Date: December 11, 2013

To: Board of Directors

From: Neil McFarlane

Subject: RESOLUTION 13-12-73 OF THE TRI-COUNTY METROPOLITAN TRANSPORTATION DISTRICT OF OREGON (TRIMET) AUTHORIZING THE TRANSFER OF VINTAGE TROLLEY CARS 511 AND 512 TO THE ST. LOUIS LOOP TROLLEY TRANSPORTATION DEVELOPMENT DISTRICT

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1. Issue or Purpose of Item.

The purpose of this item is to request that the TriMet Board of Directors (“Board”) authorize the General Manager to execute an agreement with the St. Louis Loop Trolley Transportation Development District (“Loop Trolley”) transferring Vintage Trolley cars 511 and 512 to the Loop Trolley, subject to approval by the Federal Transit Administration (“FTA”).

2. Reason for Board Action.

Board authorization for this transfer is required by FTA Circular 5010.1D, Grant Administration Requirements. The attached Resolution authorizing this transfer includes specific content required by Chapter IV, Section 3(l)(7)(b) of FTA Circular 5010.D.

3. Background.

In August 2013, Loop Trolley contacted TriMet, expressing interest in using TriMet's Vintage Trolley cars for operation on the new Loop Trolley Project (“Project”), which will bring heritage streetcar service to downtown St. Louis. The Project is scheduled to begin construction in early 2014 and begin operations in mid-2015, and will run 2.2 miles along Delmar Boulevard and DeBaliviere Avenue in downtown St. Louis, with 10 stops, including two connecting with St. Louis MetroLink light rail. The Project has $25 million of FTA grant funding, and a total Project budget of $43 million.

Loop Trolley representatives visited TriMet early in September 2013 to assess the suitability of TriMet's Vintage Trolley cars for the Loop Trolley. Because they found that the cars are ideally suited for the Project, TriMet, Loop Trolley, and FTA engaged in discussions for a proposed agreement to transfer Vintage Trolley cars 511 and 512 to Loop Trolley.

The Vintage Trolley cars were purchased by TriMet in 1989 using FTA grant funds associated with the Banfield light rail project. They have been operated as supplemental service on the MAX

line in central Portland since 1991, mostly on weekend days. Key points in the history of the Vintage Trolley cars are listed in Attachment A.

TriMet has considered Loop Trolley’s request to transfer the Vintage Trolleys for the following reasons. Over the years, as the MAX light rail system has added lines and service frequency, Vintage Trolley supplemental service has increasingly become incompatible with MAX operations and TriMet's core transit service. Since 2011, TriMet has operated Vintage Trolley supplemental service just seven or eight Sundays per year, circulating on the Portland Transit Mall. With the opening of the Portland-Milwaukie (Orange) line in September 2015, combined MAX frequencies along the Mall will increase. Therefore, TriMet believes a future use for the Vintage Trolleys which is off of the MAX light rail system would be the best resolution for both MAX service reliability and for public enjoyment of the Vintage Trolleys. In addition, TriMet wishes to re-purpose the Vintage Trolley car barn located at the Rose Quarter MAX station as a MAX operations support facility. The trolley barn is centrally-located to the core of the light rail system, and would allow for more efficient deployment of trackway maintenance crews and for rapid response to trackway emergencies compared to the relatively distant Ruby Junction and Elmonica MAX operating facilities.

Key provisions of the proposed agreement between TriMet and St. Louis Loop Trolley to transfer Vintage Trolley cars 511 and 512 to the Loop Trolley are as follows:

