Called to order at: 9:40 a.m.

Directors/Alternates Present:

Jaime de la Vega
Yvonne Brathwaite Burke/Michael Bohlke, First Vice Chair
James Cragin/George Nakano, Second Vice Chair
Richard Alatorre/Nate Holden
Michael Antonovich/Nick Patsaouras
Hal Bernson
John Fasana/Beatrice La Pisto-Kirtley
Don Knabe/Robert Arthur
Jose Legaspi/Jackie Goldberg
Gloria Molina
Jenny Oropeza
Zev Yaroslavsky/Robert Abernethy
Larry Zarian/Jan Heidt
Tony V. Harris

Interim Chief Executive Officer - Julian Burke
Board Secretary - Georgia Hamilton
Inspector General - Arthur Sinai
General Counsel - County Counsel

1.	Consider approval of Consent Calendar Items 15 through 23
        Consent Calendar Addendum Items A through G

	(Consent Calendar Addendum - Items Approved Under Committee 
	Authority)

Directors voting - Bernson, Burke, Nakano, Knabe, Fasana, Oropeza, Yaroslavsky, Zarian, de la Vega (Conflicts: Item #17) - Knabe, Fasana, Yaroslavsky

2.	Consider approval of minutes of Special Board Meeting held 
	November 13, 1997.

Directors voting - Bernson, Burke, Knabe, Fasana, Oropeza, Yaroslavsky, Zarian, de la Vega, Alatorre, Cragin

3. 	Chief Executive Officer’s Report

Thanked the employees for their support and extended holiday greetings. Adopted resolution for Rae James, departing Executive Officer, Customer Services & Communication.

NON-CONSENT ITEMS

4.	BERNSON - Consider approving staff to work with the 
	Department of Transportation (DOT), to determine which 
	Smart Shuttle routes can be restructured to accommodate 
	ridership on major bus corridors in which weekend service 
	has been proposed for cancellation by the Metro and report 
	back in 30 days.

Directors Voting: Bernson, Burke, Cragin, Knabe, Fasana, Oropeza, Yaroslavsky, Zarian, de la Vega, Knabe, Fasana, Antonovich, Molina

5.	BERNSON - Receive report on funding designated by the State 
	legislation for transit in the San Fernando Valley and 
	commence an investigation on the whereabouts of the “Valley 
	Trust Fund.”

Directors Voting: Bernson, Burke, Cragin, Knabe, Fasana, Oropeza, Yaroslavsky, Zarian, de la Vega, Knabe, Fasana, Antonovich, Molina

6.	ALATORRE - Consider direction to the CEO to prepare a study 
	prior to the Board’s final consideration of the capital 
	budget on the feasibility of establishing a funding 
	allocation policy to include:

	A.	commencing with the adoption of the FY 1999 budget, 
		establish a policy to allocate at least 40% of 
		Proposition C Discretionary funds to fund capital 
		projects, including payments of principal and 
		interest on existing bonds for capital programs;

	B.	a determination of the amount of future bonding 
		capacity for capital programs that will be achieved 
		by the adoption of the aforementioned funding 
		allocation formula;

	C.	commencing with the adoption of the FY 1999 budget, 
		the establishment of a policy to allocate all 
		Proposition A Rail Development funds to fund rail 
		capital projects, including payments of principal 
		and interest on existing bonds rail construction 
		bonds; and

	D.	an assessment of the impact on other Metro programs 
		resulting from the adoption of all these funding 
		allocation formulas.

	E.	Assessment to be made on the alternative uses of such 
		funds for Countywide operations and services;

Directors Voting: Bernson, Burke, Cragin, Knabe, Fasana, Oropeza, Yaroslavsky, Zarian, de la Vega, Knabe, Fasana, Antonovich, Molina

7.	ALARCON - Consider approval for staff to begin discussion 
	with LADOT and other transit agencies as well as the cities 
	of San Fernando, Calabasas, Burbank, Glendale, Agoura Hills, 
	Santa Clarita and the County Dept. of Public Works to 
	further evaluate the benefits of a transit zone in the San 
	Fernando Valley and to determine: a) Metro’s allocated costs 
	for transit services in the San Fernando Valley, and b) the 
	method used to determine the allocation of funds in the San 
	Fernando Valley.

