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3

ITEM # RECOMMENDATION

1. CHAIR’S REPORT Welcome and Introductions

2. PUBLIC COMMENT AND COMMUNICATIONS Speakers are limited to three minutes each. CONSENT (Items 3 and 4)

+3. JULY 16, 2012, MEETING MINUTES (Danny Veeh, SANDAG) (pp. 7-11)

APPROVE

The meeting minutes are included for approval.

+4. CORRIDOR TRENDS (Danny Veeh, SANDAG) (pp. 12-21) INFORMATION A summary of monthly corridor statistics on ridership, revenue, on-time

performance, and customer satisfaction is attached.

CORRIDORWIDE STRATEGIC IMPLEMENTATION PLAN REPORTS

(Items 5 through 7)

+5. STATUS OF SENATE BILL 1225 (Corridor CEOs) (pp. 22-34) DISCUSSION/

POSSIBLE ACTION Senate Bill 1225 to authorize local management of the Pacific Surfliner

intercity service continues to advance in Sacramento, passing the Assembly Appropriations Committee on a 12-5 vote on August 16, 2012. Additional amendments are expected, which will be considered by the full Assembly and Senate by the August 31, 2012, deadline.

+6. REVISED DRAFT AMENDED JOINT POWERS AGREEMENT AND

BYLAWS (Linda Bohlinger, HNTB; Linda Culp, SANDAG) (pp. 35-72) REVIEW AND COMMENT

Should SB 1225 be signed into law, there are a number of changes that will

need to be made to the LOSSAN governing documents. These include identifying voting and ex-officio members, voting structures, and specific governance principles. Agency staff and chief executive officers (CEOs) continue to revise these documents based on Board comments from the July 16, 2012, meeting. The Board is asked to review and comment on the latest versions of the documents and direct staff to accept the proposed changes shown. Final approval is pending the outcome of SB 1225.

4

ITEM # RECOMMENDATION

+7. MANAGING AGENCY PROPOSED SELECTION PROCESS AND TIMELINE (Linda Culp, SANDAG) (pp. 73-82)

APPROVE

Per the Board of Directors’ request, staff has revised a proposed process and

timeline for selecting a member agency to serve as the LOSSAN Managing Agency, pending the outcome of SB 1225. This proposal has been reviewed by a staff working group and the CEOs. The Board is asked to approve the process and timeline for selection and the Request for Proposals.

REMAINING REPORTS

+8. AMTRAK PRICING OVERVIEW (Sheryl Richards, Amtrak) (pp. 83-90) INFORMATION Related to the continuing discussions on corridor passenger rail trends, it is

important to understand the current intercity passenger rail fare pricing structure and its influence on these trends. Amtrak pricing and revenue staff will present an overview of Amtrak’s pricing strategies and fare structures, including an overview of the revenue management system.

9. BOARD MEMBER UPDATES INFORMATION

10. NEXT MEETING INFORMATION

The next Board of Directors meeting will be Monday, September 17, 2012,

in Los Angeles, beginning at 12:30 p.m.

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County Members Alternates San Diego: Chris Orlando Jerome Stocks 2 votes Council Member, Deputy Mayor, City of San Marcos City of Encinitas Chair, Member, North County Transit District North County Transit District Julianne Nygaard Advisory Representative, North County Transit District Jerry Rindone Harry Mathis Member, Chair, San Diego County Board of Education Metropolitan Transit System Representative, Member, San Diego Metropolitan Transit System San Diego Metropolitan Transit System Joe Kellejian (Chair) Mayor, City of Solana Beach Representative, San Diego Association of Governments Caltrans: Bill Bronte 1 vote Chief, Division of Rail California Department of Transportation Ex-Officio Members:

Amtrak Jonathan Hutchison Amtrak California High- Speed Rail Authority

Vacant California High-Speed Rail Authority

Riverside County Transportation Commission

Greg Pettis Council Member, City of Cathedral City

Karen Spiegel Council Member, City of Corona

Member, Member, Riverside County Transportation

Commission Riverside County Transportation

Commission Southern California Paul Glaab Association of Mayor Pro Tem, Governments City of Laguna Niguel Member, Southern California Association of

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Los Angeles – San Diego – San Luis Obispo (LOSSAN) Rail Corridor Agency

JOINT POWERS BOARD

7

August 30, 2012

AGENDA ITEM NO.: 3Action Requested: APPROVE

JULY 16, 2012, MEETING MINUTES File Number 3400600 The LOSSAN Rail Corridor Agency Joint Powers Board met on July 16, 2012, in Los Angeles. In attendance were: Joe Kellejian, SANDAG, Chair Jerry Amante, OCTA Diane DuBois, Metro Chris Orlando, NCTD Jerry Rindone, SDMTS Helene Schneider, SBCAG (via telephone) Fred Strong, SLOCOG Bill Bronte, Caltrans

Greg Pettis, RCTC Jonathan Hutchison, Amtrak CEOs/Staff: Will Kempton, OCTA Linda Culp, LOSSAN Staff Tim McNulty, General Counsel

CHAIR’S REPORT Chair Kellejian (SANDAG) welcomed everyone. PUBLIC COMMENT/COMMUNICATIONS There were no public comments. JUNE 18, 2012, MEETING MINUTES Vice Chair Bacharach (Metro) was not in attendance but provided some written comments on the minutes which were distributed to the Board of Directors. The June 18, 2012, meeting minutes were approved with the proposed changes. FEDERAL LEGISLATIVE UPDATE The federal legislative update was received on consent.

8

STATUS OF SENATE BILL 1225 Will Kempton (OCTA) led the discussion on the progress of Senate Bill 1225 (SB 1225). Since the previous meeting, there have been hearings in the Assembly Transportation and Local Government Committees. Both committees passed SB 1225 unanimously; the bill has now passed through the Senate and two Assembly policy committees with no opposing votes. The bill is now scheduled for the Assembly Appropriations Committee in August. SB 1225 must pass out of this fiscal committee by August 17, 2012, before going to a vote on the Assembly floor. The recent amendments to SB 1225 include the funding commitment being changed from a five-year period back to a three-year period. Another change was restoring the permissiveness language to the bill, which was viewed positively. Chair Kellejian asked if initially a five-year funding commitment was preferred. Mr. Kempton confirmed that five years was preferred but was amended for consistency with the previously adopted Senate Bill 457 and the San Joaquin corridor’s legislation (Assembly Bill 1779). Board Member DuBois (Metro) asked if LOSSAN has provided a position of support. Mr. Kempton confirmed. Board Member Orlando (NCTD) noted that the NCTD Board has taken an “oppose unless amended” position on SB 1225. As a result, NCTD has been working with Senator Padilla’s staff on specific language. NCTD will be writing a letter to Senator Padilla to express its concerns. Mr. Kempton suggested that a letter to Senator Padilla should have language that is supportive of the overall effort. Board Member Rindone agreed with NCTD’s message. REVISED DRAFT AMENDED JOINT EXERCISE OF POWERS AGREEMENT AND BYLAWS Linda Bohlinger (HNTB) presented the revised draft amended joint powers agreement (JPA) and bylaws highlighting six key changes that have been made since the last meeting, which include further clarification of the Managing Director duties, refinement of the LOSSAN regions, clarification of the commuter rail operations section, and other minor edits. The staff working group and LOSSAN Corridor CEOs concur with these changes. Ms. Bohlinger addressed Vice Chair Bacharach’s written questions. L.A. Metro was used in Section 4.10 as a placeholder until a Managing Agency is named. A reference to the Southern California Regional Rail Authority (SCRRA) in Article 1 of the bylaws should be removed. Section G of the bylaws in reference to removal of officers should be by majority vote of the Governing Board. Section H.6.k will be clarified and Section H.6.q.2 will be amended to be gender-neutral. Board Member Orlando asked about Section 15 of the JPA in reference to cost-sharing formulas and whether this formula should be subject to a supermajority vote as identified in Section 17.2. Ms. Bohlinger said that the cost-sharing requirements would be part of the budget approval process, which does require a supermajority vote. Mr. Kempton noted that the existing LOSSAN structure already has a cost-sharing provision. Linda Culp (SANDAG) noted that two formulas exist. One is for member agency support for SANDAG administrative functions, which is defined as equal shares per vote on the Board. For the LOSSAN Strategic Implementation Plan, a new cost-sharing formula was developed based on overall corridor ridership. Mr. Kempton noted that the CEOs are aware this is an outstanding issue. Chair Kellejian noted that SANDAG has always paid the San Diego share for LOSSAN. Ms. Bohlinger said that HNTB will continue to work with the CEOs and staff working group to come up with revised language for the Board’s next meeting.

9

Board Member Schneider (SBCAG) asked about clarification between the responsibilities of the Managing Director and the responsibilities of the Managing Agency in Section 7. Ms. Bohlinger noted that revised language would be drafted to clarify this provision in the next iteration. Board Member DuBois (Metro) referred back to Section 10 of the JPA regarding the liability of agencies, officers, and employees, and asked for an analysis by Metro legal staff. MANAGING AGENCY PROPOSED SELECTION PROCESS AND TIMELINE Ms. Culp outlined the proposed process and timeline for selecting the Managing Agency, including a Request for Proposals (RFP). The proposed schedule calls for the Board of Directors to make a decision in November. Board Member Rindone asked when the Managing Agency would start. Ms. Culp explained that the proposed start date could be as early as January 1, 2013. Board Member DuBois suggested that we reach out beyond members of the JPA to include other agencies that have expertise in train operations. Mr. Kempton mentioned that SB 1225 calls on the Managing Director to have certain rail operations expertise. Ms. Bohlinger discussed the proposed organizational chart, which includes reporting relationships that are slightly different than the Capitol Corridor. Board Member DuBois suggested that shared positions should report to the Managing Agency. Board Member Strong (SLOCOG) used a current example of the LOSSAN legal counsel as a shared position. There is one employee with two job responsibilities and two supervisors. Board Member Amante (OCTA) added that legal counsels typically have shared responsibilities and they know which responsibilities are separate. Ms. Culp explained the two time periods discussed in the RFP, including an initial start-up period beginning January 2013 and the initial three-year period operating under the Interagency Transfer Agreement (ITA). She also discussed the issue of start-up costs and whether they will be shared between member agencies or absorbed by the selected managing agency. The CEOs plan to discuss this issue at their next meeting. Ms. Culp added that SANDAG will not be submitting a proposal and will continue to provide staff support in this process. Ms. Culp outlined the proposed evaluation criteria and criteria weighting that will be used to evaluate proposals for the managing agency. Chair Kellejian offered support for the proposed criteria and scoring as proposed. Board Member Rindone suggested referring the criteria to the CEOs for their recommendation. There also is a need for clarification on how points are earned among the different measures. Ms. Culp said that the criteria will be clarified, reviewed by the CEOs, and brought back to the Board at a future meeting. Board Member Schneider suggested adding clarity to the scope of work to include language on the selection process of the Managing Director. Board Member Rindone announced that MTS is considering submitting a proposal for the managing agency. LOSSAN CORRIDORWIDE JOINT TIMETABLE Danny Veeh (SANDAG) presented the draft LOSSAN corridorwide joint timetable. NCTD provided the lead design work on the joint timetable and it has been through a number of revisions based on comments from the LOSSAN Technical Advisory Committee (TAC) and joint agency marketing group. Due to significant logistical issues and high costs with a printed timetable, efforts shifted to produce an electronic timetable that could be downloaded and printed at home by the public on

10

the websites of each operator. The size was specifically designed to fit on legal-size paper but it is still legible on letter-size paper. Mr. Veeh summarized the features of the joint timetable pointing to the unique color for each rail service, the red arrows that show connecting trains, and the list of local transit connections at each LOSSAN station. Staff will continue to finalize the draft timetable and expect to have it completed within a couple weeks. Many board members offered praise for the staff that has developed the joint timetable. Chair Kellejian especially thanked NCTD staff for leading the effort. There were several comments on the train information listed on page two of the timetable. Board Member Hutchison (Amtrak) said a small group of timetable experts from each operator will be meeting later this week. STRATEGIES REGARDING RECENT PACIFIC SURFLINER CORRIDOR TRENDS Mr. Veeh discussed the three main causes of ridership decline on the Pacific Surfliner as residual effects from track work-related service disruptions, a drop in Rail2Rail passengers, and pricing actions due to the elimination of off-peak fares. As directed by the LOSSAN Board of Directors, the TAC and joint agency marketing group discussed potential recommendations that could be made to Caltrans to reverse the declining ridership trend. Mr. Veeh explained that Caltrans and Amtrak have expressed concerns over the ridership drop but also acknowledged that revenue has remained positive. Along with ridership, revenue generation is an important aspect the state’s intercity rail program, especially considering the increased funding the state will have to commit with Section 209. If revenue falls short of budget projections, there is a possibility of service cuts. Caltrans also mentioned that traditional marketing efforts could exacerbate the problem of overcrowding on peak-period trains. Staff has requested ridership by train to document which trains are at capacity. Mr. Veeh explained the pros, cons, and follow-up actions, including an all-reserved revenue management fare system, lower fares for off-peak trains, promotions and discounts, and increased public awareness and partnerships. Board Member Bronte (Caltrans) explained the ridership should always be looked at with revenue. Ridership numbers in 2011 were the second-highest ever, so it is difficult to compare this year to last year. Fuel prices are lower this year than they were last year, which is another factor in ridership change. Ridership is important but we need to meet budget requirements. Jay Fountain (Amtrak) stated that the concerns for ridership numbers have not gone unnoticed. The second-busiest time of year for the Pacific Surfliner is during the Del Mar racing season. Amtrak is experimenting with enhanced service with a second business-class car and café/lounge car in anticipation of the racing season. However, there is a proposed track work window which will prohibit train service south of Oceanside during the first weekend in August, which is the peak racing season. An estimate shows that Amtrak carries 15 percent of race attendees. It is possible to do bus bridges from Oceanside but the buses will need to fight traffic on Interstate 5. Board Member Orlando acknowledged that NCTD is aware of this issue and suggested an off-line discussion with NCTD and Amtrak. Chair Kellejian mentioned that there are issues on both sides with the added cost to keep construction crews on standby, and the loss of ridership and revenue to Amtrak. Bridget Hennessey (NCTD) added that NCTD is working on solutions to the construction schedule by laying out absolute work windows one year in advance.

11

Board Member Rindone thanked the TAC for its work on these ridership issues. He mentioned that Europe has an all-reserved system and we want to be able to add service when needed with the ultimate goal of increasing farebox recovery. UPDATE ON THE STATEWIDE INTERCITY RAIL CAR PROCUREMENT Board Member Bronte provided an update on the implementation of Passenger Rail Investment and Improvement Act (PRIIA) Section 305, which sets a national equipment standard for intercity rail rolling stock. The bi-level equipment is specifically designed for state-supported corridors that are less than 750 miles in length. The national standardized rolling stock committee set specifications for single-level cars, bi-level cars, and locomotives. Caltrans received $160 million in federal rail capital funds for rolling stock, and a coalition of Midwest states received $841 million for rolling stock and capital improvements. Ultimately, California will receive 42 cars for the three state-supported corridors. Caltrans is lead agency on the rail car and locomotive procurement. The RFP was released in April and Caltrans received a lot of interest from the industry. A contract is expected to be awarded in October 2012. Amtrak is also considering a similar nationwide procurement for bi-level cars, which will help establish a strong interest. The locomotive procurement is separate. The new tier 4 125 mph locomotives will be the cleanest operating diesel engines in existence. Six locomotives are slated for California. The locomotives have an aggressive schedule with an expected Notice to Proceed in January 2013. The requirements for both procurements include Buy America, standardization, greening of the fleet, higher safety standards, and increased speed. BOARD MEMBER UPDATES There were no board member updates. NEXT MEETING The next LOSSAN Board of Directors meeting is scheduled for Thursday, August 30, 2012, in San Luis Obispo. The meeting will include a joint meeting with the Coast Rail Coordinating Council.

