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									                                 Minneapolis – Duluth/Superior
                                 Passenger Rail Alliance Board
                                    (First Regular Meeting)
                                 Wednesday, February 20, 2008
                                     Hinckley Grand Casino
                                         Hinckley, MN


Appointed Representatives Present:                 Alternate Representatives Present:
Dan Erhart, *Anoka County, co-chair                Keith Nelson, *St. Louis County Commissioner
Steve Raukar, *St. Louis County, co-chair          Joe Gladke, Hennepin County
Nick Baker, Douglas County - Wisconsin
Roger Nelson, *Pine County
Sara Trieber, Mille Lacs Band Ojibwe

                                                   Appointed Representatives Not Present
                                                   Robert Lilligren, **City of Minneapolis
* County Commissioner                              Roger Reinert, ** City of Duluth
** Council Member                                  Larry Southerland, *Isanti County
                                                   Paul Bergman, *Lake County
                                                   Mark Stenglein * Hennepin County

Others Present                                     Others Present
Steve Novak, Anoka County                          Jim Ausmus, City of Hinckley
Mary Beth Davidson, Hennepin County               Ken Buehler, Lake Superior Railroad Museum
Birdie Oddo, St. Louis & Lake RRA                 David Carlberg, City of Cambridge
Bob Manzoline, St. Louis & Lake RRA                Randy Lasky, Northspan Group
John Ongaro, St. Louis County                     David Christianson, SRF Consulting Group
Leonard Bonander ** City of Sandstone             Linnea Behler Mirsch, St. Louis County
Gene LaLonde ** City of Sandstone                 Alex Metcalf, TEMS Inc.
Jon Olson, Anoka County                           Chip Kraft, TEMS Inc.
Ailene Croup, Hinckley News                        Don Pflaum, City of Minneapolis
Steve Fecker, St. Louis & Lake RRA Attorney       Robin Washington, Duluth News Tribune
Don Mohawk, MN DOT – District 1
Tim Spencer, MN DOT - Rail Office
Duke Skorich, Zenith Research Group
Patty McNulty, Zenith Research Group
Sam Griffith, City of Sandstone
Mark Perry, City of Hinckley
Gary Cerkvenik, The Costin Group Inc. for St. Louis & Lake RRA
Jill Brown, Anoka County Regional Rail Authority

1. Call to order / introductions
   Co-chair Raukar called the meeting to order at 10:32 a.m.

2. Recognize and seat Board members
   Co-chair Raukar introduced the seated board members in attendance.

3. Election of Officers:
  Chair – One year term expires January 1, 2009 – Mr. Steve Fecker, St Louis & Lake Counties
   RRA attorney conducted the election of officers, calling for nominations from the floor for
   chairman. Nick Baker nominates Commissioner Raukar as Chair. With no further
   nominations, Commissioner Erhart supported the nomination and requested that nominations be
   closed. Commissioner Raukar was named Chairman of the Alliance for a one year term.

   Vice Chair – One year term expires January 1, 2009 - Chairman Raukar then called for
   nominations for vice-chair, with Commissioner Keith Nelson nominating Commissioner Erhart,
   supported by Nick Baker. Nominations were closed. Commissioner Erhart was named vice-
   chair of the Alliance for a one year term. Unanimous.

4. Fiscal Agent, Staff and Services – Reaffirm St. Louis & Lake Counties RRA as designated
   party for accounting, budgeting, staff and legal services to the Board - Following discussion, a
   motion by Nick Baker, supported by Commissioner Erhart naming SLLCRRA as fiscal agent of
   the Passenger Rail Alliance Board. Unanimous.

5. Meeting Schedule – Consider regular meeting interval, time & location in conformance with
   Minnesota Open Meeting Law - Following discussion, a motion by Nick Baker, supported by
   Sara Trieber to set the second Wednesday of each month as the meeting date, with times and
   locations subject to change when necessary. The next meeting date is scheduled for
   Wednesday, March 12th at 1:00 with lunch being served before at noon at the Grand Casino,
   Hinckley, MN.

6. Committees – Establish standing committees of the Board by resolution or committees
   established by the Board Chair – Following discussion, a motion by Nick Baker, supported by
   Commissioner Erhart to establish committees designated by the Board Chair in consultation with
   Vice-chair. Unanimous.

7. Funding and 2008 Budget
   A. Review – funding received to date in accordance with cost share formula established within
      Joint Powers Agreement - (2008 Funding & Budget attached and made part of the minutes) -
      Bob Manzoline reviewed the funding received to date by the Alliance members in
      accordance with the Joint Powers Agreement. Three (3) non-committals at this point are
      City of Minneapolis, City of Duluth and Douglas County, Superior Wisconsin.

        Joe Gladke informed that the City of Minneapolis has approved the funding of which
        $57,500.00 will be included in the total amount. Nick Baker then informed that there is no
        Douglas County meeting the month of February, but Nick met with the mayor and stated the
        funding of $19,700.00 would be forthcoming. Total funds committed to date $409,250.00.

    B. Consider approval of budget as of February 20, 2008, see attached - Bob Manzoline further
       informed that the Joint Powers Agreement is specific to a 30 day time allotment for
       contributions received. Bob then reviewed the budget that was established by the
       Coordinating Committee (which is attached and made part of the minutes). Bob then
       requested approval of the budget not to exceed the $409,250.00. Following discussion, a
       motion by Commissioner Erhart, supported by Nick Baker to accept the budget as
       presented, with adjustments as necessary when funding becomes available. Unanimous.

 8. Receive/approve minutes from previous meeting
    Consider minutes from January 23, 2008 meeting of the Passenger Rail Coordinating
    Committee – A motion by Commissioner Keith Nelson, supported by Commissioner Erhart to
    accept the minutes as presented. Unanimous.

 9. Communications

10. Reports
    A. Meetings with Federal House & Senate delegates and BNSF Railroad – Commissioners
       Erhart & Keith Nelson, Gary Cerkvenik & Mary Beth Davidson. - Commissioner Erhart
       updated the alliance board on the meetings in Washington D.C. on February 6th, 2008 with
       Congressman Jim Oberstar, BNSF Chairman Matt Rose and BNSF legislative lobbyist in
       Washington Amy Hawkins and relayed the project was well received; with train speed and
       time schedules the main focus.

        Commissioner Keith Nelson informed that further meetings were held with L E. Peabody
        and Senators Amy Klobuchar and Norm Coleman looking at the next stages of the project.

        Bob Manzoline informed that Matt Rose of BNSF freely volunteered to look at the work
        done to date on the project and perform modeling and evaluate the project and how it relates
        to their existing rail and freight operations. Bob relayed that this assistance from BNSF
        greatly reduces time, effort, cost and that their service is greatly appreciated.

    B. Technical Advisory Committee (TAC) – Ken Buehler - Ken informed the Technical
        Advisory Committee comprised of himself, Jon Olson, John Ongaro, Bob Manzoline, Mary
        Beth Davidson, Steve Novak, Joe Gladke and Lona Schrieber were in attendance by
        conference call. Topics discussed were agenda items for today’s meeting. It was suggested
        that an Executive Committee be formed and that it include the Chair & co-chair and
        representatives from Alliance membership.

        Lobbyists working on behalf of the project in St. Paul agreed to meet once a week during the
        session on Wednesday @ 9:30 a.m. in the Capitol Cafeteria. Birdie Oddo will be in charge

        of sending out notices. It was suggested that the TAC group continue to meet as they have in
        the past.

        Zenith Research Group will be at the 02/20/08 meeting to report on their “Name that Train”
        focus group sessions with a final report. Discussion on the next phase of implementation of
        the name would be a website and logo. Ken will also present plans for more input on the
        name selection at St. Louis County/Duluth Days at the State Capitol.

        It was discussed that meetings with lawmakers should be set up in Washington to correspond
        with the upcoming NACo meeting on March 1 – 5.

        Following discussion, a motion by Commissioner Erhart, supported by Nick Baker to
        empower Bob Manzoline and Technical Committee to seek proposals for website and logo
        work before the March 12th meeting. Linnea Behler Mirsch of St. Louis County will put the
        project on the County website in the interim. Unanimous.

