 Call the meeting to order of the CB Fiber Governing Board meeting for January 2019. Are there any additions to our changes to the agenda? I just want to give a very quick report about discussions we've watched in a long time. Okay, that sounds good. Anything else? Okay, any public comments? Any comments on items that are not on the agenda? Okay. A Treasurer's Report, back up. Yeah, two seconds. Are you good or do you want to go get the other side of Chris's presentation? I can go now. I was just pulling it up on the computer. Okay, so as of today, in addition to the initial 125 put into the, we've received $4,009.89. So, $4,009.89. And there's some, I didn't calculate what the fees were out of that, but because the online donations take a cut. And with that, with the advertising that I did on Facebook right towards the end of the year, did that result in anything at all, aside from that it's on board members? One donation that wasn't a board member. Okay. On the 31st. I think I know. Any questions for Bethna? Chris, it is all you. Wow. And I'll let you introduce yourself. Tell us what's what. Great. Let me just set this up. Chris, would you rather switch places with me so you're over here? You know, actually, given the fact that I seem to be at an angle for everybody, why don't I just do what's over here? Yeah, come on, that's it. Hi. Some of you know me, some of you know me, some of you may not. My name is Chris Campbell. I'm a principal consultant with Tilson Technology Management. We are a company that does telecommunications consulting and network services, just as a way of a personal introduction. I'm a resident of Montpelier, so sort of whichever direction this conversation goes tonight. I think this is an interesting project and I'm looking forward to its success. My background, I spent about 20 years working in various roles, mostly in telecommunications and technology for the state of Vermont before joining Tilson. A good chunk of that time was spent with the public service department. The last five years was spent at the Vermont Telecommunications Authority before that was folded back into the public service department. And we did a number of things there, but one of the things I think is a little bit relevant to this conversation is worked with EC-Fiber on a model that actually allowed the VTA and EC-Fiber to collaborate on the pieces of their network that the state funded and build it and now are integrated into the network that they used to serve their communities. So I think that was actually something I'm particularly proud of because before I came on board the organization had an EC-Fiber kind of a fraught relationship and we managed to put something together that actually allowed people to work together. That's, I think, emblematic of a lot of my approach in working in the sector environment. Since then, for the last four years or so, I've been at Tilson and what I'd like to do today is introduce you a little bit to the company, what it does and in particular the broadband consulting work that's the part of the company that I work for and talk a little bit about how we work typically with organizations like yours that are looking at some form of municipal broadband project. Also, though, I want to talk a little bit about my understanding of some of the, I think, particular hurdles that are remarking communications union district-based isn't getting off the ground and some thoughts about maybe some different ways of perhaps working together that address some of those hurdles. Feel free to stop me at any point if you have questions. You don't need to save them to the end. And I also want to point out that our agenda is rather short tonight. So if we go beyond the schedule of 30 minutes that is according to what's in here it's really no problem whatsoever. So please ask any questions that you might have. Don't worry about mine. Okay, great. Okay. So one of the things I like to say about Tilson is that who we are, we are both of these guys, right? So we actually have quite a significant, actually the biggest part of the business is actually working for entities who are building, designing and building networks. So we do a lot of work both in fiber but also wireless. We do a range of things from engineering, pole attachments, site acquisition, construction, maintenance and pole ownership. We also have a consulting part of the business where we do work for people who are perhaps looking to own networks or looking to fund them is oftentimes what I would say. So we do a variety of engagements that range from broad planning to feasibility studies to when we work for some public agencies we do broadband program design and implementation and we also do technical audits after networks are built and funded. It's a rapidly growing company. We've quadrupled in size since I've been at the company. We've been on the Inc. 5000 for at least seven years running in a row, which is pretty unusual. And the company is headquartered in Portland, Maine, but we have 17 offices nationwide, which is actually a significant expansion since I've been there. So broadly, you know, we do work in telecom network services and the work that we do there is really broad ranging. A big chunk of the investment that's being made in telecom in the U.S. today is being in 4G and 5G networks and so we're doing a lot of work in that space. But we also do work for fiber network owners. We do work for municipalities, utilities, telcos, and even a little bit for wireless ISPs. On the broadband consulting side, again, our principal focus is on the public sector side. So most of our clients are either at the municipal level or at the state level. But increasingly we've been developing a book of work that is actually for investors, private investors who are looking to put money into broadband networks, most typically fiber networks. And so we've been doing a variety of due diligence kind of engagements with those groups. So again, we actually have, at this point, we've expanded to a nationwide presence in terms of our offices. And we have a C-Lite affiliate as well, which doesn't actually do what you typically think of as a competitive telecom company doing. It's really more of a vehicle for facilitating network access for the clients who are actually building and operating networks itself. Tell people what a C-Lite is. Yeah, so a C-Lite is a competitive local exchange carrier. The significance of that is that, and the primary reason that we go after it is because in many states and many jurisdictions, your ability to access polls or rights of way can be tied to that regulatory classification. So it's something that we've gone after in essentially 50 states, almost at 50 in terms of receiving it, the certification, because it gives us a tool to help our clients get access to those pieces of critical infrastructure. So this is a small sampling of the clients that we're doing. I'm focused here on the government and nonprofit clients. So like I said, we have actually four state broadband agencies as clients. We have many more than one municipal client, but I call out Sanford, Maine, and pardon because it's in northern New England, and it's one of our clients who is the furthest advance where we've actually helped them all the way through the initial planning, feasibility study, engineering, construction, negotiating with an ISP partner. It's one where I can show you the full end-to-end life of that project. And the other one I put up here is an interesting one that we worked with recently is the Post Road Foundation. It's a foundation that came out of Harvard, it's funded by the Rockefeller Center, and they've been doing work on how to accelerate investments in municipal and cooperatively-owned broadband infrastructure. So we've worked with them to do essentially prefisibility studies on a couple of communities in northern New England. The interesting thing about that is it's an interesting intersection between some of the municipal work that we've done, but also some of the work for investors that they've been focused on talking to both communities, both municipals, cooperatives, and private investors. Going through this really quickly is turning to some examples on the network deployment side. On fiber deployments, really everything from designing it, permitting it, surveying, and construction and construction project management are things that we do. We have a similar range of services on the wireless side. On the wireless side you have a client's range from cellular although that's mostly focused on getting on structures, but in terms of the network design and analysis, wireless ISPs, utilities, a range of those kinds of companies. Let's talk a little bit, though, about the work that we do for municipalities when we're in a consulting mode. So I've got two slides on this. So here are some of the things that are within our wheelhouse that we've done with many, many municipal clients, many of them in New England, but at this point sort of spread around the country. And it ranges from early stage broadband assessments and plans. I think that's probably less interest you because the typical client who does that is trying to figure out what they want to do about broadband. This organization is sort of born with its mission of what it's going to do. So really I think more applicable to what we're talking about here are feasibility studies where we do what I would call mid-level design. Not a fully engineered, constructible document, but something that allows us to develop a cost estimate and allows us to develop a financial analysis of it. We have a pretty detailed workbook that we use to work those up. Look at the business case. We can look at it under a variety of different operating model assumptions. How do you work with a private partner or even do it yourself under a variety of situations? And also be able to look, you know, scenario. How sensitive are we to different take rates, different revenue assumptions, different costs? We can do that kind of scenario analysis. Oftentimes clients of ours who sort of graduate beyond that stage and actually are looking to implement a network, we find that the most common form of project is a public-private partnership where the municipal entity is working with a private ISP or a network operator. And so oftentimes we work in the mode then of helping them select and structure their agreements with their partners. And our municipal clients usually find that having somebody with that industry knowledge helps them do better deals when it comes to doing the public-private partnership. And then, you know, beyond that, we don't always, with our consulting clients, it's not necessarily a given that we go to design a construction. Probably the most common service that we do for our consulting projects is to do the engineering phase, the detailed bill of materials and help them select their construction vendor. But, you know, we have been involved on an ongoing basis with the construction project management and the poll survey and helping you get access to polls and things like that. Let me pause there and just see if there are any questions about that. I mean, these are the typical services that we do with our municipal clients, and I think are the ones that sort of the suite of services that is most applicable to the kinds of things that you're looking to do. So let me just stop and see if you have any questions on that so far. Just starting on wording there on the last one, poll survey and licensing. What do you mean by licensing? So, you know, a typical arrangement is that you would enter into a poll attachment agreement with a poll owner or poll owners, electric utility or telephone company who owns the polls. And then once you have that sort of overarching agreement, you would prepare and submit individual poll licenses or batches of polls, if you will. So, you know, we have a whole department of people whose job it is to negotiate, you know, poll agreements and prepare poll licenses and manage the process of getting on polls. So that's, does that answer your question? Okay, great. Is the process the same in most states? I mean, I assume by the way you operate around their country that it is very similar. But is there anything unique about what happens with broadband in Vermont that we should know about? Well, there's one thing that is fairly unique in Vermont that is unique in your favor. And I know about it because I helped to create it. Which is that in many states, access to polls and even to public rights of way are often limited to regulated entities. In Vermont, it's sort of atypical that's been expanded to include broadband providers and broadband infrastructure providers who may or may not have a regulated business. And so that's something that is a more favorable situation in Vermont than oftentimes you'll find in many states. And has that had an impact in Vermont in terms of building out of broadband? Or is it waiting to be tapped as a... Michael, go ahead. Let me just say that the Grassford Municipal Project did not apply for a certificate of public good. They asserted that they were a broadband provider to the Public Service Board at the time, you know, the PUC. We've granted that. They had to demonstrate insurance and a couple of other things. And then we granted that. And by then to that, they had to write to all the polls, cash and polls, without being a C-leg or without getting a certificate of public good. So that absolutely is an advantage. Yeah. And because that's often the case in most states, that's why Tilson went to the effort to become a C-leg in all these other states. This is often if you need that and not everybody has it. So quick question. Would you be willing to share your slideshow? Sure. Okay. Easy one. The second, how does the relationship with private investors work then? Is that they come in and, you know, they buy bonds somehow through you or promissory notes? Or how does that usually structure? Are there rates that you know of? So actually, I'm going to go into that in a little bit later in the presentation. I will say that what I'm going to present to you is not necessarily the way we typically work, right? So this isn't something that I would say, you know, we've done this deal half a dozen times. It's actually, you know, something that is a response to what we've observed in terms of the momentum and the trajectory of a lot of municipal projects, which is often quite slow. It oftentimes, you know, takes years and years and many, many, many, many integrations. And there's some communities, frankly, just run out of steam and they never get there. So this is something that I think we've been able to observe both from our work with municipal clients and our observations, some of the insights that we've been able to glean by doing projects for investor groups and organizations like PostForever, about an alternative way it might work. And it's a way that may fit, I think, some of the particular constraints that you have here. But we'll see. I'll tell you, and you give me the feedback on whether you agree with it. But first let me just sort of say, you know, our typical way of working is fee-for-service, right? And honestly, if you wanted to hire a fee-for-service, we'd love to work that way. That would be our preferred way to do it. It's the way we usually work. And, you know, we are basically, we work as your expert in dealing with the other people who are in the industry that is sort of the expertise on your side, right? So we're, you know, we're not looking to be your ISP. You know, we're willing to do as much of the work on network development as you think is advantageous to us. But if you want us to simply work in an advisory role, we're perfectly content to do that as well. So, you know, basically, you know, we find that it adds a momentum to a project if you have a company like Tilson working with you. Yes. Maybe a quick question. One of our models is EC Fiber. And I don't know if Tilson worked with EC Fiber. Well, no. But you may know who did and what kind of work they did for EC Fiber. And that's what we're encouraged to know. I think there are other people who also have knowledge. So if you do, feel free to feel free. I mean, I think that, so they worked from a very early stage with Ballinette, which was a nonprofit ISP. Matrix. And Matrix, yeah, Matrix, which is a engineering and construction company. So in some ways, they picked their partners at the outset. And honestly, I don't really know exactly what process that they went through to pick those. I do know that some of the major personalities that went along with it, you know, Tim Nelte, who was involved with Burlington Telecom, you know, went to Ballinette and was part of the group that, you know, pitched EC Fiber and developed that relationship. Ron Castle was the principal of Matrix and I'm a little bit less clear about what the relationship was there. But they picked their partners from the outset. I think that, you know, they raised a lot of their initial money through notes, you know, particularly from borrowing. And they had, they raised it from the community. They also raised it a lot of it from some of the people who were on the board of the organization or on the board of Ballinette or from Matrix. So, you know, that's as much as I'm aware of in terms of their process. Thanks, Ben. Let me just say it one thing. And none of those organizations, except for Ballinette, are still the DC Fiber. None of the people who like to notice not with them, Matrix is not with them, whoever did the initial construction is not with them. They're using a different engineering and a different construction contract. Yeah. Really using that. Fiber Smith and Ristus. Okay, so let's talk about, so I'm familiar with the Vermont Communications Union District legislation. And although it's relatively new, a lot of the elements of it you can see, you know, going back several iterations into other municipal networks in Vermont. Here are some, these are my observations. If you don't think these are true, feel free to speak up and let's, let me get your perspective on it. But, so here's some of the parameters. So net revenue is the principal source of funding of repaying financing for Vermont Communications District. You're not allowed explicitly to use tax money. So, you know, unless you're getting, you know, grant money or you're, you know, borrowing money, I mean, the revenue is what you have to pay your bills. And if you borrow money, unless you're getting grant money, the revenue is what you have to repay the borrowing, right? And so one of the, I think one of the hurdles for a new district, as opposed to something like EC5 or where they've sort of, you know, launched. They've already, they've already got a track record. You don't start with a track record of generating revenue. So the question, just two questions really. So how do you really first, you know, achieve enough scale so that you can actually efficiently operate, right? I think EC5 probably operates a lot more efficiently now at the scale that they're at than when they first started. And, you know, how do you acquire the talent you need before revenues? I mean, you're, I'm sure, a hard-working group of volunteers, but you're a group of volunteers, right? And really, your effort should be larger than the effort that can be carried out by group of volunteers. You want to be providing the direction and you really, you know, need folks to help you achieve your vision. So oftentimes, well, first let me stop there. I mean, does this seem accurate? I see a lot of naughty hands. So oftentimes I like to start with where are we trying to get to, right? And I think this may not be everything, but I think that the place you're trying to get to is Central Vermont Internet has constructed a district-wide fiber network, which is operated by professional staff at efficient levels, which generates sufficient net operating revenues to service any debt obligations. So the question is how do you get there? And so the alternative I want to explore is what if you could essentially start there instead of having to get there? So this is what I think, you know, could be an alternative approach that could potentially work with the kinds of constraints that a municipal communications district would not face. So it would work something like this. Central Vermont contracts with a project developer. That developer is charged with delivering a functioning, fully developed network with paying customers and a team to run it. The project developer is responsible for finding investors to fund the construction and the initial startup and assembling the team to build it and to operate it. The project developer gets paid to do this as fees that are part of the initial capitalization and operation of the project. So in other words, you're indirectly paying the project developer, but you're not directly paying the project. So they're taking the initial revenue stream? Or they're getting paid out of the initial capitalization of the project. Assuming there is an initial capitalization. Assuming there is an initial capitalization, exactly. So Central Vermont internet agrees to purchase the resulting network at a pre-negotiated price in time once it's constructed and developed a track record of generating revenue. So the trick here is finding the price that makes sense for the investors and the project developer financially. And also is reasonable enough that you can borrow to raise the money to pay it and that the cost of servicing that borrowing can be paid out of the revenue stream that the network at that point already has. So who is the owner that we purchased from? Is it the developer or is it the investors? It could be either one the way, and I'm not really wedded to one or the other at this point, but the way I'm tending to think about it right now is the developer and the investors are two entities. There is an investor group whose purpose is... Do they own it? Yes, they own the network. But they get their early out... But they have an exit strategy, right? And their exit strategy is you, right? So it's part of the agreement that they will be gone? They will be gone. They will be gone, right? And this is the idea of building a network for the purposes of selling it is a thing, right? And there are investors who are not looking to own it for 20 years. They're looking to have a three to five year window and be out, right? So that's not a guarantee that the economics of this particular network fit their criteria, but as a category it's a thing. So the key is, for you, is that it eliminates the challenge that you have at the outset, which is that trying to borrow against a network that doesn't have a track record. You essentially agree to buy the network once it has a track record and is meeting certain performance metrics. And the investor group is basically having whatever credibility the central amount fiber has from its member towns in order to negotiate pull agreements, etc., that are necessary for them. Yeah, I mean, I think that the pull agreements, I don't think that you would need, this is a little bit of a weedy question, but as I'm giving you a little bit of a weedy answer. I think that probably you wouldn't need central remote internet to be involved at all in the initial getting the pull attachment agreements. However, if it wasn't, you'd have to have a mechanism for transferring those pull licenses over. I can think of a number of different ways to do it, so I'm not going to say which one. Would it be branded, though, a central remote? I think you could. I think you could do that as part of this. Yeah, I mean, if the idea is to sell it at a sort of a known point in time, I think you could do this with a central internet brand. I would expect that central remote internet, there would be a negotiated set of parameters so that you're comfortable with that brand. You're going to want to know things like pricing parameters and speed tier parameters and things like that. So I think it would need to be presented to the public as a partnership that has these parameters and these sets of responsibilities and different sets of time. What is the pre-negotiated price determinant? I think you have to negotiate at least a mechanism for doing that up front. So it's not the only way you could do it, but for instance, you could do it