Special SAPOA Board of Directors Meeting

            Sarah Kincaid has been appointed to the Board to fill Mr. Abbott’s unexpired term until elections are held in August 2005.  She may then elect to run for her own 3 year term if she so chooses.  Mrs. Kincaid was introduced to the Board Members and those in attendance.  Sarah has resided at 81 Manzanita for 5 years.

            Sam Mrakovich Mussel Beach Road Committee Chairman presented a request from the Mussel Beach Road Committee meeting of 02-22-05 that MBRC member Barry Olson be removed from the committee, that Cecilia Eckerson be replaced by her husband Neil Eckerson and that Tom Richardson be reinstated to the committee as a permanent member. The reasons given for the request to remove Mr. Olson were that he refuses to abide with committee decisions and independently promotes a counter position to SAPOA members.  He presented a plan at the 02-19-05 SAPOA Semi Annual Meeting that was denied by the committee at an earlier meeting, as not being a plan the committee wanted to present.  A second reason was that he has dealt directly with the contractor on matters that usurps the authority of the committee functions.

            Everett Stauffer questioned “wasn't he designated as the go between for the committee and the Board”?  Mr. Mrakovich said he was not authorized to negotiate changes to the plans.  Lew Morello asked was this in reference to the settling ponds at the end of the road?  Kathleen DeStefano said that when Barry made his presentation at the 02-91-05 meeting he clearly stated that he was speaking only as a property owner and not for the BRC and its in the minutes accordingly.  Sam responded that the committee could not see how a member can promote something opposite to what the committee has decided. And then come back as a committee member.  Sarah Kincaid spoke up and mentioned that according to the Robert's Rules of Order “a member that does not concur has the same right as any other member of the assembly to present views in opposition i.e. a minority report”.  She stated he has the right to speak.  Lew Morello stated that had he been to the site it may have been of benefit to suggest construction of settling ponds to any one who would listen.  Lew said it was about time someone mentioned it.  Sam said there was no objection to having settling ponds and in fact there are some small ones in place.  Sam said Barry was proposing to go up the slopes a ways and creating a need for the ponds which would not be needed in the design concept.  Stilling basins would accomplish the slow down of water entering the beach.

            Kathleen DeStefano reminded that the issue was not the design, but whether Barry had the right to speak on his own.  Everett Stauffer said design issues would need to be brought to the Board anyway.  Dave Taney made a request that the Board reject Sam Mrakovich’s and the MBC request to remove Barry Olson from the MBR Committee.  So moved by Everett Stauffer and seconded by Lew Morello.  The motion was passed unanimously.  Pastor Na said he had been out of the country for 2 months and did not feel well enough informed to vote.

Sam Mrakovich asked if there was a reason Barry Olson stays on the committee that could be stated for the record.  Dave Taney said because the Board of Directors approved his remaining.  Everett Stauffer said because we find no reason to justify removing him and everything he did was within his right to do so.

Dave Taney said he would like to make a follow up request, that Nancy Drake and Larry Werner be removed from the MBR Committee for reasons stated in writing in the handout letter.  Nancy Drake questioned again the issue of Barry Olson and the committee.  Dave Taney and Kathleen pointed out that that issue had already been dealt with.  Nancy continued to address her concern that Barry’s $200,000 plus presentation would scare members into opposing the Beach Road plans.  Dave said that Barry clearly labeled his material as a draft proposal and as his own “minority report”.  Dave said Barry had every right to present it and that Dave had OK’d it and placed it in the 02-19-05 meeting handouts.  Everett Stauffer made a motion that the Board removes Nancy Drake and Larry Werner from the MBRC.  The motion was seconded by Lew Morello.  The motion passed with 6 yeas and Pastor Na abstaining.

Dave Taney presented a proposed new roster for the MBRC for approval by the Board.  Dave read the list.  Kathleen DeStefano moved to accept and Irma Martin seconded.  Motion passed with 6 yeas and 1 abstention. 