    C. Other - John Ongaro informed that during the NACo Conference in Washington, D.C. on
       March 1 -5 that Derrick James of AMTRAK is willing to line up tickets for those going to
       the conference from the Alliance that wish to ride the Acela. Interested parties can contact
       Bob Manzoline for arrangements.

 (Item # 13 Other business- NACO Conference will be removed from the agenda).

11. Unfinished business
    A. Reaffirm Zenith Research Group agreement and payment of $6,000.00 for services –
        Following discussion, a motion by Commissioner Erhart, supported by Nick Baker
       authorizing reimbursement to St. Louis & Lake Counties RRA $6,000.00 for hiring Zenith
       Research for focus groups and report on Name that Train. Unanimous.

  B. Presentation - by Zenith Group and Summary Report for name that train- Dushan Skorich and
      Patty McNulty presented the summary report for the group on “Name that Train” of which
      copies can be obtained by request. Strong name suggestions were:

                                          Northern Lights
                                       Northern Lights Express
                                        Northern Lights Flyer
                                           Northern Flyer
                                          Starlight Express

       The results of the survey, which will end March 11 and will be posted on the Zenith website.
       The Passenger Rail Alliance is developing its own website for future postings of information
       related to the project. Lawmakers in St. Paul will get their chance to vote on Name the Train
       Feb. 25-26 during the Duluth/St. Louis County Days at the Capitol.

       Dushan mentioned that design concepts for a logo was discussed briefly with city scapes,
       northern lights, aerial bridge, loons, lakes, forests and the colors blue green repeated.
       Trademark issues were then discussed.

       Leonard Bonander of Sandstone suggested the name “Twinstar” be added to the list of names.
       Following discussion, a motion by Nick Baker, who is in strong support of the name
       “Northern Lights Flyer” to drop the name suggestions with “Express” and go with the other
       remaining three (3) names, which was supported by Commissioner Erhart to open up the
       website to suggestions under the Zenith Research Group. An amendment to the motion was
       offered by Commissioner Roger Nelson, supported by Commissioner Keith Nelson, to include
       all names in the survey, with Commissioners Roger & Keith Nelson, Erhart, Joe Gladke in
       support, Nick Baker – against, Sara Trieber – abstaining.

       ******Recess was called at 12:25 p.m. for lunch and resumed at 1:05 p.m. *********

            **************Agenda item change to New Business Item #C*************

12. New business
    C. Consider hiring consultants and Lobbyist as seen attached - John Ongaro informed that at the
       December meeting Hennepin County Commissioner Mark Stenglein made a motion to
       reduce the federal and state lobbying budget from $165,000.00 to $105,000.00 of which the
       Technical Advisory Committee then met in early January to put a package together that
       would balance a 50-50% blend between federal lobbying effort. John then reviewed the list
       for the board as follows:

Firm                    Contact              Service                Compensation           Budget
Brimsek & Butler       John Brimsek          Federal Lobby,         $ 17,500               Lobby
                                             Senate & House
                                             contacts, FRA
                                             contacts & other
Lockridge, Grindal     Dennis McGrann        Federal Lobby,         $ 17,500               Lobby
& Nauen                                      Senate & House
                                             contacts, FRA
                                             contacts & other
Jerich & Assoc.        Ron Jerich            MN State Lobby         $ 17,500               Lobby
                                             Senate & House
                                             contacts, Bonding
                                             & other
Carri Pederson         Rick Nelson           MN State lobby         $    5,000             Lobby
                                             Senate & House
                                             contacts, Bonding
                                             & other

Wisc. Strategies        Don Garner-Gerhart WI State & Fed.           $   25,000            Lobby
                                           Federal approp.
                                           Senate & House

Best & Flannigan        Dave Johnson          State                  $ 17,500              Lobby
                                                                     $ 100,000

TEMS Group              Alex Metcalf          Work with BNSF       $ 22,000                Engineering
                                              & JP Alliance to
                                              provide operation
                                              analysis for model
                                              studies conducted by
                                              BNSF Railroad.
SRF Consulting          David Christianson    Work with BNSF       $ 22,000                Engineering
                                              & JP Alliance to
                                              provide engineering
                                              for model studies
                                              conducted by BNSF $ 44,000

Joe Gladke questioned spending the budgeted lobbying amount when the Alliance does not have the
entire budgeted amount collected.

