BOARD OF DIRECTORS ALAMEDA-CONTRA COSTA TRANSIT DISTRICT
MINUTES Regular Meetings of the Board of Directors and the External Affairs and Finance and Audit Committees AC Transit General Offices 2nd Floor Board Room 1600 Franklin Street Oakland, CA 94612 Wednesday, February 25, 2015 at 5:00 p.m. Closed Session: 4:00p.m. (Items 7A-7D) Committee meetings will commence when the Board of Directors recesses to a Committee of the Whole
MEMBERS OF THE BOARD OF DIRECTORS
H. E. CHRISTIAN PEEPLES, PRESIDENT (AT-LARGE) ELSA ORTIZ, VICE PRESIDENT (WARD 3) JOE WALLACE (WARD 1} GREG HARPER (WARD 2) MARK WILLIAMS (WARD 4) JEFF DAVIS (WARD 5) JOEL YOUNG {AT-LARGE) TELECONFERENCE
H. E. Christian Peeples, President Sun line Transit Agency 32505 Harry Oliver Trail, Conference Room 1 Thousand Palms, CA 92276
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BOARD OF DIRECTORS MEETING- H. E. Christian Peeples, President Wednesday, February 2S, 2015 at 5:00 p.m.
ACTION SUMMARY
The Alameda-Contra Costa Transit District Board of Directors held a regular meeting on Wednesday, February 25, 2015. Prior to the start of the meeting, General Counsel Denise Standridge confirmed that all requirements of the Ralph M. Brown Act (Govt. Code Sections 54950, et seq.) and the provisions of Board Policy 100, Section 4.8 regarding teleconferenced meetings were met in order for President Peeples to participate in the meeting and advised that all votes must be taken by roll call vote. [An affidavit verifying that the
teleconference location was accessible to persons with disabilities and that the agenda was posted at the teleconference location at least 72 hours prior to the start of the first meeting is attached as Exhibit A.] The meeting was called to order at 4:02 p.m. for the purpose of Closed Session. All Board members were present. The District Secretary announced that the Board would convene in Closed Session to discuss Items 7A-D as listed on the agenda. Closed Session concluded at 4:58 p.m. At 5:03 p.m., Vice President Ortiz called the Board of Directors meeting to order. 1.
ROLL CALL Present: Wallace, Harper, Williams, Davis, Young, Ortiz, Peeples Absent: None
2.
PUBLIC COMMENT Jane Kramer commented on transparency and accountability with regard to ethics, noting that the Board had purportedly pieced together a budget that promotes a top down, poorly-researched transportation delivery system. She urged the Board to do an indepth District-wide household needs assessment study so citizens could tell the District what they want and need.
3.
CONSENT CALENDAR MOTION: WILLIAMS/WALLACE to approve the Consent Calendar as presented. The motion carried by the following vote:
APPROVED OR RECEIVED AS INDICATED
AYES:7: Williams, Wallace, Harper, Davis, Young, Ortiz, Peeples 3A. Consider approving Board of Directors and Standing Committee minutes of February 11, 2015.
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3B. Consider receiving the Quarterly Retirement Board Report (Report 15-077).
3C. Consider receiving Retirement Board minutes of January 21, 2015 (Report 15-055). 4. 4A.
REGULAR CALENDAR Consideration of amendments to Board Policy 364 (Revenue and Grant Policies) regarding pass-through funding arrangements (Report 14-285c).
APPROVED WITH MODIFICATIONS
Acting Capital Planning and Grants Manager Chris Andrichak presented the staff report. Vice President Ortiz remained concerned about the burdens and liabilities associated with being a pass-through agency for Federal grants. She requested an opinion from an outside legal expert on the relationship between contracts with local sub-grantees and the Federal Transit Administration (FTA), including how solid indemnity agreements with local governments are. The General Counsel is to arrange the appearance of outside counsel at the next meeting. President Peeples commented that the FTA was not disallowing indemnity agreements; just clarifying that AC Transit is responsible despite the presence of an agreement. He felt that liability would not be an issue if the indemnity agreement was strong and the sub-grantee solvent. Discussion ensued regarding Section 9.E. of the policy (administrative reimbursement). Vice President Ortiz felt that use of the words "If allowable and appropriate" provided too much flexibility and also suggested that the reimbursement amount be fixed at 10%. Interim Chief Financial Officer James Pachan suggested the removal of the "If allowable and appropriate" language from the policy. After further discussion, it was determined that the percentage should remain flexible and staff should establish the exact percentage for a given grant based on the financial impact to the District. With regard to indemnity, staff advised that a legal analysis would be performed prior to submission of the pass-through application to the Board for approval. Staff is to provide the indemnity clauses at the next meeting. MOTION: WALLACE/YOUNG to approve amendments to Board Policy 364 (Revenue and Grant Policies), including an additional amendment to strike the words "If allowable and appropriate" from Section 9.E. Alameda~Contra
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The motion carried by the following vote: AYES:6: Wallace, Young, Harper, Williams, Davis, Peeples NOES:l: Ortiz RECESS TO STANDING COMMITTEES {as the Committee of the Whole) The Board meeting recessed to the Standing Committees at 5:20 p.m.
