Well, good morning everyone. At this time I would like to call to order the meeting of the executive committee of North County Transit, San Diego Railroad. Before we begin, members of the public who may be viewing the meeting on the district's YouTube page, please note that in order to make a public comment during the meeting, you must connect to the meeting using the Zoom link provided on the agenda.
In addition, you must also register by sending an email containing your name or phone number and the agenda item on which you wish to speak to the clerk at NCTD.org.
I will now ask Suhil Rodriguez,
Clerk of the Board, to call the roll.
Thank you, Madam Chair.
Madam Chair, Bob Patel.
Here.
Vice Chair Sonella.
Here.
Committee Member Martinez.
Here.
Committee Member Edson.
Present.
This completes the roll.
Thank you, and if we could now have you provide
a safety brief and review evacuation procedures.
Yes, ma'am.
In case of an emergency, I will dial 911.
In case of an evacuation, please take the stairs.
Do not use the elevators.
Once cleared to the building, do not reenter unless clear
to do so by emergency personnel.
There are fire extinguishers and first aid kits
on each floor of this building.
There's a portable defibrillator on the first
and third floor of staff on hand trained
on CPR procedures if it is needed.
This concludes my safety brief.
Thank you.
Do we have any general public comments today?
We do not, Madam Chair.
Thank you.
So at this time, public registration
provide general public comment will end. And before we proceed I have a couple of
quick protocol items to share to make this meeting as efficient as possible. If
we could hold our comments and questions until after the agenda item has been
presented and when the time comes for board member comments or questions you
can raise your hand and I will call on you in the order they are received. So
with that we'll move on to our first item on the agenda and it is the review
of the proposed modifications to NCTD board policies.
Suhael Rodriguez, director of administration,
will be presenting this item.
So Suhael, you have our attention.
Thank you, Madam Chair.
So as you mentioned, we will be reviewing
any proposed modifications to our board policies today.
As we do every year, there's an annual revision
that is taken to the executive committee
as we are doing here for proposed modifications.
Most of them are non-substantive in nature,
but we'd like to go through a few of them
that do have revisions that are substantive.
Of the 34 policies, only four of them
have those types of changes.
So we'll go with them.
We'll review them right now.
As I mentioned, a lot of the changes
were administrative in nature.
So these are the policies going through
a couple of these slides
that did not have any revisions of note.
So we'll go ahead and go into the four that we had mentioned.
So policy number three committees and external appointments
had administrative and legal revisions.
Public notice and participation number five
also had administrative, legal, and regulatory revisions.
Policy number eight,
which is our conflict of interest policy.
That one also had revisions.
And lastly, number 25, disadvantaged business enterprise.
Going into them a little bit deeper, board policy three.
These, this one had revisions
to the structure of our committees, how we schedule them.
We did notice that there was some challenges
and scheduling based on not having a set schedule
or a set structure on how our committees are scheduled.
And then it was also to provide clarity
for the board members going into
or choosing a committee of their choice
at the end of the year,
just to give them a little bit more clarity
and expectation on what to expect.
And then also we wanted to align some of these schedules
similar to what of our regional transit agencies
in the areas do, that way it's a little bit understandable
and sort of the same across the board.
So Board Policy 5, our public notice and participation.
This one, we just added a public hearing requirement
under the budget adoption, which we normally do,
but it was not there, to make sure that we are
in compliance with our BRAUN Act.
And then also, due to the executive order
that was signed this year by the Trump administration,
we did revise the public participation process
that has to do with our minority populations
and low-income populations.
Board Policy 8, our conflict of interest,
policy. This one we changed to make sure that there was compliance with the Political Reform
Act and our FPPC regulations. It is now a total electronic process to file your form
700 is no longer done by paper, so we changed that. And then some of the positions were
streamlined in their categories, so those were either added or removed or changed as
far as the names. And then lastly, board policy number five,
advantage business enterprise was also revised to ensure compliance with the
DOT's interim final rule. So this one eliminated the race and sex based
presumptions of disadvantage where it used to have classified women and
certain racial ethnic groups as economically or socially disadvantaged. So
the four that we had already reviewed, this is a very light review of them. Any
discussion or any questions can be had here, but if you decide the Executive
Committee can advance it to the October board, well we'll have it on other
business, and then we can have additional feedback from the rest of the
board members, and following that discussion you may also consider
adopting resolution to approve those proposed modifications at that October
23rd board meeting. Okay, well with that, if you have any questions, Ms. Caulder is
here as our representative, legal representative today to help us with any
questions of legal nature that you may have, she'll provide a response. Great. Thank
you. I'll look to you to see if there are any public comments on this. No, Madam
Chair. Okay, great. Then I'll turn to my colleague. Go ahead, Board Member Addison.
Yes, at this time would it be appropriate to offer some feedback
regarding maybe typos or missing words or things like that? If you'd like to
submit those to me, if it's only those things in nature,
if there's other discussion points,
maybe perhaps we can discuss it here.
That's okay with the manager.
Happy.
Anything outside of that that you'd like to add?
Yes and no.
Okay, go ahead, Ben.
It's fine, I just, yeah.
I did receive your small revision
on board policy too, yesterday evening,
so thank you for that.
And it's more of a suggestion,
or it's more of a discussion item,
because we've had some, at the full board,
there was some question about what happened
with the last election and the fact
that we had had a nominating committee
who nominated a slate based on the fact
that these people had served the district
and had the history.
And then it turned around when new people came on board
And someone who's actually in the room, sorry,
don't mean to talk.
I'm talking to you in front of your back.
That someone new who had no experience with the district
was instead chosen by weighted vote.
So it seemed kind of inappropriate at the time.
And I'm just not sure if choosing to change the months
so that there's more continuity from board year to board year
makes sense or if it causes problems.
Because on the other side of that,
we have in election years, sometimes we lose people
that are on the board and they could be someone
that had been nominated to be chair or vice chair.
So there's kind of two sides to it,
but it might be worthy of discussion.
So the changes, just wanna make a note for the record.
The changes you submitted were to elect the board
and vice chair nominating committee in November
rather than December and to elect the board chair
and vice chair in December rather than the January meeting.
Did you have any specific revisions you might want
to change the weighted vote?
I'm not sure we can, we can't change that,
but as far as the terms.
I think it would take care of the problem
that we encounter.
It might solve that, but again,
it might cause a different problem.
As I said, if someone isn't reelected,
that we're counting on to be, yeah.
I guess it would just cause that to be another election
of chair or vice chair at that time,
but I don't know, does anyone else,
how anyone else feels about it?
If I can just jump in on a point of order,
Madam Deputy General Counsel,
does that require a legislative change?
think it would, yes. Could you clarify what you mean by that? It's part of our
board policy so we're gonna have to make a, and it's part of in the statute
itself, it says it, so we're gonna have to do a legislative change on that actual
statute. So that would mean taking it to the powers that be like CUP or I'm
I'm sorry, the utility.
The public utilities, yes.
PUC.
That is correct.
I'm getting all my acronyms mixed up.
The state legislator.
I think we talked about it before.
Maybe that's why that didn't happen.
I think there are a lot of things that are,
I don't know if it's good or bad,
but I believe that are barred by state legislation
for us to switch around.
I've asked a few questions around it too
and from what I understand,
there are quite a few components of even how we govern
or how we pick our members
that it's based on state legislation
which I thought was really interesting.
So that was really helpful for me to know
and I know I had mentioned to Lori,
maybe it's helpful for,
maybe I had mentioned that last time to you too,
Ms. Rodriguez is like letting the rest of the board know
how that works because I think potentially,
I mean, many of us that have been here know that,
but I don't know if everyone is aware of that.
And it's just helpful to understand
how that ends up becoming the lay of the land.
But I agree with you in terms of,
you know, we clearly have a clear process.
It's just, I think this time around,
for some reason that didn't happen.
I do think it would have, you know, been helpful
as we've worked together in the past
to have more open dialogue
as it was going through the nominating process.
I think, you know, we clearly had a great makeup
of folks on that particular committee
and obviously had great applications
and hopefully as we continue to do that moving forward,
we'll work in good faith to do that.
I think the hard part this time around was, you know,
obviously being surprised that we had already approved it
a couple of times and then having that not happen.
So I think hopefully, and now knowing
that some of these things are also in state legislation,
it might be, depending on what the full board's discussion
looks like, maybe there will be appetite
to want to have a conversation at a larger level.
I'd love to hear my other colleagues' thoughts as well,
but yeah, I've definitely been thinking about it as well,
so appreciate that.
Anything else?
No.
OK, all right.
Board Member Martinez?
