BOARD
OF DIRECTORS REGULAR MEETING
A.
CALL TO ORDER
Chair Sears called the
meeting to order at
B.
ROLL CALL
Roll call was conducted
with the following members present: Dave Hull, Allan Hemphill, Robert Simonson,
Budge Campbell, Dave Ripple, and Leo Sears. Chairman Sears presiding.
Directors Absent: None
Also present: Douglas M
Christy, Executive Director; and Dina Polkinghorne, Executive Assistant.
C.
CONSENT CALENDAR
Director
Board Action:
Upon motion by Director Hemphill, 2nd by Director Ripple, and
carried (6-0); the Consent Calendar was approved with the removal of item C.1
for discussion.
Executive Director Christy requested that the
addition of an action item be added to Conduct of Business (F.1) in regards to
the appropriation of funds. Chair Sears also requested to provide a report
after Public Comment in regards to a Tourist Feasibility Report.
Board Action: Upon motion by Director Hemphill, 2nd
by Director Ripple, and carried (6-0); the Agenda was approved as amended.
E.
PUBLIC COMMENT
Kaye
Strickland
Suggested
that the NCRA look to the Headwaters Fund as a match to the older ISTEA Funds.
Ms. Strickland wished Executive Director well in his future endeavors.
Bill
Burton
Mr.
Burton commented that he was glad to see that Motor Car Operators West cleared
some brush last month in the
Bob
Stromsted
Mr.
Stromsted is a Vice President for the consulting firm, HNTB. He informed the
board that HNTB is committed to working with Mr. Christy during the transition,
providing whatever resources or help the NCRA needs. He wished Doug well.
William
Bertain
Mr.
Bertain, an attorney in
1.)
The NCRA approach the Humboldt County Board
of Supervisors to get a loan or grant from the Headwaters Fund to provide the
local share of the cost for the EIR.
2.)
NCRA work with the Harbor District and the
3.)
In regards to National Security, if the
Director
Hull added that the
Chair
Sears
Report
on the
Chair
Sears commented on a recent presentation, Humboldt
Bay Short Haul and Tourist and Excursion Feasibility Study,
made to the Eureka City Council on May 20th, 2003. He stated that the study
relied heavily on data from the State of California Tourist Agency. He
cautioned the board to look at the presentation with a critical eye, as his
understanding, from a recent North Coast Journal article, is that the State is
over estimating travel projections.
Marcus
Brown
Commentated
that the consultant hired to present the study based his methodology on
comparable data from other railroads and real life experience, not just the
data from the State of California Tourist Agency, which he acknowledged was
over-inflated.
C.1 Acceptance of the NCRA minutes
dated April 16th, 2003
Director
Campbell referred to item F.4 from the April 16th, 2003 minutes. He
proposed a modification to the motion to read
“The
board authorizes Executive Director Christy to seek outside professional
services for funding support, according to NCRA Independent Contractor Policy,
utilizing approximately $25,000 available from remaining Task Order 5 monies,
$20,000 from the property fund, all of which shall not exceed $45,000.”
Director
Ripple added that the date mentioned in item J.2 should be May 21st,
2003, not April 21st, 2003.
Board
Action: Upon motion by Director Campbell, and 2nd by Director Hull,
and carried
(5-0,
Director Ripple abstaining) the board approved the minutes of the regular NCRA
board meeting, dated April 16th, 2003, as amended.
F.
CONDUCT OF BUSINESS
1.a Appropriation of Funds
Mr. Christy requested that the board adjust the
budget by reallocating funds to meet anticipated expenditures in the salary and
benefits category and the services and supplies category. He explained that
these categories will exceed their budgetary amounts before the end of the
fiscal year for the following reasons: The current budget did not account for
paying salaries to two Executive Directors for 7 months, and the Project
Manager was supposed to have been paid out of project funds, which he was not
because there were minimal billable projects. He suggested that the board make
an appropriation of $100,000 of unreserved cash of which $75,000 be allocated
to salary and benefits, and $25,000 to services and supplies.
Board Action: Upon motion by Director Hull, 2nd by
Director Hemphill, and carried (6-0) the board approved to appropriate $100,000
of unreserved/undesignated fund balance within the administrative fund to
$75,000 for salary and benefits and $25,000 to services and supplies, per
Sonoma County Auditor’s “Budgetary Adjustment Request Form”.
1.b Quarterly
Update to the CTC
Mr. Christy presented the board with the CTC
Quarterly Update
Board Action: Upon motion by Director Hemphill, 2nd by
Director Hull, and carried (6-0), the board approved the Quarterly Update
presentation to the CTC.
2.
Approval of MOU Regarding the Petaluma Depot Site Buildings and Freight
Facilities
(Director Ripple removed himself from the
discussion, stating a conflict of interest)
The board was given a revised version of the MOU
they received in their board packets.
