001Yeah. >> Hi Brad. Hi Dan. Hi Deborah. Hi Josh. Um I'm going to go ahead and call the meeting to order. We do have a quorum. We have six of us here. Roxan was unable to attend. Um do the pledge of allegiance real quick. Mike, you want to do that? >> Pledge of allegiance. United States of America and to the republic for which it stands. One nation under God, indivisible, with liberty and justice for all. >> Introduction of visitors. We don't have anyone here. So, um our our our next item is public comment. I'm going to put public comment after the action item because I think Dan wants to address some of the things that we would talk about after after the action item. So, the action item is the board consideration and possible action
002to approve the proposed settlement agreement of the VSI litigation matter. Brad, you're up, man. >> Sure. Um, I sent around the proposed settlement agreement today. Uh hopefully you all got it. Um just I think I put in my email this is a very standard form agreement that we use in probably 98% of settlements in the state of Montana. All this stuff is general boilerplate terminology. Essentially, what it means is that in exchange for the district receiving $915,000 in combined funding from the various parties, um you will kick back $115,000 to ESI for their final pay application, uh which would net the district $800,000. In exchange for all of that, you're releasing all claims you have against the folks in the in the lawsuit. they're releasing their claims against you. So, everything's uh tied up or
003closed up with ESI, Williams, NE45. Uh you can then use those funds that you're getting plus the additional um balances that are still available on those other two accounts, which I highlighted in my email to the group. Um use those funds to effectuate the repairs that are necessary. Dan's your guy for giving you a breakdown of what he thinks things might look like in terms of um fixing the building, but um the the mediation itself was a long two-day process. Myself, Gary, and Dan attended both days. They were full days. We didn't see the mediator a lot because most of his time was spent trying to scrge up money for on our behalf. Um I think it was I think it was touch and go for a while. I talked to the mediator on the
004first night and I don't I think he was fairly pessimistic that we could get a deal done but uh he worked really hard um and was able to get us what is on the table right now. Um we did we had discussions internally amongst myself, Gary and Dan with the funding that's still available on the bond which is about 170 and change plus that leftover on the hail damage and then this 800. Dan feels comfortable that you'll be able to effectuate the fixes you need to to have a building that operates the way it should be operating. So, I think there's confidence from Gary, myself, and Dan that you you you'll have enough funding to to get the building you need. Um, it's not I know it's not the building that you paid for. Um,
005you know, it's going to look a little differently with the uh exterior metal shell that will be placed around some of the building to prevent the air and water intrusions that are currently plaguing the building. but you'll have a building that operates appropriately um and that your students can use. Um so, um I don't know if the only question I got back was from Gary Love who asked what happens if somebody can't pay. I don't have any concerns. All these parties that were in this case except for Williams had insurance. Their insurance carriers will pay what they're obligated to pay. Uh Williams, I have zero concern that they'll make their payment. Um, if somebody doesn't make a payment, we can sue for breach of the agreement, but I I don't foresee that being an issue
006whatsoever. Um, I think that was the only question that was raised from Gary Love. I didn't know if anybody else had any other questions. Um, we are in an open session, so none of this stuff is privileged. If so, if people have any hard questions, um, we might need to get Deborah involved to figure out what we should do. But that's it from a nutshell. Well, if people have questions about how the mediation went or anything, we could talk about that as well. >> Brad, did I read that um they have to pay us the full 915 within 45 days and then we have 15 days to pay them back the 115. >> Correct. Yes. >> All right. And Suzanne, that once we receive that money, we can earn interest on that, I guess, can't
007we? Which would be good. You know, I would think I don't know what rates are. I think I don't know if that's in money market or if the county puts that money in CDs when you know, Phil, what they do with the county money CDs? We used to have CDs. >> But, you know, we should earn on 800,000. We should earn 20 to $30,000, I would think, in interest by the time we have to start doing payups. So, um, and Dan may speak to it here in in a minute, but he was hopeful that maybe in March when it started to warm up that they could start doing a lot of the outside stuff before school got out and then um go inside and finish what needs to be inside and pull the windows and
008those sorts of things maybe when school got out. So, >> then we'd be ready to go in the fall, which would be really cool. And so I did want to tell you guys what a tremendous job both Dan and Brad did. They just dynamite and had all the facts and figures and when the mediator would come with something that we didn't agree with, they were right on top of it and they did a super job for the for the school. So, I think Brad did send around what we still owe um him and um >> Taylor. I think you guys saw that. I think >> y >> roughly comes to about 50 grand, I think, between the two entities. So, >> yeah, between us and Taylor, it's about 50 and then we'll owe the mediator
