Ernest Gutierrez, Chairman George Hunter, Vice Chairman Carol Herrera, Diamond Bar, SGVCOG Phil Marcellin, Industry Michael Antonovich, LA County Bob Bagwell, Montebello Harry Baldwin, San Gabriel Staff Rick Richmond, Chief Executive Officer Joe Silvey, Legal Counsel Sharon Neely, staff Lou Cluster, staff Girish Roy, staff Bruce Armistead, staff Cynthia Ambrose, staff Deanna Stanley, staff

Guests Jack Yoshino, City of Walnut David Varnam, Congressman Gary Miller Donna Lee, Southern California Edison Preston Kelly, Jacobs Engineering Allen Ude, Los Angeles County Department of Public Works

II. Pledge of Allegiance

Vice Chairman Hunter led the pledge of allegiance.

III. Approval of Minutes of May 21, 2007

A motion was made to approve the meeting minutes of May 21, 2007.
M/S/C: Marcellin/Baldwin/Gutierrez Abstained/Passed

IV. Public Comment

There were no public comments.

V. Chairman’s Report

Chairman Gutierrez highlighted discussions at the June 9 COG workshop held in West Covina. He referenced the ACE Project as the ‘crown jewel’ of the COG and stated that he was pleased that the project has continued to maintain bipartisan support as evidenced at the meeting. He reviewed goals discussed at the workshop and encouraged members continue to focus efforts on both state and federal funding for Phase II of the ACE project. He also reported a project tour was being planned for September for the COG board.

VI. Chief Executive Officer’s Report

Rick Richmond updated the Board of his continued participation in meetings held to discuss next steps for releasing state funds as passed in legislation. Components discussed at the last meeting included area definitions and matching requirements. He indicated staff was hopeful that the current 50% match requirement was something CTC would reconsider or be more flexible. He indicated the process was slow moving but staff would continue monitoring this matter.

Lou Cluster reviewed the progress photos of the Ramona Blvd and Sunset Avenue grade separation projects. Girish Roy review progress photos of the Brea Canyon Road grade separation project. Bruce Armistead reviewed progress photos of the Temple Avenue train diversion and East End Avenue grade separation projects. Chairman Gutierrez asked staff’s consideration of community satisfaction surveys for project-affected residents and businesses upon project completion. Mr. Richmond responded staff would follow up on this request.

VII. Approval of Amendment to Program Management Services Contract with Bechtel/Korve and Approval of Incremental Scope of Services for FY ‘08

Mr. Richmond reviewed the background of the Bechtel/Korve program management contract approved for the implementation of the ACE Project. The contract was approved in 1999 for a term of 96 months and expires in September 2007. He highlighted the scope of services of program management (contract administration, procurement, design and engineering support, environmental services, safety training, public outreach, construction scheduling, cost estimating and utility coordination), technical services (environmental permits and mitigation monitoring, hazardous material and water treatment program and railroad shoofly design), and right-of-way services (property acquisition, relocation, property management and excess property sales). He reviewed the anticipated status key deliverables of FY ’07 and proposed key deliverables for FY ’08. He summarized the task order budgets – program management ($3.1M), technical services ($439,843) and right-of-way ($2.6M). He reminded the board that right-of-way costs reflect an increase of property acquisitions and relocations as a result of the Baldwin Avenue grade separation project. He also indicated sales of surplus parcels would occur during this period for property in El Monte and Pomona. He recommended the contract for program management with Bechtel/Korve(DMJM) be extended through June 2008.

A motion was made to approve an amendment to the program management services contract with Bechtel/Korve(DMJM) joint venture to extend the term to June 30, 2008, and approve task order no. 7 for a revised for a revised total contract value of $50,599,281 as outlined in page 20 of the board agenda.
M/S/C/Hunter/Marcellin/Unanimous

VIII. Approval of Ongoing Authority Support Services Contracts & Annual Task Orders

Mr. Richmond summarized the tasks of the support services contracts. Womble, Carlyle, Sandridge and Rice and Capital Representation Group each provide support in monitoring legislation and regulations impacting the ACE Project. Padilla & Associates provides labor compliance and disadvantaged business outreach. First Southwest Company assists staff with financing requirements. Lopez & Company performs annual audits. CLMC, Inc., formerly Chris McGargil reviews Union Pacific Railroad invoices. BICEP performs risk management and coordination of ACE’s insurance program and Burke, Williams & Sorensen provides general legal services. He reminded the Board that based on forecasted project progress, task orders and budgets are prepared and reviewed annually for Board approval.

A motion was made to authorize the Chief Executive Office to amend or issue annual task orders for the following contracts for continuing support services from July 1, 2007 through June 30, 2008:

. Womble Carlyle for $193,281
. Capital Representation Group contract amendment for $65,000
. Padilla & Associates annual task order for $306,412
. First Southwest Company contract amendment for $18,000
. Burke, Willliams & Sorensen contract extension through FY ‘08
. CLMC Incorporated contract amendment for $72,000 and
. Lopez & Company contract amendment for $29,500

M/S/C/Baldwin/Marcellin/Unanimous

A motion was made to authorize the Chief Executive Officer to amend the contract of BICEP in the amount of $65,000. M/S/C/Marcellin/Baldwin/Hunter Abstained

IX. Approval of an Increased Contract Authorization for Hunt, Ortmann

Mr. Richmond reviewed the background and scope of services provided by Hunt, Ortmann. He indicated we have used this firm for construction litigation and fortunately have not had or anticipated major litigation until recently. In addition to assisting the contracts area in preparing IFB documents, they have been representing ACE on collecting on the performance bond related to the IRRIS project as well as handling a potential claim on the Nogales Street grade separation project. With the additional work required on these two items the previous budget will not support continuing services already occurred and through potential litigation.

A motion was made to authorize the Chief Executive Officer to increase the authorized amount for construction legal services by $223,437 to cover work that has occurred and continue support services with Hunt, Ortmann, Palffy, Nieves, Lubka,, Darling & Mah, Inc.
M/S/C/Hunter/Marcellin/Unanimous

X. Approval of Positions on State Legislation

Sharon Neely reviewed the status of various Senate and Assembly bills and indicated staff would continue to monitor and report progress as necessary. There was no action taken on this item.

XI. Recognition of Appreciation of Service of Carol Herrera

Chairman Gutierrez reported the COG recently held elections for new officers and member Herrera would be stepping down as COG representative on the ACE Board. He thanked Carol Herrera for her service on the Board and indicated her energy and ideas would be missed. The Board presented Ms. Herrera with a plaque and joined for a group photo.

XII. Closed Session

Joe Silvey announced the Board would adjourn to close session in accordance with Government Code Section 54956.9(b) to discuss two cases of anticipated litigation and (c) initiation of litigation, one case. In addition the Board would discuss the performance evaluation of the Chief Executive Officer in accordance with Government Code Section 54957.

The Board returned from closed session Joe Silvey and announced there was no reportable action taken.

XIII. Adjournment.

The meeting was adjourned at 3:24PM.