Dave Taney presented to the Board for approval a new Structure and Function Statement for the MBRC.  Dave gave the Board members a few minutes time to read the material.  Everett Stauffer moved to accept Dave’s request and Kathleen seconded.  The motion passed 6 yeas and 1 abstain. 

Everett Stauffer stated that, at the 02-19-05 Semi Annual Meeting some decisions were made that need to be carried to the next level.  They were a $4000 addition to the MBR Contract for crushed rock and a $3000 discretionary fund for the Committee.  Everett said they were contrary to the ballot that had previously been put out.  Everett read the ballot and pointed out that the ballot had a not to exceed clause of $ 124,498 and happens to be all the money we have committed to the project.  Everett also pointed out that the contract includes all preparation for final paving of the road.  Leveling of the road is also covered.  Everett stated that the ballot also states that the paving will be completed within 2 years.  The issues voted on in the 02-19-05 meeting are in addition to these funds.  Therefore, we must go out with a mail ballot for full membership approval.  Everett asked if everyone understood, had questions, or other input.

Sam Mrakovich stated that the pre leveling $4000 expense is typically a paving expense.  Everett said you normally do not put that expense out ahead of time and it is included in the plans to be done less paving.  To spend it now would be doubling that expense.  Dave Taney spoke up and said that we now are increasing our expenditures by $20,000 over the original ballot and that amount should go to a ballot of all members.  Everett said the ballot should be a 3 area ballot.  Dave mentioned to Sam Mrakovich that in the past that Sam had requested similar approaches and should support this approach now.  Dave referred to a letter Sam had written in July of 2004 promoting a full member ballot.

Sam questioned whether the previous 02-19-05 Meeting votes were out the door.  Dave responded that he felt that those votes were to small a segment of the membership to constitute a mandate.  Everett Stauffer said that those votes gave a direction and that the direction leads us to a balloting of the full membership.  Everett stated that the ballot should list each item separately for approval and have pro and con statements.  Sam said that you are essentially putting the technical decisions in the hands of all 400 members.  Everett responded that they are the ones paying for it.  Dave Taney interjected, that we are giving them an opportunity to voice their opinions.  Sam said, well I have confidence that they will come through as they have before.  Dave and Everett agreed.  Lew Morello requested that the new ballot mentioned that the majority of the members at the 02-19-05 Meeting had approved these issues giving them some insight as to that vote.  Everyone was in agreement with Lew’s thoughts. 

Lew asked about the plans calling for the crushed rock overlay and where that was mentioned.  Everett pointed out on the plans, the specific reference. Calling for a 2” top course over 8” of gravel.  It is noted that CDF could be used in lieu of the crushed pre level.  Everett said that the contractor had used 2” spalls and mud as a filler and had not followed the plans.  Lew Morello asked who was responsible for telling the contractor about the problem.  Everett said the BRC.  Dave Taney spoke up and said that Barry Olson had been appointed by him to that task.

Jim Conquest asked if this was part of the paving and we don't yet have a cost for the paving.  Everett responded, yes it’s part of the paving and no we don’t have a cost yet.  Jim said if we don’t have a price how can it be paid twice.  Everett responded that it is figured into the original $ 124,000 and if you look at the contract description of work it is designated that except for final paving --- the only thing removed is final paving but not the prep for paving.  Sam asked Everett to re read the previous reference to CDF.  Sam and Everett debated the pros and cons of the various methods.  Jim Conquest spoke up and mentioned that he has a lot of experience in road building and that he felt a layer of crushed rock would seal the road surface.  Everett said that he wasn’t saying the crushed wasn’t needed, just that we shouldn’t have to pay more for it.

