A Caltrain board member is causing a stir among San Mateo County transit leaders, stating he wants the agency to be completely independent of its managing agency SamTrans, as some aspects of the relationship are “untenable.”
Other Caltrain board members, mostly from Santa Clara County, were on board with reassessing the agency’s relationship to SamTrans as well, however, they didn’t explicitly endorse the agency’s full independence.
“I haven’t formed my conclusion as to whether we should be an independent agency, but I do see these areas where we need more autonomy,” Board Member Margaret Abe-Koga said.
But San Mateo County leaders said reassessing the governance structure would distract from the monumental effort to pass Senate Bill 63 at the end of the year, a regional sales tax ballot measure that would provide critically needed funding to Caltrain to get it out of a massive $75 million annual deficit.
Shamann Walton, Caltrain board member and a member of the San Francisco Board of Supervisors, penned a letter to the agency last month, stating that Caltrain should work toward becoming “a separate and effective regional agency over time.” In addition to supporting its own direct relationship with CalPERS — the state agency overseeing pension benefits — Walton also stated that the fact that SamTrans solely approves salary agreements for employees is “untenable.”
“As Caltrain continues to develop its own dedicated staff and capabilities, the Managing Agency function, as we have long conceived and structured it, is entering a period of transition where, eventually, it will no longer be necessary or appropriate to have any entity serving as Managing Agency,” his letter stated.
He also added that San Francisco would not support more financial contributions to the highly-anticipated Guadalupe River Bridge project, unless the board takes the governance concerns seriously.
In response, SamTrans' legal counsel stated that moving forward with some of those actions and potentially conditioning San Francisco’s legally binding financial contributions to Caltrain on such a matter is “an extraordinary act of bad faith,” according to its letter. It added the board should consider legal action against San Francisco for this “anticipatory breach of contract.”
SamTrans’ relationship with Caltrain — whose board is comprised of members from Santa Clara, San Mateo and San Francisco counties — has undergone several iterations going back to the 1990s, when SamTrans provided $82 million to help purchase the rail corridor from Southern Pacific, securing special rights in return — including the right to serve as managing agency.
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After years of repayment disputes and contract amendments, an agreement was reached in 2022 which didn’t make Caltrain fully independent but allowed the agency to hire its own executive director and begin transitioning certain functions away from SamTrans. Since then, member agencies have repaid outstanding obligations to SamTrans, and Caltrain has taken steps toward becoming its own employer under CalPERS.
Pat Burt, a Caltrain board member from Santa Clara County, said revisiting the structure within six months, the timeline proposed by Walton, could be helpful.
“We have the issue of a salary schedule that is set by, basically, a bus agency and we have certain specialized functions as a train agency that have been hindered, and we have not had the collaboration that we would hope from the managing agency on addressing those problems,” Burt said.
Chair Steve Heminger said he felt that threatening the withholding for a critical safety project like the Guadalupe River Bridge was inappropriate, though added that San Mateo County needs “to find a way to bend a little” to maintain a good relationship.
However, San Mateo County board members, including David Canepa, said the effort would be a distraction to the heavy, unified lift needed to pass a critical sales tax ballot measure at the end of the year.
“I think the responsible and prudent thing to do in light of our financial positioning and situation is to consider this in November or December, after the election takes place,” Canepa said. “I think our focus should be on passing a regional measure that should save transit.”
During the meeting Jan. 8, a majority of Caltrain board members passed a resolution to review and discuss potential governance structure updates within six months.
Note to readers: The story has been updated to reflect that the legal counsel for SamTrans, not Caltrain, wrote a letter responding to Board Member Shamann Walton's proposals.

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