Regular Meeting Board of Directors
April 3, 2024
4:00 p.m.
This will be an in-person meeting located at
2150 River Plaza Drive, 1st-floor conference room, Sacramento, CA 95833.
Regular Meeting of the Board of Directors (Open)
1. Call to Order of the Regular Meeting of the Board of Directors
The Board Chair will call the meeting to order if a quorum is present. Announcements by the Board Chair or Executive Director may be made at this time. Board members may make announcements at this time as well.
2. Public Comments
Opportunity for members of the public to address the Conservancy’s Board of Directors.
3. Approval of the minutes
*All items listed under the Consent Calendar, including minutes, are considered and acted upon by one Motion. Any Board member may request an item be removed for separate consideration.*
The Board Chair will request approval of the minutes and consent items of the Board of Directors meeting of February 7, 2024.
Download the Conservancy’s February 7, 2024 Board meeting minutes (PDF, 238 KB)
Also included in this item are the Draft February 7, 2024 Annual meeting minutes for Board review only. No action requested.
Download the Conservancy’s Draft February 7, 2024 Annual meeting minutes (PDF, 292 KB)
4. Summary Plan Description: Dental and vision reimbursement changes
Upon approval of the Summary Plan Description (SPD) at the December 6, 2023 Board of Directors meeting (Resolution No. RS 23.12.02), the Board and the Compensation and Governance Committee recommended an increase on the limits of the dental and vision reimbursement for Conservancy employees (Resolution No. RS 23.12.08).
A revised SPD was presented to the Compensation & Governance Committee. Minor changes were proposed based on legal counsel recommendation.
The Committee recommends the Board approve the revised SPD, including an increase to the dental/vision reimbursement plan from $500.00/year with a cumulative rollover not to exceed $1,500.00 over a 3-year period to $1,500.00/year with a cumulative rollover not to exceed $4,500.00 over a 3-year period and possible use of these funds for dental or vision insurance premiums (if this is an option).
Download the proposed changes to the Conservancy’s Summary Plan Description (PDF, 15 MB)
5. “Just and reasonable” determinations for the Executive Director and Chief Financial Officer
The Board is required to determine that changes to the Conservancy’s Executive Director’s compensation (note, no changes are proposed for the Executive Director for 2024), as well as the Chief Financial Officer’s compensation, including the term of an employment agreement, are “just and reasonable”. See excerpt from California Government Code, Section 12586(g):
The board of directors of a charitable corporation or unincorporated association, or an authorized committee of the board, and the trustee or trustees of a charitable trust shall review and approve the compensation, including benefits, of the president or chief executive officer and the treasurer or chief financial officer to assure that it is just and reasonable. This review and approval shall occur initially upon the hiring of the officer, whenever the term of employment, if any, of the officer is renewed or extended, and whenever the officer’s compensation is modified. Separate review and approval shall not be required if a modification of compensation extends to substantially all employees.
The Conservancy’s Compensation and Governance Committee will discuss their recommendations with the Board. This item requests the Board make a declaration that the “just and reasonable” test has been met for the Executive Director and Chief Financial Officer. No changes are recommended for the Executive Director.
Download the Conservancy’s “Just and Reasonable” for CFO (PDF, 99 KB)
6. NBHCP Finance Model comprehensive review
At the Conservancy’s February 7, 2024 Board meeting, management discussed a comprehensive review of the NBHCP Finance Model (Finance Model). The Finance Model was first created in 1995 and it has been updated annually since then. The Finance Model is intended to run through 2053. As the Incidental Take Permits are approximately at the halfway point, management recommends conducting a comprehensive review of the Finance Model, where the Conservancy reviews the report looking for ways to streamline the process, shortening the memo for ease of understanding, as well as reviewing all the assumptions in the Finance Model. As part of this comprehensive review, the Conservancy will meet with the Finance Committee, City of Sacramento staff and County of Sutter staff for their review and input. This Finance Model comprehensive review in an amount not to exceed $35,000.00.
This agenda item requests Board approval to execute and deliver a contract for a comprehensive review of the NBHCP Finance Model in an amount not to exceed $35,000.00 and authorizes and directs either the Conservancy’s Executive Director, John Roberts, or Chief Financial Officer, Kimberli Burns, to take all actions deemed necessary or appropriate to implement this action.
