7-2008

GOLDEN GATE BRIDGE, HIGHWAY AND TRANSPORTATION DISTRICT

MEMORANDUM OF MINUTES

BOARD OF DIRECTORS MEETING

APRIL 11, 2008

 

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, April 11, 2008, at 10:00 a.m., President Moylan presiding.

ROLL CALL

Directors Present (17): Directors Brown, Cochran, Dufty, Eddie, Grosboll, Hernández, Kerns, McGlashan, McGoldrick, Middlebrook, Newhouse Segal, Pahre, Reilly, Sanders, and Stroeh; First Vice President Boro; President Moylan

Directors Absent (2): Director Sandoval; Second Vice President Ammiano

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/Ferry Division James P. Swindler; Maintenance Manager and Acting Deputy General Manager/Bus Division Gene Walker; Public Affairs Director Mary C. Currie; Assistant Clerk of the Board Karen B. Engbretson; Executive Assistant to the General Manager Amorette Ko; and, Captain Michael J. Locati

Visitors Present: David Bullock, Macias, Gini & O’Connell LLP; Captain Robert Morehen, Area Commander, and Lieutenants Malkiat Samra and Gene Choi, California Highway Patrol

PLEDGE OF ALLEGIANCE

Director Gerald D. Cochran led the Board of Directors in the Pledge of Allegiance to the Flag.

PUBLIC COMMENT

Public comment was received during Agenda Item No. 8.A.2., below.

CONSENT CALENDAR

     
1.

Request to Sever Item from Consent Calendar

Director Newhouse Segal requested that Item No. 5.A.1., “Approval of the Minutes of the Building and Operating Committee/Committee of the Whole meeting of March 27, 2008,” be severed from the Consent Calendar, in order to amend the minutes.

     
2.

Motion to Approve the Remaining Consent Calendar Items:

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

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

     
  a.

Approve the Minutes of the Following Meetings:

1.  Finance-Auditing Committee/Committee of the Whole of March 27, 2008;
2.  Governmental Affairs and Public Information Committee/ Committee of the Whole of March 28, 2008;
3.  Regular Meeting of the Board of Directors of March 28, 2008.

Carried

     
  b.

Denial of Claims

1.  Subrogation Claim of Farmers Insurance Exchange
      (Insured: Bruce Foster)

Carried

2.  Claim of Juan Jose Vega Medina

Carried

3.  Claim of Alamo Rent-a-Car

Carried

     
  c.

Ratify Actions by the Auditor-Controller
Resolution No. 2008-030
(Finance-Auditing Committee, March 28, 2008) ratifies actions taken by the Auditor-Controller, as follows:

1.  Ratify commitments and/or expenditures for the period February 1, 2008, through February 29, 2008, totaling $93,194.00;

2.  Ratify investments made by the Auditor-Controller during the period February 11, 2008, through March 17, 2008, as follows;

     
Security

Purchase

Date

Maturity

Date

Original

Cost

Percent

Yield

JP Morgan Chase Bank Acceptance
02/14/08
05/13/08
332,625.22
2.92
JP Morgan Chase Bank Acceptance
02/14/08
06/12/08
1,311,414.64
2.93
FHLB Disc Note
02/27/08
03/26/08
5,049,643.68
2.89
CBA (DE) Finance Commercial Paper
03/03/08
05/30/08
6,226,392.29
2.93
Deutsche Bank NY Certificate of Deposit
03/03/08
06/04/08
5,050,000.00
2.92
HSBC Bank USA Global Bank Notes
03/04/08
09/15/09
2,001,044.50
3.50
Credit Suisse FB USA, Inc. Certificate of Deposit
03/13/08
06/05/08
6,130,803.34
2.75
       
   
3.  Authorize the Auditor-Controller to re-invest, within the established policy of the Board, investments maturing between March 18, 2008, and April 14, 2008, and all other funds not required to cover expenditures that may become available; and,

4.  Accept the Investment Report for February 2008 prepared by PFM Asset Management, LLC.

Adopted

       
3.