Okay, perfect. All right, Vice Chair Sanau. Okay, I have a couple of questions. So just
to clarify, it sounds like for policy number three, it was just with regards to
making sure that from a scheduling perspective, everyone was aware of where
they need to be, how it's gonna happen, and that it's not difficult to find the
time on their schedule to make them be able to attend those meetings. That's
correct yeah we actually attached months and that we anticipate that the
committee meetings can take place as needed so it'll be sort of a clear
vision for the schedule for the year. Awesome, okay great. And then for the for
policy number five I have a couple of different questions. I know we mentioned
that we added the budget adoption just so that from a transparency perspective
of we're letting folks know, hey, we're already doing this,
but now we're just codifying it in writing.
Correct, and it was already on the board policy
that related to budget development,
but it was left out inadvertently from this policy.
Okay, and then the last piece,
if you don't mind going back to that slide,
I'm just a visual person, so I just wanna see
was around us having to remove something due to
a order, administrative order from the federal government.
I was just curious, yeah, I think it was under,
so it was revisions, yeah, five, seven, yep, thank you.
So.
So I'll let Ms. Calder.
Yeah, I'd love some clarity on that.
I did write down, I'd like to understand
because I'm looking at it and it's something
that as an agency we'd want to commit to,
but I'm just curious, is it due to,
I'm assuming it's legality and like we have to take it out,
But I'm just trying to understand how much
we have to take out.
Yeah.
I would just say we've been involved
in a lot of conversations at the federal level on this one.
We're still trying to gain some guidance on the applicability
that the agency has to be able to look at this type of data
related to projects or things that
will be brought to the board or the procurement process.
What we're being told is, is that we cannot use that
as an additional scoring function.
I think what we're trying to ascertain as an agency is,
do we have the ability to still do some of these things
as long as they don't affect the final scoring?
So can we still have job fairs
where we want minority business owners
or WBEs to come in and we can help put them
toward the process.
And right now, what we're being told
is that that has not been affected.
You can run your job fairs however you want.
To be able to score in a certain way
would kick us out of opportunities
for federal grant money on that basis.
Doesn't mean that we can't utilize those firms.
It doesn't mean that we can't help move those firms
in the right direction by finding an opportunity for them to bid on our projects or anything
like that. It just means that from a participation perspective, we can't score any differently
based on that, and it should not be directly called out per the federal government in any
of our policies that would be implied. Essentially, there's still a little more digging we've
got to do. In fact, there's a webinar that's happening in about a week or so
with our National Association with the federal government to kind of talk
through this piece, but it would essentially make us ineligible for
federal grants if we had this language in our procurement policies. The ending
illegal discrimination and restoring it.
That was actually the wording in the executive order.
So yes, this has been like, it's put up a lot of public agencies all over.
We've had, Lori and I have been participating and just, we participate in a monthly general
Council of all public transit agencies in California.
And this has been a topic every week
since this stuff is coming out.
So we're still trying to learn and figure out how to do it.
But right now, we have to be very, very careful
on factoring in race and sex and part of our hiring decisions.
Yes.
Are you done on your question?
I'm really done.
I know.
Same.
trying to articulate, give me a second.
So I understand it from the perspective
of not utilizing it for scoring our procurement
or just like scoring in general,
but I'm just trying to understand if,
like we can't even have it at all.
That's what you're saying is like,
we can't have the statement in our policy at all.
Correct, because the language that we took that from
was in the executive order 12898,
which has now been revoked.
And so that's why we have to take it out.
I see.
So if we did modify it, where we don't have it,
and I know we can't do that today,
but if we, or maybe we can, I don't know,
but I'm curious, like, is there a way to modify it
where we have the essence of what it says,
but we don't, it's, you know,
and I would leave that up to you all
because you all are the experts on making sure
that it's legally sounded that,
I just think it's so important for us
to have something like this in there.
And I'm sure you all have been trying to figure out
how to keep it there because it was clearly there.
I just wanna make that case because it just seems,
I know you all did not do this,
but it just seems like we're pulling it out
because we have to, but at the same time,
I'm assuming there's a way for us to maintain
some essence of it just so that we can show
that we are committed to it,
So still following federal guidelines, you know, so I guess I'm just curious if there's a way for us to do that.
And there and there can be, you know, they didn't get rid of all socioeconomic factors in that.
So, I mean, it's a possibility.
It's just, I think we're waiting and seeing because we, like I said, we've been doing weekly phone calls with other general counsel like Bart is revising their policy right now.
