Minutes of February 21, 2007

The meeting of the Board of Calhoun County Road Commissioners was held
Wednesday, February 21, 2007 at 9:00 a.m. in their office located at 13300 Fifteen Mile
Road, Marshall, Michigan.

Present: Commissioner Chester E. Travis, Chairman

Commissioner Charles E. Monaweck, Vice-Chairman
Commissioner Scott Brown, Member
Dennis Randolph, Managing Director
Joanna Johnson, Assistant Managing Director
Pixie Coats, Human Resource Director
Angela Kline, Assistant County Highway Engineer
Also Present: Tom Frank, Albion Township Supervisor
Richard Harvey, Bedford Township Trustee
Dave Veramay, Clarence Township Resident
Joe Bramble, Convis Township Resident
Clarence Millard, Newton Township Resident
Gardy Berezonsky, Marengo Township Resident
Denny Smock, Fredonia Township Resident
Stan Sinke, Marshall Township Resident
Doug Callander, Labor Attorney
Paul Beardslee, General Attorney
Steve Ball, Calhoun County Road Commission
Hershel Stacy, Calhoun County Road Commission
Robert Volkmer, Calhoun County Road Commission
Paul Adams, Calhoun County Road Commission

Chairman Chester Travis called the regular meeting of the Board of Calhoun County
Road Commissioners to order at 9:00 a.m.

Moved by Commissioner Monaweck and supported by Commissioner Brown to

approve the regular meeting minutes of the Board of County Road Commissioners. Voice
vote: Motion carried.

COMMUNICATIONS AND RESOLUTIONS

Received a memo from Erin Cummings, Permit Agent, to Mr. Justian Crane
approving his proposed road name of Oakvale Court in Oakvale Condominiums.

Received a memo from Joanna Johnson, Assistant Managing Director, requesting the
2007-2009 bid for mineral well brining of gravel roads be awarded to Michigan Mineral
Resources.

Received a memo from CRAM asking the Board to designate a representative from
the Road Commission to vote on the CRAM Policies.
Received Official Ballots from CRAM to vote on the adoption of an amendment to
the Constitution and Bylaws in Section 4, Article V, of the Constitution.

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Received Official Ballots of those names placed in nomination for the CRAM Board
of Directors.

Received a memo from Erin Cummings, Permit Agent, regarding the Revised 2007
Fee Schedule, under the section “Frost Law Permits”.

NEW BUSINESS

Moved by Commissioner Monaweck and supported by Commissioner Brown to

approve the February 9, 2007 accounts payable for $559,171.71. Commissioner Monaweck
inquired on the Highway Improvement Company accounts payable item. Mr. Stacy said it
was for the purchase of guardrails. Voice vote: Motion carried.

Moved by Commissioner Monaweck and supported by Commissioner Brown to

approve the February 14, 2007 payroll for $138,749.91. Voice vote: Motion carried.

Moved by Commissioner Monaweck and supported by Commissioner Brown to

approve the February 13, 2007 payroll for $6,703.58. Voice vote: Motion carried.

Moved by Commissioner Monaweck and supported by Commissioner Brown to

approve the bid for the 2007-2009 mineral well brining of gravel roads to Michigan Mineral
Resources. Commissioner Brown asked how many companies put in a bid. Mr. Randolph
stated that they received three other bids. Voice vote: Motion carried.

Moved by Commissioner Monaweck and supported by Commissioner Brown to

approve Chet Travis as the voting representative for CRAM from the Calhoun County Road
Commission. Voice vote: Motion carried.

Moved by Commissioner Monaweck and supported by Commissioner Brown to

approve those individuals listed below to be elected as Directors to the CRAM Board of
Directors; Mr. Charles Erickson, Mr. Luke Houlton, Mr. Bruce Culver, and Mr. Brent Bair.
Voice vote: Motion carried.

Moved by Commissioner Brown and supported by Commissioner Monaweck to

approve the Revised 2007 Fee Schedule. Mrs. Johnson noted that the only change to the Fee
Schedule is under the Frost Law Permit section to compensate for the new public utilities
vehicle legislation. Voice vote: Motion carried.

MANAGING DIRECTOR’S REPORT

Mr. Randolph provided the Board with the following information:

Maintenance update is as follows:

 Snow & Ice Removal
 Pot Hole Patching

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 Tar & Chip

 2 Trees Crews
 Gravel Roads

Mr. Randolph noted that the next few weeks are going to be critical. Our overtime is
up a little this year compared to last year; however, it falls in the same area as the 2004 and
2005 overtime. Mr. Randolph commented that our level of service is quite high.