0092,2500. It's tough to tell. We had, I think, nine parties. They're splitting that bill nine ways. And um so it's around that that rough estimate there, a couple grand more and then whatever Dan's got on top u but around between myself and Taylor you're um yeah around 50 grand. >> Okay. Does anybody have any questions for Brad? >> The the one thing I did I I highlighted in my email. I just want to emphasize it again right now. There's a non-disparagement clause in that agreement that goes it's it's mutual. So there's to be no smack talk um degrading comments made about ESI any 45 or Williams. And that applies both ways. I I know everybody that's sitting in that room probably feels some anger um some eye towards some of those parties. uh understandable, but
010it it just can't be voiced um going forward. Um we're we're we're reaching a deal here, going our separate ways, and hopefully fortunate path forward to to get you guys a building at your health, your your uh desire of so. >> Okay. If nobody has any questions, I would entertain a motion to accept the settlement agreement. to accept the settlement agreement that we've got that we've been given from the mediation. >> Okay. >> Second. >> Been moved and seconded to accept the settlement agreement for $915,000 with us paying back $115,000. So, we'll give net proceeds of $800,000. Is there any discussion or questions? All those in favor say I. >> I. I those opposed passes unanimously. >> Under public comment, um Dan, did you have some things you wanted to say? We >> we did
011>> everyone did get a copy of your um processing steps. So, we do have that. >> Perfect. Well, so guys, I just took a little bit of time um over the weekend and just kind of was thinking about steps and obviously we've been dealing with this building in its capacity for way too long. And so my goal would be to hopefully try to accelerate our next steps to get to a solution. um you know we had the assistance of a a larger general contractor come in to help us put the budgeting together and in that you know not having a lot of information and making a lot of assumptions. So assumptions mean they're going to add quite a bit of allowance to all of their numbers. They're also going to add a considerable amount of
012contingency. I did the same on some of our soft costs. That's where that dollar amount got to the the value where we started. So, um I think that throughout this process, we had um a design partner in any 45 um that that really tried to work as best they could on our behalf within the bounds of what their contracts allow. Um my recommendation and I kind of put in the um the document I sent is I would I would love to reach out to them understanding that they you know had offered to assist in a solution even you know with with their contrib you know contribution in the settlement as well showing that good faith that hey we want to make sure the building works right. they want to maintain their reputation as a a
013quality partner. Um, I feel confident that that that I can manage the expectations to them. So, I I wanted to kind of pose to the board that I'd love to engage with them to to show them that in good faith that we'd love to have you come and help us be a solution to the building and the fix. Um, I obviously wouldn't approach them if you guys aren't comfortable with that, but I'm more than comfortable to engage a conversation with them uh to see their interest in coming in and being part of the the fix. Um, and you know, so over the next couple weeks, what I would do is plan meetings with them, start to develop kind of an idea and request a proposal from them on what it would take to kind of
014develop a concept and some scope documents that then I could go out to the public in an RFQ process for selecting a general contractor. We need a certain level of documentation. so that they can put a proposal together. Um, but I think the sooner that we can get them on board, meaning a general contractor, they can actually help budget and drive our scope to a dollar amount that we can afford that's going to be the right solution for the district. Um, so that's why I wanted to put this in front of you to hopefully have some things that we have some actionable items in October for your regular board meeting, which would be engaging and get getting them contracted to start developing scopes, sketches of what a solution might look like that then I can
015use for the solicitation of a qualified general contractor. Um, does anybody have any concerns about maybe that approach? Uh, the other way we have to do it. If not, then I would have to advertise for a RFQ for an architectural services, which then could delay us to get somebody on board till probably November, which then just kind of pushes the start of the project out further into the spring. uh maybe we wouldn't get as favorable pricing as we might if we can get this somebody on board and bid something in March uh versus doing it in June or July uh which is what some concerns I have um so that we can actually get this building functioning the way it was intended uh in the original construction. So, I thought I would pose that question.
