NORTH COAST RAILROAD AUTHORITY

BOARD OF DIRECTORS

REGULAR MEETING MINUTES

WEDNESDAY, OCTOBER 20, 1999

WILLITS CITY HALL

WILLITS, CALIFORNIA

  1. CALL TO ORDER

    Chairman Allan Hemphill called the meeting to order at 10:00 a.m.

  2. ROLL CALL

    Directors present: Chairman Allan Hemphill, Ruth Rockefeller, Robert Jehn, David Nelson, David Ripple, John Stokes, and Jack McKellar. Also present: Executive Director Max H. Bridges, Administrative Assistant Pamela Fishtrom, Legal Counsel Christopher Neary, Property Manager Cyndee Logan, and Russ Mustola, CPA.

  3. ANNUAL BOARD ORGANIZATIONAL MEETING
    1. Change to Bylaws

      Following Mr. Neary’s recommendation, Mr. Nelson moved to appoint a committee to begin working towards a comprehensive resolution of organization; in addition, he moved to revise the Bylaws as proposed with the following exceptions; strike the paragraph entitled Executive Committee and remove the stipend which had been voted out by previous Board action. Ms. Rockefeller seconded. Vote taken. Motion carried. Mr. Jehn and Mr. Ripple were appointed to work on the resolution of organization.

    2. Elect Officers

Motion by Ms. Rockefeller to nominate Mr. Jehn as Chair and Mr. Ripple as First Vice Chair. Seconded by Mr. Nelson. Vote taken. Motion carried. Mr. Jehn was installed as Chair.

  1. MINUTES

    Motion by Mr. Nelson to approve the September 15, 1999 Regular Board Meeting minutes subject to these revisions in Item G.2; Director Rockefeller voted against and the Passenger Agreement would reflect necessary changes to bring it current. Seconded by Mr. Hemphill.

  2. AGENDA APPROVAL

    Mr. Neary recommended moving Item H.1 to Closed Session. Motion by Mr. Ripple to approve the agenda subject to Mr. Neary’s recommendation. Mr. McKellar seconded. Vote taken. Motion carried.

  3. PUBLIC COMMENTS

Gary Milliman, President of California Western Railroad provided a briefing of and document entitled, "The Future of CalTrans Rail Program, Panel Discussion, October 19, 1999, Remarks by Gary D. Milliman, California Short Line Railroad Association."

Hannah Burkhardt, former director of Mendocino Transit Authority, urged NCRA to sell the Ukiah Depot to MTA.

Loretta Ellard, Mendocino County of Governments Planning Staff, reminded the Board that in December, 1998 MCOG reserved $259,000 for the NCRA with a one-year window. Because the monies have gone unused, other agencies have expressed interest in the funds. The issue will be discussed at the November, 1999 MCOG Board meeting.

Fred Carmichael, outspoken proponent for the Railroad, spoke about the balloon tract and re-naming the Railroad to include the word, "California."

G. CONSENT AGENDA

    1. Approval of Expenditures
    2. Approval of Security Agreement with Rail-Ways, Inc. implementing action taken February 23, 1999

Motion by Mr. Stokes to approve the consent agenda. Seconded by Mr. McKellar. Roll call vote taken. Each director voted in the affirmative. Motion carried.

  1. CONDUCT OF BUSINESS
    1. Presentation by Hopland Community Alliance regarding potential use of Hopland Depot property

      Mike Manning, Executive Director, introduced his organization’s idea to develop the Railroad property in Hopland. Richard Ruff, Architect described initial plans for the area and buildings. Motion by Mr. Hemphill to show conceptual support for the project subject to review by Rail-Ways, Inc., economic considerations, etc. Seconded by Ms. Rockefeller. Vote taken. Motion carried.

    2. Proposed Supplement Number 1 to revise the NCRA Five-Year Business Plan

Mr. Bridges provided a revised version to respond to CalTrans recommendations. Motion by Mr. Stokes to approve the amended Supplement No. 1. Seconded by Mr. Nelson. Vote taken. Mr. McKellar voted against. Motion carried.

  1. LIAISON REPORTS
    1. NWPRA – Max H. Bridges

      Mr. Bridges reported NWPRA met Monday. The ad-hoc financial committee has completed its task. Mr. Neary reported the amended lease and operating agreement with Rail-Ways was approved subject to these conditions; approval by NWPRA legal counsel, extension by Union Pacific of general indemnity, and further discussion concerning NCRA’s rental payment to NWPRA which comes before the next Board meeting. Mr. Bridges reported NWPRA discussed developing each of their station sites. In addition, direction was given to NWPRA’s real property negotiator regarding fiber optic leases to maximize the value.

    2. Legislation – Max H. Bridges

      Mr. Bridges reported the agenda packet contains a legislative agenda for 2000.

