NORTH COAST RAILROAD AUTHORITY (NCRA)
BOARD OF DIRECTORS REGULAR MEETING MINUTES
WEDNESDAY, DECEMBER 19, 2001 AT 10:00 A.M.
The meeting was called to order at 10:00 a.m.
B. ROLL CALL
Directors present: Chair David Ripple, Vice Chair Allan Hemphill, Robert Simonson, Jake Mackenzie Daniel Opalach, Leo Sears, and C.F. Campbell.
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.
Dir. Sears said the motion in Item F.2. should read “accommodate” instead of “nominate.” Dir. Opalach recommended under Item F.1. Nadananda’s comment should end with “entities” as opposed to “agencies.”
Dir. Opalach moved to approve the Minutes with the suggested changes; seconded by Dir. Simonson. Vote taken; Dir. Mackenzie and Dir. Campbell abstained; motion carried.
Mr. Bridges asked to include an Item to accept a proposal for audit services as the proposal was received within the last 72 hours.
Dir. Mackenzie moved to add an Item – Accept Proposal for Audit Services; seconded by Dir. Opalach. Vote taken; motion carried. Dir. Sears moved to add Item I.14 – Replace Copier at Cloverdale Depot to the Consent Calendar, and to have a lunch break at the Chair’s discretion; seconded by Dir. Mackenzie. Vote taken; motion carried.
E. PUBLIC COMMENTS
Ruth Rockefeller, former NCRA Board Member, welcomed Dir. Campbell.
James Quinn, retired Public Utilities Commission Attorney, pleaded for the Board to re-open the North End.
Mike Pechner, weatherman, recommended forming a strategy to re-open the line.
Mendocino County Representative Max Schlienger
Mr. Schlienger received a plaque and congratulations from the Board.
Mendocino County Representative C.F. Campbell
Mr. Campbell was introduced and spoke of his background.
Consent Calendar Items were moved to the Conduct of Business section of the Agenda.
I. CONDUCT OF BUSINESS
1. Approve Leases
Ms. Logan requested approval for a list of leases to send in NCRA’s revised format.
Dir. Mackenzie moved to approve the uses and fees for the list of leases presented; seconded by Dir. Hemphill. Vote taken; motion carried.
2. Ratify Calendar of Regular Board Meetings for Year 2002
Due to scheduling conflicts with other agency meetings, Mr. Bridges recommended changing the designated day for NCRA’s Regular Board Meetings. Staff was directed to determine a suitable day and change the 2002 calendar of Meetings except for the January 16th Meeting.
3. Replace Copier at Cloverdale Depot
Dir. Mackenzie moved to approve the purchase of a copier for the Cloverdale Depot; seconded by Dir. Campbell. Vote taken; motion carried.
4. Accept Proposal for Audit Services
Mr. Bridges recommended accepting the only audit proposal received for the Fiscal Year 2000 – 2001 from Aycock and Edgmon, CPAs. Dir. Campbell recommended inclusion of State and Federal disaster regulations as part of the auditor’s required continuing education.
Dir. Simonson moved to accept Staff’s recommendation; seconded by Dir. Mackenzie. Vote taken; motion carried.
5. Policy Direction and Action on Whether or Not NCRA Will Seek Membership in the Proposed Sonoma-Marin Area Rail Transit (SMART) District Act
Mr. Neary reported both Sonoma and Marin County’s Board of Supervisors passed resolutions to seek legislation to form a new agency.
Dir. Mackenzie moved the Governance Committee shall work with staff to prepare a position to reflect NCRA's desire for active participation in formation of the legislation for formation of a new transit agency; and further, with significant reservations, to decline imposing a requirement for voting membership for NCRA, but with the understanding that contractual obligations are reviewed; seconded by Dir. Hemphill. Roll call vote taken: Chair Ripple “aye;” Vice Chair Allan Hemphill “aye;” Dir. Campbell “aye;” Dir. Simonson “aye;” Dir. Opalach “frustrated abstention;” Dir.Sears “aye;” Dir. Mackenzie “aye;” motion carried.
Dir. Hemphill left at 12:10 pm.
6. Response to Single Year Audit for Fiscal Year Ended June 30, 2000
Staff was directed to address concerns expressed by Caltrans and Staff with respect to prior year audit findings.
Dir. Mackenzie moved to approve the corrective action plan; seconded by Dir. Sears. Vote taken; motion carried.
7. NCRA Liabilities
Staff was directed to clarify procedures for handling current liabilities, and to negotiate relief from car hire.
Dir. Campbell left at 1 pm.
Items I.13. – I.16. were taken out of order and Counsel Neary was instructed to deny all four claims.
Chair Ripple adjourned the Meeting for a short break at 1:07 pm to return at 1:37 pm.
