1280 South Anaheim Blvd., Anaheim, CA 92805 714-563-5287 714-563-5289—fax www.RideArt.org

Anaheim Transportation Network Board of Directors Meeting Minutes Wednesday, February 22, 2012 3:00 P.M. – 5:00 P.M.

Anaheim Convention Center – Room 203B 800 West Katella Avenue, Anaheim, CA 92802

Board members in attendance: Tom Morton, City of Anaheim Fred Brown, Desert Palms Hotel Grant Dawdy, Walt Disney Company Peter Houck, Anaheim GardenWalk Marcus Borman, Anaheim Marriott Bill O’Connell, Stovall’s Hotels Sven Grunder, Holiday Inn Anaheim Resort Paul Sanford, Anabella Hotel

ATN Staff Present: Diana Kotler, Anaheim Transportation Network Lita Aguilar, Anaheim Transportation Network

Legal Counsel: Pam Lee, Aleshire & Wynder, LLP

Ex-Officio Members: Robert Johnson, MV Transportation, Inc.

ATN Members Present: Larry Slagle, Yellow Cab of No. Orange County Diane Slagle, Western Transit Systems Linda Johnson, City of Anaheim

Members of the Public Present: Mark Feary, Sue Zuhlke, OCTA Jim Garber, Victory Communications Bill Long, Victory Communications Melinda Andrade, CPA Curt Pringle, CPA

AGENDA

PUBLIC HEARING:

Call To Order: ATN Board of Directors Public Hearing meeting called to order at 3:09 pm

The ATN Board of Directors opened its February 2012 Board of Directors meeting with a public hearing to consider new proposed Anaheim Resort Transit routes 18 and 19.

Route 18 -- service between the Anaheim Resort District and the City of Buena Park. The proposed new service is being considered to improve travel options and connectivity between major Orange County destinations and service for the employees of the Anaheim Resort and Buena Park business establishments.

Route 19-- service between the Anaheim Resort District and the City of Santa Ana. The proposed new service is being considered to improve travel options and connectivity between major Orange County destinations and service for the employees of the Anaheim Resort and Santa Ana business establishments.

Staff made a presentation providing detailed operations, financial and outreach information for consideration of ART service expansion for both, Buena Park and Santa Ana routes. As presented, Buena Park route would be slated for commencement on April 1, 2012, with the Santa Ana commencement planned for later part of 2012. Based on the received public comments for consideration of the ART route 19 to Santa Ana destinations, representatives from the Discovery Science Center and MainPlace Mall requested for the Board to consider Route 19 start-up at the same time as Route 18, on April 1, 2012. Staff advised the representatives from Discovery Science Center and MainPlace Mall that the start-up date for Santa Ana Route 19 could be changed to accommodate this request. No other public comments were received. ATN Board of Directors continued the Public Hearing to the next ATN Board meeting on February 22, 2012 in an effort to complete all public workshops scheduled for the month of February 2012 and receive any additional written and/or oral comments. Upon completion of public input process in February 2012, the ATN Board of Directors will take final action in regard to Route 18 and 19 at its March 28, 2012 Board of Directors meeting. Meantime, the ATN staff will continue to work on the operations, contractual and public outreach efforts.

Public Hearing Closed at 3:25 pm. The ATN Board of Directors instructed staff to proceed with service expansion and prepare contractual documents and other supporting information for final ATN Board consideration and approval at the ATN’s Board of Directors meeting on March 28, 2012.

Call To Order: ATN Board of Directors meeting called to order at 3:25 pm

Reports: All agenda items and reports were available for review at the Anaheim Transportation Network office. Any writings or documents provided to a majority of Anaheim Transportation Network Board Members regarding any items of this agenda (other than writings legally exempt from public disclosure) will be made available at the Anaheim Transportation Network, located at 1280 South Anaheim Blvd., Anaheim, CA 92805 during regular business hours.

Additions/Deletions to the Agenda – Staff informed the Board that there were no additions or deletion from the agenda

Public Comments –This is the opportunity for members of the public to speak on any item under the jurisdiction of the ATN Board of Directors or public comments on any agenda item. No public comments were received at the February 22, 2012 meeting.

