Board of Directors Agenda
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, 2018.
4. BKS Road project – Big S Asphalt
The Board is requested to authorize the Conservancy’s Executive Director to execute and deliver a contract with Big S Asphalt for the completion and final repairs to the BKS road that were started last year as an emergency road repair project. These road repairs will make it possible for contractors and Conservancy staff to safely access the marsh complex. The total cost of the BKS road repair project is $30,410.05 which was included in the Board-approved 2018 budget.
5. SAFCA/ICF Biological Effectiveness Monitoring Program Amendment
The Board is requested to authorize the SAFCA biological monitoring proposal provided by ICF Jones & Stokes. If approved this proposal will be used as an exhibit in a standard Conservancy service agreement template. This item requests authorization for the Conservancy’s Executive Director to execute and deliver the SAFCA biological monitoring contract with ICF Jones & Stokes such that the contract expiration will coincide with future Conservancy RFP renewals. The renewal amount will be $32,984.00 per year for three years with an option of a two one-year extensions at the same rate. SAFCA has reviewed the proposal and is in agreement with the changes.
6. Pedro house exterior painting quote
Due to evidence of dry rot on the Pedro house, the Board is requested to authorize the Conservancy’s Executive Director to execute and deliver a contract with Springs Painting Co. for the removal of the dry rot and painting of the Pedro house in the amount of $16,429.00
7. Accept the Conservancy’s December 31, 2017 Audited financial statements
The Audit Committee has reviewed the December 31, 2017 audit report with the Conservancy’s auditor, Gilbert & Associates (Gilbert). Gilbert has issued a clean opinion on the Conservancy’s 2017 financial statements. At its last meeting the Audit Committee accepted the 2017 audit report as presented. This item recommends the Board accept the audited financial statements as presented for the year ended December 31, 2017.
8. Accept 2017 IRS Form 990
As a “best practice,” and to respond affirmatively to the Conservancy tax reporting with the IRS, this item presents the Conservancy’s 2017 IRS Form 990 for Board review. At its last meeting the Audit Committee reviewed the 2017 Form 990 as presented. The Board of Directors may comment on the filings made with state and federal tax authorities.
9. North Precinct proposed development
This item is presented with the expectation that the Board will provide guidance and direction to staff on the matter of the proposed North Precinct development. The proposed project is substantial in size (approximately 5,675.6 acres), and Conservancy staff is alert to its implications for HCP implementation.
On December 20, 2017, the County of Sacramento’s Office of Planning and Environmental Review released a Revised Notice of Preparation on the project (Control number PLNP2014-00172). The notice called for comments due in 30 days.
On February 2, 2018, the City of Sacramento submitted comments on the Revised NOP.
On February 7, 2018, the Conservancy received an email from the City’s Planning Department staff, sharing with the Conservancy the City’s written response to the Revised NOP for North Precinct.
On February 7, Conservancy staff emailed City Planning Department staff with a brief comment on the Revised NOP so that the City would continue to be updated on the Conservancy’s views on the matter.
Over the years that the proposed North Precinct development has been discussed (formerly, Natomas Vision, Natomas Joint Vision, etc.), Conservancy staff has been asked its general reaction and response. The response generally relates to the matter of “land committed to agriculture” and setbacks and buffers. This is the general nature of the remarks made to the City Planning staff. In addition, over the years, County of Sutter’s officials have remarked to the Conservancy its views on the proposed development. More recently, Sutter County leadership has expressed interest in following the issue.
This item will present the matter for general discussion by staff and Board and perhaps members of the public. Staff will seek Board direction and guidance in next steps, if any, and at what level, if any, staff should follow the matter and the amount of resource input to the issue. NOTE: it is clear the County of Sacramento’s comment period on the Revised NOP has passed. This item does not seek approval of any proposed comment for the Revised NOP issued.
10. SCAS proposed development
The Sacramento County Airport Systems (SCAS) has proposed an approximately 394.5-acre development adjacent to the entrance of Sacramento International Airport (SMF) and Interstate 5. Conservancy staff wishes to have a conversation with the Conservancy’s Board of Directors on the matter of mitigation and impact on the implementation of the HCPs. Staff will seek direction on next steps, if any.
11. NCMWC Groundwater Exchange Program
Staff will update the Board of Directors on the progress to date of a groundwater exchange program that may be entered into through the Natomas Central Mutual Water Company. Staff will seek a sense of the Board on any level and nature of participation, as well as next steps and direction.
12. Financial statement review
Financial statements will be provided for the period ended February 28, 2018 (unaudited). Additional financial information will be provided.
13. Contract and Leasing Study Session, Part 2
Conservancy staff has engaged the Board in the first of several study sessions regarding the manner and strategy behind contracting and leasing, including Conservancy-owned agricultural land. This second study session pertains to business models available to implement the HCPs’ rice land farming component.
14. Executive Director’s Report
Various matters for Board members’ general information will be presented by the Conservancy’s Executive Director.
15. Executive Session
Executive Session is scheduled for performance review and evaluation of the Executive Director. Executive Session for the performance review is pursuant to Government Code Section 54957, Employee performance evaluation.
16. Amending the Employment Agreement between the Conservancy and its Executive Director
The Compensation and Governance Committee has met and recommends an extension of the employment agreement between the Conservancy and the Executive Director. The committee recommends the employment agreement be extended for a period of three years, beginning at the anniversary date of the employment agreement, March 15, 2018.
This item requests the Conservancy Board authorize the Board Chair, Vice Chair or Secretary to execute and deliver the 16th Amendment to the Employment Agreement between the Conservancy and its Executive Director for a period of three years beginning March 15, 2018.
17. Adjustment to Executive Director compensation
The Compensation and Governance Committee has met and recommends the Executive Director’s compensation be adjusted beginning March 15, 2018. The committee will discuss its recommendations with the Board for a cost-of-living and a merit increase in compensation of _____% and _____% respectively.
18. “Just and reasonable” determinations for the Executive Director and the Chief Financial Officer
The Board is required to determine that changes to a chief executive 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 believes this standard has been met and will report to 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.
Official adjournment of the meeting.