Mr. Randolph stated that frost laws for Calhoun County are going to be posted to go
into effect on Monday, March 5th. He said that our Permit Agent has been sending out
notices.

Mr. Randolph commented that we are working on our Federal Aid project
applications. He noted that we have also been working on our roadwork list and adding the
township work to the list.

PRESENTATION ON BRIDGES, PROJECTS, AND WORK ACTIVITIES

Mr. Randolph said he received a report on the bridges. Discussion took place on the
top ten bridges in the county that need repair. He noted we have 87 bridges that need to be
replaced in this century. It will cost us about $49 million dollars to replace all of them.

Mr. Randolph presented information on Act 51, and how much of the Act 51 money
can be used for construction. He noted that we can only pay a maximum of 50% for local
road improvement. Act 51 also says that we must spend 10% on winter maintenance.

Mr. Randolph stated that we have joined with Jackson County in purchasing salt.
They negotiated a much better price than the State of Michigan did for this season.

Mr. Randolph commented that he has been working on grant activities. He said that
he has been working on two safety grants that will be sent in within the next two weeks.

Mr. Randolph said that he received a resolution from Pennfield Township for the
McAllister Road project, which will be about $500,000. He mentioned that Tiffany Eichorst
is working on a grant application to clean up the McAllister Road bridge site.

Mr. Randolph stated that yesterday he had a nice opportunity to visit with
Congressman Walberg. Mr. Purcell asked him to brief the Congressman on some of the
project that are going on around the County. We emphasized two areas around the County.
One was the quality of life. We feel we need certain recreational amenities to provide the
quality of life that makes people want to live in our community. We also have a public
works requirement. Development can’t come in unless we have water and sewer
availability. Our water and sewers are not in the right places, which causes us to lose
development opportunities. Mr. Randolph stated that we are a regulating agency and are
involved in every development in the County.

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Mr. Randolph noted that we use a lot of specialists, such as our General Legal
Counsel, Mr. Paul Beardslee, and our Labor Attorney, Mr. Doug Callander, along with
many other specialists. He asked both Mr. Beardslee and Mr. Callander to come to the
meeting so in case anyone had any questions, they would be available to answer them. Mr.
Randolph said that Mr. Callander helped us to draft the Operations Manager employment
agreement.

Mr. Randolph stated that he has a copy of the Chart of Accounts for anyone who
would like a copy. He noted that Mr. Henning did a very nice job with the update.

Mr. Randolph noted that our new web site address is www.calhouncrc.net . He
commented that all of the email addresses have changed also. They are: first initial, last
name, and then calhouncrc.net. We are trying to get this information out to everyone.

Mr. Callander stated that he was glad to be here. He wanted to take this opportunity
with the Commissioners to ask if they had any comments as it relates to employment law.
He stated that most people in this room know him, and this is something he loves to do and
something he does 24/7. His role and obligation to the Commission is that when he
perceives an issue, he needs to bring it to their attention. Mr. Callander said that he wanted
to make a couple of statements. The statute that organizes the County Road Commission
states that the Board is an administrative policy board that performs the duties imposed by
law or those that are assigned by the County Board of Commissioners. Among those are not
employment issues. The person the Board manages is Dennis Randolph and he manages
everyone else. He has the right to delegate his authority to Mrs. Johnson or to anyone else.
Subject to the collective bargaining rights, he is the employment decision maker. He
approves the hiring, firing, terms and conditions of employment and compensation.
Certainly by budget, the Road Commissioners can control how much is spent. Mr.
Randolph determines who the money is spent on and what their longevity is in terms of the
condition of their employment. Mr. Callander noted that he didn’t have an opportunity to
speak to any of the Board members prior to the Operations Manager contract going before
the Board.

Mr. Callander feels it is appropriate to give the Board some background on this
position. When the organization restructured the work force, they created the position of
Operations Manager at the discretion of Mr. Randolph and his staff. This position was
offered to Mr. Ball. They now ended up with a one-person bargaining unit. This is not
acceptable under Michigan law. Since there will be no union for Mr. Ball, he loses his
union protection. Mr. Callander stated that he talked to the SEIU Union about this very
issue. It was discussed before Mr. Ball was selected, and that the person was to be given
some of the protection that he had while in the union. The same as in Mrs. Coats
employment agreement, where he would be given an arbitration privilege and a “just cause”
termination. This is what was promised to him. What was put in the contract was a very
favorable employment and employer oriented “just cause” definition. It basically says that
if he does not perform the job to Mr. Randolph’s satisfaction, after one or more warnings
about his performance, he can be terminated.

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Mr. Callander stated that he has read some suggestions that Commissioner Brown
made regarding the contract and he would be happy to talk to anyone with any suggestions
they may have.