      A formal request was sent to request forgiveness of the Community Disaster Loan. Mr. Nelson reported that Senator Woolsey’s staff initiated a meeting with Mr. Bridges and legislative staff in the district for later November. In addition, Senator Chesbro is trying to put together a tour of the Eel River Canyon with Mr. Medina of CalTrans, Mary Nichols of the Interior, and other top officials to give an overview of Railroad issues during the week of November 14-20.

    3. Passenger – Robert Jehn

      No report.

    4. Cities – Jack McKellar

Mr. McKellar reported he would like Mr. Bridges to be available to cities in Humboldt County.

5. Contractor – Rail-Ways, Inc.

John Darling, President of Rail-Ways, Inc. reported his goal is to be open through to Willits by the end of the year. The Federal Emergency Management Agency and the Federal Railroad Administration met on October 15, 1999 to resolve issues regarding storm damage. The Petaluma Bridge has been struck and suffered more damage; the estimate for repair is $50,000. Rail-Ways, Inc. has obtained two engines. All employees have completed training and are in full compliance with FRA requirements. Anyone on Railroad property must be properly trained. A Disaster Plan should be complete in 4-6 weeks. Many previous and potential shippers have expressed interest in rail transport. In addition, Mr. Darling offers his company’s support in helping NCRA develop track-side facilities, however, there are safety issues and commercial interests to be considered. He believes the largest economic development will come from team tracks.

6. Sonoma-Marin Area Rail Transit (SMART) – Robert Jehn

Mr. Jehn reported SMART met October 6, 1999 to discuss operating costs and ridership revenues for commute rail between Cloverdale and Larkspur. The next meeting is scheduled for November 10, 1999 at the Petaluma Community Center.

  1. STAFF REPORTS
    1. Executive Director – Max H. Bridges

Mr. Bridges reported he will soon be located in the Cloverdale Depot. He presented several documents; FEMA’s favorable response to NCRA’s 1203 appeal, a draft press release by OES on the status of appeals for Board input, and a letter to the Administrative Officer requesting Humboldt County’s consideration for a portion of the "Headwaters" monies.

2. Property Management – Cyndee Logan

  1. Report Summary
  2. Pacific Bell Letter of Interest for Easement

Ms. Logan reported she had nothing to discuss outside Closed Session.

  1. LEGAL
    1. Environmental Compliance

      Mr. Neary reported NCRA is substantially compliant under the terms of the Consent Decree as reported by an environmental monitor hired by the Fish and Game Department. The exception was a delay in providing a Characterization Study at Island Mountain.

    2. Meeting with Union Pacific

Mr. Neary reported serious issues with UP culminated in a meeting on October 1, 1999 at the UP offices in San Francisco. Included in the packet is a letter sent by Mr. Neary to UP regarding issues discussed. There will be a settlement on car hire issues or the agencies will become involved in an arbitration process.

  1. MATTERS FROM BOARD MEMBERS

    Ms. Rockefeller announced the November, 1999 meeting will be her last. She is the last of the first Board members originally appointed and the only woman Board member ever.

  2. ANNOUNCEMENT OF NEXT MEETING

Special meeting to be held by teleconference on November 12, 1999 at 10:00 a.m. from Mr. Neary’s office located at 110 South Main Street, Willits, California to discuss:

  1. Amended Rail-Ways, Inc. long-term Lease and Operating Agreement.
  2. Financial recommendations from Mustola Management.
  3. Fiber optic considerations.

Regular meeting to be held on November 17, 1999 at 10:00 a.m. – Humboldt County

  1. CLOSED SESSION – Convened at 12:10 a.m.

1. Conference with Real Property Negotiators - Cyndee Logan/Chris Neary

Government Code Section 54956.8

  1. Negotiating Parties: Pacific Bell, NCRA

    Property Interest: 5’ Longitudinal Easement, Rio Dell, Ukiah

    Subject: Price, terms, location, relocation

  2. Negotiating Parties: Williams Communications, Sprint, Pacific Bell,

NCRA

Property Interest: Longitudinal Easement, Cloverdale to Healdsburg

Subject: Price, terms, location, relocation

    1. Conference with Real Property Negotiator – Max H. Bridges

Government Code Section 54956.8

  1. Negotiating Parties: Mendocino Transit Authority, NCRA

Property Interest: Ukiah Depot

Subject: Price, terms

    1. Conference with General Counsel – Christopher Neary

Government Code Section 54956.9(b)(2)

  1. Significant Exposure to Litigation: Pacific Rail Services
  2. Consideration of Claim: California Western Railroad
  1. ANNOUNCEMENT OF ACTION TAKEN IN CLOSED SESSION – Reconvened at

    1:10 p.m.

    Mr. Neary reported the Board gave direction to the Real Property Negotiators; the claim from CWR was rejected as untimely; and the issue with Pacific Rail Services was continued to the next meeting.

  2. ADJOURNMENT

Chair Jehn adjourned the meeting at 1:15 p.m.