 Thank you. Welcome everybody to today's meeting of the Jones Library Board of Trustees. I'm going to ask you to signify your presence vocally. Tammy? Yes. Thank you, Farrah. Yes. Alex? Yes. Lee? Yes. Austin is present. I hope Bob will be joining us momentarily. My hope tonight is that we can look at, we can discuss them, some proposals for an amended memorandum of agreement or memorandum of understanding, and that if we have time we can go back to the motion that Bob made and that we tabled. So before we do that, I'm going to ask if there's any public comment. So there are two attendees. Thank you for coming. If you would like to make a public comment, if you would raise your virtual hand. Okay. No public comment. All right. The next item is a discussion of the possibility of updating the memorandum of agreement with the town. Sharon and I have had a couple of meetings with Lynn and Paul. There are a couple of things that need to be done to the memorandum of understanding and one thing in particular, that is a question of not need to be done, but whether it should be done. So it needs to be done, among other things, are updating the numbers in the memorandum of understanding. There are other possible fixes, including the date of the last payment, and it's the intention of the town to kind of clean up this stuff, the dates and the amounts. There is one, I think, what I'm going to say, substantive issue that we need to talk about and see how we feel about. So there have been conversations in the finance committee about what would happen to the town's ability to do the capital projects and capital improvements it needs to do during a two year period when it has to take on these bans, these bond anticipation notes. The question is whether or not we, trustees, would be willing to agree to the following language. The library and the town, and again the language is not exact, so don't, it's like the words aren't all perfect. The town, the library in the town will do everything possible to expedite, providing funds to the town, and this is the language is not exact, to avoid and minimize the amount and timing of the short term loans, bans during construction. This will not increase the new library share of the project. So what it contemplates is the possibility of accelerated payments. The source of those payments might be, we get a lot more contributions and they come in earlier than is currently contemplated. Another possible source would be that we would withdraw funds from our endowment and transfer those funds to the town, so as to accelerate the payments which would help the town deal with the short term borrowing costs. And I understand though the amount is not obviously fixed, I understand that the estimate is about $760,000. The precise dates when those, the time when that would need to be, that payment would need to be accelerated will depend exactly on when the bond these bans are issued. So the thought is that we could be helpful to the town in dealing with the issue of managing the timing and the drawdown so to speak that are going to be required through these bans. No increase in the library share is currently contemplated. So I think that's the key thing that we need to discuss and Bob you came on just a little bit late what I said I thought we would do is talk about the the memorandum of understanding in principle. We're not going to try to like reach an agreement today and finalize anything and then talk about your motion that we tabled last time. Okay so what are your thoughts directing in particular your attention to this question about are the possibility of expediting payments to the town? Alex? Yeah absolutely I mean I totally on board with that idea having been on the joint capital planning committee for the last eight or nine years I'm certainly understanding of how tight that budget is every year and if there's a way for us to take care of that without yeah I mean to me it seems like a really nice compromise and something that yeah absolutely I'm on board with. Except I want to call attention to the without in your sentence because it's not clear that it would be without in other words we might. Sorry I'm sorry I should finish my sentence and said without us taking on we're not taking on the cost of the yes without us taking on additional costs that are right now associated with the town so how we choose to accelerate that whether it comes from the endowment or what that looks like I'm comfortable with and I won't be around so I'm comfortable with future trustees making that decision but I agree with the idea of us being open to the possibility of trying to accelerate payments in any way that we can and if it makes sense for us to investigate whether it's at that time I mean that's the other thing too I don't I mean at the time if we have a better sense of what the commitments are right and it's a matter of waiting for year x payment I feel like we'll have a lot more information to be able to decide what makes the most sense and how we can work with the town to accelerate those payments so it's a concept that I'm certainly comfortable with. So the thing I just want to keep in everybody's mind as we think about this is that one possibility is that we would have to draw down the endowment so that might have some impact on operating expenses it would depend upon the value of the endowment and it would depend on what we decided as a draw rate so that's when you said without I just wanted to make sure that everybody has in mind that there's a possibility that we would need to transfer some funds that were not coming in through the capital campaign or through grant or something else earlier than we would have contemplated doing it prior to entering into this agreement. Okay other thoughts Bob? I guess the only way to really talk about this is to go through the current plan for how these things operate so I'm just going to to reiterate what has been discussed and what I believe the town council in the particular its finance committee have been focused