 the executive render update from the pre-discussion of the drive-off center for treatment. This side we can have the conversation before the executive session, where I'll be recusing myself there. Sorry, two months ago. Hearing no members of the public wishing to address the board, we'll move on then to agenda item number three, the consent agenda. Are there any requests to remove an item from the consent agenda and address it specifically? Kelton? Yes, I was hoping we could remove the executive director update off the consent agenda. Very good. Any other requests? And then just as a reminder, the process with the consent agenda, if there are no requests to remove something from the consent agenda, it is approved as presented and tonight it is with the exception of item 3.6 on the consent agenda, the executive director update. So I'll declare the consent agenda approved and then we'll move right into the discussion of the executive director update. Sarah, would you care to start the conversation on that? Sure, I'm just crawling past all the finance pages. One thing I will say is that we will be not including this amount of detail with the finances going forward. This was the end of the year, especially finances from fiscal 21. So it is taking a little bit to scroll down through. So you will not have this level of detail going forward in future packets. We're going to have a much skater version of the finances on a monthly basis. So if anyone was wondering why there are so many pages of finance. And I just want to jump in to help everybody out. If you're following in your board packet, the executive director update is on page 76. I'm going to try to point that out as we go along. Thank you. So yeah, so I'm happy to review any of the items on the, on my update. If there's one in particular that we wanted to discuss aside from drop-up center retreat. Oh, you can probably start with that. Otherwise we can certainly talk about the Richmond RP process and then which does lead into the need, I think, for another retreat. But if there are other items on the update that anyone wanted to discuss before we discuss that, I'm happy to do so. So let's dive right into the Richmond DOC. And I think you gave a good update or an overview in your report. So I don't think you have to go into too much detail about what's transpired so far. Yeah, and frankly, that process has been conducted at the select board level in the public arena. So everything is, you know, they're still proceeding along their path. Logan, I'm not sure if you have heard anything differently as far as the timeline of the last meeting I was at. The select board was still intending to bring a decision on the Richmond transportation back to the full select board at their meeting on the 7th of September. And Logan is nodding, so we'll see what that is. It's still the case. Okay, thank you. However, I think it does offer us a good opportunity to take another look at our drop-off center system. As many of the board members may recall, we did hold a board staff retreat about drop-off centers in 2018. That was kind of the year of retreats where we had one of the compost facility on the Murph and on the DOC's. And enough has changed in the past three years, I think that we want to, I'm recommending that we go back and have another maybe not full day, but maybe a half day really focused on the drop-off center system. Not just, you know, because of where we are with Richmond, there's also the uncertainty at this point about what may be the future of anything in Burlington. So we have two of our communities that are being flux. And again, we've learned a lot of lessons through our COVID experience with the drop-off centers in particular. So I do think it's a very good opportunity to take another look, a hard look, ask those same questions, but with updated information, new data, new perspective, and just make sure that we are truly setting ourselves up well for the next 20, 30 years, or are there really big changes that we need to make? I think we want to have that conversation I think sooner rather than later is my preference. I would like to make sure that we have a good, hearty conversation and that it'd be worthwhile and we're asking the right questions. We have enough people around the table it can be difficult to schedule a retreat, but that's why I want to bring it up now so that we can have you thinking about it. If it is something that the board also feels is a good idea, then we'll want to start really pulling that information together. Well, I don't know if you wanted to add anything to the conversation, you and I've talked a little bit about it. Yeah, thank you. With the possibility that Cancelo would be the winning bidder for the Richmond Drop-off Center, that introduces the private sector into the operation of drop-off centers. Cancelo may in fact be aggressive and interested in further expanding this business, that part of their business, and it's good for us to have that philosophical question. Should we be in the drop-off center business, or is this something that would be appropriate, perhaps better done through the private sector? I think there are some commissioners who have raised that question many times over the years, so it's good to have a vigorous discussion about that. And also as many drop-off centers will be requiring in the near future further capital improvements and investments, it's worth having that discussion and having the board provide direction to Sarah and CSWD staff on moving forward. So I think it's entirely appropriate and an excellent idea. Sarah had proposed, I think, late October, early November, I presume, a Saturday morning. That's how we had