SCRRA BOARD OF DIRECTORS MEETING

SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY SCRRA BOARD OF DIRECTORS MEETING FRIDAY, DECEMBER 11, 2009-10:00A.M. SOUTHERN CALIFORNIA ASSOCIATION OF GOVERNMENTS (SCAG) BOARD CONFERENCE ROOM 818 WEST SEVENTH STREET, 12th FLOOR LOS ANGELES, CALIFORNIA 90017 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 (Items 4-13) 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) 452-0245 or via email yeroo@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. 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. 700 S. Flower Street, Suite 2600 Los Angeles, CA 90017-4101

SCRRA Board of Directors Meeting Agenda Transmittal Date: December 7, 2009 Meeting Date: December 11, 2009 Page 2 1. Call to Order 2. Pledge of Allegiance 3. Public Comment CONSENT CALENDAR 4. Approval of Minutes November 13, 2009 Board meeting Staff recommends the Board approve minutes of the November 13, 2009 Board meeting. Page 1 5. Adoption of Board and Committee Meeting Dates For Calendar Year 2010 In an effort to maintain a regular meeting schedule for Board and Committee meetings and to avoid schedule conflicts as much as possible, staff has prepared a meeting schedule for calendar year 2010. Staff recommends the Board approve and adopt the 2010 Board and Committee meeting schedule, as detailed in Attachment 1 of the staff report. NOTE: Attachment 1 (calendar) will be provided under separate cover. Page 22 6. Contract No. SP267-09 Materials Management Consultant Services Increase in Contract Funding Authorization BMS Associates An increase in contract funding authorization is required to enable continuation of the planning and procurement processes to better manage, control and reduce SCRRA inventories. Staff recommends the Board authorize the Chief Executive Officer to increase the funding authorization for Contract No. SP267-09, Materials Management Consultant Services with BMS Associates by $32,625 for a total not-to-exceed contract funding authorization of $117,625.00, and extend the period of performance by 90 days from January 1, 2009 to March 31, 2010. Page 24 7. Alternative Motorcoach Transportation Services SCRRA is seeking a pool of vendors for "Bus Bridges who can provide on-call alternative transportation services as well as scheduled alternative transportation services due to train annulment. Staff recommends the Board authorize the Purchasing Agent to issue purchase orders and memorandums of understanding to create a pool of vendors under contract for on-call and scheduled alternative transportation services in the event of train annulment. Cumulative Purchase Orders and Memorandum of Understandings are not-to-exceed $750,000 over a three year period. Page 26 8. Contract No. MS214-09 Request for Additional Fiscal Year 2009-10 Budget and Contract Authority for Capital and Recollectable Support Work with Veolia Transportation Maintenance and Infrastructure, Inc. (VTMI) Additional contract authority to fund track and structures capital and recollectable support work from VTMI is required under Contract No. MS214-09. Staff recommends the Board authorize the Chief Executive Officer to approve $5,556,014 of additional contract funding authority for Contract No. MS214 with VTMI for FY 2009-10. The recommended amount is $3,964,344 for support of capital construction projects and