ALL COMMITTEES ARE ADVISORY ONLY.
A.
EXTERNAL AFFAIRS COMMITTEE- Mark Williams, Chairperson The External Affairs Committee convened at 5:20 p.m. All Committee members were present.
A-1.
Public Comment (for items not on the agenda) There was no public comment offered.
ACTION SUMMARY
Briefing/Action Items: A-2.
Consider recommending receipt of the Monthly Legislative Report and approval of legislative positions (Report 15-056).
RECOMMEND APPROVAL
Director of Legislative Affairs and Community Relations Beverly Greene presented the staff report. President Peeples questioned the "Watch" position on SB 9 (Beale), noting that it would deny the District the ability to receive cap and trade funds. Ms. Greene advised that the author of the bill is considering feedback from transit agencies and is in discussion with the California Transit Association, noting that there are likely to be amendments to the bill and the District's lobbyist is well aware of the need to use these monies for bus transit. MOTION: ORTIZ/WALLACE to forward to the Consent Calendar Addenda recommending receipt of the report and approval of legislative positions. The motion carried by the following vote: AYES:?: Ortiz, Wallace, Harper, Davis, Young, Peeples, Williams The External Affairs Committee adjourned at 5:26 p.m.
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ACTION SUMMARY
B.
FINANCE AND AUDIT COMMITTEE- Jeff Davis, Chairperson The Finance and Audit Committee convened at 5:26 p.m. All Committee members were present.
B-1.
Public Comment (for items not on the agenda) Jane Kramer suggested that if a double-decker bus could meet the ' published schedule, AC Transit could eliminate customer dissatisfaction, bus bunching, and delays due to full buses. She thought a double-decker bus could pick up everybody on the route and there wouldn't be spiraling delays in bus service if one bus didn't show up on time. Consent Items: MOTION: WALLACE/ORTIZ to forward Items B-2 to B-5 to the Consent Calendar Addenda recommending receipt. The motion carried by the following vote:
i
RECOMMEND RECEIPT
I
AYE5:7: Wallace, Ortiz, Harper, Williams, Peeples, Young, Davis B-2. i
Consider recommending receipt of the Monthly Investments for December 2014 (Report 15-057).
Report
on
!
B-3.
Consider recommending receipt of the FY 2014-15 Second Quarter . 1 Travel and Meeting Expense Report for Directors and Board Officers I (Report 15-058). j
B-4. ! Consider recommending receipt of the FY 2014-15 Second Quarter ! Employee and Non-Employee Out-of-State Travel Report (Report 15! 059). B-5. ! Consider recommending receipt of the FY 2014-15 Second Quarter I Surplus and Obsolete Materials Report (15-060). \ Items B-6 and B-7 were discussed concurrently. B-6.
f
j
Consider recommending receipt of the Quarterly Report on the Status of all Contracts and Purchase Orders over $50,000 (Report 15-061).
RECOMMEND RECEIPT
[ The item was pulled from the Consent Calendar by Vice President Ortiz
! to inquire whether the contracts over $100,000 had come to the Board
i for approval, in particular, the Purchase Orders for Ventyx and GIRO. l
[ Director of Procurement and Materials Jon Medwin said amendments I to previously awarded contracts did not come before the Board and he ! would provide Vice President Ortiz with more detail on what the [ amendments covered. Alameda-Contra Costa Transit District
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General Manager David Armijo added that these are previously awarded multi-million dollar software contracts and the Purchase Order in the report would be an amendment. B-7.
Consider recommending receipt of the Bi-Monthly Budget Update for the period of November and December 2014 (Report 15-062).
RECOMMEND RECEIPT
Chair Davis pulled the item from the Consent Calendar to call attention to the high Other Post Employment Benefit expenses, noting that he would like a report on this issue from staff in the future. Interim Chief Financial Officer James Pachan advised that the increase was a reflection of the District moving from the current pay as you go plan to a funded plan which would be brought back to the Board in the future. MOTION: WALLACE/HARPER to forward Items B-6 and B-7 to the Consent Calendar Addenda recommending receipt. The motion carried by the following vote: AYES:7: Wallace, Harper, Ortiz, Williams, Young, Peeples, Davis Briefing/ Action Items: B-8.