them in the past. I'm certainly open to other options for a half day, but what we have done before was a nine to one or nine to two. I don't know that we would need that long, but we could certainly do it eight to 12, nine to one. But by the half of the day, I don't think we need a full day. Any other board members think it's a good idea or have comments about the timing, Alan? Yeah, I think it's an excellent idea and hopefully we'll develop a lot of discussion about it. Please remember the second, third and fourth weekend of November is your season, Sarah. Yes, understood. Anybody else? Yeah, I think it's fine. I agree with Alan and you, Paul. I'm not sure the process for setting a date to, sorry, do you take a stab at it? We have down there some... I'll just say over... Jen, your... Jen, number one, I'm not checking it. Your audio is on, but if so, it was very tough. Thank you. So if you have a question or a comment, Jen, if you could use the chat. Your audio is being... Go off there, thank you. So, yeah, sorry, Paul. Your question was regarding scheduling. And so, Jen, if you could mute. I'm unable to. Thank you. So I would basically send out a sort of monkey or doodle poll with several options of dates and ask commissioners just to fill in as many as possible with their availability. Easy peasy. So I would say let's proceed with that. If you can get something out soon, so everybody can get it on their schedule. And I'd hope for as much, certainly as much participation from commissioners as possible. Any bigger decisions we need to make? I'm sorry, Paul, I didn't mean to interrupt. Go ahead. No, it's important. That's all. Yes, it is important. Thank you. And I was going to remind commissioners and for the newer commissioners that it would be a working session. It would be a publicly warranted meeting. So it would be something that would be, again, our materials would be on the website. It would be available to the public to attend. It would be a regular, basically a regular board meeting. A special board meeting has special meetings in the charter. So it's not a special meeting, but it is a kind of a working session of the board. It is an actual, it's a business meeting. So votes can be taken. Actions can be approved. Just want to make sure that everyone is aware that it is an actual real meeting, okay? Yeah, I just wanted to see if there are any commissioners that had reservations about holding a retreat or attending one in person as well. That could be another question too that we put on the survey. A kind of a comfort level for in person, I think, yeah, it's a very, very good question. And particularly as we get further into fall, it may be that we're still holding a virtual retreat. But I can certainly ask that question as well, as far as comfort level for in person versus virtual. We do have, I think several options in the district for being fairly spread out. So we possibly could hold an in person meeting, but that will also depend on the location and what their allowances are. But I'll ask that question as a good point. Great, I just want to be able to maximize participation. Yes, thank you. Any other comments or concerns about holding a retreat? No, I just have a quick question. Since I wasn't around in 2018, I assume that you would provide information or minutes for past history, just to give some perspective on what was discussed, what the philosophy was at that time, what the issues were. So I assume that, but I'm just wanting to put that out there because I'd have no idea what happened in that past. It's a good point. You're right to not assume and to bring it up. So what we would do and what we can do this week is send out that packet. So the information that went out for that retreat, we can send that along. A lot of it will be background and maybe not relevant, but to your point was it would be good to have that understanding of what was discussed at that meeting, particularly the minutes of that meeting, so that we can kind of set the table for maybe not recreating the wheel, not necessarily rehashing things that we don't need to rehash or just to be able to say, oh yeah, we did talk about that before. That is no longer an issue, but this one really is still an issue. So yes, we can send that out, both the packet information and then the minutes from that. Is there any other question or discussion about the executive director's update? I have to confess my ignorance since this was pulled out of the consent agenda, do we need a specific motion to accept your report or is it since it's just a report, it stands as part of the record? I think that's a great question and I will admit that I'm forgetting the process here. It wouldn't hurt to accept it as a formal motion. There's nothing, there's no action or decision that needs to be made, but to get it safe side, we can certainly ask for a motion to accept that report. Would anybody care to move the acceptance of the executive for director's update? I don't know, but I think we have it, Leslie. I saw Leslie and Logan, when we say Leslie moved and Logan seconded, I don't think there needs to be any further discussion on this, so all those in favor, please say aye. Aye. Aye. Aye. Any opposed or abstentions? Thank you for the important, allowing me the formality of accepting that. Ready to move on to agenda item number four, which is page 82 of your board packet, which is a memo from me. The background here is as I was preparing to become board chair, I thought it might be helpful at the very beginning of each year to just kind of have a pro former review of standard board meeting procedures and processes and kind of standard operating procedure. And that was the