11-2005

GOLDEN GATE BRIDGE, HIGHWAY AND TRANSPORTATION DISTRICT

MEMORANDUM OF MINUTES

BOARD OF DIRECTORS MEETING

JUNE 10, 2005

The Board of Directors of the Golden Gate Bridge , Highway and Transportation District (District) met in regular session in the Board Room , Administration Building , Toll Plaza , San Francisco , California , on Friday, June 10, 2005, at

ROLL CALL

Directors Present (16): Directors Ammiano, Brown, Cochran, Eddie, Hernández, Kerns, Martini, McGoldrick, Murray, Moylan, Pahre, Reilly, Sandoval, Shahum and Stroeh; President Middlebrook

Directors Absent (3): Director Dufty ; Second Vice President Boro; First Vice President Harrison

Staff Present: General Manager Celia G. Kupersmith; District Engineer Denis J. Mulligan; Auditor-Controller Joseph M. Wire; Attorneys David J. Miller and Jerrold C. Schaefer; Deputy General Manager/Bus Division Susan C. Chiaroni; Deputy General Manager/Ferry Division James P. Swindler; Deputy General Manager/Administration and Development Teri W. Mantony; Public Affairs Director Mary C. Currie; Human Resources Director Larry Daniel; Planning Director Alan R. Zahradnik; Deputy District Engineer Ewa Z. Bauer; Executive Assistant to the General Manager Amorette Ko; Assistant Clerk of the Board Karen B. Engbretson; Assistant Clerk of the Board Patsy Whala; Captain Locati

Visitors Present: Michael Lehman, Furth Firm

PLEDGE OF ALLEGIANCE

Director Harold C. Brown, Jr., led the Board of Directors in the Pledge of Allegiance to the Flag.

PUBLIC COMMENT

There was no public comment. CONSENT CALENDAR

Directors STROEH/EDDIE moved approval of the Consent Calendar. All items were approved by the following vote of the Board of Directors:

AYES (12): Directors Brown, Cochran, Eddie, Hernández, Kerns, Martini, Moylan, Murray, Pahre, Shahum and Stroeh; President Middlebrook

NOES (0): None

ABSENT (7): Directors Ammiano, Dufty, McGoldrick, Reilly and Sandoval; Second Vice President Boro; First Vice President Harrison

1. Approve the Minutes of the Regular Meeting of the Board of Directors of May 27, 2005

Carried

2. Denial of Claims

1. Claim of Anita Lau

Carried

2. Amended Claim of Chuck L. Wong

Carried

3. Ratify Actions by the Auditor-Controller

Resolution No. 2005-049 (Finance-Auditing Committee, May 26, 2005) ratifies actions taken by the Auditor-Controller, as follows:

a. Ratify commitments and/or expenditures totaling $26,691.56;

b. Ratify investments made by the Auditor-Controller during the period April 12, 2005 through May 16, 2005, as follows; and,

Security

Purchase Date

Maturity Date

Original Cost

Percent Yield

Morgan Stanley Co. Comm Paper

04/19/05

06/20/05

$5,973,974.17

3.00

Morgan Stanley Co. Comm Paper

04/19/05

06/20/05

$2,069,253.33

3.00

Sheffield Rec Corp. Comm Paper

04/22/05

05/11/05

$1,996,917.78

2.92

General Electric Co. Comm Paper

05/05/05

05/25/05

$1,996,655.56

3.01

Associates Corp. Notes

05/11/05

11/01/08

$5,298,900.00

4.375

General Electric Co. Comm Paper

05/11/05

05/25/05

$1,997,666.67

3.00

c. Authorize the Auditor-Controller to re-invest, within the established policy of the Board, investments maturing between May 17, 2005 and June 13, 2005, and all other funds not required to cover expenditures that may become available; and,

d. Accept the Investment Report for April 2005 prepared by Public Financial Management.

Adopted

GENERAL MANAGER'S REPORT

4. General Manager Celia Kupersmith reported that all items contained in the General Manager’s Report were informational.

ATTORNEY’S REPORT

5. Attorney David Miller reported that all items contained in the Attorney’s Report were informational. Mr. Miller further stated that a closed session would be held just prior to the conclusion of the meeting to discuss pending litigation, listed on the Agenda as Item 6.B.1.a., Golden Gate Bridge, Highway and Transportation District vs. Marsh and McLennan Companies, Inc., et al.

