuter Rail Cars to Rotem. This award included the base plus options for a total not-to-exceed amount of $305,974,486. Options under this contract were to be exercised as funding became available. As of this date, in addition to the base order, Options 1, 2 and 3 were exercised for a total of 117 cars (60 trailer and 57 cab cars) for a not-to-exceed contract authorization of $229,044,555. The favorable pricing on the fourth option, Option 4, for up to 20 Trailer Cars ends November 30, 2010. As a result, exercising the option at this time falls within the contract date range to avoid the contract's price escalation provisions. The price of $33,269,400 as originally bid plus a contingency amount of $20,000 added per car for change-orders already exercised for the base order and options 1, 2, and 3, applies. In accordance with the contract terms, if the option is not exercised by the deadline, it will be subject to an adjustment escalation for labor and material that will result in a substantial cost increase (currently projected at an increase of up to 63% or $21.3 million for the full order of 20 trailer cars at an estimated price of $2.68 million per car), should the agency desire to purchase these cars at a later date. Therefore, in consideration of the substantial savings, the staff recommendation is to authorize the CEO to exercise the option before the expiration of the more favorable pricing at the end of the month. This action will guarantee the price of $33,269,400 plus the $20,000 per car contingency at a price of $1.68 million per car. SCRRA is working with CalEMA to receive LONPs for the CalEMA Proposition 1B CTSGP funds needed to fund the procurement and repay the Metro funds provided to finance the procurement. If the LONPs for the CalEMA funds can be approved before Option 4 needs to be exercised under the favorable pricing terms, staff is requesting Board approval to exercise Option 4 for 20 trailer cars in the amount of $33,669,400, for a contract not-toexceed authorization of $262,713,955.00 for a total of 137 cars. Upon receipt of the notice of exercise of the Option 4, Rotem will be required to submit an updated master contract schedule. Once contract documentation and all other requirements are completed as required, the next step would be a new Notice to Proceed. Upon issuance of a new Notice HOA.747104.1
Contract No. EP142-06, Rail Procurement Transmittal Date: November 16, 2010 Meeting Date: November 19, 2010 Page 3 to Proceed, 48% of the option price under the contract in the amount of $16,161,312 will be owed to Rotem with the balance paid by FY 12-13. See Attachment A, for a breakdown of funding requirements. Budget Impact Funding for Option 4 for procurement of 20 trailer cars will be provided by $4.2 million in Liquidated Damages from the current ROTEM procurement, and financing by Metro of up to $18 million to meet cash flow needs under LONPs for a total of $33.36 million in FY 09-10 and future year CalEMA Proposition 1B Transit Security Grant Program Funds. As the CalEMA funds are made available, Metro will be repaid their funds as well as interest on the balance of the Metro funds at 3.52%. Based upon direction by the Metro Board to its CEO on repayment over time, Metro will also finance the balance of the procurement if the CalEMA CTSGP funds are not available. Notice of exercise of the Option and other documentation will proceed if the Board authorizes the staff recommendations. Prepared by: Dennis Marzec, General Manager Operations Lia McNeil-Kakaris, Principal Contract Administrator Joseph M. Henderlong, Director, Strategic Sourcing, Contracts & Supply JOHN E. FENTON Chief Executive Officer HOA.747104.1
Funding Scenario for Exercise of Option 4 of ROTEM Contract for 20 Cars: MTA provides funds for cash flow @ 3.52% Funds shown in year of availability. Will need LONPs for future year funds in order to award to ROTEM $millions Expenditures FY 10-11 FY 11-12 FY 12-13 FY 13-14 FY 14-15 FY 16-17 Total Option 4 ROTEM (1) (2) 17.845 1.683 14.141 33.669 Oversight of ROTEM Procurement 0.200 2.000 0.490 2.690 Interest @ 3.52% to be paid to MTA 0.530 0.369 0.030 0.279 1.207 TOTAL 18.574 4.053 14.661 0.279 0.000 0.000 37.566 Available Funding for Rail Cars ROTEM LDs (5) 3.000 1.207 4.207 Reprogram 09-10 CTSGP for couplers 0.900 0.900 Prop 1B Transit Security Grant Program (3) 7.869 7.869 7.869 7.869 0.983 32.459 MTA Funds (4) 15.574 (4.716) 5.585 (7.590) (7.869) (0.983) 0.000 TOTAL 18.574 4.053 14.661 0.279 0.000 0.000 37.566 1. Payments assume NTP 11/30/10 and final acceptance 11/1/12. The contract terms require 48% of the contract value at NTP, 5% for receipt of copies of subcontracts 3/31/11; 5% for approval of as-built drawings in FY 11-12 on 6/1/12 and the balance of 42% would be payable in FY 12-13. 2. Contract value is based on Option 4 price of $33,269,400 and currently approved change orders for seats, graphics, communications etc @ $20k/car for a total of $33,669,400, 3. Need LONP for the future years of Prop 1B CTSGP from CalEMA before NTP. SCRRA receives $7.87 mill/year for the next 7 years. These funds currently programmed for Sealed Corridor, Rolling Stock Rehab or PTC if needed. 4. MTA would provide 48% less LDs at NTP and an additional $1.68 mill would be needed by FY 12-13. Over the next four years, with the State Prop 1B CTSGP funds as they become available. 5. This amount includes $1.2 M to cover the interest to be paid to MTA (interest rate of 3.52%) Net Amount Provided by MTA (includes interest) 15.045 9.959 15.514 7.645 (0.224) (1.207) repayment 5