NORTH COAST RAILROAD AUTHORITY (NCRA)

BOARD OF DIRECTORS REGULAR MEETING MINUTES

 

WEDNESDAY, OCTOBER 17, 2001 AT 10:00 A.M.

 
WILLITS CITY COUNCIL CHAMBERS
111 EAST COMMERCIAL STREET, WILLITS, MENDOCINO COUNTY, CALIFORNIA, USA

 

 

A.        CALL TO ORDER 

            The meeting was called to order at 9:58 a.m.

 

B.        ROLL CALL

Directors present:  Chair David Ripple, Vice Chair Allan Hemphill, Max Schlienger, Robert Simonson, Daniel Opalach, and Leo Sears.

Director absent:  Jake Mackenzie.

Also present:  Executive Director Max H Bridges, Assistant Executive Director Doug Christy, General Counsel Christopher J Neary, Property Manager Cyndee Logan, and Administrative Assistant Pamela R Fishtrom.

 

C.            MINUTES

                Approve Minutes of September 19, 2001 Regular Board Meeting

 

            Dir. Schlienger moved to approve the Minutes; seconded by Dir. Hemphill.  Vote taken; motion carried.

 

D.        AGENDA APPROVAL

                 

Dir. Sears moved to approve the Agenda; seconded by Dir. Schlienger.  Vote taken; motion carried.

 

E.             PUBLIC COMMENTS

Chair Ripple announced NCRA Accountant Wade Fulton passed away on October 5, 2001.

 

F.            CONDUCT OF BUSINESS

1.                  Discussion on Public Relations

Dir. Sears encouraged greater public relations efforts to foster credibility and increase awareness of the Agency’s activities while stressing the importance of accuracy. 

 

Dir. Hemphill moved to form an Ad-Hoc Committee of Dir. Simonson and Dir. Sears to act in an advisory capacity and review policy, and on an interim basis, provide the sole level of additional communication in collaboration with staff and subject to the Chair’s review; seconded by Dir. Sears.  Vote taken; motion carried. 

 

2.                  Response to Single Year Audit for Fiscal Year Ended June 30, 2000

This Item was continued to the November Regular Board Meeting.

 

3.                  Review Final Revisions and Adopt Personnel Policies and Procedures Handbook

In response to comments from Dir. Opalach and Caltrans representatives, staff was directed to present a revised version at the November Meeting to be considered for adoption at the December Meeting.

 

4.                  Status Report Regarding Interim Operations

Four possible interim operators all require monthly subsidies for operations and maintenance of not less than $80,000 through well over $100,000.  Dir. Hemphill recommended fashioning a Request for Proposals (RFP) for a permanent operator but remain open to alternate proposals from potential interim operators in the near future.

 

5.                  Development of Request for Proposals for Permanent Operator

Staff recommended preparation of a detailed RFP with clear expectations of the benefits required by NCRA.  However, the Environmental Assessment needs to be complete, a plan prepared and presented to the California Transportation Commission, funds accessed, and a definite date for re-opening the North End.  Chair Ripple recommended crafting the RFP where the operators sets up a liability account offset when revenue is generated from the North End.  Dirs. Hemphill and Sears volunteered to help staff structure a RFP.

 

6.                  Procedure for Disposition of Surplus Property

Mr. Neary was instructed to include wide exposure to the surplus property available, and add monetary limits so staff is not burdened by a cumbersome procedure when selling minor equipment.

 

Dir. Hemphill moved approval with those amendments provided the new language is brought back to the Board; seconded by Dir. Schlienger.  Vote taken; motion carried.

 

7.                  Proposed New NCRA Logo

The proposed logo was sent back to staff to add a train or tracks.

 

8.                  Governance Issues Regarding the NWP

A joint resolution adopted by Sonoma and Marin County Boards of Supervisors states the intent to seek legislation to create a single entity to own the right of way sustaining passenger service.  Mr. Neary created a list of tasks to address with Northwestern Pacific Railroad Authority.  Chair Ripple created an Ad-Hoc Committee of Dirs. Sears, Schlienger, and Hemphill to consider the issue. 