as a certain multiple over net income. Something that would be, I think well understood by the investors would also be well understood by people you'd be trying to sell bonds to. That seems like that could be fraught with all sorts of risk for both the developer, the private contractor, as well as the communications union. Well, I agree. I mean, I think that would mean it would need to be some work put into constraining the risk, right? I mean, you wouldn't want to write a blank check. You don't write a blank check on this, right? You'd want to consider things like understanding that the network was constructed to a certain spec. You'd want to understand things like that the financial performance was a certain level. I think, for instance, you would want to avoid a situation that obligates you to pay a high price. And even if the initial period the network underperforms. Frankly, that wouldn't actually be in the interest of the investor group for that to happen either because you need a business case that's bondable, right? For them to get their exit. So I mean, there is, it's not a perfect alignment of interest, but there's at least enough alignment on that where they want you to buy it. You want to buy it at a level that allows you to service the debt, right? So one of the things that I think draws me to multiples of net operating income is you can model that and you can also, to a certain extent, can float with the performance. So the investors can bring in a network that's performing a little bit better. You know, they can get a little bit more of a premium. If they underperform, they get less money on their exit. So I think those are, I think you're right to think about the potential downsides. And those would certainly be something that you'd have to, you'd have to manage. So ISP sales that I'm familiar with have typically been for assets. And this contemplates selling everything, including the debt, right? Bonding. No. No. No, no. So the initial construction could be financed with debt or equity, but it's a private debt or equity. Whatever it is, it's privately financed. The public debt is coming in and buying out that. Okay. Watch. Hmm? It's gone. That's an idea. Right. Right. Okay. All right. Is there a model for buying a network with bonded public debt? So I think the more common situation would be buying out one private group with another private group. Right. Right? However, fundamentally, as long as the financial performance is there, right, to repay the debt, I mean that's your principal barrier to being able to go out and bond, right? Is the revenue, it is demonstrating that the revenue is there. So, you know, I think that the, I think the potentially attractive thing, again, assuming the numbers are there for the financial performance is that you can, instead of being a private entity saying, well, I think, you know, in three to five years I can go out and sell this in the market to another investor group. You know upfront, right? Yes. You know, I have a buyer, a buyer that's committed as long as, you know, these boxes are checked, right? Mm-hmm. You know, who will pay this much or, you know, this much in, you know, in a negotiated range, right? Right. Depends on the metrics. That's really gone the other way around. The other way. Right. Yeah. I mean, and, you know, would there be any legal impediments provided that the bond could be issued? I think maybe that's a tighter question. I mean, if we can, you know, we can get a bond for something, what else would be in the way? Yeah. I think answering those questions would be really important to, you know, for the, for the, you talked about risks on both sides, right? That's, I think that would be a category where there would need to be some diligence on that. We can't point to another existing example where, oh, it's been done this way over in this community already. And here's how you do it. I'm not saying it hasn't been done. I don't have an answer off the top of my head. I will say one of our clients who is working on both sides of this for another network, we talked about the idea of a transaction in this direction at the time for that particular client, I suggest it would more likely go the other way and other municipality developing and selling the network. That particular client could issue general obligation bonds, right? So they didn't have the same hurdle to overcome, right? Which is part of the reason why, I think you more, like you're, Brolinkin, they didn't do it intentionally. Right. But, you know, there are examples of networks that go in the other direction. Right. They don't need the track record because they can point to their taxing ability. You don't have that taxing ability. Right. Yeah. From an operational thing, very, you know, I like this, great. But do you think the leverage is there financially? I'm just trying to think of it from, you know, cutting down to the base motivations is, you know, a private equity person. You know, where's their, where's their upside for the risk? I mean, I guess you did say, you know, yeah, they've got a known buyer with some boxes, but there's kind of an underlying financial engineering assumption here that because we can issue public bonds, you know, like if they've already got a network and it has X network operating income and everything else and they've got, they've already built it and they've got leverage on it, are they obligated to sell it or is their return more than if they weren't in this kind of an arrangement? Like what's the appeal? Oh, I think you can read the contract where it's, there's an obligation to sell. Right. Yeah. So I think, what are their, what are their opportunities? So there are opportunities. There are opportunities to make money or like, I think, three principle ones. One is by close management of the project, they bring the capital cost. They develop, you know, the specified network for lower cost. So they get to sell it. You know, like, I don't think you would, you could do a cost plus arrangement for the purchase price as opposed to like a multiple of net revenue. I think that introduces some risk for you and reduces some risk for the investor potentially. But I'm not sure it's a good trade. So let's just say for the moment that the purchase price is pegged to financial performance, not the cost to construct the network, right? So the first opportunity is manage the network cost, the construction cost well, pay less for the asset, sell it for, you know, the same price. Second opportunity is the operating, net operating income of the network while it's, while they own it. So better you can do the more money. Right. If they can get it up fast in a period of time where they can drag some of that into the site. Right. Which is aligned with your interest. That's what you want. And the third opportunity is if the purchase price floats based upon the financial performance, bringing in a higher financial performance, get a bigger payout at the end. Obviously, you know, that has to be constrained, right? You know, there's not unlimited amount you'd be willing to pay. I think it's probably a fair statement that you'd be able to afford to pay more for, you know, a network that's performing well than a network that's performing less well. Question, I guess, when you get into operations, something like that is, yes, you can get, you or whoever's putting the deal together can get a number of hired guns who know how to put this stuff together. The problem is when you've got it up and operating, then they move on and the institutional memory of how it was put together, where the cluges were, et cetera, goes with them. And so there's all sorts of little potential hidden bugs in the system that, you know, makes a problem because these are not widgets. Right. You know, we all know that. So there is a question about, you know, the operating intelligence that goes along with it, not just the thing. Well, that's a great question and you've anticipated my next slide. So here's my approach to how I think that would work. So I've got, like, these are color coded to three different types of entities. So we've got Tilsen, we've got other entities that are Tilsen selected and then there's Central Remind Internet and or affiliate entities that CV Internet selects. So, and this is through four different phases in the project formation, the development of the network, the ramp up and then the long-term operations. And so, you know, Central Remind Internet's got an over, you know, an ongoing role throughout the whole, all the phases in an oversight role. There I think would be a role for Tilsen in the overall system management that would continue at least through the ramp up period and then could be extended at Central Remind Internet's option beyond that into the long-term operations. Right. So we're, this is one of the reasons I'm sort of thinking of the investor and the project developer as two roles is that I think that there are elements of the team that the project developer is putting together that, again, at your option, you may want to have continue once the ownership changes, right? So that, you know, in kind of the most fully fleshed out version of this, when there's this transition, nothing changes except who has the title to the underlying network. The operations can continue exactly the same with the caveat in that your, you know, your management role, you know, then as a board becomes magnified. You can, you can, you know, you can fire the, you know, the manager. You can hire a new one. You can, you know, you can make changes if you want to, but if you're happy, you don't have to, right? You can just keep that team in place. So, you know, other things that I would, you know, see as being within Tilson's role in such a project would be doing the initial, you know, feasibility financial analysis. I've done enough analysis on this to know that it is neither Islam-Dunk nor an impossibility, right? But we need to, we would need to get, you know, a better sense of the financial feasibility of this. I would see, you know, Tilson being involved in investor recruitment during the engineering and do the construction project management. We would probably, we would want to, you know, select the investor group. We would probably hire a firm to do fiber construction. We'd probably hire a firm to do the maintenance. We would probably, we're not an ISP. We'd probably hire an ISP or similar entity to be the network operator and essentially run it in a white label sense with CB Internet being the brand. Similar to how this management is... Just like Trader Joe's. Similar to how this is, you know, sort of system management's at your discretion after you take over the ownership, maintenance, network operation, those can continue or you can change them once you own the network. It's your choice, right? But it doesn't have to be a flash cut and everybody goes away and you're left with no institutional language. Yeah. Me? Yeah. Okay. So the oversight part in the initial thing, how much of a role do we have in that? How much leeway do we have in saying, for example, you're only going to hire people that pay a living wage in the area these people are working? That you're going to try to hire local talent if you can and our obligation to our communities, are we going to be able to say something like that or the investor is going to say, oh, wait a minute. That's going to cost way more. I mean, I think it is a negotiation. I mean, I think it's... I mean, nothing that you said do, I think, is beyond the realm of possibility but it depends on the whole picture, right? And we're like beyond... Before project formation here, right? There's other parties who need to say yes that I'm not yet in a position to represent, right? So I think the short answer is it's a negotiation. And I think you probably wouldn't get everything you're looking for but you're probably in a position to ask for some things, right? And once you become the network owner, you're in total control. You can make all the decisions that you want. This is really about how do you build yourself a bridge to the point where you can bond and pay for the network. Shaman, would you start putting together a list