ENGINEER’S REPORT

6. No written report was presented by District Engineer Denis Mulligan. A written report is presented to the Board of Directors by the District Engineer at the second Board meeting of the month.

REPORT OF THE BUILDING AND OPERATING COMMITTEE/COMMITTEE OF THE WHOLE MEETING OF MAY 26, 2005

7. All items contained in this report are informational, as the item requiring Board action was acted upon by the Board of Directors at their meeting of May 27, 2005.

REPORT OF THE FINANCE-AUDITING COMMITTEE/COMMITTEE OF THE WHOLE MEETING OF MAY 26, 2005

8. All Non-Consent Calendar items contained in this report are informational, as the items requiring Board action were acted upon by the Board of Directors at its meeting of May 27 , 2005.

REPORT OF THE FINANCE-AUDITING COMMITTEE/COMMITTEE OF THE WHOLE MEETING OF JUNE 9, 2005

9. Approve Renewal of the Liability Insurance Program

Directors PAHRE/MURRAY

Resolution No. 2005-050 approves the Liability Insurance Program, as follows:

a. Renew the Excess General and Automobile Liability Insurance Program, with American International Specialty Lines Insurance Company, Zurich and ARCH/RSUI, for a one-year term, with a liability limit of $75 million each occurrence/annual aggregate in excess of a self-insured retention of $5 million each occurrence, for a total annual premium of $1,651, 600, effective July 1, 2005;

b. Renew the Excess Workers’ Compensation and Employers’ Liability Insurance Program, with American International Group, for a one-year term, in excess of a self-insured retention of $1 million each accident with a liability limit of $10 million annual aggregate, for an annual premium of $282,073, effective July 1, 2005;

c. Renew the General Liability Insurance Program for the Northwestern Pacific Railroad Right-of-Way (from Tamalpais Drive, Corte Madera, to Novato Creek, Novato) with Steadfast Insurance Company, for a one-year term, with a liability limit of $1 million each occurrence/annual aggregate and a deductible of $10,000 per occurrence, for an annual premium of $19,509, effective July 1, 2005;

d. Renew the Public Officials’ Liability Insurance Program, with American International Group, for a one-year term, with a liability of $5 million each occurrence/annual aggregate and a self-insured retention of $100,000 each claim, for an annual premium of $73,724, excluding terrorism insurance, effective July 1, 2005; and,

e. Renew the Public Employees’ Faithful Performance Bond and Comprehensive Dishonesty, Destruction and Disappearance Bond, with Fidelity and Deposit Company of Maryland, for a one-year term, with a liability limit of $1 million for employee dishonesty and computer fraud, subject to a $25,000 deductible and $5,000 deductible respectively, and a liability limit of $500,000 for loss of money and securities at the Golden Gate Bridge Toll Plaza, subject to a $5,000 deductible and $15,000 limit at all other locations with a deductible of $5,000, for an annual premium of $14,885, effective July 1, 2005;

with the understanding that requisite funds are available in the FY 05/06 Operating Budgets for the Bridge, Bus, Ferry and District divisions.

Adopted

AYES (12): Directors Brown, Cochran, Eddie, Hernández, Kerns, Martini, Moylan, Murray, Pahre, Shahum and Stroeh; President Middlebrook

NOES (0): None

ABSENT (7): Directors Ammiano, Dufty, McGoldrick, Reilly and Sandoval; Second Vice President Boro; First Vice President Harrison

10. Adopt the FY 05/06 Operating and Capital Budget

As noted above, the matter of, Adopt the FY 05/06 Operating and Capital Budget, was discussed at the June 9, 2005 meeting of the Finance-Auditing Committee. The recommendation included in the June 9th staff report did not describe the details involved in Item “d” relating to changes in the Table of Organization. The Advisory Committee for Labor Relations met on June 10, 2005 , to discuss those details. A staff report which outlined the details involved in Item “d” of the recommendation for this matter was provided to the Board of Directors , referenced as “Addendum to Agenda Item No. 8.C.3.” The recommendation on this matter was presented to the Board of Directors by Acting Chair Pahre.


