 I will go ahead and call this meeting to order. This is a regular meeting of the Chittenden Solid Waste District Board of Commissioners. Today is Wednesday, February 22nd. It's 6 p.m., 6.01 p.m. This is an abbreviated meeting for one single purpose, as you'll see in the agenda. First item on the agenda is the agenda itself. Are there any requests to add or change anything on this agenda? Yes, under good will. I'd like to hear about Sarah's conference and what her talk's gonna be about there. That sounds interesting. I don't have any notes on that for this meeting. That would be in my update for next. Okay, no, it was just interesting the topic, but okay, no later, that's fine. Cut to you, Paul, if there's time later under other business, I can certainly update. We'll see if you've got your thoughts on that. Good use of time and also make sure that you're prepped and have good information to share with us and we will see. So we'll take that under advisement when we get to other business. Hearing no other changes or requests, the agenda will be accepted as presented. Next item on the agenda is the public comment period. Are there any members of the public attending either by phone or Zoom who wish to address this Board of Commissioners, the Board of Commissioners? I am hearing none. So we will close the public comment period. Next item on the agenda is the bond loaned authorization just by a little bit by way of background. As we all know, the voters of the district authorized to approve the borrowing of up to $22 million for the purpose of building a new materials recovery facility. Work is underway to get that process going. What's before us tonight is authorization for borrowing the first installment of $10 million. The balance can be borrowed at a later date. And as our district council advised in the cover memo, the Board needs to authorize the borrowing of this money before the Vermont Municipal Bond Bank actually goes out and sells the bonds, which should happen in a couple of weeks. So this is an opportune time for us to take that action. We will approve it. That's just by way of background. I'll turn it over now to Sarah to just flesh out some of the highlight details. Then we can have a motion and then get deeper into a discussion and questions by commissioners. Sarah. Thank you Paul. As Paul mentioned, this is the first application that we've made to the Bond Bank per the authorization from voters. We decided to, at this point, to ask for a smaller tranche. So we're asking for $10 million upfront. And we did that because we do have a couple of grants in the pipeline. So we wanted to make sure that we weren't overborrowing from the Bond Bank in the event that we are awarded some grants that we've got working. So we wanted to make sure that we had an initial tranche so that we could order the equipment. And the $10 million will essentially cover the down payments for the system, the recycling guts, essentially, and we'll cover some of the initial permitting needs that we will need to do with the town of Monastome and some of the design work as well for the physical building. So, excuse me again, that is 10 million initially. We are authorized by the voters to borrow up to 22 million. And so there's, again, we'll wait to see the results of the grants. And those should be announced in the next few months to see how much of anything that we have been awarded. We are also, excuse me, doing an interest-only payments for the first, we had it applied for four years, but I think they plugged us in for five years. That is, I think, beneficial so that we can basically get our feet under us as the new MRF becomes operational and we have a better understanding of the cash flow from that new facility. So, what you see in the documents is, as far as the payments, that is zero for the first several years. That's because that interest-only piece has not been set, as Paul mentioned, the bond bank will be going out to bid for the bonds and that is hopeful to return a better interest rate because it'll be a competitive process versus just going into one bid. So, once they determine that interest rate after they've received their bid back for all of the bonding that they're putting forth in this period, then we'll be able to plug in what our interest-only payments will be. So, that will be plugged in as an additional, basically an addition to the schedule of payments. And I apologize for my voice. I've got a little bit of a cold going on. Excuse me. Again, we mentioned that the max borrowing is 22 million and we'll know by the end of this year how much additional we'll need to go out and borrow from the bond bank. There is a highlighted section that Thomas has highlighted for us and that is essentially different language than what is standard in the bond bank documents. And we asked for that language to be included because we have traditionally utilized a management contract for the operation of the MRF. We've always owned it. We've owned the building, but we have tended to use a third-party operator as the firm that runs the day-to-day of the MRF. So, in order to preserve our flexibility down the road