 

9.                  Consider Cost of Living Adjustment for NCRA Employees

Mr. Bridges suggested a 5% cost of living increase for the employees based on a Consumer Price Index (CPI) increase in San Francisco of 6.6% retroactive to July 1, 2001.

 

Dir. Hemphill moved to act on 5% now but suggested to come back next year with, not only the CPI figures, but comparatives to other government agencies because it won’t be as easy next year; seconded by Dir. Sears.  Roll call vote taken: all Directors present voted “ aye” except Dir. Opalach who opposed; motion carried.

 

10.              Discuss Interim and Long-Term Accounting Functions

Mr. Bridges reported prior NCRA Accountant Russ Mustola is helping with basic accounting functions until an accountant is hired.  Also, Aycock and Edgmon, CPAs, offered long term assistance with direct deposit for payroll, preparation of desk procedures, and audit responses.  Mr. Bridges recommended the Board accept a revised accountant job description and authorize recruitment for that position.  Chair Ripple suggested the Audit Committee help with the selection process.

 

Dir. Sears moved to approve the job description and authorized recruitment for an accountant; Dir. Opalach seconded.  Vote taken; motion carried. 

 

11.              Revised Independent Contractor Procedure

Mr. Neary presented a revised Independent Contractor Procedure.  Dir. Sears recommended inclusion of a clause allowing to rescind a contract if the contractor is found to have provided incorrect information or committed fraud.  In response to further concerns, Chair Ripple directed staff to receive suggestions, make revisions, and distribute a new version at the November Meeting for possible adoption in December.

 

12.              Federal Emergency Management Agency (FEMA) Alternate Project Revisited

Mr. Bridges, seeking direction from the Board, discussed the merits and disadvantages of the Alternate Project proposal offered by the Office of Emergency Services (OES) on behalf of FEMA.   

 

In April 2000, the Board agreed to pursue the Improved Project in favor of the Alternate Project. Now, however, funds for repair from the State created the need for an expanded scope of work  triggering additional environmental review north of Willits.

 

The Alternate Project option would allow 90% of $8.3 million dollars of disaster relief funding for permanent repairs north of Willits, be spent on materials and equipment for use on the South end: the remaining 10% would be forfeited.  Suggestions ranged from re-programming State funds for later use on the North end to the possibility that acceptance of an Alternate Project would meet FEMA’s requirement that repair of the facility would “not be in the public’s best interest” therefore ineligible for future disaster assistance.  Some speculated the tragedy of the terrorist attacks on the World Trade Center Towers in New York on September 11 spurred FEMA to negotiate rather than complete a complex environmental assessment. 

 

The majority of Directors believed the Alternate Project was worth exploring, however, due to strong opposition by both representatives of Humboldt County, Chair Ripple directed staff to pursue completion of the Environmental Assessment concurrently, and discuss progress with those parties to the Consent Decree when they meet on November 6, 2001.

 

Dir. Sears moved to table this at this point in time until we have the opportunity to use the wise counsel of our consultant; seconded by Dir. Opalach.  Roll call vote taken; all Directors present voted “nay” except Dir. Sears and Dir. Opalach who each voted “aye;” motion failed.

 

Dir. Sears agreed to work with Chair Ripple to review the Alternate Project proposal and to keep Dir. Opalach advised.  

 

13.              Discuss for Possible Action a Contract with the City of Santa Rosa

The contract for an effluent line between Santa Rosa and Healdsburg is not yet ready, although Ms. Logan indicated it should be expected in December, 2001.

 

14.              Consider Contract with Elypsis, Inc. for Computer Accounting Software Support

Mr. Bridges recommended contracting with Elypsis, Inc. as the firm currently provides support.

 

Dir. Sears moved to approve the contract; seconded by Dir. Schlienger.  Vote taken; motion carried. 

