Good afternoon everyone. At this time I would like to call to order the October 23rd special board meeting of the 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 clerk at NCTD.org.
So now we'll do our roll call,
and I'll look over to Suhel Rodriguez to get that started.
Thank you, Madam Chair.
Madam Chair, about Patel.
Here.
Vice Chair, Sonella.
Here.
Board Member Martinez.
Here.
Board Member O'Hara.
Board Member Garcia.
Board Member Joyce.
Present.
Board Member Desmond.
Here.
Board, alternate, McDonald.
Welcome.
Board Member Contreras.
Present.
This completes the roll with Board Members O'Hara
and Garcia absent.
Great, thank you.
And the first two items on the agenda are closed sessions,
so I'll look to Lori Winfrey
if she could take us into closed session.
Madam Chair, we need to public communication.
Oh, okay, so we, sorry, I must skip that.
So any public comment?
Yes, we do have one public speaker here today, Mr. Kevin-Ham,
on this particular item.
You have three minutes.
Hello everyone, I'm Kevin Ham.
Can you hear me?
Yeah, it's a small room, right?
I'm so used to saying good evening, right?
So good afternoon.
So it may sound as I start this.
I'm not talking about this item, but I am.
So I wanted to let you know I'm here today
on behalf of the Oceanside Coastal Neighborhood Association.
And talking specifically about
the Oceanside Transit Center project,
but Sean's involvement and some of the things
that I have appreciated with that.
But first off, I want to say that we strongly
support not placing buses on Missouri.
We've been dealing with this since the beginning.
And I've talked to many of you about the issue.
Moving the buses to the southern lot
will cause major traffic, noise, pollution problems
for the surrounding neighborhoods.
1,000 new additional vehicles, 3,000 new daily trips
on small local streets only rated for between 200
and 1500 trips a day is significant.
And today, before I realized it was Sean and Lori's review,
you know, I was gonna go a different direction.
And I wanted it to say a little bit about
how it's been a challenge to mitigate it,
but it's actually become better.
And so even though these efforts have been a challenge,
I really have appreciated your new CEO's ability
to reach out, connect with people.
I honestly believe we probably would not be here today
if Sean was here when the project started.
So I wanted to say your staff has actually reached out
to us with OCNA and we're gonna sit down
and talk about some solutions.
So I really appreciate that and I say Sean,
thank you very much for that, I do appreciate it.
You know, unless we do find a solution that's acceptable,
We will continue to say, hey, this is something
that we don't want to see and work with the council.
However, we are hopeful and I am hopeful.
And I just want to say thank you for your time today.
I appreciate it.
Thank you.
We have no further speakers for this particular item.
Okay.
All right, Ms. Winfrey.
Thank you.
We have two items for closed session today.
They both are pursuant to government code section 54957.6,
Public Employee Performance Evaluation for our CEO,
Sean Donegy, and for myself, Deputy CEO
and Chief General Counsel, Lori Winfrey.
All right, if everyone has taken their seats,
I'm gonna call the meeting back to order.
If everyone can please take your seats and quiet down.
Perfect, thank you.
All right, Lori, can we go ahead
and bring us back from closed session?
Yes, the board is now returning from closed session
with no reportable action.
The items will be heard at the regular meeting of the board
as agenda items number 16 and 17.
Great, thank you.
So we're actually going to adjourn this one
and then reconvene for the next one literally right after.
So we are going to adjourn the special meeting at 2.04.
I'll give it a second before we transition to the next one.
All right, well, welcome back.
30 seconds later, everyone.
At this time, I would like to call to order
the October 23rd regular board meeting
of the 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 clerk at NCTD.org.
All right, so we're going to go ahead
and do our verbal roll call
and I'll look to Ms. Rodriguez,
our clerk of the board to do that.
Thank you, Madam Chair.
Madam Chair, Bapatow?
Here.
Vice Chair, Sunella?
Here.
Board Member Martinez?
Here.
Board Member O'Hara?
Here.
Thank you.
Board Member Garcia.
Board Member Joyce.
Present.
Board Member Desmond.
Here.
Board Alternate McDonald.
Here.
Board Member Contreras.
Present.
And Board Alternate Coleman.
Here.
This completes the roll.
Great, thank you.
And Board Alternate Coleman,
would you help us lead us in the pledge?
Thank you.
We'll now move on to our safety brief
and evacuation procedures.
Mr. Rodriguez, would you be able to walk us through that?
Yes, Madam Chair.
In case of an emergency, I will dial 911.
In case of an evacuation,
please take the stairs, do not use the elevator.
Once clear 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 the building.
There is a portable defibrillator
on the first and third floor and staff on hand
trained on CPR procedures if needed.
This concludes my safety brief.
Thank you.
Are there any changes to the agenda
that we should be aware of?
No, Madam Chair.
All right, thank you.
And then now we're moving on to general public comments.
Do we have any public speakers today?
Yes, we do, Madam Chair.
We do have, there were 15 general public comments
that were received via email,
and those were sent to the board prior to the meeting,
and were posted on our website as well.
And in addition to that,
we do have five general public comments today here in person,
and I will call them in the order they were received.
Diane Nygaard, you can please turn on your mic
and you have three minutes.
Good afternoon, Honorable Chair and board members,
Diane Nygaard representing Preserve Calavera.
Over the last year, we've come before this board
several times expressing concerns
about the Oceanside Transit Center Project.
But today we're coming back to say we appreciate
how the development team has worked with us
and other community representatives
and a good faith effort to address those concerns.
This project is not perfect,
but it certainly has raised the bar
for dense development like this in downtown Oceanside.
We especially appreciate that it's providing
15% affordable housing,
not just 10% that most of the projects are doing.
And it includes comprehensive transportation demand
management plans,
so that all the users on site
are gonna take meaningful effort
to reduce the number of car trips.
because of everyone's efforts,
this is a far better project than it could have been.
Thank you.
Thank you.
Our next speakers, James Vilanc.
Oh, we'll call him next then.
Lane Stewart, you have three minutes.
You can turn on your mic, please.
Good afternoon, Madam Chair and board members of the NCDD.
My name is Lane Stewart.
My wife and I live at 425 South Tremont Street,
about 250 feet from the Missouri Avenue
at the south end of the Oceanside Transit Center development.
And this is what I'm discussing today.
I attended the October 7th city council meeting.
I was as surprised as you probably were
that the project was not approved but continued.
Mayor Sanchez suggested that if the southbound bus route
was moved off of Missouri Avenue
that she would approve the project.
And I'm hoping that you have the ability
to direct staff to do this.
I would like to see the project move forward
without buses on Missouri Avenue.
I'm sure you're aware that the decision
to have the southbound buses exit onto Missouri Avenue,
and it was changed right before the final public meeting,
much at the surprise of us,
to those of us who had participated
with Toll Brothers since the beginning.
All previous plans showed the on-site routing,
and that was my concern.
Thank you for your time.
Thank you.
Next speaker will be James Feilich.
You have three minutes. I won't take the three minutes. I'm Jim Felance. I live at 401 South
Cleveland Street. My driveway is 50 feet from where the new terminal will be centered, so it
directly impacts me on the Oceanside Transit Center Redevelopment Project. Basically, I'm for
the project. I think it's a wonderful project. I think the Cole brothers and the NCTD have done a
wonderful job of designing a
Development that's going to really benefit the community in many ways
But I am opposed to putting buses on to Missouri Street
Not just because it affects my access, but because it's just not safe. I walk in the neighborhood and I see
neighbors walking their dogs
bicyclists skateboarders and
This street was only designed for 200 to 1500 trips per day. It's a local street
It didn't even have the pavement thickness to support buses. It was never designed for continuous bus traffic.
And it's not just me speaking. I've gone out and I've talked to dozens of neighbors.
I've got over a hundred people signed a petition opposing
the buses routing onto Missouri Street. I've talked to the neighbors. I've gotten out and really worked the neighborhood
to understand their concerns, and they all voice the same concern that I do.
Thing is there's solutions and we're here
I'm here today to talk about working with the NCTD to find a common solution that benefits us all
I mean Missouri alone has 11 homes on the street
Michigan has no homes the Pika has three homes at most
Seagate's which have served the bus routing into this old site
For 40 years has no homes, and it's 52 feet wide and is designed for 4,500 trips per day
Let's face it we all live in the same neighborhood
We all working together living together, and we should find a common solution together
We're facing seven years of construction overall
And I personally have suffered through the last couple of weeks with the construction of the crossing there at the south end of the Sprinter Terminal
Last night the jack-hammers woke me up at two in the morning and
It's been going on for a couple nights, and that's not going to happen every night, but it is an issue and
I'm here to be a part of the solution
I want to work with an NCTD to find a different route that serves the community and serves the neighborhood as well at the same
Time thank you for your time
Thank you our next speaker is Joan Brown
Miss Brown, you have three minutes.
Good afternoon, board.
My name is Joan Brown, and I live in San Marcos.
I used to live here for 20 years,
so I'm aware of everything going on with the transit center
here.
I'm here today as a bus user.
And the things that I find that are not quite up to my age
And as you can see, sight.
But I see it happening more and more.
The first thing I'd like to comment on, and believe me,
I really appreciate the transit that's
here in the North County.
I really find it very good, although it doesn't stop enough.
It's a long walk between stops.
Anyway, when I came down here at the Civic Center in San Marcos,
what scares me most are the e-bikes,
because there are many nice wide sidewalks there.
And they go 30 miles an hour right on the sidewalk,
right outside the terminal.
And even by the tracks, the young kids
will be up there on their e-bikes.
And it's very scary, trust me.
And I don't think they should be allowed
to go on the sidewalk because they're so fast.
And now I would like to come in on the 347 bus
that goes from college to college.
And which does not really stop anywhere.
And it's always empty.
Although I believe you could make money on that
because you need to stop more by the stories
on Northall, not Northall, but on San Marcos Boulevard,
and North City, which San Marcos wants
to make its downtown there.
And the 351 that goes up Northall, it doesn't stop.
And there is no talking light there on mission.
and there are no talking lights to cross
on Nordall's sidewalks to go past those two
in and outs going onto the freeway.
So I believe that that should be taken care of
because it's very safety.
And I fell twice at the same place,
if you want to believe that, up by college in Walmart
because there is no signage on the curbs.
And you're up there with that cart,
Walmart cart that's four feet long.
And that sidewalk curbs, it's not painted at all red.
You have to follow that with the sun in your eye, twice,
I fell, in between buses.
So anyway, please think about that.
I think it'd be very important.
Thank you. Thank you, Ms Brown. Our last speaker is John Mosher. Mr Mosher, you have three minutes.
Hello, board. My name is John Mosher. I'm from San Marcos, also with San Marcos Mobile Home
Residence Association. I'm here today because of last month's meeting when Caltrans came down and
talked about the hydrogen trains and we talked about the buses and I had a chance to talk with
Sean at the Heroes of Oceanside event about this and the hydrogen infrastructure
we need and the fueling stations we need for the future. What I've done is I also
mentioned it at the San Marcos Unified School District Board meeting and also
at Clean Energy Alliance, our community advisory committee. I suggested for us
that we actually investigate this and use that as something for this next year
look into was for one of our projects. The reason I'm bringing them up is because I
want to make sure I'm doing it the right way and I understand what we really need.
I talked to Yoni briefly at a meeting at our senior center on Tuesday and sent her an email
to start the process but I just want to make sure I'm on the right page. I'm presenting it properly
as to what we're going to need up here in North County and throughout the whole county for the
the hydrogen products that we have coming for us in the future.
The other thing I want to say as supervisor Desmond, I was reading something recently
referenced the corporate ownership and foreign ownership of our homes, et cetera.
And also it actually came up in a discussion today with Dr. Darshana Patel, and we talked
about the housing in the state and also the country and how a lot of these corporations
are buying up the homes and turning them into rentals and then controlling the price in
the markets. I look at it from the mobile home park side as well as being a viable alternative
for housing moving up or down. And we discuss that as well. But it's something I like the
fact you brought it up. I believe it needs to keep being brought out there. I know trying
to create rent caps is a tough thing, but if controlling the ownership and making sure
people have an opportunity to buy that entry-level home instead of having to rent the thing is
a good thing for all of us. Thank you.
Thank you. There are no more further speakers. And just for the record, Board Member Garcia
arrived at 216.
Great. Thank you. All right. So before we proceed, I have a couple of quick protocol
I would like to ask Board
members to please hold your
comments and questions until
after each agenda item has been
presented.
When the time comes for Board
member questions or comments, if
you could raise your hand and
wait until you are called upon
to speak, please turn on and
speak into your microphone when
it is your turn to speak.
This will ensure that your
comments are heard for those
listening to the meeting online.
And then lastly, when it is time
to vote, so we'll call a verbal
vote.
So our first item is the
approval of the minutes.
Do I have a motion to approve
the minutes for the regular
for the discussion of the
meeting of September 18th 2025.
Motion to approve.
Okay so a motion by O'Hara
seconded by Desmond.
Suhel, could we please call the
vote?
All in favor say aye?
Aye.
Aye.
Any opposed?
Any abstain?
On the motion of board member
O'Hara seconded by board member
Desmond to approve the minutes
of the regular board meeting on
September 18, 2025.
Motion passes.
on the consent agenda for action today.
Do we have any members of the public registered
to speak on consent or requested
that any consent items be pulled?
No, Madam Chair.
All right, thank you.
At this time, we are ending the public registration
to speak on consent items.
Do any board members wish to pull items from consent?
Item four.
Okay, item four will be trailed
to the end of the agenda.
Anybody else?
Move to approve the balance.
Second.
Okay, so motion by Desmond,
seconded by, oh my gosh, Sonella,
I was gonna call you your first name.
All right.
So, and then of course we heard the poll for item four.
So it's just without that.
Yes.
All in favor say aye.
Aye.
Aye.
Any opposed?
Any abstain?
On the motion of board member Desmond,
seconded by vice chair Sonella to approve consent items
one through three and five to 14.
Motion passes.
Great thank you so just so you know we'll have it at the end of the agenda after the other items. Yeah. All right. Perfect. All right. So we will now go into other business items on the agenda. The first item will be a review of the proposed modifications of NCTD board policies at last week's executive committee meeting the committee recommended that the proposed modifications be brought to the regular board meeting for discussion and consideration of adoption. So Suheel Rodriguez our director of administration will present this item. So I'll go ahead and pass it off to her.
Thank you Madam Chair. So good afternoon board members. We're going to be reviewing any proposed
modifications to the board policies today and I do have Miss Mary Dover sitting on my left that
will be here explaining any specific questions you have on policy or legislation. So as background,
every year we bring forward the board policies for review to the executive committee
which happened on October 13th and then today we're here to review the same proposed modifications
and any, consider any feedback that you may have as well.
Most of the revisions are non-substantive,
so from the 34 policies, only four policies
will have any substantive changes.
And I'll go through the slides that list
the remaining 30 policies here.
So specifically of the four that we proposed
some modifications, we have three that will go into detail.
The first one is board policy number three
are committee and external appointments. So the proposed modifications the staff recommended
were to change the structure of the internal committee scheduling. This was done in order
to provide greater clarity for all the board members that wanted to join some of the committees
at the end of the year and then also to help reduce some scheduling challenges that we were having.
Also to align, it was also to align these committee schedules with other regional transit
agencies in the area. Board policy number five, which was public notice and
participation, we did add a budget adoption requirement for a public hearing
under our Brown Act requirement. Just so you know, our budget development board
policy 17 does already include that, but we wanted to add it here for greater
transparency. And then we revised the public participation process based on a
executive order that was signed in January by the Trump administration and
Ending illegal discrimination and restoring a merit-based opportunity
For policy number eight is our conflict of interest policy. So this one we've made revisions to the
To the process where filing or your force form 700 is now only done
Electronically the County of San Diego now has a web portal that is managed by them and they make sure that these filings are done
electronically it is no longer done in paper form and then we also added and remove any positions to
streamline the positions that we had listed at NCTD and those changes and the disclosure
categories were also revised.
And then lastly, our board policy number 25, disadvantaged business enterprise program.
This was revised also to ensure compliance with the interim final rule of the DOT that
was issued just September of this year.
And rule eliminates any long-standing race or sex-based presumptions of disadvantage
that automatically classified women and certain racial groups as socially and economically
disadvantaged.
So as I mentioned earlier, the Executive Committee did meet on October 13 to review these modifications
that we propose today.
However, it is here on Other Business to open it for discussion and any feedback that you
may have on any other considerations for modifications.
you do decide to after discussion today you may consider adopting resolution
2506 to approve the proposed modifications of staff I've recommended
and I'll take any questions and so will Mary great thank you before I open it up
do we have any public comments on this item we do Madame chair we have a zoom
participant public comment I'll call his name right now mr. Simon Guzman if you
can let me know if you can hear us and we'll be ready to speak once they allow you to speak.
Okay, yes. Can you hear me okay? Yes, we can. You have three minutes. Okay, thank you. Hello,
my name is Simone Guzman. I use pronouns such as he, him, and ill. I'm an Oceanside resident,
born and raised here, and I'm calling today regarding this item because I was really alarmed
by the decision to strike away the environmental justice
as part of the mission for the North County Transit District
under this board policy, board policy number five.
And the reason I wanted to call in
is because I think many of us understand
that environmental justice matters in our county,
in our country, but obviously in our region as well
because many of the commuter communities
and neighborhoods surrounded by our transit routes
and the exhaustion from our transit systems
are particularly low income communities and communities of color, as well as immigrant
communities. Scientists, environmental and racial justice advocates have demonstrated to us how many
of our families have historically faced the disproportionate burden of environmental hazards
like industrial and diesel pollution, and how many of these families also face significant
health disparities because of these these overlaps. Environmental justice is crucial
for equitable city development, prepare access to clean environments, healthy communities,
and addressing issues like air quality, access to green space and healthy food, and overall
addressing the impacts of climate change. And I understand that, you know, unfortunately,
under our current administration, Trump's executive order of 14-173 rescinded some of the executive
orders on environmental justice and other diversity, equity, and inclusion initiatives across our
country. However, our planet, our Mother Earth, is already in a danger zone in regards to climate
change. As we see that in evidence by rising global temperatures, the increased frequency
of extreme weather events like droughts and severe storms, and the melting of glacier and
and ice sheets.