Conversation was then held on recognizing the outstanding commitments of the budget from all
parties involved. Ken Buehler then mentioned an update from Mayor Don Ness of Duluth this
morning committing to a budgeted dollar amount from the city of Duluth at $45,000.00.

Bob Manzoline informed that the total anticipated budget for 2008 by the contributing parties is
anticipated at $486,450 less the Mille Lacs Band of Ojibwe contribution at this time. To date, budget
is at $409,000 without the city of Duluth.

Following discussion, a motion by Commissioner Keith Nelson, supported by Nick Baker to accept
the recommendation of the Technical Advisory Committee for lobbying services, not including TEMS
and SRF Consulting. 6 –yeas, 1 nay (Hennepin County). A second motion authorizing administration
to enter into agreement with TEMS Inc, and SRF Consulting for engineering services to work with
BNSF for modeling the existing feasibility study. Agreements will be drafted for all professional and
technical services and brought back to the board at the next meeting. Unanimous.

C. Presentation - of Comprehensive Feasibility Study and Grand Casino Study final report –
   Alex Metcalf and Chip Kraft of Transportation Economics Management Systems Inc. (TEMS)
   along with David Christianson of SRF Consulting Inc. presented the final report for the Alliance
   with the following highlights:

      The greatest cost benefit ratio is realized with 110 mile-per-hour trains making six round trips
       between Duluth and Minneapolis and three additional trips between Minneapolis and Hinckley.
      Financially self-sustaining service is achievable with trains that travel up to 110 miles per hour.
      Significant economic impact will occur, impacting jobs, income and joint development
      Four alternatives were forwarded for further study. Costs of the different alternates range from
       $202 to $394 million. The various options brought forward offer between four and nine trips
       per day at different service levels.
      Proposed station locations include downtown Minneapolis, Coon Rapids, Cambridge,
       Hinckley, potentially Sandstone, Superior, and Duluth.

   The next step for the Passenger Rail Alliance is to share the study results with BNSF Railway,
   which owns the existing tracks in the corridor. They will provide an analysis of how the proposal
   fits with their freight operations. The Passenger Rail Alliance is also seeking federal and state
   funds to assist with development of the proposed service.

   The draft feasibility study prepared by Transportation Economics and Management Systems is
   available online at www.stlouiscounty.org/train or www.anokacounty.us.

   D. Other

12. New business
 A. Consider Comprehensive Feasibility Report findings, alternatives, recommendations and provide
     direction for advancement of project – Following presentation of the final draft of the
     Comprehensive Feasibility Study Bob Manzoline requested direction for advancement of the
     project. Following discussion, a motion by Commissioner Erhart, supported by Joe Gladke to
     review and move forward with the project and to further evaluate the 79/4, 110/4, 110/8 train
     options along with the Hinckley Casino option. Unanimous.

 B. Request Burlington Northern Railroad performs track, performance and operation modeling for
    passenger rail project – Following discussion, a motion by Commissioner Keith Nelson,
    supported by Commissioner Roger Nelson to send a letter of request to BNSF to provide
    modeling to evaluate the components of the feasibility study and express in letters of thanks to
    Mr. Matt Rose for his offer to review the report findings and also to Congressman Oberstar.
    Jill Brown will comprise thank-you letters to both. Unanimous.