Key Staff Contact: Danny Veeh, (619) 699-7317, Danny.Veeh@sandag.org

Los Angeles – San Diego – San Luis Obispo (LOSSAN) Rail Corridor Agency

JOINT POWERS BOARD

12

August 30, 2012

AGENDA ITEM NO.: 4Action Requested: INFORMATION

CORRIDOR TRENDS File Number 3400600 Introduction This report includes statistics that measure ridership, revenue, on time performance (OTP), and Customer Satisfaction Index (CSI) for the passenger rail services on the LOSSAN Corridor, including the Pacific Surfliner, Coast Starlight, Metrolink, and COASTER. The Capitol Corridor, San Joaquin, and Amtrak overall figures are included for comparison purposes. Surfliner Express Amtrak and Caltrans launched the Pacific Surfliner Express Service on February 15, 2011, converting Train 565 between San Diego and Los Angeles to an express train with intermediate stops at Solana Beach, Oceanside, Irvine, and Anaheim. In July 2012, the Surfliner Express ridership was 29 percent lower than July 2012 but ridership has had a slight increase compared to May and June with an average of 201 passengers per train. OTP was the lowest recorded for the Surfliner express with 47.6 percent in July. The low OTP is consistent with the total Pacific Surfliner OTP and Metrolink Orange County Line OTP due to the BNSF Railway tie replacement track work between Los Angeles and Fullerton.

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13

Ridership When compared to the previous year, the Pacific Surfliner has experienced declining ridership in nine of the last ten months, including a 5.0 percent decrease in July. As mentioned in previous reports, the drop in ridership in late 2011 and early 2012 was caused by an extraordinary amount of track work and the corresponding service disruptions along the corridor, the elimination of off-peak fares beginning in fall 2011, and a significant drop in Rail2Rail passengers. Starting in June 2012, the pricing actions will no longer have an effect on ridership trends since the peak fares have been in place for a full year. The Coast Starlight ridership has improved for ten consecutive months relative to the previous year with an increase of 11.4 percent in July. The Capital Corridor for the first time in over two years had a decline in ridership for the past two months with a 3.1 percent decline in July. The San Joaquin experienced a slight positive ridership growth with a 0.8 percent increase in July. Nationwide Amtrak ridership had a slight positive growth in ridership with a 0.8 percent increase in July 2012. For the commuter rail services on the LOSSAN corridor, the COASTER experienced more than a full year of substantial double-digit increases in ridership from March 2011 through March 2012. This year to year growth has leveled level off and declined by 2.7 percent in July. The July Metrolink ridership was up 7.1 percent. Metrolink has not had a drop in ridership in over a year. One of the main factors in Metrolink ridership growth is the additional midday and weekend services that were added in July.

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Revenue Despite the downward trend in ridership over the past ten months, the Pacific Surfliner was able to maintain positive increases in revenue until July 2012. In July, the Surfliner revenue was 4.9 percent less than July last year. July 2012 is the first month since November 2009 that the Pacific Surfliner has had a loss in ridership. Caltrans Division of rail is investigating the reasons for the declining revenues on the Pacific Surfliner. Revenue on the Capitol Corridor was up 1.7 percent in July while the San Joaquin was up 2.4 percent. The Coast Starlight recorded an increase in revenue with a 2.6 percent gain. Echoing the Pacific Surfliner Amtrak Nationwide had a decline in ridership of 2.1 percent which marks the first monthly downturn in revenue since October 2009.

OTP The overall Pacific Surfliner OTP was down significantly to 58.3 percent in July with LOSSAN south at 52.6 percent OTP while LOSSAN north was 78.1 percent in July. The low OTP on LOSSAN South is clearly a result of the BNSF Railway tie replacement program between Los Angeles and Fullerton. This track work was initiated at the request of Amtrak and Metrolink in order to improve ride quality and eliminate slow orders. The higher OTP on LOSSAN north may be a result of the completion of the tie replacement program that took place in January and February. A request by Amtrak and Caltrans for Union Pacific Railroad to alter dispatching procedures for meets may also have improved performance. The Coast Starlight OTP was 67.7 percent.

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18

The COASTER OTP remained high at 97.4 percent in July. Metrolink OTP was down for the second month with 92.9 percent OTP for all lines in July. The Ventura County Line OTP was 97.4 percent in July while the Orange County Line OTP suffered from the Los Angeles to Fullerton track was with an 83.9 percent in July. As discussed in previous meetings, the methodologies between calculating OTP for intercity and commuter services are different. Commuter trains are considered late if they are six or more minutes late to the terminal location. Pacific Surfliner trains are considered late if they arrive 10 or more minutes after their scheduled time for trains operating between Goleta and San Diego, and 20 or more minutes after their scheduled time for trains operating between San Luis Obispo and San Diego. There also are different assumptions as to whether annulled trains are included in OTP calculations.

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On‐Time Performance of Corridor Passenger Rail Services

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CSI The Pacific Surfliner maintained a high average CSI with an average score of 91 for June 2012. The lowest scores on the Surfliner were related to restroom odor and variety of food in the café car. Amtrak initiated a window replacement project to replace the scratched dirty windows with glass windows. The window replacement project should be fully complete this summer but the CSI scores are already improving. Over the past 3 months the CSI on Wi-Fi has been reported with average scores on ease of accessing Wi-Fi but lower scores on Wi-Fi speeds. The Coast Starlight average CSI was 85. The Capitol Corridor had an average score of 93 in June. The San Joaquin received a 93. The nationwide Amtrak average was 86. The July CSI will not be available until the next meeting. Attachment 1 is the Pacific Surfliner CSI summary sheet for June 2012.

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Surfliner North Surfliner South Ventura County Line Orange County Line

20

Attachment: 1. Pacific Surfliner CSI Summary Sheet – June 2012

Key Staff Contact: Danny Veeh, (619) 699-7317, Danny.Veeh@sandag.org

75

80

85

90

95

100Surfliner Coast Starlight Capitol Corridor San Joaquins All Amtrak

CSI A

verage

 Score

Amtrak Overall Customer Satisfaction Index (CSI)

Jan‐12 Feb‐12 Mar‐12 Apr‐12 May‐12 Jun‐12

Paci

fic S

urfli

ner

FY12

Cus

tom

er S

atis

fact

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es (w

ith c

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)

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21

Att

ach

men

t 1

Los Angeles – San Diego – San Luis Obispo (LOSSAN) Rail Corridor Agency

JOINT POWERS BOARD

22

August 30, 2012

AGENDA ITEM NO.: 5Action Requested: DISCUSSION/POSSIBLE ACTION

STATUS OF SENATE BILL 1225 File Number 3400600

Introduction Senate Bill 1225 (SB 1225), which authorizes the LOSSAN Joint Powers Authority to assume management of the intercity passenger rail service in the corridor, continues to move through the state legislative process. On August 16, 2012, the Assembly Appropriations Committee heard the bill and passed it to the Assembly Floor on a 12-5 vote. A few amendments were made by the Committee related to a three-year funding plan beginning in 2014, a change from 2012 which was specified in previous versions (Attachment 1). On August 6, 2012, the Department of Finance issued an oppose position on the bill, citing that transportation coordination would be more difficult with a local authority and the high-speed rail project could potentially experience cost increases due to this increased complexity. Also on August 16, 2012, the Business, Transportation and Housing Agency (BT&H) issued a number of proposed amendments that have been reviewed by member agency staffs. The key items on this list include: (1) allowing additional time for the Interagency Transfer Agreement (ITA) and requiring that it be negotiated between July 2014 and July 2015, (2) ensuring consistency with the high-speed rail project, and (3) consistency between SB 1225, AB 1779 (San Joaquin bill), and SB 457 (from 1997). Of note is the proposal to guarantee both a level of service and state funding for the three-year initial term period at 2014 levels. Tying funding and level of service has been a key concern of the LOSSAN Board and member agencies and, by setting this at 2014, provides the State time to determine funding levels under PRIIA Section 209. As of August 21, 2012, any amendments to SB 1225 need to be approved on the Assembly Floor and the State Senate needs to concur with the current version of the bill by August 31, 2012. Staff anticipates these actions to take place the week of August 27 and will provide an update at the Board meeting. Discussion The LOSSAN Member Agency Interagency Memorandum of Understanding (MOU) approved in 2009 intends to collectively work towards improvements in the LOSSAN Corridor through enhanced and increased service, better coordination and integration of passenger rail operations, and deciding on the appropriate institutional and organizational structure for the future success of the corridor.

23

Since that time, the Board has approved moving forward with legislation authorizing a local authority to manage the Pacific Surfliner intercity passenger rail service. At its January 25, 2012, meeting, the Board directed staff to submit a spot bill to the state’s Legislative Counsel for review by their January 27, 2012, deadline and to introduce the bill into the current Legislative session by the February 24, 2012, deadline. On February 23, 2012, Senator Alex Padilla (D-20th, Pacoima) introduced Senate Bill 1225 (SB 1225) as the spot bill. At its March 30, 2012, meeting, the Board unanimously approved detailed language and directed staff to work with Senator Padilla on amending SB 1225. Legislation The following are key dates for the 2012 Legislative Calendar: January 27, 2012 Last day to submit bill requests to the Office of Legislative Counsel

February 24, 2012 Last day for bills to be introduced

April 27, 2012 Last day for policy committees to hear and report to fiscal committees fiscal bills introduced in their house

May 11, 2012 Last day for policy committees to hear and report to the floor non-fiscal bills introduced in their house

May 25, 2012 Last day for fiscal committees to hear and report to the floor bills introduced in their house

June 1, 2012 Last day for bills to be passed out of the house of origin

July 6, 2012 Last day for bills to be passed out of the opposite house policy committee

July 8 - August 6, 2012 Summer recess

August 17, 2012 Last day for bills to be passed out of the opposite house fiscal committee

August 24, 2012 Last day to amend bills on the floor

August 31, 2012 Last day for each house to pass bills

September 30, 2012 Last day for Governor to sign or veto bills passed by Legislature before September 1, 2012

Attachment: 1. SB 1225 as amended August 20, 2012

AMENDED IN ASSEMBLY AUGUST 20, 2012

AMENDED IN ASSEMBLY AUGUST 6, 2012

AMENDED IN ASSEMBLY JUNE 27, 2012

AMENDED IN SENATE MAY 29, 2012

AMENDED IN SENATE MAY 1, 2012

AMENDED IN SENATE APRIL 9, 2012

SENATE BILL No. 1225

123

Introduced by Senator Padilla(Coauthor: Senator Correa)

(Coauthors: Assembly Members Davis, Galgiani, and Williams)

February 23, 2012

1 2 3 4 

An act to add Sections 14031.9, 14070.3, 14070.5, and 14070.7 to,and to repeal and add Article 5.2 (commencing with Section 14072) ofChapter 1 of Part 5 of Division 3 of Title 2 of, the Government Code,relating to transportation.

legislative counsel’s digest

SB 1225, as amended, Padilla. Intercity rail agreements.Existing law authorizes the Department of Transportation to contract

with Amtrak for intercity passenger rail services and provides fundingfor these services from the Public Transportation Account. Existinglaw, until December 31, 1996, authorized the department, subject toapproval of the Secretary of the Business, Transportation and HousingAgency, to enter into an interagency transfer agreement under which ajoint powers board assumes responsibility for administering thestate-funded intercity rail service in a particular corridor. Existing law,

93

Attachment 1

24

with respect to a transferred corridor, requires the board to demonstratethe ability to meet performance standards established by the secretary.

This bill would authorize the department, with the approval of thesecretary, to enter into an additional interagency transfer agreementwith respect to the LOSSAN Corridor, defined to mean the intercitypassenger rail corridor between San Diego, Los Angeles, and San LuisObispo, if the LOSSAN Agency, an existing joint powers agency, isreconstituted through an amended joint powers agreement approved bythe governing boards of its members to enable that agency to enter intoan interagency transfer agreement with the secretary relative to theLOSSAN Corridor.

This bill would require an interagency transfer agreement for theLOSSAN Corridor to cover the initial 3-year period after the transfer.The bill would require a transfer agreement, as provided above, to beentered into by June 30, 2014, subject to negotiation and approval bythe state and the LOSSAN Corridor Joint Powers Agency.

Existing law requires the level of service to be funded by the statepursuant to a transfer agreement to not be less than the current numberof intercity round trips operated in a corridor and serving the sameendpoints.

This bill would require the service funded by the state in the LOSSANCorridor to be at an appropriate level as determined in the interagencytransfer agreement, and would require the level of funding provided bythe state pursuant to a transfer agreement for the LOSSAN Corridor tonot be less than the funding level provided in the 2012–13 fiscal yearoperating contract between the department and Amtrak for intercitypassenger rail service in the corridor to be maintained at a level atleast equal to the current level of service provided in the corridor asof January 1, 2014, for not less than a 3-year period.

Existing law provides for the allocation of state funds by the secretaryto a joint powers board under an interagency transfer agreement basedon the annual business plan for the intercity rail corridor and subsequentappropriation of state funds. Existing law states that the interagencytransfer agreement may provide that any additional funds required tooperate the passenger rail service during a fiscal year shall be providedby the joint powers board from jurisdictions that receive service.

This bill, with respect to the LOSSAN Corridor, would instead providethat those funds may be provided by the board. The bill, with regard tothat corridor, would provide that local resources shall not be availableto offset any redirection, elimination, reduction, or reclassification by

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— 2 —SB 1225

25

the state of state resources for operating intercity rail services. Inaddition, with regard to that corridor, the bill would require thepassenger rail equipment used for intercity passenger rail services tobe the same type of equipment used on other state-funded intercitypassenger rail services. The bill would prohibit termination of feederbus services connecting the LOSSAN and San Joaquin Corridors exceptfor specified reasons.

This bill would authorize the secretary to adopt new performancestandards by December 31, 2014, for intercity rail services in theLOSSAN Corridor.

This bill would repeal now-obsolete provisions authorizing theSouthern California Regional Rail Authority to be a party to aninteragency transfer agreement for intercity rail services in specifiedcounties.

Vote: majority. Appropriation: no. Fiscal committee: yes.

State-mandated local program: no.

The people of the State of California do enact as follows:

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SECTION 1. This act shall be known and may be cited as theIntercity Passenger Rail Act of 2012.

SEC. 2. (a)  The Legislature finds and declares all of thefollowing:

(1)  An intercity passenger rail system, linking major urbancenters and complemented by feeder bus services that provideaccess to outlying areas and destinations, is an important elementof the state’s transportation system, and shall remain a state-fundedprogram.

(2)  The state has a continuing interest in the provision ofcost-effective intercity passenger rail services and has aresponsibility to coordinate intercity passenger rail servicesstatewide. Some state function needs to be sustained even if theresponsibility for the current operations on intercity rail passengerrail routes is transferred.

(3)  Since 1976, the state has invested over one billion eighthundred million dollars ($1,800,000,000) in capital improvementsand operating support for intercity passenger rail service and mustensure the protection of that investment.

(b)  The Legislature, through the enactment of this act, intendsall of the following:

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SB 1225— 3 —

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101112131415161718192021222324252627282930313233343536373839

(1)  The Secretary of Business, Transportation and Housing tobe responsible for the overall planning, coordination, and budgetingof the intercity passenger rail service consistent with this act.

(2)  If the secretary determines that transferring responsibilityfor intercity passenger rail service in a particular corridor orcorridors to a statutorily created joint powers agency would resultin administrative or operating cost reductions, the secretary mayauthorize the Department of Transportation to enter into aninteragency transfer agreement to effect a transfer of thoseadministrative functions, consistent with this act.

(3)  Any intercity passenger rail corridor for which administrativeresponsibility has been transferred to a joint powers board throughan interagency transfer agreement to remain a component of thestatewide system of intercity passenger rail corridors.

(4)  The public interest requires expansion of the state intercitypassenger rail program in order to keep pace with the needs of anexpanding population.

(5)  For not less than a three-year period, the level of statefunding for intercity rail service in each corridor should bemaintained at a level equal to at least the current level of servicein the corridor, thus providing fiscal stability that will allowappropriate planning and operation of these services.