Environmental degradation is hurting our oceans.
Marine ecosystems have already passed
or are rapidly reaching dangerous tipping points.
So this is really not a time for us to move away
from environmental justice, but to be rooted deeply
and clearly in our values and our efforts
to protect our environment and our communities
who depend on a healthy planet and healthy neighborhoods.
So I'm asking you all as a resident here
And to please, please, I strongly urge you
to reconsider this modification and instead move
to recommit and fully restore environmental justice
into the mission of NCDT.
Thank you so much.
Thank you.
We have no further speakers, Madam Chair.
Great, thank you.
Before I look to the rest of the board,
I just wanted to mention this was something
I was also concerned about last week.
And I was curious, I know you heard some of the questions
I had last week around it.
If we could just talk about kind of some of the discussion
that we had if you wouldn't mind sharing what I had asked
with regards to what would be the best way for us to proceed
given that this was an administrative order
and just how do we navigate it
because many of us shared the same concerns
that we'd like to recommit to it and maintain the language.
So we were trying to figure out how do we do so
in a way that maintain our standing as an agency
and then also at the same time recommit to the language
that we clearly all value?
Yeah, thank you very much for the question.
So similar to the policy as it stands now,
when a particular federal administration takes office,
they'll sign executive orders
on how they would like entities
receiving federal government funds to be governed.
And so this is a similar case.
We have examined the executive order,
we've examined previous executive orders
from this administration,
And we've determined that our recommendation
is that the agency strike this portion from the policy.
We have seen the Trump administration make orders
in this manner and tie them to grant funding.
And we receive about $54 million in federal funding
from the Federal Transit Administration.
And it's essential to us being able to provide service
to the communities that we serve so it is an evolving process. Lori and our
legal team has regular meetings with other general councils for other transit
agencies and I think we're all, because this is such a fresh executive order, our
recommendation at this moment is to strike the policy, strike the portion of
the policy when we have those further conversations. If we receive any
additional guidance we can certainly come back to the board but our
Our recommendation at this time is to strike the language.
And this one, Priya, I see you wanting to chime in as well.
Thank you.
Ms. Dover.
Yes, thank you.
And just adding to what Mary stated
at the executive committee when we reviewed this policy,
I think there was definitely the sentiment
of Simone Guzman was also around the table
at the executive committee.
I think the conversation that we had
was that just because you don't see this language
in NCTD board policy number five,
doesn't mean that these things aren't being considered
as part of our processes.
I think of great importance to the district right now
is the fact that we do have some pretty significant
and I would say we have had quite a barrage
of new and different policies and procedures
and laws and executive orders and things that are coming in.
We have legal working groups and policy working groups
that are working through these right now.
I think it is in the best interest of the district
for us to better understand them
before we make a decision
as to what the board policy should look like.
And we need more clarity on these things.
I think we've seen in some transit districts
around the country where they are losing funding already.
And we don't want to be one of those agencies
because it's critical to us that while we are trying
to maintain NCTD's mission and the policies that we strive
for and that are important to us in the work that we do,
we can't do those without the funding mechanisms to do so.
And the federal funding is very important to us.
You may see other agencies around the country
that say, you know, we're going to adopt policies
such as this one.
And the language that's here in this board policy
came directly from the executive order
that has been stricken.
And so it can't remain here
without some scrutiny from the federal government.
And so what I was going to say is you may see
other agencies that say we're going to keep this policy
exactly as it is.
They have the luxury to do that
because they don't rely as much as we do on federal funding
for their services to run every day.
Even regionally you might see that that could be the case
because MTS, for example, does not rely as much
on federal funding as NCTD does to run service every day.
So what I would say, sitting here as the deputy CEO
and as the chief general counsel,
is that NCTD is monitoring this very closely.
We made a commitment to the executive committee
to try to seek better clarity on this
as soon as we reasonably can.
Sean and I are the agency executives
that have to sign the certifications and assurances
to the FTA and one of those certifications
and assurances is exactly this,
that we will ensure that all of the policies
that are adopted by the board will be free
from these types of statements.
And so we're trying to manage that
with how we are practicing our processes on a daily basis.
I hope you understand what I'm saying.
And so we committed to coming back
as soon as we reasonably can, once we get better clarity
with a recommendation on this board policy
that I think will better align with the board's wishes.
Thank you.
All right, so I'll look, I have other questions later,
but any questions or comments from the rest of the board?
I'm seeing head nods.
I'll start that side and come back around this side.
Anything from you, Ms. Coleman?
Okay, Ms. Contreras.
Yeah, you know, I would,
is it necessary to adopt these board policies today?
And if so, why?
I would say specifically on the board policy
that there is the most consternation over yes,
because we have to get board approval
that we will not do that or our federal funding
will be frozen.
The rest of them, I don't believe they
have to be approved today.
So when is that communicated to the federal government?
Is this, we do it, we accept it today
and then you have an immediate communication
or when does that report it out to them?
When we sign our certs and assurances annually,
we are testifying or certifying that the agency
is in compliance with federal government.
And when does that happen?
Any time we accept funding, or if we draw down on a federal grant and you can be more specific I guess on when our next, you know, would I would like to know specificity on this.
Yeah, thank you that that would be an attestation that we have complied with all of the roles and regulations associated with that grant.
The certs and assurances are signed on an annual basis but we are committing to complying
on every transaction, whether it's a procurement, utilizing that funding, or a drawdown of that
funding, or any transaction that we do, we're committing to following all the rules and
regulations associated with that dollar that we're spending.
Yeah, and I would give an example.
We have been asked by the federal government to change our language in relation to DEI.
And it didn't, they held the grant until we changed the language in the application and
then they approved the application.
So I think to the earlier point that was made, it doesn't excuse our responsibility to make
sure that these things are occurring on a local level.
But...
No, I hear you.
I'm just waiting to hear specifically when we anticipate that we have to have this communication
to the federal government?
So Lori is correct.
When we obligated funding, we have obligated the funding with the FTA for formula of funds.
However, we have a future grant that's currently in process with the FRA for the Infra-Grant
for the San Diego Double Track Project, and when we execute that agreement very shortly
in the next month, we will have to sign off on the search and assurances that Lori alluded
to.
So yes, every time that we are obligated federal funding, we have to attest to those assurances.
effectively should a vote occur when the federal government will reopen we
expect to be able to re-engage the FRA on this particular grant and at that
time so it really could be any day now. I would just also state for your benefit
every single procurement that we do so for example there were several items on
the board consent agenda today so contracts that were approved by the
board they all have federal funding attached as soon as we sign those
contracts they all have federal funding we are committing to the federal
government that we are complying with this executive order I mean it just
sounds like it's really important to come up with alternative language at
this point I'm not okay with accepting this removal without alternative
language I would just say that's all I have to say I could counsel I don't
don't think we're prepared to propose something at this time that we there's
not enough clarity at this time on the new executive order to propose
something that I think we would be comfortable with giving to the board and
I and I would know and please correct me if I'm wrong this language came from an
executive order under another president we did not yeah no I that's that's been
that's been made extremely clear I think you know talking about needing to have
clarity, I understand that, because I need to have clarity as to exactly what we can
put what kind of alternative language would be accepted.
So I think that's of the utmost priority now, because striking the language as is, I just
don't find that to be acceptable.
Thank you, Ms. Contreras.
And I think the majority of us last week shared similar concerns, just so you know.
So you're echoing our sentiments.
So Ms. McDonald, do you have anything?
It is sort of a game with words, isn't it?
And although I'm horrified that we're doing this,
I felt like we have no choice.
And this government is not going to change tomorrow
or next week or even next year.
And perhaps there'll be, at a later date,
we'll be able to come back with clarifying language
that will make us happier than the action
we're gonna take today.
Okay, I think we're still doing comments and questions,
but if you have any questions or comments at this time,
Mr. Desmond, I'm happy to entertain that.
All right, great.
Okay, well, thank you.
And I will continue on down the line.
Mr. Joyce.
So I did, in response to this,
sent back some language to staff that I thought could maintain our focus on
commitment to fair and inclusive service delivery and so I'm just curious if that
language was looked at from a legal perspective and whether or not it would
allow us to maintain the mission without tripping the tripwires of the censorship
are new government has for us. Yeah, we did look at that and may have Bradley
jump in and have some explanation on that. I think from our seat, I don't
think that we have a disagreement that what does that language look like in
real time? I think the legal opinion is and I would pass off Bradley that it
would be dangerous for us to try to interpret what that is right now. I
mean, we really need some time to understand what their goal is to the
elimination of this language and still be in compliance with being able to draw
down federal funding. I would say it doesn't change from an agency
perspective that our goal is not to eliminate this language and just go out
and start providing service that's not acceptable to the community. I would
just and I would love to hear from you about it about the language that came
over and unless it's just not this time but I would just flag that today we
stick with our our goal right but as these policies change you know meeting
by meeting a meeting that's that's how we shift away from our goal so like I
know that everybody here is committed to inclusive service for all of our
communities there is danger in letting it creep so maybe today is not the day
that we that we stand and say this is something we're not going to like bow
over and do but there will be a day that we have to make a decision and every
time we do this we're making that decision to slowly go down that pathway.
