Highview Condominium II
Board of Directors - Meeting Minutes
September 14, 2005, 7:30 p.m.

The eleventh regular meeting of the 2004-2005 Highview II Board of Directors was called to order at approximately 7:45 p.m. by Marjorie Cannon, Vice President.

a) Unit owner authorization for a building loan: On August 10, 2005, a Town Meeting was held for the purpose of discussing building loan. In order for the Highview II Board of Directors to take out a loan on behalf of the building, Bylaws require an approval by a simple majority of all owners (majority of unit points). It was confirmed with the Board’s attorney, Michael Swaaley, that the Bylaws do not require a super majority (two-thirds) for this action. Unlike the business of the Annual Meeting, this type of vote would not be limited to those unit owners attending a meeting and no proxies would be involved.

In advance of the meeting, Highview Treasurer Rich Re distributed information to all owners concerning the building’s options for paying for the necessary repairs including single cash payment, loan options, and/or Special Assessment. The mailing included a form for owners to authorize or reject the loan. Owners could either mail the form in or decide after attending the Town Meeting.

At the August 10, 2005 Town Meeting, there was discussion of the loan options and the nature of the required building repairs. Additional discussion involved concerns raised by several unit owners about the previous roof installation (approximately eight years ago), whether any current board members were on the board at the time (none of the current board members were serving) and whether legal action had been considered against any or all of the involved parties (yes, it had been considered). Owners were encouraged to read the current board’s February 9, 2005 meeting minutes that summarize Becht Engineering’s Phase-1 investigation report (commissioned fall 2004) which included an evaluation of the possibility of suing either the previous installer and/or managing agent at the time of the previous roof installation. The building’s attorney was also asked to advise on the possibility of legal suits – against the roof coating provider (Firestone), the installer (Mill Basin Roofing), and/or the managing agent (Finnerty Management). But the roof coating itself did not fail (which is what Firestone’s warranty provided) and no professional engineering services seem to have been involved with the project. As to whatever professional advice Finnerty Management may have provided the board at the time, the only documents that the current board has found from Finnerty Management to that board indicate that the work was progressing, but make no mention of any concerns. Once again, it was noted that none of the Board’s current members were on the board at the time of the previous roof project.

For the large sum of money being requested at this time, there was a question about how the current roof problem was investigated, how solutions were determined, and how the project was bid. In reply, it was noted that there were five bids received for the selection of an engineering firm and an equal number for the roofing work itself. The board typically requests three competitive bids for any major project and at the time of selection a board vote is recorded and included in the meeting’s minutes. The previous year’s Board minutes provide substantial detail about the process and board deliberations in determining the current approximate $300,000 in repairs. It was also suggested that residents should review the Capital Reserve Study of two years ago which details the major capital repairs and costs owners should anticipate and consider saving for over the next 15 years.

At the Town Meeting’s conclusion, completed authorization ballots were submitted by owners (in addition to those previously submitted by mail) and a tally was taken. The tally indicated thirty-eight (38) owners representing 56.69% of all unit points had voted to authorize the loan. Exceeding the 50% of unit points required, it was announced that the loan had been authorized.

The tally taken at the meeting indicated a total of seven (7) unit owners representing 11.1002% of all unit points voting against any loan and twenty-two (22) unit owners representing the remaining 32.2098% of all unit points had not responded to the authorization request ballot. (Per the attached summary of this authorization distributed to unit owners, 58% of unit points were ultimately accounted for in favor of the authorization.

b) Clarification votes taken by the Board relating to the proposed loan: Per a unanimous vote of the eight Board members present at special meeting on August 8, 2005 (Biren, Bobrow, Boynton, Cannon, Greenberg, Keshecki, Mattera, and Re), unit owners not participating in the loan have until September 21, 2005 to submit their entire share of the $300,000 required by the building. A second unanimous vote was taken at the same time and all unit owners choosing to pay their total share up-front are exempted from any and all costs related to the loan. All loan costs will be limited to and shared by the individual unit owners actively participating in either of the loan’s two options.