(6)  It is in the public interest to ensure fiscal accountability thatthe intercity passenger rail service operating in the LOSSANCorridor maintain a ratio of fare revenue to operating cost of noless than 58 percent.

(7)  It is in the public interest that the LOSSAN Corridor JointPowers Agency retain an individual to manage the contract withthe state who has previous experience operating or managingintercity or commuter passenger rail services.

SEC. 3. Section 14031.9 is added to the Government Code, toread:

14031.9. (a)  (1)  This section shall apply only to the SanDiego-Los Angeles-San Luis Obispo (LOSSAN) Corridor, andonly if that corridor is the subject of an interagency transferagreement. Section 14031.8 shall not apply to that corridor exceptas specifically provided.

(2)  The Secretary of Business, Transportation and Housing shallestablish, through an annual budget process, the level of state

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— 4 —SB 1225

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10111213141516171819202122232425262728293031323334353637383940

funding available for the operation of intercity passenger railservice in the LOSSAN Corridor.

(b)  Where applicable, operating funds shall be allocated by thesecretary to the LOSSAN Corridor Joint Powers Agency inaccordance with the interagency transfer agreement that includesmutually agreed-upon rail services. Funds for the administrationand marketing of services, as appropriate, shall also be transferredby the secretary to the LOSSAN Corridor Joint Powers Agency,subject to the terms of the interagency transfer agreement.

(c)  The LOSSAN Corridor Joint Powers Agency or regionalagencies may, but shall not be required to, augment state-providedresources to expand intercity passenger rail services using localresources, or to address funding shortfalls in achieving agreed-uponperformance standards.

(d)  The department may provide any support services as maybe mutually agreed upon by the board and the department.

(e)  Operating costs shall be controlled by dealing with, at aminimum, the Amtrak cost allocation formula and the ability tocontract out to Amtrak or other rail operators as a part of federallegislation dealing with Amtrak reauthorization.

(f)  The performance standards adopted pursuant to subdivision(f) of Section 14031.8 shall apply to the LOSSAN Corridor to theextent it is among the corridors subject to an interagency transferagreement. To the extent necessary, as determined by the secretary,performance standards may be modified not later than December31, 2014, relative to the LOSSAN Corridor to the extent it is amongthe corridors subject to an interagency transfer agreement.

(g)  Notwithstanding any other provision of this section, localresources described in subdivision (c) shall not be available forexpenditure to offset any redirection, elimination, reduction, orreclassification by the state of state resources for operating intercitypassenger rail services as identified in subdivision (b).

SEC. 4. Section 14070.3 is added to the Government Code, toread:

14070.3. (a)  If authorized by the secretary, the departmentmay, through an interagency transfer agreement, transfer to theLOSSAN Corridor Joint Powers Agency, and that agency mayassume, all responsibility for administering state-funded intercitypassenger rail service in the San Diego-Los Angeles-San LuisObispo (LOSSAN) Corridor. Upon the date specified in the

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SB 1225— 5 —

28

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101112131415161718192021222324252627282930313233343536373839

agreement, the LOSSAN Corridor Joint Powers Agency shallsucceed to the department’s powers and duties relative to thatservice, except that the department shall retain responsibility fordeveloping budget requests for the service through the state budgetprocess, which shall be developed in consultation with that agency,and for coordinating service in the corridor with other intercitypassenger rail services in the state.

(b)  With respect to the LOSSAN Corridor, an interagencytransfer agreement pursuant to subdivision (a) shall be entered intoon or before June 30, 2014, subject to negotiation and approvalby the state and the LOSSAN Corridor Joint Powers Agency.

(c)  The secretary shall require the LOSSAN Corridor JointPowers Agency to demonstrate the ability to meet the performancestandards established by the secretary pursuant to subdivision (f)of Section 14031.8 or subdivision (f) of Section 14031.9, whicheveris applicable.

(d)  Section 14070.2 shall not apply to the LOSSAN Corridor.SEC. 5. Section 14070.5 is added to the Government Code, to

read:14070.5. (a)  An interagency transfer agreement between the

department and the LOSSAN Corridor Joint Powers Agency, whenapproved by the secretary, shall do all of the following:

(1)  Specify the date and conditions for the transfer ofresponsibilities and identify the annual level of funding and ensurethat the level of funding is consistent with and sufficient for theplanned service improvements within the LOSSAN Corridor. Theinteragency transfer agreement shall cover the initial three-yearperiod after the transfer, but may be extended thereafter by mutualagreement.

(2)  Identify, for the initial year and subsequent years, the fundsto be transferred to the agency including state operating subsidiesmade available for intercity rail services in the corridor, and fundscurrently used by the department for administration and marketingof the corridor, with the amounts adjusted annually for inflationand in accordance with the business plan.

(3)  Specify the level of service to be provided, the respectiveresponsibilities of the agency and the department, the methods thatthe department will use to ensure the coordination of services withother rail passenger services in the state, and the methods that the

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— 6 —SB 1225

29

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10111213141516171819202122232425262728293031323334353637383940

department will use for the annual review of the business plan andannual proposals on funding and appropriations.

(4)  Describe the terms for transferring to the LOSSAN CorridorJoint Powers Agency car and locomotive train sets, and otherequipment and property owned by the department and requiredfor intercity passenger rail service in the LOSSAN Corridor,including, but not limited to, the number of units to be provided,liability coverage, maintenance and warranty responsibilities, andindemnification issues.

(5)  Describe auditing responsibilities and process requirements,reimbursement and billing procedures, the responsibility forfunding shortfalls, if any, during the course of each fiscal year, anoperating contract oversight review process, performance standardsand reporting procedures, the level of rail infrastructuremaintenance, and other relevant monitoring procedures. Thedescription shall contain an evaluation of the impact of any transferof equipment on other intercity corridors. The agreement shallendeavor to minimize the impact and maximize the efficient useof the equipment, including continued joint use of equipment thatis currently shared by one or more corridors.

(b)  Use of the annual state funding allocation, as set forth in theinteragency transfer agreement, shall be described in an annualbusiness plan submitted by the LOSSAN Corridor Joint PowersAgency to the secretary for review and recommendation by April1 of each year. The business plan, when approved by the secretary,shall be deemed accepted by the state. The budget proposaldeveloped by the department for the subsequent year shall be basedupon the business plan approved by the secretary. The businessplan shall be consistent with the interagency transfer agreement,and shall include a report on the recent as well as historicalperformance of the corridor service, an overall operating planincluding proposed service enhancements to increase ridershipand provide for increased traveler demands in the corridor for theupcoming year, short-term and long-term capital improvementprograms, funding requirements for the upcoming fiscal year, andan action plan with specific performance goals and objectives. Thebusiness plan shall document service improvements to provide theplanned level of service, inclusion of operating plans to serve peakperiod work trips, and consideration of other service expansionsand enhancements. The initial business plan shall be consistent

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SB 1225— 7 —

30

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with the immediately previous State Rail Plan developed by thedepartment pursuant to Section 14036. The business plan shallclearly delineate how funding and accounting for state-sponsoredintercity passenger rail services shall be separate from locallysponsored services in the corridor. Proposals to expand or modifyintercity passenger rail services shall be accompanied by theidentification of all associated costs and ridership projections. Thebusiness plan shall establish, among other things: fares, operatingstrategies, capital improvements needed, and marketing andoperational strategies designed to meet performance standardsestablished in the interagency transfer agreement.

(c)  Based on the annual business plan and the subsequentappropriation by the Legislature the secretary shall allocate statefunds on an annual basis to the LOSSAN Corridor Joint PowersAgency. As provided in the interagency transfer agreement, anyadditional funds that are needed to operate the passenger railservice during a fiscal year may be provided by the LOSSANCorridor Joint Powers Agency from jurisdictions that receiveservice. In addition, the LOSSAN Corridor Joint Powers Agencymay use any cost savings or farebox revenues to provide serviceimprovements related to intercity service. In any event, the agencyshall report the fiscal results of the previous year’s operations aspart of the annual business plan.

(d)  (1)  The level of service funded by the state in the LOSSANCorridor shall be at an appropriate level as determined in theinteragency transfer agreement, and the funding provided by thestate shall in no case be less than the funding level for that corridorprovided in the 2012–13 fiscal year operating contract betweenthe department and Amtrak for the corridor. Subject

(2)  For not less than a three-year period, the level of statefunding for intercity passenger rail service in the LOSSANCorridor shall be maintained at a level equal to at least the currentlevel of service provided in the corridor as of January 1, 2014.

(3)  Subject to Section 14035.2, the level of funding providedby the state in the LOSSAN Corridor shall also include funding atthe same level provided as of January 1, 2013, for feeder busservice that is operated in conjunction with the trains. However,the interagency transfer agreement shall not prohibit the LOSSANCorridor Joint Powers Agency from reducing the number of feeder

93

— 8 —SB 1225

31

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10111213141516171819202122232425262728293031323334353637383940

bus route miles if it determines that a feeder bus route is not costeffective as provided in Section 14035.2.

(e)  Feeder bus services that provide connections for intercityrail passengers from the LOSSAN Corridor to the state-supportedSan Joaquin passenger rail service shall not be terminated unlessthe bus services fail to meet the cost-effectiveness standarddescribed in paragraph (3) of subdivision (a) of Section 14035.2.

(f)  Nothing in this article shall be construed to precludeexpansion of state-approved intercity passenger rail service.

(g)  Notwithstanding any other provision of this section, localresources described in subdivision (c) shall not be available forexpenditure to offset any redirection, elimination, reduction, orreclassification by the state of state resources for operating intercitypassenger rail services.

(h)  The passenger rail equipment regularly used for intercitypassenger rail service on the LOSSAN Corridor shall be the sametype of equipment regularly used on other intercity corridors fundedby the state. The purpose of this requirement is to ensure that thereis a statewide pool of common intercity passenger rail equipmentfor purposes of interoperability among the state-funded corridorsand for vehicle fleet management.

(i)  Section 14070.4 shall not apply to the LOSSAN Corridor.SEC. 6. Section 14070.7 is added to the Government Code, to

read:14070.7. The department and the LOSSAN Rail Corridor

Agency, to the extent the agency assumes administrativeresponsibility for intercity passenger rail services on the LOSSANCorridor through an interagency transfer agreement, may, througha competitive solicitation process, contract with Amtrak or withorganizations authorized by state or federal law to provide intercitypassenger rail services, and may contract with rail corporationsand other rail operators for the use of the tracks and other facilitiesand for the provision of intercity passenger rail services on termsand conditions as the parties may agree. The department is deemedto be a third-party beneficiary of the contract, and the contractshall not contain any provision or condition that would negativelyimpact on or conflict with any other contracts the department hasregarding intercity passenger rail services. The LOSSAN RailCorridor Agency, if it succeeds the department as sponsor ofstate-supported intercity passenger rail services on the LOSSAN

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101112131415161718192021222324252627282930313233343536373839

Corridor through an interagency transfer agreement, is deemed tobe an agency of the state for all purposes related to intercitypassenger rail services, including Section 5311 of Title 49 of theUnited States Code.

Section 14070.6 shall not apply to the LOSSAN Corridor.SEC. 7. Article 5.2 (commencing with Section 14072) of

Chapter 1 of Part 5 of Division 3 of Title 2 of the GovernmentCode is repealed.

SEC. 8. Article 5.2 (commencing with Section 14072) is addedto Chapter 1 of Part 5 of Division 3 of Title 2 of the GovernmentCode, to read:

Article 5.2. LOSSAN Corridor

14072. (a)  The LOSSAN Rail Corridor Agency, also knownas the LOSSAN Agency, is an existing joint powers authorityestablished to provide an organization capable of implementingthe recommendations contained in the State Rail Corridor StudyGroup’s June 1987 report entitled “Los Angeles-San Diego StateRail Corridor Study” and undertaking related efforts to improveintercity services and facilities in the corridor and to coordinatesubcorridor commuter rail services with intercity services. TheLOSSAN Agency is composed of voting members, as specifiedin the joint powers agreement.

(b)  “LOSSAN Corridor” or “LOSSAN Rail Corridor” meansthe San Diego-Los Angeles-San Luis Obispo intercity passengerrail corridor.

14072.2. This article shall be applicable only if the membersof the LOSSAN Agency enter into an amended joint powersagreement to expand the authority of the agency to permit theadministration of state-funded intercity passenger rail services onthe LOSSAN Corridor, and the LOSSAN Agency thereafter electsto become a party to an interagency transfer agreement pursuantto Article 5 (commencing with Section 14070). The amended jointpowers agreement shall establish the terms and conditions for thejoint powers agency and is subject to the approval of the governingboard of each member agency of the LOSSAN Agency. Only theLOSSAN Agency operating under the amended joint powersagreement, and not the LOSSAN Agency existing on January 1,

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2013, may exercise jurisdiction over intercity rail services on theLOSSAN Corridor under an interagency transfer agreement.

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Los Angeles – San Diego – San Luis Obispo (LOSSAN) Rail Corridor Agency

JOINT POWERS BOARD

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August 30, 2012

AGENDA ITEM NO.: 6Action Requested: REVIEW AND COMMENT

REVISED DRAFT AMENDED JOINT POWERS AGREEMENT AND BYLAWS File Number 3400600

Introduction Passage of Senate Bill 1225 will necessitate extensive changes to the LOSSAN Joint Powers Authority (JPA) governing documents as well as the development of new agreements such as the Interagency Transfer Agreement (ITA) between the state and the JPA. The member agency Chief Executive Officers (CEOs) and legislative staffs have been discussing these potential changes during several recent meetings and developed a matrix detailing the main governing documents and the major provisions to be included in each, which was reviewed by the Board at its May 21, 2012, meeting. A small working group of member agency staff (LOSSAN, NCTD, OCTA, VCTC, and SBCAG), assisted by the HNTB LOSSAN Project Management Team and SLOCOG Legal Counsel representing LOSSAN, developed an initial draft to the joint exercise of powers agreement and bylaw amendments, which were reviewed by the Board of Directors at their June 18, 2012, meeting. The Board directed staff to accept this initial round of changes and developed a second round based on Board comments, continued legal review, and continued review by the working group and CEOs. The Board also reviewed this second set of changes at its July 16, 2012, meeting. In response to Board member comments at that meeting, staff and CEOs have made further changes to both documents, which are shown in yellow highlights in Attachments 1 and 2. Recommendation The Board of Directors is asked to review and comment on the latest versions of the documents and direct staff to accept the changes to date as shown in Attachments 1 and 2, respectively. It is recommended that the Board of Directors not take final action on these documents at this time, pending the outcome of SB 1225. Discussion Overall, the latest major changes in Attachments 1 and 2 based on Board of Directors, working group, and CEO comments are: 1. Further clarification of the roles of the Managing Agency and Managing Director.

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2. Setting the voting requirements for any changes to cost-sharing formulas as a supermajority item. (Note: An additional Board comment from July 16, 2012, was to include specific language on the cost-sharing formula in Section 15.0 of the JPA document. The staff working group and CEOs discussed this and, since any cost-sharing formula would only apply to a one-time need in the start-up period, it was felt there was no need to include a specific formula in the JPA document.)

3. Minor consistency edits in both documents. Attachments: 1. Amended Joint Powers Agreement, July 27, 2012 - Draft 2. Amended Bylaws, July 24, 2012 - Draft Key Staff Contacts: Linda Bohlinger, (714) 460-1612, lbohlinger@hntb.com Linda Culp, (619) 699-6957, Linda.Culp@sandag.org

Attachment 1

2012 AMENDMENT TO THE

JOINT EXERCISE OF POWERS AGREEMENT CONCERNING THE LOS ANGELES-SAN DIEGO-SAN LUIS OBISPO CORRIDOR

RAIL AGENCY

INTERNAL WORKING DRAFT – 7/27/12

All changes based on the 7/16/12 board member comments and recommended by the LOSSAN Working Group and LOSSAN CEOs are highlighted in yellow.