on. We have to date given $500,000 what I projected and it was a projection was that sometime during fiscal 24 which is the year we're in right now we would come up with two million dollars more that sometime during fiscal 25 which is next year beginning July we would come up with four million dollars more and then in the following year we would come up with five million dollars more so what we're talking about is coming up with 11 million dollars over the next this year plus two more years after that. Based upon that plan what they created was a payment system in which they would borrow a construction loan which is called a ban of 14 million dollars and that would be done somewhere around the turn of the year basically they were saying in February of 2025 it is the interest on that loan but 14 million dollars which then becomes $566,000 in interest payments in order to reduce those interest payments what you would be doing is not paying the interest but rather reducing the amount of that ban in order to make that significant you would really have to do a million dollars less in a ban at 4% would mean $40,000 less withdrawn for I'm going to make this complicated $40,000 over a year and multiply that by 14 and you get to this $566,000 in order for us to have a significant impact on that we could pay interest on that for a year and that would be $566,000 but that would be a totally different structure than anything that we have been talking about up till now and although they might accept that as a credit towards our payments it would not in fact change the economics of it in terms of covering the $46 million that we're obligated to so I'm just not seeing how this works so this is what Sharon and I were told we told that the amount that the town was thinking about was 750 or $760,000 because it's five something and then there's another figure there are three different bans and so I'm sorry let me just go ahead if I could yes that the total figure was about $760,000 correct correct so that what the town is asking of us is the possibility of accelerating the payments to cover that $760,000 at the time that the town needs to borrow it and to pay the interest on it so if not increase the library share it would just say we're going to pay you a little bit more than was originally contemplated sooner are you ready for me to to talk well not quite because I want to ask Farah to get in if that's okay sure Farah actually Bob if you want Bob to finish he can because mine is a little more less complicated and more about the language of number nine okay Bob so Bob go ahead okay the 764 is simply the interest on these bans correct okay and it involves a 12 month ban with interest of 566 a six month ban of 136,000 and then a a year and a month and a half for 62,000 more which totals to the 764 that's right if we were to make payments I don't I don't know how to respond to the question because so far what we are doing is projecting $11 million coming in if we want to project that it'll be $11.7 million we could do that but it I'm not sure what we would be saying in this MOA amendment what we're saying is we are willing to consider accelerating payments over what was previously contemplated and the acceleration of those payments might require us to go into the endowment up to an amount of $764,000 that's what we're contemplating that's what we're being asked that's what this language is asking us again we're not agreeing to anything today the question is are we willing to accelerate payments to help the town deal with the two years that the Vinance committee thinks there's going to be some problems in terms of its capital its capital outlays Ferrum just just the language should the last line of number nine read this will not increase the town's portion of the new library share of the project because that's what we keep wanting to reassure the town right that's what everybody is concerned no Alex no the language needs to say that if we accelerate the payments we are not going to contribute more than we have previously agreed to and so there is something called new library share okay okay all right all right so this is just to be clear that we're not saying we're gonna we're gonna add more to the library share okay thank you does that help yep Alex so the last thing that you said in response to Bob's question was different than what I was hearing you say initially or what I read in the language so I guess I want to make sure that I understand so you and if I mistyped let me know so you were saying that the possibility of accelerating the payments to cover up to the 760,000 in interest which is a very different thing I mean I don't know what they're asking so is it an up to 760 I mean I guess the way I was reading that language was for example on the fundraising campaign a lot of what has happened is they've gone out and they've asked people to make payments over a five-year period and we could certainly go back to people and say if you're able we would actually appreciate give us a lump sum instead of that five-year period right which will either get us closer to Bob's projections or will exceed Bob's projections in terms of timing and so in theory the amount that we would have to borrow under the bands would be less which would decrease the interest that they would need to pay so and and if we get to a point where it's time for the town to take out a short-term loan to take out the ban then we could sit down as trustees and say okay what's the shortfall for this period of time right we have this funding coming in so let's say the town needs a million dollars right yeah that we know we still have coming in so then we have the conversation of do we want to take out half that all of that or what that like that's what I'm hearing which is different from really the 760 thousand just is the projected interest it is what it is it's what the town's trying to save and but but how we accelerate the payments and how we that's not necessarily us giving them the interest it's how we decide to