SCRRA Board of Directors Meeting Agenda Transmittal Date: December 7, 2009 Meeting Date: December 11, 2009 Page 3 $1,591,670 for support of recollectable projects for a not-to-exceed contract amount of $23,328,610 for FY 2009-10. Page 28 9. Contract No. SP276-10 Automatic Engine Start/Stop System Purchase and Installation Recommendation to Award MotivePower, A Wabtec Company dba MotivePower, Inc. The purchase and installation of an Automatic Engine Start/Stop System (AESS) on SCRRA s PHI locomotive fleet is necessary to reduce idling time to reduce fuel costs and lower emissions. Staff recommends the Board authorize the Chief Executive Officer to award competitively solicited Contract No. SP276-10 for the procurement and installation of eleven (11) Automatic Engine Start/Stop Systems to MotivePower, a Wabtec Company dba MotivePower, Inc., for a not-to-exceed contract funding authorization of $216,242.00. This award is subject to resolution of any protest timely filed. Page 30 10. Contract No. JO113-10 Track Rehabilitation Services Contract Award Veolia Transportation Maintenance and Infrastructure Track rehabilitation services, using a systematic program to replace infrastructure assets, are required to prevent deterioration of the existing track structure. Staff recommends the Board authorize the Chief Executive Officer to award Contract No. JO113-10 for Track Rehabilitation Services to the lowest priced responsive and responsible bidder, Veolia Transportation Maintenance and Infrastructure (VTMI), in an amount not-to-exceed $4,000,000. Award is subject to resolution of any protest timely filed. Page 33 11. Contract No. EP173-10R Head End Power Purchase and Installation (Rebid) Recommendation to Award Quinn Power Systems To continue ongoing service, the purchase and installation of Head End Power Units is needed to replace existing ones. Staff recommends the Board authorize the Chief Executive Officer to award Contract No. EP173-10R for the procurement and installation of Head End Power (HEP) Units to Quinn Power Systems, in a not-toexceed contract funding authorization of $2,582,155 for the base order of ten (10) HEP packages, with seven (7) individual options that may be exercised at the sole discretion of the Authority. Of this not-to-exceed contract amount, SCRRA has received a grant from AQMD/CMP in the not-to-exceed amount of $1,666,932 for the ten (10) HEP packages. This award is subject to resolution of any protest timely filed. Page 36 12. Capital Funded Positions Staff recommends the Board approve additional positions, known as Special Services Employees under Human Resources Policies and Procedures, Policy No. 1.1 Definitions of Employment Status, for the capital program funded positions listed in the staff report, subject to funding availability. Page 39

SCRRA Board of Directors Meeting Agenda Transmittal Date: December 7, 2009 Meeting Date: December 11, 2009 Page 4 13. Office Space Lease 279 E. Arrow Highway - Suite 101, San Dimas, CA 91773 The Authority desires to lease office space near the current Metrolink Operations Center (MOC) in Pomona for Authority and Contractor staff needed for current and upcoming Authority Operational activities. Staff recommends the Board authorize the Chief Executive Officer to negotiate final terms consistent with this recommendation and enter into a lease agreement with 279 Arrow, LLC and Lee & Associates Commercial Real Estate Services for 5,350 square feet of office space at 279 Arrow Highway Suite 101, San Dimas, CA, 91773. The lease is for a three year term with one 1-year option at a rate of $9144 per month increased annually by 4%. Included in the lease are 20 parking spaces. The total value of this lease, over three years including the one year option, is $475,100. Page 46 PUBLIC HEARING 14. Continuation of Public Hearing on Potential Budget Reduction Actions including Potential Fare Increase and/or Service Changes and Amendment of FY2009-10 Budget Staff recommends that the Board of Directors: 1) Continue to conduct the public hearing on potential fare increases and potential service changes to implement budget reductions for FY10 by taking public testimony and suggestions submitted orally and in writing and then close the continued public hearing; and 2) Upon the close of the public hearing act upon Recommendations 2 (a) (c) and Recommendation 3 to implement these budget adjustment actions and act upon Recommendations 4 and 5 to set January 8, 2010 for action on the balance of the budget reduction actions as necessary for the fiscal year: a) Respond to public comments and suggestions received though the public hearing of November 13, 2009, on the budget shortfall and proposed fare increase and other budget reduction measures as summarized in Attachment A. Staff s response(s) to a number of suggestion is also included as Attachments B & C; and b) Find that the proposed fare increases that would result in new fares or charges by SCRRA are exempt from the California Environmental Quality Act (CEQA) and adopt Findings set out in Attachment D; that the statutory exemption in Public Resources Code (PRC) Section 21080 (b) (8) and the companion section of the State CEQA Guidelines, Section 15273 apply; and that any resulting additional revenue to SCRRA will be only for purposes covered by this exemption, for the reasons stated herein, and will not be for any capital projects to expand the system or for other ineligible purposes, and that all findings are based upon this report and the record of this project and the relevant portions of Metrolink budget and fare analysis documentation and find that this action includes a direction to staff to apply any additional revenue to SCRRA from this action only to these purposes and to file a Notice of Exemption from CEQA following this Board action; and c) Approve the implementation of a 3% systemwide fare increase, estimated to equal an additional $0.711 million, effective February 1, 2010 in order to address the