Unless there's any pertinent comments about the language that I said I can go
because I have more lists for this. As far as the participate public
participation plan. We still are asking for public comment and asking for
feedback from the community. As far as the enabling legislation for the
executive order, it's very specific to what it says was removed and so all we
did is frankly just remove that part of the language. But the heart of the
public participation plan is still there as far as trying to go out there and get the
public feedback. And I would just for people who are unaware, Bradley Seren is
as our civil rights attorney here at NCTD.
Awesome, they can't fire all of our civil rights attorneys.
Okay, awesome, glad you're here.
One that, so I don't know if I should see
if anyone else was to talk about this specific policy
because I have other ones, just keep going.
Okay, because I kind of do want feedback on this next one.
So I didn't send over specific language
because I think we needed to have this conversation
as a board.
I want us to talk about the executive committee and the full board generally,
and the governance structure of NCTD.
I guess we're now changing the name, sorry.
I think sometimes the EC is having a pre discussion about things that we're going to discuss.
It just seems not very efficient,
and also seems like sometimes our messaging gets decided before it gets to us.
I know that's not the intent,
and I'm not trying to disparage
anyone in particular.
I just think it's worth us actually looking
at the governance structure to make sure
that all board members are fully informed
on the decisions that are happening
to make sure everybody is meaningfully part
of the conversation because we have such diverse communities
that we represent up here
and they're like really different needs.
And so if we have pre-baked things coming out
of a small committee, I am worried
that we're not getting the best decision-making
for the organization.
So we could look at that as like an ad hoc committee
to take on reviewing the governance structure,
making recommendations back.
I don't know if we could do a workshop on it.
I don't have a specific suggestion.
I just have a concern that I ask my colleagues
to think about and to maybe consider moving some action
forward on adjusting.
I just think it's in the best interest of all of our cities
and the organization moving forward.
A great example today is the performance evals came in and and I'm happy to support them
But it was something that we all wanted to have that full conversation on
And just like this there was a pre conversation about this exact conversation. It's like a meta universe of what we're talking about here
But I'm really interested in us taking taking a look at that
So that's one
Public comment, I think can be I just really quickly interject on that point just to ask our staff to respond to
The governance structure why it was created in the first place
You know what what things the executive committee generally looks like and what the makeup is of that so that
For the public they have the ability to hear and then also in case that strikes anything for any other members they can chime in
I'm happy to review that. So in terms of the governance structure of the board,
that is set by statute in our enabling legislation under the Public Utilities Code.
So the composition of the board in terms of who sits on the board, in terms of the membership,
that is set by statute and the timing of the election of the board chair and the vice chair
is set by statute. So any modifications? Could you just clarify even further what that means?
that's through, so you say enabling legislation through the PUC that means
it's through state legislation. Yes, state legislation adopted by the state
legislature and so any modifications to that we can we could make modifications
to the board policy but it wouldn't change anything because it's pursuant to
law. Any changes to that would require us going to the state legislature, taking
their temperature to see you know how likely they would be willing to open
that legislation and make any changes. I'm not saying it's impossible I'm just
saying you know it's it's a temperature thing right. We've tried to do that on
occasion I think since I've been here in almost 13 years we've had two three
major modifications one was the stipend for the board it was originally $75 it
was increased to 150 that was it took us like two or three times going to the
state legislature to finally get that to happen. And then we were able to get the
City of San Diego as an ex officio member on the board after some time and
then we've had some modifications to our contracting provisions. I think maybe
once or twice there were some modifications made there but never got
what we you know truly wanted out of that but got some concessions there. So
So over 13 years, that's the extent of what we were able to get so far.
And so all of the members, like I said, including the County of San Diego, are set by the legislation.
It doesn't say Fifth District, it just says the jurisdiction of, that has the most population
and it outlines, you know, the population area.
And so that is the Fifth District in the County of San Diego.
So that's the legislation.
As it relates to the committees, the whole committee structure
was a construct of an earlier board, right?
There is nothing that requires that we have board committees
at all.
The earlier boards, I think this is back.
I think Bill Horn was the board chair at that time,
so like way back.
They felt that there was a lot of things coming to the board
that hadn't been looked at by, you know,
any other subcommittee or something like that.
And they decided to go with this structure
where we had the executive committee
looking at executive level staff.
In fact, the employment agreements that Sean and I have
with the board expressly state
that the executive committee will be the evaluation body
that evaluates our performance, not the full board.
And so that would be a modification
to our employment agreements as well.
As it relates to the executive committee,
they look at things that are district-wide changes
of policy.
So that's why they would review the board policies,
for example, and things of that nature.
The marketing service planning
and business development committee looks at, you know,
service planning items, service changes, you know,
marketing type of, you know, if we're wanting,
I remember specifically when we wanted to get a new website,
they were kind of the sub-committee, so to speak,
that was looking at the new website
and working through kinks on that
and trying to figure out what was best,
making sure we had ADA compliance and things like that.
And then we have the performance administration
and finance committee,
and they look at, of course, the budget.
The budget goes to them in advance to look at,
make sure that we're on track, look at the assumptions,
see if they're reasonable, look at our funding sources,
see if we are meeting the goals that we've set
in the budget for the prior year, things of that nature.
So that structure was kind of set up
to make sure there was someone looking more closely
because when you sit on the dais once a month,
it's you're more at a 30,000 foot level perhaps
than when you're sitting on those committees.
Whether or not it's meeting that expectation
is for the board to decide,
But that's what it was.
We did have, we also had a railroad,
oh gosh, what was the name of the committee?
The RISKI committee.
RISKI committee, yeah.
Rail safety and community enhancement.
Yeah, yeah.
We had that committee that was seated for,
I think a year or two.
We had some recommendations that came out of that
that were, some of them were implemented,
some of them were, you know, due to feasibility.
And that was just a very ad hoc committee that,
you know, for two years and then it went away.
So that that committee structure is entirely up to the board.
The board can decide that it doesn't want a committee, you know, process or not, you know, it's entirely up to the board.
And just to just to clarify when you were talking about the enabling legislation, that's for the entire board, not for the committees and the committees are something that we can still dictate because I think that was where the question was.
Yeah, the committees that I mentioned,
Executive Path and Misfita,
those are all a construct of the board,
have nothing to do with our enabling legislation.
Great, thank you.
Thanks for the clarity.
I know you have, oh, go ahead, board, I'll turn it over.
Just a clarifying question.
So are the three person nomination committee
for both the board chair and the vice chair,
is that pursuant to state legislation?
No.
So, I guess a follow-up is what is the justification behind having a three-person committee?
Did that come from another board, or is that best practices or personal clarification?
That was from a prior board, in fact, before I even got here.
And that was just the way they had determined to do it.
Traditionally, ever since I've been here, and I think for – you've been here longer
than I have. Most of the board chairs have sit for two years and the vice
chairs for two years but we don't have anything in statute, nothing in board
policy that requires that. Okay. And I also believe that the nominating
committee was a board construct, can be changed, and also the the ex-officio
member, as you know, in the legislation does not have a vote on the board but
also in board policy cannot serve on the nominating committee. Right. Okay. And then not to get
us off track for board policy too, but just to go back to board policy five, as member
Joyce kind of mentioned, as this administration continues to put out executive orders, and
I'm sure it's intentional that some agencies
rely heavily on federal funding and some don't,
but maybe looking at, and this is so much easier said
than done, but looking at diversifying our funding stream
so that we are not so,
so heavily reliant on whatever this administration
is going to be putting out in the next three years.
Thanks.
Great, thank you.
I know board member Joyce, you had other comments,
so you can continue and then I'll keep going down the line.
Okay.
In that same vein, I would,
I had concerns last time about our elections timing,
and thank you, it was brought up,
that it's in the statute.
Perhaps that is something that we should work
on getting changed in the next year or so
with our state legislature.
So the nominations process also doesn't make a whole lot
of sense to me.
I think there are better ways to get to get to where
we're trying to go.
I think we should take that on and adjust our processes
so that it's not, again, giving some other committee
the power to choose, pre-choose who's coming in
and then voting on it.
And you feel like when you're voting on it
after a committee has made that recommendation,
You create conflict where it probably doesn't need to be,
and so I think just as a board,
prefer us not have that added layer.
A lot of what I'm asking for is to take off the layers
that I think have separated our thinking
and allow us come together as a board
to make these motions together.
So I think to the best that we could do that
with the nominations.
I'd also like to add a requirement for,
and this is definitely not personal,
but it's just something I think makes the most sense
for the future is for any of our leadership
for our committees or our broad board
should have at least a year's experience on the board.
That would have made me ineligible at less time as well.
So it just makes sense to have a strong familiarity
should you be pushed into having to take direct leadership
of an organization.
So those are other adjustments that I think should be made.
I would ask my colleagues,
do you want me to draft these and bring them back?
Do you think we should have staff do?
Like please comment on that
because this is not for the void.
This is for you to consider as a member of the board too.
And then I think about the public comment
seems like it's super clunky
and that we should streamline it as best we can
as we're again trying to get as many people involved
in this process as possible.
I'm surprised we don't have more public comments
because we have so many users of what we do.
And so I think if anyone wants to comment,
we should be like welcoming in it.
I know we do here in person,
but sometimes our policies again,
don't reflect that welcomeness.
So I think our policies should reflect that
as best we possibly can.