of those important features that you would think would be good to bring to the table? You should just go forward. Of course, there's still a feasibility and so forth to figure out if you have a general sense of the time frames of each phase, just doing broad growth, right? I think that an aggressive schedule for project formation would be anywhere from six months to a year. And again, these are soft estimates, right? Development. It's got a pretty broad geographic area. Generally speaking, if you're going to do this, you're going to want to do it. Everybody's going to be aligned to go as fast as you can. So I would certainly shoot for two years or less. The system ramp up, I think, which might have some overlap with the development period depending on how the deal is structured. I think a typical horizon would be a three to five-year window, but that's going to depend a little bit on the investors themselves. Generally, if we were using times net income as an example, the earlier you want to take over it, probably the more, you know, the system has less time to mature, probably the more multiples you need to pay. And on the flip side, you know, it's going to be a rarer investor who's going to want to be there for 10 years. If we're looking at this, you probably don't want them there for 10 years either. You probably want to take it over as soon as it's feasible to do so. And long-term operation is as long as you want to operate it. Could you see a possibility of going through formation, development, ramp up, sale three to five years to satisfy the investors' needs but not build out 100% of 15 talents but continue building afterwards with our own revenue? Yes. I think one thing that you might, that should be an option on the table would be, I mean, you're going to need to hit certain, you know, financial return targets. In some ways, if you can hit them on the whole network, that's better. If you can't, you know, looking at what you can do might be an option. On the other hand, you know, you want to get to something that has economies of scale, so you don't want to make it too small either. For sure. I'll give you an example from Carol Monroe, who's now the CEO of Valley Net, said that EC Fiber is now at a mature level where it can really build a lot fast. But the contractors are not. That she can't get as many miles built in a year as she could fund. Yep. And we're going to be competing with her and all the other development in New England for contractor time. And I'm imagining that you're being too optimistic about that development phase because of constrictions like that, plus our population densities. I mean, we have to put a lot of miles up. You know, it affects the revenue for a mile. So I just think that if we had a more modest goal that's still to sell early, to get to revenue neutral so we could sell. Yeah. Well, you could do that. And keep building, just like EC Fiber's continuing to build now. On the other hand, that's part of what you're paying the project developer to do. You're going to bring those resources. Sure. I mean, that may go to... I mean, I think if you are going to have a surge of constructing your network and you're only going to do it with the most local resources that's going to be a slow process, right? And it might be a lot longer than you would want it to take. It's not uncommon if you're going to build a large project to bring it outside of resources. That's how you surge beyond the local capability in order to get something done in a reasonable amount of time. So I hear your concern. I don't think it's crazy. I also think that it may be possible to mitigate that. And it's going to be easier to mitigate that than an entity that has a scale and a scope that's bigger than EC Fiber. So I'm looking on the Tilsen website, and at the very top it says, at Tilsen we engage with organizations poised for not just evolution but revolution. Would you consider this approach you've been describing revolutionary or did you have something else in mind for it? Oh, you. If you know me, you'll know I'm not inclined to hyperbole. So I have a hard time, you know, describing something I'm presenting as revolutionary. I mean, I think that what I would characterize this is that it is, it's the application of a lot of hard-earned insight into how these projects tick. Where sometimes they don't tick, and maybe what are some of the ways around some obstacles? That's a lot. I know that's a lot more tentative than revolutionary, but that's my person. I'm not in charge of marketing for the company, so that's my personality. It is fairly novel. I haven't seen a proposal like this before. It's sort of like, it's a meld of what happens in the corporate world where one company develops something with their own resources in order to sell it to another one. You're talking about free-selling it to a municipality that has no revenue. That's what's really revolutionary. You sell something to somebody with no money. I think I'm going to be a little bit off topic from what they've been talking about, so I'll just give people a chance to reflect on what you've said on that. But Vermont Telecommunications Plan refers a couple of places they're trying to avoid redundancy in the systems and state as the development goes out for these things. And I'm going to just mention some things. I'm really not interested in the specific companies or the specifics and be more interested in the concept. So some places that we have is a fiber cable that's been run through town in Williamstown. We have one that runs right up Route 14, doesn't have any offerings. Anywhere just runs through town. That's one place where, of course, the state wouldn't want us duplicating a fiber on that. And the other thing is that throughout town, then Fairpoint now consolidated the alleged telecom company that has strung out a lot of fiber not to the homes, but from pole to pole throughout town. Is there anything that you're aware of or do you folks have any experience on working with these other entities either to, especially private entities, to get on to their systems or to actually buy out their hardware? Unless it's an entity whose business is leasing dark fiber and who's engineered their fiber to be useful for a fiber to the premise network, it is not worth your time. It is one of the most, my municipal clients, this is one of the most common blind alleys that I need to steer people away from. Most of the fiber that you're going to see in your communities for the purposes of your project is either not appropriate to what you want to do, not available to you on reasonable commercial terms or both. That's it? It was EC-Fiber made and put it up in the first place. That was their response to EC-Fiber that came through. We're putting up all this fiber off the case. The counter example is the counter example is what the VTA did with EC-Fiber where that fiber was designed from the get-go to be available on a dark fiber basis engineered with access points frequently enough so that it was usable by EC-Fiber as both to serve homes and businesses along the route and as a jumping off point for lateral extensions to serve the rest of the community. But that kind of fiber network is very uncommon. At least, well, it's uncommon everywhere including Vermont. When I first started coming to these meetings, we were talking about the 302 fiber thing that the state had done that was some fiber that the state has used. That's what he's talking about. That's what he's talking about. There's a couple some of these I've referred to, but this is where I had to pour a few drops of cold water on things. Some important caveat. Like I said, we don't know I repeat what I said before. I've done enough analysis to know that it's neither a slam dunk nor an impossibility. So there would need to be some additional work to narrow that pretty broad range to see if we actually have a project that would work for investors and work for you. And the other thing that's important is that this is what I just described as the alternative. Let me go back to the original. If you want to hire us in a fee-for-service basis, we're happy to do that. That's how we typically work. But doing the homework to know if the feasibility is there and the homework of selling it to the investors, that's a lot of at-risk investment of time. More typically than we do on a project. And so we need to factor in the upside for us on that part as well. And we'd also need some reasonable assurances that if we were to start down a road and we got to a positive outcome, we got to a deal that you could do a deal with us, right? And so, thinking through what your procurement process is, you know, how could you engage, if you want, after this, you're still interested in engaging us, right? But if you wanted to engage us, thinking through what that would look like, because we, you know, we need debt to have a reasonably clear path that if we put in the work to do the analysis and we come out the other side and it, you know, it's thumbs up and we bring you a deal, the deal gets done, right? Obviously you can't pre-commit without knowing all of the details, right? But still, what we wouldn't want to hear is that we, you know, we put in six months of work to this and then it goes out to bid, right? We kind of need to understand what our path is. The feasibility study could be done as fee-for-service. It's free to choose which of alternatives we prefer. Yep, and we're happy to work that way. That's the way we typically work. Not opposed at all. Are you free to say, get some general idea of what the fee would be for? I mean, it's going to depend on the scope of work. Let me say, here's my recommendation. I mean, if you go down the fee-for-service mode, I mean, generally, if you want to avoid getting stuck, oftentimes you could, you'd want to set aside, I mean, if you were to set aside the path all the way to engineering, right? And what that does is give you something that you could put out to bid to a construction vendor. You have a firm construction price. And then you're talking hundreds of thousands of dollars. You know, a basic feasibility study based upon a mid-level design it would probably be upper tens. Again, it would pretend it would depend on the particulars, right? I'm just saying like 70,000, 80,000, 90,000? It depends on the particulars. That's what you mean by open? Yeah, I mean, so I'll try to be a little bit more transparent. The uncertainty factor that I'm struggling with here is that this is a good thing for you for your economies of scale, but I need to do the homework on it a little bit. It's that, you know, it's a little bit larger than oftentimes than many of our clients. Not all of them. I mean, I'm working with a city-county combination currently that is larger than you geographically. And they've got an extensive scope of what they wanted to do. That was very prescriptive, you know, and they're a couple hundred thousand dollars. So just for clarity's sake, we're actually at 16 and nearly 17, so this map should be updated. Oh, great, sorry. No, it's all good. We move fast. But like Michael alluded to before, it's extremely likely and probably preferable notwithstanding the economies of scale, but we will probably start smaller. So the feasibility study that we're looking at, we might say, you know, what about those if we just look here, just like those top six, Worcester, Calis, Marshfield, Middlesex, East Montpelier, Plainfield, what if we just focused just on those, or we said, do a feasibility study of the whole district to do a smaller project, and it's not the whole district. Right. So I mean the developing the mid-level design is somewhat more scale-dependent doing the financial analysis somewhat less unless you decide to do lots of different scenarios. Right. I want to do like the six towns, at least 12 towns and then it starts to get a little bit more work, although not exactly straight line. So it would depend on the scale. How many people are in Sanford, Maine? How many people are in Sanford, Maine? Sanford, Maine is about 25,000 people. Okay. Do you recall offhand did they contract with you to do a feasibility study? They did. Do you remember the cost of