 D. Consider Federal direct appropriation request as seen attached – Gary Cerkvenik reviewed the
    Direct Appropriation Request to Congressman Oberstar to continue progress on restoring
    passenger rail service between Duluth/Superior and Minneapolis/St. Paul. Gary expressed the
    importance of receiving funding for the next phase which is the Programmatic Environmental
    Impact Study (PEIS). Gary further explained multiple ways to seek this funding, which are
    traditional to seek a state bonding appropriation of $1.9 million to fund the PEIS. An alternative
    to this was discussed with Mr. Oberstar while at the meeting in Washington. D.C. The first
    request of for $2.1 million for the PEIS; $1 million for engineering assessment, corridor
    engineering work for freight and passenger rail service; and $800,000 for Rail connection feeder

     bus assessment, station design and multi-modal integration for a total of $3.9 million. Should
     state funding be received, the federal request would be reduced proportionately. After
     discussion, a motion by Commissioner Keith Nelson, supported by Commissioner Erhart to
     authorize applying for direct federal request appropriation. Unanimous. Secondly, a motion by
     Nick Baker, supported by Commissioner Roger Nelson to allow the Executive Director to apply
     for planning dollars under Federal Rail Administration (FRA) nationwide program . Unanimous.

E. Consider appointment of media spokesperson and information to press – Commissioner Raukar
    commented that moving forward with the project will mean consistent relationships and
   coordinated effort with the media. After discussion, a motion by Commissioner Keith Nelson,
   supported by Nick Baker that all communications come through board chair, vice-chair and Bob
   Manzoline and a representative from the southern portion of the line, with directive to Bob
   Manzoline to bring back a work plan for media press releases for the board to review. Unanimous.

14. Next meeting
    March 12, 2008
    1:00 p.m. with luncheon @ noon.
    Grand Hinckley Casino
     Hinckley, MN

With no further business a motion by Commissioner Keith Nelson, supported by Commissioner
Erhart to adjourn @ 2:45. Unanimous.

Respectfully submitted by Birdie Oddo.

Steve Raukar
Chair of the Alliance

                                     BUDGET AS OF 2/20/08

Federal / State Lobbying                            $ 105,000


                 Focus Group             $ 6,000
                 Logo Design             $ 5,000
                 Website                  $10,000
                 Legislative Materials   $ 5,000
                 Media Materials         $ 5,000
                 Banners/Brochures       $10,000
                 MISC                    $ 4,000

                 TOTAL                                $ 45,000

Administration                                        $ 25,000

PEIS                                                  $250,000

Engineering / BNSF / Rail                             $ 50,000

Contingency                                           $ 69,700

                 TOTAL                                $544,700

                 FUNDS AVAILABLE                      $351,750

                              CONTRIBUTING PARTIES – As of 2/20/08

                         Joint Powers                                 Amount in accordance
Member                    Agreement       Allocated Funds           with JPA funding formula

Hennepin                         Yes                         Yes                    $107,625

SLC & Lake                       Yes                         Yes                    $107,625

Anoka                            Yes                         Yes                    $ 84,000

Minneapolis                      Yes                         No    ($57,500)            $ -0-

Duluth                           Yes                         No    ($57,500)            $ -0-

Isanti                           Yes                         Yes                    $ 26,250

Pine                             Yes                         Yes                    $ 26,250

Douglas                        No                            No      ($19,700)         $ -0-

                TOTAL TO DATE                                                       $351,750

              TOTAL ANTICIPATED                                                   * $486,450

  * Mille Lacs Band of Ojibwe contribution undetermined at this time.

                      Congressman James L. Oberstar, Chairman

                                 Intercity Passenger Rail Service
                             Minneapolis to Duluth/Superior Minnesota
                                         February 6, 2008

                                   Direct Appropriation Request

To continue progress on restoring passenger rail service between Duluth/Superior and
Minneapolis/St. Paul, the St. Louis and Lake Counties Regional Railroad Authority respectfully
requests your consideration for the following direct appropriations. This effort will allow the
Authority to complete the necessary next steps in the Federal Rail Administration process and
complete essential engineering and connection work.

Funding Request:

$2.1 million          Programmatic Environmental Impact Study

$1   million          Engineering assessment, corridor engineering work, signaling
                                                          equipment engineering, and safety
                      control work for freight and
                      passenger rail service

$ 800,000         Rail connection feeder bus assessment, station design, multi-
                  modal integration
$3.9 million      Total

The Authority is also seeking state funding for the PEIS; if state funding were received, we would
reduce our federal request proportionately.

Thank you.


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