Consent Calendar:

Items 1 – 5 on the consent calendar will be acted on by one roll call vote unless members of the ATN Board of Directors, staff or the public request the item to be discussed and/or removed from the consent calendar for separate action:

1. Receive and approve minutes of the ATN Board of Directors and General Membership meeting held on Wednesday, January 25, 2012

2. Receive and file status report pertaining to the Anaheim Transportation Network operations ATN Focus Area Reports – January 31, 2012

3. Receive and approve ART Operating Reports through January 31, 2012

4. Receive and file ATN membership report

5. Receive and close financial reports for the period of December 2011. File draft financial reports for the period of January 2012

END OF CONSENT CALENDAR

By Motion (Morton/Sanford), the Board approved Consent Calendar

AYES: 8 NOES: 0 ABSTAIN: None

END OF CONSENT CALENDAR

BOARD WORKSHOP:

6. Update and Discussion concerning ATN Re-Structuring Study. Review of public and stakeholder comments and governance options. Presentation by Transportation Management and Design (TMD) and BBK, LLC. Presentation materials will be provided at the meeting

TMD staff provided an overview for the Board of the progress associated with the ATN Re- Structuring Study concentrating on the upcoming ATN capital needs as well as an overview with the service summaries. Steve DeBaum with BBK provided an overview of the institutional structure concepts. The potential institutional re-structure concepts range in alternatives from status quo to the reorganization to options such as municipal transit service to Joint Powers Authority. All options will require amendments to the Articles of Incorporation to include expanded ATN service area and future involvement with service expansion.

NO ACTION REQUIRED – RECEIVE AND FILE REPORT

OPERATIONAL REPORT:

7. ART operational update – monthly report provided by MV Transportation, Inc.

Robert Johnson, General Manager with MV Transportation, Inc. made a presentation to the ATN Board of Directors highlighting recruitment efforts and intention of continuing to meet operational needs of the Anaheim Resort Transit Service. Currently 31 drivers are in the training class as part of the MV’s effort to staff-up for the upcoming Spring Break peak season. Mr. Johnson also informed the ATN Board of Directors the division is preparing for upcoming conventions, such as Natural Products. Equipment and staff will be ready for the Natural Products.

ACTION CALENDAR:

8. Authorization to proceed with the procurement of twenty (20) Compressed Natural Gas (CNG) buses as part of the federal State of Good Repair, Clean Fuel grants and Mobile Source Air Pollution Reduction Review Committee (MSRC) 2010 and 2011 funding awards for a total amount not to exceed $4,365,438

a. Authorize staff to enter into the Best and Final Offer (BAFO) negotiations with pre-approved bus manufacturers, as part of California Association for Coordinated Transportation (CalAct) Cooperative Vehicle Purchasing Consortium; and

b. Approve final procurement recommendation, Option #4, for the purchase of (20) Compressed Natural Gas (CNG) buses and on-board electronic equipment, such as Automated Vehicle Location (AVL) system, Global Positioning System (GPS), Automated Voice Annunciation system, LED Head Signs, and Validating GFI Farebox system.

Staff presented the ATN Board of Directors with several options for the award of the Bus Purchase and Electronic Equipment Purchase agreements. The available options were as follows:

Option 1 – Purchase 20 cut-away 32’ buses and return $701,563 funds to FTA Option 2 – Purchase 23 cut-away 32’ buses, return $49,783 funds to FTA and request grant amendment for the purchase of additional three buses Option 3 – Purchase 24 cut-away 32’ buses, incur funding short-fall of $134,165, and request grant amendment for the purchase of additional four buses Option 4 – Purchase 17 cut-away 32’ buses and three (3) low floor BRT buses, use $85,319 available from the FY2010 5307 funding allocation. Grant amendment to the FTA is not needed under this scenario.

The ATN Board of Directors, by Motion (Morton/Brown) approved staff recommendation, Option 4, for the purchase of 20 new buses and related electronic equipment.

AYES: 8 NOES: 0 ABSTAIN: None

9. DISCUSS STATUS OF THE ATN LOCATION. EVALUATE CURRENTLY AVAILABLE OPTIONS NO ACTION REQUIRED – INFORMATIONAL ITEM

a. Existing Location b. OCTA Garden Grove Bus Base c. Temporary Location

Staff informed the Board that the existing location is the preferred option for the ATN. RDA disposition committee will be appointed by the appropriate agencies by April 15, 2012. Other options available to the ATN will be a maintenance agreement with OCTA. Staff discussed with OCTA the options of using OCTA’s Garden Grove Bus Base and this presents a short-term (4 to 5 years) viable alternative. This option will be pursued, if necessary, and upon available finding from the RDA disposition committee. Preliminary discussion with City of Anaheim and Walt Disney Company may present a longer-term possibility in the context of future ACR development and final alignment options. The association with the ARC development project, may present a permanent solution for the ATN’s maintenance and operational facility.