Yeah, actually on a positive note
to what you just mentioned,
we did our first wave of online public input
for this current open house.
And we did have quite a few people online
that gave comments.
And I think that would be our preferred method
forward in addition to in-person is to have online open houses either on social
media or on zoom so people can jump in and participate live. Thank you. And Mr.
Joyce, are you done with your line of... I think I've given enough. I have others.
Those are the most important ones. All right, great. Mr. Garcia. So first of all I'll
apologize for being tardy. I had to officiate a funeral and as much as I
tried I still was 16 thank you for the 16 minutes late but anyway I needed I
need to apologize for that that's not my custom to be late to this meeting not
that I'm late to other things this I discovered something when I was on
on Planning Commission in the City of Escondido, that there are these things that we get that
you have to do. And because it's attached to funding. And like it or not, I learned
that I had to do that. And what I'm hearing today, it certainly seems like that is the
case. But all I would say is that I expect that our services, our level of services and
to those that we serve our customers doesn't change.
As simple as that.
So in practicality for me, our mission continues
to move forward while we comply,
as we have been called to do.
So that's all I have to say.
All right, thank you.
Mr. O'Hara?
I love sitting next to you.
You said exactly what my thoughts,
And I look at it as I had a whole thing about the first line
in this and what it means.
And there are things that we get in our own day to day
as counselors and representatives
like the state mandate, which rips away
our local control over housing, which is not something any
of us like.
But we deal with the state.
And that's kind of the way it is whether we like it or not.
And it's not really up for debate
whether we're on one side of it or the other.
It is what it is.
But I also look around this group
and I look at how we do things at all these meetings
and I have never seen anybody pull this out
in the middle of a meeting and find the policy
to make sure they're on track.
There are 10 of us here
who represent a broad base of constituents
and we are up here to look at their best interest.
And I think that we do that every meeting.
And whether this line is in here or not in here,
that's what we're going to do.
And so I concur.
I think we move forward.
Thank you.
We're well said by both of you.
I verbalized my outrage and sadness about this,
but I do know that our leadership, our executive
leadership in this board will do the right thing
and will comply because we're forced to comply,
that hopefully things will change in the future,
so I'm hopeful.
All right, Vice Chair Sanel.
And I agree with the last three speakers as well,
so I won't reiterate everything that they said,
but I will say that there's really two aspects
of culture within our organization.
You have your policies right,
but you also have your tone from the top,
and I heard some of that just spoken about just now,
and we have two great leaders that just got great reviews
from this entire board, and in my first year here,
I've not seen anything that would give me any concern
that that tone won't be right and won't continue
to support everybody that we serve
and every community that we serve.
And so I have the full confidence in both of you
and I think I'm comfortable, although may not like it,
I'm comfortable with the language coming out
so that we can continue on with our mission.
Thank you.
Okay, I know, Mr. Joyce, you asked us to weigh in
on some of the things you brought up.
So one thing before I add some feedback,
if you would like to, you totally can.
Do you want to?
And then I'll go back to mine.
Yeah, I wanted to also kind of piggyback
on what board member Joyce was talking about
with regards to the committees.
Being one of those folks that was on the executive committee,
certainly, I think the goal, and I don't know what,
I can't speak for the boards decades ago,
it was probably to drive some efficiency, right?
Clearly it's not working.
we're going to end up having, this is a board,
one thing I've learned in the last nine months,
10 months, whatever it's been,
there's a lot of strong opinions on this board
and a lot of passion for what we do
and what we do as individuals
and what we do for the communities that we represent.
And so I'd have no issue with getting rid of the committees.
It would have saved me a meeting
and we were going to talk
about all these things anyways today.
And so I'm supportive of your recommendations
with regards to committees.
If I may, I think from what I had understood,
it was just with regards to the executive committee
seeing things prior to the board fully seeing things,
including the nominating process
and the nominating committee,
but not necessarily the marketing
and the finance committee, correct?
Can I get clarity on what you're?
I can clarify.
It would be to review our structure,
including all committees. In general.
But one thing I didn't mention about the EC,
the executive committee versus what we do.
In my understanding of the board policy,
it says the EC will review
and it gives a very broad language
and then it says some examples of what it could do.
So I think it'd be a really good strong board policy
to very strictly say what the EC does,
that way it doesn't go far afield
and we don't feel like things are getting through one
and it's not coming to the other.
I think that would help with transparency of all of it.
And I'm not saying that's happening now.
Again, I wanna be very clear.
I just think our board policies should reflect good practice.
Our practice should be this collaborative among everybody.
So that would be part of the recommendation.
But then to really review how effective our structure is
overall.
OK.
Thank you.
Question before I have my comments and responses.
Could you tell me what best practices
are for other agencies with regards
to nomination for leadership?
I just want to understand that.
I know we don't have that necessarily,
but I'd love to hear a little bit more.
Well, that's putting me on a spot.
Honestly, it's different everywhere
and it's occasionally politically driven.
It's occasionally jurisdictionally driven.
I've reported to boards and agencies
that had over 10 jurisdictions.
They did not like, or they liked having the committees
because there were too many jurisdictions represented
and they really needed some direction.
So the committees were set up to primarily look
at certain things like service planning.
Another one was set up to look at finance.
And so there really was no disagreement
over who should serve on those committees.
It was largely people that wanted to be involved
in the financial piece, people that largely wanted to be.
Executive committee for me is a little different here
than I think it is in some other places.
The executive committee is usually pulled out
to deal with either critical legal issues that come up.
they do typically start the process for the reviews
of anyone who has a contract with the board
or major things that sort of come up.
I think from an agency perspective,
we probably haven't had a lot of super big items
that came to the executive committee
outside of the annual performance reviews.
I think when we have large critical items that are legal,
we try to bring the whole board into a closed session
to have those discussions in real time.
I would say that boards that do have committees
are very specific that whatever things are talked about
or discussed in that meeting is not set in stone.
And then when it's brought back to the full board
in a closed session, the full board should have
the autonomy to be able to have that discussion
and make changes as needed.
The executive committee is there to say
based on the information that we had,
we are recommending X,
but it's up to the discretion of the board.
I've worked at agencies that didn't have them
and it worked just fine.
I will say that in mid-size agencies,
there's probably very few committees.
Usually it's just a finance committee
to kind of overlook some things
and then a planning committee to kind of overlook,
are there certain areas of our service grid
that aren't getting the same attention as others
and making sure that we sort of write the ship on that,
but it's a combination of everything.
Sean, if you'd like, I can talk about Sand Egan MTS.
Yeah.
If you'd like.
Let me, yeah, let me, let me.
The nomination piece has been absolutely different
everywhere I've been.
In fact, at one agency I worked at,
the board consulted me on who they thought should be
the chair and vice chair of the board.
And the reason they did that was because,
and I'll give you an example,
when I was the chair of the MPO,
I purposely picked the polar opposite for me
to be the vice chair so that he and I
could work on issues collectively.
He was a former army major.
He had insight into things on large capital projects
that were affected by the military in the state of Washington
and he and I worked really well together.
So I always thought that was kind of an important
to have on the board. You know, I've worked with some where we were completely removed
from that equation and there, the entire board sat in a room and said, okay, who's interested
in it? If you are, give us your rationale for why. And as a group, let's decide who
the best folks to put in charge of the board is. I have seen what you have recommended
where board members have to have a certain period of time in the seat so they sort of
understand the policy and like the nuance issues that are occurring with
the agency but I would defer to Mary on MTS and Sandig. Yeah just for some local
perspective MTS you may have seen just elected their board chair and vice
chair so they are in a completely different structure than them so I won't
draw too many comparisons but Sandig does also have a nominating committee
similar to us they solicit input from their board members who would like to be
chair vice chair second vice chair their nominating committee takes those
statements of interest from board members and then makes a recommendation
that then goes to their full board for approval so it's very similar to ours.
Their nominating committee is much larger because their board is much
larger. Yeah they have I think it's about a 14 member nominating committee it's
much larger than ours because their board is more than double our size. So
ours is three members because it is it can't be a majority of the board for
quorum round act reasons.
So that's kind of where we're at with the makeup
of the Nominating Committee.
Thank you.
Okay, did you, okay, I see Ms. Contreras, go ahead.
Just a few things.
So on the Nominating Committee, I mean, it's kind of a farce.
So I think we should just do away with it
because it just seems like to take extra time.
And at the end of the day,
you don't need to even have submitted an application
as we found out, to be moved into a different role,
so like vice chair or chair.
So I just, for efficiency purposes,
if it's just gonna be a farce anyways,
we might as well just do away with it.
The other thing that I wanna say on Board Policy 5 is,
when do we anticipate to have legal clarity on this?
Because isn't it being reviewed by the courts right now?
Yeah.
It is, I would say, to be honest, just from my seat.
That's not a one-time discussion.
I think that the first discussion we have on it
is going to change two months later.