INTRODUCTION

This Agreement is made and entered into in the State of California by and among the LOSSAN Agency Governing Board and the following public agencies that are parties of this Agreement: Los Angeles County Metropolitan Transportation Authority;

Orange County Transportation Authority;

Riverside County Transportation Commission

North County Transit District;

San Diego Metropolitan Transit System;

California Department of Transportation;

Southern California Association of Governments;

San Diego Association of Governments;

Ventura County Transportation Commission;

Santa Barbara County Association of Governments;

San Luis Obispo Council of Governments;

National Railroad Passenger Corporation;

California High-Speed Rail Authority;

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LOSSAN Corridor Rail Agency JPA, 2012 18

RECITALS

WHEREAS, some, but not all of the parties to this Agreement had entered into that certain joint exercise of powers agreement to establish the Los Angeles-San Diego Corridor Rail Agency (Agency), effective February 6, 1989, but desire to amend and restate such existing joint exercise of powers agreement as provided herein; and WHEREAS, the parties to this Joint Powers Agreement recognize the need for a public agency to oversee increases in the level of intercity passenger rail service in the travel corridor between San Diego, Los Angeles and San Luis Obispo, and improvements to the facilities that will ensure reduced travel times and that will aid the joint operation of freight and passenger service in the Corridor; and WHEREAS, the Los Angeles-San Diego State Rail Corridor Study Group created pursuant to Senate Bill 1095 (Chapter 1313, Statutes of 1985) analyzed the feasibility of increasing the level of intercity passenger service in the corridor and instituting commuter rail service from San Clemente to Union Station in Los Angeles and from Oceanside to San Diego; identified and recommended improvements to track and right-of-way to accommodate the higher levels of service; and recommended the creation of a joint exercise of powers agency to oversee the implementation of additional intercity rail passenger service and the necessary track improve-ments; and WHEREAS, the parties to this Agreement believe that the joint exercise of their powers will provide an organization capable of implementing the recommendations contained in both the State Rail Corridor Study Group’s June 1987 report entitled, Los Angeles-San Diego State Rail Corridor Study, and the April, 2012 LOSSAN Corridorwide Strategic Implementation Plan and undertaking related efforts to improve corridor services and facilities and coordinating sub-corridor commuter rail services; and WHEREAS, each party to this Agreement is authorized to contract with each other for the joint exercise of any common power under Article I, Chapter 5, Division 7, Title 1 of the Government Code of the State of California; and WHEREAS, rail service on the coast corridor has been extended to Ventura, Santa Barbara, and San Luis Obispo Counties; and WHEREAS, an act to amend Sections 14031.8, 14070.2, 14070.4, and 14070.6 of, and to repeal and add Article 5.2 (commencing with Section 14072) of Chapter 1 of Part 5 of Division 3 of Title 2 of, the Government Code, relating to transportation and known as the Intercity Passenger Rail Act of 2012 (SB 1225), authorized expansion of the authority of the LOSSAN Corridor Rail Agency, through an amendment to the existing Joint Exercise of Powers Agreement; and WHEREAS, SB 1225 authorizes the Agency, by June 30, 2014, to enter into an Interagency Agreement with the State of California, with an initial term (“Initial Term”) commencing with the transfer of the responsibilities for administering state-funded intercity rail passenger service

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LOSSAN Corridor Rail Agency JPA, 2012 19

in the LOSSAN Corridor from the State to the Agency, and continuing for an initial fivethree years; and WHEREAS, the Agency may contract with one of its public mMember public aAgencies, called the Managing Agency, to provide all necessary administrative support to the Agency and in order to perform its the Agency’s duties and responsibilities during the Initial Term of the Interagency Transfer Agreement; and WHEREAS, at the conclusion of the Initial Term, the Agency may, through procedures that it determines, select the Managing Agency or another existing public rail transit agency, for a subsequent fivethree year term to continue to administer the rail service under the direction of the Agency; and WHEREAS, the Managing Agency shall produce a business plan ("Business Plan") for approval by the Agency for each of the initial fivethree years of operation of the service which shall describe the methods by which the Agency will administer rail service and seek to increase ridership in the LOSSAN Corridor and which shall be updated and submitted by the Agency to the Secretary of the Business, Transportation and Housing Agency by April 1 of each year; and WHEREAS, the Agency will, through the Interagency Transfer Agreement, succeed to the State's current agreement with Amtrak for the operation of the LOSSAN Corridor Rail Service and may initiate changes in said agreement or, in the future, may, through a competitive solicitation process, contract with Amtrak, or other organizations not precluded by State or Federal law to provide passenger rail services, to operate the rail service; and WHEREAS, there are three previous amendments to this JPA, effective 2001, 2010, and 2011. NOW THEREFORE, in consideration of the recitals, the parties to this Agreement agree to the following:

1.0 DEFINITIONS

1.1 Agency means the Los Angeles-San Diego-San Luis Obispo Corridor Rail Agency.

1.2 Governing Board or Board means the Board of Directors of the Agency.

1.3 LOSSAN is the acronym for Los Angeles-San Diego-San Luis Obispo.

1.4 Voting member agencies mean Los Angeles County Metropolitan Transportation Authority, Orange County Transportation Authority, Riverside County Transportation Commission, San Diego Metropolitan Transit System, North County Transit District, San Diego Association of Governments, Ventura County Transportation Commission, Santa Barbara County Association of Governments, and San Luis Obispo Council of Governments. . Ex-officio non-voting member agency means the Southern California Association of

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LOSSAN Corridor Rail Agency JPA, 2012 20

Governments, the National Railroad Passenger Corporation (Amtrak), California High-Speed Rail Authority and the California Department of Transportation.

1.5 LOSSAN Corridor Rail Service means Pacific Surfliner intercity passenger rail service that operates on the LOSSAN Corridor, which is a 351 mile long intercity and commuter rail corridor, stretching from San Diego in the south, up the coast to Orange County, Los Angeles County, Ventura County, and Santa Barbara County to San Luis Obispo County.

1.6 Regional Transportation Planning Agency means an entity authorized to prepare a regional transportation plan pursuant to Government Code Section 65080.

1.7 Corridor City means a city adjacent to the LOSSAN Corridor right-of-way.

1.8 LOSSAN North is defined as Ventura, Santa Barbara, and San Luis Obispo Counties.

1.9 LOSSAN South is defined as Los Angeles, Orange, Riverside and San Diego Counties.

1.101.8 LOSSAN Regions are defined as North Region: Ventura County, Santa Barbara County and San Luis Obispo County; Central Region: Los Angeles County; South Region: San Diego County; South Central Region: Orange County and Riverside County.

1.111.9 Fiscal Year means from July 1 to and including the following June 30.

1.121.10 California State Rail Plan is prepared every two years by the California Department of Transportation as an examination of passenger and freight rail transportation in California, in accordance with Section 14036 of the Government Code.

1.131.11 Member Agency shall mean each of those governmental entities set forth in paragraph 1.4 and 1.5 to this Agreement that have executed this Agreement and that have not withdrawn from the Agency.

1.141.12 Business Plan shall mean the business plan to be submitted by the Agency to the Secretary of the Business, Transportation and Housing Agency covering the initial five three year term of the Agreement as mandated by Section 14070.4(b) and updated and submitted annually thereafter.

1.151.13 Interagency Transfer Agreement shall mean the agreement provided for in Section 14070.2(a) whereby the State of California will transfer all responsibility for administering the LOSSAN Corridor Rail Service to the Agency.

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LOSSAN Corridor Rail Agency JPA, 2012 21

1.161.14 Interim Workplan shall mean the workplan proposed for the period commencing with the execution of this Agreement, and ending with the current fiscal year.

1.171.15 Initial Term shall mean the period that begins with the transfer of responsibilities from the California Department of Transportation to the Agency and continues for a fivethree-year period.

1.181.16 Managing Agency shall mean ____________ for the Initial Term and thereafter, ____________or another existing public rail transit agency, consistent with the Agency’s criteria for selection of a Managing Agency.

1.191.17 Managing Director means the director of LOSSAN Agency who is an employee of the Managing Agency. The Managing Director reports to and serves at the pleasure of the Governing Board.

2.0 CREATION OF AGENCY

There is hereby created an organization to be known as the Los Angeles-San Diego-San Luis Obispo Rail Corridor Agency, hereafter “Agency”, which shall be a public entity separate and apart from any member agency. The Agency shall be governed by the terms of this Joint Powers Agreement and any Bylaws passed and adopted by its Governing Board.

3.0 PURPOSES

The specific purposes for the creation of the Agency and the exercise of common powers are as follows:

3.1 Administer and manage the operations of the LOSSAN Corridor Rail Service as part of the California Passenger Rail System.

3.2 Plan, program, and fund improvements for intercity rail passenger services and facilities in the LOSSAN Corridor, including the acquisition or leasing of right-of-way, stations and station sites; the leasing or acquisition of equipment; and related activities.

3.3 Negotiate for and accept funds to be expended for the purpose of providing and improving intercity rail passenger services and activities.

3.4 Review and comment on facility, service, and operational plans and programs of the agency or agencies operating sub-corridor commuter rail service in the LOSSAN Corridor.

3.5 Coordinate facility, service, and operational plans and programs with other organizations, providing rail passenger service in the Southern California Region or with whom the Agency may share common facilities, including the agency or

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LOSSAN Corridor Rail Agency JPA, 2012 22

agencies operating sub-corridor commuter rail service in the LOSSAN Corridor, the BNSF Railway and Union Pacific or their successor corporations, the National Railroad Passenger Corporation (Amtrak), and the California Department of Transportation and the California High Speed Rail Authority.

3.6 Advocate before local, regional, state, and federal officials and agencies for improvements to services and facilities for the corridor.

4.0 POWERS OF THE LOS ANGELES-SAN DIEGO-SAN LUIS OBISPO CORRIDOR RAIL AGENCY

As may be necessary for the accomplishment of the purposes of this Agreement, the Agency shall have the power in its own name to undertake the following:

4.1 To exercise in the manner provided by this Agreement the powers common to each of the voting members and necessary to the accomplishment of the purposes of this Agreement.

4.2 To make and enter into contracts.

4.3 To employ agents and employees.

4.4 To contract for the services deemed necessary to meet the purposes of the Agency.

4.5 To acquire, by lease, purchase, or lease-purchase, and to hold and dispose of real and personal property necessary to carry out the purposes of this Agreement.

4.6 To construct, manage, and maintain facilities and services.

4.7 To sue and be sued in its own name.

4.8 To incur debts, liabilities, or obligations. However, the debts, liabilities, and obligations of the Agency shall not constitute any debt, liability, or obligation of any of the Member Agencies that are parties to this Agreement.

4.9 To apply for and accept grants for financial aid pursuant to any applicable state or federal statutes.

4.10 To exercise any of the powers set forth in Section 6508 of the Government Code. In exercising these powers, the Agency is subject to the restrictions upon the manner of exercising the powers of the Los Angeles County Metropolitan Transportation Authority or its successor agency.

4.11 Subject to a determination by the Governing Board, tTo develop procedures for selecting and select a Managing Agency and to select such a Managing Agency.

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LOSSAN Corridor Rail Agency JPA, 2012 23

4.12 To exercise such other powers and to engage in such other activities as are authorized by law and approved by the Governing Board.

4.13 All powers of the Agency shall be exercised by the Governing Board.

5.0 GOVERNING BOARD OF THE LOS ANGELES-SAN DIEGO-SAN LUIS OBISPO CORRIDOR RAIL AGENCY

The composition of the membership of the Governing Board shall be as follows:

5.1 Voting Members of the Governing Board

All powers of the Agency shall be exercised by the Governing Board. The Governing Board shall be selected and composed as follows and each member agency’s appointee(s) shall have one vote unless otherwise noted:

5.1.1. Two members appointed by the Los Angeles County Metropolitan Transportation Authority; one from its own membership or former membership, and one from its own membership, former membership or selected by the Authority from a LOSSAN Corridor city.

5.1.2. Two members appointed by the Orange County Transportation Authority selected from its own membership or former membership.

5.1.3. A member appointed by the Riverside County Transportation Commission selected from its own membership or former membership.

5.1.4. A member appointed by the San Diego Metropolitan Transit System selected from its own membership or former membership.

5.1.5. A member appointed by the North County Transit District selected from its own membership or former membership.

5.1.6. A member appointed by the San Diego Association of Governments selected from its own membership or former membership.

5.1.7. While three members of the Governing Board shall represent San Diego County (San Diego Metropolitan Transit System, North County Transit District, and San Diego Association of Governments), these three members shall have a total of two votes. This voting procedure shall be specified by separate agreement among the three San Diego County member agencies.

5.1.8. A member appointed by the Ventura County Transportation Commission selected from its own membership or former membership.

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LOSSAN Corridor Rail Agency JPA, 2012 24

5.1.9. A member appointed by the Santa Barbara County Association of Governments selected from its own membership or former membership.

5.1.10. A member appointed by the San Luis Obispo Council of Governments selected from its own membership or former membership.

5.1.11. Each voting member agency may appoint alternates to serve in the absence of the regular appointee.

5.2 Ex-Officio Members of the Governing Board

5.2.1. The Southern California Association of Governments shall be a non-voting, ex-officio member of the Governing Board and shall designate a representative to the Governing Board.

5.2.2. The National Railroad Passenger Corporation (Amtrak) shall be a non-voting, ex-officio member of the Governing Board and shall designate a representative to the board, preferably from its Board of Directors.

5.2.3. California High-Speed Rail Authority shall be a non-voting, ex-officio member of the Governing Board and shall designate a representative to the board, preferably from its Board of Directors.

5.2.4. The California Department of Transportation (Caltrans) shall be a non-voting, ex-officio member of the Governing Board and shall designate a representative to the board.

5.2.5. Each ex-officio member may appoint alternates to serve in the absence of the regular appointee.

5.3 All powers of the Agency shall be exercised by the Governing Board.

6.0 RELATIONSHIP OF THE LOS ANGELES-SAN DIEGO-SAN LUIS OBISPO CORRIDOR RAIL AGENCY TO EXISTING AND FUTURE SUB-CORRIDOR COMMUTER RAIL AGENCIES

6.1 The Agency will endeavor to ensure that there is coordination between itself and any sub-corridor commuter rail agency which uses the same facilities to provide commuter rail services as are used by the intercity passenger rail corridor service.

6.2 The parties to this agreement acknowledge and confirm that nothing contained in this Joint Powers Agreement shall (present or in the future) abrogate or diminish any then current ownership rights, access and use agreements, funding sources and allocation, operating rights and agreements of any party. The Agency acknowledges and shall respect at all times the precedence established based on the aforementioned and shall not seek or support regulatory or legislative changes or remedies that would materially change reduce any then

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current agreement or right, unless otherwise agreed to by the affected Member Agencies.

6.3 The parties further agree that the scope of this Joint Powers Agreement is limited to intercity rail service as defined in Department of Transportation regulations. Accordingly, the Agency shall recognize at all times the governing authority of parties that operate services other than intercity rail service and shall not seek or support any regulatory or legislative changes or remedies that would abrogate, diminish, and or materially change the roles and responsibilities of such parties with respect to such services, unless otherwise agreed to by the affected Member Agencies.

6.4 No party shall be obligated to incur new costs or liabilities relating to commuter and intercity operations other than from its own operations. Enhanced coordination of service shall consider impacts to existing passenger rail service.

7.0 MANAGING AGENCY

Subject to the policy direction and control of the Governing Board, and subject further to the terms, conditions and requirements of its contract with the Agency, ______________ shall serve as Managing Agency of the Agency for the Initial Term and in that capacity shall provide all necessary administrative support to the Agency.

The Managing Director, to be appointed by the Governing Board, shall be an employee of the Managing Agency and an officer of the Agency and shall lead the administrative support duties for the LOSSAN Corridor Rail Service. Employees of the Managing Agency who have as their responsibility the support of the LOSSAN Corridor Rail Service shall report to the Managing Director. The Managing Agency Director shall solicit the input and participation of the other agencies and endeavor to achieve consensus while providing the following administrative support to the Agency:.

The Managing Agency, through the Managing Director, staff dedicated to serve the LOSSAN Corridor Rail Service and shared Managing Agency administrative support services, will perform the following duties regarding the administrative support of the Agency:

7.1 Negotiate and recommend the award of all necessary agreements for the Agency, including but not limited to the Interagency Transfer Agreement, agreements for the provision of passenger rail services, and use of tracks and other facilities, subject to approval by the Governing Board;

7.2 Manage all agreements entered into by the Agency;

7.3 Implement projects contained in the approved Capital Improvement Program unless the administration of particular capital projects is more appropriately managed in another manner, such as by an individual agency or a local government, as determined by the Governing Board;

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LOSSAN Corridor Rail Agency JPA, 2012 26

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

7.5 Provide a risk management program to cover the Governing Board and each of the agencies in the performance of their duties pursuant to this Agreement, and seek appropriate insurance coverage to implement such risk management program;

7.6 Seek, obtain and administer grants, subject to the provisions of Section 8.0 below;

7.7 Develop and implement marketing programs;

7.8 Prepare and submit financial reports;

7.9 Prepare for approval by the Governing Board the Business Plan;

7.10 Report regularly to the Agency regarding LOSSAN Corridor issues;

7.11 Recommend changes in LOSSSAN Corridor Rail Service fares and the collection of fares to the Agency;

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

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

7.14 Prepare capital and operating budgets for presentation to the Agency;

7.15 Facilitate interaction with other entities involved in operation, construction and renovation of the LOSSAN Corridor Rail Service; and

7.16 Negotiate with any other public or private transportation providers as necessary to ensure coordinated service with the LOSSAN Corridor Rail Service.

8.0 SOLICITATION OF GRANTS

The Managing Agency shall pursue any and all sources of funding for the Agency; provided, however, that neither the Managing Agency, on behalf of the Agency, nor the Governing Board shall apply for Transportation Development Act Funds as defined in Chapter 4, Part 11, Division 10 of the California Public Utilities Code or for any conflicting funding that any Member Agency is also an applicant or approving Member Agency for without the express consent of that Member Agency.

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9.0 BUDGET AND FUNDING

9.1 The Managing Agency shall prepare and submit to the Governing Board for approval within thirty days of the effective date of this Agreement the Interim Workplan, which shall include recommendations for start-up funding needs and sources of funding therefor.

9.2 The Managing Agency shall prepare and submit to the Governing Board for approval a preliminary operating and capital budget for the succeeding fiscal year by April l of each year which is consistent with the prior Business Plan submitted. Upon receipt of an annual allocation from the State, the Agency shall by resolution adopt a final budget at the next regularly scheduled meeting of the Governing Board. The fiscal year shall be July 1 of each year to and including the following June 30. The budget shall include separate components for Managing Agency administration costs, operations, and capital costs anticipated to be incurred by the Agency during the fiscal year. The annual budget resolution shall set forth the authority of the Managing Agency to make capital and operating expenditures during the fiscal year, subject to such policy guidelines as the Governing Board may establish.

9.3 It is the intent of the Agency to fully fund the annual budget from State and other non-Agency funding sources, such as fares and other operating revenues. The Agency shall not operate at a deficit.

9.4 No funding, debt, or financial obligation is created against any agency solely as a consequence of executing this Agreement and no funding, debt, or financial obligation approved by the Governing Board and/or incurred by the Agency shall be binding against a Member Agency unless and until ratified by that Member Agency's governing body.

10.0 LIABILITY OF AGENCY, OFFICERS AND EMPLOYEES

The debts, liabilities, and obligations of the Agency shall not be the debts, liabilities and obligations of any of the Member Agencies, the Managing Agency or any of their respective members, officers, directors, employees or agents. Any obligations incurred by any bonds issued by the Agency as set forth in Section 4.8 above shall not constitute general obligations of the Agency but shall be payable solely from the moneys pledged to the repayment of such obligations or the repayment of principal or interest on such bonds under the terms of the resolution, indenture, trust agreement, contract or other instrument pursuant to which the obligation is incurred or the bonds are issued. The Agency and the Managing Agency, their directors, officers, employees, staff and agents shall use ordinary care and reasonable diligence in the exercise of their powers and in the performance of their duties pursuant to this Agreement. No agency or Agency member, officer, director or employee shall be responsible for any action taken or omitted by any other agency or Governing Board member, officer, director or employee. The Agency shall indemnify, defend and hold harmless the Governing Board, the individual Member Agencies, their members, officers, directors, employees and agents

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from and against any and all liability, loss, damage, expenses, costs (including, without limitation, costs and fees of litigation or arbitration) of every nature, arising out of any act or omission related to this Agreement, except such loss or damage which was caused by the willful misconduct of the Governing Board or any individual member agency. The Agency’s duty to indemnify each Member Agency shall survive that member agency's withdrawal from the Agency.

11.0 SERVICES BY MANAGING AGENCY

Subject to the provisions of Section 7 above, the Agency shall enter into a formal contract with the Managing Agency for the services it will perform pursuant to this Agreement, and the compensation for such services.

12.0 EFFECTIVE DATE OF AGREEMENT

This Agreement shall take effect upon its execution by the Chairs of the Los Angeles County Metropolitan Transportation Authority, the Orange County Transportation Authority, the Riverside County Transportation Commission, the San Diego Metropolitan Transit System, the North County Transit District, the San Diego Association of Governments, the Ventura County Transportation Commission, the Santa Barbara County Association of Governments and the President of the San Luis Obispo Council of Governments, pursuant to resolutions of each body authorizing such execution and shall remain in full force and effect until dissolved pursuant to the provisions herein.

13.0 OFFICERS AND APPOINTEES OF THE GOVERNING BOARD AND THE AGENCY

13.1 The officers of the Governing Board, selected from among its voting membership, shall be a Chair and Vice-Chair. The term of office shall be one year.

13.2 The officers of the Agency shall be:

13.2.1. The Treasurer of the Managing Agency, designated by a majority of a quorum of the Governing Board, may serve as the Treasurer of the Agency. The Treasurer shall be the depository of funds and have custody of all funds of the Agency from whatever source.

13.2.2. The Auditor of the Managing Agency, designated by a majority of a quorum of the Governing Board, may serve as the Auditor-Controller of the Agency. The Auditor-Controller shall draw warrants or check-warrants against the funds of the Agency in the Treasury when the demands are approved by the Governing Board of Directors or such other persons as may be specifically designated for the purpose in the Bylaws.

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13.2.3. The Auditor-Controller and the Treasurer shall comply with all duties imposed under Article 1, Chapter 5, Division 7, Title I, of the California Government Code commencing with Section 6500.

13.2.4. Upon providing reasonable notice, any agency shall have the right to review any records maintained by the Managing Agency or the Managing Agency's Auditor-Controller and/or Treasurer relating to the performance of their duties pursuant to this Agreement.

13.2.5. The Managing Director shall be an employee of the Managing Agency and serve at the pleasure of the Governing Board.

13.2.6. The Governing Board may shall appoint such a Managing Director. The Agency shall obtain an official bond in an amount determined by the Governing Board guaranteeing faithful performance of the Managing Director’s duties. Pursuant to the LOSSAN Agency Bylaws, and pursuant to the terms, conditions and requirements of the contract with the Managing Agency, the Managing Director will recommend hiring and firing, personnel classifications and other personal actions and oversee the assignment of Managing Agency employees to the LOSSAN Corridor Rail Service. The Managing Director will also recommend to the Governing Board andthe Managing Agency contractors to the LOSSAN Corridor Rail Service and will direct their activities.

14.0 ANNUAL BUDGET

The Governing Board shall approve a preliminary administrative budget and a capital improvement program for the succeeding fiscal year no later than April 1 of each year. The Governing Board shall adopt a final budget no later than June 30 of each year. No funding or financial obligations are created against any member agency solely as a consequence of executing this Agreement.

15.0 FUNDING FOR THE AGENCY

In addition to any funds derived from grants provided for in Section 4.9 of this Agree-ment, the voting member agencies shall consider, through their agency’s budgetary process, contribution of funds necessary to carry out the purposes and powers of the Agency, consistent with the Agency’s adopted budget and any cost sharing formula adopted by the voting member agencies.

16.0 QUORUM

At least five of the voting member agencies of the Governing Board, including at least one voting member from each of the LOSSAN Regions South county of Orange, Riverside, San Diego, and Los Angeles and at least one voting member from LOSSAN North shall constitute a quorum for the transaction of business and all official acts of the Agency.

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17.0 VOTING

17.1. A supermajority vote requires eight (8) affirmative votes of the voting membership of the Governing Board, which includes at least one vote of the voting membership from each of the following regionsLOSSAN Regions.

17.1.1. North Region: Ventura, Santa Barbara and San Luis Obispo

17.1.2. Central Region: Los Angeles

17.1.3. South Region: San Diego 17.1.4. South Central Region: Orange and Riverside

 17.2. Topics that require a supermajority vote (eight (8) affirmative votes of the voting

membership of the Governing Board which includes at least one vote from each of the LOSSAN Regions identified in Section 17.1), include:

17.2.1 Recommending changes to the LOSSAN Agency legislation;

17.2.2 Recommending amendments to the Joint Powers Agreement regarding membership of the LOSSAN Agency Governing Board;

17.2.3 Recommending amendments to the Joint Powers Agreement regarding voting structure of the LOSSAN Agency Governing Board;

17.2.4 Approval and changes to the LOSSAN Agency Bylaws;

17.2.5 Reduction of LOSSAN Corridor Rail service; and

17.2.517.2.6 Establishment of or Cchanges to Member Agency cost sharing formulas.

17.3. All other topics require a majority vote of the members present at any regular, adjourned or special meeting where a quorum has been constituted for the transaction of business.

17.4. Amendments to the Joint Powers Agreement require the unanimous agreement of the voting Member Agencies.

18.0 RALPH M. BROWN ACT

All meetings of the Agency shall be called, noticed, held, and conducted in accordance with the provisions of the Ralph M. Brown Act (commencing with Section 54950 of the California Government Code).

19.0 FILING WITH SECRETARY OF STATE

As required by Section 6503.5 of the California Government Code, an appropriate notice of this Agreement shall be filed with the Secretary of State within thirty days of its effective date.

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20.0 BYLAWS

The Governing Board may adopt and amend from time to time Bylaws as may be required for the conduct of its meetings and the orderly operation of the Agency.

21.0 COMMITTEES

The Governing Board shall create the following committees:

21.1 The Governing Board shall form a Technical Advisory Committee (TAC) to review on behalf of the Governing Board technical issues associated with the improvements in passenger rail service and related facilities in the LOSSAN Corridor, including stations and rights-of-way, the coordination of public mass transit services and facilities, the coordination of passenger and freight services in the Corridor and other technical matters. The membership of the Committee is authorized in the Bylaws.

21.2 The Governing Board shall form an Executive Committee. There shall be a maximum of four (4) voting members including the Chair, Vice-Chair and Past Chair if available or one person appointed by the Governing Board with the Managing Director serving as a non-voting member. Among these members, there shall be at least one member from the LOSSAN North Regionand LOSSAN South. The Executive Committee will meet as needed.

21.3 The Governing Board shall form other committees as are necessary.

22.0 COOPERATION WITH OTHER AGENCIES

22.1 In order to conserve fiscal resources, the Governing Board shall take actions to ensure that the technical expertise, results of previous analysis related to passenger rail service in the LOSSAN Corridor, information bases, and other data available from member and other relevant agencies shall, to the extent feasible, be fully utilized.

22.2 In order to ensure that improvements to intercity rail passenger services and facilities are consistent with the California State Rail Plan, the Agency shall submit an annual plan or program for expenditures in the Corridor prior to the beginning of each fiscal year to the California Department of Transportation. In order to coordinate improvements with the LOSSAN Corridor’s Regional Transportation Planning Agencies (RTPAs), this annual plan or program for expenditures shall be submitted to the Southern California Association of Governments, San Diego Association of Governments, Santa Barbara County Association of Governments and San Luis Obispo Council of Governments. Each RTPA shall determine whether or not the annual plan or program is consistent with the Regional Transportation Plan for its area of jurisdiction. The Agency shall submit an annual plan or program for expenditures in the Corridor to

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Amtrak, for its review when developing its Strategic Guidance and FiveThree-Year Financial Plan.

23.0 DURATION OF AGREEMENT

This Agreement shall continue in full force and effect until such time that a majority of the voting member agencies determine it is in the public interest to dissolve the Agency. This does not preclude member agencies from exercising their right to withdraw their membership in the Agency.

24.023.0 WITHDRAWAL BY MEMBER AGENCY

24.1 Notwithstanding any other provision of this Agreement, any Member Agency may withdraw from the Agency by giving ninety (90) days advance written notice to the Governing Board. Any withdrawal from the Authority will also constitute withdrawal from the Governing Board.

24.2 The rights and obligations of any agency so withdrawing from the Agency and the Governing Board shall be determined by negotiation between the Governing Board and the withdrawing member agency; provided, In the event that the Governing Board and the withdrawing Member Agency cannot agree upon the rights and obligations of the withdrawing Member Agency, such rights and obligations shall be determined by arbitration pursuant to Section 30.0, below.

25.024.0 DURATION OF AGREEMENT AND TERMINATION

This Agreement shall continue in full force and effect until such time as the Member Agencies and the Governing Board determine that it is in the public interest to dissolve the Agency. Notwithstanding the foregoing, any of the Member Agencies may exercise its prerogative to terminate its membership in the Agency as set forth in Section 24.0, above. Upon termination of this Agreement by mutual consent of all the Member Agencies, all assets, liabilities and equity of the Governing Board shall be distributed in accordance with the provisions of the Interagency Transfer Agreement and any other agreements authorized by the Governing Board governing such distribution, and any remaining money or assets in possession of the Agency after the payment of all liabilities, costs, expenses, and charges validly incurred under this Agreement shall be returned to the Member Agencies in proportion to their contributions, if any, determined as of the time of termination.

26.025.0 NOTICE

Addresses of the parties to the Agreement for the purpose of formal communications among the signatories.

Los Angeles County Metropolitan Transportation Authority 1 Gateway Plaza

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Los Angeles, CA 90012-2952 (213) 922-3041

Orange County Transportation Authority 550 S. Main St. P.O. Box 14184 Orange, CA 92863-1584 (714) 560-6282

Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor P.O. Box 12008 Riverside CA 92502-2208 (951) 787-7141

North County Transit District 810 Mission Avenue Oceanside, CA 92054 (760) 967-2828

San Diego Metropolitan Transit System 1255 Imperial Avenue, Suite 1000 San Diego, CA 92101 (619) 231-1466

California Department of Transportation P.O. Box 942874 Sacramento, CA 94274-0001 (916) 323-0742

Southern California Association of Governments 818 W 7th Street, 12 Floor Los Angeles, CA 90017-3435 (213) 236-1800

San Diego Association of Governments 401 B Street, Suite 800 San Diego, CA 92101 (619) 595-5300

Ventura County Transportation Commission 950 County Square Avenue, Suite 207 Ventura CA 93003 (805) 642-1591

Santa Barbara County Association of Governments 260 North San Antonio Road, Suite B

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Santa Barbara CA 93110 (805) 961-8900

San Luis Obispo Council of Governments 1114 Marsh Street San Luis Obispo, CA 93401 (805) 781-4219

National Railroad Passenger Corporation (Amtrak) 510 Water Street, 5th Floor Oakland CA 94607 (510) 238-4300

California High-Speed Rail Authority 925 L Street Suite 1425 Sacramento CA 95814 (916) 324-1541

27.026.0 AUDIT

The Agency shall provide for the accountability of all funds and shall provide for an annual audit pursuant to Section 6506 of the Government Code.

28.027.0 AMENDMENTS TO THE AGREEMENT

This Agreement may be amended at any time by the unanimous Agreement of the voting member agencies.

29.028.0 ARBITRATION

30.1 In the event of a dispute between the Agency, the Managing Agency, Member Agency or any other agency, which cannot be satisfactorily resolved by those parties, said dispute shall be submitted to arbitration by a panel of three arbitrators who shall conduct the arbitration pursuant to the rules of the American Arbitration Association. The panel of arbitrators shall consist of one arbitrator appointed by each of the disputants, the third arbitrator to be appointed by mutual consent of the other two arbitrators. The arbitration panel shall resolve the dispute in accordance with the terms of this Agreement, and such resolution shall be final and binding upon the parties. Each party shall bear its own costs of arbitration, including reasonable attorney’s fees. The cost of the third arbitrator shall be divided equally between the disputants.

30.2 Unless otherwise agreed by the disputants, only disputes regarding a disputant's rights and obligations arising under the terms of: (i) this Agreement, or (ii) any other agreement between the disputants in which this arbitration provision is incorporated by reference shall be subject to arbitration pursuant to Section 30.1, above.

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30.029.0 CONFLICT OF INTEREST CODE

The Agency by resolution shall adopt a conflict of interest code as required by law.

31.030.0 SUCCESSOR STATUTES

All statutes cited herein shall be deemed to include amendments and/or successor statutes to the cited statutes as they presently exist.

32.031.0 AGREEMENT, COMPLETE

This Agreement constitutes the full and complete Agreement of the parties. This Agreement shall supercede the Joint Powers Agreement to establish the Los Angeles – San Diego Rail Corridor Agency dated February 6, 1989 and subsequent amendments adopted prior to the dates indicated below.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by autho-rized officials on the dates indicated below.

33.032.0 COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement.

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[AGENCY NAME HERE]

Chair

Date

I HEREBY CERTIFY that the attached is a true and correct copy of the original document approved by the Board of Directors:

Clerk of the Board

Date

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Attachment 2

LOSSAN Rail Corridor Agency Bylaws, 2012. 1

WORKING DRAFT 7/24/12

2012 AMENDMENT

BYLAWS

THE LOS ANGELES-SAN DIEGO-SAN LUIS OBISPO CORRIDOR RAIL AGENCY

All changes based on the 7/16/12 board member comments and recommended by the LOSSAN Working Group and LOSSAN CEOs are highlighted in yellow.

PREAMBLE

The Los Angeles-San Diego-San Luis Obispo Corridor Rail Agency (“LOSSAN Agency” or “Agency”) is a Joint Powers Agency created at the recommendation of the Los Angeles-San Diego State Rail Corridor Study Group which recognized the need for a public agency to oversee increases in the level of intercity passenger rail service in the travel corridor between San Diego and Los Angeles. This agency has evolved as rail service has been extended to Ventura, Santa Barbara, and San Luis Obispo Counties and now includes all counties along the Pacific Surfliner Corridor from San Diego to San Luis Obispo County. The Agency is now capable of implementing the recommendations contained in both the State Rail Corridor Study Group’s June 1987 report entitled, Los Angeles-San Diego State Rail Corridor Study, and the April, 2012 LOSSAN Corridorwide Strategic Implementation Plan and undertaking related efforts to improve corridor services and facilities and coordinating commuter rail services. In 2012 the functions of the LOSSAN Agency were significantly expanded by the enactment and signing into law of SB 1225 (Padilla, 2012). SB 1225 authorized the transfer of management of intercity rail passenger service in the LOSSAN Corridor from the California Department of Transportation to the LOSSAN Agency. The new role and functions of the LOSSAN Agency have been established in the 2012 Amendment to the Joint Powers Agreement Concerning The Los Angeles – San Diego – San Luis Obispo Corridor Rail Agency (the “Agreement”). These Bylaws are adopted effective _______________, 2013 pursuant to the Agreement. These Bylaws supercede the Los Angeles – San Diego – San Luis Obispo Rail Corridor Agency Bylaws adopted in June 1989 and all subsequent amendments thereto. The Agency role was legislatively expanded by SB 1225 (Padilla, 2012), which authorized the LOSSAN Agency to management the operations of the LOSSAN Corridor Rail Service as part of the California Passenger Rail System.

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ARTICLE I - FUNCTIONS

The functions of the LOSSAN Agency are to administer and manage the operations of the LOSSAN Corridor Rail Service as part of the California Passenger Rail System. The legislative authority for this role is SB 1225 (Padilla, 2012), an act to amend Sections 14031.8, 14070.2, 14070.4, and 14070.6 of, and to repeal and add Article 5.2 (commencing with Section 14072) of Chapter 1 of Part 5 of Division 3 of Title 2 of, the Government Code, relating to transportation and known as the Intercity Passenger Rail Act of 2012. SB 1225 authorized expansion of the authority of the LOSSAN Corridor Rail Agency, through an amendment to the existing Joint Powers Agreement.

The functions of the Agency are detailed in the LOSSAN Agreement.

Section A. Plan, recommend programs, promote and identify funding sources for improvements to intercity and commuter passenger rail services and facilities in the LOSSAN corridor, including the acquisition or leasing of rights-of-way, stations and station sites; the leasing or acquisition of equipment; and related activities.

Section B. Negotiate for and accept funds to be expended for the purpose of providing and improving intercity and commuter passenger rail services and activities.

Section C. Review and comment on facility, service, and operational plans and programs of the agency or agencies operating sub-corridor commuter rail service in the LOSSAN corridor.

Section D. Coordinate facility, service, and operational plans and programs with other organizations providing passenger rail service in the Southern California Region, adjacent regions or with whom the agency may share common facilities, including the agency or agencies operating sub-corridor commuter rail service in the LOSSAN corridor, the BNSF Railway Corporation and Union Pacific or their successor corporations, and the National Railroad Passenger Corporation (Amtrak).

Section E. Advocate improvements to services and facilities for the corridor before local, regional, state, and federal officials and agencies.

The functions of the Agency were further amended by SB 1225 (Padilla, 2012), an act to amend Sections 14031.8, 14070.2, 14070.4, and 14070.6 of, and to repeal and add Article 5.2 (commencing with Section 14072) of Chapter 1 of Part 5 of Division 3 of Title 2 of, the Government Code, relating to transportation and known as the Intercity Passenger Rail Act of 2012. SB 1225 authorized expansion of the authority of the LOSSAN Rail Corridor Agency, through an amendment to the existing Joint Exercise of Powers Agreement. These added functions are:

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Section F. By June 30, 2014, to enter into the Interagency Agreement with the State of California, with an initial term (“Initial Term”) commencing with the transfer of the responsibilities for administering state-funded intercity rail passenger service in the LOSSAN Corridor from the State to the Agency, and continuing for an initial five years.

Section G. The Agency may contract with one of its member public agencies, called the Managing Agency, to provide all necessary administrative support to the Agency and to perform its duties and responsibilities during the Initial Term of the Interagency Agreement;

Section H At the conclusion of the Initial Term, the Agency may, through procedures that it determines, select the Managing Agency or another existing public rail transit agency, for a subsequent five year term to continue to administer the rail service under the direction of the Agency;

Section I The Managing Agency shall produce a business plan ("Business Plan") for each of the initial five years of operation of the service which shall describe the methods by which the Agency will administer rail service and seek to increase ridership in the LOSSAN Corridor and which shall be updated and submitted by the Agency to the Secretary of the Business, Transportation and Housing Agency by April 1 of each year;

Section J The Agency will, through the Interagency Transfer Agreement, succeed to the State's current agreement with Amtrak for the operation of the LOSSAN Corridor Rail Service and may initiate changes in said agreement or, in the future, may, through a competitive solicitation process, contract with Amtrak, or other organizations not precluded by State or Federal law to provide passenger rail services, to operate the rail service;

ARTICLE II – DEFINITIONS

Section A. Agency means the Los Angeles-San Diego-San Luis Obispo Corridor Rail Agency.

Section B. Governing Board means the Board of Directors of the Agency.

Section C. LOSSAN is the acronym for Los Angeles-San Diego-San Luis Obispo.

Section D. Voting member agencies mean Los Angeles County Metropolitan Transportation Authority, Orange County Transportation Authority, Riverside County Transportation AuthorityCommission, San Diego Metropolitan Transit System, North County Transit District, San Diego Association of Governments, Ventura County Transportation Commission, Santa Barbara County Association of Governments, and San Luis Obispo Council of Governments and .

Section E. Ex-officio non-voting member agency means the Southern California Association of Governments, the National Railroad Passenger Corporation

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(Amtrak), California High-Speed Rail Authority, and the California Department of Transportation.

Section F. Regional Transportation Planning Agency means an entity authorized to prepare a regional transportation plan pursuant to Government Code Section 65080.

Section G. Corridor City means a city adjacent to the LOSSAN right-of-way.

Section H LOSSAN Corridor Rail Service means Pacific Surfliner intercity passenger rail service that operates on the LOSSAN Corridor, which is a 351 mile long intercity and commuter rail corridor, stretching from San Diego in the south, up the coast to Orange County, Los Angeles County, Ventura County, and Santa Barbara County to San Luis Obispo County.

Section I. LOSSAN North is defined as Ventura, Santa Barbara, and San Luis Obispo Counties.

Section J. LOSSAN South is defined as Los Angeles, Orange, Riverside and San Diego Counties.

Section I. LOSSAN Regions are defined as North Region: Ventura County, Santa Barbara County and San Luis Obispo County; Central Region: Los Angeles County; South Region: San Diego County; South Central Region: Orange County and Riverside County.

Section J. Fiscal Year means from July 1 to and including the following June 30.

Section K. California State Rail Plan is prepared every two years by the California Department of Transportation as an examination of passenger and freight rail transportation in California, in accordance with Section 14036 of the Government Code.

Section L. Member Agency shall mean each of those governmental entities set forth in Sections D and E that have executed the Joint Powers Agreement and that have not withdrawn from the Agency.

Section M. Business Plan shall mean the business plan to be submitted by the Agency to the Secretary of the Business, Transportation and Housing Agency covering the initial fivethree year term of the Agreement as mandated by Section 14070.4(b) and updated and submitted annually thereafter.

Section N. Interagency Transfer Agreement shall mean the agreement provided for in Section 14070.2(a) whereby the State of California will transfer all responsibility for administering the LOSSAN Corridor Rail Service to the Agency.

Section O. Interim Workplan shall mean the workplan proposed for the period commencing with the execution of this Agreement, and ending with the current fiscal year.

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Section P. Initial Term shall mean the period that begins with the transfer of responsibilities from the California Department of Transportation to the Agency and continues for a fivethree-year period.

Section Q. Managing Agency shall mean ____________ for the Initial Term and thereafter, ____________or another existing public rail transit agency, consistent with the Agency’s criteria for selection of a Managing Agency.

Section R. Managing Director means the director of the Managing Agency. The Managing Director reports to the Governing Board.

ARTICLE III - MEMBERSHIP

Section A. Voting Members of the Governing Board

All powers of the Agency shall be exercised by the Governing Board. The Governing Board shall be selected and composed as specified in the LOSSAN Joint Powers Agreement.follows and each member agency’s appointee(s) shall have one vote unless otherwise noted:

1. Two members appointed by the Los Angeles County Metropolitan Transportation Authority; one from its own membership or former membership, and one from its own membership, former membership or selected by the Authority from a corridor city.

2. Two members appointed by the Orange County Transportation Authority selected from its own membership or former membership.

3. A member appointed by the Riverside County Transportation Commission from its own membership or former membership.

4. A member appointed by the San Diego Metropolitan Transit System selected from its own membership or former membership.

5. A member appointed by the North County Transit District selected from its own membership or former membership.

6. A member appointed by the San Diego Association of Governments selected from its own membership or former membership.

7. While three members of the Governing Board shall represent San Diego County (San Diego Metropolitan Transit System, North County Transit District, and San Diego Association of Governments), these three members shall have a total of two votes. This voting procedure shall be specified by separate agreement among the three San Diego County member agencies.

8. A member appointed by the Ventura County Transportation Commission selected from its own membership or former membership.

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9. A member appointed by the Santa Barbara County Association of Governments selected from its own membership or former membership.

10. A member appointed by the San Luis Obispo Council of Governments selected from its own membership or former membership.

11. Each voting member agency may appoint alternates to serve in the absence of the regular appointee.

Section B. Ex-Officio Member of the Governing Board

1. The Southern California Association of Governments shall be a non-voting, ex-officio member of the Governing Board and shall designate a representative to the Board. The ex-officio member may appoint alternates to serve in the absence of the regular appointee.

2. The National Railroad Passenger Corporation (Amtrak) shall be a non-voting, ex-officio member of the Governing Board and shall designate a representative to the board, preferably from its Board of Directors. The ex-officio member may appoint alternatives to serve in the absence of the regular appointee.

3. California High-Speed Rail Authority shall be a non-voting, ex-officio member of the Governing Board and shall designate a representative to the board, preferably from its Board of Directors. The ex-officio member may appoint alternatives to serve in the absence of the regular appointee.

4. The California Department of Transportation (Caltrans) shall be a non-voting, ex-officio member of the Governing Board and shall designate a representative to the board. The ex-officio member may appoint an alternate to serve in the absence of the regular appointee.

ARTICLE IV – ADMINISTRATION

Section A. In General - The Officers shall consist of the Chair and a Vice-Chair, both of whom shall represent a voting member of the Governing Board, a Treasurer, Auditor-Controller, and other officers as the Agency deems necessary and as set out in these Bylaws.

Section B. Term of Office - The Chair and Vice-Chair shall serve one-year terms of office.

Section C. Election of Officers - The Agency at its first regularly scheduled meeting of the year and at its first quarterly regularly scheduled meeting every year thereafter, and at such other times as there may be a vacancy in either office, shall elect a Chair who shall preside at meetings and a Vice-Chair who shall preside in the Chair’s absence.

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Section D. Executive Committee – There shall be a maximum of 4 voting members including the Chair, Vice-Chair and Past Chair if available or one person appointed by the Board with the Managing Director serving as a non-voting member. Among these members, there shall be at least one member from the LOSSAN North Region and LOSSAN South. The Executive Committee will meet as needed.

1. The Executive Committee shall have the authority and duty to:

a. Review and approve the agendas for the meetings of the Governing Board as needed;

b. Provide direction to the Managing Director;

c. Make recommendations as needed to the Board regarding the

work program, budget, positions to be taken on issues, contracts, and all other matters within the jurisdiction of the agency;

d. Evaluate Managing Director and provide such evaluation to the

Governing Board and Managing Agency.in conjunction with the Governing Board;

e. Monitor the function of all agency committees. f. Minutes of Executive Committee shall be circulated to the

Governing Board of Directors. g. Executive Committee is authorized to act in emergency situations

but all actions must be reported to the Governing Board. Section E Managing Agency - Subject to the policy direction and control of the LOSSAN

Agency Governing Board, and subject further to the terms, conditions and requirements of its contract with the Agency, ______________ shall serve as Managing Agency of the Authority for the Initial Term and in that capacity shall provide all necessary administrative support to the Agency.

The Managing Agency shall solicit the input and participation of the other agencies and endeavor to achieve consensus while providing administrative support to the Agency. Refer to the LOSSAN 2012 Joint Exercise of Powers Agreement for a listing of those administrative duties.

Section F. Appointment of Managing Director - The Managing Director and such other officers as the Agency may deem necessary shall be appointed by a majority vote of the Agency Governing Board.

1. The Managing Director will be an employee of the Managing Agency and serve at the pleasure of the Agency Governing Board, which shall determine conditions of employment, including compensation.

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2. The Executive Committee will annually evaluate the performance of the Managing Director and provide such evaluation to the Agency Governing Board and Managing Agency.

Section G. Removal of Officers - Officers may be removed from office by a majority vote of the member agenciesGoverning Board. Voting on removal shall take place no sooner than at the next regular meeting following the meeting at which a motion to remove officers was introduced. The motion should include the reasons for removal. Special notice of the motion shall be provided along with notice of the time and place of the meeting to all Governing Board Members at least one week prior to the meeting where the motion will be acted upon.