 

G.                 LIAISON REPORTS

1.    Northwestern Pacific Railroad Authority (NWPRA) – Mr. Bridges

Mr. Bridges reported NWPRA meets on Monday.  Dir. Hemphill will attend and also meet with the Governance Committee.

 

2.    Sonoma-Marin Area Rail Transit Commission (SMART) – Mr. Bridges

Nothing further.

 

3.    Legislation – Mr. Bridges

No report.

 

4.    Web Site

Chair Ripple reported 6578 pages visited with 257 subscribers.

 

5.            Cities – Dir. Mackenzie

Dir. Mackenzie absent.

 

6.               Passenger – Dir. Hemphill, Dir. Opalach, and Dir. Schlienger

Dir. Hemphill reported receiving offers on passenger equipment, more vandalism of passenger equipment, the need for property protection, and a Committee meeting will be held soon.

             

7.         Mendocino Council of Governments (MCOG) Technical Advisory Committee – Ms. Logan

Ms. Logan presented a copy of the Mendocino County Transportation Plan.

 

 

H.        STAFF REPORTS

1.                  Executive Director Max H Bridges

Mr. Bridges reported:

·        at the California Transportation Commission Meeting, Caltrans said NCRA is now part of the Rail Division as opposed to the Division of Mass Transit

·        he will be on vacation for ten days

·        he drafted a response to Mr. Quinn’s questions from the previous Board Meeting

·        yesterday, the Quarterly Meeting with Caltrans uncovered issues as a result of audits of the Proposition 116 reporting, Rail-Ways, Inc., and Herzog.  Chair Ripple suggested forming an Audit Committee from the Finance Committee.   

 

            2.            Assistant Executive Director Douglas Christy

Mr. Christy reported the rehabilitation project is moving forward: Stacy and Witbeck clearly understand the scope of Class I; an accounting and auditing system is in place; the first invoice was prepared and processed by; and, without an interim operator the need for a strict timeline to open individual work segment is no longer applicable. 

 

3.            General Counsel Christopher J Neary

Mr. Neary reported the Boyle protest is withdrawn.

 

            4.            Property Manager Cyndee Logan

                        Nothing further.

 

I.            MATTERS FROM BOARD MEMBERS

Dir. Sears, as member of the Property Management Committee, is successfully working with members of the Community towards developing a Trails Policy.

 

Dir. Opalach said the recent Times-Standard article is excellent however writer David Anderson quoted a staff or Board member as saying “the Railroad cannot operate at a profit without Humboldt County lumber shipments.”  Dir. Opalach said that this is a misleading statement.  Instead, the NCRA should emphasize the potential shipping business that will be generated from the Port.

 

J.             ANNOUNCEMENT OF NEXT MEETING

            Regular Board Meeting – November 14, 2001 10:00 am

            Eureka City Council Chambers, 531 K Street, Eureka, Humboldt County, CA, USA

 

K.            CLOSED SESSION – Convened at 2:00 p.m.    

 

L.            ANNOUNCEMENT OF ACTION TAKEN IN CLOSED SESSION – Reconvened at 2:55 p.m.

1.            Conference with Legal Counsel Neary – Anticipated Litigation

Government Code § 54956.9(b)

Significant Exposure to Litigation – One Case

.              

2.                  Conference with Legal Counsel Neary – Existing Litigation

Government Code § 54956.9(a)

Rail-Ways, Inc. v. Benson, U.S Bankruptcy Court, N.D. Cal., Adv. Proc. No. 01-1101

Lawsuit to avoid preference with respect to a disputed fund held by NCRA in which makes no claim.

 

3.                  Conference with Legal Counsel Neary – Existing Litigation

Government Code § 54956.9(a)

Mass Electric v. Rail-Ways, Inc., et al., Mendocino County Superior Court, Case No. 85230

 

For each Closed Session Item 1-3, General Counsel Neary provided information to and received direction from the Board of Directors.

 

M.            ADJOURNMENT

            The Meeting was adjourned at 3:00 pm.