NO ACTION REQUIRED – INFORMATIONAL ITEM

10. Approve ATN Investment Strategy for reserve and capital improvement funds. Approve Resolution authorizing ATN to enter into a business relationship with UBS Financial Services, Inc. for the sole purpose of establishing Certificate of Deposit accounts to ensure that all ATN cash balances are maintained in accounts fully covered by Federal Deposit Insurance Corporation.

Based on the Fiscal Year 2010/2011 financial audit, the ATN’s auditors identified areas of Concentrated Risk pertaining to the maintenance of cash balances without adequate FDIC coverage. As of June 30, 2011, the ATN held $826,122 in non-interest bearing accounts. As of January 31, 2012, the ATN maintains on deposit over $1.3 million in non-interest bearing accounts. ATN needs to ensure that all of its cash balances are maintained in accounts fully covered by FDIC Transfer of funds from current accounts into Certificate of Deposit (CDs) in amounts not to exceed $250,000. The ATN needs to maintain approximately $800,000 in cash to continue its operations. The remaining 1.3 million should be invested in CD’s and be fully insured by FDIC. Maturity shall be structured to provide necessary liquidity and emergency need for cash. ATN should acquire six (6) Certificates of Deposit with current value of $216,000 each. The ATN staff recommended opening Certificates of Deposit with UBS, connecting existing Bank of America and, to be established, UBS accounts.

By Motion (Sanford/Borman) the ATN Board of Directors approved staff recommended ATN Investment Strategy.

AYES: 8 NOES: 0 ABSTAIN: None

11. Authorize ATN staff to execute Cooperative Inter-Agency Fare Transfer Agreement with Regional Rail Authority (SCRRA/Metrolink) for allow transfers between Metrolink trains and ART service.

The Cooperative Inter-Agency Fare Transfer Agreement with Southern California Regional Rail Authority (SCRRA/Metrolink) would reimburse the ATN for providing rail feeder services from the Anaheim Stadium Train Station for passengers originating on Metrolink’s services and desiring to transfer to ATN’s service. Currently passengers must pay an originating fare in order to use ATN’s ART Route 15 service. The proposed Cooperative Agreement would facilitate transfers between the respective systems and provide greater convenience and mobility for public transportation users. The ATN would need to honor a valid Metrolink fare media as a day pass boarding within the ATN’s ART service, under the following conditions:

One-way tickets valid for the date of travel for boardings at Metrolink stations Round-trip tickets valid for the date of travel for boardings to/from Metrolink stations 7-Day and Weekend Passes on boardings to/from the Metrolink stations Monthly passes to/from Metrolink stations ATN shall be reimbursed at the rate of $2.00 for every Metrolink ticket holder per day based on the submitted quarterly reports for reimbursement

The ATN Board of Directors, by Motion (Sanford/Dawdy) approved staff recommendation to execute Cooperative Inter-Agency Fare Transfer Agreement with Southern California Regional Rail Authority (SCRRA/Metrolink) for allow transfers between Metrolink trains and ART service.

AYES: 8 NOES: 0 ABSTAIN: None

12. Appoint ATN Ad Hoc Finance Sub-Committee to begin deliberations for the 2012/13 ATN Operating Budget and ART fare re-structure

The following ATN Board members were elected to serve on the Finance Ad Hoc Committee:

Paul Sanford Sven Grunder Fred Brown Marcus Borman Jeff Morse

13. Other Business

a. Potential service expansion to Costa Mesa –

Mark Feary, representing South Coast Plaza, inquired about a potential for the ATN to serve South Coast Plaza. The ATN Board of Directors, in concept, authorized staff to continue discussion with South Coast Plaza.

14. Adjourn ATN Board of Directors Meeting – Meeting adjourned at 5:15 pm.

Next regular ATN Board of Directors meeting will take place at the Anaheim Convention Center Mezzanine Conference Room 800 West Katella Avenue, Anaheim, on Wednesday, March 28, 2012.

All agenda items and back-up materials are available for review at the ATN Office and on the ATN website at www.rideart.org.