Dave responded to Jim Conquest, that the contract was structured to be a cost plus 10% for materials and estimated labor rolled into a $125,000 package.  Now we have a %125,000 package.  Nobody wants this project to stop or be delayed.  We just want it to keep moving and have the blessing of the members.  On top of that we are running into invoices that should have been $400 plus cost that are $800 plus cost and in one case I requested information on an invoice and still weeks later have no response.  We intend to look into the invoices and make sure what we are paying for is what we’re getting.  The end result may be no change or maybe we actually owe the contractor or he owes us.  We just want it to be fair and per the contract.  Everett again stated that his point is he just doesn’t want to pay for something twice.  Dave pointed out that we actually should owe the contractor now for some material such as CDF, but he needs to submit invoices so we can pay him.  The CDF was $7,000 and we may owe him for half of that.  Everett gave Sam Mrakovich a list of items we need from the contractor to bring our account up to date.  One of those is a list of his suppliers to be sure we have lien release on all purchased material.  Particularly invoice 65 which has some items marked out.  We are unable to determine the cost and we used 4” pipe not 6”.

Everett expressed his concern that the BRC leadership had more concern for the contractor than Sunshine Acres property owners.   Everett stated that we need to get the contractor back on the job and following the plans.  Sam Mrakovich asked if the Board was completely ignoring the responses of the members.  Lew Morello stated that he had not been down the road but wondered why the contractor had not been working regularly on the project.  Sam said he had a report but apparently the Board didn’t want to hear it.  Lew said the Board would be remiss if we didn’t ask all these questions because there seems to be a lot of them.  Lew said if he had a contractor building a house for him and the contractor said it would be done in 6 months and after 6 months it was just framed he’d be asking questions to.

Dave Taney stated that the Board was not saying or implying the BRC or its members had or has any complicity in these issues.  We are just saying we are not getting definitive information we need to make good decisions and judgments.  That’s all we’re asking for and particularly in the case of marked out invoices.  If it comes out we owe him money that’s OK, we just want to pay what we rightly owe.

Everett brought up that one other item that came up at the 02-19-05 Semi Annual Meeting was a proposal to borrow money from the contractor to pay for any shortfall at 7.5%.  Everett said that he had found several people willing to loan us the money at 1.5% simple per annum interest. With 1 stipulation.  That the money be repaid with the first available funds received except for actual emergency funds as determined by the SAPOA Board.  Sam Mrakovich asked Everett if he would care to reveal the names of those individuals.  Everett said no.  Sam asked how the members knew that offer was credible.  Everett said you have my word.  Sam did not accept that.  However, Dave Taney spoke up that he was one of them.  Steve Shanow said he was one and Everett also acknowledged he was one.  Sam said this should have been brought up before.  Everett and Dave said it was not on the table at the 02-19-05 Meeting and several people said they did not get handouts at that meeting.  Dave said anyway the current offer is a better deal.  Sam said we may not need it and Dave said lets hope not.  Sam asked Irma what was in the BR account currently.  Irma Martin responded $ 43,000 available with today's receipts not opened or recorded.  She said she would know more in 1-2 days and Sam could call her for an update.

Bill Andrew asked what we had paid and wondered if we weren't going over our original $125,000.  Everett said we had paid $85,658 with all the additions we owe another estimated $55,000.  Dave said that’s why we’re sending out a ballot.  With the discussions we have generally decided that the rock retaining wall is a needed item, I’m just not happy how it came about.  The crushed rock probably a good idea, we just want to pay for it once.

Dave Taney mentioned that the average return on a ballot is 50-65% and we just would feel better if we had the approval of 60% rather than 20% of the members.

Bill Andrew asked if Clallam County had responded in any way to the complaints received on the Beach Road 200 ft zone.  Dave said that Win Slota the compliance officer involved had called this afternoon and simply said no discussion had taken place yet.  She was waiting on information from us that we are obtaining from Clark Land tomorrow.  Bill wondered if we assumed any liability by paying for the rock wall before we had a county decision.  Dave responded that we should set back and wait for the county and then follow their lead.  The county has just expressed that they wished we had given them the opportunity to inspect the site before we started work.  Now they can not determine the original condition.  Dave said that’s why we’re going to Clark Land for their materials from 2002.Bill said maybe we should wait to vote until the county makes a decision. 

