19-2005

GOLDEN GATE BRIDGE, HIGHWAY AND TRANSPORTATION DISTRICT

MEMORANDUM OF MINUTES

BOARD OF DIRECTORS MEETING

OCTOBER 28, 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, October 28, 2005, at 10:00 a.m., President Middlebrook presiding.

ROLL CALL

	Directors Present (15): Directors Brown, Cochran, Dufty, Eddie, Hernández, Martini, McGoldrick, Murray, Newhouse Segal, Pahre, Reilly and Stroeh; Second Vice President Boro; First Vice President Moylan; President Middlebrook

	Directors Absent (4): Directors Ammiano, Kerns, Sandoval and Shahum

	Staff Present: General Manager Celia G. Kupersmith; District Engineer Denis J. Mulligan; Auditor-Controller Joseph M. Wire; Secretary of the District Janet S. Tarantino; Attorney David J. Miller; Deputy General Manager/Bridge Division Kary H. Witt; 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; Executive Assistant to the General Manager Amorette Ko; Assistant Clerk of the Board Patsy Whala; Captain Locati

	Visitors Present: None

PLEDGE OF ALLEGIANCE

	Director Janet Reilly led the Board of Directors in the Pledge of Allegiance to the Flag.

PUBLIC COMMENT

	There was no public comment.

CONSENT CALENDAR

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

	AYES (15): Directors Brown, Cochran, Dufty, Eddie, Hernández, Martini, McGoldrick, Murray, Newhouse Segal, Pahre, Reilly and Stroeh; Second Vice President Boro; First Vice President Moylan; President Middlebrook NOES (0): None ABSENT (4): Directors Ammiano, Kerns, Sandoval and Shahum

1.	Approve the Minutes of the Regular Meeting of the Board of Directors of October 14, 2005 Carried

2.	Denial of Claims

	a.	Amended Claim of Stephen Goldiamond (May 1, 2005 Incident) Carried
	b.	Amended Claim of Stephen Goldiamond (May 9, 2005 Incident) Carried
	c.	Subrogation Claim of California Casualty Indemnity Exchange (Insured: Larry Batiste and Linda Beaty) Carried
	d.	Claim of Maria Azanon Carried
	e.	Claim of Antonio Oliveros Carried
	f.	Claim of Judy O’Connor Carried
	g.	Subrogation Claim of Sedgwick Claims Management Services, Inc. (Insured: American Medical Response) Carried

GENERAL MANAGER'S REPORT

3.	Announcement

	General Manager Celia Kupersmith stated that December 1, 2005, marks the 50th anniversary of the date that Civil Rights Activist Rosa Parks refused to give up her bus seat, an action that led to the bus boycott lasting 382-days and launching the modern civil rights movement. Ms. Kupersmith announced that the District will be participating in a national recognition program by the American Public Transportation Association in December to honor Ms. Parks. In addition, the District will place an insert in the Winter Edition of the Golden Gate Bus and Ferry Transit Guide acknowledging Rosa Parks’ role in using public transportation as a primary vehicle to take a stand on this extremely important issue.

4.	Special Recognition of Employees Directly Involved in the April 9, 2005, Toll Plaza Incident

	General Manager Celia Kupersmith presented a Certificate of Appreciation to Jaqi, Bob and Elena, District employees involved in the shooting incident that took place at the Golden Gate Bridge Toll Plaza during a robbery on April 9, 2005. President Middlebrook expressed her deepest appreciation to these employees for their heroic efforts in the horrific incident.

ATTORNEY’S REPORT

5.	Attorney Miller reported that all items contained in the Attorney’s Report were informational. Mr. Miller also reported that a closed session would be held just prior to the conclusion of the meeting to discuss matters related to public employee performance evaluations for the District Engineer and the Attorney for the District.