The Board can choose to have a policy of “at will” employment if they so choose.
Mr. Callander said you might ask why did the contracts come to the Board to begin with?
The reason contracts come to you as a Board is when the administration engages in a multi-
year contract, then it needs to go to the Board.

Mr. Callander noted that when a suggestion is made that the discipline, hiring, firing
and termination come before the Board, his opinion to the Board would be to not do that.
He has the same opinion of having employee evaluations go before the Board. Evaluations
are between the Supervisor and the employee. The Board always has access to the
employee files.

Mr. Callander stated that he feels this is legal advice he owes the Board. Mr.
Callander commented to the Board that they can run the organization the way they see fit
and the way they feel comfortable with Mr. Randolph.

Mr. Randolph noted that the Road Commission is a very independent organization.
We have a lot of responsibility that goes along with being independent.

Mr. Beardslee commented that he considers himself a generalist when it comes to his
role for the Road Commission. He tries to spot issues and keep track of issues that come
from the court of appeals. He keeps Mr. Randolph abreast of what is going on. It is his job
to keep his eye on the horizon on behalf of Mr. Randolph and the Board.

COMMISSIONER’S COMMENTS

Commissioner Monaweck said that he is in no way trying to circumvent Mr. Randolph’s

authority because he does not want to do that. He stated that he is accountable for the
people of the community and if he has to make a decision, then he has to be comfortable
with that decision whether he votes yes or no. Being a layperson, he is not familiar with the
legality of things and that is why we hire counsel. Maybe we should feel more freely to
contact our counsel and get an answer if we don’t understand something. Commissioner
Monaweck stated that he has called Mr. Callander with questions, but has tried to limit his
interference with Mr. Callander’s work. Maybe we should think about getting this
information to the Board member in advance, so if we have problems or questions then we
can come to the administration and have time to discuss them.

This morning, Commissioner Monaweck stated that he came down Michigan Avenue and he
came upon our loader going west on Michigan Avenue without any lights on. For safety
reasons, we need to make sure that the lights are on.

Commissioner Monaweck stated that he thought that Kalamazoo had put the frost laws on.
Mrs. Johnson stated that when she checked this morning, they had not put them on.

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Commissioner Monaweck wanted to know if we should put them on now because of the
thawing. Mr. Randolph stated that because of having such cold weather, we have a few
weeks before we need to put them on.

SUPERVISOR’S & PUBLIC OFFICIAL’S TIME

Mr. Frank asked about the list of bridges. Mr. Randolph commented that he has the
list and will give it to him. On February 13th, he drove down F Drive South between 25 ½
and M-99 around 11:30, and the road had not been plowed yet.

Mr. Harvey said that we were doing a great job on the potholes. He mentioned that
he went by the loader this morning as well, and it had the lights on at that time.

CITIZEN’S TIME

Mr. Veramay commented that Mr. Randolph’s presentation was very good. He said
that he would like to see us have a community meeting with the same information. Mrs.
Johnson said we did have a meeting to go over the roadwork list and only one township
showed up. Commissioner Travis said that it was still a good idea.

Mr. Berezonsky stated that last year we said we were going to give the township a
list of roads that the Road Commission felt needed to be fixed and he was wondering if we
did that. Mrs. Johnson said the Road Commission did give a packet of information to the
townships. Mr. Berezonsky asked where the bridge on 21 Mile Road fits into the list of
bridges. Mr. Randolph stated that he has an application in for that bridge. The cost to
replace it will be $447,000. Mr. Berezonsky asked what the MCL # was for ACT 51. Mr.
Callander said that it is MCL # 224.9, Chapter 4.

Mr. Callander stated that he wants to make sure he responds to the concerns of
Commissioner Monaweck. He noted that in no way were his comments directed at him.
The origin of the comments is so that you can protect yourself from outside influences. He
wants to make sure the Commissioners understand the process, so that they can tell others if
an employee comes to them directly because he or she feels like discipline has been
administered inappropriately or unfairly, that we have a process, and procedure in place, and
Mr. Randolph, Mrs. Johnson, and Mrs. Coats are there to handle it. Mr. Callander felt that
we needed to make public comments as to whose job is who’s. He represents this
organization, the Board, the administration, but none as individuals, only collectively as an
institution.

The next meeting of the Board of Calhoun County Road Commissioners will be
Wednesday, March 7, 2007 at 9:00 a.m. There being no additional business before the
Board, Chairman Travis adjourned the meeting at 10:42 a.m.

_____________________________ ____________________________
Chester E. Travis, Chairman Pixie Ann Coats, Deputy Clerk