June 21, 2007
(For Board: July 13, 2007)
REPORT OF THE FINANCE-AUDITING COMMITTEE/
COMMITTEE OF THE WHOLE
Honorable Board of Directors
Golden Gate Bridge, Highway
and Transportation District
Honorable Members:
A meeting of the Finance-Auditing Committee/Committee of the Whole was held in the Board Room, Administration Building, Toll Plaza, San Francisco, California, on Thursday, June 21, 2007, at 10:30 a.m., Chair Stroeh presiding.
Committee Members Present (7): Chair Stroeh; Directors Cochran, Eddie, Grosboll, Middlebrook and Reilly; President Moylan (Ex Officio)
Committee Members Absent (2): Vice Chair Pahre; Director Boro
Other Directors Present (3): Directors Hernández, Martini and Newhouse Segal
Committee of the Whole Members Present (10): Directors Cochran, Eddie, Grosboll, Hernández, Martini, Middlebrook, Newhouse Segal, Reilly and Stroeh; President Moylan
Committee of the Whole Members Absent (8): Directors Brown, Dufty, Kerns, McGlashan, McGoldrick, Pahre and Sandoval; Second Vice President Ammiano; First Vice President Boro
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 Patrick Miyaki; 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; Director of Risk Management and Safety William Stafford; Planning Director Alan R. Zahradnik; Capital and Grant Programs Manager Gayle Prior; Assistant Clerk of the Board Karen B. Engbretson; Executive Assistant to the General Manager Amorette Ko
Visitors Present: None
| 1. | Ratify Actions by the Auditor-Controller In a memorandum to Committee, Auditor-Controller Joseph Wire and General Manager Celia Kupersmith outlined commitments, disbursements and investments made on behalf of the District. The report also included a copy of the District’s Investment Report from PFM Asset Management LLC (PFM). A copy of the staff report, with attachments, is available in the Office of the District Secretary and on the District’s web site. At the meeting, Nancy Jones described the latest economic news and current interest rates for the District’s portfolio. She highlighted a chart on page 1 of PFM’s memorandum included in the staff report, which showed that yields for two-year U.S. Treasury Notes remained within a specific trading range for a 10-month period. She further stated that in late January and early February 2007, when rates peaked within that trading range, the District’s Portfolio Manager purchased approximately $10 million in federal agency and corporate securities at rates between 5.22% and 5.35%. Ms. Jones reported that there have been mixed opinions by leading economists with regards to the direction of the economy. She stated that former Federal Reserve Chairman Alan Greenspan is concerned about a slowing economy, but that current Federal Reserve Chairman Ben Bernanke is concerned about inflation. In addition, there have been fluctuations in Portfolio Managers’ predictions about where the Federal Funds Rate will be by December 2007, so there is some uncertainty of the direction the market is heading. She noted that both the trade deficit and changes in the housing market are slowing the economy down. Staff recommended and the Committee concurred by motion made and seconded by Directors COCHRAN/MOYLAN to forward the following recommendation to the Board of Directors for its consideration: RECOMMENDATION The Finance-Auditing Committee recommends that the Board of Directors authorize the following actions by the Auditor-Controller: |
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| a. | Ratify commitments and/or expenditures for the period May 1, 2007, through May 31, 2007, totaling $65,568.00; |
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| b. | Ratify investments made by the Auditor-Controller during the period May 15, 2007, through June 11, 2007, as follows; |
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SECURITY |
PURCHASE DATE |
MATURITY DATE |
ORIGINAL COST |
PERCENT YIELD |
| CBA (DE) Finance, Commercial Paper | 05/18/07 |
06/04/07 |
3,044,426.38 |
5.255 |
| Deutsche Bank, LLC, Commercial Paper | 05/21/07 |
06/04/07 |
4,231,343.33 |
5.25 |
| FHLB Disc Note | 05/21/07 |
06/01/07 |
5,990,604.17 |
5.125 |
| Merrill Lynch & CO Notes | 05/29/07 |
11/04/10 |
7,806,480.00 |
5.28 |
| Dresdner US Finance, Commercial Paper | 06/04/07 |
07/05/07 |
10,745,016.22 |
5.29 |
| Dexia Delaware, LLC, Commercial Paper | 06/07/07 |
07/05/07 |
7,976,296.59 |
5.25 |
| UBS Finance Delaware, LLC, Commercial Paper | 06/11/07 |
07/20/07 |
5,954,937.56 |
5.25 |
| c. | Authorize the Auditor-Controller to re-invest, within the established policy of the Board, investments maturing between June 12, 2007, and July 16, 2007, as well as the investment of all other funds not required to cover expenditures that may become available; and, |
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| d. | Accept the Investment Report for May 2007 prepared by PFM. Action by the Board - Resolution |
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AYES (10): Directors Cochran, Eddie, Grosboll, Hernández, Martini, Middlebrook, Newhouse Segal, Reilly and Stroeh; President Moylan NOES (0): None |
