Board Adopts Communications Policy for Grant Projects

In its meeting Dec. 16, the Board of Directors of the Vista del Rey Mutual Domestic Water Consumers' Association adopted a policy for communicating with contractors and engineers during grant-funded projects. That policy follows:

Policy for Communications on Publicly Funded Projects

Background

On September 23, 2022, the board was notified by email that an inspection on work on the Vista del Rey Mutual Domestic Water Consumers’ Association’s well and distribution system, to be conducted by A-Mountain, would take place on Sept. 27. The inspection took place as planned, though only the system operator, several contractors, and Souder, Miller, and Associates (SMA) representatives attended, according to SMA documents. Three board members did not see the emails inviting them to attend; the secretary of the association was out of the country when the emails were sent. More than a year later, the water system operator indicated that he did not know at the time that the inspection was a final inspection on A-Mountain’s work. Additionally, A-Mountain had initiated and ended a warranty period on its work with no formal notification to the board.

Although President Wade Cornelius, Secretary Beth Morgan, and board member Patrick Stafford subsequently attended the Sept. 29, 2022, meeting discussing progress on the project, the Certificate of Substantial Completion, signed by the president on Oct. 6, 2022, was not made available to the board, and, although minutes from the Sept. 29 meeting were recently provided, the secretary was unable to open them.

Perhaps because of the jointly missed emails, the passage of time, the lack of understanding of the teminology employed—and the fact that the board is still trying to finalize portions of the improvements to the well house—a majority of the board members were under the impression that 1. The project was not finished and 2. That until well house, and potentially, road improvements were undertaken, A-Mountain had yet to fulfill its oligations to the association.

At the board’s September 2023 meeting, when SMA’s Marty Howell suggested that A-Mountain might get tired of waiting for the board to decide what was desired as additional improvements, these board members were unaware that A-Mountain believed itself to be finished with the previously contracted project work. While reaching decisions regarding what to use remaining monies for did take place over several quarterly meetings, these considerations paralleled their conviction that A-Mountain and SMA were dragging their feet getting commitments to proceed with the identified additional work.

These misunderstandings can be traced to a failure to communicate clearly. If all board members had been involved in these events, if all terminology used had been clearer, if documentation of each step had been provided to the board—and they had actually seen it—such as the attendance sheet from the walk through and the Certificate of Substantial Completion, these things should have made clear the status of the project.

Much later, some document, like the SMA meeting minutes that could not be accessed, were incompatible with technology available to the board. The past year-plus might have been spent more productively if all board members, SMA, and A-Mountain had been on the same page.

This is not to say that SMA failed to communicate adequately for those seasoned in working with public funds. However, as a board that is relatively new to dealing with publicly funded projects, the various steps are new to them. Because several board members missed the emails and no board representative attended the walk through, because they did not see the Certificate of Substantial Completion, and nothing was presented to them to document the event in a meeting of the board, they were not aware that A-Mountain’s work was considered complete. Additionally, it appears that this fact has not been mentioned in a board meeting nor in private conversation between SMA and a board member since September 2022. Therefore, board members need to be more judicious about checking for association-related emails, and contractors, including engineers, need to make additional efforts to communicate clearly and fully. Contractors should put project activities in laymen’s terms and provide documentation in a form board members can access, as well as presenting the information in a board meeting, especially those regarding a project milestone, such as walk throughs, warranties, and any certificates regarding work performed. Additionally, the beginning and ending dates of any warranties must be identified in writing.

To avoid this type of misunderstanding and its potential to foster legal vulnerabilities, the following policies shall be employed by all participants that would normally provide information to one another in grant-funded works, be they board members, labor contractors, engineers, or any other pertinent individual.

Policy guidelines

With whom should one communicate?

The board of directors for the Vista del Rey Mutual Domestic Water Consumers’ Association is the client for whom contractors are working and who, ultimately, is responsible for their payment. The board is duly elected and is subject to state oversight. Ultimately, it is legally responsible for the completion of projects. Therefore, contractors must attend the board’s quarterly and/or special meetings, in which project milestones or problems shall be discussed, in order to provide a record that can be verified by a search of the board’s minutes.

An individual and/or an alternate shall be named who will serve as a primary point of contact for the board, with whom contractors may communicate as necessary outside a board meeting. In this case, the contact is responsible for relaying pertinent information to the board.

