11-2010

GOLDEN GATE BRIDGE, HIGHWAY AND TRANSPORTATION DISTRICT

MEMORANDUM OF MINUTES

BOARD OF DIRECTORS MEETING

JUNE 11, 2010

 

The Board of Directors of the Golden Gate Bridge, Highway and Transportation District (District) met in regular session in the Board Room, Administration Building, Golden Gate Bridge Toll Plaza, San Francisco, CA, on Friday, June 11, 2010, at 10:00 a.m., First Vice President Reilly presiding.

ROLL CALL

Directors Present (16): Directors Campos, Chu, Cochran, Dufty, Elsbernd, Grosboll, Kerns, McGlashan, Moylan, Newhouse Segal, Sanders, Snyder, Sobel and Stroeh; Second Vice President Eddie; First Vice President Reilly

Directors Absent (3): Directors Brown and Pahre; President Boro

Staff Present: District Engineer/Acting General Manager Denis Mulligan; Auditor-Controller Joseph M. Wire; Attorney David J. Miller; Deputy General Manager/Bridge Division Kary Witt; Deputy General Manager/Bus Transit Division Teri Mantony; Deputy General Manager/Ferry Transit Division James Swindler; Deputy General Manager/Administration and Development Z. Wayne Johnson; Disadvantaged Business Enterprise Program Administrator Gail Jackson; Executive Assistant to the General Manager Amorette Ko; Assistant Clerk of the Board Lona Franklin

Visitors Present: Marina Secchitano, Inlandboatmen’s Union of the Pacific (IBU or Coalition); Alex Tonnison, International Federation of Professional and Technical Engineers Local 21, AFL-CIO (IFPTE Local 21); Christian Yuhas, Marine Engineers Beneficial Association

PLEDGE OF ALLEGIANCE

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

PUBLIC COMMENT

Alex Tonnison, IFPTE Local 21, stated that Local 21 has not yet reached an agreement with the District. He stated that a wage survey by an independent third party is desired to determine the status of several positions. He indicated that the union’s position is that all employees, regardless of classification, should share equally in wage, salary and benefits actions. He also requested that the District reconsider its position regarding employees’ attendance at Board meetings.

CONSENT CALENDAR

Attorney Miller stated that the Minutes of the Regular Meeting of the Board of Directors of May 28, 2010, listed on the Agenda as Item 5.A.4., should be severed from the Consent Calendar and acted upon at the Regular Meeting of the Board of Directors of June 25, 2010.

Attorney Miller stated that the matters listed on the Agenda as Item 5.B.2., Insufficient Amended Subrogation Claim of California State Automobile Association (Insured: Monique and Patrick Martin); and Item 5.B.6., Insufficient Claim of Daniel J. Friedman, should be severed from the Consent Calendar and acted upon separately, as new information relative to these claims had been received subsequent to the posting of the Agenda.

Directors STROEH/McGLASHAN moved and seconded to approve the Consent Calendar. All items were approved by the following vote of the Board of Directors:

AYES (15): Directors Campos, Chu, Cochran, Elsbernd, Grosboll, Kerns, McGlashan, Moylan, Newhouse Segal, Sanders, Snyder, Sobel and Stroeh; Second Vice President Eddie; First Vice President Reilly

NOES (0): None

ABSENT (4): Directors Brown, Dufty and Pahre; President Boro

 

     
1. Approve the Minutes of the Following Meetings
     
  a. Special Transportation Committee/Committee of the Whole of May 27, 2010;
  b. Building and Operating Committee/Committee of the Whole of May 27, 2010; and
  c.

Finance-Auditing Committee/Committee of the Whole of May 28, 2010.

Carried

     
 

Directors STROEH/KERNS moved and seconded to approve Minutes of the Regular Meeting of the Board of Directors of May 28, 2010 at the Regular Meeting of the Board of Directors of June 11, 2010.

Carried

     
2. Denial of Claims
     
  a.

Claim of Frank and Connie Valentini

Carried

  b.

Subrogation Claim of Allied Insurance (Insured: Juanita Porter)

Carried

  c.

Claim of John Cleary

Carried

  d.

Insufficient Claim of Verline Williams

Carried

  e.

Claim of Alex Rodondi

Carried

  f.

Subrogation Claim of California State Automobile Association (Insured: Richard Soo)

Carried

     
3.

Deny Amended Subrogation Claim of California State Automobile Association (Insured: Monique and Patrick Martin)

Attorney Miller reported that, with respect to Item 5.B.2., Amended Subrogation Claim of California State Automobile Association (Insured: Monique and Patrick Martin), which was severed from the Consent Calendar, new information relative to this claim was received subsequent to the posting of the Agenda. He recommended that the Board of Directors approve a motion to deny the Amended Subrogation Claim of California State Automobile Association (Insured: Monique and Patrick Martin).