and having that continued to be the case, we did need to insert different language and Thomas can address what the difference is and why that's important going forward. I'll talk about that later. Thank you. So, the authorizing resolution authorizes the district issued a $10 million bond through the Vermont Municipal Bond Bank. It approves a form of a loan agreement as the executive director indicated. The loan agreement is the standard bond bank form with one change. That change is to allow for the district to enter into qualified management contracts. The bond is intended and the district will come in to maintain it as a tax exempt obligation. So, that means that any management contract, any private operator will need to meet certain parameters. We've discussed that before as part of the negotiations with the current operator. And so, I think the management of the district is well familiar with those requirements. Certainly doable, feasible, just the structure of the compensation needs to meet IRS regulations. So, if the board approves this resolution, the bond bank's going out to market. It is expected through a competitive bid process to sell its bonds on or about March 6th with the proceeds and the closing scheduled for March 16th, meaning we'll need the chair and vice chair as well as the treasurer to be signing documents under the charter, the chair and treasurer or the primary responsible officers for signing the documents. Because it's a state bond bank, it gets the state's credit rating, which is a double A. It's competitive sale. So, under current market conditions, expect it to be a favorable rate. And as the executive director indicated, you're borrowing what you need now, not over borrowing, which cost you money, as well as creates other tax issues. If you borrow too far in advance and don't spend the money as quickly as needed. I'd be to answer any, many questions on the documents if there are any. Thank you, Tom. Sarah, do you have anything else to add at this point? No, I think it's really fairly straightforward, even though it's voluminous, it is straightforward and it's, as Thomas said, it's a standard loan document with that one exception that we asked for for. So for tonight, what I'd like is to let's have a motion. There's suggested language at the bottom of page three of the packet, have a motion, hopefully that'll be seconded. Then we can open it up for discussion and commissioner questions. So if there is a commissioner willing to make the motion, there's adequate language at the bottom of page three of the board packet. Well, I can read it into the record if you would like. That would be great. Thank you. I move the adoption of the resolution of the board of commissioners of the Chittenden Solid Waste District relating to the issuance of its general obligation bond as presented to the board at this meeting. Don't move, Jeff. Seconds, Dr. Linton. Thank you. It's been moved and seconded to adopt the resolution to authorize the issuance of the borrowing of $10 million. Open it up now to commissioner questions and comments. I have one question. I think you kind of addressed it, Sarah, that was our next opportunity to borrow, are these bonds sold by the municipal bond bank done annually, semi-annually? When would we next go out potentially to borrow additional money? Yeah, they go through this twice a year. So we would have another, I don't think we will be ready for their next issuance, which tends to be spring slash summer. So most likely next November, December would be the timeframe that we could go out again. Or if we didn't need to, we would wait until the next spring. So it tends to be March, April, May, and we would get ready October, November, December. Thank you. That was actually the only question that came to mind. I guess the other comment is I did my best to read through all the documents. I think I understood most of it, but I'm glad that we have counsel to advise us and make sure that all the wording is proper and that we go forward. Especially since I among, and Alan and Leslie will need to be putting our names on this. But I appreciate that's a very impressive and complicated process that I would not have expected thought about when we entered this. Well, and Thomas is one of the attorneys that is recommended by the bond bank to work with. So we just are very lucky to have had his expertise for as long as we have. He really is one of the experts in the state on this process. Any other discussion? I guess I just have a question as far as, the 10 million is for the cost of equipment and capital improvements. Is that the sorting equipment and such? And if so, is it because it's such a long time it's built by order? Correct, everything. Every system is customized. So it's exactly what we're looking for when it comes to the number of pieces though the length of the conveyor belts, the sizes of the cages and the bunkers, it's all custom. The delivery time is about 12 to 14 months. So early the contract with Bandai recycling systems they require 30% down when you sign the contract and then not long after that another 30% down. So essentially this 10, nine and a