016Um, if there's concerns, obviously, I know lots of architects. I know lots of people that would love to be a partner, but I think with them still willing to to donate some money that for some of the work that maybe was a miss on the first phase, um I I feel that this is a way that we could bring them in and they could uh go away from the project feeling good about what what's there. I think they did a bangup job on BW Lodge when I worked with them. Um, and so that's my recommendation, but I thought we'd have a if you wanted to have a dialogue about it, this might be an opportunity for you guys to ask me questions and then I can kind of step through maybe a little bit of
017a proposed schedule of events for delivery. Um, it's not an action item, so we can't um Oh, that's true. But I think as a consensus from the board, as far as I am concerned, I would feel fine with you talking to NE45 and just seeing if they could put together a proposal. I don't know how the other board members feel, but um do all of you feel okay with Dan visiting with any 45? Could >> Could I could I jump in and give some public comment on that? >> Yes. >> So, yeah. and and I I appreciate and I I I can completely understand the the sense of urgency because our constituents and and our students they've been waiting a long time for a building that functions the way it should. However, I do have
018some experience with capital outlay little over 3.3 million in Brockton and a few hundred thousand when I was in Sanders County at Knox. And and if there's one thing that I've learned in the process is that sometimes patience is the best practice. And I I feel like I'm uh relatively qualified as a kind of a a unbiased neutral um spectator of this coming in with with you know as not being involved in the process before. And what I would would would just caution everybody is I don't think there's any reason to rush. Um I don't think there's any harm and I will defer to Dan on this in looking at other bids for other architects. Again, I I understand and and there do a quick Google search there. There are over a dozen and you
019know in the the metropolitan areas alone from Bosezeman to to Billings and and uh to Missoula. So I think that there are are are several architects out there. Uh, I would certainly not discourage any 45 from from offering a proposal, but I I I don't know if it would be the best practice to just to hurry up and get the best product um or to maybe in, you know, and and and just see what happens with any 45 or to maybe at least consider some other options and and maybe in the end with any any 45 is this election. But I think uh sometimes I'd rather I wouldn't I would caution being hasty and uh and maybe just consider what may be out there and I'll defer to Dan uh if he wants to provide
020any more information on that or any comment. >> Yeah. No, I'm >> Do you guys mind if I jump in here real quick? Just in terms of processes, you have to remember that during the public comment segment of your board agenda, it's intended for a member of the public and that can be of course Mr. McGee to provide comments. You cannot engage in dialogue and deliberation back and forth on this issue. It would be a violation of the open meeting laws to do that. I think if you want to engage in a more meaningful dialogue about this issue, I would suggest that you have a special board meeting scheduled um properly noticed where you can discuss the options. And I think you guys know as as Dan pointed out, you there's really two ways to
021go on this. It's through, you know, the the traditional bidding process. And remember that architects are are removed from that bidding procedure under 20-9-204. And then of course there's the alternative delivery model project um under title 18. I would just encourage you to maybe noodle on both what Mr. McGee has indicated as well as Josh and put this on an agenda for a future meeting. I agree, Deborah. Um, in in the hurry to get this moving forward, you know, I just want to provide some information. So, it gives me some uh information to feedback to uh to the group as a, you know, potential items for the uh October 20th meeting. I planned on attending that one in person. uh and maybe I can come in with a little bit more, you know, finite detail
022of those two processes um and have a better dialogue with the group at a at a recognized meeting where it's a a topic of discussion where we can have a little bit more dialogue. >> Deborah, how do you feel we should proceed with this? I mean, should we have a have a special meeting >> prior to our October 20th regular meeting to discuss the architectural um constituents or do we do all that at the regular October 20th meeting? >> I think that's up to you guys in terms of how expedited you think that this might need to be. Um, and Gary, I'd leave that up to you and Josh and maybe even Dan to decide that. Um, but definitely would not go into an in-depth discussion about it tonight. >> Understood. When we if we
023do have a special meeting or the October 20th meeting, do we go to into executive session to discuss the hiring of a architect or is that have to be done in open meeting? >> There would be no basis for closing a meeting down to hire an architect. That would be all in an open session. >> Okay. Dan, how long do you envision it would take to talk about um getting an AR architect going and whatnot? Should we have a special meeting so we could just talk about the architects as opposed to trying to do it at October 20th? >> You know, that's up to you on your your time frame on on the availability of the trustees. I've got a bit of travel. um the early, you know, early in the month. So, the 20th
024actually worked out to be a pretty decent time frame to be available to be in in person for a deeper discussion. I don't know maybe it and Deborah this you might be able to help me on this but could it maybe there's a a building committee or a a building meeting that's held earlier than your regular scheduled meeting that then feeds into information to the bull board. I don't I'm not sure of those legit >> that's definitely a possibility. Okay. So we could have a a sub meeting Deborah with a could appoint like three people to have a a pre architectural meeting with Dan then. >> You could do that. You'd still have to notice it up as a committee meeting, but you definitely could do it >> and then that committee if you wanted
025to could make a recommendation to the board um at your regular October meeting. D, what um when you look at your October dates, what kind of dates do you have available that we could have a special meeting? You have your calendar there. >> Yeah, I just pulled it up here. Let me look. Um, I could do it actually I I could do it the any time after the the 7th of Octo. I could do it the week of the 6th, but it'd have to be uh the Tuesday through Friday. Um, or I could do it uh the 15th or 16th of the following week prior to the 20th. >> Okay. Kind of >> I'm going to be gone the 6th and 7th and then I'm going to be gone from the 13th through the 17th.