that? I mean I can look it up. That was actually before my time in Tilson, and I can tell you if you call them and ask them for the same price we would not do it for the same price. I'm quite sure you wouldn't but just again, just to look at orders of magnitude for a municipal entity which was almost certainly several years ago and you have to factor in all of the rest of the cost, but at least 25,000 people is not super different from a large chunk of our district. So I think looking at that just so that we can see what did their feasibility study look like, what did their RFP process look like as we're sort of grouping our way into darkness here knowing what your work products look like which is a big part of our decision making process. So the other thing I would say to you too, first of all, please call Steve Buck he's a town manager he's a big fan. I will say that all of the things that we've done for Sanford, we've made advancements on since Sanford. So I would say the middle-level design process is better the engineering process is better than when we did Sanford. The financial model is more robust than when we did Sanford, although the financial model is similar but it's more robust. So all of those things have gotten have, none of this is intended to discourage you from talking to Steve Buck because I would love you to talk to Steve because he gives a good reference. But I want to let you know that the work products would not necessarily look exactly the same they would be better. They're saying things change in technology. Yeah. So the population appears to be about 21,000 and the area of Sanford is about 50 square miles. So it's much densely populated. Yeah, I mean Sanford and it's not exactly the same but you know Sanford is reminds me in certain ways of bearing. Is there something unique to our district that you see I mean for example the fact that Montpelier is right in the middle of it and it's the home of state government is that an opportunity for us that's really important for us to keep our eye on something we should ignore because it's already attracted the big guys who want to provide service to state government. So I would say probably more the latter. I mean downtown Montpelier has so many fiber networks and having at one point been having a role in procurement I mean the state's really looking at procuring over a wide area so it's likely that a network that is a central Vermont network might be less attractive than a network that's a more statewide network and there are already a number of statewide networks that are in Montpelier. That said especially if I were working with a private investor group I'd probably at least explore developing a relationship with owners of other fiber networks who sell to different classes of customers than you would probably be most successful at selling to. I mean I think you know you're probably your bread and butter is probably going to be mass market customers you know residences and small businesses it's not impossible that you'll sell to more enterprise customers and things like wireless backhaul it's going to be harder for you to do that as a newer smaller company so I think it's at least worth considering seeing if you can form relationships with other companies who specialize in selling to those markets but may not have facilities with the extent of the network that you're proposing to build locally. But they probably already have network on State Street. I just do want to point out that everybody keeps focusing on the northern tier of towns that come up through Roxbury into Northfield and Bulliams isn't a bad idea even. And orange off the set. Orange exists. Given your Tilson's growth and then the nature of these things seemingly going exponentially even in Vermont I mean the economic development potential for even developing neighborhood companies in terms of construction and maintenance and whatever it seems to be there is a state that you can talk to you economic development wise? States not approach Tilson on that subject. On that subject. I mean Tilson sells to state governments and looks at business opportunities so I won't tell you that Tilson's not had any conversations with Vermont State Government but I think on the particular thing that you're asking about now. Sounds like it's an opportunity for some entrepreneurs. So the one not to given this model to me from a risk perspective it seems like we should build it all because we want the builders to take the risk. We want the private investors to do it and we're not you know for us to make a choice about oh we build out populated versus less populated or not and not knowing what really works. I would be my perception that you want to push that all on to that. Building on spec to sell us back and it's got to perform so like we develop the criteria and say do it. Generally speaking as long as the inclusion of additional areas don't break the economics of it I would say generally it's going to be more attractive, more investable as a larger project because even if you did all of this it's still not that big a project. For the category of people I have in mind who you talked to. So if it was too small a project it might actually lose interest. Kind of the model that we used to build our house. We got a builder who took the risk on the loan and then we bought the house from the complete but he built it to our specification. It's held municipal solar projects with finance too. So two points. One I think when we compare to Sanford, Maine or wherever rather than the business population we should probably we have to take that into account but we should also compare on the basis of road miles because of the scale. This is a lot more road miles. So that's one point. The other one is I was thinking about my question before about the future service for the feasibility study followed by perhaps electing to do your alternative plan. We could come up with a rent to buy kind of arrangement too where we pay fee for service but if we decide to stick with Tilson and go with this investment thing then some of that investment that we've made in the feasibility study could be rolled into the purchase price or something like that. I haven't thought through it entirely but conceptually I wouldn't say no. That would be good for both parties because you're not doing the feasibility on pure spec you're getting paid for it on the other hand we're not throwing it away if you were going to put it in anyhow to do the big thing. So it kind of shares the risk. Where are we as a municipality on having to put this sort of stuff up to do with purchasing policy? It's your own policy. There's no legal requirement. School districts have a requirement but not really. So that doesn't extend outside. But we will we will have purchases over $5,000 or $2,000 or whatever we decide it's really the right thing to do. It's like the conflict of interest policy to be adopted quickly. It's not mandatory Don't we start to sell bonds or promissory notes? Are they tax free instruments for the buyers? Yeah, I'm not a tax attorney. I think I have an opinion but it might not be the right one. Some of them are potentially could be but we may not qualify depending on the nature of the business that we are undertaking. Not all Yeah, go ahead. Having talked to the chief financial officer he said that the bonds that they issued are indeed and the promissory notes that they did issue were indeed tax exempt. Right? So that the percentage and this is something when I talk to the economic development folks that if we offered a X percent rate on that because it's tax exempt we actually bumped that up 3-4% effectively. So that's a benefit to us and being able to offer that. I think that's a Paul Giuliani question about how you package that. But generally just the fact that we are a municipality does not mean that the bonds we issue for this specific project are tax exempt. They have to meet certain qualifiers of the IRS. So municipalities can issue non-tax exempt bonds as well and may have to depending on how the deal is structured. If too much of the public benefit is derived by the parties they will no longer qualify for tax exempt status. So for example if a municipality builds a stadium with public money and finances it with tax exempt bonds but then turns around and through a management agreement turns over the operation with private entity and they derive too much benefit from that you lose your tax exempt status. So it depends on how the how the structure, how the financing is structured in a way. Just one clarification. It looks like you worked in part for public entities municipalities in the scenario of private investors basically putting up money and taking the responsibility for creating a network that then we might buy from them. In that scenario would Tilson it seems to me that it's very, very tricky to negotiate the agreement between it would be between us and the private investors. Very tricky. And the private investors in a way would have an advantage because they've done that before. We haven't. Would Tilson represent us or the private investors? I think I think we could probably consider structuring in a number of different ways but my mental model for this under a pure version of this is that we have a contract with you and we take at least through the system ramp up. All of the other relationships are with us. In other words everybody else is behind us you're over here you've got one contract to manage with us. Again I'm not saying that's an absolute requirement but that's sort of my current mental model for this. So like the buyer realtor? I think it's possible just to sort of break that out I think at least while somebody else owns the network they're going to need to have some contractual relationship with the people who operate because their performance depends on that. Again it's not already done but I think it's not outside the realm of possibility that some of these other things that you're going to need you could have pre-negotiated terms for you can take them over then you can have a direct relationship. As a matter of fact in terms of the long-term operation period that would be more typical of how we might work with a client who is in that phase and we'd be very comfortable at that phase in other words once you were to take it over maybe then you'd have the direct relationship with the maintenance and the network operations and the manager and the manager would not have the relationship the manager would work for you overseas just in the way that before that ownership takes over the manager would work with these to make sure that they do what the owner needs. We have one final question for Chris if you have any and then we'll let him wrap things up. I assume you've vetted this with Tillson Management and you like this idea? You and I had a fair conversation where I was a little bit worried about that there was an unanticipated the magnitude of the enthusiasm was greater than I had anticipated. Now again, subject to right the numbers have to but conceptually when I talked about this as a conceptually way to work we're kind of at a phase where we are interested in exploring how we can take on a bigger role in some of these projects you know, putting the project together is a way of taking on a bigger role in these projects. Last word, Doug? On your first part there how is your determination that this is viable especially attractive are we at risk on that or are you Well, so again one approach is the one that Michael's talked about where you pass for the result and you pass for the result whatever the result is in terms of the financial analysis of course you want it to be good but you want to know the answer one way or the other and I would imagine in the alternative ideally we sort of pre-understood off-ramps because you don't want to be tied up with an engagement with us if it's not going to work out and we don't want to be tied up doing analysis if it's not going to work out so I sort of see this in proceeding down like a series of analysis at a more granular level of detail I mean at a high level I mean I can do a capital cost estimate based upon four cost factors I can break that down