ENGINEER’S REPORT

6.	District Engineer Denis Mulligan reported that all items contained in the Engineer’s Report were informational. Mr. Mulligan reported that work relative to Contract No. 2006-B-6, Toll Plaza Transfer Points Improvements, will begin on Monday, October 31, 2005, and this work will disrupt parking in the lot adjacent to the Administration Building. He stated that additional parking will be made available for Directors on days when Committee and Board meetings are scheduled. He also reported that toll lane number one will be closed for approximately six weeks to facilitate construction work associated with this Contract. Ms. Kupersmith further reported that the District will be providing a covered waiting area for bus passengers during the entire duration of this construction project. She noted that the District recently received a letter addressed to the Board of Directors from the Bus Passengers Advisory Committee (BPAC), dated October 26, 2005, inquiring as to whether bus passengers will be provided a safe and secure shelter during the contract construction period; and, Ms. Kupersmith assured the Board that staff will inform the members of BPAC about the status of this project.

REPORT OF THE TRANSPORTATION COMMITTEE/COMMITTEE OF THE WHOLE MEETING OF OCTOBER 13, 2005

7.	All 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 October 14, 2005.

REPORT OF THE FINANCE-AUDITING COMMITTEE/COMMITTEE OF THE WHOLE MEETING OF OCTOBER 13, 2005

8.	All 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 October 14, 2005.

REPORT OF THE FINANCE-AUDITING COMMITTEE/COMMITTEE OF THE WHOLE MEETING OF OCTOBER 27, 2005

9.	Authorize a Transfer from the FY 05/06 Bridge Division Capital Budget to the FY 05/06 Bridge Division Operating Budget for Purchase of LIDAR Equipment

	Directors STROEH/COCHRAN Resolution No. 2005-086 authorizes a transfer of $9,000 from the FY 05/06 Bridge Division Capital Budget to the FY 05/06 Bridge Division Operating Budget for the purchase of Light Detecting and Ranging equipment to be used by the California Highway Patrol for speed enforcement on the Golden Gate Bridge. Adopted

	AYES (15): Directors Brown, Cochran, Dufty, Eddie, Hernández, Martini, McGoldrick, Murray, Newhouse Segal, Pahre, Reilly and Stroeh; Second Vice President Boro; First Vice President Moylan; President Middlebrook NOES (0): None ABSENT (4): Directors Ammiano, Kerns, Sandoval and Shahum

REPORT OF THE RULES, POLICY AND INDUSTRIAL RELATIONS COMMITTEE/COMMITTEE OF THE WHOLE MEETING OF OCTOBER 14, 2005

10.	Approve Revisions to Human Resources Policies and Amend the Human Resources Guide

	At the Board of Directors meeting on Friday, October 28, 2005, the President re-referred the matter of, “Approve Revisions to Human Resources Policies and Amend the Human Resources Guide,” to a future meeting of the Rules, Policy and Industrial Relations (Rules) Committee for further discussion regarding concerns raised following the Rules Committee approval.

CLOSED SESSION

11.	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 matters related to the public employee performance evaluations for the District Engineer and the Attorney for the District, listed on the agenda as Item Nos. 6.B.1. a. and b. 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, and received a report from the Advisory Committee for Review of Officers of the District regarding the performance evaluations of the District Engineer and the Attorney for the District. He further reported that Chair Boro would present the Advisory Committee’s recommendations. Chair Boro offered the following recommendations as relates to the District Engineer and the Attorney for the District, as follows:

	a.	Approve a Five-Year Extension of the Employment Agreement with the District Engineer

		Directors BORO/STROEH Resolution No. 2005-087 approves a five-year extension of the Employment Agreement with the District Engineer, commencing March 1, 2006, through February 28, 2011, with the understanding that upon the annual anniversary date of the extended term, and provided so long as Mr. Mulligan remains in the service of the District, an allocation of the sum of $7,500 be authorized into the Supplemental Pension Plan for the benefit of the District Engineer; and, with the further understanding that this element of the District Engineer’s overall compensation package is to be treated separately from, and shall not be deemed in lieu of, annual performance-based compensation decisions. Adopted

		AYES (15): Directors Brown, Cochran, Dufty, Eddie, Hernández, Martini, McGoldrick, Murray, Newhouse Segal, Pahre, Reilly and Stroeh; Second Vice President Boro; First Vice President Moylan; President Middlebrook NOES (0): None ABSENT (4): Directors Ammiano, Kerns, Sandoval and Shahum

	b.	Discussion Relative to the Annual Performance Evaluation of the Attorney for the District