Irma Martin interjected that she thought we were up to $ 10,000 in prepayment of BR dues.

Lew Morello asked, was the county aware of the stilling /settling ponds at the road end.  Dave said yes, they know they are temporary.  However, the county has made it clear we will have to deal with the DNR, Shoreline Permitting, and Critical Area Compliance's when we get into the 200 ft zone.  We’re OK now!  Bill asked how they measure the 200 ft.  Dave responded, from the bulkhead pilings towards the road.  Dave said his gut feeling was that the county was trying to work with us, not against us.  Jim Conquest said, we may get into trouble if more people keep going down there and asking questions of the county.  Jim said if someone derails us, are they willing to pay the extra costs to SAPOA.  Everett responded that everyone has the right to question the county.  However, by us responding the county can tell them they have looked into it and we’re Ok or whatever.  Dave Taney said he will continue to be the point man with the county since he had made the original contacts in 2002.  Ken Clark from Clark Land was also party to those conversations and can help.

Barry Olson asked, now that I’ve been ordered off the Beach Road property and asked not to go done there by Dave Taney; he still felt that contact should be made with the contractor to keep things on track.  He called the contractor and asked when they could talk.  Barry said he had emphasized to the contractor to stay out of the 200 ft zone.  Barry instructed the contractor to call if he had questions.  Dave said, I just hope he stays on the project.  Sam Mrakovich said I hope he stays with the plans and gave a copy to Dave for the county.  Sam also presented some BRC expense vouchers to Irma for reimbursement.  Barry, Sam, and Dave discussed the stilling bases and 200 ft zone in more detail.  Sam again stated that measure we are taking should result in clean water entering the 200 ft zone.  Dave said you don’t need to convince me or the Board, you need to convince Clallam County.  Sam said, with the county do more listening and little talking.

Everett Stauffer asked Sam, when can we have a meeting of the new BR Committee.  Sam said he would think about and wondered what the purpose would be.  Everett said to get the new members up to speed.  Nancy Drake responded, you know everything now.  Dave Taney said that he and Sam would work something out.

Dave Taney stated that any and all actions taken tonight should not slow down the contractor one iota. In fact we’re telling him he has money coming he hasn’t asked for, he has good weather, and no equipment problems so what’s his excuse now.  Sam said well I have a retaining wall invoice, but you don’t want to see it even though the membership at the Semi Annual Meeting.  Dave responded, Sam we’re not saying were not going to pay it, were just asking for the blessing of the full membership.  He’s got CDF and other material and labor he should be paid for if he would just submit invoices.  Dave asked again what’s his excuse now.  Sam responded, he has no excuse and I was prepared to report that he plans to be out of there and finished in 3-4 weeks.

Cecilia Eckerson asked, he will finish according to the plan?  Dave Taney said yes and he has had opportunity to discuss that with Barry Olson.  Sam should have a letter to the contractor designating Barry as the MBC point man and contact for the contractor.  Dave asked Sam, don’t you have a copy and Sam responded, yes.  Dave said copies were sent to Sam, the contractor, and Barry.  Dave said he put Barry in Steve Ramsey’s place after Steve stepped down due to health problems.  Cecilia and Sam said that during this time the culverts went south, meaning they varied slightly from the plans.  Sam said that he had corrected that today and the contractor was back on track.  Dave interjected that there should be no impediment to the contractor now and he should have clear sailing.

