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DRAFT MINUTES Board of Directors Meeting Alameda-Contra Costa Transit District 2nd Floor Board Room 1600 Franklin Street...

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DRAFT MINUTES Board of Directors Meeting Alameda-Contra Costa Transit District 2nd Floor Board Room 1600 Franklin Street Oakland, CA 94612 Wednesday, April 22, 2009 5:00 p.m. Board of Directors:

Ryan “Rocky” Fernandez, President (Director Ward IV) H. E. Christian Peeples, Vice President (Director at Large) Elsa Ortiz, Director Ward III Joe Wallace, Director Ward I Jeff Davis, Director Ward V Greg Harper, Director Ward II Joel B. Young, Director at Large

The Alameda-Contra Costa Transit District Board of Directors held a regular meeting on Wednesday, April 22, 2009. The meeting was called to order at 4:14 p.m. with President Fernandez presiding. Roll Call Upon call of the roll, the following Board members responded with their names: Directors Wallace, Harper, Ortiz, Davis, Young, Vice President Peeples, President Fernandez. Directors Absent: None. At 4:15 p.m., the General Counsel announced that the Board would convene in Closed Session to discuss the items listed on the Closed Session Agenda. At 5:06 p.m., the Board convened the regular Board of Directors meeting. members were present.

All Board

Public Comment There was no public comment offered. Consent Calendar Items listed under the Consent Calendar are considered to be routine and may be enacted by one motion/one vote. If discussion is desired, an item may be removed from the Consent Calendar and will be considered individually. MOTION: WALLACE/PEEPLES to approve the consent calendar as presented. Item Nos. 1b and 1c were pulled by Director Davis for comment only (7-0-0-0). Ayes: Noes: Abstain: Absent:

Director Wallace, Vice President Peeples, Directors Harper, Ortiz, Davis, Young, President Fernandez – 7 None – 0 None – 0 None – 0

AC Transit District Board of Directors

April 22, 2009

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1. Planning Committee (April 8, 2009 Meeting) Recommendations: Receive a. Status report on the Hastus ATP Integration Project (Requested by Committee – 8/6/08) (GM Memo No. 09-003). b. Report on 2008 Annual Transbay Service Performance Analysis (GM Memo No. 09-079). Director Davis pulled the item to acknowledge that the report reflected a 45% increase in patronage on Line M. Approve c. Planning Committee minutes of March 11, 2009. Director Davis pulled the minutes to officially remove the “parked item” on the Planning Committee’s pending list concerning the Notice of Preparation for the Fremont ballpark. 2. External Affairs Committee (April 8, 2009 Meeting) Recommendation: Consider approving the External Affairs Committee minutes of March 11, 2009. 3. Board Matters a. Consider approving Board of Directors minutes of April 8, 2009. b. Consider authorizing members of the Board of Directors and the District Secretary to attend the American Public Transportation Association’s Transit Board Member Seminar and Board Support Workshop in Cincinnati, Ohio on July 18-21, 2009 (DS Memo No. 09-105). Regular Calendar Planning Committee (March 11, 2009 Meeting) Recommendation: 4. Consider adoption of Resolution No. 09-022 to ensure all revenues are committed to operations to the extent possible and receive report outlining the details of revenue fleet funding (GM Memo No. 09-068a). [A corrected Attachment 2 was provided to the Board of Directors in the red folders for consideration, and by reference hereto, is made part of these minutes.] Kate Miller, Manager of Capital Development, Legislation and Grants, presented the staff report and addressed questions from the Board. A clarification was made concerning the ability to use of I-bond, State Local Partnership, and PTMISEA funds for operating purposes whereby Ms. Miller reported that voter approval would be needed to utilize the funds for operations. Director Harper suggested that any time nominally operating funds are used for capital projects, it should be explained to the Board and the proposed resolution should reflect this. There was lengthy discussion concerning the amendments proposed by Director Harper and whether 5307 preventive maintenance money should be included in the resolution. AC Transit District Board of Directors