7. NBHCP Finance Model contract extension
The Conservancy’s contract for NBHCP Finance Model (Finance Model) annual recalculation expired on December 31, 2023 for the 2024 update. Staff would normally release a Request for Proposal this spring in order to have a contractor in place for the Finance Model recalculation this fall. However, given the proposed NBHCP Finance Model comprehensive review proposed in the agenda item above, staff is recommending a one-year extension with the current contractor, Economic and Planning Systems. This one-year extension (2025 Finance Model update) will cost $22,500.00.
This agenda item requests Board approval to execute and deliver a one-year extension to the existing NBHCP Finance Model recalculation with Economic and Planning Systems in the amount of $22,500.00 and authorizes and directs either the Conservancy’s Executive Director, John Roberts, or Chief Financial Officer, Kimberli Burns, to take all actions deemed necessary or appropriate to implement this action.
8. Field Services Truck
At the Conservancy’s December 6, 2023 Board meeting, the Board approved the Conservancy’s 2024 budget (Resolution No. RS 23.12.08) which includes $90,000.00 for a new Conservancy truck. This agenda item requests Board approval of three items; 1) expenditure of approximately $52,000.00 for a new truck, 2) insurance for the new truck, and 3) open a new fleet gas credit card.
Truck purchase: After extensive research, staff recommends the purchase of a truck (Ford F150 Super cab 4X4, V6, in white) from Corning Ford. Cost: $51,877.00 (including tax and fees).
Insurance: LP Insurance, the Conservancy’s insurance broker, indicated a complete and accurate estimate can only be provided once we have a Vehicle Identification Number. However, their best estimate at this time is $2,000.00-$4,000.00 annually to add the truck to the Conservancy’s insurance policy.
Fleet gas credit card: Staff requests Board authorization to open a fleet gas credit card to fuel the truck at any number of card approved locations. The fleet gas credit card will be in the name of The Natomas Basin Conservancy and have a credit limit of no more than $2,500.00.
Recommended actions: 1) authorization to expend approximately $52,000.00 to purchase a truck, 2) authorization to increase the Conservancy’s insurance premium, adding the new truck, and 3) authorization to open a fleet gas credit card with a credit limit not to exceed $2,500.00.
This agenda item requests Board approval to execute and deliver any required documents necessary to purchase the truck for approximately $52,000.00, authorization to increase the Conservancy’s insurance premium, adding the new truck, and open a new fleet gas credit card with a credit limit not to exceed $2,500.00 and authorizes and directs either the Conservancy’s Executive Director, John Roberts, or Chief Financial Officer, Kimberli Burns, to take all actions deemed necessary or appropriate to implement this action.
9. Anne Rudin Preserve Williamson Act application
In a continued effort to reduce expenses the Conservancy intends to enroll the 53-acre Anne Rudin Preserve (APN 225-0110-061-0000), in a Williamson Act contract with Sacramento County.
This agenda item requests Board approval to submit a Williamson Act application with Sacramento County for the Anne Rudin Preserve (APN 225-0110-061-0000) and authorizes and directs either the Conservancy’s Executive Director, John Roberts, or Chief Financial Officer, Kimberli Burns, to take all actions deemed necessary or appropriate to implement this action.
10. Accept the Conservancy’s December 31, 2023 audited financial statements
The Audit Committee met and reviewed the Conservancy’s December 31, 2023 audited financial statements with the Conservancy’s auditor, Gilbert CPAs (Gilbert). Gilbert issued a clean opinion on the Conservancy’s December 31, 2023 audited financial statements. The Audit Committee recommends the Board accept the Conservancy’s audited financial statements for the year ended December 31, 2023.
Download the December 31, 2023 Audited Financial Statements (PDF, 5 MB)
11. Dairy Barn update and next steps
After a discussion on the matter with the Board at its last meeting, the Conservancy submitted an insurance claim for the wind-damaged dairy barn on February 8, 2024, and after multiple insurance representatives inspected the barn, a payment on the claim was issued on March 12, 2024. The payment received was for $158,120.76 but did not include three items; 1) depreciation (for the metal on the barn not the wood), 2) code upgrades (an amount included in the original estimate that would bring the repaired part of the structure up to code), and 3) policy deductible. Once repairs, or new rebuild, have been completed, the Conservancy will submit receipts to the insurance carrier for reimbursement of the prior depreciation and code upgrade deductions.
Background: In 2023, the pole barn on the Silva tract collapsed due to a windstorm. Conservancy staff started budgeting and planning to rebuild the pole barn. The Board approved a $250,000.00 expenditure (Resolution No. RS 23.06.03) for the rebuild.