Motion to Approve the Minutes of the Building and Operating Committee/ Committee of the Whole meeting of March 27, 2008, as Amended

Directors STROEH/MIDDLEBROOK moved that the words, “bicycle and” be deleted in Bullet No. 2 on Page 7, as part of Director Newhouse Segal’s comments listed in the minutes of the Building and Operating Committee meeting of March 27, 2008, to read in its entirety, as follows, and approve the Memorandum of Minutes, as amended:

“She requested a report from staff on how much the District spends to maintain the Golden Gate Bridge sidewalks for pedestrian use, especially since in her opinion, having the sidewalks available for pedestrian use is not necessarily part of the District’s core mission. In response, Denis Mulligan stated that staff will provide such a report at a future meeting of the Committee.”

Carried

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

       
GENERAL MANAGER'S REPORT
   
4.

Announcement of Appointment to Water Emergency Transit Authority


General Manager Celia Kupersmith announced that the fifth and final member of the San Francisco Bay Area Water Emergency Transit Authority (WETA) has been appointed. She stated that John J. O’Rourke, Business Manager for the International Brotherhood of Electrical Workers, Local No. 6, was recently appointed by the Speaker of the Assembly to serve as a member on the WETA.

       
5.

Commemorative License Plate

Ms. Kupersmith provided a report regarding plans by the California Coastal Commission (Commission) to issue a new commemorative license plate that will raise money for beach repair and beautification. She stated that it recently came to the attention of staff that the Commission plans to use a photograph of the Golden Gate Bridge on this commemorative license plate. She noted that when the Commission contacted the District one year ago, they were requested by staff not to use an image of the Golden Gate Bridge on the license plate because the District may want to issue such a plate in the future. She also stated that the Attorney for the District is currently researching whether or not the District is precluded from issuing commemorative license plates, since it is not a state agency. She noted that the Attorney is also researching whether or not the use of the Golden Gate Bridge image constitutes a violation of the District’s intellectual property rights. In conclusion, she stated that she will provide a more detailed report on this matter at the April 25, 2008, meeting of the Board of Directors.

Discussion ensued, including the following:

  • Attorney Miller described the state law pertaining to commemorative license plates, noting that in the past, the commemorative license plate program has been the subject of litigation, particularly in light of issues related to the First Amendment. He stated that the District’s enabling legislation provides statutory protection to the District on intellectual property grounds if an image of the Golden Gate Bridge is used in such a way that would cause confusion on the part of the public. He further stated that if the District chose to undertake a commemorative license plate program, it would need to seek legislation that would add the District to the array of state agencies that are currently allowed to participate in such a program.
  • Director Boro inquired as to whether or not the District could be compensated in any way if the Commission proceeds with using the Golden Gate Bridge image on a commemorative license plate. In response, Mr. Miller stated that if it is determined that there is any trademark or trade name violation with this commemorative license plate, the District could pursue such a claim with the Commission. He noted that it is staff’s hope that the Commission can be persuaded not to use an image of the Golden Gate Bridge on a commemorative license plate.
  • Director Grosboll suggested that it would be prudent for the District to pursue legislation that would allow the District to issue its own Golden Gate Bridge commemorative license plate.
       
6.

Presentation of Employee of the Month Award for April 2008 to Jeff Kellogg, Senior Buyer, Ferry Division

President Moylan presented the Employee of the Month Award for April 2008 to Jeff Kellogg, Senior Buyer, Ferry Division, and expressed his congratulations on behalf of the Board of Directors.

       
ATTORNEY’S REPORT
       
7.
Attorney David 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 security issues with security personnel. Mr. Miller further stated that there would be no closed session discussion regarding the real property negotiations, listed on the agenda as Item No. 6.B.1.b., Conference with Real Property Negotiator, with respect to a long-term ground lease with Sports City, Inc., for 2.5 acres of land at the District’s Santa Rosa Bus Lot, as there was no recommendation on this matter forthcoming from the April 10, 2008, meeting of the Finance-Auditing Committee.
       
ENGINEER’S REPORT
       
8.
No written or oral reports were 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 FINANCE-AUDITING COMMITTEE MEETING OF APRIL 10, 2008
       
9.

Authorize Actions Relative to the FY 07/08 California Transit Assistance Grant Program Administered by the Governor’s Office of Homeland Security

Directors STROEH/KERNS
Resolution No. 2008-031
authorizes all necessary actions related to filing the grant applications and agreements for the FY 07/08 Transit System Safety, Security, and Disaster Response Program funds administered by the Governor’s Office of Homeland Security, to support the District’s transit security capital projects.

