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June 29, 2011, 1:00 p.m.

One South Van Ness Avenue, 8th Floor
Twin Peaks Conference Room, Room 8203
San Francisco, California

1. President Rudy Nothenberg stated that a quorum was present and the meeting was called to order.


  • Mr. Rudy Nothenberg, President
  • Mr. James Ludwig, Vice President (arrived at 1:20 p.m.)
  • Ms. Nancy Lenvin, Secretary
  • Mr. Thomas Escher, Treasurer
  • Mr. Wil Din
  • Dr. James McCray Jr. (arrived at 2:05 p.m.)
  • Mr. Robert P. Morrow III

Also Present:

  • Ms. Sonali Bose, Director of Finance and Information Technology/CFO, SFMTA
  • Ms. Gail Stein, Finance and Information Technology, SFMTA
  • Ms. Joanne Carr, Finance and Information Technology, SFMTA
  • Mr. Darton Ito, Sustainable Streets, SFMTA
  • Mr. Jonathan Rewers, Finance and Information Technology, SFMTA
  • Mr. Scott Emblidge, Partner, Moscone Emblidge & Sater
  • Mr. Vincent McCarley, Backstrom McCarley Berry & Co.
  • Mr. Erwin Tam, Backstrom McCarley Berry & Co.
  • Mr. Matt Hansen, City Risk Manager

2. Public comment

No public comment was received.

3. Approval of the minutes of the Board meeting of May 18, 2011

The minutes of May 18, 2011, Board meeting were approved as submitted.

Approval of insurance for directors and officers – City Risk Manager – Matt Hansen reviewed the attached presentation on directors and officers insurance. Nancy Lenvin made the motion to obtain coverage for $5 million, James Ludwig seconded the motion. The effective date should be July 1, 2011 with RSUI, the lower cost carrier. The premium will be paid from the available $590,000. The motion passed (with Dr. McCray absent). Scott Emblidge then asked if the SFMRIC Board’s General Counsel could be part of the coverage included in this insurance. Sonali Bose said she would find out from Mr. Hansen if this is possible.

4. Bond issuance

a) Report from Financial Advisor (see attachment B)

The process of the bond issuance was explained by Vincent McCarley, including the process for transferring a piece of property i.e. Woods to SFMRIC through a trustee. The SFMTA will make lease payments to SFMRIC through the trustee to pay the bond.

Ms. Bose and President Nothenberg noted that SFMRIC is the first policy body that will need to review and approve any legal documents related to the bond issuance. The Board members then requested at least one week to review any documents. Mr. Emblidge noted that he needs the date of July 18 to be a firm date for the 1st draft of Preliminary Official Statement (POS) and Legal Documents since he will be in a trial beginning on August and he expects the trial to last for two weeks.

The Financial Advisors will circulate a revised timeline once bond counsel is consulted for the timing of drafting and reviewing documents.

b) Report from Legal Counsel (see attachment C)

Bond Counsel was not in attendance.

5. Financial report on SFMRIC Funded Projects – SFMTA staff (see attachment D).

Ms. Bose reviewed the attachment which contained the cash balance for SFMRIC at this time. President Nothenberg asked if the costs that are being incurred now (legal and from the Financial Advisors) will be reimbursed through these funds or if it will wait until the bonds are issued. Ms. Bose responded that SFMTA is currently paying those costs and will be reimbursed out of proceeds. Ms. Bose also stated any future bills presented to the SFMTA will be brought to the next SFMRIC meeting for the Board’s review. Ms. Bose added that summaries of any bills already paid by the SFMTA to the City Attorney’s office or to the Financial Advisors will be presented at the next SFMRIC Board Meeting.

6. SFMRIC Funded Project Status Update - SFMTA staff (see attachment E)

Ms. Bose reviewed the Project Status Update.

7. Proposed adoption of resolution relating to SFMRIC Funding Priorities – SFMRIC Board (see attachment F).

Mr. Ludwig made the motion to approve the resolution, Robert Morrow seconded it. The motion passed and the resolution was adopted

8. Presentation of Priority CIP Projects for Consideration for inclusion in bond issue—SFMTA staff (see attachment G).

Darton Ito and Jonathan Rewers presented the list of priority CIP Projects for consideration.

Following the presentation, Mr. Morrow said that he felt that the Spot Improvement Program was very appealing.

Ms. Bose then noted that the last two projects on the list are “reimbursements” in which explained the work has to be done immediately and the SFMTA will ask SFMRIC for reimbursement if the SFMRIC Board decides to spend bond money on these projects.

President Nothenberg mentioned the option to fund all $35 million in projects now or to hold some funding for projects later. Ms. Bose noted the need to tell the bondholders how the money would be spent, at least by type of project.

In response to a question from Thomas Escher, Ms. Bose agreed to provide the projects in a matrix that would include a timeline, suggested rankings from SFMTA and a space for the SFMRIC Board members to provide their rankings.

Ms. Bose stated that she asked for projects that would be ready to begin and would be completed in a relatively short amount of time in order to have the greatest impact on the operations of the Muni system.

A discussion ensued about increasing the amount of the bond. Ms. Bose noted that the SFMTA has needs other than Muni for which it needs to reserve some bonding capacity.

9. Board comments – SFMRIC Board

10. Setting a date and time for the next Board of Directors meeting.

The next meeting is scheduled for July 27th at 2:00 p.m.


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