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| 2.a. | Authorize a Budget Transfer from the FY 06/07 Bridge Division Capital Budget to the FY 06/07 Ferry Transit Division Capital Budget Relative to the Award of Contract No. 2007-FT-3, Larkspur Ferry Terminal Administration Building Improvements, to KCK Builders, Inc. This item was removed from the agenda due to the recommendation by the Building and Operating Committee at its meeting of June 21, 2007, to reject all bids for Contract No. 2007-FT-3, Larkspur Ferry Terminal Administration Building Improvements, to KCK Builders, Inc. |
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| 3. | Presentation from the San Francisco County Transportation Authority on Mobility, Access and Pricing Study General Manager Celia Kupersmith introduced José Luis Moscovich, Tilly Chang and Elizabeth Bent of the San Francisco County Transportation Authority (SFCTA), who gave a PowerPoint slide presentation on the San Francisco Mobility, Access and Pricing Study (Pricing Study). Ms. Kupersmith stated that the District requested that the SFCTA provide this presentation to the Committee regarding SFCTA’s studies relative to charging a congestion fee in downtown San Francisco, as well as funding for the Doyle Drive Replacement Project. A copy of the presentation is available in the Office of the Secretary of the District. José Luis Moscovich, Executive Director of the SFCTA, thanked the Committee for the opportunity to discuss the progress that SFCTA has achieved regarding the Doyle Drive Replacement Project. He stated that the centerpiece of the relationship between the SFCTA and the District for the past decade has been the replacement of the aging Doyle Drive structure, the south approach to the Golden Gate Bridge. He provided a status of the significant progress made to date, including the completion of the Environmental Impact Statement/Report and a major commitment from the State of California to contribute $405 million in Proposition 1B funding, more than one-half of the total construction cost for the Doyle Drive Replacement Project. He further stated that the SFCTA is seeking federal grants to close the funding gap for the Doyle Drive Replacement Project, in addition to seeking ways to solve the traffic congestion problems in San Francisco. He stated that an opportunity has surfaced through the U.S. Department of Transportation (DOT) Urban Partnership Program, to acquire considerable federal discretionary funding that can be applied to the Doyle Drive Replacement Project, as well as provide funding for a Pricing Study. Mr. Moscovich introduced Elizabeth Bent, Senior Transportation Planner at the SFCTA, whose presentation would include information on SFCTA’s Pricing Study. Ms. Bent provided a status report on the Pricing Study in regards to the role of congestion pricing in solving traffic congestion problems in the City and County of San Francisco. She described congestion pricing as a user fee paid by motorists on congested roads, which fee provides revenues typically reinvested in transportation improvements. She described the traffic congestion problems in downtown San Francisco, as well as the environmental and economic impacts of such congestion. She further described the approach of the Pricing Study, which focuses on system performance, policy framework, financial and economic impacts, technology systems, regulations and institutions, as well as public participation. The Pricing Study includes funding partners, such as the U.S. Department of Transportation (DOT), the Metropolitan Transportation Commission (MTC) and the SFCTA. In addition, a team of SFCTA staff and various consultants, as well as several stakeholder advisory committees, will be involved in the Pricing Study. The Pricing Study is estimated to begin in the winter of 2007 and to be concluded by the summer of 2008. Tilly Chang outlined the Urban Partnership Program, stating that this Program is an opportunity for federal government to make a significant investment in Bay Area transportation improvement projects. Ms. Chang explained that the San Francisco Bay Area regional proposal is requesting funds in an amount over $500 million from the Urban Partnership Program, which Program has a total of up to $1.1 billion in funding for disbursement to various urban areas and modes nationwide. Ms. Chang noted that the DOT will evaluate the various Urban Partnership Program proposals and has the authority to either distribute smaller portions of the $1.1 billion to several different urban projects, or distribute larger portions of the funding to one or two key projects that most closely match the criteria of the Urban Partnership Program. Ms. Chang described the SFCTA’s Urban Partnership Program elements, including the following:
