East Central Vermont Telecommunications District (ECFiber)
Governing Board December 11, 2018 – Minutes

Call to Order: Chair called the meeting to order at 7:05 p.m.

1. Attendance
Chair called the roll and established that a quorum of member towns was present. See attached attendance record for details.

2. Introduction of Guests
Stan Williams (ValleyNet), Carole Monroe (ValleyNet), Chuck Sherman (ValleyNet), Marty Blumberg (Treasurer), Jim Ludwig (Tunbridge), Amy Frost (Tunbridge).

3. Changes to Agenda
Item 9 will be taken up before hearing various reports, to accommodate Stan’s schedule.

4. Public Comments
None.

5. Accept Minutes of November 13, 2018 Meeting
Motion to accept minutes of November 13, 2018 meeting. (M/Graham, S/Karon) – passed

6. Executive Committee Report
The Executive Committee met last week. We heard construction and operations update, including discussion of storm damages. George asked for a clarification of what we mean by underserved areas and agreed to draft a statement that better defines this. George also announced that he is moving out of the area and will be resigning from the Governing Board.

7. Government Relations Update
Jim is working with Carole to identify changes that the Legislature could make to improve on make-ready issues. One-touch make-ready is one such possibility. Even changes made after our build is complete are desired as they could help other CUDs to avoid some of the problems that we’ve had to contend with.

8. Construction and Operations Update
Carole reported that storm damage has occupied much of their time for the last three weeks and they are finally back to making progress on installs again. The Rochester hub had issues with found frozen conduit but one conduit has been thawed and another is planned to be thawed on Thursday. Once the Rochester hub is ready we can light Granville and Hancock and should be able to bring many customers, who already have drops installed, on-line quickly. The storm-related outages numbered 130 throughout the district plus the entire town of Barnard. We are reporting 3169 customers at end of November. Pole applications are in for all of the 2019 build and pole collection for the 80-mile extension is complete.

We have received the new Connectivity grant maps and are applying for those that are in our area. A total of $220K is said to be available throughout the state.

Carole reported that she has been attending Economic Development meetings around Vermont and that there is growing interest in a lot of communities for creating other CUDs (basically replicating ECFiber’s model).

We received sixteen applications for the Managing Director position and are in the process of vetting those. We will be conducting phone interviews followed by in-person interviews in early January.

9. Adopt 2019 District Budget
Motion to Adopt the 2019 District Budget. (M/Masland, S/Childs).

Stan reported having made changes to ValleyNet salaries to get closer to market rates. We will end the year with 775 miles built and about 125 miles of build carrying over into 2019 Q1, which represents about a $1M carry-over. The EBITDA coverage factor is at 1.44. We hope to add 1600 customers next year. I have added footnotes at end of the budget to better describe what “unserved” means and what is included/excluded in our estimates.
Vote – Passed unanimously, no abstentions.

10. Adopt Net Neutrality Policy
Motion to Adopt a Net Neutrality Policy, which reads:
ECFiber believes that an open and non-discriminatory Internet is essential for economic sustainability and educational opportunity. We do not block or discriminate against any legal Internet communication on the basis of content, origin or destination.
(M/Leavitt, S/Webb) – passed unanimously.

11. Adopt Data Privacy Policy
Motion to Adopt a Data Privacy Policy, which reads:
It is the policy of ECFiber to protect the privacy of its customers by not disclosing 1) their personal information or 2) data relating to their internet usage, to any third parties unless required by law to do so.
(M/Leavitt, S/Graham) – passed, Brand abstains.

12. Minor Correction to the Aug 14 Resolution on Certification of Lit Miles
Motion to modify the General Bond Resolution amendment adopted on August 14 to read ‘Prior to December 31 of each Bond Year, the District shall certify…’, and to alter the minutes of the August 14, 2018 Governing Board meeting accordingly.”

The amended resolution now reads:

Section 5.4. Reserve and Contingency Fund. (A) There is hereby established a special trust fund of the District to be held by the Trustee and to be known as the “Project Reserve and Contingency Fund.” The Reserve and Contingency Fund shall be used to pay, as the District, at its sole discretion determines for (1) necessary renewals, replacements, modifications, capital additions, betterments and extraordinary repairs of the Project, (2) costs of retirement from service, decommissioning, disposal and termination of the Project, and (3) extraordinary operation and maintenance costs and the costs of preventing or correcting any unusual loss or damage (including major repairs and insurance deductible payments). Any Supplemental Resolution providing for the issuance of a Series of Bonds may provide for a deposit from the proceeds of the Bonds into the Reserve and Contingency Fund. Prior to December 31 of each Bond Year, the District shall certify to the Trustee the aggregate number of miles of Project telecommunication lines, and for the next following calendar year the Reserve and Contingency Fund requirement shall be adjusted as provided in Section 1.1 (PP). If on the last day of any Bond Year the amount in the Reserve and Contingency Fund, after deducting any amount committed or obligated for the purposes specified in this Section but not yet paid, is greater than the Reserve and Contingency Fund Requirement, the Trustee, after making any payment required by this Section, shall pay the excess to the Revenue Fund. If on the last day of any Bond Year the amount in the Reserve and Contingency Fund is under the Reserve and Contingency Fund Requirement, the Trustee shall make up the deficiency by transfer from the Revenue Fund.

(M/Leavitt, S/Gillette) – passed unanimously.

13. Old Business
None

14. New Business
None

15. Adjournment
Motion to adjourn at 8:11 PM. (M/Gillette, S/White) – passed.

Note: The next Governing Board meeting will be January 8, 2019.