NORTH COAST RAILROAD AUTHORITY (NCRA)

BOARD OF DIRECTORS REGULAR MEETING MINUTES

WEDNESDAY, SEPTEMBER 20, 2000 AT 10:00 A.M.

HEALDSBURG CITY HALL
401 GROVE STREET, HEALDSBURG, SONOMA COUNTY, CALIFORNIA

A. CALL TO ORDER

Chair Jehn called the meeting to order at 10:00 a.m.

B. ROLL CALL

Directors present: Chair Robert Jehn, David Ripple, Allan Hemphill, Daniel Opalach, Robert E.

Simonson, and Jake Mackenzie.

Directors absent: Max Schlienger

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

Manager Cyndee Logan, Consulting Accountant Russ Mustola, and Administrative Assistant

Pamela Fishtrom.

C. MINUTES

Approval of Minutes of the August 16, 2000 Regular Board Meeting

Dir. Mackenzie moved approval of the Minutes as written; seconded by Dir. Ripple. Vote taken;

motion carried.

D. AGENDA APPROVAL

Dir. Mackenzie moved approval of the Agenda with addition of an Action Item after the Closed
Session entitled Approval of Debt Repayment Plan; seconded by Dir. Simonson. Vote taken;
motion passed unanimously.

E. PUBLIC COMMENTS

Dana Fuller recommended avoiding a 10 mile per hour restriction by bringing the Line to Class 2

simultaneously with work to bring the Line to Class 1 in that it only requires three more ties per 39

foot section.

David Schonbrunn, Marin Advocates for Transit, congratulated the Directors for their gumption in

sticking with this organization through rough times, and applying so much of their time to the

extremely difficult tasks which have brought this agency renewed respect.

F. CONDUCT OF BUSINESS

1. Passenger Committee Appointment

With Board concurrence, Chair Jehn appointed Dir. Hemphill to the Passenger Committee in his stead.

2. Consider Agreement for Legal Services

Executive Director Bridges recommended the Board enter into an agreement for legal services

with General Counsel Neary and pay him for his past work.

Dir. Hemphill moved approval to enter into a contract for legal services with Mr. Neary and

pay him for his past work when funds become available; seconded by Dir. Mackenzie. Vote

taken; motion passed unanimously.

3. Consider Cost of Living Wage Increase for Non-Management Employees

Executive Director Bridges recommended the Board provide a 5% cost of living adjustment for

the non-management employee because it has been two years since the last increase in wages.

Mr. Bridges indicated he will perform yearly employee evaluations for staff under his authority.

Dir. Simonson moved approval to provide a 5% cost of living adjustment for the non-

management employee for Fiscal Year 2000-2001; seconded by Dir. Mackenzie. Vote taken;

motion passed unanimously.

4. Consider Providing Employee Health Insurance

Executive Director Bridges reported an offering of health insurance is necessary to attract a

Project Manager. Membership in CalPers provides access to health insurance, therefore, Mr.

Bridges recommended NCRA provide up to $200.00 per month per employee toward health

insurance. The decision would not impact Mr. Bridges as any benefit represent a reduction in

his salary.

Dir. Mackenzie moved to authorize Executive Director Bridges to proceed with the steps

necessary to contract with CalPers with the understanding that the employer contribution by

NCRA will be up to $200.00; seconded by Dir. Opalach. Vote taken; motion passed

unanimously.

5. Discuss Arrangements for Ribbon Cutting Ceremony for Anticipated Resumption of

Service to Petaluma

Chair Jehn requested input from Directors and members of the public to augment his idea to

invite the Governor to ride a train to the re-opening celebration near Petaluma.

6. Extension of Start-Up Date for Northwestern Pacific Railway Co. LLC (NWPY) and

Northwestern California Railway Engineering Corp. (NorCare) Permanent Operating

Agreement

General Counsel Neary recommended extending the start-up date to the September meeting.

Dir. Simonson moved approval to extend the start-up date to the October Meeting;

seconded by Dir. Ripple. Vote taken; motion passed unanimously.

7. Property Management Issues

a. Approve Fee Structure

Property Manager Logan requested approval of the fee structure for leases as presented based on the Property Management Committee’s suggestions.

Dir. Hemphill moved approval of the fee structure for leases as stated in the proposal and defer the fee structure for encroachments until a fair market value is determined, factoring in the cost of administration, and allowing an opportunity for input by the public; seconded by Dir. Mackenzie. Vote taken; motion passed unanimously.

b. Rail Employees/Residents on Railroad Property

Property Manager Logan proposed a policy statement for dealing with residents on Railroad property. Dir. Simonson recommended exchange of the word “unauthorized” for “illegal.” Executive Director Bridges indicated the issue is insurance. Mr. Darling, President of Rail-Ways, Inc. said he would indemnify authorized Railroad residents who provide security.

Dir. Mackenzie moved approval of the proposed policy statement exchanging the word “unauthorized” for “illegal;” seconded by Dir. Simonson. Vote taken; motion carried.

8. Request Copier for Eureka Business Office

Executive Director Bridges recommended purchase of a used copier for $536 for the Eureka office.

Dir. Simonson moved approval of the purchase of a used copier for $536 for the Eureka office; seconded by Dir. Mackenzie. Vote taken; motion passed unanimously.

G. LIAISON REPORTS

1. Northwestern Pacific Railroad Authority (NWPRA) – Executive Dir. Bridges

Mr. Bridges reported NWPRA requested collateral for an anticipated loan to NCRA for

$250,000 to repair the Haystack Landing Bridge. Due to collisions and vandalism, General

Counsel Neary requested addition of an emergency item to the Agenda – Consider Providing

Security on the Haystack Landing Bridge. Mr. Neary recommended the Board authorize Mr.

Bridges to put security in place at the bridge until repair work begins in approximately 30 days.

Dir. Mackenzie moved to agendize as emergency items: 1) Security for the Haystack Landing

Bridge, and 2) Collateral for NWPRA loan; seconded by Dir. Hemphill. A 4/5 vote of the

entire Board was necessary: all Directors present needed to vote affirmatively. Vote taken;

motion carried.

a. Security for the Haystack Landing Bridge

Dir. Mackenzie moved to allocate up to $7500.00 towards half of the cost of providing

security for the Haystack Landing Bridge in partnership with NWPRA; seconded by Dir.

Hemphill. Vote taken; motion passed unanimously.

b. Collateral for NWPRA Loan

Dir. Hemphill moved to allocate a loan of up to $250,000.00 to repair the Haystack

LandingBridge, and pledge the proceeds of the sale of the Ukiah Depot to repay such

loan from NWPRA; seconded by Dir. Ripple. A roll call vote was taken. All Directors

voted “aye;” motion carried.

2. Legislation – Executive Dir. Bridges

Mr. Bridges reported AB1093 passed.

3. Passenger – Dir. Hemphill

Chair Jehn announced his replacement by Dir. Hemphill.

4. Cities – Dir. Mackenzie

Dir. MacKenzie reported he will consider contacting representatives from each City on the

Line electronically as items come up, such as, alerting each about the proposed increase in

encroachment fees.

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

Chair Jehn reported SMART is hiring a project manager then applying for the $37 million in

funds allocated to them in the Governor’s Budget.

6. Mendocino Council of Governments Technical Advisory Committee – Ms. Logan

Ms. Logan reported Mr. Bridges attended the Mendocino Council of Governments meeting

when money was set aside to be used for railroad crossings throughout the county. Chair Jehn

recommended the Directors and staff visit Sonoma County and Humboldt County Association

of Government meetings.

7. Web Site – Chair Jehn

Chair Jehn reported visitation to the site is about 4,000 hits per month with 137 subscribers. Mr.

Bridges recommended additional uses for the web site including downloads such as

encroachment applications, and that the Board may consider hiring a professional web master.

8. CalTrans District 1-District External Advisory Liaison Committee (DEAL) – Dir.

Opalach

Dir. Opalach reported DEAL meets quarterly: the next meeting will be held in November.

9. Contractor – Northwestern Pacific Railways Company, LLC (NWPY)

John Darling, President of Rail-Ways, Inc., reported NWPRA is investigating vandalism of

the Brazos Bridge. In addition, the power cable at Black Point Bridge is severed. With Mr.

Bridges approval, it will be repaired by the end of the week. He reported contact with

shippers eager to use the Line: a marketing officer has been hired.

H. EXECUTIVE DIRECTOR REPORT – Mr. Bridges

Mr. Bridges reported he will make a presentation on the status of NCRA to the Public Transit

Committee of the California Transportation Commission next week in San Francisco. The

Agenda also includes five applications for funds from the Transportation Congestion Relief

Program (TCRP); $10 million for debt reduction, $1 million for re-opening Willits North, a

portion of environmental funds, a portion of matching funds, and funds to repay the Q-fund.

CalTrans has been very helpful with the applications, the consultant selection process, and the

sole-source procurement for Herzog to re-open the South End. The Request for Proposals for

Engineering Services process may need correction.

I. LEGAL REPORT – General Counsel Christopher J. Neary

1. Proposed Bidding Policy

Mr. Neary provided a proposed bidding policy for the Board to review and consider at the next Board meeting.

2. Proposed Special Legislation for Public Contracts Code

Mr. Neary presented special legislation to formalize policy in issuing public contracts for the Board to review and consider at the next Board meeting.

3. Establishment of Prevailing Wage Rates for NCRA Public Works Contracts

Mr. Neary reported CalTrans has determined NCRA needs to establish the payment of prevailing wage rates in all public works contracts. He has requested and expects issuance by the Department of Industrial Relations prior to the next meeting.

Additionally, Mr. Neary reported termination of the temporary restraining order issued in the matter of Green v. NCRA, and that Mr. Green dropped his application for relief.

J. MATTERS FROM BOARD MEMBERS

Dir. Opalach reported appearing before the Humboldt County Board of Supervisors on August 22

to discuss the status of NCRA including an overview of the TCRP, repair of the South End, and the

Environmental Assessment with FEMA/OES. He reported receiving much support, much interest,

and the Supervisors expressed happiness in the Railroad’s progress and willingness to help.

K. ANNOUNCEMENT OF NEXT MEETING

Regular Board Meeting – October 18, 2000 10:00 a.m.

Willits City Council Chambers, 111 East Commercial Street, Willits, Mendocino County, CA

L. CLOSED SESSION – Convened at 12:15 p.m.

M. ANNOUNCEMENT OF ACTION TAKEN IN CLOSED SESSION – Reconvened at 1:00 pm

1. Conference with Real Estate Negotiator – Ms. Logan

Government Code Section 54956.8

Concerning Sale of the Ukiah Depot

Chair Jehn announced the Board received information from Ms. Logan

2. Conference with Real Estate Negotiator – Fiber Optics – Ms. Logan

Government Code Section 54956.8

a. Pacific Bell

b. Qwest Communications

Chair Jehn announced the Board received information from Ms. Logan

3. Conference with Legal Counsel – Existing Litigation

Government Code Section 54956.9

a. Rail-Ways, Inc. v. California Western (CWR)

Chair Jehn announced Mr. Neary provided information and was given direction.

b. Claim of CWR

Chair Jehn announced Mr. Neary provided information and was given direction.

c. NCRA v. Green

Chair Jehn announced Mr. Neary provided information and was given direction.

d. Green v. NCRA (2 Cases)

Chair Jehn announced Mr. Neary provided information and was given direction.

e. Claim of Richard Reid

Chair Jehn announced Mr. Neary provided information and was given direction.

4. Personnel Issue

Government Code Section 54956.7

Employee Performance Evaluation – Executive Director

Chair Jehn announced due to time constraints this item was continued to October’s meeting.

N. APPROVAL OF DEBT REPAYMENT PLAN

Executive Director Bridges presented a summary of judgment debt, trade debt, and contingent

debt for approval. NCRA intends to use the money from the CTC to satisfy all the judgment debt

and the principal portion of the trade debt. Property revenue will be used to satisfy the interest.

Dir. Mackenzie moved approval of the debt schedule with one modification: the Meecham car

debt be moved to a contigent debt with agreement by Dir. Hemphill to contact the creditor to see

what can be worked out; seconded by Dir. Ripple. Vote taken; motion passed unanimously.

O. ADJOURNMENT

Chair Jehn adjourned the meeting at 1:05 p.m.