So, we're trying to get insight on how other agencies are dealing with this because we are,
we have to be very careful in not losing our federal funding.
And so, that's why we're walking, so I'm not saying that this is going to, eventually,
we're going to continue to the discussion with other transit agencies and hopefully be able
to finesse the language further.
So it's, I guess I want to say to be continued,
but I mean, it's something that we can try to finesse.
But I think particularly when I was talking
to Bradley Saran, who's our staff attorney
who does focuses on this area,
he felt like this should be removed right now,
just to be safe.
So a question through the chair.
If this is just for now and we're learning,
would we be able to bring this back
or would it take another year to bring it back?
We can make revisions to any of the board policies
at any given point.
This is just done at least annually,
but if you wish to do that, we can bring it back.
I would think that it appears that there is some strong desire
to have it come back sooner if we are able to amend it,
giving it the flavor without violating federal law.
And I think we could certainly do that.
We can, like I said, we're still trying to see
how other agencies, when we film we're confident.
If a place like BART is finessing the language
and a lot of other, bigger organizations.
So that's what we're aiming for.
So absolutely we can bring this back at a,
once we get more insight and,
because this is all, like it blew up,
like everything on this, when it happened.
Yeah, but I would offer as an example,
the second bullet point here,
to ensure full and fair participation
by all potentially affected communities
in the transit decision making process,
that's not gonna change for us.
Right, like while it is,
while I understand why this is in our board policy,
the reality is is if we have not shown
from an agency perspective that we have done due diligence
by reaching out to every member of the community,
the board has the right to reject that information.
So the, you know, certainly appreciate why this here,
I may go out on a limb and say
This probably has a little more to do
with environmental justice than it does
the inequity of neighborhoods.
I think one of the things that has historically handcuffed
our ability to do transit projects in a timely fashion
is NEPA and CEQA.
And I can use the Oceanside Transit Center
as an example of that.
Once, if, and when we get it approved in November,
it'll take us another year for the Coastal Commission
to do there.
And the federal government, in its current form
and even on the back end of the Biden administration,
was reluctant to put hundreds of millions or billions
of dollars toward projects that will never
happen over the next few years.
There are billions of dollars tied up at the federal level
for projects that were granted money for that never
came to fruition or still in some type of a process.
And the only thing that's going to happen as a result of that
is a $1 billion project turns into a $3 billion project
and turns into a $5 billion project.
And this administration believes that, I'm speculating here,
but I believe that they believe that the environmental justice
piece is a huge part of that.
I don't think that excuses our responsibility
to ensure that we're giving the best project that
takes those things into account.
And the board absolutely has the right
to reject those regardless of whether we
have this paragraph or not.
I do agree that this was a very tough issue for us
to deal with because it's sort of the bedrock of what we do.
But it doesn't necessarily mean we can't do these things.
It just means that from a federal perspective
and federal grant perspective, we
need to show that the project's the project,
and then they'll fund it on that merit.
Any other questions or discussion on that?
And not on that item, I found one on my list that.
Oh, sure.
Do you mind if I just finish this one and then?
Absolutely.
Yeah.
So if, I guess, so I hear that there is a pathway at some point
moving forward.
I know there is no concrete timeframe,
just because we're waiting to see what happens with other agencies
and just in general.
I'm just curious as things evolve in this,
for instance, for something like this,
would it be possible, maybe it's through you, Mr. Donaghy,
but giving us an update that, hey, as we look forward,
because obviously this happened back in January
and I'm sure it's been evolving ever since,
but giving us an update so that we're aware,
so in case we need to do some sort of advocacy,
I don't know if it would change anything,
but at the same time, if we're able to do some level
of advocacy, whether it's to our federal partners
or state partners to make sure things are shifting,
hopefully in a more favorable direction.
I just thought I'd mention that because,
I mean, yeah, I'm not thrilled that we have to do it,
but we're gonna do it.
So I think it's just trying to make sure
that as we move along and if they continue to evolve
and change and shake out to a point
where they're just like taking everything out.
I just wanna make sure we are at least giving
some sense of we're gonna advocate and fight back.
I agree. I think Mary and Tyler and I will do everything to keep the board updated on some of
these things. It's been kind of rapid fire a little bit. In fact, there have been situations
where language has been changed and then rolled back. Sure, yeah. So especially something like
this, once we go through sort of our conversation to the webinar with the federal government of
what does this really mean and what can we do, what can't we do, we'd be more than happy to bring
I think that would be helpful, just like even in your updates that you sent to us, just
having that there, just like as a heads up, this might be coming, you might have to change
whatever board policy or whatever else it might be, just so that we're all aware.