Section H. Duties of Various Officers

1. Duties of the Chair - The Chair shall, if present, preside at all meetings of the Agency Governing Board and exercise and perform such other powers and duties as may from time to time be assigned to the Chair by the Agency Governing Board or provided herein. In any case in which the execution of a document or the performance of an act is directed, the Chair, unless an act of the Agency Governing Board otherwise provides, is empowered and directed to execute such document or perform such act.

2. Duties of the Vice-Chair - The Vice-Chair shall perform, in order, the duties of the Chair in his or her absence and, when so acting, shall have all the powers of and be subject to all the restrictions upon the Chair.

3. Chair Pro Tempore - In the event of the absence of or inability to act of the Chair and Vice-Chair, the voting members present at any meeting of the Governing BoardAgency, by order entered in the minutes, shall select one of their voting members to act as Chair Pro Tempore, who, while so acting, shall have all the authority of the Chair.

4. Duties of the Treasurer - The Treasurer of the Managing Agency, designated by a majority of a quorum of the Governing Board, may serve as the Treasurer of the Agency. The Treasurer shall be the depository of funds and have custody of all funds of the Agency from whatever source.

a. The Treasurer shall comply with all duties imposed under California Government Code, Section 6500 et.seq.

5. Duties of the Auditor - The Auditor of the Managing Agency, designated by a majority of a quorum of the Governing Board, may serve as the Auditor-Controller of the Agency. The Auditor-Controller shall draw warrants or check warrants against the funds of the Agency in the Treasury when demands are approved by the Governing Board or such other persons as may be specifically designated in the Bylaws.

a. The Auditor shall comply with all duties imposed under California Government Code, Section 6500 et.seq.

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6. Duties of the Managing Director - The Managing Director shall be an employee of the Managing Agency and an officer of the Agency. Employees of the Managing Agency who have as their responsibility the support of the LOSSAN Corridor Rail Service shall report to the Managing Director. The powers and duties of the Managing Director are:

a. To develop and maintain the organizational and reporting structure, work responsibilities, job descriptions, and performance evaluation criteria for Managing Agency employees designated to support the LOSSAN Corridor Rail Service.

b. To hire and fire employees consistent with the Managing Agency personnel policies, recommend personnel classifications and other personal actions for the Managing Agency employees designated to support the LOSSAN Corridor Rail Service.

c. To recommend approval of contract employees dedicated to support the LOSSAN Corridor Rail Service and oversee their activities.

Oversee the assignment of Managing Agency employees and Managing Agency contractors to the LOSSAN Corridor Rail Service.

a.d. To direct the activities of Managing Agency employees and Managing Agency contractors assigned to the LOSSAN Corridor Rail Service.

b.e. To administer all contracts.

c.f. To cause to be prepared by a Certified Public Accountant and submitted to the Agency as soon as practical after the end of each fiscal year, a post audit of the financial transactions and records of the Agency for the preceding year.

d.g. To keep the Governing Board Agency advised as to the needs of the Agency.

e.h. To have full charge of the administration of the business affairs of the Agency.

f.i. To see that all ordinances, rules, and regulations, motions, or resolutions are implemented and enforced.

g.j. To prepare and submit to the Governing Board Agency on or before the last meeting of March of each year a proposed budget for the succeeding fiscal year. As part of the annual budget process, recommend the annual budget and staffing resources and support functions for the LOSSAN Corridor Rail Service, including job classifications, salary ranges and organizational functions and duties.

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k. To update the Governing Board annually on efforts to institutionalize a LOSSAN Corridor Rail Service corporate identity, including but not limited to the establishment and maintenance of branding (logo, public communication, marketing), website, employee workspace design, and distinct corporate identity (domain, email, business cards, letterhead, etc.).

l. To oversee marketing, budget and programs for the LOSSAN Corridor Rail Service.

h.m. The Managing Director is authorized to make disbursements of funds of the Agency not to exceed $5100,000 each, or as otherwise directed by Governing Board resolution, for the business of the Agency, provided that this limitation shall not apply to salary or to other disbursements that are necessary to meet contractual obligations that have been approved by the Agency per the authorized budget.

i.n. The Managing Director is authorized to contract for and execute, on behalf of the Agency, supplies, equipment and materials, and personnel service contracts not to exceed $5100,000, or as otherwise directed by Agency Governing Board resolution, without prior Governing Agency Board approval.

j.o. The Managing Director shall keep or cause to be kept a book of minutes of all meetings of the Governing BoardAgency.

k.p. The Managing Director shall give or cause to be given notice of all meetings as may be required by law, by these By Laws, or by motion or resolution of the Governing BoardAgency.

l.q. The Managing Director shall:

(1) Oversee the functions of the Treasurer and Auditor.

(2) Execute a bond with one or more corporate sureties approved by the Governing Board Agency in the sum of $250,000 payable to the Agency, conditioned upon the faithful performance of the duties of the office, and the payment of all money received by himthe Managing Director according to law and the orders of the Agency.

(3) Prepare or cause to be prepared a written report filed with the Governing Board Agency quarterly (July, October, January, and April) and circulated to the Governing Board of each year reporting the amount of money held, the amount and source of receipts since the last report, and the amount and recipient of the amounts paid out since the last report prior to the meeting.

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(4) Keep a full and complete record of all financial transactions and records of the Agency.

m.r. The Managing Director shall define an annual work program and report annually to the Governing Board on progress.

n.s. The Managing Director shall have such other duties, powers, and responsibilities as may from time to time be assigned by the Governing BoardAgency.

Section I. Committees

1. Technical Advisory Committee - The Governing Board shall form a Technical Advisory Committee (TAC) to review, on behalf of the Governing Board, technical issues associated with the improvements in passenger rail service and related facilities in the LOSSAN cCorridor.

a. The membership of the Committee shall include representatives from the voting member agencies and Ex-Officio non-voting agencies as well as representatives from the California Public Utilities Commission, BNSF Railway, Union Pacific Railroad, Southern California Regional Rail Authority/Metrolink, and the Federal Railroad Administration. and the California High Speed Rail Authority.

b. Quorum – At least 5 members of the TAC, including at least one member of the voting membership from each of the LOSSAN Regions, at least one member from each county of Orange, Riverside, San Diego, and Los Angeles and at least one member from LOSSAN North shall constitute a quorum.

c. All actions of the TAC require a majority vote of the voting members present.

2. Executive Committee - The Governing Board shall form an Executive Committee. There shall be a maximum of four (4) voting members including the Chair, Vice-Chair and Past Chair if available or one person appointed by the Board with the Managing Director serving as a non-voting member. Among these members, there shall be at least one member from LOSSAN the LOSSAN North Region and LOSSAN South. The Executive Committee will meet as needed.

3. The Governing Board shall form other committees as necessary.

4. The Chair shall name all members of Governing Board committees with consent of a majority of the Governing Board.

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LOSSAN Corridor Rail Agency Bylaws, 2012. 12

ARTICLE V - MEETINGS

Section A. Agenda - Matters to be placed on the agenda for any regular meeting may be filed with the Managing Director or the Chair of the Agency. The agenda for each regular meeting shall be prepared by the Managing Director. Copies of the agenda shall be mailed or delivered to each member three working days prior to the regular meeting date. Formal action, other than appointment of the committee or subcommittee, will not ordinarily be taken with respect to any matter not included on the agenda unless a majority of the voting members of the Agency present at the meeting consent to such consideration.

Section B. Regular Meetings - Regular meetings of the Governing Board Agency shall be held at least quarterly, on the date determined by the Chair. The meetings of the Governing Board Agency will be held at a location at the discretion of the Governing Board.

1. The meeting place may rotate among the member agencies.

2. The Chair shall announce the date and place of the next meeting.

Section C. Special Meetings - A special meeting may be called at any time by the Chair or, in the Chair’s absence, by the Vice-Chair, in order, or by any six members by delivering personally or by mail written notice to the Managing Director and to each member. Such notice shall be delivered at least 24 hours before the time of such meeting as specified in the notice. The call and notice shall specify the time and place of the special meeting and the business transacted at such meeting. Such written notice may be dispensed with as to any member who at or prior to the time the meeting convenes files with the Secretary a written waiver of notice. Such waiver may be given by telegram or facsimile. Such written notice shall be deemed waived as to any member who is actually present at the meeting at the time it convenes.

Section D. Quorum –At least five of the voting member agencies of the Governing Board, including at least one member of the voting membership from each of the LOSSAN Regions, at least one member from each LOSSAN South county of Orange, Riverside, San Diego, and Los Angeles and at least one voting member from LOSSAN North shall constitute a quorum for the transaction of business and all official acts of the Governing BoardAgency.

Section E. Ralph M. Brown Act - All meetings of the Governing Board Agency shall be called, noticed, and conducted in the manner prescribed in the California Government Code, Section 54950, et.seq.

Section F. Committee of the Whole - At any regular meeting not held because of a lack of a quorum, members present, if less than a quorum of the Governing BoardAgency, may constitute themselves a “Committee of the Whole” for purposes of

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LOSSAN Corridor Rail Agency Bylaws, 2012. 13

discussing agenda matters or any other matter of interest to the members present. The committee shall automatically cease to exist if a quorum of the Governing Board Agency is present at the meeting.

Section G. Motions - Only voting members may make and second motions.

Section H. Actions of the Board - A supermajority vote requires eight (8) affirmative votes of the voting membership of the Governing Board which includes at least one vote of the voting membership from each of the following regionsLOSSAN Regions.

1. North Region: Ventura, Santa Barbara and San Luis Obispo

2. Central Region: Los Angeles

3. South Region: San Diego

4. South Central Region: Orange and Riverside

Topics that would require a supermajority vote (eight (8) affirmative votes of the voting membership of the Board including at least one vote from each of the regions identified above) include:

1. Recommending changes to the LOSSAN legislation;

2. Recommending changes to the Joint Powers Agreement regarding membership of the Governing LOSSAN Board;

3. Recommending changes to the Joint Powers Agreement regarding voting structure of the GoverningLOSSAN Board;

4. Approval and changes to the LOSSAN Bylaws;

5. Reduction of LOSSAN Corridor Rail Service.

All other topics require a majority vote of the members present at any regular, adjourned or special meeting where a quorum has been constituted for the transaction of business.

Amendments to the Joint Powers Agreement require the unanimous agreement of the voting Member Agencies.

ARTICLE VI - PROCUREMENT OF GOODS AND SERVICES

Section A. In General - The Agency may enter into contracts of any nature including, but not limited to, contracts to indemnify and hold harmless, to employ labor, and to do acts necessary and convenient for the full exercise of its powers. The Agency may contract with any public agency or with any other person or organization upon such terms and conditions as the approving authority finds are in the best interests of the Agency.

1. The Agency shall develop administrative procedures establishing proper procurement practices and authority to award contracts.

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LOSSAN Corridor Rail Agency Bylaws, 2012. 14

2. The Managing Director may authorize the purchase of goods or services for the Agency through the procurement department of any of the member agencies, counties, or other public agency if this would be advantageous to the Agency and if the purchase is conducted using acceptable contracting procedures. Approval of such purchases is restricted to the same level of approval authority as would be required were the Agency to conduct the procurement itself.

ARTICLE VII – BUDGET AND FINANCIAL RECORDS

Section A. Budget Adoption - Each year no later than the AgencyGoverning Board’s last meeting in March, the Managing Director shall submit for the Governing Board’s adoption the Annual Budget for the succeeding fiscal year. Approval of a majority of a quorum of the Governing Board shall be required for adoption of the Budget and any amendments thereto.

Section B. Board Approval of Expenditures

1. The Governing Board’s approval of an Annual Budget shall be deemed approval of expenditures made in accordance with the approved Budget. All expenditures in excess of the designations and limitations of the approved Annual Budget and in excess of $5100,000 shall be made only upon the approval of a majority of a quorum of the Governing Board.

2. The Governing Board shall receive a quarterly report on expenditures of $5100,000 and less.

3. With respect to procurements of goods and services, approvals of contract awards shall be made in accordance with the Agency’s administrative procedures, but payment of a contractor or consultant in accordance with the terms of an approved contract is authorized without further Governing Board approval.

4. Approvals of expenditures for travel, conference and business-related activities and reimbursement of Governing Board Members and Agency staffemployees for such expenditures shall be governed by the Travel, Conference and Business Expense procedures to be adopted by the Agency.

Section C. Books and Accounts - A full and complete record of all financial transactions of the Agency shall be maintained by the Managing Director, with the support of the Auditor-Controller and Treasurer in accordance with practices established by, or consistent with those utilized by the Controller of the State of California for like public agencies. In particular, the Managing Director or designee, with the support of the Auditor-Controller and Treasurer, shall comply with the requirements of the statute governing joint power agencies, Chapter 5, Division 7, Title 1 of the Government Code commencing at Section 6500.

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LOSSAN Corridor Rail Agency Bylaws, 2012. 15

Section D. Audit Reports - The Managing Director or designee and the Auditor shall cause to be prepared by an independent Certified Public Accountant an audit of the financial transactions and records of the Agency for the preceding year. The audit shall be presented as soon as practical after the close of each fiscal year. In addition, the Managing Director or designee shall prepare and file with the Agency quarterly reports as stated in Article IV, Section G6m(4). H6q(3).

Section E. Investment of Funds - All funds of the Agency from whatever source shall be deposited with the Treasurer who shall have custody of the funds. All funds of the Agency will be invested in the manner and upon the conditions set forth in Government Code Section 53601. In the event that receipt of funds from a particular source shall be conditioned upon investment requirements for those funds, and furthermore, that those requirements do not conflict with Government Code Section 53601, the Treasurer shall invest such funds in compliance with the requirements of the funding source.

Section F. Should any provision of these Bylaws be found invalid or unenforceable, the decision shall affect only the provision interpreted, and all remaining provisions shall be severable and enforceable.

ARTICLE VIII - AMENDMENTS

Amendments to these Bylaws may be proposed by a Governing Board MemberRepresentative. The Amendment shall be submitted to the Governing Board at a meeting at least one month prior to the meeting at which the Amendment is voted upon. A supermajority vote (eight (8) affirmative votes) of the voting membership of the Governing Board including at least one vote from each of the regions identified in Section H is required to adopt an Amendment.

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LOSSAN Corridor Rail Agency Bylaws, 2012. 16

[AGENCY NAME HERE]

Chair

Date

I HEREBY CERTIFY that the attached is a true and correct copy of the original document approved by the Board of Directors:

Clerk of the Board

Date

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Los Angeles – San Diego – San Luis Obispo (LOSSAN) Rail Corridor Agency

JOINT POWERS BOARD

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August 30, 2012

AGENDA ITEM NO.: 7Action Requested: APPROVE

MANAGING AGENCY PROPOSED SELECTION PROCESS AND TIMELINE File Number 3400600

Introduction Per the Board of Directors’ request at their June 18, 2012, meeting, staff has developed a proposed process and timeline for selecting a member agency to serve as the LOSSAN Managing Agency, pending the outcome of Senate Bill 1225 (SB 1225). This proposal, included here as Attachments 1 and 2, has been reviewed by a staff working group (LOSSAN, NCTD, OCTA, VCTC, and SBCAG) and the Chief Executive Officers (CEOs).

Overall, staff has taken a relatively informal Request for Proposals (RFP) approach to this selection, where interested member agencies will be asked to submit a brief proposal outlining their approach to the proposed scope of work including transition plan, negotiations with the state on the Interagency Transfer Agreement, and staffing plans. The initial review of proposals could be done by a working group appointed by the LOSSAN Chair. SANDAG, which is not planning to submit a proposal, would continue to provide staff support for this effort.

The proposed schedule calls for the RFP to be submitted to all LOSSAN member agencies by October 1, 2012, or earlier depending on the outcome of SB 1225. It is anticipated that the Board of Directors would consider approving a Managing Agency at their December 2012 meeting. Recommendation

The Board of Directors is asked to approve the proposed selection process and RFP, in substantially the same form as Attachments 1 and 2, respectively. Discussion

The staff working group and CEOs provided the following input on the major outstanding items related to the RFP:

1. All LOSSAN voting, ex-officio, and technical members should be eligible to submit proposals.

2. Costs for the start-up period, estimated at approximately $500,000 and based on the experience of the Capitol Corridor, should be shared between voting member agencies. A similar strategy was used to complete the Corridorwide Strategic Implementation Plan. The CEOs have reviewed a handful of alternative funding strategies and continue to discuss the most appropriate.