• Loop Trolley will bear all costs and risks to transport Vintage Trolley cars 511 and 512 to St. Louis and prepare them for operation on the Loop Trolley line. • With FTA approval, TriMet will transfer the remaining depreciated FTA 80 percent interest in the cars from one FTA grantee (TriMet) to another (Loop Trolley). Based on TriMet's past operation of the cars, which has been mostly on weekend days, the FTA has deemed that 17 years remains of their 25-year transit railcar useful life, as defined by FTA Circular 5010.1D. Therefore, the remaining depreciated FTA 80 percent interest that will be transferred from TriMet to Loop Trolley will be 17/25 x 80% x the cars' $923,800 original purchase price, or $502,547. • The cars' corresponding remaining depreciated 20 percent local share interest, upon transfer to Loop Trolley, will be $125,637. The proposed agreement provides that Loop Trolley will pay $80,000 to TriMet on the date the cars are first placed into test operation on the Project, as satisfaction in full for the remaining local share interest. TriMet is not requiring full compensation from the Loop Trolley for the remaining local share interest, in support of the Project as a FTA-assisted project, and because the transfer provides for an excellent "second life" for the Vintage Trolleys, off of the MAX light rail system before the Portland- Milwaukie (Orange) line opens in Fall 2015. • TriMet will retain an option for Loop Trolley to return the cars to TriMet after 10 years of operation on the Project. Loop Trolley is committed to good-faith efforts during the 10 years to acquire replacement cars, enabling TriMet to exercise the return option. Returning the cars to TriMet at 10 years would be subject to (1) FTA approval, which in turn would depend on TriMet having a public transportation need for the cars at that time, (2) TriMet reimbursement to Loop Trolley of the then remaining depreciated local share interest, and (3) TriMet bearing the cost to transport the cars from St. Louis back to Portland. • In conjunction with the TriMet option for return of the cars in 10 years, Loop Trolley will consult with TriMet regarding any modifications that Loop Trolley wishes to make to the cars; Loop Trolley has an affirmative duty to maintain the cars; and TriMet may inspect Loop Trolley's maintenance of the cars.

TriMet has requested the option for return of the cars in 10 years because of the “Council Crest cars” heritage of the Vintage Trolleys for Portland, and because a public transportation need for the cars may exist at that time, such as service on the Willamette Shore Line.

4. Options.

The Board could opt not to approve the Resolution. This option would retain the status quo, meaning TriMet would retain Vintage Trolley cars 511 and 512. However, the status quo option would not solve the ultimate need to find a future use for the Vintage Trolleys off the MAX light rail system, due to growth in light rail service. The opportunity for TriMet to re-purpose the trolley barn facility for MAX service support would also be indefinitely delayed. Furthermore, Loop Trolley has stated that there is significant risk that the Project might be unable to proceed without the proposed transfer and the use of the Vintage Trolley cars. Staff believes approval of the Resolution for the proposed transfer is the best option for the reasons set forth above.

5. Recommendation.

The General Manager recommends approval of the Resolution.

BOARD MEMORANDUM TO RESOLUTION 13-12-73 ATTACHMENT A

Vintage Trolley History

The following are key points in the history of the Vintage Trolley cars:

• The Vintage Trolleys are replicas of the “Council Crest” trolleys that operated in Portland until 1950. During the 1980s, in association with the Banfield light rail project, a plan was developed to acquire the Vintage Trolleys and operate them as supplemental service on the Eastside MAX line between Lloyd Center and downtown Portland. $2.05 million in 80% grant funding from the Urban Mass Transportation Administration (now the FTA) and $0.5 million in local match funding provided for two Vintage Trolley cars, as well as the track, signals, electrification and trolley barn elements that were added to the Banfield light rail project to provide for the Vintage Trolley operations.

• In 1987, a non-profit corporation named Vintage Trolley, Inc. (“VTI”) was formed to contract with the City of Portland (“City”) to administer a Vintage Trolley trust fund, with the money raised though a local improvement district along the Vintage Trolley route and through donations from private sponsors, and to contract with TriMet to operate the Vintage Trolley service, using trust fund proceeds to reimburse TriMet's operating costs.

• In March 1989, TriMet awarded a $923,800 contract to the Gomaco Trolley Company of Ida Grove, Iowa for two Vintage Trolley cars. Cars 511 and 512 were delivered in 1991 and were placed into weekend service November 23, 1991. Subsequently, the contract was amended to provide two additional Vintage Trolley cars (513 and 514) at the request of VTI and using local funding, primarily from the Vintage Trolley trust fund.