026Um, I I would be available like the 8th or 9th of October. Um Deborah, how how many people should be at that meeting? Should that be a full board or if it's just a committee meeting, just three or four of us could do it as long as we advertised it? >> You should either schedule it as a regular board meeting and anticipate a quorum of the board or you should anticipate that it would be a committee meeting with less than a quorum of the board present for that meeting. Either way, of course, with committee meeting, we couldn't do action items anyway, but it would just be a discussion meeting regardless of how we did it. Correct. >> You could, depending upon how formal or informal you want to be, the committee could uh decide that
027they would be bringing a recommendation forward >> for the board's consideration at its regular board meeting. And I do think that um just based upon what Josh just said too that he should be a part of that >> committee meeting. >> Um I guess I kind of like the idea of committee meeting. How does everyone else feel about that opposed to a full meeting or full board? It doesn't really matter to me. It just would if we did the full board, we just would have to have a quorum. It was all It might be nice if we were all involved if if we could have one so we could hear what Dan had to say. >> I think that's a great idea. >> Okay. Does the 8th or 9th of October work for >> Wednesday,
028Thursday. Either one of those days work for you, Chris. >> Should be fine either way. Yeah. >> Lori. >> Yep. They work for me. Either one. >> Cole. >> Yeah. >> Bill. Josh. Do either one of those days work any one any better than the other? Dan, what day works best for you of those two of the eight or the ninth? >> You know, really either is fine and any time of day as long as I have I I know it's there. I can I can be in so we can do it earlier than later or later if whatever works. I'll just clear those two days for now. >> Would you guys like to do an afternoon meeting or an evening meeting? What works better? >> What's that? >> Me, too. I guess I would
029prefer evening, but I can work with whatever the board decides. >> Yeah, same. >> Dan would have to get back that night. Would like a would a >> Gary, don't worry about me. Don't worry about me. >> Would Would five or six be too early for Cole and Chris, or would either one of those work? >> I can make it. >> We could bring in some pizza or something, you We could meet like a Do you want to meet at 5 and just try to bring in some pizza? And what would it take then? A couple hours you suppose? Yeah, I would say I' scheduled for an hour and a half for sure just to really get it all out there and and then that will allow me to give a real clear picture of
030one way versus another and then talk about the the selection process or qualifications if we're going to go out and ask you know additional folks to to participate. Okay, Deborah, where we had a full meeting then um on our agenda, we could put that a possible possible action item for the hiring of an architect. We could put that in the agenda. Is that correct? >> Yeah, you could word it something along the lines of consideration and possible action on uh architectural services. and I I could help you with the wording. >> Okay. >> Well, let's try to do Thursday. Works better for me. Let's try to do Thursday, October 9th. Is five too early for you, Phil? Okay. Let's try to do Thursday, October 9th at 5 orders in some pizza if that's okay with
031everybody. And And that'll work for you, Dan. >> Yep. >> Brad, do you need to be a part of it or want to be a part of any of this or not? >> I don't believe so. I think you guys are just hiring me to help you with the litigation, which we've found a proper resolution for. Um, I will say I just wanted to say it was an honor and privilege. Um, being your guys' attorney. You've been a wonderful board. Um, been very timely and responsive to my requests when I needed information. Um you're a great group of people. Um your community is very very very lucky to have individuals like yourselves who serve um in an unpaid role to assist. So um you should all be proud of yourselves and I it's been a
032true honor to to serve you guys. >> Well, like I've been right back at you and appreciate what Dan has done and Deborah, you've been a great help all the way through this process for the last six years. So, um Josh, are are you back on now? >> No. Okay. Hopefully October 9th works for Josh. So, >> there he is. Josh, does October 9th work for you, >> Josh? >> I'm back. Sorry about that. A little technical difficulties here. Just all of a sudden all thing >> does does October 9th at 5:00 work for you to have a a meeting about hiring an architect? >> October 9th looks like it worked just fine. >> Okay, we'll try to do that at 5:00. And on the agenda, it'll be a possible action item. We'll have a
033full board meeting, special board meeting, and um we'll go from there. So >> So we'll just do a special board meeting then for October 9th. >> Yes. At five o'clock. >> At five o'clock. >> Yep. >> Sounds good. >> Okay. All righty. Anybody else have any other comment or communication? If not, I'd like to thank everybody and um somebody move to adjourn. We can go home. >> Second. >> Move and second to adjourn. >> All those in favor say I. >> I. Those opposed. >> Thank you everyone so much. And Brad, don't be a stranger. I