front if you will the anticipated fundraising that's coming in that's a little bit different than what I heard you just explained to Bob so the language says the library in the town will do everything possible to expedite providing funds so that's what we are talking about doing and in talking with the town manager about well what does it mean what are you worried about one of the things that they're worried about they're worried about as Bob pointed out these three interest payments so one of the things I said well what does this mean you know like what are you talking about and one of the things that was said was advancing 760 thousand dollars now that doesn't have anything to do with somebody gives us five million so we could give the town five million and also provide the this this other kind of thing but that depends on what the town needs at the time that these bans are issued that's why this is not contemplated like they're going to name an amount because we don't know what they'll need at the time so what we're being asked to do is to agree that's what you've said Alex I thought that you like that we're going to work with the town to expedite payments to help offset the cost of the town of these bans Tammy you said we're not going to decide this tonight so what's the the timeline here and is the town council going to vote on the bond authorization on Monday and if so do they need this clarified I mean what's our timeline so what I think we need to do is we need to agree that we think this is possible we need to come to what I would call an agreement in principle and then I'll communicate that to Paul we reached agreement in principle that the language contemplated here is with you know tweaks here and there acceptable I just like to comment that in all the things I've listened to from the finance committee and town councilors that they're very concerned about the interest that is increasing the town's share so I think whatever we can do to mitigate that and in good faith to let them know that we're concerned about that and looking at strategies to decrease or eliminate their additional cost is good I mean obviously if we took took out from the endowment it would be put back in when the payments came later correct from the mblc or whomever we hope and we of course hope that would come into the fundraising but I just want to be clear as I understand it you all have listened to the very same things I have the town's costs are not increasing in fact given the success of the capital campaign so far their interest cost might even be a little less than they thought so it's not we are not covering increased cost to the town because as I understand that there are not going to be increased cost of the town the issue has to do with the timing of these payments associated with these bond and disabasion notes not that we are helping the town deal with increased cost because what I heard was there not going to be increased cost to the town the language of nine says do everything possible to expedite providing funds to the town to avoid or minimize the amount and timing of the short term loans bands during construction essentially advancing the interest is not what's contemplated here it is about minimizing the amount of the bands but if you advance the interest you can help minimize the amount of the bands not true okay the the band is going towards construction costs and all of those dollars will be spent on the project the interest is separate from that and it is it is a charge not to the project but rather to the town it's it just doesn't work that way so let me just ask you a question just so we'll be clear about this the the town needs to issue a fourteen million dollar band yes we give the town seven hundred thousand dollars yes the town issues a thirteen million dollar three hundred thousand dollar band yes and it's savings in terms of interest is forty thousand dollars correct but we've reduced the amount of the band by contributing the amount as if it was the amount of the interest okay but the problem that they're trying to address is how much of the town's capital budget is going towards interest and if you've reduced it by thirty five or forty thousand dollars by contributing this amount of money towards how much they need to borrow it's not having a appreciable effect on them because instead of paying five hundred and sixty two thousand dollars one year later they're paying five hundred and twenty five thousand dollars it's you know it's it's still essentially the same thing for them well then i'm not sure why they're proposing why i don't understand that either what they're basically what i've understood what i've understood is that if we were to think about the interest payment that it would be helpful to the town and that would help reduce the amount of the bands and that's what they want to do we can pay all of it next week in which case the bands will disappear mm-hmm Lee i mean right my understanding is it's a kind of a question of timing correct the town has is anticipating a cash flow problem in a particular time period correct and during that time period it would be helpful to the town if the library for that period of time could contribute its share of contributions to this project correct as or earlier than we had anticipated but you don't even do but okay so it doesn't alter the overall financial picture it just alters the timing and then we are being asked to consider how should we agree to do this which i definitely think we should how we the library and the library trustees would cover those payments correct as usual i say my goodness i'm amazed all right so i mean that's the question and you know as the yeah kent and i will soldier on and and we're grateful to bob who issued a challenge as i heard it the other day to encourage everybody to give you know pay up your pledges early asked yeah which which as far as i could see looking in today is actually happening so thank you bob good yeah bob is your hand still up or is this a new yeah i'm still trying to work through all of the pieces of this as i understand them great sure i don't know whether the interest paid on the bands is an an eligible expense of the project from the perspective of mblc mblc requires that all monies that are received go into a separate account um at the at the town which is then used to cover expenses of the project to the extent that we are putting aside a separate sum of money going to the town to essentially cover the interest costs i don't know whether that is is an okay thing from the perspective of the mblc um and i don't know whether what we are talking about in if it is being credited towards our contribution to the project whether that fits the requirements if we don't do it in that form are we essentially instead making a loan to the town so that it has money to pay its interest during this period when there is a particular shortfall in the capital campaign in which case then it is outside of and separate from the the payments that we are making towards the project which would then mean that it would then be reimbursed by the town when they are not in this kind of type space but i'm just trying to understand that i think it is contemplated under nine i think you got it exactly right except the idea of the town like paying us back so it's a matter of paying it earlier rather than paying it later and but what you've said is i think it's not exactly precise in the sense of it's a loan it's an advance so i think what you said is exactly what we're talking about pay it faster to them alex yeah i mean i guess i just i bob i you and i are not so far apart as obviously in terms of like i'm with you on my like i was there until the 750,000 came out and then that's when i got sideways as i think you did as well but i mean for me the bottom line is i very much believe that and agree with that we should do everything in our power to accelerate the money going to the town and as long as the language which it currently states doesn't increase our share how whatever town wants to do with that money is up to town right if they want to put it through their interest payments right then we need to get into the nitty gritty as bob saying about accounts and where it goes and we can have those conversations but as long as what we're committing to and that's what i read in the language that we will accelerate the payments to the best of our ability and we are not taking on any additional costs than what we've agreed which is the library share then the actual you know details of how they do it and what the town has in mind and perhaps they have a rough idea right now and we won't know until we get to that point what it's going to look like um is fine i mean i'm i don't think bob's wrong in terms of like doesn't 100% make sense to me with the 70 but but but in in uh principle i'm i'm fine which is what you're looking for today that's that's what that's what we're trying to do and the principle i'm just going to say back to you what i've understood you to say principle has two elements to it acceleration of payments no additional you know library library share remains exactly what it was what we are saying is we will work with the town to accelerate payments that's what i want to know what do you think it's reasonable to say back that we agree in principle with and the town is agnostic as to where those where that acceleration comes from if lee and can't you know bring in more pledges turn into cash faster than that's fine the thing that i want just to repeat is we might be in a position where in order to do this we're going to have to go into the endowment right and then as the capital campaign money comes in so everybody should be aware of that bob as we discussed at our last meeting our rate at which we will be making payments to the town is essentially a set of projections correct and those projections could be plus or minus and who knows at this point exactly what they will be and would it be nice if instead of at that point instead of providing 6.5 million we have provided 7.5 million i would love to see that happen and if the town were to choose at that point for some portion of that be used by them to cover the five hundred and sixty two thousand dollars which is the interest cost for the ban you know that's their choice as as to how they would make use of that if what you are asking is whether we are willing to sequester one portion of our payments during this period for whatever special purposes the town wants to make of it we could do that but that would be the town's choice of how they want to make use of our payments which we are making in any case through the capital campaign and then the library in the town will do everything possible to expedite providing funds to the town the word sequestration was not used in any conversation that we've had uh so i don't know that it's contemplated that it would be funds sequestered i think what you said is right the town can we're going to accelerate payments to the town and the idea is that's going to help offset the short term issues that the town is going to may encounter how the town does its counting and where it counts it and how it counts it i don't think it's for us to figure out so again i'm going to say just so that are we saying that we agree in principle to we will accelerate the payments working with the town to figure out when they have to be accelerated and that this will not increase the new library share of the project i don't hear any objection to it i would only make one tweak austin to your language you you said that we will accelerate the payments and the language everything possible to expedite again that's that important language now i understand it's important language ballots we are not now know word smithing this what i'd like to get so i can communicate it is clarity on what other people are willing to go the next step to try to actually this is the this is the language and you're certainly right to say we'll do everything possible so if anybody has an objection