genesis of this memo. It's not my intent to read through this entire document. I did want to call out a few things though, just to help facilitate meetings, have them run on an orderly fashion, give every board member the opportunity to speak, and then also to encourage board members to be how to communicate outside of board meetings. So that said, I'll just bring emphasis to item number two in the district meeting participation guidelines. Robert's rule specifies that all comments by board members should be directed to the chair, even as this meeting has gone on, that certainly has not been the case, and that usually is fine. But I would ask the board members to keep that in mind, and especially if they have a dissenting opinion, as is written here, critical comments in order to keep the meeting moving smoothly and focused on the issue, address those to me, and then I can refer them either to Sarah for response or when appropriate to a particular staff member. But primarily the discussion and debate should be between the commissioner directed through me to Sarah, and then we can bring in other staff members as appropriate. Secondarily to that, just encourage everybody, once we get it to an issue, please try to refrain from continuing your dialogue back and forth and rather give other board members the opportunity to ask their question before coming back to ask another question that you might have. I just wanna avoid lengthy debates back and forth when other board members may have critical questions and not have the opportunity to jump in. This is especially challenging since we have so many different venues here, we've got people on site, we've got on Zoom, everybody has different technology, it's challenging for me to see everybody on a screen, and we also have, for some of us at least, the raise hand option on your Zoom, but I don't think everybody does, so bear with me and bear with us on that. The second point is communications. It certainly is important for board members to feel free to communicate to Sarah and staff, or I'm sorry, to Sarah, but would ask that questions and communications to Sarah that might involve staff be directed to her and copy me. Sarah's our executive director, she's responsible for managing operations, staff and their time, and questions really are most appropriate funneled through her. If you're not comfortable doing that, certainly you can send it to me and then I can decide best way forward, but I really like everybody to keep that in mind. The second and to me, more important thing was much of my time as commissioner, I just was never comfortable about how to communicate with other commissioners. We do have the open meeting law, and what I think most comes into effect is when there might be a quorum and when there's an email string going on with many different board members, we can easily fall into the problem of conducting business with a quorum that hasn't been properly warned and haven't given the public the opportunity to participate. So it's highly important that when we get on an email string that when you have something to say, just reply to, I would imagine perhaps the sender, but certainly include Sarah in that. Don't hit reply to all, that's when we could fall into a trap and run afoul of the open meeting law. Those were really my comments on that. I don't know if anybody has any questions or other observations. All the one clarification on reply all, the main instance where it is okay to reply all is if we are planning a meeting. So that is okay, but generally we don't, that's not how we plan our meetings is by sending something out and then saying, hey, what do you think we do? As I described earlier, if we need to have a special date, I will send out a poll and then that will just come back to me where we have regular meetings we established that at the annual organizational meeting. But if there's some instance of scheduling, that's really the main and just about only area that it is okay to reply all. Otherwise, just don't. I will save everyone a lot of headache, just as Paul said, reply to the sender and copy either one of us or the original center, please. And I also point out for perhaps newer board members that a quorum is defined or determined by the number of votes that all of us as commissioners have. So I'm not sure how many votes Burlington has, but Underhill has one vote. So if we have an email discussion and Burlington is on there with another couple of high population towns, we are easily over the quorum threshold when it may only be a handful of people communicating. So it gets very tricky. That's right. And the open meetings, law and the quorum requirements are also for committees. So it is not just for conversations with the full board but it is also forums of the committees. So to be cognizant of that as well. And again, it's Paul's correct. Our votes are weighted by population. So again, Burlington has the largest number of votes that we've, Burlington has nine. Yeah. So if you've got Burlington and Essex, the two Essex's and it's up Burlington, then we are definitely in the open meetings, danger zone. So it is critically important that we be aware of that. So that concludes my points and my purpose in bringing this up. And if I continue as chair, my intent would be really at every June meeting to just have a kind of a pro forma review of this to remind everybody. I think we're then ready to move on to item number five on the agenda, finance committee member appointment. This is page 83 of, I believe, maybe it's not even in the packet, but we're in the page 83 range of the packet. John Gifford, board representative from Milton, resigned a month or two ago. He was