Directors Voting: Bernson, Burke, Cragin, Knabe, Fasana, Oropeza, Yaroslavsky, Zarian, de la Vega, Knabe, Fasana, Antonovich, Molina

8.	YAROSLAVSKY/ANTONOVICH - Response to Board request.  
	Receive and file report on San Fernando Valley service 
	options.

Motion was presented by Director Patsouras that no Metro director or staff travel outside the US, at Metro expense, to inspect any busway in Brazil.

9.	Consider authorizing the CEO to:
(PP 4)	
	A.	Enter into an Exclusive Negotiation Agreement 
		between TrizecHahn Centers Management, Inc. and the 
		LACMetro for a 180-day extension covering the 
		development of properties adjacent to Hollywood/ 
		Highland Metro Red Line Station;

	B.	Sign applications for development entitlements on the 
		Metro-owned property at the Hollywood/Highland Station.

	COMMITTEE RECOMMENDATION:  APPROVED AS AMENDED; DESIGN IS 
	SUBJECT TO APPROVAL OF Metro AND COUNCIL (DISTRICT 13-CITY OF 
	LA)

Directors Voting: Bernson, Burke, Cragin, Knabe, Fasana, Oropeza, Zarian, de la Vega, Knabe, Fasana, Antonovich, Molina Conflict, Yaroslavsky

10.	Consider award of contracts covering services in 
(EMC 	association with federal legislative advocacy support for a
3)	total cost of $332,314 the year ending December 31, 1998:

	MARC Asso. & Cliff Madison Govt. Rels.	$100,402
	American Continental Group		  90,152
	The Jefferson Group			  72,650
	Palumbo & Cerrell, Inc.			  69,110

	COMMITTEE RECOMMENDATION:  CEO is authorized to extend 
	current contracts up to 60 days and requested to make an 
	evaluation of the “best people” for our legislative 
	representation based upon the legislative plan and to work 
	with the Executive Management Committee to submit a final 
	recommendation to the Board through Executive Management 
	Committee.

Directors Voting: Bernson, Burke, Cragin, Knabe, Fasana, Oropeza, Yaroslavsky, Zarian, de la Vega, Knabe, Fasana, Antonovich, Molina

11.	Consider award of  contracts covering services in
(EMC 	association with state legislative advocacy support for a 
4)	total cost of $193,500 the year ending December 31, 1998:

	Capital Representation Group			$70,300
	Nielsen, Merksamer, Parrinello & Naylor		 57,130
	JEA & Associates				 40,850
	Nossaman, Guthner, Knox & Elliot		 25,250					

	COMMITTEE RECOMMENDATION:  CEO is authorized to extend 
	current contracts up to 60 days and requested to make an 
	evaluation of the “best people” for our legislative 
	representation based upon the legislative plan and to work 
	with the Executive Management Committee to submit a final 
	recommendation to the Board through Executive Management 
	Committee.

Directors Voting: Bernson, Burke, Cragin, Knabe, Fasana, Oropeza, Zarian, Knabe, Fasana, Antonovich, Molina ; 2 Conflict (Yaroslavsky, Riordan)

12.	Consider an increase to the Authorization for Expenditure 
	to Contracts EN032, International Technology Corporation, 
	EN030, CH2MHILL and EN031, Metcalf & Eddy, Inc., the 
	current panel of environmental waste services, covering 
	removal and disposal of hazardous substance contamination 
	on the East Side Extension in the amount of $2,360,000 
	$300,000 for a total AFE in the amount of $4,205,000. 
	$2,145,000

Directors Voting: Bernson, Cragin, Knabe, Fasana, Oropeza, Yaroslavsky, Zarian, Knabe, Fasana, Antonovich, Molina; 1 Absent (Burke); 1 Conflict (Riordan)

13.	Consider approval of:

	A.	Change Order No. 93 to Contract C0311 with Traylor 
		Bros./Frontier-Kemper, JV, in the amount of $619,175 
		which includes costs for ‘future work’ deferred by 
		the Board and covers a portion of the settlement of 
		Claim No. 6 as recommended by the Dispute Review 
		Board; and

	B.	an increase to the Authorization for Expenditure in 
		the amount of $619,175 for a revised AFE in the 
		amount of $167,158,974.