I think just from the history of being in this business long
enough, if agencies try to work around this with language that
close to this they will create another executive order that will tell you to
remove that language and we'll be right back here next third yeah no but what
I'm seeing is that the whether this order from the Trump
administration administration is legal or not is actually not defined yet is that
correct yeah it's kind of a yes or no question it's not yes or no question
because right the answer that I give today could put undue stress on this
agency. And well I mean I think the courts from my seat the executive
administration of this country has ordered us to remove that language and
face federal funding stops and there are other there are other sectors of
business that have had their funding stopped regardless I hear you I hear you
but the answer is no that there is if this is not 100% legal at this point
because his executive order is being deemed illegal, at least partially. So I,
that's where I just have a difficulty saying, yes, let's strike this on just the
facts that this order itself is, some courts have seen it as partially illegal.
So I feel like until that is resolved, I just don't understand how we could.
We wouldn't have any basis to fight because we don't know whether or
not this executive order has legal standing in that clarity is not here.
So I, I'm just, I just don't think that we need to take this position today,
especially if we can do it the next time.
I would answer that by saying I don't think there's going to be a decision on that ruling by next month, I would say that, in the absence of this language, the board still has the right to deny anything that they deem a violation of this.
No, I hear what you're saying. I just, you know, moving forward with striking something that is not even considered legal.
in its full basis today is a difficult decision to do.
Yeah.
I'm not suggesting that you're getting an argument from us
on that.
What we're saying is that.
No, I hear.
I hear what you're saying.
I'm not jeopardizing federal.
Yeah, I totally hear.
I think there's anybody in the organization that is saying,
yeah, we should.
No, I hear you.
I understand.
And I'm not saying that you're saying that.
But what I am saying is that there
is the order that we're talking about that's
rescinding this language in policy five is still making its way through the
courts because it is not a fully legal order so that's the only point that I'm
trying to make. I don't think that would stop this administration from holding it.
Sure it's a fascist administration it's not going to stop them. Can I give an
example earlier this year the federal government when they first took office
issued I believe it was an executive order to halt all federal funding and
in the disbursement of all federal funds.
Our CFO turned to me and said, they can't do that.
And it was challenged in the courts.
And a judge put a stay on the order,
and that meant that no enforcement of that executive
order was to be allowed.
I don't believe that that's what's happening in this case.
In the courts, but I don't believe a stay has been issued.
The stay was issued.
I believe it might even still be pending in the courts.
We had heard rumblings that there were some agencies
that did have their funding frozen for a period of time.
So there was a stay in place, the federal administration
was not supposed to be enforcing this executive order,
and we had heard that they were in some cases.
So I think the recommendation that we have before you
is just that we would like to be very careful
and take the most cautious.
I 100%, I hear you.
I hear you, you're trying to be extremely cautious.
I totally get it.
There's millions of dollars on the line,
but this executive order is partially unenforceable
because it has not obtained the status
of being fully legally recognized
because courts have said some of this looks illegal.
So I just wanted to put that out to the board
because I think that's important information as well.
I think until this makes its way to the Supreme Court
and we have a final determination by the Supreme Court,
it has to be treated as though it still stands.
There's no stay on the order
and some of the federal courts are disagreeing.
There's a conflict in the federal courts
as to whether it is valid or not.
And so until it makes its way to the Supreme Court
and we have a decision,
I think we have to consider it as a valid order.
I hear you.
I hear you.
I just think it's also important for the board
understand that this is not 100% a legal order so that's just a fact that has not
been presented to the board that I think is extraordinarily important. Thank you
Miss Contreras. Mr. Sonella I think you had a comment. Yeah I just I got a maybe
just because where I said I got a real strong sense of an uncomfortable level
by our CEO in this last bit of discussion and not because I don't think
He was first personally uncomfortable, but I think he's on you think he has the best interest of the district at heart and he's concerned about
Maintaining the contracts that we have and the funding sources that we have and so in the best
And what I believe is the best interest of our leadership and our district and the people that we serve
I'm going to second that motion that was made earlier
Okay, I still have comments, but I see a few others. No go ahead. Mr. O'Hara. I always go left. So it's fine. Go ahead
I thought you were done. I was just certainly back to
member Joyce's comments. We're talking about the requirements for nomination and I
agree the process is really clunky. I think UNI was our first or second
meeting here and probably some of you we didn't know even that well, right? So it's
a clunky process. I highly disagree though with the you have to have a year
year of performance for eligibility.
At the same site you could say you and I shouldn't have voted then because we don't have a year
of eligibility to know these people for a year, right?
And so we're put here because we're supposed to know the importance of our constituents
and do the research to find out, you know, where each of these people stand as they come
up for these nominations and who we're sitting there, and I expect that all of us do that.
So I would be against that part of the recommendation to look into just to the record.
I think I'd hate to see somebody who has all the expertise, all the tools in it come up
here and they have to wait a year to serve to really serve this community to the best
that they can because they didn't have a year, even though they were the best candidate in
the world for a job.
I don't think it's somewhat discriminative, but that's a different discussion.
And I think as we experienced and as the only independent up here, I can tell you, I think
Part of what we're talking about isn't really the process.
It's that it became about Democrats and Republicans
instead of about the end product.
And I hope that isn't the case going forward.
I hope we vote the right, however the right way is,
whatever the situation, regardless of party preference.
And I think that might be why it's being brought up again,
but that's where I stand on that.
Is anyone else?
Okay, I think, oh, go ahead, Mr. Joyce,
And then I'll round it out.
I just push back, I mean, I just really quickly push back, you really should know the organization
and I don't, you know, I, I agree you're in this position or any of us are in because
we're elected but if you're elected to the first time, I mean, just for instance, you're
elected for the first time to office in December and then you are all, I mean you would have
no experience working with anybody up here.
Most of us don't have experience working with each other up here unless we happen to be
on some other thing. I think those roles are really important. I'm not denigrating anyone's
ability to do it. I think the greatest can jump in and do it well, but they're not going
to have any kind of memory of what happened last year and the things that we were facing.
So it's just a lack of continuity that I'm pushing back on. It's not included in the
motion, so I'll let it go, but this is definitely not a partisan thing. This is a—this is
a continuity of this agency is important thing. Second, because the motion is moving forward
without anything that we just talked about, I guess, when it comes to putting agenda items
on the agenda, how do we do that? So if I were to say, hey, I want to bring this back
forward and maybe two of us wanted to sign onto an agenda item, what's the current process
for that?
So, that would be through the chair.
You would just notify the chair that you have a desire to have something on the agenda,
and then she would discuss it with the CEO to get it on the agenda.
And I just for clarification purposes, I just want to make sure I understand the motion
that was made by Supervisor Desmond is to approve staff's recommendation, and that was
seconded by our Board Vice Chair Sonella.
the discussion that we had, Board Member Joyce,
around the governance structure,
that is something that you're proposing
that we have a look at, perhaps maybe a board retreat
or something like that.
I'm thinking, right, am I right about that?
I would trust staff's opinion of what is the best way
for us to have a meaningful conversation about that.
Okay, I just wanted to make sure
that that wasn't part of any motion that you were making.
Okay, thank you.
Yeah, and I think we had a little bit
discussion last year it just and to be fair it's a weird place for us to
initiate that meeting because we don't dictate how the board is choosing to
assemble right except for we hope you're here every third Thursday so I'll be here
twice if you invite me right so I think you know last year we had a couple
conversations we talked about is there possibly a need to have a third person
that's part of the board that would likely be legislatively driven we also
had a conversation about the executive committee and what would they want to do? And I don't think
the agency has any issues if the board wishes to do so to sit down and have a conversation about
historically this is what we've done what would you like to see done and then bring that back to
the board for consideration. So the other piece that was on my list was the agenda items. I mean
just to be frank going through a single member of a board and then the CEO to get anything
considered by the board is not considered best practice if you want to be an advocate for your
city and this is again not personal to anyone in particular but there are sometimes there are
things that not everybody wants to talk about and they're important still. So that's another piece
that I think has to be considered if we're going to look at the governance structure so I will
retreat but that is those are all very important to me and we brought these some of these up last
year and I think the fact that we're here says that we need to do something
different. Thank you okay that was that was awesome in terms of a good
conversation I feel like we all shared where where we were at I've already
shared my concerns around board policy number five I'll start off with that I
shared those last week and definitely echoed the sentiments of many of the
board members that shared today. I do want us to I think I had mentioned this
last week to continue to give us updates on where we're at so if we're able to
make some sort of hey we want to insert something back in we have the ability to
do that. I think it's just allowing us the latitude to be able to do that. I
know in at our jurisdictions we're also paying attention to many of the things
is that we've had to change in our policies.
So I totally understand that.
With regards to the conversation we were having
around the nominating committee
and the committees in general,
I think it would be, and I was,
if you saw me looking over,
it was mainly just to ask our CEO
if there's a way we could potentially have
an agendized discussion about committees.
I think that's what he was referring to as well.
just because I feel like there's a lot of nuance
associated with it.
And just to be able to talk about the history,
figure out where we're all at,
and then of course take action,
you know, whether it's to remove them,
whether it's to restructure them,
whatever that might look like,
I think it would be a better,
instead of us reacting today,
I think it would just be a better use of our time
to agendize it and then have a full
and transparent discussion.
And maybe some of our constituents
would wanna weigh in on that as well, specifically.
So I think if we could agendize it
and have a discussion I'd be more than happy to obviously accommodate that.