a member of the finance committee. Finance committee is to be comprised of three board members. We're currently at two. So to bring that membership up to three. The word was put out, if anybody was interested in putting their name forward for appointment to the finance committee, which is something that I do as chair. I know of two people have expressed interest, that being Bryn and Kelton. Is there anybody else who would be interested in putting their name forward before I make a decision as to whom to appoint? It's an interesting part of board responsibilities and meetings you'll learn a lot on the finance committee. Hearing none, I'm going to then go ahead and appoint Bryn to the finance committee as our third member. I think she'll bring some good experience and good perspective and balance to the finance committee. And I know she's very, very busy and appreciate her willingness to offer more time in that service. And I also appreciate your willingness, Kelton, to put your name forward on the finance committee. Sorry, we can't appoint you at this time. There will be other opportunities to get deeper involved in board matters. Next item, five, finance committee, I'm sorry, item six, the ad hoc committee with the salaries and benefits review. And this is page 84 of the board packet. Sarah put together a memo explaining a bit of the background and the reasoning behind appointing this ad hoc committee. I've been doing a lot of talking. Sarah, can you just jump in for a minute? Sure, sure. So as the board may remember, we contacted with Gallagher Flynn to conduct a compensation study normally. We would do these every five or six years and it had been eight or almost nine years since we had done a comprehensive study of our compensation system. And we had included the study in the board packet. It was back in May, Amy, correct if I'm wrong, and the meeting ran quite long and we did not get to that. So we brought, it may even have been June actually, we brought the study to finance committee. And the finance committee really felt strongly that the study needed to be further vetted and that there were a lot of issues not just kind of contained within the study, but that there was more conversation to be had regarding the wages, salaries, compensation, benefits, et cetera. So the suggestion was made by the chair of finance committee, professionality to form an ad hoc committee to do a deeper dive into this issue. The suggestion was made that the committee be comprised of the finance committee members and then an additional couple of members on the board to broaden the conversation into this issue. So you have that brief description again in the memo, the charter does allow for the board to seat these committees and it would be a very short duration because if in my mind it would be the most beneficial to have these conversations ahead of our next budgeting cycle. And as we've been letting you know, our intent is to begin staff budgeting work much earlier than we normally do in the hopes of bringing the preliminary budget to the board by December one does what is included in our charter we are supposed to be bringing that preliminary budget so that we can then have a full month really of public comment period on the budget. And we can let our member towns know of any intent to assess any municipal per capita fees ahead of municipal budgeting process, which for most of our communities generally takes place in December and January. So we wanted to have this conversation, the compensation conversation ahead of that process. So it'll be a very focused set of meetings, no more than most likely three or four stretching it. I'd really like to make it nice and focused and to have some decisions such guidance. This committee would not make decisions, it would be again reviewing an advisory and then if there are decisions to be made to bring that full board for your approval in November I think to that meeting, particularly at the schedule about that. And just to kind of reemphasize what some of the points that Sarah had made, the intent is to appoint an ad hoc committee would be comprised of the three members of the finance committee. And Sarah is recommending a total committee size of between five and seven. So I would hope that there would actually be at least two commissioners willing to step forward and participate in this process and having a broad representation. To me compensation is a very important issue. It's obviously important for each individual staff member. There are ramifications for the longterm because it is part of the budget and drives so much of the budget. So it's really important to get as broad representation across the board as possible. I'd also point out and emphasize the charter does say, and I'll read this specifically section 11, the board of commissioners shall have the authority to establish any and all committees as it may deem necessary. And for that reason I've asked that there'd be a motion that we can vote on tonight to establish this ad hoc committee and further to authorize me to appoint the members of this ad hoc committee. I'm not sure if we have that motion first or just open it up for some general discussion and then proceed to a motion to authorize this committee. I see, Ron, you have your hand raised. Yeah, I'd just like to observe that group theory establishes seven as an ideal number. So for whatever that's worth. That would be great. That would require four additional commissioners. We'll see what we can get. I don't think I'm going to ask for volunteers right now. If I get the authority to appoint them, we can do that after this meeting. Well, Allen's hand is up. I'm sorry, Allen, yeah. I would