8. Procedure for Disposition of Surplus Property
This Item was tabled.
9. Strategic Plan Revision
Mr. Bridges said funds previously identified to revise the strategic plan should remain in place to possibly augment funds for work identified in the present plan.
10. Request for Proposals for Property Management
Dir. Mackenzie moved to open discussions to continue the present contract until 2002; seconded by Dir. Sears. Vote taken; motion carried.
11. Asset Preservation / Emergency Response
Dir. Mackenzie moved to authorize staff to contract up to $5,000 for removal of signal arms, and furthermore, to initiate discussions with county and city jurisdictions with regards to emergency response actions on the Railroad; seconded by Dir. Sears. Vote taken; motion carried.
Dir. Opalach moved to authorize Staff to find a contractor to implement a weed control program between Lombard and Willits not to exceed $60,000 and find the necessary funding from AB2908 or some other State or Federal funding; seconded by Dir. Mackenzie. Vote taken; motion carried.
12. Communication
Mr. Bridges received suggestions on improving in-house communications, and will add to the status report a weekly summary of meetings and tasks performed with a preview of scheduled meetings.
13. Consider Claim Filed by Rail-Ways, Inc.
14. Consider Claim Filed by Northwestern Pacific Railway Co., LLC
15. Consider Claim Filed by Mass Electric
16. Consider Claim Filed by North California Railway Engineering Company
Items I.13 – I.16 were addressed earlier: the Board told Mr. Neary to deny all four claims.
17. First Review of Independent Contraction Procedures for Action at January, 2002 Regular
Meeting
Mr. Neary was directed to seek suggested revisions via electronic mail.
J. 1. Northwestern Pacific Railroad Authority (NWPRA) – Mr. Bridges
No report.
2. Sonoma-Marin Area Rail Transit Commission (SMART) – Mr. Bridges
No report.
3. Legislation – Mr. Bridges
Mr. Bridges recommended evaluating and updating the previous legislative agenda.
4. Web Site
No report.
5. Cities – Dir. Mackenzie
No report.
6. Mendocino Council of Governments (MCOG) Technical Advisory Committee – Ms. Logan
Ms. Logan reported the City of Ukiah needs a cooperative funds agreement from NCRA allowing the City to manage the project to repair the Ukiah Depot.
K. COMMITTEE REPORTS
1. Passenger – Dir. Hemphill, Dir. Opalach, and Dir. Schlienger
No report.
2. Permanent Operator – Chair Ripple, Dir. Hemphill, Dir. Sears
Chair Ripple reported expecting to issue a Request for Proposals in 60 days.
3. NWP Governance – Chair Ripple, Dir. Hemphill, and Dir. Sears
Previously reported.
4. Property Management – Chair Ripple, Dir. Sears, and Dir. Simonson
Chair Ripple appointed Dir. Simonson to replace former Dir. Schlienger. Ms. Logan asked for feedback on the preliminary draft policies.
L. STAFF REPORTS
1. Executive Director Max H Bridges
a. Accounting Function Update
Caltrans requires a pre-award audit of the proposed contract with Sonoma County for accounting services.
The California Transportation Committee approved the remaining $250,000 for administration expenses however remaining project funds will be released only when: NCRA shows how it will fund continued administration expenses; NCRA contracts with Sonoma County for accounting services; and, project invoices are presented then to be paid in arrears.
The pre-award audit of the Willdan team by Caltrans is expected to be finished this week however preliminary findings indicate some changes to the contract are necessary.
2. Assistant Executive Director Douglas Christy
January 31, 2002 is the target date for completion of the rehabilitation project between Windsor and Willits.
3. General Counsel Christopher J Neary
No report.
4. Property Manager Cyndee Logan
No report.
M. MATTERS FROM BOARD MEMBERS
Dir. Sears reported on the progress of Redwood Community Action Agency’s project to create a trail on the Annie and Mary line.
N. ANNOUNCEMENT OF NEXT MEETING
Regular Board Meeting – January 16, 2002 10:00 am
Willits City Council Chambers, 111 East Commercial Street, Willits, Mendocino County, CA, USA
O. CLOSED SESSION – Convened at 3:12 pm
Dir. Mackenzie left at 3:30 pm.
P. ANNOUNCEMENT OF ACTION TAKEN IN CLOSED SESSION – Reconvened at 4:20 pm
1. Personnel Issue
Government Code § 54956.7
Employee Performance Evaluation – Executive Director
This Item was pulled from the Agenda.
2. 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)
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.
b. Mass Electric v. Rail-Ways, Inc., et al.,
Mendocino County Superior Court, Case No. 85230
Mr. Neary announced he was given direction by the Board.
Q. ADJOURNMENT
The Meeting was adjourned at 4:30 pm.