all the way to more than a hundred so and going down that level I need more and more granular information I have to put in more time to do that so I think if we weren't being paid to do the feasibility study which again we'd be happy to work B for service I would anticipate saying okay you're going to have this much time you know you're going to get to this to this level of analysis if the result is still green then we go to the next one if it isn't we disengage and we don't do any more work and you're free to work with whoever you want so that of course if anybody has other questions or thoughts about this we'll have this on the agenda next month too so we'll come back around and continue talking about this thanks very much for coming very much appreciate it thank you next thing Phil okay yeah just very quickly I had a couple of conversations with folks at Wash Electric Co-op who manage their community fund again just looking for a small grant of any kind to help us with startup costs maybe I can get a fund for the feasibility the initial response I got from them was that they didn't fund projects like that and they didn't really see the community need aspect of it they since have given me an opportunity to actually make a case so that's where we stand I'm going to they don't have any formal application process it's really basically me writing a position paper if you will about why we need some money and why this whole project serves the community especially that's where we stand so I'm going to put a couple pages together and send it off may result in some money like that okay okay business development committee report back and folks who have Jerry's email in front of them would be do this better I don't have it in front of me on my computer at work today there is some work being done on the survey I think we're getting towards a product you can certainly correct me if I'm wrong David I think we lost Michael but I know he was part of that part of that process as well members of the committee have about a week to finish their edits and and Jerry since his regards but I think his kids are in town this week and he's not able to attend does anybody do you have Jerry's email up do you want to take that David besides the survey we are compile the list like 25 potential grant and funding sources that we're trying to sort of what the due dates and their applications are and what the likelihood and what the sources are at our meeting last week we learned that there is some effort on the part of the state to maybe have a funding revolving loan fund program that we might be able to take advantage of be going through the legislature and one of the things that we really feel important that every member here talk to their representatives and senators about the need to support whatever if it might come by the way the legislature or also just educate them on what we're doing it's really important and I have a list of all those if you don't have them and then the business to only committee tasks and support a grant rating well we made a grant rating planning consultant so we talked about that we haven't made that decision yet we're also trying to get a website up I believe I don't see Elliot here it's up I have been privileges now cbfiber.net it's been up for about two months there have been some he just actually created a couple of email addresses for it as well and I got rights to post materials and I think we'll probably try to get back at access to do that too but I need to put up minutes and agendas and that sort of thing to keep with talking about and with sort of kind of a constant a constant series of requests from various people for that material that's all we have do you have anything else there is an interest in the department of economic development in the state and what we're doing you know there is a strong belief that this is an economic development issue and that should be also mentioned if you're talking to your legislators because the ability to work at home the ability to attract new business the ability for businesses to be able to operate is a crucial issue because economic development seems to be on the mind of every legislator right now so to the extent that this could be supported through that rubric would be highly beneficial ask any economist to say that there is a direct causal link between broadband infrastructure development and economic development so house values house values too can't forget that one no listen I just to throw in on that before we move on I was talking to my daughter the other day so something like that but I was asking her about that she said when she looks at a place to live first thing she looks at is a broadband cable TV all she's interested in is the pipeline coming in and the only reason she gets the TV is because cable car companies up there they make them take it as a package otherwise they charge them absorbent fees for just internet access so so you can draw her back to Williamstown go down to DSL couple years anyway by the time she's 30 reports from various meetings that's me I also want to talk about a couple upcoming meetings I have a meeting with the Woodbury Select Board I think it's on Monday one of the Woodbury Select Board members is a representative on Central Vermont Regional Planning invited me to come to their Select Board meeting next week I think our next agenda is going to have a request from them to join so I don't think anybody's going to run screaming from the room we haven't done anything at any sort of like super heavy financial lifting but we'll certainly sort of finish up the rest of Washington County up on that side and sort of logically connect then Worcester and Cabot so if anybody has any bits and pieces that they want to pass along to them or if somebody would like to join me I've got too many people happy to have you come along closest to the hardware there you go we have a meeting upcoming with Washington Electric co-ops board refresh my memory what day is that Michael 24 so that's coming up I had a meeting with the technology coordinator Shyvon and I had a meeting with the technology coordinator for Washington Central Supervisor Union the superintendent of the U32 district and all of the elementary schools in that district had previously indicated to me that he was interested in what we were doing three of the elementary schools in that district do not have fiber and Shyvon has been looking at the e-rate program which is how the schools get subsidized funding for technology and internet access the technology coordinator and I think I don't think I'm probably misstating this when I'm saying he was excited and certainly motivated to help help us do what we can in conjunction with the school as far as it makes sense anything you want to add to that he seemed interested willing to work with us and it seems like a good anchor thing for helping your kids you get tired of that so I think he's on board I think the superintendent is on board and his suggestion was that as we get more concrete proposals or suggestions or things that we want to do with the school district he said bring those concrete things to the board and there's a lot of reshuffling and rejiggering with that particular board and the lawsuits and all these sorts of things so there's probably some opportunities there but I think it probably makes more sense to come to them with something concrete the good news is we will have him and we will have the superintendent basically on our side when we're proposing these things so just to be clear, E-Rate doesn't fund any construction doesn't fund any infrastructure it pays the bills for the libraries and... they have to do their funding through E-Rate so you have to be an E-Rate provider to get the money from the schools so that's what that does so it's useful to cultivate these because they're lucrative customers but otherwise they're not getting to build the camera but one of the other things that we can consider is that they may be also willing to host equipment and be hubs this is something that we talked about there and he didn't go screaming about it which can be nice because you may not get hosted in the town office necessarily might make more sense put some network equipment and have your head but whatever whatever but just as an aside I'm not sure what you're looking at as far as the E-Rate but I'm an E-Rate consultant for schools and I was the state's first I looked at a web page and read some stuff give me a call or shoot me an email I'll be glad to help you with anything I wasn't sure how far we wanted to go down that road because it a lot depends on what we're going to be doing and what kind of but it looked like quarterly reports financial statements and I'm like okay this is beyond what we're doing right now well the schools we've hired a consultant to do all that so that's why I get hired because it just saves everybody so much time and money it's paying for the ISP too so I'll leave it up to you Phil if you decide that there's water as it were or it makes sense for us to go and pursue something related to that somehow or if there's some value in connecting up with schools then you let us know Phil and I had a meeting with RB Technologies in East Montpelier who are really interested in being our operator have built and run and continue to run networks including fiber networks all the admin a lot of the administration and physical stuff for trans video down in Northfield the actual fiber plant not the cable stuff so much this is something that the the owner of the company did as early as let me say 99 I think when they built that he's super interested and they've got a nice office they've got a good location there was some talk about possible co-location of equipment there so he's also interested in us as a municipality not for profit entity and seem to be willing to work with us and not just be looking at us as a place to find revenue which I was really encouraged by he's also the chair of the East Montpelier School Board and he has been for a while if I'm not mistaken so he's really giving to the community which is I think positive the new alternate from Calis and the new the new so we might have a future possible conflict there or something like that depending on the model we choose if we choose to go the EC fiber approach the meeting that I had the meeting that we had with RB left me feeling very, very happy and good if you have any feelings there about you were meeting them to see if they would be the network administrators but you used the operator so you're talking about being the ISP? both some combination there was some flexibility we just talked tech, we talked about what he's done what they're doing right now and so yeah we could simply contract with them to run things and they seemed totally willing to do that that's perfectly within their current business model seemed willing to do more engineering and possibly take on that additional responsibility being more like the ISP we just kind of talked for ended up being more like an hour and a half meeting I think so that's something else that we can explore later he has some information that he was supposed to I think he was supposed to send to me I have to follow up with him that I haven't gotten it yet okay so that's my reports from various meetings I don't think I've met with anybody else since our last meeting any questions Vermont telecommunications plan discussion I don't have my computer and a copy of that for my notes here if anybody wants to talk about that is there anything that we need to come back to this this is the second time we've sort of deferred this, is this important? in the one packet you sent the 2014 but there's a 2018 in the final draft I think I sent the 2018 as well yeah I think that's fine I had the 2018 I just wanted to make sure you can find it on the ACCD site or not ACCD DPS I'll just do it again I mean if you haven't read it there's a small section on communication union districts that they think it's a good idea and they sort of it's a pretty weak it's sort of a weak document because it doesn't have anything about implementation funding or financing okay it goes halfway well I did well it doesn't