Ms. Chang explained why the SFCTA is considering using the Doyle Drive Value Pricing Program. She noted that the State of California, Department of Transportation, has requested that the SFCTA use possible tolling on Doyle Drive as part of the solution to fund the gap for the Doyle Drive Replacement Project. She stated that the SFCTA’s Doyle Drive funding plan does rely on a user fee-based toll revenue for Doyle Drive, and that the SFCTA decided to include such tolls in its Urban Partnership Program proposal due to the funding need, existing congestion, electronic toll collection technology and available transit in the Doyle Drive corridor. She noted that the SFCTA staff has met District staff on several occasions while preparing the Urban Partnership Program proposal in order to bring to the District’s attention the possible tolling on Doyle Drive, whether it be collected by the existing District toll collectors at the Golden Gate Bridge Toll Plaza, or be collected by a new source at a separate location on Doyle Drive. She also stated that the SFCTA understands that there are and may be many concerns regarding tolling on Doyle Drive and had hoped to formally engage the District in the process while it prepared its Pricing Study over the next year, but that the application deadlines for the Urban Partnership Program created an urgency to advance the proposal at this time. Ms. Chang further explained that the SFCTA’s Urban Partnership Program proposal has been short-listed by the DOT to compete with up to five urban areas for the total $1.1 billion in program funding. The SFCTA will be notified in July 2007 regarding the final designation, and whether the SFCTA will share the $1.1 billion with two, three or up to five other cities. She noted that SFCTA representatives will be traveling to Washington, D.C., on July 21, 2007, to begin final negotiations with the United States Department of Transportation, including discussions with the Secretary of Transportation, regarding the SFCTA’s Urban Partnership Program proposal. Ms. Chang noted that the SFCTA has completed a Doyle Drive Toll Study, which is a very preliminary analysis using travel forecasts from the MTC. She stated that the Doyle Drive Toll Study will be updated with more robust traffic projections using the SFCTA travel forecast models currently in development. She stated that the SFCTA tested and developed cost estimates for seven toll scenarios, with tolls being collected either at the Golden Gate Bridge Toll Plaza or on Doyle Drive just south of the Bridge. The Doyle Drive Toll Study contemplates very minimal diversion of traffic due to the toll because of the inelastic traffic demand on the Bridge, but some traffic will shift to non-commute times or to transit. Ms. Chang noted that Doyle Drive toll revenue, projected to yield $20-30 million per year, would first go to pay for the Doyle Drive Replacement Project, and then toward transit enhancements in the corridor, including Golden Gate Transit. Discussion ensued, including the following:
Action by the Board – None Required |
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| 4. | Approve Renewal of the Liability Insurance Program In a memorandum to Committee, Risk Management and Safety Director William L. Stafford, Auditor-Controller Joseph Wire and General Manager Celia Kupersmith reported on the annual renewal of the District’s Liability Insurance Program, which renews on July 1, 2007. The report included recommended options for the following elements of the Liability Insurance Program: |
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| a. | Excess General and Automobile Liability Insurance Program; |
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| b. | Excess Workers’ Compensation and Employers’ Liability Insurance Program; |
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| c. | General Liability Insurance Program for the remaining Northwestern Pacific Railroad Right-of-Way under District control; |
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| d. | Public Officials’ Liability Insurance Program; and, |
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| e. | Public Employees’ Faithful Performance Bond and Comprehensive Dishonesty, Destruction and Disappearance Bond (Crime/Fidelity Bond). |
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The report included an attached Liability Insurance Renewal presentation provided by the District’s Insurance Advisor, Marsh Risk and Insurance Services (Marsh). The report and the Marsh attachment contained detailed discussions of the renewal recommendations, alternative options, overall insurance market condition and specifics on the premium cost and coverage limits, as well as a description of the work provided by Marsh with respect to the renewal of the Liability Insurance Program. The report noted that this year’s renewal of the Liability Insurance Program resulted in a 1 percent increase in the amount of the total premium over the expiring premium, primarily due to an increase in limits and a reduction in the District’s self-insured retention for the Excess General and Automobile Liability Insurance Program, as well as changes in payroll forecasting for the Excess Workers’ Compensation and Employers’ Liability Insurance Program. The report stated that all of the recommended renewals are for one year, with the exception of the Crime/Fidelity Bond, which is recommended to renew for a three-year term with a reduced premium cost. A copy of the report and the Marsh presentation are available in the Office of the District Secretary and on the District’s web site.