While a water system operator can be an excellent liaison, in terms explaining technical details to board members, it is not his or her responsibility to convey important communications to the board. These are the responsibility of the contractors.

Form of communication: phone call or email?

There are advantages to both electronic communications in the form of emails and phone calls. In the case of phone calls, the more immediate give and take of conversation allows for greater understanding in a short period of time. On the other hand, email allows for a more lasting record of what has been decided between communicators. However, both methods have their shortcomings.

If the sender of an email about an importaant project milestone does not receive a response, he should assume that no one saw it. Engineers and other contractors should phone either the president or the secretary to ensure that the communications were received and ask them to share that information with the remainder of the board. The recipient of the phone call should follow it up with an email, spelling out the nature of the communication. The reverse is true: if a board member needs to follow up on an email he or she suspects was overlooked, he should call the intended recipient to ensure the message was received and document the phone call with an email to all concerned. 

Advance notice of inspections and the like 

If a contractor or engineering firm is anticipating a significant project milestone, such as an inspection or completion of a portion of a project, he or she shall make that known to the board as far in advance as possible, and preferrably, more than once. In this fashion, although not all board members may be able to attend, they will have enough notice to plan to attend and to be aware of same. It is anticipated that inspections or completion dates should be known far enough in advance that notice can be provided in a board meeting, in which case, it should be in writing. Any such notice that cannot be provided in a meeting must also be provided in writing with a phone call follow-up, to ensure that communications have been received. One board member, minimum, must attend and be documented as attending final inspections.

It follows that, when board members receive notice of such events by phone or email, they must share that information with the remainder of the board, via email and by reporting on the communication in a meeting.

At the beginning of an inspection, the engineering firm representative or other individual conducting the inspection shall verify that at least one board member is in attendance and will clearly state the goal of the inspection. Results of any such inspection will be made available to the entire board in writing.

Legally binding warranties

The beginning and ending dates of any warranties guaranteeing quality or completion of work must be provided to the board in writing, during a board meeting. Again, contractors should be aware that while a water operator may serve as their liaison to the board, the board is the legal client who ultimately must be informed of all matters affecting a project. Alternatively, contractors may communicate such matters to the primary or alternate contact person, who will then share the information with the remainder of the board. If any action must be taken on a warranty, it must be done during a formal meeting of the board.

Deadlines for continuation of or initial acquisition of funding

When any deadline regarding the acquisition or continuation of funding or the need for signatures or any matter determining whether a project conducted by contractors can continue may arise, especially when the board members have not been personally tasked with applying for said funds, the board shall be informed of same as soon as it is known—a minumum of two weeks ahead of time—to ensure timely submission. If a contractor has in the past materially assisted with the application for said funding, they must indicate whether it will continue to assist or whether it is passing the responsibility on to the board. Also, while dates of legislative sessions may change, time requirements for submission of pertinent documents and other information probably will not.

Two-way communication

If at any time a contractor suspects there has been a lack of or a failure of communication, please notify by phone call to the president or secretary or primary point of contact as soon as it is known to clarify any issue that may need attention. This is particularly true of important email communications. The president, secretary, or contact person shall share that information with the board. The board agrees to extend the same courtesy to contractors.

Hard copies

Although three board members attended the progress meeting on Sept. 29, 2022, it appears that they may not have understood the reason for the meeting. When it was learned that the project had been “significantly completed” at that time, and minutes of the meeting conducted by SMA were provided, they were not in a format usable by all concerned. A hard copy of Certificate of Substantial Completion, signed by the president of the association a few days after the 2022 meeting, should have been presented to the board at a meeting, along with an explanation of its import.

Conclusion

We often tend to rely on emails and texts, yet, many of us consider email almost obsolete, as inboxes are jammed full of ads, spam, and promotions in the hundreds each day. Texting, although convenient, leaves vast opportunities for misunderstanding. Old-fashioned though it may be, sometimes just talking—in person or on the phone—is the most direct way to have questions answered. We encourage that mode of communication, in person or by phone call. Such conversations should always be backed up in writing and provided to the board in an email.

Vast misunderstandings were in effect for a period of approximately a year and a half. While this may be the fault of an inexperienced board, and possibly, because “business-as-usual” contractors overlooked the importance of our failure to respond, this should not be allowed to continue. In an effort to prevent such failures of communication to occur again in the future, this communications policy is put forth.