even advocate that's my point I did submit testimony based on my interest in creating a GIS data set for the state of Vermont that has all the polls and why isn't it readily available with all the organizations I'm sure they're probably going deaf but at least it's my my continue when I said I was set up the state's GIS system in 1988 one of the data sets that was supposed to be created was the utility data set and it just never got done because the funding for the state's GIS got cut in 92 when no longer was using the property transfer tax to fund it so anyway hope still booms eternal so that sort of leads us into the next item advocacy at the state house there seems to be a need for someone or several somebody's to get involved in some of the stuff that's going on at the state house and for the record we're not paying so but there's some things coming up about pole attachment rules that revolving loan fund that was mentioned before the question about proprietary information, competitive information and open meetings and public records and then something like this GIS data this whole information I think would be valuable not just us but other folks as well I wanted to get a sense what everybody's sense of how that should work I mean I expect I'm going to be there anyways for several of these things in addition to some privacy legislation that's coming up but any thoughts about who should be doing that or who expects to be there doing that or what a CB fibers role ought to be in these things can you just explain whether we have any conflicts as a public entity excuse me regarding the lobby I think maybe just for Jim I don't know but I mean usually municipalities lobbied through an umbrella organization like the league school boards advocate for the school boards association but you'll have select board chairs your school board chairs go and testify to on behalf of the boards the Williams town school board did actively lobby on our own for some legislation too never got passed but it did get introduced so yeah I mean municipalities can do it on their own yeah and he said Carol goes, right? no, Herb does, okay the chair of the board goes and I have gone with Herb to lobby for things if you go a lot you have to register as a lobbyist it's a whole deal but if you only go a couple times a year you're just a citizen they're happy to have you testify they want to hear from people who like the professional lobbyist I thought it was only if you got paid I'm sure that's part of it but I think if you go a lot you may have to register as well no we have somebody there almost full time for the early childhood alliance and he's the whole line until their eyes look up sorry so the telcos you know Verizon AT&T they hire someone to be there every single day and we've shown up and gone to committees and advocated something got some changes in the legislation by the time it got through the whole sausage process the professionals have changed it so the key is to know that process and to be able to touch base often enough to protect things that you're calling I'd be glad to be part of it one thing you can do too it's a treasure for the Vermont early childhood advocacy alliance which is basically a coalition of people who care about early childhood issues but we have paid professional lobbyists before but we have also done smaller contracts where we just pay someone to they just do monitoring they don't do lobbying and it's a lot cheaper I don't know that it's something that we would be in the position to do right now but then they can't they go to all the committee meetings and they will text you like okay they're talking about this right now or they're going to be talking about this tomorrow and if you want to testify then here's who you email and those kinds of things so that you can stay in communication that way and it's a little bit cheaper way to do it it's a lot cheaper way to do it may I suggest you look into whether a membership in the Vermont League would cause this because that would they offer that kind of service they do but only according to their own policy their own adopted policy which I was the Berlin delegate to the Vermont Leagues a little legislative policy process back in November and they do that and they have a lobbyist and a half I think that spends time there I have also asked about communications union districts becoming members and they said that they don't have any facility currently for a district like ours to join it's really about cities and towns specifically they seemed open to the possibility of possibly as some sort of like associate member or something else for us to join and be a part of that and I think around when we have things like insurance or workers comp or other things like that that we need to worry about I think that's a great place for those sorts of things in short term I'm not sure that legislative advocacy is going to be right to them but that's thank you for bringing that up I'm willing to participate in any sessions that need to be attended to the in reading the Times Argus this week they had a piece on all the legislators in the Times Argus area what their interests were it was nobody that said broadband I noticed that about half of them talked about economic development so it really is important that we talk to our representatives to elevate the so I mean one of the other things that would be good is if we had some like concrete policy positions so that if we do talk to our legislators or if somebody is delegated from the sport to say go in and say this is the position of CV Fiber this is something that we want to see happen and maybe this meeting is too early for that for us to get anything nailed down but I think something as simple as we support the creation of a broadband revolving loan fund I mean yes we can do that now maybe we want to have more concrete language and bring that back in February but the budget is going to be proposed when does the government do that in the next few weeks can we do action by email collaborative email if you want to we can can we do it by website post publicly available to everybody not really if we warned a meeting and I was sitting here inviting public participation and you were all on your computers in a certain window of time and you were interacting through the web that way you could probably make that work so you can't just post hey the committee on whatever is hearing tomorrow I can post that and then people can show up or you can at least from a perspective of you know those of us who are interested that's a communication that's public I mean it's public knowledge if you're broadcasting information it's not becoming a discussion I could say I heard from this legislator that they're taking this up tomorrow at one point I think we could send those around that alone that helps especially if we get more people interested and are also going to websites besides ourselves because from an advocacy perspective you know it's not, yeah I guess that's what I was thinking so back to the other thing that we were saying about knowing what our stances are the revolving fun thing pretty clear cut where our stance would be on that pull attachment rules I don't know how esoteric those are and I don't know if maybe I might get stuck in some wording I may not know what those things are but if I have talking points if I have an understanding but I don't know what the wording is I don't know what any of that is I'm totally willing to talk to my representatives I no longer have any time to go to the legislature I am out of time now so I'd have to work something out but I'm totally happy to talk to them and I would like to hit all of these points I would like to address specific legislation that's coming up before them and say this is how I think you should respond to this based on this information and there are two of them I can talk to one of them never calls me back anymore but I do have a relationship with my representatives in a way so I would like to do that but I need guidance on that because I don't know the answers we're going to rejoin with ec5er and have one of those cedar creek room press conferences and say we have a day or a time where we go and say here's something you're the things that we care about the normal way of doing that I've noticed is a lot of people take the so-called card room in between the hall and the cafeteria and set up a display and sort of say what are your major issues you try and buttonhole people as they're coming past for the day so a lot of going to education those locations you need district day those those might be booked already but yeah it's hard to say but I think that is a good idea to work with other CUDs you know IRFTA may would probably want to do something like a CUD day at the state house so the ideas we don't have to have five CUDs to do this but the idea alone kind of sells the notion and I think economic development but especially rural economic development is emerging as an issue in the state house this year oh it's a huge issue that's why I said you make it your headline you know movie our economy into the 20th century yeah I think people not to be negative about my pillar but I think people are less following the downtown parking garage but I don't think people are looking at the downtown parking garage in my pillar is the number one economic development challenge in Washington I don't know how to talk I look sorry I was anyways I think it is a saleable issue and a number of young legislators who are coming in are really interested in broadband so what's our next step the next meeting or do you talk with her on a regular basis not on a regular basis I mean if we exchange emails once every it's been four months I think since the last do you want me to write them and ask them if they're planning anything in the state house in terms of general information okay and there is I think there is a little bit underway if I heard secondhand from Carol that that was the case but I think they were looking more at what were they talking about more like pull attachments do you want me to quickly say something about polls please the problem with polls isn't that they're there it isn't who owns them it isn't that we get to attach to them it is how long it takes and right now there are rules the public service for public utility commission rules 3.70 rules determine the process of applying for licenses to attach making going through a process of surveying them with the poll owners to determine whether they're ready to be attached to or need to be made ready by moving cables up and down on the polls or replacing them with taller ones and then the process of doing that make ready and getting it done at which time the licenses are issued the poll owners in different parts of the state usually the polls are jointly owned by the phone company and the electric utility except in washington electric territory where they're solely owned by washington electric the poll owners there's usually at least one of them that drags at speed for many possible reasons and we won't talk about their motivations or their constraints but the fact is that they can take a very long time beyond the statutory periods and there are even a few penalties written into the rules but they are not enforced and so e-seq fiber has experienced extreme delays we experienced extreme delays they were very costly for both organizations and we want either some kind of enforcement teeth put into the regulations or an alternative where if they don't meet certain time limits we are allowed to go out and yet go to a approved contractor to go do the make ready for the utility build the utility for that they in turn would charge us because we have to pay for it but it would be done and so take it out of their hands if they go beyond certain time limits so that's the sort of changes to the regulations that are under discussion so Alan's going to talk to Irv do we want to have a policy position discussion? I mean this sort of takes one of our back burner items off of the back burner net neutrality I don't think there's anything coming from the legislature about that in particular, correct me if I'm wrong if anybody else knows more