Adopted

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

       
10.
Authorize Execution of a Professional Services Agreement with Vavrinek, Trine, Day & Co., LLP, Relative to Request for Proposals No. 2008-D-3, External Audit Services
       
  a.

Public Comment

David Bullock, of Macias, Gini & O’Connell LLP, thanked the Board of Directors for the opportunity to have served as the District’s external auditors for the past eight years, and stated that he looks forward to a future opportunity for his company to work with the District as its external auditor.

       
  b.

Discussion by the Board

  • Director Grosboll inquired as to whether Vavrinek, Trine, Day & Co., LLP was a certified Disadvantaged Business Enterprise (DBE). In response, Joseph Wire stated that none of the firms who submitted proposals for RFP No. 2008-D-3 was a certified DBE.
       
  c.

Action by the Board

Directors STROEH/KERNS
Resolution No. 2008-032
approves the following actions relative to Request for Proposals No. 2008-D-3, External Audit Services:

    a. Reject the bid protest submitted by Macias, Gini & O’Connell LLP, Walnut Creek, CA; and,
    b.

Authorize execution of a Professional Services Agreement with Vavrinek, Trine, Day & Co., LLP, Rancho Cucumonga, CA, relative to RFP No. 2008-D-3, at a cost of $279,000, for a three-year term, with two one-year options to be exercisable at the discretion of the General Manager or her designee, at a cost of $99,000 for the first one-year option and at a cost of $102,000 for the second one-year option, and authorize a contingency fund in the amount of $48,000, equal to 10 percent of the Agreement, to conduct specially defined audit review services at designated rates; with the understanding that requisite funds are available in the FY 07/08 District Division Operating Budget.

Adopted

       
   
AYES (15): Directors Brown, Cochran, Dufty, Eddie, Grosboll, Hernández, Kerns, McGlashan, Middlebrook, Newhouse Segal, Pahre, Sanders and Stroeh; First Vice President Boro; President Moylan
NOES (0): None
ABSENT (4): Directors McGoldrick, Reilly and Sandoval; Second Vice President Ammiano
     
11.

Authorize Execution of an Amendment to Contract No. 2005-D-6, Revenue Collection, with Securitas Security Services USA, Inc., Relative to an Extension of the Contract Term

Directors STROHE/KERNS
Resolution No. 2008-033
authorizes execution of an amendment to Contract No. 2005-D-6, Revenue Collection, with Securitas Security Services USA, Inc., Sacramento, CA, in an amount not to exceed $25,469, for a contract extension not to exceed six months, effective May 1, 2008 to October 31, 2008; with the understanding that requisite funds are available in the FY 07/08 Bus Transit and Ferry Transit Division Operating Budgets, and that requisite funds for the remainder of the six-month extension will be included in the FY 08/09 Bus Transit and Ferry Transit Division Operating Budgets.

Adopted

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

   
SPECIAL ORDER OF BUSINESS
   
12.

Authorize a Resolution of Appreciation for Deputy General Manager/Bus Division Susan C. Chiaroni, in Recognition of her Dedicated Service to the Golden Gate Bridge, Highway and Transportation District

Directors MIDDLEBROOK/BORO
Resolution No. 2008-034
authorizes a Resolution of Appreciation for Deputy General Manager/Bus Division Susan C. Chiaroni, in Recognition of her dedicated service to the Golden Gate Bridge, Highway and Transportation District.

Unanimously Adopted

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

   
CLOSED SESSION
   
13.

Attorney’s Report

Attorney David Miller, at the request of President Moylan, stated that the Board of Directors would convene in closed session to discuss security issues with District security and law enforcement personnel.

After closed session, President Moylan 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 District security and law enforcement personnel regarding security issues. Mr. Miller stated that instructions were given to the General Manager and that there would be no action taken at this time.

   
ADJOURNMENT
   
14. All business having been concluded, the meeting was adjourned at 11:40 a.m.
   

 

Respectfully submitted,

/s/ Janet S. Tarantino
Secretary of the District