		Director McGoldrick inquired regarding the restructuring of the Attorney’s fee arrangement. In response, Attorney Miller stated that historically, all attorney services for the District have been provided on an hourly rate basis, which is currently $250 per hour. He further stated that due to the District’s financial constraints, he has proposed a cost-savings measure that would restructure the fee arrangement for Attorney services based on the type of work performed. He explained that a fixed monthly fee is being offered for certain services that are relatively predictable, such as providing day-to-day advice, attending meetings and assisting with relatively uncomplicated procurements. He further explained that more complex and unpredictable legal services would continue to be billed on an hourly basis, including litigation, employment law, construction projects, legislative support and other major projects. He acknowledged that this proposed fixed fee arrangement may pose some financial risk to his firm since the actual cost of services rendered may exceed the amount of the monthly fixed fee, but believes that this new proposed fee arrangement should be beneficial to the District at a time when the District continues to face financial challenges.

		Director Murray inquired as to whether the fixed fee arrangement is a not-to-exceed amount, noting that this fee arrangement could realize savings for the District. In response, Mr. Miller answered in the affirmative, noting that he calculated the proposed fixed fee amount based on patterns he has observed in almost 30 years of experience working on District legal matters. He further noted that the fixed fee arrangement previously was proposed to the Advisory Committee by his law firm in recognition of the District’s ongoing financial constraints. He further stated that if it was the desire of the Board to approve this new fixed fee arrangement, then it would be prudent to monitor and evaluate this arrangement for future discussion.

		In response to an inquiry by Director Stroeh regarding the total amount that the District pays in legal fees, Mr. Miller replied that the District pays approximately $2.5 million in legal fees per year, representing approximately 1.4% of the total budget. Director Stroeh noted that in the context of the total budget for legal fees, the proposed fixed fee amount of $80,000 per month for the period from January 1, 2006 through June 30, 2006, with an increase to $85,000 per month for the period from July 1, 2006 through June 30, 2007, is reasonable.

		Director Eddie described the difference between hiring in-house legal counsel versus outside legal counsel, noting that the expense of in-house legal counsel would include additional costs for a benefit package and office space. He stated that by hiring outside legal counsel, the District realizes cost savings by avoiding these additional costs. He expressed his support for the proposed fixed fee arrangement, and further suggested that the Board have an opportunity to review the Attorney’s budget for FY 06/07, in order to determine whether or not this new fixed fee arrangement is fair and equitable to both parties.

	c.	Approve Actions Relative to the Annual Performance Evaluation of the Attorney for the District

		Directors EDDIE/STROEH Resolution No. 2005-088 approves compensation for the services of the Attorney for the District at the rate of $270 per hour, effective January 1, 2006, and $290 per hour, effective January 1, 2007, for litigation, employment law, construction projects, legislative support, and other major projects; with the understanding that all other legal services shall be provided for a fixed fee of $80,000 per month during the period from January 1, 2006 through June 30, 2006, and at $85,000 per month during the period from July 1, 2006 to June 30, 2007, and with the further understanding that the ongoing financial feasibility of a fixed fee component will be reevaluated jointly by the Attorney for the District and the Board of Directors during FY 06/07. Adopted

		AYES (15): Directors Brown, Cochran, Dufty, Eddie, Hernández, Martini, McGoldrick, Murray, Newhouse Segal, Pahre, Reilly and Stroeh; Second Vice President Boro; First Vice President Moylan; President Middlebrook NOES (0): None ABSENT (4): Directors Ammiano, Kerns, Sandoval and Shahum

ADJOURNMENT

12.	All business having been concluded, the meeting was adjourned at 10:50 a.m., in the memory of Roger Alan Blasberg, M.D., Professor Bruce A. Bolt, Richard Ongaro, Edward Tarrant and Sharon T. Yerbic.

Respectfully submitted,

/s/ Janet S. Tarantino

Secretary of the District