A controversial light-rail contract inked in September was still being changed hours before the C-Tran Board of Directors approved it, and board members never saw the actual agreement before the vote was taken, according to records released by the agency this month.
Board members approved the plan Sept. 26. The heads of C-Tran and TriMet signed the contract the next day. But many citizens have objected to the deal — and the process by which it was formed — that marked a big win for the Columbia River Crossing at the time.
Even some C-Tran leaders have expressed surprise at how the fast-tracked series of events played out.
"I didn't even know (C-Tran Executive Director Jeff Hamm) was going to sign it," said C-Tran board chairman Bill Ganley, a Battle Ground City Council member.
"This went a lot faster than I thought it was going to go," he added.
The deal spelled out how C-Tran and TriMet would operate light rail in Vancouver as part of the CRC. It was largely hammered out during a two-week span in September, when C-Tran resumed work on the Interstate 5 Bridge replacement at the direction of its board.
C-Tran is in the process of releasing hundreds of emails and other documents related to the contract, TriMet and the CRC. The disclosures come in response to public records requests by state Sen. Ann Rivers, R-La Center, and the Freedom Foundation, an Olympia-based policy group.
Rivers said she is still sifting through volumes of records, hoping to shed light on behind-the-scenes discussions that preceded the vote.
"Just so many questions, and so many things that just don't add up to me," Rivers said. "So sometimes you have to dig to get the information."
Draft not released
In the days leading up to a special C-Tran board meeting, emails show C-Tran and TriMet staff bounced drafts of the contract back and forth as details were finalized. That continued into the afternoon of Sept. 26, before the board voted 5-4 to approve the agreement that evening.
The week of the meeting, Republican Clark County Commissioner and C-Tran board member David Madore requested all records and communications related to light rail and the CRC from the previous two weeks, "even if they are in draft form." C-Tran responded Sept. 25 with a batch of email and documents, including drafts of a term sheet showing many details of the contract.
The response did not include a copy of the contract itself, though emails indicate that a draft existed as early as Sept. 23, two days earlier.
C-Tran public affairs manager Jim Quintana confirmed that Madore and other board members didn't see the contract before it was approved. It wasn't sent out earlier because the bargaining process was ongoing, he said.
"We didn't want to send anything out (in) draft when we were still in negotiation with TriMet," Quintana said. "We weren't comfortable talking about it yet."
Two days before the meeting, C-Tran did release a 16-page term sheet to board members and the public. The document provided an outline of the contract that was in the works, including many of its key clauses. C-Tran also detailed the financial plan for paying its annual out-of-pocket share to operate light rail, starting at $2.3 million in 2019.
But those materials didn't include everything that ended up in the final agreement. One clause, for example, states that a breach of contract by either party could result in a $5 million penalty -- money that would ultimately go toward the CRC. That wasn't settled until late in the game, and thus wasn't included in the information sent out before its signing.
The day of the meeting, Hamm sent an email to a C-Tran staffer asking that copies of the contract be printed "for the board and for members of the public in attendance as well." Copies of the agreement were there, Quintana said, but weren't distributed during a meeting characterized by contention and at times confusion.
Meanwhile, the process looked much different for TriMet.
TriMet General Manager Neil McFarlane has the authority to enter into such agreements without board approval, spokeswoman Mary Fetsch said in an email. But the TriMet board was "briefed" on the contract before it was signed, she added.
Ganley was one of the four C-Tran board members who voted against the light-rail plan. He described the proposal as "fuzzy" at the time.
Though questions have been raised about the process, Quintana said C-Tran was "absolutely" happy with the final product. The agency was able to get nearly everything it wanted in negotiations, he said.
The agreement puts a cap on the amount C-Tran would be obligated to pay, Quintana said. It splits the operating cost at the Washington-Oregon state line, rather than the end of TriMet's existing MAX Yellow Line in Portland, as TriMet had pushed for. The agreement also states that TriMet's unfunded pension and medical benefit obligations will not be included in any mutual costs shared by the two agencies.
And though many critics have seized on an eminent domain clause, the contract does not cede C-Tran's authority to acquire property, Quintana said.
"This is a tough, controversial issue, and I think our organization has done everything necessary to meet the directives and deal with the controversy in a positive way," he said.
CRC supporters cheered the deal during a time when project leaders were expressing urgency to meet stated deadlines. Those came and went, and the CRC's schedule has since been delayed.
While the light-rail contract remains a done deal, the long-term prospects for the $2.7 billion CRC are far less certain. Oregon took the lead on the project earlier this year, but progress has stalled recently.
Additional hearings in 2013 have been scrapped. The Oregon Legislature could take it up in February.