Directors ELSBERND/KERNS moved and seconded to deny the Amended Subrogation Claim of California State Automobile Association (Insured: Monique and Patrick Martin) on its merits.

Carried

     

4

Deny Amended Claim of Daniel J. Friedman

Attorney Miller reported that, with respect to Item 5.B.6., Amended Claim of Daniel J. Friedman, which was severed from the Consent Calendar, new information relative to this claim was received subsequent to the posting of the Agenda. He recommended that the Board of Directors approve a motion to deny the Amended Claim of Daniel J. Friedman.

Directors ELSBERND/KERNS moved and seconded to deny the Amended Claim of Daniel J. Friedman on its merits.

Carried

     
5.

Ratify Actions by the Auditor-Controller
Resolution No. 2010-047
(Finance-Auditing Committee/Committee of the Whole, May 28, 2010) ratifies actions taken by the Auditor-Controller, as follows:

     
  a. The Board of Directors has no commitments and/or expenditures to ratify for the period April 1, 2010, through April 30, 2010.
  b. Ratifies investments made by the Auditor-Controller during the period April 13, 2010, through May 17, 2010, as follows:
     
Security
Purchase Date
Maturity Date
Original Cost
Percent Yield
Credit Agri. North America
Commercial Paper
4/19/2010
05/19/2010
5,124,060.42
0.22
BNP Paribas Fin, Inc.
Commercial Paper
05/03/2010
08/03/2010
3,996,933.33
0.30
Societe Generale NA
Commercial Paper
05/03/2010
08/03/2010
4,555,271.75
0.32
     
  c.
Authorizes the Auditor-Controller to re-invest, within the established policy of the Board, investments maturing between May 18, 2010, and June 14, 2010, as well as the investment of all other funds not required to cover expenditures that may become available; and,
  d.

Accepts the Investment Report for April 2010, as prepared by PFM.

Adopted

     
GENERAL MANAGER’S REPORT
     
6.
Presentation of Employee of the Month Award to Tom Clark, Bus Mechanic, Bus Transit Division

First Vice-President Reilly presented the Employee of the Month Award to Tom Clark, Bus Mechanic, Bus Transit Division, and expressed her congratulations on behalf of the Board of Directors.
     
7.

Status Report on AB 1955

District Engineer/Acting General Manager Denis Mulligan reported that there is a new Assembly Bill, AB 1955, on which a hearing is to be held next week, and that this Bill deals with Conflicts of Interest. Mr. Mulligan stated that some agencies, such as the League of Cities, have concerns about the language of the Bill that deals with individuals who serve on more than one Board, as do many of the members of the Board of Directors of the District. He stated that Deputy General Manager/Administration and Development Z. Johnson will monitor this Bill and, if necessary, this issue will be brought before the Governmental Affairs and Public Information Committee for its recommendation.

     
ATTORNEY’S REPORT
     
8.

Attorney David J. Miller reported that all items contained in the Attorney’s Report are informational and that no Closed Session is scheduled for this meeting.

In addition, Attorney Miller stated that, in reference to the above statement made by the Acting General Manager regarding AB 1955, this legislation concerns codification approximately five years ago of a common law doctrine of incompatibility of offices that relates to elected officials who are appointed to serve on another Board. In the legislation as first enacted, there is an absolute exception for those situations where there is a statutory mandate. He added that this matter came to the attention of the District on June 10, 2010.

[Director Dufty arrived at this time.]

     

ENGINEER’S REPORT

     
9. District Engineer Denis Mulligan reported that all items contained in the Engineer’s Report are informational.
     
REPORT OF THE FINANCE-AUDITING COMMITTEE/COMMITTEE OF THE WHOLE OF JUNE 10, 2010
     
10.

Approve Actions Relative to the Renewal of the Commercial Paper Line of Credit Agreement with JPMorgan Chase Bank

Directors STROEH/KERNS
Resolution No. 2010-048
approves actions relative to the Line of Credit Agreement (“Agreement”) with JPMorgan Chase Bank, N.A. (“JPMorgan”), for the Commercial Paper Program, as follows:

  a.
Authorize execution of a 364-day extension of the Agreement with JPMorgan, at the cost of 0.78%, or an approximate annual fee of $595,000.00, for the period of July 2, 2010, to July 1, 2011; and,
  b. Approve amendments to the Agreement with JPMorgan as negotiated by the parties, as follows:
    1. Section 1.01 is amended to reflect the following defined terms:
      a.
"Fee Letter” refers to that certain letter agreement, dated July 2, 2010, between JPMorgan and the District regarding fees and expenses, together with all amendments, modifications and supplements thereto;
      b.
“Related Documents” means the Notes, the Indenture, the Ordinance, each Dealer Agreement, the Fee Letter and the Issuing and Payment Agent Agreement;
    2.
Section 2.02(c) is amended to reflect an extension of the term loan period to 4 years with 16 quarterly payments;
    3.
Section 2.06 is amended to reflect all fees as set forth in the Fee Letter relating to the Agreement, as follows:
      a.
Commitment fee is decreased to 0.78% per annum, subject a 10 basis points (bps) increase in the event of a first downgrade in the District’s credit rating, 15 bps for the second downgrade, and 30 bps for any downgrades thereafter; and subject to a 1.25% per annum increase for the duration of any Event of Default or withdrawal/suspension of the District’s credit rating;
      b.
An early termination fee equivalent to the remaining unpaid undrawn commitment fee should the District terminate the Agreement by replacing JPMorgan with an Alternate Provider. There will be no termination fee should the District terminate the agreement due to JPMorgan’s short-term rating falling below “P-1” by Moody’s, below “A-1” by S&P, or below “F1” by Fitch;
      c.
A $500 per drawing fee, capped at $5,000 per annum;
      d.
Interest for past due payments at Bank Rate plus 2%.
    4.

Clause (ii) of Section 6.01(a), Clause (ii) of Section 6.02(a), Clause (i) of Section 6.02(b), and Clause (iii) of Section 7.06(a) are amended to reflect reference to the Fee Letter.

Adopted

         
 
AYES (16): Directors Campos, Chu, Cochran, Dufty, Elsbernd, Grosboll, Kerns, McGlashan, Moylan, Newhouse Segal, Sanders, Snyder, Sobel and Stroeh; Second Vice President Eddie; First Vice President Reilly
NOES (0): None
ABSENT (3): Directors Brown and Pahre; President Boro
     
11.

Approve Actions Relative to the Award of Contract No. 2010-FT-13, San Francisco Ferry Terminal Restrooms Accessibility Modifications, to Integra Construction Services, Inc.

Directors STROEH/COCHRAN
Resolution No. 2010-049
approves actions relative to Contract No. 2010-FT-13, San Francisco Ferry Terminal Restrooms Accessibility Modifications, as follows:

  a. Authorize award of Contract No. 2010-FT-13, to Integra Construction Services, Inc., Livermore, CA, in the amount of $124,352.00;
  b. Authorize a Contingency Fund in the amount of $12,435.00, equal to 10% of the contract award; and,
  c. Authorize a budget decrease in the amount of $87,700.00; and,
  d. Establish a total project budget of $232,300.00;
 

with the understanding that requisite funds are available in the FY 09/10 Ferry Transit Division Capital Budget.

Adopted

     
 

AYES (16): Directors Campos, Chu, Cochran, Dufty, Elsbernd, Grosboll, Kerns, McGlashan, Moylan, Newhouse Segal, Sanders, Snyder, Sobel and Stroeh; Second Vice President Eddie; First Vice President Reilly
NOES (0): None
ABSENT (3): Directors Brown and Pahre; President Boro

     
REPORT OF THE RULES, POLICY AND INDUSTRIAL RELATIONS COMMITTEE/COMMITTEE OF THE WHOLE OF JUNE 10, 2010
     
12.
Approve FY 2010-2011 through 2012/2013 Disadvantaged Business Enterprise Goal on Federal Transit Administration Assisted Projects
       
  A.

Discussion by the Board

  • Director Grosboll inquired as to the Disadvantaged Business Enterprise (DBE) percentage for FY 09/10. In response, Mr. Mulligan stated that it was 3.4% for FY 09/10.
  • Director Dufty inquired as to whether outreach has been done by the District to alert DBE’s about upcoming projects. In response, Mr. Mulligan stated that District staff is actively doing outreach in the community. Disadvantaged Business Enterprise Program Administrator Gail Jackson added that outreach has been expanded to include small businesses. Quarterly events are held and a buyers’ event is planned to be held in July 2010. The specialization of the District’s construction needs presents a challenge. Ms. Jackson stated she would be happy to meet with Director Dufty and with outreach consultants.
  • Director Sanders commented that she would like to be included in discussion with outreach consultants. She added that she believes breaking up contracts into smaller parts to allow opportunity for DBE’s to bid is a good idea.
       
  B.

Action by the Board

Directors McGLASHAN/ELSBERND
Resolution No. 2010-050
approves actions relative to the FY 10/11 through FY 12/13 overall Disadvantaged Business Enterprise (DBE) goal, as follows:

    1.
Establish a 3.1% proposed goal applicable to $46,562,400.00 in contracts assisted by the Federal Transit Administration (FTA) anticipated for the three forthcoming fiscal years, and authorize the General Manager to publish a Notice of the proposed goal, in accordance with federal regulations governing the establishment of DBE goals;
    2.
Authorize the General Manager to formally adopt the FTA goal, if no public comments are received that require further consideration or modifications of the proposed goal by the Board; and,
    3.