Directors Voting: Bernson, Cragin, Knabe, Fasana, Oropeza, Yaroslavsky, Zarian, de la Vega, Knabe, Fasana, Antonovich, Molina

14.	Consider approving the sale of property located at 5557 St. 
	Elmo Walk, Long Beach for approximately $248,000 net 
	proceeds as settlement in full of the mortgage loan.

Directors Voting: Bernson, Burke, Cragin, Knabe, Fasana, Oropeza, Zarian, de la Vega, Knabe, Fasana, Antonovich; 1 No Yaroslavsky

CONSENT CALENDAR ITEMS

15.	Consider:
(FB 1)	
	A.	adoption of the revised Metro Investment Policy; and

	B.	delegation of authority to invest Metro funds to the 
		Metro Treasurer, for a one year period, pursuant to 
		California Government Code Section 53607.

	COMMITTEE RECOMMENDATION:  APPROVE

16.	Consider approval of an increase in the contract spending
(FB 2)	limit for the Audit Pool Contract RFP No. PS2510-0071 in
	force until December 1, 1998, in an amount not to exceed 
	$500,000 for the outsourcing of Financial, Performance and 
	Third Party Contract audits.

	COMMITTEE RECOMMENDATION:  APPROVE

17.	Authorize the execution of a ten-year license agreement
(FB 3)	with Southern California Edison Company (SCE) and approval
	of rental payments in the amount of $358,455 over the ten-
	year term for the continuing usage of the Marine Station 
	parking facility for the Metro Green Line (D Line) Project.

	COMMITTEE RECOMMENDATION:  APPROVE

18.	Consider amending the Measures and Public Hearing
(PP 1)	Procedures for Major Service or Fare Changes.

	COMMITTEE RECOMMENDATION:  APPROVE

19.	Consider:
(PP 3)
	A.	appointing the TDA Article 8 Hearing Board to 
		conduct unmet transit needs hearings in those 
		eligible areas outside the Metro service area;

	B.	appointing members to a three-year term to fill 
		vacant positions on the FY 1998-99 Social Service 
		Transportation Advisory Council (SSTAC) and extend 
		the term by one year, through FY 1999-2000, for 
		returning members; and

	C.	authorizing the CEO, or his designee, to annually 
		appoint the TDA Article 8 Hearing Board and to fill 
		vacancies on the SSTAC.

	COMMITTEE RECOMMENDATION: APPROVE

20.	Consider addition of Directors’ Special Items to future
(EMC 	Board Meeting Agendas.
2)	

	COMMITTEE RECOMMENDATION:  APPROVE, encourage use of 72 hour 
	notice.

21.	Consider:
(CC 5)	
	A.	Revision No. 1 to Contract Work Order No. 47 to 
		Contract E0070 with Engineering Management Consultant 
		covering final design services on the East Side 
		Extension project adding a testing program for 
		precast concrete tunnel liner and gaskets in the 
		negotiated/audited amount of $327,507 extending the 
		period of performance to June 30, 1998;

	B.	an increase to the Authorization for Expenditure in 
		the amount of $328,000 increasing the AFE to 
		$5,408,000.

	COMMITTEE RECOMMENDATION: APPROVE

Ayes: Bernson, Bohlke, Cragin, Lapisto-Kirtley, de la Vega
Noes: Legaspi, Oropeza, Heidt
Abstain: Patsouras
Absent: Alatorre, Molina

22.	Consider approval of a contract amendment with Neoplan USA 
(OPS 	Corporation covering various changes to the contract for 250
6)	buses detailed in Contract Amendment No. 1, for a net
	decrease of $2,309,718.