to it if they would register it that would be great so that i can then let the town manager know that we have an agreement in principle subject to actually looking at the precise language okay um about yeah and the other question related to paragraph seven and what it provides is that we would pay simultaneous with the final payment made to the town by the nblc for the total project cost which is projected to occur on or before june 30th 2027 it is my understanding that it would occur in all probability on or after july 1st of 2027 right so they're going to have to be some tweaks to some of this language it is a question that i thought was yeah it's a good it's a good question and alex you can you know you can say whatever you want to say the key thing i want to understand is we are not negotiating this is not a we're not signing off on this there'll have to be some changes to some of these this language which we should all surface like we want to be aware of what those changes should be but we're not signing off on this we're saying we agree in principle to do what is contemplated the 2027 date is the date that we wanted and getting it right that it's on or before on or after uh is an important thing to clarify okay other alex are you yeah i was just oh sorry bob did you have something more i was just going to say bob that i actually read lines of things as well i think probably all of us have seen so i'm viewing today's meeting as what austin asked is in principle what are we and and i'm not getting in as you know i like to the weeds of the language because i've been told that'll happen at a later date so you're not alone in seeing some things okay bob the last point is just a technical one and that is that these documents require original signatures at some point so once once there is agreement on what it is we're talking about uh we will have to you know come to the library and sign this yep lee well i assume we're not operating in a vacuum and so there's a reason why we're having this meeting now in relationship to activities going forward so have i would like to do whatever i can do to ensure that this is helpful to the project going forward what i understand is that uh what will be helpful is communicating to the town manager that the board of trustees of the library discuss this and agreed in principle to accelerating payments and not increasing the library share and as i said i'm not hearing any objection to it i think if it's okay with you i will communicate that back to the town manager that's that's what we agreed that um i would do after this meeting the next so are we done with that and if you have um editorial suggestions uh you might communicate them to the town manager and and to me and we can again look at them together uh before we sign anything on the on the dotted line okay the next thing is bob i want to return to your motion that was tabled yeah and uh we we got some information from the library director which uh i hope was helpful in clarifying what it is we were talking about uh the last time so can we return to your motion bob sure okay so let's let's move to take it off the table i think that's procedurally correct i move that we take it off the table is there a second second okay uh are we all in agreement to take it off the table yes okay motions back on the motions back on the floor so i have a question i wonder if um when i'm about to read may do what it is that we're trying to do so i'm just going to read it and then i'm going to propose if it's if it captures what we're trying to do then i'm going to propose it as an amendment is that okay upon approval by the town council the jones library renovation expansion project the library shall begin to transfer the assets contained in the following funds and then name the funds stone potash photos be and are vansteinberg and uh runberg to the town for its use on the project so we've just actually named the funds okay i haven't heard any objection to so i'm going to propose hope on well the um the funds which were previously potash were bequests and they have disappeared as separate things what remains is simply a contribution to the endowment and so i believe those are simply payments from the endowment equal in value to what had previously been so the language i think you're exactly right that's why the language refers to the assets now maybe you don't want to say contained in or associated with the gifts that's correct but it references the assets and the and the and the gifts so again bob do you not you don't like the language of contained in it's not contained in anymore what does it mean uh well what do you want to say associated with derived from fine with me so again i'm going to propose this as an amendment on approval by the town council of the jones library renovation expansion project the library shall begin to transfer the assets derived from the following funds stone potash photos be and are vansteinberg and runberg to the town for its use on the project is there a second to the amendment second it it is the bequest which no longer exists the others still remain as existing funds so it is you know the list and the funds or assets derived from and there's just those two that's what the language now says bob assets derived from so are we ready to vote on the amendment and then we go back to it so the amendment is just to substitute that that language naming the funds right because bob's original motion did not contain any reverence to the funds alex i'm not sure procedurally where where to say what i want to say so i um what i understood was bob had two concerns one is reiterating our commitment to pay you know as soon as possible as soon as it's approved and being dealing with these funds and i think that this does that second piece and my concern with the first piece as i stated in the last meeting is that in we are we're literally in the process of redoing an moe an moe with the town and so to write an moe in the town with the town that says we're gonna pay you right away