I think the thing that I'd want to mention is that I do want to
respond to a few different things that were brought up where,
I think one of the things with regards to the whole process,
the nominating process, I have to say,
at least from my perspective,
I actually since what the six or now seven years that I've been going into it,
had not seen an issue with it until you know what happened this year and so I do understand
you know where you all are coming from and where the sentiment is with regards to if you're new
how do you have the ability to maybe have feedback on it I think the piece that we at
least from what I had seen was you know anyone who's interested can apply they're then considered
from this particular committee it's brought forward to the full board for discussion actually
what, three times? It's like three times twice. So it is still a very open and
transparent process. I just want to mention that because our staff is not
going to allow us to make decisions behind closed doors. I just want to
clarify that and also re-emphasize that our staff will keep us accountable in
that particular sense to make sure that we're not doing anything behind closed
doors. So I from that perspective I just want to say I do think that we've done a
done a good job as an agency and to add to the element of the experience piece, from
the time I've been here, yes, the people that have been in leadership, whether it was
the first year that I served, I think it was Mr. Kranz and Mr. Feller. I think from that
time, at least from when I was there, it was always folks that had served for a period
of time in those positions so I understand that having that one year or at least some
level of experience makes sense to me.
The other thing that I just wanted to mention is that I think obviously I would hope that
we all have the best interest when we're up here.
I think when we run for our positions, we're running hopefully to represent our constituencies,
not special interests, not whatever.
And I think people will see that reflected.
I think this agency does an amazing job of trying to make sure that we are servicing
everyone that we are supposed to.
And I hope that as we continue to govern up here, yes, there will be times we're going
to disagree because of our differences, and that's, I think, just a normal democracy.
But at the same time, I do hope we can do so respectfully.
I think that's just a good model of good governance.
And for me, that's what I want to do for my kids,
is to make sure that they can see that we can just
disagree and do so respectfully.
So I just wanted to make sure that we talk about that.
In terms of the committees, since we've
decided to agendize it, I won't go into any other comments
on that specifically, just because I'd
rather hear a full historical overview
and then give my recommendations on it
at that point and thoughts.
But other than that, thank you for the presentation.
I know we have a motion and a second on the floor.
Unless there are any other comments or questions,
we can go ahead and take the vote.
Just a point of clarification.
Sure.
We're agendizing the committees,
so are we not talking about governance structure as a whole?
Anything else?
The governance structure- I just want to be clear
before we leave.
So the governance structure as a whole
for the entire board, like if you're talking about
the board structure itself, is that what you're asking?
Agenda items.
Oh you're talking about agenda items as well.
I mean all the things that we've mentioned
that are outside the committee scope.
I just, these are conversations I'm asking for.
I think if the board would wanna see it,
we can give the legislative piece
of how the board is put together.
Anything we might need to change as a result of that
or what the board may want to change
and then we can do committees sort of
as a subsection of that.
If that's what you're looking for.
OK.
Included with that, I think you're
looking for the roles on the conduct of agendizing
and the conduct of meetings as well.
Is that correct?
And you have enough clarity to bring that back to us?
OK.
Great.
Thank you.
All right.
Perfect.
With that, let's go ahead and take a vote.
I'm going to look to Mr. Rodriguez
to do our roll call, please.
OK.
All in favor, say aye.
Aye.
Aye.
Any opposed?
Any abstain?
On the motion of Board Member Desmond, seconded by Vice Chair Sonella to adopt resolution
2506 to approve proposed modifications of Board policies, motion passes with Board Member
Contreras voting no.
Okay, thank you.
All right, so we are now on the next item, which is related to the annual performance
evaluation for the deputy CEO and chief general counsel Karen to hold ski our
senior legal counsel for regulatory compliance will present this item so
miss to hold ski you have our attention good afternoon executive committee can
you hear me the executive committee met in closed session on October 13th 2025
and conducted the annual performance evaluation for the deputy chief
Executive Officer and Chief General Counsel.
Full Board of Directors met in closed session today
to consider recommendations
advanced by the Executive Committee.
As per Executive Committee determination,
Ms. Winfrey's performance is rated as exceeds expectations
and she will receive a 3% salary increase
in annual retention stipend
as specified in her current agreement.
It is recommended that Ms. Winfrey's base salary
be increased by an additional 5%
in consideration of additional duties that she has assumed as Deputy Chief Executive
Officer, and further that Ms. Winfrey receive a one-time incentive payment in the amount
of $10,000 in recognition of her performance and accomplishments.
The recommendation before you now is to receive the Executive Committee recommendation regarding
the annual performance evaluation for the Deputy Chief Executive Officer and Chief General
Council and approve the additional recommendations as previously detailed.
That concludes my presentation. Thank you. Do we have any public comments today? We
do not Madam Chair. Alright, at this time public registration to speak on this
item will end. Are there any board member questions or comments regarding this
agenda item? Okay, so I heard a move approval but I think Mr. Sinella had a comment.
No, I was gonna do the same, so I'll second.
Okay, you're seconding. Okay. So, Mr. Joyce motioned and then seconded by Mr. Sinella.
So, any other questions, comments? Mrs. Contreras?
I just want to say that Lori has been just incredible and, you know, taking on these
additional duties. I don't know how you do it, but you're doing it, and it makes this agency better.
So thank you so much for that.
Yes, and I want to say the same,
since I've had the opportunity to work with you,
you have clearly taken on so many different components
for this agency.
And so just, we're lucky to have you
and thank you for what you're doing.
So with that, Suhel, if we could please call the vote.
Okay, all in favor, say aye.
Aye.
Any opposed?
Any abstain?
On the motion of board member Joyce, seconded by board vice chair Sonella to approve annual
performance evaluation and related actions for the deputy chief executive officer and
chief general counsel motion passes.
All right.
And then the last item on the agenda is related to the annual performance evaluation for the
chief executive officer.
And so, Ms. Tolsky, I'll pass it back off to you.
My apologies, board chair, board Desmond is absent on that vote.
Yes, thank you.
Hello again. The executive committee met in closed session on October 13th, 2025
in accordance with board policy number three and conducted the annual
performance evaluation of the chief executive officer. The full board of
directors met in closed session today to consider recommendations advanced by the
executive committee. As per the executive committee determination, Mr.
Donaghy's performance is rated as exceeds expectations and he will receive a
a 2.5% salary increase as specified in his current agreement. It is recommended
that Mr. Donaghy's employment agreement be amended to add an annual $20,000
retention stipend and further that Mr. Donaghy receive a one-time incentive
payment in the amount of $11,935 in recognition of his performance and
accomplishments advancing the district's goals and initiatives. The recommendation
before you now is to receive the executive committee recommendation
regarding the annual performance evaluation for the Chief Executive
Officer and approve additional recommendations as previously detailed.
That concludes my presentation. Thank you. Suhail, do we have any public
comments on this one? No, Madam Chair. All right. At this time, public registration
to speak on this item will end. Are there any board member questions or comments
regarding this item? Ms. Contreras? Yeah, I'll go ahead and move approval. I just
want to say Sean, you've done an incredible job and I hear it from a lot
of different folks and I really appreciate you going the extra mile to
really keep our cities engaged. I think it's a breath of fresh air and it is the
way that we can build just a better agency to really get everybody
connected that needs to be connected so I thank you for your leadership. I'll
second that motion and I'll add you know you come we're all on a number of boards
and committees around the region and you look forward to meetings where you have
100% confidence in the leadership and the CEOs and the general general
management of those positions and I can say without a doubt we all have a
thousand percent confidence in you at this helm so thank you. Thank you and
and I'll echo those sentiments.
Sean actually rides our routes,
which is really, I remember the first day we met him,
it was just cool to know that he actually took
the initiative to go do that,
which I think just shows that you wanna be out
and make sure that you're connecting with folks,
and we definitely do receive the feedback
from our communities.
I get emails all the time,
and Sean will sometimes personally reach out
to our constituents and just connect with them.
So I just want to say thank you.
The other pieces is that I can tell based
on how you've built up our team,
which also I should have said that with Lori as well,
how you all have built up the team.
We clearly have awesome employees.
So I just want to say thank you to all of our employees too.
You make our leadership work even harder.
And so thank you to both of you.
And with that, we can go ahead and call the vote.
All in favor say aye.
Aye.
Any opposed?
Any abstained?
On the motion of board member Contreras,
seconded by board member O'Hara
to approve annual performance evaluation
and related actions for the chief executive officer.
Motion passes with Desmond absent.
Thank you.
And I know we had pulled agenda or consent item number four.
So we'll go ahead and Mr. O'Hara,
I know that was something you had pulled.
So if you'd like to mention why
and then we'll go ahead and take it from there.
Yeah, I honestly didn't know it would be pulled
to the last part.
I really just wanted to make a comment on it
and I really wanted to compliment.
So if you haven't read number four or four
is to receive an audited quarterly investment report
on our fourth quarter earnings.
And I don't know if you looked at the numbers,
but our number is 4.12 currently that we're returning at.
And with the, I know that's not a private sector number
you'd be jumping to the moon for.
but in the public sector, that is with the restrictions
and challenges to keep that money safe.
I'm incredibly impressed.
I know we've all probably done our recent evaluations
of our city investments, just that time of year.
And when I saw that number, I just felt we needed
to give a big shout out and compliment to you
and your staff on obtaining that number.
Yeah, thank you for that.
I would take full credit for that.
Because I always tell you math is hard.