Consider recommending receipt of staff's proposed FY 2015-16 Budget Goals and Objectives, Assumptions, and Projections (Report 15-033a).
RECOMMEND RECEIPT
Budget Manager Hernan Vargas presented the staff report. Chair Davis asked if there was sufficient staff resources available to achieve the goals and objectives outlined in the staff report. Interim Chief Financial Officer James Pachan explained the process used to develop the goals and objectives, noting that they could be achieved with existing resources. He added that staff would provide regular progress reports to the Board as part of the General Manager's Quarterly Report. Mr. Pachan also addressed questions from the Committee on the FIT test for bus operators, reducing Sheriff response time to crimes in progress, the proposed employee development program, and the maintenance training program. MOTION: WALLACE/WILLIAMS to forward to the Consent Calendar Addenda recommending receipt. The motion carried by the following vote: AYES:7: Wallace, Williams, Harper, Ortiz, Young, Peeples, Davis Alameda-Contra Costa Transit District
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B-9.
Consider recommending adoption of Resolution No. 15-009 authorizing the General Manager or his designee to file and execute applications and funding agreements, and certifications and assurances with the California Department of Transportation (Caltrans) for allocations of Low Carbon Transit Operations Program (LCTOP) funds for the Richmond Division 3 Project (Report 15-036).
RECOMMEND ADOPTION
Senior Capital Planning Specialist Ben Stupka presented the staff report. Discussion ensued concerning the Richmond Division 3 Project. Director Harper asked if staff had followed-up with the City of Richmond, given the City Manager's indication that it was not in favor of reopening Division 3. General Manager David Armijo reported that Division 3 continues to be commercially zoned. He advised that while communication with City staff was ongoing, there needed to be more dialogue with the City Council. He added that staff, with the assistance of Director Wallace, planned to meet with officials over the next six weeks and lay out the District's plans for Division 3, which includes continued operation for a ten-year period. Staff may also make a presentation at an upcoming meeting of the West Contra Costa Transportation Advisory Committee. Director Wallace commented that he would relay the Committee's discussion to Mayor Butt at the WCCTAC meeting on Friday, noting that the City Manager's comments were indicative of what he would like to see happen and not necessarily the viewpoint of the City. MOTION: YOUNG/ORTIZ to forward to the Consent Calendar Addenda recommending adoption. The motion carried by the following vote: AYES:6: Young, Ortiz, Wallace, Williams, Peeples, Davis NOES:l: Harper Consider recommending adoption of Resolution No. 15-001 approving amendments to Board Policy 354 - Procurement Protest Procedures and repeal Resolution No. 07-049 (Report 15-023a). {Continued from
RECOMMEND ADOPTION
the January 28, 2015, Finance and Audit Committee meeting]
Contracts Compliance Administrator Phillip McCants presented the staff report. MOTION: ORTIZ/YOUNG to forward to the Consent Calendar Addenda recommending adoption. The motion carried by the following vote: AYES:7: Ortiz, Young, Wallace, Harper, Williams, Peeples, Davis Alameda-Contra Costa Transit District
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The Finance and Audit Committee adjourned at 6:01 p.m.
!
5.
RECONVENE BOARD OF DIRECTORS MEETING H. E. Christian Peeples, President The Board of Directors meeting reconvened at 6:01 p.m. members were present.
ACTION SUMMARY All Board
j REPORTS OF STANDING COMMITTEES
REPORT GIVEN
i Assistant District Secretary Kathleen Eichmeier reported that all of
I the items from the External Affairs and Finance and Audit Committee
i meetings
had been referred to the Consent Calendar Addenda
I recommending receipt, approval or adoption as presented. 6.
I CONSENT CALENDAR ADDENDA MOTION: WILLIAMS/WALLACE to receive, approve or adopt the items referred to the Consent Calendar Addenda as indicated. The motion ! carried by the following vote: j
APPROVED, ADOPTED OR RECEIVED AS INDICATED
AYES:7: Williams, Wallace, Harper, Davis, Young, Ortiz, Peeples
!! The items brought before the Board were as follows: A. ! EXTERNAL AFFAIRS COMMITTEE: A-2. I Consider receiving the Monthly Legislative Report and approval of ! legislative positions (Report 15-056). B. B-2. B-3. B-4. B-5. B-6. B-7. B-8. B-9.