SCRRA Board of Directors Meeting Agenda Transmittal Date: December 7, 2009 Meeting Date: December 11, 2009 Page 5 current shortfall in operating revenues to maintain commuter rail service within the existing Metrolink service area; and 3) Authorize the elimination of staff Time-Off-With-Pay (TOWP) accruals for up to three pay-periods during the year ended June 30, 2010. The elimination of three pay-period equivalent accruals is estimated to save the agency s operating budget a minimum of $0.158 million; and 4) Set the regular meeting of January 8, 2010 to address any service changes proposed to be implemented in February, 2010, as listed in the published public notice, included as Attachment E, and to: a. respond to any additional public suggestions on budget reduction measure, service changes, and the fiscal emergency received through the close of the continued public hearing on December 11, 2009; and b. indicate it is the Board's intention to make applicable findings on proposed service cuts, if any, including that one or more of the proposed service changes is exempt from CEQA, on the basis either that it is not a project, and in the alternative, that it is exempt due to the existence of a fiscal emergency pursuant to the statutory exemption in PRC Section 21080.32 and the companion section of the State CEQA Guidelines, Section 15285; and c. make a final determination on whether one or more service changes will be approved to implement budget reductions this fiscal year; and 5) Direct the Chief Executive Officer to request additional funds of the SCRRA Member Agencies after consideration and/or authorization of each or all of the recommended actions listed above, and including: a. the allocation of $500 thousand in additional funding authority to support the Rail-2- Rail partnership of the SCRRA, CALTRANS, and AMTRAK to be funded by the supporting and affected Member Agencies (LA Metro, OCTA, VCTC); and b. the amount necessary to balance the FY10 SCRRA Budget. Page 49 REGULAR CALENDAR 15. Contract No. OP136-10 Operator Services - Recommendation to Award Non- Competitive Procurement Amtrak A non-competitive procurement beginning July 1, 2010 with National Railroad Passenger Corporation (Amtrak) for train and engine (T & E) crews as well as related management and administrative services is in the best interests of the agency at this time. Staff recommends that the Board authorize the Chief Executive Officer to finalize Agreement terms and execute a non-competitive contract for Operator Services to Amtrak for a period of up to four years, with two (2) three (3)-year options. Page 81 16. Contract No. MS222-09R Communications and Signals Maintenance Services Recommendation of Award Mass Electric Construction Company Staff recommends that the Board authorize the Chief Executive Officer to award competitively solicited Contract No. MS222-09R for communications and signals maintenance services to Mass Electric Construction Company (MECC), the sole responsive and responsible proposer. Contract funding authorization is based on the

January 2010 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 April 2010 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 July 2010 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 October 2010 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 Board Meetings February 2010 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 May 2010 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 August 2010 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 November 2010 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 Committee Meetings Board & Committee on Same Day March 2010 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 June 2010 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 September 2010 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 December 2010 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 Board Annual Workshop Important Dates and Federal Holidays: January 1 New Years Day January 18 Martin Luther King, Jr. February 15 Presidents Day May 31 Memorial Day July 5 Independence Day (July 4 falls on a Sunday) September 6 Labor Day September 15-18 League of CA October 3-6 APTA Annual Meeting October 11 Columbus Day* November 11 Veterans Day* November 25 Thanksgiving Day November 30-Dec 4- NLC Congress of Cities December 24 Christmas (Dec 25 falls on a Saturday) *SCRRA does not observe Columbus Day or Veterans Day Holidays. SCRRA offices are closed the Friday after Thanksgiving. MEETING TIME: Board and Committee meetings start at 10:00 a.m. MEETING LOCATION: Board meetings are held at the Southern California Association of Governments (SCAG), located at 818 W. Seventh Street, 12 th Flr, Los Angeles, CA Committee meetings are held at SCRRA offices (address noted below). SCRRA Board & Committee Meeting Calendar 2010 700 S. Flower, Suite 2600, Los Angeles, CA 90017 (213) 452-0245 / www.metrolinktrains.com