There was a lengthy discussion regarding a reversion
clause in the scenario if SMART II is not in existence. It was pointed out by
John Darling of NWPY that this is a question of occupancy of some buildings and
nothing more. The easement issue is between the NWPRA and the developer - the
NCRA is not included.
Board Action: Upon motion by Director Hemphill, 2nd by
Director Campbell, and carried (5-0), the board approved the MOU as presented
with the following modifications; change the wording in the last paragraph on
page 2 to read “NCRA or it’s operator” instead of “NWPY’s”, and, include a
reversion clause if SMART is not in existence.
3. Approval
of the Alternate Project Resolution
Board Action: Upon motion by Director Hull, 2nd by
Director Hemphill, and carried (6-0), the board approved the Alternate Project
Resolution with the following minor clerical change; remove the word “to” on
line 28.
Adjourned
for a break at 11:45 am
Reconvened
at 11:54 am
4. Discussion on NWPRA
Dissolution
Mr. Christy reported that the NWPRA approved an MOU
at their last meeting.
Director Hemphill reported that there were a number
of legal and financial issues that staff Counsel, and the Ad Hoc Committee,
will be looking into.
Mr. Christy stated that the Ad Hoc Committee has
made the NWPRA aware of the NCRA’s concerns, and they acknowledged this at
their last meeting.
Director Ripple stated that the intent is to
consummate the transfer over to SMART in June. Any particular issues with the
dissolution of NWPRA will be dealt with at that time.
Mr. Christy confirmed that any assets will go to
SMART, but those assets have yet to be determined and negotiations have yet to
take place.
Director Campbell stated that he is opposed to the
idea of relinquishing control of Willits to Healdsburg.
G.
COMMITTEE REPORTS
1. Finance
Committee Report & Minutes Approval
No Report
Director Campbell stated that the paragraph under Item 1, sentence 4 should read, “Director Campbell stated that if the two budgets are combined, separate cost centers should still be maintained.”
Committee Action: Upon motion by Director Hemphill, 2nd by Director Campbell, and carried (3-0), the minutes of the May 9th, 2003 Finance Committee were accepted as amended.
2.
Property Committee
Director Simonson reported that the Property
Committee met on May 16th, 2003 and approved the extension of the
lease at Talmage Road for an additional six months. The committee recommended
that Director Sears look into the property acquisition proposals along the A
& MR.
The Roots of Motive Power made a formal request to
the NCRA for a donation of NCRA equipment to their organization. The committee
directed staff to create a memo asserting that the equipment has no residual
value or use for the railroad or monetary value for the NCRA, and further state
approval for the donation of equipment to Roots of Motive Power, a non-profit
group.
In regards to the Property Management function of the
NCRA, the
committee recommended that Ms. Polkinghorne take over the administrative
operations of property management and directed staff to come up with a salary
structure that could resolve the property management and office infrastructure
issues.
3.
Passenger Committee Report
Mr. Christy reported that the sale of cars to the
Orient Express has been finalized and the revenue will be used to pay down
debt.
Director Hemphill reported that staff, as directed
by the board at the last meeting, hired someone to inspect the cars in the
Willits yard and secure them, and that the cars have since been secured.
4. NWPRA
Ad Hoc Committee Report
No Report
None
Adjourned
for a break at 12:20 pm
Reconvened
and entered into closed session at 12:30 pm
J.
CLOSED SESSION
Government Code Section
54956.9 (a)
Boyle Engineering vs. NCRA,
Sonoma County Case
2. Conference
with Legal Counsel – Anticipate Litigation
Significant
exposure to litigation pursuant to Government Code 54596.9 (two cases)
3. Conference
with Legal Counsel – Anticipated Litigation
Initiation
of litigation pursuant to Government Code Section 54596.9 (one case)
4. Public
Employment:
Title: Executive Director
K.
ANNOUNCEMENT OF ACTION TAKEN
IN CLOSED SESSION
1.) Item J.1 - The Board
conferred with Council and gave direction.
2.) Item J.2 - The Board
conferred with Council and gave direction.
3.) Item J.3 - By unanimous vote the Board
extended the Stand-Still Agreement with NWPY to June 30th, 2003. In
addition, the board created an Ad Hoc Committee to work with the operator.
4.) Item J.4 - By unanimous
vote, the board created an Executive Committee and directed the
committee to recruit and hire an interim Executive
Director.
5.) Item J.4 – The board
approved Executive Director Christy’s request for vacation from June
23rd, 2003 to July 03, 2003.
L.
MATTERS FROM BOARD MEMBERS
None
M.
ANNOUNCEMENT OF NEXT MEETING
Healdsburg, City Council
Chambers, 401 Grove Street
Healdsburg, Sonoma County, CA
N.
ADJOURNMENT
2:20 pm