EMEDA Commissioner Meeting – Special Meeting -August 13th 2024

Commissioner Meeting
August 13, 2024
5:30PM
Fallon County Visitor Center

Members Present:
Chairman Tasha Losing, Vice Chair Steve Zachmann, Treasurer Karol Zachmann, Commissioner Carson Beach, Commissioner Hugo Bumgardner, Commissioner “Cookie” Zenko.

Members Absent: None

Staff Present: Executive Director Vaughn Zenko

Public Present: None

Guest Present: Jodi Varner, Bank of Baker

Meeting called to order: 5:36pm by Chairman Tasha Losing

Agenda Amendment: Due to the schedule of guest Jodi Varner, the meeting proceeded directly to item 1 under old business on the agenda, skipping over Approval of Previous Meeting Minutes and Public Comment, which were addressed later in the meeting.

Old Business: Jodi Varner Loan Review: The board welcomed Jodi Varner, EMEDA’s loan representative with the Bank of Baker. Construction Supervisor Steve Zachmann produced estimates for work to be done at the childcare site that he had not yet provided for Jodi. Jodi explained the terms and conditions of the loan to the board members. This loan is a Construction Loan, for up to one year, that can then be termed out to a 20-year loan once the construction portion of the project is complete. The loan is for $606,509, with $600,000 available credit. The interest rate is base plus .55% daily variable. Jodi explained that both Chairman Losing and Treasurer Zachmann must request any advances and that estimates or invoices must be provided to the Bank. After hearing Jodi’s explanation of all of the terms and conditions of the Construction Loan, EMEDA board members signed the necessary paperwork. Each board member, Chairman Tasha Losing, Vice Chair Steve Zachmann, Treasurer Karol Zachmann, Commissioner Carson Beach, Commissioner Hugo Bumgardner, and Commissioner “Cookie” Zenko all signed individually.

5:51pm: With the loan paperwork signed, Jodi Varner of the Bank of Baker left the meeting. Chairman Losing returned to the skipped agenda items and proceeded with the remainder of the published agenda.

Approval of Previous Meeting Minutes: The board reviewed the minutes from the August 5, 2024 special meeting.

• MOTION (Hugo Bumgardner): To approve the August 5 Special Meeting minutes as presented.
• SECOND: Steve Zachmann
• VOTE: Five in favor, none opposed. The August 5, 2024 Special Meeting minutes were approved as written.

Public Comment: No public was present.

Old Business:
Jodi Varner Loan Review: Addressed previously in the meeting.

Claim Forms Review:  Treasurer Karol Zachmann presented a claims list including claims Approved & Paid, Approved & Held and Pending Approval. New claims from Brosz Engineering and Rich Batterman were added to the list.  The claims pending approval totaled $42,668.97, in addition there were $64,498.00 in claims previously approved and held.  The board reviewed claims approved and held of $3,112 to SMART, $36,546 to US Modular for the final payment on Unit 2, and $24,840 to Winn Construction for the foundation of Unit 2.  The board also reviewed claims pending approval of $2,630 to Griffith Excavating for work on Unit 1 foundation, $1,368.37 to the Insurance Store for property and casualty insurance, $1,435 to US Assure for Builder’s Risk Insurance, $24,445 to Winn Construction for the foundation of Unit 1, $5,421.18 to Griffith Excavating for backfill on Unit 1 and site leveling, $5,270 to Mitchell’s Crane & Trucking for the first attempt at righting Unit 1, $577.50 to Brosz Engineering for consulting, $225 to Batterman Law Offices for an MOU between EMEDA and Steve Zachmann for construction supervision, and $5,295.28 to Steve Zachmann for construction supervision.

The board had no questions on the claims presented by Karol. Director Zenko pointed out that the MOU between EMEDA and Steve Zachmann had not been approved or voted on by the board.

• MOTION (Steve Zachmann): To hold the claim to Batterman Law Offices until the September 3 meeting.
• SECOND: Karol Zachmann
• DISCUSSION: Steve had presented the MOU at the July 9, 2024 for board review during the “Review of Memorandum of Understanding / Agreement with SMART for Services” agenda item. It has not been addressed since.
• VOTE: Five in favor, none opposed. The claim from Batterman Law Offices for work on the MOU between EMEDA and Steve Zachmann d/b/a Zachmann Construction for Construction Supervisor purposes will be held until the September 3, 2024 meeting.

Discussion continued on the claim forms review. Steve explained the issues that occurred with the failed attempt to turn over Unit 1 and the associated expense.
Commissioner Losing called for a motion to approve the remaining claims.