be glad to volunteer for the committee if all. Thank you, Allen. South Burlington here, I'd also be interested in volunteering for that committee. Okay. Again, I... I'm sorry, Liz, Liz from Colchester. I can be on the committee if you'd like. We're up to six now. Williston, Calvin Bogaskin, Williston, interested in volunteering as well. Well, we have seven names to formulate this committee. So again, I would like there to be a motion. Sarah, do you have language for a motion that could be read out? Let me, let's take a stab here. So be it resolved that the board of commissioners authorizes the establishment of an ad hoc committee for the specific purpose of reviewing the compensation study used by Gallagher Flynn and making recommendations to the full board regarding the contents and authorizes the board chair to appoint no more than seven board members to the committee. Leslie, do you? Yeah, I think we want something that the intent at the finance committee was something a bit broader. We did not want to be confined to the Gallagher and Flynn study or recommendations. We looked at this as more comprehensive review of the district's compensation policy. So I think the charge to the extent that the motion authorizing the appointment of the ad hoc committee is a charge to the committee. It should be broadened. And I'm sorry, but I have to take this call. So we had a friendly suggestion here to broaden the scope or modify the wording of the motion, Sarah. So the result of the CSWD board of commissioners authorizes the establishment of an ad hoc committee for the specific purpose of, and then Leslie's suggested language of to review the compensation compensation. Policy and structure, the district's compensation policy and structure and bring a report to the full board for consideration. And we're in fourth, a report to the full board for consideration. And it overrides the board chair to appoint no more than seven members to the committee. So those seven members are 22 votes. So it is of course the full board. So what that would mean is that that committee would be able to conduct business and make decisions. So I think by saying and bring forth a report, we are including in the charge that it is not the intent of this committee to make a decision to make any formal recommendations any changes to not change policy, but the intent is to bring forth just a review or report, perhaps recommendations. So we got the record clear on that. That this is an advisory evaluation and advice, not action and that no votes will be taken that would bind the board to any course of action. So as you would, you would express that Sarah in your memo, but that was the intent. Well, I think we just want to confirm that that is still the will of the board at this point. Question, isn't it the, if I understood correctly again, this is a bit of a technical issue, I guess, but isn't it the case that ad hoc committees, ipso facto do not have the right to bind the board in any decision that ad hoc committees can only, I mean, they can bring a topic or a suggestion to the board, but they cannot in any way act on behalf of the board. Do I understand that correctly? Is the nature of an ad hoc committee? I mean, the nature of the ad hoc is that it's temporary, not necessarily that it can't act for school. Okay, there's just a technical for clarity. Okay. Very good question. And Amy is correct to bring to the attention that we do have a quorum with these particular. That's helpful, yeah. But we just wanted to make sure that we're confirming the intent is to not take any action within this committee rather to bring anything back to the full board with consideration. In the form of a report. Would anyone care to move that and second it so that we could further open it up for discussion and clarification? Second, Richmond. It's been moved and seconded that the board establish an ad hoc committee. And I'm not, I don't have all the wording that Sarah just read, but establish the ad hoc committee for the purpose of studying and making recommendations on our compensation policies and programs and solely to make a report discussion hearing none. I think then we're ready for the question. All those in favor of authorizer of approving the motion to establish an ad hoc committee. Please say I or raise your hand. Hi. Hi. Hi. No. No. Good evening. Representatives. Abstentions. We have established the ad hoc committee and given me the authority to appoint. Those members and I might as well go ahead then and do that right. Now, I hear by appoint the three members of the finance committee. That being Leslie, Tim, and Brent Oakley. And in addition, Stabler, Kelton Bogatsky and Liz. I'm sorry, last name popping out of my head right now, Liz. It's Hamlin Vols. Thank you very much. You are now appointed and you will be hearing from Sarah shortly. Thank you. Thank you everyone. We're moving on then to item number seven, the Environmental Depot Project, which is on page 86 of your board packets. And Sarah, again, I'll turn that over to you. Thank you. And I'm actually going to turn it right over to Josh Tyler. Josh will talk you through this project. It's an interesting project. We have been wanting to make some improvements to the Depot for a long time. It always seems to get pushed into the out years of the Capital Plan. So this is in part to be able to really bring the paint program back. Several years ago, we needed to get some more efficiency in the paint program. So we looked towards renting some warehouse space rather than expanding at the Depot. That gave us some time and really time and space to be able to take a look at the functionality of the Depot, to see how we could better