but I think at least that somebody at the state has said they're going to back peddle on that for a while because of national issues and waiting to see how I think it was the 20th January I'm not sure I mean we already have the governor did something I did an executive order but I don't think they want to do legislation yet there he did, I'm saying if they're going to change their position I don't think they want to mess with it all right now okay so what makes the most sense going forward are do we just kind of all engage in this individually as we like to and sort of shoot out emails when we know things are happening that might be of interest to other board members I would suggest the policies I mean because if you're going to go in there and say I'm working with this group pick your name you ought to be able to be representing what that group of individuals was saying which wouldn't I I don't think that precludes any of us going in and saying yes this is the position of CV I keep saying Central Rod International we'd be using the phrase CV Fiber absolutely should so I'm in here CV Fiber needs A, B, and C that's what you need the policy for yeah Ramos Schneider thinks that's really this should be done I don't need your policy statements for that as long as we make sure we draw the distinction which can be difficult to do you just got to really make sure that you're very upfront about who you're talking for but I think some policy I know listen I don't know how often right now that I could get up to the State House but I will go up there I love doing the lobbying type it's actually a lot of fun if I were to have some talking points and I were to get a blast I mean I try to watch the schedules to see but if I had something clean of when to get up if I could get up and I could go with some talking points I know I as an individual and pretty effective at the one on one lobbying but I don't want to do it without talking points because this general topic is one I could get lost and not be doing a good job I like that we're talking about this and that's an agenda item I wonder if it should be a continuing agenda item for next time because then we can individually report on what we've heard from our representatives about what's going on in the State House but I like your point about talking points too I think that would be useful and so I wonder who in this group or what committee could provide us with talking points Michael I bet you could put some talking points together about pull attachments would you be able to put we could work with Carol and I'm sure they would have something there too maybe that would be even better and I'm sure they're going to go up there armed with that information too I think we could just support their position probably but we should see it when Michael and I met with Janet Ansel who's on the Ways and Means Committee has nothing to do with anything we're doing but she does vote and so if there is an issue that is up for a vote she'd like to know how we feel about it so I just want to pass that on that some of your members will not be on committees to deal with any of this stuff but they will be voting on things GIS data I don't know if there's anything upcoming in this legislative session that would cover that but I mean that certainly would make our job here a lot easier and having that as part of a package of policy statements I think makes sense so if you could write something like that up I don't know I don't know what would be most useful in that sense I know that data is not there and I know that data would be useful but having a bit more flexibility getting that data would be helpful I think and then for the the open meetings I have I can work something up for that and the revolving loan unfortunately you don't know what that's going to look like just yet so it might probably be better to wait until that's proposed or out there the open meeting and don't go into great detail I'm just kind of causing you to mention it so what are you envisioning as something that's needed for the open meeting? This is something that I've pitched in the past and we've talked about the idea that we are a competitive entity about the information but we're a competitive public entity so having competitive information being exempt from disclosure Christine last time you were talking about legislation potentially putting forward going to have a position on it is a good question me personally there wasn't really anything that she brought up that I remember saying yes that's something that I'm going to pitch my wagon to personally well that's just me anybody else there's the utility mandate was one thing she talked about you're in a whole lot of vacuum everything in favor of anything asking the utilities to do more for the public entities I think we're going to hear from at their board meeting hoping to come out with a more partnership model rather than a thou shalt model I mean yes the legislature has the right to beat them in the submission I just don't think that's the right way to go about it and yet they haven't done it they've had 20 years to do something and they still have it but is it the electric utilities purpose to build up broadband well no but why not I guess the whole issue of whose responsibility it is is separate from is this a public good is this something that should be considered a utility that is for the public good now the way electricity is now and so that's you know that's a decision that still needs to be made and I don't see the electric companies making a decision about that that's something that needs to be made on a state level so that was a decision that was already made at the federal level that we have to work within the confines of those rules where the internet is not regulated the same way as electric utilities and that much that you can do at the state level which is how you need to still kind of color within the lines to make that happen I think Vermont via EC Fiber and their advocacy decided that the communications union district was one of the ways where we could create a sort of utility model to go forward in this in the absence of one of the existing electric utilities taking ownership and doing this Velco has built out a lot of fiber building out fiber to the home as far as I know but the meeting with WEC I think will maybe give us some more insight in terms of how much they want to cooperate with us to building fiber to the home and I think it's looking interesting I mean the issue of electric utilities right now in terms of climate change and managing consumption in your home they need fiber it looks like it could be a good collaborative venture anything else about advocacy or policy put this on the agenda for next time hearing vacuum I'll go forward with that review back burner items committee assignments and memberships do we need to add any more people to committees take them off give them things to do pretty well are you ready for purchasing policy are we at that point I would recommend not going down that until you feel as though it's time and we know what the issues would be don't make a policy in anticipation of things that may or may not happen but if you feel as though you're close we've got some money in the bank maybe it's time to start thinking about the rules on which we will spend which under which we will spend that okay didn't the finance committee propose general guidelines initially I think that's different from what's being discussed I think we're talking about bidding procedures which is different from oversight being able to sign off under this but there will be assuming here's something else I heard back from from ACCD about the grant proposal that I wrote there were a lot of submissions a lot from groups that I wouldn't have expected to put in submissions but they said they will have more information for us and basically a thumbs up or thumbs down by the end of January so if we get that we'll have to write an RFP so I don't know if that makes that's the sort of thing that we're not jumping the gun maybe we should have be writing the RFP at the same time because we are approving a person policy so maybe so maybe we ought to ask the policy committee to go and grab that the league has a really good I think so was that the think Vermont innovation grant? yes do we need a motion to ask the committee to work on that or can we just okay any further discussion okay all in favor extensions okay motion passes it's not dead in there okay sorry what was the motion the policy committee the policy committee policy sure sure approval of December 11th meeting minutes I did have a couple minor changes from Michael that I forgot to send out um most of it we need to change back because I mischaracterized the meeting with RFP oh okay oh right okay I see that so I'll change that back um so the changes were um in the report back it reports back from various meetings um when in the paragraph about Central Vermont Economic Development Corp um to explore grants it should be loans not grants and it's um the revolving loan fund provided through a grant to CVEDC by the USDA for building infrastructure not planning um and then same strike grants and replace with loan and then um it was just updating that additional people that went to some of the meetings so it was Hanson, Bernbaum and Ken Jones correct that went to the connectivity summit in Westover not Brattleboro um and Hanson and Bernbaum met with Bill Powell and I think then that was it there was a mention of RediNet which may have been on that same thing um it's that's spelled R-E-D-I oh okay not an R-E-A-D-Y that change as well okay they may have else have any changes so I'm gonna move that we approve the December 11th meeting minutes with the previously noted changes second second by Michael discussion on favor motion passes unanimously oh sorry okay roundtable before you do that one um Magellan I mentioned that's in the opting for next meeting so just as we invited Chris Campbell from Tilson to come to that next meeting we're gonna have somebody from Magellan advisors partners Sherry McCuller she's from North Carolina she has worked extensively on rural fiber projects with co-ops and municipalities for a whole career and she has worked in Vermont for the Vermont telecommunications authority for a couple of years working for us and others and so she is gonna present something similar to Tilson but not the same no doubt so that'll be next next month so we call that your roundtable I think I've done enough talking thank you yeah I just you know it's um vision takes perseverance and it takes discipline so when the guy sits up there and says you know five to ten years out before you're really gonna see a result that's fine it's just a matter of we have to have the discipline and the perseverance to see it through because that's the time it's gonna really take I'm fine I was just gonna add that when I did the treasure report we also just got $700 in checks today so so now we're up to $4,810 and $43 I'm good too I just wanted to say that I didn't expect to hear what I heard from Chris and it got me kind of excited it really is a very different approach that I think we can discuss all the time a lot to think about possibilities pass I decided to say that I really like Chris's presentation as well I really opened my mind to a lot of different ideas that we could possibly look at and actually really look forward to the other presentation coming up to the seat of other alternatives that we might be able to take and I think at some point we need to appreciate even if these presentations we're really going to sit down on the board and decide what direction we really think we need to head in I think the presentations are great they're really helpful I think even if we disagree with people I'm always getting ideas even though I don't think it's a good word that the person is like one more word one more word I've always thought that Tilson is a very expensive solution I still invited Chris to come here I was really impressed with his creative solution I don't know if we can afford it but it's really worth thinking about I'm going to move to a chair second I need you for two questions