• During the 1990s, TriMet, the City and VTI came to understand that as the MAX light rail system added additional lines and service frequency, the Vintage Trolley supplemental service would eventually conflict with MAX service. In May 1994, TriMet, the City and VTI agreed to increase Vintage Trolley service to seven days a week, recognizing that this would draw down the Vintage Trolley trust fund, and agreed to plan transfer of Vintage Trolley operation to the City Streetcar system, which was in the planning stages at that time.

• In June 1998, TriMet and VTI agreed that following the September 1998 startup of the Westside light rail project and depletion of the Vintage Trolley trust fund, TriMet would continue to operate Vintage Trolley service one weekend day per week, March through December. Initially the weekend day was Saturdays from approx. 10am to 6pm; then in later years it changed to Sundays, due to increased MAX train traffic and ridership on Saturdays.

• In April 2001, TriMet and the City agreed to convey Vintage Trolley cars 513 and 514 to the City for use on the City's Streetcar system, which began weekend Vintage Trolley service upon Streetcar system startup in July 2001. Vintage Trolley service on the Portland Streetcar system continued until the March 2005 opening of the Riverplace extension of the Streetcar system. The City discontinued operation of Vintage Trolley service on the Streetcar system at that time, due to capacity and boarding time concerns as Streetcar system ridership increased. In March 2009, the City reconveyed Vintage Trolley cars 513 and 514 to TriMet.

• In July 2008, VTI and TriMet agreed to relocate Vintage Trolley weekend service to a new light rail track alignment circulating the Portland Transit Mall, as of TriMet's September 2009 startup of the I-205/Portland Mall Green Line. This service operated with one Vintage Trolley on Sundays March through December from approx. 10am to 6pm from September 2009 through 2010. Then, in 2011, as part of general TriMet service reductions necessitated by economic conditions, TriMet reduced the Vintage Trolley Transit Mall circulator service to seven or eight Sundays per year, on the Sundays closest to Memorial Day, July 4, and Labor Day, plus Sundays between Thanksgiving and Christmas.

• In March 2009, VTI and the City of Lake Oswego requested that TriMet convey locally-funded Vintage Trolley cars 513 and 514 for use on the Willamette Shore Line, which was agreed upon February 28, 2013.

• TriMet has continued to operate Vintage Trolley cars 511 and 512 seven to eight Sundays per year since 2011.

• In August 2013, Loop Trolley contacted TriMet, expressing interest in TriMet's Vintage Trolley cars 511 and 512, for transfer for use in the Project.

RESOLUTION 13-12-73

RESOLUTION OF THE TRI-COUNTY METROPOLITAN TRANSPORTATION DISTRICT OF OREGON (TRIMET) AUTHORIZING THE TRANSFER OF VINTAGE TROLLEY CARS 511 AND 512 TO THE ST. LOUIS LOOP TROLLEY TRANSPORTATION DEVELOPMENT DISTRICT

WHEREAS, TriMet has authority under ORS 267.200 and ORS Chapter 190 to enter into an agreement with the St. Louis Loop Trolley Transportation Development District (“Loop Trolley”) transferring Vintage Trolley cars 511 and 512 to Loop Trolley (“Agreement”); and

WHEREAS, the Agreement shall be subject to approval by the Federal Transportation Administration (“FTA”);

NOW, THEREFORE, BE IT RESOLVED:

1. That the Agreement shall be in conformance with applicable laws, and applicable FTA requirements.

2. That Vintage Trolleys 511 and 512 are no longer required for TriMet service.

3. That the remaining FTA interest in Vintage Trolleys 511 and 512, being transferred to Loop Trolley, is valued at $502,547.

4. That the General Manager or his designee is authorized to execute the Agreement and any other documents necessary to effect the purposes of the Agreement.

5. That the General Manager or his designee is authorized to submit the Agreement and related information to FTA, for its approval.

Dated: December 11, 2013

Presiding Officer

Attest:

Recording Secretary

Approved as to Legal Sufficiency:

Legal Department