And then of course, each of us can provide whatever feedback based on that.
So yeah, that was my final piece on that, and then board member, I know you mentioned
you had something else.
I did.
On page 132, which is board policy 23, about the absolute work windows and construction
railroad construction, scheduling and management, it was a long night last night, so I'm tired.
November was previously prohibited due to increased ridership in local regional events,
But it's been added back in as being a month that their AWWs would be generally scheduled.
And I was wondering why, because that's Thanksgiving, which is a big travel weekend generally.
I would say it provides us more opportunity through September and October.
What we have seen is more events in October, thank you, Padres, that have created a situation
we're starting to become limited on the amount of AWWs we can put out there.
It doesn't necessarily mean we're going to do it over Thanksgiving weekend. I'm
sure our employees would revolt on that, but it just provides us an additional
month to be able to manage the AWWs we have right now. One of the things that we
sort of ran into was there's an AWW schedule for mid-October, and that we're
going to allow freight to run at night but not our service during the day, and
And that would have conflicted with baseball,
had the Padres continued forward, sad day,
but had they had moved forward,
we likely would have had to reschedule the AWW
as a function of MLB schedule.
So it just kind of provides us an opportunity to manage,
if we can do them in October and September,
we're absolutely looking to do that.
If something comes up in October,
then we need to shift that to November.
It just provides us another opportunity to do so.
We're not gonna do it on weekends
where we see some high ridership or Thanksgiving
or anything like that, we would.
And I noticed September was also shifted.
Is it for the same reasons or?
Yeah, I think we're seeing a little bit of a change
in some of the travel patterns.
And I would tell you, too, that one thing that has not
left the list is we're starting to see a pretty solid increase
in ridership on the weekends, and we're not
certain that weekends are the best time to do at AWW.
problem is there are a lot of other partners of ours that are affected by
that Amtrak weekday service, freight running at night. So we're just trying to
figure out what the right balance is and should it be Friday, Saturday? Should it be
Saturday, Sunday? Should it be early September after the holiday? Like when
should it really be? And just give us a little more uptrain. You know we're not
really trying to deviate from where we are now. It's just an opportunity to give us
options. Got it. Those magical fling trains would come in really, really
I would solve our problems with the bluffs.
I appreciate the explanation.
Yeah, I appreciate the question because that does matter.
I don't think our plan is to really deviate.
It's just to give us more options on the front and back end for if we need to make a shift,
especially if we see some cool events that are coming to town.
We're starting to see a lot more of those between Savannah Bananas coming in.
I know there's a WWE Wrestling event happening in November on Thanksgiving week.
So that will, you know, bring some pretty solid traffic to Coaster.
We're seeing a lot of concerts and stuff down there.
And so I think we just want to be able to expand the options.
So we're picking the right weekend where there's going to be the least amount
of impact on the community.
Thank you.
Anybody else have any other questions or comments?
And it sounds like there's no vote.
So just based on our feedback, that'll just go to the full board is what I understand.
yeah, it'll go into other business for further discussion.
Great, thank you.
All right, perfect.
And that'll be at the October regular board meeting
for review and consideration of approval.
So with that, we're gonna go ahead and move on
to our closed session items two and three.
And they are going to be led by Misty Calder,
our deputy general counsel.
Can you go ahead and please take us into closed session?
Yes, the Executive Committee will meet in closed session
pursuant to Government Code Section 54957.6,
Public Employee Performance Evaluation
for Lori A. Winfrey, Deputy Chief Executive Officer,
Chief General Counsel,
and Shawn M. Donahue, Chief Executive Officer.
All right.
Misty, can you bring us back from closed session, please?
The Executive Committee met in closed session
to review the performance of the Chief Executive Officer
and the Deputy Chief Executive Officer
and found both to have exceeded expectations
for the review period
and are advancing performance-based
incentive recommendations to the full board
for consideration at its October 23rd, 2025 meeting.
The item will be agendized at that time.
Thank you.
Thank you.
So the next scheduled meetings are the regular board meeting,
Thursday, October 23rd at 2 p.m.
and then the Marketing, Service Planning,
and Business Development Committee meeting
on Tuesday, October 28th at 10 a.m.
And with that, we are adjourned.