East Central Vermont Telecommunications District (ECFiber)
Governing Board Meeting
7 PM April 11 2017
Room 012 Oakes Hall, Vermont Law School
Call to Order: Chairman Irv Thomae called the meeting to order at 7:05 p.m.
Chair called the roll and established that a quorum of member towns was present. View the attendance record for details.
2. Review Agenda, adjust as necessary
3. Introduction of Guests
Carole Monroe (ValleyNet), Marty Blumberg (ECFiber Treasurer), John Roy (ValleyNet Chair), Irene Sinteff, (Stockbridge), Dave Caron (Sharon).
4. Public Comments
5. Accept Minutes of March 24, 2017 Meeting
Motion to accept minutes of March 24, 2017 meeting. (M/Merrill, S/Willbanks) – passed.
• Executive Committee
Irv reported that we have completed the purchase the officer’s liability insurance. The sale of bonds is underway with over $2.4M so far sold to individual accredited investors – our current investors primarily. We prepared a conflict of interest policy which will be discussed in a subsequent agenda item later in this meeting.
• Construction & Operations
Carole reported that we have three newly lit DSPs in the Central Greens project. The 2017 Build is experiencing a few late pole licenses but the State has been notified and we already have a commitment to have the Pittsfield licenses in hand by “by Friday.”
We are preparing a contract with Eustis Cable for the 2017 build. They plan to assign a full-time project manager for this project and will be pulling crews in from their Texas office to get this job done.
Fiber and materials have arrived at a local warehouse and are ready for delivery to Eustis once the contract negotiations are final. The three Pomfret projects should be done shortly. Rush Meadow into South Woodstock trenching can proceed now that the ground has thawed.
• Government Relations
No major developments to report other than Irv having visited Congressman Welch’s office for discussion of broadband regulations.
7. Conflict of Interest Policy
Motion to adopt the Conflict of Interest Policy as presented (M/Flinn, S/Brown). After a brief discussion of the template from which this policy was derived and the addition of Article 4, items F & G by the Executive Committee, the motion passed unanimously.
8. Consider motion to approve authorizing the Executive Committee to finalize the Build Contract for 2017 Outside Plant Construction
Motion to approve authorizing the Executive Committee to finalize the Build Contract for the 2017 Outside Plant Construction. (M/Merrill, S/Flinn).
Irv invites an amendment to the motion to change to include purchase orders for related materials.
Motion amend the current motion to add “, and purchase orders for related materials” to the current motion. (M/Merrill, S/Flinn).
In discussion of the amendment Carole explained that ECFiber orders and provides fiber, DSPs, etc. to the construction contractor under separate contracts and that this too must be approved by the Board.
Vote on the amendment. – Passed, Stockbridge abstains.
A discussion then ensued about also adding a not-to-exceed clause. Carole says that a reasonable maximum amount can be tied to the budget.
Motion to further amend the motion to add “, subject to the constraints of the approved 2017 budget.” (M/Merrill, S/Flinn) – passed unanimously.
Vote on the amended motion, which now reads:
“Motion to approve authorizing the Executive Committee to finalize the Build Contract, and purchase orders for related materials for the 2017 Outside Plant Construction, subject to the constraints of the approved 2017 budget.” – Passed, Pittsfield abstention.
Motion to amend the motion insert “sell” and delete “never will”. (M/Brown, S/Farrington)
Vote on the amended motion, which now reads:
10. (by request) Discussion: Build-Out Planning for 2018
Irv described our Intent to choose about 350 miles for 2018 build and that the design will happen in the Fall of 2017 and the build will happen in 2018. Carole discussed how ValleyNet may select whole towns or other segments as given by the network topology, geographical considerations and subscription rates.
This was followed by a long and spirited discussion of how we should choose the next areas and whether it should be by selecting whole towns, as in the current build or whether other criteria should be used. Some members report not wanting to endure another “contest”, others that we should select the next towns in line on the LevelUp campaign and still others that we should use some sort of hybrid approach. The level of interest should consider the LevelUp results enhanced by subscriptions that have come in subsequently.
Motion to request a set of proposed rules of engagement be prepared by ValleyNet in time to be discussed at the May meeting, so that delegates can answer questions about how the next 350 miles of build will be built. (M/Stumpf, S/White) – passed unanimously. [This paragraph revised on 4/13/17]
11. Old Business
12. New Business
Motion to adjourn, 9:58 p.m. (M/Merrill, S/Childs) – passed unanimously.
Daniel Leavitt, Secretary