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3. Revisions were made to the selection criteria, including the addition of a category for

Program Costs and points awarded to this new category.

4. Revisions were made to the LOSSAN JPA Organizational Chart, including changes to the sample reporting relationships.

5. Change from staff appointing the working group to the Chair appointing the working

group and suggestions for membership.

6. Minor revisions to the schedule to allow for passage and signing of SB 1225 before proceeding with the RFP.

Attachments: 1. Revised Draft Proposed Process and Timeline for Selection 2. Revised Draft Request for Proposals Key Staff Contact: Linda Culp, (619) 699-6957, Linda.Culp@sandag.org

Attachment 1

1

PROPOSED SELECTION PROCESS AND TIMELINE

Revised Draft: 8/21/12

MANAGING AGENCY TO OVERSEE STATE-SUPPORTED INTERCITY PASSENGER RAIL SERVICE

FOR THE LOS ANGELES-SAN DIEGO-SAN LUIS OBISPO (LOSSAN) RAIL CORRIDOR

Task Primary Responsibility

Schedule

Develop Draft Process and Timeline, Draft Request for Proposals (RFP)

Staff July 6

Review Draft Process, Timeline and RFP CEOs July 9, July 24, Aug 15

Discuss Revised Draft Board July 16

Approve Process and Timeline, RFP

Direct the LOSSAN Chair to form a working group to evaluate the proposals.

Board August 30

Issue RFP to Member Agencies Staff not later than October 1

Proposals Due Member Agencies

November 9

Reviews/Scores Proposals, Develops Recommendation to CEOs

Working Group November 28

Develop Recommendation to Board of Directors CEOs December 10

Approval Board December 17

Start Date Board; Managing Agency

February 1, 2013

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Attachment 2

2

REQUEST FOR PROPOSALS

Revised Draft: 8/21/12

MANAGING AGENCY TO OVERSEE STATE-SUPPORTED INTERCITY PASSENGER RAIL SERVICE

FOR THE LOS ANGELES-SAN DIEGO-SAN LUIS OBISPO (LOSSAN) RAIL CORRIDOR

A. Project Description

The purpose of this request for proposals (RFP) is to determine the most qualified agency to serve as the Los Angeles-San Diego-San Luis Obispo (LOSSAN) Rail Corridor Agency Managing Agency to oversee the state-supported intercity passenger rail service in the corridor, pending the outcome of Senate Bill 1225 (SB 1225), which authorizes the LOSSAN agency to take on these responsibilities. The following is an overall timeline for the transition from the current responsibility by Caltrans to the LOSSAN Agency:

August/September 2012 Assume Legislature Passes/Governor Signs SB 1225

December 2012 Board of Directors Identifies Managing Agency

Board of Directors Requests Member Agency Approvals of Joint Powers Agreement (JPA) and Bylaws

January 1, 2013 Effective Date of SB 1225

Member Agency Approvals of JPA and Bylaws (Dec 2012-Jan 2013)

February 1, 2013 Administrative Services Agreement between LOSSAN and Member Agency to serve as Managing Agency

June 30, 2014 Deadline for State and LOSSAN Agency to negotiate and finalize an Interagency Transfer Agreement (ITA), which details the transfer of roles, responsibilities, and budget. (Note – this date is pending the final version of SB 1225).

The LOSSAN Joint Powers Authority Board of Directors seeks qualified proposals from LOSSAN member agencies to serve in this capacity for an initial term. LOSSAN voting, ex-officio, and technical members are eligible to submit proposals. The overall duties of the Managing Agency are summarized below.

B. Managing Agency Duties

According to the above schedule and the draft amended JPA, a member agency shall serve as Managing Agency for (1) a start-up period beginning January 1, 2013, and (2) an initial three-year term beginning with the effective start date of the ITA (e.g., the member agency could serve a maximum of 4½ years – January 1, 2013 through June 30, 2017 - if the ITA is not signed until June 30, 2014).

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3

In that capacity, the member agency shall provide all necessary administrative support to the LOSSAN Agency as follows:

• The Managing Director, to be appointed by the Governing Board, shall be an employee of the Managing Agency. The Managing Director shall be an officer of the Agency and shall lead the administrative support duties for the LOSSAN Corridor Rail Service. Employees of the Managing Agency who have as their responsibility the support of the LOSSAN Corridor Rail Service shall report to the Managing Director. The Managing Director shall solicit the input and participation of the other agencies and endeavor to achieve consensus while providing administrative support to the Agency.

• The Managing Agency, through the Managing Director, staff dedicated to serve the LOSSAN Corridor Rail Service and shared Managing Agency administrative support services, will perform the following duties regarding the administrative support of the Agency:

• Negotiate and recommend the award of all necessary agreements for the LOSSAN Agency, including but not limited to the ITA, agreements for the provision of passenger rail services, and use of tracks and other facilities, subject to approval by the LOSSAN Board.

• Manage all agreements entered into by the LOSSAN Agency.

• Implement projects contained in the approved Capital Improvement Program unless the administration of particular capital projects is more appropriately managed in another manner, such as by an individual member agency or a local government, as determined by the LOSSAN Board.

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

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

• Seek, obtain and administer grants, subject to the provisions of the JPA.

• Develop and implement marketing programs.

• Prepare and submit financial reports.

• Prepare an annual Business Plan for approval by the LOSSAN Board.

• Report regularly to the LOSSAN Agency regarding LOSSAN Corridor issues.

• Recommend changes in intercity fares and the collection of fares to the LOSSAN Agency.

• Recommend changes in scheduling and levels of service to the LOSSAN Agency.

• Prepare and implement changes in scheduling and fares, subject to appropriate required public involvement.

• Prepare capital and operating budgets for presentation to the LOSSAN Agency.

• Facilitate interaction with other entities involved in operation, construction and renovation of the corridor intercity service.

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4

• Negotiate with any other public or private transportation providers as necessary to ensure coordinated service with the corridor intercity service.

C. Scope of Work

Proposals should detail the member agency’s approach to the following tasks including a timeline and proposed budget needed to accomplish the task:

Task 1: Negotiate an Administrative Services Agreement with the LOSSAN Agency to serve as the Managing Agency.

Task 2: Transition the staff support role for the LOSSAN Board of Directors, Executive Committee, and Technical Advisory Committee from the San Diego Association of Governments (SANDAG) to the Managing Agency.

Task 3: Represent the LOSSAN Agency in negotiations with the State of California on the ITA, which has a deadline for execution of June 30, 2014. This includes full management, technical, and legal support for this effort on behalf of the LOSSAN Agency.

Task 4: In conjunction with the LOSSAN JPA Board of Directors, hire and house the initial Intercity Rail Management Team (IRMT), including the Managing Director.

Task 5: Develop a detailed staffing plan, which identifies both the initial IRMT to negotiate with the state and set up the Managing Agency and the final IRMT to oversee the daily intercity rail operations of the corridor after June 30, 2014. Furthermore, a discussion of the shared positions between the Managing Agency and Member Agency needs to be included. As a starting point, it is recommended to consult these sections of the LOSSAN Corridorwide Strategic Implementation Plan (April 2012), provided here as Attachment 2A. This section should include a description of positions and personnel to be assigned to those positions and the process for hiring.

Task 6: Develop a brief outline of strategies that could be initiated in the Initial Term of the JPA (three year period) to address ridership, revenue, on-time performance, service coordination, capital improvements and other priorities.

D. Special Considerations, if any.

Attachment 2A provides a sample reporting organization chart for the new JPA and Managing Agency. This is for informational purposes only, and proposers are encouraged to suggest improvements to this proposed structure. Proposals will be evaluated using the criteria shown in Attachment 2B. Overall, the proposal should provide an introductory section outlining the Member Agency’s understanding of the LOSSAN Corridor and summary of experience, a discussion of the agency’s approach to the Scope of Work (Tasks 1 through 6), and discussion of its capabilities and administrative qualifications and staffing plan. The Program Cost Template, provided with this RFP, showing all cost assumptions is required.

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5

E. Submittal Requirements Proposals are due on or before Friday, November 9, 2012 at 5:00 pm and can be mailed, emailed, faxed, or otherwise delivered to:

San Diego Association of Governments 401 B Street Suite 800 San Diego, CA 92101 Attn: Linda Culp, SANDAG Staff to LOSSAN Ph. (619) 699-6957 Fax (619) 699-1905 Linda.Culp@sandag.org

Proposals should be no more than 20 pages in length, including supporting documentation, resumes, etc.

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Attachment 2A LOSSAN JPA Organization Chart

Sample Reporting Relationships Sample 7/24/12

6

Managing Agency

LOSSAN JPA Board of Directors

Managing Director

Transportation Officer

Mechanical Officer

Engineering Officer

Deputy Director/ Director of Finance

Administrative Assistant

Assistant Mechanical

ff

Mechanical Compliance Inspector

Planning Manager

Marketing Manager

Marketing Assistant

General CounselBoard Secretary Treasurer  (Acc’t Mgr.  or existing MA Treasurer) 

Auditor‐Controller (existing  MA  Auditor  or contracted Auditor) 

Accounting Mgr.Accounting Ass’t. Procurement Ass’t. HR/Payroll Ass’t. 

Public Info. Officer 

= Shared Positions with Managing Agency

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Attachment 2B

7

CRITERIA USED IN EVALUATING PROPOSALS

All proposals must be completed and convey all of the information requested in order to be considered responsive. The proposals then will be evaluated on the basis of the criteria listed below. The total number of points used to score this proposal is 100.

Evaluation Criteria

Measure(s) Points

Capabilities 1. The agency should be large enough that it can fulfill its primary responsibilities, yet undertake this additional responsibility; sufficient administrative and technical capabilities 2. The agency should have available space to house the initial intercity rail management team (IRMT) staff and expand as necessary at little or no additional cost 3. The agency should have legal and government affairs expertise to help guide the IRMT in their negotiations with the state to affect an interagency transfer agreement (ITA) 4. The agency should have existing administrative support functions that can absorb the IRMT staff with minimal cost impact 5. The agency should be able to administer the financial and administrative functions to support the IRMT including human resources, develop and execute budgets, treasury, accounts receivable & payable, payroll, contracts/procurement, board secretarial and administrative duties, etc., in a cost effective manner (recognizing that the gross annual Pacific Surfliner intercity operating budget will be in the $130 million per year range, with net-of-revenue state support being in the $55-65 million range)

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Administrative Experience

1. The agency should have an understanding of, and experience in, administering capital projects (rail preferable), as such projects could reach a scope of hundreds of millions of dollars 2. The agency should have significant knowledge of and experience in federal capital grant processes, preferably in federal railroad administration (FRA) grants, and their reporting requirements 3. The agency should have significant familiarity with the California Department of Transportation-Division Of Rail (DOR), as the working relationship between the JPA, the IRMT staff in the managing agency and Caltrans DOR will remain integrated 4. The agency should have significant familiarity, experience and established relationships with CPUC and FRA 5. The agency should have significant familiarity with Amtrak (which crews the trains, staffs the stations, maintains the rolling stock and supervises operations) 6. The agency should have significant familiarity with and ability to negotiate with rail road owners/operators 7. The agency should have experience identifying, analyzing and managing risks related to operations and administration 8. The agency should be free of any appearance of a conflict of interest in the proper use and allocation of state-supported intercity rail funds.

20

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Attachment 2B

8

Evaluation Criteria

Measure(s) Points

Program Cost 1. The agency should propose a staffing plan, including the level of required and recommended experience and expertise of the IRMT staff. 2. The agency should identify the proposed cost of the program including staffing plan (e.g., salaries, benefits, and other related costs) using the Program Cost Template provided.

15

Corridor Experience

1. The agency and IRMT staff should physically be located in a place along the corridor. 2. The agency should have a clear understanding of the intercity corridor marketplace (as distinct from the ‘commuter rail’ market and ‘the long distance rail’ market), its intercity submarkets, opportunities for connectivity with other transit and rail services, and engage the professional IRMT staff to aggressively plan, manage and promote the corridor-wide intercity services

15

Total Points 100

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Amtrak Pricing Overview Sheryl Richards

August 2012

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Agenda Item #8 LOSSAN Joint Powers Board, August 30, 2012

Outline

• Pricing Overview

• Fare Structures

• State Working Relationships

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Pricing and Revenue Management functions and environment

• Pricing and Revenue Management functions

– Pricing: Sets price points by city pair; creates an environment that covers the range of possible demand sensitivity throughout seasons, days of week, and times of day

– Revenue Management: Implements inventory settings that capitalize on price points to maximize revenue for a given departure

– Decision Support: Develops alerting, analytic, and tracking systems as well as reports and ad hoc analyses.

• Two primary types of trains in the Amtrak system:

– “Reserved” & Revenue Managed: (Amtrak & Some States) - Most like: Southwest Airlines (reserved capacity, but no seat assignments) - Capacity limits shifts demand to other departures and protects product quality by

minimizing standees - Multiple prices for a given city pair allow for revenue management to capitalize on changes

in demand

– “Unreserved” and Not Revenue Managed: (Some States) - Most like: commuter rail or subway systems - No capacity limitations on sales mean trains may regularly operate with standees - Pricing controls very limited: only one price per departure (per city pair) means only

revenue management tool is “peak/off-peak”

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Pricing and Revenue Management Strategies

• Price points are determined by:

– Historical precedent (i.e., performance of existing prices) – Market response to prices; must establish fare structures that cover the range of

passenger price sensitivity

– Competitive forces - air, bus, car – Demand models that provide insights on ‘what if’ scenarios for ridership and

revenue impacts of fare changes

• Revenue Management relies on historical data to predict future demand

– Evaluate historical booking patterns, ticket lift, no-show rates, advance booking indicators, and seasonality

– Minimize capacity spoilage through overbooking

• Inventory allocations are based on a top-down approach

– Protect for the highest fare demand, followed by the second highest, and so on, until either demand or capacity is exhausted

– Integration of Decision Support Portal with web-based Tools and Applications

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Fare Structure – Pacific Surfliner, Los Angeles – San Diego

Coach Business

U (Peak) $37 $56

U (Holiday) $45 $64

• Unreserved structure with one fare available per city pair and service

• No inventory is associated with Coach Class; Business Class is reserved year round with inventory set at the capacity level

• Generally fare increases occur once a year unless market conditions warrant an additional increase

• Recent pricing strategy for increased revenue eliminated off-peak seasonal prices during the period of Sep 06, 2011 through May 24, 2012.

– Pricing change resulted is revenue growth of $2.3m (+8%) and ridership reduction of only 29.2k (-3%)

Rail Fare (U) + Accommodation fare = Business Fare

Fares as of August 20, 2012 subject to change

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Fare Structure – San Joaquin, Bakersfield to Fresno

Y $39

A $34

B $29

D $21

• Prices are assigned to buckets which enable allocation of seat availability for each individual price based on historical demand

• Logical differentials for coach and sleeper between each price point

• Multiple price points provide a price range that can satisfy a broader range of customers

– Revenue Management works within the given fare structure by setting seat availability that protects for highest revenue first to lowest revenue

Coach

Fares as of August 20, 2012 subject to change

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How Amtrak Pricing team works with State Partners

1. Pricing Advisor and Strategist

– Evaluate fare structures for new revenue opportunities using price elasticity models

– Estimate revenue and ridership impact of potential fare actions

– Prepare and share evaluative materials for discussion and decision with State

– Develop annual fare increase schedule

2. Execute Pricing Strategies and Tactics

– Calculate and release fare increases as scheduled and any agreed fare structure changes

– Release any agreed fare sale and promotional offers

– Track and measure impact of price changes

3. Revenue Management Expertise

– Develop and execute price bucket authorizations that allocate the number of seats available for specific price points and city pairs

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Questions?

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