Staff recommended and the Committee concurred by motion made and seconded by Directors EDDIE/COCHRAN to forward the following recommendation to the Board of Directors for its consideration: RECOMMENDATION The Finance-Auditing Committee recommends that the Board of Directors approve the Liability Insurance Program, as follows: |
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| a. | Renew the Excess General and Automobile Liability Insurance Program, with American International Specialty Lines Insurance Company (ASLIC/AIG), Lexington, Arch and RSUI Indemnity, for a one-year term, with a liability limit of $100 million each occurrence/annual aggregate in excess of a self-insured retention of $3 million each occurrence, for a total annual premium of $1,298,028, effective July 1, 2007; |
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| 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 $296,932, effective July 1, 2007; |
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| c. | Renew the General Liability Insurance Program for the remaining portions of the Northwestern Pacific Railroad Right-of-Way under District jurisdiction (several easements south of the Larkspur Ferry Terminal (LFT), an overflow parking lot north of the LFT, a plot north of the California Park Hill Tunnel and a 200-foot section running through the San Rafael Transit Center), 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 $14,812, effective July 1, 2007; |
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| d. | Renew the Public Officials’ Liability Insurance Program, with National Union Fire Insurance Company, 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 $66,079, excluding terrorism insurance, effective July 1, 2007; and, |
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| e. | Renew the Public Employees’ Faithful Performance Bond and Comprehensive Dishonesty, Destruction and Disappearance Bond, with Fidelity and Deposit Company of Maryland, for a three-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 $11,320, effective July 1, 2007; |
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with the understanding that requisite funds are available in the FY 07/08 Operating Budgets for the Bridge, Bus, Ferry and District divisions. Action by the Board - Resolution AYES (10): Directors Cochran, Eddie, Grosboll, Hernández, Martini, Middlebrook, Newhouse Segal, Reilly and Stroeh; President Moylan |
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| 5. | Approve Renewal of the Health and Benefit Insurance Plans In a memorandum to Committee, Deputy General Manager/Administration & Development Teri W. Mantony, Auditor-Controller Joseph Wire and General Manager Celia Kupersmith provided staff’s recommendation for renewal of the District’s Health and Benefit Insurance Plans for FY 06/07. The Health and Benefit Insurance Plans renew on July 1, 2006, and include the following policies: |
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| a. | Group Life, Accidental Death & Dismemberment and Dependent Life Plan; |
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| b. | Medical Stop-Loss Coverage; |
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| c. | Kaiser Foundation Health Plan; |
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| d. | Blue Shield of California PPO Plan; |
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| e. | Blue Shield of California HMO Plan; |
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| f. | Caremark Prescription Drug Plan; |
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g. |
U.S. Behavioral Health Services; |
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| h. | Vision Service Plan of California; and, |
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| i. | Delta Dental Plan of California. |
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The report stated that additional structural changes to the health and benefit plans were negotiated with the Union Coalition during the 2006 bargaining cycle, including slightly higher deductibles and creation of a fourth prescription tier for extremely expensive biotech drugs, with said changes resulting in modest savings to the District. The report described various wellness activities that have been expanded during FY 06/07. The report also stated that Towers Perrin, the District’s Health and Employee Benefits Broker, successfully negotiated new contracts with several of the District health and benefit insurance providers, including the Blue Shield of California PPO Plan, Caremark Prescription Drug Plan, Delta Dental Plan of California and Medical Stop-Loss Coverage. The report also provided details regarding the negotiated changes for these contracts. The report noted that a three-year contract is recommended for the Caremark Prescription Drug Plan, and explained why a three-year, rather than a one-year, contract would be more beneficial to the District. The report included a chart that compared the percentage of increase in costs of the various plans from FY 06/07 to FY 07/08. The report further stated that staff recommends approval of the above-described health and benefit insurance plans for FY 