c) Loan closing: Ogman indicated that closing is expected either next week or last week of September. Any owner who has not submitted their total share will automatically be included in at least the first year of the loan (during which time the monthly addition to their common charge bill will be approximately $30, varying according to unit points). After the first year, loan participants may pay their remaining share of loan costs or by not doing so thereby commit to the remaining five full additional years (estimated to be approximately $100 per month, but subject to the actual numbers). There is no option for a unit owner to pay off their share at any time other than as the three options that were initially offered to all unit owners and discussed at the Town Meeting.

d) Next steps of roof project:

i) HVAC work: Although no HVAC bid was approved at this meeting, the Board voted its "intention" to arrive at a contract with Fahrenheit HVAC, Ltd. Prior to Board approval, Fahrenheit will have to add wording in their contract to guarantee a performance outcome of the exhaust system relative to each apartment’s vents. Their current contract bid offers no formal assurance that the equipment they are installing will successfully ventilate the building and similarly provides no indication of what situation they had found to correct. Ogman will have contractor revise bid accordingly and forward to Board for an approval.

Since the contractor made no statement in his contract as to what the problem was that was being fixed, would not be connecting the fans to an electrical source at completion of the project, and up to this point had made no commitment of a performance outcome, Boynton requested that the vendor also "prove" a currently inoperable line prior to the board even signing the revised contract, in order to provide the board with a sense of Fahrenheit HVAC’s comprehensive understanding of the problem. Ogman will schedule a single-line (A-line kitchen) test with the contractor. (The A-line was chosen since the line exhibits no intake draft whatsoever when the roof fan is running.)

ii) Electrical contractor: Since Fahrenheit HVAC’s bid specifically states that they will not connect the new units to electrical, bids will be required by the board from electrical contractors to hook up the fans. Ogman will get the multiple bids for Board review. The Board will need to approve an electrical contractor in time for participation in the pre-construction meeting.

iii) Pre-Construction meetings: Ogman reported that she had a pre-construction meeting with Board President Stefanie Greenberg, S&S Roofing, and Fahrenheit HVAC. S&S and Fahrenheit HVAC were prepared to start the project in mid-October. The Board questioned why Becht Engineering had not participated, since they were being paid to schedule S&S and oversee all of the S&S work on a full-time basis to completion. Ogman suggested that Becht had not expressed interest in participating. Ogman was asked whether the Phase-3 contract with Becht (approved at the June board meeting on June 8^th and re-affirmed with JAL on June 22^nd) had been signed by Greenberg, forwarded to Becht, and the required $10,000 retainer fee paid by JAL. Ogman indicated that none of these actions had taken place and it was her understanding that the Board president had decided to not have Becht Engineering supervise the job at all. This was the Board’s first indication of the three month delay and it was noted that Ogman had been repeatedly asked about Becht’s scheduling by Board members without ever being told by Ogman that the contract was not in place as had been voted.

Noting that the Phase-3 $22,540 contract with Becht had been approved in June by eight individual board members (with Greenberg voting against Becht and instead voting to have JAL Management oversee the construction), the board voted to have the Secretary (Boynton) sign the contract without delay and for JAL to make the $10,000 retainer payment to Becht Engineering.

iv) Since Becht had not been included in the process for three months (June-September), there was some question about the timing of remaining steps and what delays in completion may have been created. During the last three months, Becht was to have been working with the building’s attorney to devise a contract-draft which according to Becht was to have been presented to S&S prior to the scheduling any pre-construction meeting.. Although Ogman indicated this process of negotiation and meetings would conclude in a matter of days, the board questioned this schedule noting that the process recommended in the spring by Becht and reflected in prior board minutes indicated that a contract draft should be created and reviewed by Swaaley and Becht, presented to S&S for their review, a pre-construction meeting scheduled, possible revisions to the contract at the pre-construction meeting, review again by Becht, Swaaley and S&S, and only then would the contract come to the point of being signed by the Board.

The Board questioned how all these meetings, negotiations, and agreements would conclude within 1-2 weeks, while on the date of this meeting the building had no agreement in place with the engineering firm (Becht) that was to oversee this process and that apparently there had been no indication by JAL to Becht that Highview had any intention of using their services in the construction phase of this project.

v) Summarizing next steps: