ARRC BOARD OF DIRECTORS MEETING AGENDA (page 1 of 2) Wednesday, September 18, 2019, 8:30 a.m. - 2:00 p.m. James B. Blasingame Board Room Anchorage, Alaska I. CALL TO ORDER (8:30 a.m.) II. ESTABLISH QUORUM III. SAFETY BRIEFING IV. CHAIR COMMENTS V. ADOPTION OF AGENDA VI. CONFLICT OF INTEREST DISCLOSURES VII. BOARD ELECTIONS VIII. ADOPTION OF MINUTES 1. Approval of Regular Meeting Minutes of May 21, 2019 2. Approval of Special Meeting Minutes of June 27, 2019 3. Approval of Special Meeting Minutes of August 21, 2019 IX. OPPORTUNITY FOR PUBLIC COMMENT X. COMMITTEE REPORTS A. Real Estate Committee B. Audit Committee C. Executive Committee D. Safety Committee XI. NEW BUSINESS A. Adoption of Consent Agenda 1. Resolution No. 2019-26 – Relating to Option to Extend Contract for Corporation’s Financial Audits for FY 2019 2. Resolution No. 2019-27 – Relating to Approval of the 2018-19 Heavy Equipment Performance Audit 3. Resolution No. 2019-28 – Relating to Approval of the Second Amendment to the Alaska Railroad Corporation Tax Deferred Savings Plan for Non-Represented Employees and Approval of the Fifth Amendment to the Alaska Railroad Corporation Tax Deferred Savings Plan for Represented Employees (Disability Definition) 4. Resolution No. 2019-29 –Relating to Approval of the Fourth Amendment to the Alaska Railroad Corporation 401(k) Tax Deferred Savings Plan for Represented Employees (ARW Rollover Contribution Sources) 5. Resolution No. 2019-30 – Relating to Approval of the Fourth Amendment to the Alaska Railroad Corporation Pension Plan (TCU Eligible at Hire) 6. Resolution No. 2019-31 – Relating to Approval of the Fifth Amendment to the Alaska Railroad Corporation Pension Plan (ATDA Tier 2 Participation) 7. Resolution No. 2019-32 – Relating to an Increase in Funding for Freight Car Replacement Project (AFE No. 10692-S1) 8. Resolution No. 2019-33 – Relating to Funding for Extension of Water and Sewer Lines and Undergrounding of Electrical Lines in the ARRC Seward Reserve (AFE No. 10784) 9. Resolution No. 2019-34 – Relating to Switch in Funding From Fairbanks Petro Star Site Preparation Project to Anchorage Petro Star Site Preparation Project (AFE Nos. 10656 S-2 and 10439 S-2) 10. Resolution No. 2019-35 – Relating to Funding for Acquisition of Pettibone Cary-Lift (AFE No. 10783) 11. Resolution No. 2019-37 – Relating to the Sale of Railroad Land Located on Government Hill in the Alaska Railroad Anchorage Reserve 12. Contract Lease No. 20515 – Chugach Electric Association, Inc. (Main Plant Lot) 13. Contract Lease No. 20516 – Chugach Electric Association, Inc. (2nd Avenue Substation) 14. Contract Lease No. 20517 – North West Handling Systems, Inc. ARRC BOARD OF DIRECTORS MEETING AGENDA (page 2 of 2) Wednesday, September 18, 2019, 8:30 a.m. - 2:00 p.m. James B. Blasingame Board Room Anchorage, Alaska B. Action Items 1. Resolution No. 2019-38 – Relating to an Increase in Wasilla 557 Building Roof Replacement Project (AFE No. 10661 S-2) 2. Resolution No. 2019-36 – Relating to Funding of Seward Dock Replacement Project Activities Using State Grant Funds (AFE No. 10782) XII. BRIEFING ITEMS C. Public Briefings (a portion may be held in Executive Session) 1. CEO Update 2. Business Report 3. Safety Update 4. PTC Update D. Executive Session Briefings 1. Contracts, Claims, Litigation, Personnel and Financial Matters 2. FTA/MOA 5307 Funding Split 3. Right-Of-Way Issues 4. Business Development Report 5. Seward Passenger Dock Project XIII. DIRECTOR/CEO/STAFF COMMENTS/OPPORTUNITY FOR PUBLIC COMMENT XIV. ADJOURNMENT ARRC BOARD OF DIRECTORS MEETING EXECUTIVE SESSION AGENDA Wednesday, September 18, 2019 Executive Session Briefings 1. Contracts, Claims, Litigation, Personnel and Financial Matters 2. FTA/MOA 5307 Funding Split 3. Right-Of-Way Issues 4. Business Development Report 5. Seward Passenger Dock Project All materials in this section are CONFIDENTIAL ALASKA RAILROAD CORPORATION MINUTES OF THE REGULAR BOARD OF DIRECTORS MEETING Anchorage, Alaska Tuesday, May 21, 2019 I. CALL TO ORDER The start time of the meeting was slightly delayed due to group Board photographs being taken. The Chair, Jon Cook, called the meeting to order at 8:40 a.m. on Tuesday, May 21, 2019 at the Alaska Railroad Corporation Headquarters’ Building, James B. Blasingame Board Room, 327 West Ship Creek Avenue, Anchorage, Alaska. II. ESTABLISH QUORUM Chair Cook requested Board Secretary Andy Behrend to establish a quorum. Vice Chair Bill Sheffield; Directors John Binkley, Linda Leary and Jack Burton; Commissioner of Commerce, Community and Economic Development, Julie Anderson; and Commissioner of Transportation and Public Facilities, John MacKinnon, all participated in person. A quorum of the full Board was established by Mr. Behrend. Staff members present: B. Amy, Chief Financial Officer A. Behrend, Chief Counsel/Board J. Nielsen, Special Agent Secretary T. Covington, Director, Safety T. Erickson, Director, Supply A. Donovan, Director, Real Estate Permits Management & Leasing J. Haldane, Director, Human Resources T. Wareham, Deputy Chief Counsel L. Hall, Executive & Corporate R. Highstone, Risk Manager Administrator C. Hopp, Chief Operating Officer L. Knox, Director Financial Planning & J. Kubitz, VP Real Estate Analysis B. Lindamood, VP Engineering B. O’Leary, President & Chief Executive D. Wade, VP Marketing & Customer Officer Service W. Richerson, Controller Members of the public present: Eugene Carl Haberman Sean McCoshen (A2A Rail) Mead Treadwell (Treadwell Consultants) Robert Dove (A2A Rail) Jon Katchen (Holland & Hart, legal counsel to A2A Rail) Sean Solie (A2A Rail) Adam Schwemley (A2A Rail) ARRC Regular Board Meeting Page 1 of 10 May 21, 2019 III. SAFETY BRIEFING Chair Cook asked Tom Covington to present the safety briefing. Mr. Covington discussed what to do in case of an emergency and how to evacuate the building. He invited board members to attend training hosted by the Department of Fish and Game regarding handling animal interactions while working along the Railbelt. IV. CHAIR COMMENTS Chair Cook welcomed members of the public and said he always appreciates their participation. He discussed the Alaska Railroad Corporation’s (ARRC) mission statement, which focuses on safety, service and profitability. Chair Cook acknowledged that ARRC encountered safety challenges this winter, including a derailment near Cantwell, but stated that he is excited about the progress of ARRC’s Incident Free Culture program. He observed that customer service and safety must be ongoing missions for all of our employees, real estate tenants, neighbors, and freight and passenger customers. He noted a number of positives developments on the horizon, including an expected record passenger season in 2019 and the completion of Petro Star’s project. He is optimistic regarding increasing activity on the North Slope, which will positively affect the ARMs barge business. Chair Cook said he is looking forward to another successful year with real estate land sales. He noted that Premier will break ground on its new hotel on the land in Healy that ARRC sold last year. He also mentioned construction in Fairbanks and at the military bases. Overall, we expect 2019 to have a strong finish. V. ADOPTION OF AGENDA Chair Cook asked for a motion to approve an amended version of the meeting Agenda, which removed Resolution No. 2019-16, Relating to Approval of the ATDA collective bargaining contract, from the Consent Agenda. Director Burton moved to adopt the amended agenda and Director Leary seconded the motion. The Agenda was approved as amended without objection. It was noted that the amended agenda will be attached to the meeting minutes, and posted on the ARRC board webpage. VI. CONFLICT OF INTEREST DISCLOSURES There were no conflicts of interest disclosed. VII. ADOPTION OF MINUTES Director Burton moved to adopt the Special Meeting Minutes of the March 21, 2019 meeting as presented and Commissioner Anderson seconded the motion. Director Binkley moved to adopt the Special Meeting Minutes of the April 24, 2019 meeting as presented and Commissioner Anderson seconded the motion. Both special meeting minutes were approved as presented to the Board. Commissioner MacKinnon moved to adopt the Regular Meeting Minutes of the March 28, 2019 meeting, and Director Burton ARRC Regular Board Meeting Page 2 of 10 May 21, 2019 seconded the motion. At the request of Mr. Haberman, Chair Cook instructed staff to make a correction on page 4, first sentence under the heading “Other Matters.” The term “Borough” should read as “Matanuska-Susitna Borough” and thereafter be referred to as “Borough.” The March 28, 2019 regular meeting minutes were approved by the Board with the above-noted correction. VIII. OPPORTUNITY FOR PUBLIC COMMENT Eugene Carl Haberman, a resident of the Matanuska-Susitna Borough, provided comment. Mr. Haberman represents himself, following and reviewing public access and processes of governmental business meetings which are open to the public. Mr. Haberman complimented and thanked the Board for the fact that the meeting minutes thoroughly included his comments and welcomed and appreciated his inclusion. He reiterated his previous request that ARRC post public meeting notices on the State of Alaska public notice website. He is concerned that notices and updates are not time and date stamped when posted on ARRC board webpage. He said that he attends meetings to remind public organizations to be mindful of the process of open meetings. Mr. Haberman also mentioned public testimony he provided to the Anchorage Assembly and other public meetings. He thinks public participation is sparse because organizations fail to act to encourage members of the public to attend and participate. He appreciates that the ARRC board and staff remain open to hearing, considering, and adopting some of his comments. Chair Cook stated his support for posting on the state’s public notice website, as long as we can post public notices with no adverse issues. He asked Mr. Behrend to complete necessary research for ARRC to begin posting public notice links on the state website.