07/08, with an effective renewal date of July 1, 2007. A copy of the report is available in the Office of the District Secretary and on the District’s web site. At the meeting, Teri Mantony summarized the staff report, noting that Towers Perrin, the District’s health and employee benefits broker, was able to negotiate a 12 percent savings for the Medical Stop-Loss Coverage, representing $37,000 in annual savings to the District. She reported that Towers Perrin also negotiated a three-year contract for the Caremark Prescription Drug Plan, which is expected to provide $590,000 in savings to the District over the life of the contract. Ms. Mantony also provided a response to an inquiry from Director Reilly made at the June 7, 2007, meeting of the Finance-Auditing Committee, regarding the overall increase in health and benefit costs for FY 07/08 compared with past fiscal years. Ms. Mantony stated that prior to the 2006 Union Coalition bargaining cycle, the annual increases in benefit costs were approaching 20 percent, and are now 9 percent. Staff recommended and the Committee concurred by motion made and seconded by Directors EDDIE/COCHRAN to forward the following recommendation to the Board of Directors for its consideration: RECOMMENDATION The Finance-Auditing Committee recommends that the Board of Directors approves the renewal of the Health and Benefit Plans, for a one-year term, effective July 1, 2007, through June 30, 2008, as follows: |
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| a. | Group Life, Accidental Death & Dismemberment and Dependent Life Plan with Principal Mutual, in the amount of $124,000; |
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| b. | Medical Stop-Loss Coverage with Blue Shield of California, with a deductible of $175,000, in the amount of $276,000; |
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| c. | Kaiser Foundation Health Plan, in the amount of $3,852,000; |
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| d. | Blue Shield of California PPO Plan, on a self-funded basis, in the estimated amount of $8,360,000; |
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| e. | Blue Shield of California HMO Plan, in the estimated amount of $1,134,000; |
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| f. | Caremark Prescription Drug Plan, on a self-funded basis, in the estimated amount of $3,992,000; |
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| g. | U.S. Behavioral Health Services, in the amount of $59,000; |
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| h. | Vision Service Plan of California, on a self-funded basis, in the amount of $298,000; and, |
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| i. | Delta Dental Plan of California, on a self-funded basis, in the amount of $2,233,000; |
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with the understanding that requisite funds in the amount of $20,328,000 are available in the FY 07/08 Operating Budget. Action by the Board – Resolution AYES (10): Directors Cochran, Eddie, Grosboll, Hernández, Martini, Middlebrook, Newhouse Segal, Reilly and Stroeh; President Moylan |
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| 6. | Review of Golden Gate Bridge Traffic/Tolls and Bus and Ferry Transit Patronage/Fares for Eleven Months Ending May 31, 2007 In a memorandum to Committee, Auditor-Controller Joseph Wire and General Manager Celia Kupersmith provided a schedule comparing categories of Bridge traffic, as well as a monthly review of Bridge traffic and tolls and transit patronage and fares, for eleven months ending May 31, 2007. A copy of the report is available in the Office of the District Secretary and on the District’s web site. Action by the Board – None Required |
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| 7. | Review of Financial Statements for Eleven Months Ending May 31, 2007 |
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| a. | Statement of Revenue and Expenses In a memorandum to Committee, Auditor-Controller Joseph Wire and General Manager Celia Kupersmith provided a financial statement entitled, Statement of Revenues and Expenses for Eleven Months Ending May 31, 2007. A copy of the report is available in the Office of the District Secretary and on the District’s web site. Action by the Board – None Required |
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| b. | Statement of Capital Programs and Expenditures In a memorandum to Committee, Auditor-Controller Joseph Wire and General Manager Celia Kupersmith provided a financial statement entitled, Statement of Capital Programs and Expenditures for Eleven Months Ending May 31, 2007. A copy of the report is available in the Office of the District Secretary and on the District’s web site. Action by the Board – None Required |
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| 8. | Public Comment There was no public comment. |
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| 9. | Adjournment All business having been concluded, the meeting was adjourned at 11:45 a.m. |
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Respectfully submitted,
/s/ J. Dietrich Stroeh, Chair
Finance-Auditing Committee