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SAN FRANCISCO MUNICIPAL RAILWAY IMPROVEMENT CORPORATION
BOARD OF DIRECTORS MEETING
March 4, 2011, 1:00 p.m.
One South Van Ness Avenue, 8th Floor
Twin Peaks Conference Room, Room 8203
San Francisco, California
Mr. Nothenberg stated that a quorum was present and the meeting was called to order.
- Mr. Rudy Nothenberg, President
- Mr. James Ludwig, Vice President
- Ms. Nancy Lenvin, Secretary
- Mr. Thomas Escher, Treasurer
- Mr. Wil Din
- Dr. James McCray Jr.
- Mr. Robert P. Morrow III
- Ms. Sonali Bose, Director of Finance and Information Technology/CFO, SFMTA
- Ms. Joanne Carr, Finance and Information Technology, SFMTA
- Mr. Scott Emblidge, Partner, Moscone Emblidge & Sater
- Ms. Sylvia Sokol, Attorney, Moscone Emblidge & Sater
- Mr. Mark Blake, Deputy City Attorney
- Ms. Michelle Sexton, Partner, Rosales Law Partnership
- Mr. Vincent McCarley, Backstrom McCarley Berry & Co.
- Mr. Erwin Tam, Backstrom McCarley Berry & Co.
- Mr. Matt Hansen, City Risk Manager
- Mr. Peter Gabancho, SFMTA
- Ms. Julie Kirschbaum, SFMTA
- Mr. Darton Ito, SFMTA
- Roll taken, all Board members present
- Public comment – none.
- Minutes of the Board meeting of November 17, 2010 were adopted as submitted.
- The Board discussed insurance for directors and officers. A memo from Scott Emblidge regarding Board member’s coverage and possible liability. President Nothenberg was concerned with another issue related to liability of fixed assets acquired by Muni. He asked whether SFMRIC would be in the chain of title and if so, would there be any liability growing out of any lawsuits involving the fixed assets? Mr. Emblidge responded that, historically, the SFMTA/City has indemnified and defended SFMRIC.
Matt Hansen, the City’s Risk Manager, distributed a handout that detailed the coverage available to the directors and discussed the available products. Once an application is submitted the premium can be determined. President Nothenberg asked the Board if they wanted to ask Mr. Hansen to continue to research the coverage needed. The consensus was that he should.
- Potential Bond issuance
- President Nothenberg mentioned the CPUC report about the state of the rail conditions within SFMTA. Ms. Bose offered to provide any information sent to the SFMTA Board on this subject to the SMFRIC Board.
- Presentation of SFMTA Fleet Plan (see attachment A). Mr. Ito reviewed the Transit Fleet Management Plan.
- Ms. Bose suggested that Ms. Kirschbaum present the TEP study to the SFMRIC Board at its next meeting.
- Presentation of Priority CIP Projects for Consideration for inclusion in bond issue (see attachment B). Ms. Bose explained that SFMRIC funds have historically been used for local match on projects.
The top three priority projects are: Central Control, Mission Bay Loop, and Mission Bay Corridor Project. The total cost for all of the projects presented would equal approximately $120 million. President Nothenberg asked the Board if they had any questions and if they agreed that this was the direction that they wanted to pursue as to the type of project that SFMRIC wanted to fund. Ms. Lenvin stated that she supported the inclusion of equipment projects.
- Discussion of need for separate bond counsel for SMFRIC Board – Mr. Blake prepared an outline addressing the matter of whether separate counsel retained by SMFRIC Board is needed for the bond issuance transaction. He reviewed the names and functions of all of the lawyers who would be involved in the bond transaction. Presently, it is expected that there would be six firms involved in the transaction.
Additionally, since SFMRIC would be acting as a conduit for the SFMTA, who is represented by the City Attorney’s Office by City Charter, separate bond counsel is not recommended. President Nothenberg stated that he felt it was fair to say that, based on Mr. Blake’s presentation, it would be unnecessary to seek additional counsel for SFMRIC. Mr. Emblidge stated that he could always contact another attorney if requested by any Board member.
Based upon this discussion, the Board agreed that it does not seem that any other counsel is needed for SFMRIC particularly given the fact that SFMRIC has general counsel (Mr. Emblidge) and that specialized counsel can be brought in by Mr. Emblidge if needed.
- Proposed adoption of reimbursement resolution (see attachment C) – Once approved, the resolution would provide the opportunity, if needed, to be reimbursed for any expenditures related to the bond issue incurred before the sale of the bonds from bond proceeds. Ms. Lenvin had some corrections which were provided to Mr. Blake.
- Financial report on outstanding projects (see attachment D) – President Nothenberg asked Ms. Bose to state the cash balance of the fund. The balance of the fund has not significantly changed since the last meeting.
- Director comments – President Nothenberg stated that SFMRIC’s defined limit to the amount of bonds that can be sold is $60 million. Ms. Bose stated that the other constraint is the amount of debt service that the SFMTA can carry and SFMTA feels comfortable with a $35 million SFMRIC bond issue. At the next meeting the Financial Advisors will model the projected debt proceeds, debt service and the cost of debt.
- The next meeting is scheduled for May 10th at 1:00 p.m.