	COMMITTEE RECOMMENDATION: APPROVE

23.	Consider approval of request from the Los Angeles County 
(OPS  	Sheriff’s Department to transfer one surplus bus (#8698) for
7)	the purpose of training personnel.

	COMMITTEE RECOMMENDATION: APPROVE

CLOSED SESSION

24.	Conference with real property negotiators concerning price
	and/or terms of sale - G.C. 54956.8:

	Parcel AS-348
	Rosecrans Overpass Project
	Owners - Yon Kyu Kim and Ki Sook Kim

25.	Conference with Legal Counsel - Existing Litigation - G.C. 
	54956.9

	A.	Nestlerode v. Metro
		Superior Court Case No. Y4C018577

	B.	Lin  v. Metro
		Superior Court Case No. BC 155802

	C.	Lowry v. Metro
		Superior Court Case No.  BC 162555

26.	Conference with Legal Counsel - Existing
	Litigation - G.C. 54956.9 (a)

	Wiltern Associates v. Metro
	LASC Case No. BC113523

RECEIVED PUBLIC COMMENT

Director Oropeza requested a report on the cost of providing Metro Bus information 7 days a week.

Meeting was adjourned at 1:30 p.m.

CONSENT CALENDAR ADDENDUM
COMMITTEE APPROVALS

THE FOLLOWING ITEMS WERE APPROVED UNDER COMMITTEE AUTHORITY.

Construction Committee

A.	Consider approval of Change Order No. 95 to Contract No. 
	C0311 with Traylor Bros./Frontier-Kemper, JV,  for credit 
	amount of $310,000 for relocation of the track level rooms 
	and crosspassage #49 for tunnel line section to Universal 
	City reducing the contract amount to $154,265,400 and the AFE 
	to $166,229,799.

	APPROVED UNDER COMMITTEE AUTHORITY, 4/5 VOTE

B.	Consider approval of Change Order No. 21 to Contract No. B641 
	with Amelco Electronics, Inc., covering design, procurement, 
	installation and testing of on-frequency repeaters at the 
	Segment 2 stations and the Central Control Facility in the 
	amount of $237,383.

	APPROVED UNDER COMMITTEE AUTHORITY, 4/5 VOTE

C.	Consider approval of cancellation and re- solicitation of 
	Invitation for Bid No. C0361 covering the Maintenance of Way 
	Facility as a design/build project for the Metro Green Line (D Line).

	APPROVED UNDER COMMITTEE AUTHORITY, 4/5 VOTE

Operations Committee

D.	Consider award of a three-year contract to City Terrace 
	Services, Los Angeles, covering Metro Freeway Service Patrol 
	towing for Beat 25 commencing March 31, 1998 in the amount of 
	$1,117,500.

	COMMITTEE AUTHORITY, 4/5 VOTE

E.	Consider the following actions covering modifications to 
	existing buildings at the Regional Rebuild Center:

	A.	rescind previous action by the Board to reject all bids; 
		and

	B.	award a contract to Mallcraft, Inc., Pasadena, the lowest 
		responsive, responsible bidder, covering modifications to 
		existing buildings at the Regional Rebuild Center for a 
		fixed price of $1,627,000.

	COMMITTEE AUTHORITY, 4/5 VOTE

F.	Consider award of contracts to the lowest responsive, 
	responsible bidders covering a 12 month supply of hand 
	products for a total bid price of $415,211:

	A.  Unisource			$ 20,853	Items 1, 6 & 7
	B.  Gale Supply Co.		 349,802	Items 2, 3 & 5
	C.  Clean Source		  31,724	Item 4
	D.  Easterday Janitorial Supply	  12,832 	Items 8 & 9

	COMMITTEE AUTHORITY, 4/5 VOTE

G.	Consider award of contract to Westinghouse Air Brake Co., the 
	lowest responsive, responsible bidder covering overhaul of 
	108 couplers for the Metro Blue Line Light Rail vehicles for 
	a fixed price of $388,726, and an option to overhaul an 
	additional 30 couplers for the Metro Green Line (D Line) Light Rail 
	vehicles for a fixed price of $107,979.

	COMMITTEE AUTHORITY, 4/5 VOTE