Directors PAHRE/KERNS


Resolution No. 2004-051 adopts the FY 05/06 Operating and Capital Budget, including the following actions:
a. Approve the District workplans, goals and objectives, as contained in the Budget document;
b. Approve the following actions relative to salary increases:

1. Approve a 3% salary increase, as negotiated by the Coalition for represented and non-represented employees, effective July 1, 2005; and,

2. Approve a 2% salary increase, as negotiated by the Amalgamated Transit Union, Local No. 1575, for its represented employees, effective March 1, 2006;

c. Approve changes to the Reserve Structure; and,
d. Approve changes to the Table of Organization, effective July 1, 2005, including the following related actions:

1. Authorize a phased elimination of eight positions, beginning July 1, 2005, as outlined below;

Division

Position

Status

District

Senior Programmer Analyst (1)

Filled

Bridge

Bridge Officer (1)

Filled

Ferry

Ticket Agent (1)

Filled

Ferry

Terminal Assistant (1)

Filled

Ferry

Ferry Operations Supervisor, F/T (1)

Filled

District

Data Center Administrator (1)

Vacant

Ferry

Deckhand (1)

Vacant

Ferry

Mechanic (1)

Vacant

 

2. Authorize the General Manager to take necessary steps to implement the reduction-in-force;

3. Approve the offer of an Enhanced Separation Package option for non-represented employees similar to the package offered during other recent staffing reductions, including modifications approved by the Board in January 2004 as part of the Union Coalition agreement, which option would be in effect and available for 45 days, beginning the date the package is offered to the individual;

4. Authorize staff to engage in a meet-and-confer process with affected unions regarding implementation of the authorized reduction-in-force within their unit;

5. Approve a change in employment status of eight positions (five job classifications), as outlined below:

Division

Position

Current Status

Change To

District

Senior Engineer (1)

Limited Term

Regular

District

Office Specialist Engineering (2)

Limited Term

Regular

Ferry

Deckhand (2)

Seasonal

Casual

Ferry

Ticket Agent (2)

Seasonal

Casual

Ferry

Vessel Master (1)

Seasonal

Casual

6. Authorize the addition of seven positions, as outlined below, which position additions reflect current staffing needs and some realignment of duties and position eliminations.

Division

Position

Bridge

Bridge Sergeant (1)

Bridge

Patrol Officers (2)

Bus

Dispatcher, F/T (1)

District

Real Estate Specialist, L/T ext. (1)

District

Network Support Specialist (1)

Ferry

Operations Supervisor, P/T (1)

Adopted

AYES (13): Directors Brown, Cochran, Eddie, Hernández, Kerns, Martini, McGoldrick, Moylan, Murray, Pahre, Shahum and Stroeh; President Middlebrook

NOES (0): None

ABSENT (6): Directors Ammiano, Dufty, Reilly and Sandoval; Second Vice President Boro; First Vice President Harrison

REPORT OF THE MEETING OF THE GOVERNMENTAL AFFAIRS AND PUBLIC INFORMATION COMMITTEE/COMMITTEE OF THE WHOLE MEETING OF MAY 27, 2005

11. All items contained in this report are informational.

REPORT OF THE RULES, POLICY AND INDUSTRIAL RELATIONS COMMITTEE/ COMMITTEE OF THE WHOLE MEETING OF JUNE 10, 2005

12. Approve an Amendment to the Procurement Manual Relative to the Procurement Process For Professional Service Agreements Not Exceeding $7,500

Directors MURRAY/PAHRE

Resolution No. 2005-052 approves an amendment to the Procurement Manual relative to Section III., SMALL PURCHASE PROCEDURES, Subsection C., Simplified Negotiations for Service Contracts Not Exceeding $20,000, authorizing District staff to retain professional services without obtaining competitive quotations, if the estimate does not exceed $7,500, by replacing Subsection C. in its entirety, as outlined below:

III. SMALL PURCHASE PROCEDURES

C. Simplified Negotiations for Service Contracts Not Exceeding $20,000

1. Professional Services Not Exceeding $7,500. Professional services may be retained without obtaining competitive quotations, if the estimate does not exceed $7,500. Work should not be arbitrarily segmented or split in order to avoid the requirements for competition.

When the Office of Primary Interest determines that a need exists for professional services not exceeding $7,500, it will request that the Consultant submit in writing a brief proposal that includes (a) a description of the services to be provided; (b) an estimated schedule for completion; (c) fee structure, including a total all inclusive sum including hourly rates and expenses; and (d) indemnification and insurance requirements as prescribed by the District. (A separate description of the District’s insurance and indemnification requirements is available to be used for this purpose).

The Office of Primary Intent must evaluate the proposed price and determine if it is fair and reasonable, and may negotiate final terms and conditions of the engagement with the proposer. Upon review and acceptance of the proposal, the Office of Primary Interest will submit a completed Requisition Form to the District Purchasing Office, which shall be signed by the responsible Deputy General Manager, or District Officer. The Consultant’s written proposal shall be attached.