• MOTION (Steve Zachmann): To approve the remaining claims.
• SECOND: Carson Beach
• VOTE: Five in favor, none opposed. All outstanding claims will be paid, totaling $106,941.97. Chairman Losing and Treasurer Zachmann will visit the Bank of Baker tomorrow to request the advances on the loan from the Bank of Baker. Treasurer Zachmann will write and mail any two-signature checks that have not already been written. Invoices will also continue to be provided to the Bank of Baker for draws on the construction loan. Childcare Account Set Up: The board discussed setting up an account specifically for the childcare project. As discussed at the August 5 meeting, Vaughn brought up utilizing the existing Childcare Project accounts at the Bank of Bank Baker and Grasslands Federal Credit Union to designate funds for operations and maintenance associated with the childcare business. There was also discussion on who will be able to write checks for the childcare business.
• MOTION (Carson Beach): To table discussion on setting up designated accounts for childcare operations and maintenance.
• SECOND: Karol Zachmann
• DISCUSSION: Vaughn noted that if the board hires Carrie Schwartz, EMEDA will need an operations account in place for payroll and purchases sooner than the September 3 meeting. There was no further discussion.
• VOTE: Five in favor, none opposed. Discussion on set up of childcare related accounts is tabled to a future meeting. Designated Signees on Childcare Accounts: Tabled as a part of the previous motion to table discussion on childcare account setup. Review of Benefits Packages / HR Options: Vaughn presented the board with a proposal from the Insurance Store listing possible benefits options through Blue Cross Blue Shield. The board reviewed the proposal and estimated costs. Vaughn also noted that he had a discussion with Associated Employers about providing HR services for EMEDA and/or the childcare facility. He attempted to show a short video of their services, which did not play completely. He explained the organization and their services and recommended EMEDA engage with Associated Employers at a quoted cost of $635 per year for HR assistance, with potential additional expense for certain services such as payroll, benefits packages, policies & procedures writing or reviews and others as necessary. Karol stated that she preferred Rachel’s Accounting for payroll purposes. There was no further discussion on outsourcing HR.
  There was continued discussion on a benefits package for Carrie Schwartz, including simply converting benefits to additional salary. Chairman Losing requested the board discuss sending an offer letter to Carrie, noting that contract specifics could be negotiated at a later date. She said she would be willing to sit on a committee to meet with Carrie about benefits, with the previously approved $7,000 negotiating point.
• MOTION (Karol Zachmann): To set up a hiring committee to discuss benefits with Carrie and offer whatever that committee decides.
• SECOND: Hugo Bumgardner
• DISCUSSION: Hugo offered to also sit on the committee. To avoid a quorum within the committee, Chairman Losing closed nominations for hiring committee members.
• VOTE: Five in favor, none opposed. A hiring committee consisting of Chairman Losing and Hugo Bumgardner is formed. The committee will set up a meeting with Carrie Schwartz to negotiate a benefits package. Director Zenko will draft an official offer letter for Carrie, inviting her in for contract negotiations. The letter will include Chairman Losing’s contact information so a meeting can be set.

Construction Supervisor Report: Construction Supervisor Steve Zachmann provided updates for the board about progress on the Childcare Project. He stated he will get estimates on the cost of attempting to turn over Unit 1 a second time. He continued with more updates, also noting that Shawna Sargent from Action for Eastern Montana Head Start will be in Baker to negotiate a lease agreement with the Lease Committee consisting of Steve and Karol Zachmann. Chairman Losing asked Steve if there is a contingency plan in place in case a second attempt at turning Unit 1 over is unsuccessful. Steve stated that he is confident the Unit can be rebuilt.

7:34pm: Cookie Zenko left the meeting

The Construction Supervisor report continued. Regarding the landscaping at the site, Steve moved that EMEDA sod EMEDA’s side and half of Head Start’s side of the playground areas, with a sprinkler system on both sides controlled from one central location. Carson Beach questioned who would be in charge of the sprinklers and general maintenance. Steve stated that those decisions can be made at the next meeting.

7:37pm: Cookie Zenko returned to the meeting

Having no further updates, Steve made a motion.

• MOTION (Steve Zachmann): To put sod on EMEDA’s side and half of Head Start’s side of the playground areas.
• SECOND: Karol Zachmann
• DISCUSSION: There was more board discussion on the particulars of the landscaping plan.
• VOTE: Five in favor, none opposed. Steve Zachmann will proceed with plans to sod the entirety of EMEDA’s playground and half of Head Start’s playground area.

Other Old Business: None

Other New Business:
Addition to the Next Agenda: Treasurer Karol Zachmann requested an addition to next meeting’s agenda. She stated that she would like EMEDA to purchase a printer and computer specifically for their operations. Currently EMEDA utilizes SMART equipment as part of their arrangement for the Executive Director’s services. There were no objections. Karol said she would price out printers and computers and bring the information to the next meeting.

Waiver Template for Volunteers:  As requested at the August 5 meeting, Vaughn created a waiver template for any volunteers assisting on the Childcare Project to sign.  Chairman Losing requested that board members review the waiver for approval at the next meeting.

Fallon County Support for Baker Chamber of Commerce Rec Department:  As noted in the Director’s Report at the August 5 meeting, the Fallon County Commissioners would like to use EMEDA as a pass through for $29,223.00 to support the Rec Department.  As with this arrangement for FY24, Vaughn requested presented to the EMEDA board a copy of the Commissioners’ Resolution, as well as the meeting minutes from when the arrangement was discussed by the Commissioners. EMEDA has received the funds from Fallon County, but not deposited. As the decision to act as a pass through for the County money had not been discussed or the public given opportunity to comment, this will be added to the agenda for the next meeting.

Having no other business to attend to at this time, Steve Zachmann motioned to adjourn. Cookie Zenko seconded. All in favor. Meeting adjourned at 7:50pm.

The next EMEDA Monthly Meeting is scheduled for September 3, 2024.

             s\ Tasha Losing, Chairman                                            s\Vaughn Zenko, Executive Director