be more efficiencies in the processing there and then to actually to the goal always being to bring paint back to the building. So Josh, if you could kind of walk through and what this project will accomplish in any of your particulars. Yeah, this project will be on if you're looking at the Depot on the left side of the Depot. So the right side is where we aggregate all household hazardous waste that comes in, including paint. The left side, which is almost the equivalent of half of the building, is remnants of the old biosolid structure that we used to have. So the grade of the building actually drops from the surface down about seven feet in a certain section and down about 10 feet in another section. And that was to accommodate some of the equipment for the old biosolid facility. We've been working on what to do with that for as long as I've been here. And we kind of finally came to the conclusion, let's just fill that entire void space and bring the entire floor of the left side of the building up to the existing surface grade. That's beneficial because we have two roll-up doors, so we can bring forklifts in and out of the building. It'll increase efficiencies because we don't have to load paint up into the rover and drive it over to the paint, is what we're calling the paint depot or limerock. So that'll be really nice. Also, with what Sarah said, having limerock the rental space, it actually was the first time we had a flat space to figure out the paint program. So we worked through a lot of the processes there, so we're planning on bringing it back now. So the idea would be to bring up the actual existing working floor to grade and then pour in a concrete slab on that grade. So that's the basics without getting into too much details. Earlier this year, Vermont Agency of Natural Resources, the Department of Environmental Conservation, released the Materials Management Infrastructure Grant, and it focused on household hazardous waste. The grants were awarded up to $100,000. We applied with this project in mind because it was a shovel-ready project for the most part, and we were awarded that. So the project, we're estimating to be about $218,000. Now that does include about a 14% contingency with us being reimbursed that $100,000 grant award. We have one contractor in place currently, and we'd love to get this done before the end of the calendar year so that we can move out of the existing paint program and into the depot space. Currently, we pay a little more than $30,000 a year to rent the paint space that we're in now. So net costs to the district will be about $118,000 if the entire project cost is seen, which we don't anticipate, but we don't want to have to come back to you guys again. Any questions? Josh, I'll just clarify. You had said that the offset would be the reduction in lease expense of about $30,000 a year. So very simplistically, if the district expense is $118,000, that's roughly three years of savings on our lease that would pay for this project. I know it's a very simplistic formula, but is that what you're saying? That's exactly what I'm saying. Does anybody else have questions on this? Were we ready to have a motion? It seems to me we're ready to then act on this motion. We do have a resolution. I can read that into the record if you'd like to call. Thank you, Sarah. Be resolved that the Board of Commissioners authorizes the Executive Director to enter into a contractual agreement with Stuart Construction to complete work associated with the CSWD Environmental Depot project for an amount not to exceed $218,000. Anyone here? Amy, did you capture who moved it? I did. It was Paul from South Burlington and Kelton from Williston. Thank you. Sorry, Katie, you missed. Is there any further discussion on this motion? And I think we're ready for the question. All those in favor, please signify by saying I. I. Any opposed? Say no. Abstentions. The resolution is approved. Thank you very much. Thank you. Next item on the agenda is Item 8, Executive Session for Purpose of Discussing Contract Negotiations. Amy, do you have some language to read out for us? I do. I move that the Board of Commissioners of the Chittenden Solid Waste District go into Executive Session for the purpose of discussing contract negotiations with respect to the Organics Diversion Facility, where premature general public knowledge would clearly place the district its member municipalities and other public bodies or persons involved at a substantial disadvantage and to permit approved staff in the Solid Waste District attorneys to be present for this session. Move. Second. Richmond. Just a quick comment here. I'll be recusing myself in this conversation. Kelton Willson and Kalen will be from Willson will be present for the conversation where she should have logged on. So thank you. Thank you for pointing that out, Kelton. All those in favor of the motion to enter into Executive Session, please say I. I. Opposed? Sentience. We'll now move into Executive Session of the link that Sarah had sent previously. Recording stopped. Executive Session. Allen Seconded. Bryn moved. Allen Seconded. All those in favor of leaving Executive Session, please say I. Opposed? Abstained. We have left Executive Session. And for the notes, Paul Lee Seconded. Oh, he did. Okay. Thank you. Yeah. The last item on the agenda is other business. I have put on the DOC retreat. We've already covered that. So unless there is other business to attend to tonight, I would say we are adjourned. So moved. Thank you, Leslie. Do we have a second? Second. Okay, to get it in. You got this. All those in favor of adjourning, please say I. We are right on time, 7.30. Good night, everybody.