WEDNESDAY, MAY 17, 2000 AT 10:00 A.M.





A.                 CALL TO ORDER

            Chair Jehn called the meeting to order at 10:05 a.m.


B.                 ROLL CALL

            Directors present:  Chair Jehn, Jack McKellar, Robert E. Simonson, and Max Schlienger.

            Directors absent:  First Chair David Ripple, Allan Hemphill, Daniel Opalach.

            Also present:  Executive Director Max H. Bridges, General Counsel Christopher J. Neary, Property         

            Manager Cyndee Logan, and Administrative Assistant Pamela Fishtrom.


C.                 MINUTES

            Approval of Minutes of the April 12, 2000 Regular Board Meeting


            Dir. McKellar motioned to approve the Minutes as written; seconded by Dir. Schlienger.  Vote

            taken; motion passes unanimously.


D.                AGENDA APPROVAL

            Dir. McKellar motioned to approve the Agenda subject to inclusion under Item I – Legal Reports of

            an action  item addressing extension of the statute of limitations for lawsuits by Pacific Rail

            Services and Bushnell Enterprises.  Seconded by Dir. Simonson.  Vote taken; motion passes



E.                 PUBLIC COMMENTS

            Kay Strickland, Chair of Citizens for Port Development, thanked the Board for posting information to 

            the NCRA web site, and is actively seeking vocal support for the Railroad to pursue headwaters funds. 


F.                  CONDUCT OF BUSINESS

            1.   Proposed Amendment to Rail-Ways, Inc. Lease and Operating Agreement                     

General Counsel Neary reported he and John Darling, President of Rail-Ways, Inc. jointly

      recommend the contract contingency date be extended to July 15, 2000.


Dir. Simonson motioned to approve Section 3.01 of the contract be changed to read July 15, 2000.   Seconded by Dir. McKellar.  Vote taken; motion passed unanimously.


            2.   Proposed Amendment to the South End Remediation Contract with NorCare

    This item was continued to the June, 2000 Regular Meeting.


            3.   Announcement of Employer Contribution Rate for Membership in CalPERS and Agreement

      to Pool 1959 Survivor Benefits Assets and Liabilities

      Chair Jehn announced the annual employer contribution rate for membership in CalPERS is

      estimated to be $3,753.01, of which the employer rate based on payroll is $3,690.61, subject to

      change with future amendments and/or experience and other factors, coupled with $62.40, the

      employer cost for Survivor Benefits, subject to annual change.  


Dir. Schlienger motioned to authorize the Secretary to execute the Certificate of Compliance with

Government Code Section 7507 – that the future annual employer costs have been made public. 

Seconded by Dir. Simonson.  Vote taken; motion carried.


Dir. Simonson motioned to approve the Agreement to Pool 1959 Survivor Benefits Assets and

Liabilities and authorize the Chair to execute it on behalf of the Board.  Seconded by Dir.

McKellar.  Vote taken; motion carried.


            4.   Adoption of Revised Bylaws

      Executive Director Bridges introduced revised Bylaws for additional comments by Board members

                  and Counsel.  Suggestions were received and the matter was sent back to Committee.  


            5.   Execution of Judgment Re: Law Offices of Roberts, Hill, Bragg, Angell & Perlman


            Based on General Counsel Neary’s recommendation, Dir. Simonson motioned to approve this

            judgment sought for professional services rendered.  Seconded by Dir. McKellar. Vote taken; motion

            passed unanimously.


           6.    Proposed Agreement for Property Management Services

                  Consistent with direction given during the Regular Board Meeting of April, Executive Director

                  Bridges submitted for approval revisions to the contract for Property Management Services.   


           Dir. Schlienger motioned to approve the contract revisions with the additional commitment of

           paying for the Property Manager’s professional liability insurance at not more than $1,000 per year.  

           Seconded by Dir. Simonson.  Vote taken; motion passed unanimously.


G.                LIAISON REPORTS

            1.   Northwestern Pacific Railroad Authority (NWPRA) – Max H. Bridges

       Executive Director Bridges provided a written report reflecting items of interest from the NWPRA

                  Board Meeting of May 1, 2000.  In addition, he reported significant damage to signal crossing

                  protection was sustained on NWPRA property in Sonoma County at Fulton and River Roads by

                  underground work performed by Pacific Gas & Electric (PG&E).  Chair Jehn reported a meeting                  

                  was held to facilitate station site development of the Petaluma Depot while considering the future

                  needs of freight service operations.


            2.   Legislation – Max H. Bridges

       Chair Jehn reported a hearing is scheduled during this week regarding AB1093, funding for short        

                  line railroads proposed by Assemblymember Strom-Martin. 


            3.   Passenger – Robert Jehn

       Executive Director Bridges reported the committee met May 2, 2000 with California Redwood 

       Coast Company, NCRA’s contractor for passenger service, to discuss several issues.  Proponents of    

       rail passenger service around Humboldt Bay were invited to speak at the committee meeting and at

       this meeting, but were unavailable.


 4.   Cities – Jack McKellar

       No report. 


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

       Chair Jehn reported SMART met May 10, 2000 when they approved for distribution a final draft of

       the document which provides for the start up of commute service from Cloverdale to San Rafael.  

       Comments regarding the document are due by June 30, and a meeting is scheduled August 9 to

       review those comments.  In addition to $28 million of Proposition 116 money appropriated, the    

       Governor proposed $37 million dollars from his budget.  However, additional funding is required       

       because start up costs have been projected at $165 million.


 6.   Web Site – Robert Jehn

                  Chair Jehn reported on the amount of viewers accessing the site monthly since its inception in 

                  February, 2000.


            7.   Contractor – Rail-Ways, Inc.

                  John Darling, President, reported as follows:


                  The damage caused by PG&E, as previously reported by Mr. Bridges, is estimated at $200,000, and

                  he requested direction regarding proceeding with this issue. 


                  The rest of the rehabilitation project is suspended pending receipt of funding with the exception of

                  Federal Highway Administration work replacing crossings in Santa Rosa. 


                  There is no work being performed North of Willits. 


                  Train service – The Federal Railroad Administration (FRA) provided a waiver for one commercial



                  Environmental – Nicad batteries have been removed from the property, and an environmentally

                  friendly device using steam has been located which would be used for vegetation control.


                  A written report will be submitted.


                  He spoke with staff regarding the factoring of invoices which is more difficult than first envisioned.


                  He encouraged and offered help in securing funds through the Transit Capital Improvement (TCI)



                  He intends to share more fully his strategic plans for operating the Railroad as the track becomes 



                  Chair Jehn responded by reporting on where the Board is in securing prospective funding from the   

                  Governor’s proposed budget, TCI, and the potential Pacific Bell fiber optic easement.


                  In response to Dir. Simonson regarding additional funding sources, Mr. Darling reported retention 

                  is held by the Federal Emergency Management Agency until all the Southern blocks are complete

                  due to a request that all the Southern blocks combined be considered one improved project. 



           1.    Executive Director Max H. Bridges

       Mr. Bridges reported meeting with CalTrans regarding accessing TCI funds.  The grant is

       approximately $1 million dollars with a 50% match requirement.  Approximately $3 million has

       been located as spent by the Railroad, yet not reimbursed by any agency.  Currently, CalTrans is   

       deciding what type of expenditures fit into the scope of work approved for the grant.  Meetings are

       scheduled on  Friday with the FRA and with California Transportation Commission Executive

       Director Bob Remen.  Mr. Bridges recommended re-establishing the Technical Advisory

       Committee to work on revising the 5-Year Business Plan to include the Governor’s proposed $65

       million.  Finally, he sought approval to attend a County Engineers meeting in September.


2.    Property Manager – Cyndee Logan

                  Ms. Logan presented a written report to the Board.


J.         LEGAL REPORT – General Counsel Christopher J Neary

            1.   Notification from the California Carpenters Union

                  Mr. Neary reported NCRA received notice that their contract with the California Carpenter Union

                  has been extended.  He requested more information from the Union.


            2.   Approval of Extension of Statute of Limitations for Pacific Rail Services and Bushnell



            Dir. Simonson, upon recommendation by Mr. Neary, motioned to extend the statute of limitations 

            for lawsuits for six months to January15, 2001 for Pacific Rail Services and Bushnell Enterprises.

           Seconded by Dir. Schlienger.  Vote taken; motion passed unanimously.



            Dir. Schlienger recommended the Board receive a monthly update regarding financial expenditures,

            and he wants to have a financial system in place when money is received from the Governor’s budget.


            Chair Jehn requested the next Agenda include an item where the Board can hear a financial report.


            Dir. McKellar asked the Rail-Ways employees if they had an opportunity to try the plastic ties he

            brought to Willits.  He was told they were not cost effective.  In addition, Dir. McKellar requested

            copies of the photos Mr. Bridges presented at April’s Regular Board Meeting.


            Dir. Simonson said he received a call from Mr. Bill Whyte expressing his desire to operate the

            Railroad.  Dir. Simonson said he expressed his displeasure with Mr. Whyte’s tactics and thought it 

            unethical to discuss the matter with Mr. Whyte while under contract with Rail-Ways, Inc.



             Regular Board Meeting – June 21, 2000 10:00 a.m.

             Healdsburg City Council Chambers, 401 Grove Street, Healdsburg, Sonoma County, California, USA


M.       CLOSED SESSION – Convened at 11:40 a.m.

            1.   Conference with Real Property Negotiator

                  Government Code Section 54956.8

                  Negotiating Parties:  Pacific Bell, etc.; NCRA

                  Under Negotiation:  Longitudinal Easement

            2.   Conference with Real Property Negotiator

                  Government Code Section 54956.8

                  Negotiating Parties:  Mendocino Transit Authority (MTA); NCRA

                  Under Negotiation:  Sale of Ukiah Depot

            3.   Conference with Legal Counsel – Potential Litigation – Four Cases

                  Government Code Section 54956.9(a)

                  a.   Bushnell Enterprises

                  b.   Haystack Landing Bridge

                  c.   Union Pacific

                  d.   State of California

            4.   Conference with Legal Counsel – Pending Litigation

                  Government Code Section 54956.9

                  NCRA versus Green

                  Mendocino County Case Number 82709

                  Quiet Title Action – Ukiah Depot



              1.   Conference with Real Property Negotiator – Pacific Bell; NCRA

                      Chair Jehn announced the Board provided direction to Property Manager Logan.

            2.   Conference with Real Property Negotiator – MTA; NCRA

                  Chair Jehn announced the Board provided direction to Property Manager Logan.

            3.   Conference with Legal Counsel – Potential Litigation – Four Cases

                  Chair Jehn announced information was received from Mr. Neary regarding four potential cases.

            4.   Conference with Legal Counsel – Pending Litigation

                  Chair Jehn announced information was received from Mr. Neary relative to NCRA versus Green.



           Chair Jehn adjourned the meeting at 12:27 p.m.