April 22, 2009

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The General Counsel suggested that the Board continue the item to the next meeting to allow staff additional time to redraft the resolution based on the discussion and comments received from the Board. Public Comment: Joyce Roy commented that 5307 funds meant for purchasing buses should be used for American made buses through a bidding procedure. Ms. Roy remarked that she did not understand how the Board could say it was not using funds for operations when it is purchasing buses that are not needed, are too big, and are too expensive. Consensus to continue the item to the May 13, 2009 Board of Directors meeting to allow staff additional time to redraft the resolution based on the discussion and comments received from the Board (7-0-0-0).

5. Consider receiving report on the development of a timeline for outreach activities associated with service reductions (Requested by Vice President Peeples/President Fernandez – 4/1/09) (verbal). [A list of community workshops was provided to the Board of Directors in the red folders for information, and by reference hereto, is made part of these minutes.] Cory LaVigne, Service and Operations Planning, and Victoria Wake, Marketing, reported on five community workshops, publicity, and other meetings that had been scheduled in association with upcoming service reductions. Mr. LaVigne reported that the goal of the outreach activities was to receive input as to what is most important to the public as riders given service concepts and demand based maps. All comments received will be logged and discussed. With regard to the schedule, Director Wallace commented that input from West Contra Costa County was being limited by having the meeting on a Wednesday, which conflicts with other community meetings. Staff advised that they will look into rescheduling the meeting. MOTION: PEEPLES/WALLACE to receive the report as presented (7-0-0-0). Ayes: Noes: Abstain: Absent:

Vice President Peeples, Directors Wallace, Harper, Ortiz, Davis, Young, President Fernandez – 7 None – 0 None – 0 None – 0

6. Consider adoption of Resolution No. 09-025 authorizing the General Manager to apply for Federal American Reinvestment and Recovery Act (ARRA) of 2009 funds (GM Memo No. 09-061b) [Request to forward to the Board of Directors the same day for action pursuant to Board Policy 100, Section 5.5.4]. AC Transit District Board of Directors

April 22, 2009

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There was no discussion concerning the justification to consider the item on the same day it was presented to the Finance and Audit Committee. MOTION: ORTIZ/PEEPLES that the item meets the criteria for same day action by the Board of Directors pursuant to Board Policy 100, Section 5.5.4. (7-0-0-0). Ayes: Noes: Abstain: Absent:

Director Ortiz, Vice President Peeples, Directors Wallace, Harper, Davis, Young, President Fernandez – 7 None – 0 None – 0 None – 0

The General Manager reported that the guidelines for ARRA funding had been more defined and, in turn, the capital priorities listed in Table 2 of the memo had been redefined in order to align them with those guidelines. The General Manager also advised of additional funds that might be available to the District should the BART airport connector not satisfy Metropolitan Transportation Commission requirements. MOTION: HARPER/WALLACE to adopt Resolution No. 09-025 authorizing the General Manager to apply for Federal American Reinvestment and Recovery Act of 2009 funds (7-0-0-0). Ayes: Noes: Abstain: Absent:

Directors Harper, Wallace, Ortiz, Davis, Young, Vice President Peeples, President Fernandez – 7 None – 0 None – 0 None – 0

7. Finance and Audit Committee (March 25, 2009 Meeting) Recommendations: a. Consider receiving the Second Quarter Employee and Non-employee Out-of-State Travel Report (GM Memo No. 09-048) [Committee recommendation to receive the report.] There was discussion regarding the number of staff in attendance at the Mincom conference and the length of Stuart Thompson’s trip to the APTA Expo. The General Manager reported that it was necessary for staff from Information Services, Maintenance and Purchasing to attend the Mincom conference. With respect to the APTA Expo, the General Manager advised that while it appeared expenses for one trip were reported, there were actually several trips combined in one entry. In the future, multiple trips will be separated. MOTION: PEEPLES/DAVIS to receive the Second Quarter Employee and Nonemployee Out-of-State Travel Report (7-0-0-0).