Authorize staff to submit the District's overall DBE goal for FTA-assisted contracting opportunities to FTA by August 1, 2010.

Adopted

       
 

AYES (16): Directors Campos, Chu, Cochran, Dufty, Elsbernd, Grosboll, Kerns, McGlashan, Moylan, Newhouse Segal, Sanders, Snyder, Sobel and Stroeh; Second Vice President Eddie; First Vice President Reilly
NOES (0): None
ABSENT (3): Directors Brown and Pahre; President Boro

       
13.
Approve Actions to Effectuate Compliance with the Federal Mental Health Parity and Addiction Equity Act of 2008 (“the Act”)
       
  A.

Public Comment

Marina Secchitano, IBU, stated that IBU members request that the Board extend the mental health/substance abuse parity to the District’s self-insured Blue Shield PPO, as well as the Kaiser and Blue Shield HMO plans. She stated that the IBU’s concern is that they do not feel the cost is so high that the District should exercise its option to opt-out for the Blue Shield PPO plan. She stated that they do not want reduced benefits. She requested that the Board reconsider the recommendation of the Rules, Policy and Industrial Relations Committee made on June 11, 2010.

Christian Yuhas, Marine Engineers Beneficial Association, stated that members who use these services are in need of them, and that it is extremely important such services are equally available to all those who need them.

Alex Tonnison, IFPTE Local 21, stated that he supports the IBU’s position on parity. He added that denying increased benefits to 1/3 of the employees is not parity. He stated that the value received will be higher than the dollars expended, and that the changes should apply to all employees. He requested that the Board reconsider the recommendation of the Committee.

       
  B.

Discussion by the Board

Discussion ensued, including the following comments and inquiries:

  • Director Newhouse Segal inquired as to whether this item could be brought to the Board again at a future date. In response, Mr. Mulligan stated that it will be negotiated in one year. He stated that the District is required by law to take action to comply with federal mandate by July 1, 2010 and that this action will accomplish that purpose. In addition, this action is consistent with the District’s Strategic Financial Plan which was approved by the Board of Directors at its Special Meeting of October 30, 2009.
  • Director Grosboll made the following comment and inquiry:
    • He inquired as to whether the District will be in compliance with federal law if it takes the recommended action, which includes opting out for the Blue Shield PPO plan. In response, Mr. Mulligan stated that the Act requires the same level of mental health and substance abuse coverage as is provided for other medical coverage. However, the Act also includes an option for self-insured plans in public agencies to opt out of the parity requirement. He stated that for the District’s HMO plans, mental health and substance abuse benefits could be increased to match medical benefits or medical benefits could be decreased to match mental health and substance abuse benefits. He added that one of the long-term goals of the Board is to encourage employees to enroll in one of the District’s HMO plans.
    • He commented that while the District does have the choice of opting out for the Blue Shield PPO plan, that doing so sends a message that mental health and substance abuse parity is not important to the District. He stated that he would oppose this action.
  • Director Snyder commented that he supports this resolution. He stated that the administrative structure of HMO’s is cost effective, and that incentivizing employees to enroll in one of the District’s HMO plans is a good idea.
  • First Vice President Reilly inquired as to whether the Board’s action would reduce any mental health and substance abuse benefits. In response, Mr. Mulligan stated that the Board’s action would increase benefits for members of Kaiser and Blue Shield HMO, while leaving Blue Shield PPO benefits for these services the same. He added that there would be no decrease in benefits.
       
  C.

Action by the Board

Directors McGLASHAN/MOYLAN
Resolution No. 2010-051
approves actions to comply with the requirements of the Federal Mental Health Parity and Addiction Equity Act of 2008 (the Act), effective July 1, 2010, as follows:

       
    1.
Modify the District’s HMO medical programs with Blue Shield of California and Kaiser Permanente, and its Employee Assistance Program, to comply with the new parity requirements; and,
    2.

Exercise the District’s discretion to utilize an annual option to opt-out of the Act’s requirements for its local government self-insured PPO medical program for the coming fiscal year, subject to further regulatory guidance from federal agencies regarding the recent health care reform legislation.

Adopted

       
 

AYES (12): Directors Chu, Cochran, Elsbernd, Kerns, McGlashan, Moylan, Sanders, Snyder, Sobel and Stroeh; Second Vice President Eddie; First Vice President Reilly
NOES (4): Directors Campos, Dufty, Grosboll and Newhouse Segal
ABSENT (3): Directors Brown and Pahre; President Boro

       
ADJOURNMENT
       
14.

All business having been concluded, the meeting was adjourned at 10:30 a.m., in memory of Sandra A. Pappas.

       
       
       

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