Everett mentioned that nothing should be changed without a change order and the contractor should have one for a change where Steve Ramsey had approved the center turnout going from 24 ft down to 20 ft.  Dave agreed and mentioned that in the contract there is a section that gives the contractor to do the job as he chooses providing the end result is OK per the blueprints.  If he does differ from the prints he needs the approval of the Board and Committee.  Neil Eckerson asked about stakes that had been placed in a manner that changed the location of the silting ponds an wondered who had done that.  Everett said the contractor had put in the ponds to control mud in the 200 ft zone.  Neil wondered if they were temporary.  Everett said yes, but possibly they could be left also.  Dave said that the county’s decision could determine what happens.  The county has been told that they are temporary and are just there to control silt now.  Neil asked Barry Olson if he wanted to address the issue.  Barry said he was somewhat confused about the culverts going south.  Cecilia said that it was just an expression and it was really east.  Barry said the contractor was simply following the path of the perf pipe that was already buried.  Barry said he had staked the silting ponds and planned to discuss them in the committee meeting but got shot down before he could.  Barry also said he hadn’t had a chance to talk to the contractor because the contractor had been off site for 8 days and now the committee had told Barry to stay away.

Dave Taney said that with 8-10 Committee members and 7 Board members we don’t need everyone on site talking to the contractor.  We need one or two people designated to interface and work with the contractor.  Change orders and feedback to the Committee and Board would be the main responsibility of those individuals.  Bill Andrew interjected, that technically the project is the contractors until we buy the job.  Dave said that the daily report he’s been receiving from Barry is what he expects.  Not once a month or every couple weeks.  Dave wanted at least twice weekly.  Sam Mrakovich asked if the Board was going to make individual duty assignments for the Committee.  Dave responded, no we’ll discuss and work that out.  Sam said that the Committee had voted to make Neil Eckerson the interface person.  Dave responded that he recalled that Neil would assume that duty only if Barry was forced to resign.  Neil said he would accept if Dave wanted him to do it but it looks like Dave wants Barry to do it.  Dave said I have no problem with Neil doing it but he saw no reason to remove Barry. Since he was not resigning.  Sam asked does the committee have a choice and Dave responded, yes.  Dave said it’s a Committee decision.  Lew Morello said that he was not in favor of changing horses in mid stream.  Dave reiterated that the Committee needs to get together and decide and Dave would buy the result of that meeting regardless of who was chosen.  Dave said that we wouldn’t be having this discussion if Steve Ramsey hadn’t become ill.  Steve would still be in that position and neither Barry nor Neil would be in the picture.  Kathleen DeStefano wondered if changing people would upset the contractor.  Dave said that’s possible if we switch every 5 minutes and reminded everyone that originally Everett and Sam had put together the contract so the contractor was familiar with them. 

Everett asked Sam if he wanted to comment on the contract that Sam had put together.  Everett felt the original was poorly drafted.  Sam said that the contractor was unhappy with Everett and wanted no contact with him.  Everett said that the contractor would have to see him since he had put the contract together and was going to close it out.  Dave asked Sam to obtain that in writing from the contractor. 

Vicki Taney said she thought it was unfair that most Board Members had not been given copies of the handout that was voted on in the 02-19-05 meeting.  Dave and Kathleen said they did not get copies.  Everett said a number of people didn’t and did not really clearly know what they were for.  Larry Werner disputed the allegation.  Dave stated that poor communication between the Committee and the Board was partly responsible for tonight’s actions.  Dave said that he was not always notified of BRC meetings or was not always aware of time and place.  Larry said he had e mailed notices.  Dave said he did not receive the one in dispute.  Dave said that he wants and will have a BRC that works in harmony with the Board and isn’t there to circumvent it, go around it, buck it, etc.  Dave said he would not settle for less than a Committee that works in tandem with the Board.  That doesn’t mean everyone will agree.  Dave said that in the 4 years preceding July 2004 the BRC had worked together without raising everyone’s hackles and heated disagreements, it was a cooperative atmosphere with people willing to compromise to reach a solution.  Dave said he had not seen anything close to that since, but we’re going to get back there or else.  Dave said that he had recently watched a movie called The Road to Perdition and that is how he’s looking at the Beach Road.  The Road to Hell.  Cecilia said your not the only one and Dave agreed saying it hasn’t been fun for anyone and it’s time to change that.  Sam said the project has been fun, but the politics haven’t.  Dave agreed 100%. 