AC Transit District Board of Directors

April 22, 2009

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Ayes: Noes: Abstain: Absent:

b.

Vice President Peeples, Directors Davis, Wallace, Harper, Ortiz, Young, President Fernandez – 7 None – 0 None – 0 None – 0

Consider receiving report regarding amendments to Administrative Regulation 180B, Travel and Meeting Expense Reimbursements for Employees, concerning long term assignments (Requested by the Board – 12/5/08) (GC Memo No. 09021a) [Committee recommendation to approve with proposed amendments.] The General Counsel provided an overview of the amendments and the discussion at committee. Inquiries were made as to the General Manager’s ability to approve extraordinary expenses and the Board’s ability to restrict those occurrences. The General Counsel noted that the policy requires that the quarterly travel report include extraordinary expenses approved by the General Manager and the justification for them. Further, if extraordinary expenses approved by the General Manager were deemed inappropriate by the Board, the Board could advise the General Manager to cease approval of those inappropriate expenses in the future. As to further amendments, Vice President Peeples pointed out that the words “to include” could be removed in the last sentence of Section VI.A. Director Young requested that the policy contain a definition for the District’s “geographical area”. Public Comment: Joyce Roy commented on the length of time taken to develop the policy and offered that the standards for the policy should be based on State Department staff, not executives, and that the reimbursement should be based on a single person. Ms. Roy further commented on the need for a car allowance when public transportation is very good in Belgium. MOTION: DAVIS/PEEPLES to approve amendments to Administrative Regulation 180B, Travel and Meeting Expense Reimbursements for Employees, concerning long term assignments, with the addition of a definition for “geographical area” and to strike the words “to include” in the last sentence of Section VI.A. (7-0-0-0). Ayes: Noes: Abstain: Absent:

c.

Director Davis, Vice President Peeples, Directors Wallace, Harper, Ortiz, Young, President Fernandez – 7 None – 0 None – 0 None – 0

Consider receiving report and recommendations from the General Counsel regarding Board Policy 113, Code of Ethics and Decorum, and Board Policy 135,

AC Transit District Board of Directors

April 22, 2009

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Gifts and Gratuities for Directors and Board Officers (Requested by Director Ortiz – 10/29/08) (GC Memo No. 09-020a) [Committee recommendation to approve with proposed amendments.] The General Counsel provided an overview of the amendments. Discussion focused on the language in the FTA Circular which allows recipients of federal funds to “set minimum rules when a financial interest is not substantial or the gift is an unsolicited item of nominal intrinsic value”. Discussion further ensued as to whether to define “not substantial” as not requiring disclosure under the Political Reform Act ($49 or less) or to adopt the gift limits set forth in the Act. The General Counsel advised that Policy 135 could be amended to read that, “‘Substantial financial interest’ is defined as a gift, gratuity or favor which would require reporting under the Political Reform Act of 1974 as a financial interest.” Vice President Peeples made a motion to adopt the policy 135 as originally presented. The motion died for lack of a second. MOTION: DAVIS/ORTIZ to approve amendments to Board Policy 113, Code of Ethics and Decorum, and Board Policy 135, Gifts and Gratuities for Directors and Board Officers as amended under the section on Gifts to define a substantial financial interest as a gift, gratuity or favor which would require reporting under the Political Reform Act of 1974 as a financial interest (6-0-1-0). Ayes: Noes: Abstain: Absent:

Directors Davis, Ortiz, Harper, Young Vice President Peeples, President Fernandez - 6 None – 0 Director Wallace – 1 None – 0

8. Consider receiving report on sole source contract negotiations with EnerDel, Inc. to supply batteries for next-generation fuel cell buses and approve the award of the contract (Requested by Board of Directors – 4/8/09) (GC Memo No. 09-107). The General Manager advised that the item had been pulled off the agenda.