half million will be that 60%. So then we'll have another tranche that once we have two comes in, there's another 30%. And then the 10% due upon completion and acceptance testing and commissioning of the MRF. So this does, yeah, that's why I didn't want to borrow and have us borrow too much right away because we don't have really any other big bills. This is the first big bill. So we want to kind of take care of that off of that, get that order in, get the equipment being made and then this next year really we'll be putting out the RFPs for the construction and that's when we'll again get that solid cost on the building and then we'll know if we have any grant money coming in and then we'll know how much more we need to borrow. Thank you, that explains a lot. Any other questions or discussion? I think then we are ready for a vote on the motion which again is to adopt a resolution to authorize the borrowing of $10 million via the Vermont Municipal Bond Bank. All those in favor, please say aye. Any opposed, say nay. Any abstentions? The motion carries and the borrowing is authorized. Another major step forward in this construction of the new mirth. Thank you all very much. Thank you, Sarah. Thank you, Thomas. We're next ready to go on then to other business. There was a request to just update us, Sarah, if you have your thoughts collected on presentation that you're making in the near future. Sure, I'm actually, it'll be my executive director update for the next board meeting but I will give you the preview now. I'm actually giving two presentations. One, the first one that's coming is on March 1st and I will be one of the presenters at the Solid Waste Association of North America's Region 8 Technical Session being held at the University of Massachusetts Amherst and I will be presenting on our mirth project on the process. And it's a technical session that's bringing in equipment operators and other folks to talk about technology and how it's evolving both for recycling and I think a little bit for composting but really focused on recycling and kind of where the new technologies are at or what they can do. So we were asked to kind of give an overview of our process and kind of what led us to the decision to build a new mirth and what we're hoping essentially to get out of it. So I will be giving that presentation on the first. I'm actually the only woman on the panel. So I'm really excited to be able to represent not just CNWD but women in Solid Waste. So that's going to be pretty exciting. And the next presentation that I've signed on to give is a webinar for the, for NIMOF for the North, I don't know, let's get this wrong, Northeast Waste Official Managers Association, the A&R folks, DEC folks, DEP folks. And that webinar will be on essentially jargon in the industry and kind of sorting through what is meant by different common terms and not necessarily common terms. And this audience is for new people who are new to Solid Waste regulation, regulatory work, because there's a lot of different interpretations of some pretty common terms in the industry. So that is slated for I think the third week of April. So that webinar will be again through NUMOA and I think publicized also to the Northeast Recycling Council as well. So those are the two opportunities that I have. If you have handouts for that presentation, they might be worth sharing with the board because I certainly know as my days early on the board, there were a lot of acronyms that did not know what they meant. Yeah, it is common, particularly if you're coming in from any other industry, we try to do as good job as we can at remembering that we speak a lot in acronym and jargon. Kelton had posted a question, will commissioners be able to attend any of the webinar, either the webinar? I would, I think so, yes. So I will certainly get that information out when they start to publicize the webinar. They should, I don't think you have to be a member of NUMOA to attend, but I'll double check. And the SWANA one, the Solar Ways Association of North America, that is an in-person conference. So I don't know if they're streaming any of that, but I will find out. So thank you for the update. The only other thing I had under other businesses to remind the board that our next scheduled meeting will be on March 8th, that's in two weeks from now. And it's likely, but with the potential, then we would not have a March 22nd board meeting. Hopefully we can get, it's gonna be a fairly hefty meeting. We'll be reviewing the budget. That will be a major topic for that meeting, but hopefully we can get our business done at that meeting and that would then mean that March 22nd would be freed up for commissioners. We would not meet. Again, March 8th combination, our hybrid meeting in person and in Zoom, by Zoom. Anything else under other business? I think then we'll entertain a motion to adjourn. So moved. Second. Thank you. It's been moved and seconded that we adjourn. All those in favor, please say aye. Aye. Aye. And any opposed? We are adjourned. Thank you all very much. We'll see you in two weeks. Thanks everyone. Recording stopped. Good night. Good night.