Lew Morello said he would like to jump in and say he could care less about the politics, but would like to express his support for Barry Olson and that any ideas Barry has expressed were in the best interest of the property owners.  Cecilia asked if that was before or after knowing Neil’s qualifications.  Lew responded, before or after and that he had e mailed Barry expressing that support.  Dave again expressed that we wouldn’t be talking about Barry vs. Neil vs. Steve if Steve hadn’t gotten ill.  Steve would still be doing the interface job.  Dave said he was happy with Steve.  Neil said he had some issues regarding differences of opinions to discuss.  Dave said that could be worked out in a committee meeting.  Lew again stated he was just expressing his support for Barry.  Pastor Na spoke up and said he had been out of the country for 2 months and he didn’t have knowledge of what had transpired and wanted to remind everyone that we’re neighbors and should be caring for each other.  Politics aside we’re all trying to live in harmony and I’ll serve anyone even if you hated me.  Dave said, we’re all in favor of this project.  We’re not trying to stop it.  My concern is looking after 403 property owners dollars and I want the best road as quickly as possible for the right price.  If that’s $125,000 that’s great.  If it’s $145,000 that’s OK to.  Dave said that change orders were expected.  We didn’t expect to get through this without some surprises.  The surprises aren’t the problem, getting them handled is the problem.  We just want to pay for what we’re really getting.  Everett said, we just want what the contract calls for on a not to exceed basis.  Dave said 5 years from now we don’t want to go back and have to redo some of it.  Dave said, a lot of us on the Committee myself included have worked hard for 4 years to get here and we’d just like to have it done and over with.  

Barry Olson asked, am I still interfacing with the contractor till the committee changes it or is Neil.  Dave suggested that Sam take that responsibility for the moment.  Dave said, this is not an edict but why can’t Neil and Barry work together on this.  Everett reminded Neil that we need a change order on the middle turnout.  Neil, Everett, and Sam discussed the details.  Dave said we need to do what ever we need to do to keep this project moving forward.  Neil asked if it was OK that he submit his reports to the MBRC Chairman who would in turn forward them to the Board.  Dave stated that the committee chairmen reports to the Board so that’s the way it should be. 

Bob Eberhard spoke up and said that change orders should be in triplicate with the Board and Committee receiving copies and Neil and or Barry keeping a copy.  Dave said that the contract spells out that change orders must be signed by the contractor and the Board.  H.L. Font asked, back to the change orders, the retaining wall does it need a change order?  Dave said yes, we have an invoice but no change order.  Everett asked, do we want it as part of the original contract or as a separate item like the sewer relocation.  Sam felt it should be a separate item.  Everett felt it should be a part of the original contract.  Neil felt that the contractor should originate the change order.  Bill Andrew stated that the contractor should originate the change order and thereby assume responsibility for it with the county since we did not order it.  Dave agreed and Everett again stated his desire to keep it a separate project.  Bob Eberhard asked if the wall was on the road property and Everett responded yes.  Everett also explained the history of the 1996-97 land slide.  Bill Andrew mentioned the Bob Martin 2002 letter and that it called for no expansion of the road.  Jim Conquest asked if there were environmental issues associated with the wall.  Neil offered that the wall was an enhancement.  Dave said our best bet is to set back and wait till the county makes its move and then follow its lead.  We can wait on the change order until we need to write checks in 30-90 days.  Bill Andrew suggested we wait to pay until the county acts.  Dave said for now it’s the contractor’s baby.  Again let’s wait on the county.  Tom Pysher asked if SAPOA had talked to our attorney.  Dave responded no, just for the original contract.  Pastor Na said, I don’t know much about building a road but I’m experienced in change orders.  Anything that changes the scope of the contract requires a change order.

Kathleen DeStefano made a motion to adjourn the meeting.  Lew Morello seconded and the motion passed.  Meeting adjourned at 9:25 p.m.