FINANCE AND AUDIT COMMITTEE: Consider receiving the Monthly Report on Investments for December 2014 (Report 15-057). Consider receiving the FY 2014-15 Second Quarter Travel and Meeting Expense Report for Directors and Board Officers (Report 15-058). Consider receiving the FY 2014-15 Second Quarter Employee and NonEmployee Out-of-State Travel Report (Report 15-059). Consider receiving the FY 2014-15 Second Quarter Surplus and I Obsolete Materials Report (15-060). I Consider receiving the Quarterly Report on the Status of all Contracts I and Purchase Orders over $50,000 (Report 15-061). Consider receiving the Bi-Monthly Budget Update for the period of November and December 2014 (Report 15-062). Consider receiving staff's proposed FY 2015-16 Budget Goals and Objectives, Assumptions, and Projections (Report 15-033a). · Consider adoption of Resolution No. 15-009 authorizing the General Manager or his designee to file and execute applications and funding agreements, and certifications and assurances with the California Department of Transportation (Caltrans) for allocations of Low Carbon Transit Operations Program (LCTOP) funds for the Richmond Division 3 Project (Report 15-036).
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B-10. Consider adoption of Resolution No. 15-001 approving amendments to Board Policy 354 - Procurement Protest Procedures and repeal Resolution No. 07-049 (Report 15-023a). [Continued from the January 28,
2015, Finance and Audit Committee meeting] 7.
7A.
CLOSED SESSION/REPORT OUT There was nothing to report out of closed session.
NO REPORT GIVEN
Conference with Legal Counsel- Existing Litigation (Government Code Section 54956.9 (a))
Quarterly Litigation Report Newton v. AC Transit, ACSC No. RGB-667254; Crawford v. AC Transit, ACSC No. RGB-699315; Thompson v. ACTransit, ACSC No. RG14-720814; Dangerfield v. AC Transit, ACSC No. RG14-720807; Malone v. AC Transit, ACSC No. RG14-720784; Russell v. AC Transit, ACSC No. RG13-699055; Edwards v. AC Transit, ACSC No. RG13-692596; Turner v. AC Transit, ACSC No. RG14-730788; Johnson v. AC Transit, U.S. Dist. Ct. (Northern District), No. C14-3288 EDL; Forest Ambulatory Surgical Associates, L.P., eta/. v. United Healthcare Insurance UnitedHea/th Group, Inc., et a/., U.S. Dist. Ct. (Central District), No. C12-02916 PSG-FFM; Freeman v. AC Transit, ACSC No. RGB-683635; Successor Agency to the Redevelopment Agency of the City of Berkeley, et a/. v. Michael Cohen, eta/., SCSC No. 34-2013-80001505; El Cerrito Redevelopment Agency, et a/. v. Michael Cohen, et a/., SCSC No. 342013-80001671; City of San Leandro, eta/. v. Michael Cohen, eta/., SCSC No. 34-2013-80001708; City of Pinole, eta/. v. Michael Cohen, eta/., No. 34-2013-80001692; N. Harris v. AC Transit, ACSC No. RG14-737527; and Claim of B. Williams (14-3274).
sese
7B.
Conference with Legal Counsel- Potential Litigation (Government Code Section 54956.9(b)) (Two Cases)
7C.
Conference with Labor Negotiators (Government Code Section 54957.6): Agency Designated Representative: David J. Armijo, General Manager Employee Organizations: ATU Local 192, AFSCME Local 3916, IBEW Local 1245, Unrepresented Employees
70.
Public Employee Performance Evaluation (Government Code Section 54957) Title: General Manager, General Counsel, District Secretary
8.
GENERAL MANAGER'S REPORT The General Manager's report is attached as Exhibit B and is incorporated into the minutes by reference.
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INFORMATION ONLY
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9.
I BOARD/ STAFF COMMENTS
I M embers of t he Board commented on meetings and events attended j since the last meeting.
10.
I i
AGENDA PLANNING
I Referred to the Planning Committee II Director
Harper requested a presentation by the Metropolitan J Transportation Commission and Arup on a proposed contraflow lane 1 on the Bay Bridge. (Vice Pres id ent Ortiz concurred)
11.
ADJOURNMENT There being no furth er business to come before the Board of Directors,
I the meeting was adjourned at 6:19 p.m. The next meeting of t he Board of Di rectors is scheduled for Wednesday, M arch 11, 2015. Respectfu lly submitted,
~~Lind a A. Nemeroff District Secretary
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