and then to have a motion that says we're gonna pay you right away i like to me i don't more is not better in my opinion when you're dealing with legal contracts so um again i'm not sure where this goes procedurally but i i would it would be my suggestion that instead of bob's original language we just take this language and if bob has any concerns in the moe in the moe then we address that when we're redlining that bit of the moe i personally think that's cleaner so i again i don't know procedurally where that goes but you don't want to have a separate motion or are you saying that once the motion is voted we will add it to the moe no i'm saying that it was a two-part motion so the first so bob's original motion is basically saying like we're going to pay as soon as possible and then your amendment clarifies that bit where we have these certain funds that um bob felt needed clarity and to me we don't need bob's original motion anymore because any any any any part he thought was unclear we should we should redline in the moe to make clear that we're gonna pay as soon as possible but the second bit which was his other concern i i think is valid and i would i would substitute bob's motion for this motion i guess rather than amending i would i would substitute this so this is bob's motion except it specifies where the assets are going to be derived from and bob's concern which i've come to understand and to share is that these funds exist in a money market here a money market there it simply clarifies the intention which the moe also notes that we're going to turn over the funds so uh it doesn't to me it doesn't create a source of confusion it says we're agreeing that when we're talking about transferring funds we're talking about these five or six funds as well as the stuff that's coming through the capital campaign and grants and other kinds of things that's what i took bob's purpose to be and as i said looking at it afterwards and looking at the funds i thought yeah let's let's say we're going to transfer the assets derived from these funds so on the question of amending the motion which is simply to name the funds that's the really the only substantive change of this amendment are we ready to vote on the naming of the funds okay alex i i don't know how to vote because i agree with this amendment but i don't agree with the original amendment so this is my consternation i don't want to vote yes for this and then no for the full motion because i right yeah sorry are you are you substituting this language also are you adding it to bob's original so i'm sorry i'm sorry i'm unclear no no no it's not your problem bob's motion did not name the funds are we using bob's original language and adding this to it correct or are you sub okay it's it's an amendment to bob's motion just to name the funds right it's not a we're starting again the language about transferring is that's all still there right which is what i'm saying i i i don't think we should take bob's original language because that creates ambiguity i am a hundred percent in favor of a motion that just adds naming the funds because i share that adds to what just make a motion instead that says the trustees move that upon approval by town council the jones library renovation expansion project the library shall begin to transfer assets derived from following funds that's the motion we don't need to add it to bob's previous motion i'm sorry that was the point totally uh that's what you just said is what we've done so look at bob's original motion and then look at what my amendment does it just names the funds okay frame of bob's original i think we're talking across purposes but what i was trying to say this is the motion in its entirety once we approve this so the first as i understand a procedure the first thing we need to do is to amend bob's motion by adding that language about naming the funds that's all we're adding is naming the funds other one okay that's fine can somebody just read the motion as it will be amended yes approval by the town council of the jones library renovation expansion project the library shall begin to transfer the assets that is the language bob from your original motion yes derive from the following funds stone potash photos b e and r van steenberg and rudberg to the town for its use on the project the the only change in the motion nope i'm good i'm good thank you bob for having him reread it i'm great that's great ready to vote alice how do you vote yes please yes bob happy to have the amendment added thank you tammy yes borough yes okay the motion has been amended now we vote on the whole thing any discussion of the whole thing alice how do you vote yes i'm sorry i didn't hear you yes thank you lee yes borough yes tammy yes bob yes and austin votes yes and i want to just say again thank you to bob seeing once we once they saw the funds as they were specified and where they were i understood what the motion was doing and i think it's very helpful to do it and Sharon can you remind us roughly what's in those funds now what is the total amount a little over 297 000 so uh again i think it was everybody's intention to turn those funds over as soon as the vote happens we now know what the amount is and where the funds are derived from okay so there will be technicalities as you know we withdraw it from vanguard and then move it so on but you know it's as soon as possible right that's what we've agreed to okay anything else so i will now inform i'll inform the town manager that we've agreed in principle as we have and um i expect that there'll be more communication about how to move forward with the memorandum of uh agreement uh whether that will come before monday's vote or after monday's vote i don't know but i'll let you i'll let you know meantime keep the monday uh time slot uh in case in case we in case we need it or should you have something fairer oh i was just um was it four p.m i yeah okay lea keeps his face all right thank you it's good to see everybody have a good weekend thank you