In 2024, the dairy barn adjacent to the aforementioned pole barn was severely damaged in yet another windstorm. Both barns were approximately 70-80 years old and were made with wooden support structures.
Now that both barns are out of commission, Conservancy management has shifted from planning a pole barn rebuild, to a new barn complex. The new barn complex is currently being planned to sit on the approximate same square footage of the two previous barns.
At the February 7, 2024 Board meeting, management recommended the Board allow staff to utilize $50,000.00 of the previously approved $250,000.00 (for the planned pole barn rebuild) to use in the demolition of the dairy barn. The Board approved this recommendation (Resolution No. 24.02.09).
Current “available funding” is as follows: $250,000.00 budgeted for pole barn rebuild, less Board-approved $50,000.00 for dairy barn demolition, plus insurance loss payment $158,120.76, totaling $358,120.76.
Next steps: Conservancy staff requests expenditure of $50,000.00 of these budgeted funds and insurance payment to begin the design, planning, and permitting process to construct the new barn complex. The new barn complex is proposed for approximately the total square footage footprint of the diary barn and pole barn that would be more functional and secure. Conservancy staff will return to the Board at a later meeting with a progress update on plan drawings and a bid package.
This agenda item requests Board approval to: 1.) re-designate the $200,000.00 currently for the pole barn re-build to be included with the insurance claim payment of $158,120.76 for a new barn complex, 2.) affirm the prior-approved $50,000.00 for the demolition of the dairy barn, 3.) authorize an additional $50,000.00 towards design, planning, and permitting for a new barn complex on the Silva tract, and 4.) authorize and direct either the Conservancy’s Executive Director, John Roberts, or Chief Financial Officer, Kimberli Burns, to take all actions deemed necessary or appropriate to implement this action.
12. Road maintenance for BKS preserve
Several roads within the Conservancy’s BKS preserve are in need of repair which have been stressed due to weather conditions as well as beaver activity. These road repairs will make it possible to access the marsh complex in nearly all weather conditions, making the roads safer and more reliable for Conservancy contractors, biological monitoring crew and maintenance staff.
Additionally the Pedro maintenance barn driveway will need new road base and a pad to make it accessible in all weather conditions.
The cost of the proposed road repairs are as follows:
1. BKS road repair and maintenance $29,180.00
2. Pedro maintenance barn driveway and pad $15,578.00
This agenda item requests Board approval to execute and deliver a contract with Triangle Properties, Inc. for road repairs on the BKS preserve and Pedro maintenance barn driveway totaling $44,758.00 and authorizes and directs either the Conservancy’s Executive Director, John Roberts, or Chief Financial Officer, Kimberli Burns, to take all actions deemed necessary or appropriate to implement this action.
13. City of Sacramento Report
Report from the City of Sacramento regarding HCP-related activity and other topics.
14. Sutter County Report
Report from the County of Sutter regarding HCP-related activity and other topics.
15. Financial Report
A financial statement will be provided for the period ending February 29, 2024 (unaudited). Additional financial information will be provided.
Download the Conservancy’s unaudited February 29, 2024 financial statements (PDF, 1 MB)
16. Review 2023 IRS Form 990
This item presents the Conservancy’s 2023 IRS Form 990 for Board review. At its recent meeting, the Audit Committee reviewed the 2023 Form 990 as presented.
This item acknowledges the Board has had an opportunity to review the Conservancy’s 2023 Form 990 prior to filing.
17. RFP process review; biological monitoring
The 2024 biological monitoring year concludes the fifth and final year of the existing biological monitoring contract currently in place. The Board of Directors has requested the matter be subject to a Request for Proposal (RFP) process, as has been done a number of times in the Conservancy’s past. Staff will describe for the Board the timeline for this effort and entertain Board counsel on how the process will roll out. A preliminary list of RFP invitees will also be shared with the Board.
Download the Conservancy’s Timeline for Biological Monitoring Request for Proposals (PDF, 50 KB)
18. Executive Director’s Report
Various matters for Board members’ general information will be presented by the Conservancy’s Executive Director.
Executive Session (Closed)
19. Executive Session
Executive Session is scheduled for real estate matters pursuant to Government Code 54956.8.
Regular Session (Open)
20. Adjournment of the Regular Meeting of the Board of Directors
Official adjournment of the Regular Meeting of the Board of Directors.
Upcoming Regular Meetings
- June 5, 2024
- August 7, 2024
- October 2, 2024