Board of Directors Agenda

2150 River Plaza Drive, Suite 460
Sacramento, CA 95833

Regular Meeting of the Board of Directors

October 4, 2017

4:00 p.m.

Upcoming Regular Meetings

December 6, 2017
February 4, 2018
April 4, 2018

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 August 2, 2017.

Download the August 2, 2017 Minutes (PDF, 609 KB)

4. Charters and policies review and update

The Compensation and Governance Committee has studied and reviewed the following charters and policy documents:

–Audit Committee Charter
–Finance Committee Charter
–Travel and Other Reimbursement Policy
–Internal Financial Controls Policy
–Employee Handbook

The Compensation & Governance Committee has reviewed and recommends the Board approve these minor updates and improvements to the above listed charters and policies.

Download the Audit Committee Charter (PDF, 78 KB)
Download the Finance Committee Charter (PDF,68 KB)
Download the Travel and Other Reimbursement Policy (PDF, 89 KB)
Download the Internal Financial Controls Policy (PDF, 112 KB)
Download the Employee Handbook (PDF, 328 KB)

5. Health Premium Reimbursement Plan

An employee can save the Conservancy many thousands of dollars each year by leaving the Conservancy’s group health insurance plan. In order to facilitate this, legal counsel has advised that an Affordable Care Act (ACA) – Compatible Health Premium Reimbursement Plan (also known as a Health Reimbursement Arrangement or HRA) must be adopted.

There is no on-going cost to the Conservancy in maintaining this program. Its intention is to conform with the ACA where health insurance premiums are reimbursed to an employee at a savings to the Conservancy. There is no benefit to the employee other than, along with the Conservancy, being in compliance with the ACA.

The Compensation & Governance Committee has reviewed and recommends the Board authorize adoption of proposed Health Premium Reimbursement Plan.

Download the Health Premium Reimbursement Plan (PDF, 127 KB)

Download the Health Premium Reimbursement Plan resolution (PDF, 36 KB)

6. Determination of “just and reasonable” for the CFO

At the request of the Executive Director, the Board of Directors is asked to make a “just and reasonable” declaration of a one-time compensation incentive of $5,000.00 for Conservancy CFO Kim Burns.

Download the just and reasonable for the CFO (PDF, 72 KB)

7. Board assessment & self-evaluation

Former Committee Chair Kay Backer worked extensively on a Board assessment and self-evaluation to be used periodically so that the Board employs good corporate governance practices. This draft form, shared with the Compensation & Governance Committee, constitutes the results of her work. If approved by the Board, staff recommends it be circulated to the Board with results collected and reported each year by the Compensation & Governance Committee Chair.

The Compensation & Governance Committee has reviewed the evaluation form and recommends Board approval.

Download the Board assessment & self-evaluation form (PDF, 113 KB)

8. RD 1000 Election ballots

From time to time, Reclamation District 1000 holds an election for directors. As has been the Conservancy Board’s practice, this item authorizes the Executive Director, after consultation with the Board Chair, to cast ballots for RD 1000 Board of Directors election and do so in what he believes is in the Conservancy’s interest.

9. SAFCA Implementation Agreement #8- management of SAFCA’s Natomas Farms, Sharma & AKT marsh complex

This item was previously approved by the Board of Directors at the June 7, 2017 meeting and is being presented as a ratification item. After Board approval, but prior to signing, SAFCA delivered a different version of the agreement which included reimbursement for expenses such as SMUD and NCMWC water delivery charges in addition to the Land Management contract funding with HRS. The original agreement amount was $100,450 and the revised funding amount is $199,859 which fully covers all SAFCA expenditures related to this agreement with no out of pocket costs to the Conservancy. Staff recommends ratification of this item to further efforts with SAFCA.

Download the SAFCA Implementation Agreement #8 (PDF, 2.7 MB)

10. RFP for Biological Effectiveness Monitoring acceptance

Current biological effectiveness monitoring activities conclude on December 31, 2017. ICF International delivers its final report for the 2017 calendar year on April 1, 2018. Looking to a new agreement starting January 1, 2018, Conservancy staff proposed to circulate a Request for Proposals (“RFP”), including price and terms, to conduct biological monitoring for a three-year period with two one-year options to renew.

With the Board’s agreement, an RFP was circulated. A total of 12 firms were invited to respond. Staff will present the results of the responses and make a recommendation for the Board’s consideration.

This item requests the Board’s approval for the Executive Director to execute and deliver an agreement with the Board’s approved RFP respondent for a three-year period with two one-year extensions.

Download the RFP Summary (PDF, 66 KB)

Download the Biological Effectiveness Monitoring Matrix (PDF, 60 KB)

11. RFP for Land Management and Maintenance acceptance

December 31, 2017 marks the end of the existing land management and maintenance contract between the Conservancy and Sopwith Farms.

The Conservancy has had various contractors over the years conduct property maintenance work on non-farmed land. This work consists of largely cleaning out water control structures, treating non-native and/or noxious aquatic vegetation and keeping access open to the marsh complexes for biological monitoring personnel and other contractors as necessary. Other responsibilities include disposal or removal of dead and predatory animals, water management and certain groundwater well maintenance activities.

With the Board’s agreement, an RFP was circulated. A total of 11 firms were invited to respond. Staff will present the results of the responses and make a recommendation for the Board’s consideration.

The Conservancy prepared a Request for Proposals (RFP) designed to solicit responses from qualified contractors to conduct land management and maintenance work beginning January 1, 2018. Responses to the call for RFPs are presented to the Board for selection of a responsible, qualified land management and maintenance contractor beginning January 1, 2018. The contract is proposed for three years with two one-year options to renew.

Download the RFP Summary (PDF, 66 KB)

Download the Land Management and Maintenance Matrix (PDF, 60 KB)

12. Financial statement review

Financial statements will be provided for the period ended August 31, 2017 (unaudited). Additional financial information will be provided.

Download the August 31, 2017 Financial Statements (PDF, 1 MB)

13. Draft 2018 Budget

Staff will discuss with the Board the Draft 2018 Budget. The submitted draft is for familiarization and review by the Board. The final 2018 Budget will be included with the NBHCP Finance Model update and presented to the Board at its December 6, 2017 regular meeting.

Download the Draft 2018 Budget (PDF, 89 KB)