9. Consider setting a public hearing on May 27, 2009, regarding the District’s intention to declare a fiscal emergency under Public Resources Code Section 21080.32 and the California Environmental Quality Act Implementing Guidelines Section 15285 (GC Memo No. 09-097) [Request to forward to the Board of Directors the same day for action pursuant to Board Policy 100, Section 5.5.4]. There was no discussion concerning the justification to consider the item on the same day it was presented to the Finance and Audit Committee.

AC Transit District Board of Directors

April 22, 2009

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Consensus that the item meets the criteria for same day action by the Board of Directors pursuant to Board Policy 100, Section 5.5.4.; Vice President Peeples - No (61-0-0). The General Counsel outlined the process to declare a fiscal emergency. Public Comment Joyce Roy commented that the fiscal emergency process appeared to be a way of cutting service without studying the environmental impacts of riders who go back to driving their cars. Ms. Roy further commented on how quickly the District raised fares and purchased buses after the approval of Measure VV. MOTION: PEEPLES/ORTIZ to set a public hearing on May 27, 2009, at 5:00 p.m. regarding the District’s intention to declare a fiscal emergency under Public Resources Code Section 21080.32 and the California Environmental Quality Act Implementing Guidelines Section 15285 (6-0-0-1). Ayes:

Vice President Peeples, Directors Ortiz, Harper, Davis, Young, President Fernandez – 6 None – 0 None – 0 Director Wallace – 1 (out of seat)

Noes: Abstain: Absent:

10. Consider approving the agenda for the Board Retreat scheduled for April 29, 2009 (DS Memo No. 09-106). The General Manager requested that a closed session regarding Conference with Labor be added to the agenda and it was suggested that the meeting start at 9:30 a.m. MOTION: WALLACE/PEEPLES to approve the agenda for the Board Retreat scheduled for April 29, 2009, at 9:30 a.m. with the addition of a Closed Session (7-0-00). Ayes:

Director Wallace, Vice President Peeples, Directors Harper, Ortiz, Davis, Young, President Fernandez – 7 None – 0 None – 0 None – 0

Noes: Abstain: Absent:

11. Discussion regarding the meeting schedule for May 27, 2009 (Requested by Director Harper – 4/15/09) (verbal). Consensus to adjust the schedule for the month of May as follows: ƒ ƒ

Reschedule the Planning Committee from May 27, 2009 to May 13, 2009. Reschedule the External Affairs Committee from May 13, 2009 to May 27, 2009 (7-0-0-0).

AC Transit District Board of Directors

April 22, 2009

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12. Announcement by the Board President of an alternate appointment to the Policy Steering Committee for the Bus Rapid Transit Project (verbal). President Fernandez announced that Director Young would serve as the alternate to the committee.

13. Report on actions(s) taken during Closed Session [Will be reported after the conclusion of Closed Session.] There was nothing to report out of Closed Session. Board/Staff Comments (Government Code Section 54954.2) Agenda Planning There were no new items added to agenda planning. CLOSED SESSION: Conference with Labor: Agency Negotiator: Employee Organization:

(Government Code Section 54957.6) General Manager Paratransit, Local 192, ATU Local 192, AFSCME, Local 3916; IBEW, Local 1245 Unrepresented Employees

Labor Negotiations – Board Officers: (Government Code Section 54957.6) Committee Negotiators: Director Davis, Chair Director Wallace Director Young Public Employee Performance Evaluation: (Government Code Section 54957) Title: General Manager Title: General Counsel Title: District Secretary Adjournment There being no further business to come before the Board of Directors, the meeting was adjourned at 6:51 p.m. The next meeting of the Board of Directors is scheduled for Wednesday, April 29, 2009. Respectfully submitted, Linda A. Nemeroff District Secretary

AC Transit District Board of Directors

April 22, 2009

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