And, but I really want to give a shout out to,
I've been fortunate in my career to work with some amazing finance professionals
who went on to be transit CEOs in their own right and do their thing.
Yoon is one of the best I have ever worked with.
Her department is fantastic.
They're constantly thinking about, in fact, one of the things that is a little bit of
a challenge for us, and I think anybody who works in the public sector knows it's
all color of money, right, so like where we need to put that money at the time,
we need to use it between federal and local dollars
and those things.
And their team is just fantastic
about managing the investments that we have
and managing the money we have in front of us right now
to really put the best budget forward.
And I think that's helped us over the years
kind of stave off some of these emergency situations
that other transit agencies are dealing with.
And so I give full credit to you and her team.
And you know, I don't know if you want to say
something about that.
Thank you.
Although I'll be honest,
we do have some limitations where we can invest our funds.
But we do try to minimize the amount of cash
that we have on the chicken accounts
because it has low interest variance.
So we actually manage to keep just enough
to pay our expenses for the next couple of weeks
and trying to invest as much as we can,
either with our county or Lave.
I agree with Shawn, I have an incredible team,
finance division that everyone has at heart
the best interest for the district,
constantly making budget revisions,
everything to fund swapping to be able to make sure billing tour grants we
bill every week every month they know that cash is important for us so they
all very actively work to make sure that we we remain liquid here the district
so yeah I was just I was just really really impressed obviously I motion to
approve but I just want to make sure that it was noticed thank you all second
the board. Thank you. All right. We'll go ahead and call the vote. All in favor say aye. Any opposed. Any abstain. On the motion of board member O'Hara seconded by board chair Papa tell to receive the unaudited core or the investment report for the fourth quarter of 2025. Motion passes with Desmond absent. Great thank you. I will now turn to our CEO and see if you have anything to report out.
Yeah thank you Madam Chair, Madam Board. This Saturday and I think an email went out this
morning just as a reminder that we have our bus rodeo at west down here at the bottom of the hill
on mission. Please feel free to come down. Right now we have about 700 folks RSVP'd. It is a family
event. We've asked operators to come down. It's in conjunction with our friends at MTS. We did
one at MTS last year. This year it's our year. A little bit of a Halloween theme. So you know
bring the kids. We're going to have a car show there. We're pretty excited about that. Oh starts
What's it, nine o'clock?
Eight.
Eight.
I always think of nine,
because I'm not a morning person.
Eight o'clock.
So we're really excited about that.
If you've never been to a rodeo,
we have a national one that we do at Apta,
and then we have the local one we do here.
It is really a showcase of operators and maintenance,
really just kind of showing out
and doing what they do best every day out on the street.
And it's pretty impressive to watch them
kind of run through the obstacle course
in our maintenance team,
try to diagnose and do stuff in the garage.
And so we're just really thankful for that team.
And so if you can come out, please join us.
I know our friends from the Teamsters are here again today.
We have been very fortunate to close on a few more contracts.
That's number three of six that we're currently working on
that we need to wrap up by the end of the year,
but I always like to give a shout out to our union friends.
They've been absolutely great partners
to work with through the process.
We still got some things that we got to work out
through the transition, but they've come to the table
been very thoughtful about what they asked for and what we all believe should be right
for our employees. And so just appreciate that and the support from the board on that.
We had our SANDAC quarterly meeting about a week or two ago. Really good conversation
just about topics that are happening in real time and some of the issues that they're struggling
with on revenue generation. Really, the topic of conversation was if we have money that's
tied up in future projects and we know we're seeing some some things shift at
the federal level. What projects do we have ready to go now from a regional
perspective where we can look to the state and we can look to the federal
government to divert some funds to really sort of reevaluate from what
projects are out there. I know I've said it before but I really appreciate Mario's
leadership. I think he's a breath fresh air over there and I think their staff
has responded really well to him and his expectations so I wanted to give him a
shout out there. I know we've had a little bit of conversation about this.
The SP 79 was signed by the governor's office, to be fair, and this may be my
only political comment of the day. I was shocked that the governor signed it.
Um, if you haven't read any of the interviews that we have given my stance
on that is is while I appreciate that the Bay Area needs to do whatever the
Bay Area feels is right for the Bay Area, I shouldn't really, uh, shouldn't
really be passed down to the rest of the state.
I'm a firm believer in all the small projects
and mega projects that I've done in my career
that the success of those projects
were built on the partnerships we had with the cities.
And anytime that bills or legislation is passed
that potentially gives one agency over another
a way to circumvent good public policy is a problem.
And the example that I would give is
I don't think it's okay for agencies
who don't necessarily understand city plans
to be able to circumvent those to build projects.
Like if we really wanted to build a 10-story complex
in a city that doesn't have fire life safety
to be able to handle that,
ladder trucks to be able to manage fire,
police equipment to be able to manage those.
We're creating a situation
that's an undue burden to the city.
I think the one thing that we've told everybody
that's asked us is every project that we've gotten into
over the past few decades has been successful
because of the relationships and the thoughtfulness
of the cities that we partner with
and the members of our board who make those decisions.
And so I appreciate the spirit of what they're trying to do.
I think there's a lot of pieces of it
that just weren't tied out correctly
and could put some serious undue burden
on the cities themselves.
And so, you know, really, to be honest, you know,
the reason that I'm probably getting a little soapboxy
about it is because it doesn't apply to us at all
in our current setting.
Coaster is tier one, the only two stations
that would be eligible for that is Santa Fe and Old Town
because it has trolley service.
Our Sprinter line is hybrid rail operating
in a commuter rail track way.
So it does not qualify for tier two light rail.
We have plenty of great projects
that are happening along those lines
between Rancho del Oro, Melrose, Escondido,
Oceanside Transit Center.
We already are engaged in those
and we have good conversations with our cities,
and I don't ever wanna build a wall
between that relationship by someone thinking
we're not gonna take things into account
as a result of having this new opportunity.
So I just wanna say that.
And the last thing I would say is
I definitely appreciate the support of this board.
Coming to this organization was one of the very best moves
I've ever made in my career.
I love being here, I know we got a lot to do,
but I really wanna say that
The reason we're able to do the things that we can do
is because of the amazing employees that work here.
And that was really one of the drivers for me
when I first walked in the door was I knew we had good
employees that wanted to really change the way we do business,
change the way that we can help out our cities
and really do the best they can for the public.
And so I give all the credit out here to our employee group
and all the folks that work here.
So that's all I had unless anybody has any questions for me.
Thank you, Sean.
Board members, do we have anything to report?
Board Member Joyce.
I just briefly report.
I sat on the transportation committee this past,
since our last meeting,
and there was a really great conversation
about the youth opportunity pass,
and the report was an incredible success, essentially.
I looked at some of the Oceanside routes,
like the 303 has 100, in the first 15 months,
There's a 153% increase in ridership of youth riders.
And I can tell you that there's folks riding it.
That's a full bus when I try and get on it.
So it's just a tremendous success.
And I know there's been a lot of talk at SANDAC
about trying to figure out how to pay for its future.
I want to state my full and undying support for it
because I think it's really important to the future
of all of our agencies.
Thank you.
Anybody else?
All right.
Do we have any remaining public comments?
No, Madam Chair.
All right.
At this time, public registration to speak
on remaining public communications will end.
So the next scheduled board meetings are marketing,
service planning and business development committee.
That meeting is going to be on Tuesday, October 28th
at 10 a.m. and then the regular board meeting,
which will be Thursday, November 20th at 2 p.m.
Oh sure.
And Mr. Donahue, he has one more comment.
Yeah, apologies, I just want to make one more comment.
our good friend, Sergeant Burke, just came in.
Can you stand up for a second?
Sorry, man, I'll put you on the spot.
We're, sooner or later, we want to bring to the board.
We want to recognize the work that Sergeant King,
who was his predecessor did for our TESU unit,
but Sergeant Burke heads up our transit enforcement unit
for the San Diego Sheriff's Office.
I got to tell you, been around a lot of transit police,
been around a lot of law enforcement partnerships
in my career.
This unit is one of the best units I have ever seen
in my life.
And it's in one of the presentations we got the other day, which we'll bring in a few weeks to the about a week to the committee that Tuesday, I believe, is really this idea that we've really taken a place where we're looking at infractions and citations differently by partnering with agencies.
And we have veteran veterinarians that come out and work with that team to to help manage help find resources for people who have pets that are in our houses community.
We have nurses that go out with that team and help do work, so it's not just about
Enforcement which they do a fantastic job at it's really about building that community experience
And I wanted to take a minute to introduce Sergeant Berkey is
Top-notch every time I've ever responded to an incident in the field, and he's there that team was just phenomenal
I'm sorry. I just wanted to say thank you for that, and I didn't know if you wanted to say a few words or
I just took over recently, so I was a part of the unit of the deputy
me as a supervisor, and a lot of which is what I tried to build was having values that
fall in line with NCTD and our partnership, so I've been so fortunate to select the deputies
that come onto the unit, even when I was just a deputy, the prior sergeant took my advice,
and luckily it's worked out for us, but I look forward to keeping the partnership and
maintaining the values that fall in line with NCTD and the community.
you. Thanks for the shout out and this thank you for your service. Really
appreciate it. And on that note we are adjourned at 3.47. Thank you.