The Requisition Form will indicate that the Office of Primary Interest has determined that the scope of work is suitable for a noncompetitive approach and that the cost is fair and reasonable. The District Purchasing Office will process a purchase order to formalize the engagement.

2. Service Contracts Not Exceeding $20,000. To retain professional services between $7,500 to $20,000, a simplified negotiations process may be used. This process may also be used to retain non-professional services, as an alternative to the Informal Bidding process described in Section III.B, when the cost does not exceed $20,000. Generally, this process consists of the issuance of a written solicitation to prospective proposers describing the scope of services required, time frame, and deliverables. Formal advertising is not required. Selection is made based upon the proposer’s qualifications and experience, timeliness, approach and, for non-architectural/engineering services, cost. (See Section V.N below for a discussion of architectural/engineering services.) The District may negotiate the terms and conditions of the engagement with the highest ranked proposer, or may award the contract without negotiations.

The District shall not arbitrarily split work so as to avoid the formal Request for Proposals process described in Chapter V below. Staff is encouraged to consider the Request for Proposals process to contract for on-call services for a specified duration.

a. Simplified Negotiations Process. The Office of Primary Interest shall initiate the simplified negotiations process by verifying with the Auditor-Controller that funds are available within the approved budget. The Office of Primary Interest shall prepare a Solicitation Letter describing the scope of services requested, time for completion, minimum qualifications, and selection criteria in relative order of importance, generally as contained in the sample form provided in the Procurement Forms Binder, and attach the Professional Services Agreement that will apply to the engagement also included in the Procurement Forms Binder.

The Office of Primary Interest, in consultation with the District’s insurance advisor and Attorney, will determine what types and levels of insurance, if any, shall apply, taking into consideration the risk factors associated with the engagement. Typically the consultant shall be required to have a minimum of $1,000,000 per occurrence general and automobile liability insurance, and may be required to maintain professional liability insurance.

The Office of Primary Interest shall make best efforts to obtain a minimum of three written proposals, utilizing names obtained from locator files, trade journals, trade sources and the DBE Vendor Lists. The Office of Primary Interest shall consult the DBE Program Administrator for names of potential DBE proposers. Written proposals shall be submitted within the time frame specified in the Solicitation Letter and shall describe the proposer’s qualifications and experience, approach to the work, and cost proposal (for non-architectural/engineering contracts).

b. Simplified Negotiations Evaluation and Award. Proposals shall be evaluated by the Office of Primary Interest. The proposer that best meets the District’s needs in accordance with the selection criteria identified in the Solicitation Letter shall be selected for award or for further negotiations as to the final scope of work and price, if necessary. Upon successful completion of negotiations, the Office of Primary Interest shall notify the DBE Program Administrator and the Auditor-Controller’s office. The Professional Services Agreement shall be executed by the District’s authorized representative and the consultant and retained by the Office of Primary Interest. Required insurance coverage shall be verified before the District issues the Notice to Proceed.

Adopted

AYES (14): Directors Ammiano, Brown, Cochran, Eddie, Hernández, Kerns, Martini, McGoldrick, Moylan, Murray, Pahre, Shahum and Stroeh; President Middlebrook

NOES (0): None

ABSENT (5): Directors Dufty, Reilly and Sandoval; Second Vice President Boro; First Vice President Harrison

CLOSED SESSION

13. Attorney’s Report

Attorney David Miller, at the request of President Middlebrook, stated that the Board of Directors would convene in closed session to discuss one matter of pending litigation, Golden Gate Bridge, Highway and Transportation District (District) vs. Marsh and McLennan Companies, Inc., et al .

After closed session, President Middlebrook called the meeting to order in open session, with a quorum present. Attorney Miller reported that the Board of Directors met in closed session, as permitted by the Brown Act, to hear a report from the Furth Firm, LLP, the outside counsel representing the District, regarding the pending litigation matter of District vs. Marsh and McLennan Companies, Inc., et al. The Board of Directors provided instructions to the Attorney and the General Manager relative to this matter and the Attorney reported that this matter will be further discussed at the June 24, 2005, meeting of the Board of Directors.

ADJOURNMENT

14. All business having been concluded, the meeting was adjourned at

Respectfully submitted,

/s/ Janet S. Tarantino, Secretary of the District